Common use of Indemnity and Liability Clause in Contracts

Indemnity and Liability. 15.1. This Clause 15 sets out the entire financial liability of Findmyshift (including any liability for the acts or omissions of its employees, agents and subcontractors) to you, arising under or in connection with this Agreement and/or your use of the Services. 15.2. Findmyshift warrants only that we will use commercially reasonable endeavours to ensure that the Services shall perform substantially in accordance with our marketing materials provided to you. Consequently, Findmyshift provides the Services “as is” and “as available”, and makes no promises about the Services, their reliability, availability or accuracy. Furthermore, Findmyshift makes no warranty that the Services are fit for any particular purpose, and any such warranties implied or inferred by law or practice are hereby denied. 15.3. The parties agree that no other warranties have been expressed or should be implied than those explicitly expressed in this Agreement, and should be excluded to the fullest extent permitted by law. 15.4. Nothing in this clause excludes Findmyshift’s liability for death or personal injury caused by Findmyshift’s negligence or for fraudulent acts or fraudulent misrepresentations made by Findmyshift. 15.5. Findmyshift will not be responsible or liable whether as a matter of contract, tort or statute for any lost profits, opportunities, revenues, data, financial losses, intangible losses, goodwill or indirect, incidental, special, consequential, exemplary, or punitive damages howsoever arising under this Agreement. 15.6. The maximum aggregate liability of Findmyshift for any claims under this Agreement, including for any implied warranties, is limited to the amount you paid Findmyshift to use the Services (or, to supplying you the Services again) for the 12 months preceding the date on which the claim arose. 15.7. In all cases, Findmyshift will not be liable for any loss or damage that is not reasonably foreseeable. 15.8. The User acknowledges and agrees that any unauthorised use (as per this Agreement) of the Services and/or any related materials as a result of your negligent act or omission would result in irreparable damage to Findmyshift and will give rise to a right to an indemnity from the User to Findmyshift. 15.9. Without limitation to any other rights Findmyshift may have, you agree to indemnify and hold Findmyshift, its affiliates, employees, agents and licensors harmless from and against all liabilities, legal fees, damages, losses, costs and other expenses in relation to any claims or actions brought against Findmyshift or any such person arising out of any breach by you of any of the terms of this Agreement and for any other liabilities, damages, losses, costs and other expenses (including reasonable legal fees) arising out of your use of the Services.

Indemnity and Liability. 15.1. This Clause 15 sets out (a) SeeTickets and Client shall indemnify, defend and hold harmless the entire financial liability of Findmyshift other and their respective shareholders, members, officers, directors, employees and Affiliates, as the case may be, from and against any and all losses, costs, liabilities and damages (including without limitation reasonable outside attorneys’ fees and costs) resulting from any liability for claim, suit or proceeding (threatened or otherwise) made or brought against the acts other Party based upon or omissions arising out of any negligence or intentional misconduct arising out of such other Party’s obligations or duties under the Agreement or these Standard Terms & Conditions, any occurrence of bodily injury, personal injury or property damage caused by the actions or conduct of any Party, or any breach of any of its employeesrepresentations, agents and subcontractorswarranties or covenants set forth in the Agreement or these Standard Terms & Conditions. (b) SeeTickets shall not be liable to youClient for any breach by SeeTickets of its obligations under the Agreement or these Standard Terms & Conditions where such breach is caused by events beyond SeeTickets’ reasonable control, including, without limitation, industrial action, failure of a utility service or transport network, or act of God. (c) EXCEPT PURSUANT TO THE EXPRESS INDEMNITY OBLIGATION SET FORTH IN CLAUSE 9(a) ABOVE, UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM THE AGREEMENT OR THESE STANDARD TERMS & CONDITIONS. EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT OR THESE STANDARD TERMS & CONDITIONS, NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE SHALL APPLY. (d) To the extent permitted by Applicable Laws, in no event shall SeeTickets’ total liability to Client for direct damages, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Agreement and/or your use be in excess of the Services. 15.2. Findmyshift warrants only that we will use commercially reasonable endeavours amounts paid to ensure that SeeTickets under the Services shall perform substantially in accordance with our marketing materials provided to you. Consequently, Findmyshift provides the Services “as is” and “as available”, and makes no promises about the Services, their reliability, availability or accuracy. Furthermore, Findmyshift makes no warranty that the Services are fit for any particular purpose, and any such warranties implied or inferred by law or practice are hereby denied. 15.3. The parties agree that no other warranties have been expressed or should be implied than those explicitly expressed in this Agreement, and should be excluded to the fullest extent permitted by law. 15.4. Nothing in this clause excludes Findmyshift’s liability for death or personal injury caused by Findmyshift’s negligence or for fraudulent acts or fraudulent misrepresentations made by Findmyshift. 15.5. Findmyshift will not be responsible or liable whether as a matter of contract, tort or statute for any lost profits, opportunities, revenues, data, financial losses, intangible losses, goodwill or indirect, incidental, special, consequential, exemplary, or punitive damages howsoever arising under this Agreement. 15.6. The maximum aggregate liability of Findmyshift for any claims under this Agreement, including for any implied warranties, is limited to the amount you paid Findmyshift to use the Services (or, to supplying you the Services again) for the 12 months preceding the date on which the claim arose. 15.7. In all cases, Findmyshift will not be liable for any loss or damage that is not reasonably foreseeable. 15.8. The User acknowledges and agrees that any unauthorised use (as per this Agreement) of the Services and/or any related materials as a result of your negligent act or omission would result in irreparable damage to Findmyshift and will give rise to a right to an indemnity from the User to Findmyshift. 15.9. Without limitation to any other rights Findmyshift may have, you agree to indemnify and hold Findmyshift, its affiliates, employees, agents and licensors harmless from and against all liabilities, legal fees, damages, losses, costs and other expenses in relation to any claims or actions brought against Findmyshift or any such person arising out of any breach by you of any of the terms of this Agreement and for any other liabilities, damages, losses, costs and other expenses (including reasonable legal fees) arising out of your use of the Servicesthese Standard Terms & Conditions.

Indemnity and Liability. 15.1. This Clause 15 sets out A. The Trust and the entire financial liability of Findmyshift Adviser (including any liability for the acts or omissions purposes of its employeesthis subparagraph 15.A., agents and subcontractors) to you, arising under or in connection with this Agreement and/or your use each of the Services. 15.2. Findmyshift warrants only that we foregoing being an "indemnitor"), severally and not jointly, will use commercially reasonable endeavours to ensure that the Services shall perform substantially in accordance with our marketing materials provided to you. Consequently, Findmyshift provides the Services “as is” and “as available”, and makes no promises about the Services, their reliability, availability or accuracy. Furthermore, Findmyshift makes no warranty that the Services are fit for any particular purpose, and any such warranties implied or inferred by law or practice are hereby denied. 15.3. The parties agree that no other warranties have been expressed or should be implied than those explicitly expressed in this Agreement, and should be excluded to the fullest extent permitted by law. 15.4. Nothing in this clause excludes Findmyshift’s liability for death or personal injury caused by Findmyshift’s negligence or for fraudulent acts or fraudulent misrepresentations made by Findmyshift. 15.5. Findmyshift will not be responsible or liable whether as a matter of contract, tort or statute for any lost profits, opportunities, revenues, data, financial losses, intangible losses, goodwill or indirect, incidental, special, consequential, exemplary, or punitive damages howsoever arising under this Agreement. 15.6. The maximum aggregate liability of Findmyshift for any claims under this Agreement, including for any implied warranties, is limited to the amount you paid Findmyshift to use the Services (or, to supplying you the Services again) for the 12 months preceding the date on which the claim arose. 15.7. In all cases, Findmyshift will not be liable for any loss or damage that is not reasonably foreseeable. 15.8. The User acknowledges and agrees that any unauthorised use (as per this Agreement) of the Services and/or any related materials as a result of your negligent act or omission would result in irreparable damage to Findmyshift and will give rise to a right to an indemnity from the User to Findmyshift. 15.9. Without limitation to any other rights Findmyshift may have, you agree to indemnify and hold Findmyshiftthe Sub-Adviser and its respective officers, its affiliatesdirectors, employeespartners, agents agents, controlling persons and licensors employees (for the purposes of this subparagraph 15.A., each of the foregoing being an "indemnitee") harmless from and against all liabilities, legal fees, damages, losses, costs claims, liabilities and expenses of any kind (including reasonable attorneys' fees and expenses) and amounts paid in satisfaction of judgments, in compromise or as fines or penalties resulting from any inaccuracy of any representation made by the indemnitor herein (including any supplement hereto) or arising out of or with respect to actions taken by the Sub-Adviser; provided, however, that (1) no indemnitee shall be indemnified hereunder against any liability to the Trust or its shareholders or any expense of such indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence, (iv) reckless disregard of the duties involved in the conduct of his position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as "disabling conduct"), (2) as to any matter disposed of by settlement or a compromise payment by such indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in relation the best interests of the Trust and that such indemnitee appears to have acted in good faith in the reasonable belief that his action was in the best interests of the Trust and did not involve disabling conduct by such indemnitee and (3) with respect to any claims action, suit or actions brought other proceeding voluntarily prosecuted by an indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such indemnitee was authorized by a majority of the full Board of the Trust. B. The Sub-Adviser (for purposes of this subparagraph B, the "indemnitor") will indemnify and hold the Trust and the Adviser and each of their respective officers, directors, trustees, partners, agents, controlling persons and employees (for purposes of this subparagraph 15.B., an "indemnitee") harmless from and against Findmyshift all losses, claims, liabilities and expenses of any kind (including reasonable attorneys' fees and expenses) and amounts paid in satisfaction of judgments, in compromise or as fines or penalties resulting from any inaccuracy of any representation made by the indemnitor herein (including any supplement hereto) or arising by reason of willful misfeasance, bad faith, or gross negligence, of the Sub-Adviser or its officers, directors, partners, agents, controlling persons and employees, or reckless disregard of the duties of any such person pursuant to this Agreement. C. The indemnitor shall make advance payments in connection with the expenses of defending any action with respect to which indemnification might be sought hereunder if the indemnitor receives a written affirmation of the indemnitee's good faith belief that the standard of conduct necessary for indemnification has been met and a written undertaking to reimburse the indemnitor unless it is subsequently determined that he is entitled to such indemnification and if the directors or trustees, as the case may be, of the indemnitor determine that the facts then known to them would not preclude indemnification. In addition, at least one of the following conditions must be met: (A) the indemnitee shall provide a security for his undertaking; (B) the indemnitor shall be insured against losses arising out by reason of any breach by you lawful advances, or (C) a majority of any a quorum of directors or trustees, as the case may be, of the terms indemnitor who are neither "interested persons" of this Agreement and for the indemnitor (as defined in Section 2(a)(19) of the Act) nor parties to the proceeding ("Disinterested Non-Party Directors") or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the indemnitee ultimately will be found entitled to indemnification. All determinations with respect to indemnification hereunder shall be made (1) by a final decision on the merits by a court or other body before whom the proceeding was brought that such indemnitee is not liable by reason of disabling conduct, or (2) in the absence of such a decision, by (i) a majority vote of a quorum of the Disinterested Non-party Directors of the indemnitor, or (ii) if such a quorum is not obtainable or even, if obtainable, if a majority vote of such quorum so directs, independent legal counsel in a written opinion. Notwithstanding the foregoing, the indemnitor shall not be obligated to provide any such indemnification to the extent such provision would waive any right which the indemnitor cannot lawfully waive. The rights accruing to any indemnitee under these provisions shall not exclude any other liabilities, damages, losses, costs and other expenses (including reasonable legal fees) arising out of your use of the Servicesright to which he may be lawfully entitled.

Indemnity and Liability. 15.1. This Clause 15 sets out a) SeeTickets and Client shall indemnify, defend and hold harmless the entire financial liability of Findmyshift other and their respective shareholders, members, officers, directors, employees and Affiliates, as the case may be, from and against any and all losses, costs, liabilities and damages (including without limitation reasonable outside attorneys’ fees and costs) resulting from any liability for claim, suit or proceeding (threatened or otherwise) made or brought against the acts other Party based upon or omissions arising out of any negligence or intentional misconduct arising out of such other Party’s obligations or duties under the Agreement or these Standard Terms & Conditions, any occurrence of bodily injury, personal injury or property damage caused by the actions or conduct of any Party, or any breach of any of its employeesrepresentations, agents and subcontractorswarranties or covenants set forth in the Agreement or these Standard Terms & Conditions. b) SeeTickets shall not be liable to youClient for any breach by SeeTickets of its obligations under the Agreement or these Standard Terms & Conditions where such breach is caused by events beyond SeeTickets’ reasonable control, including, without limitation, industrial action, failure of a utility service or transport network, or act of God. c) EXCEPT PURSUANT TO THE EXPRESS INDEMNITY OBLIGATION SET FORTH IN CLAUSE 9(a) ABOVE, UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM THE AGREEMENT OR THESE STANDARD TERMS & CONDITIONS. EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT OR THESE STANDARD TERMS & CONDITIONS, NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE SHALL APPLY. d) To the extent permitted by Applicable Laws, in no event shall SeeTickets’ total liability to Client for direct damages, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Agreement and/or your use be in excess of the Services. 15.2. Findmyshift warrants only that we will use commercially reasonable endeavours amounts paid to ensure that SeeTickets under the Services shall perform substantially in accordance with our marketing materials provided to you. Consequently, Findmyshift provides the Services “as is” and “as available”, and makes no promises about the Services, their reliability, availability or accuracy. Furthermore, Findmyshift makes no warranty that the Services are fit for any particular purpose, and any such warranties implied or inferred by law or practice are hereby denied. 15.3. The parties agree that no other warranties have been expressed or should be implied than those explicitly expressed in this Agreement, and should be excluded to the fullest extent permitted by law. 15.4. Nothing in this clause excludes Findmyshift’s liability for death or personal injury caused by Findmyshift’s negligence or for fraudulent acts or fraudulent misrepresentations made by Findmyshift. 15.5. Findmyshift will not be responsible or liable whether as a matter of contract, tort or statute for any lost profits, opportunities, revenues, data, financial losses, intangible losses, goodwill or indirect, incidental, special, consequential, exemplary, or punitive damages howsoever arising under this Agreement. 15.6. The maximum aggregate liability of Findmyshift for any claims under this Agreement, including for any implied warranties, is limited to the amount you paid Findmyshift to use the Services (or, to supplying you the Services again) for the 12 months preceding the date on which the claim arose. 15.7. In all cases, Findmyshift will not be liable for any loss or damage that is not reasonably foreseeable. 15.8. The User acknowledges and agrees that any unauthorised use (as per this Agreement) of the Services and/or any related materials as a result of your negligent act or omission would result in irreparable damage to Findmyshift and will give rise to a right to an indemnity from the User to Findmyshift. 15.9. Without limitation to any other rights Findmyshift may have, you agree to indemnify and hold Findmyshift, its affiliates, employees, agents and licensors harmless from and against all liabilities, legal fees, damages, losses, costs and other expenses in relation to any claims or actions brought against Findmyshift or any such person arising out of any breach by you of any of the terms of this Agreement and for any other liabilities, damages, losses, costs and other expenses (including reasonable legal fees) arising out of your use of the Servicesthese Standard Terms & Conditions.

