HISTORIC DATA SETS
GENERAL TERMS AND CONDITIONS
THESE GENERAL TERMS AND CONDITIONS (“GTC”) TOGETHER WITH THE APPLICABLE ORDER FORM (“ORDER”) CONSTITUTE A LEGAL AGREEMENT WHICH CONTAINS THE ENTIRE AGREEMENT BETWEEN THE LICENSEE DETAILED IN THE RELEVANT ORDER (“LICENSEE” OR “YOU”) AND MOSAIC SMART DATA LIMITED AS IN THE RELEVANT ORDER (“MOSAIC” or “US”), WITH RESPECT TO THE SUBJECT MATTER DESCRIBED HEREIN (TOGETHER THE “AGREEMENT”).
FOR THE AVOIDANCE OF DOUBT, THIS AGREEMENT ONLY APPLIES TO THE TRIAL AND EVALUATION OF THE HISTORIC DATA SETS AND LICENSEE WILL NOT USE THE HISTORIC DATA SETS UNDER THIS AGREEMENT FOR COMMERCIAL PURPOSES OR IN A PRODUCTION ENVIRONMENT.
MOSAIC AND LICENSEE HEREBY AGREE AS FOLLOWS:
1. General
1.1 Subject matter of these GTC is the licensing of Historic Data Sets. If You purchase a paid licence to the Historic Data Sets, then Your access to, and use of, the Historic Data Sets will be governed exclusively by the licence agreement to be entered into between You and Mosaic.
2. Definitions
2.1 Derived Data: means any data derived from any information contained in the Historic Data Sets which has been (wholly or in part) Manipulated to such degree that it (a) cannot be reverse-engineered such that it can be so identified; and (b) is not capable of Display or Use (as applicable) substantially as a substitute for the Historic Data Sets, or otherwise compete with the Historic Data Sets.
2.2 Display: means to display the Historic Data Sets on-screen, and to receive, access, load and/or store the Historic Data Sets solely as required for such display, where no durable copy of the Historic Data Sets is retained or saved, irrespective of the means of transmission or access.
2.3 Index Creation: means the Use of the Historic Data Sets in the creation and ongoing calculation in real-time, delayed, snapshot or end of day of tradeable or non-tradeable metrics or indices used, or intended to be used, as a tradable instrument in the nature of a security, or to measure, track, link to, or report the performance of a financial product or contract.
2.4 Internal Use: means the Display or Use (as applicable) of the Historic Data Sets exclusively by employees and/or contractors of a particular legal entity.
2.5 Historic Data Sets: means a collection of data which is being licensed or otherwise made available under the terms of this Agreement, as further set out in the Order.
2.6 Manipulate: means to perform calculations on, and/or adapt, combine or aggregate the Historic Data Sets (wholly or in part) with other data or information.
2.7 Redistribution: means the act (by any party) of providing any third party other than an authorised User access to the Historic Data Sets, irrespective of the means of dissemination or provision of access.
2.8 Testing Purposes: means the Use of Historic Data Sets exclusively to assess their accuracy, reliability, and relevance for potential applications, ensuring that the data is not used for any commercial activities or in production environments.
2.9 Trial Period: as set out in the Order
2.10 Use: means to Display, entitle, process, consume, adapt, rearrange, Manipulate, extract, copy, reutilise, edit, package, reproduce and/or internally disseminate the Historic Data Sets, irrespective of the means of transmission or access. Use does not include Redistribution of the Historic Data Sets.
3. Licence and scope of agreement
3.1 Subject to Your compliance with this Agreement, all applicable laws and You having cleared any sanctions screening checks carried out by Mosaic, You are hereby granted a free, non-exclusive, non-transferable, non-sub-licensable, revocable right for your authorised employees, agents and contractors (“Users”) to (i) Use the Historic Data Sets for Your own Internal Use solely for Testing Purposes, for the Trial Period (as defined in clause 4 below), and (ii) to create and Use Derived Data. This licence includes the right for You to Use the Historic Data Sets in backtesting (testing how a trading strategy would have been performed if it had been implemented in the past using the Historic Data Sets) BUT NOT FOR COMMERCIAL PURPOSES OR IN A PRODUCTION ENVIRONMENT. No rights of Redistribution of the Historic Data Sets or the Derived Data are permitted or otherwise allowed under the terms of the Licence Scope.
