This License Agreement (the “Agreement”) is a legal agreement between you (“You” or “Your”) and Xe Corporation (“Xe”) and sets forth the terms and conditions by which Xe will make the Xe Currency Data Feed API (defined below) available in order to electronically provide You, Your Authorised Entities (as applicable) and Your End Users (defined below) with use of and access to the Xe Data (defined below). This agreement was last updated on 12 February 2026.
For the purposes of this Agreement, the “Xe Data” shall consist of: (i) all currency data and information feeds, media, software, documentation, printed materials, and/or electronic documentation made available or supplied by Xe or its licensees (including External Sources) and (ii) certain other software, data, and/or documents supplied by Xe or its licensees to facilitate use of such data. “Xe Currency Data Feed API” means Xe’s service or application programming interface that allows You and other authorised licensees to access and retrieve Xe Data. “Authorised Entities” means Your related entities as per your elected Plan or otherwise pre-approved in writing by Xe to use and access the Xe Currency Data Feed API. This “Agreement” includes all amendments, addendums, and revisions to the terms herein in effect between You and Xe from time to time. In this Agreement, any reference to “Plan” means one of the subscription tiers offered by Xe from time to time, as described in Xe’s Pricing Plan. Xe’s Pricing Plan can be found here: (“Pricing Plan”). Each Plan includes different usage limits, features, service levels, and pricing. “Plan Features” means the usage limits, technical features, product capabilities, SLA attributes, and other plan‑specific entitlements associated with Your selected Plan, as updated by Xe from time to time and set herein.
By clicking accept and/or accessing or otherwise using the Xe Currency Data Feed API, You acknowledge that: (i) You have read all of the terms and conditions of this Agreement; and (ii) agree to be bound by the terms and conditions of this Agreement; (iii) Xe may amend this Agreement at any time by posting the updated version on its website here (or such other URL notified by Xe). All changes will be effective upon posting unless a later effective date is specified. Your continued use of the Xe Currency Data Feed API after such posting constitutes acceptance of the amended Agreement. Xe may, but is not obliged to, provide supplemental notice (including by email); and, (iv) You have the power and authority to enter into this Agreement. If You do not agree to the above, You may not access or use the Xe Currency Data Feed API.
ARTICLE 1 - SCOPE OF LICENSE
1.1 Grant of License. Upon receipt of payment of the applicable license fees as described in Article 4 and Article 10, Xe hereby grants to You, a non-transferable, non-exclusive, revocable limited right and license for the term of this Agreement to access the Xe Currency Data Feed API and use the Xe Data strictly for the limited purposes, and under the terms and conditions, as are set forth in this Agreement and the applicable, Plan Features(the “Xe Currency Data Feed API License”). Your applicable fees, usage limits, and service entitlements are determined by the Plan You select, as set out herein together with the Xe Pricing Plan. Xe may update the Plan Features or introduce new Plans from time to time by posting updated Plans on its on its website.
1.2 Scope of the Xe Currency Data Feed API License. Subject to Your compliance with the terms of this Agreement (including the restrictions set out in Article 2), during the Initial Term and any Renewal Term You and Your Authorised Entities (as applicable), are hereby permitted to receive, process, and display the Xe Data to individual end-users of the Xe Currency Data Feed API (collectively, the “End Users”), provided (i) such End Users use the Xe Data strictly for their own professional use, (ii) You do not permit Your End Users to store, distribute, or otherwise exploit the Xe Data for any other purposes, ; and (iii) if you are accepting this Agreement on behalf of a company or other legal entity, and the Xe Currency Data Feed API is used by End Users outside of your organization, then you must make End Users aware of Xe’s end user terms of use, as it may be amended from time to time (the “End User Terms of Use”) by including or procuring that Your Authorised Entities include, an obligation on End Users to comply with the End User Terms of Use, along with either (a) a hyperlink to the End User Terms of Use at https://www.xe.com/legal/ or (b) the full text of the End User Terms of Use as may be amended by Xe from time to time. For clarity, and without limiting the forgoing, You are permitted solely to use the Xe Data for reference by Your Authorised Entities and End Users, as applicable. Except as expressly provided herein, under no circumstances whatsoever may You transfer or permit the transfer of Xe Data to anyone except your Authorised Entities (as applicable). Use of the Xe Data and the Xe Currency Data Feed API by another entity or person (other than your Authorized Entities) requires additional Xe Currency Data Feed API License/s.
1.3 Central Bank Rates and Alternate Rate Sources. Notwithstanding any other provisions of this Agreement, Xe may make certain alternate rate sources available to you (“External Sources”). Xe’s External Sources comprise of certain central bank rates and a number of other rates. You acknowledge and agree that the availability of the External Sources may be withdrawn at any time and that Xe shall have no liability under any circumstances in the event that Xe is required to cease providing or can no longer provide access to the External Sources. You further acknowledge that your use of External Sources may be subject to additional terms and conditions, for example any terms applicable in relation to a particular rate directed by a central bank. If at any time Xe is no longer able to offer the External Sources to You, Xe will refund You any fees prepaid in relation to the External Sources.
