Use of the System. (a) Your use of the System shall be subject to all applicable laws, statutes, rules and regulations (whether domestic or foreign), orders of competent governmental, legal or regulatory authorities, agreements with or between such authorities and the interpretations of any such authority (“Applicable Law”). You are responsible for ensuring that You may lawfully access and use the System and the services and content offered on or through it. You agree that Citibank may assume, and You represent, that any Instruction made by a person using Your Security Procedures (a) is from You; (b) originates from the location (including country, state, province or other jurisdiction) that has been associated with You on our records; and (c) is authorized by Your Firm. You represent and warrant on a continuing basis as long as You are authorized to access and use the System that: (i) You shall use the System only for Your own business purposes and only in conformity with this Agreement, any relevant System manual, and Applicable Law; (ii) You will not use the System or any feature of the System to post or transmit inappropriate information, including without limitation any information that may be deemed obscene, libellous, harassing, fraudulent, or slanderous, or post or transmit any information, software, or other material that is an invasion of privacy or publicity rights, or which is in breach of any copyright, trademark, service xxxx, or other proprietary right; (iii) You have in place security systems and procedures reasonably designed and applied to prevent unauthorized use or misuse of the System and will ensure that the Authorized Users and all other employees comply with all such security measures; (iv) You have obtained or will obtain and will maintain all notifications, authorizations and approvals and will provide all such information to its regulators as is required under Applicable Law for You to use the System and enter into any Transactions through the System, and perform Your obligations under those Transactions and this Agreement; (v) You will be fully responsible for any use or misuse of the System by You or by any other individual or entity which is able to access the System as a result of Your failure to observe and protect the Security Procedures as required by this Agreement. (b) Where You are acting as an Agent You further represent and warrant that: (i) You have full authority to enter into this Agreement (including, without limitation, to give the warranties in this section 4) and to access and use the System on behalf of Your Firm and to use Your Firm’s resources to meet any obligations incurred by You in relation to such access and use; (ii) in entering into any Transaction on behalf Your Firm, You have no reason to believe that Your Firm will not be able to perform its obligations under such Transaction; (iii) in entering into any Transaction on behalf of Your Firm, You have no reason to believe that Your Firm is subject to any restriction or prohibition from engaging in such Transaction under any Applicable Law, including without limitation, those of the United Nations, United States, the United Kingdom or the European Union. (c) Citibank warrants and represents that: (i) it shall provide the System to You in conformity with the terms of this Agreement and Applicable Law; (ii) it shall use commercially reasonable efforts to implement and use appropriate security technologies in order to ensure the integrity of the System; (iii) it has obtained and will maintain all authorizations and approvals required under Applicable Law to be able to provide the System to You and enter into any Transactions through the System, and perform its obligations under those Transactions and this Agreement. Notwithstanding the foregoing, You understand and agree that Citibank may not be licensed, registered, authorized, or otherwise permissioned in all jurisdictions, and You will be responsible for ensuring that any activity that You engage in using the System in any jurisdiction is in accordance with Applicable Law.
Appears in 2 contracts
Samples: Electronic Access and User Agreement, Electronic Access and User Agreement
Use of the System. (a) Your use of the System shall be subject to all applicable laws, statutes, rules and regulations (whether domestic or foreign), orders of competent governmental, legal or regulatory authorities, agreements with or between such authorities and the interpretations of any such authority (“Applicable Law”). You are responsible for ensuring that You may lawfully access and use the System and the services and content offered on or through it. You agree that Citibank may assume, and You represent, that any Instruction made by a person using Your Security Procedures,
(a1) is from You; (b2) originates from the location (including country, state, province or other jurisdiction) that has been associated with You on our records; and (c3) is authorized by Your Firm. You represent and warrant on a continuing basis as long as You are authorized to access and use the System that:
(i) You shall use the System only for Your own business purposes and only in conformity with this Agreement, any relevant System manual, and Applicable Law;
(ii) You will not use the System or any feature of the System to post or transmit inappropriate information, including without limitation any information that may be deemed obscene, libellouslibelous, harassing, fraudulent, or slanderous, or post or transmit any information, software, or other material that is an invasion of privacy or publicity rights, or which is in breach of any copyright, trademark, service xxxxmark, or other proprietary right;
(iii) You have in place security systems and procedures reasonably designed and applied to prevent unauthorized use or misuse of the System and will ensure that the Authorized Users and all other employees comply with all such security measures;
(iv) You have obtained or will obtain and will maintain all notifications, authorizations and approvals and will provide all such information to its regulators as is required under Applicable Law for You to use the System and enter into any Transactions through the System, and perform Your obligations under those Transactions and this Agreement;
(v) You will be fully responsible for any use or misuse of the System by You or by any other individual or entity which is able to access the System as a result of Your failure to observe and protect the Security Procedures as required by this Agreement.
