Indemnity and Limitation of Liability. 22.1. Subject to the Applicable Laws, Rules and/or Regulations, you will indemnify us, and keep us indemnified on demand, in respect of all liabilities, Losses or costs of any kind or nature whatsoever that may be incurred by us as a direct or indirect result of any failure by you to perform any of your obligations under this Agreement, in relation to any Transaction or in relation to any false information or declaration made either to us or to any third party, in particular to any Exchange. You acknowledge that this indemnity extends to our legal and administrative costs and expenses incurred in respect of preparing for and taking any legal or investigatory action against you, or instructing any debt collection agency, to recover monies owed by you to us. 22.2. To the extent permitted by law, you will indemnify, protect and hold us harmless from and against all Losses, liabilities, judgements, suits, actions, proceedings, claims, damages or costs resulting from or arising out of any act or omission by any person obtaining access to your Account whether or not you authorized such access. 22.3. To the fullest extent permitted by law, you release, discharge and indemnify and agree to keep FinPros and its respective officers, employees, agents and representatives indemni- fied from and against all claims arising out of: a) any default, whether by your act or omission under this Agreement or any Order or Transaction; b) any breach by you of any Applicable Laws, Rules and/or Regulations; c) any representation or warranty made or given by you under this Agreement prov- ing to be untrue or incorrect; d) any error, omission, fraud, malfeasance, negligence, misappropriation or criminal act or omission by you or by any of your clients, employees, agents or Authorized Representative, consultants or servants; e) any failure of any of your computer or electronic systems or networks to perform, be available or successfully transmit data to FinPros, or any error or inadequacy in the data or information input into such systems or networks by you; f) any delays in processing any Order including, for example (but not limited to), as a result of systems or market delays, or due to verification or filtering procedures or unauthorized processes, email delays or due to telephone call waiting time or ad- herence to internal policies and procedures; g) anything lawfully done by FinPros in accordance with, pursuant or incidental to this Agreement; h) any instruction, request or direction given by you; i) by reason of FinPros complying with any direction, request or requirement of Appli- cable Laws, Rules and/or Regulations, any Underlying Market or CS Facility, any government body or any regulatory body having jurisdiction over FinPros or any hedge counterparty; j) arising from and in connection with or in any way related to FinPros in good faith accepting and acting on instructions received by facsimile transmission, email or by other means of any kind which are signed by or purported to be signed by you or any Authorized Representative; or k) any failure or delay by a hedge counterparty to meet its obligations to FinPros in respect of or in relation to (including by corresponding with) your Transactions and any payments made in respect of them, except only to the extent attributable to the breach of this Agreement by FinPros or the gross negligence or fraud by FinPros. 22.4. FinPros excludes all liability in contract, tort or otherwise relating to or resulting from use of any services we provide under this Agreement and for any Loss incurred by you directly or indirectly, including without limitation as a result of or arising out of: a) your use of an Electronic Trading Service; b) any inaccuracy, error or delay in or omission from any information provided to you under this Agreement including the Electronic Trading Service; c) any delays or failures or inaccuracies, or loss of access to, the provision of a service to you including, without limitation, any delay, failure or inaccuracy in, or the loss of access to, the Electronic Trading Service or in respect of the transmission of Orders or any other information; d) any misinterpretation of your Orders or instructions which are unclear, ambiguous, or not specific; e) any inability by you to open or Close Out a Transaction; f) anything which is beyond our control and the effect of which is beyond our control to avoid; and g) any government restriction, Exchange or market rulings, suspension of trading, computer or telephone failure, unlawful access to our Electronic Trading Service, theft, sabotage, war, earthquakes, strike, Force Majeure Event and, without limita- tion, any other conditions beyond our control. 22.5. Unless we are prohibited from excluding such liability by law (for example, for losses re- lating to death or personal injury or caused by our fraud), we will not be liable for any direct, indirect, special, incidental, punitive or consequential damages (including, without limitation, loss of business, loss of profits, failure to avoid a loss, loss of data, loss or cor- ruption of data, loss of goodwill or reputation) caused by any act or omission of ours under this Agreement. 22.6. If and to the extent that we are found liable for any losses or damages in relation to a Transaction or your dealings with us then, unless we are prohibited from limiting such li- ability by law, the maximum amount of our liability to you will be limited to the amount of Transaction Fees, commission or Spread paid or payable by you in respect of that Trans- action. You acknowledge and agree that this provision is reasonable given the relation- ship of the parties and the nature and features of the Financial Products.
Appears in 5 contracts
Sources: Client Agreement, Client Agreement, Client Agreement
Indemnity and Limitation of Liability. 22.1. Subject to 9.1 The Licensee indemnifies, holds harmless and defends each of BCCA, UBC and the Applicable LawsProvincial Heath Services Authority and their respective Board of Governors, Rules and/or RegulationsBoard of Directors, you will indemnify usofficers, employees, faculty, students, invitees and agents, and keep us indemnified on demandUPNG and IND Agency, in respect against any and all claims (including all associated legal fees and disbursements actually incurred) arising out of all liabilities, Losses or costs the exercise of any kind or nature whatsoever that may be incurred by us as a direct or indirect result of any failure by you to perform any of your obligations rights under this Agreement, including without limitation against any damages or losses, consequential or otherwise, arising in relation any manner at all from or out of the use of the Technology or any Improvements or Products licensed under this Agreement by the Licensee or any of its Third Party Contractors, Sublicensees or their respective customers or end-users.
9.2 The Licensor shall provide to the Licensee:
(a) prompt written notice of any Transaction claim under Section 9.1;
(b) the exclusive right to control and direct the investigation, defence, or in relation to settlement (if applicable) of such claim, provided that the Licensee shall not admit any false information fault or declaration made liability on behalf of either to us of the parties comprising the Licensor without full consultation with and written approval from the Licensor; and
(c) all reasonable necessary cooperation of the Licensor.
9.3 The Licensor’s total liability, whether under the express or to any third partyimplied terms of this Agreement, in particular to tort (including negligence) or at common law, for any Exchange. You acknowledge that this indemnity extends to our legal and administrative costs and expenses incurred in respect of preparing for and taking any legal loss or investigatory action against youdamage suffered by the Licensee, whether direct, indirect or special, or instructing any debt collection agencyother similar damage that may arise or does arise from any breaches of this Agreement by BCCA, to recover monies owed by you to us.
22.2. To UBC and the extent permitted by lawProvincial Heath Services Authority and their respective Board of Governors, you will indemnifyBoard of Directors, protect and hold us harmless from and against all Lossesthe Provincial Health Service Authority, liabilities, judgements, suits, actions, proceedings, claims, damages or costs resulting from or arising out of any act or omission by any person obtaining access to your Account whether or not you authorized such access.
22.3. To the fullest extent permitted by law, you release, discharge and indemnify and agree to keep FinPros and its respective officers, employees, faculty, students or agents is limited to $10,000 (Canadian funds).
9.4 The Licensee acknowledges and representatives indemni- fied agrees that neither of the parties comprising the Licensor nor UPNG nor IND Agency will be liable for consequential or incidental damages arising from and against all claims arising out of:
a) any default, whether by your act or omission under this Agreement or any Order or Transaction;
b) any breach or breaches of this Agreement.
9.5 Notwithstanding any other provision of this Agreement, each Party acknowledges that an irreparable injury would be suffered by you of any Applicable Laws, Rules and/or Regulations;
c) any representation or warranty made or given by you under this Agreement prov- ing to be untrue or incorrect;
d) any error, omission, fraud, malfeasance, negligence, misappropriation or criminal act or omission by you or by any of your clients, employees, agents or Authorized Representative, consultants or servants;
e) any failure of any of your computer or electronic systems or networks to perform, be available or successfully transmit data to FinPros, or any error or inadequacy in the data or information input into such systems or networks by you;
f) any delays in processing any Order including, for example (but not limited to), non-breaching Party as a result of systems or market delays, or due to verification or filtering procedures or unauthorized processes, email delays or due to telephone call waiting time or ad- herence to internal policies and procedures;
g) anything lawfully done by FinPros in accordance with, pursuant or incidental to this Agreement;
h) any instruction, request or direction given by you;
i) by reason a breach of FinPros complying with any direction, request or requirement of Appli- cable Laws, Rules and/or Regulations, any Underlying Market or CS Facility, any government body or any regulatory body having jurisdiction over FinPros or any hedge counterparty;
j) arising from and in connection with or in any way related to FinPros in good faith accepting and acting on instructions received by facsimile transmission, email or by other means of any kind which are signed by or purported to be signed by you or any Authorized Representative; or
k) any failure or delay by a hedge counterparty to meet its obligations to FinPros in respect of or in relation to (including by corresponding with) your Transactions and any payments made in respect of them, except only to the extent attributable to the breach provisions of this Agreement by FinPros the breaching Party and that an award of monetary damages alone would not be an adequate remedy. Notwithstanding any provision hereof to the contrary, the non-breaching Party will have the right, in addition to any other rights it may have, to obtain injunctive relief to restrain any breach or threatened breach by the gross negligence or fraud by FinPros.
