Common use of NASDAQ’S LIMITATION OF LIABILITY Clause in Contracts

NASDAQ’S LIMITATION OF LIABILITY. (a) Except as may otherwise be set forth herein, Nasdaq shall not be liable to Subscriber, its vendor or any other Person for indirect, special, punitive, consequential, or incidental loss or damage (including, but not limited to, trading losses, loss of anticipated profits, loss by reason of shutdown in operation or increased expenses of operation, cost of cover, or other indirect loss or damage) of any nature arising from any cause whatsoever, even if Nasdaq has been advised of the possibility of such damages. (b) Nasdaq shall not be liable to Subscriber or any other Person for any unavailability, interruption, delay, incompleteness, or inaccuracy of the Information that lasts less than four (4) continuous hours during the time that Nasdaq regularly transmits the Information or if the Information is materially affected for less than four (4) continuous hours during the time that Nasdaq regularly transmits the Information. (c) If Nasdaq is for any reason held liable to Subscriber or to any other Person, whether in tort or in contract, the liability of Nasdaq within a single year (from the effective date of the Agreement) of the Agreement [combined with the total of all Claims or Losses of Subscriber’s vendor, and any other Person claiming through, on behalf of, or as harmed by Subscriber] is limited to an amount of subscriber’s damages that are actually incurred by subscriber in reasonable reliance, and which amount does not exceed the lesser of: (i) if Subscriber or any other Person continues to receive the Information or any other data and/or information offered by Nasdaq, a prorated month’s credit of any monies due directly to Nasdaq from Subscriber, or, if applicable, from any other Person, for the information at issue during the period at issue or, if Subscriber or any other Person no longer receives either the Information or any other data and/or information offered by Nasdaq, a refund of any monies due directly to Nasdaq from Subscriber, or, if applicable, from any other Person, for the information at issue during the period at issue; or (ii) $500.00. (d) This section shall not relieve Nasdaq, Subscriber or any other Person from liability for damages that result from their own gross negligence or willful tortious misconduct, or from personal injury or wrongful death claims. (e) Subscriber and Nasdaq understand and agree that the terms of this section reflect a reasonable allocation of risk and limitation of liability.