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SPECIAL TERMS FOR DEVELOPERS COMMUNITY PAGES (“Agreement”)
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We want everyone in the developer community to enjoy their experience on our website. As such, we will set out some minimum obligations for all users
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YOUR CONTRIBUTIONS TO OUR WEBSITE
If you contribute any material (“Contribution(s)”) to our website, you agree that any material you contribute will:
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INTELLECTUAL PROPERTY RIGHTS
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Any Contributions made to the online community are not protected against the risks of misappropriation and/or piracy, for which we shall not be liable. You are responsible for taking all appropriate steps to protect such data, as applicable. Again, please note that the forum is publicly accessible.
The Website is our exclusive property and our intellectual property rights are set out above (See Copyright and Trademark section). You agree to not use or exploit the content of our website in any manner inconsistent with any of the rights granted or restrictions set forth herein, including, without limitation, prohibitions on downloading, redistribution, alteration, deletion and deactivation of any content protection mechanisms. You must not modify, enhance, edit, translate, adapt, reverse engineer, decompile, disassemble, or create derivative works based upon or otherwise alter in part or in full any Thomson Reuters content. All rights not expressly granted herein are reserved for Thomson Reuters.
ACCESS TO OUR WEBSITE
We hope that our website may be accessed 24/7. However we cannot guarantee that this will be the case and there may be scheduled or unscheduled interruptions, periods of maintenance or events outside our control which impact the website. We do not warrant that your access to our website will be uninterrupted or error free and as such we shall not be liable for damage or loss of any kind related to your use or inability to use our website.
FREE TRIALS AND TESTING
The following terms apply to any free trials or testing offered over this website, subject to your signing up to a freestanding Application Development Agreement with Thomson Reuters which will take precedence upon execution.
Authorised Users means those individuals employed by a Member and notified to Thomson Reuters.
Beta Application means any software application(s) or products owned by Member that Member intends to develop for the sole purpose to test its interface with the TR Product. A description of any such Beta Application must be approved in advance by TR (including through any online registration process made available by TR).
Beta Interface means the software interface between the Beta Application and the TR Product that Member intends to develop solely for testing purposes using the TR Development Software. A description of any Interface must be approved in advance by TR (including through any online registration process made available by TR).
Claim means any claim, demand, cause of action, debt or liability.
Confidential Information means information in any form (including, but not limited to, models, software and computer outputs), whether written or oral, of a business, financial or technical nature which is marked or otherwise indicated as being or is, or ought reasonably to be known to be, confidential and which is disclosed by TR or Member (the Disclosing Party) or any member of the Disclosing Party’s Group to the other (the Receiving Party) or any member of its Group through their dealings with each other. In this definition and for the purposes of clause 6, Group means, with respect to TR, TR Group and its advisers, agents and representatives and, with respect to Member, Member itself, its holding companies and subsidiaries, subsidiaries of such holding companies from time to time and its advisers, agents and representatives.
Documentation means the installation documentation and instructions provided by TR for any TR Materials, including any copies or excerpts thereof.
Intellectual Property Rights means the rights in and to patents, trademarks, service marks, trade and service names, copyrights, database rights and design rights, rights in know-how, moral rights, trade secrets and all rights or forms of protection of a similar nature or having similar or equivalent effect which may subsist anywhere in the world now existing or hereafter arising.
Member means a registered member of the TR Professional Developers Community.
RIC(s) –the set of proprietary symbols (also known as Reuters Instrument Codes) developed and maintained by the TR Group for defining a unique identifier for financial instruments.
Third Party Provider means a third party whose data, information or materials are included in any TR Testfeed.
TR Content means information in whatever form contained in any TR service (including, but not limited to the TR Testfeed).
TR Development Software means, in whole or in part, the object code version of the proprietary development tools known as the Eikon Development Toolkit used to interface with TR Product and provided to Member by TR pursuant to this Agreement.
TR Group means TR and (i) any entity that, from time to time, directly or indirectly controls, is controlled by, or is under common control with TR, or that is a successor (whether by change of name, dissolution, merger, consolidation, reorganization, sale or other disposition) to any such entity or its business and assets. An entity will be deemed to control another entity if it has the power to direct or cause the direction of the management or policies of such entity, whether through the ownership of voting securities, by contract, or otherwise.
TR Product means the information services and information distribution platforms currently known as “Eikon” or any other service made available by TR and agreed to in writing by the parties.
