Common use of Liability and Indemnity Clause in Contracts

Liability and Indemnity. 17.1 We shall not be liable for any default of any counterparty, bank, custodian, sub-custodian or other entity (apart from an affiliated company of ours) which holds money, investments or other documents of title on your behalf or with or through whom Transactions on your behalf are conducted. 17.2 We will not be liable for loss suffered by you in connection with the Services unless such loss directly arises from our gross negligence, wilful default or fraud. 17.3 Save to the extent we may otherwise expressly agree, you undertake to keep us, our agents and employees fully and effectually indemnified against all costs, charges, claims, liabilities, fees and expenses whatsoever incurred by us and them pursuant to or in connection with the provision of the Services unless the same arise directly from our or their gross negligence, wilful default or fraud. 17.4 Neither we nor any of our officers shall be liable for any loss arising from any act or omission of any agent or third party (apart from an affiliated company of ours) who performs Services pursuant to these Terms except to the extent that such loss is caused by wilful default, fraud or gross negligence in the selection of such agents or third parties on the part of us or our officers. 17.5 In no event shall we or any of our officers be liable for any indirect, consequential or special loss, howsoever arising. 17.6 Whilst we will endeavour to comply with our obligations in a timely manner, we will incur no liability whatsoever for any partial or non- performance of our obligations by reason of any cause beyond our reasonable control including but not limited to any communications, systems or computer failure, market default, suspension, failure or closure, or the imposition or change (including a change of interpretation) of any law or governmental or regulatory requirement and we shall not be held liable for any loss you may incur as a result thereof. 17.7 Nothing under Liability and Indemnity above seeks to exclude or restrict; or rely on any exclusion or restriction of; any duty or liability we may have to you under the regulatory system.

Liability and Indemnity. 17.1 We 8.1. Nothing in this Agreement shall exclude or in any way limit either party’s liability for fraud, or for death or personal injury caused by its negligence, or any other liability to the extent such liability cannot be liable excluded or limited as a matter of law. 8.2. Subject to clause 8.1 and without prejudice to any other provision of these Terms, the Client agrees that: 8.2.1. this Agreement states the full extent of XXXXXX’s obligations and liabilities in respect of the Works and performance of the Services; 8.2.2. UNDER NO CIRCUMSTANCES SHALL MIKROS BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSS OR DAMAGE WHATSOEVER, INCLUDING BUT NOT LIMITED TO ANY LOSS OF REVENUE OR BUSINESS PROFITS, BUSINESS INTERRUPTION, DEPLETION OF GOODWILL, LOSS OF USE OR CORRUPTION OF DATA OR SOFTWARE, WHETHER ON A DIRECT OR INDIRECT BASIS; 8.2.3. XXXXXX’s entire liability for any default of any counterparty, bank, custodian, sub-custodian or other entity (apart from an affiliated company of ours) which holds money, investments or other documents of title on your behalf or with or through whom Transactions on your behalf are conducted. 17.2 We will not be liable for direct loss suffered by you in connection with the Services unless such loss directly arises from our gross negligence, wilful default or fraud. 17.3 Save to the extent we may otherwise expressly agree, you undertake to keep us, our agents and employees fully and effectually indemnified against all costs, charges, claims, liabilities, fees and expenses whatsoever incurred by us and them pursuant to Client under or in connection with this Agreement shall, subject to the provision limitations expressly set forth herein, not exceed the fees paid by the Client in accordance with this Agreement; and 8.2.4. this clause 8.2 is reasonable and necessary in the circumstances and, having regard to that fact, does not take effect harshly or unreasonably against the Client. 8.3. The Client shall indemnify and hold harmless MIKROS and its parent companies, affiliates and subsidiaries and their respective officers, directors, employees and agents (collectively, “MIKROS Indemnitees”) from and against all claims, judgements or proceedings and all costs, liabilities, losses, expenses and damages of any kind (including reasonable legal and other professional fees and expenses) awarded against, or incurred or paid by, any of the MIKROS Indemnitees as a result of or in connection with: 8.3.1. any defamatory, slanderous or libelous matter or invasion of privacy or any infringement or alleged infringement of a third party’s Intellectual Property Rights or other rights arising out of the supply or use of the Client Materials in relation to the Works and/or in the course of carrying out the Services; 8.3.2. any damage to property caused by XXXXXX in the course of carrying out the Services unless the same arise directly from our or their gross negligence, wilful default or fraud. 17.4 Neither we nor any as a result of our officers shall be liable for any loss arising from any act or omission of any agent or third party the Client (apart from an affiliated company including its officers, employees, consultants, freelancers and agents); 8.3.3. the publication, processing, use, distribution and/or exhibition of ours) who performs Services pursuant to these Terms except to the extent that such loss is caused by wilful default, fraud or gross negligence in the selection of such agents or third parties on the part of us or our officers.Client Materials; 17.5 In no event shall we or 8.3.4. XXXXXX carrying out any of our officers be liable for any indirectClient’s written instruction(s) or following the written instructions of Client (including, consequential or special loss, howsoever arising. 17.6 Whilst we will endeavour to comply with our obligations in a timely manner, we will incur no liability whatsoever for any partial or non- performance of our obligations by reason of any cause beyond our reasonable control including but not limited to, any claim that Client does not have full and lawful authority to place or authorize MIKROS to execute an order with MIKROS in respect of the Client Materials); and 8.3.5. any breach by the Client, including its officers, employees, consultants, freelancers and agents, of any of these Terms or the terms of any Contract for Services. 8.4. Clause 8.3 above shall apply whether the Client, or its officers, employees, consultants, freelancers or agents, have been negligent or otherwise. 8.5. Any recommendations or suggestions by MIKROS relating to the use of the Works are given in good faith but it is for the Client to satisfy itself of the suitability of the Works for its own particular purpose. Accordingly, unless otherwise expressly agreed in writing, XXXXXX gives no warranty as to the fitness of the Works for any particular purpose, even though that purpose may be specified in the applicable Quote or Contract for Services, and any implied warranty or condition (statutory or otherwise) to that effect is excluded. 8.6. Each party will only look to the other party and not to any communicationsdirector, systems officer, employee, consultant, freelancer or computer failure, market default, suspension, failure or closure, or agent of the imposition or change (including a change of interpretation) other party for satisfaction of any law claim, demand or governmental cause of action for damages, injuries or regulatory requirement and we shall not be held liable for any loss you may incur losses incurred as a result thereofof the other party’s action or inaction. 17.7 Nothing under Liability and Indemnity above seeks to exclude or restrict; or rely on any exclusion or restriction of; any duty or liability we may have to you under the regulatory system.

