Zanbato Data Program Terms and Conditions


1. GENERAL

1.1 Ordering Services

    Zanbato will provide the Services described in these Data Program Terms and Conditions and any Order Form in accordance with the terms and conditions of these Data Program Terms and Conditions and any Order Form. Each Service Order will become a part of and be governed by the terms of these Data Program Terms and Conditions.

1.2 Parties

    Zanbato, Inc. or any of its Affiliates (each, “Zanbato”) may enter into an Order Form with Client under these Data Program Terms and Conditions, and with respect to such Order Forms, such Affiliate becomes a party to this Agreement and references to Zanbato in these Data Program Terms and Conditions are deemed to be references to such Affiliate. With respect to Zanbato, each Order Form is a separate obligation of the Zanbato entity that execute(s) such Order Form and no other Zanbato entity has any obligation under such Order Form. Each Order Form executed by a Zanbato entity on the one hand and a Client on the other hand, together with the Data Program Terms and Conditions, comprises a single Agreement between such Client and Zanbato such Zanbato entity. Accordingly, one or more separate Agreements may be created, each governed by the same Data Program Terms and Conditions.

1.3 Precedence

    If there is any conflict among any elements of the Agreement, the descending order of precedence will be (unless expressly stated otherwise for any particular terms): Order Form, Data Program Terms and Conditions. In some cases, additional or modified rights to the rights provided in these Data Program Terms and Conditions, will be included in an Order Form for a particular Service.

1.4 Changes to the Data Program Terms of Use

    Zanbato may revise and update these Data Program Terms of Use from time to time in its sole discretion. All changes are effective immediately when they are posted and apply to all access to and use of the Services thereafter. A party’s continued use of the Services following the posting of revised Data Program Terms of Use means that the party accepts and agrees to the changes.

2. TERM

The Data Program Terms and Conditions commence on the date specified in the Order Form and will remain in force during the term of any Service. Unless otherwise stated in an Order Form, the initial term of each Service (and any permission granted) is one year from the first day of the month following the date the Service is first made available and will automatically renew for additional one-year periods, unless one party gives the other at least 90 days’ notice prior to the end of the then-current term.

3. CHARGES

3.1 Payment of Fees

    Client will pay the Fees within 30 days of the date of the invoice and without set-off, counterclaim or deduction. Recurring Fees accrue from the first day of the month following the date the relevant Service is made available by Zanbato until the end of the month in which a termination of the Service takes effect. Zanbato may apply a service charge of 1% per month or the highest lawful interest rate (whichever is lower) to all amounts not paid to Zanbato when due. Zanbato is not permitted or authorized by regulators to hold Client money on behalf of Client. Therefore, it is imperative that Client submits the exact amount charged for the relevant Service. If Client overpays any invoice, Zanbato shall, once identified, refund the overpayment in an appropriate and reasonable time frame.

3.2 Payment of Taxes

    The Fees are exclusive of taxes, and Client will also pay applicable taxes and duties (including withholding taxes, value added tax (VAT), or other taxes but excluding income taxes imposed on Zanbato). Client will provide to Zanbato written evidence of any withholding tax paid by Client or any tax exemption on which Client wishes to rely. If Client is obliged to withhold or deduct any portion of the Fees, then Zanbato shall be entitled to receive from Client such amounts as will ensure that the net receipt, after tax and duties, to Zanbato in respect of the Fees is the same as it would have been, were the payment not subject to the tax or duties.

3.3 Changes to Fees

    During the term of a Service, Zanbato may increase or adjust the basis for calculating the Fees for each Service annually (the “Annual Adjustment”) by providing Client at least 90 days prior written notice. If solely as a result of the Annual Adjustment, Zanbato increases the Fees by more than 5%, Client may terminate the affected Service by notifying Zanbato within 30 days of the date of Zanbato’s notice. Termination of such Service is effective on the date when the increase or adjustment takes effect.

3.4 Excess Use

    Access to the Services is limited to the scope set forth on the applicable Order Form. In the event that the Client’s scope of use exceeds the limits set out in the Order Form (such as the number of Users, transactions (including returns), entities, and/or territories) Zanbato shall be entitled to charge additional Fees for the excess use at the rates set out in the Order Form or at the then current Zanbato pricing, whichever is greater (which additional Fees shall be a one-time adjustment for perpetual licenses and pro-rated for subscription licenses for the remainder of the initial term or renewal term, as applicable).

