CME Group Information License Agreement
Version 4.0
WEBSITE VERSION – REVIEW PURPOSES ONLYTo enter into a license visit the CME Group Data Services Platform
1. Definitions
Affiliate: an entity that controls, is controlled by or is under common control with a party. Control
means the ownership or control, directly or indirectly, of at least fifty percent (50%) or more of all of
the voting shares (or other securities or rights) entitled to vote for the election of directors or othergoverning authority.
Agreement: this Information License Agreement, together with the Schedules and the Information
Policies, as amended from time to time in accordance with this Agreement.
Authorized Contacts: as set out at Schedule 1.
Claim: any suit, claim or action. CME Group: CME and its Affiliates.
Confidential Information: all information disclosed by the parties in connection with thisAgreement, which should reasonably be considered as confidential because of its nature and themanner of its disclosure including but not limited to the Information.
Damages: damages, costs, liabilities, expenses (including court costs and reasonable attorneys’fees) and settlement amounts.
Data Provider: the entity from which a Licensee Group entity receives the Information as listed in
the Schedules. Day: a calendar day.
Delayed Information: Information that is made available more than ten (10) minutes, but less thaneight (8) hours after initial transmission by the originator of the Information.
Device: means any display unit (fixed or portable), piece of software or method, which may access,receive, process or display the Information, whether in whole or part, through the Service. CME
reserves the sole right to determine what constitutes a Device.
End of Day Information: summary data available at the end of the then-current trading Day andthat includes, but is not limited to settlement, open, high, low, close, open interest, total volume,
volume breakdown by venue, delta and implied volatility information.
Fees: the fees for Information payable in United States Dollars that are set out in the Schedules.
Historical Information: Information that is not Real Time Information, Delayed Information or End
of Day Information, that is first accessed at least eight (8) hours after initial transmission by theoriginator of the Information.
Information: the market prices, volumes and other information as set out in the Schedules that isdelivered to Licensee by CME directly or indirectly through the Data Provider. By way of example
and not limitation, Information may include opening and closing range prices, high-low prices,
settlement prices, current bid and ask prices, last sale prices, price limits, market depth, time andsales, requests for quotations, estimated and actual contract volume data, other market activity
information, index values, index constituents, and information respecting exchange-for related
product (EFRP) and against actual (AA) transactions.
Information Policies: the policies applicable to Information as set out in the Schedules and on the
CME website (currently located at www.cmegroup.com/informationpolicies) as they may beamended from time to time.

Intellectual Property Rights: patents, trademarks, service marks, trade and service names,
domain names, copyrights, topography rights, database rights and design rights, trade secrets andother intellectual property, proprietary or moral rights, whether or not they are registered andincluding all applications and rights to apply for registration, and all similar or equivalent rights,
anywhere in the world.
Internal Controls: the systems, rules, procedures, authorizations and policies which, taken
together and to the satisfaction of CME:(i) record and identify all access to Information; and (ii)prevent any unauthorised access to Information.
Licensee Affiliates: those Affiliates of Licensee listed at Schedule 1a.
Licensee Group: Licensee and Licensee Affiliates.
Personal Data: any information relating to an identified or identifiable natural person.
Privacy Policy: the CME Group Inc. Privacy Policy on the CME website (currently located at
http://www.cmegroup.com/privacy-policy.html) as may be amended from time to time.
Real Time Information: Information that is made available within ten (10) minutes of initialtransmission by the originator of the Information.
Service: any service provided by, or on behalf of, Licensee or a Licensee Group entity that includes
Information.
Term: is the period from the Effective Date until the termination of this Agreement in accordancewith section 5.
Unit of Count: the measure for identifying, recording and controlling use and distribution ofInformation. Unless otherwise specified in a Schedule, Device is the default Unit of Count.
2. License and Restrictions
2.1. CME grants each Licensee Group entity, a limited, non-exclusive, non-transferable, nonsublicensable (except as set forth herein) license during the Term, subject to the Information
Polices and the terms and conditions of the Agreement to:(a) receive the Information from CME and the Data Provider;(b) use the Information as permitted in the Schedules; and(c) create limited derivative works based on the Information solely for its internal businesspurposes in accordance with the Information Policies, provided that each Licensee
Group entity may only disclose any such derivative works internally and may not
distribute any such derivative work to any third party without the prior written consent
of CME. CME may license the right to create or distribute certain derivative works
beyond the scope of this Agreement under a separate license agreement.
2.2. Except as expressly permitted under this Agreement, no Licensee Group entity may: (a) copy,
modify, reverse engineer, reverse assemble or reverse compile the Information or any part
thereof; (b) license, sublicense, transfer, sell, resell, publish, reproduce, or otherwise distributeor redistribute the Information or any portion thereof in any manner; or (c) use the Informationor any portion thereof in the creation, distribution, settlement or maintenance of any derivative
work including but not limited to financial products, indexes, quotes, spot prices, curves,
surfaces, contracts for difference (CFDs) and other leveraged products, indicative optimized
portfolio values (IOPV), net asset values (NAV or iNAV), or any analytical reference figures orvalues calculated from Information for purposes of fund administration and portfolio
management services, risk management services, or valuation services.

