Third Party Contributor Terms

Last modified: August 20, 2024

Capitalized terms not defined in these Third Party Contributor Terms have the meaning set forth in the Market Data Distribution Agreement between Distributor and TSX or the Market Data Services Agreement between Customer and TSX or the Professional Agreement for Receipt of Market Data between Subscriber and TSX (as applicable, the "Agreement").For the purpose of these Third Party Contributor Terms, "Distributors" (as that term is defined in the Market Data Distribution Agreement) and "Customers" (as that term is defined in the Market Data Services Agreement) and "Subscribers" (as that term is defined in the Professional Agreement for Receipt of Market Data) are referred to below as "Subscribers". These Third Party Contributor Terms are incorporated into and form part of the Agreement.

1. SEDOL Masterfile Data

The following terms apply to Subscribers in receipt of SEDOL Masterfile data (the "SEDOL Data"):

1.1 Subscriber may not reproduce and/or extract or redistribute the SEDOL Data other than with the prior written consent of London Stock Exchange plc.

1.2 Subscriber is responsible for obtaining all relevant licenses for reproduction and/or extraction or redistribution of the SEDOL Data.

2. CUSIP Data

The following terms apply to Subscribers in receipt of CUSIP standard numbers and other information from CUSIP databases (each, a "CUSIP Database"):

2.1 Subscriber agrees and acknowledges that the CUSIP Database and the information contained therein is and shall remain valuable intellectual property owned by, or licensed to, CUSIP Global Services ("CGS") and the American Bankers Association ("ABA"), and that no proprietary rights are being transferred to Subscriber in such materials or in any of the information contained therein. Any use by Subscriber outside of the clearing and settlement of transactions requires a license from CGS, along with an associated fee based on usage. Subscriber agrees that misappropriation or misuse of such materials will cause serious damage to CGS and ABA, and that in such event money damages may not constitute sufficient compensation to CGS and ABA; consequently, Subscriber agrees that in the event of any misappropriation or misuse, CGS and ABA shall have the right to obtain injunctive relief in addition to any other legal or financial remedies to which CGS and ABA may be entitled.

2.2 Subscriber agrees that Subscriber shall not publish or distribute in any medium the CUSIP Database or any information contained therein or summaries or subsets thereof to any person or entity except in connection with the normal clearing and settlement of security transactions. Subscriber further agrees that the use of CUSIP numbers and descriptions is not intended to create or maintain, and does not serve the purpose of the creation or maintenance of, a master file or database of CUSIP descriptions or numbers for itself or any third party recipient of such service and is not intended to create and does not serve in any way as a substitute for the CUSIP MASTER TAPE, PRINT, DB, INTERNET, ELECTRONIC, CD-ROM Services and/or any other future services developed by the CGS.

2.3 NEITHER CGS, ABA NOR ANY OF THEIR AFFILIATES MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, AS TO THE ACCURACY, ADEQUACY OR COMPLETENESS OF ANY OF THE INFORMATION CONTAINED IN THE CUSIP DATABASE. ALL SUCH MATERIALS ARE PROVIDED TO SUBSCRIBER ON AN AS IS BASIS, WITHOUT ANY WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE NOR WITH RESPECT TO THE RESULTS WHICH MAY BE OBTAINED FROM THE USE OF SUCH MATERIALS. NEITHER CGS, ABA NOR THEIR AFFILIATES SHALL HAVE ANY RESPONSIBILITY OR LIABILITY FOR ANY ERRORS OR OMISSIONS NOR SHALL THEY BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT OR INDIRECT, SPECIAL OR CONSEQUENTIAL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE LIABILITY OF CGS, ABA OR ANY OF THEIR AFFILIATES PURSUANT TO ANY CAUSE OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE FEE PAID BY SUBSCRIBER FOR ACCESS TO SUCH MATERIALS IN THE MONTH IN WHICH SUCH CAUSE OF ACTION IS ALLEGED TO HAVE ARISEN. FURTHERMORE, CGS AND ABA SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR DELAYS OR FAILURES DUE TO CIRCUMSTANCES BEYOND THEIR CONTROL.

2.4 Subscriber agrees that the foregoing terms and conditions in this Section 2 shall survive any termination of its right of access to the materials identified above.

2.5 Access to information from the CUSIP Databases is expressly conditioned on the effectiveness of TSX's agreement with CUSIP Global Services (the "CGS Agreement") and all such access under this Agreement shall automatically terminate upon termination of the license granted to TSX under the CGS Agreement.

3. CanDeal/TMX Term CORRA

The following terms apply to Subscribers in receipt of CanDeal/TMX Term CORRA, the calculated interest rate benchmark ("Term CORRA") calculated by CanDeal Benchmark Administration Services Inc. ("CBAS"), a Third Party Contributor providing Term CORRA to TSX for dissemination by TSX pursuant to the terms of the Professional Agreement for Receipt of Market Data.

