Please read the following Disclaimer, Terms of Use and Terms and Conditions ("T&C").
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DIRECT MARKET ACCESS – TERMS AND CONDITIONS

1.

DEFINITION
  "Terms and Conditions" the terms and conditions as stated herein governs the terms for trading in Derivatives;
  "Applicable Regulations" means (i) Capital Markets and Services Act, 2007 ("CMSA") or any applicable laws, rules and regulations of the relevant regulatory authorities governing the activities of trading in Contracts as defined in the Terms and Conditions; and (ii) the Rules of the relevant Exchange or Specified Exchange; as are in force from time to time;
  "RHBIB" means RHB Investment Bank Berhad;
  "Derivatives" as defined in the General Terms and Conditions;
  "Client" as defined in the General Terms and Conditions;
  "Trading’s Account" means the client’s account described in the General Terms and Conditions for trading in Derivatives;
  "DMA Service" means any dealing, order routing or other services that is subject to the DMA T&C provided from time to time by RHBIB to the Client via the internet or otherwise;
  "DMA T&C" means the terms and conditions governing the dealing, order routing or other DMA Services transacted via the DMA Service;
 

"Exchange"

 as defined in the Terms and Conditions;
  "Software" means all computer programs (and any components thereof) which is part of the DMA Service made available by the system vendor(s) appointed by RHBIB.
  "System" means all computer hardware and software, equipments, network facilities and other resources and facilities needed to enable the Client to access the DMA Service;
  "Users" means persons authorised by the Client to use the DMA Service.

2.

CLIENT’S RISK
  The Client acknowledges and agrees that:
  2.1 all decisions and / or orders made through the DMA Service are at the Client’s sole risk and any instructions received by RHBIB vide the DMA Service, RHBIB shall deem that such instruction is a valid instruction and is irrevocable and RHBIB is not obliged to enquire into the validity of any such instructions received and / or to take any steps to reject it unless so required by the Applicable Regulations.
  2.2 if, for any reasons, RHBIB is not able to complete the transactions through the DMA Service, RHBIB may, without obligation, provide the Client with further information advising the Client other alternative means of transaction. However, the Client accepts and agrees not to hold RHBIB liable should RHBIB fail or delay in informing the Client of the alternative mode.
  2.3 unless otherwise indicated or agreed, any prices shown on the DMA Service or elsewhere on RHBIB’s behalf are indicative at the time shown and are based on data that is subject to constant change. The execution price is that which is confirmed to the Client on the confirmation issued (whether on-screen or otherwise) after the Client order is executed and this price may, in certain cases, differ from the price appearing on the screen at the time the offer was made.
  2.4 although RHBIB uses reasonable endeavors to ensure that the DMA Service remains accessible, there are risks in trading through the DMA Service. The Client’s access to the DMA Service cannot be assured in all circumstances as a result of communications and / or System failure, breakdown or other malfunction, including, without limitation, errors in computer programs and telecommunication systems. This System failure may result in, among other things, a delay in telecommunication to the Client, interrupted DMA Service, faults, inaccuracies in the provision of DMA Service or inaccuracies in general.
  2.5 RHBIB shall not be liable for any losses, costs or other charges that the Client may incur or suffer arising from price fluctuations or otherwise during any period of unavailability of the DMA Service.
  2.6 the Client understands and agrees that, depending on the jurisdiction where the Client access the DMA Service, not all Exchange, products or features of the DMA Service may be made available to the Client, if prohibited by local law or otherwise.
  2.7 the DMA Service is not RHBIB’s proprietary system and has been licensed to RHBIB by the system vendor. Accordingly, RHBIB does not in any way endorse or recommend the DMA Service, and the Client’s use of the DMA Service is at all times by the Client’s own choice and risk.
 

2.8

 the electronic nature of the DMA Service and the inherent risk that communications by electronic means may not reach their intended destination or may do so later than intended for reasons outside RHBIB’s control; and
  2.9 the provision of the DMA Service may involve information being transmitted over the internet and / or other means of telecommunication tools including but not limited to leased lines. RHBIB take reasonable steps to avoid information being intercepted and read by third parties; however, it is not always possible to avoid someone other than RHBIB gaining access to information about the Client and the Client’s dealings with RHBIB.

3.