1.4 Online Terms. You acknowledge and agree that this Agreement may be presented, maintained, and updated electronically through Xe’s website, and that Your access to or use of the Xe Currency Data Feed API constitutes agreement to the version of the Agreement posted at the time of such access or use.
ARTICLE 2 - USE OF LICENSE
2.1 Restrictions. You shall not (except as is specifically authorised pursuant to this Agreement): (i) reproduce, copy, modify, distribute, market, display, transfer, sublicense, assign, prepare derivative work(s) or adaptation(s) based on, sell, exchange, barter or transfer, rent, lease, loan, time-share, resell, or in any other manner exploit the Xe Data or the Xe Currency Data Feed API; (ii) make access to the Xe Data or the Xe Currency Data Feed API available to unauthorized parties, or otherwise post or distribute the Xe Data in any public forum including, but not limited to, print, newsletters, radio, television, or internet; (iii) remove, obscure, or alter any required notice or any notice of Xe’s intellectual property rights present on or in the Xe Data or the Xe Currency Data Feed API, including, but not limited to, copyright, trademark, and/or patent notices; (iv) disassemble, translate, reverse engineer or otherwise decompile the Xe Data or the Xe Currency Data Feed API; (v) knowingly cause or permit anything that will impair, jeopardize, violate, or infringe the intellectual property rights of Xe in the Xe Data or the Xe Currency Data Feed API; (vi) directly or indirectly dispute or contest the ownership, validity, or enforceability of the intellectual property rights of Xe in the Xe Data or the Xe Currency Data Feed API, or assist any party to do so; (vii) use or permit use of any Xe Data for the purposes of trading securities by professional traders; (viii) through Your use of the Xe Data or the Xe Currency Data Feed API, knowingly cause or permit anything that You know or ought to know will prejudice or hamper the reputation or goodwill of Xe; (ix) claim, use, or apply to register, record, or file any trade mark, trade name, copyright, or design that is identical or confusingly similar to Xe’s trademarks, or assist any other party to do so; (x) use, store, or access any Xe Data, or the Xe Currency Data Feed API after the termination of this Agreement other than as provided in Section 3.5; (xi) use or permit others to use, market, distribute, or export Xe Data, or the Xe Currency Data Feed API; or, (xii) use Xe Data or the Xe Currency Data Feed API in any manner or for any purpose that violates any law, regulation or right of any person.
2.2 Attribution. Use of Xe Data is subject to Your Authorised Entities (as applicable) and Your End Users being made aware by You that Xe is the source of the Xe Data through Your inclusion of a conspicuous clickable hyperlink to Xe’s website at https://www.xe.com/legal/ using at least one (1) of the following wordings: (a) “Exchange Rates under license from Xe”; (b) “Rates: Xe”; (c) “Source: Xe”; or, (d) any other notice for which You have received prior written consent for usage from Xe. Where inclusion of a hyperlink is not technically possible, then with the written approval of Xe, You may use a plain text attribution.
2.3 Your Responsibility to Safeguard. You shall use Your best efforts and take all necessary steps to safeguard the Xe Data to ensure that no unauthorized reproduction, publication, disclosure, modification, distribution, or other use of any Xe Data is made in whole or in part. To the extent that You become aware of any such unauthorized use of the Xe Data, You shall immediately notify Xe by e-mailing “xemtlegal@xe.com”.
2.4 Duty to Document Use. You shall maintain complete and accurate records identifying Your use and Your Authorised Entities use (as applicable), of the Xe Currency Data Feed API, including End Users’ use of the Xe Data. Upon written request from Xe, You shall furnish to Xe via e-mail, within fifteen (15) days and at Your own cost, written documentation (including but not limited to screen shot/capture images) that accurately depicts all proposed and actual usage of Xe Data and the Xe Currency Data Feed API. You warrant that the documentation provided will be unaltered, true, complete, and up-to-date. Where use of the Xe Data is identical across a number of uses, a single sample representative of such uses will suffice. Failure to provide such documentation shall be grounds for immediate termination of this Agreement and You shall not be entitled to a refund of any kind.
2.5 Branding. Provided You have given Your prior written consent, You grant to Xe a non-exclusive, non-transferable, royalty-free license to use your branding, name, logos and trademarks, solely in connection with Xe’s performance of the Services and displaying your logo, branding, name and trademarks on Xe’s website or any marketing materials. All intellectual property rights in the branding, logos, names and trademarks licensed under this clause 2.5, are and shall remain Your property. Xe shall not register or use any domain name the same as or similar to Your branding, logos, name and trademarks without Your prior written approval.
