Common use of Indemnity and Limitation of Liability Clause in Contracts

Indemnity and Limitation of Liability. 22.1. Subject to the Applicable Laws, Rules and/or Regulations, you will indemnify us, and keep us indemnified on demand, in respect of all liabilities, Losses or costs of any kind or nature whatsoever that may be incurred by us as a direct or indirect result of any failure by you to perform any of your obligations under this Agreement, in relation to any Transaction or in relation to any false information or declaration made either to us or to any third party, in particular to any Exchange. You acknowledge that this indemnity extends to our legal and administrative costs and expenses incurred in respect of preparing for and taking any legal or investigatory action against you, or instructing any debt collection agency, to recover monies owed by you to us. 22.2. To the extent permitted by law, you will indemnify, protect and hold us harmless from and against all Losses, liabilities, judgements, suits, actions, proceedings, claims, damages or costs resulting from or arising out of any act or omission by any person obtaining access to your Account whether or not you authorized such access. 22.3. To the fullest extent permitted by law, you release, discharge and indemnify and agree to keep FinPros and its respective officers, employees, agents and representatives indemni- fied from and against all claims arising out of: a) any default, whether by your act or omission under this Agreement or any Order or Transaction; b) any breach by you of any Applicable Laws, Rules and/or Regulations; c) any representation or warranty made or given by you under this Agreement prov- ing to be untrue or incorrect; d) any error, omission, fraud, malfeasance, negligence, misappropriation or criminal act or omission by you or by any of your clients, employees, agents or Authorized Representative, consultants or servants; e) any failure of any of your computer or electronic systems or networks to perform, be available or successfully transmit data to FinPros, or any error or inadequacy in the data or information input into such systems or networks by you; f) any delays in processing any Order including, for example (but not limited to), as a result of systems or market delays, or due to verification or filtering procedures or unauthorized processes, email delays or due to telephone call waiting time or ad- herence to internal policies and procedures; g) anything lawfully done by FinPros in accordance with, pursuant or incidental to this Agreement; h) any instruction, request or direction given by you; i) by reason of FinPros complying with any direction, request or requirement of Appli- cable Laws, Rules and/or Regulations, any Underlying Market or CS Facility, any government body or any regulatory body having jurisdiction over FinPros or any hedge counterparty; j) arising from and in connection with or in any way related to FinPros in good faith accepting and acting on instructions received by facsimile transmission, email or by other means of any kind which are signed by or purported to be signed by you or any Authorized Representative; or k) any failure or delay by a hedge counterparty to meet its obligations to FinPros in respect of or in relation to (including by corresponding with) your Transactions and any payments made in respect of them, except only to the extent attributable to the breach of this Agreement by FinPros or the gross negligence or fraud by FinPros. 22.4. FinPros excludes all liability in contract, tort or otherwise relating to or resulting from use of any services we provide under this Agreement and for any Loss incurred by you directly or indirectly, including without limitation as a result of or arising out of: a) your use of an Electronic Trading Service; b) any inaccuracy, error or delay in or omission from any information provided to you under this Agreement including the Electronic Trading Service; c) any delays or failures or inaccuracies, or loss of access to, the provision of a service to you including, without limitation, any delay, failure or inaccuracy in, or the loss of access to, the Electronic Trading Service or in respect of the transmission of Orders or any other information; d) any misinterpretation of your Orders or instructions which are unclear, ambiguous, or not specific; e) any inability by you to open or Close Out a Transaction; f) anything which is beyond our control and the effect of which is beyond our control to avoid; and g) any government restriction, Exchange or market rulings, suspension of trading, computer or telephone failure, unlawful access to our Electronic Trading Service, theft, sabotage, war, earthquakes, strike, Force Majeure Event and, without limita- tion, any other conditions beyond our control. 22.5. Unless we are prohibited from excluding such liability by law (for example, for losses re- lating to death or personal injury or caused by our fraud), we will not be liable for any direct, indirect, special, incidental, punitive or consequential damages (including, without limitation, loss of business, loss of profits, failure to avoid a loss, loss of data, loss or cor- ruption of data, loss of goodwill or reputation) caused by any act or omission of ours under this Agreement. 22.6. If and to the extent that we are found liable for any losses or damages in relation to a Transaction or your dealings with us then, unless we are prohibited from limiting such li- ability by law, the maximum amount of our liability to you will be limited to the amount of Transaction Fees, commission or Spread paid or payable by you in respect of that Trans- action. You acknowledge and agree that this provision is reasonable given the relation- ship of the parties and the nature and features of the Financial Products.

Indemnity and Limitation of Liability. 22.1You hereby agree to hold Wealthsimple, its directors, officers, shareholders, employees and agents harmless and to release such parties from any and all damages, actions, causes of action, debits, charges, expenses, or other losses arising out of the operation of the Accounts, except for any losses, costs or damage arising out of or in connection with Wealthsimple’s breach of the Standard of Care and you further agree to indemnify such parties and hold them harmless for all damages, actions, causes of actions, causes of action, debits, charges, expenses, or other losses arising out of or in connection with your illegal or fraudulent use of the Accounts. Subject Neither Wealthsimple, its directors, officers, shareholders, employees and agents will have any liability arising during the term of this Agreement for any claims for direct damages to you for errors or omissions that occur in the Applicable Lawscourse of, Rules and/or Regulationsarise from, you will indemnify usor which are related to, and keep us indemnified on demand, in respect of all liabilities, Losses or costs of any kind or nature whatsoever that may be incurred transactions by us as a direct for your Wealthsimple Account, unless such errors or indirect result omissions are caused by the failure of Wealthsimple to meet the Standard of Care. Neither the Portfolio Manager, its directors, officers, shareholders, employees and agents will have any failure by liability to you to perform in any of your obligations under this Agreementcircumstances for any indirect, in relation to any Transaction consequential, special or in relation to any false information or declaration made either to us or to any third party, in particular to any Exchangepunitive damages. You acknowledge that this indemnity extends your investment objectives, stated in an Investor Policy Statement are to our legal be considered only as goals, and administrative costs and expenses incurred while Wealthsimple will invest Account Assets only in respect of preparing those securities which, in its judgment, are suitable for and taking any legal or investigatory action against youan Account considering (among other things) such objectives, or instructing any debt collection agency, to recover monies owed by you to us. 22.2. To the extent permitted by law, you will indemnify, protect and hold us harmless from and against all Losses, liabilities, judgements, suits, actions, proceedings, claims, damages or costs resulting from or arising out Portfolio Manager does not guarantee the results of any act investment and will not be responsible in the event that some or omission by any person obtaining access to your all of such investment objectives are not realized. Disclosure regarding investment risk is described in the Investment Risk Disclosure section of Wealthsimple’s website which is available here: xxxxx://xxx.xxxxxxxxxxxx.xxx/en-ca/legal/disclosure. You acknowledge that you have read and understand such disclosure. If the Account whether or not you authorized such access. 22.3. To the fullest extent permitted by law, you release, discharge and indemnify and agree to keep FinPros and its respective officers, employees, agents and representatives indemni- fied from and against all claims arising out of: a) any default, whether by your act or omission under this Agreement or any Order or Transaction; b) any breach by you of any Applicable Laws, Rules and/or Regulations; c) any representation or warranty made or given by you under this Agreement prov- ing to be untrue or incorrect; d) any error, omission, fraud, malfeasance, negligence, misappropriation or criminal act or omission by you or by any Assets are only a portion of your clients, employees, agents or Authorized Representative, consultants or servants; e) any failure of any of your computer or electronic systems or networks to perform, be available or successfully transmit data to FinPros, or any error or inadequacy in the data or information input into such systems or networks by you; f) any delays in processing any Order including, for example (but not limited to), as a result of systems or market delays, or due to verification or filtering procedures or unauthorized processes, email delays or due to telephone call waiting time or ad- herence to internal policies and procedures; g) anything lawfully done by FinPros in accordance with, pursuant or incidental to this Agreement; h) any instruction, request or direction given by you; i) by reason of FinPros complying with any direction, request or requirement of Appli- cable Laws, Rules and/or Regulations, any Underlying Market or CS Facility, any government body or any regulatory body having jurisdiction over FinPros or any hedge counterparty; j) arising from and in connection with or in any way related to FinPros in good faith accepting and acting on instructions received by facsimile transmission, email or by other means of any kind which are signed by or purported to be signed by you or any Authorized Representative; or k) any failure or delay by a hedge counterparty to meet its obligations to FinPros in respect of or in relation to (including by corresponding with) your Transactions and any payments made in respect of them, except only to the extent attributable to the breach of this Agreement by FinPros or the gross negligence or fraud by FinPros. 