Last Updated: 3 August 2018
 
Exchange User License Agreement
This agreement and the schedules hereto (“Agreement”) set out the terms on which Chicago Mercantile Exchange Inc. (“Exchange”), a Delaware corporation having its principal place of business at 20 South Wacker Drive, Chicago, Illinois, 60606, will provide the user (“User”) with access to the websites located at https://www.cmegroup.com/clearport, https://cmedirect.cmegroup.com, https://one.cmegroup.com, and such other addresses or uniform resource locators as may be specified by the Exchange from time to time (collectively, the “Site”) and the services provided therein by the Exchange on its own behalf and on behalf of other exchanges, now and in the future, including but not limited to the Board of Trade of the City of Chicago, Inc. (“CBOT”), the New York Mercantile Exchange, Inc. (“NYMEX”), the Commodity Exchange, Inc. (“COMEX”), the Dubai Mercantile Exchange Limited (“DME”), and the Minneapolis Grain Exchange (“MGEX”) (each other exchange, including but not limited to CBOT, NYMEX, COMEX, DME and MGEX, is referred to individually herein as a “Participating Exchange”). The services provided on the Site include, but are not limited to:
1) Exchange clearing of futures positions for Exchange contracts and Participating Exchange contracts arising out of off-exchange transactions (“Off-Exchange Clearing Services”) via the CME ClearPort front-end interface, the CME Direct front-end interface, or any other front-end interface through which CME makes available Off-Exchange Clearing Services from time to time, as detailed in Schedule A;
2) Exchange clearing of over-the-counter derivatives contracts (“OTC Clearing Services”), (the Off-Exchange Clearing Services and OTC Clearing Services, collectively the “Clearing Services”) via the CME ClearPort front-end interface, the CME Direct front-end interface, or any other front-end interface through which CME makes available OTC Clearing Services from time to time, as detailed in Schedule B;
3) Trading and posting of bids and offers into CME Globex (“Globex Services”) via the CME Direct front-end interface, the CME One front-end interface, or any other front-end interface through which CME makes available Globex Services from time to time, as detailed in Schedule C;
4) Instant messaging services (“IM Services”) via the CME Direct front-end interface, the CME One front end interface, or any other front-end interface through which CME makes available IM Services from time to time, as detailed in Schedule D; and
5) such other services that the Exchange or Participating Exchanges may offer from time to time through the Site (“Other Services”).
All of the above-referenced services shall be collectively referred to herein as “Services.”
In consideration of the recitals and the mutual covenants and agreements hereinafter set forth, the Exchange and User agree as follows:
1. General Terms.
(a) Schedules. User acknowledges and agrees that the attached schedules shall only apply in the event that User accesses the Service referenced therein. By way of example, Schedule A will only apply to those Users and their User Agents (as defined below) that utilize the Off-Exchange Clearing Services described therein; Schedule B will only apply to those Users and their User Agents (as defined below) that utilize the OTC Clearing Services described therein, etc. Collectively, Schedule A, Schedule B, Schedule C, Schedule D, and any additional Schedules for Other Services that may be added under this Agreement by the Exchange from time to time are referred to herein as “Schedules.”
(b) Conflicting Terms. By using or accessing the Site or Services as applicable, User agrees to be legally bound by and to abide by this Agreement, the documents referenced herein including, but not limited to, the CME Group, Inc. Privacy Policy located at http://www.cmegroup.com/privacy-policy.html (“Exchange Privacy Policy”), the Exchange bylaws and rules located at https://www.cmegroup.com/market-regulation/rulebook.html (“the Exchange Rules”), and the policies and procedures of the Exchange as well as any applicable bylaws, rules, policies and procedures of a Participating Exchange (“the Participating Exchange Rules”), all as amended from time to time, and all applicable Schedules hereto. User agrees that this Agreement and all applicable Schedules, if any, shall supersede any conflicting terms contained in the Exchange Privacy Policy. User also agrees that, with respect to transactions in Exchange contracts, the Exchange Rules and all applicable Schedules shall supersede any conflicting terms contained in this Agreement. User further agrees that, with respect to transactions in Participating Exchange contracts, the Participating Exchange Rules and all applicable Schedules shall supersede any conflicting terms contained in this Agreement, other than Sections 9 and 10 and any provision of any applicable Schedules supplementing or otherwise referring to those Sections. Nothing herein affects the obligation of any User or its User Agents (as defined below) to comply with all applicable Exchange Rules and Participating Exchange Rules. This Agreement, the Exchange Privacy Policy, the Exchange Rules, applicable Participating Exchange Rules and all applicable Schedules hereto, along with the Terms of Use and Disclaimer located on the Site, shall be collectively referred to herein as the “Terms.”
(c) Amendments. The Terms will govern User’s and its User Agent’s (as defined below) access to and use of the Site, System (as defined below) and Services as discussed below. The Exchange may amend the Terms (but not the Participating Exchange Rules, which only may be amended by the relevant Participating Exchange) at any time by posting amendments on the Site and any such amendments will be prospectively binding on User and its User Agents (as defined below); provided that the Exchange will provide thirty (30) calendar days prior Notice (as defined below in Section 11 of this Agreement) of any amendments by the Exchange that are likely to materially and adversely affect User or its rights or obligations hereunder. User’s and its User Agent’s (as defined below) continued use of the Site, Service or System (as defined below) after the Notice and the effective date of any such amendment(s) shall constitute the User’s ratification of and agreement to any such amendment.
(d) Terms of Payment. User agrees to pay the Exchange all fees associated with the applicable Service(s) pursuant to the payment instructions contained in this section (“Terms of Payment”). Such fees shall be calculated according to the section entitled “Fee Schedule” in the applicable Schedule or as may otherwise be posted on the Exchange’s website or made publicly available by the Exchange, which is subject to change at any time provided the Exchange sends the Notice to User, subject to Section 1(c). User hereby agrees to be bound by the Fee Schedule that was in effect at the time the applicable Services were rendered. Any volume or incentive discounts applied to the rate established by the appropriate Fee Schedule must be made in writing and signed by a duly authorized representative of the Exchange. Disputes as to any items contained on an invoice shall be reconciled in a mutually agreeable manner. If amounts owed are not paid when due pursuant to the terms detailed herein, such overdue amounts shall bear interest at the monthly interest rate of the lesser of: (i) one and a half percent (1.5%); or (ii) the maximum rate of interest permitted by law on the actual number of days calculated based upon a three hundred sixty (360) day year.