2.3. Except as expressly permitted under this Agreement, each Licensee Group entity, may use
the Information only for its internal business purposes.
2.4. Each party shall perform its obligations hereunder in compliance with all applicable laws andregulations, including but not limited to anti-corruption, economic sanctions, securities andanti-money laundering laws and regulations including the U.S. Foreign Corrupt Practices Act,and all regulations of the Office of Foreign Assets Control of the U.S. Department of theTreasury, now or hereinafter in effect. Nothing in the Agreement shall be construed to meanthat either party is required to take any action contrary to, or prohibited by, or otherwise inviolation of any applicable laws or regulations.
3. Information
3.1. Licensee agrees, on behalf of each Licensee Group entity, that CME and CME licensors, holdall right, title and interest in and to Information and the Intellectual Property Rights in the
Information, and in the format in which Information is transmitted by CME. Except for the limited
license granted herein, the ownership and Intellectual Property Rights of the CME Group
entities and other CME licensors are not transferred, assigned or affected in any way by thisAgreement.
3.2. Subject to section 3.1, all Intellectual Property Rights of each Licensee Group entity, subsistingin or relating to: (i) a Service that may include Information (as processed by the applicable
Licensee Group entity in accordance with this Agreement); and (ii) any collection orcompilation created by a Licensee Group entity, in which Information is included in a mannerpermitted by this Agreement; will remain vested exclusively in the relevant Licensee Group
entity.
3.3. At CME’s request and expense, Licensee will take all reasonable actions necessary for theprotection and enforcement of CME Group and CME licensors’ Intellectual Property Rights in
the Information.
4. Receipt and Use of Information
4.1. All use of Information must be identified and recorded using Unit of Count per Device, unlessstated otherwise.
4.2. Internal Controls(a) All Licensee Group entities must maintain, at all times, effective Internal Controls.
(b) In addition to all other available remedies, Licensee shall be responsible forpayment of associated Fees for any unlicensed use of Information.
(c) Licensee shall use all reasonable efforts to assist CME with the prevention,
identification and curtailing of any unlicensed activity relating to the Information.
Licensee shall promptly notify CME of any unlicensed activity relating toInformation and Licensee shall immediately implement remedial actions to prevent
such unlicensed activity occurring.
(d) Throughout the Term of this Agreement or the relevant period (if longer), Licensee
must maintain auditable evidence of the operation of the Internal Controls.
4.3. Licensee is responsible for, and CME Group bears no responsibility for, any:
telecommunication services; software; or hardware required for the receipt and use of theInformation by Licensee Group.

4.4. Licensee shall ensure that Information is not misrepresented, not used in any way that may
create a false or misleading impression as to the origin or value of any item of Information, andis always used subject to the following attribution requirements:(a) the following legend is used to credit CME as the source of Information: "Themarket data is the property of Chicago Mercantile Exchange Inc. or it’s licensors
as applicable. All rights reserved, or otherwise licensed by Chicago Mercantile
Exchange Inc." In circumstances where it is not possible to use the legend
alongside the Information, any permitted recipients of the Information must receive
and acknowledge the legend;(b) any trademarks or proprietary notices transmitted with the Information are notamended;(c) Delayed Information is clearly labelled with the period of delay; and(d) any other reasonable display requirements provided by CME Group.
5. Term & Termination
5.1. This Agreement will continue from the Effective Date until terminated.
5.2. Either party may terminate this Agreement, any of the Schedules or any license individually:(a) on thirty (30) Days’ written notice; or(b) with immediate effect on written notice if:(i) the other party enters into compulsory or voluntary liquidation, has areceiver appointed, presents a petition for its winding up (or has such apetition presented by a creditor);(ii) the other party commits a material, irremediable breach of any term of thisAgreement, which includes, but is not limited to, the following breaches by
Licensee: misrepresentation of Information; failure to use effective Internal
Controls; failure to prevent, identify or end unauthorized use, distribution
or redistribution of Information; or(iii) the other party fails to remedy a material breach within thirty (30) Days ofwritten notice to do so.
5.3. Licensee may terminate this Agreement, or any of the Schedules individually, if changes toInformation made in accordance with section 11.2 (c) significantly alter the nature ofInformation or materially reduce its quality, providing that written notice is given no later than
thirty (30) Days of the date the change takes effect.
5.4. If Licensee terminates the Agreement, any Fees paid in advance will be retained by CME.
5.5. If CME terminates the Agreement under section 5.2 (a), is the breaching party under 5.2 (b)(ii) or Licensee terminates the Agreement under section 5.3, any Fees paid in advance for theperiod following termination will be refunded.
6. Fees and Reporting
6.1. Licensee must report all use of the Information in accordance with the terms of this Agreement.
6.2. Licensee will pay the Fees to CME within thirty (30) Days of the date of the invoice issued by
CME. Daily interest may be charged on overdue Fees at the lower of 1.5% per month or the
maximum permitted by law.

6.3. Fees are exclusive of any applicable taxes, fees or other applicable charges (e.g. sales,
distribution, use, value added or other taxes except for taxes on CME net income), for which
the Licensee shall be responsible.
6.4. Each Licensee Group entity must provide CME with copies of resale certificates or VAT
registration numbers or similar, as applicable.
7. Personal Data
7.1. Licensee is required to collect, hold, process, and provide to CME, certain Personal Data, inorder to comply with the provisions of this Agreement. Licensee will collect, hold, process andprovide such Personal Data in accordance with all applicable laws and will not process
Personal Data in such a way as to cause any CME Group entity to breach applicable laws.
7.2. The Licensee, on behalf of each Licensee Group entity, consents to CME Group’s use of the
Personal Data and represents and warrants to CME, that it and they have either obtained valid
consents from those individuals to whom the Personal Data relates, or has satisfied an
applicable legal basis, pursuant to all applicable laws, so as to ensure that CME Group is able
to process the Personal Data, as envisaged under this Agreement and in accordance withapplicable laws. Licensee will ensure that any transfer of Personal Data to countries other thanwhere the individual provided its Personal Data, as described in the Privacy Policy, will satisfy
all applicable laws.
7.3. CME Group will use the Personal Data submitted by Licensee: in order to supply, administer,
manage and improve services provided by CME Group; to comply with applicable regulatory
and legal requirements; and in accordance with the Schedules and the Privacy Policy and allapplicable laws. Licensee Group shall make sure those individuals to whom the Personal Data
relates are aware of how their Personal Data will be processed by the CME Group via thePrivacy Policy in order to ensure that CME Group satisfies all applicable laws.
7.4. CME Group and Licensee Group, will maintain commercially reasonable administrative,
technical and physical safeguards to protect the confidentiality and security of Personal Data,consistent with applicable laws, rules or regulations.
8. Compliance, Records & Audit
8.1. During the Term and for a period of not less than twenty-four (24) months thereafter, Licensee
must maintain complete and accurate books and records, relating to all access to and use ofInformation under this Agreement and related Internal Controls for the most recent five (5) year
period. CME and its authorized representatives, may inspect equipment, software and records
to verify compliance with the Agreement.
8.2. Audits may be carried out by CME or its agents at any Licensee Group location, duringbusiness hours, during the Term of the Agreement and up to twenty-four (24) months following
termination:(a) once per twelve (12)-month period on no less than thirty (30) Days’ notice; and(b) without advance notice and more than once in any twelve (12) month period, if
CME reasonably suspects a material breach of the Agreement by any Licensee
Group entity. All information observed during an audit will be treated as
Confidential Information and used only to verify compliance with the Agreement.

