Last Update: 12/5/20175/24/2018 © 20187 ICE Trade Vault, LLC Page 1

ICE TRADE VAULT PARTICIPANT AGREEMENT

This agreement (the “ICE Trade Vault Agreement”) sets out the terms on which ICE Trade Vault, LLC

(“ICE Trade Vault”), which owns and operates an electronic platform (the “ICE Trade Vault Platform”) for 

the collection, storage and regulatory reporting of a comprehensive range of trade data in respect of

swaps that have been approved by relevant governmental authorities for reporting to ICE Trade Vault (the 

“ICE SDR Service”), has agreed to provide the party identified below (“Participant”) with access to the ICE 

Trade Vault Platform. All capitalized terms used in this ICE Trade Vault Agreement shall have the 

meanings ascribed to them in this ICE Trade Vault Agreement. 

1) ACCESS TO ICE TRADE VAULT PLATFORM. ICE Trade Vault hereby grants Participant a nonexclusive, non-transferable, revocable license to access the ICE Trade Vault Platform as it may exist 

from time to time and to utilize any hardware, software, systems and/or communications links 

furnished by ICE Trade Vault to Participant from time to time (collectively, the “System”) in 

accordance with the ICE Trade Vault Terms (as defined below), solely for the purpose of allowing 

Participant to use the ICE SDR Service in the form offered by ICE Trade Vault from time to time. 

2) TERMS OF ACCESS. Participant’s access to and use of the System and the ICE SDR Service will 

be governed by this ICE Trade Vault Agreement, taken together with (i) the Service and Pricing 

Schedules (the “Schedules”) available on ICE Trade Vault’s website at www.icetradevault.com, (ii) 

the ICE Trade Vault SDR Rulebook governing the ICE SDR Service, and (iii) any other applicable 

Annexes relating to this ICE Trade Vault Agreement (collectively referred to herein as the “ICE Trade 

Vault Terms”). ICE Trade Vault may amend the ICE Trade Vault Terms at any time by posting 

amendments on ICE Trade Vault’s website at www.icetradevault.com and any such amendments will 

be prospectively binding on Participant, provided that ICE Trade Vault will provide at least two weeks’ 

prior notice, through electronic or other direct communication with Participant, of any such 

amendments that are likely to materially and adversely affect Participant or its rights or obligations 

hereunder. Participant’s use of the ICE Trade Vault Platform after the effective date of any such 

amendment shall constitute its ratification of and agreement to any such amendment. If ICE Trade 

Vault elects to require Participant to acknowledge and agree to an amendment, such amendment will 

not become effective until Participant has done so in the manner specified by ICE Trade Vault. 

3) PARTICIPANT’S REPRESENTATIONS, WARRANTIES AND COVENANTS. Participant hereby 

represents, warrants and covenants as follows: 

a) The ICE SDR Service, the System and ICE Trade Vault Information (as defined below) are the 

exclusive proprietary property of ICE Trade Vault constituting trade secrets. For purposes of this 

Agreement, “ICE Trade Vault Information” means all information and content displayed or 

distributed on the System or as part of the ICE SDR Service or derived therefrom, but for 

purposes of this Section 3(a) excludes data submitted to the ICE SDR Service by Participant or 

on Participant’s behalf (“ICE SDR Service Data”). Participant has been granted a limited license 

to use the System, the ICE SDR Service and the ICE Trade Vault Information solely for the 

purposes set forth herein and Participant will have no other rights with respect to the System, the 

ICE SDR Service or the ICE Trade Vault Information. Without limitation of the foregoing, 

Participant will access and utilize the System, the ICE SDR Service and the ICE Trade Vault

Information solely for its own internal business activities in accordance with the ICE Trade Vault

Terms. In accordance with the foregoing, Participant will not provide access to the System, the 

ICE SDR Service or the ICE Trade Vault Information to any third party unless such third party is 

an affiliate of Participant or an ICE Trade Vault approved Authorized Agent as provided in Section 

4 below. Participant agrees that it will not copy, modify, reverse engineer, reverse assemble or 

reverse compile the System, the ICE SDR Service or any of the ICE Trade Vault Information 

displayed on the System; and that it will not distribute, rent, sell, retransmit, redistribute, release 

or license the System, the ICE SDR Service or any ICE Trade Vault Information, or any part 

thereof to any third party (other than to its affiliates and agents subject to and in accordance with 

this ICE Trade Vault Agreement). Participant further agrees that it will not, without limitation 

(other than for its own internal use in accordance with this ICE Trade Vault Agreement), 

communicate, redistribute, or otherwise furnish, or permit to be communicated, redistributed or 

otherwise furnished, all or any portion of the ICE Trade Vault Information, in any format, to any 
Last Update: 12/5/20175/24/2018 © 20187 ICE Trade Vault, LLC Page 2

third party or in constructing or calculating the value of any index or indexed products. Participant 

will use its best efforts to ensure that its partners, officers, directors, employees and agents 

maintain sole control and possession of, and sole access to, ICE Trade Vault Information 

obtained through Participant’s access to the System. Notwithstanding anything to the contrary 

herein, it is understood and agreed that any and all ICE SDR Service Data shall be the nonexclusive property of ICE Trade Vault and Participant, and that each party shall have the right to 

use, sell, retransmit or redistribute such information, in accordance with Applicable Law (as 

defined below) and the provisions of Section 7 hereof. It is further understood and agreed that 

use of ICE SDR Service Data is subject to restrictions detailed in the ICE Trade Vault SDR 

Rulebook and Applicable Law. For purposes of this Agreement, “Applicable Law” means all 

applicable governmental laws, rules and regulations, judicial orders and decisions, and the rules, 

regulations, interpretations and protocols of any applicable self-regulatory organization, as 

amended from time to time.

b) Participant will comply with the ICE Trade Vault Terms and Applicable Law in connection with 

Participant’s access to and use of the System, the ICE SDR Service and the ICE Trade Vault

Information. 

c) Participant acknowledges and accepts that it shall be solely responsible for any and all costs or 

expenses associated with its accessing and utilizing the ICE Trade Vault Platform. 

d) Participant acknowledges that ICE Trade Vault may, in its sole discretion, with or without cause or 

prior notice to Participant but subject to compliance with Applicable Law, temporarily or 

permanently cease to make ICE Trade Vault Information available or suspend, terminate or 

restrict Participant’s access to and utilization of the ICE Trade Vault Platform. Participant 

acknowledges that its access to and utilization of the ICE Trade Vault Platform may be monitored 

by ICE Trade Vault for its own purposes (including, without limitation, for purposes of maintaining 

the functional and operational integrity of the System and for purposes of complying with 

Applicable Law) and not for the benefit of Participant. The ICE Trade Vault SDR Rulebook may 

set forth additional terms and conditions under which ICE Trade Vault may temporarily or 

permanently suspend the respective ICE SDR Service.

e) Participant has all necessary power and authority to execute and perform this ICE Trade Vault

Agreement, and this ICE Trade Vault Agreement is its legal, valid and binding agreement, 

enforceable against Participant in accordance with its terms. Neither the execution of nor 

performance under this ICE Trade Vault Agreement by Participant violates any law, rule, 

regulation or order, or any agreement, document or instrument, binding on or applicable to 

Participant. 

f) Participant agrees to provide ICE Trade Vault with information related to Participant’s use of the 

System and the ICE SDR Service that are reasonably requested by ICE Trade Vault, if such 

information is reasonably necessary in order to enable ICE Trade Vault to assess the identity of 

persons or entities accessing the System and the ICE SDR Service through Participant’s 

Passwords (as defined in Section 4), maintain the integrity of the System, or to comply with 

Applicable Law, and such information will be accurate and complete in all material respects and 

subject to the Confidentiality provisions of Section 7. Should Participant refuse to provide 

information, or if the information demonstrates a potential violation of the terms and conditions of 

this ICE Trade Vault Agreement, then ICE Trade Vault shall have the right, upon five (5) days’ 

notice, to conduct an on-site audit during regular business hours of Participant’s compliance with 

this ICE Trade Vault Agreement. ICE Trade Vault may inspect, among other things, any use of 

the System, the ICE SDR Service and the ICE Trade Vault Information. ICE Trade Vault’s right of 

inspection shall extend only so far as may be necessary to ensure compliance by Participant with 

the provisions of this ICE Trade Vault Agreement.