ARTICLE 3 - TERM
3.1 Term of Agreement. Unless terminated earlier, the initial term (the “Initial Term”) of this Agreement shall be for one (1) year commencing upon receipt of the Initial License Fee by Xe in accordance with Section 4.1 below. This Agreement shall be automatically extended for successive periods of one (1) year (each a “Renewal Term”) on the anniversary of the commencement of the Initial Term, unless either party notifies the other in writing at least thirty (30) days prior to the expiration of the Initial Term or any Renewal Term of its intent to terminate this Agreement at the conclusion of such Initial Term or Renewal Term. Pursuant to Section 4.2 below, Xe shall provide You with an invoice no earlier than sixty (60) days prior to the commencement of each Renewal Term (the “Renewal Invoice”).
3.2 Xe’s Right of Termination. Xe may at any time, without prejudice to its other rights or remedies, immediately terminate this Agreement and/or suspend access to the Xe Currency Data Feed API in the event that You, Your Authorised Entities (as applicable) and/or any End Users fail to comply with any of the terms and conditions of this Agreement or the End User Terms of Use, and do not cure such a breach within five (5) business days after notification by Xe. Notwithstanding the foregoing, Xe may immediately terminate this Agreement and You shall have no opportunity to cure in the event such failure is the result of the gross negligence or wilful misconduct of You, Your Authorised Entities (as applicable) and/or any End Users.
3.3 Your Right of Termination. You may terminate this Agreement at any time by providing thirty (30) days written notice to Xe. In such case, all outstanding invoices and charges, including any unpaid Initial License Fees and/or Renewal License Fees (as hereinafter defined), shall become immediately due and payable, and You shall not be entitled to a refund of any license fees already paid to Xe.
3.4 Termination Upon Assignment. In addition to the rights set out in Section 3.2, Xe may immediately terminate this Agreement, without notice, should You assign any of Your rights hereunder without Xe’s prior written consent (which shall not be unreasonably withheld).
3.5 Your Obligations Upon Termination. Upon termination or expiration of this Agreement, however caused, You shall immediately: (i) cease accessing the Xe Currency Data Feed API; (ii) destroy all archived or cached Xe Data (if any), and provide written notice to Xe certifying that this has occurred; and, (iii) cease linking and directing End Users to Xe in connection with this Agreement. Provided that this Agreement is not terminated due to a breach on your part, then after Termination, notwithstanding point (ii) above, you may retain an archival copy of Xe Data purely for the purposes of your own internal record keeping, pursuant to section 8.11 herein.
ARTICLE 4 - LICENSE FEE
4.1 Initial License Fee. You shall pay Xe a non-refundable (except as expressly provided herein) license fee for the Initial Term for each Xe Currency Data Feed API License (the “Initial License Fee”) as specified in Article 10. The Initial License Fee is exclusive of all applicable Canadian sales taxes. You are required to pay, in addition to the License Fee, any applicable goods and services tax (“GST”) and harmonized sales tax (“HST”) imposed under Part IX of the Excise Tax Act (Canada), all applicable duties and/or foreign import surcharges, if applicable, as they are not included in the Initial License Fee or Renewal License Fee (as hereinafter defined). For clarity, all License Fees (Initial License Fee and Renewal License Fees) are quoted net of any applicable taxes, including but not limited to withholding taxes under relevant tax regulations in India, Germany, or any other applicable jurisdiction. You shall be responsible for any such taxes, and no deduction or withholding shall reduce the amounts payable to Xe under this Agreement, except as required by law. The Initial License Fee shall be due and payable in full upon acceptance of this Agreement. The Initial License Fee may be reduced on a pro-rated basis (if necessary) to synchronize Your billing to the first day of the calendar month of the Initial Term.
4.2 Renewal License Fee. The non-refundable license fee due to Xe by You for each Renewal Term, if any, shall be the greater of the Initial License Fee or the applicable license fee charged by Xe for each applicable Renewal Term (the “Renewal License Fee”). Xe shall advise You of the Renewal License Fee by way of a Renewal Invoice sent no earlier than sixty (60) days prior to the commencement of such Renewal Term. The Renewal License Fee shall be due and payable by the due date specified on the Renewal Invoice. Failure to pay the Renewal License Fee by the due date specified on the Renewal Invoice shall be grounds for immediate termination of this Agreement.
4.3 Usage Limits. The extent of Your usage of the Xe Currency Data Feed API is dependent on Your Plan. You shall not exceed the usage limits associated with Your Plan and set out in Article 10 hereof. Unused call usage will not be carried over from one monthly period to the next. If You exceed Your monthly usage limit, the Xe Currency Data Feed API will return an error message instead of the Xe Data. It is Your sole responsibility to ensure that You properly detect and handle any returned error messages. Xe will make reasonable efforts to help You identify and resolve usage problems, or to review the suitability of Your current Plan for Your needs. Xe reserves the right to limit or throttle the number of network calls available to You if Xe (in its sole discretion) believes that such calls are being made for malicious reasons, as the result of a technical error, or are inconsistent with Your reasonable use of the Xe Currency Data Feed API.