CME will comply with Licensee’s reasonable safety and security rules andregulations at all times when on site at a Licensee Group location throughout theaudit.
8.3. Licensee will pay any outstanding Fees revealed by an audit within thirty (30) Days of receipt
of an invoice from CME.
8.4. If CME identifies a lack of records or failure of Internal Controls such that the amount of any
under-reported use of the Information during the audit period and the applicable Fees cannot
be established with reasonable certainty or agreed by the parties, CME may appoint an
independent professional auditor to determine the Fees owed to CME at Licensee’s sole costand expense. CME and Licensee will accept the determination of the appointed independent
professional auditor.
8.5. If an audit reveals an underpayment of 5% or more, Licensee shall bear the reasonable costs
and expenses of the audit.
9. Representations, Warranties, Indemnities & Limitation of Liability
9.1. CME represents and warrants, that it has the right to supply Information for the purposes
specified in this Agreement.
9.2. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NO CME GROUP ENTITY, NOR ANY
OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, AGENTS,
CONSULTANTS, OR LICENSORS SHALL BE LIABLE FOR: (A) ANY DELAY,
INACCURACIES, ERRORS, OMISSIONS, OR INTERRUPTION OF ANY KIND IN RELATION
TO THE INFORMATION OR FOR ANY RESULTING LOSS OR DAMAGE; OR (B) LOSS OR
DAMAGE ARISING FROM UNAUTHORIZED ACCESS TO OR MISUSE OF INFORMATION.
9.3. EXCEPT AS EXPRESSLY SET OUT IN THIS SECTION 9, NO CME GROUP ENTITY NORANY CME GROUP LICENSORS, MAKE ANY REPRESENTATIONS OR WARRANTIES AND
EACH HEREBY DISCLAIMS AND SHALL HAVE NO LIABILITY FOR ALL OTHER
REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT
LIMITATION TO THE MERCHANTABILITY, QUALITY OF THE INFORMATION OR ITSFITNESS FOR A PARTICULAR PURPOSE, UNINTERRUPTED SERVICE OR ERRORFREE SERVICE, OR THE SEQUENCE, TIMELINESS, ACCURACY OR COMPLETENESS
OF THE INFORMATION. THE INFORMATION IS PROVIDED ON AN "AS IS" BASIS AT
LICENSEES SOLE RISK.
9.4. CME will indemnify and hold Licensee, its officers, directors, employees and agents harmlessfrom and against any and all Damages directly incurred by Licensee resulting from any Claims
that CME owned Information used in compliance with the terms and conditions of thisAgreement, excluding the format or processing of such Information, infringes any third party
intellectual property right other than patent rights, provided that the relevant Claim does notarise out of: (i) any derivative works or modification to the Information made by Licensee; (ii)the combination of the Information with other products or technology not supplied by CME or(iii) any breach of this Agreement. CME shall have sole authority to defend or settle such Claim.
If the relevant Claim is based on content obtained from a third party, CME will indemnify andhold harmless Licensee, its officers, directors, employees and agents only to the extent thethird party has indemnified CME; provided that this indemnity may be limited by the amountrecovered by CME from the relevant third party in proportion to other claims (actual or
potential) arising out of the alleged infringement, after deducting CME’s expenses associatedwith such relevant Claim. Licensee shall not be considered a third party beneficiary of any
indemnity obtained by CME from a third party for any content included in the Information. If theInformation becomes, or CME believes is likely to become, subject to an infringement Claim,
CME may, at its sole discretion and expense: (a) replace or modify the Information, or any
portion thereof, so that it becomes non-infringing; (b) obtain for Licensee a license to continue
using the infringing part of the Information, or (c) terminate this Agreement as to the infringing
part of the Information. The foregoing states CME’s entire liability and Licensee’s sole andexclusive remedies for infringement claims and actions of any kind.
9.5. Licensee will indemnify, defend and hold harmless each of the CME Group entities and theirrespective officers, directors, members, employees, agents, consultants and licensors against
all Claims and Damages which any of them has or have incurred or paid to any third party
arising from: (a) access to or use of Information by any Licensee Group entity, or any recipientof Information from any Licensee Group entity, except where the losses or claims arise fromwillful misconduct on the part of CME or its officers; or (b) a breach of warranties under thisAgreement by any Licensee Group entity.
9.6. The indemnified party shall promptly notify the indemnifying party in writing of any such Claims
that would affect its indemnification obligations. The indemnifying party shall have sole controlof the defense and settlement of any Claim to which the indemnity relates. The indemnified
party shall cooperate reasonably to facilitate any defense or settlement of the Claim.
9.7. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO CIRCUMSTANCES SHALL ANY
CME GROUP ENTITY OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS,MEMBERS, EMPLOYEES, AGENTS, CONSULTANTS OR LICENSORS BE LIABLE
HEREUNDER TO ANY LICENSEE GROUP ENTITY OR TO OTHERS DIRECTLY OR
INDIRECTLY MAKING USE OF INFORMATION, FOR ANY LOST PROFITS, INDIRECT,INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, ARISINGUNDER THIS AGREEMENT, EVEN IF CME HAS BEEN ADVISED OF THE POSSIBILITY
THEREOF AND EVEN IF DUE TO CME’S ERROR, OMISSION, OR NEGLIGENCE. 9.8 TO
THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE AGGREGATE
LIABILITY OF ANY CME GROUP ENTITY OR ANY OF THEIR RESPECTIVE OFFICERS,DIRECTORS, MEMBERS, EMPLOYEES, AGENTS, CONSULTANTS OR LICENSORSHEREUNDER EXCEED THE LESSER OF: (a) ONE MILLION US DOLLARS ($1,000,000);
AND (b) THE FEES PAID TO CME BY LICENSEE HEREUNDER IN THE TWELVE (12)MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM,REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED IN CONTRACT, TORT,STRICT LIABILITY, OR OTHERWISE. THIS LIMITATION SHALL SURVIVE FAILURE OF
ESSENTIAL PURPOSE OF ANY REMEDIES THAT MAY BE PROVIDED IN THISAGREEMENT.
10. Confidentiality
10.1. Confidential Information will be held in confidence by the receiving party and not be disclosed
without the disclosing party’s consent to any third party except to any CME Group entity, CME
Group licensors and any Licensee Group entity, and each of their respective agents,
consultants and third-party advisors, provided they are bound by substantially similar
confidentiality provisions as are set out in this Agreement.
10.2. Confidential Information does not include Information that:(a) at the time of disclosure is already publicly available;

