Permitted Use of Information. 4.1 The Licensee may access and use the Information and disseminate the Information to Subscribers, according to the Permitted Purpose, provided that it pays to HKEX-IS all applicable Licence Fees. The Licensee may not assign, transfer or sub-licence the right to disseminate the Information to Subscribers, to any other person except as permitted by clause 4.7. 4.2 The Licensee shall use reasonable endeavours to ensure that:- 4.2.1 any equipment or software used to process the Information are arranged; 4.2.2 other suitable procedures are in place so that no unauthorized person or device can obtain access to the Information. 4.3 Where the Licensee is required to have a subsisting contract with Subscribers, t he Licensee shall ensure and procure that all and any dissemination of the Information to any Subscriber shall be on terms that:- 4.3.1 no Subscriber shall, without the prior written approval of HKEX-IS (such approval not to be unreasonably withheld) disseminate the Information or any part thereof to any other person; 4.3.2 no Subscriber shall use or permit the use of the Information or any part thereof for any illegal purpose; 4.3.3 no Subscriber shall use the Information or any part thereof other than in the ordinary cou rse of its own business (which shall not include the dissemination of Information to third parties); and In the event that HKEX-IS grants approval to a Subscriber to disseminate the Information or any part thereof to any other person, HKEX-IS may impose such conditions on the Licensee as it considers appropriate, including (without limitation), requiring the Licensee to pay HKEX-IS such additional fees as calculated and/or as specified by HKEX-IS, restricting the mode of dissemination by the Subscriber and requiring the Licensee to ensure that the Subscriber complies with the same restrictions and obligations which are imposed on the Licensee under this Agreement relating to the access, use and dissemination of Information. 4.4 Where the Licensee is not required to have a subsisting contract with Subscribers: 4.4.1 the Licensee shall use best endeavours to design, operate and maintain a system that will prevent any downloading or exporting of the Information to other applications by Subscribers; and 4.4.2 the Licensee shall use reasonable endeavours to display a clear and prominent reference to the prohibition of further dissemination of the Information by Subscribers to any other person. 4.5 The Licensee shall ensure that no Subscriber is using the Information or any part thereof contrary to the provisions of this clause 4 and if the Subscriber is required to have a subsisting contract with the Licensee, the Licensee shall promptly supply to HKEX-IS the name and address of any Subscriber whom the Licensee or HKEX-IS suspects is in breach of such provisions. 4.6 If HKEX-IS suspects that a Subscriber, which is required to have a subsisting contract with the Licensee, is using the Information or any part thereof contrary to the provisions of this clause 4, HKEX- IS may serve a written notice on the Licensee specifying the name of such Subscriber and the nature of the suspected misuse and requiring the Licensee to notify that Subscriber in writing that it must immediately cease such misuse and must provide such proof as HKEX-IS may reasonably require that it has ceased (or never committed) such misuse. The Licensee shall immediately comply with such a notice on receipt. If the Subscriber fails to comply with the Licensee's notice within such period as HKEX-IS may specify the Licensee shall immediately at HKEX-IS' further written direction cease to supply the Information to that Subscriber or reduce the supply to a level specified by HKEX-IS. 4.7 The Licensee shall not assign or sub-licence the right to disseminate the Information to Subscribers except as follows: 4.7.1 the Licensee may sub-licence the right to disseminate the Information to Subscribers, to a Related Company (the details of which are more particularly set out in Schedule 2, as amended from time to time), provided that: (i) the Licensee gives HKEX-IS prior notice of the sub-licensing together with evidence, to the satisfaction of HKEX-IS, that the sub-licensee is a Related Company, (ii) the sub-licence shall terminate upon its ceasing to be a Related Company, (iii) the sub-licence shall impose on the Related Company all the restrictions and obligations imposed on the Licensee by this Agreement relating to the use of the Information except that no Related Company shall be liable to pay any Licence Fees in addition to those payable by the Licensee pursuant to sub-clause (v), (iv) the Licensee shall be personally liable hereunder for any breach by such Related Company of such restrictions or obligations, so that such breach shall be treated as a breach of this Agreement by the Licensee, (v) the Licensee shall, as part of its obligations under clause 5, be directly responsible for providing payments and statements on behalf of any such Related Companies as well as for itself, by way of a single consolidated statement which consolidated statement shall nevertheless also provide a breakdown of relevant payments and other information ascribable to each Related Company. 4.7.2 the Licensee may sub-licence the right to disseminate the Information to Subscribers, to such other third parties as are approved in advance in writing by HKEX-IS. HKEX-IS shall have complete discretion as to the terms on which it agrees to such sub-licence. Without prejudice to the foregoing, unless expressly otherwise agreed by HKEX-IS: (i) the sub-licence shall impose on the third party all the restrictions and obligations imposed on the Licensee by this Agreement relating to the use and dissemination of the Information, (ii) the Licensee shall be personally liable hereunder for any breach by such third party of such restrictions or obligations, so that such breach shall be treated as a breach of this Agreement by the Licensee, (iii) without prejudice to (i) and (ii), the third party sub-licensee shall render a Subscriber Report and payment in accordance with clause 5 directly to HKEX-IS. 4.7.3 HKEX-IS may, in respect of any sub-licence granted pursuant to clause 4.7.2, at any time by notice in writing given to the Licensee either require the Licensee to terminate such sub-licence or impose further conditions in respect of such sub-licence or require that the sub-licensee enter into a direct licence with HKEX-IS. 4.8 The Licensee shall comply with such directions as HKEX-IS may reasonably require from time to time concerning permitted use of the Information, provided that
Appears in 5 contracts
Samples: Market Data Vendor Licence Agreement, Market Data Vendor Licence Agreement, Market Data Vendor Licence Agreement
Permitted Use of Information. 4.1 The Licensee may access and use the Information and disseminate the Information to Subscribers, according to the Permitted Purpose, provided that it pays to HKEX-IS all applicable Licence Fees. The Licensee may not assign, transfer or sub-licence the right to disseminate the Information to Subscribers, to any other person except as permitted by clause 4.7.
4.2 The Licensee shall use reasonable endeavours to ensure that:-
4.2.1 any equipment or software used to process the Information are arranged;
4.2.2 other suitable procedures are in place so that no unauthorized person or device can obtain access to the Information.
4.3 Where the Licensee is required to have a subsisting contract with Subscribers, t he the Licensee shall ensure and procure that all and any dissemination of the Information to any Subscriber shall be on terms that:-
4.3.1 no Subscriber shall, without the prior written approval of HKEX-IS (such approval not to be unreasonably withheld) disseminate the Information or any part thereof to any other person;
4.3.2 no Subscriber shall use or permit the use of the Information or any part thereof for any illegal purpose;
4.3.3 no Subscriber shall use the Information or any part thereof other than in the ordinary cou rse course of its own business (which shall not include the dissemination of Information to third parties); and In the event that HKEX-IS grants approval to a Subscriber to disseminate the Information or any part thereof to any other person, HKEX-IS may impose such conditions on the Licensee as it considers appropriate, including (without limitation), requiring the Licensee to pay HKEX-IS such additional fees as calculated and/or as specified by HKEX-IS, restricting the mode of dissemination by the Subscriber and requiring the Licensee to ensure that the Subscriber complies with the same restrictions and obligations which are imposed on the Licensee under this Agreement relating to the access, use and dissemination of Information.
4.4 Where the Licensee is not required to have a subsisting contract with Subscribers:
4.4.1 the Licensee shall use best endeavours to design, operate and maintain a system that will prevent any downloading or exporting of the Information to other applications by Subscribers; and
4.4.2 the Licensee shall use reasonable endeavours to display a clear and prominent reference to the prohibition of further dissemination of the Information by Subscribers to any other person.
4.5 The Licensee shall ensure that no Subscriber is using the Information or any part thereof contrary to the provisions of this clause 4 and if the Subscriber is required to have a subsisting contract with the Licensee, the Licensee shall promptly supply to HKEX-IS the name and address of any Subscriber whom the Licensee or HKEX-IS suspects is in breach of such provisions.
4.6 If HKEX-IS suspects that a Subscriber, which is required to have a subsisting contract with the Licensee, is using the Information or any part thereof contrary to the provisions of this clause 4, HKEX- IS may serve a written notice on the Licensee specifying the name of such Subscriber and the nature of the suspected misuse and requiring the Licensee to notify that Subscriber in writing that it must immediately cease such misuse and must provide such proof as HKEX-IS may reasonably require that it has ceased (or never committed) such misuse. The Licensee shall immediately comply with such a notice on receipt. If the Subscriber fails to comply with the Licensee's notice within such period as HKEX-IS may specify the Licensee shall immediately at HKEX-IS' further written direction cease to supply the Information to that Subscriber or reduce the supply to a level specified by HKEX-IS.
4.7 The Licensee shall not assign or sub-licence the right to disseminate the Information to Subscribers except as follows:
4.7.1 the Licensee may sub-licence the right to disseminate the Information to Subscribers, to a Related Company (the details of which are more particularly set out in Schedule 2, as amended from time to time), provided that:
(i) the Licensee gives HKEX-IS prior notice of the sub-licensing together with evidence, to the satisfaction of HKEX-IS, that the sub-licensee is a Related Company,
(ii) the sub-licence shall terminate upon its ceasing to be a Related Company,
(iii) the sub-licence shall impose on the Related Company all the restrictions and obligations imposed on the Licensee by this Agreement relating to the use of the Information except that no Related Company shall be liable to pay any Licence Fees in addition to those payable by the Licensee pursuant to sub-clause (v),
(iv) the Licensee shall be personally liable hereunder for any breach by such Related Company of such restrictions or obligations, so that such breach shall be treated as a breach of this Agreement by the Licensee,
(v) the Licensee shall, as part of its obligations under clause 5, be directly responsible for providing payments and statements on behalf of any such Related Companies as well as for itself, by way of a single consolidated statement which consolidated statement shall nevertheless also provide a breakdown of relevant payments and other information ascribable to each Related Company.
4.7.2 the Licensee may sub-licence the right to disseminate the Information to Subscribers, to such other third parties as are approved in advance in writing by HKEX-IS. HKEX-IS shall have complete discretion as to the terms on which it agrees to such sub-licence. Without prejudice to the foregoing, unless expressly otherwise agreed by HKEX-IS:
(i) the sub-licence shall impose on the third party all the restrictions and obligations imposed on the Licensee by this Agreement relating to the use and dissemination of the Information,
(ii) the Licensee shall be personally liable hereunder for any breach by such third party of such restrictions or obligations, so that such breach shall be treated as a breach of this Agreement by the Licensee,
(iii) without prejudice to (i) and (ii), the third party sub-licensee shall render a Subscriber Report and payment in accordance with clause 5 directly to HKEX-IS.
4.7.3 HKEX-IS may, in respect of any sub-licence granted pursuant to clause 4.7.2, at any time by notice in writing given to the Licensee either require the Licensee to terminate such sub-licence or impose further conditions in respect of such sub-licence or require that the sub-licensee enter into a direct licence with HKEX-IS.
4.8 The Licensee shall comply with such directions as HKEX-IS may reasonably require from time to time concerning permitted use of the Information, provided that
Appears in 3 contracts
Samples: Market Data Vendor Licence Agreement, Market Data Vendor Licence Agreement, Market Data Vendor Licence Agreement
Permitted Use of Information. 4.1 The 5.1 Provided that the Licensee may access and use the Information and disseminate the Information to Subscribers, according to the Permitted Purpose, provided that it pays to HKEX-IS all applicable Licence Fees. The , the Licensee may not assign, transfer or sub-licence access and use the right Information according to the Permitted Purpose on the following terms:
5.1.1 no Licensee shall disseminate the Information to Subscribers, or any part thereof to any person other person except as than the Indirect Connection Licensees;
5.1.2 no Licensee shall use or permit the use of the Information or any part thereof for any illegal purpose;
5.1.3 no Licensee shall use the Information or any part thereof other than for the Permitted Purpose; and
5.1.4 during the currency of the licence, the Licensee is permitted by clause 4.7to store the Information received from the relevant Datafeed. Upon termination of a Datafeed or this Agreement, the Licensee shall destroy all stored Information and any copies of such Information derived from the relevant Datafeed.
4.2 5.2 The Licensee shall use reasonable endeavours to ensure that:-
4.2.1 5.2.1 any equipment or software used to process the Information are arranged;; and
4.2.2 5.2.2 other suitable procedures are in place so that no unauthorized person or device can obtain access to the Information.
4.3 Where the Licensee is required to have a subsisting contract with Subscribers, t he Licensee shall ensure and procure that all and any dissemination of the Information to any Subscriber shall be on terms that:-
4.3.1 no Subscriber shall, without the prior written approval of HKEX-IS (such approval not to be unreasonably withheld) disseminate the Information or any part thereof to any other person;
4.3.2 no Subscriber shall use or permit the use of the Information or any part thereof for any illegal purpose;
4.3.3 no Subscriber shall use the Information or any part thereof other than in the ordinary cou rse of its own business (which shall not include the dissemination of Information to third parties); and In the event that HKEX-IS grants approval to a Subscriber to disseminate the Information or any part thereof to any other person, HKEX-IS may impose such conditions on the Licensee as it considers appropriate, including (without limitation), requiring the Licensee to pay HKEX-IS such additional fees as calculated and/or as specified by HKEX-IS, restricting the mode of dissemination by the Subscriber and requiring the Licensee to ensure that the Subscriber complies with the same restrictions and obligations which are imposed on the Licensee under this Agreement relating to the access, use and dissemination of Information.
4.4 Where the Licensee is not required to have a subsisting contract with Subscribers:
4.4.1 the Licensee shall use best endeavours to design, operate and maintain a system that will prevent any downloading or exporting of the Information to other applications by Subscribers; and
4.4.2 the Licensee shall use reasonable endeavours to display a clear and prominent reference to the prohibition of further dissemination of the Information by Subscribers to any other person.
