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disseminated data from the Service. Notwithstanding the foregoing, NASDAQ OMX may perform an audit for reasonable cause at any time. If, as a result of its audit, NASDAQ OMX determines that Subscriber has diverted, repackaged or disseminated data from the Service, NASDAQ OMX shall have the right to disable all unauthorized logons and retroactively bill Subscriber for the appropriate amount that Subscriber should have paid.

  • E.

    As consideration for receiving authorization to use the Service and the benefits associated therewith, Subscriber does hereby grant to NASDAQ OMX a non- exclusive, non-assignable, non-transferable, worldwide, irrevocable license to receive and use information and data that Subscriber or Subscriber’s agent enters into the Service and System (“Subscriber’s Data”) for the following purposes: within Service Data for performing self-regulatory functions; for internal commercial purposes (i.e., purposes that do not include disclosing, publishing, or distributing outside of NASDAQ OMX); and for use within NASDAQ OMX market data products (i.e., products that include disclosure, publication, or distribution to third parties), provided that fees for any such market data product are filed with the SEC in accordance with the requirements of Section 19 of the Act.

    • i.

      For the avoidance of doubt, Subscriber’s license to NASDAQ OMX also includes use of Subscriber’s Data by NASDAQ’s Market Intelligence DeskNASDAQ OMX for the purpose of providing confidential information to issuers relating to the market in an issuer’s own securities.

  • ii.

    NASDAQ OMX represents and warrants that disclosure, publication, or distribution of Subscriber’s Data as part of NASDAQ’sNASDAQ OMX’s data products will only be: (a) if Subscriber’s Data is generally made available with the same type of information of other Subscribers who are all identified as the sources of the information; (b) where Subscriber makes use of a Service which identifies Subscribers individually; or (c) in an aggregate manner that does not directly or indirectly identify Subscriber as the source of the information, provided, however, that Subscriber may withdraw Subscriber’s Data from non-aggregated distribution under (a) above at any time by providing Notice to NasdaqNASDAQ OMX pursuant to the terms of Section 20, with NASDAQ OMX providing Subscriber prior notice and a reasonable opportunity to withdraw Subscriber’s Data from non-aggregated distribution prior to initial distribution.

  • iii.

    NASDAQ OMX represents and warrants that Market Data Products that include Subscriber’s Data will be made available to Subscriber, NASDAQ Members of applicable NASDAQ OMX U.S. exchanges and others on terms that are fair and reasonable, and that allow redistribution to Subscriber’s clients on terms that are not unreasonably discriminatory.


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