Licence. 3.1. Where the Customer is authorized by the Exchange to act as a Redistributor (via acceptance of the Customer’s appropriate Order), such Redistributor is hereby licenced for the duration of this Agreement only on a non-exclusive, non-assignable, revocable, worldwide basis to re-distribute the Data to End Customers. The Redistributor's licence includes only the right to use, store, process, reproduce, make available and re-distribute the Data as part of the Redistributor's services in accordance with the Terms of this Agreement. For the avoidance of doubt, the Redistributor shall not do anything and has no rights in respect of the Data other than expressly granted in this Agreement. 3.2 The Redistributor undertakes, inter alia, to prohibit the re-distribution, re-sale or sublicensing of Data in its contract with End Customers, to advise the Exchanges immediately if it becomes aware of any breach of such prohibition by an End Customer and to promptly enforce the contract on request by the Exchange in the event the Exchange becomes aware of any re-distribution, re-sale or sublicensing of Data by an End Customer without the prior written consent of the relevant Exchange. 3.3 The Customer (whether authorized to act as a Redistributor or not) may provide the Data to its Subsidiaries, provided, for the avoidance of doubt, such Subsidiary is listed on the Order or has been notified in writing to the Exchange prior to the supply of any Data to it. However, for the avoidance of doubt, any supply of Data to an undertaking which is not a “Subsidiary” of the Customer as defined in section 1159 of the Companies Xxx 0000 shall only be permitted where the Customer is authorised by the Exchange to act as a Redistributor, and such supply of Data shall be deemed to be a redistribution for the purposes of this Agreement. 3.4 Where a Customer is not authorised as a Redistributor, it shall be deemed to be an End Customer and it is strictly prohibited from re-distributing, re-selling or sub-licencing the Data to third parties other than to its Subsidiaries, except with the relevant Exchange’s prior written consent. The End Customer undertakes, inter alia, to only use the Data at the Premises in the ordinary course of its business and not to re-distribute, re-sell or sub-licence the Data to third parties other than its Subsidiaries, except with the relevant Exchange’s prior written consent.
Appears in 6 contracts
Samples: Real Time Market Data Agreement, Real Time Market Data Agreement, Real Time Market Data Agreement
Licence. 3.1. Where the Customer is authorized authorised by the Exchange to act as a Redistributor (via acceptance of the Customer’s appropriate Order), such Redistributor is hereby licenced for the duration of this Agreement only on a non-exclusive, non-assignable, revocable, worldwide basis to re-distribute the Data to End Customers. The Redistributor's licence includes only the right to use, store, process, reproduce, make available and re-distribute the Data as part of the Redistributor's services in accordance with the Terms of this Agreement. For the avoidance of doubt, the Redistributor shall not do anything and has no rights in respect of the Data other than expressly granted in this Agreement.
3.2 The Redistributor undertakes, inter alia, to prohibit the re-distribution, re-sale or sublicensing of Data in its contract with End Customers, to advise the Exchanges immediately if it becomes aware of any breach of such prohibition by an End Customer and to promptly enforce the contract on request by the Exchange in the event the Exchange becomes aware of any re-distribution, re-sale or sublicensing of Data by an End Customer without the prior written consent of the relevant Exchange.
3.3 The Customer (whether authorized authorised to act as a Redistributor or not) may provide the Data to its Subsidiaries, provided, for the avoidance of doubt, such Subsidiary is listed on the Order or has been notified in writing to the Exchange prior to the supply of any Data to it. However, for the avoidance of doubt, any supply of Data to an undertaking which is not a “Subsidiary” of the Customer as defined in section 1159 of the Companies Xxx 0000 shall only be permitted where the Customer is authorised by the Exchange to act as a Redistributor, and such supply of Data shall be deemed to be a redistribution for the purposes of this Agreement.
3.4 Where a Customer is not authorised as a Redistributor, it shall be deemed to be an End Customer and it is strictly prohibited from re-distributing, re-selling or sub-licencing the Data to third parties other than to its Subsidiaries, except with the relevant Exchange’s prior written consent. The End Customer undertakes, inter alia, to only use the Data at the Premises in the ordinary course of its business and not to re-distribute, re-sell or sub-licence the Data to third parties other than its Subsidiaries, except with the relevant Exchange’s prior written consent.
Appears in 6 contracts
Samples: Real Time Market Data Agreement, Real Time Market Data Agreement, Real Time Market Data Agreement
Licence. 3.1. 3.1 Where the Customer is authorized by the Exchange Turquoise to act as a Redistributor (via acceptance of the Customer’s appropriate OrderXXX Application Form), such Redistributor is hereby licenced licensed for the duration of this Agreement only on a non-exclusive, non-assignable, revocable, worldwide basis to re-distribute the Data to End Customers. The Redistributor's licence license includes only the right to use, storestore (for the avoidance of doubt, any distribution of stored Turquoise data after midnight either as a discrete data product or as a part of a derived product is not permitted), process, reproduce, make available and re-distribute the Data as part of the Redistributor's services in accordance with the Terms of this Agreementservices. For the avoidance of doubt, the Redistributor shall not do anything and has no rights in respect of the Data other than expressly granted in this Agreement.
3.2 The Redistributor undertakes, inter alia, to prohibit the re-distribution, re-sale or sublicensing of Data in its contract with End Customers, to advise the Exchanges immediately if it becomes aware of any breach of such prohibition by an End Customer and to promptly enforce the contract on request by the Exchange in the event the Exchange becomes aware of any re-distribution, re-sale or sublicensing of Data by an End Customer without the prior written consent of the relevant Exchange.
3.3 The Customer (whether authorized to act as a Redistributor or not) may provide the Data to its Subsidiaries, provided, for the avoidance of doubt, such Subsidiary is listed on the Order or has been notified in writing to the Exchange prior to the supply of any Data to it. However, for the avoidance of doubt, any supply of Data to an undertaking which is not a “Subsidiary” of the Customer as defined in section 1159 of the Companies Xxx 0000 shall only be permitted where the Customer is authorised by the Exchange to act as a Redistributor, and such supply of Data shall be deemed to be a redistribution for the purposes of this Agreement.
3.4 Where a Customer is not authorised as a Redistributor, it they shall be deemed to be determined as an End Customer and it is strictly prohibited from may not re-distributingdistribute, re-selling sell or sub-licencing licence the Data to third parties other than to its Subsidiaries, except with the relevant Exchange’s prior written consenttheir Affiliated Companies. The End Customer undertakes, inter alia, to will only use the Data at the Premises in the ordinary course of its business and will not to re-distribute, re-sell or sub-licence license the Data to third parties other than its Subsidiariesparties, except with the relevant ExchangeTurquoise’s prior written consent.
