Subscription Agreement
Subscription Agreement
Subscription Agreement
This Market Data Subscription Agreement is entered into on ____________________ by and between
RHB Investment Bank Berhad
_______________________________ (“Distributor”) and ____________________________ (“you” or
“Subscriber”). This Market Data Subscription Agreement permits you to access, receive and use certain
Market Data (defined below) in accordance with the following terms and conditions of this Market Data
Subscription Agreement (this “Agreement”). This Agreement governs your access to receive and use the
Market Data, and constitutes a binding legal agreement by and between Distributor and the user on
behalf of itself and its company (each of Distributor and the Subscriber, a “Party” and collectively, the
“Parties”).
DEFINITIONS.
(a) "Device" means any unit of equipment, fixed or portable, that receives, accesses or displays Market
Data in visible, audible or other comprehensible form.
(b) "Force Majeure Event" means any flood, extraordinary weather conditions, earthquake or other act of
God, fire, war, terrorism, insurrection, riot, labor dispute, accident, action of government, communications
or power failures, or equipment or software malfunctions.
(c) "Person" means any natural person, proprietorship, corporation, partnership, limited liability company
or other organization.
(d) "Market Data" means information and data pertaining to listed and over the counter derivatives
contracts (including without limitations swaps and futures) and options contracts or similar derivative
instruments as well as index data and analytics data. Market Data may include, without limitation,
opening and closing prices, high-low prices, settlement prices, current bid and ask prices, open interest
information, last sale prices, price limits, requests for quotations, fixing prices, data curves, estimated and
actual volume data, contract specifications and fast or late messages. With respect to Subscriber’s
obligations under this Agreement, Market Data also includes information, data and materials that convey
information to Subscriber substantially equivalent to Market Data.
(e) “OTC Market Data” means Market Data relating to over the counter derivatives contracts.
(a) Subscriber acknowledges and agrees that Chicago Mercantile Exchange Inc. and its affiliates (“CME”
or “Exchange”) have exclusive and valuable property rights in and to the Market Data (or in the case of
third party content providers who are licensing data through CME, such third party content provider has
exclusive and valuable proprietary rights), that such Market Data constitute valuable confidential
information, trade secrets and/or proprietary rights of the Exchange, not within the public domain, that
such Market Data shall remain valuable confidential information, trade secrets and/or proprietary rights of
the Exchange and that, but for this Agreement, Subscriber would have no rights or access to such
Market Data.
(b) Subscriber acknowledges and agrees that disclosure of any Market Data, or any breach or threatened
breach of any other covenants or agreements contained herein, would cause irreparable injury to the
Exchange for which money damages would be an inadequate remedy. Accordingly, Subscriber further
acknowledges and agrees that the Exchange shall be entitled to specific performance and injunctive and
other equitable relief from the breach or threatened breach of any provision, requirement or covenant of
this Agreement (including, without limitation, any disclosure or threatened disclosure of Market Data) in
addition to and not in limitation of any other legal or equitable remedies which may be available.
(a) This Agreement sets forth the terms and conditions under which Subscriber may use the Market
Data. Subscriber acknowledges that, notwithstanding any agreement, CME or Distributor may, in its
discretion, discontinue disseminating Market Data or change or eliminate its own transmission method,
speed or signal characteristics. In addition, Subscriber acknowledges and agrees that the Distributor or
Exchange reserve the right to disapprove any Subscriber and to terminate any Subscriber’s receipt of
Market Data for any reason or no reason.
(b)(1) Except as provided in (2) below, Subscriber will use Market Data only for its own internal business
activities (internal business activities shall exclude subsidiaries and affiliates) and only at the offices and
locations and on the Devices designated by Subscriber in writing to Distributor and CME from time-to-
time. (The term “for its own internal business activities,” as used in the immediately preceding sentence
herein, means for Subscriber’s (a) trading, for its own account or for the account of its customers (b)
evaluating, for its own internal business decisions or (c) for providing advice to its customers, the
movements or trends in markets for derivative instruments, subject to all of the limitations set forth below
in this sub-paragraph as to the telephonic disclosure to customers of a necessary and de minimis number
of segments of Market Data.) Subscriber agrees that it will not communicate or otherwise furnish, or
permit to be communicated or otherwise furnished, the Market Data, in any format, to any other party or
any office or location other than that designated above, nor allow any other party to take, directly or
indirectly, any of the Market Data from such offices or locations, and will adopt and enforce any policy that
is reasonable to prevent the Market Data from being taken therefrom. Subscriber specifically agrees,
without limiting or varying its obligations under paragraph 7 herein or otherwise set forth in this
Agreement, that Subscriber shall not use or permit another person to use any Market Data for the
purposes of (i) creating derived data products based upon or derived from the Market Data, (ii)
determining or arriving at any price, including any settlement prices, for derivatives contracts, options on
derivatives contracts, or like derivatives instruments traded on any exchange other than the Exchange
and (iii) for any other derived works that will be disseminated, published or otherwise used externally.
Subscriber will abide by any other limitations on such use that any of the Exchange may specify from time
to time. Subscriber will use its best efforts to ensure that its partners, officers, directors, employees and
agents maintain sole control and physical possession of, and sole access to, Market Data received
through Devices in Subscriber's possession.
