The Clearing Workstation 2 Application Licence Agreement
NASDAQOMXStockholmAB(“the Exchange”)and(“Member”)have entered into the followingClearingWorkstation 2 ApplicationLicenceAgreement.
The Member herebyorders and the Exchange herebyundertakes to provide to the Memberthe ClearingWorkstation 2 Application (”Software”)under the terms and conditions of this License Agreement(the “Agreement”). Acurrentspecification of the Software can be obtained fromthe Exchange, oran agent thatrepresents the Exchange.
1SOFTWARE LICENCE
1.1Subject to this Agreementbeingterminated as setforth in Section 7 below, the Exchange hereby grants to Member, and Member herebyaccepts a non-exclusive personal, non-assignable andnon-transferable licenceto use the Software for the purposes setforth herein. Notwithstandingthe aforementioned, Memberhas the right to setup accountaccess to its customers, subject to payingthe applicable fees stipulated in Exhibit1forsuch service.
1.2The Member has the right to make copies of the Software in executable formorprinted formas reasonablyrequired byMember for the Member’s back-up and archival purposes.
1.3The Software is proprietaryto the Exchange and is protected bycopyrightand trade markrights owned bythe Exchange or the Exchange represents the ownerofsuch rights. The Exchange transfers no title to orownership whatsoeverof the Software or documentation related to the Software (“Documentation”) to Member.
1.4Exceptas explicitlysetforth inthese terms and conditions, Membershallnotexecute, use, copyormodifythe Software and the Documentation, norsublicense the Software, nordisclose anypartof the Software and the Documentation norpermitanypartof the Software and the Documentation to be otherwise used byanythird party.
1.5Save as permitted bylaw, the Software maynotbe decompiled, reverse assembled or reverse engineered.
1.6Anypartof the Software or the Documentation included in an amendment, change or modificationshallbe subject to the terms and conditions setforth herein.
1.7The Member shall include originalmarkings identifyingthe Exchange, orsuch third partyas maybe designated bythe Exchange, as the proprietorof the intellectual propertyrights (includingcopyrightnotices and the like)on anycopies of the Software.
1.8These terms and conditions applyto anynewversion, release orupdate of the Software provided to Member.
2.PERIODICFEESANDPAYMENT
2.1The Member shallpaymonthlyfee accordingto the price list, attached hereto as Exhibit1and for the numberofusers specified in Exhibit5oranymodified version of thatExhibitsigned in writingbyboth parties and in force fromtime to time. The fee maybe changed subject to not less than one (1)calendarmonth priorwritten notice to Member. Allprices are exclusive of, and Member is atall times responsible for, all taxes on the licence or the use thereof, includingbutnot limited to VAT.
2.2The monthlyfee shall be paid in advance foreach calendarquarterorpart. Other charges shallbe paid in arrears.
2.3Paymentof the fees shallbe made bythe Memberwithin thirty(30)days fromthe date of invoice. Allpayments shallbe made in SEK.
3HARDWAREAND SYSTEM SOFTWAREREQUIREMENTS
3.1Minimumhardware and systemsoftware requirements are specified in Exhibit2. The Exchange undertakes to update the minimumrequirements setout in Exhibit2as and when required due to the Exchange’s provision ofa newversion of the Software. The hardware and systemsoftware configuration maintenance includingsupport is the sole responsibilityof the Member, includingallcosts related theretoand to anyupdate of the hardware orsystemsoftware due to changes in the requirements setforth in Exhibit2.
4INSTALLATIONAND SUPPORT
4.1Member is responsible for the installationof the Software and anynewversions of the Software provided bythe Exchange under this Agreementand the Member shallbear allcosts related thereto. The Exchange reserves the right to verifythe installation made bythe Member. Further, it is the responsibilityof the Memberto acquire any additionalhardware and systemsoftware ifso required due to changes in the minimum hardware and systemsoftware requirements.
4.2Member undertakes to installand to use the Software in the latestversion/release specified and made available bythe Exchange, at the latestsix (6)months aftersuch newrelease is made available bythe Exchange. Six (6)months aftersuch newversion is made available bythe Exchange, anyprevious versions willnotbe covered byany supportfromthe Exchange.
4.3Provided that the minimumhardware and systemsoftware requirements in effectfrom time to time are met bythe Member, supportwillbe provided in accordance with specification in Exhibit3. Ifsuch minimumrequirements are notmetno supportwill be made available.
5LIABILITY
5.1The Software is delivered as is and is notcovered byanywarrantyorsupportunless explicitlysetforth in these terms and conditions. The Exchange does notundertake to develop ormake available anynewversions orupdates of the Software.
5.2The Software mayinclude functionalityfor the calculation ofe.g. theoreticalprices.
The calculation ofsuch theoreticalprices and anyexchangetransactions made in relation thereto are the sole responsibilityof the Member.
5.3The Exchange shallnotbe liable to Memberforanyloss ordamage whatsoeveror howsoevercaused orarisingin connection with these terms and conditions or the Software, its use orfailure to deliverorperformbysubcontractors, exceptfor loss or damage which is unlawful to exclude, includinganyloss ordamage caused by gross negligence orwilfulmisconduct. In no event will the Exchange or its subcontractors be liable foranyloss ordamages resultingfromloss ofdata oruse, lostprofits, loss of goodwilloranyincidentalorconsequentialdamages.
6INFORMATIONDISSEMINATION
Market information originatingfromthe Exchange's exchange and clearingactivities maybe made available in the Software and Memberundertakes to use such information onlyin accordance with the provisions setforth in the Exchange’s Rules and Regulations.
