r8fin Tradeweb Air Terms of Service

BEFORE GOING FURTHER, YOU (“YOU” OR “CUSTOMER”) MUST AGREE TO THESE TERMS (“TERMS”) AND/OR APPLICABLE THIRD PARTY AGREEMENTS. BY CLICKING THE ACCEPT BUTTON OR ACCESSING SOFTWARE AND SYSTEM PROVIDED BY THE APPLICABLE TRADEWEB SERVICE PROVIDING ENTITY (“TRADEWEB” OR “WE”), YOU REPRESENT THAT YOU UNDERSTAND AND AGREE AND CONSENT TO BE BOUND BY THESE TERMS. BY CLICKING THE ACCEPT BUTTON, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THESE TERMS. TRADEWEB ALLOWS USE OF THE SYSTEM IN CONSIDERATION OF YOUR AGREEMENT TO THESE TERMS. TRADEWEB RESERVES THE RIGHT TO MODIFY THE TERMS AT ANY TIME. ACCORDINGLY, PLEASE CONTINUE TO REVIEW THESE TERMS WHENEVER ACCESSING OR USING THE SYSTEM. FOR CHANGES TRADEWEB DEEMS MATERIAL, WE WILL PLACE A NOTICE ON THE SYSTEM HOMEPAGE OR OTHERWISE NOTIFY YOU OF SUCH CHANGES. YOUR USE OF THE SYSTEM AFTER THE POSTING OF MODIFICATIONS WILL CONSTITUTE YOUR ACCEPTANCE OF THE MODIFIED TERMS.

1. Tradeweb. To the extent that Customer is located in the United States of America, the Tradeweb service providing entity shall be Tradeweb LLC. To the extent that Customer is located outside of the United States of America, the Tradeweb service providing entity shall be Tradeweb Markets LLC.

2. Affirmation. To gain access to the System (defined below), You must provide certain information to Tradeweb for registration/account entitlement. By clicking accept, You acknowledge and affirm that all information provided to Tradeweb is complete and accurate. Specifically, You acknowledge and affirm that Your user information and Your user location (collectively “User Information”) are complete and accurate. If any User Information changes, You must notify Tradeweb within three (3) days following such change. Tradeweb reserves the right to deny creation of Your account or addition of a user to Your account based on Tradeweb’s inability to verify the authenticity of Your User Information. You shall be solely responsible for maintaining the confidentiality of Your password and account and providing the same solely to those authorized additional users that have been added pursuant to this provision of these Terms. You shall immediately notify Tradeweb of any known or suspected unauthorized use(s) of Your account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of Your credentials. Notwithstanding anything else herein, in the event of any such known or suspected unauthorized use or breach, Tradeweb may suspend access to Your account or the System and pursue any and all claims against You and any user of Your account, including without limitation against the entity that You represent.

3. System. These Terms are made by and between Tradeweb and You, and, if applicable, the company You represent. Tradeweb will provide the System to Customer pursuant to these Terms. “System” means the communication and market tools accessed and used by You, pursuant to these Terms, for your interaction with a Broker (as defined below) or other third party. The System is provided free-of-charge to Customer. Tradeweb reserves the right at any time to charge fees to access and use the System by providing Customer prior written notice