(b) is already known to the receiving party prior to disclosure by the disclosing party;(c) after disclosure becomes publicly available through no fault of the receiving party;(d) becomes rightfully known to either party without restriction from another source;(e) is developed independently by the receiving party without use of the disclosing
party’s Confidential Information; or(f) is required to be disclosed by order of legal or regulatory authorities, or is requested
by agency action of a regulatory authority with jurisdiction over the receiving party,
provided that the receiving party provides reasonable notice to the disclosing partyof such required disclosure and reasonably cooperates with the disclosing party inpreventing or limiting such disclosure.
11. General
11.1. The order of priority of the documents that form this Agreement in descending order is: (i) the
Information Policies; (ii) the Schedules; and (iii) this Information License Agreement.
11.2. Amendments(a) This Agreement may only be amended by the signed written agreement of bothparties, unless otherwise expressly permitted within the Agreement.
(b) CME may amend: (i) the Information Policies and any part of the Schedules,
excluding Fees, on at least thirty (30) Days’ written notice to Licensee; and (ii) Fees
and any other provision of the Agreement, on ninety (90) Days’ written notice toLicensee.
(c) CME may add or delete Information and change its technical specifications. Unlessprecluded by malfunction, emergency or regulatory requirement, CME will use
commercially reasonable efforts to provide Licensee with: (i) advance notice of any
such changes; or (ii) ninety (90) Days’ advance notice for material changes.
Licensee may propose amendments to Licensee sections of the Schedules bysubmitting amended Schedules to CME. Such amendments shall be effective on
the effective date of the applicable Schedule.
11.3. This Agreement may not be assigned without the written consent of the other party, suchconsent not to be unreasonably withheld. Notwithstanding the foregoing, CME may assign ortransfer this Agreement to: (i) a CME Group entity; or (ii) to another party in connection with amerger, reorganization or sale of all or substantially all of the assets of CME or similar business
transaction.
11.4. Neither party shall be liable for delay or failure to perform any of its obligations under thisAgreement (other than payment of Fees), due to any cause beyond its reasonable control.
Such a cause must not be an intentional act by either party or an act of gross negligence byeither party and may include, but not be limited to extraordinary environmental conditions, fire,war, terrorism, riot, dispute or act of government.
11.5. If any part, term or provision of this Agreement is held illegal, invalid or unenforceable, thevalidity or enforceability of the remainder of the Agreement shall not be affected.
11.6. All notices shall be sent in writing by email, overnight delivery by a nationally recognizedexpress transportation company or registered mail and shall be sent:(a) for Licensee, to the Authorized Contact for Notices using that person’s email
address or the Licensee postal address at Schedule 1; and(b) forCME,
tolegalnotices@cmegroup.com
with
a
copy
to
marketdata@cmegroup.com or to General Counsel at the address at the captionof this Agreement; or such other address as may be specified by a party to theother party pursuant to notice giving in accordance with this section.
11.7. CME is entitled to rely on the validity of representations, notices and communications from
Authorized Contacts and officers of the Licensee. Licensee will promptly submit an amended
Schedule 1 in the event of any change of Authorized Contacts.
11.8. The failure of either party to exercise any right or remedy under this Agreement or at law shallnot prevent any further exercise of that right or remedy.
11.9. This Agreement is the complete and exclusive statement of the agreement between the parties
and supersedes all prior agreements, oral or written, and all other communications between
the parties concerning the subject matter of this Agreement. Each party acknowledges that no
reliance is placed on any representation not embodied in this Agreement.
11.10. This Agreement and any Schedules or amendments, and all of which together shall constituteone and the same instrument, may be executed in two or more separate counterparts, eachof which shall be deemed an original as a click and accept online agreement or electronicallyusing electronic signature.
11.11. The provisions of sections 3, 6, 7, 8, 9, 10 and 11 shall survive termination of the Agreement.
Termination or expiry of this Agreement shall not affect any accrued rights or liabilities of theparties.
11.12. The language of the Agreement is English and all obligations under and communications
relating to the Agreement shall be conducted in English.
11.13. This Agreement shall be governed by the internal laws of the State of Illinois, and the federal
laws of the United States, without regard to conflicts of laws principles. Any controversy or
claim arising out of or relating to this Agreement, or the breach thereof, shall be settled byarbitration administered by the American Arbitration Association in accordance with its
Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may
be entered in any court having jurisdiction thereof. The place of arbitration shall be Chicago,
Illinois. The arbitration shall be in English and shall be governed by the laws of the State of
Illinois. The Parties acknowledge that a material breach relating to certain provisions of thisAgreement by a party (such as confidentiality or scope of licensed use) may, by its gravity or
nature, cause immediate or irreparable injury to the other party that cannot be adequately
compensated for in damages. Accordingly, notwithstanding anything to the contrary in thisAgreement, in the event of any such material breach and in addition to all other remedies
available herein, the non-breaching party may seek solely injunctive relief (including atemporary restraining order, preliminary injunction or permanent injunction) from any court ofcompetent jurisdiction, without posting a bond or other security.

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be duly executedin its name and on its behalf by the officer or representative duly authorized.