3.3 The Customer’s use of the Service and the Data shall comply wholly with Schedule 2 at all times.
3.4 The Customer shall not use the Service or the Data for any illegal purpose or otherwise than in compliance with the applicable laws in the jurisdictions in which the Customer operates.
3.5 The Customer shall be responsible for the payment of all applicable Charges associated with any such use by its Affiliated Companies and shall procure that each of its Affiliated Companies complies fully with the relevant terms of this Agreement as if it were the Customer.
3.6 The Customer shall indemnify Turquoise against any claims, actions or proceedings, brought by its Affiliated Companies against Turquoise and any liability, costs or expenses (including any reasonable legal costs and any other reasonable expenses) included therewith.
3.7 For the avoidance of doubt, the Customer shall not do anything and has no rights in respect of the Data other than expressly granted in this Agreement. The Customer shall obtain Turquoise's express prior written consent for any act which is not expressly covered in this Agreement.
Appears in 5 contracts
Samples: Information License Agreement, Information License Agreement, Information License Agreement
Licence. 3.1. Where the Customer is authorized authorised by the Exchange to act as a Redistributor (via acceptance of the Customer’s appropriate Order), such Redistributor is hereby licenced for the duration of this Agreement only on a non-exclusive, non-assignable, revocable, worldwide basis to re-distribute the Data to End Customers. The Redistributor's licence includes only the right to use, store, process, reproduce, make available and re-distribute the Data as part of the Redistributor's services in accordance with the Terms of this Agreement. For the avoidance of doubt, the Redistributor shall not do anything and has no rights in respect of the Data other than expressly granted in this Agreement.
3.2 The Redistributor undertakes, inter alia, to prohibit the re-distribution, re-sale or sublicensing of Data in its contract with End Customers, to advise the Exchanges immediately if it becomes aware of any breach of such prohibition by an End Customer and to promptly enforce the contract on request by the Exchange in the event the Exchange becomes aware of any re-distribution, re-sale or sublicensing of Data by an End Customer without the prior written consent of the relevant Exchange.
3.3 The Customer (whether authorized authorised to act as a Redistributor or not) may provide the Data to its Subsidiaries, provided, for the avoidance of doubt, such Subsidiary is listed on the Order or has been notified in writing to the Exchange prior to the supply of any Data to it. However, for the avoidance of doubt, any supply of Data to an undertaking which is not a “Subsidiary” of the Customer as defined in section 1159 of the Companies Xxx 0000 shall only be permitted where the Customer is authorised by the Exchange to act as a Redistributor, and such supply of Data shall be deemed to be a redistribution for the purposes of this Agreement.
3.4 Where a Customer is not authorised as a Redistributor, it shall be deemed to be an End Customer and it is strictly prohibited from re-distributing, re-selling or sub-licencing the Data to third parties other than to its Subsidiaries, except with the relevant Exchange’s prior written consent. The End Customer undertakes, inter alia, to only use the Data at the Premises in the ordinary course of its business and not to re-distribute, re-sell or sub-licence the Data to third parties other than its Subsidiaries, except with the relevant Exchange’s prior written consent.
3.5 Where an End Customer provides Data to a Subsidiary, the Subsidiary may use the Data in accordance with clause 3.4 as if it were an End Customer, provided that the Customer shall remain responsible for compliance with the obligations set out in this Agreement and that the Customer shall remain liable for any breaches of this Agreement by any Subsidiary. The Customer shall not be liable to pay a Redistribution Licence Charge in order to provide Data to its Subsidiaries.
3.6 The Customer shall not use the Service or the Data for any illegal purpose or otherwise than in compliance with the applicable laws in the jurisdictions in which the Customer operates. Further, the Customer use of the Service and the Data shall at all times be subject to the Schedule A.
3.7 The Customer shall include the usage of any Data by its Subsidiaries in its reporting under this Agreement and shall be responsible for the payment of all applicable Charges associated with any such use by its Subsidiaries and shall procure that each of its Subsidiaries complies fully with the relevant terms of this Agreement as if it were the Customer.
3.8 Where a Customer who is authorised to act as a Redistributor provides Data to a Subsidiary, the Subsidiary may use the Data in accordance with the licence set out in clause 3.1 as if it was a Redistributor, provided that the Customer shall remain responsible for compliance with the obligations set out in this Agreement and that the Customer shall remain liable for any breaches of this Agreement by any Subsidiary. The Subsidiary shall not be liable to pay a Redistribution Licence Fee in addition to the Redistribution Licence Charges payable by the Customer. For the avoidance of doubt, any rights so granted to a Subsidiary under the licence set out in clause 3.1 shall not be wider than the rights granted to the Customer.
3.9 The Customer shall indemnify each Exchange against any claims, actions or proceedings, brought by its Subsidiaries against the Exchange in respect of this Agreement and any liability, costs or expenses (including any reasonable legal costs and any other reasonable expenses) included therewith.
3.10 For the avoidance of doubt, the Customer shall not do anything and has no rights in respect of the Data other than expressly granted in this Agreement. The Customer shall obtain the Exchange's express prior written consent for any act which is not expressly covered in this Agreement.
3.11 The Customer may downgrade the Service by signing a new Order for a more limited Service, provided it has given the Exchange at least three months written notice that it wishes to do so. Any such notice and any such Order will only take effect, and the Service will only be downgraded on an anniversary of the Commencement Date.
Appears in 3 contracts
Samples: Real Time Market Data Agreement, Real Time Market Data Agreement, Real Time Market Data Agreement
Licence. 3.1. Where the Customer is authorized by the Exchange to act as a Redistributor (via acceptance of the Customer’s appropriate Order), such Redistributor is hereby licenced for the duration of this Agreement only on a non-exclusive, non-assignable, revocable, worldwide basis to re-distribute the Data to End Customers. The Redistributor's licence includes only the right to use, store, process, reproduce, make available and re-distribute the Data as part of the Redistributor's services in accordance with the Terms of this Agreement. For the avoidance of doubt, the Redistributor shall not do anything and has no rights in respect of the Data other than expressly granted in this Agreement.
3.2 The Redistributor undertakes, inter alia, to prohibit the re-distribution, re-sale or sublicensing of Data in its contract with End Customers, to advise the Exchanges immediately if it becomes aware of any breach of such prohibition by an End Customer and to promptly enforce the contract on request by the Exchange in the event the Exchange becomes aware of any re-distribution, re-sale or sublicensing of Data by an End Customer without the prior written consent of the relevant Exchange.
