Terms of Use

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Each time you use or cause access to www.bats.com (the “Site”), you agree to be bound by the following terms and conditions (“Terms of Use”), as same may be amended from time to time with or without notice to you. Please read these Terms of Use carefully before using the Site. Your use of this Site will constitute your agreement to comply with these rules. If you do not agree to these Terms of Use, you should not use the Site.

The Site and services provided to you on and through the Site is on an “AS IS” basis. You agree that the owner of the Site, BATS Global Markets, Inc. and its affiliates and subsidiaries (collectively, “BATS”, “we”, “us” or “our”), exclusively reserves the right and may, at any time and without notice and any liability to you, modify or discontinue the Site and its services or delete the data you provide, whether temporarily or permanently. The Site shall have no responsibility or liability for the timeliness, deletion, failure to store, inaccuracy or improper delivery of any data or information.

By agreeing to the Terms of Use, you agree to the terms of our Privacy Policy, which is expressly incorporated into these Terms of Use. All personal data provided to us as a result of your use of the Site will be handled in accordance with our Privacy Policy.

CONTENT

All content and material, including, but not limited to documents, designs, logos, graphics, artwork, images, photographs, audio clips, video clips, databases, text, HTML and other material on the Site, including the selection and arrangement thereof, copyrights, trademarks, service marks and tradenames (collectively, the “Content”) is the sole property of BATS, unless otherwise indicated, and is legally protected under U.S. Federal and State, as well as foreign, laws, regulations and treaties, including applicable copyright, trademark and other intellectual property laws. Except as otherwise explicitly agreed in writing, the content available on this Site may only be downloaded, displayed, reformatted and printed for your personal, non-commercial use, provided that (a) you do not modify the Content; (b) you retain any and all copyright and other proprietary notices contained in the Content; and (c) you do not copy, post, distribute or transmit the Content on any other website or via any network computer, or broadcast the Content in any media. You may not reproduce, retransmit, distribute, disseminate, sell, publish, frame, broadcast or circulate the content available on this Site to anyone, including but not limited to, others in the same company or organization without BATS' express prior written consent.

Certain sections of or pages on this Site may contain separate terms and conditions, which are in addition to these terms and conditions. You should read those additional terms and conditions carefully. By accessing such sections or pages, you agree to be bound by those additional terms and conditions. In the event of a conflict, those additional terms and conditions will govern your use of those sections or pages.

Unauthorized use of the Site and systems, including, but not limited to, unauthorized entry into BATS' systems or misuse of any information is strictly prohibited. You may not use this Site in any manner that could damage, disable, overburden or impair any BATS site or service or interfere with any other party's use and enjoyment of any BATS site or service. You may not attempt to gain unauthorized access to any BATS site or service, computer systems or networks connected to any BATS site or service, through hacking, password mining or any other means. You agree that you will not engage in any activities related to this Site that are contrary to applicable laws or regulations.

Any applicable software you may download from or access on our Site, including any files, images or data accompanying the software (collectively, the “Software”) are licensed to you by BATS for the limited use described herein. BATS transfers no right, title or interest in the Software to you. BATS retains full and complete title to the Software, and all intellectual property rights therein. You may not redistribute, sell, decode, reverse engineer, disassemble or otherwise reduce the Software to a human-perceivable form.

CONTENT YOU SUBMIT TO THE SITE; CONDUCT

In using the Site or any service provided thereon, you may have the opportunity to add, create, upload, submit, distribute, post, share and/or exchange information, data, text, software or other materials on or through the Site, including any electronic e-mail communication (“User Content”). In doing so, you expressly grant, and represent and warrant that you have the right to grant, to BATS a non-exclusive, irrevocable, worldwide, transferable, royalty-free, perpetual license to use, publicly display, publicly perform, reproduce, distribute, sublicense and create derivative works from your User Content in any manner or through any media now known or later developed, without any payment to you. You further acknowledge and agree that BATS shall have the right (but not the obligation), in its sole discretion, to pre-screen, edit, refuse, move or remove any User Content posted to the Site at any time and for any reason, with or without notice.

