Last Updated 25/10/2022
1. Acceptance of Terms. These terms of use are entered into between You and OSTTRA Group Ltd. (“OSTTRA,” “we,” or “us”) the following terms and conditions, together with any documents expressly incorporated by reference (collectively “Terms of Use”) govern your access and use of www.osttra.com, including any content, functionality offered through or on www.osttra.com and the Systems and Services (“Website”), whether as a guest or registered user. By accessing, viewing or using any page, part or component of the Website, you have indicated your acknowledgement and acceptance of these Terms of Use.
2. Systems and Services. “Systems” are any of the existing and future electronic systems, APIs and platforms through which OSTTRA and its affiliates make the Services available to you including, without limitation, MarkitWire, TradeServ, MarkitServ Trade Manager, Harmony, triReduce, triResolve, triCalculate, triBalance, RESET, TradeSTP, DealHub, and Traiana. “Services” are any of the existing and future services offered to you by OSTTRA or its affiliates and any content including, without limitation, risk management, margin estimation, connectivity, trade confirmation & matching, messaging, hosting and other services.
3. Updates. OSTTRA may in its sole discretion make unscheduled deployments of changes, updates or enhancements to the Website at any time, add or remove functionality or features, and may discontinue any or all Website altogether but we are under no obligation to update the Website.
4. Violations. We may disable any username, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.
5. Your Responsibilities. You are responsible for your use of the Website and you must: (i) use a secure and nonobvious password to access them; (ii) treat the user name, password and any other piece of information you receive as part of our security procedures as confidential and not share them with any other person; (iii) notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security; (iii) periodically change your password; (iv) log out after each session; (v) install the most recent security patches and updates for your web browser; and (vi) not alter, corrupt, hack, or violate any computer code affecting the security and access controls of the Website.
6. Privacy. To access the Website or some of the resources they offer, you may be asked to provide certain registration details or other information. You are responsible for ensuring that all the information you provide to us on the Website is correct, current, and complete. All information we collect on the Website, including all information you provide to register with the Website or otherwise, including but not limited to the use of any interactive features on the Website, is handled in accordance with, and explained in further detail in our Privacy Policy located at http://www.osttra.com. You also may have certain rights in relation to the information we collect under applicable law as set out in our Privacy Policy.
7. If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only including any links contained in advertisements, banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
8. Proprietary Rights. The Website and their entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by OSTTRA, its licensors, or other providers of such material and are protected by English law and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. Subject to your compliance with these Terms of Use you a personal, nonexclusive, non-transferable, non-sublicensable license to use the Website. Except as expressly authorized by OSTTRA, you agree not to sell, copy, distribute, or create derivative works based on the Website, in whole or in part.
9. Disclaimer of Warranties. NEITHER OSTTRA NOR ANY AFFILIATE OF OSTTRA (each a “OSTTRA GROUP ENTITY”) NOR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, AGENTS, CONSULTANTS OR LICENSORS (each a “RELATED PARTY”) MAKE ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE WEBSITE AND EACH HEREBY DISCLAIMS AND SHALL HAVE NO LIABILITY FOR ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION TO THE MERCHANTABILITY, QUALITY OF THE WEBSITE OR THEIR FITNESS FOR A PARTICULAR PURPOSE, UNINTERRUPTED SERVICE OR ERROR-FREE SERVICE, OR THE SEQUENCE, TIMELINESS, ACCURACY OR COMPLETENESS OF THE WEBSITE. THE WEBSITE IS PROVIDED ON AN “AS IS” BASIS AT YOUR SOLE RISK. YOU ACKNOWLEDGE THAT: (I) YOU MAY EXPERIENCE INERRUPTIONS OR ERRORS IN THE WEBSITE; AND (II) THE WEBSITE MAY, FROM TIME TO TIME, BE TEMPORARILY UNAVILABLE.
10. Exclusion of Incidental, Consequential, and Certain Other Remedies. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO CIRCUMSTANCES SHALL ANY OSTTRA GROUP ENTITY OR ANY OF THEIR RESPECTIVE RELATED PARTIES BE LIABLE HEREUNDER TO YOU OR TO OTHERS DIRECTLY OR INDIRECTLY MAKING USE OF THE WEBSITE, FOR ANY LOST PROFITS, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, ARISING UNDER THESE TERMS OF USE, EVEN IF OSTTRA HAS BEEN ADVISED OF THE POSSIBILITY THEREOF AND EVEN IF DUE TO OSTTRA’S ERROR, OMISSION, OR NEGLIGENCE.
