Master Services Agreement

Last updated: September 2025

SECTION A – Our Relationship With You

Thank you for choosing Trading Technologies International, Inc. (“TT”, “we”, “us”, and “our”). TT is part of the TT Group, a group of companies operating globally that, together, offer a financial services platform for execution and order management and other related services.

We, or other members of the TT Group from time to time, will provide you with the Services you have selected, under separate Commercial Schedules which form part of this Agreement. The Fees applicable to the Services will be set out in the TT Pricing List and Section D (Special Commercial Terms).

Sections and Documents Forming Our Relationship with You
1. This Master Services Agreement with you is comprised of the following sections and documentation (together, the “Agreement”), as applicable:
  1. SECTION A (Our Relationship with You) which provides an overview of this Agreement and sets out the key information about how our relationship will be managed;
  2. SECTION B (Terms and Conditions) which sets out the terms and conditions governing our relationship and the Services;
  3. SECTION C (Glossary of Defined Terms And Interpretation) which sets out the rules of interpretation and the definitions of the terms used in this Agreement;
  4. SECTION D (Special Commercial Terms) which sets out any applicable special commercial terms governing our relationship with you, including any Commercial Schedules agreed between us;
  5. the Service Schedules which govern your use of the various Services provided by us or other members of the TT Group;
  6. any Addendum agreed between you and us;
  7. any application form or declaration completed by you for any of the Services and/or services provided by a Service Partner;
  8. our Data Protection Addendum (available upon request); and
  9. our policies and procedures available on our Website from time to time, which include but are not limited to, our Privacy Policy and our Platform Documentation (together, as such policies and procedures may be updated from time to time by TT in its sole discretion, the “Policies”).
2. We, or other members of the TT Group, will provide you with certain Services under separate Commercial Schedules. Each Commercial Schedule will be a separate agreement that incorporates some or all of the terms of this Agreement and is between you, or an Affiliate of yours, and the relevant member of the TT Group that enters into the relevant Commercial Schedule. The applicable parties for each Commercial Schedule are as set out in the table in Section D, or, in the case of one of your Affiliates, agreed between you and us in writing during your onboarding process. As applied to a Commercial Schedule, subsequent references in this Agreement to: (1) “TT”, “we”, “us”, and “our” will be deemed references (as applicable) to the member of the TT Group that entered into the relevant Commercial Schedule, and (2) “you”, “your”, “yours”, and “Customer” will be deemed references (as applicable) to you or an Affiliate of yours that entered into the relevant Commercial Schedule. Only that member of the TT Group that entered into the Commercial Schedule will be liable to you under that Commercial Schedule. Where you and any Affiliate(s) of yours enter into separate Commercial Schedules, the obligations and liabilities of each such party under this Agreement and any applicable Commercial Schedules shall be joint and several, including payment obligations. In the event an Affiliate of yours and TT enter into a Commercial Schedule, we will invoice the Affiliate of yours directly where agreed, but any payment obligation shall remain your and your Affiliate’s joint and several obligation(s). Notwithstanding anything to the contrary contained in this Agreement (including in any Commercial Schedule), in no event will any member of the TT Group be deemed to be a guarantor of, or otherwise liable for, any obligation of any other member of the TT Group (unless otherwise expressly agreed in writing between you and us).
3. If there is any inconsistency between any term or condition set out in this Agreement, the sections shall apply in the following order of precedence: Section D (if applicable), the Service Schedules, any Addendum and our Data Protection Addendum equally, Section B, Section A, the Policies and lastly, any other Section of this Agreement, as updated from time to time.
MSA structure and group contracting
1. Each Commercial Schedule will list the specific Service Schedules (if any) to be incorporated into said Commercial Schedule. The Commercial Schedule will further incorporate all of the remaining terms of this Agreement.
2. Any Affiliate of yours may enter into Commercial Schedules directly with us by following the process set out in this section II and otherwise in the terms of this Agreement (subject to any localizations to reflect local Laws applicable to that Affiliate if agreed in writing by TT).
3. If an Affiliate of yours wishes to use or access the Services, or obtain any other services from us, that Affiliate will request us to prepare and submit to such Affiliate a draft Commercial Schedule in respect of the relevant Services.
4. When a Commercial Schedule has been agreed by the parties, the parties will execute the draft Commercial Schedule, and it will then form a separate agreement between the parties identified in the Commercial Schedule. Each executed Commercial Schedule will incorporate by reference:
  1. the terms and conditions of the remainder of this Agreement, including all attachments, schedules, appendices and annexures (with all necessary changes as to detail, including that all references to ‘Agreement’ in these terms and conditions will be considered references to the relevant Commercial Schedule); and
  2. the terms and conditions of the Commercial Schedule (including all attachments, schedules, appendices and annexures to that Commercial Schedule).
5. For the purposes of a Commercial Schedule entered into in accordance with this section II, a reference to you, your or yours shall be considered a reference to the relevant Affiliate that has entered into that relevant Commercial Schedule.
6. We are not obliged to provide any Services under this Agreement, and you are not obliged to pay any Fees in respect of Services under this Agreement, unless and until a Commercial Schedule has been executed by the parties in respect of such Services.