22.4. FinPros excludes all liability in contract, tort or otherwise relating to or resulting from use of any services we provide under this Agreement and for any Loss incurred by you directly or indirectly, including without limitation as a result of or arising out of: a) your use of an Electronic Trading Service; b) any inaccuracy, error or delay in or omission from any information provided to you under this Agreement including the Electronic Trading Service; c) any delays or failures or inaccuracies, or loss of access to, the provision of a service to you including, without limitation, any delay, failure or inaccuracy in, or the loss of access to, the Electronic Trading Service or in respect of the transmission of Orders or any other information; d) any misinterpretation of your Orders or instructions which are unclear, ambiguous, or not specific; e) any inability by you to open or Close Out a Transaction; f) anything which is beyond our control and the effect of which is beyond our control to avoid; and g) any government restriction, Exchange or market rulings, suspension of trading, computer or telephone failure, unlawful access to our Electronic Trading Service, theft, sabotage, war, earthquakes, strike, Force Majeure Event and, without limita- tion, any other conditions beyond our control. 22.5. Unless we are prohibited from excluding such liability by law (for example, for losses re- lating to death or personal injury or caused by our fraud)total assets, we will not be liable responsible for (a) any direct, indirect, special, incidental, punitive or consequential damages (including, without limitation, loss of business, loss of profits, failure to avoid a loss, loss of data, loss or cor- ruption of data, loss of goodwill or reputation) caused by any act or omission of ours under this Agreement. 22.6. If and to the extent that we are found liable for any losses or damages in relation to a Transaction or your dealings with us then, unless we are prohibited from limiting such li- ability by law, the maximum amount of our liability to you will be limited to the amount of Transaction Fees, commission or Spread paid or payable by you in respect of that Trans- action. You acknowledge and agree that this provision is reasonable given the relation- ship assets outside of the parties and the nature and features Account Assets; or (b) diversifying all of the Financial Productsyour assets.

Indemnity and Limitation of Liability. 22.1A. Participant agrees to indemnify and hold harmless TDA, their employees and agents from and against any and all claims, losses, demands, obligations, causes of action and lawsuits and all damages (including punitive and exemplary damages), liabilities (including strict liability), fines, judgments, costs (including settlement costs) and expenses, including the payment or reasonable attorney fees (collectively referred to as “Damages”). Subject Claims for damages may arise from the following list, which is not exhaustive: (1) the failure of Participant to comply with the terms and conditions of the Participant Agreement; (2) the services performed, promotions offered, or actions taken by Participant in connection with their participation in the Pavilion; (3) the distribution of any of samples, products or materials by Participant; (4) defects in the Participant’s booth, fixtures or equipment provided by Participant; (5) Participant’s unauthorized use, misuse, infringement or dilution of trademarks, intellectual property or copyrights belonging to the Applicable LawsFair, Rules and/or Regulations, you will indemnify us, and keep us indemnified on demand, in respect of all liabilities, Losses TDA or costs of any kind or nature whatsoever that may be incurred by us as a direct or indirect result of any failure by you to perform any of your obligations under this Agreement, in relation to any Transaction or in relation to any false information or declaration made either to us or to any third party; (6) the failure of Participant to comply with any applicable federal, state or local law that may affect the obligations hereunder; (7) the negligent acts or omissions of Participant; or (8) defects in particular the design, assembly or manufacture of any product provided by Participants. TDA does not waive any right to bring further legal action as authorized by law. B. Participant agrees to hold harmless TDA, its employees or agents for lost profit or other financial loss of any type or description, including but not limited to any Exchangespecial, indirect, reliance, incidental or consequential damages, which may be caused directly or indirectly from: (i) participation in the Pavilion; (ii) termination of the Participant Agreement for any reason; (iii) operational delays by Fair or TDA; or, (iv) service inadequacies within the Pavilion, including the Store. You acknowledge that this indemnity extends TDA does not guarantee sales or profit from participation in the Store, Porch or other designated sales areas. Participant agrees it will continue to our legal pay all charges and administrative costs other sums due to Fair and expenses incurred TDA hereunder irrespective of any such claim, loss, damage or expense until the Participant Agreement is terminated in respect of preparing for and taking any legal or investigatory action against you, or instructing any debt collection agency, to recover monies owed by you to usaccordance with these terms. 22.2. To the extent permitted by law, you will indemnify, protect and hold us harmless from and against all Losses, liabilities, judgements, suits, actions, proceedings, claims, C. Participants agree to pay TDA for any damages or costs resulting from or arising out of any act or omission by any person obtaining access negligence of Participants. Such sum may be necessary to your Account whether or not you authorized such accessrestore the premises to their original condition. 22.3. To the fullest extent permitted by law, you release, discharge and indemnify and agree to keep FinPros and its respective officers, employees, agents and representatives indemni- fied from and against all claims arising out of: a) any default, whether by your act or omission under this Agreement or any Order or Transaction; b) any breach by you of any Applicable Laws, Rules and/or Regulations; c) any representation or warranty made or given by you under this Agreement prov- ing to be untrue or incorrect; d) any error, omission, fraud, malfeasance, negligence, misappropriation or criminal act or omission by you or by any of your clients, employees, agents or Authorized Representative, consultants or servants; e) any failure of any of your computer or electronic systems or networks to perform, be available or successfully transmit data to FinPros, or any error or inadequacy in the data or information input into such systems or networks by you; f) any delays in processing any Order including, for example (but not limited to), as a result of systems or market delays, or due to verification or filtering procedures or unauthorized processes, email delays or due to telephone call waiting time or ad- herence to internal policies and procedures; g) anything lawfully done by FinPros in accordance with, pursuant or incidental to this Agreement; h) any instruction, request or direction given by you; i) by reason of FinPros complying with any direction, request or requirement of Appli- cable Laws, Rules and/or Regulations, any Underlying Market or CS Facility, any government body or any regulatory body having jurisdiction over FinPros or any hedge counterparty; j) arising from and in connection with or in any way related to FinPros in good faith accepting and acting on instructions received by facsimile transmission, email or by other means of any kind which are signed by or purported to be signed by you or any Authorized Representative; or k) any failure or delay by a hedge counterparty to meet its obligations to FinPros in respect of or in relation to (including by corresponding with) your Transactions and any payments made in respect of them, except only to the extent attributable to the breach of this Agreement by FinPros or the gross negligence or fraud by FinPros. 22.4. FinPros excludes all liability in contract, tort or otherwise relating to or resulting from use of any services we provide under this Agreement and for any Loss incurred by you directly or indirectly, including without limitation as a result of or arising out of: a) your use of an Electronic Trading Service; b) any inaccuracy, error or delay in or omission from any information provided to you under this Agreement including the Electronic Trading Service; c) any delays or failures or inaccuracies, or loss of access to, the provision of a service to you including, without limitation, any delay, failure or inaccuracy in, or the loss of access to, the Electronic Trading Service or in respect of the transmission of Orders or any other information; d) any misinterpretation of your Orders or instructions which are unclear, ambiguous, or not specific; e) any inability by you to open or Close Out a Transaction; f) anything which is beyond our control and the effect of which is beyond our control to avoid; and g) any government restriction, Exchange or market rulings, suspension of trading, computer or telephone failure, unlawful access to our Electronic Trading Service, theft, sabotage, war, earthquakes, strike, Force Majeure Event and, without limita- tion, any other conditions beyond our control. 22.5. Unless we are prohibited from excluding such liability by law (for example, for losses re- lating to death or personal injury or caused by our fraud), we will not be liable for any direct, indirect, special, incidental, punitive or consequential damages (including, without limitation, loss of business, loss of profits, failure to avoid a loss, loss of data, loss or cor- ruption of data, loss of goodwill or reputation) caused by any act or omission of ours under this Agreement. 22.6. If and to the extent that we are found liable for any losses or damages in relation to a Transaction or your dealings with us then, unless we are prohibited from limiting such li- ability by law, the maximum amount of our liability to you will be limited to the amount of Transaction Fees, commission or Spread paid or payable by you in respect of that Trans- action. You acknowledge and agree that this provision is reasonable given the relation- ship of the parties and the nature and features of the Financial Products.

