bondIT EULA - bondit

bondIT End User License Agreement

Last updated: Nov 2022

1. General 1.1 This End User License Agreement (the "EULA") is a legal binding agreement between, the person, company, or organization ("You") and Bond I.T. Ltd, a company organized under the laws of the State of Israel, registration number 514679166, and/or its affiliates ("BondIT", "Company” “we”, “us” or “our”) and sets forth the terms of the license under which You may use the financial analytical platform (the "Platform") provided through BondIT's website www.bonditglobal.com and www.bonditsolutions.com (the "Website") or any other services offered by the Company (All shall hereinafter be collectively referred to as the “Service” or “Services”). 1.2 The BondIT Services provides comprehensive and proprietary analytical solutions for the fixed income investments market. BondIT uses its proprietary technology in order to construct an algorithmically optimized portfolio from a global asset universe based on user-entered dynamic target constraints. 1.3 Your access to and use of the BondIT's Services shall be subject to the terms and conditions of this EULA, along with BondIT's Terms of Use and Privacy Policy, as amended from time to time, as they both appear on the Company's Website and (collectively the "Terms"). By accessing any of BondIT's Services, You agree to be bound by these Terms, which are incorporated by reference into this EULA. If You do not agree to this EULA or any applicable Terms, You may not access or use the Services in any way. 1.4 The preamble to this EULA and all its attachments are integral and inseparable parts hereof. Section headings are for guidance purposes only and shall not be used in the interpretation of this EULA. 1.5 Please read the terms and conditions of this EULA carefully, and indicate Your acceptance by choosing "I Accept" once you are registering your user. By choosing "I Accept", You are accepting and agreeing to be bound by all the terms of this EULA. 2. License and Permitted Use 2.1 Subject to the terms and conditions set forth in this EULA, the Company hereby grants You a revocable, non-transferable, non-exclusive, limited license to access and use the Services, as an authorized user. Any and all rights not expressly granted herein are reserved by BondIT. 2.2 The Platform, Website and Services allow You, solely for Your internal business purposes to: 2.2.1 Upload data into Your Portfolios 2.2.2 Analyze Your existing Portfolios 2.2.3 Apply dynamic constraints for Portfolio re-allocation and optimization 2.2.4 Monitor and rebalance Your Portfolios (All shall hereinafter be referred to collectively as the "Permitted Use"). 2.3 Except where expressly permitted, You may NOT (i) copy, modify, translate, reverse engineer, reproduce, decompile, disassemble or create derivative works based on the Services (ii) distribute, duplicate, transfer, sub-license, rent, lend, transmit, sell, re-circulate, display, repackage, assign, lease, sub – lease, resell, publish, upload, post, transmit, commercially exploit or otherwise make available all or any portion of the Services and any data, information, analysis or presentation included therein, by whatever means to any other person or entity (iii) remove any of our copyright or trademark notices from all or any portion of the Services. 2.4 You may make copies of the output derived out of the Platform for backup purposes. You must reproduce on any such copy all copyright notices and any other proprietary legends as appear on the original copy. 2.5 You hereby agree that BondIT may at any time and at its sole discretion, audit Your use of its Services in order to verify Your compliance with these terms. In the event that such an audit reveals any non-compliance on Your part to the Terms, then without derogating from any other remedy at the Company's disposal, then this EULA shall terminate immediately as provided in section 9.3. 3. License Restrictions - Representations and Warranties By accessing BondIT's Services, You hereby declare, represent, warrant, acknowledge, understand and agree: 3.1 That You are at least 18 years old, and you are at the age of legal consent in Your jurisdiction and eligible for engaging in financial investment activities under the laws of any jurisdiction that applies to You in Your place of residence. 3.2 That You are of sound mind, able and authorized to enter into legally binding contracts. 3.3 That the laws relating to financial instruments vary throughout the world, and You are solely responsible for ensuring that You fully comply with any other applicable law, regulation or directive, relevant to Your country of residency, while using BondIT's Services. In no event shall BondIT be liable to You for any action, inaction, decision or ruling of any exchange, market, clearing house or regulatory or self-regulatory authority. 3.4 You will use our Services only for legal and proper purposes and in accordance with BondIT's Terms and any other applicable guidelines. 3.5 That You will not allow any third party access to the Services, Platform or Website using Your log-in information. 3.6 To the use of electronic communications in order to: (i) enter into contracts, (ii) place orders and other records, (iii) the delivery of notices, policies and records of transactions initiated by or completed by email or online through BondIT's Website. Furthermore, You hereby waive any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law. You may print a copy of any electronic communications and retain it for Your records. BondIT assumes no responsibility and expressly disclaims all warranties of any kind or type relating to any output (physical or electronic) You obtain through our Website. 