Common use of Indemnity and Exclusion of Liability Clause in Contracts

Indemnity and Exclusion of Liability. 5.1. The Referring Party shall indemnify GKFX Prime on demand against all costs claims losses damages liabilities and expenses whatsoever and howsoever arising which GKFX Prime may suffer or incur arising out of: (a) any fraud, misrepresentation and/or breach of this agreement by the Referring Party; (b) any advice given to any person by the Referring Party; and (c) any claim action or proceeding to which GKFX Prime may be a party (including any between a third party and the Referring Party) relating to any act or omission of the Referring Party. 5.2. Neither Party shall be: required to do any act or thing which would be in breach of any law or regulatory rule applicable to it; deemed to be in breach of this agreement by reason of doing any act or thing or omitting to do any act or thing in order to comply with any law or regulatory rule applicable to it; liable to the other for any special, indirect or consequential loss or damage (including without limitation any loss of revenue, business, data, profit, anticipated profit or goodwill) however caused, arising out of or in connection with this agreement. 5.3. Nothing in this agreement shall exclude or limit either Party’s liability for fraud. 5.4. The Referring Party hereby warrants that: (i) it will, at all times, have the requisite capacity and authority to enter into this Agreement; (ii) it does not require authorization to provide the services, or, if it does, it already has the requisite authorization and that it will promptly notify GKFX Prime in writing if there is any change in such authorization; (iii) it will not issue any advertisement or distribute any promotional material, whether on the internet or otherwise, about the GKFX Prime’s group companies (except for the Marketing Materials) without GKFX Prime’s express prior written consent and in accordance with clause 7; (iv) it will not do, or neglect to do, anything which as a result of its action or omission, leads to a detrimental outcome for the GKFX Prime’s group companies, (v) it is duly organized, validly existing and in good standing under the laws of its jurisdiction, (vi) there is no action or proceedings pending against the Referring Party or any of its officers or directors in their capabilities as officers or directors before any court, administrative agency or other tribunal which might have a material adverse effect on its or the GKFX Prime’s business or condition, financial or otherwise, or its operation. No director, officer, key employee or member of Referring Party’s senior management has a criminal prosecution and/or investigation pending, (vii) it will carry on its operations and business as an independent contractor and not as agent or employee or representative of the GKFX Prime. (viii) It shall not and shall make sure that its website(s) shall not engaged, directly or indirectly, in conduct that GKFX Prime, in its sole and absolute discretion, deems to be illegal, improper, unfair or otherwise adverse to the operation or reputation of the GKFX Prime’s group companies or any site or detrimental to other users of the site(s), including without limitation, directly or indirectly: a. operation of an illegal business, site or subscription e-mail list; b. engaging in any illegal activity of any type, including but not limited to displaying illegal content on the Referring Party’s website or in the Referring Party’s subscription emails or offering any illegal good or service through the Referring Party’s website or subscription emails; c. operation of a website that contains or promotes content that is libelous, defamatory, obscene, abusive, violent, bigoted, hate-oriented, illegal, pornographic, related to gambling or link to a website that contains or promotes such content; d. engaging in indiscriminate or unsolicited commercial advertising emails;

Indemnity and Exclusion of Liability. 5.1. The Referring Party shall indemnify GKFX Prime Trive on demand against all costs claims losses damages liabilities and expenses whatsoever and howsoever arising which GKFX Prime Trive may suffer or incur arising out of: (a) any fraud, misrepresentation and/or breach of this agreement by the Referring Party; (b) any advice given to any person by the Referring Party; and (c) any claim action or proceeding to which GKFX Prime Trive may be a party (including any between a third party and the Referring Party) relating to any act or omission of the Referring Party. 5.2. Neither Party shall be: required to do any act or thing which would be in breach of any law or regulatory rule applicable to it; deemed to be in breach of this agreement by reason of doing any act or thing or omitting to do any act or thing in order to comply with any law or regulatory rule applicable to it; liable to the other for any special, indirect or consequential loss or damage (including without limitation any loss of revenue, business, data, profit, anticipated profit or goodwill) however caused, arising out of or in connection with this agreement. 5.3. Nothing in this agreement shall exclude or limit either Party’s liability for fraud. 