EXHIBIT 10.4
PCQUOTE, INC.
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DATAFEED LICENSE AGREEMENT
This Agreement is made effective April 1st, 1999 by and between PC QUOTE, INC.
(hereinafter referred to as "HTI" to be named HyperFeed Technologies, Inc.), a
Delaware corporation with its principal place of business at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and ▇▇▇▇▇▇▇.▇▇▇ (hereinafter referred
to as "LICENSEE"), a DELAWARE CORPORATION, with its principal place of business
at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
HTI and LICENSEE agree as follows:
1. Parties. This Agreement shall apply to said LICENSEE and all of its
subsidiaries and related companies ("affiliates").
2. Definitions
A. HYPERTOOLS, API, and/or SDK
HTI's programming interface software licensed to LICENSEE for development
of market data applications. The HYPERTOOLS which are subject to this
License Agreement are set forth in the attached Schedule of Services and
Fees (the "Schedule") attached hereto and incorporated herein by reference
and as may be amended by agreement, in writing, of the parties.
B. HTI's DATAFEED
A digital market datafeed provided via Internet, Satellite or land line
containing market data information obtained, selected and consolidated
under the authority of various agencies and other information providers
listed in Section 10 of this Agreement, and transmitted to LICENSEE in
accordance with the Schedule.
3. Scope of Use. LICENSEE's and its affiliates' permitted use of the DATAFEED
and HYPERTOOLS is limited as set forth in the attached Schedule.
4. HYPERTOOLS and the DATAFEED
A. The HYPERTOOLS includes existing HTI modules and applications that
enable LICENSEE to interface with the DATAFEED. As new modules and
applications become available for those HYPERTOOLS licensed to LICENSEE
hereunder, or existing modules and applications are enhanced, these may be
made available to LICENSEE without cost (other than the license fee(s)
specified in the Schedule), but shall not include additional services.
B. The DATAFEED includes financial market information obtained by HTI
from institutions, exchanges and other information providers listed in
Section 10 of this Agreement. This market data information includes stock
quotes, option prices and other related information. Data content may be
modified from time to time due to policy and/or content changes implemented
by the original information providers.
5. Grant of License
A. HTI grants to LICENSEE and LICENSEE accepts on the terms and
conditions set forth in this Agreement, a non-transferable and
non-exclusive license to use the DATAFEED in conjunction with the
HYPERTOOLS according the Scope of Use in the attached Schedule.
B. HTI shall consolidate, update and transmit the DATAFEED to LICENSEE
according to the attached Schedule as the information becomes available
from the various original information providers, including, but not limited
to, the time in which the various institutions and exchanges are open for
trading.
C. HTI shall retain title and all copyrights or proprietary rights to the
HYPERTOOLS and DATAFEED provided to LICENSEE pursuant to this Agreement.
LICENSEE shall have a non-exclusive license to use the DATAFEED only with
the HYPERTOOLS.
D. LICENSEE shall not, except as expressly permitted in this Agreement,
copy, sell, distribute, assign, publish, disseminate, store as part of any
database or file, nor convey, nor allow access by a third party to the
DATAFEED and HYPERTOOLS nor any derivation, revision or re-combination
thereof, nor shall LICENSEE use HYPERTOOLS and DATAFEED to produce
end-of-day, end-of-week, end-of-month, or other files or database of
non-contemporaneous data.
E. LICENSEE agrees to notify HTI in writing of any new developments in
LICENSEE's dissemination system of the DATAFEED, including but not limited
to new software, that fall outside of the Scope of Use in the attached
Schedule. Violation of this provision shall constitute a material breach of
this Agreement.
6. Data Use Requirements
A. LICENSEE agrees that all displays of market data information provided
by HTI on any of LICENSEE's display devices will include attribution to
HyperFeed 2000. When possible, attribution to HTI will be in the form of (1) a
HTI "Powered by Hyperfeed-TM- 2000" logo and (2) copy describing HTI and
HyperFeed-SM- as the original provider of market data.
B. LICENSEE agrees that all displays of delayed market data information
provided by HTI will include the following delayed data notice or such notice(s)
as the original information provider(s) may require: "Market data 20 minutes
delayed," as well as text indicating that the information is provided by PC
Quote, Inc.
7. Technical Support. HTI agrees to use reasonable efforts to provide
LICENSEE with technical support via telephone, as LICENSEE may
reasonably require for the DATAFEED and HYPERTOOLS during the term of
this Agreement. HTI shall not be obligated to provide support to
LICENSEE's customers.