4.5 The Licensee shall ensure that no Subscriber is using the Information or any part thereof contrary to the provisions of this clause 4 and if the Subscriber is required to have a subsisting contract with the Licensee, the Licensee shall promptly supply to HKEX-IS the name and address of any Subscriber whom the Licensee or HKEX-IS suspects is in breach of such provisions.
4.6 If HKEX-IS suspects that a Subscriber, which is required to have a subsisting contract with the Licensee, is using the Information or any part thereof contrary to the provisions of this clause 4, HKEX- IS may serve a written notice on the Licensee specifying the name of such Subscriber and the nature of the suspected misuse and requiring the Licensee to notify that Subscriber in writing that it must immediately cease such misuse and must provide such proof as HKEX-IS may reasonably require that it has ceased (or never committed) such misuse. The Licensee shall immediately comply with such a notice on receipt. If the Subscriber fails to comply with the Licensee's notice within such period as HKEX-IS may specify the Licensee shall immediately at HKEX-IS' further written direction cease to supply the Information to that Subscriber or reduce the supply to a level specified by HKEX-IS.
4.7 5.3 The Licensee shall not assign assign, transfer or sub-licence the right to disseminate provide, and allow access or use of, the Information to Subscribers Indirect Connection Licensees except as follows:
4.7.1 5.3.1 the Licensee may sub-licence the right to disseminate provide, and allow access or use of, the Information to Subscribers, Indirect Connection Licensees to a Related Company (the details of which are more particularly set out in Schedule 2, as amended from time to time), provided that:
(i) the Licensee gives HKEX-IS prior notice of the sub-licensing together with evidence, to the satisfaction of HKEX-IS, that the sub-licensee is a Related Company,
(ii) the sub-licence shall terminate upon its ceasing to be a Related Company,
(iii) the sub-licence shall impose on the Related Company all the restrictions and obligations imposed on the Licensee by this Agreement relating to the use of the Information (including the use of the Information for the Permitted Purpose only) except that no Related Company shall be liable to pay any Licence Fees in addition to those payable by the Licensee pursuant to sub-clause (v),
(iv) the Licensee shall be personally liable hereunder for any breach by such Related Company of such restrictions or obligations, so that such breach shall be treated as a breach of this Agreement by the Licensee,, and
(v) the Licensee shall, as part of its obligations under clause 56, be directly responsible for providing payments and statements on behalf of any such Related Companies as well as for itself, by way of a single consolidated statement which consolidated statement shall nevertheless also provide a breakdown of relevant payments and other information ascribable to each Related Company.
4.7.2 the Licensee may sub-licence the right to disseminate the Information to Subscribers, to such other third parties as are approved in advance in writing by HKEX-IS. HKEX-IS shall have complete discretion as to the terms on which it agrees to such sub-licence. Without prejudice to the foregoing, unless expressly otherwise agreed by HKEX-IS:
(i) the sub-licence shall impose on the third party all the restrictions and obligations imposed on the Licensee by this Agreement relating to the use and dissemination of the Information,
(ii) the Licensee shall be personally liable hereunder for any breach by such third party of such restrictions or obligations, so that such breach shall be treated as a breach of this Agreement by the Licensee,
(iii) without prejudice to (i) and (ii), the third party sub-licensee shall render a Subscriber Report and payment in accordance with clause 5 directly to HKEX-IS.
4.7.3 HKEX-IS may, in respect of any sub-licence granted pursuant to clause 4.7.2, at any time by notice in writing given to the Licensee either require the Licensee to terminate such sub-licence or impose further conditions in respect of such sub-licence or require that the sub-licensee enter into a direct licence with HKEX-IS.
4.8 5.4 The Licensee shall comply with such directions as HKEX-IS may reasonably require from time to time concerning permitted use of the Information, provided that
Appears in 2 contracts
Samples: Market Data Application Service Provider Licence Agreement, Market Data Application Service Provider Licence Agreement
Permitted Use of Information. 4.1 The 5.1 Provided that the Licensee may access and use the Information and disseminate the Information to Subscribers, according to the Permitted Purpose, provided that it pays to HKEX-IS all applicable Licence Fees. The , the Licensee may not assign, transfer or sub-licence the right to disseminate access and use the Information to Subscribers, to any other person except as permitted by clause 4.7.
4.2 The Licensee shall use reasonable endeavours to ensure that:-
4.2.1 any equipment or software used to process the Information are arranged;
4.2.2 other suitable procedures are in place so that no unauthorized person or device can obtain access according to the Information.Permitted Purpose on the following terms:
4.3 Where the 5.1.1 no Licensee is required to have a subsisting contract with Subscribers, t he Licensee or Individual User shall ensure and procure that all and any dissemination of the Information to any Subscriber shall be on terms that:-
4.3.1 no Subscriber shall, without the prior written approval of HKEX-IS (such approval not to be unreasonably withheld) disseminate the Information or any part thereof to any other person;
4.3.2 5.1.2 no Subscriber Licensee or Individual User shall use or permit the use of the Information or any part thereof for any illegal purpose;
4.3.3 5.1.3 no Subscriber Licensee or Individual User shall use the Information or any part thereof other than in the ordinary cou rse course of its own business (which shall not include the dissemination of Information In formation to third parties); and In the event that HKEX-IS grants approval to a Subscriber to disseminate the Information or any part thereof to any other person, HKEX-IS may impose such conditions on the Licensee as it considers appropriate, including (without limitation), requiring the Licensee to pay HKEX-IS such additional fees as calculated and/or as specified by HKEX-IS, restricting the mode of dissemination by the Subscriber and requiring the Licensee to ensure that the Subscriber complies with the same restrictions and obligations which are imposed on the Licensee under this Agreement relating to the access, use and dissemination of Information.;
4.4 Where the Licensee is not required to have a subsisting contract with Subscribers:
4.4.1 5.1.4 the Licensee shall use best endeavours to design, operate and maintain a system that will prevent any downloading or exporting of the Information to other applications by SubscribersIndividual Users; and
4.4.2 5.1.5 during the currency of the licence, the Licensee is permitted to store Information received from the relevant Datafeed(s). Upon termination of a Datafeed or this Agreement, the Licensee shall destroy all stored Information and any copies of such Information derived from the relevant Datafeed(s).
5.2 The Licensee shall use reasonable endeavours to display a clear and prominent reference ensure that:-
5.2.1 any equipment or software used to process the Information are arranged;
5.2.2 other suitable procedures are in place so that no unauthorized person or device can obtain access to the prohibition of further dissemination of the Information by Subscribers to any other personInformation.
4.5 The 5.3 Subject always to clause 5.4, the Licensee shall ensure that all authorizations for Individual Users are valid and in effect at all relevant times, and no Subscriber Individual User is using the Information or any part thereof contrary to the provisions of this clause 4 and if 5, throughout the Subscriber is required to have a subsisting contract with the Licensee, the Licensee shall promptly supply to HKEX-IS the name and address term of any Subscriber whom the Licensee or HKEX-IS suspects is in breach of such provisionsthis Agreement.
4.6 5.4 If HKEX-IS suspects that a Subscriber, which is required to have a subsisting contract with the Licensee, an Individual User is using the Information or any part thereof contrary to the provisions of this clause 45, HKEX- HKEX-IS may serve a written notice on the Licensee specifying the name of such Subscriber and the nature of the suspected misuse and requiring the Licensee to notify that Subscriber Individual User in writing that it must immediately cease such misuse and must provide such proof as HKEX-IS may reasonably require that it has ceased (or never committed) such misuse. The Licensee shall immediately comply with such a notice on receipt. If the Subscriber fails to comply with the Licensee's notice within such period as HKEX-IS may specify the Licensee shall immediately at HKEX-IS' further written direction cease to supply the Information to that Subscriber or reduce the supply to a level specified by HKEX-IS.notice
4.7 5.5 The Licensee shall not assign assign, transfer or sub-licence the right to disseminate access and use the Information to Subscribers except as follows:
4.7.1 5.5.1 the Licensee may sub-licence the right to disseminate access and use the Information to Subscribers, to a Related Company (the details of which are more particularly set out in Schedule 2, as amended from time to time), provided that:
(i) the Licensee gives HKEX-IS prior notice of the sub-licensing together with evidence, to the satisfaction of HKEX-IS, that the sub-licensee is a Related Company,
(ii) the sub-licence shall terminate upon its ceasing to be a Related Company,
(iii) the sub-licence shall impose on the Related Company all the restrictions and obligations imposed on the Licensee by this Agreement relating to the use of the Information except that no Related Company shall be liable to pay any Licence Fees in addition to those payable by the Licensee pursuant to sub-clause (v),
(iv) the Licensee shall be personally liable hereunder for any breach by such Related Company of such restrictions or obligations, so that such breach shall be treated as a breach of this Agreement by the Licensee,, and
(v) the Licensee shall, as part of its obligations under clause 56, be directly responsible for providing payments and statements on behalf of any such Related Companies as well as for itself, by way of a single consolidated statement which consolidated statement shall nevertheless also provide a breakdown of relevant payments and other information ascribable to each Related Company.
4.7.2 5.5.2 the Licensee may sub-licence the right to disseminate access and use the Information to Subscribers, to such other third parties as are which have an established business relationship with the Licensee, and have been approved in advance in writing by HKEX-ISIS (the details of such approved third parties are more particularly set out in Schedule 2, as amended from time to time). HKEX-IS shall have complete discretion as to the terms on which it agrees to such sub-licence. Without prejudice to the foregoing, unless expressly otherwise agreed by HKEX-IS:
(i) the Licensee shall give HKEX-IS prior notice of the sub-licensing together with evidence, to the satisfaction of HKEX-IS, that the sub-licensee has an established business relationship with the Licensee,
(ii) the sub-licence shall terminate upon the termination of the business relationship between the third party and the Licensee,
(iii) the sub-licence shall impose on the third party all the restrictions and obligations imposed on the Licensee by this Agreement relating to the use and dissemination of the InformationInformation except that the no third party shall be liable to pay any Licence Fees in addition to those payable by the Licensee pursuant to sub-clause (v),
(iiiv) the Licensee shall be personally liable hereunder for any breach by such third party of such restrictions or obligations, so that such breach shall be treated as a breach of this Agreement by the Licensee,, and
(iiiv) without prejudice to (i) the Licensee shall, as part of its obligations under clause 6, be directly responsible for providing payments and (ii), the statements on behalf of any such third party sub-licensee as well as for itself, by way of a single consolidated statement which consolidated statement shall render nevertheless also provide a Subscriber Report breakdown of relevant payments and payment in accordance with clause 5 directly other information ascribable to HKEX-ISeach third party.
4.7.3 5.5.3 HKEX-IS may, in respect of any sub-licence granted pursuant to clause 4.7.25.5.2, at any time by notice in writing given to the Licensee either require the Licensee to terminate such sub-licence or impose further conditions in respect of such sub-licence or require that the sub-licensee enter into a direct licence with HKEX-IS.
4.8 5.6 The Licensee shall comply with such directions as HKEX-IS may reasonably require from time to time concerning permitted use of the Information, provided that
Appears in 2 contracts
Samples: Market Data End User Licence Agreement, Market Data End User Licence Agreement
Permitted Use of Information. 4.1 The Licensee may access and use the Information and disseminate the Information to Subscribers, according to the Permitted Purpose, provided that it pays to HKEX-IS (CHINA) all applicable Licence Fees. The Licensee may not assign, transfer or sub-licence the right to disseminate the Information to Subscribers, to any other person except as permitted by clause 4.7.
4.2 The Licensee shall use reasonable endeavours to ensure that:-
4.2.1 any equipment or software used to process the Information are arranged;
4.2.2 other suitable procedures are in place so that no unauthorized person or device can obtain access to the Information.
4.3 Where the Licensee is required to have a subsisting contract with Subscribers, t he the Licensee shall ensure and procure that all and any dissemination of the Information to any Subscriber shall be on terms that:-
4.3.1 no Subscriber shall, without the prior written approval of HKEX-IS (CHINA) (such approval not to be unreasonably withheld) disseminate the Information or any part thereof to any other person;
4.3.2 no Subscriber shall use or permit the use of the Information or any part thereof for any illegal purpose;
4.3.3 no Subscriber shall use the Information or any part thereof other than in the ordinary cou rse course of its own business (which shall not include the dissemination of Information to third parties); and In the event that HKEX-IS (CHINA) grants approval to a Subscriber to disseminate the Information or any part thereof to any other person, HKEX-IS (CHINA) may impose such conditions on the Licensee as it considers appropriate, including (without limitation), requiring the Licensee to pay HKEX-IS (CHINA) such additional fees as calculated and/or as specified by HKEX-ISIS (CHINA), restricting the mode of dissemination by the Subscriber and requiring the Licensee to ensure that the Subscriber complies with the same restrictions and obligations which are imposed on the Licensee under this Agreement relating to the access, use and dissemination of Information.
4.4 Where the Licensee is not required to have a subsisting contract with Subscribers:
4.4.1 the Licensee shall use best endeavours to design, operate and maintain a system that will prevent any downloading or exporting of the Information to other applications by Subscribers; and
4.4.2 the Licensee shall use reasonable endeavours to display a clear and prominent reference to the prohibition of further dissemination of the Information by Subscribers to any other person.
4.5 The Licensee shall ensure that no Subscriber is using the Information or any part thereof contrary to the provisions of this clause 4 and if the Subscriber is required to have a subsisting contract with the Licensee, the Licensee shall promptly supply to HKEX-IS (CHINA) the name and address of any Subscriber whom the Licensee or HKEX-IS (CHINA) suspects is in breach of such provisions.
