Common use of Participant Obligations Clause in Contracts

Participant Obligations. Formatted: No bullets or numbering Formatted: Not Small caps Formatted: Not Small caps (a) Participant shall not knowingly or negligently cause or permit others to (i) reverse engineer, disassemble, decode, decompile, or otherwise attempt to derive any assembly or higher-level programming language (source code), or derive the proprietary logic, design or structure that is embodied in the Service; (ii) write or develop, or cause or permit to be written or developed, any derivative works or computer programs based upon or substantially similar to the Service; (iii) tamper with or evade, or discover the method of operations or defeat the Licensed Programs or any security device designed to protect the integrity of the Service; or (iv) translate, adapt, vary, amend, modify or combine the Service or any portion thereof with any other Copyrighted 2011-122013 FINRA. ALLAll rights reserved. FINRA PARTICIPATION AGREEMENT V. v. 1.1 (REV. 0512)2 (Rev. 04-2013) programs or programming. If applicable law authorizes Participant to perform certain types of reverse engineering or the like and declares unenforceable contractual restrictions that conflict with that law, then Participant may perform only such reverse engineering or the like as is expressly allowed by, and in strict compliance with, such law. Participant shall return or destroy all copies of the Service, or any portion thereof, upon replacement thereof or cancellation or termination of this Agreement. If the Service or copies thereof are destroyed, an authorized officer of Participant shall certify, upon FINRA’s request and in a format acceptable to FINRA, to their destruction. Participant shall comply, at Participant’s expense, with all reasonable security specifications or instructions of FINRA made available to Participant in order to prevent the Service from being improperly accessed, received or used from Participant or its place(s) of business/residence. Participant shall use the latest version of the Service provided by FINRA and shall install any fix or patch required by FINRA. FINRA shall provide Participant with not less than ninety (90) daysdays’ notice of a new release unless a malfunction which affects the Service necessitates a new release on an accelerated basis or an emergency situation precludes such advance notice or a shorter time period is required pursuant to an order of a court, arbitrator or a regulatory agency. FINRA shall provide Participant with the final version of a new release at least thirty (30) days before its implementation. Participant acknowledges that FINRA only supports the most recent version of the Service with all upgrades, fixes and patches and may order Participant to cease the use of any prior versions. FINRA or its agents shall have the right, without Notice or liability, to suspend Participant’s access to or receipt or use of the Service if the failure on the part of the Participant to comply with this Agreement has, or Participant’s access, receipt or use of the Service may have, an adverse impact on the operation or performance of the Service or on FINRA. Participant will maintain such accurate and verifiable records regarding the access, receipt and use of the Service including the names and addresses of all users that access, receive and use the Service, and will make these records available for a period of three (3) years in a form acceptable to FINRA or its designated agents for inspection by the FINRA Group upon reasonable notice. Participant shall make its premises and personnel available to FINRA Group for review of said records and for physical inspection of Participant’s access, receipt and use of the Service, all at reasonable times, upon reasonable Notice, to ensure Participant and its users are in compliance with this Agreement. Notwithstanding the foregoing, FINRA may perform an audit for reasonable cause at any time. If, as a result of its audit, FINRA determines that Participant is not eligible for its then current pricing package, FINRA shall have the right to retroactively bill Participant for the appropriate pricing package at the monthly rate that was in effect at the time the service was accessed and/or provided. In the event such audit reveals that Participant under or inaccurately reported or characterized its use of the Service and such under or inaccurate reporting results in an underpayment to FINRA of greater than five percent (5%), Participant shall pay the reasonable costs of the audit, all amounts determined to be owed to FINRA plus interest on all amounts owed to FINRA during such times as the amounts were owed in the amount of one percent (1%) per month. (b) Participant shall designate to FINRA in writing a billing contact for each Product accessed by Participant pursuant to this Agreement, a Primary and Alternate Security Administrator., as well as a single contact for all non-billing Notices under this agreement (collectively,

Participant Obligations. Formatted: No bullets or numbering Formatted: Not Small caps Formatted: Not Small caps (a) Participant shall not knowingly or negligently cause or permit others to (i) reverse engineer, disassemble, decode, decompile, or otherwise attempt to derive any assembly or higher-level programming language (source code), or derive the proprietary logic, design or structure that is embodied in the Service; (ii) write or develop, or cause or permit to be written or developed, any derivative works or computer programs based upon or substantially similar to the Service; (iii) tamper with or evade, or discover the method of operations or defeat the Licensed Programs or any security device designed to protect the integrity of the Service; or (iv) translate, adapt, vary, amend, modify or combine the Service or any portion thereof with any other Copyrighted 2011-122013 FINRA. ALLAll rights reserved. FINRA PARTICIPATION AGREEMENT V. v. 1.1 (REV. 0512)2 (Rev. 04-2013) programs or programming. If applicable law authorizes Participant to perform certain types of reverse engineering or the like and declares unenforceable contractual restrictions that conflict with that law, then Participant may perform only such reverse engineering or the like as is expressly allowed by, and in strict compliance with, such law. Participant shall return or destroy all copies of the Service, or any portion thereof, upon replacement thereof or cancellation or termination of this Agreement. If the Service or copies thereof are destroyed, an authorized officer of Participant shall certify, upon FINRA’s request and in a format acceptable to FINRA, to their destruction. Participant shall comply, at Participant’s expense, with all reasonable security specifications or instructions of FINRA made available to Participant in order to prevent the Service from being improperly accessed, received or used from Participant or its place(s) of business/residence. Participant shall use the latest version of the Service provided by FINRA and shall install any fix or patch required by FINRA. FINRA shall provide Participant with not less than ninety (90) daysdaysdays’ notice of a new release unless a malfunction which affects the Service necessitates a new release on an accelerated basis or an emergency situation precludes such advance notice or a shorter time period is required pursuant to an order of a court, arbitrator or a regulatory agency. FINRA shall provide Participant with the final version of a new release at least thirty (30) days before its implementation. Participant acknowledges that FINRA only supports the most recent version of the Service with all upgrades, fixes and patches and may order Participant to cease the use of any prior versions. FINRA or its agents shall have the right, without Notice or liability, to suspend Participant’s access to or receipt or use of the Service if the failure on the part of the Participant to comply with this Agreement has, or Participant’s access, receipt or use of the Service may have, an adverse impact on the operation or performance of the Service or on FINRA. Participant will maintain such accurate and verifiable records regarding the access, receipt and use of the Service including the names and addresses of all users that access, receive and use the Service, and will make these records available for a period of three (3) years in a form acceptable to FINRA or its designated agents for inspection by the FINRA Group upon reasonable notice. Participant shall make its premises and personnel available to FINRA Group for review of said records and for physical inspection of Participant’s access, receipt and use of the Service, all at reasonable times, upon reasonable Notice, to ensure Participant and its