Common use of Account Losses Clause in Contracts

Account Losses. To the extent permitted under applicable law, Client understands and agrees that Wealthfront will not be liable to Client for any losses incurred by Client that arise out of or are in any way connected with any Securities transaction or other act or failure to act of Wealthfront under this Agreement, including, but not limited to, any tax liability asserted against Client by any federal, state or local authority with respect to the Account, so long as such recommendation or other act or failure to act does not constitute a breach of Wealthfront’s fiduciary duty to Client. Client (and in addition, for entity accounts, Client Representative) shall indemnify and defend Wealthfront and Wealthfront’s directors, officers, shareholders, employees and affiliates and hold them harmless from and against any and all claims, losses, damages, liabilities and expenses, as they are incurred, by reason of any act or omission of Client or Broker or any custodian, broker, agent or other third party selected by Wealthfront in a commercially reasonable manner or selected by Client, except such as arise from Wealthfront’s breach of fiduciary duty to Client. In addition to the above indemnities, for entity Clients, the Client Representative shall further indemnify and defend Wealthfront and Wealthfront’s directors, officers, shareholders, employees and affiliates and hold them harmless from and against any and all claims, losses, damages, liabilities and expenses, as they are incurred, resulting from or in connection to Client’s assertion of Client Representative’s lack of proper authorization from Client to enter into this Agreement. Anything in this Section 10 or otherwise in this Agreement to the contrary notwithstanding, however, nothing herein shall constitute a waiver or limitation of any rights that Client may have under any federal or state securities laws.

Account Losses. To the extent permitted under applicable law, Client Account Holder understands and agrees that Wealthfront will not be liable to Client Account Holder for any losses incurred by Client Account Holder that arise out of or are in any way connected with any Securities transaction or other act or failure to act of Wealthfront under this Agreement, including, but not limited to, any tax liability asserted against Client Account Holder by any federal, state or local authority with respect to the Account, so long as such recommendation or other act or failure to act does not constitute a breach of Wealthfront’s fiduciary duty to Client. Client (and Account Holder(and in addition, for entity accounts, Client Account Holder Representative) shall indemnify and defend Wealthfront and Wealthfront’s directors, officers, shareholders, employees and affiliates and hold them harmless from and against any and all claims, losses, damages, liabilities and expenses, as they are incurred, by reason of any act or omission of Client Account Holder or Broker or any custodian, broker, agent or other third party selected by Wealthfront in a commercially reasonable manner or selected by Client, except such as arise from Wealthfront’s breach of fiduciary duty to Client. In addition to the above indemnities, for entity Clients, the Client Account Holder Representative shall further indemnify and defend Wealthfront and Wealthfront’s directors, officers, shareholders, employees and affiliates and hold them harmless from and against any and all claims, losses, damages, liabilities and expenses, as they are incurred, resulting from or in connection to Client’s assertion of Client Account Holder Representative’s lack of proper authorization from Client Account Holder to enter into this Agreement. Anything in this Section 10 or otherwise in this Agreement to the contrary notwithstanding, however, nothing herein shall constitute a waiver or limitation of any rights that Client Account Holder may have under any federal or state securities laws.

Account Losses. To the extent permitted under applicable law, Client understands and agrees that Wealthfront HustleWealth will not be liable to Client for any losses incurred by Client that arise out of or are in any way connected with any Securities transaction or other act or failure to act of Wealthfront HustleWealth under this Agreement, including, but not limited to, any tax liability asserted against Client by any federal, state or local authority with respect to the Account, so long as such recommendation or other act or failure to act does not constitute a breach of WealthfrontHustleWealth’s fiduciary duty to Client. Client (and in addition, for entity accounts, Client Representative) shall indemnify and defend Wealthfront HustleWealth and WealthfrontHustleWealth’s directors, officers, shareholders, employees and affiliates and hold them harmless from and against any and all claims, losses, damages, liabilities and expenses, as they are incurred, by reason of any act or omission of Client or Broker or any custodian, broker, agent or other third party selected by Wealthfront HustleWealth in a commercially reasonable manner or selected by Client, except such as arise from WealthfrontHustleWealth’s breach of fiduciary duty to Client. In addition to the above indemnities, for entity Clients, the Client Representative shall further indemnify and defend Wealthfront HustleWealth and WealthfrontHustleWealth’s directors, officers, shareholders, employees and affiliates and hold them harmless from and against any and all claims, losses, damages, liabilities and expenses, as they are incurred, resulting from or in connection to Client’s assertion of Client Representative’s lack of proper authorization from Client to enter into this Agreement. Anything in this Section 10 or otherwise in this Agreement to the contrary notwithstanding, however, nothing herein shall constitute a waiver or limitation of any rights that Client may have under any federal or state securities laws.