(b) Where You are acting as an Agent You further represent and warrant that:
(i) You have full authority to enter into this Agreement (including, without limitation, to give the warranties in this section 4) and to access and use the System on behalf of Your Firm and to use Your Firm’s resources to meet any obligations incurred by You in relation to such access and use;
(ii) in entering into any Transaction on behalf Your Firm, You have no reason to believe that Your Firm will not be able to perform its obligations under such Transaction;
(iii) in entering into any Transaction on behalf of Your Firm, You have no reason to believe that Your Firm is subject to any restriction or prohibition from engaging in such Transaction under any Applicable Law, including without limitation, those of the United Nations, United States, the United Kingdom or the European Union.
(c) Citibank warrants and represents that:
(i) it shall provide the System to You in conformity with the terms of this Agreement and Applicable Law;
(ii) it shall use commercially reasonable efforts to implement and use appropriate security technologies in order to ensure the integrity of the System;
(iii) it has obtained and will maintain all authorizations and approvals required under Applicable Law to be able to provide the System to You and enter into any Transactions through the System, and perform its obligations under those Transactions and this Agreement. Notwithstanding the foregoing, You understand and agree that Citibank may not be licensed, registered, authorized, or otherwise permissioned in all jurisdictions, and You will be responsible for ensuring that any activity that You engage in using the System in any jurisdiction is in accordance with Applicable Law.
Appears in 1 contract
Samples: Electronic Access and User Agreement
Use of the System. (a) Your use of the System shall be subject to all applicable laws, statutes, rules and regulations (whether domestic or foreign), orders of competent governmental, legal or regulatory authorities, agreements with or between such authorities and the interpretations of any such authority (“Applicable Law”). You are responsible for ensuring that You may lawfully access and use the System and the services and content offered on or through it. You agree that Citibank may assume, and You represent, that any Instruction made by a person using Your Security Procedures
(a1) is from You; (b2) originates from the location (including country, state, province or other jurisdiction) that has been associated with You on our records; and (c3) is authorized by Your Firm. You represent and warrant on a continuing basis as long as You are authorized to access and use the System that:
(i) You shall use the System only for Your own business purposes and only in conformity with this Agreement, any relevant System manual, and Applicable Law;
(ii) You will not use the System or any feature of the System to post or transmit inappropriate information, including without limitation any information that may be deemed obscene, libellous, harassing, fraudulent, or slanderous, or post or transmit any information, software, or other material that is an invasion of privacy or publicity rights, or which is in breach of any copyright, trademark, service xxxxmark, or other proprietary right;
(iii) You have in place security systems and procedures reasonably designed and applied to prevent unauthorized use or misuse of the System and will ensure that the Authorized Users and all other employees comply with all such security measures;
(iv) You have obtained or will obtain and will maintain all notifications, authorizations and approvals and will provide all such information to its regulators as is required under Applicable Law for You to use the System and enter into any Transactions through the System, and perform Your obligations under those Transactions and this Agreement;
(v) You will be fully responsible for any use or misuse of the System by You or by any other individual or entity which is able to access the System as a result of Your failure to observe and protect the Security Procedures as required by this Agreement.
(b) Where You are acting as an Agent You further represent and warrant that:
(i) You have full authority to enter into this Agreement (including, without limitation, to give the warranties in this section 4) and to access and use the System on behalf of Your Firm and to use Your Firm’s resources to meet any obligations incurred by You in relation to such access and use;
(ii) in entering into any Transaction on behalf Your Firm, You have no reason to believe that Your Firm will not be able to perform its obligations under such Transaction;
(iii) in entering into any Transaction on behalf of Your Firm, You have no reason to believe that Your Firm is subject to any restriction or prohibition from engaging in such Transaction under any Applicable Law, including without limitation, those of the United Nations, United States, the United Kingdom or the European Union.
(c) Citibank warrants and represents that:
(i) it shall provide the System to You in conformity with the terms of this Agreement and Applicable Law;
(ii) it shall use commercially reasonable efforts to implement and use appropriate security technologies in order to ensure the integrity of the System;
(iii) it has obtained and will maintain all authorizations and approvals required under Applicable Law to be able to provide the System to You and enter into any Transactions through the System, and perform its obligations under those Transactions and this Agreement. Notwithstanding the foregoing, You understand and agree that Citibank may not be licensed, registered, authorized, or otherwise permissioned in all jurisdictions, and You will be responsible for ensuring that any activity that You engage in using the System in any jurisdiction is in accordance with Applicable Law.