Indemnity and Limitation of Liability. 22.1. Subject to the Applicable Laws16.1 IPS shall indemnify, Rules and/or Regulationshold harmless and, you will indemnify usat COAF’s request, defend COAF and its officers, directors, and keep us indemnified on demand, in respect of employees from and against any and all liabilities, Losses losses, claims or costs of any kind or nature whatsoever that expenses (Including reasonable attorneys’ fees) COAF may be incurred by us as a direct or indirect result of any failure by you to perform any of your obligations under this Agreement, in relation to any Transaction or in relation to any false information or declaration made either to us or to any third party, in particular to any Exchange. You acknowledge that this indemnity extends to our legal and administrative costs and expenses incurred in respect of preparing for and taking any legal or investigatory action against you, or instructing any debt collection agency, to recover monies owed by you to us. 22.2. To the extent permitted by law, you will indemnify, protect and hold us harmless from and against all Losses, liabilities, judgements, suits, actions, proceedings, claims, damages or costs resulting from or arising out of any act or omission by any person obtaining access to your Account whether or not you authorized such access. 22.3. To the fullest extent permitted by law, you release, discharge and indemnify and agree to keep FinPros and its respective officers, employees, agents and representatives indemni- fied from and against all claims arising out of: a) any default, whether by your act or omission under this Agreement or any Order or Transaction; b) any breach by you of any Applicable Laws, Rules and/or Regulations; c) any representation or warranty made or given by you under this Agreement prov- ing to be untrue or incorrect; d) any error, omission, fraud, malfeasance, negligence, misappropriation or criminal act or omission by you or by any of your clients, employees, agents or Authorized Representative, consultants or servants; e) any failure of any of your computer or electronic systems or networks to perform, be available or successfully transmit data to FinPros, or any error or inadequacy in the data or information input into such systems or networks by you; f) any delays in processing any Order including, for example (but not limited to), as a result of systems or market delays, or due to verification or filtering procedures or unauthorized processes, email delays or due to telephone call waiting time or ad- herence to internal policies and procedures; g) anything lawfully done by FinPros in accordance with, pursuant or incidental to this Agreement; h) any instruction, request or direction given by you; i) by reason of FinPros complying with any direction, request or requirement of Appli- cable Laws, Rules and/or Regulations, any Underlying Market or CS Facility, any government body or any regulatory body having jurisdiction over FinPros or any hedge counterparty; j) arising from and incur in connection with or in any way related to FinPros in good faith accepting and acting on instructions received by facsimile transmission, email or by other means of any kind which are signed by or purported to be signed by you or any Authorized Representative; or k) any failure or delay by a hedge counterparty to meet its obligations to FinPros in respect of or in relation to (including by corresponding with) your Transactions and any payments made in respect of them, except only to the extent attributable to the breach of this Agreement by FinPros or the gross negligence or fraud by FinPros. 22.4. FinPros excludes all liability Services performed hereunder, whether such liabilities arise in contract, tort or otherwise relating otherwise, when and to the extent such liabilities arise directly out of IPS’s negligence or the intentional wrongful acts or omissions of its agents, officers, directors employees or subcontractors. IPS’s liability shall not extend to any liabilities, losses, claims or expenses resulting from use of any services we provide under this Agreement and for any Loss incurred by you directly or indirectly, including without limitation as a result of or arising out of: a) your use of an Electronic Trading Service; b) any inaccuracy, error or delay in or omission from any information provided to you under this Agreement including the Electronic Trading Service; c) any delays or failures or inaccuracies, or loss of access to, the provision of a service to you including, without limitation, any delay, failure or inaccuracy in, or the loss of access to, the Electronic Trading Service or in respect of the transmission of Orders or any other information; d) any misinterpretation of your Orders or instructions which are unclear, ambiguous, or not specific; e) any inability by you to open or Close Out a Transaction; f) anything which is beyond our control and the effect of which is beyond our control to avoid; and g) any government restriction, Exchange or market rulings, suspension of trading, computer or telephone failure, unlawful access to our Electronic Trading Service, theft, sabotage, war, earthquakes, strike, Force Majeure Event and, without limita- tion, any other conditions beyond our controlCOAF’s sole negligence. 22.5. Unless we are prohibited 16.2 If IPS fails to cause any subcontractor to execute an indemnification agreement in favor of COAF in substantially the same form as the above paragraph, COAF reserves the right to disapprove any such subcontractor. 16.3 COAF shall indemnify and hold harmless IPS, its officers, directors, employees, and agents, and their respective successors and assigns, from excluding such liability by law (for exampleand against any and all claims, for losses re- lating to death or personal injury or caused by our fraud)liabilities, we will not be liable for any directlosses, indirectdamages, special, incidental, punitive or consequential damages costs and expenses (including, without limitation, loss attorneys’ fees and costs of businesslitigation) relating to the use made by COAF of the Services, loss regardless of profitsform, failure to avoid a losswhether in contract, loss of datastatute, loss strict liability, tort (including, without limitation, negligence), or cor- ruption of dataotherwise, loss of goodwill or reputation) caused by any act or omission of ours under this Agreement. 22.6. If and except to the extent that we are found it is finally judicially determined that such claims, liabilities, losses, damages, costs or expenses were caused by negligence, bad faith, or willful misconduct on the part of an indemnified party. 16.4 As a condition to the foregoing indemnity obligations, the indemnified party shall provide the indemnifying party with prompt notice of any claim for which indemnification shall be sought hereunder and shall cooperate in all reasonable respects with the indemnifying party in connection with any such claim. 16.5 As a material inducement for IFS to provide the Services for the Fees stated herein, COAF agrees that, in no event, shall IPS be liable for (a) any losses loss, expense or damage associated with COAF’s or a third party’s loss of revenue, profits, savings, business or goodwill or (b) any indirect, exemplary, proximate, consequential or incidental damages in relation and expenses of any nature relating to a Transaction the Agreement or your dealings with us thenthe Services, unless we are prohibited from limiting such li- ability by law, the maximum amount of our IPS’s [***] liability to you will COAF, other than for [***] and [***], shall be limited [***]. 16.6 Subject to the limitations set forth in this Article, IPS shall reimburse COAF for any amount COAF is obligated to pay any of Transaction Fees, commission its customers due to IPS’s failure to process such customer’s payment in accordance with Schedule A. 16.7 This Article shall survive termination or Spread paid or payable by you in respect expiration of that Trans- action. You acknowledge and agree that this provision is reasonable given the relation- ship of the parties and the nature and features of the Financial ProductsAgreement.