Schedule 7 to Information License Agreement
Index & Benchmark License
Version 4.02

Schedule 7 Effective Date:
Agreement Effective Date:

1.

Definitions
Application: a system or computer software that uses Information for Non-Display Use.
As Needed: requires Licensee to report Internal Use Packages, Internal Non-Display Use Packages andDistribution Packages added or removed during the month, in the month they were added or removed.
Benchmark Information: Information designated by CME as benchmark information in the Information
Policies and this Schedule.
Category Use: the terms and conditions governing the use of the Benchmark Information for the purpose
defined in each of the Categories as set forth in the Appendices.
Client: any natural person, firm, corporation or other organization for whom a Licensee Group entity provides
access to a Product.
Delayed Benchmark Information: Benchmark Information that is made available 24 hours, but not morethan 7 days, after initial publication of the index or benchmark as applicable.
Direct Receipt of Benchmark Information: a feed, connection, or access point to Benchmark Informationfrom CME.
Historical Benchmark Information: Benchmark Information that is made available more than 7 days after
initial publication of the index or benchmark as applicable.
Internal Display Device: a Device that is used to display Information to employees of Licensee Group
entities.
Indirect Receipt of Benchmark Information: a feed, connection, or access point to Benchmark
Information from a Data Provider.
Informational Material: all Prospectus, and all advertisements, brochures, promotional and other similar
informational material that in any way use or refer to CME, the Information or the Products.
Intranet: display of Information on a Licensee Group entity site on a private network that is accessible only
to Licensee or Licensee Group employees and on-site independent contractors providing services to such
entity.
Non-Display Benchmark Use: non-viewable use of Benchmark Information in any system, process,program, machine or calculation other than in order to display or distribute Benchmark Information for
display. Such use may include, but is not limited to, calculation of P&L, portfolio valuation, order processing
and pricing curves.

3© 2021 CME Group. All rights reserved.

Product: Licensee Group derivative work listed in each applicable Appendix including the values and pricing
thereof.
Prospectus: any prospectus, contract, offering memorandum or similar writing issued in connection with any
Product.
Real Time Benchmark Information: Benchmark Information that is made available within 24 hours ofinitialpublication of the index/benchmark.

2.

License Restrictions and Fee
2.1. In addition to the other restrictions set out in this Agreement, no Licensee Group entity may
distribute theBenchmark Information outside of Licensee Group entities for any purpose whatsoever
without the prior written consent of CME.
2.2. In addition to the other restrictions set out in this Agreement, each Licensee Group entity agrees that
it will notengage in conduct in any way which may reasonably be considered to bring or have the effect ofbringing the Benchmark Information or any CME Group entity into disrepute.
2.3. Licensee must report all use of Benchmark Information in accordance with Schedule 3, Reporting,on a perDevice Unit of Count, unless a different Unit of Count is identified in section 1 of each Appendix
to this Schedule.The frequency of reporting is identified in section 1 of each Appendix to this Schedule.
2.4. The Fees for the use of Benchmark Information hereunder are set forth in section 1 of eachAppendix. AnnualFees are prorated in the first calendar year, are charged in advance and are notrefundable.
2.5. As of the Schedule 7 Effective Date, this Schedule 7 supersedes every prior Schedule 7 executed
betweenthe parties.
2.6. All Fees payable under this Schedule 7 will automatically increase on an annual basis, from January
1 of eachcalendar year by a percentage amount based on inflation measured by the consumer price index
data collected andpublished by the International Monetary Fund, provided that CME may choose to waive
one or more annual Fee increases on notice to Licensee.
2.7. Licensee accepts the terms and conditions of this Agreement on behalf of Licensee Group and is
responsible for the actions or inactions of all entities in Licensee Group, as if such actions were Licensee’s
own. Licensee will be responsible for the payment of all Fees on behalf of itself and each entity in the
Licensee Group.
2.8. No Licensee Group entity shall have any rights to use the Benchmark Information for purposes otherthan those solely set forth in this Agreement and in the Information Policies including, but not limited to, thecreation, calculation, issuance, distribution, settlement, maintenance or support of any derivative works,
including, but not limited to: indexes, exchange traded products (ETP) (e.g. exchange traded funds (ETF),
exchange traded notes (ETN)), quotes, price assessments, spot or amalgamated prices or values, ratios,
curves, surfaces, charts, certificates, warrants, contracts for difference (CFDs) and other leveraged
products, ETP values (e.g. indicative optimized portfolio values (IOPV), net asset values (NAV or iNAV)),any analytical reference figures or values calculated from Benchmark Information for purposes of fundadministration or portfolio management services, pre- and post-trade risk management services, or valuation
services.
2.9. Licensee agrees that the Product must be created as a result of a material calculation, modification,
manipulation, alteration, or change to the Benchmark Information or any portion thereof, whereby: (i) theoriginal values of the Benchmark Information are no longer discernible; (ii) the Products cannot be used asa substitute for the Benchmark Information; (iii) the Benchmark Information may not be readily reverse
engineered from the Product as CME may determine in its sole discretion; or (iv) the Benchmark Information
is used in whole, or in part, in conjunction, aggregation or combination with other Information or data toprocess, develop, create, or otherwise calculate a price or value. CME reserves the right to determine in its
sole discretion whether a Product meets the requirements of this Section 2.9.

2© 2021 CME Group. All rights reserved.

