Common use of Authorized Devices Clause in Contracts

Authorized Devices. A. Subscriber may access the System only through one or more systems, which meet the specifications and requirements (including, but not limited to, interface and operational requirements), set forth by Nasdaq (each an “Authorized Device”). Approved specifications and requirements are available from Nasdaq upon request and may be modified from time to time Nasdaq in its sole discretion on at least thirty (30) days’ notice (ninety (90) days’ notice if other than a routine change) unless: (i) a malfunction in the System or Service necessitates modifications on an accelerated basis; (ii) an emergency situation precludes such advance notice; or (iii) a shorter time period is required pursuant to an order of a court, an arbitrator(s), or a regulatory agency. B. Subscriber shall report to Nasdaq, as requested Nasdaq, the information required to be supplied by Subscriber in Nasdaq’s specifications and requirements. At reasonable times and upon reasonable notice from Nasdaq, Subscriber will grant to Nasdaq or its representatives free access to the Authorized Devices and, at any time, Subscriber will grant to Nasdaq or its representatives free access to the areas where the Service is received and used. Such access shall be for the purposes of: (i) inspection, audit, or testing; (ii) maintenance, repair, or replacement of any Nasdaq -provided equipment or of any Nasdaq provided software; or (iii) maintenance of Authorized Devices pursuant to this Agreement. Nasdaq shall comply with Subscriber’s reasonable security regulations. C. When necessary Nasdaq will grant to Subscriber a non-exclusive, non-assignable, non-transferable license to use certain Nasdaq -specialized software (“Software”) with the Authorized Devices during the term of this Agreement. D. Subscriber shall designate to Nasdaq in writing, a security contact person (“Security Administrator”), or multiple or alternative Security Administrator(s). Each Security Administrator shall be an employee or authorized agent of Subscriber, who shall be responsible for sending requests to procure or remove Services on behalf of Subscriber. Each Security Administrator will also receive notification from Nasdaq of changes made to web accounts. Nasdaq may request at any time an explanation of any Security Administrator’s scope of authority or a clarification of any information about a Security Administrator or object to a Security Administrator for any reason, including administrative burden on Nasdaq, or lack of clarity of the information provided about the authority of a Security Administrator. E. Subscriber shall cause each Security Administrator to comply with the Nasdaq Requirements. Each Security Administrator’s responsibilities shall include, without limitation: (i) providing all notices to Nasdaq by sending an e-mail to Nasdaq customer Support from a verifiable Subscriber e-mail account to xxxxxxxx@xxxxxx.xxx and obtaining a Nasdaq generated receipt for the e-mail (all e-mail receipts to be retained for a period of not less than six months); (ii) notifying Nasdaq within a reasonable period of time but not longer than fifteen (15) days, when an authorized employee, agent or associated person of Subscriber (a “User”) is assigned an Authorized Device that allows User to access the Service, has the Authorized Device revoked, or is no longer eligible to receive the Service; and (iii) notify Nasdaq within a reasonable period of time, but not longer than five (5) business days, of any unauthorized access to the Service. Subscriber shall be responsible, under regulation, contract, tort or otherwise, for all actions or omissions of a Security Administrator (including those that were to have been performed by a Security Administrator, had one been named or available at the time). F. Subscriber shall use commercially reasonable efforts to cause each User to comply with the responsibilities set forth in detail in the Nasdaq Requirements, which include, without limitation, the following requirements: (i) Authorized Devices are personal to the User and may not be shared, lent, sold, transferred, or used by others; (ii) User will change passwords, where applicable, and perform other actions that are necessary to prevent compromise of the Authorized Device and to keep the Authorized Device operating correctly (the actions, such as criteria for choosing and changing passwords, will be specified in the Nasdaq Requirements and User agrees to abide by such requirements); (iii) User is liable, under regulation, contract, tort or otherwise, for all actions taken or omitted and all information submitted by User or on User’s behalf from or to the Service or submitted by authorized or unauthorized persons who obtain access to the Service through User, including any actions performed, or information submitted or retrieved, using the designated Authorized Device; and (iv) User will not access any portion of the Service or any portion of the Service that utilizes Authorized Devices after User is no longer eligible for access because of a change in the User’s role or responsibility, the User’s employer, or otherwise does not meet the then current requirements of the Service, or any portion of the Service. The Subscriber shall be responsible, under regulation, contract, tort or otherwise, for all actions or omissions of a User or any other person, authorized or not, who gains access to the Service or a portion of the Service that uses an Authorized Device assigned to a User of Subscriber (including those that were to have been performed by the User, had one been named or available at the time). For avoidance of doubt, nothing in this Section 3.F shall be construed to limit the Subscriber’s regulatory obligations with respect to supervision of Users or to limit Subscriber’s liability towards Nasdaq. G. Subscriber shall not reverse engineer, decode, decompile, attempt to tamper with or evade, or discover the method of operations or defeat any Authorized Device. If applicable law authorizes Subscriber to perform certain types of reverse engineering or the like and declares unenforceable contractual restrictions that conflict with that law, then Subscriber may perform only such reverse engineering or the like as is expressly allowed by, and in strict compliance with, such law.