3.3 The Customer (whether authorized to act as a Redistributor or not) may provide the Data to its Subsidiaries, provided, for the avoidance of doubt, such Subsidiary is listed on the Order or has been notified in writing to the Exchange prior to the supply of any Data to it. However, for the avoidance of doubt, any supply of Data to an undertaking which is not a “Subsidiary” of the Customer as defined in section 1159 of the Companies Xxx 0000 shall only be permitted where the Customer is authorised by the Exchange to act as a Redistributor, and such supply of Data shall be deemed to be a redistribution for the purposes of this Agreement.
3.4 Where a Customer is not authorised as a Redistributor, it shall be deemed to be an End Customer and it is strictly prohibited from re-distributing, re-selling or sub-licencing the Data to third parties other than to its Subsidiaries, except with the relevant Exchange’s Exchange‟s prior written consent. The End Customer undertakes, inter alia, to only use the Data at the Premises in the ordinary course of its business and not to re-distribute, re-sell or sub-licence the Data to third parties other than its Subsidiaries, except with the relevant Exchange’s prior written consent.
Appears in 3 contracts
Samples: Real Time Market Data Agreement, Real Time Market Data Agreement, Real Time Market Data Agreement
Licence. 3.1. 3.1 Where the Customer is authorized authorised by the Exchange Turquoise to act as a Redistributor (via acceptance of the Customer’s appropriate OrderXXX Application Form), such Redistributor is hereby licenced licensed for the duration of this Agreement only on a non-exclusive, revocable, worldwide basis to redistribute the Data to End Customers, without deriving, recalculating, combining with other data or otherwise modifying the Data. Where the Customer is authorised by Turquoise to calculate and re-distribute Derived Data (via acceptance of the Customer’s appropriate XXX Application Form), such Redistributor is hereby also licensed for the duration of this Agreement only on a non-assignableexclusive, revocable, worldwide basis to calculate and re-distribute the Derived Data to End Customers. .
3.2 The Redistributor's licence includes only the right to usereceive, storestore (for the avoidance of doubt, processany distribution of stored Data after midnight either as a discrete data product or as a part of a derived product is not permitted unless otherwise specified in writing by Turquoise), reproduce, make available and re-distribute redistribute the Data Data, and where authorised calculate and redistribute Derived Data, as part of the Redistributor's services in accordance with the Terms of this Agreementservices. For the avoidance of doubt, the Redistributor shall not do anything and has no rights in respect of the Data other than expressly granted in this Agreement.
3.2 The Redistributor undertakes, inter alia, to prohibit the re-distribution, re-sale or sublicensing of Data in its contract with End Customers, to advise the Exchanges immediately if it becomes aware of any breach of such prohibition by an End Customer and to promptly enforce the contract on request by the Exchange in the event the Exchange becomes aware of any re-distribution, re-sale or sublicensing of Data by an End Customer without the prior written consent of the relevant Exchange.
3.3 The Customer (whether authorized to act as a Redistributor or not) may provide the Data to its Subsidiaries, provided, for the avoidance of doubt, such Subsidiary is listed on the Order or has been notified in writing to the Exchange prior to the supply of any Data to it. However, for the avoidance of doubt, any supply of Data to an undertaking which is not a “Subsidiary” of the Customer as defined in section 1159 of the Companies Xxx 0000 shall only be permitted where the Customer is authorised by the Exchange to act as a Redistributor, and such supply of Data shall be deemed to be a redistribution for the purposes of this Agreement.
3.4 Where a Customer is not authorised as a Redistributor, it they shall be deemed to be determined as an End Customer and it is strictly prohibited from re-distributingmay not redistribute, re-selling sell or sub-licencing license the Data to third parties other than to its Subsidiaries, except with the relevant Exchange’s prior written consenttheir Affiliated Companies. The End Customer undertakes, inter alia, to will only use the Data at the Premises in the ordinary course of its business and will not to re-distributeredistribute, re-sell or sub-licence license the Data to third parties other than its Subsidiariesparties, except with the relevant ExchangeTurquoise’s prior written consent.
3.4 The Customer’s use of the Service and the Data shall comply wholly with Schedule A (“Market Data Policy Schedule”) at all times, and is subject to Schedule B (“Market Data Subscription Level Schedule”), Schedule C (“Reporting Schedule”), Schedule D (“Direct Reporting Schedule”) and Schedule E (“Market Data Audit Guideline Schedule”).
3.5 The Customer shall not use the Service or the Data for any illegal purpose or otherwise than in compliance with the applicable laws in the jurisdictions in which the Customer operates.
3.6 The Customer shall be responsible for the payment of all applicable Charges associated with any such use by its Affiliated Companies and shall procure that each of its Affiliated Companies complies fully with the relevant terms of this Agreement as if it were the Customer.
3.7 The Customer shall indemnify Turquoise against any claims, actions or proceedings, brought by its Affiliated Companies against Turquoise and any liability, costs or expenses (including any reasonable legal costs and any other reasonable expenses) included therewith.
3.8 For the avoidance of doubt, the Customer shall not do anything and has no rights in respect of the Data other than expressly granted in this Agreement. The Customer shall obtain Turquoise's express prior written consent for any act which is not expressly covered in this Agreement.
Appears in 3 contracts
Samples: Information License Agreement, Information Licence Agreement, Information Licence Agreement
Licence. 3.1. 3.1 Where the Customer is authorized by the Exchange Turquoise to act as a Redistributor (via acceptance of the Customer’s appropriate OrderXXX Application Form), such Redistributor is hereby licenced licensed for the duration of this Agreement only on a non-exclusive, non-assignable, revocable, worldwide basis to re-distribute the Data to End Customers, without deriving, recalculating, combining with other data or otherwise modifying the Data. Where the Customer is authorized by Turquoise to calculate and re-distribute Derived Data (via acceptance of the Customer’s appropriate XXX Application Form), such Redistributor is hereby also licensed for the duration of this Agreement only on a non-exclusive, revocable, worldwide basis to calculate and re-distribute Derived Data to End Customers.
3.2 The Redistributor's licence license includes only the right to userecieve, storestore (for the avoidance of doubt, processany distribution of stored Data after midnight either as a discrete data product or as a part of a derived product is not permitted), reproduce, make available and re- distribute the Data, and where authorized calculate and re-distribute the Data Derived Data, as part of the Redistributor's services in accordance with the Terms of this Agreementservices. For the avoidance of doubt, the Redistributor shall not do anything and has no rights in respect of the Data other than expressly granted in this Agreement.
3.2 The Redistributor undertakes, inter alia, to prohibit the re-distribution, re-sale or sublicensing of Data in its contract with End Customers, to advise the Exchanges immediately if it becomes aware of any breach of such prohibition by an End Customer and to promptly enforce the contract on request by the Exchange in the event the Exchange becomes aware of any re-distribution, re-sale or sublicensing of Data by an End Customer without the prior written consent of the relevant Exchange.
