Terms of Service

PLEASE READ THESE TERMS AND CONDITIONS OF SERVICE BEFORE USING THIS SITE. By continuing to access or use this site, or any service on this site, you signify YOUR ACCEPTANCE OF THESE TERMS OF SERVICE. From time to time, OTC Markets Group Inc. ("OTC Markets Group" or "OTC Markets") may modify these terms and conditions of service. Accordingly, please continue to review these terms and conditions of service whenever accessing or using this site. Your use of the site, or any service on this site, after the posting of modifications to these terms and conditions of service will constitute YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF SERVICE, as modified. If, at any time, you do not wish to accept the terms and conditions of service, you may not use the site. Any terms and conditions proposed by you which are in addition to or which conflict with these terms and conditions of service are expressly rejected by OTC Markets and shall be of no force or effect.

1. User Consent to Terms and Conditions of Service. You represent that you have read and agree to be bound by the terms and conditions of service ("TOS") for all Web sites owned and operated by OTC Markets Group, including www.otcmarkets.com, www.otcqx.com and www.otciq.com. You further agree: (a) to comply with U.S. law regarding the transmission of any data obtained from the Service (as defined herein) in accordance with the TOS, (b) not to use the Service for illegal purposes, and (c) not to interfere or disrupt networks connected to the Service.

2. Intellectual Property.This Web site, including but not limited to text, content, photographs, video, audio and graphics (the "Service"), is protected by copyrights, trademarks, service marks, international treaties and/or other proprietary rights and laws of the U.S. and other countries. The Service is also protected as a collective work or compilation under U.S. copyright and other laws and treaties. All individual quotes, information, data and other elements making up the Service are also copyrighted works. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained in the Service.

3. Intellectual Property Infringement Claims: It is OTC Markets Group's policy to respond promptly to claims of intellectual property infringement and to terminate subscribers who repeatedly post infringing material on websites maintained by OTC Markets Group. OTC Markets Group will promptly investigate notices of alleged infringement and will take appropriate actions under applicable intellectual property laws. OTC Markets Group will act expeditiously to remove any material or any link to material that is claimed to be infringing. In the event that OTC Markets Group receives information claiming that any material posted on its websites infringes the intellectual property of some person, OTC Markets Group may attempt to contact the subscriber who has posted the material in order to give the subscriber an opportunity to respond to the notice of infringement. Any and all responses to the notice of infringement will be furnished to the complaining party. OTC Markets Group will give the complaining party an opportunity to seek judicial relief prior to restoring any material as a result of the response to the notice of infringement. Notices of any claimed infringement should be sent to Ms. Lisabeth Heese at OTC Markets Group via e-mail to info@otcmarkets.com or via mail to OTC Markets Group, Inc., 304 Hudson Street, 2nd Floor, New York, NY 10013. Please put NOTICE OF INFRINGEMENT in the subject line of all such notifications.

4. Restrictions on Use. You may not use the Service for any illegal purpose or in any manner inconsistent with the TOS. You agree to use the Service solely for your own noncommercial use and benefit, and not for resale or other transfer or disposition to, or use by or for the benefit of, any other person or entity. You agree not to use, transfer, distribute or dispose of any information contained in the Service in any manner that could compete with the business of OTC Markets Group. You acknowledge that the Service has been developed, compiled, prepared, revised, selected and arranged by OTC Markets Group and others (including certain other information sources) through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort and money and constitutes valuable intellectual property and trade secrets of OTC Markets Group and such others. You agree to protect the proprietary rights of OTC Markets Group and all others having rights in the Service during and after the term of this agreement and to comply with all reasonable written requests made by OTC Markets Group or its suppliers of content, equipment or otherwise ("Suppliers") to protect their and others' contractual, statutory and common law rights in the Service. You agree to notify OTC Markets Group in writing promptly upon becoming aware of any unauthorized access or use of the Service by any party or of any claim that the Service infringes upon any copyright, trademark or other contractual, statutory or common law rights.