4. PERFORMANCE AND COMPLIANCE

4.1 Obligations of the Parties

    Zanbato will provide the Services to Client using reasonable skill and care. Zanbato will provide, and Client will use, the Services in accordance with applicable laws and regulations.

4.2 Obligations of Client

    Client will ensure that Client’s Contributed Data

    1. complies with applicable laws and regulations and does not contain objectionable material, and otherwise complies with Zanbato’s quality requirements,
    2. is accurate, complete and correct and in the form and quantity agreed to by Zanbato;
    3. does not violate any third party’s rights and
    4. does not contain any Personally Identifiable Information. Client shall not charge clients of Zanbato or its Affiliates to access Contributed Data. Zanbato may limit or remove Contributed Data from distribution or limit or block Contributed Data input if Client does not comply with these requirements. Client shall promptly notify Zanbato, and correct, any inaccuracies, omissions or errors in the Contributed Data. If Client is permitted to provide an Affiliate with access to any part of the Services, Client will ensure that such Affiliate complies with all provisions of the Agreement applicable to Client as if they were its own obligations. Client shall be responsible for any Contributed Data it transmits through the Service and agrees Zanbato shall be entitled to rely on such information having been authorized by Client.

4.3 Export Control and Sanctions

    Client will not obtain, retain, use, or provide access to the Services to an Affiliate or any third party in a manner that may breach any applicable export control or economic sanctions laws and regulations for any jurisdiction, including the United States of America and the European Union and its Member States. Client warrants that neither it nor any Affiliate to which Client provides access to the Services is or is affiliated with a specially designated or sanctioned entity under any of those laws and that, in any transaction relating to Zanbato, it will not involve sanctioned parties, including without limitation through the use of bank accounts at banks that are sanctioned parties.

5. USAGE PERMISSIONS AND RESTRICTIONS

5.1 Usage

    Zanbato permits Client to use the Services solely for its own business purposes within the scope of use set out in the Data Program Terms and Conditions and any other usage permissions detailed on the relevant Order Form. Client grants to Zanbato a perpetual right to include Client’s Contributed Data in any product or service provided by Zanbato or its Affiliates provided, however, that Contributed Data shall be aggregated, anonymized or categorized prior to being released. Client acknowledges and agrees that

    1. the Service is solely a means to communicate Information; and
    2. Client’s access to and use of the Service may be restricted by applicable law, and Client will abide by such restrictions.

5.2 Usage Permissions

    Zanbato permits each User to:

    1. view, use and copy (download and/or print) Information for the User’s individual use
    2. modify the Information, and create Derived Data, solely for the User’s individual use or as otherwise permitted in (c) below;
    3. Distribute and Redistribute Insubstantial Portions of Information and/or Derived Data in a Non-Systematic manner, including to its customers on a confidential and need-to-know basis, and solely in connection with effecting a potential transaction through Zanbato Securities LLC;
    4. Distribute Information to other Users who have a subscription from Zanbato to view the same Information; and
    5. Redistribute Information to government and regulatory authorities solely to the extent specifically requested by such government or regulatory authority for the purposes of investigating Client's compliance with laws and regulations.

5.3 Usage Restrictions

  1. Client will not:
    1. copy or modify any part of the Services except as expressly permitted under the Agreement; or
    2. use, provide or rebrand the Services for the benefit of any third party (other than third parties to the extent they are expressly permitted under the Agreement to receive the Services); or
  2. Any rights in the Information or other rights provided with a Service are non-transferable and non-sublicensable by Client.
  3. Unless expressly permitted under an Order Form, Client will not use Information to create, issue, sponsor, or calculate an Index that will be used
    1. as, or forms the basis of, a financial product, including but not restricted to funds, futures, options, swaps, certificates, notes; or
    2. as the official benchmark to measure and report the performance of a financial product.

5.4 Storage

    Client may only store Information or Derived Data from a Service

    1. to the extent necessary to benefit from the usage permissions granted for such Service and
    2. where required by, and may use it only to comply with, applicable laws and regulations. All Information must be deleted on termination of the relevant Service, except to the extent required by, and for use only to comply with, any applicable laws and regulations.

5.5 Attribution

    Except as otherwise specified in Order Form, Client must ensure that all Information it is permitted to Distribute or Redistribute is attributed to Zanbato as the source, in the following format: “Source: Zanbato Securities LLC.

