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General
The Tel-Aviv Stock Exchange Ltd. (hereafter - “TASE”) thanks you for choosing to purchase a product usage license, as defined below.
The use of the Product is subject to the terms that are set out in this agreement below and to the terms of use prescribed on TASE’s website (hereafter - “the Usage Agreement” or “this Agreement”) and is conditional upon your consent to all of its terms.
By marking your approval of the terms of the Usage Agreement (“I Accept”) or by using the Product you are giving your consent to all of the terms of the Usage Agreement.
If you have given your consent as above in the name of any corporation, you are declaring that you have been duly authorized by the corporation to consent in its name to the terms of the Usage Agreement.
1. “The Product” - Information that is produced via an application programming interface system that supports a direct interface between the IT systems of the client and the data of TASE (API System), as described on the products page (respectively above and below - “the Product” “API System”).
For the purposes of this Agreement, “the Product” including any part thereof.
2.
a. You are purchasing a non-exclusive license for the term of this Agreement to use the Product that you have selected, as prescribed in this Agreement (hereafter - “the License” / “the Usage License”).
The License is to the usage of the product in accordance with the terms of this Agreement. Other than the aforesaid License you are not granted any right in the Product and you are prohibited from making and/or allowing another to make any other use of the Product, whether commercial or otherwise, unless explicitly stated otherwise in this Agreement.
b. The License is not exclusive and TASE may grant additional Usage Licenses for the Product and to use it itself or through anyone acting on its behalf, in any manner that it deems fit.
c. You are permitted to process the Product, store it, and as far as permitted in the special conditions for a specific product as they appear in the service site, to distribute it according to the Terms of Use and the conditions stated in this Agreement (If you wish to distribute the Product other than through the API System, you are required to contact TASE in order to establish agreements as to the manner of distribution and the requisite payment, based on TASE’s pricelist).
d. You are prohibited from using the Product for the purpose of creating financial instruments, including derivatives.
e. You are prohibited from granting to another any rights in the Product or any part thereof and you are prohibited from transferring any rights in the Product to any third party, including by way of sub-licensing, assignment, transfer or otherwise.
f. Subject to the specific terms and conditions of the Product you have purchased, you may distribute the Product or any part thereof, solely to your clients that are end users and for their internal use only.
If you are distributing the Product to clients as above, you hereby undertake to inform them of the provisions of this Agreement as regarding the use of the Product by the client, including, without prejudice to the generality of the aforesaid, as regarding the rights of TASE in the Product, the use options of the Product and the limited liability of TASE.
g. The Product may only be used for legal purposes and will be used in accordance with the provisions of any law, including the directives of the competent authorities. Allowing the use of the Product for an illegal purpose or in a manner that contradicts public policy is strictly prohibited.
h. All rights in the Product, including but without prejudice to the generality of the aforesaid, copyright, trade secrets, distribution rights and any other intellectual property, are and will continue to be fully owned by TASE and/or by third parties that have granted TASE rights in the Product.
i. You hereby undertake to implement any security measures that are required to prevent access to the Product by any person that is not entitled thereto according to the terms of this Agreement.
j. TASE may, at any time, make modifications to the Product, including to the content or structure of the Product, and to alter its presentation or to discontinue the distribution of and/or the issue of usage licenses for the Product. TASE will deliver a notice of such modifications in advance, in the manner that it shall deem fit.
k. TASE may from time to time, at any time and for any reason, make modifications to the Usage Agreement and/or terminate the Agreement and cancel the License issued thereunder, provided that it delivers a notice thereof in advance, in the manner that it deems fit, within a time frame that is reasonable under the circumstances.
The binding version of the Usage Agreement is the most recent version published by TASE, and shall apply both to products that you have selected upon registering as a client and to products that you may select in the future.
l. If for technical reasons or for any other reason information in excess of that included in the Product is delivered to you, you hereby undertake not to make any use of such information and to inform TASE thereof immediately upon learning of the delivery such information.
m. TASE will deliver the information that is included in the Product on the relevant dates, based on the nature of the Product, unless its delivery is impeded by force majeure, malfunction or disruption resulting from infrastructure and/or interrupted communication and/or strikes and/or shutdowns and/or other factors over which TASE has no control and that preclude the delivery of all or part of the information that is included in the Product.
In the event of such disruption, TASE will make reasonable efforts, to the extent that is within its control, to resume the regular delivery of the information as early as possible under the circumstances.
3. TASE maintains the right to collect, whether on its own or through others acting on its behalf, various data relating to the use of the Product, including data relating to the use of the Product by you or your clients, for statistical purposes and/or for the improvement or maintenance of the Product, this while maintaining your privacy, subject to the provisions of the law. Without prejudice to the aforesaid, the use of such information will be made in accordance with TASE’s privacy policy.
4. The Product is provided “as is” without TASE or any third party making any representation or undertaking in relation thereto, whether explicit or implied, including, inter alia, as regarding its suitability to your needs, to any commercial needs or for any other purpose. TASE does not undertake that the Product will operate continuously, without disruption or delays or in a safe manner, without other disruptions relating to the internet network, to infrastructure causes or to other factors.
