General Terms and Conditions for Services

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Effective as of February 1, 2024

These terms and conditions for services (these “Terms”) are the only terms that govern the provision of services by  Devexperts Inc., having its corporate office at 525 Washington Blvd, Suite 2440, Jersey City, NJ 07310, registered number 4722932 (“dxFeed”) and the customer (“Customer”); (hereafter referred to as the “Party” or collectively referred to as the “Parties”). 

1. Applicability

1.1. The accompanying order confirmation (the “Order Confirmation(s)/Form(s)”) and these Terms (collectively, the “Agreement”) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. In the event of any conflict between these Terms and the Order Confirmation, the Order Confirmation shall govern, unless the Order Confirmation expressly states that the terms and conditions of the Order Confirmation shall control. The number of Orders is not limited.

1.2 These Terms prevail over any of Customer’s general terms and conditions regardless of whether or when Customer has submitted its request for proposal, order, or such terms. Provision of services to Customer does not constitute acceptance of any of Customer’s terms and conditions and does not serve to modify or amend these Terms.

2. Subject of the Agreement

2.1 dxFeed shall provide the services to Customer as described in the Order Confirmation (the “Services”) in accordance with these Terms.

2.2 Customer agrees to work closely with dxFeed and to provide all the necessary resources.

2.3 Customer acknowledges that dxFeed may change this Agreement at any time as a result of changes required by third party providers, governmental authority, law, regulatory rules or valid subpoena, other administrative or legal process or court order. Continued use of the Service following the posting of revised Terms means that Customer accepts and agrees to the changes. Customer expected to check this page [from time to time/frequently/each time you access this Website] so you are aware of any changes, as they are binding on you.

2.4 If either party wishes to change the scope or performance of the Services, it shall submit details of the requested change to the other party in writing. dxFeed shall, within a reasonable time after such request, provide a written estimate to Customer of:

(i) any necessary variations to the fees and other charges for the Services arising from the change;

(ii) the likely effect of the change on the Services; and

(iii) any other impact the change might have on the performance of this Agreement.Promptly after receipt of the written estimate, the parties shall negotiate and agree in writing on the terms of such change (a “Change Order”). Neither party shall be bound by any Change Order unless mutually agreed upon in writing in accordance with Section

2. Fees and payment procedure

2.1. In consideration of the provision of the Services by Service Provider and the rights granted to Customer under this Agreement, Customer shall pay the fees set forth in the relevant Order Confirmation.

4. Provision of Services

4.1. The Services are provided subject to the condition that they will be used by Customer only for lawful purposes authorized by this Agreement. Customer is responsible for making separate arrangements for use of the specific services provided by the data originators listed in Order(s) (if any) (“Data Originators”). 

4.2. Except as provided in the Order(s), the Services shall be used solely for Customer’s internal usage and not for third party (including its affiliates, consultants) access or use. 

4.3. While using the Services the Customer shall comply with the Data Originators’ requirements and policies including, but not limited to those applicable listed on www.dxfeed.com/3pty. dxFeed does not warrant that the restrictions on the website or in this Agreement are accurate or complete. The Data Originators may also have the right to require that dxFeed suspends or terminates Customer’s access to corresponding Services or Data Originators Data.

4.4. Should Customer desire to make any use of the Services (including, but not limited to, generating, developing or communicating derivative works based upon the Services, whether or not de minimus, retransmission, redistribution, reproduction) in any manner not then described in the Agreement, Customer may do so only with prior written approval by dxFeed and Data Originators (if applicable). 

