Common use of Indemnification by Data Recipient Clause in Contracts

Indemnification by Data Recipient. Except to the extent of gross negligence, fraud, or willful misconduct by Cboe Indemnified Parties, Data Recipient, and its Affiliates agree to indemnify, defend, and hold harmless Cboe Indemnified Parties from and against any and all Claims and Losses imposed on or asserted against Cboe Indemnified Parties by a third party resulting from, in connection with, or arising out of (a) any failure of a Data User to comply with the terms and conditions of any Cboe required agreement for Data if Data Recipient has failed to notify Cboe in writing of such non- compliance within 10 days after Data Recipient knows of such non-compliance (unless such Data User is a party to a Cboe Global Markets Global Data Agreement); (b) any assertion of Claims and Losses relating to this Agreement against any Cboe Indemnified Party made by any Data User (or any third party relying upon Data received by such Data User, unless such Data User is party to a Cboe Global Markets Global Data Agreement); (c) the receipt, use, or redistribution of Data in breach hereof by Data Recipient or its Affiliates; (d) any failure by Data Recipient or its Affiliates to comply with its obligations under this Agreement; and (e) any claim by any third party that the use of Data Recipient’s service (except the Data) infringes any copyright, patent, trademark, trade secret, or other intellectual property right; provided that: (i) Cboe promptly notifies Data Recipient in writing of any claim, action, or allegation; however, failure to promptly notify Data Recipient of a claim shall not relieve Data Recipient of its indemnification obligations hereunder except to the extent that such failure prejudices the rights of Data Recipient; (ii) Data Recipient shall have sole control of the settlement and defense of any action to which this indemnity relates, but, upon Cboe request, shall inform Cboe of the status of any proceedings or negotiations; and (iii) Cboe reasonably cooperates to facilitate such defense. Data Recipient, in defending any such claim, action, or allegation, except with the written consent of Cboe Indemnified Parties, shall not consent to entry of any judgment or enter into any settlement which (A) does not include, as an unconditional term, the grant by the claimant to the Cboe Indemnified Parties of a release of all liabilities in respect to such claim, action, or allegation and (B) subjects Cboe Indemnified Parties to any obligation in addition to those set forth herein. Cboe shall use all reasonable efforts to mitigate its loss, damage, costs, and expense. Any costs recovered in a settlement will be for the account of Data Recipient.

Indemnification by Data Recipient. Except (a) Subject to section 4, Data Recipient and those of its Affiliates who are deemed to be subject to this Agreement shall jointly and severally indemnify, defend and hold harmless the extent of gross negligenceExchange, fraudits Affiliates, or willful misconduct by Cboe and their respective directors, officers, employees, agents and other representatives (the “Exchange Indemnified Parties”) from and against all liabilities, obligations, losses, damages, penalties, costs, and expenses of whatever nature (including reasonable legal and other professional fees and expenses), claims, demands, proceedings, suits, actions, settlements and judgments (collectively, “Losses and Claims) suffered or incurred or compelling participation by any of the Exchange Indemnified Parties arising from or out of or in respect of any third party claim: (i) any material non-compliance by Data Recipient, its named Affiliates or Data Recipient’s Service Facilitators with the terms and its Affiliates agree to indemnify, defend, and hold harmless Cboe Indemnified Parties from and against any and all Claims and Losses imposed on or asserted against Cboe Indemnified Parties by a third party resulting from, in connection with, or arising out conditions of this Agreement; (aii) any failure of a non-compliance by Data User to comply Clients with the terms and conditions of any Cboe required agreement for between the Data Recipient and the Data Client with respect to Data, including Historical Data, or any of the Data Requirements, if Data Recipient has failed to notify Cboe in writing the Exchange of such non- non-compliance within 10 ten (10) days after Data Recipient knows of such non- compliance and the non-compliance has not been remedied; and (unless such Data User is a party to a Cboe Global Markets Global Data Agreement); (biii) any assertion of Losses and Claims and Losses relating to this Agreement against any Cboe the Exchange Indemnified Party Parties made by any person who receives the Data, including Historical Data, from Data User Recipient but not including Non-authorized Information or Member’s Private Data (or any third party person relying upon the Data received by such person) who is not permitted or qualified to receive Data Userunder this Agreement, unless except or where such Data User is party Losses and Claims arise from the fraud, gross negligence or wilful misconduct of the Exchange. The indemnification provided in this section shall include, without limitation, the investigative and administrative costs and expenses of the Exchange Indemnified Parties relating to a Cboe Global Markets