Welcome to DirectFN.
PLEASE READ THESE END USER TERMS AND CONDITIONS (‘EUTCs’) CAREFULLY BEFORE USING THE SERVICES BY CLICKING ON THE "I AGREE" BUTTON. IF YOU OR THE COMPANY YOU REPRESENT DO OR DOES NOT AGREE TO THESE EUTCs, DO NOT CLICK ON THE "I AGREE" BUTTON, DO NOT EXECUTE THIS COMMAND AND DO NOT USE THE SERVICES.
IF YOU CLICK ON “I AGREE” BUTTON, IT SHALL DEEM THAT YOU HAVE READ, UNDERSTOOD AND ACCEPTED THE TERMS AND CONDITIONS VOLUNTARILY AND FREELY CONSENTED AND AGREED TO BE BOUND BY THESE EUTCs, WHICH YOU ARE HEREBY STOPPED TO DENY OR DEFEND AT ANY POINT OF TIME HEREAFTER.
These EUTCs set forth herein and executed on the day and date of its electronic acceptance, by Subscriber, in favor of DirectFN and/or its Affiliate/s (hereinafter referred to as “DirectFN ”) apply to the use of the Services by Subscriber and binds Subscriber for compliance of all the terms and conditions stipulated herein.
In these EUTCs the following words and expressions shall, unless the context otherwise requires, have the following meanings :
means a legal entity that controls, is controlled by or is under the common control with DirectFN, but only while that control relationship exists. To "Control" means the direct or indirect ownership or power to control of more than 50% of the issued shares or other securities of an entity or of the voting rights attached to the issued shares or other securities of such entity; or the power to control, directly or indirectly, the appointment of more than 50% of any board of directors or governing body of such entity,
means any day except the day that is declared as holiday by the government or head of state of the Kingdom of Saudi Arabia.
"Claims" or "Losses":
means any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, judgments, settlements, and expenses of whatever nature, including, without limitation, i) direct, indirect, punitive, special, consequential and incidental damages, and ii) administrative costs, litigation costs, and attorneys' and auditors' fees and disbursements.
means DirectFN LTD a company duly incorporated under the laws of the Kingdom of Saudi Arabia.
“End User Agreement”:
means the entire agreement (including any subscription form/application form/order form/invoice/quotation (electronic or otherwise) and these EUTCs) agreed between Subscriber and DirectFN for the provision of the Services to Subscriber.
“Force Majeure Event”:
means any circumstances beyond the reasonable control and without the gross negligence or willful conduct of Subscriber or DirectFN including, without limitation, inability or delay caused through acts of God, fire, flood, war, riots, civil strike, terrorism, blockade, sabotage, rationing, embargoes, epidemics, earthquakes, industrial dispute of any kind (other than disputes involving that Party's own employees or the employees of an Affiliate of that Party), lightning, explosion, civil commotion, malicious damage, storm, tempest, supply shortages, equipment failures, or software malfunctions, acts or omissions of Information Provider/s or any third party, act of government in its sovereign or contractual capacity, acts of public enemy, acts of civil or military authority, or other regulatory authority, acts or omissions of persons or bodies for whom the Party affected thereby is not responsible.
means creations of the mind: inventions, literary and artistic works, and symbols, names, images, and designs used in commerce such as copyright and related rights, trademarks, geographical indications, industrial designs, patents, protection of undisclosed information, control of anti-competitive practices in contractual licenses.
“Intellectual Property Rights”:
means rights in Intellectual Property anywhere in the world, whether or not they are registered.
means financial information including but not limited to market prices, volumes, news and all other information as transmitted by DirectFN through the Service.
means a legal entity which provides Information to DirectFN, so as to enable DirectFN to process the same and use the Information whilst providing the Services to Subscriber. For the purpose of these EUTCs, Information Provider shall include all current and/or future entity/entities who shall supply Information to DirectFN, from time to time.
means DirectFN and/or Subscriber as applicable.
means market data as released by each Information Provider, with no built in delay.
means any person whether natural person or artificial legal entity who has subscribed for the Services and executed these EUTCs, in favor of DirectFN.
means the fees as may be applicable to Subscriber and indicated in the relevant subscription form/application form/order form/invoice/quotation (electronic or otherwise),
means the information system operated by DirectFN, which collects, processes and disseminates the Information.
means and includes transmission, reception and dissemination of financial market information and other related content by DirectFN to Subscriber, through its suite of products. The right to use the Service offered by DirectFN is personal to Subscriber and is not transferable to any other person or entity.
means the software in the System provided by DirectFN and includes computer software, programs and associated media, printed material, “online” or electronic documentation, and internet based services.
means the period mentioned in any subscription form/application form/order form/invoice/quotation as valid for the use of the Services or the period which begins on the day that DirectFN has authorized access to the Services upon Subscriber proceeding with the installation of any of the Software and continues until the Services are terminated or suspended in accordance with these EUTCs.
