Additional Indemnification; Limitation of Liability. A. Subject to Section 2 of this Exhibit, USBGFS CANNOT AND DOES NOT GUARANTEE AVAILABILITY OF THE ELECTRONIC SERVICES. Accordingly, USBGFS’ sole liability to the Trust or any third party (including End Users) for any claims, notwithstanding the form of such claims (e.g., contract, negligence, or otherwise), arising out of the delay of or interruption in the Electronic Services to be provided by USBGFS hereunder shall be to use its best efforts to commence or resume the Electronic Services as promptly as is reasonably possible, so long as the delay or interruption was not the proximate result of USBGFS’s gross negligence or willful misconduct. B. USBGFS shall, at its sole cost and expense, defend, indemnify, and hold harmless the Trust and its trustees, officers, agents, and employees from and against any and all claims, demands, losses, expenses and liabilities of any and every nature (including reasonable attorneys’ fees) arising out of or relating to any infringement, or claim of infringement, of any United States patent, trademark, copyright, trade secret, or other proprietary rights based on the use or potential use of the Electronic Services. C. If an injunction is issued against the Trust’s use of the Electronic Services by reason of infringement of a patent, copyright, trademark, or other proprietary rights of a third party, USBGFS shall, at its own option and expense, either (i) procure for the Trust the right to continue to use the Electronic Services on substantially the same terms and conditions as specified hereunder, or (ii) after notification to the Trust, replace or modify the Electronic Services so that they become non-infringing, provided that, in the Trust’s judgment, such replacement or modification does not materially and adversely affect the performance of the Electronic Services or significantly lessen their utility to the Trust. If in the Trust’s judgment, such replacement or modification does materially adversely affect the performance of the Electronic Services or significantly lessen their utility to the Trust, the Trust may terminate all rights and responsibilities under this Exhibit G immediately on written notice to USBGFS. D. Because the ability of USBGFS to deliver Electronic Services is dependent upon the Internet and equipment, software, systems, data and services provided by various telecommunications carriers, equipment manufacturers, firewall providers and encryption system developers and other vendors and third parties, USBGFS shall not be liable for delays or failures to perform its obligations hereunder to the extent that such delays or failures are attributable to circumstances beyond its reasonable control which interfere with the delivery of the Electronic Services by means of the Internet or any of the equipment, software and services which support the Internet provided by such third parties. USBGFS shall also not be liable for the actions or omissions of any third party wrongdoers (i.e., hackers not employed by USBGFS or its affiliates) that cause a disruption of the Electronic Services, unless USBGFS did not exercise reasonable care in following commercial standards to protect the Electronic Services. E. USBGFS shall not be responsible for the accuracy of input material from End Users nor the resultant output derived from inaccurate input. F. Certain Electronic Services may permit the Trust to provision End Users. If the Trust undertakes to provision End Users, the Trust shall be solely responsible for providing access to End Users, removing access for End Users, and for maintaining appropriate safeguards over access credentials for End Users. USBGFS shall not be responsible for any unauthorized or improper use of the Electronic Services by such End Users or by any other person accessing the Electronic Services through the action or inaction of the Trust or such End Users. G. Notwithstanding anything to the contrary contained herein, USBGFS shall not be obligated to ensure or verify the accuracy or actual receipt, or the transmission, of any data or information contained in any transaction via the Electronic Services or the consummation of any inquiry or transaction request not actually reviewed by USBGFS. USBGFS is entitled to reasonably presume that all information and transaction requests submitted through the Electronic Services are genuine in the absence of actual information to the contrary. USBGFS will not be liable for any loss, liability, cost or expense for reasonably following instructions communicated through the Electronic Services, including fraudulent or unauthorized instructions.
Appears in 2 contracts
Sources: Fund Servicing Agreement (LibreMax Asset-Backed Income Fund), Fund Servicing Agreement (Rockefeller Municipal Opportunities Fund)
Additional Indemnification; Limitation of Liability. A. Subject to Section 2 of this Exhibit, USBGFS USBFS CANNOT AND DOES NOT GUARANTEE AVAILABILITY OF THE ELECTRONIC SERVICES. Accordingly, USBGFS’ USBFS's sole liability to the Trust Adviser or any third party (including End Users) for any claims, notwithstanding the form of such claims (e.g., contract, negligence, or otherwise), arising out of the delay of or interruption in the Electronic Services provided or to be provided by USBGFS USBFS hereunder shall be to use its best reasonable efforts to commence or resume the Electronic Services as promptly as is reasonably possible, so long as the delay or interruption was not the proximate result of USBGFS’s gross negligence or willful misconduct.
B. USBGFS . USBFS shall, at its sole cost and expense, defend, indemnify, and hold harmless the Trust Funds, its affiliates, their respective assigns, and its trusteestheir respective officers, officersDirectors, employees, agents, and employees representatives, from and against any and all claims, demandsactions, lossessuits, expenses proceedings, costs, expenses, damages and liabilities of any and every nature (liabilities, including without limitation, reasonable attorneys’ fees) ' fees and expenses arising out of or relating to (a) any infringement, or claim of infringement, of any United States patent, trademark, copyright, trade secret, or other proprietary rights based on the use or potential use of the Electronic Services, (b) USBFS's negligence, intentional wrongful acts and willful misconduct in the performance of its services hereunder, and (c) the provision of confidential information of any End User to a person other than a person who has provided proper identification for such End User as specified in Section 1(C) above.
C. B. If an injunction is issued shall be obtained against the Trust’s Funds' use of the Electronic Services by reason reasons of infringement of a patent, copyright, trademark, or other proprietary rights of a third party, USBGFS USBFS shall, at its own option and expense, either (i) procure for the Trust Funds the right to continue to use the Electronic Services on substantially the same terms and conditions as specified hereunderin this Agreement, or (ii) after notification to the TrustFunds, replace or modify the Electronic Services so that they become non-infringingnoninfringing, provided that, in the Trust’s Funds' sole judgment, such replacement or modification does not materially and adversely affect the performance of the Electronic Services or significantly lessen their utility to the TrustFunds. If in the Trust’s Funds' sole judgment, such replacement or modification does materially adversely affect the performance of the Electronic Services or significantly lessen their utility to the TrustFunds, the Trust Funds may terminate all rights and responsibilities under this Exhibit G Agreement immediately on written notice to USBGFSUSBFS.
D. Because the ability of USBGFS to deliver Electronic Services is dependent upon the Internet C. Each party hereto shall be excused from performance hereunder for any period and equipment, software, systems, data and services provided by various telecommunications carriers, equipment manufacturers, firewall providers and encryption system developers and other vendors and third parties, USBGFS shall not be liable for delays or failures to perform its obligations hereunder to the extent that such delays it is prevented from performing any services pursuant hereto, in whole or failures are attributable to circumstances in part, as a result of unforeseen events beyond its reasonable the control which interfere with the delivery and without fault or negligence of the Electronic Services party including, without limitation, delays caused by means the other party or an act of God, war, civil disturbance, court order, labor dispute or third party nonperformance, and such nonperformance shall not be a default hereunder or grounds for termination hereof so long as the nonperforming party shall undertake all reasonable efforts to rectify the situation that is the cause of the Internet or any of the equipment, software and services which support the Internet provided by such third parties. USBGFS shall also not be liable for the actions or omissions of any third party wrongdoers (i.e., hackers not employed by USBGFS or its affiliates) that cause a disruption of the Electronic Services, unless USBGFS did not exercise reasonable care in following commercial standards to protect the Electronic Servicesnonperformance.
E. USBGFS D. USBFS shall not be responsible for the accuracy of input material from End Users nor the resultant output derived from inaccurate input. The accuracy of input and output shall be judged as received at USBFS's data center as determined by the records maintained by USBFS.
F. Certain Electronic Services may permit the Trust to provision End Users. If the Trust undertakes to provision End Users, the Trust shall be solely responsible for providing access to End Users, removing access for End Users, and for maintaining appropriate safeguards over access credentials for End Users. USBGFS shall not E. In no event will either party be responsible for any unauthorized special, incidental, indirect, or improper use consequential damages that the other party may incur or experience on account of entering into, relying on, or performing this Agreement, regardless of whether the damages are founded in contract, negligence, or other form of action, even if such party has been advised of the Electronic Services by possibility of such End Users or by any other person accessing damages. Without limiting the Electronic Services through the action or inaction generality of the Trust or such End Users.
G. Notwithstanding anything to the contrary contained hereinforegoing, USBGFS neither party shall not be obligated to ensure or verify the accuracy or actual receipt, or the transmission, of any data or information contained in any transaction via the Electronic Services or the consummation of any inquiry or transaction request not actually reviewed by USBGFS. USBGFS is entitled to reasonably presume that all information and transaction requests submitted through the Electronic Services are genuine in the absence of actual information to the contrary. USBGFS will not be liable for any losslost profits, liabilitylost business, cost or expense for reasonably following instructions communicated through lost goodwill of the Electronic Services, including fraudulent or unauthorized instructionsother party.
Appears in 2 contracts
Sources: Master Services Agreement (Buffalo Funds), Master Services Agreement (Buffalo Usa Global Fund Inc)
Additional Indemnification; Limitation of Liability. A. Subject to Section 2 of this Exhibit, USBGFS USBFS CANNOT AND DOES NOT GUARANTEE AVAILABILITY OF THE ELECTRONIC INFORMA SERVICES. Accordingly, USBGFS’ USBFS’s sole liability to the Trust or any third party (including End Users) for any claims, notwithstanding the form of such claims (e.g., contract, negligence, or otherwise), arising out of the delay of or interruption in the Electronic INFORMA Services to be provided by USBGFS USBFS hereunder shall be to use its best reasonable efforts to commence or resume the Electronic INFORMA Services as promptly as is reasonably possible, so long as the delay or interruption was not the proximate result of USBGFS’s gross negligence or willful misconduct.
B. USBGFS USBFS shall, at its sole cost and expense, defend, indemnify, and hold harmless the Trust and its trustees, officers, agents, officers and employees from and against any and all claims, demands, losses, expenses and expenses, damages or liabilities of any and every nature (nature, including reasonable attorneys’ fees) , arising out of or relating to (a) any infringement, or claim of infringement, of any United States patent, trademark, copyright, trade secret, or other proprietary rights based on the use or potential use of INFORMA Services and (b) the Electronic Servicesprovision of the Trust Files (as defined below) or Confidential Information (as defined below) to a person other than a person to whom such information may be properly disclosed hereunder.
C. If an injunction is issued against the Trust’s and Users’ use of the Electronic INFORMA Services by reason of infringement of a patent, copyright, trademark, or other proprietary rights of a third party, USBGFS USBFS shall, at its own option and expense, either (i) procure for the Trust and Users the right to continue to use the Electronic INFORMA Services on substantially the same terms and conditions as specified hereunder, or (ii) after notification to the Trust, replace or modify the Electronic INFORMA Services so that they become non-infringing, provided that, in the Trust’s judgment, such replacement or modification does not materially and adversely affect the performance of the Electronic INFORMA Services or significantly lessen their utility to the TrustTrust and Users. If in the Trust’s judgment, such replacement or modification does materially adversely affect the performance of the Electronic INFORMA Services or significantly lessen their utility to the TrustTrust and Users, the Trust may terminate all rights and responsibilities under this Exhibit G E immediately on written notice to USBGFSUSBFS.
D. Because the ability of USBGFS USBFS to deliver Electronic INFORMA Services is dependent upon the Internet and equipment, software, systems, data and services provided by various telecommunications carriers, equipment manufacturers, firewall providers and encryption system developers and other vendors and third parties, USBGFS including DST, USBFS shall not be liable for delays or failures to perform its obligations hereunder to the extent that such delays or failures are attributable to circumstances beyond its reasonable control which interfere with the delivery of the Electronic INFORMA Services by means of the Internet or any of the equipment, software and services which support the Internet provided by such third parties. USBGFS USBFS shall also not be liable for the actions or omissions of any third party wrongdoers (i.e., hackers not employed by USBGFS USBFS or its affiliates) that cause a disruption or of the Electronic Services, unless USBGFS did not exercise reasonable care in following commercial standards to protect the Electronic any third parties involved with INFORMA Services.
E. USBGFS The Trust and Users are responsible for verifying the accuracy and receipt of all data or information made available via INFORMA Services. The Trust is responsible for advising Users of their responsibilities to promptly notify the Trust’s transfer agent of any errors or inaccuracies relating to data or other information made available via INFORMA Services with respect to the Trust’s shareholders.
F. USBFS shall not be responsible for the accuracy of input material from End Users and the Trust’s record-keeping systems maintained by third parties nor the resultant output derived from inaccurate input.
