GFI Software

Email security and anti-spam for your mail servers. GFI does not guarantee that the System will always be accessible and Customer acknowledges that access to and operation of the System may be prevented by circumstances beyond GFI's control. What our customers say. Corporate Information Founded in New York in , GFI provides competitive wholesale market brokerage services in a multitude of global over-the-counter OTC and exchange listed cash and derivatives markets.

GFI Security

Confidential Information shall not be considered confidential to the extent such information is: Except as otherwise permitted hereunder, GFI may disclose Customer Information on an aggregated basis only and without directly or indirectly identifying the Customer as the specific source of such information it being understood and agreed that GFI may disclose to any person the list of the Users of the System including the Customer from time to time.

Subject to the foregoing licence, as between GFI and the Customer, the Customer retains all ownership and other rights with respect to the Customer Information. Accordingly, each party hereby expressly waives all rights to raise the adequacy of the other party's remedies at law as a defense if the other party seeks to enforce by injunction or other equitable relief the due and proper performance and observance of any of the foregoing provisions of this Clause Notwithstanding the foregoing, each party shall be entitled to pursue any other available remedies at law or equity, including the recovery of monetary damages, with respect to the actual or threatened breach of the foregoing provisions of this Clause Immediately on termination, Customer shall cease to use the System, shall withdraw its outstanding bids or offers and shall deliver to GFI or destroy all copies of the software, provided by GFI for in association with the System, in its possession or control.

All notices shall be deemed given, on the date personally delivered, when placed in the mail as specified, or when electronic or digital confirmations are received. If any part of this Agreement is held invalid, illegal or unenforceable, the remaining provisions will be unimpaired. If the matter is not eligible for arbitration before any mandatory exclusive forum, the parties agree to submit any all claims, disputes or controversies arising under this Agreement or otherwise concerning in any way the use of the System to the exclusive jurisdiction of the Federal or State Courts located in Manhattan in the State of New York.

The Approved User Registration Documentation sets out the " Relevant GFI Entity " which from time to time operates the System and acts in the capacity of inter-dealer broker in connection with they System; and each such Relevant GFI Entity shall have an interest in, take the benefit of and be bound by the terms of this Agreement. The System shall provide the facility for Customer to enter into transactions in certain financial products or derivatives, including OTC currency pair options, derivatives or other contracts and instruments, in order for such transactions to be matched with other counterparties " Transactions ".

Customer agrees that any duty under this Agreement shall apply equally to the Approved Users and that Customer shall ensure that such Approved Users act in accordance with these terms and conditions. Customer's access to and use of the System shall further be subject to and governed by the provisions of any Rules of Use. Customer will not, and will ensure that its employees and Approved Users will not, tamper with, adapt, reverse engineer, decompile, disassemble, modify, assign, sell, transfer, lease, charge, copy, disseminate or otherwise dispose of the System or Market Data in whole or part.

GFI shall, during the term of this Agreement, provide the System to Customer on such days and hours as it may establish and notify to Customer from time to time. In using the System and entering into trades, Customer will act as principal and in accordance with applicable law, regulation and market convention. GFI does not guarantee that the System will always be accessible and Customer acknowledges that access to and operation of the System may be prevented by circumstances beyond GFI's control.

GFI shall have the right with or without notice but giving as much notice as reasonably practicable to suspend or limit any Approved User's access to all or part the System, or to decline to grant access to the System to any employee or representative of Customer, for any reason, including, without limitation, in the event that i Customer, or any Approved User s , is not eligible for such access under the Rules of Use; ii GFI, in its reasonable opinion, considers such action to be necessary to protect and preserve the security or integrity of the System, GFI's rights in the System or other Approved Users of the System; or iii GFI suspects market or System abuse, misuse or non-use.

Customer, and not GFI, shall be solely and exclusively responsible for Customer's Transactions and for any and all damages, expenses, or liabilities incurred or suffered as a result of Customer's fault or negligence, as well as the fault or negligence of any individuals that Customer authorizes to access and use the System on Customer's behalf, or any individual gaining access to the System or GFIgroup. GFI shall have no duty to verify whether any information submitted to the System by any person using Customer's valid IDs was authorized by Customer and Customer will be bound by any and all such bids, offers and other orders and commands and resultant Transactions.