2. Access to the System. Subject to the license set forth in Section 7(a) below, User and its User Agents may access the Site, utilize any Services provided therein, and utilize any hardware, software, systems and communications links as may be furnished by the Exchange from time to time in accordance with the Terms. Such hardware, software, systems and communications links are collectively referred to herein as the “System.” Additionally, with respect to contracts of a Participating Exchange, User and its User Agents shall be authorized to utilize any Services provided on the Site, and to utilize the System only pursuant to authorization criteria established by such Participating Exchange.
3. Means of Access to the System and Voluntary User Expenses. User or its User Agents may obtain access to the System via the Internet or by any other means deemed acceptable by the Exchange in its commercially reasonable discretion. User assumes all risk and bears sole responsibility for establishing such access including, but not limited to, selecting its service provider, paying all applicable costs for establishing such access, and bearing all risks associated with any malfunction thereof.
4. Registration. Services are available only to qualified persons and entities (i.e., individuals, clearing firms, trading firms, broker firms, etc.) that have registered with the Exchange having: (i) executed this Agreement; (ii) submitted to the Exchange the list specifying any User Agents (as defined below); (iii) agreed to the Terms; and (iv) received authorization from any applicable Participating Exchange with respect to the contracts of such Participating Exchange pursuant to Section 2. The User may register one or more agents to access the Site and System on behalf of User or its affiliates (each a “User Agent”). User’s registration of various User Agents will be subject to the additional terms contained in the applicable Schedule. Please consult the Schedule associated with the applicable Service to determine what types of individuals and entities may be registered as User Agents and for specific registration procedures applicable to such Service. The User must identify all of its User Agents at registration and notify the Exchange prior to any change in its User Agents. By registering any such User Agents, User agrees to be responsible for, be bound by and to indemnify and hold the Exchange and any applicable Participating Exchange harmless for any and all actions taken by its User Agents in connection with Services provided under this Agreement. User shall cause its User Agents to comply with the terms of this Agreement.
5. User IDs and Passwords. Following registration for Services, User and User Agents must obtain a CME Group Login ID to access the Site and System (https://login.cmegroup.com/sso/register/). Except as otherwise provided in this Agreement, User and its User Agents acknowledge and agree that they shall be bound by any actions taken through the use of their Passwords, including the execution of Services, whether or not such actions were authorized by User or its User Agents. Furthermore, User acknowledges and agrees that any Notices or other communications sent to its User Agents by the Exchange shall be binding on User subject to Section 1(c) of this Agreement.
6. Representations, Warranties and Covenants:
(a) User agrees that it will not in whole or in part copy, modify, reverse engineer, reverse assemble or reverse compile the Site, System or any of the information and content (including, without limitation, bids and offers, price and other trade-related data, whether generated by the Exchange, a Participating Exchange, User or User Agents) displayed thereon or issued by the Site or System (collectively, “Exchange Data”), that it will not distribute, rent, sell, retransmit, redistribute, release or re-license the Site or System or any part thereof to any third party (other than to its affiliates and agents subject to and in accordance with this Agreement).
(b) User represents and warrants that it will not use or permit the use of the Exchange Data, for any illegal purpose or for any purpose deemed unacceptable by the Exchange in its sole discretion. User also represents and warrants that it, all of its User Agents, and all of its associated or subsidiary companies are not and, unless otherwise authorized by the Exchange, will not be or become, directly or indirectly, vendors of the Exchange Data.
(c) Subject to the applicable Schedule hereto, User represents and warrants that it will not, without the Exchange‘s prior written consent, directly or indirectly redistribute, or knowingly facilitate redistribution of, all or any portion of the Exchange Data; provided, however, that such consent shall not be required for copying, reproduction or re-transmission of information in relation to the Exchange that is generally available to the public free of charge, or any portion of the Exchange Data, for the administration, regulatory and client reporting purposes of the User or its User Agents. Such client purposes may include the solicitation and entry of orders for trades in the System, including, if applicable, to orders transmitted via the User’s internal automated order routing system or providing indicative valuations to User’s and its User Agent’s counterparties. Notwithstanding the foregoing, the User represents and warrants that it and all its User Agents shall only use Exchange Data, for its and their own internal business purposes and processes, and not for any commercial purposes whatsoever, as further set forth in Section 7 (“Intellectual Property”).
(d) User represents and warrants that it has obtained consent from its User Agents to use any personal information required to register with the Exchange, and that neither it nor its User Agents shall use or permit use of the Site, System or Services except in accordance with the Terms.
(e) User represents and warrants that: (i) it has all necessary power and authority to execute and perform this Agreement; (ii) this Agreement is legal, valid, binding and enforceable against User; (iii) neither the execution of, nor performance under, this Agreement by User violates or will violate any law, rule, regulation or order, or any agreement, document or instrument, binding on or applicable to User; and (iv) its access to and use of the Site, System and Services will be in accordance with all applicable federal, state, and local laws, regulations, and treaties. User further represents and warrants that all its User Agents identified in the registration process shall read and agree to be bound by the Terms.
(f) User acknowledges that the Exchange may, in its sole and reasonable discretion, with or without cause, temporarily or permanently cease to operate the Site or System, or temporarily or permanently cease to make certain commodity products available (provided, however, that the Exchange will make commercially reasonable efforts to provide prior Notice to User and, if such prior Notice is not provided to the User due to circumstances beyond the Exchange’s control, will endeavor to provide such Notice promptly thereafter). User acknowledges that its access to and utilization of the Site, System and Services may be monitored by the Exchange for its own lawful purposes and not for the benefit of User.
(g) User acknowledges that the Exchange does not guarantee continuous, uninterrupted or secure access to the Site, System and Services and acknowledges that transmission of data on any electronic system may be subject to: interruption; interference; blackout; failure; systems or service unavailability or failure; hardware or software malfunction or failure; interception by third parties; unauthorized access; theft; modification or inaccuracy. User further acknowledges that the reliability, availability, performance and other aspects of the Internet are beyond the Exchange‘s reasonable control.
