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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 equipment thereof, in accordance with Party A's Taiwan Futures Exchange Rules Governing the Use of Trading Information (hereinafter referred to as the "Rules for Use"). The two parties agree to the following terms and conditions:
1.After this Contract is signed and takes force, Party B shall have the right to use the trading information provided by Party A, and shall abide by relevant laws and regulations of the competent authority and Party A's Rules for Use, articles and bylaws, instruction letters, and public announcements, and the obligations to pay the trading information user fee and other fees.
Upon signing this Contract, Party B shall be obligated to comply with amendments, if any, to the laws, regulations, articles and bylaws, instruction letters, and announcements referred to in the preceding paragraph.
2.Party A shall enjoy all copyrights, ownership rights, and other relevant rights to 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, 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.
3.Party A agrees that Party B may develop its own software and hardware equipment in connection with trading information. However, Party B may use such equipment only after obtaining written consent from Party A. Party B shall bear sole and full legal liability for equipment and information it develops on its own.
4.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.
5.Party B agrees that the computer connection between the two parties 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 violation of this clause, Party A may impose a breach penalty of NT$200,000 on Party B or terminate this Contract.
6.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 injury incurred through unavailability of the trading information.
7.Party A may dispatch personnel at any time to inspect Party B's premises where the trading information is used, and Party B shall not refuse or evade such inspection. In the event of any breach of this clause, Party A may take measures pursuant to the Rules for Use.
8.Party B shall strictly observe the obligation of confidentiality and shall not disclose to others Party A's business data, information, or other relevant materials acquired by Party B during the performance of this Contract, or carry out any conduct detrimental to Party A. In the event of any breach of this clause, Party A may claim damages and may terminate this Contract.
9.Where the normal 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.
10.To meet its needs in trading information system development or pursuant to other relevant rules or bylaws, Party A may terminate this Contract with one month's written notice to Party B.
11.During the life of this Contract, Party B may terminate this Contract with one month's written notice to Party A. In the event of Party B's dissolution, termination of operations, acquisition, suspension of operations, bankruptcy, reorganization, or liquidation, Party A may terminate this Contract.
12.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.
13.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.
14.Matters not stipulated in this Contract shall be governed by Party A's Rules for Use and other relevant rules and bylaws.
15.This Contract shall take effect from the day of its signing.
16.Any disputes between Party A and Party B arising out of this Contract will be resolved by arbitration under the Commercial Arbitration Act. 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
17.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:
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