5.4. The Referring Party hereby warrants that: (i) it will, at all times, have the requisite capacity and authority to enter into this Agreement; (ii) it does not require authorization to provide the services, or, if it does, it already has the requisite authorization and that it will promptly notify GKFX Prime Trive in writing if there is any change in such authorization; (iii) it will not issue any advertisement or distribute any promotional material, whether on the internet or otherwise, about the GKFX PrimeTrive’s group companies (except for the Marketing Materials) without GKFX PrimeTrive’s express prior written consent and in accordance with clause 7; (iv) it will not do, or neglect to do, anything which as a result of its action or omission, leads to a detrimental outcome for the GKFX PrimeTrive’s group companies, (v) it is duly organized, validly existing and in good standing under the laws of its jurisdiction, (vi) there is no action or proceedings pending against the Referring Party or any of its officers or directors in their capabilities as officers or directors before any court, administrative agency or other tribunal which might have a material adverse effect on its or the GKFX PrimeTrive’s business or condition, financial or otherwise, or its operation. No director, officer, key employee or member of Referring Party’s senior management has a criminal prosecution and/or investigation pending, (vii) it will carry on its operations and business as an independent contractor and not as agent or employee or representative of the GKFX PrimeTrive. (viii) It shall not and shall make sure that its website(s) shall not engaged, directly or indirectly, in conduct that GKFX PrimeTrive, in its sole and absolute discretion, deems to be illegal, improper, unfair or otherwise adverse to the operation or reputation of the GKFX PrimeTrive’s group companies or any site or detrimental to other users of the site(s), including without limitation, directly or indirectly: a. operation of an illegal business, site or subscription e-mail list; b. engaging in any illegal activity of any type, including but not limited to displaying illegal content on the Referring Party’s website or in the Referring Party’s subscription emails or offering any illegal good or service through the Referring Party’s website or subscription emails; c. operation of a website that contains or promotes content that is libelous, defamatory, obscene, abusive, violent, bigoted, hate-oriented, illegal, pornographic, related to gambling or link to a website that contains or promotes such content; d. engaging in indiscriminate or unsolicited commercial advertising emails;

Indemnity and Exclusion of Liability. 5.1. The Referring Party shall indemnify GKFX Prime N1CM on demand against all costs claims losses damages liabilities and expenses whatsoever and howsoever arising which GKFX Prime N1CM may suffer or incur arising out of: (a) any fraud, misrepresentation and/or breach of this agreement by the Referring Party; (b) any advice given to any person by the Referring Party; and (c) any claim action or proceeding to which GKFX Prime N1CM may be a party (including any between a third party and the Referring Party) relating to any act or omission of the Referring Party. 5.2. Neither Party shall be: required to do any act or thing which would be in breach of any law or regulatory rule applicable to it; deemed to be in breach of this agreement by reason of doing any act or thing or omitting to do any act or thing in order to comply with any law or regulatory rule applicable to it; liable to the other for any special, indirect or consequential loss or damage (including without limitation any loss of revenue, business, data, profit, anticipated profit or goodwill) however caused, arising out of or in connection with this agreement. 5.3. Nothing in this agreement shall exclude or limit either Party’s liability for fraud. 5.4. The Referring Party hereby warrants that: (i) i. it will, at all times, have the requisite capacity and authority to enter into this Agreement; (ii) . it does not require authorization to provide the services, or, if it does, it already has the requisite authorization and that it will promptly notify GKFX Prime N1CM in writing if there is any change in such authorization; (iii) . it will not issue any advertisement or distribute any promotional material, whether on the internet or otherwise, about the GKFX PrimeN1CM’s group companies (except for the Marketing Materials) without GKFX PrimeN1CM’s express prior written consent and in accordance with clause 7; (iv) . it will not do, or neglect to do, anything which as a result of its action or omission, leads to a detrimental outcome for the GKFX PrimeN1CM’s group companies, (v) v. it is duly organized, validly existing and in good standing under the laws of its jurisdiction, (vi) . there is no action or proceedings pending against the Referring Party or any of its officers or directors in their capabilities as officers or directors before any court, administrative agency or other tribunal which might have a material adverse effect on its or the GKFX PrimeN1CM’s business or condition, financial or otherwise, or its operation. No director, officer, key employee or member of Referring Party’s senior management has a criminal prosecution and/or investigation pending, (vii) . it will carry on its operations and business as an independent contractor and not as agent or employee or representative of the GKFX PrimeN1CM. (viii) . It shall not and shall make sure that its website(s) shall not engaged, directly or indirectly, in conduct that GKFX PrimeN1CM, in its sole and absolute discretion, deems to be illegal, improper, unfair or otherwise adverse to the operation or reputation of the GKFX PrimeN1CM’s group companies or any site or detrimental to other users of the site(s), including without limitation, directly or indirectly: a. operation of an illegal business, site or subscription e-mail list; b. engaging in any illegal activity of any type, including but not limited to displaying illegal content on the Referring Party’s website or in the Referring Party’s subscription emails or offering any illegal good or service through the Referring Party’s website or subscription emails; c. operation of a website that contains or promotes content that is libelouslibellous, defamatory, obscene, abusive, violent, bigoted, hate-oriented, illegal, pornographic, related to gambling or link to a website that contains or promotes such content; d. engaging in indiscriminate or unsolicited commercial advertising emails;