CLIENT'S RESPONSIBILITY FOR USE OF THE DMA SERVICE
  3.1 The Client or Users shall enter orders and trade in compliance with the Applicable Regulations and / or any amendments to the Applicable Regulations.
  3.2 The Client or Users will access the DMA Service solely for the Client’s to trade for Derivatives and the Client or Users shall not utilize the DMA Service for any other purposes or business activities.
  3.3 The Client hereby expressly authorises each Users to act for and on the Client’s behalf when accessing and / or utilising the DMA Service.
  3.4 The Client shall accept all responsibilities for trading using the DMA Service and for any trading or other decisions made by the Client or Users.
  3.5 The Client is to ensure all Users are trained (at the Client’s own costs), qualified and authorised to transact any Derivatives by accessing the DMA Service.
  3.6 The Client shall ensure that all Users are familiar with and adhere to the DMA T&C and the operation of the DMA Service. The Client hereby expressly authorises each Users, on the Client’s behalf, to receive information about the DMA Service and to accept any changes to the DMA T&C and all other relevant terms and conditions of operation.
  3.7 The Client agrees and acknowledges that every person accessing the DMA Service (whether or not such person is, in fact, a duly authorised Users) will be deemed by RHBIB to be authorised to act on the Client’s behalf and that the Client is responsible for all transactions executed under the Client’s Trading Account.
 

3.8

 The Client is to ensure all Users are being informed of any verbal instructions or directions given by RHBIB from time to time in respect of trading using the DMA Service.
  3.9 The Client is responsible for providing and maintaining the means by which the Client accesses the DMA Service including all equipment and networks and to ensure that no computer viruses, worms, malicious software or similar items are introduced into the hardware or software while accessing the DMA Service.
 

3.10

 The Client is advised to maintain alternative method(s) to receive data, to convey or route orders and to receive reports or confirmations in the event the DMA Service is unavailable.
  3.11 The Client agrees that the Client will not supply, show or make available or permit to be supplied, shown or made available any Exchange data to any third party in any manner without the prior written approval from RHBIB and that the Client will comply in full with the terms and conditions set out in any additional terms and conditions required by the RHBIB or the Exchange.

4.

RHBIB’S AUTHORITY
  4.1 RHBIB reserves the right to reject the Client’s application for DMA Service without assigning any reason whatsoever.
  4.2 RHBIB has the right to set limits and / or parameters or other controls on the order and size, total exposure or types of Derivatives that RHBIB considers appropriate to control the Client’s ability to access the DMA Service which maybe amended or varied by RHBIB without notice.
  4.3 RHBIB has the right to refuse any orders transmitted by the Client using the DMA Service at any time without notice.
  4.4 RHBIB reserves the right to make such modifications, improvements or additions to the DMA Service or any part of parts thereof as RHBIB may deem fit. RHBIB will give the Client the notice of such modifications, improvements or additions.
  4.5 RHBIB has absolute right to suspend, discontinue or withdraw temporarily or permanently or amend all or any part of the DMA Service and / or DMA T&C at any time or to summarily terminate the DMA Service for any of the following reasons (including but not limited to):
    (a) where the Client is in breach of any terms of the Terms and Conditions and the DMA Service or any other Terms and Conditions with the RHBIB (including any Exchange agreement) or with RHBIB’s subsidiaries and / or associated companies and / or when RHBIB believes or have been informed on reasonable authority that the Client are not in compliance with the Applicable Regulations; and / or
    (b) where RHBIB reasonably believes that it would be in the Client’s or interests to do so or in response to an action by the Exchange and / or the relevant regulatory authority; and / or
    (c) where RHBIB is unable to provide the DMA Service due to a withdrawal, defect in or failure of:
      (i) systems owned or operated by RHBIB or any third party; and / or
      (ii) network, communication or computer systems owned or used by the Client; and / or
      (iii) RHBIB’s network link to any Exchange.

5.