22.4. FinPros excludes all liability in contract, tort breaching Party or otherwise relating to or resulting from use of specifically enforce any services we provide under this Agreement and for any Loss incurred by you directly or indirectly, including without limitation as a result of or arising out of:
a) your use of an Electronic Trading Service;
b) any inaccuracy, error or delay in or omission from any information provided to you under this Agreement including the Electronic Trading Service;
c) any delays or failures or inaccuracies, or loss of access to, the provision of a service to you includingthis Agreement, without limitation, any delay, failure or inaccuracy in, or the loss of access to, the Electronic Trading Service or in respect of the transmission of Orders or any other information;
d) any misinterpretation of your Orders or instructions which are unclear, ambiguous, or not specific;
e) any inability by you to open or Close Out a Transaction;
f) anything which is beyond our control and the effect of which is beyond our control to avoid; and
g) any government restriction, Exchange or market rulings, suspension of trading, computer or telephone failure, unlawful access to our Electronic Trading Service, theft, sabotage, war, earthquakes, strike, Force Majeure Event and, without limita- tion, any other conditions beyond our control.
22.5. Unless we are prohibited from excluding such liability by law (for example, for losses re- lating to death or personal injury or caused by our fraud), we non-breaching Party will not be liable for any direct, indirect, special, incidental, punitive obligated to post bond or consequential damages (including, without limitation, loss other security in seeking such relief.
9.6 Notwithstanding the termination or expiration of business, loss of profits, failure to avoid a loss, loss of data, loss or cor- ruption of data, loss of goodwill or reputation) caused by any act or omission of ours under this Agreement.
22.6. If , the rights and obligations provided for in Section 9.0 will survive and continue to bind and enure to the extent that we are found liable for any losses or damages in relation to a Transaction or your dealings with us then, unless we are prohibited from limiting such li- ability by law, the maximum amount of our liability to you will be limited to the amount of Transaction Fees, commission or Spread paid or payable by you in respect of that Trans- action. You acknowledge and agree that this provision is reasonable given the relation- ship benefit of the parties Parties and the nature their respective successors and features of the Financial Productspermitted assigns.
Appears in 2 contracts
Sources: License Agreement (ESSA Pharma Inc.), License Agreement (ESSA Pharma Inc.)
Indemnity and Limitation of Liability. 22.110.1. Subject Each Party, as the indemnitor (the “Indemnitor”), agrees to indemnify, defend, and hold harmless as the indemnitee the other Party and its affiliates, subsidiaries, officers, directors, employees, contractors, successors, and assigns (collectively the “Indemnitee”), from all claims, lawsuits, judgments, losses, damages, costs, and expenses (including attorneys' fees) incurred or to be incurred, which may be made or brought against such parties by any person, corporation, government, class, or any entity whatsoever, including, by example and not by limitation, any tier of subcontractor (except for, and to the Applicable Lawsextent of, Rules and/or Regulations, you will indemnify us, and keep us indemnified on demand, in respect of all liabilities, Losses an Indemnitee’s own negligence or costs of any kind or nature whatsoever that may be incurred by us as a direct or indirect result of any failure by you to perform any of your obligations under this Agreement, in relation to any Transaction or in relation to any false information or declaration made either to us or to any third party, in particular to any Exchange. You acknowledge that this indemnity extends to our legal and administrative costs and expenses incurred in respect of preparing for and taking any legal or investigatory action against you, or instructing any debt collection agency, to recover monies owed by you to us.
22.2. To the extent permitted by law, you will indemnify, protect and hold us harmless from and against all Losses, liabilities, judgements, suits, actions, proceedings, claims, damages or costs intentional wrongful conduct) resulting from or arising out of any act or omission by any person obtaining access related to your Account whether or not you authorized such access.
22.3. To the fullest extent permitted by law, you release, discharge and indemnify and agree to keep FinPros and its respective officers, employees, agents and representatives indemni- fied from and against all claims arising out of:
a) any default, whether by your act or omission under this Agreement or any Order or Transaction;
b) any breach by you of any Applicable Laws, Rules and/or Regulations;
c) any representation or warranty made or given by you under this Agreement prov- ing to be untrue or incorrect;
d) any error, omission, fraud, malfeasance, negligence, misappropriation or criminal act or omission by you or by any of your clients, employees, agents or Authorized Representative, consultants or servants;
e) any failure of any of your computer or electronic systems or networks to perform, be available or successfully transmit data to FinPros, or any error or inadequacy in the data or information input into such systems or networks by you;
f) any delays in processing any Order including, for example Indemnitor’s: (but not limited to), as a result of systems or market delays, or due to verification or filtering procedures or unauthorized processes, email delays or due to telephone call waiting time or ad- herence to internal policies and procedures;
g) anything lawfully done by FinPros in accordance with, pursuant or incidental to this Agreement;
h) any instruction, request or direction given by you;
i) by reason of FinPros complying with any direction, request negligent acts and/or omissions or requirement of Appli- cable Laws, Rules and/or Regulations, any Underlying Market or CS Facility, any government body or any regulatory body having jurisdiction over FinPros or any hedge counterparty;
jwillful misconduct; (ii) arising from and in connection with or in any way related to FinPros in good faith accepting and acting on instructions received by facsimile transmission, email or by other means of any kind which are signed by or purported to be signed by you or any Authorized Representative; or
k) any failure or delay by a hedge counterparty to meet its obligations to FinPros in respect of or in relation to (including by corresponding with) your Transactions and any payments made in respect of them, except only to the extent attributable to the breach of this Agreement by FinPros or the gross negligence violation of any applicable law, rule, or fraud by FinProsregulation; (iii) breach of or material inaccuracy of any warranty or representation made hereunder; or (iv) infringement of any patent, copyright, trade secret, trademark, or other intellectual property rights.
22.410.2. FinPros excludes The Indemnitor is obligated to assume the defense, at its sole expense, of any claim or litigation as to which it has an indemnification obligation hereunder, provided that the Indemnitee shall, at its own expense, be entitled to monitor and/or participate in the defense thereof. If, after being duly notified, the Indemnitor fails to defend as required hereunder in a timely manner, the Indemnitee shall have the right to assume its own defense, and the Indemnitor shall be obligated to reimburse the Indemnitee for any
10.3. The Indemnitor shall not, without the prior written consent of the Indemnitee: (i) settle or compromise any action, suit, proceeding, or claim, or consent to the entry of any judgment that does not include as an unconditional term thereof a full and complete written release of the Indemnitee (in form, scope, and substance satisfactory to the Indemnitee in its sole but reasonable discretion) from all liability in contractrespect of such action, tort or otherwise relating to or resulting from use of any services we provide under this Agreement and for any Loss incurred by you directly or indirectlysuit, including without limitation as a result of or arising out of:
a) your use of an Electronic Trading Service;
b) any inaccuracy, error or delay in or omission from any information provided to you under this Agreement including the Electronic Trading Service;
c) any delays or failures or inaccuraciesproceeding, or loss claim, and a dismissal with prejudice of access tosuch action, the provision of a service to you includingsuit, without limitation, any delay, failure or inaccuracy inproceeding, or the loss of access toclaim; or (ii) settle or compromise any action, the Electronic Trading Service or in respect of the transmission of Orders or any other information;
d) any misinterpretation of your Orders or instructions which are unclearsuit, ambiguousproceeding, or not specific;
e) claim in any inability manner that may adversely affect the Indemnitee or obligate Indemnitee to pay any sum or perform any obligation as determined by you to open or Close Out a Transaction;
f) anything which is beyond our control and the effect of which is beyond our control to avoid; and
g) any government restriction, Exchange or market rulings, suspension of trading, computer or telephone failure, unlawful access to our Electronic Trading Service, theft, sabotage, war, earthquakes, strike, Force Majeure Event and, without limita- tion, any other conditions beyond our controlIndemnitee in its sole but reasonable discretion.
22.5. Unless we are prohibited from excluding such liability by law (for example, for losses re- lating to death or personal injury or caused by our fraud), we will not be liable for any direct, indirect, special, incidental, punitive or consequential damages (including, without limitation, loss of business, loss of profits, failure to avoid a loss, loss of data, loss or cor- ruption of data, loss of goodwill or reputation) caused by any act or omission of ours under this Agreement.
22.6. If and to the extent that we are found liable for any losses or damages in relation to a Transaction or your dealings with us then, unless we are prohibited from limiting such li- ability by law, the maximum amount of our liability to you will be limited to the amount of Transaction Fees, commission or Spread paid or payable by you in respect of that Trans- action. You acknowledge and agree that this provision is reasonable given the relation- ship of the parties and the nature and features of the Financial Products.
Appears in 1 contract
Sources: Producer Agreement
Indemnity and Limitation of Liability. 22.1. Subject 4.1 You hereby acknowledge and agree that in participating in the Programme, it is your intention that the you shall act in your own capacity as principal and not as an agent or representative for GOMO when providing Goods or Services to the Applicable LawsCustomer.