g) Participant acknowledges acknowledges that the Services and related technical information, 

documents and materials are subject to export controls under the U.S. Export Administration 

Regulations and the requirements of the U.S. Department of the Treasury’s Office of Foreign 

Assets Controls’ (OFAC) sanctions programs, including the Specially Designated Nationals List 

(collectively the “Controls”). Participant will: (i) comply with all legal requirements established 
Last Update: 12/5/20175/24/2018 © 20187 ICE Trade Vault, LLC Page 3

under the Controls; (ii) cooperate fully with ICE in any official or unofficial audit or inspection that 

relates to the Controls; and (iii) not export, re-export, divert or transfer, directly or indirectly, any 

such item or direct products thereof to, or otherwise enter into any transaction or engage in any 

other activities with, any country, territory or Person restricted or targeted by the Controls. Trusted 

Source further represents and warrants that as of the date of this Agreement, (x) neither 

Participant, Participant Affiliates nor any of their respective affiliates, subsidiaries, or any director 

or corporate officer of any of the foregoing entities, is the subject of any OFAC sanctions,(y) 

Participant is not 50% or more owned or controlled, directly or indirectly, by any person or entity 

that is the subject of any OFAC sanctions, and (z) to the best of Participant’s knowledge, no entity 

or entities own or control either directly or indirectly more than 50% of the Subscriber are the 

subject of OFAC sanctions. For so long as this Agreement is in effect, Participant will notify ICE 

as soon as is practicable, but in any event no later than forty-eight (48) hours after it determines 

that any of these circumstances change.

Participant acknowledges that the Services and related technical information, documents and 

materials are subject to export controls under the U.S. Export Administration Regulations (EAR)

and the requirements of the U.S. Department of the Treasury’s Office of Foreign Assets Controls’ 

(OFAC) sanctions programs, including the Specially Designated Nationals List (collectively the 

“Controls”). Participant will: (i) comply with all legal requirements established under the Controls; 

(ii) cooperate fully with ICE in any official or unofficial audit or inspection that relates to the 

Controls; and (iii) not export, re-export, divert or transfer, directly or indirectly, any such item or 

direct products thereof to, or otherwise enter into any transaction or engage in any other activities 

with, any country, territory or Person restricted or targeted by the Controls. Participant further 

represents and warrants that as of the date of this Agreement, (x) neither Participant, 

Participant’s Affiliates nor any of their respective affiliates, subsidiaries, or any director or 

corporate officer of any of the foregoing entities, is the subject of any OFAC sanctions, and (y) S 

Participant is not 50% or more owned or controlled, directly or indirectly, by any person or entity 

that is the subject of any OFAC sanctions. For so long as this Agreement is in effect, Participant 

will notify ICE as soon as is practicable, but in any event no later than forty-eight (48) hours after 

it determines that any of these circumstances change. Notwithstanding anything to the contrary in 

this Agreement, ICE reserves the right to immediately terminate this Agreement to the extent that 

Participant’s access to or use of the Services would violate the Controls.

h)

h) Participant acknowledges and agrees that all fees and other charges incurred by Participant 

under this ICE Trade Vault Agreement in any calendar month shall be invoiced by ICE Trade 

Vault to Participant based on the Schedules, as amended from time to time. If Participant elects

via the System to pay certain fees and charges on behalf of another firm, Participant 

acknowledges and agrees that it will also be invoiced for such fees and charges based on the 

Schedules, as amended from time to time. ICE Trade Vault will make an invoice available to

Participant within the ICE Trade Vault System that states the amount owed by Participant, 

including any fees, other charges or related taxes, which will be due and payable in the currency, 

timeframe and manner specified in the Schedules. Late payments will bear interest after the due 

date at a rate per annum of interest equal to the Prime Rate (as published in the Wall Street 

Journal) plus 1.5%, to the extent that such rate shall not exceed the maximum rate allowed by 

Applicable Law. A Participant has 30 days from the date of invoice to reconcile and dispute any 

charges, after which the Participant will be deemed to have accepted all charges as correct.

i) Participant acknowledges that Participant shall be liable for all taxes and duties (other than 

franchise and income taxes owed by ICE Trade Vault) arising out of this ICE Trade Vault

Agreement, including, without limitation, taxes and duties levied by non-U.S. jurisdictions.

j) Participant acknowledges that excessive levels of messages and queries submitted via the ICE 

Trade Vault API by Participant can negatively impact System performance, and acknowledges 

that ICE Trade Vault reserves the right to, if deemed necessary by ICE Trade Vault in its sole 

discretion, suspend Participant's access to the ICE SDR Service and the System pursuant to this 
Last Update: 12/5/20175/24/2018 © 20187 ICE Trade Vault, LLC Page 4

Section 3(j). Following any suspension, ICE Trade Vault will notify Participant of the remedial 

actions necessary in order to reinstate Participant’s access to the ICE SDR Service.

k) Participant represents that any ICE SDR Service Data submitted by Participant or on its behalf is 

accurate and complete in all material respects and compliant with Applicable Law and agrees to 

comply with its obligations under Applicable Law to verify ICE SDR Service Data submitted to the 

ICE SDR Service on its behalf. Participant further agrees that it will report any errors or omissions 

in respect of the ICE SDR Service Data as soon as technologically practicable after discovery of 

any such error or omission in accordance with the ICE Trade Vault SDR Rulebook.

4) USER IDs AND PASSWORDS. 

a) ICE Trade Vault may, in its sole and absolute discretion, issue to Participant, through its 

employees designated as its administrator(s) with respect to Participant’s use of the System 

(“Participant User Administrator”), one or more user IDs and passwords (collectively, the 

"Passwords") for access to the system via the user interface (UI) only for use exclusively by 

employees or ICE Trade Vault-approved third party agents (“Authorized Agents”) of Participant or 

a Participant affiliate that are properly authorized to access the ICE SDR Service on behalf of 

Participant. The initial Participant User Administrator(s) for the ICE SDR Service are identified at 

the end of this ICE Trade Vault Agreement and Participant will notify ICE Trade Vault promptly of 

any change in its Participant User Administrator(s). 

b) ICE Trade Vault may, in its sole and absolute discretion, issue to Participants, one or more user 

IDs and passwords to access the ICE Trade Vault Application Program Interfaces (API) for use 

exclusively by employees or ICE Trade Vault -approved Authorized Agents of Participant or a 

Participant affiliate that are properly authorized to use the ICE SDR Service on behalf of 

Participant. 

c) Participant will be solely responsible for controlling and monitoring the use of the Passwords, will 

provide the Passwords only to its Authorized Agents, and will not provide the Passwords to any 

third party other than an Authorized Agent. Participant will immediately notify ICE Trade Vault of 

any unauthorized disclosure or use of the Passwords or access to the ICE SDR Service or of the 

need to deactivate any Passwords. Participant acknowledges and agrees that it will be bound by 

any actions taken through the use of its Passwords (except through the fault or negligence of ICE

Trade Vault), whether or not such actions were authorized. 

d) The Participant User Administrator shall be responsible for all communications between ICE

Trade Vault and Participant and any notices or other communications sent to the Participant User 

Administrator by ICE Trade Vault shall be binding on Participant. 

e) Upon issuance of Passwords to Participant, ICE Trade Vault may include the Participant’s name 

among any list of participants in promotional materials relating to the ICE SDR Service. Any use 

of the trademark, trade name or logo of Participant by ICE Trade Vault in a press release or other 

promotional material will require the prior written consent of Participant.

4) TERM. This ICE Trade Vault Agreement, as amended from time to time, will continue in effect unless 

and until terminated by either party upon 30 days’ written notice to the other, provided that this ICE 

Trade Vault Agreement shall remain in effect with respect to any ICE SDR Service Data submitted 

prior to such termination. Termination of this ICE Trade Vault Agreement shall terminate the ICE 

SDR Service provided by ICE Trade Vault to Participant. Each party's continuing obligations under 

this ICE Trade Vault Agreement and the ICE Trade Vault Terms, including, without limitation, those 

relating to "Indemnification" and "Confidentiality", will survive the termination of this ICE Trade Vault

Agreement. 