You agree that you will not use the Site to:

  • upload, post, e-mail or otherwise transmit any User Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, offensive, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
  • engage in or facilitate harassing conduct aimed at any other person or entity;
  • harm minors in any way;
  • impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
  • forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Site;
  • upload, post, e-mail or otherwise transmit any User Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
  • upload, post, e-mail or otherwise transmit any User Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
  • upload, post, e-mail or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail”, “spam”, “chain letters”, “pyramid schemes” or any other form of solicitation;
  • upload, post, e-mail or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
  • interfere with or disrupt the Site or servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site;
  • violate any applicable local, state, national or international law, or any regulations having the force of law; or
  • collect or harvest any data about other users.

NO WARRANTY

The Site disclaims any and all responsibility or liability for the accuracy, content, completeness, legality, reliability, operability or availability of information or material on the Site. Your use of the Site is at your sole risk.

THE CONTENT OF THIS WEBSITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. BATS MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THESE TERMS AND CONDITIONS OR THE CONTENT OF THE SITE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, UNLESS SUCH REPRESENTATIONS AND WARRANTIES ARE NOT LEGALLY EXCLUDABLE. BATS FURTHER DISCLAIMS ANY REPRESENTATION OR WARRANTY: (i) THAT THE CONTENT WILL MEET YOUR SPECIFIC REQUIREMENTS, (ii) THAT THE AVAILABILITY OF THE SITE OR THE CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE WILL BE ACCURATE OR RELIABLE, (iii) REGARDING THE QUALITY OF ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH BATS OR ANY TRANSACTIONS ENTERED INTO WITH BATS OR (iv) THAT ANY ERRORS IN THE SITE OR THE CONTENT WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL. YOU UNDERSTAND AND AGREE THAT WE DO NOT PROVIDE PROFESSIONAL ADVICE OF ANY KIND AND THAT USE OF ANY INFORMATION OBTAINED ON THE SITE IS SOLELY AT YOUR OWN RISK AND WITHOUT ANY LIABILITY OF ANY KIND TO THE SITE. NO ORAL OR WRITTEN ADVICE OR INFORMATION GIVEN BY BATS ITS EMPLOYEES, LICENSEES OR THE LIKE WILL CREATE A WARRANTY OR GUARANTY, NOR MAY YOU RELY ON ANY SUCH INFORMATION OR ADVICE.

LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE FULL EXTENT PERMITTED BY APPLICABLE LAWS, IN NO EVENT WILL BATS BE LIABLE FOR ANY DAMAGES, LOSSES AND EXPENSES OF WHATEVER NATURE AND HOWEVER ARISING, INCLUDING WITHOUT LIMITATION DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOSSES OR EXPENSES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSS, ARISING IN CONNECTION WITH THIS SITE OR USE THEREOF OR INABILITY TO USE BY ANY PARTY, OR IN CONNECTION WITH ANY FAILURE OR PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS OR LINE OR SYSTEM FAILURE, EVEN IF BATS, OR REPRESENTATIVES THEREOF, ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES OR EXPENSES. HYPERLINKS TO OTHER INTERNET RESOURCES ARE ACCESSED AT YOUR OWN RISK AND IT IS YOUR RESPONSIBILITY TO TAKE ALL PROTECTIVE MEASURES TO GUARD AGAINST VIRUSES OR OTHER DESTRUCTIVE ELEMENTS; THE CONTENT, ACCURACY, OPINIONS EXPRESSED AND OTHER LINKS PROVIDED BY THESE RESOURCES ARE NOT ENDORSED BY BATS. THIS LIMITATION OF LIABILITY APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER BASIS. Some jurisdictions do not allow the exclusion of implied warranties, or certain kinds of limitations or exclusions of liability, so the limitations and exclusions set out in these Terms of Use may not apply to you. In such a case the limitations and exclusions set out in these Terms of Use shall apply to the fullest extent permitted by the laws of such applicable jurisdictions.

INDEMNIFICATION

You agree to defend, indemnify and hold harmless BATS, its subsidiaries, affiliates, officers, directors, agents, partners, employees and attorneys for any loss, demand, liability, claim, damages, costs or expenses, including reasonable attorneys' fees, resulting from any third party claim, action or demand arising out of or related to (i) your access to and use of this Site; (ii) your breach or violation of any term, condition, representation or warranty contained herein; and (iii) your violation of state or federal securities laws or regulations or any other person's rights, including but not limited to infringement of any intellectual property, proprietary or privacy right of any third party.

