It is a requirement of certain Exchanges (for example, the Chicago Mercantile Exchange (“CME”) and the London Metal Exchange (“LME”)) that Argus may only make Exchange data provided to it by the Exchange available to the Licensee under an Agreement with the Licensee, under which the Licensee agrees to, and remains in compliance with, the Exchange Terms.
Below are the Exchange Terms which are relevant to the Licensee’s use, access and receipt of the applicable Exchange data that the Licensee is permitted to receive under the applicable Order Form.
Unless otherwise stated, all terms herein shall have the meaning ascribed to them in the Agreement between Argus and the Licensee.
The Exchange Terms are effective from the Commencement Date set out on the applicable Order Form and are incorporated into the Agreement. The Exchange Terms will terminate on the expiry or earlier termination of the applicable Order Form, save that Licensee’s access to the applicable Exchange data may be terminated earlier pursuant to any express termination provision specified in the applicable Exchange Terms. The Exchange Terms shall prevail in the event of any inconsistency between any other terms of the Agreement and the Exchange Terms solely to the extent such inconsistency directly relates to the receipt, access and/or use of Exchange data.
London Metals Exchange Terms
Terms in respect of access, receipt and use of LME Licensed Data (as defined below) (“LME Terms”)
1. For the purposes of the LME Terms only:
“Affiliates” means in relation to an entity, an undertaking which is a subsidiary undertaking or parent undertaking of it, or any undertaking which is a subsidiary undertaking of any such parent undertaking, “undertaking”, “parent undertaking” and “subsidiary undertaking” having the meanings ascribed to them in sections 1161 and 1162 of the Companies Act 2006.
“Benchmark” means any price or index falling within the definition of 'Benchmark' under the Benchmark Regulation, MAR II or MiFIR.
“Benchmark Regulation” means Regulation (EU) 2016/1011 on indices that are used: (i) as benchmarks in financial instruments and financial contracts; or (ii) to measure the performance of investment funds and amending Directives 2008/48/EC and 2014/17/EU and Regulation (EU) 596/2014.
“Derived Data” means data of any kind derived as a result (directly or indirectly) of the LME Licensed Data being Manipulated.
“LME Licensed Data” means any and all data and third party data disseminated directly or indirectly by the LME, which is provided to Argus under the LME Market Data Licence - Distribution Agreement.
“LME Product Specifications” means the specifications, features and/or terms of any “Contract” (as defined in the LME Rules) listed for trading on the LME, as described in the LME Rules.
“LME Rules” means the LME rulebook and any administrative procedures (as defined in the LME rulebook).
“LME Trade Mark” means any trade mark (i) belonging to or used by the LME from time to time; or (ii) that the LME may register or apply to register from time to time, along with any registered trademarks used in connection with third party data that is part of the LME Licensed Data.
“Manipulated” means the acts of amending, adapting, modifying, altering or changing the LME Licensed Data in any way, or to combine, aggregate or incorporate the LME Licensed Data (wholly or in part) with other data of any kind (including by way of calculation) as deemed by the LME in its absolute discretion.
“MAR II” means Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (Market Abuse Regulation).
“MiFIR” means Regulation (EU) No 600/2014 on markets in financial instruments and amending Regulation (EU) No 648/2012.
2. Licensee recognises, acknowledges and agrees that:
(a) LME and its licensors own all Intellectual Property Rights in the LME Licensed Data;
(b) the LME Licensed Data is provided by Argus to the Licensee subject to the terms of a separate agreement with LME;
(c) it is not entitled whether directly or indirectly to redistribute the LME Licensed Data or distribute, redistribute or sell Derived Data to any party;
(d) it is required to provide on request all information requested by Argus and/or the LME for auditing or compliance purposes, and to allow rights of audit by LME and Argus or their appointed representatives;
(e) it is restricted from using the LME Licensed Data and LME Trade Marks (or any part thereof): (i) to Manipulate the LME Licensed Data or to create Derived Data, (ii) or any other Intellectual Property Rights of LME or LME Product Specifications, or any part of them as a reference for the formation, trading, pricing, clearance, and/or settlement of contracts other than LME contracts and (iii) use the LME Licensed Data as a Benchmark or in connection with the determination of a Benchmark or pass the LME Licensed Data to an Administrator (as defined under the Benchmark Regulation) in connection with the determination of a Benchmark; and
(f) Argus shall be entitled to immediately cease disseminating LME Licensed Data to Licensee in the case of non-payment or non-compliance by it with these LME Terms and/or any other separate agreement with Licensee in respect of its access to and use of LME Licensed Data.
3. The Licensee is permitted only to:
a. use the LME Licensed Data for internal business use;
b. disseminate tables, spreadsheets or hypothetical scenarios containing limited and insubstantial amounts of the LME Licensed Data in a non-continuous and ad hoc basis for the purposes of interacting with their customers as far as is necessary to carry out Licensee’s internal business use;
c. back up, store and process the LME Licensed Data only in so far as it is necessary to:
a. carry out use and facilitate internal financial record keeping in relation to use as permitted by (a) and (b) above;
b. comply with the LME Terms; and
c. comply with the all laws and regulations applicable to Licensee.