4.4 License Fee Acknowledgment. You acknowledge and agree that: (i) except as provided for in Sections 5.4 and 6.4 below, the Initial License Fee and any Renewal License Fee are completely non-refundable and shall be deemed to be fully earned by Xe on the date the Initial License Fee or any Renewal License Fee is paid; and, (ii) unless agreed otherwise with You in writing, access to the Xe Currency Data Feed API will not be granted until such time as the entire annual non-refundable Initial License Fee has been paid (or Renewal License Fee, as applicable).
4.5 Payment Options and Processing Fees . You may pay the Initial License Fee and/or Renewal License Fee by way of bank transfer or credit card. However, you acknowledge and agree that Xe may charge a 3% wire processing fee if you elect to make payment via bank transfer.
4.6 Changes to Your Plan. (i) Upgrades – You may upgrade to a higher‑tier Plan at any time. Any difference in fees will be prorated for the remainder of the then‑current term. (ii) Downgrades – You may downgrade at the start of any Renewal Term only. Downgrades are not permitted mid‑term. (iii) Exceeding Plan Limits – If You exceed the usage limits of Your Plan, Xe may automatically upgrade You to the next applicable Plan upon notice to You.
4.7 Withholding Taxes. All fees payable under this Agreement are exclusive of, and shall be paid free and clear of, any withholding, deduction, or similar taxes. If any withholding tax or other deduction is required by Applicable Law to be made from any payment by You to Xe, You shall increase the amount payable to Xe by such additional amount as is necessary to ensure that Xe receives the full amount it would have received had no such withholding or deduction been required. You shall remit any such withholding taxes to the relevant tax authority in accordance with Applicable Law and shall, upon Xe’s request, promptly provide Xe with official receipts or other evidence of such remittance. No withholding or deduction shall reduce the amounts payable to Xe under this Agreement.
ARTICLE 5 - SERVICES AND DATA
5.1 Use of Xe Currency Data Feed API. Subject to the terms herein, Xe will provide You with access to the Xe Data over the Internet through the Xe Currency Data Feed API. All calls to the Xe Currency Data Feed API must reference the credentials issued to You by Xe. You may not disclose Your credentials to any other party other than Authorised Entities (as applicable). You are solely responsible for ensuring the secrecy and security of Your credentials and will be responsible for all activities that occur using such credentials. You shall not use the Xe Currency Data Feed API in a manner that exceeds reasonable request volume or constitutes excessive or abusive usage.
5.2 Responsibility for Software and Hardware. You shall be solely responsible for acquiring, providing, and maintaining all software/hardware and Internet Services required to access the Xe Currency Data Feed API, including but not limited to telecommunication and internet connections, ISP, web browsers, and/or other equipment and software required to access and use the Xe Currency Data Feed API.
5.3 Services May Be Inaccessible Or Inoperable. You hereby acknowledge that from time to time, the Xe Currency Data Feed API may be inaccessible or inoperable for any reason, including, without limitation: (i) equipment (hardware) malfunctions; (ii) software malfunctions; (iii) periodic maintenance procedures or repairs which Xe may undertake from time to time; and/or, (iv) causes beyond the reasonable control of Xe and/or not reasonably foreseeable by Xe.
5.4 Service Level Agreement. Subject to this clause 5.4, if the Xe Currency Data Feed API is unavailable to all Xe Currency Data Feed API License holders for more than three (3) consecutive hours in any one calendar day, beginning at 12:00:01 AM UTC and ending at 11:59:59 PM UTC of the same day (the “Calendar Day”), an outage will be deemed to have occurred (the “Outage”). If there are more than three (3) Outages within any one calendar week, beginning at 12:00:01 AM UTC on a Monday and ending at 11:59:59 PM UTC on a Sunday (the “Calendar Week”), then You may terminate this Agreement, without liability, by providing written notice to Xe of Your intention to do so within one (1) Calendar Week of the third Outage. Upon such termination being accepted by Xe, You shall be entitled to a refund equal to the amount You have paid for the latest term (the Initial License Fee or Renewal License Fee, as applicable, but not including any interest or penalties You may have paid) multiplied by the number of days remaining in the latest term and divided by three hundred and sixty-five (365) (the “Pro Rata Refund”). Notwithstanding the service levels set out in this clause 5.4, You acknowledge and agree that the External Sources may experience outages from time to time which in turn impacts the availability of the Xe Currency Data Feed API. As these Outages are outside of Xe’s control, Xe accepts no liability for any Outage or unavailability of the Xe Currency Data Feed API caused or contributed to by the External Sources.