Indemnity and Liability. 15.1. This Clause 15 sets out the entire financial 8.1 The Manager shall not be under any liability whatsoever to any Customer for any loss, damage, delay or expense of Findmyshift whatsoever nature, whether direct or indirect (including any liability for the acts or omissions but not limited to loss of its employees, agents and subcontractors) to you, profit arising under out of or in connection with this Agreement and/or your use detention or delay of a vessel) and howsoever arising in the course of performance of the Services. 15.2. Findmyshift warrants only that we will use commercially reasonable endeavours Services UNLESS the same is proved to ensure that have resulted solely from the Services shall perform substantially negligence, gross negligence or wilful misconduct of the Manager or its employees or agents or sub-contractors employed by the Manager in accordance connection with our marketing materials provided to you. Consequently, Findmyshift provides the Services “as is” and “as available”, and makes no promises about the Services, in which case the Manager’s aggregate liability to the relevant Customer for each incident or series of incidents giving rise to a claim or claim shall never exceed an amount equal to the Management Fee paid to the Manager in the preceding (to the incident) calendar year. 8.2 The Company agrees to indemnify and keep the Manager and its employees indemnified against any and all liabilities, costs, claims, demands, proceedings, charges, actions, suits or expenses of whatsoever kind or character that may be incurred or suffered by any of them howsoever arising (other than by reason of fraud or dishonesty on their reliability, availability or accuracy. Furthermore, Findmyshift makes no warranty that part) in connection with the provisions of the Services are fit (“Losses”). 8.3 If the Board or a Subsidiary Board require the Manager to take any action which, in the opinion of the Manager, might result in the Manager becoming liable for the payment of any particular purposemoney or liable in any other way, the Manager shall be kept indemnified by the relevant Customer in an amount and a form satisfactory to it as a prerequisite to taking such action. 8.4 The indemnities provided by the Company hereunder shall cover all reasonable costs and expenses payable by the Manager in connection with any claims to which the indemnity obligation of the Company applies. 8.5 The indemnification provided by the Company pursuant to this Clause 8 shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any statute, agreement, the bye-laws of the Company or otherwise, and any such warranties implied or inferred by law or practice are hereby denied. 15.3. The parties agree that no other warranties have been expressed or should be implied than those explicitly expressed in this Agreement, and should be excluded to shall continue after the fullest extent permitted by law. 15.4. Nothing in this clause excludes Findmyshift’s liability for death or personal injury caused by Findmyshift’s negligence or for fraudulent acts or fraudulent misrepresentations made by Findmyshift. 15.5. Findmyshift will not be responsible or liable whether as a matter termination of contract, tort or statute for any lost profits, opportunities, revenues, data, financial losses, intangible losses, goodwill or indirect, incidental, special, consequential, exemplary, or punitive damages howsoever arising under this Agreement. 15.6. The maximum aggregate liability of Findmyshift for any claims under this Agreement, including for any implied warranties, is limited 8.6 Notwithstanding anything contained herein to the amount you paid Findmyshift to use contrary, the Services (or, to supplying you the Services again) for the 12 months preceding the date on which the claim arose. 15.7. In all cases, Findmyshift will Manager shall not be liable for any loss or damage that is not reasonably foreseeable. 15.8. The User acknowledges and agrees that any unauthorised use (as per this Agreement) of the Services and/or any related materials as a result of your negligent act or omission would result in irreparable damage to Findmyshift and will give rise to a right to an indemnity from the User to Findmyshift. 15.9. Without limitation entitled to any indemnification in connection with any Losses or other rights Findmyshift may haveindemnity provided herein to the extent any Losses (or other indemnification obligation) arises from or is caused by any gross negligence, you agree to indemnify and hold Findmyshiftwilful misconduct, its affiliates, employees, agents and licensors harmless from and against all liabilities, legal fees, damages, losses, costs and other expenses in relation to any claims fraud or actions brought against Findmyshift or any such person arising out of any breach by you of any of the terms of this Agreement and for by the Manager, its employees or any other liabilities, damages, losses, costs and other expenses (including reasonable legal fees) arising out of your use of third-party subcontractor to the ServicesManager.

Indemnity and Liability. 15.11. This Clause 15 sets out the entire financial liability of Findmyshift (including any liability for the acts or omissions of its employees, agents and subcontractors) to you, arising under or in connection with this Agreement and/or your use of the Services. 15.22. Findmyshift warrants only that we will wil use commercially commercia ly reasonable endeavours to ensure that the Services shall sha l perform substantially substantia ly in accordance with our marketing materials provided to you. Consequently, Findmyshift provides the Services “as is” and “as available”, and makes no promises about the Services, their reliability, availability or accuracy. Furthermore, Findmyshift makes no warranty that the Services are fit for any particular purpose, and any such warranties implied or inferred by law or practice are hereby denied. 15.33. The parties agree that no other warranties have been expressed or should be implied than those explicitly expressed in this Agreement, and should be excluded to the fullest fulest extent permitted by law. 15.44. Nothing in this clause excludes Findmyshift’s liability for death or personal injury caused by Findmyshift’s negligence or for fraudulent acts or fraudulent misrepresentations made by Findmyshift. 15.55. Findmyshift will wil not be responsible or liable whether as a matter of contract, tort or statute for any lost profits, opportunities, revenues, data, financial losses, intangible losses, goodwill goodwil or indirect, incidental, special, consequential, exemplary, or punitive damages howsoever arising under this Agreement. 15.66. The maximum aggregate liability of Findmyshift for any claims under this Agreement, including for any implied warranties, is limited to the amount you paid Findmyshift to use the Services (or, to supplying you the Services again) for the 12 months preceding the date on which the claim arose. 15.77. In all a l cases, Findmyshift will wil not be liable for any loss or damage that is not reasonably foreseeable. 15.88. The User acknowledges and agrees that any unauthorised use (as per this Agreement) of the Services and/or any related materials as a result of your negligent act or omission would result in irreparable damage to Findmyshift and will wil give rise to a right to an indemnity from the User to Findmyshift. 15.99. Without limitation to any other rights Findmyshift may have, you agree to indemnify and hold Findmyshift, its affiliatesa filiates, employees, agents and licensors harmless from and against all a l liabilities, legal fees, damages, losses, costs and other expenses in relation to any claims or actions brought against Findmyshift or any such person arising out of any breach by you of any of the terms of this Agreement and for any other liabilities, damages, losses, costs and other expenses (including reasonable legal fees) arising out of your use of the Services.

Indemnity and Liability. 15.1. This Clause 15 sets out Xxxx will defend You from any claim made by a third party that your Use of the entire financial liability Product infringes a United States or European Union patent or a registered copyright (a “Claim”), and we will indemnify You and hold You harmless against any damages and costs finally awarded by a court of Findmyshift competent jurisdiction or settlement agreed by Xxxx (including reasonable attorneys’ fees) arising out of a Claim, provided that we have received from You: (a) prompt written notice of the claim (but in any liability event notice in sufficient time for us to respond without prejudice); (b) reasonable assistance in the acts defense and investigation of the claim, including providing us a copy of the claim and all relevant evidence in your possession, custody or omissions control; and (c) the exclusive right to control and direct the investigation, defense, and settlement (if applicable) of its employees, agents and subcontractors) to you, arising under or in connection with this Agreement and/or the Claim. If your use of a Product is (or in our opinion is likely to be) enjoined, if required by settlement, or if we determine such actions are reasonably necessary to avoid material liability, we may, at our option and in our discretion: (i) procure a license for your continued Use of the Services. 15.2. Findmyshift warrants only that we will use commercially reasonable endeavours to ensure that the Services shall perform substantially Product in accordance with our marketing materials provided this XXXX; (ii) substitute a substantially functionally similar Product; or (iii) terminate your right to youcontinue using the Product and refund the license fees paid by You, prorated using a straight line depreciation formula to reflect your Use of the Product from the license purchase date. ConsequentlyXxxx’x indemnification obligations above do not apply: (1) if the Product is modified by any party other than Xxxx, Findmyshift provides the Services “as is” and “as available”, and makes no promises about the Services, their reliability, availability or accuracy. Furthermore, Findmyshift makes no warranty that the Services are fit for any particular purpose, and any such warranties implied or inferred by law or practice are hereby denied. 15.3. The parties agree that no other warranties have been expressed or should be implied than those explicitly expressed in this Agreement, and should be excluded but solely to the fullest extent permitted by law. 15.4. Nothing in this clause excludes Findmyshift’s liability for death or personal injury the alleged infringement is caused by Findmyshift’s negligence such modification; (2) if the Product is used in combination with any product, software or for fraudulent acts or fraudulent misrepresentations made by Findmyshift. 15.5. Findmyshift will equipment not be responsible or liable whether as a matter of contractbelonging to Xxxx, tort or statute for any lost profits, opportunities, revenues, data, financial losses, intangible losses, goodwill or indirect, incidental, special, consequential, exemplary, or punitive damages howsoever arising under this Agreement. 15.6. The maximum aggregate liability of Findmyshift for any claims under this Agreement, including for any implied warranties, is limited but solely to the amount you paid Findmyshift extent the alleged infringement is caused by such combination; (3) to unauthorized use the Services of Products; (or, 4) to supplying you the Services again) for the 12 months preceding the date on which the claim arose. 15.7. In all cases, Findmyshift will not be liable for any loss or damage that is not reasonably foreseeable. 15.8. The User acknowledges and agrees that any unauthorised use (as per this Agreement) of the Services and/or any related materials Claim arising as a result of your negligent act Content; or omission would result in irreparable damage to Findmyshift and will give rise (5) if You settle or make any admissions with respect to a right to an indemnity from the User to FindmyshiftClaim without Xxxx’x prior written consent. THIS SECTION 11 FIRST PARAGRAPH (IP INDEMNIFICATION BY XXXX) STATES OUR SOLE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS IN CONNECTION WITH ANY PRODUCT OR OTHER ITEMS PROVIDED BY XXXX UNDER THIS XXXX. YOU EXPRESSLY UNDERSTAND AND AGREE THAT XXXX, ITS REPRESENTATIVES, AND LICENSORS SHALL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY LOSS OF DATA, LOSS OF USE, FAILURE OF SECURITY MECHANISMS, BUSINESS INTERRUPTION, LOSS OF INCOME OR PROFIT OR ANY INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY LOSS OR DAMAGES THAT MAY BE INCURRED BY YOU BY USE OF THE PRODUCT, WHETHER OR NOT XXXX OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING. NEITHER PARTY’S LIABILITY TO THE OTHER SHALL EXCEED THE FEES PAID BY YOU TO XXXX IN THE 12 (TWELVE) MONTHS IMMEDIATELY PRECEDING THE CLAIM. 15.9. Without limitation to any other rights Findmyshift may have, you agree to indemnify and hold Findmyshift, its affiliates, employees, agents and licensors harmless from and against all liabilities, legal fees, damages, losses, costs and other expenses in relation to any claims or actions brought against Findmyshift or any such person arising out of any breach by you of any of the terms of this Agreement and for any other liabilities, damages, losses, costs and other expenses (including reasonable legal fees) arising out of your use of the Services.

Indemnity and Liability. 15.111.1. This Clause 15 sets out The Institution acknowledges and agrees that the entire financial liability of Findmyshift (including any liability for the acts or omissions of its employees, agents and subcontractors) to you, arising under or in connection with this Agreement and/or your use of the Services. 15.2. Findmyshift warrants Study Data is for research purposes only that we will and such use commercially reasonable endeavours to ensure that the Services shall perform substantially in accordance with our marketing materials provided to you. Consequently, Findmyshift provides the Services “is made available by UCL free of charge on an "as is” and “as available”" basis. UCL makes no representations, and makes gives no promises about warranties or undertakings, in respect of the ServicesStudy Data. All warranties, their reliabilityconditions, availability terms, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing or accuracy. Furthermore, Findmyshift makes no warranty that the Services are fit for any particular purpose, and any such warranties implied or inferred by law or practice otherwise are hereby denied. 15.3. The parties agree that no other warranties have been expressed or should be implied than those explicitly expressed in this Agreement, and should be excluded to the fullest extent permitted by law. 15.411.2. UCL acknowledges and agrees that the Derived Data and Results are made available by the Institution free of charge on an "as is" basis. The Institution makes no representations, and gives no warranties or undertakings, in respect of the Derived Data and Results. All warranties, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing or otherwise are hereby excluded to the fullest extent permitted by law. 11.3. Nothing in this clause excludes Findmyshift’s Agreement shall exclude or limit a Party's liability for death or personal injury caused by Findmyshift’s negligence or for fraudulent acts arising from its negligence, fraud or fraudulent misrepresentations made misrepresentation or any other liability that cannot be limited or excluded by Findmyshiftlaw. 15.511.4. Findmyshift will not be responsible or liable whether as a matter of contract, tort or statute for any lost profits, opportunities, revenues, data, financial losses, intangible losses, goodwill or indirect, incidental, special, consequential, exemplary, or punitive damages howsoever arising under this AgreementSubject to Clause 11.3.: 15.6. The maximum aggregate liability of Findmyshift for any claims under this Agreement, including for any implied warranties, is limited to the amount you paid Findmyshift to use the Services (or, to supplying you the Services againa) for the 12 months preceding the date on which the claim arose. 15.7. In all cases, Findmyshift will UCL shall not be liable to the Institution for any loss or damage that is not reasonably foreseeable. 15.8. The User acknowledges and agrees that any unauthorised use (as per this Agreement) of the Services and/or any related materials as a result of your negligent act or omission would result in irreparable damage to Findmyshift and will give rise to a right to an indemnity from the User to Findmyshift. 15.9. Without limitation to any other rights Findmyshift may have, you agree to indemnify and hold Findmyshift, its affiliates, employees, agents and licensors harmless from and against all liabilities, legal fees, damages, losses, costs and other expenses in relation to any claims or actions brought against Findmyshift or any such person arising out of any breach by you of any the Institution's use of the terms Study Data; (b) the Institution shall not be liable to UCL for any loss or damage arising out of UCL's use of the Derived Data and Results; (c) neither Party shall be liable to the other for any indirect or consequential loss or damage arising out of or in connection with this Agreement. 11.5. Subject to Clause 11.3., UCL's total liability to the Institution under or in connection with this Agreement (whether such liability arises under any statute or in contract, tort (including negligence) or otherwise) shall be limited to £500,000. 11.6. Subject to Clause 11.3., the Institution's total liability to UCL under or in connection with this Agreement (whether such liability arises under any statute or in contract, tort (including negligence) or otherwise) shall be limited to [£ ]. 11.7. The Institution shall throughout the term of this Agreement and for any other liabilities, damages, losses, costs three years thereafter ensure that it has appropriate arrangements in place to meet its obligations and other expenses (including reasonable legal fees) arising out of your use of the Servicesliabilities under this Agreement either through insurance or directly from public funds.

Indemnity and Liability. 15.1. This Clause 15 sets out (a) In any threatened, pending or completed action, suit, or proceeding to which Commodity Sub-Adviser, its members, officers, directors, employees or associated persons (collectively, “its affiliates”) was or is a party or is threatened to be made a party by reason of the entire financial liability fact that Commodity Sub-Adviser is or was a commodity trading advisor of Findmyshift the Fund or otherwise, the Fund and the Sponsor, jointly and severally, shall indemnify and hold harmless, subject to subsection (d) below, Commodity Sub-Adviser and its affiliates against any loss, liability, damage, cost, expenses (including any liability for the acts attorneys’ fees and accountants’ fees), judgments and amounts paid in settlement actually and reasonably incurred by it or omissions of its employees, agents and subcontractors) to you, arising under or affiliates in connection with this Agreement and/or your use any action, suit or proceeding if Commodity Sub-Adviser acted in good faith and in a manner it reasonably believed to be in or not opposed to the best interests of the ServicesFund, and provided that its conduct does not constitute willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations and duties under this Agreement. The termination of any action, suit or proceeding by judgment, order or settlement shall not, of itself, create a presumption that Commodity Sub-Adviser did not act in good faith or in a manner which it reasonably believed to be in or not opposed to the best interests of the Fund. 15.2. Findmyshift warrants only that we will use commercially reasonable endeavours (b) Expenses incurred in defending a threatened or pending civil, administrative or criminal action, suit or proceeding against Commodity Sub-Adviser or its affiliates may, in the sole discretion of Sponsor, be paid by the Fund in advance of the final disposition of such action, suit or proceeding, if and to ensure the extent that the Services person on whose behalf such expenses are paid shall perform substantially agree to reimburse the Fund in accordance with our marketing materials provided to you. Consequently, Findmyshift provides the Services “as is” and “as available”, and makes no promises about the Services, their reliability, availability or accuracy. Furthermore, Findmyshift makes no warranty that the Services are fit for any particular purpose, and any such warranties implied or inferred by law or practice are hereby deniedevent indemnification is not permitted under this Section. 15.3. The parties agree that no other warranties have been expressed (c) Subject to 11(h), Commodity Sub-Adviser agrees to indemnify, defend and hold harmless the Fund, Sponsor and its affiliates (as defined above) against any loss, liability, damage, cost, expenses (including attorneys’ fees and accountants’ fees), judgments and amounts paid in settlement actually and reasonably incurred by it or should be implied than those explicitly expressed its affiliates by reason of any act or omission of Commodity Sub-Adviser relating to the Fund (including costs and expenses of investigating and defending any claims, demand or suit and attorneys’ and accountants’ fees) if such act involved willful misfeasance, bad faith or gross negligence on the part of Commodity Sub-Adviser in the performance of its duties under this Agreement, or by reason of its reckless disregard of its obligations and should be excluded to the fullest extent permitted by law. 15.4. Nothing in this clause excludes Findmyshift’s liability for death or personal injury caused by Findmyshift’s negligence or for fraudulent acts or fraudulent misrepresentations made by Findmyshift. 15.5. Findmyshift will not be responsible or liable whether as a matter of contract, tort or statute for any lost profits, opportunities, revenues, data, financial losses, intangible losses, goodwill or indirect, incidental, special, consequential, exemplary, or punitive damages howsoever arising duties under this Agreement. 15.6(d) The foregoing provisions for indemnification shall survive the termination of this Agreement. (e) Commodity Sub-Adviser acknowledges as to it that the indemnities provided in this Agreement by Sponsor and the Fund to Commodity Sub-Adviser shall be inapplicable in the event of any liability accruing to the extent, if any, caused by or based upon Commodity Sub-Adviser’s misrepresentations, omissions or breach of any warranty in this Agreement. (f) The Fund and Sponsor acknowledge as to each of them that the indemnities provided in this Agreement by the Commodity Sub-Adviser to the Fund and Sponsor shall be inapplicable in the event of any liability accruing to the extent, if any, caused by or based upon the Fund’s or Sponsor’s misrepresentations, omissions or breach of any warranty in this Agreement. (g) Notwithstanding anything in this Agreement to the contrary, all securities laws impose liabilities under certain circumstances on persons who act in good faith, and, therefore, nothing in this Agreement shall constitute a waiver or limitation of liability under such laws to the extent (but only to the extent) such liability may not be waived, modified or limited. (h) Commodity Sub-Adviser will perform all Services in accordance with applicable professional standards. The maximum aggregate In the event of any claim arising from services provided by Commodity Sub-Adviser at any time, the total liability of Findmyshift for Commodity Sub-Adviser, its officers, directors, agents and employees to Sponsor or any claims Fund shall not exceed three million dollars ($3,000,000). This limit applies regardless of the theory of law under this Agreementwhich a claim is brought, including for any implied warrantiesnegligence, is limited to the amount you paid Findmyshift to use the Services (ortort, to supplying you the Services again) for the 12 months preceding the date on which the claim arose. 15.7contract or otherwise. In all cases, Findmyshift will not no event shall Commodity Sub-Adviser be liable for lost profits of Sponsor or any loss other type of incidental or damage that is not reasonably foreseeable. 15.8consequential damages. The User acknowledges and agrees that any unauthorised use (as per this Agreement) foregoing limitations shall not apply in the event of the Services and/or any related materials as a result intentional fraud or willful malfeasance of your negligent act or omission would result in irreparable damage to Findmyshift and will give rise to a right to an indemnity from the User to Findmyshift. 15.9Commodity Sub-Adviser. Without limitation to any other rights Findmyshift may have, you agree to indemnify and hold Findmyshift, its affiliates, employees, agents and licensors harmless from and against all liabilities, legal fees, damages, losses, costs and other expenses in relation to any claims or actions brought against Findmyshift or any such person arising out of any breach by you of any This Section 11(h) shall survive termination of the terms of this Agreement and for any other liabilities, damages, losses, costs and other expenses (including reasonable legal fees) arising out of your use of the ServicesAgreement.