4.5. With respect to output set forth in this section, Customer understands and agrees that (i) neither Customer nor any Customer’s end-user (if applicable) will hold out or represent that any information, calculations, advice or recommendations given to any third parties are approved or validated by the Services or dxFeed (or any of its affiliates) or otherwise attributable to the Services or dxFeed (or any of its affiliates) and (ii) Customer, on behalf of itself and all authorized users, is responsible for: 

4.5.1. Customer’s own determination of the accuracy, completeness, content and underlying assumptions of any data or calculations derived, extracted or otherwise exported from the Services and determination of the suitability of any such output from the Services for Customer’s purposes with a view to supporting Customer’s regulatory or other purposes, 

4.5.2. Customer’s own internal review and control processes and reconciliation of differences in approach between dxFeed’s calculations and Customer’s own methodology,

4.5.3. adoption of such output from the Services as Customer’s own information, without any attribution of such output to the Services or dxFeed (unless the source of such output is expressly required by a regulator or supervisory authority), and 

4.5.4. interpretation of and compliance with any of Customer’s regulatory, supervisory, and other requirements

4.6. To the extent permitted by dxFeed, Customer shall be responsible for the actions or inactions of or any use of the Services by the Customer’s end users and/or any of its personnel, including any breach by any end user (or other personnel) of the terms of this Agreement applicable to Customer.

4.7. Customer may not format, display, or alter the information or Market Data received through and from the Services in violation of the Rules (as defined below) regulations or requirements of Data Originators Customer shall not (i) sell, lease, sublicense, copy, or provide the Services, or any information (excluding Customer Data) produced, directly or indirectly, thereby, to any third party; or (ii) provide output (excluding Customer Data) from the Services to any third party; or (iii) reverse engineer or otherwise use the Services in any way to develop, test, enhance, or calibrate, on behalf of itself or for any other party, any models, system, or services that are similar to any component(s) of the Services. 

4.8. Customer shall take reasonable security precautions to prevent unauthorized individuals or entities from gaining access to the Services.

4.9. Upon dxFeed’s request, Customer shall provide the Customer-related data necessary for dxFeed to provide the Services. “Customer Data” means any other data provided by or on behalf of Customer, whether directly or indirectly, in connection with the Services. Customer acknowledges and agrees that certain Customer Data is required for Customer to use and for dxFeed to provide the Services and failure by dxFeed to receive Customer Data on a timely basis (or at all) may affect dxFeed’s ability to provide the Services. Customer represents and warrants that it has all rights necessary to provide the Customer Data for the uses contemplated herein, and that use of the Customer Data by dxFeed in the manner contemplated herein shall not infringe the rights of any third party. 

5. Specifications; Amendments; Risks

5.1. dxFeed retains the right to impose restrictions and conditions on the use of the Services and specifications concerning connection of systems to the Services (collectively, “Rules”). Customer also agrees to comply with the rules and regulations of the Data Originators and dxFeed’s third party service providers (e. g. collocation or data feed providers). Notice of these Rules will be disseminated in accordance with the procedures in Section 5.2. below. 

5.2. Where applicable, dxFeed may amend this Agreement, the Rules from time to time upon giving notice of the terms of any such amendment to Customer by any reasonable means. dxFeed will use reasonable efforts to advise Customer of the publication of such amendment by sending Customer corresponding notice. Customer’s use of the Services after thirty (30) calendar days since the receipt of notice of amendment of this Agreement or of the Rules constitutes acceptance of that amendment. If the Customer objects within the stated term, either Party is entitled to terminate this Agreement without incurring any liability by providing the other Party a written notice of termination prior to the expiration of the stated period.

5.3. Customer acknowledges and agrees, on behalf of itself and Сustomer’s end-users (if applicable), that: 

(a) Services may rely on certain assumptions and judgments, such as with respect to the relationship among market risk factors and securities and other related financial instruments; such analyses, models, and methodologies, and related Services, are generally based on observations of past market behavior that may not hold true in the future; and such assumptions may not cover all aspects of, or risks inherent in, Customer’s portfolios and calculation scenarios;

(b) not all securities and other related financial instruments in its portfolios may lend themselves to explicit analytically derived risk measures and that dxFeed may not have procedures, methods, or models appropriate for risk analysis of certain types of securities and other related financial instruments;