3.7 To provide the Company with complete, accurate and up-to-date information, including but not limited to Your e-mail addresses, contact and other information related thereto and to maintain and update us promptly of any changes in this information. We reserve the right to verify Your registration details, such as name, address, age, contact details and payment methods used, at any time, by requesting certain documents. These documents may include an identity card, proof of address such as a utility bill, and proof of Your payment method. If deemed necessary, we may request that the said document copies are notarized, meaning that the documents are stamped and attested by a Public Notary. In the event our requests for documents are not completed by You, the Company may at its sole discretion terminate this EULA. Should the documents fail our internal security checks – for example, if we suspect that they have been tampered with, or are in any way provided to mislead or misrepresent – we shall be under no obligation to accept such documents as valid, and under no obligation to provide feedback on the exact nature of our findings with regards to these documents. 3.8 To properly load Your information into Your Portfolio. BondIT shall not be responsible to upload Your Information, or for the accuracy of any such upload, including in the event any third party upload script or mechanism. Furthermore BondIT shall not be liable or responsible for any corruption of Your information during or after it is loaded. 3.9 That by accessing our Services through Your personal computer and, or digital device makes You the strictly and solely liable for the integrity and proper storage of any data associated with our Services. By using our Services, You represent and warrant to us that You have installed and implemented appropriate means of protection relating to the security and integrity of Your computer and digital device, SW & HW, and that You have taken appropriate action to protect Your system from computer viruses or other similar harmful or inappropriate materials, devices, information or data. We will not be liable to You in the event that Your computer, and digital device system fails damages, destroys and/or formats Your records and data. 3.10 That You are responsible for any content, information and material that You upload, submit, transmit or print through our Website, and any other communications or content options available by BondIT, including Your responsibility as to the legality, reliability, appropriateness, originality and copyright of any such information or material. Additionally, You represent and warrant that: (i) You own or are licensed to use all right, title and interest in any content provided by You, and (ii) that if we post any of Your content (in any manner or media whatsoever, on an unrestricted basis) does not (and will not) it will not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any individual or make derogatory remarks regarding, defame or otherwise criticize any person or entity. You shall be solely liable for any damage resulting from any infringement or other violation of the copyrights, trademarks, other proprietary rights or civil rights violations, and for any other harm or losses resulting from any content. 3.11 BondIT does not claim ownership in the content of Your communications. Without derogating from the foregoing, if You make communications through BondIT's Website, You irrevocably grant us worldwide, perpetual, royalty-free, sub-licensable right and license to store, copy, reproduce, adapt, reformat, create derivative works of, transmit, disseminate and display such communications through Your Portfolio, for the purpose of providing You with our Services, and to make such incidental and additional uses as may be needed to operate the Website through any media or technology now known or hereafter created. 3.12 We reserve the right to change or modify any of our Terms, Services or any features and functionality provided therein, from time to time, without prior notice to You (except where required by law). We will communicate to You any such change or amendment via any of the the Platform, the Website or by Email as referred to in Section 3.6 above. 3.13 Your use of the Services is subject to the most current version of any of the Terms at the time of such use. 3.14 That the Company shall not be liable to You or any third party for any modification to, suspension of or discontinuance of the Platform, Website or the Services. This section shall remain in full force and effect, surviving any termination. 3.15 You will NOT perform any of the following: (i) break into, access or attempt to break into or access or otherwise circumvent the Company's security measures; (ii) use our Services for illegal purposes; (iii) use our Services to transmit anything that is unlawful, libelous, intended to harass or violate the rights of another; (iv) resell or make any commercial use of our Website, Platform or Services; (v) reverse engineer or decompile any technology, source code or any other information associated with the Platform, Website or Services including but not limited to any software applications, Java applets or plug-ins associated with the Services; (vi) You may not use our Services to develop any product or derivative Service whether or not it has the same primary function as our Platform. The above mentioned shall include any forbidden use of robot, spider, webcrawler, scraper, deep link or similar automated extraction or data gathering mechanism, program or tool to access, copy or monitor our Website or any portion thereof without our prior written consent; (vii) post or transmit any file or email which contains viruses, worms, trojan horses, malware or any other damaging or destructive elements; or (viii) transfer or resell our Platform or Services; or (ix) publish, disclose or use any of the Company's proprietary information. 