EXHIBIT 6.3.3
S&P XXXXXXXX INFORMATION DISTRIBUTION
LICENSE AGREEMENT
AGREEMENT, made as of June 1, 1999, by and between S&P XxxXxxxx, Inc. a
corporation having offices at 000 Xxxxxxxxxx Xxxxxx, Xxxxxxxx, Xxx Xxxx 00000,
and XxxxXxxxXxxx.xxx, Inc. ("Distributor"), having an office at 0000 Xxxxxxxxx
Xxxxx, Xxx 000, Xxxxxx, XX 00000.
WHEREAS, S&P XxxXxxxx, Inc. gathers, formats and distributes an information
service comprised of certain securities and commodities prices and other data
which is known as the S&P XxxXxxxx Service ("XxxXxxxx") and
WHEREAS, S&P XxxXxxxx, Inc. is licensed to distribute information from
various Stock Exchanges, Commodity Exchanges, and other sources (collectively,
"Sources") as part of S&P XxxXxxxx; and
WHEREAS, the parties desire that certain delayed information from S&P
XxxXxxxx ("the XxxXxxxx Information") as specified in Exhibit A (Part 1),
attached hereto, be made available to Distributor for display by Distributor on
its Internet World Wide Web site (collectively, the "Distributor Service"), as
described fully in Exhibit B, attached hereto.
NOW, THEREFORE, the parties mutually agree as follows:
1. Distribution License.
(a) Distributor is hereby granted for the term of this Agreement a
nonexclusive, nontransferable right and license to distribute electronically the
XxxXxxxx Information via the Distributor Service solely for access by Internet
users of the Distributor, provided that the XxxXxxxx Information is supplied to
the users by means (such as data encryption, or packet transmission-digitizing)
which prevent unauthorized reception, use or retransmission and further provided
that Distributor has executed in advance any and all necessary documents with
the various Sources, which documents have been accepted and approved by the
Sources. Notice of such Sources' acceptance and approval must be supplied to
S&P XxxXxxxx, Inc. prior to Distributor's use or distribution of the XxxXxxxx
Information.
(b) Distributor agrees and understands that it is not permitted to
sublicense, transfer, or assign its rights except as specified in Exhibit B
hereunder and that it shall not permit the redistribution of the XxxXxxxx
Information by any user or by any other third party without the express prior
authorization of S&P XxxXxxxx, Inc. pursuant to a separate agreement or by
mutually agreeable amendment executed and attached hereto.
2. XxxXxxxx Equipment.
(a) During the term of this Agreement, S&P XxxXxxxx, Inc. shall provide
Distributor the equipment listed in Exhibit C, attached hereto ("the XxxXxxxx
Equipment"), for installation only at the site(s) specified therein. Distributor
shall not relocate the XxxXxxxx Equipment without the written permission of S&P
XxxXxxxx, Inc.
(b) S&P XxxXxxxx, Inc. shall, at Distributor's expense and request,
install, furnish, and maintain necessary modems and/or communications interface
equipment.
(c) Distributor shall not attach, or permit or cause to be attached, any
non-XxxXxxxx equipment to the XxxXxxxx communications line or the XxxXxxxx
Equipment without the prior written permission of S&P XxxXxxxx, Inc..
(d) Distributor shall have no right in or to any of the XxxXxxxx Equipment
except for the rights of use herein granted. Distributor shall pay all
extraordinary costs for repair or replacement of the XxxXxxxx Equipment, over
and above ordinary maintenance which shall be performed by S&P XxxXxxxx, Inc..
Such extraordinary maintenance includes electrical work external to the
XxxXxxxx Equipment, maintenance of accessories or attachments, and repair of
damage to the XxxXxxxx Equipment resulting from accident, neglect, misuse,
failure of electrical power or causes other than ordinary use. Distributor shall
promptly return the XxxXxxxx Equipment in good condition, ordinary wear and tear
excepted, upon termination of this Agreement for any reason.