1. Intellectual Property Rights:
Subscriber acknowledges, agrees and confirms that DirectFN and the Information Provider/s have Intellectual Proprietary Rights in certain trademarks, service marks, trade names, corporate names and in the Information that originates on or derives from markets regulated or operated by the Information Provider/s which constitute to be Intellectual Property of the DirectFN or Information Provider/s. Subscriber agrees not to use such Intellectual Property in any way, which would infringe the rights of DirectFN and the Information Provider/s. Subscriber agrees not to alter, remove, or obscure any copyright notices or other proprietary notices as furnished by DirectFN or to use in any manner Direct FN’s or Information Provider’s trademarks or service marks.
DirectFN hereby grants and Subscriber hereby accepts a limited and restricted license for the Software and the supplied documentation (the "Documentation") for personal use, on a non- exclusive, non-assignable and non-transferable basis. The Software is proprietary to DirectFN or its Affiliate/s. Subscriber's receipt of the Services does not constitute a sale of the Software. The rights and interests in the Intellectual Property and/or the Software rest with DirectFN. Subscriber agrees not to alter, decompile, or disassemble or reverse engineer or otherwise determine or attempt to determine source code or the executable code of the Software or create any derivative works based upon the Software, or authorize any third party to do so; rent, lease, distribute, or resell the Software, or attempt to do any of the foregoing. Subscriber shall not obfuscate, remove or alter any of the logos, trademarks, internet links, patent or copyright notices, confidentiality or proprietary legends or other notices or markings that are on or in the Software or the related Documentation. As licensee, Subscriber owns the media on which the Software is originally or subsequently recorded, but none of the content placed thereon. The license granted herein is limited to the tenure of these EUTCs and shall automatically be revoked on the expiry of the Term or its earlier determination whichever is earlier.
3. Password Policy:
4.Authorized Use of Information
The Subscription Fees currently charged is for the Services and other financial content and may be amended by DirectFN from time to time without notice. The Subscription Fees is payable monthly, quarterly, half-yearly or annually in advance subject to such levies, taxes, fees and duties that shall be payable by Subscriber, to DirectFN or the Stock Exchange or any other authority as the case may be. This Subscription Fee is non-refundable. DirectFN reserves the right to recover any outstanding Subscription Fees due and payable by Subscriber through legal recourse.
6. Information from Subscribers:
All Information provided to Subscriber pursuant to these EUTCs are being provided at the request of Subscriber. DirectFN shall request in writing any additional information from the Subscriber required by any Information Provider/s or their auditors. Failure to promptly provide the requested information shall result in immediate suspension of access to the Services until such time the request is complied with.
By reason of the relationship hereunder, Subscriber shall have access to certain information and materials concerning the Software, that are confidential and of substantial value to DirectFN, which value would be impaired if such information were disclosed to third parties ("Confidential Information"). Confidential Information of DirectFN shall include, without limitation, information specifically designated as confidential, the features and functions of the Services that are not available to the general public via the public internet (including screen shots of the same), future product plans, any documentation or specifications provided to Subscriber, the commercial terms (including pricing) of these EUTCs but not the mere existence of these EUTCs, any order form/s, statements of work, schedules, addenda or amendments to these EUTCs, performance and security test results, and any other proprietary, financial or business information supplied to Subscriber by DirectFN. Subscriber agrees that it will not and will ensure that its employees, agents and contractors will not make use of (except in furtherance of these EUTCs), disseminate, or in any way disclose any Confidential Information of the DirectFN to any person, firm or business, except for any purpose DirectFN may hereafter authorize in writing. Subscriber will treat all Confidential Information with the same degree of care as it accords to its own Confidential Information, and shall exercise reasonable care to protect its own Confidential Information. Notwithstanding the foregoing, "Confidential Information" shall not include:
10.Disclaim of Liability:
NEITHER DirectFN NOR THE INFORMATION PROVIDER/S SHALL BE LIABLE TO THE SUBSCRIBER OR ANY OTHER PERSON, REGARDLESS OF THE CAUSE FOR ANY ERRORS, INACCURACIES OR OMISSIONS OF THE SERVICES OR INFORMATION, OR FOR ANY DELAY OR INTERRUPTION IN THE TRANSMISSION THEREOF TO SUBSCRIBER, OR FOR ANY CLAIMS OR LOSSES ARISING THERE FROM. DirectFN HEREBY EXPRESSLY DISCLAIMS ALL LIABILITY FOR LOSSES OR DAMAGES OF ANY KIND WHETHER DIRECT OR INDIRECT, CONSEQUENTIAL, COMPENSATORY, ACTUAL, PUNITIVE, SPECIAL, INCIDENTAL OR EXEMPLARY, ARISING OUT OF THE USE OF THE SERVICES OR THE REFERENCE AND RELIANCE ON ANY INFORMATION OBTAINED ON OR THROUGH THE SYSTEM.
11.Exclusions and Limitations:
Some jurisdictions bar limitation or exclusion of certain warranties, representations and conditions or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations of these EUTCs may not apply to Subscriber.
12.Default by Subscriber:
DirectFN shall construe the following to be events of default by Subscriber i.e. If DirectFN determines that:-
13.Termination by Subscriber:
Subscriber may terminate these EUTCs by giving one (1) month written notice to DirectFN. Upon such termination, Subscriber shall not be entitled to any refund of Subscription Fees (if any) and immediately cease all use of the Information provided by DirectFN.
