CONFIDENTIAL PORTIONS HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION"). LICENSE AGREEMENT
Exhibit 10.1
CONFIDENTIAL
PORTIONS HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
AND
HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION (THE
"COMMISSION").
This
License Agreement (“Agreement”) is entered into as of April 10, 2006 (“Effective
Date”), by and between New
York Mercantile Exchange, Inc.,
a
Delaware corporation located at One North End Avenue, World Financial Center,
Xxx Xxxx, Xxx Xxxx 00000-0000 (“Licensor”); United
States Oil Fund, LP (“USOF”),
a Delaware limited partnership located at 0000 Xxxxxx Xxx Xxxxxxx, Xxxxx
000,
Xxxxxxx, Xxxxxxxxxx 00000; United
States Natural Gas Fund, LP (“USNG”),
a Delaware limited partnership located at 0000 Xxxxxx Xxx Xxxxxxx, Xxxxx
000,
Xxxxxxx, Xxxxxxxxxx 00000; United
States Gasoline Fund, LP
(“USGF”), a Delaware limited partnership located at 0000 Xxxxxx Xxx Xxxxxxx,
Xxxxx 000, Xxxxxxx, Xxxxxxxxxx 00000; United
States Heating Oil Fund, LP
(“USHO”), a Delaware limited partnership located at 0000 Xxxxxx Xxx Xxxxxxx,
Xxxxx 000, Xxxxxxx, Xxxxxxxxxx 00000; and Victoria
Bay Asset Management, LLC (“Victoria
Bay”), a Delaware liability company located at 0000 Xxxxxx Xxx Xxxxxxx, Xxxxx
000, Xxxxxxx, Xxxxxxxxxx 00000 (USOF, USNG, USGF, and USHO and Victoria Bay,
collectively, the “Licensees”) (Licensees and Licensor, collectively, the
“Parties”).
WHEREAS,
USOF
and Licensor entered into an Agreement in Principle dated April 7, 2006,
reflecting USOF’s intention to enter into a license agreement with Licensor in
connection with which USOF would obtain from Licensor a non-exclusive license
to
use certain of Licensor’s settlement prices and service marks pursuant to the
terms of such license agreement and Licensor would provide USOF with a limited,
worldwide, non-exclusive, non-transferable license to use such settlement
prices
and service marks on the terms and conditions set forth in such license
agreement; and
WHEREAS,
USNG,
USGF, USHO, and Victoria Bay, the general partner of each of USOF, USNG,
USGF,
and USHO, seek to enter into a license agreement with Licensor in connection
with which USNG, USGF, and USHO would obtain from Licensor a non-exclusive
license to use certain of Licensor’s settlement prices and service marks
pursuant to the terms of such license agreement and Licensor would provide
USNG,
USGF, and USHO with a limited, worldwide, non-exclusive, non-transferable
license to use such settlement prices and service marks on the terms and
conditions set forth in such license agreement; and
WHEREAS,
this
Agreement sets forth the terms and conditions that the Parties have agreed
shall
constitute the license agreement between Licensor, on the one hand, and
Licensees, on the other hand;
NOW,
THEREFORE,
in
consideration of the promises and the mutual agreements herein contained,
and
other good and valuable consideration, the Parties agree as follows:
| 1. |
DEFINITIONS
|
The
following terms, when used in this Agreement, shall have the respective meanings
set forth below:
| 1.1 |
“Effective
Date”
shall mean the date of this Agreement.
|
| 1.2 |
“Face
Amount”
shall mean, as to each type of Securities (i.e., the Crude Oil
Securities,
the Natural Gas Securities, the Gasoline Securities, and the Heating
Oil
Securities as defined in Paragraph 1.13 herein), the multiplicative
product of the factors (x) and (y) calculated as described below
on each
day that such type of Securities was traded on the American Stock
Exchange
(or such other stock exchange on which the Securities are currently
traded) during the Payment Quarter: (x) the number of that type
of
Securities outstanding on each such day, multiplied by (y) the
net asset
value of each of the Securities of that type, calculated for such
day as
described in the Prospectus for that type of
Securities.
|
| 1.3 |
“License
Fee”
shall mean the compensation that Licensees shall pay Licensor pursuant
to
Paragraph 5.1 of this Agreement.
|
| 1.4 |
“Licensees”
shall mean United States Oil Fund, LP, United States Natural Gas
Fund, LP,
United States Gasoline Fund, LP, United States Heating Oil Fund,
LP, and
Victoria Bay Asset Management, LLC.
|
| 1.5 |
“Licensor”
shall mean New York Mercantile Exchange, Inc. and its subsidiaries
and
affiliates.
|
| 1.6 |
“Market
Data”
shall mean the settlement prices (on a rolling basis) for the front
(or
spot) month, and the three months immediately thereafter for each
of the
futures contracts listed on Exhibit A.
|
| 1.7 |
“Marks”
shall mean the service marks and trade names NEW YORK MERCANTILE
EXCHANGE
and NYMEX.
|
| 1.8 |
“NYMEX”
shall mean New York Mercantile Exchange,
Inc.
|
| 1.9 |
“Payment
Report”
shall mean a document that contains data and information sufficient
to
show the calculation of the License Fee due and owing to Licensor
for each
Payment Quarter, that is substantially in the form of the document
annexed
as Exhibit B hereto, and is provided on a quarterly basis to Licensor
on
the Payment Reporting Date, pursuant to Article 5 of this
Agreement.
|
| 1.10 |
“Payment
Reporting Date”
shall mean the date on which Licensees report and pay, to Licensor,
the
License Fees for the immediately preceding Payment Quarter, and
such date
shall be 30 days after the close of such Payment Quarter.
|
| 1.11 |
“Payment
Quarter”
shall mean each of the four quarters of the calendar year (January
1
through March 31; April 1 through June 30; July 1 through September
30;
and October 1 through December 31).