(c) the relevant analysis and output of Services are also dependent on the accuracy, validity and integrity of the security master data and other data provided and maintained by Customer, Data Originators Data and other data used in the analyses. dxFeed will use its judgment and practices to model the portfolios and provide Services, using Customer Data, Data Originators Data, and other data. As such, dxFeed’s risk and other analyses and calculations performed hereunder are based on information dxFeed deems to be reliable, but dxFeed cannot and does not guarantee their accuracy, validity or completeness;

(d) significant professional disagreement exists regarding the accuracy and validity of these types of analyses and methodologies, and that there is no assurance that the analyses and methodologies used by dxFeed or provided by dxFeed are or will be appropriate for Customer or its portfolios;

(e) dxFeed’s responsibility in respect of the Services are only as set out in this Agreement and dxFeed is not serving as an investment advisor or Customer’s official recordkeeper or fiduciary or making any recommendations or soliciting any action based on the analyses or Services provided by dxFeed hereunder;

(f) Customer will be solely responsible for any judgments as to the valuation, hedging of, or purchase or sale of its portfolios or any securities and other related financial instruments in which it transacts. Accordingly, dxFeed will not be responsible nor have any liability for any investment decisions or conclusions drawn by Customer with respect to any matter.

6. Intellectual Property Rights

6.1 This Agreement does not transfer or grant any rights in the intellectual property rights of either Party, whether held now or arising hereafter, other than the limited rights of Customer to use the Services and of dxFeed to use the Customer Data expressly set forth in this Agreement. All rights not expressly granted to Customer by dxFeed herein are reserved by dxFeed or Data Originator, as applicable, and all rights not expressly granted to dxFeed by Customer herein are reserved by Customer. Customer acknowledges and agrees that, as between the Parties, all intellectual property and other rights to any modifications, improvements or enhancements of the Services created in the course of the performance of this Agreement, shall vest exclusively in dxFeed or the applicable Data Originator (as it may be applicable depending on the nature/owner of the Services and/or Market Data), and Customer retains all intellectual property rights in the Customer Data. Customer may provide to dxFeed suggestions, comments, or other feedback (“Feedback”) with respect to the Services. Customer agrees that all Feedback is and shall be given entirely voluntarily. dxFeed shall be free to use any Feedback provided to it, without obligation or restriction of any kind on account of intellectual property rights or otherwise.

7. Termination and Audit

7.1. dxFeed may terminate this Agreement, in whole or in part, without incurring any liability, immediately upon written notice to Customer if any amount due remains unpaid thirty (30) calendar days after the due payment date in accordance with the terms of this Agreement. 

7.2. dxFeed may terminate this Agreement, in whole or in part, immediately and without notice to the Customer if dxFeed reasonably: (a) determines that continued provision of the Services, equipment or facilities will contravene any local, state, national or international law or regulation, Data Originator’s policies or dxFeed’s obligations to the applicable Data Originators, Rules; (b) determines that such action is necessary to prevent or protect against fraud, or otherwise protect the Services, equipment or facilities from abuse or degradation or to protect its personnel or other customers; (c) is unable to secure the necessary services, equipment, or facilities to continue to provide Customer with the Services; or (d) determines that the actions/omission of the Customer violate the Services’ usage procedure specified by dxFeed and/or Data Originator or gets request from the Data Originator to terminate Services provision to the Customer due to Customer’s misuse of the Services. For the avoidance of doubt, situations described in the clause (b) include network stress tests of dxFeed infrastructure/system not agreed with dxFeed in writing by the Customer, which generate traffic that appears to be abusive or malicious or generate traffic that has the potential for impact to entities other than the anticipated target of the testing (such as routing or shared service infrastructure). 

7.3. Upon termination by dxFeed for reasons mentioned in clauses 7.1. and/or 7.2(a) and/or 7.2(d), Customer shall be liable for termination fees in the amount of the forecasted fees and charges, which would have been payable by Customer for the remainder of the then current term (“Termination Fees”).

