Market Data Policy
(a) Evolution Markets Inc. (together with its affiliates, “Evolution”) collects, processes, generates, assembles, and disseminates proprietary data and information including, but not limited to, quotations, prices, volumes, and other data relating to the markets in which it conducts business (collectively, the “Data”).
(b) Evolution retains exclusive and complete ownership of the Data, and all right, title, and interest therein and thereto. All patents, copyrights, trade secrets, and other intellectual property rights in and to the Data or any part thereof shall remain the exclusive property of Evolution.
(c) By using or receiving the Data, you acknowledge and agree on your own behalf and on behalf of your organization (collectively, “you”) that:
i. you have the legal capacity and requisite authority to bind yourself and/or your organization to the terms of this Market Data Policy (the “Policy”);
ii. any use or receipt of the Data is governed by this Policy, together with any Brokerage Services Agreement (“BSA”) and/or Master Data License Agreement (“MDLA”) entered into between Evolution and you (if applicable);
iii. the Data has substantial monetary value and is proprietary to Evolution;
iv. you shall hold the Data in strict confidence and take all reasonable steps to ensure that you comply with the terms of this Policy;
v. you shall take all reasonable steps to prevent any loss, theft, unauthorized disclosure, or unauthorized use of any of the Data; and
vi. you shall notify Evolution within two (2) business days of any loss, theft, unauthorized disclosure, or unauthorized use, furnishing Evolution with known details and reasonably assisting, to the extent requested by Evolution, in preventing any recurrence.
(d) This Policy governs all uses of the Data by any entity or person who receives it (each, a “User”) including the display, use, downloading, redistribution, storage, and forwarding of the Data. The Policy may be amended or updated by Evolution from time to time without notice in its sole discretion.
2. Authorized Usage
You are only authorized to use the Data consistent with the terms of this Policy and/or your MDLA (as applicable). In the event of a conflict between the terms of this Policy and your MDLA, the MDLA shall control. If you have not entered into a BSA or MDLA with Evolution, your usage of the Data is governed exclusively by the terms of this Policy.
Subject to the terms of your MDLA, Evolution grants you a limited, revocable, non-assignable, non-transferable, non-sublicensable, royalty-free, and non-exclusive license to use the Data solely to (i) determine whether to execute trades with Evolution, (ii) execute trades with Evolution, or (iii) facilitate post-trade functions directly relating to transactions executed through Evolution (collectively, the “Purpose”), and for no other purpose whatsoever. Any use of the Data outside of the Purpose shall require you to enter into an MDLA.
3. Prohibited Uses
Without limiting the foregoing, unless authorized to do so in an MDLA, you shall not:
(a) use the Data other than for your internal purposes;
(b) allow any person other than an authorized User to access the Data;
(c) use the Data for an illegal purpose;
(d) create a display incorporating any Data;
(e) transfer, rent, lease, assign, sub-license, sell, or authorize the transfer, rental, lease, assignment, sub-licensing, or sale of the Data or any portion thereof to any third party or any subsidiary, division, or affiliate without Evolution’s prior written consent;
(f) publish or distribute the Data in any form to any third party or any subsidiary, division, or affiliate (including, but not limited to, verbal or written reporting to price reporting agencies);
(g) create a financial benchmark, reference rate, or index;
(h) store the Data except as required by regulators or auditors under applicable law or regulation; or
(i) create or use derived data by adapting the Data or co-mingling it with other data or data sets.
(a) Except to the extent you are authorized to do so in an MDLA, the Data may not be redistributed in whole or in part (including to fellow employees and/or corporate affiliates).
(b) Authorized redistributors of the Data shall take all reasonable steps to ensure that their subscribers and/or end users who have access to the Data are aware of and comply with the terms of this Policy.
5. Application Usage
(a) “Application” means any system, network, database, software product, or other means of using the Data in a display or non-display manner. An MDLA is required to use the Data in any Application, including, but not limited to, any in-house or third-party Application that provides mark-to-market, risk management, consolidation, reconciliation, or compliance functionalities.