5.5 Right to Change Content or Format. You acknowledge that Xe may from time to time, and in its sole discretion, update or change the content or format of the Xe Data or the Xe Currency Data Feed API. Xe shall strive to provide reasonable advance notification of such changes; however, from time to time sudden changes in currency names, codes, and/or values occur in financial markets, and since Xe strives to accurately reflect these changes, significant advance notice is not always possible. You may be required to use the most recent version of the Xe Currency Data Feed API in order to ensure functionality of Your application with the Xe Data.
5.6 Service Location. Xe shall only (a) provide the services from: (i) Ontario (Canada) ; or (ii) where applicable, any other location selected by Xe and communicated to You, subject to providing prior notice to You, (each, an "Approved Location");and (b) store and process Your data from (i) Ontario, Canada ; or (ii) where applicable, any other location selected by Xe and communicated to You, ,subject to providing prior notice to You (each, an "Authorised Data Location"). If Xe (including any Xe personnel or subcontractors) wishes to: (a) provide all or any part of the services from outside the Approved Location or change the Approved Location; or (b) store and process Your data from outside the Authorised Data Location or change the Authorised Data Location, then Xe shall notify You in writing of any such intention (such notice to be provided not less than thirty (30) days’ prior to the proposed date on which Xe wishes such a change to take effect. Xe shall provide any information reasonably requested by You relating to any such change in the Approved Location to enable You to undertake any required risk analysis.
5.7 Protection Of Data. For the duration of the Agreement and for so long as Xe holds any of Your Data (if any), Xe shall: (a) not store, copy, disclose, or use any of Your data except as necessary for the performance by Xe of its obligations under the Agreement or as otherwise expressly authorised in writing by You; (b) take responsibility for preserving the authenticity and integrity of such Your data and preventing the corruption or loss of such Your data; (c) perform secure backups of Your data and shall ensure that such backups are available to You at all times upon request; and (d) implement and document appropriate technical and organisational measures to ensure a level of security appropriate to the nature of the services, which shall include measures to ensure the ongoing availability, authenticity, integrity and confidentiality of all Your data and the services and systems used to provide those services, which shall be no less rigorous than those maintained by Xe for its own, or other customers’, data and must comply with (i) Applicable Laws; and (ii) good industry practice.
5.8 Access To Data. Xe agrees that Your data shall be readily accessible to You during normal business hours upon Your request. In addition, the Service Provider shall provide access to all Your data, and will ensure that You can promptly access and recover any of Your data: (a)in the event of expiry or termination of the Agreement for any reason; and (b) in the case of insolvency, resolution or discontinuation of the business operations of Xe. In such event, Xe shall return to You a complete and uncorrupted version of all Your data within the possession or control of Xe.
5.9 Incident Management And Notification. Upon the occurrence of any "ICT-related Incident" (as defined in Article 3(8) of DORA) which affects You and is caused by, affected by, affecting, or related to, the services, Xe shall promptly provide to You all such assistance as You may reasonably request in connection with the investigation and/or resolution of any such ICT- related Incident at no additional cost to You. In the event of an actual or reasonably suspected incident where there is attempted or successful unauthorized access, use, disclosure, acquisition, modification, or destruction of Your data or interference with the operations or integrity of the services (“Security Incident”) or breach impacting Your data, Xe shall: (a) Notify You without undue delay and within twenty-four (24) hours of discovery of any Security Incident; and (b) provide regular status updates and assist You as needed for Your compliance with any investigation, notice, or reporting requirements. Xe shall provide You with a final written report no later than fifteen (15) days following the closure of such incident, detailing the root cause of the incident, the actions taken, the impact to You, and remediation measures planned to prevent future occurrences.
5.10 Cooperation With Regulatory Bodies. Xe shall: (a) cooperate and comply with any order or request, and assist You in complying with any order or request, from a regulatory body (or any other person appointed by them), including in relation to any enquiry made pursuant this clause, relating to the services and/or the Agreement; and (b) to the extent legally permissible, notify You of all enquiries from any regulatory body (or any other person appointed by them), which Xe receives, relating to or connected with the provision of the services and/or either Party's obligations under the Agreement.
ARTICLE 6 - PROPRIETARY RIGHTS
6.1 Licensed, Not Sold. Use of the Xe Data and the Xe Currency Data Feed API is licensed and not sold.
6.2 Consent to Collection, Use, Retention, and Disclosure of Information. In the course of providing the Xe Currency Data Feed API, Xe collects information, including standard information of the type normally exchanged when accessing any web site or web service. This information pertains only to the access of the Xe Currency Data Feed API, and is no different in nature to the information available to any Internet webserver during the course of fulfilling a standard web request. Please read Xe’s privacy policy located at “ https://www.xe.com/privacy.php ”. By agreeing to the terms of this Agreement, You are expressly consenting to Xe’s collection, use, retention, and disclosure of information as set out in its privacy policy. Where the Xe Currency Data API is accessed by your Authorized Entities, You must procure that, and warrant that You have procured, Your Authorised Entities consent to Xe’s collection, use retention and disclosure of information as set out in Xe’s privacy policy.