Indemnity and Limitation of Liability. 22.1. Subject A. Participant agrees to the Applicable Laws, Rules and/or Regulations, you will indemnify us, and keep us indemnified on demand, in respect of all liabilities, Losses or costs of any kind or nature whatsoever that may be incurred by us as a direct or indirect result of any failure by you to perform any of your obligations under this Agreement, in relation to any Transaction or in relation to any false information or declaration made either to us or to any third party, in particular to any Exchange. You acknowledge that this indemnity extends to our legal and administrative costs and expenses incurred in respect of preparing for and taking any legal or investigatory action against you, or instructing any debt collection agency, to recover monies owed by you to us. 22.2. To the extent permitted by law, you will indemnify, protect defend and hold us harmless TDA, their employees and agents from and against any and all Losses, liabilities, judgements, suits, actions, proceedings, claims, losses, demands, obligations, causes of action and lawsuits and all damages (including punitive and exemplary damages), liabilities (including strict liability), fines, judgments, costs (including settlement costs) and expenses, including the payment or costs resulting from or reasonable attorney fees, arising out of or relating to participation in the Fair, which are collectively referred to as “Damages”. Claims may arise for a variety of reasons, including the matters described on the following list, which is not exhaustive: (1) the failure of Participant to comply with the terms and conditions of the Participant Agreement; (2) the services performed, promotions offered, or actions taken by Participant in connection with their participation in the Pavilion; (3) the distribution of any of samples, products or materials by Participant; (4) defects in the Participant’s booth, fixtures or equipment provided by Participant; (5) Participant’s unauthorized use, misuse, infringement or dilution of trademarks, intellectual property or copyrights belonging to the Fair, TDA or a third party; (6) the failure of Participant to comply with any applicable federal, state or local law that may affect the obligations hereunder; (7) the negligent acts or omissions of Participant; or (8) defects in the design, assembly or manufacture of any product provided by Participants. TDA does not waive any right to bring legal action against Participant or other parties as authorized or required by law. B. Participant agrees to indemnify, defend and hold harmless TDA, its employees or agents for lost profits or other financial loss of any type or description, including but not limited to any special, indirect, reliance, incidental or consequential damages, which may be caused directly or indirectly from: (i) participation in the Pavilion; (ii) termination of the Participant Agreement for any reason; (iii) operational delays by Fair or TDA; or, (iv) service inadequacies within the Pavilion, including the Store. TDA does not guarantee sales or profit from participation in the Store, Porch or other designated sales areas. Participant agrees it will continue to pay all charges and other sums due to Fair and TDA hereunder irrespective of any such claim, loss, damage or expense as required by the Participant Agreement. C. Participants agree to pay TDA for any damages resulting from any act or omission by any person obtaining access negligence of Participants. Such sum may include costs necessary to your Account whether or not you authorized such accessrestore the premises to their original condition. 22.3. To the fullest extent permitted by law, you release, discharge and indemnify and agree to keep FinPros and its respective officers, employees, agents and representatives indemni- fied from and against all claims arising out of: a) any default, whether by your act or omission under this Agreement or any Order or Transaction; b) any breach by you of any Applicable Laws, Rules and/or Regulations; c) any representation or warranty made or given by you under this Agreement prov- ing to be untrue or incorrect; d) any error, omission, fraud, malfeasance, negligence, misappropriation or criminal act or omission by you or by any of your clients, employees, agents or Authorized Representative, consultants or servants; e) any failure of any of your computer or electronic systems or networks to perform, be available or successfully transmit data to FinPros, or any error or inadequacy in the data or information input into such systems or networks by you; f) any delays in processing any Order including, for example (but not limited to), as a result of systems or market delays, or due to verification or filtering procedures or unauthorized processes, email delays or due to telephone call waiting time or ad- herence to internal policies and procedures; g) anything lawfully done by FinPros in accordance with, pursuant or incidental to this Agreement; h) any instruction, request or direction given by you; i) by reason of FinPros complying with any direction, request or requirement of Appli- cable Laws, Rules and/or Regulations, any Underlying Market or CS Facility, any government body or any regulatory body having jurisdiction over FinPros or any hedge counterparty; j) arising from and in connection with or in any way related to FinPros in good faith accepting and acting on instructions received by facsimile transmission, email or by other means of any kind which are signed by or purported to be signed by you or any Authorized Representative; or k) any failure or delay by a hedge counterparty to meet its obligations to FinPros in respect of or in relation to (including by corresponding with) your Transactions and any payments made in respect of them, except only to the extent attributable to the breach of this Agreement by FinPros or the gross negligence or fraud by FinPros. 22.4. FinPros excludes all liability in contract, tort or otherwise relating to or resulting from use of any services we provide under this Agreement and for any Loss incurred by you directly or indirectly, including without limitation as a result of or arising out of: a) your use of an Electronic Trading Service; b) any inaccuracy, error or delay in or omission from any information provided to you under this Agreement including the Electronic Trading Service; c) any delays or failures or inaccuracies, or loss of access to, the provision of a service to you including, without limitation, any delay, failure or inaccuracy in, or the loss of access to, the Electronic Trading Service or in respect of the transmission of Orders or any other information; d) any misinterpretation of your Orders or instructions which are unclear, ambiguous, or not specific; e) any inability by you to open or Close Out a Transaction; f) anything which is beyond our control and the effect of which is beyond our control to avoid; and g) any government restriction, Exchange or market rulings, suspension of trading, computer or telephone failure, unlawful access to our Electronic Trading Service, theft, sabotage, war, earthquakes, strike, Force Majeure Event and, without limita- tion, any other conditions beyond our control. 22.5. Unless we are prohibited from excluding such liability by law (for example, for losses re- lating to death or personal injury or caused by our fraud), we will not be liable for any direct, indirect, special, incidental, punitive or consequential damages (including, without limitation, loss of business, loss of profits, failure to avoid a loss, loss of data, loss or cor- ruption of data, loss of goodwill or reputation) caused by any act or omission of ours under this Agreement. 22.6. If and to the extent that we are found liable for any losses or damages in relation to a Transaction or your dealings with us then, unless we are prohibited from limiting such li- ability by law, the maximum amount of our liability to you will be limited to the amount of Transaction Fees, commission or Spread paid or payable by you in respect of that Trans- action. You acknowledge and agree that this provision is reasonable given the relation- ship of the parties and the nature and features of the Financial Products.

