In order to receive the next 12 issues of the FTSE Alternative Weighted Indices Overview for free, you must comply with the criteria set out below in clause 6,
you must accept the following terms and conditions, and you must complete the
registration form which will follow after you have accepted these terms and
conditions You will be notified by FTSE within 3 days whether your application
has been accepted, to the email address you provided.
TERMS AND CONDITIONS OF USE
Please read this carefully. Your attention is particularly
drawn to the text in capitals. References to “you” and “your” shall be
references to the company entering into these terms and conditions.
1.
Licence
1.1
In consideration of the Authorised User complying with the terms
and conditions of this Agreement, including but not limited to the provisions
of clause 2, FTSE hereby grants you a non-exclusive, non-transferable licence
to allow the Authorised User to:
1.1.1
receive, store, and use the FTSE Monthly Review internally;
1.1.2
incorporate an insubstantial amount of the FTSE Monthly Review in
company or market research reports on a basis incidental to the primary purpose
of the report and distribute such reports to your potential and existing
clients; and
1.1.3
use the FTSE Marks to identify the FTSE Data and/or the FTSE
Monthly Review.
2.
Restrictions on use
2.1
Except as expressly set out in clauses 1.1 and 2.2, and to the
extent required to be permitted by applicable law, the Authorised User shall
make no other use of the FTSE Monthly Review and you or the Authorised User
shall not nor permit any Third Party to:
2.1.1
COPY, LICENSE, DISTRIBUTE, TRANSMIT OR DUPLICATE THE FTSE
MONTHLY REVIEW, THE FTSE DATA OR ANY PART THEREOF IN ANY FORM OR BY ANY MEANS
TO ANY OTHER PERSON WITH YOUR ORGANISATION;
2.1.2
copy, sell, license, distribute, transmit or duplicate to any
Third Party the FTSE Monthly Review, the FTSE Data or any part thereof in any
form or by any means;
2.1.3
make any reference to the Service, the FTSE Monthly Review, FTSE
Marks, FTSE Data or Indices in any promotional or marketing materials;
2.1.4
use the FTSE Data or the FTSE Monthly Review for any illegal
purpose or otherwise than in compliance with the applicable laws in the
jurisdiction(s) in which you operate;
2.1.5
remove any proprietary notice;
2.1.6
except to the extent expressly permitted by this Agreement, use
the FTSE Monthly Review and/or the FTSE Data for the purpose of:
(a)
creating and/or operating (whether by yourself or by any Third
Party) any financial product, index, or service which seeks to match the
performance of or whose capital and/or income value is related to the FTSE Data
or the Indices or any part thereof;
(b)
creating and/or operating (whether by yourself or by any Third
Party) any financial product, index or service the performance of which is
linked to the performance of a third party’s product, index or service which,
in turn, seeks to match the performance of or whose capital and/or income value
is related to the FTSE Data or the Indices or any part thereof (and whether or
not such third party is licensed by FTSE to do so); or
2.1.7
generally exploit the FTSE Monthly Review, the FTSE Data, and/or
Indices in a manner designed to benefit you or any Third Party (including the
creation of any additional service).
2.1.8
derive, extract, reproduce, distribute, redistribute,
manipulate, re-utilise, transmit or otherwise commercially exploit the FTSE
Monthly Review and/or any FTSE Data; or
2.1.9
make the FTSE Monthly Review and/or FTSE Data available on any
website, in an application, internal network or to the public via the internet.
2.2
The conditions for any report distributed pursuant to clause
1.1.2 are that it:
2.2.1
shall not
(a)
contain an amount of FTSE Data which could be used as a source
or substitute for the Service;
(b)
be used in reports accessible by more than 100 (one hundred) of
your clients and/or other investors, and such reports shall not be produced
more than twice per annum; and/or
(c)
be used in reports circulated internally more than once every
three months;
2.2.2
is not the subject of a separate charge;
2.2.3
shall not be made generally available as part of any publication
in the press, mass media, internet or website pages; and
2.2.4
shall contain an attribution as to the source of the FTSE Data
in such form as may be determined by FTSE from time to time. Unless otherwise
notified by FTSE, the attribution shall take the form of the proprietary notice
accompanying the FTSE Data together with the following statement: “Source:
FTSE International Limited (“FTSE”) © FTSE [year]. FTSE® is a
trade mark of London Stock Exchange Group companies and is
used by FTSE under licence. All rights in the FTSE indices and / or FTSE
ratings vest in FTSE and/or its licensors. Neither FTSE nor its licensors
accept any liability for any errors or omissions in the FTSE indices and / or
FTSE ratings or underlying data. No further distribution of FTSE Data is
permitted without FTSE’s express written consent.”