3. XxxXxxxx Information.
(a) The furnishing to Distributor of the XxxXxxxx Information is
conditioned upon strict compliance with the provisions of this Agreement, the
applicable policies of the Sources, and with all local, state and federal
regulations which might pertain to the use of the XxxXxxxx Information. It shall
be the sole responsibility of Distributor to confirm with the applicable Sources
whether or not all of the XxxXxxxx Information may be distributed by Distributor
to its Subscribers. S&P XxxXxxxx, Inc. may discontinue provision of the XxxXxxxx
Information hereunder, without notice, whenever the terms of its agreements with
the Sources require such discontinuance. Notwithstanding the above, if in its
reasonable judgment S&P XxxXxxxx, Inc. finds a breach by Distributor of any of
the provisions of this Agreement, S&P XxxXxxxx shall give Distributor at least
thirty (30) days notice and an opportunity to cure such breach during that
thirty (30) days before discontinuance..
(b) Neither S&P XxxXxxxx, Inc., nor any of its affiliates, nor any Sources
make any express or implied warranties (including, without limitation, any
warranty of merchantability or fitness for a particular purpose or use). Neither
S&P XxxXxxxx, Inc., any of its affiliates, or any Sources warrant that the
XxxXxxxx information will be uninterrupted or error-free. However, if, due to
issues within the control of S&P XxxXxxxx, Inc. the feed becomes interrupted for
a substantial period of time or the data has material errors and stands
uncorrected for a substantial period of time ("substantial"
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and "material" to be interpreted using a reasonability approach, however at a
minimum "substantial" constitutes 8 consecutive market hours), then Distributor
may terminate the Agreement without further liability. Distributor expressly
agrees that its use and distribution of the XxxXxxxx Information and its use of
the XxxXxxxx Equipment is at the sole risk of Distributor and its Subscribers.
S&P XxxXxxxx, Inc., its affiliates, and all Sources involved in creating or
providing the XxxXxxxx Information will in no way be liable to Distributor or
any of its Subscribers for any inaccuracies, errors or omissions, regardless of
cause, in the XxxXxxxx Information or for any defects or failures in the
XxxXxxxx Equipment, or for any damages (whether direct or indirect, or
consequential, punitive or exemplary) resulting therefrom. The liability of S&P
XxxXxxxx, Inc. and its affiliates in any and all categories, whether arising
from contract, warranty, negligence, or otherwise shall, in the aggregate, in no
event exceed one month's XxxXxxxx Information Delivery Fee.
(c) Prior to commencing distribution of the SPC Information to any
Subscriber who's receiving continuously updated real-time information,
Distributor shall enter into a written subscription agreement with each such
Subscriber. The form of any such agreement shall be subject to the prior review
and written approval of SPC and shall include provisions to the effect that each
Subscriber:
(i) agrees that SPC and the Sources shall have no liability for the
accuracy or completeness of the SPC Information or for delays,
interruptions, or omissions therein;
(ii) agrees not to use or permit anyone to use the SPC Information for
any unlawful purpose;
(iii) agrees that the SPC Information is to be used solely for the
internal use of the Subscriber and its employees and not for
redistribution to any other person or entity, including but not
limited to, any entity which is not wholly-owned by the
Subscriber; provided, however, that "internal use" shall be
deemed to include use by third parties with whom the Subscriber
share but to whom Subscriber does not sell or beneficially
provide the SPC Information, provided that usage by such third
parties constitutes an integral and inseparable part of the
Subscriber's business;
(iv) agrees that its arrangement with Distributor for receipt of the SPC
Information is subject to termination in the event that this
Agreement between Distributor and SPC is terminated for any
reason;
(v) agrees, where applicable, to make application for receipt of the SPC
Information from each and every Source prior to commencing
receipt of the SPC Information and agrees to comply with any
conditions, restrictions or limitations imposed by any of the
Sources, including paying all such fees
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or charges as such Sources may impose either directly or
through SPC or Distributor; and
(vi) acknowledges that the Sources described in the preceding paragraph
may have the right to terminate provision of the SPC
Information to Subscriber with or without notice and that
neither any such Source, SPC nor Distributor shall have any
liability in connection therewith.
(d) Distributor agrees that it shall not display the XxxXxxxx Information
in the Distributor Service without a prominent notice indicating that the
XxxXxxxx Information is being displayed on a minimum fifteen (15) minute delayed
basis, except for where real-time information is displayed.
(e) Distributor also agrees to include S&P Xxxxxxxx'x Terms and Condition
of Use, a copy of which is attached hereto as Exhibit E, within the Distributor
Service in a manner which alerts Subscribers of the applicability thereof.
