London Stock Exchange Member Portal Terms and Conditions
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LONDON STOCK EXCHANGE MEMBER PORTAL AGREEMENT Terms and Conditions - Member In consideration of the mutual promises set out below and intending to be bound, the Parties agree as follows: 1. DEFINITIONS AND INTERPRETATION 1.1 In this Member Portal Agreement, unless the context requires otherwise, the following words shall have the following meanings: Authorised User means any User or Super User; Commencement Date means the date the Exchange authorises the Customer to access the Member Portal; Customer means the person or entity named in the Member Portal Order Form; Data Protection Laws means, in relation to any Personal Data which is Processed in the performance of the Agreement, the EU Data Protection Directive 95/46/EC until 25 May 2018 and the General Data Protection Regulation (EU) 2016/679 ("GDPR") on and from 25 May 2018, including any applicable legislation which substantially replaces or supersedes the foregoing, and “Personal Data”, "Process/Processing", "Data Controller", "Data Processor", "Data Subject", "Personal Data Breach" and "Special Categories of Personal Data" shall have the same meaning as in the Data Protection Laws; Exchange means London Stock Exchange plc trading as the “London Stock Exchange” a company incorporated under the laws of England with company registration number 02075721 with its registered office at 10 Paternoster Square, London, EC4M 7LS; Exchange Confirmation means acceptance of a Member Portal Transaction by the Exchange via the Member Portal; Exchange Contracts means any and all contracts between the Customer and the Exchange that the Customer is able to make technical, configuration or other changes to via the Member Portal; Force Majeure Event means, in relation to a Party any event which is not reasonably foreseeable, and which is beyond that Party’s reasonable control, and which prevents or limits the ability of that Party to meet its obligations under this Member Portal Agreement; Information means any and all data in any form available to the Customer via the Member Portal; Intellectual Property Rights means all right, title and interest in and to: (i) trade marks, service marks, brand names, logos and other indications of origin, the right to sue for passing off and the goodwill associated with the foregoing; (ii) inventions, patents, trade secrets, know-how, processes and systems; (iii) design rights, copyright, database rights, moral rights; and (iv) any other intellectual property or similar proprietary rights in any jurisdiction, in each case whether registered or unregistered, whether in existence now or in the future and any other similar or analogous rights and any application or right to apply for registration or renewal of any such rights; Member Portal means the online platform the Exchange provides to Customers and Service Providers as made available by the Exchange; Member Portal Agreement means these Terms and Conditions together with the Member Portal Order Form; Member Portal Order Form means the Member Portal Order Form; Member Portal Services has the meaning set out in clause 3.5 of this Agreement; Member Portal Transaction means any and all orders or actions sent or taken in respect of the Member Portal via a User ID associated with the Customer in respect of which the Exchange has given Exchange Confirmation; Membership Date means the date on which the Exchange notifies the Customer that it is a member of the Exchange and makes the Member Portal Services fully available to the Customer; Party means the Exchange and the Customer, together the ‘Parties’; Profile means the level of access and authorisations elected by the Customer in respect of each Authorised User; Service Provider means a third party that offers services to the Customer, confirmation as to the identity of each such Service Provider also being accessible to the Customer via the Member Portal; Super User means the person selected as the Super User by the Customer in the Member Portal Order Form, and any other Super User appointed from time to time in accordance with clause 5; Term means the term of the Agreement as determined in accordance with clause 2.1; Terms and Conditions means the terms of this Agreement; User means each person provided with access to the Member Portal by the Customer; and User ID means a secure password and email address from time to time selected by and unique to each Authorised User for access to the Member Portal on behalf of the Customer. 1.2 Where the context so admits or requires words denoting the singular include the plural and vice versa and words denoting any gender include all genders. 1.3 References to clauses are to clauses of this Terms and Conditions for Members for the Member Portal. 