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Subscriber Agreement

1.  DEFINITIONS.

(a)  “Access” means the ability of any entity or person to receive, view or display Market Data by any Device.

(b)  “Confidential Information” means all documents or information relating to a party’s technical and business information, whether oral, written, graphic or in electronic form, and whether such information is copyrighted, patented or categorized as a trade secret or know-how.  Confidential Information also includes, but is not limited to, all information relating to the Intellectual Property and business practices of either party.  Business practices include information relating to business plans, financial information, products, services, manufacturing processes and methods, costs, sources of supply, strategic marketing plans, customer lists, sales, profits, pricing methods, personal and business relationships, and the content of this Agreement.

(c)  “Controlled Datafeed/Network Environment” means any Datafeed/Network Environment at a Subscriber Location that, to the Exchange’s satisfaction as evidenced by a Datafeed Control Questionnaire (Schedule B), employs Technical and Administrative Controls to manage Access to Market Data.

(d)  “Datafeed Access Declaration” means a report detailing Access to Market Data within a Datafeed/Network Environment.  The Datafeed Access Declaration shall be prepared by the party that controls Access within each Datafeed/Network Environment.

(e)  “Datafeed/Network Environment” means a system configuration whereby individual Devices Access Market Data from a shared source.

(f)  “Derivative Works” means a work which is based upon one or more preexisting works, such as a revision, modification, translation, abridgement condensation, expansion, or any other form in which such preexisting works may be recast, transformed, or adapted, and which, if prepared without authorization of the owner of the copyright in such preexisting work, would constitute a copyright infringement.  For purposes hereof, a Derivative Work shall also include any compilation that incorporates such a preexisting work.

(g)  “Device” means any unit of equipment, fixed or portable, that receives, accesses or displays Market Data in visible, audible or other comprehensible form.

(h)  “Exchange(s)” means the above-listed third party provider(s) of Market Data.

(i)  “Force Majeure Event” means any flood, extraordinary weather conditions, earthquake or other act of God, fire, war, terrorism, insurrection, riot, labor dispute, accident, action of government, communications or power failures, or equipment or software malfunctions.

(j)  “Intellectual Property” means all forms of intellectual property rights and protections, including, without limitation, all applications for or registrations of any patents, trademarks, service marks, trade names, copyrights (including mask works), Internet domain names, trade secrets, any common law (unregistered) trademarks or service marks and any Derivative Works arising thereunder.

(k)  “Location” means the specific street address where any Device is physically located at the time of Access.

(l)  “Market Data” means information and data pertaining to futures contracts and options contracts or similar derivative instruments traded on the Exchanges as well as associated index data, that includes, without limitation, opening and closing range prices, high-low prices, settlement prices, current bid and ask prices, last sale prices, price limits, requests for quotations, estimated and actual contract volume data, text messages pertaining to market activity, contract specifications, fast or late messages and, as determined by each of the Exchanges, may include information respecting exchange-for-physical (EFP)  or against actuals (AA)  transactions. With respect to Subscriber’s obligations under this Agreement, Market Data includes information, data and materials that are derived from the foregoing and that convey information to Subscriber that is substantially equivalent to Market Data.

(m)  “Person” means any natural person, proprietorship, corporation, partnership, limited liability company or other organization.

(n)  “Real Time” means distribution of Market Data for which not more than thirty (30) minutes have elapsed from the time such Market Data was received by Vendor.

(o)  “Technical and Administrative Controls” means software, hardware and documented policies and procedures employed to prevent or allow Access to Market Data and to prepare auditable reports on the Access to Market Data by Devices.

2.  PROPRIETARY RIGHTS IN THE MARKET DATA.

(a)  Subscriber acknowledges and agrees that each of the Exchanges has exclusive and valuable property rights in and to its own Market Data, that such Market Data constitutes valuable Intellectual Property rights, Confidential Information, and/or proprietary rights of each of the Exchanges, not within the public domain, that such Market Data shall remain valuable Intellectual Property rights, Confidential Information, and/or proprietary rights of each of the Exchanges at least until the Exchanges place their respective Market Data in the public domain or authorize placement of their respective Market Data in the public domain, and that, but for this Agreement, Subscriber would have no rights or access to such Market Data. Whether or not a particular Exchange has placed its Market Data in the public domain or has authorized the placement of its Market Data in the public domain shall be determined according to the terms of such Exchange’s agreement with Vendor, which agreement is described in Section 3(a).

(b)  Subscriber acknowledges and agrees that it will take all reasonable steps, such as execution of written documents or cooperation in litigation both during and after the term of this Agreement, as are necessary for the protection and enforcement of the Intellectual Property rights, Confidential Information, and/or proprietary rights of each of the Exchanges.

(c)  Subscriber acknowledges and agrees that it will not use, register or attempt to register in any country any property right that infringes upon or violates the ownership rights of any of the Exchanges in any of their Intellectual Property or Confidential Information, including Market Data, now known or hereafter acquired or created, or any element thereof or otherwise take any action which would adversely affect any of such ownership rights, or assist anyone else in doing so.  If Subscriber files or causes to be filed any application for registration, in any country, which relates to any property right that infringes upon or violates any of the Exchanges’ rights in any of their Intellectual Property or Confidential Information, including Market Data, such filing shall be a material breach of this Agreement entitling Vendor to immediately cancel this Agreement and to seek all remedies available at law.  Additionally, Subscriber shall immediately abandon any such application or registration or assign it to the appropriate Exchange.  To the extent not contrary to applicable law, Subscriber shall not challenge the Exchanges’ ownership of or the validity of its Intellectual Property or Confidential Information, including Market Data, or any application for registration thereof throughout the world.  Subscriber shall cause its partners, officers, directors, employees and agents to comply with the provisions of this Section 2.

(d)  Subscriber acknowledges and agrees that disclosure of any Market Data, or any breach or threatened breach of any other covenants or agreements contained herein, would cause irreparable injury to the Exchanges for which money damages would be an inadequate remedy. Accordingly, Subscriber further acknowledges and agrees that each of the Exchanges shall be entitled to specific performance and injunctive and other equitable relief from the breach or threatened breach of any provision, requirement or covenant of this Agreement (including, without limitation, any disclosure or threatened disclosure of Market Data) in addition to and not in limitation of any other legal or equitable remedies which may be available.

3.  RECEIPT OF MARKET DATA BY SUBSCRIBER.

(a)  Vendor and Subscriber have entered into this limited, non-exclusive, non-transferable Agreement by which Vendor will, among other things, provide Subscriber with Market Data. Vendor has entered into agreements with each of the Exchanges whereby Vendor has been granted the right to receive Market Data and to retransmit the same to Subscriber.  This Agreement between Vendor and  Subscriber sets forth the terms and conditions upon which Subscriber may receive and use Market Data. Subscriber acknowledges that, notwithstanding such agreement, each of the Exchanges may, in its discretion, discontinue disseminating its own Market Data or change or eliminate its own transmission method, speed or signal characteristics.  In addition, Subscriber acknowledges and agrees that the Exchanges reserve the right to disapprove any Subscriber and retain the right to direct Vendor to terminate any Subscriber’s receipt of Market Data for any reason or no reason, in which event the Exchanges shall so notify Vendor and Vendor shall cease providing Market Data to Subscriber as soon as practicable.

