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This Contract is made by and between Taipei Exchange (hereinafter, " TPEx") and _____________________________________ (hereinafter, the "User"), with respect to the use of trading information on TPEx securities transactions and of the equipment concerned, in accordance with the Taipei Exchange Rules Governing Use of Trading Information on TPEx Securities Transactions promulgated by TPEx. Both parties hereby agree as follows:
Article 1
During the term of this Contract, the User is entitled to use the trading information provided by TPEx, and is obligated to comply with applicable laws and regulations of the competent authority, the Taipei Exchange Rules Governing Use of Trading Information on TPEx Securities Transactions, and other relevant bylaws, circular letters, and public announcements of TPEx, and to pay royalties, information user fees, and other relevant fees.
During the term of this Contract, TPEx is obligated to advise the User of any amendment to the relevant laws and regulations, rules, bylaws, circular letters, and public announcements referred to in the preceding paragraph, and the User is obligated to comply with such amendments in a timely manner.
Article 2
All titles and rights to the trading information, software and equipment provided by TPEx to the User under this Contract shall be vested in TPEx. Without the consent of TPEx, the User shall neither relay, re- transmit, duplicate, lend, lease, or sell the trading information to any third party, nor alter, add, expand, delete or reduce, damage, or otherwise change in any manner the trading information and the relevant installations or equipment.
Unless otherwise consented to by TPEx, the User and its subscribers shall neither draw samples from TPEx's trading information for compiling indices or other derivative instruments, nor transmit the trading information to any other party. In case of any breach, TPEx is entitled to terminate this Contract or request the User to stop transmitting the trading information to the breaching subscriber.
Article 3
TPEx permits the User to develop its own software and equipment to process trading information; provided that TPEx may impose restrictions if TPEx deems necessary for maintaining a safe and sound market for TPEx securities transactions and the security of trading information. The User shall furthermore ensure the accuracy of the trading information developed and processed by it, and shall take full legal responsibility therefor.
For trading information developed and processed by the User, the User shall conspicuously display its name or a distinctive service mark on trading information screens, together with an explanatory note that the information appearing thereon is provided by the User, and the following note: "Source of information: Taipei Exchange (TPEx)."
To facilitate the administration of the information referred to in the immediately preceding paragraph, the User shall provide TPEx, free of charge, with two electronic display systems for monitoring such information.
Article 4
TPEx may engage the User to design hardware or software for processing trading information provided by TPEx. All copyright and other rights arising from the hardware or software so developed or designed by the User shall be vested in TPEx.
The User warrants that the hardware or software it develops or designs under the immediately preceding paragraph will be its own creation. In case these is any lawsuit brought by a third party against TPEx for infringement of intellectual property rights in regard to the software or hardware developed or designed by the User, the User shall, upon request of TPEx, provide assistance to TPEx in the defense of the lawsuit, and shall indemnify and hold TPEx harmless from and against any and all damages, including but not limited to the litigation-related expenses thus incurred, arising out of any unfavorable judgment against TPEx as a result of the lawsuit.
Article 4-1
TPEx will only provide the User with trading information within the scope of transmission items as included in the schedule of fees set forth in the Taipei Exchange Rules Governing Use of Trading Information on TPEx Securities Transactions. For information outside that scope, the User is required to pay additional royalties and any other necessary fees.
In case it is necessary to change the transmitting items referred to in the immediately preceding paragraph or their contents due to business needs of or the instructions of the competent authority, TPEx may at any time change it by giving the User notice in writing, to which the User shall not raise any objection.
Article 5
In order for TPEx to provide trading information to the User via direct connection pursuant to this Contract, the User shall arrange for network connection to the trading information system of TPEx, which shall be compatible with the software and equipment of TPEx.
Article 6
The User agrees that prior to conducting network connection testing, it shall apply to a telecommunications agency for a data line between TPEx and the testing site; provided that TPEx shall not be required to provide a venue for that testing purpose.
Article 7
When conducting testing related to network connection, the User shall transmit data in a manner designated by TPEx.
The format for transmitting data pursuant to the immediately preceding paragraph will be separately notified by TPEx.
Article 8
The User shall be liable for damages if its testing of the trading information transmission system or use of the trading information causes any damages to the equipment provided by TPEx.
Article 8-1
Upon execution of this Contract, the User shall post with TPEx a performance bond in the amount of NT$200,000. The performance bond will be returned without interest by TPEx to the User upon termination or rescission of this Contract, after deducting the amount for settling the obligations, if any, between the parties.
