LICENSE AND SUBSCRIPTION AGREEMENT
This Agreement is made by and between INTERACTIVE FINANCIAL EXCHANGE FORUM, INC., a not-for-profit trade association ("IFX"), and you
("Customer" or "you"). This Agreement is effective when accepted by you as part of the IFX account registration process (the "Effective
Date"). This is a legal agreement that governs your use and IFX's supply of the Licensed Product. You must read and accept the terms of
this Agreement before you may access or use the Licensed Product.
- Capitalized terms not otherwise defined in this Agreement will have the meanings specified in this Section 1.1.
"Agreement" means this License and Subscription Agreement.
"Authorized User" means an individual employee, agent, or independent contractor of Customer who has been authorized
by Customer to access and use the Licensed Product as an end user in compliance with this Agreement and on Customer's
"Database" shall mean the electronic repository for the Standard created and owned by IFX which allows access to
the Standard and various tools and functionalities related to use of the Standard.
"Documentation" means any documentation for the Licensed Product normally distributed by IFX to customers with the
Licensed Product, electronically or otherwise.
"Licensed Product" means the Database and Software Applications, and any and all modifications, corrections or
enhancements which become part of the Licensed Product in accordance with the terms of this Agreement.
"Order Form" means a form evidencing the initial subscription for the Licensed Product and any subsequent order
forms signed and submitted online or in written form specifying the Licensed Product purchased, the applicable
Subscription duration and fees, and other terms as agreed to between the parties. Your Order Form incorporates by
reference the terms and conditions of this Agreement.
"Software Applications" shall mean the user interfaces which enhance the ability of users of the Database to access,
manipulate and customize the Database and which are being licensed to end-users as part of the Licensed Product. Basic
and advanced versions of the Software Applications shall be available to Customer at different prices depending on
Customer's selection on the Order Form.
"Standard" shall mean the IFX Business Message specification created for use in interactive financial exchange
across software platforms and environments, which has been developed by IFX in specific furtherance of its exempt
activities, as further described on Licensor's website at www.ifxforum.org.
"Subscription" shall mean the subscription-based license to access and use the Licensed Product on the terms
set forth in this Agreement and on the Customer's Order Form(s).
- SUBSCRIPTION SERVICES.
- Term.The term of this Agreement and the license granted herein (the "Term") will commence when accepted by you
as part of the IFX account registration process (the "Effective Date") and, if Customer submits an Order
Form to continue subscription services, will continue during the subscription period (the "Subscription
Period") selected by Customer in the Order Form and any renewals thereof, provided that Customer has paid
or is paying the Subscription fees associated with the applicable Subscription Period and any renewals and
is otherwise in compliance with all terms and conditions of this Agreement. A Subscription does not include
rights to the application source code for the Licensed Product (or any part thereof).
- Subscription Periods.By accepting the terms of this Agreement as part of the process of Customer registration as a user
of the Standard, Customer is granted a free Guest license commencing on the date such registration
if effective. In order to access to a Licensed Subscription Product, Customers must properly submit
an Order Form specifying a Subscription Period and affirming the terms of this Agreement for the
applicable Subscription Period. . Each Order Form shall include without limitation the type of
Subscription selected, the Subscription Period, and the price related thereto. Order Form terms
are incorporated herein by reference. Upon submission of an Order Form, all payment obligations
are non-cancelable and all amounts paid are non-refundable. If Customer submits an Order Form
for a Subscription in accordance with this Agreement, Customer's license rights hereunder will
continue until the conclusion of the initial Subscription Period and any renewals thereof as
provided in Section 2.3 herein.
- Renewal.Customers will have the opportunity to renew this Agreement for successive
Subscription Periods of the same length as originally purchased, or for greater or lesser periods, as the
Customer may elect in subsequent Order Forms submitted by Customer at the conclusion of the initially
selected Subscription Period or any renewal(s) thereof. Renewals are subject to pricing in effect at
the time of renewal, which shall be stated on the applicable Order Form at the time of renewal. In
the event of non-renewal, this Agreement and all of Customer's rights to access and use the Licensed
Product will terminate at the conclusion of the then effective applicable Subscription Period.