3.16 That Your use of the Services requires and is based on Your knowledge, professional experience, understanding in financial markets, and their behaviors. Furthermore You are aware that all investments, including bonds and other fixed income instruments is a dynamic arena and they are subject to various markets, currency fluctuation different financial reporting standards, economic, political, business and other risks and that You can actually bear the loss of any money invested and properly understand the associated risks that are inherent to trading contracts for differences in relation to foreign currencies, securities, commodities and indices. 3.17 Notwithstanding the aforementioned, BondIT shall not be liable to You or any third party whatsoever regarding to the use of our Services including, without limitations, for any of the following situations: (1) any unauthorized use or transactions; (2) any failure to access or log-on to our Website as a result of any action or omission made by You, any third party or acts of god and force majeure events; or (3) for the use of any content, information and material that You submit, transmit or print through our Website and any other communications, or content options available by us. 4. Offered Information BondIT shall provide You with a chart which will contain securities' quotes that may fit Your preferences according to the criteria and parameters You input into Your Portfolios (the "Offered Information"). Without derogating from the aforementioned, You understand and acknowledge that: 4.1 All Offered Information are indicative only, and reflects "dealing" information. Therefore, any prices or other information displayed on any chart made available by BondIT in the Platform are current as at the time provided or displayed. The Offered Information is provided for information purposes only and will not constitute an offer by BondIT to buy or sell any product or instrument at that price. 4.2 The Offered Information shall be set and displayed by BondIT, at its absolute discretion. 4.3 While BondIT takes into account the underlying asset price, the Offered Information is subject to volatility and market fluctuations. BondIT is under no obligation to ensure that the Offered Information it provides, is within any specific percentage of the underlying asset price. When the underlying market or exchange is closed, the Offered Information will reflect only what BondIT believes to be the current relevant information at that time. 4.4 Furthermore, BondIT shall not be obligated to immediately update the information displayed on its Website and/or to continue to provide the Offered Information and/or any other tool or feature. Therefore, BondIT shall not be liable for the termination, interruption, delay or inaccuracy of any market information. 5. Ownership 5.1 In this EULA, “Intellectual Property” means any patent rights, trademark rights, service mark rights, trade name rights, copyright rights, trade secrets, proprietary rights and processes, any inventions (whether patentable or not), invention disclosures, improvements, proprietary information, know how, technology, technical data, proprietary processes and formulae, algorithms, specifications, customer lists and supplier lists, any industrial designs and any registrations and applications therefor, Internet domain names, Internet and World Wide Web URLs or addresses, any mask works, mask work registrations and applications therefor, and any equivalent or similar rights in semiconductor masks, layouts, architectures or topology, computer software, source code, object code, firmware, development tools, files, records and data, any schematics, netlists, test methodologies, test vectors, emulation and simulation tools and reports, hardware development tools, and any rights in prototypes, breadboards and other devices, any databases and, data collections and any rights therein, any moral and economic rights of authors and investors, however denominated, and any similar or equivalent rights to any of the foregoing, and any tangible embodiments of the foregoing whether as an independent work or as an underlying work serving as a basis for any application, and all copies thereof. 5.2 The foregoing license gives You a limited license to use the Services. BondIT and its suppliers retain all right, title and interest, including all Intellectual Property rights, in and to, the Website and Platform. All rights not specifically granted in this EULA, are reserved by BondIT and its suppliers. 5.3 BondIT is the sole and exclusive owner of all the images displayed on its Website. You may not use these images in any way other than the manner provided, unless otherwise stated. Nothing contained on our Website shall be construed as granting, by implication or otherwise, any license or right to use any Intellectual Property without our written permission or to the permission of any such third party that may own the Intellectual Property or any part thereof. 