Indemnity and Liability. 15.1. This Clause 15 sets out the entire financial liability of Findmyshift A. The Adviser (including any liability for the acts or omissions purposes of its employees, agents and subcontractorsthis subparagraph 15.A. being an “indemnitor”) to you, arising under or in connection with this Agreement and/or your use of the Services. 15.2. Findmyshift warrants only that we will use commercially reasonable endeavours to ensure that the Services shall perform substantially in accordance with our marketing materials provided to you. Consequently, Findmyshift provides the Services “as is” and “as available”, and makes no promises about the Services, their reliability, availability or accuracy. Furthermore, Findmyshift makes no warranty that the Services are fit for any particular purpose, and any such warranties implied or inferred by law or practice are hereby denied. 15.3. The parties agree that no other warranties have been expressed or should be implied than those explicitly expressed in this Agreement, and should be excluded to the fullest extent permitted by law. 15.4. Nothing in this clause excludes Findmyshift’s liability for death or personal injury caused by Findmyshift’s negligence or for fraudulent acts or fraudulent misrepresentations made by Findmyshift. 15.5. Findmyshift will not be responsible or liable whether as a matter of contract, tort or statute for any lost profits, opportunities, revenues, data, financial losses, intangible losses, goodwill or indirect, incidental, special, consequential, exemplary, or punitive damages howsoever arising under this Agreement. 15.6. The maximum aggregate liability of Findmyshift for any claims under this Agreement, including for any implied warranties, is limited to the amount you paid Findmyshift to use the Services (or, to supplying you the Services again) for the 12 months preceding the date on which the claim arose. 15.7. In all cases, Findmyshift will not be liable for any loss or damage that is not reasonably foreseeable. 15.8. The User acknowledges and agrees that any unauthorised use (as per this Agreement) of the Services and/or any related materials as a result of your negligent act or omission would result in irreparable damage to Findmyshift and will give rise to a right to an indemnity from the User to Findmyshift. 15.9. Without limitation to any other rights Findmyshift may have, you agree to indemnify and hold Findmyshiftthe Sub-Adviser and its respective officers, its affiliatesdirectors, employeespartners, agents agents, controlling persons and licensors employees (for the purposes of this subparagraph 15.A., each of the foregoing being an “indemnitee”) harmless from and against all liabilities, legal fees, damages, losses, costs claims, liabilities and expenses of any kind (including reasonable attorneys’ fees and expenses) and amounts paid in satisfaction of judgments, in compromise or as fines or penalties resulting from any inaccuracy of any representation made by the indemnitor herein (including any supplement hereto) or arising out of or with respect to actions taken by the Sub-Adviser; provided, however, that (1) no indemnitee shall be indemnified hereunder against any liability to the Trust or its shareholders or any expense of such indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence, (iv) reckless disregard of the duties involved in the conduct of his position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as “disabling conduct”), (2) as to any matter disposed of by settlement or a compromise payment by such indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in relation the best interests of the Adviser and that such indemnitee appears to have acted in good faith in the reasonable belief that his action was in the best interests of the Adviser and did not involve disabling conduct by such indemnitee and (3) with respect to any claims action, suit or actions brought other proceeding voluntarily prosecuted by an indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such indemnitee was duly authorized by the Adviser. B. The Sub-Adviser (for purposes of this subparagraph B, the “indemnitor”) will indemnify and hold the Adviser and its respective officers, directors, trustees, partners, agents, controlling persons and employees (for purposes of this subparagraph 15.B., an “indemnitee”) harmless from and against Findmyshift all losses, claims, liabilities and expenses of any kind (including reasonable attorneys’ fees and expenses) and amounts paid in satisfaction of judgments, in compromise or as fines or penalties resulting from any inaccuracy of any representation made by the indemnitor herein (including any supplement hereto) or arising by reason of willful misfeasance, bad faith, or gross negligence, of the Sub-Adviser or its officers, directors, partners, agents, controlling persons and employees, or reckless disregard of the duties of any such person pursuant to this Agreement. C. The indemnitor shall make advance payments in connection with the expenses of defending any action with respect to which indemnification might be sought hereunder if the indemnitor receives a written affirmation of the indemnitee’s good faith belief that the standard of conduct necessary for indemnification has been met and a written undertaking to reimburse the indemnitor unless it is subsequently determined that he is entitled to such indemnification and if the directors or trustees, as the case may be, of the indemnitor determine that the facts then known to them would not preclude indemnification. In addition, at least one of the following conditions must be met: (A) the indemnitee shall provide a security for his undertaking; (B) the indemnitor shall be insured against losses arising out by reason of any breach by you lawful advances, or (C) a majority of any a quorum of directors or trustees, as the case may be, of the terms indemnitor who are neither “interested persons” of this Agreement and for the indemnitor (as defined in Section 2(a)(19) of the Act) nor parties to the proceeding (“Disinterested Non-Party Directors”) or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the indemnitee ultimately will be found entitled to indemnification. All determinations with respect to indemnification hereunder shall be made (1) by a final decision on the merits by a court or other body before whom the proceeding was brought that such indemnitee is not liable by reason of disabling conduct, or (2) in the absence of such a decision, by (i) a majority vote of a quorum of the Disinterested Non-Party Directors of the indemnitor, or (ii) if such a quorum is not obtainable or even, if obtainable, if a majority vote of such quorum so directs, independent legal counsel in a written opinion. Notwithstanding the foregoing, the indemnitor shall not be obligated to provide any such indemnification to the extent such provision would waive any right which the indemnitor cannot lawfully waive. The rights accruing to any indemnitee under these provisions shall not exclude any other liabilities, damages, losses, costs and other expenses (including reasonable legal fees) arising out of your use of the Servicesright to which he may be lawfully entitled.

Indemnity and Liability. 15.1. This Clause 15 sets out 17.1 RBM shall indemnify and keep indemnified Psynova, its officers, employees, sub-contractors and agents (together the entire financial liability of Findmyshift ‘Psynova Indemnified Parties’) against any and all claims, liability, losses, expenses and costs (including legal costs on a full indemnity basis and whether incurred by or awarded against the Psynova Indemnified Parties), that the Psynova Indemnified Parties may suffer or incur as a result, whether directly or indirectly, of: 17.1.1 the provision of the Testing Services or any liability for other commercialisation or purported commercialisation of the acts Diagnostic Kits by RBM; 17.1.2 a third party’s allegation that any Inventions or omissions Know-How developed solely by RBM as part of the R&D Project infringe the Intellectual Property rights of any third party; 17.1.3 any breach of this Agreement by RBM; 17.1.4 any negligence, mistake or unlawful or wilful act or omission of RBM, its employees, agents or subcontractors. 17.2 Psynova shall indemnify and keep indemnified RBM, its officers, employees, sub-contractors and agents (together the ‘RBM Indemnified Parties’) against any and all claims, liability, losses, expenses and costs (including legal costs on a full indemnity basis and whether incurred by or awarded against the RBM Indemnified Parties), that the RBM Indemnified Parties may suffer or incur as a result, whether directly or indirectly, of: 17.2.1 a third party’s allegation that any Inventions or Know-How developed solely by Psynova as part of the R&D Project or any Psynova Background IP infringe the Intellectual Property rights of any third party; 17.2.2 any breach of this Agreement by Psynova; 17.2.3 any negligence, mistake or unlawful or wilful act or omission of Psynova, its employees, agents or subcontractors) . 17.3 In relation to you, any claim arising under or in connection with this Agreement and/or your use of (including without limitation any claim under the Servicesindemnities set out in clauses 17.1 and 17.2), each party shall take reasonable steps to prevent or mitigate any losses, damages, costs and expenses it may incur in relation to such claim. 15.2. Findmyshift warrants only that we will use commercially reasonable endeavours 17.4 Subject to ensure that clause 17.5, in no event shall a party be liable to the Services shall perform substantially other in accordance with our marketing materials provided to you. Consequentlycontract, Findmyshift provides the Services “as is” and “as available”tort (including negligence or breach of statutory duty) or otherwise for any: 17.4.1 indirect, and makes no promises about the Servicesspecial or consequential loss or damage; or 17.4.2 loss of profit, their reliabilityloss of revenue, availability loss of data, loss of goodwill, loss of reputation, loss of contract or accuracy. Furthermore, Findmyshift makes no warranty that the Services are fit for any particular purpose, and any such warranties implied or inferred by law or practice are hereby deniedloss of customer. 15.3. The parties agree that no other warranties have been expressed or should be implied than those explicitly expressed in this Agreement, and should be excluded to the fullest extent permitted by law. 15.4. 17.5 Nothing in this clause excludes Findmyshift’s Agreement shall exclude or limit the liability of any party for fraudulent misrepresentation or death or personal injury caused by Findmyshift’s negligence or for fraudulent acts or fraudulent misrepresentations made by Findmyshiftresulting from negligence. 15.5. Findmyshift will not be responsible or liable whether as a matter of contract, tort or statute for any lost profits, opportunities, revenues, data, financial losses, intangible losses, goodwill or indirect, incidental, special, consequential, exemplary, or punitive damages howsoever arising under this Agreement. 15.6. The maximum aggregate liability of Findmyshift for any claims under this Agreement, including for any implied warranties, is limited to the amount you paid Findmyshift to use the Services (or, to supplying you the Services again) for the 12 months preceding the date on which the claim arose. 15.7. In all cases, Findmyshift will not be liable for any loss or damage that is not reasonably foreseeable. 15.8. The User acknowledges and agrees that any unauthorised use (as per this Agreement) of the Services and/or any related materials as a result of your negligent act or omission would result in irreparable damage to Findmyshift and will give rise to a right to an indemnity from the User to Findmyshift. 15.9. Without limitation to any other rights Findmyshift may have, you agree to indemnify and hold Findmyshift, its affiliates, employees, agents and licensors harmless from and against all liabilities, legal fees, damages, losses, costs and other expenses in relation to any claims or actions brought against Findmyshift or any such person arising out of any breach by you of any of the terms of this Agreement and for any other liabilities, damages, losses, costs and other expenses (including reasonable legal fees) arising out of your use of the Services.

Indemnity and Liability. 15.19.1 The Licensee undertakes and agrees that it shall at all times during the Term observe and perform the terms and conditions contained in this Agreement. This Clause 15 sets out Subject to clauses 9.3 and 9.4, the entire financial liability of Findmyshift Licensee undertakes and agrees to indemnify and hold harmless Virgin Group (together with their officers, servants and agents) from and against all costs (including any liability for the acts costs of enforcement, legal costs on a solicitor client basis, fees and expenses and VAT) liabilities, injuries, losses of whatever nature and expenses, actions, proceedings, claims, demands and damages to the extent arising directly or omissions indirectly from the Licensee’s breach of this Agreement and/or the Licensee’s operation of the business contemplated by this Agreement, save to the extent that the same are caused by the action or inaction of VEL or a breach of this Agreement by VEL. 9.2 Subject to clauses 9.3 and 9.4, VEL undertakes and agrees to indemnify and hold harmless the Licensee and its employeesAffiliates (together with their officers, agents servants and subcontractorsagents) from and against all costs (including the costs of enforcement, legal costs on a solicitor client basis, fees and expenses and VAT) liabilities, injuries, and expenses, actions, proceedings, claims, demands and damages to youthe extent arising directly or indirectly from VEL’s breach of clause 8 of this Agreement. 9.3 Indemnification of the indemnified party by the indemnifying party with respect to a third-party claim hereunder shall be conditional upon the indemnified party (a) providing prompt written notification to the other party thereof, arising under or (b) making no admission other than as advised by counsel in connection with this Agreement and/or your use of the Services. 15.2. Findmyshift warrants only that we will use commercially legal process relating thereto, (c) using all reasonable endeavours to ensure that mitigate its liabilities, costs, expenses, damages and losses, (d) allowing the Services shall perform substantially other party, acting reasonably, to conduct and settle all negotiations and proceedings and (e) reasonably cooperating with the indemnifying party in accordance with our marketing materials provided connection therewith. 9.4 Subject to you. Consequently, Findmyshift provides the Services “as is” and “as available”clause 9.5, and makes no promises about the Services, their reliability, availability or accuracy. Furthermore, Findmyshift makes no warranty that the Services are fit for any particular purpose, and any such warranties implied or inferred by law or practice are hereby denied. 15.3. The parties agree that no other warranties have been expressed or should be implied than those explicitly expressed notwithstanding anything set forth in this Agreement, neither party’s aggregate liability under or in relation to this Agreement, including liability for breach of contract, misrepresentation (whether tortious or statutory), tort (including negligence), breach of statutory duty and should be excluded under any indemnity, shall exceed [***], increasing by CPI upon each anniversary of the Novation Effective Date. For clarity, nothing in this clause 9.4 shall limit the Licensee’s obligation to pay the fullest extent permitted by lawRoyalties as and when due and owed to VEL hereunder during the Term. 15.4. 9.5 Nothing in this clause excludes FindmyshiftAgreement shall exclude or limit either party’s liability for in respect of: (a) death or personal injury caused by Findmyshift’s negligence or for fraudulent acts or fraudulent misrepresentations made by Findmyshift. 15.5. Findmyshift will not be responsible or liable whether as a matter of contract, tort or statute for any lost profits, opportunities, revenues, data, financial losses, intangible losses, goodwill or indirect, incidental, special, consequential, exemplary, or punitive damages howsoever arising under this Agreement. 15.6. The maximum aggregate liability of Findmyshift for any claims under this Agreement, including for any implied warranties, is limited to the amount you paid Findmyshift to use the Services (or, to supplying you the Services again) for the 12 months preceding the date on which the claim arose. 15.7. In all cases, Findmyshift will not be liable for any loss or damage that is not reasonably foreseeable. 15.8. The User acknowledges and agrees that any unauthorised use (as per this Agreement) of the Services and/or any related materials as a result of your negligent act or omission would result in irreparable damage to Findmyshift and will give rise to a right to an indemnity from the User to Findmyshift. 15.9. Without limitation to any other rights Findmyshift may have, you agree to indemnify and hold Findmyshift, its affiliates, employees, agents and licensors harmless from and against all liabilities, legal fees, damages, losses, costs and other expenses in relation to any claims or actions brought against Findmyshift or any such person arising out of negligence; (b) fraud; or (c) any other liability which may not be limited or excluded by applicable law. 9.6 Neither party shall be liable whether based on a claim in contract, misrepresentation (whether tortious or statutory), tort (including negligence), breach by you of any of the terms of statutory duty or otherwise arising out of, or, in relation to, this Agreement and for any other liabilities, damages, losses, costs and other expenses (including reasonable legal fees) arising out of your use of the Services[***] provided that this clause 9.6 shall not limit [***].

