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Edge Routed Liquidity Report

The Edge Routed Liquidity ReportSM is a new, innovative data product that provides unique insight into trading opportunities on EDGA and EDGX.

Submit the form below to request free access to a sample Edge Routed Liquidity Report that contains one week of data for EDGA and EDGX.

Download the Fact Sheet to learn more.

This Exchange Data Vendor Agreement (this "Data Agreement"), with an effective date as of the date executed on the signature page hereof is made by and between Direct Edge, Inc., a Delaware corporation, with its principal offices at 545 Washington Boulevard, Jersey City, NJ 07310 ("DEI"), owner of EDGA and EDGX Exchanges, Inc. (each the "Exchange") and the data recipient referenced below ("Data Recipient").

DATA RECIPIENT ACKNOWLEDGES AND AGREES THAT, BY CLICKING THE CHECKBOX OR BY ACCESSING OR USING THE SITE, WEB SERVICES, OR EXCHANGE DATA, DATA RECIPIENT IS INDICATING THAT DATA RECIPIENT HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY THIS DATA AGREEMENT. IF DATA RECIPIENT DOES NOT AGREE TO ALL TERMS AND CONDITIONS OF THIS DATA AGREEMENT, THEN DATA RECIPIENT HAS NO RIGHT TO ACCESS OR USE THE SITE, WEB SERVICES, OR EXCHANGE DATA.  If you accept or agree to this Data Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to this Data Agreement and, in such event, "Data Recipient" will refer and apply to that company or other legal entity.  NOTWITHSTANDING THE FOREGOING, IF DATA RECIPIENT HAS PREVIOUSLY ENTERED INTO AN EXCHANGE DATA VENDOR AGREEMENT WITH DEI, THIS DATA AGREEMENT SHALL NOT BE CONSTRUED AS A CONTRACT BETWEEN DEI AND DATA RECIPIENT, REGARDLESS OF DATA RECIPIENT'S CLICKING ITS ASSENT TO THIS DATA AGREEMENT, AND THE EXCHANGE DATA VENDOR AGREEMENT PREVIOUSLY ENTERED INTO BY DEI AND DATA RECIPIENT SHALL REMAIN IN FORCE AND GOVERN DATA RECIPIENT'S USE OF ANY DATA RECEIVED FROM THE EXCHANGE.

1. Use of Exchange Data. DEI hereby grants to Data Recipient, subject to the terms hereof, the nonexclusive and non-transferable right to: (a) copy, store, process, commingle, and use any data received from the Exchange ("Exchange Data"), including, but not limited to, the right to create ratios, calculations, new original works, and statistics from Exchange Data (including highs and lows), and (b) redistribute Exchange Data in any form by means of any current or future product or service of the Data Recipient in any media, in accordance with the terms of this Data Agreement and Exchange requirements, as available on DEI's website and as may be amended from time to time. Data Recipient shall ensure that, to the extent technically practicable, the Exchange Data is clearly attributed as originating from the Exchange.

Furthermore, Data Recipient represents and warrants that the detailed description of its system for receiving, transmitting and disseminating Exchange Data, as described in its system description ("System Description"), including, but not limited to, the data processing equipment, software, and communications facilities related thereto, is true, complete and not misleading. Data Recipients are authorized to receive and use the Exchange Data only for the purposes set forth in applicable Exchange rules and requirements. Any use of the Exchange Data by Data Recipient, including, but not limited to, retransmission or reprocessing, unless expressly described in Data Recipient's system description and approved by DEI, is prohibited.

Should Data Recipient intend to make any material change in its use of the Exchange Data (including, but not limited to, retransmission, redistribution, and reproduction) in any manner not then described in Data Recipient's System Description, Data Recipient may only do so by with DEI's prior written approval of Data Recipient's  revised System Description and subject to payment of applicable fees. DEI shall promptly and in good faith approve or disapprove proposed modifications to Data Recipient's System Description. Data Recipient acknowledges and agrees that it acts at its own risk in developing any modification to its service and/or systems prior to receiving approval from DEI.

2. Record Retention by Data Recipient. Data Recipient shall maintain complete and accurate records relating to receipt of Exchange Data in accordance with Exchange requirements and other such information as DEI from time to time may request.

3. Reporting. Data Recipient shall comply with the requirements of DEI as to usage reporting as DEI may request from time to time.

4. Proprietary Nature of Exchange Data. DEI represents that Exchange Data constitutes valuable proprietary information and rights of DEI. Data Recipient expressly acknowledges and agrees that: (i) as between DEI and Data Recipient, DEI has proprietary rights in the Exchange Data that (ii) originates on or relates to trading on any of DEI's markets; (iii) relates to activities that are regulated or operated by one or more of DEI's markets, (iv) DEI derives from Exchange Data that originates on or relates to any of DEI's markets, and (v) is a compilation or other rights in information and data that DEI gathers from other sources pursuant to separate agreements with those sources.  All Exchange Data, including without limitation any and all intellectual property rights inherent therein or appurtenant thereto, shall, as between the two parties, be and remain the sole and exclusive property of DEI. Data Recipient shall not, by act or omission, diminish or impair in any manner the acquisition, maintenance, and full enjoyment by DEI, its licensees, transferees and assignees, of the proprietary rights of DEI in the Exchange Data and Exchange systems. Data Recipient acknowledges and agrees that third party information providers, who provide information, goods and services to DEI in connection with the creation of the Exchange Data have exclusive proprietary rights in their respective information and data. For the avoidance of doubt, DEI makes no proprietary claim to any information derived from the Exchange Data by the Data Recipient.