2.3
YOU ACKNOWLEDGE THAT A SEPARATE LICENCE IS REQUIRED FROM FTSE TO
DISTRIBUTE OR MAKE THE FTSE MONTHLY REVIEW AND/OR ANY FTSE DATA AVAILABLE TO
ANY OTHER PERSON WITHIN YOUR ORGANISATION OR TO ANY OTHER PERSON EXTERNALLY ON
A BASIS NOT EXPRESSLY SET OUT IN THIS AGREEMENT. FTSE MAY REQUEST YOU TO
CERTIFY NOT MORE THAN ONCE IN ANY 6 MONTH PERIOD THAT YOU ARE IN MATERIAL
COMPLIANCE WITH ANY RESTRICTIONS HEREUNDER IN RELATION TO THE USE OF THE FTSE
MONTHLY REVIEW AND THE FTSE DATA.
3.
Provision of Service
3.1
FTSE shall make the FTSE Monthly Review available to you in pdf
format from the Effective Date for the Term, subject to the terms of this
Agreement. FTSE will use all reasonable endeavours to make it available for
download from its respective download area within the FTSE website within 3 (three)
business days of month end. The Authorised User will be notified at the email
address specified on the registration form that the FTSE Monthly Review is
available. The Authorised User will be able to download the current issue of
the FTSE Monthly Review once only from its respective download area within the
FTSE website once their application has been Approved. In the unlikely event
that any amendments are made to an edition of the FTSE Monthly Review after
publication, FTSE will notify the Authorised User by email and shall make an
updated version of the relevant FTSE Monthly Review available in pdf format from
its respective download area within the FTSE website.
3.2
FTSE may, without liability to you for compensation or damages,
cease provision of the FTSE Monthly Review and/or the FTSE Data or part thereof
if provision of the same:
3.2.1
is dependent on the supply of information by a third party and
the third party ceases or refuses to supply such information for any reason;
or
3.2.2
becomes illegal, or contrary to any rule of any competent or
regulatory authority; or
3.2.3
is generally withdrawn by FTSE from the marketplace.
3.3
FTSE may, at any time, change the composition or method of
calculation of any given Index or other FTSE Data; change the method of
transmission of; the means of delivery of; or the means of access to the
Service.
3.4
You acknowledge that the Service is not an advertisement or
offer for, or solicitation or recommendation to buy or sell, any securities or
related products.
3.5
Should an email be undeliverable, FTSE may, at its discretion, terminate
this Agreement, on 2 weeks notice unless the Authorised User provides a new
valid company email address during such 2 week notice period. If the Agreement
is terminated in accordance with this clause, the Authorised User will be
required to reapply and be Approved in accordance with clause 6.
4.
Duration
4.1
This Agreement shall come into effect as of the Effective Date
(notwithstanding the date of signature of this Agreement, which may be after
the Effective Date) and shall continue for a period of 12 (twelve) months (the
“Term”) and shall thereafter continue unless and until terminated in
accordance with the provisions of clauses 5 or 14.4. Thereafter the Authorised
User will be required to reregister and be Approved by FTSE in order to
continue to receive the FTSE Monthly Review.
5.
Termination of Agreement/Services
5.1
Either party may terminate this Agreement as a whole upon 1 (one)
month’s prior written notice to the other.
5.2
FTSE may without liability for compensation or damages terminate
this Agreement or suspend provision of the FTSE Monthly Review immediately if
you and/or the Authorised User are in actual breach, or suspend provision of
the FTSE Monthly Review if FTSE reasonably considers you and/or the Authorised
User to be in breach, of the obligations at clause 2.
5.3
FTSE may terminate this Agreement if there is a change of
control affecting or relating to you (as defined in Section 574 of the Capital
Allowances Act 2001).
