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C.

SUBSCRIBER AND NASDAQ OMX UNDERSTAND AND AGREE THAT THE PRICING FOR THE SERVICE REASONABLY REFLECTS THE ALLOCATION OF RISK AND LIMITATION OF LIABILITY SET FORTH IN THIS SECTION.

D.

NASDAQNASDAQ OMX SHALL NOT BE LIABLE TO SUBSCRIBER OR TO ANY OTHER INDIVIDUAL OR ENTITY FOR THE UNAVAILABILITY, INTERRUPTION, DELAY, INCOMPLETENESS OR INACCURACY OF INFORMATION FROM NASDAQ’SNASDAQ OMX’S THIRD PARTY INFORMATION AND SOFTWARE PROVIDERS.

E.

SUBSCRIBER SHALL NOT BE LIABLE TO NASDAQ OMX OR TO ANY OTHER INDIVIDUAL OR ENTITY FOR THE UNAVAILABILITY, INTERRUPTION, DELAY, INCOMPLETENESS OR INACCURACY OF INFORMATION FROM SUBSCRIBER’S THIRD PARTY INFORMATION AND SOFTWARE PROVIDERS.

Section 12.

Indemnification.

A.

Subscriber shall be liable to, indemnify against, and hold NASDAQ OMX, its employees, directors, and other agents harmless from, any and all Claims or Losses (as those terms are defined in subsection (F) herein) imposed on, incurred by or asserted against NASDAQ OMX, its employees, directors, and other agents to the extent that the Claims and Losses result from acts or omissions of the Subscriber, its employees, directors, agents or associated persons, or from the receipt or use of the Service (including representations about the Service) by Subscriber, its employees, directors, agents or associated persons, unless the Claims or Losses are directly attributable to NASDAQ OMX, its employees, directors, or other agents’ gross negligence or willful misconduct. Subscriber’s obligation to defend and indemnify under this subsection shall be conditioned on the following: (i) NASDAQ OMX shall promptly notify Subscriber in writing of the claim, action or allegation (but, in any event, in a time frame that does not prejudice the rights of Subscriber or NASDAQ OMX); (ii) NASDAQ OMX shall cooperate fully with Subscriber in the defense thereof and Subscriber shall be liable to NASDAQ OMX for NASDAQ’sNASDAQ OMX’s reasonable expenses (excluding reimbursement for the time value of NASDAQ’sNASDAQ OMX’s employees, directors, and other agents in providing such cooperation); and (iii) Subscriber shall have sole control of the defense and all related settlement negotiations, but, upon NASDAQ’sNASDAQ OMX’s request, shall apprise NASDAQ OMX of the status of any proceedings or negotiations. NASDAQ’sNASDAQ OMX’s duty of cooperation in litigation shall not be deemed to be a waiver of NASDAQ’sNASDAQ OMX’s attorney-client, attorney work product, or other legal privilege.

B.

NASDAQ OMX shall be liable to, indemnify against, and hold Subscriber, its employees, directors, and other agents harmless from, any and all Claims or Losses (as those terms are defined in subsection (F) herein) imposed on, incurred

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