DATA LICENSE AGREEMENT
You may not access the RapidRV Platform, the Products, or the Data for purposes of monitoring their performance or functionality, or for any other benchmarking or competitive purposes.
“Beast Apps,” “We”,” “Us,” or “Our” means Beast Apps LLC, a Delaware limited liability company with an address at 17 Battery Park Place, Suite 323, New York, NY 10004. “Subscriber,” You,” or “Your” means the company or other legal entity for which you are accepting this Agreement, and affiliates of that company or entity. Other capitalized terms shall have the meanings ascribed to them herein.
This Agreement is effective between You and Us as of the date of You accepting this Agreement (the “Effective Date”).
- 1. Grant of License; ScopeBeast Apps grants to the Subscriber for the Term (as the term is defined herein) a non-exclusive, non-transferable, non-sublicenseable, limited license to access the subscriber-restricted portions of the online platform at www.rapidrv.com (the “RapidRV Platform”), and a non-exclusive, nontransferable, non-sublicenseable, limited sublicense to access the applicable product(s) set out in the pricing schedule table directly below (the table hereinafter the “Pricing Schedule,” and each product a “Product”) selected by Subscriber, and the third party data therein comprising such Product(s) (the “Data”). The Products and Data shall be distributed by Beast Apps to Subscriber under the terms and conditions stated in this Agreement, and in consideration of Subscriber's agreement to pay the monthly license fee (the “Fees”) calculated in accordance with the End User Monthly Service Charges in the Pricing Schedule directly below.
|Product||Description||End User Monthly Service Charges|
|RapidRV Basic Servic||Desktop product that includes, but may not be limited to, calculators and real-time Data from CBOT (DSF, US Treasury Futures) and ICAP GovPX / SwapPX (OTC US Treasury and Interest Rate Swaps prices). Also includes delayed CME Eurodollar Futures prices.||$285.00 per End Use|
|CME real-time futures Add-on||Adds the real-time CME Eurodollar futures to the RapidRV Basic Service, replacing the delayed data||$85.00 per End User|
- Beast Apps represents and warrants to Subscriber that Beast Apps currently has, and during the term of this Agreement will maintain, all the necessary rights, titles, licenses, permissions, approvals and authority required for Beast Apps to provide the Products and the Data, to perform its obligations under this Agreement and to grant the license and sublicense granted in this Agreement. Subscriber may use the Data solely for real-time display on Subscriber's premises and solely for Subscriberâ€™s internal business purposes. Subscriber may not derive or otherwise use any element of Data for the purpose of creating and/or distributing new original works, including without limitation the creation or recalculation of indices or any financial instrument or product (investable or otherwise); for the avoidance of doubt, and notwithstanding anything to the contrary, any derivation of the Data is strictly prohibited unless and to the extent such activity is permitted pursuant to a separate license agreement between Beast Apps and Subscriber. Moreover, Subscriber agrees that it will not: (a) communicate or otherwise make the Data (or any part thereof) available to any third party, (b) re-transmit the same from its business premises for any purpose, including re-transmission to other business premises operated by the Subscriber without written permission from Beast Apps, (c) interfere with or disrupt the integrity of the Data, (d) decompile or reverse engineer the Data, or (e) otherwise use or distribute the Data in any manner that violates any applicable laws, rules and regulations. In the event Subscriber becomes aware of any unauthorized use by a third party of the Data, Subscriber will give Beast Apps prompt notice thereof. Subscriber will, thereafter, cooperate with Beast Apps in investigating and remedying the same. Prior to Beast Apps granting Subscriber access to the subscriber-restricted portions of the RapidRV Platform and the applicable Product(s) and Data therein, Beast Apps shall assign to Subscriberâ€™s authorized End Users (as the term is defined herein) unique usernames ("Usernames") and passwords ("Passwords"). Subscriber is solely responsible for the confidentiality and use of its End Usersâ€™ Usernames and Passwords, as well as for any use or misuse involving one or more of them. Subscriber will promptly inform Beast Apps of any need to deactivate a Username or Password. Beast Apps reserves the right to delete or change Subscriberâ€™s End Usersâ€™ Passwords and Usernames at any time and for any reason. Neither Beast Apps or the Data Providers (as the term is defined herein) will be liable for any loss or damage caused by any unauthorized use Passwords, or Usernames.
