Exhibit B to Schedule 6 Standard Form End-User Agreement
Chicago Mercantile Exchange Inc. (“CME Inc.”) and CME Group International Market Data Limited (“CMEGIMD”) (CME Inc. and CMEGIMD collectively, “CME”), in consideration of the terms and conditions herein set forth hereby grants to Customer, and Customer accepts, a personal, nontransferable and nonexclusive license to use the Market Profile® or Market Profile™ (as applicable) Graphic format (It shall be referred to herein as the “Licensed Product”). Market Profile® or Market Profile™ is a graphic reflecting price/time relationships. The Licensed Product is supplied by means of an electronic transmission by
NAME OF VENDOR
(‘Vendor”), subject to the following terms and conditions:
NAME AND ADDRESS OF VENDOR
on the first day of every calendar month until the Customer terminates its service with Vendor, provided, however, that such license fee may be included in the service fee payable by the Customer to Vendor pursuant to a “Service Agreement” separately executed between Vendor and Customer. Vendor shall be entitled to change the fees enumerated in this Paragraph upon thirty (30) days written notice to the Customer. In the event Customer fails to remit any license fees within thirty days of the date due and payable, CME or Vendor may immediately terminate this Agreement. The license fees specified in this Agreement are exclusive of any tariffs, duties or taxes, however designated, levied or based upon this Agreement. The Customer agrees to pay and be responsible for all such taxes and levies (exclusive, however, of taxes based upon CME’s net income). Either the Vendor or CME may terminate this license upon thirty (30) days prior written notice to Customer. CME reserves the right to adjust the licenses fees with a 90 notice to Vendor.
3. RESTRICTIONS ON COPYING AND TERMINATION. The Customer acknowledges that CME or its designated agent shall be entitled to disable the Software so that it no longer offers the Licensed Format. Customer agrees that neither CME nor its designated agent shall be liable to Customer for any damages whatsoever caused by disabling the Licensed Format.
Customer shall not remove or alter any copyright notice on the Licensed Format and shall include same on any copies of the Licensed Format made by it. The provisions of this Section 3 shall survive termination of this Agreement for any reason.
EVENT W ILL CME BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES RESULTING FROM ANY DEFECT IN THE LICENSED PRODUCT EVEN IF CME HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE SALES PERSONNEL, EMPLOYEES VENDORS AND DEALERS OF CME ARE NOT AUTHORIZED TO MAKE W ARRANTIES BINDING ON CME ABOUT THE LICENSED PRODUCTS. ACCORDINGLY, ADDITIONAL ORAL OR WRITTEN STATEMENTS DO NOT CONSTITUTE WARRANTIES, AND SHOULD NOT BE RELIED UPON AND ARE NOT PART OF THIS LICENSE AGREEMENT. ALTHOUGH EVERY EFFORT W ILL BE MADE TO ENSURE ACCURACY, NEITHER CME NOR ANY OTHER PARTY FURNISHING INFORMATION OR TRANSMISSION SERVICE TO ANY CUSTOMER OR TO ANY OTHER PARTY INVOLVED IN INFORMATION DISTRIBUTION PERTINENT TO THIS AGREEMENT, SHALL HAVE ANY OBLIGATIONS OR LIABILITY TO OR THROUGH THE CUSTOMER W ITH RESPECT TO FURNISHING SUCH SERVICE, NOR FOR ANY INTERRUPTIONS, DELAYS, INACCURACIES, ERRORS OR OMISSIONS IN THE INFORMATION INCLUDED IN THE SERVICE OR IN THE TRANSMISSION OF SUCH INFORMATION, NOR ANY DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (OF WHATEVER NATURE) ARISING FROM THE ABOVE; NEITHER SHALL CME, OR ANY OTHER PARTY INVOLVED IN INFORMATION DISTRIBUTION PERTINENT TO THIS AGREEMENT BE LIABLE FOR ANY LOSSES, CLAIMS OR DAMAGES ARISING FROM CUSTOMER'S USE OF THE LICENSED PRODUCT. CUSTOMER SHALL DEFEND, INDEMNIFY AND HOLD CME, OR ANY OTHER PARTY INVOLVED IN INFORMATION DISTRIBUTION PERTINENT TO THIS AGREEMENT, FREE FROM ANY ACTIONS, CLAIMS, PROCEEDINGS, OR LIABILITIES W ITH RESPECT TO THIS DISCLAIMER. IF THE FOREGOING DISCLAIMER AND W AIVER OF LIABILITY SHOULD BE DEEMED INVALID OR INEFFECTIVE, CME ITS DIRECTORS, OFFICERS OR EMPLOYEES SHALL NOT BE LIABLE IN ANY EVENT BEYOND THE SUM EQUAL TO ONE YEAR'S FEES PAID BY CUSTOMER TO CME. SUCH DISCLAIMER AND INDEMNITY SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.
CUSTOMER ACKNOW LEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. FURTHER, CUSTOMER AGREES THAT THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETW EEN THE PARTIES W ITH RESPECT TO THE SUBJECT MATTER; ALL PROPOSALS, REPRESENTATIONS, STATEMENTS, NEGOTIATIONS AND PRIOR AGREEMENTS, ORAL OR W RITTEN, AND ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE MATTER OF THIS AGREEMENT ARE SUPERSEDED HEREBY.
Print Name and Address: Customer’s Signature
CME MDLA 11112013