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Terms and Conditions

Headlands Tech Global Markets, LLC (the "Company," "we" or "us") owns and operates this website ("Website") and the Price Spotlight tool (the "Spotlight Tool") for itself and on behalf of its affiliates and related companies, including Headlands Technologies LLC. Your use of the Spotlight Tool is conditioned upon your consent to be bound by these Terms of Use, our Website Terms and Conditions, and our Online Privacy Policy. If you do not agree to be bound by these Terms of Use, our Website Terms and Conditions and the Online Privacy Policy, you may not use the Spotlight Tool. By checking the box below, you accept and agree to the following Terms of Use, as the same may be revised from time to time:

  1. "We", "us", "our" and "Headlands Tech" refer to Headlands Tech Global Markets, LLC and its affiliates and related companies, including Headlands Technologies LLC. However, this Agreement does not have the effect of making you, as a counterparty of one company within Headlands Tech, a counterparty of any other such company.
  2. You agree to use the Spotlight Tool in a manner consistent with these Terms of Use and all applicable laws.
  3. We may terminate your access to and use of the Spotlight Tool at any time and for any reason.
  4. This Agreement incorporates the Website Terms and Conditions and Online Privacy Policy set forth on this Website as the same may be modified from time to time.
  5. Subject to your compliance with these Terms of Use, we grant you a limited, non-exclusive non-transferable, non-sublicensable, non-assignable license to access and use the Spotlight Tool in your capacity as a broker-dealer or a registered investment advisor.
  6. You will need a log in (the "Log In") and password (the "Password") to access and use the Spotlight Tool. You are responsible for maintaining the confidentiality of your Log In and Password and for restricting access to your account. You agree that you are responsible for all activities that occur using your Log In and Password. You will notify us if you become aware that your Log In and/or Password have been compromised or have been disclosed to an unauthorized party.
  7. You shall pay for and be solely responsible for all trade tickets requested through the Spotlight Tool that have subsequently been confirmed and sent to you.
  8. The Spotlight Tool is delivered through an Internet connection. While we believe that your requested bid and inventory pricing is reliable, we do not guarantee the accuracy, timeliness or correct sequencing of the information, and there may be delays, interruptions, errors or inaccuracies in the transmission of such information, for which we take no responsibility. Rather, the trade ticket that we send you will state the agreed upon and final trading price.
  9. You agree that any bids or offers you request through the Spotlight Tool or otherwise are unsolicited by us and that we do not or have not furnished any recommendations or investment, legal, accounting, or tax advice relating thereto. You assume full responsibility for requesting bids or offers through the Spotlight Tool or otherwise and/or entering into any transactions resulting therefrom.
  10. You acknowledge that Headlands Tech or its licensors own and hold all intellectual property and proprietary rights, title and interest in the Spotlight Tool and that your use of the same does not transfer any rights in the same to you. You agree:
    • not to copy, reproduce, distribute, publish, display, perform, modify, or create derivative works from the Spotlight Tool. You may not remove or amend any trademark, copyright or other proprietary notice. Without limiting the generality of the foregoing, you may not distribute any part of the Spotlight Tool over any network, nor sell or offer it for sale. You may not copy, decompile, reverse-engineer, disassemble, modify, or create derivative works of the Spotlight Tool. Open Source software used in the Website is provided in accordance with the terms of the applicable Open Source Software license, and Headlands Tech is not a party to the same. We reserve all rights that are not specifically granted to you.
    • That you are expressly prohibited from presenting the Spotlight Tool in a setting created by you or a third party (e.g., through framing), particularly (but not exclusively) where that setting includes advertising or other materials that we have not authorized to be displayed with the Spotlight Tool.
    • That any of your questions, comments, or suggestions for improvements regarding the Spotlight Tool that you email, post, or otherwise transmit to Headlands Tech (your "Communications") will become the property of Headlands Tech. You hereby relinquish and assign to Headlands Tech the worldwide, royalty free, right and title to run, use, re-use, implement, copy, display, and create derivative works from, those Communications, including any ideas, concepts, know-how, or techniques contained in your Communications for any purpose.
  11. You agree to indemnify, defend, and hold us harmless from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from your use of the Spotlight Tool, including, but not limited to, any violation of this agreement, or any third party claims relating to any trades you make or made resulting from your use of the Spotlight Tool.
  12. You warrant that you will not upload or transmit any virus or other malware.
  13. The Spotlight Tool, any information provided from it and these Terms and Conditions are given and made in Illinois, U.S.A. This agreement is subject to Illinois law, without regard to its choice of law provisions, and suit, if any, must be brought exclusively within the courts of the State of Illinois, Cook County. You agree to submit to the jurisdiction of the courts located in the State of Illinois.
  14. THE SPOTLIGHT TOOL AND ALL SOFTWARE AND SYSTEMS USED OR PROVIDED AS PART OF THIS SPOTLIGHT TOOL ARE PROVIDED "AS IS" AND "AS AVAILABLE." WE HEREBY SPECIFICALLY DISCLAIM ANY AND ALL REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SPOTLIGHT TOOL CONTENT, FUNCTIONALITY, OR MATERIALS PROVIDED BY US HEREUNDER, INCLUDING, WITHOUT LIMITATION OF THE FOREGOING, ANY WARRANTY REGARDING OWNERSHIP, NON-INFRINGEMENT, ACCURACY, TIMELINESS, COMPLETENESS, AND AVAILABILITY, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THOSE ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
  15. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, WE DISCLAIM LIABILITY, AND YOU AGREE THAT WE ARE NOT LIABLE, FOR ANY LOSSES AND EXPENSES OF WHATEVER NATURE AND HOWSOEVER ARISING OUT OF YOUR USE OF THE SPOTLIGHT TOOL OR ANY WEBSITE WITH WHICH IT IS LINKED, INCLUDING WITHOUT LIMITATION ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOSS OF USE, LOSS OF DATA, LOSS CAUSED BY A VIRUS, CLAIMS OF THIRD PARTIES, OR OTHER LOSSES OF ANY KIND OR CHARACTER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF US, OUR LICENSORS, EMPLOYEES OR AGENTS TO YOU, OR ANY OTHER PARTY EXCEED, IN THE AGGREGATE ONE HUNDRED DOLLARS ($100). YOUR CLAIM FOR SUCH DAMAGES IS OUR SOLE LIABILITY, AND YOUR EXCLUSIVE REMEDY, IN THE EVENT OF THE BREACH BY US OF THIS AGREEMENT. THE FORGOING SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY YOU MIGHT HAVE. No action, regardless of form, arising out of this agreement may be brought by you more than twelve (12) months after the cause of action first arose.
  16. You and we agree, pursuant to the E-Sign Act ('the Electronic Signatures in Global and National Commerce Act, as it may be amended from time to time), to conduct transactions and communications electronically and to treat electronic tokens of assent from you and from us, as binding expressions of assent by you and by us to contracts.
  17. We may revise these Terms of Use from time to time by posting changes to them in the footer of the Spotlight Tool. Any such revisions shall be effective when posted and made available for your review online. Your continued use of the Website following such changes is your expression of assent to the modified terms.
  18. These Terms of Use and ancillary agreements you have signed in connection with the use of the Spotlight Tool contain the entire understanding between us with respect to any use of the Spotlight Tool. Should any part of the Terms of Use be declared invalid or unenforceable by a court of competent jurisdiction, this shall not affect the validity of any remaining portion and such remaining portion shall remain and such remaining portion shall remain in full force and effect as if the invalid portion of the Terms and Conditions had been eliminated.
  19. You agree that you have the authority to enter into and undertake the obligations set forth in this Terms of Use.