THE RHBIB’S LIABILITY TO THE CLIENT
  5.1 Without prejudice to any other term(s) of the Terms and Conditions and the DMA T&C relating to the limitation of liability, RHBIB will have no liability to the Client in relation to any loss or damage that the Client may suffer, whether directly or indirectly, as a result of any delay or defect in or failure whilst accessing the DMA Service.
  5.2 RHBIB will have no liability to the Client, whether in contract or in tort, including negligence, in the event that any viruses, worms, malicious software or similar items are introduced into the Client’s system via the link to the DMA Service or RHBIB’s other software, provided that RHBIB has taken reasonable steps to prevent such introduction.
  5.3 In no event will RHBIB be liable for any special, indirect, incidental, punitive or consequential loss or damage (including, without limitation, loss of business, loss of profit, failure to avoid a loss, loss or corruption of data, loss of goodwill or reputation or wasted management time) that may be incurred or experienced by the Client pursuant to the use of the DMA Service, even if RHBIB had prior knowledge or notice of the possibility of such damages arising.
  5.4 Unless expressly stated otherwise in the DMA T&C, the DMA Service is provided to the Client on an ‘as is’ basis at the Client’s sole risk and RHBIB makes no representation or warranty, express or implied, including (without limitation) any warranty of merchantability or fitness for a particular purpose, to the Client regarding the DMA Service, nor do RHBIB warrants that the operation of the DMA Service will be uninterrupted or entirely error free.
  5.5 RHBIB, Bursa Malaysia Derivatives Berhad (‚BMDB???) and Bursa Malaysia Berhad (‚BMB???) (including its related companies, directors, connected parties and / or their employees) make no representation and / or warranty, express or implied or statutory, in respect of the DMA Service and / or the OMS Services.
  5.6 In no event shall RHBIB, BMDB and / or BMB be liable for any claim or demand, whatsoever and howsoever arising, in relation to the DMA Service and / or the OMS Services, save in the case of fraud and willful default by RHBIB, BMDB and / or BMB. For the avoidance of doubt, RHBIB, BMDB and / or BMB shall not be liable for any losses or damages caused as a result of any inability to trade or curtailment of any trading opportunities howsoever arising, including, but not limited to the failure, malfunction and / or breakdown of the DMA Service and / or the OMS Services.

6.

LOGIN NAMES AND PASSWORDS
  6.1 In connection with the DMA Service, the RHBIB may give the Client a login name(s) and / or password(s). The Client accepts full responsibility for the use and protection of this login name(s) and password(s).
  6.2 The Client agrees that RHBIB is unable to know whether someone other than the Client is accessing RHBIB’s DMA Service when using the Client’s login name(s) and password(s). It is the Client’s obligation to maintain the Client’s authorized Users’ access to the DMA Service confidential and the Client is solely liable for the use of the DMA Service by anyone accessing it with the Client’s login name(s) and password(s).

7.

RESTRICTION IN USE OF DMA SERVICE
  The Client acknowledges that access to and use of all or part of the DMA Service may be restricted or prohibited by the Applicable Regulations in certain jurisdictions. The Client acknowledges that RHBIB is not in a position to provide advice on any such restrictions and prohibitions. The Client undertakes that the Client and any Users acting on the Client’s behalf is familiar with and adhere to such applicable restrictions and / or prohibitions.

8.

TITLE AND LICENCES
  8.1 The DMA Service may include software provided by the system vendor(s) appointed by RHBIB. The Client and its Users will not, in any circumstances, obtain any titles and / or interest including rights in intellectual property in the Software and databases contained in the DMA Service.
  8.2 The Client may use the Software or databases contained in the DMA Service solely to the extent necessary for the use of the DMA Service in accordance with the DMA T&C. The license is personal, non-exclusive, non-transferable and will expire on the termination of the DMA Service for any reason. In particular (including but not limited to):
   
8.2.1 the Client may not sell, lease, sub-licence, store, retransmit, redistribute, reproduce or provide, directly or indirectly, the whole or any part of the DMA Service or Software to any third party;
8.2.2 the Client may not amend, modify, reverse engineer, decompile, disassemble or re-engineer the Software in any way otherwise than in connection with the normal use of the DMA Service.
  8.3 If RHBIB makes available to the Client any equipment in connection with the DMA Service:
   
8.3.1 the equipment will remain RHBIB’s property;
8.3.2 RHBIB will be responsible for the maintenance of the equipment but the Client will pay RHBIB’s costs of such maintenance where the maintenance has been made necessary by any of the Client’s acts or omissions; and
8.3.3 the Client will return all equipment to RHBIB upon termination of the DMA Service, in accordance with RHBIB’s reasonable instructions

9.

NON LIABILITY ON 3RD PARTY WEBPAGES AND PRODUCTS
  The use of any third party products, services, websites or networks is not an endorsement of such products, services, the websites or networks. RHBIB may allow the Client to access websites and networks provided by persons other than RHBIB, RHBIB’s subsidiaries and / or the associated companies via a hypertext or other link. RHBIB accepts no responsibility or liability of any kind in respect of any materials on any websites or networks.

10.

MAINTENANCE, MODIFICATIONS AND UPGRADES
  10.1 The Client will be responsible for the provision of all equipment and network DMA Services necessary for carrying out electronic trading with RHBIB using the DMA Service. When the Client install the Software the Client will be responsible for ensuring that the Software is compatible with the Client’s system.
  10.2 The Client will be responsible for all maintenance and support DMA Services required in order for the Client to gain access to the DMA Service, with the exception of maintenance and support DMA Services relating to the Software.
  10.3 The Client will, from time to time, run such tests and provide such information to RHBIB as RHBIB reasonably considers necessary to establish the functionality of access to the DMA Service.
  10.4 RHBIB reserves the right to make such modifications, improvements or additions to the DMA Service or any part of parts thereof as RHBIB may deem fit. RHBIB will give the Client the same notice of such modifications, improvements or additions as RHBIB gives to all other Users.
  10.5 The Client will accept any updates or modifications to the Software and / or the System that RHBIB considers reasonable or necessary in respect of the DMA Service. For the avoidance of doubt, the latest version / iteration of the Software and / or System will, subject to the Applicable Regulations, be made available to the Client no later in time than that provided generally to other Clients.

