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The Taiwan Futures Exchange Corporation (hereinafter, "Party A") and _____________________________________ (hereinafter, "Party B") hereby enter into this Contract regarding Party A's provision of trading information to Party B and the use of ancillary facilities thereof in accordance with Party A's Taiwan Futures Exchange Corporation Rules Governing the Use of Trading Information (hereinafter, "Rules for Use"). The two parties agree to the following terms and conditions:
1. After this Contract takes force, Party B shall have the right to use the trading information provided by Party A, and shall abide by applicable laws and regulations of the competent authority and Party A's Rules for Use, articles and bylaws, circular letters, and announcements, and the obligations to pay the trading information user fee and other relevant fees.
Upon signing this Contract, Party B shall be obligated to comply with amendments, if any, to the laws, regulations, articles and bylaws, circular letters, and announcements referred to in the preceding paragraph.
2. Party A shall enjoy all copyrights, ownership rights, and other relevant rights of the trading information and software and hardware equipment it provides to Party B under this Contract. Without written consent from Party A, Party B shall not relay, re-release, reproduce, lend, lease, or sell such trading information to any third party, nor shall Party B alter, add, expand, reduce, or damage such trading information and installations or equipment thereof, or make any other changes thereto. In the event of any breach of this clause, Party A may take measures pursuant to the Rules for Use or terminate this Contract.
Without consent from Party A, Party B and its users may not reproduce Party A's trading information into any derivative products or transmit it to any third party. In the event of any breach of this clause, Party A may terminate this Contract.
3. Party A agrees that Party B may develop its own software and hardware equipment in connection with the processing of trading information; provided, however, that party A may place restrictions on such development to maintain the soundness of the futures market and the security of trading information. Party B shall ensure the correctness of the trading information it develops and processes itself, and shall bear sole and full legal liability therefor.
Party B shall conspicuously label its name or a distinct service mark on the screen of trading information it develops and processes itself, together with an explanatory note that that the information is processed and provided by Party B and the annotation "Source of information: Taiwan Futures Exchange."
To facilitate the management of information content, Party B agrees to provide free of charge two electronic displays to Party A and, upon the completion of the lines applied for by Party A with the telecommunication authorities, provide the abovementioned equipment for inquiry use by Party A.
4. Party A may consign Party B to design software or hardware for processing the trading information provided by Party A. Party A shall own the copyright and other relevant rights of any software or hardware thereby developed by Party B.
Party B warrants that the software or hardware it develops or designs pursuant to the preceding paragraph is its own creation. In the event of any counterfeiting or imitation leading to legal action against Party A by any third party, Party B shall be obligated to provide assistance upon request by Party A. If litigation results in a judgment unfavorable to Party A, Party B shall be liable for damages to Party A, including for related litigation expenses incurred to Party A.
5. The trading information Party A provides to Party B is confined to the transmission items listed in the schedule attached to Party A' Rules for Use. Party B must pay extra fees for information not included among such transmission items.
Where Party A changes the above transmission items or contents thereof due to business requirements or at the instructions of the competent authority, it may at any notify Party B in writing to make such changes, and Party B shall not object.
6. In order for Party A to provide Party B with trading information under this Contract, Party B shall be connected to Party A's trading information system via Party A's software and hardware equipment, and the information shall be sent by the method and transmission format designated by Party A.
7. When this Contract is signed, Party B shall pay NT$500 thousand to Party A as a performance bond. Upon the termination or rescission of this Contract, Party A shall return without interest the balance of the performance bond following final settlement in full of the obligations between the two parties.
8. Party A agrees to transmission by Party B of trading information in the following method and scope:
□ Domestic areas (manner: □ Dedicated Data Line [Dial-up Connection] □ VPN □ Satellite □ Internet □ Futures Voice Service □ On-line Database Inquiry System □ Wireless Paging Service □ Television □ Mobile Data □ Mobile Phone □ FM radio data system □ Others )
□ Overseas Areas
Any change to the items checked above requires the written consent of Party A. The change thereafter shall be incorporated into this Contract, and Party B shall make payment of applicable fees in accordance with the fee standards.
9. Computer connections between Party A and Party B under this Contract shall be used exclusively for the purpose of transmitting the trading information under this Contract and shall not be used for any other purposes. In the event of any breach of this clause, Party A may impose a breach penalty of NT$200,000 on Party B or terminate this Contract.
10. Party B shall be liable for damages for any injury to Party A during the transmission or use of trading information.
11. Party B agrees that, upon the commencement of information transmission pursuant to this Contract, in the event of any transmission interruptions of trading information or malfunctions of connection or transmission equipment, Party B shall not, regardless of the cause of such occurrence, claim damages from Party A for incurred through unavailability of the trading information.
12. Party A agrees that Party B accept the consignment of information users to relay trading information to the information users' premises pursuant to Party A's Rules for Use.
13. Party A may dispatch its personnel at any time to inspect Party B's premises where the trading information is used and may request at any time that Party B join Party A to jointly check the premises of Party B's information users. Party B may not refuse or evade such inspection or request. In the event of any breach of this clause, Party A may take measures pursuant to the Rules for Use.
