Chapter 12
Spot Aluminum Transactions
1200.

SCOPE OF CHAPTER

1201.

DEFINITIONS

1202.

EXCHANGE OBGLIGATIONS1203.

APPLICABILITY OF ADDITIONAL RULES

1204.

PERMITTED USERS AND CLEARING MEMBERS
1204.A. Permitted User Qualifications
1204.B. Agreement with Warehouse

1205.

COMMODITY SPECIFICATIONS

1206.

ELIGIBLE ALUMINUM DESIGNATED FOR AUCTION

1207.

AUCTIONS

1208.

ADDITIONAL RESPONSIBILITIES
1208.A. Buyer’s Responsibilities
1208.B. Seller’s Responsibilities
1208.C. Warehouse Responsibilities
1208.D. Clearing Member Responsibilities
1208.E. CME Spot Market Responsibilities

1209.

FAILURE TO PERFORM

1210.

DELIVERY WARRANTY

1211.

SETTLEMENT OF DISPUTES

1212.

ERROR POLICY

1213.

DECLARATIONS OF FORCE MAJEURE

1214.

LIMITATION OF LIABILITY

Chapter 12
Spot Aluminum Transactions
1200.

SCOPE OF CHAPTER
This Chapter governs Spot Aluminum Transactions facilitated by the CME Spot Market. Spot AluminumTransactions are facilitated through auctions conducted via the CME Direct Auction Platform (“CDAP”).
Unless otherwise specified in this Chapter, Spot Aluminum Transactions are not subject to the Rules
applicable to trading of other contracts offered by COMEX or any of the CME Group Designated Contract
Markets. Capitalized terms that are used in the Chapter but that are not specifically defined herein havethe same meaning as defined in the COMEX Chapter iii. (“Definitions”).
For purposes of these Rules, unless otherwise specified, times referred to herein shall refer to and indicate
Eastern Time (ET).

DISCLAIMER
CME SPOT MARKET IS NOT REGISTERED WITH, OR DESIGNATED, RECOGNIZED, LICENSED, OR APPROVED
BY THE CFTC.

1201.

DEFINITIONS
Affiliate means any entity that controls, is controlled by, or is under common control with the Exchange.
CME Direct Auction Platform (“CDAP”) means the electronic auction platform of the CME Spot Market fortransacting in spot commodities.
CME Spot Market means the spot marketplace administered by the Exchange and its Affiliates.
Buyer means a Permitted User that submits a bid in an auction and, if the bid is matched with a Seller’s offer,becomes a counterparty to a Spot Aluminum Transaction.
Eligible Aluminum means aluminum stored in a Warehouse that meets the specifications set forth in Rule1205. (“Commodity Specifications”) of this Chapter.
Exchange means Commodity Exchange, Inc. (“COMEX”), a contract market designated by the Commodity
Futures Trading Commission.
Inventory ID means the record designating Eligible Aluminum for auction as further described in Rule 1206.
(“Eligible Aluminum Designated for Auction”) of this Chapter.
Invoice means an invoice as defined in Rule 1207. (“Auctions”) of this Chapter.
Permitted User means a Person that is authorized to participate in Spot Aluminum Transactions under theRules of this Chapter.
Platform User Agreement means the Aluminum Spot Market Trading Agreement that Permitted Users mustenter into and comply with to access CDAP.
Seller means a Permitted User that submits an offer in an auction and, if the offer is matched with a Buyer’sbid, becomes a counterparty to a Spot Aluminum Transaction.
Spot Aluminum Transaction means a transaction for the purchase and sale of aluminum that is intended tobe, and is, physically settled (a) at the Seller’s final price which is a reference price, a basis to a reference
price, or an average thereof, and (b) within a period of time that is consistent with the typical commercial
practice for spot aluminum transactions with similar pricing terms.
Warehouse means a warehouse that is regular for the delivery of aluminum pursuant to COMEX Chapter 7(“Delivery Facilities and Procedures”).
Warrant means a warrant issued for physical aluminum pursuant to COMEX Rule 705. (“Metal Warrants”).

