Common use of USAGE OF THE SERVICE Clause in Contracts

USAGE OF THE SERVICE. 6.1 The Client may request the Service(s) for Internal Usage and/or for Redistribution purposes as defined in Annex 2. 6.2 In case the Client requires the Service(s) for Redistribution, the Client is hereby licenced, for the duration of this Agreement only, on a non-exclusive, non-assignable, revocable, worldwide basis to re-distribute in whole or in part the Service(s) and the Data externally, and it is defined as a “Redistributor” according to this Agreement. In case the Client requires the Service(s) for Internal Usage only, it is defined as an “End Customer”. 6.3 Redistribution includes the right to use, store, reproduce, make available and re- distribute the Service(s) and/or the Data and/or Derived Data in whole or in part as part of the Client’s services, in accordance with this Agreement, to customers (“Client’s Customers”). In this Agreement Derived Data means any and all data created or derived from, or on the basis of, the Data using calculations, computations or any other mathematical or other manipulations or processes applied to the Data and that cannot be reverse engineered back to the Data or used as a replacement or substitute for the Data In redistributing the Service(s) and/or the Data, the Client: (i) shall not pass off end of day market Data as they were real-time and clearly communicate to Clients’ Customers that the Data are supplied on an end of day basis; (ii) in relation to the Services, shall clearly indicate Borsa Italiana as the source of the Data and shall ensure that the Client’s Customers which are redistributors identify the Data as being from Borsa Italiana; (iii) shall provide in the agreements with the Client’s Customers provisions substantially similar to those contained in clause 6.7 letter a) and b); (iv) shall provide in the agreements with the Client’s Customers that in case the Client’s Customer redistributes the Service(s) and/or the Data and/or Derived Data in whole or in part as part of the Client’s Customer ’s services, it is required to contact Borsa Italiana and Borsa Italiana may also contact directly the Client to enter, if it is the case, into an agreement with Borsa Italiana to get the proper licence and pay any relevant fees (v) shall insert in the agreements with the Client’s Customers appropriate provisions allowing the right for Borsa Italiana, directly or through third parties, to carry out the verification activities provided under clause 9 of this Agreement. 6.4 The Client shall maintain effective control mechanisms for the prevention of any unauthorised activity carried out on the Service(s) and the Data by the Client’s Customers. In any case the Client shall, by taking appropriate measures - and if necessary by suspending or ceasing the supply of the Service(s) and the Data -, ensure that no unauthorised distribution of the Service(s) and the Data takes place. The Client shall secure the relevant clauses to be embedded in its supply agreements. 6.5 The Client undertakes to immediately suspend the distribution of the Service(s) and the Data to those Client’s Customers in relation of which Borsa Italiana required suspension due to Borsa Italiana’s suspect that such Client’s Customer make an inappropriate / illegitimate use of the Service(s) and/or the Data. 6.6 The Client acknowledges and agrees that Redistribution attracts Redistribution Charges as defined and according to Annex 2. 6.7 In case of Internal Usage, the Client undertakes: (a) not to use, distribute, publish, transfer or make otherwise available to any third parties, for whatsoever reason, directly or indirectly and in any form, all or part of the Data and or of the Service(s); and (b) to inform, with appropriate means, any of its employees and service providers who have access to the Data and the Service(s) that they are forbidden to directly or indirectly redistribute, publish or transfer to third parties, for whatsoever reason, all or part of such Data or of the Service(s) in any form, and (c) to immediately notify Borsa Italiana of any violation of such prohibition that may have come to the Client’s knowledge, and of the measures taken vis-à- vis the aforesaid persons to punish such violations and to prevent the continuation or repetition thereof.

Appears in 1 contract

Sources: Data Services Agreement

USAGE OF THE SERVICE. 6.1 The Client may request the Service(s) for Internal Usage and/or for Redistribution purposes as defined in Annex 2. 6.2 In case the Client requires the Service(s) for Redistribution, the Client is hereby licenced, for the duration of this Agreement only, on a non-exclusive, non-assignable, revocable, worldwide basis to re-distribute in whole or in part the Service(s) and the Data externally, and it is defined as a “Redistributor” according to this Agreement. In case the Client requires the Service(s) for Internal Usage only, it is defined as an “End Customer”. 6.3 Redistribution includes the right to use, store, reproduce, make available and re- re-distribute the Service(s) and/or the Data and/or Derived Data in whole or in part as part of the Client’s services, in accordance with this Agreement, to customers (“Client’s Customers”). In this Agreement Derived Data means any and all data created or derived from, or on the basis of, the Data using calculations, computations or any other mathematical or other manipulations or processes applied to the Data and that cannot be reverse engineered back to the Data or used as a replacement or substitute for the Data In redistributing the Service(s) and/or the Data, the Client: (i) shall not pass off end of day market Data as they were real-time and clearly communicate to Clients’ Customers that the Data are supplied on an end of day basis; (ii) in relation to the Services, shall clearly indicate Borsa Italiana as the source of the Data and shall ensure that the Client’s Customers which are redistributors identify the Data as being from Borsa Italiana; (iii) shall provide in the agreements with the Client’s Customers provisions substantially similar to those contained in clause 6.7 letter a) and b); (iv) shall provide in the agreements with the Client’s Customers that in case the Client’s Customer redistributes the Service(s) and/or the Data and/or Derived Data in whole or in part as part of the Client’s Customer ’s services, it is required to contact Borsa Italiana and Borsa Italiana may also contact directly the Client to enter, if it is the case, into an agreement with Borsa Italiana to get the proper licence and pay any relevant fees; (v) shall insert in the agreements with the Client’s Customers appropriate provisions allowing the right for Borsa Italiana, directly or through third parties, to carry out the verification activities provided under clause 9 of this Agreement. 6.4 The Client shall maintain effective control mechanisms for the prevention of any unauthorised activity carried out on the Service(s) and the Data by the Client’s Customers. In any case the Client shall, by taking appropriate measures - and if necessary by suspending or ceasing the supply of the Service(s) and the Data -, ensure that no unauthorised distribution of the Service(s) and the Data takes place. The Client shall secure the relevant clauses to be embedded in its supply agreements. 6.5 The Client undertakes to immediately suspend the distribution of the Service(s) and the Data to those Client’s Customers in relation of which Borsa Italiana required suspension due to Borsa Italiana’s suspect that such Client’s Customer make an inappropriate / illegitimate use of the Service(s) and/or the Data. 6.6 The Client acknowledges and agrees that Redistribution attracts Redistribution Charges as defined and according to Annex 2. 6.7 In case of Internal Usage, the Client undertakes: (a) not to use, distribute, publish, transfer or make otherwise available to any third parties, for whatsoever reason, directly or indirectly and in any form, all or part of the Data and or of the Service(s); and (b) to inform, with appropriate means, any of its employees and service providers who have access to the Data and the Service(s) that they are forbidden to directly or indirectly redistribute, publish or transfer to third parties, for whatsoever reason, all or part of such Data or of the Service(s) in any form, and (c) to immediately notify Borsa Italiana of any violation of such prohibition that may have come to the Client’s knowledge, and of the measures taken vis-à- à-vis the aforesaid persons to punish such violations and to prevent the continuation or repetition thereof.

Appears in 1 contract

Sources: Bit Data Services Agreement