PRICING DATA. 2.1 In consideration of the Distributor's payment of the Charges in accordance with Clause 5 hereof, and subject to the Distributor’s compliance with the terms of this Agreement, ICE Data hereby grants to Distributor a limited, non-transferable, non-assignable (except as permitted under Clause 19.2), non-sublicensable (except as permitted under Clause 17), and non-exclusive license to accept the Pricing Data from a Point of Supply and to use the ICE Marks and the Pricing Data for the sole purpose of distributing and making available the Pricing Data to Authorized Users through Subscribers. Any use by the Distributor of an API shall be subject to the terms and conditions set forth in the Direct Access Interface Agreement. 2.2 Except as expressly contemplated hereby, the Distributor shall not and shall not permit others to, access the Pricing Data except via the Point of Supply, use, disclose, distribute, make available, sell, copy, display, assign, transfer, sublicense, lease, furnish, lend, republish, transmit, distribute, alter, modify, adapt, translate, disassemble, decompile, prepare or create Derived Data or derivative works, or reverse engineer, in any way, all, or any portion of, the Pricing Data or the ICE Marks under this Agreement. 2.3 The obligation to supply Pricing Data by ICE Data under this Agreement shall be fulfilled when the Pricing Data is made available at the Point of Supply and any act or omission by the Distributor which disrupts, delays or prevents the Distributor from receiving the Pricing Data shall be the responsibility of the Distributor and ICE Data shall not be liable for any such disruption, delay or failure to perform under this Agreement. 2.4 ICE Data reserves the right in its sole, unfettered and absolute discretion to: 2.4.1 introduce details of new Traded Contracts; and/or 2.4.2 withdraw prices of any Traded Contracts that cease trading on an Exchange. 2.5 ICE Data may, upon reasonable notice to the Distributor, introduce, vary or withdraw all or any price information in relation to any Traded Contract if, in the reasonable opinion of ICE Data, the trading in that Traded Contract is being carried on at such a level that such action is justified. 2.6 The Distributor acknowledges that each of the Exchanges may vary the months in which Traded Contracts are traded and/or for which Traded Contracts are delivered or prices at which they are exercised. 2.7 In no case whatsoever shall the Distributor make, allow to be made available, or purport to make available, Pricing Data to any Person, firm, company or organization in any way or through any medium which is in contravention of the Pricing Data Policy. It is a material and ongoing condition of this Agreement that the Distributor shall at all times, for the term of this Agreement, comply with the Pricing Data Policy. 2.8 ICE Data shall be entitled to make changes to the Pricing Data Policy from time to time by giving the Distributor not less than three (3) calendar months’ notice (or such shorter period where required for bona fide operational, legal or regulatory reasons) in accordance with Clause 14.
Appears in 4 contracts
Samples: Distribution Agreement, Internal Distribution Market Data Agreement, Internal Distribution Market Data Agreement
PRICING DATA. 2.1 In consideration of the Distributor's Authorized Vendor’s payment of the Charges in accordance with Clause 5 hereof, 6 hereof and subject to the DistributorAuthorized Vendor’s compliance with the terms of this Agreement, ICE Data hereby grants to Distributor Authorized Vendor a limited, non-transferable, transferable and non-assignable (except as permitted under Clause 19.2Section 20.3), non-sublicensable (except as permitted under Clause 17Section 19), and non-exclusive license to accept the Pricing Data from a Point of Supply and to use the ICE Marks and the Pricing Data for the sole purpose of distributing and making available the Pricing Data to Authorized Users through Subscribers. Any use by the Distributor Authorized Vendor of an API shall be subject to the terms and conditions set forth in the Direct Vendor Access Interface Agreement.
2.2 Except as expressly contemplated hereby, the Distributor Authorized Vendor shall not and shall not permit others to, access the Pricing Data except via the Point of Supply, use, disclose, distribute, make available, sell, copy, display, assign, transfer, sublicense, lease, furnish, lend, republish, transmit, distribute, alter, modify, adapt, translate, disassemble, decompile, prepare or create Derived Data or derivative works, or reverse engineer, in any way, all, or any portion of, the Pricing Data or the ICE Marks under this Agreement.
2.3 Nothing in this Agreement shall prevent or restrict ICE Data from making Pricing Data available to any other Person, including, without limitation, any Authorized Vendor, Subscriber or Authorized User, on such terms and conditions as ICE Data determines in its sole discretion; provided, however, that if ICE Data makes Pricing Data available to other Authorized Vendors on terms and conditions that are more favorable (in the aggregate when taking into consideration all factors regarding ICE Data’s decision to provide Pricing Data on such terms and conditions to other Authorized Vendors) than those contained in this Agreement, ICE Data will agree to amend this Agreement to incorporate such more favorable terms and conditions.
