Attention: by subscribing to the password-protected area of our website,
or by using any of the data within this area, you will accept these Conditions
of Use. Please read these Conditions of Use carefully before agreeing to them.
If you do not accept these conditions, you are not allowed to use the data
available on the password-protected website.
1.
Definitions
'Data' means all data available on the STOXX website (currently stoxx.com),
i.e. Restricted Data and Other Data.
'Other Data' means all data available on the STOXX website which are not
Restricted Data.
'Restricted Data' means the data which is available in a password-protected
area on the STOXX website, but only to subscribers who are allowed to access
and use such Restricted Data according to the terms of a license agreement,
comprising, inter alia, composition lists, component level data, and any
other data related to component level data (e.g., weightings, prices, market
capitalisation, free float), historical index values, index adjustments
(e.g. corporate actions, reviews and changes) and other data and information,
such as index updates and reports, related to the STOXX® Indices, as amended
by STOXX from time to time.
'License Agreement' means a written agreement between a Licensee (as defined
below) and STOXX, which agreement provides for the Subscriber's right to
access and to use Restricted Data according to the terms of that agreement
(with the exception of any Gateway Agreement, as defined below, which shall
not fall under the term License Agreement).
'Licensee' means any counterparty of STOXX in a License Agreement or an
affiliate of such counterparty covered by the License Agreement.
'Gateway Agreement' means a written agreement between STOXX and a third party
provider of platforms and software programs by which Licensees can access
the Data, and which Gateway Agreement includes a license granted by STOXX
to such provider to access and publish the Data for Licensees.
'Gateway Provider' means a third party providing under a Gateway Agreement
the platforms and software programs by which Licensees can access the Data.
'Subscriber' means any physical person who wishes to access and to
use the Restricted Data and therefore subscribes, or has subscribed, to the
password-protected area on the STOXX website. The term 'Subscriber", whereever
used in these conditions, shall also include Temporary Subscribers as defined
in clause 5.6, except in clauses 3.2, 4.1, 5.1 and 5.3.
2.
Subscription Requirements
We will only accept your subscription, and your access to Restricted Data,
if your organisation or a third party previously provided us with your
e-mail-domain name and/or any other information STOXX may require as a
precondition to grant you access to the Restricted Data pursuant to the
relevant License Agreement or Gateway Agreement.
3.
Applicability of these Conditions of Use
3.1.
The Subscriber accepts and is legally bound by all the terms of these
Conditions of Use (i) upon clicking on the "I AGREE" button at the end
of these conditions or (ii) upon accessing Restricted Data (iii) or upon
using Restricted Data, whatever is the earlier. For the avoidance of doubt,
even if the Subscriber is expressing his/her disagreement with any of the
terms of these Conditions of Use, the Subscriber accepts to be bound by all
the terms of these Conditions of Use upon accessing or using the Restricted Data.
3.2.
Subject to anything provided for herein, these Conditions of Use and the provisions
of the License Agreement (or, if the Subscriber is an employee of a Gateway Provider,
the provisions of the Gateway Agreement) shall exclusively govern any kind of use of
the STOXX website and of the Data by the Subscriber.
3.3.
The Subscriber is aware that other conditions of use are applicable to persons
who are accessing the STOXX website but who are not entitled to access and use
Restricted Data and that such other conditions of use are visible for the
Subscriber when he or she accesses Other Data. The Subscriber acknowledges
and accepts that such other conditions of use shall not be applicable on the
Subscriber as long as the Subscriber has the right to access and to use
Restricted Data under a License Agreement or, as the case may be, a Gateway Agreement.
4.
Fees
4.1.
Restricted Data:
The Subscriber acknowledges and accepts that the use of Restricted Data is
at any time subject to full payment of the license fees owed by the respective
Licensee under the applicable License Agreement.
4.2.
Other Data:
For the time being the use of Other Data is free of charge. However,
the Subscriber acknowledges and accepts that STOXX reserves the right
at any time to convert any Other Data into Restricted Data for which
respective fees apply.
5.
Use of Data
5.1.
The Subscriber will access and use the Data only (i) for the benefit of a Licensee
under a valid License Agreement, (ii) or, if the Subscriber is an employee or a
contractor of a Gateway Provider, for such Gateway Provider. To learn whether a
person or entity qualifies as a Licensee or as a Gateway Provider, the Subscriber
may contact STOXX by phone at +41 58 399 5300, or by email .
5.2.
The Subscriber will not make available to third parties any Data or any
works derived from the Data by any means, unless such third party is
authorised to use the Data under a License Agreement. If the Subscriber
has doubts as to whether a third party is authorised to use the Data the
Subscriber may contact STOXX by phone at +41 58 399 5300,
or by email .
5.3.
The Subscriber will access and use the Data always in compliance with
the provisions of the License Agreement (or, if the Subscriber is an
employee of a Gateway Provider, the provisions of the Gateway Agreement)
governing the access to, and the use of, the Data by the Subscriber.
5.4.
