Third Party Terms and Conditions - Barclays Capital

For the purpose of these Third Party Terms and Conditions, “Distributor” shall refer to Licensor and “Subscriber” shall refer to Licensee. Further, “Indices” shall refer to Barclays Capital Indices.

(1) License

(a) Subscriber agrees that it shall not sell, republish, or transmit the Indices or any of the Data in any form by any means, to any other party, without the prior written consent of Barclays Capital (“Barclays”).

(2) Proprietary Notice; Use of the Indices

(a) Subscriber acknowledges that all proprietary rights in the Indices that are owned by Barclays shall remain the property of Barclays, and Subscriber shall have no right or interest in such Indices except the rights to use such Indices upon the terms and conditions of this Agreement. Subscriber acknowledges that the Indices as compiled, prepared, selected and arranged by Barclays constitute an expenditure of substantial time, effort and money by Barclays and constitute valuable commercial property and/or trade secrets of Barclays. Subscriber agrees that it will not remove any copyright notice or other notification or trade name or marks of Barclays that may appear in the Indices and that any reproductions and/or distribution of the Indices shall contain such notices and/or marks as they appear in the Indices. Except as set forth in this Agreement, Subscriber may not use the Barclays Capital name or trademarks without the prior written consent of Barclays.

(b) SUBSCRIBER ACKNOWLEDGES AND AGREES THAT THE INDICES ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY. UNDER NO CIRCUMSTANCES SHOULD THE DATA BE USED OR CONSIDERED AS AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY THE SECURITIES OR OTHER INSTRUMENTS MENTIONED IN IT. THE DATA HAS BEEN OBTAINED FROM VARIOUS SOURCES, AND BARCLAYS DOES NOT REPRESENT THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. OPINIONS EXPRESSED IN THE INDICES ARE SUBJECT TO CHANGE WITHOUT NOTICE. THE PRODUCTS MENTIONED IN THE DATA MAY NOT BE ELIGIBLE FOR SALE IN SOME STATES OR COUNTRIES, NOR SUITABLE FOR ALL TYPES OF INVESTORS; THEIR VALUE AND THE INCOME THEY PRODUCE MAY FLUCTUATE AND/OR BE ADVERSELY AFFECTED BY EXCHANGE RATES. SUBSCRIBER FURTHER ACKNOWLEDGES THAT BARCLAYS IS NOT ACTING IN A FIDUCIARY CAPACITY WITH RESPECT TO SUBSCRIBER AND THAT BARCLAYS IS NOT ASSUMING ANY DUTIES OR OBLIGATIONS OTHER THAN THOSE EXPRESSLY SET FORTH HEREIN.

(c) Subscriber shall comply with all applicable laws and regulations relating to use of the Indices during the term of this Agreement.

(3) Warranty/Disclaimer of Warranties

(a) Barclays warrants to Subscriber that Barclays has the right to provide the Indices and that the Indices so provided do not violate or infringe the rights of any third party or the laws or regulations of any governmental or judicial authority.

(b) BARCLAYS MAKES NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE DATA OR THE INDICES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE WITH RESPECT TO THE INDICES, OR THE INVESTMENT RESULTS TO BE OBTAINED BY ANY FUND USING THE BARCLAYS CAPITAL INDICES AS A BENCHMARK OR FROM THE USE OF THE BARCLAYS CAPITAL INDICES OR THE DATA. THE INDICES ARE PROVIDED “AS IS” AND SUBSCRIBER EXPRESSLY AGREES THAT USE OF THE INDICES IS AT SUBSCRIBER’S SOLE RISK. BARCLAYS DOES NOT WARRANT THAT THE INDICES WILL NOT BE UNINTERRUPTED, DELAYED OR ERROR FREE, NOR DOES IT MAKE ANY WARRANTIES AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE INDICES, WITHOUT LIMITING THE GENERALITY OF THE FORGOING, BARCLAYS EXPRESSLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR ANY INACCURACIES OR INCONSISTENCIES IN THE DATA.