(b) The license fee for Application Usage is based on several factors, including: the nature of your business, the type of Application(s) in which you intend to use the Data, the type and volume of Data being provided, the number of Applications and Locations using the Data, and the number of users of an Application. “Location” is a physical site from which users and/or Applications are able to access and use the Data. If the Data is ingested in or provided to one Location and then distributed to other individual sites or offices where users, servers, or systems are located, that is a multi-site Location. In the case of cloud-based or remote-working Users, Evolution reserves the right to determine the number of Locations in its sole and absolute discretion.
6. Desktop Usage
(a) When an MDLA authorizes “Desktop” usage, it means that identifiable, named individual person(s) have been granted the right to use the Data only on their own personal desktop environment as part of the User’s ordinary business activity. An MDLA for Desktop usage does not authorize the storage, recirculation, republishing, distribution, sharing, or dissemination of the Data.
(b) A Desktop User must have controls in place to ensure that they cannot access the Data from more than one Location or simultaneously from different Locations, unless authorized to do so in an MDLA.
7. Derived Data
(a) “Derived Data” means data resulting from the manipulation, calculation, and/or derivation of the Data, used alone or in combination with other data sources, regardless of whether the Data is identifiable by any means. Derived Data cannot be reverse-engineered to reconstitute the Data. Nor shall the Data be directly or indirectly identifiable as part of the Derived Data.
(b) Unless expressly permitted in an MDLA, permitted use shall not include any right to create or use Derived Data or to create any financial product which directly or indirectly refers to or references the Data, including any exchange-traded fund, market indices, institutional or retail fund, derivative contract or other tradable financial instrument, and any other interest provided for commercial value, whether or not publicly traded.
Evolution reserves the right to conduct an audit of a User’s Data usage to ensure User’s compliance with this Policy, its BSA, and/or MDLA.
By using or receiving the Data, you agree to indemnify, hold harmless, and defend Evolution and its affiliates and any of its or their officers, directors, employees, shareholders, agents, consultants, or other representatives, with counsel acceptable to Evolution, at Licensee’s expense, from and against all losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to Licensee’s use of the Data (including any claims relating to non-payment of taxes in connection with any license fee).
10. Limitation on Liability
Evolution shall have no liability or responsibility for the availability or reliability of any equipment or software secured from a third party or for any act or omission of such third party furnishing such equipment or software. Evolution’s obligation to provide the Data may be subject to the availability of third-party distribution systems or networks, for which Evolution bears no liability or responsibility whatsoever. THE DATA IS PROVIDED ON AN AS-IS BASIS. NEITHER PARTY SHALL BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, INDIRECT, OR SIMILAR DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFIT, REVENUE, BUSINESS OPPORTUNITY, BUSINESS ADVANTAGE, EXPECTED SAVINGS, OR GOODWILL) IN CONNECTION WITH CLAIMS AND ACTIONS ARISING UNDER OR RELATING TO THIS AGREEMENT OR ANY ORDER FORM, INCLUDING CLAIMS BASED UPON A BREACH OF THIS AGREEMENT OR BASED UPON PERFORMANCE OR NON-PERFORMANCE OF A PARTY’S OBLIGATIONS HEREUNDER, OR CLAIMS RELATING TO OR ARISING OUT OF THE USE OR RECEIPT OF THE DATA, OR ANY OTHER MATERIALS OR ITEMS PROVIDED OR MADE AVAILABLE BY EITHER PARTY IN CONNECTION WITH THIS AGREEMENT, NOTWITHSTANDING THE FORM IN WHICH ANY CLAIM OR ACTION IS BROUGHT (WHETHER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE), EVEN IF SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In the case of Evolution’s failure to deliver Data as described in an Order Form, Licensee’s sole remedy shall be a pro rata refund of the license fees paid by Licensee based on the number of days Licensee was without the Data. In no event will Evolution’s maximum, cumulative, and aggregate monetary liability for all claims and actions arising under or relating to this Agreement, notwithstanding the form in which any such claim or action is brought (whether based on contract, warranty, tort (including negligence, strict liability, or otherwise), exceed the amount of license fees received by Evolution from Licensee during the twelve (12) months prior to the event giving rise to the claim. Licensee recognizes and accepts that some Data service issues may be caused by Evolution, its underlying carrier, or Licensee’s equipment or software.
Last updated: October 6, 2020