|
| 1.12 |
“Prospectus”
shall mean (a) the prospectuses, and any amendments thereto, contained
in
the Registration Statement filed with the Securities and Exchange
Commission on May 16, 2005, File Number 333-124950, by USOF and
used in
connection with the offering and sale of the Crude Oil Securities
(as
defined in Paragraph 1.13 herein), (b) the prospectuses, and any
amendments thereto, contained in the Registration Statement filed
with the
Securities and Exchange Commission on October 6, 2006, File Number
333-137871, by USNG and used in connection with the offering and
sale of
the Natural Gas Securities (as defined in Paragraph 1.13 herein),
(c) the
prospectuses, and any amendments thereto, contained in the Registration
Statement filed with the Securities and Exchange Commission on
April 18,
2007, File Number 333-142206, by USGF and used in connection with
the
offering and sale of the Gasoline Securities (as defined in Paragraph
1.13
herein), and (d) the prospectuses, and any amendments thereto,
contained
in the Registration Statement filed with the Securities and Exchange
Commission on April 18, 2007, File Number 333-142211, by USHO and
used in
connection with the offering and sale of the Heating Oil Securities
(as
defined in Paragraph 1.13 herein), and the definition of “Prospectus”
shall include the final version of each such prospectus, and/or
each
prospectus supplement, on and after its date. Licensees represent
that the
description of the Market Data in each final prospectus, and/or
prospectus
supplement, will not deviate from the descriptions of the Market
Data in
the relevant Registration Statement described in this
Agreement.
|
| 1.13 |
“Securities”
shall mean the units of partnership interest, issued by one or
more of
Licensees as described in the Prospectus. There are or will be
four types
of Securities: (i) that type of Securities, whose investment objective
is
to have changes in percentage terms of the unit’s net asset value reflect
the changes in percentage terms of the settlement price for the
near
month’s or the next month’s futures contract for light, sweet crude oil
(for delivery in Cushing, Oklahoma), as traded on NYMEX’s exchange (the
“Crude Oil Securities”), (ii) that type of Securities, whose investment
objective is to have changes in percentage terms of the unit’s net asset
value reflect the changes in percentage terms of the settlement
price for
the near month’s or next month’s futures contract for natural gas (for
delivery in the Xxxxx Hub in Louisiana), as traded on NYMEX’s exchange
(the “Natural Gas Securities”), (iii) that type of Securities, whose
investment objective is to have changes in percentage terms of
the unit’s
net asset value reflect the changes in percentage terms of the settlement
price for the near month’s or next month’s futures contract for
Reformulated Gasoline Blendstock for Oxygen Blending (RBOB) (for
delivery
in New York harbor), as traded on NYMEX’s exchange (the “Gasoline
Securities”), and (iv) that type of Securities, whose investment objective
is to have changes in percentage terms of the unit’s net asset value
reflect the changes in percentage terms of the settlement price
for the
near month’s or the next month’s futures contract for heating oil (for
delivery in New York harbor), as traded on NYMEX’s exchange (the “Heating
Oil Securities”).
|
| 1.14 |
“Securities
Report”
shall mean a document that contains the following data and information
for
each type of Security (e.g., the Crude Oil Securities) for each
day of
trading during a Payment Quarter: (a) the date of trading, (b)
the number
of Securities of that type outstanding; (c) the net asset value
of that
type of Security, calculated for such day as described in the pertinent
Prospectus; and (d) the product of (b) multiplied by (c); that
is
substantially in the form of the document annexed as Exhibit C
hereto.
|
| 1.15 |
“Termination
Date”
shall mean the day before the third year anniversary of the Effective
Date.
|
| 1.16 |
“Total
Face Amount”
shall mean the total of the Face Amounts of all types of Securities
(i.e.,
the Crude Oil Securities, Natural Gas Securities, Gasoline Securities,
and
Heating Oil Securities) for the Payment
Quarter.
|
|
|
| 2. |
LICENSES
OF MARKET DATA AND MARKS, AND QUALITY
CONTROL
|
| 2.1 |
Licensor
hereby grants to Licensees a limited, worldwide, non-exclusive,
non-transferable license to use the Market Data solely for the issuance,
promotion, valuation, marketing and sale of the Securities, as
contemplated by the Prospectus, and (b) a limited, worldwide (to
the
extent Licensor has established service xxxx rights in the Marks
in
countries outside of the United States), non-exclusive, non-transferable
license to use the Marks only in connection with the identification
of the
source of the Market Data used in connection with Licensees’ issuance,
promotion, valuation, marketing and sale of the Securities, as
contemplated by the Prospectus. It is expressly agreed and understood
by
Licensees that no rights to use the Market Data and Marks are granted
hereunder to Licensees other than those specifically described and
expressly granted herein. Notwithstanding anything to the contrary
contained in this Agreement, other than the license expressly granted
in
this Paragraph 2.1 and limited to the terms and conditions stated
in this
Agreement, nothing herein grants to Licensees any rights or interests
in
any intellectual property of Licensor, including but not limited
to any
patent applications, patents, trade secrets, copyrights and/or
trademarks.
|
| 2.2 |
During
the term of this Agreement, Licensees may obtain the Market Data
from
Licensor’s website. To the extent that there is any conflict between the
terms of this Agreement and the terms and conditions of the Viewing
and
Usage Agreement on Licensor’s website (to which the viewer must consent
before being given access to viewing the Market Data on Licensor’s
website), this Agreement shall govern. Nothing herein shall be deemed
to
require Licensor to furnish any Market Data directly to
Licensees.
|
| 2.3 |
Licensor
shall have the right to review and control all uses of the Marks
by
Licensees hereunder, and Licensees shall promptly furnish to Licensor,
upon Licensor’s request, all materials, including, without limitation,
offering, marketing, and promotional materials, used in connection
with
the Securities in which any of the Marks are used, for Licensor’s review.