5) LIMITATION OF LIABILITY; INDEMNITY.

a) PARTICIPANT ACKNOWLEDGES, UNDERSTANDS AND ACCEPTS THAT ICE TRADE VAULT

MAKES NO WARRANTY WHATSOEVER TO PARTICIPANT AS TO THE SYSTEM, OR THE 

ICE SDR SERVICE, EXPRESS OR IMPLIED, AND THAT THE SYSTEM, AND ICE SDR

SERVICE ARE PROVIDED ON AN “AS IS” BASIS AT PARTICIPANT’S SOLE RISK. ICE

TRADE VAULT EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABIL-
Last Update: 12/5/20175/24/2018 © 20187 ICE Trade Vault, LLC Page 5

ITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER ICE NOR ITS MANAGERS, 

OFFICERS, AFFILIATES, SUBSIDIARIES, SHAREHOLDERS, EMPLOYEES OR AGENTS 

MAKE ANY WARRANTY WITH RESPECT TO, AND NO SUCH PARTY SHALL HAVE ANY 

LIABILITY TO PARTICIPANT (i) FOR THE ACCURACY, TIMELINESS, COMPLETENESS, 

RELIABILITY, PERFORMANCE OR CONTINUED AVAILABILITY OF THE SYSTEM OR THE 

ICE SDR SERVICE OR (ii) FOR DELAYS, OMISSIONS OR INTERRUPTIONS THEREIN. 

PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE ICE SDR SERVICE DOES NOT 

AND SHALL NOT SERVE AS THE PRIMARY BASIS FOR ANY DECISIONS MADE BY 

PARTICIPANT AND THAT ICE TRADE VAULT IS NOT AN ADVISOR OR FIDUCIARY OF 

PARTICIPANT. 

b) Subject to Section 6(c) of this ICE Trade Vault Agreement, Participant shall indemnify, protect 

and hold harmless ICE Trade Vault, its directors, officers, affiliates, employees and agents from 

and against any and all losses, liabilities, judgments, suits, actions, proceedings, claims, 

damages, and costs (including attorneys’ fees) resulting from or arising out of any act or omission 

by any person obtaining access to the ICE Trade Vault Platform through the Passwords (other 

than through the fault or negligence of ICE Trade Vault), whether or not Participant has 

authorized such access.

c) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, 

PUNITIVE OR CONSEQUENTIAL DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE 

POSSIBILITY OF SUCH DAMAGES. 

d) Notwithstanding the terms of Section 6(a), in the event that ICE Trade Vault is determined to be 

liable to Participant for any cause, Participant expressly agrees that in entering into this ICE 

Trade Vault Agreement, ICE Trade Vault’s aggregate liability, for all causes of action, will not 

exceed the total fees and other amounts (excluding any applicable taxes or duties) paid to ICE

Trade Vault by Participant in the previous six months from the date of the occurrence of the 

liability.

7) CONFIDENTIALITY. 

a) Any and all non-public information in any form obtained by either party or its employees arising 

out of or related to the provision or use of the System or the ICE SDR Service, including but not 

limited to trade secrets, processes, computer software and other proprietary data, research, 

information or documentation related thereto and ICE Trade Vault Information, shall be deemed 

to be confidential and proprietary information. Each party agrees to hold such information in strict 

confidence and not to disclose such information to third parties (other than to its employees, its 

affiliates and their employees or its agents) or to use such information for any purpose whatsoever other than as contemplated by the ICE Trade Vault Terms and to advise each of its 

employees, affiliates and agents who may be exposed to such proprietary and confidential 

information of their obligations to keep such information confidential in accordance with this 

Section 7. 

b) The restrictions in Section 7(a) shall not apply to information which: (i) is in or becomes part of the 

public domain other than by disclosure by such party in violation of this ICE Trade Vault Agreement; (ii) is known to or obtained by such party previously without an obligation of confidentiality; 

(iii) is independently developed by such party outside of this ICE Trade Vault Agreement; (iv) is 

required to be disclosed by Applicable Law, or pursuant to a subpoena or order of a court or 

regulatory, self-regulatory or legislative body of competent jurisdiction; or (v) is disclosed in 

connection with any regulatory or self-regulatory request for information.

c) In the event that ICE Trade Vault receives a subpoena, data request, or order of court in any 

private-party litigation requesting confidential information of Participant, ICE Trade Vault will 

promptly notify Participant of such requirement or request to the extent it is legally permitted to do 

so. ICE Trade Vault will make reasonable commercial efforts to cooperate with Participant to 

enable Participant to narrow the scope of the required or requested disclosures or to seek a 

protective order or other similar relief. If requested by Participant, ICE Trade Vault will formally 

request that any governmental entity treat the information provided as confidential, to the extent it 
Last Update: 12/5/20175/24/2018 © 20187 ICE Trade Vault, LLC Page 6

is not already treated as such, pursuant to the U.S. Freedom of Information Act or pursuant to an 

equivalent or comparable law or regulation, if applicable.

d) Any access to ICE Trade Vault Information provided by ICE Trade Vault to a corporate affiliate, 

whether pursuant to a license or otherwise, shall be allowed solely for the purposes set forth in 

the ICE Trade Vault Terms and only with the affiliate’s agreement to and compliance with ICE

Trade Vault’s obligations with respect to ICE Trade Vault Information under the ICE Trade Vault

Terms, except to the extent otherwise agreed directly between Participant and such affiliate.

8) NOTICES. All notices delivered with respect to this ICE Trade Vault Agreement shall be in writing 

and either (i) hand delivered or forwarded by registered or certified mail, or (ii) sent via electronic mail, 

in either case to the relevant address provided by a party for such purpose.

9) NO THIRD PARTY BENEFICIARY. Except as otherwise expressly provided in this ICE Trade Vault 

Agreement, nothing in this ICE Trade Vault Agreement shall be considered or construed as conferring 

any right or benefit on a person not a party to this ICE Trade Vault Agreement or imposing any 

obligations on ICE Trade Vault or Participant to persons not a party to this ICE Trade Vault

Agreement.

10) FORCE MAJEURE. Neither ICE Trade Vault nor Participant shall be deemed to be in default of any 

provision hereof or be liable for any delay, failure in performance, or interruption of service resulting 

directly or indirectly from acts of God, civil or military authority, civil disturbance, war, strikes, fires, 

other catastrophes, power failure or any other cause beyond its reasonable control.

11) WAIVER. No waiver by either party of any default by the other in the performance of any provisions 

of this ICE Trade Vault Agreement shall operate as a waiver of any continuing or future default, 

whether of a like or different character.

12) ASSIGNMENT. This ICE Trade Vault Agreement may not be assigned by either party without the 

other party's express prior written consent; provided, however, that (A) Participant may assign this 

ICE Trade Vault Agreement to any entity (i) controlling, controlled by, or under common control with 

Participant, or (ii) which succeeds to all or substantially all of the assets and business of Participant, 

provided that, in the case of any such assignment by Participant, the assignee agrees in writing to 

assume the assignor’s obligations under, and to be bound by the provisions of, this ICE Trade Vault

Agreement (as it may be amended from time to time); and (B) ICE Trade Vault may assign all or part 

of its rights and obligations under this ICE Trade Vault Agreement to any entity (i) controlling, 

controlled by, or under common control with ICE Trade Vault, or (ii) which succeeds to all or 

substantially all of the assets and business of ICE Trade Vault, provided that, in the case of any such 

assignment by ICE Trade Vault, the assignee agrees in writing to assume the obligations under, and 

to be bound by the provisions of, this ICE Trade Vault Agreement that have been assigned. On the 

effective date of any valid assignment pursuant to this Section 12, the assignor shall be released from 

all obligations and liabilities arising under this ICE Trade Vault Agreement or, in case of a partial 

assignment by ICE Trade Vault, from all obligations and liabilities arising from the parts of this ICE 

Trade Vault Agreement that have been assigned. This ICE Trade Vault Agreement shall be binding 

upon and shall inure to the benefit of the parties and their respective successors and permitted 

assigns in accordance with its terms.

