Rights and obligations of the Licensee. 4.1 The Licensee may only use the License in accordance with the License Scope as specified in the applicable Order Schedule. 4.2 It is the Licensee’s sole responsibility to ensure that: (a) the License is suitable for its use; (b) it has appropriate infrastructures to receive the Index Data; and (c) the use of the License and the Index Data is in compliance with Applicable Law. 4.3 Solactive shall have no liability to the Licensee or any third-party in the event that any License, Index or Index Data is not suitable for its use (in connection with any Financial Product or otherwise), the Licensee’s infrastructures are not appropriate or unable to receive the Index Data thus constituting obstacles whatsoever to the use of the respective Index or Index Data licensed hereunder or in the event that the use of any Index or Index Data (in connection with any Financial Product or otherwise) is not in compliance with Applicable Law. 4.4 The Licensee shall at all times comply with the information obligations set forth in section 9 below and ensure that Solactive is not represented expressly or by implication: 4.4.1 as the designer, issuer or producer of any Financial Product linked to the Index; or 4.4.2 as having assumed any responsibility or having any connection with any Financial Product in any manner whatsoever, including, without limitation, connected to the creation, purchase, sale, trading, distribution, marketing and/or promotion of any Financial Product. 4.5 Except as otherwise expressly provided in this Agreement and/or in any applicable Order Schedule: 4.5.1 nothing in this Agreement shall be deemed to transfer to the Licensee any title to, or any right or interest in, any of the Indices, Index Guidelines, Index Data or any intellectual property rights therein. All right, title and interest in and to the Indices, Index Guidelines, Index Data and/or any intellectual property rights therein shall vest in and shall be the exclusive property of Solactive and shall remain vested in and remain the exclusive property of Solactive; 4.5.2 the Licensee agrees that it will not publish, transfer, redistribute, reproduce, sell, reverse engineer, decrypt, decompile, disassemble, create derivative works from or make available to any third-party in any form or manner, including but not limited to, the Internet, any type of network distribution or the use of automated processes or automation software of any kind, for any purpose, any part of the Index and/or the Index Data; or 4.5.3 permit, assist or act on behalf of, in any way, any third-party to launch any Financial Product based on or linked to the Index. 4.6 The Licensee may use Insubstantial Amounts of the Index Data (as defined) in the normal conduct of its business solely for use in reports, memoranda and presentations to the Licensee’s employees, customers, agents and consultants. For the sake of clarity, except as permitted in an applicable Order Schedule, the Licensee is not permitted to republish pro forma files of an Index, the Index Composition and/or any Third-Party Data. 4.7 The Licensee shall not be permitted to create, purchase, sell, trade, distribute, market and/or promote any Financial Product to any person or in any country subject to sanctions or special measures imposed by Her Majesty’s Treasury (HMT), the US Treasury Office of Foreign Asset Control (OFAC), the European Union (EU), the United Nations (UN) or any other applicable sanction(s) (collectively, the “Sanctions”).
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Samples: Index License Agreement (Themes ETF Trust), Index License Agreement (EA Series Trust)
Rights and obligations of the Licensee. 4.1 The Licensee may only use the License in accordance with the License Scope as specified in the applicable Order Schedule.
4.2 It is the Licensee’s 's sole responsibility to ensure that: (a) the License is suitable for its use; (b) it has appropriate infrastructures to receive the Index Data; and (c) the use of the License and the Index Data is in compliance with Applicable Law.
4.3 Solactive shall have no liability to the Licensee or any third-party in the event that any License, Index or Index Data is not suitable for its use (in connection with any Financial Product or otherwise), the Licensee’s infrastructures are not appropriate or unable to receive the Index Data thus constituting obstacles whatsoever to the use of the respective Index or Index Data licensed hereunder or in the event that the use of any Index or Index Data (in connection with any Financial Product or otherwise) is not in compliance with Applicable Law.
4.4 The Licensee shall at all times comply with the information obligations set forth in section 9 below and ensure that Solactive is not represented expressly or by implication:
4.4.1 as the designer, issuer or producer of any Financial Product linked to the Index; or
4.4.2 as having assumed any responsibility or having any connection with any Financial Product in any manner whatsoever, including, without limitation, connected to the creation, purchase, sale, trading, distribution, marketing and/or promotion of any Financial Product.