Appears in 1 contract
Samples: Electronic Access and User Agreement
Use of the System. (a) Your use of the System shall be subject to all applicable laws, statutes, rules and regulations (whether domestic or foreign), orders of competent governmental, legal or regulatory authorities, agreements with or between such authorities and the interpretations of any such authority (“Applicable Law”). You are responsible for ensuring that You may lawfully access and use the System and the services and content offered on or through it. You agree that Citibank may assume, and You represent, that any Instruction made by a person using Your Security Procedures
(a1) is from You; (b2) originates from the location (including country, state, province or other jurisdiction) that has been associated with You on our records; and (c3) is authorized by Your Firm. You represent and warrant on a continuing basis as long as You are authorized to access and use the System that:
(i) You shall use the System only for Your own business purposes and only in conformity with this Agreement, any relevant System manual, and Applicable Law;
(ii) You will not use the System or any feature of the System to post or transmit inappropriate information, including without limitation any information that may be deemed obscene, libellous, harassing, fraudulent, or slanderous, or post or transmit any information, software, or other material that is an invasion of privacy or publicity rights, or which is in breach of any copyright, trademark, service xxxx, or other proprietary right;
(iii) You have in place security systems and procedures reasonably designed and applied to prevent unauthorized use or misuse of the System and will ensure that the Authorized Users and all other employees comply with all such security measures;
(iv) You have obtained or will obtain and will maintain all notifications, authorizations and approvals and will provide all such information to its regulators as is required under Applicable Law for You to use the System and enter into any Transactions through the System, and perform Your obligations under those Transactions and this Agreement;
(v) You will be fully responsible for any use or misuse of the System by You or by any other individual or entity which is able to access the System as a result of Your failure to observe and protect the Security Procedures as required by this Agreement.
(b) Where You are acting as an Agent You further represent and warrant that:
(i) You have full authority to enter into this Agreement (including, without limitation, to give the warranties in this section 4) and to access and use the System on behalf of Your Firm and to use Your Firm’s resources to meet any obligations incurred by You in relation to such access and use;
(ii) in entering into any Transaction on behalf Your Firm, You have no reason to believe that Your Firm will not be able to perform its obligations under such Transaction;
(iii) in entering into any Transaction on behalf of Your Firm, You have no reason to believe that Your Firm is subject to any restriction or prohibition from engaging in such Transaction under any Applicable Law, including without limitation, those of the United Nations, United States, the United Kingdom or the European Union.
(c) Citibank warrants and represents that:
(i) it shall provide the System to You in conformity with the terms of this Agreement and Applicable Law;
(ii) it shall use commercially reasonable efforts to implement and use appropriate security technologies in order to ensure the integrity of the System;
(iii) it has obtained and will maintain all authorizations and approvals required under Applicable Law to be able to provide the System to You and enter into any Transactions through the System, and perform its obligations under those Transactions and this Agreement. Notwithstanding the foregoing, You understand and agree that Citibank may not be licensed, registered, authorized, or otherwise permissioned in all jurisdictions, and You will be responsible for ensuring that any activity that You engage in using the System in any jurisdiction is in accordance with Applicable Law.
Appears in 1 contract
Samples: Electronic Access and User Agreement
Use of the System. (a) Your use of the System shall be subject to all applicable laws, statutes, rules and regulations (whether domestic or foreign), orders of competent governmental, legal or regulatory authorities, agreements with or between such authorities and the interpretations of any such authority (“Applicable Law”). You are responsible for ensuring that You may lawfully access and use the System and the services and content offered on or through it. You agree that Citibank may assume, and You represent, that any Instruction made by a person using Your Security Procedures
(a) is from You; (b) originates from the location (including country, state, province or other jurisdiction) that has been associated with You on our records; and (c) is authorized by Your Firm. You represent and warrant on a continuing basis as long as You are authorized to access and use the System that:
(i) You shall use the System only for Your own business purposes and only in conformity with this Agreement, any relevant System manual, and Applicable Law;
(ii) You will not use the System or any feature of the System to post or transmit inappropriate information, including without limitation any information that may be deemed obscene, libellous, harassing, fraudulent, or slanderous, or post or transmit any information, software, or other material that is an invasion of privacy or publicity rights, or which is in breach of any copyright, trademark, service xxxxmark, or other proprietary right;
(iii) You have in place security systems and procedures reasonably designed and applied to prevent unauthorized use or misuse of the System and will ensure that the Authorized Users and all other employees comply with all such security measures;
(iv) You have obtained or will obtain and will maintain all notifications, authorizations and approvals and will provide all such information to its regulators as is required under Applicable Law for You to use the System and enter into any Transactions through the System, and perform Your obligations under those Transactions and this Agreement;
(v) You will be fully responsible for any use or misuse of the System by You or by any other individual or entity which is able to access the System as a result of Your failure to observe and protect the Security Procedures as required by this Agreement.
