1.1 BY INSTALLING, ACCESSING OR USING GFI'S APIS, PLUG-INS, OR TRADING SYSTEMS (TOGETHER OR INDIVIDUALLY THE "SYSTEM") OR ANY PART THEREOF, YOU ACKNOWLEDGE, REPRESENT AND CONFIRM THAT YOU ARE AN AUTHORIZED USER (AS DEFINED IN THE APPLICABLE AUTHORIZED USER REGISTRATION FORM OR APPROVAL AGREEMENT (EACH, THE 'AUTHORIZED USER REGISTRATION DCOUMENTATION') AND FURTHERMORE ARE AUTHORIZED TO BIND THE COMPANY (AS DEFINED IN THE AUTHORIZED USER REGISTRATION DOCUMENTATION) TO THE TERMS CONTAINED WITHIN THIS AGREEMENT.
1.2 The Authorized User Registration Documentation sets out the 'Relevant GFI Entity' which from time to time (i) owns or operates the particular System in question; and/or (ii) acts in the capacity of inter-dealer broker in connection with that System; and each such Relevant GFI Entity shall have an interest in, take the benefit of and be bound by the terms of this Agreement, as applicable, such entity hereinafter referred to as 'GFI'.
1.3 The System shall provide the facility for the Company to enter into transactions in certain financial securities, products or derivatives, in order for such transactions to be matched with other counterparties ('Transactions').
1.4 For the purposes of the this Agreement, 'Affiliates' shall mean a company that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with GFI or the Company.
1.5 Further to Clause 1.1, by installing, accessing or in any way using any of the Systems, whether itself or through its or its Affiliates' traders, employees or agents, the Company agrees to and warrants that the Authorized Users are bound by this Agreement in respect of that System.' GFI may from time to time notify Company of certain additional rules concerning the actual use of the system ('Rules of Use').
1.6 The Company agrees that any duty under these terms and conditions shall apply equally to the Authorized Users and that the Company shall ensure that such Authorized Users act in accordance with these terms and conditions.' Any reference to the Company shall apply equally to the Authorized User, including, but not limited to, requirements to act or not act in a particular manner.
2.1 The Company's access to and use of the System shall further be subject to and governed by the provisions of any Rules of Use.' In the event of any inconsistency between the provisions of any Rules of Use and the terms of this Agreement, the terms of the Rules of Use shall prevail.'
2.2 From time to time GFI may issue certain guidelines as to the use of the System ("System Protocols").' GFI shall have the right to amend the provisions of any System Protocol on reasonable prior written notice, which may be in the form of an email or written notice to the Authorized Users, or the Company, provided that any amendment may be made effective immediately on notice to the Authorized User or the Company where in GFI's reasonable opinion, it is necessary to permit the System and/or GFI to comply with any applicable legal or regulatory requirement, applicable market convention or to facilitate the continued operation or use of the System or any part thereof.' The user's continued use of the System after receipt of such a notice shall constitute acceptance of such an amendment.
2.3 Company acknowledges and agrees that it is responsible, at its own expense, for procuring, installing, operating and/or maintaining any Internet bandwidth and access, communications, other information technology items that are required to access the System. The operating instructions and description of the minimum required configuration to access and use the System are available from GFI at any time upon reasonable request.
3.1 GFI grants to the Company, until such time as this Agreement is terminated with immediate effect by either party giving written notice to the other party and on the terms below, a non-exclusive, non-transferable, non-sublicensable license to install and use the System.
3.2 The Company will not, and will ensure that its staff will not, tamper with, adapt, reverse engineer, decompile, disassemble, modify, assign, sell, transfer, lease, charge, copy, disseminate or otherwise dispose of the System or System trade/price data in whole or part.'
4.1 GFI's role in respect of any Transaction may be as (i) a name-passing/introducing broker or (ii) as a matched/riskless principal broker (including via a clearer) as specified in the System Protocol or as contemplated by the System.' In the event that GFI is acting as a principal in relation to a Transaction, the Confirmation (as defined below) for such Transaction or the System will specify that GFI is the counterparty to the Transaction.' If the Confirmation or the System does not specify that GFI is the counterparty to the Transaction, GFI shall be acting solely as a name-passing/introducing broker. NOTWITHSTANDING ANYTHING ELSE CONTAINED HEREIN, GFI SHALL NOT BE A COUNTERPARTY TO, OR ACT IN A PRINCIPAL BASIS FOR, A CREDIT DERIVATIVE TRANSACTION, OR ANY SUCH OTHER PRODUCT IN WHICH GFI DOES NOT PRIMARILY ACT IN A PRINCIPAL CAPACITY WHEN EXECUTING TRANSACTIONS THROUGH ITS VOICE BROKING DESKS.