Global Data Agreement); (c) the receipt, use, or redistribution detection of Data in breach hereof any material non-compliance by Data Recipient referred to in clause (i) above or its Affiliates; any material non- compliance by Data Clients referred to in clause (dii) above, provided, however, that such costs and expenses are not excessive as compared to the injury the Exchange Indemnified Parties could suffer as a result of any such non-compliance. (b) Data Recipient shall indemnify, defend and hold harmless the Exchange Indemnified Parties from any and all Losses and Claims imposed on, incurred by or asserted against the Exchange Indemnified Parties as a result of: (i) any failure assertion by Data Recipient or its Affiliates to comply with its obligations under this Agreement; and (e) any claim by any a third party that the use of Data Recipient’s service (except the Data) Service infringes any copyright, patent, trademarktrade xxxx, service xxxx, trade secret, secret or copyright or violates any other intellectual property right; provided that: (i) Cboe promptly notifies Data Recipient in writing of any claim, action, or allegation; however, failure to promptly notify Data Recipient of a claim shall not relieve Data Recipient of its indemnification obligations hereunder except to the extent that such failure prejudices the rights of Data Recipient; (ii) Data Recipient shall have sole control of the settlement and any defense of or participation by the Exchange Indemnified Parties in any action to which this indemnity relates, but, upon Cboe request, shall inform Cboe of the status of any proceedings or negotiations; and (iii) Cboe reasonably cooperates to facilitate such defense. Data Recipient, in defending any such claim, action, suit, arbitration or allegationjudicial, except with the written consent of Cboe Indemnified Parties, shall not consent to entry of investigative or administrative proceeding involving any judgment or enter into any settlement which (A) does not include, as an unconditional term, the grant by the claimant to the Cboe Indemnified Parties of a release of all liabilities Losses and Claims described in respect to such claim, action, or allegation and (B) subjects Cboe Indemnified Parties to any obligation in addition to those set forth herein. Cboe shall use all reasonable efforts to mitigate its loss, damage, costs, and expense. Any costs recovered in a settlement will be for the account of Data Recipientthis section 13(b).

Indemnification by Data Recipient. Except to the extent of gross negligence, fraud, fraud or willful misconduct by Cboe CDS Indemnified Parties, Data Recipient, Recipient and its Affiliates affiliatesAffiliates agree to indemnify, defend, and hold harmless Cboe CDS Indemnified Parties from and against any and all Claims and Losses imposed on or asserted against Cboe CDS Indemnified Parties by a third party resulting from, in connection with, or arising out of (a) any failure of a Data User to comply with the terms and conditions of any Cboe CDS required agreement for Exchange Data if Data Recipient has failed to notify Cboe CDS in writing of such non- non-compliance within 10 days after Data Recipient knows of such non-compliance (unless such Data User is a party to a Cboe Global Markets Global U.S. MarketNorth American Data Agreement); (b) any assertion of Claims and Losses relating to this Agreement against any Cboe CDS Indemnified Party made by any Data User (or any third party relying upon Exchange Data received by such Data User, unless such Data User is party to a Cboe Global Markets Global U.S. MarketNorth American Data Agreement); (c) the receipt, use, or redistribution of Exchange Data in breach hereof by Data Recipient or its AffiliatesaffiliatesAffiliates; (d) any failure by Data Recipient or its Affiliates affiliatesAffiliates to comply with its obligations under this Agreement; and (e) any claim by any third party that the use of Data Recipient’s service (except the Exchange Data) infringes any U.S. copyright, patent, trademark, trade secret, secret or other intellectual property right; provided that: (i) Cboe CDS promptly notifies Data Recipient in writing of any claim, action, or allegation; however, failure to promptly notify Data Recipient of a claim shall not relieve Data Recipient of its indemnification obligations hereunder except to the extent that such failure prejudices the rights of Data Recipient; (ii) Data Recipient shall have sole control of the settlement and defense of any action to which this indemnity relates, but, upon Cboe CDS’s request, shall inform Cboe CDS of the status of any proceedings or negotiations; and (iii) Cboe CDS reasonably cooperates to facilitate such defense. Data Recipient, in defending any such claim, action, or allegation, except with the written consent of Cboe CDS Indemnified Parties, shall not consent to entry of any judgment or enter into any settlement which (A) does not include, as an unconditional term, the grant by the claimant to the Cboe CDS Indemnified Parties of a release of all liabilities in respect to such claim, action, or allegation and (B) subjects Cboe CDS Indemnified Parties to any obligation in addition to those set forth herein. Cboe CDS shall use all reasonable efforts to mitigate its loss, damage, costs, and expense. Any costs recovered in a settlement will be for the account of Data Recipient.