1202.

EXCHANGE OBGLIGATIONS
1.
2.

3.
4.

1203.

The CME Spot Market is solely a provider of the CDAP and, and with respect to Spot AluminumTransactions, the limited services and functions specified in this Chapter.
Auctions for Spot Aluminum Transactions shall be administered and scheduled by the CME Spot
Market or, as it may permit, scheduled by a Permitted User for such hours and days as determinedby the CME Spot Market.
Auctions may result in a single Spot Aluminum Transaction between a Buyer and a single Seller or
multiple Spot Aluminum Transactions between multiple Buyers and a single Seller.
The CME Spot Market, the Exchange, or its Affiliates are not parties to any auction or Spot
Aluminum Transaction and do not in any way guarantee the performance of any transaction or
obligation thereunder, or any obligation of any Permitted User, Clearing Member or Warehouse set
forth in this Chapter.

APPLICABILITY OF ADDITIONAL RULES
1.

2.

Permitted Users, Warehouses, and Clearing Members must comply with the Rules of this Chapter
as applicable, CME Spot Market Trading Rule 1200. (“Enforcement of Rules”), and CME Spot Market
Trading Rule 1202. (“Arbitration”), which Rules are incorporated by reference and shall apply as if
fully set forth in this Chapter.
A Permitted User’s activity during an auction, including its submission of a bid order and/or an offer
order to CDAP shall be subject to CME Spot Market Trading Rule 1201.M. (“Disruptive Practices
Prohibited”), which Rule is incorporated by reference into this Chapter.

1204.

PERMITTED USERS AND CLEARING MEMBERS
1204.A. Permitted User Qualifications
The CME Spot Market recognizes as a Permitted User any Person that satisfied the fulfilling thefollowing conditions:1.
has submitted a completed and signed Platform User Agreement to the CME Spot Market;
2.
is permissioned by its Clearing Member to clear the aluminum futures contract specified in
COMEX Chapter 107 (“Aluminum Futures”);
3.
has an agreement in place with its Clearing Member authorizing the Clearing Member tosettle a Spot Aluminum Transaction on its behalf; and4.
at all times is authorized by its Clearing Member in the form and manner prescribed by the
CME Spot Market to participate in an auction.
1204.B. Agreement with Warehouse
Each Permitted User, or its Clearing Member as applicable, must have an agreement with the
Warehouse at which delivery is to occur that enables the making or taking of delivery at such
Warehouse pursuant to a Spot Aluminum Transaction.

1205.

COMMODITY SPECIFICATIONS
1.

2.

3.

4.

5.

1206.

Aluminum delivered against a Spot Aluminum Transaction must consist of primary aluminum meeting
all of the requirements of the P1020A in the North American and International Registration Record
entitled “International Designation and Chemical Composition Limits for Unalloyed Aluminum”(revised March 2007), or its latest revision.
If the North American and International Registration Record adopts a change in the standard
specifications for the aforementioned deliverable grade and such change is adopted and confirmedby the Exchange, aluminum conforming to the change so adopted, as well as aluminum conforming
to the previous specifications if placed in a Warehouse prior to the date of the adoption andconfirmation by the Exchange of the new specifications, will be deliverable against a Spot AluminumTransaction.
Aluminum delivered against a Spot Aluminum Transaction must conform to one of the following
shapes: (1) Sows weighing up to 787.5 kgs.; (2) T-bars weighing up to 787.5 kgs.; or (3) Ingots
weighing from 9 kgs. to 26 kgs. Ingots are to be secured in bundles suitable for stacking not to exceed
2 metric tons (2 MT) per bundle. There is one smelter (heat) number per bundle.
Aluminum delivered against a Spot Aluminum Transaction must consist of any of the Exchange
approved brand, as provided in COMEX Chapter 7 (“Delivery Facilities and Procedures”), current at
the date of delivery of the Spot Aluminum Transaction.
The brand must be permanently marked on each piece of aluminum delivered in fulfillment of a Spot
Aluminum Transaction. The cast number must be permanently marked on t-bars and sows andlabeled on each bundle of ingots of aluminum delivered in fulfillment of a Spot Aluminum Transaction.