a. Access. Subject to these Terms, Tradeweb will grant Customer non-exclusive and non-transferable access to use the System for their internal business purposes, including Your communication of orders, trades and related information among Customer and brokers or dealers with whom Customer has an account (“Broker”), and who have entered into an agreement with Tradeweb. Customer may access the System only after Broker has authorized Customer to use the System. Customer acknowledges that Tradeweb may be compensated by Broker for Customer’s use of the System.
b. Order Acceptance by Broker. Customer acknowledges that: (i) use of the System, and all orders and information Customer places through the System, are at Customer’s sole risk, and orders, trades and other information may not be received by Broker or Customer or may be delayed due to technical problems; (ii) all orders are subject to acceptance by Broker and the limitations and parameters established by Broker; and (iii) Broker is solely responsible for routing orders/trades and confirmations between Customer and the appropriate trading venues.
c. No Advice. Customer represents it is financially sophisticated and experienced in the type of trading to be routed through the System. Customer understands that Tradeweb, in granting Customer access to the System, is offering a technology service and information conduit only. Tradeweb does not offer any advice regarding the nature, potential value or suitability of any particular transaction or investment strategy. NOTHING IN THESE TERMS OR IN TRADEWEB’S PROVISION OF THE SYSTEM MAY BE CONSTRUED AS A SOLICITATION OR RECOMMENDATION TO USE ANY BROKER OR DEALER, BUY OR SELL ANY SECURITY OR INSTRUMENT OR ENGAGE IN ANY TRANSACTION. WITHOUT LIMITING THE FOREGOING, CUSTOMER ACKNOWLEDGES THAT CUSTOMER IS SOLELY RESPONSIBLE FOR ALL TRADING DECISIONS AND ENSURING ALL REGULATORY COMPLIANCE IN RELATION TO ANY ORDER OR TRANSACTION, THAT TRADEWEB HAS NO DUTY OR OBLIGATION TO VERIFY, CORRECT, COMPLETE OR UPDATE ANY INFORMATION DISPLAYED IN OR ARISING OUT OF THE SYSTEM, AND IS NOT PROVIDING AND WILL NOT PROVIDE ANY INVESTMENT ADVICE OR OTHER REGULATED ACTIVITY (AND IS NOT PROVIDING ANY INVESTMENT ADVICE OR REGULATED ACTIVITY UNDER THESE TERMS), AND THAT TRADEWEB HAS NOT UNDERTAKEN AND WILL NOT UNDERTAKE ANY INDEPENDENT EVALUATION OF WHETHER A TRANSACTION OR TRADING STRATEGY ENTERED INTO BY CUSTOMER IS APPROPRIATE FOR CUSTOMER OR ANY OTHER PERSON OR MEETS ANY REGULATORY REQUIREMENT OF CUSTOMER OR IN RELATION TO ANY MESSAGE, ORDER OR TRANSACTION.
d. Technical Problems. Customer understands that technical problems or other conditions may delay or prevent persons from entering or canceling an order or receiving information through the System. Customer specifically agrees that to the extent permitted by law, Tradeweb is not liable for, and Customer shall not hold or seek to hold Tradeweb liable for, any loss, cost or damage (including trading losses or data losses) suffered or incurred by Customer or any third party arising out of (i) any use or reliance on the System or its content or (ii) any interruptions, failures (including access and security failures and unauthorized use or access by third parties), faults or delays in or related to the System or out of any errors, omissions or inaccuracies in the information transmitted through the System to or by any person, however such interruptions, failures, faults, delays, errors, omissions or inaccuracies arise. ADDITIONALLY, TRADEWEB DOES NOT WARRANT, REPRESENT OR GUARANTY THAT (A) CUSTOMER OR BROKER WILL BE ABLE TO ACCESS OR USE THE SYSTEM AT TIMES OR LOCATIONS OF THEIR CHOOSING; (B) TRADEWEB WILL HAVE ADEQUATE CAPACITY FOR THE SYSTEM AS A WHOLE OR IN ANY GEOGRAPHIC LOCATION; OR (C) THE SYSTEM OR ANY SOFTWARE RELATED THERETO IS VIRUS FREE OR WILL BE UNINTERRUPTED AND ERROR FREE. CUSTOMER ACKNOWLEDGES THAT TRADEWEB MAY SUSPEND SYSTEM AND DENY ACCESS TO THE SYSTEM WITHOUT PRIOR NOTICE DURING SCHEDULED OR UNSCHEDULED SYSTEM MAINTENANCE OR UPGRADING.

a. Compliance. Customer is solely responsible for all fees associated with the use of any market data from Tradeweb, financial exchanges (“Exchanges”) or other third parties (collectively, “Market Data”). Customer will comply with all third-party data provider terms applicable to the Market Data, which terms may be available on Tradeweb’s website or in a separate agreement, and assumes full responsibility for such compliance.
b. Restrictions. Unless expressly approved by Tradeweb in writing, Customer may use the System, including Market Data, for its own internal business purposes only. Customer acknowledges and agrees that Tradeweb has exclusive and valuable property rights in and to the Market Data provided by Tradeweb, System, and that the functionality, methods, performance and appearance of the System, along with patents, trademarks, copyrights and other intellectual property constitutes confidential information, trade secrets and/or proprietary rights of Tradeweb (collectively, “Proprietary Information”). Tradeweb retains all right, title and interest in the Proprietary Information and to the System, and any and all compilations thereof. Customer may not use the System for any illegal purpose, for the facilitation of the violation of any law or regulations, or in a manner inconsistent with these Terms. You shall not attempt to gain unauthorized access to the Service, data, materials, information or systems associated with the Service. If You become aware of any unauthorized use of the System or unauthorized access to such systems, You shall (i) promptly notify Tradeweb and (ii) cooperate with Tradeweb in investigating and halting such unauthorized use. You may neither take nor attempt any action that, in Tradeweb’s sole discretion, imposes or may impose an unreasonable burden on the System or systems associated with the System. Tradeweb may audit and monitor Your compliance with these Terms.