F. Certain Electronic Services may permit the Trust to provision End Users. If the Trust undertakes to provision End Users, the Trust The accuracy of input and output shall be solely responsible for providing access to End Users, removing access for End Users, and for maintaining appropriate safeguards over access credentials for End Users. USBGFS shall not be responsible for any unauthorized or improper use of judged as received at USBFS’ data center as determined by the Electronic Services records maintained by such End Users or by any other person accessing the Electronic Services through the action or inaction of the Trust or such End UsersUSBFS.
G. Notwithstanding anything to the contrary contained herein, USBGFS shall not be obligated to ensure or verify the accuracy or actual receipt, or the transmission, of any data or information contained in any transaction via the Electronic Services or the consummation of any inquiry or transaction request not actually reviewed by USBGFS. USBGFS is entitled to reasonably presume that all information and transaction requests submitted through the Electronic Services are genuine in the absence of actual information to the contrary. USBGFS will not be liable for any loss, liability, cost or expense for reasonably following instructions communicated through the Electronic Services, including fraudulent or unauthorized instructions.
Appears in 1 contract
Sources: Transfer Agent Servicing Agreement (Mairs & Power Funds Trust)
Additional Indemnification; Limitation of Liability. A. Subject to Section 2 of this Exhibit, USBGFS USBFS CANNOT AND DOES NOT GUARANTEE AVAILABILITY OF THE ELECTRONIC INFORMA SERVICES. Accordingly, USBGFS’ USBFS’s sole liability to the Trust or any third party (including End Users) for any claims, notwithstanding the form of such claims (e.g., contract, negligence, or otherwise), arising out of the delay of or interruption in the Electronic INFORMA Services to be provided by USBGFS USBFS hereunder shall be to use its best reasonable efforts to commence or resume the Electronic INFORMA Services as promptly as is reasonably possible, so long as the delay or interruption was not the proximate result of USBGFS’s gross negligence or willful misconduct.
B. USBGFS USBFS shall, at its sole cost and expense, defend, indemnify, and hold harmless the Trust and its trustees, officers, agents, officers and employees from and against any and all claims, demands, losses, expenses and expenses, damages or liabilities of any and every nature (nature, including reasonable attorneys’ fees) , arising out of or relating to (a) any infringement, or claim of infringement, of any United States patent, trademark, copyright, trade secret, or other proprietary rights based on the use or potential use of INFORMA Services and (b) the Electronic Services.provision of the Trust Files (as defined below) or Confidential Information (as defined below) to a person other than a person to whom such information may be properly disclosed hereunder. FundX
C. If an injunction is issued against the Trust’s and Users’ use of the Electronic INFORMA Services by reason of infringement of a patent, copyright, trademark, or other proprietary rights of a third party, USBGFS USBFS shall, at its own option and expense, either (i) procure for the Trust and Users the right to continue to use the Electronic INFORMA Services on substantially the same terms and conditions as specified hereunder, or (ii) after notification to the Trust, replace or modify the Electronic INFORMA Services so that they become non-infringing, provided that, in the Trust’s judgment, such replacement or modification does not materially and adversely affect the performance of the Electronic INFORMA Services or significantly lessen their utility to the TrustTrust and Users. If in the Trust’s judgment, such replacement or modification does materially adversely affect the performance of the Electronic INFORMA Services or significantly lessen their utility to the TrustTrust and Users, the Trust may terminate all rights and responsibilities under this Exhibit G C immediately on written notice to USBGFSUSBFS.
D. Because the ability of USBGFS USBFS to deliver Electronic INFORMA Services is dependent upon the Internet and equipment, software, systems, data and services provided by various telecommunications carriers, equipment manufacturers, firewall providers and encryption system developers and other vendors and third parties, USBGFS including DST, USBFS shall not be liable for delays or failures to perform its obligations hereunder to the extent that such delays or failures are attributable to circumstances beyond its reasonable control which interfere with the delivery of the Electronic INFORMA Services by means of the Internet or any of the equipment, software and services which support the Internet provided by such third parties. USBGFS USBFS shall also not be liable for the actions or omissions of any third party wrongdoers (i.e., hackers not employed by USBGFS USBFS or its affiliates) that cause a disruption or of the Electronic Services, unless USBGFS did not exercise reasonable care in following commercial standards to protect the Electronic any third parties involved with INFORMA Services.
E. USBGFS The Trust and Users are responsible for verifying the accuracy and receipt of all data or information made available via INFORMA Services. The Trust is responsible for advising Users of their responsibilities to promptly notify the Trust’s transfer agent of any errors or inaccuracies relating to data or other information made available via INFORMA Services with respect to the Trust’s shareholders.
F. USBFS shall not be responsible for the accuracy of input material from End Users and the Trust’s record-keeping systems maintained by third parties nor the resultant output derived from inaccurate input.
F. Certain Electronic Services may permit the Trust to provision End Users. If the Trust undertakes to provision End Users, the Trust The accuracy of input and output shall be solely responsible for providing access to End Users, removing access for End Users, and for maintaining appropriate safeguards over access credentials for End Usersjudged as received at USBFS’ data center as determined by the records maintained by USBFS. USBGFS shall not be responsible for any unauthorized or improper use of the Electronic Services by such End Users or by any other person accessing the Electronic Services through the action or inaction of the Trust or such End Users.
G. Notwithstanding anything to the contrary contained herein, USBGFS shall not be obligated to ensure or verify the accuracy or actual receipt, or the transmission, of any data or information contained in any transaction via the Electronic Services or the consummation of any inquiry or transaction request not actually reviewed by USBGFS. USBGFS is entitled to reasonably presume that all information and transaction requests submitted through the Electronic Services are genuine in the absence of actual information to the contrary. USBGFS will not be liable for any loss, liability, cost or expense for reasonably following instructions communicated through the Electronic Services, including fraudulent or unauthorized instructions.FundX
Appears in 1 contract
Sources: Transfer Agent Servicing Agreement (FundX Investment Trust)
Additional Indemnification; Limitation of Liability. A. Subject to Section 2 of this Exhibit, USBGFS CANNOT AND DOES NOT GUARANTEE AVAILABILITY OF THE ELECTRONIC SERVICES. Accordingly, USBGFS’ sole liability to the Trust or any third party (including End Users) for any claims, notwithstanding the form of such claims (e.g., contract, negligence, or otherwise), arising out of the delay of or interruption in the Electronic Services to be provided by USBGFS hereunder shall be to use its best efforts to commence or resume the Electronic Services as promptly as is reasonably possible, so long as the delay or interruption was not the proximate result of USBGFS’s gross negligence or willful misconduct.
B. USBGFS shall, at its sole cost and expense, defend, indemnify, and hold harmless the Trust and its their trustees, officers, agents, and employees from and against any and all claims, demands, losses, expenses and liabilities of any and every nature (including reasonable attorneys’ fees) arising out of or relating to any infringement, or claim of infringement, of any United States patent, trademark, copyright, trade secret, or other proprietary rights based on the use or potential use of the Electronic Services.
C. If an injunction is issued against the Trust’s use of the Electronic Services by reason of infringement of a patent, copyright, trademark, or other proprietary rights of a third party, USBGFS shall, at its own option and expense, either (i) procure for the Trust the right to continue to use the Electronic Services on substantially the same terms and conditions as specified hereunder, or (ii) after notification to the Trust, replace or modify the Electronic Services so that they become non-infringing, provided that, in the Trust’s judgment, such replacement or modification does not materially and adversely affect the performance of the Electronic Services or significantly lessen their utility to the Trust. If in the Trust’s judgment, such replacement or modification does materially adversely affect the performance of the Electronic Services or significantly lessen their utility to the Trust, the Trust may terminate all rights and responsibilities under this Exhibit G immediately on written notice to USBGFS.
D. Because the ability of USBGFS to deliver Electronic Services is dependent upon the Internet and equipment, software, systems, data and services provided by various telecommunications carriers, equipment manufacturers, firewall providers and encryption system developers and other vendors and third parties, USBGFS shall not be liable for delays or failures to perform its obligations hereunder to the extent that such delays or failures are attributable to circumstances beyond its reasonable control which interfere with the delivery of the Electronic Services by means of the Internet or any of the equipment, software and services which support the Internet provided by such third parties. USBGFS shall also not be liable for the actions or omissions of any third party wrongdoers (i.e., hackers not employed by USBGFS or its affiliates) that cause a disruption of the Electronic Services, unless USBGFS did not exercise reasonable care in following commercial standards to protect the Electronic Services.
E. USBGFS shall not be responsible for the accuracy of input material from End Users nor the resultant output derived from inaccurate input.
F. Certain Electronic Services may permit the Trust to provision End Users. If the Trust undertakes to provision End Users, the Trust shall be solely responsible for providing access to End Users, removing access for End Users, and for maintaining appropriate safeguards over access credentials for End Users. USBGFS shall not be responsible for any unauthorized or improper use of the Electronic Services by such End Users or by any other person accessing the Electronic Services through the action or inaction of the Trust or such End Users.
G. Notwithstanding anything to the contrary contained herein, USBGFS shall not be obligated to ensure or verify the accuracy or actual receipt, or the transmission, of any data or information contained in any transaction via the Electronic Services or the consummation of any inquiry or transaction request not actually reviewed by USBGFS. USBGFS is entitled to reasonably presume that all information and transaction requests submitted through the Electronic Services are genuine in the absence of actual information to the contrary. USBGFS will not be liable for any loss, liability, cost or expense for reasonably following instructions communicated through the Electronic Services, including fraudulent or unauthorized instructions.
Appears in 1 contract
Sources: Fund Servicing Agreement (Privacore VPC Asset Backed Credit Fund)
Additional Indemnification; Limitation of Liability. A. Subject to Section 2 of this Exhibit, USBGFS CANNOT AND DOES NOT GUARANTEE AVAILABILITY OF THE ELECTRONIC SERVICES. Accordingly, USBGFS’ sole liability to the Trust Trust, a Fund, or any third party (including End Users) for any claims, notwithstanding the form of such claims (e.g., contract, negligence, or otherwise), arising out of the delay of or interruption in the Electronic Services to be provided by USBGFS hereunder shall be to use its best efforts to commence or resume the Electronic Services as promptly as is reasonably possible, so long as the delay or interruption was not the proximate result of USBGFS’s gross negligence or willful misconduct.
B. USBGFS shall, at its sole cost and expense, defend, indemnify, and hold harmless the Trust Trust, each Fund and its their trustees, officers, agents, and employees from and against any and all claims, demands, losses, expenses and liabilities of any and every nature (including reasonable attorneys’ fees) arising out of or relating to any infringement, or claim of infringement, of any United States patent, trademark, copyright, trade secret, or other proprietary rights based on the use or potential use of the Electronic Services.
C. If an injunction is issued against the TrustTrust or a Fund’s use of the Electronic Services by reason of infringement of a patent, copyright, trademark, or other proprietary rights of a third party, USBGFS shall, at its own option and expense, either (i) procure for the Trust or Fund the right to continue to use the Electronic Services on substantially the same terms and conditions as specified hereunder, or (ii) after notification to the TrustTrust or Fund, replace or modify the Electronic Services so that they become non-infringing, provided that, in the Trust’s judgment, such replacement or modification does not materially and adversely affect the performance of the Electronic Services or significantly lessen their utility to the TrustFund. If in the Trust’s judgment, such replacement or modification does materially adversely affect the performance of the Electronic Services or significantly lessen their utility to the TrustTrust or Fund, the Trust may terminate all rights and responsibilities under this Exhibit G H immediately on written notice to USBGFS.
D. Because the ability of USBGFS to deliver Electronic Services is dependent upon the Internet and equipment, software, systems, data and services provided by various telecommunications carriers, equipment manufacturers, firewall providers and encryption system developers and other vendors and third parties, USBGFS shall not be liable for delays or failures to perform its obligations hereunder to the extent that such delays or failures are attributable to circumstances beyond its reasonable control which interfere with the delivery of the Electronic Services by means of the Internet or any of the equipment, software and services which support the Internet provided by such third parties. USBGFS shall also not be liable for the actions or omissions of any third party wrongdoers (i.e., hackers not employed by USBGFS or its affiliates) that cause a disruption of the Electronic Services, unless USBGFS did not exercise reasonable care in following commercial standards to protect the Electronic Services.
E. USBGFS shall not be responsible for the accuracy of input material from End Users nor the resultant output derived from inaccurate input.
F. Certain Electronic Services may permit the Trust or the Fund to provision End Users. If the Trust undertakes or the Fund undertake to provision End Users, the Trust or the Fund, as applicable, shall be solely responsible for providing access to End Users, removing access for End Users, and for maintaining appropriate safeguards over access credentials for End Users. USBGFS shall not be responsible for any unauthorized or improper use of the Electronic Services by such End Users or by any other person accessing the Electronic Services through the action or inaction of the Trust Trust, the Fund, or such End Users.