Indemnity and Liability. 15.1The Parties each represent and warrant that it has legal power, authority and right to enter into this Agreement and to perform its respective obligations under this Agreement. This Clause 15 sets out The Parties each represents and warrants that at the entire financial liability of Findmyshift (including Effective Date, it is not a party to any liability for the acts other agreement, arrangement or omissions understanding with any third-party which prevents it from fulfilling any of its employeesmaterial obligations under this Agreement. The Parties each represent and warrant that the execution, agents delivery, and subcontractors) performance of this Agreement will not result in a breach or violation of, or constitute a default under, any statute, regulation, court order, or other law or agreement or instrument to youwhich it is a party or by which it is bound. BI MAKES NO OTHER EXPRESS OR IMPLIED WARRANTIES WHATSOEVER AND SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, VALIDITY OF PATENT RIGHTS, NON-INFRINGEMENT, AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE. ORG hereby indemnifies and holds BI harmless from and against any and all claims, liabilities, losses, expenses, costs and damages whatsoever asserted by any third-party arising under out of or in connection with this Agreement and/or your the use of the Services. 15.2. Findmyshift warrants only that we will use commercially reasonable endeavours to ensure that the Services shall perform substantially in accordance with our marketing materials provided to you. Consequently, Findmyshift provides the Services “as is” and “as available”, and makes no promises about the Services, their reliability, availability Products by ORG or accuracy. Furthermore, Findmyshift makes no warranty that the Services are fit for any particular purpose, and any such warranties implied or inferred by law or practice are hereby denied. 15.3. The parties agree that no other warranties have been expressed or should be implied than those explicitly expressed in this Agreement, and should be excluded to the fullest extent permitted by law. 15.4. Nothing in this clause excludes Findmyshift’s liability for death or personal injury caused by Findmyshift’s negligence or for fraudulent acts or fraudulent misrepresentations made by Findmyshift. 15.5. Findmyshift will not be responsible or liable whether as a matter of contract, tort or statute for any lost profits, opportunities, revenues, data, financial losses, intangible losses, goodwill or indirect, incidental, special, consequential, exemplaryits employees, or punitive damages howsoever arising under this Agreement. 15.6. The maximum aggregate liability with the use, handling, storage, manufacturing, sale or disposal of Findmyshift for any claims under this Agreement, including for any implied warranties, is limited to the amount you paid Findmyshift to use the Services (or, to supplying you the Services again) for the 12 months preceding the date on which the claim arose. 15.7. In all cases, Findmyshift will not be liable for any loss Products or damage that is not reasonably foreseeable. 15.8. The User acknowledges and agrees that any unauthorised use (as per this Agreement) of the Services and/or any related materials as a result of your negligent act or omission would result in irreparable damage to Findmyshift and will give rise to a right to an indemnity data derived from the User to Findmyshift. 15.9HepaRG Cells and/or Media. Without limitation to any other rights Findmyshift may have, you agree to indemnify and hold Findmyshift, its affiliates, employees, agents and licensors harmless from and against all liabilities, legal fees, damages, losses, costs and other expenses in relation to any claims or actions brought against Findmyshift or any such person arising out of any breach by you of any of the terms CONSEQUENCES OF TERMINATION Upon termination of this Agreement : ORG shall cease using and, at BPI’s request, destroy or return to BI any HepaRG Cells and Media in ORG’s possession or control. In the case of any unused Media which has been properly stored and returned to BI in usable condition, BPI shall reimburse ORG for any the amounts paid for such Media. If BI instructs ORG to destroy HepaRG Cells, such destruction shall be attested to in written communication to BI by an individual other liabilitiesthan PS, damages, losses, costs and other expenses but of at least the same rank within ORG. The sublicense rights granted by BI to ORG shall terminate immediately. ORG shall pay to BI within thirty (including reasonable legal fees30) arising out days all sums due to BI which have accrued prior to the date of your use of the Servicestermination or expiry.

Indemnity and Liability. 15.1. This Clause 15 sets out A. The Trust and the entire financial liability of Findmyshift Adviser (including any liability for the acts or omissions purposes of its employeesthis subparagraph 15.A., agents and subcontractors) to you, arising under or in connection with this Agreement and/or your use each of the Services. 15.2. Findmyshift warrants only that we foregoing being an "indemnitor"), severally and not jointly, will use commercially reasonable endeavours to ensure that the Services shall perform substantially in accordance with our marketing materials provided to you. Consequently, Findmyshift provides the Services “as is” and “as available”, and makes no promises about the Services, their reliability, availability or accuracy. Furthermore, Findmyshift makes no warranty that the Services are fit for any particular purpose, and any such warranties implied or inferred by law or practice are hereby denied. 15.3. The parties agree that no other warranties have been expressed or should be implied than those explicitly expressed in this Agreement, and should be excluded to the fullest extent permitted by law. 15.4. Nothing in this clause excludes Findmyshift’s liability for death or personal injury caused by Findmyshift’s negligence or for fraudulent acts or fraudulent misrepresentations made by Findmyshift. 15.5. Findmyshift will not be responsible or liable whether as a matter of contract, tort or statute for any lost profits, opportunities, revenues, data, financial losses, intangible losses, goodwill or indirect, incidental, special, consequential, exemplary, or punitive damages howsoever arising under this Agreement. 15.6. The maximum aggregate liability of Findmyshift for any claims under this Agreement, including for any implied warranties, is limited to the amount you paid Findmyshift to use the Services (or, to supplying you the Services again) for the 12 months preceding the date on which the claim arose. 15.7. In all cases, Findmyshift will not be liable for any loss or damage that is not reasonably foreseeable. 15.8. The User acknowledges and agrees that any unauthorised use (as per this Agreement) of the Services and/or any related materials as a result of your negligent act or omission would result in irreparable damage to Findmyshift and will give rise to a right to an indemnity from the User to Findmyshift. 15.9. Without limitation to any other rights Findmyshift may have, you agree to indemnify and hold Findmyshiftthe Sub-Adviser and its respective officers, its affiliatesdirectors, employeespartners, agents agents, controlling persons and licensors employees (for the purposes of this subparagraph 15.A., each of the foregoing being an "indemnitee") harmless from and against all liabilities, legal fees, damages, losses, costs claims, liabilities and expenses of any kind (including reasonable attorneys' fees and expenses) and amounts paid in satisfaction of judgments, in compromise or as fines or penalties resulting from any inaccuracy of any representation made by the indemnitor herein (including any supplement hereto) or arising out of or with respect to actions taken by the Sub-Adviser; provided, however, that (1) no indemnitee shall be indemnified hereunder against any liability to the Trust or its shareholders or any expense of such indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence, (iv) reckless disregard of the duties involved in the conduct of his position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as "disabling conduct"), (2) as to any matter disposed of by settlement or a compromise payment by such indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless there has been a determination that such settlement or compromise is in relation to the best B. The Sub-Adviser (for purposes of this subparagraph B, the "indemnitor") will indemnify and hold the Trust and the Adviser and each of their respective officers, directors, trustees, partners, agents, controlling persons and employees (for purposes of this subparagraph 15.B., an "indemnitee") harmless from and against all losses, claims, liabilities and expenses of any claims kind (including reasonable attorneys' fees and expenses) and amounts paid in satisfaction of judgments, in compromise or actions brought against Findmyshift as fines or penalties resulting from any inaccuracy of any representation made by the indemnitor herein (including any supplement hereto) or arising by reason of willful misfeasance, bad faith, or gross negligence, of the Sub-Adviser or its officers, directors, partners, agents, controlling persons and employees, or reckless disregard of the duties of any such person pursuant to this Agreement. C. The indemnitor shall make advance payments in connection with the expenses of defending any action with respect to which indemnification might be sought hereunder if the indemnitor receives a written affirmation of the indemnitee's good faith belief that the standard of conduct necessary for indemnification has been met and a written undertaking to reimburse the indemnitor unless it is subsequently determined that he is entitled to such indemnification and if the directors or trustees, as the case may be, of the indemnitor determine that the facts then known to them would not preclude indemnification. In addition, at least one of the following conditions must be met: (A) the indemnitee shall provide a security for his undertaking; (B) the indemnitor shall be insured against losses arising out by reason of any breach by you lawful advances, or (C) a majority of any a quorum of directors or trustees, as the case may be, of the terms indemnitor who are neither "interested persons" of this Agreement and for the indemnitor (as defined in Section 2(a)(19) of the Act) nor parties to the proceeding ("Disinterested Non-Party Directors") or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the indemnitee ultimately will be found entitled to indemnification. All determinations with respect to indemnification hereunder shall be made (1) by a final decision on the merits by a court or other body before whom the proceeding was brought that such indemnitee is not liable by reason of disabling conduct, or (2) in the absence of such a decision, by (i) a majority vote of a quorum of the Disinterested Non-party Directors of the indemnitor, or (ii) if such a quorum is not obtainable or even, if obtainable, if a majority vote of such quorum so directs, independent legal counsel in a written opinion. Notwithstanding the foregoing, the indemnitor shall not be obligated to provide any such indemnification to the extent such provision would waive any right which the indemnitor cannot lawfully waive. The rights accruing to any indemnitee under these provisions shall not exclude any other liabilities, damages, losses, costs and other expenses (including reasonable legal fees) arising out of your use of the Servicesright to which he may be lawfully entitled.

Indemnity and Liability. 15.1. This Clause 15 sets out 10.1 GSTN shall not be liable against the entire financial liability GSP for any Third Party or Taxpayers claim/liability/suit which may arise in relation to the GSP Services and/or GSP Application and/or breach of Findmyshift (including any liability for the acts or omissions terms and conditions of its employees, agents and subcontractors) to you, arising under or in connection with this Agreement which may be attributable to the GSP and/or your use of the ServicesThird Party Agreement. The GSP acknowledges without limitation to hold GSTN indemnified against such claims as aforesaid mentioned. 15.2. Findmyshift warrants only that we will use commercially reasonable endeavours to ensure that the Services shall perform substantially in accordance with our marketing materials provided to you. Consequently, Findmyshift provides the Services “as is” and “as available”, and makes no promises about the Services, their reliability, availability or accuracy. Furthermore, Findmyshift makes no warranty that the Services are fit for any particular purpose, and any such warranties implied or inferred by law or practice are hereby denied. 15.3. The parties agree that no other warranties have been expressed or should be implied than those explicitly expressed 10.2 Notwithstanding anything contained in this Agreement, it is hereby clearly understood by the Parties that GSTN shall have no responsibility or liability in relation to failure of any activity, if such activity may have initiated by a Taxpayer and/or Third Party through GSP or by GSP itself, and should be excluded to that has failed or delayed on account of the fullest extent permitted process of authentication and acceptance of Taxpayer/s Data by law. 15.4. Nothing in this clause excludes Findmyshift’s liability for death GST System or personal injury caused by Findmyshift’s negligence otherwise, including but not limited to, failure or for fraudulent acts or fraudulent misrepresentations made by Findmyshift. 15.5. Findmyshift will not be responsible or liable whether delay as a matter result of, network or connectivity failure, device or application failure, GST’s System’s failure, possible down time at GST System’s end or any other technical or non-technical error of contractany nature, tort whether foreseen or statute for any lost profits, opportunities, revenues, data, financial losses, intangible losses, goodwill or indirect, incidental, special, consequential, exemplary, or punitive damages howsoever arising under unforeseen at the time of entering into this Agreement. 15.6. The maximum aggregate liability 10.3 Without prejudice to the above, the GSP shall indemnify and protect the interests of Findmyshift for GSTN and indemnify it against all claims, liabilities, losses and incurred costs, fines, penalties, expenses, taxes, assessment, punitive damages, fees (including advocate’s/ attorney’s fee), liabilities (including any claims investigative, legal and other expenses incurred in connection with, and any amounts paid in settlement of, any pending or threatened legal action or proceeding), judgments, awards, assessments, obligations, damages, etc., which GSTN may suffer or incur arising out of, or in connection with: a) any act, neglect, default or omission on the part of the GSP, its affiliates and subsidiaries or its authorized sub-agency or any other Third Party, including but not limited to liabilities arising from non-compliance of standards and regulations prescribed by GSTN, from time to time, unauthorized use or disclosure of Confidential Information and failure to comply with data protection and storage requirements, as prescribed by GSTN, from time to time and/or as may be required under the term of this Agreement; b) any breach by the GSP of the terms and conditions under this Agreement; c) any breach by the GSP and/or its authorized sub-agency or any other Third Party engaged by the GSP, including of its obligations under any applicable law(s), statutory instructions, notifications, guidelines as may be issued by the Government due to which GSTN may be held responsible for any implied warrantiesliability; d) any Third Party claim, is limited to the amount you paid Findmyshift to use the Services (or, to supplying you the Services again) for the 12 months preceding the date on which the claim arose. 15.7. In all cases, Findmyshift will not be liable for any loss or damage that is not reasonably foreseeable. 15.8. The User acknowledges and agrees that any unauthorised use (as per this Agreement) of the Services and/or any related materials as a result of your negligent act or omission would result in irreparable damage to Findmyshift and will give rise to a right to an indemnity from the User to Findmyshift. 15.9. Without limitation to any other rights Findmyshift may have, you agree to indemnify and hold Findmyshift, its affiliates, employees, agents and licensors harmless from and arise against all liabilities, legal fees, damages, losses, costs and other expenses GSTN in relation to the GSP Services and/or IPR breach of GSP Application. e) any claims or actions brought Third Party claim which may arise against Findmyshift or GSTN in relation to Third Party Agreement. f) any such person arising out Taxpayers’ claim/liability which may be attributable to the GSP and/or the GSP Services provided by the GSP. 10.4 Indemnity under this section is conditional upon GSTN notifying the GSP immediately upon knowledge of any breach by you of any claim and giving the GSP the option to conduct the defense of the terms of this Agreement and for claim, including any other liabilities, damages, losses, costs and other expenses (including reasonable legal fees) arising out of your use settlement or compromise negotiations. Provided that neither party shall make any settlement without the consent of the Services.other Party;

Indemnity and Liability. 15.1. 6.1 This Clause 15 sets out the entire financial liability of Findmyshift (including any liability Agreement constitutes a contract for the acts provision of services and not a contract of employment and the parties intend that neither Amphion nor Xx Xxxxxxxx, should be treated as an employee of Motif or omissions of its employeesany Motif Group Company for the purposes of any relevant tax legislation or regulations in any jurisdictions or for any other purpose. Accordingly, agents Amphion and subcontractors(as Amphion shall procure) Xx Xxxxxxxx shall each, as required by law, be responsible for the payment of taxes and shall account to youthe relevant tax authorities for all taxes and social security contributions payable on any fees or other amounts paid under this Agreement, to the extent required by law. 6.2 Amphion shall (and shall procure that Xx Xxxxxxxx shall jointly and severally with Amphion) indemnify and keep indemnified Motif for itself and for each Motif Group Company against all actions, claims, demands, penalties, assessments, liabilities, surcharges and expenses in respect of all fees, costs, expenses, amounts, awards or contributions made against or incurred by Motif or any Motif Group Company whether arising: (a) in consequence of Amphion or Xx Xxxxxxxx failing to pay any taxes properly payable by Amphion or Xx Xxxxxxxx; (b) in consequence of any action (whether formal or otherwise) by any relevant tax authorities against Motif or any Motif Group Company regarding the payment of any tax or social security contributions in respect of Amphion or Xx Xxxxxxxx; (c) through Amphion or Xx Xxxxxxxx making any employment-related claim or any claim based on worker status against Motif in any other court, tribunal or other forum arising under out of or in connection with this Agreement and/or your use the provision of the Services. 15.2. Findmyshift warrants only that we will use commercially reasonable endeavours to ensure that the Services shall perform substantially in accordance with our marketing materials provided to you. Consequently, Findmyshift provides the Services “as is” and “as available”, and makes no promises about the Services, their reliability, availability or accuracy. Furthermore, Findmyshift makes no warranty that the Services are fit for any particular purpose, and any such warranties implied or inferred by law or practice are hereby denied. 15.3. The parties agree that no other warranties have been expressed or should be implied than those explicitly expressed in this Agreement, and should be excluded to the fullest extent permitted by law. 15.4. Nothing in this clause excludes Findmyshift’s liability for death or personal injury caused by Findmyshift’s negligence or for fraudulent acts or fraudulent misrepresentations made by Findmyshift. 15.5. Findmyshift will not be responsible or liable whether as a matter of contract, tort or statute for any lost profits, opportunities, revenues, data, financial losses, intangible losses, goodwill or indirect, incidental, special, consequential, exemplary, or punitive damages howsoever arising under this Agreement. 15.6. The maximum aggregate liability of Findmyshift for any claims under this Agreement, including for any implied warranties, is limited to the amount you paid Findmyshift to use the Services (notwithstanding clause 6.1 above); or, to supplying you the Services again (d) for the 12 months preceding the date on which the claim aroseotherwise. 15.7. In all cases6.3 Amphion shall instruct Xx Xxxxxxxx to include any payments made under this Agreement in his tax returns and to file such tax returns accurately and punctually. 6.4 If any relevant tax authority determines that any payment made under this Agreement is subject to the withholding or deduction of tax pursuant to any applicable legislation or regulations, Findmyshift Amphion shall procure that Xx Xxxxxxxx will comply with and will not appeal against any direction made by such authority in consequence of such determination. 6.5 Amphion shall be liable for any loss or damage that is not reasonably foreseeable. 15.8. The User acknowledges and agrees that any unauthorised use (as per this Agreement) of the Services and/or any related materials as a result of your negligent act or omission would result in irreparable damage to Findmyshift and will give rise to a right to an indemnity from the User to Findmyshift. 15.9. Without limitation to any other rights Findmyshift may have, you agree to indemnify and hold Findmyshift, its affiliates, employees, agents and licensors harmless from and against all liabilities, legal fees, damages, losses, costs and other expenses in relation to any claims or actions brought against Findmyshift or any such person arising out of any breach by you of any of the terms of this Agreement and for all its acts or omissions in the course of providing the Services and for those of Xx Xxxxxxxx and shall indemnify and keep indemnified Motif against any other liabilitiesloss or damage arising at any time from such acts or omissions, damagesincluding (but not limited to) losses or expenses resulting from personal injury or property damage and including (but not limited to) any claims, lossesdemands, costs and other expenses (including reasonable legal fees) arising out of your use of the Servicesactions or proceedings in which Motif is a named party.

