1. Scope
1.1.
References to “we”, “us” our “our” are references to your B2C2 counterparty under the relevant trading agreement (“B2C2”), and references to “you”, “your” or “yours” are reference to the client or counterparty of B2C2 which has been provided access to the OTC Platform by B2C2.
1.2.
These Electronic Trading Terms of Use (the "Terms") govern your access to and use of B2C2’s Application Programming Interface ("API") and website ("Website"), our OTC trading platform and the electronic transactional services made available through the OTC trading platform (the "OTC Platform").
1.3.
You shall ensure that your employees, agents and independent contractors you have authorised to use the OTC Platform on your behalf ("Authorised Users") have read, understand and comply with these Terms and you shall be responsible for any Authorised User's breach of these Terms.
1.4.
If you are accepted as a client or counterparty and are given an electronic trading account, otherwise referred to as the “Account”, B2C2 may provide you or your Authorised Users with login credentials which can be used to access the OTC Platform. You are responsible for keeping your details relating to the Account (including any passwords) secure. You acknowledge and agree that B2C2 has no duty or obligation to verify or confirm the actual identity of the person who accesses the Account using a validly issued credentials or that the person who accesses the OTC Platform or the Website using such validly issued credentials is, in fact, an Authorised User.
1.5.
The rights provided under these Terms are granted by B2C2 to you only and shall not be considered granted by B2C2 to any subsidiary or holding company of yours.
2. Your obligations
2.1.
Except as may be allowed by any applicable law which is incapable of exclusion by agreement between you and us and except to the extent expressly permitted under these Terms, you shall not, and shall procure that your Authorised Users shall not:
(a)
access the OTC Platform through automated means except via our API;
(b)
develop applications using the OTC Platform, Website or API without our written consent;
(c)
do anything that could overburden or impair the functionality of, or put undue strain on the OTC Platform, Website or API, including through denial of service, distributed denial of service or other attack;
(d)
breach nor permit any third party to breach or attempt to breach any security measures used in connection with the OTC Platform, Website or API;
(e)
attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, transmit, or distribute all or any portion of the API, the Website and/or the OTC Platform (as applicable) in any form or media or by any means;
(f)
attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the OTC Platform, the Website or the API;
(g)
access all or any part of the Website, API and/or OTC Platform in order to build a product or service which competes with the Website and/or OTC Platform;
(h)
license, sell, rent, lease, transfer, assign, distribute, disclose, or otherwise commercially exploit or make the API and/or OTC Platform available to any third party; or
(i)
attempt to obtain, or assist third parties in obtaining, access to the Website and/or OTC Platform, other than as provided under these Terms.
2.2.
You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Website, API and/or the OTC Platform through your Account and, in the event of any such unauthorised access or use, promptly notify us.
2.3.
You acknowledge and agree that the OTC Platform, Website, or API (fully or in part) may be suspended temporarily, or access may be restricted or suspended or limited for the purposes of maintenance or repair without notice and we make no warranty that the OTC Platform, Website or API will be fully available.
2.4.
We may at any time suspend or cease to provide you and/or your Authorised Users with access to the whole or any part of the OTC Platform, Website and/or API or revoke the Account, and/or terminate these Terms for any reason, including your breach of this paragraph 2 or any term of any trading agreement between you and B2C2. We retain complete discretion and authority to add, delete, modify, or revise in whole or in part of the Website, API and/or OTC Platform.
3. Licence to use the OTC Platform, Website and API
Subject to these Terms, we grant you a non-exclusive, non-transferable, personal licence during the term of these Terms to use, and to allow your Authorised Users to use, (but not modify) the OTC Platform, Website and/or API on your own account as principal. All rights not expressly granted herein are reserved by us. You acknowledge and agree that all intellectual property rights in and to the OTC Platform, Website and/or API, as applicable, including any trademarks, belong to us or our licensors and are protected by law.
4. Limitation of liability
The OTC Platform, Website and API are provided on an “as is” and “as available” basis without any representation or warranty, whether express, implied or statutory. We specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. We do not make any representations or warranties that access to any part of the service, or any of the materials contained therein, will be continuous, uninterrupted, timely, error-free, secure, or free of viruses, worms, Trojan horses or other code with contaminating or destructive properties. Operation of the OTC Platform, Website or API may be interfered with by numerous factors outside of our control. We make no representations or warranties concerning the real or perceived value of any quoted currency. Further, we make no representation or warranties as to the quality, suitability, usefulness, accuracy, or completeness of the OTC Platform or any materials contained therein or otherwise made available on or via the OTC Platform, Website or the API.
5. Risks related to electronic trading
Undertaking trades on an electronic trading system will expose you to the technical risks associated with the particular trading system, including the failure of software, hardware or connectivity issues. Neither we nor any of our affiliates shall be responsible for or have any liability to you or your Authorised Users for such failures or any related losses.
6. Consent to electronic communications
6.1.
We may provide certain disclosures, notices and other communications (including, without limitation, agreements, variations and updates to such agreements, trade confirmations, statements and trade history and other documents, notices and disclosures that we provide in connection with the OTC Platform) (collectively "Communications") to you in written form. You hereby consent to receive those Communications in electronic form. Your use of the OTC Platform confirms your ability and consent to receive such Communications electronically, rather than in paper form.
6.2.
Electronic Communications shall be deemed to be received by you upon delivery in the following manner:
(a)
posting them on the Website;
(b)
sending them via electronic mail to the email address registered with your Account; or
(c)
otherwise communicating them to you via the OTC Platform.
6.3.
It is your responsibility to keep contact details registered with us up to date so that we can communicate with you electronically. You understand and agree that if we send you an electronic Communication but you do not receive it because your details with us are incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, we will be deemed to have provided the Communication to you.
7. Amendments
We may amend and/or update these Terms from time to time by uploading revised Terms on B2C2’s Website or the OTC Platform and the revised Terms will apply immediately thereafter with respect to your ongoing access and use of the API, Website and OTC Platform. We may provide you with notice of any revised Terms. However, failure to provide any notice or your failure to receive any notice will not affect the validity and enforceability of the revised Terms.
8. Governing Law
These Terms shall be governed by and construed in accordance with the laws of England and Wales, provided that if your B2C2 counterparty is domiciled in the United States, these Terms shall be governed by and construed in accordance with the laws of the State of New York.
The courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms, provided that if your B2C2 counterparty is domiciled in the United States, the courts of the State of New York and the United States District Court located in the Borough of Manhattan in New York City shall have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms.