5. Further Restrictions on Use. YOU MAY NOT COPY, REPRODUCE, RECOMPILE, DECOMPILE, DISASSEMBLE, REVERSE ENGINEER, DISTRIBUTE, PUBLISH, DISPLAY, PERFORM, MODIFY, UPLOAD TO, CREATE DERIVATIVE WORKS FROM, TRANSMIT OR IN ANY WAY EXPLOIT ANY PART OF THE SERVICE, EXCEPT THAT YOU MAY DOWNLOAD MATERIAL FROM THE SERVICE AND/OR MAKE ONE PRINT COPY FOR YOUR OWN PERSONAL, NONCOMMERCIAL USE, PROVIDED THAT YOU RETAIN ALL COPYRIGHT AND OTHER PROPRIETARY NOTICES. THE ANALYSIS AND PRESENTATION INCLUDED IN THE SERVICE MAY NOT BE RECIRCULATED, REDISTRIBUTED OR PUBLISHED BY YOU WITHOUT OTC MARKETS' PRIOR WRITTEN CONSENT. MODIFICATION OF THE SERVICE'S CONTENT WOULD BE A VIOLATION OF OTC MARKETS GROUP'S COPYRIGHT AND OTHER PROPRIETARY RIGHTS. ADDITIONALLY, YOU MAY NOT OFFER ANY PART OF THE SERVICE FOR SALE OR DISTRIBUTE IT OVER ANY OTHER MEDIUM INCLUDING BUT NOT LIMITED TO OVER-THE-AIR TELEVISION OR RADIO BROADCAST, A COMPUTER NETWORK OR HYPERLINK FRAMING ON THE INTERNET WITHOUT THE PRIOR WRITTEN CONSENT OF OTC MARKETS. THE SERVICE AND THE INFORMATION CONTAINED THEREIN MAY NOT BE USED TO CONSTRUCT A DATABASE OF ANY KIND. NOR MAY THE SERVICE BE STORED (IN ITS ENTIRETY OR IN ANY PART) IN DATABASES FOR ACCESS BY YOU OR ANY THIRD PARTY OR TO DISTRIBUTE ANY DATABASE SERVICES CONTAINING ALL OR PART OF THE SERVICE. YOU MAY NOT USE THE SERVICE IN ANY WAY TO IMPROVE THE QUALITY OF ANY DATA SOLD OR CONTRIBUTED BY YOU TO ANY THIRD PARTY. FURTHERMORE, YOU MAY NOT USE ANY OF OTC MARKETS GROUP'S TRADEMARKS, TRADE NAMES OR SERVICE MARKS IN ANY MANNER WHICH CREATES THE IMPRESSION THAT SUCH NAMES AND MARKS BELONG TO OR ARE ASSOCIATED WITH YOU OR ARE USED WITH OTC MARKETS GROUP'S CONSENT, AND YOU ACKNOWLEDGE THAT YOU HAVE NO OWNERSHIP RIGHTS IN AND TO ANY OF THESE NAMES AND MARKS. YOU WILL NOT USE THE SERVICE OR THE INFORMATION CONTAINED THEREIN IN UNSOLICITED MAILINGS OR SPAM MATERIAL. YOU WILL NOT USE ANY OF OTC MARKETS GROUP'S TRADEMARKS, TRADE NAMES OR SERVICE MARKS IN UNSOLICITED MAILINGS OR SPAM MATERIAL. YOU WILL NOT SPAM OR SEND UNSOLICITED MAILINGS TO ANY PERSON OR ENTITY USING THE SERVICE. YOU AGREE TO COMPLY WITH ANY OTHER APPLICABLE TERMS AND CONDITIONS OF SERVICE SET FORTH ON THE SERVICE, INCLUDING THE LINKING AND FRAMING POLICY.

6. License. You acquire absolutely no rights or licenses in or to the Service and materials contained within the Service other than the limited right to utilize the Service in accordance with the TOS. Should you choose to download content from the Service, you must do so in accordance with the TOS. Such download is licensed to you by OTC Markets ONLY for your own personal, noncommercial use in accordance with the TOS and does not transfer any other rights to you.

7. Rights Reserved. All present and future rights in and to trade secrets, patents, copyrights, trademarks, service marks, know-how and other proprietary rights of any type under the laws of any governmental authority, domestic or foreign, including rights in and to all applications and registrations relating to the Service (the "Intellectual Property Rights") shall, as between you and OTC Markets, at all times be and remain the sole and exclusive property of OTC Markets. All present and future rights in and title to the Service (including the right to exploit the Service and any portions of the Service over any present or future technology) are reserved to OTC Markets for its exclusive use. Except as specifically permitted by the TOS, you may not copy or make any use of the Service or any portion thereof. Except as specifically permitted herein, you shall not use OTC Markets Group's Intellectual Property Rights or the Service, or the names of any individual participant in, or contributor to, the Service, or any variations or derivatives thereof, for any purpose, without OTC Markets Group's prior written approval.

NASDAQ OMX Global Subscriber Agreement

The Distributor and its agents may not modify or waive any term of this Section 8. Any attempt to modify this Section 8, except by NASDAQ OMX, is void.

  • 8.1 USE OF DATA. Subscriber may not sell, lease, furnish or otherwise permit or provide access to the Information to any other Person or to any other office or place. Subscriber will not engage in the operation of any illegal business use or permit anyone else to use the Information, or any part thereof, for any illegal purpose or violate any NASDAQ OMX or Securities and Exchange Commission ("SEC") Rule or any Financial Services Authority Rule ("FSA") or other applicable law, rule or regulation. Subscriber may not present the Information rendered in any unfair, misleading or discriminatory format. Subscriber shall take reasonable security precautions to prevent unauthorized Persons from gaining access to the Information.
    • a. Non-Professional or Private Subscriber.- For Non-Professional or Private Subscriber, the Information is licensed only for personal use. By representing to Distributor that Subscriber is a Non-Professional or Private Subscriber, or by continuing to receive the Information at a Non-Professional or Private Subscriber rate, Subscriber is affirming to Distributor and to NASDAQ OMX that Subscriber meets the definition of Non-Professional or Business Subscriber as set forth in Section 12 of this Agreement. A Non-Professional or Private Subscriber shall comply promptly with any reasonable request from NASDAQ OMX for information regarding the Non-Professional Subscriber’s receipt, processing, display and redistribution of the Information.
    • b. Professional or Business Subscriber.- For Professional or Business Subscriber, the Information is licensed for the internal business use and/or personal use of the Professional or Business Subscriber. Professional or Business Subscribers may, on a non-continuous basis, furnish limited amounts of the Information to customers in written advertisements, correspondence or other literature or during voice telephonic conversations not entailing computerized voice, automated information inquiry systems or similar technologies. Upon request, Professional or Business Subscribers shall make its premises available to NASDAQ OMX for physical inspection of Distributor's Service and of Professional or Business Subscriber's use of the Information (including review of any records regarding use of or access to the Information and the number and locations of all devices that receive Information), all at reasonable times, upon reasonable notice, to ensure compliance with this Agreement.