users are in compliance with this Agreement. Notwithstanding the foregoing, FINRA may perform an audit for reasonable cause at any time. If, as a result of its audit, FINRA determines that Participant is not eligible for its then current pricing package, FINRA shall have the right to retroactively bill xxxx Participant for the appropriate pricing package at the monthly rate that was in effect at the time the service was accessed and/or provided. In the event such audit reveals that Participant under or inaccurately reported or characterized its use of the Service and such under or inaccurate reporting results in an underpayment to FINRA of greater than five percent (5%), Participant shall pay the reasonable costs of the audit, all amounts determined to be owed to FINRA plus interest on all amounts owed to FINRA during such times as the amounts were owed in the amount of one percent (1%) per month. (b) Participant shall designate to FINRA in writing a billing contact for each Product accessed by Participant pursuant to this Agreement, a Primary and Alternate Security Administrator., as well as a single contact for all non-billing Notices under this agreement (collectively,, “Participant’s Representative(s)”). The appropriate Participant’s Representative will only use the FINRA secured authorization to communicate and interact directly with FINRA regarding the Service and with no other person or entity and will assign only one unique authorization per eligible Participant user. Each of the applicable Participant’s Representatives will receive notification from FINRA of changes made to web accounts. FINRA may request at any time an explanation of any of Participant’s Representatives’ scope of authority or a clarification of any information about a Participant’s Representative or object to a Participant’s Representative for any reason, including administrative burden on FINRA, or lack of clarity of the information provided about the authority of a Participant’s Representative. Participant shall cause each of Participant’s Representatives to comply with FINRA Rules. Each of Participant’s Representative’s responsibilities shall include, without limitation: (i) providing all notices to FINRA by telephoning FINRA Market Operations at (000)000-0000 or by sending an email from a verifiable Participant email account to XXXXXXxxxxxxxxx@XXXXX.xxx and obtaining a FINRA- generated receipt for the email (all email receipts to be retained for a period of not less than six months); (ii) notifying FINRA within one (1) business day of when a User is authorized to access the Service, has access to the Service revoked, or is no longer eligible to receive the Service; and (iii) notify FINRA within a reasonable period of time, but not longer than one (1) Business Days, of any unauthorized access to the Service. Participant shall be responsible, under regulation, contract, tort or otherwise, for all actions or omissions of a Participant’s Representative (including those that were to have been performed by a Participant’s Representative, had one been named or available at the time). Participant shall use commercially reasonable efforts to cause each User to comply with the responsibilities set forth in detail in FINRA Rules, which include, without limitation, the following requirements: (w) access to the Service is personal to the User and may not be shared, lent, sold, transferred, or used by others or allow access or receipt of use by others; (x) User will change passwords, where applicable, and perform other actions that are necessary to prevent unauthorized access to and/or use of the Service and to keep the Service operating correctly (the actions, such as criteria for choosing and changing passwords, will be specified in FINRA Rules and User agrees to abide by such requirements); (y) 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 User’s access credentials; and (z) Participant’s Representatives will ensure that Users do not access any portion of the Service if not eligible to use the Service or after Participant’s Representative or User is no longer eligible for access because of a change in the Participant’s Representative or User’s role or responsibility, the Participant’s Representative or User’s employer, or otherwise does not meet the then current requirements of the Service, or any portion of the Service. The Participant 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 via a User’s credentials (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 shall be construed to limit the Participant’s obligations, both contractual and regulatory, with respect to supervision of Users. (c) As a condition to the use of the ADF Product and Service, Participant agrees that any trade submitted by Participant to the ADF for trade match, in accordance with Rule 7140(a)(1), or trade acceptance, in accordance with Rule 7140(a)(2), shall identify only a contra party that is another ADF participant with access to the ADF and the ability to take action (i.e., accept or decline) with respect to Participant’s submission. Participant further agrees that, in the event Participant, inadvertently or otherwise, submits a trade to the ADF for trade match or trade acceptance against a contra party that is not an ADF participant with access to the ADF, Participant accepts any and all potential liability resulting from the failure of such non-ADF participant to honor the trade. (d) If FINRA disseminates a CUSIP Database to Participant, the following language shall be applicable: (i) Participant acknowledges and agrees that it must execute the appropriate license or agreement with CUSIP Service Bureau that is operated by Standard & Poor’s (“S&P”) for the American Bankers Association (“ABA”) before it will be authorized to access CUSIP information through the Services. (ii) Participant acknowledges and agrees that the CUSIP Database is and shall remain valuable intellectual property owned by, or licensed to CUSIP Service Bureau, S&P and the ABA, and that no proprietary rights are being transferred to Participant in such materials or in any of the information contained therein. Participant agrees that misappropriation or misuse of such materials will cause immediate, irreparable and serious damage to S&P and ABA and that in such event monetary damages may not constitute sufficient compensation to S&P and ABA; consequently, Participant agrees that in the event of any misappropriation or misuse, S&P and ABA shall have the right to obtain injunctive relief. This remedy is in addition to and not in place of any other remedy S&P and ABA may have as a matter of law. (iii) Participant agrees that it shall not publish or distribute in any medium the CUSIP Database or any information contained therein or summaries or subsets thereof to any person or entity except in connection with the normal internal processing of security transactions unless done pursuant to and in accordance with any other agreements Participant has in place with CUSIP. Participant further agrees that the use of CUSIP numbers and descriptions is not intended to create or maintain, and does not serve the purpose of the creation or maintenance of, a file of CUSIP descriptions or numbers for any other third party recipient of such service and is not intended to create and does not serve in any way and shall not be used in any way as a substitute for the CUSIP MASTER TAPE, PRINT ELECTRONIC and/or CD-ROM Services (iv) NEITHER S&P, ABA NOR ANY OF THEIR AFFILIATES MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, AS TO THE ACCURACY, ADEQUACY OR COMPLETENESS OF ANY OF THE INFORMATION CONTAINED IN THE CUSIP DATABASE. ALL SUCH MATERIALS ARE PROVIDED TO PARTICIPANT ON AN “AS IS” BASIS, WITHOUT ANY WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE NOR WITH RESPECT TO THE RESULTS WHICH MAY BE OBTAINED FROM THE USE OF SUCH MATERIALS. (v) NEITHER S&P, ABA NOR THEIR AFFILIATES SHALL HAVE ANY RESPONSIBILITY OR LIABILITY FOR ANY ERRORS OR OMISSIONS NOR SHALL THEY BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT OR INDIRECT, SPECIAL OR CONSEQUENTIAL EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (vi) HOWEVER, IN THE EVENT THAT S&P, ABA OR ANY OF THEIR AFFILIATES ARE FOUND LIABLE, THE LIABILITY OF S&P, ABA OR ANY OF THEIR AFFILIATES, PURSUANT TO ANY CAUSE OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE FEE PAID BY PARTICIPANT FOR ACCESS TO SUCH MATERIALS IN THE MONTH IN WHICH THE CAUSE OF ACTION IS ALLEGED TO HAVE RISEN. (vii) FURTHERMORE, S&P AND ABA SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR DELAYS OR FAILURES DUE TO CIRCUMSTANCES BEYOND THEIR CONTROL. (viii) Participant agrees that the foregoing terms and conditions shall survive any termination of its rights of access to the materials identified above.