Account Losses. To the extent permitted under applicable law, Client understands and agrees that Wealthfront will Client is responsible for all losses arising from or related to the Account. Except for gross negligence or malfeasance or violation of applicable law, Client agrees that Axos Invest and their respective officers, directors, shareholders, employees, affiliates and agents (together “Indemnified Persons”) shall not be liable hereunder for any action performed or omitted to be performed or for any errors of judgment in managing the Account or providing additional services. Axos Invest and the Indemnified Persons are not responsible to any Client for losses unless caused by Axos Invest breaching its fiduciary duty. Client shall reimburse, indemnify, defend and hold harmless the Indemnified Persons and their affiliates from and against all losses, costs (including court costs), or damages, whether direct, indirect, special, incidental, consequential, punitive, or otherwise of any losses incurred by Client that arise kind, claims, demands, proceedings, suits and actions, and all liabilities and expenses (collectively, “Losses”) resulting from, in connection with, or out of this Agreement or Client’s Account, or any actions taken or not taken by the Indemnified Persons or their affiliates in good faith reliance upon representations, covenants and agreements made by or on behalf of Client in connection with this Agreement or the subject matter hereof, except to the extent such Losses are exclusively and directly the result of Axos Invest’s willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder. Federal and state securities laws impose legal responsibility under certain circumstances on persons who act in good faith and therefore nothing herein shall in any way connected with any Securities transaction or other act or failure to act of Wealthfront under this Agreement, including, but not limited to, any tax liability asserted against Client by any federal, state or local authority with respect to the Account, so long as such recommendation or other act or failure to act does not constitute a breach of Wealthfront’s fiduciary duty to Client. Client (and in addition, for entity accounts, Client Representative) shall indemnify and defend Wealthfront and Wealthfront’s directors, officers, shareholders, employees and affiliates and hold them harmless from and against any and all claims, losses, damages, liabilities and expenses, as they are incurred, by reason of any act or omission of Client or Broker or any custodian, broker, agent or other third party selected by Wealthfront in a commercially reasonable manner or selected by Client, except such as arise from Wealthfront’s breach of fiduciary duty to Client. In addition to the above indemnities, for entity Clients, the Client Representative shall further indemnify and defend Wealthfront and Wealthfront’s directors, officers, shareholders, employees and affiliates and hold them harmless from and against any and all claims, losses, damages, liabilities and expenses, as they are incurred, resulting from or in connection to Client’s assertion of Client Representative’s lack of proper authorization from Client to enter into this Agreement. Anything in this Section 10 or otherwise in this Agreement to the contrary notwithstanding, however, nothing herein shall constitute a waiver or limitation of any rights that which Client may have under any federal or state securities laws.

