ADDENDUM TO MARKET DATA SUBSCRIPTION AGREEMENT FOR
WEB ACCESS LICENSES FOR OTC MARKETS COMPANY DATA FILE, OTC MARKETS
COMPLIANCE DATA FILE, OTC MARKETS SECURITY DATA FILE, OTC MARKETS OTC QUOTE
HISTORY DATA FILE, AND OTC MARKETS UNSOLICITED QUOTE SECURITY FILE
THIS ADDENDUM, dated as of the date executed by OTC MARKETS GROUP INC., a Delaware
corporation with an office located at 304 Hudson Street, 2 nd Floor, New York, NY 10013 (“OTC Markets
Group”), modifies and amends the Market Data Subscription Agreement (the “Subscription Agreement,”
and together with all attachments, addenda, cover sheets, amendments, exhibits, schedules, and other
materials referenced therein, including but not limited to the Market Data Policies, as any of these items
may be added to, deleted from or amended from time-to-time, collectively, the “Agreement”), which is part
of the Agreement by and between OTC Markets Group and the Subscriber, as identified below, and
terminates and supersedes any and all prior Web Access Addendums to the Subscription Agreement, as
follows:
1. Definitions. The terms used, but not otherwise defined herein, shall have the meanings assigned to
them in the Subscription Agreement.
a. “OTC Markets Company Data File” shall mean a data file consisting of certain company
Information made available for download every Friday on a secured FTP interface or secured
website interface, provided, however, that the Information included in such data file shall not contain
any other Information except the Information set forth in the OTC Markets Company Data File
Specification.
b. “OTC Markets Company Data File Specification” shall mean the company data file specification
document made available to Subscriber by OTC Markets Group at www.otcmarkets.com, or
another website accessible by and made known to Subscriber, as may be amended from time-totime .
c.
“OTC Markets Compliance Data File” shall mean a data file consisting of certain quote, trade
and security Information made available for download on every trading day on a secured FTP
interface or secured website interface, provided, however, that such data file shall not contain any
other Information except the Information set forth in the OTC Markets Compliance Data File
Specification.
d. “OTC Markets Compliance Data File Specification” shall mean the compliance data file
specification document made available to Subscriber by OTC Markets Group at
www.otcmarkets.com, or another website accessible by and made known to Subscriber, as may
be amended from time-to-time.
e. “OTC Markets Group Website” shall mean a website owned and operated by OTC Markets
Group and specified in the OTC Markets Company Data File Specification, OTC Markets
Compliance Data File, OTC Markets Security Data File Specification, OTC Markets OTC Quote
History Data File, OTC Markets Unsolicited Quote Security File, or as communicated by OTC
Markets Group to Subscriber, in writing, as applicable, on which Subscriber may download the Web
Access Information through a secured FTP interface or secured website interface.
f.
“OTC Markets OTC Quote History Data File” shall mean a data file consisting of a daily history
of all bid and offer prices, including Inside Market Quotes, for OTC Equity Securities (within the
meaning of Rule 6610 of the Financial Industry Regulatory Authority, Inc. (“FINRA”)) quoted on
OTC Link, made available for download daily on a secured FTP interface or secured website
interface, provided, however, that such file shall not contain any other information except the
Information set forth in the OTC Markets Group OTC Quote History Data File Specification.
g. “OTC Markets OTC Quote History Data File Specification” shall mean the OTC quote history
data file specification document made available to Subscriber by OTC Markets Group at
OTC Markets Group Inc.
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www.otcmarkets.com, or another website accessible by and made known to Subscriber, as may
be amended from time-to-time.
h. “OTC Markets Security Data File” shall mean a data file consisting of certain trade and security
Information made available for download on every trading day on a secured FTP interface or
secured website interface, provided, however, that such data file shall not contain any other
Information except the Information set forth in the OTC Markets Group Security Data File
Specification.
i.
“OTC Markets Security Data File Specification” shall mean the security data file specification
document supplied to Subscriber by OTC Markets Group at www.otcmarkets.com, or another
website accessible by and made known to Subscriber, as may be amended from time-to-time.
j.
“OTC Markets Unsolicited Quote Security File” shall mean a data file consisting of unsolicited
quote and piggyback eligibility status Information for all applicable OTC Equity Securities quoted
on OTC Link, made available for download on every trading day on a secured FTP interface or
secured website interface; provided, however, that such file shall not contain any other information
except the Information set forth in the OTC Markets Group Unsolicited Quote Security File
Specification.
k.