TR Materials means TR Development Software, TR Testfeeds (if any), TR Testing Environment (if any), the TR Product, the TR Content and any other materials provided by TR under this Agreement.
TR Testfeed means a simulated or live datafeed of TR Content delivered to the TR Testing Environment used to test the interoperability of the Beta Application and the Beta Interface with such datafeed.
TR Testing Environment the simulated environment, testing sandbox and/or other testing tools used to test the interoperability of the Beta Application and the Beta Interface with the TR Product.
LICENCE AND RESTRICTIONS
TR hereby grants Member a limited, non-exclusive, non-transferable, non-sublicenseable right and license, during the term of this Agreement, to allow the Authorized Users to access and use the TR Materials, solely to the extent and for the purposes set out below and subject to the terms and conditions of this Agreement. Member may:
(a) access and use the TR Development Software solely for the purpose of developing the Beta Applications and the Beta Interface for internal testing purposes only;
(b) access and use the TR Testing Environment solely as an internal testing facility to ensure that the Beta Application can communicate with TR Product via the Beta Interface; and
(c) access and use the TR Testfeed solely for the purpose of developing and/or modifying the Beta Interface for accessing, publishing, manipulating and displaying TR Content to and from the Beta Application. For clarity, Member is not permitted to use the TR Testfeed as part of any other trial, proof of concept or other testing. Except for the internal testing and demonstration purposes set out above, nothing in this Agreement entitles Member or any third party to use, copy, store or distribute any TR Content except as separately licensed by TR. Member agrees that it is responsible for obtaining and maintaining all required licenses and consents to receive and use the TR Testfeed including, but not limited to any Third Party Provider and regulatory consents (which may include additional payment and/or reporting obligations to such third parties).
Except as in each case required by any law, Member will not: (a) except as expressly permitted in this Agreement, disclose, make available, transfer or distribute, in whole or in part, any TR Materials to any third party; (b) copy, adapt, reverse engineer, decompile, disassemble, or modify, in whole or in part, any TR Materials; (c) conceal or obliterate any copyright or proprietary notices contained in any TR Materials which Member may obtain or access under this Agreement; or (d) utilize any TR Materials, the Beta Application or Beta Interface in any live environment. All Beta Applications and the Beta Interfaces must be approved in advance by TR.
TERM AND TERMINATION
This Agreement commences on the Effective Date (the date on which Member is granted access to the TR Materials) and continues for a period of ninety (90) days (the “Initial Term”). Thereafter, this Agreement will automatically renew for additional thirty (30) days periods (each, a “Renewal Term”). Either party may terminate this Agreement by providing the other party with notice at least fifteen (15) days prior to the end of the then current Renewal Term stating its intent to not renew the Agreement.
Either party may terminate this Agreement on written notice if the other party materially breaches any of its obligations under it and, if the breach is capable of remedy, fails to remedy such breach within: (a) 72 hours in the case of a material breach by Member of the licence and (b) 30 days in all other cases.
Either party may terminate the Agreement immediately and without notice if the other: (a) enters into a composition with its creditors; (b) files a voluntary, or has filed against it, an involuntary petition under any bankruptcy or insolvency law or under the provisions of any law of like import; or (c) has a receiver, manager, administrative receiver or administrator appointed in respect of it. TR may terminate this Agreement immediately if there occurs any merger, consolidation, acquisition, or the sale, lease, or other transfer of all or substantially all of the assets or shares of Member, or any other change in the control of Member.
Upon termination of this Agreement for any reason, Member will (a) promptly return or destroy all originals and copies of TR Materials and including all related Documentation and (b) cease any access or use of the TR Materials and the Beta Interface.
TR MAKES NO WARRANTIES, CONDITIONS, GUARANTIES OR REPRESENTATIONS AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHER WARRANTIES, CONDITIONS, GUARANTIES OR REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, IN LAW OR IN FACT, ORAL OR IN WRITING RELATED TO THE TR PRODUCTS OR THE SOFTWARE. THE TR MATERIALS PROVIDED UNDER THIS AGREEMENT WILL BE ON AN "AS IS" BASIS ONLY. EACH PARTY HEREBY ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY WARRANTY, CONDITION, GUARANTY OR REPRESENTATION MADE BY THE OTHER EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT.
INTELLECTUAL PROPERTY RIGHTS
All Intellectual Property Rights in TR Materials, RICs, and/or and other proprietary software provided by TR under this Agreement are and shall remain the property of the TR Group or its third party licensors.