(Any such request may be made periodically, for example, a request
for
materials in use during the next three months, in which case Licensees
shall furnish to Licensor all such materials in use during such
three-month period.) After reviewing any such materials, Licensor
may
request that Licensees delete or revise any or all uses of the Marks
in
the materials. Licensee agrees to comply with any such reasonable
request
by Licensor. Licensees shall furnish, in advance, to Licensor all
materials (including, without limitation, offering, marketing, and
promotional materials) to be used in connection with the Securities,
in
which any of the Marks are used, for Licensor’s prior review and approval,
which approval shall not be unreasonably withheld. If Licensor does
not
disapprove within 10 business days of receipt of the materials, then
Licensor shall be deemed to have approved of the use of the Marks
in the
materials. In the event the materials, including, without limitation,
offering, marketing, and promotional materials, are issued or intended
to
be issued in a language other than English, Licensees shall provide
Licensor upon Licensor’s request with an English translation of such
materials. Notwithstanding anything herein to the contrary, Licensees
need
not furnish to Licensor, in advance for Licensor’s approval, the
Prospectus and other governmental or self-regulatory organization
filings
required to be made by Licensees under applicable law or regulation
in
connection with the Securities, so long as any uses of the Marks
therein
are limited to describing accurately the Market Data and Licensees’ use
thereof under the terms of this Agreement. Licensees agree that they
will
not use the Marks in such a way as likely to cause the belief that
Licensor sponsors, endorses, or approves the Securities, or is the
source
of the Securities. Licensees agree that the quality of the services,
in
connection with which the Marks may or will be used by Licensees
as
permitted herein, will be commensurate with Licensor’s reputation for
reliability and high quality in financial services, and Licensor
shall
have the right to require Licensees to adhere to that standard of
quality.
Licensees shall do nothing which will impair the validity of the
Marks,
Licensor’s rights in the Marks, or the good will symbolized by each of the
Marks.
|
|
|
| 3. |
OWNERSHIP
OF MARKET DATA AND
MARKS
|
| 3.1 |
Licensees
acknowledge and agree that the Market Data and Marks are, and under
all
circumstances shall remain, the sole and exclusive property of Licensor.
All applicable rights to patents, copyrights, trademarks and trade
secrets
and other intellectual property rights in or relating to the Market
Data
and Marks are, and under all circumstances shall remain, solely and
exclusively in Licensor. All goodwill resulting from usage of the
Marks by
Licensees hereunder shall accrue to the benefit of
Licensor.
|
| 3.2 |
Licensees
acknowledge and agree that Licensor is the owner of all rights in
and to
(a) all Market Data regarding and (b) all settlement prices created
for
the commodity futures contracts traded on NYMEX, including, without
limitation, all copyrights in the settlement prices created by NYMEX.
Licensees agree that Licensees will do nothing inconsistent with
such
ownership and will not challenge said
ownership.
|
| 3.3 |
Licensees
shall not assert against Licensor or any other licensee of Licensor
that
(a) either of them are barred from calculating any index based on,
or
linking any instrument to, the Market Data, or (b) either of them
are
barred from using, in any way, any index based on the Market Data
or
calculated with any Market Data or determining the value of any instrument
based on or calculated with any of the Market
Data.
|
|
|
| 4. |
CONFIDENTIALITY
|
| 4.1 |
Licensor
and Licensees shall not disclose to any third-party any of the financial
terms or conditions of this Agreement without the prior written consent
of
the other, except as required under applicable
law.
|
| 4.2 |
Licensees
acknowledge that the Market Data, and any other information that
may exist
from time to time which is provided to Licensees by or on behalf
of
Licensor, or to which Licensees are given access by or on behalf
of
Licensor, is, prior to such information being disclosed to the general
public, confidential to Licensor (all such information being “Confidential
Information”). Licensees shall maintain the confidentiality of
Confidential Information in a manner using at least as great a degree
of
care as the manner used by Licensees to maintain the confidentiality
of
their own confidential information, and Licensees’ other obligations under
this Paragraph shall not limit the generality of the
foregoing.
|
| 4.3 |
Except
as set forth in this Agreement, or with the prior written consent
of
Licensor, none of Licensees shall, at any time hereafter, directly
or
indirectly communicate or otherwise disclose or permit the disclosure
of
any Confidential Information to any other person or entity, use
Confidential Information for the benefit of any other person or entity,
or
use Confidential Information to the detriment of Licensor. Licensees
shall
disclose Confidential Information only to such of Licensees’ respective
employees, general partners, affiliates, agents and service providers
who
have a need to know such information in order for Licensees to exercise
their rights in accordance with the terms of this Agreement. Licensees
shall be accountable and responsible for any disclosure of Confidential
Information by such employees, general partners, affiliates, agents
and
service providers that in any way constitutes a breach of obligations
of
any of Licensees under this Article 4. Licensees shall ensure that
such
general partners, affiliates, agents and service providers agree
in
writing to be bound by the obligations set forth in this Paragraph
as if
such general partners, affiliates, agents, and service providers
were each
one of the Licensees.
|
| 4.4 |
This
Paragraph imposes no obligation of confidentiality upon Licensees
in
respect of information that: (i) was in Licensees’ possession before
receipt from Licensor or others acting on behalf of Licensor or (ii)
is or
becomes a matter of public knowledge through no fault of any of Licensees
(the disclosure of Licensor’s settlement prices on its website or through
vendors of market data shall not be regarded as making these prices
a
matter of public knowledge, and, under all circumstances, any and
all
Market Data shall be treated and considered as Confidential Information
hereunder until 4:00 p.m (New York time) on the day after the day
on which
such Market Data was created); or (iii) is received by Licensees
from a
third party without a duty of confidentiality; or (iv) is independently
developed by Licensees; or (v) is released in accordance with a valid
court or governmental order, provided that, for the purposes of this
clause (v), Licensees shall, at the expense of Licensor, provide
Licensor
with prompt notice of such order, including copies of subpoenas or
orders
requesting the Confidential Information, cooperate reasonably with
Licensor in resisting the disclosure of the Confidential Information
via a
protective order or other appropriate legal action, minimize any
such
disclosure to the Confidential Information specifically required
to be
disclosed and not make disclosure until Licensor has had a reasonable
opportunity to resist such disclosure, unless Licensees are ordered
to do
otherwise. Notwithstanding anything herein to the contrary, Licensees
may
disclose Market Data for the current trading day on Licensees’ website(s)
only upon each viewer confirming in advance (each time the viewer
seeks
access to the Market Data) his or her agreement to the terms and
conditions of the click-through agreement in the form and with the
terms
and conditions set forth in Exhibit D to this Agreement, and Licensees’
having provided in said click-through agreement a link, as shown
in
Exhibit D hereto, to a page setting forth the terms and conditions
as
stated in Exhibit E hereto.
|
|
|
| 5. |
COMPENSATION
|
| 5.1 |
As
payment in full for the license granted hereunder, Victoria Bay,
on behalf
of Licensees, shall pay, on a quarterly basis to Licensor, a license
fee
as set forth in the table below (“License Fee”) in U.S. dollars. Licensees
shall make all License Fee payments in compliance with this Article
5.
|
|
Total
Face Amount
|
License
Fee
|
|
Up
to and including $1 billion
|
[**THE
CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST
FOR
CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE
COMMISSION.**]
|
|
More
than $1 billion
|
[**THE
CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST
FOR
CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE
COMMISSION.**]
|
| 5.2 |
Victoria
Bay shall pay the License Fee to Licensor on a quarterly basis as
follows.