14.Termination by Mubasher:
Subscriber shall not assign these EUTCs or any of Subscriber rights and obligations hereunder without the prior written consent of DirectFN. DirectFN may assign all or any of its rights and obligations under these EUTCs, without seeking any consent of Subscriber, to an Affiliate or a surviving entity, in the case of merger or sale of all or substantially any of the assets of DirectFN.
16.Governing Law and Jurisdiction:
This End User Agreement shall be construed in accordance with and governed in all respects by the laws of the Kingdom of Saudi Arabia and the Parties submit to the exclusive jurisdiction of Riyadh courts in respect of all legal proceedings which may arise in any way whatsoever out of this End User Agreement.
Neither Subscriber nor DirectFN shall be liable for delay or failure in performance of any of the acts required by these EUTCs when such delay or failure arises from Force Majeure Event/s. The time for performance of any act delayed by such Force Majeure Event/s may be postponed for a period equal to the period of the delay.
Any applicable subscription form/application form/order form/invoice/quotation whether electronic or otherwise (eg. covering the Term, method of payment, price etc.) if any and/or these EUTCs as the case may be constitute the entire agreement between Subscriber and DirectFN and govern the use of the Services by Subscriber, superseding and cancelling all previous or contemporaneous written and oral terms and conditions, communications and other understandings between DirectFN and Subscriber related to the subject matter of these EUTCs and the provision of the Services.
DirectFN reserves the right to vary, amend and/or substitute these EUTCs, including any applicable Subscription Fees from time to time without prior notice to Subscriber. Such amendments shall be posted in DirectFN’s website (currently at www.mubasher.net) and shall be deemed to be effective and binding on Subscriber. In the event Subscriber does not agree to the new terms and conditions made by DirectFN, after making payment of outstanding dues (if any) Subscriber will have the right to terminate these EUTCs, by written notice to DirectFN.
21.Effective Date of EUTCs
The effective date of these EUTCs shall be the date Subscriber pays the applicable Subscription Fees. However, Subscriber shall be bound by these EUTCs on the acceptance of the same. These EUTCs shall be deemed to have been accepted by Subscriber, upon Subscriber subscribing his/her/its signature to this document or electronically accepting the same.
23.CUSIP Global Services:
"Subscriber agrees and acknowledges that the CUSIP Database and the information contained therein is and shall remain valuable intellectual property owned by, or licensed to, CUSIP Global Services ("CGS") and the American Bankers Association ("ABA"), and that no proprietary rights are being transferred to Subscriber in such materials or in any of the information contained therein. Any use by Subscriber outside of the clearing and settlement of transactions requires a license from CGS, along with an associated fee based on usage. Subscriber agrees that misappropriation or misuse of such materials will cause serious damage to CGS and ABA, and that in such event money damages may not constitute sufficient compensation to CGS and ABA; consequently, Subscriber agrees that in the event of any misappropriation or misuse, CGS and ABA shall have the right to obtain injunctive relief in addition to any other legal or financial remedies to which CGS and ABA may be entitled."
"Subscriber agrees that Subscriber shall not publish or distribute in any medium the CUSIP Database or any information contained therein or summaries or subsets thereof to any person or entity except in connection with the normal clearing and settlement of security transactions. Subscriber further agrees that the use of CUSIP numbers and descriptions is not intended to create or maintain, and does not serve the purpose of the creation or maintenance of, a master file or database of CUSIP descriptions or numbers for itself or any third party recipient of such service and is not intended to create and does not serve in any way as a substitute for the CUSIP MASTER TAPE, PRINT, DB, INTERNET, ELECTRONIC, CD-ROM Services and/or any other future services developed by the CGS.”
"NEITHER CGS, ABA NOR ANY OF THEIR AFFILIATES MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, AS TO THE ACCURACY, ADEQUACY OR COMPLETENESS OF ANY OF THE INFORMATION CONTAINED IN THE CUSIP DATABASE. ALL SUCH MATERIALS ARE PROVIDED TO SUBSCRIBER ON AN "AS IS" BASIS, WITHOUT ANY WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE NOR WITH RESPECT TO THE RESULTS WHICH MAY BE OBTAINED FROM THE USE OF SUCH MATERIALS. NEITHER CGS, ABA NOR THEIR AFFILIATES SHALL HAVE ANY RESPONSIBILITY OR LIABILITY FOR ANY ERRORS OR OMISSIONS NOR SHALL THEY BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT OR INDIRECT, SPECIAL OR CONSEQUENTIAL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE LIABILITY OF CGS, ABA OR ANY OF THEIR AFFILIATES PURSUANT TO ANY CAUSE OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE FEE PAID BY SUBSCRIBER FOR ACCESS TO SUCH MATERIALS IN THE MONTH IN WHICH SUCH CAUSE OF ACTION IS ALLEGED TO HAVE ARISEN. FURTHERMORE, CGS AND ABA SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR DELAYS OR FAILURES DUE TO CIRCUMSTANCES BEYOND THEIR CONTROL."
"Subscriber agrees that the foregoing terms and conditions shall survive any termination of its right of access to the materials identified above."