6. INTELLECTUAL PROPERTY AND FEEDBACK

6.1 Services

    Client acknowledges that, as between the parties, all Intellectual Property Rights in the Services (including Information and Materials) are

    1. owned by Zanbato, its Affiliates, and
    2. hereby reserved to Zanbato unless specifically granted in the Agreement. Client will not remove or conceal any proprietary rights notice in the Services and will include such notices on any copy it is permitted to make.

6.2 Derived Data

    As between Zanbato and Client, Client owns all Intellectual Property Rights in those portions of Derived Data that Client is expressly permitted to create under the Agreement; provided that this shall not affect Zanbato’s ownership of intellectual property rights in the underlying information that Client used to create Derived Data. During the term and following expiry of the relevant Service, Client is permitted to use Derived Data which has been produced in accordance with the Agreement, provided that Client must not use any Derived Data outside of the usage permission or rights granted under the Agreement.

6.3 Client Materials and Feedback

    Zanbato acknowledges that, as between the parties, all Intellectual Property Rights in the Client Materials are owned by Client or licensors to Client. Zanbato may collect and use information related to Client’s use of the Services, to test, develop, improve and enhance its products and services, as long as such information is not identifiable to the Client or any individual User. If Client provides Zanbato with any feedback on Zanbato’ products and services, Client grants Zanbato and Zanbato’ Affiliates the right to use it to develop their services and products and to create and own derivative works based on such feedback.

6.4 Use of Name

    Other than as necessarily required for the provision of the Services, neither Party may use the other Party’s name, trademarks or any derivatives of them, except for internal purposes or as required by law or regulation, without the other’s prior written consent, not to be unreasonably withheld.

7. CHANGES TO SERVICES

Zanbato may modify a Service from time to time but will not change its fundamental nature, except as permitted in Clauses 8.1 (External Triggers). Zanbato will use reasonable efforts to notify Client of significant changes to Services.

8. TERMINATION AND CONSEQUENCES OF TERMINATION

8.1 External Triggers

    Zanbato may, with notice (“Zanbato’s Notice”), terminate a Service in whole or in part, or modify it or the terms on which it is provided, if all or part of that Service:

    1. depends on an agreement between Zanbato or a Zanbato Affiliate and a third party, and that third party agreement or the third party’s materials or other input is modified or terminated;
    2. becomes illegal or contrary to any law, regulation, guideline or request of any regulatory authority; or
    3. becomes subject to a claim or potential claim that it infringes or violates the rights of any third party. Zanbato will endeavor to provide Client with reasonable prior notice of any such termination or modification but may not be able to do so if the triggering event is under the control of a third party. The effective date of the termination or modification as indicated on Zanbato’s Notice is the “Change Date”. If a partial termination or modification in accordance with this Clause 8.1 fundamentally and detrimentally changes the nature of or the rights granted in the Service, Client may terminate the affected Service by providing Zanbato with notice no later than 30 days after the date of Zanbato’s Notice.

8.2 Suspension

    Zanbato may suspend, upon notice, all or part of a Service and Client’s rights in relation to that Service if:

    1. Zanbato has the right to terminate the Service in accordance with Clauses 8.3 (Termination for Breach) or 8.4 (Termination for Insolvency); or
    2. Zanbato is required to do so by law or regulation or at the request of any relevant regulatory authority. Any such suspension may continue until Zanbato is satisfied that the condition is remedied. Client is still required to pay the Fees during any period of suspension permitted by (a) above.

8.3 Termination for Breach

    Either party may terminate the Agreement, upon notice, if the other party materially breaches the Agreement and the breach

    1. remains unremedied 30 days after the date the breaching party receives a notice from the other party describing the breach and requiring it to be cured, or
    2. is incapable of being cured. However, if the material breach relates solely to one or more Services (but not all the Services), the non-breaching party only may terminate the relevant Service(s).

8.4 Termination for Insolvency

    Either party may terminate the Agreement, immediately upon notice, if:

    1. the other party enters into a composition with its creditors;
    2. a court order is made for the winding up of the other party;
    3. an effective resolution is passed for the winding up of the other party (other than for the purposes of amalgamation or reconstruction);
    4. the other party has a receiver, manager, administrative receiver or administrator appointed with respect to it,
    5. the other party ceases to be able to pay its debts as they fall due;
    6. the other party takes or suffers any action similar to any of the above on account of debt in any jurisdiction.

