Terms & Conditions of www.mtn-i.com

mtn-i is an information and communication platform for MTN, Structured Note and Private Placement issuers, dealers, investors and advisors. Please read these terms and conditions carefully before proceeding.

These terms and conditions apply to all use of this site and to all services provided by mtn-i by means of this site.

By registering with mtn-i and agreeing to these terms and conditions you will receive free access to its services for an initial period.

You may be asked to enter into a Subscription Agreement in order to continue to have access to the services.

By registering with mtn-i and agreeing to these terms and conditions you are not making any commitment to subscribe to the services, but in the event that you later enter into a Subscription Agreement, the terms and conditions of that subscription will be governed by these terms and conditions.

 

1                Definitions

1.1             In these terms and conditions the following expressions shall have the following respective meanings:

“Fees” means the fees payable to mtn-i pursuant to a Subscription Agreement in respect of the use of the Service;

“Group Member” has the meaning given in Clause 5.1;

“Member” means any person, firm or company which has registered with mtn-i and whose registration has been accepted by mtn-i in accordance with Clause 3;

“mtn-i” means mtn-i Limited, a company incorporated in England & Wales under number 4063771 whose registered office is at Sterling House, Gerrard’s Cross, Buckinghamshire, SL9 8EL.

“Service” means the information and communication services relating inter alia to transactions in MTNs, Structured Notes and Private Placements, provided by mtn-i to Members in accordance with these terms and conditions;

“Subscriber” means any Member which has entered into a Subscription Agreement in accordance with Clause 4;

“Subscription Agreement” means an agreement between mtn-i and a Member for the provision of any part of the Service on a charging basis;

“Site” means the internet site operated by mtn-i and accessible through the internet address www.mtn-i.com; and

“User” means the individual person authorised by a Member to access the Site under these terms and conditions.

1.2             Headings have been included for convenience only and will not be used in construing any provision in these terms and conditions.

1.3             References to statutory provisions shall be construed as references to those provisions as amended or re-enacted or as their application is modified by other provisions from time to time and shall include references to any provisions of which they are re-enactments (whether with or without modification).

1.4             All agreements from time to time entered into by mtn-i relating to the use of this Site or the provision of the Service shall be deemed to incorporate these terms and conditions which shall override any terms and conditions stipulated, incorporated or referred to by any Member or other user in any order, correspondence, negotiations or in any other way.

2                Use of this Site

2.1             By using this Site or registering with mtn-i for the use of the Service, each user agrees to adhere to these terms and conditions.

2.2             mtn-i is the owner of the mtn-i trademark and get-up. All other trademarks, product names, company names and logos referred to on this Site are the property of their respective owners.

2.3             The design, text and graphics and the selection or arrangement of features of this Site are the copyright of mtn-i or its respective licensors. Permission is granted to electronically copy and print in hard copy portions of this Site for the sole purpose of registering with mtn-i or entering into a Subscription Agreement. Unless permitted by these terms and conditions, all other use of materials on this Site without the prior written consent of mtn-i is strictly prohibited.

2.4             This Site may contain links to third party websites which are not under the control or operation of mtn-i. mtn-i does not endorse, and is not responsible for, the operation or content of any linked site.

3                Registration

3.1             A person wishing to use the Service must apply for registration by completing and submitting to mtn-i an application in the form specified by mtn-i from time to time.

3.2             As part of the registration application process, each person shall be asked to declare their role as either an issuer, dealer, investor or other (as applicable) for the purpose of the Service in accordance with such criteria as mtn-i may adopt from time to time.

3.3             mtn-i reserves the right to verify and authenticate any information relating to a Member’s registration and to terminate the registration of such Member if verification or authentication is not provided to mtn-i’s satisfaction.

3.4             mtn-i may refuse registration of a Member without giving reasons, and no correspondence will be entered into.

3.5             Information disclosed to mtn-i during the registration process (and as subsequently updated) may be used to identify the Member to other users of this Site or the Service and allow them to communicate directly with the Member using any messaging system provided by mtn-i or via the contact details supplied in respect of each Member.