4.2 Where GFI is acting as name-passing/introducing broker in relation to a Transaction, GFI shall not, directly or indirectly, be a principal to any Transaction or be responsible for, or otherwise guarantee, performance of any Transaction entered into by the Company.
4.3 WHERE GFI OR ITS CLEARER IS ACTING AS PRINCIPAL IN RELATION TO A TRANSACTION, THE USER ACKNOWLEDGES AND AGREES THAT SUCH TRANSACTION MAY BE ENTERED INTO BY GFI OR ITS CLEARER ON A MATCHED OR RISKLESS PRINCIPAL BASIS.'
5.1 GFI shall, during the term of this Agreement, provide the System to Company on such days and hours as it may establish and notify to Company from time to time and shall operate the System in accordance with this Agreement (including, the System Protocol), applicable market/system customs and conventions and otherwise as contemplated by the System.
5.2 In using the System and entering into trades, the Company will act as principal and in accordance with applicable law, regulation and market convention.'
5.3 GFI does not guarantee that the System will always be accessible and the Company acknowledges that access to and operation of the System may be prevented by circumstances beyond GFI's control.' GFI has the right at any time to withdraw, suspend or modify the availability of all or part of the System in its absolute discretion with or without notice to the Company.
5.4 Furthermore, GFI shall have the right with or without notice (but giving as much notice as reasonably practicable) to suspend or limit the Authorized User's access to the System or any part of the System or to decline to grant access to an Authorized User an ID including, without limitation, in the event that (i) Company, or any Authorized User(s), is not eligible for such access under the System Protocol; or (ii) GFI, in its reasonable opinion, considers such action to be necessary to protect and preserve the security or integrity of the System, GFI's rights in the System or other authorized users of the System; or (iii) GFI suspects market or System abuse, misuse or non-use.
5.5 SYSTEM TRADING BRINGS SPECIAL RISKS TO VOICE-BROKERED MARKETS OF WHICH COUNTERPARTIES SHOULD NOT UNFAIRLY TAKE ADVANTAGE. ACCORDINGLY, GFI SHALL NOT BE RESPONSIBLE FOR MANIFEST OR OBVIOUS INPUT OR OTHER ERRORS RESULTING IN TRADES AT MANIFESTLY UNUSUAL OR OFF-MARKET PRICES OR SIZES AND ANY RESULTANT TRADES MAY, AT GFI'S SOLE DISCRETION, BE DEEMED CANCELLED WITHOUT LIABILITY TO GFI. ON DISCOVERY BY USER OF WHAT IS BELIEVED TO BE AN ERROR, DISCREPANCY OR OMISSION IN RELATION TO ANY INSTRUCTIONS SUBMITTED OR TRADES EXECUTED BY USER VIA THE SYSTEM, USER SHALL IMMEDIATELY NOTIFY GFI BY CONTACTING A GFI BROKER REPRESENTATIVE.' THE USER ACCEPTS AND AGREES THAT IT IS ENTIRELY RESPONSIBLE FOR ALL MAPPING WITH ANY THIRD PARTY SYSTEM THAT HAS NOT BEEN INSTALLED BY GFI.' GFI SHALL HAVE THE RIGHT TO CANCEL ANY TRANSACTION ON REASONABLE GROUNDS INCLUDING, WITHOUT LIMITATION, ON ANY GROUNDS SET OUT IN THE SYSTEM PROTOCOL, MANIFEST ERROR OR MARKET OR SYSTEM ABUSE OR MISUSE.
5.6 IN PROCESSING A TRADE ENTERED ONTO THE SYSTEM, WHEREBY MULTIPLE COUNTERPARTIES ARE REQUIRED, USER ACCEPTS THAT IT WILL BE IN GFI'S SOLE DISCRETION WHETHER OR NOT TO PROVIDE PARTIAL DELIVERY, IN THE CIRCUMSTANCE WHERE ONE OF THE COUNTERPARTIES FAILS TO DELIVER ANY THE SPECIFIED SECURITIES UNDER THE TRANSACTION.
6.1 Before being granted access to the System, Company must (i) have entered into an Authorized User Registration Documentation setting out the Authorized Users and (ii) met the criteria in any appropriate System Protocol.
