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| The Squawk Box Services of New York Mercantile Exchange, Inc.
("NYMEX") will be provided to you, the "Subscriber,"
only if you agree to be bound by, and to comply with, the terms
and conditions of this NYMEX Squawk Box Services Agreement ("Agreement")
by clicking on the "I AGREE" icon below. |
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| 1. |
Squawk Boxes
During open outcry trading on NYMEX of natural gas futures contracts
and crude oil futures contracts (collectively, the "Contracts"),
NYMEX offers from its trading floor live audio broadcasts of NYMEX
Market Data, accessible to authorized users from a specified page
of the NYMEX website (collectively, the "NYMEX Squawk Boxes"
and, individually, the "NYMEX Natural Gas Squawk Box"
and the "NYMEX Crude Oil Squawk Box"). For purposes of
this Agreement, "NYMEX Market Data" means any and all
information and data pertaining to the trading of the Contracts
on NYMEX, including but not limited to current bid and ask prices,
trade, and quantity information, any additional trading information
and data as NYMEX may provide from time to time, and any information,
data and/or materials derived from any of the foregoing which convey
information substantially equivalent to the foregoing. |
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| 2. |
Services
Subject to your assent to and compliance with the terms and conditions
of this Agreement and your completion of the NYMEX Squawk Box registration
form, (i) NYMEX will provide you a URL, a "User ID" and
a password to enable you to access each of the NYMEX Squawk Box(es)
to which you subscribe (i.e. the NYMEX Crude Oil Squawk Box and/or
the NYMEX Natural Gas Squawk Box); and (ii) NYMEX hereby grants
to you a limited, worldwide, non-exclusive license to access NYMEX
Market Data via such NYMEX Squawk Box(es) and to use NYMEX Market
Data solely for the purposes set forth in this Agreement. If you
subscribe to both Squawk Boxes, you will be able to listen to both
simultaneously; however, you will be billed for two Squawk Boxes
and, in order to access either Squawk Box, you must utilize the
User ID and password issued to you by NYMEX specifically for that
Squawk Box. |
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| 3. |
Use of NYMEX Market Data
You acknowledge and agree that (i) NYMEX Market Data constitutes
exclusive and valuable confidential information and trade secrets
exclusively proprietary to NYMEX; (ii) but for this Agreement,
you would have no access to NYMEX Market Data via the NYMEX Squawk
Box(es); (iii) the transmission, timeliness, clarity, quality,
sequence, accuracy or completeness of NYMEX Market Data, the Squawk
Boxes and the services provided under this Agreement are not guaranteed;
and (iv) you shall not record, or otherwise facilitate re-transmission
of, the NYMEX Market Data at any time or for any purpose.
You agree to (i) use NYMEX Market Data only for your internal
business activities and/or informational purposes in connection
with (a) trading of the Contracts, NYMEX miNY™ energy futures
contracts, and/or OTC products for your own account or for the
account of your customers, or (b) evaluating, for your own internal
business use or in connection with providing advice to your customers,
the movements or trends in markets for the Contracts, NYMEX miNY™
energy futures contracts, and/or OTC products, unless NYMEX provides
you prior written permission to engage in other uses of the NYMEX
Market Data; (ii) take all reasonable action to prevent any unauthorized
natural person, proprietorship, corporation, partnership, limited
liability company or other organization (collectively, "Person")
from accessing, obtaining or using NYMEX Market Data, and (iii)
promptly notify NYMEX of any unauthorized use of NYMEX Market
Data of which you become aware. You additionally agree that without
the prior written consent of NYMEX, you will not, and not to permit
any other Person to (x) copy, reproduce, or record any of the
NYMEX Market Data in any manner or media; (y) use NYMEX Market
Data for any illegal purpose or to compete with NYMEX in any way;
or (z) communicate or otherwise furnish or disseminate NYMEX Market
Data, in any form, to any Person who is not authorized to receive
the NYMEX Market Data.
On a monthly basis, NYMEX will bill the credit card you identify
when you subscribe to the NYMEX Squawk Box Services for those
fees you owe for the right to access the NYMEX Crude Oil Squawk
Box and/or the NYMEX Natural Gas Squawk Box ("Fees"),
calculated in accordance with the then current fee schedule posted
by NYMEX ("Fee Schedule"). You agree that NYMEX will
have the unilateral right to change its Fees by giving Subscriber
thirty (30) days prior written notice of such changes. |
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4. |
Fees
On a monthly basis, NYMEX will bill the credit card you identify
when you subscribe to the NYMEX Squawk Box Services for those fees
you owe for the right to access the NYMEX Crude Oil Squawk Box and/or
the NYMEX Natural Gas Squawk Box ("Fees"), calculated
in accordance with the then current fee schedule posted by NYMEX
("Fee Schedule"). You agree that NYMEX will have the unilateral
right to change its Fees by giving Subscriber thirty (30) days prior
written notice of such changes. |
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5. |
Right of Inspection and Periodic Audits
You agree to give access to any Persons designated by NYMEX, during
regular business hours, to any place(s) where you receive NYMEX
Market Data, for purposes of inspection of your usage of NYMEX Market
Data and assessing your compliance with the provisions of this Agreement.