a. Protection. Customer will comply with all applicable laws necessary to protect all rights in the Proprietary Information, and will not remove or conceal any copyright, trademark, or other proprietary notice or marking included in the System. Customer will report the location of all copies of the Proprietary Information in Customer’s possession or control upon request and return them to Tradeweb upon termination of these Terms, or certify that they have been rendered permanently unusable.
b. Right to Use. Except to the extent expressly stated otherwise in these Terms, You shall not nor attempt to, nor permit, procure, enable or request any other person to (i) alter, adapt, reproduce, modify, create derivative works based on, reverse engineer, decompile, reverse compile, reverse assemble, translate or disassemble, or create a library or repository containing, all or any portion of the Proprietary Information or Market Data; (ii) use the Proprietary Information or Market Data to (A) create, market or distribute any product or service that is competitive with the System or Market Data, or (B) act as a service bureau on behalf of, or otherwise provide processing or System support to, any person; (iii) transfer, sell, lease, license, sublicense, distribute, disclose, divulge, or make available the Proprietary Information or Market Data to, or permit use of or access to the Proprietary Information or Market Data by, any other person; (iv) enter into any agreement with, or make any representation to, any other person that conflicts with, results in any breach of, or constitutes a default under, these Terms; (v) remove, alter, or obscure any intellectual property notice or other restrictive notice or legend contained or included in or on any Proprietary Information or Market Data; or (vi) contest, challenge, or otherwise make any claim or take any action adverse to Tradeweb’s ownership of, or interest in, the Proprietary Information, including the Intellectual Property rights therein.
c. Tradeweb acknowledges that, as between You and Tradeweb, You own all right, title and interest, including all intellectual property rights, in all data you submit to the System. You hereby grant to Tradeweb a nonexclusive, worldwide, perpetual, royalty free, irrevocable license to use, distribute, sublicense and sell such data, and to compile and/or aggregate Your data with other data and to create derivates of Your data (such compilations, aggregations, and derivates, “Aggregated Data”), provided that Tradeweb does not disclose that You are the source of Your data. Subject to the first sentence of this Section 5(c), You acknowledge that, as between You and Tradeweb, Tradeweb owns all right, title and interest, including all intellectual property rights, in the Aggregated Data.

a. We will process Your personal information in accordance with Tradeweb’s Privacy Policy.
b. Subject to Section 5(c), each party shall maintain in confidence any confidential information it obtains from the other party in connection with the System (“Confidential Information”) and shall not use or disclose that information except to the extent necessary to exercise its rights or perform its obligations under these Terms. The restrictions in the foregoing sentence do not apply to information that (i) the receiving party (“Recipient”) or its affiliates rightfully possessed without a duty of confidentiality before obtaining it from the disclosing party (“Discloser”), (ii) is or becomes generally available to and known by the public, other than due to Recipient’s breach of these Terms, (iii) Recipient or its affiliates received on an unrestricted basis from a source unrelated to either party or its affiliates and not under a duty of confidentiality with respect to the information, or (iv) Recipient or its affiliates developed independently of the disclosed information.
c. Recipient shall, to the extent permitted by law, (i) promptly notify Discloser if a law requires, or a governmental authority requires or requests, that Recipient disclose the Confidential Information and (ii) use commercially reasonable efforts to allow Discloser an opportunity to seek (at Discloser’s sole cost and expense) injunctive relief from, or a protective order with respect to, the contemplated disclosure. If notification to Discloser is not permitted by law, or if it is permitted and that relief or order is not obtained, then Recipient shall (A) disclose only that portion of the Confidential Information that Recipient’s counsel advises must be disclosed, and (B) reasonably cooperate with Discloser to ensure the disclosed Confidential Information is treated in a confidential manner after disclosure.

a. Warranty. Customer acknowledges that: (i) the software programs provided by Tradeweb are complex and may conflict with or be degraded or corrupted by other software applications operated by Customer on the same computer system; (ii) the Internet is subject to inherent limitations due to many factors including overloads, delays, disconnections, conflicts and interruptions; (iii) any use of the System via a website and/or mobile connections may be subject to additional overloads, delays, disconnections, conflicts and interruptions; and (iv) mobile connections may be subject to disruption or reduced speed and may result in reduced functionality. Tradeweb is not responsible for errors in transmission resulting from issues resulting from or in connection with Customer’s internet or mobile connection. Customer acknowledges that Customer is solely responsible for the use of the System and the reliance that Customer places on the System.
b. DISCLAIMER. THE SYSTEM ARE GRANTED “AS IS” AND “WITH ALL FAULTS.” NEITHER TRADEWEB NOR ANY THIRD PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, AND DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES (WHETHER EXPRESS OR IMPLIED, BY STATUTE OR OTHERWISE), INCLUDING ALL WARRANTIES OF MERCHANTABILITY, QUALITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.
c. No Liability for Losses. Customer acknowledges that Tradeweb, its employees, agents, contractors and affiliates, to the extent permitted by applicable law, will not be liable for any loss (including without limitation trading losses and lost profits), cost or damage, suffered or incurred by Customer or any third party arising out of any lost data, faults, interruptions or delays in the System, or inaccuracies, errors or omissions in the information contained in the System as supplied to or contributed by Customer, regardless of how such matters arise.
d. Limit of Liability. Notwithstanding any provision hereof, to the extent permitted by applicable law, in no event will (i) Tradeweb be liable for any lost profits or indirect, incidental, special, punitive, consequential, or similar damages with respect to the System even if advised of the possibility of such damages; (ii) the aggregate liability of Tradeweb, or its employees, agents, contractors and affiliates arising out of or in connection with these Terms, directly or indirectly, exceed five hundred dollars ($500.00) regardless of the cause or form of action, and whether claims are grounded in contract or tort; or (iii) Tradeweb be liable to Customer on any claim that arose more than one year before the institution of a suit thereon. The parties agree that these Terms reflect a reasonable allocation of risk and limitation of liability.
e. Broker Records. Tradeweb will have no obligation to hold, maintain, report or otherwise store orders, trades or related information that Customer transmits to Broker using the System, or any personal information. Customer is responsible for (i) maintaining all books and records and make any relevant transaction reports, to relevant competent authorities, related to any activity conducted through or related to the System, as required by applicable law and (ii) for ensuring that Broker has commercially reasonable policies and procedures in place regarding the collection and storage of information as required by applicable law. Nothing in these Terms shall constitute an agreement on the part of Tradeweb to undertake any obligations with respect to data or information collection or storage.