Unless expressly provided for in the License Agreement or, as the case may be,
in the relevant Gateway Agreement, the Subscriber will: (i) not use any Data
outside the territory to which the license is limited; (ii) not store any
Index Data to create historical databases; (iii) not create derived works
such as data, works, indices, charts, reports or any kind of products which
are in way derived from the Data; (iv) not use any Data or any works derived
from the Data in connection with the issuance, trading, marketing, or
promotion of investment products.
5.5.
If the Subscriber is in breach of any provision of this clause 5, the following shall apply:
(a) STOXX is entitled to block the Subscriber's access to Data with immediate
effect without any notice and, additionally, to make the Subscriber's further
use of Data contingent on the Subscriber, or its employer, entering into a
license agreement with STOXX and paying a license fee pursuant to STOXX' then
current pricing which applies retrospectively.
(b) STOXX is entitled to damages (incl. loss of revenue) resulting from the
breach of this clause 5.
(c) Furthermore STOXX is entitled to request from the Subscriber to rectify
such breach immediately. In particular, STOXX shall have the right to request,
inter alia, the deletion and/or removal of any data, material, document,
products, works etc. that have been used or produced in breach of this clause 5.
(d) Such measures or payments do not entail any waiver or limitation of any other
right or remedy available to STOXX under the applicable laws and/or the License
Agreement and/or the Gateway Agreement.
5.6.
In addition, STOXX may offer certain users access to the Data under a grace
period ending 30 June 2010 ("Temporary Subscribers"). The term 'Subscriber",
whereever used in these conditions, shall also include Temporary Subscribers
as defined in clause 5.6, except in clauses 3.2, 4.1, 5.1 and 5.3. The
Temporary Subscriber will use the Data only to his own benefit and not make
available to third parties any Data or any works derived from the Data by any means.
6.
No Warranties and Representations of STOXX / Disclaimers of STOXX
Neither STOXX nor any of its licensors makes any warranties or representations,
express or implied, to the Subscriber with respect to the access to, and the
use of, the STOXX website and the Data. In particular, the Subscriber
acknowledges and accepts the following disclaimers of STOXX:
6.1.
STOXX reserves the right to remove portions of the Data from the STOXX
website at any time without notice. STOXX may discontinue or change the
STOXX website, or its availability to any Subscriber, at any time.
6.2.
STOXX is free, in its sole discretion, to implement at any time any
technical, administrative, content related or other changes on the STOXX
website (incl. changes to the Data), which changes may affect the Data.
For example, STOXX may change the way the Data is organised and formatted
on the STOXX website, how it can be accessed and downloaded and STOXX may
also add or remove indices and change methodologies at any time and change
the components and methodologies of the indices.
6.3.
Neither STOXX nor its licensors are giving investment advice, tax advice,
legal advice, or other professional advice via the STOXX website, and
neither STOXX nor its licensors sponsor, recommend or endorse the purchase
or sale of any security or investment product. Inclusion of a company or
other component in an index does not in any way reflect an opinion of STOXX
or its licensors of the investment merits of such company or other component.
6.4.
Neither STOXX nor any of its licensors represents or warrants the accuracy,
completeness, timeliness, sequence, currentness, merchantability, quality
or fitness for any particular purpose of the Data, or any portion thereof.
If the Subscriber wishes to rely on the Data in any way it is the Subscriber's
responsibility to independently verify the accuracy, completeness or
timeliness of that Data.
6.5.
The STOXX website (in particular, the Data) may include data, facts, views,
opinions and recommendations of third parties which are used by STOXX
without any review for accuracy or completeness. The Subscriber agrees
that STOXX is not responsible for such content, and that STOXX shall have
no liability to the Subscriber or any other person or entity for the use
of such content.
6.6.
The Subscriber may, through hypertext or other computer links, gain access
to other websites. The Subscriber agrees that STOXX is not responsible for
the content or operation of such websites, and that STOXX shall have no
liability to the Subscriber or any other person or entity for the use
of third party websites. The Subscriber is solely responsible for determining
the extent to which it may use any content at any other websites to which
it links from the STOXX website.
6.7.
Neither STOXX nor any of its licensors makes any warranties or representations
in respect of the absence of any third party rights related to the use of the Data.
6.8.
Dow Jones & Co., Inc. ('Dow Jones') and FTSE International Limited ('FTSE')
have licensed the Industry Classification Benchmark system to STOXX (the
'ICB Data'). The ICB Data may be included in the Data and in such case it may
be used by the Subscriber to the extent the Subscriber is allowed to use the
Data. However the making available of ICB Data to third parties and/or any use
of ICB Data by the Subscriber which is not covered by these Conditions of Use
requires a separate license from Dow Jones and FTSE. FTSE and Dow Jones do not
accept any liability to any person for any loss or damage arising out of any
error or omission in the ICB Data.
6.9.
The STOXX website may contain viruses (e.g., computer program files containing
codes capable of (a) damaging or destroying software, hardware or data, (b)
shutting down, prohibiting access or impairing normal operation, or (c)
assisting in or enabling theft or alteration of data), and any of the events
described above may negatively affect the use of the Data, the results obtained
there from, or the software environment and data used by the Subscriber.
