- For the purpose of his Agreement, the following terms shall have the
meanings set out below:
(a) "Bid/Ask Data: Means the bid-ask quotations as quoted for
securities traded on the Bdm, to be provided on a timely basis upon
request subject to limitations imposed by systems and communications
network capacity.
(b) "Last Sale Data" means, at any given time, those last
sale prices which reflect completed transaction for securities traded on
the Bdm, to be provided on a timely basis following the occurrence of each
transaction subject to limitations imposed by systems and communications
network capacity.
(c) "Market Data" means the trading information with respect
to securities traded on BdM, including, without limitation, Last Sale Data
Bid/Ask Data.
(d) "Interrogation Unit" means an intelligent or passive
device used by a Subscriber to receive current Bid/Ask and /or Last Sale
Data for subsequent display, interrogation, processing, storage or
communication as a result of a broadcast of the information to the device
or as a response to an inquiry.
- This Agreement authorizes the Subscriber to receive the Market Data.
The Vendor from which the Market Data is to be received by Subscriber, and the type of
electronic interrogation equipment through which such Data is received are:
The total number of "Interrogation Units" (defined herein) as of this date to
covered by this Agreement is which are located in the
office (s) located:
as set forth in Appendix A attached hereto
and made a part of this Agreement. Units may be added to each office location upon written
notification to the Vendor.
- The type of business conducted by the Subscriber and the location ( s) where the
Market Data is
to be received is (are) set forth in Appendix A to the Subscriber
Application Agreement attached hereto, as it may be amended, modified or
supplemented from time to time.
- The Subscriber will give written notice to the BdM and the Vendor of any change of name,
nature or place of business at which the Market Data is received.
- The Subscriber is not and will not be engaged in the operation of any illegal business
and will not use, or permit anyone else to use, the Market Data obtained, or any part thereof,
for any illegal purpose.
- The Market Data received is for the Subscriber's individual use in its business at the places
set forth in Appendix A. The Subscriber will not furnish the Data received, or any part
thereof, to any person, firm or corporation not to any other office or
place, including a branch office , nor will it copy , reproduce or
retransmit Market Data without written approval from the Bdm.
Trade-Marks and logos displayed on the Market Data are registered or
unregistered marks or logos of BdM or others, are the property of their
respective owners and may not be used without written permission of the
owner of such marks or logos. If the
Subscriber shall furnish, or permit to be furnished, the Market Data
received, or any part thereof, to any person, firm or corporation without
the approval of the BdM and in contravention of this Agreement, the BdM may
take any action against such person, firm or corporation to whom the same is
furnished to prevent the receipt of use thereof by said person, firm or
corporation wither with or without making the Subscriber a party to such
action.
(a) The fee to be paid by the Subscriber is based on the
total quantity of "Interrogation Units" and is set forth
in Market Data Subscriber's Rates Table.
(b) There is no fee for Market Data which is delayed by
(15) minutes or more.
(c) The full monthly fees for any
particular work shall be payable for any interrogation Unit that
receives Market Data on or prior to the fifteenth (15th
)of such particular month. In the event receipt of Market Data
only occurs after the fifteenth ( 15th ) of the
month, there will be no charge for such particular month.
(e) The amount of any invoice
becomes due and payable by the Subscriber thirty (30) days
following date of invoice. Any payment not so forwarded shall be
subject to a late payment charge. The late payment charge shall be
charged against the amount no so received multiplied by an
interest rate of eighteen percent (18%) per annum, or as otherwise
mandated by regulatory or governmental authorities; but in no
event shall the applicable interest rate exceed the maximum rate
permitted under applicable usury laws.
(f) In the event the above fees are changed pursuant to
amendment (s) by the BdM, the Subscriber agrees to pay the new rate effective upon
sixty (60) day prior written
notification of such change.
1. The BdM shall be entitled, without any liability to subscriber or to any other person,
firm or corporation to make such changes in the speed or other characteristics of the
signals presently being furnished by it, as the BdM may from time to time determine (
whether or not such changes would require changes to be made by the Vendor or Subscriber
to its or their model(s) or operation or would render its or their equipment or software
unsatisfactory or inoperative).
2. Neither the BdM nor the approved participants, managers, officers, employees or agents of
the BdM guarantees the sequence, accuracy or completeness of the Market Data. The
BdM, its approved participants, managers, officers, employees and agents shall not be liable in any way to
Subscriber or to any other person, firm or corporation for any delays, inaccuracies,
errors or omissions form the Market Data, or in the transmission or termination thereof, or any
nonperformance or interruption of service, or for any damages, consequential or otherwise,
arising therefrom or occasioned thereby, whether or not resulting from negligence on his,
its or their part. The BdM, its approved participants, managers, officers, employees and agents shall not
any event, including its own negligence, be liable beyond the actual
amount of loss or damage, or the sum of FIFTY ($50.00) Dollars, whichever is less.
3.The Subscriber shall indemnify and hold harmless and defend the BdM, its
approved participants, managers, officers, employees and agents shall,
from and against any suits, proceedings at law or in equity, and
any and all liability, loss or damage, including reasonable solicitors'
fees, arising out of in connection with any claim made by any person, firm or corporation
in respect of delays in providing #errors in or omissions from the
Market Data or the transmission or delivery thereof or the failure to
supply any of the Market Data to the Vendor.
4. The Subscriber acknowledges that the Bdm may, on its sole discretion,
terminate the right of any or all persons, firms or corporations including
the Subscriber, to receive all or any part of the Market Data through the
Vendor's services, and the BdM shall not be liable to the Subscriber in
any manner whatsoever by virtue of any such termination. The Subscriber
acknowledges that the Vendor shall, forthwith upon written request from
the BdM, cease furnishing any portion of the Market Data to any Subscriber
or group or Subscribers or other person or persons.
5. The BdM does not and will not endorse in any manner any of the equipment through which
the Subscriber receives the Market Data.
6. No part of the equipment through which the Subscriber receives the
Market Data will be located
in any part of its office which is occupied by any other tenant or subtenant, except as
indicated on Appendix A.
7. The Subscriber may terminate this agreement with 30 days prior written notice to the
Vendor and BdM.
8. This Agreement shall be interpreted in accordance with and be governed in all respects by
the laws of Canada and of the province of Quebec.
9. The parties hereto confirm that it is their wish that this Agreement as
well as all other documents relating hereto, including notices, have been
and shall be drawn up in English only. Les parties aux presentes
confirment leur volonte que cette convention de meme que tous les
documents afferents, y compris tous avis s'y rattachant, soient rediges en
anglais seulement.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of
the day and year above written.