(b)  (i)  Except as provided in (ii) below, Subscriber will use Market Data only for its own internal business activities and only at the offices and locations and on the Devices designated by Subscriber in writing to Vendor from time-to-time.  (The term "for its own internal business activities", as used in the immediately preceding sentence herein, means for Subscriber’s (a)  trading, for its own account or for the account of its customers, of commodity futures contracts, options on commodity futures contracts or similar derivative instruments, or (b) evaluating, for its own internal business decisions or advice to its customers, the movements or trends in markets for commodity futures contracts, options on commodity future contracts, or like derivative instruments, subject to all of the limitations set forth below in this sub-paragraph as to the telephonic disclosure to customers of a necessary and de minimis number of segments of Market Data.)  Subscriber agrees that it will not communicate or otherwise furnish, or permit to be communicated or otherwise furnished, Market Data, in any format, to any other party or any office or location other than that designated above, nor allow any other party to take, directly or indirectly, any of the Market Data from such offices or locations, and will adopt and enforce any policy that is reasonable to prevent Market Data from being taken therefrom.  Subscriber specifically agrees, without limiting or varying its obligations under paragraph 7 herein or otherwise set forth in this Agreement, that Subscriber shall not use or permit another person to use any Market Data for the purposes of determining or arriving at any price, including any settlement prices, for commodity futures contracts, options on commodity futures contracts, or like derivatives instruments traded on any exchange other than the Exchanges.  Subscriber will abide by any other limitations on such use that any of the Exchanges may specify.  Subscriber will use its best efforts to ensure that its partners, officers, directors, employees and agents maintain sole control and physical possession of, and sole access to, Market Data received through Devices in Subscriber’s possession or control.  (ii) Notwithstanding (i) above, Subscriber may, in the regular course of its business, occasionally furnish, to each of its customers, branch offices, and guaranteed introducing brokers, in a quantity restricted to that necessary to enable Subscriber to conduct its business, a de minimis number of segments of Market Data.  Such redissemination must not be continuous, regular or frequent, shall not constitute updating in Real Time, must be incidental to the purpose of Subscriber’s principal business, must not have independent commercial value, must not be separately charged for, may not be used as a substitute for services provided by any of the Exchanges, and must not be made in connection with commercial information broking, information vending, publishing or credit rating, nor for substantial reproduction through the press or media, nor for transmission via any private or public network, cable or satellite system.   Further, such redissemination must be strictly limited to telephonic communications not entailing the use of computerized voice synthesization or any other technology and must be strictly related to the trading activity of Subscriber or any such recipients.  Any such recipients must be advised by Subscriber that such segments are proprietary and Confidential Information not to be disclosed or disseminated to other persons or entities.  Subscriber agrees to make all reasonable efforts to ensure that such recipients abide by the provisions of this Agreement.  Notwithstanding the foregoing, in the event that a Subscriber is a newspaper which reports on, among other things, exchanges on which commodity futures contracts or options on commodity futures are traded, such Subscriber shall be permitted to publish, in its newspaper published for the day following the receipt by such Subscriber of Market Data, the Market Data received by Subscriber from Exchanges on the day prior to such publication.

(c)  Subscriber shall not use Market Data for the purpose of creating and distributing any Derivative Works or any new original works without obtaining prior written consent from Vendor.  Subscriber must obtain prior written consent from Vendor before using any element of the Market Data to create or recalculate indices or any original work that does not include, display or recreate information.  Subscriber shall not misrepresent the Market Data or display or distribute the Market Data in any way that may create a false or misleading impression as to the origin or value of the Market Data.

(d)  In the event that Vendor has agreed to permit Subscriber to receive, access or display Market Data through means other than a Vendor-provided Device, such as by means of:  (i) the Internet, any Intranet or any other type of network; (ii) portable Devices (e.g., pocket pagers, personal digital assistants, laptop computers, etc.); and (iii) synthesized voice responses over telephones, Subscriber will use its best efforts to ensure that no other device, attachment or apparatus is used which may allow third parties not subject to Subscriber’s reporting obligations under Section 3(b) above to access the Market Data.

(e)  Subscriber shall be responsible at its own expense for the installation, operation and maintenance of any telecommunication lines, equipment and software necessary to enable it to receive and use the Market Data.

(f)  Each party shall comply with all applicable regulations, rules, conditions or restrictions required by any applicable statute, court order, telecommunications provider and/or regulatory authority in connection with access to, use, storage and transmission of the Market Data.

(g)  Subscriber of CME Market Data or CBOT Market Data shall refer to Schedule A, and agrees to comply with the terms and conditions in the Market Data Policies.

(h)  Subscriber of IPE/ICE Market Data shall refer to Schedule B and agrees to submit to Vendor the Datafeed Control Questionnaire for each Subscriber Controlled Datafeed/Network Environment and, on a quarterly basis, a Datafeed Access Declaration for each Non-Vendor Controlled Datafeed/Network Environment at each Subscriber Location detailing the number of Devices capable of Accessing Market Data at any time during each month within the quarter.  The Datafeed Control Questionnaire must be completed by the party responsible for controlling Access within each Datafeed/Network Environment.

(i)  Subscriber of NYMEX Market Data shall refer to Schedule C, and hereby acknowledges that it has received a copy of the Market Data Agreement between Vendor and NYMEX.

4.  REPORTING.  Subscriber shall keep complete, accurate and up-to-date records and books of account relating to the use and distribution of Market Data.  Subscriber agrees to furnish promptly to Vendor any information or reports that may be required by any of the Exchanges as applicable and that is reasonably related to Subscriber’s receipt of Market Data. Subscriber further agrees to furnish promptly to Vendor any additional information or reports that may be required by the agreement between Vendor and Subscriber referred to in Section 3 as it relates to Subscriber’s receipt of Market Data.

5.  RIGHT OF INSPECTION AND AUDIT.  During regular business hours, any Persons designated by any Exchange may have access to Subscriber’s offices or locations in order to observe the use made of the Market Data and to examine and inspect any Devices, attachments or apparatuses, as well as any books and records required to be maintained by Subscriber under Sections 3 and 4 in connection with its receipt and use of Market Data.  Subscriber will make adjustment (including interest thereon at the rate of 1½% per month) through Vendor, within thirty (30) days of receipt of an invoice from Vendor, to compensate any Exchange that discovers an under-reported use of the Market Data by Subscriber.  In addition, at the election of any such Exchange, Subscriber will be liable for the reasonable costs of any audit that reveals a discrepancy in such Exchange’s favor of five percent (5%) or more of the amount of fees actually due such Exchange.  Subscriber shall maintain the records and books upon which it bases its reporting for CBOT or CME Market Data for three (3) years following the period to which the records relate. Subscriber shall maintain the records and books upon which it bases the reporting for EUREX, EURONEXT, NYMEX, COMEX, or IPE/ICE Market Data for six (6) years following the period to which the records and books relate. In the event that Subscriber fails to retain such records and books as required above, Subscriber agrees to pay each Exchange’s reasonable estimate of any discrepancy discovered pursuant to any such audit.

6.  EXCHANGE FEES.  Subscriber will pay Vendor in United States dollars, for and on behalf of each of the Exchanges (as applicable), for the right to receive Market Data in accordance with the then-current fee schedule published by each of the Exchanges from time-to- time (including any and all applicable federal, state or local taxes, charges, and assessments).  Each Exchange’s fees are subject to modification by each of them at any time, without prior notice to Subscriber.  In addition, Subscriber agrees to pay Vendor any penalties assessed against Subscriber by Vendor on behalf of any Exchange. Nothing herein shall limit a Vendor's obligation pursuant to a separate agreement between Vendor and any of the Exchanges (as applicable) to pay Exchange fees.  Subscriber further agrees to allow Vendor to charge Subscriber’s futures accounts for all Exchange fees.

7.  COVENANTS, REPRESENTATIONS AND WARRANTIES OF SUBSCRIBER.  Subscriber covenants, represents and warrants that it is not engaged in the business of distributing Market Data and that, to its knowledge after reasonable inquiry, it is receiving the Market Data from a Vendor that is authorized by the Exchanges to distribute the Market Data. Subscriber agrees that it will not use or permit any other Person to use Market Data for any illegal purpose, including violation of Commodity Futures Trading Commission rules.  Subscriber agrees that it will not use Market Data in any way to compete with the Exchanges or Vendor, nor use the Market Data in any way so as to assist or allow a third party to compete with the Exchanges or Vendor.  Subscriber agrees that the provision of Market Data by the Exchanges hereunder is conditioned upon Subscriber’s strict compliance with the terms of this Agreement and that Vendor may, with or without notice and with or without cause, forthwith discontinue said service whenever in its judgment there has been any default or breach by Subscriber of the provisions hereof, or whenever directed to do so by any of the Exchanges.

