Terms of Use

These Terms of Use (the “Agreement”) are applicable to the: web pages, services, content, databases and information (collectively referred to as the “Services”) together with the agreements and software provided by Quest Global Holdings Limited (“Quest Global Holdings”) to which you may have access by using Quest Global Holdings’s website or, upon request, in hard copy. The content and information included in these Services are provided by Quest Global Holdings and its third party suppliers (collectively, the “Information Providers”). These Services are made available by Quest Global Holdings subject to the terms and conditions stated below.

Agreement

By using the Services, you are confirming your consent to be bound by the terms of this Agreement. If you do not agree, Quest Global Holdings is not willing to provide you with access to the Services and you should immediately discontinue your use of the Services.

You agree that Quest Global Holdings may modify this Agreement at any time in its sole discretion and without prior notice to you. Such changes will be posted online and will be effective upon posting. You should review this Agreement periodically to ensure familiarity with its then-current terms and conditions. Your continued use of the Services shall constitute your acceptance of this Agreement and your continued use of the Services following any modification of this Agreement shall constitute your acceptance to the Agreement, as amended. If you do not agree to the changes, you must notify Quest Global Holdings in writing or by telephone of your refusal and discontinue your use of the Services.

Use of the Services

No warranties made as to content; no responsibilities to update: Quest Global Holdings makes no warranty, express or implied, concerning this service. The services provided by us and our third party providers are on an “AS IS” basis at your sole risk. Quest Global Holdings expressly disclaims any implied warranty of merchantability or fitness for a particular purpose, including any warranty for the use or the results of the use of the services with respect to their correctness, quality, accuracy, completeness, reliability, performance, timeliness, or continued availability.

These Services are intended for your personal, non-commercial use.

By using the above-mentioned Services and the software provided by Quest Global Holdings, you acknowledge and agree that:

  1. You are permitted to store, display, analyze, modify, reformat, and print the information made available to you via these services only for your own use. You are not permitted to publish, transmit, or otherwise reproduce this information, in whole or in part, in any format to any third party without the express written consent of Quest Global Holdings. In addition, you are not permitted to alter, obscure, or remove any copyright, trademark or any other notices that are provided to you in connection with the information.
  2. You are required to read and abide by any additional terms and conditions that may be posted on this service from time to time concerning information obtained from specific third party providers. Such third party providers shall have no liability to you for monetary damages on account of the information provided to you via this service.
  3. You shall not use the Information for any unlawful or unauthorized purpose.
  4. The use and interpretation of the Services require skill and judgment, and you shall at all time exercise your own judgment in the use of the Services.
  5. You are responsible for all statements made and acts or omissions that occur while your user identification name (or “User Name”) and passwords are being used. You are responsible for protecting and securing your User Name and Password from unauthorized use and disclosure. If you become aware of, or believe there has been, any breach of security for any of your information stored on the Quest Global Holdings’s website, such as the theft or unauthorized use of your User Name, Password, or any other information, you will notify Quest Global Holdings immediately.
  6. The Services and the software have been prepared for informational purposes only without regard to any particular user’s investment objectives, financial situation, or means, and Quest Global Holdings is not soliciting any action based upon it.

Disclaimer of Warranties

Quest Global Holdings and the Information Provider(s) expressly disclaim all warranties of any kind, express or implied, including without limitation any warranty of merchantability, fitness for a particular purpose or non-infringement.

Although the Services provided have been obtained from sources deemed to be reliable, the Services are provided “AS-IS”, and Quest Global Holdings and/or any third-party Information Provider(s) provide the Services without responsibility for accuracy and correctness. By using the Services you agree that errors and/or omissions contained in such information shall not be made the basis for any claim, demand or cause of action against Quest Global Holdings or any Information Provider(s).

No liability for content; no liability arising from use:

Neither Quest Global Holdings nor any of its third-party Information Providers shall be liable for any direct, indirect, incidental, special or consequential damages arising out of or relating to this Agreement or resulting from the use or the inability to use the Services, including but not limited to damages for loss of profits, use, data or other intangible damages, even if such party has been advised of the possibility of such damages.

