Common use of Additional Indemnification; Limitation of Liability Clause in Contracts

Additional Indemnification; Limitation of Liability. A. USBFS CANNOT AND DOES NOT GUARANTEE AVAILABILITY OF THE SERVICES. Accordingly, USBFS's sole liability to the Adviser or any third party (including End Users) for any claims, notwithstanding the form of such claims (e.g., contract, negligence, or otherwise), arising out of the delay of or interruption in the Services provided or to be provided by USBFS hereunder shall be to use its best reasonable efforts to commence or resume the Services as promptly as is reasonably possible. USBFS shall, at its sole cost and expense, defend, indemnify, and hold harmless the Funds, its affiliates, their respective assigns, and their respective officers, Directors, employees, agents, and representatives, from and against any and all claims, actions, suits, proceedings, costs, expenses, damages and liabilities, including without limitation, reasonable attorneys' fees and expenses arising out of or relating to (a) any infringement, or claim of infringement, of any United States patent, trademark, copyright, trade secret, or other proprietary rights based on the use or potential use of the Services, (b) USBFS's negligence, intentional wrongful acts and willful misconduct in the performance of its services hereunder, and (c) the provision of confidential information of any End User to a person other than a person who has provided proper identification for such End User as specified in Section 1(C) above. B. If an injunction shall be obtained against the Funds' use of the Services by reasons of infringement of a patent, copyright, trademark, or other proprietary rights of a third party, USBFS shall, at its own option and expense, either (i) procure for the Funds the right to continue to use the Services on substantially the same terms and conditions as specified in this Agreement, or (ii) after notification to the Funds, replace or modify the Services so that they become noninfringing, provided that, in the Funds' sole judgment, such replacement or modification does not materially and adversely affect the performance of the Services or significantly lessen their utility to the Funds. If in the Funds' sole judgment, such replacement or modification does materially adversely affect the performance of the Services or significantly lessen their utility to the Funds, the Funds may terminate this Agreement immediately on written notice to USBFS. C. Each party hereto shall be excused from performance hereunder for any period and to the extent that it is prevented from performing any services pursuant hereto, in whole or in part, as a result of unforeseen events beyond the control and without fault or negligence of the party including, without limitation, delays caused by the other party or an act of God, war, civil disturbance, court order, labor dispute or third party nonperformance, and such nonperformance shall not be a default hereunder or grounds for termination hereof so long as the nonperforming party shall undertake all reasonable efforts to rectify the situation that is the cause of the nonperformance. D. USBFS shall not be responsible for the accuracy of input material nor the resultant output derived from inaccurate input. The accuracy of input and output shall be judged as received at USBFS's data center as determined by the records maintained by USBFS. E. In no event will either party be responsible for special, incidental, indirect, or consequential damages that the other party may incur or experience on account of entering into, relying on, or performing this Agreement, regardless of whether the damages are founded in contract, negligence, or other form of action, even if such party has been advised of the possibility of such damages. Without limiting the generality of the foregoing, neither party shall be liable for lost profits, lost business, or lost goodwill of the other party.

Additional Indemnification; Limitation of Liability. A. USBFS CANNOT AND DOES NOT GUARANTEE AVAILABILITY OF THE INFORMA SERVICES. Accordingly, USBFS's ’s sole liability to the Adviser Trust or any third party (including End Users) for any claims, notwithstanding the form of such claims (e.g., contract, negligence, or otherwise), arising out of the delay of or interruption in the INFORMA Services provided or to be provided by USBFS hereunder shall be to use its best reasonable efforts to commence or resume the INFORMA Services as promptly as is reasonably possible. . B. USBFS shall, at its sole cost and expense, defend, indemnify, and hold harmless the FundsTrust and its directors, its affiliates, their respective assigns, officers and their respective officers, Directors, employees, agents, and representatives, employees from and against any and all claims, actionsdemands, suits, proceedings, costslosses, expenses, damages or liabilities of any and liabilitiesevery nature, including without limitation, reasonable attorneys' fees and expenses ’ fees, arising out of or relating to (a) any infringement, or claim of infringement, of any United States patent, trademark, copyright, trade secret, or other proprietary rights based on the use or potential use of the Services, INFORMA Services and (b) USBFS's negligence, intentional wrongful acts and willful misconduct in the performance of its services hereunder, and (c) the provision of confidential information of any End User the Fund Files (as defined below) or Confidential Information (as defined below) to a person other than a person who has provided proper identification for to whom such End User as specified in Section 1(C) aboveinformation may be properly disclosed hereunder. B. C. If an injunction shall be obtained is issued against the Funds' Trust’s and Users’ use of the INFORMA Services by reasons reason of infringement of a patent, copyright, trademark, or other proprietary rights of a third party, USBFS shall, at its own option and expense, either (i) procure for the Funds Trust and Users the right to continue to use the INFORMA Services on substantially the same terms and conditions as specified in this Agreementhereunder, or (ii) after notification to the FundsTrust, replace or modify the INFORMA Services so that they become noninfringingnon-infringing, provided that, in the Funds' sole Trust’s judgment, such replacement or modification does not materially and adversely affect the performance of the INFORMA Services or significantly lessen their utility to the FundsTrust and Users. If in the Funds' sole Trust’s judgment, such replacement or modification does materially adversely affect the performance of the INFORMA Services or significantly lessen their utility to the FundsTrust and Users, the Funds Trust may terminate all rights and responsibilities under this Agreement Exhibit C immediately on written notice to USBFS. C. Each party hereto D. Because the ability of USBFS to deliver INFORMA Services is dependent upon the Internet and equipment, software, systems, data and services provided by various telecommunications carriers, equipment manufacturers, firewall providers and encryption system developers and other vendors and third parties, including DST, USBFS shall not be excused from performance liable for delays or failures to perform its obligations hereunder for any period and to the extent that it is prevented from performing any services pursuant hereto, in whole such delays or in part, as a result failures are attributable to circumstances beyond its reasonable control which interfere with the delivery of unforeseen events beyond the control and without fault or negligence INFORMA Services by means of the party includingInternet or any of the equipment, without limitation, delays caused software and services which support the Internet provided by such third parties. USBFS shall also not be liable for the other party actions or an act omissions of God, war, civil disturbance, court order, labor dispute or any third party nonperformancewrongdoers (i.e., and such nonperformance shall hackers not be a default hereunder employed by USBFS or grounds for termination hereof so long as the nonperforming party shall undertake all reasonable efforts to rectify the situation that is the cause its affiliates) or of the nonperformanceany third parties involved with INFORMA Services. D. E. The Trust and Users are responsible for verifying the accuracy and receipt of all data or information made available via INFORMA Services. The Trust is responsible for advising Users of their responsibilities to promptly notify the Trust’s transfer agent of any errors or inaccuracies relating to data or other information made available via INFORMA Services with respect to the Trust’s shareholders. F. USBFS shall not be responsible for the accuracy of input material from Users and the Trust’s record-keeping systems maintained by third parties nor the resultant output derived from inaccurate input. The accuracy of input and output shall be judged as received at USBFS's ’ data center as determined by the records maintained by USBFS. E. In no event will either party be responsible for special, incidental, indirect, or consequential damages that the other party may incur or experience on account of entering into, relying on, or performing this Agreement, regardless of whether the damages are founded in contract, negligence, or other form of action, even if such party has been advised of the possibility of such damages. Without limiting the generality of the foregoing, neither party shall be liable for lost profits, lost business, or lost goodwill of the other party.

