Common use of Certificate of Conformance Clause in Contracts

Certificate of Conformance. To obtain a Certificate of Conformance, the Company must successfully and to the satisfaction of Intercontinental complete all required tests on the version of the DAI that will be released by the Company for use by Direct Access Trading Participants and employees or customers, to access the Platform. For the avoidance of doubt, the Company may only make its DAI to the Platform available to Direct Access Trading Participants and employees or customers of Direct Access Trading Participants after it has received a valid Certificate of Conformance from Intercontinental. If the Company makes any changes to its DAI, it will perform an impact analysis to ascertain if such changes may have an adverse effect on the API, API Software, the Platform, ICE Futures Canada market participants, Intercontinental or ICE Futures Canada. If following the impact analysis the Company reasonably concludes that the change will or is likely to have an adverse effect, it must so notify ICE Futures Canada and Intercontinental immediately. Intercontinental in its sole discretion, shall determine whether conformance testing of the amended Company's DAI is necessary. Where Intercontinental so determines, the Company must not use the amended DAI pending successful certification. Notwithstanding receipt by the Company of a Certificate of Conformance, Intercontinental or ICE Futures Canada may at any time disconnect any Company DAI where the operation of such DAI is detrimental to the Platform, the API, ICE Futures Canada market participants, Intercontinental or ICE Futures Canada. At any time during the certification process, Intercontinental can at its absolute discretion suspend or end testing and where it does so, Intercontinental will provide as much notice to the Company as is reasonably practicable. Upon written notice from Intercontinental, the Company must successfully complete any additional functional and volume certification testing that Intercontinental requires.