(f) Distributor shall clearly and prominently identify S&P XxxXxxxx as the
source of the XxxXxxxx Information by display of the S&P XxxXxxxx logo (the
"Logo") in a manner to be agreed to by the parties. Distributor shall also
create a hypertext or other computer link from the Logo to the S&P XxxXxxxx site
on the World Wide Web.
(g) Distributor represents and warrants that it has and will employ
adequate security procedures to prevent the unauthorized access to the XxxXxxxx
Information or corruption of the XxxXxxxx Information.
(h) Distributor agrees to indemnify and hold S&P XxxXxxxx, Inc. and its
affiliates harmless from and against any and all losses, damages, liabilities,
costs, charges and expenses, including reasonable attorneys' fees, arising out
of: (i) any liability of S&P XxxXxxxx, Inc. to any Subscriber where Distributor
has failed to include the Terms and Conditions of Use in the Distributor Service
pursuant to Section 3(d) above, or (ii) any breach or alleged breach on the part
of Distributor or any users with respect to its/their obligations to obtain
prior approvals from appropriate Sources and to comply with any applicable
conditions, restrictions or limitations imposed by any Source.
(i) S&P XxxXxxxx, Inc. represents that it has the rights and licenses
necessary to transmit the XxxXxxxx Information to Distributor, and that to the
best of S&P XxxXxxxx, Inc.'s knowledge, the license granted to Distributor
hereunder does not infringe any proprietary right or any third party right at
common law or any statutory copyright.
(j) S&P XxxXxxxx, Inc. shall deliver the XxxXxxxx Information to
Distributor at the site(s) set forth in Exhibit C or at such other locations as
Distributor may designate within the continental United States or Canada.
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4. Payments.
In consideration for the license granted to Distributor by S&P XxxXxxxx,
Inc. under this Agreement, Distributor shall make the following payments to S&P
XxxXxxxx, Inc.:
(a) Distributor shall pay to S&P XxxXxxxx, Inc. a basic XxxXxxxx
Information Delivery Fee of $520 per month, including all recurring charges for
XxxXxxxx network connection, modem/line interface equipment, and standard
equipment maintenance services as determined by S&P XxxXxxxx, Inc.'s standard
price list. These charges, plus any applicable Source fees and state/local
taxes, will be billed monthly in advance. Non-recurring charges such as
installation, relocation and removals of XxxXxxxx Equipment will be separately
billed in accordance with S&P XxxXxxxx, Inc.'s then-current standard rates.
(b) Distributor shall pay to S&P XxxXxxxx, Inc. monthly fees as described
in Exhibit D. The monthly fees will be due and payable on the fifteenth (15th)
day of each month following the month in which services are rendered.
Distributor shall provide to S&P XxxXxxxx, Inc. on a monthly basis the number of
web hosting 3rd parties and their respective page views (only for those web-
hosted pages for which Distributor is displaying data and/or information
originally provided to Distributor by S&P Xxxxxxxx). S&P XxxXxxxx, Inc. shall
keep such list confidential.
(c) In addition to the monthly fees outlined in Exhibit D, Distributor
shall pay a total of $200,000 in complete satisfaction of all past due amounts
due to S&P XxxXxxxx resulting from fourteen (14) months of services rendered
through May 31, 1999. The $200,000 shall be paid in six equal monthly
installments of $33,333.34 each beginning in July 1999. Each monthly installment
will represent a pro rata share of the complete satisfaction of the total past
due indebtedness of $200,000 (for example, two monthly payments will constitute
payment in full of 2/6 of the total past due indebtedness through May 31, 1999.
Distributor shall have no further obligation to S&P XxxXxxxx with respect to the
past due amounts through May 31, 1999 as each pro rata share of the past due
indebtedness is paid based on the schedule above.
(d) Distributor shall be responsible for the payment of any and all
applicable fees billed to S&P XxxXxxxx, Inc. or directly to Distributor by
Sources, which fees result from Distributor's use and distribution of the
XxxXxxxx Information. Distributor shall also be responsible for payment of any
Subscriber's Source fees which must be paid directly by Distributor to the
Sources. Distributor shall provide to S&P XxxXxxxx, Inc. a copy of its monthly
Source fee reports when and as filed with the Sources.