Additional Indemnification; Limitation of Liability. A. USBFS CANNOT AND DOES NOT GUARANTEE AVAILABILITY OF THE INFORMA SERVICES. Accordingly, USBFS's ’s sole liability to the Adviser Trust or any third party (including End Users) for any claims, notwithstanding the form of such claims (e.g., contract, negligence, or otherwise), arising out of the delay of or interruption in the INFORMA Services provided or to be provided by USBFS hereunder shall be to use its best reasonable efforts to commence or resume the INFORMA Services as promptly as is reasonably possible. . B. USBFS shall, at its sole cost and expense, defend, indemnify, and hold harmless the FundsTrust and its trustees, its affiliates, their respective assigns, officers and their respective officers, Directors, employees, agents, and representatives, employees from and against any and all claims, actionsdemands, suits, proceedings, costslosses, expenses, damages or liabilities of any and liabilitiesevery nature, including without limitation, reasonable attorneys' fees and expenses ’ fees, arising out of or relating to (a) any infringement, or claim of infringement, of any United States patent, trademark, copyright, trade secret, or other proprietary rights based on the use or potential use of the Services, INFORMA Services and (b) USBFS's negligence, intentional wrongful acts and willful misconduct in the performance of its services hereunder, and (c) the provision of confidential information of any End User the Trust Files (as defined below) or Confidential Information (as defined below) to a person other than a person who has provided proper identification for to whom such End User as specified in Section 1(C) aboveinformation may be properly disclosed hereunder. B. C. If an injunction shall be obtained is issued against the Funds' Trust’s and Users’ use of the INFORMA Services by reasons reason of infringement of a patent, copyright, trademark, or other proprietary rights of a third party, USBFS shall, at its own option and expense, either (i) procure for the Funds Trust and Users the right to continue to use the INFORMA Services on substantially the same terms and conditions as specified in this Agreementhereunder, or (ii) after notification to the FundsTrust, replace or modify the INFORMA Services so that they become noninfringingnon-infringing, provided that, in the Funds' sole Trust’s judgment, such replacement or modification does not materially and adversely affect the performance of the INFORMA Services or significantly lessen their utility to the FundsTrust and Users. If in the Funds' sole Trust’s judgment, such replacement or modification does materially adversely affect the performance of the INFORMA Services or significantly lessen their utility to the FundsTrust and Users, the Funds Trust may terminate all rights and responsibilities under this Agreement Exhibit C immediately on written notice to USBFS. C. Each party hereto D. Because the ability of USBFS to deliver INFORMA Services is dependent upon the Internet and equipment, software, systems, data and services provided by various telecommunications carriers, equipment manufacturers, firewall providers and encryption system developers and other vendors and third parties, including DST, USBFS shall not be excused from performance liable for delays or failures to perform its obligations hereunder for any period and to the extent that it is prevented from performing any services pursuant hereto, in whole such delays or in part, as a result failures are attributable to circumstances beyond its reasonable control which interfere with the delivery of unforeseen events beyond the control and without fault or negligence INFORMA Services by means of the party includingInternet or any of the equipment, without limitation, delays caused software and services which support the Internet provided by such third parties. USBFS shall also not be liable for the other party actions or an act omissions of God, war, civil disturbance, court order, labor dispute or any third party nonperformancewrongdoers (i.e., and such nonperformance shall hackers not be a default hereunder employed by USBFS or grounds for termination hereof so long as the nonperforming party shall undertake all reasonable efforts to rectify the situation that is the cause its affiliates) or of the nonperformanceany third parties involved with INFORMA Services. D. E. The Trust and Users are responsible for verifying the accuracy and receipt of all data or information made available via INFORMA Services. The Trust is responsible for advising Users of their responsibilities to promptly notify the Trust’s transfer agent of any errors or inaccuracies relating to data or other information made available via INFORMA Services with respect to the Trust’s shareholders. F. USBFS shall not be responsible for the accuracy of input material from Users and the Trust’s record-keeping systems maintained by third parties nor the resultant output derived from inaccurate input. The accuracy of input and output shall be judged as received at USBFS's ’s data center as determined by the records maintained by USBFS. E. In no event will either party be responsible for special, incidental, indirect, or consequential damages that the other party may incur or experience on account of entering into, relying on, or performing this Agreement, regardless of whether the damages are founded in contract, negligence, or other form of action, even if such party has been advised of the possibility of such damages. Without limiting the generality of the foregoing, neither party shall be liable for lost profits, lost business, or lost goodwill of the other party.

Additional Indemnification; Limitation of Liability. A. USBFS CANNOT AND DOES NOT GUARANTEE AVAILABILITY OF THE INFORMA SERVICES. Accordingly, USBFS's ’ sole liability to the Adviser Trust or any third party (including End Users) for any claims, notwithstanding the form of such claims (e.g., contract, negligence, or otherwise), arising out of the delay of or interruption in the INFORMA Services provided or to be provided by USBFS hereunder shall be to use its best reasonable efforts to commence or resume the INFORMA Services as promptly as is reasonably possible. USBFS shall, at its sole cost and expense, defend, indemnify, and hold harmless the FundsTrust and its trustees, its affiliates, their respective assigns, officers and their respective officers, Directors, employees, agents, and representatives, employees from and against any and all claims, actionsdemands, suits, proceedings, costslosses, expenses, damages or liabilities of any and liabilitiesevery nature, including without limitation, reasonable attorneys' fees and expenses ’ fees, arising out of or relating to (a) any infringement, or claim of infringement, of any United States patent, trademark, copyright, trade secret, or other proprietary rights based on the use or potential use of the Services, INFORMA Services and (b) USBFS's negligence, intentional wrongful acts and willful misconduct in the performance of its services hereunder, and (c) the provision of confidential information of any End User the Trust Files (as defined below) or Confidential Information (as defined below) to a person other than a person who has provided proper identification for to whom such End User as specified in Section 1(C) above. B. information may be properly disclosed hereunder. If an injunction shall be obtained is issued against the Funds' Trust’s and Users’ use of the INFORMA Services by reasons reason of infringement of a patent, copyright, trademark, or other proprietary rights of a third party, USBFS shall, at its own option and expense, either (i) procure for the Funds Trust and Users the right to continue to use the INFORMA Services on substantially the same terms and conditions as specified in this Agreementhereunder, or (ii) after notification to the FundsTrust, replace or modify the INFORMA Services so that they become noninfringingnon-infringing, provided that, in the Funds' sole Trust’s judgment, such replacement or modification does not materially and adversely affect the performance of the INFORMA Services or significantly lessen their utility to the FundsTrust and Users. If in the Funds' sole Trust’s judgment, such replacement or modification does materially adversely affect the performance of the INFORMA Services or significantly lessen their utility to the FundsTrust and Users, the Funds Trust may terminate all rights and responsibilities under this Agreement Exhibit C immediately on written notice to USBFS. C. Each