Participant Obligations. Formatted: No bullets or numbering Formatted: Not Small caps Formatted: Not Small caps (a) Participant shall not knowingly or negligently cause or permit others to (i) reverse engineer, disassemble, decode, decompile, or otherwise attempt to derive any assembly or higher-level programming language (source code), or derive the proprietary logic, design or structure that is embodied in the Service; (ii) write or develop, or cause or permit to be written or developed, any derivative works or computer programs based upon or substantially similar to the Service; (iii) tamper with or evade, or discover the method of operations or defeat the Licensed Programs or any security device designed to protect the integrity of the Service; or (iv) translate, adapt, vary, amend, modify or combine the Service or any portion thereof with any other Copyrighted 2011-122013 FINRA. ALLAll rights reserved. FINRA PARTICIPATION AGREEMENT V. v. 1.1 (REV. 0512)2 (Rev. 04-2013) programs or programming. If applicable law authorizes Participant to perform certain types of reverse engineering or the like and declares unenforceable contractual restrictions that conflict with that law, then Participant may perform only such reverse engineering or the like as is expressly allowed by, and in strict compliance with, such law. Participant shall return or destroy all copies of the Service, or any portion thereof, upon replacement thereof or cancellation or termination of this Agreement. If the Service or copies thereof are destroyed, an authorized officer of Participant shall certify, upon FINRA’s request and in a format acceptable to FINRA, to their destruction. Participant shall comply, at Participant’s expense, with all reasonable security specifications or instructions of FINRA made available to Participant in order to prevent the Service from being improperly accessed, received or used from Participant or its place(s) of business/residence. Participant shall use the latest version of the Service provided by FINRA and shall install any fix or patch required by FINRA. FINRA shall provide Participant with not less than ninety (90) daysdaysdays’ notice of a new release unless a malfunction which affects the Service necessitates a new release on an accelerated basis or an emergency situation precludes such advance notice or a shorter time period is required pursuant to an order of a court, arbitrator or a regulatory agency. FINRA shall provide Participant with the final version of a new release at least thirty (30) days before its implementation. Participant acknowledges that FINRA only supports the most recent version of the Service with all upgrades, fixes and patches and may order Participant to cease the use of any prior versions. FINRA or its agents shall have the right, without Notice Noticenotice or liability, to suspend Participant’s access to or receipt or use of the Service if the failure on the part of the Participant to comply with this Agreement has, or Participant’s access, receipt or use of the Service may have, an adverse impact on the operation or performance of the Service or on FINRA. Participant will maintain such accurate and verifiable records regarding the access, receipt and use of the Service including the names and addresses of all users usersof its Users that access, receive and use the Service, and will make these records available for a period of three (3) years in a form acceptable to FINRA or its designated agents for inspection by the FINRA Group upon reasonable notice. Participant shall make its premises and personnel available to FINRA Group for review of said records and for physical inspection of Participant’s access, receipt and use of the Service, all at reasonable times, upon reasonable NoticeNoticenotice, to ensure Participant and its users usersUsers are in compliance with this Agreement. Notwithstanding the foregoing, FINRA may perform an audit for reasonable cause at any time. If, as a result of its audit, FINRA determines that Participant is not eligible for its then current pricing package, FINRA shall have the right to retroactively bill xxxx Participant for the appropriate pricing package at the monthly rate that was in effect at the time the service was accessed and/or provided. In the event such audit reveals that Participant under or inaccurately reported or characterized its use of the Service and such under or inaccurate reporting results in an underpayment to FINRA of greater than five percent (5%), Participant shall pay the reasonable costs of the audit, all amounts determined to be owed to FINRA plus interest on all amounts owed to FINRA during such times as the amounts were owed in the amount of one percent (1%) per month. (b) Participant shall designate designate, and identify to FINRA in writing a, individuals for the following roles: a Primary and Alternate Security Administrator, billing contact contact(s) for each Product eachthe Product(s) accessed by Participant pursuant to this AgreementAgreement (“Billing Contacts”), a Primary and Alternate Security Administrator., as well as a single contact for all non-billing Notices under this agreement (collectively, “Participant’s Representative(s)”).and such other administrative roles as FINRA may require. Participant may designate additional account administrators for individual Products (“Account Administrators”). Collectively, the Security Administrators, Account Administrators, the Billing Contacts and other required administrative roles are referred to as “Participant’s Representatives.” The appropriate Participant’s Representative will only use the FINRA secured authorization to communicate and interact directly with FINRA regarding the Service and with no other person or entity and will assign only one unique authorization per eligible Participant user. Each of the applicableUser. Participant’s Representatives will receive notification from FINRA of changes made to web accounts. FINRA may request at any time an explanation of any of Participant’s Representatives’ scope of authority or a clarification of any information about a Participant’s Representative or object to a Participant’s Representative for any reason, including administrative burden on FINRA, or lack of clarity of the information provided about the authority of a Participant’s Representative. Participant shall cause each of Participant’s Representatives to comply with FINRA Rules. Each of Participant’s Representative’sThe Security Administrators’ and Account Administrators’ responsibilities shall include, without limitation: (i) providing all notices to FINRA by telephoning FINRA Market Operations at (000) 000-0000 or by sending an email from a verifiable Participant email account to XXXXXXxxxxxxxxx@XXXXX.xxx and obtaining a FINRA-generatedan acknowledgement from FINRA of or otherwise verifying FINRA’s receipt forof the email (all email receipts to be retained for a period of not less than six months); (ii) notifying FINRA within one (1) business dayBusiness Day of when a User is authorized to access the Service, has access to the Service revoked, or is no longer eligible to receive the Service; and (iii) notify FINRA within a reasonable period of time, but not longer than one (1) Business Days, of any unauthorized access to the Service. Participant shall be responsible, under regulation, contract, tort or otherwise, for all actions or omissions of a Participant’s Representative (including those that were to have been performed by a Participant’s Representative, had one been named or available at the time). Participant shall use commercially reasonable efforts to cause each User to comply with the responsibilities set forth in detail in FINRA Rules, which include, without limitation, and the following requirements: (wx) access to the Service is personal to the User and may not be shared, lent, sold, transferred, or used by others or allow access or receipt of use by others; (xy) User will change passwords, where applicable, and perform other actions that are necessary to prevent unauthorized access to and/or use of the Service and to keep the Service operating correctly (the actions, such as criteria for choosing and changing passwords, will be specified in FINRA Rules and User agrees to abide by such requirements); (yz) 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 User’s access credentials; and (z). Participant’s Representatives will ensure that Users do not access any portion of the Service