SPARTA DATA AND ACCEPTABLE USE POLICY
Introduction
Sparta Commodities SA (“Provider”) is an aggregator of commodities market data. It creates Sparta Data and, together with Third Party Provider Data, distributes Platform Data.
This Policy applies to all uses of the Platform Data by Authorised Users and governs its display, use, redistribution and the creation of Derived Data and Manipulated Data.
This Policy, the Master Subscription Agreement, any Third-Party Provider terms and each Order Form constitute the “Agreement” between Sparta Commodities SA and the Subscribers
Definitions
“API” means the Application Programming Interface which is used to feed the Subscriber’s internal system(s) with Platform Data. API Usage is further defined in the API Order Form.
‘Authorised User(s)’ means the Subscriber and its employees, agents, contractors or advisers who are authorised by the Subscriber to use the Services as set out in the applicable Order Form and subject to the Usage Restrictions set out in such Order Form. The number of Authorised Users permitted to use the Services shall be as set out in the Order Form.
‘Derived Data’ means the creation of any other information that is created in whole or in part from the Platform Data by the Subscriber. Derived Data is understood to mean data resulting from the manipulation, calculation, derivation of the Platform Data, used alone or in combination with other data sources, where the Platform Data is not identifiable by any means, cannot be backward calculated or extracted from the Derived Data. The Derived Data or any calculation output should not be intended to replace the Platform Data in any form.
‘Display” application use means use of the Platform Data for activities with the display of such information.
‘Historic Data’ means a copy of all or part of Platform Data that has been supplied by the Provider to the Subscriber under the relevant Order Form prior to the termination or expiry of that Order Form.
‘ICE Futures Data’ means Market Data and Pricing Data (each as defined in the ICE Subscriber Agreement) as set out on the ICE Website.
'Intellectual Property Rights' means patents, utility models, rights to inventions, copyright and related rights, trademarks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.
‘Location’ is a physical location which is licensed to access and use the Services and the Platform Data as set out in the Order Form. If the Platform Data is ingested in one centre and then distributed to other individual sites or offices where the active users or systems are located, that is a multi-site location.
‘Market Outlook Data‘ means any data or information made available under the Provider's 'Market Outlook' service (as set out in an Order Form).
‘Market Outlook Terms’ means Terms and Conditions governing the Market Outlook Data Service, as delineated in Annex 1 herein.
‘Manipulated Data’ means Platform Data which has been amended by the Subscriber to form a new version of the same dataset as the Platform Data (without the creation of Derived Data).
‘Non-Display’ application use means use of the Platform Data for activities without the display of such information.
'Platform Data' means all data that may be made available by Provider as part of the Services, including Sparta Data and Third-Party Provider Data.
‘Sparta Data’ means all data which is collected and created and owned by or licensed to the Provider, including but not limited to data, website content, information, instructions, training and support material, and that is made available by Provider as part of the Services.
‘Subscriber Data’ means the Authorised Users’ personal data (which may include name, surname, business contact details including e-mail address, and log-in details) and Usage Data (as defined in clause 3.6).
‘Subscriber Market Data’ means the data pushed/uploaded by the Subscriber and the Authorised Users to Platform and Usage Data (as defined in clause 3.6).
‘Third Party Provider’ means a third party who has authorised Provider to use and/or incorporate its own data, systems, software, material, products, services and/or other information in or for provision of the Services as such party may or may not be separately identified in or on any part of the Services and/or Platform.
'Third Party Provider Data' means any data from a Third-Party Provider made available by the Provider to the Subscriber as part of the Services. Use of Third-Party Data may require additional licenses as defined in the Data and Acceptable Use Policy and/or on the Website.
‘Use’ means to view, display, store, entitle, process, consume, adapt, re-arrange, manipulate, extract, copy, reutilise, edit, package, reproduce and/or internally disseminate the Platform Data irrespective of the means of transmission or access.
ICE Futures Data
If the Subscriber is provided with ICE Futures Data as part of the Service., By using the Services, the Subscriber agrees (i) to comply with and sign, the ICE terms as set out on the ICE Website https://www.ice.com/publicdocs/ICE_Subscriber_Addendum.pdf ; and (ii) that the Subscriber's company name may be provided to ICE Data LLP for verification purposes. ICE requires the agreement to be signed and retained by the Subscriber and may request the signed agreement as part of an audit.
Historic Data
Where specifically agreed under an Order Form and subject to the payment of additional fees or charges, Provider shall provide the Subscriber with a copy of Historic Data.