11.

INDEMNITY
  11.1 The Client shall not hold RHBIB and / or any of RHBIB’s officers, employees and agents responsible or liable for whatever losses incurred as a result of the acts, representations and / or omissions of RHBIB’s officers, employees and agents in carrying out their duties in connection with the Client’s Account.
  11.2 The Client agrees to indemnify and hold RHBIB harmless against any and all costs of any kind the Client may sustain due to:
    11.2.1 any breach by the Client of the DMA T&C including any representations or warranties hereunder; and / or
    11.2.2 any claims related to or arising out of a financial transaction commenced by any third party against RHBIB based on the Client’s use of the DMA Service, unless such claim is caused by RHBIB’s gross negligence or willful misconduct; and / or
    11.2.3 RHBIB’s early termination of the Terms and Conditions and the DMA Service because of the Client’s breach of any provision hereunder or because RHBIB’s agreement with the system vendor is terminated; and / or
    11.2.4 the Client’s early termination of the Terms and Conditions and the DMA Service for any reason.

12.

REPRESENTATIONS, WARRANTIES, TERMS AND CONDITIONS AND UNDERTAKINGS
  12.1 The Client represents and warrants to RHBIB that all relevant laws, regulations, directives, market requirements regarding the use of the DMA Service have been complied with.
  12.2 The Client undertakes to perform such acts, sign and execute such other documents as and when required by RHBIB.
  12.3 The Client agrees to be bound by the DMA T&C and agrees that the DMA T&C must be read together with the Terms and Conditions executed by the Client. The terms in the DMA T&C shall be considered supplementary to the Client’s Terms and Conditions and / or equivalent written Terms and Conditions with RHBIB.
  12.4 The Client acknowledges and agrees that RHBIB and / or other regulatory bodies reserve the right to access to the Client’s terminals for supervisory purposes at any such time RHBIB and / or the regulators deem fit.
  12.5 The Client declares that the Client fully understood and is aware of the process for submission of orders and the laws, rules and / or regulations of the DMA governing such submission(s).

13.

NOTIFICATION BY THE CLIENT
  The Client must notify RHBIB immediately after any:
  13.1 unauthorised use of the DMA Service;
  13.2 loss or theft of the Client’s password or login ID;
  13.3 unauthorised use of any of the Client’s password, the DMA Service or any information;
  13.4 failure to receive confirmation through the DMA Service that an order by the Client had been received or executed;
  13.5 receipt of confirmation of an order which the Client did not place; and
  13.6 receipt of inaccurate report, information, contract note or any other document from RHBIB containing errors or the contents of which the Client disputes.

14.

FORCE MAJEURE
  RHBIB shall not be liable if failure to perform any of its obligations hereunder is caused by supervening conditions beyond RHBIB’s reasonable control, including acts of God, civil commotions, strikes, labor disputes, wars, terrorist activities, governmental demands or suspensions and limitation imposed by the relevant Exchanges or regulators.

15.

TERMINATION
  15.1 The DMA Service may be terminated by either party upon three (3) months written notice.
  15.2 Upon termination of the DMA Service, the Client will continue to be liable for any costs of the network RHBIB may have provided to the Client upon the Client’s request to access the DMA Service and the costs of the DMA Service charged by the system vendor. Upon termination of the DMA Service, the Client shall cease to use the DMA Service, and upon RHBIB’s request, the Client shall return to RHBIB or destroy, all Software, all security features and documentation RHBIB may have provided the Client with, in connection with the DMA Service and shall provide to RHBIB upon RHBIB’s request a written statement certifying that the Client has satisfied to the Client’s obligations hereunder.
  15.3 Termination of the DMA Service or of the Client’s use of the DMA Service for any reason shall have no impact on RHBIB’s rights or the Client’s obligations under the Terms and Conditions and / or any other Terms and Conditions with RHBIB or with RHBIB’s subsidiaries and / or associated companies.

16.