8.  DISCLAIMER OF WARRANTIES.  SUBSCRIBER AGREES THAT NEITHER VENDOR NOR THE EXCHANGES MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE MARKET DATA, OR THE TRANSMISSION, TIMELINESS, ACCURACY OR COMPLETENESS THEREOF, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR ANY WARRANTIES OF MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

9.  LIMITATIONS OF LIABILITY AND DAMAGES.  Subscriber agrees that: (i) the provision of Market Data is made with equipment, communications devices, and/or leased lines not owned or operated solely by Vendor or the Exchanges; (ii) neither Vendor nor the Exchanges, nor their respective members, directors, officers, employees or agents, guarantees the sequence, accuracy or completeness of the Market Data, nor shall any of them be liable to Subscriber or any other Person for any delays, inaccuracies, errors or omissions in Market Data, or in the transmission thereof, or for any other damages arising in connection with Subscriber’s receipt or use of Market Data, whether or not resulting from negligence on their part, a Force Majeure Event or any other cause beyond their reasonable control; and (iii) if the foregoing disclaimer and limitation of liability should be deemed invalid or ineffective by a court of competent jurisdiction, neither Vendor nor the Exchanges, nor their respective members, directors, officers, employees or agents shall be liable for any of the foregoing beyond the actual amount of loss or damage, or the sum of fifty dollars ($50.00), whichever is less.  Subscriber further agrees that Vendor is not liable for trading losses, lost profits, or incidental, consequential or other indirect damages, even if the Market Data is untimely or inaccurate.

10.  TERM AND TERMINATION.

(a)  This Agreement shall become effective on the date first written above for an initial term of one (1) year and shall automatically renew for successive one (1) year terms.  Subject to Subscriber’s strict compliance with the provisions of this Agreement, the provision of Market Data by any of the Exchanges hereunder will continue in force during the term of this Agreement and any renewal term thereof.  In addition, it is understood that the provisions set forth in Section 2 of this Agreement shall survive the termination of this Agreement.

(b)  This Agreement may be terminated without cause by either party giving the other party at least fifteen (15) days prior written notice.  This agreement may also be terminated immediately or on the date specified in written notice under the following conditions by the party not at fault:  (i) if the other party commits any material breach of the terms or conditions of this Agreement and fails to remedy such breach within fifteen (15) days after receiving written notice of such breach from the party not at fault; or (ii) if the other party presents a petition or has a petition presented by a creditor for its winding up, or enters into compulsory or voluntary liquidation or has a receiver of all or any of its undertakings or assets appointed, or ceases to carry on business.  Upon termination of this Agreement, all unpaid fees shall be remitted to Vendor within seven (7) days of effective termination date.

(c)  Subscriber shall stop using and communicating Market Data immediately upon the effective date of termination of this Agreement.

(d) All subscription charges will be for full months only with no proration of charges.

11.  INDEMNIFICATION.  Subscriber will indemnify, defend, and hold Vendor and the Exchanges, and their respective members, directors, officers, employees, and agents harmless from and against any and all claims arising out of or in connection with this Agreement, including, without limitation, any liability, loss or damages (including, without limitation, attorneys’ fees and other expenses) caused by any inaccuracy in or omission from, Subscriber’s failure to furnish or to keep, or Subscriber’s delay in furnishing or keeping, any report or record required to be kept by Subscriber hereunder.  Subscriber will further indemnify, defend, and hold Vendor and the Exchanges and their respective members, directors, officers, employees, and agents harmless from and against any and all claims or losses resulting from Subscriber’s infringement of a third party’s Intellectual Property rights or from any third-party lawsuit related to Subscriber’s use or receipt of Market Data.

12.  GOVERNING LAW.  In case of any breach by Subscriber of its obligations hereunder, each of the Exchanges will be considered to be a third-party beneficiary of this Agreement and may bring an action to enforce its terms directly against Subscriber.  Any action arising out of this Agreement between any of the Exchanges and Subscriber shall be governed and construed in accordance with the internal laws (and not by the law of conflicts) of the State and/or country in which the Exchange is domiciled.  Any action arising out of this Agreement between Vendor and Subscriber shall be governed and construed in accordance with the internal laws (and not by the law of conflicts) of the State of Michigan.

13.  AMENDMENTS.  Neither Vendor nor Subscriber may modify, waive or amend the terms of this Agreement.  In the event of any conflict between the terms and conditions of this Agreement and any other agreement relating to Subscriber’s receipt and use of Market Data, the terms and conditions of this Agreement will prevail.

14.  WAIVERS.  No failure or delay on the part of Vendor or the Exchanges to exercise any right, power or privilege under this Agreement shall operate as a waiver thereof.

15.  ASSIGNMENT.  Subscriber may not assign, license or otherwise transfer all or any part of this Agreement without the prior written consent of the Exchanges (as applicable).  Any purported assignment, license, transfer or other disposition by Subscriber without such consent shall be void.

16.  ENTIRE AGREEMENT.  This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all previous agreements, if any, between the Parties regarding such matters.

17.  SEVERABILITY.  If, for any reason, one or more provisions of this Agreement are held invalid, the other provisions of the Agreement shall remain in full force and effect.

18.  COUNTERPARTS.  This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and all of which, when taken together, shall constitute one and the same instrument.

19.  NOTICES.  All communications under this Agreement are required to be given in writing in English language and shall be directed to the parties at their respective addresses set forth above or at such other addresses as either party may designate by written notice to the other.  Notice shall be considered given upon five (5) days after having been sent in the United States by registered or certified mail, return receipt requested, upon five (5) days after having been sent to or from a location outside the United States by a Vendor-approved courier, or upon three (3) days after having been sent in the United States by overnight courier.  Subscriber shall give written notice to Vendor of any change in the name or place of residence or place of business at which the Market Data is received at least thirty (30) days prior to such change.

Schedule A (CME)

Schedule 4:  Market Data Policies

1.	Distributor’s Group

CME’s policy is to encourage Distributors to make information as widely available as possible, provided that the Distributor establishes effective control over the display and use of information.

CME will therefore allow the Distributor’s Group to include Affiliated Companies and third party Service Facilitators.

Service Facilitators may be agents of the Distributor, owners or operators of web sites displaying the Distributor’s Service, software developers, facilities managers, property managers or providers of other support services.

An organization will normally be accepted by CME as a Service Facilitator if:

•	The distributor retains full control, either technically or via an agreement acceptable to CME, over all display of information within the Distributor’s Service as provided via the Service Facilitator
•	The Distributor retains full control, either technically or via an agreement acceptable to CME, over the release to Subscribers of Information within the Distributor’s Service as provided via the Service Facilitator
•	The Distributor unconditionally guarantees and accepts responsibility for performance of all obligations under this Agreement in respect of information distributed via the Service Facilitator.

Once accepted as a Service Facilitator, an organization’s license to use information within the Distributor’s Service is covered the applicable license Fee(s) paid by Distributor.  Distributor remains liable for all other Fees applicable to Service Facilitators’ use of information within the Distributor’s Service.

Service Facilitators have no right to use information outside the Distributor’s Service.  An organization may act as a Service Facilitator for multiple Distributors but will be liable for all applicable Fees for use of information in such Distributor’s Service.  Organizations in this position should consider contracting directly with CME as an Information as an Information Distributor.

CME reserves all rights to accept or reject an organization as a Service Facilitator within Distributor’s Group.  CME may inspect and audit agreements and controls relating to the use of Information  by a proposed Service Facilitator.  Approved Service Facilitators must be listed and their function or relationship with Distributor described on Schedule 3 of this Agreement.  CME reserves all rights to withdraw approval from any organization listed as a Service Facilitator.

2.	Media Redistribution

CME recognizes the demand for organizations to broadcast Information to the public without the need for detailed subscriber agreements, reporting and User Fees.

CME will allow Distributors to:

•	Redistribute Information in specified media publications, and
•	License Subscribers to do the same, subject to compliance by Subscriber with CME policy and reporting requirements and payment by Distributor of applicable Fees in Accordance with this Agreement.