8. Term
A. The initial term of this License Agreement shall be five (5) years
from the effective date of this Agreement specified in the Schedule, unless
sooner terminated as provided in Section 8.B. Thereafter, this Agreement
shall automatically renew for additional one (1) year terms unless written
notice of termination is delivered by LICENSEE to HTI at least sixty (60)
days prior to the end of the initial term or any renewal term.
B. Either party may terminate this Agreement upon thirty (30) days
written notice of a material breach of this Agreement by the other party,
provided, however, that such breach has not been cured within such thirty
(30) day period. Notwithstanding any provision in this Agreement to the
contrary, in the event that LICENSEE is in breach of Section 10.B., HTI
shall have the right to immediately suspend LICENSEE's use of the DATAFEED
and HYPERTOOLS. If such breach is not cured within thirty (30) days after
suspension of service or notice of breach to LICENSEE, HTI may then
immediately terminate this Agreement and if so terminated, LICENSEE shall,
in addition to any outstanding amounts due hereunder, become immediately
liable for, and pay HTI, the license fee(s) payable hereunder for the
remaining term, discounted at six percent (6%). If either party files a
petition in bankruptcy or fails to discharge within thirty (30) days any
petition in bankruptcy filed against it, the other party may terminate this
Agreement immediately.
C. In the event of any termination of this Agreement for any reason,
LICENSEE shall cease all further use or distribution of the DATAFEED and
HYPERTOOLS and shall promptly return the software, documentation and all
copies thereof to HTI. LICENSEE shall also purge all copies of HYPERTOOLS
software installed on any of its systems and all machine readable data and
information in its possession or control related to the DATAFEED and
HYPERTOOLS from its data storage facilities. LICENSEE shall, upon request,
certify in writing to HTI LICENSEE's compliance with this paragraph. HTI,
on three (3) business days notice retains the right to audit LICENSEE's
compliance with this Section 8.C.
9. Payment for Service
A. Beginning with the effective date specified on the attached Schedule,
LICENSEE will pay HTI the license fee(s) specified in the Schedule for use
of HYPERTOOLS with the DATAFEED; provided, however, in
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the event that HIT enters into an agreement with any other person or entity
which provides for lower monthly fees for any item on the Schedule than the
fee for such item set forth on the Schedule, the Schedule shall be amended
to lower the price for that item to the price being charged such person or
entity.
B. LICENSEE will pay all additional direct costs directly related to
LICENSEE's receipt of the DATAFEED including but not limited to:
Computer hardware and communication equipment
Onsite training or support
Satellite transmission
Leased phone lines
Exchange fees, including indirect access fees
C. The charges for the services set forth in this Agreement shall be
payable monthly, in advance. LICENSEE agrees to pay said charges by the
5th day of the month of service, including the prorated additions of
service for the month prior.
D. All payments will be made in U.S. Dollars drawn on a U.S. bank. Any
payments which have not been received by HTI prior to the due date shall be
subject to a late payment charge of the lesser of one and one half percent
(1.5%) per month on the outstanding balance or the highest interest rate
allowed by applicable law.
E. (Intentionally left blank)
F. Any sales, use, excise, value added, personal property or similar
taxes or duties which may be assessed in connection with this license will
be borne by and shall be the sole responsibility of LICENSEE (but excluding
taxes on HTI's income). LICENSEE agrees to indemnify and hold harmless HTI
from and against any such taxes, including penalties and interest thereon.
The provisions of this Section 9.F. shall survive any termination of this
Agreement.
G. Notwithstanding any provision in this Agreement to the contrary, in
the event that any monthly payment that is not paid by LICENSEE within
fifteen (15) days after the due date, after giving notice to LICENSEE, HTI
may terminate this Agreement and LICENSEE's access to and use of HYPERTOOLS
and DATAFEED unless LICENSEE pays such monthly payment prior to the
termination date specified in the termination notice. Upon such
termination, LICENSEE shall, in addition to any outstanding amounts due
hereunder, become immediately liable for, and pay HTI, the license fee(s)
payable hereunder for the remaining term, discounted at six percent (6%).
The remedies contained herein are cumulative and are in addition to all
other rights and remedies available to HTI under this Agreement, by
operation of law, or otherwise.