SECTION B – Terms And Conditions

Your Obligations
1. General Obligations
  1. To perform our obligations under the Agreement and in order for you to receive the Services, you will be required to undertake certain obligations and responsibilities as set out in this Agreement, including this section 1.
  2. You will use the Services only for the purpose contemplated in this Agreement (including any applicable Service Schedules).
2. Legal And Regulatory Obligations
  1. Basic Requirements
    1. You agree to comply with all Applicable Laws and will, at all times during the term of this Agreement, hold all necessary permits, licenses, authorizations and consents to perform your obligations under this Agreement.
    2. You consent to us confirming with Exchanges and other appropriate authorities regarding your membership status, right to process transactions and/or view Market Data, AML profile, and any other information or rights required to enable your and your Personnel’s proper and lawful use of the Service. You must ensure that the appropriate consents have been obtained from your Personnel in order for us to conduct such checks. The checks may be carried out prior to entering the Agreement, and may also be carried out on an ongoing basis during the term of the Agreement for us to comply with Applicable Law and/or our own internal policies and processes. Should any of the information you provide to us change or become inaccurate, you will ensure that the correct and updated information is provided to us as soon as reasonably possible.
  2. Risk Exposure
    1. You agree that the Services will not be facilitated by or associated with any business activities:
      1. involving any country or any third party that is subject to Trade Restrictions;
      2. that were not disclosed and approved by us during our onboarding and due diligence processes prior to the Effective Date and during the term of the Agreement; and/or
      3. involving a jurisdiction that is prohibited or restricted in accordance with our Policies, without first obtaining our prior written consent, which will not be unreasonably withheld.
  3. Request For Information
    1. You agree to promptly, or within the prescribed time frame notified by us to you, provide us with all relevant and necessary information (including information relating to internal reports, due diligence procedures, as well as any partners or other third parties), co-operation and assistance reasonably requested by us to comply with our obligations under this Agreement, Applicable Law, or our Policies or to respond to a request or recommendation of any Regulatory Authority or law enforcement authority.
3. Third-Party Components
  To the extent any Third Party Software is provided with the Services you shall comply with the terms and conditions of the applicable third party licenses associated with the Third Party Software, in addition to the terms and restrictions contained in this Agreement. All relevant licenses for the Third Party Software are provided at www.tradingtechnologies.com/tps. Your use of the Services shall be deemed as acceptance of the third party licenses
4. Market Data
  1. You acknowledge that (i) where your use of the Services includes access to Market Data, such Market Data (A) is the exclusive and valuable property of each applicable Exchange (or in the case of third party content providers who are licensing data through such Exchange, such third party content provider has exclusive and valuable property rights), (B) constitutes valuable confidential information, trade secrets and/or proprietary rights of the Exchange, not within the public domain, and (C) shall remain valuable confidential information, trade secrets and/or proprietary rights of the Exchange and (ii) but for the Agreement, you would have no rights or access to such Market Data.
  2. You acknowledge and agree that disclosure of any Market Data, or any breach or threatened breach of any other covenants or agreements contained herein, would cause irreparable injury to the Exchange for which money damages would be an inadequate remedy. Accordingly, you further acknowledge and agree that the Exchange 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 Agreement (including, without limitation, any disclosure or threatened disclosure of Market Data) in addition to and not in limitation of any other legal or equitable remedies which may be available.
  3. You will use Market Data only for your own internal business activities (internal business activities shall exclude subsidiaries and other Affiliates). “For your own internal business activities,” as used in the immediately preceding sentence herein, means for your (i) trading, for your own account or for the account of your Clients (ii) evaluating, for your own internal business decisions or (iii) provision of advice to your Clients on movements or trends in markets for derivative instruments. You will not communicate or otherwise furnish, or permit to be communicated or otherwise furnished, any Market Data, in any format, to any other person, nor allow any other person to take, directly or indirectly, any of the Market Data from your designated offices or locations and will adopt and enforce any policy that is reasonable to prevent the Market Data from being taken therefrom. You specifically agree, without limiting or varying your obligations under section 1.5 herein or otherwise set forth in the Agreement, that you will not use or permit another person to use any Market Data for the purposes of (i) creating derived data products based upon or derived from the Market Data, (ii) 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 Exchange or (iii) for any other derived works that will be disseminated, published or otherwise used externally. You will abide by any other limitations on such use that any of the Exchanges may specify from time to time. You will ensure that your Users and any other Personnel with access to Market Data maintain sole control and physical possession of, and sole access to, Market Data received through the Services. You will ensure that no unauthorized dissemination of the Market Data is permitted.
  4. You agree to furnish promptly to us or an applicable Exchange and their respective affiliates or agents, any information or reports that may be requested or required by us or such Exchange from time to time, which are reasonably related to your receipt of Market Data. You shall obtain assent from any person to which you enable access to any Market Data to all documentation required by any applicable Exchange or us, including declarations confirming that the Users are either professional or non-professional traders, by inputting such information into the Services or as otherwise directed by us and shall keep such information current at all times during the term of the Agreement.
  5. An Exchange may require you to agree to additional terms, which will be agreed electronically from time to time if you access the Exchange through the Services.
5. Right to Use
  1. Services. Subject to the terms and conditions of this Agreement, you, each of your Affiliates and each User authorized by you may operate and use the Services pursuant to and during the term of this Agreement. You agree not to violate our rights or the rights of any third party who may contribute data or information to the Services. You agree that the Services and the data and information contained therein will not be used for any unlawful purpose. The method and means of providing the Services and related services shall be under the exclusive control, management and supervision of us giving due consideration to your requests. If applicable, we shall provide administrator privileges to named individual(s) identified by you (an “Administrator”). Your Administrator shall be responsible for enabling Services on the TT Platform, including User permissioning and identification management, and you shall pay the applicable Fees for such Services. Such Users shall have the limited right to use the Services in accordance with this Agreement. You accept the terms and conditions of this Agreement on behalf of, and full responsibility for performance of all obligations under this Agreement by, all of your Clients and Users. With respect to this Agreement, you shall ensure that each of your Affiliates, and each of your and their Clients and Users follow the terms of this Agreement as if each was you, and you are always responsible for all acts or omissions of each of your Affiliates and each of your and their Clients and Users. Except for the limited license and rights granted herein, we and our licensors retain all right, title and interest in the Services, all copies thereof, and all intellectual property and proprietary rights in the Services, including copyrights, patents, trademarks and trade secret rights.
  2. Software. With respect to any Software available as part of the Services, we grant you, your Affiliates and all of your and their Users a revocable, nontransferable, personal, nonexclusive license to use and install the object code version of the Software and any accompanying Documentation for your and your Affiliates’ internal use only. The Software is licensed to you and your Affiliates, not sold. Except for the limited license granted herein, we and our licensors retain all right, title and interest in the Software, all copies thereof, and all intellectual property and proprietary rights in the Software, including copyrights, patents, trademarks and trade secret rights.
6. Use Restrictions. The rights granted to Customer in this Agreement are restricted as follows (to the extent applicable):
  1. Not for Use with other Software. The Services were developed for use with our specific software and applications and may not be used with or for other trading software, services or channels other than as allowed herein or in the Platform Documentation.
  2. Purpose. The Services may be used only to process your own data and information and, with respect to Exchanges that have authorized you to view Market Data and/or enter trades electronically, or as otherwise set forth in the applicable Commercial Schedule.
  3. Unique Users. Unless otherwise agreed in a Service Schedule or Section D (as applicable), before using the Services, each User must be associated with one unique UserID and such UserID may not be shared with any other person including another User. Each User and UserID must be registered, confirmed and approved by you.
  4. Conformance Testing. Each Development (if any) must be disclosed to us prior to your use and use of any Development may be subject to conformance testing by us prior to us allowing such use in a production or live environment. We reserve the right to require conformance testing at any time, including after any changes in or to the Services or the Development and may forbid the use of a previously deployed Development until such conformance testing has been completed satisfactorily.
  5. Sublicense, Rental and Third Party Use. Except as otherwise authorized under this Agreement, you may not assign, sublicense, rent, timeshare, loan, lease or otherwise transfer any part of the Services, or directly or indirectly permit any third party to use or copy the Services.
  6. Third Party API Software Access. From time to time, you may enable limited access to the Services to a third party (e.g., to route FIX orders through the Services) only after receiving our express written consent in each case and only to the limited extent approved by us. You remain responsible for all use of the Services, shall provide us with the number of third parties connected to or using the Services, directly or indirectly, and related information reasonably requested by us by inputting such information into the Services or as otherwise directed by us and shall keep such information current at all times during the term of the Agreement. Prior to allowing any such approved third party access to the Services you shall ensure that such third party agrees in writing that:
    1. the third party will access or use the Services or any aspect of the Services solely and exclusively in conjunction with your approved use of the Services as granted hereunder;
    2. we disclaim all liability for:
      1. the third party’s use of the Services;
      2. any information obtained by or through the Services, and
      3. any and all Losses arising from use of the Services or any information obtained by or through the Services; and
    3. the third party agrees to hold harmless, defend and fully indemnify us for any actual or potential Losses claimed by any third party against us relating to such access to or use of the Services.
  7. You shall obtain and input the following assent and information into the Services or as otherwise directed by us and shall always keep such information current:
    1. all reasonably requested information about third party User, including the number and identity of each third party User connected to or using the Services, directly or indirectly; and
    2. the assent from any third party User with access to any Market Data to all documentation required by any applicable Exchange or us, including declarations confirming that each User is either a professional or non-professional trader.
Fees And Interest
1. The Fees payable by you for each of the Services are set out in the TT Pricing List and otherwise set out in the Service Schedules or Commercial Schedule (as applicable).
2. Price Restriction. You shall not charge your Clients more than the lesser of the Fees under any applicable Commercial Schedule or our Standard Fees when enabling access to the Services, distributing or selling them to your Users or Clients, including without limitation charging per User if the amount charged to you for such Services has been capped as a result of a User or usage limitation being met. You acknowledge that our Standard Fees are fixed and non-negotiable, and any attempt to raise the price when enabling access to the Services, distributing or selling the Services to your Users or Clients will be considered a breach of this Agreement. We reserve the right to terminate this Agreement and pursue legal remedies for any breach of this provision by you. This price restriction shall remain in effect for the duration of this Agreement and any renewals or extensions thereof, unless modified by written agreement of both parties.
3. You agree and understand that we have the right to offset any amount owed by you to us or a TT Affiliate, against any amount owed by us or a TT Affiliate to you. This right may be exercised by us at any time and without notice to you.
4. We will invoice you for the Fees as set out in the relevant Service Schedule or Commercial Schedule (as applicable). You will pay us the Fees and charges specified in such invoices in accordance with the terms of such invoices in US dollars, unless there is a different currency specified in such invoices. If payment is not received within thirty (30) days after the date of such invoice, you will be in material breach of this Agreement and you shall pay an interest rate on the outstanding amount of each invoice equal to the lesser of 1.5% per month, or the maximum amount permitted by Applicable Law. The date of each invoice shall be the date such invoice is sent electronically by us to you. You must provide us with written notice of any disputes over invoices or any Fees within six (6) months of the invoice date. We reserve the right to any other remedies we may have as a result of your default in payment to us.
5. We have partnered with Stripe, Inc. (“Stripe”) to help our customers execute online payment transactions when using our Services. By using this feature, you agree to be bound by the Stripe Connected Account Agreement, available at https://stripe.com/connect/account-terms, as may be updated from time to time. Stripe may not support all payment methods, currencies or locations, and is solely responsible for its performance of card processing and Stripe’s related services. In the event your initiated payment via Stripe’s services is declined or otherwise fails to complete, we reserve the right to seek payment from you via or outside Stripe’s services. Any authorization you provide to make repeating automatic payments using Stripe’s services will remain in effect until cancelled. By providing your banking, credit/debit card, or other payment information to us, you authorize us to use such information and disclose it to Stripe or such other payment gateway providers for processing the payments authorized by you via Stripe’s services. Payment gateway providers may also aggregate your information for other purposes, but only in ways that do not identify you or disclose any personal information about you, and may disclose your personal information when necessary to comply with Applicable Law. You acknowledge that the use of Stripe’s services is independent of us and our Services, and we have no control over it, and accordingly, we are not responsible or liable for your use, ability or inability to use Stripe’s services, or for any of Stripe’s content or services.
6. Unless otherwise stated in a relevant Service Schedule or Commercial Schedule (as applicable), we may change our Fees by providing you with no less than ninety (90) days’ written notice before the effective date of such change. Notwithstanding the foregoing, we also reserve the right to increase our Fees annually by an amount equal to the greater of the average percent increase in the Consumer Price Index-All Urban Consumers (CPI-U) over the prior twelve (12) month period or four percent (4%).
7. Where you have agreed to receive certain Services for a fixed term (as specified in the relevant Service Schedule or Commercial Schedule as applicable), if no updated Fees are agreed between the parties prior to the expiry of the relevant fixed term for those Services and before the start of any applicable automatic renewal term, we will charge you based on our then current Fee rates for the relevant Services (as set out in the TT Pricing List).
8. You will also be responsible for payment of any reasonable Fees and charges incurred by us arising from, in connection with or as a result of information requests, investigations and/or suspension or termination of the Services caused by your actions or inactions, upon production of an invoice from us to you.
9. Our Fees are not inclusive of any taxes. We are both responsible for determining and paying each our respective taxes and submitting the required information to our respective local authorities. If you are required to pay any withholding tax, charge or levy in respect of any payments due to us under this Agreement, you agree to gross up payments actually made such that we shall receive sums due hereunder in full and free of any deduction for any such withholding tax, charge or levy. You will also provide us upon our request with a certificate for any such withholding, acceptable to the appropriate taxing authority.
Amendments
1. Except where expressly provided for otherwise in this Agreement (and excluding the Platform Documentation, which is subject to a separate change procedure set out therein):
  1. this Agreement will not be amended or varied in any way unless such variation or amendment is agreed in writing and signed by each of the parties (such agreement not to be unreasonably withheld where changes are required to comply with Applicable Laws and any direction or requirement of a Regulatory Authority); and
  2. we may make changes to our Services from time to time, including without limitation, adding, altering, deprecating or otherwise changing any aspect of our Services. Where the changes are material, we will inform you of said changes if you have subscribed with us to be informed about such change. However, we may not inform you in advance of any changes we make that are operationally or technically critical for us to maintain continuation of the Services, including emergency maintenance, or that do not require a material change to your systems and are otherwise a minor enhancement to the usability of the TT Platform or enhancements to the reliability or performance of the TT Platform, or the Services.
2. We may from time to time add Services and/or features and enhancements to existing Services. If you choose to use a new Service and/or new feature or enhancement (subject to any applicable Fees), then the effective date of the new Service and/or new feature or enhancement shall be the date that you first use the new Service and/or new feature or enhancement.