- 2. Free TriaSubscriberâ€™s End User(s) is entitled to receive a 30-day free trial (a â€œFree Trialâ€) of a Product. The Free Trial will automatically terminate after thirty (30)-days unless the Subscriberâ€™s authorized signatory elects to allow the End User to continue to receive the applicable Product prior to the expiration of the Free Trial. The Subscriberâ€™s authorized signatory must provide payment details as part of this process in order to allow the End User to continue to access the applicable Product after the expiration of the Free Trial. Only one (1) Free Trial can be granted to any End User. Any such Free Trial shall be subject to the terms and conditions of this Agreement.
- 3. Subscriber’s Payment of FeesAll Fees will be invoiced quarterly in advance at the full monthly rate starting the first day of the month following the Effective Date for each applicable End User, with no pro-ration. Furthermore, Subscriber will be invoiced for the entire month in which a termination date falls pursuant to Sections 10 and/or 11 of this Agreement, with no pro-ration. All Fees will be invoiced, and Subscriberâ€™s Fees payments will be processed, by ICAP Information Services Inc. ("ICAP"), Beast Appsâ€™ invoicing and payment processing agent (prices established annually by Beast Apps), and will include all applicable fees and taxes. Subscriber represents that it authorizes ICAP to perform all such invoicing, payment processing, and related activities. Subscriber is responsible for notifying Beast Apps within 30 days of receipt of the applicable invoice if it believes in good faith that there is a problem with the Fees on the invoice. Subscriber will pay all Fees not disputed in good faith within thirty (30) days of receipt of invoice. All amounts stated in this Agreement or on any invoice are in U.S. dollars, and all payments will be made in U.S. dollars. Sixty (60) days after Subscriberâ€™s receipt of an invoice from ICAP, amounts due by Subscriber but unpaid to ICAP shall accrue interest at the rate of one and one-half percent (1-1/2%) per month. Failure to make timely payment of any Fees not disputed in good faith shall be a material breach of the Agreement. All Fees are nonrefundable, and all payments of Fees are final.
- 4. Changes in Product From Time to TimeBeast Apps reserves the right, in its sole discretion, and from time to time, to change the format, price or content of the Products and/or Data, whether or not such changes would require changes to be made by Subscriber to its mode of operation; provided, however, that Subscriber may, at its option, in the event of a change having such an effect, elect to terminate this Agreement, by written notice to Beast Apps no later than thirty (30) days after such change in the Data.
- 5. Right of InspectionDuring the term of this Agreement and for a period of one (1) year thereafter, upon at least thirty (30) daysâ€™ prior written notice and during normal business hours, a person or persons designated by Beast Apps (accompanied by a representative of Subscriber, at Subscriber's discretion) shall have reasonable access to Subscriber's business premises and equipment and the right to observe the use of the Data thereon in order to ensure compliance with the provisions of this Agreement. Such inspection right shall not be exercised more than one (1) time per year, unless any such inspection reveals a breach of the license by the Subscriber, in which case Beast Apps shall have reasonable re-inspection rights under this Section during normal business hours until said breach is cured. Subscriber agrees to furnish Beast Apps on request with such information concerning its use of the Data as Beast Apps shall reasonably request for the purpose of monitoring compliance with this Agreement.
- 6. Limitation of Access; Third Party Limitations
Subscriber may only provide access to the RapidRV Platform, the Products, and Data to its authorized, internal, individual end users, as reported by Subscriber to Beast Apps ("End Users"). Subscriber must provide true, accurate, current, and complete information to Beast Apps with respect to End Users. Subscriber may not redistribute the Data under any circumstances.