Quarterly payments shall be the sum of daily calculated License Fees
according to the following formula: daily License Fee = [(Total Face
Amount up to and including $1 billion X [**THE
CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE
COMMISSION.**]) ÷ 365] + [(Total Face Amount over $1
billion X [**THE
CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE
COMMISSION.**]) ÷ 365]. On days that the Securities are
not traded, the Face Amounts for the respective License Fees shall
be
those determined on the previous day on which the Securities were
traded.
In the event that either (x) the Effective Date is not the first
day of a
Payment Quarter or (y) the Termination Date or the date of termination
of
this agreement under Paragraphs 5.6, 11.2, or 11.3 herein is not
the last
day of a Payment Quarter, then the payment for the relevant Payment
Quarter shall be calculated based on the actual days in the Payment
Quarter. All quarterly payments shall be made by Victoria Bay to
Licensor
on each Payment Reporting Date by Victoria Bay sending to Licensor:
(a)
the relevant Payment Report together with the relevant Securities
Report
via electronic mail to xxxxxxxxx@xxxxx.xxx,
with copies to xxxxxxxx@xxxxx.xxx
and xxxxxxxxx@xxxxx.xxx;
and (b) payment of the appropriate Licensee Fee via wire payment
of funds
pursuant to the wire instructions set forth in Exhibit F, in U.S.
dollars,
without set-off, deduction or counterclaim whatsoever. Pursuant to
Paragraph 5.6 herein, Licensor shall have the right to review and
audit
the Payment Report and Licensees’ calculation of the License Fee. The
License Fees due by Licensees to Licensor for the period from April
10,
2006 through the date on which this Agreement is signed by Licensees
shall
be paid by Victoria Bay to Licensor in four equal installments over
the
next four Payment Quarters immediately following the date of such
signature, and, within ten (10) business days after this Agreement
has
been signed by the Parties, Victoria Bay shall provide, to Licensor,
Payment Reports for each Payment Quarter during the period from April
10,
2006 though the date on which this Agreement is signed by Licensees.
|
| 5.3 |
The
License Fee, plus any taxes payable or reimbursable to Licensor hereunder,
shall be remitted to Licensor, in U.S. dollars only, by electronic
transfer of immediately available
funds.
|
| 5.4 |
Licensees
shall pay all sales, use, transfer, value added or other taxes, if
any
(excluding taxes imposed on the net income of Licensor), levied or
imposed
by reason of the transactions contemplated herein. All payments to
be made
by Licensees to Licensor under this Agreement shall be made without
withholding or deduction for or on account of any present or future
taxes,
duties, assessments or governmental charges of whatever nature imposed
or
levied by or on behalf of any authority having power to tax unless
the
withholding or deduction of such taxes, duties, assessments or
governmental charges is required by law. In that event, Licensees
shall
pay such additional amounts as may be necessary in order that the
net
amounts received by Licensor after such withholding or deduction
shall
equal the amount which would have been receivable in respect of this
Agreement in the absence of such withholding or
deduction.
|
| 5.5 |
Licensees
agree that late charges shall accrue at a rate of 1 1/2% per month
(and be
added to the License Fee payable hereunder) on any amounts due and
unpaid
to Licensor within 15 days after the date due as provided for in
this
Article 5.
|
| 5.6 |
Licensor
shall have the right once each calendar year, and at its expense,
and upon
reasonable advance notice to Licensees to have a certified public
accountant audit, during normal business hours, at Licensees’ designated
place of business, the books and records of Licensees, which relate
to the
Face Amounts (as defined in Paragraph 1.3 herein), in order to verify
(i)
Licensees’ calculations of the License Fees stated in the Payment Reports
provided by Licensees to Licensor pursuant to this Agreement, and
(ii) the
elements used in such calculations. Licensees shall make all payments
required to be made to eliminate any discrepancy revealed by the
audit
performed by the certified public accountant. If as a result of any
such
audit of Licensees’ books and records, it is shown that Licensees’ payment
made to Licensor hereunder was less than the amount which should
have been
paid by an amount equal to five (5) percent or more of the payment
actually made for the period in question, Licensees shall also reimburse
Licensor for the reasonable costs of such audit and pay to Licensor
interest on the discrepancy at the prime commercial lending rate
of
Citibank, N.A., as publicly announced and in effect in the City of
New
York on the date of the report of such audit, from the date such
discrepancy was due to the date of payment. Notwithstanding anything
herein to the contrary, if as a result of any such audit of Licensees’
books and records, it is shown that Licensees’ payment made to Licensor
hereunder was less than the amount which should have been paid by
an
amount equal to ten (10) percent or more of the payment actually
made for
the period in question, Licensor shall be entitled to terminate this
Agreement upon thirty (30) days’ written notice to Licensees, subject to
cure by Licensees under Paragraph 11.3 herein. In the event Licensor
exercises its right to terminate this Agreement pursuant to the
immediately preceding sentence in this Paragraph 5.6, Licensees shall
remain liable for all amounts due to Licensor
hereunder.