  • 8.2 PROPRIETARY DATA. NASDAQ OMX grants to Subscriber a nonexclusive, non-transferable license during the term of the Agreement to receive and use the Information transmitted to it by Distributor and thereafter, to use such Information as permitted under the terms of this Agreement and/or the NASDAQ OMX Requirements. Subscriber acknowledges and agrees that NASDAQ OMX has proprietary rights to the Information that originates on or derives from markets regulated or operated by NASDAQ OMX, and compilation or other rights to Information gathered from other sources. Subscriber further acknowledges and agrees that NASDAQ OMX 's third-party information providers have exclusive proprietary rights to their respective Information. In the event of any misappropriation or misuse by Subscriber or anyone who accesses the Information through Subscriber, NASDAQ OMX or its third-party information providers shall have the right to obtain injunctive relief for its respective materials. Subscriber will attribute source as appropriate under all the circumstances.
  • 8.3 PAYMENT. Subscriber shall assume full and complete responsibility for the payment of any taxes, charges or assessments imposed on Subscriber or NASDAQ OMX (except for federal, state or local income taxes, if any, imposed on NASDAQ OMX) by any foreign or domestic national, state, provincial or local governmental bodies, or subdivisions thereof, and any penalties or interest relating to the provision of the Information to Subscriber. Interest shall be due from the date of the invoice to the time that the amount(s) that are due have been paid. To the extent permitted by applicable law, Subscriber acknowledges and agrees that the termination of the Distributor's Service for failure to make payments shall not be considered an improper limitation of access by NASDAQ OMX. For Professional or Business Subscribers, if any payment is due directly to NASDAQ OMX under this Agreement, payment in full is due NASDAQ OMX in immediately available funds, in the currency specified by NASDAQ OMX by a check to NASDAQ OMX, by electronic funds transfer to an institution of NASDAQ OMX’s choosing or by any other form of payment as specified by NASDAQ OMX in Appendix 1, within fifteen (15) days of the date of an invoice, whether or not use is made of, or access is made to, the Information.
  • 8.4 SYSTEM. Subscriber acknowledges that NASDAQ OMX, in its sole discretion, may from time-to-time make modifications to its system or the Information. Such modifications may require corresponding changes to be made in Distributor's Service. Changes or the failure to make timely changes by Distributor or Subscriber may sever or affect Subscriber's access to or use of the Information. NASDAQ OMX shall not be responsible for such effects. NASDAQ OMX does not endorse or approve any equipment, Distributor or Distributor's Service.
  • 8.5 EXCLUSIVE REMEDY. NASDAQ OMX shall endeavor to offer the Information as promptly and accurately as is reasonably practicable. In the event that the Information is not available as a result of failure by NASDAQ OMX to perform its obligations under this Agreement, NASDAQ OMX will endeavor to correct any such failure. If the Information is not available, is delayed, is interrupted, is incomplete, is not accurate or is otherwise materially affected for a continuous period of four (4) hours or more during the time that NASDAQ OMX regularly transmits the Information due to the fault of NASDAQ OMX (except for a reason permitted in this Agreement or in NASDAQ OMX’s agreement with the Distributor), Subscriber’s or any other Person’s exclusive remedy against NASDAQ OMX shall be:
    • a. If Subscriber or any other Person continues to receive the Information or any other data and/or information offered by NASDAQ OMX, a prorated month’s credit of any monies due, if any, for the affected Information directly to NASDAQ OMX from Subscriber or, if applicable, from said other Person, for the period at issue; or
    • b. If Subscriber or any other Person no longer receives either the Information or any other data and/or information offered by NASDAQ OMX, a prorated month’s refund of any monies due for the affected Information directly to NASDAQ OMX from Subscriber or, if applicable, from said other Person, for the period at issue.
    Such credit or refund shall, if applicable, be requested in writing to NASDAQ OMX with all pertinent details. Beyond the warranties stated in this section, there are no other warranties of any kind — express, implied, statutory (including without limitation, timeliness, truthfulness, sequence, completeness, accuracy, freedom from interruption), implied warranties arising from trade usage, course of dealing, course of performance or the implied warranties of merchantability or fitness for a particular use or purpose.

