RSS FEED ADDENDUM TO
MARKET DATA DISTRIBUTION AGREEMENT
THIS ADDENDUM, dated as of the date executed by OTC MARKETS GROUP INC., a Delaware corporation with an office located at 304 Hudson Street, 2nd Floor, New York, NY 10013 (“OTC Markets Group”), modifies and amends Appendix B of the Market Data Distribution Agreement (the “Distribution 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 Distributor, as identified below, and terminates and supersedes any and all prior RSS Feed Addendums to the Distribution Agreement, as follows:
1. Definitions. The terms used, but not otherwise defined herein, shall have the meanings assigned to them in the Distribution Agreement.
(a)“OTC MarketsRSS Feed” shall mean XML-based format for the distribution and aggregation ofcertain informationprovided by OTC Markets Group free of charge, provided, however, that such file shall not contain any other information except the Information set forth in the OTC Markets RSS Feed File Specification.
(b)“OTC Markets RSS Feed Company Financial Information” shall mean Information posted on the OTC Disclosure and News Service consisting of financial reports, displaying the issuer’s name and symbol, report type, period end date, publication date, description of the financial report, and a link to the full financial report on the applicable OTC Markets Group webpage; provided, however that the OTC Markets RSS Feed Company Financial Information shall not contain any other Information.
(c)“OTC Markets RSS Feed File Specification” shall mean the RSS feed file specification document made available toDistributor by OTC Markets Group at or another website accessible by and made known to Distributor, as may be amended from time-to-time.
2. License to use the OTC MarketsRSS Feed. OTC Markets Group hereby grants to Distributor a non-exclusive, non-assignable, and non-transferable license to receive the OTC Markets RSS Feed and include the OTC MarketsRSS Feed Company Financial Informationin the Distributor’s own applications or services, provided, however, that
(a)Distributor shall not use the OTC MarketsRSS Feed for any use except its non-commercial use and notwithstanding Section 6(b) of the Distribution Agreement, Distributor shall not charge fees or issue any license for use of the OTC Markets RSS Feed or any of the OTC Markets RSS Feed Company Financial Information;
(b)Distributor shall not (i) edit or modify the Information, text, content, links or any other data in the OTC Markets RSS Feed Company Financial Information or (ii) use the OTC Markets RSS Feed Company Financial Information except in the form provided in the OTC Markets RSS Feed.
(c)Distributor shall not (i) use the OTC MarketsRSS Feed with any platform other than a platform from which a functional link is made available that, when accessed, takes the viewer directly to the display of the full financial report on the applicable OTC Markets Group webpage; (ii) display the OTC Markets RSS Feed Company Financial Information in a manner that does not permit successful linking to, redirection to or delivery of the applicable OTC Markets Group webpage; and (iii) insert an intermediate page, splash page or other content between the OTC Markets RSS Feed link and the applicable OTC Markets Group webpage; and
(d)Distributor shall identify OTC Markets Group as the owner of the OTC Markets RSS Company Financial Information by listing “OTC Markets Group Inc.” in text as the source for such Information, provided, however, that OTC Markets Group reserves all rights in and to any and all copyrights, logos, trademarks and trade names contained in the OTC MarketsRSS Feed and Distributor’s right to use OTC Markets Group’s name is limited to providing the appropriate attribution in connection with the OTC Markets RSS Feed.
3. Amendment. OTC Markets Group may modify the OTC Markets RSS Feed or the OTC Markets RSS Feed Company Financial Information at any time, in its sole discretion. No party may modify any term or condition of this Addendum, provided, however, that OTC Markets Group may modify any term or condition of this Addendum on thirty (30) days notice to Distributor, and any use of the OTC Markets RSS Feed or OTC Markets RSS Feed Company Financial Information after such date is deemed acceptance of the new term or condition.
4. Termination. OTC Markets Group may terminate this Addendum upon thirty (30) days notice to the Distributor for any reason or for no reason, in OTC Markets Group’s sole discretion.
5. 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 Distributor’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 Distribution Agreement shall control the meaning thereof.
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
Distributor:
By:
Name:
Title:
Date of Execution by OTC Markets Group Inc.:
OTC Markets Group Inc. Page 1 of 2
RSS Feed Addendum to Market Data Distribution Agreement (January 1, 2017)