Authorized Devices. A. Subscriber may access the System only through one or more systems, which meet the specifications and requirements (including, but not limited to, interface and operational requirements), set forth by Nasdaq NASDAQ OMX (each an “Authorized Device”). Approved specifications and requirements are available from Nasdaq NASDAQ OMX upon request and may be modified from time to time Nasdaq by NASDAQ OMX in its sole discretion on at least thirty (30) days’ notice (ninety (90) days’ days notice if other than a routine change) unless: (i) a malfunction in the System or Service necessitates modifications on an accelerated basis; (ii) an emergency situation precludes such advance notice; or (iii) a shorter time period is required pursuant to an order of a court, an arbitrator(s), or a regulatory agency. B. Subscriber shall report to NasdaqNASDAQ OMX, as requested Nasdaqby NASDAQ OMX, the information required to be supplied by Subscriber in NasdaqNASDAQ OMX’s specifications and requirements. At reasonable times and upon reasonable notice from NasdaqNASDAQ OMX, Subscriber will grant to Nasdaq NASDAQ OMX or its representatives free access to the Authorized Devices and, at any time, Subscriber will grant to Nasdaq NASDAQ OMX or its representatives free access to the areas where the Service is received and used. Such access shall be for the purposes of: (i) inspection, audit, or testing; (ii) maintenance, repair, or replacement of any Nasdaq -provided NASDAQ OMX-provided equipment or of any Nasdaq NASDAQ OMX provided software; or (iii) maintenance of Authorized Devices pursuant to this Agreement. Nasdaq NASDAQ OMX shall comply with Subscriber’s reasonable security regulations. C. When necessary Nasdaq necessary, NASDAQ OMX will grant to Subscriber a non-exclusive, non-non- assignable, non-transferable license to use certain Nasdaq -specialized NASDAQ OMX-specialized software (“Software”) with the Authorized Devices during the term of this Agreement. D. Subscriber shall designate to Nasdaq NASDAQ OMX in writing, a security contact person (“Security Administrator”), or multiple or alternative Security Administrator(s). Each Security Administrator shall be an employee or authorized agent of Subscriber, who shall be responsible for sending requests to procure or remove Services on behalf of Subscriber. Each Security Administrator will also receive notification from Nasdaq NASDAQ OMX of changes made to web accounts. Nasdaq NASDAQ OMX may request at any time an explanation of any Security Administrator’s scope of authority or a clarification of any information about a Security Administrator or object to a Security Administrator for any reason, including administrative burden on NasdaqNASDAQ OMX, or lack of clarity of the information provided about the authority of a Security Administrator. E. Subscriber shall cause each Security Administrator to comply with the Nasdaq NASDAQ OMX Requirements. Each Security Administrator’s responsibilities shall include, without limitation: (i) providing all notices to Nasdaq NASDAQ OMX by faxing NASDAQ OMX Subscriber Services at the fax number set forth in Section 20 herein, or by sending an e-mail to Nasdaq customer Support from a verifiable Subscriber e-mail account to xxxxxxxx@xxxxxx.xxx xxxxxxxxxxxxxxxxxx@xxxxxxxxx.xxx and obtaining a Nasdaq NASDAQ OMX generated receipt for the e-mail (all e-mail receipts to be retained for a period of not less than six months); (ii) notifying Nasdaq NASDAQ OMX within a reasonable period of time but not longer than fifteen (15) days, when an authorized employee, agent or associated person of Subscriber (a “User”) is assigned an Authorized Device that allows User to access the Service, has the Authorized Device revoked, or is no longer eligible to receive the Service; and (iii) notify Nasdaq NASDAQ OMX within a reasonable period of time, but not longer than five (5) business days, of any unauthorized access to the Service. Subscriber shall be responsible, under regulation, contract, tort or otherwise, for all actions or omissions of a Security Administrator (including those that were to have been performed by a Security Administrator, had one been named or available at the time). F. Subscriber shall use commercially reasonable efforts to cause each User to comply with the responsibilities set forth in detail in the Nasdaq NASDAQ OMX Requirements, which include, without limitation, the following requirements: : (i) Authorized Devices are personal to the User and may not be