TR agrees that all Intellectual Property Rights in the Beta Application or the Beta Interface are the property of Member subject only to TR’ rights in and to any TR Materials that may be incorporated therein.
If Member provides or communicate any suggestions for improvements to the TR Materials (collectively, “Feedback”), TR will be entitled to use the Feedback without restriction or any obligation of compensation to Member. Member hereby irrevocably assigns all right, title and interest in and to the Feedback to TR.
Each party agrees to hold the Confidential Information in confidence and not to disclose any part of it to any person other than to any person who has a need to know such Confidential Information for purposes of the Agreement. The Receiving Party will ensure that any such person comply with the obligations imposed on the Receiving Party under this clause. Each party agrees to: (a) not use the other’s Confidential Information for any purpose other than in their dealings with each other; (b) delete and/or return to the Disclosing Party upon demand and termination of the Agreement, the Confidential Information except for one copy of such Confidential Information as is required to be retained by law or regulation; and (c) use reasonable endeavors to provide the Disclosing Party with prompt notice if any member of the Receiving Party’s Group becomes legally compelled to disclose any of the Confidential Information, so that the Disclosing Party may seek a protective order or other appropriate remedy. If such order or remedy is not available in time, the obligation of confidentiality will be waived to the extent necessary to comply with the law.
This obligation of confidentiality will not apply to information which: (a) is, at the time of the disclosure, or subsequently through no act or omission of the Receiving Party’s Group becomes, generally available to the public; (b) becomes rightfully known to the Receiving Party’s Group through a third party with no obligation of confidentiality; (c) the Receiving Party is able to prove was lawfully in the possession of the Receiving Party’s Group prior to such disclosure; or (d) is independently developed by the Receiving Party’s Group.
IN NO EVENT WILL TR BE LIABLE TO MEMBER OR TO ANY THIRD PARTY, WHETHER UNDER CONTRACT, TORT, OR ANY OTHER THEORY OF LIABILITY, FOR (I) ANY LOST PROFITS OR OTHER INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT OR MEMBER’S USE OF THE TR MATERIALS, OR (II) ANY DAMAGES IN EXCESS OF $100 THAT ARISE OUT OF THIS AGREEMENT OR MEMBER’S USE OF THE TR MATERIALS. NOTHING HEREIN SHALL BE UNDERSTOOD TO LIMIT ANY LIABILITY THAT CANNOT BE LIMITED BY LAW.
Member will defend, indemnify and hold harmless TR (and its officers, directors, agents, employees and any other TR Group member) from and against any Claim by a third party which arises or results from Member’s breach of this Agreement.
All notices under the Agreement will be sent in writing by email (except for notices of breach of the Agreement) registered mail, courier, fax or delivered in person at the address for notices set out on the Order Form.
This Agreement comprises the entire agreement between the parties and shall not be amended except in writing and as agreed between the parties and signed by authorized signatories. Failure by either party to exercise any right or remedy under this Agreement does not signify acceptance of the event giving rise to such right or remedy.
If any part of this Agreement, not being of a fundamental nature, is held to be illegal or unenforceable, the validity or enforceability of the remainder of this Agreement shall not be affected.
Neither party may transfer or assign its rights or obligations under this Agreement without the prior written consent of the other, except TR may transfer any or all of its rights or obligations under this Agreement to any other TR Group member. Any purported transfer, assignment or sub-license made in violation of this clause shall be void and have no effect.
Neither party shall be liable for any loss or failure to perform any obligations under this Agreement due to an event beyond its reasonable control. If such circumstances continue for more than 3 months, either party may terminate this Agreement immediately on notice.
This Agreement is governed by the laws of the State of New York. Both parties consent to the non-exclusive jurisdiction of the courts of the State of New York. In no event will this Agreement be governed by the United Nations Convention on Contracts for the International Sale of Goods. Further, UCITA whether enacted in whole or in part by any state or applicable jurisdiction, regardless of how codified shall not apply to this Agreement and is hereby disclaimed.
Member, at its expense, shall comply with all applicable export laws or regulations of the United States and any other country having jurisdiction with respect to its use of TR Materials, including, without limitation, complying with import and export restrictions, obtaining any necessary consents, and registering or filing any documents.
Member’s obligations on termination, the confidentiality, IPR, liability, indemnity provisions of this Agreement together with the General provisions above shall survive termination of this Agreement for any reason.
