DTN Addendum – Exchange Services

Last updated: August 11, 2021

The following additional terms apply to Exchange Services:

1. Reporting Requirements and Right to Audit
   1. Customer shall provide and include a detailed subscriber report with each periodic payment made to DTN. Such report shall include, but may not be limited to, the aggregate number of subscribers during the month with calculated fees payable to DTN by Customer and shall be in a written format acceptable to DTN. Customer shall maintain complete, clear, and accurate books and records of all subscribers.
   2. DTN and its sources shall have the right, not more than once per calendar year and up to three (3) years after the expiration of the Agreement, to audit, inspect, and make copies of the books and records of Customer which solely relate to the terms, conditions, and obligations of the Agreement upon ten (10) days’ written notice to Customer.
   3. The books and records and other information reviewed during an audit shall be held strictly confidential by DTN and its sources.
   4. In the event such audit reveals that Customer underpaid any amount owing hereunder, then Customer shall promptly pay to DTN the amount of such underpayment together with interest on the unpaid amounts due from their due dates at the rate of one and one-half percent (1 ½ %) per month. DTN and its sources will bear the cost and expense of any audit except that in the event any such audit reveals that Customer underpaid any amount owing hereunder by more than ten percent (10%) of the total amount owing for any calendar month, then Customer shall promptly pay and reimburse DTN or its sources for all out-of-pocket costs and expenses actually incurred in conducting the audit.
2. Fees and Payment
   1. Customer shall pay to DTN any Exchange Service fees, which may include an administrative fee by DTN which shall be collected by DTN and remitted to the applicable exchange. Exchange Service fees are separate and distinct from any other Fees and, among DTN’s other rights under the Agreement, are subject to change at any time without notice.
3. Customer Warranty
   1. Customer represents and warrants that it will comply with all the rules and regulations applicable to Customer’s use of the Exchange Service. As necessary, Customer agrees to execute and deliver to DTN all agreements and other information required under this clause 4 as well as any updates to the same.
4. Term and Termination
   1. In addition to Customer’s other rights under the Agreement, and notwithstanding Section 4(d) in the Terms of Service, Customer may terminate any Exchange Service portion of the Services at any time by providing DTN with at least thirty (30) days’ prior written notice. Any use of Exchange Services beyond the limitations of the Agreement or the applicable Order may subject Customer to penalties, fines or additional Exchange Service fees imposed by the third-party exchange or vendor, and such penalties, fines and fees are the sole responsibility of Customer.