Any Historic Data provided under the Agreement shall remain subject to the terms of the Agreement and all of the Provider's rights and restrictions that apply to Platform Data shall apply equally to Historic Data.
Acceptable Use of Software, Services and Platform Data
To access and use the Services, Provider will provide the Subscriber with usernames and/or passwords (the "Access Key(s)"). The Subscriber is solely responsible for safeguarding the Access Key(s) and, subject to the limitation of liability in the Master Subscription Agreement, undertakes to indemnify Provider in the event Provider suffers any loss or damage whatsoever as a result of the Subscriber’s or its Authorised Users’ use, misuse or negligent use of the Access Key(s) and/or unauthorised access to the Services.
The Subscriber is solely responsible for ensuring that all registration and contact details supplied to Provider are true and accurate at all times and are kept updated by the Subscriber. The Subscriber agrees:
to receive and transact with Provider by electronic communications; and
that Provider may send electronic communications relating to the Services, Software other products and services, instructions, upgrades or support relating to its own and those of associated third parties.
Provider may provide the Subscriber with other materials from time to time necessary for use of the Services including software, instruction guides, training, support procedures, documentation, information updates and other material (the “Materials”), as may be determined by Provider in its sole discretion. The Subscriber will comply with Provider’s directions for use and/or implementation of any such Materials. The Subscriber will not be responsible for any loss or damage caused by the Provider’s non-compliance with the Materials .
The Subscriber acknowledges and agrees that the Provider may update or amend certain aspects of the Services, Platform Data and or Software from time to time, which may include cessation or alteration of data feeds from Third Party Providers, or the inclusion of new data feeds from Third Party Providers. The Subscriber shall have no remedy as against the Provider in respect of the cessation or alteration of a particular data set that is incorporated into the Services.
Where Provider makes a new feature available to the Subscriber ("New Feature") (i) the terms of the Agreement (and the applicable Order Form) shall apply equally to the Subscriber's access to and use of any such New Feature; (ii) if any additional terms apply to the Subscriber's access to and use of a particular New Feature, these shall be made available to the Subscriber prior to access or use of the New Feature; and (iii) upon the Subscriber's use of the New Feature, these shall be binding on the Subscriber in relation to Subscriber and it's Authorised Users' use of such New Feature.
Provider may update the Services and Software from time to time with or without notice to the Subscriber. Alternatively, Provider may make the Software (including the API) available via a third party software provider, the scope of the licence granted and terms of use relating to the Subscriber's download, access to and use of such Software shall be subject to the relevant third party software provider's terms of use in force from time to time.
Without prejudice to its other rights and remedies, if the Subscriber fails to give notice to the Provider of any use in excess of the Use defined in the relevant Order Form, the Provider may:
deny the Subscriber access to the Services until such time as all Subscription Charges are paid in respect of any such additional users, functions and/or locations; or
terminate the Agreement or the applicable Order Form(s) in accordance with the termination provisions in the Master Subscription Agreement.,
and invoice for all usage outside of the rights granted in the Order Form(s), such amounts to be payable immediately on receipt of the Provider's invoice.
The Subscriber will be solely responsible and liable for its own use and for each Authorised User’s use of the Services in compliance with any Agreement, Access Key confidentiality, change frequency and site security. The Subscriber will keep an up-to-date record of all Authorised Users and ensure that they are trained in proper use of the Software, Services and Usage Restrictions.
The Subscriber will not itself and will ensure that no Authorised User will:
input, access, store, transmit or distribute any viruses, Trojan horses, worms, time bombs, cancelbots, malware, spyware or other computer programming routines or engines with the intent or effect of damaging, destroying, disrupting or otherwise impairing the functionality, operation or integrity of the Services, Software or Platform Data;
input, access, store, transmit or distribute any content which is malicious, illegal or harmful, harassing, defamatory, threatening, vulgar, sexually explicit, hateful or otherwise objectionable material of any kind, or any material that exploits children or is invasive of another person’s privacy or other rights or that may otherwise cause distress, injury or damage to any person or property;
engage in “phishing”, “smishing” or other deceptive or misleading online activity or transmit any ‘spam’ or other unsolicited messages that can degrade or otherwise interfere with the Services, Software, Platform Data or other users of the same;
spoof, steal the identity or otherwise impersonate any individual or entity or falsely state or otherwise misrepresent the Subscriber’s or any Authorised User’s identity, status, ability or affiliation in any way;
unless specifically agreed in an Order Form, disable, tamper, hack, copy, duplicate, disassemble, decompile, reverse engineer, extract, download, store, distribute, frame or re-publish any part or whole of the Services, Software, Platform Data, source code, Materials , or other proprietary information or any database or information which may be supplied under or in connection with the Agreement.;
infringe or misuse any of Provider’s or any Third Party Provider's Intellectual Property Rights in and to the Services, Platform Data, Software (or any code relating thereto), Sparta Data, Provider’s Website, the Platform, the Materials or any other material which Provider has made available to the Subscriber or any Authorised User or which the Subscriber has otherwise gained from use of the Services, Software, Platform, and/ or Provider’s Website. In each case, including but not limited to ‘framing’, ‘linking’, or using spider or ‘screen scrape’ software or systems to extract Platform Data or otherwise use Platform Data and/or Intellectual Property Rights;
translate the Services, Platform Data, Software, or any of Provider’s other software or website material into any other language or code; and/or
adapt, vary, modify or work around any technical limitations, rights management or monitoring in the Services, Platform Data, or Software, or on Provider’s Website.
