Fill and Sign the Cboe Us Equities Exchanges Market Data Forms

4.27 Form: Vendor Exchange Member Agreement The Vendor Exchange (the "Exchange") is provided to you by VENDOR ("Vendor"), and is subject to the terms and conditions of this MEMBER AGREEMENT ("Agreement") and any rules, procedures or other conditions of use established by Vendor and posted on the Exchange from time to time. Before registering to use the Exchange, entering an offer or bid, viewing any vendor data or posting any information, please read this Agreement carefully. By selecting the "yes" button next to the phrase "I ACCEPT THE TERMS AND CONDITIONS" below, you accept the terms and conditions of this Agreement and shall be bound by them. If you do not agree to be bound by the terms and conditions of this Agreement, you may not use the Exchange. Terms and Conditions 1. Nature of Exchange. The Exchange is a forum for suppliers ("Suppliers") of [describe services ] ("Services") and potential buyers ("Buyers") of Services to exchange information and facilitate the sale of Services. However, the ultimate transaction between Buyer and Supplier does not occur on the Exchange, and Vendor is not a party to any such transaction. Vendor has no control over, and shall not be responsible for, the performance of any Supplier, the quality, characteristics, or value of any Service, or the truth or accuracy of any information or representation posted on the Exchange. 2. Registration Procedure. (a) Registration. No user will be permitted to post any information to the Exchange, enter an offer or bid to purchase Services listed on the Exchange, or view vendor data listed on the Exchange without first registering with Vendor as a member of the Vendor Exchange. Because the Exchange is available only for the purpose of facilitating business-to-business transactions and is not available for consumer use, only individuals who are authorized to form legally binding contracts on behalf of a business are eligible to register as a member of the Exchange. As used in this Agreement, the term "you" refers to both the individual user and the business that the user represents. In requesting a registration, or in any other communication with Vendor, you may not impersonate or misrepresent an affiliation with any other person or entity, nor may you attempt to communicate with Vendor in an anonymous manner. Upon your completion of a registration application and acceptance of this Agreement, your registration application will be reviewed by Vendor. Vendor may, in its sole discretion, reject your application for any reason and/or terminate your access to the Exchange at any time for any reason. (b) User Name and Password. If your registration application is approved, Vendor will notify you and your user ID and password will be activated. Each user ID and password may only be used by you on behalf of the business that you represent, as indicated on the applicable registration application. You will be responsible for the confidentiality and use of your user ID and password, and you will be held solely responsible for all communications made through the Exchange using your user ID and password. You must immediately notify Vendor if you become aware of any loss or theft of your password or any unauthorized use of your password, user ID, or of the Exchange. 3. License and Ownership. (a) Grant of License. Subject to the terms and conditions of this Agreement and any other rules or procedures established by Vendor from time to time, Vendor hereby grants to you the limited, revocable, nonexclusive, nontransferable right (without the right to sublicense) to access and use the Exchange solely for your internal business purpose of facilitating the sale or purchase of Services. Except as expressly set forth herein, you may not modify, copy, distribute, transmit, reproduce, publish, license, transfer, sell, mirror, frame, or otherwise use any software, techniques, information, ideas, content, or other materials obtained through or constituting the Exchange. You may not reverse engineer, decompile, or disassemble any portion of the Exchange. You may not alter or modify any portion of the Exchange. You may not reproduce, deactivate, or bypass the security devices supplied with the Exchange. You represent and warrant to Vendor that you will not use the Exchange for any purpose that is unlawful or prohibited by this Agreement. You are responsible for providing, at your expense, all communications lines, hardware, software, services and other materials and technology necessary for you to access the Exchange. Vendor shall have no responsibility for any failure of such items or any failure or limitation of the Internet or other computer hardware or software. (b) Intellectual Property Rights. Title in and ownership of all text, images, sounds, graphics, software, documentation, techniques, algorithms, ideas, specifications, information, data-bases, and other proprietary materials related to the Exchange, including all patent, copyright, trademark, trade secret and other proprietary rights, shall remain at all times vested in Vendor and its licensors. Except for the limited license granted to you in Section 3(a) hereof, no license, express or implied, is granted to you under this Agreement. 