  • 8.6 LIMITATION OF LIABILITY.
    • a. Except as may otherwise be set forth herein, NASDAQ OMX shall not be liable to Subscriber, its Distributor or any other Person for indirect, special, punitive, consequential or incidental loss or damage (including, but not limited to, trading losses, loss of anticipated profits, loss by reason of shutdown in operation or increased expenses of operation, cost of cover or other indirect loss or damage) of any nature arising from any cause whatsoever, even if NASDAQ OMX has been advised of the possibility of such damages.
    • b. NASDAQ OMX shall not be liable to Subscriber or any other Person for any unavailability, interruption, delay, incompleteness or inaccuracy of the Information that lasts less than four (4) continuous hours during the time that NASDAQ OMX regularly transmits the Information or if the Information is materially affected for less than four (4) continuous hours during the time that NASDAQ OMX regularly transmits the Information.
    • c. If NASDAQ OMX is for any reason held liable to Subscriber or to any other Person, whether in tort or in contract, the liability of NASDAQ OMX within a single year of the Agreement (one year from the effective data of the Agreement) is limited to an amount of Subscriber’s damages that are actually incurred by Subscriber in reasonable reliance (combined with the total of all claims or losses of Subscriber’s Distributor and any other Person claiming through, on behalf of or as harmed by Subscriber) and which amount does not exceed the lesser of:
      • i. For Subscriber or any other person that continues to receive the Information or any other data and/or Information offered by NASDAQ OMX, a prorated month’s credit of any monies due directly to NASDAQ OMX from Subscriber or, if applicable, from any other Person, for the Information at issue during the period at issue, or if Subscriber or any other Person no longer receives either the Information or any other data and/or information offered by NASDAQ OMX, a refund of any monies due directly to NASDAQ OMX from Subscriber or, if applicable, from any other Person, for the Information at issue during the period at issue; or
      • ii. $500.
    • d. This section shall not relieve NASDAQ OMX, Subscriber or any other Person from liability for damages that result from their own gross negligence or willful tortious misconduct or from personal injury or wrongful death claims.
    • e. Subscriber and NASDAQ OMX understand and agree that the terms of this section reflect a reasonable allocation of risk and limitation of liability.
  • 8.7 DISCLAIMERS OF WARRANTIES. NASDAQ OMX and its third-party information providers make no warranties of any kind — express, implied or statutory (including without limitation, timeliness, truthfulness, sequence, completeness, accuracy, freedom from interruption), any implied warranties arising from trade usage, course of dealing, course of performance or the implied warranties of merchantability or fitness for a particular use or purpose or noninfringement.
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  • 8.8 THIRD-PARTY INFORMATION PROVIDERS' LIMITATION OF LIABILITY. NASDAQ OMX’s third-party information providers shall have no liability for any damages for the accuracy of or for delays or omissions in any of the Information provided by them, whether direct or indirect, lost profits, special or consequential damages of the Subscriber or any other Person seeking relief through Subscriber, even if the third-party information providers have been advised of the possibility of such damages. In no event will the liability of the third-party information providers or their affiliates to Subscriber or any other Person seeking relief through Subscriber pursuant to any cause of action, whether in contract, tort or otherwise, exceed the fee paid by Subscriber or any other Person seeking relief through Subscriber, as applicable.
  • 8.9 CLAIMS AND LOSSES. Subscriber will indemnify NASDAQ OMX and hold NASDAQ OMX and its employees, officers, directors and other agents harmless from any and all Claims or Losses imposed on, incurred by or asserted as a result of or relating to: (a) any noncompliance by Subscriber with the terms and conditions hereof; (b) any third-party actions related to Subscriber's receipt and use of the Information, whether authorized or unauthorized under the Agreement. Each party warrants and represents and will indemnify and hold harmless (and in every case, NASDAQ OMX shall be permitted to solely defend and settle) another party (including NASDAQ OMX) and their officers, directors, employees and other agents, against any Claims or Losses arising from, involving or relating to a claim of infringement or other violation of an intellectual property right by the indemnifying party, its actions or omissions, equipment or other property. This right is conditioned on the indemnified party giving prompt written notice to the indemnifying party (as does not prejudice the defense) of the Claims or Losses and providing cooperation in the defense of the Claims or Losses (without waiver of attorney-client, work-product or other legal privilege, or disclosure of information legally required to be kept confidential).
  • 8.10 TERMINATION. Subscriber acknowledges that NASDAQ OMX, when required to do so in fulfillment of statutory obligations, may by notice to Distributor unilaterally limit or terminate the right of any or all Persons to receive or use the Information and that Distributor will immediately comply with any such notice and will terminate or limit the furnishing of the Information and confirm such compliance by notice to NASDAQ OMX. Any affected Person will have available to it such procedural protections as are provided by the Act and applicable rules thereunder. In addition to terminations permitted under the Distributor's agreement, this Agreement may be terminated by Subscriber with thirty (30) days written notice to Distributor and by NASDAQ OMX with thirty (30) days written notice either to Distributor or Subscriber. NASDAQ OMX may also alter any term of this Agreement with ninety (90) days written notice either to Distributor or Subscriber, and any use after such date is deemed acceptance of the new terms. In the event of Subscriber breach, discovery of the untruth of any representation of Subscriber, or where directed by the SEC in its regulatory authority, NASDAQ OMX may terminate this Agreement with not less than three (3) days written notice to Subscriber provided either by NASDAQ OMX or Distributor.

  • 8.11 AMENDMENTS/AGREEMENT. Except as otherwise provided herein, no provision of this Agreement may be amended, modified or waived. No failure on the part of NASDAQ OMX or Subscriber to exercise, no delay in exercising and no course of dealing with respect to any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege under this Agreement. If any of the provisions of this Agreement or application thereof to any individual, entity or circumstance is held invalid or unenforceable, the remainder of this Agreement, or the application of such terms or provisions to individuals, entities or circumstances other than those as to which they are held invalid or unenforceable, shall not be affected thereby and each such term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. In the event of any conflict between the terms of this Agreement and of the Distributor's agreement, the terms of this Agreement shall prevail as between NASDAQ OMX and Subscriber.
  • 8.12 DEFINITIONS.

  • "Act" shall mean the Securities Exchange Act of 1934, applicable only to Information disseminated from a NASDAQ OMX Market in the United States.

    "Affiliate" shall mean any individual, corporation, company, partnership, limited partnership, limited liability company, trust, association or other entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with such party.

    "Claims or Losses" - Any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, judgments, settlements and expenses of whatever nature, whether incurred by or issued against an indemnified party or a third party, including, without limitation, (a) indirect, special, punitive, consequential or incidental loss or damage, (including, but not limited to, trading losses, loss of anticipated profits, loss by reason of shutdown in operation or increased expenses of operation or other indirect loss or damage), and (b) administrative costs, investigatory costs, litigation costs and auditors' and attorneys' fees and disbursements (including in-house personnel).

    "Distributor" shall mean Distributor and its Affiliates as identified in writing to NASDAQ OMX. For purposes of this agreement, "Distributor" shall mean "Vendor".

    "Distributor's Service" - The service from a distributor, including the data processing equipment, software and communications facilities related thereto, for receiving, processing, transmitting, using and disseminating the Information to or by Subscriber.