8.5 Injunctive Relief

    Nothing in this Agreement prevents Zanbato or Client from seeking an immediate injunction or similar remedy from a court of competent jurisdiction to prevent or restrain breaches of the Agreement.

8.6 Refunds

    Where Zanbato terminates a Service other than under Clauses 8.3 (Termination for Breach) or 8.4 (Termination for Insolvency), or Client terminates a Service where the Agreement permits it to, Client will be entitled to a pro rata refund of any recurring Fees that Client has paid in advance for the terminated Service.

8.7 Delete or Return Information and Materials

    Following termination, and at any time with respect to Confidential Information,

    1. at Client’s request and subject to the remainder of this Clause 8.7, Zanbato will promptly return, delete or destroy Client Materials and Client’s Confidential Information, and
    2. at Zanbato’ request Client will promptly return, delete or destroy all Information, Materials, and Zanbato’ Confidential Information. However, each party may retain copies to the extent required by, and used only to
      1. comply with, law or regulation, and
      2. support the enforcement or defense of a party’s rights under the Agreement. This Clause 8.7 will not apply to the extent Zanbato has granted Client a perpetual right to Information or Materials, unless Zanbato is terminating that perpetual right under Clauses 8.3 (Termination for Breach) or 8.4 (Termination for Insolvency). Zanbato will not be required to return, delete or destroy any feedback, Contributed Data or material contributed by Client’s Users to any Service.

8.8 Survival of Terms

    Termination of all or any part of the Agreement will not affect a party’s respective accrued rights and obligations. The following Clauses will survive termination: 3.1 (Payment of Fees), 3.2 (Payment of Taxes), 8.6 (Refunds), 8.7 (Delete or Return Information and Materials), 8.8 (Survival of Terms), and 9 through 13 (Confidentiality; Disclaimers; Limitation of Liability; Indemnity and Miscellaneous), along with any others that by their nature should survive.

9. CONFIDENTIALITY

9.1 Non -disclosure

    The Receiving Party will hold the Disclosing Party’s Confidential Information in confidence and will not disclose any part of it to any third party except to its Affiliates, consultants and third-party contractors (including financial advisors, accountants and attorneys) (collectively, “Representatives”) who are acting on behalf of the Receiving Party and are bound by, or are otherwise protected by legal privilege or confidentiality and non-disclosure commitments substantially similar to those contained in this Agreement, except with the consent of the Disclosing party or pursuant to a subpoena order or request issued by a court of competent jurisdiction or by a judicial, administrative, legislative or regulatory body or committee. In the event Receiving Party receives any such subpoena, order or request, the Receiving Party shall

    1. provide prompt notice (unless prohibited by law or by such request) to the Disclosing Party so that the Disclosing Party can seek a protective order or other appropriate remedy,
    2. limit any such disclosure to the extent of the legal requirement and the disclosed information will remain Confidential Information despite such disclosure and
    3. be entitled to reimbursement from Disclosing Party for its expenses including the fees and expenses of its counsel in connection with action taken pursuant to this sentence.

9.2 Exceptions

    These obligations of confidentiality do not apply to information which:

    1. is or becomes (through no act or omission of the Receiving Party in violation of this Agreement), generally available to the public;
    2. becomes known to the Receiving Party or any of its Affiliates on a non-confidential basis through a third party who is not subject to an obligation of confidentiality with respect to that information;
    3. was lawfully in the possession of the Receiving Party or any of its Affiliates prior to such disclosure;
    4. is independently developed by the Receiving Party or any of its Affiliates; or (e) the Disclosing Party agrees is not confidential or may be disclosed, to the extent of that consent.

10. DISCLAIMERS

10.1 General Disclaimer

    All warranties, conditions and other terms implied by statute or common law including, without limitation, warranties or other terms as to suitability, merchantability, satisfactory quality and fitness for a particular purpose, are excluded to the maximum extent permitted by applicable law. Unless expressly provided, the Services are delivered “as is” without warranty of any kind. Zanbato does not warrant or represent that the Services (or services, information or material supplied to Zanbato on which all or part of a Service depends) will be delivered free of any inaccuracies, interruptions, delays, omissions or errors (“Faults”), or that all Faults will be corrected. Zanbato shall not be liable for any Damages resulting from any such Faults. Client assumes sole responsibility and entire risk as to the suitability and results obtained from use of the Services, and any decisions made, or actions taken, based on the information contained in or generated by the Services. Client is solely responsible for the preparation, content, accuracy and review of any documents, data, or output prepared or resulting from the use of the Services. In no event shall Zanbato be liable for any penalties, interest or taxes assessed by any governmental or regulatory authority.