|
|
|
| 6. |
DISCLAIMER
OF WARRANTIES
|
LICENSOR
DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE MARKET DATA
OR
ANY DATA USED TO CREATE IT. LICENSOR DOES NOT GUARANTEE THE UNINTERRUPTED OR
UNDELAYED CREATION OR DISSEMINATION OF THE MARKET DATA OR ANY DATA USED IN
CREATING IT. LICENSOR MAKES NO WARRANTY, EXPRESS OR IMPLIED, THAT LICENSEES’ USE
OF THE MARKET DATA OR ANY DATA USED TO CREATE IT WILL NOT INFRINGE ANY
INTELLECTUAL PROPERTY RIGHT OF ANY ENTITY, INCLUDING ANY OTHER INTELLECTUAL
PROPERTY RIGHT OF NYMEX. LICENSOR MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS
TO
RESULTS TO BE OBTAINED BY LICENSEES OR ANY OTHER PERSON OR ENTITY, FROM THE
USE
OF THE MARKET DATA OR ANY DATA, USED TO CREATE IT, IN CONNECTION WITH THE USE
LICENSED UNDER THIS AGREEMENT OR FOR ANY OTHER USE. LICENSOR MAKES NO EXPRESS
OR
IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL SUCH WARRANTIES, INCLUDING
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT
TO THE MARKET DATA OR ANY DATA USED IN CREATING IT.
| 7. |
LIMITATIONS
OF LIABILITY
|
IN
NO
EVENT SHALL LICENSOR, IT SUBSIDIARIES, OR ITS AFFILIATES, OR THEIR RESPECTIVE
MEMBERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES OR AGENTS, HAVE ANY LIABILITY
WHATSOEVER TO LICENSEES OR ANY OTHER PERSON OR ENTITY FOR ANY DAMAGES, WHETHER
DIRECT, SPECIAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL (INCLUDING LOST PROFITS),
ARISING FROM THE USE OF, OR THE INABILITY TO USE THE MARKET DATA, EVEN IF
NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
| 8. |
ALTERNATIVE
LIMITATION OF
LIABILITY
|
In
the
event that the disclaimer of warranties and limitations of liability set forth
in Paragraphs 6 and 7 above, respectively, are deemed invalid or ineffective
by
a court of competent jurisdiction, neither Licensor, nor its subsidiaries,
nor
its affiliates, nor their respective members, directors, managers, officers,
employees or agents, shall be liable to Licensees or any other person or entity
for any damage arising out of Licensees’ use of the Market Data in connection
with issuance, promotion, valuation, marketing and sale of the Securities,
any
interruption or delay by Licensor in the creation or dissemination of the Market
Data, or any inability of Licensees to use any of the Market Data, beyond the
actual amount of the damage (even if Licensor is found liable by any
court).
| 9. |
DISCLAIMER
|
Licensees
shall ensure that there is the following disclaimer stated conspicuously in
the
Prospectus (including any supplement thereto), on Licensees’ respective websites
(including, but not limited to, xxx.xxxxxxxxxxxxxxxxxxx.xxx
and
xxx.xxxxxxxxxxxxxxxxxxxxxxxxxx.xxx),
and in
all offering, marketing, and promotional materials used or furnished by
Licensees in connection with the Securities and in which the Marks are
used.
“NEW
YORK
MERCANTILE EXCHANGE, INC. (i) DOES NOT IN ANY WAY PARTICIPATE IN THE OFFERING,
SALE, OR ADMINISTRATION OF THE UNITS, OR ANY PAYMENTS TO BE MADE ON ANY OF
THE
UNITS, (ii) DOES NOT IN ANY WAY ENSURE THE ACCURACY OF ANY OF THE STATEMENTS
MADE IN THE PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT OR THIS DOCUMENT, (iii)
IS
NOT LIABLE FOR ANY ERROR OR OMISSION IN ANY SETTLEMENT PRICE USED IN CONNECTION
WITH THE UNITS, AND (iv) IS NOT IN ANY WAY AN OFFEROR OF THE
UNITS.”
| 10. |
INDEMNIFICATION
|
| 10.1 |
Licensees
shall defend, indemnify and hold Licensor, its affiliates and subsidiary,
and their respective members, directors, managers, officers, employees
and
agents (collectively, “Licensor Indemnitees”), harmless from and against
any and all liability, losses, claims, damages, settlements, judgments,
costs and expenses, including, but not limited to, reasonable legal
fees,
which any of Licensor Indemnitees may suffer as a result of any claim
by
any person arising from (a) the offering for sale, marketing, sale,
or
payment of any of the Securities, or (b) use by any of Licensees
of, or
the inability of any of Licensees to use, Market Data, or (c) use
by any
of Licensees of any of the Marks as licensed herein (other than a
claim
against Licensees of the type as to which Licensor indemnifies Licensees
hereunder), provided that Licensees are promptly notified in writing
of
any such claim. Licensees shall not have the exclusive right to control
the defense of such claim. In no event shall Licensees settle or
compromise any claim described above without Licensor’s prior written
approval, which approval shall not be unreasonably withheld, unless
(i)
such settlement requires only the payment of money by any of Licensees
and
(ii) Licensees, as part of such settlement, secure a full and complete
release of the Licensor Indemnitees from the claim and any liability
thereunder. Licensor shall be deemed to have reasonably withheld
consent
to a settlement where such settlement would or may impair any intellectual
property or contractual rights of or claimed by Licensor. Licensor
shall
have the right, at its own cost and expense, to assist in the defense
of
any such claim and to be personally represented by counsel of its
choice.
|
| 10.2 |
Licensor
shall defend, indemnify and hold Licensees and their respective general
partners, directors, managers, officers, employees and agents
(collectively, “Licensee Indemnitees”), harmless from and against any and
all liability, losses, claims, damages, settlements, judgments, costs
and
expenses, including, but not limited to, reasonable legal fees, which
any
of Licensee Indemnitees may suffer as a result of any claim by any
person
that the Market Data or use by any of Licensees of the Marks infringe
or
violate the patent, copyright, license, trade secret, trademark or
other
intellectual property rights of such person, provided that (i) Licensees’
use of the Market Data and Marks are in accordance with the terms
of this
Agreement, (ii) any such claim of infringement or violation of trademark
rights is brought in a jurisdiction in which Licensor owns registrations
for the Marks, (iii) Licensor is promptly notified in writing of
any such
claim, and (iv) Licensor shall have the exclusive right to control
the
defense of such claim. Licensees shall have the right, at their own
cost
and expense, to assist in the defense of any such claim and to be
personally represented by counsel of their choice. Licensor’s
indemnification as set forth herein shall not extend to any claim
by
Licensor that use by any of Licensees of the Market Data or the Marks
infringes any intellectual property right of Licensor not expressly
licensed to Licensees herein.