- Subscription Fee.There will be no fee payable by Customer for a Guest Access license. The price payable for the
Subscription will be as specified in the applicable Order Form submitted by Customer.
Subscription fees are non-refundable. If Customer elects to pay by credit card or direct debit,
payment shall be due and payable immediately for the pertinent Subscription Period set forth in
the Order Form and shall not require the issuance of a corresponding invoice. If Customer
elects to receive an invoice for the amount due to IFX for the selected Subscription Period,
payment will be due within thirty (30) days of receipt of such invoice by electronic mail.
IFX reserves the right to suspend or terminate any Customer's access to the Licensed Product
without notice if payment is more than 30 days past due, regardless of dollar amount, and
Customer will pay all reasonable attorney's fees and costs incurred by IFX to collect any
past due amounts. Customer is responsible for all taxes and duties (including but not
limited to sales, use and withholding taxes), except for taxes based on IFX's net income.
Delinquent payments are subject to interest of 1.5% per month on any outstanding balance,
or the maximum permitted by law, whichever is less, plus all expenses of collection.
- Limited License.Subject to the terms and conditions of this Agreement, IFX grants
to Customer, through its Authorized Users as end users, a nonexclusive, nontransferable, limited right
and license to access and use the Licensed Product in object code form only during the Term and solely
for Customer's internal use (and not for or on behalf of any third party). Customer warrants that Customer
shall use the Licensed Product solely to facilitate and enhance its utilization of the Standard in
connection with its products. This is not a perpetual license, and Customer has no right to use the
Licensed Product after expiration or termination of the Term for any reason. Customer represents
and warrants that it will comply with all laws, statutes, regulations and ordinances applicable to
its use of the Licensed Product, will only use the Licensed Product for legitimate business purposes,
and will be responsible for ensuring that its Authorized Users, and any employee, agents or
contractors of Customer, do the same.
- Internet Access and Login.Only Authorized Users of Customer may access and
use the Licensed Product pursuant to this Agreement. The Order Form will specify whether Customer
is entitled to (i) a specified limited number of individual Authorized Users, or (ii) a site
specific arrangement in which all of Customer's employees, agent and contractors working together
in furtherance of Customer's business and sharing Customer's domain name shall be Authorized Users.
On commencement of the Term, IFX will assign to Customer user identification information and
password (together, the "Login") which will allow Authorized User(s) to gain access to and use
the Licensed Product. Customer and each Authorized User are responsible for maintaining the
confidentiality and security of the Login. If Customer suspects that a Login is not secure for
any reason, Customer shall promptly notify IFX and obtain a new Login. Each Authorized User,
by accessing the Licensed Product using the Login, shall be bound by and shall comply with
all provisions of this Agreement, including without limitation the agreement to use the
Licensed Product solely to facilitate and enhance Customer's utilization of the Standard in
connection with its Products. In the event that IFX reasonably determines that an Authorized
User has violated any of the terms of this Agreement, IFX may, without limiting its other rights
herein, notify Customer that such individual is prohibited from future use of the Login and will
no longer be deemed an Authorized User.
- Additional License Restrictions.Customer has no right to assign, transfer,
sublicense, distribute or otherwise make available the Licensed Product to any third party.
Customer may not: (a) copy, modify, disassemble, decompile or reverse engineer the Licensed
Product (except to the extent expressly permitted by the law of certain jurisdictions for
interoperability purposes) nor permit any third party to do so; (b) create derivative works
of the Licensed Product, except as expressly permitted in Section 2.8 below; (c) use the
Licensed Product to develop or market any product, program or model that is functionally
similar to or derivative of the Licensed Product; or (d) remove any proprietary notices
located on the Licensed Product. Customer agrees it acquires no right, title or interest
in the Licensed Product other than the foregoing limited license. IFX reserves all rights
not expressly granted to Customer under this Agreement.
- Derivative Works.With respect to derivative works, it is understood
and agreed that the Licensed Product shall be used for, and only for, generating computer code
that is consistent with the Standard and that will become part of the products and services
sold by the Customer. Generated code will include IFX copyright information which may not be
removed. To the extent that Customer's products and services hereafter contain elements of the
Licensed Product, and thereby constitute derivative works: (a) Customer shall be the owner and
copyright holder of such derivative works, and (b) no rights to such derivative works are
granted to IFX under this Agreement (but IFX retains all of its right, title and interest
in and to the Licensed Product and to the Standard). If Customer registers its copyrights
in such derivative works, Customer shall identify in such registration the pre-existing
Licensed Products which are included in the derivative work.