10.2 No Advice

    Client understands that Zanbato is an aggregator and provider of information (including opinions) for general information purposes only and does not provide financial, tax and accounting, medical, legal or other professional advice. Some Information may contain the opinions of third parties, and Zanbato is not responsible for these opinions. Likewise, Zanbato is not responsible for any Damages resulting from any decisions of Client, or anybody accessing the Services through Client, that are made in reliance on the Services, including decisions relating to the sale and purchase of instruments or legal, compliance and/or risk management decisions. Client agrees that it uses the Services at its own risk in these respects.

11. LIMITATION OF LIABILITY

11.1 Unlimited Liability

    The limits on liability in Clause 11.2 (Liability Cap) do not apply to:

    1. a party’s fraud, fraudulent misrepresentation, willful misconduct, or conduct that demonstrates a reckless disregard for the rights of others;
    2. any defense and indemnification obligations, other than to the extent described in Clause 12.2 (Third Party Limitation),
    3. Zanbato’s infringement of Client’s Intellectual Property Rights in the Client Materials, or
    4. Client’s liability to pay the Fees and any amounts Zanbato would have charged for use of the Services beyond the usage permissions and restrictions granted under the Agreement. Nothing in this Agreement limits liability that cannot be limited under law.

11.2 Liability Cap

    Each party’s aggregate liability to the other in any calendar year for Damages (in contract, tort including negligence or otherwise) arising out of or in connection with the Agreement will not exceed the Fees payable by Client to Zanbato for the applicable Service(s) which forms the basis for the claim(s) during the 12-month period immediately preceding the incident (or the first incident in a series) giving rise to any claim for those Damages.

11.3 Exclusions

    Neither party will be liable for any:

    1. indirect, incidental, punitive, special or consequential Damages arising out of or in connection with the Agreement;
    2. loss of data; or
    3. loss of profits (except with respect to the Fees); even if such Damages or losses in (a)-(c) could have been foreseen or prevented.

11.4 Force Majeure

    Neither party will be liable for any Damages or failure to perform its obligations under the Agreement due to circumstances beyond its reasonable control. If such circumstances cause material deficiencies in the Services and continue for more than 30 days, either party may terminate any affected Service upon notice to the other party.

12. INDEMNITY

12.1 Zanbato Indemnity

    Zanbato will indemnify Client against Damages Client incurs as a result of any third-party claim that the Services infringe the Intellectual Property Rights of a third party in the locations where Client is permitted by Zanbato to use the Services, except if the Damage results from:

    1. modification of all or part of the Service other than by Zanbato;
    2. use of a version of the Service after Zanbato has notified Client of a subsequent version; or
    3. Client’s breach of the Agreement. This indemnity will extend to Client’s Affiliates to which Client makes the Services available in accordance with the Agreement.

12.2 Third Party Limitation

    Where the indemnity obligation in Clause 12.1 (Zanbato Indemnity) arises from customer Contributed Data, Zanbato’s monetary liability to Client will be limited to the amount Zanbato recovers from the relevant customer, divided by the number of other actual or potential claims by Zanbato customers (including Client) against Zanbato arising from such Contributed Data.

12.3 Zanbato’s Remedial Options

    Zanbato may remedy any alleged or anticipated infringement of a third-party Intellectual Property Right by:

    1. procuring the right for Client to continue using the Service in accordance with this Agreement;
    2. replacing affected Information and/or Materials with replacement(s) that do not alter the fundamental nature of the relevant Service; or
    3. taking the actions in Clause 8.1 (External Triggers).

12.4 Client Indemnity

    Client will indemnify Zanbato and its Affiliates and their respective officers, directors, employees, successors, assigns, licensees, distributors, contractors, and agents against Damages they incur as a result of a third party claim:

    1. alleging that their use of Client Materials infringes the Intellectual Property Rights of a third party;
    2. arising from Client’s, its Affiliates’ or their respective sub-contractors’ or customers’ use of the Services or Information;
    3. asserted by any person accessing any part of a Service through Client (except to the extent of any indemnity Zanbato provides under Clause 12.1 (Zanbato Indemnity)).