party hereto . Because the ability of USBFS to deliver INFORMA Services is dependent upon the Internet and equipment, software, systems, data and services provided by various telecommunications carriers, equipment manufacturers, firewall providers and encryption system developers and other vendors and third parties, including DST, USBFS shall not be excused from performance liable for delays or failures to perform its obligations hereunder for any period and to the extent that it is prevented from performing any services pursuant hereto, in whole such delays or in part, as a result failures are attributable to circumstances beyond its reasonable control which interfere with the delivery of unforeseen events beyond the control and without fault or negligence INFORMA Services by means of the party includingInternet or any of the equipment, without limitation, delays caused software and services which support the Internet provided by such third parties. USBFS shall also not be liable for the other party actions or an act omissions of God, war, civil disturbance, court order, labor dispute or any third party nonperformancewrongdoers (i.e., hackers not employed by USBFS or its affiliates) or of any third parties involved with INFORMA Services. The Trust and such nonperformance shall not be a default hereunder Users are responsible for verifying the accuracy and receipt of all data or grounds information made available via INFORMA Services. The Trust is responsible for termination hereof so long as advising Users of their responsibilities to promptly notify the nonperforming party shall undertake all reasonable efforts Trust’s transfer agent of any errors or inaccuracies relating to rectify data or other information made available via INFORMA Services with respect to the situation that is the cause of the nonperformance. D. Trust’s shareholders. USBFS shall not be responsible for the accuracy of input material from Users and the Trust’s record-keeping systems maintained by third parties nor the resultant output derived from inaccurate input. The accuracy of input and output shall be judged as received at USBFS's ’s data center as determined by the records maintained by USBFS. E. In no event will either party be responsible for special, incidental, indirect, or consequential damages that the other party may incur or experience on account of entering into, relying on, or performing this Agreement, regardless of whether the damages are founded in contract, negligence, or other form of action, even if such party has been advised of the possibility of such damages. Without limiting the generality of the foregoing, neither party shall be liable for lost profits, lost business, or lost goodwill of the other party.

Additional Indemnification; Limitation of Liability. A. Subject to Section 2, USBFS CANNOT AND DOES NOT GUARANTEE AVAILABILITY OF THE ELECTRONIC SERVICES. Accordingly, USBFS's ’s sole liability to the Adviser Fund or any third party (including End Users) for any claims, notwithstanding the form of such claims (e.g., contract, negligence, or otherwise), arising out of the delay of or interruption in the Electronic Services provided or to be provided by USBFS hereunder shall be to use its best reasonable efforts to commence or resume the Electronic Services as promptly as is reasonably possible. This provision shall not have any effect upon the services USBFS is required to provide or the standard of care and liability USBFS has set forth in Section 8 of the Agreement. B. USBFS shall, at its sole cost and expense, defend, indemnify, and hold harmless the FundsFund and its trustees, its affiliates, their respective assigns, officers and their respective officers, Directors, employees, agents, and representatives, employees from and against any and all claims, actionsdemands, suitslosses, proceedings, costs, expenses, damages expenses and liabilities, liabilities of any and every nature (including without limitation, reasonable attorneys' fees and expenses ’ fees) arising out of or relating to (a) any infringement, or claim of infringement, of any United States patent, trademark, copyright, trade secret, or other proprietary rights based on the use or potential use of the Services, Electronic Services and (b) USBFS's negligence, intentional wrongful acts and willful misconduct in the performance of its services hereunder, and (c) the provision of confidential information of any End User the Fund Files (as defined below) or Confidential Information (as defined below) to a person other than a person who has provided proper identification for to whom such End User as specified in Section 1(C) aboveinformation may be properly disclosed hereunder. B. C. If an injunction shall be obtained is issued against the Funds' a Fund’s use of the Electronic Services by reasons reason of infringement of a patent, copyright, trademark, or other proprietary rights of a third party, USBFS shall, at its own option and expense, either (i) procure for the Funds Fund the right to continue to use the Electronic Services on substantially the same terms and conditions as specified in this Agreementhereunder, or (ii) after notification to the FundsFund, replace or modify the Electronic Services so that they become noninfringingnon-infringing, provided that, in the Funds' sole Fund’s judgment, such replacement or modification does not materially and adversely affect the performance of the Electronic Services or significantly lessen their utility to the FundsFund. If in the Funds' sole a Fund’s judgment, such replacement or modification does materially adversely affect the performance of the Electronic Services or significantly lessen their utility to the FundsFund, the Funds Fund may terminate all rights and responsibilities under this Agreement Exhibit C immediately on written notice to USBFS. C. Each party hereto D. Because the ability of USBFS to deliver Electronic Services is dependent upon the Internet and equipment, software, systems, data and services provided by various telecommunications carriers, equipment manufacturers, firewall providers and encryption system developers and other vendors and third parties, USBFS shall not be excused from performance liable for delays or failures to perform its obligations hereunder for any period and to the extent that it is prevented from performing any services pursuant hereto, in whole such delays or in part, as a result of unforeseen events failures are attributable to circumstances beyond its reasonable control which interfere with the control and without fault or negligence delivery of the party includingElectronic Services by means of the Internet or any of the equipment, without limitation, delays caused software and services which support the Internet provided by such third parties. USBFS shall also not be liable for the other party actions or an act omissions of God, war, civil disturbance, court order, labor dispute or any third party nonperformancewrongdoers (i.e., hackers not employed by USBFS or its affiliates) or of any third parties involved in the Electronic Services and such nonperformance shall not be liable for the selection of any such third party, unless USBFS selected the third party in bad faith or in a default hereunder or grounds for termination hereof so long as the nonperforming party shall undertake all reasonable efforts to rectify the situation that is the cause of the nonperformancegrossly negligent manner. D. E. USBFS shall not be responsible for the accuracy of input material from End Users nor the resultant output derived from inaccurate input. The accuracy of input and output shall be judged as received at USBFS's ’s data center as determined by the records maintained by USBFS. E. In no event will either party F. Notwithstanding anything to the contrary contained herein, USBFS shall not be responsible for special, incidental, indirectobligated to ensure or verify the accuracy or actual receipt, or consequential damages that the other party may incur transmission, of any data or experience on account information contained in any transaction via the Electronic Services or the consummation of entering into, relying on, any inquiry or performing this Agreement, regardless of whether the damages are founded in contract, negligence, or other form of action, even if such party has been advised of the possibility of such damages. Without limiting the generality of the foregoing, neither party shall be liable for lost profits, lost business, or lost goodwill of the other partytransaction request not actually reviewed by USBFS.