CHANGES TO THESE TERMS AND CONDITIONS

We reserve the right, at any time and from time to time, for any reason in our sole discretion, to change the terms and conditions of these Terms of Use, or to change or discontinue any aspect or feature of the Site, including, but not limited to, its content, hours of availability or the equipment needed for access or use. The Site will notify visitors of the existence and location of the new or revised policy, the sole notice of which shall be posting the new or revised policy on the Site. Any changes to the Terms of Use will be binding and effective immediately upon posting on the Site. Your continued access to and use of the Site shall constitute your acceptance and agreement to be bound by any such changed terms. You should check back frequently and review the terms and conditions of these Terms of Use regularly so that you are aware of the most current rights and obligations that apply to you and the terms and conditions of your agreement with us. No employee, contractor, agent or representative of BATS or its subsidiaries or affiliates is authorized to alter or amend these terms and conditions except by means of a written document executed by an authorized officer of BATS.

GOVERNING LAW

These terms and conditions, your rights and obligations and all actions contemplated by these Terms of Use shall be governed by and construed in accordance with the laws of the State of Kansas, USA, without regard to its conflict of law provisions. All claims arising out of or relating to these Terms of Use will be litigated exclusively in the federal or state courts of Johnson County, Kansas, USA, and all parties consent to personal jurisdiction in those courts with respect to any action.

REGULATORY DISCLOSURE

The Content and information contained on the Site is proprietary to BATS and prepared for informational purposes only. Nothing herein should be regarded as a recommendation, advice, offer or solicitation to buy or sell any product or service, an official confirmation of any transaction, an official valuation or an official statement of BATS. BATS does not endorse or sponsor any particular security or market participant.

Prior to the execution of a purchase or sale of any security or investment, you are advised to consult with your banker, financial advisor or other relevant professionals (e.g. legal, tax and/or accounting counsel). BATS shall not be liable for any investment decisions based upon or results obtained from the Content provided on the Site. Nothing contained on the

Site is intended to be, nor shall it be construed to be, legal, tax, accounting or investment advice. It is the responsibility of the individual user to consider his or her legal and regulatory position in the relevant jurisdiction, the risks associated with trading such securities or investments and to verify that any use of the Content, or subsequent investment decisions, do not contravene any restrictions, applicable laws or regulations of any jurisdiction.

BATS TRADING LIMITED DISCLAIMER

BATS Trading Limited, trading under the name of BATS Chi-X Europe, is a Recognised Investment Exchange regulated by the Financial Conduct Authority. BATS Trading Limited is an indirect wholly-owned subsidiary of BATS and is a company registered in England and Wales with Company Number 6547680 and registered office at 10 Lower Thames Street, London EC3R 6AF. This website has been established for information purposes only. None of the information concerning the services or products described on this website constitutes advice or a recommendation of any product or service. To the extent that the information provided on this website constitutes a financial promotion as defined by section 21 of the Financial Services and Markets Act 2000, it is only directed at persons who qualify as a Professional Client or Eligible Counterparty as defined in the FCA Handbook. Persons who do not qualify should not act on or rely upon it.

MISCELLANEOUS

If we fail to enforce any provision of these Terms of Use, it will not be considered a waiver of our rights. If any portion of these Terms of Use is held to be unenforceable, then the remaining clauses and provisions will remain in full force and effect. Any and all warranties, provisions, rights and obligations of the parties herein described and agreed to be performed subsequent to the termination of these Terms of Use shall survive the termination of these Terms of Use. These Terms of Use, including our Privacy Policy and any additional terms, constitute the entire agreement between you and BATS, superseding any prior agreements between you and BATS with regard to your use of the Site. All of our rights and obligations under these Terms of Use are freely assignable by us in connection with a merger, acquisition or sale of our assets. The section titles below are for convenience only and have no legal or contractual effect.

For information about how to contact BATS, please visit our contact page.

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