(h) User and the Exchange agree that this Agreement is not intended to create, nor shall it be interpreted to create, a joint venture, partnership, or any similar relationship between the User and the Exchange and, except as otherwise provided in this Agreement, neither party shall be deemed to be the agent of the other party.
(i) User and the Exchange each represent and warrant that it is duly organized, validly existing, and in good standing under the laws of the state of its organization (if User is an entity) and has all requisite power and authority to enter into and perform its obligations under this Agreement.
(j) User and the Exchange each represent and warrant that neither the execution, delivery or performance of this Agreement by it will conflict with or result in a breach of any provision of its certificate of incorporation or bylaws, partnership agreement, or other organizational or governing documents, as applicable, if User is an entity and will not result in a breach of, or constitute a default under, any term, condition or provision of any agreement, instrument or obligation to which it is a party or by which it is bound and, subject to the Disclaimer of Warranties in Section 9, will not violate or conflict with any permit, judgment, order, statute, rule or regulation applicable to it, including the Commodity Exchange Act.
(k) User understands and agrees that User and its User Agents are prohibited from posting on or transmitting through the Site and System any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, sexually explicit, profane, hateful, racially, ethnically, or otherwise objectionable material of any kind, including but not limited to any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or international law.
7. Intellectual Property.
(a) User and its User Agents acknowledge that the Site, and the System, unless and except as otherwise specified, are the exclusive, proprietary property of the Exchange or the applicable Participating Exchange, and may constitute trade secrets. Subject to User's rights with respect to its own data, the Exchange or the applicable Participating Exchange shall own all rights, title and interest, database rights and trade secret rights in and to all Exchange Data and related information submitted in connection with trading on the Exchange, and which is not collected or received for the purpose of fulfilling regulatory obligations. The Exchange and each Participating Exchange have the exclusive right to use, distribute, sub-license, disclose and sell anonymized trade data and derivative works in any manner, media and jurisdiction. Users and User Agents shall not redistribute Exchange Data or derivative works based thereon unless licensed by the Exchange. The restriction on redistribution shall not apply to User's own data. Subject to the Terms, the Exchange (and, where applicable, Participating Exchange) hereby grants to User and its User Agents a limited, revocable, non-exclusive, non-transferable and non-assignable license to access and use the Site, System, Services and Exchange Data solely for the purposes set forth herein and User and its User Agents will have no other rights with respect to the Site, System, Services, Exchange Data or other proprietary property of the Exchange (and, where applicable, Participating Exchange). User and its User Agents will have no rights with respect to the Site, System, Services or Exchange Data other than those expressly set forth in the Terms. Subject to the terms and conditions contained in the applicable Schedule, User and its User Agents agree that they will not (other than for their own internal use in accordance with this Agreement), communicate, redistribute, or otherwise furnish, or permit to be communicated, redistributed or otherwise furnished, all or any portion of the Exchange Data, in any format, to any third party or use Exchange Data in constructing or calculating the value of any index or indexed product. User will use reasonable efforts to ensure that its User Agents, partners, officers, directors, employees and agents maintain sole control and possession of, and sole access to, Exchange Data obtained by User or its User Agents.
(b) This Site and the System are protected by domestic and international intellectual property laws including, but not limited to, laws relating to copyrights, patents, trade secrets and trademarks, and (except as expressly provided herein) ALL RIGHTS, INCLUDING WITHOUT LIMITATION ALL GOODWILL ASSOCIATED THEREWITH, THEREUNDER ARE HEREBY RESERVED. All materials on the Site and System are provided and may be used for lawful purposes only. Unless and except as otherwise specified, the Exchange or Participating Exchanges, as applicable, reserves complete title and rights for materials downloaded from the Site or the System. User may download one copy of data available to User on the Site for internal, non-commercial use. User and its User Agents hereby consent to use by the Exchange and its affiliates of proprietary data or other personal information regarding User or User Agents received by the Exchange and its affiliates from time to time through the conduct of their businesses, including any data submitted to them to fulfill regulatory obligations, for commercial, business and marketing purposes. Without the prior consent of User or User Agents, the Exchange and its affiliates will not reveal to non-affiliated third-parties on a non-aggregated, non-anonymized basis any of the following information that is obtained from User and User Agents to fulfill regulatory obligations: (i) personally identifiable information, (ii) detailed transaction data, (iii) position data, (iv) investigative materials, or (v) financial source documents, except (w) as necessary to fulfill its regulatory obligations, (x) as permitted by law, (y) as required or requested by regulatory authority or (z) pursuant to a valid court order, subpoena or equivalent legal instrument.
(c) ClearPort, NYMEX and New York Mercantile Exchange are trademarks owned by the New York Mercantile Exchange, Inc. CME, Chicago Mercantile Exchange, Clearing360, E-mini, Globex, Span, Clearing 21 and CME Direct are trademarks owned by Chicago Mercantile Exchange Inc. CBOT and Chicago Board of Trade are trademarks owned by Board of Trade of the City of Chicago, Inc. COMEX is a trademark owned by the Commodity Exchange, Inc. Dubai Mercantile Exchange and DME are trademarks of the Dubai Mercantile Exchange Limited. Other trademarks referred to, containing or displayed on the Site or the System are the property of their respective owners. Nothing in this Agreement or displayed on or contained in this Site or the System or elsewhere, should be construed as granting, expressly, by implication, estoppel or otherwise, any license or right to use any trademark or service mark without the express written permission of the owner of such mark. The marks may not be used in connection with any product or service that is not the Exchange’s or Participating Exchange’s, as applicable, in any manner that is likely to cause confusion (as to the source or sponsorship of any product or service or otherwise), or in any manner that disparages or discredits the Exchange or a Participating Exchange. All trademarks, logos, service marks, trade dress, slogans, copyrighted designs or other brand features, including hyperlinks to the Site, may be used only as explicitly licensed by the Exchange or Participating Exchange, as applicable, and only under the terms and conditions and for the purposes described in any such license.