|
|
|
| 11. |
TERM
AND TERMINATION
|
| 11.1 |
Unless
earlier terminated as provided in Paragraphs 5.6 or 11.3 herein,
this
Agreement shall become effective as of the Effective Date, and shall
remain in effect for an initial term through the Termination
Date.
|
| 11.2 |
At
the end of the initial term and any extended term thereafter, the
Agreement shall be automatically renewed for further periods of one
(1)
year each, on the same terms and conditions, unless either Licensor,
on
the one hand, or Licensees, on the other hand, give notice to the
other in
writing, no later than 180 days prior to the end of the then existing
term, that the party giving notice is exercising its option to terminate
the Agreement effective the last day of the then existing term. In
the
event such notice is given in accordance with the immediately preceding
sentence in this Paragraph 11.2, this Agreement shall terminate on
the
last day of the term during which such notice was given.
|
| 11.3 |
Notwithstanding
anything herein to the contrary, this Agreement may be terminated
immediately in the event of a breach by any of Licensees or Licensor
of
any material term hereof, which breach remains uncured fifteen (15)
days
after delivery of notice to the breaching party
thereof.
|
| 11.4 |
Upon
termination of this Agreement, Licensees shall cease all use of the
Market
Data and Marks licensed hereunder and immediately pay to Licensor
all
amounts due and owing to Licensor hereunder up to and including the
date
of termination. Except as expressly set forth herein, upon termination,
this Agreement shall be of no further force and
effect.
|
|
|
| 12. |
NOTICES
|
All
notices or communications to be given under this Agreement shall be in writing,
in the English language only, and delivered either by (a) hand with written
confirmation of receipt required, (b) internationally recognized overnight
courier (e.g., Federal Express, UPS or DHL) providing written confirmation
of
delivery, or (c) registered or certified mail, return receipt requested, postage
prepaid, to the Parties at their respective addresses set forth below, or at
such other address as either party may from time to time designate by prior
written notice to the other. All notices will be deemed given when delivered
personally, if mailed by registered or certified mail, five (5) days from the
date of mailing, or if delivered by overnight courier, 72 hours after being
delivered to such overnight courier.
|
If
to Licensor:
|
|
|
New
York Mercantile Exchange, Inc.
|
|
|
Xxx
Xxxxx Xxx Xxxxxx
|
|
|
World
Financial Center
|
|
|
Xxx
Xxxx, XX 00000
|
|
|
Attention:
General Counsel
|
|
|
If
to Licensees:
|
|
|
Victoria
Bay Asset Management, LLC
|
|
|
0000
Xxxxxx Xxx Xxxxxxx, Xxxxx 000
|
|
|
Xxxxxxx,
Xxxxxxxxxx 00000
|
|
|
Attention:
Xxxxxxxx Xxxxxx
|
| 13. |
ASSIGNMENT
|
Neither
Licensor, on the one hand, nor any of Licensees, on the other hand, shall make
or suffer any transfer, assignment, license, sublicense, or other disposition
of
any right or interest under this Agreement without the prior written consent
of
the other party, which written consent shall not be unreasonably withheld,
and
any purported transfer, assignment, license, sublicense or other disposition
of
any such right or interest without the other party’s prior written consent shall
be null and void and of no effect. Notwithstanding the foregoing, (a) Licensor
shall be entitled to assign its rights and obligations hereunder to any
successor in interest to all or substantially all of its business or assets,
and
(b) any general partner, affiliate, agent and service provider of the Licensees
may use the Market Data and the Marks, subject to the same conditions and terms
herein as apply to Licensees’ use of the Market Data and Marks, in connection
with the issuance, promotion, valuation, marketing and sales of the Securities,
provided that (i) Licensor approves of such use, in writing in advance, by
such
general partner, affiliate, agent and service provider, which approval shall
not
be unreasonably withheld, and (ii) Licensees shall ensure that each such general
partner, affiliate, agent and service provider agrees in writing in advance
to
be bound by the same terms and conditions herein as apply to Licensees’ use of
the Market Data and Marks and such signed writing is promptly furnished to
Licensor. Licensor shall be deemed to have reasonably withheld approval under
this Article 13 if the person to whom Licensees intend to transfer, assign,
license, sublicense, or make any other disposition of any right or interest
under this Agreement or whom Licensees intend may use the Market Data and Marks
is a litigant adverse to or a competitor of, or is an affiliate, parent, or
subsidiary of a litigant adverse to or a competitor of Licensor or any of its
subsidiaries, parents, or affiliates.
| 14. |
AMENDMENTS
|
This
Agreement may not be modified, altered, amended, changed, waived, or superseded
except by agreement in writing signed by the Parties.
| 15. |
WAIVERS
|
No
provision of this Agreement may be waived except by a written instrument signed
by the party charged with the waiver. Neither the delay nor failure of either
Licensor or Licensees in exercising any right with the respect to any breach
or
default by the other under any provision of this Agreement, nor the partial
or
single exercise thereof, shall be deemed to constitute a waiver of such right
with respect to any other breach or default by such other under that or any
other provision of this Agreement. Furthermore, no breach, default or threatened
breach or default, under any provision of this Agreement, by either Licensor
or
Licensees shall relieve the other of its obligations or liabilities under this
Agreement. Nothing in the foregoing sentence shall be construed to (a) limit
the
right of Licensor to terminate this Agreement pursuant to Paragraph 11.3 herein
or (b) impose on or require the performance of any obligation by Licensor
following termination pursuant to said Paragraph. Nothing in this Article shall
be construed to (a) limit the rights of Licensor to terminate this Agreement
pursuant to Article 11 herein, or otherwise under the law, including but not
limited to terminating for uncured breach hereof by any of Licensees or (b)
impose any obligation on Licensor, or require the performance of any obligation
herein by Licensor following termination of this Agreement.
| 16. |
GOVERNING
LAW
|
This
Agreement is made in, and shall be governed by and construed in accordance
with
the laws of the State of New York without regard to conflicts of law principles.