(b) Where You are acting as an Agent You further represent and warrant that:
(i) You have full authority to enter into this Agreement (including, without limitation, to give the warranties in this section 4) and to access and use the System on behalf of Your Firm and to use Your Firm’s resources to meet any obligations incurred by You in relation to such access and use;
(ii) in entering into any Transaction on behalf Your Firm, You have no reason to believe that Your Firm will not be able to perform its obligations under such Transaction;
(iii) in entering into any Transaction on behalf of Your Firm, You have no reason to believe that Your Firm is subject to any restriction or prohibition from engaging in such Transaction under any Applicable Law, including without limitation, those of the United Nations, United States, the United Kingdom or the European Union.
(c) Citibank warrants and represents that:
(i) it shall provide the System to You in conformity with the terms of this Agreement and Applicable Law;
(ii) it shall use commercially reasonable efforts to implement and use appropriate security technologies in order to ensure the integrity of the System;
(iii) it has obtained and will maintain all authorizations and approvals required under Applicable Law to be able to provide the System to You and enter into any Transactions through the System, and perform its obligations under those Transactions and this Agreement. Notwithstanding the foregoing, You understand and agree that Citibank may not be licensed, registered, authorized, or otherwise permissioned in all jurisdictions, and You will be responsible for ensuring that any activity that You engage in using the System in any jurisdiction is in accordance with Applicable Law.
Appears in 1 contract
Samples: Electronic Access and User Agreement
Use of the System. (a) Your use of the System shall be subject to all applicable laws, statutes, rules and regulations (whether domestic or foreign), orders of competent governmental, legal or regulatory authorities, agreements with or between such authorities and the interpretations of any such authority (“Applicable Law”). You are responsible for ensuring that You may lawfully access and use the System and the services and content offered on or through it. You agree that Citibank may assume, and You represent, that any Instruction made by a person using Your Security Procedures
(a) is from You; (b) originates from the location (including country, state, province or other jurisdiction) that has been associated with You on our records; and (c) is authorized by Your Firm. You represent and warrant on a continuing basis as long as You are authorized authorised to access and use the System that:
(ia) You shall access and use the System only in conformity with 1) all applicable statutes, rules, and regulations, and the interpretations of any regulatory agency ("Applicable Law") and, 2) the provisions of this Agreement. You and Your Users are responsible for all instructions or other communications (including without limitation, orders, quotes, bids and offers) made through the System associated with Your identity and/or Password (as defined below), and such instructions shall be binding on You. You transmit instructions to the System at your own risk.
(b) You have in place all security systems and compliance procedures (collectively "Security Procedures") required to prevent violation of Applicable Law and unauthorised access, use or misuse of the System including, without limitation, not knowingly or negligently introducing or permitting to be introduced any computer viruses, worms, or other harmful code into the System. You shall use the System only for Your own business purposes and only in conformity with this Agreementunique user identifications, any relevant System manualdigital certificates, access codes, passwords, and Applicable Law;other identification devices (collectively "Passwords") that ROCHE FINANCE and/or a counterparty, may issue to You or otherwise establish from time to time. You will take all reasonable care to safeguard the Passwords and Security Procedures, and not authorise or permit any other party to access the System using the Passwords and/or Security Procedures assigned to You. You will not alter, delete, disable, or otherwise circumvent any Password or Security Procedure or assist any other party to do so and You shall solely be liable for any such occurrence. You will notify ROCHE FINANCE immediately if you become aware of any unauthorised access to or use of the System, or any loss or theft of a Password and/or Security Procedures. You agree that every person using a Password or Security Procedure (whether or not in fact such a person is a duly authorised User) will be deemed to be an authorised User to enter into transactions on the System and/or (as the case may be) give any other instructions or communications on behalf of You and that You will be bound by all such transactions, instructions and communications.
(iic) You agree that the terms of trading between You and Your customers on the System and any amendments thereto including, without limitation, agreements as to pricing for FX transactions, shall be mutually agreed by You and ROCHE FINANCE, such approval not to be unreasonably withheld.
(d) You agree to notify ROCHE FINANCE immediately of any changes in Users (including any Users who cease to be employees or otherwise become unauthorised) or the authorised level of access for any User. No modification or termination of access to or for You or a User shall invalidate any transaction entered into before such modification or termination becomes implemented by ROCHE FINANCE and/or its technology providers.
