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TWD Order Entry Interface - Supplemental Terms

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  2. TWD Order Entry Interface - Supplemental Terms

The following terms and conditions are “Supplemental Terms” under any Tradeweb Direct Intermediation Agreement (“Intermediation Agreement”) entered into by a Counterparty that is accessing the TWD Order Entry Interface embedded within the ICD Platform (as defined in the applicable Access Agreement) where Counterparty may submit Orders and Transactions to TW Direct (such TWD Order Entry Interface, “ICD MVP”). Such Supplemental Terms shall apply to Counterparty’s use of ICD MVP in the manner set forth in Counterparty’s Intermediation Agreement. Capitalized terms used but not defined herein shall have the meanings ascribed to them in such Intermediation Agreement.

  1. For the avoidance of doubt, neither ICD MVP nor the ICD Platform is a Tradeweb Trading Platform.

  2. When using the automatic electronic execution protocol within ICD MVP (the “AiEX Functionality”), Counterparty shall have sole responsibility for setting and maintaining the requirements of its trading parameters and the specifications of when trades will be automatically executed with TW Direct (the “Requirements”). Counterparty understands and acknowledges that once the Requirements are set, the AiEX Functionality will automatically execute Transactions in accordance with those Requirements until they are changed or removed by Counterparty. Counterparty further acknowledges and agrees that it shall be solely responsible for ensuring that the Requirements are fit for its purposes at all times, and that only those individuals that are specifically authorized to do so by Counterparty may access the ICD Platform for the purposes of setting the Requirements.

  3. ICD MVP IS PROVIDED “AS IS”. NEITHER TW DIRECT NOR ITS AFFILIATES MAKE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO ICD MVP OR THE RESULTS TO BE ACHIEVED BY THE USE THEREOF. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, TW DIRECT AND ITS AFFILIATES DISCLAIM ALL WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

  4. In no event shall TW Direct or its affiliates be liable to Counterparty or to any other person (including, without limitation, an affiliate of Counterparty) regardless of the cause of action, for any delays, inaccuracies, errors, interruptions or omissions in ICD MVP. EXCEPT TO THE EXTENT ARISING FROM THE INDEMNFICATION OBLIGATIONS SET FORTH IN SECTION 4 BELOW, THE TOTAL LIAIBLITY OF TW DIRECT, ITS AFFILIATES, SUBSIDIARIES, THIRD-PARTY VENDORS, CONTRACTORS OR TECHNOLOGY SUPPLIERS RELATING IN ANY WAY TO THIS AGREEMENT (WHETHER BASED IN CONTRACT, TORT OR OTHERWISE) SHALL IN NO EVENT EXCEED IN AGGREGATE AN AMOUNT EQUAL TO FIFTY THOUSAND DOLLARS ($50,000). OTHER THAN IN CONNECTION WITH INDEMNIFICATION FOR THIRD PARTY CLAIMS BY TW DIRECT SET FORTH IN SECTION 4 BELOW OR BY COUNTERPARTY IN SECTION 5 BELOW AND EXCEPT TO THE EXTENT OF ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, UNDER NO CIRCUMSTANCES WILL TW DIRECT OR COUNTERPARTY OR THEIR RESPECTIVE OFFICERS, AFFILIATES, EMPLOYEES OR AGENTS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL LOSS OR DAMAGE (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF OPPORTUNITY AND LOSS OF USE) SUFFERED OR INCURRED BY THE OTHER, OR ANY OTHER PARTY, IN EACH CASE ARISING UNDER THIS AGREEMENT REGARDLESS OF WHETHER SUCH DAMAGES COULD HAVE BEEN FORESEEN OR PREVENTED.

  5. TW Direct shall indemnify, protect and hold harmless Counterparty, its officers, affiliates, employees and agents from and against any and all losses, liabilities, judgments, suits, actions, proceedings, claims, damages or costs (including reasonable attorneys' fees) resulting from or arising out of the infringement by ICD MVP upon any intellectual property or other proprietary right of any third party, provided that ICD MVP and the ICD Platform were used in compliance with Counterparty’s Tradeweb Direct Intermediation Agreement or the relevant Access Agreement.

  6. Counterparty shall indemnify, protect and hold harmless TW Direct, its affiliates, and each of their respective officers, directors, employees and agents from and against any and all losses, liabilities, judgments, suits, actions, proceedings, claims, damages or costs (including reasonable attorneys' fees) resulting from or arising out of (i) any non-compliance by Counterparty with any term or condition of the Tradeweb Direct Intermediation Agreement or these ICD MVP terms; (ii) any misuse by Counterparty or any third party under its control of ICD MVP; and (iii) any third-party action or claim related to Counterparty’s receipt or use of ICD MVP or the Requirements, except to the extent such action or claim is based upon an assertion that Tradeweb is infringing one or more intellectual property rights of a third party.

  7. TW Direct reserves the right to modify these terms at any time. For changes that TW Direct deems material, TW Direct will provide notice of such changes. Counterparty’s use of ICD MVP following the posting of, or receipt of notice regarding, any modifications to these terms will constitute Counterparty’s acceptance of the modified terms.