LME App Terms of Use [Google/ Android specific]

Transcription

1 LME App Terms of Use [Google/ Android specific] Please read these terms carefully because they set out the terms of a legally binding agreement (the Terms of Use ) between you and the London Metal Exchange (the LME, we, our, us ). These Terms of Use are between you and the LME only. We also refer you to the Google Play Terms and Conditions. You have elected to download the Application to your Android Device. These Terms of Use apply to your use of the Application on an Android Device only. These Terms of Use are the terms on which you may make use of the Application as a registered user of the Application. Please read these Terms of Use carefully before you start to use the Application. By registering for and using the Application, you indicate that you accept these Terms of Use and the Privacy Policy (which forms part of and is incorporated into these Terms of Use) and that you agree to abide by them. If you use the Application in the course of your business or work, you are also agreeing to these Terms of Use on behalf of that business. If you do not agree with the terms and conditions (or are not authorised to do so on behalf of your business or work) you must not use the Application or the Information and you must delete the Application from your Android Device. It is important that you read these Terms of Use together with the Privacy Policy. If you have any questions please contact us. In order to activate the Application you must visit the LME s website at (the Website ) where, upon registering information including your name, address, username and contact information ( Personal Details ) you will receive an access code which you should then enter into the Application to enable you to activate the Application. These Terms of Use, together with the Privacy Policy, constitute the entire agreement between you and the LME, supersedes any prior or contemporaneous (oral, written or electronic) agreement between you and the LME and shall not be changed except by the LME posting updated Terms of Use here from time to time. If any provision of these Terms of Use is found by a proper authority to be unenforceable or invalid, such unenforceability or invalidity shall not render these Terms of Use unenforceable or invalid as a whole and in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions. These terms of use are between LME and you, and no other third party is a party to these terms of use. The LME may update these terms and conditions from time to time at our discretion on notice to you which may be for any such reason as the LME reasonably determines from time to time (including legal or regulatory reasons, or to reflect changes in our services or business practices). We will provide notice of such changes by posting updated Terms of Use here. We recommend that you regularly check for updates to these Terms of Use. You will be bound by the versions of the Terms of Use and Privacy Policy that are posted on the Application and the LME s website at from time to time. By continuing to use the Application you will be deemed to have accepted any changes made to the Application. We may in exceptional circumstances cease to provide the Application. If we do so, then we will have no further obligation or liability to you. DEFINITION AND INTERPRETATION: In these Terms of Use the following expressions shall have the following meanings: Affiliates means any Subsidiary or Ultimate Holding Company of the LME and any other Subsidiary of that Holding Company. Subsidiary means any company of another company, its Holding Company, of that other company holds directly or indirectly 40% or more of the voting rights in that company and/or exercises effective control over it. An Ultimate Holding Company is a Holding Company which is not also a Subsidiary;

2 Android Device means a mobile device running Google Inc. s ( Google ) Android operating system; Application means the application providing: (i) proprietary LME pricing data ( LME Prices ), and; (ii) a range of other services provided on the application including the Lot Size Calculator, Metric Converter, Options Calculator, Hedge Simulator, LME Trading Members, LME Trading Calendar, Latest LME Press Releases, Contact details for LME and Send a message to the LME, as may be amended or updated by the LME from time to time; Information means any information in any form relating to the LME market provided through the Application, including, without limitation, LME Prices, volumes, quotations, indices, time stamps, news, and other information relating to contracts and other instruments traded on any platform or other trading forum operated by the LME; Intellectual Property Rights means all intellectual property, including patents, utility models, trade and service marks, trade or business names, domain names, rights in designs, copyrights, moral rights, topography rights, and rights in databases and rights in trade secrets and confidential information, in all cases whether or not registered or registrable in any country for the full term of such rights including any extension to or renewal of the terms of such rights and including registrations and applications for registration of any of these and rights to apply for the same and all rights and forms of protection of a similar nature or having equivalent or similar effect to any of these anywhere in the world; LME Group means the LME and its Affiliates. 1. INFORMATION ABOUT US The Application is an application operated by the London Metal Exchange (the LME, we, our, us ), an unlimited company registered in England and Wales under company number and having its registered office at 56 Leadenhall Street, London, EC3A 2DX. 2. LICENCE We hereby grant you a personal, non-exclusive, non-assignable, non-transferable, non-sublicensable licence to install and use the Application on any Android Device (which shall include future updates made available to you from time to time provided you understand that such updates may be subject to additional terms notified to you at the time that such update is made available), subject to these Terms of Use. 3. ACCESSING THE APPLICATION 3.1 Upon registering your Personal Details on the Website you will be provided with an access code which should then be used by you to access and activate the Application. 3.2 You must treat this access code as confidential, and you must not disclose the access code to any third party. You are solely responsible for any loss or misuse of this access code and, for any actions performed by a person who is in possession of the access code. 3.3 We have the right to disable any access code, whether chosen by you or allocated by us, at any time, if in our sole opinion you have failed to comply with any of the provisions of these Terms of Use. 3.4 You are responsible for making all arrangements necessary for you to have access to the Application. You agree that access to the Application is personal to you, and no third party has any right to use it. 4. THE INFORMATION 4.1 Subject to the other provisions of the Terms of Use, the LME shall: (i) provide the Information to you on a non-exclusive basis; and (ii) grant to you by way of a non-exclusive, non-

