Terms of Use
Access to the ICAP website (the “Site”) defined below
is provided by ICAP. For purposes of this agreement, "ICAP" shall mean
ICAP plc and its subsidiaries, affiliates, and their officers, directors, managing
directors, partners, and employees. The "Site" shall mean the website
of ICAP located at icap.com, and the website of its subsidiary companies and affiliates.
These Terms of Use Agreement (the "Agreement") describes
your rights and responsibilities and states the terms and conditions under which
you may use this Site. Please read this document carefully. The term “you”
as used herein refers to all individuals and/or entities accessing the Site for
any reason. By continuing to use the Site (in whole or in part),
you are indicating your acceptance to be bound by the terms and conditions of this
Agreement between you and ICAP. If you do not accept the terms and conditions
stated here, ICAP is not willing to allow you to use the Site and you should immediately
stop using the Site. You must be at least 18 years of age to use the
Site. If you are not at least 18 years old, you should immediately stop using
the Site. It is your responsibility to review this Agreement periodically.
ICAP reserves the right to modify this Agreement from time to time without notice
and in its sole discretion at any time by updating this Site, and your continued
use of the Site after any modifications by ICAP shall constitute your acceptance
of such modifications.
Scope of Use
The Site and any and all information, data and other content provided to you via
the Site (collectively the “Information”) provided
on the Site is provided by ICAP and its third party information providers ("Information
Providers") in the course of its business as a Recognised
Investment exchange and pursuant to the regulatory requirements to which it is subject.
This Information may not be redistributed by you without ICAP's prior written consent.
The Site is directed at users within the European Economic Area (“EEA”)
only, and no representation of any sort is made to any other person, unless otherwise
specifically stated in writing in this Site. Information provided on the Site may
be delayed as determined by ICAP in its sole discretion. ICAP reserves the right
to modify the Site from time to time without notice and in its sole discretion at
any time. You agree to use the Site and the Information provided thereon only for
your own personal use, and not to reproduce, retransmit, disseminate, sell, distribute,
republish, broadcast, post, circulate or commercially exploit the Information available
on the Site in any manner without the express written consent of ICAP, nor to use
the Information available on the Site for any unlawful purpose. You agree to access
the Information available on the Site manually by request and not programmatically
by macro or other automated means, and to view the Information only as displayed
on your terminal screen and not attempt to upload, intercept, extract or otherwise
collect and/or record the Information through any technological means.
Copyright and Intellectual Property Right Ownership
The Site, and all Information therein, contains material owned by either ICAP or
its Information Providers which is protected under copyright, trademark and other
intellectual property laws. ICAP and its Information Providers, as applicable, own
the copyright to all Information and works of authorship on the Site. All trademarks,
service marks and logos used on the Site are the trademarks, service marks, or logos
of ICAP or its Information Providers, as applicable. You agree that, other than
the right to access the Site and view the Information contained on the Site under
the terms and conditions set forth herein, you acquire no ownership, title, right
or interest of any kind in or to the Site or any portion of any Information on the
Site, and that all title, right and interest therein and thereto remains with ICAP
(and its Information Providers, as may be applicable). You may not copy any of the
Information provided on the Site and must not copy these documents to any website.
Confidentiality
You agree to keep confidential all Confidential Information and shall not disclose
such Confidential Information in any form to any other person without ICAP's prior
written consent. “Confidential Information” means Information
and all other information of a confidential or proprietary nature relating to ICAP
and its respective members, officers, Information Providers, suppliers, and agents
(collectively, the "ICAP Parties") disclosed to you from
time to time in connection with the Information. You are solely responsible for
maintaining the confidentiality and security of any Information and/or your username
and password. You may not reveal your username and/or password to anyone else (save
those within your organisation with a need-to-know for support and control purposes),
allow anyone else to use your username and/or password or use anyone else's username
and/or password. You agree to notify ICAP immediately should you become aware of
any unauthorised use or disclosure of Information or Confidential Information or
any other breach of security.
Disclaimer of Warranties
No Information on the Site is intended (i) as investment, tax, accounting or legal
advice, (ii) as an offer, recommendation or solicitation of an offer to sell or
buy any security or any other financial instrument or to participate in any trading
strategy, or (iii) as an endorsement, recommendation or sponsorship of any security
or other financial instrument. In the UK, Information accessible via the Recognised
Investment Exchange is intended for use only by persons who have professional experience
in matters relating to investments falling within Articles 19(5) and 49(2)(a) to
(d) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005
(as amended), or to persons to whom it can be otherwise lawfully distributed. Everything
on the Site is provided "as is" without any representations or warranties
of any kind (whether express or implied). To the fullest extent permissible under
applicable law, ICAP Parties hereby disclaim all representations and warranties,
express, implied or statutory, including, without limitation, all implied warranties
of title, non-infringement, merchantability, and fitness for a particular purpose,
and all representations and warranties (i) relating to the adequacy, timeliness,
accuracy or completeness of any Information on the Site including but not limited
to the appropriateness of the information, methodology and/or any derived price
contained on the Site, (ii) that your use of the Site will be uninterrupted, error-free,
or secure, (iii) that defects will be corrected, (iv) that the Site or the servers
on which the Site is hosted are free of viruses or other harmful components, or
(v) any loss of profit, business or goodwill or any indirect or consequential loss
or special or exemplary damage arising in connection with your use of the Information
or otherwise in relation to this Agreement under any theory of liability, regardless
of whether any ICAP Party has been notified of the possibility of such damage or
loss, and (vi) that the Information will operate in conjunction, or be compatible
with any hardware, system, equipment or otherwise. You assume total responsibility
and risk for your use of, or reliance on, the Site and any Information provided
on the Site. Information contained on the Site is subject to change at any time
without notice.
