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EXHIBIT 10.3
S&P XXXXXXXX INFORMATION DISTRIBUTION
LICENSE AGREEMENT
AGREEMENT, made as of JUNE 13, 1997 by and between S&P
XxxXxxxx, Inc. a corporation having offices at 000 Xxxxxxxxxx Xxxxxx, Xxxxxxxx,
Xxx Xxxx 0000X, and First International Financial ("Distributor"), having an
office at 0000 00xx Xxxxxx, X.X., Xxxxxxx, Xxxxxxx, Xxxxxx 12T 0R6.
WHEREAS, S&P XxxXxxxx, Inc. gathers, formats and distributes
an information service comprised of certain securities and commodities prices
and other data which is known as the S&P XxxXxxxx Service ("XxxXxxxx") and
WHEREAS, S&P XxxXxxxx, Inc. is licensed to distribute
information from various Stock Exchanges, Commodity Exchanges, and other sources
(collectively, "Sources") as part of S&P XxxXxxxx: and
WHEREAS, the parties desire that certain delayed information
from S&P XxxXxxxx ("the XxxXxxxx Information") as specified in Exhibit A (Part
I), attached hereto, be made available to Distributor for display by Distributor
on its Internet World Wide Web site (collectively, the "Distributor Service"),
as described fully in Exhibit B, attached hereto.
NOW, THEREFORE, the parties mutually agree as follows:
1. DISTRIBUTION LICENSE.
(a) Distributor is hereby granted for the term of this
Agreement a nonexclusive, nontransferable right and license to distribute
electronically the XxxXxxxx Information via the Distributor Service solely for
access by Internet users of the Distributor Service (such users referred to
herein as "Subscribers"), provided that the XxxXxxxx Information is supplied to
the Subscribers by means (such as data encryption, or packet
transmission-digitizing) which prevent unauthorized reception, use or
retransmission and further provided that Distributor has executed in advance any
and all necessary documents with the various Sources, which documents have been
accepted and approved by the Sources. Notice of such Sources' acceptance and
approval must be supplied to S&P XxxXxxxx, Inc. prior to Distributor's use or
distribution of the XxxXxxxx Information.
(b) Distributor agrees and understands that it is not
permitted to sublicense, transfer, or assign its rights hereunder and that it
shall not permit the redistribution of the XxxXxxxx Information by any
Subscriber or by any other third party without the express prior authorization
of S&P XxxXxxxx, Inc. pursuant to a separate agreement or by mutually agreeable
amendment executed and attached hereto.
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2. XXXXXXXX EQUIPMENT.
(a) During the term of this Agreement, S&P XxxXxxxx, Inc.
shall provide Distributor the equipment listed in Exhibit C, attached hereto
("the XxxXxxxx Equipment"), for installation only at the site(s) specified
therein. Distributor shall not relocate the XxxXxxxx equipment without the
written permission of S&P XxxXxxxx, Inc.
(b) S&P XxxXxxxx, Inc. shall, at Distributor's expense and
request, install, furnish, and maintain necessary modems and/or communications
interface equipment.
(c) Distributor shall not attach, or permit or cause to be
attached, any non-XxxXxxxx equipment to the XxxXxxxx communications line or the
XxxXxxxx Equipment without the prior written permission of S&P XxxXxxxx, Inc.
(d) Distributor shall have no right in or to any of the
XxxXxxxx Equipment except for the rights of use herein granted. Distributor
shall pay all extraordinary costs for repair or replacement of the XxxXxxxx
Equipment, over and above ordinary maintenance which shall be performed by S&P
XxxXxxxx, Inc. Such extraordinary maintenance includes electrical work external
to the XxxXxxxx Equipment, maintenance of accessories or attachments, and repair
of damage to the XxxXxxxx Equipment resulting from accident, neglect, misuse,
failure of electrical power or causes other than ordinary use. Distributor shall
promptly return the XxxXxxxx Equipment in good condition, ordinary wear and tear
excepted, upon termination of this Agreement for any reason.