    "FSA" shall mean a Financial Services Authority in Sweden, the United Kingdom, or other jurisdiction other than the United States.

    "Information" shall mean certain market data and other data disseminated that has been collected, validated, processed, and recorded by the System or other sources made available for transmission to and receipt from either a Distributor or from NASDAQ OMX relating to: a) eligible securities or other financial instruments, markets, products, vehicles, indicators, or devices; b) activities of a NASDAQ OMX Company; c) other information and data from a NASDAQ OMX Company. Information also includes any element of Information as used or processed in such a way that the Information can be identified, recalculated or re-engineered from the processed Information or that the processed Information can be used as a substitute for Information.

    "NASDAQ OMX" shall mean the regulated securities and options exchange subsidiaries of NASDAQ OMX and other regulated market subsidiaries of NASDAQ OMX, including, but not limited to , The NASDAQ Stock Market ("NASDAQ"), the OMX Nordic Exchange ("OMX"), NASDAQ OMX BX ("BX"), NASDAQ OMX PHLX ("PHLX"), the Philadelphia Board of Trade ("PBOT"), and NASDAQ OMX Europe. The NASDAQ OMX Markets are each a “NASDAQ OMX Market.”

    "NASDAQ OMX Markets" shall mean the regulated securities and options exchange subsidiaries of NASDAQ OMX and other regulated market subsidiaries of NASDAQ OMX, including, but not limited to, The NASDAQ Stock Market ("NASDAQ"), the OMX Nordic Exchange ("OMX"), NASDAQ OMX BX ("BX"), NASDAQ OMX PHLX ("PHLX"), the Philadelphia Board of Trade ("PBOT"), and NASDAQ OMX Europe. The NASDAQ OMX Markets are each a "NASDAQ OMX Market."

    "NASDAQ OMX Global Subscriber Agreement" shall mean this Section 7.

    "NASDAQ OMX Requirements" -All (i) rules, regulations, interpretations, decisions, opinions, orders and other requirements of the SEC or an FSA, as may be applicable based upon the NASDAQ OMX Market from which the Information is received ; (ii) the rules and regulations, disciplinary decision and rule interpretations applicable to NASDAQ OMX Markets (iii) the NASDAQ OMX Markets' decisions, policies, interpretations, operating procedures, specifications, requirements, and other documentation that is regulatory or technical in nature (including, but not limited to, user guides) published on the NASDAQTrader website located at www.NASDAQTrader.com or another website accessible by and made known to Distributor; and (iv) all other applicable laws, statutes, rules, regulations, orders, decisions, interpretations, opinions, and other requirements, whether promulgated by the United States, England, Sweden or any other applicable jurisdiction (including in the area of intellectual property); and (v) the successors, as they may exist at the time, of the components of the NASDAQ OMX Requirements.

    "NASDAQ Trader" shall mean the website located at www.NASDAQTrader.com or its successor site(s).

    "Or" - Includes the word "and".

    "Person" - Any natural person, proprietorship, corporation, partnership or other entity whatsoever.

    "Subscriber" - When it appears alone, the word "Subscriber" encompasses all Non-Professional, Private, Professional and Business Subscribers. All subscribers are deemed Professional or Business unless they are qualified as Non-Professional or Private Subscriber.

    U.S. Information
    "Non-Professional Subscriber" Any natural person who is NOT:
    • (a) registered or qualified in any capacity with the SEC, the Commodities Futures Trading Commission, any state securities agency, any securities exchange or association or any commodities or futures contract market or association;
    • (b) engaged as an "investment advisor" as that term is defined in Section 202(a)(11) of the Investment Advisors Act of 1940 (whether or not registered or qualified under that Act); or
    • (c) employed by a bank or other organization exempt from registration under federal or state securities laws to perform functions that would require registration or qualification if such functions were performed for an organization not so exempt.
    "Professional Subscriber" All other persons who do not meet the definition of Non-Professional Subscriber.
    Non-U.S. Information
    "Private Subscriber" A natural person for the purpose of managing the Subscriber's own personal investment and not for any business purpose, nor for the purpose of giving any form of advice to the other person. A Private Use Subscriber may not:
    • (a) contract for, receive or use Information for the purpose of Private Use on behalf of any other person or any corporation, partnership, limited liability company, trust, association or other form of entity,
    • (b) contract for, receive or use Information for the purpose of Private Use in any Service that is paid for by another person or any corporation, partnership, limited liability company, trust, association or other form of entity.

    A Private Use Subscriber shall, not withstanding the above:

    • (c) be permitted to contract for, receive or use Information on behalf of or paid for by another natural person (person B) provided that (1) it's for the purpose of managing person B's own personal investment and not for any business purpose, and (2) person B have filed a power of attorney or equivalent documentation accordingly with Licensee,
    • (d) be permitted to contract for, receive or use Information for Private Use on behalf of and/or paid for by a legal entity or other form of non-natural Person in which the Private Sue Subscriber has full (100%) ownership and exercises full (100%) control,
    • (e) Sections (c) and (d) may not be combined.

    "Business Subscriber" all other persons who do not meet the definition of Private Subscriber.

    "System" shall mean any system NASDAQ OMX has developed for the creation and/or dissemination of Information.

  • 8.13 NASDAQ OMX Global Subscriber Agreement Appendix 1:
  • 1) Information. NASDAQ OMX offers Information that has been collected, validated, processed, and recorded by the System or other sources. For data offered from other sources, the governing laws shall apply as identified below.

