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3. License. HBL hereby grants Client, for the term of the Electronic Trading Addendum, a limited, non-exclusive, revocable, non-transferable and non-sublicensable license to use (and allow its Authorized Users to use) the Trading System pursuant to the terms of the Electronic Trading Addendum. HBL or its licensors retain all rights, title and interest in and to the Trading System, including all source code, object code, data, information, copyrights, trademarks, patents, inventions and trade secrets embodied therein, and all other rights not expressly granted to Client hereunder. Nothing in the Electronic Trading Addendum constitutes a waiver of any of HBL's rights under the intellectual property laws of the United States, Hong Kong, Singapore or any other jurisdiction or under any other federal, state, or foreign laws. |
4. Security and Access. Client may access the Trading Services only through use of one or more passwords, security devices or other access methods as provided by HBL (collectively, "Access Methods"). Client is solely responsible for ensuring that Client's Access Methods are known to and used by only those users that Client authorizes ("Authorized Users"). Client agrees to comply with any reasonable procedures established by HBL for the pre-approval and authorization of Authorized Users. Client acknowledges that HBL, in its sole discretion, may deny access to the Trading Services to any user of Client's Access Methods. Client will be (i) solely responsible for all acts or omissions of any person using the Trading Services through Client's Access Methods, (ii) solely responsible for any losses, damages or costs that Client may incur as a result of errors made by, or the failure of, the software or equipment that Client or any Authorized Users use to access the Trading Services, and (iii) without limitation of the foregoing or any other provision of the Electronic Trading Addendum, bound by the terms of any and all Brokerage Transactions executed and/or Requests accepted through the Trading System using Client's Access Methods, in each case unless due to HBL's willful misconduct. All transmissions generated by use of Client's Access Methods will be deemed to be authorized by Client and made by an Authorized User whether or not HBL acknowledges receipt of such transmission and HBL shall be entitled to act in reliance on such deemed authorization, unless due to HBL's willful misconduct. If any of Client's Access Methods have been modified, lost, stolen or compromised, Client will promptly notify HBL. Upon receipt of this notice, such Access Methods will be cancelled or suspended as soon as is reasonably practicable, but Client is responsible for any actions taken through the use of such Access Methods prior to such cancellation. Client will immediately report any apparent malfunction or breach of security of which Client becomes aware or experiences with the Trading Services. In the event of a dispute, HBL's communications and Brokerage Transactions log of all Quotes, Brokerage Transactions and communications regarding Brokerage Transactions by Client or its Authorized Users or their Access Methods (the "Brokerage Transactions Log") will be conclusive evidence of the communications contained in them. Client agrees not to contest the validity or enforceability of the Brokerage Transactions Log in any legal proceedings between the Parties. |
5. Use of the Trading Services. |
5.1 HBL may at any time, in its sole discretion, restrict the number of Authorized Users and impose restrictions, limits or parameters on Requests or Clients. HBL maintains filters to prevent Requests that do not comply with financial, operational and risk control requirements. These pre-trade restrictions, limits and parameters may delay or prevent Requests from being submitted, require HBL to not respond to and/or confirm Requests, or result in delays in the execution of Brokerage Transactions. Such restrictions, limits and parameters may be amended, increased, decreased, removed or added to by HBL in its sole discretion, upon notice to Client, if practicable, and may include (without limitation): (i) controls over maximum Request sizes; (ii) controls over HBL's total exposure to Client; (iii) controls over Requests and/or Brokerage Transactions that may indicate duplicative or clearly erroneous Requests and/or Brokerage Transactions; or (iv) any other restrictions, limits, parameters or controls that HBL may be required to implement in accordance with applicable regulations or its internal policies and procedures. Client agrees to abide by such restrictions and to be responsible for any Request and/or Brokerage Transaction that violates such restrictions or exceeds such limits. Even if a Request is within the restrictions, limits and parameters set by HBL, HBL has sole discretion to not respond to and/or confirm such Request. |
