The customer (you) wishes to be licensed to use the tpMOBILE service hereby agrees, before proceeding further with the use of the Tullett Prebon Services as follows:
1. Having read and understood the Terms & Conditions, which set forth the obligations and responsibilities and the limited warranties by Tullett Prebon, hereby accepts and agrees those Terms & Conditions.
2. The individual using the Tullett Prebon Services represents and warrants that he/she is authorised on behalf of you to agree to this Agreement, including the Terms & Conditions, and thereby create legally binding obligations.
- 1. SCOPE OF TPMOBILE TERMS OF USE
The following terms of use ("Terms of Use") apply between Tullett Prebon, the provider of the Tullett Prebon Services, and the individual ("you", and "your") who uses the Tullett Prebon Services.
By using the Tullett Prebon Services you agree that you are bound by these Terms of Use. If you do not agree with each provision of these Terms of Use, or you are not authorized to enter into these Terms of Use, or you do not have the legal capacity to enter into these Terms of Use, you may not use the Tullett Prebon Services.
- 2. DESCRIPTION OF SERVICE AND RESTRICTIONS ON USE
- 2.1 Upon entering into these Terms of Use, Tullett Prebon grants to you a non-exclusive, non-transferable, revocable and limited license to access and use the Tullett Prebon Services in accordance with the terms of this Terms of Use.
- 2.2 Tullett Prebon will endeavor to respond to Individual User requests in a timely manner and to the best of our ability. Such technical support services are only provided on an ‘as is' basis and Tullett Prebon accepts no liability with respect to the technical support that is provided or the reliance by an Individual User on such support services. Tullett Prebon further makes no representations or warranties as to the quality level of service that will be provided or the response time with respect to an Individual User.
- 2.3 Tullett Prebon reserves the right to refuse to provide the Tullett Prebon Services to anyone for any reason at any time.
- 2.4 Downloading, copying, distributing, sharing, storing, reproducing, publishing, modifying, removing, interfering with or otherwise altering the Content is expressly prohibited without prior written permission from Tullett Prebon.
- 2.5 No Individual User may use any of the Content received through the Tullett Prebon Services to create derivative works without the express written permission of Tullett Prebon. Such prohibition against the use or creation of derivative works shall include but not be limited to publication, modification, posting, transmitting, publicly displaying of values or prices which include or are based on or calculated from the Content received through Tullett Prebon Services.
- 2.6 Tullett Prebon reserves the right to charge Individual Users a fee for the service that an Individual User may receive. Such fee shall be notified to Individual User in advance of any fees being charged by Tullett Prebon and Individual User shall have the right to terminate the service in accordance with clause 5.2 of these Terms of Use.
- 3. TULLETT PREBON SOFTWARE LICENSE
- 3.1 The Tullett Prebon Software whether on disk, in read-only memory, or on any other media and in any other form on your device are licensed, not sold, to you by Tullett Prebon for use only under these Terms of Use, Tullett Prebon reserves all rights not expressly granted to you. The terms of this license will govern any software upgrades provided by Tullett Prebon that replace and/or supplement the original Tullett Prebon Software product, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern.
- 3.2 Subject to the terms of this Terms of Use, Tullett Prebon hereby grants you a limited, personal, non-commercial, revocable, non-exclusive, non-sublicensable, non-assignable license to download, install and use the Tullett Prebon Software on a Mobile Device.
- 3.3 By using or continuing to use the Tullett Prebon Software you consent to the Terms of Use. The Tullett Prebon Software may not be downloaded or used without acceptance of the Terms of Use.
- 3.4 You will not sell, assign, rent, lease, distribute, export, import, act as an intermediary or provider, or otherwise grant rights to third parties with regard to the Tullett Prebon Software unless specific approval is given by Tullett Prebon in writing in advance.