5.4
FTSE may terminate this Agreement in the event that you acquire and
/ or merge with another legal entity.
5.5
Either party (the “Terminating Party”) may terminate this
Agreement forthwith by notice in writing if the other party:
5.5.1
commits a material breach of this Agreement (including any
non-payment of the Charges to FTSE), and fails to remedy such breach within a
period of 5 (five) working days following receipt of written notification from
the Terminating Party specifying the breach and requesting its remedy; or
5.5.2
is unable to pay its debts as they fall due within the meaning
of Section 123 of the Insolvency Act 1986; or
5.5.3
enters into compulsory or voluntary liquidation (other than for
the purpose of effecting a reconstruction or amalgamation in such manner that
the company resulting from such reconstruction or amalgamation, if a different
legal entity, shall agree to be bound by and assume the obligations of such
other under the Agreement) and/or a petition is presented or a resolution
and/or order is passed for the administration or the winding-up, bankruptcy or
dissolution of the other party; or
5.5.4
compounds with or convenes a meeting of its creditors and/or
gives notice to any of its creditors that it has suspended or is about to
suspend payment of any of its debts or is commencing negotiations with one or
more of its creditors with a view to rescheduling any of its indebtedness; or
5.5.5
has a receiver, manager, administrative receiver or an
administrator appointed; or
5.5.6
generally takes or suffers any similar action, application or
proceeding in any jurisdiction to which it is subject; or
5.5.7
ceases for any reason to carry on business.
5.6
Termination of this Agreement or part thereof for whatever
reason shall not affect the accrued rights or liabilities of either party
arising in any way out of this Agreement as at the date of termination and in
particular, but without limitation, the right to recover damages against the
other and all provisions which are expressed to survive this Agreement or which
by implication do so shall remain in force and in effect.
6.
Approval Process
6.1
FTSE has agreed to make FTSE Monthly Review available at no
charge to the first two employees of your Organisation, subject to the criteria
set out below and subject to compliance with the terms and conditions set out
here.
6.2
FTSE will approve an application subject to the following:
6.2.1
That the applicant would be either the first or second
Authorised User within your Organisation to receive the FTSE Monthly Review;
6.2.2
That the online registration form set out on the FTSE Website is
completed correctly including without limitation the provision of the
applicant’s work email address specifying the Organisation and the
Organisation’s correspondence address;
6.2.3
That the Authorised User warrants that he or she is able to bind
you; and
6.2.4
That acceptance of these terms and conditions has been indicated
on the FTSE Website.
6.3
You acknowledge that should any other employees require access
to the FTSE Monthly Review, that a separate subscription will be required at a
standard per annum charge, details of which are available from FTSE Sales.
6.4
Once FTSE has Approved the application, FTSE will send the
Authorised User an email enabling the Authorised User to activate his or her
subscription.
7.
Assistance and Audit
7.1
You must notify FTSE immediately in writing if you acquire and /
or merge with another legal entity, FTSE shall then have the option to
terminate this Agreement in accordance with clause 5.4.
7.2
FTSE or its third party auditors may, upon giving you not less
than 14 (fourteen) days’ notice (or such other shorter period of notice where
FTSE reasonably suspects you to be in breach of clauses 1 or 2) audit your
System, accounts, records and other relevant documents and/or take or demand
copies or extracts thereof solely to verify that you are in compliance with the
terms of this Agreement.
7.3
In the event that the audit referred to in clause 7.2 shows
there has been a breach of the Agreement you shall pay to FTSE within 15
(fifteen) days:
7.3.1
any costs and expenses incurred by FTSE on a full indemnity
basis in carrying out the audit pursuant to clause 7.2; and
7.3.2
the current annual fees charged by FTSE for additional users per
Organisation in respect of each individual who has received a copy of the FTSE
Monthly Review.
8.
System
8.1
Where applicable, it shall be your responsibility to provide and
maintain a system that is suitable in all material respects to receive the
Service and to obtain any licences for any third party proprietary software you
require to use on the system. FTSE shall not be liable in any circumstances
for any loss or damage (including direct, indirect or consequential loss or
damage) arising directly or indirectly out of (i) the incompatibility or
failure of the system (including, without limitation, any incompatibility or
failure of such communication lines and equipment) with or in relation to the
Service; and/or (ii) the use by you of the third party proprietary software for
use on the system.
