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F.

This Section 12 sets forth the entire liability and the exclusive remedy of NASDAQ OMX and Subscriber, their employees, directors, agents, and associated persons for the infringement or use of the System or Service.

G.

Unless otherwise stated herein, “Claims or Losses” means any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, judgments, and reasonable costs and expenses of whatever nature, whether incurred by or issued against an indemnified Party, including, without limitation: (i) indirect, special, punitive, consequential, or incidental loss or damage (including, but not limited to, trading losses, loss of anticipated profits, loss by reason of shutdown in operation or increased expenses of operation, or other indirect loss or damage); and (ii) reasonable administrative costs, litigation costs, and auditors’ and attorneys’ fees, both in-house and outside counsel, and related disbursements.

Section 13.

No Government Rights. This Agreement neither grants, nor is intended to grant, directly or through Subscriber, any governmental entity or agency any rights in technical data (including, but not limited to, software) as set forth in FAR Subpart 27.4 and its successors thereof. Any such rights of a governmental entity or agency in technical data (including, but not limited to, software) shall be determined by a separate written agreement with NASDAQ OMX.

Section 14.

Corporate Names; Proprietary Rights. Subscriber and NASDAQ OMX each acknowledge and agree that the NASDAQ OMX and Subscriber each have proprietary rights in their respective trade names, trademarks, servicemarks, logos, copyrights and patents, registered or unregistered, and Subscriber and NASDAQ OMX each agree they shall not use the other Party’s trade names, trademarks, servicemarks, logos, copyrights or patents, registered or unregistered, in any way that would infringe upon the rights of the other Party. Further, this Agreement shall not grant either Party the right to use the other Party’s trade names, trademarks, servicemarks, logos, copyrights or patents, registered or unregistered, in any marketing, promotional or other materials without the prior review and written consent of the other Party.

Section 15.

Force Majeure. Notwithstanding any other term or provision of this Agreement, neither NASDAQ OMX (including, for purposes of this Section, its third party information and software providers) nor Subscriber shall be obligated to perform or observe its obligations undertaken in this Agreement (except for obligations to make payments hereunder and regulatory obligations) if prevented or hindered from doing so by any circumstances found to be beyond its control.

19

Section 16.

Subsequent Parties; benefit of and shall permitted successors

foregoing, NASDAQ OMX may, assign this Agreement, or any part of it, to any

affiliated

entity

without

the

consent

of

the

other

Party.

Nothing

in

this

Limited Relationship. This Agreement shall inure to the

(including by operation of law) Party, such consent not to be

without the prior written unreasonably withheld.

consent of the other Notwithstanding the

be

binding

upon the

or

assigns.

Neither

Parties hereto and Party shall assign

their respective this Agreement

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