Indemnity and Limitation of Liability. 22.1. 20.1 Subject to the Applicable Laws, Rules and/or RegulationsGoverning Legislation, you will indemnify us, and keep us indemnified on demand, in respect of all liabilities, Losses or costs of any kind or nature whatsoever that may be incurred by us as a direct or indirect result of any failure by you to perform any of your obligations under this Agreement, in relation to any Transaction or in relation to any false information or declaration made either to us or to any third party, in particular to any Exchange. You acknowledge that this indemnity extends to our legal and administrative costs and expenses incurred in respect of preparing for and taking any legal or investigatory action against you, or instructing any debt collection agency, to recover monies owed by you to us. 22.2. 20.2 To the extent permitted by law, you will indemnify, protect and hold us harmless from and against all Losses, liabilities, judgementsjudgments, suits, actions, proceedings, claims, damages or costs resulting from or arising out of any act or omission by any person obtaining access to your Account whether or not you authorized such access. 22.3. 20.3 To the fullest extent permitted by law, you release, discharge and indemnify and agree to keep FinPros Almas Financial and its respective officers, employees, agents and representatives indemni- fied indemnified from and against all claims arising out of: (a) any default, whether by your act or omission under this Agreement or any Order or Transaction; (b) any breach by you of any Applicable Laws, Rules and/or RegulationsGoverning Legislation; (c) any representation or warranty made or given by you under this Agreement prov- ing proving to be untrue or incorrect; (d) any error, omission, fraud, malfeasance, negligence, misappropriation or criminal act or omission by you or by any of your clients, employees, agents or Authorized Representativeagents, consultants or servants; (e) any failure of any of your computer or electronic systems or networks to perform, be available or successfully transmit data to FinProsAlmas Financial, or any error or inadequacy in the data or information input into such systems or networks by you; (f) any delays in processing any Order including, for example (but not limited to), as a result of systems or market delays, or due to verification or filtering procedures or unauthorized processes, email delays or due to telephone call waiting time or ad- herence adherence to internal policies and procedures; (g) anything lawfully done by FinPros Almas Financial in accordance with, pursuant or incidental to this Agreement; (h) any instruction, request or direction given by you; (i) by reason of FinPros Almas Financial complying with any direction, request or requirement of Appli- cable Laws, Rules and/or RegulationsGoverning Legislation, any Underlying Market or CS Facility, any government body or any regulatory body having jurisdiction over FinPros Almas Financial or any hedge counterparty; (j) arising from and in connection with or in any way related to FinPros Almas Financial in good faith accepting and acting on instructions received by facsimile transmission, email or by other means of any kind which are signed by or purported to be signed by you or any Authorized Representative; oryou; (k) any failure or delay by a hedge counterparty to meet its obligations to FinPros Almas Financial in respect of or in relation to (including by corresponding with) your Transactions and any payments made in respect of them, except only to the extent attributable to the breach of this Agreement by FinPros Almas Financial or the gross negligence or fraud by FinProsAlmas Financial. 22.4. FinPros 20.4 Almas Financial excludes all liability in contract, tort or otherwise relating to or resulting from use of any services we provide under this Agreement and for any Loss incurred by you directly or indirectly, including without limitation as a result of or arising out of: (a) your use of an Electronic Trading Service; (b) any inaccuracy, error or delay in or omission from any information provided to you under this Agreement including the Electronic Trading Service; (c) any delays or failures or inaccuracies, or loss of access to, the provision of a service to you including, without limitation, any delay, failure or inaccuracy in, or the loss of access to, the Electronic Trading Service or in respect of the transmission of Orders or any other information; (d) any misinterpretation of your Orders or instructions which are unclear, ambiguous, or not specific; (e) any inability by you to open or Close Out a Transaction; (f) anything which is beyond our control and the effect of which is beyond our control to avoid; and (g) any government restriction, Exchange or market rulings, suspension of trading, computer or telephone failure, unlawful access to our Electronic Trading Service, theft, sabotage, war, earthquakes, strike, Force Majeure Event and, without limita- tionlimitation, any other conditions beyond our control. 22.5. 20.5 Unless we are prohibited from excluding such liability by law (for example, for losses re- lating relating to death or personal injury or caused by our fraud), we will not be liable for any direct, indirect, special, incidental, punitive or consequential damages (including, without limitation, loss of business, loss of profits, failure to avoid a loss, loss of data, loss or cor- ruption corruption of data, loss of goodwill or reputation) caused by any act or omission of ours under this Agreement. 22.6. 20.6 If and to the extent that we are found liable for any losses or damages in relation to a Transaction or your dealings with us then, unless we are prohibited from limiting such li- ability liability by law, the maximum amount of our liability to you will be limited to four (4) times the amount of Transaction Fees, commission or Spread paid or payable by you in respect of that Trans- actionTransaction. You acknowledge and agree that this provision is reasonable given the relation- ship relationship of the parties and the nature and features of the Financial Products.

Indemnity and Limitation of Liability. 22.1. Subject to the Applicable Laws, Rules and/or Regulations, you will indemnify us, and keep us indemnified on demandxx- xxxx, in respect of all liabilities, Losses or costs of any kind or nature whatsoever whatso- ever that may be incurred by us as a direct di- rect or indirect result of any failure by you to perform any of your obligations under this Agreement, in relation to any Transaction or in relation to any false information or declaration made either to us or to any third party, in particular to any Exchange. You acknowledge that this indemnity extends to our legal and administrative costs and expenses incurred in- curred in respect of preparing for and taking any legal or investigatory action against you, or instructing any debt collection col- lection agency, to recover monies owed by you to us. 22.2. To the extent permitted by law, you will indemnify, protect and hold us harmless harm- less from and against all Losses, liabilitiesliabili- ties, judgements, suits, actions, proceedingspro- ceedings, claims, damages or costs resulting re- sulting from or arising out of any act or omission by any person obtaining access ac- cess to your Account whether or not you authorized such access. 22.3. To the fullest extent permitted by law, you release, discharge and indemnify and agree to keep FinPros and its respective re- spective officers, employees, agents and representatives indemni- fied indemnified from and against all claims arising out of: a) any default, whether by your act or omission under this Agreement Agree- ment or any Order or TransactionTransac- tion; b) any breach by you of any Applicable Appli- cable Laws, Rules and/or RegulationsRegu- lations; c) any representation or warranty made or given by you under this Agreement prov- ing proving to be untrue or incorrect; d) any error, omission, fraud, malfeasancemal- feasance, negligence, misappropriation misap- propriation or criminal act or omission by you or by any of your clients, employees, agents or Authorized Au- thorized Representative, consultants consult- ants or servants; e) any failure of any of your computer com- puter or electronic systems or networks to perform, be available availa- ble or successfully transmit data to FinPros, or any error or inadequacy inade- quacy in the data or information input into such systems or networks net- works by you; f) any delays in processing any Order Or- der including, for example (but not limited to), as a result of systems sys- tems or market delays, or due to verification or filtering procedures proce- dures or unauthorized processes, email delays or due to telephone call waiting time or ad- herence adherence to internal policies and procedures; g) anything lawfully done by FinPros in accordance with, pursuant or incidental to this Agreement; h) any instruction, request or direction direc- tion given by you; i) by reason of FinPros complying with any direction, request or requirement re- quirement of Appli- cable Applicable Laws, Rules and/or Regulations, any Underlying Market or CS Facility, any government body or any regulatory body having jurisdiction jurisdic- tion over FinPros or any hedge counterparty; j) arising from and in connection with or in any way related to FinPros in good faith accepting and acting on instructions received re- ceived by facsimile transmission, email or by other means of any kind which are signed by or purported pur- ported to be signed by you or any Authorized Representative; or k) any failure or delay by a hedge counterparty to meet its obligations obliga- tions to FinPros in respect of or in relation to (including by corresponding corre- sponding with) your Transactions Transac- tions and any payments made in respect of them, except only to the extent attributable to the breach of this Agreement by FinPros or the gross negligence or fraud by FinPros. 