8. Term, Termination and Summary Denial of Access to the System.
(a) This Agreement will commence as of the earlier date that the User or its User Agent agrees to this Agreement at registration, and, with respect to Exchange contracts, will continue thereafter unless and until terminated without cause by: (i) the Exchange upon thirty (30) calendar days prior written Notice to User; or (ii) by User, upon thirty (30) calendar days prior written Notice to the Exchange, and in the case of termination with cause, by: (i) the Exchange upon seven (7) calendar days prior written Notice to User; or (ii) by User, upon seven (7) calendar days prior written Notice to the Exchange; provided that this Agreement shall remain in effect with respect to any Transactions effected prior to such termination. With respect to a Participating Exchange‘s contracts this Agreement will continue until terminated by the relevant Participating Exchange pursuant to its Participating Exchange Rules; provided that this Agreement shall remain in effect with respect to any Transactions effected prior to such termination. The provisions of Section 1 (“General Terms”), Section 6 (“Representations, Warranties and Covenants”), Section 7 (“Intellectual Property”), Section 9 (“Limitation of Liability; Disclaimer of Warranties”), Section 10 (“Indemnification”), and Section 21 (“Confidentiality”) of this Agreement shall survive the termination of this Agreement.
(b) Notwithstanding the above, the Exchange in all instances (including without limitation any actions taken by the Exchange or any Participating Exchange pursuant to any Exchange Rules or Participating Exchange Rules providing procedures for summary denial of access to the Site, System or Services) may in its sole discretion, or upon direction of the relevant Participating Exchange, suspend, terminate or restrict at any time User‘s or its User Agent’s access to and utilization of the Site, System or Services in order to protect the integrity or operation of the Site, System or Services or to protect the Exchange, its markets, any Participating Exchange or other Users.
(c) Upon termination for any reason, all outstanding fees for Services rendered shall become immediately due and payable.
9. Limitation of Liability; Disclaimer of Warranties. THE EXCHANGE RULES AND PARTICIPATING EXCHANGE RULES CONCERNING LIABILITY AND WARRANTIES (INCLUDING WITHOUT LIMITATION EXCHANGE RULE 578, EQUIVALENT PARTICIPATING EXCHANGE RULES, AS APPLICABLE, AND ANY SUCCESSOR RULES THERETO) ARE INCORPORATED HEREIN BY THIS REFERENCE AND APPLY WITH THE SAME FORCE AND EFFECT AS IF THEY WERE REPRODUCED IN THEIR ENTIRETY IN THIS AGREEMENT. THOSE EXCHANGE RULES SET OUT THE ENTIRE LIABILITY OF CME AND THE PARTICIPATING EXCHANGES TO CUSTOMER. ALL OTHER LIABILITY OF CME AND THE PARTICIPATING EXCHANGES UNDER OR IN CONNECTION WITH THIS AGREEMENT IS EXCLUDED, EXCEPT TO THE EXTENT THAT IT IS NOT PERMITTED TO BE EXCLUDED BY APPLICABLE LAW.
10. Indemnification. The User and its User Agents shall indemnify, protect and hold harmless the Exchange and its subsidiaries, affiliates, successors and assigns each Participating Exchange and their subsidiaries, affiliates, successors and assigns; and each of their respective officers, members, directors, employees, agents, designees, vendors, information providers, independent contractors and subcontractors from and against any and all losses, liabilities, judgments, suits, actions, proceedings, claims, damages, costs and expenses (including reasonable attorney’s fees) (“Losses”) resulting from or arising out of any act or omission by any person obtaining access to the Site, System, Service(s) or Exchange Data through the Passwords (other than through the negligence of the Exchange) whether or not User has authorized such access.
11. Notices. Except as otherwise provided in this Agreement, all notices (the “Notices”) delivered with respect to this Agreement shall be in writing and either: (i) hand delivered or forwarded by registered or certified mail; (ii) transmitted by facsimile; (iii) sent via e-mail, in either case to the relevant address, e-mail address or facsimile number provided via registration with the Exchange; or (iv) sent via an Exchange Special Executive Report e-mail to the relevant e-mail address provided via subscription with the Exchange, except that User may notify the Exchange in writing in accordance with the provisions of this clause of additional persons and departments for receipt of notice by e-mail or facsimile transmission or such other address as otherwise required by Exchange Rules. Service of any such Notice shall be deemed to have been made upon the earlier of actual receipt or in the case of first class mail on the third business day after mailing, in the case of facsimile or e-mail transmission when confirmation has been generated that the Notice was delivered to the recipient.
12. No Third Party Beneficiary. Except as specifically provided for in Section 1(b) (“Conflicting Terms”), Section 2 (“Access to System”), Section 4 (“Registration”), Section 6 (“Representations and Warranties”), Section 7 (“Intellectual Property”),Section 8 (“Term, Termination and Summary Denial of Access to the System”), Section 9 (“Limitation of Liability; Disclaimer of Warranties”) and Section 10 (“Indemnification”), and as provided for in any applicable Schedules, nothing in this Agreement shall be considered or construed as conferring any right or benefit on a person not a party to this Agreement or imposing any obligations on the Exchange or any Participating Exchange to persons not a party to this Agreement.
13. Force Majeure. The Exchange shall not 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, terrorism, strikes, fires, other catastrophes, power or telecommunications failure or any other cause beyond its reasonable control.
14. Waiver. No waiver by either party of any default by the other in the performance of any provisions of this Agreement shall operate as a waiver of any continuing or future default, whether of a like or different character.
15. Assignment. This Agreement may not be assigned by User or the Exchange without the other party’s express prior written consent; provided, however, that User or the Exchange may assign this Agreement to an entity: (i) controlled by, or under common control with such party; or (ii) which succeeds to all or substantially all of the assets and business of such party, provided that, in the case of any such assignment by User, the assignee agrees in writing to assume the assignor ‘s obligations hereunder, to make the representations, warranties and covenants set forth in Section 6 (“Representations, Warranties and Covenants”) hereof and otherwise to be bound by the provisions of, this Agreement (as it may be amended from time to time). This 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.
16. Venue and Governing Law. Except as set forth below, each party hereby consents to the jurisdiction of any federal or state court located in Chicago, Illinois with respect to any action arising from this Agreement and agree that this Agreement shall be governed and construed in all respects by the laws of the State of Illinois, without giving effect to principles of conflict of law. With respect to any action arising from this Agreement involving transactions in the DME’s contracts by a User that is not a citizen of, or is not incorporated or domiciled in, or does not maintain any physical presence in the United States, the parties hereby consent to the jurisdiction of the courts of England. No action arising out of any claimed breach of this Agreement or transactions under this Agreement may be brought by either party more than two (2) years after the cause of action has accrued.
