This Data License Agreement ("Agreement") is entered into between Joseph Huang, d/b/a HyperBasis ("Licensor"), and the subscribing organization or individual ("Licensee"). This Agreement governs institutional and enterprise access to HyperBasis data.
"Licensed Data" means the market data, microstructure data, risk flags, funding history, and related analytics provided by HyperBasis to Licensee. "Purpose" means Licensee's internal research, analysis, and trading operations.
Subject to payment of applicable fees and compliance with this Agreement, Licensor grants Licensee a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Licensed Data solely for the Purpose.
Licensee shall NOT: (a) resell, redistribute, republish, or sublicense the Licensed Data to any third party; (b) use the Licensed Data to create, train, or populate a competing data product or dataset; (c) reverse engineer or attempt to derive the source data or methodology; (d) remove or alter any proprietary notices; (e) publicly disclose raw Licensed Data.
All Licensed Data, including its selection, coordination, structure, and any enhancements, remain the exclusive property of Licensor. This Agreement grants no ownership rights, only a limited right of use.
THE LICENSED DATA IS PROVIDED "AS IS." LICENSOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING ACCURACY, COMPLETENESS, TIMELINESS, OR FITNESS FOR A PARTICULAR PURPOSE. LICENSEE ASSUMES ALL RISK RELATED TO THE USE OF THE LICENSED DATA.
Licensee shall pay the fees specified in its subscription plan. Fees are due in advance and are non-refundable unless otherwise agreed in writing.
Each party shall keep confidential any non-public information disclosed by the other party and shall use it only to perform under this Agreement.
This Agreement is effective for the subscription term. Either party may terminate for material breach upon written notice. Licensor may terminate immediately if Licensee violates Section 3.
Upon termination, Licensee must immediately cease all use of the Licensed Data and delete all copies in its possession.
IN NO EVENT SHALL LICENSOR BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING TRADING LOSSES OR LOST PROFITS. LICENSOR'S AGGREGATE LIABILITY SHALL NOT EXCEED THE FEES PAID BY LICENSEE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
Licensee shall indemnify and hold harmless Licensor from any claims arising from Licensee's use of the Licensed Data or breach of this Agreement.
This Agreement is governed by the laws of Singapore. It constitutes the entire agreement between the parties and may not be amended except in writing signed by both parties. If any provision is held invalid, the remainder shall remain in effect.
Licensee acknowledges that the Licensed Data is for informational purposes only and does not constitute investment advice. Licensor is not liable for any trading decisions or outcomes based on the Licensed Data.