- Customer Support.IFX shall not be obligated to furnish customer support
services during the Term, but may do so in its discretion.
- No Upgrades or Improvements Required.IFX shall not be obligated to
furnish improvements or upgrades to the Licensed Product during the Term, but may do so in
- CUSTOMER RESPONSIBILITY AND INDEMNIFICATION.
- Customer Responsible for Users.Customer agrees that it is responsible
for the acts and omissions of its Authorized Users and all use of the Licensed Product by
means of the Login, whether or not authorized by Customer, and that all such use shall
constitute use by Customer for purposes of this Agreement.
- Indemnification.Customer shall indemnify, defend and hold harmless IFX
from and against any and all loss, injury, damage and expense, and claims and demands of
whatsoever nature, including reasonable attorneys' fees and costs, that IFX incurs arising
out of, relating or connected with (i) the use of the Licensed Product by Customer or any
Authorized User of Customer, or arising out of the use of the Login or Customer's
subscription under this Agreement, including any claims by a third party, (ii) Customer's
violation of this Agreement, or (iii) Customer's violation of any rights of another person
- NO WARRANTY.
CUSTOMER ACKNOWLEDGES THAT THE SUBSCRIPTION TO THE
LICENSED PRODUCT IS PROVIDED "AS IS" AND ACCORDINGLY AT CUSTOMER'S OWN RISK. IFX MAKES
NO WARRANTIES WITH RESPECT TO THE LICENSED PRODUCT OR SUBSCRIPTION SERVICES AND DISCLAIMS
ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY INCLUDING WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES IMPLIED BY
COURSE OF DEALING OR COURSE OF PERFORMANCE.
- LIMITATIONS OF LIABILITY.
IN NO EVENT WILL IFX OR ANY OTHER PARTY
WHO HAS BEEN INVOLVED IN THE CREATION OR PRODUCTION OF THE LICENSED PRODUCT BE LIABLE TO
CUSTOMER OR ANY OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, RELIANCE, EXEMPLARY,
OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF DATA OR PROFITS, OR FOR INABILITY TO USE THE
LICENSED PRODUCT, EVEN IF IFX OR SUCH OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. IN NO EVENT SHALL IFX OR SUCH OTHER PARTY'S LIABILITY FOR ANY DAMAGES OR
LOSS TO CUSTOMER OR ANY OTHER PARTY EXCEED THE SUBSCRIPTION FEE PAID FOR THE LICENSED
PRODUCT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (A) IFX HAS NO OBLIGATION
TO INDEMNIFY OR DEFEND YOU AGAINST CLAIMS RELATED TO INFRINGEMENT OF INTELLECTUAL
PROPERTY RIGHTS, AND (B) IFX MAKES NO REPRESENTATION OR WARRANTY THAT USE OF THE
LICENSED PRODUCT WILL BE SECURE, TIMELY, UNINTERRUPTED, VIRUS-FREE OR ERROR-FREE,
WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA,
OR WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS.
- Termination of Subscription and Licenses.Customer may terminate its Subscription at any time by written notice to IFX. Customer may also
terminate its Subscription during the Term for any reason on thirty (30) days prior written
notice to IFX. This Agreement and Customer's license to use the Licensed Product may be
terminated by IFX effective immediately upon written notice to Customer of such termination
if Customer or any Authorized User violates or fails to comply with any term of this Agreement,
or if IFX believes in good faith that a security breach has occurred or that Customer or any
Authorized User is engaging in unlawful, harmful, disruptive or harassing conduct or activity
in connection with the Licensed Product. Termination of this Agreement will not relieve
Customer of its obligations to pay charges, fees, commitments, and obligations incurred or
accrued before termination.
- Customer Obligations upon Termination.Upon termination of
the Subscription, and upon expiration of the Subscription at the conclusion of
the Term, the license and associated rights expire automatically and Customer
shall immediately cease use of the Login and Licensed Product. At such time
IFX may deactivate your password and/or take other steps to cause your access
and use to be discontinued. Customer agrees to pay any outstanding balance
in full within 30 days of cancellation or termination of the Subscription.