13) GOVERNING LAW. Unless otherwise specified in an Annex, this ICE Trade Vault Agreement is 

deemed entered into in New York, New York and shall be governed and construed in all respects by 

the laws of the State of New York, without giving effect to principles of conflict of law. ICE Trade 

Vault’s ICE SDR Service is subject to regulation by the U.S. Commodity Futures Trading Commission

(“CFTC”) as a Swap Data Repository. 

14) DISPUTE RESOLUTION. Unless otherwise specified in an Annex, any dispute, claim or controversy 

between the parties relating to this ICE Trade Vault Agreement shall be resolved through binding 

arbitration conducted in accordance with the Arbitration Rules of the American Arbitration 

Association. Any such arbitration shall be conducted in New York, New York or at such other location 

as may be agreed to by the parties and the arbitrators. For the avoidance of doubt, this arbitration 

clause only applies to ICE Trade Vault and the Participant and does not apply to any disputes arising 

between participants or any other disputes between parties other than ICE Trade Vault and the 
Last Update: 12/5/20175/24/2018 © 20187 ICE Trade Vault, LLC Page 7

Participant. Notwithstanding the foregoing, each party acknowledges that a breach of this ICE Trade 

Vault Agreement may cause the other party irreparable injury and damage and therefore may be 

enjoined through injunctive proceedings in addition to any other rights and remedies which may be 

available to such other party at law or in equity, and each party hereby consents to the jurisdiction of 

any federal or state courts located in New York, New York with respect to any such action. The 

parties expressly waive their right to trial by jury in any such action.

15) ADDITIONAL TERMS FOR EU PARTICIPANTS. Where the Participant or one of more of its 

affiliates is incorporated in any member state of the European Economic Area, the additional terms 

available at https://www.theice.com/publicdocs/AdditionalTerms EUSubscribers.pdf (the “Additional 

Terms”) shall be incorporated into and form part of the Agreement under which ICE Trade Vault 

provides the Services to Participant, and, in the event of conflict with any other terms of the 

Agreement, these Additional Terms shall prevail. 

15) [RESERVED]

16) HEADINGS. The headings in this ICE Trade Vault Agreement are intended for convenience of 

reference and shall not affect its interpretation.

17) SEVERABILITY. If any provision of this ICE Trade Vault Agreement (or any portion thereof) shall be 

invalid, illegal or unenforceable, the validity, legality or enforceability of the remainder of this ICE 

Trade Vault Agreement shall not in any way be affected or impaired thereby.

Date: __________________, 20__

 [Insert Participant’s Full Legal Company Name Below]

ICE Trade Vault, LLC 

5660 New Northside Dr. NW 3

rd Floor Address: 

Atlanta, Georgia 30328, USA

Signature:__________________________ Signature: 

Name: Trabue Bland Name: 

Title: President Title: 

Participant User Administrator for ICE Trade Vault:

(Required to gain access to the ICE SDR Service)

Name: 

Title: 

Address:
Last Update: 12/5/20175/24/2018 © 20187 ICE Trade Vault, LLC Page 8

Telephone: 

Fax: 

Email: 
Last Update: 12/5/20175/24/2018 © 20187 ICE Trade Vault, LLC Page 9

ANNEX A – ICE SDR SERVICE

ICE Trade Vault offers the ICE SDR Service as a regulated service. The rules, terms, conditions and 

procedures applicable to the ICE SDR Service are set forth in the ICE Trade Vault SDR Rulebook

available at www.icetradevault.com. Participant agrees to be bound by the ICE Trade Vault SDR 

Rulebook, as amended from time to time, together with this Agreement for purposes of the ICE SDR 

Service.

In accordance with CFTC regulation § 49.10, ICE Trade Vault will ensure that the recording process of 

the ICE SDR Service does not invalidate or modify the terms of a valid swap.
Last Update: 12/5/20175/24/2018 © 20187 ICE Trade Vault, LLC Page 10

ANNEX B (INTENTIONALLY LEFT BLANK)
Last Update: 12/5/20175/24/2018 © 20187 ICE Trade Vault, LLC Page 11

ANNEX C – ADDITIONAL TERMS FOR EU PARTICIPANTS

Where the Participant is incorporated in any member state of the European Union the following terms 

shall be incorporated into and form part of the ICE Trade Vault Agreement and, in the event of conflict 

with any other terms of the ICE Trade Vault Agreement, shall prevail over such terms.

I. COMPLIANCE WITH LAW AND DATA PROTECTION

A. Participant shall: 

1. comply with, and represents and warrants that it has complied with, the UK Data Protection Act 

1998 and all applicable data protection legislation and regulations (the "Data Protection Laws") in relation 

to the use of the System and access to the ICE SDR Service by Participant and its Authorized Agents;

2. not, by any act or omission, put ICE Trade Vault or any of its affiliates or subsidiaries in breach of 

any of the Data Protection Laws; and 

3. do and execute, or arrange to be done and executed, each act, document and thing necessary or 

desirable in order to comply with this clause A.

B. Without limiting the foregoing, Participant shall:

1. inform, and represents and warrants that it has informed, its authorised employees that ICE

Trade Vault may: 

a. process their Personal Data for the purposes of providing and using the System and accessing 

the Exchange (including training and support), to administer and improve the System and the Exchange, 

marketing of ICE Trade Vault products and/or services and to meet legal and regulatory obligations;

b. disclose their Personal Data, for the purposes described in clause B.1.a. to any affiliate and/or 

subsidiary, legal and regulatory authority and any third party to whom ICE Trade Vault may delegate 

services or functions in relation to the System and/or the ICE SDR Service in accordance with the ICE 

Trade Vault Terms which may include transferring Personal Data to countries that do not provide legal 

protection of Personal Data equivalent to that in the United Kingdom.

2. obtain, and represents and warrants that it has obtained, from its Authorized Agents all consents

(in the relevant form required by the Data Protection Laws) to the processing described in clauses B.1.a. 

and B.2.b.

C. Participant shall provide to ICE Trade Vault, upon request, evidence that clause I. has been 

complied with.
Last Update: 12/5/20175/24/2018 © 20187 ICE Trade Vault, LLC Page 12

II. GOVERNING LAW

The ICE Trade Vault Agreement shall be governed in all respects by, and construed in accordance with 

the laws of England.

III. ARBITRATION

Any dispute, claim or controversy between the parties relating to this ICE Trade Vault Agreement shall be 

referred to and finally resolved by arbitration in England.

IV. THIRD PARTY RIGHTS

Subject to this section and Annex D of the ICE Trade Vault Agreement, a person who is not a party to this 

Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 (the "Third Parties Act") to 

enforce any term of this Agreement but this does not affect any right or remedy of a third party which 

exists or is available apart from the Third Parties Act. 

A counterparty to any Transaction (a "Third Party") may enforce the terms of the arbitration section of this 

Annex and the provisions of the Third Parties Act. Any counterparty trying to claim against a participant 

by exercising its third party rights under this Agreement rather than by its direct contractual relations with 

the participant will be bound by English law and arbitration jurisdiction under this formulation.

The parties to this Agreement do not require the consent of any Third Party to rescind or vary this 

Agreement at any time.
Last Update: 12/5/20175/24/2018 © 20187 ICE Trade Vault, LLC Page 13

ANNEX BD – ICE LINK®TRADE VAULT REPORTING CONNECTIVITY FOR CDS

The ICE Link®Trade Vault Reporting Connectivity, as further described in Section 1(a) below, is provided 

by Intercontinental Exchange Holdings, Inc. (“ICE”), an affiliate of ICE Trade Vault, independently of the 

ICE SDR Service, and will be provided to Participants who have (i) entered into a separate agreement 

with ICE governing Participant’s use of ICE’s post-transaction electronic processing functionality for credit 

derivative transactions known as ICE Link®(the “ICE Link®Agreement”), and (ii) executed this ICE Trade 

Vault Agreement, which includes this Annex BD.