10. Exchange Authorization
A. LICENSEE hereby acknowledges and agrees that the DATAFEED provided
under this Agreement may contain market information obtained, selected and
consolidated by HTI under the authority of various agencies and other
information providers, including but not limited to, the New York Stock
Exchange, American Stock Exchange, Pacific Stock Exchange, Midwest Stock
Exchange, Chicago Board Options Exchange, the Options Price Reporting
Authority, the Consolidated Tape Association, Chicago Board of Trade,
Chicago Mercantile Exchange/International Monetary Market, Kansas City
Board of Trade, Minneapolis Grain Exchange, Commodities Exchange,
Commodities Exchange Center, New York Mercantile Exchange, Mid-America
Commodity Exchange, and the Canadian Exchange Group ("Data Feed Sources"),
and that the LICENSEE's use of the DATAFEED for internal or external
redistribution of data is authorized and regulated by the Data Feed Sources
whose data LICENSEE receives. HTI's rights to distribute information
contained in the DATAFEED is limited to rights granted to it by the Data
Feed Sources. Furthermore, the data content provided by HTI may change
during the course of this Agreement due to modifications made by the Data
Feed Sources. HTI shall not be obligated to provide any information of the
Data Feed Sources that is not provided to HTI by the Data Feed Sources for
any reason whatsoever.
B. LICENSEE shall, prior to commencing any use of the DATAFEED, submit an
application to and receive written approval from each and every Data Feed
Source whose approval is required for receipt or dissemination of
information contained in the DATAFEED. The use of the DATAFEED by LICENSEE
is subject,
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where applicable, to separate agreements with the Data Feed Sources and
LICENSEE shall comply with any conditions, restrictions or limitations
imposed by such Data Feed Sources, including the payment of all such
fees or charges as the Data Feed Sources may impose with respect
thereto. LICENSEE shall direct all Data Feed Sources to provide HTI
with written notification that LICENSEE has executed any required
agreement with such Data Feed Source, and HTI may withhold providing the
DATAFEED until it receives such notification. In all events, it shall
remain the sole responsibility of LICENSEE to confirm with the
applicable Data Feed Sources whether or not and under what conditions
such portion of the DATAFEED may be distributed to third parties; and it
shall be the sole responsibility of LICENSEE to ensure that all
applicable written approvals from the appropriate Data Feed Sources are
obtained by LICENSEE and/or such third parties prior to LICENSEE
commencing distribution of the DATAFEED to such third party. LICENSEE
IS EXPRESSLY PROHIBITED FROM ANY REDISTRIBUTION, EITHER INTERNALLY OR
EXTERNALLY, OF THE DATAFEED TO THIRD PARTIES (OTHER THAN TO ▇▇ ▇▇▇▇▇▇,
AN EXISTING CUSTOMER OF LICENSEE) WITHOUT THE EXPRESS WRITTEN CONSENT
OF THE APPROPRIATE DATA FEED SOURCES AND HTI; PROVIDED, LICENSEE IS
PERMITTED TO ALLOW ACCESS BY END USERS TO THE DATAFEED ON SERVERS HOSTED
BY LICENSEE OR BY ▇▇▇▇▇▇▇▇ ANALYTICS, LTD. LICENSEE IS FURTHER PROHIBITED
FROM PERMITTING ANY REDISTRIBUTION OF THE DATAFEED, EITHER INTERNALLY OR
EXTERNALLY, BY ANY THIRD PARTY TO ANY OTHER PARTY WITHOUT THE EXPRESS
WRITTEN CONSENT OF THE APPROPRIATE DATAFEED SOURCES AND HTI.
C. LICENSEE hereby acknowledges and agrees that Data Feed Sources may
have the right to unilaterally terminate provision of the DATAFEED, or
portions thereof, to HTI and/or LICENSEE with or without notice and that
neither any such Data Feed Sources nor HTI shall have any liability in
connection therewith.
D. LICENSEE agrees to indemnify and hold harmless HTI for all losses,
damages, liabilities, costs, charges and expenses (including reasonable
attorney's fees), arising out of any breach by LICENSEE of this Section 10
or arising out of any unauthorized use of the DATAFEED by LICENSEE or any
third party supplied such data by LICENSEE. The provisions of this Section
10 shall survive any termination of this Agreement.
11. Right to Audit. LICENSEE hereby grants to HTI the right to audit
LICENSEE's use of the DATAFEED and HYPERTOOLS, including dissemination
systems, software display applications, subscriber databases, data
authorization systems, and any applicable financial market exchange
reporting, at any time, during normal business hours.
