NEWER ICAP IPHONE APPLICATION TERMS OF USE AND REQUEST FOR LOGIN

1. Subject to the terms below, ICAP Securities USA LLC (together with its affiliates, “ICAP”) grants to you a revocable, non-exclusive, non- transferable license to certain technology known as “ICAP iPhone Application” and any data provided to you through the use of ICAP iPhone Application on a view-only and non-executable basis (collectively, “Licensed IP”). Licensed IP is provided for your use solely in respect of any trading activity conducted by you as an employee of a customer of ICAP that has entered into a contract with ICAP. ICAP may alter the content of Licensed IP, or suspend or cease providing Licensed IP to you, at any time and from time to time in its sole discretion.
2. Save as provided in Clause 1 above, you agree that: (i) Licensed IP shall not be used to provide data or services to any other person; (ii) Licensed IP shall not be leased, licensed, transferred, retransmitted, resold, disclosed or otherwise made available to any other person in any form whatsoever; (iii) Licensed IP shall not be modified, varied or decompiled or any data be derived from Licensed IP; and (iv) Licensed IP shall not be used in any way whatsoever in connection with pricing engines, risk management systems, credit applications, portfolio management or mark-to-market functions. You agree to comply with all reasonable instructions notified to you by ICAP from time to time in relation to your access to and use of Licensed IP.
3. All right, title and interest in the Licensed IP shall remain in the possession of, and owned by, ICAP, subject to the limited right of use granted hereby to you but solely in accordance with the terms and conditions set forth herein.
4. TO THE EXTENT NOT PROHIBITED BY LAW, ALL LICENSED IP IS PROVIDED HEREUNDER ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND ICAP DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, ANY AND ALL REPRESENTATIONS AND WARRANTIES WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO LICENSED IP, INCLUDING WARRANTIES OF MERCHANTIBILITY, OR SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE (EVEN IF ON NOTICE OF SUCH PURPOSE), TITLE AND NON-INFRINGEMENT OF ANY SOFTWARE OR OTHER INTELLECTUAL PROPERTY PROVIDED HEREUNDER AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR CUSTOM OR TRADE USAGE. ICAP DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, THAT LICENSED IP WILL MEET YOUR REQUIREMENTS, THAT THE DELIVERY OF LICENSED IP WILL BE UNINTERRUPTED OR ERROR FREE, THAT LICENSED IP WILL BE AVAILABLE DURING ANY SPECIFIED TIME PERIODS OR THAT LICENSED IP WILL OPERATE IN CONJUNCTION, OR BE COMPATIBLE, WITH ANY HARDWARE, SYSTEM, EQUIPMENT OR OTHERWISE. NONE OF ICAP NOR ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, INCLUDING ANY SOFTWARE OR DATA PROVIDER OR SUBCONTRACTOR (THE “ICAP PARTIES”), SHALL BE LIABLE TO YOU, THE CUSTOMER OR ANY OTHER PARTY WITH RESPECT TO (I) THE ACCURACY, COMPLETENESS, RELIABILITY, TIMELINESS, CURRENCY OR QUALITY OF LICENSED IP OR (II) FOR ANY LOSS OF PROFIT, DATA, BUSINESS OR GOODWILL OR FOR ANY INDIRECT OR CONSEQUENTIAL LOSS OR SPECIAL DAMAGE ARISING IN CONNECTION WITH YOUR USE OF LICENSED IP OR OTHERWISE RELATING TO THIS AGREEMENT (IN EACH CASE WHETHER ARISING FROM NEGLIGENCE, BREACH OF CONTRACT OR OTHERWISE) EVEN IF ICAP HAS BEEN NOTIFIED OF THE POSSIBILITY OF THAT DAMAGE OR LOSS. PROVISION OF LICENSED IP SHALL NOT BE CONSTRUED AS AN OFFER TO BUY OR SELL ANY FINANCIAL INSTRUMENTS. THE AGGREGATE LIABILITY OF THE ICAP PARTIES UNDER THIS AGREEMENT, WHETHER ARISING FROM NEGLIGENCE, BREACH OF CONTRACT OR OTHERWISE, SHALL NOT IN ANY EVENT EXCEED US$5,000 IN THE AGGREGATE.
5. You agree to keep confidential all Confidential Information and shall not disclose such Confidential Information in any form to any other person without ICAP’s prior written consent. “Confidential Information” means all information of a confidential or proprietary nature relating to any ICAP Party disclosed to you.
6. By agreeing to these terms, you hereby acknowledge that your employer has granted you permission to download ICAP iPhone Application onto your workstation and on your work or personal mobile device.
7. By agreeing to these terms by clicking “Accept” button, you, individually and in any capacity you are authorized to enter into any agreement on behalf of your employer, are agreeing to be bound by the terms above. If you are not prepared to agree to these terms, do not use any Licensed IP or any portion thereof, as you have no right to do so.