This Annex BD (a) addresses Participant’s access to additional functionality available within ICE Link®for 

the purpose of submitting Participant’s ICE SDR Service Data to the ICE SDR Service, and (b) authorizes

ICE to provide the Participant’s ICE SDR Service Data to ICE Trade Vault in connection with the ICE SDR 

Service. This Annex BD supplements the ICE Trade Vault Agreement as well as the ICE Link®Agreement 

by setting forth the terms governing Participant’s use of and access to the ICE Link®Trade Vault 

Reporting Connectivity. Unless amended in this Annex BD, all terms and conditions contained in the ICE 

Link®Agreement shall remain in effect. 

Defined terms used herein but not otherwise defined herein shall have the same meaning set forth

elsewhere in this ICE Trade Vault Agreement. In the event of a conflict between this ICE Trade Vault 

Agreement and the ICE Link®Agreement, with respect to Participant’s use of and access to the ICE Link®

Trade Vault Reporting Connectivity only, the terms and conditions of this ICE Trade Vault Agreement

shall prevail.

1. ICE’S PROVISION OF TRADE VAULT REPORTING CONNECTIVITY 

a. ICE Link®Trade Vault Reporting Connectivity Definition. “ICE Link®Trade Vault Reporting 

Connectivity” means ICE’s proprietary connectivity and electronic messaging system that 

provides two-way communication of ICE SDR Service Data in respect of certain credit default 

swaps (“CDS”) to ICE Trade Vault for the purpose of meeting a Participant’s regulatory reporting 

obligations as required under Applicable Law. The term “ICE Link®Trade Vault Reporting 

Connectivity” includes all written documentation and specifications provided to Participant related 

thereto. 

b. Subject to Participant’s compliance with the terms of the (i) ICE Trade Vault Agreement

(including this Annex BD), as it relates to the use of the ICE SDR Service, and (ii) ICE Link®

Agreement, as it relates to Participant’s use and access to ICE Link®, Participant may access and 

use the ICE Link®Trade Vault Reporting Connectivity functionality in order to submit ICE SDR 

Service Data to the ICE SDR Service. Participant may use the ICE Link®Trade Vault Reporting 

Connectivity solely in connection with the ICE SDR Service.

2. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY; INDEMNITY

a. PARTICIPANT ACKNOWLEDGES, UNDERSTANDS AND ACCEPTS THAT NEITHER ICE 

NOR ICE TRADE VAULT MAKES ANY WARRANTY WHATSOEVER TO PARTICIPANT AS 

TO THE ICE LINK®TRADE VAULT REPORTING CONNECTIVITY, EXPRESS OR IMPLIED, 

AND THAT THE ICE LINK®TRADE VAULT REPORTING CONNECTIVITY IS PROVIDED 

ON AN “AS IS” BASIS AT PARTICIPANT’S SOLE RISK. BOTH ICE AND ICE TRADE 

VAULT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR 

FITNESS FOR A PARTICULAR PURPOSE. ICE, ICE TRADE VAULT AND THEIR 

RESPECTIVE MANAGERS, OFFICERS, AFFILIATES, SUBSIDIARIES, SHAREHOLDERS, 

EMPLOYEES OR AGENTS MAKE NO WARRANTY WITH RESPECT TO, AND NO SUCH 

PARTY SHALL HAVE ANY LIABILITY TO PARTICIPANT FOR, (i) THE ACCURACY, 

TIMELINESS, COMPLETENESS, RELIABILITY, PERFORMANCE OR CONTINUED 

AVAILABILITY OF THE ICE LINK®TRADE VAULT REPORTING CONNECTIVITY, OR (ii) 

DELAYS, OMISSIONS OR INTERRUPTIONS THEREIN. ICE SHALL HAVE NO DUTY OR 

OBLIGATION TO VERIFY ANY INFORMATION SUBMITTED TO OR DISPLAYED VIA THE 

ICE SDR SERVICE. PARTICIPANT ACKNOWLEDGES AND AGREES THAT ICE IS NOT 

AN ADVISOR OR FIDUCIARY OF PARTICIPANT. WITHOUT LIMITATION OF THE 
Last Update: 12/5/20175/24/2018 © 20187 ICE Trade Vault, LLC Page 14

FOREGOING, PARTICIPANT ACKNOWLEDGES, AGREES AND ACCEPTS THAT ICE 

SHALL HAVE NO LIABILITY OR RESPONSIBILITY WHATSOEVER FOR ANY MATTERS 

RELATED TO PARTICIPANT’S RELATIONSHIP OR DEALINGS WITH ICE TRADE VAULT, 

INCLUDING BUT NOT LIMITED TO THE ACCURACY OF ANY INFORMATION 

SUBMITTED BY ICE ON THE PARTICIPANT’S BEHALF TO ICE TRADE VAULT IN 

CONNECTION WITH PARTICIPANT’S USE OF THE ICE SDR SERVICE, ALL OF WHICH 

SHALL BE THE SOLE RESPONSIBILITY OF PARTICIPANT. 

b. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER ICE NOR ICE 

TRADE VAULT SHALL BE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, 

CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER LOSSES OR 

DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, 

LOSS OF BUSINESS, USE, DATA OR OTHER INTANGIBLE DAMAGES, EVEN IF SUCH 

PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER 

ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, 

NEGLIGENCE AND STRICT LIABILITY) OR OTHER LEGAL THEORY, HOWSOEVER 

CAUSED, ARISING OUT OF OR RELATING IN ANY WAY TO ICE LINK®TRADE VAULT 

REPORTING CONNECTIVITY AND/OR PARTICIPANT’S USE OF, OR INABILITY TO USE, 

OR RELIANCE ON, THE ICE LINK®TRADE VAULT REPORTING CONNECTIVITY. 

c. With respect to Participant’s use of the ICE Link®Trade Vault Reporting Connectivity, 

Participant agrees that it shall indemnify, protect, and hold harmless ICE, its directors, 

officers, affiliates, employees and agents, from and against any and all losses, liabilities, 

judgments, suits, actions, proceedings, claims, damages, or costs (including attorneys’ fees) 

resulting from or arising out of any act or omission by any person obtaining access to the ICE 

Link®Trade Vault Reporting Connectivity (other than through the fault or negligence of ICE), 

whether or not Participant has authorized such access.

d. Participant acknowledges and agrees that any and all information submitted by Participant to 

ICE Trade Vault utilizing the ICE Link®Trade Vault Reporting Connectivity may be disclosed 

to applicable regulators or other entities, including but not limited to relevant derivatives 

clearing organizations, as reasonably necessary to satisfy applicable regulatory reporting 

obligations. 

e. Notwithstanding the terms of Section 2(a), in no event shall ICE’s aggregate liability to the 

Participant or any other person or entity for damages under any provision of this Annex BD, 

and regardless of the form of action, whether arising out of or related to breach of contract, 

tort (including negligence) or otherwise, exceed ten thousand dollars ($10,000). The 

foregoing limitations shall apply even if the Participant’s remedies under this Annex BD fail of 

their essential purpose.

3. TERMINATION. 

Termination of this ICE Trade Vault Agreement shall automatically terminate Participant’s access 

to the ICE Link®Trade Vault Reporting Connectivity. 

5. DISPUTE RESOLUTION. Any dispute, claim or controversy between the parties relating to or in 

connection with ICE’s provision of, and Participant’s use of and access to, the ICE Link®Trade 

Vault Reporting Connectivity shall be resolved through binding arbitration conducted in 

accordance with the Arbitration Rules of the American Arbitration Association. Any such 

arbitration shall be conducted in New York, New York or at such other location as may be agreed 

to by the parties and the arbitrators. This arbitration clause only applies to ICE and the 

Participant solely with respect to the ICE Link®Trade Vault Reporting Connectivity and does not 

apply to any disputes arising between a Participant and ICE Trade Vault, which shall be resolved 

in accordance with Section 14 of the ICE Trade Vault Agreement, or any other disputes between 

parties other than ICE and the Participant. Notwithstanding the foregoing, each party 

acknowledges that a breach of the terms of this Annex BD may cause the other party irreparable 

injury and damage and therefore may be enjoined through injunctive proceedings in addition to 

any other rights and remedies which may be available to such other party at law or in equity, and 
Last Update: 12/5/20175/24/2018 © 20187 ICE Trade Vault, LLC Page 15

Participant hereby consents to the jurisdiction of any federal or state courts located in New York, 

New York with respect to any such action. The parties expressly waive their right to trial by jury in 

any such action.