- 3.5 The Tullett Prebon Software shall be considered Content for the purposes of these Terms of Use. As such all restrictions on use which an Individual End User is bound by in relation to the Content shall also apply to Tullett Prebon Software and all rights Tullett Prebon and or Third-Party Content Providers have in the Content as well as all disclaimers and exclusions and limitations on liability in relation to such Content shall also extend to the Tullett Prebon Software.
- 3.6 Tullett Prebon Software may be subject to international rules that govern the export of software. You shall comply with all applicable international and national laws that apply to the Tullett Prebon Software as well as end-user, end-use and destination restrictions issued by national governments. Moreover, the software may not be exported or re-exported to or downloaded by any person or entity subject to US or EU or Swiss sanctions regardless of location. Tullett Prebon is making this software available to you for download only on the condition that you certify that you are not such a person or entity and that the download is not otherwise in violation of US or EU or Swiss export control and sanctions regulations. If the law of your country prohibits you from downloading or using Tullett Prebon Software because you are under the age limit or because Tullett Prebon Software is not allowed in your country then you may not download or use the Tullett Prebon Software.
- 4. REGISTRATION AND SECURITY
- 4.1 You agree that in order to use the Tullett Prebon Services:
(a) You must provide your full legal name, a valid business email address and any other information about yourself as prompted by the Tullett Prebon Services registration form (the "Registration Data").
(b) You agree to: (i) provide true, accurate, current and complete information, and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current and complete within 30 days of any change. If we suspect that any information you provide is untrue, inaccurate, not current or incomplete Tullett Prebon has the right to suspend or terminate your account and refuse any and all current or future use of the Tullett Prebon Services by you.
(c) You must read, agree with and accept all of the terms and conditions contained in these Terms of Use and any other rules, procedures or policies published by Tullett Prebon. Registration data, member information and certain other information is subject to the Privacy Policy, the terms of which are incorporated into these Terms of Use by reference.
- 4.2 You agree that in order to use the Tullett Prebon Services as Customer you must be 18 years of age or older.
- 4.3 You will not share your Registration Data with any third party or allow any third party to use the Tullett Prebon Services on your behalf. If Tullett Prebon suspects that you are permitting third parties to use your Registration Data and to use the Tullett Prebon Services then Tullett Prebon has the right to suspend or terminate your account and refuse any and all current or future use of the Tullett Prebon Services by you.
- 4.4 You shall only be entitled to use one set of Registration Data for your use of the Tullett Prebon Services. If Tullett Prebon suspects that you are repeatedly using different Registration Data then Tullett Prebon has the right to suspend or terminate your account and refuse any and all current or future use of the Tullett Prebon Services by you.
- 5. SUSPENSION AND TERMINATION.
- 5.1 Tullett Prebon reserves the right to discontinue the Tullett Prebon Services at any time, and to cancel your access. We reserve the right to terminate your account for any reason or no reason.
- 5.2 Termination by You. You may terminate your account at any time by sending e-mail to: tpmobilesupport@tullettprebon.com. Upon termination, you will receive a confirmation via e-mail that the request was received.
- 5.3 Termination by Tullett Prebon. Tullett Prebon may, in its sole discretion, terminate or suspend your access to all or part of the Tullett Prebon Services immediately for any reason, including, without limitation, breach or assignment of this Agreement.
- 6. INTELLECTUAL PROPERTY
- 6.1 Any and all IP Rights in the Tullett Prebon Services (including but not limited to the Tullett Prebon Software and the Content) are and shall remain the exclusive property of Tullett Prebon and its software and other third party providers. Nothing in this Agreement intends to transfer any such IP Rights to, or to vest any such IP Rights in, you. You are only entitled to the limited use of the IP Rights granted to you in this Agreement. You will not take any action to jeopardize, limit or interfere with the IP Rights of Tullett Prebon or its Third-Party Content Providers. Any unauthorized use of Tullett Prebon's IP Rights or any of its Third Party Content Providers IP is a violation of this Agreement as well as a violation of intellectual property laws and treaties, including without limitation copyright laws and trademark laws.