For the purposes of this Agreement, Media Redistribution is normally defined as the display of Information to the public via specified newspaper, TV, radio or similar information services, provided that electronic storage and/or processing of information by the recipient is prevented, excluded and/or expressly forbidden without prior permission from CME.  Media Redistribution may include the occasional inclusion of Information in on-line service content and on-line messaging services.  Standard or regular displays of Information in public Internet or on-line news and information services will not normally qualify as Media Redistribution and will normally be subject to regular Web Site Fees or the applicable redistribution License Fees.

Distributor is entirely responsible for compliance with the CME requirements by any Subscriber licensed by any member of Distributor’s group for Media Redistribution.

CME reserves all rights to determine whether any proposed form of publication qualifies as Media Redistribution, to withhold or withdraw a Media Redistribution license at any time and to apply to Distributor any other Fees that may be applicable if a proposed form of Information redistribution is not accepted as Media Redistribution. 
Media Redistribution License Fees are payable by the Distributor in respect of:

•	Media Redistribution by the Distributor’s Group and
•	Media Redistribution by subscribers under license from the Distributor.

3.	Subscribers Terms and Conditions

Subscribers accessing Information for Business use as defined in Market Data Policies may not distribute information to third parties outside Subscriber’s Group, except for:

Delayed information, subject to the conditions published  by CME from time to time and provided also that Distributor reports to CME and pays the applicable Delayed Information Redistribution or Public Internet Display Web Site Fee or Delayed Continuous Market Data Fee for each Subscriber that redistributes Delayed Information.

Inclusion of Information in Media Publications, subject to the conditions published by CME from time to time and provided also that the Distributor reports to CME and pays the applicable Media Redistribution Fee for Subscribers that redistribute information, Communication of limited extracts of Information, subject the conditions published by CME from time to time, Public Internet Display, subject to Distributor meeting the applicable reporting and payment obligations specified in this Schedule.  All persons accessing Information on web-hosted sites will be regarded as Subscribers of Distributor, except that they may not be allowed to redistribute Information to third parties.

CME reserves all rights to determine whether any form of Information redistribution by Subscriber may be allowed.

All uses of Information by Subscriber that are subject to reporting requirements as specified in this Schedule must be identified and measured with an approved Unit of Count and be subject to effective Internal Controls which record all authorized use and prevent (or identify and record) any unauthorized use.

Subscribers accessing Information for Business Use, as defined below, may process Information with or without other data for the purpose of creating new original works, provided that:

Any works so created, which display, represent or recreate any item of information will be regarded as Information for the purpose of this Agreement and will be subject to applicable Fees, Subscriber must obtain prior permission from CME before using any element of Information to create or recalculate indices or any original work that does not include, display or recreate Information.

CME may at its sole discretion deny permission or require Distributor to pay License Fees for each Subscriber granted the right to create or recalculate indices or any other work from Information, for use in services that are not subject to Fees in accordance with this Agreement.  CME hereby grants permission for the use of Information to create graphs and charts, where the underlying value of elements of Information cannot be identified or calculated (for example to compare percentage change in elements of information with percentage change in other data).

Subscribers accessing Information for Private Use, as defined below, may use information only for the purpose of managing their own private investments and not for any business purpose, nor for the purpose of giving any form of advice to any other person.  Subscribers may store, download, print and display data from the Service only for their personal use and not for any business purpose.

Subscriber must not misrepresent Information or deface or remove any trademarks transmitted with Information.

Subscriber must not use information for any illegal purposes.

Subscriber must recognize all Intellectual Property Rights as acknowledged between Distributor and CME.

Subscriber must maintain all records and provide all information required by Distributor to meet Distributor’s record-keeping, reporting and payment obligations to CME.

Subscriber must allow CME or any auditors acting on behalf of CME to audit Subscriber’s records and use of information.

Subscriber shall obtain and provide any consents needed for CME or any auditors acting on behalf of CME to review and receive Personal Data, where necessary for the purposes of verifying or ensuring compliance with Distributor’s obligations to CME.

In addition to any other remedy, Distributor may immediately suspend or terminate distribution of Information to Subscriber if Distributor has reason to suspect non-compliance with any of these terms of if Distributor is required to do so by CME for any reason.

CME reserves the right at CME’s sole discretion, on application by Distributor or in the context of a direct agreement between CME ad Subscriber, to extend the definition of “Subscriber’s Group” in the case of Individual Subscribers to include members of co-operative or professional associations or other corporate structures that function commercially as a single group.

4.	Business and Private Use of Information (applies only to One Chicago market data)

CME will allow Real Time Information to be made available at lower monthly Fees to all Subscribers for Private Use.  “Private Use” means the use of Information by a Subscriber who is a natural person for the purpose of managing the Subscriber’s own personal investments and not for any business purpose, nor for the purpose of giving any form of advice to any other person.

Subscribers to Information for Private Use must be restricted by Subscriber Agreement to use information only for the purposes as defined in this Agreement.  They must also agree on request to provide any relevant records required by Distributor, by CME or by their audit representatives in order to verify the nature of the Subscribers’ use of Information.

All use of Information other than Private Use is regarded by CME as “Business Use” and is subject to the applicable Fees per Fee Schedule.  As further clarification, Business Use includes use by natural persons who redistribute even limited extracts of information or use information for any commercial purpose other than the management of their own personal investments.

CME reserves all rights to apply Fees for Business use where Private Use Subscribers do not comply with the terms of their Subscriber Agreement.

5.	Public Internet Display

In November 2003, CME introduced special terms for use of S & P Index Data by Web Sites, web-hosts and on-line service providers (“Public Internet Display”).  With effect from October 1 2005 similar terms are also available for the Public Internet Display of Delayed Information.  Public Internet Display of Information is subject to the following terms.

Fees for Public Internet Display of Information are calculated per Web Site – defined normally for individual Web Sites as the URL on which information is displayed, or the home page URL, where Information is displayed on various URL’s within the same web site service and the home page has a unique internet domain name.

Many on-line publishers maintain multiple sites within the same domain.  In web-host solutions individual customer sites may link or frame URL’s from the web-host provider’s domain.  In some cases multiple domains may be used for different language versions of the same web-site service.

CME’s policy in these cases for reporting and Web Site Fees is as follows:

A “Web Site” means a group of URL’s with a single commercial brand or identify.  CME reserves the right to determine whether any group of URL’s should be regarded as a separate Web Site for reporting and Fees purposes, taking into account the guidelines set out in this policy statement.

Separately braded online publications normally count as multiple Web Sites, even if they are owned by the same corporation and contain similar displays of Information.

Individual customer domains that contain links to generic or co-branded displays of Information normally each count as separate Subscriber Web Sites, whether or not the generic or co-branded displays are framed within the customer’s domain or sub-domain or carry URL’s or attribution notices associates with the Distributor.

Individual customer domains that (I) contain links to displays of Information that are clearly branded as part of the Distributor’s site, and (ii) do not otherwise qualify as Subscriber Web Sites, will not be regarded as Subscriber Web Sites.

Quote search facilities will normally be regarded as links unless the quote search graphic displays Information.  Links to third-party-braded URL’s are not subject to Web Site Fees or reporting requirements by the Web Site displaying the link (the applicable Fees are paid by the third-party).  Links to generic or co-branded URL’s will render the customer domain subject to Web Site Fees and reporting requirements.

Where different domain names open or are automatically diverted to the same site each domain home page URL should be reported but only one Web Site Fee will normally apply.

Where multiple domains contain different language versions of the same online content each domain home page URL should be reported but only one Web Site Fee will normally apply.

CME reserves all rights to determine whether one or more Web Site Fees should apply in the event that information is displayed on multiple URL’s or accessed via multiple domains linked to the same URL.

Public Internet Display Fees may apply both to Web Sites displaying Information without restriction and to Web Sites displaying Information to registered Users only.  Public Internet Display Fees are not applicable where a Web Site offers Fee-liable Information to Subscribers via downloadable terminal software or similar means.  In these cases License Fees and User Fees may apply.

