Common use of Interpretation and Order of Precedence Clause in Contracts

Interpretation and Order of Precedence. 2.1 In this Index Agreement a reference to: 2.1.1 a Clause or Schedule is, except where expressly stated otherwise, a reference to a clause of and schedule to this Index Agreement; 2.1.2 a word importing one gender shall (where appropriate) include any other gender and a word importing the singular shall (where appropriate) include the plural and vice versa; and 2.1.3 any statute or statutory provision includes, except where otherwise stated, the statute or statutory provision as amended, consolidated or re-enacted from time to time, and includes any subordinate legislation made under the statute or statutory provision (as so amended, consolidated or re-enacted). 2.2 The headings in this Index Agreement are for convenience only and shall not affect its interpretation. 2.3 If there is any conflict and/or inconsistency between these Terms and Conditions, the Schedules the Cboe Europe Index Licence Order Form, the Price List, the Cboe Europe Index Data Policy, the Rules and Methodology, which shall all form a part to this Index Agreement, the following order of precedence shall apply: 2.3.1 first, the Price List; 2.3.2 second, the Cboe Europe Index Licence Order Form; 2.3.3 third, the Cboe Europe Index Data Policy; 2.3.4 fourth, these Terms and Conditions; 2.3.5 fifth, the Rules and Methodology; and 2.3.6 sixth, the Schedules. 3 Grant of License; Restrictions; Provision of the Index Data 3.1 The Recipient shall complete the Cboe Europe Index Licence Order Form indicating which uses of the Index Data it wishes to make and the associated licence, (Advisory and Brokerage, White Labelling, Non Display and/or Media Clients, as well as the FactSet Data licence) as further detailed in the Cboe Europe Index Data Policy. If the FactSet Data licence is selected, the additional terms set out in Schedule 2 shall apply. If a Cboe Europe Index Licence Order Form is approved by Cboe and agreed between the Parties, the Recipient acknowledges, understands and agrees that it shall only be licensed in accordance with the applicable provisions herein. The Recipient shall submit an updated Cboe Europe Index Licence Order Form as soon as reasonably possible if any of the information in the Cboe Europe Index Licence Order Form becomes inaccurate. 3.2 In consideration of, and subject to, the payment of the applicable Fees, Cboe grants the Recipient, during the term of this Index Agreement, a limited, non-exclusive, non-transferable, world-wide licence on the terms and conditions set out in this Index Agreement. 3.3 Any other use of the Index Data by the Recipient, the Index Data Clients, the Individual Users, or the WLCs, other than those explicitly licensed in accordance with this Index Agreement and the Cboe Europe Index Data Policy (including but not limited to using the Index Data to create derived indices or other financial products not contemplated in the licences hereunder) shall require express prior authorisation by Cboe. If Cboe agrees to any additional uses, the Parties shall sign and agree an amended Cboe Europe Index Licence Order Form (including any changes to the Index Agreement Cboe requires) and the Recipient shall be deemed licensed for such purpose. 3.4 Cboe expressly reserves any and all other rights in and to the Index Data other than the limited licence rights granted in accordance with the Index Agreement. 3.5 The Recipient shall procure that each and all of its Index Data Clients, if any, shall be made aware of the Cboe Europe Index Data Policy and accept it in its entirety as applicable to them. The Recipient shall be liable and responsible for each and every: 3.5.1 Individual User’s access to the Index Data via the Recipient and their compliance with this Index Agreement; and 3.5.2 Index Data Clients’ access to the Index Data via the Recipient and their compliance with this Index Agreement. 3.6 Other than as provided in this Index Agreement or the Cboe Europe Index Data Policy, the Recipient shall procure that no Index Data Client or the Service Provider Distributes the Index Data unless with the prior written consent of Cboe. If the Recipient becomes aware of any Index Data Clients or Service Providers that Distribute and/or intend to Distribute the Index Data it shall inform Cboe immediately and instruct such parties to contact Cboe in respect of the same. Without prejudice to the foregoing, the Recipient shall ensure that each and every Service Provider is subject to contractual obligations directly enforceable by Cboe no less onerous than the Recipient is subject to under this Index Agreement and the Recipient shall be liable and responsible for each and every Service Provider’s compliance with this Index Agreement. 3.7 The Recipient agrees to identify at all times Cboe as the source of the Index Data. Without limitation, any reference in the Index Data to any trade ▇▇▇▇ of Cboe by the Recipient shall acknowledge Cboe’s rights in such ▇▇▇▇ as follows: “Cboe Global Markets®” is a registered trade ▇▇▇▇ of Cboe Global Markets, Inc., a company incorporated in the United States of America with registered address at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇. Cboe shall own any and all rights including without limitation Intellectual Property rights and any and all goodwill arising directly or indirectly out of the Recipient’s use of the “Cboe Global Markets®”, “Cboe®” and “Bats®”” trademarks.