OUR LIABILITY AS HOST
THOMSON REUTERS SHALL NOT BE LIABLE IN RESPECT OF THE ACCURACY AND/OR THE COMPLETENESS OF THE INFORMATION/CONTENT OF THIS WEBSITE AND SHALL NOT HAVE ANY LIABILITY FOR ANY ERRORS, OMISSIONS, DELAYS OR INTERRUPTIONS IN PROVIDING THE WEBSITE. THOMSON REUTERS MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY USE OF ANY INFORMATION CONTAINED WITHIN THE WEBSITE OR LINKED TO VIA THE WEBSITE. THOMSON REUTERS PROVIDES THE WEBSITE ON AN “AS IS” AND “AS AVAILABLE” BASIS. THOMSON REUTERS MAKES NO EXPRESS OR IMPLIED WARRANTIES, CONDITIONS, GUARANTEES OR REPRESENTATIONS, WITH RESPECT TO THE WEBSITE AND EXPRESSLY DISCLAIMS ALL WARRANTIES, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, SATISFACTORY QUALITY OR NON-INFRINGEMENT WITH RESPECT TO THE WEBSITE OR INFORMATION RELATED THERETO. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL THOMSON REUTERS HAVE ANY LIABILITY FOR ANY LOSS OF PROFIT, LOSS OF OR ANTICIPATED LOSS OF REVENUE, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF USE OF ANY EQUIPMENT, LOSS OF ANY CONTRACT OR OTHER BUSINESS OPPORTUNITY OR GOODWILL OR INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS OR WHETHER SUCH LOSS OTHERWISE WOULD HAVE BEEN FORESEEN.
THIS LIMITATION OF LIABILITY SHALL NOT EXCLUDE OR RESTRICT THE LIABILITY OF THOMSON REUTERS IN RESPECT OF FRAUD, PERSONAL INJURY OR DEATH RESULTING FROM NEGLIGENCE; OR OTHERWISE TO THE EXTENT IT CANNOT BE EXCLUDED OR RESTRICTED IN ACCORDANCE WITH APPLICABLE LAW.
THE EXCLUSIONS AND LIMITATIONS OF LIABILITY CONTAINED HEREIN SHALL APPLY WHETHER A CLAIM ARISES IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, BREACH OF STATUTORY DUTY, CONTRIBUTION OR OTHERWISE; OR WHETHER A CLAIM IS BROUGHT DIRECTLY OR AS A THIRD PARTY CLAIM.
NO ADVICE. The website is provided for the purposes of community participation and general information purposes only and provision of forum and website does not constitute legal, financial or other professional advice. Thomson Reuters shall not be responsible for any costs or damages resulting from your use or reliance of the website or any information accessed via the website, (or anybody accessing the website or information via you), including but not limited to decisions relating to the use of certain APIs, coding, sale and purchase of software or legal, compliance and/or risk management decisions. You agree that you access the content at your own risk in these respects.
which also governs your visit to www.thomsonreuters.com, to understand our practices.
- Our website may include links that allow you to leave our website and visit third party websites. We have no control over those websites, so we are not responsible for their content or your use (including provision of your personal data) of these websites.
This Agreement will be construed in accordance with and governed by English law and both you and Thomson Reuters submit to the jurisdiction of the English Courts.
Your access to any Thomson Reuters products or services available from time to time shall continue to be governed by your current Thomson Reuters master agreement. To the extent there is any conflict or inconsistency between your current Thomson Reuters master agreement and this Agreement, the terms of your current Thomson Reuters master agreement prevail. Subject to the above exception in relation to your having an existing master agreement in place with Thomson Reuters, this Agreement supersedes any prior or other contemporaneous agreements, statements, negotiations, proposals or non-fraudulent representations, oral or written made by the parties.
All terms implied by law, statute, collaterally or otherwise are hereby expressly excluded to the maximum extent allowable. No waiver or modification to this Agreement will be binding unless made in writing and signed on behalf of both parties. There is no joint venture, partnership, agency or fiduciary relationship between the parties.
Failure by Thomson Reuters to exercise any right or remedy under the Agreement will not signify acceptance of the event giving rise to such right or remedy nor will it constitute a waiver of such right or remedy.
Neither party may transfer or assign its rights or obligations under this Agreement without the prior written consent of the other, except TR may transfer any or all of its rights or obligations under this Agreement to any other TR Group member. Any purported transfer, assignment or sub-license made in violation of this clause shall be void and have no effect
Each provision of the Agreement is severable from the rest of the Agreement, and if one part should be found to be invalid, illegal or void for any reason, it will not affect the validity or legality of any other part, and the remaining parts will continue to have full force and effect.