3.6             Each Member warrants and undertakes to mtn-i that:

(a)             the registration information supplied by it in accordance with this Clause is true, accurate and complete, including without limitation in relation to its role category declaration in accordance with Clause 3.2; and

(b)             it will ensure that mtn-i is notified immediately, by use of the editing functions contained on this Site or by email to admin@mtn-i.com, of any subsequent changes to such registration information.

3.7             Registration is initially free of charge.

3.8             mtn-i reserves the right at any time to require a Member to enter into a Subscription Agreement in order to continue to have access to the Service, for which Fees shall be charged by mtn-i to such Member. A Member will be under no obligation to continue its registration on the basis of such a subscription, but mtn-i reserves the right to terminate any registration should the relevant Member fail to enter into a Subscription Agreement on such terms as mtn-i may approve.

4                Subscription

4.1             A person wishing to enter into a Subscription Agreement must:

(a)             be registered with mtn-i pursuant to Clause 3 above; and

(b)             offer to subscribe for the Service by completing and submitting to mtn-i an application in the form specified by mtn-i from time to time.

4.2             Any offer made by a Member as referred to above shall be deemed to be subject to these terms and conditions, which shall be incorporated into any Subscription Agreement. No other terms or conditions delivered with or contained in the Member’s offer or other communications will form part of the Subscription Agreement.

4.3             No Subscription Agreement shall be deemed to have been concluded unless and until mtn-i has accepted the Member’s offer in writing or by email notice to the Member.

5                Group Subscription

5.1             mtn-i may agree to enter into a Subscription Agreement pursuant to Clause 4 with a person, firm or company (“Group Member”) in relation to the use of the Service by two or more Members who are bona fide employees, officers or representatives of the same Group Member.

5.2             Each Group Member shall pay the applicable Fees in respect of the use of the Service by each of its Members.

5.3             In addition to its obligations set out elsewhere in these terms and conditions, each Group Member irrevocably and unconditionally guarantees the due and punctual performance and discharge by each of the Members registered under its group registration of all their respective obligations and liabilities under these terms and conditions.

6                Security

6.1             In order to allow access to the Service, mtn-i will allocate each User a unique user ID and password.

6.2             Each Member acknowledges that the unique user ID and passwords allocated to each User are each for the exclusive use by that User only and undertakes to mtn-i not to disclose or permit to be disclosed or allow the use of its user ID or password to or by any other person. In the event of any breach of this Clause 6.2, mtn-i reserves the right to terminate the registration of the Member immediately without notice.

6.3             Each Member accepts responsibility for all use of the Service (including without limitation any information posted) by means of its user ID and password.

6.4             Each Member undertakes to notify mtn-i immediately upon becoming aware of any unauthorised use of its user ID or password.

7                Scope of the Service

7.1             Subject to the acceptance of the relevant Member’s registration in accordance with Clause 3 or conclusion of a Subscription Agreement, each Member is granted a limited licence to use the Service by viewing and posting information and communications for the Member’s personal and business use only. Except as permitted in Clause 7.2, any other copying or transfer to third parties, including but not limited to any forwarding of any information made available on this Site and informational communications from mtn-i, whether before or after termination of the relevant Member’s right of access, is strictly prohibited. For the avoidance of doubt, in the event that mtn-i reasonably believes that a Member has copied or transferred to third parties, including by way of forwarding, any such information contemplated in the foregoing, mtn-i reserves the right to charge that Member for such use.

7.2             Each Member may, as part of its ordinary course of business, create new documents, spreadsheets, graphics, reports, presentations or other materials (“New Materials”) containing information and data resulting from its manipulation or analysis of data, values, information and/or content contained on this Site whether alone or in conjunction with other data (“Derived Data”), subject to the relevant Member attributing the source of the Derived Data in the New Materials in the following form: “Source: mtn-i Limited”.

7.3             The duration of the licence granted to each Member is limited to:

(a)             the period during which the relevant Member remains registered with mtn-i; or

(b)             (if applicable) the Term of the relevant Subscription Agreement, subject to early termination by mtn-i or renewal in accordance with these terms and conditions

7.4             mtn-i reserves the right to extend, vary or reduce the specifications and functionality of the Service and to introduce technical innovations. In the event that the specifications and functionality of the Service are reduced by mtn-i, mtn-i shall notify the affected Members in writing as soon as reasonably practicable and the parties shall negotiate in good faith any necessary amendments to the relevant Subscription Agreement.