6.2 GFI will acknowledge properly executed trades electronically through a notice of execution delivered through the System or trade confirmations delivered over customary back-office communication modes established between GFI and the Company's back-office (each a 'Confirmation'). Confirmations sent to Company shall reflect the terms of the Transaction entered into by an Authorized User in accordance with this Agreement and the Company shall notify GFI of any error or mistake in the Confirmation immediately upon receipt thereof provided, however, that cancellation of any Transaction shall be subject to Clause 5.5 above.' GFI will not be held liable for trade differences or other errors that arise as a result of Confirmations not being checked on a prompt basis.
6.3 Company and not GFI, shall be solely and exclusively responsible for Company's Transactions and for any and all damages, expenses, or liabilities incurred or suffered as a result of Company's fault or negligence, as well as the fault or negligence of any individuals that Company authorizes to access and use the System on Company's behalf, or any individual gaining access to the System or GFI's Web Site using the passwords or identifications ('ID') of any of the Authorized Users. GFI shall not be liable or responsible in the event of any misappropriation, misuse or theft of any IDs.
6.4 GFI shall have no duty to verify whether any information submitted to the System by any person using Company's valid IDs was authorized by the Company and the Company will be bound by any and all such bids, offers and other orders and commands and resultant Transactions.
6.5 In connection with Company's use of the System, the operation of the System (including the matching of bids and offers received by the System and the formation of Transactions with respect thereto) shall be based on, and Company shall be bound by all bids, offers, other orders or commands and/or other input information received by GFI from (i) the Company; (ii) any person accessing the System using Company's valid ID; or (iii) GFI on Company's behalf and request; in each case in the form and at the time in which such information is determined received by the System at the communications server located at a GFI central order matching site (the 'Central Network Gateway') regardless of whether or not such information has been altered or corrupted prior to reaching the Central Network Gateway and subject always to the System's internal operational trading rules.
6.6 Recognising the global nature of the Internet and the System, Company agrees to ensure that Authorized Users will only access the System if they are eligible to enter into trades pursuant to all applicable law, including the laws and regulations of the jurisdiction or jurisdictions where the Authorized Users are located, where Company is registered, or from where Authorized Users trade.
6.7 When GFI enters into or arranges a Transaction for the Company, GFI or an Affiliate of GFI may have an interest, relationship or arrangement that is material in relation to the Transaction or product concerned (for example, GFI may be dealing as principal for its own account by selling the product concerned to the Company or buying it from the Company, or GFI may be matching the Company's transaction with that of another company by acting on its behalf as well as that of the Company) and the Company agrees that GFI shall not be obliged to disclose this to the Company or to account to the Company for any profit.' GFI may receive fees from both the Company and another company in respect of a Transaction effected through the System and GFI shall have no duty to account to the Company for such fees.
7.1 Company shall (i) comply with all reasonable instructions notified to the Company by GFI from time to time in relation to the Company's access to and use of the System; (ii) notify GFI immediately of any defect in the System or any unauthorized access or change to the System of which Company becomes aware; and (iii) be responsible for any Transaction formed through the System as a result of the proper use or misuse by the Company of the System.
7.2 Company shall not use the System with the intention of avoiding payment of Commissions (for example, by using the System to identify a potential counterparty with a view to trading directly with such counterparty outside the System, or by entering into a low volume of Transactions on the System with the specific intention of subsequently entering into further identical Transactions with the same counterparty outside the System, in each case, without using GFI as the broker).
8.1 All fees and commissions, where applicable, in relation to Transactions executed via the System shall be paid (without any right of set-off or deduction) on invoice or demand at the rates and on the basis agreed between the Company and GFI from time to time.' All such fees are exclusive of any applicable sales or value added tax.' For an agency transaction, GFI shall send Company an invoice for the appropriate commissions, and payment of such commissions shall be due within 30 days of the date of invoice.
9.1 GFI may, at its sole discretion, elect in respect of two or more Transactions that a net amount will be determined in respect of all amounts payable on the same date in the same currency in respect of such Transactions, regardless of whether such amounts are payable in respect of the same Transaction.' This election may be made separately for different groups of Transactions as GFI reasonably sees fit.