4. Selling and Buying Services. (a) Transactions. Services may be sold or bought through the Exchange, by posting information to the Exchange pertaining to a Service you intend to sell (a "Listing"). You must specify in the Listing an accurate description of the Service, the material terms of purchase and the duration of the Listing. [List any other required information] Buyers wishing to buy Services through the Exchange may submit an offer to purchase any Service described in a Listing, thereby creating an "Offer." Each Offer must specify an offer price and a date and time of expiration for the Offer. A Supplier may accept or reject any Offer. An Offer is accepted by transmitting a notice of acceptance ("Acceptance Notice"), provided that the Acceptance Notice is sent prior to the expiration date and time specified in the Offer. Once a Supplier transmits an Acceptance Notice, Vendor will provide the Supplier with the contact information for the Buyer that entered the accepted Offer, and provide that Buyer with the contact information for the Supplier. It is expected that the Supplier and the Buyer that entered the accepted Offer will undertake commercially reasonable efforts to enter into a contract covering such Services (the "Contract Date") within thirty (30) days after the date of the Acceptance Notice, or as soon as reasonably practicable thereafter. (b) Commission Fees. As a Supplier of a Service sold through the Exchange, you agree to pay Vendor a "commission ("Commission Fee") for each Service that is the subject of a Listing posted by you if a contract or other agreement is entered into to sell the Service to a Buyer on the Exchange or to a Buyer that learned of the Service through use of the Exchange. The Commission Fee shall be ___ percent (_%) of the purchase price set forth in the Offer. You must pay all amounts due hereunder directly to Vendor within five (5) days of the Contract Date. Any amount that is not paid with fifteen (15) days of the due date will bear interest at the rate of one and one-half percent (1.5%) per month or the maximum rate allowed by law, which ever is less. Vendor shall be entitled to all costs of collection and costs incurred in enforcing this Agreement, including reasonable attorneys' fees.(c) Taxes. Vendor is not responsible for reporting or remitting any taxes which may be assessed, due or owing in any jurisdiction due to a transaction arising from use of the Exchange. (d) Notification and Audit. In the event that you sell, or contract to sell, any Services to a third party that entered an Offer that is the subject of an Acceptance Notice, you shall provide Vendor with notice of the sale via email no later than five (5) days after the Contract Date. Such notice shall include a description of the Services, the identity of the Buyer, and the price to be paid for such Services. You agree to maintain books and records, for a period of one (1) year following the date that such notice is given, of all data necessary to calculate Commission Fees. Vendor shall have the right to audit such books and records upon reasonable notice to you to verify the calculation of any Commission Fee due hereunder. You shall reimburse Vendor on a prompt basis for the cost of such audit in the event such audit reveals that the amount paid to Vendor is at least five percent (5%) less than the amount actually due. 5. Posting Information. You are solely responsible for maintaining and updating any information entered by you so that such information is current, complete, truthful and accurate at all times. You represent and warrant that you will not upload, post or transmit to or distribute or otherwise publish on or through the Exchange any material or information that: (i) infringes or misappropriates any patent, copyright, trademark, trade secret or other proprietary right, (ii) violates any law, statute, ordinance, or regulation when posted on the Exchange or provided to Vendor, (iii) is threatening, defamatory, libelous, harassing or profane, (iv) contains a virus, Trojan horse, worm, time bomb or other component that may adversely affect any hardware or software, or that intercepts or expropriates any data or information, or (v) includes bulk emails, advertisements or solicitations. 6. Representations and Warranties. (a) Suppliers. As a Supplier, you represent and warrant that: (i) any Service described in a Listing posted by you shall not be fraudulent or counterfeit and shall be accurately represented by the Listing, (ii) you have the right to list any Services described in a Listing posted by you and to sell such Services through the Exchange, (iii) you shall not post information for any Service which would be illegal to sell, or offer to sell, under applicable law, (iv) payment of the applicable fees to Vendor shall not cause Vendor to violate any applicable laws; and (v) the signatory of this Agreement has the requisite authority to bind Supplier to the terms and obligations of this Agreement. (b) Buyers. By entering a bid or offer for any Service, you represent and warrant that (i) you have the legal authority and ability to purchase the Service for which you have entered a bid, (ii) you meet the requirements set forth in the Listing associated with such Service, (iii) you agree to purchase the Service at the price specified in the bid, provided that the Service materially complies with the Listing; and (iv) the signatory of this Agreement has the requisite authority to bind Buyer to the terms and obligations of this Agreement. 