Interpretation and Order of Precedence. 2.1 In this Index Agreement a reference to: 2.1.1 a Clause or Schedule is, except where expressly stated otherwise, a reference to a clause of and schedule to this Index Agreement; 2.1.2 a word importing one gender shall (where appropriate) include any other gender and a word importing the singular shall (where appropriate) include the plural and vice versa; and 2.1.3 any statute or statutory provision includes, except where otherwise stated, the statute or statutory provision as amended, consolidated or re-enacted from time to time, and includes any subordinate legislation made under the statute or statutory provision (as so amended, consolidated or re-enacted). 2.2 The headings in this Index Agreement are for convenience only and shall not affect its interpretation. 2.3 If there is any conflict and/or inconsistency between these Terms and Conditions, the Schedules the Cboe Europe Bats Index Licence Order Form, the Price List, the Cboe Europe Bats Index Data Policy, the Rules and Methodology, which shall all form a part to this Index Agreement, the following order of precedence shall apply: 2.3.1 first, the Price List; 2.3.2 second, the Cboe Europe Bats Index Licence Order Form; 2.3.3 third, the Cboe Europe Bats Index Data Policy; 2.3.4 fourth, these Terms and Conditions; 2.3.5 fifth, the Rules and Methodology; and 2.3.6 sixth, the Schedules. 3 Grant of License; Restrictions; Provision of the Index Data 3.1 The Recipient shall complete the Cboe Europe Bats Index Licence Order Form indicating which uses of the Index Data it wishes to make and the associated licence, (Advisory and Brokerage, White Labelling, Non Display and/or Media Clients, as well as the FactSet Data licence) as further detailed in the Cboe Europe Bats Index Data Policy. If the FactSet Data licence is selected, the additional terms set out in Schedule 2 shall apply. If a Cboe Europe Bats Index Licence Order Form is approved by Cboe and agreed between the Parties, the Recipient acknowledges, understands and agrees that it shall only be licensed in accordance with the applicable provisions herein. The Recipient shall submit an updated Cboe Europe Bats Index Licence Order Form as soon as reasonably possible if any of the information in the Cboe Europe Bats Index Licence Order Form becomes inaccurate. 3.2 In consideration of, and subject to, the payment of the applicable Fees, Cboe grants the Recipient, during the term of this Index Agreement, a limited, non-exclusive, non-transferable, world-wide licence on the terms and conditions set out in this Index Agreement. 3.3 Any other use of the Index Data by the Recipient, the Index Data Clients, the Individual Users, or the WLCs, other than those explicitly licensed in accordance with this Index Agreement and the Cboe Europe Bats Index Data Policy (including but not limited to using the Index Data to create derived indices or other financial products not contemplated in the licences hereunder) shall require express prior authorisation by Cboe. If Cboe agrees to any additional uses, the Parties shall sign and agree an amended Cboe Europe Bats Index Licence Order Form (including any changes to the Index Agreement Cboe requires) and the Recipient shall be deemed licensed for such purpose. 3.4 Cboe expressly reserves any and all other rights in and to the Index Data other than the limited licence rights granted in accordance with the Index Agreement. 3.5 The Recipient shall procure that each and all of its Index Data Clients, if any, shall be made aware of the Cboe Europe Bats Index Data Policy and accept it in its entirety as applicable to them. The Recipient shall be liable and responsible for each and every: 3.5.1 Individual User’s access to the Index Data via the Recipient and their compliance with this Index Agreement; and 3.5.2 Index Data Clients’ access to the Index Data via the Recipient and their compliance with this Index Agreement. 3.6 Other than as provided in this Index Agreement or the Cboe Europe Bats Index Data Policy, the Recipient shall procure that no Index Data Client or the Service Provider Distributes the Index Data unless with the prior written consent of Cboe. If the Recipient becomes aware of any Index Data Clients or Service Providers that Distribute and/or intend to Distribute the Index Data it shall inform Cboe immediately and instruct such parties to contact Cboe in respect of the same. Without prejudice to the foregoing, the Recipient shall ensure that each and every Service Provider is subject to contractual obligations directly enforceable by Cboe no less onerous than the Recipient is subject to under this Index Agreement and the Recipient shall be liable and responsible for each and every Service Provider’s compliance with this Index Agreement. 3.7 The Recipient agrees to identify at all times Cboe as the source of the Index Data. Without limitation, any reference in the Index Data to any trade ▇▇▇▇ of Cboe by the Recipient shall acknowledge Cboe’s rights in such ▇▇▇▇ as follows: “Cboe Global Markets®” is a registered trade ▇▇▇▇ of Cboe Global Markets, Inc., a company incorporated in the United States of America with registered address at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇. Cboe shall own any and all rights including without limitation Intellectual Property rights and any and all goodwill arising directly or indirectly out of the Recipient’s use of the “Cboe Global Markets®”, “Cboe®” and “Bats®”” trademarks.