9.2 As a result of a Default causing GFI to be short of receipt of payment, securities, or settlement of a Transaction in accordance with this Agreement, or as a result of termination of this Agreement with immediate effect, as set out in herein, GFI shall have the absolute discretion, without prior reference, to offset, clear, or net balances.'' For the purposes of this paragraph, a Default shall mean (i) the inability or failure of Company to meet its obligations under this Agreement or any trade confirmation, or (ii) if user were to cease being authorized to conduct business by a regulatory body or exchange, or (iii) in the event that Company enters into a composition of its creditors; an order is made for winding up; an effective resolution is passed for Company's winding up (unless for the purposes of amalgamation or reconstruction on terms approved by GFI, such approval not to be unreasonably withheld or delayed) or; Company has a receiver, manager, administrative receiver or administrator appointed.
10.1 GFI represents and warrants that:
10.1.1 it is either the owner or has obtained and currently holds all rights necessary to grant the licenses and rights granted hereby for the use of the System as set out in this Agreement; and
10.1.2 it has and will continue to have any applicable licences, authorizations, permits, consents and approvals required by the regulatory authorities to operate the System and perform its obligations hereunder.
10.2 Company represents and warrants that:
10.2.1 it is, and will remain, in compliance with all applicable laws and regulations of any relevant jurisdiction, including without limitation, the implementation of anti money laundering policies and procedures in compliance with any applicable laws;
10.2.2 its use of the System will be in compliance with all applicable laws, rules and regulations and accepted trading rules, market/system customs and conventions and the System Protocol;
10.2.3 each Authorized User specified in the Authorized User Registration Documentation is and will remain, while entering into Transactions on the System, appropriately qualified and approved by the Company to conduct such business on its behalf;
10.2.4 each Transaction entered into by it is based on its independent judgment and not on any recommendation or advice provided by GFI or the System;
10.2.5 unless agreed otherwise, it will enter into Transactions only as principal for its own account, and not as an intermediary on behalf of any third party or with the assets of any third party; and
10.2.6 it and each of its Authorized Users has, and will continue to have, the right and authority to execute Transactions in the manner contemplated by this Agreement and each of such Transactions shall constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms.
10.3 Mutual Representations and Warranties
10.3.1 Each party represents and warrants to the other that (i) it has the power and authority to execute, deliver and perform this Agreement; (ii) upon due execution and delivery, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms; and (iii) its execution, delivery and performance of this Agreement will not violate any applicable laws or regulations, or any agreement by which it is bound or by which any of its assets are affected.
11.1 GFI shall defend and indemnify Company against a claim that the System licensed and used within the scope of this Agreement infringes any copyright, patent or other intellectual property right within the European Union or United States of a third party provided that: (a) Company notifies GFI in writing within 30 (Thirty) days of the claim; (b) GFI has sole control of the defence and all related settlement negotiations while taking into account Company's reasonable interests; and (c) Company provides GFI with reasonable assistance, information, and authority necessary to perform the above (at GFI's expense for reasonable out?of?pocket expenses). If the System becomes, or in GFI's opinion is likely to become, the subject of any such claim or action, then GFI may either: (i) procure for Company the right to continue using same as contemplated hereunder; (ii) modify same to render same non-infringing; or (iii) replace same with equally suitable, functionally equivalent, compatible, non-infringing copy of the System; or (iv) if none of the foregoing are reasonably commercially available, terminate this Agreement and ensure the availability of GFI's voice broking facilities if available.
11.2 The provisions of the preceding sentence shall be the full extent of GFI's liability for the infringement of the intellectual or industrial property rights of any third party.' GFI shall have no liability for any claim of infringement based on: (a) the combination or use of the System furnished under this Agreement with programs or data not furnished by GFI if such infringement would have been avoided by the use of the System without such programs or data; or (b) use of the System contrary to the terms of this Agreement.
11.3 The Company shall fully indemnify GFI for any direct losses that GFI may suffer, as a result of the Company's and any Authorized User's breach of these terms and conditions.
GFI and Mark-it Partners Limited ('MIP') have entered into an agreement whereby GFI shall make available to the Company certain proprietary data of MIP (the 'Data') comprising of:
12.1 Mark-it Entities' - A database of the full legal names of certain entities (issuers or guarantors) within the corporate, financial and sovereign credit issuer market.' Each applicable reference entity's full legal name is assigned a unique 6-character CUSIP-linked MIP code identifier; and
12.2 Mark-it Pairs' - A database of the relationship between certain reference obligations and reference entities.' A unique 9-character CUSIP-linked MIP code identifies the full legal name of the reference entity that is either a guarantor or issuer of the given reference obligation listed and the reference obligation itself.