3.1 Subscriber agrees that the definitions of Market Data and Third Party Contributor Data in the Agreement shall include, for certainty, Term CORRA. For the purposes of Sections 4, 5(b), 6, 8 and 9(b), Market Data shall also include any derivative works related to Term CORRA created by the Supplier and provided to the Subscriber through such Supplier's authorized terminal service accessed by the Subscriber ("Derivative Works").

3.2 Subscriber agrees and acknowledges that it shall not use Term CORRA or Derivative Works for any purpose other than individual and/or internal business use ("Subscriber Uses"). All other uses, including without limitation any use in connection with any products offered by Subscriber, are expressly prohibited. In the event Subscriber wishes to use Term CORRA for any purpose other than Subscriber Uses, Subscriber will be required to enter into a separate market data distribution agreement ("MDDA") with TSX for such use. Such MDDA shall limit the use of Term CORRA to the use cases posted on the CBAS website at https://www.candeal.com/en/benchmarks/public-notices, as such use cases may be updated, amended, supplemented, replaced, restated or otherwise modified from time to time by CBAS (the "Use Cases"), and for the avoidance of doubt, any commercial product to be used by a third party which is not an approved use for Term CORRA in the Use Cases is expressly prohibited.

3.3 Subscriber agrees and acknowledges that CBAS, as a Third Party Contributor for Term CORRA, is a third-party beneficiary of the Agreement (including these Third Party Contributor Terms) pursuant to Section 16 of the Professional Agreement for Receipt of Market Data, which applicable terms shall, for certainty, apply to CBAS in the same manner as it applies to TSX.

3.4 Subscriber agrees and acknowledges that TSX may, on behalf of CBAS and acting reasonably, request reports on the Subscriber's use of Term CORRA, and Subscriber agrees to comply with such requests.

3.5 Notwithstanding anything to the contrary in the Agreement, the following disclaimer shall apply to Term CORRA:

Term CORRA is calculated, administered and made available by CanDeal Benchmark Administration Services Inc. ("CanDeal").

Term CORRA is distributed by TSX Inc. ("TSX") and is made available to you under license by TSX. The provision of Term CORRA does not constitute legal, financial or other professional advice. You may not change, modify, create or use any derivative works based on or derived from Term CORRA (except for Derivative Works, which are limited to internal use by the Subscriber on the terminal only) and you may not distribute, redistribute, or otherwise make available Term CORRA or any derivative works related to Term CORRA, to any third person. Term CORRA is provided "as is". None of CanDeal, TSX, their respective affiliates, nor any of their or their affiliates' directors, officers, employees or agents (collectively the "Disclaiming Parties"), makes any warranty, condition, guarantee or representation, express or implied, with respect to Term CORRA, the results to be obtained by any use of Term CORRA or with respect to the non-infringement of any intellectual property rights associated with Term CORRA including, without limitation, any intellectual property rights of third parties, and all such terms are expressly disclaimed. Each Disclaiming Party expressly disclaims all warranties and conditions of merchantability and fitness for a particular purpose or use, satisfactory quality and non- infringement with respect to Term CORRA. No Disclaiming Party shall be liable in respect of the accuracy or the completeness of Term CORRA and none of the Disclaiming Parties shall have any liability for any errors, omissions, delays or interruptions in providing Term CORRA.

No Disclaiming Party shall be responsible or liable for any loss, cost, liability, claim, interest, fine, penalty, assessment, taxes, damages available at law or in equity, expense costs, fees and expenses of legal counsel or diminution in value that you or any other person (including, without limitation, anybody accessing Term CORRA through you) suffers or incurs as a result of your or such person's use of or reliance on Term CORRA (including, without limitation, as a result of decisions relating to the sale or purchase of instruments or legal, compliance or risk management decisions), whether arising in contract, tort (including negligence), strict liability, breach of statutory duty, contribution or otherwise. Without limiting any of the foregoing, in no event shall any Disclaiming Party have any liability for any loss of profit, loss of or anticipated loss of revenue, loss of use, business interruption, loss of use of any equipment, loss of any contract or other business opportunity or goodwill or direct, indirect, general, punitive, special, incidental, consequential or exemplary damages, even if advised of the possibility of such losses or damages and whether such losses or damages otherwise would have been foreseeable.

You covenant for the benefit of each Disclaiming Party that you shall not make any claim, pursue any action or make any demand against any Disclaiming Party arising from or related to Term CORRA irrespective of the cause of such claim, action or demand, including but not limited to breach of contract, tort (including negligence), breach of statutory duty or any other legal theory and, for greater certainty, no Disclaiming Party shall be liable for any loss or damage suffered by you as a result of any act or failure to act (including wilful misconduct, gross negligence, or negligence).