12. Limited Warranty; Limitations of Liability
A. Subject to Section 10 hereof, HTI represents and warrants that it is
the owner of, or has the right under U.S. law, to license the DATAFEED and
HYPERTOOLS to LICENSEE for the purposes described in the Schedule. HTI
further represents and warrants that the DATAFEED and HYPERTOOLS software
(and, to the best of its knowledge, the data feed from the Data Feed
Sources) do not contain any instructions designed to modify, delete, damage
or disable other software, data or hardware, and that the DATAFEED and
HYPERTOOLS software (and, to the best of its knowledge, the data feed from
the Data Feed Sources) do not contain any hidden passwords to allow access
by HTI or another third party.
B. The information and data used in the DATAFEED and HYPERTOOLS provided
under this Agreement, including option prices, stock prices, commodity
prices, dividends, dividend dates, volatilities, deltas and other
variables, are obtained by HTI from the Data Feed Sources which are
believed to be reliable and HTI agrees to run reasonable control checks
thereon to verify that the data transmitted by HTI is the same as the data
received from the Data Feed Sources. However, HTI shall not be subject to
liability for truth, accuracy, or completeness of the information received
by HTI from the various exchanges and other sources and conveyed to
LICENSEE or for errors, mistakes or omissions therein or in transmission
thereof by HTI to LICENSEE or for any delays or interruptions of the
DATAFEED or HYPERTOOLS from whatever cause. NEITHER HTI, NOR ANY DATA FEED
SOURCES, NOR ANY OF THEIR RESPECTIVE LICENSORS, EMPLOYEES OR AGENTS,
WARRANTS THAT PROVISION OF THE DATAFEED OR HYPERTOOLS WILL BE EITHER
UNINTERRPUTED OR ERROR FREE. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 10.A.
ABOVE, THE DATAFEED AND HYPERTOOLS TO BE PROVIDED HEREUNDER, AND ANY OTHER
MATERIALS OR SERVICES PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED "AS
IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING,
BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR
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FITNESS FOR ANY PARTICULAR PURPOSE. LICENSEE EXPRESSLY AGREES THAT USE OF
THE DATAFEED AND HYPERTOOLS IS AT LICENSEE'S SOLE RISK.
C. EXCEPT FOR BREACH OF SECTION 12.A., NEITHER HTI, NOR ANY DATA FEED
SOURCE, NOR ANYONE ELSE INVOLVED IN CREATING, PRODUCING, DELIVERING OR
INSTALLING THE DATAFEED OR THE HYPERTOOLS SHALL BE LIABLE TO LICENSEE OR TO
ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL
DAMAGES OF ANY KIND, INCLUDING LOST PROFITS, ARISING OUT OF USE THEREOF OR
OUT OF ANY BREACH OF ANY WARRANTY HEREUNDER. LIABILITY OF HTI IN ANY AND
ALL CATEGORIES, WHETHER ARISING FROM MISTAKES, OMISSIONS, INTERRUPTIONS,
DELAYS, ERRORS OR DEFECTS OR UPON CONTRACT, WARRANTY, TORT (INCLUDING
NEGLIGENCE), OR OTHERWISE, EVEN IF HTI HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, ONE (1) MONTH'S
FEE APPLICABLE TO THAT PORTION OF THE DATAFEED OR HYPERTOOLS DIRECTLY
AFFECTED BY THE MISTAKE, OMISSION, DELAY, ERROR OR DEFECT.
D. The provisions of Section 12 shall survive any termination of this
Agreement.
13. Confidentiality of Proprietary Information
A. LICENSEE understands and acknowledges the proprietary nature of the
DATAFEED and HYPERTOOLS provided by HTI and that said DATAFEED and
HYPERTOOLS have been developed as a trade secret of HTI and at its expense.
LICENSEE agrees to hold said information in the same manner as LICENSEE
deals with its own proprietary information and trade secrets. LICENSEE
agrees not to use the DATAFEED or the HYPERTOOLS except as expressly
provided hereunder. Furthermore, LICENSEE agrees not to attempt any
reverse engineering of the DATAFEED or HYPERTOOLS to decode the signals
used by HTI in transmitting the information or for any other purpose.
B. HTI understands the proprietary nature of any information belonging to
LICENSEE and recognizes the harm that can be occasioned to LICENSEE by
disclosure of information relative to LICENSEE's activities. HTI agrees to
hold such information in the same manner as HTI deals with its own
proprietary information and trade secrets.