12.3 By entering into this Agreement Company confirms its understanding and agrees that:
13.1 Each party agrees to regard and preserve as confidential all information related but not limited to the business and activities of the other party, as well as all trades/orders entered onto the System ("Confidential Information").' Except as provided herein each party agrees to hold Confidential Information in strict confidence and will not disclose such Confidential Information to any person, firm or enterprise, or use (directly or indirectly) any such Confidential Information for its own benefit or the benefit of any other party, unless authorized by the other party in writing.' Confidential Information shall not be considered confidential to the extent such information is: (i) already known free of restriction at the time it is obtained; (ii) subsequently learned from an independent third party free of restriction and without breach of this Agreement; (iii) is or becomes publicly available through no wrongful act of the receiving party; or (iv) is independently developed without reference to any Confidential Information of the other party.
13.2 Furthermore, either party shall be entitled to disclose such Confidential Information as it may be required to disclose by law or under the rules of any applicable regulatory authority.' Company acknowledges that GFI compiles and disseminates for sale or otherwise trade and pricing data on a 'no-names basis' in various forms including data arising from use of the System.' Copyright and all intellectual property in such data belongs solely to GFI.
13.3 Each party acknowledges and agrees that, monetary damages would be difficult to calculate and may not adequately compensate the other party in connection with an actual or threatened breach of any of the foregoing provisions of this clause 13 by such party. Accordingly, each party hereby expressly waives all rights to raise the adequacy of the other party's remedies at law as a defence if the other party seeks to enforce by injunction or other equitable relief the due and proper performance and observance of any of the foregoing provisions of this clause 13. Notwithstanding the foregoing, each party shall be entitled to pursue any other available remedies at law or equity, including the recovery of monetary damages, with respect to the actual or threatened breach of the foregoing provisions of this clause 13.
14.1 Either party may terminate this Agreement forthwith on written notice to the other.' Immediately on termination, the Company shall cease to use the System, shall withdraw its outstanding orders and shall deliver to GFI or destroy all copies of the software, provided by GFI for in association with the System, in its possession or control.
14.2 Any termination of this Agreement whether in whole or in part shall not affect the accrued rights or liabilities of either party under this Agreement or Company's rights and obligations under any Transaction.
14.3 Immediately on any termination of this Agreement, GFI and Company shall, as soon as practicable, remove from the System any outstanding prices submitted by Company, provided that Company shall be bound by any Transaction resulting from any order entered into the System whether such Transaction is made before or after termination of this Agreement.
15.1 GFI DOES NOT LIMIT ITS LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED TO USER AS A RESULT OF GFI'S NEGLIGENCE OR WILFUL MISCONDUCT.
15.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER GFI, NOR ANY OTHER GFI ENTITY OR AFILLIATE, NOR ITS SOFTWARE SUPPLIERS, SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE TERMS OF USE (AS DEFINED BELOW) ANY INSTRUCTIONS, TRANSACTIONS OR USE OF THE SYSTEM, REGARDLESS OF THE FORM OF ACTION OR THE BASIS OF THE CLAIM AND WHETHER OR NOT GFI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
15.3 SAVE IN RESPECT OF CLAUSE 11.1 (INDEMNITY), CLAUSE 13.1 (CONFIDENTIAL INFORMATION) AND GFI'S OBLIGATION TO PERFORM ANY TRANSACTION TO WHICH IT IS A PARTY (SOLELY IN THE EVENT OF A MATCHED PRINCIPAL TRANSACTION), IN NO EVENT SHALL GFI'S AND ANY MEMBER OF THE GFI GROUP'S AGGREGATE LIABILITY FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTIONS (WHETHER IN CONTRACT OR TORT, INCLUDING BUT NOT LIMITED TO, NEGLIGENCE) EXCEED THE AMOUNT PAID BY USER (BY WAY OF COMMISSION OR OTHER SUCH FEES) TO GFI, IF ANY, FOR ACCESSING ANY GFI API, PLUG-IN OR TRADING SYSTEM OR FOR EXECUTING THE SPECIFIC TRANSACTION GIVING RISE TO SUCH DAMAGES, LOSSES OR CAUSES OF ACTION.