3. XXXXXXXX INFORMATION.
(a) The furnishing to Distributor of the XxxXxxxx Information
is conditioned upon strict compliance with the provisions of this Agreement, the
applicable policies of the Sources, and with all local, state and federal
regulations which might pertain to the use of the XxxXxxxx Information. It shall
be the sole responsibility of Distributor to confirm with the applicable Sources
whether or not all of the XxxXxxxx Information may be distributed by Distributor
to its Subscribers. S&P XxxXxxxx, Inc. may discontinue provision of the XxxXxxxx
Information hereunder, without notice, whenever the terms of its agreements with
the Sources require such discontinuance, or if in its reasonable judgment S&P
XxxXxxxx, Inc. finds a breach by Distributor of any of the provisions of this
Agreement.
(b) Neither S&P XxxXxxxx, Inc., nor any of its affiliates, nor
any Sources make any express or implied warranties (including, without
limitation, any warranty of merchantability or fitness for a particular purpose
or use). Neither S&P XxxXxxxx, Inc., any of its affiliates, or any Sources
warrant that the XxxXxxxx information will be uninterrupted or error-free.
Distributor expressly agrees that its use and distribution of the XxxXxxxx
Information and its use of the XxxXxxxx Equipment is at the sole risk of
Distributor and its Subscribers. S&P XxxXxxxx, Inc., its affiliates, and all
Sources involved in creating or providing the XxxXxxxx Information will in no
way be liable to Distributor or any of its Subscribers for any inaccuracies,
errors or omissions, regardless of cause, in the XxxXxxxx Information or for any
defects or failures in the XxxXxxxx Equipment, or for any damages (whether
direct or indirect, or consequential, punitive or exemplary) resulting
therefrom. The liability of S&P XxxXxxxx, Inc. and its affiliates in any and all
categories, whether arising from contract, warranty, negligence, or
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otherwise shall, in the aggregate, in no event exceed one month's XxxXxxxx
Information Delivery Fee.
(c) Distributor agrees that it shall not display the XxxXxxxx
Information in the Distributor Service without a prominent notice indicating
that the XxxXxxxx Information is being displayed on a minimum fifteen (15)
minute delayed basis, except for where real-time information is displayed.
(d) Distributor also agrees to include S&P Xxxxxxxx'x Terms
and Condition of Use, a copy of which is attached hereto as Exhibit E, within
the Distributor Service in a manner which alerts Subscribers of the
applicability thereof.
(e) Distributor shall clearly and prominently identify S&P
XxxXxxxx as the source of the XxxXxxxx Information by display of the S&P
XxxXxxxx logo (the "Logo") in a manner to be agreed to by the parties.
Distributor shall also create a hypertext or other computer link from the Logo
to the S&P XxxXxxxx Site on the World Wide Web.
(f) Distributor represents and warrants that it has and will
employ adequate security procedures to prevent the unauthorized access to the
XxxXxxxx Information or corruption of the XxxXxxxx Information.
(g) Distributor agrees to indemnify and hold S&P XxxXxxxx,
Inc. and its affiliates harmless from and against any and all losses, damages,
liabilities, costs, charges and expenses, including reasonable attorneys' fees,
arising out of: (i) any liability of S&P XxxXxxxx, Inc. to any Subscriber where
Distributor has failed to include the Terms and Conditions of Use in the
Distributor Service pursuant to Section 3(d) above; or (ii) any breach or
alleged breach on the part of Distributor or any Subscribers with respect to
its/their obligations to obtain prior approvals from appropriate Sources and to
comply with any applicable conditions, restrictions or limitations imposed by
any Source.
(h) S&P XxxXxxxx, Inc. represents that it has the rights and
licenses necessary to transmit the XxxXxxxx Information to Distributor, and that
to the best of S&P XxxXxxxx, Inc.'s knowledge, the license granted to
Distributor hereunder does not infringe any proprietary right or any third party
right at common law or any statutory copyright.
(i) S&P XxxXxxxx, Inc. shall deliver the XxxXxxxx Information
to Distributor at the site(s) set forth in Exhibit C or at such other locations
as Distributor may designate within the continental United States or Canada.
4. PAYMENTS.
In consideration for the license granted to Distributor by S&P
XxxXxxxx, Inc. under this Agreement. Distributor shall make the following
payments to S&P XxxXxxxx. Inc.:
(a) Distributor shall pay to S&P XxxXxxxx, Inc. a basic
XxxXxxxx Information Delivery Fee of $520 per month, including all recurring
charges for XxxXxxxx network connection, modem/line interface equipment, and
standard equipment maintenance services as determined by S&P XxxXxxxx. Inc.'s
standard price list. These charges, plus any
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applicable Source fees and state/local taxes, will be billed monthly in advance.