22.4. FinPros excludes all liability in contract, tort or otherwise relating to or resulting from use of any services we provide under un- der this Agreement and for any Loss incurred in- curred by you directly or indirectly, including in- cluding without limitation as a result of or arising out of: a) your use of an Electronic Trading Service; b) any inaccuracy, error or delay in or omission from any information infor- mation provided to you under this Agreement including the Electronic Trading Service; c) any delays or failures or inaccuraciesinaccu- racies, or loss of access to, the provision of a service to you includingin- cluding, without limitation, any delay, failure or inaccuracy in, or the loss of access to, the Electronic Elec- tronic Trading Service or in respect re- spect of the transmission of Orders Or- ders or any other information; d) any misinterpretation of your Orders Or- ders or instructions which are unclear, ambiguous, or not specificspe- cific; e) any inability by you to open or Close Out a Transaction; f) anything which is beyond our control and the effect of which is beyond our control to avoid; and g) any government restriction, Exchange Ex- change or market rulings, suspension sus- pension of trading, computer or telephone failure, unlawful access ac- cess to our Electronic Trading Service, theft, sabotage, war, earthquakes, strike, Force Majeure Event and, without limita- tionlimi- tation, any other conditions beyond be- yond our control. 22.5. Unless we are prohibited from excluding exclud- ing such liability by law (for example, for losses re- lating relating to death or personal injury in- jury or caused by our fraud), we will not be liable for any direct, indirect, special, incidental, punitive or consequential damages (including, without limitation, loss of business, loss of profits, failure to avoid a loss, loss of data, loss or cor- ruption corrup- tion of data, loss of goodwill or reputationreputa- tion) caused by any act or omission of ours under this Agreement. 22.6. If and to the extent that we are found liable li- able for any losses or damages in relation rela- tion to a Transaction or your dealings with us then, unless we are prohibited from limiting such li- ability liability by law, the maximum amount of our liability to you will be limited to the amount of Transaction Trans- action Fees, commission or Spread paid or payable by you in respect of that Trans- actionTransaction. You acknowledge and agree that this provision is reasonable given the relation- ship relationship of the parties and the nature and features of the Financial Products.

Indemnity and Limitation of Liability. 22.110.1. Subject Each Party, as the indemnitor (the “Indemnitor”), agrees to indemnify, defend, and hold harmless as the indemnitee the other Party and its affiliates, subsidiaries, officers, directors, employees, contractors, successors, and assigns (collectively the “Indemnitee”), from all claims, lawsuits, judgments, losses, damages, costs, and expenses (including attorneys' fees) incurred or to be incurred, which may be made or brought against such parties by any person, corporation, government, class, or any entity whatsoever, including, by example and not by limitation, any tier of subcontractor (except for, and to the Applicable Lawsextent of, Rules and/or Regulations, you will indemnify us, and keep us indemnified on demand, in respect of all liabilities, Losses an Indemnitee’s own negligence or costs of any kind or nature whatsoever that may be incurred by us as a direct or indirect result of any failure by you to perform any of your obligations under this Agreement, in relation to any Transaction or in relation to any false information or declaration made either to us or to any third party, in particular to any Exchange. You acknowledge that this indemnity extends to our legal and administrative costs and expenses incurred in respect of preparing for and taking any legal or investigatory action against you, or instructing any debt collection agency, to recover monies owed by you to us. 22.2. To the extent permitted by law, you will indemnify, protect and hold us harmless from and against all Losses, liabilities, judgements, suits, actions, proceedings, claims, damages or costs intentional wrongful conduct) resulting from or arising out of any act or omission by any person obtaining access related to your Account whether or not you authorized such access. 22.3. To the fullest extent permitted by law, you release, discharge and indemnify and agree to keep FinPros and its respective officers, employees, agents and representatives indemni- fied from and against all claims arising out of: a) any default, whether by your act or omission under this Agreement or any Order or Transaction; b) any breach by you of any Applicable Laws, Rules and/or Regulations; c) any representation or warranty made or given by you under this Agreement prov- ing to be untrue or incorrect; d) any error, omission, fraud, malfeasance, negligence, misappropriation or criminal act or omission by you or by any of your clients, employees, agents or Authorized Representative, consultants or servants; e) any failure of any of your computer or electronic systems or networks to perform, be available or successfully transmit data to FinPros, or any error or inadequacy in the data or information input into such systems or networks by you; f) any delays in processing any Order including, for example Indemnitor’s: (but not limited to), as a result of systems or market delays, or due to verification or filtering procedures or unauthorized processes, email delays or due to telephone call waiting time or ad- herence to internal policies and procedures; g) anything lawfully done by FinPros in accordance with, pursuant or incidental to this Agreement; h) any instruction, request or direction given by you; i) by reason of FinPros complying with any direction, request negligent acts and/or omissions or requirement of Appli- cable Laws, Rules and/or Regulations, any Underlying Market or CS Facility, any government body or any regulatory body having jurisdiction over FinPros or any hedge counterparty; jwillful misconduct; (ii) arising from and in connection with or in any way related to FinPros in good faith accepting and acting on instructions received by facsimile transmission, email or by other means of any kind which are signed by or purported to be signed by you or any Authorized Representative; or k) any failure or delay by a hedge counterparty to meet its obligations to FinPros in respect of or in relation to (including by corresponding with) your Transactions and any payments made in respect of them, except only to the extent attributable to the breach of this Agreement by FinPros or the gross negligence violation of any applicable law, rule, or fraud by FinProsregulation; (iii) breach of or material inaccuracy of any warranty or representation made hereunder; or (iv) infringement of any patent, copyright, trade secret, trademark, or other intellectual property rights. 22.410.2. FinPros excludes The Indemnitor is obligated to assume the defense, at its sole expense, of any claim or litigation as to which it has an indemnification obligation hereunder, provided that the Indemnitee shall, at its own expense, be entitled to monitor and/or participate in the defense thereof. If, after being duly notified, the Indemnitor fails to defend as required hereunder in a timely manner, the Indemnitee shall have the right to assume its own defense, and the Indemnitor shall be obligated to reimburse the Indemnitee for any 10.3. The Indemnitor shall not, without the prior written consent of the Indemnitee: (i) settle or compromise any action, suit, proceeding, or claim, or consent to the entry of any judgment that does not include as an unconditional term thereof a full and complete written release of the Indemnitee (in form, scope, and substance satisfactory to the Indemnitee in its sole but reasonable discretion) from all liability in contractrespect of such action, tort or otherwise relating to or resulting from use of any services we provide under this Agreement and for any Loss incurred by you directly or indirectlysuit, including without limitation as a result of or arising out of: a) your use of an Electronic Trading Service; b) any inaccuracy, error or delay in or omission from any information provided to you under this Agreement including the Electronic Trading Service; c) any delays or failures or inaccuraciesproceeding, or loss claim, and a dismissal with prejudice of access tosuch action, the provision of a service to you includingsuit, without limitation, any delay, failure or inaccuracy inproceeding, or the loss of access toclaim; or (ii) settle or compromise any action, the Electronic Trading Service or in respect of the transmission of Orders or any other information; d) any misinterpretation of your Orders or instructions which are unclearsuit, ambiguousproceeding, or not specific; e) claim in any inability manner that may adversely affect the Indemnitee or obligate Indemnitee to pay any sum or perform any obligation as determined by you to open or Close Out a Transaction; f) anything which is beyond our control and the effect of which is beyond our control to avoid; and g) any government restriction, Exchange or market rulings, suspension of trading, computer or telephone failure, unlawful access to our Electronic Trading Service, theft, sabotage, war, earthquakes, strike, Force Majeure Event and, without limita- tion, any other conditions beyond our controlIndemnitee in its sole but reasonable discretion. 22.5. Unless we are prohibited from excluding such liability by law (for example, for losses re- lating to death or personal injury or caused by our fraud), we will not be liable for any direct, indirect, special, incidental, punitive or consequential damages (including, without limitation, loss of business, loss of profits, failure to avoid a loss, loss of data, loss or cor- ruption of data, loss of goodwill or reputation) caused by any act or omission of ours under this Agreement. 22.6. If and to the extent that we are found liable for any losses or damages in relation to a Transaction or your dealings with us then, unless we are prohibited from limiting such li- ability by law, the maximum amount of our liability to you will be limited to the amount of Transaction Fees, commission or Spread paid or payable by you in respect of that Trans- action. You acknowledge and agree that this provision is reasonable given the relation- ship of the parties and the nature and features of the Financial Products.

