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