7.5             The Service will generally be available 24 hours a day, 7 days a week. This may however be subject to interruptions for the purpose of, for example but not limited to, maintenance work, upgrades or peak demand or other factors which are beyond the control of mtn-i.

7.6             Each Member acknowledges that it will only be permitted to access information posted by third parties where such third parties have authorised mtn-i to make such information available to the Member, and mtn-i gives no warranty as to the extent or quality of information that the Member may access through this Site.

8                Information Accessible by Members

8.1             The information made available on this Site and through the Service is for the purpose of information only and not financial, legal or any other type of advice, and is not intended to be a substitute for the exercise of the Member’s own judgement. mtn-i is not a broker, dealer, exchange, underwriter, placement agent, issuer or investment advisor, and does not recommend, market or advise in any capacity on the suitability of any security.

8.2             mtn-i does not endorse and is not responsible for any information posted by Members on this Site. Each Member acknowledges that the information and other materials available through the Service are the sole responsibility of the person from which such information and materials originated.

8.3             mtn-i does not regularly monitor and cannot control the information provided by Members which is made available through the Service or this Site.

9                Information Submitted by Members

9.1             By posting, submitting or transmitting information by means of the Service of this Site, each Member grants mtn-i a perpetual, worldwide, non-exclusive, transferable, royalty-free, irrevocable licence to use and disclose such information provided that mtn-i will use all reasonable endeavours to ensure that:

(a)             information designated by any Member as “private” will not be disclosed to other users of the Service; and

(b)             information designated by any Member as “internal” will not be disclosed to other users of the Service except for other Members within the group registration of the same Group Member.

9.2             mtn-i reserves the right (but does not undertake):

(a)             to monitor, review and edit contributions each Member makes by means of the Service; and

(b)             to verify and authenticate any information posted, submitted or transmitted by any Member by means of the Service and terminate the registration of such Member immediately without notice if verification or authentication is not provided to mtn-i’s satisfaction.

9.3             mtn-i reserves the right to access and disclose any information posted or supplied by means of the Service in the event of a complaint made by a recipient, or if required to do so in order to comply with any requirement of any applicable law, code of practice or disciplinary procedure or any direction of any competent regulatory authority.

9.4             mtn-i may collect, retain and use information about how this Site is being accessed and which content and services are being used. mtn-i also reserves the right to use cookies.

9.5             Each Member undertakes to mtn-i not to post or permit to be posted, submitted or transmitted by means of the Service or this Site any information which:

(a)             infringes any third party’s rights or any applicable law;

(b)             is threatening or harassing;

(c)             is obscene or indecent;

(d)             is false, inaccurate or misleading;

(e)             is fraudulent or involves any infringement of criminal or civil law; or

(f)              is derogatory of mtn-i or any associate of mtn-i.

10              Subscription Fees

10.1           In addition to its obligations as a Member under these terms and conditions, each Subscriber agrees to pay mtn-i the Fees due in accordance with the terms of the relevant Subscription Agreement.

10.2           All amounts expressed in these terms and conditions or in any Subscription Agreement as being payable to mtn-i are exclusive of value added tax or any other applicable sales taxes which the relevant Subscriber shall pay in addition, if applicable.

10.3           In the event that any role category declaration pursuant to Clause 3.2 is discovered to be false, mtn-i shall be entitled to claim the Fees applicable to the correct role category retrospectively and the Subscriber shall pay the outstanding Fees within 14 days of notice from mtn-i.

