Trading Agent Data — Order Form

Order reference: ____________ Date: ____________ Quote valid until: ____________

1. Parties

2. What is ordered

3. Fees, payment and tax

List prices at the date of this Version, before tax: Commercial US$249 a month (or the annual price quoted); Redistribution US$9,900 a year, billed annually in advance, with no monthly billing; OEM from US$2,500 a month; Snapshots: Academic US$1,500, Single market US$2,500, All markets US$7,500 (Internal Use), All markets with redistribution US$29,500.

4. Licence documents

This Order Form incorporates the following documents, in the fixed Versions stated. They apply in the order of precedence in clause 3.1 of the Data Terms (this Order Form, the Schedule, the Source Conditions Schedule, the Data Terms), subject always to clauses 3.3 to 3.5 of the Data Terms and the clauses that clause 3.4 lists, which nothing in this Order Form, including a special term, overrides.

5. Special terms

None, unless written here. Each special term must name the clause it changes (Data Terms clause 3.4).

No special term may remove or shorten a Source Register's Attribution Notice (Data Terms clause 8.4), displace Data Terms clause 7.6 (Upstream changes), restrict rights under an open licence (Data Terms clause 7.4; Source Conditions Schedule clause 3.8), sublicense New Zealand Charities Register data (Data Terms clause 5.1), change Data Terms clause 30.1 for Redistribution, All markets with redistribution or an OEM Agreement, limit Data Terms clause 17.1, or displace Data Terms clause 19 (Data Terms clause 3.4).

☐ Public institution: clause 30.3 of the Data Terms does not apply; the New Zealand courts have non-exclusive jurisdiction over any dispute (this special term changes Data Terms clauses 30.3 and 30.5).

☐ Public body that cannot by law give an indemnity, holding Redistribution, All markets with redistribution or an OEM Agreement: clause 18.4(a) to (c) of the Data Terms applies to this Licence (this special term changes Data Terms clause 18.4).

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6. Declarations

6.1 Purchase-order terms excluded. Any terms in or referred to by the Licensee's purchase order, supplier portal, vendor registration, procurement system or similar document do not form part of this agreement and have no effect, even if WU Capital Limited signs, acknowledges or performs against that document, unless adopted by name in section 5. Any later amendment must meet clause 27.6 of the Data Terms.

6.2 Entire agreement. This Order Form and the documents in section 4 are the entire agreement about the Data. The Licensee confirms whether clause 19.2(i) and (ii) of the Data Terms are true of it (it is in trade, and acquires the Licence in trade): ☐ yes ☐ no. If they are, the parties agree to contract out of the Consumer Guarantees Act 1993 and of sections 9, 12A, 13 and 14(1) of the Fair Trading Act 1986 as clause 19.2 of the Data Terms states, clause 31.2 of the Data Terms applies, and the parties agree this is fair and reasonable because, among the reasons in clause 19.2(c) of the Data Terms, the Licensee could negotiate this Order Form, including special terms under section 5. If they are not (for example, an institution that acquires an Academic Snapshot otherwise than in trade), clauses 19.2 and 31.2 of the Data Terms do not apply.

6.3 Sanctions. The Licensee makes the representation in clause 23.1 of the Data Terms.

6.4 Delivery. Nothing is delivered until both parties have signed and, for a Snapshot, Redistribution, All markets with redistribution or an OEM Agreement, until the first payment is received, unless section 3 says otherwise (Data Terms clause 14.3).

6.5 Signatures. Electronic signatures are accepted (Data Terms clause 31.7). Each signatory confirms that they are authorised to sign for their party.

6.6 Academic Snapshots. The Licensee confirms that the Data will be used only for non-commercial research by the persons in Snapshot Schedule clause 6.1 for the researcher or department named in section 2 (and for any teaching added in section 2), and that no sponsor will receive Data or Derived Data.

6.7 Account terms excluded. Any account that the Licensee or its Authorised Users create or use to receive, download or manage Data or keys under this Order Form is used only under the documents in section 4. The Terms of Service at https://www.tradingagentapp.com/terms, and any other click-through or website terms shown when creating or using that account, do not apply to the Licensee, its Authorised Users or that account. No individual who accepts them for the Licensee is bound by them personally.

6.8 Onward supply (Redistribution, All markets with redistribution, and OEM). The Licensee acquires this Licence to resupply Data in trade (Data Terms clause 19.7). It confirms that it has read clauses 7.6, 7.8, 11.10, 16.5, 18.1, 23.5, 25.4 and 26.3 of the Data Terms, which set its duties to pass on source notices, conditions, deletions and upstream changes to the people it supplies, and that it will bind them as those clauses and its Schedule require before supplying them.

6.9 OEM Agreements. The Licensee confirms that it was offered the chance to negotiate this Order Form and the OEM Schedule, including special terms under section 5, before signing, and that it has screened, and will keep screening, its Customers as OEM Schedule clause 9.1 requires.

7. Signatures