- No Refund on Termination.Customer is not entitled
to a refund of any Subscription fee amount already paid to IFX in the event of
- Survival.In addition to those provisions which by their
nature are intended to survive any termination or expiration of this Agreement
or any license granted hereunder, Sections 3, 4, 5, 6 and 7 shall specifically
survive any such termination or expiration.
- OWNERSHIP AND CONFIDENTIALITY.
- Ownership.The Licensed Product is the sole and exclusive
property of IFX or its licensors. By paying the fee required for the Subscription
of the Licensed Product, Customer has purchased the right to use and access the
Licensed Product for a specific, limited period of time, subject to the terms
and conditions herein, and IFX retains all rights, title and interest, including
all intellectual property rights, in and to the Licensed Product and the Standard,
including but not limited to all rights of copyright, trademark, trade secret,
patent, or other intellectual property right. The Licensed Product, and its
structure, organization, and code comprise valuable trade secrets of IFX and
its licensors. The Licensed Product may contain trade names, trademarks, service
marks, logos, domain names, and other distinctive brand features (collectively,
"Marks") of IFX and its licensors and other third party rights holders of content
included in the Licensed Product. Customer agrees not to remove, obscure or alter
- Confidentiality.The Licensed Product is confidential to
IFX or its licensors. Customer shall not, during the Term or thereafter,
disclose, directly or indirectly, or take any other action which would result
in the unauthorized disclosure of, any portion of the Licensed Product or any
other confidential or proprietary information or data received from IFX under
- Injunctive Relief.IFX shall be entitled to injunctive
relief in order to enforce the provisions of this Section 7, in addition to
any other rights and remedies at law or equity.
- SERVICE AVAILABILITY.
IFX will use commercially reasonable efforts to make the Licensed Product available
to Customer on a continuous basis. However, Customer understands and agrees that its
ability to access and use the Licensed Product may be affected by down time for
periodic maintenance, modifications or other IFX business reasons, and access to
the Licensed Product may be interrupted for various causes beyond the reasonable
control of IFX. IFX will not be liable to Customer for any such unavailability or
- Entire Agreement.This Agreement and any and all Order Forms
submitted by Customer constitute the complete and exclusive statement of the terms
and conditions between the parties governing the subject matter of this Agreement.
No modification to this Agreement or to any Order Form will be valid unless signed
by an authorized representative of IFX.
- Severability.If any provision of this Agreement shall for
any reason and to any extent be determined by a court of competent jurisdiction
to be invalid or unenforceable, the remaining provisions of this Agreement shall
not be affected thereby.
- Notices.IFX may provide any and all notices, statements,
and other communications to Customer through email or, at the option of IFX, by
mail or express delivery service. Customer agrees to accept email notice from
IFX at the email address(es) specified in the Order Form. Customer may give
notice to IFX at any time by electronic mail sent to
[email protected] or by mail or express
delivery service to IFX Forum, Inc. 401 Edgewater Place,
Suite 600, Wakefield MA 01880. Notices sent to either party by email will be
deemed received twelve (12) hours after sending. All other notices will be
deemed received on the date of delivery thereof. Customer agrees to keep all
account information current and inform IFX of any changes in Customer's business
name, address, email address and phone number.
- Governing Law.This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware, without regard
to its conflict of laws provisions. The parties consent to the jurisdiction of the
state and federal courts located within the State of Delaware over any dispute
between the parties arising under this Agreement.
- Assignment.This Agreement and the rights granted under it
may not be assigned or transferred by Customer, including without limitation by
merger or operation of law, without the prior written consent of IFX. Any such
transfer or assignment shall be void.
IFX is willing to supply the Licensed Product only on the condition that you accept the
terms in this Agreement. Your acceptance of this Agreement, and your agreement to be bound
by all of the terms and conditions of this Agreement, is evidenced by your checking "I Accept"
where indicated below. By checking "I accept," you additionally agree to bound by the Terms
not accept these terms in their entirety, you are not authorized to access or use the
Licensed Product. If you are an individual signing on behalf of an entity, then you
represent that you have the authority to enter into this Agreement on behalf of that