7. Relationship of the Parties. (a) Vendor as Intermediary. No joint venture, partnership, employment, or agency relationship exists between you and Vendor as a result of this Agreement or your use of the Exchange. You acknowledge and agree that Vendor is only an intermediary that only relays information about certain Services to interested parties. You agree that you will assume all responsibility in connection with choosing to sell or purchase any Service, whether or not you posted or obtained information about such a Service through the Exchange. Vendor assumes no responsibility or liability for any claims that may result directly or indirectly from the Buyer/Supplier relationship, including, but not limited to, tort, breach of contract or breach of warranty claims. YOU HEREBY RELEASE VENDOR AND ITS EMPLOYEES, AGENTS, SHAREHOLDERS, OFFICERS, DIRECTORS AND AFFILIATES FROM ANY AND ALL CLAIMS OR ACTIONS RELATED TO OR ARISING OUT OF A DISPUTE BETWEEN YOU AND ANY OTHER USER OF THE EXCHANGE. (b) No Recommendations or Endorsement. Vendor does not recommend or endorse the accuracy or reliability of any Listing, Offers or other information, content, or advertisements contained on, distributed through, linked, downloaded, or otherwise accessed from the Exchange, nor the quality, characteristics, or value of any of the Services or other products, information, or materials displayed, purchased, obtained or otherwise available through the Exchange. (c) Links. Vendor may provide links, in its sole discretion, to other sites on the World Wide Web for the convenience of its users in locating related information and services. These sites have not been reviewed by Vendor and are maintained by third parties over which Vendor exercises no control. Accordingly, Vendor expressly disclaims any responsibility for the content, the accuracy of the information, and/or quality of products or services provided by or advertised on these third-party sites. Vendor is not responsible for the availability of such sites and does not endorse such sites. 8. Privacy/Confidentiality. (a) Privacy. Vendor is committed to protecting the privacy of the users of the Exchange, and accordingly, Vendor uses commercially reasonable efforts to protect all data collected on the Exchange from unauthorized access. However, Vendor cannot guarantee the security of any information you disclose online, and you do so at your own risk. Vendor is not responsible for the security of any information transmitted via the Internet or any error or delay in transmitting any information over the Internet, and you assume sole and complete risk for using the Exchange. By using the Exchange and providing the data, you consent to the collection and use of the data in accordance with this Agreement. (b) Monitoring. You agree that Vendor has the right, but not the obligation, to monitor, edit, disclose, refuse to post, or remove at any time, for any reason in its sole discretion, any material, content or information from the Exchange. Notwithstanding the foregoing, Vendor does not, and cannot, review all material, content and information posted to the Exchange, and Vendor is not responsible for any such material, content or information posted by users of the Exchange. By posting any information or content to the Exchange, you automatically grant Vendor a royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, digitize, adapt, publish, translate, create derivative works from, distribute, redistribute, transmit, perform and display such information and content (in whole or in part) worldwide and to incorporate it in other works in any form, media or technology now known or later developed for the full term of any rights that may exist in such information or content. Vendor reserves the right to remove any information or content posted by you from the Exchange at any time for any reason, in Vendor's sole discretion. 9. Disclaimers and Limitations of Liability.(a) No Warranties. VENDOR MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE EXCHANGE, OR THE SUITABILITY, LEGALITY, OR ACCURACY OF THE INFORMATION, PRODUCTS, AND SERVICES DESCRIBED OR CONTAINED ON THE EXCHANGE. THE EXCHANGE AND ALL SUCH INFORMATION, PRODUCTS, AND SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL SUCH WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. (b) Limitation of Liability. IN NO EVENT SHALL VENDOR BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE EXCHANGE OR WITH THE DELAY OR INABILITY TO USE THE EXCHANGE, OR ANY INFORMATION, PRODUCTS, AND SERVICES AVAILABLE ON OR THROUGH THE EXCHANGE, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF VENDOR HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY. THE TOTAL LIABILITY OF VENDOR RELATED TO OR ARISING FROM USE OF THE EXCHANGE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED, IN THE AGGREGATE, [ONE THOUSAND DOLLARS ($1,000)], EVEN IF VENDOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. 