7TERM AND TERMINATION
7.1Alicencegranted under this Agreementshallcontinue until terminated bythe Member or the Exchange.
7.2Member mayterminate a licencegranted under this Agreementeffective at the end of anyperiodic paymentperiod (calendarquarter)anytime on one (1)month priorwritten notice.
7.3The Exchange mayterminate alllicencesgranted hereunder ifMember fails orneglects to performorobserve anyof its obligations to the Exchange under these terms and conditions and fails to remedythe same within one (1)month afterwritten notice has been given to Member. If the breach of these terms and conditions is materialor if the Member's failure ornegligence to observe an obligation is repeated, the Exchange may terminate the licence forthwith.
7.4The Exchange mayalso terminate alllicencesgranted under this Agreementwith immediate effect if the Memberceases to be a Clearingand/orExchange memberof the Exchange.
7.5Upon termination of the licence Membershallpromptlycease to use the Software.
8LAW ANDARBITRATION
8.1This agreementwill in allrespects begoverned byand construed in accordance with Swedish law.
8.2Alldisputes which cannotbe amicablysettled, thatmightarise between the parties out of this agreement, shallbe referred to arbitrationin accordance with the Swedish Arbitration Act(1999:116)or the actreplacingthe Swedish Arbitration Act(1999:116). The arbitration proceedings shall take place in Stockholm, Sweden and shallbe conducted in Swedish ifboth parties have registered offices in Sweden, otherwise in English, unless otherwise is agreed in writing. The language in which the arbitration proceedings are conducted shallalso be the language ofalldocuments, writs and the award. The Swedish judicialcode rules shallapplyin voting.
This Agreementshallbe executed in two identicalcopies ofwhich the parties shallreceive one each.
[NAME]NASDAQOMXSTOCKHOLMAB
Place and date ofexecutionPlace and date ofexecution
SignatureSignature
Name (printed)/TitleName (printed)/Title
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Name (printed)/TitleName (printed)/Title
EXHIBIT1 – PRICE LIST(CLEARINGWORKSTATION2)
2013-03-07
The Membershallpaythe fees setoutbelow.
Fee for user
FullUser:Fee permonth peruser...... …………………………………………..1000 SEK Read OnlyUser:Fee permonth peruser ……………………………………………...1000 SEK Broker/TraderUser:Fee permonth peruser ………………………………………………0 SEK Administration User:Fee permonth and user……………………………….…………1000 SEK
Members with FullUser or Read Only User shallhave at leastone Administration Userto setup accountaccess for the Member and/or for its customers, as applicable.
Includes technicaland administrative support, as stipulated in Exhibit3.For details regarding the differentuser types, see Exhibit4.
EXHIBIT2 -MINIMUM HARDWAREAND SYSTEM SOFTWAREREQUIREMENTS (CLEARINGWORKSTATION2)
2011-02-01
Hardware Clearing OnlineClient
-Intel1.0 GHzprocessororfaster
-1Gb ofmemory
-500Mb unused disc space
-Minimumscreen resolution 1024 x 768
Software
-MicrosoftWindows XP(service pack2)
-MicrosoftWindows Vista
-MicrosoftWindows 7
-Microsoft.NETFramework4
The minimumhardwareand software requirements foranyfuture version orrelease of the Software maybe differentfromthe minimumrequirements for the currentversionorrelease.
EXHIBIT3 -SUPPORT(CLEARINGWORKSTATION2)
2007-05-01
This documentdefines the service and support levelfor the Software.
Support
Member supportwillrespond to faultreports within five (5)minutes in the formof theNASDAQ OMXfirst line support duringbusiness days 8.30 a.m. -5.30 p.mCET.
The supportcovers faultreportingand fault corrections on the Software.
Note
The hardware and systemsoftware configuration mustcomplywith the minimumhardwareand software requirements in order to qualifyforsupport.
The Member acknowledges that the followingis specificallynot included in the service offering supportand shallbe handled bythe Member:
•Hardware and systemsoftware maintenance contracts
•Windows systemsoftware installation and upgrades
•ClearingWorkstation 2 application installation
•Systemand ClearingWorkstation 2 application maintenance
•Systemhardware and systemsoftware fault isolation
EXHIBIT4 – USER TYPES
In the ClearingWorkstation 2 Application there are differentversions and user types of the ClearingWorkstation 2:
•BrokerUser
•FullUser
•Read onlyUser
•Administration User
Broker/Trader User
The BrokerUserversion is designed for tradingdeskBrokers/Traders and has the following setup:
•Reportingof trades
•Give-up functionality
•Trade history
•Accountposition
FullUser
The FullUserversion is designed forBackOffice personneland has the followingsetup:
•Account
•Accountposition
•Reportingof trades
•Give-up functionality
•Trade history
•Exercise request/PendingExercise
•Clearinginformation
•Margin Simulation
•Fixing values
•Transferof trades
•Reports
ReadOnly User
The ReadOnlyUserversion is designed for localbranch offices and Institutional investors:
•Account
•Accountposition
•Trade history
•PendingExercise
•Clearinginformation
•Margin Simulation
•Fixing values
•Reports
AdministrationUser
The Administration Userversion is designed foradministrate useraccounts:
•Account
•Accountposition
•Trade history
•PendingExercise
•Clearinginformation
•Margin Simulation
•Fixing values
•Reports
•Administration tools