5.4 Except as expressly provided herein, You may not, without our prior written consent, alter, modify, reproduce, distribute or commercially exploit any materials or information presented or used through the Website and/or Platform, including but not limited to text, graphics, video, audio, software code, user interface design or logos.. 5.5 This section 5 shall remain in full force and effect, surviving any termination of this EULA. 6. Use of Services - Disclaimers You represent, warrant, understand, acknowledge and agree that: 6.1 Your use of our Services is at Your own risk and that by using our Services, you agree to be fully, independently and personally liable for each transaction that You performed based on the Offered Information. 6.2 BondIT's Services do not be construed as financial, investment, legal, tax or other advice of any kind, nor should they be regarded as an offer, recommendation, or as a solicitation of an offer to buy, sell or otherwise deal in any bond's investment. 6.3 BondIT represents that the services provided to You are “as is” and “as available” and the Company makes no warranty or representation, whether express or implied (whether by law, statute or otherwise), including but not limited to implied warranties and conditions of merchantability, satisfactory quality, fitness for a particular purpose, completeness or accuracy of the services or the software or infringement of applicable laws and regulations. The entire risk as to the use, quality and performance of the Platform and Website lies with You. 6.4 Notwithstanding the aforementioned, you should be aware that we are constantly improving and modifying our Services to keep up to date with market expectations, technology improvements, applicable law and marketplace practices. Therefore, our Website may suffer certain failures, malfunction, discrepancies and omissions. You understand and acknowledge that BondIT may not be able foresee or anticipate in advance, technical or other difficulties which may result in such failures related, but not limited to (1) the Platform; (2) the Website; (3) obtaining data, or any other service interruptions. Therefore, BondIT assumes no responsibility and is expressly disclaim all warranties of any kind as to the timeliness, accuracy, deletion, failure to store or to deliver any user data, communications or personalization settings. 6.5 You are aware that in some circumstances the use of the internet can at times be unreliable and at times You may experience trouble connecting. Notwithstanding, and recognizing the above, You hereby undertake that We will not be liable, and You will not hold or seek to hold us or any of our officers, employees agents or service providers liable, for any technical problems, system failures and malfunctions, communication line failures, equipment or software failures or malfunctions, system access issues, system capacity issues, high internet traffic demand, security breaches and unauthorized access, and other similar computer problems and defects. We do not represent, warrant, guarantee or claim that You will be able to access or use our Service at all times and from any location. 6.6 BondIT makes no warranty that the Platform or the Website are free of viruses or bugs or represents the full functionality, accuracy, reliability of the Services or as to results or the accuracy of any information obtained by You through the services. 6.7 BondIT may, but is not in any way obligated to: copy, store or archive Your user information or any part thereof, at its sole discretion, for its own further use. 6.8 You understand and acknowledge that financial data provided on our Website is either acquired from external market data providers or acquired from public domain sources including the common and known media channels (“Data Providers”) and consequently BondIT assumes no responsibility and expressly disclaims all warranties of any kind as to the overall integrity and quality of the financial data and does guarantee the accuracy or timeliness of the financial data, used to provide the Services, or any possible implications derived thereby. 6.9 Furthermore, we may provide You, from time to time, with links to other websites, circulate newsletter, adverts or provide You with third parties' information for Your convenience. By doing so, we are not endorsing, giving any representation, warranting, guaranteeing or sponsoring the accuracy, correctness, timeliness, completeness, suitability of such information for You or as to the effect or consequences of such information on You. Use of any such third party materials is subject to the terms and conditions of any such third party. 7. Third Party Software and Service Providers 7.1 To facilitate our provision of the Platform and Services, we license software, tools and services from third-party providers. As a result of the aforementioned, You hereby expressly acknowledge that You are aware to the fact that BondIT may disclose and share any of Your personal information with these Third Party Providers, at its sole discretion, and as necessary for the purpose of providing You with our Services and agree to the aforementioned. For more information please refer to the Company's Privacy Policy as it appears on the Website. 