1.    Scope and Effectiveness. These Website Access Terms and Conditions, as amended from time to time (the “Terms and Conditions”), govern the use by you, being the legal entity seeking to access or use a Report or report data information through one or more authorized individuals (“you”), of, and your access to, any proprietary reports and information that Burton-Taylor International Consulting, a division of TP ICAP Americas Holdings Inc. (“B-T” or “we”) and/or any of its affiliates may make available to you. 

2. Term. These Terms and Conditions will take effect on the date that the applicable Burton-Taylor Report Form is executed by an authorized representative (the “Effective Date”). 

3. Use of the Reports. (a) We grant you a professional, limited, non-exclusive, revocable, non-transferable and non-sublicenseable license to use the Reports pursuant to these Terms and Conditions. (b) We are providing the Reports to you only for your internal business use. You may not distribute, sell, lease, assign or provide, directly or indirectly, the Reports, or any portion thereof, to any third party except as expressly permitted by these Terms and Conditions. You acknowledge that all proprietary rights in the Reports are owned by us, and are protected under copyright, trademark and other intellectual property laws and other applicable law. You receive no copyright, intellectual property rights or other rights in or to the Reports. If you become aware of any violation of our proprietary rights in the Reports, you will notify us immediately in writing. (c) Unless as set forth on the applicable Burton-Taylor Report Form, you agree not to use the Reports to create derivative works of any kind. (d) You agree that we are not responsible or liable if any data or information contained in the Reports is inaccurate or incomplete in any respect and that we are not responsible or liable for any actions that you take or do not take based on such data or information. (e) You will use the Reports solely for your internal use and not in any way that is inconsistent with these Terms and Conditions. (f) You are bound by, and will comply with, the various legends, disclaimers, terms and conditions and restrictions, if any, displayed on or linked to the Reports. 

4. Fees and Costs. You are responsible for all fees, taxes, costs and expenses associated with your access to and use of the Reports as listed on the Burton-Taylor Report Order Form. You agree to pay all applicable fees as set forth on the Burton-Taylor Report Order Form within 30 days of receipt of the Report. 

5. Representations and Warranties. (a) You represent and warrant to us that (i) you have read and understood the Terms and Conditions; (ii) your use of the Reports will comply with applicable law (which includes, without limitation, these Terms and Conditions) and any agreement between you and us, as may be amended from time to time; (iii) you have all consents, rights, authority, and have taken all actions necessary, to use the Reports. (b) We represent to you that we have all rights, authority and licenses to provide the Reports to you, as set forth herein. (c) Except as set forth in Paragraph 5(b), we make no warranty, express or implied, to you concerning the Reports or related data information that we may provide to you. You expressly acknowledge and agree that we have made no recommendation with respect to the Reports and that we provide the Reports on an “as is” basis. We expressly disclaim any implied warranties of merchantability or fitness for a particular purpose, including any warranty for the use or the results of the use of the Reports with respect to their correctness, quality, accuracy, completeness, reliability, performance, timeliness, continued availability or otherwise. We are not responsible for maintaining the Reports or for supplying any corrections, updates or releases concerning the Reports. 

6. Limitation of Liability; Indemnity. (a) We and our affiliated entities and our and their directors, partners, officers, affiliates, employees and agents (collectively, our “Related Parties”) have no liability, contingent or otherwise, to you or to third parties, for the correctness, quality, accuracy, security, completeness, reliability, performance, timeliness, pricing or continued availability of the Reports or for delays or omissions in the Reports. We are not liable for any special, indirect, incidental or consequential damages which you may incur or experience because you agreed to be bound by these Terms and Conditions or relied on or used the Reports, even if we know of the possibility of those damages. We are not responsible for informing you of any difficulties we or other third parties experience concerning use of the Reports. We also have no duty or obligation to verify, correct, complete or update any information contained in the Reports. You are solely responsible for any losses, damages or costs resulting from your reliance on any data or information that we may provide in connection with your use of the Reports. (b) You will indemnify, protect and hold harmless us and our Related Parties from and against any and all losses, liabilities, judgments, suits, actions, proceedings, claims, damages, costs (including attorney’s fees) (collectively, “Losses”) resulting from or arising out of the use of the Reports by you or your directors, partners, officers, affiliates, employees or agents, except to the extent such Losses are due to our gross negligence or willful misconduct. (e) You agree that our liability and the collective liability of our Related Parties arising out of any kind of legal claim (whether in contract, tort, or otherwise) or in any way connected to your use of the Reports will not exceed the amount of the fees we received on the specific transaction giving rise to such legal claim. 

7. No Promotion. Without our prior written consent, you will not use our name, or the name of any of our or our Related Parties, or any trade name, trademark, trade device, service mark, symbol or any abbreviation, contraction or simulation in advertising, publicity, or otherwise. We reserve the right to use your name in our reports and marketing materials unless you specifically advise us in writing that we may not do so. 

8. Amendments. We reserve the right to modify or amend these Terms and Conditions from time to time without notice to you, and your continued use of the Reports after any such modifications or amendments have been made by us shall constitute your acceptance of such modifications or amendments. 

9. Governing Law. These Terms and Conditions will be governed by the laws of the State of New York, without giving effect to principles of conflicts of law. Further, the parties agree that any suit, action or proceeding arising out of or relating to these Terms and Conditions shall be brought in any federal or state court of competent jurisdiction in New York, including the United States District Court for the Southern District of New York. 

10. Survival. Each party’s continuing obligations under these Terms and Conditions, including those relating to “Limitation of Liability; Indemnity”, will survive the termination of these Terms and Conditions.