5. Right to Deny Distribution. DEI retains the right to direct Data Recipient to terminate any external transmission (i.e., to a third party site) or distribution of Exchange Data for any reason or no reason, in which event DEI shall notify Data Recipient in writing that it has terminated the right of any authorized recipient to receive any Exchange Data and Data Recipient shall cease retransmitting Exchange Data to any authorized recipient as soon as possible, but in any event no more than five business days of the notice and shall, within ten business days, confirm the cessation, and inform DEI of the cessation date, by notice to DEI.

6. Use of Name. DEI shall not: (i) advertise, publicly announce or otherwise state that it is providing services to Data Recipient or its affiliates or (ii) use the name of Data Recipient or any affiliate thereof in any advertising or promotional materials, including but not limited to, any published list of data recipients or other clients or in its website displays, without the prior written consent of Data Recipient.

7. Affiliates. Notwithstanding anything to the contrary in this Data Agreement, any affiliate of the Data Recipient is entitled to exercise the rights of Data Recipient set forth herein on behalf of itself, the Data Recipient, or any other affiliate of the Data Recipient, including, but not limited to, rights to use and distribute Exchange Data to other parties, subject to the terms of this Data Agreement.  If this Data Agreement will be applicable to an affiliate, Data Recipient must submit a list of any such affiliate(s) to DEI. By submitting the names of its affiliate(s), Data Recipient agrees that the contact information set forth herein shall be deemed to be the contact information for each affiliate and that DATA RECIPIENT SHALL ASSUME ALL RESPONSIBILITY FOR AND WILL HOLD HARMLESS AND INDEMNIFY DEI AGAINST ANY ACTION OR INACTION BY AN AFFILIATE AS IF SUCH ACTION OR INACTION WERE THAT OF DATA RECIPIENT, AND, DATA RECIPIENT AND ITS AFFILIATE(S) SHALL BE JOINTLY AND SEVERALLY LIABLE FOR ALL ACTIONS AND/OR INACTIONS OF THE OTHER(S). All of the rights and licenses granted to Data Recipient under this Data Agreement will apply to such affiliates(s) to the same extent as applicable to Data Recipient.

For purposes of this Data Agreement, an "affiliate" of Data Recipient shall include any entity that, from time to time, directly or indirectly Controls, is Controlled by, or is under common Control with Data Recipient. "Control" means the power to direct or cause the direction of the management of policies of another entity, whether through the ownership of voting securities, by contract, or otherwise. The Data Recipient may delegate any of its responsibilities, obligations or duties under or in connection with this Data Agreement to any affiliate of the Data Recipient or an authorized third party agent, which may discharge those responsibilities, obligations or duties on behalf of the Data Recipient in accordance with this Data Agreement.

8. Audit. Data Recipient shall make its premises available to DEI or its appointed agent for physical inspection of Data Recipient's use of Exchange Data (including review of any records regarding the use of, or access to, or redistribution of, the Exchange Data and locations where the Exchange Data is being received), during normal business hours, upon reasonable notice, to verify the accuracy of reports in accordance with Exchange requirements and to ensure that the type and amount of fees, if any, calculated or stated to be payable to DEI are complete and accurate. Data Recipient shall comply promptly with any reasonable request from DEI for information regarding Data Recipient's receipt, usage, processing, display and redistribution of Exchange Data. 

9. Changes to Exchange Data; Fees. Data Recipient acknowledges that DEI, in its reasonable discretion, may choose to discontinue its transmission of any or all Exchange Data or to change the nature or transmission format of Exchange Data at any time. DEI will use commercially reasonable efforts to provide Data Recipient with reasonable advance notice of such discontinuation or changes. Data Recipient agrees to make timely payment of applicable fees, if any, charged specifically for linking to Exchange in order to receive Exchange Data ("Port Fees"), if any, and fees, if any, in connection with redistribution of data ("other fees") as well as any applicable late fees for the failure to make payment within the required time period. The amount of applicable Port Fees and other fees, if any, shall be set forth in Exchange Rules or posted on DEI's website. Port Fees and other fees are payable within 30 days of the invoice date. Data Recipient will be solely responsible for any and all other telecommunications costs and all other expenses incurred in linking to and maintaining its link to, Exchange. Failure to make payments within 30 days from the invoice date may result in suspension or termination of transmission of Exchange Data by DEI to Data Recipient. Data Recipient agrees to pay DEI a late charge in the amount of 1% per month on all past due amounts that are not the subject of a legitimate and bona fide dispute. Subject to the Securities Exchange Act of 1934 (the "Act"), DEI reserves the right to change its fee schedule, including, but not limited to, Port Fees and other fees applicable to Data Recipient. DEI will use commercially reasonable efforts to provide reasonable advance notice to Data Recipient (delivered via e-mail and posted to the DEI website) of any such change to Port Fees or other fees, provided, however, that such notice shall be not less than 30 days prior to the effectiveness of the change.