4.6 If HKEX-IS (CHINA) suspects that a Subscriber, which is required to have a subsisting contract with the Licensee, is using the Information or any part thereof contrary to the provisions of this clause 4, HKEX- HKEX-IS (CHINA) may serve a written notice on the Licensee specifying the name of such Subscriber and the nature of the suspected misuse and requiring the Licensee to notify that Subscriber in writing that it must immediately cease such misuse and must provide such proof as HKEX-IS may reasonably require that it has ceased (or never committed) such misuse. The Licensee shall immediately comply with such a notice on receipt. If the Subscriber fails to comply with the Licensee's notice within such period as HKEX-IS may specify the Licensee shall immediately at HKEX-IS' further written direction cease to supply the Information to that Subscriber or reduce the supply to a level specified by HKEX-IS.Subscriber
4.7 The Licensee shall not assign or sub-licence the right to disseminate the Information to Subscribers except as follows:
4.7.1 the Licensee may sub-licence the right to disseminate the Information to Subscribers, to a Related Company (the details of which are more particularly set out in Schedule 2, as amended from time to time), provided that:
(i) the Licensee gives HKEX-IS (CHINA) prior notice of the sub-licensing together with evidence, to the satisfaction of HKEX-ISIS (CHINA), that the sub-licensee is a Related Company,
(ii) the sub-licence shall terminate upon its ceasing to be a Related Company,
(iii) the sub-licence shall impose on the Related Company all the restrictions and obligations imposed on the Licensee by this Agreement relating to the use of the Information except that no Related Company shall be liable to pay any Licence Fees in addition to those payable by the Licensee pursuant to sub-clause (v),
(iv) the Licensee shall be personally liable hereunder for any breach by such Related Company of such restrictions or obligations, so that such breach shall be treated as a breach of this Agreement by the Licensee,
(v) the Licensee shall, as part of its obligations under clause 5, be directly responsible for providing payments and statements on behalf of any such Related Companies as well as for itself, by way of a single consolidated statement which consolidated statement shall nevertheless also provide a breakdown of relevant payments and other information ascribable to each Related Company.
4.7.2 the Licensee may sub-licence the right to disseminate the Information to Subscribers, to such other third parties as are approved in advance in writing by HKEX-ISIS (CHINA). HKEX-IS (CHINA) shall have complete discretion as to the terms on which it agrees to such sub-licence. Without prejudice to the foregoing, unless expressly otherwise agreed by HKEX-IS:IS (CHINA):
(i) the sub-licence shall impose on the third party all the restrictions and obligations imposed on the Licensee by this Agreement relating to the use and dissemination of the Information,
(ii) the Licensee shall be personally liable hereunder for any breach by such third party of such restrictions or obligations, so that such breach shall be treated as a breach of this Agreement by the Licensee,
(iii) without prejudice to (i) and (ii), the third party sub-licensee shall render a Subscriber Report and payment in accordance with clause 5 directly to HKEX-ISIS (CHINA).
4.7.3 HKEX-IS (CHINA) may, in respect of any sub-licence granted pursuant to clause 4.7.2, at any time by notice in writing given to the Licensee either require the Licensee to terminate such sub-sub- licence or impose further conditions in respect of such sub-licence or require that the sub-sub- licensee enter into a direct licence with HKEX-ISIS (CHINA).
4.8 The Licensee shall comply with such directions as HKEX-IS (CHINA) may reasonably require from time to time concerning permitted use of the Information, provided that
Appears in 2 contracts
Samples: Market Data Vendor Licence Agreement, Market Data Vendor Licence Agreement
Permitted Use of Information. 4.1 The 5.1 Provided that the Licensee pays to HKEX-IS (CHINA) all applicable Licence Fees, the Licensee may access and use the Information and disseminate the Information to Subscribers, according to the Permitted Purpose, provided that it pays to HKEX-IS all applicable Licence Fees. The Purpose on the following terms:
5.1.1 no Licensee may not assign, transfer or sub-licence the right to shall disseminate the Information to Subscribers, or any part thereof to any person other person except as than the Indirect Connection Licensees;
5.1.2 no Licensee shall use or permit the use of the Information or any part thereof for any illegal purpose;
5.1.3 no Licensee shall use the Information or any part thereof other than for the Permitted Purpose; and
5.1.4 during the currency of the licence, the Licensee is permitted by clause 4.7to store the Information received from the relevant Datafeed. Upon termination of a Datafeed or this Agreement, the Licensee shall destroy all stored Information and any copies of such Information derived from the relevant Datafeed.
4.2 5.2 The Licensee shall use reasonable endeavours to ensure that:-
4.2.1 5.2.1 any equipment or software used to process the Information are arranged;; and
4.2.2 5.2.2 other suitable procedures are in place so that no unauthorized person or device can obtain access to the Information.
4.3 Where the Licensee is required to have a subsisting contract with Subscribers, t he Licensee shall ensure and procure that all and any dissemination of the Information to any Subscriber shall be on terms that:-
4.3.1 no Subscriber shall, without the prior written approval of HKEX-IS (such approval not to be unreasonably withheld) disseminate the Information or any part thereof to any other person;
4.3.2 no Subscriber shall use or permit the use of the Information or any part thereof for any illegal purpose;
4.3.3 no Subscriber shall use the Information or any part thereof other than in the ordinary cou rse of its own business (which shall not include the dissemination of Information to third parties); and In the event that HKEX-IS grants approval to a Subscriber to disseminate the Information or any part thereof to any other person, HKEX-IS may impose such conditions on the Licensee as it considers appropriate, including (without limitation), requiring the Licensee to pay HKEX-IS such additional fees as calculated and/or as specified by HKEX-IS, restricting the mode of dissemination by the Subscriber and requiring the Licensee to ensure that the Subscriber complies with the same restrictions and obligations which are imposed on the Licensee under this Agreement relating to the access, use and dissemination of Information.
4.4 Where the Licensee is not required to have a subsisting contract with Subscribers:
4.4.1 the Licensee shall use best endeavours to design, operate and maintain a system that will prevent any downloading or exporting of the Information to other applications by Subscribers; and
4.4.2 the Licensee shall use reasonable endeavours to display a clear and prominent reference to the prohibition of further dissemination of the Information by Subscribers to any other person.
4.5 The Licensee shall ensure that no Subscriber is using the Information or any part thereof contrary to the provisions of this clause 4 and if the Subscriber is required to have a subsisting contract with the Licensee, the Licensee shall promptly supply to HKEX-IS the name and address of any Subscriber whom the Licensee or HKEX-IS suspects is in breach of such provisions.
4.6 If HKEX-IS suspects that a Subscriber, which is required to have a subsisting contract with the Licensee, is using the Information or any part thereof contrary to the provisions of this clause 4, HKEX- IS may serve a written notice on the Licensee specifying the name of such Subscriber and the nature of the suspected misuse and requiring the Licensee to notify that Subscriber in writing that it must immediately cease such misuse and must provide such proof as HKEX-IS may reasonably require that it has ceased (or never committed) such misuse. The Licensee shall immediately comply with such a notice on receipt. If the Subscriber fails to comply with the Licensee's notice within such period as HKEX-IS may specify the Licensee shall immediately at HKEX-IS' further written direction cease to supply the Information to that Subscriber or reduce the supply to a level specified by HKEX-IS.
4.7 5.3 The Licensee shall not assign assign, transfer or sub-licence the right to disseminate provide, and allow access or use of, the Information to Subscribers Indirect Connection Licensees except as follows:
4.7.1 5.3.1 the Licensee may sub-licence the right to disseminate provide, and allow access or use of, the Information to Subscribers, Indirect Connection Licensees to a Related Company (the details of which are more particularly set out in Schedule 2, as amended from time to time), provided that:
(i) the Licensee gives HKEX-IS (CHINA) prior notice of the sub-licensing together with evidence, to the satisfaction of HKEX-ISIS (CHINA), that the sub-licensee is a Related Company,
(ii) the sub-licence shall terminate upon its ceasing to be a Related Company,
(iii) the sub-licence shall impose on the Related Company all the restrictions and obligations imposed on the Licensee by this Agreement relating to the use of the Information (including the use of the Information for the Permitted Purpose only) except that no Related Company shall be liable to pay any Licence Fees in addition to those payable by the Licensee pursuant to sub-clause (v),
(iv) the Licensee shall be personally liable hereunder for any breach by such Related Company of such restrictions or obligations, so that such breach shall be treated as a breach of this Agreement by the Licensee,, and
(v) the Licensee shall, as part of its obligations under clause 56, be directly responsible for providing payments and statements on behalf of any such Related Companies as well as for itself, by way of a single consolidated statement which consolidated statement shall nevertheless also provide a breakdown of relevant payments and other information ascribable to each Related Company.
4.7.2 the Licensee may sub-licence the right to disseminate the Information to Subscribers, to such other third parties as are approved in advance in writing by HKEX-IS. HKEX-IS shall have complete discretion as to the terms on which it agrees to such sub-licence. Without prejudice to the foregoing, unless expressly otherwise agreed by HKEX-IS:
(i) the sub-licence shall impose on the third party all the restrictions and obligations imposed on the Licensee by this Agreement relating to the use and dissemination of the Information,
(ii) the Licensee shall be personally liable hereunder for any breach by such third party of such restrictions or obligations, so that such breach shall be treated as a breach of this Agreement by the Licensee,
(iii) without prejudice to (i) and (ii), the third party sub-licensee shall render a Subscriber Report and payment in accordance with clause 5 directly to HKEX-IS.
4.7.3 HKEX-IS may, in respect of any sub-licence granted pursuant to clause 4.7.2, at any time by notice in writing given to the Licensee either require the Licensee to terminate such sub-licence or impose further conditions in respect of such sub-licence or require that the sub-licensee enter into a direct licence with HKEX-IS.
4.8 5.4 The Licensee shall comply with such directions as HKEX-IS (CHINA) may reasonably require from time to time concerning permitted use of the Information, provided that
Appears in 2 contracts
Samples: Market Data Application Service Provider Licence Agreement, Market Data Application Service Provider Licence Agreement
Permitted Use of Information. 4.1 The Licensee may access and use the Information and disseminate the Information to Subscribers, according to the Permitted Purpose, provided that it pays to HKEX-IS all applicable Licence Fees. The Licensee may not assign, transfer or sub-licence the right to disseminate the Information to Subscribers, to any other person except as permitted by clause 4.7.
4.2 The Licensee shall use reasonable endeavours to ensure that:-
4.2.1 any equipment or software used to process the Information are arranged;
4.2.2 other suitable procedures are in place so that no unauthorized person or device can obtain access to the Information.
4.3 Where the Licensee is required to have a subsisting contract with Subscribers, t he Licensee shall ensure and procure that all and any dissemination of the Information to any Subscriber shall be on terms that:-
4.3.1 no Subscriber shall, without the prior written approval of HKEX-IS (such approval not to be unreasonably withheld) disseminate the Information or any part thereof to any other person;
4.3.2 no Subscriber shall use or permit the use of the Information or any part thereof for any illegal purpose;
4.3.3 no Subscriber shall use the Information or any part thereof other than in the ordinary cou rse course of its own business (which shall not include the dissemination of Information to third parties); and In the event that HKEX-IS grants approval to a Subscriber to disseminate the Information or any part thereof to any other person, HKEX-IS may impose such conditions on the Licensee as it considers appropriate, including (without limitation), requiring the Licensee to pay HKEX-IS such additional fees as calculated and/or as specified by HKEX-IS, restricting the mode of dissemination by the Subscriber and requiring the Licensee to ensure that the Subscriber complies with the same restrictions and obligations which are imposed on the Licensee under this Agreement relating to the access, use and dissemination of Information.
4.4 Where the Licensee is not required to have a subsisting contract with Subscribers:
4.4.1 the Licensee shall use best endeavours to design, operate and maintain a system that will prevent any downloading or exporting of the Information to other applications by Subscribers; and
4.4.2 the Licensee shall use reasonable endeavours to display a clear and prominent reference to the prohibition of further dissemination of the Information by Subscribers to any other person.
4.5 The Licensee shall ensure that no Subscriber is using the Information or any part thereof contrary to the provisions of this clause 4 and if the Subscriber is required to have a subsisting contract with the Licensee, the Licensee shall promptly supply to HKEX-IS the name and address of any Subscriber whom the Licensee or HKEX-IS suspects is in breach of such provisions.
4.6 If HKEX-IS suspects that a Subscriber, which is required to have a subsisting contract with the Licensee, is using the Information or any part thereof contrary to the provisions of this clause 4, HKEX- IS may serve a written notice on the Licensee specifying the name of such Subscriber and the nature of the suspected misuse and requiring the Licensee to notify that Subscriber in writing that it must immediately cease such misuse and must provide such proof as HKEX-IS may reasonably require that it has ceased (or never committed) such misuse. The Licensee shall immediately comply with such a notice on receipt. If the Subscriber fails to comply with the Licensee's notice within such period as HKEX-IS may specify the Licensee shall immediately at HKEX-IS' further written direction cease to supply the Information to that Subscriber or reduce the supply to a level specified by HKEX-IS.
4.7 The Licensee shall not assign or sub-licence the right to disseminate the Information to Subscribers except as follows:
4.7.1 the Licensee may sub-licence the right to disseminate the Information to Subscribers, to a Related Company (the details of which are more particularly set out in Schedule 2, as amended from time to time), provided that:
(i) the Licensee gives HKEX-IS prior notice of the sub-licensing together with evidence, to the satisfaction of HKEX-IS, that the sub-licensee is a Related Company,
(ii) the sub-licence shall terminate upon its ceasing to be a Related Company,
(iii) the sub-licence shall impose on the Related Company all the restrictions and obligations imposed on the Licensee by this Agreement relating to the use of the Information except that no Related Company shall be liable to pay any Licence Fees in addition to those payable by the Licensee pursuant to sub-clause (v),
(iv) the Licensee shall be personally liable hereunder for any breach by such Related Company of such restrictions or obligations, so that such breach shall be treated as a breach of this Agreement by the Licensee,
(v) the Licensee shall, as part of its obligations under clause 5, be directly responsible for providing payments and statements on behalf of any such Related Companies as well as for itself, by way of a single consolidated statement which consolidated statement shall nevertheless also provide a breakdown of relevant payments and other information ascribable to each Related Company.