Subscriber acknowledges and agrees that Chicago Mercantile Exchange Inc. ("CME") and/or ICAP (collectively, the â€œData Providersâ€) may provide elements of Data to Beast Apps pursuant to an agreement amongst the parties (the "Distributor Agreement"). Subscriber acknowledges and agrees that (i) CME has exclusive and valuable property rights in and to its market data contained in the Data, that such market data constitute valuable confidential information, trade secrets and/or proprietary information rights of CME not within the public domain and (ii) ICAP has exclusive and valuable property rights in and to its market data contained in the Data, that such market data constitute valuable confidential information, trade secrets and/or proprietary information rights of ICAP not within the public domain. Subscriber acknowledges and agrees that disclosure of any Data or any breach of threatened breach of any of the covenants or agreements herein would cause irreparable injury to the Data Providers for which money damages would be an inadequate remedy, and Subscriber hereby agrees that the Data Providers shall be entitled to specific performance and injunctive and other relief from the breach or threatened breach of any provision, requirement or covenant of this Agreement. Subscriber acknowledges and agrees that the Data Providers may, from time to time, issue additional usage restrictions and/or requirements regarding each Data Providerâ€™s Data, and Subscriber agrees to abide by such usage restrictions or requirements. Subscriber agrees that it will not use the Data for any illegal purpose.
- 7. EXCLUSION OF WARRANTIESBEAST APPS AND THE DATA PROVIDERS DO NOT WARRANT OR GUARANTEE THE TIMELINESS, SEQUENCE, ACCURACY OR COMPLETENESS OF THE DATA, OR THAT CHANGES TO THE DATA FORMAT WILL NOT INTERFERE WITH SUBSCRIBERâ€™S COMPUTER SYSTEMS, NETWORKS OR EQUIPMENT, AND SUBSCRIBER ACKNOWLEDGES THAT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, THE DATA IS BEING PROVIDED TO THE SUBSCRIBER "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BY WAY OF EXAMPLE AND NOT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. FOR THE AVOIDANCE OF DOUBT, BEAST APPS AND DATA SUPPLIERS MAKE NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY SUBSCRIBER OR ANY OTHER PERSON OR ENTITY FROM THE USE OF ANY OF THE DATA SUPPLIED BY BEAST APPS AND/OR DATA SUPPLIERS.
- 8. LIMITATIONS OF LIABILITY; EXCLUSION OF CONSEQUENTIAL DAMAGESALL ANALYTICS PROVIDED HEREUNDER ARE FOR INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE CONSIDERED INVESTMENT ADVICE. IN NO EVENT SHALL BEAST APPS AND/OR THE DATA PROVIDERS BE LIABLE TO SUBSCRIBER, OR TO ANY OTHER PERSON, REGARDLESS OF THE CAUSE, FOR THE ACCURACY OF THE DATA, OR OF ANY OTHER INFORMATION SUPPLIED BY IT, OR FOR ANY DELAYS, INACCURACIES, ERRORS, INTERRUPTIONS, OR OMISSIONS IN THE FURNISHING OF THE DATA, OR FOR ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM OR OCCASIONED BY SUCH DELAYS, INACCURACIES, ERRORS, INTERRUPTIONS OR OMISSIONS, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT THE FOREGOING LIMITATION IS FOUND BY A COURT OF COMPETENT JURISDICTION TO BE INEFFECTIVE, THE PARTIES AGREE THAT BEAST APPSâ€™ MAXIMUM LIABILITY FOR ANY CLAIM ARISING HEREUNDER (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHERWISE) SHALL BE LIMITED TO THE SUM OF FIFTY DOLLARS ($50.00).
- 9. IndemnificationSubscriber agrees to indemnify, defend and hold Beast Apps, the Data Providers and each of their respective shareholders, affiliates, officers, directors, employees and agents and any other supplier of information to Beast Apps harmless from and against any and all losses, claims, damages or liabilities to which any of them may become subject and which are in any way related to or which have arisen under or in connection with the following, in each case whether arising under any statute, at common law or otherwise, and to reimburse them for all reasonable legal or other out-of-pocket expenses (including the reasonable costs of investigation and preparation, and, where applicable, the costs of the collection of Fees) incurred in connection therewith: (i) any non-compliance by Subscriber with the terms and conditions of this Agreement (including any material inaccuracies or errors in reports submitted by Subscriber hereunder); (ii) any misuse by Subscriber of the Data including without limitation any unauthorized distribution of the Data; and (iii) any third-party action related to Subscriber's receipt and utilization of the Data, whether authorized or not authorized under this Agreement.