4.2 Any dispute regarding the Goods or Services or any personal data collected by you from the Customer are your responsibility and shall be resolved entirely between you and the Customer. You agree that the GOMO is not responsible and shall have no liability to you or the Customer with respect to the Goods or Services, Rules the Programme or any personal data collected by you.
4.3 You shall indemnify and hold GOMO and/or Regulationsits Associates harmless from and against all costs, you will indemnify usclaims, losses, damages, pecuniary fines/penalties, demands, liabilities, causes of action, proceedings, awards or judgments (including all legal costs and keep us indemnified on expenses) incurred by or brought against the GOMO and/or its Associates or any of the GOMO’s and/or its Associates’ directors, officers, employees, agents, contractors or subcontractors arising out of or connected with:
(a) any claim, demand, proceeding or other liability arising wholly or partly, directly or indirectly, from the information relating to the Goods or Services or usage of the link to your website;
(b) any breach or alleged breach of your representations, warranties or covenants in respect this Agreement;
(c) any claim concerning your failure or alleged failure to honour an offer;
(d) any claim arising out of all liabilitiesor relating to the Goods or Services, Losses including but not limited to, any claims for false advertising, product defects, inaccurate description of the Goods or costs Services, infringement of any kind third- party rights, title, merchantability, satisfactory quality, fitness for a particular purpose and freedom from computer virus, personal injury, death or nature whatsoever that may be incurred by us as a direct or indirect result of property damages;
(e) any failure by you to perform comply with applicable law;
(f) any of your obligations under this Agreement, in relation to any Transaction or in relation to any false information or declaration made either to us or to any third party, in particular to any Exchange. You acknowledge that this indemnity extends to our legal and administrative costs and expenses incurred in respect of preparing for and taking any legal or investigatory action against you, or instructing any debt collection agency, to recover monies owed by you to us.
22.2. To the extent permitted by law, you will indemnify, protect and hold us harmless claim from and against all Losses, liabilities, judgements, suits, actions, proceedings, claims, damages or costs resulting from or arising out of any act or omission by any person obtaining access to you in providing the Goods or Services, negligence, default, misconduct, fraud or your Account whether or not you authorized such access.
22.3. To the fullest extent permitted by lawbreach of this Agreement, you releaseyour Associates, discharge and indemnify and agree to keep FinPros and its respective directors, officers, employees, agents and representatives indemni- fied from and against all claims arising out of:
a) any defaultagents, whether by your act contractors or omission under this Agreement subcontractors in providing the Goods or any Order or Transaction;
b) any breach by you of any Applicable Laws, Rules and/or Regulations;
c) any representation or warranty made or given by you under this Agreement prov- ing to be untrue or incorrect;
d) any error, omission, fraud, malfeasance, negligence, misappropriation or criminal act or omission by you or by any of your clients, employees, agents or Authorized Representative, consultants or servants;
e) any failure of any of your computer or electronic systems or networks to perform, be available or successfully transmit data to FinPros, or any error or inadequacy in the data or information input into such systems or networks by you;
f) any delays in processing any Order including, for example (but not limited to), as a result of systems or market delays, or due to verification or filtering procedures or unauthorized processes, email delays or due to telephone call waiting time or ad- herence to internal policies and procedures;
g) anything lawfully done by FinPros in accordance with, pursuant or incidental to this Agreement;
h) any instruction, request or direction given by you;
i) by reason of FinPros complying with any direction, request or requirement of Appli- cable Laws, Rules and/or Regulations, any Underlying Market or CS Facility, any government body or any regulatory body having jurisdiction over FinPros or any hedge counterparty;
j) arising from and in connection with or in any way related to FinPros in good faith accepting and acting on instructions received by facsimile transmission, email or by other means of any kind which are signed by or purported to be signed by you or any Authorized Representative; or
k) any failure or delay by a hedge counterparty to meet its obligations to FinPros in respect of or in relation to (including by corresponding with) your Transactions and any payments made in respect of them, except only to the extent attributable to the breach of this Agreement by FinPros or the gross negligence or fraud by FinProsServices.
22.4. FinPros excludes all liability in contract, tort or otherwise relating to or resulting from use of any services we provide under this Agreement 4.4 GOMO and for any Loss incurred by you directly or indirectly, including without limitation as a result of or arising out of:
a) your use of an Electronic Trading Service;
b) any inaccuracy, error or delay in or omission from any information provided to you under this Agreement including the Electronic Trading Service;
c) any delays or failures or inaccuracies, or loss of access to, the provision of a service to you including, without limitation, any delay, failure or inaccuracy in, or the loss of access to, the Electronic Trading Service or in respect of the transmission of Orders or any other information;
d) any misinterpretation of your Orders or instructions which are unclear, ambiguous, or not specific;
e) any inability by you to open or Close Out a Transaction;
f) anything which is beyond our control and the effect of which is beyond our control to avoid; and
g) any government restriction, Exchange or market rulings, suspension of trading, computer or telephone failure, unlawful access to our Electronic Trading Service, theft, sabotage, war, earthquakes, strike, Force Majeure Event and, without limita- tion, any other conditions beyond our control.
22.5. Unless we are prohibited from excluding such liability by law (for example, for losses re- lating to death or personal injury or caused by our fraud), we its Associates will not be liable for indirect loss, any direct, indirect, special, incidental, punitive or consequential damages (including, without limitation, loss of businessrevenue, or any loss of profits, failure to avoid a loss, loss of data, loss or cor- ruption of data, loss of goodwill or reputation) caused by any act or omission of ours under this Agreement.
22.6. If and to the extent that we are found liable for any losses or damages in relation to a Transaction or your dealings with us then, unless we are prohibited from limiting such li- ability by law, the maximum amount of our liability to you will be limited to the amount of Transaction Fees, commission or Spread paid or payable by you in respect of that Trans- action. You acknowledge and agree that this provision is reasonable given the relation- ship of the parties profit and the nature and features total cumulative liability of the Financial ProductsGOMO for other damages for this Agreement (for all claims in aggregate) will not exceed Five Singapore Dollars ($5.00).
Appears in 1 contract
Sources: Listing Agreement
Indemnity and Limitation of Liability. 22.1. Subject to the Applicable Laws, Rules and/or Regulations, you will indemnify us, and keep us indemnified on demand, in respect of all liabilities, Losses or costs of any kind or nature whatsoever that may be incurred by us as a direct or indirect result of any failure by you to perform any of your obligations under this Agreement, in relation to any Transaction or in relation to any false information or declaration made either to us or to any third party, in particular to any Exchange. You acknowledge that this indemnity extends to our legal and administrative costs and expenses incurred in respect of preparing for and taking any legal or investigatory action against you, or instructing any debt collection agency, to recover monies owed by you to us.
22.2. To the extent permitted by law, you will indemnify, protect and hold us harmless from and against all Losses, liabilities, judgements, suits, actions, proceedings, claims, damages or costs resulting from or arising out of any act or omission by any person obtaining access to your Account whether or not you authorized such access.
22.3. To the fullest extent permitted by law, you release, discharge and indemnify and agree to keep FinPros and its respective officers, employees, agents and representatives indemni- fied indemnified from and against all claims arising out of:
a) any default, whether by your act or omission under this Agreement or any Order or Transaction;
b) any breach by you of any Applicable Laws, Rules and/or Regulations;
c) any representation or warranty made or given by you under this Agreement prov- ing proving to be untrue or incorrect;
d) any error, omission, fraud, malfeasance, negligence, misappropriation or criminal act or omission by you or by any of your clients, employees, agents or Authorized Representative, consultants or servants;
e) any failure of any of your computer or electronic systems or networks to perform, be available or successfully transmit data to FinPros, or any error or inadequacy in the data or information input into such systems or networks by you;
f) any delays in processing any Order including, for example (but not limited to), as a result of systems or market delays, or due to verification or filtering procedures or unauthorized processes, email delays or due to telephone call waiting time or ad- herence adherence to internal policies and procedures;
g) anything lawfully done by FinPros in accordance with, pursuant or incidental to this Agreement;
h) any instruction, request or direction given by you;
i) by reason of FinPros complying with any direction, request or requirement of Appli- cable Applicable Laws, Rules and/or Regulations, any Underlying Market or CS Facility, any government body or any regulatory body having jurisdiction over FinPros or any hedge counterparty;
j) arising from and in connection with or in any way related to FinPros in good faith accepting and acting on instructions received by facsimile transmission, email or by other means of any kind which are signed by or purported to be signed by you or any Authorized Representative; or
k) any failure or delay by a hedge counterparty to meet its obligations to FinPros in respect of or in relation to (including by corresponding with) your Transactions and any payments made in respect of them, except only to the extent attributable to the breach of this Agreement by FinPros or the gross negligence or fraud by FinPros.