Nonrecurring charges such as installation, relocation and removals of XxxXxxxx
Equipment will be separately billed in accordance with S&P XxxXxxxx, Inc.'s
then-current standard rates.
(b) Distributor shall pay to S&P XxxXxxxx, Inc. a monthly
Subscriber Fee the amount as calculated using the Schedule of Fees attached
hereto as Exhibit D. The Subscriber Fees will be due and payable on the
fifteenth (15th) day of each month and shall be based upon the number of
Subscriber terminals receiving the XxxXxxxx Information via the Distributor
Service (unless the Guaranteed Minimum is greater and therefore payable).
Together with the Subscriber Fee payment, Distributor shall provide to S&P
XxxXxxxx, Inc. on a monthly basis a list identifying the number of each
Subscriber's terminals accessing the XxxXxxxx Information. S&P XxxXxxxx, Inc.
shall keep such list confidential.
(c) Distributor shall be responsible for the payment of any
and all applicable fees billed to S&P XxxXxxxx, Inc. or directly to Distributor
by Sources, which fees result from Distributor's use and distribution of the
XxxXxxxx Information. Distributor shall also be responsible for payment of any
Subscriber's Source fees which must be paid directly by Distributor to the
Sources. Distributor shall provide to S&P XxxXxxxx, Inc. a copy of its monthly
Source fee reports when and as filed with the Sources.
(d) Any amounts payable to S&P XxxXxxxx, Inc. by Distributor
hereunder which are more than thirty (30) days past due shall bear interest at
the rate of 1-1/2% per month.
(e) S&P XxxXxxxx, Inc. may, in its sole discretion and at any
time following the initial term of this Agreement, change the per-Subscriber fee
payment schedule and/or the XxxXxxxx Information Delivery Fee as specified
herein after having provided written notice to Distributor at least ninety (90)
days in advance of such changes.
(f) S&P XxxXxxxx, Inc. may audit Distributor's records for the
sole purpose of verifying the accuracy of Distributor's reported monthly
Subscriber Fee payments as set forth in Paragraph 4(b), above. Distributor will
make such records readily available to S&P XxxXxxxx, Inc. for inspection during
normal working hours on one week's notice. S&P XxxXxxxx, Inc. agrees that
Distributor's records will be treated as confidential and will not be used for
any purpose other than verifying Distributor's compliance with this Agreement.
Any such audit shall be at S&P XxxXxxxx, Inc.'s expense unless it is determined
that S&P XxxXxxxx, Inc. has been underpaid by an amount exceeding five percent
(5%) of the revenues actually received by S&P XxxXxxxx, Inc. in the period
covered by the audit; in such case, the expense of the audit shall be borne by
Distributor.
5. INFORMATION ENHANCEMENTS; CHANGES TO DATA SPECIFICATION.
(a) Any additions of new Sources or other enhancements to the
XxxXxxxx Information which may be made by S&P XxxXxxxx, Inc. during the term of
this Agreement, while unidentified at this time, will be offered to Distributor
under terms and conditions to be negotiated, provided that (i) S&P XxxXxxxx,
Inc. has the necessary rights to convey such new information to Distributor for
redistribution; and (ii) Distributor and S&P XxxXxxxx, Inc. execute a separate
agreement or an amendment to this Agreement.
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(b) S&P XxxXxxxx, Inc. shall have the right, on at least six
(6) months prior written notice, to change the XxxXxxxx Data Format
Specification, provided that any such change shall be made effective generally
by S&P XxxXxxxx, Inc. to its customers. Distributor shall be responsible at its
own expense for making any modifications to its software necessitated by such
change.
6. TERM.
(a) This Agreement shall take effect upon its execution by an
authorized representative of S&P XxxXxxxx, Inc. and of Distributor.