WAIVER AND AMENDMENT
  16.1 A single or partial exercise or waiver of a right relating to this terms and conditions does not prevent any other exercise of that right or the exercise of any other right.
  16.2 No party shall be liable for any loss or expenses incurred by another party caused or contributed to by the waiver, exercise, attempted exercise, failure to exercise or delay in the exercise of a right.
  16.3 RHBIB may at its absolute discretion amend, delete or substitute any of the terms herein or add new terms without having to give the Client any prior written notice.

17.

INCONSISTENCY
  In case of a conflict between a term in the DMA T&C and the Terms and Conditions related to the Client’s use of the DMA Service, the terms in the DMA T&C shall prevail.

18.

SEVERABILITY
  If any provision of these terms and conditions or part thereof is rendered void, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

19.

GOVERNING LAW
  The DMA T&C is governed by the laws as specified in the Terms and Conditions.


Market Data Subscription Agreement

This Market Data Subscription Agreement (“the Agreement”) permits you to access, receive and use certain Market Data (defined below) subject to the following terms and conditions as stated herein below. This Agreement governs your access to receive and use the Market Data, and constitutes a binding legal agreement between RHB Investment Bank Berhad (“Distributor/RHBIB”) and you (“the Subscriber”) (each of Distributor and the Subscriber, a “Party” and collectively, the “Parties”).

1.

DEFINITION
  “Act” means the Capital Markets and Services Act 2007, as may be amended varied and/or modified from time to time.
  "Device" means any unit of equipment, fixed or portable, that receives, accesses or displays Market Data in visible, audible or other comprehensible form.
  "Derivatives Exchange" means anybody corporate in relation to which an approval under subsection 8(2) of the Act is in force.
  "Derivatives" as defined in the General Terms and Conditions;
  "Force Majeure Event" means any flood, extraordinary weather conditions, earthquake or other act of God, fire, war, terrorism, insurrection, riot, labour dispute, accident, action of government, dispositions of domestic or foreign powers, communications or power failures, or equipment or software malfunctions, computer viruses, attacks of hackers on computer systems.
  "Person" means any natural person, proprietorship, corporation, partnership, limited liability company or other organization.
  "Market Data" means information and data pertaining to listed and over the counter derivatives contracts (including without limitations swaps and futures) and options contracts or similar derivative instruments as well as index data and analytics data or such other data marketed by the Specified Exchange including but not limited to , opening and closing prices, high-low prices, settlement prices, current bid and ask prices, open interest information, last sale prices, price limits, requests for quotations, fixing prices, data curves, estimated and actual volume data, contract specifications and fast or late messages. With respect to Subscriber’s obligations under this Agreement, Market Data also includes information, data and materials that convey information to Subscriber substantially equivalent to Market Data.
  "OTC Market Data" means Market Data relating to over the counter derivatives contracts.
 

"Subscriber"

 means client who operates a derivative trading account with RHBIB.
  "Specified Exchange" means a person or body that or body that operates a derivatives market outside Malaysia and is specified as a Specified Exchange under section 105 of the Act.

2.

Use of Market Data
  2.1 The Distributor hereby provides to the Subscriber a non-exclusive, non-assignable, non transferable licence to receive and use the Market Data for personal and non commercial use according to the terms as set out in this Agreement.
  2.2 The Subscriber will not permit any user or third party to sell, lease, distribute, furnish or otherwise permit or provide access to the Market Data.

3.

Proprietary Rights In The Market Data

  3.1 Subscriber acknowledges and agrees that Derivatives Exchange and its affiliates and/or the Specified Exchange have the exclusive and valuable property rights in and to the Market Data (or in the case of third party content providers who are licensing data through Derivatives Exchange and/or Specified Exchange, such third party content provider has exclusive and valuable property rights), that such Market Data constitute valuable confidential information, trade secrets and/or proprietary rights of the Derivatives Exchange and/or Specified Exchange, not within the public domain, that such Market Data shall remain valuable confidential information, trade secrets and/or proprietary rights of the Derivatives Exchange and/or Specified Exchange and that, but for the Agreement, Subscriber would have no rights or access to such Market Data. The Subscriber agrees and undertakes that during the term of this Agreement and thereafter, it shall keep confidential, and shall not without the prior written consent of Derivative Exchange and/or Specified Exchange disclose to any third party any confidential information including the Market Data.
  3.2 Subscriber acknowledges and agrees that disclosure of any Market Data, or any breach or threatened breach of any other covenants or agreements contained herein, would cause irreparable injury to the Derivative Exchange and/or Specified Exchange for which money damages would be an inadequate remedy. Accordingly, Subscriber further acknowledges and agrees that the Derivative Exchange and/or Specific Exchange shall be entitled to specific performance and injunctive and other equitable relief from the breach or threatened breach of any provision, requirement or covenant of this Agreement (including, without limitation, any disclosure or threatened disclosure of Market Data) in addition to and not in limitation of any other legal or equitable remedies which may be available.