ELIGIBLE ALUMINUM DESIGNATED FOR AUCTION
1.
2.
3.

4.

5.

6.
7.

8.

9.
10.
11.

Eligible Aluminum ready or available for sale at auction shall be designated by an Inventory ID.
An Inventory ID may only be used on an auction-by-auction basis.
Each Inventory ID shall include the quantity of Eligible Aluminum, its weight, brand, shape, duty
status, relevant facility code, storage location, and such other information as may be required by the
CME Spot Market.
Each Inventory ID shall exclusively identify the deliverable grade in one of the shapes listed in Rule1205. (“Commodity Specifications”) of this Chapter and must derive from one smelter. Each Inventory
ID issued shall be for Eligible Aluminum from a single approved brand that is stored and to bedelivered at a single Warehouse.
Prior to the scheduling of an aluminum auction, a Permitted User that intends to sell Eligible
Aluminum at auction shall instruct a Warehouse to create an Inventory ID with respect to (and onlywith respect to) the Permitted User's Eligible Aluminum stored in the Warehouse creating theInventory ID.
A Permitted User shall only offer for sale Eligible Aluminum that is specifically identified by an
Inventory ID.
Upon a Permitted User’s request, a Warehouse shall create an Inventory ID for Eligible Aluminum
based on the Permitted User’s instructions and provide the Inventory ID to the CME Spot Market
prior to the scheduling of an auction for the identified Eligible Aluminum.
A Warehouse shall generate an Inventory ID in the form and manner prescribed by the CME Spot
Market solely at the request of the Permitted User that owns and stores aluminum at the Warehouse,
and only with respect to Eligible Aluminum.
A Warehouse shall issue the Inventory ID in the name of the Permitted User’s Clearing Member.
An Inventory ID shall identify and label specific Eligible Aluminum ready or available for auction only
and is not and shall not act as a Warrant or other document of title.
Each Permitted User, Clearing Member and Warehouse understands and agrees that (a) a transferof ownership of Eligible Aluminum identified by an Inventory ID that has not been cancelled shalloccur only pursuant to the Rules of this Chapter, and (b) Eligible Aluminum identified by an InventoryID that has not been cancelled shall not be removed from the Warehouse by the Seller or the Seller’s
Clearing Member.

1207.

AUCTIONS
1.
2.
3.
4.

5.

6.

Auctions for Spot Aluminum Transactions are facilitated by the CME Spot Market on a non-disclosed(anonymous) basis.
A Spot Aluminum Transaction between a Buyer and a Seller results from an auction when the bid of
the Buyer for Eligible Aluminum is matched at auction with the offer of the Seller.
Spot Aluminum Transactions shall take place in accordance with the terms and conditions publicly
prescribed by the CME Spot Market prior to an auction.
After the conclusion of an auction in which a Buyer or Buyers and a Seller have been matched, theCME Spot Market shall deliver to the Buyer and the Seller (a) an anonymized electronic confirmation
specifying such trade detail as may be determined by the CME Spot Market and (b) an anonymized
invoice (“Invoice”).
The Invoice shall specify such trade detail as may be determined by the CME Spot Market including
the applicable payment date, settlement date, and final price, which may be based on a reference
price or a basis to a reference price (or an average thereof).
Upon receipt of the Invoice, the Buyer’s Clearing Member and the Seller’s Clearing Member shall
facilitate physically settling the Spot Aluminum Transaction on behalf of the Buyer and Seller,
respectively, on the settlement date specified in and in accordance with the terms of the Invoice byundertaking the following actions in the sequential order set forth below:
a.
b.

c.
d.

e.
7.

