10. Claims and Losses. Subscriber will indemnify NASDAQ OMX and hold NASDAQ OMX and its employees, officers,
directors and other agents harmless from any and all Claims or Losses imposed on, incurred by or asserted as a result of or
relating to: (a) any noncompliance by Subscriber with the terms and conditions hereof; (b) any third-party actions related to
Subscriber's receipt and use of the Information, whether authorized or unauthorized under the Agreement. Each party
warrants and represents and will indemnify and hold harmless (and in every case, NASDAQ OMX shall be permitted to solely
defend and settle) another party (including NASDAQ OMX) and their officers, directors, employees and other agents, against
any Claims or Losses arising from, involving or relating to a claim of infringement or other violation of an intellectual property
right by the indemnifying party, its actions or omissions, equipment or other property. This right is conditioned on the
indemnified party giving prompt written notice to the indemnifying party (as does not prejudice the defense) of the Claims or
Losses and providing cooperation in the defense of the Claims or Losses (without waiver of attorney-client, work-product or
other legal privilege, or disclosure of information legally required to be kept confidential).
11. Termination. Subscriber acknowledges that NASDAQ OMX, when required to do so in fulfillment of statutory obligations,
may by notice to Distributor unilaterally limit or terminate the right of any or all Persons to receive or use the Information
and that Distributor will immediately comply with any such notice and will terminate or limit the furnishing of the Information
and confirm such compliance by notice to NASDAQ OMX. Any affected Person will have available to it such procedural
protections as are provided by the Act and applicable rules thereunder. In addition to terminations permitted under the
Distributor's agreement, this Agreement may be terminated by Subscriber with thirty (30) days written notice to Distributor
and by NASDAQ OMX with thirty (30) days written notice either to Distributor or Subscriber. NASDAQ OMX may also alter any
term of this Agreement with ninety (90) days written notice either to Distributor or Subscriber, and any use after such date is
deemed acceptance of the new terms. In the event of Subscriber breach, discovery of the untruth of any representation of
Subscriber, or where directed by the SEC in its regulatory authority, NASDAQ OMX may terminate this Agreement with not
less than three (3) days written notice to Subscriber provided either by NASDAQ OMX or Distributor.
12. Amendments/Agreement. Except as otherwise provided herein, no provision of this Agreement may be amended,
modified or waived. No failure on the part of NASDAQ OMX or Subscriber to exercise, no delay in exercising and no course of
dealing with respect to any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any
single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or the exercise of
any other right, power or privilege under this Agreement. If any of the provisions of this Agreement or application thereof to
any individual, entity or circumstance is held invalid or unenforceable, the remainder of this Agreement, or the application of
such terms or provisions to individuals, entities or circumstances other than those as to which they are held invalid or
unenforceable, shall not be affected thereby and each such term and provision of this Agreement shall be valid and
enforceable to the fullest extent permitted by law. In the event of any conflict between the terms of this Agreement and of
the Distributor's agreement, the terms of this Agreement shall prevail as between NASDAQ OMX and Subscriber.
13. Definitions.
Affiliate shall mean any individual, corporation, company, partnership, limited partnership, limited liability company, trust,
association or other entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is
under common control with such party.
Claims or Losses shall mean any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs,
judgments, settlements and expenses of whatever nature, whether incurred by or issued against an indemnified party or a
third party, including, without limitation, (a) indirect, special, punitive, consequential or incidental loss or damage, (including,
but not limited to, trading losses, loss of anticipated profits, loss by reason of shutdown in operation or increased expenses
of operation or other indirect loss or damage), and (b) administrative costs, investigatory costs, litigation costs and auditors'
and attorneys' fees and disbursements (including in-house personnel).
Distributor shall mean "Vendor" and is tastyworks, Inc. for purposes of this Agreement.
Distributor's Service shall mean the service from a distributor, including the data processing equipment, software and
communications facilities related thereto, for receiving, processing, transmitting, using and disseminating the Information to
or by Subscriber.
Information shall mean certain market data and other data disseminated that has been collected, validated, processed, and
recorded by the System or other sources made available for transmission to and receipt from either a Distributor or from
NASDAQ OMX relating to: a) eligible securities or other financial instruments, markets, products, vehicles, indicators, or
devices; b) activities of a NASDAQ OMX Company; c) other information and data from a NASDAQ OMX Company. Information
also includes any element of Information as used or processed in such a way that the Information can be identified,
recalculated or re-engineered from the processed Information or that the processed Information can be used as a substitute
for Information.
Person shall mean any natural person, proprietorship, corporation, partnership or other entity whatsoever.
Primary Customer: I Agree Primary Customer: I Do Not Agree
Joint Customer: I Agree Joint Customer: I Do Not Agree