(b) The term of this Agreement shall be for an initial term of
three (3) years commencing on the first day of service operation and shall
continue thereafter for additional consecutive twelve (12) month terms, unless
written notice of termination shall have been received by either party from the
other at least ninety (90) days prior to the end of the initial term or of any
additional twelve-month term. If S&P XxxXxxxx, Inc. increases charges to
Distributor pursuant to Paragraph 4(f), above, Distributor shall have the option
to terminate this Agreement by written notice to S&P XxxXxxxx, Inc. within sixty
(60) days of Distributor's receipt of notice of such increases; such termination
will become effective no sooner than thirty (30) days from the last day of the
month in which notice of termination by Distributor is received by S&P XxxXxxxx,
Inc. Distributor shall have the right to cancel this agreement by providing at
least ninety (90) days written notice after the first twelve (12) months, only
if Distributor does not continue providing market information as part of its
Distributor's service.
(c) During the term or this Agreement, Distributor shall not
distribute, market, sell and support any other market data feed other than the
S&P XxxXxxxx data feed.
7. MARKETING.
Distributor may not use the names "XxxXxxxx", "SPC.", or "S&P
XxxXxxxx, Inc.", which are proprietary to S&P XxxXxxxx, Inc., or refer to the
XxxXxxxx Information in marketing or advertising materials without the prior
written consent of S&P XxxXxxxx, Inc., such consent not to be unreasonably
withheld. Upon S&P XxxXxxxx, Inc.'s written request, Distributor shall notify
Subscribers by a display in the service itself that S&P XxxXxxxx is the source
of the quote information and any sales literature discussing XxxXxxxx provided
quotes shall list S&P XxxXxxxx as the provider of the service.
8. RIGHTS TO DATA SPECIFICATION; OTHER CONFIDENTIAL INFORMATION.
(a) Distributor agrees and acknowledges that the Data
Specification is a confidential and proprietary trade secret belonging to
XxxXxxxx, and nothing in this Agreement conveys any proprietary rights
whatsoever with regard to the Data Specification to Distributor. The Data
Specification is provided to the Distributor strictly and solely for the purpose
of developing internal computer software to receive the XxxXxxxx Information.
Distributor may not use the Data Specification for any other purpose whatsoever,
including, but not limited to, the development of systems for the receipt or
transmission of computer data. Distributor may not give, transmit, or provide
access to the XxxXxxxx Data Specification to any Subscriber or other third
party. On any termination of this Agreement, regardless of cause, Distributor
shall
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promptly return the Data Specification to S&P XxxXxxxx, Inc. and shall provide a
written certification by an officer that no copies have been retained by
Distributor.
(b) In addition to the duties imposed on Distributor pursuant
to Paragraph 8(a), above, S&P XxxXxxxx, Inc. and Distributor agree to hold
confidential any and all of each other's trade secrets, procedures, formulae,
financial data.
Subscriber lists, and future plans, which may be learned
before and during the term of this Agreement. Notwithstanding the foregoing,
however, such duty of confidentiality shall not extend to information which is
or comes into the public domain, is rightfully obtained from third parties not
under a duty of confidentiality, or which is independently developed without
reference to the other party's confidential information.
(c) The duties of confidentiality imposed herein shall survive
any termination of this Agreement.
9. PREVENTION OF PERFORMANCE.
Neither party shall be liable for any failure in performance
of this Agreement if such failure is caused by acts of God, war, governmental
decree, power failure, judgment or order, strike, or other circumstances,
whether or not similar to the foregoing, beyond the reasonable control of the
party so affected. Neither party shall have any liability for any default
resulting from force majeure, which shall be deemed to include any circumstances
beyond its control. Such circumstances shall include, but are not limited to
acts of the government, fires, flood, strikes, power failures or communications
line or network failures.
10. RIGHT OF TERMINATION IN THE EVENT OF BREACH OR BANKRUPTCY; RIGHT TO
INJUNCTIVE RELIEF.
(a) Either party shall have the right to terminate this
Agreement for material breach by the other party by giving thirty (30) days
prior written notice, such termination to take effect unless the breach is cured
or corrected within such notice period.
(b) If a receiver is appointed for either party's business or
if either party petitions under the Bankruptcy Act and is adjudicated a
bankrupt, declared an insolvent, or makes an assignment for the benefit of
creditors, then the other party shall, upon thirty (30) days prior written
notice, have the right to terminate this Agreement.
(c) Upon termination of this Agreement for any reason.
Distributor shall cease all use and distribution of any of the XxxXxxxx
Information.