7.4. Customer may terminate this Agreement upon written notice to dxFeed if dxFeed commits a material breach of this Agreement and such material breach continues unremedied for a period of twenty (20) calendar days after dxFeed’s receipt of written notice thereof from Customer. 

7.5. In the event Customer terminates the Agreement for reasons other than explicitly permitted under the Agreement, Customer shall be liable to dxFeed for, in addition to payment of any other charges due and owing under this Agreement as of the effective date of cancellation or termination, Termination Fees.

7.6. Upon termination of this Agreement in any manner, Customer shall be liable to dxFeed for payment of any charges due and owing under this Agreement as of the effective date of termination. Such amount(s) shall be paid to dxFeed within thirty (30) calendar days of termination.

7.7. In addition to any other remedy, dxFeed may suspend or terminate distribution of Services to Customer/the Agreement if dxFeed has reason to suspect non-compliance with any of the terms of the Agreement and/or the Rules or if dxFeed is required to do so by the Data Originators for any reason.

7.8. Upon termination of the Agreement for any reasons, dxFeed is entitled to offset the advance payments for any amount owed by the Customer under this Agreement on the termination date.

7.9. With consideration of the clause 7.8 above, upon the termination of the Agreement in accordance with the clauses 2.3, 5.2, 7.4 above dxFeed will refund the Monthly Fees, which have been already paid by the Customer, in the applicable amount calculated proportionally for the Services not performed by dxFeed by the date of termination. dxFeed shall return the applicable amount within fifteen (15) business days following the receipt of the Customer’s request.

7.10. In order for dxFeed to ensure compliance with the terms of this Agreement, and, in particular, those set out in clause 4.3 above, dxFeed may, upon at least thirty (30) days advance written notice, and during normal business hours, itself perform, or nominate an appropriate and suitably qualified outside party (“the Auditor”) to perform, an audit of the usage of the Services by the Customer (“the Audit”). The Audit may happen electronically as well as at the Customer’s premises which the Customer, in consultation with dxFeed, has deemed to be the most appropriate location for the Audit. The scope of the Audit will be limited to a demonstration of all databases where Services are utilized by the Customer, and a demonstration of the processes by which the incoming Services are managed, including the control of its dissemination within the Customer, to determine how the Services are being used. The sole purpose of the Audit is to prove to the Auditor that there have been no breaches of the Agreement. Should the Audit determine that the Customer is using the Services in any way which materially contravenes the terms of this Agreement, dxFeed reserves the right, at its sole discretion, to require that the Customer reimburses dxFeed on an indemnity basis, for all costs and expenses which dxFeed suffers as a result of the Customer’s improper use of the Data including, but not limited to, (i) the costs of the Audit and (ii) discrepancy between the actually paid amounts and the ones due according to the Audit. Any and all information, documents or materials learned or obtained in connection with any such Audit shall be deemed to be Confidential Information.

7.11. At any time during the Agreement’s term and within 3 (three) years after the Agreement termination/expiration, at dxFeed’s written request vie email, Customer shall provide dxFeed indicative samples of its materials proving compliance with the Section 4 of the Agreement that include any such output as described in the clause 4.5.3. and are provided pursuant to the Section 4 (and for the avoidance of doubt Customer may redact all confidential or commercially sensitive information from these samples).