(e) Any amounts payable to S&P XxxXxxxx, Inc. by Distributor hereunder
which are more than thirty (30) days past due shall bear interest at the rate of
1-1/2% per month.
(f) S&P XxxXxxxx, Inc. may, in its sole discretion and at any time
following the initial term of this Agreement, change the fee payment only with
respect to Exhibit D, Schedule of Fees as specified herein after having provided
written notice to Distributor at least ninety (90) days in advance of such
changes.
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(g) S&P XxxXxxxx, Inc. may audit Distributor's records for the sole purpose
of verifying the accuracy of Distributor's reported monthly Subscriber Fee
payments as set forth in Exhibit D, Schedule of Fees. Distributor will make such
records readily available to S&P XxxXxxxx, Inc. for inspection during normal
working hours on one week's notice. S&P XxxXxxxx, Inc. agrees that Distributor's
records will be treated as confidential and will not be used for any purpose
other than verifying Distributor's compliance with this Agreement. Any such
audit shall be at S&P XxxXxxxx, Inc.'s expense unless it is determined that S&P
XxxXxxxx, Inc. has been underpaid by an amount exceeding five percent (5%) of
the revenues actually received by S&P XxxXxxxx, Inc. in the period covered by
the audit; in such case, the expense of the audit shall be borne by Distributor.
5. Information Enhancements; Changes to Data Specification.
(a) Any additions of new Sources or other enhancements to the XxxXxxxx
Information which may be made by S&P XxxXxxxx, Inc. during the term of this
Agreement, while unidentified at this time, will be offered to Distributor under
terms and conditions to be negotiated, provided that (i) S&P XxxXxxxx, Inc. has
the necessary rights to convey such new information to Distributor for
redistribution; and (ii) Distributor and S&P XxxXxxxx, Inc. execute a separate
agreement or an amendment to this Agreement.
(b) S&P XxxXxxxx, Inc. shall have the right, on at least six (6) months
prior written notice, to change the XxxXxxxx Data Format Specification for all
of its Information, provided that any such change shall be made effective
generally by S&P XxxXxxxx, Inc. to its customers. Distributor shall be
responsible at its own expense for making any modifications to its software
necessitated by such change. If this change proves to be a substantial material
burden for Distributor, then Distributor has the right to cancel this agreement.
6. Term.
(a) This Agreement shall take effect June 1, 1999.
(b) The term of this Agreement shall be for an initial term of three (3)
years effective June 1, 1999 (the "Initial Term"), and shall continue thereafter
for additional consecutive twelve (12) month terms, unless written notice of
termination shall have been received by either party from the other at least
ninety (90) days prior to the end of the initial term or of any additional
twelve-month term. If S&P XxxXxxxx, Inc. increases charges to Distributor
pursuant to Paragraph 4(f), above, Distributor shall have the option to
terminate this Agreement by written notice to S&P XxxXxxxx, Inc. within sixty
(60) days of Distributor's receipt of notice of such increases; such termination
will become effective no sooner than thirty (30) days from the last day of the
month in which notice of termination by Distributor is received by S&P XxxXxxxx,
Inc. Distributor shall have the right to cancel this agreement by providing at
least ninety (90) days written notice after the first twelve (12) months, only
if Distributor does not continue providing market information as part of its
Distributor's service. If, at anytime after the eighteenth (18) month of this
agreement, Distributor experiences at least a 20% decline in
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monthly revenue directly attributable to the XxxXxxxx information (the "XxxXxxxx
Revenue") from the amount of XxxXxxxx Revenue recognized for the month ending
December 31, 2000, then Distributor has the right, by providing 60 days written
notice, to cancel this agreement. If Distributor exercises this right, it shall
pay S&P XxxXxxxx 50% of the Monthly License Fee for each month remaining under
the Initial Term. In addition, for the web host information services, S&P
XxxXxxxx shall have the right, after the first year, to increase web host fees
by providing ninety (90) days written notice. Distributor shall then have the
right to cancel such service.
7. Marketing.
Distributor may not use the names "XxxXxxxx", "SPC", or "S&P XxxXxxxx,
Inc.", which are proprietary to S&P XxxXxxxx, Inc., or refer to the XxxXxxxx
Information in marketing or advertising materials without the prior written
consent of S&P XxxXxxxx, Inc., such consent not to be unreasonably withheld.