Suspension Of Services
1. We may immediately suspend some or all of the Services, including access to the TT Platform, should we consider it necessary or appropriate to do so, where:
  1. continuing to provide the Services would pose a security or legal risk to us;
  2. we reasonably suspect unlawful or improper use of the Services (including any Third Party Software);
  3. you have provided materially incorrect or inaccurate information that would reasonably justify suspension of the Services;
  4. you have failed to meet our due diligence checks or have failed to provide us with the necessary information we require to carry out our due diligence checks;
  5. you are in violation of any of our or a third party’s IPR;
  6. you fail to adhere to Applicable Law, the Policies, and/or any requirement imposed by a Regulatory Authority or law enforcement authority;
  7. we are directed to do so by a Regulatory Authority or law enforcement authority;
  8. we reasonably suspect that you have failed to comply with the terms of this Agreement and such failure to comply has a material negative impact on us or any of the Services, including using the Services contrary to the agreed permitted business activities;
  9. you have failed to make payment of any outstanding amounts due to us under this Agreement; and/or
  10. we reasonably conclude that your financial position has deteriorated to the extent that you may not be able to fulfil your obligations under this Agreement, or that may affect our ability to fulfil our obligations under the Agreement.
2. Should we exercise our rights under section 4.1 to suspend some or all of the Services:
  1. we will not be liable for any Losses that you suffer as a result of such suspension, subject to section 11;
  2. we will provide you with prior notice where it is reasonable in the circumstances to do so, unless we are prohibited by Applicable Law from doing so; and
  3. we may take any further actions we deem necessary under section 6 below.
Term and Termination
1. This Agreement, and any Commercial Schedule, will commence on the Effective Date and will remain in force until terminated in accordance with its terms, in accordance with Applicable Law or, with respect to any Commercial Schedule, at the end of any term (being the aggregate of the Initial Term and any Renewal Terms) defined therein. In the event that the Commercial Schedule defines a Renewal Term, upon expiry of the Initial Term the Commercial Schedule shall automatically renew for the number of such periods listed unless notice not to renew is provided by either party within the timeframe outlined within the Commercial Schedule.
2. Either party may terminate this Agreement (in whole or in part, including any Commercial Schedule):
  1. with respect to a Commercial Schedule, in accordance with any additional termination rights set forth in the applicable Service Schedule;
  2. with respect to this Agreement, upon the provision of thirty (30) days written notice (email to suffice) where you have agreed to our online version of this Agreement through the TT Platform, with such termination to take effect on the last day of the month following the month on which notice was served (for example if notice is served on July 10, then termination will take effect on August 31);
  3. with immediate effect upon written notice to the other party, if;
    1. either party suffers a Force Majeure Event and within thirty (30) days of its occurrence, the Force Majeure Event has not been remedied or a plan to remedy the Force Majeure Event has not been agreed in writing between the parties;
    2. if the other party has materially breached this Agreement:
      1. where such breach is not capable of being remedied; or
      2. where such breach is capable of being remedied, but the breaching party fails to remedy the breach within thirty (30) days of being notified of the breach in writing; or
    3. an Insolvency Event affecting the other party occurs.
3. We may additionally terminate this Agreement (in whole or in part, including any Commercial Schedule) with immediate effect upon written notice to you, in any of the following circumstances:
  1. you fail to comply with any Applicable Law or any terms of this Agreement;
  2. we have given you written notice of any outstanding amounts due to us under this Agreement and you fail to rectify the non-payment for a period of 10 days from the date of such written notice;
  3. we reasonably believe that providing the Services to you may cause us to breach any Applicable Law or be penalized by a Regulatory Authority;
  4. we are directed to do so by a Regulatory Authority;
  5. we reasonably suspect unlawful or improper use of the Services;
  6. some or all of your Services have been suspended pursuant to section 4 above, for an aggregate period exceeding three (3) months;
  7. you have been inactive and have not used any of your Services for at least four (4) consecutive months; or
  8. if, in our reasonable opinion, we believe you have breached any warranty provided under section 12, or otherwise engaged in or are engaging in conduct that may breach or otherwise violate applicable Trade Restrictions.
Consequences Of Termination
1. Should this Agreement be terminated in whole or in part by either party for any reason (or where we have suspended your access to the Services pursuant to section 4 above, as applicable):
  1. you shall have no further right to use the Services (or the relevant part of the Services, as applicable) and will remain liable to us for any outstanding amounts due and payable to us;
  2. in the event of a suspension or termination of an account of yours, such termination or suspension may be for the entire account and you understand that such termination or suspension may therefore include Affiliate sub-accounts and your Clients and Users;
  3. we will not be liable to you for any Losses that you or your Clients may suffer as a result of termination of this Agreement;
  4. subject to any express provision to the contrary, all licenses and other rights to IPR granted under this Agreement will terminate on the effective date of termination of this Agreement; and
  5. termination of this Agreement shall not affect any rights or obligations which may or have accrued or become due prior to the effective date of termination.
2. You agree that following termination of your account and/or use of the Services, we may immediately deactivate your account and that following a reasonable period of time, not to be less than ninety (90) days, we shall be entitled to delete your account and your information from the TT Platform. During this ninety (90) day period and upon your request, we shall provide you a file of any of your information we hold in a mutually agreeable format, provided that you have paid in full all amounts owed to us. You further agree that we shall not be liable to you nor to any third party for any termination of your access to the Services or deletion of any of your information, provided that we are in compliance with the terms of this section 6.2.
Confidentiality
1. Each party shall implement and maintain appropriate safeguards to prevent unauthorized access, use, or disclosure of Confidential Information and will not copy, disclose, reproduce or use Confidential Information, except if the disclosure, copying, reproduction or use is:
  1. to a party’s Personnel, professional advisors, potential financiers, Affiliates, third-party service providers or in your case your Clients, to the extent necessary to receive the Services as authorized under this Agreement, or otherwise to perform each party’s respective obligations under this Agreement, and provided that:
    1. such Personnel, professional advisors, potential financiers, Affiliates, third-party service providers, and in your case your Clients, are subject to confidentiality obligations equivalent to those in this section 7; and
    2. each party remains liable for the acts and omissions of such Personnel, professional advisors, potential financiers, Affiliates, third-party service providers, and in your case your Clients;
  2. required to be disclosed by Applicable Law or by a court order or other civil proceedings related to this Agreement, provided that the other party shall receive prompt notice to allow for appropriate protective measures, where permitted by Applicable Law;
  3. approved in writing by the party to which the Confidential Information belongs; or
  4. subsequent to the Confidential Information becoming publicly available (other than because of a breach of this section 7).
2. Each party agrees to use the Confidential Information solely for the purpose of exercising its respective rights or performing its obligations under this Agreement.
3. Each party agrees to notify the other party as soon as reasonably possible in writing of any breach of, or if it reasonably believes there may be a breach of, this section 7.
4. The confidentiality obligations arising from this section 7 shall continue to be in force for a period of three (3) years after this Agreement has been terminated; provided that such obligations with respect to any Confidential Information constituting a trade secret under Applicable Law shall remain in full force and effect with respect to each such trade secret for so long as such item qualifies as a trade secret. After expiration of the confidentiality obligations and at the written request of either party after termination, each party agrees to either destroy the Confidential Information in its possession or control or return such Confidential Information to the other party (as requested by the other party), unless required otherwise by Applicable Law.
Intellectual Property Rights
1. Unless otherwise specified in this Agreement and subject to sections 8.5 and 8.6, each party will retain ownership over its respective pre-existing IPR, which in our case includes the IPR in the Services and any other IPR owned by us or a TT Affiliate as of the Effective Date
2. You and each of your Affiliates or Users authorized by you (and as agreed by us) may operate and use the Services strictly in accordance with the terms of this Agreement. You agree not to violate our IPR or the IPR of any third party who may contribute data or information to the Services.
3. You grant us and all other members of the TT Group a non-exclusive, royalty-free, fully-paid, worldwide, sublicensable and transferable (as set forth in this Agreement) license to use the data, information and materials that are owned by you, and that are provided to us in connection with this Agreement and the Services, and all IPR in and to such data, information and materials, to the extent necessary for us to perform our obligations under the Agreement.
4. Unless the parties agree otherwise in writing or unless expressly permitted in this Agreement, you must not:
  1. use any of our IPR for any purposes other than the specific purpose that it has been licensed to you in connection with this Agreement (including the relevant Service Schedule(s));
  2. delete or remove any notices contained within or relating to our IPR; or
  3. modify, amend, alter, store, copy, duplicate, replicate, steal, create derivative works from, disclose, distribute, reverse engineer, reverse compile, disassemble or otherwise use all or any part of our IPR (or attempt to do so or assist any third party to do so or attempt to do so).
5. You shall not remove any proprietary notices (such as copyright or trademark notices) from the Services.
6. Any suggestions, feedback or proposals that you provide to us via or in connection with the Services, whether solicited or unsolicited (collectively, “Feedback“), shall be deemed to be not confidential and non-proprietary. We shall not be liable for the disclosure, use, transmission or exploitation of any Feedback. You hereby grant us and all other members of the TT Group, and will procure that your Affiliates, Users, Personnel and other representatives grant to TT and all other members of the TT Group, a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully-paid, freely sublicensable and freely transferable right and license to incorporate, use, publish and commercially exploit the Feedback for any purpose whatsoever, commercial or otherwise, without your approval and without any attribution, compensation or accounting to you.
7. In an effort to continually improve the Services, we will collect Usage Data. You hereby grant us and all other members of the TT Group a worldwide, non-exclusive, perpetual, irrevocable, fully-paid-up, royalty-free, freely sublicensable and freely transferable license to use, copy, distribute, and otherwise commercially exploit the Usage Data (including by aggregating it with data of other customers of the TT Group) for our business purposes, including:
  1. as part of the development, distribution and licensing of products and services to our customers;
  2. establishing and maintaining databases and benchmarks used for assessing trade estimates, cost and quality benchmarking, and peer group comparisons and rankings, and preparing and providing reports and benchmark data to other customers of ours and other entities; and
  3. other statistical or analytical purposes.
8. To the extent that such Usage Data contains your Confidential Information, such Usage Data will be used only in combination with other data in a substantially aggregated and/or de-identified manner, such that it is combined with a sufficient amount of data so as not to be recognizable as pertaining to you or any of your Users or Clients. Such aggregated and/or de-identified Usage Data will not constitute your Confidential Information. We may also use information derived from the Usage Data to better service our customers, including suggesting our other products and services that may be of interest.
9. Each party agrees to notify the other party as soon as reasonably possible in writing of any breach of, or if it reasonably believes there may be a breach of, this section 8.
Data Protection
1. You may refer to our Data Protection Addendum for reference on how we will process your personal data in connection with this Agreement. Each party acknowledges and agrees that the Data Protection Addendum shall be deemed to be incorporated into and form part of this Agreement.
Indemnities
1. Subject to sections 10.2 and 11, each party shall defend and indemnify the other party in respect of any liability (including reasonable legal expenses) arising out of any third-party claim alleging that the use (in accordance with this Agreement) of any information, materials or data provided by one party to the other infringes or otherwise violates any IPR of a third party.
2. Our indemnification obligation under section 10.1 is contingent upon your promptly notifying us in writing of such claim, permitting us sole authority to control the defense or settlement of such claim, and providing us reasonable assistance in connection therewith. If a claim of infringement under section 10 occurs, or if we determine a claim is likely to occur, we will have the right, in our sole discretion, to either (a) procure for you the right or license to continue to use the Services free of the infringement claim, or (b) modify the Services to make them non-infringing, without loss of material functionality. If either of these remedies is reasonably available to us, such remedy shall be your sole and exclusive remedy and our sole and exclusive liability in the event of any claim of infringement or other violation of third party IPR. If either of these remedies is not reasonably available to us, we may, in our sole discretion, immediately terminate this Agreement (in whole or in part) upon written notice to you. Notwithstanding any other provision of this Agreement, we shall have no indemnification obligation or other obligation with respect to any claim of infringement or other IPR violation that is based upon or arises out of any of the Excluded Claims.
3. You will indemnify, defend and hold us and other members of the TT Group, and our respective managing directors, partners, officers, directors, employees and agents, and our third-party service providers and other Personnel, harmless from and against any and all claims and Losses resulting from or arising out of: (a) your use of any of the Services, or any other information or data contained therein, or produced by or disseminated through the Services, including without limitation any unauthorized use of the Services and any breaches of the security of the Services; (b) any material breach by you of any provision of this Agreement; (c) any Excluded Claim; (d) your trading activities using any Services or (e) your acting on behalf of your own Clients. Such indemnities will not apply to the extent that such Losses arise as a result of fraud, gross negligence, willful misconduct or breach of contract on the part of us or any of our Affiliates.
Liability
1. Unlimited Liability
  1. Notwithstanding any other provision of this Agreement, each party agrees that nothing in this Agreement will operate to exclude or limit:
    1. either party’s liability for fraud, willful misconduct or gross negligence;
    2. your liability under sections 10.1 and 10.3, or where any of our IPR licensed to you under any applicable Service Schedule has not been used in compliance with this Agreement (and the applicable Service Schedule);
    3. any Fees or other amounts or charges that you are obliged to fully pay to us under this Agreement; or
    4. any other liability which cannot be excluded or limited by Applicable Law.
2. Exclusion Of Indirect and Consequential Liability
  1. Subject to section 11.1:
    1. neither party, our suppliers and vendors, (including without limitation each Exchange) shall be liable for any Losses (whether in tort, contract, misrepresentation or otherwise) which constitute indirect, incidental, consequential, exemplary losses or special or punitive damages of any kind under this Agreement. This includes, without limitation, loss of profits, loss or corruption of data or loss of revenue, business, goodwill and/or investments;
    2. we shall be responsible and liable to you for any Losses arising from or in connection with any act or omission by us in connection with the performance or contemplated performance of this Agreement to the extent that such Loss is the result of our fraud, willful or reckless misconduct, but we are otherwise not liable to you in connection with any such actions or omissions, including for the avoidance of doubt where our performance of this Agreement is impacted as a result of us suffering a Force Majeure Event.
3. Monetary Cap
  1. Subject to sections 11.1 and 11.2, our total aggregate liability to you for any claims for Losses, whether in contract, tort (including negligence and breach of statutory duty, howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, including our indemnification obligations under section 10 above, arising from or relating to this Agreement, shall not exceed the Fees paid and payable by you to us in the three (3) month period prior to the date on which the relevant claim(s) arose. This amount is in the aggregate for the duration of this Agreement regardless of the number of claims that arise.
4. Disclaimers
  1. Except as provided elsewhere in this Agreement, the Services and any information provided through the Services (including any data and Third Party Software) is provided on an “as is” and “as available” basis, without warranty of any kind, express or implied. You assume all responsibility for (a) determining whether the Services or the data or information accessed or generated thereby are accurate or sufficient for your purposes or that of your Clients; (b) procuring, maintaining and securing your network connections and telecommunications links to enable access to the Services; and (c) all issues, conditions, delays, delivery failures and any Losses arising from or relating to your network connections or telecommunications links, or as otherwise caused by the internet.
  2. Other than as expressly provided under this Agreement, all warranties, representations, conditions and all other terms of any kind whatsoever implied by law are hereby disclaimed and excluded from the Agreement to the fullest extent permitted by Applicable Law (including for the avoidance of doubt any warranties in relation to any data and/or Third Party Software).
  3. No oral or written information or advice given by us shall create any additional warranties by us or in any way increase the scope of our obligations hereunder.