- 6.2 Without in any way limiting the above clause 6.1 all Content accessible through on the Tullett Prebon Services are protected by copyright and other IP Rights, and are owned or controlled by Tullett Prebon, its Affiliates, or any Third-Party Content Providers.
- 7. ADDITIONAL TERMS
- 7.1 In addition to these Terms of Use in order to access or use particular Tullett Prebon Services you may be required to enter into additional separate licenses or agreements (‘Additional Terms'). In order to be in compliance with the Terms of Use you must have read and agreed to the relevant license before using the particular additional Tullett Prebon Services.
- 8. EXCLUSION OF WARRANTIES
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE TULLETT PREBON SERVICES IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. THE TULLETT PREBON SERVICES ARE PROVIDED "AS IS", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND TULLETT PREBON AND TULLETT PREBON'S THIRD PARTY CONTENT PROVIDERS (COLLECTIVELY REFERRED TO AS TULLETT PREBON FOR THE PURPOSES OF SECTIONS 8, 9, 10 AND 11) HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE TULLETT PREBON SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OR SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OR ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. TULLETT PREBON DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR USE OF THE TULLETT PREBON SERVICES, THAT THE TULLETT PREBON SERVICES WILL BE DELIVERED WITHOUT DELAY, BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE TULLETT PREBON SERVICES WILL BE CORRECTED OR THAT ANY PREPROGRAMMED ALERTS WILL BE DELIVERED AT ALL, OR BE DELIVERED ON TIME, OR BE ACCURATE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY TULLETT PREBON OR A TULLETT PREBON AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. NEITHER TULLETT PREBON NOR ITS THIRD-PARTY CONTENT PROVIDERS IS GIVING FINANCIAL ADVICE, TAX ADVICE, LEGAL ADVICE, OR ANY OTHER PROFESSIONAL ADVICE BY PROVIDING THE TULLETT PREBON SERVICES TO YOU AND NEITHER TULLETT PREBON NOR ITS THIRD-PARTY CONTENT PROVIDERS SPONSOR, RECOMMEND, OR ENDORSE THE PURCHASE OR SALE OF ANY SECURITY OR INVESTMENT. SHOULD THE TULLETT PREBON SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STAUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
- 9. LIMITATION OF LIABILITY
TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL TULLETT PREBON BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF CONTENT OR DATA, BUSINESS INTERRUPTION OF ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE TULLETT PREBON SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF TULLETT PREBON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF OTHER INDICENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. THE LIMITATIONS ON TULLETT PREBON'S LIABILITY TO YOU IN THIS CLAUSE 9 SHALL APPLY WHETHER OR NOT TULLETT PREBON HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
- 10. INDEMNITY
SUBJECT TO CLAUSE 11, YOU AGREE TO INDEMNIFY, DEFEND AND HOLD TULLETT PREBON AND ITS AFFILIATES (INCLUDING THEIR EMPLOYEES, OFFICERS AND DIRECTORS) AND THIRD-PARTY CONTENT PROVIDERS AND THEIR AFFILIATES HARMLESS FROM AND AGAINST ANY AND ALL LIABILITY AND COSTS, INCLUDING REASONABLE ATTORNEYS' FEES INCURRED BY SUCH PARTIES, IN CONNECTION WITH OR ARISING OUT OF YOUR (A) VIOLATION OR BREACH OF ANY TERM OF THIS AGREEMENT OR ANY APPLICABLE LAW OR REGULATION, WHETHER OR NOT REFERENCED HEREIN, OR (B) VIOLATION OF ANY RIGHTS OF ANY THIRD PARTY, OR (C) USE OR MISUSE OF THE TULLETT PREBON SOFTWARE, OR TULLETT PREBON SERVICES.