Upon S&P XxxXxxxx, Inc.'s written request, Distributor shall notify Subscribers
by a display in the service itself that S&P XxxXxxxx is the source of the quote
information and any sales literature discussing XxxXxxxx provided quotes shall
list S&P XxxXxxxx as the provider of the service.
8. Rights to Data Specification; Other Confidential Information.
(a) Distributor agrees and acknowledges that the Data Specification is a
confidential and proprietary trade secret belonging to XxxXxxxx, and nothing in
this Agreement conveys any proprietary rights whatsoever with regard to the Data
Specification to Distributor. The Data Specification is provided to the
Distributor strictly and solely for the purpose of developing internal computer
software to receive the XxxXxxxx Information (provided that nothing herein
restricts Distributor from developing and implementing its own internal computer
software and hardware that allows Distributor to receive information similar to
the XxxXxxxx Information from parties other than S&P Xxxxxxxx, as such
information is not considered to be confidential and proprietary trade secret
belonging to XxxXxxxx). Distributor may not use the Data Specification for any
other purpose whatsoever, including, but not limited to, the development of
systems for the receipt or transmission of computer data. Distributor may not
give, transmit, or provide access to the XxxXxxxx Data Specification to any
Subscriber or other third party. On any termination of this Agreement,
regardless of cause, Distributor shall promptly return the Data Specification to
S&P XxxXxxxx, Inc. and shall provide a written certification by an officer that
no copies have been retained by Distributor.
(b) In addition to the duties imposed on Distributor pursuant to Paragraph
8(a), above, S&P XxxXxxxx, Inc. and Distributor agree to hold confidential any
and all of each other's trade secrets, procedures, formulae, financial data,
Subscriber lists, and future plans, which may be learned before and during the
term of this Agreement. Notwithstanding the foregoing, however, such duty of
confidentiality shall not extend to information which is or comes into the
public domain, is rightfully obtained from third parties not under a duty of
confidentiality, or which is independently developed without reference to the
other party's confidential information.
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(c) The duties of confidentiality imposed herein shall survive any
termination of this Agreement.
9. Prevention of Performance.
Neither party shall be liable for any failure in performance of this
Agreement if such failure is caused by acts of God, war, governmental decree,
power failure, judgment or order, strike, or other circumstances, whether or not
similar to the foregoing, beyond the reasonable control of the party so
affected. Neither party shall have any liability for any default resulting from
force majeure, which shall be deemed to include any circumstances beyond its
control. Such circumstances shall include, but are not limited to acts of the
government, fires, flood, strikes, power failures or communications line or
network failures.
10. Right of Termination in the Event of Breach or Bankruptcy; Right to
Injunctive Relief.
(a) Either party shall have the right to terminate this Agreement for
material breach by the other party by giving thirty (30) days prior written
notice, such termination to take effect unless the breach is cured or corrected
within such notice period.
(b) If a receiver is appointed for either party's business or if either
party petitions under the Bankruptcy Act and is adjudicated a bankrupt, declared
an insolvent, or makes an assignment for the benefit of creditors, then the
other party shall, upon thirty (30) days prior written notice, have the right
to terminate this Agreement.
(c) Upon termination of this Agreement for any reason, Distributor shall
cease all use and distribution of any of the XxxXxxxx Information.
(d) In addition to and notwithstanding the above, if Distributor, or any of
its employees, agents or representatives, shall attempt to use or dispose of the
Xxxxxxxx Information or the Data Specification in a manner contrary to the terms
of this Agreement, S&P XxxXxxxx, Inc. shall have the right, in addition to such
other remedies as may be available to it, to injunctive relief enjoining such
acts or attempt, it being acknowledged that legal remedies are inadequate.
11. Assignment.
This Agreement may not be assigned, sublicensed or otherwise transferred by
either party without the written consent, except to a wholly owned subsidiary
or to a parent holding company such that parent holding company owns at least
80% of the capital stock of the Distributor, of the other party, such consent
not to be unreasonably withheld, provided, however, that no such consent shall
be required with respect to any assignment by S&P XxxXxxxx, Inc. to its parent
company, or to any S&P XxxXxxxx, Inc. affiliate. Any attempted transfer or
assignment of this Agreement in violation of this provision shall be null and
void.
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12. Entire Agreement.