(2) Notwithstanding (1) above, Subscriber may, in the regular course of its business, occasionally furnish,
to each of its customers and branch offices, in a quantity restricted to that necessary to enable Subscriber
to conduct its business, a de minimis number of segments of Market Data, provided that such Market
Data does not include any OTC Market Data. Such redissemination must be strictly limited to telephonic
communications not entailing the use of computerized voice synthesization or any other technology and
must be strictly related to the trading activity of Subscriber or any such recipients. Any such recipients
must be advised by Subscriber that such segments are proprietary and confidential information not to be
disclosed or disseminated to other persons or entities. Subscriber agrees to make all reasonable efforts
to ensure that such recipients abide by the provisions of this Agreement.
(c) Subscriber will use its best efforts to ensure that no unauthorized dissemination of the Market Data is
permitted.
REPORTING. Subscriber agrees to furnish promptly to Distributor, CME and their respective affiliates or
agents, any information or reports that may be requested or required by Distributor or CME from time to
time, which are reasonably related to Subscriber’s receipt of Market Data.
RIGHT OF INSPECTION AND AUDIT. During regular business hours, any Persons designated by the
Distributor or Exchange may have access to Subscriber's offices or locations in order to observe the use
made of the Market Data and to examine and inspect any Devices, attachments or apparatuses, as well
as any books and records required to be maintained by Subscriber under Sections 3(b) and 4 in
connection with its receipt and use of Market Data. Subscriber will make prompt adjustment (including
interest thereon at the rate of 1½% per month), to compensate the Distributor and Exchange if the audit
discovers an under-reported use of the Market Data by Subscriber. In addition, at the election of any
such Exchange, Subscriber will be liable for the reasonable costs of any audit that reveals a discrepancy
in such Exchange's favor of five percent (5%) or more of the amount of fees actually due such Exchange.
Subscriber shall maintain the records and books upon which it bases its reporting for three (3) years
following the period to which the records relate. In the event that Subscriber fails to retain such records
and books as required above, Subscriber agrees to pay CME the reasonable estimate of any discrepancy
discovered pursuant to any such audit.
MARKET DATA FEES. Subscriber will pay Distributor for the right to receive Market Data in accordance
with the then-current fee schedule. Market Data fees are subject to modification by Distributor at any
time, without prior notice to Subscriber.
TERM AND TERMINATION. This Agreement will commence as of the Effective Date. Subject to
Subscriber's strict compliance with the provisions of this Agreement, the provision of Market Data by the
Distributor hereunder will continue in force for a period of one (1) month from the Effective Date (the
“Initial Term”), and shall automatically renew at the end of such Initial Term for one (1) month and
automatically thereafter on a month-to-month basis (such ongoing renewals, the “Renewal Terms”),
provided, however, that Subscriber may terminate this agreement by providing at least ten (10) days’ prior
electronic or written notice that it declines such automatic renewal.
Distributor and Exchange may from time to time modify and amend this Agreement, and Subscriber
agrees to be bound by such terms. Subscriber may terminate this Agreement upon ten (10) days’ prior
electronic or written notice upon such modification or amendment. By continuing to access or use the
Market Data after Distributor or Exchange has provided you with notice of a modification, you are
indicating that you agree to be bound by the modified Agreement.
Upon any termination of this Agreement, Subscriber shall discontinue any use of the data, and delete any
and all data received under this Agreement, including without limitation any stored historical data.
SURVIVAL. The provisions of the Definitions Section, Proprietary Rights In The Market Data Section, and
Sections that by their nature should reasonably survive, and any amendments to the provisions of the
aforementioned, will survive any termination or expiration of this Agreement.
INDEMNIFICATION. Subscriber will indemnify, defend and hold the Distributor and Exchange, and its
respective affiliates, directors, officers, employees and agents harmless from and against any and all
claims arising out of or in connection with this Agreement, including, without limitation, any liability, loss or
damages (including, without limitation, attorneys’ fees and other expenses) caused by any inaccuracy in
or omission from, Subscriber's failure to furnish or to keep, or Subscriber's delay in furnishing or keeping,
any report or record required to be kept by Subscriber hereunder.
MISCELLANEOUS. Any action arising out of this Agreement shall be governed and construed in
accordance with the internal laws (and not the law of conflicts) of the State of Illinois. Subscriber may not
assign all or any part of this Agreement without the prior written consent of the Distributor. Subscriber
may not modify or amend the terms of this Agreement. In the event of any conflict between the terms and
conditions of this Agreement and any other agreement relating to Subscriber's receipt and use of Market
Data, the terms and conditions of this Agreement will prevail. If, for any reason, one or more provisions of
this Agreement is held invalid, the other provisions of the Agreement shall remain in full force and effect.
The Parties submit to the exclusive jurisdiction of the state and federal courts situated in Cook County,
State of Illinois.
The Distributor and Subscriber acknowledge and agree that CME is an intended third party beneficiary to
this Agreement, and that CME may enforce all of the terms hereunder.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly
executed in its name and on its behalf by the officer or representative duly authorized.
DISTRIBUTOR SUBSCRIBER
By By
Name Name
Title Title
Date Date