The Parties hereby consent to the exclusive jurisdiction of the state and
federal courts located in the County of New York, State of New York for the
purpose of any action or proceeding brought by any of them in connection with
this Agreement or any alleged breach thereof. Licensees hereby consent and
agree
to the exercise of personal jurisdiction over each of Licensees by any such
court in the County and State of New York in any action or proceeding brought
by
Licensor against Licensees or any of them in connection with this Agreement
or
any alleged breach thereof. Licensees hereby waive any objection to venue for
any such action or proceeding in any such court in the County and State of
New
York. Licensees hereby agree that Licensor may make effective service of the
summons and complaint in any such action or proceeding on any of Licensees
by
use of an internationally recognized courier (e.g., Federal Express, UPS, or
DHL), or registered or certified mail, return receipt requested, postage
prepaid, addressed to Licensees or such of Licensees as are named as defendants
in such action or proceeding and to the attention of the individual as
identified in Article 12 of this Agreement.
| 17. |
SEVERABILITY
|
The
invalidity or unenforceability of any term or provision of this Agreement shall
in no way affect the remaining terms and provisions hereof, and such invalid
or
unenforceable provision shall be replaced by a mutually acceptable provision
of
like economic intent and effect.
| 18. |
BINDING
EFFECT
|
This
Agreement shall be binding upon and inure to the benefit of the Parties, and
their respective permitted successors and assigns.
| 19. |
CONSTRUCTION
|
Whenever
the word “person” or “persons” is used in this Agreement, it shall be deemed to
include but is not limited to a natural person, firm, partnership, corporation,
proprietorship, limited liability company, association or any other
organization. Article titles in no way limit or modify the contents of their
respective paragraphs and are for reference purposes only. As used herein,
the
singular of any term includes the plural and the plural means the singular,
whenever the context so requires.
| 20. |
ENTIRE
AGREEMENT
|
This
Agreement constitutes the entire understanding of the Parties with respect
to
the subject matter hereof, and supersedes all previous negotiations,
representations and agreements, if any, with respect thereto between the
Parties.
| 21. |
SURVIVAL
|
Notwithstanding
anything to the contrary contained in this Agreement, (a) Articles 1, 3, 4,
6,
7, 8, 10, 12 and 15 through 21 hereof, (b) Paragraph 11.4 hereof, and (c)
Licensees’ obligation to pay Licensor all amounts due hereunder up to and
including the date of termination of this Agreement, shall survive termination
of this Agreement.
| 22. |
COUNTERPARTS
|
This
Agreement may be executed in several counterparts, each of which shall be deemed
to be an original, and all of which, when taken together, shall constitute
one
and the same instrument.
IN
WITNESS WHEREOF,
the
Parties hereto have caused this Agreement to be duly executed and delivered
by
their respective authorized officers as of the date set forth
above.
|
NEW
YORK MERCANTILE EXCHANGE, INC.
|
|||
|
By:
|
/s/ Xxxxx Xxxxxxx | ||
|
Name:
|
Xxxxx
Xxxxxxx
|
||
|
Title:
|
President
|
||
|
UNITED
STATES OIL FUND, LP
|
|||
|
By:
|
Victoria
Bay Asset Management, LLC, General Partner
|
||
|
By:
|
/s/ Xxxxxxxx Xxxxxx | ||
|
Name:
|
Xxxxxxxx
Xxxxxx
|
||
|
Title:
|
Managing
Member of Victoria Bay Asset Management,
LLC
|
||
|
By:
|
Victoria
Bay Asset Management, LLC, General Partner
|
||
|
By:
|
/s/ Xxxxxxxx Xxxxxx | ||
|
Name:
|
Xxxxxxxx
Xxxxxx
|
||
|
Title:
|
Managing
Member of Victoria Bay Asset Management, LLC
|
||
|
UNITED
STATES GASOLINE FUND, LP
|
|||
|
By:
|
Victoria
Bay Asset Management, LLC, General Partner
|
||
|
By:
|
/s/ Xxxxxxxx Xxxxxx | ||
|
Name:
|
Xxxxxxxx
Xxxxxx
|
||
|
Title:
|
Managing
Member of Victoria Bay Asset Management, LLC
|
||
|
UNITED
STATES HEATING OIL FUND, LP
|
|||
|
By:
|
Victoria
Bay Asset Management, LLC, General Partner
|
||
|
By:
|
/s/ Xxxxxxxx Xxxxxx | ||
|
Name:
|
Xxxxxxxx
Xxxxxx
|
||
|
Title:
|
Managing
Member of Victoria Bay Asset Management, LLC
|
||
|
VICTORIA
BAY ASSET MANAGEMENT, LLC
|
|||
|
By:
|
/s/ Xxxxxxxx Xxxxxx | ||
|
Name:
|
Xxxxxxxx
Xxxxxx
|
||
|
Title:
|
Managing
Member
|
||
EXHIBIT
A
MARKET
DATA
Settlement
Prices:
| · |
NYMEX
Light, Sweet Crude Oil (for delivery in Cushing,
Oklahoma)
|
| · |
NYMEX
Natural Gas (for delivery at Xxxxx Hub,
Louisiana)
|
| · |
NYMEX
Reformulated Gasoline Blendstock for Oxygen Blending (RBOB) (for
delivery
in New York harbor)
|
| · |
NYMEX
Heating Oil (for delivery in New York harbor)
|
EXHIBIT
B
SAMPLE
COVER PAGE TO PAYMENT REPORT
[Date]
|
Re:
|
License
Fee from Victoria Bay Asset Management, LLC, United States Oil
Fund, LP,
United States Natural Gas Fund, LP, United States Gasoline Fund,
LP, and
United States Heating Oil Fund, LP, covering the quarter beginning
_______________ to
______________.
|
The
daily
Face Amount for each type of Securities (i.e., Crude Oil Securities, Natural
Gas
Securities, Gasoline Securities, and Heating Oil Securities) was calculated
for
each day as follows: the number of that type of Securities outstanding on
that
day X the net asset value of each of that type of Securities.