3 assignable, non-transferable, non-sub-licensable licence the rights to access and use the Information as permitted by these Terms of Use. 4.2 You acknowledge and agree that: (a) the LME owns valuable property rights in and to the Information; whilst it is not in the public domain, such Information constitutes valuable confidential information, trade secrets and/or proprietary rights of the LME. 5. RESTRICTIONS ON USE BY THE CUSTOMER 5.1 Unless specifically agreed with the LME in writing; in full consideration and acceptance of the confidentiality of the Information until it enters the public domain, you shall not: (a) (c) (d) (e) (f) alter, copy (in whole or part), modify, adapt, reverse engineer, reverse assemble or reverse compile the Information or software provided through the Application; archive the Information or create derived information from the Information; distribute, rent, sell, retransmit, redistribute, release, license, communicate (orally, in writing, electronically or otherwise) or otherwise furnish, or permit to be communicated, redistributed or otherwise furnished, in any format, the Information to any third party; share your access code with anyone else. An access code is for your own use. Sharing an access code means that a third party may access the Application who is not permitted to do so and is in breach of these Terms of Use; use (or permit to be used) the Information, or any part of it, in any other manner which is or may be directly or indirectly competitive with the operations of the LME or its Affiliates; and use the Information for any illegal purpose. 5.2 You shall access and use the Information exclusively for your own internal and private business activities. 5.3 When using the Application you agree to comply with all applicable laws and regulations. The Application is not intended for use or distribution by any person or any jurisdiction or country where such use and/or distribution would be contrary to local laws and/or regulations. It is your responsibility to comply with any such laws and/or regulations. 5.4 Your access to and use of the Information may be monitored by the LME for its own purposes (including, without limitation, for purposes of monitoring levels of activity and for purposes of maintaining the functional and operational integrity of the LME Group s businesses and for purposes of complying with applicable laws and regulations). 5.5 You shall not use the Application in any way which may lead to the encouragement, procurement or carrying out of any unlawful or criminal activity or which may cause any harm, distress or inconvenience to any person. Further, you may not cause any damage to any of the websites, servers, systems or equipment used in the provision of the Application by the LME and you may not access or attempt to access any of the user data or to penetrate any of the security measures relating to the Application. 5.6 You shall not knowingly misrepresent the Information or display or distribute the Information in any way including in a way that may create a false or misleading impression as to the origin or value of any item of the Information or the operation of the financial markets to which the Information relates.