Indemnity and Liability. 15.1. This Clause 15 sets out the entire financial liability of Findmyshift (including any liability for the acts or omissions i) The Company hereby indemnifies, defends and holds Sagard Management, and each of its employeesrespective partners, shareholders, members, affiliates, directors, officers, fiduciaries, employees and agents and subcontractors) to youeach of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, employees and agents of each of the foregoing (collectively, the “Indemnitees”), free and harmless from and against any and all actions, causes of action, suits, claims and liabilities and reasonable expenses in connection therewith, including without limitation reasonable attorneys’ fees and charges (collectively, the “Indemnified Liabilities”), incurred by the Indemnitees or any of them as a result of, arising under out of, or in connection with any way relating to (A) this Agreement and/or your use or (B) operations of, or services provided by Sagard Management to, the Company or its affiliates from time to time, except for any such Indemnified Liabilities arising on account of such Indemnitee’s gross negligence or willful misconduct, and if and to the extent that the foregoing undertaking may be unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Services. 15.2. Findmyshift warrants only that we will use commercially reasonable endeavours to ensure that the Services shall perform substantially in accordance with our marketing materials provided to you. Consequently, Findmyshift provides the Services “as is” and “as available”, and makes no promises about the Services, their reliability, availability or accuracy. Furthermore, Findmyshift makes no warranty that the Services are fit for any particular purpose, and any such warranties implied or inferred by law or practice are hereby denied. 15.3. The parties agree that no other warranties have been expressed or should be implied than those explicitly expressed in this Agreement, and should be excluded to the fullest extent permitted by Indemnified Liabilities which is permissible under applicable law. 15.4. Nothing in this clause excludes Findmyshift’s liability for death or personal injury caused by Findmyshift’s negligence or for fraudulent acts or fraudulent misrepresentations made by Findmyshift. 15.5. Findmyshift will not be responsible or liable whether as a matter of contract, tort or statute for any lost profits, opportunities, revenues, data, financial losses, intangible losses, goodwill or indirect, incidental, special, consequential, exemplary, or punitive damages howsoever arising under this Agreement. 15.6. The maximum aggregate liability of Findmyshift for any claims under this Agreement, including for any implied warranties, is limited (ii) Notwithstanding anything to the amount you paid Findmyshift to use contrary contained herein or in the Services (orcertificate of incorporation, to supplying you bylaws or other organizational documents of the Services again) for Company, the 12 months preceding the date on which the claim arose. 15.7. In all cases, Findmyshift will not be liable for any loss or damage that is not reasonably foreseeable. 15.8. The User Company acknowledges and agrees that although under certain circumstances certain Indemnitees may be entitled to indemnification and expense advancement and/or reimbursement from Sagard Management, Sagard or Sagard’s general partner or their respective affiliates (collectively, “Sagard Related Parties”) in connection with claims made against any unauthorised use (as per this Agreement) such Indemnitee, the obligations of the Services Company hereunder and/or under the certificate of incorporation, bylaws or other organizational documents of the Company with respect to any claim by an Indemnitee are primary to any obligations of any Sagard Related Party with respect thereto and the Indemnitee will not be obligated to seek indemnification from or expense advancement or reimbursement by any Sagard Related Party with respect to any claim. In addition: (A) the Company, on behalf of itself and any insurers providing liability insurance, hereby waives any rights of contribution or subrogation or any other right from or against each and every Sagard Related Party and every insurer providing liability insurance to the Sagard Related Parties and/or any related materials as a result of your negligent act Indemnitee with respect to any claim and (B) the Company acknowledges and agrees that if any Sagard Related Party provides indemnification, expense advancement, expense reimbursement or omission would result in irreparable damage to Findmyshift and will give rise to a right otherwise to an indemnity from the User to Findmyshift. 15.9. Without limitation Indemnitee with respect to any other rights Findmyshift may have, you agree to indemnify and hold Findmyshift, its affiliates, employees, agents and licensors harmless from and against all liabilities, legal feesincluding Indemnified Liabilities, damagessuch Sagard Related Party or Parties shall be subrogated to the extent of such payment to all rights of recovery of Indemnitee under this Agreement or the certificate of incorporation, losses, costs and bylaws or other expenses in relation to any claims or actions brought against Findmyshift or any such person arising out of any breach by you of any organization documents of the terms Company, as applicable. Each of the Indemnitees and Sagard Related Parties is an intended third party beneficiary of this Agreement Section 4(b)(ii) and for the Company agrees to take such further action as may be requested by any other liabilities, damages, losses, costs Indemnitee or Sagard Related Party to effectuate the contractual arrangement between the Company and other expenses (including reasonable legal fees) arising out of your use of the ServicesIndemnitees and Sagard Related Parties as set forth herein.

Indemnity and Liability. 15.1. This Clause 15 sets out By moving into the entire financial liability Leased Premises, Tenant acknowledges that the same are received by it in a good state of Findmyshift (including any liability repair, accepts the Leased Premises as suitable for the acts or omissions of its employeespurposes for which same are leased, agents waives , subject to Landlord’s repair obligations, any and subcontractors) to you, arising under or in connection with this Agreement and/or your use all defects of the Services. 15.2. Findmyshift warrants only that we will use commercially reasonable endeavours Leased Premises and assumes all risks of damage to ensure that the Services shall perform substantially in accordance with our marketing materials provided to you. Consequentlypersons, Findmyshift provides the Services “as is” and “as available”property or Tenant’s business, and makes no promises about the Services, their reliability, availability or accuracy. Furthermore, Findmyshift makes no warranty that the Services are fit for any particular purpose, and any such warranties implied or inferred by law or practice are hereby denied. 15.3. The parties agree that no other warranties have been expressed or should be implied than those explicitly expressed in this Agreement, and should be excluded except to the fullest extent permitted by law. 15.4. Nothing in this clause excludes Findmyshift’s liability for death or personal injury caused by Findmyshift’s the negligence or for fraudulent acts willful misconduct (whether caused by action or fraudulent misrepresentations made by Findmyshift. 15.5omission) of Landlord. Findmyshift will not be responsible or liable whether as a matter of contract, tort or statute for any lost profits, opportunities, revenues, data, financial losses, intangible losses, goodwill or indirect, incidental, special, consequential, exemplary, or punitive damages howsoever arising under this Agreement. 15.6. The maximum aggregate liability of Findmyshift for any claims under this Agreement, including for any implied warranties, is limited Tenant agrees that Tenant shall repair the existing conditions related to the amount you paid Findmyshift to use balconies and the Services (orplanters on the balconies, to supplying you the Services again) for the 12 months preceding the date on which the claim arose. 15.7at Tenant’s expense, but thereafter these shall be a part of Landlord’s repair and maintenace obligation. In all cases, Findmyshift will Landlord shall not be liable for any loss or damage that is not reasonably foreseeable. 15.8. The User acknowledges and agrees that any unauthorised use (as per this Agreement) of the Services and/or any related materials as a result of your negligent act or omission would result in irreparable injury to person, damage to Findmyshift property or to Tenant’s business arising from any acts or omissions of Landlord or from any cause whatsoever except Landlord’s gross negligence or willful misconduct (whether caused by action or omission). Subject to the provisions of Section 29 of this Lease, and except to the extent of Landlord’s sole or gross negligence or willful misconduct (whether caused by action or omission), Tenant will give rise to a right to an indemnity from the User to Findmyshift. 15.9. Without limitation to any other rights Findmyshift may have, you agree to indemnify and hold Findmyshift, its affiliates, employees, agents and licensors Landlord harmless from and against all liabilitiessuits, legal feesactions, damages, lossesliability and expense in connection with loss of life, costs bodily or personal injury or property damage arising from the use or occupancy by Tenant of the Leased Premises, and other expenses in relation from any acts or omissions of Tenant, its agents, contractors, employees or invitees. In addition, if Landlord should, without fault on its part, be made a party to any claims action by or actions brought against Findmyshift or any such person arising out Tenant, Tenant shall pay all costs, expenses and reasonable attorney’s fees of any breach by you Landlord. Subject to the provisions of any of the terms Section 29 of this Agreement Lease, Landlord will indemnify and for any other liabilitieshold Tenant harmless from all suits, actions, damages, lossesliability and expense in connection with loss of life, costs and other expenses bodily or personal injury or property damage arising from or caused by the sole or gross negligence or willful misconduct of Landlord, its agents or employees (including reasonable legal fees) arising out whether caused by action or omission), or Landlord’s breach of your use of the Servicesthis Lease.

Indemnity and Liability. 15.1. This Clause 15 sets out the entire financial liability 15.1 GSTN shall not be liable to IRP Partner for any third party, Intermediary, Taxpayers claim/liability/suit which may arise in relation to its business as IRP Partner and/or breach of Findmyshift (including any liability for the acts or omissions terms and conditions of its employees, agents and subcontractors) to you, arising under or in connection with this Agreement which may be attributable to the IRP Partner and/or your use IRP Partner’s privacy policy and/or IRP Partner’s agreement with Taxpayer(s) and/or breach of the IRP Partner’s data and/or VAS Agreement and/or Value Added Services. The IRP Partner acknowledges without limitation to hold GSTN indemnified against such claims as aforesaid mentioned. 15.2. Findmyshift warrants only that we will use commercially reasonable endeavours to ensure that the Services shall perform substantially in accordance with our marketing materials provided to you. Consequently, Findmyshift provides the Services “as is” and “as available”, and makes no promises about the Services, their reliability, availability or accuracy. Furthermore, Findmyshift makes no warranty that the Services are fit for any particular purpose, and any such warranties implied or inferred by law or practice are hereby denied. 15.3. The parties agree that no other warranties have been expressed or should be implied than those explicitly expressed 15.2 Notwithstanding anything contained in this Agreement, and should be excluded to it is hereby clearly understood by the fullest extent permitted by law. 15.4. Nothing in this clause excludes Findmyshift’s Parties that GSTN shall have no responsibility or liability for death any loss which is attributable to IRP Partner including but not limited to data loss, data breach, failure of any activity, connectivity failure or personal injury caused by Findmyshift’s negligence any other technical or for fraudulent acts non-technical error of any nature, whether foreseen or fraudulent misrepresentations made by Findmyshift. 15.5. Findmyshift will not be responsible or liable whether as a matter unforeseen at the time of contract, tort or statute for any lost profits, opportunities, revenues, data, financial losses, intangible losses, goodwill or indirect, incidental, special, consequential, exemplary, or punitive damages howsoever arising under entering into this Agreement. 15.6. The maximum aggregate liability of Findmyshift 15.3 GSTN shall not be liable to IRP Partner for any claims planned and unplanned downtime of any Technology System, failed authentication by Technology System, failure of the IRP Portal to connect to the Technology System, failure of the IRP Portal to push any data to the Technology System. 15.4 Without prejudice to the above, the IRP Partner shall indemnify it against all claims, liabilities, losses and incurred costs, fines, penalties, expenses, taxes, assessment, punitive damages, fees (including advocate’s/ attorney’s fee), liabilities (including any investigative, legal and other expenses incurred in connection with, and any amounts paid in settlement of, any pending or threatened legal action or proceeding), judgments, awards, assessments, obligations, damages, etc., which GSTN may suffer or incur arising out of, or in connection with: i any act, neglect, default or omission on the part of the IRP Partner, its affiliates and subsidiaries or its authorized sub-agency or any other third party or any taxpayer(s), including but not limited to liabilities arising from non-compliance of standards and regulations prescribed by GSTN, from time to time, unauthorized use or disclosure of Confidential Information and failure to comply with data protection and storage requirements as per applicable laws, from time to time and/or as may be required under the term of this Agreement; ii any breach by the IRP Partner of the terms and conditions under this Agreement; iii any breach by the IRP Partner and/or its authorized sub-agency or any other third party engaged by the IRP Partner, including of its obligations under any applicable law(s), statutory instructions, notifications, guidelines as may be issued by the Government due to which GSTN may be held responsible for any implied warrantiesliability; iv any Third Party claim, is limited to the amount you paid Findmyshift to use the Services (or, to supplying you the Services again) for the 12 months preceding the date on which the claim arose. 15.7. In all cases, Findmyshift will not be liable for any loss or damage that is not reasonably foreseeable. 15.8. The User acknowledges and agrees that any unauthorised use (as per this Agreement) of the Services and/or any related materials as a result of your negligent act or omission would result in irreparable damage to Findmyshift and will give rise to a right to an indemnity from the User to Findmyshift. 15.9. Without limitation to any other rights Findmyshift may have, you agree to indemnify and hold Findmyshift, its affiliates, employees, agents and licensors harmless from and arise against all liabilities, legal fees, damages, losses, costs and other expenses GSTN in relation to the Services provided by IRP Partner. v any claims or actions brought against Findmyshift or any such person arising out of any breach by you of any of Taxpayers’ claim/liability which is attributable to the terms of this Agreement and for any other liabilities, damages, losses, costs and other expenses (including reasonable legal fees) arising out of your use of the ServicesIRP Partner.