4.7.2 the Licensee may sub-licence the right to disseminate the Information to Subscribers, to such other third parties as are approved in advance in writing by HKEX-IS. HKEX-IS shall have complete discretion as to the terms on which it agrees to such sub-licence. Without prejudice to the foregoing, unless expressly otherwise agreed by HKEX-IS:
(i) the sub-licence shall impose on the third party all the restrictions and obligations imposed on the Licensee by this Agreement relating to the use and dissemination of the Information,
(ii) the Licensee shall be personally liable hereunder for any breach by such third party of such restrictions or obligations, so that such breach shall be treated as a breach of this Agreement by the Licensee,
(iii) without prejudice to (i) and (ii), the third party sub-licensee shall render a Subscriber Report and payment in accordance with clause 5 directly to HKEX-IS.
4.7.3 HKEX-IS may, in respect of any sub-licence granted pursuant to clause 4.7.2, at any time by notice in writing given to the Licensee either require the Licensee to terminate such sub-licence or impose further conditions in respect of such sub-licence or require that the sub-licensee enter into a direct licence with HKEX-IS.
4.8 The Licensee shall comply with such directions as HKEX-IS may reasonably require from time to time concerning permitted use of the Information, provided that
Appears in 1 contract
Samples: Market Data Vendor Licence Agreement
Permitted Use of Information. 4.1 The Licensee may access and use the Information and disseminate the Information for dissemination to Subscribers, according to the Permitted Purpose, Subscribers provided that it pays to HKEX-IS SEIS all applicable Licence License Fees. The Licensee It may not assign, transfer or sub-licence the right to disseminate the Information to Subscribers, to any other person except as permitted by clause 4.74.6 below.
4.2 The Licensee shall use reasonable endeavours to ensure that:-that:
4.2.1 any equipment or software used to process the Information are arranged;
4.2.2 other suitable procedures are in place so that no unauthorized person or device can obtain access to the Information.
4.3 Where the Licensee is required to have a subsisting contract with Subscribers, t he The Licensee shall ensure and procure that all and any dissemination of the Information to any Subscriber shall be on terms that:-that:
4.3.1 no Subscriber shall, without the prior written approval of HKEX-IS SEIS (such approval not to be unreasonably withheld) disseminate the Information or any Any part thereof to any other person;
4.3.2 no Subscriber shall use or permit the use of the Information or any part thereof for any illegal purpose;
4.3.3 no Subscriber shall use the Information or any part thereof other than in the ordinary cou rse course of its own business (which shall not include the dissemination of Information to third parties); and In the event that HKEX-IS grants approval to a and
4.3.4 no Subscriber to disseminate shall use the Information or any part thereof to any other personestablish, HKEX-IS may impose such conditions on the Licensee as it considers appropriatemaintain or provide or to assist in establishing, including (without limitation), requiring the Licensee to pay HKEX-IS such additional fees as calculated and/or as specified by HKEX-IS, restricting the mode of dissemination by the Subscriber and requiring the Licensee to ensure that the Subscriber complies with the same restrictions and obligations which are imposed on the Licensee under this Agreement relating to the access, use and dissemination of Informationmaintaining or providing an Off Market.
4.4 Where the Licensee is not required to have a subsisting contract with Subscribers:
4.4.1 the The Licensee shall use best endeavours to design, operate and maintain a system that will prevent any downloading or exporting of the Information to other applications by Subscribers; and
4.4.2 the Licensee shall use reasonable endeavours to display a clear and prominent reference to the prohibition of further dissemination of the Information by Subscribers to any other person.
4.5 The Licensee shall ensure assist SEIS in ensuring that no Subscriber is using the Information or any part thereof contrary to the provisions Provisions of this clause 4 and if the Subscriber is required to have a subsisting contract with the Licensee, the Licensee shall promptly supply to HKEX-IS SEIS the name names and address addresses of any Subscriber whom the Licensee or HKEX-IS SEIS suspects is in breach of such provisions.
4.6 4.5 If HKEX-IS SEIS suspects that a Subscriber, which is required to have a subsisting contract with the Licensee, Subscriber is using the Information or any part thereof contrary to the provisions of this clause 4, HKEX- IS SEIS may serve a written notice on the Licensee specifying the name of such Subscriber and the nature of the suspected misuse and requiring the Licensee to notify that Subscriber in writing that it must immediately forthwith cease such misuse and must provide such proof as HKEX-IS SEIS may reasonably require that it has ceased (or never committed) such misuse. The Licensee shall immediately comply with such a notice on receipt. If the Subscriber fails to comply with the Licensee's notice within such period as HKEX-IS SEIS may specify the Licensee shall immediately forthwith at HKEX-ISSEIS' further written direction cease to supply the Information to that Subscriber or reduce the supply to a level specified by HKEX-ISSEIS.
4.7 4.6 The Licensee shall may not assign or sub-licence license the right to disseminate the Information except as follows:
4.6.1 the Licensee may sub-license the right to disseminate the Information to Subscribers except as follows:
4.7.1 the Licensee may sub-licence the right to disseminate the Information to Subscribers, to a Related Company (the details of which are more particularly set out in Schedule 2, as amended from time to time)Company, provided that:
(i) the Licensee gives HKEX-IS SEIS prior notice of the sub-licensing together with evidence, to the satisfaction of HKEX-ISSEIS, that the sub-licensee is a Related Company,
(ii) the The sub-licence license shall terminate upon its ceasing to be a Related Company,
(iii) the sub-licence license shall impose on the Related Company all the restrictions and obligations imposed on the Licensee by this Agreement relating to the use of the Information except that no Related Company shall be liable to pay any Licence License Fees in addition to those payable by the Licensee pursuant to sub-clause (v)) below,
(iv) the Licensee shall be personally liable hereunder for any breach by such Related Company of such restrictions or obligations, so that such breach shall be treated as a breach of this Agreement by the LicenseeAgreement,
(v) the Licensee shall, as part of its obligations under clause 5, be directly responsible for providing payments and statements on behalf of any such Related Companies as well as for itself, by way of a single consolidated statement which consolidated statement shall nevertheless also provide a breakdown of relevant payments and other information ascribable to each Related Company.
4.7.2 4.6.2 the Licensee may sub-licence license the right to disseminate the Information to Subscribers, to such other third parties as are approved in advance in writing by HKEX-IS. HKEX-IS SEIS, SEIS shall have complete discretion as to the terms on which it agrees to such sub-licencelicense. Without prejudice to the foregoing, unless expressly otherwise agreed by HKEX-ISSEIS:
(i) the sub-licence license shall impose on the third party all the restrictions and obligations imposed on the Licensee by this Agreement relating to the use and dissemination of the Information,
(ii) the Licensee shall be personally liable hereunder for any breach by such third party of such restrictions or obligations, so that such breach shall be treated as a breach of this Agreement by the LicenseeAgreement,
(iii) without prejudice to (i) and (ii), the third party sub-licensee shall render a Subscriber Report Statement and payment in accordance with clause 5 directly direct to HKEX-ISSEIS.
4.7.3 HKEX-IS 4.6.3 SEIS may, in respect of any sub-licence license granted pursuant to clause 4.7.2, at any time by notice in writing given to the Licensee either require the Licensee to terminate such sub-licence or impose further conditions in respect of such sub-licence or require that the sub-licensee enter into a direct licence with HKEX-ISclause 4.
4.8 The Licensee shall comply with such directions as HKEX-IS may reasonably require from time to time concerning permitted use of the Information, provided that
Appears in 1 contract
Samples: Market Datafeed Service Agreement (Ziasun Technologies Inc)
Permitted Use of Information. 4.1 The 5.1 Provided that the Licensee pays to HKEX-IS (CHINA) all applicable Licence Fees, the Licensee may access and use the Information and disseminate the Information to Subscribers, according to the Permitted Purpose, provided that it pays to HKEX-IS all applicable Licence Fees. The Purpose on the following terms:
5.1.1 no Licensee may not assign, transfer or sub-licence the right to Individual User shall disseminate the Information to Subscribers, or any part thereof to any other person except as person;
5.1.2 no Licensee or Individual User shall use or permit the use of the Information or any part thereof for any illegal purpose;
5.1.3 no Licensee or Individual User shall use the Information or any part thereof other than in the ordinary course of its own business (which shall not include the dissemination of In formation to third parties);
5.1.4 the Licensee shall use best endeavours to design, operate and maintain a system that will preve nt any downloading or exporting of the Information to other applications by Individual Users; and
5.1.5 during the currency of the licence, the Licensee is permitted by clause 4.7to store Information received from the relevant Datafeed(s). Upon termination of a Datafeed or this Agreement, the Licensee shall destroy all stored Information and any copies of such Information derived from the relevant Datafeed(s).
4.2 5.2 The Licensee shall use reasonable endeavours to ensure that:-
4.2.1 5.2.1 any equipment or software used to process the Information are arranged;
4.2.2 5.2.2 other suitable procedures are in place so that no unauthorized person or device can obtain access to the Information.
4.3 Where 5.3 Subject always to clause 5.4, the Licensee is required to have a subsisting contract with Subscribers, t he Licensee shall ensure and procure that all and any dissemination of the Information to any Subscriber shall be on terms that:-
4.3.1 no Subscriber shall, without the prior written approval of HKEX-IS (such approval not to be unreasonably withheld) disseminate the Information or any part thereof to any other person;
4.3.2 no Subscriber shall use or permit the use of the Information or any part thereof for any illegal purpose;
4.3.3 no Subscriber shall use the Information or any part thereof other than in the ordinary cou rse of its own business (which shall not include the dissemination of Information to third parties); and In the event that HKEX-IS grants approval to a Subscriber to disseminate the Information or any part thereof to any other person, HKEX-IS may impose such conditions on the Licensee as it considers appropriate, including (without limitation), requiring the Licensee to pay HKEX-IS such additional fees as calculated and/or as specified by HKEX-IS, restricting the mode of dissemination by the Subscriber and requiring the Licensee to ensure that the Subscriber complies with the same restrictions and obligations which are imposed on the Licensee under this Agreement relating to the access, use and dissemination of Information.
4.4 Where the Licensee is not required to have a subsisting contract with Subscribers:
4.4.1 the Licensee shall use best endeavours to design, operate and maintain a system that will prevent any downloading or exporting of the Information to other applications by Subscribers; and
4.4.2 the Licensee shall use reasonable endeavours to display a clear and prominent reference to the prohibition of further dissemination of the Information by Subscribers to any other person.
4.5 The Licensee shall ensure that all authorizations for Individual Users are valid and in effect at all relevant times, and no Subscriber Individual User is using the Information or any part thereof contrary to the provisions of this clause 4 and if 5, throughout the Subscriber is required to have a subsisting contract with the Licensee, the Licensee shall promptly supply to HKEX-IS the name and address term of any Subscriber whom the Licensee or HKEX-IS suspects is in breach of such provisionsthis Agreement.
4.6 5.4 If HKEX-IS (CHINA) suspects that a Subscriber, which is required to have a subsisting contract with the Licensee, an Individual User is using the Information or any part thereof contrary to the provisions of this clause 45, HKEX- HKEX-IS (CHINA) may serve a written notice on the Licensee specifying the name of such Subscriber and the nature of the suspected misuse and requiring the Licensee to notify that Subscriber Individual User in writing that it must immediately cease such misuse and must provide such proof as HKEX-IS (CHINA) may reasonably require that it has ceased (or never committed) such misuse. The Licensee shall immediately comply with such a notice on receipt. If the Subscriber Individual User fails to comply with the Licensee's notice within such period as HKEX-IS (CHINA) may specify the Licensee shall immediately at HKEX-IS' IS (CHINA)'s further written direction cease to supply the Information to that Subscriber Individual User or reduce the supply to a level specified by HKEX-ISIS (CHINA).
4.7 5.5 The Licensee shall not assign assign, transfer or sub-licence the right to disseminate access and use the Information to Subscribers except as follows:
4.7.1 5.5.1 the Licensee may sub-licence the right to disseminate access and use the Information to Subscribers, to a Related Company (the details of which are more particularly set out in Schedule 2, as amended from time to time), provided that:
(i) the Licensee gives HKEX-IS (CHINA) prior notice of the sub-licensing together with evidence, to the satisfaction of HKEX-ISIS (CHINA), that the sub-licensee is a Related Company,
(ii) the sub-licence shall terminate upon its ceasing to be a Related Company,
(iii) the sub-licence shall impose on the Related Company all the restrictions and obligations imposed on the Licensee by this Agreement relating to the use of the Information except that no Related Company shall be liable to pay any Licence Fees in addition to those payable by the Licensee pursuant to sub-clause (v),
(iv) the Licensee shall be personally liable hereunder for any breach by such Related Company of such restrictions or obligations, so that such breach shall be treated as a breach of this Agreement by the Licensee,, and
(v) the Licensee shall, as part of its obligations under clause 56, be directly responsible for providing payments and statements on behalf of any such Related Companies as well as for itself, by way of a single consolidated statement which consolidated statement shall nevertheless also provide a breakdown of relevant payments and other information ascribable to each Related Company.