10. Term and Termination. Data Recipient or DEI may terminate this Data Agreement or any part of the services upon 30 days written notice to the other party.  Upon termination of this Data Agreement for any reason, the Data Recipient shall have the right to continue using in its services and databases the Exchange Data received from DEI during the term of this Data Agreement. The following Sections will survive the termination or expiration of this Data Agreement for any reason: 4, 6, 7, 10, 11, 12, 13, 15, 16, and 17.

11. LIMITATION OF LIABILITY/DISCLAIMER OF WARRANTIES. Absent fraud or willful misconduct by DEI or a claim arising out of DEI's indemnification obligation, DEI, its officers, directors, shareholders,  employees, agents and consultants shall not be liable to Data Recipient or its affiliates, or any recipient of Exchange Data retransmitted by Data Recipient or its affiliates, for any inaccurate or incomplete Exchange Data, nor for any delays, interruptions, errors, or omissions in the furnishing thereof, nor for any direct, indirect or consequential damages arising from or occasioned by said inaccuracies, delays, interruptions, errors or omissions. DATA RECIPIENT EXPRESSLY ACKNOWLEDGES THAT DEI DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO EXCHANGE DATA, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR ANY WARRANTIES OF MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. DEI, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND CONSULTANTS SHALL NOT BE LIABLE TO DATA RECIPIENT, OR ANY RECIPIENT OF EXCHANGE DATA REDISTRIBUTED BY DATA RECIPIENT, FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF OR DAMAGE TO DATA, LOSS OF BUSINESS OR LOST PROFITS, ARISING OUT OF THIS DATA AGREEMENT.

12. Indemnification by Data Recipient. Absent fraud or willful misconduct by DEI or a claim arising out of DEI's indemnification obligation, Data Recipient and its affiliates agree to indemnify and hold harmless DEI, its owners, subsidiaries, affiliates, officers, directors, employees, agents, any related persons and entities, from and against all expenses and costs and damages (including reasonable legal fees and expenses), direct, consequential and/or incidental in nature, claims, demands, proceedings, suits, and actions brought by third parties resulting from, in connection with, or arising out of any redistribution of Exchange Data by Data Recipient or its affiliates, and for any failure by Data Recipient or its affiliates to comply with its obligations under this Data Agreement; provided that: (i) DEI promptly notifies Data Recipient in writing of the claim; and (ii) DEI reasonably cooperates to facilitate such defense.

13. Indemnification by DEI. DEI agrees to indemnify, defend and hold harmless Data Recipient and its subsidiaries, affiliates and its and their respective officers, directors, employees, and agents from and against all expenses and costs and damages (including reasonable legal fees and expenses), direct, consequential, and/or incidental in nature, claims, demands, proceedings, suits, and actions, and all liabilities resulting from, in connection with, or arising out of any third party claim that Exchange Data, or Data Recipient's use thereof, infringes any copyright, patent, trademark, trade secret or other intellectual property right; provided that: (i) Data Recipient promptly notifies DEI in writing of the claim; (ii) DEI shall have sole control of the settlement and defense of any action to which this indemnity relates; and (iii) Data Recipient reasonably cooperates to facilitate such defense.

14. Assignment. Data Recipient may not assign this Data Agreement without the prior written consent of DEI, provided, however, that DEI shall not unreasonably withhold such consent. DEI may, as permitted by the Act, assign or transfer this Data Agreement or any of its rights or obligations hereunder to a related or unrelated party upon notice to Data Recipient.

15. Force Majeure. Neither party to this Data Agreement will be liable for delay or failure to perform its obligations hereunder (other than a failure to pay amounts when due) caused by an event that is beyond the party's control; provided, however, that such party will not have contributed in any way to such event.

16. Severability. Each provision of this Data Agreement will be deemed to be effective and valid under applicable law, but if any provision of this Data Agreement is determined to be invalid, void, or unenforceable under any law, rule, administrative order or judicial decision, that determination will not affect the validity of the remaining provisions of this Data Agreement.

17. Miscellaneous. All notices or approvals required or permitted under this Data Agreement must be given in writing to DEI at the address specified above or to Data Recipient at its last reported principal office address or other address, if specified below. Any waiver or modification of this Data Agreement will not be effective unless executed in writing and signed by the other party. This Data Agreement will bind each party's successors-in-interest. This Data Agreement will be governed by and interpreted in accordance with the internal laws of the State of New York, USA. Both parties submit to the jurisdiction of the state and federal courts in and for the State of New York, USA for the resolution of any dispute arising under this Data Agreement. If any provision of this Data Agreement is held to be unenforceable, in whole or in part, such holding will not affect the validity of the other provisions of this Data Agreement. This Data Agreement constitutes the complete and entire statement of all conditions and representations of the agreement between DEI and Data Recipient with respect to its subject matter and supersedes all prior writings or understandings.