Recognising the global nature of the Internet and the System, Customer agrees to ensure that Approved Users will only access the System if they are eligible to enter into trades pursuant to all applicable law, including the laws and regulations of the jurisdiction or jurisdictions where the Approved Users are located or where Customer is registered.

Customer shall i comply with all reasonable instructions notified to Customer by GFI from time to time in relation to Customer's access to and use of the System; ii notify GFI immediately of any defect in the System or any unauthorized access or change to the System of which Customer becomes aware; and iii be responsible for any Transaction executed through the System as a result of the misuse of the System. Customer shall not use the System with the intention of avoiding payment of Commissions for example, by using the System to identify a potential counterparty with a view to trading directly with such counterparty outside the System, or by entering into a low volume of Transactions on the System with the specific intention of subsequently entering into further identical Transactions with the same counterparty outside the System, in each case, without using GFI as the broker.

Customer acknowledges and agrees that GFI will charge Customer a commission the "Commission" for each Transaction that is executed on behalf of Customer through the System. The representations and warranties contained in a User ECP Questionnaire, if applicable, shall be deemed ratified and repeated by the Approved User as well as by such Approved User's relevant Customer, as of each incidence of access;.

Each party represents and warrants to the other that i it has the power and authority to enter into and perform this Agreement; ii this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms; and iii the entering into and performance of this Agreement will not violate any applicable laws or regulations, or any agreement by which it is bound or by which any of its assets are affected.

For the purposes of this Agreement, " Intellectual Property Rights " shall mean all right, title and interest in and to i trade marks, service marks, brand names and other indications of origin and the goodwill associated with the foregoing; ii inventions, patents, trade secrets, know-how, processes and systems; iii copyright and database rights; and iv any other intellectual property or similar proprietary rights in any jurisdiction, in each case whether registrable or not.

GFI shall defend and indemnify Customer against a claim that the System licensed and used within the scope of this Agreement infringes any copyright, patent or other intellectual property right within the European Union or United States of a third party provided that: The provisions of the preceding sentence shall be the full extent of GFI's liability for the infringement of the intellectual or industrial property rights of any third party.

Customer acknowledges and agrees that the System, the Market Data included therein and all documentation provided by GFI in relation to the System contain materials owned by either GFI or its information providers, as applicable which is protected under copyright, trademark and other intellectual property laws and which is otherwise proprietary and confidential information to GFI " Confidential Information ".

Customer acknowledges and agrees that GFI shall be permitted, and Customer grants GFI a non-exclusive, perpetual, transferable, world-wide and royalty-free licence without warranties of any kind, express or implied , to use, distribute, sub-licence, disclose and sell for the benefit of GFI or its Affiliates any data submitted to the System by the Customer and all price, volume and other information regarding Customer's Transactions collectively " Customer Information " , including, without limitation, for the purpose of providing such Customer Information to other customers in order to facilitate trading through the System or through GFI's voice brokers and otherwise.

Each party acknowledges and agrees that, monetary damages would be difficult to calculate and may not adequately compensate the other party in connection with an actual or threatened breach of any of the foregoing provisions of this Clause 13 by such party. Either party may terminate this Agreement forthwith on written notice to the other. Any termination of this Agreement whether in whole or in part shall not affect the accrued rights or liabilities of either party under this Agreement or either party' rights and obligations under any executed Transaction.

Immediately on any termination of this Agreement, Customer shall, as soon as practicable, remove from the System any outstanding prices submitted by Customer, provided that Customer shall be bound by any Transaction resulting from any order entered into the System whether such Transaction is made before or after termination of this Agreement.

The provisions of Clauses 5, 8, 12, 13, 14, 15 and 16, as well as all disclaimers, shall survive and continue after any expiration or termination of this Agreement. For the purposes of the this Agreement, " Affiliates " shall mean a company that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with GFI or Customer. The parties to this Agreement are and shall remain independent contractors, and nothing herein shall be construed to create a partnership or joint venture between them.

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