Indemnification by Data Recipient. Except to the extent of gross negligence, fraud, fraud or willful misconduct by Cboe CDS Indemnified Parties, Data Recipient, Recipient and its Affiliates agree to indemnify, defend, and hold harmless Cboe CDS Indemnified Parties from and against any and all Claims and Losses imposed on or asserted against Cboe CDS Indemnified Parties by a third party resulting from, in connection with, or arising out of (a) any failure of a Data User to comply with the terms and conditions of any Cboe CDS required agreement for Data if Data Recipient has failed to notify Cboe CDS in writing of such non- non-compliance within 10 days after Data Recipient knows of such non-compliance (unless such Data User is a party to a Cboe Global Markets Global North American Data Agreement); (b) any assertion of Claims and Losses relating to this Agreement against any Cboe CDS Indemnified Party made by any Data User (or any third party relying upon Data received by such Data User, unless such Data User is party to a Cboe Global Markets Global North American Data Agreement); (c) the receipt, use, or redistribution of Data in breach hereof by Data Recipient or its Affiliates; (d) any failure by Data Recipient or its Affiliates to comply with its obligations under this Agreement; and (e) any claim by any third party that the use of Data Recipient’s service (except the Data) infringes any U.S. copyright, patent, trademark, trade secret, secret or other intellectual property right; provided that: (i) Cboe CDS promptly notifies Data Recipient in writing of any claim, action, or allegation; however, failure to promptly notify Data Recipient of a claim shall not relieve Data Recipient of its indemnification obligations hereunder except to the extent that such failure prejudices the rights of Data Recipient; (ii) Data Recipient shall have sole control of the settlement and defense of any action to which this indemnity relates, but, upon Cboe CDS request, shall inform Cboe CDS of the status of any proceedings or negotiations; and (iii) Cboe CDS reasonably cooperates to facilitate such defense. Data Recipient, in defending any such claim, action, or allegation, except with the written consent of Cboe CDS Indemnified Parties, shall not consent to entry of any judgment or enter into any settlement which (A) does not include, as an unconditional term, the grant by the claimant to the Cboe CDS Indemnified Parties of a release of all liabilities in respect to such claim, action, or allegation and (B) subjects Cboe CDS Indemnified Parties to any obligation in addition to those set forth herein. Cboe CDS shall use all reasonable efforts to mitigate its loss, damage, costs, and expense. Any costs recovered in a settlement will be for the account of Data Recipient.

Indemnification by Data Recipient. Except (1) In addition to the extent of gross negligenceData Recipient’s obligations set out in Section 2.5, fraud, or willful misconduct by Cboe Indemnified PartiesSection 2.8 and Section 12.3, Data Recipient, Recipient and its Affiliates agree to shall jointly and severally indemnify, defend, defend and hold harmless Cboe Omega, its affiliates, and their respective shareholders, directors, officers, employees, agents and other representatives (the “Omega Indemnified Parties Parties”) from and against any all liabilities, obligations, losses, damages, penalties, claims, demands, proceedings, suits, actions, settlements, judgments, costs and all Claims expenses of whatever nature (including reasonable legal and Losses imposed on or asserted against Cboe other professional fees and expenses, the reasonable investigative and administrative costs and expenses of the Omega Indemnified Parties relating to the detection of any material non-compliance by a third party resulting fromData Recipient) (collectively, in connection with, “Losses”) suffered or incurred or compelling participation by any of the Omega Indemnified Parties arising out of from or related to: (a) any failure of a material non-compliance by Data User to comply Recipient, its Affiliates or Service Facilitators with the terms and conditions of this Agreement; (b) any Cboe required non-compliance by a Subscriber with the terms and conditions of: (i) any agreement for between the Data Recipient and such Subscriber; or (ii) this Agreement with respect to the use of any Data, if Data Recipient has failed to notify Cboe in writing of such non- compliance within 10 days after Data Recipient knows Omega of such non-compliance within ten (unless 10) days after Data Recipient becomes aware of such Data User is a party to a Cboe Global Markets Global Data Agreement)non-compliance; and (bc) any assertion of Claims and Losses relating to this Agreement against any Cboe the Omega Indemnified Party Parties made by any person who receives the Data, including historical Data, from Data User Recipient (but excluding (i) Non- authorized Information, provided that Data Recipient has complied with its obligations in Section 2.8, or (ii) Subscriber’s own private order and trade data) or any third party person relying upon the Data received by such person, in each case, who is not permitted or qualified to receive Data User, unless such Data User is party to a Cboe Global Markets Global Data Agreement); (c) the receipt, use, or redistribution of Data in breach hereof by Data Recipient or its Affiliates; (d) any failure by Data Recipient or its Affiliates to comply with its obligations under this Agreement; , except or where such Losses arise from the fraud, gross negligence or wilful misconduct of Omega. (2) Data Recipient shall indemnify, defend and hold harmless the Omega Indemnified Parties from any and all Losses imposed on, incurred by or asserted against the Omega Indemnified Parties as a result of: (ei) any claim assertion by any a third party that the use any of Data Recipient’s service (except the Data) services infringes any copyright, patent, trademarktrade mark, service mark, trade secret, secret or copyright or violates any other intellectual property right; provided that: (i) Cboe promptly notifies Data Recipient in writing of any claim, action, or allegation; however, failure to promptly notify Data Recipient of a claim shall not relieve Data Recipient of its indemnification obligations hereunder except to the extent that such failure prejudices the rights of Data Recipient; (ii) Data Recipient shall have sole control of the settlement and any defense of or participation by the Omega Indemnified Parties in any action to which this indemnity relates, but, upon Cboe request, shall inform Cboe of the status of any proceedings or negotiations; and (iii) Cboe reasonably cooperates to facilitate such defense. Data Recipient, in defending any such claim, action, suit, arbitration or allegationjudicial, except with the written consent of Cboe Indemnified Parties, shall not consent to entry of investigative or administrative proceeding involving any judgment or enter into any settlement which (A) does not include, as an unconditional term, the grant by the claimant to the Cboe Indemnified Parties of a release of all liabilities Losses described in respect to such claim, action, or allegation and (B) subjects Cboe Indemnified Parties to any obligation in addition to those set forth herein. Cboe shall use all reasonable efforts to mitigate its loss, damage, costs, and expense. Any costs recovered in a settlement will be for the account of Data Recipientthis Article 8.

