Terms Specific to Market Data provided by the Liquidnet Canada Inc. (“Liquidnet”)
If Client’s service includes Market Data provided by Liquidnet, the following additional term applies:
- The subscriber acknowledges and agrees that liquidnet has copyright, sui generis and other proprietary rights in the Market Data that originates on or derives from markets operated by Liquidnet and that such Market Data has been derived from databases owned by Liquidnet. Subscriber’s use of such Market Data is subject to the limitations set out herein. In the event of any misappropriation or misuse, Liquidnet shall have the right to obtain relief for its respective materials. This paragraph shall survive the termination of this Agreement for any reason.
- At any reasonable time on reasonable notice, the Subscriber shall allow authorized representatives from Liquidnet to access its premises for the purpose of examining any and all Interrogation Devices used by the Subscriber, its partners, officers and employees and any and all records of redistribution of the Market Data, if applicable.
- Liquidnet expressly disclaims, and the Subscriber hereby expressly waives all warranties, representations, conditions, covenants, or undertakings, express or implied, including without limitation warranties or conditions of merchantability and fitness for a particular purpose, timeliness, truthfulness, sequence, completeness, accuracy and freedom from interruption.
- Liquidnet shall not be liable to the Subscriber or any other person for any loss, damage, costs, expense or other liability or claim (including without limitation, loss of business profits, trading losses, loss of anticipated profits, business interruption, loss of business information or for indirect, special, punitive, consequential or incidental loss or damage or other pecuniary loss) of any nature arising from any use or inability to use the Market Data, howsoever cause. Liquidnet shall not be liable to the Subscriber or any other Person for the unavailability, interruption, delay, incompleteness, or inaccuracy of the Market Data. If Liquidnet is for any reason held liable to the Subscriber or to any other Person, whether in tort or contract, the cumulative liability of Liquidnet to the Subscriber and any other Person claiming through or on behalf of the Subscriber is limited to the greater of: (A) one (1) month fees paid by the Subscriber under this agreement; and (B) $500.
- The Subscriber shall indemnify and hold harmless and defend Liquidnet, its directors, officers, employees and agents from and against any and all suits, claims, proceedings at law or in equity, and any and all liability, loss or damage, including reasonable solicitor’s fees, arising out of or in connection with (i) any claim made by any person in respect of or as a result of any non-compliance by the Subscriber with the terms and conditions of this Agreement; or (ii) any claim made by any person arising out of or related to the Subscriber’s receipt and use of the Market Data, whether authorized or unauthorized under this Agreement, including without limitation any claim in respect of delays in providing, any errors in or omissions from the Market Data, or the transmission and delivery thereof, or the termination of, or the failure to supply any of the Market Data to a Supplier. This paragraph shall survive the termination of this Agreement for any reason.