(d) In addition to and notwithstanding the above, if
Distributor, or any of its employees, agents or representatives. shall attempt
to use or dispose of the XxxXxxxx Information or the Data Specification in a
manner contrary to the terms of this Agreement S&P XxxXxxxx, Inc. shall have the
right, in addition to such other remedies as may be available to it, to
injunctive relief enjoining such acts or attempt, it being acknowledged that
legal remedies are inadequate.
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11. ASSIGNMENT.
This Agreement may not be assigned, sublicensed or otherwise
transferred by either party without the written consent, except to a wholly
owned subsidiary, of the other party, such consent not to be unreasonably
withheld, provided, however, that no such consent shall be required with respect
to any assignment by S&P XxxXxxxx, Inc. to its parent company, or to any S&P
XxxXxxxx, Inc. affiliate. Any attempted transfer or assignment of this Agreement
in violation of this provision shall be null and void.
12. ENTIRE AGREEMENT.
This Agreement and its Exhibits embodies the entire agreement
between the parties hereto. There are no promises, representations, conditions
or terms other than those herein contained. No modification, change or
alteration of this Agreement shall be effective unless in writing and signed by
the parties hereto.
13. NON-WAIVER.
The failure of either party to exercise any of its rights
under this Agreement for a breach thereof shall not be deemed to be a waiver of
such rights nor shall the same be deemed to be a waiver of any subsequent
breach.
14. NOTICES.
All notices under this Agreement shall be given in writing to
the parties as follows:
To: S&P XxxXxxxx, Inc.
000 Xxxxxxxxxx Xxxxxx
Xxxxxxxx. Xxx Xxxx 00000
Attn.: Xx. Xxxx Xxxxxx
To: First International Financial
0000 00xx Xxxxxx X.X.
Xxxxxxx. Xxxxxxx
Xxxxxx X0X 0X0
Attn.: Xx. Xxxx Xxxx
15. GOVERNING LAW.
This Agreement shall be governed by the laws of the State of
New York and the parties agree to select New York jurisdiction for any claims or
disputes which may arise hereunder.
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IN WITNESS WHEREOF, Distributor and S&P XxxXxxxx, Inc. have
caused this Agreement to be executed by their duly authorized respective
officers, as of the day and year above written.
S&P XXXXXXXX. INC.
By: /s/ Xxxx X. Xxxxxx
Title: V.P of Sales
Date: June 19, 1997
DISTRIBUTOR
By: /s/ Xxxx Xxxx
Title: PRESIDENT
Date: JUNE 13, 1997
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EXHIBITS
X. XXXXXXXX INFORMATION DEFINITION: AUTHORIZED COUNTRIES
B. DESCRIPTION OF DISTRIBUTOR SERVICE
C. LISTING OF XXXXXXXX EQUIPMENT: DISTRIBUTOR DELIVERY SITES
D. SCHEDULES OF SUBSCRIBER FEES
E. TERMS AND CONDITIONS OF USE
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EXHIBIT A
PART 1: INFORMATION DEFINITION
STOCKS:
NYSE
NYSE Corporate Bonds
AMEX. Boston, Philadelphia, Cincinnati, Midwest, Pacific
Stock Exchanges and Instinet, NASD
NASDAQ Over-the-Counter
NASDAQ National Market System
NASDAQ Level II
U.S. Mutual Funds
Alberta Stock Exchange
Canadian OTC Automated Trading System
Montreal Stock Exchange
Toronto Stock Exchange
Vancouver Stock Exchange
STOCK/CURRENCY OPTIONS:
AMEX. OPRA: Chicago Board of Options Exchange
NYSE, Pacific, Philadelphia Stock Exchange
FUTURE EXCHANGES:
Chicago Board of Trade
Chicago Mercantile Exchange
Commodities Exchange Center
Kansas City Board of Trade
Mid-America Commodity Exchange
Minneapolis Grain Exchange
New York Mercantile Exchange
New York Commodity Exchange
Winnipeg Commodity Exchange
BASIC FUNDAMENTAL INFORMATION
U.S. Company names
P/E Ratio
52 week high/low
Dividend Rate
Dividend Amount
Dividend Yield
PART II: AUTHORIZED GEOGRAPHICAL AREA
Distribution of the XxxXxxxx Information may only be made by
Distributor to Subscribers located in the United States and Canada. Subscribers
may access the XxxXxxxx Information outside of the U.S. and Canada but
Distributor shall not purposely market outside of these regions.