4. The Licensee:
a. will be responsible for its Authorised Users, and shall assume all risk associated with, any opinions, recommendations, forecasts or other comments made or actions taken by Authorised Users, based in whole or in part on the LME Licensed Data;
b. shall be responsible for controlling access to the LME Licensed Data by Authorised Users, and may be required to provide details of this internal usage to Argus to include in its reports to the LME;
c. shall ensure that it has appropriate systems, rules, procedures and policies in place to allow access to Authorised Users and to ensure Authorised Users’ compliance with all relevant terms of the Agreement (including these Exchange Terms);
d. shall install and maintain suitable control and security systems in order to prevent any unlawful use of the LME Licensed Data or use in violation of this Agreement; and
e. shall install its own physical and software security systems to protect its information technology equipment, in particular a firewall securing all information and telecommunications systems from the intrusion of third parties not authorised under this Agreement.
5. The Licensee shall not:
a. remove the LME Trade Marks from the LME Licensed Data or alter them
b. use the LME Trade Marks in conjunction with any other mark, name, logo, symbol or device;
c. use the LME Trade Marks other than in conjunction with the LME Licensed Data to which they relate;
d. use the LME Trade Marks in such a way as to damage the goodwill or reputation attaching to such LME Trade Marks or the name of the LME or a third party licensor (as applicable), or to otherwise prejudice the validity or enforceability of any such LME Trade Marks;
e. permit access to, distribute, sub-licence or publish the LME Licensed Data or LME Trade Marks to any third party; and
f. use the LME Licensed Data or LME Trade Marks, or any part of them:
a. in breach of any applicable laws or regulations;
b. for any unlawful purpose; or
c. in any way that may in the LME's absolute opinion be considered to bring the LME, its Affiliates, the Data and/or the LME Trade Marks into disrepute.
Chicago Mercantile Exchange Terms
Terms in respect of access, receipt and use of CME Information (as defined below) (“CME Terms”)
1. For the purposes of the CME Terms only:
“Affiliate” means an entity that controls, is controlled by or is under common control with a party. Control means the ownership or control, directly or indirectly, of at least fifty percent (50%) or more of all of the voting shares (or other securities or rights) entitled to vote for the election of directors or other governing authority.
“CME Information” means the CME market prices, volumes and other CME information delivered to Licensee through Argus. By way of example and not limitation, CME Information may include opening and closing range prices, high-low prices, settlement prices, current bid and ask prices, last sale prices, price limits, market depth, time and sales, requests for quotations, estimated and actual contract volume data, other market activity information, index values, index constituents, and information respecting exchange-for related product (EFRP) and against actual (AA) transactions.
2. The Licensee shall not:
(a) redistribute Information outside of its Authorized Users, provided that Licensee may distribute limited extracts of CME Information on an occasional basis to its customers subject to policies applicable to CME Information as set out on the CME website (currently located at www.cmegroup.com/informationpolicies) as they may be amended from time to time, provided that such information: (i) consists of one value per tenor per instrument with no other depth of book; (ii) is provided manually; and (iii) is provided on a push basis only. CME may determine in its sole discretion whether any distribution meets the requirements of this provision;
(b) misrepresent CME Information or deface or remove any trademarks transmitted with CME Information;
(c) use CME Information for any illegal purpose;
(d) use CME Information in any system, process, program, machine or calculation (including, but not limited to, calculation of P&L, portfolio valuation, order processing, use within automated trading systems and automated order routing);
(e) use the CME Information or any portion thereof in the creation, distribution, settlement or maintenance of any derivative work (including but not limited to financial products, indexes, quotes, spot prices, curves, surfaces, contracts for difference (CFDs) and other leveraged products, indicative optimized portfolio values (IOPV), net asset value (NAV), or analytical reference figures or values calculated from CME Information for purposes of fund administration and portfolio management services, risk management services or valuation services based on the CME Information) unless Licensee is licensed to do so by CME;
(f) distribute or permit distribution of CME Information to any entity located in any country subject to comprehensive sanctions by the OFAC and/or identified as a Restricted Entity;
3. Licensee recognises, acknowledges and agrees that:
(a) CME owns all Intellectual Property Rights in the CME Information;
(b) it shall maintain complete and accurate books and records, relating to all access to and use of, CME Information under the Agreement for the most recent five (5) year period;
(c) it must allow CME or any auditors acting on behalf of CME to audit its records and use of the CME Information;
(d) it shall obtain and provide any consent that may be required under all applicable laws, including the Data Protection Laws, as may be needed for CME or any auditors acting on behalf of CME to review and receive Personal Data, including but not limited to Personal Data pertaining to Authorized Users;
(e) Argus may immediately suspend or terminate distribution of CME Information if Argus has reason to suspect non-compliance with any of the Agreement terms or if Argus is required by CME to do so for any reason;
(f) to the maximum extent permitted by law, neither CME or CME’s Affiliates nor any of their respective officer, directors, member, employees, agents, consultants or licensors shall have any liability to Licensee arising from use of the CME Information; and
(g) CME is a third-party beneficiary of the Agreement, is entitled to the rights and benefits thereunder, and may enforce the provisions of the Agreement directly against Licensee as if it were a party thereto.
Terms in respect of access, receipt and use of XE Data (as defined below) (“XE Terms”)
For purposes of the XE Terms only:
“XE Data” means the XE.COM Inc. currency exchange rates and information delivered to Licensee through Argus.