11              Members’ Obligations

11.1           Each Member undertakes to mtn-i:

(a)             not to use or permit the use of any software, device or routine which may in any way interfere or damage this Site or the data contained on it (including but not limited to worms, viruses and trojan horses);

(b)             not to intercept or expropriate (or permit the interception or expropriation of) any system data or personal information from this Site or the Service;

(c)             not to impose on the infrastructure of this Site a disproportionately large load, including but not limited to any mass e-mailing techniques;

(d)             not to use or permit the use of any automatic or manual device or process to monitor or copy any information contained on the Service or this Site;

(e)             not to disclose any of mtn-i’s content, functionality, proprietary configuration, or knowledge of how the system works to any third party without the express permission of mtn-i;

(f)              to ensure that its user name and password are not accessible to unauthorised third parties; and

(g)             not to delete or permit the deletion of any copyright, trade mark or other proprietary information, postings or notices appearing on any part of the Service.

12              Indemnity

12.1           Each Member shall defend, indemnify and hold harmless mtn-i against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the relevant Member’s use of the Site or Service (save for any claims within the indemnity given by mtn-i in Clause 12.2), provided that:

(a)             the Member is given prompt notice of any such claim;

(b)             mtn-i provides reasonable co-operation to the Member in the defence and settlement of such claim, at the Member’s expense; and

(c)             the Member is given sole authority to defend or settle the claim.

12.2           Subject to Clause 12.3, mtn-i shall defend each Member, its officers, directors and employees against any claim that the Service (save for any content provided by the Member) infringes any patent, copyright, database right or right of confidentiality, and shall indemnify the Member for any amounts awarded against the Member in judgment or settlement of such claims, provided that:

(a)             mtn-i is given prompt notice of any such claim;

(b)             the Member provides reasonable co-operation to mtn-i in the defence and settlement of such claim, at mtn-i’s expense; and

(c)             mtn-i is given sole authority to defend or settle the claim.

12.3           In the defence or settlement of a claim under Clause 12.2, mtn-i may obtain for the Member the right to continue using the Service, replace or modify the Service so that it becomes non-infringing or, if such remedies are not reasonably available, terminate these terms and conditions and any Subscriber Agreement without further liability to the Member. mtn-i shall have no liability under Clause 12.2 if the alleged infringement is based on:

 

(a)             a modification of the Service by anyone other than mtn-i or a third party acting on mtn-i’s instructions;

(b)             the Member’s use of the Service in a manner contrary to the instructions given to the Member by mtn-i; or

(c)             the Member’s use of the Service after notice of the alleged or actual infringement from mtn-i or any appropriate authority.

13              Limitation of Liability

13.1           mtn-i is providing the Service and this Site on an “as is” basis and makes absolutely no representation or warranty that the information provided by mtn-i  or any Member contained in it is accurate, complete or up-to-date.

13.2           Neither party will be liable to the other for any loss of profit, loss of production, anticipated savings, opportunities or any type of indirect, economic or consequential loss or damage howsoever incurred, even if that loss or damage was reasonably foreseeable or such party was aware of the possibility of that loss or damage arising.

13.3           mtn-i does not accept any responsibility for the proper functioning of internet infrastructures or transmission paths which are not within the control of mtn-i or those persons for whom it is vicariously liable. The nature of internet communications means that communications may be susceptible to data corruption, interception and delays.

13.4           Except for any liabilities under the indemnities given in these terms and conditions and subject to Clauses 13.1 to 13.3 (inclusive), the total liability of either party to the other (whether in contract, tort, including negligence, or otherwise) under or in connection with these terms and conditions or any Subscription Agreement will not exceed the total amount of fees paid by the Member in respect of the use of the Service.

13.5           Notwithstanding anything set forth in this Clause 13, neither party excludes or limits liability to the other party for fraud or fraudulent misrepresentation or death or personal injury caused by negligence.

14              Notices by mtn-i

Unless otherwise provided in these terms or by agreement between the parties, any notices given by mtn-i to a Member may be transmitted to the Member’s submitted e-mail address which the Member shall accordingly maintain for this purpose. Notices shall be deemed to have been received by the Member when accessible at such e-mail address (or when it would have been accessible had such email address been maintained), irrespective of the date on which the Member actually accesses the relevant message.

15              Renewal and Termination

15.1           Until a Subscription Agreement between mtn-i and a Member is signed by both parties, either party shall be entitled to terminate the registration of such Member by notice to the other with immediate effect.