14. Preservation of Intellectual Property
LICENSEE acknowledges and agrees that (a) HTI is and shall continue to be
the absolute owner of the HYPERTOOLS and DATAFEED, (b) LICENSEE's right to
use the HYPERTOOLS and DATAFEED is derived solely from this Agreement and
(c) such right is expressly limited pursuant to this Agreement. LICENSEE
shall at no time assert any claim of ownership of the HYPERTOOLS or
DATAFEED by reason of its use thereof and shall not grant or create or
suffer to exist any lien or other security interest in the HYPERTOOLS or
DATAFEED or any of its rights hereunder. If any of LICENSEE's clients take
actions which could materially impair HTI's proprietary rights to the
HYPERTOOLS or in the DATAFEED, LICENSEE shall (upon HTI's request) cease
delivery of the HYPERTOOLS and/or DATAFEED to such client.
15. Indemnification
A. LICENSEE agrees to defend, indemnify and hold harmless HTI, its
employees, agents, successors and assigns from and against all actions,
claims, damages, liabilities, costs, losses or other expenses (including
reasonable attorney's fees) resulting from or arising out of LICENSEE's
negligence, willful misconduct, misrepresentation, breach of any of its
representations or warranties or nonperformance of any of its covenants or
obligations under this Agreement.
B. HTI hereby agrees to defend, indemnify and hold harmless LICENSEE, its
affiliates and their respective employees, agents, successors and assigns,
from and against all actions, claims, damages, liabilities, costs, losses
or other expenses (including reasonable attorney's fees) resulting from or
arising out of HTI's breach of its warranty set forth in Section 12.A. In
addition, HTI agrees to indemnify and hold harmless LICENSEE and its
affiliates and employees and agents, against any and all actions, claims,
damages, liabilities, costs, losses or other expenses (including reasonable
attorney's fees) arising out of or related to any claim that LICENSEE's use
or possession of the license granted hereunder of either DATAFEED or
HYPERTOOLS infringes or violates the copyright, trade secret or other
proprietary right of any third party.
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LICENSEE must give HTI prompt written notice of any such claim and allow
HTI to control the defense and all related settlement negotiations. HTI
shall not be responsible for any compromise or settlement made without
its consent. HTI shall also have the right to obtain a license for
LICENSEE to continue to use the infringing data or to modify the
DATAFEED or HYPERTOOLS so that they do not infringe. THE FOREGOING
STATES LICENSEE'S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO CLAIMS FOR
INFRINGEMENT.
C. The provisions of this Section 15 shall survive any termination of
this Agreement.
16. Assignment
This Agreement or any rights or obligations granted hereunder may not be
assigned by either party without the prior written consent of the other
party, such consent is not to be unreasonably denied.
17. Applicable Law and Venue.
This Agreement shall be interpreted, construed and enforced in all respects
in accordance with the laws of the State of Illinois. Each party
irrevocably consents to the jurisdiction of the courts of the State of
Illinois and the federal courts situated in the State of Illinois, in
connection with any action to enforce the provisions of this Agreement, to
recover damages or other relief for breach or default under this Agreement,
or otherwise arising under or by reason of this Agreement.
18. Severability and Survival
A. Whenever possible, each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement shall be prohibited by or
invalid under applicable law, such provision shall be ineffective to the
extent of such prohibition or invalidity, without invalidating the
remainder of such provision or the remaining provisions of this Agreement.
B. The provisions in this Agreement dealing with indemnification and
confidentiality, unless specifically stated otherwise, shall survive the
completion, expiration, termination or cancellation of this Agreement.
19. Miscellaneous Provisions
A. The parties to this Agreement are independent contractors with
requisite corporate power and authority to enter into this Agreement and
carry out the transactions contemplated hereby. Neither party is an agent
or representative of the other party. Neither party shall have any right,
power or authority to enter into any agreement for or on behalf of, or
incur any obligation or liability of, or to otherwise bind, the other
party. This Agreement shall not be interpreted or construed to create an
association, joint venture or partnership between the parties or to impose
any partnership obligation or liability upon either party.
B. Any notice, approval, request, authorization, direction or other
communication under this Agreement shall be given in writing and shall be
deemed to have been delivered and given for all purposes, (i) on the
delivery date if delivered personally to the party to whom the same is
directed, or (ii) three business days after the mailing date, whether or
not actually received, if sent by certified U.S. mail postage and charges
prepaid, to the address of the party to whom the same is directed as set
forth in the introductory paragraph of this Agreement. Either party may
change its address specified above by giving the other party notice of such
change in accordance with this Section.