if not eligible to use the Service or after Participant’s Representative or User is no longer eligible for access because of a change in the Participant’s Representative or User’s role or responsibility, the Participant’s Representative or User’s employer, or otherwise does not meet the then current requirements of the Service, or any portion of the Service. The Participant 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 via a User’s credentials (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 shall be construed to limit the Participant’s obligations, both contractual and regulatory, with respect to supervision of Users. (c) As a condition to the use of the ADF Product and Service, Participant agrees that any trade submitted by Participant to the ADF for trade match, in accordance with Rule 7140(a)(1), or trade acceptance, in accordance with Rule 7140(a)(2), shall identify only a contra party that is another ADF participant with access to the ADF and the ability to take action (i.e., accept or decline) with respect to Participant’s submission. Participant further agrees that, in the event Participant, inadvertently or otherwise, submits a trade to the ADF for trade match or trade acceptance against a contra party that is not an ADF participant with access to the ADF, Participant accepts any and all potential liability resulting from the failure of such non-ADF participant to honor the trade. (d) If FINRA disseminates a CUSIP database (“CUSIP Database”) to Participant, the following language shall be applicable:apply: (i) Participant acknowledges and agrees that it must execute the appropriate license or agreement with CUSIP Service Bureau that is operated by Standard & Poor’s (“S&P”) for the American Bankers Association (“ABAGlobal Services (“CGS”) before it will be authorized to access CUSIP information through the Services. (ii) Participant acknowledges and agrees that the CUSIP Database is and shall remain valuable intellectual property owned by, or licensed to CUSIP Service Bureau, S&PGlobal Services and the ABAAmerican Bankers Association (“ABA”), and that no proprietary rights are being transferred to Participant in such materials or in any of the information contained therein. Any use by Participant outside of the clearing and settlement of transactions requires a license from CGS, along with an associate fee based on usage. Participant agrees that misappropriation or misuse of such materials will cause immediate, irreparable and serious damage to S&PCGS and ABA and that in such event monetary damages may not constitute sufficient compensation to S&PCGS and ABA; consequently, Participant agrees that in the event of any misappropriation or misuse, S&PCGS and ABA shall have the right to obtain injunctive relief. This remedy is in addition to and not in place of any other remedy S&PCGS and ABA may have as a matter of law. (iii) Participant agrees that it shall not publish or distribute in any medium the CUSIP Database or any information contained therein or summaries or subsets thereof to any person or entity except in connection with the normal internal processingclearing and settlement of security transactions unless done pursuant to and in accordance with any other agreements Participant has in place with CUSIP. Participant further agrees that the use of CUSIP numbers and descriptions is not intended to create or maintain, and does not serve the purpose of the creation or maintenance of, a master file or database of CUSIP descriptions or numbers for itself or any other third party recipient of such service and is not intended to create and does not serve in any way and shall not be used in any way as a substitute for the CUSIP MASTER TAPE, PRINT, DB, INTERNET, ELECTRONIC and/or CD-ROM Services and/or any other future services developed by CGS. (iv) NEITHER S&PCGS, ABA NOR ANY OF THEIR AFFILIATES MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, AS TO THE ACCURACY, ADEQUACY OR COMPLETENESS OF ANY OF THE INFORMATION CONTAINED IN THE CUSIP DATABASE. ALL SUCH MATERIALS ARE PROVIDED TO PARTICIPANT ON AN “AS IS” BASIS, WITHOUT ANY WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE NOR WITH RESPECT TO THE RESULTS WHICH MAY BE OBTAINED FROM THE USE OF SUCH MATERIALS.(v) NEITHER S&PCGS, ABA NOR THEIR AFFILIATES SHALL HAVE ANY RESPONSIBILITY OR LIABILITY FOR ANY ERRORS OR OMISSIONS NOR SHALL THEY BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT OR INDIRECT, SPECIAL OR CONSEQUENTIAL EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.(vi) HOWEVER, IN XXXXX EVENT THAT S&P, ABA OR ANY OF THEIR AFFILIATES ARE FOUND LIABLE,SHALL THE LIABILITY OF S&PCGS, ABA OR ANY OF THEIR AFFILIATES, PURSUANT TO ANY CAUSE OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE FEE PAID BY PARTICIPANT FOR ACCESS TO SUCH MATERIALS IN THE MONTH IN WHICH THE CAUSE OF ACTION IS ALLEGED TO HAVE RISEN.(vii) ARISEN. FURTHERMORE, S&PCGS AND ABA SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR DELAYS OR FAILURES DUE TO CIRCUMSTANCES BEYOND THEIR CONTROL. (v) (viii) Participant agrees that the foregoing terms and conditions shall survive any termination of its rights of access to the materials identified above.

Participant Obligations. Formatted: No bullets or numbering Formatted: Not Small caps Formatted: Not Small caps (a) Participant shall not knowingly or negligently cause or permit others to (i) reverse engineer, disassemble, decode, decompile, or otherwise attempt to derive any assembly or higher-level programming language (source code), or derive the proprietary logic, design or structure that is embodied in the Service; (ii) write or develop, or cause or permit to be written or developed, any derivative works or computer programs based upon or substantially similar to the Service; (iii) tamper with or evade, or discover the method of operations or defeat the Licensed Programs or any security device designed to protect the integrity of the Service; or (iv) translate, adapt, vary, amend, modify or combine the Service or any portion thereof with any other Copyrighted 2011-122013 FINRA. ALLAll rights reserved. FINRA PARTICIPATION AGREEMENT V. v. 1.1 (REV. 0512)2 (Rev. 04-2013) programs or programming. If applicable law authorizes Participant to perform certain types of reverse engineering or the like and declares unenforceable contractual restrictions that conflict with that law, then Participant may perform only such reverse engineering or the like as is expressly allowed by, and in strict compliance with, such law. Participant shall return or destroy all copies of the Service, or any portion thereof, upon replacement thereof or cancellation or termination of this Agreement. If the Service or copies thereof are destroyed, an authorized officer of Participant shall certify, upon FINRA’s request and in a format acceptable to FINRA, to their destruction. Participant shall comply, at Participant’s expense, with all reasonable security specifications or instructions of FINRA made available to Participant in order to prevent the Service from being improperly accessed, received or used from Participant or its place(s) of business/residence. Participant shall use the latest version of the Service provided by FINRA and shall install any fix or patch required by FINRA. FINRA shall provide Participant with not less than ninety (90) daysdaysdays’ notice of a new release unless a malfunction which affects the Service necessitates a new release on an accelerated basis or an emergency situation precludes such advance notice or a shorter time period is required pursuant to an order of a court, arbitrator or a regulatory agency. FINRA shall provide Participant with the final version of a new release at least thirty (30) days before its implementation. Participant acknowledges that FINRA only supports the most recent version of the Service with all upgrades, fixes and patches and may order Participant to cease the use of any prior versions. FINRA or its agents shall have the right, without Notice or liability, to suspend Participant’s access to or receipt or use of the Service if the failure on the part of the Participant to comply with this Agreement has, or Participant’s access, receipt or use of the Service may have, an adverse impact on the operation or performance of the Service or on FINRA. Participant will maintain such accurate and verifiable records regarding the access, receipt and use of the Service including the names and addresses of all users that