- 11. INFRINGEMENT
Tullett Prebon shall indemnify Individual User with respect to direct damages incurred by Individual User, including reasonable attorneys' fees, as a result of any claim against Individual User that the Tullett Prebon Services as furnished by Tullett Prebon and used by Individual User in compliance with these Terms of Use, infringe upon any copyright or proprietary right of any third party, provided that (i) Individual User gives Tullett Prebon prompt written notice thereof, within 10 days of becoming aware of it (ii) Tullett Prebon has sole control of the defense or settlement of such claim, and (iii) Individual User reasonably cooperates with Tullett Prebon in such defense. In the event of such claim, Tullett Prebon shall have the right to terminate these Tullett Prebon Terms of Use with respect to allegedly infringing Tullett Prebon Services by giving written notice to Individual User.
- 12. GENERAL
- 12.1 Entire Agreement: The terms and conditions of the Terms of Use constitute the entire agreement between you and Tullett Prebon with respect to the subject matter hereof and will supersede and replace all prior understandings and agreements, in whatever form, regarding the subject matter. Nothing in this clause shall exclude or restrict the liability of either you or Tullett Prebon arising out of fraud or fraudulent misrepresentation.
- 12.2 Partial Invalidity: If any provision of the Terms of Use, or any part of a provision, is found by any court or administrative body of competent jurisdiction to be illegal, invalid or unenforceable, and the provision (or part-provision) in question is not of a fundamental nature to the Terms of Use as a whole, the legality, validity or enforceability of the remainder of the Terms of Use (including the remainder of the term which contains the relevant provision) shall not be affected.
- 12.3 No waiver: The failure to exercise, or delay in exercising, a right, power or remedy provided by the Terms of Use or by law shall not constitute a waiver of that right, power or remedy. If Tullett Prebon waives a breach of any provision of the Corporate Use Terms of Use this shall not operate as a waiver of a subsequent breach of that provision, or as a waiver of a breach of any other provision.
- 12.4 Assignment: You are not allowed to assign the Terms of Use or any rights hereunder. Tullett Prebon is allowed at its sole discretion to assign the Terms of Use or any rights hereunder to any third party, without giving prior notice.
- 12.5 Applicable Law and Competent Court: The Terms of Use shall be governed by and interpreted in accordance with the laws of England and shall be subject to the exclusive jurisdiction of the English courts.
- 12.6 Amendments: Tullett Prebon reserves the right to update and change these Terms of Use by posting updates and changes to this site: http://tpmobile.tullettprebon.com.
- 12.7 Survival: Clauses 6, 7, 8, 9, 10 and 11 of this Agreement and any other provision of the Tullett Prebon Software License of any other additional terms which are expressed to survive or operate in the event of termination, shall survive termination of this Agreement and the applicable Additional Terms for whatever reason.
- DEFINITIONS
Affiliate: any corporation, company or other entity that directly or indirectly controls, is controlled by, or is under common control with, another corporation or company. For the purpose of this definition, the word "control" shall mean the direct or indirect ownership of more than fifty percent (50%) of the outstanding voting stock of the corporation, company, or other entity.
Tullett Prebon: refers to Tullett Prebon Information whose address is 155 Bishopsgate, London EC2M 3TQ.
Tullett Prebon Services: the tpMOBILE services, Content, and features provided, including but not limited to the Tullett Prebon Software.
Tullett Prebon Software: the software which Individual Users may download on their Mobile Devices so as to access and use the Tullett Prebon Services.
Content: includes, but is not limited to the following: financial data, financial analytics, indices including the Tullett Prebon Software.
Individual User: an individual who has agreed to the Terms of Use and is legally permitted to use the Tullett Prebon Services subject to the Tullett Prebon Terms of Use.
IP Rights: means (i) patents, pending patent applications, designs, trademarks and trade names (whether registered or unregistered) and any other naming rights, copyright and related rights, database rights, and know-how and designated confidential information; (ii) all other intellectual property rights and similar or equivalent rights anywhere in the world which currently exist or are recognized in the future; and (iii) applications, extensions and renewals in relation to any such rights.
Mobile Devices: includes the range of smart phones, tablets and other mobile devices that are compatible with the Tullett Prebon Services as indicated at the following URL: http://tpmobile.tullettprebon.com
© 2012 TP Group. All rights reserved.