6.3 No Granting of Ownership Rights. You acknowledge that Xe owns all right, title, and interest (including but not limited to all copyright rights therein) in and to the Xe Data or the Xe Currency Data Feed API, and that You shall not take any action inconsistent with such ownership. The Xe Data and the Xe Currency Data Feed API are protected by U.S., Canadian, and other applicable copyright laws and by international treaties, including the Berne Convention and the Universal Copyright Convention. Nothing contained in this Agreement shall be construed as granting You, Your Authorised Entities (as applicable) or any End Users any ownership rights in or to any of the Xe Data or the Xe Currency Date Feed API.
6.4 Xe’s Right to Terminate. Xe reserves the right at any time to terminate this Agreement, or withdraw from distributing the Xe Data or providing access to the Xe Currency Data Feed API, if for any reason it no longer retains the right to publish or distribute the Xe Data. In such event You shall be entitled to a Pro Rata Refund as outlined in Section 5.4 above. In addition to the above, You may terminate the Agreement by giving written notice to the Service Provider:
6.4.1. In the event of a significant or material breach by Xe of: (a) any i) legislation (including statute, statutory instrument, treaty, regulation, order, directive, by-law, decree) and common law; (ii) regulatory rules, guidance and license conditions relating to either Party, or the Services or otherwise as issued by a Regulatory Body; (iii) judgments, resolutions, decisions, orders, notices or demands of a competent court, tribunal, regulatory body or governmental authority in each case having the force of binding law or by which either Party is bound; and (iv) industry guidelines or codes of conduct which in each case are mandatory, in each case in any jurisdiction relevant to the Parties and the Services (“Applicable Laws”); or (b) the terms of the Agreement;;
6.4.2. In the event of circumstances identified by You in the course of ICT third party risk monitoring that are reasonably assessed by You as likely to adversely affect the performance of the services provided for by Xe under the Agreement, including material changes adversely affecting the arrangement or the situation of Xe (including any of Xe’s subcontracting arrangements);Where You identify or are able to evidence any significant or material weaknesses in Xe’s general ICT risk management, including, without limitation, any such weaknesses which prevent or materially impact Xe’s ability to ensure the availability, authenticity, security and confidentiality of Your data in accordance with your obligations under: (i) Applicable Law; or (ii) the Agreement; or
6.4.3. Where You are instructed to terminate the Agreement by any regulatory body (or any other person appointed by such regulatory body), including, without limitation, where any such regulatory body informs You that it can no longer effectively supervise You as a result of the conditions of, or circumstances related to, the services provided by Xe.
ARTICLE 7 - DISCLAIMER OF WARRANTIES AND LIABILITIES
7.1 Provided in Good Faith. The Xe Currency Data Feed API is provided by Xe in good faith and although Xe endeavours to ensure that the Xe Data and the Xe Currency Data Feed API are accurate and obtained from sources believed to be reliable, Xe does not guarantee or warrant: (i) the accuracy, authenticity, timeliness, reliability, appropriateness, correct sequencing, or completeness of the Xe Data or the Xe Currency Data Feed API; or (ii) that the Xe Data or the Xe Currency Data Feed API is free from errors or other material defects.
7.2 No Responsibility. Xe does not assume any responsibility with respect to Your use, Your Authorised Users’ use (as applicable) or any End Users’ use of the Xe Data or the Xe Currency Data Feed API.
7.3 IMPORTANT DISCLAIMER. The Xe Currency Data Feed API and Xe Data are provided “as is” and “as available”, without any warranty of any kind and Xe, its affiliates, agents and/or suppliers, officers, directors, and employees expressly disclaim any and all warranties, whether expressed or implied, including without limitation the warranties of merchantability, fitness for a particular purpose, and non-infringement of the rights of third parties. In no event shall Xe be liable for indirect, special, punitive, or consequential damages including, but not limited to, lost profits, lost data, or otherwise. In no event shall Xe, any of its affiliates, or any of their data providers involved in supplying, developing, operating, or managing the Xe Currency Data feed API, be liable for indirect, special, punitive, or consequential damages including, but not limited to, lost profits, lost data, or otherwise. In the event the limitations and disclaimers contained in this Article are found by a court of competent jurisdiction to be ineffective or inapplicable, the parties agree that Xe’s maximum aggregate liability to You, Your Authorised Entities (as applicable) and all End Users, whether arising in contract, tort, strict liability, or otherwise, shall be limited, and in no event shall it exceed, the amount of fees (consisting of the Initial License Fee and any applicable Renewal License Fee) paid by You during the immediately preceding twelve (12) months hereunder for the license of the Xe Currency Data Feed API.