3.2 Mosaic will provide You with access to the Historic Data Sets at its sole discretion. Mosaic reserves the right to modify the Historic Data Sets at any time and at its sole discretion.
3.3 You will be responsible for Users’ compliance with this Agreement.
3.4 Before accessing Historic Data Sets you acknowledge and agree that any personal identifiable information relating to Users shall be processed in accordance with Mosaic’s Privacy Policy (available here: https://mosaicsmartdata.com/privacy-policy). In the event of a conflict between the Mosaic Privacy Policy and these GTC, these GTC shall control. Notwithstanding anything to the contrary in Mosaic’s Privacy Policy, Mosaic may not use any information collection about You and/or the Users other than for the sole purpose of performing under this
4. Term of Trial Period
4.1 This Agreement is effective from the effective date detailed in the relevant Order (“Effective Date”) for the period as agreed in writing between the parties in the Order (the “Trial Period“), unless terminated earlier as set forth herein. The Trial Period may be extended by mutual written agreement between the parties. This Agreement will terminate automatically (i) upon written notice by either party to the other of such termination for any reason, or (ii) if You fail to comply with any of the limitations or other requirements described herein. Mosaic may terminate this Agreement immediately on written notice to You whereby the third party licensor withdraws, restricts or otherwise stops making the Historic Data Sets available.
4.2 In the event that You wish to continue to use the Historic Data Sets after termination, You will need to enter into a separate subscription licence for the continued use, which shall be governed by the terms of a new full subscription licence to be entered into by the parties and subject to the payment of the relevant subscription fee.
5. Following the Trial Period
5.1 If you do not license the Historic Data Sets for usage after the expiration of the Trial Period in accordance with clause 4.2, (i) You will make no further Use of the Historic Data Sets, except to the extent that may be permitted under any subsequent agreements between You and Mosaic; (ii) You will permanently erase or destroy the Historic Data Sets from Your computers, databases or other online data storage facilities and confirm the same in writing to Mosaic within ten (10) days of the expiration or termination date of the licence to the said Historic Data Sets; and (iii) all licences which are granted under this Agreement for use of the Data Sets shall immediately cease and terminate. For the avoidance of doubt, this requirement will apply to material or information in whatever form (including, but not limited to, electronic form) and shall include all notes, copies or extracts of the information or material, whether stored or recorded separately by You. You will promptly return to Mosaic or at Mosaic’s request permanently erase or destroy from all of Your devices and systems any of Mosaic’s confidential information as detailed in clause 11 herein.
5.2 In the event that You do not provide certification to Mosaic in relation to Your obligations to permanently destroy, erase or delete the received Historic Data Set, Mosaic shall have the right, either acting by itself or through its third party appointee, to audit You in order to assess compliance with your obligations under this Agreement. You will permit access to Mosaic and/or its authorised representatives at any reasonable time in order to inspect your premises, documents, systems and any other resources as relevant, for the purposes of this audit, including to ensure compliance specifically with clauses 4.2 and 5. In the event that such an audit is required, Mosaic shall be entitled to charge You for the full cost of the audit, including but not limited to its own time in conducting the audit and that of its authorised representatives.
6. Mosaic’s Rights
6.1 You acknowledge that all right, title, and interest in and to the Historic Data Sets, including associated intellectual property rights, are owned by and shall remain with Mosaic and its licensors. This Agreement does not convey to You any rights or interest in the Historic Data Sets, but only a limited right of use revocable in accordance with the terms of this Agreement. All rights not expressly set forth hereunder are reserved by Mosaic.
7. Restrictions
7.1 You will not: (i) license, sell, resell, transfer, rent, lease, distribute, exploit or otherwise make the Historic Data Sets available to anyone other than the Users, or (ii) attempt to gain or assist third parties to gain unauthorised access to the Historic Data Sets, or (iii) mask or remove any copyright or other notices contained within or relating to the Historic Data Sets or use the Historic Data Sets for Index Creation.