6. ICE AS THIRD PARTY BENEFICIARY. Participant acknowledges and agrees that ICE is a third 

party beneficiary of the terms of this Annex BD.
Last Update: 12/5/20175/24/2018 © 20187 ICE Trade Vault, LLC Page 16

ANNEX CE- ICE eCONFIRM®TRADE VAULT REPORTING CONNECTIVITY

The ICE eConfirm Trade Vault Reporting Connectivity, as further described in Section 1(a) below, is 

provided by Intercontinental Exchange Holdings, Inc. (“ICE”), an affiliate of ICE Trade Vault, 

independently of the ICE SDR Service, and will be provided to Participants who have (i) entered into a 

separate agreement with ICE Trade Vault governing Participant’s use of ICE Trade Vault’s electronic 

platform for the matching of previously executed trades with other participants, and the matching of Trade 

data with a third party responsible for arranging the Trade, collectively known as the ICE eConfirm 

Service (the “ICE eConfirm Agreement”), and (ii) executed this ICE Trade Vault Agreement, which 

includes this Annex CE.

This Annex E C (a) addresses Participant’s access to additional functionality available within the ICE 

eConfirm Service for the purpose of submitting Participant’s ICE eConfirm Service Data to the ICE SDR 

Service, and (b) authorizes ICE to provide the Participant’s ICE eConfirm Service Data to ICE Trade Vault 

in connection with the ICE SDR Service. This Annex E supplements the ICE Trade Vault Agreement as 

well as the ICE eConfirm Agreement by setting forth the terms governing Participant’s use of and access 

to the ICE eConfirm Trade Vault Reporting Connectivity. Unless amended in this Annex CE, all terms 

and conditions contained in the ICE eConfirm Agreement shall remain in effect. 

Defined terms used herein but not otherwise defined herein shall have the same meaning set forth 

elsewhere in this ICE Trade Vault Agreement. In the event of a conflict between this ICE Trade Vault 

Agreement and the ICE eConfirm Agreement, with respect to Participant’s use of and access to the ICE 

eConfirm Trade Vault Reporting Connectivity only, the terms and conditions of this ICE Trade Vault 

Agreement shall prevail.

1. ICE’S PROVISION OF TRADE VAULT REPORTING CONNECTIVITY 

a. ICE eConfirm Trade Vault Reporting Connectivity Definition. “ICE eConfirm Trade Vault 

Reporting Connectivity” means ICE’s proprietary connectivity and electronic messaging system 

that provides two-way communication of ICE eConfirm Service Data in respect of certain trade 

data to ICE Trade Vault for the purpose of meeting a Participant’s regulatory reporting obligations 

as required under Applicable Law. The term “ICE eConfirm Trade Vault Reporting Connectivity” 

includes all written documentation and specifications provided to Participant related thereto. 

b. Subject to Participant’s compliance with the terms of the (i) ICE Trade Vault Agreement 

(including this Annex CE), as it relates to the use of the ICE SDR Service, and (ii) ICE eConfirm

Agreement, as it relates to Participant’s use and access to the ICE eConfirm Service, Participant 

may access and use the ICE eConfirm Trade Vault Reporting Connectivity functionality in order to 

submit ICE eConfirm Service Data to the ICE SDR Service. Participant may use the ICE 

eConfirm Trade Vault Reporting Connectivity solely in connection with the ICE SDR Service.

2. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY; INDEMNITY

a. PARTICIPANT ACKNOWLEDGES, UNDERSTANDS AND ACCEPTS THAT NEITHER ICE 

NOR ICE TRADE VAULT MAKES ANY WARRANTY WHATSOEVER TO PARTICIPANT AS 

TO THE ICE eCONFIRM TRADE VAULT REPORTING CONNECTIVITY, EXPRESS OR 

IMPLIED, AND THAT THE ICE eCONFIRM TRADE VAULT REPORTING CONNECTIVITY 

IS PROVIDED ON AN “AS IS” BASIS AT PARTICIPANT’S SOLE RISK. BOTH ICE AND ICE

TRADE VAULT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ICE, ICE TRADE VAULT AND

THEIR RESPECTIVE MANAGERS, OFFICERS, AFFILIATES, SUBSIDIARIES, 

SHAREHOLDERS, EMPLOYEES OR AGENTS MAKE NO WARRANTY WITH RESPECT 

TO, AND NO SUCH PARTY SHALL HAVE ANY LIABILITY TO PARTICIPANT FOR, (i) THE 

ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY, PERFORMANCE OR 

CONTINUED AVAILABILITY OF THE ICE eCONFIRM TRADE VAULT REPORTING 

CONNECTIVITY, OR (ii) DELAYS, OMISSIONS OR INTERRUPTIONS THEREIN. ICE 

SHALL HAVE NO DUTY OR OBLIGATION TO VERIFY ANY INFORMATION SUBMITTED 

TO OR DISPLAYED VIA THE ICE SDR SERVICE. PARTICIPANT ACKNOWLEDGES AND 

AGREES THAT ICE IS NOT AN ADVISOR OR FIDUCIARY OF PARTICIPANT. WITHOUT 
Last Update: 12/5/20175/24/2018 © 20187 ICE Trade Vault, LLC Page 17

LIMITATION OF THE FOREGOING, PARTICIPANT ACKNOWLEDGES, AGREES AND 

ACCEPTS THAT ICE SHALL HAVE NO LIABILITY OR RESPONSIBILITY WHATSOEVER 

FOR ANY MATTERS RELATED TO PARTICIPANT’S RELATIONSHIP OR DEALINGS WITH 

ICE TRADE VAULT, INCLUDING BUT NOT LIMITED TO THE ACCURACY OF ANY 

INFORMATION SUBMITTED BY ICE ON THE PARTICIPANT’S BEHALF TO ICE TRADE 

VAULT IN CONNECTION WITH PARTICIPANT’S USE OF THE ICE SDR SERVICE, ALL OF 

WHICH SHALL BE THE SOLE RESPONSIBILITY OF PARTICIPANT. 

b. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER ICE NOR ICE 

TRADE VAULT SHALL BE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, 

CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER LOSSES OR 

DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, 

LOSS OF BUSINESS, USE, DATA OR OTHER INTANGIBLE DAMAGES, EVEN IF SUCH 

PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER 

ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, 

NEGLIGENCE AND STRICT LIABILITY) OR OTHER LEGAL THEORY, HOWSOEVER 

CAUSED, ARISING OUT OF OR RELATING IN ANY WAY TO ICE eCONFIRM TRADE 

VAULT REPORTING CONNECTIVITY AND/OR PARTICIPANT’S USE OF, OR INABILITY 

TO USE, OR RELIANCE ON, THE ICE eCONFIRM TRADE VAULT REPORTING 

CONNECTIVITY. 

c. With respect to Participant’s use of the ICE eConfirm Trade Vault Reporting Connectivity, 

Participant agrees that it shall indemnify, protect, and hold harmless ICE, its directors, 

officers, affiliates, employees and agents, from and against any and all losses, liabilities, 

judgments, suits, actions, proceedings, claims, damages, or costs (including attorneys’ fees) 

resulting from or arising out of any act or omission by any person obtaining access to the ICE 

eConfirm Trade Vault Reporting Connectivity (other than through the fault or negligence of 

ICE), whether or not Participant has authorized such access.

d. Participant acknowledges and agrees that any and all information submitted by Participant to 

ICE Trade Vault utilizing the ICE eConfirm Trade Vault Reporting Connectivity may be 

disclosed to applicable regulators or other entities, including but not limited to relevant 

derivatives clearing organizations, as reasonably necessary to satisfy applicable regulatory 

reporting obligations. 

e. Notwithstanding the terms of Section 2(a), in no event shall ICE’s aggregate liability to the 

Participant or any other person or entity for damages under any provision of this Annex CE, 

and regardless of the form of action, whether arising out of or related to breach of contract, 

tort (including negligence) or otherwise, exceed ten thousand dollars ($10,000). The 

foregoing limitations shall apply even if the Participant’s remedies under this Annex CE fail of 

their essential purpose.