“OTC Markets Unsolicited Quote Security File Specification” shall mean the unsolicited quote
security file specification document made available to Subscriber by OTC Markets Group at
www.otcmarkets.com, or another website accessible by and made known to Subscriber, as may
be amended from time-to-time.
l.
“OTC Markets Web Access License for Company Data File” shall mean a license to use
Information consisting of the OTC Markets Company Data File on Subscriber’s Internal
Applications.
m. “OTC Markets Web Access License for Compliance Data File” shall mean a license to use
Information consisting of OTC Markets Compliance Data File on Subscriber’s Internal Applications.
n. “OTC Markets Web Access License for OTC Quote History Data File” shall mean a license to
use Information consisting of the OTC Markets Group OTC Quote History Data File on Subscriber’s
Internal Applications.
o. “OTC Markets Web Access License for Security Data File” shall mean a license to use
Information consisting of the OTC Markets Group Security Data File on Subscriber’s Internal
Applications.
p. “OTC Markets Web Access License for Unsolicited Quote Security File” shall mean a license
to use Information consisting of the OTC Markets Group Unsolicited Quote Security File on
Subscriber’s Internal Applications.
q. “Security Administrator” shall mean a security contact person designated by Subscriber to OTC
Markets Group in writing pursuant to Section 4(a) herein.
r.
“Security Device” shall mean any passwords, User identification numbers, certificates or other
form(s) of authentication or security used in connection with the Service, including, but not limited
to third party software.
s.
“Service” shall mean the service provided by OTC Markets Group that enables a Subscriber to
receive Web Access Information from an OTC Markets Group Website.
OTC Markets Group Inc.
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t.
“Web Access Information” shall mean the OTC Markets Company Data File, OTC Markets
Compliance Data File, OTC Markets OTC Quote History Data File, OTC Markets Security Data
File, or OTC Markets Unsolicited Quote Security File, as applicable.
2. Agreement to Provide Service. Subject to the terms and conditions in the Agreement, including but
not limited to Sections 2 and 3 of the Subscription Agreement, OTC Markets Group shall provide the Service
to the Subscriber.
3. Changes to Service. OTC Markets Group, in its sole and absolute discretion, may from time-to-time
make changes to (i) the Service, or any aspect thereof; or (ii) the specifications and computer system used
to provide the Service, including but not limited to, the OTC Markets Company Data File Specification, OTC
Markets Compliance Data File Specification, OTC Markets Security Data File Specification, OTC Markets
OTC Quote History Data File Specification or OTC Markets Unsolicited Quote Security File Specification,
as applicable, and the display and format of the OTC Markets Group Website. Except for changes in
content, OTC Markets Group shall undertake reasonable efforts to notify Subscriber of any material
changes to the Service prior to implementing the changes. The use of the Service or the Web Access
Information after any changes shall constitute acceptance of the change.
4. Subscriber Obligations
a. Subscriber shall designate to OTC Markets Group in writing at least one Security Administrator,
along with a clear explanation of the scope of such person’s authority related to the Service,
provided, that OTC Markets Group may request clarification of such explanation or object to a
Security Administrator for any reason.
b. The responsibilities of the Security Administrator are set forth in “Security Administrator
Responsibilities” section of the “Web Access Appendix,” attached hereto. Subscriber represents
and warrants that it has the power and authority to cause each Security Administrator, and shall
cause each Security Administrator, to comply with the Security Administrator Responsibilities.
Subscriber shall be responsible under regulation, contract, tort or otherwise, for all actions or
omissions of a Security Administrator (including those that were to have been performed by a
Security Administrator had one been named or available at the time).
c.
The responsibilities of a User are set forth in the “User Requirements” section of the Web Access
Appendix. Subscriber represents and warrants that it has the power and authority to cause each
User, and shall cause each User, to comply with the User Requirements. Subscriber shall be
responsible under regulation, contract, tort or otherwise, for all actions or omissions of a User
(including those that were to have been performed by a User had one been named or available at
the time).
d. Subscriber shall not reverse engineer, decode, decompile, attempt to tamper with, evade, discover
the method of operations or defeat any Security Device provided for use with the Service. If
applicable law authorizes Subscriber to perform certain types of reverse engineering or the like and
declares unenforceable contractual restrictions that conflict with that law, then Subscriber may
perform only such reverse engineering or the like as is expressly allowed by, and in strict
compliance with, such law.
e. Subscriber shall comply, at its own expense, with all reasonable security specifications or
instructions of OTC Markets Group in order to prevent the Service from being improperly used or
accessed or the Web Access Information from being improperly taken from any User’s place of
business or residence.
f.