  4. You agree that any use of the Services should not be interpreted as:
    1. investment, legal or tax advice; or
    2. an offer to buy or sell any securities, derivative, futures or services; or
    3. a replacement for your own professional skill and judgment.
Warranties
1. Each party represents, warrants and undertakes throughout the term of this Agreement that:
  1. it has the full legal right, power and authority (including on behalf of any of its Affiliates under a relevant Commercial Schedule, as applicable) to enter into, exercise its rights and perform its obligations under this Agreement;
  2. it will perform its obligations under this Agreement in accordance with Applicable Law;
  3. it is duly constituted, organized and validly existing under the laws of the jurisdiction of its incorporation; and
  4. entering into, exercising and performing its obligations under this Agreement will not cause it to breach any Applicable Law, any provision of its constitutional documents, any agreement, license or other instrument, order judgment or decree of any court, governmental agency, or Regulatory Authority to which it is bound.
2. Each party agrees that where either party becomes aware that it may be in breach of section 12.1(d), that party is required to inform the other party as soon as practicable.
3. You represent and warrant that:
  1. you are not infringing on or otherwise violating any rights of any third party by entering into, exercising and performing your obligations under this Agreement;
  2. all information provided to us or our Personnel under this Agreement, by on behalf of you, your Affiliates or the respective Personnel of you or your Affiliates, is accurate, complete and up to date;
  3. none of you, your Affiliates, or your Clients or the respective Personnel of you, your Affiliates, or your Clients (i) are Restricted Parties or otherwise located in (or ordinary residents of) Sanctioned Countries or (ii) will directly or indirectly export, import, sell, disclose, or otherwise transfer any Services to any Sanctioned Country or Restricted Party, or engage in any other activities subject to Trade Restrictions, without first obtaining any license(s) or other governmental authorizations necessary to do so; and you will, throughout the term of this Agreement, take appropriate measures to prevent your Affiliates, the respective Personnel of you and your Affiliates, and any third party subject to your control or determining influence from undertaking any of the foregoing activities or otherwise violating any applicable Trade Restrictions.
Audit Rights
1. During the term of the Agreement and for up to three (3) years after the effective date of expiration or termination of this Agreement, you shall:
  1. keep at your normal place of business complete, accurate and up to date records of information in connection with this Agreement and your use of the Services and shall ensure that such records are sufficient to enable us to verify your compliance with your obligations under this Agreement and/or Applicable Law;
  2. permit us or our appointed auditors on ten (10) business days’ written notice and during normal business hours, to access and make copies of your records to audit compliance with your obligations under this section 13;
  3. cooperate with any Regulatory Authority or Exchange and permit the Regulatory Authority’s or Exchange’s access to your records and any other requested information in connection with your receipt of the Services (including without limitation your access to Market Data); and
  4. should the audit reveal that you are not complying with your obligations under this Agreement or Applicable Law, you shall:
    1. indemnify us for our, our appointed auditors’, and/or any Regulatory Authority’s reasonable costs for exercising our audit rights under this section 13.1; and
    2. promptly provide us with a remedial plan to achieve compliance within a reasonable time period. Unless we agree otherwise, you shall implement the remedial plan within the agreed time period. Failure to do so shall be deemed a material breach of the Agreement.
2. Where we exercise our access rights under section 13.1 above, we shall:
  1. ensure that we and/or our appointed auditors exercise said access rights in an efficient manner which minimizes disruption to your business; and
  2. enter into a confidentiality agreement with our appointed auditors on terms substantially similar to the confidentiality obligations set out in this Agreement.
Other Terms
1. Notices
  1. Any notice either party sends to the other shall be deemed to have been received at the time of transmission (as recorded on the device from which the sender sent the email and unless the sender receives an automated message that the email has not been delivered), provided that where transmission occurs after 5:00pm on a business day or on a day which is not a business day, receipt shall be deemed to occur at 9:00am on the following business day.
  2. Any notices sent by you to us shall be in writing and shall be sent to [email protected], except that the service of any proceedings or other documents by you to us in any legal action, shall be sent by registered mail/post or courier to our listed address, with a copy of all documentation being sent by email to the attention of ‘TT Legal Team’ at [email protected].
  3. Any notices sent by us to you shall be in writing and shall be sent either using electronic notifications that are part of the Service (e.g., using the Service’s message center functionality) or to the relevant email addresses designated by you during your onboarding to receive (a) legal notices; (b) general notices; or (c) invoices. You shall notify us immediately of any changes to your legal or general contact information by sending an e-mail to [email protected] and to [email protected] for any changes to your invoice contact information.
  4. When we provide updates, servicing messages or other notifications from time to time in relation to this Agreement, the TT Platform, and/or the Services, you will ensure that you, your Personnel and your third-party service providers (as applicable) are able to receive such updates, servicing messages or other notifications, and respond and/or act as necessary in accordance with each such update, servicing message or notification.
2. Assignment
  1. We may, without your consent, assign, transfer or novate this Agreement and our rights and obligations under this Agreement, in whole or in part (including with respect to any individual Service Schedule or Commercial Schedule) to another member of the TT Group or in relation to any restructuring or reorganization of us.
  2. You may not assign, transfer or novate this Agreement or any of your rights and obligations under this Agreement without our prior written consent, which consent shall not be unreasonably withheld, except that you may assign, transfer or novate this Agreement in its entirety to any of your Affiliates, subject to providing us with thirty (30) days’ prior written notice thereof.
  3. Except as expressly provided in this Agreement, this Agreement may not be assigned, transferred or novated by either party, and any attempt to so assign, transfer or novate the Agreement in violation of the foregoing will be void and of no force or effect.
3. Bribery and Corruption
  1. In performing their respective obligations under the Agreement, both Parties shall:
    1. comply with all Applicable Law relating to anti-bribery and anti-corruption, including the OECD Anti-Bribery Convention, Bribery Act 2010 in the UK and the U.S. Foreign Corrupt Practice Act (the “Bribery Requirements“);
    2. have and maintain in place (both in respect of themselves and any person associated with them who is performing services in connection with this Agreement) throughout the term of the Agreement their own policies and procedures to ensure compliance with the Bribery Requirements, and shall enforce them where appropriate;
    3. not give, nor offer to give, anyone employed by the other party or an Affiliate of the other party an inducement of any kind, or any gift or any favor that could be perceived by others to be a bribe or to influence any such person in any manner, or make any payment to any such person in any way;
    4. promptly report to the other party any request or demand for any undue financial or other advantage of any kind received by them in connection with the performance of this Agreement; and
    5. immediately notify the other party if a foreign public official becomes an officer or employee of them or acquires a direct or indirect interest in them (and they represent and warrant that they have no foreign public officials as officers, employees or direct or indirect owners at the date of this Agreement).
4. Dispute Resolution
  1. In the event of any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity thereof, each party shall send written notice of its respective positions to the other party and will exert good faith efforts to resolve the dispute. If the dispute is not settled by the expiration of thirty (30) days from the date the first written notice is received by either party (such period, the “Resolution Period”), then the entire matter shall be finally resolved by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) in effect at the time of the arbitration. In the event of any conflict between this Agreement and the AAA rules, this Agreement will control.
  2. Arbitration will be on an individual basis and the parties hereby irrevocably waive their respective rights to participate in class-wide arbitration.
  3. If the amount in controversy is less than US$1 million ($1,000,000), there will be a single arbitrator who will be selected as follows: (i) each party will propose three potential arbitrators, all of whom must have experience and/or expertise with subject matter of the dispute and must not be connected with either party; (ii) the parties will confer with each other in a good faith effort to agree on an arbitrator selected from one or both of the parties’ lists; (iii) if an arbitrator is not selected by the parties within twenty (20) days of the expiration of the Resolution Period, the AAA shall make the selection from its list of available neutrals with experience and/or expertise in the subject matter of the dispute. If the arbitrator is unable or unwilling to serve at any point in the dispute resolution process, the process for selection of an arbitrator specified in this section will be repeated, running from the date of notice of the unavailability of the first arbitrator instead of the date of the expiration of the Resolution Period. If the amount in controversy is US$1 million or more, there will be three (3) arbitrators, all of whom must have experience and/or expertise in the subject matter of the dispute. With respect to a three-person tribunal, each side shall have the right to select one arbitrator and the two so chosen (in consultation with the aide who appointed each arbitrator), shall attempt to agree on a Chair. If the parties cannot agree on a Chair within thirty (30) days of the filing of the Request for Arbitration, the AAA shall make such selection from the list of the International Centre for Dispute Resolution. For purposes of this section 14.4, all uses below of “arbitrator” shall be construed to apply to a single arbitrator, if the amount in controversy is less than US$1 million ($1,000,000), or, otherwise an arbitration panel, as applicable.
  4. The place of the arbitration will be Chicago, Illinois, United States of America, or in any other location agreed to by both parties. Unless the parties otherwise agree, or the arbitrator determines that attendance in person would be unduly burdensome, the parties (or a corporate representative if a party is not an individual) will personally attend the arbitration hearings. If the arbitrator determines that attendance in person would be unduly burdensome, the arbitration may be conducted, in whole or in part, by video conference. Whether or not the parties personally attend, the place of the arbitration will be deemed to be Chicago, Illinois. If the parties personally attend the arbitration, the parties will select a specific location in Chicago, Illinois, United States of America for the arbitration. If the parties are unable to agree on a specific location within twenty (20) days of the commencement of the arbitration, the location will be selected by the arbitrator. The language of the arbitration will be English.
  5. In addition to the power to grant monetary relief, the arbitrator shall have the power to grant any other remedy or relief available under United States law or Illinois law, whether provisional or final, including but not limited to preliminary or conservatory injunctive relief, and any such measures ordered by the arbitrator will be enforceable to the extent permitted by Applicable Law.
  6. All costs and expenses of the arbitrator and AAA shall be borne by the parties equally. Each party shall bear all costs and expenses (including of its own counsel, experts and witnesses) involved in preparing and presenting its respective case.
  7. The award in any arbitration shall be rendered within twelve (12) months of the commencement of the arbitration, unless the parties agree to a longer period of time for the arbitration, or the arbitrator determines that the interest of justice or the complexity of the case requires that this limit be extended.
  8. Judgment upon the award rendered by the arbitrator may be entered in any court having competent jurisdiction.
  9. In the event that the foregoing binding arbitration provision is determined for any reason to be unenforceable or inapplicable to a particular dispute, that dispute shall be resolved exclusively in a state or federal court of competent jurisdiction located in Cook County, Illinois. Each party submits to the in person jurisdiction of such courts for purposes of any such action or proceeding and irrevocably waives any argument that such venue is an inconvenient forum. Any such dispute that is not subject to arbitration for any reason shall be decided solely by a judge, without the use of a jury, and the each party hereby knowingly, voluntarily and irrevocably waives its right to a trial by jury.
  10. The content of the arbitral proceedings and any rulings or award shall be kept confidential by the parties and the arbitrator except: (i) to the extent that disclosure may be required of a party to fulfil a legal duty, protect or pursue a legal right, or enforce or challenge an award or other relief granted by the arbitrator in bona fide legal proceedings before a state or federal court or other judicial authority; or (ii) with the consent of both parties. Notwithstanding anything to the contrary in this Agreement, either party may disclose matters relating to the arbitration or the arbitral proceedings where necessary for the preparation or presentation of a claim or defense in the arbitration.
  11. Any proceedings to confirm or vacate an arbitration award will be governed, whenever possible, by the laws of the State of Illinois, without regard to its choice of law provisions. The foregoing notwithstanding, any arbitration award may be presented to and enforced by any judicial or other authority, in any country, having authority to enforce the arbitration award.
  12. Notwithstanding the foregoing, each party retains the right to apply to any court of competent jurisdiction for provisional and/or conservatory relief, including pre-arbitral attachments or injunctions, and any such request shall not be deemed incompatible with the agreement to arbitrate, nor a waiver of the right to have disputes submitted to arbitration as provided in this Agreement.
5. Other Terms You Need to Know
  1. This Agreement (and any non-contractual disputes) will be governed by, and construed in accordance with, the laws of the State of Illinois.
  2. We may engage subcontractors from time to time, to provide some or all the Services and subject to section 11 we shall remain liable for all acts and/or omissions of said subcontractors with respect to compliance with all applicable terms and conditions of this Agreement in connection with provision of such Services.
  3. Neither party shall make, or permit any person to make, any public announcement concerning the subject matter or terms of this Agreement, the wider transactions contemplated by it, or the relationship between us, or as otherwise agreed in writing between us, without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed), except as required by Applicable Law, any Regulatory Authority, or any court or other authority of competent jurisdiction. Notwithstanding any other provision of this Agreement, you hereby consent to us publishing your name and logo on our Website, customer lists and other marketing materials from time to time and identifying you as a customer of TT.
  4. This Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes any previous agreement between the parties with respect to the subject matter, provided however, that any non-disclosure or confidentiality agreement(s) entered into between the parties prior to the Effective Date shall continue to have effect in accordance with their respective terms until such non-disclosure or confidentiality agreement(s) expire in accordance with their terms of Agreement.
  5. At any time during the term of this Agreement, should any actual or potential conflict of interest arise between the performance of this Agreement by either party and any other activities of either party under this Agreement that exist or may exist, either party shall inform the other without delay.
  6. The failure of either party to insist upon strict performance of any provision of this Agreement, or the failure of either party to exercise any right or remedy to which it is entitled hereunder, shall not constitute a waiver or abandonment thereof and shall not cause a diminution of the obligations established by this Agreement.
  7. A waiver of any breach of the terms of this Agreement or of any default hereunder shall not be deemed a waiver or abandonment of any subsequent breach or default and shall in no way affect the other terms of this Agreement.
  8. No waiver of any of the provisions of this Agreement shall be effective unless it is expressly stated to be a waiver and communicated to the other party in writing.
  9. Other than with respect to each Exchange, each of which is an intended third party beneficiary of the Agreement, the parties (i) do not intend that any term of this Agreement shall be enforceable by any person who is not a party to it and (ii) agree and acknowledge that no third parties shall have the benefit of any provisions of this Agreement or any right to enforce the same.
  10. Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect, which the parties agree shall include but not be limited to the sections of this Agreement relating to: audit, limitations of liability, indemnities, warranties, data protection, confidentiality, intellectual property rights, governing law and this survival section.
  11. This Agreement does not create a relationship of employee/employer, joint venture, pooling arrangement, principal/agency relationship, partnership, association or trust between the parties. We shall at all times be your independent contractor and neither party shall have the right to bind the other without the other’s express prior written consent. Neither party shall at any time hold itself out to be an employee, agent or representative of the other party.
  12. If any provision of this Agreement is held by any competent authority to be invalid or unenforceable in whole or in part, it shall (to the extent that it is invalid or unenforceable) be deemed to be severable and the validity of the other provisions of this Agreement and the remainder of the provision in question shall not be affected. If the severed provision is fundamental to the achievement of the purpose of this Agreement, the parties will negotiate in good faith to remedy the invalidity, illegality or unenforceability of the provision or otherwise amend this Agreement to give effect to its purpose.
  13. This Agreement may be executed in any number of counterparts, each of which, when executed, shall be an original. All the counterparts together shall constitute one and the same Agreement. No counterpart shall be effective until each party has executed at least one counterpart.