8. Indemnification and Limitations on Liability

8.1. Customer shall indemnify and hold dxFeed, its owners, officers, directors, employees and consultants (collectively, “dxFeed’s Group”) harmless from and against all and any loss, liability, damage, claim, cost and expense (including without limitation attorneys’ fees and reasonable legal expenses) whether or not involving a third party claim, which arise out of or in relation to any (i) breach of the Customer’s representations, warranties in this Agreement; (ii) any breach or violation of any covenant or other obligation or duty of the Customer under this Agreement (including, but not limited to those implied in the Section 5) or under the applicable law; (iii) Customer’s misuse of the Services, except for dxFeed’s willful misconduct or gross negligence. dxFeed and dxFeed’s Group shall not be liable to Customer or anyone claiming through Customer for any damages whatsoever unless such damage is caused by dxFeed’s (or any of its dxFeed’s Group) willful misconduct or gross negligence. Under this Agreement, dxFeed and dxFeed’s Group exercise no control over, and accept no responsibility for, the content of the information transmitted. Use of such information is at Customer’s own risk. Customer is solely responsible for maintaining the accuracy and integrity of its own data. dxFeed and dxFeed’s Group shall not be liable for any damages whatsoever due to the acts or omissions of Customer or Data Originators. dxFeed’s total liability in respect of any and all claims arising from or related to this Agreement, in contract, tort, or otherwise, will be limited to the lesser of (i) actual damages incurred and proved by Customer as a direct result of dxFeed’s act or omission or (ii) ten thousand (10 000.00) USD. In case the Capped liability event occurs Customer may make a claim for a service credit. Such credit shall be applied to next Subscription/Payment Period as defined in Order. The service credit will provided within _____ Business days following the confirmation by dxFeed of the Claim and the duration of Services provided under service credit condition shall be calculated as either actual damages incurred and proved by Customer as a direct result of dxFeed’s act or omission or (ii) ten thousand (10 000.00) USD whichever is lesser divided by the amount of Monthly Fee. IN NO EVENT SHALL DXFEED AND DXFEED’S GROUP, AS WELL AS DATA ORIGINATORS AND DXFEED THIRD PARTY SERVICE PROVIDERS AND THEIR RESPECTIVE OWNERS, OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, AGENTS, CONSULTANTS AND LICENSORS BE LIABLE TO CUSTOMER FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, OR PUNITIVE LOSS OR DAMAGE OF ANY KIND, (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, TRADING LOSSES, REGULATORY FINES AND PENALTIES, LOSS OF PROGRAMS OR INFORMATION AND THE LIKE) WHETHER OR NOT DXFEED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE, BY REASON OF ANY ACT OR OMISSION IN ITS PERFORMANCE UNDER THIS AGREEMENT. 

8.2. Customer is responsible for, and dxFeed bears no responsibility for, any: telecommunication services; software; or hardware required for the receipt and use of the Services by the Customer.

8.3. DXFEED MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES TO CUSTOMER, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY, TIMELESSNESS, SEQUENCE, ACCURACY, COMPLETENESS OR FITNESS FOR A PARTICULAR PURPOSE OR USE. dxFeed makes no representations with respect to prices, the methodology used by a Data Originators with respect to a price, that any price corresponds to an actual market or “traded” price of a security or that Customer could actually buy or sell the security at the price. dxFeed and Data Originators hereby disclaim any and all liability, however arising, with regard to Customer’s use of or reliance on any Data Originators Data, and which shall exclude indirect, incidental, consequential, special, exemplary, and other damages of like kind. Standard disclaimers and notices required by specific Data Originators may also apply.

8.4. Customer acknowledges and agrees that (a) dxFeed and/or Data Originators have exclusive and valuable property rights in and to the information or data received through and from the Services, if applicable (“Market Data”), while Brokeree has exclusive and valuable property rights in Brokeree Software; (b) the Market Data is provided “AS IS” and on “AS AVAILABLE” basis and may not be accurate or up to date; (c) the Market Data is made available without responsibility on the part of the Data Originators; (d) disclosure of any Market Data would cause irreparable injury to dxFeed and/or Data Originators for which money damages would be an inadequate remedy. Accordingly, Customer further acknowledges and agrees that dxFeed and/or Data Originators 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 the 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.

8.5. No Data Originator shall be deemed to be a fiduciary of Customer or a provider of tax, legal, or investment advice to Customer by virtue of this Agreement, nor shall the provision of any Data Originators Data constitute an offer to buy or sell securities. Customer understands that certain Data Originators may have an interest in, or receive fees or other forms of remuneration from, entities whose data are included in the Data Originators Data. Customer agrees that it shall not rely solely on Data Originators Data in making any investment, purchase, or sale decisions, whether for itself or others. 