Indemnification by Data Recipient. Except to the extent of gross negligence, fraud, Absent fraud or willful misconduct by Cboe Indemnified PartiesBATS or a claim arising out of BATS’ indemnification or confidentiality obligations set forth herein, Data Recipient, Recipient and its Affiliates affiliates agree to indemnify, defend, indemnify and hold harmless Cboe BATS Indemnified Parties from and against any and all Claims and Losses imposed on or asserted against Cboe BATS Indemnified Parties by a third party resulting from, in connection with, or arising out of (a) any failure of a Data User to comply with the terms and conditions of any Cboe BATS required agreement for Exchange Data if Data Recipient has failed to notify Cboe BATS in writing of such non- non-compliance within 10 days after Data Recipient knows of such non-compliance (unless such Data User is a party to a Cboe BATS Global Markets Global Markets, Inc. Data Agreement); (b) any assertion of Claims and Losses relating to this Agreement against any Cboe BATS Indemnified Party made by any Data User (or any third party relying upon Exchange Data received by such Data User, unless such Data User is party to a Cboe BATS Global Markets Global Markets, Inc. Data Agreement); (c) the receipt, use, or redistribution of Exchange Data in breach hereof by Data Recipient or its Affiliatesaffiliates; and (d) any failure by Data Recipient or its Affiliates affiliates to comply with its obligations under this Agreement; and (e) any claim by any third party that the use of Data Recipient’s service (except the Data) infringes any copyright, patent, trademark, trade secret, or other intellectual property right; provided that: (i) Cboe BATS promptly notifies Data Recipient in writing of any claim, action, or allegation; however, failure to promptly notify Data Recipient of a claim shall not relieve Data Recipient of its indemnification obligations hereunder except to the extent that such failure prejudices the rights of Data Recipient; (ii) Data Recipient shall have sole control of the settlement and defense of any action to which this indemnity relates, but, upon Cboe BATS’ request, shall inform Cboe BATS of the status of any proceedings or negotiations; and (iii) Cboe BATS reasonably cooperates to facilitate such defense. Data Recipient, in defending any such claim, action, action or allegation, except with the written consent of Cboe BATS Indemnified Parties, shall not consent to entry of any judgment or enter into any settlement which (A) does not include, as an unconditional term, the grant by the claimant to the Cboe BATS Indemnified Parties of a release of all liabilities in respect to such claim, action, or allegation and (B) subjects Cboe BATS Indemnified Parties to any obligation in addition to those set forth herein. Cboe shall use all reasonable efforts to mitigate its loss, damage, costs, and expense. Any costs recovered in a settlement will be for the account of Data Recipient.