1208.

the Buyer’s Clearing Member shall remit the full amount due Seller to the Seller’s Clearing
Member;as prescribed by the CME Spot Market, the Seller’s Clearing Member or the CME Spot
Market on behalf of the Seller’s Clearing Member shall identify the Buyer’s Clearing Member
on the Inventory ID and cause the delivery of the same to the Buyer’s Clearing Member;the Buyer’s Clearing Member shall present the Inventory ID to the Warehouse;
the Warehouse shall transfer ownership of the Eligible Aluminum from the Seller to the
Buyer and cancel the Inventory ID in the form and manner prescribed by the CME Spot
Market; andthe Seller’s Clearing Member shall remit the full amount due Seller to the Seller.

Each Seller authorizes the CME Spot Market to instruct a Warehouse to transfer its ownership ofEligible Aluminum designated by an Inventory ID to the Buyer in accordance with the Rules of this
Chapter.

ADDITIONAL RESPONSIBILITIES
1208.A. Buyer’s Responsibilities
1.
The Buyer that is matched at auction with a Seller shall take delivery of Eligible Aluminumfrom the Seller in accordance with the Rules of Chapter.
2.
The Buyer shall take delivery of Eligible Aluminum without procuring the identity of theSeller.
3.
The Buyer shall pay the amount due Seller as indicated in the Invoice to the Buyer’s Clearing
Member at such time and in such manner as prescribed by the Buyer’s Clearing Member.
4.
Upon taking delivery against a Spot Aluminum Transaction, a Buyer shall thereafter be
responsible for all charges directly due and payable to the Warehouse that are associatedwith the storage and handling of Eligible Aluminum.
1208.B. Seller’s Responsibilities
1.
The Seller that is matched in an auction with a Buyer shall deliver Eligible Aluminum to the
Buyer in accordance with the Rules of this Chapter.
2.
The Seller shall make delivery of Eligible Aluminum without procuring the identity of theBuyer.
3.
The Seller shall be responsible for all charges directly due and payable to the Warehousethat are associated with the storage and handling of Eligible Aluminum prior to making
delivery against a Spot Aluminum Transaction.
1208.C. Warehouse Responsibilities
1.
Upon generating an Inventory ID and prior to the relevant auction, the Warehouse shallpromptly provide a copy of the Inventory ID to the CME Spot Market.
2.
Upon receiving instructions and the Inventory ID from the Buyer’s Clearing Member or the
CME Spot Market on behalf of the Buyer’s Clearing Member, a Warehouse shall transfer
ownership of the Eligible Aluminum identified in the Inventory ID from the Seller to the Buyerby 5:00 p.m. ET on the date specified in the Invoice.
3.
A Warehouse shall cancel the Inventory ID upon transferring ownership of the Eligible
Aluminum from the Seller to the Buyer in the form and manner prescribed by the CME Spot
Market.

4.