4.7.2 5.5.2 the Licensee may sub-licence the right to disseminate access and use the Information to Subscribers, to such other third parties as are which have an established business relationship with the Licensee, and have been approved in advance in writing by HKEX-ISIS (CHINA) (the details of such approved third parties are more particularly set out in Schedule 2, as amended from time to time). HKEX-IS (CHINA) shall have complete discretion as to the terms on which it agrees to such sub-licence. Without prejudice to the foregoing, unless expressly otherwise agreed by HKEX-IS:IS (CHINA):
(i) the Licensee shall give HKEX-IS (CHINA) prior notice of the sub-licensing together with evidence, to the satisfaction of HKEX-IS (CHINA), that the sub-licensee has an established business relationship with the Licensee,
(ii) the sub-licence shall terminate upon the termination of the business relationship between the third party and the Licensee,
(iii) the sub-licence shall impose on the third party all the restrictions and obligations imposed on the Licensee by this Agreement relating to the use and dissemination of the InformationInformation except that the no third party shall be liable to pay any Licence Fees in addition to those payable by the Licensee pursuant to sub-clause (v),
(iiiv) the Licensee shall be personally liable hereunder for any breach by such third party of such restrictions or obligations, so that such breach shall be treated as a breach of this Agreement by the Licensee,, and
(iiiv) without prejudice to (i) the Licensee shall, as part of its obligations under clause 6, be directly responsible for providing payments and (ii), the statements on behalf of any such third party sub-licensee as well as for itself, by way of a single consolidated statement which consolidated statement shall render nevertheless also provide a Subscriber Report breakdown of relevant payments and payment in accordance with clause 5 directly other information ascribable to HKEX-ISeach third party.
4.7.3 5.5.3 HKEX-IS (CHINA) may, in respect of any sub-licence granted pursuant to clause 4.7.25.5.2, at any time by notice in writing given to the Licensee either require the Licensee to terminate such sub-licence or impose further conditions in respect of such sub-licence or require that the sub-licensee enter into a direct licence with HKEX-ISIS (CHINA).
4.8 5.6 The Licensee shall comply with such directions as HKEX-IS (CHINA) may reasonably require from time to time concerning permitted use of the Information, provided that
Appears in 1 contract
Permitted Use of Information. 4.1 The Licensee may access and use the Information and disseminate the Information to Subscribers, according to the Permitted Purpose, provided that it pays to HKEX-IS (CHINA) all applicable Licence Fees. The Licensee may not assign, transfer or sub-licence the right to disseminate the Information to Subscribers, to any other person except as permitted by clause 4.7.Licence
4.2 The Licensee shall use reasonable endeavours to ensure that:-
4.2.1 any equipment or software used to process the Information are arranged;
4.2.2 other suitable procedures are in place so that no unauthorized person or device can obtain access to the Information.
4.3 Where the Licensee is required to have a subsisting contract with Subscribers, t he Licensee shall ensure and procure that all and any dissemination of the Information to any Subscriber shall be on terms that:-
4.3.1 no Subscriber shall, without the prior written approval of HKEX-IS (CHINA) (such approval not to be unreasonably withheld) disseminate the Information or any part thereof to any other person;
4.3.2 no Subscriber shall use or permit the use of the Information or any part thereof for any illegal purpose;
4.3.3 no Subscriber shall use the Information or any part thereof other than in the ordinary cou rse course of its own business (which shall not include the dissemination of Information to third parties); and In the event that HKEX-IS (CHINA) grants approval to a Subscriber to disseminate the Information or any part thereof to any other person, HKEX-IS (CHINA) may impose such conditions on the Licensee as it considers appropriate, including (without limitation), requiring the Licensee to pay HKEX-IS (CHINA) such additional fees as calculated and/or as specified by HKEX-ISIS (CHINA), restricting the mode of dissemination by the Subscriber and requiring the Licensee to ensure that the Subscriber complies with the same restrictions and obligations which are imposed on the Licensee under this Agreement relating to the access, use and dissemination of Information.
4.4 Where the Licensee is not required to have a subsisting contract with Subscribers:
4.4.1 the Licensee shall use best endeavours to design, operate and maintain a system that will prevent any downloading or exporting of the Information to other applications by Subscribers; and
4.4.2 the Licensee shall use reasonable endeavours to display a clear and prominent reference to the prohibition of further dissemination of the Information by Subscribers to any other person.
4.5 The Licensee shall ensure that no Subscriber is using the Information or any part thereof contrary to the provisions of this clause 4 and if the Subscriber is required to have a subsisting contract with the Licensee, the Licensee shall promptly supply to HKEX-IS (CHINA) the name and address of any Subscriber whom the Licensee or HKEX-IS (CHINA) suspects is in breach of such provisions.
4.6 If HKEX-IS (CHINA) suspects that a Subscriber, which is required to have a subsisting contract with the Licensee, is using the Information or any part thereof contrary to the provisions of this clause 4, HKEX- HKEX-IS (CHINA) may serve a written notice on the Licensee specifying the name of such Subscriber and the nature of the suspected misuse and requiring the Licensee to notify that Subscriber in writing that it must immediately cease such misuse and must provide such proof as HKEX-IS (CHINA) may reasonably require that it has ceased (or never committed) such misuse. The Licensee shall immediately comply with such a notice on receipt. If the Subscriber fails to comply with the Licensee's notice within such period as HKEX-IS (CHINA) may specify the Licensee shall immediately at HKEX-IS' IS (CHINA)'s further written direction cease to supply the Information to that Subscriber or reduce the supply to a level specified by HKEX-ISIS (CHINA).
4.7 The Licensee shall not assign or sub-licence the right to disseminate the Information to Subscribers except as follows:
4.7.1 the Licensee may sub-licence the right to disseminate the Information to Subscribers, to a Related Company (the details of which are more particularly set out in Schedule 2, as amended from time to time), provided that:
(i) the Licensee gives HKEX-IS (CHINA) prior notice of the sub-licensing together with evidence, to the satisfaction of HKEX-ISIS (CHINA), that the sub-licensee is a Related Company,
(ii) the sub-licence shall terminate upon its ceasing to be a Related Company,
(iii) the sub-licence shall impose on the Related Company all the restrictions and obligations imposed on the Licensee by this Agreement relating to the use of the Information except that no Related Company shall be liable to pay any Licence Fees in addition to those payable by the Licensee pursuant to sub-clause (v),
(iv) the Licensee shall be personally liable hereunder for any breach by such Related Company of such restrictions or obligations, so that such breach shall be treated as a breach of this Agreement by the Licensee,
(v) the Licensee shall, as part of its obligations under clause 5, be directly responsible for providing payments and statements on behalf of any such Related Companies as well as for itself, by way of a single consolidated statement which consolidated statement shall nevertheless also provide a breakdown of relevant payments and other information ascribable to each Related Company.
4.7.2 the Licensee may sub-licence the right to disseminate the Information to Subscribers, to such other third parties as are approved in advance in writing by HKEX-ISIS (CHINA). HKEX-IS (CHINA) shall have complete discretion as to the terms on which it agrees to such sub-licence. Without prejudice to the foregoing, unless expressly otherwise agreed by HKEX-IS:IS (CHINA):
(i) the sub-licence shall impose on the third party all the restrictions and obligations imposed on the Licensee by this Agreement relating to the use and dissemination of the Information,
(ii) the Licensee shall be personally liable hereunder for any breach by such third th ird party of such restrictions or obligations, so that such breach shall be treated as a breach of this Agreement by the Licensee,
(iii) without prejudice to (i) and (ii), the third party sub-licensee shall render a Subscriber Report and payment in accordance with clause 5 directly to HKEX-ISIS (CHINA).
4.7.3 HKEX-IS (CHINA) may, in respect of any sub-licence granted pursuant to clause 4.7.2, at any time by notice in writing given to the Licensee either require the Licensee to terminate such sub-sub- licence or impose further conditions in respect of such sub-licence or require that the sub-sub- licensee enter into a direct licence with HKEX-ISIS (CHINA).
4.8 The Licensee shall comply with such directions as HKEX-IS (CHINA) may reasonably require from time to time concerning permitted use of the Information, provided that
Appears in 1 contract
Samples: Market Data Vendor Licence Agreement
Permitted Use of Information. 4.1 The 5.1 Provided that the Licensee may access and use the Information and disseminate the Information to Subscribers, according to the Permitted Purpose, provided that it pays to HKEX-IS all applicable Licence Fees. The , the Licensee may not assign, transfer or sub-licence the right to disseminate access and use the Information to Subscribers, to any other person except as permitted by clause 4.7.
4.2 The Licensee shall use reasonable endeavours to ensure that:-
4.2.1 any equipment or software used to process the Information are arranged;
4.2.2 other suitable procedures are in place so that no unauthorized person or device can obtain access according to the Information.Permitted Purpose on the following terms:
4.3 Where the 5.1.1 no Licensee is required to have a subsisting contract with Subscribers, t he Licensee or Individual User shall ensure and procure that all and any dissemination of the Information to any Subscriber shall be on terms that:-
4.3.1 no Subscriber shall, without the prior written approval of HKEX-IS (such approval not to be unreasonably withheld) disseminate the Information or any part thereof to any other person;
4.3.2 5.1.2 no Subscriber Licensee or Individual User shall use or permit the use of the Information or any part thereof for any illegal purpose;
4.3.3 5.1.3 no Subscriber Licensee or Individual User shall use the Information or any part thereof other than in the ordinary cou rse course of its own business (which shall not include the dissemination of Information to third parties); and In the event that HKEX-IS grants approval to a Subscriber to disseminate the Information or any part thereof to any other person, HKEX-IS may impose such conditions on the Licensee as it considers appropriate, including (without limitation), requiring the Licensee to pay HKEX-IS such additional fees as calculated and/or as specified by HKEX-IS, restricting the mode of dissemination by the Subscriber and requiring the Licensee to ensure that the Subscriber complies with the same restrictions and obligations which are imposed on the Licensee under this Agreement relating to the access, use and dissemination of Information.;
4.4 Where the Licensee is not required to have a subsisting contract with Subscribers:
4.4.1 5.1.4 the Licensee shall use best endeavours to design, operate and maintain a system that will prevent any downloading or exporting of the Information to other applications by SubscribersIndividual Users; and
4.4.2 5.1.5 during the currency of the licence, the Licensee is permitted to store Information received from the relevant Datafeed(s). Upon termination of a Datafeed or this Agreement, the Licensee shall destroy all stored Information and any copies of such Information derived from the relevant Datafeed(s).
5.2 The Licensee shall use reasonable endeavours to display a clear and prominent reference ensure that:-
5.2.1 any equipment or software used to process the Information are arranged;
5.2.2 other suitable procedures are in place so that no unauthorized person or device can obtain access to the prohibition of further dissemination of the Information by Subscribers to any other personInformation.
4.5 The 5.3 Subject always to clause 5.4, the Licensee shall ensure that all authorizations for Individual Users are valid and in effect at all relevant times, and no Subscriber Individual User is using the Information or any part thereof contrary to the provisions of this clause 4 and if 5, throughout the Subscriber is required to have a subsisting contract with the Licensee, the Licensee shall promptly supply to HKEX-IS the name and address term of any Subscriber whom the Licensee or HKEX-IS suspects is in breach of such provisionsthis Agreement.
4.6 5.4 If HKEX-IS suspects that a Subscriber, which is required to have a subsisting contract with the Licensee, an Individual User is using the Information or any part thereof contrary to the provisions of this clause 45, HKEX- HKEX-IS may serve a written notice on the Licensee specifying the name of such Subscriber and the nature of the suspected misuse and requiring the Licensee to notify that Subscriber Individual User in writing that it must immediately cease such misuse and must provide such proof as HKEX-IS may reasonably require that it has ceased (or never committed) such misuse. The Licensee shall immediately comply with such a notice on receipt. If the Subscriber Individual User fails to comply with the Licensee's notice within such period as HKEX-IS may specify the Licensee shall immediately at HKEX-IS' further written direction cease to supply the Information to that Subscriber Individual User or reduce the supply to a level specified by HKEX-IS.
4.7 5.5 The Licensee shall not assign assign, transfer or sub-licence the right to disseminate access and use the Information to Subscribers except as follows:
4.7.1 5.5.1 the Licensee may sub-licence the right to disseminate access and use the Information to Subscribers, to a Related Company (the details of which are more particularly set out in Schedule 2, as amended from time to time), provided that:
(i) the Licensee gives HKEX-IS prior notice of the sub-licensing together with evidence, to the satisfaction of HKEX-IS, that the sub-licensee is a Related Company,
(ii) the sub-licence shall terminate upon its ceasing to be a Related Company,
(iii) the sub-licence shall impose on the Related Company all the restrictions and obligations imposed on the Licensee by this Agreement relating to the use of the Information except that no Related Company shall be liable to pay any Licence Fees in addition to those payable by the Licensee pursuant to sub-clause (v),
(iv) the Licensee shall be personally liable hereunder for any breach by such Related Company of such restrictions or obligations, so that such breach shall be treated as a breach of this Agreement by the Licensee,, and
(v) the Licensee shall, as part of its obligations under clause 56, be directly responsible for providing payments and statements on behalf of any such Related Companies as well as for itself, by way of a single consolidated statement which consolidated statement shall nevertheless also provide a breakdown of relevant payments and other information ascribable to each Related Company.
4.7.2 5.5.2 the Licensee may sub-licence the right to disseminate access and use the Information to Subscribers, to such other third parties as are which have an established business relationship with the Licensee, and have been approved in advance in writing by HKEX-ISIS (the details of such approved third parties are more particularly set out in Schedule 2, as amended from time to time). HKEX-IS shall have complete discretion as to the terms on which it agrees to such sub-licence. Without prejudice to the foregoing, unless expressly otherwise agreed by HKEX-IS:
(i) the Licensee shall give HKEX-IS prior notice of the sub-licensing together with evidence, to the satisfaction of HKEX-IS, that the sub-licensee has an established business relationship with the Licensee,
(ii) the sub-licence shall terminate upon the termination of the business relationship between the third party and the Licensee,
(iii) the sub-licence shall impose on the third party all the restrictions and obligations imposed on the Licensee by this Agreement relating to the use and dissemination of the InformationInformation except that the no third party shall be liable to pay any Licence Fees in addition to those payable by the Licensee pursuant to sub-clause (v),
(iiiv) the Licensee shall be personally liable hereunder for any breach by such third party of such restrictions or obligations, so that such breach shall be treated as a breach of this Agreement by the Licensee,, and
(iiiv) without prejudice to (i) the Licensee shall, as part of its obligations under clause 6, be directly responsible for providing payments and (ii), the statements on behalf of any such third party sub-licensee as well as for itself, by way of a single consolidated statement which consolidated statement shall render nevertheless also provide a Subscriber Report breakdown of relevant payments and payment in accordance with clause 5 directly other information ascribable to HKEX-ISeach third party.