5. The Product should not be construed as a recommendation or an advice to act in one manner or another, including as regarding investment decision-making. The Product is not a substitute for personalized consulting that takes into consideration the specific needs and circumstances of the individual.
6.
a. The Product Usage License is granted to you subject to the limitation of liability that is set out below and you express your consent to receiving the Usage License under said terms.
b. The liability of TASE and/or of anyone acting on its behalf under this Agreement or under any law, including contract law and torts law, shall only apply to a direct damage caused to you as a result of the use of the Product or due to the use and that is a direct result of malice or gross negligence on the part of TASE or anyone acting on its behalf (hereafter - “Liability Event”).
c. In the occurrence of a “Liability Event”, the following provisions shall apply:
1) The liability of TASE is to the holder of the Usage License only and not to any third party.
To remove any doubt, it is hereby clarified that damage/loss caused to any third party that you would be required to cover or pay in any manner and for any reason shall not be deemed as damage/loss incurred by you and for which TASE is liable for payment or indemnification.
2) TASE is not liable for an indirect, incidental, consequential , special or punitive damage/loss, including but without prejudice to the generality of the aforesaid, trading losses, loss of anticipated profits, loss of customers, damage to goodwill or reputation, loss resulting from the discontinuance of operations or increase in your expenditure etc. that you may incur.
3) The liability of TASE to a “Liability Event” is limited to the “Liability Amount” as defined below. The “Liability Amount” signifies - the cumulative amount of all actual payments made by you for the Product Usage License in the six months that preceded the Liability Event.
d. For the avoidance of doubt, it is hereby expressed that if a competent court rules that TASE's liability applies, notwithstanding the foregoing, also in a case that is not a "liability event", the liability shall be limited as provided in sections c.2) and c.3) above.
e. You acknowledge that without your consent to the stated in this section above, TASE would not have entered into this Agreement with you.
7. If the Product is subject to payment as prescribed in the pricelist that is attached to the regulations under Part Five of TASE’s Rules (hereafter - “TASE’s Pricelist”), you undertake to make the payment to TASE as aforesaid and as shall be updated from time to time.
TASE may, at any time, modify the amounts that are charged for the products and the structure of payments, including charging a payment on products for which the usage license was granted free of charge. Notice of such modification shall be delivered by TASE in advance, in the manner that it deems fit, within a time frame that is reasonable under the circumstances, and the modification will come into effect on the date specified in the notice (hereafter - “the Date of Modification”). It is hereby clarified that such modification shall not apply to use of the Product prior to the Date of Modification.
Upon receiving notice of such modification, you shall be entitled to immediately terminate the Agreement. If you continue using the Product after the Date of Modification, this shall be deemed as consent to pay the updated price.
8. a. Cancellation of a transaction in accordance with the Consumer Protection Law, 1981 (in this section below - “the Law”)
A private customer who is a “consumer” within its meaning in the Law, may terminate his engagement to purchase a license for the use of data products (hereafter - “the Transaction”), as stated below:
In an ongoing transaction, within its meaning in the Law -
• The customer may notify TASE of the termination of the Transaction (hereafter - “the Cancellation Notice”) at any time and the Transaction will terminate on the date of receipt of the Cancellation Notice at TASE.
• The customer will be charged for the products that had been supplied to him up to the actual date of termination of the Transaction (the proportion of the charge will reflect the nature of the Transaction and/or the type of product purchased by the consumer and/or the usage period, as appropriate).
In a non-ongoing transaction, within its meaning in the Law -
• The customer may notify TASE of the termination of the Transaction (hereafter - “the Cancellation Notice”) at least two days prior to the commencement of provision of the service or supply of the product ordered by the customer, as appropriate.
b. Cancellation by a party that is not a “consumer” within its meaning in the Consumer Protection Law
The customer may terminate the use of the product and the engagement under this product purchase agreement at any time, by delivery of a Cancellation Notice, however the engagement will terminate at the end of the calendar month in which the Cancellation Notice was delivered.
c. Manner of delivery of a Cancellation Notice
A Cancellation Notice will be delivered by clicking the “cancel subscription” button in the subscriber application page of the TASE open API system. Receipt of the Cancellation Notice at the computer system of TASE will be deemed as the date of delivery of the Cancellation Notice.
d. General
The stated in this policy does not detract from the right of TASE to charge any payment or to reject a Transaction cancellation, provided that there is no legal impediment.
In the event that TASE approves a Transaction cancellation, even where it is not legally obligated to do so, TASE may attach conditions to the cancellation or charge additional amounts at its discretion.
The definitions in this section 8 follow the definitions included in the Consumer Protection Law, 1981, with the necessary changes.
9. Any waiver, extension, non-response or forbearance on the part of TASE shall not be deemed as waiver by TASE of any right that is conferred upon it by the Usage Agreement or under any law.
10. This Agreement includes all of the agreements between the parties and cancels any contract, memorandum of understanding, minutes, custom, document, representation or negotiations that preceded its signing. Although the Usage Agreement is presented in an electronic format, it shall be binding to the parties even if not physically signed by them.
11. This agreement shall be construed, interpreted and governed solely in accordance with and by the laws of the State of Israel and the competent courts in the District of Tel Aviv-Jaffa shall have exclusive jurisdiction in any matter deriving hereof or relating hereto.
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