Additional Indemnification; Limitation of Liability. A. USBFS CANNOT AND DOES NOT GUARANTEE AVAILABILITY OF THE SERVICESUSER SERVICES OR THE FUNDS’ WEB SITE(S). Accordingly, USBFS's ’s sole liability to the Adviser or any third party (including End Users) for any claims, notwithstanding the form of such claims (e.g., contract, negligence, or otherwise), arising out of the delay of or interruption in the these Services provided or to be provided by USBFS hereunder shall be to use its best reasonable efforts to commence or resume the these Services as promptly as is reasonably possible. USBFS shall, at its sole cost and expense, defend, indemnify, and hold harmless the Adviser, the Funds, its their affiliates, their parents, their respective assigns, and their respective officers, Directorsdirectors, trustees, employees, agents, and representatives, from and against any and all claims, actions, suits, proceedings, costs, expenses, damages and liabilities, including without limitation, reasonable attorneys' ’ fees and expenses arising out of or relating to (a) any infringement, or claim of infringement, of any United States patent, trademark, copyright, trade secret, or other proprietary rights based on the use or potential use of the ServicesUser Services and/or the Funds’ web site(s), (b) USBFS's ’s negligence, intentional wrongful acts and willful misconduct in the performance of its services the Services hereunder, and (c) the provision of confidential information of any End User the Trust Files or Confidential Information to a person other than a person who has provided proper identification for to whom such End User as specified in Section 1(C) aboveinformation may be properly disclosed under this Agreement. B. If an injunction shall be obtained is issued against the User Services or the Funds' use of the Services ’ web site(s) by reasons of infringement of a patent, copyright, trademark, or other proprietary rights of a third party, USBFS shall, at its own option and expense, either (i) procure for the Adviser and/or the Funds the right to continue to use the these Services on substantially the same terms and conditions as specified in this Agreement, or (ii) after notification to the Fundsnotification, replace or modify the these Services so that they become noninfringing, provided that, in the Adviser’s and/or the Funds' sole ’ judgment, such replacement or modification does not materially and adversely affect the performance of the these Services or significantly lessen their utility to the Fundsutility. If in the Adviser’s and/or Funds' sole ’ judgment, such replacement or modification does materially adversely affect the performance of the these Services or significantly lessen their utility to the Fundsutility, the Funds Adviser may terminate this Agreement immediately on written notice to USBFS. C. Each party hereto shall be excused from performance hereunder for any period and to the extent that it is prevented from performing any services pursuant hereto, in whole or in part, as a result of unforeseen events beyond the control and without fault or negligence of the party including, without limitation, delays caused by the other party or an act of God, war, civil disturbance, court order, labor dispute or third party nonperformance, and such nonperformance shall not be a default hereunder or grounds for termination hereof so long as the nonperforming party shall undertake all reasonable efforts to rectify the situation that is the cause of the nonperformance. D. USBFS shall not be responsible for the accuracy of input material from End Users nor the resultant output derived from inaccurate input. The accuracy of this input and output shall be judged as received at USBFS's ’s data center as determined by the records maintained by USBFS. E. In no event will either party be responsible for special, incidental, indirect, or consequential damages that the other party may incur or experience on account of entering into, relying on, or performing this Agreementthe Services described herein, regardless of whether the damages are founded in contract, negligence, or other form of action, even if such party has been advised of the possibility of such damages. Without limiting the generality of the foregoing, neither party shall be liable for lost profits, lost business, or lost goodwill of the other partyparty when such loss is directly related to the Services described herein.

Additional Indemnification; Limitation of Liability. A. USBFS Subject to Section 2 of this Exhibit, USBGFS CANNOT AND DOES NOT GUARANTEE AVAILABILITY OF THE ELECTRONIC SERVICES. Accordingly, USBFS's USBGFS’ sole liability to the Adviser Trust or any third party (including End Users) for any claims, notwithstanding the form of such claims (e.g., contract, negligence, or otherwise), arising out of the delay of or interruption in the Electronic Services provided or to be provided by USBFS USBGFS hereunder shall be to use its best reasonable efforts to commence or resume the Electronic Services as promptly as is reasonably possible. USBFS , so long as the delay or interruption was not the proximate result of USBGFS’s gross negligence or willful misconduct. B. USBGFS shall, at its sole cost and expense, defend, indemnify, and hold harmless the FundsTrust and its trustees, its affiliates, their respective assigns, and their respective officers, Directors, employees, agents, and representatives, employees from and against any and all claims, actionsdemands, suitslosses, proceedings, costs, expenses, damages expenses and liabilities, liabilities of any and every nature (including without limitation, reasonable attorneys' fees and expenses ’ fees) arising out of or relating to (a) any infringement, or claim of infringement, of any United States patent, trademark, copyright, trade secret, or other proprietary rights based on the use or potential use of the Electronic Services, (b) USBFS's negligence, intentional wrongful acts and willful misconduct in the performance of its services hereunder, and (c) the provision of confidential information of any End User to a person other than a person who has provided proper identification for such End User as specified in Section 1(C) above. B. C. If an injunction shall be obtained is issued against the Funds' Trust’s use of the Electronic Services by reasons reason of infringement of a patent, copyright, trademark, or other proprietary rights of a third party, USBFS USBGFS shall, at its own option and expense, either (i) procure for the Funds Trust the right to continue to use the Electronic Services on substantially the same terms and conditions as specified in this Agreementhereunder, or (ii) after notification to the FundsTrust, replace or modify the Electronic Services so that they become noninfringingnon-infringing, provided that, in the Funds' sole Trust’s judgment, such replacement or modification does not materially and adversely affect the performance of the Electronic Services or significantly lessen their utility to the FundsTrust. If in the Funds' sole Trust’s judgment, such replacement or modification does materially adversely affect the performance of the Electronic Services or significantly lessen their utility to the FundsTrust, the Funds Trust may terminate all rights and responsibilities under this Agreement Exhibit G immediately on written notice to USBFSUSBGFS. C. Each party hereto D. Because the ability of USBGFS to deliver Electronic Services is dependent upon the Internet and equipment, software, systems, data and services provided by various telecommunications carriers, equipment manufacturers, firewall providers and encryption system developers and other vendors and third parties, USBGFS shall not be excused from performance liable for delays or failures to perform its obligations hereunder for any period and to the extent that it is prevented from performing any services pursuant hereto, in whole such delays or in part, as a result of unforeseen events failures are attributable to circumstances beyond its reasonable control which interfere with the control and without fault or negligence delivery of the party includingElectronic Services by means of the Internet or any of the equipment, without limitation, delays caused software and services which support the Internet provided by such third parties. USBGFS shall also not be liable for the other party actions or an act omissions of God, war, civil disturbance, court order, labor dispute or any third party nonperformancewrongdoers (i.e., and such nonperformance shall hackers not be employed by USBGFS or its affiliates) that cause a default hereunder or grounds for termination hereof so long as the nonperforming party shall undertake all reasonable efforts to rectify the situation that is the cause disruption of the nonperformanceElectronic Services, unless USBGFS did not exercise reasonable care in following commercial standards to protect the Electronic Services. D. USBFS E. USBGFS shall not be responsible for the accuracy of input material from End Users nor the resultant output derived from inaccurate input. F. Certain Electronic Services may permit the Trust to provision End Users. The accuracy of input and output If the Trust undertakes to provision End Users, the Trust shall be judged as received at USBFS's data center as determined by the records maintained by USBFS. E. In no event will either party solely responsible for providing access to End Users, removing access for End Users, and for maintaining appropriate safeguards over access credentials for End Users. USBGFS shall not be responsible for specialany unauthorized or improper use of the Electronic Services by such End Users or by any other person accessing the Electronic Services through the action or inaction of the Trust or such End Users. G. Notwithstanding anything to the contrary contained herein, incidental, indirectUSBGFS shall not be obligated to ensure or verify the accuracy or actual receipt, or consequential damages the transmission, of any data or information contained in any transaction via the Electronic Services or the consummation of any inquiry or transaction request not actually reviewed by USBGFS. USBGFS is entitled to reasonably presume that all information and transaction requests submitted through the other party may incur or experience on account Electronic Services are genuine in the absence of entering into, relying on, or performing this Agreement, regardless of whether actual information to the damages are founded in contract, negligence, or other form of action, even if such party has been advised of the possibility of such damagescontrary. Without limiting the generality of the foregoing, neither party shall USBGFS will not be liable for lost profitsany loss, lost businessliability, cost or lost goodwill of expense for reasonably following instructions communicated through the other partyElectronic Services, including fraudulent or unauthorized instructions.