2.4 The obligation to supply Pricing Data by ICE Data under this Agreement shall be fulfilled when the Pricing Data is made available at the Point of Supply and any act or omission by the Distributor Authorized Vendor which disrupts, delays or prevents the Distributor Authorized Vendor from receiving the Pricing Data shall be the responsibility of the Distributor Authorized Vendor and ICE Data shall not be liable for any such disruption, delay or failure to perform under this Agreement.
2.4 2.5 ICE Data reserves the right in its sole, unfettered and absolute discretion to:
2.4.1 2.5.1 introduce details of new Traded Contracts; , and/or
2.4.2 2.5.2 withdraw prices of any Traded Contracts that cease trading on an Exchange.
2.5 2.6 ICE Data may, upon reasonable notice to the DistributorAuthorized Vendor, introduce, vary or withdraw all or any price information in relation to any Traded Contract if, in the reasonable opinion of ICE Data, the trading in that Traded Contract is being carried on at such a level that such action is justified.
2.6 . The Distributor Authorized Vendor acknowledges that each of the Exchanges may vary the months in which Traded Contracts are traded and/or for which Traded Contracts are delivered or prices at which they are exercised.
2.7 Either Party, upon thirty (30) days’ written notice to the other Party, may update Schedule 1 to indicate the requested and approved Exchange and Frequency to be made available to the Authorized Vendor under this Agreement.
2.8 In no case whatsoever shall the Distributor Authorized Vendor make, allow to be made available, or purport to make available, Pricing Data to any Person, firm, company or organization in any way or through any medium which is in contravention of the Pricing Data Policy. It is a material and ongoing condition of this Agreement that the Distributor Authorized Vendor shall at all times, for the term of this Agreement, comply with the Pricing Data Policy.
2.8 2.9 ICE Data shall be entitled to make changes to the Pricing Data Policy from time to time by giving the Distributor Authorized Vendor not less than three (3) calendar months’ notice (or such shorter period where required for bona fide operational, legal or regulatory reasons) in writing in accordance with Clause 1416.
Appears in 1 contract
Samples: Vendor Agreement
PRICING DATA. 2.1 In consideration of the DistributorVendor's payment of the Charges in accordance with Clause 5 6 hereof, ICE Data throughout the term of this Agreement and subject to the Distributor’s compliance with the terms of this Agreement, ICE Data hereby grants to Distributor a limitedand where applicable, non-transferable, non-assignable (except as permitted under Clause 19.2), non-sublicensable (except as permitted under Clause 17), and non-exclusive license to accept the Pricing Data from a Point of Supply and to use the ICE Marks and the Pricing Data for the sole purpose of distributing and making available the Pricing Data to Authorized Users through Subscribers. Any use by the Distributor of an API shall be subject to the terms and conditions set forth in of the Direct Vendor Access Interface Agreement.:
2.2 Except as expressly contemplated hereby, the Distributor 2.1.1 shall not and shall not permit others to, access make the Pricing Data, selected by the Vendor in Schedule 1, available to the Vendor for the term of this Agreement. ICE Data's obligation to make Pricing Data except via available to the Vendor is limited to making the same available to the Point of Supply, usefrom where the Vendor shall be entitled to receive the same, disclose, distribute, make available, sell, copy, display, assign, transfer, sublicense, lease, furnish, lend, republish, transmit, distribute, alter, modify, adapt, translate, disassemble, decompile, prepare or create Derived Data or derivative works, or reverse engineer, in any way, all, or any portion of, or
2.1.2 permit the Vendor to receive the Pricing Data Data, selected by the Vendor in Schedule 1, from one or more Authorised Vendor, as listed in Schedule 1, for the ICE Marks under term of this Agreement.
2.2 Nothing in this Agreement shall prevent or restrict ICE Data from making Pricing Data available to any other Authorised Vendor, on such terms and conditions as it shall deem fit, provided however, that if ICE Data makes Pricing Data available to other Authorised Vendors on terms more favorable than those contained in this Agreement, ICE Data will agree to an addendum to this Agreement or a replacement agreement to incorporate such favorable terms.
2.3 The obligation to supply Pricing Data by ICE Data under this Agreement shall be fulfilled when the Pricing Data is made available at the Point of Supply and any act or omission by the Distributor Vendor which disrupts, delays or prevents the Distributor Vendor from receiving the Pricing Data shall be the responsibility of the Distributor Vendor and ICE Data shall not be liable for any such disruption, delay or failure to perform under this Agreement.
2.4 ICE Data reserves the right in its sole, unfettered and absolute discretion to:
2.4.1 introduce details of new Traded Contracts, Benchmark Products or Controlled Benchmark Products into Pricing Data; and/or
2.4.2 withdraw prices of any Traded Contracts that cease trading on an ExchangeExchange or Benchmark Products or Controlled Benchmark Products that have ceased publication from the Pricing Data.
2.5 ICE Data may, upon reasonable notice to the DistributorVendor, introduce, vary or withdraw all or any price information in relation to any Traded Contract if, in the reasonable opinion of ICE Data, the trading in that Traded Contract is being carried on at such a level that such action is justified.