7.
Limitation of Liability
7.1.
To the extent permitted under applicable law and subject to clause 6.4,
neither STOXX nor any of its affiliates, agents or licensors shall be
liable to the Subscriber or anyone else for any loss or injury or damage
whether such loss, injury or damage were foreseeable, known or otherwise,
and for contingencies beyond its control in procuring, compiling,
interpreting, reporting or delivering Data.
7.2.
To the extent permitted under applicable law and subject to clause 6.4,
in no event will STOXX or any of its affiliates, agents or licensors be
liable to the Subscriber or anyone else for any conclusions derived from,
any decision made or any actions taken by the Subscriber or anyone else
based on the use of the STOXX website and/or Data.
7.3.
To the extent permitted under applicable law and subject to clause 6.4,
neither STOXX nor any of its affiliates, agents and licensors shall be
liable to the Subscriber or anyone else for any damages whatsoever
(including, without limitation: any direct, indirect, punitive or
consequential loss or damage or any loss of income, profits, goodwill,
data, contracts, use of money, or loss or damage arising from or connected
in any way to business interruption and whether in tort [including without
limitation negligence], contract or otherwise) even if advised of the
possibility of such damages.
7.4.
Nothing herein excludes or limits the liability of STOXX or any of its
affiliates, agents or licensors (i) for fraud, (ii) for death or personal
injury caused by negligence, or (iii) which may not be excluded or limited
under applicable law.
7.5.
Neither STOXX nor any of its affiliates, agents and licensors shall be
liable for damages resulting from 'force majeure', riot, acts of war,
epidemics, natural disasters, or other events over which they have no
control, (including, without limitation, strikes, lock-outs, traffic
disruptions, orders by governmental authorities in Switzerland or abroad),
or as a consequence of technical problems, such as IT disruptions, for
which they are not at fault. The term 'force majeure' shall also include
computer viruses or intentional attacks by 'hackers' on IT systems,
provided that reasonable security systems were in place to avert damage
from such attacks.
8.
Intellectual Property
8.1.
The Subscriber acknowledges and accepts that the entire content on the
STOXX website, the Data and the files containing Data are, and shall
remain, the property of STOXX and/or its licensors and that they are
protected by copyright and/or other intellectual property laws and/or
unfair competition or misappropriation laws. Such content may only be
used in accordance with these Conditions of Use. Any unauthorised use
is strictly prohibited.
8.2.
All trade names, trademarks, service marks and other product and service
names and logos on the STOXX website used are proprietary to their
respective owners and are protected by applicable trademark laws. Any
of the trademarks, service marks or logos (collectively, the 'Marks')
displayed on the STOXX website may be registered or unregistered marks
of STOXX or others. Nothing contained in the STOXX website may be construed
as granting any license or right to use any of the Marks displayed here
without the express written permission of STOXX or the owner of such Marks.
Any unauthorised use of the Marks is strictly prohibited.
8.3.
The indices and the respective index values, constituents, methodologies
and all other subsets or elements of these indices are proprietary to
their respective owners and are protected by copyright, patents, trademark
law, data base rights and/or other intellectual property rights, as the
case may be. Nothing contained in the STOXX website may be construed as
granting any license or right to use any index, in its entirety, or any
element or subset of such index, without entering into a license agreement
with STOXX.
9.
Personal Data
STOXX has the right to electronically store and process personal data
provided by the Subscriber when creating and updating its profile in
accordance with the applicable laws and the Privacy Policy on the STOXX
website. Personal data is treated as confidential consistent with the
terms of the Privacy Policy and is used exclusively for business relations
between STOXX and the Subscriber as further described in the Privacy Policy.
10.
Invalidity / No Waiver
10.1.
If any provision in these Conditions of Use is invalid or unenforceable
under the applicable law, the remaining provisions will continue in
full force and effect.
10.2.
The failure of STOXX to insist upon strict compliance with any term or
provision shall not be construed as a waiver with regard to any subsequent
failure to comply with such term or provision.
11.
Applicable Law
These Conditions of Use, the Subscriber's use of the STOXX website and
of the Data, and all actions contemplated by these Conditions of Use
shall be governed by the laws of Switzerland, without regard to the
choice of or conflicts of law principles, as if these Conditions
of Use were a contract wholly entered into and wholly performed
within Switzerland.
12.
Jurisdiction
12.1.
Any dispute in connection with these Conditions of Use shall be submitted to
the exclusive jurisdiction of the Commercial Court ("Handelsgericht") of the
Canton of Zurich, Switzerland. Provided, however, that nothing herein shall
prevent STOXX from bringing any action against the Subscriber at the
Subscriber's domicile.
12.2.
Regardless of clause 12.1, STOXX shall be entitled to request injunctive relief
(incl. preliminary measures) regarding the use of Data by the Subscriber at the
national (or multinational) court(s) where the Subscriber uses Data or where STOXX'
rights shall be enforced.