G. Notwithstanding anything to the contrary contained herein, USBGFS shall not be obligated to ensure or verify the accuracy or actual receipt, or the transmission, of any data or information contained in any transaction via the Electronic Services or the consummation of any inquiry or transaction request not actually reviewed by USBGFS. USBGFS is entitled to reasonably presume that all information and transaction requests submitted through the Electronic Services are genuine in the absence of actual information to the contrary. USBGFS will not be liable for any loss, liability, cost or expense for reasonably following instructions communicated through the Electronic Services, including fraudulent or unauthorized instructions.
Appears in 1 contract
Additional Indemnification; Limitation of Liability. A. Subject to Section 2 of this Exhibit, USBGFS CANNOT AND DOES NOT GUARANTEE AVAILABILITY OF THE ELECTRONIC SERVICES. Accordingly, USBGFS’ sole liability to the Trust Company or any third party (including End Users) for any claims, notwithstanding the form of such claims (e.g., contract, negligence, or otherwise), arising out of the delay of or interruption in the Electronic Services to be provided by USBGFS hereunder shall be to use its best efforts to commence or resume the Electronic Services as promptly as is reasonably possible, so long as the delay or interruption was not the proximate result of USBGFS’s gross negligence or willful misconduct.
B. USBGFS shall, at its sole cost and expense, defend, indemnify, and hold harmless the Trust Company and its trusteesdirectors, officers, agents, and employees from and against any and all claims, demands, losses, expenses and liabilities of any and every nature (including reasonable attorneys’ fees) arising out of or relating to any infringement, or claim of infringement, of any United States patent, trademark, copyright, trade secret, or other proprietary rights based on the use or potential use of the Electronic Services.
C. If an injunction is issued against the TrustCompany’s use of the Electronic Services by reason of infringement of a patent, copyright, trademark, or other proprietary rights of a third party, USBGFS shall, at its own option and expense, either (i) procure for the Trust Company the right to continue to use the Electronic Services on substantially the same terms and conditions as specified hereunder, or (ii) after notification to the TrustCompany, replace or modify the Electronic Services so that they become non-infringing, provided that, in the TrustCompany’s judgment, such replacement or modification does not materially and adversely affect the performance of the Electronic Services or significantly lessen their utility to the TrustCompany. If in the TrustCompany’s judgment, such replacement or modification does materially adversely affect the performance of the Electronic Services or significantly lessen their utility to the TrustCompany, the Trust Company may terminate all rights and responsibilities under this Exhibit G D immediately on written notice to USBGFS.
D. Because the ability of USBGFS to deliver Electronic Services is dependent upon the Internet and equipment, software, systems, data and services provided by various telecommunications carriers, equipment manufacturers, firewall providers and encryption system developers and other vendors and third parties, USBGFS shall not be liable for delays or failures to perform its obligations hereunder to the extent that such delays or failures are attributable to circumstances beyond its reasonable control which interfere with the delivery of the Electronic Services by means of the Internet or any of the equipment, software and services which support the Internet provided by such third parties. USBGFS shall also not be liable for the actions or omissions of any third party wrongdoers (i.e., hackers not employed by USBGFS or its affiliates) that cause a disruption of the Electronic Services, unless USBGFS did not exercise reasonable care in following commercial standards to protect the Electronic Services.
E. USBGFS shall not be responsible for the accuracy of input material from End Users nor the resultant output derived from inaccurate input.
F. Certain Electronic Services may permit the Trust to provision End Users. If the Trust undertakes to provision End Users, the Trust shall be solely responsible for providing access to End Users, removing access for End Users, and for maintaining appropriate safeguards over access credentials for End Users. USBGFS shall not be responsible for any unauthorized or improper use of the Electronic Services by such End Users or by any other person accessing the Electronic Services through the action or inaction of the Trust or such End Users.
G. Notwithstanding anything to the contrary contained herein, USBGFS shall not be obligated to ensure or verify the accuracy or actual receipt, or the transmission, of any data or information contained in any transaction via the Electronic Services or the consummation of any inquiry or transaction request not actually reviewed by USBGFS. USBGFS is entitled to reasonably presume that all information and transaction requests submitted through the Electronic Services are genuine in the absence of actual information to the contrary. USBGFS will not be liable for any loss, liability, cost or expense for reasonably following instructions communicated through the Electronic Services, including fraudulent or unauthorized instructions.
Appears in 1 contract
Additional Indemnification; Limitation of Liability. A. Subject to Section 2 of this Exhibit, USBGFS CANNOT AND DOES NOT GUARANTEE AVAILABILITY OF THE ELECTRONIC SERVICES. Accordingly, USBGFS’ sole liability to the Trust Trust, a Fund, or any third party (including End Users) for any claims, notwithstanding the form of such claims (e.g., contract, negligence, or otherwise), arising out of the delay of or interruption in the Electronic Services to be provided by USBGFS hereunder shall be to use its best efforts to commence or resume the Electronic Services as promptly as is reasonably possible, so long as the delay or interruption was not the proximate result of USBGFS’s gross negligence or willful misconduct.
B. USBGFS shall, at its sole cost and expense, defend, indemnify, and hold harmless the Trust Trust, each Fund and its their trustees, officers, agents, and employees from and against any and all claims, demands, losses, expenses and liabilities of any and every nature (including reasonable attorneys’ fees) arising out of or relating to any infringement, or claim of infringement, of any United States patent, trademark, copyright, trade secret, or other proprietary rights based on the use or potential use of the Electronic Services.
C. If an injunction is issued against the TrustTrust or a Fund’s use of the Electronic Services by reason of infringement of a patent, copyright, trademark, or other proprietary rights of a third party, USBGFS shall, at its own option and expense, either (i) procure for the Trust or Fund the right to continue to use the Electronic Services on substantially the same terms and conditions as specified hereunder, or (ii) after notification to the TrustTrust or Fund, replace or modify the Electronic Services so that they become non-infringing, provided that, in the Trust’s judgment, such replacement or modification does not materially and adversely affect the performance of the Electronic Services or significantly lessen their utility to the TrustFund. If in the Trust’s judgment, such replacement or modification does materially adversely affect the performance of the Electronic Services or significantly lessen their utility to the TrustTrust or Fund, the Trust may terminate all rights and responsibilities under this Exhibit G F immediately on written notice to USBGFS.
D. Because the ability of USBGFS to deliver Electronic Services is dependent upon the Internet and equipment, software, systems, data and services provided by various telecommunications carriers, equipment manufacturers, firewall providers 4901-7398-8200.1 and encryption system developers and other vendors and third parties, USBGFS shall not be liable for delays or failures to perform its obligations hereunder to the extent that such delays or failures are attributable to circumstances beyond its reasonable control which interfere with the delivery of the Electronic Services by means of the Internet or any of the equipment, software and services which support the Internet provided by such third parties. USBGFS shall also not be liable for the actions or omissions of any third party wrongdoers (i.e., hackers not employed by USBGFS or its affiliates) that cause a disruption of the Electronic Services, unless USBGFS did not exercise reasonable care in following commercial standards to protect the Electronic Services.
E. USBGFS shall not be responsible for the accuracy of input material from End Users nor the resultant output derived from inaccurate input.
F. Certain Electronic Services may permit the Trust or the Fund to provision End Users. If the Trust undertakes or the Fund undertake to provision End Users, the Trust or the Fund, as applicable, shall be solely responsible for providing access to End Users, removing access for End Users, and for maintaining appropriate safeguards over access credentials for End Users. USBGFS shall not be responsible for any unauthorized or improper use of the Electronic Services by such End Users or by any other person accessing the Electronic Services through the action or inaction of the Trust Trust, the Fund, or such End Users.
G. Notwithstanding anything to the contrary contained herein, USBGFS shall not be obligated to ensure or verify the accuracy or actual receipt, or the transmission, of any data or information contained in any transaction via the Electronic Services or the consummation of any inquiry or transaction request not actually reviewed by USBGFS. USBGFS is entitled to reasonably presume that all information and transaction requests submitted through the Electronic Services are genuine in the absence of actual information to the contrary. USBGFS will not be liable for any loss, liability, cost or expense for reasonably following instructions communicated through the Electronic Services, including fraudulent or unauthorized instructions.
Appears in 1 contract
Additional Indemnification; Limitation of Liability. A. Subject to Section 2 of this Exhibit, USBGFS USBFS CANNOT AND DOES NOT GUARANTEE AVAILABILITY OF THE ELECTRONIC INFORMA SERVICES. Accordingly, USBGFSUSBFS’ sole liability to the Trust or any third party (including End Users) for any claims, notwithstanding the form of such claims (e.g., contract, negligence, or otherwise), arising out of the delay of or interruption in the Electronic INFORMA Services to be provided by USBGFS USBFS hereunder shall be to use its best reasonable efforts to commence or resume the Electronic INFORMA Services as promptly as is reasonably possible, so long as the delay or interruption was not the proximate result of USBGFS’s gross negligence or willful misconduct.
B. USBGFS . USBFS shall, at its sole cost and expense, defend, indemnify, and hold harmless the Trust and its trustees, officers, agents, officers and employees from and against any and all claims, demands, losses, expenses and expenses, damages or liabilities of any and every nature (nature, including reasonable attorneys’ fees) , arising out of or relating to (a) any infringement, or claim of infringement, of any United States patent, trademark, copyright, trade secret, or other proprietary rights based on the use or potential use of INFORMA Services and (b) the Electronic Services.
C. provision of the Trust Files (as defined below) or Confidential Information (as defined below) to a person other than a person to whom such information may be properly disclosed hereunder. If an injunction is issued against the Trust’s and Users’ use of the Electronic INFORMA Services by reason of infringement of a patent, copyright, trademark, or other proprietary rights of a third party, USBGFS USBFS shall, at its own option and expense, either (i) procure for the Trust and Users the right to continue to use the Electronic INFORMA Services on substantially the same terms and conditions as specified hereunder, or (ii) after notification to the Trust, replace or modify the Electronic INFORMA Services so that they become non-infringing, provided that, in the Trust’s judgment, such replacement or modification does not materially and adversely affect the performance of the Electronic INFORMA Services or significantly lessen their utility to the TrustTrust and Users. If in the Trust’s judgment, such replacement or modification does materially adversely affect the performance of the Electronic INFORMA Services or significantly lessen their utility to the TrustTrust and Users, the Trust may terminate all rights and responsibilities under this Exhibit G C immediately on written notice to USBGFS.
D. USBFS. Because the ability of USBGFS USBFS to deliver Electronic INFORMA Services is dependent upon the Internet and equipment, software, systems, data and services provided by various telecommunications carriers, equipment manufacturers, firewall providers and encryption system developers and other vendors and third parties, USBGFS including DST, USBFS shall not be liable for delays or failures to perform its obligations hereunder to the extent that such delays or failures are attributable to circumstances beyond its reasonable control which interfere with the delivery of the Electronic INFORMA Services by means of the Internet or any of the equipment, software and services which support the Internet provided by such third parties. USBGFS USBFS shall also not be liable for the actions or omissions of any third party wrongdoers (i.e., hackers not employed by USBGFS USBFS or its affiliates) that cause a disruption or of any third parties involved with INFORMA Services. The Trust and Users are responsible for verifying the Electronic accuracy and receipt of all data or information made available via INFORMA Services, unless USBGFS did not exercise reasonable care in following commercial standards . The Trust is responsible for advising Users of their responsibilities to protect promptly notify the Electronic Services.
E. USBGFS Trust’s transfer agent of any errors or inaccuracies relating to data or other information made available via INFORMA Services with respect to the Trust’s shareholders. USBFS shall not be responsible for the accuracy of input material from End Users and the Trust’s record-keeping systems maintained by third parties nor the resultant output derived from inaccurate input.
F. Certain Electronic Services may permit the Trust to provision End Users. If the Trust undertakes to provision End Users, the Trust The accuracy of input and output shall be solely responsible for providing access to End Users, removing access for End Users, and for maintaining appropriate safeguards over access credentials for End Users. USBGFS shall not be responsible for any unauthorized or improper use of judged as received at USBFS’s data center as determined by the Electronic Services records maintained by such End Users or by any other person accessing the Electronic Services through the action or inaction of the Trust or such End UsersUSBFS.
G. Notwithstanding anything to the contrary contained herein, USBGFS shall not be obligated to ensure or verify the accuracy or actual receipt, or the transmission, of any data or information contained in any transaction via the Electronic Services or the consummation of any inquiry or transaction request not actually reviewed by USBGFS. USBGFS is entitled to reasonably presume that all information and transaction requests submitted through the Electronic Services are genuine in the absence of actual information to the contrary. USBGFS will not be liable for any loss, liability, cost or expense for reasonably following instructions communicated through the Electronic Services, including fraudulent or unauthorized instructions.