17. Designation of Agent for Service of Process. If User is not a resident of the United States, User hereby designates the Exchange for the purposes of accepting delivery and service of any communication issued by or on behalf of the Commodity Futures Trading Commission (“CFTC”) to User and the Exchange shall transmit same to User in a manner which is reasonable under the circumstances or in a manner specified by the CFTC. Such designation shall remain in effect unless and until User provides the Exchange with an effective written agency agreement for this purpose with a person domiciled in the United States and the agreement is provided to the CFTC by the Exchange. Nothing herein shall affect the right of the Exchange or any Participating Exchange to serve legal process in any other manner permitted by law.
18. Headings. The headings in this Agreement are intended for convenience of reference, are not substantive and shall not be used to interpret or construe any of the provisions contained in this Agreement. When used in this Agreement, the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”
19. Severability. If any provision of this Agreement (or any portion thereof) shall be invalid, illegal or unenforceable, the validity, legality or enforceability of the remainder of this Agreement shall not in any way be affected or impaired thereby.
20. Entire Agreement. This Agreement, as amended from time to time according to its terms, shall constitute the entire agreement between User and the Exchange respecting the Services described herein, and shall supersede all prior agreements, arrangements, representations or promises, whether oral or written, as to its subject matter.
21. Confidentiality.
(a) For an overview of the Exchange’s treatment of personal user information not specifically related to the Services, see the Exchange Privacy Policy. Any and all non-public information in any form obtained by the Exchange, User, or their respective employees and agents, including but not limited to User Agents (each a “Party”), from the other Party arising out of or related to the provision or use of the Site, System or Service including, but not limited to, trade secrets, processes, computer software and other proprietary data, research, information or documentation related thereto and Exchange Data, 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 their employees or its agents) or to use such information for any purpose whatsoever other than as contemplated by this Agreement 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.
(b) Confidential information shall not include information which is: (i) in or becomes part of the public domain other than by disclosure by such Party in violation of this Agreement; (ii) known to or obtained by such Party previously without an obligation of confidentiality; (iii) independently developed by such Party outside of this Agreement; or (iv) data and information submitted by User and its User Agents that is displayed by the Exchange on the Site or System or otherwise distributed or sold by the Exchange or any Participating Exchange, regarding Services, bids, offers, transactions or clearing in accordance with its standard policies and procedures, provided that such displays will not identify User by name.
(c) Notwithstanding the foregoing, User may disclose confidential information if and to the extent required to be disclosed by applicable law or regulation, or pursuant to a subpoena or order of a court or regulatory, self-regulatory or legislative body of competent jurisdiction, provided that User provides the Exchange with prompt Notice of such requirement, subpoena or order (together with copies thereof), minimizes such disclosure to the confidential information specifically required to be disclosed, and the persons or entities entitled to receive same pursuant to such law, regulation, subpoena or order, and not make such disclosure until the Exchange has had a reasonable opportunity to resist such disclosure and to seek confidential treatment of the confidential information unless User is ordered to do otherwise.


SCHEDULE A: Off-Exchange Clearing Services for
Futures and Options on Futures Positions Arising Out of Off-Exchange Transactions

This Schedule A sets out the specific terms and conditions on which the Exchange will provide the User with Off-Exchange Clearing Services for Exchange clearing of futures and options on futures positions for Exchange contracts and Participating Exchange contracts arising out of off-exchange transactions. All capitalized terms used herein shall have the same meaning set forth in the Agreement.
1. General Terms. User agrees that this Schedule A supplements and shall supersede any conflicting terms contained in the Agreement and Exchange Privacy Policy. User further agrees that this Schedule A shall be superseded by any conflicting terms contained in the Exchange Rules and any applicable Participating Exchange Rules.
2. Off-Exchange Clearing Services.
(a) The Exchange offers Off-Exchange Clearing Services for “Block Trades” or exchange for related position (“EFRP”) transactions in Exchange or Participating Exchange contracts that are submitted for clearing (“Off-Exchange Transactions”). Currently, the trade entry web interface available via an Off-Exchange Clearing Services menu is designed to accept trades from Users or brokers, who must be registered with the Exchange and authorized by a Clearing Member of the Exchange or relevant Participating Exchange to submit trades to clear through specific accounts set up by the Clearing Member.
(b) In addition, the Exchange will operate a facilitation desk for Users to submit trades to the Exchange for clearing Off-Exchange Transactions (“Facilitation Desk”). Both parties to each such Off-Exchange Transaction must consent to clear the transaction and provide the Facilitation Desk with the appropriate account information, which is supplied by each such party’s Clearing Member. Those Users interested in submitting such off-exchange transactions to the Exchange for clearing may contact the Facilitation Desk via telephone at 1-800-438-8616 during the hours when Off-Exchange Clearing Services are available. Questions or inquiries can be sent via e-mail to facdesk@cmegroup.com.
(c) User hereby agrees that any bids, offers or other Off-Exchange Transaction information that User and its User Agents generate and submit to the Exchange in connection with the submission of Off-Exchange Transactions for Clearing Services (“Off-Exchange Transaction Data”) becomes Exchange Data. In connection with the Off-Exchange Transaction, User agrees to accept and to be bound by all applicable Exchange Rules and Participating Exchange Rules, which may be updated from time to time. For example, User should be aware of the following provisions in the Exchange, CBOT, NYMEX and COMEX Rulebooks: (i) Chapter 5 contains rules governing procedures for Block Trades, EFRPs, position limits, position accountability levels and reportable position levels; (ii) Chapter 4 contains a rule establishing summary procedures for denial of access; and (iii) Chapter 8 contains rules governing off-exchange clearing procedures.
3. Registration and User Agents. User may register for Off-Exchange Clearing Services online as described on the Site. Contact CME EASE via telephone at 1-800-438-8616 or via e-mail at EASE.AtYourService@cmegroup.coma> with any questions. The User may register one or more of its User Agents to access the Site or System on behalf of User for the purposes of utilizing Off-Exchange Clearing Services. Such User Agents may be individuals or entities. All broker firms using or accessing any area of this Site must register only as Users. Such firms may designate their own brokers as User Agents. By contrast, neither a broker firm nor anyone else serving as a broker may be listed as a User Agent. See Section 4 (“Registration”) of the Agreement for additional terms relating to registration and User Agents.