a. By Customer. Customer will defend, indemnify, and hold harmless Tradeweb, and its employees, agents, contractors and affiliates from and against any claim, loss, liability, cost or damage, including reasonable attorney’s fees, arising from (i) Customer’s breach of these Terms; (ii) Customer’s use of the System (except to the extent caused by Tradeweb’s gross negligence or willful misconduct); (iii) any third party accessing, or receiving advice based on, the System by or through Customer’s acts or omissions; or (iv) any information entered into the System by or through Customer’s acts or omissions

a. These Terms: These Terms supplement any agreement between Tradeweb and Customer governing the use of the System. To the extent Customer has not executed any other agreement with Tradeweb regarding the System, these Terms are the complete and exclusive agreement of the parties. To the extent Customer has entered into another agreement regarding use of the System (“Other Agreement”), the terms set forth herein control and supersede all Other Agreements, oral or written, regarding the Terms’ subject matter, unless such Other Agreement specifies that any conflicting terms in those Other Agreements shall prevail.
b. Term. The Terms shall be effective as of the earlier of the date Customer first has access to the System or the date the Terms are accepted by Customer.
c. Termination. Either party may terminate these Terms and Customer’s access to the System for any reason or for no reason by giving the other party at least 15 days’ advance written notice of the termination of these Terms or such term as otherwise agreed-upon between Customer (or on Customer’s behalf) and Tradeweb in any Other Agreement. Tradeweb may terminate these Terms and Customer’s access to the System immediately on Customer’s breach of these Terms, Customer’s breach of its agreement with one or more of its Brokers, or if any such Broker requests Tradeweb terminate the Terms.
d. Severability and Interpretation. If a governmental authority of competent jurisdiction holds any provision of these Terms to be unenforceable, then that provision is to be construed either by modifying it to the minimum extent necessary to make it enforceable (if permitted by law) or disregarding it (if not). If an unenforceable provision is modified or disregarded in accordance with this section, all other provisions of these Terms are to remain in effect as written, except that the entirety of these Terms will be unenforceable if modifying or disregarding the unenforceable provision affects the economic and legal substance of the transactions contemplated by these Terms in a manner materially adverse to either party.
e. Governing Law. These Terms, and any dispute, claim, or controversy between the parties arising out of or relating to these Terms or the System, whether in contract, tort or otherwise, and the parties’ rights, remedies and obligations under these Terms, are to be construed in accordance with and governed by the laws of the State of New York without giving effect to its conflicts of law rules to the extent those rules would require applying another jurisdiction’s laws. The parties may commence an action, suit, or proceeding arising out of or relating to these Terms or the System only in, and hereby consent to the exclusive jurisdiction of, the federal and state courts located in the County of New York within the State of New York. In any litigation, arbitration or other proceeding by which Tradeweb either seeks to enforce its rights under these Terms (whether in contract and/or tort), or seeks a declaration of any rights or obligations under these Terms, Customer shall reimburse Tradeweb for Tradeweb’s reasonable attorneys’ fees and other expenses incurred in connection therewith, but only if Tradeweb is the prevailing party in such a proceeding.
f. Assignment. These Terms will be binding upon and inure to the benefit of the parties, their respective heirs, personal representatives, successors and assigns. Customer may not assign any of its rights or delegate any of its duties under these Terms, without the prior written consent of Tradeweb and any purported assignment without such consent shall be null and void. Tradeweb may assign, transfer or delegate any of its rights or obligations under these Terms, in whole or in party, to any third party without the prior written consent of Customer.