SECTION C – Glossary Of Defined Terms And Interpretation

Principles of Interpretation
1. The Agreement has been divided into different sections accompanied with headings for each section to make the Agreement an easier read. The headings are not intended to affect the way that this Agreement is interpreted.
2. Reference to “you” or “your” means your business or organization. If two or more persons are comprised in the expression of “you” or “your” we mean each person separately and all of them jointly.
3. Reference to “we”, “us” or “our” in the Agreement means TT.
4. Reference to a person means any individual, body corporate, association, partnership, firm, trust, organization, joint venture, government, local or municipal authority, governmental or supra-governmental agency of department, state or agency of state or any other entity.
5. Reference to a statute or statutory provision includes any subordinate legislation made under it and any modifications, amendments, extensions, consolidations, re-enactments and/or replacements of any of these from time to time.
6. References to the singular include the plural, and vice versa.
7. References to a gender include every gender.
8. The words “include”, “includes”, “including”, “in particular” or any similar words or expression are for illustration or emphasis only and are not intended to limit the meaning or generality of the related general words.
9. References to “business day” means a day, other than Saturday, Sunday or public holiday in Illinois, when banks in Chicago are open for business.
10. A reference to a “party” or the “parties” means: (a) you or an Affiliate of yours that entered into a Commercial Schedule (as applicable), and/or (b) us or another member of the TT Group that entered into a Commercial Schedule (as applicable), as the context requires.
11. Unless otherwise indicated, References to;
  1. “sections” are to sections of Sections B, C or D;
  2. “Sections” are references to Sections A, B, C and D of this agreement; and
  3. “paragraphs” are to paragraphs of the Data Protection Addendum.
12. Unless expressly stated otherwise in the Agreement, references to times of the day are expressed in the time zone of Chicago, Illinois (being Central Time (CT)) in the 24-hour clock format.
13. Any obligation on you to do, or refrain from doing, any act or thing shall be deemed to include an obligation on you to procure that your Personnel, Users and Clients also do, or refrain from doing, such act or thing.
14. In the event of any conflict or inconsistency between the English version of this Agreement and any translation thereof, the English version shall prevail.
Glossary
1. Agreement Glossary
  The following table sets out the list of defined terms used throughout this Agreement:

AAA	has the meaning given to it section 14.5(a);
Addendum	means an addendum to this Agreement;
Affiliate	means a business entity controlling, controlled by or under common control with a party to this agreement;
Agreement	has the meaning given to it in section I of Section A;
Applicable Law	means any of the following to the extent applicable to this Agreement and/or the provision of the Services by us or receipt thereof by you:any laws, regulations, regulatory constraints, obligations or rules in force from time to time;any binding court order, judgment or decree;any applicable industry code, guideline, policy or standard;any applicable guidance, direction, policy, rule or order that is given by any Regulatory Authority; andany rules, requirements and operational procedures established or maintained by any relevant Exchange, market or other similar organization, business or service where tradable instruments such as securities, commodities, foreign exchange, futures, or options contracts are bought and sold;
Bribery Requirements	has the meaning given to it in section 14.4(a)(i);
Client	means any of your customers that may have access to or benefit from any of the Services;
Commencement Date	means the date upon which any license grants to you for any Software become effective.
Commercial Schedule	means any commercial schedule to this Agreement that covers the applicable Fees you or your Affiliate will pay for the associated Service Schedules.
Confidential Information	means the terms of this Agreement, and any information, except personal data, that is of a confidential and/or competitively sensitive nature, obtained by one party relating to the other party or such party’s Affiliates or the business, service providers, or customers of the other party or its Affiliates, relating in any way to this Agreement;
Control	means either the ownership of at least fifty per cent (50%) of the issued share capital, or the legal power to direct or cause the direction of the general management and policies of the entity in question, or its holding supplier or parent undertaking. The terms “Controlled”, “Controlling”, “Controller” and “Controls” will have the corresponding meaning;
Data Protection Addendum	means the set of contractual sections relating to data protection contained in a document with that name made available on the TT Website;
Data Protection Laws	means all applicable data protection laws (and in each case any re-enactment or amendment) in any jurisdiction where we operate (to the extent applicable to the Services we provide to you), including the Data Protection Act 2018, the UK GDPR, the EU GDPR, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and any other directly applicable local or national regulation (or directive) relating to privacy;
Development	means any application or functionality that you develop or have developed that utilizes any API made available by us or other connection to any Services that is used with or to enhance any Services.
Effective Date	means, with respect to any Commercial Schedule, the Effective Date defined therein and, with respect to this Agreement;the latest date that a party signs this Agreement;where you have agreed to our online version of this Agreement by signing a Commercial Schedule, the latest date a party signs such Commercial Schedule; orwhere you have agreed to our online version of this Agreement through the TT Platform, the date you provided such assent.
EU GDPR	means Regulation (EU) 2016/679 of the European Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data;
Exchange	means an exchange, market or other similar organization, business or service where tradable instruments such as securities, commodities, foreign exchange, futures, or options contracts are bought and sold;
Excluded Claims	means any third-party claim of infringement or other violation of IPR that is based upon or arises out of:the use or combination of any Services with any third-party hardware, software, products, data or other materials, or your own systems and data, other than in accordance with this Agreement the Platform Documentation, the Policies and our explicit instructions;the modification or alteration of the Services by anyone other than TT;your use of the Services in excess of the rights granted to you under or pursuant to this Agreement;your use of a superseded or altered release of the Services, if the infringement or other violation would have been avoided by the use of a current unaltered release of the Services;a business method or process that is inherent to your business;any content, data, or specifications provided by you, on behalf of you or for your benefit or that of any Client;your trading activities; oryour violation of any Applicable Laws;
Feedback	has the meaning given to it in section 8.6;
Fees	means any fee, payment or charge payable by you to us under or in connection with this Agreement as specified in the TT Pricing List, Service Schedule, Commercial Schedule (as applicable), or as otherwise notified to you from time to time;
Force Majeure Event	means any circumstances beyond the reasonable control of the affected party, including riot, civil unrest, war, act of terrorism, threat or perceived threat of act of terrorism, disaster, earthquake, extraordinary storm, lock- out or other industrial dispute, public internet failure, or changes in Applicable Law, to the extent that those circumstances materially affect the ability of the party relying on those circumstances to perform its obligations under this Agreement;
Good Industry Practice	means the exercise of that degree of skill, diligence, prudence and foresight which would reasonably and ordinarily be expected to be exercised by a skilled and experienced operator engaged in the same or a similar type of undertaking under the same or similar circumstances and conditions;
Insolvency Event	means the occurrence of any of the following events in respect of a party:the presentation of a bona fide petition for the winding up of that party which is not withdrawn or dismissed within twenty-one (21) days of presentation;the application for an order or tabling of an effective resolution for winding-up that party, in either case other than for the purpose of a solvent reorganization or amalgamation;the appointment of a receiver (including an administrative receiver), administrator, trustee or similar officer in respect of that party;an execution creditor, encumbrancer, receiver (including an administrative receiver) or other similar officer taking possession of the whole or material part of that party’s property or assets;that party making a composition with its creditors generally or the filing of papers at court seeking a moratorium in respect of it;that party is or is deemed unable to pay its debts; orany similar event occurs under the law of any relevant jurisdiction;
Internal User	means an employee or subcontractor of yours whose email address includes your domain (e.g. “<name>@<Customer>.com”).
IPR	means any intellectual property rights comprising of trademarks, service marks, rights in trade names, business names, trading and company names, logos or get-up, patents, rights in inventions, registered and unregistered design rights, copyrights, database rights and all other similar proprietary rights in any part of the world (including know-how), including, where such rights are obtained or enhanced by registration, any registration of such rights and applications and rights to apply for such registrations or any extension to such registrations;
Loss	means any loss, liability, damage, cost, claim or expense of any kind and “Losses” will be construed accordingly;
Market Data	means the market prices, volumes and other information as transmitted by an Exchange. By way of example and not limitation, information may include opening and closing range prices, high-low prices, settlement prices, current bid and ask prices, last sale prices, price limits, requests for quotations, estimated and actual contract volume data, other market activity information, contract specifications, fast or late messages, and information respecting exchange for related product and against actual transactions;
Personnel	means, in respect of either party or either party’s Affiliates, or their respective directors, officers, employees, consultants, agents, servants, and contractors and such persons of their sub-contractors (as applicable to each party); and in your case any other third party that we have approved in writing to access our Services on your behalf;
Platform Documentation	means the documentation, including any applicable Service Descriptions, which sets outlines the expected operation and functionality of the Services as well as any rules, guidelines or descriptions regarding the appropriate use of or access to the TT Platform, as provided to you from time to time;
Policies	has the meaning given to it in section I of Section A;
Privacy Policy	means our privacy policy available on our Website;
Regulatory Authority	means a regulatory authority with jurisdiction over one or both of the parties in relation to the provision or receipt of the Services or performance of either party’s obligations under this Agreement, including without limitation, self-regulatory organizations such as the National Futures Association and Financial Industry Regulatory Authority in the United States of America, and any tax authority;
Resolution Period	has the meaning given to it in section 14.5(a);
Restricted Party	means any entity, individual, or person, subject to economic sanctions or export control laws imposed or administered by the United Nations, the United States of America, the United Kingdom, and the European Union and its current or future member states, respectively. This definition includes, without limitation, parties subject to restrictions imposed by the U.S. Department of Commerce’s Bureau of Industry & Security, the U.S. Department of State, and the Department of the Treasury’s Office of Foreign Assets Control;
Sanctioned Country	means any country, region, or territory subject to economic sanctions imposed or administered by the United Nations, the United States of America, the United Kingdom, and the European Union and its current or future member states, respectively;
Section A	means Section A (Our Relationship With You) of this Agreement;
Section B	means Section B (Terms And Conditions) of this Agreement;
Section C	means Section C (Glossary Of Defined Terms And Interpretation) of this Agreement;
Section D	means Section D (Special Commercial Terms) of this Agreement;
Service Description	means documentation provided by us that outlines the scope of the services provided under an applicable Service Schedule and/or Commercial Schedule and describes the processes in place for the provision and support of the same services;
Services	means all the services that we or a TT Affiliate may provide to you from time to time under this Agreement (including the applicable Service Schedules), including for the avoidance of doubt, if applicable, access to the TT Platform, any software programs owned or licensed by us and any Infrastructure Hosting Services as defined and described more fully in Service Schedule I;
Service Schedule	means any service schedule to this Agreement that covers the provision of Services by us, or another member of the TT Group, to you;
Software	means the software programs owned or licensed by us, in object code form only, to which we grant you access as part of the Services.
Standard Fees	means the Fees as outlined in the TT Pricing List.
Third Party Software	means any software used in the Services and licensed either directly by any third parties to you, or by us from any third parties (including open source software);
Trade Restrictions	means the various economic sanctions, export control laws, and other restrictive trade measures administered by the European Union, the United Kingdom, the United States of America, and of any other country with jurisdiction over activities undertaken in connection with this Agreement;
TT	has the meaning given to it in Section A;
TT Group	means TT and all TT Affiliates forming part of our corporate group of companies;
TT Platform	means our proprietary online platform accessed via the Website, and/or other domain names designated by us from time to time, through which you can access some or all of the Services, including (if applicable) for the avoidance of doubt any hosted Services provided by us or a TT Affiliate;
TT Pricing List	means our standard pricing list setting out any applicable Fees for the Services, located at https://www.tradingtechnologies.com/resources/pricing/ttcontractpricing/ or as communicated to you in writing;
UK GDPR	means the retained EU law version of the EU GDPR as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018 and as amended by Schedule 1 to the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019 (SI 2019/419), or as may be amended from time to time;
Usage Data	means all information obtained or created in the course of your use of or our performance of the Services and related services;
Users	means your, or your Clients’, employees, contractors and agents (a) who are authorized by you to access and use the Services under the rights granted to you pursuant to this Agreement; and (b) for whom access to the Services has been purchased hereunder;
UserID	means a unique number or code Issued by us that identifies each User of the Service.
Website	means www.trade.tt or www.tradingtechnologies.com.

