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THE AGREEMENT BETWEEN BSE AND DAIWA SECURITIES CO, LTD

1.CONFIDENTIAL INFORMATION

  • 1) Both Parties, hereto shall at all times maintain and keep secret and confidential the Confidential Information of the other party and shall not disclose or divulge the same or any part thereof to any Third Party without the prior written consent of the other party in that behalf.
  • 2) Both parties agree to use the Confidential Information of the other party only for the purposes of this Agreement or otherwise as expressly permitted by this Agreement.
  • 3) Both parties agree not to make copies of any such Confidential Information of the other party or any part thereof except for the purpose of this Agreement.
  • 4) Both parties acknowledge that the Confidential Information, as well as the Intellectual Property of each party is unique and valuable to it. The breach of the provisions regarding Confidential Information which also includes Proprietary Information and/or Intellectual Property may result in grave and irreparable loss and injury to each party for which monetary damages alone may not be adequate relief. Therefore, both parties agree that in the event of the breach or threatened breach of such provisions as aforesaid, both parties shall be entitled to seek specific performance or injunctive relief. Such remedy shall be in addition of and not in lieu of the appropriate relief by way of monetary damages.
  • 5) The provisions of this clause shall survive the termination or expiry of this Agreement.

2.WARRANTIES AND DISCLAIMERS

THE INFORMATION IS PROVIDED "AS IS" AND “WITH ALL FAULTS” AND WITHOUT WARRANTY OF ANY KIND OTHER THAN AS EXPRESSLY PROVIDED IN THIS AGREEMENT. BSE DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATIONS CONCERNING THE USE, RESULTS OF USE OR INABILITY TO USE THE INFORMATION IN TERMS OF TIMELINESS, TRUTHFULNESS, SEQUENCE, COMPLETENESS, ACCURACY, RELIABILITY, CURRENTNESS, PERFORMANCE OR OTHERWISE.

BSE DOES NOT WARRANT THAT THE INFORMATION WILL BE UNINTERRUPTED OR FREE OF ANY ERROR, OMMISSION, DEFECT, SHORTCOMING OR LIMITATION OF ANY NATURE.THE USER OF THE INFORMATION ASSUMES THE ENTIRE RISK AS TO THE SUITABILITY, USE, RESULTS OF USE, ACCURACY, COMPLETENESS, CURRENTNESS OF THE INFORMATION AND SHALL WAIVE ANY CLAIM OF DETRIMENTAL RELIANCE UPON THE INFORMATION. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, BSE DISCLAIMS ANY AND ALL WARRANTIES EXPRESS OR IMPLIED OR STATUTORY INCLUDING, WITHOUT LIMITATION ANY IMPLIED WARRANTIES ARISING FROM THE TRADE, USAGE, COURSE OF DEALING, OR PERFORMANCE OR ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE OR NON INFRINGEMENT WITH RESPECT TO THE INFORMATION.

BSE DOES NOT WARRANT THAT IT SHALL CONTINUE TO DISSEMINATE, TRANSFER OR TRANSMIT INFORMATION TO THE DISTRIBUTOR USING THE EXISTING FACILITIES OR TECHNOLOGIES GOVERNING THE TRANSMISSION OF COMMUNICATION. BSE DISCLAIMS ALL RESPONSIBILITY AND/OR LIABILITY FOR ANY LOSS OF INFORMATION, TRANSMISSION TIME, REVENUES, AND/ OR GOODWILL, WHICH MAY OCCUR TO THE DISTRIBUTOR.

BSEDISCLAIMS ANY AND ALL RESPONSIBILITY FOR LOSS/DELAY/LATENCY OF DATA OR ANY CONSEQUENCES, INTENDED OR UNINTENDED, OF TESTING OR USE OF THE INFORMATION. BSE DOES NOT WARRANT THAT THE INFORMATION SHALL BE FREE OF ALL ERRORS, OR THAT THE INFORMATION WILL SATISFY ANY INTENDED PURPOSE OR REQUIREMENT OF THE DISTRIBUTOR OR ANY OTHER PERSON. NOTHING CONTANED IN THE INFORMATION SHOULD BE INTERPRETED AS AN OFFER, CONTRACT, REPRESENTATIONS OR WARRANTY OTHER THAN THE ONES EXPRESSLY PROVIDED HEREIN.

3.TERMINATION

  • 1) This Agreement may be terminated by the affected party for breach or default of the terms and conditions of this Agreement by the affected Party upon a 48 hours written notice to the defaulting party, should the default remain unremedied upon the expiry of the said notice period.
  • 2) This Agreement maybe terminated for convenience of either Party upon a 45 days written notice to the other.
  • 3) Notwithstanding any other provisions of the Agreement, BSE reserves the right to suspend the Distributor's access or use of the Information under this Agreement in the event it is detrimental to BSE's interest without terminating this Agreement. Specifically, the Distributor understands and agrees that its access to Information can be suspended without notice. BSE reserves the above right, notwithstanding Clauses 3.1 and 3.2.

4.GOVERNING LAW AND JURISDICTION

This Agreement shall, in all respects, be governed by and construed in all respects in accordance with the laws of India.

In relation to any legal action or proceedings to enforce this Agreement, the Parties irrevocably submit to the exclusive jurisdiction of the courts of Mumbai and waive any objection to such proceedings on grounds of venue or on the grounds that the proceedings have been brought in an inconvenient forum.