Indemnity and Exclusion of Liability. 5.1. The Referring Party shall indemnify GKFX Prime Trive on demand against all costs claims losses damages costs, claims, losses, damages, liabilities and expenses whatsoever and howsoever arising which GKFX Prime Trive may suffer or incur arising out of: (a) any fraud, misrepresentation and/or breach of this agreement Agreement by the Referring Party; (b) any advice given to any person by the Referring Party; and (c) any claim claim, action or proceeding to which GKFX Prime Trive may be a party (including any between a third party and the Referring Party) relating to any act or omission of the Referring Party. 5.2. Neither Party shall be: be required to do any act or thing which would be in breach of any law or regulatory rule applicable to it; deemed to be in breach of this agreement Agreement by reason of doing any act or thing or omitting to do any act or thing in order to comply with any law or regulatory rule applicable to it; liable to the other for any special, indirect or consequential loss or damage (including without limitation any loss of revenue, business, data, profit, anticipated profit or goodwill) however caused, arising out of or in connection with this agreementAgreement. 5.3. Nothing in this agreement Agreement shall exclude or limit either Party’s liability for fraud. 5.4. The Referring Party hereby warrants that: (i) it will, at all times, have the requisite capacity and authority to enter into this Agreement; (ii) it does not require authorization to provide the services, or, if it does, it already has the requisite authorization and that it will promptly notify GKFX Prime Trive in writing if there is any change in such authorization; (iii) it will not issue any advertisement or distribute any promotional material, whether on the internet or otherwise, about the GKFX PrimeTrive’s group of companies (except for the Marketing Materials) without GKFX PrimeTrive’s express prior written consent and in accordance with clause 7; (iv) it will not do, or neglect to do, anything which as a result of its action or omission, leads to a detrimental outcome for the GKFX PrimeTrive’s group of companies, (v) it is duly organized, validly existing and in good standing under the laws of its jurisdiction, (vi) there is no action or proceedings pending against the Referring Party or any of its officers or directors in their capabilities as officers or directors before any court, administrative agency or other tribunal which might have a material adverse effect on its or the GKFX PrimeTrive’s business or condition, financial or otherwise, or its operation. No director, officer, key employee or member of Referring Party’s senior management has a criminal prosecution and/or investigation pending, (vii) it will carry on its operations and business as an independent contractor and not as agent or employee or representative of the GKFX PrimeTrive. (viii) It shall not and shall make sure that its website(s) shall not be engaged, directly or indirectly, in conduct that GKFX PrimeTrive, in its sole and absolute discretion, deems to be illegal, improper, unfair or otherwise adverse to the operation or reputation of the GKFX PrimeTrive’s group of companies or any site or detrimental to other users of the site(s), including without limitation, directly or indirectly: a. operation of an illegal business, site or subscription e-mail list; b. engaging in any illegal activity of any type, including but not limited to displaying illegal content on the Referring Party’s website or in the Referring Party’s subscription emails or offering any illegal good or service through the Referring Party’s website or subscription emails; c. operation of a website that contains or promotes content that is libelous, defamatory, obscene, abusive, violent, bigoted, hate-oriented, illegal, pornographic, related to gambling or link to a website that contains or promotes such content; d. engaging in indiscriminate or unsolicited commercial advertising emails;

