1 | Page U.S. SERVICES AGREEMENT THIS U.S. SERVICES AGREEMENT (“ Agreement ”), is made by and between Nasdaq, Inc., a Delaware Corporation whose principal offices are located at One Liberty Plaza, 165 Broadway, New York, NY 10006, _________________________ (“ Subscriber ”), a _______________________ corporation whose principal offices are located at _______________________________________, and each of the subsidiaries of Nasdaq, Inc. that provides any portion of the Services (as defined below) to Subscriber hereunder. Such subsidiaries may include, but are not limited to, The NASDAQ Stock Market LLC; The NASDAQ Options Market LLC; NASDAQ OMX BX, Inc. (formerly Boston Stock Exchange, Inc.); BSX Group LLC; NASDAQ OMX PHLX LLC (formerly Philadelphia Stock Exchange, Inc.); The FINRA/NASDAQ Trade Reporting Facility LLC; Nasdaq Technology Services, LLC and each of their respective successors and assigns. The Agreement is binding when executed by Subscriber provided that Subscriber executes the Agreement in accordance with Section 25.A (“ Effective Date ”). Nasdaq, Inc. and each of the subsidiaries of Nasdaq, Inc. that provides any portion of the Services (as defined below) to Subscriber hereunder are collectively referred to herein as “ Nasdaq ”.  Nasdaq and Subscriber are each individually a “ Party ” and collectively the “ Parties ”. WHEREAS, Nasdaq has developed a trading system (the “System”) for providing a trading market for the receipt, entry, cancellation, storage, display, matching, and reporting of orders in eligible securities or other financial instruments on the national securities exchanges subsidiaries of Nasdaq, Inc. (the “Nasdaq U.S. Exchanges”) and related services of pre-trade and at-trade risk tools. WHEREAS, the information, data, access, capabilities, execution services, functions, features, software, or equipment that are related to the System are each referred to herein as a “Service” and collectively comprise the “Services”, and this Agreement sets forth the terms pursuant to which Nasdaq will make available and provide such Services to Subscriber. WHEREAS, Subscriber, representing that it is eligible to do so, is desirous of gaining access to the System and one or more of the Services. NOW THEREFORE, in consideration of the premises and the mutual covenants and conditions herein contained, the Parties, intending to be legally bound, agree as follows: Section 1 . Agreement to Provide Products and Services; Compliance with Nasdaq Requirements; Subscriber Warranty . A. Nasdaq agrees to provide to Subscriber the Services made available by the System solely through Authorized Devices (as defined herein) and in accordance with the terms of this Agreement. B. The terms and conditions of this Agreement shall govern Nasdaq’s provision of the Services, and each portion thereof, and Subscriber’s right to receive the Services. “ Nasdaq Requirements ” shall mean: (i) the rules, regulations, interpretations, decisions, opinions, orders and other requirements of the Securities and Exchange Commission (“ SEC ”); (ii) the applicable rules, regulations, bylaws, board resolutions, disciplinary decisions, and rule interpretations of self-regulatory organizations; (iii) the applicable corporation formation documents, bylaws, and board resolutions of Nasdaq; (iv) Nasdaq’s operating procedures, specifications, requirements, and other documented terms that are regulatory or technical in nature (including, but not limited to, user guides) published on the Nasdaq Trader website located at www.nasdaqtrader.com (“ Nasdaq Trader ”) or another Nasdaq website accessible by and made known to Subscriber; (v) Applicable Law (as defined below); and (vi) the successors, as they may exist at the time, of the components of the Nasdaq Requirements. “ Applicable Law ” shall mean all applicable laws, statutes, rules, regulations, orders, decisions, interpretations, opinions, and other requirements, whether promulgated by the United States or any other applicable jurisdiction (including in the area of intellectual property) as they may be amended from time to time. 

Nasdaq Service Agreement.pdf

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