USER AGREEMENT FOR SPONSORED ACCESS TO THE NASDAQ STOCK MARKET LLC ™ This User Agreement (“Agreement”) for Sponsored Access to the NASDAQ Stock Market LLC (“NASDAQ”), dated as of the date executed by Sponsoring Member, is an agreement made by and among NASDAQ, the Member sponsoring access to NASDAQ (“Sponsoring Member”), and the sponsored person (“Sponsored Participant”). Section 1. Purpose. The purpose of this Agreement is to set forth the obligations and responsibilities of the parties with respect to all activities of a Sponsored Participant. The Sponsoring Member has executed a NASDAQ OMX U.S. Services Agreement (“Services Agreement”) with NASDAQ. This Agreement does not modify or amend the Services Agreement . Section 2. Access by Sponsored Participant. A Sponsoring Member may provide a Sponsored Participant authorized access to NASDAQ. Sponsoring Member agrees to allow Sponsored Participant to conduct activity and effect transactions in NASDAQ in the name of the Sponsoring Member. Sponsored Participant accesses the NASDAQ System through the use of a unique market participant identifier associated with the Sponsoring Member. Access by Sponsored Participant is available only to the extent authorized by the Sponsoring Member. Only representatives of a Sponsoring Member may speak with NASDAQ Market Operations about its Sponsored Participant’s activity, transactions and any additional services rendered. Section 3. Sponsoring Member Customer Agreement with Sponsored Participant. Sponsoring Member agrees to enter into a Customer Agreement with each Sponsored Participant establishing proper relationship(s) and account(s) through which the Sponsored Participant may trade on NASDAQ. Section 4. Sponsoring Member and Sponsored Participant User Agreement with NASDAQ. In order for the Sponsored Participant to obtain and maintain access to NASDAQ, Sponsoring Member and its Sponsored Participant agree to comply with the sponsorship provisions of NASDAQ Rule 4611(d)(2) (attached). In addition, Sponsored Participant understands and agrees that it is not a customer of NASDAQ as a result of its access to NASDAQ services provided through the Sponsoring Member. Section 5. Designation of Sponsored Participant. Sponsoring Member must designate the Sponsored Participant by name below. Section 6. Termination. Sponsoring Member understands and agrees that it is its responsibility to immediately notify NASDAQ Subscriber Services in the event that Sponsoring Member terminates this sponsored access arrangement
Sponsoring Member’s Name:
________________________________________
A signature is required by a CRD-registered principal of the firm. Signature: _________________________________________________________ Print Name: ________________________________________________________ Title: ______________________________________________________________ Date: ______________________________________________________________
Updated: 11/6/08
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Sponsored Participant’s Name: __________________________________ Signature: __________________________________ Print Name: __________________________________ Title: ___________________________________ Date: ___________________________________
The NASDAQ Stock Market, Inc. (“NASDAQ”)
Brian K. Hyndman Title: Senior Vice President NTS Sales & Support
NASDAQ Rule 4611(d)
Updated: 11/6/08
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(d) Sponsored Participants. A Sponsored Participant may obtain authorized access to the Nasdaq Market Center only if such access is authorized in advance by one or more Nasdaq members as follows: (1) Sponsored Participants must enter into and maintain customer agreements with one or more Sponsoring Members establishing proper relationship(s) and account(s) through which the Sponsored Participant may trade on the Nasdaq Market Center. Such customer agreement(s) must incorporate the Sponsorship Provisions set forth in paragraph (2) below. (2) For a Sponsored Participant to obtain and maintain authorized access to the Nasdaq Market Center, a Sponsored Participant and its Sponsoring Member must agree in writing to the following Sponsorship Provisions: (A) Sponsored Participant and its Sponsoring Member must have entered into and maintained a User Agreement with The NASDAQ Stock Market LLC. The Sponsoring Member must designate the Sponsored Participant by name in its User Agreement as such. (B) Sponsoring Member acknowledges and agrees that (i) All orders entered by the Sponsored Participants and any person acting on behalf of or in the name of such Sponsored Participant and any executions occurring as a result of such orders are binding in all respects on the Sponsoring Member and (ii) Sponsoring Member is responsible for any and all actions taken by such Sponsored Participant and any person acting on behalf of or in the name of such Sponsored Participant. (C) Sponsoring Member shall comply with the Nasdaq Certificate of Incorporation, Bylaws, Rules and procedures with regard to the Nasdaq Market Center and Sponsored Participant shall comply with Nasdaq Certificate of Incorporation, Bylaws, Rules and procedures with regard to the Nasdaq Market Center, as if Sponsored Participant were a Nasdaq Member. (D) Sponsored Participant shall maintain, keep current and provide to the Sponsoring Member a list of individuals authorized to obtain access to the Nasdaq Market Center on behalf of the Sponsored Participant. (E) Sponsored Participant shall familiarize its authorized individuals with all of the Sponsored Participant's obligations under this Rule and will assure that they receive appropriate training prior to any use or access to the Nasdaq Market Center. (F) Sponsored Participant may not permit anyone other than authorized individuals to use or obtain access to the Nasdaq Market Center. (G) Sponsored Participant shall take reasonable security precautions to prevent unauthorized use or access to the Nasdaq Market Center, including unauthorized entry of information into the Nasdaq Market Center, or the information and data made available therein. Sponsored Participant understands and agrees that Sponsored Participant is responsible for any and all orders, trades and other messages and instructions entered, transmitted or received under identifiers, passwords and security codes of authorized individuals, and for the trading and other consequences thereof. (H) Sponsored Participant acknowledges its responsibility to establish adequate procedures and controls that permit it to effectively monitor its employees', agents' and customers' use and access to the Nasdaq Market Center for compliance with the terms of this agreement. (I) Sponsored Participant shall pay when due all amounts, if any, payable to Sponsoring Member, Nasdaq, or any other third parties that arise from the Sponsored Participant's access to and use of the Nasdaq Market Center. Such amounts include, but are not limited to applicable exchange and regulatory fees. (3) The Sponsoring Member must provide Nasdaq with a Notice of Consent acknowledging its responsibility for the orders, executions and actions of its Sponsored Participant at issue.
Updated: 11/6/08
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