Forex Capital Markets LLC 
32 Old Slip, 10th Floor, 
New York, NY 10005 
Tel. (212) 897-7660   
Fax (212) 897-7669  

LICENSE AGREEMENT


1.  Grant Of License.

Licensor hereby grants and Licensee accepts a 
non-sublicensable, non-exclusive, non-transferable, 
revocable license to use the Licensor’s proprietary 
intellectual property, which may include (but not be 
limited to) products, services, programs, information and 
all other intellectual property  (referred to as the 
“Program”) or historical and/or real-time market data 
(collectively the “Data”) provided to Licensee by 
Licensor under the terms of this License, at the Licensed 
Site. For the purposes of this License, the Licensor’s 
Program and Data shall be collectively referred to as 
“IP”.

Licensee may use Licensor’s IP for Licensee’s own 
internal business purposes only and, solely for 
Licensee’s authorised employee’s (“Authorised Users”). 
Licensee must use the IP for general information purposes 
only and understands, accepts and agrees that the IP 
shall in no way constitute a recommendation of any 
investment product, or to act, or not to act, in any way 
whatsoever. Licensee is advised that the IP in no way 
constitutes an offer to buy or sell any securities, 
financial products or related financial services in the 
United States or any other country without limitation. 

2.  Limitations on use of the Licensor’s IP.

Except as otherwise expressly permitted in this License, 
Licensee has no right to and Licensee shall not: 

(i) modify, copy, alter, translate, disassemble, 
reproduce, distribute, or otherwise change, in form, 
format, sequence, context or substance, the IP, or create 
derivative works based on the IP; 

(ii) rent or transfer all or any part of the IP to any 
person or entity without the prior written consent of 
Licensor; 

(iii) sublicense, assign, delegate or otherwise transfer 
this License or any of the IP (in whole or in part) or 
any of the related rights or obligations for any reason 
without the prior written consent of Licensor (any 
attempt to sublicense, assign, delegate or transfer this 
License in whole or in part without the prior written 
consent of Licensor shall cause the immediate termination 
of this License); 

(iv) use any of the IP to provide a service bureau or 
similar service by which the IP can be accessed by third 
parties or by which the IP is sold to third parties via 
pay per call or other fee arrangements whatsoever; or 

(v) use the IP at any location other than the Licensed 
Site or for any person (other than Authorised Users) not 
specifically licensed for such use whether through 
physical transfer of the IP, general display, electronic 
access through a local or wide area network of any 
description, or by any other means whatsoever without 
limitation. 

Unless agreed to in writing by Licensor, Licensee 
acknowledges that the rights granted to it under this 
License shall not permit Licensee to provide access to, 
redistribute, or otherwise make available the IP (or any 
part thereof) to any third party. Licensee hereby agrees 
to be responsible to the extent it, its Authorised Users, 
employee’s, agents or any other party acting through or 
as a result of Licensee hereunder, breaches any of the 
terms of this Section 2. 

3.  Intellectual Property Rights.

Licensor retains all right, title, interest in and 
copyrights to the IP in all languages, formats and media 
throughout the world, including all copyrights and 
trademarks therein and any backup copy made by Licensee 
regardless of the form or media in or on which the 
original or other copies may subsequently exist. 
Unauthorised copying, redistribution, reproduction, 
retransmission, dissemination, selling, distributing, 
publishing, broadcasting, circulating or providing the 
information or services in any manner or for any purposes 
of the IP or failure to comply with the above 
restrictions is expressly prohibited and may result in 
the automatic termination of this License at no cost to 
Licensor without prejudice to all other legal rights and 
remedies of Licensor. This License shall not constitute a 
sale of the original or any backup copy of the IP and no 
title or proprietary rights to the IP are transferred to 
the Licensee other than the limited license granted 
hereby.

Licensee acknowledges that the IP is a unique, 
confidential and valuable asset of Licensor, and Licensor 
shall have the right to seek all equitable and legal 
redress which may be available to it for the breach or 
threatened breach of this License including, without 
limitation, injunctions.