Indemnity and Liability. 15.1. This Clause 15 sets 13.1 The Proprietary Trader agrees to indemnify and hold LSC, and each of its directors, officers, agents, employees (collectively, the “Indemnified Parties”) and permitted assigns, harmless from any loss, claim or expense, including reasonable attorneys‟ fees and expenses, when and as incurred by LSC in connection with its acting or declining to act in any capacity under this Agreement for the Proprietary Trader or resulting from or arising out of or related to statements made or omitted by the entire financial liability of Findmyshift Proprietary Trader in its offering documents or any action taken or not taken by LSC in accordance with this Agreement or pursuant to instructions received by LSC from the Proprietary Trader or its agents, and to fully reimburse LSC for any reasonable legal or other expenses (including the cost of any liability for the acts investigation and preparation) when and as incurred by LSC in connection with any claim, action, proceeding, or omissions investigation arising out of its employees, agents and subcontractors) to you, arising under or in connection with this Agreement and/or your use or any transactions hereunder or Contracts or any activities of LSC in connection with this Agreement. In case of the Servicessale of any security, commodity, or other property by LSC at the discretion of the Proprietary Trader and LSC‟s inability to deliver the same to the purchaser by reason of failure of the Proprietary Trader to supply LSC therewith, the Proprietary Trader authorizes LSC to borrow or purchase any such security, commodity, or other property necessary to make delivery thereof. The Proprietary Trader hereby agrees to be responsible for any loss which LSC may sustain thereby and any premiums which LSC may be required to pay thereon, and for any loss which LSC may sustain in connection with this delivery obligation. 15.2. Findmyshift warrants only that we will use commercially reasonable endeavours to ensure that the Services 13.2 In no event shall perform substantially in accordance with our marketing materials provided to you. Consequently, Findmyshift provides the Services “as is” and “as available”, and makes no promises about the Services, their reliability, availability LSC be held liable for damages or accuracy. Furthermore, Findmyshift makes no warranty that the Services are fit for any particular purposeloss of any kind caused, directly or indirectly, by government restrictions, exchange or market rulings, suspension of trading, war (whether declared or undeclared), terrorist acts, insurrection, riots, fires, flooding, strikes, failure of utility services, accidents, adverse weather or other events of nature, including but not limited to earthquakes, hurricanes and tornadoes, or other conditions beyond LSC‟s control. In the event that any such warranties implied communications network, data processing system, or inferred computer system LSC uses or which is used by law the Proprietary Trader, whether LSC owns it or practice are hereby denied. 15.3. The parties agree that no other warranties have been expressed not, is rendered inoperable in whole or should be implied than those explicitly expressed in this Agreementpart or is subject to delay or error, and should be excluded to the fullest extent permitted by law. 15.4. Nothing in this clause excludes Findmyshift’s liability for death or personal injury except if caused by Findmyshift’s the gross negligence or for fraudulent acts or fraudulent misrepresentations made by Findmyshift. 15.5. Findmyshift will not be responsible or liable whether as a matter willful misconduct of contractLSC, tort or statute for any lost profits, opportunities, revenues, data, financial losses, intangible losses, goodwill or indirect, incidental, special, consequential, exemplary, or punitive damages howsoever arising under this Agreement. 15.6. The maximum aggregate liability of Findmyshift for any claims under this Agreement, including for any implied warranties, is limited to the amount you paid Findmyshift to use the Services (or, to supplying you the Services again) for the 12 months preceding the date on which the claim arose. 15.7. In all cases, Findmyshift will LSC shall not be liable to the Proprietary Trader for any loss loss, liability, claim, damage or damage that is not reasonably foreseeableexpense resulting, either directly or indirectly, therefrom. 15.8. The User acknowledges and agrees that 13.3 In case any unauthorised use (as per this Agreement) of the Services and/or any related materials as a result of your negligent act or omission would result in irreparable damage to Findmyshift and will give rise to a right to an indemnity from the User to Findmyshift. 15.9. Without limitation to any other rights Findmyshift may have, you agree to indemnify and hold Findmyshift, its affiliates, employees, agents and licensors harmless from and against all liabilities, legal fees, damages, losses, costs and other expenses in relation to any claims or actions brought against Findmyshift or any such person arising out of any breach by you of any of the terms of this Agreement and for any other liabilities, damages, losses, costs and other expenses proceeding (including reasonable legal feesany arbitration and any governmental investigation) arising out of your use of the Services.shall be instituted involving any Indemnified Party, such Indemnified Party shall promptly notify Proprietary Trader in

Indemnity and Liability. 15.1. This Clause 15 sets out (a) In any threatened, pending or completed action, suit, or proceeding to which Commodity Sub-Adviser, its members, officers, directors, employees or associated persons (collectively, “its affiliates”) was or is a party or is threatened to be made a party by reason of the entire financial liability fact that Commodity Sub-Adviser is or was a commodity trading advisor of Findmyshift the Fund or otherwise, the Fund and the Sponsor, jointly and severally, shall indemnify and hold harmless, subject to subsection (d) below, Commodity Sub-Adviser and its affiliates against any loss, liability, damage, cost, expenses (including any liability for the acts attorneys’ fees and accountants’ fees), judgments and amounts paid in settlement actually and reasonably incurred by it or omissions of its employees, agents and subcontractors) to you, arising under or affiliates in connection with this Agreement and/or your use any action, suit or proceeding if Commodity Sub-Adviser acted in good faith and in a manner it reasonably believed to be in or not opposed to the best interests of the ServicesFund, and provided that its conduct does not constitute willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations and duties under this Agreement. The termination of any action, suit or proceeding by judgment, order or settlement shall not, of itself, create a presumption that Commodity Sub-Adviser did not act in good faith or in a manner which it reasonably believed to be in or not opposed to the best interests of the Fund. 15.2. Findmyshift warrants only that we will use commercially reasonable endeavours (b) Expenses incurred in defending a threatened or pending civil, administrative or criminal action, suit or proceeding against Commodity Sub-Adviser or its affiliates may, in the sole discretion of Sponsor, be paid by the Fund in advance of the final disposition of such action, suit or proceeding, if and to ensure the extent that the Services person on whose behalf such expenses are paid shall perform substantially agree to reimburse the Fund in accordance with our marketing materials provided to you. Consequently, Findmyshift provides the Services “as is” and “as available”, and makes no promises about the Services, their reliability, availability or accuracy. Furthermore, Findmyshift makes no warranty that the Services are fit for any particular purpose, and any such warranties implied or inferred by law or practice are hereby deniedevent indemnification is not permitted under this Section. 15.3. The parties agree that no other warranties have been expressed (c) Commodity Sub-Adviser agrees to indemnify, defend and hold harmless the Fund, Sponsor and its affiliates (as defined above) against any loss, liability, damage, cost, expenses (including attorneys’ fees and accountants’ fees), judgments and amounts paid in settlement actually and reasonably incurred by it or should be implied than those explicitly expressed its affiliates by reason of any act or omission of Commodity Sub-Adviser relating to the Fund (including costs and expenses of investigating and defending any claims, demand or suit and attorneys’ and accountants’ fees) if such act involved willful misfeasance, bad faith or gross negligence on the part of Commodity Sub-Adviser in the performance of its duties under this Agreement, or by reason of its reckless disregard of its obligations and should be excluded to the fullest extent permitted by law. 15.4. Nothing in this clause excludes Findmyshift’s liability for death or personal injury caused by Findmyshift’s negligence or for fraudulent acts or fraudulent misrepresentations made by Findmyshift. 15.5. Findmyshift will not be responsible or liable whether as a matter of contract, tort or statute for any lost profits, opportunities, revenues, data, financial losses, intangible losses, goodwill or indirect, incidental, special, consequential, exemplary, or punitive damages howsoever arising duties under this Agreement. 15.6. (d) The maximum aggregate liability foregoing provisions for indemnification shall survive the termination of Findmyshift for any claims under this Agreement, including for . (e) Commodity Sub-Adviser acknowledges as to it that the indemnities provided in this Agreement by Sponsor and the Fund to Commodity Sub-Adviser shall be inapplicable in the event of any implied warranties, is limited liability accruing to the amount you paid Findmyshift to use the Services (orextent, to supplying you the Services again) for the 12 months preceding the date on which the claim aroseif any, caused by or based upon Commodity Sub-Adviser’s misrepresentations, omissions or breach of any warranty in this Agreement. 15.7. In (f) The Fund and Sponsor acknowledge as to each of them that the indemnities provided in this Agreement by the Commodity Sub-Adviser to the Fund and Sponsor shall be inapplicable in the event of any liability accruing to the extent, if any, caused by or based upon the Fund’s or Sponsor’s misrepresentations, omissions or breach of any warranty in this Agreement. (g) Notwithstanding anything in this Agreement to the contrary, all casessecurities laws impose liabilities under certain circumstances on persons who act in good faith, Findmyshift will and, therefore, nothing in this Agreement shall constitute a waiver or limitation of liability under such laws to the extent (but only to the extent) such liability may not be liable for any loss waived, modified or damage that is not reasonably foreseeablelimited. 15.8. The User acknowledges and agrees that any unauthorised use (as per this Agreement) of the Services and/or any related materials as a result of your negligent act or omission would result in irreparable damage to Findmyshift and will give rise to a right to an indemnity from the User to Findmyshift. 15.9. Without limitation to any other rights Findmyshift may have, you agree to indemnify and hold Findmyshift, its affiliates, employees, agents and licensors harmless from and against all liabilities, legal fees, damages, losses, costs and other expenses in relation to any claims or actions brought against Findmyshift or any such person arising out of any breach by you of any of the terms of this Agreement and for any other liabilities, damages, losses, costs and other expenses (including reasonable legal fees) arising out of your use of the Services.

Indemnity and Liability. 15.1. This Clause 15 sets out the entire financial liability of Findmyshift (including 7.1 The Manager shall not be under any responsibility or liability for any loss or damage, whether as a loss of profits or otherwise, to the acts Company arising out of any act or omissions omission involving any error of judgment or any negligence on the part of the Manager, its subcontractors and any of its employees, agents and subcontractorsor their employees (the “Indemnified Persons”) to you, arising under or in connection with this Agreement and/or your use the performance of the Services. 15.2. Findmyshift warrants only 7.2 The Company agrees to indemnify and keep the Indemnified Persons indemnified against any and all liabilities, costs, claims, demands, proceedings, charges, actions, suits or expenses of whatsoever kind or character that we will use commercially reasonable endeavours to ensure that may be incurred or suffered by any of them howsoever arising (other than by reason of fraud or dishonesty on their part) in connection with the provisions of the Services (“Losses”). 7.3 If the Company requires the Manager to take any action which, in the opinion of the Manager, might result in the Manager becoming liable for the payment of any money or liable in any other way, the Manager shall perform substantially be kept indemnified by the Company in accordance an amount and a form satisfactory to it as a prerequisite to taking such action. 7.4 The indemnities provided by the Company hereunder shall cover all reasonable costs and expenses payable by the Indemnified Persons in connection with our marketing materials any claims to which the indemnity obligation of the Company applies. 7.5 The indemnification provided by the Company pursuant to you. Consequentlythis Clause 7 shall not be deemed exclusive of any other rights to which the Indemnified Persons may be entitled under applicable law, Findmyshift provides any agreement, the Services “as is” and “as available”bye-laws of the Company or otherwise, and makes no promises about shall continue after the Services, their reliability, availability or accuracy. Furthermore, Findmyshift makes no warranty that the Services are fit for any particular purpose, and any such warranties implied or inferred by law or practice are hereby denied. 15.3. The parties agree that no other warranties have been expressed or should be implied than those explicitly expressed in this Agreement, and should be excluded to the fullest extent permitted by law. 15.4. Nothing in this clause excludes Findmyshift’s liability for death or personal injury caused by Findmyshift’s negligence or for fraudulent acts or fraudulent misrepresentations made by Findmyshift. 15.5. Findmyshift will not be responsible or liable whether as a matter termination of contract, tort or statute for any lost profits, opportunities, revenues, data, financial losses, intangible losses, goodwill or indirect, incidental, special, consequential, exemplary, or punitive damages howsoever arising under this Agreement. 15.6. 7.6 Notwithstanding anything contained herein to the contrary, the Indemnified Persons shall not be entitled to any indemnification in connection with any Losses or other indemnities provided herein to the extent any Losses (or other indemnification obligation) arises from or is caused by any gross negligence, wilful misconduct, fraud or breach of this Agreement by the Indemnified Persons. 7.7 The maximum aggregate Manager shall not be under any liability of Findmyshift whatsoever to the Company for any claims under this Agreementloss, damage, delay or expense of whatsoever nature, whether direct or indirect (including for any implied warranties, is but not limited to loss of profit arising out of or in connection with detention or delay of a vessel or unit) and howsoever arising in the amount you paid Findmyshift to use the Services (or, to supplying you the Services again) for the 12 months preceding the date on which the claim arose. 15.7. In all cases, Findmyshift will not be liable for any loss or damage that is not reasonably foreseeable. 15.8. The User acknowledges and agrees that any unauthorised use (as per this Agreement) course of performance of the Services and/or any related materials as a result UNLESS the same is proved to have resulted solely from the negligence, gross negligence or wilful misconduct of your negligent act the Manager’s, its subcontractors’ or omission its or their employees or agents in connection with the provision of the Services, in which case (save where loss, damage, delay or expense has resulted from the Manager’s, its subcontractors’ or its or their employees’ personal acts or omissions committed with the intent to cause same or recklessly, with the knowledge that such loss, damage, delay or expense would result in irreparable damage probably result) the Manager’s aggregate liability to Findmyshift and will give the Company for each incident or series of incidents giving rise to a right claim or claim shall never exceed the amount equal to an indemnity from the User to FindmyshiftPreliminary Fee payable in any calendar year. 15.9. Without limitation to any other rights Findmyshift may have, you agree to indemnify and hold Findmyshift, its affiliates, employees, agents and licensors harmless from and against all liabilities, legal fees, damages, losses, costs and other expenses in relation to any claims or actions brought against Findmyshift or any such person arising out of any breach by you of any of the terms of this Agreement and for any other liabilities, damages, losses, costs and other expenses (including reasonable legal fees) arising out of your use of the Services.

Indemnity and Liability. 15.1. This Clause 15 sets out A. The Trust and the entire financial liability of Findmyshift Adviser (including any liability for the acts or omissions purposes of its employeesthis subparagraph 15.A., agents and subcontractors) to you, arising under or in connection with this Agreement and/or your use each of the Services. 15.2. Findmyshift warrants only that we foregoing being an "indemnitor"), severally and not jointly, will use commercially reasonable endeavours to ensure that the Services shall perform substantially in accordance with our marketing materials provided to you. Consequently, Findmyshift provides the Services “as is” and “as available”, and makes no promises about the Services, their reliability, availability or accuracy. Furthermore, Findmyshift makes no warranty that the Services are fit for any particular purpose, and any such warranties implied or inferred by law or practice are hereby denied. 15.3. The parties agree that no other warranties have been expressed or should be implied than those explicitly expressed in this Agreement, and should be excluded to the fullest extent permitted by law. 15.4. Nothing in this clause excludes Findmyshift’s liability for death or personal injury caused by Findmyshift’s negligence or for fraudulent acts or fraudulent misrepresentations made by Findmyshift. 15.5. Findmyshift will not be responsible or liable whether as a matter of contract, tort or statute for any lost profits, opportunities, revenues, data, financial losses, intangible losses, goodwill or indirect, incidental, special, consequential, exemplary, or punitive damages howsoever arising under this Agreement. 15.6. The maximum aggregate liability of Findmyshift for any claims under this Agreement, including for any implied warranties, is limited to the amount you paid Findmyshift to use the Services (or, to supplying you the Services again) for the 12 months preceding the date on which the claim arose. 15.7. In all cases, Findmyshift will not be liable for any loss or damage that is not reasonably foreseeable. 15.8. The User acknowledges and agrees that any unauthorised use (as per this Agreement) of the Services and/or any related materials as a result of your negligent act or omission would result in irreparable damage to Findmyshift and will give rise to a right to an indemnity from the User to Findmyshift. 15.9. Without limitation to any other rights Findmyshift may have, you agree to indemnify and hold Findmyshiftthe Sub-Adviser and its respective officers, its affiliatesdirectors, employeespartners, agents agents, controlling persons and licensors employees (for the purposes of this subparagraph 15.A., each of the foregoing being an "indemnitee") harmless from and against all liabilities, legal fees, damages, losses, costs claims, liabilities and other expenses of any kind (including reasonable attorneys' fees and expenses) and amounts paid in relation to satisfaction of judgments, in compromise or as fines or penalties resulting from any claims inaccuracy of any representation made by the indemnitor herein (including any supplement hereto) or actions brought against Findmyshift or any such person arising out of or with respect to actions taken by the Sub-Adviser; provided, however, that (1) no indemnitee shall be indemnified hereunder against any breach liability to the Trust or its shareholders or any expense of such indemnitee arising by you reason of any (i) willful misfeasance, (ii) bad faith, (iii) gross negligence, (iv) reckless disregard of the terms duties involved in the conduct of this Agreement and his position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as "disabling conduct"), (2) as to any matter disposed of by settlement or a compromise payment by such indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other liabilitiesexpenses shall be provided unless there has been a determination that such settlement or compromise is in the best interests of the Trust and that such indemnitee appears to have acted in good faith in the reasonable belief that his action was in the best interests of the Trust and did not involve disabling conduct by such indemnitee and (3) with respect to any action, damagessuit or other proceeding voluntarily prosecuted by an indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such indemnitee was authorized by a majority of the full Board of the Trust. B. The Sub-Adviser (for purposes of this subparagraph B, the "indemnitor") will indemnify and hold the Trust and the Adviser and each of their respective officers, directors, trustees, partners, agents, controlling persons and employees (for purposes of this subparagraph 15.B., an "indemnitee") harmless from and against all losses, costs claims, liabilities and other expenses of any kind (including reasonable legal feesattorneys' fees and expenses) and amounts paid in satisfaction of judgments, in compromise or as fines or penalties resulting from any inaccuracy of any representation made by the indemnitor herein (including any supplement hereto) or arising out by reason of your use willful misfeasance, bad faith, or gross negligence, of the ServicesSub-Adviser or its officers, directors, partners, agents, controlling persons and employees, or reckless disregard of the duties of any such person. C. The indemnitor shall make advance payments in connection with the expenses of defending any action with respect to which indemnification might be sought hereunder if the indemnitor receives a written affirmation of the indemnitee's good faith belief that the standard of conduct necessary for indemnification has been met and a written undertaking to reimburse the indemnitor unless it is subsequently determined that he is entitled to such indemnification and if the directors or trustees, as the case may be, of the indemnitor determine that the facts then known to them would not preclude indemnification. In addition, at least one of the following conditions must be (A) the indemnitee shall provide a security for his undertaking; (B) the indemnitor shall be insured against losses arising by reason of any lawful advances, or (C) a majority of a quorum of directors or trustees, as the case may be, of the indemnitor who are neither "interested persons" of the indemnitor (as defined in Section 2(a)(19) of the Act) nor parties to the proceeding ("Disinterested Non-Party Directors") or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the indemnitee ultimately will be found entitled to indemnification. All determinations with respect to indemnification hereunder shall be made (1) by a final decision on the merits by a court or other body before whom the proceeding was brought that such indemnitee is not liable by reason of disabling conduct, or (2) in the absence of such a decision, by (i) a majority vote of a quorum of the Disinterested Non-party Directors of the indemnitor, or (ii) if such a quorum is not obtainable or even, if obtainable, if a majority vote of such quorum so directs, independent legal counsel in a written opinion. Notwithstanding the foregoing, the indemnitor shall not be obligated to provide any such indemnification to the extent such provision would waive any right which the indemnitor cannot lawfully waive. The rights accruing to any indemnitee under these provisions shall not exclude any other right to which he may be lawfully entitled.