In the event the auction does not result in the sale of Eligible Aluminum, a Warehouse as
applicable shall cancel the Inventory ID in the form and manner prescribed by the CME Spot
Market after receiving cancel instructions from the CME Spot Market.
5.
A Warehouse shall transfer ownership of Eligible Aluminum from the Seller to the Buyer
without disclosing the Buyer to the Seller or the Seller to the Buyer.
1208.D. Clearing Member Responsibilities
1.
A Buyer’s Clearing Member shall make payment by same day funds to the Seller’s Clearing
Member in the amount due as noted in the Invoice by 10:00 am ET on the Business Day
specified in the Invoice.
2.
A Seller’s Clearing Member shall deliver the Inventory ID to a Buyer’s Clearing Member by
11:00 a.m. ET on the Business Day payment is received from the Buyer’s Clearing Member.
3.
Upon receipt of the Inventory ID, a Buyer’s Clearing Member shall provide instructions to
the Warehouse for transferring the ownership of the Eligible Aluminum from the Seller tothe Buyer by 1:00 p.m. ET on the Business Day the Inventory ID is delivered.
4.
Throughout an auction and the settlement process, a Buyer’s Clearing Member shall notdisclose the Buyer to the Seller’s Clearing Member or the Seller, and the Seller’s Clearing
Member shall not disclose the Seller to the Buyer’s Clearing Member or the Buyer.
1208.E. CME Spot Market Responsibilities
1.
Upon receiving an Inventory ID from a Warehouse, the CME Spot Market shall in turnpromptly provide the Inventory ID to the relevant Permitted User’s Clearing Member.
2.
The CME Spot Market shall provide the confirmation required under Rule 1207. (“Auctions”)
of this Chapter to a Buyer and a Seller promptly after the conclusion of the auction in which
the Buyer and the Seller have been matched.
3.
The CME Spot Market shall provide the Invoice required under Rule 1207. (“Auctions”) of
this Chapter to the relevant Clearing Members by 5:00 p.m. ET on the date of the auction.
4.
The CME Spot Market shall prescribe and make publicly available the form and manner inwhich Inventory IDs are to be cancelled.

1209.

FAILURE TO PERFORM
1.

2.

3.

1210.

If the Seller fails to deliver Eligible Aluminum at the required time, the Seller shall be in default. In
the event a Seller defaults, the Seller’s Clearing Member shall be liable to the Buyer’s Clearing
Member for reasonable damages suffered by Buyer that are proximately caused by such delivery
obligation failure, in an amount which shall not exceed the difference between the reasonable market
price of Eligible Aluminum at the time delivery is required and the delivery price of the aluminum.
If the Buyer’s Clearing Member fails to make payment at the required time, the Buyer’s Clearing
Member shall be in default. In the event of a Buyer’s Clearing Member’s default, the Buyer’s Clearing
Member shall be liable to Seller’s Clearing Member for reasonable damages suffered by Seller thatare proximately caused by such delivery obligation failure, in an amount which shall not exceed thedifference between the delivery price of the aluminum and the market price of Eligible Aluminum at
the time delivery is required.
If the Buyer’s Clearing Member fails to make payment at the required time, or the Seller fails to deliverat the required time, the Buyer’s Clearing Member or Seller shall be in default, except that the CME
Spot Market may in its sole discretion extend the time to make payment or deliver for good cause
shown, an additional three (3) hours.

DELIVERY WARRANTY
1.
2.
3.
4.
5.

6.
7.
8.

9.

By the generating an Inventory ID for aluminum, the Warehouse warrants that the metal meets the
specifications set forth in the Inventory ID ("Delivery Warranty").
The Delivery Warranty shall continue for the benefit of a Buyer who shall have taken delivery of thealuminum in fulfillment of its obligations under a Spot Aluminum Transaction.
In the event that a Buyer shall claim a breach of the Delivery Warranty, the aluminum shall be
immediately submitted to an assayer for sampling and assaying.
The expense of sampling and assaying shall, in the first instance, be borne by the Buyer.
If the assayer shall determine a deficiency in quality, the Buyer’s Clearing Member on behalf of theBuyer shall have the right to recover the difference in the sampling and assaying and any cost of
replacement of the aluminum.
The Buyer’s Clearing Member may, at the Buyer’s Clearing Member’s option, proceed directlyagainst the Warehouse without seeking recovery from the Seller’s Clearing Member.
If the Warehouse satisfies the claim, the Seller’s Clearing Member will be thereby discharged fromliability to the Buyer.
The Buyer’s Clearing Member may, at the Buyer’s Clearing Member’s option, proceed against the
Seller’s Clearing Member without seeking recovery from the Warehouse. If the Buyer’s Clearing
Member seeks recovery from the Seller’s Clearing Member, and the Buyer’s Clearing Member’s
claim is satisfied by the Seller’s Clearing Member, the Warehouse will be thereby discharged fromliability to the Buyer.
The liability of a Seller’s Clearing Member as provided herein shall not be deemed to limit the rights
of such Seller’s Clearing Member against the Warehouse issuing the Inventory ID or the Seller.