Indemnification by Data Recipient. Except (a) Subject to section 4, Data Recipient and those of its Affiliates who are deemed to be subject to this Agreement shall jointly and severally indemnify, defend and hold harmless the extent of gross negligenceExchange, fraudits Affiliates, or willful misconduct by Cboe and their respective directors, officers, employees, agents and other representatives (the “Exchange Indemnified Parties”) from and against all liabilities, obligations, losses, damages, penalties, costs, and expenses of whatever nature (including reasonable legal and other professional fees and expenses), claims, demands, proceedings, suits, actions, settlements and judgments (collectively, “Losses and Claims) suffered or incurred or compelling participation by any of the Exchange Indemnified Parties arising from or out of or in respect of: (i) any material non-compliance by Data Recipient, its named Affiliates or Data Recipient’s Service Facilitators with the terms and its Affiliates agree to indemnify, defend, and hold harmless Cboe Indemnified Parties from and against any and all Claims and Losses imposed on or asserted against Cboe Indemnified Parties by a third party resulting from, in connection with, or arising out conditions of this Agreement; (aii) any failure of a non-compliance by Data User to comply Clients with the terms and conditions of any Cboe required agreement for between the Data Recipient and the Data Client with respect to Data, including Historical Data, or any of the Data Requirements, if Data Recipient has failed to notify Cboe in writing the Exchange of such non- non-compliance within 10 ten (10) days after Data Recipient knows of such non- compliance and the non-compliance has not been remedied; and (unless such Data User is a party to a Cboe Global Markets Global Data Agreement); (biii) any assertion of Losses and Claims and Losses relating to this Agreement against any Cboe the Exchange Indemnified Party Parties made by any person who receives the Data, including Historical Data, from Data User Recipient but not including Non-authorized Information or Member’s Private Data (or any third party person relying upon the Data received by such person) who is not permitted or qualified to receive Data Userunder this Agreement, unless except or where such Data User is party Losses and Claims arise from the fraud, gross negligence or wilful misconduct of the Exchange. The indemnification provided in this section shall include, without limitation, the investigative and administrative costs and expenses of the Exchange Indemnified Parties relating to a Cboe Global Markets Global Data Agreement); (c) the receipt, use, or redistribution detection of Data in breach hereof any material non-compliance by Data Recipient referred to in clause (i) above or its Affiliates; any material non- compliance by Data Clients referred to in clause (dii) above, provided, however, that such costs and expenses are not excessive as compared to the injury the Exchange Indemnified Parties could suffer as a result of any such non-compliance. (b) Data Recipient shall indemnify, defend and hold harmless the Exchange Indemnified Parties from any and all Losses and Claims imposed on, incurred by or asserted against the Exchange Indemnified Parties as a result of: (i) any failure assertion by Data Recipient or its Affiliates to comply with its obligations under this Agreement; and (e) any claim by any a third party that the use of Data Recipient’s service (except the Data) Service infringes any copyright, patent, trademarktrade xxxx, service xxxx, trade secret, secret or copyright or violates any other intellectual property right; provided that: (i) Cboe promptly notifies Data Recipient in writing of any claim, action, or allegation; however, failure to promptly notify Data Recipient of a claim shall not relieve Data Recipient of its indemnification obligations hereunder except to the extent that such failure prejudices the rights of Data Recipient; (ii) Data Recipient shall have sole control of the settlement and any defense of or participation by the Exchange Indemnified Parties in any action to which this indemnity relates, but, upon Cboe request, shall inform Cboe of the status of any proceedings or negotiations; and (iii) Cboe reasonably cooperates to facilitate such defense. Data Recipient, in defending any such claim, action, suit, arbitration or allegationjudicial, except with the written consent of Cboe Indemnified Parties, shall not consent to entry of investigative or administrative proceeding involving any judgment or enter into any settlement which (A) does not include, as an unconditional term, the grant by the claimant to the Cboe Indemnified Parties of a release of all liabilities Losses and Claims described in respect to such claim, action, or allegation and (B) subjects Cboe Indemnified Parties to any obligation in addition to those set forth herein. Cboe shall use all reasonable efforts to mitigate its loss, damage, costs, and expense. Any costs recovered in a settlement will be for the account of Data Recipientthis section 13(b).

Indemnification by Data Recipient. Except to the extent of gross negligence, fraud, Absent fraud or willful misconduct by Cboe Indemnified PartiesCDS or a claim arising out of CDS’ indemnification or confidentiality obligations set forth herein, Data Recipient, Recipient and its Affiliates affiliates agree to indemnify, defend, and hold harmless Cboe CDS Indemnified Parties from and against any and all Claims and Losses imposed on or asserted against Cboe CDS Indemnified Parties by a third party resulting from, in connection with, or arising out of (a) any failure of a Data User to comply with the terms and conditions of any Cboe CDS required agreement for Exchange Data if Data Recipient has failed to notify Cboe CDS in writing of such non- non-compliance within 10 days after Data Recipient knows of such non-compliance (unless such Data User is a party to a Cboe Global Markets Global U.S. Market Data Agreement); (b) any assertion of Claims and Losses relating to this Agreement against any Cboe CDS Indemnified Party made by any Data User (or any third party relying upon Exchange Data received by such Data User, unless such Data User is party to a Cboe Global Markets Global U.S. Market Data Agreement); (c) the receipt, use, or redistribution of Exchange Data in breach hereof by Data Recipient or its Affiliatesaffiliates; and (d) any failure by Data Recipient or its Affiliates affiliates to comply with its obligations under this Agreement; and (e) any claim by any third party that the use of Data Recipient’s service (except the Exchange Data) infringes any U.S. copyright, patent, trademark, trade secret, secret or other intellectual property right; provided that: (i) Cboe CDS promptly notifies Data Recipient in writing of any claim, action, or allegation; however, failure to promptly notify Data Recipient of a claim shall not relieve Data Recipient of its indemnification obligations hereunder except to the extent that such failure prejudices the rights of Data Recipient; (ii) Data Recipient shall have sole control of the settlement and defense of any action to which this indemnity relates, but, upon Cboe CDS’s request, shall inform Cboe CDS of the status of any proceedings or negotiations; and (iii) Cboe CDS reasonably cooperates to facilitate such defense. Data Recipient, in defending any such claim, action, action or allegation, except with the written consent of Cboe CDS Indemnified Parties, shall not consent to entry of any judgment or enter into any settlement which (A) does not include, as an unconditional term, the grant by the claimant to the Cboe CDS Indemnified Parties of a release of all liabilities in respect to such claim, action, or allegation and (B) subjects Cboe CDS Indemnified Parties to any obligation in addition to those set forth herein. Cboe CDS shall use all reasonable efforts to mitigate its loss, damage, costs, and expense. Any costs recovered in a settlement will be for the account of Data Recipient.