2.10. Licensee must execute an updated Appendix or amendment with CME in order to add a new productto this Agreement or expand any Licensee Group entity’s use of Benchmark Information beyond the scopeof the rights granted in this Agreement. CME may determine whether to accept any addition of products toan Appendix, however such acceptance shall not be unreasonably withheld or delayed or conditioned. Either
party can remove a Product by giving written notice of at least ninety (90) days. Licensee may remove any
affected Product in the event of a revision of Fees by CME by providing notice in writing within thirty (30)days of the date of the fee increase notice.
2.11. Except as expressly permitted under this Agreement, no Licensee Group entity may: (a) copy, modify,
reverse engineer, reverse assemble or reverse compile the Benchmark Information or any part thereof; (b)license, sublicense, transfer, sell, resell, publish, reproduce, or otherwise distribute or redistribute theBenchmark Information or any portion thereof in any manner; or (c) use the Benchmark Information or any
portion thereof in the creation of derivative works as may be determined in CME’s sole discretion.
2.12. Nothing in this Agreement shall restrict or limit CME or its Affiliates, from making products available
for trading or from granting any rights to third parties that permit the issuance or trading of products that are
identical to, similar to or which compete with a Product.
2.13. Each Licensee Group entity will include the disclaimer set out below in all Informational Materials, andupon request provide a copy thereof to CME:
CME GROUP MARKET DATA IS USED UNDER LICENSE AS A SOURCE OF INFORMATION FOR
CERTAIN [LICENSEE/LICENSEE GROUP] PRODUCTS. CME GROUP HAS NO OTHER CONNECTION
TO [LICENSEE/LICENSEE GROUP] PRODUCTS AND SERVICES AND DOES NOT SPONSOR,ENDORSE, RECOMMEND OR PROMOTE ANY [LICENSEE/LICENSEE GROUP] PRODUCTS ORSERVICES. CME GROUP HAS NO OBLIGATION OR LIABILITY IN CONNECTION WITH THE[LICENSEE/LICENSEE GROUP] PRODUCTS AND SERVICES. CME GROUP DOES NOT GUARANTEE
THE ACCURACY AND/OR THE COMPLETENESS OF ANY MARKET DATA LICENSED TO[LICENSEE/LICENSEE GROUP] AND SHALL NOT HAVE ANY LIABILITY FOR ANY ERRORS,OMISSIONS, OR INTERRUPTIONS THEREIN. THERE ARE NO THIRD-PARTY BENEFICIARIES OF ANY
AGREEMENTS OR ARRANGEMENTS BETWEEN CME GROUP AND [LICENSEE/LICENSEE GROUP].
CME will provide Licensee with thirty (30) days’ written notice of any changes to the disclaimer, unless
amendments are required under law or regulation.

3.

Notices of Miscalculation Error or Restatement
3.1 The benchmark administrator for Benchmark Information is CME Group Benchmark
Administration Ltd. (“CBA”).
3.2 CBA or CME will provide prompt written notice of any miscalculation, error, or restatement inaccordance with published methodologies for any index or benchmark.

4.

Personal Data
4.1 Personal Data obtained will be used in accordance with the Privacy Policy.

IN WITNESS WHEREOF, each of the parties has caused this Schedule to be duly executed in its name and on its
behalf by the officer or representative duly authorized.
[Insert Signature Block]3© 2021 CME Group. All rights reserved.

Appendix A to Schedule 7 of the Information
License Agreement - CME Term SOFR
Version 4.02

Appendix A Effective Date:
Schedule 7 Effective Date:
Agreement Effective Date:
Category 3 Service:1.

CME Term SOFR Information

Internal Display, Non-Display Benchmark and Category Use Packages of Real Time Benchmark, Delayed
Benchmark, and Historical Benchmark Information
CME Term SOFR
Information Use Package Description

2.

Fee/Fee Basis

Reporting Frequency/Unit of Count

Effective Date

Definitions
Asset Threshold: Licensee Group total assets of USD $1.5 billion or $10 billion, as applicable asdetermined by CME in its reasonable discretion.
Cash Market Financial Products: loans, mortgages, bonds, money market instruments (including
certificates of deposit and commercial paper), cash securities, preferred stock, floating rate notes,
structured notes, bank notes, forward rate agreements, capital or deposit instruments and any other debt or
credit instruments.
CME Term SOFR Information: Benchmark Information that consists of the values of the CME Term
SOFR Reference Rates which provide an indicative, forward-looking measurement of SOFR rates, basedon market expectations implied from leading derivatives markets.
End User: is an individual or entity that is a counterparty or guarantor to the applicable Cash Market
Financial Product or OTC Derivative Product with Licensee.
Financial Institution Any Licensee Group entity (other than a Public Policy Financial Institution) engaged
in the business of (other than in an ancillary capacity), dealing with, engaging in, or otherwise facilitating,financial and/or monetary transactions, including, without limitation, retail or corporate banking and lending
activities, securities brokerage activities, insurance or reinsurance services, investment or portfolio
management activities, dealing in money markets, FX trading, issuing or trading futures, options or otherderivatives, serving as an advisor with respect to any of the foregoing, and any other financial services, ineach case as determined by CME in its sole discretion.

1© 2021 CME Group. All rights reserved.

Market Data Agreement: any agreement between Licensee and CME or Data Provider, that grants
Licensee Group, the right to receive and use the Benchmark Information, in accordance with the terms ofthat agreement. Such agreement does not grant any Licensee Group entity the right to use the Benchmark
Information in any Use Category or derivative works based upon the Benchmark Information other than forinternal business purposes only and those limited rights granted within the Market Data Agreement.
Non-Financial Institution: Any entity that is neither a Financial Institution nor a Public Policy Financial
Institution.
OTC Derivative Product: structured products, swaps, security-based swaps, forwards, portfolios,
warrants, options, and repos and other similar derivative instruments.
Public Policy Financial Institution: Any entity that is (i) a central bank, government treasury, ministry offinance or other such public or quasi-public financial institution established for the primary purpose of serving
public policy goals but (ii) excludes, for the avoidance of doubt, any government pension schemes,sovereign
wealth funds or other public asset owners acting principally as a market participant, in each case(i) and (ii) as determined by CME in its sole discretion.

3.

CME Term SOFR Information License, Restrictions and Fees
3.1
a.

Subject to the terms and conditions of this Agreement, including but not limited to payment of therelevant Fees, CME grants Licensee Group, a limited non-exclusive, non-transferable, nonsublicensable license, during the Term, to display CME Term SOFR Information in the Internal
Display Use Packages identified in section 1 of this Appendix for its internal business purposes
only.

b.

Licensee must report all Internal Display Use of CME Term SOFR Information in accordance with
Schedule 3, Reporting, on a per Device Unit of Count, unless a different Unit of Count is identified
in section 1 of this Appendix. The frequency of reporting is identified in section 1 of this Appendix.