The
License Fee for this quarter was calculated as the sum of daily calculated
License Fees according to the following formula: daily License Fee = [(Total
Face Amount up to and including $1 billion X [**THE
CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.**])
÷ 365] + [(Total Face Amount over $1 billion X [**THE
CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.**])
÷ 365]. On days that the Securities were not traded, the Total
Face Amounts for
the respective License Fees were those determined on the previous day on
which
the Securities were traded. In the event that either (x) the Effective Date
was
not the first day of a Payment Quarter or (y) the Termination Date was not
the
last day of a Payment Quarter, then the payment for the relevant Payment
Quarter
were calculated based on the actual days in the Payment Quarter.
The
License Fee due to NYMEX from Victoria Bay Asset Management, LLC, United
States
Oil Fund, LP, United States Natural Gas Fund, LP, United States Gasoline
Fund,
LP, and United States Heating Oil Fund, LP for this quarter is $ [numerical
amount]. [Please invoice the Victoria Bay Asset Management, LLC Finance
Department for this amount.]
EXHIBIT
C
Sample
Securities Report
|
A
Date
|
B
Number
of Crude Oil Securities Outstanding
|
C
Net
Asset Value of Each Security
|
D
Product
of B
Multiplied
by C
|
|
A
Date
|
B
Number
of Natural Gas Securities Outstanding
|
C
Net
Asset Value of Each Security
|
D
Product
of B
Multiplied
by C
|
|
A
Date
|
B
Number
of Gasoline Securities Outstanding
|
C
Net
Asset Value of Each Security
|
D
Product
of B
Multiplied
by C
|
|
A
Date
|
B
Number
of Heating Oil Securities Outstanding
|
C
Net
Asset Value of Each Security
|
D
Product
of B
Multiplied
by C
|
EXHIBIT
D
IN
ORDER
TO VIEW ANY SETTLEMENT PRICES OF NEW YORK MERCANTILE EXCHANGE, INC. ON THIS
WEBSITE, VIEWER MUST SELECT THE “OK” OPTION BELOW. BY MAKING THAT SELECTION,
VIEWER AGREES TO THE TERMS OF THE AGREEMENT
RESTRICTING USAGE OF ANY SUCH SETTLEMENT PRICES, WHICH TERMS AND AGREEMENT
CAN
BE VIEWED BY CLICKING ON THE WORD “AGREEMENT” ABOVE.
O OK
O Cancel
EXHIBIT
E
Viewing
and Usage Agreement
NEW
YORK
MERCANTILE EXCHANGE, INC. ("NYMEX") PERMITS ACCESS TO VIEWING, ON THE WEBSITE
OF
[insert
name of the fund and, in parentheses, the defined, abbreviated name of the
fund,
e.g., UNITED STATES NATURAL GAS FUND, LP (“USNG”)],
NYMEX
MARKET DATA (AS DEFINED BELOW) ONLY IF YOU, VIEWER, AGREE TO THE BELOW TERMS.
THIS PAGE MAY BE PRINTED SO THAT YOU CAN RETAIN A HARD COPY OF IT.
| 1. |
"NYMEX
Market Data" means herein the current business day’s settlement prices for
the [insert
light sweet crude oil, natural gas, gasoline, or heating
oil]
futures contracts traded on NYMEX for delivery in the next month
and/or
the month immediately thereafter, and the two months immediately
thereafter and all information and data derived from the foregoing
that
convey information substantially equivalent to NYMEX Market
Data.
|
| 2. |
Viewer
agrees that NYMEX has exclusive and valuable property rights in and
to
NYMEX Market Data, that it constitutes valuable confidential information,
trade secrets, and/or proprietary rights of NYMEX, not within the
public
domain, and that, but for this Agreement, the viewer would have no
rights
or access to NYMEX Market Data.
|
| 3. |
Viewer
agrees not to use, disseminate, or copy any of the NYMEX Market Data
other
than as expressly permitted in this Agreement. Viewer may use NYMEX
Market
Data only for viewer's (a) trading, for viewer's own account or the
account of viewer's customers, of commodity futures contracts, options
on
commodity futures contracts, similar instruments, or the securities
issued
by [insert
defined, abbreviated name of the fund, e.g., USNG]
(the “Securities”), or (b) evaluating, for viewer's own internal business
decisions or advice to viewer's customers, the movements or trends
in
markets for any of the foregoing, subject to the limitations set
forth
below. Viewer also agrees that he or she will not communicate, or
permit
to be communicated, NYMEX Market Data to any other person, except
that
viewer may, in the regular course of business, occasionally furnish,
to
each of viewer's customers, in a quantity restricted to that necessary
to
enable viewer to conduct viewer's business, a de minimis number of
segments of NYMEX Market Data by telephonic communications not entailing
the use of computerized voice synthesization or any other technology
and
must be strictly related to the trading activity of viewer (a) on
his or
her own behalf or (b) on behalf of his or her customers.
|
| 4. |
DISCLAIMER
OF WARRANTIES. VIEWER AGREES THAT NYMEX MAKES NO REPRESENTATIONS
OR
WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO NYMEX MARKET DATA,
OR THE
TRANSMISSION, TIMELINESS, ACCURACY OR COMPLETENESS THEREOF, INCLUDING,
WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR ANY WARRANTIES OF
MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, AND
THOSE
ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM ANY COURSE OF DEALING
OR
USAGE OF TRADE.
|
| 5. |
Viewer
agrees that neither NYMEX nor any of its affiliates, nor any of their
respective members, directors, officers, employees or agents, guarantees
the sequence, accuracy or completeness of NYMEX Market Data, nor
shall any
of them be liable to viewer, any other individual, or any entity
for any
delays, inaccuracies, errors or omissions in NYMEX Market Data, or
in the
transmission thereof, or for any other damages arising in connection
with
viewer's receipt or use of NYMEX Market
Data.
|
EXHIBIT
F
WIRE
PAYMENT INSTRUCTIONS
The
following exhibit has been omitted and will be supplementally furnished to
the
Commission upon request.
