Common use of Indemnification and Limitation on Liability Clause in Contracts

Indemnification and Limitation on Liability. 11.1 In addition to, and without prejudice to, any liability which the Customer may otherwise have under this Agreement and/or Applicable Laws, the Bank shall be entitled to ask the Customer to fully indemnify the Bank and/or its Affiliates against, and hold the Bank and/or its Affiliates harmless from, any losses, damages, costs, claims, expenses and liabilities (including without limitation, any loss of bargain, cost of funding and any costs or loss incurred as a result of terminating, liquidating, obtaining or re-establishing any hedge or related trading position), whether or not reasonably foreseeable, sustained or incurred by the Bank as a result of or in connection with: (a) any representation or warranties given by the Customer being untrue or ceasing to be true; or (b) any breach of the terms in this Agreement or any other QDII Product Document or otherwise in connection with any QDII Product by the Customer. 11.2 Before investing in a specific QDII Product, the Customer shall carefully read the Term Sheet and risk disclosure statement for that QDII Product and understand the terms and conditions thereof and the key risks highlighted therein. Besides, the Customer is reminded that the Term Sheet and risk disclosure statement does not purport to disclose all risks associated with that QDII Product. The Customer shall assume all risks of loss that may occur in relation to a specific QDII Product, and shall not look directly or indirectly to the Bank to indemnify or otherwise hold it harmless in respect of any such loss. 11.3 Unless otherwise expressly provided in relevant QDII Product Documents, any information and introductions of any QDII Product provided by the Bank are for reference only and shall not constitute any suggestion, representation or recommendation (either in writing or oral) of any QDII Product or investment by the Bank to the Customer or be deemed as any undertaking or guarantee of whatsoever nature by the Bank to the Customer on relevant QDII Product. Except as expressly stated in relevant QDII Product Documents, the Bank does not make any confirmation or guarantee on the safety of the principal, the return or profit of any QDII Product. In addition, the Customer understands and agrees that, the Bank may provide the information, data or material of the Offshore Product to the Customer for its reference from time to time (including but not limited to the term sheet, offering documents, marketing material and performance material of the Offshore Product) from public source reasonably relied upon by the Bank or the information, data or material prepared or provided by the Issuer or other intermediate institutions and shall not be liable for the accuracy and completeness of such information, data or material. In particular, the Bank is entitled to rely on the information, data or material in relation to Offshore Product as disclosed by the Issuer or the Offshore Product, the securities registration, settlement institutions, third party data and information source institution or other relevant third party through the information disclosure channel as provided by applicable law in relevant jurisdiction, and the Bank does not make any representations, warranties or guarantee on the accuracy and completeness of the information provided by such institutions and shall not be liable for any losses caused in relation to the accuracy and completeness of such information. 11.4 Although the Bank will conduct or has conducted risk profile assessment for the Customer in accordance with Applicable Laws, before investing in any specific QDII Product, the Customer shall also carefully assess his risk tolerance level, specific financial situation and investment objectives, and then determine whether that QDII Product is a suitable investment for him and that he is able to bear the risks of that QDII Product based upon his own judgment or upon advice from independent professional advisers. The Customer shall not rely on any advice, statements or recommendations (whether written or oral) of the Bank; and he acknowledges that the Bank does not authorize any person (including any bank staff) to give any assurance or guarantee as to the expected results of that QDII Product. In any event, the Bank is not and shall not be deemed as the trustee or adviser of the Customer and shall not be liable to the Customer for any losses incurred in relation to any QDII Product invested by the Customer.