Account Losses. To the extent permitted under applicable law, Client understands and agrees that Wealthfront DCA will not be liable to Client for any losses incurred by Client that arise out of or are in any way connected with any Securities transaction or other act or failure to act of Wealthfront DCA under this Agreement, including, but not limited to, any tax liability asserted against Client by any federal, state or local authority with respect to the Account, so long as such recommendation or other act or failure to act does not constitute a breach of WealthfrontDCA’s fiduciary duty to Client. Client (and in addition, for entity accounts, Client Representative) shall indemnify and defend Wealthfront DCA and WealthfrontDCA’s directors, officers, shareholders, employees and affiliates and hold them harmless from and against any and all claims, losses, damages, liabilities and expenses, as they are incurred, by reason of any act or omission of Client or Broker or any custodian, broker, agent or other third party selected by Wealthfront DCA in a commercially reasonable manner or selected by Client, except such as arise from WealthfrontDCA’s breach of fiduciary duty to Client. In addition to the above indemnities, for entity Clients, the Client Representative shall further indemnify and defend Wealthfront DCA and WealthfrontDCA’s directors, officers, shareholders, employees and affiliates and hold them harmless from and against any and all claims, losses, damages, liabilities and expenses, as they are incurred, resulting from or in connection to Client’s assertion of Client Representative’s lack of proper authorization from Client to enter into this Agreement. Anything in this Section 10 12 or otherwise in this Agreement to the contrary notwithstanding, however, nothing herein shall constitute a waiver or limitation of any rights that Client may have under any federal or state securities laws. Federal and certain state securities laws (and ERISA where applicable) impose liability under certain circumstances on people who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which Client may have under federal or state securities laws (or ERISA where applicable).

Account Losses. To the extent permitted under applicable law, Client understands and agrees that Wealthfront BWN, Recordkeeper, Adviser (if applicable), Broker (if applicable) or UMB will not be liable to Client for any losses incurred by Client that arise out of or are in any way connected with any Securities securities transaction or other act or failure to act of Wealthfront BWN, Recordkeeper, Adviser (if applicable), Broker (if applicable) or UMB under this Agreement, including, but not limited to, any tax liability asserted against Client client by any federal, state or local authority with respect to the Accountaccount, so long as such recommendation recommendations or other act or failure to act does not constitute a breach willful misfeasance, bad faith or gross negligence in the performance of Wealthfront’s fiduciary duty to ClientBWN, Recordkeeper, Adviser (if applicable), Broker (if applicable) or UMB duties or by reason of BWN, Recordkeeper, Adviser (if applicable), Broker (if applicable) or UMB reckless disregard of its obligations and duties hereunder. Client (and in addition, for entity accounts, Client Representative) shall indemnify and defend Wealthfront BWN, Recordkeeper, Adviser (if applicable), Broker (if applicable) or UMB and Wealthfront’s BWN, Recordkeeper, Adviser (if applicable), Broker (if applicable) or UMB directors, officers, shareholders, employees and affiliates and hold them harmless from and against any and all claims, losses, damages, liabilities and expenses, as they are incurred, by reason of any act or omission of Client or Broker or any custodian, broker, agent or other third party selected by Wealthfront BWN, Recordkeeper, Adviser (if applicable), Broker (if applicable) or UMB in a commercially reasonable manner or selected by Client, except such as arise from Wealthfront’s breach BWN, Recordkeeper, Adviser (if applicable), Broker (if applicable) or UMB willful misfeasance, bad faith or gross negligence in the performance of fiduciary duty to Client. In addition to the above indemnitiesBWN, for entity ClientsRecordkeeper, the Client Representative shall further indemnify Adviser (if applicable), Broker (if applicable) or UMB duties or by reason of BWN, Recordkeeper, Adviser (if applicable), Broker (if applicable) or UMB reckless disregard of its obligations and defend Wealthfront and Wealthfront’s directors, officers, shareholders, employees and affiliates and hold them harmless from and against any and all claims, losses, damages, liabilities and expenses, as they are incurred, resulting from or in connection to Client’s assertion of Client Representative’s lack of proper authorization from Client to enter into this Agreementduties hereunder. Anything in this Section 10 section 16(e) or otherwise in this Agreement to the contrary notwithstanding, however, nothing herein shall constitute a waiver or limitation of any rights that Client client may have under any federal or state securities laws, which rights may arise even if BWN, Recordkeeper, Adviser (if applicable), Broker (if applicable) or UMB recommendation or other act or failure to act hereunder does not constitute willful misfeasance, bad faith or gross negligence in the performance of BWN, Recordkeeper, Adviser (if applicable), Broker (if applicable) or UMB duties or by reason of BWN, Recordkeeper, Adviser (if applicable), Broker (if applicable) or UMB reckless disregard of its obligations and duties hereunder.