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These terms of use (the “Terms of Use”) are entered into between you and EDX Clearing LLC and affiliates (“EDX”) and govern your access and use of the Web site located at https://edxmarkets.com/ and any other addresses of EDX you access (“Site”), and any and all systems now or in the future that EDX provides for access to EDX services and information, including exchange and clearing services for digital assets (“Services”). By accessing, viewing or using any of the Services, you indicate your acknowledgement and acceptance of these Terms of Use.
EDX may amend these Terms of Use at any time by posting amendments on the Site and you understand that such amendments will be binding on you effective as of such posting. Your continued use of the Services after the effective date of any such amendment shall constitute your ratification of, and agreement to, any such amendment.
EDX may in its sole discretion, release, update, enhance or otherwise make changes to the Services, including adding or removing features and functionality, discontinuing portions or functionality, in whole or in part at any time and without prior notice.
In addition to these Terms of Use, your use of the Services is governed by the EDX Rulebooks and related EDX user agreements (collectively the “EDX Rulebooks”), as may be amended from time to time. The EDX Rulebooks and any related EDX agreements to which you may be a party supersede any conflicting terms contained in these Terms of Use.
Unless otherwise required by law or regulation, you may not sell, lease, furnish or otherwise permit or provide access to EDX to any other entity or to any individual that is not your employee, customer, or agent. You accept full responsibility for your employees’, customers’, and agents’ use of the Services, which use must comply with your obligations under these Terms of Use and related agreements. You will take reasonable security precautions to prevent unauthorized use of or access to EDX, including unauthorized entry of information into EDX, or the information and data made available therein. You may not sell, lease, furnish or otherwise permit or provide access to any data feed containing quotation or trade information from EDX (“EDX Data”) to any third party unless it signs and complies with a separate EDX Market Data Agreement or other similar agreement.
You are solely responsible for controlling, monitoring and securing the access and use of any username or password used to access the Services and you must not disclose or permit any other person to disclose them to any third party. You are solely responsible for the security of any hardware and software you use to access the Services, including your computer, internet provider and web browser. You must install all security patches and updates as well as any anti-virus, anti-malware or other security related software, and comply with any related security bulletins or instructions from EDX.
By using the Services, you agree that (a) You will not in whole or in part copy, modify, reverse engineer, reverse assemble or reverse compile Services or any of the content or information displayed thereon or issued by the Services, and you will not communicate, distribute, rent, sell, retransmit, redistribute, release or re-license the Services or any of the content or information displayed thereon to any third party (other than as may be agreed to in writing with EDX); (b) You will not use or permit the use of the content, information and data displayed on or issued by the Services for any illegal purpose nor shall you post on or transmit through the Services any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, sexually explicit, profane, hateful, racially, ethnically, or otherwise objectionable material of any kind, including but not limited to, any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or international law or any other material, activity or purpose that EDX in its sole discretion deems unacceptable; (c) You shall use the Services and EDX Data for internal business purposes only (other than as may be agreed to in writing with EDX); and (d) You shall not use or permit the use of the Services other than in accordance with these Terms of Use
Your access to and use of the Services may be monitored by EDX for its own purposes and not for your benefit. EDX may, in its sole discretion, with or without cause, suspend, terminate or restrict at any time your access to and use of the Services.
EDX does not guarantee continuous, uninterrupted or secure access to the Services. The transmission of data on any electronic system may be subject to: interruption; interference; blackout; failure; systems or service unavailability or failure; hardware or software malfunction or failure; interception by third parties; unauthorized access; theft; modification or inaccuracy. You acknowledge that the reliability, availability, performance and other aspects of the Internet are beyond EDX’s reasonable control.
You agree that EDX has proprietary rights in its trade names, trademarks, service marks, logos, copyrights and patents, registered or unregistered (collectively, the “Marks”). You agree that you shall not use EDX’s Marks in any way that would infringe upon the rights of EDX or any other party. Further, these Terms of Use shall not grant you the right to use EDX’s Marks in any marketing, promotional or other materials without the prior review and written consent of EDX.
The Services are the exclusive proprietary property of EDX. You have no rights with respect to the Services other than those expressly set forth in these Terms of Use or any related agreement to which you are a party. The Services are protected by intellectual property laws including, but not limited to, laws relating to copyrights, patents, trade secrets, trademarks and service marks, which are and shall remain the sole property of EDX. Nothing in these Terms of Use or displayed on or contained in the Services or elsewhere, should be construed as granting, expressly, by implication, estoppel or otherwise, any license or right to use any Marks, copyrighted materials, patents, trade secrets, trademarks, service marks or other proprietary rights of EDX. You must use best efforts to ensure that any partners, officers, directors, employees and agents maintain sole control and possession of, and sole access to, EDX information and data obtained by you or such persons. Unless and except as otherwise specified, EDX reserves complete title and rights for materials downloaded from the Services.