4.5 Except as otherwise expressly provided in this Agreement and/or in any applicable Order Schedule:
4.5.1 nothing in this Agreement shall be deemed to transfer to the Licensee any title to, or any right or interest in, any of the Indices, Index Guidelines, Index Data or any intellectual property rights therein. All right, title and interest in and to the Indices, Index Guidelines, Index Data and/or any intellectual property rights therein shall vest in and shall be the exclusive property of Solactive and shall remain vested in and remain the exclusive property of Solactive;
4.5.2 the Licensee agrees that it will not publish, transfer, redistribute, reproduce, sell, reverse engineer, decrypt, decompile, disassemble, create derivative works from or make available to any third-party in any form or manner, including but not limited to, the Internet, any type of network distribution or the use of automated processes or automation software of any kind, for any purpose, any part of the Index and/or the Index Data; or
4.5.3 permit, assist or act on behalf of, in any way, any third-party to launch any Financial Product based on or linked to the Index.
4.6 The Licensee may use Insubstantial Amounts of the Index Data (as defined) in the normal conduct of its business solely for use in reports, memoranda and presentations to the Licensee’s 's employees, customers, agents and consultants. For the sake of clarity, except as permitted in an applicable Order Schedule, the Licensee is not permitted to republish pro forma files of an Index, the Index Composition and/or any Third-Party Data.
4.7 The Licensee shall not be permitted to create, purchase, sell, trade, distribute, market and/or promote any Financial Product to any person or in any country subject to sanctions or special measures imposed by Her Majesty’s Treasury (HMT), the US Treasury Office of Foreign Asset Control (OFAC), the European Union (EU), the United Nations (UN) or any other applicable sanction(s) (collectively, the “Sanctions”).
Appears in 2 contracts
Samples: Index License Agreement (Strategy Shares), Licensing Agreement (Strategy Shares)
Rights and obligations of the Licensee. 4.1 The Licensee may only use the License in accordance with the License Scope as specified in the applicable Order Schedule.
4.2 It is the Licensee’s sole responsibility to ensure that: (a) the License is suitable for its use; (b) it has appropriate infrastructures to receive the Index Data; and (c) the its use of the License and the Index Data is in compliance with Applicable Law.
4.3 Solactive shall have no liability to the Licensee or any third-party in the event that any License, Index or Index Data is not suitable for its use (in connection with any Financial Product or otherwise), ) the Licensee’s infrastructures are not appropriate or unable to receive the Index Data thus constituting obstacles whatsoever to the use of the respective Index or Index Data licensed hereunder or in the event that the Licensee’s use of any Index or Index Data (in connection with any Financial Product or otherwise) is not in compliance with Applicable Law.
4.4 The Licensee shall at all times comply with the information obligations set forth in section 9 below and ensure that Solactive is not represented expressly or by implication:
4.4.1 as the designer, issuer or producer of any Financial Product linked to the Index; or
4.4.2 as having assumed any responsibility or having any connection with any Financial Product in any manner whatsoever, including, without limitation, connected to the creation, purchase, sale, trading, distribution, marketing and/or promotion of any Financial Product.
4.5 Except as otherwise expressly provided in this Agreement and/or in any applicable Order Schedule:
4.5.1 nothing in this Agreement shall be deemed to transfer to the Licensee any title to, or any right or interest in, any of the Indices, Index Guidelines, Index Data or any intellectual property rights Intellectual Property Rights therein. All right, title and interest in and to the Indices, Index Guidelines, Index Data and/or any intellectual property rights Intellectual Property Rights therein shall vest in and shall be the exclusive property of Solactive and shall remain vested in and remain the exclusive property of Solactive;
4.5.2 the Licensee agrees that it will not publish, transfer, redistribute, reproduce, sell, reverse engineer, decrypt, decompile, disassemble, create derivative works from or make available to any third-party in any form or manner, including but not limited to, the Internet, any type of network distribution or the use of automated processes or automation software of any kind, for any purpose, any part of the Index and/or the Index Data; or
4.5.3 permit, assist or act on behalf of, in any way, any third-party to launch any Financial Product based on or linked to the Index.
4.6 The Licensee may use Insubstantial Amounts of the Index Data (as defined) in the normal conduct of its business solely for use in reports, memoranda and presentations to the Licensee’s employees, customers, agents and consultants. For the sake of clarity, except as permitted in an applicable Order Schedule, the Licensee is not permitted to republish pro forma files of an Index, the Index Composition and/or any Third-Party Data.
4.7 The Licensee shall not be permitted to create, purchase, sell, trade, distribute, market and/or promote any Financial Product to any person or in any country subject to sanctions or special measures imposed by Her Majesty’s Treasury (HMT), the US Treasury Office of Foreign Asset Control (OFAC), the European Union (EU), the United Nations (UN) or any other applicable sanction(s) (collectively, the “Sanctions”).
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