Fees for Public Internet Display are specified in the Fees Schedule.  They are equally available to all Distributors.  They will apply only to Distributors that meet the following implementation criteria:

a)	Settlement with CME and release of further liability of Distributor in respect of any unauthorized distribution of information prior to the effective date of the Public Internet Display Fees.
b)	Full report to CME’s satisfaction of all Distributor’s Group and Subscriber Web Sites and Authorized users with access to Information, within 30 days of the effective date of the Public Internet Display Fees
c)	Full report to CME’s satisfaction of all organizations receiving information in Distributor’s Services and acting as Subvendors, whether or not they are authorized by CME to do so.
d)	Removal of Fee-liable information within 30 days of the effective date from all Subscribers that are not covered by Fees paid by Distributor or by direct agreements between the Subscriber and CME.

Distribution and use of Information under the new Fees options are subject to the written permission of CME.  Permission may be withdrawn on thirty days notice in the event of non-compliance by the Distributor with the terms of this Agreement.  All other authorized or unauthorized use of information in Distributor’s Services is subject to the standard Fees and reporting requirements specified in the Agreement.

In addition to the new Fees options CME reserves the right, on application from Distributor or in the context of a direct agreement between CME and Subscriber, to specify separate terms for the Public Internet Display of Information by Individual Distributor and Subscriber Groups in developing markets.  CME may at its sole discretion apply the “developing markets” concept to geographical markets or commercial market sectors.  The minimum annual subscription per Distributor or Subscriber Group for “developing markets” arrangement is US $10,000 for S & P Index Data only and $20,000 for other information.

CBOT Internet Website Delayed Snapshot Display License Fee

Fees are required for ay Internet website display of intraday updated CBOT market data unless:

The website is that of a registered CBOT market data vendor or sub-vendor and the site is clearly represented as such on the main window frame.

CBOT quotes are pulled up in a separate browser window via a link.  The separate window that opens via the link must be clearly labeled with the name of the vendor/sub-vendor.

The website only displays end-of-day CBOT data that is updated at least 30 minutes after the close of the market.

The website displays data from “Promotional” market data products only (Currently Ethanol and South American Soybeans are in the “promotional” group.  The CBOT will give vendors a 120 day notice when products will be removed from the promotional status).

The website is owned by a company that already pays the license Fee on another affiliated site.

Fees are required when:

CBOT market data is represented in a framed window when the frame is owned/identified as a person or company that is not a registered CBOT Vendor/Sub-vendor (Search engines such as Google, Yahoo, etc. that frame text and image search results are not subject to the Fee)

Vendors who knowingly supply content to and provide hosting services for 3rd parties websites are required to report and remit license Fees.

6.	Personal Data

CME reserves rights to collect personal data from Users who access and use Information, or are authorized to access and use Information, or apply to access and Information (Personal Data).

CME’s policy with regard to the collection and use of Personal Data is as follows:

The purpose of collecting Personal Data is to authenticate and verify authorized use of Information and to enable CME and its Distributors to meet their obligations to each other regarding the supply of Information.

CME does not disseminate Personal Data to brokers or to other third parties for direct marketing activities.  Personal Data may be used for statistical purposes and statistics provided to third parties, but not in such a way that the User’s Personal Data is disclosed.  CME and its Distributors may provide Personal Data to regulatory authorities and other third parties as required by applicable law or regulation.

If a User supplies Personal Data from outside of the United States, the Personal Data may be transferred to the CME in Chicago, Illinois, USA and to its regulators.  Personal Data may be retained by CME for as long as the User is authorized to access the Data, for as long as is required for CME and its distributors to meet their obligations to each other regarding the supply of Information, or for such time as is required by applicable regulatory authorities.

Users have the right to request access to and correct Personal Data held by CME or its Distributors. CME will make reasonable efforts to correct errors in personal Data within 40 Days of receipt of correction notice.  To obtain access to Personal Data held by CME Distributors, Users should send an email to marketdata@cme.com.

7.	Unit of Count

All users of Information by Distributor that are subject to reporting requirements as specified in this Schedule must be identified, recorded and controlled by one of the following Units of Count:

Device receiving Information—any unit of equipment, fixed or portable, that receives, accesses or displays Information supplied directly or indirectly via the Service in visible, audible or other comprehensible form, CME reserves the sole right to determine whether any item of equipment constitutes a Device.

Wallboard—a large fixed unit of display equipment, that receives and displays information and is viewable by an audience enclosed within a location.

Authorized User—an individual personal User uniquely identified (by User ID and confidential password or other unambiguous method acceptable to CME) and authorized to access information supplied directly or indirectly via the Service.  CME reserves the sole right to determine whether any mechanism or system for identifying Authorized Users is subject to effective Internal Controls.

S&P User—an individual personal user uniquely identified (by User ID and confidential password or other unambiguous method acceptable to CME) and demonstrated to have accessed information supplied directly or indirectly via the Service within the timeframe of a reporting cycle.

Request—any items of information relating to a single instrument requested as at any one time.  CME reserves the sole right to determine whether items of information constitute a single Request.  (for Public Internet Display) Web Site—as defined in Section 5 of Market Data Policies.

Units of Count apply to User Fees as follows:

•	Device, where access to Information is controlled by Device
•	Authorized User, where access to Information is controlled per Authorized User
•	Individual Request, where this method is used to control access to Information

Where receipt and use of Information is controlled per Authorized user, Distributor and Subscriber must keep all User ID’s and passwords confidential and prohibit sharing of User ID’s.

8.	Basis of Count and Calculation of Fees

User Fees and Web Site Fees obligations are calculated on the basis of the number of applicable Units of Count with access to Information at any time during the relevant month.  Fees apply to any unauthorized use or redistribution of Information by Distributor or Subscribers.  A full month’s Fee is due for each month in which the unit accesses information.

CME is prepared to accommodate other practices where they approximate to the amounts owed to CME under this Agreement.

In particular, CME will provisionally accept reports based on snapshot counts and partial month calculations, without prejudice to the amounts owed in accordance with CME policy as stated above.  CME reserves the right to recover the full amount owed in accordance with this Agreement, in the event that audit reveals any significant differences between Fees calculated by Distributor and Fees calculated in accordance with CME policy.

9.	Fee Waivers

User Fees may be waived by CME in respect of internal use of the information by the Distributor’s Group for quality control and monitoring purposes or product development or demonstration.

CME reserves the right to limit the number of units for which such Fees are waived and to change the limit on three (3) months notice to the Distributor.

10.	Direct Agreement between CME and Subscribers

CME policy is to encourage the formation and growth of Distributor Groups to minimize the cost and administrative burden of providing information in Services to Subscribers.  CME will normally contract with Distributors for the Distribution of Information to Subscribers.

CME reserves the right at CME’s sole discretion to contract directly with Subscribers for Business Use and Private Use of Information.  Where CME contracts directly with Subscribers, CME’s Subscriber Agreements will meet the relevant requirements of this Agreement.

Where Distributor contracts with Subscriber, and for all use of Information within Distributor’s Group subject to User Fees and Web Site Fees, the applicable Fees will be billed by CME to Distributor.  One Fee is payable per Distributor per Unit of Count.

If CME contracts directly with Subscriber, CME User Fees and Web Site Fees apply per Subscriber and will be billed by CME direct to Subscriber.  One Fee will be payable per Subscriber per Unit of Count.

11.	Reporting Requirements

CME policy is to minimize the requirement for detailed monthly reports from Distributors and to promote the development of controls-based verification of reports and payments.

Distributors will be required to report, either monthly or as otherwise agreed with CME: The name and address of each Subvendor receiving Information from Distributor.

The amount payable by Distributor relating to any Media Redistribution License or Intellectual Property Creation License granted to the Distributor.

The name and address of each Subscriber granted any form of redistribution or Intellectual Property creation rights subject to License Fees and the total amount of each type of License Fee due in respect of Subscribers.

The number and location of units within Distributor’s Group subject to User Fees and/or Web Site Fees in accordance with each item of the Fee Schedule, and the amount of the related Fees.

The total number of units at Subscriber locations for which Distributor is liable to pay User Fees and/or Web Site Fees and the total amount of the related Fees in respect of each item of the Fee Schedule.  The numbers and amount reported should exclude any units reported directly to CME by Subscribers.

Other details (including name and address of Subscriber and unit totals per Subscriber or per country) as CME may reasonably request from time to time.

