GOTC – US Market Data

Global Order Terms and Conditions (“GOTC”)
(as incorporated by reference to all service order forms)

These GOTCs are effective as of the date both parties have signed an Anova Financial Network (the “Supplier”) service order (the “Order Form”) that incorporates them as such. The client shall be as set out in the Company Name section of the Order Form (the “Client”) and the service shall be as set out in the Product Type section of the Order Form (the “Service”).  To the extent that the GOTC conflict with terms and conditions of the MSA, the terms, and conditions of the GOTC shall govern. Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the MSA. 

a. Invoicing of Charges set forth herein shall commence as follows:

1. 1. the non-recurring Charges (“NRC”), as of the signature date of the Order Form;
   2. the recurring Charges:
      • For each applicable connectivity/infrastructure/network Service, the earlier of (a) the date Client confirms the applicable Service is functioning, and (b) five (5) days after the date the applicable Service has been installed and made available to Client (during which period Client may perform any internal testing);
      • For recurring costs for cross-connects and/or Ethernet circuits, as of the date the applicable service is delivered to Supplier and turned up by the underlying third-party provider.

b. Payment terms: Payments will be monthly.

c. Smart Hands: The Supplier’s time and materials rates for its “Smart Hands” technical support shall be determined based on location.

d. Standard Time and Materials rate: Supplier’s Standard Time and Materials rate is $200 per hour.

e. In the event Client’s actual design requirements vary from Supplier’s understanding of the design requirements as described in the Order Form, Supplier reserves the right to bill infrastructure related work at the Standard Time and Materials Rate, as set out herein.

f. All exchange infrastructure charges are per site unless otherwise stated.

g. Client shall provide demarcation information as part of the Order Form. Changes to Client provided demarcation information that results in additional fees shall be subject to an additional Order Form. A Letter of Authorization (LOA) is required.

h. In the event Client is hosted by a Third-party Provider or is using a managed service provider with respect to the wireless Services, a Supplier-provided consent letter will need to be executed by such Third-party Provider or managed service provider prior to delivery of the Services.

i. Supplier shall have the right to charge a $950 Service Change Charge for any modifications (including disconnects and cancellations) made to the Services that do not result in an additional Monthly Recurring Charge (“MRC”).

j. Client will be responsible for (i) technology and/or access fees a clearing firm may charge the Client; (ii) exchange charges or exchange membership fees; (iii) fees for any related direct exchange licensing charges; (iv) the cost of any equipment (i.e. optics, fibre patch cables, etc.) from the carrier demarcation at the client location to the on-site hardware, and (v) the provision of the space, power and installation for hardware.

Term and Renewal

1)CME Data Wireless Service from Aurora to New Jersey DMA access and Associated Cross Connect(s) (“CME Data Wireless Service to New Jersey”):

• The Initial Term (as described in the Order Form) for the CME Data Wireless Service is three (3) months.
• Client may cancel the CME Data Wireless Service at the end of the three (3) month Initial Term by providing 30 days written notice prior to the end of the Initial Term for that Service.
• Subsequent to the Initial Term, the Wireless Service will automatically renew for successive twelve (12) month periods, until either party provides the other party written notice of termination at least sixty (60) days prior to the end of the then-current renewal period.
• The Client’s written notice of termination must include the applicable Service PONs being terminated.

2) Wireless Services except for the CME Data Wireless Service To New Jersey:

• The Initial Term for each Wireless Service is twelve (12) months.
• Prior to the start of the Initial Term, Client shall have a thirty (30) day trial period with no MRC payable (“Trial Period”), which commences on the Initial Service Date.
• If Client wishes to cancel the Wireless Service prior to the start of the Initial Term, Client must provide written notice of its intent to cancel prior to the end of the Trial Period for that Service (“Trial Period Cancellation Notice”).
• In the absence of Trial Period Cancellation Notice, the Initial Term will commence immediately following the end of the Trial Period and MRCs will commence with the start of the Initial Term. If Trial Period Cancellation Notice is given, the Wireless Service will be disconnected no later than the end of the Trial Period.
• Client may cancel the Wireless Service at the end of the first ninety (90) days of the Initial Term by providing written notice prior to the end of the first ninety (90) days of the Initial Term for that Service.
• Should Client wish to cancel the Wireless Service at the end of the Initial Term, Client must provide written notice of its intent to terminate at least sixty (60) days prior to the expiry of the Initial Term.
• Subsequent to the Initial Term, the Wireless Service will automatically renew for successive twelve (12) month periods, until either party provides the other party written notice of termination at least sixty (60) days prior to the end of the then-current renewal period.
• The Client’s written notice of termination must include the applicable Service PONs being terminated.