4 5.7 You shall promptly notify the LME of any actual or suspected unauthorised third party access to the Information or any unauthorised redistribution of the Information. You shall co-operate with and assist us in any action or proceedings by us to prevent or otherwise deal with any unauthorised receipt, access, use or distribution of the Information by any third party. 5.8 You hereby agree not to use the Information or any part of it as the basis for settlement of a contract on an exchange or other trading platform which is not operated by the LME or any of our Affiliates. 6. INTELLECTUAL PROPERTY RIGHTS 6.1 We either own or have the rights to use all Intellectual Property Rights in the Application, and in the material published on it, including but not limited to the Information, software, the Application s look and feel, text, graphics, logos, icons, trade marks, images, video clips, sound clips, editorial content, notices, data compilations, page layout, selection or arrangement of the contents of the Application or underlying code and software. Those works are protected by various Intellectual Property Rights laws and treaties around the world. All such Intellectual Property Rights in the Application and Information are reserved. 6.2 The Application is licensed, not sold to you. You agree that all ownership, title, rights and Intellectual Property Rights in the Application and Information remain with the LME (or such third party from whom the LME licenses any Intellectual Property Rights). 6.3 You must not copy any part of the materials on the Application, or any of the Information, with a view to creating or compiling any form of collection, compilation, directory or database unless we provide you with our prior express written consent to do so. 6.4 If you copy or download any part of the Application or the Information in breach of these Terms of Use, your right to use the Application will cease immediately and you must, at our option, return or destroy any copies of the materials (including the Information) you have made. 7. CHARGES The LME does not currently charge you for the use of the Application. Your network provider may charge you when using the application and these charges may vary if you use your Android Device when abroad. Please check with your network provider for details. 8. OUR LIABILITY 8.1 Sections 8 and 9 of these Terms of Use are important and you should read them carefully. 8.2 The LME shall not be liable for any losses, costs, damages, liabilities or expenses suffered by you under these Terms of Use (including, without limitation, any loss that may arise directly or indirectly from your inability to access the Application for any reason or for the delay in, or in the failure in, or the failure of, the transmission or receipt of any instructions or notifications sent to us through the Application) except where caused directly by the negligence, wilful deceit, fraud or breach of these Terms of Use by us. 8.3 The LME will not be liable to you in the event that the Application is not available to you due to any circumstances beyond our reasonable control including (but not limited to) any planned or unplanned downtime, or any outages on mobile phone networks or when you are not in an area supported by mobile coverage. 8.4 We accept no liability for any loss of income or revenue, loss of business, loss of profits or contracts, loss of anticipated savings, loss of data, waste of management or office time or for any indirect or consequential loss or damage of any kind or for any disruption or non-availability of the Application whatsoever including that which results from:

5 (a) external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, power failure, natural events, acts of war or legal restrictions and censorship; and/or any technical modifications to the Application made by LME or its Affiliates as from time to time it may deem necessary. 8.5 Nothing in these Terms of Use shall limit or exclude our liability for personal injury or death caused by our negligence or our liability for fraudulent misrepresentation. 8.6 While we shall use reasonable efforts to provide accurate and up to date content and Information, the material displayed on the Application, including the Information, is provided as is on an as available basis without any guarantees, conditions or warranties as to its availability, functionality, compatibility, fitness for purpose, freedom from defects or accuracy. To the fullest extent allowed by applicable law, we disclaim all express or implied warranties, representations (other than fraudulent misrepresentation), conditions and duties (except any duties of good faith) of any kind, including without limitation, any warranties in relation to the non-infringement of third party intellectual property rights, satisfactory quality, merchantability or fitness for a particular purpose implied by statute, consumer law or otherwise relating to the Application. Accordingly, you should neither rely nor act upon any of the Information provided on the Application and if you choose to do so, it will be entirely at your own risk. We also do not make any promises as to the timeliness, security performance or availability of the Application and do not provide any warranty or representation that the Application is free from infection by viruses or anything else that has contaminating or destructive properties. You use the Application at your own discretion and risk and you will be solely responsible for any damage to your Android Device or network that results from your use of the Application. 8.7 The materials on the Application are provided for information only and is not intended to address your particular requirements or constitute a personal recommendation or advice. In particular, the Information is not intended to be and should not be relied upon by you in making (or refraining from making) any specific investment, purchase, sale or other decisions. You should obtain appropriate independent advice before making any decisions regarding any specific investment, such as from a qualified financial adviser. Any Information is used by you at your own discretion and risk. 8.8 We will not be liable to you or any other person in the event that the Application is amended, ceased or changed in any way. 9. YOUR LIABILITY 9.1 You are solely responsible for the use of the Information obtained through the use of the Application. 9.2 You shall indemnify and keep fully indemnified the LME on demand from and against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by us arising out of or in connection with your use of the Application and Information, your breach of these Terms of Use and/or as a result of your violation of any applicable laws or regulations. 10. PERSONAL INFORMATION 10.1 In order to use the Application, you are required to register your Personal Details at the Website. You must provide us with accurate, complete registration information. Each registration is for a single user only. We will use your Personal Details keep you informed of content and services available on the Application.