22.4. FinPros excludes all liability in contract, tort or otherwise relating to or resulting from use of any services we provide under this Agreement and for any Loss incurred by you directly or indirectly, including without limitation as a result of or arising out of:
a) your use of an Electronic Trading Service;
b) any inaccuracy, error or delay in or omission from any information provided to you under this Agreement including the Electronic Trading Service;
c) any delays or failures or inaccuracies, or loss of access to, the provision of a service to you including, without limitation, any delay, failure or inaccuracy in, or the loss of access to, the Electronic Trading Service or in respect of the transmission of Orders or any other information;
d) any misinterpretation of your Orders or instructions which are unclear, ambiguous, or not specific;
e) any inability by you to open or Close Out a Transaction;
f) anything which is beyond our control and the effect of which is beyond our control to avoid; and
g) any government restriction, Exchange or market rulings, suspension of trading, computer or telephone failure, unlawful access to our Electronic Trading Service, theft, sabotage, war, earthquakes, strike, Force Majeure Event and, without limita- tionlimitation, any other conditions beyond our control.
22.5. Unless we are prohibited from excluding such liability by law (for example, for losses re- lating relating to death or personal injury or caused by our fraud), we will not be liable for any direct, indirect, special, incidental, punitive or consequential damages (including, without limitation, loss of business, loss of profits, failure to avoid a loss, loss of data, loss or cor- ruption corruption of data, loss of goodwill or reputation) caused by any act or omission of ours under this Agreement.
22.6. If and to the extent that we are found liable for any losses or damages in relation to a Transaction or your dealings with us then, unless we are prohibited from limiting such li- ability liability by law, the maximum amount of our liability to you will be limited to the amount of Transaction Fees, commission or Spread paid or payable by you in respect of that Trans- actionTransaction. You acknowledge and agree that this provision is reasonable given the relation- ship relationship of the parties and the nature and features of the Financial Products.
Appears in 1 contract
Sources: Client Agreement
Indemnity and Limitation of Liability. 22.1. Subject 9.1 The Driver shall at all times indemnify, keep indemnified and hold harmless the Company and its officers and directors from and against all costs (including the cost of enforcement), expenses, liabilities (including any tax liability), injuries, direct loss, damages, claims, demands, proceedings or legal costs and judgments incurred or suffered by the Company or for which the Driver may be liable with respect to any claim relating to the Applicable LawsServices provided by the Driver and/ or arising from a breach of the Driver’s representations, Rules warranties or undertakings contained herein or arising from the acts or omissions of the Driver or its respective employees, agents and/or Regulationsrepresentatives pursuant to this Agreement.
9.2 The Driver hereby agrees to defend, you will indemnify usand hold harmless the Company from and against any and all suits, and keep us indemnified on demandactions, in respect claims, demands, judgments, debts, obligations or rights of all liabilities, Losses or costs action of any kind or nature whatsoever that relating to the use of the Trademark by the Driver in combination with his trademark/logo and all costs, actual or consequential damages, losses, charges or expenses, including attorneys’ fees, incurred directly or indirectly by the Company in connection therewith, arising out of the rights granted to the Driver under clause 4.5 hereinabove or any acts, omissions, statements or representations of any employee, agent, officer or director of the Driver relating thereto (collectively called “Claims”). The Company shall notify the Driver of any such Claims promptly upon receiving notice or being informed of the existence thereof. Upon such notice from the Company, the Driver shall promptly take such action as may be incurred by us as a direct necessary to protect and defend the Company against such Claims and shall indemnify the Company against any losses, costs or indirect result of any failure by you to perform any of your obligations under this Agreement, in relation to any Transaction or in relation to any false information or declaration made either to us or to any third party, in particular to any Exchange. You acknowledge that this indemnity extends to our legal and administrative costs and expenses incurred in respect of preparing for and taking any legal or investigatory action against you, or instructing any debt collection agency, to recover monies owed by you to usconnection therewith.
22.2. To the extent permitted by law, you will indemnify, protect 9.3 The Company shall not be held responsible for any and hold us harmless from and against all Losses, liabilities, judgements, suits, actions, proceedings, claims, damages demands, judgments, debts, obligations or costs resulting from or arising out rights of any act or omission by any person obtaining access to your Account whether or not you authorized such access.
22.3. To the fullest extent permitted by law, you release, discharge and indemnify and agree to keep FinPros and its respective officers, employees, agents and representatives indemni- fied from and against all claims arising out of:
a) any default, whether by your act or omission under this Agreement or any Order or Transaction;
b) any breach by you of any Applicable Laws, Rules and/or Regulations;
c) any representation or warranty made or given by you under this Agreement prov- ing to be untrue or incorrect;
d) any error, omission, fraud, malfeasance, negligence, misappropriation or criminal act or omission by you or by any of your clients, employees, agents or Authorized Representative, consultants or servants;
e) any failure of any of your computer or electronic systems or networks to perform, be available or successfully transmit data to FinPros, or any error or inadequacy in the data or information input into such systems or networks by you;
f) any delays in processing any Order including, for example (but not limited to), as a result of systems or market delays, or due to verification or filtering procedures or unauthorized processes, email delays or due to telephone call waiting time or ad- herence to internal policies and procedures;
g) anything lawfully done by FinPros in accordance with, pursuant or incidental to this Agreement;
h) any instruction, request or direction given by you;
i) by reason of FinPros complying with any direction, request or requirement of Appli- cable Laws, Rules and/or Regulations, any Underlying Market or CS Facility, any government body or any regulatory body having jurisdiction over FinPros or any hedge counterparty;
j) arising from and in connection with or in any way related to FinPros in good faith accepting and acting on instructions received by facsimile transmission, email or by other means action of any kind which are signed by or purported to be signed by you or any Authorized Representative; or
k) any failure or delay by a hedge counterparty to meet its obligations to FinPros in respect of or in relation to (including by corresponding with) your Transactions and any payments made in respect of them, except only nature relating to the extent attributable to the breach of this Agreement by FinPros or the gross negligence or fraud by FinPros.
22.4. FinPros excludes all liability in contract, tort or otherwise relating to or resulting from use of any services we provide under this Agreement and for any Loss incurred by you directly or indirectly, including without limitation as a result of or arising out of:
a) your use of an Electronic Trading Service;
b) any inaccuracy, error or delay in or omission from any information provided to you under this Agreement including the Electronic Trading Service;
c) any delays or failures or inaccuracies, or loss of access to, the provision of a service to you including, without limitation, any delay, failure or inaccuracy in, or the loss of access to, the Electronic Trading Service or in respect trademark/logo of the transmission of Orders or any other information;
d) any misinterpretation of your Orders or instructions which are unclear, ambiguous, or not specific;
e) any inability by you to open or Close Out a Transaction;
f) anything which is beyond our control and the effect of which is beyond our control to avoid; and
g) any government restriction, Exchange or market rulings, suspension of trading, computer or telephone failure, unlawful access to our Electronic Trading Service, theft, sabotage, war, earthquakes, strike, Force Majeure Event and, without limita- tion, any other conditions beyond our controlDriver.
22.5. Unless we are prohibited from excluding such liability by law (for example, for losses re- lating to death or personal injury or caused by our fraud), we will not be liable for any direct, indirect, special, incidental, punitive or consequential damages (including, without limitation, loss of business, loss of profits, failure to avoid a loss, loss of data, loss or cor- ruption of data, loss of goodwill or reputation) caused by any act or omission of ours under this Agreement.
22.6. If and to the extent that we are found liable for any losses or damages in relation to a Transaction or your dealings with us then, unless we are prohibited from limiting such li- ability by law, the maximum amount of our liability to you will be limited to the amount of Transaction Fees, commission or Spread paid or payable by you in respect of that Trans- action. You acknowledge and agree that this provision is reasonable given the relation- ship of the parties and the nature and features of the Financial Products.
Appears in 1 contract
Indemnity and Limitation of Liability. 22.1. Subject to Each party (the Applicable Laws, Rules and/or Regulations, you “Indemnifying Party”) will promptly indemnify us, and keep us indemnified on demand, in respect of save and hold harmless the other party (the “Indemnified Party”) for any and all liabilities, Losses damages, costs, claims, suits or costs actions of any nature or kind including the full cost and reasonable expenses to the Indemnified Party payable on demand in resisting or nature whatsoever that defending the same to which the Indemnified Party shall or may be incurred become liable or suffer arising out of or by us as a direct reason of:
(a) any breach, violation or indirect result non-performance by the Indemnifying Party of any failure by you to perform any of your its covenants and obligations under this Agreement, in relation to any Transaction or in relation to any false information or declaration made either to us or to any third party, in particular to any Exchange. You acknowledge that this indemnity extends to our legal and administrative costs and expenses incurred in respect of preparing for and taking any legal or investigatory action against you, or instructing any debt collection agency, to recover monies owed by you to us.
22.2. To the extent permitted by law, you will indemnify, protect and hold us harmless from and against all Losses, liabilities, judgements, suits, actions, proceedings, claims, damages or costs resulting from or arising out of any act or omission by any person obtaining access to your Account whether or not you authorized such access.