3.2

2

Internal Display Use

CME Term SOFR Information Internal Non-Display Benchmark Usea.

Subject to the terms and conditions of this Agreement, including but not limited to payment of therelevant Fees, CME grants Licensee Group, a limited non-exclusive, non-transferable, nonsublicensable license, during the Term, to use the CME Term SOFR Information for Non-Display
Benchmark Use identified in section 1 of this Appendix for its internal business purposes only,
subject to the restrictions set out in Schedule 7 and the Information Policies. Except as set forthin this Appendix, no Licensee Group entity may display or distribute or create any derivative
works based upon any CME Term SOFR Information without the prior written consent of CME.

b.

Licensee must report all Non-Display Benchmark Use of CME Term SOFR Information inaccordance with this Appendix and Schedule 3, Reporting, on a per Device Unit of Count, unless a
different Unit of Count is identified in section 1 of this Appendix. The frequency of reporting is
identified in section 1 of this Appendix.

3.3

Category Usea.

Licensee agrees, on behalf of each Licensee Group entity, that it has entered into a Market Data
Agreement that grants Internal Display or Internal Non-Display Benchmark Use rights as required
for each Category Use licensed hereunder, and that the foregoing Category Use rights are granted
contingent on Licensee retaining a Market Data Agreement for Internal Display or Internal NonDisplay Benchmark Use at all times Licensee is granted Category Use rights as set forth below.

b.

Subject to the terms and conditions of this Agreement, including but not limited to payment of therelevant Fees, CME grants Licensee Group, a limited non-exclusive, non-transferable, non-© 2021 CME Group. All rights reserved.

sublicensable license, during the Term, to use the CME Term SOFR Information for the Category
Use identified in section 1 of this Appendix, subject to this section 3.3 and the restrictions set out in
Schedule 7 and the Information Policies.
c.

Each Licensee Group entity that is licensed to use the CME Term SOFR Information for Category 1
or Category 2 use, may distribute limited extracts of CME Term SOFR Historical Benchmark
Information on an occasional basis to prospective End Users, investors, lenders or buyers subject
to the Information Policies, provided that such Information: (i) is provided manually; and (ii) is
provided on a push basis only. Such distribution of limited extracts does not grant any actual or
implied rights to the receiver of such Historical Benchmark Information. No Licensee Group entity
may use or distribute the Benchmark Information in any way that could cause the information soused or distributed, as a substitute for the Benchmark Information. CME may determine in its sole
discretion whether any distribution meets the requirements of this provision.

d.

Category 1 Use – in order to be licensed for Category 1 Use Licensee must hold a Non-Display
Benchmark Use License or an Internal Display Benchmark Use for CME Term SOFR
Information, as applicable.
1. Category 1 Use is the use of CME Term SOFR Information:a. only as a reference in Cash Market Financial Products;
b. as a primary reference rate or fallback reference rate in Cash Market Financial Products,
including in connection with interest amount, default rate and close-out calculations,c. with respect to such Cash Market Financial Products, in valuation and pricing activities,
including, but not limited to, collateral calculations, interest rate calculations, the creation ofpricing, discount and forward curves,
d. with respect to such Cash Market Financial Products, in communications and disclosures
to third parties in connection with performance measurement, benchmarking, strategy
outcome measurements and money market and other return calculations; ande. for purposes of converting or transitioning Cash Market Financial Products referencing,
directly or indirectly, an IBOR to another rate as a conversion factor or price adjustment.
2. For the avoidance of doubt, no Licensee Group entity may use the CME Term SOFR
Information licensed for Category 1 Use:a. to issue or list any OTC Derivative Products or other financial products that are listed on an
exchange, trading facility or other trading venue,b. to provide central counterparty clearing services; orc. for any purpose not specifically permitted in this Agreement, including the creation ofderivative works (for example benchmark rates or indices).
3. Notwithstanding the foregoing, Licensee or any Licensee Group entity may disclose the CME
Term SOFR Information that is used as a reference rate in a Cash Markets Financial Productor an OTC Derivative Product to its End User solely for the purposes of identifying thereference rate used with respect to such Cash Markets Financial Product or an OTC Derivative
Product.
4. Additional Reporting: Licensee is required to report the total notional outstanding value inUnited States Dollars (USD) of all Cash Market Financial Products that reference any elementof the CME Term SOFR Information. Such reports are due on an annual basis and must be
submitted to CME no later than the last business day of February of each calendar year.
5. Termination and Cash Markets Financial Products Maintenance Period.

3© 2021 CME Group. All rights reserved.

a. On and after the expiration or termination of this Appendix, no Licensee Group entity
shall use or permit the use of the CME Term SOFR Information licensed under thisAppendix except that each Licensee Group entity may continue existing licensed
Category 1 Use ofthe CME Term SOFR Information:(i) only with respect to Cash Markets Financial Products for which CME Term SOFR
Information is being used as a reference, in accordance with the terms of thisAgreement, as of the effective date of such expiration or termination, provided that
Licensee has notified CME in writing of the furthest expiry date for any such CashMarkets Financial Products (“Existing Cash Markets Financial Products”);(ii) only during the period in which the Existing Cash Markets Financial Products remain
outstanding (“Cash Markets Financial Products Maintenance Period”); and(iii) as required by applicable law or regulation.
b. No Licensee Group entity may enter into any extensions or amendments that result in theextension of any Existing Cash Markets Financial Products.
c. All such use of the CME Term SOFR Information during the Cash Markets Financial
Products Maintenance Period must be in accordance with the terms and conditions of thisAgreement, including the obligation to pay Fees.
d. Fees for use of the CME Term SOFR Information during the Cash Markets Financial
Products Maintenance Period will be at 75% of the prevailing rate of Fees for Category 1
Use.
e.