access, receive and use the Service, and will make these records available for a period of three (3) years in a form acceptable to FINRA or its designated agents for inspection by the FINRA Group upon reasonable notice. Participant shall make its premises and personnel available to FINRA Group for review of said records and for physical inspection of Participant’s access, receipt and use of the Service, all at reasonable times, upon reasonable Notice, to ensure Participant and its users are in compliance with this Agreement. Notwithstanding the foregoing, FINRA may perform an audit for reasonable cause at any time. If, as a result of its audit, FINRA determines that Participant is not eligible for its then current pricing package, FINRA shall have the right to retroactively bill xxxx Participant for the appropriate pricing package at the monthly rate that was in effect at the time the service was accessed and/or provided. In the event such audit reveals that Participant under or inaccurately reported or characterized its use of the Service and such under or inaccurate reporting results in an underpayment to FINRA of greater than five percent (5%), Participant shall pay the reasonable costs of the audit, all amounts determined to be owed to FINRA plus interest on all amounts owed to FINRA during such times as the amounts were owed in the amount of one percent (1%) per month. (b) Participant shall designate to FINRA in writing a billing contact for each Product accessed by Participant pursuant to this Agreement, a Primary and Alternate Security Administrator., as well as a single contact for all non-billing Notices under this agreement (collectively,, “Participant’s Representative(s)”). The appropriate Participant’s Representative will only use the FINRA secured authorization to communicate and interact directly with FINRA regarding the Service and with no other person or entity and will assign only one unique authorization per eligible Participant user. Each of the applicable Participant’s Representatives will receive notification from FINRA of changes made to web accounts. FINRA may request at any time an explanation of any of Participant’s Representatives’ scope of authority or a clarification of any information about a Participant’s Representative or object to a Participant’s Representative for any reason, including administrative burden on FINRA, or lack of clarity of the information provided about the authority of a Participant’s Representative. Participant shall cause each of Participant’s Representatives to comply with FINRA Rules. Each of Participant’s Representative’s responsibilities shall include, without limitation: (i) providing all notices to FINRA by telephoning FINRA Market Operations at (000)000-0000 or by sending an email from a verifiable Participant email account to XXXXXXxxxxxxxxx@XXXXX.xxx and obtaining a FINRA- generated receipt for the email (all email receipts to be retained for a period of not less than six months); (ii) notifying FINRA within one (1) business day of when a User is authorized to access the Service, has access to the Service revoked, or is no longer eligible to receive the Service; and (iii) notify FINRA within a reasonable period of time, but not longer than one (1) Business Days, of any unauthorized access to the Service. Participant shall be responsible, under regulation, contract, tort or otherwise, for all actions or omissions of a Participant’s Representative (including those that were to have been performed by a Participant’s Representative, had one been named or available at the time). Participant shall use commercially reasonable efforts to cause each User to comply with the responsibilities set forth in detail in FINRA Rules, which include, without limitation, the following requirements: (w) access to the Service is personal to the User and may not be shared, lent, sold, transferred, or used by others or allow access or receipt of use by others; (x) User will change passwords, where applicable, and perform other actions that are necessary to prevent unauthorized access to and/or use of the Service and to keep the Service operating correctly (the actions, such as criteria for choosing and changing passwords, will be specified in FINRA Rules and User agrees to abide by such requirements); (y) 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 User’s access credentials; and (z) Participant’s Representatives will ensure that Users do not access any portion of the Service if not eligible to use the Service or after Participant’s Representative or User is no longer eligible for access because of a change in the Participant’s Representative or User’s role or responsibility, the Participant’s Representative or User’s employer, or otherwise does not meet the then current requirements of the Service, or any portion of the Service. The Participant 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 via a User’s credentials (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 shall be construed to limit the Participant’s obligations, both contractual and regulatory, with respect to supervision of Users. (c) If FINRA disseminates a CUSIP Database to Participant, the following language shall be applicable: (i) Participant acknowledges and agrees that it must execute the appropriate license or agreement with CUSIP Service Bureau that is operated by Standard & Poor’s (“S&P”) for the American Bankers Association (“ABA”) before it will be authorized to access CUSIP information through the Services. (ii) Participant acknowledges and agrees that the CUSIP Database is and shall remain valuable intellectual property owned by, or licensed to CUSIP Service Bureau, S&P and the ABA, and that no proprietary rights are being transferred to Participant in such materials or in any of the information contained therein. Participant agrees that misappropriation or misuse of such materials will cause immediate, irreparable and serious damage to S&P and ABA and that in such event monetary damages may not constitute sufficient compensation to S&P and ABA; consequently, Participant agrees that in the event of any misappropriation or misuse, S&P and ABA shall have the right to obtain injunctive relief. This remedy is in addition to and not in place of any other remedy S&P and ABA may have as a matter of law. (iii) Participant agrees that it shall not publish or distribute in any medium the CUSIP Database or any information contained therein or summaries or subsets thereof to any person or entity except in connection with the normal internal processing of security transactions unless done pursuant to and in accordance with any other agreements Participant has in place with CUSIP. Participant further agrees that the use of CUSIP numbers and descriptions is not intended to create or maintain, and does not serve the purpose of the creation or maintenance of, a file of CUSIP descriptions or numbers for any other third party recipient of such service and is not intended to create and does not serve in any way and shall not be used in any way as a substitute for the CUSIP MASTER TAPE, PRINT ELECTRONIC and/or CD-ROM Services (iv) NEITHER S&P, ABA NOR ANY OF THEIR AFFILIATES MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, AS TO THE ACCURACY, ADEQUACY OR COMPLETENESS OF ANY OF THE INFORMATION CONTAINED IN THE CUSIP DATABASE. ALL SUCH MATERIALS ARE PROVIDED TO PARTICIPANT ON AN “AS IS” BASIS, WITHOUT ANY WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE NOR WITH RESPECT TO THE RESULTS WHICH MAY BE OBTAINED FROM THE USE OF SUCH MATERIALS. (v) NEITHER S&P, ABA NOR THEIR AFFILIATES SHALL HAVE ANY RESPONSIBILITY OR LIABILITY FOR ANY ERRORS OR OMISSIONS NOR SHALL THEY BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT OR INDIRECT, SPECIAL OR CONSEQUENTIAL EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (vi) HOWEVER, IN THE EVENT THAT S&P, ABA OR ANY OF THEIR AFFILIATES ARE FOUND LIABLE, THE LIABILITY OF S&P, ABA OR ANY OF THEIR AFFILIATES, PURSUANT TO ANY CAUSE OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE FEE PAID BY PARTICIPANT FOR ACCESS TO SUCH MATERIALS IN THE MONTH IN WHICH THE CAUSE OF ACTION IS ALLEGED TO HAVE RISEN. (vii) FURTHERMORE, S&P AND ABA SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR DELAYS OR FAILURES DUE TO CIRCUMSTANCES BEYOND THEIR CONTROL. (viii) Participant agrees that the foregoing terms and conditions shall survive any termination of its rights of access to the materials identified above.