7.2 You acknowledge that the Company may be subject to mandatory contractual obligations towards third party service providers that govern your use of the Platform and Services. Such obligations do not materially deviate from those set forth by the terms of this EULA. Third parties may enforce their rights against you as a third-party beneficiary of this EULA, even if they are not a party to this EULA, provided that such third party shall have no greater rights than granted to the company under this EULA. Third parties currently licensing data and information to Company are: · S&P Global Market Intelligence LLC · Moody’s Analytics UK Limited („Moody’s”) · ICE Data Services Europe Limited (“ICE”) · CUSIP Global Services (“CGS”) 7.4 Company is subject to mandatory contractual obligations towards Moody’s requiring to integrate the following provisions into this EULA: (a) Credit ratings issued by Moody's Investors Service, Inc. and its ratings affiliates (“MIS”) are Moody’s current opinions of the relative future credit risk of entities, credit commitments, or debt or debt-like securities, and credit ratings and research publications published by Moody’s (“Moody’s publications”) may include Moody’s current opinions of the relative future credit risk of entities, credit commitments, or debt or debt-like securities. Moody’s defines credit risk as the risk that an entity may not meet its contractual, financial obligations as they come due and any estimated financial loss in the event of default. Credit ratings do not address any other risk, including but not limited to: liquidity risk, market value risk, or price volatility. Credit ratings and Moody’s opinions included in Moody’s publications are not statements of current or historical fact. Moody’s publications may also include quantitative model based estimates of credit risk and related opinions or commentary published by Moody’s Analytics, Inc. Credit ratings and Moody’s publications do not constitute or provide investment or financial advice, and credit ratings and Moody’s publications are not and do not provide recommendations to purchase, sell, or hold particular securities. Neither credit ratings nor Moody’s publications comment on the suitability of an investment for any particular investor. Moody’s issues its credit ratings and publishes Moody’s publications with the expectation and understanding that each investor will, with due care, make its own study and evaluation of each security that is under consideration for purchase, holding, or sale. Moody’s credit ratings and Moody’s publications are not intended for use by retail investors and it would be reckless for retail investors to consider Moody’s credit ratings or Moody’s publications in making any investment decision. If in doubt you should contact your financial or other professional adviser. (b) MIS, a wholly-owned credit rating agency subsidiary of Moody’s Corporation (“MCO”), hereby discloses that most issuers of debt securities (including corporate and municipal bonds, debentures, notes and commercial paper) and preferred stock rated by MIS have, prior to assignment of any rating, agreed to pay to MIS for the rating opinions and services rendered by it fees ranging from $1,000 to approximately $2,700,000. MCO and MIS also maintain policies and procedures to address the independence of MIS's ratings and rating processes. MCO annually publishes on its website at www.moodys.com disclosures regarding certain affiliations that may exist between directors of MCO and rated entities, and between entities who hold ratings from MIS and have also publicly reported to the SEC an ownership interest in MCO of more than five percent (5%). Although certain of the products licensed hereunder are designed to predict what an MIS rating would be based on certain assumptions, financial and portfolio data and/or other variable inputs, the output from such products may or may not reflect a MIS rating actually assigned to such security or issuer, whether or not any of the assumptions or other data are correct, or the ultimate events related thereto differ materially from the factors used as inputs to such products. Nothing in this EULA will compel MIS to assign, as a result of the use of the Platform, a particular rating or any revision thereof to you or any securities, debt or other instruments. You understand that MIS may at any time refuse to issue any rating, or, if already issued, revise or withdraw such rating. You further agree not to represent, imply or otherwise suggest that any output from such products constitutes or affects an MIS rating, rating action, or opinion. You expressly agree, on behalf of yourself and each other person or entity that you permit to use any information ("User"), that (a) the credit ratings and other opinions, and valuations, quotes, statistical, quantitative or other information contained in the Platform are, and will be construed solely as, statements of opinion and not statements of fact or recommendations to purchase, hold or sell any securities, (b) the information provided in the Platform will be weighed solely as one factor in any investment decision made by or on behalf of your or any User, and (c) you will accordingly make your own study and evaluation of each security, and of each issuer and guarantor of, and each provider of credit support for, each security that you may consider purchasing, holding or selling. You agree, on behalf of yourself and each User, that (i) none of the credit ratings and other opinions, and valuations, quotes, statistical, quantitative or other information contained in the Platform, or any statements or disclosures by Moody’s to you or a User regarding the foregoing, shall create any duty of care on the part of Moody’s or any Moody’s Affiliate to you, (ii) neither Moody’s nor any Moody’s Affiliate is acting as a