1. Not used

Service Schedule I – Futures and Options

Fees and Interest
1. True Up. In the event you have Overages, we shall be entitled to invoice for said Overages on the next invoice.
2. Drawdown. In the event services are subject to a Drawdown, we shall provide you with the amount of the Drawdown utilized each month. In the event you utilize all of the Drawdown, we shall invoice for any Overages on a monthly basis at either the Service Fees outlined in the applicable Commercial Schedule or the Standard Fees as applicable.
Not Used
Premium Order Types
1. As part of the Services, we agree to facilitate access to TT Premium Order Types.
2. For clarity, TT Premium Order Types Service Fees will be charged in addition to User and other Service Fees. This pricing model is not available for trading any product deemed a security. To the extent you would like to utilize TT Premium Order Types to trade securities, the parties will work in good faith to agree upon different commercial terms that do not involve a per transaction fee.
3. TT Premium Order Types may be used solely and exclusively within the Services and for your internal business purposes on authorized devices and may not be exported or used for resale or other transfer or disposition to, or use by or for the benefit of, any other person.
Infrastructure as a Service
1. Third-Party Components
  Your Obligations under section 1.3 of Section B shall apply to any third party hardware, data lines, equipment, related operating system or other software or any other third party product or service (together the “Third-Party IaaS Components”) is provided as part of Infrastructure Hosting Services and your use of said Third-Party IaaS Components shall be deemed as acceptance of the third party licenses.
2. Use Restrictions.
  Notwithstanding anything in section 1.6 of Section B, the rights granted to you in this Agreement are further restricted as follows:
  1. Not for Use with other Software. Notwithstanding anything in section 1.6(a) of Section B, Infrastructure Hosting Services may be provided and used independently from our software and applications as agreed to by the parties.
  2. Purpose. Notwithstanding anything in section 1.6(b) of Section B, Infrastructure Hosting Services may be provided and used independently from Market Data and trading as agreed to by the parties.
  3. Unique Users. section 1.6(c) of section B does not apply insofar as the Services are Infrastructure Hosting Services.
  4. Third Party API Software Users. Your obligations under 1.6(f) apply in so far as you need to allow limited access to a third-party to use Infrastructure Hosting Services.
3. Indemnities
  Neither party shall provide the indemnities provided under section 10.1 of Section B in the event that said third-party claim arises from third-party hardware, data lines, equipment, related operating system or other software or any other third-party product or service that is provided as part of Infrastructure Hosting Services.
Digital Assets
1. Access and Use.
  1. Provision of Access. Subject to your compliance with the terms and conditions of this Service Schedule, we hereby grants you a worldwide, non-exclusive, non-transferable (subject to section 14.3 of Section B), non-sublicensable right to Use the Digital Asset Trading Services for your internal business purpose during the Term; provided that you strictly complies with the restrictions set forth in section 1.6 of Section B.
  2. Access and Credentials. You will not permit any other Person to access, use or operate the Digital Asset Trading Services. You will secure usernames and passwords, hardware and software used to access the Digital Asset Trading Services (including Liquidity Provider Credentials) in accordance with customary security protocols and Documentations (including using multi-factor authentication when available), and will promptly notify us if you know or reasonably suspect that any username and password (including any Liquidity Provider Credential) has been compromised. You will not misrepresent your identity or otherwise provide any deceptive or misleading profile information or images when creating an account in connection with the Digital Asset Trading Services.
  3. KYC Screening. You may review and screen each Client in accordance with applicable laws, rules and regulations, your global due diligence, global anti-money laundering, counter-financing of terrorism, “know your consumer” and other similar policies (collectively, “KYC Screening”). You may update your KYC Screening based on applicable law or government communications, including recommendations from government agencies, and we or our licensors retains the right to reject or block any transaction in accordance with applicable law. Notwithstanding the forgoing, you shall not rely upon us to perform KYC Screening or any other regulatory screening or obligation for your benefit.
  4. Transactions Executed by Liquidity Providers. You acknowledge and agree that there is no certainty that a Liquidity Provider will execute a transaction following communication of Trading Instructions by us or our licensors, and that we and our licensors are not liable in the event such Liquidity Provider refuses to execute such transaction (assuming Trading Instructions are validly communicated to such Liquidity Provider in accordance with this Service Schedule).
  5. Violation of Applicable Laws or Liquidity Provider Agreements. We are not required to pre-screen or actively review any Trading Instructions, but we or our licensors may refuse to execute any Trading Instructions on the applicable Liquidity Providers if we or our licensors become aware or reasonably suspect that the Trading Instructions do not comply with any applicable specification, applicable laws or Liquidity Providers Agreements.
  6. Bilateral Transactions. You acknowledge and agree that we (and our licensors) only communicate your Trading Instructions to the applicable Liquidity Provider through the Digital Asset Trading Services. Any transactions arising from such communication will be bilateral between you and Liquidity Provider and will be concluded and settled outside of the Digital Asset Trading Services in accordance with the applicable Liquidity Provider Agreement and applicable laws. You further acknowledge that we (and our licensors) make no representation as to, and do not accept any liability with respect to, the accuracy, completeness or appropriateness for any particular purpose of any pricing information distributed via the Digital Asset Trading Services.
2. Data.
  1. As between you and us, subject to section 7.2(b), you will own and retain all right, title and interest in and to all Customer Materials.
  2. To enable us (and our licensors) to provide the Digital Asset Trading Services, you agree to give us (and our licensors) access to Customer Materials through the delivery mechanism agreed upon by the parties, in accordance with our technical specifications. You hereby grant us (and our licensors) a limited, perpetual, license to use, extract, reformat, manipulate, analyze, summarize, and otherwise derive information from the Customer Materials and Digital Asset Trading Services Output solely as necessary and proportionate to provide the Digital Asset Trading Services to you and operate, maintain, and improve the Digital Asset Trading Services. This license includes the right to sublicense through multiple tiers to our licensors and service providers.
  3. Notwithstanding the provisions above of this section 7.2, we or our licensors may combine any anonymized data, and use such combined data, or a subset thereof (provided that any such combined data or subset thereof may not solely consist of Customer Materials), in strictly an aggregate and anonymous manner where such data becomes Derived Data. The Derived Data shall not identify you, any Client or investment vehicle of yours, or any holdings, positions, investments or portfolios of yours or any Client. You further grant us (and our licensors) a non-exclusive, worldwide, royalty-free and perpetual right and license to use the Derived Data for any purpose.
3. Representations and Warranties.
  1. You hereby represent, warrant and covenant to us (and our licensors) that you have obtained and will obtain all necessary consents, permissions and licenses with respect to any and all Customer Materials to the extent necessary: (i) for you and us (and our licensors) to comply with all applicable Liquidity Provider Agreements, laws, rules and regulations including all applicable data protection and privacy laws; (ii) for you to grant the licenses contemplated by sections 7.2(b) and 7.2(c) without violating any third party intellectual property or privacy rights; and (iii) for you to represent, warrant and covenant that it is an ‘Eligible Contract Participant’ (A) as such term is defined in section 1(a)(12) of the Commodity Exchange Act 1936 and (B) as such term is defined in section 1(a)(18) of the Commodity Exchange Act 1936, as amended by the Dodd Frank Wall Street and Consumer Protection Act 2010.
  2. You represent that you have entered into Liquidity Provider Agreements with each Liquidity Provider (to the extent required by the Liquidity Provider) you communicate with through the Service. You further represent, warrant and covenant to us (and our licensors) that you will ensure that the Customer Materials comply with all applicable laws and relevant Liquidity Provider Agreements.
  3. Neither you, nor to your knowledge, any affiliate, or any of your or your affiliates’ directors or officers, is (i) the subject of any economic or trade sanctions or restrictive measures issued by the United Nations, United States or European Union (“Sanctions”), (ii) 50% or more owned or controlled, directly or indirectly, individually or collectively, by one or more persons or entities that is or are the subject of Sanctions, and (iii) to the best of your knowledge, no entity 50% or more owned or controlled by a direct or indirect parent of you, is the subject of Sanctions. For purposes of section (c) in this section, “parent” is a person owning or controlling, directly or indirectly, 50% or more of you.
4. Your Indemnification. You will indemnify, defend, and hold us (and our licensors), our managing directors, partners, officers, directors, affiliates, employees and agents, and our third party service providers from and against all losses, liabilities, judgments, suits, actions, proceedings, claims, damages, costs (including attorney’s fees) resulting from or arising out of any Customer Materials, including any claim that the use, provision, transmission, display or storage of Customer Materials violates any Liquidity Provider Agreement or applicable law, rule or regulation.
5. DISCLAIMER.
  No Liability for Customer Materials. WITHOUT LIMITING THE GENERALITY OF SECTION 11.4 OF THE AGREEMENT, YOU ACKNOWLEDGE THAT WE (AND OUR LICENSORS) IS NOT REQUIRED TO PRE-SCREEN OR MONITOR THE CUSTOMER MATERIALS (INCLUDING TRADING INSTRUCTIONS OR LIQUIDITY PROVIDER CREDENTIALS). UNDER NO CIRCUMSTANCES WILL WE (OR OUR LICENSORS) BE LIABLE IN ANY WAY FOR ANY YOUR MATERIALS, INCLUDING LIABILITY FOR ANY ERRORS, INACCURACIES, OR OMISSIONS THEREIN, INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR BREACH OF THIS ADDENDUM, APPLICABLE LAWS OR LIQUIDITY PROVIDER AGREEMENT. YOU ACKNOWLEDGE THAT YOU ARE RESPONSIBLE FOR MAINTAINING ADEQUATE SECURITY AND CONTROL OF THE LIQUIDITY PROVIDER CREDENTIALS AND ANY AND ALL IDS, PASSWORDS, HINTS, PERSONAL IDENTIFICATION NUMBERS (PINS), OR ANY OTHER CODES THAT YOU USE TO ACCESS OR IN RELATION TO THE DIGITAL ASSET TRADING SERVICES.
6. Miscellaneous.
  Third Party Beneficiaries. Talos Trading, Inc. is a “licensor” and an intended third party beneficiary of this Service Schedule and the Agreement to the extent Talos Trading, Inc. is involved in the provision of Digital Asset Trading Services. Accordingly, Talos Trading, Inc. may therefore enforce the provisions of this Service Schedule and the Agreement and is entitled to the benefits and protections of this Service Schedule and the Agreement as if it were a party to thereto to the extent Talos Trading, Inc. is involved in the provision of the Digital Asset Trading Services.
Chinese Exchange Access
The terms of this section 6 apply in so far as you wish to provide market access to certain Chinese Exchanges as part of the Services.
1. ESunny Solution: We will support a technical/software connection, between the Services and the ESunny Programming Interface (“ESunny”), either of which will enable us and the Service to display Market Data and route orders to the Chinese Exchanges made available through ESunny and the Service. The Chinese Exchanges made available through ESunny include:
  1. The Shanghai International Energy Exchange (INE)
  2. The Dalian Commodities Exchange (DCE)
  3. The Zhengzhou Commodities Exchange (ZCE)
  4. Shanghai Futures Exchange (SHFE)
  5. China Financial Futures Exchange (CFFE)
2. You represent and warrant that we are fully authorized (a) to maintain and support the connection to ESunny or the alternate solution and (b) that no further agreements or permissions are required from ESunny or its alternate solution or any of the Exchanges to which we will gain and provide connectivity for the right to: (i) access and display such Exchanges’ Market Data; (ii) route orders to such Exchanges; or (iii) for any other reason.
3. Alternate Solution. Notwithstanding the foregoing, to the extent the parties agree to use a different solution to connect to the Chinese Exchanges, then we may develop and or provide a technical/software connection to such alternate solution.
4. Connectivity Costs and Maintenance.
  1. You will be responsible for;
    1. managing the implementation and or ongoing support of your Esunny platform and its connectivity to Chinese Exchanges, including without limitation any additional hardware, cross connects or other devices necessary to complete the physical connectivity between the Services and the ESunny Solution; and
    2. paying all associated 3rd party costs for implementation, usage and ongoing maintenance and support of the physical connectivity solution to the connection point to the TT platform and the Services.
  2. You agree to configure and implement the Service in a live state within 4 weeks of the announced completion of the ESunny Solution as part of the Services.
5. Minimum Commitment. You shall support in a live production environment the ESunny (or alternate, as agreed) solution and related infrastructure and technology contemplated in sections 7.1 through 7.4 for no less than 12 months after the ESunny solution is available through the Service for access to live market data and order entry (“ESunny Initial Term”). In the event you fail to comply with the immediately preceding sentence, you shall pay to us as a reasonable estimation of our damages and not as a penalty, an infrastructure fee of no less than US$3,000 per month multiplied by the number of months remaining in the ESunny Initial Term.
6. Service Fees. The applicable Service Fee is US$0.20 per contract or lot executed using the Service, provided each applicable contract or lot:
  1. is routed via the Service to Chinese Exchanges;
  2. originates from a User outside The People’s Republic of China; and
  3. is executed in an authorized Chinese Exchange listed product.
7. All transactions executed on other international Exchanges outside of People’s Republic of China will be subject to our Standard Fees.
8. Distribution Rights. You represents and warrants that you have and will throughout the term of any applicable Commercial Schedule retain the rights to distribute Exchange Market Data via the TT Platform for the authorized products listed on Chinese Exchanges and to Clients outside of the People’s Republic of China. You further represent and warrant that you have that authority to grant to us, and that you hereby grants to us, the right to distribute Exchange market data to your identified Users (including API Users) through the TT Platform throughout the term of any applicable Commercial Schedule.
9. In the event any provision of this Addendum is determined to be invalid or unenforceable, that provision shall be severed and modified to the extent necessary to make such provision enforceable, and the remainder of this Addendum shall remain valid and fully enforceable.
Glossary
For purposes of this Service Schedule, the following terms have the meanings set forth below. All initial capitalized terms in this Schedule that are not defined in this section 8 shall have the respective meanings given to them in the Agreement and any schedules or amendments/addenda thereto.