Appears in 1 contract
Additional Indemnification; Limitation of Liability. A. Subject to Section 2 of this Exhibit, USBGFS USBFS CANNOT AND DOES NOT GUARANTEE AVAILABILITY OF THE ELECTRONIC INFORMA SERVICES. Accordingly, USBGFS’ USBFS’s sole liability to the Trust or any third party (including End Users) for any claims, notwithstanding the form of such claims (e.g., contract, negligence, or otherwise), arising out of the delay of or interruption in the Electronic INFORMA Services to be provided by USBGFS USBFS hereunder shall be to use its best reasonable efforts to commence or resume the Electronic INFORMA Services as promptly as is reasonably possible, so long as the delay or interruption was not the proximate result of USBGFS’s gross negligence or willful misconduct.
B. USBGFS USBFS shall, at its sole cost and expense, defend, indemnify, and hold harmless the Trust and its trustees, officers, agents, officers and employees from and against any and all claims, demands, losses, expenses and expenses, damages or liabilities of any and every nature (nature, including reasonable attorneys’ fees) , arising out of or relating to (a) any infringement, or claim of infringement, of any United States patent, trademark, copyright, trade secret, or other proprietary rights based on the use or potential use of INFORMA Services and (b) the Electronic Servicesprovision of the Trust Files (as defined below) or Confidential Information (as defined below) to a person other than a person to whom such information may be properly disclosed hereunder.
C. If an injunction is issued against the Trust’s and Users’ use of the Electronic INFORMA Services by reason of infringement of a patent, copyright, trademark, or other proprietary rights of a third party, USBGFS USBFS shall, at its own option and expense, either (i) procure for the Trust and Users the right to continue to use the Electronic INFORMA Services on substantially the same terms and conditions as specified hereunder, or (ii) after notification to the Trust, replace or modify the Electronic INFORMA Services so that they become non-infringing, provided that, in the Trust’s judgment, such replacement or modification does not materially and adversely affect the performance of the Electronic INFORMA Services or significantly lessen their utility to the TrustTrust and Users. If in the Trust’s judgment, such replacement or modification does materially adversely affect the performance of the Electronic INFORMA Services or significantly lessen their utility to the TrustTrust and Users, the Trust may terminate all rights and responsibilities under this Exhibit G C immediately on written notice to USBGFSUSBFS.
D. Because the ability of USBGFS USBFS to deliver Electronic INFORMA Services is dependent upon the Internet and equipment, software, systems, data and services provided by various telecommunications carriers, equipment manufacturers, firewall providers and encryption system developers and other vendors and third parties, USBGFS including DST, USBFS shall not be liable for delays or failures to perform its obligations hereunder to the extent that such delays or failures are attributable to circumstances beyond its reasonable control which interfere with the delivery of the Electronic INFORMA Services by means of the Internet or any of the equipment, software and services which support the Internet provided by such third parties. USBGFS USBFS shall also not be liable for the actions or omissions of any third party wrongdoers (i.e., hackers not employed by USBGFS USBFS or its affiliates) that cause a disruption or of the Electronic Services, unless USBGFS did not exercise reasonable care in following commercial standards to protect the Electronic any third parties involved with INFORMA Services.
E. USBGFS The Trust and Users are responsible for verifying the accuracy and receipt of all data or information made available via INFORMA Services. The Trust is responsible for advising Users of their responsibilities to promptly notify the Trust’s transfer agent of any errors or inaccuracies relating to data or other information made available via INFORMA Services with respect to the Trust’s shareholders.
F. USBFS shall not be responsible for the accuracy of input material from End Users and the Trust’s record-keeping systems maintained by third parties nor the resultant output derived from inaccurate input.
F. Certain Electronic Services may permit the Trust to provision End Users. If the Trust undertakes to provision End Users, the Trust The accuracy of input and output shall be solely responsible for providing access to End Users, removing access for End Users, and for maintaining appropriate safeguards over access credentials for End Users. USBGFS shall not be responsible for any unauthorized or improper use of judged as received at USBFS’ data center as determined by the Electronic Services records maintained by such End Users or by any other person accessing the Electronic Services through the action or inaction of the Trust or such End UsersUSBFS.
G. Notwithstanding anything to the contrary contained herein, USBGFS shall not be obligated to ensure or verify the accuracy or actual receipt, or the transmission, of any data or information contained in any transaction via the Electronic Services or the consummation of any inquiry or transaction request not actually reviewed by USBGFS. USBGFS is entitled to reasonably presume that all information and transaction requests submitted through the Electronic Services are genuine in the absence of actual information to the contrary. USBGFS will not be liable for any loss, liability, cost or expense for reasonably following instructions communicated through the Electronic Services, including fraudulent or unauthorized instructions.
Appears in 1 contract
Sources: Transfer Agent Servicing Agreement (FundX Investment Trust)
Additional Indemnification; Limitation of Liability. A. Subject to Section 2 of this Exhibit2, USBGFS USBFS CANNOT AND DOES NOT GUARANTEE AVAILABILITY OF THE ELECTRONIC SERVICES. Accordingly, USBGFS’ USBFS’s sole liability to the Trust Fund or any third party (including End Users) for any claims, notwithstanding the form of such claims (e.g., contract, negligence, or otherwise), arising out of the delay of or interruption in the Electronic Services to be provided by USBGFS USBFS hereunder shall be to use its best reasonable efforts to commence or resume the Electronic Services as promptly as is reasonably possible, so long as . This provision shall not have any effect upon the delay services USBFS is required to provide or interruption was not the proximate result standard of USBGFS’s gross negligence or willful misconductcare and liability USBFS has set forth in Section 8 of the Agreement.
B. USBGFS USBFS shall, at its sole cost and expense, defend, indemnify, and hold harmless the Trust Fund and its trustees, officers, agents, officers and employees from and against any and all claims, demands, losses, expenses and liabilities of any and every nature (including reasonable attorneys’ fees) arising out of or relating to (a) any infringement, or claim of infringement, of any United States patent, trademark, copyright, trade secret, or other proprietary rights based on the use or potential use of the Electronic ServicesServices and (b) the provision of the Fund Files (as defined below) or Confidential Information (as defined below) to a person other than a person to whom such information may be properly disclosed hereunder.
C. If an injunction is issued against the Trusta Fund’s use of the Electronic Services by reason of infringement of a patent, copyright, trademark, or other proprietary rights of a third party, USBGFS USBFS shall, at its own option and expense, either (i) procure for the Trust Fund the right to continue to use the Electronic Services on substantially the same terms and conditions as specified hereunder, or (ii) after notification to the TrustFund, replace or modify the Electronic Services so that they become non-infringing, provided that, in the TrustFund’s judgment, such replacement or modification does not materially and adversely affect the performance of the Electronic Services or significantly lessen their utility to the TrustFund. If in the Trusta Fund’s judgment, such replacement or modification does materially adversely affect the performance of the Electronic Services or significantly lessen their utility to the TrustFund, the Trust Fund may terminate all rights and responsibilities under this Exhibit G C immediately on written notice to USBGFSUSBFS.
D. Because the ability of USBGFS USBFS to deliver Electronic Services is dependent upon the Internet and equipment, software, systems, data and services provided by various telecommunications carriers, equipment manufacturers, firewall providers and encryption system developers and other vendors and third parties, USBGFS USBFS shall not be liable for delays or failures to perform its obligations hereunder to the extent that such delays or failures are attributable to circumstances beyond its reasonable control which interfere with the delivery of the Electronic Services by means of the Internet or any of the equipment, software and services which support the Internet provided by such third parties. USBGFS USBFS shall also not be liable for the actions or omissions of any third party wrongdoers (i.e., hackers not employed by USBGFS USBFS or its affiliates) that cause a disruption or of any third parties involved in the Electronic ServicesServices and shall not be liable for the selection of any such third party, unless USBGFS did not exercise reasonable care USBFS selected the third party in following commercial standards to protect the Electronic Servicesbad faith or in a grossly negligent manner.
E. USBGFS USBFS shall not be responsible for the accuracy of input material from End Users nor the resultant output derived from inaccurate input. The accuracy of input and output shall be judged as received at USBFS’s data center as determined by the records maintained by USBFS.
F. Certain Electronic Services may permit the Trust to provision End Users. If the Trust undertakes to provision End Users, the Trust shall be solely responsible for providing access to End Users, removing access for End Users, and for maintaining appropriate safeguards over access credentials for End Users. USBGFS shall not be responsible for any unauthorized or improper use of the Electronic Services by such End Users or by any other person accessing the Electronic Services through the action or inaction of the Trust or such End Users.
G. Notwithstanding anything to the contrary contained herein, USBGFS USBFS shall not be obligated to ensure or verify the accuracy or actual receipt, or the transmission, of any data or information contained in any transaction via the Electronic Services or the consummation of any inquiry or transaction request not actually reviewed by USBGFS. USBGFS is entitled to reasonably presume that all information and transaction requests submitted through the Electronic Services are genuine in the absence of actual information to the contrary. USBGFS will not be liable for any loss, liability, cost or expense for reasonably following instructions communicated through the Electronic Services, including fraudulent or unauthorized instructionsUSBFS.
Appears in 1 contract
Sources: Transfer Agent Servicing Agreement (Trust for Credit Unions)
Additional Indemnification; Limitation of Liability. A. Subject to Section 2 of this Exhibit, USBGFS USBFS CANNOT AND DOES NOT GUARANTEE AVAILABILITY OF THE ELECTRONIC SERVICESMARSTM. Accordingly, USBGFSUSBFS’ sole liability to the Trust or any third party (including End Users) for any claims, notwithstanding the form of such claims (e.g., contract, negligence, or otherwise), arising out of the delay of or interruption in the Electronic Services MARSTM to be provided by USBGFS USBFS hereunder shall be to use its best reasonable efforts to commence or resume the Electronic Services MARSTM as promptly as is reasonably possible, so long as the delay or interruption was not the proximate result of USBGFS’s gross negligence or willful misconduct.
B. USBGFS USBFS shall, at its sole cost and expense, defend, indemnify, and hold harmless the Trust and its trustees, officers, agents, officers and employees from and against any and all claims, demands, losses, expenses and expenses, damages or liabilities of any and every nature (nature, including reasonable attorneys’ fees) , arising out of or relating to (a) any infringement, or claim of infringement, of any United States patent, trademark, copyright, trade secret, or other proprietary rights based on the use or potential use of MARSTM and (b) the Electronic Servicesprovision of the Trust Files (as defined below) or Confidential Information (as defined below) to a person other than a person to whom such information may be properly disclosed hereunder.
C. If an injunction is issued against the Trust’s Trusts’ use of the Electronic Services MARSTM by reason of infringement of a patent, copyright, trademark, or other proprietary rights of a third party, USBGFS USBFS shall, at its own option and expense, either (i) procure for the Trust Trusts the right to continue to use the Electronic Services MARSTM on substantially the same terms and conditions as specified hereunder, or (ii) after notification to the Trust, replace or modify the Electronic Services MARSTM so that they become non-infringing, provided that, in the Trust’s Trusts’ judgment, such replacement or modification does not materially and adversely affect the performance of the Electronic Services MARSTM or significantly lessen their its utility to the Trust. Trusts If in the Trust’s judgment, such replacement or modification does materially adversely affect the performance of the Electronic Services MARSTM or significantly lessen their its utility to the TrustTrusts, the Trust Trusts may terminate all rights and responsibilities under this Exhibit G D immediately on written notice to USBGFSUSBFS.
D. Because the ability of USBGFS USBFS to deliver Electronic Services MARSTM is dependent upon the Internet and equipment, software, systems, data and services provided by various telecommunications carriers, equipment manufacturers, firewall providers and encryption system developers and other vendors and third parties, USBGFS including Sales Focus Solutions, USBFS shall not be liable for delays or failures to perform its obligations hereunder to the extent that such delays or failures are attributable to circumstances beyond its reasonable control which interfere with the delivery of the Electronic Services MARSTM by means of the Internet or any of the equipment, software and services which support the Internet provided by such third parties. USBGFS shall also not be liable for the actions or omissions of any third party wrongdoers (i.e., hackers not employed by USBGFS or its affiliates) that cause a disruption of the Electronic Services, unless USBGFS did not exercise reasonable care in following commercial standards to protect the Electronic Services.
E. USBGFS The Trusts are responsible for verifying the accuracy and receipt of all data or information made available via MARSTM. The Trust is responsible for promptly notifying USBFS of any errors or inaccuracies relating to data or other information made available via MARSTM with respect to the Trusts’ shareholders.
F. USBFS shall not be responsible for the accuracy of input material from End Users Trust’s record-keeping systems maintained by third parties nor the resultant output derived from inaccurate input.
F. Certain Electronic Services may permit the Trust to provision End Users. If the Trust undertakes to provision End Users, the Trust The accuracy of input and output shall be solely responsible for providing access to End Users, removing access for End Users, and for maintaining appropriate safeguards over access credentials for End Users. USBGFS shall not be responsible for any unauthorized or improper use of judged as received at USBFS’ data center as determined by the Electronic Services records maintained by such End Users or by any other person accessing the Electronic Services through the action or inaction of the Trust or such End UsersUSBFS.