Category 2 Use - in order to be licensed for Category 2 Use Licensee must hold a Non-Display
Benchmark Use License or an Internal Display Benchmark Use License for CME Term SOFR
Information, asapplicable
1. Category 2 Use is the use of CME Term SOFR Information only as a reference in an OTC
Derivative Product that is tied or linked to Licensee and End User hedging against exposure
from one or more Cash Market Financial Products that references the same CME Term SOFR
Information (“OTC Hedged Product”). For the avoidance of doubt, no Licensee Group entity
may use the CME Term SOFR Information:a. to issue or list any OTC Derivative Products or other financial product that are listed on an
exchange, trading facility or other trading venue;b. to provide central counterparty clearing services; orc. for any purpose not specifically permitted in this Agreement, including the creation ofderivative works (for example benchmark rates or indices).
2. Notwithstanding the foregoing, Licensee or any Licensee Group entity may disclose theBenchmark Information that is used as a reference rate in a Cash Markets Financial Product oran OTC Derivative Product to its End User solely for the purposes of identifying the reference
rate used with respect to such Cash Markets Financial Product or an OTC Derivative Product.
No reporting is required should such disclosure occur.
3. Additional Reporting: Licensee is required to report the notional outstanding value of all OTC
Derivative Products that reference the CME Term SOFR Information and that are used tohedge End User Term SOFR exposure. Such reports are due on an annual basis and must be
submitted to CME no later than the last business day of February of each calendar year.

4© 2021 CME Group. All rights reserved.

4. Fees: CME Term SOFR Information Category 2 Use is subject to the payment of the Fees by
Licensee as set out in section 1 of this Appendix. The Fee is for use of the licensed CME Term
SOFR Information by the Licensee Group and the value of the total assets of the Licensee
Group is used to determine whether Licensee Group meets the Asset Threshold. If Licensee
seeks a waiver of Fees based on Licensee Group having collective total assets below theapplicable Asset Threshold Licensee represents, warrants and covenants to CME that:a. Licensee Group has total assets below such Asset Threshold (whether based on assets
under management, the value of assets on Licensee Group’s balance sheet or any otherobjective measure CME may reasonably employ) for the most recent fiscal year end;b. Licensee will upon request, promptly provide CME with reasonable, non-proprietaryevidence of the value of such assets; andc. Licensee will promptly notify CME should the value of Licensee Group’s assets later
exceed such Asset Threshold, whether during the current calendar year or as of asubsequent year-end period.
5. Termination and Existing OTC Derivative Products Maintenance Period.
a. On and after the expiration or termination of this Appendix, no Licensee Group entity
shall use or permit the use of the CME Term SOFR Information licensed under thisAppendix except that each Licensee Group entity may continue existing licensed
Category 2 Use ofthe CME Term SOFR Information:(i) only with respect to OTC Hedged Products, in accordance with this Agreement, as ofthe effective date of such expiration or termination, provided that Licensee has notified
CME in writing of the furthest expiry date for any such OTC Hedged Products (“Existing
OTC Hedged Products”);(ii) only during the period in which the Existing OTC Hedged Products remain outstanding(“Existing OTC Hedged Products Maintenance Period”); and(iii) as required by applicable law or regulation.
b. No Licensee Group entity may enter into any extensions or amendments that result in theextension of any Existing OTC Hedged Products.
c. On and after the expiration or termination of this Appendix, no Licensee Group entity may
use the CME Term SOFR Information as a reference in any OTC Hedged Products otherthan the Existing OTC Hedged Products.
d. All such use of the CME Term SOFR Information during the Existing OTC Hedged
ProductsMaintenance Period must be in accordance with the terms and conditionsof this Agreement, including the obligation to pay Fees.
e. Fees for use of the CME Term SOFR Information during the Existing OTC Hedged
Products Maintenance Period will be at 75% of the prevailing rate of Fees for
Category 2 Use.
f.

Category 3 Use - in order to be licensed for Category 3 Use Licensee must hold a Non-Display
Benchmark Use License.
1. Category 3 Use is the use of CME Term SOFR Information for the creation of one or more
Products for use in the Category 3 Services, by Clients. Such services are owned and operated
by a Licensee Group entity and provided to Clients (“Category 3 Service”). Such use consistsof:a. processing, developing, creating, calculating, maintaining, supporting or marketing
the Products. Products may include, but are not limited to valuations, prices,collateral calculations, interest rate calculations, the creation of pricing discount andforward curves, performance measurements, benchmarking, strategy outcome

5© 2021 CME Group. All rights reserved.

measurements and money market and other return calculations as CME may
determine in its sole discretion, where such Products and Category 3 Services arelisted in section 3.3(f).2; andb. with the prior written consent of CME, distributing the Products within the Category 3
Service, for that Licensee Group entity’s Clients’ use within the Category 3 Service only.
2. Products & Category 3 Services
Product

Category 3
Service

Distribution Timing

3. On and after the expiration or termination of the Category 3 Use, no Licensee Group entity shalluse or permit the use of the CME Term SOFR Information under this Appendix except that eachLicensee Group entity may use the CME Term SOFR Information in accordance with the terms
and conditions of this Appendix including the obligation to pay Fees:(i.) in connection with a Product previously approved and that requires an orderly wind down
for one (1) year after such termination date;(ii.) as otherwise set out in this Appendix; and(iii.) as required by applicable law or regulation
4. The Fees for the use of the CME Term SOFR Information for the creation of Products hereunderare set forth in section 3.3(f)(2) and as may be amended by CME pursuant to section 11.2(b)of the Agreement. These Fees are in addition to any other Fee as set forth in this Agreement.
5. Licensee will ensure that all Clients are aware of their obligation to enter into and maintain a licensewith CME for use of CME Term SOFR Information.
6. The parties acknowledge and agree that Licensee shall pay Fees for such use commencing
on the Appendix A Effective Date; provided, however, that for the avoidance of doubt, nothingherein shall be interpreted as a release for any use prior to the Appendix A Effective Date.
7. Reporting: Licensee must report the total number of Clients that access each Category 3
Services on a monthly basis in accordance with Schedule 3, reporting on a per Device Unit ofCount, unless a different Unit of Count is identified in the table at section 1 of this Appendix orotherwise within Schedule 7.
8. Description of Category 3 Service[insert the description of the service]4© 2021 CME Group. All rights reserved.