(e) You will provide any counterparty with any reasonably required information or documentation in order to complete transactions with You through the System.
(f) You will not attempt to access information or applications that You have not been authorised to use by ROCHE FINANCE or its technology providers, and, if You inadvertently gain such access, You agree not to use or disseminate, reproduce, redistribute or decompile any such information or applications.
(g) You shall not use or access the System for any reason other than to conduct transactions on the System. Without limiting the foregoing, You shall not transmit, publish or otherwise disseminate any prices or other content you obtain from the System.
(h) You will not use the System or any feature of the System to post or transmit inappropriate information, including without limitation any information that may be deemed obscene, libellouslibelous, harassing, fraudulent, or slanderous, or post or transmit any information, software, or other material that is an invasion of privacy or publicity rights, or which is in breach of any protected by copyright, trademark, service xxxx, database right or other proprietary right;
(iii) You have in place security systems and procedures reasonably designed and applied to prevent unauthorized use or misuse , unless first obtaining permission of the System and will ensure that the Authorized Users and all other employees comply with all such security measures;
(iv) You have obtained owner or will obtain and will maintain all notifications, authorizations and approvals and will provide all such information to its regulators as is required under Applicable Law for You to use the System and enter into any Transactions through the System, and perform Your obligations under those Transactions and this Agreement;
(v) You will be fully responsible for any use or misuse of the System by You or by any other individual or entity which is able to access the System as a result of Your failure to observe and protect the Security Procedures as required by this Agreementright holder.
(b) Where You are acting as an Agent You further represent and warrant that:
(i) You have full authority understand and agree that successful completion of ROCHE FINANCE's obligations hereunder are dependent upon Your providing ROCHE FINANCE with assistance relating to enter into this Agreement (including, without limitation, to give the warranties in this section 4) and to access and use the System on behalf of Your Firm and to use Your Firm’s resources to meet any obligations incurred Platform as reasonably requested by ROCHE FINANCE in a timely manner. Any unreasonable failure or delay by You in relation to such access and use;
(ii) in entering into any Transaction on behalf Your Firm, You have no reason to believe that Your Firm will not be able to perform its providing assistance shall equitably modify and/or extend ROCHE FINANCE's obligations under such Transaction;
(iii) in entering into any Transaction on behalf of Your Firm, You have no reason to believe that Your Firm is subject to any restriction or prohibition from engaging in such Transaction under any Applicable Law, including without limitation, those of the United Nations, United States, the United Kingdom or the European Unionherein.
(cj) Citibank warrants You will provide support to Your customers relating to credit, pricing, negotiation of trades and represents that:any other question relating to the business of trading foreign exchange.
(ik) it If You are acting in the capacity of a Financial Intermediary, You shall provide not use the System transaction data You receive in Your capacity as a Financial Intermediary to You in conformity with the terms of this Agreement and Applicable Law;
(ii) it shall use commercially reasonable efforts to implement and use appropriate security technologies in order to ensure the integrity of your benefit as a Liquidity Provider and/or a Liquidity Taker or for any other purposes other than fulfilling your Financial Intermediary services on the System;
(iii) it has obtained and will maintain all authorizations and approvals required under Applicable Law to be able to provide the System to You and enter into any Transactions through the System, and perform its obligations under those Transactions and this Agreement. Notwithstanding the foregoing, You understand and agree that Citibank may not be licensed, registered, authorized, or otherwise permissioned in all jurisdictions, and You will be responsible for ensuring that any activity that You engage in using the System in any jurisdiction is include additional spreading of prices to Financial Intermediary customers in accordance with Applicable Lawthe terms herein.
(l) In the event that applicable law requires You to be classified, You agree that Your classification shall be as an eligible counterparty and/or eligible contract participant.
(m) You shall allow ROCHE FINANCE and its technology providers the license and right to add (sub)pips to prices transmitted through the System. To the extent You provide pricing, You shall provide pricing to the System to the fifth decimal place. ROCHE FINANCE and its technology providers may modify, spread, and/or add (sub)pips to the prices shown to You on the System.
(n) In the event of improper activity and/or requirement of a credit provider and/or ROCHE FINANCE, ROCHE FINANCE may suspend, restrict or place limits on Your ability to transact on the System without notice, in its sole discretion. Further, if you act as Liquidity Taker, any Liquidity Provider or Financial Intermediary may, in their sole discretion, refuse to act on any of your requests, instructions or transactions. Such refusal, however, shall not affect any transactions completed or properly in process prior to termination of an instruction.
Appears in 1 contract
Samples: Institutional Access Agreement