Distributor’s reports shall at CME’s request identify fees relating to use and distribution of Information by each Service Facilitator.

Distributor’s reports shall be submitted in electronic form in a format agreed with CME, utilizing the CME specified electronic report system(s).  Submission of Distributor reports in non electronic format or not via the specified electronic reporting system will result in payment of the Report Processing Fee.

No reports are required in respect of the recipients of Information via Media Redistribution or the communication of limited extracts of Information in occasional correspondence that does not, in CME’s determination at CME’s sole discretion, amount to any Fee-liable use of Information specified in this Schedule.

Monthly reporting requirements in respect of Public Internet Display will normally be waived where Distributors choose to pay monthly Fees per Distributor Group. CME reserves the right to request details of distribution (in particular details of Subscriber Web Sites covered by the Fees) from time to time, where reasonably required, for example to avoid unnecessary disturbance of Subscribers.

Distributor reports may only contain credits for Device/User ID cancellations within the 3-month period prior to the beginning of the current reporting period.  Claims in any reporting period exceeding 20% of the average monthly reported Fees for the preceding 6 months will be subject to audit.

Schedule C (NYMEX)

NEW YORK MERCANTILE EXCHANGE, INC.

MARKET DATA AGREEMENT

This New York Mercantile Exchange, Inc., Market Data Agreement (the “Agreement”) is entered into by and between the New York Mercantile Exchange, Inc., a Delaware corporation, located at One North End Avenue, World Financial Center, New York, New York 10282-1101, and GFT Futures, a futures trading corporation, located at 4760 E. Fulton, Suite 201, Ada, MI 49301 (“Vendor”).

WHEREAS, Vendor desires to obtain NYMEX market Data (as defined herein) for the purpose of disseminating such market data to certain of its subscribers; and

WHEREAS, New York Mercantile Exchange, Inc. has the right and is willing to provide Vendor a limited, non-exclusive, nontransferable license to disseminate NYMEX Market Data on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual agreement herein contained and other good and valuable consideration, the parties agree as follows:

1.	DEFINITIONS

The following terms, when used in this Agreement, shall have the respective meanings set forth below:

1.1	“Addendum” shall mean the Uniform Subscriber Addendum which is attached hereto and made a part hereof as Exhibit E.

1.2	“Devices” shall mean collectively the “Mobile Devices” and “Standard Devices” (as those two terms are defined below).

1.3	“Force Majeure Event” shall mean anything beyond the reasonable  control of NYMEX (as defined below), including but not limited to any flood, extraordinary weather conditions, earthquake or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications or power failures, or equipment or software malfunctions.

1.4	“Mobile Device” shall mean a small portable electronic device such as, but not limited to, a Blackberry, cell phone, PDA or pager, but not a small computer such as a laptop or notebook computer (which are included in the definition of “Standard Devices” as set forth below).

1.5	“Multiple Office Organization” shall mean a Subscriber that has more than one branch office.

1.6	“NYMEX” shall mean:  New York Mercantile Exchange, Inc., it’s wholly owned subsidiary, Commodity Exchange, Inc., (“COMEX”), and NYMEX Europe Limited, provided that, should COMEX merge into NYMEX, the defined term NYMEX shall mean the merged entity and NYMEX Europe Limited.  In the event that market data and/or other information of some other person is provided to NYMEX, and NYMEX is entitled to provide that market data or other information to Vendor, and MYMEX elects, in its sole discretion, to furnish such market data and/or other information to Vendor, such other person shall be deemed to be included within the definition of the term “NYMEX” for purposes of this Agreement.

1.7	“NYMEX Market Data” shall mean all information and data provided by NYMEX to Vendor that is transmitted or re-transmitted following initial transmission by NYMEX , and includes, without limitation:  (i) all data pertaining to futures contracts and options contracts traded on NYMEX; (ii)opening and closing range prices, high-low prices, settlement prices, current bid and ask prices, last sale prices, price limits, requests for quotations, estimated and actual contract volume data, text messages pertaining to market activity, contract specifications, and fast or late messages; (iii) information respecting exchange-for-physical (EFP) transactions; (iv) all information derived from NYMEX Market Data from which any of the NYMEX Market Data can be routinely determined; and (v) such other information as may from time to time be transmitted by NYMEX.

1.7.1	“Real Time NYMEX Market Data” shall mean NYMEX Market Data for which not more than thirty (30) minutes have elapsed from the time such Data was received by Vendor.

1.7.2	“Delayed NYMEX Market Data” shall mean NYMEX Market Data for which more than thirty (30) minutes have elapsed from the time such Data was received by Vendor.

1.7.3	“Intermittent Real Time NYMEX market Data” shall mean NYMEX Market Data for which more than two (2) minutes and less than thirty (30) minutes have elapsed from the time such Data was received by Vendor.

1.8	“Standard Device” shall man any unit of equipment, fixed or portable, other than a Mobile Device, that receives, accesses or displays NYMEX Market Data in visible, audible or other comprehensible form.

1.9	“Subscriber” shall mean any person who received NYMEX Market Data from Vendor, regarding of whether the person receives Real Time NYMEX Market Data, Delayed NYMEX market Data, or Intermittent Real Time NYMEX Market Data, except for an Indirect Exchange Access Vendor.  In the event Vendor disseminates NYMEX Market Data internally to any of its employees, then Vendor shall be regarded as both a Vendor and a Subscriber hereunder.

1.10	“User” shall mean each individual employed by a Subscriber that is given access by the Subscriber to NYMEX Market Data.

1.11	“Vendor” shall mean GFT Futures.

1.12	“Direct Exchange Access Vendor” shall mean any person licensed by NYMEX to receive and disseminate NYMEX Market Data through a direct physical connection to NYMEX, or another network designated by NYMEX.

1.13	“Indirect Exchange Access Vendor” shall mean any person licensed by NYMEX to (i) receive NYMEX Market Data through another vendor licensed by NYMEX and (ii) disseminate NYMEX Market Data.

2.	LICENSE OF NYMEX MARKET DATA

2.1	NYMEX hereby grants to Vendor a limited, worldwide, non-exclusive license to NYMEX Market Data strictly for purposes of, and limited to, disseminating NYMEX Market Data, subject to the terms and conditions herein, to Vendor’s Subscribers which have each signed and returned to Vendor, in duplicate, the Addendum.  Vendor shall have no right to grant any sublicense of any rights licensed to Vendor under this Agreement.  Vendor expressly agrees and acknowledges that NYMEX has exclusive valuable property rights, and holds all right, title and interest, in and to NYMEX Market Data and the format in which NYMEX transmits NYMEX Market Data, including all copyrights and other intellectual property rights therein, and that, but for this Agreement, Vendor would have no rights or access to NYMEX Market Data.

2.2	Vendor acknowledges and agrees that its disclosure of any NYMEX Market Data, which is not permitted herein, or any breach or threatened breach of any of the covenants or agreements contained herein, would cause irreparable injury to NYMEX for which money damages would be an inadequate remedy.  Accordingly, Vendor further acknowledges and agrees that NYMEX shall be entitled to specific performance and injunctive and other equitable relief from or against the breach or threatened breach of any provision, requirement or covenant of this Agreement (including, without limitation, any disclosure or threatened disclosure of NYMEX Market Data, which is not permitted herein) in addition to and not in limitation of any other legal or equitable remedies which may be available herein or otherwise.

3.	DISSEMINATION OF NYMEX MARKET DATA

3.1	Vendor may disseminate NYMEX Market Data to its Subscribers but only in accordance with the terms and conditions of this Agreement and the Addendum.  Vendor may disseminate NYMEX Market Data to its Subscribers by Devices.  Vendor will not furnish NYMEX Market Data to any Subscriber until duplicate originals of the Addendum have been signed by the Subscriber and returned to Vendor, and Vendor has delivered a copy of this Agreement (but not including Exhibit B hereto) to the Subscriber.  Notwithstanding the foregoing, except for its responses to questions J, K. L and M in Part II, Exhibit A hereto, Vendor may redact its other responses to the questions and requests for information in Exhibit A hereto in the copy of Exhibit A to be furnished by Vendor to each of its Subscribers.  Vendor shall retain one of the signed duplicate originals of the Addendum in its files, and shall furnish promptly to NYMEX the other signed original of the Addendum, showing the identity of the Subscriber which signed the Addendum.  Vendor shall use reasonable efforts to ensure that each of its Subscribers complies with the terms and conditions of the Addendum.  Upon written notice from NYMEX, Vendor shall promptly cease the dissemination of NYMEX Market Data to a Subscriber that NYMEX has identified, in such written notice, is not in compliance with the terms of the Addendum or, in NYMEX’s sole discretion, any Subscriber or Indirect Access Vendor that NYMEX has identified, in such written notice, should not receive access to NYMEX Market Data from Vendor.