3.3 The Customer (whether authorized to act as a Redistributor or not) may provide the Data to its Subsidiaries, provided, for the avoidance of doubt, such Subsidiary is listed on the Order or has been notified in writing to the Exchange prior to the supply of any Data to it. However, for the avoidance of doubt, any supply of Data to an undertaking which is not a “Subsidiary” of the Customer as defined in section 1159 of the Companies Xxx 0000 shall only be permitted where the Customer is authorised by the Exchange to act as a Redistributor, and such supply of Data shall be deemed to be a redistribution for the purposes of this Agreement.
3.4 Where a Customer is not authorised as a Redistributor, it they shall be deemed to be determined as an End Customer and it is strictly prohibited from may not re-distributingdistribute, re-selling sell or sub-licencing licence the Data to third parties other than to its Subsidiaries, except with the relevant Exchange’s prior written consenttheir Affiliated Companies. The End Customer undertakes, inter alia, to will only use the Data at the Premises in the ordinary course of its business and will not to re-distribute, re-sell or sub-licence license the Data to third parties other than its Subsidiariesparties, except with the relevant ExchangeTurquoise’s prior written consent.
3.4 The Customer’s use of the Service and the Data shall comply wholly with Schedule 2 at all times.
3.5 The Customer shall not use the Service or the Data for any illegal purpose or otherwise than in compliance with the applicable laws in the jurisdictions in which the Customer operates.
3.6 The Customer shall be responsible for the payment of all applicable Charges associated with any such use by its Affiliated Companies and shall procure that each of its Affiliated Companies complies fully with the relevant terms of this Agreement as if it were the Customer.
3.7 The Customer shall indemnify Turquoise against any claims, actions or proceedings, brought by its Affiliated Companies against Turquoise and any liability, costs or expenses (including any reasonable legal costs and any other reasonable expenses) included therewith.
3.8 For the avoidance of doubt, the Customer shall not do anything and has no rights in respect of the Data other than expressly granted in this Agreement. The Customer shall obtain Turquoise's express prior written consent for any act which is not expressly covered in this Agreement.
Appears in 2 contracts
Samples: Information License Agreement, Information License Agreement
Licence. 3.1. Where the Customer is authorized authorised by the Exchange to act as a Redistributor (via acceptance of the Customer’s appropriate Order), such Redistributor is hereby licenced for the duration of this Agreement only on a non-exclusive, non-assignable, revocable, worldwide basis to re-distribute the Data to End Customers. The Redistributor's licence includes only the right to use, store, process, reproduce, make available and re-distribute the Data as part of the Redistributor's services in accordance with the Terms of this Agreement. For the avoidance of doubt, the Redistributor shall not do anything and has no rights in respect of the Data other than expressly granted in this Agreement.
3.2 The Redistributor undertakes, inter alia, to prohibit the re-distribution, re-sale or sublicensing of Data in its contract with End Customers, to advise the Exchanges immediately if it becomes aware of any breach of such prohibition by an End Customer and to promptly enforce the contract on request by the Exchange in the event the Exchange becomes aware of any re-distribution, re-sale or sublicensing of Data by an End Customer without the prior written consent of the relevant Exchange.
3.3 The Customer (whether authorized authorised to act as a Redistributor or not) may provide the Data to its Subsidiaries, provided, for the avoidance of doubt, such Subsidiary is listed on the Order or has been notified in writing to the Exchange prior to the supply of any Data to it. However, for the avoidance of doubt, any supply of Data to an undertaking which is not a “Subsidiary” of the Customer as defined in section 1159 of the Companies Xxx 0000 shall only be permitted where the Customer is authorised by the Exchange to act as a Redistributor, and such supply of Data shall be deemed to be a redistribution for the purposes of this Agreement.
3.4 Where a Customer is not authorised as a Redistributor, it shall be deemed to be an End Customer and it is strictly prohibited from re-distributing, re-selling or sub-licencing the Data to third parties other than to its Subsidiaries, except with the relevant Exchange’s prior written consent. The End Customer undertakes, inter alia, to only use the Data at the Premises in the ordinary course of its business and not to re-distribute, re-sell or sub-licence the Data to third parties other than its Subsidiaries, except with the relevant Exchange’s prior written consent.
3.5 Where an End Customer provides Data to a Subsidiary, the Subsidiary may use the Data in accordance with clause 3.4 as if it were an End Customer, provided that the Customer shall remain responsible for compliance with the obligations set out in this Agreement and that the Customer shall remain liable for any breaches of this Agreement by any Subsidiary. The Customer shall not be liable to pay a Redistribution Licence Charge in order to provide Data to its Subsidiaries.
3.6 The Customer shall not use the Service or the Data for any illegal purpose or otherwise than in compliance with the applicable laws in the jurisdictions in which the Customer operates. Further, the Customer use of the Service and the Data shall at all times be subject to the Schedule A.
3.7 The Customer shall include the usage of any Data by its Subsidiaries in its reporting under this Agreement and shall be responsible for the payment of all applicable Charges associated with any such use by its Subsidiaries and shall procure that each of its Subsidiaries complies fully with the relevant terms of this Agreement as if it were the Customer.
3.8 Where a Customer who is authorised to act as a Redistributor provides Data to a Subsidiary, the Subsidiary may use the Data in accordance with the licence set out in clause 3.1 as if it was a Redistributor, provided that the Customer shall remain responsible for compliance with the obligations set out in this Agreement and that the Customer shall remain liable for any breaches of this Agreement by any Subsidiary. The Subsidiary shall not be liable to pay a Redistribution Licence Fee in addition to the Redistribution Licence Charges payable by the Customer. For the avoidance of doubt, any rights so granted to a Subsidiary under the licence set out in clause 3.1 shall not be wider than the rights granted to the Customer.
3.9 The Customer shall indemnify each Exchange against any claims, actions or proceedings, brought by its Subsidiaries against the Exchange in respect of this Agreement and any liability, costs or expenses (including any reasonable legal costs and any other reasonable expenses) included therewith.
3.10 For the avoidance of doubt, the Customer shall not do anything and has no rights in respect of the Data other than expressly granted in this Agreement. The Customer shall obtain the relevant Exchange's express prior written consent for any act which is not expressly covered in this Agreement.
3.11 The Customer may downgrade the Service by signing a new Order for a more limited Service, provided it has given the relevant Exchange at least three months written notice that it wishes to do so. Any such notice and any such Order will only take effect, and the Service will only be downgraded on an anniversary of the Commencement Date.