financial adviser to you, and (iii) none of the credit ratings and other opinions, and valuations, quotes statistical, quantitative or other information contained in the Platform (whether in oral or written form) or statements or other communications supplied by Moody’s or any of its employees, representatives or agents shall constitute a representation or a warranty, or the provision of investment advice. (c) You acknowledge and understand that the Moody's Ratings Delivery Service is not a real-time service, and that it may not reflect the most recent changes to ratings and other information published by Moody’s Investors Service (“MIS”), until MIS completes its regularly scheduled updates to the service. Users of this service must refer to the official MIS press release announcements of ratings and related changes available on its website to receive up to date information. 7.5 Company is subject to mandatory contractual obligations towards ICE requiring to integrate the following provisions into this EULA: a) ICE and its suppliers make no warranties; express or implied, as to merchantability, fitness or any other matter and shall have no liability to you or any third party for any errors, omissions or malfunctions in the services. b) You acknowledge that the Services are intended for use by institutional investors, registered brokers, professionals and others of similar sophistication and experience. c) You accept responsibility for, and acknowledge you exercise your own independent judgment in, your selection of any Services, your selection of the use or intended use of such, and any results obtained. Nothing contained herein shall be deemed to be a waiver of any rights under applicable securities law. d) You shall indemnify ICE and its suppliers against and hold ICE harmless from any and all losses, damages, liability, costs, including attorney’s fees, resulting directly or indirectly from any claim or demand against ICE or its suppliers by a third party arising out of or related to any Services received by you, or any data, information, service, report, analysis or publication derived therefrom. Neither ICE nor its suppliers shall be liable for any claim against you by a third party. e) ICE and its third party suppliers shall constitute third party beneficiaries hereunder. f) Unless otherwise agreed to in writing, the Data may be used by you solely for internal use and benefit within the Platform. Use of the Data expressly excludes, without limitation, the following, unless express prior authorization, in writing, by ICE: Use to create or assist in the creation of any index; Use for fund valuation purposes, including but not limited to, fund accounting, net asset value and indicative net asset value calculations; Use in the construction of a security master or cross-reference database; Further dissemination in any form to any other third party, use of the Data for a joint venture to which you are a party; Use in replacement of any data received by you directly or indirectly from ICE under any other agreements you may have with ICE, or another third party service provider or distributor whereby you receive ICE’s data or information; Use of in the construction of data, products or services that may compete with data, products or services available from ICE and/or its affiliates. g) Where applicable, You agree to keep records concerning the use of ICE’s Data. ICE and/or its Third Party Suppliers, either directly or through a third party independent auditor, are hereby granted the right to (i) audit and examine, upon reasonable notice, your books, records and applicable computer equipment and software used by yourself in connection with the installation, maintenance, accessing, delivery, transmission, reception, retrieval or use by you of ICE’s Data, and (ii) observe, upon reasonable notice, operations conducted by you relating to the use of this Data. This right will be exercised by ICE not more than once during any twelve (12) month period pursuant to any reasonable security or confidentiality provisions at your request. h) In the event that you at any time receive Data from ICE containing evaluations, rather than market quotations, for certain securities or certain other data related to such securities, the following provisions will apply: (i) evaluated securities are typically complicated financial instruments. There are many methodologies (including computer-based analytical modeling and individual security evaluations) available to generate approximations of the market value of such securities, and there is significant professional disagreement about which is best. No evaluation method, including those used by ICE, may consistently generate approximations that correspond to actual “traded” prices of the instruments; (ii) ICE’s methodologies used to provide the pricing portion of certain Data may rely on evaluations; however, you acknowledge that there may be errors or defects in ICE’s software, databases, or methodologies that may cause resultant evaluations to be inappropriate for use in certain applications; and (iii) you assume all responsibility for edit checking, external verification of evaluations, and ultimately the appropriateness of use of evaluations and other pricing data provided via the Service in your applications, regardless of any efforts made by ICE in their respect. You shall indemnify and hold ICE completely harmless in the event that errors, defects, or inappropriate evaluations are made available via the Service or the Data. 7.6 You agree and acknowledges that