3. TERMINATION. 

Termination of this ICE Trade Vault Agreement shall automatically terminate Participant’s access 

to the ICE eConfirm Trade Vault Reporting Connectivity. 

5. DISPUTE RESOLUTION. Any dispute, claim or controversy between the parties relating to or in 

connection with ICE’s provision of, and Participant’s use of and access to, the ICE eConfirm

Trade Vault Reporting Connectivity shall be resolved through binding arbitration conducted in 

accordance with the Arbitration Rules of the American Arbitration Association. Any such 

arbitration shall be conducted in New York, New York or at such other location as may be agreed 

to by the parties and the arbitrators. This arbitration clause only applies to ICE and the 

Participant solely with respect to the ICE eConfirm Trade Vault Reporting Connectivity and does 

not apply to any disputes arising between a Participant and ICE Trade Vault, which shall be 

resolved in accordance with Section 14 of the ICE Trade Vault Agreement, or any other disputes 

between parties other than ICE and the Participant. Notwithstanding the foregoing, each party 

acknowledges that a breach of the terms of this Annex CE may cause the other party irreparable 

injury and damage and therefore may be enjoined through injunctive proceedings in addition to 
Last Update: 12/5/20175/24/2018 © 20187 ICE Trade Vault, LLC Page 18

any other rights and remedies which may be available to such other party at law or in equity, and 

Participant hereby consents to the jurisdiction of any federal or state courts located in New York, 

New York with respect to any such action. The parties expressly waive their right to trial by jury in 

any such action.

6. ICE AS THIRD PARTY BENEFICIARY. Participant acknowledges and agrees that ICE is a third 

party beneficiary of the terms of this Annex CE.
Last Update: 12/5/20175/24/2018 © 20187 ICE Trade Vault, LLC Page 19

ANNEXES F-H (INTENTIONALLY LEFT BLANK)
Last Update: 12/5/20175/24/2018 © 20187 ICE Trade Vault, LLC Page 20

ANNEX DI – ADDITIONAL TERMS TO THE ICE TRADE VAULT

PARTICIPANT AGREEMENT FOR INVESTMENT MANAGERS

If Participant is an investment manager acting on behalf of one or more counterparties to a swap that is 

reported to ICE Trade Vault to satisfy an obligation under Applicable CFTC Regulations (as defined in the 

ICE Trade Vault SDR Rulebook), the following terms shall supplement, amend and be incorporated into 

and form part of the ICE Trade Vault Agreement and, in the event of conflict with any other terms of the 

ICE Trade Vault Agreement, shall prevail over such terms.

INVESTMENT MANAGER TERMS

This Annex shall amend and supplement the ICE Trade Vault Agreement with respect to Investment 

Managers as Participants, as follows:

1. First paragraph. The first paragraph to the ICE Trade Vault Agreement shall be amended by 

adding the following before the last sentence:

“Participant is the investment manager (the “Investment Manager”) for each of the entities 

listed in Exhibit 1 to this Annex DI hereto (as amended from time to time pursuant to 

Section 3(m) below), each of which is a “Client” of the Investment Manager.”

2. Section 3. Participant’s Representations, Warranties and Covenants. The following 

paragraphs shall be added as sections 3(l) and 3(m) of the ICE Trade Vault Agreement:

“(l) Participant has been duly granted authority or a power of attorney (or both) enabling 

it to act on each Client’s behalf pursuant to this ICE Trade Vault Agreement, and 

Participant has full power and legal authority, on each Client’s behalf and for each 

Client’s account, to use the ICE SDR Service. 

(m) Exhibit 1 to this Annex DI contains a list of the Clients for which Participant will be 

using the ICE SDR Service. Exhibit 1 includes each Client’s full legal name, Legal 

Entity Identifier (as defined in the ICE Trade Vault SDR Rulebook) and account 

number. Participant will promptly update or modify the information contained in 

Exhibit 1 from time to time as necessary so that the information contained in Exhibit 1

remains current by delivering to ICE Trade Vault at TradeVaultSupport@theice.com 

a revised version of Exhibit 1 that includes all information required by this Section 

3(m). The representations and warranties contained in Section 3(l) above shall be 

deemed repeated by Participant on each date on which Participant delivers a revised 

Exhibit 1 to ICE Trade Vault.” 

3. Section 6. Limitation of Liability. Section 6(b) shall be amended by adding the following before 

the period at the end thereof:

“, and (ii) any act or omission by Participant that is outside the scope of the authority 

granted by a Client”

4. [Reserved]

5. [Reserved]

6. [Reserved]

[Remainder of the page intentionally left blank; signature page follows]
Last Update: 12/5/20175/24/2018 © 20187 ICE Trade Vault, LLC Page 21

In consideration of the mutual covenants and agreements set forth herein and for other good and 

valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties below

covenant and agree to the terms set out in the ICE Trade Vault Agreement as supplemented and 

amended by this Annex DI.

Date: __________________, 20______

 [Insert Participant’s Full Legal Company Name Below]

ICE Trade Vault, LLC 

5660 New Northside Drive NW, 3rd Floor Address: 

Atlanta, Georgia 30328, USA

Signature: __________________________ Signature: 

Name: Trabue Bland Name: 

Title: President Title: 

Participant User Administrator for ICE Trade Vault:

(Required to gain access to the ICE SDR Service)

Name: 

Title: 

Address:

Telephone: 

Fax: 

Email: 
Last Update: 12/5/20175/24/2018 © 20187 ICE Trade Vault, LLC Page 22

EXHIBIT 1 TO ANNEX DI

LIST OF INVESTMENT MANAGER’S CLIENTS

FULL LEGAL NAME OF 

CLIENT

LEGAL ENTITY IDENTIFIER ACCOUNT NUMBER
Last Update: 12/5/20175/24/2018 © 20187 ICE Trade Vault, LLC Page 23

ANNEX J (INTENTIONALLY LEFT BLANK)
Last Update: 12/5/20175/24/2018 © 20187 ICE Trade Vault, LLC Page 24

ANNEX EK - CANADA SUPPLEMENT

TO THE ICE TRADE VAULT PARTICIPANT AGREEMENT

THIS CANADA SUPPLEMENT WILL ONLY APPLY TO PARTICIPANTS THAT HAVE EXECUTED

THIS ANNEX EK – CANADIAN SUPPLEMENT TO THE ICE TRADE VAULT PARTICIPANT 

AGREEMENT WITH ICE TRADE VAULT, LLC.

This Canada Supplement (the “Supplement”), shall, effective as of the date below, amend, supplement 

and form part of the ICE Trade Vault Participant Agreement (the “ICE Trade Vault Agreement”) between 

the participant identified below (the “Participant”) and ICE Trade Vault, LLC (“ICE Trade Vault”).

I. SCOPE 

The terms of this Supplement shall apply solely with respect to ICE Trade Vault’s operations in the 

Provinces (as defined below) and in respect of data for Derivatives Transactions (as defined below) 

reported under Applicable Provincial Rules and Policies (as defined below) (the “Canadian Services”).

Notwithstanding anything to the contrary in the ICE Trade Vault Agreement, in the event of any 

inconsistency between the terms of the ICE Trade Vault Agreement and the terms of this Supplement, 

this Supplement shall prevail, but solely with respect to the Canadian Services.

Unless otherwise specified in this Supplement, all capitalized terms used herein shall have the meanings 

assigned in the ICE Trade Vault Agreement.

II. PURPOSE

ICE Trade Vault has been designated or recognized as a trade repository in each province (collectively, 

the “PROVINCES” AND EACH A “PROVINCE”) identified in the Canada Annex of the Canada Rulebook 

(as defined below). This Supplement sets out the terms on which ICE Trade Vault has agreed to provide 

the Participant with access to the ICE Trade Vault Platform for purposes of reporting Derivatives 

Transaction data as required under Applicable Provincial Rules and Policies. 