Additional Indemnification; Limitation of Liability. A. USBFS CANNOT AND DOES NOT GUARANTEE AVAILABILITY OF THE INFORMA SERVICES. Accordingly, USBFS's ’s sole liability to the Adviser Trust or any third party (including End Users) for any claims, notwithstanding the form of such claims (e.g., contract, negligence, or otherwise), arising out of the delay of or interruption in the INFORMA Services provided or to be provided by USBFS hereunder shall be to use its best reasonable efforts to commence or resume the INFORMA Services as promptly as is reasonably possible. . B. USBFS shall, at its sole cost and expense, defend, indemnify, and hold harmless the FundsTrust and its trustees, its affiliates, their respective assigns, officers and their respective officers, Directors, employees, agents, and representatives, employees from and against any and all claims, actionsdemands, suits, proceedings, costslosses, expenses, damages or liabilities of any and liabilitiesevery nature, including without limitation, reasonable attorneys' fees and expenses ’ fees, arising out of or relating to (a) any infringement, or claim of infringement, of any United States patent, trademark, copyright, trade secret, or other proprietary rights based on the use or potential use of the Services, INFORMA Services and (b) USBFS's negligence, intentional wrongful acts and willful misconduct in the performance of its services hereunder, and (c) the provision of confidential information of any End User the Trust Files (as defined below) or Confidential Information (as defined below) to a person other than a person who has provided proper identification for to whom such End User as specified in Section 1(C) aboveinformation may be properly disclosed hereunder. B. C. If an injunction shall be obtained is issued against the Funds' Trust’s and Users’ use of the INFORMA Services by reasons reason of infringement of a patent, copyright, trademark, or other proprietary rights of a third party, USBFS shall, at its own option and expense, either (i) procure for the Funds Trust and Users the right to continue to use the INFORMA Services on substantially the same terms and conditions as specified in this Agreementhereunder, or (ii) after notification to the FundsTrust, replace or modify the INFORMA Services so that they become noninfringingnon-infringing, provided that, in the Funds' sole Trust’s judgment, such replacement or modification does not materially and adversely affect the performance of the INFORMA Services or significantly lessen their utility to the FundsTrust and Users. If in the Funds' sole Trust’s judgment, such replacement or modification does materially adversely affect the performance of the INFORMA Services or significantly lessen their utility to the FundsTrust and Users, the Funds Trust may terminate all rights and responsibilities under this Agreement Exhibit D immediately on written notice to USBFS. C. Each party hereto D. Because the ability of USBFS to deliver INFORMA Services is dependent upon the Internet and equipment, software, systems, data and services provided by various telecommunications carriers, equipment manufacturers, firewall providers and encryption system developers and other vendors and third parties, including DST, USBFS shall not be excused from performance liable for delays or failures to perform its obligations hereunder for any period and to the extent that it is prevented from performing any services pursuant hereto, in whole such delays or in part, as a result failures are attributable to circumstances beyond its reasonable control which interfere with the delivery of unforeseen events beyond the control and without fault or negligence INFORMA Services by means of the party includingInternet or any of the equipment, without limitation, delays caused software and services which support the Internet provided by such third parties. USBFS shall also not be liable for the other party actions or an act omissions of God, war, civil disturbance, court order, labor dispute or any third party nonperformancewrongdoers (i.e., and such nonperformance shall hackers not be a default hereunder employed by USBFS or grounds for termination hereof so long as the nonperforming party shall undertake all reasonable efforts to rectify the situation that is the cause its affiliates) or of the nonperformanceany third parties involved with INFORMA Services. D. E. The Trust and Users are responsible for verifying the accuracy and receipt of all data or information made available via INFORMA Services. The Trust is responsible for advising Users of their responsibilities to promptly notify the Trust’s transfer agent of any errors or inaccuracies relating to data or other information made available via INFORMA Services with respect to the Trust’s shareholders. F. USBFS shall not be responsible for the accuracy of input material from Users and the Trust’s record-keeping systems maintained by third parties nor the resultant output derived from inaccurate input. The accuracy of input and output shall be judged as received at USBFS's ’ data center as determined by the records maintained by USBFS. E. In no event will either party be responsible for special, incidental, indirect, or consequential damages that the other party may incur or experience on account of entering into, relying on, or performing this Agreement, regardless of whether the damages are founded in contract, negligence, or other form of action, even if such party has been advised of the possibility of such damages. Without limiting the generality of the foregoing, neither party shall be liable for lost profits, lost business, or lost goodwill of the other party.