9.
Intellectual Property Rights
9.1
You acknowledge that the FTSE Monthly Review and the FTSE Data constitutes
assets of great value to FTSE and its licensors and that all Intellectual
Property Rights and any other rights of whatever nature in and to the FTSE
Monthly Review and the FTSE Data shall remain the property of and are vested in
FTSE, its shareholders and/or any relevant Index Partner.
9.2
You agree that all goodwill throughout the world arising from
your use of:
9.2.1
the FTSE Marks; and
9.2.2
any other Intellectual Property Rights the rights to the use of
which are licensed by this Agreement,
shall
belong to FTSE and/or its licensors. You shall on request from FTSE execute and
deliver a formal assignment of any such goodwill in any reasonable form
specified by FTSE at FTSE’s reasonable cost.
9.3
Nothing in this Agreement shall transfer to you any title to, or
any right or interest in, any FTSE Monthly Review, any FTSE Data or FTSE Mark.
Except as expressly granted herein, all rights to or in the FTSE Monthly
Review, the FTSE Data and FTSE Marks are reserved to FTSE and/or its licensors.
10.
WARRANTIES
10.1
FTSE warrants that it has obtained all necessary
licences and authorisations to provide the Service.
10.2
EXCEPT AS EXPRESSLY SET OUT HEREIN, AND TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, FTSE (AND ITS RELEVANT INDEX PARTNER(S) AND ANY
INFORMATION PROVIDER) MAKES NO CONDITION, WARRANTY OR TERM:
10.2.1
AS TO THE FTSE DATA, THE SERVICE OR ITS USE BY YOU, YOUR
AUTHORISED USERS OR YOUR CLIENTS;
10.2.2
TO THE EFFECT THAT THE FTSE DATA OR THE SERVICE:
(a)
ARE OF ANY PARTICULAR QUALITY (SATISFACTORY OR OTHERWISE);
(b)
ARE FIT FOR ANY PARTICULAR PURPOSE OR USE (WHETHER OR NOT THIS
USE HAS BEEN MADE KNOWN TO FTSE); OR
(c)
ARE ACCURATE, TIMELY OR COMPLETE.
11.
LIABILITY
11.1
THE LIABILITY OF EITHER PARTY FOR:
11.1.1
DEATH OR PERSONAL INJURY CAUSED BY THE OTHER PARTY'S NEGLIGENCE
OR THE NEGLIGENCE OF SUCH OTHER PARTY'S EMPLOYEES OR AGENTS;
11.1.2
FRAUDULENT MISREPRESENTATION; OR
11.1.3
ANY OTHER LIABILITY WHICH CANNOT BE EXCLUDED BY LAW,
IS NOT
EXCLUDED OR LIMITED BY ANY TERM OF THIS AGREEMENT.
11.2
FTSE’S LIABILITY:
11.2.1
UNDER PART I OF THE CONSUMER PROTECTION ACT 1987; OR
11.2.2
FOR ANY BREACH OF SECTION 12 SALE OF GOODS ACT 1979 OR SECTION 2
SUPPLY OF GOODS AND SERVICES ACT 1982,
IS NOT
EXCLUDED OR LIMITED BY THIS AGREEMENT.
11.3
OTHER THAN STATED IN CLAUSE 11.1 AND 11.2, FTSE (AND ITS INDEX
PARTNERS AND INFORMATION PROVIDERS) SHALL NOT BE LIABLE (WHETHER in contract, tort or otherwise (including, but
not limited to, liability for any negligent act or omission)) FOR ANY:
11.3.1
LOSS OF PROFITS, SALES, REVENUE OR ANTICIPATED SAVINGS;
11.3.2
LOSS OF OR DAMAGE TO GOODWILL OR REPUTATION;
11.3.3
LOSS OF OPPORTUNITY OR WASTED EXPENDITURE;
11.3.4
LOSS CAUSED THROUGH ANY ACT OR OMISSION OF AN INDEX PARTNER OR INFORMATION
PROVIDER
11.3.5
INDIRECT, CONSEQUENTIAL OR SPECIAL LOSS OR DAMAGE,
ARISING
OUT OF THE PROVISION OF THE SERVICE OR OTHERWISE IN CONNECTION WITH THE
AGREEMENT EVEN IF FTSE HAS BEEN ADVISED OF THE POSSIBILITY OF THE SAME.