4.

Receipt Of Market Data By Subscriber

  4.1 This Agreement sets forth the terms and conditions under which Subscriber may use the Market Data. Subscriber acknowledges that, notwithstanding any agreement, Derivatives Exchange and/or Specified Exchange or Distributor may, in its discretion, discontinue disseminating Market Data or change or eliminate its own transmission method, speed or signal characteristics. In addition, Subscriber acknowledges and agrees that the Distributor or Derivatives Exchange and/or Specified Exchange reserve the right to disapprove any Subscriber and to terminate any Subscriber’s receipt of Market Data with without assigning any reason whatsoever.
  4.2 (i) Except as provided in section 4.2 (iii) below, Subscriber will use Market Data only for its own internal business activities (internal business activities shall exclude subsidiaries and affiliates) and only at the offices and locations and on the Devices designated by Subscriber in writing to Distributor and Derivatives Exchange and/or Specified Exchange from time-to-time. (The term “for its own internal business activities”, as used in the immediately preceding sentence herein, means for Subscriber’s (a) trading, for its own account or for the account of its customers (b) evaluating, for its own internal business decisions or (c) provision of advice to its customers on movements or trends in markets for derivative instruments, subject to all of the limitations set forth below in this sub-section as to the telephonic disclosure to customers of a necessary and de minimis number of segments of Market Data.)
  4.2 (ii) Subscriber agrees that it will not communicate or otherwise furnish, or permit to be communicated or otherwise furnished, the Market Data, in any format, to any other party or any office or location other than that registered with RHBIB, nor allow any other party to take, directly or indirectly, any of the Market Data from such offices or locations, and will adopt and enforce any policy that is reasonable to prevent the Market Data from being taken therefrom. Subscriber specifically agrees, without limiting or varying its obligations under section 7 herein or otherwise set forth in the Agreement, that Subscriber shall not use or permit another person to use any Market Data for the purposes of (a) creating derived data products based upon or derived from the Market Data, (b) determining or arriving at any price, including any settlement prices, for derivatives contracts, options on derivatives contracts, or like derivatives instruments traded on any exchange other than the Exchange and (c) for any other derived works that will be disseminated, published or otherwise used externally. Subscriber will abide by any other limitations on such use that any of the Exchange may specify from time to time. Subscriber will use its best efforts to ensure that its partners, officers, directors, employees and agents maintain sole control and physical possession of, and sole access to, Market Data received through Devices in Subscriber’s possession.
  4.2 (iii) Notwithstanding sections 4.2 (i) and (ii) above, Subscriber may, in the regular course of its business, occasionally furnish, to each of its customers and branch offices, in a quantity restricted to that necessary to enable Subscriber to conduct its business, a de minimis number of segments of Market Data, provided that such Market Data does not include any OTC Market Data. Such redissemination must be strictly limited to telephonic communications not entailing the use of computerized voice synthesization or any other technology and must be strictly related to the trading activity of Subscriber or any such recipients. Any such recipients must be advised by Subscriber that such segments are proprietary and confidential information not to be disclosed or disseminated to other persons or entities. Subscriber agrees to make all reasonable efforts to ensure that such recipients abide by the provisions of the Agreement.
  4.2 (iv) Subscriber will use its best efforts to ensure that no unauthorized dissemination of the Market Data is permitted.

5.

Reporting

  5.1 Subscriber agrees to furnish promptly to Distributor, Derivatives Exchange and/or Specified Exchange and their respective affiliates or agents, any information , or reports(including but not limited to any questionnaire) that may be requested or required by Distributor or Derivatives Exchange and/or Specified Exchange from time to time.

6.

Right Of Inspection And Audit

  6.1 During regular business hours, any persons designated by the Distributor or Derivatives Exchange and/or Specified Exchange may have access to Subscriber’s offices or locations in order to observe the use of the Market Data and to review and inspect any Devices, attachments or apparatuses, as well as any books and records required to be maintained by Subscriber.
  6.2  Subscriber will make prompt adjustment (including interest thereon at the rate of 1½% per month), to compensate the Distributor and Derivatives Exchange and/or Specified Exchange if the audit discovers an under-reported use of the Market Data by Subscriber. In addition, at the election of any such Derivatives Exchange and/or Specified Exchange, Subscriber will be liable for the reasonable costs of any audit that reveals a discrepancy in such Derivatives Exchange and/or Specified Exchange’s favour of five percent (5%) or more of the amount of fees actually due such Derivatives Exchange and/or Specified Exchange.
  6.3 Subscriber shall maintain the records and books upon which it bases its reporting for seven (7) years following the period to which the records relate. In the event that Subscriber fails to retain such records and books as required above, Subscriber agrees to pay Derivatives Exchange and/or Specified Exchange the reasonable estimate of any discrepancy discovered pursuant to any such audit.

