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Direct Financial Network Company (DirectFN) LTD. and/or its affiliates ("DirectFN")
provide a service that makes available for transmission to and reception
by subscribers certain market information, sometimes referred to as
"Mubasher Financial Markets Information dissemination
Service" (the "Service"). Subscriber's use of and access to the Service
and the information made available through the Service are subject
to subscriber's compliance with all of the terms and conditions set
forth in this Subscription Agreement (the "Agreement").
DEFINITIONS
As used in this Agreement, the terms
below are defined as follows:
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“Subscriber
agreement” |
means an agreement between
each member of Subscriber's group and DirectFN for receipt of information
and use by subscriber. |
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“Affiliates” |
means the direct or indirect
subsidiaries of DirectFN including but not limited to Arabic Computer
Systems Limited. |
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“Intellectual
Property Rights” |
means patents, trade marks,
service marks, trade and service names, copyrights, design rights,
trade secrets and other intellectual property rights, whether
or not they are registered, anywhere in the world. |
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"Business Day" |
Any day other than: Friday and Saturday
or a day which is appointed an official holiday in the Kingdom
of Saudi Arabia. |
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"Claims" or
"Losses" |
Any and all liabilities, obligations,
losses, damages, penalties, claims, actions, suits, costs, judgments,
settlements, and expenses of whatever nature, including, without
limitation, i) direct, indirect, punitive, special, consequential
and incidental damages, and ii) administrative costs, litigation
costs, and attorneys' and auditors' fees and disbursements. |
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"Information" |
means market prices, volumes,
news and all other information as transmitted by DirectFN through
the Service. |
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"Information
Provider" |
Source from which Direct Financial Network Company receives the Information made available through
the Service including, but not limited to Tadawul and their
affiliates and their sources. For the purpose of this agreement,
Sources that may be included in the future are also qualified
as Information provider. |
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"Real-Time
Data" |
Market data as released by
each Information Provider, with no built in delay. |
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"Subscriber",
you or your |
Each person or an organization
which signs for the Service. |
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"System" |
The Mubasher information
system operated by Direct Financial Network Company, which collects,
processes and disseminates the Information. |
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1. |
Proprietary
Rights |
Subscriber understands and
agrees that DirectFN and the Information Providers have proprietary
rights in certain trade marks, service marks, trade names, corporate
names and in the Information that originates on or derives from
markets regulated or operated by the Information Providers and
in the compilation of Information gathered from other sources
(the "Intellectual Property"). Subscriber agrees not to use
such Intellectual Property in any way, which would infringe
the rights of DirectFN and the Information Providers. Subscriber
agrees not to alter, remove, or obscure any copyright notices
or other proprietary notices as furnished by DirectFN. |
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2. |
Software Ownership |
DirectFN provides Software as
part of and for use of the Service. This software is developed
by and proprietary to DirectFN. Subscriber's receipt of the Service
does not constitute a sale of the DirectFN Software or any copy DirectFN
retains title and ownership to the DirectFN Software recorded on
the media and all copyright and other intellectual property
rights therein. Subscriber agrees not to alter, decompile, or
disassemble the DirectFN Software. As licensee, subscriber owns the
media on which the DirectFN Software is originally or subsequently
recorded, but none of the content placed thereon. |
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3. |
Authorized
Use of Information |
a. |
The subscriber is authorized
to receive and use the Information solely in accordance
with this Agreement. Any other use of the Information
by the subscriber, including, but not limited to, retransmission
or reprocessing, in whole or in part, is prohibited. |
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b. |
In case the subscriber
is an Organization, the information is to be used solely
for the internal use of the Users and its employees and
not for redistribution to any other person or entity.
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c. |
Further subscriber agrees
not to use or permit anyone to use the information for
any unlawful purpose. |
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d. |
Subscriber agrees that
their arrangement with DirectFN for receipt of the information
is subject to termination in the event that this Agreement
between DirectFN and Tadawul, is terminated for any reason. |
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4. |
Subscription Fees |
The subscription fees currently
charged is for Mubasher Financial Markets information
dissemination Service and other financial content and may be
amended by DirectFN from time to time without notice. The fees is
payable monthly, Quarterly, half-yearly or annually in advance.
This Subscription fee is non-refundable. |
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5. |
Information from Subscribers |
All information provided to
the Subscriber pursuant to this Agreement is being provided
at the request of the subscriber and the Information Providers.