11.4
SUBJECT TO CLAUSES 11.1 TO 11.3, FTSE'S (AND ITS INDEX PARTNERS’)
MAXIMUM AGGREGATE LIABILITY UNDER THIS AGREEMENT (WHETHER in contract, tort or otherwise (including, but
not limited to, liability for any negligent act or omission)) SHALL BE
LIMITED TO £100 (ONE HUNDRED POUNDS STERLING).
11.5
As between the parties, you agree that
you assume the entire risk of any use made of the FTSE MONTHLY REVIEW AND/OR FTSE
Data by you or your clients, and that you are responsible for the consequences
of any decisions based or relying upon the FTSE MONTHLY REVIEW AND/OR the FTSE
Data. You acknowledge that this CLAUSE 11 sets out the entire liability of
FTSE to you in relation to the Service, whether in contract, tort or otherwise
(including, but not limited to, liability for any negligent act or omission).
11.6
YOU ACKNOWLEDGE THAT NO INFORMATION
PROVIDER WILL HAVE ANY LIABILITY TO YOU WHATSOEVER IN RELATION TO THIS AGREEMENT
AND THAT ANY CLAIM MADE BY YOU under this agreement WILL BE MADE TO FTSE.
12.
INDEMNITIES
12.1
YOU SHALL INDEMNIFY AND KEEP INDEMNIFIED FTSE (AND ITS RELEVANT
INDEX PARTNER(S) AND ANY INFORMATION PROVIDER) AGAINST ANY AND ALL LOSSES,
LIABILITIES, DAMAGES, COSTS, EXPENSES (INCLUDING REASONABLE LEGAL EXPENSES) AND
CHARGES INCURRED BY FTSE (AND ITS RELEVANT INDEX PARTNER(S) AND ANY INFORMATION
PROVIDER) AS A RESULT OF ANY CLAIM OR DEMAND AGAINST FTSE BY A THIRD PARTY
ARISING OUT OF:
12.1.1
YOUR USE OF the FTSE MONTHLY
REVIEW AND/OR OR THE FTSE DATA, OR ANY DECISIONS OR ADVICE ARISING OUT
OF SUCH USE; OR
12.1.2
THE PROVISION BY YOU TO ANY THIRD PARTY OF the FTSE MONTHLY REVIEW AND/OR ANY FTSE
DATA OR ANYTHING BASED ON the FTSE
MONTHLY REVIEW AND/OR FTSE DATA.
13.
Confidentiality
13.1
Each party shall keep confidential any confidential information disclosed to it by the other. This includes information which is marked as being
confidential or which, from its nature, content or the circumstances in which
it is provided, might reasonably be supposed to be confidential. Neither party shall disclose any such information to anyone else except to:
13.1.1
anyone who this Agreement says the information may be disclosed
to;
13.1.2
those of their employees who need the information in order to
enable the party concerned to carry out any of its obligations under this
Agreement or exercise any of its rights under this Agreement;
13.1.3
their auditors, lawyers or other professional advisors; and
13.1.4
any temporary staff, contractors or consultants working for the
party concerned, provided that disclosure of the information is necessary in
order to enable the person to whom it is disclosed to carry out the work
concerned.
Each party shall be responsible
for ensuring that any person to whom information is disclosed by them complies
with any conditions of confidentiality applying to the information concerned
under this Agreement.
13.2
The obligations of confidentiality in this Agreement shall not
apply to information:
13.2.1
that is generally available to the public except
where through a breach of an obligation of confidence;
13.2.2
that the party receiving the information already possesses or
which it obtains or originates independently in circumstances in which that
party is free to disclose it to others; or
13.2.3
that is required to be disclosed by any court or tribunal that
is authorised to order its disclosure.
13.3
If either party wishes to disclose any confidential information belonging to the other party, then the other party may require that the person to whom it is to
be disclosed enters into a confidentiality agreement directly with the other party.
