License Agreement Terms - Bolsa de Madrid

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CLAUSESFIRST.- PURPOSE OF THE PRESENT CONTRACT.Sociedad de Bolsas hereby authorizes the Entity to use the IBEX 35® Index as point of reference forthe financial product included in Schedule 1.The right to use the IBEX 35® Index shall refer solely and exclusively to the terms included in saidSchedule 1, so that any modification or expansion of that use shall require the prior expressauthorization in writing of Sociedad de Bolsas.When Schedule 1 includes the possibility that the Entity conducts new offers of the financial productdescribed in said Schedule to the general public, the Entity must previously inform in writing Sociedadde Bolsas of the design and offer to the general public of such products, that shall be conducted underthe terms of the present contract and in compliance with the conditions established for the product inSchedule 1. Sociedad de Bolsas may object to the new offer and shall inform in writing the Entity ofthis objection, within ten days, so that a new contract can be signed for the offer to the general public ofthe product. Likewise, Sociedad de Bolsas may request additional information concerning the product,before objecting to its offer.SECOND.- SCOPE OF THE RIGHT OF USE.The authorization for the use of IBEX 35® Index does not imply transfer of ownership of said Index nor ofits trademarks, nor of any other right except those expressly stated in the present contract.The present contract shall not involve any limitation on Sociedad de Bolsas’ ability to dispose of anduse the IBEX 35® Index and its trademarks, although said Company commits itself to notify the Entity ofany case of transfer of its rights on the Index and to require of the party that is acquiring the Index tocommit to subrogate the position that Sociedad de Bolsas has in this contract.The authorization for the use is granted to the Entity without an exclusive character and it does notinvolve, in any case, limitation on the total freedom of Sociedad de Bolsas to authorize third parties toany other use or disposition of IBEX 35® Index or of the corresponding trademarks as point of referencefor financial products and services.The authorization for the use of the IBEX 35® Index has a public character and, thus, Sociedad deBolsas shall divulge the signing of the present contract through the established information means.In no case Sociedad de Bolsas sponsors, promotes or recommends the investment in the product, northe granting of the present authorization implies the approval of Sociedad de Bolsas in connection withthe information offered by the Entity or with the usefulness or interest in the financial product.The authorization for the use of the IBEX 35® Index is personal and not transferable and any use of thefinancial product indicated in Schedule 1 made by third parties shall be deemed for all purposes to havebeen made on behalf and in the name of the Entity, which shall therefore be liable for such use.Specifically, any use of the IBEX 35® Index or of its trademarks by those third parties to whom theEntity has entrusted the offer or commercialization of the product included in Schedule 1 shall bedeemed for all purposes to have been made by the Entity, which shall therefore be liable for such use.THIRD.- RIGHTS OF THE ENTITY.The right to the use of the IBEX 35® Index shall provide the Entity with the following rights:2
a) To mention the IBEX 35® Index as point of reference for the financial product included in Schedule1 of the present contract.b) To print and use in the documentation associated with the aforementioned product the name ofIBEX 35®, provided that such use conforms strictly to the graphic models which have beenpreviously authorized in writing by Sociedad de Bolsas and provided that the fact that suchCompany is the registered owner of the said Index and of the similarly named trademarks is clearlyindicated.c) To describe the composition and calculation formulas of the IBEX 35® Index in the contractual andcommercial documentation corresponding to that product in such terms as may be indicated bySociedad de Bolsas or previously authorized in writing by said Company.Likewise, the Entity shall be entitled to request of Sociedad de Bolsas during the validity of the presentcontract, supporting certifications of the composition of the IBEX 35® Index, the formula of its calculation,its technical regulations, any values of the Index whatsoever and any information referring to the Indexthat may be published by Sociedad de Bolsas.FOURTH.- OBLIGATIONS AND LIABILITIES OF THE ENTITY.1. The Entity shall pay Sociedad de Bolsas the sums deriving from the application of the initial andannual fees in consideration for use as indicated in Schedule 2.In order to adapt the fees included in the said Schedule 2 to the general list of fees which it is legallyobliged to prepare each year, Sociedad de Bolsas shall notify to the Entity, during the month ofJanuary of each year, the new fees applicable to such calendar year and the Entity may oppose inwriting said fees within the first ten calendar days of February of each year, in which case, thecontract shall forthwith be terminated.2. In addition to the obligation of paying the fees, the Entity hereby undertakes:a) Not to make any other use of the IBEX 35® Index or of its trademarks except those expresslyset out in the present contract.b) To submit for prior express approval in writing by Sociedad de Bolsas any draft document inwhich the IBEX 35® Index is used and that is intended to be published.c) To correct and withdraw from circulation any document in which the IBEX 35® trademarks areused without the prior approval and authorizations having been obtained from Sociedad deBolsas in accordance with the provisions of the present contract.d) To report to Sociedad de Bolsas any complaint or suit addressed to the Entity with referenceto the Index or to the IBEX 35® trademarks, as well as any abusive or fraudulent use of theIndex or the IBEX 35® trademarks which comes to its attention.e) To include in the agreements signed with its clients in connection with the financial productincluded in Schedule 1 of the present contract an appropriate stipulation indicating that theparties thereto acknowledge the rules for establishing the prices of the securities included inthe IBEX 35® Index and of said index in accordance with the free movement of sales andpurchase orders within a neutral and transparent market and that the parties thereto undertaketo respect the same and to refrain from any action not in accordance therewith.f) To include in the contractual and/or business documentation for the above-mentioned financialproducts the specifications of liability of Sociedad de Bolsas as contained in number 2 of3
Page 1: In Madrid, on ......., two thousand
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Page 7 and 8: SCHEDULE 1PRODUCT DESCRIPTIONThe En
Page 9 and 10: SCHEDULE 2LISTING, INVOICING AND PA

License Agreement Terms - Bolsa de Madrid

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