5.2 HBL has no responsibility for the transmission of Requests that are inaccurate or not received by HBL, and Brokerage Transactions may be executed on the terms actually received by HBL. |
5.3 Client agrees that HBL, in providing access to the Trading Services, has not acted and is not acting as a fiduciary and has not provided (or held itself out as providing) recommendations or advice respecting particular investment decisions. |
5.4 Client may not make the Trading Services available in any form to any person or entity without the prior written consent of HBL, except as permitted under the Electronic Trading Addendum. Client may not rent, sublicense, sell or lease, directly or indirectly, the Trading System or any portion thereof to any third party, and may not alter, modify, decompile, disassemble, or reverse engineer the Trading System. Any attempt to use, copy, or convey the Trading System in a manner contrary to the terms of the Electronic Trading Addendum or in competition with HBL or in derogation of HBL's proprietary rights, whether such rights are stated herein or determined by law or otherwise, will result in the Electronic Trading Addendum being automatically terminated and HBL shall have all rights and remedies available to it under applicable law, including without limitation, the right to immediate injunctive relief. Client hereby acknowledges that all other remedies are inadequate. |
5.5 Client acknowledges that Brokerage Transactions will be executed at the price in the Quote, which may be different from the price at which the Virtual Asset is trading in other markets or with other counterparties when the Brokerage Transaction is completed. |
5.6 The Trading Services may malfunction or become temporarily unavailable due to a computer malfunction or network congestion or some other reason. HBL does not guarantee that the Trading Services will be available at all times, and it is not responsible for losses, damages or costs incurred or suffered by Client as a result of the unavailability or malfunction of the Trading Services. |
5.7 Regardless of any other provision of the Electronic Trading Addendum, HBL has the right to suspend or terminate (at any time, with or without cause or prior notice) all or any part of the Trading Services, or Client's access thereto, for any reason, including but not limited to, changing the features or functionality of the Trading Services, or changing the limits on the trading Client may conduct through the Trading Services, all without any liability to Client. Client understands it can have no expectation of any use or continued use of the Trading Services. |
6. Representations and Warranties. Client represents and warrants as follows, which representations and warranties will be deemed repeated each time Client uses the Trading Services: |
6.1 All necessary action has been taken to authorize Client to enter into the Electronic Trading Addendum, and the Electronic Trading Addendum is valid and binding upon it. |
6.2 All information contained herein and in any form or other document provided to HBL is true and complete in all respects, except to the extent that Client has provided notice of any change to HBL. |
6.3 Client's use of the Trading Services will comply with all applicable statutes, regulations, rules, judgments, orders, decrees, rulings, charges and other restrictions of any government, governmental agency, or court ("Applicable Law"). |
7. Data. With respect to any Quote, market data or other data or information that HBL provides to Client in connection with Client's use of the Trading Services, Client agrees that (i) HBL is not responsible or liable if any such Quote, data or information is inaccurate or incomplete in any respect; (ii) HBL is not responsible or liable for any actions that Client takes or does not take based on such Quote, data or information; (iii) Client will use such Quote, data or information solely for the purposes set forth in the Electronic Trading Addendum and in compliance with Applicable Law; and (iv) such Quote, data or information is proprietary to HBL or its licensors, and Client will not (x) distribute, retransmit, display or otherwise disclose or make available such Quote, market data or other data or information to third parties except as required by Applicable Law, nor (y) enhance, alter or make derivative works from such Quote, market data or other data or information, or combine such Quote, market data or other data or information with any other information without the prior written consent of HBL. |