4.  Use of the IP; Changes in Format to the IP.

It shall be Licensee’s sole responsibility to provide, 
have available, properly utilise and maintain any and all 
computer, information and data processing services 
including all relevant computer hardware and software, 
internet access, telephone communications and network 
connections and facilities necessary to retrieve and/or 
receive and use the IP as specifically permitted 
hereunder. 

Licensor reserves the right, in its sole discretion, and 
from time to time, to change the format and content of 
the IP as market conditions and continual development of 
the IP dictates.  Any amendment made to the IP by 
Licensor, from time to time and which are delivered to 
Licensee, shall be considered to form part of the 
applicable IP and will be provided by Licensor to 
Licensee under the same terms and conditions of this 
License. Notwithstanding the foregoing, Licensor shall 
have no obligation to deliver to Licensee any such 
amendment or subsequent version of the IP.

5.  Support.
    
Licensor shall have no obligation to provide support 
services for Licensee’s use of the IP.

6.  Rights of Audit. 

In consideration for the right and license to access and 
use the IP granted hereby, Licensor shall, at its own 
expense, have the right to conduct during normal business 
hours an audit of (and to copy) the appropriate records 
of Licensee to verify the Licensed Site and Authorised 
Users of Licensee and Licensee hereby agrees to make 
available for inspection by Licensor or its independent 
auditors the applicable books and records of Licensee to 
ensure compliance with Licensee’s obligations under this 
License. While performing any such audit, Licensor (or 
its independent auditors, as applicable) shall abide by 
all of Licensee’s generally applicable and reasonable 
security and operational guidelines and procedures.


7.  Confidential Information.
    
Each party agrees to regard and preserve as confidential 
all information related to the business and activities of 
the other party, including, in the case of Licensor, 
without limitation, the IP and any other Licensor 
technology, materials, data and information that may be 
obtained by Licensee as a result of this License 
("Confidential Information"). Each party agrees to hold 
Confidential Information in strict confidence and will 
not disclose such Confidential Information to any person, 
firm or enterprise, or use (directly or indirectly) any 
such Confidential Information for its own benefit or the 
benefit of any other party, unless authorised by the 
other party in writing. Confidential Information shall 
not be considered confidential to the extent such 
information is: (i) already known free of restriction at 
the time it is obtained; (ii) subsequently learned from 
an independent third party free of restriction and 
without breach of this License; (iii) is or becomes 
publicly available through no wrongful act of the 
receiving party; or (iv) is independently developed 
without reference to any Confidential Information of the 
other party. 

Each party shall, in advance, by agreement, instruction 
or otherwise, ensure that each of its employee’s who 
obtains or is in a position to obtain any information or 
materials required by the terms of this License to be 
kept confidential understands and agrees to comply with 
the terms and conditions of this Section 7. Each party 
further agrees to take all other commercially reasonable 
steps, by agreement, instruction or otherwise, to ensure 
compliance with the obligations set forth herein. Each 
party acknowledges and agrees that, monetary damages 
would be difficult to calculate and may not adequately 
compensate the other party in connection with an actual 
or threatened breach of any of the foregoing provisions 
of this Section 7 by such party. Accordingly, each party 
hereby expressly waives all rights to raise the adequacy 
of the other party's remedies at law as a defense if the 
other party seeks to enforce by injunction or other 
equitable relief the due and proper performance and 
observance of any of the foregoing provisions of this 
Section 7. Notwithstanding the foregoing, each party 
shall be entitled to pursue any other available remedies 
at law or equity, including the recovery of monetary 
damages, with respect to the actual or threatened breach 
of the foregoing provisions of this Section 7.