This Agreement and its Exhibits embodies the entire agreement between the
parties hereto. There are no promises, representations, conditions or terms
other than those herein contained. No modification, change or alteration of this
Agreement shall be effective unless in writing and signed by the parties hereto.
13. Non-Waiver.
The failure of either party to exercise any of its rights under this
Agreement for a breach thereof shall not be deemed to be a waiver of such rights
nor shall the same be deemed to be a waiver of any subsequent breach.
14. Notices
All notices under this Agreement shall be given in writing to the parties as
follows:
To: S&P XxxXxxxx, Inc.
000 Xxxxxxxxxx Xxxxxx
Xxxxxxxx, Xxx Xxxx 00000
Attn.: Xx. Xxxx Xxxxxx
To: XxxxXxxxXxxx.xxx, Inc.
0000 Xxxxxxxxx Xx., Xxx 000
Xxxxxx, XX 00000
Attn. Xx. Xxxx Xxxx
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15. Governing Law.
This Agreement shall be governed by the laws of the State of New York and
the parties agree to select New York jurisdiction for any claims or disputes
which may arise hereunder.
IN WITNESS WHEREOF, Distributor and S&P XxxXxxxx, Inc. have caused this
Agreement to be executed by their duly authorized respective officers, as of the
day and year above written.
S&P XXXXXXXX, INC.
By: /s/ Xxxx X. Xxxxxx
Title: Vice President
Date: Aug. 11,
DISTRIBUTOR
By: /s/ Xxxx Xxxx
Title: President
Date: Aug. 10, 1999
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EXHIBITS
X. XXXXXXXX INFORMATION DEFINITION; AUTHORIZED COUNTRIES
B. DESCRIPTION OF DISTRIBUTOR SERVICE
C. LISTING OF XXXXXXXX EQUIPMENT; DISTRIBUTOR DELIVERY SITES
D. SCHEDULES OF SUBSCRIBER FEES
E. TERMS AND CONDITIONS OF USE
F. YEAR 2000 READY CONTRACT LANGUAGE
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EXHIBIT A
PART I: INFORMATION DEFINITION
STOCKS:
NYSE
NYSE Corporate Bonds
AMEX, Boston, Philadelphia, Cincinnati, Midwest, Pacific Stock Exchanges and
Instinet, NASD
NASDAQ Over-the-Counter
NASDAQ National Market System
NASDAQ Level II
U.S. Mutual Funds
Alberta Stock Exchange
Canadian OTC Automated Trading System
Montreal Stock Exchange
Toronto Stock Exchange
Vancouver Stock Exchange
STOCK/CURRENCY OPTIONS:
AMEX, OPRA: Chicago Board of Options Exchange
NYSE, Pacific, Philadelphia Stock Exchange
FUTURE EXCHANGE BASIC FUNDAMENTAL INFORMATION
Chicago Board of Trade U.S. Company names
Chicago Mercantile Exchange P/E Ratio
Commodities Exchange Center 52 week high/low
Kansas City Board of Trade Dividend Rate
Mid-America Commodity Exchange Dividend Amount
Minneapolis Grain Exchange Dividend Yield
New York Mercantile Exchange
New York Commodity Exchange
Winnipeg Commodity Exchange
PART II: AUTHORIZED GEOGRAPHICAL AREA
Distribution of the XxxXxxxx Information may only be made by Distributor to
Subscribers located in the United States and Canada. Subscribers may access the
XxxXxxxx Information outside of the U.S. and Canada but Distributor shall not
purposely market outside of these regions.
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EXHIBIT B
DESCRIPTION OF DISTRIBUTOR SERVICE
The XxxxXxxxxxxx.xxx, Inc. information services provide delayed and real-time
market and related data to users accessing such data over the Internet. The
Distributor currently operates through two primary Web sites: (1)
XxxxXxxxxxxx.xxx -- a free, advertising-supported market data, news and analytic
tools service and (2) XxxxXxxxxxx.xxx -- a subscription-based market data, news
and analytic tools service. A description of the Distributor's Internet-based
services including current and contemplated services, includes the following:
A. Advertising-Supported Information Services
. Delayed and real-time snapshot (collectively "Delayed/RT") market
information offered free to users who have properly registered with the
Distributor (the "Registrants").