G. Notwithstanding anything to the contrary contained herein, USBGFS shall not be obligated to ensure or verify the accuracy or actual receipt, or the transmission, of any data or information contained in any transaction via the Electronic Services or the consummation of any inquiry or transaction request not actually reviewed by USBGFS. USBGFS is entitled to reasonably presume that all information and transaction requests submitted through the Electronic Services are genuine in the absence of actual information to the contrary. USBGFS will not be liable for any loss, liability, cost or expense for reasonably following instructions communicated through the Electronic Services, including fraudulent or unauthorized instructions.
Appears in 1 contract
Sources: Transfer Agent Servicing Agreement (Eagle Series Trust)
Additional Indemnification; Limitation of Liability. A. Subject to Section 2 of this Exhibit, USBGFS USBFS CANNOT AND DOES NOT GUARANTEE AVAILABILITY OF THE ELECTRONIC Electronic SERVICES. Accordingly, USBGFS’ USBFS’s sole liability to the Trust or any third party (including End Users) for any claims, notwithstanding the form of such claims (e.g., contract, negligence, or otherwise), arising out of the delay of or interruption in the Electronic Services to be provided by USBGFS USBFS hereunder shall be to use its best reasonable efforts to commence or resume the Electronic Services as promptly as is reasonably possible, so long as the delay or interruption was not the proximate result of USBGFS’s gross negligence or willful misconduct.
B. USBGFS USBFS shall, at its sole cost and expense, defend, indemnify, and hold harmless the Trust and its trustees, officers, agents, officers and employees from and against any and all claims, demands, losses, expenses and expenses, damages or liabilities of any and every nature (nature, including reasonable attorneys’ fees) , arising out of or relating to (a) any infringement, or claim of infringement, of any United States patent, trademark, copyright, trade secret, or other proprietary rights based on the use or potential use of Electronic Services and (b) the Electronic Servicesprovision of the Trust Files (as defined below) or Confidential Information (as defined below) to a person other than a person to whom such information may be properly disclosed hereunder.
C. If an injunction is issued against the Trust’s and Users’ use of the Electronic Services by reason of infringement of a patent, copyright, trademark, or other proprietary rights of a third party, USBGFS USBFS shall, at its own option and expense, either (i) procure for the Trust and Users the right to continue to use the Electronic Services on substantially the same terms and conditions as specified hereunder, or (ii) after notification to the Trust, replace or modify the Electronic Services so that they become non-infringing, provided that, in the Trust’s judgment, such replacement or modification does not materially and adversely affect the performance of the Electronic Services or significantly lessen their utility to the TrustTrust and Users. If in the Trust’s judgment, such replacement or modification does materially adversely affect the performance of the Electronic Services or significantly lessen their utility to the TrustTrust and Users, the Trust may terminate all rights and responsibilities under this Exhibit G C immediately on written notice to USBGFSUSBFS.
D. Because the ability of USBGFS USBFS to deliver Electronic Services is dependent upon the Internet and equipment, software, systems, data and services provided by various telecommunications carriers, equipment manufacturers, firewall providers and encryption system developers and other vendors and third parties, USBGFS including DST, USBFS shall not be liable for delays or failures to perform its obligations hereunder to the extent that such delays or failures are attributable to circumstances beyond its reasonable control which interfere with the delivery of the Electronic Services by means of the Internet or any of the equipment, software and services which support the Internet provided by such third parties. USBGFS USBFS shall also not be liable for the actions or omissions of any third party wrongdoers (i.e., hackers not employed by USBGFS USBFS or its affiliates) that cause a disruption or of the Electronic Services, unless USBGFS did not exercise reasonable care in following commercial standards to protect the any third parties involved with Electronic Services.
E. USBGFS The Trust and Users are responsible for verifying the accuracy and receipt of all data or information made available via Electronic Services. The Trust is responsible for advising Users of their responsibilities to promptly notify the Trust’s transfer agent of any errors or inaccuracies relating to data or other information made available via Electronic Services with respect to the Trust’s shareholders.
F. USBFS shall not be responsible for the accuracy of input material from End Users and the Trust’s record-keeping systems maintained by third parties nor the resultant output derived from inaccurate input.
F. Certain Electronic Services may permit the Trust to provision End Users. If the Trust undertakes to provision End Users, the Trust The accuracy of input and output shall be solely responsible for providing access to End Users, removing access for End Users, and for maintaining appropriate safeguards over access credentials for End Users. USBGFS shall not be responsible for any unauthorized or improper use of judged as received at USBFS’ data center as determined by the Electronic Services records maintained by such End Users or by any other person accessing the Electronic Services through the action or inaction of the Trust or such End UsersUSBFS.
G. Notwithstanding anything to the contrary contained herein, USBGFS shall not be obligated to ensure or verify the accuracy or actual receipt, or the transmission, of any data or information contained in any transaction via the Electronic Services or the consummation of any inquiry or transaction request not actually reviewed by USBGFS. USBGFS is entitled to reasonably presume that all information and transaction requests submitted through the Electronic Services are genuine in the absence of actual information to the contrary. USBGFS will not be liable for any loss, liability, cost or expense for reasonably following instructions communicated through the Electronic Services, including fraudulent or unauthorized instructions.
Appears in 1 contract
Sources: Transfer Agent Servicing Agreement (FundX Investment Trust)
Additional Indemnification; Limitation of Liability. A. Subject to Section 2 of this Exhibit, USBGFS USBFS CANNOT AND DOES NOT GUARANTEE AVAILABILITY OF THE ELECTRONIC INFORMA SERVICES. Accordingly, USBGFS’ USBFS’s sole liability to the Trust or any third party (including End Users) for any claims, notwithstanding the form of such claims (e.g., contract, negligence, or otherwise), arising out of the delay of or interruption in the Electronic INFORMA Services to be provided by USBGFS USBFS hereunder shall be to use its best reasonable efforts to commence or resume the Electronic INFORMA Services as promptly as is reasonably possible, so long as the delay or interruption was not the proximate result of USBGFS’s gross negligence or willful misconduct.
B. USBGFS USBFS shall, at its sole cost and expense, defend, indemnify, and hold harmless the Trust and its trusteesdirectors, officers, agents, officers and employees from and against any and all claims, demands, losses, expenses and expenses, damages or liabilities of any and every nature (nature, including reasonable attorneys’ fees) , arising out of or relating to (a) any infringement, or claim of infringement, of any United States patent, trademark, copyright, trade secret, or other proprietary rights based on the use or potential use of INFORMA Services and (b) the Electronic Servicesprovision of the Fund Files (as defined below) or Confidential Information (as defined below) to a person other than a person to whom such information may be properly disclosed hereunder.
C. If an injunction is issued against the Trust’s and Users’ use of the Electronic INFORMA Services by reason of infringement of a patent, copyright, trademark, or other proprietary rights of a third party, USBGFS USBFS shall, at its own option and expense, either (i) procure for the Trust and Users the right to continue to use the Electronic INFORMA Services on substantially the same terms and conditions as specified hereunder, or (ii) after notification to the Trust, replace or modify the Electronic INFORMA Services so that they become non-infringing, provided that, in the Trust’s judgment, such replacement or modification does not materially and adversely affect the performance of the Electronic INFORMA Services or significantly lessen their utility to the TrustTrust and Users. If in the Trust’s judgment, such replacement or modification does materially adversely affect the performance of the Electronic INFORMA Services or significantly lessen their utility to the TrustTrust and Users, the Trust may terminate all rights and responsibilities under this Exhibit G C immediately on written notice to USBGFSUSBFS.
D. Because the ability of USBGFS USBFS to deliver Electronic INFORMA Services is dependent upon the Internet and equipment, software, systems, data and services provided by various telecommunications carriers, equipment manufacturers, firewall providers and encryption system developers and other vendors and third parties, USBGFS including DST, USBFS shall not be liable for delays or failures to perform its obligations hereunder to the extent that such delays or failures are attributable to circumstances beyond its reasonable control which interfere with the delivery of the Electronic INFORMA Services by means of the Internet or any of the equipment, software and services which support the Internet provided by such third parties. USBGFS USBFS shall also not be liable for the actions or omissions of any third party wrongdoers (i.e., hackers not employed by USBGFS USBFS or its affiliates) that cause a disruption or of the Electronic Services, unless USBGFS did not exercise reasonable care in following commercial standards to protect the Electronic any third parties involved with INFORMA Services.
E. USBGFS The Trust and Users are responsible for verifying the accuracy and receipt of all data or information made available via INFORMA Services. The Trust is responsible for advising Users of their responsibilities to promptly notify the Trust’s transfer agent of any errors or inaccuracies relating to data or other information made available via INFORMA Services with respect to the Trust’s shareholders.
F. USBFS shall not be responsible for the accuracy of input material from End Users and the Trust’s record-keeping systems maintained by third parties nor the resultant output derived from inaccurate input.
F. Certain Electronic Services may permit the Trust to provision End Users. If the Trust undertakes to provision End Users, the Trust The accuracy of input and output shall be solely responsible for providing access to End Users, removing access for End Users, and for maintaining appropriate safeguards over access credentials for End Users. USBGFS shall not be responsible for any unauthorized or improper use of judged as received at USBFS’ data center as determined by the Electronic Services records maintained by such End Users or by any other person accessing the Electronic Services through the action or inaction of the Trust or such End UsersUSBFS.
G. Notwithstanding anything to the contrary contained herein, USBGFS shall not be obligated to ensure or verify the accuracy or actual receipt, or the transmission, of any data or information contained in any transaction via the Electronic Services or the consummation of any inquiry or transaction request not actually reviewed by USBGFS. USBGFS is entitled to reasonably presume that all information and transaction requests submitted through the Electronic Services are genuine in the absence of actual information to the contrary. USBGFS will not be liable for any loss, liability, cost or expense for reasonably following instructions communicated through the Electronic Services, including fraudulent or unauthorized instructions.
Appears in 1 contract
Additional Indemnification; Limitation of Liability. A. Subject to Section 2 of this Exhibit, USBGFS CANNOT AND DOES NOT GUARANTEE AVAILABILITY OF THE ELECTRONIC SERVICES. Accordingly, USBGFS’ sole liability to the Trust Trust, a Fund, or any third party (including End Users) for any claims, notwithstanding the form of such claims (e.g., contract, negligence, or otherwise), arising out of the delay of or interruption in the Electronic Services to be provided by USBGFS hereunder shall be to use its best efforts to commence or resume the Electronic Services as promptly as is reasonably possible, so long as the delay or interruption was not the proximate result of USBGFS’s gross negligence or willful misconduct.
B. USBGFS shall, at its sole cost and expense, defend, indemnify, and hold harmless the Trust Trust, each Fund and its their trustees, officers, agents, and employees from and against any and all claims, demands, losses, expenses and liabilities of any and every nature (including reasonable attorneys’ fees) arising out of or relating to any infringement, or claim of infringement, of any United States patent, trademark, copyright, trade secret, or other proprietary rights based on the use or potential use of the Electronic Services.
C. If an injunction is issued against the TrustTrust or a Fund’s use of the Electronic Services by reason of infringement of a patent, copyright, trademark, or other proprietary rights of a third party, USBGFS shall, at its own option and expense, either (i) procure for the Trust or Fund the right to continue to use the Electronic Services on substantially the same terms and conditions as specified hereunder, or (ii) after notification to the TrustTrust or Fund, replace or modify the Electronic Services so that they become non-infringing, provided that, in the Trust’s judgment, such replacement or modification does not materially and adversely affect the performance of the Electronic Services or significantly lessen their utility to the TrustFund. If in the Trust’s judgment, such replacement or modification does materially adversely affect the performance of the Electronic Services or significantly lessen their utility to the TrustTrust or Fund, the Trust may terminate all rights and responsibilities under this Exhibit G C immediately on written notice to USBGFS.
D. Because the ability of USBGFS to deliver Electronic Services is dependent upon the Internet and equipment, software, systems, data and services provided by various telecommunications carriers, equipment manufacturers, firewall providers and encryption system developers and other vendors and third parties, USBGFS shall not be liable for delays or failures to perform its obligations hereunder to the extent that such delays or failures are attributable to circumstances beyond its reasonable control which interfere with the delivery of the Electronic Services by means of the Internet or any of the equipment, software and services which support the Internet provided by such third parties. USBGFS shall also not be liable for the actions or omissions of any third party wrongdoers (i.e., hackers not employed by USBGFS or its affiliates) that cause a disruption of the Electronic Services, unless USBGFS did not exercise reasonable care in following commercial standards to protect the Electronic Services.
E. USBGFS shall not be responsible for the accuracy of input material from End Users nor the resultant output derived from inaccurate input.
