Tradeweb Markets Inc.
1. The Licensed Data is provided “as is” without warranty of any kind. Tradeweb and its affiliates expressly disclaim all representations and warranties to Licensee or any other person or entity with respect to the Licensed Data, express or implied, and whether oral or written, including without limitation any warranty or liability for the accuracy, timeliness, completeness or the results to be obtained from use of the Licensed Data as well any implied warranties of noninfringement, merchantability or fitness for a particular purpose. Tradeweb and its affiliates shall not be liable for delays, interruptions, or omissions in the Licensed Data nor, to the extent permitted by law, for any lost profits, special or consequential damages arising out Customer’s use of or inability to use the Licensed Data, even if Licensee has been advised in advance of the possibility of such damages.
2. The Licensed Data is not investment advice and a reference to a particular investment or security or any observation concerning a security or investment provided in the Licensed Data is not a recommendation to buy, sell or hold such investment or security or make any other investment decisions.
3. Tradeweb, its affiliates or their suppliers have exclusive proprietary rights in the Licensed Data and no proprietary rights in or to the Licensed Data are being transferred to Licensee. Misappropriation or misuse of the Licensed Data shall cause serious damage to Tradeweb and in such event money damages may not constitute sufficient compensation to Tradeweb; consequently, Licensee agrees that in the event of any misappropriation or misuse, Tradeweb shall have the right to obtain injunctive relief in addition to any other legal or financial remedies to which Tradeweb may be entitled.
4. Subscriber shall not use or permit anyone to use the Licensed Data for any unlawful or unauthorized purpose.
5. The Licensed Data is being provided to Licensee solely for such Licensee’s internal use and Licensee is not authorized or permitted to (i) transfer, sell, lease, license, sublicense, distribute, disclose divulge or make available the Licensed Data (or any analysis thereof), or permit use of or access to the Licensed Data by any third party, except that Licensee may use limited excerpts of the Licensed Data in their client’s statement reports, (ii) alter, copy, modify, or create derivative works of the Licensed Data (including Derived Data) or use the Licensed Data to create or contribute to any algorithm, product or service, (iii) reverse engineer, disassemble, decompile, decode or otherwise derive or gain access to the source of the Licensed Data or methods used to compile the Licensed Data, (iv) contest, challenge or otherwise make any claim or take any action adverse to Tradeweb’s ownership of, or interest in, the Licensed Data, or (vi) use the Licensed Data in a manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any third party, or that violates applicable law.
6. Access to the Licensed Data is subject to termination in the event that any agreement between Subscriber and Tradeweb relating to the provision of the Licensed Data terminates for any reason.
7. Tradeweb shall have direct audit and inspection rights with respect to each Licensee, in order to verify the correct use of the Licensed Data and compliance with the provisions of the Service Agreement by Licensee.
8. Tradeweb may enforce its rights against Licensee as the third-party beneficiary of the Service Agreement with such Licensee, even though Tradeweb is not a party to that agreement.