1.4 A “person” includes any individual, company, corporation, firm partnership, joint venture, association, organisation or trust (in each case, whether or not having separate legal personality) and references to any of the same shall include a reference to the others. 1.5 Any statute or statutory provision includes, except where otherwise stated, the statute or statutory provision as amended, consolidated, re-enacted or replaced from time to time, and includes any subordinate legislation made under the statute or statutory provision (as so amended, consolidated or re-enacted). 2. TERM 2.1 This Member Portal Agreement shall commence on and from the Commencement Date, and unless terminated in accordance with Clause 14, shall continue in full force and effect perpetually, provided that the Member Portal Agreement shall (unless the Exchange agrees otherwise in writing) expire if the Customer is not granted membership of the Exchange within twelve months of the date of submitting its application for such membership. 3. MEMBER PORTAL 3.1 The Exchange agrees to make the Member Portal available to the Customer subject to the terms and conditions in this Member Portal Agreement. 3.2 On and from the Commencement Date, the Customer shall be provided with only limited access to the Member Portal in so far as is necessary as determined by the Exchange to access and utilise the Member Portal for the purposes of applying for membership of the Exchange. On and from the Membership Date, the Customer shall be provided with access to the Member Portal and Member Portal Services in so far as is necessary for the Customer’s needs as determined by the Exchange. Customers who are already members shall be provided with access to the Member Portal and Member Portal Services in so far as is necessary for the Customer’s needs as determined by the Exchange from the Commencement Date. 3.3 Subject to Clause 3.4, in consideration for the payment of £1 (receipt of which by the Exchange is hereby acknowledged) and of the Customer agreeing to access and utilise the Member Portal and abide by the terms of this Member Portal Agreement and for the benefits the Exchange and Customer shall obtain via the Member Portal Agreement (which both Parties hereby acknowledge and agree is good and valuable consideration), the Exchange hereby grants to the Customer for the Term a limited, revocable, non-exclusive, non-transferable licence for the Customer only to provide its appointed Authorised Users with access to the Member Portal and the Information in accordance with the Profiles to the extent necessary to utilise the Member Portal Services for the Customer’s own internal business purposes. 3.4 The Exchange reserves any and all rights in and to the Member Portal and Information except for those limited rights expressly granted in Clause 3.3. 3.5 The Member Portal enables the Customer: 3.5.1 to view the Information; 3.5.2 to apply for membership of the Exchange electronically by filing the necessary membership documents for consideration and approval by the Exchange via the Member Portal; 3.5.3 subject always to Exchange Confirmation, to manage and amend Customer information concerning the Customer’s membership profile; 3.5.4 subject always to Exchange Confirmation, to enter into New Contracts with the Exchange electronically via the Member Portal rather than by way of hard copy agreement; and 3.5.5 to access and utilise any and all other services made available to the Customer by the Exchange via the Member Portal from time to time, (together the “Member Portal Services”). 3.6 The Member Portal Services may change from time to time as the Exchange develops the Member Portal. 4. CUSTOMER’S UNDERTAKINGS 4.1 The Customer shall and shall procure that all persons accessing the Member Portal via the Customer (including each and every Authorised User) shall comply with the terms and conditions of the Member Portal Agreement at all times when accessing or utilising the Member Portal or any Information derived from it. 4.2 The Customer acknowledges and agrees that: 4.2.1 the terms and conditions of this Member Portal Agreement apply to any and all access to and use of the Member Portal by the Customer and its Authorised Users; 4.2.2 it shall be responsible for and shall manage and control all of the Customer’s access to and use of the Member Portal including via its allocated Authorised Users and User IDs; 4.2.3 it shall only provide access to the Member Portal to its Authorised Users; 4.2.4 it shall not disclose or distribute access to the Member Portal directly or indirectly to any third party except as explicitly permitted in accordance with this Member Portal Agreement; 4.2.5 at all times it shall be responsible for checking the accuracy and completeness of all information relating to the Customer on the Member Portal;