Participant Obligations. Formatted: No bullets or numbering Formatted: Not Small caps Formatted: Not Small caps (a) Participant shall not knowingly or negligently cause or permit others to (i) reverse engineer, disassemble, decode, decompile, or otherwise attempt to derive any assembly or higher-level programming language (source code), or derive the proprietary logic, design or structure that is embodied in the Service; (ii) write or develop, or cause or permit to be written or developed, any derivative works or computer programs based upon or substantially similar to the Service; (iii) tamper with or evade, or discover the method of operations or defeat the Licensed Programs or any security device designed to protect the integrity of the Service; or (iv) translate, adapt, vary, amend, modify or combine the Service or any portion thereof with any other Copyrighted 2011-122013 FINRA. ALLAll rights reserved. FINRA PARTICIPATION AGREEMENT V. v. 1.1 (REV. 0512)2 (Rev. 04-2013) programs or programming. If applicable law authorizes Participant to perform certain types of reverse engineering or the like and declares unenforceable contractual restrictions that conflict with that law, then Participant may perform only such reverse engineering or the like as is expressly allowed by, and in strict compliance with, such law. Participant shall return or destroy all copies of the Service, or any portion thereof, upon replacement thereof or cancellation or termination of this Agreement. If the Service or copies thereof are destroyed, an authorized officer of Participant shall certify, upon FINRA’s request and in a format acceptable to FINRA, to their destruction. Participant shall comply, at Participant’s expense, with all reasonable security specifications or instructions of FINRA made available to Participant in order to prevent the Service from being improperly accessed, received or used from Participant or its place(s) of business/residence. Participant shall use the latest version of the Service provided by FINRA and shall install any fix or patch required by FINRA. FINRA shall provide Participant with not less than ninety (90) daysdaysdays’ notice of a new release unless a malfunction which affects the Service necessitates a new release on an accelerated basis or an emergency situation precludes such advance notice or a shorter time period is required pursuant to an order of a court, arbitrator or a regulatory agency. FINRA shall provide Participant with the final version of a new release at least thirty (30) days before its implementation. Participant acknowledges that FINRA only supports the most recent version of the Service with all upgrades, fixes and patches and may order Participant to cease the use of any prior versions. FINRA or its agents shall have the right, without Notice or liability, to suspend Participant’s access to or receipt or use of the Service if the failure on the part of the Participant to comply with this Agreement has, or Participant’s access, receipt or use of the Service may have, an adverse impact on the operation or performance of the Service or on FINRA. Participant will maintain such accurate and verifiable records regarding the access, receipt and use of the Service including the names and addresses of all users that access, receive and use the Service, and will make these records available for a period of three (3) years in a form acceptable to FINRA or its designated agents for inspection by the FINRA Group upon reasonable notice. Participant shall make its premises and personnel available to FINRA Group for review of said records and for physical inspection of Participant’s access, receipt and use of the Service, all at reasonable times, upon reasonable Notice, to ensure Participant and its users are in compliance with this Agreement. Notwithstanding the foregoing, FINRA may perform an audit for reasonable cause at any time. If, as a result of its audit, FINRA determines that Participant is not eligible for its then current pricing package, FINRA shall have the right to retroactively bill xxxx Participant for the appropriate pricing package at the monthly rate that was in effect at the time the service was accessed and/or provided. In the event such audit reveals that Participant under or inaccurately reported or characterized its use of the Service and such under or inaccurate reporting results in an underpayment to FINRA of greater than five percent (5%), Participant shall pay the reasonable costs of the audit, all amounts determined to be owed to FINRA plus interest on all amounts owed to FINRA during such times as the amounts were owed in the amount of one percent (1%) per month. (b) Participant shall designate to FINRA in writing a billing contact for each Product accessed by Participant pursuant to this Agreement, a Primary and Alternate Security Administrator., as well as a single contact for all non-billing Notices under this agreement (collectively,, “Participant’s Representative(s)”). The appropriate Participant’s Representative will only use the FINRA secured authorization to communicate and interact directly with FINRA regarding the Service and with no other person or entity and will assign only one unique authorization per eligible Participant user. Each of the applicable Participant’s Representatives will receive notification from FINRA of changes made to web accounts. FINRA may request at any time an explanation of any of Participant’s Representatives’ scope of authority or a clarification of any information about a Participant’s Representative or object to a Participant’s Representative for any reason, including administrative burden on FINRA, or lack of clarity of the information provided about the authority of a Participant’s Representative. Participant shall cause each of Participant’s Representatives to comply with FINRA Rules. Each of Participant’s Representative’s responsibilities shall include, without limitation: (i) providing all notices to FINRA by telephoning FINRA Market Operations at (000)000-0000 or by sending an email from a verifiable Participant email account to XXXXXXxxxxxxxxx@XXXXX.xxx and obtaining a FINRA-generated receipt for the email (all email receipts to be retained for a period of not less than six months); (ii) notifying FINRA within one (1) business day of when a User is authorized to access the Service, has access to the Service revoked, or is no longer eligible to receive the Service; and (iii) notify FINRA within a reasonable period of time, but not longer than one (1) Business Days, of any unauthorized access to the Service. Participant shall be responsible, under regulation, contract, tort or otherwise, for all actions or omissions of a Participant’s Representative (including those that were to have been performed by a Participant’s Representative, had one been named or available at the time). Participant shall use commercially reasonable efforts to cause each User to comply with the responsibilities set forth in detail in FINRA Rules, which include, without limitation, the following requirements: (w) access to the Service is personal to the User and may not be shared, lent, sold, transferred, or used by others or allow access or receipt of use by others; (x) User will change passwords, where applicable, and perform other actions that are necessary to prevent unauthorized access to and/or use of the Service and to keep the Service operating correctly (the actions, such as criteria for choosing and changing passwords, will be specified in FINRA Rules and User agrees to abide by such requirements); (y) 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 User’s access credentials; and (z) Participant’s Representatives will ensure that Users do not access any portion of the Service if not eligible to use the Service or after Participant’s Representative or User is no longer eligible for access because of a change in the Participant’s Representative or User’s role or responsibility, the Participant’s Representative or User’s employer, or otherwise does not meet the then current requirements of the Service, or any portion of the Service. The Participant 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 via a User’s credentials (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 shall be construed to limit the Participant’s obligations, both contractual