Such inspections may include, without limitation, spontaneous visual
inspections of hardware, devices and any other attachments or apparatuses,
and inspections of physical connections to the NYMEX Squawk Boxes
and/or the relevant technology trail. |
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6. |
Reporting
You agree to furnish promptly to NYMEX any information or reports
relating to your receipt and/or use of the NYMEX Market Data that
NYMEX may request. |
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7. |
Term and Termination
This Agreement will become effective when you indicate your assent
to be bound by this Agreement and may be terminated for any reason,
by you or by NYMEX, upon notice. You acknowledge that NYMEX may
at any time and for any reason, in its sole discretion, (i) discontinue
the NYMEX Squawk Boxes or alter or eliminate any aspect of the NYMEX
Squawk Boxes (including but not limited to features, capabilities
and functions), and/or (ii) suspend or terminate your rights hereunder.
You are obligated to pay NYMEX all amounts due to NYMEX up to and
including the last day of the then current calendar month in which
the effective date of termination falls. |
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8. |
Indemnification
You agree to indemnify and hold NYMEX, its affiliates and subsidiaries
and licensors, and the respective members, directors, officers,
employees and agents of NYMEX and its affiliates and subsidiaries
and licensors (collectively, "NYMEX Parties"), harmless
from and against any and all claims, demands, causes of action,
damages, liabilities, costs and expenses, arising out of or in connection
with this Agreement. |
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9. |
Disclaimers
YOU AGREE THAT THE NYMEX SQUAWK BOXES, AND NYMEX MARKET DATA OR
ANY OTHER INFORMATION BROADCAST VIA THE NYMEX SQUAWK BOXES, DO NOT
CONSTITUTE TRADING ADVICE AND ARE PROVIDED "AS IS." TO
THE EXTENT PERMITTED BY APPLICABLE LAWS, NONE OF THE NYMEX PARTIES
MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH
RESPECT TO NYMEX MARKET DATA, THE NYMEX SQUAWK BOXES, OR THE SERVICES
PROVIDED HEREUNDER, OR THE TRANSMISSION, TIMELINESS, CLARITY, QUALITY,
SEQUENCE, ACCURACY OR COMPLETENESS THEREOF, INCLUDING, WITHOUT LIMITATION,
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. |
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10. |
Limitations of Liability and Damages
To the extent permitted by applicable law, none of the NYMEX Parties
will be liable under any circumstances to you, or any other Person,
for any direct or indirect, consequential, special, incidental damages
or other losses whatsoever arising out of or in connection with
the services, the NYMEX Squawk Boxes or NYMEX Market Data provided
pursuant to this Agreement, including but not limited to distorted,
garbled, inaudible, inaccurate, incomplete, delayed, or interrupted
NYMEX Market Data, other errors or omissions in the reporting, transmission,
or broadcast thereof, hardware or software failures of any kind,
or unavailability or interrupted network connectivity, regardless
of the legal or equitable theory upon which the claim is based,
and whether or not (i) resulting from negligence on the part of
any NYMEX Parties, (ii) resulting from any cause beyond NYMEX's
reasonable control, or (iii) any of the NYMEX Parties is advised
of or foresees the possibility thereof. If the foregoing disclaimers
and limitations of liability should be deemed invalid or ineffective
by a court of competent jurisdiction, the collective, the cumulative
liability of the NYMEX Parties hereunder shall be limited to the
actual amount of any loss or damage. |
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11. |
Support
Any questions or problems you may have relating to the NYMEX Squawk
Boxes and/or your usage thereof should be directed to the NYMEX
Customer Service Center at 1-800-438-8616 or via email to squawk@nymex.com.
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| 12. |
Notices
All notices or communications to NYMEX under this Agreement must
be in writing, in English, and delivered via e-mail addressed to
squawk@nymex.com, with a confirmation copy sent via mail to The
NYMEX Customer Service Center, One North End Avenue, World Financial
Center, New York, New York 10282, or to such other address or e-mail
address as NYMEX may from time to time designate. Any notices from
NYMEX to you regarding this Agreement will be sent to the e-mail
address you provided in the registration form or any substitute
e-mail address of which you have notified NYMEX. All notices will
be deemed given when delivered. |
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| 13. |
Miscellaneous
This Agreement shall be governed by and construed in accordance
with the laws of the State of New York, without regard to conflicts
of law principles. You hereby consent to the jurisdiction of the
courts of the County of New York, State of New York. This Agreement,
together with the Fee Schedule (as such Fee Schedule may be amended
from time to time), constitutes the entire understanding of you
and NYMEX with respect to the subject matter hereof. With the exception
of NYMEX's right to amend the Fee Schedule as provided herein, this
Agreement may not be modified, altered, amended changed, waived,
or superseded except by written agreement. NYMEX may assign this
Agreement at any time. You may not assign, license, or sublicense
all or any part of this Agreement without the prior written consent
of NYMEX. No delay or failure of NYMEX 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 breach or default under
that provision. If, for any reason, one or more provisions of this
Agreement is held invalid, the other provisions of the Agreement
shall remain in full force and effect. Headings are for reference
purposes only and shall in no way limit or modify the contents of
their respective paragraphs. As used herein, the singular of any
term included the plural and the plural means the singular, whenever
the context so requires. This Agreement shall be binding upon and
shall inure to the benefit of you and NYMEX, and the respective
heirs, successors in interest, and permitted assigns of you and
NYMEX. |
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| BY CLICKING "I AGREE" BELOW, YOU ARE ENTERING INTO
A BINDING AND VALID AGREEMENT. IF YOU DO NOT AGREE WITH ANY OF THE
TERMS OR CONDITIONS OF THIS AGREEMENT, CLICK "I DO NOT AGREE"
AND YOU WILL NOT BE PERMITTED TO ACCESS THE NYMEX SQUAWK BOXES. |
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I agree |
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I disagree |
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