III. CANADA SUPPLEMENT TERMS

This Supplement shall amend and supplement the ICE Trade Vault Agreement with respect to the 

Canadian Services, as follows:

1. Definitions.

Whenever used in the ICE Trade Vault Agreement, including this Supplement, the following terms 

shall have the following meanings:

“Act” means the provincial legislation pursuant to which the relevant Applicable Provincial Rules 

and Policies are promulgated.

“Applicable Provincial Rules and Policies” means rules and policies promulgated by a

Province that are applicable to the ICE TR Service.

“Commission” means an independent entity of a Province that is responsible for regulating 

Derivative Transactions in the Province. 

“Derivative Transaction” means a derivatives contract or instrument as defined in the relevant 

Act or Applicable Provincial Rules and Policies and that is not excluded from the definition by 

reason of any other rule or order of a Commission.

“ICE TR Service” means the collection, storage and regulatory reporting of Derivatives 

Transaction data by ICE Trade Vault, in respect of Derivatives Transactions of the asset class or 

classes ICE Trade Vault is approved to offer by a Commission. The term “ICE TR Service” shall 

replace the term “ICE SDR Service” wherever used in the ICE Trade Vault Agreement.

“Canada Rulebook” means the ICE Trade Vault SDR Rulebook (as that term is defined in the 

ICE Trade Vault Agreement), including the Canada Annex but not including any other 

jurisdictional annex, and as may be amended from time to time. The term “Canada Rulebook” 
Last Update: 12/5/20175/24/2018 © 20187 ICE Trade Vault, LLC Page 25

shall replace the term “ICE Trade Vault SDR Rulebook” wherever used in the ICE Trade Vault 

Agreement.

2. Additional Terms.

Terms of Access. Section 2(i) of the ICE Trade Vault Agreement is deleted in its entirety and 

replaced with the following:

(i) the Canadian Service and Pricing Schedules (the “Schedules”) available on ICE Trade 

Vault’s website at www.icetradevault.com

Participant’s Representations, Warranties and Covenants. The following paragraph is added 

as section 3(l) of the ICE Trade Vault Agreement:

(l) that the Participant shall (i) comply with, and represents and warrants that it has complied 

with all applicable data protection legislation and regulations (the "Data Protection Laws") in 

relation to the use of the System and access to the ICE SDR Service by Participant and its 

Authorized Agents; (ii) not, by any act or omission, put ICE Trade Vault or any of its affiliates 

or subsidiaries in breach of any of the Data Protection Laws; and (iii) do and execute, or 

arrange to be done and executed, each act, document and thing necessary or desirable in 

order to comply with this Section 3(l).

Governing Law. Section 13 of the ICE Trade Vault Agreement is amended by deleting the first 

sentence below and replacing it with the second sentence below: 

“ICE Trade Vault’s ICE SDR Service is subject to regulation by the U.S. Commodity Futures 

Trading Commission (“CFTC”) as a Swap Data Repository.”

“ICE Trade Vault’s ICE TR Service is subject to regulation as a designated/recognized trade 

repository in each of the Provinces.”

Language. The following paragraph is added as section 18 of the ICE Trade Vault Agreement:

LANGUAGE. The parties acknowledge that they have required that this ICE Trade Vault 

Agreement, the ICE Trade Vault Terms and all documents, notices, waivers, consents or 

other communications under or in connection with the ICE Trade Vault Agreement are to be 

prepared and executed in the English language only. Les parties aux présentes ont requis 

que la présente convention et tout document, avis, renonciation, consentement ou autre 

communication qui s’y rattache soient rédigés et signés en langue anglaise seulement et s’en 

déclarent satisfaites.

[signature page follows]
Last Update: 12/5/20175/24/2018 © 20187 ICE Trade Vault, LLC Page 26

In consideration of the mutual covenants and agreements set forth herein and for other good and 

valuable consideration (the receipt and sufficiency of which are hereby acknowledged) the parties below

covenant and agree to the terms set out in this Supplement:

Date: __________________, 20______

PARTICIPANT:

[Insert Participant’s Full Legal Company Name Below]

ICE Trade Vault, LLC

5660 New Northside Dr. NW 3rd Floor Address: 

Atlanta, Georgia 30328, USA

Signature: __________________________ Signature: 

Name: Trabue Bland Name: 

Title: President Title: 

LEI: ___________________________________

Participant User Administrator for ICE Trade Vault:

(Required to gain access to the ICE TR Service)

Name: 

Title: 

Address:

Telephone: 

Fax: 

Email: 
Last Update: 12/5/20175/24/2018 © 20187 ICE Trade Vault, LLC Page 27

ANNEX FL – ADDITIONAL TERMS FOR THIRD PARTY REPORTERS

If Participant reports swaps on behalf of a trading platform (i.e., either a SEF or DCM, each as defined in 

the ICE Trade Vault SDR Rulebook) or one or more counterparties to a swap that is reported to ICE 

Trade Vault to satisfy an obligation under Applicable CFTC Regulations (as defined in the ICE Trade 

Vault SDR Rulebook), and is neither a counterparty nor an Investment Manager (as defined in Annex DI)

with respect to such swaps (such Participant, a “Third Party Reporter”), the following terms shall 

supplement, amend and be incorporated into and form part of the ICE Trade Vault Agreement and, in the 

event of conflict with any other terms of the ICE Trade Vault Agreement, shall prevail over such terms.

THIRD PARTY REPORTER TERMS

This Annex shall amend and supplement the ICE Trade Vault Agreement with respect to Third Party 

Reporters as Participants, as follows:

1. First paragraph. The first paragraph to the ICE Trade Vault Agreement shall be amended by 

adding the following before the last sentence:

“Participant is the Third Party Reporter for each of the entities listed in Exhibit 1 to this 

Annex FL (as amended from time to time pursuant to Section 3(m) below), each of which 

is a “Client” of the Third Party Reporter.”

2. Section 3. Participant’s Representations, Warranties and Covenants. The following 

paragraphs shall be added as sections 3(l) and 3(m) of the ICE Trade Vault Agreement:

“(l) Participant has been duly granted authority enabling it to act on each Client’s behalf 

pursuant to this ICE Trade Vault Agreement, and Participant has full power and legal 

authority, on each Client’s behalf and for each Client’s account, to use the ICE SDR

Service. 

(m) Exhibit 1 contains a list of the Clients for which Participant will be using the ICE SDR

Service. Exhibit 1 includes each Client’s full legal name and Legal Entity Identifier (as 

defined in the ICE Trade Vault SDR Rulebook). Participant will promptly update or 

modify the information contained in Exhibit 1 from time to time as necessary so that 

the information contained in Exhibit 1 remains current by delivering to ICE Trade 

Vault at TradeVaultSupport@theice.com a revised version of Exhibit 1 that includes 

all information required by this Section 3(m). The representations and warranties 

contained in Section 3(l) above shall be deemed repeated by Participant on each 

date on which Participant delivers a revised Exhibit 1 to ICE Trade Vault.” 

3. Section 6. Limitation of Liability. Section 6(b) shall be amended by adding “(i)” between the 

words “of” and “any” in the fourth line thereof and by adding the following just before the period at 

the end thereof:

“; and (ii) any act or omission by Participant that is outside the scope of the authority 

granted by a Client”
Last Update: 12/5/20175/24/2018 © 20187 ICE Trade Vault, LLC Page 28

In consideration of the mutual covenants and agreements set forth herein and for other good and 

valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties below

covenant and agree to the terms set out in the ICE Trade Vault Agreement as supplemented and 

amended by this Annex FL.

Date: __________________, 20______

[Insert Participant’s Full Legal Company Name 

Below]

ICE Trade Vault, LLC 

5660 New Northside Drive NW, 3rd Floor Address: 

Atlanta, Georgia 30328, USA

Signature: __________________________ Signature: 

Name: Name: 

Title: Title: 

Participant User Administrator for ICE Trade Vault:

(Required to gain access to the ICE SDR Service)

Name: 

Title: 

Address:

Telephone: 

Fax: 

Email: 
Last Update: 12/5/20175/24/2018 © 20187 ICE Trade Vault, LLC Page 29

EXHIBIT 1 TO ANNEX FL

LIST OF THIRD PARTY REPORTER’S CLIENTS

FULL LEGAL NAME OF CLIENT LEGAL ENTITY IDENTIFIER