7.4 IMPORTANT DISCLAIMER. You acknowledge that Xe is not, and is not affiliated with, a financial institution or financial data feed provider, but obtains its financial data (including, but not limited to, the Xe Data) from a variety of sources. You further acknowledge that financial data often differs between financial institutions and between geographic jurisdictions (particularly for non-major and/or exotic currencies) and accordingly may vary from that provided by Xe pursuant to this agreement. Although Xe has used its commercially reasonable efforts to obtain the most accurate and timely financial data available from the aforementioned sources, Xe makes no representations or warranties as to accuracy, authenticity, timeliness, reliability, appropriateness, correct sequencing or completeness of the Xe Data or the Xe Currency Data Feed API. You acknowledge that no part of the Xe Data constitutes advice regarding financial, investment, legal, or tax issues, and that You, Your Authorised Entities (as applicable) and all End Users should seek independent professional advice before making any decisions regarding such issues.
7.5 IMPORTANT DISCLAIMER. Xe does not represent or warrant that the Xe Currency Data Feed API, or access to the Xe Currency Data Feed API, will be uninterrupted or error-free or that errors in the Xe Currency Data Feed API and/or Xe Data will be corrected.
7.6 IMPORTANT DISCLAIMER. In no event shall Xe, any of its affiliates, or any of their data providers involved in supplying, developing, operating, or managing the Xe Currency Data Feed API be liable to You, Your Authorised Entities (as applicable) or to any End Users in any manner whatsoever for any interruptions, delays, the unavailability or inoperability, inaccuracies, errors, or omissions, regardless of cause, in the Xe Currency Data Feed API and/or the Xe Data or for any losses, damages, liabilities or expenses resulting therefrom regardless of cause, even if Xe knew or should have known of the possibility of or could have prevented such damages.
7.7 Fairness and Reasonableness of Limitation on Liability. You represent and warrant that the limitations of liability set out in this Agreement are fair and reasonable in the commercial circumstances of this Agreement and that such limitations have been, in part, an inducement to Xe and a consideration in calculating the license fee payable by You to Xe pursuant to this Agreement and that Xe would not have entered into this Agreement but for such liability limitations.
7.8 Indemnification by You. You shall indemnify, defend, and save harmless Xe, its affiliates and subsidiaries, and their officers, directors, employees and agents from any loss, damage, liability or expense (including reasonable attorneys’ fees, accountants’ fees and other legal expenses) to which any of them may become subject to and which are in any way related to or which have arisen under or in connection with: (i) any act or omission by You or any Authorized Entity or person connected, affiliated, or associated with You with respect to this Agreement and/or the Xe Currency Data Feed API (including but not limited to any use or reliance on the Xe Data by End Users); and/or, (ii) any non-fulfilment or breach of any covenant or agreement on Your part pursuant to this Agreement or any incorrectness in or breach of any representation or warranty made by You contained in this Agreement.
7.9 Authorised Entities. You acknowledge and agree that You are fully responsible and liable for all acts, omissions, breaches, and defaults of any Authorized Entity, in connection with this Agreement, as if such acts or omissions were Your own. Without limiting the foregoing, You shall ensure that all such parties comply with the terms of this Agreement, and any breach by such parties shall constitute a breach by You.
ARTICLE 8 - GENERAL
8.1 Entire Agreement. This Agreement and Xe’s Privacy Policy, which can be accessed at “https://www.xe.com/privacy.php”, shall constitute the entire Agreement between the parties and supersedes all prior Agreements and understandings, oral or written, relating to the subject matter hereof.
8.2 Amendments. As Xe’s data supplier and partner relationships are constantly changing and evolving, it is necessary for Xe to be able to amend this Agreement and the End User Terms of Use. From time to time, Xe reserves the right, in Xe’s sole discretion, to update the terms of this Agreement to comply with changes under its supplier and partner terms or to comply with legal and regulatory obligations. Xe may amend this Agreement and the End User Terms of Use at any time, in its sole discretion. Any amended version will be posted here or another URL notified by Xe from time to time. The revised Agreement will be effective immediately upon posting, unless a later effective date is stated. Your continued access to or use of the Xe Currency Data Feed API after the amended terms are posted constitutes Your acceptance of the amended Agreement. It is Your responsibility to review the Agreement regularly for any changes. Whenever Xe makes a change to the Agreement that impacts our contractual relationship with You or the nature of the services that Xe provides to You, Xe will notify You and will do so as far in advance as reasonably possible. This means Xe will not notify You of editorial or clarificatory changes.. If You do not agree to any changes and do not wish to continue to use the Xe Currency Data API under the amended terms, you have the option to terminate your service and receive a pro-rated refund of any prepaid fees.
8.3 Headings. Section headings are not to be considered part of this Agreement and are included solely for convenience of reference and are not intended to be full or accurate descriptions of the contents thereof.
8.4 Gender. Unless the context requires otherwise, the gender (or lack of gender) of all words used in this Agreement includes any other gender.