Indemnity and Liability. 15.11. This Clause 15 sets out the entire financial liability of Findmyshift (including any liability for the acts or omissions of its employees, agents and subcontractors) to you, arising under or in connection with this Agreement and/or your use of the Services. 15.22. Findmyshift warrants only that we will wil use commercially commercialy reasonable endeavours to ensure that the Services shall shal perform substantially substantialy in accordance with our marketing materials provided to you. Consequently, Findmyshift provides the Services “as is” and “as available”, and makes no promises about the Services, their reliability, availability or accuracy. Furthermore, Findmyshift makes no warranty that the Services are fit for any particular purpose, and any such warranties implied or inferred by law or practice are hereby denied. 15.33. The parties agree that no other warranties have been expressed or should be implied than those explicitly expressed in this Agreement, and should be excluded to the fullest fulest extent permitted by law. 15.44. Nothing in this clause excludes Findmyshift’s liability for death or personal injury caused by Findmyshift’s negligence or for fraudulent acts or fraudulent misrepresentations made by Findmyshift. 15.55. Findmyshift will wil not be responsible or liable whether as a matter of contract, tort or statute for any lost profits, opportunities, revenues, data, financial losses, intangible losses, goodwill goodwil or indirect, incidental, special, consequential, exemplary, or punitive damages howsoever arising under this Agreement. 15.66. The maximum aggregate liability of Findmyshift for any claims under this Agreement, including for any implied warranties, is limited to the amount you paid Findmyshift to use the Services (or, to supplying you the Services again) for the 12 months preceding the date on which the claim arose. 15.77. In all al cases, Findmyshift will wil not be liable for any loss or damage that is not reasonably foreseeable. 15.88. The User acknowledges and agrees that any unauthorised use (as per this Agreement) of the Services and/or any related materials as a result of your negligent act or omission would result in irreparable damage to Findmyshift and will wil give rise to a right to an indemnity from the User to Findmyshift. 15.99. Without limitation to any other rights Findmyshift may have, you agree to indemnify and hold Findmyshift, its affiliatesaf iliates, employees, agents and licensors harmless from and against all al liabilities, legal fees, damages, losses, costs and other expenses in relation to any claims or actions brought against Findmyshift or any such person arising out of any breach by you of any of the terms of this Agreement and for any other liabilities, damages, losses, costs and other expenses (including reasonable legal fees) arising out of your use of the Services.

Indemnity and Liability. 15.1. This Clause 15 sets out 10.1 The hirer agrees to indemnify and keep indemnified the entire financial liability licensor (and any of Findmyshift the licensor’s officers, employees, agents or contractors) against all actions, claims, proceedings, demands, liabilities, losses, damages, costs and reasonable legal expenses whatsoever by whomsoever made and howsoever arising or paid by or awarded against the licensor to the extent caused directly or indirectly by: (including a) the negligent act or omission and/or deliberate fault of the hirer or its visitors in connection with the event; (b) any liability for breach by the acts or omissions hirer of any of its obligations under this agreement; 10.2 The hirer hereby agrees and acknowledges that the licensor, its employees, agents and subcontractorsor contractors, shall not be liable for: (a) to youany damage, arising under loss, delay or in connection expense incurred by the hirer, the visitors or any other person connected with this Agreement and/or your use of the Services. 15.2. Findmyshift warrants only that we will use commercially reasonable endeavours to ensure that the Services shall perform substantially in accordance with our marketing materials provided to you. Consequentlyevent, Findmyshift provides the Services “as is” and “as available”, and makes no promises about the Services, their reliability, availability or accuracy. Furthermore, Findmyshift makes no warranty that the Services are fit for any particular purpose, and any such warranties implied or inferred by law or practice are hereby denied. 15.3. The parties agree that no other warranties have been expressed or should be implied than those explicitly expressed in this Agreement, and should be excluded to the fullest extent permitted by law. 15.4. Nothing in this clause excludes Findmyshift’s liability except for death or personal injury caused by Findmyshift’s resulting from the negligence or for fraudulent acts or fraudulent misrepresentations made by Findmyshift. 15.5. Findmyshift will not be responsible or liable whether as a matter of contract, tort or statute for any lost profits, opportunities, revenues, data, financial losses, intangible losses, goodwill or indirect, incidental, special, consequential, exemplary, or punitive damages howsoever arising under this Agreement. 15.6. The maximum aggregate liability of Findmyshift for any claims under this Agreement, including for any implied warranties, is limited to the amount you paid Findmyshift to use the Services (or, to supplying you the Services again) for the 12 months preceding the date on which the claim arose. 15.7. In all cases, Findmyshift will not be liable for any loss or damage that is not reasonably foreseeable. 15.8. The User acknowledges and agrees that any unauthorised use (as per this Agreement) of the Services and/or any related materials as a result of your negligent act or omission would result in irreparable damage to Findmyshift and will give rise to a right to an indemnity from the User to Findmyshift. 15.9. Without limitation to any other rights Findmyshift may have, you agree to indemnify and hold Findmyshiftlicensor, its affiliates, employees, agents or contractors; (b) any national insurance, personal income tax, value added tax or other tax liability which may arise out of the hirer’s obligations under this agreement; (c) damage, theft or loss of any premises goods, articles, possessions, objects or similar things used, kept or left on or at the premises; or (d) the hirer's breach of copyright. 10.3 The hirer must, at the earliest opportunity, notify the licensor of any claim, dispute, action or summons in connection with the event and licensors harmless from and against all liabilitiesmust provide such details as the licensor may require. If it appears likely that the licensor may be joined in any proceedings, legal fees, damages, losses, costs and other expenses in relation to any claims then the hirer: (a) must not settle or actions brought against Findmyshift or compromise any such person arising out of any breach by you of any proceedings without the licensor’s prior written consent; (b) must keep the licensor informed of the terms progress of this Agreement and for such proceedings; and (c) will indemnify the licensor against any other liabilities, damages, losses, costs and other expenses (including reasonable legal fees) arising out liability in respect of your use of the Servicessuch proceedings.

Indemnity and Liability. 15.1. This Clause 15 sets (a) The Contractor shall indemnify and keep indemnified the Principal, the Principal’s Parties and the Principal’s and the Principal’s Parties’ respective directors, officers, employees, agents, representatives or professional consultants (Indemnified Persons) from and against all Loss and other liabilities of any kind arising directly or indirectly from: i any breach of any warranty or any of the other terms and conditions of the Agreement; ii any Wilful Misconduct or a negligent act or omission; iii any claim made by a third party against the Principal or the Principal’s Parties, to the extent that the claim arose out of an act or omission of the entire financial liability of Findmyshift Contractor or the Contractor’s Personnel; or iv personal injury (including any liability for mental illness), death and property damage caused or contributed to by the acts Contractor or omissions of its employeesthe Contractor’s Personnel, agents and subcontractors) to you, arising under or in connection with this Agreement and/or your use of the Services. 15.2. Findmyshift warrants only that we will use commercially reasonable endeavours to ensure that the Services shall perform substantially in accordance with our marketing materials provided to you. Consequently, Findmyshift provides the Services “as is” and “as available”, and makes no promises about the Services, their reliability, availability or accuracy. Furthermore, Findmyshift makes no warranty that the Services are fit for any particular purpose, and any such warranties implied or inferred by law or practice are hereby denied. 15.3. The parties agree that no other warranties have been expressed or should be implied than those explicitly expressed in this Agreement, and should be excluded except to the fullest extent permitted by law. 15.4. Nothing in this clause excludes Findmyshift’s of liability for death or personal injury which is caused by Findmyshift’s negligence the Wilful Misconduct or for fraudulent acts or fraudulent misrepresentations made by Findmyshift. 15.5. Findmyshift will not be responsible or liable whether as a matter of contract, tort or statute for any lost profits, opportunities, revenues, data, financial losses, intangible losses, goodwill or indirect, incidental, special, consequential, exemplary, or punitive damages howsoever arising under this Agreement. 15.6. The maximum aggregate liability of Findmyshift for any claims under this Agreement, including for any implied warranties, is limited to the amount you paid Findmyshift to use the Services (or, to supplying you the Services again) for the 12 months preceding the date on which the claim arose. 15.7. In all cases, Findmyshift will not be liable for any loss or damage that is not reasonably foreseeable. 15.8. The User acknowledges and agrees that any unauthorised use (as per this Agreement) of the Services and/or any related materials as a result of your negligent act or omission would result in irreparable damage to Findmyshift and will give rise to a right to an indemnity from of the User to Findmyshift. 15.9. Without limitation to any other rights Findmyshift may havePrincipal or the Principal’s Parties or the Principal’s or the Principal’s Parties’ respective directors, you agree to indemnify and hold Findmyshift, its affiliatesofficers, employees, agents agents, representatives or professional consultants. (b) The Principal and licensors harmless from the Participants declare that they hold on trust for each of the Indemnified Persons, the benefit of each indemnity and against all liabilities, legal fees, damages, losses, costs release given by the Contractor under the Agreement in favour of each Indemnified Person. (c) The Contractor acknowledges the existence of such trusts and other expenses consents to: i the Principal or the relevant Participant (or both) exercising rights in relation to any claims to, or actions brought against Findmyshift or any otherwise enforcing, such person arising out of any breach by you of any indemnities and releases on behalf of the terms Indemnified Persons; and ii the Indemnified Persons exercising rights in relation to, or otherwise enforcing the indemnities and releases. (d) The Parties agree that the consent of this Agreement and the Indemnified Persons will not be required for any other liabilitiesamendment to, damagesor waiver of, losses, costs rights in accordance with the Agreement. Agreement (No. 2015/1) – Receipt and other expenses (including reasonable legal fees) arising out Processing Waste for Resource Recovery Page 31 of your use of the Services.70 /

Indemnity and Liability. 15.1. This Clause 15 sets out The Supplier (and/or where applicable, shall procure that an Approved Sub-Contractor utilised in the entire financial liability execution of Findmyshift the Contract) shall indemnify and keep the Customer fully indemnified against all and any costs, demands, liabilities, losses and against all claims (including together with associated costs and expenses) and damages and any liability for other liabilities whatsoever the acts Customer may suffer or in respect of each and every claim made by or on behalf of any Temporary work-seeker under the AWR, except to the extent that any of the costs, claims, proceedings, expenses and demands arising were directly caused by the act or omissions of its employees, agents and subcontractors) to you, arising under the Customer (or in connection with this Agreement and/or your use any party acting on behalf of the Services. 15.2. Findmyshift warrants only that we will use commercially reasonable endeavours to ensure that Customer) or by any third-party in the Services shall perform substantially in accordance with our marketing materials provided to you. Consequentlysupply chain, Findmyshift provides the Services “as is” and “as available”for example, and makes no promises about the Services, their reliability, availability an umbrella company or accuracy. Furthermore, Findmyshift makes no warranty that the Services are fit for any particular purpose, and any such warranties implied or inferred by law or practice are hereby denied. 15.3other Employment Business. The parties agree that no other warranties have been expressed Customer shall indemnify and keep indemnified the Supplier against any losses incurred by the Supplier arising out of any Assignment or should be implied than those explicitly expressed in this Agreement, and should be excluded to the fullest extent permitted by law. 15.4. Nothing in this clause excludes Findmyshift’s liability for death or personal injury caused by Findmyshift’s negligence or for fraudulent acts or fraudulent misrepresentations made by Findmyshift. 15.5. Findmyshift will not be responsible or liable whether as a matter arising out of contract, tort or statute for any lost profits, opportunities, revenues, data, financial losses, intangible losses, goodwill or indirect, incidental, special, consequential, exemplary, or punitive damages howsoever arising under this Agreement. 15.6. The maximum aggregate liability of Findmyshift for any claims under this Agreement, including for any implied warranties, is limited to the amount you paid Findmyshift to use the Services (or, to supplying you the Services again) for the 12 months preceding the date on which the claim arose. 15.7. In all cases, Findmyshift will not be liable for any loss or damage that is not reasonably foreseeable. 15.8. The User acknowledges and agrees that any unauthorised use (as per this Agreement) of the Services non-compliance with and/or any related materials as a result of your negligent any breach of the AWR by the Customer or any party acting on behalf of the Customer. The Supplier shall recruit Sub-Contractors in the execution of the Contract to source Temporary work-seekers for hire to fulfil Assignments with the Customer and shall: validate the accuracy of the information supplied by that Approved Sub-Contractor utilised in the execution of the Contract on all Candidates that the Approved Sub-Contractor puts forward to the Supplier for Introduction by the Supplier to the Customer for hire on an Assignment; and provide an accessible pool of Candidates via those Approved Sub-Contractors to meet the Customer’s needs, including where there are possible shortages. Where Approved Sub-Contractors are utilised in the execution of the Contract, the Supplier shall be responsible for ensuring that the Sub-Contractor utilised: meets the requirements of this Framework Agreement Schedule 1 (Services) Sub-Schedule 1(a) (Service specification for the provision of Temporary work-seekers) and Framework Agreement Schedule 4 (Order Form & Call-Off Terms), the Contract and the Order; meets the required standards and policies of the Customer as advised In Writing by the Contract Manager; and in the case of a Sub-Contractor who is not other Framework Suppliers, the Supplier shall: have ascertained that the Sub-Contractor is suitable to act or omission would result as an Approved Sub-Contractor in irreparable damage the provision of the Services under the Contract; have vetted the Sub-Contractor and found to Findmyshift be suitable both in terms of their business and financial suitability; and have carried out an audit on the Approved Sub-Contractor to assess their compliance with relevant Policy, Legislation, the Contract and the Order; and on a quarterly basis carry out an audit and (as and when specified by the Customer) any additional spot checks. For some Customers these Supplier audits of the Approved Sub-Contractor and/or spot checks may be required more regularly. The Supplier will give rise operate a process for addressing different levels of anomalies, including implementation of an appropriate plan to a right to an indemnity address the non-compliance issues identified by the Supplier and suspension of the Approved Sub-Contractor from the User provision of the Services under the Contract for serious breaches. The Supplier shall report to Findmyshift. 15.9the Customer any anomalies in the form of an Assurance Issues Exception Report. Without limitation Where an anomaly is sufficiently serious to cause the suspension of the Approved Sub-Contractor from the provision of the Services under the Contract, the Customer will be notified immediately. re-assess the Approved Sub-Contractor on at least an annual basis throughout the duration of the Contract and as and when specified by the Customer. The Supplier shall have contractual arrangements in place to ensure that an Approved Sub-Contractor utilised in the execution of the Contract understands and recognises the Supplier’s and their obligations under the Framework and that they shall need to work with the Supplier to fulfil the Contract requirements: The Supplier shall operate a documented process for managing and working with Approved Sub-Contractors utilised in the execution of the Contract so that they can work together to fulfil the Contract requirements. This process should at least be in line with latest REC Code of Good Practice for Vendor Managed Service Providers (or any other rights Findmyshift may havealternate Good Industry Practice which is equivalent to and no less strict than the requirements described therein). For example, you agree the Supplier shall be required to indemnify demonstrate the highest principles of respect for Laws; respect for honesty and hold Findmyshifttransparency; respect for sustainability; respect for work relationships; respect for diversity; respect for prompt and accurate payment; respect for confidentiality and privacy; respect for fair trading and act at all times in accordance with latest Good Industry Practice when dealing with Candidates, its affiliatesTemporary work-seekers, employees, agents Customers and licensors harmless from and against all liabilities, legal fees, damages, losses, costs and other expenses Approved Sub-Contractors utilised in the execution of the Contract. The Supplier will conduct quarterly reviews of the performance of the Approved Sub-Contractor utilised in the execution of the Contract in relation to the KPIs and performance levels agreed with the Customer and provide the outcome and details of such reviews to the Contract Manager, where required/requested (this will be agreed in detail when defining the Part 1A Order Form (Relationship Agreement)); The Supplier acting reasonably will ensure that any claims feedback received from the Customer in relation to the provision of the Services is shared with Approved Sub-Contractors utilised in the execution of the Contract so that an Approved Sub-Contractor can learn from the feedback given and appropriately act upon it. The Supplier shall also seek feedback from the Approved Sub-Contractor utilised in the execution of the Contract to identify any issues with either the Supplier and/or the Customer that are affecting the Approved Sub-Contractor’s provision of the services and/or to provide opportunities for savings. The Supplier must have an adequate complaints procedure in place for receiving any complaints and/or issues from an Approved Sub-Contractor in the supply chain or actions brought against Findmyshift or utilised in the execution of the Contract. The Contract Manager shall be promptly informed of any such person arising out complaints and/or issues and the Supplier’s mechanisms for resolution, a summary of any breach which must be provided as part of the Contract performance review process. Any failures by you the Supplier (or where applicable, the Approved Sub-Contractor utilised in the execution of any the Contract) in their performance of the Services shall be addressed immediately by the Supplier and to the reasonable satisfaction of the Customer. At no time will the Customer accept liability for poor performance by the Supplier (or where applicable, the Approved Sub-Contractor utilised in the execution of the Contract) and the Supplier will be solely responsible for the resolution of the Customer’s complaints to the Customer’s reasonable satisfaction. The Supplier and/or the Approved Sub-Contractor utilised in the execution of the Contract may be suspended on a temporary or permanent basis if they fail to comply with performance and audit requirements. The Supplier shall provide an Approved Sub-Contractor with an appropriate means of contacting them, whether to register an interest in Introducing Temporary work-seekers to the Customer or to raise queries and resolve issues. Such means of contact will be by telephone and/or email. Where telephone charges may apply, these shall not be charged at premium rates and preferably calls shall be charged at a local rate or lower. In the interest of equal treatment and objectivity, all Approved Sub-Contractors utilised in the execution of the Contract should be engaged on the same terms and conditions of supply. Exceptions to this are to be agreed In Writing by the Supplier with the Contract Manager at the discretion of the Customer (or the Authority). The terms and conditions between the Approved Sub-Contractor and the Supplier will be no less favourable than those afforded to the Supplier under the Framework Agreement (except in relation to charge rates, which may vary). It is recognised that there may need to be some operational variation of the terms and conditions of this Agreement and for any other liabilities, damages, losses, costs and other expenses (including reasonable legal fees) arising out of your use supply due to the nature of the ServicesTemporary work-seeker, i.e. self-employed individuals and those provided via an Approved Sub-Contractor utilised in the execution of the Contract, but the Supplier needs to ensure that materially the agreements are consistent and fair in their approach. Where an Approved Sub-Contractor is utilised in the execution of the Contract, the Supplier shall, at the request of the Customer (or the Authority), arrange or support the arrangement of a ‘meet the Customer’ session in order to enable the Approved Sub-Contractor utilised to hear from and raise questions with the Customer (or the Authority) directly. Customers recognise the invaluable contribution of both BAMEs and SMEs to the economy and support the Government’s agenda to: “promote small business procurement, in particular by introducing an aspiration that twenty five (25) per cent of Government contracts should be awarded to small and medium sized businesses; and by publishing Government tenders in full online and free of charge”. Where the Supplier is not Introducing the Temporary work-seeker himself (i.e. the Supplier is either acting wholly as a Supply Chain Manager (Lot one provision) or is managing the supplementary supply of the Temporary work-seeker (Master Vendor - Lot two provision)), the Supplier shall advertise the Customer’s business opportunities in a fair and transparent manner, to: encourage competition from all potential and existing Approved Sub-Contractors and ensure that regardless of the size, stature or structure of that economic operator, i.e. may include, but not be limited to, Employment Businesses that are categorised as BAMEs and/or SMEs, they have the same and equal chance of fulfilling that Customer’s business opportunity; and drive value for money through a quality offering. The Supplier shall ensure that the articulation, packaging and grouping of the Customer’s business opportunity requirements shall not in any way discriminate for or against any potential Approved Sub-Contractor or sector of the supply chain.

