These Third Party Provider Terms (these “Terms”) will govern participation by your firm (“Market Participant”) on the central limit order book (“CLOB”) of the Actives Platform operated by Dealerweb, and will supplement and amend the terms of Market Participant’s Dealerweb Participation Agreement (the “Agreement”). While Dealerweb is the sole operator of the CLOB pursuant to applicable law, Nasdaq Inc. (“Nasdaq”) is a provider of certain technology components which are incorporated in the CLOB (collectively, “Nasdaq Components”). For so long as the CLOB includes such Nasdaq Components, these Terms shall apply to Market Participant’s access and use of the CLOB, in addition to all rights and restrictions set forth in the Agreement. Capitalized terms used but not defined herein shall have the meaning set forth in your firm’s Agreement.
- Market Participant shall:
a. access and use the Nasdaq Components only in accordance with the terms of the Agreement;
b. maintain all necessary consents or agreements for its access to and use any market data displayed or made available, or otherwise used by such entity in order to access, use, or operate, the Nasdaq Components and comply with all related third-party provider terms and conditions, including payment of any related fees;
c. keep confidential all access credentials to the CLOB, and take reasonable security precautions to prevent any unauthorized person from using or accessing the CLOB, including the Nasdaq Components;
d. not use or attempt to use the Nasdaq Components, either alone or in conjunction with any device, program, or service, to circumvent technological measures employed to control access to, or rights in, the Nasdaq Components;
e. comply with all reasonable security specifications or instructions provided by or on behalf of Nasdaq in writing from time to time;
f. promptly provide Dealerweb and Nasdaq with all reasonably requested information for purposes of Nasdaq’s provision of the Nasdaq Components;
g. not use or access the Nasdaq Components or any information derived from the Nasdaq Components, in violation of Applicable Law;
h. be solely responsible for any decision or action it takes as a result of reliance on the Nasdaq Components or results obtained therefrom;
i. not offer, access, use, or operate the Nasdaq Components in any computer service business, service bureau arrangement, outsourcing or subscription service, time sharing, or other sharing arrangement; and
j. not decompile or reverse engineer any software made available through the Nasdaq Components or assign, transfer, sublicense, or otherwise dispose of any of its rights or obligations relating to such software, without the prior written consent of Nasdaq. - Nasdaq shall not be liable for any losses sustained by Market Participant or any other person in connection with Market Participant’s use or receipt of the Nasdaq Components, Market Participant’s Agreement or the transactions contemplated thereby. Market Participant shall defend, indemnify and hold harmless Nasdaq for any losses incurred by Nasdaq resulting from Market Participant’s access to and use of the Nasdaq Components.
- The limitations of liability set forth in the Agreement as applicable to Dealerweb shall apply to Nasdaq as though Nasdaq were a party thereto. Without limiting the foregoing, Nasdaq shall not be liable to Market Participant for the failure of any person to perform its obligations under any transaction executed on the CLOB.
- These Terms shall survive termination of the Agreement. Nasdaq shall be a third party beneficiary of these Terms and shall have the ability to enforce its rights herein as if it were a party hereto.