11. Limitation of Liability and Remedies. TO THE MAXIMUM EXTENT ALLOWABLE BY LAW, IN NO CIRCUMSTANCES SHALL ANY OSTTRA GROUP ENTITY OR ANY OF THEIR RESPECTIVE RELATED PARTIES BE LIABLE FOR ANY (A) DELAY, INACCURACIES, ERRORS, OMISSIONS OR INTERUPTUION OF ANY KIND IN RELATION TO THE WEBSITE OR FOR ANY RESULTING LOSS OR DAMAGE; OR (B) LOSS OR DAMAGE ARISING FROM UNAUTHORIZED ACCESS TO OR MISUSE OF THE WEBSITE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF ANY OSTTRA GROUP ENTITY OR ANY PARTICIPATING EXCHANGE OR ANY OF THEIR RESPECTIVE RELATED PARTIES HEREUNDER EXCEED THE LESSER OF: (A) THE FEES PAID TO OSTTRA BY LICENSEE HEREUNDER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) FIFTY US DOLLARS ($50), REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE. THIS LIMITATION SHALL SURVIVE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDIES THAT MAY BE PROVIDED IN THIS AGREEMENT.
12. Unauthorized Access. Access to and use of the Website is restricted to authorized users only. Unauthorized individuals attempting to access the Website may be subject to prosecution.
13. Notice. Notice to you may be made via email, fax, or certified or registered mail, return receipt requested, to your most current address on record. OSTTRA may also provide notices of changes to
these Terms of Use or other matters by providing a click through screen on the Systems. You may give notice to OSTTRA by email at legal@osttra.com, or certified or registered mail, return receipt requested, to OSTTRA Group Ltd., London Fruit & Wool Exchange, 1 Duval Square, London, E1 6PW
United Kingdom to the attention of the General Counsel.
14. Modification of Terms. OSTTRA may change these Terms of Use at any time by either (i) posting the revised terms on the Website; (ii) sending you an email notification to the email address that you provided to OSTTRA as part of your account registration, or a notification via SMS or other messaging services, or (iii) presenting the revised Terms of Use to you when you log into the Website. The updated Terms of Use will become effective the earlier of (a) when you accept them online, (b) twenty (20) days after OSTTRA posts or emails the update, in which case your continued use of any of the Website or failure to cancel your account will indicate your acceptance of the amended Terms of Use.
15. General Terms. The Terms of Use are the complete and exclusive statement of the agreement between the parties and supersedes all prior agreements, oral or written, and all other communications between the parties concerning the subject matter of this Terms of Use. The failure of either party to exercise any right or remedy under this Terms of Use or at law shall not prevent any further exercise of that right or remedy. You may not assign this Terms of Use without the prior written consent of OSTTRA. If any part, term or provision of this Agreement is held illegal, invalid or unenforceable, the validity or enforceability of the remainder of the Agreement shall not be affected. These Terms of Use and your use of the Website shall be governed by the laws of the England and Wales, without regard to conflicts of laws principles. The language of the Agreement is English and all obligations under and communications relating to the Agreement shall be conducted in English. Any controversy or claim arising out of or relating to this Terms of Use, or the breach thereof, shall be settled by arbitration administered by the London Court of International Arbitration in accordance with its Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The place of arbitration shall be London, England. The arbitration shall be in English and shall be governed by the laws of the England and Wales. The Parties acknowledge that a material breach relating to certain provisions of this Terms of use may, by its gravity or nature, cause immediate or irreparable injury to the other Party that cannot be adequately compensated for in damages. Accordingly, notwithstanding anything to the contrary in this Agreement, in the event of any such material breach and in addition to all other remedies available herein, the non-breaching Party may seek solely injunctive relief (including a temporary restraining order, preliminary injunction or permanent injunction) from any court of competent jurisdiction, without posting a bond or other security. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Website or these Terms of Use must be filed within one (1) year after such claim or cause of action arose or be forever barred. With respect to an unauthorized user there are no time limitations with respect to any action brought by OSTTRA other than the applicable statute of limitations.