3.2	Vendor may obtain one Addendum (signed in duplicate originals) from a Subscriber that is a Multiple Office Organization but, in each such case, Vendor shall obtain the following information from such Subscriber:  (a) the name of the firm, (b) the key contact name and telephone number of the individual at a central location of a Multiple Office Organization who has the authority to obtain NYMEX Market Data for each branch office, and (c) the address, starting date of service and type of service for each such office or branch office.  The information shall be promptly furnished to NYMEX and shall be updated and submitted to NYMEX with Vendor’s monthly payment of fees as set forth in Paragraph 7 herein and Exhibits B and D of this Agreement.  Vendor agrees to use its best efforts to verify that each of its Subscribers using a single Addendum is correctly reporting such information to Vendor.

4.	UNAUTHORIZED USE OF NYMEX MARKET DATA

Vendor will take all reasonable action to prevent unauthorized use of, or unauthorized persons from obtaining or using, NYMEX Market Data provided to Vendor.  Vendor will promptly notify NYMEX of any unauthorized use of NYMEX Market Data of which Vendor becomes aware and Vendor will immediately terminate such unauthorized use of NYMEX Market Data.

5.	REFUSAL OR DISCONTINUATION OF SERVICE

If Vendor discontinues furnishing NYMEX Market Data to any Subscriber in accordance with written instructions from NYMEX and legal proceedings are commenced against Vendor by a third party as a result thereof, NYMEX at its own cost and expense shall defend, indemnify and hold Vendor harmless from and against all direct damages, costs, judgments awarded against, and reasonable attorneys’ fees incurred by, Vendor in such litigation to the extent they relate to such discontinuance, provided that Vendor shall have promptly notified NYMEX of the institution of any such legal proceedings against it, and shall have permitted NYMEX, at NYMEX’s election, either to intervene therein, or in the name of Vendor to defend Vendor in said proceedings or settle the same upon such terms as NYMEX may find acceptable with attorneys of NYMEX’s choosing. However, if such notice from NYMEX to Vendor to terminate a Subscriber is the result of false, inaccurate or incomplete information knowingly provided by Vendor, then NYMEX shall have no obligation to defend, indemnify or hold Vendor harmless as provided for herein above, and Vendor shall defend, indemnify or hold Vendor harmless as provided for herein above, and Vendor shall defend, indemnify and hold NYMEX harmless from and against all damages, costs, judgments, and reasonable legal expenses in connection with such false, inaccurate or incomplete information knowingly provided by Vendor to NYMEX.  Neither party shall agree to settle any legal proceeding described in this Paragraph without the other party’s written consent, which shall not be unreasonably withheld.

6.	PROCEEDINGS AGAINST UNAUTHORIZED USE OF NYMEX MARKET DATA

Vendor acknowledges and agrees that in NYMEX’s sole discretion, NYMEX will have the right to institute in its own name or in the name of Vendor any action or proceeding to prevent any person from wrongfully obtaining and/or using NYMEX Market Data directly or indirectly, and any such proceeding shall be directed and controlled by NYMEX at NYMEX’s cost and expense.  In the event NYMEX institutes any such action or proceeding, Vendor shall cooperate with and assist NYMEX whenever requested in writing to do so by NYMEX.

7.	NYMEX COMPENSATION

7.1	Vendor will on or before the last day of each month:

7.1.1	Provide NYMEX with the information required by Paragraph 7.5 herein and Exhibit D attached hereto and made a part hereof.

7.1.2	Pay to NYMEX, in consideration of the license herein granted by NYMEX to Vendor, the fees described in Exhibit B attached hereto and made a part hereof.  All fees, plus any applicable taxes, payable to NYMEX, must be remitted in U.S. Dollars ONLY, by check drawn on a United States Bank, or in the form of an electronic transfer of funds.

7.2	The fees referred to in this Paragraph 7.1 herein shall be payable by Vendor with respect to each of its Subscribers

7.3	Vendor agrees that late charges accruing at a rate of 1 ½% per month will be added to any fees due from Vendor and not paid to NYMEX within 15 days after the last day of the month as provided for in Paragraph 7.1.

7.4	Vendor agrees that NYMEX shall have the unilateral right to change its fees, as set forth in Exhibit B hereof, and the unilateral right to change NYMEX’s reporting requirements, as set forth in Exhibits C and D hereto, by giving Vendor ninety (90) days prior written notice of any such changes.

7.5	Vendor will provide, on a timely basis, to NYMEX the information and reports regarding all Subscribers receiving NYMEX Market Data as required by Exhibit D.  Vendor will use its best efforts to ascertain the number of Devices which are being utilized by each Subscriber to receive NYMEX Market Data, and will inform NYMEX fully with respect thereto in Vendor’s monthly reports to NYMEX.

7.6	The furnishing of information by Vendor to NYMEX pursuant to or in connection with this Agreement, including, but not limited to, Vendor’s furnishing of the information set forth in Exhibit A hereto, constitutes a certification by Vendor that such information is complete and accurate.

7.7	NYMEX may, in its discretion, after review of Vendor’s initial application for NYMEX Market Data or anytime thereafter, impose a security deposit and establish the terms thereof.

7.8	Vendor acknowledges and agrees that Vendor has provided to NYMEX, in writing, the information required in Exhibit A hereto and made a part hereof, and will provide to NYMEX in writing, on an annual basis, the information required in Exhibit C hereto and made a part hereof.

7.9	Notwithstanding any of the foregoing, Vendor acknowledges that it is liable to NYMEX for all receipt and use of NYMEX Market Data by Vendor’s Subscribers at NYMEX’s prevailing rate.

7.10	Vendor acknowledges that NYMEX is entitled to rely on any representation, notice, or statement of any officer of Vendor or any of its employees identified in Exhibit A hereto.  Vendor agrees that in the event of any change in the information concerning any such authorized contact at Vendor, Vendor shall promptly notify NYMEX of such change in writing.

8.	RIGHT OF INSPECTION AND PERIODIC AUDITS

8.1	During regular business hours, any persons designated by NYMEX shall be given access to Vendor’s office(s), or the place(s) where Vendor receives NYMEX Market Data, in order to observe the use made of NYMEX Market Data, and to examine and inspect any Devices and any attachments or apparatuses, as well as any books and records used in connection with NYMEX Market Data.  These records which Vendor agrees to maintain in a complete and accurate form, shall include, but are not limited to, signed originals of the Addendum, original entitlement reports, lists of Subscribers, billing invoices to Subscribers covering all services provided by Vendor, cash receipts, registers, accounting ledgers and such other records that a reasonable Vendor will maintain to properly and adequately keep records relating to its Subscribers and comply with its obligations under this Agreement.  This right of inspection shall extend only so far as may be necessary to ensure Vendor’s compliance with and enforcement of the provisions of this Agreement and shall not require Vendor to divulge any confidential or proprietary information except for information required by NYMEX to verify proper payment of fees.  Any confidential records of information reviewed in connection with an audit shall be kept as confidential as NYMEX keeps its own confidential information.  Vendor will be liable to NYMEX for the reasonable costs of any audit that reveals a discrepancy in NYMEX’s favor of five percent (5%) or more of the amount reported by Vendor to be due and payable to NYMEX for the period involved (the “Deficiency”).  Vendor will promptly pay to NYMEX any Deficiency, plus interest at the highest rate allowed under applicable state law.  NYMEX retains the right to audit for three years after termination of this Agreement.  Vendor will retain such records upon which it bases its reporting to NYMEX for six (6) years following the period to which the records relate.  A Vendor that fails to maintain complete and accurate records and/or fails to retain such records as required above will be deemed to be in breach of this Agreement.  Since the damage to NYMEX as a result of such breach would be difficult to accurately ascertain, it is agreed that Vendor shall pay to NYMEX damages for such breach equal to 100% of the average monthly fee paid by Vendor to NYMEX during the prior twelve full months (or if Vendor has been paying NYMEX for less than twelve full months, then the average monthly fee paid by Vendor during the actual period of payment), multiplied by the number of months (a part of a month for this part of the calculation will be considered a full month) for the period that Vendor failed to maintain and/or retain said records.