22.3. To the fullest extent permitted by law, you release, discharge and indemnify and agree to keep FinPros and its respective officers, employees, agents and representatives indemni- fied from and against all claims arising out of:
a) any default, whether by your act or omission under this Agreement or any Order or TransactionLease;
(b) any breach by you damage to tangible property of the Indemnified Party while said property shall be in or about the Leased Premises, Building or Lands including any Applicable Lawssystems, Rules and/or Regulations;
c) any representation or warranty made or given by you under this Agreement prov- ing to be untrue or incorrect;
d) any error, omission, fraud, malfeasance, negligence, misappropriation or criminal act or omission by you or by any of your clients, employees, agents or Authorized Representative, consultants or servants;
e) any failure of any of your computer or electronic systems or networks to perform, be available or successfully transmit data to FinPros, or any error or inadequacy in the data or information input into such systems or networks by you;
f) any delays in processing any Order including, for example (but not limited to)furnishings and amenities thereof, as a result of systems the negligence, misuse or market delayswillful misconduct of the Indemnifying Party, its express or due to verification implied invitees, licensees, agents, servants or filtering procedures or unauthorized processes, email delays or due to telephone call waiting time or ad- herence to internal policies and procedures;employees; and
g) anything lawfully done by FinPros in accordance with, pursuant or incidental to this Agreement;
h(c) any instructionpersonal injury to any invitee, request licensee, agent, servant or direction given by you;
i) by reason employee of FinPros complying with the Indemnified Party, including death resulting at any directiontime therefrom, request occurring on or requirement of Appli- cable Lawsabout the Leased Premises, Rules and/or Regulations, any Underlying Market or CS Facility, any government body or any regulatory body having jurisdiction over FinPros or any hedge counterparty;
j) arising from and in connection with or in any way related to FinPros in good faith accepting and acting on instructions received by facsimile transmission, email or by other means of any kind which are signed by or purported to be signed by you or any Authorized Representative; or
k) any failure or delay by a hedge counterparty to meet its obligations to FinPros in respect of or in relation to (including by corresponding with) your Transactions and any payments made in respect of them, except only to the extent attributable to the breach of this Agreement by FinPros Building or the gross negligence or fraud by FinPros.
22.4. FinPros excludes all liability in contract, tort or otherwise relating to or resulting from use of any services we provide under this Agreement and for any Loss incurred by you directly or indirectly, including without limitation Lands as a result of the negligence, misuse or arising out of:
a) your use of an Electronic Trading Service;
b) any inaccuracy, error or delay in or omission from any information provided to you under this Agreement including the Electronic Trading Service;
c) any delays or failures or inaccuracies, or loss of access to, the provision of a service to you including, without limitation, any delay, failure or inaccuracy in, or the loss of access to, the Electronic Trading Service or in respect willful misconduct of the transmission of Orders Indemnifying Party, its express or any other information;
dimplied invitees, licensees, agents, servants or employees. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOST SAVINGS OR OTHER SIMILAR PECUNIARY LOSS) any misinterpretation of your Orders or instructions which are unclear, ambiguous, or not specific;
e) any inability by you to open or Close Out a Transaction;
f) anything which is beyond our control and the effect of which is beyond our control to avoid; and
g) any government restriction, Exchange or market rulings, suspension of trading, computer or telephone failure, unlawful access to our Electronic Trading Service, theft, sabotage, war, earthquakes, strike, Force Majeure Event and, without limita- tion, any other conditions beyond our control.
22.5. Unless we are prohibited from excluding such liability by law WHETHER ARISING FROM CONTRACT (for example, for losses re- lating to death or personal injury or caused by our fraudINCLUDING FUNDAMENTAL BREACH), we will not be liable for any direct, indirect, special, incidental, punitive TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OF LIABILITY. The foregoing indemnity and limitation of liability shall survive the expiry or consequential damages (including, without limitation, loss sooner determination of business, loss of profits, failure to avoid a loss, loss of data, loss or cor- ruption of data, loss of goodwill or reputation) caused by any act or omission of ours under this AgreementLease.
22.6. If and to the extent that we are found liable for any losses or damages in relation to a Transaction or your dealings with us then, unless we are prohibited from limiting such li- ability by law, the maximum amount of our liability to you will be limited to the amount of Transaction Fees, commission or Spread paid or payable by you in respect of that Trans- action. You acknowledge and agree that this provision is reasonable given the relation- ship of the parties and the nature and features of the Financial Products.
Appears in 1 contract
Indemnity and Limitation of Liability. 22.1. Subject A. Participant agrees to the Applicable Laws, Rules and/or Regulations, you will indemnify us, and keep us indemnified on demand, in respect of all liabilities, Losses or costs of any kind or nature whatsoever that may be incurred by us as a direct or indirect result of any failure by you to perform any of your obligations under this Agreement, in relation to any Transaction or in relation to any false information or declaration made either to us or to any third party, in particular to any Exchange. You acknowledge that this indemnity extends to our legal and administrative costs and expenses incurred in respect of preparing for and taking any legal or investigatory action against you, or instructing any debt collection agency, to recover monies owed by you to us.
22.2. To the extent permitted by law, you will indemnify, protect defend and hold us harmless TDA, their employees and agents from and against any and all Losses, liabilities, judgements, suits, actions, proceedings, claims, losses, demands, obligations, causes of action and lawsuits and all damages (including punitive and exemplary damages), liabilities (including strict liability), fines, judgments, costs (including settlement costs) and expenses, including the payment or costs resulting from or reasonable attorney fees, arising out of or relating to participation in the Fair, which are collectively referred to as “Damages”. Claims may arise for a variety of reasons, including the matters described on the following list, which is not exhaustive: (1) the failure of Participant to comply with the terms and conditions of the Participant Agreement; (2) the services performed, promotions offered, or actions taken by Participant in connection with their participation in the Pavilion; (3) the distribution of any of samples, products or materials by Participant; (4) defects in the Participant’s booth, fixtures or equipment provided by Participant; (5) Participant’s unauthorized use, misuse, infringement or dilution of trademarks, intellectual property or copyrights belonging to the Fair, TDA or a third party; (6) the failure of Participant to comply with any applicable federal, state or local law that may affect the obligations hereunder; (7) the negligent acts or omissions of Participant; or (8) defects in the design, assembly or manufacture of any product provided by Participants. TDA does not waive any right to bring legal action against Participant or other parties as authorized or required by law.
B. Participant agrees to indemnify, defend and hold harmless TDA, its employees or agents for lost profits or other financial loss of any type or description, including but not limited to any special, indirect, reliance, incidental or consequential damages, which may be caused directly or indirectly from: (i) participation in the Pavilion; (ii) termination of the Participant Agreement for any reason; (iii) operational delays by Fair or TDA; or, (iv) service inadequacies within the Pavilion, including the Store. TDA does not guarantee sales or profit from participation in the Store, Porch or other designated sales areas. Participant agrees it will continue to pay all charges and other sums due to Fair and TDA hereunder irrespective of any such claim, loss, damage or expense as required by the Participant Agreement.
C. Participants agree to pay TDA for any damages resulting from any act or omission by any person obtaining access negligence of Participants. Such sum may include costs necessary to your Account whether or not you authorized such accessrestore the premises to their original condition.
22.3. To the fullest extent permitted by law, you release, discharge and indemnify and agree to keep FinPros and its respective officers, employees, agents and representatives indemni- fied from and against all claims arising out of:
a) any default, whether by your act or omission under this Agreement or any Order or Transaction;
b) any breach by you of any Applicable Laws, Rules and/or Regulations;
c) any representation or warranty made or given by you under this Agreement prov- ing to be untrue or incorrect;
d) any error, omission, fraud, malfeasance, negligence, misappropriation or criminal act or omission by you or by any of your clients, employees, agents or Authorized Representative, consultants or servants;
e) any failure of any of your computer or electronic systems or networks to perform, be available or successfully transmit data to FinPros, or any error or inadequacy in the data or information input into such systems or networks by you;
f) any delays in processing any Order including, for example (but not limited to), as a result of systems or market delays, or due to verification or filtering procedures or unauthorized processes, email delays or due to telephone call waiting time or ad- herence to internal policies and procedures;
g) anything lawfully done by FinPros in accordance with, pursuant or incidental to this Agreement;
h) any instruction, request or direction given by you;
i) by reason of FinPros complying with any direction, request or requirement of Appli- cable Laws, Rules and/or Regulations, any Underlying Market or CS Facility, any government body or any regulatory body having jurisdiction over FinPros or any hedge counterparty;
j) arising from and in connection with or in any way related to FinPros in good faith accepting and acting on instructions received by facsimile transmission, email or by other means of any kind which are signed by or purported to be signed by you or any Authorized Representative; or
k) any failure or delay by a hedge counterparty to meet its obligations to FinPros in respect of or in relation to (including by corresponding with) your Transactions and any payments made in respect of them, except only to the extent attributable to the breach of this Agreement by FinPros or the gross negligence or fraud by FinPros.