8.  Limited Warranty and Disclaimer. 

THE IP IS FOR YOUR GENERAL INFORMATION PURPOSES AND IS 
NOT INTENDED TO ADDRESS YOUR PARTICULAR REQUIREMENTS. YOU 
AGREE THAT NEITHER LICENSOR, NOR ANY AGENT, AFFILIATE OR 
REPRESENTATIVE THEREOF SHALL HAVE ANY LIABILITY, 
CONTINGENT OR OTHERWISE, FOR THE TRUTHFULNESS, ACCURACY 
OR TIMELINESS OF THE IP OR THE TRUTHFULNESS, ACCURACY, 
TIMELINESS, COMPLETENESS OR CORRECT SEQUENCING OF THE 
INFORMATION MADE AVAILABLE THROUGH THE IP, OR FOR ANY 
DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE UPON 
SUCH INFORMATION PROVIDED BY THE IP, OR FOR INTERRUPTION 
OR DELAY OF ANY DATA, INFORMATION OR ANY OTHER ASPECT OF 
THE IP. THE IP IS PROVIDED "AS IS." THERE IS NO WARRANTY 
OF MERCHANTABILITY, NO WARRANTY OF FITNESS FOR A 
PARTICULAR USE AND NO OTHER WARRANTY OF ANY KIND, EXPRESS 
OR IMPLIED, REGARDING THE INFORMATION OR ANY ASPECT OF 
THE IP (INCLUDING BUT NOT LIMITED TO INFORMATION ACCESS). 
YOU RECOGNIZE THAT THE ACCURACY OF THE INFORMATION SHOULD 
BE CHECKED BEFORE YOU RELY ON IT.

IN NO EVENT WILL LICENSOR BE LIABLE TO YOU, YOUR 
CUSTOMERS OR ANY OTHER PARTY FOR ANY DIRECT, INDIRECT, 
INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES 
(INCLUDING BUT NOT LIMITED TO, LOST PROFITS, TRADING 
LOSSES OR DAMAGES THAT RESULT FROM INCONVENIENCE, DELAY 
OR LOSS OF THE USE OF THE IP), OR CLAIMS ARISING IN TORT 
(INCLUDING NEGLIGENCE), EVEN IF LICENSOR HAS BEEN ADVISED 
OF OR ARE OTHERWISE AWARE OF THE POSSIBILITY OF ANY OF 
THE FOREGOING.

THE PROVISIONS OF THIS SECTION WILL SURVIVE THE 
EXPIRATION OR TERMINATION OF THIS LICENSE FOR ANY REASON.

Licensor shall not be liable for any loss resulting from 
a cause over which Licensor does not have direct control, 
including, but not limited to the failure of electronic 
or mechanical equipment or communication lines, telephone 
or other interconnect problems, unauthorized access, 
theft, subscriber errors, or any of the causes stated in 
Section 18 of this Agreement.

9.  Indemnity.

Licensee agrees to indemnify and hold Licensor, its 
shareholders, officers, employees and agents harmless 
from and against any and all losses, claims, damages or 
liabilities (including reasonable legal fees and 
expenses) to which any of them may become subject and 
which are in any way related to or which have arisen 
under or in connection with the following, in each case 
whether arising under any statute, at common law or 
otherwise, and to reimburse them for all legal or other 
out-of-pocket expenses (including the reasonable costs of 
investigation and preparation) incurred in connection 
with any use by Licensee of the IP or any other Licensor 
information, materials or technology provided by 
Licensor, which is not specifically permitted by the 
license granted to Licensee hereunder or any other 
non-compliance by Licensee with the terms and conditions 
of this License.


10.     Term.

This revocable License shall commence as of the Effective 
Date and shall continue in full force and effect for a 
term of one (1) year.

11.     Modification and Termination of Services.

Notwithstanding any provision in this License, Licensor 
reserves the right to terminate or cancel this License, 
in full or in part, at any time. Licensor reserves the 
right to change or modify any and all terms of this 
License at any time and for any reason or for no reason 
at all.

12.     Severability.

Should any provision of this License be held to be void, 
invalid, unenforceable or illegal by a court, such 
provision shall be valid and enforceable to the extent 
permitted by law or the applicable rules or bylaws, and 
the validity and enforceability of the other provisions 
shall not be affected thereby. Failure of any party to 
enforce any provision of this License shall not 
constitute or be construed as a waiver of such provision 
or of the right to enforce such provision.