15.4 NEITHER GFI NOR ANY MEMBER OF THE GFI GROUP NOR GFI'S SOFTWARE PROVIDERS, AGENTS OR SUB-CONTRACTORS SHALL BE LIABLE FOR (I) THE CAPACITY, RELIABILITY, AVAILABILITY, ACCURACY OR PERFORMANCE OF THE SYSTEM OR THE ACTS OR OMISSIONS OF OTHER USERS; (II) THE COMMERCIAL ADVISABILITY OF ANY ORDER, REVOCATION (OF AN ORDER) OR TRANSACTION; (III) THE RELIABILITY OR ACCURACY OF ANY INFORMATION SUPPLIED BY ANY PARTY TO THE AGREEMENT IN RELATION TO ANY ORDER, REVOCATION OR TRANSACTION; (IV) ANY OTHER OBLIGATION OR LIABILITY ARISING IN RELATION TO AN ORDER, REVOCATION OR TRANSACTION; OR (V) FOR THE CAPACITY, RELIABILITY OR PERFORMANCE OF THE PARTICIPANT OR ANY OTHER USER WITH REGARD TO ANY ORDER, REVOCATION OR TRANSACTION.
15.5 THE PARTICIPANT WARRANTS AND REPRESENTS TO GFI THAT IT ACCEPTS THAT THE RESTRICTIONS ON THE LIABILITY OF GFI, MEMBERS OF THE GFI GROUP, GFI'S SOFTWARE PROVIDERS, AGENTS AND SUB-CONTRACTORS AS SET OUT IN THIS AGREEMENT ARE REASONABLE IN ALL THE CIRCUMSTANCES.
16.1 Any provision in this Agreement which must survive the termination or expiration of this Agreement including all obligations to pay any commissions due and not yet paid at the time of termination shall survive and continue after any expiration or termination of this Agreement and shall bind the parties and their legal representatives, successors and assigns.
16.2 The parties to this Agreement are and shall remain independent contractors, and nothing herein shall be construed to create a partnership or joint venture between them.
16.3 At no time shall a failure or delay in enforcing any provisions, exercising any option or requiring performance, be construed to be a waiver.
16.4 Unless otherwise specified, all notices to be provided under this Agreement shall be in writing and delivered personally, posted, first class post, postage prepaid, or delivered by confirmed electronic or digital means, to the addresses set forth in the Authorized User Registration Documentation. All notices shall be deemed given, on the date personally delivered, when placed in the mail as specified, or when electronic or digital confirmations are received.
16.5 Headings are solely for reference and shall not affect the meaning of any terms.' If any part of this Agreement is held invalid, illegal or unenforceable, the remaining provisions will be unimpaired.'
16.6 No liability or loss of rights under this Agreement shall arise' from any delay or failure in performance (other than payment) caused by 'Force Majeure Event' which is circumstances beyond the reasonable control of the Party affected thereby, including, without limitation, acts of God, fire, flood, war, government action or compliance with laws or regulations.
16.7 This Agreement constitutes an amendment to the terms of use (the "Terms of Use") for the GFIgroup.com/GFInet.com Web Site (Link to the Terms of Use). If there is any conflict between this Agreement and the Terms of Use, the terms and conditions of this Agreement shall prevail in relation to trades executed via the System, as well as Company's access to and use of the System.' This Agreement entirely supersedes and replaces any prior agreement between the parties relating to any and all Systems and the subject matter hereof.
16.8 This Agreement may not be assigned or transferred by either party without the prior written consent of the other.'
16.9 If the GFI entity contracting with Company is a U.S. legal entity , this Agreement shall be governed by the laws of the State of New York, including its Uniform Commercial Code, without reference to principles of conflicts of laws.' If the matter is not eligible for arbitration before the National Association of Securities Dealers or other mandatory exclusive forum, the parties agree to submit any all claims, disputes or controversies arising under this Agreement or otherwise concerning in any way the use of the System to the exclusive jurisdiction of the Supreme Court of the State of New York.
16.10 If the GFI entity contracting with Company is an English or other non-U.S. legal entity, this Agreement shall be governed under the laws of England and subject to the exclusive jurisdiction of the Courts of England.
16.11 In the event that user/Company has not entered completed an Authorized User Registration Documentation, use of the System shall constitute agreement to be bound by these terms as set forth in 1.5 and, in such case, GFI (in its sole discretion) shall determine the Relevant GFI Entity which from time to time (i) owns or operates the particular System in question; and/or (ii) acts in the capacity of inter-dealer broker in connection with that System as set out in 1.2.
LAST UPDATED ON MARCH 1, 2007
[1] These User Terms and Conditions apply to any electronic brokerage system accessible through the www.gfigroup.com or www.gfinet.com websites, including, without limitation, GFI CreditMatch' and GFI ForexMatch'.