8.2	Vendor shall deliver to NYMEX copies of such records listed hereinabove in Paragraph 8.1 as may be reasonably requested by NYMEX, in writing, from time to time.

9.	RIGHT TO CONTRACT WITH OTHER PERSONS

NYMEX reserves the right to contract with any other person with respect to the dissemination of NYMEX Market Data or any other data or information.

10.	DISCLAIMER OF WARRANTIES

VENDOR AGREES THAT NYMEX DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO NYMEX MARKET DATA, OR THE TRANSMISSION, TIMELINESS, ACCURACY OR COMPLETENESS THEREOF, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OR WARRANTIES OF MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM ANY COURSE OF DEALING OR USAGE OF TRADE.

11.	LIMITATIONS OF LIABILITY AND DAMAGES

Vendor acknowledges and agrees that neither NYMEX, nor its respective members, directors, managers, officers, employees or agents, guarantee the sequence, timeliness, accuracy or completeness of NYMEX Market Data, nor shall nay of them be liable under any circumstances whatsoever to Vendor, or any Subscriber, person or third party for any damages, consequential or otherwise, from any cause which relates directly or indirectly to NYMEX Market Data provided pursuant to this Agreement, including but not limited to any delays, inaccuracies, errors or omissions in NYMEX Market Data, or in the transmission thereof, whether or not resulting from negligence on its, his or their part, or a Force Majeure Event.  If the foregoing disclaimer and limitation of liability should be deemed invalid or ineffective by a court of competent jurisdiction, neither NYMEX, nor its respective members, directors, managers, officers, employees or agents, shall be liable for any of the foregoing beyond the actual amount of the loss or damage, or the sum of fifty dollars ($50.00), whichever is less.

12.	FORWARDING OF PROMOTIONAL MATERIALS

Upon execution of this Agreement, Vendor will supply NYMEX with all promotional materials for all services and products utilizing NYMEX Market Data, which Vendor currently offers.  Thereafter, within thirty (30) days of distribution, Vendor will forward to NYMEX any and all new literature and other materials regarding services being offered utilizing NYMEX Market Data.

13.	TERM AND TERMINATION

This Agreement shall take effect on the date first set forth above and may be terminated at any time by either party as to future dissemination of NYMEX market Data on ninety (90) days prior notice.  Upon such termination, Vendor shall forthwith cease to disseminate any NYMEX Market Data to any person.  NYMEX may terminate this Agreement immediately in the event of a breach of this Agreement by Vendor (including,  but not limited to, any (a) failure  by Vendor to make any payment to NYMEX when due, (b) failure by Vendor to state accurately or on a timely basis information required by Exhibit A hereto or any information required by Exhibit C or Exhibit D hereto, or (c) violation by any Subscriber of the Addendum), which remains uncured after fifteen (15) days written notice thereof.  Such notice having been given, this Agreement shall terminate on the date specified in such notice, whereupon Vendor shall forthwith cease to furnish any NYMEX Market Data to any person, and NYMEX will be entitled immediately to cease the furnishing of any NYMEX Market Data to Vendor.  Vendor shall pay NYMEX all amounts due NYMEX up to and including the date of termination.  NYMEX’s rights hereunder to terminate this Agreement do not limit, and are in addition to, any and all rights of NYMEX under the law to terminate this agreement.

14.	NOTICES

All notices or communications to be given under this Agreement shall be in writing ENGLISH LANGUAGE ONLY, delivered either by hand with written confirmation of receipt required, overnight courier or by registered or certified mail, return receipt requested, postage prepaid, to the parties hereto at their respective addresses set forth above and to the attention of the respective party’s General Counsel, or at such other address or to the attention of such other person as either party may from time to time designate by prior written notice to the other.  All notices will be deemed given when delivered personally, if mailed by registered or certified mail, five (5) days from the date of mailing, or if delivered by overnight courier, 72 hours after being delivered to such overnight courier.

15.	ASSIGNMENT

Neither party shall make or suffer any transfer, assignment, license, sublicense, or other disposition of any right or interest under this Agreement without the prior written consent of the other party, and any purported transfer, assignment, license, sublicense, or other disposition without the other party’s prior written consent shall be null and void and of no effect.  Notwithstanding the foregoing, NYMEX shall be entitled to assign its rights and obligations hereunder to any successor in interest to all or substantially all of its business or assets.

16.	AMENDMENTS

This Agreement may not be modified, altered, amended, changed, waived, or superseded except by agreement in writing signed by the parties hereto.

17.	WAIVERS

No provision of the Agreement may be waived except by a written instrument signed by the party charged with the waiver.  No delay or failure of either party in exercising any right with the respect to any breach or default under any provision of this Agreement, and no partial or single exercise thereof, shall be deemed to constitute a waiver of any rights with respect to any breach or default under any other provision or any additional breach or default under that provision.  Furthermore, no breach, default or threatened breach of this Agreement by either party shall relieve the other party of its obligations or liabilities under this Agreement.  Nothing in the foregoing sentence shall be construed to (a) limit the rights of NYMEX to terminate this Market Data Agreement pursuant to Paragraph 13 herein or otherwise under the law, including, but not limited to, termination for uncured breach hereof by Vendor, or (b) impose any obligation on NYMEX, or require the performance of any obligation herein by NYMEX, following termination of this Agreement.

18.	GOVERNING LAW

This agreement is made in, and shall be governed by and construed in accordance with the laws of the State of New York without regard to conflicts of law principles.  The parties hereby consent to the exclusive jurisdiction of the federal or state courts in the County of New York, State of New York for the purpose of any action or proceeding brought by either of them on or in connection with this Agreement or any alleged breach thereof.  Both parties hereby waive personal service of the summons, complaint or any other paper in any such action or proceeding, and do hereby consent to service of the same in the manner provided for notices in paragraph 14 of this Agreement.

19.	SEVERABILITY

The invalidity or unenforceability of any term of or any right arising pursuant to this Agreement or the Addendum shall in no way affect the remaining terms or rights, and the invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable provision of like economic intent and effect.

20.	BINDING EFFECT

This Agreement shall be binding upon and inure to the benefit of both parties, and their respective, permitted successors.

21.	CONSTRUCTION

Whenever the word “person” or “persons” is used in this agreement, it shall be deemed to include but is not limited to a natural person, firm, partnership, corporation, proprietorship, limited liability company, association or any other organization.  Paragraphs’ titles in no way limit or modify the contents of their respective paragraphs and are for reference purposes only.  As used herein, the singular of any term includes the plural and the plural means the singular, whenever the context so requires.

22.	ENTIRE AGREEMENT

This Agreement, together with all the Exhibits annexed hereto, constitutes the entire understanding and agreement of the parties with respect to the subject matter hereof, and supersedes all previous negotiations, representations and agreements, if any, with respect thereto between the parties.

23.	COUNTERPARTS

This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, and all of which, when taken together, shall constitute one and the same instrument.

By signing below, you agree that the following is true: (1) you represent that you have actual authority to enter into this agreement on behalf of subscriber; (2) you have read the terms stated above; (3) you understand the terms stated above; (4) a printout of the terms stated above will constitute a "writing" under any applicable law, rule or regulation; and (5) you agree to abide by all of the terms of the agreement stated above.

Primary Account Holder Electronic Signature		Date
I have typed my name on this form and hereby submit this form with the same effect as if my typed name were my manual signature.