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AGREEMENT FOR
MARKET DATA DISPLAY SERVICES
(Usage-Based Services/Nonprofessional Subscriber
Status )
(Electronic Version)
Trade Ideas LLC,("Vendor") agrees to make "Market
Data" available to you pursuant to
the terms and conditions set forth in this agreement. By
manifesting your assent in
the space indicated below, you ("Subscriber") agree to
comply with those terms and
conditions. Section 1 sets forth terms and conditions of general
applicability. Section
2 applies insofar as Subscriber receives and uses Market Data made
available
pursuant to this Agreement as a Nonprofessional Subscriber.
SECTION 1: TERMS AND CONDITIONS OF GENERAL
APPLICABILITY
1. MARKET DATA DEFINITION - For all purposes of this
Agreement, "Market Data"
means (a) last sale information and quotation information relating
to securities that
are listed on a national securities exchange, (b) such bond and
other equity last sale
and quotation information, and such index and other market
information, as United
States-registered national securities exchanges and national
securities associations
(each, an "Authorizing SRO") may make available and as
the New York Stock
Exchange ("NYSE") or the American Stock Exchange
("AMEX") may from time to
time designate as "Market Data"; and (c) all information
that derives from any such
information.
2. PROPRIETARY NATURE OF DATA - Subscriber understands and
acknowledges that each Authorizing SRO and Other Data Disseminator
has a
proprietary interest in the Market Data that originates on or
derives from it or its
market(s).
3. ENFORCEMENT - Subscriber understands and acknowledges
that (a) the
Authorizing SROs are third-party beneficiaries under this
Agreement and (b) the
Authorizing SROs or their authorized representative(s) may enforce
this Agreement,
by legal proceedings or otherwise, against Subscriber or any
person that obtains
Market Data that is made available pursuant to this Agreement
other than as this
Agreement contemplates. Subscriber shall pay the reasonable
attorney's fees that
any Authorizing SRO incurs in enforcing this Agreement against
Subscriber.
4. DATA NOT GUARANTEED - Subscriber understands that no
Authorizing SRO,
no other entity whose information is made available over the
Authorizing SROs'
facilities (an "Other Data Disseminator") and no information
processor that assists
any Authorizing SRO or Other Data Disseminator in making Market
Data available
(collectively, the "Disseminating Parties") guarantees
the timeliness, sequence,
accuracy or completeness of Market Data or of other market
information or
messages disseminated by any Disseminating Party. Neither
Subscriber nor any
other person shall hold any Disseminating Party liable in any way
for (a) any
inaccuracy, error or delay in, or omission of, (i) any such data,
information or
message or (ii) the transmission or delivery of any such data,
information or
message, or (b) any loss or damage arising from or occasioned by
(i) any such
inaccuracy, error, delay or omission, (ii) non-performance or
(iii) interruption in any
such data, information or message, due either to any negligent act
or omission by
any Disseminating Party, to any "force majeure" (e.g.,
flood, extraordinary weather
conditions, earthquake or other act of God, fire, war,
insurrection, riot, labor dispute,
accident, action of government, communications or power failure,
equipment or
software malfunction) or to any other cause beyond the reasonable
control of any
Disseminating Party.
5. PERMITTED USE - Subscriber shall not furnish Market Data
to any other person
or entity and, subject to Paragraph 10, shall use Market Data only
for its individual
use in its business.
6. DISSEMINATION DISCONTINUANCE OR MODIFICATION -
Subscriber
understands and acknowledges that, at any time, the Authorizing
SROs may
discontinue disseminating any category of Market Data, may change
or eliminate
any transmission method and may change transmission speeds or
other signal
characteristics. The Authorizing SROs shall not be liable for any
resulting liability,
loss or damages that may arise therefrom.
7. DURATION; SURVIVAL - This Agreement remains in effect
for so long as
Subscriber has the ability to receive Market Data as contemplated
by this
Agreement. In addition, Vendor may terminate this Agreement at any
time, whether
at the direction of the Authorizing SROs or otherwise. Paragraphs
2, 3 and 4, and
the first two sentences of Paragraph 8, survive any termination of
this Agreement.
8. MISCELLANEOUS - The laws of the State of New York shall
govern this
Agreement and it shall be interpreted in accordance with those
laws. This
Agreement is subject to the Securities Exchange Act of 1934, the
rules promulgated
under that act, and the joint-industry plans entered into pursuant
to that act. This
writing contains the entire agreement between the parties in
respect of its subject
matter. Subscriber may not assign all or any part of this
Agreement to any other
person. The person manifesting assent to this agreement below
represents and
warrants that it has legal capacity to contract and, if that
person is manifesting
assent on behalf of a proprietorship or a business, partnership or
other organization,
represents and warrants that he or she has actual authority to
bind the organization.
ACCEPTED AND AGREED: I, the "Subscriber" to which the
preceding terms and
conditions refer, acknowledge that I have read the preceding terms
and conditions
of this Section 1, that I understand them and that I hereby
manifest my assent to,
and my agreement to comply with, those terms and conditions by
"clicking" on the
following box:
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SECTION 2: NONPROFESSIONAL SUBSCRIBER
9. NONPROFESSIONAL SUBSCRIBER DEFINITION - "Nonprofessional
Subscriber" means any natural person whom Vendor has
determined to qualify as a
"Nonprofessional Subscriber" and who is not:
(a) registered or qualified with the Securities and Exchange
Commission (the
"SEC"), the Commodities Futures Trading Commission, any
state securities agency,
any securities exchange or association, or any commodities or
futures contract
market or association.
(b) engaged as an "investment advisor" as that term is
defined in Section 201(11) of
the Investment Advisor’s Act of 1940 (whether or not registered or
qualified under
that Act), nor
(c) employed by a bank or other organization exempt from
registration under
Federal and/or state securities laws to perform functions that
would require him or
her to be so registered or qualified if he or she were to perform
such functions for an
organization not so exempt.
10. PERMITTED USE - If Subscriber is a Nonprofessional
Subscriber, he or she
shall receive Market Data solely for his or her personal,
non-business use.
11. PERSONAL AND EMPLOYMENT DATA - As a prerequisite to
qualifying as a
"Nonprofessional Subscriber", Subscriber shall provide
the following information:
Subscriber:
Title/Occupation:
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