Appears in 2 contracts
Samples: Real Time Market Data Agreement, Real Time Market Data Agreement
Licence. 3.1. Where the Customer is authorized authorised by the Exchange BIT to act as a Redistributor (via acceptance of the Customer’s appropriate Order), such Redistributor is hereby licenced for the duration of this Agreement only on a non-exclusive, non-assignable, revocable, worldwide basis to re-distribute the Data to End Customers. The Redistributor's licence includes only the right to use, store, process, reproduce, make available and re-re- distribute the Data as part of the Redistributor's services in accordance with the Terms terms of this Agreement. For the avoidance of doubt, the Redistributor shall not do anything and has no rights in respect of the Data other than expressly granted in this Agreement.
3.2 The Redistributor undertakes, inter alia, to prohibit the re-distribution, re-sale or sublicensing of Data in its contract with End Customers, to advise the Exchanges BIT immediately if it becomes aware of any breach of such prohibition by an End Customer and to promptly enforce the contract on request by the Exchange BIT in the event the Exchange BIT becomes aware of any re-re- distribution, re-sale or sublicensing of Data by an End Customer without the BIT’s prior written consent of the relevant Exchangeconsent.
3.3 The Customer (whether authorized authorised to act as a Redistributor or not) may provide the Data to its Subsidiaries, provided, for the avoidance of doubt, such Subsidiary is listed on the Order or has been notified in writing to the Exchange BIT prior to the supply of any Data to it. However, for the avoidance of doubt, any supply of Data to an undertaking which is not a “Subsidiary” of the Customer as defined in section 1159 of the Companies Xxx 0000 shall only be permitted where the Customer is authorised by the Exchange BIT to act as a Redistributor, and such supply of Data shall be deemed to be a redistribution for the purposes of this Agreement.
3.4 Where a Customer is not authorised as a Redistributor, it shall be deemed to be an End Customer and it is strictly prohibited from re-distributing, re-selling or sub-licencing the Data to third parties other than to its Subsidiaries, except with the relevant ExchangeBIT’s prior written consent. The End Customer undertakes, inter alia, to only use the Data at the Premises in the ordinary course of its business and not to re-distribute, re-sell or sub-licence the Data to third parties other than its Subsidiaries, except with the relevant ExchangeBIT’s prior written consent.
3.5 Where an End Customer provides Data to a Subsidiary, the Subsidiary may use the Data in accordance with clause 3.4 as if it were an End Customer, provided that the Customer shall remain responsible for compliance with the obligations set out in this Agreement and that the Customer shall remain liable for any breaches of this Agreement by any Subsidiary. The Customer shall not be liable to pay a Redistribution Licence Charge in order to provide Data to its Subsidiaries.
3.6 The Customer shall not use the Service or the Data for any illegal purpose or otherwise than in compliance with the applicable laws in the jurisdictions in which the Customer operates. Further, the Customer use of the Service and the Data shall at all times be subject to the Schedule A.
3.7 The Customer shall include the usage of any Data by its Subsidiaries in its reporting under this Agreement and shall be responsible for the payment of all applicable Charges associated with any such use by its Subsidiaries and shall procure that each of its Subsidiaries complies fully with the relevant terms of this Agreement as if it were the Customer.
3.8 Where a Customer who is authorised to act as a Redistributor provides Data to a Subsidiary, the Subsidiary may use the Data in accordance with the licence set out in clause 3.1 as if it was a Redistributor, provided that the Customer shall remain responsible for compliance with the obligations set out in this Agreement and that the Customer shall remain liable for any breaches of this Agreement by any Subsidiary. The Subsidiary shall not be liable to pay a Redistribution Licence Fee in addition to the Redistribution Licence Charges payable by the Customer. For the avoidance of doubt, any rights so granted to a Subsidiary under the licence set out in clause 3.1 shall not be wider than the rights granted to the Customer.
3.9 The Customer shall indemnify BIT and all BIT Verifiers against any claims, actions or proceedings, brought by its Subsidiaries against BIT or BIT Verifiers, respectively, in respect of this Agreement and any liability, costs or expenses (including any reasonable legal costs and any other reasonable expenses) included therewith.
3.10 For the avoidance of doubt, the Customer shall not do anything and has no rights in respect of the Data other than expressly granted in this Agreement. The Customer shall obtain BIT's express prior written consent for any act which is not expressly covered in this Agreement.
3.11 The Customer may downgrade the Service by signing a new Order for a more limited Service, provided it has given BIT at least three months’ written notice that it wishes to do so. Any such notice and any such Order will only take effect, and the Service will only be downgraded on an anniversary of the Commencement Date.
Appears in 1 contract
Samples: Real Time Market Data Agreement
Licence. 3.1. 3.1 Where the Customer is authorized authorised by the Exchange BIT to act as a Redistributor (via acceptance of the Customer’s appropriate Order), such Redistributor is hereby licenced for the duration of this Agreement only on a non-exclusive, non-assignable, revocable, worldwide basis to re-distribute the Data to End Customers. The Redistributor's licence includes only the right to use, store, process, reproduce, make available and re-distribute the Data as part of the Redistributor's services in accordance with the Terms terms of this Agreement. For the avoidance of doubt, the Redistributor shall not do anything and has no rights in respect of the Data other than expressly granted in this Agreement.
3.2 The Redistributor undertakes, inter alia, to prohibit the re-distribution, re-sale or sublicensing of Data in its contract with End Customers, to advise the Exchanges BIT immediately if it becomes aware of any breach of such prohibition by an End Customer and to promptly enforce the contract on request by the Exchange BIT in the event the Exchange BIT becomes aware of any re-re- distribution, re-sale or sublicensing of Data by an End Customer without the BIT’s prior written consent of the relevant Exchangeconsent.
3.3 The Customer (whether authorized authorised to act as a Redistributor or not) may provide the Data to its Subsidiaries, provided, for the avoidance of doubt, such Subsidiary is listed on the Order or has been notified in writing to the Exchange BIT prior to the supply of any Data to it. However, for the avoidance of doubt, any supply of Data to an undertaking which is not a “Subsidiary” of the Customer as defined in section 1159 of the Companies Xxx 0000 Act 2006 shall only be permitted where the Customer is authorised by the Exchange BIT to act as a Redistributor, and such supply of Data shall be deemed to be a redistribution for the purposes of this Agreement.
3.4 Where a Customer is not authorised as a Redistributor, it shall be deemed to be an End Customer and it is strictly prohibited from re-distributing, re-selling or sub-licencing sublicencing the Data to third parties other than to its Subsidiaries, except with the relevant ExchangeBIT’s prior written consent. The End Customer undertakes, inter alia, to only use the Data at the Premises in the ordinary course of its business and not to re-distribute, re-sell or sub-licence the Data to third parties other than its Subsidiaries, except with the relevant ExchangeBIT’s prior written consent.