Additional Indemnification; Limitation of Liability. A. USBFS CANNOT AND DOES NOT GUARANTEE AVAILABILITY OF THE INFORMA SERVICES. Accordingly, USBFS's ’s sole liability to the Adviser Trust or any third party (including End Users) for any claims, notwithstanding the form of such claims (e.g., contract, negligence, or otherwise), arising out of the delay of or interruption in the INFORMA Services provided or to be provided by USBFS hereunder shall be to use its best reasonable efforts to commence or resume the INFORMA Services as promptly as is reasonably possible. . B. USBFS shall, at its sole cost and expense, defend, indemnify, and hold harmless the FundsTrust and its trustees, its affiliates, their respective assigns, officers and their respective officers, Directors, employees, agents, and representatives, employees from and against any and all claims, actionsdemands, suits, proceedings, costslosses, expenses, damages or liabilities of any and liabilitiesevery nature, including without limitation, reasonable attorneys' fees and expenses ’ fees, arising out of or relating to (a) any infringement, or claim of infringement, of any United States patent, trademark, copyright, trade secret, or other proprietary rights based on the use or potential use of the Services, INFORMA Services and (b) USBFS's negligence, intentional wrongful acts and willful misconduct in the performance of its services hereunder, and (c) the provision of confidential information of any End User the Trust Files (as defined below) or Confidential Information (as defined below) to a person other than a person who has provided proper identification for to whom such End User as specified in Section 1(C) aboveinformation may be properly disclosed hereunder. B. C. If an injunction shall be obtained is issued against the Funds' Trust’s and Users’ use of the INFORMA Services by reasons reason of infringement of a patent, copyright, trademark, or other proprietary rights of a third party, USBFS shall, at its own option and expense, either (i) procure for the Funds Trust and Users the right to continue to use the INFORMA Services on substantially the same terms and conditions as specified in this Agreementhereunder, or (ii) after notification to the FundsTrust, replace or modify the INFORMA Services so that they become noninfringingnon-infringing, provided that, in the Funds' sole Trust’s judgment, such replacement or modification does not materially and adversely affect the performance of the INFORMA Services or significantly lessen their utility to the FundsTrust and Users. If in the Funds' sole Trust’s judgment, such replacement or modification does materially adversely affect the performance of the INFORMA Services or significantly lessen their utility to the FundsTrust and Users, the Funds Trust may terminate all rights and responsibilities under this Agreement Exhibit D immediately on written notice to USBFS. C. Each party hereto D. Because the ability of USBFS to deliver INFORMA Services is dependent upon the Internet and equipment, software, systems, data and services provided by various telecommunications carriers, equipment manufacturers, firewall providers and encryption system developers and other vendors and third parties, including DST, USBFS shall not be excused from performance liable for delays or failures to perform its obligations hereunder for any period and to the extent that it is prevented from performing any services pursuant hereto, in whole such delays or in part, as a result failures are attributable to circumstances beyond its reasonable control which interfere with the delivery of unforeseen events beyond the control and without fault or negligence INFORMA Services by means of the party includingInternet or any of the equipment, without limitation, delays caused software and services which support the Internet provided by such third parties. USBFS shall also not be liable for the other party actions or an act omissions of God, war, civil disturbance, court order, labor dispute or any third party nonperformancewrongdoers (i.e., and such nonperformance shall hackers not be a default hereunder employed by USBFS or grounds for termination hereof its affiliates) so long as the nonperforming USBFS has adopted reasonable security provisions to prevent damage from third party shall undertake all reasonable efforts to rectify the situation that is the cause wrongdoers or of the nonperformanceany third parties involved with INFORMA Services. D. E. The Trust and Users are responsible for verifying the accuracy and receipt of all data or information made available via INFORMA Services. The Trust is responsible for advising Users of their responsibilities to promptly notify the Trust’s transfer agent of any errors or inaccuracies relating to data or other information made available via INFORMA Services with respect to the Trust’s shareholders. F. USBFS shall not be responsible for the accuracy of input material from Users and the Trust’s record-keeping systems maintained by third parties nor the resultant output derived from inaccurate input. The accuracy of input and output shall be judged as received at USBFS's ’s data center as determined by the records maintained by USBFS. E. In no event will either party be responsible for special, incidental, indirect, or consequential damages that the other party may incur or experience on account of entering into, relying on, or performing this Agreement, regardless of whether the damages are founded in contract, negligence, or other form of action, even if such party has been advised of the possibility of such damages. Without limiting the generality of the foregoing, neither party shall be liable for lost profits, lost business, or lost goodwill of the other party.

Additional Indemnification; Limitation of Liability. A. USBFS CANNOT AND DOES NOT GUARANTEE AVAILABILITY OF THE INFORMA SERVICES. Accordingly, USBFS's ’s sole liability to the Adviser Trust or any third party (including End Users) for any claims, notwithstanding the form of such claims (e.g., contract, negligence, or otherwise), arising out of the delay of or interruption in the INFORMA Services provided or to be provided by USBFS hereunder shall be to use its best reasonable efforts to commence or resume the INFORMA Services as promptly as is reasonably possible. . B. USBFS shall, at its sole cost and expense, defend, indemnify, and hold harmless the FundsTrust and its trustees, its affiliates, their respective assigns, officers and their respective officers, Directors, employees, agents, and representatives, employees from and against any and all claims, actionsdemands, suits, proceedings, costslosses, expenses, damages or liabilities of any and liabilitiesevery nature, including without limitation, reasonable attorneys' fees and expenses ’ fees, arising out of or relating to (a) any infringement, or claim of infringement, of any United States patent, trademark, copyright, trade secret, or other proprietary rights based on the use or potential use of the Services, INFORMA Services and (b) USBFS's negligence, intentional wrongful acts and willful misconduct in the performance of its services hereunder, and (c) the provision of confidential information of any End User the Trust Files (as defined below) or Confidential Information (as defined below) to a person other than a person who has provided proper identification for to whom such End User as specified in Section 1(C) aboveinformation may be properly disclosed hereunder. B. C. If an injunction shall be obtained is issued against the Funds' Trust’s and Users’ use of the INFORMA Services by reasons reason of infringement of a patent, copyright, trademark, or other proprietary rights of a third party, USBFS shall, at its own option and expense, either (i) procure for the Funds Trust and Users the right to continue to use the INFORMA Services on substantially the same terms and conditions as specified in this Agreementhereunder, or (ii) after notification to the FundsTrust, replace or modify the INFORMA Services so that they become noninfringingnon-infringing, provided that, in the Funds' sole Trust’s judgment, such replacement or modification does not materially and adversely affect the performance of the INFORMA Services or significantly lessen their utility to the FundsTrust and Users. If in the Funds' sole Trust’s judgment, such replacement or modification does materially adversely affect the performance of the INFORMA Services or significantly lessen their utility to the FundsTrust and Users, the Funds Trust may terminate all rights and responsibilities under this Agreement Exhibit C immediately on written notice to USBFS. C. Each party hereto D. Because the ability of USBFS to deliver INFORMA Services is dependent upon the Internet and equipment, software, systems, data and services provided by various telecommunications carriers, equipment manufacturers, firewall providers and encryption system developers and other vendors and third parties, including DST, USBFS shall not be excused from performance liable for delays or failures to perform its obligations hereunder for any period and to the extent that it is prevented from performing any services pursuant hereto, in whole such delays or in part, as a result failures are attributable to circumstances beyond its reasonable control which interfere with the delivery of unforeseen events beyond the control and without fault or negligence INFORMA Services by means of the party includingInternet or any of the equipment, without limitation, delays caused software and services which support the Internet provided by such third parties. USBFS shall also not be liable for the other party actions or an act omissions of God, war, civil disturbance, court order, labor dispute or any third party nonperformancewrongdoers (i.e., and such nonperformance shall hackers not be a default hereunder employed by USBFS or grounds for termination hereof so long as the nonperforming party shall undertake all reasonable efforts to rectify the situation that is the cause its affiliates) or of the nonperformanceany third parties involved with INFORMA Services. D. E. The Trust and Users are responsible for verifying the accuracy and receipt of all data or information made available via INFORMA Services. The Trust is responsible for advising Users of their responsibilities to promptly notify the Trust’s transfer agent of any errors or inaccuracies relating to data or other information made available via INFORMA Services with respect to the Trust’s shareholders. F. USBFS shall not be responsible for the accuracy of input material from Users and the Trust’s record-keeping systems maintained by third parties nor the resultant output derived from inaccurate input. The accuracy of input and output shall be judged as received at USBFS's ’ data center as determined by the records maintained by USBFS. E. In no event will either party be responsible for special, incidental, indirect, or consequential damages that the other party may incur or experience on account of entering into, relying on, or performing this Agreement, regardless of whether the damages are founded in contract, negligence, or other form of action, even if such party has been advised of the possibility of such damages. Without limiting the generality of the foregoing, neither party shall be liable for lost profits, lost business, or lost goodwill of the other party.