Indemnity and Exclusion of Liability. 5.1. The Referring Party shall indemnify GKFX Prime FairMarkets on demand against all costs claims losses damages liabilities and expenses whatsoever and howsoever arising which GKFX Prime FairMarkets may suffer or incur arising out of: (a) any fraud, misrepresentation and/or breach of this agreement by the Referring Party; (b) any advice given to any person by the Referring Party; and (c) any claim action or proceeding to which GKFX Prime FairMarkets may be a party (including any between a third party and the Referring Party) relating to any act or omission of the Referring Party. 5.2. Neither Party shall be: required to do any act or thing which would be in breach of any law or regulatory rule applicable to it; deemed to be in breach of this agreement by reason of doing any act or thing or omitting to do any act or thing in order to comply with any law or regulatory rule applicable to it; liable to the other for any special, indirect or consequential loss or damage (including without limitation any loss of revenue, business, data, profit, anticipated profit or goodwill) however caused, arising out of or in connection with this agreement. 5.3. Nothing in this agreement shall exclude or limit either Party’s liability for fraud. 5.4. The Referring Party hereby warrants that: (i) it will, at all times, have the requisite capacity and authority to enter into this Agreement; (ii) it does not require authorization to provide the services, or, if it does, it already has the requisite authorization and that it will promptly notify GKFX Prime FairMarkets in writing if there is any change in such authorization; (iii) it will not issue any advertisement or distribute any promotional material, whether on the internet or otherwise, about the GKFX PrimeFairMarkets’s group companies (except for the Marketing Materials) without GKFX PrimeFairMarkets’s express prior written consent and in accordance with clause 7; (; iv) it will not do, or neglect to do, anything which as a result of its action or omission, leads to a detrimental outcome for the GKFX PrimeFairMarkets’s group companies, (v) it is duly organized, validly existing and in good standing under the laws of its jurisdiction, (vi) there is no action or proceedings pending against the Referring Party or any of its officers or directors in their capabilities as officers or directors before any court, administrative agency or other tribunal which might have a material adverse effect on its or the GKFX Prime’s business or condition, financial or otherwise, or its operation. No director, officer, key employee or member of Referring Party’s senior management has a criminal prosecution and/or investigation pending, (vii) it will carry on its operations and business as an independent contractor and not as agent or employee or representative of the GKFX Prime. (viii) It shall not and shall make sure that its website(s) shall not engaged, directly or indirectly, in conduct that GKFX Prime, in its sole and absolute discretion, deems to be illegal, improper, unfair or otherwise adverse to the operation or reputation of the GKFX Prime’s group companies or any site or detrimental to other users of the site(s), including without limitation, directly or indirectly: a. operation of an illegal business, site or subscription e-mail list; b. engaging in any illegal activity of any type, including but not limited to displaying illegal content on the Referring Party’s website or in the Referring Party’s subscription emails or offering any illegal good or service through the Referring Party’s website or subscription emails; c. operation of a website that contains or promotes content that is libelous, defamatory, obscene, abusive, violent, bigoted, hate-oriented, illegal, pornographic, related to gambling or link to a website that contains or promotes such content; d. engaging in indiscriminate or unsolicited commercial advertising emails;

Indemnity and Exclusion of Liability. 5.1. 16.1 The Referring Party shall indemnify GKFX Prime on demand Counterparty will indemnify, defend and hold harmless IPSX, its Affiliates, and their respective directors, officers, employees and agents from and against any and all losses, liabilities, judgments, suits, actions, proceedings, claims, penalties, damages or costs claims losses damages liabilities and expenses whatsoever and howsoever arising which GKFX Prime may suffer (including reasonable legal fees as incurred) resulting from or incur arising out of: 16.1.1 the Counterparty's breach of this Agreement; 16.1.2 any alleged or actual infringement of any third party Intellectual Property Rights or other rights in each case to the extent arising from: (a) any fraudthe Counterparty’s, misrepresentation and/or breach or an Authorised Person’s, use of this agreement by the Referring Party;IPSX Facilities; or (b) the use by IPSX of any advice given to any person by the Referring PartyIssuer/Member Information in accordance with this Agreement; and (c) 16.1.3 any claim action asserted against IPSX by any party for whom the Counterparty acts or proceeding purports to which GKFX Prime may be a party act (including including, without limitation, any between a third party and the Referring Party) relating to any act or omission of the Referring Party. 5.2. Neither Party shall be: required to do any act or thing which would be in asserted breach of any law or regulatory rule applicable to it; deemed to be fiduciary duty) in breach of this agreement by reason of doing any act or thing or omitting to do any act or thing in order to comply with any law or regulatory rule applicable to it; liable relation to the other for any special, indirect services provided by or consequential loss or damage (including without limitation any loss on behalf of revenue, business, data, profit, anticipated profit or goodwill) however caused, arising out of or in connection with this agreement. 5.3. Nothing in this agreement shall exclude or limit either Party’s liability for fraud. 