    Legal Entity and Principal Place of Business Entity Type Funds Governing Laws
    The Nasdaq OMX Group, Inc.
    One Liberty Plaza
    165 Broadway,
    New York, NY 10006
    Delaware Corporation US Dollars This Agreement shall be construed and enforced in accordance with, and the validity and performance hereof shall be governed by, the laws of the State of New York, without reference to principles of conflicts of laws thereof. Subscriber hereby consents to submit to the jurisdiction of the courts in and of the state of New York in connection with any action or proceeding instituted relating to this Agreement.
    Nasdaq OMX Information LLC
    One Liberty Plaza
    165 Broadway,
    New York, NY 10006
    Delaware Corporation US Dollars This Agreement shall be construed and enforced in accordance with, and the validity and performance hereof shall be governed by, the laws of the State of New York, without reference to principles of conflicts of laws thereof. Subscriber hereby consents to submit to the jurisdiction of the courts in and of the state of New York in connection with any action or proceeding instituted relating to this Agreement.
    OMX Nordic Exchange Oy
    Fabianinkatu 14,
    FI-00131
    Finnish company Euros This Agreement shall be governed by and construed in accordance with the laws of Sweden. Any dispute that cannot be amicably settled that arises out of this Agreement shall be referred to arbitration and shall be conducted in accordance with the rules for expedited arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce. All such proceedings shall be held in Stockholm, and shall be conducted in the English language, which shall also be the language of the documents.
    NASDAQ OMX BX
    One Liberty Plaza
    165 Broadway, New York, NY 10006
    Delaware Corporation US Dollars This Agreement shall be construed and enforced in accordance with, and the validity and performance hereof shall be governed by, the laws of the State of New York, without reference to principles of conflicts of laws thereof. Subscriber hereby consents to submit to the jurisdiction of the courts in and of the state of New York in connection with any action or proceeding instituted relating to this Agreement.
    NASDAQ OMX PHLX
    1900 Market Street
    Philadelphia, PA 19103
    Delaware Corporation US Dollars This Agreement shall be construed and enforced in accordance with, and the validity and performance hereof shall be governed by, the laws of the State of New York, without reference to principles of conflicts of laws thereof. Subscriber hereby consents to submit to the jurisdiction of the courts in and of the state of New York in connection with any action or proceeding instituted relating to this Agreement.
    NASDAQ OMX Europe
    London, England
    British Company British Pounds This Agreement shall construed and enforced in accordance with, and the validity and performance hereof shall be governed by English law, without reference to principles of conflicts of laws thereof. Subscriber hereby consents to submit to the jurisdiction of the courts of England and Wales in connection with any action or proceeding instituted relating to this Agreement.
    NASDAQ OMX Futures Exchange (NFX)
    1900 Market Street
    Philadelphia, PA 19103
    Delaware Corporation US Dollars This Agreement shall be construed and enforced in accordance with, and the validity and performance hereof shall be governed by, the laws of the State of New York, without reference to principles of conflicts of laws thereof. Subscriber hereby consents to submit to the jurisdiction of the courts in and of the state of New York in connection with any action or proceeding instituted relating to this Agreement.
    NASDAQ OMX Commodities AS
    Vollsveien 19, Granfos Næringspark
    1324 Lysaker NORWAY
    Norwegian Company Euros This Agreement shall be governed by and construed in accordance with the laws of Norway. Any dispute that cannot be amicably settled that arises out of this Agreement shall be referred to arbitration and shall be conducted in accordance with the Norwegian Arbitration Act 2004. Unless the parties agree otherwise such proceedings shall be held in Oslo, and shall be conducted in the English language, which shall also be the language of the documents. The proceedings as well as the verdict shall be confidential between the parties, except for information which a party is required to disclose by virtue of law or governmental order.

    2) REQUIREMENTS OF SELF-REGULATORY ORGANIZATION; ACTIONS TO BE TAKEN IN FULFILLMENT OF STATUTORY OBLIGATIONS.

    (a) Subscriber acknowledges that in the United States: (i) several of the NASDAQ OMX Markets are registered with the SEC as national securities exchanges pursuant to Section 6 of the Act, and FINRA is registered with the SEC as a national securities association pursuant to 15A of the Act; (ii) FINRA and NASDAQ OMX have a statutory obligation to protect investors and the public interest, and to ensure that quotation information supplied to investors and the public is fair and informative, and not discriminatory, fictitious or misleading; (iii) Section 19(g)(1) of the Act mandates that FINRA and NASDAQ OMX comply with the NASDAQ OMX Requirements; (iv) NASDAQ OMX has jurisdiction to enforce compliance with certain of the NASDAQ OMX Requirements; (v) FINRA has jurisdiction to enforce compliance with certain of the NASDAQ OMX Requirements; and (vi) NASDAQ OMX is obligated to offer terms that are not unreasonably discriminatory between Subscribers, subject to applicable NASDAQ OMX Requirements. Accordingly, Subscriber agrees that NASDAQ OMX, when required to do so in fulfillment of its statutory obligations, may, temporarily or permanently, unilaterally condition, modify or terminate the right of any or all individuals or entities to receive or use the Information. NASDAQ OMX shall undertake reasonable efforts to notify Subscriber of any such condition, modification or termination, and Subscriber shall promptly comply with any such notice within such period of time as may be determined in good faith by NASDAQ OMX to be necessary, consistent with its statutory obligations. Any Person that receives such a notice shall have available to it such procedural protections as are provided to it by the Act and the applicable rules thereunder.