. The Business Model for the Distributor is dependent on the sale of
advertising, sponsorships, and other advertising and marketing-related
fees and revenues. All quote requests connect with FRTI servers. FRTI may
sell, serve, and/or collect banner advertising to support the display of
the page.
. Distributor's XxxxXxxxxxxx.xxx Web site and linked sites that are
accessible via reciprocal hyperlinks between the two sites are the current
operations for this type of service.
B. Web-Host Information Services
. Snapshot Delayed/RT market information offered to Registrants of
XxxxXxxxxxxx.xxx where such users come from other host Web sites ("Web
Hosts") whereby the XxxxXxxxxxxx.xxx Web site is private labeled for
"other" host sites with the "other" host site's "look" and "feel".
. The Business Model for the Distributor consists exclusively of "per quote"
or "per user" sub-license fees paid to the Distributor by the Web Host.
. Distributor's arrangements with Zack's and Infospace are the current
examples of this type of service.
. Distributor shall not provide continual updated real-time market
information as part of this service.
. Other than those web host sites listed in Exhibit D, Distributor shall not
allow any other web hosts to host sites on behalf of other third parties.
. Distributor agrees that at the next renewal date for those web hosts
listed in Exhibit D (the "Web Hosts"), Distributor shall terminate the Web
Hosts' right of hosting sites on behalf of any new third parties solely
with respect to the dissemination of the XxxXxxxx information by the
Distributor. The Web Hosts can continue to host sites on behalf of third
parties that they've already entered into an agreement with or will enter
into an agreement with prior to the Distributor's next renewal date with
the Web Hosts.
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C. Continual Update RT Subscription-based Information Services (current
BullSession product)
. Continual Update RT market information offered to to users who have
properly registered with the Distributor and who pay periodic subscription
fees to the Distributor for such services ("Subscribers"). Information is
refreshed automatically in specified time increments (typically 7-10
seconds) depending on the subscribers connection.
. The Business Model for the Distributor is dependent on subscription fees
paid by the Subscriber.
. Distributor's XxxxXxxxxxx.xxx Web site is the current operation for this
type of service.
D. Continuous Tick-by-tick RT Subscription-based Information Services
. Continuous, real-time, tick-by-tick, (collectively "Continuous RT") market
information, including continuous real-time quotes, NASDAQ Level II
quotes, S&P News, offered to to users who have properly registered with
the Distributor and who pay periodic subscription fees to the Distributor
for such services ("Subscribers").
. The Business Model for the Distributor is dependent on subscription fees
paid by the Subscriber.
. The Distributor does not have a current operation for this type of service
but may develop and offer such services in the future.
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EXHIBIT C
DESCRIPTION OF XXXXXXXX EQUIPMENT
Licensee will use the XxxXxxxx Digital Data feed from equipment to be
provided at the Licensee's site. The feed will be distributed through a port of
the XxxXxxxx Client Site Processor (CSP) into the head end service of the
Licensee. The XxxXxxxx CSP is fed with 56KB baud data run via satellite
equipment.
Licensee location(s) are registered at:
0000 Xxxxxxxxx Xxxxx, Xxx 000
Xxxxxx, XX 00000
Jersey City, NJ
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EXHIBIT D
SCHEDULE OF FEES
Monthly Fees:
-------------
Monthly Base Rate $ 520
Satellite Equipment if needed $ 200
Monthly License Fee: $50,000
. Distributor has the right to distribute the XxxXxxxx Information to an
unlimited number of Registrants pursuant to Advertising-supported
Information Services, such as XxxxXxxxXxxx.xxx and Continual Update RT
Subscription-based Information Services, such as XxxxXxxxxxx.xxx, without
incurring any additional monthly fees.
. Monthly License Fee includes Web Host Information Services with
Xxxxx.xxx, Xxxxxxxxx.xxx, 0Xxxxxxxx.xxx, Xxxxxxxx.xxx, and all other
websites which serve as Web Hosts to the above parties (i.e. no
additional fees including, Web Host fees, will be incurred by Distributor
for the above Web Host relationships).
Subscriber Fees:
. Subscriber Fees relate to Continuous RT Information Services which
the Distributor is not currently offering.
. Such fees are not applicable to Continual Update R.T. Subscription-
based Information Services, such as XxxxXxxxxxx.xxx, as described in
Exhibit B.