4. Terms of Payment. In addition to the Terms of Payment contained in the Agreement, User of the Off-Exchange Clearing Services agrees to the additional payment terms as follows:
(a) Invoicing. On or about the fifth (5th) day of each month, the Exchange will send an invoice for billable Services from the prior month to the User or the User’s Clearing Member.
5. Fee Schedule. Until further notice from the Exchange, there shall be no monthly subscription charge and no Exchange transaction fee to the User. However, the User will remain responsible for Exchange clearing fees for executed Off-Exchange Transactions, which will be collected by the User’s Clearing Member on behalf of the Exchange.
6. Additional Representations and Warranties. In addition to the representations, warranties and covenants contained in the Agreement, the User further represents and warrants the following:
(a) User agrees that it will only use and permit use of the Site and System for soliciting and entering orders for itself and for persons for whom User is authorized to act, such as customers of the User, for trades in the System.
(b) User represents and warrants that neither User nor any of its User Agents are subject to any trading prohibition by any governmental authority or self-regulatory organization, whether under the Commodity Exchange Act as amended, or otherwise, which would apply to any transaction on the System. Furthermore, User represents and warrants that User and its User Agents shall comply with the Exchange Rules, applicable Participating Exchange Rules and any and all local, state, national and other jurisdiction’s laws, rules, regulations or orders applicable to User’s access to and use of the Site, System and Services, and shall not use the System in any jurisdiction in which to do so would be illegal or otherwise prohibited.
7. Execution of Off-Exchange Transactions.
(a) User agrees that Off-Exchange Transactions submitted to the Site or System shall be deemed to be “in writing” and to have been “signed” for all purposes and that any record of any such Off-Exchange Transaction will be deemed to be “in writing.” User will not contest the legally binding nature, validity or enforceability of any Off-Exchange Transaction submitted to the Site or System based on the fact that it was entered and executed electronically and expressly waives any and all rights it may have to assert any such claim.
(b) User agrees that it will not contest the legally binding nature, validity or enforceability of any Off-Exchange Transaction submitted to the Site or System based upon any claim that the Off-Exchange Transaction was unlawful under applicable law and expressly waives any and all rights it may have to assert any such claim.
8. Intellectual Property. Notwithstanding the provisions of Section 7 (“Intellectual Property”) in the Agreement, the parties hereby agree that any bids, offers or other Off-Exchange Transaction information that User and its User Agents generate and provide to the Exchange in connection with the submission of transactions for Clearing Services (“Off-Exchange Transaction Data”) shall be treated as the non-exclusive property of each party (and any applicable Participating Exchange) and each party (and applicable Participating Exchange) shall have the right to use, sell, retransmit or redistribute such Off-Exchange Transaction Data. User and its User Agents further understand and agree that from time to time, the Exchange may request the participation of User and its User Agents in determining daily settlement prices for products and instruments for which the Exchange provides Clearing Services. Such participation may include the voluntary submission to the Exchange of various price data other than Off-Exchange Transaction Data, such as the submission of forward price curves for particular products (“User Off-Exchange Price Curve Data”). Any and all User Price Curve Data shall remain the exclusive property of the User and User shall retain the right to use, sell, retransmit or redistribute such data. User hereby grants the Exchange the right to use such User Off-Exchange Price Curve Data, provided that the Exchange shall not report or otherwise distribute specific assessment prices in connection with such data. User hereby acknowledges that it has read, agrees to and shall be bound by all of the terms and conditions contained in this Schedule A.


SCHEDULE B: CME OTC Clearing Services

This Schedule B sets out the specific terms and conditions on which the Exchange will provide the User with the OTC Clearing Services for over-the-counter derivatives contracts that the Exchange Clearing House has designated as eligible for clearing (“Cleared OTC Derivatives”). All capitalized terms used herein shall have the same meaning set forth in the Agreement.
1. General Terms. User agrees that this Schedule B supplements and shall supersede any conflicting terms contained in the Agreement and Exchange Privacy Policy. User further agrees that this Schedule B shall be superseded by any conflicting terms contained in the Exchange Rules and applicable Participating Exchange Rules.
2. OTC Clearing Services.
(a) OTC Clearing Services involve receiving off-exchange derivatives transactions that are cleared as OTC derivatives in accordance with Chapter 8-F of the Exchange Rulebook (referred to herein as “OTC Transactions”). Currently, the trade entry web interface available via an OTC Clearing Services menu is designed to accept trades from Users and brokers, who must be registered with the Exchange and authorized by a Clearing Member of the Exchange or relevant Participating Exchange to submit trades to clear through specific accounts set up by the Clearing Member. The Exchange may also authorize submission of trades from a Participating Exchange or other trading platform via e-mail.
(b) In addition, the Exchange will operate a Facilitation Desk for Users to submit OTC Transactions to the Exchange for clearing. Both parties to each such OTC Transaction must consent to clear the transaction and provide the Facilitation Desk with the appropriate account information, which is supplied by each such party’s Clearing Member. Those Users interested in submitting such off-exchange transactions to the Exchange for clearing may contact the Facilitation Desk via telephone at 1-800-438-8616 during the hours when OTC Clearing Services are available. Questions or inquiries can be sent via e-mail to facdesk@cmegroup.coma<.
(c) Upon acceptance of a transaction involving a Cleared OTC Derivative for Clearing by the Exchange in accordance with Exchange Rules, such transaction shall be automatically novated and give rise to a transaction on the terms confirmed by the Exchange. User understands that after the CPC User OTC Transaction data is submitted to the Exchange, it becomes Exchange Data. In connection with off-exchange derivatives transactions being submitted for clearing, User agrees to accept and to be bound by all applicable Exchange Rules and Participating Exchange Rules, which may be amended from time to time.
3. Registration and User Agents. User may register for OTC Clearing Services online as described on the Site. Contact CME EASE via telephone at 1-800-438-8616 or via e-mail at EASE.AtYourService@cmegroup.com with any questions. The User may register one or more of its User Agents to access the Site and System on behalf of User for the purposes of utilizing OTC Clearing Services. Such User Agents may be individuals or entities. All broker firms using or accessing any area of this Site must register only as Users. Such firms may designate their own brokers as User Agents. By contrast, neither a broker firm nor anyone else serving as a broker may be listed as a User Agent. See Section 4 (“Registration”) of the Agreement for additional terms relating to registration and User Agents.