2.6 The Distributor Vendor acknowledges that each of the Exchanges may vary the months in which Traded Contracts are traded and/or for which Traded Contracts are delivered or prices at which they are exercised.
2.7 In no case whatsoever shall the Distributor Vendor make, allow to be made available, or purport to make available, Pricing Data to any Personperson, firm, company or organization organisation in any way or through any medium which is in contravention of the Pricing Data Policy. It is a material and ongoing condition of this Agreement that the Distributor Vendor shall at all times, for the term of this Agreement, comply with the Pricing Data Policy.
2.8 ICE Data shall be entitled to make changes to the Pricing Data Policy from time to time by giving the Distributor Vendor not less than three (3) 4 calendar months’ notice (or such shorter period where required for bona fide operational, legal or regulatory reasons) in writing in accordance with Clause 14clause 16.
Appears in 1 contract
Samples: Vendor Agreement
PRICING DATA. 2.1 In consideration of the Distributor's Authorized Vendor’s payment of the Charges in accordance with Clause 5 hereof, 6 hereof and subject to the DistributorAuthorized Vendor’s compliance with the terms of this Agreement, ICE Data hereby grants to Distributor Authorized Vendor a limited, non-transferable, transferable and non-assignable (except as permitted under Clause 19.221.3), non-sublicensable (except as permitted under Clause 1719), and non-exclusive license to accept the Pricing Data from a Point of Supply and to use the ICE Marks and the Pricing Data for the sole purpose of distributing and making available the Pricing Data to Authorized Users through Subscribers. Any use by the Distributor Authorized Vendor of an API shall be subject to the terms and conditions set forth in the Direct Vendor Access Interface Agreement.
2.2 Except as expressly contemplated hereby, the Distributor Authorized Vendor shall not and shall not permit others to, access the Pricing Data except via the Point of Supply, use, disclose, distribute, make available, sell, copy, display, assign, transfer, sublicense, lease, furnish, lend, republish, transmit, distribute, alter, modify, adapt, translate, disassemble, decompile, prepare or create Derived Data or derivative works, or reverse engineer, in any way, all, or any portion of, the Pricing Data or the ICE Marks under this Agreement.
2.3 Nothing in this Agreement shall prevent or restrict ICE Data from making Pricing Data available to any other Person, including, without limitation, any Authorized Vendor, Subscriber or Authorized User, on such terms and conditions as ICE Data determines in its sole discretion; provided, however, that if ICE Data makes Pricing Data available to other Authorized Vendors on terms and conditions that are more favorable (in the aggregate when taking into consideration all factors regarding ICE Data’s decision to provide Pricing Data on such terms and conditions to other Authorized Vendors) than those contained in this Agreement, ICE Data will agree to amend this Agreement to incorporate such more favorable terms and conditions.
2.4 The obligation to supply Pricing Data by ICE Data under this Agreement shall be fulfilled when the Pricing Data is made available at the Point of Supply and any act or omission by the Distributor Authorized Vendor which disrupts, delays or prevents the Distributor Authorized Vendor from receiving the Pricing Data shall be the responsibility of the Distributor Authorized Vendor and ICE Data shall not be liable for any such disruption, delay or failure to perform under this Agreement.
2.4 2.5 ICE Data reserves the right in its sole, unfettered and absolute discretion to:
2.4.1 2.5.1 introduce details of new Traded Contracts; , and/or
2.4.2 2.5.2 withdraw prices of any Traded Contracts that cease trading on an Exchange.
2.5 2.6 ICE Data may, upon reasonable notice to the DistributorAuthorized Vendor, introduce, vary or withdraw all or any price information in relation to any Traded Contract if, in the reasonable opinion of ICE Data, the trading in that Traded Contract is being carried on at such a level that such action is justified.
2.6 . The Distributor Authorized Vendor acknowledges that each of the Exchanges may vary the months in which Traded Contracts are traded and/or for which Traded Contracts are delivered or prices at which they are exercised.
2.7 Either Party, upon thirty (30) days’ written notice to the other Party, may update Schedule 1 to indicate the requested and approved Exchange and Frequency to be made available to the Authorized Vendor under this Agreement.
2.8 In no case whatsoever shall the Distributor Authorized Vendor make, allow to be made available, or purport to make available, Pricing Data to any Person, firm, company or organization in any way or through any medium which is in contravention of the Pricing Data Policy. It is a material and ongoing condition of this Agreement that the Distributor Authorized Vendor shall at all times, for the term of this Agreement, comply with the Pricing Data Policy.
2.8 2.9 ICE Data shall be entitled to make changes to the Pricing Data Policy from time to time by giving the Distributor Authorized Vendor not less than three (3) calendar months’ notice (or such shorter period where required for bona fide operational, legal or regulatory reasons) in writing in accordance with Clause 1416.
Appears in 1 contract
Samples: Vendor Agreement