Additional Indemnification; Limitation of Liability. A. USBFS CANNOT AND DOES NOT GUARANTEE AVAILABILITY OF THE SERVICESMARSTM. Accordingly, USBFS's ’ sole liability to the Adviser Trust or any third party (including End Users) for any claims, notwithstanding the form of such claims (e.g., contract, negligence, or otherwise), arising out of the delay of or interruption in the Services provided or MARSTM to be provided by USBFS hereunder shall be to use its best reasonable efforts to commence or resume the Services MARSTM as promptly as is reasonably possible. . B. USBFS shall, at its sole cost and expense, defend, indemnify, and hold harmless the FundsTrust and its trustees, its affiliates, their respective assigns, officers and their respective officers, Directors, employees, agents, and representatives, employees from and against any and all claims, actionsdemands, suits, proceedings, costslosses, expenses, damages or liabilities of any and liabilitiesevery nature, including without limitation, reasonable attorneys' fees and expenses ’ fees, arising out of or relating to (a) any infringement, or claim of infringement, of any United States patent, trademark, copyright, trade secret, or other proprietary rights based on the use or potential use of the Services, MARSTM and (b) USBFS's negligence, intentional wrongful acts and willful misconduct in the performance of its services hereunder, and (c) the provision of confidential information of any End User the Trust Files (as defined below) or Confidential Information (as defined below) to a person other than a person who has provided proper identification for to whom such End User as specified in Section 1(C) aboveinformation may be properly disclosed hereunder. B. C. If an injunction shall be obtained is issued against the Funds' Trusts’ use of the Services MARSTM by reasons reason of infringement of a patent, copyright, trademark, or other proprietary rights of a third party, USBFS shall, at its own option and expense, either (i) procure for the Funds Trusts the right to continue to use the Services MARSTM on substantially the same terms and conditions as specified in this Agreementhereunder, or (ii) after notification to the FundsTrust, replace or modify the Services MARSTM so that they become noninfringingnon-infringing, provided that, in the Funds' sole Trusts’ judgment, such replacement or modification does not materially and adversely affect the performance of the Services MARSTM or significantly lessen their its utility to the Funds. Trusts If in the Funds' sole Trust’s judgment, such replacement or modification does materially adversely affect the performance of the Services MARSTM or significantly lessen their its utility to the FundsTrusts, the Funds Trusts may terminate all rights and responsibilities under this Agreement Exhibit D immediately on written notice to USBFS. C. Each party hereto D. Because the ability of USBFS to deliver MARSTM is dependent upon the Internet and equipment, software, systems, data and services provided by various telecommunications carriers, equipment manufacturers, firewall providers and encryption system developers and other vendors and third parties, including Sales Focus Solutions, USBFS shall not be excused from performance liable for delays or failures to perform its obligations hereunder for any period and to the extent that it is prevented from performing any services pursuant hereto, in whole such delays or in part, as a result failures are attributable to circumstances beyond its reasonable control which interfere with the delivery of unforeseen events beyond the control and without fault or negligence MARSTM by means of the party including, without limitation, delays caused by the other party Internet or an act of God, war, civil disturbance, court order, labor dispute or third party nonperformance, and such nonperformance shall not be a default hereunder or grounds for termination hereof so long as the nonperforming party shall undertake all reasonable efforts to rectify the situation that is the cause any of the nonperformanceequipment, software and services which support the Internet provided by such third parties. D. E. The Trusts are responsible for verifying the accuracy and receipt of all data or information made available via MARSTM. The Trust is responsible for promptly notifying USBFS of any errors or inaccuracies relating to data or other information made available via MARSTM with respect to the Trusts’ shareholders. F. USBFS shall not be responsible for the accuracy of input material from Trust’s record-keeping systems maintained by third parties nor the resultant output derived from inaccurate input. The accuracy of input and output shall be judged as received at USBFS's ’ data center as determined by the records maintained by USBFS. E. In no event will either party be responsible for special, incidental, indirect, or consequential damages that the other party may incur or experience on account of entering into, relying on, or performing this Agreement, regardless of whether the damages are founded in contract, negligence, or other form of action, even if such party has been advised of the possibility of such damages. Without limiting the generality of the foregoing, neither party shall be liable for lost profits, lost business, or lost goodwill of the other party.