22.4. FinPros excludes all liability in contract, tort or otherwise relating to or resulting from use of any services we provide under this Agreement and for any Loss incurred by you directly or indirectly, including without limitation as a result of or arising out of:
a) your use of an Electronic Trading Service;
b) any inaccuracy, error or delay in or omission from any information provided to you under this Agreement including the Electronic Trading Service;
c) any delays or failures or inaccuracies, or loss of access to, the provision of a service to you including, without limitation, any delay, failure or inaccuracy in, or the loss of access to, the Electronic Trading Service or in respect of the transmission of Orders or any other information;
d) any misinterpretation of your Orders or instructions which are unclear, ambiguous, or not specific;
e) any inability by you to open or Close Out a Transaction;
f) anything which is beyond our control and the effect of which is beyond our control to avoid; and
g) any government restriction, Exchange or market rulings, suspension of trading, computer or telephone failure, unlawful access to our Electronic Trading Service, theft, sabotage, war, earthquakes, strike, Force Majeure Event and, without limita- tion, any other conditions beyond our control.
22.5. Unless we are prohibited from excluding such liability by law (for example, for losses re- lating to death or personal injury or caused by our fraud), we will not be liable for any direct, indirect, special, incidental, punitive or consequential damages (including, without limitation, loss of business, loss of profits, failure to avoid a loss, loss of data, loss or cor- ruption of data, loss of goodwill or reputation) caused by any act or omission of ours under this Agreement.
22.6. If and to the extent that we are found liable for any losses or damages in relation to a Transaction or your dealings with us then, unless we are prohibited from limiting such li- ability by law, the maximum amount of our liability to you will be limited to the amount of Transaction Fees, commission or Spread paid or payable by you in respect of that Trans- action. You acknowledge and agree that this provision is reasonable given the relation- ship of the parties and the nature and features of the Financial Products.
Appears in 1 contract
Sources: Participant Terms and Conditions
Indemnity and Limitation of Liability. 22.1. Subject to A. Each party shall defend, indemnify and hold the Applicable Lawsother party, Rules and/or Regulationsits affiliates, you will indemnify usany company it controls directly or indirectly, and keep us indemnified on demandits and their officers, in respect of all liabilitiesdirectors, Losses or costs of any kind or nature whatsoever that may be incurred by us as a direct or indirect result of any failure by you to perform any of your obligations under this Agreementemployees, in relation to any Transaction or in relation to any false information or declaration made either to us or to any third partyagents, in particular to any Exchange. You acknowledge that this indemnity extends to our legal subcontractors and administrative costs and expenses incurred in respect of preparing for and taking any legal or investigatory action against yousuppliers, or instructing any debt collection agency, to recover monies owed by you to us.
22.2. To the extent permitted by law, you will indemnify, protect and hold us harmless from any and against all Losses, liabilities, judgementsclaims, suits, actions, proceedingsdemands, claimscosts, damages or costs resulting from or settlements, losses, damages, expenses and all other liabilities, including attorneys' fees, arising out of any act or omission by any person obtaining access to your Account whether resulting from (1) the indemnifying party's breach of this Agreement; (2) the intentional or not you authorized such access.
22.3. To negligent acts or omissions on the fullest extent permitted by lawpart of the indemnifying party, you release, discharge and indemnify and agree to keep FinPros and its respective officersaffiliates, employees, agents agents, subcontractors or suppliers in the performance of or failure to perform the activities contemplated by this Agreement; (3) assertions under Workers' Compensation or similar acts made by persons furnished by the indemnifying party, or by any agent, subcontractor or supplier of the indemnifying party or by reason of any injuries to such persons for which the indemnified party would be responsible under Workers' Compensation or similar acts if the persons were employed by the indemnified party; and representatives indemni- fied from and against all claims arising out of:
a(4) any defaultinfringement or claim of infringement of any patent, whether trademark, copyright, trade secret or other intellectual property right of third parties based on the manufacture, repair, sale, use, importation, reproduction, and/or distribution of materials furnished by your act the indemnifying party to the indemnified party hereunder.
B. The indemnified party agrees to notify the indemnifying party within a reasonable time of any written claims or omission demands against the indemnified party for which the indemnifying party is responsible pursuant to this Paragraph 30.
C. A party's aggregate limit of liability under this Agreement with respect to its obligations under Paragraph 30(A) and elsewhere in this Agreement shall be $500,000; provided, however, that this limit of liability shall not apply with respect to claims for damages to real or any Order tangible personal property or Transaction;
b) any breach by you of any Applicable Laws, Rules and/or Regulations;
c) any representation for bodily injury or warranty made death or given by you with respect to the compensation set forth in Paragraph 4. If claims for which a party is responsible under this Agreement prov- ing exceed the party's aggregate limit of liability and the party decides not to increase its aggregate limit of liability to cover such claims, the other party shall have the right to terminate this Agreement on ninety (90) days notice in writing and, in the event of such termination by AT&T, the ramp-down period shall not be untrue applicable.
D. Except for bodily injury or incorrect;
d) any error, omission, fraud, malfeasance, death proximately caused by a party's negligence, misappropriation a party shall not be liable for indirect, incidental, AT&T PROPRIETARY consequential, reliance or criminal act or omission by you or by any of your clients, employees, agents or Authorized Representative, consultants or servants;
e) any failure of any of your computer or electronic systems or networks to perform, be available or successfully transmit data to FinPros, or any error or inadequacy in the data or information input into such systems or networks by you;
f) any delays in processing any Order including, for example (but not limited to), as a result of systems or market delays, or due to verification or filtering procedures or unauthorized processes, email delays or due to telephone call waiting time or ad- herence to internal policies and procedures;
g) anything lawfully done by FinPros in accordance with, pursuant or incidental to this Agreement;
h) any instruction, request or direction given by you;
i) by reason of FinPros complying with any direction, request or requirement of Appli- cable Laws, Rules and/or Regulations, any Underlying Market or CS Facility, any government body or any regulatory body having jurisdiction over FinPros or any hedge counterparty;
j) arising from and in connection with or in any way related to FinPros in good faith accepting and acting on instructions received by facsimile transmission, email or by other means of any kind which are signed by or purported to be signed by you or any Authorized Representative; or
k) any failure or delay by a hedge counterparty to meet its obligations to FinPros in respect of or in relation to (including by corresponding with) your Transactions and any payments made in respect of them, except only to the extent attributable to the breach of this Agreement by FinPros or the gross negligence or fraud by FinPros.
22.4. FinPros excludes all liability in contract, tort or otherwise relating to or resulting from use of any services we provide under this Agreement and for any Loss incurred by you directly or indirectlyspecial damages, including without limitation as a result damages for harm to business, lost profits, lost savings or lost revenues, whether or not such party has been advised of the possibility of such damages.
E. These limitations of liability shall apply regardless of the form of action whether in contract, warranty, strict liability or arising out of:
a) your use tort, including without limitation negligence of any kind, whether active or passive, and shall survive failure of an Electronic Trading Service;
b) any inaccuracy, error or delay in or omission from any information provided to you under this Agreement including the Electronic Trading Service;
c) any delays or failures or inaccuracies, or loss of access to, the provision of a service to you including, without limitation, any delay, failure or inaccuracy in, or the loss of access to, the Electronic Trading Service or in respect of the transmission of Orders or any other information;
d) any misinterpretation of your Orders or instructions which are unclear, ambiguous, or not specific;
e) any inability by you to open or Close Out a Transaction;
f) anything which is beyond our control and the effect of which is beyond our control to avoid; and
g) any government restriction, Exchange or market rulings, suspension of trading, computer or telephone failure, unlawful access to our Electronic Trading Service, theft, sabotage, war, earthquakes, strike, Force Majeure Event and, without limita- tion, any other conditions beyond our controlexclusive remedy.
22.5. Unless we are prohibited from excluding such liability by law (for example, for losses re- lating to death or personal injury or caused by our fraud), we will not be liable for any direct, indirect, special, incidental, punitive or consequential damages (including, without limitation, loss of business, loss of profits, failure to avoid a loss, loss of data, loss or cor- ruption of data, loss of goodwill or reputation) caused by any act or omission of ours under this Agreement.
22.6. If and to the extent that we are found liable for any losses or damages in relation to a Transaction or your dealings with us then, unless we are prohibited from limiting such li- ability by law, the maximum amount of our liability to you will be limited to the amount of Transaction Fees, commission or Spread paid or payable by you in respect of that Trans- action. You acknowledge and agree that this provision is reasonable given the relation- ship of the parties and the nature and features of the Financial Products.
Appears in 1 contract
Indemnity and Limitation of Liability. 22.1. 20.1 Subject to the Applicable Laws, Rules and/or RegulationsGoverning Legislation, you will indemnify us, and keep us indemnified on demand, in respect of all liabilities, Losses or costs of any kind or nature whatsoever that may be incurred by us as a direct or indirect result of any failure by you to perform any of your obligations under this Agreement, in relation to any Transaction or in relation to any false information or declaration made either to us or to any third party, in particular to any Exchange. You acknowledge that this indemnity extends to our legal and administrative costs and expenses incurred in respect of preparing for and taking any legal or investigatory action against you, or instructing any debt collection agency, to recover monies owed by you to us.
22.2. 20.2 To the extent permitted by law, you will indemnify, protect and hold us harmless from and against all Losses, liabilities, judgementsjudgments, suits, actions, proceedings, claims, damages or costs resulting from or arising out of any act or omission by any person obtaining access to your Account whether or not you authorized such access.