8.5 Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any respect under any applicable statute or rule of law, the provision shall be deemed omitted to the extent that it is invalid, illegal, or unenforceable. In such a case, the remainder of the Agreement shall be construed in a manner as to give greatest effect to the original intention of the parties hereto.
8.6 Waiver. The waiver of any right or failure by Xe to exercise in any respect of any right or provision provided in this Agreement in any instance shall not constitute or be construed or deemed to be a waiver of such right or provision in the future or a waiver of any other right or provision under this Agreement.
8.7 Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, without regard to conflict of laws principles. All rights and remedies, whether conferred by this Agreement, by any other instrument or by law, shall be cumulative, and may be exercised singly or concurrently. The parties hereby irrevocably agree to the exclusive jurisdiction of the courts of Ontario.
8.8 Sale of Goods. You acknowledge and agree that this Agreement is not governed by the UN Convention on Contracts for the International Sale of Goods or the International Sale of Goods Act, as amended, replaced, or re-enacted from time to time, and all provisions of such are rejected and excluded from this Agreement in their entirety. You further acknowledge and agree that the Uniform Computer Information Transactions Act, or any version thereof in any form (“UCITA”), shall not apply to this Agreement. To the extent that UCITA is applicable, You acknowledge and agree that You and Xe agree to opt out of the applicability of UCITA pursuant to the opt-out provisions contained therein.
8.9 Delayed Performance. Except as expressly provided otherwise in this Agreement, dates and times by which Xe is required to render performance under this Agreement shall be postponed automatically to the extent and for the period of time that Xe is prevented from meeting them by reason of any cause beyond its reasonable control.
8.10 Opportunity to Obtain Independent Legal Advice. You acknowledge and agree that You have been afforded the opportunity to obtain independent legal advice with respect to this Agreement and, even if You have chosen not to obtain independent legal advice, that You understand the nature and consequences of this Agreement.
8.11 Confidentiality. Both Parties shall procure that all Confidential Information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) in accordance with the Agreement, or which may at any time until termination of the Agreement come into either Party's knowledge, possession or control, shall be kept secret and confidential, shall not be used for any purpose other than the performance of the Agreement and shall not be disclosed to any third party except in so far as this may be required for the proper operation of the Agreement and then only under appropriate confidentiality provisions approved by the other Party. Each Party shall ensure that all persons or entities to whom Confidential Information is disclosed are bound by confidentiality obligations at least as stringent as those contained in this Agreement, requiring them to keep Confidential Information secret and to not disclose the Confidential Information to any other person. Each Party shall be responsible for any disclosure of Confidential Information by any of its own employees, affiliates, agents or subcontractors. If the Receiving Party discovers, or becomes aware of, any unauthorised disclosure of Confidential Information, it shall notify the Disclosing Party as soon as practical and promptly take all possible action to prevent further disclosure. At the Disclosing Party’s request, the Receiving Party shall return or destroy all Confidential Information. In these circumstances the Receiving Party shall return all Confidential Information and copies thereof in its possession or control, to the Disclosing Party, or shall securely destroy to beyond the point of recovery and shall procure that each of its own employees, agents and subcontractors also do so.
8.12 Survival of Certain Provisions. In the event that this Agreement expires or is terminated for any reason, by either Xe or You, the provisions of Sections 2.1, 2.3, 3.4, 3.5, 6.1, 6.2, and 6.3, and Articles 7 and 8 of this Agreement shall survive indefinitely.
8.13 Notice by Posting. You agree that publication of the Agreement or any updated version on the Xe legal webpage constitutes sufficient notice of such terms. Xe may provide additional notice (including email or in‑product messages) at its discretion, but is not obligated to do so.
ARTICLE 9 – REPRESENTATION AND WARRANTY OF RESIDENCY AND GST/HST REGISTRATION STATUS
9.1 Residency. You hereby represent and warrant that You will declare to Xe whether or not You are resident of Canada by providing Your mailing and billing addresses to Xe, and notifying Xe in a timely manner if such addresses change.
9.2 GST/HST Registration. If You are not a resident of Canada, You hereby represent and warrant that You will declare to Xe if You are (or become) registered for the GST/HST under subdivision d of Division V of the Excise Tax Act (Canada) by sending an e-mail to “billing@xe.com”.
ARTICLE 10 - SERVICE SUMMARY
10.1 Details of Service and Plan Features. You acknowledge and agree that the details of Your use of the Xe Currency Data Feed API are as per Your elected Plan, the features of which can be found here.
ARTICLE 11 - TRAINING AND AWARENESS PROGRAMMES
11.1. Xe shall participate in, and shall ensure that any applicable personnel participate in, any programs and/or training relating to ICT security awareness and/or digital operational resilience, as may be requested in writing by You from time to time. Applicable personnel is any personnel that has access to Your Systems and Your Data.