Indemnity and Limitation of Liability. 22.1. Subject 4.1 You hereby acknowledge and agree that in participating in the Programme, it is your intention that the you shall act in your own capacity as principal and not as an agent or representative for GOMO when providing Goods or Services to the Applicable LawsCustomer. 4.2 Any dispute regarding the Goods or Services or any personal data collected by you from the Customer are your responsibility and shall be resolved entirely between you and the Customer. You agree that the GOMO is not responsible and shall have no liability to you or the Customer with respect to the Goods or Services, Rules the Programme or any personal data collected by you. 4.3 You shall indemnify and hold GOMO and/or Regulationsits Associates harmless from and against all costs, you will indemnify usclaims, losses, damages, pecuniary fines/penalties, demands, liabilities, causes of action, proceedings, awards or judgments (including all legal costs and keep us indemnified on expenses) incurred by or brought against the GOMO and/or its Associates or any of the GOMO’s and/or its Associates’ directors, officers, employees, agents, contractors or subcontractors arising out of or connected with: (a) any claim, demand, proceeding or other liability arising wholly or partly, directly or indirectly, from the information relating to the Goods or Services or usage of the link to your website; (b) any breach or alleged breach of your representations, warranties or covenants in respect this Agreement; (c) any claim concerning your failure or alleged failure to honour an offer; (d) any claim arising out of all liabilitiesor relating to the Goods or Services, Losses including but not limited to, any claims for false advertising, product defects, inaccurate description of the Goods or costs Services, infringement of any kind third- party rights, title, merchantability, satisfactory quality, fitness for a particular purpose and freedom from computer virus, personal injury, death or nature whatsoever that may be incurred by us as a direct or indirect result of property damages; (e) any failure by you to perform comply with applicable law; (f) any of your obligations under this Agreement, in relation to any Transaction or in relation to any false information or declaration made either to us or to any third party, in particular to any Exchange. You acknowledge that this indemnity extends to our legal and administrative costs and expenses incurred in respect of preparing for and taking any legal or investigatory action against you, or instructing any debt collection agency, to recover monies owed by you to us. 22.2. To the extent permitted by law, you will indemnify, protect and hold us harmless claim from and against all Losses, liabilities, judgements, suits, actions, proceedings, claims, damages or costs resulting from or arising out of any act or omission by any person obtaining access to you in providing the Goods or Services, negligence, default, misconduct, fraud or your Account whether or not you authorized such access. 22.3. To the fullest extent permitted by lawbreach of this Agreement, you releaseyour Associates, discharge and indemnify and agree to keep FinPros and its respective directors, officers, employees, agents and representatives indemni- fied from and against all claims arising out of: a) any defaultagents, whether by your act contractors or omission under this Agreement subcontractors in providing the Goods or any Order or Transaction; b) any breach by you of any Applicable Laws, Rules and/or Regulations; c) any representation or warranty made or given by you under this Agreement prov- ing to be untrue or incorrect; d) any error, omission, fraud, malfeasance, negligence, misappropriation or criminal act or omission by you or by any of your clients, employees, agents or Authorized Representative, consultants or servants; e) any failure of any of your computer or electronic systems or networks to perform, be available or successfully transmit data to FinPros, or any error or inadequacy in the data or information input into such systems or networks by you; f) any delays in processing any Order including, for example (but not limited to), as a result of systems or market delays, or due to verification or filtering procedures or unauthorized processes, email delays or due to telephone call waiting time or ad- herence to internal policies and procedures; g) anything lawfully done by FinPros in accordance with, pursuant or incidental to this Agreement; h) any instruction, request or direction given by you; i) by reason of FinPros complying with any direction, request or requirement of Appli- cable Laws, Rules and/or Regulations, any Underlying Market or CS Facility, any government body or any regulatory body having jurisdiction over FinPros or any hedge counterparty; j) arising from and in connection with or in any way related to FinPros in good faith accepting and acting on instructions received by facsimile transmission, email or by other means of any kind which are signed by or purported to be signed by you or any Authorized Representative; or k) any failure or delay by a hedge counterparty to meet its obligations to FinPros in respect of or in relation to (including by corresponding with) your Transactions and any payments made in respect of them, except only to the extent attributable to the breach of this Agreement by FinPros or the gross negligence or fraud by FinProsServices. 22.4. FinPros excludes all liability in contract, tort or otherwise relating to or resulting from use of any services we provide under this Agreement 4.4 GOMO and for any Loss incurred by you directly or indirectly, including without limitation as a result of or arising out of: a) your use of an Electronic Trading Service; b) any inaccuracy, error or delay in or omission from any information provided to you under this Agreement including the Electronic Trading Service; c) any delays or failures or inaccuracies, or loss of access to, the provision of a service to you including, without limitation, any delay, failure or inaccuracy in, or the loss of access to, the Electronic Trading Service or in respect of the transmission of Orders or any other information; d) any misinterpretation of your Orders or instructions which are unclear, ambiguous, or not specific; e) any inability by you to open or Close Out a Transaction; f) anything which is beyond our control and the effect of which is beyond our control to avoid; and g) any government restriction, Exchange or market rulings, suspension of trading, computer or telephone failure, unlawful access to our Electronic Trading Service, theft, sabotage, war, earthquakes, strike, Force Majeure Event and, without limita- tion, any other conditions beyond our control. 22.5. Unless we are prohibited from excluding such liability by law (for example, for losses re- lating to death or personal injury or caused by our fraud), we its Associates will not be liable for indirect loss, any direct, indirect, special, incidental, punitive or consequential damages (including, without limitation, loss of businessrevenue, or any loss of profits, failure to avoid a loss, loss of data, loss or cor- ruption of data, loss of goodwill or reputation) caused by any act or omission of ours under this Agreement. 22.6. If and to the extent that we are found liable for any losses or damages in relation to a Transaction or your dealings with us then, unless we are prohibited from limiting such li- ability by law, the maximum amount of our liability to you will be limited to the amount of Transaction Fees, commission or Spread paid or payable by you in respect of that Trans- action. You acknowledge and agree that this provision is reasonable given the relation- ship of the parties profit and the nature and features total cumulative liability of the Financial ProductsGOMO for other damages for this Agreement (for all claims in aggregate) will not exceed Five Singapore Dollars ($5.00).