14.
General
14.1
You may not transfer, assign or sub-license this Agreement or
any of your rights or obligations under this Agreement.
14.2
FTSE may sub-contract the performance of any of FTSE's
obligations under this Agreement. FTSE may assign this Agreement or any of
FTSE's rights under it to a third party on notice to you.
14.3
Other than the restrictions set out in clause 2, neither party
shall be liable to the other for any non-performance of its obligations under
this Agreement that arises as a result of any event not within its reasonable
control and which that party cannot reasonably prevent or overcome. You acknowledge
that in relation to FTSE this shall include, without limitation, the cessation
of calculation or publication of the FTSE Data, or any changes in the
constituents, currency data or the methodology used in calculation of the FTSE
Data, where such matters are decided upon by an independent body which FTSE
does not control (for example, any independent committee which oversees the
management of the Indices).
14.4
FTSE may amend the terms and conditions of this Agreement on not
less than 3 (three) months’ notice. You may terminate this Agreement as of the
date on which such amendment is intended to take effect provided that you give
FTSE written notice of your wish to terminate this Agreement within 60 (sixty)
days of the date of FTSE’s notice of amendment. With the exception of the
foregoing, no variation to this Agreement shall be effective unless set out in
writing and signed by both parties.
14.5
This Agreement and any other document otherwise referred to
herein, contain the whole agreement between the parties relating to the subject
matter hereof and supersede all prior agreements, arrangements and
understandings between the parties relating to that subject matter. Each party
acknowledges that, in entering into this Agreement and the documents referred to
in it, it does not rely on any statement, representation, assurance or warranty
(whether it was made negligently or innocently) of any person (whether a party
to this Agreement or not) (“Representation”) other than as expressly set
out in this Agreement or those documents. Each party agrees that the only
rights and remedies available to it arising out of or in connection with a
Representation shall be for breach of contract.
14.6
No term of this Agreement is enforceable under the Contracts
(Rights of Third Parties) Act 1999 by a person who is not named as of the date
of signature as a party to this Agreement.
14.7
Any notice or other document to be given under this Agreement
shall be in writing and shall be served by sending the same by or recorded
delivery or reputable courier to the appropriate address specified on the
registration from and in the case of FTSE, to: 12th Floor, 10 Upper
Bank Street, Canary Wharf, London, E14 5NP. Where a notice is delivered by
recorded delivery, such notice shall be deemed to be effective 5 (five) days
after sending and any receipt issued by the postal authorities or courier
shall be conclusive proof of the fact and date of sending of any such notice.
14.8
Any waiver or relaxation whether partly or wholly of any of the
terms or conditions of this Agreement shall be valid only if in writing and
signed by a representative of each party and shall apply only to a particular
occasion and shall not be continuing and further shall not constitute a waiver
or relaxation of any other terms or conditions.
14.9
If any provision of this Agreement is held invalid, illegal or
unenforceable for any reason, such provision shall be severed and the remainder
of the provisions of this Agreement shall continue in full force and effect as
if this Agreement had been executed with the invalid provision eliminated.
14.10
It shall be a condition of this Agreement that you and/or the
Authorised User have and shall at all times comply with the terms of the
Bribery Act 2010 in connection with this Agreement.
15.
Data Protection and Privacy
15.1
Each party will comply with applicable Data Protection
Legislation.
15.2
You agree that FTSE may put the names and other details obtained
from the Agreement and related dealings into an electronic directory and may
process (as defined in the Data Protection Act 1998) such data to the extent
necessary to carry out their obligations hereunder, and for future sales and
marketing purposes. Such names and other details obtained from the Agreement
shall only be used by employees of FTSE, its group companies and/or its
applicable agents. You shall procure that any individual to whom such data
relates has consented to the processing of his/her data by FTSE in the manner
described in this clause.
15.3
You agree that FTSE may pass on your contact details and/or
details of the Authorised User to any FTSE suppliers responsible for the
distribution of the FTSE Monthly Review by whatever means, solely for such
purpose.