10.

1211.

SETTLEMENT OF DISPUTES
1.

2.

1212.

Damages payable by a Clearing Member for a default or payable by a Warehouse for breach of a
Delivery Warranty may be increased, to account for interest charges, punitive damages and fees andexpenses associated with arbitration proceedings, by an arbitration panel pursuant to CME Spot
Market Trading Rule 1202. (“Arbitration”).
The remedies available under this Chapter shall be the exclusive remedies for Buyer and/or Seller inconnection with any disputes arising out of a Spot Aluminum Transactions. Any disputes or claims
arising out of relating to a Spot Aluminum Transaction shall be resolved solely through Buyer’s
Clearing Member and Seller’s Clearing Member in accordance with Rules of this Chapter while
retaining the anonymity of the Buyer and Seller to the extent practicable. Buyer and Seller eachwaive any right to directly claim or otherwise bring an action against the Buyer or Seller counterparty,
as applicable, to a Spot Aluminum Transaction other than through their respective Clearing Member.

ERROR POLICY
1.

2.

3.
4.
5.

1213.

The liability of a Warehouse as provided herein shall not be deemed to limit the rights of the
Warehouse against a Seller or Seller’s Clearing Member.

Any Buyer or Seller alleging that a Spot Aluminum Transaction has resulted in error from an auction
may request the CME Spot Market to review the auction progression and results, provided that such
request is made within one (1) hour after the conclusion of an auction.
Upon a Permitted User’s request, or on its own initiative, the CME Spot Market reserves the rightwithin four (4) hours following the conclusion of an auction to determine in its sole discretion that a
Spot Aluminum Transaction has resulted in error from an auction.
The CME Spot Market reserves to right in its sole discretion to cancel a Spot Aluminum Transaction
it has determined to have resulted in error from an auction.
The CME Spot Market’s cancellation of a Spot Aluminum Transaction shall be final and binding on
the Buyer and the Seller.
The CME Spot Market reserves the right to cancel or postpone a scheduled auction, and to suspendor terminate a live auction or a Permitted User’s access to the CDAP without cause or notice.

DECLARATIONS OF FORCE MAJEURE
If a determination is made by the Chief Executive Officer or Chief Operating Officer, or their designee, thatdelivery or final settlement of any Spot Aluminum Transaction cannot be completed as a result of Force
Majeure, such person shall take such action as the person deems necessary under the circumstances, andthe decision shall be binding upon all parties to the contract. It shall be the duty of Members and regularfacilities to notify CME Spot Market of any circumstances that may give rise to a declaration of Force Majeure.
Nothing in this Rule shall in any way limit the authority of the Chief Regulatory Officer to act in a Force Majeuresituation pursuant to CME Spot Market Trading Rule 1200.D. (“Emergency Actions”).

1214.

LIMITATION OF LIABILITY
1.