13.  Assignment. 

Licensee may not assign or transfer this License and/or 
any rights and/or obligations hereunder to any other 
person, firm or enterprise, without the prior written 
consent of Licensor, which consent may be withheld in 
Licensor’s sole discretion and any attempt to do so shall 
be void.

14.  Advertising.

Except as specifically set forth in this License, neither 
party shall use the name, service or trademarks, or refer 
to the other, its products and/or services in any 
advertising, publicity releases or marketing 
communication, without prior written approval of such 
other party, provided, however, that Licensor may use 
Licensee’s name or refer to Licensee in any advertising, 
marketing and promotional materials identifying all or 
any portion of Licensor’s customers and clients.

15.     Disclaimer regarding Investment Decisions and 
Trading.

Decisions to buy, sell, hold or trade in futures, 
securities and other investments involve risk and are 
best made based on the advice of qualified financial 
professionals. Any trading in securities or other 
investments involves a risk of substantial losses. The 
practice of "Day Trading" involves particularly high 
risks and can cause you to lose substantial sums of 
money. Before undertaking any trading program, you should 
consult a qualified financial professional. Please 
consider carefully whether such trading is suitable for 
you in light of your financial condition and ability to 
bear financial risks.

16.     No Advice or Solicitation.

The information provided through the IP is for 
informational purposes only and should not be used or 
construed as an offer to sell, a solicitation of an offer 
to buy, or an endorsement, recommendation or sponsorship 
of any company or security by Licensor, subsidiary 
corporations, affiliates, officers, directors, employees 
or agents. You acknowledge and agree that any requests 
for information are unsolicited. You acknowledge and 
agree that neither the services nor any of the 
information made available through the IP is intended to 
supply investment or financial advice. Licensor offers no 
advice regarding the nature, potential value, or 
suitability or any particular security, transaction, 
investment or investment strategy. You acknowledge and 
agree that the use of the IP and any decisions made in 
reliance upon the IP, are made at your own risk.

17.     Choice of Law.

This License agreement shall be interpreted in accordance
with the laws of the State of New York.  Licensee 
acknowledges that, notwithstanding the use of New York 
law for purposes of interpreting this agreement.

18.  Miscellaneous.

(i) Unless otherwise specified, all notices shall be in 
writing and delivered personally, posted, first class 
post, postage prepaid, or delivered by confirmed 
electronic or digital means, to the addresses set forth 
at the beginning of this License and to the attention of 
the undersigned. All notices shall be deemed given on the 
date personally delivered, when placed in the mail as 
specified or when electronic or digital confirmation is 
received. 

(ii) The parties to this License are and shall remain 
independent contractors, and nothing herein shall be 
construed to create a partnership or joint venture 
between them. 

(iii) Headings are solely for reference and shall not 
affect the meaning of any terms.  If any part of this 
License is held invalid, illegal or unenforceable, the 
remaining provisions will be unimpaired.  

(iv) No liability or loss of rights under this License 
shall result to any party from any delay or failure in 
performance (other than payment) caused by “Force 
Majeure” that is circumstances beyond the reasonable 
control of the party affected thereby, including, without 
limitation, acts of God, fire, flood, war, government 
action, compliance with laws or regulations, or delay or 
inability to obtain materials, equipment, software, or 
data provided to such party by third parties.  

(v) No modification, course of conduct, amendment, 
supplement to or waiver of this License or any provisions 
hereof shall be binding upon the parties unless made in 
writing and duly signed by both parties.  

(vi) At no time shall a failure or delay in enforcing any 
provisions, exercising any option or requiring 
performance, be construed to be a waiver. 

(vii) This document constitutes the entire agreement 
between the parties and supersedes any prior or 
inconsistent agreements, negotiations, representations 
and promises, written or oral, unless made fraudulently, 
regarding its subject matter and more specifically the 
provision of the IP.