4. Terms of Payment. In addition to the Terms of Payment contained in the Agreement, User of OTC Clearing Services agrees to the additional payment terms as follows:
(a) Invoicing. On or about the fifth (5th) day of each month, the Exchange will send an invoice for billable Services from the prior month to the User or the User’s Clearing Member.
5. Fee Schedule. Until further notice from the Exchange, there shall be no monthly subscription charge and no Exchange transaction fee to the User. However, the User will remain responsible for Exchange clearing fees for OTC Transactions, which will be collected by the User’s Clearing Member on behalf of the Exchange.
6. User Representations, Warranties and Acknowledgements. In addition to the representations, warranties and covenants contained in the Agreement, the User further represents and warrants the following:
(a)User represents and warrants that it will only use and permit use of the Site and System for soliciting and entering orders for itself and for persons for whom User is authorized to act, such as customers of the User, for trades in the System.
(b)User represents and warrants that neither User nor any of its User Agents are subject to any trading prohibition by any governmental authority or self-regulatory organization, whether under the Commodity Exchange Act as amended, or otherwise, which would apply to any transaction on the System. Furthermore, User represents and warrants that User and its User Agents shall comply with the Exchange Rules, applicable Participating Exchange Rules and any and all local, state, national and other jurisdiction’s laws, rules, regulations or orders applicable to User’s access to and use of the Site, System and Services, and shall not use the System in any jurisdiction in which to do so would be illegal or otherwise prohibited.
(c)User represents and warrants that it is now, and will remain during the term of this Agreement, an eligible contract participant within the meaning of section 1(a)(18)(A), (B)(ii) or (C) of the Commodity Exchange Act. If User submits for clearing any OTC agricultural swap transactions, User further represents and warrants that it is now, and will remain during the term of this Agreement, an eligible swap participant within the meaning of CFTC Regulation 35.1(b)(2) in connection with such transactions.
(d)User acknowledges that any definition of “futures contracts” or “contracts” or other similarly defined term contained in the account agreement that User entered into with Clearing Firm or any carrying firm which, directly or indirectly, User uses to access Cleared OTC Derivatives shall include Cleared OTC Derivatives. Any definition of “exchanges” or “contract markets” or other similarly defined term contained in such account agreement shall include any platform on which Cleared OTC Derivatives are traded. If User’s account is carried by another firm which, directly or indirectly, clears on an omnibus basis through Clearing Firm, User agrees that any definition of “futures contracts”, “contracts”, or other similarly defined term contained in the account agreement it entered into with its carrying firm shall include Cleared OTC Derivatives. Any definition of “exchanges”, “contract markets” or other similarly defined term contained in such account agreements shall include any platform on which Cleared OTC Derivatives are traded.
(e)User acknowledges that, provided that User is not an affiliate of Clearing Firm, all collateral, credit support and other property relating to User positions in Cleared OTC Derivatives shall be segregated from the Clearing Firm’s proprietary account and shall be held either: (i) in an account maintained in accordance with the Exchange Rules for Cleared OTC Derivatives Sequestered Accounts and commingled with collateral, credit support and other property of other customers of the same Clearing Firm held in the Cleared OTC Derivatives Customer Sequestered Account; or (ii) if the CFTC or any successor agency has issued an order pursuant to which the Clearing Firm may commingle customer funds used to margin specific Cleared OTC Derivatives with other funds held in customer segregated accounts maintained in accordance with section 4d(a)(2) of the Commodity Exchange Act, then all collateral, credit support and other property related to Customer positions in those specific Cleared OTC Derivatives will be held in a customer segregated account.
7. OTC Transactions.
(a) User agrees that it will be obligated to pay the clearing and other transactional fees due on any OTC Transaction submitted to the Site or System, as established from time to time by the Exchange in the applicable Fee Schedule. User also agrees to pay the fees specified, if any, in the applicable Fee Schedule as then in effect.
(b) User agrees that OTC Transactions submitted to the Site or System shall be deemed to be “in writing” and to have been “signed” for all purposes and that any record of any such OTC Transaction will be deemed to be “in writing.” User will not contest the legally binding nature, validity or enforceability of any OTC Transaction submitted to the Site or System based on the fact that it was entered and executed electronically and expressly waives any and all rights it may have to assert any such claim.
(c) User agrees that it will not contest the legally binding nature, validity or enforceability of any OTC Transaction submitted to the Site or System based upon any claim that the OTC Transaction was unlawful under applicable law and expressly waives any and all rights it may have to assert any such claim.
8. Intellectual Property. Notwithstanding the provisions of Section 7 (“Intellectual Property”) in the Agreement, the parties hereby agree that any transaction information that User and its User Agents generate and provide to the Exchange in connection with the submission of OTC Transactions for Clearing Services (“CPC User OTC Transaction Data”) shall be treated as the non-exclusive property of each party (and any applicable Participating Exchange) and each party (and applicable Participating Exchange) shall have the right to use, sell, retransmit or redistribute such CPC User OTC Transaction Data. User and its User Agents further understand and agree that from time to time, the Exchange may request the participation of User and its User Agents in determining daily settlement prices for products and instruments for which the Exchange provides Clearing Services. Such participation may include the voluntary submission to the Exchange of various price data other than CPC User OTC Transaction Data, such as the submission of forward price curves for particular products (“User Price Curve Data”). Any and all User Price Curve Data shall remain the exclusive property of the User and User shall retain the right to use, sell, retransmit or redistribute such data. User hereby grants the Exchange the right to use such User Price Curve Data, provided that the Exchange shall not report or otherwise distribute specific assessment prices in connection with such data.
User hereby acknowledges that it has read, agrees to and shall be bound by all of the terms and conditions contained in this Schedule B.

SCHEDULE C: Globex Services
This Schedule C sets out the specific terms and conditions on which the Exchange will provide the User with Globex Services. All capitalized terms used herein shall have the same meaning as set forth in the Agreement.
1. General Terms. User agrees that this Schedule C supplements and shall supersede any conflicting terms contained in the Agreement and Exchange Privacy Policy. User further agrees that this Schedule C shall be superseded by any conflicting terms contained in the Exchange or Participating Exchange Rules.