    (b) Subscriber acknowledges that, in Europe, NASDAQ OMX is obligated to offer terms that are not unreasonably discriminatory between Subscribers, subject to applicable NASDAQ OMX Requirements. NASDAQ OMX when required to do so in fulfillment of the its statutory obligations, may, temporarily or permanently, unilaterally condition, modify or terminate the right of any and all individuals or entities to receive or use the Information. NASDAQ OMX shall notify the Subscriber of any such condition, modification or termination, and the Subscriber shall promptly comply with any such notice within such period of time as may be determined in good faith by NASDAQ OMX to be necessary, consistent with its statutory obligations. If the Subscriber receives such notice, it will have available to it all procedural protections provided to it by statute and any applicable regulatory rules.

    (c) If Subscriber is a member of a NASDAQ OMX Market, then Subscriber expressly acknowledges and agrees that (i) this Agreement does not limit or reduce in any way Subscriber’s obligations and responsibilities as a member of any applicable NASDAQ OMX Market; (ii) this Agreement does not in any way alter the procedures or standards generally applicable to disciplinary or other actions taken by NASDAQ OMX to enforce compliance with, or impose sanctions for violations of, the NASDAQ OMX Requirements; and (iii) the nonpayment of amounts due under this Agreement could result in the suspension or cancellation of Subscriber's membership in a NASDAQ OMX Market in accordance with the NASDAQ OMX Requirements.

9. Disclaimer. You acknowledge that, in providing the Service, OTC Markets is not soliciting or recommending the purchase or sale of any security and that OTC Markets and/or persons supplying quotations or other information in the Service are not making solicitations or recommendations in any jurisdiction where they are not licensed to do so or within which such solicitation would be unlawful. You agree that your use of the Service is at your sole risk and acknowledge that the Service and anything contained therein, including, but not limited to, content, services, goods or advertisements (the "Items") are provided "AS IS" and that OTC Markets makes no warranty of any kind, express or implied, as to the Items, including, but not limited to, merchantability, noninfringement, title or fitness for a particular purpose or use. OTC Markets does not warrant that the Service is compatible with your equipment or that the Service is free of errors or viruses, worms or "Trojan horses" and is not liable for any damage you may suffer as a result of such destructive features. The content of other Web sites, services, goods or advertisements that may be linked to the Service is not maintained or controlled by OTC Markets. OTC Markets is therefore not responsible for the availability, content or accuracy of other Web sites, services or goods that may be linked to, or advertised on, the Service. OTC Markets does not (a) make any warranty, express or implied, with respect to the use of the links provided on, or to, the Service, (b) guarantee the accuracy, completeness, usefulness or adequacy of any other Web sites, services, goods or advertisements that may be linked to the Service or (c) make any endorsement, express or implied, of any other Web sites, services, goods or advertisements that may be linked to the Service. OTC Markets is also not responsible for the reliability or continued availability of the telephone lines and equipment you use to access the Service. You understand that OTC Markets and/or third-party contributors to the Service may choose at any time to inhibit or prohibit their content from being accessed under the TOS.

10. Further Disclaimer. You acknowledge that (i) the Service is provided for information purposes only and is not intended for trading purposes, (ii) the Service includes information taken from the New York Stock Exchange, American Stock Exchange, NASDAQ and other sources, (iii) OTC Markets does not guarantee the sequence, accuracy, completeness or timeliness of the Service and (iv) the provision of certain parts of the Service is subject to the terms and conditions of other agreements to which OTC Markets is a party.

11. Limitation of Liability. ANYTHING TO THE CONTRARY HEREIN SET FORTH NOTWITHSTANDING, UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, WHETHER CAUSED BY OTC MARKETS, ITS OFFICERS, EMPLOYEES, SUBCONTRACTORS, AGENTS, SUPPLIERS OR OTHERWISE, SHALL OTC MARKETS, ITS OFFICERS, EMPLOYEES, AFFILIATES, SUBSIDIARIES, SUCCESSORS, ASSIGNS, SUPPLIERS AND THIRD-PARTY AGENTS BE, DIRECTLY OR INDIRECTLY, LIABLE, IN ANY WAY, TO YOU OR ANY OTHER PERSON FOR ANY INJURY, DAMAGES, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, EVEN IF A OTC MARKETS AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED SPECIFICALLY OF THE POSSIBILITY OF SUCH DAMAGES, OR LOSSES, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE, ANTICIPATED PROFITS, LOST BUSINESS OR ANY OTHER LOSSES, ARISING IN CONNECTION WITH (i) THE SERVICE, (ii) ANY FAULT, INACCURACY, OMISSION, DELAY OR ANY OTHER FAILURE IN THE SERVICE CAUSED BY YOUR COMPUTER EQUIPMENT OR ARISING FROM YOUR USE OF THE SERVICE ON SUCH EQUIPMENT, (iii) INACCURACIES OR ERRORS IN OR OMISSIONS FROM THE SERVICES, INCLUDING BUT NOT LIMITED TO QUOTES AND FINANCIAL DATA, (iv) DELAYS, ERRORS OR INTERRUPTIONS IN THE TRANSMISSION OR DELIVERY OF THE SERVICE, (v) LOSS OR DAMAGE ARISING THEREFROM OR OCCASIONED THEREBY, OR BY ANY REASON OF NONPERFORMANCE, (vi) USE OF OR INABILITY TO USE THE SERVICE, ANY LINKS OR ITEMS ON THE SERVICE, OR (vii) ANY PROVISION OF THE TOS. Applicable law may not allow the limitation or exclusion of liability or incidental or consequential damages. In no event shall OTC Markets' total liability to you for all damages, losses and causes of action (whether in contract or tort, including but not limited to, negligence) exceed the amount paid by you, if any, for accessing this site.