Advanced Features	means the following Services on the TT Pricing List;QuikStrikeAdvanced OptionsAPIEnhanced File TransferFIX Drop CopyFIX Market Data Sessions.
Affiliate	means a business entity controlling, controlled by or under common control with a Party to this Addendum.
Clearing Services	means the TT Clearing and TEO products.
Your Materials	means all information, data, content and other materials, in any form or medium, that is submitted, posted, collected, transmitted or otherwise provided by or on behalf of you through the Digital Asset Trading Services or to us or our licensors in connection with your use of the Digital Asset Trading Services, but excluding, for clarity, any information, data, content or materials owned or controlled by us or our licensors and made available through the Digital Asset Trading Services. For greater certainty, Your Materials include Trading Instructions and Liquidity Provider Credentials.
Derived Data	means (i) any data that is derived by us or our licensors while processing Your Materials, that is aggregated, deidentified, and anonymized or sufficiently different from Your Materials such that it no longer meets the definition of Your Materials, and (ii) Your Materials, where you and the attribution of activities to you cannot be identified from analysis or further processing of, or separately removed from, such derived data.
Digital Asset Trading Services	means the additional Services, related products, and related Software that we provide pursuant to this Service Schedule to customers, including any Software application that is for use on a mobile or smart device, to enhance the trading of certain digital assets on or through our customer’s authorized Liquidity Providers. The Digital Asset Trading Services include access to Market Data made available to our customers from their authorized Liquidity Providers and the ability to communicate orders to buy and sell tradable instruments on such Liquidity Providers.
Digital Asset Trading Services Output	means all data, information and materials generated by the Digital Asset Trading Services based on Your Materials, including data models and data output.
Drawdown	means any Services provided to a you on the basis of an annual payment against which you are entitled to allocate Services. Unless stated otherwise in an applicable Commercial Schedule, you may allocate any Services available under this Service Schedule.
Execution Services	means all Services on the TT Pricing List that are not Advanced Features or Digital Asset Trading Services..
Intellectual Property Rights	means patent rights (including patent applications and disclosures), copyrights, trademarks, trade secrets, know-how and any other intellectual property rights recognized in any country or jurisdiction in the world.
Liquidity Providers	means the cryptocurrency exchanges (such as Binance and Coinbase), OTC desks, market makers and other liquidity providers, that are selected by you in respect of which the Digital Asset Trading Services will interface with and perform trading activities and other Digital Asset Trading Services as further described in this Addendum.
Liquidity Provider Agreements	means, with respect to a Liquidity Provider, its policies, terms of use, guidelines, practices, and other procedures with which its customers, Affiliates and/or partners are required to comply.
Liquidity Provider Credentials	means, with respect to a Liquidity Provider, ids, passwords, personal identification numbers (pins), or any other codes that you use to access your account on the Liquidity Provider. For clarity, the Liquidity Provider Credentials will be deemed your confidential information.
Market Data	means with respect to Digital Asset Trading Services, real-time trade data and prices from your authorized Liquidity Providers and with respect to all other Services has the meaning defined in Section C of this Agreement.
Overages	means the good faith use of Services in excess of those permitted under any Committed Services mechanism.
Person	means any individual, corporation, partnership, trust, limited liability company, association, governmental authority or other entity.
True Up	means the reconciliation of Committed Services to account for usage over and above the fixed amounts.
Use	means to use, access and/or operate the Digital Asset Trading Services in accordance with this Service Schedule and the Documentation.

Service Schedule II – Data and Analytics

Additional Representations, Warranties and Undertakings
In addition to the general representations, warranties and undertakings in the Agreement, the following representations, warranties and undertakings apply specifically to the Data and Analytics Services:
1. You acknowledge that the post-trade Service provided by us to you is only intended for post-trade analytic and measurement purposes to assist you, along with consideration by you of other relevant factors, with trading decisions, and is not intended to be forward-looking or an estimate of future trading costs.
2. You acknowledges that the post-trade Service provided by us to you is dependent on accurate and complete information provided by you and third-parties to us and that is not independently verified by us, and that we are under no obligation to provide updated or corrected information or reports to you even if we become aware of changes to such data after the provision of the Service.
3. To the extent that the Service Fee to be paid by you, as described in this Service Schedule II, involves the use of brokerage services of TTBD, LLC, Customer hereby agrees to enter into a Customer Brokerage Agreement with TTBD, LLC.
Customer Provided Data
1. You understand and acknowledge that you must provide data in the format appropriate for the Service(s) selected by you in order to access the Service(s), and that you agree to provide us with all information necessary or required for us to provide the Service(s) hereunder (“Customer Provided Data”) in such specified formats.

Service Schedule III – Fixed Income

Market Data
1. For the purposes of this Service Schedule III, and with respect to section 1.4 of Section B, all references to “Exchange” shall be interpreted to include stock exchanges, data vendors and other such sources (collectively with Exchanges known as “Fixed Income Market Data Sources”).
2. In respect any Market Data provided by or obtained (directly or indirectly) from Fixed Income Market Data Sources (“Fixed Income Market Data”), and any third-party services and any applicable third-party software used by the you in conjunction with the Services provided under this Service Schedule III (“Third Party Fixed Income Services”), you warrant and represent that:
  1. you
    1. have obtained and shall continue to hold during the Term any and all rights and permissions necessary for us, our employees, agents and subcontractors to:
      1. store, process and transfer any Fixed Income Market Data; and/or
      2. use any Third Party Fixed Income Services; and
    2. comply and shall continue to comply with all relevant license obligations in respect of Fixed Income Market Data and Third Party Fixed Income Services, to the extent necessary for us to perform our obligations under this Agreement; and
  2. to the best of your knowledge and subject to you having at all times used commercially available anti virus and anti malware software and standard industry IT Security practices, the Fixed Income Market Data contains no Viruses or material which is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, facilitates illegal activity or causes damage or injury to any person or property.
Glossary
For purposes of this Service Schedule, the following terms have the meanings set forth below. All initial capitalized terms in this Schedule that are not defined in this section 2 shall have the respective meanings given to them in the Agreement and any schedules or amendments/addenda thereto.

Virus

means any program, routine, device or harmful code which (i) has the effect of or is designed to delete, disable, deactivate, provide unauthorized access to, interfere with or otherwise harm any software, program, data, device, system or service; (ii) has the effect of or is intended to provide unauthorized access or to produce unauthorized modifications; or (iii) causes data to be inaccessible, any part of the Service to become inoperable or otherwise incapable of being used in the full manner for which it is being provided.