F. Certain Electronic Services may permit the Trust or the Fund to provision End Users. If the Trust undertakes or the Fund undertake to provision End Users, the Trust or the Fund, as applicable, shall be solely responsible for providing access to End Users, removing access for End Users, and for maintaining appropriate safeguards over access credentials for End Users. USBGFS shall not be responsible for any unauthorized or improper use of the Electronic Services by such End Users or by any other person accessing the Electronic Services through the action or inaction of the Trust Trust, the Fund, or such End Users.
G. Notwithstanding anything to the contrary contained herein, USBGFS shall not be obligated to ensure or verify the accuracy or actual receipt, or the transmission, of any data or information contained in any transaction via the Electronic Services or the consummation of any inquiry or transaction request not actually reviewed by USBGFS. USBGFS is entitled to reasonably presume that all information and transaction requests submitted through the Electronic Services are genuine in the absence of actual information to the contrary. USBGFS will not be liable for any loss, liability, cost or expense for reasonably following instructions communicated through the Electronic Services, including fraudulent or unauthorized instructions.
Appears in 1 contract
Sources: Fund Servicing Agreement (Tortoise Capital Series Trust)
Additional Indemnification; Limitation of Liability. A. Subject to Section 2 of this Exhibit, USBGFS USBFS CANNOT AND DOES NOT GUARANTEE AVAILABILITY OF THE ELECTRONIC INFORMA SERVICES. Accordingly, USBGFSUSBFS’ sole liability to the Trust or any third party (including End Users) for any claims, notwithstanding the form of such claims (e.g., contract, negligence, or otherwise), arising out of the delay of or interruption in the Electronic INFORMA Services to be provided by USBGFS USBFS hereunder shall be to use its best reasonable efforts to commence or resume the Electronic INFORMA Services as promptly as is reasonably possible, so long as the delay or interruption was not the proximate result of USBGFS’s gross negligence or willful misconduct.
B. USBGFS USBFS shall, at its sole cost and expense, defend, indemnify, and hold harmless the Trust and its trusteesdirectors, officers, agents, officers and employees from and against any and all claims, demands, losses, expenses and expenses, damages or liabilities of any and every nature (nature, including reasonable attorneys’ fees) fees and costs, arising out of or relating to (a) any infringement, or claim of infringement, of any United States patent, trademark, copyright, trade secret, or other proprietary rights based on the use or potential use of INFORMA Services and (b) the Electronic Servicesprovision of the Trust Files (as defined below) or Confidential Information (as defined below) to a person other than a person to whom such information may be properly disclosed hereunder.
C. If an injunction is issued against the Trust’s and Users’ use of the Electronic INFORMA Services by reason of infringement of a patent, copyright, trademark, or other proprietary rights of a third party, USBGFS USBFS shall, at its own option and expense, either (i) procure for the Trust and Users the right to continue to use the Electronic INFORMA Services on substantially the same terms and conditions as specified hereunder, or (ii) after notification to the Trust, replace or modify the Electronic INFORMA Services so that they become non-infringing, provided that, in the Trust’s judgment, such replacement or modification does not materially and adversely affect the performance of the Electronic INFORMA Services or significantly lessen their utility to the TrustTrust and Users. If in the Trust’s judgment, such replacement or modification does materially adversely affect the performance of the Electronic INFORMA Services or significantly lessen their utility to the TrustTrust and Users, the Trust may terminate all rights and responsibilities under this Exhibit G C immediately on written notice to USBGFSUSBFS.
D. Because the ability of USBGFS USBFS to deliver Electronic INFORMA Services is dependent upon the Internet and equipment, software, systems, data and services provided by various telecommunications carriers, equipment manufacturers, firewall providers and encryption system developers and other vendors and third parties, USBGFS including DST, USBFS shall not be liable for delays or failures to perform its obligations hereunder to the extent that such delays or failures are attributable to circumstances beyond its reasonable control which interfere with the delivery of the Electronic INFORMA Services by means of the Internet or any of the equipment, software and services which support the Internet provided by such third parties. USBGFS USBFS shall also not be liable for the actions or omissions of any third party wrongdoers (i.e., hackers not employed by USBGFS USBFS or its affiliates) that cause a disruption or of the Electronic Services, unless USBGFS did not exercise reasonable care in following commercial standards to protect the Electronic any third parties involved with INFORMA Services.
E. USBGFS The Trust and Users are responsible for verifying the accuracy and receipt of all data or information made available via INFORMA Services. The Trust is responsible for advising Users of their responsibilities to promptly notify USBFS of any errors or inaccuracies relating to data or other information made available via INFORMA Services with respect to the Trust’s shareholders.
F. USBFS shall not be responsible for the accuracy of input material from End Users and the Trust’s record-keeping systems maintained by third parties nor the resultant output derived from inaccurate input.
F. Certain Electronic Services may permit the Trust to provision End Users. If the Trust undertakes to provision End Users, the Trust The accuracy of input and output shall be solely responsible for providing access to End Users, removing access for End Users, and for maintaining appropriate safeguards over access credentials for End Users. USBGFS shall not be responsible for any unauthorized or improper use of judged as received at USBFS’ data center as determined by the Electronic Services records maintained by such End Users or by any other person accessing the Electronic Services through the action or inaction of the Trust or such End UsersUSBFS.
G. Notwithstanding anything to the contrary contained herein, USBGFS shall not be obligated to ensure or verify the accuracy or actual receipt, or the transmission, of any data or information contained in any transaction via the Electronic Services or the consummation of any inquiry or transaction request not actually reviewed by USBGFS. USBGFS is entitled to reasonably presume that all information and transaction requests submitted through the Electronic Services are genuine in the absence of actual information to the contrary. USBGFS will not be liable for any loss, liability, cost or expense for reasonably following instructions communicated through the Electronic Services, including fraudulent or unauthorized instructions.
Appears in 1 contract
Sources: Transfer Agent Servicing Agreement (Permanent Portfolio Family of Funds)
Additional Indemnification; Limitation of Liability. A. Subject to Section 2 of this Exhibit, USBGFS USBFS CANNOT AND DOES NOT GUARANTEE AVAILABILITY OF THE ELECTRONIC INFORMA SERVICES. Accordingly, USBGFS’ USBFS’s sole liability to the Trust or any third party (including End Users) for any claims, notwithstanding the form of such claims (e.g., contract, negligence, or otherwise), arising out of the delay of or interruption in the Electronic INFORMA Services to be provided by USBGFS USBFS hereunder shall be to use its best reasonable efforts to commence or resume the Electronic INFORMA Services as promptly as is reasonably possible, so long as the delay or interruption was not the proximate result of USBGFS’s gross negligence or willful misconduct.
B. USBGFS USBFS shall, at its sole cost and expense, defend, indemnify, and hold harmless the Trust and its trustees, officers, agents, officers and employees from and against any and all claims, demands, losses, expenses and expenses, damages or liabilities of any and every nature (nature, including reasonable attorneys’ fees) , arising out of or relating to (a) any infringement, or claim of infringement, of any United States patent, trademark, copyright, trade secret, or other proprietary rights based on the use or potential use of INFORMA Services and (b) the Electronic Servicesprovision of the Trust Files (as defined below) or Confidential Information (as defined below) to a person other than a person to whom such information may be properly disclosed hereunder.
C. If an injunction is issued against the Trust’s and Users’ use of the Electronic INFORMA Services by reason of infringement of a patent, copyright, trademark, or other proprietary rights of a third party, USBGFS USBFS shall, at its own option and expense, either (i) procure for the Trust and Users the right to continue to use the Electronic INFORMA Services on substantially the same terms and conditions as specified hereunder, or (ii) after notification to the Trust, replace or modify the Electronic INFORMA Services so that they become non-infringing, provided that, in the Trust’s judgment, such replacement or modification does not materially and adversely affect the performance of the Electronic INFORMA Services or significantly lessen their utility to the TrustTrust and Users. If in the Trust’s judgment, such replacement or modification does materially adversely affect the performance of the Electronic INFORMA Services or significantly lessen their utility to the TrustTrust and Users, the Trust may terminate all rights and responsibilities under this Exhibit G C immediately on written notice to USBGFSUSBFS.
D. Because the ability of USBGFS USBFS to deliver Electronic INFORMA Services is dependent upon the Internet and equipment, software, systems, data and services provided by various telecommunications carriers, equipment manufacturers, firewall providers and encryption system developers and other vendors and third parties, USBGFS including DST, USBFS shall not be liable for delays or failures to perform its obligations hereunder to the extent that such delays or failures are attributable to circumstances beyond its reasonable control which interfere with the delivery of the Electronic INFORMA Services by means of the Internet or any of the equipment, software and services which support the Internet provided by such third parties. USBGFS USBFS shall also not be liable for the actions or omissions of any third party wrongdoers (i.e., hackers not employed by USBGFS USBFS or its affiliates) that cause a disruption or of the Electronic Services, unless USBGFS did not exercise reasonable care in following commercial standards to protect the Electronic any third parties involved with INFORMA Services.
E. USBGFS The Trust and Users are responsible for verifying the accuracy and receipt of all data or information made available via INFORMA Services. The Trust is responsible for advising Users of their responsibilities to promptly notify the Trust’s transfer agent of any errors or inaccuracies relating to data or other information made available via INFORMA Services with respect to the Trust’s shareholders.
F. USBFS shall not be responsible for the accuracy of input material from End Users and the Trust’s record-keeping systems maintained by third parties nor the resultant output derived from inaccurate input.
F. Certain Electronic Services may permit the Trust to provision End Users. If the Trust undertakes to provision End Users, the Trust The accuracy of input and output shall be solely responsible for providing access to End Users, removing access for End Users, and for maintaining appropriate safeguards over access credentials for End Users. USBGFS shall not be responsible for any unauthorized or improper use of judged as received at USBFS’s data center as determined by the Electronic Services records maintained by such End Users or by any other person accessing the Electronic Services through the action or inaction of the Trust or such End UsersUSBFS.
G. Notwithstanding anything to the contrary contained herein, USBGFS shall not be obligated to ensure or verify the accuracy or actual receipt, or the transmission, of any data or information contained in any transaction via the Electronic Services or the consummation of any inquiry or transaction request not actually reviewed by USBGFS. USBGFS is entitled to reasonably presume that all information and transaction requests submitted through the Electronic Services are genuine in the absence of actual information to the contrary. USBGFS will not be liable for any loss, liability, cost or expense for reasonably following instructions communicated through the Electronic Services, including fraudulent or unauthorized instructions.
Appears in 1 contract
Sources: Transfer Agent Servicing Agreement (Direxion Funds)
Additional Indemnification; Limitation of Liability. A. Subject to Section 2 of this Exhibit, USBGFS CANNOT AND DOES NOT GUARANTEE AVAILABILITY OF THE ELECTRONIC SERVICES. Accordingly, USBGFS’ sole liability to the Trust Company, a Fund, or any third party (including End Users) for any claims, notwithstanding the form of such claims (e.g., contract, negligence, or otherwise), arising out of the delay of or interruption in the Electronic Services to be provided by USBGFS hereunder shall be to use its best efforts to commence or resume the Electronic Services as promptly as is reasonably possible, so long as the delay or interruption was not the proximate result of USBGFS’s gross negligence or willful misconduct.
B. USBGFS shall, at its sole cost and expense, defend, indemnify, and hold harmless the Trust Company, and its trusteesdirectors, officers, agents, and employees from and against any and all claims, demands, losses, expenses and liabilities of any and every nature (including reasonable attorneys’ fees) arising out of or relating to any infringement, or claim of infringement, of any United States patent, trademark, copyright, trade secret, or other proprietary rights based on the use or potential use of the Electronic Services.
C. If an injunction is issued against the TrustCompany or a Fund’s use of the Electronic Services by reason of infringement of a patent, copyright, trademark, or other proprietary rights of a third party, USBGFS shall, at its own option and expense, either (i) procure for the Trust Company or Fund the right to continue to use the Electronic Services on substantially the same terms and conditions as specified hereunder, or (ii) after notification to the TrustCompany or Fund, replace or modify the Electronic Services so that they become non-infringing, provided that, in the TrustCompany’s judgment, such replacement or modification does not materially and adversely affect the performance of the Electronic Services or significantly lessen their utility to the TrustFund. If in the TrustCompany’s judgment, such replacement or modification does materially adversely affect the performance of the Electronic Services or significantly lessen their utility to the TrustCompany or Fund, the Trust Company may terminate all rights and responsibilities under this Exhibit G immediately on written notice to USBGFS.