8. Other Activities. HBL may engage in trading in the markets reflected through the Trading Services for HBL's proprietary accounts, which could affect the value or terms of Brokerage Transactions and HBL may enter into Brokerage Transactions at prices different from the prices reflected to Client through the Trading Services. |
9 Monitoring. HBL reserves the right, in its sole discretion, to monitor all uses of the Trading System to ensure compliance with the Electronic Trading Addendum and the policies and procedures of HBL and its affiliates in effect from time to time. Client acknowledges and agrees that HBL and its affiliates have the right to monitor, record and investigate all uses of the Trading System by Client. |
10 Limitation of Liability; No Warranty. |
10.1 HBL EXPRESSLY DISCLAIMS LIABILITY FOR ANY DELAY IN EXECUTION OR THE FAILURE TO EXECUTE ANY BROKERAGE TRANSACTION MADE THROUGH USE OF THE TRADING SERVICES. HBL FURTHER EXPRESSLY DISCLAIMS LIABILITY FOR CLIENT'S INABILITY TO ENTER, EXECUTE OR CANCEL ALL OR PART OF ANY BROKERAGE TRANSACTION EFFECTED THROUGH USE OF THE TRADING SERVICES. CLIENT ACKNOWLEDGES AND AGREES THAT HBL IS NOT A GUARANTOR OF ANY INVESTMENT MADE HEREUNDER. IN NO EVENT WILL HBL BE LIABLE TO CLIENT OR ANY OTHER PARTY FOR ANY LOSSES, LIABILITIES, DAMAGES, FEES OR EXPENSES OF CLIENT ARISING FROM THE ELECTRONIC TRADING ADDENDUM, THE TRADING SYSTEM OR ANY QUOTES OR OTHER INFORMATION PROVIDED THROUGH THE TRADING SERVICES, INCLUDING BUT NOT LIMITED TO DIRECT DAMAGES, LOST PROFITS, TRADING LOSSES, LOSS OF USE, INTERRUPTION OF BUSINESS, LOSS OF DATA, LOSS OF GOODWILL, LOSS OF OPPORTUNITY, LOSS OF INVESTMENTS OR EXPENDITURES OR ANY OTHER SUCH DAMAGES, ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND, WHETHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT, STRICT LIABILITY OR OTHERWISE, WHETHER OR NOT HBL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CLIENT ACKNOWLEDGES THAT DETRIMENTAL FINANCIAL RESULTS MAY OCCUR THROUGH USE OF THE TRADING SERVICES AND ACCEPTS ALL FINANCIAL CONSEQUENCES RESULTING FROM SUCH USE. THE SOLE AND EXCLUSIVE REMEDY OF CLIENT FOR ANY BREACH OF THE ELECTRONIC TRADING ADDENDUM BY HBL SHALL BE TERMINATION OF THE ELECTRONIC TRADING ADDENDUM. |
10.2 THE TRADING SYSTEM IS LICENSED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND, AND HBL SPECIFICALLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES REGARDING THE TRADING SYSTEM, INCLUDING WITHOUT LIMITATION, (A) THE WARRANTIES THAT IT IS FREE OF DEFECTS, MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE OR NON-INFRINGING, (B) THAT THE TRADING SYSTEM WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, AND (C) THAT ANY INFORMATION PROVIDED BY CLIENT WILL BE SECURE AND NOT LOST OR DAMAGED. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE TRADING SYSTEM IS BORNE BY CLIENT. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THE ELECTRONIC TRADING ADDENDUM. NO USE OF THE TRADING SYSTEM IS AUTHORIZED HEREUNDER EXCEPT AS PERMITTED UNDER THE ELECTRONIC TRADING ADDENDUM. |
11 General Provisions. The Electronic Trading Addendum and the Agreement contain the entire agreement between the parties with respect to the subject matter hereof and supersede all prior Agreements and understandings, written or oral, between the parties with respect thereto. In the event of any conflict between the Electronic Trading Addendum and the Agreement or the Terms, the terms of the Electronic Trading Addendum will control regarding the Trading Services. The Electronic Trading Addendum may be executed in one or more counterparts, each of which when so executed and delivered shall be an original, but all such counterparts taken together shall constitute one and the same instrument. Transmission by telecopy, email or other form of electronic transmission of an executed counterpart of the Electronic Trading Addendum shall be deemed to constitute due and sufficient execution and delivery of such counterpart. |
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