  1. Quest Global Holdings shall have no liability, contingent or otherwise, to you or to third parties, for the correctness, quality, accuracy, timeliness, reliability, performance, continued availability, completeness or delays, omissions, or interruptions in the delivery of the data and services available on this Web site or for any other aspect of the performance of this service or for any failure or delay in the execution of any transactions through this service.
  2. In no event will Quest Global Holdings be liable for any special, indirect, incidental, or consequential damages which may be incurred or experienced on account of you using the data or services made available on this Web site, even if Quest Global Holdings has been advised of the possibility of such damages. Quest Global Holdings will not bear any responsibility to inform you of any difficulties experienced by Quest Global Holdings or third parties, with respect to the use of the services or to take any action in connection therewith.

System Outages, Slowdowns, and Capacity Limitations/Delays in Order Routing, Executions, and Trade Reports

As a result of high Internet traffic, transmission problems, systems capacity limitations, and other problems, you may, at times, experience difficulty accessing the Web site or communicating with Quest Global Holdings through the Internet or other electronic and wireless services. Any computer system or other electronic devices, whether, it is yours, an Internet service provider’s or Quest Global Holdings’s can experience unanticipated outages or slowdowns, or have capacity limitations.

No representations made as to other sites or links.

This service may provide links to certain Internet sites (the “Sites”) sponsored and maintained by third parties. Quest Global Holdings is providing such links solely as a convenience to you. Accordingly, Quest Global Holdings makes no representations concerning the content of the Sites. The fact that Quest Global Holdings has provided a link to the Site does not constitute an endorsement, authorization, sponsorship, or affiliation by Quest Global Holdings with respect to the Site, its owners, or its providers. Quest Global Holdings has not tested any information, software, or products found on any of the Sites and therefore does not make any representations with respect thereto, including any representations regarding the content or sponsors of the Site, or the suitability or appropriateness of the products or transactions described therein.

Miscellaneous

By agreeing to the Terms of Use of the Services and the software you acknowledge and agree that Quest Global Holdings, in the interest of security, reserves the right to monitor your use of the Services on the website and that the resulting information may be used by Quest Global Holdings for internal business purposes.

Any claims arising from this Agreement will be governed by and construed in accordance with the laws of Malta and shall be subject to the exclusive jurisdiction of the Maltese Courts.

Effective Date: July 1, 2016

Terms of Use of the Online Facility

BEFORE GOING FURTHER WITH THE INSTALLATION, CUSTOMER MUST AGREE TO THESE TERMS. BY CLICKING THE ACCEPTANCE BUTTON OR ACCESSING THE SOFTWARE PROGRAM, CUSTOMER REPRESENTS IT UNDERSTANDS THIS AGREEMENT AND AGREES TO AND CONSENTS TO BE BOUND BY ALL TERMS OF THIS AGREEMENT AND TO THIS TRANSACTION BEING CONDUCTED BY ELECTRONIC MEANS, AND THE PERSON CLICKING THE ACCEPTANCE BUTTON REPRESENTS HE/SHE HAS THE AUTHORITY TO BIND THE CUSTOMER. Quest Global Holdings IS ALLOWING USE OF THE MARKET DATA AND PROPRIETARY INFORMATION IN CONSIDERATION OF CUSTOMER’S AGREEMENT TO THESE TERMS. IF CUSTOMER DOES NOT AGREE TO ALL TERMS OF THIS AGREEMENT, CUSTOMER MAY NOT ACCESS OR USE THE MARKET DATA OR PROPRIETARY INFORMATION.

This Agreement is between Quest Global Holdings and you and the company you represent if applicable (“Customer”).

1. Services

Services and Definitions

Quest Global Holdings will provide the Services to Customer pursuant to this Agreement. “Services” means providing information from exchanges and other information sources (“Market Data”) (such exchanges and sources are herein collectively, “Market Data Originators”) specified on the order from Customer accepted by Quest Global Holdings, during available transmission times, utilizing the Proprietary Information. “Proprietary Information” means software programs, protocols, displays, databases, manuals and supporting documentation, including the selection, arrangement, and sequencing of the contents of the Services, provided by Quest Global Holdings, but excluding Market Data. Customer’s “User Location”, “Billing Address” and “Notice Address” are as previously provided by Customer.

Computer Specifications

In order to receive the Services Customer will provide and maintain at its expense

  1. hardware and software meeting Quest Global Holdings’s minimum specifications as communicated to Customer prior to and after the execution of this Agreement and
  2. a User Location suitable for receiving the Services.

Quest Global Holdings is not required to maintain any of Customer’s property used in connection with the Services.

2. Term

This Agreement shall be effective as of the earlier of the date Customer first has access to the Market Data or Services or the date this Agreement is accepted by Customer. Unless terminated earlier in accordance with this Agreement, either party may terminate this Agreement by giving the other party at least 30 days advance written notice of the termination of this Agreement.