Indemnity and Limitation of Liability. 22.1. Subject (a) AAG agrees to indemnify the Plan, Plan Sponsor, and their employees, hold them harmless and defend them from any Liability (as defined below) including reasonable attorney’s fees incurred by the Plan or Plan Sponsor, resulting from the following: (i) any breach of fiduciary duty by AAG; (ii) negligence or willful misconduct by AAG or the Independent Financial Expert, to the Applicable Lawsextent that such Liability is not caused by the Plan Sponsor’s breach of this Agreement, Rules and/or Regulationsor caused by or attributable to an act or omission, you negligence, or willful misconduct of the Plan Sponsor. This clause will indemnify usnot be construed to bar any legal remedies AAG may have for the Plan, and keep us indemnified on demandPlan Sponsor’s or their employees’ negligence, in respect of all liabilities, Losses willful misconduct or costs of any kind or nature whatsoever that may be incurred by us as a direct or indirect result of any failure by you to perform any of your fulfill their obligations under this Agreementcontract. For purposes of this Section 6.7, in relation to “Liability” means any Transaction or in relation to any false information or declaration made either to us or to any third partyclaim, in particular to any Exchange. You acknowledge that this indemnity extends to our legal and administrative costs and expenses incurred in respect of preparing for and taking any legal or investigatory action against youliability, damages, losses, or instructing any debt collection agencyexpenses, to recover monies owed by you to us. 22.2. To the extent permitted by law, you will indemnify, protect and hold us harmless from and against all Losses, liabilities, judgements, suits, actions, proceedings, claims, damages or costs resulting from or arising out of any act or omission by any person obtaining access to your Account whether or not you authorized such access. 22.3. To the fullest extent permitted by law, you release, discharge and indemnify and agree to keep FinPros and its respective officers, employees, agents and representatives indemni- fied from and against all claims arising out of: a) any default, whether by your act or omission under this Agreement or any Order or Transaction; b) any breach by you of any Applicable Laws, Rules and/or Regulations; c) any representation or warranty made or given by you under this Agreement prov- ing to be untrue or incorrect; d) any error, omission, fraud, malfeasance, negligence, misappropriation or criminal act or omission by you or by any of your clients, employees, agents or Authorized Representative, consultants or servants; e) any failure of any of your computer or electronic systems or networks to perform, be available or successfully transmit data to FinPros, or any error or inadequacy in the data or information input into such systems or networks by you; f) any delays in processing any Order including, for example (but not limited to), including reasonable attorneys’ fees as a result of systems or market delays, or due to verification or filtering procedures or unauthorized processes, email delays or due to telephone call waiting time or ad- herence to internal policies and procedures; g) anything lawfully done by FinPros in accordance with, pursuant or incidental to this Agreement; h) any instruction, request or direction given by you; i) by reason of FinPros complying with any direction, request or requirement of Appli- cable Laws, Rules and/or Regulations, any Underlying Market or CS Facility, any government body or any regulatory body having jurisdiction over FinPros or any hedge counterparty; j) arising from and in connection with or in any way related to FinPros in good faith accepting and acting on instructions received by facsimile transmission, email or by other means of any kind which are signed by or purported to be signed by you or any Authorized Representative; or k) any failure or delay by a hedge counterparty to meet its obligations to FinPros in respect of or in relation to (including by corresponding with) your Transactions and any payments made in respect of them, except only to the extent attributable to the breach of this Agreement by FinPros or the gross negligence or fraud by FinPros. 22.4. FinPros excludes all liability in contract, tort or otherwise relating to or resulting from use of any services we provide under this Agreement and for any Loss incurred by you directly or indirectly, including without limitation as a result of or arising out of: a) your use of an Electronic Trading Service; b) any inaccuracy, error or delay in or omission from any information provided to you under this Agreement including the Electronic Trading Service; c) any delays or failures or inaccuracies, or loss of access to, the provision of a service to you including, without limitation, any delay, failure or inaccuracy in, or the loss of access to, the Electronic Trading Service or in respect of the transmission of Orders or any other information; d) any misinterpretation of your Orders or instructions which are unclear, ambiguous, or not specific; e) any inability by you to open or Close Out a Transaction; f) anything which is beyond our control and the effect of which is beyond our control to avoid; and g) any government restriction, Exchange or market rulings, suspension of trading, computer or telephone failure, unlawful access to our Electronic Trading Service, theft, sabotage, war, earthquakes, strike, Force Majeure Event and, without limita- tion, any other conditions beyond our control. 22.5Plan Sponsor. Unless we are prohibited from excluding such liability by law (for example, for losses re- lating to death or personal injury or caused by our fraud), we will The Plan Sponsor shall not be liable for any direct, indirect, special, incidental, punitive or consequential damages (including, without limitation, loss of business, loss of profits, failure AAG attorney fees. Neither party will be responsible to avoid a loss, loss of data, loss or cor- ruption of data, loss of goodwill or reputation) caused by the other party for any Liability attributable to an act or omission of ours under this Agreement. 22.6a Participant user, the other party, or a third party. If NO PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES, EVEN IN THE EVENT OF A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OR IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. AAG’s indemnity extends to the Plan’s fiduciaries, agents, directors, officers, trustees, custodians and employees. AAG’s indemnity obligations will be reduced to the extent that we are found liable its ability to manage the claim is materially harmed by any failure of the other to give prompt notice of the claim, complete information and reasonable assistance to defend or settle the claim. The indemnity does not cover any Liability for which the indemnified party actually receives reimbursement or indemnification from another person, including under a liability insurance policy. Any finding that any losses aspect of this indemnification provision is unenforceable by operation of law will not affect any other portion of this provision. (b) If the Plan or damages in relation Plan Sponsor seeks indemnification pursuant to a Transaction or your dealings with us then, unless we are prohibited from limiting such li- ability by lawthis Section 6.7, the maximum amount Plan or Plan Sponsor shall give prompt written notice to AAG of our liability to you will be limited to the amount of Transaction Fees, commission or Spread paid or payable by you any Liability (a "Claim") in respect of that Trans- action. You acknowledge and agree that this provision is which indemnity may be sought hereunder, such notice (the "Claim Notice") shall (i) describe such Claim in reasonable given the relation- ship detail (including a reasonable summary of the parties facts underlying each particular claim; (ii) attach copies of any material written evidence in the Plan or Plan Sponsor’s possession upon which such Claim is based to the extent reasonably needed at such time for AAG to assess such Claim (provided that to the extent such written evidence is not reasonably available at such time, the Plan or Plan Sponsor shall so indicate, and shall promptly provide such evidence when it becomes available); and (iii) to the nature and features extent feasible, set forth the estimated amount of liability for which AAG may be liable; provided that no delay on the part of the Financial ProductsPlan or Plan Sponsor in giving any such Claim Notice that complies with the requirements set forth herein shall relieve AAG of any indemnification obligation hereunder except to the extent that AAG is actually prejudiced by such delay. (c) AAG shall have thirty days from its receipt of a Claim Notice that complies with the requirements set forth in Section 6.7(b) (the "Notice Period") to notify the Plan or Plan Sponsor whether AAG desires, at its sole cost and expense and by counsel of its own choosing, to compromise or assume and control the defense of the Liability. AAG’s decision not to compromise or assume and control the defense of the Liability in accordance with this Section 6.7(c) shall not otherwise relieve AAG of its indemnification obligations, except as may otherwise be provided in Section 6.7.