the CUSIP Database and the information contained therein is and shall remain valuable intellectual property owned by, or licensed to, CUSIP Global Services (“CGS”) and the American Bankers Association (“ABA”),and that no proprietary rights are being transferred to you in such materials or in any of the information contained therein. Any use outside of the platform requires a license from CGS, along with an associated fee based on usage. you agree that misappropriation or misuse of such materials will cause serious damage to CGS and ABA, and that in such event money damages may not constitute sufficient compensation to CGS and ABA; consequently, you agree that in the event of any misappropriation or misuse, CGS and ABA shall have the right to obtain injunctive relief in addition to any other legal or financial remedies to which CGS and ABA may be entitled. You agree not publish or distribute in any medium the CUSIP Database or any information contained therein or summaries or subsets thereof to any person or entity except in connection with the normal use of the Platform. You further agrees that the use of CUSIP numbers and descriptions is not intended to create or maintain, and does not serve the purpose of the creation or maintenance of, a master file or database of CUSIP descriptions or numbers for itself or any third party recipient of such service and is not intended to create and does not serve in any way as a substitute for the CUSIP MASTER TAPE, PRINT, DB, INTERNET, ELECTRONIC, CD-ROM Services and/or any other future services developed by the CGS. Neither CGS, ABA nor any of their affiliates make any warranties, express or implied, as to the accuracy, adequacy or completeness of any of the information contained in the CUSIP database. All such materials are provided to subscriber on an “as is” basis, without any warranties as to merchantability or fitness for a particular purpose or use nor with respect to the results which may be obtained from the use of such materials. Neither CGS, ABA nor their affiliates shall have any responsibility or liability for any errors or omissions nor shall they be liable for any damages, whether direct or indirect, special or consequential, even if they have been advised of the possibility of such damages. In no event shall the liability of CGS, ABA or any of their affiliates pursuant to any cause of action, whether in contract, tort, or otherwise, exceed the fee paid by subscriber for access to such materials in the month in which such cause of action is alleged to have arisen. Furthermore, CGS and ABA shall have no responsibility or liability for delays or failures due to circumstances beyond their control. 8. Fees and Charges 8.1 In consideration of the rights granted to You in this EULA and the applicable addendums, You agrees to pay BondIT the agreed fees. 8.3 In the event this Agreement is terminated, You shall pay all the Fees, taxes and other sums owed to BondIT in respect to the period up to the date of such termination within 7 days thereafter. 8.4 In the event of any termination made by BondIT pursuant to Sections 9.3(i) or 9.3(iv) BondIT will not refund You for any Fees paid prior to the date of such termination. Otherwise, BondIT shall refund You for the fees paid in advance for the remainder of the Term (As defined below). 9. Term and Termination 9.1 This EULA shall be effective upon the completion of the registration process (the "Acceptance Date") to the Platform. 9.2 You may terminate the Term of this EULA earlier by sending us a 10 days prior written notice (the "Early Termination"). 9.3 BondIT may terminate this EULA immediately and revoke Your License rights at any given time, upon: (i) a breach by You of any term of this EULA or the Terms; (ii) if we believe we are required to do so by law (for example, where the provision of the Services to You is, or becomes, unlawful); (iii) if we no longer offer any of the Services You utilize; (iv) if You no longer agree to the terms of this EULA or any other Terms; or (v) for any other reason or no reason at all, in our sole and absolute discretion. 9.4 An Early Termination will not affect any of our rights or Your obligations, as applicable, prior to termination. 10. Governing Law and Venue These EULA and any Services provided hereunder will be governed exclusively by the laws of the State of Israel, excluding its provisions on conflicts or choice of law. You irrevocably and unconditionally consent to submit all claims, disputes or demand deriving from the EULA, Services or Terms to the exclusive jurisdiction and venue of the competent courts of Tel Aviv-Jaffa, Israel. 11. Assignment 11.1 You have no right to assign or transfer this Agreement or Your rights or obligations hereunder. 12. Waiver and Severability 12.1 The failure of BondIT to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. 12.2 If any provision of this EULA shall be determined to be invalid or unenforceable by any court of competent jurisdiction or under any rule, law, or regulation of any governmental agency, such determination or declaration shall have no effect on the remaining terms hereof which shall remain in full force and effect. 13. Entire Agreement 13.1 These EULA and any other documents referred to herein, represents the entire understanding between both You and BondIT regarding the Services and the subject matter hereof and supersedes any prior statements or representations. In the event of a conflict between these EULA and any other Terms, these EULA shall prevail unless specifically indicated otherwise.