6 10.2 In addition, where you have given your permission by ticking the appropriate box, the LME may use your details in order to send further information about the LME and its products and services. We will not provide your Personal Details to any third party for marketing purposes without your permission The Personal Details will be used by the LME in accordance with our Privacy Policy. 11. MAINTENANCE AND SUPPORT 11.1 We will try to develop and operate the Application with reasonable skill and care and will use our reasonable efforts to operate the Application and remedy any faults of which we are made aware. This is the only promise we make in relation to our provision of the Application We are not obliged to update the Application but we may do so from time to time. We reserve the right to modify, restrict access or terminate the Application at any time. 12. VIRUSES, HACKING AND OTHER OFFENCES 12.1 You must not misuse the Application by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Application, the server on which the Application is stored or any server, computer or database connected to the Application. You must not attack the Application via a denial-of-service attack or a distributed denial-of-service attack By breaching this provision, you would commit a criminal offence under the UK Computer Misuse Act We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Application will cease immediately We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Application or to your downloading of any material posted on it, or on any application linked to it. 13. TERMINATION 13.1 We reserve the unconditional right to suspend, withdraw, terminate, amend or restrict access to some parts of the Application, or the entire Application, to users who have registered with us at any time immediately without notice, including (without limitation) in circumstances where; (a) (c) (d) we have reasonable grounds to suspect that your access code has not been kept safe; we have reasonable grounds to suspect unauthorised or fraudulent use of the Application; we reasonably suspect that you have not complied with these Terms of Use; or we reasonably suspect a breach of confidentiality or infringement of our Intellectual Property Rights by you or a third party in respect of the Information or the Application; and to the maximum extent permitted by the law, we expressly exclude all relevant conditions, warranties of any kind (either express or implied) and other terms which might otherwise be implied by statute, common law or the law of equity in relation to any liability that you may claim we owe to you in respect of such suspension, withdrawal or amendment On termination of these Terms of Use (for whatever reason) all rights granted to you in relation to the Application shall immediately come to an end.

7 14. REGULATORY (US CUSTOMERS) LME contracts may only be offered or sold to US customers by UK Financial Services Authority (or successor in function) authorised firms registered with the Commodities Futures Trading Commission (CFTC) or firms exempted from registration under Part of the General Regulations of the CFTC. 15. GOVERNING LAW AND JURISDICTION These Terms of Use shall be governed by the laws of England and Wales and the parties shall submit to the exclusive jurisdiction of the courts of England and Wales. 16. GENERAL 16.1 Headings are for convenience only and do not affect the interpretation of these Terms of Use Each party acknowledges that it has not, in agreeing to the provisions of these Terms of Use, relied on any representation, warranty or undertaking not expressly incorporated in it Nothing in these Terms of Use constitutes an offer of solicitation by us or any of our Affiliates to buy, sell or otherwise deal in any particular investment Any failure by the LME to exercise any right or remedy under these terms and conditions does not constitute a waiver of that right or remedy The Application is licensed personally to you and you may not assign, license, sub-license or transfer any right or obligation of these Terms of Use to any third party We may transfer any of our rights or obligations under these Terms of Use to any third party but if we do so we will ensure that any company to whom we transfer our rights or obligations will continue to honour your rights under them Nothing in these Terms of Use shall be deemed to constitute a partnership between the Parties nor constitute either Party the agent or employee of the other for any purpose Subject to clause 16.9, a person who is not a party to these Terms of Use may not enforce any of its terms under the Contracts (Rights of Third Parties) Act Google and Google s subsidiaries are third party beneficiaries of these Terms of Use, and by accepting these Terms of Use, you accede that Google and Google s subsidiaries will have the right (and are deemed to have accepted the right) to enforce these Terms of Use against you as a third party thereof. 17. CONTACT US Any questions, complaints or claims that you may have in relation to the Application should be made to: lmehelpdesk@lme.com.