shared, lent, sold, transferred, or used by others; (ii) User will change passwords, where applicable, and perform other actions that are necessary to prevent compromise of the Authorized Device and to keep the Authorized Device operating correctly (the actions, such as criteria for choosing and changing passwords, will be specified in the Nasdaq NASDAQ OMX Requirements and User agrees to abide by such requirements); (iii) User is liable, under regulation, contract, tort or otherwise, for all actions taken or omitted and all information submitted by User or on User’s behalf from or to the Service or submitted by authorized or unauthorized persons who obtain access to the Service through User, including any actions performed, or information submitted or retrieved, using the designated Authorized Device; and (iv) User will not access any portion of the Service or any portion of the Service that utilizes Authorized Devices after User is no longer eligible for access because of a change in the User’s role or responsibility, the User’s employer, or otherwise does not meet the then current requirements of the Service, or any portion of the Service. The Subscriber shall be responsible, under regulation, contract, tort or otherwise, for all actions or omissions of a User or any other person, authorized or not, who gains access to the Service or a portion of the Service that uses an a Authorized Device assigned to a User of Subscriber (including those that were to have been performed by the User, had one been named or available at the time). For avoidance of doubt, nothing in this Section 3.F shall be construed to limit the Subscriber’s regulatory obligations with respect to supervision of Users or to limit Subscriber’s liability towards NasdaqUsers. G. Subscriber shall not reverse engineer, decode, decompile, attempt to tamper with or evade, or discover the method of operations or defeat any Authorized Device. If applicable law authorizes Subscriber to perform certain types of reverse engineering or the like and declares unenforceable contractual restrictions that conflict with that law, then Subscriber may perform only such reverse engineering or the like as is expressly allowed by, and in strict compliance with, such law.

Authorized Devices. A. Subscriber may access the System only through one or more systems, which meet the specifications and requirements (including, but not limited to, interface and operational requirements), set forth by Nasdaq NASDAQ OMX (each an “Authorized Device”). Approved specifications and requirements are available from Nasdaq NASDAQ OMX upon request and may be modified from time to time Nasdaq by NASDAQ OMX in its sole discretion on at least thirty (30) days’ notice (ninety (90) days’ days notice if other than a routine change) unless: (i) a malfunction in the System or Service necessitates modifications on an accelerated basis; (ii) an emergency situation precludes such advance notice; or (iii) a shorter time period is required pursuant to an order of a court, an arbitrator(s), or a regulatory agency. B. Subscriber shall report to NasdaqNASDAQ OMX, as requested Nasdaqby NASDAQ OMX, the information required to be supplied by Subscriber in NasdaqNASDAQ’sNASDAQ OMX’s specifications and requirements. At reasonable times and upon reasonable notice from NasdaqNASDAQ OMX, Subscriber will grant to Nasdaq NASDAQ OMX or its representatives free access to the Authorized Devices and, at any time, Subscriber will grant to Nasdaq NASDAQ OMX or its representatives free access to the areas where the Service is received and used. Such access shall be for the purposes of: (i) inspection, audit, or testing; (ii) maintenance, repair, or replacement of any Nasdaq -provided NASDAQ OMX-provided equipment or of any Nasdaq NASDAQ OMX provided software; or (iii) maintenance of Authorized Devices pursuant to this AgreementAgreement and. Nasdaq NASDAQNASDAQ OMX shall comply with Subscriber’s reasonable security regulations. C. When necessary Nasdaq necessary, NASDAQ OMX will grant to Subscriber a non-exclusive, non-non- assignable, non-transferable license to use certain Nasdaq -specialized NASDAQ OMX-specialized software (“Software”) with the Authorized Devices during the term of this Agreement. D. Subscriber shall designate to Nasdaq NASDAQ OMX in writing, a security contact person (“Security Administrator”), or multiple or alternative Security Administrator(s). Each Security Administrator shall be an employee or authorized agent of Subscriber, who shall