15.2           Each Subscription Agreement shall begin on the Start Date, last for the Initial Term stated on the Subscription Agreement and continue thereafter for successive periods of equal duration to the Initial Term (each successive period being a “Renewal Period”) unless mtn-i or the relevant Member provides written notice to the other prior to the expiry of the Initial Term or relevant Renewal Period. Any Renewal Period will be subject to the same terms and conditions as the original Subscription Agreement. Either party may terminate a Subscription Agreement during any Renewal Period at any time on not less than thirty days’ notice. In the event of such termination, the fees paid or due to be paid for the Renewal Period will be prorated up to and including the date of termination and any remaining fees or refund shall be paid within 14 days of such termination.

15.3           Without prejudice to any other rights to which it may be entitled, either party may terminate any Subscription Agreement by notice to the other party with immediate effect if:

(a)             the other party commits a material breach of these terms and conditions, including in the case of a Group Member, any Member within the group registration of that Group Member commits a material breach of these terms and conditions;

(b)             the other party fails to pay any amount due under these terms and conditions or any Subscription Agreement on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment;

(c)             the registration of a relevant Member is terminated pursuant to these terms and conditions, including the registration of a Group Member under whose group registration the relevant Member is registered;

(d)             the other party convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or a resolution is passed or a petition presented to any court for the winding up of the user or for the granting of an administration order in respect of the user, or any proceedings are commenced relating to the insolvency or possible insolvency of the other party;

(e)             the other party suffers or allows any execution, whether legal or equitable, to be levied on its property or obtained against him, or is unable to pay his debts within the meaning of section 123 of the Insolvency Act 1986; or

(f)              anything analogous to the matters referred to in sub-clauses (d) or (e) above happens under the laws of any jurisdiction.

15.4           Termination of a Member’s registration or of a Subscription Agreement for whatever reason shall be without prejudice to the accrued rights and obligations of the parties on termination.

16              Amendments

16.1           Any change to any Subscription Agreement must be recorded in writing and signed by both parties.

16.2           mtn-i reserves the right to revise these terms and conditions without notice when they apply to Members who have not entered into a Subscription Agreement. Please check the Site from time to time to take notice of any changes mtn-i makes.

17              Assignment

17.1           mtn-i may assign any of its rights or obligations under any Subscription Agreement or these terms and conditions to any person, firm or company.

17.2           No Member may assign, re-sell, sub-licence, or in any other way transfer any of its rights or obligations under these terms and conditions or any Subscription Agreement without the written consent of mtn-i which shall not be unreasonably delayed or withheld.

18              General

18.1           mtn-i reserves the right to subcontract or otherwise engage third parties in the performance of its obligations in connection with the Service. Such sub-contracting or otherwise shall not relieve mtn-i of any of its obligations to the Member under these terms and conditions.

18.2           If any provision of these terms and conditions or any Subscription Agreement is held to be illegal or unenforceable under any enactment or rule of law, such term provision or part shall to that extent not form part of these terms and conditions or any Subscription Agreement, and the enforceability of the remainder of such terms shall not be affected.

18.3           Failure or delay by either party in enforcing or partially enforcing any provision of these terms and conditions or a Subscription Agreement will not be construed as a waiver of any of its rights.

18.4           Any waiver by either party of any breach of, or any default under, any provision of these terms and conditions or any Subscription Agreement will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of these terms and conditions or the relevant Subscription Agreement.

18.5           The terms of a Subscription Agreement prevail to the extent of any conflict with these terms and conditions.

18.6           No provision of these terms and conditions or any Subscription Agreement is intended to confer a benefit on any third party, whether or not in existence at the date of these terms and conditions. The provisions of the Contract (Rights of Third Parties) Act 1999 (and any subsequent supplemental or modifying legislation) are hereby excluded to the fullest extent permitted by law.

18.7           These terms and conditions and any Subscription Agreement represent the entire agreement and understanding relating to the use of this Site and the Service. These terms are governed by English Law, and each Member hereby consents to the exclusive jurisdiction of the English courts for all disputes arising out of these terms and conditions or any Subscription Agreement.

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