D. Because the ability of USBGFS to deliver Electronic Services is dependent upon the Internet and equipment, software, systems, data and services provided by various telecommunications carriers, equipment manufacturers, firewall providers and encryption system developers and other vendors and third parties, USBGFS shall not be liable for delays or failures to perform its obligations hereunder to the extent that such delays or failures are attributable to circumstances beyond its reasonable control which interfere with the delivery of the Electronic Services by means of the Internet or any of the equipment, software and services which support the Internet provided by such third parties. USBGFS shall also not be liable for the actions or omissions of any third party wrongdoers (i.e., hackers not employed by USBGFS or its affiliates) that cause a disruption of the Electronic Services, unless USBGFS did not exercise reasonable care in following commercial standards to protect the Electronic Services.
E. USBGFS shall not be responsible for the accuracy of input material from End Users nor the resultant output derived from inaccurate input.
F. Certain Electronic Services may permit the Trust Company or the Fund to provision End Users. If the Trust undertakes Company or the Fund undertake to provision End Users, the Trust Company or the Fund, as applicable, shall be solely responsible for providing access to End Users, removing access for End Users, and for maintaining appropriate safeguards over access credentials for End Users. USBGFS shall not be responsible for any unauthorized or improper use of the Electronic Services by such End Users or by any other person accessing the Electronic Services through the action or inaction of the Trust Company, the Fund, or such End Users.
G. Notwithstanding anything to the contrary contained herein, USBGFS shall not be obligated to ensure or verify the accuracy or actual receipt, or the transmission, of any data or information contained in any transaction via the Electronic Services or the consummation of any inquiry or transaction request not actually reviewed by USBGFS. USBGFS is entitled to reasonably presume that all information and transaction requests submitted through the Electronic Services are genuine in the absence of actual information to the contrary. USBGFS will not be liable for any loss, liability, cost or expense for reasonably following instructions communicated through the Electronic Services, including fraudulent or unauthorized instructions.
Appears in 1 contract
Additional Indemnification; Limitation of Liability. A. Subject to Section 2 of this Exhibit, USBGFS USBFS CANNOT AND DOES NOT GUARANTEE AVAILABILITY OF THE ELECTRONIC SERVICESUSER SERVICES OR THE FUNDS’ WEB SITE(S). Accordingly, USBGFS’ USBFS’s sole liability to the Trust Adviser or any third party (including End Users) for any claims, notwithstanding the form of such claims (e.g., contract, negligence, or otherwise), arising out of the delay of or interruption in the Electronic these Services provided or to be provided by USBGFS USBFS hereunder shall be to use its best reasonable efforts to commence or resume the Electronic these Services as promptly as is reasonably possible, so long as the delay or interruption was not the proximate result of USBGFS’s gross negligence or willful misconduct.
B. USBGFS . USBFS shall, at its sole cost and expense, defend, indemnify, and hold harmless the Trust Adviser, the Funds, their affiliates, their parents, their respective assigns, and its their respective officers, directors, trustees, officersemployees, agents, and employees representatives, from and against any and all claims, demandsactions, lossessuits, expenses proceedings, costs, expenses, damages and liabilities of any and every nature (liabilities, including without limitation, reasonable attorneys’ fees) fees and expenses arising out of or relating to (a) any infringement, or claim of infringement, of any United States patent, trademark, copyright, trade secret, or other proprietary rights based on the use or potential use of the Electronic ServicesUser Services and/or the Funds’ web site(s), (b) USBFS’s negligence, intentional wrongful acts and willful misconduct in the performance of the Services hereunder, and (c) the provision of the Trust Files or Confidential Information to a person other than a person to whom such information may be properly disclosed under this Agreement.
C. B. If an injunction is issued against the Trust’s use of User Services or the Electronic Services Funds’ web site(s) by reason reasons of infringement of a patent, copyright, trademark, or other proprietary rights of a third party, USBGFS USBFS shall, at its own option and expense, either (i) procure for the Trust Adviser and/or the Funds the right to continue to use the Electronic these Services on substantially the same terms and conditions as specified hereunderin this Agreement, or (ii) after notification to the Trustnotification, replace or modify the Electronic these Services so that they become non-infringingnoninfringing, provided that, in the TrustAdviser’s and/or the Funds’ judgment, such replacement or modification does not materially and adversely affect the performance of the Electronic these Services or significantly lessen their utility to the Trustutility. If in the TrustAdviser’s and/or Funds’ judgment, such replacement or modification does materially adversely affect the performance of the Electronic these Services or significantly lessen their utility to the Trustutility, the Trust Adviser may terminate all rights and responsibilities under this Exhibit G Agreement immediately on written notice to USBGFSUSBFS.
D. Because the ability of USBGFS to deliver Electronic Services is dependent upon the Internet C. Each party hereto shall be excused from performance hereunder for any period and equipment, software, systems, data and services provided by various telecommunications carriers, equipment manufacturers, firewall providers and encryption system developers and other vendors and third parties, USBGFS shall not be liable for delays or failures to perform its obligations hereunder to the extent that such delays it is prevented from performing any services pursuant hereto, in whole or failures are attributable to circumstances in part, as a result of unforeseen events beyond its reasonable the control which interfere with the delivery and without fault or negligence of the Electronic Services party including, without limitation, delays caused by means the other party or an act of God, war, civil disturbance, court order, labor dispute or third party nonperformance, and such nonperformance shall not be a default hereunder or grounds for termination hereof so long as the nonperforming party shall undertake all reasonable efforts to rectify the situation that is the cause of the Internet or any of the equipment, software and services which support the Internet provided by such third parties. USBGFS shall also not be liable for the actions or omissions of any third party wrongdoers (i.e., hackers not employed by USBGFS or its affiliates) that cause a disruption of the Electronic Services, unless USBGFS did not exercise reasonable care in following commercial standards to protect the Electronic Servicesnonperformance.
E. USBGFS D. USBFS shall not be responsible for the accuracy of input material from End Users nor the resultant output derived from inaccurate input. The accuracy of this input and output shall be judged as received at USBFS’s data center as determined by the records maintained by USBFS.
F. Certain Electronic Services may permit the Trust to provision End Users. If the Trust undertakes to provision End Users, the Trust shall be solely responsible for providing access to End Users, removing access for End Users, and for maintaining appropriate safeguards over access credentials for End Users. USBGFS shall not E. In no event will either party be responsible for any unauthorized special, incidental, indirect, or improper use consequential damages that the other party may incur or experience on account of entering into, relying on, or performing the Services described herein, regardless of whether the damages are founded in contract, negligence, or other form of action, even if such party has been advised of the Electronic Services by possibility of such End Users or by any other person accessing damages. Without limiting the Electronic Services through the action or inaction generality of the Trust or such End Users.
G. Notwithstanding anything to the contrary contained hereinforegoing, USBGFS neither party shall not be obligated to ensure or verify the accuracy or actual receipt, or the transmission, of any data or information contained in any transaction via the Electronic Services or the consummation of any inquiry or transaction request not actually reviewed by USBGFS. USBGFS is entitled to reasonably presume that all information and transaction requests submitted through the Electronic Services are genuine in the absence of actual information to the contrary. USBGFS will not be liable for any losslost profits, liabilitylost business, cost or expense for reasonably following instructions communicated through lost goodwill of the Electronic Services, including fraudulent or unauthorized instructionsother party when such loss is directly related to the Services described herein.
Appears in 1 contract
Additional Indemnification; Limitation of Liability. A. Subject to Section 2 of this Exhibit, USBGFS USBFS CANNOT AND DOES NOT GUARANTEE AVAILABILITY OF THE ELECTRONIC INFORMA SERVICES. Accordingly, USBGFS’ USBFS’s sole liability to the Trust or any third party (including End Users) for any claims, notwithstanding the form of such claims (e.g., contract, negligence, or otherwise), arising out of the delay of or interruption in the Electronic INFORMA Services to be provided by USBGFS USBFS hereunder shall be to use its best reasonable efforts to commence or resume the Electronic INFORMA Services as promptly as is reasonably possible, so long as the delay or interruption was not the proximate result of USBGFS’s gross negligence or willful misconduct.
B. USBGFS USBFS shall, at its sole cost and expense, defend, indemnify, and hold harmless the Trust and its trustees, officers, agents, officers and employees from and against any and all claims, demands, losses, expenses and expenses, damages or liabilities of any and every nature (nature, including reasonable attorneys’ fees) , arising out of or relating to (a) any infringement, or claim of infringement, of any United States patent, trademark, copyright, trade secret, or other proprietary rights based on the use or potential use of INFORMA Services and (b) the Electronic Servicesprovision of the Trust Files (as defined below) or Confidential Information (as defined below) to a person other than a person to whom such information may be properly disclosed hereunder.
C. If an injunction is issued against the Trust’s and Users’ use of the Electronic INFORMA Services by reason of infringement of a patent, copyright, trademark, or other proprietary rights of a third party, USBGFS USBFS shall, at its own option and expense, either (i) procure for the Trust and Users the right to continue to use the Electronic INFORMA Services on substantially the same terms and conditions as specified hereunder, or (ii) after notification to the Trust, replace or modify the Electronic INFORMA Services so that they become non-infringing, provided that, in the Trust’s judgment, such replacement or modification does not materially and adversely affect the performance of the Electronic INFORMA Services or significantly lessen their utility to the TrustTrust and Users. If in the Trust’s judgment, such replacement or modification does materially adversely affect the performance of the Electronic INFORMA Services or significantly lessen their utility to the TrustTrust and Users, the Trust may terminate all rights and responsibilities under this Exhibit G D immediately on written notice to USBGFSUSBFS.
D. Because the ability of USBGFS USBFS to deliver Electronic INFORMA Services is dependent upon the Internet and equipment, software, systems, data and services provided by various telecommunications carriers, equipment manufacturers, firewall providers and encryption system developers and other vendors and third parties, USBGFS including DST, USBFS shall not be liable for delays or failures to perform its obligations hereunder to the extent that such delays or failures are attributable to circumstances beyond its reasonable control which interfere with the delivery of the Electronic INFORMA Services by means of the Internet or any of the equipment, software and services which support the Internet provided by such third parties. USBGFS USBFS shall also not be liable for the actions or omissions of any third party wrongdoers (i.e., hackers not employed by USBGFS USBFS or its affiliates) that cause a disruption so long as USBFS has adopted reasonable security provisions to prevent damage from third party wrongdoers or of the Electronic Services, unless USBGFS did not exercise reasonable care in following commercial standards to protect the Electronic any third parties involved with INFORMA Services.
E. USBGFS The Trust and Users are responsible for verifying the accuracy and receipt of all data or information made available via INFORMA Services. The Trust is responsible for advising Users of their responsibilities to promptly notify the Trust’s transfer agent of any errors or inaccuracies relating to data or other information made available via INFORMA Services with respect to the Trust’s shareholders.
F. USBFS shall not be responsible for the accuracy of input material from End Users and the Trust’s record-keeping systems maintained by third parties nor the resultant output derived from inaccurate input.
F. Certain Electronic Services may permit the Trust to provision End Users. If the Trust undertakes to provision End Users, the Trust The accuracy of input and output shall be solely responsible for providing access to End Users, removing access for End Users, and for maintaining appropriate safeguards over access credentials for End Users. USBGFS shall not be responsible for any unauthorized or improper use of judged as received at USBFS’s data center as determined by the Electronic Services records maintained by such End Users or by any other person accessing the Electronic Services through the action or inaction of the Trust or such End UsersUSBFS.
G. Notwithstanding anything to the contrary contained herein, USBGFS shall not be obligated to ensure or verify the accuracy or actual receipt, or the transmission, of any data or information contained in any transaction via the Electronic Services or the consummation of any inquiry or transaction request not actually reviewed by USBGFS. USBGFS is entitled to reasonably presume that all information and transaction requests submitted through the Electronic Services are genuine in the absence of actual information to the contrary. USBGFS will not be liable for any loss, liability, cost or expense for reasonably following instructions communicated through the Electronic Services, including fraudulent or unauthorized instructions.
Appears in 1 contract
Additional Indemnification; Limitation of Liability. A. Subject to Section 2 of this Exhibit, USBGFS USBFS CANNOT AND DOES NOT GUARANTEE AVAILABILITY OF THE ELECTRONIC INFORMA SERVICES. Accordingly, USBGFS’ USBFS’s sole liability to the Trust or any third party (including End Users) for any claims, notwithstanding the form of such claims (e.g., contract, negligence, or otherwise), arising out of the delay of or interruption in the Electronic INFORMA Services to be provided by USBGFS USBFS hereunder shall be to use its best reasonable efforts to commence or resume the Electronic INFORMA Services as promptly as is reasonably possible, so long as the delay or interruption was not the proximate result of USBGFS’s gross negligence or willful misconduct.