4.7.3 5.5.3 HKEX-IS may, in respect of any sub-licence granted pursuant to clause 4.7.25.5.2, at any time by notice in writing given to the Licensee either require the Licensee to terminate such sub-licence or impose further conditions in respect of such sub-licence or require that the sub-licensee enter into a direct licence with HKEX-IS.
4.8 5.6 The Licensee shall comply with such directions as HKEX-IS may reasonably require from time to time concerning permitted use of the Information, provided that
Appears in 1 contract
Permitted Use of Information. 4.1 The Licensee may access and use the Information and disseminate the Information to Subscribers, according to the Permitted Purpose, provided that it pays to HKEX-IS (CHINA) all applicable Licence Fees. The Licensee may not assign, transfer or sub-licence the right to disseminate the Information to Subscribers, to any other person except as permitted by clause 4.7.Licence
4.2 The Licensee shall use reasonable endeavours to ensure that:-
4.2.1 any equipment or software used to process the Information are arranged;
4.2.2 other suitable procedures are in place so that no unauthorized person or device can obtain access to the Information.
4.3 Where the Licensee is required to have a subsisting contract with Subscribers, t he Licensee shall ensure and procure that all and any dissemination of the Information to any Subscriber shall be on terms that:-
4.3.1 no Subscriber shall, without the prior written approval of HKEX-IS (CHINA) (such approval not to be unreasonably withheld) disseminate the Information or any part thereof to any other person;
4.3.2 no Subscriber shall use or permit the use of the Information or any part thereof for any illegal purpose;
4.3.3 no Subscriber shall use the Information or any part thereof other than in the ordinary cou rse of its own business (which shall not include the dissemination of Information to third parties); and In the event that HKEX-IS (CHINA) grants approval to a Subscriber to disseminate the Information or any part thereof to any other person, HKEX-IS (CHINA) may impose such conditions on the Licensee as it considers appropriate, including (without limitation), requiring the Licensee to pay HKEX-IS (CHINA) such additional fees as calculated and/or as specified by HKEX-ISIS (CHINA), restricting the mode of dissemination by the Subscriber and requiring the Licensee to ensure that the Subscriber complies with the same restrictions and obligations which are imposed on the Licensee under this Agreement relating to the access, use and dissemination of Information.
4.4 Where the Licensee is not required to have a subsisting contract with Subscribers:
4.4.1 the Licensee shall use best endeavours to design, operate and maintain a system that will prevent any downloading or exporting of the Information to other applications by Subscribers; and
4.4.2 the Licensee shall use reasonable endeavours to display a clear and prominent reference to the prohibition of further dissemination of the Information by Subscribers to any other person.
4.5 The Licensee shall ensure that no Subscriber is using the Information or any part thereof contrary to the provisions of this clause 4 and if the Subscriber is required to have a subsisting contract with the Licensee, the Licensee shall promptly supply to HKEX-IS (CHINA) the name and address of any Subscriber whom the Licensee or HKEX-IS (CHINA) suspects is in breach of such provisions.
4.6 If HKEX-IS (CHINA) suspects that a Subscriber, which is required to have a subsisting contract with the Licensee, is using the Information or any part thereof contrary to the provisions of this clause 4, HKEX- HKEX-IS (CHINA) may serve a written notice on the Licensee specifying the name of such Subscriber and the nature of the suspected misuse and requiring the Licensee to notify that Subscriber in writing that it must immediately cease such misuse and must provide such proof as HKEX-IS (CHINA) may reasonably require that it has ceased (or never committed) such misuse. The Licensee shall immediately comply with such a notice on receipt. If the Subscriber fails to comply with the Licensee's notice within such period as HKEX-IS (CHINA) may specify the Licensee shall immediately at HKEX-IS' IS (CHINA)'s further written direction cease to supply the Information to that Subscriber or reduce the supply to a level specified by HKEX-ISIS (CHINA).
4.7 The Licensee shall not assign or sub-licence the right to disseminate the Information to Subscribers except as follows:
4.7.1 the Licensee may sub-licence the right to disseminate the Information to Subscribers, to a Related Company (the details of which are more particularly set out in Schedule 2, as amended from time to time), provided that:
(i) the Licensee gives HKEX-IS (CHINA) prior notice of the sub-licensing together with evidence, to the satisfaction of HKEX-ISIS (CHINA), that the sub-licensee is a Related Company,
(ii) the sub-licence shall terminate upon its ceasing to be a Related Company,
(iii) the sub-licence shall impose on the Related Company all the restrictions and obligations imposed on the Licensee by this Agreement relating to the use of the Information except that no Related Company shall be liable to pay any Licence Fees in addition to those payable by the Licensee pursuant to sub-clause (v),
(iv) the Licensee shall be personally liable hereunder for any breach by such Related Company of such restrictions or obligations, so that such breach shall be treated as a breach of this Agreement by the Licensee,
(v) the Licensee shall, as part of its obligations under clause 5, be directly responsible for providing payments and statements on behalf of any such Related Companies as well as for itself, by way of a single consolidated statement which consolidated statement shall nevertheless also provide a breakdown of relevant payments and other information ascribable to each Related Company.
4.7.2 the Licensee may sub-licence the right to disseminate the Information to Subscribers, to such other third parties as are approved in advance in writing by HKEX-ISIS (CHINA). HKEX-IS (CHINA) shall have complete discretion as to the terms on which it agrees to such sub-licence. Without prejudice to the foregoing, unless expressly otherwise agreed by HKEX-IS:IS (CHINA):
(i) the sub-licence shall impose on the third party all the restrictions and obligations imposed on the Licensee by this Agreement relating to the use and dissemination of the Information,
(ii) the Licensee shall be personally liable hereunder for any breach by such third party of such restrictions or obligations, so that such breach shall be treated as a breach of this Agreement by the Licensee,
(iii) without prejudice to (i) and (ii), the third party sub-licensee shall render a Subscriber Report and payment in accordance with clause 5 directly to HKEX-ISIS (CHINA).
4.7.3 HKEX-IS (CHINA) may, in respect of any sub-licence granted pursuant to clause 4.7.2, at any time by notice in writing given to the Licensee either require the Licensee to terminate such sub-sub - licence or impose further conditions in respect of such sub-licence or require that the sub-sub- licensee enter into a direct licence with HKEX-ISIS (CHINA).
4.8 The Licensee shall comply with such directions as HKEX-IS (CHINA) may reasonably require from time to time concerning permitted use of the Information, provided that
Appears in 1 contract
Samples: Market Data Vendor Licence Agreement
Permitted Use of Information. 4.1 The Licensee may access agrees that it will, and will ensure that its Service Provider will, use the Information and disseminate the Information to Subscribers, according to solely for the Permitted Purpose. For the avoidance of doubt, provided it is agreed that it pays to HKEX-IS all applicable Licence Fees. The Licensee may not assign, transfer or sub-licence the right to disseminate the Information shall not be used or permitted to Subscribersbe used by the Licensee or its Service Provider for the purpose of trading or conducting any trading activities or to establish, to maintain, provide, procure or assist in establishing, maintaining or providing an Off-Market or in any other person except as permitted by clause 4.7way operate a stock exchange.
4.2 The Licensee shall, and shall use reasonable endeavours to ensure that:-
4.2.1 any equipment or software used to process that its Service Provider shall, at all times hold the Information are arranged;
4.2.2 other suitable procedures are in place so that no unauthorized person or device can obtain access to the Information.
4.3 Where the Licensee is required to have a subsisting contract with Subscribersstrictest confidence and except as expressly permitted under Clause 4.3, t he Licensee shall ensure and procure that all and any dissemination of not disseminate the Information or allow the same to be disseminated to any Subscriber shall be on terms that:-
4.3.1 no Subscriber shall, third party under any circumstances without the prior written approval consent of HKEXHKEx-IS (such approval IS. For the avoidance of doubt, third party includes but is not to be unreasonably withheld) disseminate the Information or any part thereof limited to any other person;
4.3.2 no Subscriber shall use or permit company within the use group of companies of the Information or Licensee and any part thereof for any illegal purpose;client of the Licensee.
4.3.3 no Subscriber shall use the Information or any part thereof other than in the ordinary cou rse of its own business (which shall not include the dissemination of Information to third parties); and 4.3 In the event that HKEX-IS grants approval the Licensee has appointed the Service Provider to a Subscriber to provide Bureau Services, the Licensee may disseminate the Information or any part thereof to any other person, HKEX-IS may impose such conditions on the Licensee as it considers appropriate, including (without limitation), requiring the Licensee to pay HKEX-IS such additional fees as calculated and/or as specified by HKEX-IS, restricting the mode of dissemination by the Subscriber and requiring the Licensee to ensure that the Subscriber complies with the same restrictions and obligations which are imposed on the Licensee under this Agreement relating to the access, use and dissemination of Information.
4.4 Where Service Provider solely for the Licensee is not required to have a subsisting contract with Subscribers:
4.4.1 the Licensee shall use best endeavours to design, operate and maintain a system that will prevent any downloading or exporting of the Information to other applications by Subscribers; and
4.4.2 the Licensee shall use reasonable endeavours to display a clear and prominent reference to the prohibition of further dissemination of the Information by Subscribers to any other person.
4.5 The Licensee shall ensure that no Subscriber is using the Information or any part thereof contrary to the provisions of this clause 4 and if the Subscriber is required to have a subsisting contract with the Licensee, the Licensee shall promptly supply to HKEX-IS the name and address of any Subscriber whom the Licensee or HKEX-IS suspects is in breach of such provisions.
4.6 If HKEX-IS suspects that a Subscriber, which is required to have a subsisting contract with the Licensee, is using the Information or any part thereof contrary to the provisions of this clause 4, HKEX- IS may serve a written notice on the Licensee specifying the name of such Subscriber and the nature of the suspected misuse and requiring the Licensee to notify that Subscriber in writing that it must immediately cease such misuse and must provide such proof as HKEX-IS may reasonably require that it has ceased (or never committed) such misusePermitted Purpose. The Licensee shall immediately comply with such a notice on receipt. If the Subscriber fails to comply with the Licensee's notice within such period as HKEXmay also request, and thereby authorizes, HKEx-IS may specify the Licensee shall immediately at HKEX-IS' further written direction cease to supply the Information to that Subscriber or reduce the supply to a level specified by HKEX-IS.
4.7 Service Provider directly. The Licensee shall not assign agrees to be fully responsible for any authorized use or sub-licence dissemination of Information by the right to disseminate the Information to Subscribers except Service Provider as follows:
4.7.1 the Licensee may sub-licence the right to disseminate the Information to Subscribers, to a Related Company (the details of which are more particularly set out in Schedule 2, as amended from time to time), provided that:
(i) the Licensee gives HKEX-IS prior notice if all acts and omissions of the sub-licensing together with evidence, to the satisfaction of HKEX-IS, that the sub-licensee is a Related Company,
(ii) the sub-licence shall terminate upon its ceasing to be a Related Company,
(iii) the sub-licence shall impose on the Related Company all the restrictions and obligations imposed on the Licensee by this Agreement Service Provider relating to the use of the Information except that no Related Company shall be liable to pay any Licence Fees in addition to those payable by were acts and omissions of the Licensee pursuant to sub-clause (v),
(iv) and the Licensee shall be personally liable hereunder fully responsible for any breach by claims, damages and other liabilities arising out of the supply of Information to the Service Provider. - In the event that other participants of the Exchange subscribing to the Order and Trade Files Service have also appointed the Service Provider to provide Bureau Services to them, the liability of the Licensee and such Related Company other participants for the acts and omissions of such restrictions or obligations, so that such breach the Service Provider shall be treated as a breach of this Agreement by the Licensee,
(v) the Licensee shall, as part of its obligations under clause 5, be directly responsible for providing payments joint and statements on behalf of any such Related Companies as well as for itself, by way of a single consolidated statement which consolidated statement shall nevertheless also provide a breakdown of relevant payments and other information ascribable to each Related Companyseveral.
4.7.2 the Licensee may sub-licence the right to disseminate the Information to Subscribers, to such other third parties as are approved in advance in writing by HKEX-IS. HKEX4.4 HKEx-IS shall have complete discretion as the right not more than once in each calendar quarter during the currency of this Agreement and also once in the calendar quarter following termination of this Agreement to inspect either by itself or its authorized agents all documents, equipment and other materials of, or in the terms on which it agrees to such sub-licence. Without prejudice to the foregoingpossession of, unless expressly otherwise agreed by HKEX-IS:
(i) the sub-licence shall impose on the third party all the restrictions and obligations imposed on the Licensee or its Service Provider which are considered by this Agreement relating HKEx-IS to the be relevant for determining whether there is unauthorized use and or dissemination of the Information,
. The Licensee shall, upon receiving HKEx-IS' written request, permit and/or (iiif so requested) procure that HKEx-IS may inspect promptly thereafter the premises and records of the Licensee shall be personally liable hereunder and its Service Provider, for any breach by such third party the purpose of such restrictions or obligations, so that such breach shall be treated as a breach of this Agreement by the Licensee,
(iii) without prejudice to (i) and (ii), the third party sub-licensee shall render a Subscriber Report and payment in accordance with clause 5 directly to HKEX-IS.
4.7.3 HKEXsatisfying HKEx-IS may, in respect of any sub-licence granted pursuant to clause 4.7.2, at any time by notice in writing given to the Licensee either require the Licensee to terminate such sub-licence or impose further conditions in respect of such sub-licence or require that the sub-licensee enter into a direct licence with HKEX-IS.