3. Market Data Compliance

Subscriber Addendum

Customer will sign and deliver all agreements (such as subscriber agreements) and other documents required by applicable Market Data Originators for receipt of Market Data. Customer will comply with subscriber agreements and applicable laws, regulations and Market Data Originator rules.

Restrictions

Customer and its employees may use the Market Data for its own internal business purposes only, and Customer will not transfer, transmit, display on any website, publish, redistribute or resell all or any part of the Services or Market Data, nor will Customer permit others to do the same or have access to the Services or Market Data. Subject to applicable limitations imposed by Market Data Originators, Customer may use limited and minor printed extracts of screen displays of Market Data in Customer’ business, if all proprietary notices including copyrights are properly included. Customer will be responsible for the persons having access to the Market Data by or through Customer and Customer will cause such persons to comply with this Agreement. Subscriber acknowledges and agrees that each of the Market Data Originators has exclusive and valuable property rights in and to its own Market Data, and that such Market Data constitutes confidential information, trade secrets and/or proprietary rights of each of the Market Data Originators. Market Data Originators retain all right, title and interest (except as otherwise licensed by the Market Data Originators) in and to the Market Data and any and all compilations thereof.

Disclosure of Customer Information

Quest Global Holdings is contractually and legally required to report certain non-public information to Market Data Originators and regulators, so Customer consents to Quest Global Holdings providing Customer’s name, addresses, telephone numbers, email addresses, account number, employee names, and other required information to Market Data Originators and regulatory agencies. Customer may revoke its consent to such disclosure by Quest Global Holdings at any time, but if the consent is revoked, Quest Global Holdings may terminate this Agreement on notice to Customer.

4. Proprietary Information

Protection

Services include Proprietary Information. Customer acknowledges the Proprietary Information is proprietary and unique to Quest Global Holdings, as to which copyright, patent or other proprietary rights may be held by or licensed to Quest Global Holdings. Customer will not disclose, and will take or cause to be taken all necessary precautions to maintain the confidentiality of, the Proprietary Information (except that which is generally available to the public or previously known by Customer if not due to a breach of confidentiality obligations), will comply with all copyright, trademark, trade secrets, patent and other laws necessary to protect all rights in the Proprietary Information, and will not remove or conceal any copyright or other proprietary notice included in the Services. Customer will report the location of all copies of the Proprietary Information in Customer’s possession or control upon request and return them to Quest Global Holdings upon the termination of this Agreement.

Right to Use

Quest Global Holdings grants Customer a nonexclusive, nontransferable, nonsublicensable right to use the Proprietary Information, including the software contained therein, and the Market Data, for the term of this Agreement, only at the User Location and on the number of display terminals permitted under the Services subscribed to by Customer. Customer may not assign, copy, modify, merge, transfer, decompile or reverse engineer any of the Proprietary Information, or use the same in conjunction with any non-approved software or hardware. Customer’s rights to the Services, Market Data, and Proprietary Information cease upon termination of this Agreement.

5. Warranties, Disclaimers, and Limits of Liability

Warranty

Quest Global Holdings will make commercially reasonable efforts to provide Market Data in a prompt and accurate manner. If Customer notifies Quest Global Holdings of a defect in Market Data or Proprietary Information, Quest Global Holdings will use reasonable efforts to try to correct it, giving due regard to the nature and extent of the defect. Customer acknowledges that:

  1. it is not possible to produce software or transmit Market Data which is free of error or defect;
  2. Quest Global Holdings is not the originator of Market Data and in a real-time information service environment, it is not possible to identify or remedy every error prior to transmission;
  3. the Quest Global Holdings software programs are complex and may conflict with or be degraded or corrupted by other software applications operated by Customer on the same computer system; and
  4. the Internet is subject to inherent limitations due to many factors including overloads, delays, disconnections, conflicts and interruptions. Customer acknowledges Quest Global Holdings has no knowledge of and Customer is solely responsible for the use that Customer makes of Market Data and the reliance that Customer places on Market Data and Services.