Indemnity and Liability. 15.1. This Clause 15 sets out 10.1 The hirer agrees to indemnify and keep indemnified the entire financial liability licensor (and any of Findmyshift the licensor’s officers, employees, agents or contractors) against all actions, claims, proceedings, demands, liabilities, losses, damages, costs and reasonable legal expenses whatsoever by whomsoever made and howsoever arising or paid by or awarded against the licensor to the extent caused directly or indirectly by: (including a) the negligent act or omission and/or deliberate fault of the hirer or its visitors in connection with the event; (b) any liability for breach by the acts or omissions hirer of any of its obligations under this agreement; 10.2 The hirer hereby agrees and acknowledges that the licensor, its employees, agents and subcontractorsor contractors, shall not be liable for: (a) to youany damage, arising under loss, delay or in connection expense incurred by the hirer, the visitors or any other person connected with this Agreement and/or your use of the Services. 15.2. Findmyshift warrants only that we will use commercially reasonable endeavours to ensure that the Services shall perform substantially in accordance with our marketing materials provided to you. Consequentlyevent, Findmyshift provides the Services “as is” and “as available”, and makes no promises about the Services, their reliability, availability or accuracy. Furthermore, Findmyshift makes no warranty that the Services are fit for any particular purpose, and any such warranties implied or inferred by law or practice are hereby denied. 15.3. The parties agree that no other warranties have been expressed or should be implied than those explicitly expressed in this Agreement, and should be excluded to the fullest extent permitted by law. 15.4. Nothing in this clause excludes Findmyshift’s liability except for death or personal injury caused by Findmyshift’s resulting from the negligence or for fraudulent acts or fraudulent misrepresentations made by Findmyshift. 15.5. Findmyshift will not be responsible or liable whether as a matter of contract, tort or statute for any lost profits, opportunities, revenues, data, financial losses, intangible losses, goodwill or indirect, incidental, special, consequential, exemplary, or punitive damages howsoever arising under this Agreement. 15.6. The maximum aggregate liability of Findmyshift for any claims under this Agreement, including for any implied warranties, is limited to the amount you paid Findmyshift to use the Services (or, to supplying you the Services again) for the 12 months preceding the date on which the claim arose. 15.7. In all cases, Findmyshift will not be liable for any loss or damage that is not reasonably foreseeable. 15.8. The User acknowledges and agrees that any unauthorised use (as per this Agreement) of the Services and/or any related materials as a result of your negligent act or omission would result in irreparable damage to Findmyshift and will give rise to a right to an indemnity from the User to Findmyshift. 15.9. Without limitation to any other rights Findmyshift may have, you agree to indemnify and hold Findmyshiftlicensor, its affiliates, employees, agents or contractors; (b) any national insurance, personal income tax, value added tax or other tax liability which may arise out of the hirer’s obligations under this agreement; (c) damage, theft or loss of any premises goods, articles, possessions, objects or similar things used, kept or left on or at the premises; or (d) the hirer's breach of copyright. 10.3 The hirer must, at the earliest opportunity, notify the licensor of any claim, dispute, action or summons in connection with the event and licensors harmless from and against all liabilitiesmust provide such details as the licensor may require. If it appears likely that the licensor may be joined in any proceedings, legal fees, damages, losses, costs and other expenses in relation to any claims then the hirer: (a) must not settle or actions brought against Findmyshift or compromise any such person arising out of any breach by you of any proceedings without the licensor’s prior written consent; (b) must keep the licensor informed of the terms progress of this Agreement such proceedings; and for will indemnify the licensor against any other liabilities, damages, losses, costs and other expenses (including reasonable legal fees) arising out liability in respect of your use of the Servicessuch proceedings.

Indemnity and Liability. 15.1. This Clause 15 sets out 22.1 The Licensee will at all times (notwithstanding the entire financial liability termination of Findmyshift this Agreement) indemnify and keep indemnified the Virgin Group (together with their officers, servants and agents) against all liabilities, costs, expenses (including without limitation legal, professional and other expenses) including any liability for applicable but irrevocable VAT, damages or losses of any nature whatsoever suffered by or payable by the acts or omissions Virgin Group (together with their officers, servants and agents) arising from (i) the Licensee’s breach of its employees, agents and subcontractorsthis Agreement; (ii) to you, any claim arising under or in connection with this Agreement and/or your use from the Licensee’s operation of the Services. 15.2. Findmyshift warrants only Licensed Activities (except to the extent such claim results from a breach by VEL of this Agreement); or (iii) action taken by the Licensee under Clause 11.4, save that we will use commercially reasonable endeavours to ensure that the Services such indemnification shall perform substantially in accordance with our marketing materials (a) not apply, save as provided to you. Consequently, Findmyshift provides the Services “as is” and “as available”, and makes no promises about the Services, their reliability, availability or accuracy. Furthermore, Findmyshift makes no warranty that the Services are fit for any particular purpose, and any such warranties implied or inferred by law or practice are hereby denied. 15.3. The parties agree that no other warranties have been expressed or should be implied than those explicitly expressed elsewhere in this Agreement, to any tax payable by VEL or VEL’s Group as a result of such breach or actions by Licensee, and should (b) be excluded paid on an after-tax basis to the fullest extent permitted by lawrecipient of the indemnification payment. 15.4. 22.2 Indemnification of the indemnified party by the indemnifying party with respect to a third-party claim hereunder shall be conditional upon the indemnified party (a) providing prompt written notification to the other party thereof, (b) making no admission other than as advised by counsel in connection with the legal process relating thereto, (c) using all reasonable endeavours to mitigate its liabilities, costs, expenses, damages and losses (d) allowing the other party, acting reasonably, to conduct and settle all negotiations and proceedings, and (e) reasonably cooperating with the indemnifying party in connection therewith. 22.3 VEL will at all times (notwithstanding the termination of this Agreement) indemnify and keep indemnified the Licensee and its Affiliates (together with their officers, servants and agents) against all liabilities, costs, expenses (including without limitation legal, professional and other expenses) including any applicable but irrevocable VAT, damages or losses of any nature whatsoever suffered by or payable by the Licensee’s Affiliates (together with their officers, servants and agents) arising from (i) VEL’s breach of Clause 21 of this Agreement; or (ii) action taken by VEL under Clause 11.2(a), save that such indemnification shall (a) not apply, save as provided elsewhere in this Agreement, to any tax payable by the Licensee or the Licensee’s Group as a result of such breach or actions by VEL, and (b) be paid on an after-tax basis to the recipient of the indemnification payment. 22.4 Indemnification of the Licensee by, and any other liability of, VEL with respect to any claim hereunder shall be: (a) subject to a cumulative cap in the aggregate of USD $[***] million, increasing by CPI Increase upon each anniversary of the Commencement Date. 22.5 Indemnification of VEL by, and any other liability of, the Licensee with respect to any claim hereunder shall be: (a) subject to a cumulative cap in the aggregate of USD $[***] million, increasing by CPI Increase upon each anniversary of the Commencement Date, provided that the obligation to pay Royalties then due and payable or an Exit Fee shall be wholly excluded from this cap. 22.6 Nothing in this clause excludes FindmyshiftAgreement shall limit or exclude either party’s liability (a) for any loss to the extent it is caused by fraud, dishonesty or deceit; (b) for death or personal injury caused by Findmyshift’s negligence its (or for fraudulent acts its agents’ negligence); or fraudulent misrepresentations made (c) that may not otherwise be limited or excluded by Findmyshiftapplicable laws. 15.5. Findmyshift will not 22.7 Neither party shall be responsible or liable whether as based on a matter of claim in contract, tort (including negligence), under an indemnity, breach of statutory duty or statute otherwise arising out of, or in relation to, this Agreement for any lost profits, opportunities, revenues, data, financial losses, intangible losses, goodwill or indirect, incidental, special, consequential, exemplary, special or punitive damages howsoever arising under this Agreement. 15.6. The maximum aggregate liability of Findmyshift for any claims under this Agreement, including for any implied warranties, is limited to the amount you paid Findmyshift to use the Services (or, to supplying you the Services again) for the 12 months preceding the date on which the claim arose. 15.7. In all cases, Findmyshift will not be liable for any consequential loss or damage that is not reasonably foreseeabledamage. 15.8. The User acknowledges and agrees that any unauthorised use (as per this Agreement) of the Services and/or any related materials as a result of your negligent act or omission would result in irreparable damage to Findmyshift and will give rise to a right to an indemnity from the User to Findmyshift. 15.9. Without limitation to any other rights Findmyshift may have, you agree to indemnify and hold Findmyshift, its affiliates, employees, agents and licensors harmless from and against all liabilities, legal fees, damages, losses, costs and other expenses in relation to any claims or actions brought against Findmyshift or any such person arising out of any breach by you of any of the terms of this Agreement and for any other liabilities, damages, losses, costs and other expenses (including reasonable legal fees) arising out of your use of the Services.

Indemnity and Liability. 15.111.1. This Clause 15 sets out The Institution acknowledges and agrees that the entire financial liability of Findmyshift (including any liability for the acts or omissions of its employees, agents and subcontractors) to you, arising under or in connection with this Agreement and/or your use of the Services. 15.2. Findmyshift warrants Study Data is for non-commercial research purposes only that we will and such use commercially reasonable endeavours to ensure that the Services shall perform substantially in accordance with our marketing materials provided to you. Consequently, Findmyshift provides the Services “is made available by UCL free of charge on an "as is” and “as available”" basis. UCL makes no representations, and makes gives no promises about warranties or undertakings, in respect of the ServicesStudy Data. All warranties, their reliabilityconditions, availability terms, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing or accuracy. Furthermore, Findmyshift makes no warranty that the Services are fit for any particular purpose, and any such warranties implied or inferred by law or practice otherwise are hereby denied. 15.3. The parties agree that no other warranties have been expressed or should be implied than those explicitly expressed in this Agreement, and should be excluded to the fullest extent permitted by law. 15.411.2. UCL acknowledges and agrees that the Derived Data and Results are made available by the Institution free of charge on an "as is" basis. The Institution makes no representations, and gives no warranties or undertakings, in respect of the Derived Data and Results. All warranties, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing or otherwise are hereby excluded to the fullest extent permitted by law. 11.3. The Institution shall indemnify UCL in full for all losses, claims, expenses and damages incurred by UCL from any claims made against UCL by Data Subjects as a result of the Institution’s breach of this Agreement or Data Protection Laws. 11.4. Nothing in this clause excludes Findmyshift’s Agreement shall exclude or limit a Party's liability for death or personal injury caused by Findmyshift’s negligence or for fraudulent acts arising from its negligence, fraud or fraudulent misrepresentations made misrepresentation or any other liability that cannot be limited or excluded by Findmyshiftlaw. 15.511.5. Findmyshift will not be responsible or liable whether as a matter of contract, tort or statute for any lost profits, opportunities, revenues, data, financial losses, intangible losses, goodwill or indirect, incidental, special, consequential, exemplary, or punitive damages howsoever arising under this AgreementSubject to Clause 11.4.: 15.6. The maximum aggregate liability of Findmyshift for any claims under this Agreement, including for any implied warranties, is limited to the amount you paid Findmyshift to use the Services (or, to supplying you the Services againa) for the 12 months preceding the date on which the claim arose. 15.7. In all cases, Findmyshift will UCL shall not be liable to the Institution for any loss or damage that is not reasonably foreseeable. 15.8. The User acknowledges and agrees that any unauthorised use (as per this Agreement) of the Services and/or any related materials as a result of your negligent act or omission would result in irreparable damage to Findmyshift and will give rise to a right to an indemnity from the User to Findmyshift. 15.9. Without limitation to any other rights Findmyshift may have, you agree to indemnify and hold Findmyshift, its affiliates, employees, agents and licensors harmless from and against all liabilities, legal fees, damages, losses, costs and other expenses in relation to any claims or actions brought against Findmyshift or any such person arising out of any breach by you of any the Institution's use of the terms Study Data; (b) the Institution shall not be liable to UCL for any loss or damage arising out of UCL's use of the Derived Data and Results; (c) neither Party shall be liable to the other for any indirect or consequential loss or damage arising out of or in connection with this Agreement. 11.6. Subject to Clause 11.4., UCL's total liability to the Institution under or in connection with this Agreement (whether such liability arises under any statute or in contract, tort (including negligence) or otherwise) shall be limited to £500,000. 11.7. Subject to Clause 11.4., the Institution's total liability to UCL under or in connection with this Agreement (whether such liability arises under any statute or in contract, tort (including negligence) or otherwise) shall be limited to £500,000. 11.8. The Institution shall throughout the term of this Agreement and for any other liabilities, damages, losses, costs three years thereafter ensure that it has appropriate arrangements in place to meet its obligations and other expenses (including reasonable legal fees) arising out of your use of the Servicesliabilities under this Agreement either through insurance or directly from public funds.