Indemnification by Data Recipient. Except (1) In addition to the extent of gross negligenceData Recipient’s obligations set out in Section 2.5, fraud, or willful misconduct by Cboe Indemnified PartiesSection 2.8 and Section 12.3, Data Recipient, Recipient and its Affiliates agree to shall jointly and severally indemnify, defend, defend and hold harmless Cboe Omega, its affiliates, and their respective shareholders, directors, officers, employees, agents and other representatives (the “Omega Indemnified Parties Parties”) from and against any all liabilities, obligations, losses, damages, penalties, claims, demands, proceedings, suits, actions, settlements, judgments, costs and all Claims expenses of whatever nature (including reasonable legal and Losses imposed on or asserted against Cboe other professional fees and expenses, the reasonable investigative and administrative costs and expenses of the Omega Indemnified Parties relating to the detection of any material non-compliance by a third party resulting fromData Recipient) (collectively, in connection with, “Losses”) suffered or incurred or compelling participation by any of the Omega Indemnified Parties arising out of from or related to: (a) any failure of a material non-compliance by Data User to comply Recipient, its Affiliates or Service Facilitators with the terms and conditions of this Agreement; (b) any Cboe required non-compliance by a Subscriber with the terms and conditions of: (i) any agreement for between the Data Recipient and such Subscriber; or (ii) this Agreement with respect to the use of any Data, if Data Recipient has failed to notify Cboe in writing of such non- compliance within 10 days after Data Recipient knows Omega of such non-compliance within ten (unless 10) days after Data Recipient becomes aware of such Data User is a party to a Cboe Global Markets Global Data Agreement)non-compliance; and (bc) any assertion of Claims and Losses relating to this Agreement against any Cboe the Omega Indemnified Party Parties made by any person who receives the Data, including historical Data, from Data User Recipient (but excluding (i) Non-authorized Information, provided that Data Recipient has complied with its obligations in Section 2.8, or (ii) Subscriber’s own private order and trade data) or any third party person relying upon the Data received by such person, in each case, who is not permitted or qualified to receive Data User, unless such Data User is party to a Cboe Global Markets Global Data Agreement); (c) the receipt, use, or redistribution of Data in breach hereof by Data Recipient or its Affiliates; (d) any failure by Data Recipient or its Affiliates to comply with its obligations under this Agreement; , except or where such Losses arise from the fraud, gross negligence or wilful misconduct of Omega. (2) Data Recipient shall indemnify, defend and hold harmless the Omega Indemnified Parties from any and all Losses imposed on, incurred by or asserted against the Omega Indemnified Parties as a result of: (ei) any claim assertion by any a third party that the use any of Data Recipient’s service (except the Data) services infringes any copyright, patent, trademarktrade mark, service mark, trade secret, secret or copyright or violates any other intellectual property right; provided that: (i) Cboe promptly notifies Data Recipient in writing of any claim, action, or allegation; however, failure to promptly notify Data Recipient of a claim shall not relieve Data Recipient of its indemnification obligations hereunder except to the extent that such failure prejudices the rights of Data Recipient; (ii) Data Recipient shall have sole control of the settlement and any defense of or participation by the Omega Indemnified Parties in any action to which this indemnity relates, but, upon Cboe request, shall inform Cboe of the status of any proceedings or negotiations; and (iii) Cboe reasonably cooperates to facilitate such defense. Data Recipient, in defending any such claim, action, suit, arbitration or allegationjudicial, except with the written consent of Cboe Indemnified Parties, shall not consent to entry of investigative or administrative proceeding involving any judgment or enter into any settlement which (A) does not include, as an unconditional term, the grant by the claimant to the Cboe Indemnified Parties of a release of all liabilities Losses described in respect to such claim, action, or allegation and (B) subjects Cboe Indemnified Parties to any obligation in addition to those set forth herein. Cboe shall use all reasonable efforts to mitigate its loss, damage, costs, and expense. Any costs recovered in a settlement will be for the account of Data Recipientthis Article 8.