DISCLAIMER. THE RIGHT TO THE SERVICES AND TO USE THE PROPRIETARY INFORMATION AND MARKET DATA IS GRANTED “AS IS” AND “WITH ALL FAULTS”. NEITHER Quest Global Holdings NOR ANY MARKET DATA ORIGINATOR MAKES ANY REPRESENTATIONS, GUARANTIES OR WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHETHER EXPRESS OR IMPLIED, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT OR, IN THE CASE OF MARKET DATA ORIGINATORS, IN CUSTOMER’S AGREEMENTS WITH THEM. CUSTOMER ACKNOWLEDGES IT HAS NOT RELIED UPON ANY REPRESENTATION, GUARANTY OR WARRANTY MADE BY Quest Global Holdings EXCEPT AS EXPRESSLY STATED HEREIN.

No Liability for Losses

Customer acknowledges Quest Global Holdings, its employees, agents, contractors, and Market Data Originators, will not be liable for any loss (including without limitation trading losses and lost profits), cost or damage, suffered or incurred by Customer or any third party arising out of any lost data, faults, interruptions or delays in the Services, or inaccuracies, errors or omissions in the information contained in the Services as supplied to or contributed by Customer, however such matters arise, unless due to Quest Global Holdings’s gross negligence or willful misconduct.

Limit of Liability

Notwithstanding any provision hereof, in no event will

  1. Quest Global Holdings or Market Data Originators be liable for any lost profits or indirect, incidental, special, punitive, consequential or similar damages with respect to the Services, the Proprietary Information or the Equipment even if advised of the possibility of such damages;
  2. the aggregate liability of Quest Global Holdings and Market Data Originators, their affiliates, employees or agents, direct or indirect, arising out of or in connection with this Agreement, exceed an amount equal to the monthly charges paid by Customer in the month in which the claim against them arose, regardless of the cause or form of action, whether claims are grounded in contract or tort; nor
  3. Quest Global Holdings and Market Data Originators be liable to Customer on any claim that arose more than one (1) year before the institution of a suit thereon. The parties agree this Agreement reflects a reasonable allocation of risk and limitation of liability. If some jurisdictions do not allow the exclusion or limitation of liability for certain damages, in such jurisdictions, the liability limits in this paragraph shall be limited in accordance with this Agreement to the extent permitted by law.

6. Indemnification

By Customer

Customer will defend, indemnify and hold harmless Quest Global Holdings and Market Data Originators, and their directors, employees, representatives, agents, and contractors from and against any claim, loss, liability, cost or damage, including reasonable attorneys fees, arising from

  1. Customer’s breach of this Agreement;
  2. any third party accessing, or receiving advice based on, the Services, Market Data or Equipment by or through Customer’s acts or omissions; or
  3. any information entered into the ORS by or through Customer’s acts or omissions.

By Quest Global Holdings

Quest Global Holdings will indemnify and hold Customer harmless from and against any claim of infringement of a United States patent or copyright based upon use of the Proprietary Information which is not a Customer breach of this Agreement, provided Customer gives Quest Global Holdings prompt notice of and the opportunity to defend any such claim and Customer cooperates in the defense thereof. Quest Global Holdings will have the right to settle such claim, and, at Quest Global Holdings’s option, provide Customer

  1. a paid-up license; or
  2. substitute functionally equivalent Proprietary Information.

7. Termination

Defaults

The following events constitute “Defaults” under this Agreement:

  1. a breach by either party of a provision of this Agreement which is not cured within 10 days after written notice of such breach, provided that for Customer’s default in payment of any sum due Quest Global Holdings, the cure period shall be 5 days from the date of notice of the default, and no notice or cure period is required for Customer’s breach of Sections 1(b) or 3; or
  2. a party’s making an assignment for the benefit of its creditors, or the filing by or against the party of a voluntary or involuntary petition under any bankruptcy or insolvency law, which petition is not dismissed within 60 days from the filing thereof.

Customer’s Remedies

Upon a Default by Quest Global Holdings, Customer may terminate this Agreement by notice to Quest Global Holdings.

Quest Global Holdings’s Remedies

Upon a Default by Customer, Quest Global Holdings may terminate this Agreement on notice to Customer, and recover from Customer all charges due and possession of Quest Global Holdings’s property. Quest Global Holdings shall also be entitled to injunctive and other equitable relief against Customer for breaches of this Agreement. Quest Global Holdings’s rights and remedies are cumulative and not exclusive.

Return of Quest Global Holdings Property

Upon the termination of this Agreement, Customer will return at its expense and in a safe and commercially reasonable manner the Proprietary Information, Equipment and other property of Quest Global Holdings.

8. Order Routing Service

The terms in this Section apply only if Quest Global Holdings provides Customer with access to Quest Global Holdings’s electronic order/trade routing service (“ORS”), and if so provided, the ORS shall be deemed to be part of the Services.