8. Responsibilities
8.1 You acknowledge and agree that You will: (i) be responsible for maintaining the security of any equipment and ancillary services needed to connect to, access or otherwise use the Historic Data Sets; (ii) notify Mosaic as soon as reasonably possible of any breach of security of Your systems of which You become aware to the extent that such breach may be reasonably likely to affect the Historic Data Sets; (iii) take all reasonable steps to maintain appropriate technical and organisational measures in respect of the Historic Data Sets so as to prevent unlawful access to such data or information and against accidental loss or destruction of, or damage to such data or information; and (iv) not knowingly obtain, or attempt to obtain, any unauthorised access to any of Mosaic’s computer systems; (v) set up, maintain and regularly review any necessary internal security measures within Your organisation (in particular, You are responsible for ensuring the security of Your own computing and communications equipment and the safe transmission and security of data or information between Mosaic systems and Your systems.
8.2 Mosaic will have no responsibility or liability for any equipment, systems or networks through which You access the Historic Data Sets. Mosaic may at any time suspend Your access to and/or use of the Historic Data Sets provided that Mosaic believes (on reasonable grounds) that this is necessary to maintain the security or integrity of its systems or the Historic Data Sets or to prevent misuse by any person.
9. Exclusion of Warranties
9.1 The Historic Data Sets are provided to Licensee “as is”, and any use by Licensee of the Historic Data Sets during the Trial Period will be at Licensee’s sole risk. Mosaic makes no warranties relating to Historic Data Sets and expressly disclaims all warranties, express or implied, including without limitation those of merchantability, or fitness for a particular purpose. The foregoing provisions shall be enforceable to the maximum extent permitted by applicable law.
10. Limitation of Liability
10.1 Mosaic’s cumulative liability to You or any other party for any loss or damages resulting from any claim arising out of or relating to this Agreement, including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise, shall not exceed £100. In no event shall Mosaic be liable for any indirect, incidental, consequential, special, or exemplary damages or loss of profits or loss or corruption of data, even if You have advised Mosaic of the possibility of such damages. The limitations of liability in this clause 10 shall apply to the fullest extent permissible at law but do not limit any liabilities which may not be excluded by law (including death or personal injury caused by negligence, fraud or fraudulent misrepresentation).
11. Confidentiality
11.1 Each Party undertakes that it shall not at any time disclose to any person or use any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, or such other information which ought reasonably to be regarded as confidential, including the Historic Data Sets, except as permitted herein. This clause 11 shall survive for three (3) years from termination of this Agreement, except in relation to the Historic Data Sets, where the obligations to retain confidentiality shall survive indefinitely. Information shall not be deemed to be confidential if such information (i) is, or becomes, publicly known other than through a breach of this Agreement, (ii) is in the possession of the receiving party prior to receipt thereof from the other party, (iii) is independently developed by the other party, or (iv) is lawfully disclosed to the receiving party by a third party who is not subject to a confidentiality agreement or obligation relating to such disclosure. Each party may disclose the other party’s confidential information: (i) to its employees, officers, representatives or advisors who need to know such information for the purpose of exercising that party’s rights or carrying out its obligations under this Agreement (“Permitted Purpose”), provided that each party shall ensure such persons comply with this clause 11 and shall be liable for any failure of such persons to do so; or (ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. No party shall use the other party’s confidential information for any purpose other than the Permitted Purpose.
12. General
12.1 This Agreement does not create any agency, partnership or joint venture relationship.
12.2 Mosaic may, but the Licensee may not without Mosaic’s prior written consent, assign, novate, subcontract or otherwise transfer any of its rights or obligations under this Agreement.
12.3 This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
12.4 This Agreement may be executed in counterparts, each of which shall be deemed to be an original but all of which together shall constitute a single instrument.
12.5 No variation of this Agreement shall be effective unless it is in writing and signed by the parties.
12.6 No failure or delay by either party in exercising any right or remedy provided under this Agreement or by law shall constitute a waiver, prevent or restrict the future exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
12.7 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.
12.8 No one other than a party to this Agreement shall have any right to enforce any of its terms, except as provided in clause 12.2.
12.9 Mosaic shall be entitled to disclose Your name and details that You are receiving the Historic Data Sets to the third party licensor, Euroclear Holding SA/NV, and its affiliates.
12.10 This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.