22.3. 20.3 To the fullest extent permitted by law, you release, discharge and indemnify and agree to keep FinPros Almas Financial and its respective officers, employees, agents and representatives indemni- fied indemnified from and against all claims arising out of:
(a) any default, whether by your act or omission under this Agreement or any Order or Transaction;
(b) any breach by you of any Applicable Laws, Rules and/or RegulationsGoverning Legislation;
(c) any representation or warranty made or given by you under this Agreement prov- ing proving to be untrue or incorrect;
(d) any error, omission, fraud, malfeasance, negligence, misappropriation or criminal act or omission by you or by any of your clients, employees, agents or Authorized Representativeagents, consultants or servants;
(e) any failure of any of your computer or electronic systems or networks to perform, be available or successfully transmit data to FinProsAlmas Financial, or any error or inadequacy in the data or information input into such systems or networks by you;
(f) any delays in processing any Order including, for example (but not limited to), as a result of systems or market delays, or due to verification or filtering procedures or unauthorized processes, email delays or due to telephone call waiting time or ad- herence adherence to internal policies and procedures;
(g) anything lawfully done by FinPros Almas Financial in accordance with, pursuant or incidental to this Agreement;
(h) any instruction, request or direction given by you;
(i) by reason of FinPros Almas Financial complying with any direction, request or requirement of Appli- cable Laws, Rules and/or RegulationsGoverning Legislation, any Underlying Market or CS Facility, any government body or any regulatory body having jurisdiction over FinPros Almas Financial or any hedge counterparty;
(j) arising from and in connection with or in any way related to FinPros Almas Financial in good faith accepting and acting on instructions received by facsimile transmission, email or by other means of any kind which are signed by or purported to be signed by you or any Authorized Representative; oryou;
(k) any failure or delay by a hedge counterparty to meet its obligations to FinPros Almas Financial in respect of or in relation to (including by corresponding with) your Transactions and any payments made in respect of them, except only to the extent attributable to the breach of this Agreement by FinPros Almas Financial or the gross negligence or fraud by FinProsAlmas Financial.
22.4. FinPros 20.4 Almas Financial excludes all liability in contract, tort or otherwise relating to or resulting from use of any services we provide under this Agreement and for any Loss incurred by you directly or indirectly, including without limitation as a result of or arising out of:
(a) your use of an Electronic Trading Service;
(b) any inaccuracy, error or delay in or omission from any information provided to you under this Agreement including the Electronic Trading Service;
(c) any delays or failures or inaccuracies, or loss of access to, the provision of a service to you including, without limitation, any delay, failure or inaccuracy in, or the loss of access to, the Electronic Trading Service or in respect of the transmission of Orders or any other information;
(d) any misinterpretation of your Orders or instructions which are unclear, ambiguous, or not specific;
(e) any inability by you to open or Close Out a Transaction;
(f) anything which is beyond our control and the effect of which is beyond our control to avoid; and
(g) any government restriction, Exchange or market rulings, suspension of trading, computer or telephone failure, unlawful access to our Electronic Trading Service, theft, sabotage, war, earthquakes, strike, Force Majeure Event and, without limita- tionlimitation, any other conditions beyond our control.
22.5. 20.5 Unless we are prohibited from excluding such liability by law (for example, for losses re- lating relating to death or personal injury or caused by our fraud), we will not be liable for any direct, indirect, special, incidental, punitive or consequential damages (including, without limitation, loss of business, loss of profits, failure to avoid a loss, loss of data, loss or cor- ruption corruption of data, loss of goodwill or reputation) caused by any act or omission of ours under this Agreement.
22.6. 20.6 If and to the extent that we are found liable for any losses or damages in relation to a Transaction or your dealings with us then, unless we are prohibited from limiting such li- ability liability by law, the maximum amount of our liability to you will be limited to four (4) times the amount of Transaction Fees, commission or Spread paid or payable by you in respect of that Trans- actionTransaction. You acknowledge and agree that this provision is reasonable given the relation- ship relationship of the parties and the nature and features of the Financial Products.
Appears in 1 contract
Sources: Client Agreement
Indemnity and Limitation of Liability. 22.1. Subject to the Applicable LawsSupplier shall indemnify S&N, Rules and/or Regulationsits parent, you will indemnify usits subsidiaries and affiliates, and keep us indemnified on demandtheir respective officers, directors, shareholders, members, and employees (collectively, "S&N Indemnitees"), in respect of all liabilitiesfull against losses, Losses or costs of any kind or nature whatsoever that may be incurred by us as a whether direct or indirect result of any failure by you to perform any of your obligations under this Agreement(and including, in relation to any Transaction or in relation to any false information or declaration made either to us or to any third partywithout limitation, in particular to any Exchange. You acknowledge that this indemnity extends to our legal and administrative costs other professional fees and expenses expenses) awarded against or incurred in respect of preparing for and taking any legal or investigatory action against you, or instructing any debt collection agency, to recover monies owed paid by you to us.
22.2. To the extent permitted by law, you will indemnify, protect and hold us harmless from and against all Losses, liabilities, judgements, suits, actions, proceedings, claims, damages or costs resulting from or arising out of any act or omission by any person obtaining access to your Account whether or not you authorized such access.
22.3. To the fullest extent permitted by law, you release, discharge and indemnify and agree to keep FinPros and its respective officers, employees, agents and representatives indemni- fied from and against all claims arising out of:
a) any default, whether by your act or omission under this Agreement S&N or any Order or Transaction;
b) any breach by you of any Applicable Laws, Rules and/or Regulations;
c) any representation or warranty made or given by you under this Agreement prov- ing to be untrue or incorrect;
d) any error, omission, fraud, malfeasance, negligence, misappropriation or criminal act or omission by you or by any of your clients, employees, agents or Authorized Representative, consultants or servants;
e) any failure of any of your computer or electronic systems or networks to perform, be available or successfully transmit data to FinPros, or any error or inadequacy in the data or information input into such systems or networks by you;
f) any delays in processing any Order including, for example (but not limited to), as a result of systems or market delays, or due to verification or filtering procedures or unauthorized processes, email delays or due to telephone call waiting time or ad- herence to internal policies and procedures;
g) anything lawfully done by FinPros in accordance with, pursuant or incidental to this Agreement;
h) any instruction, request or direction given by you;
i) by reason of FinPros complying with any direction, request or requirement of Appli- cable Laws, Rules and/or Regulations, any Underlying Market or CS Facility, any government body or any regulatory body having jurisdiction over FinPros or any hedge counterparty;
j) arising from and in connection with or in any way related to FinPros in good faith accepting and acting on instructions received by facsimile transmission, email or by other means of any kind which are signed by or purported to be signed by you or any Authorized Representative; or
k) any failure or delay by a hedge counterparty to meet its obligations to FinPros in respect of or in relation to (including by corresponding with) your Transactions and any payments made in respect of them, except only to the extent attributable to the breach of this Agreement by FinPros or the gross negligence or fraud by FinPros.
22.4. FinPros excludes all liability in contract, tort or otherwise relating to or resulting from use of any services we provide under this Agreement and for any Loss incurred by you directly or indirectly, including without limitation S&N Indemnitee as a result of or arising out of:
in connection with: (a) your use any breach of an Electronic Trading Service;
the terms of the Order or these terms and conditions by Supplier; (b) any inaccuracyinfringement, error alleged infringement, or delay misappropriation of any intellectual property rights caused by the use, manufacture or sale of the Products (except where all specifications and designs necessary for the manufacture of the Products have been supplied solely by S&N and the Products have been manufactured in or omission from any information provided to you under this Agreement including the Electronic Trading Service;
accordance with such specifications and designs); (c) any delays defect or failures or inaccuracies, or loss of access to, the provision of a service to you including, without limitation, failure in any delay, failure or inaccuracy in, Product or the loss of access to, the Electronic Trading Service or in respect of the transmission of Orders negligent performance or any other information;
failure in performance by Supplier; or (d) any misinterpretation claims arising out of your Orders any error or instructions which are unclearomission in drawings, ambiguouscalculations, packing details or not specific;
eother particulars provided by Supplier. IN NO EVENT SHALL S&N BE LIABLE TO SUPPLIER OR ANY THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR IN CONNECTION WITH, ANY ORDER, WHETHER OR NOT S&N WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. INSURANCE. At all times while Supplier is providing Products and/or Services to S&N, and for a period of five (5) any inability years thereafter, Supplier shall obtain and maintain, at its sole cost and expense, the following insurance coverages: (1) Commercial General Liability insurance, including Products & Completed Operations liability, that meets the following requirements: (a) the insurance shall insure Supplier against all liability related to the Products (whether liability arises from Supplier's conduct or by you to open or Close Out virtue of a Transaction;
f) anything which is beyond our control and the effect of which is beyond our control to avoid; and
g) any government restriction, Exchange or market rulings, suspension of trading, computer or telephone failure, unlawful access to our Electronic Trading Service, theft, sabotage, war, earthquakes, strike, Force Majeure Event and, without limita- tion, any other conditions beyond our control.