THE SERVICES ARE PROVIDED AS-IS, WITHOUT WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED CONDITIONS OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE, ANY IMPLIED WARRANTY ARISING FROM TRADE USAGE, COURSE OF DEALING OR COURSE OF PERFORMANCE, AND OF ANY OTHER WARRANTY OR OBLIGATION WITH RESPECT TO THE SYSTEM, SERVICES OR ANY SOFTWARE OR OTHER MATERIALS MADE AVAILABLE TO YOU AND ALL SUCH OTHER WARRANTIES ARE HEREBY DISCLAIMED. THERE IS NO GUARANTY THAT THE SERVICES PROVIDED BY EDX WILL MEET THE YOUR REQUIREMENTS, BE ERROR FREE, OR OPERATE WITHOUT INTERRUPTION. EDX MAKES NO WARRANTIES OF ANY KIND AS TO THE FITNESS, CAPACITY, OR CONDUCT OF ANY OTHER PERSON HAVING ACCESS TO EDX AND SHALL NOT BE HELD LIABLE (UNLESS SPECIFICALLY STATED OTHERWISE IN THESE TERMS OF USE) TO OR THROUGH YOU OR OTHERWISE FOR ANY USE OR ABUSE WHATSOEVER OF EDX BY ANOTHER PERSON HAVING ACCESS TO EDX, INCLUDING, WITHOUT LIMITATION, ANY FAILURE TO CONCLUDE TRANSACTIONS OR OBSERVE APPLICABLE MARKET REGULATIONS OR CONVENTIONS OR TO PAY REQUISITE TAXES OR OTHER CHARGES ON ANY TRANSACTIONS OR TO OTHERWISE ACT LAWFULLY.
ABSENT FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT BY EDX, UNDER NO CIRCUMSTANCES WILL EDX OR ITS AGENTS, AFFILIATES OR LICENSORS BE LIABLE FOR ANY LOSS, DAMAGE, CLAIM OR EXPENSE, INCLUDING WITHOUT LIMITATION ANY DIRECT, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES OR LOST PROFITS, WHETHER FORESEEABLE OR UNFORESEEABLE, BASED ON YOUR CLAIMS OR THE CLAIMS OF YOUR CUSTOMERS, EMPLOYEES OR AGENTS (INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR LOSS OF DATA, GOODWILL, USE OF MONEY OR USE OF EDX, INTERRUPTION IN USE OR AVAILABILITY OF EDX OR THE SERVICES, STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS), ARISING OUT OF BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE. THIS SECTION WILL NOT APPLY ONLY WHEN AND TO THE EXTENT THAT APPLICABLE LAW SPECIFICALLY REQUIRES LIABILITY, DESPITE THE FOREGOING EXCLUSION AND LIMITATION.
You agree to indemnify and hold harmless EDX, its owners, subsidiaries, and affiliates, its and their respective officers, directors, employees, and agents, and any related persons and entities, from and against all expenses, costs, and damages (including any reasonable legal fees and expenses), direct and/or incidental in nature, claims, demands, proceedings, suits, and actions, and all liabilities resulting from, in connection with, or arising out of any failure by you to materially comply with your obligations under these Terms of Use and for any loss or claim which may arise from a claim that one or more trades or orders in securities or tokens placed by you with EDX were in violation of any state or federal law or exchange rules unless such expenses, costs, damages, claims, demands, proceedings, suits, actions, or liabilities arise from EDX’s gross negligence, willful misconduct, fraud or breach of EDX’s obligations under these Terms of Use.
Notice to you may be made via email, registered or certified mail, return receipt requested, to your most current address on record with EDX. Notices of changes to these Terms of Use or other matters may also be made by posting to the Site or providing a click through screen through the Services. You may give notice to EDX by email at [email protected] or registered or certified mail, return receipt requested, to EDX Clearing LLC, 200 W Madison, Suite 1450 Chicago, IL 60606 to the attention of the Legal Department.
These Terms of Use will be governed by and interpreted in accordance with the internal laws of the State of Illinois, USA. You submit to the jurisdiction of the state and federal courts in and for the State of Illinois, USA for the resolution of any dispute arising under these Terms of Use.