2. Globex Services. Globex Services involves an electronic trading front end offering Users and User Agents access to the Globex trading platform, pursuant to the Exchange Rules and the Participating Exchange Rules and other applicable rules, policies and procedures.
3. Registration and User Agents. User may register for Globex Services online via CME Direct or CME One as described on the Site. Contact EASE via telephone at U.S. +1-800-438-8616 or via e-mail at EASE.AtYourService@cmegroup.com with any questions. The User may register one or more User Agents to access the Site and System on behalf of User for the purposes of utilizing Globex Services. See Section 4 (“Registration”) of the Agreement for additional terms relating to registration and User Agents.
4.  Terms of Payment. In addition to the Terms of Payment contained in the Agreement, User of Globex Services agrees to the additional payment terms as follows
(a) Invoicing. On or about the fifth (5th) day of each month, the Exchange will send an invoice for billable Globex Services from the prior month to the User or the User’s Clearing Member
5.  Fee Schedule. Until further notice from the Exchange, there shall be no monthly subscription charge for Globex Services. However, the User will remain responsible for Exchange clearing and other transactional fees for Globex Transactions (as defined below), which will be collected by the User’s Clearing Member on behalf of the Exchange.
6.  Additional Representations and Warranties. In addition to the representations, warranties and covenants contained in the Agreement, the User further represents and warrants the following:
(a)  User agrees that it will only use and permit use of the Site and System for soliciting and entering orders for itself and for persons for whom User is authorized to act, such as customers of the User, for trades in the System.
(b)  User represents and warrants that neither User nor any of its User Agents are subject to any trading prohibition by any governmental authority or self-regulatory organization, whether under the Commodity Exchange Act as amended, or otherwise, which would apply to any transaction on the System. Furthermore, User represents and warrants that User and its User Agents shall comply with the Exchange Rules, applicable Participating Exchange Rules, and any and all local, state, national and other jurisdiction’s laws, rules, regulations or orders applicable to User’s access to and use of the Site, System and Services, and shall not use the System in any jurisdiction in which to do so would be illegal or otherwise prohibited.
(c) User acknowledges that (i) a number of conditions may affect the User’s ability to enter orders and to trade, including but not limited to a problem with the Internet causing the slowing, disruption or termination of information flow, an inability to access the System due to User’s service provider, or a telephone line, cable or other communication link disruption; (ii) the operation of the Site or System may affect the User’s ability to enter orders and to trade; and (iii) the speed of User’s order entry may be affected by a number of factors including, but not limited to, the User’s connection speed, the load of User’s service provider, User’s computer processor speed, and User’s computer RAM memory. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, THE EXCHANGE ACCEPTS NO LIABILITY FOR ANY OF THE RISKS SPECIFIED IN THIS SUBSECTION AND USER ACCEPTS THE RISK THAT IF USER OR USER AGENT IS UNABLE TO TRADE ON THE SYSTEM OR IF USER’S OR USER AGENT’S CAPACITY TO TRADE IS SEVERELY IMPAIRED, THE VALUE OF USER’S ACCOUNT MAY BE ADVERSELY AFFECTED.
(d)  User represents that User is authorized to trade on CME Globex for a valid, active and capitalized account with a Clearing Member guaranteeing trades submitted to CME Globex or is engaged in risk management or supervisory activities with the authority to modify individual orders or adjust credit controls for orders transmitted to or through CME Globex. Furthermore, to be entitled to receive market data through the site, User must separately execute the Information License Agreement.
7.  Execution of Transactions. User understands and agrees that the Globex Services are to be used solely for the purpose of facilitating transactions including, but not limited to, electronically posting bids, offers and requests for quotations (“Globex Transactions”) in accordance with the Terms.
(a)  User agrees that Globex Transactions executed through the Site or System shall be deemed to be “in writing” and to have been “signed” for all purposes and that any record of any such Globex Transaction will be deemed to be in “writing”. User will not contest the legally binding nature, validity or enforceability of any Globex Transaction executed through the Site or System based upon the fact that it was entered and executed electronically and expressly waives any and all rights it may have to assert any such claim.
(b)  User agrees that it will not contest the legally binding nature, validity or enforceability of any Globex Transaction executed through the Site or System based upon any claim that the Globex Transaction was unlawful under applicable law and expressly waives any and all rights it may have to assert any such claim.

User hereby acknowledges that it has read, agrees to and shall be bound by all of the terms and conditions contained in this Schedule C.


SCHEDULE D: IM Services

This Schedule D sets out the specific terms and conditions on which the Exchange will provide the User with the CME IM Services. All capitalized terms used herein shall have the same meaning set forth in the Agreement.
1. General Terms. User agrees that this Schedule D supplements and shall supersede any conflicting terms contained in the Agreement and Exchange Privacy Policy. User further agrees that this Schedule D shall be superseded by any conflicting terms contained in the Exchange Rules and any applicable Participating Exchange Rules.
2. IM Services. The Exchange’s IM Service allows Users and User Agents to exchange messages with other users.
3. Prohibited Messages. User and User Agents may not use IM Services to post or distribute content that is inapproriate, offensive, sexually explicit or violent, or that in any way violates any applicable federal, state or local laws, rules or regulations.
4. Recordkeeping. The Exchange will retain instant messages for no more than ninety (90) days, after which they will be deleted from the Exchange’s electronic archives. User should not rely on the Exchange as a repository or custodian for records that User in User’s independent decision determines User is required to maintain to fulfill any compliance obligations User has under applicable laws, regulations or rules, including but not limited to the Commodity Exchange Act or CFTC Regulations 1.31 or 1.35.
5. Registration and User Agents. User may register for IM Services online as described on the Site. Contact CME EASE via telephone at 1-800-438-8616 or via e-mail at EASE.AtYourService@cmegroup.com with any questions. The User may register one or more of its User Agents to access the Site and System on behalf of User for the purposes of utilizing IM Services.
6. Terms of Payment. In addition to the Terms of Payment contained in the Agreement, User of the IM Services agrees to the additional payment terms as follows:
(a). Invoicing. On or about the fifth (5th) day of each month, the Exchange will send an invoice for billable IM Services from the prior month to the User.
7. Fee Schedule. Until further notice from the Exchange, there shall be no monthly subscription for the IM Services.

User hereby acknowledges that it has read, agrees to and shall be bound by all of the terms and conditions contained in this Schedule D.