3) LCX Services:

• Notwithstanding anything to the contrary specified above, the initial Term for LCX Services is thirty (30) days and shall commence on the initial Service Date. Thereafter, the LCX Services may be terminated by either party by providing the other party thirty (30) days advance written notice of termination.
• The Client’s written notice of termination must include the applicable Service PONs being terminated.

Schedule A2 to the Order Form
Anova Financial Networks’ Service Level Agreement (“SLA”)

This SLA contains the Latency service levels that apply to the market data and/or private bandwidth Service as specified in the Order Form (“Service Levels”).

Definitions

1. “Emergency Maintenance” is any period of time during which a Service is unavailable to Client, or operating at a degraded level, while Supplier is carrying out corrective steps to correct an existing problem or to prevent future problems.
2. “Latency” is the amount of time, measured in microseconds (µs), for a single message to travel one-way from receipt of a message at the applicable device at the applicable Service Origination Location (and the associated processing through the applicable equipment and network) to the applicable edge device at the applicable Service Delivery Location. For market data Services, the references to applicable devices and/or equipment relate to the Supplier and for private bandwidth Services, the references to applicable devices and/or equipment relate to the applicable Third-party Provider. For the avoidance of doubt, the Latency measurement does not include cross connects to Client at the applicable Service Delivery Location.
3. “Operating Hours” is 8:00 AM to 5:00 PM Eastern Time, except Saturdays, Sundays, and other days when the applicable marketplaces/exchanges are not open for trading of any products.
4. “Scheduled Maintenance” is any period of time during which a Service is unavailable to the Client, or is operating at a degraded level, while Supplier is carrying out maintenance activities which include, but are not limited to:
   1. Upgrading, modification, or testing of the equipment software used to provide the Service;
   2. Upgrading, modification, or testing of equipment hardware used to provide the Service;
   3. Upgrading, modification, or testing of software components used to provide the Service; and
   4. Testing, restarting, and recovery of the Service.
5. “Trouble Ticket” is the submission by Client to Supplier of a Latency issue, by using the system and process notified to Client during their on-boarding process.

1. Latency Service Levels

1. During Operating Hours, Supplier will measure, and use commercially reasonable efforts to adhere to, the following Latency Service Levels:
   • For market data Services the Latency Service Levels shall be determined based on the origination and delivery location of the Service, as follows:

Services Origination Location	Services Delivery Location	Latency Service Levels
Aurora, Illinois	Mahwah, New Jersey	3965 µs
Aurora, Illinois	Secaucus, New Jersey	3995 µs
Aurora, Illinois	Carteret, New Jersey	3955 µs

• For private bandwidth Services, the Latency Service Levels shall be as set forth in the Order Notes section of the Order Form.

2. In the event that the applicable Latency Service Level is exceeded by greater than one percent (1%) for a period of more than two (2) consecutive hours during Operating Hours, and no Excused Outages, as per section 3 below, have applied during such period of time, Supplier has thirty (30) days to remedy the issue from the opening of a Trouble Ticket (“Cure Period”). In the event Supplier does not remedy the issue, verified by Supplier, within the Cure Period, Client may terminate the applicable Service without penalty within thirty (30) days from expiry of the Cure Period by giving Supplier thirty (30) days’ written notice of termination, as its sole and exclusive remedy for Supplier-verified and unresolved Trouble Tickets hereunder. If Client does not terminate the Service within thirty (30) days from expiry of the Cure Period, Client waives this right to terminate.

2. Extended Outage Credits

1. 1. The Services will be considered subject to an extended outage when no messages within the Latency Service Level is received during a period of at least two (2) consecutive hours during Operating Hours, and no Excused Outages, as per section 3 below, have applied during such period of time (hereinafter “Extended Outage”).
   2. An Extended Outage is deemed to begin from the opening of a Supplier-verified Trouble Ticket.
   3. Following a verified Client-submitted claim, Supplier shall provide credit in the amount of 1/30th of the monthly recurring charges (“MRC”) for the impacted Services only, for any calendar day during which the Service is subject to an Extended Outage (“Credit Allowance”). Credit Allowances in any given month would be applied to Client’s next invoice. In no event can the Credit Allowance in any month exceed the MRC for the impacted Service.
   4. Client must claim Credit Allowance within thirty (30) days of the end of the Extended Outage giving rise to the Credit Allowance. All claims, including without limitation Trouble Tickets, are subject to review and verification by Supplier. Extended Outages are based solely on Supplier’s measurements.