EXCEPT AS PROVIDED BELOW, CHICAGO MERCANTILE EXCHANGE INC, INCLUDING THE
CME SPOT MARKET (THE “EXCHANGE”), THE BOARD OF TRADE OF THE CITY OF CHICAGO,
INC. (“CBOT”), NEW YORK MERCANTILE EXCHANGE, INC. (“NYMEX”) (INCLUDING EACH OF
THEIR RESPECTIVE SHAREHOLDERS) (INCLUDING EACH OF THEIR RESPECTIVE
SUBSIDIARIES AND AFFILIATES), THEIR RESPECTIVE OFFICERS, DIRECTORS,EMPLOYEES, AGENTS, CONSULTANTS, LICENSORS, MEMBERS, AND CLEARING MEMBERS,SHALL NOT BE LIABLE TO ANY PERSON FOR ANY LOSSES, DAMAGES, COSTS OR
EXPENSES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF USE, AND
DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES), ARISINGFROM:a.
ANY FAILURE, MALFUNCTION, FAULT IN DELIVERY, DELAY, OMISSION,SUSPENSION, INACCURACY, INTERRUPTION, TERMINATION, OR ANY OTHER CAUSE, IN
CONNECTION WITH THE FURNISHING, PERFORMANCE, OPERATION, MAINTENANCE, USE
OF OR INABILITY TO USE ALL OR ANY PART OF ANY OF THE SYSTEMS AND SERVICES OF
THE EXCHANGE OR SERVICES, EQUIPMENT OR FACILITIES USED TO SUPPORT SUCHSYSTEMS AND SERVICES, INCLUDING WITHOUT LIMITATION ELECTRONIC ORDERENTRY/DELIVERY, TRADING THROUGH ANY ELECTRONIC MEANS, ELECTRONICCOMMUNICATION OF MARKET DATA OR INFORMATION, WORKSTATIONS USED BYMEMBERS AND AUTHORIZED EMPLOYEES OF MEMBERS, PRICE REPORTING SYSTEMSAND ANY AND ALL TERMINALS, COMMUNICATIONS NETWORKS, CENTRAL COMPUTERS,SOFTWARE, HARDWARE, FIRMWARE AND PRINTERS RELATING THERETO; ORb.
ANY FAILURE OR MALFUNCTION, FAULT IN DELIVERY, DELAY, OMISSION,SUSPENSION, INACCURACY, INTERRUPTION OR TERMINATION, OR ANY OTHER CAUSE, OF
ANY SYSTEM OR SERVICE OF THE EXCHANGE OR SERVICES, EQUIPMENT OR FACILITIESUSED TO SUPPORT SUCH SYSTEMS OR SERVICES, CAUSED BY ANY THIRD PARTIES

2.

3.

4.

5.