Article 8-2
TPEx agrees to the transmission of trading information by the User in the following method and within the following geographical area:
(check appropriate box)Method: □ Digital dedicated line (dial-up line) □ Satellite □ Internet □ Securities voice service □ Online database inquiry system □ Wireless paging service □ Television information □ Mobile data service □ Mobile phone □ FM-SCA □ Other: ______ )
Area: □ Domestic □ Overseas
Any change in the selections indicated above is subject to the consent in writing by TPEx which forms a part of this Contract, and the User shall pay additional amount as may be required by the schedule of fees accordingly.
Article 9
The User agrees to pay the following fees to TPEx with respect to network connection and related testing:
- Testing fees: Daily rate of NT$3,000 for testing between 2 pm and 5 pm, Monday through Friday. Hourly rate of NT$3,000 for testing between 2 pm and 9 pm, Saturday, and between 9 am and 5 pm, Sundays and holidays. Any testing time of less than one hour will be billed as one hour.
- Other relevant fees will be negotiated and agreed between TPEx and the User in each case.
Article 10
TPEx agrees to make available to the User the equipment required for network connection for its testing purposes within one month of the User's filing of application for network connection.
Article 11
The User agrees not to make use of the computer network connection between TPEx and the User under this Contract for purposes other than transmitting trading information as contemplated hereby.
Article 12
Both parties agree that this Contract shall be automatically terminated if trading information cannot be transmitted effectively, as demonstrated by testing, by the end of the three-month period following the User's entering into this Contract with TPEx.
Article 13
TPEx and the User agree not to claim damages against the other party for any loss arising out of unavailability of trading information as a result of any interruption in the transmission of such trading information or failure of the networking equipment to function properly, regardless of the cause, that occurs after transmission of information has begun under this Contract.
Article 14
TPEx agrees that the User may accept requests from subscribers to relay trading information to the subscriber's place to the extent that such relay is made in accordance with the Taipei Exchange Rules Governing Use of Trading Information on TPEx Securities Transactions.
Article 15
TPEx may from time to time dispatch personnel to conduct audits on the User's premises in which trading information is used, and request the User to conduct a joint audit with TPEx on a subscriber's premises in which trading information is used, and the User shall not refuse or evade such audit or request. If the User breaches this provision, TPEx may forthwith terminate this Contract in its sole discretion.
Article 16
Where either party becomes aware in the performance of this Contract of any information, intelligence, or related materials pertaining to the other party's business or the subject matter of this Contract, it shall maintain strict confidence, and shall not disclose it to any other person or otherwise take any action prejudicial to the interests of the other party.
Article 17
Neither party shall be liable for interruption in the transmission of trading information caused by act of God, strike or work stoppage, force majeure, or any other accident.
Article 18
If necessary for the development of its trading information system or to comply with other relevant bylaws, TPEx may terminate this Contract by giving the User three months' advance written notice, stating therein its reasons.
Article 19
This Contract shall be deemed automatically terminated upon dissolution, cessation of business operations, bankruptcy, reorganization, liquidation, or analogous proceedings by or against either party hereto.
Article 20
Neither party hereto shall assign this Contract in whole or in part without the other party's written consent.
Article 21
This Contract shall be governed by and construed in accordance with the laws of Taiwan.
TPEx and the User agree that the Taiwan Taipei District Court shall be the court of the first instance over any dispute arising from this Contract.
Article 21-1
The User shall keep its subscribers informed, and advise them of the necessity to comply with, the Taipei Exchange Rules Governing Use of Trading Information on TPEx Securities Transactions, and other relevant bylaws, circular letters, and public announcements of TPEx.
Article 21-2
If TPEx amends this Contract due to business needs or as instructed by the competent authority and the User does not express its intention to terminate this Contract within one month following receipt of a written notice from TPEx to that effect, the User shall be obligated to comply with the amendments.
The Chinese text of this Contract shall be deemed the original. In the event of any dispute or misunderstanding as to the interpretation of the language or terms of this Contract, the Chinese language version shall control.
Article 23
In regard to matters not stipulated in this Contract, the relevant bylaws of TPEx shall govern.
Article 24
This Contract shall be valid for a period of two years starting from the date of signature, and shall be automatically renewed for another year unless either party has expressed its intention to the contrary by the end of such period; the same shall apply to further renewals.
Article 25
This Contract is made in two originals and two copies, one each of such originals and copies to be retained by TPEx and the User respectively.
By,
Taipei Exchange
Representative:
Address: 15F, No.100, Sec.2, Roosevelt Road, Taipei, Taiwan, R.O.C
User:
Representative:
Address:
This _______ day of ______, 20_____
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