Terms and Conditions of Use Related to U.S. Equities
These Terms and Conditions apply to your use of this electronic interface to access information about or transact in U.S. equities. “Goldman Sachs” shall mean each of Goldman, Sachs & Co., its affiliates, and its and their officers, directors, managing directors, partners, employees, and agents. “Services” shall mean all aspects of this electronic interface related to U.S. equities. YOU ARE INDICATING YOUR AGREEMENT TO BE BOUND BY THESE TERMS AND CONDITIONS OF USE. IF YOU DO NOT AGREE, GOLDMAN SACHS IS NOT WILLING TO PROVIDE YOU WITH ACCESS TO THE SERVICES AND YOU SHOULD IMMEDIATELY DISCONTINUE YOUR USE OF THE SERVICES.
REQUIREMENT OF BLOCK SIZE: You understand and acknowledge that the Services are a block size trading platform. By using the Services to submit an order, you acknowledge that you have current block size trading interest, i.e., trading interest representing a market value of at least USD $200,000, and intend to use the Services to find contra-side trading interest of equally large size. All orders for U.S. equities submitted to the Services must have a market value of at least USD $200,000.
PRICES ARE INDICATIVE ONLY, NOT FIRM: Prices provided in the Services are indications of interest and are not bids or offers, and prices are subject to change at any time. Orders to transact in U.S. equities submitted to the Services in response to prices displayed in the Services may be rejected by Goldman, Sachs & Co. in its sole discretion, e.g., when Goldman, Sachs & Co. determines that the pricing level at which the order was submitted is no longer acceptable.
YOU ARE RESPONSIBLE FOR COMPLYING WITH APPLICABLE LAWS: You represent and warrant to Goldman Sachs that your use of the Services will comply with all applicable laws, rules and regulations. You will designate your short sales as such and obtain a locate for or borrow the requisite shares prior to placing any short sale orders with us, all in accordance with applicable law. You represent and warrant that, if you use the Services to effect transactions (i) in securities that you or your affiliates issued or, (ii) if you are a broker-dealer, investment manager or investment adviser and are acting on behalf of a customer, in securities which the customer or the customer’s affiliate issued, such transactions will comply with applicable laws and regulations regarding transactions in securities by issuers and affiliates. You represent and warrant to Goldman Sachs that there will be no legal restrictions on the transfer of any securities you sell through the Services.
WE CAN MONITOR YOUR USE OF THIS PLATFORM: Your use of the Services may be monitored by Goldman Sachs for compliance with regulatory and operational requirements.
YOUR ABILITY TO USE INFORMATION FROM THIS PLATFORM IS RESTRICTED: You are permitted to store, display, analyze, modify, reformat, and print the information made available to you through the Services only for your own use. You are not permitted to publish, transmit, or otherwise reproduce this information, in whole or in part, in any format to any third party without the express written consent of Goldman Sachs. In addition, you are not permitted to alter, obscure, or remove any copyright, trademark or any other notices that are provided to you in connection with the information. Goldman Sachs reserves the right, at any time and from time to time, in the interests of its own editorial discretion and business judgment to add, modify, or remove any of the information. These Terms and Conditions of Use are not intended to, and will not, transfer or grant any rights in or to the information other than those which are specifically described herein, and all rights not expressly granted herein are reserved by Goldman Sachs or the third party providers from whom Goldman Sachs has obtained the information. You are required to read and abide by any additional terms and conditions that may be posted on the Services from time to time concerning information obtained from specific third party providers. Such third party providers shall have no liability to you for monetary damages on account of the information provided to you via the Services.
YOUR USE OF THIS PLATFORM IS ON AN “AS IS” BASIS AT YOUR SOLE RISK: Goldman Sachs and its third party providers make no warranty, express or implied, concerning this service. The Services are provided on an “AS IS” basis at your sole risk. Goldman Sachs expressly disclaims any implied warranty of merchantability or fitness for a particular purpose, including any warranty for the use or the results of the use of the Services with respect to their correctness, quality, accuracy, completeness, reliability, performance, timeliness, or continued availability.
Neither Goldman Sachs nor any of its third party providers shall have any responsibility to maintain the Services and data made available through the Services or to supply any corrections, updates, or releases in connection therewith. Availability of the Services and data are subject to change without notice.
WE DO NOT GUARANTY THE SECURITY OF THIS PLATFORM: Goldman Sachs makes no warranty whatsoever to you, express or implied, regarding the security of the Services, including with respect to the ability of unauthorized persons external to Goldman Sachs to intercept or access information transmitted by you through the Services.
THERE MAY BE SYSTEM OUTAGES AND SLOWDOWNS: As a result of high communication traffic, transmission problems, systems capacity limitations and other problems, you may, at times, experience difficulty accessing the Services or communicating with Goldman Sachs through electronic and wireless services. Any computer system or other electronic device, whether it is yours, an Internet service provider’s or Goldman Sachs’, can experience unanticipated outages or slowdowns, or have capacity limitations.