Indemnification by Data Recipient. Except (a) Subject to section 4, Data Recipient and those of its Affiliates who are deemed to be subject to this Agreement shall jointly and severally indemnify, defend and hold harmless the extent of gross negligenceExchange, fraudits Affiliates, or willful misconduct by Cboe and their respective directors, officers, employees, agents and other representatives (the “Exchange Indemnified Parties”) from and against all liabilities, obligations, losses, damages, penalties, costs, and expenses of whatever nature (including reasonable legal and other professional fees and expenses), claims, demands, proceedings, suits, actions, settlements and judgments (collectively, “Losses and Claims”) suffered or incurred or compelling participation by any of the Exchange Indemnified Parties arising from or out of or in respect of: (i) any material non-compliance by Data Recipient, its named Affiliates or Data Recipient’s Service Facilitators with the terms and its Affiliates agree to indemnify, defend, and hold harmless Cboe Indemnified Parties from and against any and all Claims and Losses imposed on or asserted against Cboe Indemnified Parties by a third party resulting from, in connection with, or arising out conditions of this Agreement; (aii) any failure of a non-compliance by Data User to comply Clients with the terms and conditions of any Cboe required agreement for between the Data Recipient and the Data Client with respect to Data, including Historical Data, or any of the Data Requirements, if Data Recipient has failed to notify Cboe in writing the Exchange of such non- non-compliance within 10 ten (10) days after Data Recipient knows of such non- compliance and the non-compliance has not been remedied; and (unless such Data User is a party to a Cboe Global Markets Global Data Agreement); (biii) any assertion of Losses and Claims and Losses relating to this Agreement against any Cboe the Exchange Indemnified Party Parties made by any person who receives the Data, including Historical Data, from Data User Recipient but not including Non-authorized Information or Member’s Private Data (or any third party person relying upon the Data received by such person) who is not permitted or qualified to receive Data Userunder this Agreement, unless except or where such Data User is party Losses and Claims arise from the fraud, gross negligence or wilful misconduct of the Exchange. The indemnification provided in this section shall include, without limitation, the investigative and administrative costs and expenses of the Exchange Indemnified Parties relating to a Cboe Global Markets Global Data Agreement); (c) the receipt, use, or redistribution detection of Data in breach hereof any material non-compliance by Data Recipient referred to in clause (i) above or its Affiliates; any material non- compliance by Data Clients referred to in clause (dii) above, provided, however, that such costs and expenses are not excessive as compared to the injury the Exchange Indemnified Parties could suffer as a result of any such non-compliance. (b) Data Recipient shall indemnify, defend and hold harmless the Exchange Indemnified Parties from any and all Losses and Claims imposed on, incurred by or asserted against the Exchange Indemnified Parties as a result of: (i) any failure assertion by Data Recipient or its Affiliates to comply with its obligations under this Agreement; and (e) any claim by any a third party that the use of Data Recipient’s service (except the Data) Service infringes any copyright, patent, trademarktrade xxxx, service xxxx, trade secret, secret or copyright or violates any other intellectual property right; provided that: (i) Cboe promptly notifies Data Recipient in writing of any claim, action, or allegation; however, failure to promptly notify Data Recipient of a claim shall not relieve Data Recipient of its indemnification obligations hereunder except to the extent that such failure prejudices the rights of Data Recipient; (ii) Data Recipient shall have sole control of the settlement and any defense of or participation by the Exchange Indemnified Parties in any action to which this indemnity relates, but, upon Cboe request, shall inform Cboe of the status of any proceedings or negotiations; and (iii) Cboe reasonably cooperates to facilitate such defense. Data Recipient, in defending any such claim, action, suit, arbitration or allegationjudicial, except with the written consent of Cboe Indemnified Parties, shall not consent to entry of investigative or administrative proceeding involving any judgment or enter into any settlement which (A) does not include, as an unconditional term, the grant by the claimant to the Cboe Indemnified Parties of a release of all liabilities Losses and Claims described in respect to such claim, action, or allegation and (B) subjects Cboe Indemnified Parties to any obligation in addition to those set forth herein. Cboe shall use all reasonable efforts to mitigate its loss, damage, costs, and expense. Any costs recovered in a settlement will be for the account of Data Recipientthis section 13(b).