5.4. The Referring Party hereby warrants that: (i) it will, at all times, have IPSX to the requisite capacity and authority to enter into this Agreement; (ii) it does not require authorization to provide the services, or, if it does, it already has the requisite authorization and that it will promptly notify GKFX Prime in writing if there is any change in such authorization; (iii) it will not issue any advertisement or distribute any promotional material, whether on the internet or otherwise, about the GKFX Prime’s group companies (except for the Marketing Materials) without GKFX Prime’s express prior written consent and Counterparty in accordance with clause 7this Agreement. IPSX shall provide the Counterparty with: 16.1.4 prompt written notice of each such claim received by IPSX; (iv) 16.1.5 control over the defence and settlement of such claim; and 16.1.6 full information and reasonable assistance to settle or defend any such claim. Notwithstanding the foregoing, the Counterparty shall not settle any such claim without IPSX's prior written approval if such settlement requires IPSX to take any action, refrain from taking any action or admit any liability. 16.2 IPSX warrants that it has all rights, authorisations and licences necessary to provide IPSX Facilities to the Counterparty as contemplated in this Agreement. 16.3 In relation to an IPSX Trading Member, subject to clause 16.7, IPSX and its Affiliates will not do, be liable for any loss incurred by the IPSX Trading Member or neglect to do, anything which as a result of its action any Authorised Person arising from or omission, leads related to a detrimental outcome for the GKFX Prime’s group companies, (v) it is duly organized, validly existing and in good standing under the laws loss of its jurisdiction, (vi) there is no action or proceedings pending against the Referring Party connectivity to IPSX Facilities or any of its officers or directors in their capabilities as officers or directors before any court, administrative agency or other tribunal which might have a material adverse effect systems failure on its or the GKFX Prime’s business or condition, financial or otherwise, or its operation. No director, officer, key employee or member of Referring Party’s senior management has a criminal prosecution and/or investigation pending, (vii) it will carry on its operations and business as an independent contractor and not as agent or employee or representative behalf of the GKFX Prime. (viii) It shall not and shall make sure that its website(s) shall not engaged, directly IPSX Trading Member or indirectlyIPSX nor any loss arising, in conduct that GKFX Primewhole or in part, from a failure in its sole the systems and absolute discretion, deems to be illegal, improper, unfair or otherwise adverse to the operation or reputation controls of the GKFX Prime’s group companies IPSX Trading Member or any site or detrimental IPSX governing access to other users of the site(s), including without limitation, directly or indirectly: a. operation of an illegal business, site or subscription e-mail list; b. engaging in any illegal activity of any typeIPSX Facilities, including but not limited to displaying illegal content on the Referring Party’s website unauthorised use of the IPSX Trading Member's user account. 16.4 Subject to 16.7, neither IPSX nor its Affiliates, or any third party service provider under contract with IPSX will be responsible to any party/person for any losses however caused by the use of IPSX Facilities or by any errors, delays or interruptions in the transmission or confirmation of transactions or information, or from the failure of IPSX or its Affiliates to process or confirm any transaction initiated by the Counterparty. Each Party hereby acknowledges that it has not relied upon any warranty, condition, guarantee or representation made by the other, except as specifically set forth in this Agreement or in the Referring Party’s subscription emails IPSX Fee Schedule or offering Application Form. 16.5 Subject to 16.7, in no circumstances will IPSX or its directors, officers, employees, Affiliates or agents be liable to the Counterparty, any illegal good Authorised Person or service through any person for whom the Referring Party’s website Counterparty purports to act for any: 16.5.1 direct or subscription emails;indirect loss of revenues or profits, loss of goodwill, loss or corruption of data, loss of opportunity, loss of anticipated savings or wasted expenditure; or c. operation 16.5.2 incidental, special, indirect or consequential damages, resulting from or arising out of, in whole or in part, the provision of a website that contains access to IPSX Facilities, regardless of whether such damages could have been foreseen or promotes content that is libelousprevented. 16.6 Subject to clauses 16.3, defamatory16.4, obscene16.5 and 16.7, abusiveIPSX's aggregate liability (whether for breach of contract, violentnegligence or for any other reason) arising from its failure to perform any obligation under this Agreement, bigotedshall, hate-orientedin respect of any one incident or series of incidents attributable to the same cause, illegal, pornographic, related be limited in aggregate to gambling the greater of: (a) £25,000 (twenty five thousand pounds Sterling); or link (b) the corresponding net fees (as set out in the IPSX Fee Schedule) paid or payable by the Counterparty in the twelve (12) months prior to a website that contains the claim arising. 16.7 Nothing in this Agreement will: 16.7.1 exclude or promotes such content;restrict to an extent prohibited by law any duty or liability IPSX may have to the Counterparty; or d. engaging in indiscriminate 16.7.2 exclude or unsolicited commercial advertising emails;restrict any claim which can be directly attributable to the Parties' wilful default or fraud.