4.8 The Licensee shall comply with such directions as HKEXwhatever proofs HKEx-IS may reasonably require from that the Licensee and its Service Provider are using the Information for the Permitted Purpose only and are not using Information contrary to the provisions of this Agreement. HKEx-IS shall bear its costs (including internal management time to time concerning permitted and expenses) of each inspection, unless the inspection establishes that there has been unauthorized use or dissemination of the Information by the Licensee or its Service Provider, in which case the Licensee shall bear such cost.
4.5 The Licensee may not assign or sub-license any of its right to use the Information, provided that.
Appears in 1 contract
Samples: Service Agreement
Permitted Use of Information. 4.1 The Licensee may access and use the Information and disseminate the Information to Subscribers, according to the Permitted Purpose, provided that it pays to HKEX-IS all applicable Licence Fees. The Licensee may not assign, transfer or sub-licence the right to disseminate the Information to Subscribers, to any other person except as permitted by clause 4.7.
4.2 The Licensee shall use reasonable endeavours to ensure that:-
4.2.1 any equipment or software used to process the Information are arranged;
4.2.2 other suitable procedures are in place so that no unauthorized person or device can obtain access to the Information.
4.3 Where the Licensee is required to have a subsisting contract with Subscribers, t he the Licensee shall ensure and procure that all and any dissemination of the Information to any Subscriber shall be on terms that:-
4.3.1 no Subscriber shall, without the prior written approval of HKEX-IS (such approval not to be unreasonably withheld) disseminate the Information or any part thereof to any other person;
4.3.2 no Subscriber shall use or permit the use of the Information or any part thereof for any illegal purpose;
4.3.3 no Subscriber shall use the Information or any part thereof other than in the ordinary cou rse course of its own business (which shall not include the dissemination of Information to third parties); and In the event that HKEX-IS grants approval to a Subscriber to disseminate the Information or any part thereof to any other person, HKEX-IS may impose such conditions on the Licensee as it considers appropriate, including (without limitation), requiring the Licensee to pay HKEX-IS such additional fees as calculated and/or as specified by HKEX-IS, restricting the mode of dissemination by the Subscriber and requiring the Licensee to ensure that the Subscriber complies with the same restrictions and obligations which are imposed on the Licensee under this Agreement relating to the access, use and dissemination of Information.
4.4 Where the Licensee is not required to have a subsisting contract with Subscribers:
4.4.1 the Licensee shall use best endeavours to design, operate and maintain a system that will prevent any downloading or exporting of the Information to other applications by Subscribers; and
4.4.2 the Licensee shall use reasonable endeavours to display a clear and prominent reference to the prohibition of further dissemination of the Information by Subscribers to any other person.
4.5 The Licensee shall ensure that no Subscriber is using the Information or any part thereof contrary to the provisions of this clause 4 and if the Subscriber is required to have a subsisting contract with the Licensee, the Licensee shall promptly supply to HKEX-IS the name and address of any Subscriber whom the Licensee or HKEX-IS suspects is in breach of such provisions.
4.6 If HKEX-IS suspects that a Subscriber, which is required to have a subsisting contract with the Licensee, is using the Information or any part thereof contrary to the provisions of this clause 4, HKEX- IS may serve a written notice on the Licensee specifying the name of such Subscriber and the nature of the suspected misuse and requiring the Licensee to notify that Subscriber in writing that it must m ust immediately cease such misuse and must provide such proof as HKEX-IS may reasonably require that it has ceased (or never committed) such misuse. The Licensee shall immediately comply with such a notice on receipt. If the Subscriber fails to comply with the Licensee's notice within such period as HKEX-IS may specify the Licensee shall immediately at HKEX-IS' further written direction cease to supply the Information to that Subscriber or reduce the supply to a level specified by HKEX-IS.
4.7 The Licensee shall not assign or sub-licence the right to disseminate the Information to Subscribers except as follows:
4.7.1 the Licensee may sub-licence the right to disseminate the Information to Subscribers, to a Related Company (the details of which are more particularly set out in Schedule 2, as amended from time to time), provided that:
(i) the Licensee gives HKEX-IS prior notice of the sub-licensing together with evidence, to the satisfaction of HKEX-IS, that the sub-licensee is a Related Company,
(ii) the sub-licence shall terminate upon its ceasing to be a Related Company,
(iii) the sub-licence shall impose on the Related Company all the restrictions and obligations imposed on the Licensee by this Agreement relating to the use of the Information except that no Related Company shall be liable to pay any Licence Fees in addition to those payable by the Licensee pursuant to sub-clause (v),
(iv) the Licensee shall be personally liable hereunder for any breach by such Related Company of such restrictions or obligations, so that such breach shall be treated as a breach of this Agreement by the Licensee,
(v) the Licensee shall, as part of its obligations under clause 5, be directly responsible for providing payments and statements on behalf of any such Related Companies as well as for itself, by way of a single consolidated statement which consolidated statement shall nevertheless also provide a breakdown of relevant payments and other information ascribable to each Related Company.
4.7.2 the Licensee may sub-licence the right to disseminate the Information to Subscribers, to such other third parties as are approved in advance in writing by HKEX-IS. HKEX-IS shall have complete discretion as to the terms on which it agrees to such sub-licence. Without prejudice to the foregoing, unless expressly otherwise agreed by HKEX-IS:
(i) the sub-licence shall impose on the third party all the restrictions and obligations imposed on the Licensee by this Agreement relating to the use and dissemination of the Information,
(ii) the Licensee shall be personally liable hereunder for any breach by such third party of such restrictions or obligations, so that such breach shall be treated as a breach of this Agreement by the Licensee,
(iii) without prejudice to (i) and (ii), the third party sub-licensee shall render a Subscriber Report and payment in accordance with clause 5 directly to HKEX-IS.
4.7.3 HKEX-IS may, in respect of any sub-licence granted pursuant to clause 4.7.2, at any time by notice in writing given to the Licensee either require the Licensee to terminate such sub-licence or impose further conditions in respect of such sub-licence or require that the sub-licensee enter into a direct licence with HKEX-IS.
4.8 The Licensee shall comply with such directions as HKEX-IS may reasonably require from time to time concerning permitted use of the Information, provided that
Appears in 1 contract
Samples: Market Data Vendor Licence Agreement
Permitted Use of Information. 4.1 The Licensee may access and use the Information and disseminate the Information for dissemination to Subscribers, according to the Permitted Purpose, Subscribers provided that it pays to HKEX-IS SEIS all applicable Licence Fees. The Licensee It may not assign, transfer or sub-licence the right to disseminate the Information to Subscribers, to any other person except as permitted by clause 4.74.6 below.
4.2 The Licensee shall use reasonable endeavours to ensure that:-that:
4.2.1 any equipment or software used to process the Information are arranged;
4.2.2 other suitable procedures are in place so that no unauthorized person or device can obtain access to the Information. so that no unauthorized person or device can obtain access to the information.
4.3 Where the Licensee is required to have a subsisting contract with Subscribers, t he The Licensee shall ensure and procure that all and any dissemination of the Information to any Subscriber shall be on terms that:-that:
4.3.1 no Subscriber shall, without the prior written approval of HKEX-IS SEIS (such approval not to be unreasonably withheld) disseminate the Information or any part thereof to any other person;
4.3.2 no Subscriber shall use or permit the use of the Information or any part thereof for any illegal purpose;
4.3.3 no Subscriber shall use the Information or any part thereof other than in the ordinary cou rse course of its own business (which shall not include the dissemination of Information to third parties); and In the event that HKEX-IS grants approval to a and
4.3.4 no Subscriber to disseminate shall use the Information or any part thereof to any other personestablish, HKEX-IS may impose such conditions on the Licensee as it considers appropriatemaintain or provide or to assist in establishing, including (without limitation), requiring the Licensee to pay HKEX-IS such additional fees as calculated and/or as specified by HKEX-IS, restricting the mode of dissemination by the Subscriber and requiring the Licensee to ensure that the Subscriber complies with the same restrictions and obligations which are imposed on the Licensee under this Agreement relating to the access, use and dissemination of Informationmaintaining or providing an Off Market.
4.4 Where the Licensee is not required to have a subsisting contract with Subscribers:
4.4.1 the The Licensee shall use us6 best endeavours to design, operate and maintain a system that will prevent any downloading or exporting of the Information to other applications by Subscribers; and
4.4.2 the Licensee shall use reasonable endeavours to display a clear and prominent reference to the prohibition of further dissemination of the Information by Subscribers to any other person.
4.5 The Licensee shall ensure assist SEIS in ensuring that no Subscriber is using the Information or any part thereof contrary to the provisions of this clause 4 and if the Subscriber is required to have a subsisting contract with the Licensee, the Licensee shall promptly supply to HKEX-IS SEIS the name names and address addresses of any Subscriber whom the Licensee or HKEX-IS SEIS suspects is in breach of such provisions.
4.6 4.5 If HKEX-IS SEIS suspects that a Subscriber, which is required to have a subsisting contract with the Licensee, Subscriber is using the Information or any part thereof contrary to the provisions of this clause 4, HKEX- IS SEIS may serve a written notice on the Licensee specifying the name of such Subscriber and the nature of the suspected misuse and requiring the Licensee to notify that Subscriber in writing that it must immediately forthwith cease such misuse and must provide such proof as HKEX-IS SEIS may reasonably require that it has ceased (or never committed) such misuse. The Licensee shall immediately comply with such a notice on receipt. If the Subscriber fails to comply with the Licensee's notice within such period as HKEX-IS SEIS may specify the Licensee shall immediately forthwith at HKEX-ISSEIS' further written direction cease to supply the Information to that Subscriber or reduce the supply to a level specified by HKEX-ISSEIS.
4.7 4.6 The Licensee shall may not assign or sub-licence license the right to disseminate the Information to Subscribers except as follows:
4.7.1 4.6.1 the Licensee may sub-licence the right to disseminate the Information to Subscribers, to a Related Company (the details of which are more particularly set out in Schedule 2, as amended from time to time)Company, provided that:
(i) the Licensee gives HKEX-IS SEIS prior notice of the sub-licensing together with evidence, to the satisfaction of HKEX-ISSEIS, that the sub-sub licensee is a Related Company,
(ii) the sub-licence shall terminate upon its ceasing to be a Related Company,
(iii) the sub-licence shall impose on the Related Company all the restrictions and obligations imposed on the Licensee by this Agreement relating to the use of the Information except that no Related Company shall be liable to pay any Licence Fees in addition to those payable by the Licensee pursuant to sub-sub clause (v)) below,
(iv) the Licensee shall be personally liable hereunder for any breach by such Related Company of such restrictions or obligations, so that such breach shall be treated as a breach of this Agreement by the LicenseeAgreement,
(v) the Licensee shall, as part of its obligations under clause 5, be directly responsible for providing payments and statements on behalf of any such Related Companies as well as for itself, by way of a single consolidated statement which consolidated statement shall nevertheless also provide a breakdown of relevant payments and other information ascribable to each Related Company.
4.7.2 4.6.2 the Licensee may sub-licence the right to disseminate the Information to Subscribers, to such other third parties as are approved in advance in writing by HKEX-ISSEIS. HKEX-IS SEIS shall have complete discretion as to the terms on which it agrees to such sub-licence. Without prejudice to the foregoing, unless expressly otherwise agreed by HKEX-ISSEIS:
(i) the sub-licence shall impose on the third party all the restrictions and obligations imposed on the Licensee by this Agreement relating to the use and dissemination of the Information,
(ii) the Licensee shall be personally liable hereunder for any breach by such third party of such restrictions or obligations, so that such breach shall be treated as a breach of this Agreement by the LicenseeAgreement,
(iii) without prejudice to (i) and (ii), the third party sub-licensee shall render a Subscriber Report Statement and payment in accordance with clause 5 directly direct to HKEX-ISSEIS.
4.7.3 HKEX-IS 4.6.3 SEIS may, in respect of any sub-licence granted pursuant to sub clause 4.7.24.6.2 of this clause, at any time by notice in writing given to the Licensee either require the Licensee to terminate such sub-licence or impose further conditions in respect of such sub-licence or require that the sub-sub licensee enter into a direct licence with HKEX-ISSEIS.
4.7 The Licensee shall not knowingly use the Information or any part thereof to establish, maintain or provide, or assist in establishing, maintaining or providing an Off Market nor shall the Licensee provide a Securities dealing service in Hong Kong without obtaining the prior written consent of SEIS (such consent not to be unreasonably withheld).
4.8 The Licensee shall comply with such directions as HKEX-IS SEIS may reasonably require from time to time concerning permitted use of the Informationinformation, provided that
4.8.1 such directions are incorporated in the Memorandum of Permitted Purpose or are otherwise given in writing by not less than 3 months notice; and
4.8.2 at any time during the 30 days following service of such notice Licensee shall be entitled to terminate this Agreement with effect from the date when the direction is to be implemented, by giving written notice to SEIS.
Appears in 1 contract
Samples: Market Datafeed Service Agreement (Financial Telecom Limited Usa Inc)
Permitted Use of Information. 4.1 The 5.1 Provided that the Licensee pays to HKEX-IS (CHINA) all applicable Licence Fees, the Licensee may access and use the Information and disseminate the Information to Subscribers, according to the Permitted Purpose, provided that it pays to HKEX-IS all applicable Licence Fees. The Purpose on the following terms:
5.1.1 no Licensee may not assign, transfer or sub-licence the right to disseminate the Information to Subscribers, to any other person except as permitted by clause 4.7.
4.2 The Licensee Individual User shall use reasonable endeavours to ensure that:-
4.2.1 any equipment or software used to process the Information are arranged;
4.2.2 other suitable procedures are in place so that no unauthorized person or device can obtain access to the Information.