Indemnification by Data Recipient. Except to the extent of gross negligence, fraud, or willful misconduct by Cboe Indemnified Parties, Data Recipient, Recipient and its Affiliates affiliates agree to indemnify, defend, and hold harmless Cboe CDS Indemnified Parties from and against any and all Claims and Losses imposed on or asserted against Cboe CDS Indemnified Parties by a third party resulting from, in connection with, or arising out of (a) any failure of a Data User to comply with the terms and conditions of any Cboe CDS required agreement for Exchange Data if Data Recipient has failed to notify Cboe CDS in writing of such non- non-compliance within 10 days after Data Recipient knows of such non-compliance (unless such Data User is a party to a Cboe Global Markets Global U.S. Market Data Agreement); (b) any assertion of Claims and Losses relating to this Agreement against any Cboe CDS Indemnified Party made by any Data User (or any third party relying upon Exchange Data received by such Data User, unless such Data User is party to a Cboe Global Markets Global U.S. Market Data Agreement); (c) the receipt, use, or redistribution of Exchange Data in breach hereof by Data Recipient or its Affiliatesaffiliates; (d) any failure by Data Recipient or its Affiliates affiliates to comply with its obligations under this Agreement; and (e) any claim by any third party that the use of Data Recipient’s service (except the Exchange Data) infringes any U.S. copyright, patent, trademark, trade secret, secret or other intellectual property right; provided that: (i) Cboe CDS promptly notifies Data Recipient in writing of any claim, action, or allegation; however, failure to promptly notify Data Recipient of a claim shall not relieve Data Recipient of its indemnification obligations hereunder except to the extent that such failure prejudices the rights of Data Recipient; (ii) Data Recipient shall have sole control of the settlement and defense of any action to which this indemnity relates, but, upon Cboe CDS’s request, shall inform Cboe CDS of the status of any proceedings or negotiations; and (iii) Cboe CDS reasonably cooperates to facilitate such defense. Data Recipient, in defending any such claim, action, action or allegation, except with the written consent of Cboe CDS Indemnified Parties, shall not consent to entry of any judgment or enter into any settlement which (A) does not include, as an unconditional term, the grant by the claimant to the Cboe CDS Indemnified Parties of a release of all liabilities in respect to such claim, action, or allegation and (B) subjects Cboe CDS Indemnified Parties to any obligation in addition to those set forth herein. Cboe CDS shall use all reasonable efforts to mitigate its loss, damage, costs, and expense. Any costs recovered in a settlement will be for the account of Data Recipient.

Indemnification by Data Recipient. Except to the extent of gross negligence, fraud, or willful misconduct by Cboe Indemnified Parties, Data Recipient, and its Affiliates agree to indemnify, defend, and hold harmless Cboe Indemnified Parties from and against any and all Claims and Losses imposed on or asserted against Cboe Indemnified Parties by a third party resulting from, in connection with, or arising out of (a) any failure of a Data User to comply with the terms and conditions of any Cboe required agreement for Data if Data Recipient has failed to notify Cboe in writing of such non- non-compliance within 10 days after Data Recipient knows of such non-compliance (unless such Data User is a party to a Cboe Global Markets Global Data Agreement); (b) any assertion of Claims and Losses relating to this Agreement against any Cboe Indemnified Party made by any Data User (or any third party relying upon Data received by such Data User, unless such Data User is party to a Cboe Global Markets Global Data Agreement); (c) the receipt, use, or redistribution of Data in breach hereof by Data Recipient or its Affiliates; (d) any failure by Data Recipient or its Affiliates to comply with its obligations under this Agreement; and (e) any claim by any third party that the use of Data Recipient’s service (except the Data) infringes any copyright, patent, trademark, trade secret, or other intellectual property right; provided that: (i) Cboe promptly notifies Data Recipient in writing of any claim, action, or allegation; however, failure to promptly notify Data Recipient of a claim shall not relieve Data Recipient of its indemnification obligations hereunder except to the extent that such failure prejudices the rights of Data Recipient; (ii) Data Recipient shall have sole control of the settlement and defense of any action to which this indemnity relates, but, upon Cboe request, shall inform Cboe of the status of any proceedings or negotiations; and (iii) Cboe reasonably cooperates to facilitate such defense. Data Recipient, in defending any such claim, action, or allegation, except with the written consent of Cboe Indemnified Parties, shall not consent to entry of any judgment or enter into any settlement which (A) does not include, as an unconditional term, the grant by the claimant to the Cboe Indemnified Parties of a release of all liabilities in respect to such claim, action, or allegation and (B) subjects Cboe Indemnified Parties to any obligation in addition to those set forth herein. Cboe shall use all reasonable efforts to mitigate its loss, damage, costs, and expense. Any costs recovered in a settlement will be for the account of Data Recipient.