B. USBGFS USBFS shall, at its sole cost and expense, defend, indemnify, and hold harmless the Trust and its trustees, officers, agents, officers and employees from and against any and all claims, demands, losses, expenses and expenses, damages or liabilities of any and every nature (nature, including reasonable attorneys’ fees) , arising out of or relating to (a) any infringement, or claim of infringement, of any United States patent, trademark, copyright, trade secret, or other proprietary rights based on the use or potential use of INFORMA Services and (b) the Electronic Servicesprovision of the Trust Files (as defined below) or Confidential Information (as defined below) to a person other than a person to whom such information may be properly disclosed hereunder.
C. If an injunction is issued against the Trust’s and Users’ use of the Electronic INFORMA Services by reason of infringement of a patent, copyright, trademark, or other proprietary rights of a third party, USBGFS USBFS shall, at its own option and expense, either (i) procure for the Trust and Users the right to continue to use the Electronic INFORMA Services on substantially the same terms and conditions as specified hereunder, or (ii) after notification to the Trust, replace or modify the Electronic INFORMA Services so that they become non-infringing, provided that, in the Trust’s judgment, such replacement or modification does not materially and adversely affect the performance of the Electronic INFORMA Services or significantly lessen their utility to the TrustTrust and Users. If in the Trust’s judgment, such replacement or modification does materially adversely affect the performance of the Electronic INFORMA Services or significantly lessen their utility to the TrustTrust and Users, the Trust may terminate all rights and responsibilities under this Exhibit G D immediately on written notice to USBGFSUSBFS.
D. Because the ability of USBGFS USBFS to deliver Electronic INFORMA Services is dependent upon the Internet and equipment, software, systems, data and services provided by various telecommunications carriers, equipment manufacturers, firewall providers and encryption system developers and other vendors and third parties, USBGFS including DST, USBFS shall not be liable for delays or failures to perform its obligations hereunder to the extent that such delays or failures are attributable to circumstances beyond its reasonable control which interfere with the delivery of the Electronic INFORMA Services by means of the Internet or any of the equipment, software and services which support the Internet provided by such third parties. USBGFS USBFS shall also not be liable for the actions or omissions of any third party wrongdoers (i.e., hackers not employed by USBGFS USBFS or its affiliates) that cause a disruption or of the Electronic Services, unless USBGFS did not exercise reasonable care in following commercial standards to protect the Electronic any third parties involved with INFORMA Services.
E. USBGFS The Trust and Users are responsible for verifying the accuracy and receipt of all data or information made available via INFORMA Services. The Trust is responsible for advising Users of their responsibilities to promptly notify the Trust’s transfer agent of any errors or inaccuracies relating to data or other information made available via INFORMA Services with respect to the Trust’s shareholders.
F. USBFS shall not be responsible for the accuracy of input material from End Users and the Trust’s record-keeping systems maintained by third parties nor the resultant output derived from inaccurate input.
F. Certain Electronic Services may permit the Trust to provision End Users. If the Trust undertakes to provision End Users, the Trust The accuracy of input and output shall be solely responsible for providing access to End Users, removing access for End Users, and for maintaining appropriate safeguards over access credentials for End Users. USBGFS shall not be responsible for any unauthorized or improper use of judged as received at USBFS’ data center as determined by the Electronic Services records maintained by such End Users or by any other person accessing the Electronic Services through the action or inaction of the Trust or such End UsersUSBFS.
G. Notwithstanding anything to the contrary contained herein, USBGFS shall not be obligated to ensure or verify the accuracy or actual receipt, or the transmission, of any data or information contained in any transaction via the Electronic Services or the consummation of any inquiry or transaction request not actually reviewed by USBGFS. USBGFS is entitled to reasonably presume that all information and transaction requests submitted through the Electronic Services are genuine in the absence of actual information to the contrary. USBGFS will not be liable for any loss, liability, cost or expense for reasonably following instructions communicated through the Electronic Services, including fraudulent or unauthorized instructions.
Appears in 1 contract
Sources: Transfer Agent Servicing Agreement (Ariel Investment Trust)
Additional Indemnification; Limitation of Liability. A. Subject to Section 2 of this Exhibit2(A), USBGFS USBFS CANNOT AND DOES NOT GUARANTEE AVAILABILITY OF THE ELECTRONIC SERVICES. Accordingly, USBGFS’ USBFS’s sole liability to the Trust Company or any third party (including End Users) for any claims, notwithstanding the form of such claims (e.g., contract, negligence, or otherwise), arising out of the delay of or interruption in the Electronic Services to be provided by USBGFS USBFS hereunder shall be to use its best reasonable efforts to commence or resume the Electronic Services as promptly as is reasonably possible, so long as . This provision shall not have any affect upon the delay services USBFS is required to provide or interruption was not the proximate result standard of USBGFS’s gross negligence or willful misconductcare and liability USBFS has set forth in Section 8 of the Agreement.
B. USBGFS USBFS shall, at its sole cost and expense, defend, indemnify, and hold harmless the Trust Company and its trusteesdirectors, officers, agents, officers and employees from and against any and all claims, demands, losses, expenses and liabilities of any and every nature (including reasonable attorneys’ fees) arising out of or relating to (a) any infringement, or claim of infringement, of any United States patent, trademark, copyright, trade secret, or other proprietary rights based on the use or potential use of the Electronic ServicesServices and (b) the provision of the Company Files (as defined below) or Confidential Information (as defined below) to a person other than a person to whom such information may be properly disclosed hereunder.
C. If an injunction is issued against the TrustCompany’s use of the Electronic Services by reason of infringement of a patent, copyright, trademark, or other proprietary rights of a third party, USBGFS USBFS shall, at its own option and expense, either either: (i) procure for the Trust Company the right to continue to use the Electronic Services on substantially the same terms and conditions as specified hereunder, or (ii) after notification to the TrustCompany, replace or modify the Electronic Services so that they become non-infringing, provided that, in the TrustCompany’s judgment, such replacement or modification does not materially and adversely affect the performance of the Electronic Services or significantly lessen their utility to the TrustCompany. If in the TrustCompany’s judgment, such replacement or modification does materially adversely affect the performance of the Electronic Services or significantly lessen their utility to the TrustCompany, the Trust Company may terminate all rights and responsibilities under this Exhibit G B immediately on written notice to USBGFSUSBFS.
D. Because the ability of USBGFS USBFS to deliver Electronic Services is dependent upon the Internet and equipment, software, systems, data and services provided by various telecommunications carriers, equipment manufacturers, firewall providers and encryption system developers and other vendors and third parties, USBGFS USBFS shall not be liable for delays or failures to perform its obligations hereunder to the extent that such delays or failures are attributable to circumstances beyond its reasonable control which interfere with the delivery of the Electronic Services by means of the Internet or any of the equipment, software and services which support the Internet provided by such third parties. USBGFS USBFS shall also not be liable for the actions or omissions of any third party wrongdoers (i.e., hackers not employed by USBGFS USBFS or its affiliates) that cause a disruption or of any third parties involved in the Electronic ServicesServices and shall not be liable for the selection of any such third party, unless USBGFS did not exercise reasonable care USBFS selected the third party in following commercial standards to protect the Electronic Servicesbad faith or in a negligent manner.
E. USBGFS USBFS shall not be responsible for the accuracy of input material from End Users nor the resultant output derived from inaccurate input. The accuracy of input and output shall be judged as received at USBFS’s data center as determined by the records maintained by USBFS.
F. Certain Electronic Services may permit the Trust to provision End Users. If the Trust undertakes to provision End Users, the Trust shall be solely responsible for providing access to End Users, removing access for End Users, and for maintaining appropriate safeguards over access credentials for End Users. USBGFS shall not be responsible for any unauthorized or improper use of the Electronic Services by such End Users or by any other person accessing the Electronic Services through the action or inaction of the Trust or such End Users.
G. Notwithstanding anything to the contrary contained herein, USBGFS USBFS shall not be obligated to ensure or verify the accuracy or actual receipt, or the transmission, of any data or information contained in any transaction via the Electronic Services or the consummation of any inquiry or transaction request not actually reviewed by USBGFS. USBGFS is entitled to reasonably presume that all information and transaction requests submitted through the Electronic Services are genuine in the absence of actual information to the contrary. USBGFS will not be liable for any loss, liability, cost or expense for reasonably following instructions communicated through the Electronic Services, including fraudulent or unauthorized instructionsUSBFS.
Appears in 1 contract
Sources: Transfer Agent Servicing Agreement (RBB Fund, Inc.)
Additional Indemnification; Limitation of Liability. A. Subject to Section 2 of this Exhibit, USBGFS USBFS CANNOT AND DOES NOT GUARANTEE AVAILABILITY OF THE ELECTRONIC SERVICESMARSTM. Accordingly, USBGFSUSBFS’ sole liability to the Trust or any third party (including End Users) for any claims, notwithstanding the form of such claims (e.g., contract, negligence, or otherwise), arising out of the delay of or interruption in the Electronic Services MARSTM to be provided by USBGFS USBFS hereunder shall be to use its best reasonable efforts to commence or resume the Electronic Services MARSTM as promptly as is reasonably possible, so long as the delay or interruption was not the proximate result of USBGFS’s gross negligence or willful misconduct.. Execution Copy
B. USBGFS USBFS shall, at its sole cost and expense, defend, indemnify, and hold harmless the Trust and its trustees, officers, agents, officers and employees from and against any and all claims, demands, losses, expenses and expenses, damages or liabilities of any and every nature (nature, including reasonable attorneys’ fees) , arising out of or relating to (a) any infringement, or claim of infringement, of any United States patent, trademark, copyright, trade secret, or other proprietary rights based on the use or potential use of MARSTM and (b) the Electronic Servicesprovision of the Trust Files (as defined below) or Confidential Information (as defined below) to a person other than a person to whom such information may be properly disclosed hereunder.
C. If an injunction is issued against the Trust’s Trusts’ use of the Electronic Services MARSTM by reason of infringement of a patent, copyright, trademark, or other proprietary rights of a third party, USBGFS USBFS shall, at its own option and expense, either (i) procure for the Trust Trusts the right to continue to use the Electronic Services MARSTM on substantially the same terms and conditions as specified hereunder, or (ii) after notification to the Trust, replace or modify the Electronic Services MARSTM so that they become non-infringing, provided that, in the Trust’s Trusts’ judgment, such replacement or modification does not materially and adversely affect the performance of the Electronic Services MARSTM or significantly lessen their its utility to the Trust. Trusts If in the Trust’s judgment, such replacement or modification does materially adversely affect the performance of the Electronic Services MARSTM or significantly lessen their its utility to the TrustTrusts, the Trust Trusts may terminate all rights and responsibilities under this Exhibit G D immediately on written notice to USBGFSUSBFS.
D. Because the ability of USBGFS USBFS to deliver Electronic Services MARSTM is dependent upon the Internet and equipment, software, systems, data and services provided by various telecommunications carriers, equipment manufacturers, firewall providers and encryption system developers and other vendors and third parties, USBGFS including Sales Focus Solutions, USBFS shall not be liable for delays or failures to perform its obligations hereunder to the extent that such delays or failures are attributable to circumstances beyond its reasonable control which interfere with the delivery of the Electronic Services MARSTM by means of the Internet or any of the equipment, software and services which support the Internet provided by such third parties. USBGFS shall also not be liable for the actions or omissions of any third party wrongdoers (i.e., hackers not employed by USBGFS or its affiliates) that cause a disruption of the Electronic Services, unless USBGFS did not exercise reasonable care in following commercial standards to protect the Electronic Services.
E. USBGFS The Trusts are responsible for verifying the accuracy and receipt of all data or information made available via MARSTM. The Trust is responsible for promptly notifying USBFS of any errors or inaccuracies relating to data or other information made available via MARSTM with respect to the Trusts’ shareholders.
F. USBFS shall not be responsible for the accuracy of input material from End Users Trust’s record-keeping systems maintained by third parties nor the resultant output derived from inaccurate input.
F. Certain Electronic Services may permit the Trust to provision End Users. If the Trust undertakes to provision End Users, the Trust The accuracy of input and output shall be solely responsible for providing access to End Users, removing access for End Users, and for maintaining appropriate safeguards over access credentials for End Users. USBGFS shall not be responsible for any unauthorized or improper use of judged as received at USBFS’ data center as determined by the Electronic Services records maintained by such End Users or by any other person accessing the Electronic Services through the action or inaction of the Trust or such End UsersUSBFS.
G. Notwithstanding anything to the contrary contained herein, USBGFS shall not be obligated to ensure or verify the accuracy or actual receipt, or the transmission, of any data or information contained in any transaction via the Electronic Services or the consummation of any inquiry or transaction request not actually reviewed by USBGFS. USBGFS is entitled to reasonably presume that all information and transaction requests submitted through the Electronic Services are genuine in the absence of actual information to the contrary. USBGFS will not be liable for any loss, liability, cost or expense for reasonably following instructions communicated through the Electronic Services, including fraudulent or unauthorized instructions.
Appears in 1 contract
Sources: Transfer Agent Servicing Agreement (Eagle Growth & Income Fund)