3.5 Where an End Customer provides Data to a Subsidiary, the Subsidiary may use the Data in accordance with clause 3.4 as if it were an End Customer, provided that the Customer shall remain responsible for compliance with the obligations set out in this Agreement and that the Customer shall remain liable for any breaches of this Agreement
3.6 The Customer shall not use the Service or the Data for any illegal purpose or otherwise than in compliance with the applicable laws in the jurisdictions in which the Customer operates. Further, the Customer use of the Service and the Data shall at all times be subject to the Schedule A.
3.7 The Customer shall include the usage of any Data by its Subsidiaries in its reporting under this Agreement and shall be responsible for the payment of allapplicable Charges associated with any such use by its Subsidiaries and shall procure that each of its Subsidiaries complies fully with the relevant terms of this Agreement as if it were the Customer.
3.8 Where a Customer who is authorised to act as a Redistributor provides Data to a Subsidiary, the Subsidiary may use the Data in accordance with the licence set out in clause 3.1 as if it was a Redistributor, provided that the Customer shall remain responsible for compliance with the obligations set out in this Agreement and that the Customer shall remain liable for any breaches of this Agreement by any Subsidiary. The Subsidiary shall not be liable to pay a Redistribution Licence Fee in addition to the Redistribution Licence Charges payable by the Customer. For the avoidance of doubt, any rights so granted to a Subsidiary under the licence set out in clause 3.1 shall not be wider than the rights granted to the Customer.
3.9 The Customer shall indemnify BIT and all BIT Verifiers against any claims, actionsor proceedings, brought by its Subsidiaries against BIT or BIT Verifiers, respectively, in respect of this Agreement and any liability, costs or expenses (including any reasonable legal costs and any other reasonable expenses) included therewith.
3.10 For the avoidance of doubt, the Customer shall not do anything and has no rights in respect of the Data other than expressly granted in this Agreement. The Customer shall obtain BIT's express prior written consent for any act which is not expressly covered in this Agreement.
3.11 The Customer may downgrade the Service by signing a new Order for a more limited Service, provided it has given BIT at least three months’ written notice that it wishes to do so. Any such notice and any such Order will only take effect, and the Service will only be downgraded on an anniversary of the Commencement Date.
Appears in 1 contract
Samples: Real Time Market Data Agreement
Licence. 3.1. Where the Customer is authorized by the Exchange to act as a Redistributor (via acceptance of the Customer’s appropriate Order), such Redistributor 2.1 The Vendor is hereby licenced licensed for the duration of this Agreement only on a non-exclusive, non-assignable, revocable, worldwide basis to re-distribute the Data to End Customers. The RedistributorVendor's licence includes only the right to use, store, process, reproduce, make available and re-distribute the Data as part of the RedistributorVendor's services in accordance with the Terms of this Agreementservices. For the avoidance of doubt, the Redistributor The Vendor shall not do anything and has no rights in respect of the Data other than expressly granted in this Agreement and in particular, without limitation, there is no right to produce excerpts from Third Party Content other than for redistributing to Customers in accordance with the provisions of this Agreement. The Vendor shall obtain the Exchange's express prior written consent for any act which is not expressly covered in this Agreement, in particular with respect to Third Party Content.
3.2 2.2 Customers may not re-distribute, re-sell or sub-licence the Data other than with the Exchange's prior written consent. The Redistributor undertakes, inter alia, Vendor undertakes to prohibit the such re-distribution, re-sale or sublicensing of Data in its contract with End Customers, to advise the Exchanges Exchange immediately if it becomes aware of any breach of such prohibition by an End a Customer and to promptly enforce the contract on request by the Exchange in the event the Exchange becomes aware of any re-distribution, re-sale or sublicensing of Data by an End a Customer without the prior written consent Exchange's consent. However the Vendor may permit Customers to:
(a) except in respect of Third Party Content reproduce excerpts from the Data in printed documents (or such other means as the Exchange may approve in writing), for distribution to clients or potential clients, in cases where the Customer carries out a regulated activity within the meaning of the relevant Exchange.Financial Services and Markets Xxx 0000 or is required to be regulated or supervised by a body concerned with the regulation or supervision of investment or financial services; and/or
3.3 The Customer (whether authorized to act as a Redistributor or notb) may provide the Data to its Subsidiaries, provided, for their Subsidiaries (as defined in Sections 736 and 736A of the avoidance of doubt, Companies Act 1985) provided such Subsidiary is listed on Subsidiaries do not re-distribute the Order or has been notified in writing to Data; and the Vendor's licence from the Exchange prior to includes such sub-licensing by the supply Vendor. For the purposes of any Data to it. However, for the avoidance of doubt, any this Agreement supply of Data by any Customer to an undertaking which is not a “Subsidiary” of the Customer as defined in section 1159 of the Companies Xxx 0000 shall only be permitted where the Customer is authorised by the Exchange to act as a Redistributor, and such supply of Data Subsidiary shall be deemed to be a redistribution by the Vendor directly to such Subsidiary.
2.3 The Vendor shall not use the Data for any illegal purpose or otherwise than in compliance with the applicable laws in the jurisdictions in which the Vendor operates.
2.4 For the purposes of this AgreementAgreement the redistribution of FTSE UK and International indices is subject to the Vendor entering into, and complying with, any such agreement as may be required by FTSE International Limited.
3.4 Where a Customer is not authorised as a Redistributor, it shall be deemed to be an End Customer and it is strictly prohibited from 2.5 When re-distributing, re-selling or sub-licencing distributing the Data to third parties other than the Vendor must comply with the Dissemination Requirements.
2.6 Subject to clause 2.7, the permission granted to the Vendor to re-distribute the Data under clause
2.1 shall extend to its Subsidiaries, except .
2.7 The Vendor shall be responsible for the payment of all applicable charges associated with the relevant Exchange’s prior written consent. The End Customer undertakes, inter alia, to only use the Data at the Premises in the ordinary course any such redistribution by its Subsidiaries and shall procure that each of its business Subsidiaries complies fully with clauses 2, 3, 7.1, 9, 10, 11, 12, 13, 14, 15, 16, 17 and not to re-distribute18 of this Agreement as if it were the Vendor.
2.8 The Vendor shall indemnify the Exchange against any claims, re-sell actions or sub-licence proceedings, brought by its Subsidiaries against the Data to third parties Exchange and any liability, costs or expenses (including any legal costs and any other than its Subsidiaries, except with the relevant Exchange’s prior written consentreasonable expenses) in connection therewith.