14. Party A and Party B shall strictly observe the obligation of confidentiality and shall not to disclose to any third party each other's business data, information, or other relevant materials acquired during the performance of this Contract, or carry out any conduct detrimental to the other.
If Party B violates the preceding paragraph, Party A may claim damages and may terminate this Contract.
15. Where the transmission of trading information is impaired due to natural disaster, strike, work slowdown, force majeure event, or any other accidental cause, Party A and Party B shall not be held liable for any breach of contract resulting therefrom.
16. To meet its needs in trading information system development or pursuant to other relevant rules or bylaws, Party A may terminate this Contract with three months' prior written notice to Party B.
17. During the life of this Contract, in the event of Party B's dissolution, business suspension, bankruptcy, reorganization, liquidation, or entry into mediation proceedings, Party A may terminate this Contract.
18. Without written consent from Party A, Party B may not transfer the right to use trading information. In the event of any breach of this clause, Party A may terminate this Contract.
19. Party B's agent or user shall also abide by the provisions of this Contract. In the event of any breach of this clause, Party B shall bear the same liability.
20. Party B shall faithfully fulfill its obligation to inform its information users of the requirements and provisions of Party A's Rules for Use and other applicable articles and bylaws, circular letters, and public announcements
21. All provisions of the applicable laws, regulations, articles and bylaws, circular letters, and announcements referred to in paragraph 1 of Article 1 hereof are a part of this Contract.
Party A bears the obligation to inform Party B of amendments, if any, to the documents referred to in the preceding paragraph.
22. This Contract is valid for a term of two years from the date of signing. Upon expiry of such term, if neither party raises any objection, this contract may continue for another year. The same rule shall apply where the renewal term expires.
23. Any disputes between Party A and Party B and arising out of this Contract shall be resolved by arbitration under the Commercial Arbitration Statute. If a lawsuit is filed because the arbitration fails or is filed to void the arbitration award, the parties agree that the Taipei District Court shall be the jurisdictional court of first instance.
24. This Contract is executed in duplicate, with one copy to be retained each by Party A and Party B.
By:
Party A: Taiwan Futures Exchange Corporation
Responsible Person:
Address: 14F, No. 100, Roosevelt Rd., Section 2, Taipei
Party B:
Responsible Person:
Address:
Date:
The Taiwan Futures Exchange Corporation (hereinafter, "Party A") and _____________________________________ (hereinafter, "Party B") hereby enter into this Contract regarding Party A's provision of trading information to Party B and the use of ancillary facilities thereof in accordance with Party A's Taiwan Futures Exchange Corporation Rules Governing the Use of Trading Information (hereinafter, "Rules for Use"). The two parties agree to the following terms and conditions:
1. After this Contract takes force, Party B shall have the right to use the trading information provided by Party A, and shall abide by applicable laws and regulations of the competent authority and Party A's Rules for Use, articles and bylaws, circular letters, and announcements, and the obligations to pay the trading information user fee and other relevant fees.
Upon signing this Contract, Party B shall be obligated to comply with amendments, if any, to the laws, regulations, articles and bylaws, circular letters, and announcements referred to in the preceding paragraph.
2. Party A shall enjoy all copyrights, ownership rights, and other relevant rights of the trading information and software and hardware equipment it provides to Party B under this Contract. Without written consent from Party A, Party B shall not relay, re-release, reproduce, lend, lease, or sell such trading information to any third party, nor shall Party B alter, add, expand, reduce, or damage such trading information and installations or equipment thereof, or make any other changes thereto. In the event of any breach of this clause, Party A may take measures pursuant to the Rules for Use or terminate this Contract.
Without consent from Party A, Party B and its users may not reproduce Party A's trading information into any derivative products or transmit it to any third party. In the event of any breach of this clause, Party A may terminate this Contract.
3. Party A agrees that Party B may develop its own software and hardware equipment in connection with the processing of trading information; provided, however, that party A may place restrictions on such development to maintain the soundness of the futures market and the security of trading information. Party B shall ensure the correctness of the trading information it develops and processes itself, and shall bear sole and full legal liability therefor.
Party B shall conspicuously label its name or a distinct service mark on the screen of trading information it develops and processes itself, together with an explanatory note that that the information is processed and provided by Party B and the annotation "Source of information: Taiwan Futures Exchange."
To facilitate the management of information content, Party B agrees to provide free of charge two electronic displays to Party A and, upon the completion of the lines applied for by Party A with the telecommunication authorities, provide the abovementioned equipment for inquiry use by Party A.
4. Party A may consign Party B to design software or hardware for processing the trading information provided by Party A. Party A shall own the copyright and other relevant rights of any software or hardware thereby developed by Party B.
Party B warrants that the software or hardware it develops or designs pursuant to the preceding paragraph is its own creation. In the event of any counterfeiting or imitation leading to legal action against Party A by any third party, Party B shall be obligated to provide assistance upon request by Party A. If litigation results in a judgment unfavorable to Party A, Party B shall be liable for damages to Party A, including for related litigation expenses incurred to Party A.
5. The trading |