All notices delivered to HTI shall be delivered to the address above,
attention: CHIEF EXECUTIVE OFFICER; COPY TO CORPORATE SECRETARY.
All notices delivered to LICENSEE shall be delivered to the address
above, attention: PRESIDENT; COPY TO THE CHIEF FINANCIAL OFFICER.
C. Neither LICENSEE nor HTI shall be responsible for, nor be in default
under this Agreement due to delays or failure of performance resulting from
acts or causes beyond its control, including but not limited to: acts of
God, strikes, lockouts, communications line or equipment failures, power
failures, earthquakes, or other disasters. Should such an occurrence
render the DATAFEED or HYPERTOOLS inoperable or
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unavailable for a period over ten (10) days, then all fees charged by HTI
shall be discounted prorata for the time of DATAFEED nonavailability.
D. The failure of either party to insist upon or enforce strict
performance by the other party of any provision of this Agreement or to
exercise any right under this Agreement shall not be construed as a waiver
or relinquishment to any extent of such party's right to assert or rely
upon any such provision of right in that or any other instance; rather, the
same shall be and remain in full force and effect.
E. HTI shall deliver the software to the site designated by LICENSEE.
HTI acknowledges for itself, its employees, agents and subcontractors, that
none of its employees, agents and subcontractors are entitled to
participate in any benefit plans of LICENSEE or its affiliates. HTI
further acknowledges that none of its employees, agents and subcontractors
are eligible to participate in any such benefit plans even if it is later
determined that the status of any of them was that of an employee of
LICENSEE during the period of this engagement of HTI by LICENSEE. HTI, on
behalf of itself, its employees, agents and subcontractors hereby expressly
waives any claim for benefits coverage attributable to the services
provided under this Agreement.
20. Entire Agreement
A. As used herein, the term "Agreement" includes any written amendments,
modifications or supplements made in accordance herewith.
B. LICENSEE and HTI acknowledge that they have read this Agreement,
understand it, and agree to be bound by its terms and further acknowledge
and agree that it constitutes the entire agreement of the parties hereto
and supersedes all other proposals, oral or written, and all other
communications between the parties relating to the subject matter hereof
and this Agreement may not be modified or terminated orally. No amendment
to this Agreement shall be effective unless it is in writing and signed by
duly authorized representatives of both parties. The language used in this
Agreement shall be deemed to be language chosen by the parties to express
their mutual intent, and no rule of strict construction shall be applied
against any party hereto.
IN WITNESS WHEREOF, the parties hereto hereby execute this Agreement.
HYPERFEED TECHNOLOGIES, INC.
By:
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▇▇▇▇ ▇. ▇▇▇▇▇, Senior Vice President
Date:
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▇▇▇▇▇▇▇.▇▇▇, INC.
By:
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, President
Date:
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SCHEDULE OF SERVICES AND FEES
TO THE LICENSEE AGREEMENT BETWEEN
PC QUOTE, INC. AND ▇▇▇▇▇▇▇.▇▇▇, INC.
MONTHLY FEES
MONTHLY MINIMUM $30,000
HyperFeed 2000 Site Fee $795
Delayed Site Flat Fee $7000
Real-Time Request Response
Per User Fee $2
Per Quote Fee $.0050
Per News Fee $.0020
Real-Time Request Response Cap $25,000
Real-Time Dynamic Access Per User Fees
Equities, Futures, Indicies, Canadian,
& News Access $10
Options $2
NASDAQ Level II $5
Scope of Use: LICENSEE is permitted to distribute HyperFeed 2000 in both
delayed and real time formats via the Internet only and users (other than ▇▇
▇▇▇▇▇▇, an existing customer of LICENSEE) are required to access the datafeed
via ▇▇▇▇▇▇▇.▇▇▇ Servers at ▇▇▇▇▇▇▇.▇▇▇ locations.
Usage fees are due by and not exceeding the 5th day of the month of service.
LICENSEE will provide a monthly user report for the previous month with a check
for additional amounts due for the prior month mailed to HyperFeed Technologies,
Inc., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: VP
Administration.
LICENSEE agrees to file the requisite Vendor Agreements and System Description
with the above-mentioned exchanges within two weeks of executing this Agreement.
LICENSEE will cover all additional direct costs directly related to LICENSEE's
receipt of the DATAFEED including but not limited to:
- Computer and communication equipment
- Satellite transmission & Hardware
- Leased phone line, FOB Chicago
- Exchanges fees, including indirect access fees
BY:
PC Quote Licensee
Name Name
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Title Title
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Date Date
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