Appears in 1 contract
Licence. 3.1. Where 2.1 Subject to the Customer is authorized terms of this licence, the Owner permits the Occupier to occupy the premises for the Licence Period in common with the Owner and all others authorised by the Exchange Owner (so far as is not inconsistent with the rights given to act as a Redistributor (via acceptance of the Customer’s appropriate Order), such Redistributor is hereby licenced Occupier to use the Premises for the duration of this Agreement only on a non-exclusive, non-assignable, revocable, worldwide basis to re-distribute the Data to End Customers. The Redistributor's licence includes only Authorised Use) together with the right for the Occupier to use, store, process, reproduce, make available and re-distribute the Data as :
(i) Such part of the Redistributor's services in accordance Common Parts for the purpose to and egress from the Premises as shall from time to time be designated by the Owner for such purpose.
(ii) The Service Media serving the Property subject to clause 4.
2.2 The Occupier acknowledges that:
2.2.1 the Owner is entitled to exclusive control, possession and management of the Premises and may enter and remain on the Premises at any time and for all purposes, subject to causing as little interference with the Terms Occupier’s business as reasonably practicable, without any interference by the Occupier;
2.2.2 The Occupier has no right to exclude the Owner from the Premises;
2.2.3 nothing in this Licence is intended to create a letting of the Premises or to confer any rights on the Occupier, whether under common law or any enactment, greater than a bare licence on the terms of this AgreementLicence. For the avoidance of doubt, no relationship of landlord and tenant is created between the Redistributor shall Owner and the Occupier by this Licence.
2.3 The Owner may end this Licence immediately upon serving written notice on the Occupier if the Occupier does not do anything and has no pay the Licence Fee or any other monies due under this Licence and/or the Contract on the due dates for payment, even if not formally demanded, if the Occupier breaches any of the other terms of this Licence and/or the Contract or if the Occupier becomes insolvent or subject to insolvency proceedings.
2.4 When this Licence ends it will not release the Occupier from any breaches of the terms of this Licence which occurred during the Licence Period or any rights of the Owner in respect of the Data other than expressly granted in this Agreementthose breaches.
3.2 The Redistributor undertakes, inter alia, to prohibit the re-distribution, re-sale or sublicensing of Data in its contract with End Customers, to advise the Exchanges immediately if it becomes aware of any breach of such prohibition by an End Customer and to promptly enforce the contract on request by the Exchange in the event the Exchange becomes aware of any re-distribution, re-sale or sublicensing of Data by an End Customer without the prior written consent of the relevant Exchange.
3.3 The Customer (whether authorized to act as a Redistributor or not) may provide the Data to its Subsidiaries, provided, for the avoidance of doubt, such Subsidiary is listed on the Order or has been notified in writing to the Exchange prior to the supply of any Data to it. However, for the avoidance of doubt, any supply of Data to an undertaking which is not a “Subsidiary” of the Customer as defined in section 1159 of the Companies Xxx 0000 shall only be permitted where the Customer is authorised by the Exchange to act as a Redistributor, and such supply of Data shall be deemed to be a redistribution for the purposes of this Agreement.
3.4 Where a Customer is not authorised as a Redistributor, it shall be deemed to be an End Customer and it is strictly prohibited from re-distributing, re-selling or sub-licencing the Data to third parties other than to its Subsidiaries, except with the relevant Exchange’s prior written consent. The End Customer undertakes, inter alia, to only use the Data at the Premises in the ordinary course of its business and not to re-distribute, re-sell or sub-licence the Data to third parties other than its Subsidiaries, except with the relevant Exchange’s prior written consent.
Appears in 1 contract
Samples: Security Services Agreement
Licence. 3.1. Where the Customer is authorized authorised by the Exchange BIT to act as a Redistributor (via acceptance of the Customer’s appropriate Order), such Redistributor is hereby licenced for the duration of this Agreement only on a non-exclusive, non-assignable, revocable, worldwide basis to re-distribute the Data to End Customers. The Redistributor's licence includes only the right to use, store, process, reproduce, make available and re-distribute the Data as part of the Redistributor's services in accordance with the Terms terms of this Agreement. For the avoidance of doubt, the Redistributor shall not do anything and has no rights in respect of the Data other than expressly granted in this Agreement.
3.2 The Redistributor undertakes, inter alia, to prohibit the re-distribution, re-sale or sublicensing of Data in its contract with End Customers, to advise the Exchanges BIT immediately if it becomes aware of any breach of such prohibition by an End Customer and to promptly enforce the contract on request by the Exchange BIT in the event the Exchange BIT becomes aware of any re-distribution, re-sale or sublicensing of Data by an End Customer without the BIT’s prior written consent of the relevant Exchangeconsent.
3.3 The Customer (whether authorized authorised to act as a Redistributor or not) may provide the Data to its Subsidiaries, provided, for the avoidance of doubt, such Subsidiary is listed on the Order or has been notified in writing to the Exchange BIT prior to the supply of any Data to it. However, for the avoidance of doubt, any supply of Data to an undertaking which is not a “Subsidiary” of the Customer as defined in section 1159 of the Companies Xxx 0000 Act 2006 shall only be permitted where the Customer is authorised by the Exchange BIT to act as a Redistributor, and such supply of Data shall be deemed to be a redistribution for the purposes of this Agreement.
3.4 Where a Customer is not authorised as a Redistributor, it shall be deemed to be an End Customer and it is strictly prohibited from re-distributing, re-selling or sub-sub- licencing the Data to third parties other than to its Subsidiaries, except with the relevant ExchangeBIT’s prior written consent. The End Customer undertakes, inter alia, to only use the Data at the Premises in the ordinary course of its business and not to re-re- distribute, re-sell or sub-licence the Data to third parties other than its Subsidiaries, except with the relevant ExchangeBIT’s prior written consent.
3.5 Where an End Customer provides Data to a Subsidiary, the Subsidiary may use the Data in accordance with clause 3.4 as if it were an End Customer, provided that the Customer shall remain responsible for compliance with the obligations set out in this Agreement and that the Customer shall remain liable for any breaches of this Agreement by any Subsidiary. The Customer shall not be liable to pay a Redistribution Licence Charge in order to provide Data to its Subsidiaries.
3.6 The Customer shall not use the Service or the Data for any illegal purpose or otherwise than in compliance with the applicable laws in the jurisdictions in which the Customer operates. Further, the Customer use of the Service and the Data shall at all times be subject to the Schedule A.
3.7 The Customer shall include the usage of any Data by its Subsidiaries in its reporting under this Agreement and shall be responsible for the payment of all applicable Charges associated with any such use by its Subsidiaries and shall procure that each of its Subsidiaries complies fully with the relevant terms of this Agreement as if it were the Customer.
