Terms Specific to Market Data provided by Direct Edge, Inc. .
If Client’s service includes Market Data provided by Direct Edge, Inc., the following additional term applies:
- Direct Edge, Inc. shall retain all intellectual property rights in the Exchange Data provided to User.
- Exchange Data that is provided is subject to all terms and conditions of the Direct Edge Exchange Data Vendor Agreement.
- External Controlled Data Distributor has the right to monitor or audit to ensure User compliance with the ECDD/User Agreement.
- Customer agrees to indemnify and hold harmless Direct Edge, Inc., its owners, subsidiaries, affiliates, officers, directors, employees, agents, and any related individuals and entities, from and against all expenses and costs and damages, including reasonable legal fees and expenses (collectively “Losses”), direct, consequential and/or incidental in nature, related to or based upon any claims, demands, proceedings, suits, and actions brought by third parties (each a “Claim”) resulting from, in connection with, or arising out of any receipt, use, display or distribution of Exchange Data by Customer or any other persons receiving any Exchange Data from Customer, or any employees, officers, agents or representatives of any of the foregoing (collectiviely, the “User Parties”), and for any failure by Customer or other User Parties to comply with the terms and conditions of this Agreement. Notwithstanding the foregoing, User shall have no obligations under this paragraph if and to the extent any Losses arising from a Claim were caused by the wilful misconduct or gross negligence of Direct Edge, Inc.
- Automatic termination of the ECDD/User Agreement in the event of expiration or termination of the Data Agreement between External Controlled Data Distributor and Direct Edge, Inc.
- Direct Edge, Inc. is a third party beneficiary of the ECDD/User Agreement, and shall thereby by entitled to receive the rights of External Controlled Data Distributor and enforce the provisions of the ECDD/User Agreement against User; provided, however, that (i) no provision of the ECDD/User Agreement shall impose upon Direct Edge, Inc. any obligations of External Controlled Data Distributor set forth therein, and (ii) except as otherwise provided above, Direct Edge, Inc. shall not be entitled to receive those rights of External Controlled Data Distributor in respect of which no corresponding right exists under the Data Agreement, including the right to collect any fees payable directly to External Controlled Data Distributor under ECDD/User Agreement.
In addition, no terms of any ECCD/User Agreement shall in any manner conflict with the terms of the Data Agreement.