Additional Indemnification; Limitation of Liability. A. USBFS CANNOT AND DOES NOT GUARANTEE AVAILABILITY OF THE INFORMA SERVICES. Accordingly, USBFS's ’s sole liability to the Adviser Trust or any third party (including End Users) for any claims, notwithstanding the form of such claims (e.g., contract, negligence, or otherwise), arising out of the delay of or interruption in the INFORMA Services provided or to be provided by USBFS hereunder shall be to use its best reasonable efforts to commence or resume the INFORMA Services as promptly as is reasonably possible. . B. USBFS shall, at its sole cost and expense, defend, indemnify, and hold harmless the FundsTrust and its trustees, its affiliates, their respective assigns, officers and their respective officers, Directors, employees, agents, and representatives, employees from and against any and all claims, actionsdemands, suits, proceedings, costslosses, expenses, damages or liabilities of any and liabilitiesevery nature, including without limitation, reasonable attorneys' fees and expenses ’ fees, arising out of or relating to (a) any infringement, or claim of infringement, of any United States patent, trademark, copyright, trade secret, or other proprietary rights based on the use or potential use of the Services, INFORMA Services and (b) USBFS's negligence, intentional wrongful acts and willful misconduct in the performance of its services hereunder, and (c) the provision of confidential information of any End User the Trust Files (as defined below) or Confidential Information (as defined below) to a person other than a person who has provided proper identification for to whom such End User as specified in Section 1(C) aboveinformation may be properly disclosed hereunder. B. C. If an injunction shall be obtained is issued against the Funds' Trust’s and Users’ use of the INFORMA Services by reasons reason of infringement of a patent, copyright, trademark, or other proprietary rights of a third party, USBFS shall, at its own option and expense, either (i) procure for the Funds Trust and Users the right to continue to use the INFORMA Services on substantially the same terms and conditions as specified in this Agreementhereunder, or (ii) after notification to the FundsTrust, replace or modify the INFORMA Services so that they become noninfringingnon-infringing, provided that, in the Funds' sole Trust’s judgment, such replacement or modification does not materially and adversely affect the performance of the INFORMA Services or significantly lessen their utility to the FundsTrust and Users. If in the Funds' sole Trust’s judgment, such replacement or modification does materially adversely affect the performance of the INFORMA Services or significantly lessen their utility to the FundsTrust and Users, the Funds Trust may terminate all rights and responsibilities under this Agreement Exhibit E immediately on written notice to USBFS. C. Each party hereto D. Because the ability of USBFS to deliver INFORMA Services is dependent upon the Internet and equipment, software, systems, data and services provided by various telecommunications carriers, equipment manufacturers, firewall providers and encryption system developers and other vendors and third parties, including DST, USBFS shall not be excused from performance liable for delays or failures to perform its obligations hereunder for any period and to the extent that it is prevented from performing any services pursuant hereto, in whole such delays or in part, as a result failures are attributable to circumstances beyond its reasonable control which interfere with the delivery of unforeseen events beyond the control and without fault or negligence INFORMA Services by means of the party includingInternet or any of the equipment, without limitation, delays caused software and services which support the Internet provided by such third parties. USBFS shall also not be liable for the other party actions or an act omissions of God, war, civil disturbance, court order, labor dispute or any third party nonperformancewrongdoers (i.e., and such nonperformance shall hackers not be a default hereunder employed by USBFS or grounds for termination hereof so long as the nonperforming party shall undertake all reasonable efforts to rectify the situation that is the cause its affiliates) or of the nonperformanceany third parties involved with INFORMA Services. D. E. The Trust and Users are responsible for verifying the accuracy and receipt of all data or information made available via INFORMA Services. The Trust is responsible for advising Users of their responsibilities to promptly notify the Trust’s transfer agent of any errors or inaccuracies relating to data or other information made available via INFORMA Services with respect to the Trust’s shareholders. F. USBFS shall not be responsible for the accuracy of input material from Users and the Trust’s record-keeping systems maintained by third parties nor the resultant output derived from inaccurate input. The accuracy of input and output shall be judged as received at USBFS's ’ data center as determined by the records maintained by USBFS. E. In no event will either party be responsible for special, incidental, indirect, or consequential damages that the other party may incur or experience on account of entering into, relying on, or performing this Agreement, regardless of whether the damages are founded in contract, negligence, or other form of action, even if such party has been advised of the possibility of such damages. Without limiting the generality of the foregoing, neither party shall be liable for lost profits, lost business, or lost goodwill of the other party.

Additional Indemnification; Limitation of Liability. A. Subject to Section 2(A), USBFS CANNOT AND DOES NOT GUARANTEE AVAILABILITY OF THE ELECTRONIC SERVICES. Accordingly, USBFS's ’s sole liability to the Adviser Company or any third party (including End Users) for any claims, notwithstanding the form of such claims (e.g., contract, negligence, or otherwise), arising out of the delay of or interruption in the Electronic Services provided or to be provided by USBFS hereunder shall be to use its best reasonable efforts to commence or resume the Electronic Services as promptly as is reasonably possible. This provision shall not have any affect upon the services USBFS is required to provide or the standard of care and liability USBFS has set forth in Section 8 of the Agreement. B. USBFS shall, at its sole cost and expense, defend, indemnify, and hold harmless the FundsCompany and its directors, its affiliates, their respective assigns, officers and their respective officers, Directors, employees, agents, and representatives, employees from and against any and all claims, actionsdemands, suitslosses, proceedings, costs, expenses, damages expenses and liabilities, liabilities of any and every nature (including without limitation, reasonable attorneys' fees and expenses ’ fees) arising out of or relating to (a) any infringement, or claim of infringement, of any United States patent, trademark, copyright, trade secret, or other proprietary rights based on the use or potential use of the Services, Electronic Services and (b) USBFS's negligence, intentional wrongful acts and willful misconduct in the performance of its services hereunder, and (c) the provision of confidential information of any End User the Company Files (as defined below) or Confidential Information (as defined below) to a person other than a person who has provided proper identification for to whom such End User as specified in Section 1(C) aboveinformation may be properly disclosed hereunder. B. C. If an injunction shall be obtained is issued against the Funds' Company’s use of the Electronic Services by reasons reason of infringement of a patent, copyright, trademark, or other proprietary rights of a third party, USBFS shall, at its own option and expense, either either: (i) procure for the Funds Company the right to continue to use the Electronic Services on substantially the same terms and conditions as specified in this Agreementhereunder, or (ii) after notification to the FundsCompany, replace or modify the Electronic Services so that they become noninfringingnon-infringing, provided that, in the Funds' sole Company’s judgment, such replacement or modification does not materially and adversely affect the performance of the Electronic Services or significantly lessen their utility to the FundsCompany. If in the Funds' sole Company’s judgment, such replacement or modification does materially adversely affect the performance of the Electronic Services or significantly lessen their utility to the FundsCompany, the Funds Company may terminate all rights and responsibilities under this Agreement Exhibit B immediately on written notice to USBFS. C. Each party hereto D. Because the ability of USBFS to deliver Electronic Services is dependent upon the Internet and equipment, software, systems, data and services provided by various telecommunications carriers, equipment manufacturers, firewall providers and encryption system developers and other vendors and third parties, USBFS shall not be excused from performance liable for delays or failures to perform its obligations hereunder for any period and to the extent that it is prevented from performing any services pursuant hereto, in whole such delays or in part, as a result of unforeseen events failures are attributable to circumstances beyond its reasonable control which interfere with the control and without fault or negligence delivery of the party includingElectronic Services by means of the Internet or any of the equipment, without limitation, delays caused software and services which support the Internet provided by such third parties. USBFS shall also not be liable for the other party actions or an act omissions of God, war, civil disturbance, court order, labor dispute or any third party nonperformancewrongdoers (i.e., hackers not employed by USBFS or its affiliates) or of any third parties involved in the Electronic Services and such nonperformance shall not be liable for the selection of any such third party, unless USBFS selected the third party in bad faith or in a default hereunder or grounds for termination hereof so long as the nonperforming party shall undertake all reasonable efforts to rectify the situation that is the cause of the nonperformancenegligent manner. D. E. USBFS shall not be responsible for the accuracy of input material from End Users nor the resultant output derived from inaccurate input. The accuracy of input and output shall be judged as received at USBFS's ’s data center as determined by the records maintained by USBFS. E. In no event will either party F. Notwithstanding anything to the contrary contained herein, USBFS shall not be responsible for special, incidental, indirectobligated to ensure or verify the accuracy or actual receipt, or consequential damages that the other party may incur transmission, of any data or experience on account information contained in any transaction via the Electronic Services or the consummation of entering into, relying on, any inquiry or performing this Agreement, regardless of whether the damages are founded in contract, negligence, or other form of action, even if such party has been advised of the possibility of such damages. Without limiting the generality of the foregoing, neither party shall be liable for lost profits, lost business, or lost goodwill of the other partytransaction request not actually reviewed by USBFS.