3.8 Where a Customer who is authorised to act as a Redistributor provides Data to a Subsidiary, the Subsidiary may use the Data in accordance with the licence set out in clause 3.1 as if it was a Redistributor, provided that the Customer shall remain responsible for compliance with the obligations set out in this Agreement and that the Customer shall remain liable for any breaches of this Agreement by any Subsidiary. The Subsidiary shall not be liable to pay a Redistribution Licence Fee in addition to the Redistribution Licence Charges payable by the Customer. For the avoidance of doubt, any rights so granted to a Subsidiary under the licence set out in clause 3.1 shall not be wider than the rights granted to the Customer.
3.9 The Customer shall indemnify BIT and all BIT Verifiers against any claims, actions or proceedings, brought by its Subsidiaries against BIT or BIT Verifiers, respectively, in respect of this Agreement and any liability, costs or expenses (including any reasonable legal costs and any other reasonable expenses) included therewith.
3.10 For the avoidance of doubt, the Customer shall not do anything and has no rights in respect of the Data other than expressly granted in this Agreement. The Customer shall obtain BIT's express prior written consent for any act which is not expressly covered in this Agreement.
3.11 The Customer may downgrade the Service by signing a new Order for a more limited Service, provided it has given BIT at least three months’ written notice that it wishes to do so. Any such notice and any such Order will only take effect, and the Service will only be downgraded on an anniversary of the Commencement Date.
Appears in 1 contract
Samples: Real Time Market Data Agreement
Licence.
3.1. Where the Customer is authorized authorised by the Exchange to act as a Redistributor (via acceptance of the Customer’s appropriate Order), such Redistributor is hereby licenced for the duration of this Agreement only on a non-exclusive, non-assignable, revocable, worldwide basis to re-distribute the Data to End Customers. The Redistributor's licence includes only the right to use, store, process, reproduce, make available and re-distribute the Data as part of the Redistributor's services in accordance with the Terms of this Agreement. For the avoidance of doubt, the Redistributor shall not do anything and has no rights in respect of the Data other than expressly granted in this Agreement.
3.2 The Redistributor undertakes, inter alia, to prohibit the re-distribution, re-sale or sublicensing of Data in its contract with End Customers, to advise the Exchanges immediately if it becomes aware of any breach of such prohibition by an End Customer and to promptly enforce the contract on request by the Exchange in the event the Exchange becomes aware of any re-distribution, re-sale or sublicensing of Data by an End Customer without the prior written consent of the relevant Exchange.
3.3 The Customer (whether authorized authorised to act as a Redistributor or not) may provide the Data to its Subsidiaries, provided, for the avoidance of doubt, such Subsidiary is listed on the Order or has been notified in writing to the Exchange prior to the supply of any Data to it. However, for the avoidance of doubt, any supply of Data to an undertaking which is not a “Subsidiary” of the Customer as defined in section 1159 of the Companies Xxx 0000 shall only be permitted where the Customer is authorised by the Exchange to act as a Redistributor, and such supply of Data shall be deemed to be a redistribution for the purposes of this Agreement.
3.4 Where a Customer is not authorised as a Redistributor, it shall be deemed to be an End Customer and it is strictly prohibited from re-distributing, re-selling or sub-licencing the Data to third parties other than to its Subsidiaries, except with the relevant Exchange’s prior written consent. The End Customer undertakes, inter alia, to only use the Data at the Premises in the ordinary course of its business and not to re-distribute, re-sell or sub-licence the Data to third parties other than its Subsidiaries, except with the relevant Exchange’s prior written consent.
Appears in 1 contract
Samples: Real Time Market Data Agreement
Licence. 3.1. 3.1 Where the Customer is authorized by the Exchange Turquoise to act as a Redistributor (via acceptance of the Customer’s appropriate OrderXXX Application Form), such Redistributor is hereby licenced licensed for the duration of this Agreement only on a non-exclusive, non-assignable, revocable, worldwide basis to re-distribute the Data to End Customers. The Redistributor's licence license includes only the right to use, storestore (for the avoidance of doubt, any distribution of stored Turquoise data after midnight either as a discrete data product or as a part of a derived product is not permitted), process, reproduce, make available and re-distribute the Data as part of the Redistributor's services in accordance with the Terms of this Agreementservices. For the avoidance of doubt, the Redistributor shall not do anything and has no rights in respect of the Data other than expressly granted in this Agreement.
3.2 The Redistributor undertakes, inter alia, to prohibit the re-distribution, re-sale or sublicensing of Data in its contract with End Customers, to advise the Exchanges immediately if it becomes aware of any breach of such prohibition by an End Customer and to promptly enforce the contract on request by the Exchange in the event the Exchange becomes aware of any re-distribution, re-sale or sublicensing of Data by an End Customer without the prior written consent of the relevant Exchange.
3.3 The Customer (whether authorized to act as a Redistributor or not) may provide the Data to its Subsidiaries, provided, for the avoidance of doubt, such Subsidiary is listed on the Order or has been notified in writing to the Exchange prior to the supply of any Data to it. However, for the avoidance of doubt, any supply of Data to an undertaking which is not a “Subsidiary” of the Customer as defined in section 1159 of the Companies Xxx 0000 shall only be permitted where the Customer is authorised by the Exchange to act as a Redistributor, and such supply of Data shall be deemed to be a redistribution for the purposes of this Agreement.
3.4 Where a Customer is not authorised as a Redistributor, it they shall be deemed to be determined as an End Customer and it is strictly prohibited from may not re-distributingdistribute, re-selling sell or sub-licencing licence the Data to third parties other than to its Subsidiaries, except with the relevant Exchange’s prior written consenttheir Affiliated Companies. The End Customer undertakes, inter alia, to will only use the Data at the Premises in the ordinary course of its business and will not to re-distribute, re-sell or sub-licence license the Data to third parties other than its Subsidiariesparties, except with the relevant ExchangeTurquoise’s prior written consent.
3.3 The Customer’s use of the Service and the Data shall comply wholly with Schedule 3 at all times.
3.4 The Customer shall not use the Service or the Data for any illegal purpose or otherwise than in compliance with the applicable laws in the jurisdictions in which the Customer operates.
3.5 The Customer shall be responsible for the payment of all applicable Charges associated with any such use by its Affiliated Companies and shall procure that each of its Affiliated Companies complies fully with the relevant terms of this Agreement as if it were the Customer.
3.6 The Customer shall indemnify Turquoise against any claims, actions or proceedings, brought by its Affiliated Companies against Turquoise and any liability, costs or expenses (including any reasonable legal costs and any other reasonable expenses) included therewith.
3.7 For the avoidance of doubt, the Customer shall not do anything and has no rights in respect of the Data other than expressly granted in this Agreement. The Customer shall obtain Turquoise's express prior written consent for any act which is not expressly covered in this Agreement.
Appears in 1 contract
Samples: Information License Agreement