and regulatory, with respect to supervision of Users. (c) As a condition to the use of the ADF Product and Service, any FINRA member that is not a Clearing Broker/Dealer, as that term is defined in FINRA Rule 7210A(b), shall enter into and maintain a Uniform Service Bureau/Executing Broker Agreement with a Clearing Broker/Dealer. (c) (d) If FINRA disseminates a CUSIP Database to Participant, the following language shall be applicable: (i) Participant acknowledges and agrees that it must execute the appropriate license or agreement with CUSIP Service Bureau that is operated by Standard & Poor’s (“S&P”) for the American Bankers Association (“ABA”) before it will be authorized to access CUSIP information through the Services. (ii) Participant acknowledges and agrees that the CUSIP Database is and shall remain valuable intellectual property owned by, or licensed to CUSIP Service Bureau, S&P and the ABA, and that no proprietary rights are being transferred to Participant in such materials or in any of the information contained therein. Participant agrees that misappropriation or misuse of such materials will cause immediate, irreparable and serious damage to S&P and ABA and that in such event monetary damages may not constitute sufficient compensation to S&P and ABA; consequently, Participant agrees that in the event of any misappropriation or misuse, S&P and ABA shall have the right to obtain injunctive relief. This remedy is in addition to and not in place of any other remedy S&P and ABA may have as a matter of law. (iii) Participant agrees that it shall not publish or distribute in any medium the CUSIP Database or any information contained therein or summaries or subsets thereof to any person or entity except in connection with the normal internal processing of security transactions unless done pursuant to and in accordance with any other agreements Participant has in place with CUSIP. Participant further agrees that the use of CUSIP numbers and descriptions is not intended to create or maintain, and does not serve the purpose of the creation or maintenance of, a file of CUSIP descriptions or numbers for any other third party recipient of such service and is not intended to create and does not serve in any way and shall not be used in any way as a substitute for the CUSIP MASTER TAPE, PRINT ELECTRONIC and/or CD-ROM Services (iv) NEITHER S&P, ABA NOR ANY OF THEIR AFFILIATES MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, AS TO THE ACCURACY, ADEQUACY OR COMPLETENESS OF ANY OF THE INFORMATION CONTAINED IN THE CUSIP DATABASE. ALL SUCH MATERIALS ARE PROVIDED TO PARTICIPANT ON AN “AS IS” BASIS, WITHOUT ANY WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE NOR WITH RESPECT TO THE RESULTS WHICH MAY BE OBTAINED FROM THE USE OF SUCH MATERIALS. (v) NEITHER S&P, ABA NOR THEIR AFFILIATES SHALL HAVE ANY RESPONSIBILITY OR LIABILITY FOR ANY ERRORS OR OMISSIONS NOR SHALL THEY BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT OR INDIRECT, SPECIAL OR CONSEQUENTIAL EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (vi) HOWEVER, IN THE EVENT THAT S&P, ABA OR ANY OF THEIR AFFILIATES ARE FOUND LIABLE, THE LIABILITY OF S&P, ABA OR ANY OF THEIR AFFILIATES, PURSUANT TO ANY CAUSE OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE FEE PAID BY PARTICIPANT FOR ACCESS TO SUCH MATERIALS IN THE MONTH IN WHICH THE CAUSE OF ACTION IS ALLEGED TO HAVE RISEN. (vii) FURTHERMORE, S&P AND ABA SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR DELAYS OR FAILURES DUE TO CIRCUMSTANCES BEYOND THEIR CONTROL. (viii) Participant agrees that the foregoing terms and conditions shall survive any termination of its rights of access to the materials identified above.

Participant Obligations. Formatted: No bullets or numbering Formatted: Not Small caps Formatted: Not Small caps (a) Participant shall not knowingly or negligently cause or permit others to (i) reverse engineer, disassemble, decode, decompile, or otherwise attempt to derive any assembly or higher-level programming language (source code), or derive the proprietary logic, design or structure that is embodied in the Service; (ii) write or develop, or cause or permit to be written or developed, any derivative works or computer programs based upon or substantially similar to the Service; (iii) tamper with or evade, or discover the method of operations or defeat the Licensed Programs or any security device designed to protect the integrity of the Service; or (iv) translate, adapt, vary, amend, modify or combine the Service or any portion thereof with any other Copyrighted 2011-122013 FINRA. ALLAll rights reserved. FINRA PARTICIPATION AGREEMENT V. v. 1.1 (REV. 0512)2 (Rev. 04-2013) programs or programming. If applicable law authorizes Participant to perform certain types of reverse engineering or the like and declares unenforceable contractual restrictions that conflict with that law, then Participant may perform only such reverse engineering or the like as is expressly allowed by, and in strict compliance with, such law. Participant shall return or destroy all copies of the Service, or any portion thereof, upon replacement thereof or cancellation or termination of this Agreement. If the Service or copies thereof are destroyed, an authorized officer of Participant shall certify, upon FINRA’s request and in a format acceptable to FINRA, to their destruction. Participant shall comply, at Participant’s expense, with all reasonable security specifications or instructions of FINRA made available to Participant in order to prevent the Service from being improperly accessed, received or used from Participant or its place(s) of business/residence. Participant shall use the latest version of the Service provided by FINRA and shall install any fix or patch required by FINRA. FINRA shall provide Participant with not less than ninety (90) daysdaysdays’ notice of a new release unless a malfunction which affects the Service necessitates a new release on an accelerated basis or an emergency situation precludes such advance notice or a shorter time period is required pursuant to an order of a court, arbitrator or a regulatory agency. FINRA shall provide Participant with the final version of a new release at least thirty (30) days before its implementation. Participant acknowledges that FINRA only supports the most recent version of the Service with all upgrades, fixes and patches and may order Participant to cease the use of any prior versions. FINRA or its agents shall have the right, without Notice notice or liability, to suspend Participant’s access to or receipt or use of the Service if the failure on the part of the Participant to comply with this Agreement has, or Participant’s access, receipt or use of the Service may have, an adverse impact on the operation or performance of the Service or on FINRA. Participant will maintain such accurate and verifiable records regarding the access, receipt and use of the Service including the names and addresses of all users of its Users that access, receive and use the Service, and will make these records available for a period of three (3) years in a form acceptable to FINRA or its designated agents for inspection by the FINRA Group upon reasonable notice. Participant shall make its premises and personnel available to FINRA Group for review of said records and for physical inspection of Participant’s access, receipt and use of the Service, all at reasonable times, upon reasonable Noticenotice, to ensure Participant and its users Users are in compliance with this Agreement. Notwithstanding the foregoing, FINRA may perform an audit for reasonable cause at any time. If, as a result of its audit, FINRA determines that Participant is not eligible for its then current pricing package, FINRA shall have the right to retroactively bill Participant for the appropriate pricing package at the monthly rate that was in effect at the time the service was accessed and/or provided. In the event such audit reveals that Participant under or inaccurately reported or characterized its use of the Service and such under or inaccurate reporting results in an underpayment to FINRA of greater than five percent (5%), Participant shall pay the reasonable costs of the audit, all amounts determined to be owed to FINRA plus interest on all amounts owed to FINRA during such times as the amounts