9. Confidential Information

9.1. “Confidential Information” shall be defined as all material and information concerning any matters relating to the business of the Parties hereto and all trade secrets, know-how, ideas, concepts and methodologies incorporated therein, including without limiting the generality of the foregoing, any of their customers, the prices either Party obtains or has obtained from the sale of, or at which either Party sells or has sold, its products and/or services, the fees and charges payable by Customer hereunder, or any other information concerning the business of either party, their manner of operation, plans or other data.

9.2. A Party receiving “Confidential Information” hereunder (“Receiving Party”) shall not have an obligation of confidentiality and non-disclosure under this Section with respect to any material, records, data and/or information of the other Party (“Disclosing Party”) which:

9.2.1. is already known to the Receiving Party; or

9.2.2. is or becomes publicly known through no wrongful act of the Receiving Party; or

9.2.3. is rightfully received by the Receiving Party from a third party without restriction and without breach of any confidentiality obligation owed by the third party to the Disclosing Party; or

9.2.4. is furnished to a third party by the Disclosing Party without a similar restriction on the third party’s rights; or

9.2.5. is approved for release by written authorization of the Disclosing Party; or

9.2.6. is developed or may hereafter be developed independently by the Receiving Party without reference to the information acquired from the Disclosing Party; or 

9.2.7. inherently disclosed in the use, lease, sale, or other distribution of any present or future product or service produced by, for, or under authorization of the Disclosing Party.

9.3. The Receiving Party hereby agrees to use reasonable care (the same being not less than that employed to protect its own proprietary information of like importance which it does not desire to have published or disseminated) to safeguard Confidential Information and shall not at any time, or in any manner, either directly or indirectly, divulge, disclose or communicate Confidential Information to any person, firm or corporation, in any manner whatsoever. 

9.4. The Receiving Party may not use the Disclosing Party’s information for any purpose other than the purpose for which it was provided without the prior written consent of the Disclosing Party. 

9.5. The foregoing restriction shall not apply to the Receiving Party’s employees, affiliates, consultants and parent companies having a “need to know” such Confidential Information in connection with the Services provided by dxFeed hereunder. It is further agreed that the Receiving Party will take all reasonable precautions to insure that all employees, consultants and parent companies to whom disclosure of Confidential Information is made shall be under an obligation to maintain the confidentiality thereof and shall have been advised of the confidential nature thereof by Customer or dxFeed, as the case may be.

9.6. Notwithstanding anything contained herein to the contrary, the Receiving Party shall be permitted to disclose Confidential Information to the extent such disclosure is required to be made pursuant to governmental authority, law, regulations, rules or valid subpoena, other administrative or legal process, court order and/or, to the extent applicable, rules or standards of a state board of accountancy, the AICPA or similar body, in which event the Receiving Party shall provide notice to the Disclosing Party prior to any such disclosure by the Receiving Party.

9.7. If applicable, Customer hereby warrants that all data subjects that shall be involved in the Services acquirement and usage have consented to their personal data being disclosed to dxFeed, Data Originators, third party service providers or any auditors acting on behalf of the named above. dxFeed may process personal data for the purposes of the Services provision as described in dxFeed Privacy Policy (currently https://www.dxfeed.com/privacy-policy/) (“Privacy Policy”). Customer should ensure that the relevant personal data is at all times collected, processed and provided to dxFeed in accordance with all applicable laws and regulations, including without limitation the GDPR, and that obligation to provide personal data processing details to relevant data subjects is solely imposed on Customer.

9.8. Notwithstanding the foregoing, the Parties’ obligations under this Section shall remain in effect within five (5) years after the Agreement termination.