Disclaimer of Damages and Limitation of Liability
To the fullest extent permitted by applicable law, no ICAP Party shall be responsible
or liable for any direct, indirect, incidental, consequential, special, exemplary,
punitive or other losses or damages (including, but not limited to, damages for
loss of profits, loss of business, use, data or other intangible damages, even if
such party has been advised of the possibility of such damages), under any contract,
tort (including, without limitation, negligence and strict liability) or other legal
theory, howsoever caused, arising out of or relating in any way to the Site and/or
any Information contained on the Site, or any errors or omissions therein, or your
use of, or inability to use, or reliance on, the Site. Your sole remedy for dissatisfaction
with the Site and/or Information contained on the Site is to stop using the Site.
In the event that the foregoing disclaimer of liability is held to be invalid or
unenforceable, you agree that the maximum cumulative aggregate liability of the
ICAP Parties to you for all damages, losses, and
causes of action (whether in contract, tort (including, without limitation, negligence
and strict liability), or otherwise) at any time shall be the aggregate cumulative
amount paid by you to ICAP at such time, if any, to access the Site.
Any price or quotations contained on the Site are indicative only and do not constitute
any offer to buy or sell any securities at any given rate. The securities and related
financial instruments described on the Site may not be eligible for sale in all
jurisdictions and may be limited to certain categories of investors.
Indemnity
You agree to indemnify, defend and hold harmless the ICAP Parties from and against
any claim, action or demand, including, without limitation, reasonable legal fees,
made by any third party due to or arising out of your breach of this Agreement.
The fact that ICAP has made the data and services provided on this Site available
to you constitutes neither a recommendation that you enter into a particular transaction
nor a representation that any product described on this Site is suitable or appropriate
for you. Many of the products described on this Site involve significant risks,
and you should not enter into any transactions unless you have fully understood
all such risks and have independently determined that such transactions are appropriate
for you. Any discussion of the risks contained herein with respect to any product
should not be considered to be a disclosure of all risks or complete discussion
of the risks which are mentioned. You should neither construe any of the material
contained herein as business, financial, investment, hedging, trading, legal, regulatory,
tax, or accounting advice nor make this service the primary basis for any investment
decisions made by or on behalf of you, your accountants, or your managed or fiduciary
accounts, and you may want to consult your business advisor, legal, tax and accounting
advisors concerning any contemplated transactions.
Jurisdictional Issues
ICAP makes no representation that (i) materials on the Site are appropriate or available
for use in other locations or (ii) that any products, instruments or services discussed
on the Site are appropriate or available for use or sale in any jurisdiction. If
you choose to access the Site from any location then you do so on your own initiative
and at your own risk, and you are responsible for compliance with all applicable
local laws. ICAP reserves the right to limit the availability of the Site to any
person, geographic area, or jurisdiction it desires, at any time and in its sole
discretion.
Hyperlink
You may not create a hyperlink to the Site without our prior written consent.
Links to Other Websites
The Site may contain links to third-party internet websites or resources. These
links are provided solely as a convenience to you and not an endorsement by ICAP
of the contents of such third-party websites. ICAP neither controls nor endorses
any such other websites, nor has it reviewed or approved any content that appears
on such other websites. You acknowledge and agree that ICAP shall not be held responsible
for the legality, timeliness, accuracy, completeness or appropriate nature of any
information, data or other content, advertising, products, or services located on
or through any other third-party websites, nor for any loss or damages caused or
alleged to have been caused by your use of, inability to use, or reliance on, any
such content, information or data. If you decide to access a linked website, you
do so at your own risk.
Privacy
ICAP's policy with respect to the collection and use of your personal information
is set forth in its Privacy Policy. For more information please click here.
Cookies
ICAP's policy with respect to cookies is set forth in its Cookie Policy. For more
information please click here.
Termination
This Agreement, as amended by ICAP from time to time in accordance with its terms,
shall remain effective indefinitely until terminated (in whole or in part) by ICAP.
ICAP shall have the right to terminate this Agreement (in whole or in part), and/or
terminate, limit or suspend your access to and use of any part of the Site, at any
time in its sole discretion and without the requirement of written notification.
Miscellaneous
This Agreement shall be governed by and construed in accordance with the laws of
England. Jurisdiction for any claims arising under this Agreement shall lie exclusively
with the English Courts. No failure or delay by any ICAP Party in exercising any
right, power or privilege hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise thereof preclude any other or further exercise thereof
or the exercise of any right, power or privilege hereunder. Save that any ICAP Party
may enforce these Terms in accordance with the Contracts (Rights of Third Parties)
Act 1999, none of these Terms shall be enforceable under that Act by a third party.
If any provision of this Agreement is found to be unlawful, void, or for any reason
unenforceable, then that provision shall be deemed severable from this Agreement
and shall not affect the validity and enforceability of any remaining provisions.
This Agreement shall not be assignable or transferable by you except with ICAP's
prior written consent. Any heading, caption or section title contained in this Agreement
is inserted only as a matter of convenience and in no way defines or explains any
section or provision hereof.
Revised: October 2012