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EXHIBIT B
DESCRIPTION OF DISTRIBUTOR SERVICE
DESCRIPTION OF THE SYSTEM
The FIFC quote system has been designed in order to provide
delayed and real-time stock market and related data to individual investors
using the Internet as the data transmission medium. A description of the
hardware and software components of the system are as follows:
HARDWARE
Figure 1.0a below is a schematic of the basic FIFC quote system;
[DIAGRAM APPEARS HERE]
SUBSYSTEMS
We currently have 8 distinct subsystems each providing a
critical piece of functionality.
DATA PARSER
Receives and parses the data feed, sending parsed data to the
quote server.
QUOTE SERVER
Quote server maintains an in memory copy of the latest trading
information for all Symbols.
DATABASE
Database (currently Microsoft SQL) contains subscriber
information, including entitlements, as well as exchange and market information
on Symbols.
APPLET SERVER
Ticker.bat maintains subscriber portfolios and applet options.
Serves as applet interface to quote information which resides in either the
Database or the Quote Server
USER INTERFACE
The user interface is the applet itself (e.g. Portfolio
Manager).
Because an applet can only connect back to the machine from
which it is loaded, the User Interface must be co-located with the Applet
Server(s) so it can be loaded and started in the Subscriber's browser.
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WEB SERVER
The web server is the internet presence for FIFC. It contains
the home page, help files, ticker lookup, login forms and other html/cgi related
files.
SOFTWARE
Typical of most websites, the FIFC quote site features an HTML
interface with the user, but also makes use of innovative Java applets to
provide financial market information to subscribers.
FUNCTIONS THAT THE SYSTEM IS INTENDED TO PERFORM
The FIFC quote system is intended only to provide a "window"
between the financial markets and individual investors, there will no
transactions involved. The system allows registered users to login using their
individual Login ID and password in order to access real-time market
information. (Users must register and provide the information that is required
by the stock exchanges as well as credit card information in order to be
eligible to use the service.)
Through the web site, investors can access information from
all major North American exchanges. i.e. NASDAQ, New York Stock Exchange,
American Stock Exchange, Toronto Stock Exchange, Montreal Stock Exchange,
Vancouver Stock Exchange, Alberta Stock Exchange, etc.
Registered users request real-time updates on equities and
options in a preset portfolio defined by the user, including BBO, Last Sale,
Volume, day hi-lo, 52 wk hi-lo, time of last sale, open, and previous close. The
system provides the quotes in a table format and a ticker format to the user
through a series of graphical user interfaces which have been created using
Java. The system automatically refreshes the information on the screen. The
system is intended to provide a mechanism for investors to track baskets of
securities in real-time.
First International intends to offer three levels of service
at three prices:
delayed data "snapshots" - free
real-time data "snapshots" - $34.95 per month per user
real-time data "continuous tick-by-tick" - $49.95 per month per user
Real-time data is defined by the sources themselves.
A "snapshot" is defined as a moment of market data captured
and displayed to the user. The user does not receive every tick change.
"Continuous tick-by-tick" is defined as a service in which the
user receives every tick change.
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INFORMATION SOURCES TO BE DISPLAYED
As defined in Exhibit A of this agreement.
HOW S & P DATA WILL BE UTILIZED
The data itself is the heart of the FIFC quote system. S & P
data will only be used to the extent that FIFC's registered users request market
information from the system. Only a user who has specifically requested (and
paid for) S & P data will be allowed to access real-time market Information.
The S & P data feed will only be used to support the intended
uses of the FIFC quote system. Data will not be provided to users through any
other vehicle.
PROFILE OF SYSTEM USERS
FIFC quote users are a diverse group of individuals. Perhaps
most important (and most relevant) is the fact that, in accordance with the
exchange agreements, all FIFC quote users will be financial industry
non-professionals. Primary testing and marketing of the site suggests that the
majority of our users are likely to be North American; however, the global reach
of the Internet also allows us to reach users around the world.
DATA EQUIPMENT
Data is received via satellite receiver at the Company's
premises and distributed to the S & P Xxxxxxxx Client Site Processor.