PRICING AND DATA SHOULD NOT TO BE USED FOR VALUATION PURPOSES: Prices posted on the Services, unless otherwise indicated, are not to be used for valuation purposes, and should not be relied upon for such purposes. Prices generated through use of the Services or data made available through the Services, unless otherwise specified, may not reflect actual prices that would be available in the market at the time that you may want to purchase or sell a particular security or other instrument either with or through Goldman Sachs or any other party. The prices should not be relied upon to predict future values or prices. The Services and data are similar to, but may not be identical to, services and data used by Goldman Sachs for its internal purposes; and there can be no assurance that the quantitative outputs or other results obtained by use of the Services or data will be the same as those that Goldman Sachs may obtain from its own pricing models.
CONTENT SHOULD NOT TO BE CONSTRUED AS A RECOMMENDATION: Information on the Services is not to be construed as a recommendation.
GOLDMAN SACHS MAY HAVE POSITIONS IN PRODUCTS MENTIONED: Goldman Sachs may have long or short positions in, or may buy or sell, the products mentioned on the Services or related securities or products or derivatives thereof for Goldman Sachs’ own accounts and on behalf of accounts under its management, which may affect the value or termination of a transaction. Goldman Sachs may enter into transactions at prices different from those reflected on the Services.
YOU SHOULD NOT RELY UPON OUR HARDWARE REQUIREMENTS: All recommendations and suggestions that may be made by Goldman Sachs regarding hardware requirements are for informational purposes only and should not be relied upon. Each subscriber must analyze its own requirements to determine what hardware, communications links and products would be necessary for its intended usage.
WE HAVE NO LIABILITY TO YOU: Goldman Sachs shall have no liability, contingent or otherwise, to you or to third parties, or any responsibility whatsoever, for the failure of any connection or communication service to provide or maintain your access to the Services, or for any interruption or disruption of such access or any erroneous communication between Goldman Sachs and you, regardless of whether the connection or communication service is provided by Goldman Sachs or a third party service provider. Goldman Sachs shall have no liability, contingent or otherwise, to you or to third parties, for the correctness, quality, accuracy, timeliness, reliability, performance, continued availability, completeness or delays, omissions, or interruptions in the delivery of the Services and data or for any other aspect of the performance of the Services, including the functioning any settings or parameters established by you or at your request within the Services to control the size, pricing, timing, scope or nature your transactions through the Services, or for any failure or delay in the execution of any transactions through the Services. Goldman Sachs has no obligation to accept, or to execute or cancel, all or any part of a transaction that you seek to execute or cancel through the Services. Without limitation of the foregoing, Goldman Sachs has no responsibility for transmissions that are inaccurate or not received by Goldman Sachs, and may execute any transaction on the terms actually received by Goldman Sachs. Execution terms as reflected in any written or electronic acknowledgement of the status of a transaction executed through the Services (including any historical transaction information made available through the Services) or any trade confirmation or execution report sent or otherwise made available to you are subject to adjustment for errors. In no event will Goldman Sachs be liable for any special, indirect, incidental, or consequential damages which may be incurred or experienced on account of you using the Services or data even if Goldman Sachs has been advised of the possibility of such damages. Goldman Sachs will have no responsibility to inform you of any difficulties experienced by Goldman Sachs or third parties with respect to the use of the Services or to take any action in connection therewith.
YOU AGREE TO INDEMNIFY GOLDMAN SACHS: You will indemnify, protect, and hold harmless Goldman Sachs from and against any and all losses, liabilities, judgments, suits, actions, proceedings, claims, damages, costs (including attorney’s fees) (collectively, “Losses”) resulting from or arising out of the use of the Services by you or your managing directors, partners, officers, directors, affiliates, employees and agents (each a “Related Party”) except to the extent such Losses are due to Goldman Sach’s gross negligence or willful misconduct. You agree that Goldman Sach’s liability and the collective liability of the third party service providers selected by you or Goldman Sachs, if any, arising out of any kind of legal claim (whether in contract, tort, or otherwise) or in any way connected to your use of the Services will not exceed the amount of the profit Goldman Sachs received on the specific transaction giving rise to such legal claim unless caused directly by Goldman Sach’s gross negligence or willful misconduct.
MISCELLANEOUS: Your continuing obligations under these Terms and Conditions including those relating to your agreement that Goldman Sachs has no liability and your agreement to indemnify Goldman Sachs will survive the termination of these Terms and Conditions.
The headings in these Terms and Conditions are intended for convenience of reference and will not affect interpretation.
If any provision of these Terms and Conditions (or any portion thereof) is invalid, illegal or unenforceable, the validity, legality or enforceability of the remainder of these Terms and Conditions will not be affected or impaired.
These Terms and Conditions are governed by the laws of the State of New York without giving effect to principles of conflict of law.