Subscriber Fees:
----------------
# of Subscribers Real-time Tick-by-Tick # of Subscribers Real-time Tick-by-Tick
Continuously Updated Continuously Updated
Non Professionals Professionals
1 -100 $20.00 1 + $25
101 - 500 $15.00
501 - 1000 $13.00
1001+ $10.00
NASDAQ Level II $15/average daily user (RT Tick-by-Tick
Continuously Updated)
Full Fundamental Data $ 2/average daily user - if needed
S&P News $10/average daily user - if needed
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Web Host Fees:
--------------
. Web Host Fees relate to Web Host Information Services as described in
---------------------------------------------------------------------
Exhibit B.
---------
. Such fees are neither applicable to Web Host arrangements with Xxxxx.xxx,
------------------------------------------------------------------------
Xxxxxxxxx.xxx, 0Xxxxxxxx.xxx, or Xxxxxxxx.xxx nor any other websites
--------------------------------------------------------------------
which serve as Web Hosts for the above parties.
-----------------------------------------------
Per Delayed Quote Per RT Quote
#of Page Views
0-5,000,000 $.0025 $.005
5,000,001 - 10,000,000 $.0020 $.004
10,000,001+ $.0010 $.003
One-Time Fees:
Installation already installed
Refundable Security Deposit $ 500
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EXHIBIT E
TERMS AND CONDITIONS OF USE OF XXXXXXXX INFORMATION
All information provided by S&P XxxXxxxx, Inc. ("XxxXxxxx") and its
affiliates (the "XxxXxxxx Information") on _____ World Wide Web site is owned by
or licensed to XxxXxxxx and its affiliates and any user is permitted to store,
manipulate, analyze, reformat, print and display the XxxXxxxx Information only
for such user's personal use. In no event shall any user publish, retransmit,
redistribute or otherwise reproduce any XxxXxxxx Information in any format to
anyone, and no user shall use any XxxXxxxx Information in or in connection with
any business or commercial enterprise, including, without limitation, any
securities, investment, accounting, banking, legal or media business or
enterprise.
Prior to the execution of a security trade based upon the XxxXxxxx
Information you are advised to consult with your broker or other financial
representative to verify pricing information.
Neither XxxXxxxx nor its affiliates make any express or implied warranties
(including, without limitation, any warranty or merchantability or fitness for a
particular purpose or use) regarding the XxxXxxxx Information. The XxxXxxxx
Information is provided to the users "as is." Neither XxxXxxxx nor its
affiliates will be liable to any user or anyone else for any interruption,
inaccuracy, error or omission, regardless of cause, in the XxxXxxxx Information
or for any damages (whether direct or indirect, consequential, punitive or
exemplary) resulting therefrom.
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EXHIBIT F
YEAR 2000 READY CONTRACT LANGUAGE
Year 2000. S&P XxxXxxxx represents that it has used reasonable efforts to review
----------
the products and/or services that are the subject of this Agreement (the
"Service") for compatibility with dates in the Year 2000 and beyond in a manner
that is intended to be consistent with general industry practice for
verification and acceptance testing and S&P XxxXxxxx believes that it has
achieved a satisfactory level of compatibility with such dates. Notwithstanding,
S&P XxxXxxxx does not and cannot warrant that the Service is Year 2000 ready or
free of Year 2000 defects and no such warranty, express or implied, is given or
should be imputed from the statements made above. Further, except as provided in
the next sentence, S&P XxxXxxxx will have no liability for the Year 2000
readiness of, or for any Year 2000 defect in the Service or any portion thereof
or in any third party system or other item provided by S&P XxxXxxxx under this
Agreement. In the event that all or any portion of the Service is found not to
be Year 2000 ready in a manner that materially and adversely affects the value
of the Service to the Distributor, the sole and exclusive remedy of the
Distributor shall be to suspend (on written notice to S&P XxxXxxxx),
Distributor's further right to use and obligation to pay for the affected
portion of the Service until the Service or such portion of the Service is Year
2000 ready, and S&P XxxXxxxx shall refund or credit to the Distributor any
prepayments that relate to the unused, suspended Service while the Service or
such portion of the Service is so affected. To the extent that any liability
nevertheless is at any time imposed upon S&P XxxXxxxx under this provision, such
liability shall be subject to the limitations and/or exclusions of liability
implemented elsewhere by the terms of this Agreement.
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