DATA PARSER & QUOTE SERVER
These two programs (S & P Xxxxxxxx Client Site Processor v
3.0) reside in a Digital Equipment Corporation Celebris XL 5166DP with Dual 000
Xxx Xxxxxxx processors, 128MB EDO RAM, 512kb cache, Ethernet PCI 10/100 Mbps,
Windows NT 4.0 Database & Webserver The customer database (currently Microsoft
SQL) and webserver (Microsoft Internet Information Server) reside in a Digital
Equipment Corporation Alpha 1000 Server. The AlphaServer configuration is 000
Xxx Xxxxxxx, 64-bit platform, 128 MB EDO RAM Windows NT Server 4.0.
APPLET SERVER
This program resides in a Digital Equipment Corporation
Celebris XL 5166DP Dual 000 Xxx Xxxxxxx processors with 128MB EDO RAM, 512kb
cache, Ethernet PCI 10/100 Mbps, Windows NT 4.0
USER INTERFACE
The user interface is the applet itself (e.g. Portfolio
Manager). Because an applet can only connect back to the machine from which it
is loaded, the User Interface must be co-located with the Applet Server(s) so it
can be loaded and started in the Subscriber's browser.
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ENTITLEMENT CONTROLS
Entitlements are controlled by First International's
administrative staff. Only users subscribed to the service will receive data.
Users have no control over entitlements. Subscribers access is limited to a
single session per login id, i.e. if a single login id is active another session
cannot be created until the original session is terminated. This eliminates the
action of login id sharing among multiple individuals.
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EXHIBIT C
DESCRIPTION OF XXXXXXXX EQUIPMENT
Licensee will use the XxxXxxxx Digital Data feed from
equipment to be provided at the Licensee's site. The feed will be distributed
through a port of the XxxXxxxx Client Site Processor (CSP) into the head end
service of the Licensee. The XxxXxxxx CSP is fed with 56KB band data run via
satellite equipment.
Licensee location is registered at:
0000 00xx Xxxxxx X.X.
Xxxxxxx, Xxxxxxx
Xxxxxx 12T 0R6
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EXHIBIT D
SCHEDULE OF FEES
Monthly Fees:
Monthly Base Rate $520
Satellite Equipment if needed $200
Subscriber Fees:
# of Subscribers Real-time Continuously Updated # of Subscribers Real-Time Snapshot Basis
1 - 100 $20.00 1 - 100 $5.00
101 - 500 $15.00 000 - 000 x0.00
000 - 0000 $13.00 251 - 500 $3.00
1001 - 10.00 501 - 1000 2.00
1001 - $1.00
NASDAQ Level II $15/user
Full Fundamental Data $ 2/user - if needed
S&P News $10/user - if needed
If Full Fundamental Data and/or S&P News are launched, then a
$1500/month minimum shall apply for the services.
Distributor has the right to distribute the delayed XxxXxxxx
Information to an unlimited number of Subscribers without any additional monthly
fees.
If the above level is not reached, Distributor shall pay S&P
XxxXxxxx a minimum Subscriber Fee of $2500 per month after the first six months.
One-Time Fees:
Installation
Refundable Security Deposit $500
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EXHIBIT E
TERMS AND CONDITIONS OF USE OF XXXXXXXX INFORMATION
All information provided by S&P XxxXxxxx, Inc. ("XxxXxxxx")
and its affiliates (the "XxxXxxxx Information") on __ __ World Wide Web site is
owned by or licensed to XxxXxxxx and its affiliates and any user is permitted to
store, manipulate, analyze, reformat, print and display the XxxXxxxx Information
only for such user's personal use. In no event shall any user publish,
retransmit, redistribute or otherwise reproduce any XxxXxxxx Information in any
format to anyone, and no user shall use any XxxXxxxx Information in or in
connection with any business or commercial enterprise, including, without
limitation, any securities, investment, accounting, banking, legal or media
business or enterprise.
Prior to the execution of a security trade based upon the
XxxXxxxx Information, you are advised to consult with your broker or other
financial representative to verify pricing information.
Neither XxxXxxxx nor its affiliates make any express or
implied warranties (including, without limitation, any warranty or
merchantability or fitness for a particular purpose or use) regarding the
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