7.

Market Data Fees

  7.1 Subscriber will pay fees to the Distributor for the right to receive Market Data in accordance with the then current fees schedule. Market Data fees are subject to modification by Distributor at any time, without prior notice to Subscriber.
  7.2 The Distributor shall has the right to suspend the Subscriber from receiving the Market Data in the event the Subscriber fails to pay the fees within (to state the no of days) of issuance of the invoice.

8.

Covenants, Representations And Warranties Of Subscriber

  8.1 Subscriber covenants, represents and warrants that it is not engaged in the business of distributing Market Data or commercially exploit the Market Data in any manner whatsoever contrary to the intent and purpose of this Agreement.
  8.2 Subscriber agrees that it will not use or permit any other Person to use Market Data for any illegal purpose or engage in the operation of any unlawful business nor allow any other unauthorised or unlawful usage of the Market Data in contravention of any terms of this Agreement or any applicable laws, rules and regulations.
  8.3 Subscriber agrees that it will not use Market Data in any way to compete with the Distributor or Derivatives Exchange and/or Specified Exchange, nor use the Market Data in any way so as to assist or allow a third party to compete with the Distributor or Derivatives Exchange and/or Specified Exchange.
  8.4 Subscriber agrees not to use or allow any other person to use the Market Date to compile a stock index on the stock market or the derivatives market in any stock exchanges or derivatives market which would facilitate index based trading to be conducted by any market or person.
  8.5 Subscriber agrees that the provision of Market Data hereunder is conditioned upon Subscriber’s strict compliance with the terms of the Agreement and that the Distributor or Derivatives Exchange and/or Specified Exchange may, with or without notice and with or without cause, forthwith discontinue the said service whenever in its judgment there has been any default or breach by Subscriber of the provisions hereof.
  8.6 Subscriber further represents and warrants that (i) it has all necessary power and authority to accept the terms of the Agreement; (ii) the Agreement is legal, valid, binding and enforceable against Subscriber; (iii) neither the execution of, nor performance under the Agreement by Subscriber violates or will violate any law, rule, regulation or order, or any agreement, document or instrument, binding on or applicable to Subscriber or the Derivatives Exchange and/or Specified Exchange; and (iv) its access to and use of the Market Data will be in accordance with all applicable federal, state, and local laws, regulations, and treaties.
  8.7 Subscriber agrees that it shall not without the written consent of the Distributor, Derivatives Exchange and/or Specified Exchange authorise or allow any modifications to the Device by which the Market Data is transmitted to the Subscriber.

9.

Disclaimer Of Warranties

  9.1 The Market Data is provided, and subscriber agrees that the market data is provided, on an “as is,” “as available” basis without warranties of any kind. subscriber agrees that: Distributor and its affiliates; Derivatives Exchange and its affiliates and/or the Specified Exchange; and any of their respective members, directors, officers, employees or agents, and any licensor to Derivatives Exchange and/or Specified Exchange, do not make any representations or warranties, express or implied, with respect to the market data or the transmission, timeliness, accuracy or completeness thereof, including, without limitation, any implied warranties or any warranties of merchantability, quality or fitness for a particular purpose or use or non- infringement, and those arising by statute or otherwise in law or from any course of dealing or usage of trade.

10.

Limitations Of Liability And Damages

  10.1 The Subscriber agrees that: Distributor and its affiliates, Derivatives Exchange/and or Specified Exchange and its affiliates; and their respective members, directors, officers, employees or agents and any licensor to Derivatives Exchange and/or the Specified Exchange:
   