22.5. Unless we are prohibited from excluding such liability by law (for example, for losses re- lating to death or personal injury or caused by our fraudParty's participation hereunder), we will including liability for bodily injury, property damage, wrongful death, and any pertaining contractual indemnity obligation imposed hereunder; (b) the coverage territory for this insurance shall be world-wide, including the United States and Canada; and (c) the insurance shall be in an amount that is required by operation of law and reasonable and customary in the industry for companies of comparable size and activity, but not less than Ten Million US Dollars (US$10,000,000.00) per occurrence, such limits can be liable met using primary and excess insurance; (2) where vehicles are used in providing products and services hereunder, insurance for any directthe risk of third party bodily injury and property damage in a form and type customary for the territory where the vehicles are operated with limits not less than Five Hundred Thousand US Dollars (US$500,000); and (3) Employers Liability/Workers Compensation or the equivalent in the territory where the work is being performed to meet the minimum statutory requirements thereof. For claims arising from the Products and Services provided hereunder, indirect, special, incidental, punitive Supplier shall name S&N as an Additional Insured (or consequential damages (including, without limitation, loss the equivalent type of business, loss of profits, failure protection that extends S&N direct rights to avoid a loss, loss of data, loss or cor- ruption of data, loss of goodwill or reputation) caused by any act or omission of ours under this Agreement.
22.6. If defense and indemnity from the insurer for claims arising from the products and services provided hereunder to the extent that we are found liable Supplier is required to indemnify S&N under this agreement) on any such policies, and Supplier's insurance shall be primary to any insurance provided by S&N, which shall be strictly excess of Supplier's insurance. Supplier shall be solely responsible for any losses deductibles and/or self-insured retentions under Supplier's insurance policies. Supplier shall procure an endorsement whereby its insurer shall immediately notify S&N in the event of any material reduction or damages termination of coverage that affects coverage during the period for which Supplier is required to maintain insurance. S&N shall be provided with evidence of such insurance upon reasonable request; however failure to request such evidence shall in relation to a Transaction or your dealings with us then, unless we are prohibited from limiting such li- ability by law, no way waive the maximum amount of our liability to you will be limited to the amount of Transaction Fees, commission or Spread paid or payable by you in respect of that Trans- action. You acknowledge and agree that this provision is reasonable given the relation- ship of the parties and the nature and features of the Financial Productsrequirements herein.
Appears in 1 contract
Sources: Terms and Conditions of Purchase
Indemnity and Limitation of Liability. 22.1. Subject to the Applicable Laws16.1 IPS shall indemnify, Rules and/or Regulationshold harmless and, you will indemnify usat COAF’s request, defend COAF and its officers, directors, and keep us indemnified on demand, in respect of employees from and against any and all liabilities, Losses losses, claims or costs of any kind or nature whatsoever that expenses (Including reasonable attorneys’ fees) COAF may be incurred by us as a direct or indirect result of any failure by you to perform any of your obligations under this Agreement, in relation to any Transaction or in relation to any false information or declaration made either to us or to any third party, in particular to any Exchange. You acknowledge that this indemnity extends to our legal and administrative costs and expenses incurred in respect of preparing for and taking any legal or investigatory action against you, or instructing any debt collection agency, to recover monies owed by you to us.
22.2. To the extent permitted by law, you will indemnify, protect and hold us harmless from and against all Losses, liabilities, judgements, suits, actions, proceedings, claims, damages or costs resulting from or arising out of any act or omission by any person obtaining access to your Account whether or not you authorized such access.
22.3. To the fullest extent permitted by law, you release, discharge and indemnify and agree to keep FinPros and its respective officers, employees, agents and representatives indemni- fied from and against all claims arising out of:
a) any default, whether by your act or omission under this Agreement or any Order or Transaction;
b) any breach by you of any Applicable Laws, Rules and/or Regulations;
c) any representation or warranty made or given by you under this Agreement prov- ing to be untrue or incorrect;
d) any error, omission, fraud, malfeasance, negligence, misappropriation or criminal act or omission by you or by any of your clients, employees, agents or Authorized Representative, consultants or servants;
e) any failure of any of your computer or electronic systems or networks to perform, be available or successfully transmit data to FinPros, or any error or inadequacy in the data or information input into such systems or networks by you;
f) any delays in processing any Order including, for example (but not limited to), as a result of systems or market delays, or due to verification or filtering procedures or unauthorized processes, email delays or due to telephone call waiting time or ad- herence to internal policies and procedures;
g) anything lawfully done by FinPros in accordance with, pursuant or incidental to this Agreement;
h) any instruction, request or direction given by you;
i) by reason of FinPros complying with any direction, request or requirement of Appli- cable Laws, Rules and/or Regulations, any Underlying Market or CS Facility, any government body or any regulatory body having jurisdiction over FinPros or any hedge counterparty;
j) arising from and incur in connection with or in any way related to FinPros in good faith accepting and acting on instructions received by facsimile transmission, email or by other means of any kind which are signed by or purported to be signed by you or any Authorized Representative; or
k) any failure or delay by a hedge counterparty to meet its obligations to FinPros in respect of or in relation to (including by corresponding with) your Transactions and any payments made in respect of them, except only to the extent attributable to the breach of this Agreement by FinPros or the gross negligence or fraud by FinPros.
22.4. FinPros excludes all liability Services performed hereunder, whether such liabilities arise in contract, tort or otherwise relating otherwise, when and to the extent such liabilities arise directly out of IPS’s negligence or the intentional wrongful acts or omissions of its agents, officers, directors employees or subcontractors. IPS’s liability shall not extend to any liabilities, losses, claims or expenses resulting from use of any services we provide under this Agreement and for any Loss incurred by you directly or indirectly, including without limitation as a result of or arising out of:
a) your use of an Electronic Trading Service;
b) any inaccuracy, error or delay in or omission from any information provided to you under this Agreement including the Electronic Trading Service;
c) any delays or failures or inaccuracies, or loss of access to, the provision of a service to you including, without limitation, any delay, failure or inaccuracy in, or the loss of access to, the Electronic Trading Service or in respect of the transmission of Orders or any other information;
d) any misinterpretation of your Orders or instructions which are unclear, ambiguous, or not specific;
e) any inability by you to open or Close Out a Transaction;
f) anything which is beyond our control and the effect of which is beyond our control to avoid; and
g) any government restriction, Exchange or market rulings, suspension of trading, computer or telephone failure, unlawful access to our Electronic Trading Service, theft, sabotage, war, earthquakes, strike, Force Majeure Event and, without limita- tion, any other conditions beyond our controlCOAF’s sole negligence.
22.5. Unless we are prohibited 16.2 If IPS fails to cause any subcontractor to execute an indemnification agreement in favor of COAF in substantially the same form as the above paragraph, COAF reserves the right to disapprove any such subcontractor.
16.3 COAF shall indemnify and hold harmless IPS, its officers, directors, employees, and agents, and their respective successors and assigns, from excluding such liability by law (for exampleand against any and all claims, for losses re- lating to death or personal injury or caused by our fraud)liabilities, we will not be liable for any directlosses, indirectdamages, special, incidental, punitive or consequential damages costs and expenses (including, without limitation, loss attorneys’ fees and costs of businesslitigation) relating to the use made by COAF of the Services, loss regardless of profitsform, failure to avoid a losswhether in contract, loss of datastatute, loss strict liability, tort (including, without limitation, negligence), or cor- ruption of dataotherwise, loss of goodwill or reputation) caused by any act or omission of ours under this Agreement.
22.6. If and except to the extent that we are found it is finally judicially determined that such claims, liabilities, losses, damages, costs or expenses were caused by negligence, bad faith, or willful misconduct on the part of an indemnified party.
16.4 As a condition to the foregoing indemnity obligations, the indemnified party shall provide the indemnifying party with prompt notice of any claim for which indemnification shall be sought hereunder and shall cooperate in all reasonable respects with the indemnifying party in connection with any such claim.
16.5 As a material inducement for IFS to provide the Services for the Fees stated herein, COAF agrees that, in no event, shall IPS be liable for (a) any losses loss, expense or damage associated with COAF’s or a third party’s loss of revenue, profits, savings, business or goodwill or (b) any indirect, exemplary, proximate, consequential or incidental damages in relation and expenses of any nature relating to a Transaction the Agreement or your dealings with us thenthe Services, unless we are prohibited from limiting such li- ability by law, the maximum amount of our IPS’s [***] liability to you will COAF, other than for [***] and [***], shall be limited [***].
16.6 Subject to the limitations set forth in this Article, IPS shall reimburse COAF for any amount COAF is obligated to pay any of Transaction Fees, commission its customers due to IPS’s failure to process such customer’s payment in accordance with Schedule A.
16.7 This Article shall survive termination or Spread paid or payable by you in respect expiration of that Trans- action. You acknowledge and agree that this provision is reasonable given the relation- ship of the parties and the nature and features of the Financial ProductsAgreement.
Appears in 1 contract
Sources: Remittance Processing Services Agreement (Capital One Auto Receivables LLC)