were owed in the amount of one percent (1%) per month. (b) Participant shall designate designate, and identify to FINRA in writing FINRA, individuals for the following roles: a Primary and Alternate Security Administrator, billing contact contact(s) for each Product the Product(s) accessed by Participant pursuant to this AgreementAgreement (“Billing Contacts”), and such other administrative roles as FINRA may require. Participant may designate additional account administrators for individual Products (“Account Administrators”). Collectively, the Security Administrators, Account Administrators, the Billing Contacts and other required administrative roles are referred to as “Participant’s Representatives.” The appropriate Participant’s Representative will only use the FINRA secured authorization to communicate and interact directly with FINRA regarding the Service and with no other person or entity and will assign only one unique authorization per eligible User. Participant’s Representatives will receive notification from FINRA of changes made to web accounts. FINRA may request at any time an explanation of any of Participant’s Representatives’ scope of authority or a clarification of any information about a Participant’s Representative or object to a Participant’s Representative for any reason, including administrative burden on FINRA, or lack of clarity of the information provided about the authority of a Participant’s Representative. Participant shall cause each of Participant’s Representatives to comply with FINRA Rules. The Security Administrators’ and Account Administrators’ responsibilities shall include, without limitation: (i) providing all notices to FINRA by telephoning FINRA Market Operations at (000) 000-0000 or by sending an email from a verifiable Participant email account to XXXXXXxxxxxxxxx@XXXXX.xxx and obtaining an acknowledgement from FINRA of or otherwise verifying FINRA’s receipt of the email; (ii) notifying FINRA within one (1) Business Day of when a User is authorized to access the Service, has access to the Service revoked, or is no longer eligible to receive the Service; and (iii) notify FINRA within a reasonable period of time, but not longer than one (1) Business Days, of any unauthorized access to the Service. Participant shall be responsible, under regulation, contract, tort or otherwise, for all actions or omissions of a Participant’s Representative (including those that were to have been performed by a Participant’s Representative, had one been named or available at the time). Participant shall cause each User to comply with the FINRA Rules and the following requirements: (x) access to the Service is personal to the User and may not be shared, lent, sold, transferred, or used by others or allow access or receipt of use by others; (y) User will change passwords, where applicable, and perform other actions that are necessary to prevent unauthorized access to and/or use of the Service and to keep the Service operating correctly (the actions, such as criteria for choosing and changing passwords, will be specified in FINRA Rules and User agrees to abide by such requirements); (z) 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 User’s access credentials. Participant’s Representatives will ensure that Users do not access any portion of the Service if not eligible to use the Service or after Participant’s Representative or User is no longer eligible for access because of a change in the Participant’s Representative or User’s role or responsibility, the Participant’s Representative or User’s employer, or otherwise does not meet the then current requirements of the Service, or any portion of the Service. The Participant 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 via a User’s credentials (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 shall be construed to limit the Participant’s obligations, both contractual and regulatory, with respect to supervision of Users. (c) As a condition to the use of the ADF Product and Service, Participant agrees that any trade submitted by Participant to the ADF for trade match, in accordance with Rule 7140(a)(1), or trade acceptance, in accordance with Rule 7140(a)(2), shall identify only a contra party that is another ADF participant with access to the ADF and the ability to take action (i.e., accept or decline) with respect to Participant’s submission. Participant further agrees that, in the event Participant, inadvertently or otherwise, submits a trade to the ADF for trade match or trade acceptance against a contra party that is not an ADF participant with access to the ADF, Participant accepts any and all potential liability resulting from the failure of such non-ADF participant to honor the trade. (d) If FINRA disseminates a CUSIP databaseinformation (“CUSIP Database”) to Participant, the following language shall apply: (i) Participant acknowledges and agrees that it must execute the appropriate license or agreement with CUSIP Global Services (“CGS”) before it will be authorized to access the CUSIP informationDatabase through the Services. (ii) Participant acknowledges and agrees that the CUSIP Database and the information contained therein is and shall remain valuable intellectual property owned by, or licensed to CUSIP Global ServicesCGS and the American Bankers Association (“ABA”), and that no proprietary rights are being transferred to Participant in such materials or in any of the information contained therein. Any use by Participant outside of the clearing and settlement of transactions requires a license from CGS, along with an associateassociated fee based on usage. Participant agrees that misappropriation or misuse of such materials will cause immediate, irreparable and serious damage to CGS and ABA and that in such event monetary damages may not constitute sufficient compensation to CGS and ABA; consequently, Participant agrees that in the event of any misappropriation or misuse, CGS and ABA shall have the right to obtain injunctive relief. This remedy is in addition to and not in place of any other remedylegal or financial remedies to which CGS and ABA may have as a matter of lawbe entitled. (iii) Participant agrees that it shall not publish or distribute in any medium the CUSIP Database or any information contained therein or summaries or subsets thereof to any person or entity except in connection with the normal clearing and settlement of security transactions. Participant further agrees that the use of CUSIP numbers and descriptions is not intended to create or maintain, and does not serve the purpose of the creation or maintenance of, a Primary master file or database of CUSIP descriptions or numbers for itself or any other third party recipient of such service and Alternate Security Administrator., as well is not intended to create and does not serve in any way and shall not be used in any way as a single contact substitute for all nonthe CUSIP MASTER TAPE, PRINT, DB, INTERNET, ELECTRONIC and/or CD-billing Notices under this agreement ROM Services and/or any other future services developed by CGS. (collectively,iv) NEITHER CGS, ABA NOR ANY OF THEIR AFFILIATES MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, AS TO THE ACCURACY, ADEQUACY OR COMPLETENESS OF ANY OF THE INFORMATION CONTAINED IN THE CUSIP DATABASE. ALL SUCH MATERIALS ARE PROVIDED TO PARTICIPANT ON AN “AS IS” BASIS, WITHOUT ANY WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE NOR WITH RESPECT TO THE RESULTS WHICH MAY BE OBTAINED FROM THE USE OF SUCH MATERIALS. NEITHER CGS, ABA NOR THEIR AFFILIATES SHALL HAVE ANY RESPONSIBILITY OR LIABILITY FOR ANY ERRORS OR OMISSIONS NOR SHALL THEY BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT OR INDIRECT, SPECIAL OR CONSEQUENTIAL EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE LIABILITY OF CGS, ABA OR ANY OF THEIR AFFILIATES, PURSUANT TO ANY CAUSE OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE FEE PAID BY PARTICIPANT FOR ACCESS TO SUCH MATERIALS IN THE MONTH IN WHICH THE CAUSE OF ACTION IS ALLEGED TO HAVE ARISEN. FURTHERMORE, CGS AND ABA SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR DELAYS OR FAILURES DUE TO CIRCUMSTANCES BEYOND THEIR CONTROL. (v) Participant agrees that the foregoing terms and conditions shall survive any termination of its rights of access to the materials identified above.