15.4
You agree that FTSE may use cookies to automatically collect
system-related information about the Authorised User’s visits to the FTSE
website (such as the type of internet browser used and the IP address) in order
to: identify the Authorised User and to allow access to relevant download area
of the FTSE website, administer the FTSE website and assist in diagnosing
technical problems; estimate the audience size and patterns; carry out research
on FTSE’s users' demographics; audit the accessing of resources and downloading
of data (including without limitation the FTSE Monthly Review) from the FTSE
website; assist in improving and updating the FTSE website; and assist in
improving and developing FTSE products and services. Cookies are small files
that a website transfers to your hard drive to store and sometimes track
information about you. Cookies are specific to the server that created them and
cannot be accessed by other servers, which means they cannot be used to track
your movements around the internet. Most web browsers automatically accept
cookies but, if you prefer, you can change your browser to prevent that.
However, you acknowledge that you may not be able to take full advantage of the
FTSE website or access the FTSE Monthly Review if you do so.
16.
Choice of Law
This Agreement (including any
non-contractual obligations arising under or in connection with this Agreement)
is governed by English law. Both parties submit to the exclusive jurisdiction
of the English courts in relation to any dispute concerning this Agreement.
17.
Survival
The
provisions of clauses 2, 5.7, 6, 7, 9, 10, 11, 12, 13, 16 and 17 of this
Agreement will survive the termination of this Agreement.
Definitions
Affiliate: means,
in respect of a party hereto, any company which is controlling, controlled by
or under common control such party hereto, at any time during the Term.
“Agreement” means
these terms and conditions.
“Approval Process” means
the process set out in clause 6 and Approved shall be construed accordingly.
“Authorised User” means
any person using the FTSE Monthly Review, who is an employee of yours, the details
of whom have been provided in the online registration form by such Authorised
User and who has been Approved by FTSE. If an Authorised User leaves your
employ, another employee may be substituted, provided you notify FTSE in
advance in writing.
“Data Protection Legislation”
means any applicable data protection and privacy legislation in force anywhere
in the world. Data Protection Legislation includes, without limitation, the
Data Protection Act 1998 and the Privacy and Electronic Communications (EC
Directive) Regulations 2003 and any additions or amendments thereto.
“Effective Date” means
the date on which the Authorised User is notified that he or she has been Approved
to receive the Service.
“FTSE” means FTSE
INTERNATIONAL LIMITED, a company incorporated and registered in England with company
number 03108236 whose registered address is at 12th Floor, 10 Upper
Bank Street, Canary Wharf, London, E14 5NP, United Kingdom.
“FTSE Data” means all
data (including without limitation any methodology, ICB Data, Information
Provider’s data) contained within a FTSE Monthly Review.
“FTSE Marks” shall mean
the trade mark “FTSE®” and the trade marks and/or service marks related
to the FTSE Data.
“FTSE Monthly Review” means a FTSE Index Series Monthly
Review produced by FTSE on a monthly basis incorporating the FTSE Data, which
the Authorised User has been approved to receive.
“ICB” means the Index Classification Benchmark proprietary
system developed by FTSE for classifying listed companies into industries,
supersectors, sectors and subsectors and such system may be modified by FTSE
from time to time.
“ICB Data” means that part of the ICB provided as part of
the FTSE Data.
“Index” (or “Indices”)
means equity, bond, property, hedge fund, commodities, fixed interest or other
financially based indices calculated by or on behalf of FTSE from time to time
and whose related FTSE Data is licensed under this Agreement.
“Index Partner” means an
index provider with whom FTSE produces an Index or Indices.
“Information Provider(s)” means any third party who
provides data included in the FTSE Data and/or Service.
“Intellectual Property Rights” means all copyright,
patent rights, trade or service marks (including the FTSE Marks), logos, design
rights, rights in or relating to databases, rights in or relating to confidential information, know-how and any other intellectual property rights (registered or unregistered) throughout the
world including all rights of reversion and rights to any applications and
pending registrations anywhere in the world and the right to sue for and
recover damages for past infringements.
“Organisation” means the company entering into this
Agreement and any Affiliate.
“Service” means the
provision to you of the FTSE Monthly Review(s) subscribed to on the online
registration form by the Authorised User.
“Term” is as defined in
clause 4.
“Third Party” means any
party that is not the Authorised User, including, but not limited to:
(a) persons within your Organisation;
(b) applications; or
(c) system software.