12.5 Conduct of Claims

    The indemnification obligations in Clause 12 are conditioned on the indemnified party:

    1. providing the indemnifying party with prompt notice of the details of the claim and, if the indemnifying party requests it, control of the claim; provided, however, failure to so notify shall relieve the notifying party from the obligation to indemnify only to the extent the other party suffers actual prejudice as a result of such failure, but shall not relieve it from its obligation to provide reimbursement;
    2. co-operating, at the indemnifying party’s request, in the defense or prosecution of the claim; and
    3. not making any admission or taking steps to settle any claim without the indemnifying party’s prior written approval. The indemnified party may participate, at its expense, in the defense of any such claims through legal counsel of its choice.

13. MISCELLANEOUS

13.1 Notices

    All notices under the Agreement must be in writing and sent by email (except for notices of breach of the Agreement which may not be sent by email) or registered mail, courier, fax or delivered in person at the address set out on the latest Order Form between the parties (or such other more recent address notified to the other).

13.2 Client money

    Zanbato is not permitted or authorized by regulators to hold Client money on behalf of Client. Therefore, it is imperative that Client submits the exact amount charged for the relevant Service. If Client overpays any invoice, Zanbato shall, once identified, refund the overpayment in an appropriate and reasonable time frame.

13.3 Investigation

    Client agrees to cooperate with Zanbato and any regulator in any investigation or other inquiry regarding Client’s use of the Services.

13.4 Choice of Law and Jurisdiction

    The Agreement and any dispute or claim arising out of or in connection with the Agreement will be governed by and construed in accordance with the laws of the State of New York, without giving effect to the State of New York’s conflicts of laws rule to the extent those rules would require applying another jurisdiction’s laws. Each party hereby consents to the non-exclusive jurisdiction of the federal and state courts of the State of New York to settle all disputes or claims arising out of or in connection with the Agreement.

13.5 Assignment

    Neither party may assign or transfer (by operation of law or otherwise) any right or obligation under the Agreement without the other party’s prior written consent, which may not be unreasonably withheld or delayed. Any assignment in violation of this clause shall be null and void. However, Zanbato may, without Client’s consent, assign the Agreement or any rights granted in the Agreement, in whole or part, either

    1. to an Affiliate;
    2. in connection with Zanbato’s or an Affiliates’ sale of a division, product or service; or
    3. in connection with a reorganization, merger, acquisition or divestiture of Zanbato or any similar business transaction.

13.6 Affiliate Rights

    Clauses 4.1 (Obligations of the Parties), 5 (Usage Permissions and Restrictions), 6 (Intellectual Property and Feedback), 8.7 (Delete or Return Information and Materials), 9 (Confidentiality), 10 (Disclaimers), 11 (Limitation of Liability), 12.4 (Client Indemnity), and 12.5 (Conduct of Claims) benefit Zanbato’s Affiliates to the same extent as they would benefit Zanbato. The limitations and exclusions set out in Clause 11 (Limitation of Liability) will apply with respect to all such recipients of a claim under each Agreement so that the aggregate liability will not exceed that applying to one recipient of a claim. Zanbato’s Affiliates may exercise their rights directly or Zanbato may exercise such rights on their behalf.

13.7 Severability

    If any part of the Agreement that is not fundamental is illegal or unenforceable, it will be deemed modified to the minimum extent necessary to make it legal and enforceable. If such modification is not possible, the part will be deemed deleted. Any such modification or deletion will not affect the validity and enforceability of the remainder of the Agreement.

13.8 No Waiver

    If either party delays or fails to exercise any right or remedy under the Agreement, it will not have waived that right or remedy.

13.9 Entire Agreement and Non-Reliance

    The Agreement contains the entire understanding between the parties regarding its subject matter and supersedes all prior agreements, understandings, negotiations, proposals and other representations, verbal or written, in each case relating to such subject matter. Each party acknowledges that in entering into the Agreement it has not relied on any representations made by the other party that are not expressed in the Agreement.

13.10 Signature and Amendment

    The Agreement is binding when countersigned by Client provided that Client has not made any changes to the Agreement. The Agreement may be varied only by a written amendment signed by both parties.