INCLUDING, BUT NOT LIMITED TO, INDEPENDENT SOFTWARE VENDORS AND NETWORKPROVIDERS; ORc.
ANY ERRORS OR INACCURACIES IN INFORMATION PROVIDED BY THE EXCHANGE
OR ANY EXCHANGE SYSTEMS, SERVICES OR FACILITIES; ORd.
ANY UNAUTHORIZED ACCESS TO OR UNAUTHORIZED USE OF ANY EXCHANGESYSTEMS, SERVICES OR FACILITIES BY ANY PERSON.
THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY WHETHER A CLAIM ARISES IN
CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, CONTRIBUTION OR OTHERWISE AND
WHETHER THE CLAIM IS BROUGHT DIRECTLY OR AS A THIRD-PARTY CLAIM.
A PARTY WHO HAS BEEN FINALLY ADJUDICATED TO HAVE ENGAGED IN WILLFUL OR
WANTON MISCONDUCT MAY NOT AVAIL ITSELF OF THE PROTECTIONS IN THIS RULE.
THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS (INCLUDINGBUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE OR USE) PROVIDED BY THE EXCHANGE, CBOT, OR NYMEX(INCLUDING THEIR RESPECTIVE SUBSIDIARIES AND AFFILIATES), THEIR RESPECTIVE
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONSULTANTS, AND LICENSORSRELATING TO ANY SYSTEMS OR SERVICES OF THE EXCHANGE OR SERVICES, EQUIPMENT
OR FACILITIES USED TO SUPPORT SUCH SYSTEMS OR SERVICES INCLUDING THE CME
DIRECT AUCTION PLATFORM.
ANY DISPUTE ARISING OUT OF THE USE OF SYSTEMS OR SERVICES OF THE EXCHANGE
OR SERVICES, EQUIPMENT OR FACILITIES USED TO SUPPORT SUCH SYSTEMS ORSERVICES IN WHICH THE EXCHANGE (INCLUDING ITS SUBSIDIARIES AND AFFILIATES), OR
ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONSULTANTS OR LICENSORSIS A PARTY SHALL BE ARBITRATED PURSUANT TO EXCHANGE RULES. ANY ARBITRATIONSHALL BE BROUGHT WITHIN THE PERIOD PRESCRIBED BY EXCHANGE RULES. ANY OTHERACTIONS, SUITS OR PROCEEDINGS AGAINST ANY OF THE ABOVE MUST BE BROUGHT
WITHIN TWO YEARS FROM THE TIME THAT A CAUSE OF ACTION HAS ACCRUED. THISPARAGRAPH C SHALL IN NO WAY BE CONSTRUED TO LIMIT A PARTY’S OBLIGATION TO
ARBITRATE ITS CLAIM OR TO CREATE A CAUSE OF ACTION AND SHALL NOT AUTHORIZE
AN ACTION THAT WOULD OTHERWISE BE PROHIBITED BY EXCHANGE RULES. IF FOR ANY
REASON, A COURT OF COMPETENT JURISDICTION FINDS THAT SUCH DISPUTE IS NOTARBITRABLE, SUCH DISPUTE MAY ONLY BE LITIGATED IN THE COUNTY OF COOK IN THE
STATE OF ILLINOIS AND WILL BE GOVERNED BY THE LAWS OF THE STATE OF ILLINOISWITHOUT REGARD TO ANY PROVISIONS OF ILLINOIS LAW THAT WOULD APPLY THE
SUBSTANTIVE LAW OF A DIFFERENT JURISDICTION.
THE EXCHANGE, CBOT AND NYMEX MAY, IN THEIR SOLE DISCRETION, ASSUMERESPONSIBILITY FOR DIRECT, OUT-OF-POCKET LOSSES DIRECTLY CAUSED BY THE
NEGLIGENCE OF GLOBAL COMMAND CENTER OR OTHER EXCHANGE STAFF AND/OR
ORDER STATUS ERRORS PROVIDED BY THE GLOBAL COMMAND CENTER. IF SUCH
LIABILITY IS ACCEPTED, THE TOTAL AGGREGATE OBLIGATIONS FOR THE EXCHANGE,CBOT AND NYMEX SHALL NOT EXCEED $200,000 FOR ALL LOSSES SUFFERED FROM ALL
CAUSES IN A SINGLE CALENDAR MONTH. ANY DISPUTED CLAIM MADE UNDER THIS RULE
MUST BE ARBITRATED PURSUANT TO EXCHANGE RULES.
IN NO EVENT SHALL THE COLLECTIVE TOTAL AGGREGATE LIABILITY FOR THE EXCHANGE,CBOT AND NYMEX FOR ALL CLAIMS ARISING OUT OF ANY NEGLIGENCE, FAILURES,
MALFUNCTIONS, FAULTS IN DELIVERY, DELAYS, OMISSIONS, SUSPENSIONS,INACCURACIES, INTERRUPTIONS, TERMINATIONS, ORDER STATUSING ERRORS OR ANYOTHER CAUSES IN CONNECTION WITH THE FURNISHING, PERFORMANCE, OPERATION,
MAINTENANCE, USE OF OR INABILITY TO USE ALL OR ANY PART OF ANY OF THE
EXCHANGE'S SYSTEMS OR SERVICES, OR SERVICES, EQUIPMENT OR FACILITIES USEDTO SUPPORT SUCH SYSTEMS AND SERVICES, OR THE NEGLIGENCE OF EXCHANGE
STAFF, EXCEED $200,000 IN ANY CALENDAR MONTH. IF THE NUMBER OF ALLOWED CLAIMSARISING OUT OF ANY FAILURES OR MALFUNCTIONS IN A SINGLE CALENDAR MONTHCANNOT BE FULLY SATISFIED BECAUSE OF THE MONTHLY LIABILITY LIMITATION, ALL
SUCH CLAIMS SHALL BE LIMITED TO A PRO RATA SHARE OF THE MAXIMUM AMOUNTAVAILABLE FOR THAT MONTH.