10. Indemnity. You hereby agree to defend and indemnify Vendor and its affiliates, and all of their officers, directors, shareholders, legal representatives, employees, successors, assigns, and agents and hold them harmless from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs, and expenses (including reasonable attorneys' fees and litigation expenses), relating to or arising from (i) your use of the Exchange, (ii) your breach of this Agreement, (iii) your dispute with another user of the Exchange, or (iv) any Service posted on, or sold through, the Exchange. You shall not settle or otherwise dispose of any matter that is subject to indemnification by you without the prior written consent of Vendor. Vendor reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you. 11. Feedback. Vendor welcomes your feedback and suggestions about how to improve the Exchange. Any ideas, suggestions, information, know-how, material, or any other content (collectively, "Content") received through the Exchange will be deemed to include a royalty-free, perpetual, irrevocable, nonexclusive right and license for Vendor to adopt, publish, translate, reproduce, distribute, redistribute, transmit, perform, digitize, copy, use, create derivative works, display (in whole or part) worldwide, or act on such Content without additional approval or consideration, in any form, media or technology now known or later developed for the full term of any rights that may exist in such Content, and you hereby waive any claim to the contrary. 12. Modifications. Vendor may, in its sole discretion, amend this Agreement, at any time, by posting an amended Agreement on the Exchange. Such amended Agreement will become effective upon the posting of such Agreement on the Exchange. Continued use of the Exchange after such effective date constitutes acceptance of the amended Agreement. 13. Termination. Vendor may discontinue, modify or change any presently available service or content on the Exchange in whole or in part, at any time for any reason, without prior notice. Either you or Vendor may limit or terminate your use of the Exchange with or without cause at any time and effective immediately. Vendor shall not be liable to you or any third party for termination of your, or any third party's, use of the Exchange. You acknowledge and agree that any termination or limit on your use of the Exchange may be effected without prior notice, and you acknowledge and agree that Vendor may immediately remove, delete or discard any information or content that you have posted. 14. General. (a) Governing Law, Jurisdiction and Venue. This Agreement shall be interpreted and construed under the laws of the State of [State] without regard to its conflicts of law principles. Any judicial action or proceeding related to this Agreement must be brought in the courts of the State of [State] or the United States District Court for [State]. You consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive all jurisdictional and venue defenses otherwise available to you. (b) Events Beyond Vendor's Control. Vendor will not be liable for any loss resulting from a cause over which it does not have direct control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, computer viruses, unauthorized access, theft, operator errors, acts of God, severe weather, earthquakes, or natural disasters, strikes or other labor problems, wars, or governmental restrictions. (c) Compliance with Laws. All Suppliers and Buyers shall comply with all applicable laws, including, but not limited to, any and all laws governing exports and any applicable international laws, in using the Exchange, and shall comply with all such laws in completing the sale of any and all Services. (d) Miscellaneous. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be enforced to the maximum extent permissible so as to effect the intent of this Agreement, and the remainder of the Agreement shall remain in full force and effect. The section headings in this Agreement are for the convenience of the parties only, and shall have no substantive meaning and shall not be used to construe or interpret any provision of this Agreement. Failure to insist on strict performance of any of the terms and conditions of this Agreement will not operate as a waiver of any subsequent default or failure of performance. No waiver by Vendor of any right under this Agreement will be deemed to be either a waiver of any other such right or provision or a waiver of that same right or provision at any other time. This Agreement constitutes the entire agreement between you and Vendor with respect to the subject matter hereof and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and Vendor with respect to the subject matter hereof. All provisions of this Agreement related to confidentiality, warranties, indemnification and limitations of liability shall survive the termination of this Agreement. I ACCEPT THE TERMS AND CONDITIONS.