DirectFN shall request in writing any additional information from
the subscriber required by any Information Providers or their
auditors. Failure to promptly provide the requested information
shall result in termination of access to the Service until such
time as the request is complied with. |
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6. |
Limited WARRANTY |
DirectFN shall furnish the Service
and the Information to the subscriber promptly and accurately
as is reasonably practicable. However DirectFN's transmission of
timely, accurate or complete Information is dependant on and
therefore limited by what is received from the Information Providers
and also the operational performance of Communication links
between DirectFN and Tadawul and DirectFN and the subscriber. |
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7. |
Limitation of Liability |
Neither DirectFN nor the Information
Providers shall be liable to the subscriber or any other person,
regardless of the cause for any errors, inaccuracies or omissions
of the Service or Information, or for any delay or interruption
in the transmission thereof to subscriber, or for any Claims
or Losses arising there from.
If any or all of DirectFN and the Information Providers are for any
reason held liable to the subscriber or to any person or organization,
the liability of any or all of DirectFN and the Information Providers
is limited to: i) if subscriber continues to receive the Information,
a month's credit of any monies paid to DirectFN by the subscriber
for the period at issue; or ii) if the subscriber no longer
receives the Information, a refund of money paid by the subscriber
for the period at issue. |
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8. |
Default by Subscriber |
If DirectFN determines that i)
subscriber is not in compliance with any of the conditions,
terms or provisions of this Agreement; ii) any of subscriber's
representations in this Agreement are untrue; or iii) a petition
or other proceeding in bankruptcy or insolvency is filed against
the subscriber, then DirectFN shall have the immediate right to terminate
this Agreement without notice; and / or pursue such other remedies
as it may deem necessary under this Agreement including legal
recourse. |
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9. |
Default by DirectFN |
If DirectFN has breached or is
in default under this Agreement, and such breach or default
continues unremedied for fifteen (15) days after the subscriber
has given written notice to DirectFN, subscriber shall have the right
to take one or more of the following actions; i) terminate this
Agreement; or ii) to pursue such other remedies, as the subscriber
may be entitled to by virtue of or under this Agreement. |
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10. |
Termination of agreement
by subscriber |
Subscriber can terminate this
agreement by giving minimum 2 months advance notification in
writing to DirectFN. Upon termination of this Agreement for whatever
reason, subscriber shall immediately cease any and all use of
the Information provided by DirectFN. Upon termination the subscriber's
money for the remaining period of the service shall be refunded.
Subscriptions for periods 3 months or less are not entitled
for refunds upon termination. |
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11. |
Assignment; Third-Party
Rights |
Subscriber shall not assign
this Agreement or any of subscriber rights and obligations hereunder
without the prior written consent of DirectFN, which shall not be
unreasonably withheld. DirectFN may assign this Agreement and all
of DirectFN's rights and obligations hereunder to an affiliate or
subsidiary or to the surviving entity in the case of a merger
or sale of all or substantially all of the assets of DirectFN, provided
however, that such assignment shall not relieve DirectFN of its obligations
hereunder. |
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12. |
Governing Law |
This Agreement shall be deemed
to be entered into, governed by and construed in accordance
with the laws of The Kingdom of Saudi Arabia without reference
to its conflict of laws principles. |
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13. |
Notices |
All notices, approvals, proposals
and other communications required or permitted to be given under
this Agreement shall be in writing and shall be delivered either
by personal delivery, facsimile, e-mail, or mailed to the appropriate
contact persons as described below. Either party may change
its address for service or specify a different contact person
by giving notice as provided hereunder. Notices to DirectFN must
be sent to:
Direct Financial Network Company,
Rashid Al Ballaa Building,
Old Airport Road, Riyadh, P O Box 220625,
Riyadh 11311 Saudi Arabia,
with a fascimile copy to +966 11 4741450, Attn: DirectFN. |
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14. |
Force Majeure |
Neither the subscriber nor
DirectFN shall be liable for delay or failure in performance of any
of the acts required by this Agreement when such delay or failure
arises from circumstances beyond the reasonable control and
without the gross negligence or willful misconduct of subscriber
or DirectFN, respectively. Such causes may include, without limitation,
acts of God, acts of government in its sovereign or contractual
capacity, acts of public enemy, acts of civil or military authority,
war, riots, civil strife, terrorism, blockades, sabotage, rationing,
embargoes, epidemics, earthquakes, fire, flood, quarantine restrictions,
power shortages or failures, utility or communication failure
or delays, labor disputes, strikes, or shortages, supply shortages,
equipment failures, or software malfunctions. The time for performance
of any act delayed by such events may be postponed for a period
equal to the period of the delay. |
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15. |
Change of Agreement Terms
by DirectFN |
DirectFN reserves the right to
change the terms of this Agreement, including the associated
Service fees. These changes are notified to the subscriber in
advance and the subscriber will have the right to terminate
the agreement if the subscriber does not agree to the terms
made by DirectFN. |
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16. |
Agreement Effective Date |
The effective date of this
Agreement shall be the date; the subscriber starts using the
service. |
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