3. Excused Outages

Any Service unavailability, Latency increases in excess of the Latency Service Levels, system degradation, or Service performance degradation resulting from any of the following, shall be considered as Excused Outages:

• Scheduled Maintenance;
• Emergency Maintenance;
• Severe weather conditions;
• Equipment damage or power loss resulting from severe weather conditions;
• Service degradation due to atmospheric events;
• Service degradation due to interference attributed to off-path terrain features and/or structures;
• Wildlife preventing access to field equipment requiring repair or maintenance;
• Force Majeure events;
• Failure of Client’s equipment;
• Acts or omissions by Client;
• Acts or omissions by third parties not under control of Supplier

4. Sole Remedy

Supplier and Client agree that the remedies set out herein are a reasonable pre-estimate of Client’s damages for Supplier’s failure to meet the corresponding Service Levels and constitute Client’s sole and exclusive remedy and Supplier’s sole and exclusive liability in respect of a failure to meet the Service Levels in this SLA. For the avoidance of doubt, Client agrees that notwithstanding anything contained in this SLA or the Agreement, a failure of Supplier to comply with the terms set forth herein shall not in and of itself be deemed a breach of the Agreement.

5. General

For the avoidance of doubt, the Latency experienced by the applicable Third-party Provider from its own usage of the applicable network may be similar to, or lower than, the Latency experienced by the Client.

 

In addition to the MRC, the Client agrees to pay, all applicable foreign, federal, state, and local taxes (other than taxes on Supplier’s net income), including without limitation, all sales, use, value-added, excise, franchise, property, commercial, gross receipts, license, privilege and other taxes, levies, surcharges, or duties, including the Universal Service Fund fee (collectively, “Taxes”).  Client further agrees to pay all regulatory recovery fees and administrative surcharges (collectively, “Recovery Fees”) that may be necessary for Supplier to offset the costs associated with Supplier’s compliance with regulatory requirements, including but not limited to: i) charges that Supplier pays to providers of telecommunications services that are used to provide services to Clients; ii) fees and assessments on our network facilities and services; iii) costs of various foreign, state, local and other regulatory programs; iv) costs that Supplier incurs responding to regulatory and legal obligations and; v) tax engine licensing costs, third party tax advisory expenses, and other associated costs. Current Domestic Recovery Fees (both service endpoints are in the continental United States) are billed at 5.58% of all MRC amounts on a Client’s invoice, however, Supplier reserves the right to increase this amount no more frequently than once per annum and with a minimum of 60 days’ notice to Client.  Current International Recovery Fees (one or both service endpoints are outside of the continental United States) are billed at 7.79% of all MRC amounts on a Client’s invoice, however, Supplier reserves the right to increase this amount no more frequently than once per annum and with a minimum of 60 days’ notice to Client

To the extent any such Taxes are exemptible, the Client shall provide Supplier with appropriate certificates demonstrating that it maintains tax-exempt status from collection of all or part of any Taxes within thirty (30) days of signing any new order form or for exiting order forms, on an annual basis, no later than January 31st.  Client shall keep its billing address and contact information current, and shall be responsible for paying all reasonable collection costs incurred by Supplier (including without limitation, reasonable attorneys’ fees) related to unpaid invoices.  Supplier is not responsible for any tax credits due to Client submitting certificates past Jan 31 of the then current year.

Tax Indemnification by Client  

Client shall defend, indemnify and hold Supplier harmless from and against all charges incurred or suffered by Supplier arising out of, or in connection with, any Claim based upon or arising out of any determination by a Governmental Authority within the applicable statute of limitations that Supplier is responsible for payment of any unpaid taxes for which Client is responsible for by virtue of its use of the Supplier Products and Services, including any penalties, interest, or related liabilities arising therefrom.  Supplier shall have the right, without limitation, to back bill Client such taxes, penalties, interest or related liabilities arising therefrom in accordance with the amounts Supplier is charge and the applicable statute of limitations.