4.3 Where the Licensee is required to have a subsisting contract with Subscribers, t he Licensee shall ensure and procure that all and any dissemination of the Information to any Subscriber shall be on terms that:-
4.3.1 no Subscriber shall, without the prior written approval of HKEX-IS (such approval not to be unreasonably withheld) disseminate the Information or any part thereof to any other person;
4.3.2 5.1.2 no Subscriber Licensee or Individual User shall use or permit the use of the Information or any part thereof for any illegal purpose;
4.3.3 5.1.3 no Subscriber Licensee or Individual User shall use the Information or any part thereof other than in the ordinary cou rse course of its own business (which shall not include the dissemination of Information to third parties); and In the event that HKEX-IS grants approval to a Subscriber to disseminate the Information or any part thereof to any other person, HKEX-IS may impose such conditions on the Licensee as it considers appropriate, including (without limitation), requiring the Licensee to pay HKEX-IS such additional fees as calculated and/or as specified by HKEX-IS, restricting the mode of dissemination by the Subscriber and requiring the Licensee to ensure that the Subscriber complies with the same restrictions and obligations which are imposed on the Licensee under this Agreement relating to the access, use and dissemination of Information.;
4.4 Where the Licensee is not required to have a subsisting contract with Subscribers:
4.4.1 5.1.4 the Licensee shall use best endeavours to design, operate and maintain a system that will prevent any downloading or exporting of the Information to other applications by SubscribersIndividual Users; and
4.4.2 5.1.5 during the currency of the licence, the Licensee is permitted to store Information received from the relevant Datafeed(s). Upon termination of a Datafeed or this Agreement, the Licensee shall destroy all stored Information and any copies of such Information derived from the relevant Datafeed(s).
5.2 The Licensee shall use reasonable endeavours to display a clear and prominent reference ensure that:-
5.2.1 any equipment or software used to process the Information are arranged;
5.2.2 other suitable procedures are in place so that no unauthorized person or device can obtain access to the prohibition of further dissemination of the Information by Subscribers to any other personInformation.
4.5 The 5.3 Subject always to clause 5.4, the Licensee shall ensure that all authorizations for Individual Users are valid and in effect at all relevant times, and no Subscriber Individual User is using the Information or any part thereof contrary to the provisions of this clause 4 and if 5, throughout the Subscriber is required to have a subsisting contract with the Licensee, the Licensee shall promptly supply to HKEX-IS the name and address term of any Subscriber whom the Licensee or HKEX-IS suspects is in breach of such provisionsthis Agreement.
4.6 5.4 If HKEX-IS (CHINA) suspects that a Subscriber, which is required to have a subsisting contract with the Licensee, an Individual User is using the Information or any part thereof contrary to the provisions of this clause 45, HKEX- HKEX-IS (CHINA) may serve a written notice on the Licensee specifying the name of such Subscriber and the nature of the suspected misuse and requiring the Licensee to notify that Subscriber Individual User in writing that it must immediately cease such misuse and must provide such proof as HKEX-IS (CHINA) may reasonably require that it has ceased (or never committed) such misuse. The Licensee shall immediately comply with such a notice on receipt. If the Subscriber Individual User fails to comply with the Licensee's notice within such period as HKEX-IS (CHINA) may specify the Licensee shall immediately at HKEX-IS' IS (CHINA)'s further written direction cease to supply the Information to that Subscriber Individual User or reduce the supply to a level specified by HKEX-ISIS (CHINA).
4.7 5.5 The Licensee shall not assign assign, transfer or sub-licence the right to disseminate access and use the Information to Subscribers except as follows:
4.7.1 5.5.1 the Licensee may sub-licence the right to disseminate access and use the Information to Subscribers, to a Related Company (the details of which are more particularly set out in Schedule 2, as amended from time to time), provided that:
(i) the Licensee gives HKEX-IS (CHINA) prior notice of the sub-licensing together with evidence, to the satisfaction of HKEX-ISIS (CHINA), that the sub-licensee is a Related Company,
(ii) the sub-licence shall terminate upon its ceasing to be a Related Company,
(iii) the sub-licence shall impose on the Related Company all the restrictions and obligations imposed on the Licensee by this Agreement relating to the use of the Information except that no Related Company shall be liable to pay any Licence Fees in addition to those payable by the Licensee pursuant to sub-clause (v),
(iv) the Licensee shall be personally liable hereunder for any breach by such Related Company of such restrictions or obligations, so that such breach shall be treated as a breach of this Agreement by the Licensee,, and
(v) the Licensee shall, as part of its obligations under clause 56, be directly responsible for providing payments and statements on behalf of any such Related Companies as well as for itself, by way of a single consolidated statement which consolidated statement shall nevertheless also provide a breakdown of relevant payments and other information ascribable to each Related Company.
4.7.2 5.5.2 the Licensee may sub-licence the right to disseminate access and use the Information to Subscribers, to such other third parties as are which have an established business relationship with the Licensee, and have been approved in advance in writing by HKEX-ISIS (CHINA) (the details of such approved third parties are more particularly set out in Schedule 2, as amended from time to time). HKEX-IS (CHINA) shall have complete discretion as to the terms on which it agrees to such sub-licence. Without prejudice to the foregoing, unless expressly otherwise agreed by HKEX-IS:IS (CHINA):
(i) the Licensee shall give HKEX-IS (CHINA) prior notice of the sub-licensing together with evidence, to the satisfaction of HKEX-IS (CHINA), that the sub-licensee has an established business relationship with the Licensee,
(ii) the sub-licence shall terminate upon the termination of the business relationship between the third party and the Licensee,
(iii) the sub-licence shall impose on the third party all the restrictions and obligations imposed on the Licensee by this Agreement relating to the use and dissemination of the InformationInformation except that the no third party shall be liable to pay any Licence Fees in addition to those payable by the Licensee pursuant to sub-clause (v),
(iiiv) the Licensee shall be personally liable hereunder for any breach by such third party of such restrictions or obligations, so that such breach shall be treated as a breach of this Agreement by the Licensee,, and
(iiiv) without prejudice to (i) the Licensee shall, as part of its obligations under clause 6, be directly responsible for providing payments and (ii), the statements on behalf of any such third party sub-licensee as well as for itself, by way of a single consolidated statement which consolidated statement shall render nevertheless also provide a Subscriber Report breakdown of relevant payments and payment in accordance with clause 5 directly other information ascribable to HKEX-ISeach third party.
4.7.3 5.5.3 HKEX-IS (CHINA) may, in respect of any sub-licence granted pursuant to clause 4.7.25.5.2, at any time by notice in writing given to the Licensee either require the Licensee to terminate such sub-licence or impose further conditions in respect of such sub-licence or require that the sub-licensee enter into a direct licence with HKEX-ISIS (CHINA).
4.8 5.6 The Licensee shall comply with such directions as HKEX-IS (CHINA) may reasonably require from time to time concerning permitted use of the Information, provided that
Appears in 1 contract
Permitted Use of Information. 4.1 The Licensee may access and use the Information and disseminate the Information to Subscribers, according to the Permitted Purpose, provided that it pays to HKEXHKEx-IS all applicable Licence Fees. The Licensee may not assign, transfer or sub-licence the right to disseminate the Information to Subscribers, to any other person except as permitted by clause 4.7.
4.2 The Licensee shall use reasonable endeavours to ensure that:-
4.2.1 any equipment or software used to process the Information are arranged;
4.2.2 other suitable procedures are in place so that no unauthorized person or device can obtain access to the Information.
4.3 Where the Licensee is required to have a subsisting contract with Subscribers, t he the Licensee shall ensure and procure that all and any dissemination of the Information to any Subscriber shall be on terms that:-
4.3.1 no Subscriber shall, without the prior written approval of HKEXHKEx-IS (such approval not to be unreasonably withheld) disseminate the Information or any part thereof to any other person;
4.3.2 no Subscriber shall use or permit the use of the Information or any part thereof for any illegal purpose;
4.3.3 no Subscriber shall use the Information or any part thereof other than in the ordinary cou rse course of its own business (which shall not include the dissemination of Information to third parties); and and
4.3.4 no Subscriber shall use the Information or any part thereof to establish (directly or indirectly), maintain or provide or to assist in establishing, maintaining or providing an Off Market. In the event that HKEXHKEx-IS grants approval to a Subscriber to disseminate the Information or any part thereof to any other person, HKEXHKEx-IS may impose such conditions on the Licensee as it considers appropriate, including (without limitation), requiring the Licensee to pay HKEXHKEx-IS such additional fees as calculated and/or as specified by HKEXHKEx-IS, restricting the mode of dissemination by the Subscriber and requiring the Licensee to ensure that the Subscriber complies with the same restrictions and obligations which are imposed on the Licensee under this Agreement relating to the access, use and dissemination of Information.
4.4 Where the Licensee is not required to have a subsisting contract with Subscribers:
4.4.1 the Licensee shall use best endeavours to design, operate and maintain a system that will prevent any downloading or exporting of the Information to other applications by SubscribersSubscribers and, in particular, will prevent Subscribers from downloading and exporting the Information for the purposes of establishing, maintaining or providing an Off Market; and
4.4.2 the Licensee shall use reasonable endeavours to display a clear and prominent reference to the prohibition of further dissemination of the Information by Subscribers to any other person.
4.5 The Licensee shall ensure that no Subscriber is using the Information or any part thereof contrary to the provisions of this clause 4 and if the Subscriber is required to have a subsisting contract with the Licensee, the Licensee shall promptly supply to HKEXHKEx-IS the name and address of any Subscriber whom the Licensee or HKEXHKEx-IS suspects is in breach of such provisions.
4.6 If HKEXHKEx-IS suspects that a Subscriber, which is required to have a subsisting contract with the Licensee, is using the Information or any part thereof contrary to the provisions of this clause 4, HKEX- HKEx-IS may serve a written notice on the Licensee specifying the name of such Subscriber and the nature of the suspected misuse and requiring the Licensee to notify that Subscriber in writing that it must immediately cease such misuse and must provide such proof as HKEXHKEx-IS may reasonably require that it has ceased (or never committed) such misuse. The Licensee shall immediately comply with such a notice on receipt. If the Subscriber fails to comply with the Licensee's ’s notice within such period as HKEXHKEx-IS may specify the Licensee shall immediately at HKEXHKEx-IS' ’ further written direction cease to supply the Information to that Subscriber or reduce the supply to a level specified by HKEXHKEx-IS.
4.7 The Licensee shall not assign or sub-licence the right to disseminate the Information to Subscribers except as follows:
4.7.1 the Licensee may sub-licence the right to disseminate the Information to Subscribers, to a Related Company (the details of which are more particularly set out in Schedule 2, as amended from time to time), provided that:
(i) the Licensee gives HKEXHKEx-IS prior notice of the sub-licensing together with evidence, to the satisfaction of HKEXHKEx-IS, that the sub-licensee is a Related Company,
(ii) the sub-licence shall terminate upon its ceasing to be a Related Company,
(iii) the sub-licence shall impose on the Related Company all the restrictions and obligations imposed on the Licensee by this Agreement relating to the use of the Information except that no Related Company shall be liable to pay any Licence Fees in addition to those payable by the Licensee pursuant to sub-clause (v),
(iv) the Licensee shall be personally liable hereunder for any breach by such Related Company of such restrictions or obligations, so that such breach shall be treated as a breach of this Agreement by the Licensee,
(v) the Licensee shall, as part of its obligations under clause 5, be directly responsible for providing payments and statements on behalf of any such Related Companies as well as for itself, by way of a single consolidated statement which consolidated statement shall nevertheless also provide a breakdown of relevant payments and other information ascribable to each Related Company.
4.7.2 the Licensee may sub-licence the right to disseminate the Information to Subscribers, to such other third parties as are approved in advance in writing by HKEXHKEx-IS. HKEXHKEx-IS shall have complete discretion as to the terms on which it agrees to such sub-licence. Without prejudice to the foregoing, unless expressly otherwise agreed by HKEXHKEx-IS:
(i) the sub-licence shall impose on the third party all the restrictions and obligations imposed on the Licensee by this Agreement relating to the use and dissemination of the Information,
(ii) the Licensee shall be personally liable hereunder for any breach by such third party of such restrictions or obligations, so that such breach shall be treated as a breach of this Agreement by the Licensee,
(iii) without prejudice to (i) and (ii), the third party sub-licensee shall render a Subscriber Report and payment in accordance with clause 5 directly to HKEXHKEx-IS.
4.7.3 HKEXHKEx-IS may, in respect of any sub-licence granted pursuant to clause 4.7.2, at any time by notice in writing given to the Licensee either require the Licensee to terminate such sub-licence or impose further conditions in respect of such sub-licence or require that the sub-licensee enter into a direct licence with HKEXHKEx-IS.
4.8 The Licensee shall not knowingly use the Information or any part thereof to (directly or indirectly) establish, maintain or provide, or assist in establishing, maintaining or providing an Off Market, nor shall the Licensee provide a Securities or Futures Contracts dealing service in Hong Kong, without obtaining the prior written consent of HKEx-IS (such consent not to be unreasonably withheld).
4.9 The Licensee shall comply with such directions as HKEXHKEx-IS may reasonably require from time to time concerning permitted use of the Information, provided that
4.9.1 such directions are incorporated in the Memorandum of Permitted Purpose or are otherwise given in writing by not less than 90 days’ notice; and
4.9.2 at any time during the 30 days following service of such notice the Licensee shall be entitled to terminate this Agreement or the Datafeed to which such direction relates with effect from the date when the direction is to be implemented, by giving written notice to HKEx-IS.
4.10 A party shall not without the previous written consent of the other party assign, transfer, sub-contract, sub-licence, delegate, mortgage, charge or otherwise dispose of or purport to assign, transfer, sub-contract, sub-licence, delegate, mortgage, charge or otherwise dispose of this Agreement or its rights hereunder, provided that HKEx-IS may at any time assign, transfer, sub-contract, sub-licence, delegate, mortgage, charge or otherwise dispose of this Agreement or its rights hereunder to any member of the HKEx Group without the prior consent of the Licensee.
Appears in 1 contract
Samples: Market Data Vendor Licence Agreement (China Finance Online Co. LTD)