12. Representations and Warranties. You represent, warrant and covenant that: (a) you have the power and authority to enter into this agreement; (b) you are at least eighteen (18) years old; (c) you shall not use any rights granted hereunder for any unlawful purpose; and (d) you shall use the Service only as set forth in the TOS.

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14. Termination. Either you or OTC Markets may terminate the TOS with or without cause at any time and effective immediately. You may terminate the TOS by discontinuing use of the Service and destroying all materials obtained from the Service. These TOS will terminate immediately without notice from OTC Markets if you, in OTC Markets' sole discretion, fail to comply with any provision of these TOS. Upon termination by you or upon notice of termination by OTC Markets, you must destroy promptly all materials obtained from the Service and any copies thereof. Sections two through fourteen (2-14) and seventeen through nineteen (17-19) shall survive any termination of the TOS.

15. Governing Law. These TOS shall be governed and construed in accordance with the laws of the United States and the State of New York, without giving effect to conflicts-of-law principles thereof. You agree to submit to the personal jurisdiction of the state and federal courts located in New York County in the State of New York with respect to any legal proceedings that may arise in connection with the Service or from a dispute as to the interpretation or breach of the TOS.

16. Access Outside the United States. OTC Markets does not represent that materials in the Service are appropriate or available for use in countries outside the United States. If you choose to access the Service from outside the United States, you are responsible for compliance with foreign and local laws. Software from the Service is further subject to United States export controls and may not be downloaded, exported or re-exported (i) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, Sudan, or any other country to which the U.S. has embargoed goods or (ii) to anyone on the U.S. Treasury Department's Table of Deny Orders. By using the Service, you represent and warrant that you are not located in, controlled by or a national or resident of any such country or on any such list.

17. Miscellaneous. You accept that OTC Markets Group has the right to change the content or technical specifications of any aspect of the Service at any time at OTC Markets' sole discretion. You further accept that such changes may result in your being unable to access the Service.

18. Headings. The section titles in the TOS are used solely for the convenience of you and OTC Markets and have no legal or contractual significance.

19. Severability. If any provision of the TOS is found invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of these TOS will remain in force.

20. OTC Markets RSS Feed Terms of Use. Our RSS (or Really Simple Syndication) service ("RSS Service") is a means by which OTC Markets Group Inc. ("OTC Markets Group" or "OTC Markets") offers feeds, in XML format, of financial reports, news reports and corporate action reports of issuers who post information on the OTC Disclosure and News Service ("RSS Feed Information") to visitors to www.otcmarkets.com and www.otcqx.com (collectively, the "OTC Markets Websites"). These Terms of Use govern your use of our RSS Service. The use of the RSS Service also is subject to the terms and conditions of our OTC Markets Group's Terms of Service, which governs the use of the OTC Markets Group's Websites, information services and content. Please read the following Terms of Use and the OTC Markets Terms of Service carefully. Utilization of our RSS Service in any way constitutes your agreement to comply with these Terms of Use and the OTC Markets Terms of Service. OTC Markets may change these Terms of Use and the OTC Markets Terms of Service at any time without notice. Continued use of our RSS Service constitutes your acceptance of any modifications made to these Terms of Use or the OTC Markets Terms of Service.

  1. Use of the RSS Feeds. The RSS Service is a free service offered by OTC Markets to individuals for private, non-commercial use. Any other uses, including, without limitation, the incorporation of advertising into or the placement of advertising associated with or targeted towards the RSS Feed Information, are strictly prohibited. You must use the RSS Feeds as provided by OTC Markets, and you may not edit or modify the text, content or links supplied by OTC Markets. You also may not associate any RSS Feed with any content that might harm the reputation of OTC Markets or any of the OTC Markets Websites. For web posting, reprint, licensing requests, or any other uses of OTC Markets' RSS Feed Information, you must contact us to obtain our prior written consent.
  2. Link to Content Pages. The RSS Service may be used only with those platforms from which a functional link is made available that, when accessed, takes the viewer directly to the display of the full financial, news or corporate action report on the applicable OTC Markets webpage. You may not display the RSS Feed Information in a manner that does not permit successful linking to, redirection to or delivery of the applicable OTC Markets webpage. You may not insert any intermediate page, splash page or other content between the RSS Feed link and the applicable OTC Markets webpage.
  3. Ownership/Attribution. OTC Markets retains all ownership and other rights in the RSS Feed Information, and any and all OTC Markets logos and trademarks used in connection with the RSS Service. You must provide attribution to the appropriate OTC Markets Website in connection with your use of the RSS feeds, including a link to our appropriate homepage (Linking Terms). If you provide this attribution using a graphic, you must use the appropriate OTC Markets Group Website logo.
  4. Right to Discontinue Feeds. OTC Markets reserves the right to discontinue providing any or all of the RSS Feed Information, or change the formatting or content of the RSS Feed Information, at any time and without notification, and to require you to cease displaying, distributing or otherwise using any or all of the RSS Feed Information for any reason including, without limitation, your violation of any provision of these Terms of Use. OTC Markets assumes no liability for any of your activities in connection with the RSS Service or for your use of the RSS Feed Information. We disclaim all warranties with regard to the RSS Service to the fullest extent allowed by law, including warranties of merchantability, non-infringement and fitness for a particular purpose.
  5. Contact Information. If you have any questions or need to contact us regarding use of our RSS Service, please contact us.

21. Entire Agreement. The TOS and any other terms and conditions of service on any Web site owned and operated by OTC Markets, including www.otcmarkets.com, www.otcqx.com and www.otciq.com and their respective successors, constitute the entire agreement between you and OTC Markets and govern your use of the Service.