Börse Berlin. AG reserves all rights to withhold or withdraw approval of any Service Facilitator, to apply such additional terms in respect of any Service Facilitator as Börse Berlin XX xxxxx appropriate and/or to require any Service Facilitator to enter into an agreement with Börse Berlin AG.
Börse Berlin. AG shall waive Licensee’s liability for unpaid Fees and associated interest in respect of unauthorised use or redistribution of Information by Customers where Börse Berlin AG is satisfied, following reasonable levels of enquiry, that:
a) Licensee is not responsible for the unauthorised use and has used reasonable commercial efforts to apply Operational Controls to restrict or prevent unauthorised use;
b) Licensee has reported the unauthorised use to Börse Berlin AG without unreasonable delay upon becoming aware of it;
Börse Berlin. AG grants to Licensee a non-exclusive and non-transferable licence for Licensee’s Group to receive and use Equiduct Products subject to the terms and conditions of this Agreement.
Börse Berlin. AG is liable for and will indemnify the members of Licensee’s Group against all direct loss, damage cost or expense (including legal fees) arising out of all claims or proceedings relating to:
(i) the possession and use in accordance with this Agreement of Equiduct Products and/or Information by the members of Licensee’s Group and/or Customers, based on the claim that such possession or use infringes any Intellectual Property Rights of any third party (the “IPR Claim”) provided that:
(a) the members of Licensee’s Group give prompt written notice to Börse Berlin AG of any such IPR Claim giving all such details as are in their possession;
(b) the members of Licensee’s Group give Börse Berlin AG the sole conduct of the defence to such IPR Claim and do not at any time admit liability or otherwise attempt to settle or compromise the IPR Claim; and
(c) Licensee acts in accordance with the reasonable instructions of Börse Berlin AG and gives such assistance as Börse Berlin AG shall reasonably require in relation to such IPR Claim subject to payment of its reasonable costs in so doing.
Börse Berlin. AG or its authorised representatives may carry out audits during business hours with ten (10) business days advance notice in the event that Börse Berlin AG has reason to suspect material breach of this Agreement by a member of Licensee’s Group or Customers receiving Information from a member of Licensee’s Group.