14. DEFINITIONS AND INTERPRETATION

“Affiliate” in the case of Zanbato, Zanbato, Inc. and any entity that, from time to time, is directly or indirectly controlled by Zanbato, Inc.; in the case of Client, any entity that, from time to time, is directly or indirectly controlling, controlled by, or under common control of Client. “Control” means the power to direct or cause the direction of the management or policies of such entity, whether through the ownership of voting securities, by contract, or otherwise.

“Agreement”these Data Program Terms and Conditions, all Order Forms governed by these Data Program Terms and Conditions, and other schedules, exhibits or addenda referred to or incorporated in them, each between the same parties.

“Client”the entity signing an Order Form.

“Client Materials”means (a) information, software, or other materials provided to Zanbato by or on behalf of Client, which Zanbato is required to use or modify in the provision of a Service, and (b) Client’s Contributed Data.

“Confidential Information”information in any form, whether oral or written, of a business, financial or technical nature which the recipient reasonably should know is confidential and which is disclosed by a party in the course of the Agreement, but excluding the information listed in Clause 9.2 (Confidentiality Exceptions) and Contributed Data.

“Contributed Data”information created by Zanbato customers and provided to Zanbato, and accepted by Zanbato, for inclusion in any service of Zanbato or its Affiliates for distribution to its customers.

“Damage(s)”any loss, damage or cost.

“Derived Data”Information modified by Client (e.g., perform calculations or combining it with other data) to such a degree that it cannot be recognized as deriving from the Information, reverse engineered or otherwise traced back to the Information, without an extraordinary amount of time and effort other than by the creator. All other Information that does not satisfy these criteria constitutes “Information.”

“Disclosing Party”a party who discloses Confidential Information, and a party’s Affiliates who disclose Confidential Information.

“Distribute”to send within any of Client’s offices or any of Client’s Subsidiary’s offices, in each case, which receive Information.

“Fees”fees Zanbato charges for the supply of a Service as specified or referred to in the relevant Order Form(s).

“Index”means the Index Values, as well as the list of Index Constituents and their weights in the Index.

“Index Constituent”means a discrete security or other financial instrument which is aggregated with one or more other securities or financial instruments to form an Index.

“Index Value”means a numeric value aggregated from the values of two or more Index Constituents as determined by the prices and the weight of the securities or financial instruments in the Index.

“Information”the information (including, but not limited to, data, text, images and sound recordings) contained in the relevant Service in raw form and such information as it may be modified by Client, except to the extent that the modified information is Derived Data.

“Insubstantial Portions”limited extracts which have no independent commercial value.

“Intellectual Property Rights”database rights, design rights, moral rights, the rights in and to patents, trademarks, service marks, trade and service names, copyrights, know-how and trade secrets, and all rights or forms of protection of a similar nature or having similar or equivalent effect which may subsist anywhere in the world now existing or hereafter arising.

“Materials”hardware, software, and related documentation supplied by Zanbato or its Affiliates.

“Non-Systematic”use on an infrequent basis and not automatically generated by machine or regularly created by individual Users.

“Order Form”the form Zanbato has accepted that lists or describes the Service(s) to be supplied to Client, including any statement of work Zanbato has accepted that details the Services Client orders or setting out additional or specific terms and conditions relating to certain categories or types of Services.

“Personally Identifiable Information”any information relating to an identified natural person or a natural person who can be identified directly or indirectly, by means reasonably likely to be used by the controller of the information, or any other natural or legal person.

“Receiving Party”a party, or a party’s Affiliates, who receives Confidential Information from the Disclosing Party.

“Redistribute”to send outside any of Client’s offices or any of Client’s Subsidiary’s offices in the ordinary course of Client’s business.

“Service(s)”any services or products Zanbato supplies pursuant to an Order Form, which may include Information or Materials.

“Subsidiary”an Affiliate over which a party owns directly or indirectly more than 50% of the issued share capital and over which the party exercises direct or indirect control.

“Zanbato”the Zanbato entity signing these Data Program Terms and Conditions or its Affiliate referred to in Clause 1.1 (Parties) as relevant to the Agreement. Any references to “Zanbato” in the Agreement shall also be read as referring to Zanbato.

“User”(a) each individual employed by Client, or contractor acting under Client’s direction in the ordinary course of Client’s business, in each case authorized or allowed by Zanbato to access the relevant Service; or (b) each group of individuals specifically designated as a User on an Order Form.