9.9. Upon expiration or termination of this Agreement, each Party will, if requested by the other Party, return or destroy the Confidential Information of the other Party in its possession, provided that notwithstanding each Party’s obligations under this Section, each Party shall be permitted to retain copies of the Confidential Information of the other Party as may be required by law, rule, or order. Furthermore, neither Party shall be required to expunge Confidential Information of the other Party that may be contained in archives, tapes or other materials retained pursuant to regular record keeping policies. To the extent that either Party retains any Confidential Information of the other Party, the obligations of this Section 9 shall continue to apply to such Confidential Information after termination or expiration of this Agreement.

10. Force Majeure

10.1. dxFeed shall not be deemed in default of any of its obligations under this Agreement to the extent that performance is prevented or delayed by any act of God or public enemy, war, insurrection or riot, fire, flood, explosion, earthquake or labor dispute causing cessation, slowdown or interruption of work, national emergency, act or omission of any governing authority or agency thereof (including governments or supra-national authorities, whether officially declared or non-officially imposed including any limitations, bans or restrictions on use of the Internet and/or messengers or other technologies and/or means of communications), inability after reasonable endeavors to procure equipment, data or materials from suppliers or any other circumstances beyond the affected party’s reasonable control.

11. Applicable law and dispute resolution

11.1. This Agreement and any dispute arising out of or relating to this Agreement (including a dispute arising out of or related to the negotiation of this Agreement) will be construed and enforced under the laws of the State of New Jersey.

11.2. The Parties hereby consent to jurisdiction in the State of New Jersey and agree that the courts within the State of New Jersey shall have exclusive jurisdiction over any issues regarding the enforcement of this Agreement.

11.3. WAIVER OF JURY TRIAL: EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.

11.4. WAIVER OF CLASS ACTION: Each Party agrees that each may bring claims against the other only in its individual capacity and not as a plaintiff or class member in any purported or representative action.

12. Assignment

12.1. Customer may not assign or delegate any of its rights or obligations arising hereunder, except with the prior written consent of dxFeed, which will not be unreasonably withheld. Any purported assignment or delegation in violation of this Section 12 shall be null and void.

13. Publicity

13.1. The fact of execution of the present Agreement, including name, logo, trademark, trade name, or other marks of the Customer, and the subject matter hereof may be used by the dxFeed for advertising, public relations and marketing purposes, which shall not be deemed as violation of the confidentiality terms.

14. General provisions

14.1. Any notice or other communication required or authorized to be given under this Agreement shall be in writing and may be served by personal delivery, or by pre-paid, or recorded delivery letter, or by overnight courier, or by email addressed to the relevant Party at its address stated in this Agreement, or at such other address as is notified by the relevant Party to the other for this purpose from time to time or at the address of the relevant Party last known to each other. 

14.2. This Agreement is the entire agreement between the Parties relating to the subject matter hereof. There are no oral or written collateral representations, agreements or understandings, except as provided herein. This Agreement may be amended or modified only by an instrument in writing signed by or on behalf of the Parties hereto, unless otherwise is explicitly specified in this Agreement. The exchange of copies of this Agreement including the signature pages by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, or by combination of such means, shall constitute effective execution and delivery of this Agreement as to the Parties and may be used in lieu of the original Agreement for all purposes. Signatures of the Parties transmitted by electronic signatures shall be deemed to be their3 original signatures for all purposes. 

14.3. To the extent permitted by applicable law, the Parties hereby waive any provision of law which renders any provision in this Agreement unenforceable in any respect. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision shall be held to be prohibited by or invalid under applicable law, such provision shall be deemed amended to accomplish the objectives of the provision as originally written to the fullest extent permitted by law and all other provisions shall remain in full force and effect. 

14.4. The captions used in this Agreement are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit, characterize or affect in any way any of the provisions of this Agreement, and all of the provisions of this Agreement shall be enforced and construed as if no captions had been used in this Agreement. 

14.5. Each Party warrants that it has the power and authority to enter into this Agreement and has all the necessary rights, permissions and consents to enter into this Agreement. Each Party represents and warrants that its signatory whose signature appears below has been and is on the date of this Agreement duly authorized by all necessary corporate or other appropriate action to execute this Agreement.