In respect of all Platform Data and unless otherwise agreed in an Order Form, the Subscriber shall not and shall not permit any third party to: (i) access Platform Data; (ii) use, disclose, co-mingle, distribute, make available, sell, copy, display, assign, transfer, sublicense, lease, furnish, lend, republish, transmit, distribute, alter, modify, adapt, translate, disassemble, decompile, prepare or create Derived Data or derivative works, or reverse engineer; or (iii) store, share, copy or redistribute, in any way, all or any portion of, the Platform Data supplied under or in connection with the Agreement.
Where any specific restrictions (in addition to those set out in an Order Form) apply in respect of use of a particular Service, or type of Platform Data (including, in both cases, in relation to any Third Party Provider Data) Provider shall notify the Subscriber in advance and the Subscriber agrees to comply with any such restriction.
Hosting of Subscriber Data
The Subscriber is responsible for hosting all its own Subscriber Data and is solely responsible for all of its own privacy, security, data protection, storage, back-up and availability.
To the extent that Provider has access to or hosts any Subscriber Data, Provider confirms that it shall only use such Subscriber Data:
as permitted by the Agreement;
in an anonymised format for analytics purposes in order to improve the Services; and
for the purposes of providing the Services to the Subscriber and its Authorised Users.
Annex 1
Market Outlook Data Terms
Where the Subscriber subscribes to receive the Market Outlook Data Service, the following terms shall apply:
Except as expressly provided in the Order Form, the Subscriber shall not:
use the Market Outlook Data (wholly or in part) in its products or services;
redistribute the Market Outlook Data (wholly or in part);
use, disclose, co-mingle, distribute, make available, sell, copy, display, assign, transfer, sublicense, lease, furnish, lend, republish, transmit, distribute, alter, modify, adapt, translate, disassemble, decompile, prepare or create derivative works (save as permitted in the Order Form), or reverse engineer the Market Outlook Data;
store, share or copy, in any way, all or any portion of the Market Outlook Data..
The Subscriber shall notify the Provider if it becomes aware of any breach of any of these terms or of any unauthorised use of any Market Outlook Data and promptly take all reasonable steps to mitigate the effects of the breach.
The Subscriber acknowledges that (i) all Intellectual Property Rights in the Market Outlook Data and connected materials are the property of the Provider or its licensors, as the case may be; (ii) it shall have no rights in or to the Market Outlook Data or the connected materials other than the right to use them in accordance with the express terms of the Order Form; and (iii) the Provider or its licensors has or have made and will continue to make substantial investment in the obtaining, verification, selection, co-ordination, development, presentation and supply of the Market Outlook Data; and (iv) goodwill generated through the Subscriber's use of the Market Outlook Data shall belong to the Provider.
The Subscriber assigns to the Provider, and shall assign to it, with full title guarantee, all Intellectual Property Rights in any Manipulated Data it may create, by way of future assignment.
Notwithstanding anything to the contrary in these terms or otherwise, the Subscriber is solely responsible for any decisions (including trades) made as a result of its use or interpretation of the Market Outlook Data. The Provider does not warrant that the Market Outlook Data or its supply will be uninterrupted or error free; nor does the Provider make any warranty as to the results that may be obtained from use of the Market Outlook Data. Except as expressly set forth in these Market Outlook Data Terms, the Market Outlook Data is provided "as is" and the Provider disclaims all warranties, express or implied, conditions or other terms including but not limited to, implied warranties, conditions and other terms of merchantability, satisfactory quality or fitness for a particular purpose and non-infringement.
The Provider may cease, amend or delay the supply of the Market Outlook Data at any time, in its sole discretion and without liability to the Subscriber.