In the event that Subscriber knows or discovers weaknesses in or about any particular breach of
any Security Device provided for use with the Service to the extent such information is not generally
known to the public, Subscriber shall immediately notify OTC Markets Group.
OTC Markets Group Inc.
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5. Virus Notification/Assumption of Risks. Subscriber acknowledges that it is possible to contract a
virus or similar “disease” by using the Internet or material downloaded from it. Websites are inherently not
as secure or as reliable an environment as computers connected by dedicated lines and have been in the
past vulnerable to attack by hackers and third parties. Subscriber should obtain, use, and update viruschecking software routinely when Subscriber is using information or data obtained from the Internet. OTC
Markets Group makes no representation or warranty and cannot assure Subscriber that the Service will be
virus - or problem-free. By using the Service, Subscriber is assuming the risk of any unavailability,
interruption, delay, incompleteness, or inaccuracy of the Service.
6. Pricing. During the term of the Agreement, Subscriber shall remit to OTC Markets Group the amounts
set forth in Appendix A to the Subscription Agreement with respect to the use of the OTC Markets Web
Access License for Company Data File, OTC Markets Web Access License for OTC Markets Compliance
Data File, OTC Markets Web Access License for Security Data File, OTC Markets Web Access License for
OTC Quote History Data File or OTC Markets Web Access License for Unsolicited Quote Security File, as
applicable.
7. Miscellaneous. This Addendum modifies and amends the Agreement with respect to the subject
matter hereof and is hereby made a part of the Agreement. Except to the extent this Addendum expressly
and specifically modifies and amends the terms and conditions of the Agreement, the terms and the
conditions of the Agreement remain applicable in their entirety, and this Addendum shall not otherwise limit
or reduce Subscriber’s duties, obligations, or responsibilities under the Agreement. In the event of any
claim of conflict between the terms and conditions of this Addendum and the terms and conditions of any
other part of the Agreement, the interpretation given to such terms and conditions in the Subscription
Agreement shall control the meaning thereof.
OTC Markets Group Inc.
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IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be executed by their
duly authorized officers.
OTC Markets Group Inc.
By:
Name: Matthew Fuchs
Title: Executive Vice President
Subscriber
By:
Name:
Title:
Date of Execution by OTC Markets Group Inc.:
OTC Markets Group Inc.
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APPENDIX TO THE ADDENDUM FOR
WEB ACCESS LICENSES FOR OTC MARKETS COMPANY DATA FILE,
OTC MARKETS COMPLIANCE DATA FILE, OTC MARKETS SECURITY DATA FILE,
OTC MARKETS OTC QUOTE HISTORY DATA FILE AND OTC MARKETS UNSOLICITED QUOTE
SECURITY FILE
1. User Requirements. A User shall:
a. Not share, lend, sell, transfer or otherwise allow a Security Device to be used by any
other person;
b. Change passwords or perform other actions that are necessary to prevent comprise of
and to keep the Security Device operating correctly; and
c.
Not access any portion of the Service or any portion of the Services that utilizes the
Security Device after the User is no longer eligible for access for any reason, including
but not limited to a change in User’s role or responsibility, change in the User’s employer
or that the User otherwise does not meet the then current requirements of the Service or
any portion of the Service.
2. Security Administrator Responsibility. Each Security Administrator shall:
a. Give all notices to OTC Markets Group via phone by calling Market Data Services
212.220.2166 and via email to [email protected] and obtain an OTC Markets
Group generated receipt for such email, which the Security Administrator shall retain for a
period of six (6) months;
b. Notify OTC Markets Group within one (1) Business Day in the event that a User is (i)
assigned a Security Device, (ii) has their Security Device revoked, or (iii) is no longer
eligible to receive the Service;
c.
Assign only one unique Security Device per eligible User; and
d. Receive and secure all pin numbers needed for each certificate downloaded.
OTC Markets Group Inc.
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