- 10. TermThis Agreement shall be effective upon the Effective Date and shall continue (unless sooner terminated by the provisions hereof) for a period of one (1) year from the Effective Date (the â€œInitial Termâ€). Subsequent to completion of the Initial Term, the Agreement will automatically renew for successive one (1) year renewal terms (each such renewal term a â€œRenewal Term,â€ and the Initial Term together with all Renewal Terms, the â€œTermâ€). If the Subscriber increases the number of End Users viewing any of the Products, subject to the terms and conditions of this Agreement, then the Initial Term for the new End Users shall be one (1) year from the date that the new End Users were added to the Agreement with a ninety (90) day notification of cancellation upon completion of one (1) year of service in effect as described above in this Section 10.
- 11. Early TerminationExcept as otherwise provided in Section 10, this Agreement may be terminated (i) at any time by mutual agreement of the parties; (ii) at any time, by Beast Apps, on notice to Subscriber, in the event of a breach by Subscriber of any of the provisions of Section 1 hereof; (iii) by Subscriber pursuant to Section 4 hereof; (iv) by Subscriber at any time with three (3) months prior written notice to Beast Apps; and (v) by either party upon expiration of thirty (30) days following notice of a material breach of this Agreement by the other if the events giving rise to such material breach have not been cured within said thirty (30) day period. In addition to the foregoing, subject to Section 10 hereof, this Agreement will terminate automatically at any time and without further action by either party on the expiration or termination of the Distributor Agreement.
- 12. AssignmentThis Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. This Agreement may not be assigned, in whole or in part, by Subscriber without the prior written approval of Beast Apps.
- 13. SurvivalNotwithstanding the termination of this Agreement for any reason, Sections 1, 5, 7, 8, 9, 10 and 13 hereof, and the obligations of Subscriber to make payments to ICAP pursuant hereto accrued prior to the date of such termination, shall survive such termination and shall remain in full force and effect.
- 14. Force MajeureExcept for Subscriberâ€™s payment obligations herein, neither party shall be liable for any delays or failures to perform any of its obligations hereunder to the extent that such delays or failures are due to circumstances beyond its reasonable control, including acts of God, strikes, riots, acts of war, or governmental regulations imposed after the date of this Agreement.
- 15. MiscellaneousThe arrangements set forth herein between the parties are non-exclusive, including, by way of example and not limitation, the right of Beast Apps and the Data Providers to distribute the Data or any part or component thereof to third parties. Each party agrees to execute, acknowledge, file, and record such further documents, and do such further acts and things as may be required hereunder or as shall be reasonably necessary to carry out the intent and purposes of this Agreement. This Agreement shall be construed in accordance with the laws of the State of New York, without reference to the conflict of laws provisions thereof or the conflict of laws provisions of any other jurisdiction. Each party to this Agreement for purposes of this Agreement hereby irrevocably submits to the jurisdiction of any court located in the State and County of New York, over any suit, action, or proceeding brought by the other party hereto arising out of or relating to this Agreement. This Agreement constitutes the complete understanding and agreement of the parties with respect to the subject matter hereof, and supersede all prior communications with respect thereto. This Agreement may not be modified, amended or in any way altered or waived, except in a writing signed by both parties. The parties to this Agreement are and shall remain independent contractors, and nothing herein shall be construed to create a partnership or joint venture between them. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. All notices required hereunder shall be in writing and shall be deemed to have been duly given (i) three days after posting by certified mail, postage prepaid, (ii) upon confirmed receipt if delivered by telecopier and/or e-mail and (iii) the next day if delivered by overnight commercial courier, in each case to the address set forth in this Agreement. Beast Apps and Subscriber acknowledge and agree that CME and ICAP are intended third party beneficiaries to this Agreement, and that CME and/or ICAP may enforce any and all of the terms hereunder.