License

Subject to Customer’s subscribing to the ORS, Quest Global Holdings will grant Customer non-exclusive and non-transferable access to use the ORS solely for purposes of routing orders, trades and related information among Customer, exchanges and brokers or dealers with whom Customer has an account and who have entered into an ORS agreement with Quest Global Holdings (“Broker”). Customer must notify Quest Global Holdings of the identity of the Broker(s), and Customer may access the ORS after Broker has authorized Customer to use the ORS. Customer may access the ORS only through the terminals Customer is authorized to use for the receipt of the Services. Quest Global Holdings may be compensated by Broker for transactions made through the ORS.

Order Acceptance by Broker

Customer acknowledges and agrees:

  1. use of the ORS, and all orders and information placed through the ORS, are at Customer’s sole risk and orders, trades and other information may not be received by Broker, Customer or the exchanges due to technical problems;
  2. all orders are subject to acceptance by the Broker and the limitations and parameters established by the Broker and the applicable exchanges; and
  3. Broker may be responsible for routing orders/trades and confirmations between the ORS and the appropriate trading exchanges.

No Advice

Customer represents it is financially sophisticated and experienced in the type of trading to be routed through the ORS. Customer understands that Quest Global Holdings, in granting the Customer access to the ORS, is offering order/trade routing services and an information conduit only, and Quest Global Holdings does not offer any advice regarding the nature, potential value or suitability of any particular transaction or investment strategy. NOTHING IN THIS AGREEMENT OR IN Quest Global Holdings’S PERFORMANCE SHALL BE CONSTRUED AS A SOLICITATION OR RECOMMENDATION TO USE ANY BROKER OR DEALER, BUY OR SELL ANY SECURITY OR INSTRUMENT OR ENGAGE IN ANY TRANSACTION.

Technical Problems

  1. Customer understands that technical problems or other conditions may delay or prevent persons from entering or canceling an order or receiving information through the ORS. Customer agrees Quest Global Holdings shall not be liable for, and Customer will not hold or seek to hold Quest Global Holdings liable for, any loss, cost or damage (including trading losses or data losses) suffered or incurred by Customer or any third party arising out of
    1. any use or reliance on the ORS or its content; or
    2. any interruptions, failures (including access and security failures and unauthorized use or access by third parties), faults or delays in or related to the ORS or out of any errors, omissions or inaccuracies in the information transmitted through the ORS to or by any person, however such interruptions, failures, faults, delays, errors, omissions or inaccuracies arise, unless due to Quest Global Holdings’s gross negligence or willful misconduct.
  1. ADDITIONALLY, Quest Global Holdings DOES NOT WARRANT, REPRESENT OR GUARANTY THAT (1) CUSTOMER OR BROKER WILL BE ABLE TO ACCESS OR USE THE ORS AT TIMES OR LOCATIONS OF THEIR CHOOSING, (2) Quest Global Holdings WILL HAVE ADEQUATE CAPACITY FOR THE ORS AS A WHOLE OR IN ANY GEOGRAPHIC LOCATION, OR (3) THE ORS OR ANY SOFTWARE RELATED THERETO IS VIRUS-FREE OR WILL PROVIDE UNINTERRUPTED AND ERROR-FREE SERVICE. (3) Quest Global Holdings RESERVES THE RIGHT TO SUSPEND SERVICE AND DENY ACCESS TO THE ORS WITHOUT PRIOR NOTICE DURING SCHEDULED OR UNSCHEDULED SYSTEM MAINTENANCE OR UPGRADING. FOR THE AVOIDANCE OF DOUBT, THE DISCLAIMERS IN SECTION 7 ABOVE APPLY TO THE ORS.

Access Termination

Quest Global Holdings may terminate Customer’s access to the ORS without notice for any reason, including but not limited to pursuant to a request from Broker, or due to Customer’s breach of this Agreement, or a breach or termination of Quest Global Holdings’s agreement with Broker or the applicable exchange. Customer understands that Broker also may have the right and ability to disable Customer’s access to the ORS.

Property Rights

Any and all materials (including software) that Quest Global Holdings provides to Customer in connection with the ORS are the property of Quest Global Holdings and are intended only for Customer’s use in connection with accessing the ORS. Customer shall not copy, sell or distribute such materials to others, nor permit access to the ORS by others. Customer shall not delete any copyright notices or other indications of protected intellectual property rights from such materials, including those that Customer prints or downloads from the ORS.