(i) do not guarantee the sequence, accuracy or completeness of the market data, nor shall any of them be liable to subscriber or any other person for any delays, inaccuracies, errors or omissions in market data, or in the transmission thereof, or for any other damages arising in connection with Subscriber’s receipt or use of Market Data, whether or not resulting from negligence on their part, a force majeure event or any other cause.
(ii) shall not be liable to Subscriber or any other person or entity for any loss, liability or other damage, direct, indirect or consequential, arising out of or relating to the Agreement and the Market Data thereunder, including but not limited to:
  1. any inaccuracy or incompleteness in, or delays, interruptions, errors or omissions in the delivery of, the site or the market data; or
  2. any decision made or action taken or not taken by subscriber, its customers or any other entities or any of their respective affiliates, directors, officers, employees or agents.
  3. loss of business revenues, lost profits or any punitive, indirect, consequential, special or similar damages whatsoever, whether in contract, tort or otherwise, even if advised of the possibility of such damages.
(iii) Any defect in or abuse or misuse or failure of operation or performance or breakdown of such equipment of any part(s) of such equipment at any time during the term of this Agreement.
  10.2 Subscriber expressly acknowledges that Distributor, Derivatives Exchange and/or the Specified Exchange and its affiliates do not make any warranties, express or implied, to Subscriber or any third party with respect to this Agreement and the Market Data, including, without limitation: (i) any warranties with respect to the timeliness, sequence, accuracy, completeness, correctness, merchantability, quality or fitness for a particular purpose of the market data or (ii) any warranties as to the results to be obtained by Subscriber or any third party in connection with the use of the market data.
  10.3 if the foregoing disclaimer and waiver of liability, or any part thereof, should be deemed invalid or ineffective, the cumulative liability of Distributor, Derivatives Exchange and/or Specified Exchange, and their respective affiliates, directors, officers, members, employees and agents shall not exceed the actual amount of loss or damage, or the sum of fifty Ringgit (MYR50.00), whichever is less.

11.

Term And Termination

  11.1 This Agreement will commence as of the earlier of the date Subscriber first has access to the Market Data (“Effective Date”). Subject to Subscriber’s strict compliance with the provisions of the Agreement, the provision of Market Data by the Distributor hereunder will continue in force for a period of one (1) month from the Effective Date (the “Initial Term”), and shall automatically renew at the end of such Initial Term for one month and automatically thereafter on a month-to-month basis (such ongoing renewals, the “Renewal Terms”), provided, however, that either Party may terminate this Agreement by providing at least ten (10) days’ prior electronic or written notice that it declines such automatic renewal.
  11.2 Distributor and Derivatives Exchange and/or Specified Exchange may from time to time modify and amend the terms of the Agreement with or without notice and Subscriber agrees to be bound by such terms. Subscriber may terminate the Agreement upon ten (10) days’ electronic or written notice upon such modification or amendment. The Subscriber is deemed to accept and bound the amended terms by continuing to access or use the Market Data.
  11.3 11.3 Upon any termination of the Agreement, Subscriber shall discontinue any use of the Market Data, and delete any and all Market Data received under the Agreement, including without limitation any stored historical Market Data.

12.

Survival

  12.1 The provisions on confidentiality, proprietary rights, undertakings and indemnities shall survive any termination or expiration of this Agreement.

13.

Indemnification
  13.1 The Subscriber will indemnify, defend and hold the Distributor and Derivatives Exchange and/or Specified Exchange, and their respective affiliates, directors, officers, employees and agents harmless from and against any and all claims arising out of or in connection with this Agreement, including, without limitation, any liability, loss or damages (including, without limitation, attorneys’ fees and other expenses) resulting from;
   
(i) Any breach by the Subscriber of its obligations under this Agreement
(ii) Any reliance by any third party on the Market Data obtained through or from the Subscriber’s utilisation of the Market Data
(iii) Any defect in or abuse or misuse or failure of operation or performance or breakdown of such equipment of any part(s) of such equipment at any time during the term of this Agreement.

14.

Miscellaneous

  14.1 This Agreement is governed by the laws of Malaysia and Parties submit to the non exclusive jurisdiction of the Courts o Malaysia.
  14.2 Subscriber may not assign all or any part of the Agreement without the prior written consent of the Distributor.
  14.3 Subscriber may not modify or amend the terms of this Agreement.
  14.4 In the event of any conflict between the terms and conditions of this Agreement and any other agreement relating to Subscriber’s receipt and use of Market Data, the terms and conditions of this Agreement will prevail.
  14.5 If, for any reason, one or more provisions of the Agreement or part thereof is held invalid, unenforceable, the other provisions of the Agreement, or parts thereof, shall remain in full force and effect.
  14.6 Subscriber hereby consents to the use by the Distributor and its affiliates of the personal information regarding the Subscriber to fulfil regulatory obligations, for commercial, business and marketing purposes. The Subscriber further consents that the Distributor and its affiliates may disclose the following information including but not limited to personal information, detailed transaction data, position data, investigative materials and financial source documents for ;
   
(i) any purposes as permitted by law;
(ii) as required or requested by regulatory authority,
(iii) pursuant to a court order, subpoena or equivalent legal instrument.
  14.7 The Distributor and Subscriber acknowledge and agree that Derivatives Exchange and/or Specified Exchange is an intended third party beneficiary to the Agreement, and that Derivatives Exchange and/or Specified Exchange may enforce all of the terms hereunder.