be responsible for sending requests to procure or remove Services on behalf of Subscriber. Each Security Administrator will also receive notification from Nasdaq NASDAQ OMX of changes made to web accounts. Nasdaq NASDAQNASDAQ OMX may request at any time an explanation of any Security Administrator’s scope of authority or a clarification of any information about a Security Administrator or object to a Security Administrator for any reason, including administrative burden on NasdaqNASDAQ OMX, or lack of clarity of the information provided about the authority of a Security Administrator. E. Subscriber shall cause each Security Administrator to comply with the Nasdaq NASDAQ OMX Requirements. Each Security Administrator’s responsibilities shall include, without limitation: (i) providing all notices to Nasdaq NASDAQ OMX by faxing NASDAQ OMX Subscriber Services at the fax number set forth in Section 20 herein, or by sending an e-mail to Nasdaq customer Support from a verifiable Subscriber e-mail account to xxxxxxxx@xxxxxx.xxx xxxxxxxxxxxxxxxxxx@xxxxxxxxx.xxx and obtaining a Nasdaq NASDAQ OMX generated receipt for the e-mail (all e-mail receipts to be retained for a period of not less than six months); (ii) notifying Nasdaq NASDAQ OMX within a reasonable period of time but not longer than fifteen (15) days, when an authorized employee, agent or associated person of Subscriber (a “User”) is assigned an Authorized Device that allows User to access the Service, has the Authorized Device revoked, or is no longer eligible to receive the Service; and (iii) notify Nasdaq NASDAQ OMX within a reasonable period of time, but not longer than five (5) business days, of any unauthorized access to the Service. Subscriber shall be responsible, under regulation, contract, tort or otherwise, for all actions or omissions of a Security Administrator (including those that were to have been performed by a Security Administrator, had one been named or available at the time). F. Subscriber shall use commercially reasonable efforts to cause each User to comply with the responsibilities set forth in detail in the Nasdaq NASDAQ OMX Requirements, which include, without limitation, the following requirements: : (i) Authorized Devices are personal to the User and may not be shared, lent, sold, transferred, or used by others; (ii) User will change passwords, where applicable, and perform other actions that are necessary to prevent compromise of the Authorized Device and to keep the Authorized Device operating correctly (the actions, such as criteria for choosing and changing passwords, will be specified in the Nasdaq NASDAQ OMX Requirements and User agrees to abide by such requirements); (iii) User is liable, under regulation, contract, tort or otherwise, for all actions taken or omitted and all information submitted by User or on User’s behalf from or to the Service or submitted by authorized or unauthorized persons who obtain access to the Service through User, including any actions performed, or information submitted or retrieved, using the designated Authorized Device; and (iv) User will not access any portion of the Service or any portion of the Service that utilizes Authorized Devices after User is no longer eligible for access because of a change in the User’s role or responsibility, the User’s employer, or otherwise does not meet the then current requirements of the Service, or any portion of the Service. The Subscriber shall be responsible, under regulation, contract, tort or otherwise, for all actions or omissions of a User or any other person, authorized or not, who gains access to the Service or a portion of the Service that uses an a Authorized Device assigned to a User of Subscriber (including those that were to have been performed by the User, had one been named or available at the time). For avoidance of doubt, nothing in this Section 3.F shall be construed to limit the Subscriber’s regulatory obligations with respect to supervision of Users or to limit Subscriber’s liability towards NasdaqUsers. G. Subscriber shall not reverse engineer, decode, decompile, attempt to tamper with or evade, or discover the method of operations or defeat any Authorized Device. If applicable law authorizes Subscriber to perform certain types of reverse engineering or the like and declares unenforceable contractual restrictions that conflict with that law, then Subscriber may perform only such reverse engineering or the like as is expressly allowed by, and in strict compliance with, such law.