Liability and Indemnity. 17.1 7.1 Nothing in this Agreement shall operate to exclude or limit our liability for death or personal injury caused by our negligence; any breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982; fraud; or any other liability which cannot be excluded or limited under applicable law. 7.2 This clause 7 applies in addition to any limitation of liability specific to a particular service as set out in Schedules 1 and 2. 7.3 Except as expressly and specifically provided in this Agreement: 7.3.1 you assume sole responsibility for results obtained from the use of the Services and any Software, and for conclusions drawn from such use. We shall not be liable have no liability to you or any third parties for any default of damage caused by errors or omissions in any counterparty, bank, custodian, sub-custodian information or other entity (apart from an affiliated company of ours) which holds money, investments or other documents of title on your behalf or with or through whom Transactions on your behalf are conducted. 17.2 We will not be liable for loss suffered instructions provided to us by you in connection with the Services unless such loss directly arises and/or any Software, or any actions taken by us at your direction; 7.3.2 the Services and Software are provided to you on an "as is" basis and except as set out herein all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from our gross negligence, wilful default or fraudthis Agreement. 17.3 Save 7.4 Subject to clause 7.1, we shall have no liability to you or any third parties for: 7.4.1 any loss of profits; loss of anticipated savings; loss of business opportunity or loss of goodwill or wasted management time which you may suffer, whether they arise directly or indirectly or are immediate or consequential and whether they arise in contract, tort (including negligence) or otherwise; or 7.4.2 any indirect or consequential loss or special damage (even though we were aware of the circumstances in which such special damage could arise); or 7.4.3 any and all problems, delays, delivery failures and all other loss or damage or costs or expenses incurred by you arising from or caused by your System; your equipment; your network; your failure to maintain internet connectivity or any breach of your obligations under this Agreement; or 7.4.4 any loss of, or damage to, your System caused by any third party (except those third parties subcontracted by Us to perform any of the Services). 7.5 In the event that you suffer loss of or damage to your Data, incur any fines from a regulatory body or incur any claim from a third party as a result of our breach of this Agreement or the negligence of our personnel, our total liability to you for loss of or damage shall be limited to the extent we may otherwise expressly agreelesser of: 7.5.1 the cost of restoring the Data to the last available backup; or 7.5.2 the sum in clause 7.6; and 7.5.3 you acknowledge that the provisions of this clause 7.5 represents a reasonable apportionment of risk having regard to the Fees for the Services. 7.6 Subject to clauses 7.1, you undertake to keep us7.4 and 7.5, our agents and employees fully and effectually indemnified against all coststotal liability to you, chargeswhether in contract, claims, liabilities, fees and expenses whatsoever incurred by us and them pursuant to tort (including negligence) or otherwise in connection with this Agreement, shall not exceed a sum equal to the provision total value of the Services unless Fees paid or payable by you in respect of the same arise directly from our or their gross negligence, wilful default or fraud12 months during which the liability arises. 17.4 Neither we nor any of our officers shall be liable for any loss arising from any act or omission of any agent or third party (apart from an affiliated company of ours) who performs Services pursuant to these Terms except to the extent that such loss is caused by wilful default, fraud or gross negligence in the selection of such agents or third parties on the part of us or our officers. 17.5 In no event shall we or any of our officers be liable for any indirect, consequential or special loss, howsoever arising. 17.6 Whilst we will endeavour to comply with our obligations in a timely manner, we will incur no liability whatsoever for any partial or non- performance of our obligations by reason of any cause beyond our reasonable control including but not limited to any communications, systems or computer failure, market default, suspension, failure or closure, or the imposition or change (including a change of interpretation) of any law or governmental or regulatory requirement and we shall not be held liable for any loss you may incur as a result thereof. 17.7 Nothing under Liability and Indemnity above seeks to exclude or restrict; or rely on any exclusion or restriction of; any duty or liability we may have to you under the regulatory system.

Liability and Indemnity. 17.1 7.1 Nothing in this Agreement shall operate to exclude or limit our liability for death or personal injury caused by our negligence; any breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982; fraud; or any other liability which cannot be excluded or limited under applicable law. 7.2 This clause 7 applies in addition to any limitation of liability specific to a particular service as set out in Schedules 1 and 2. 7.3 Except as expressly and specifically provided in this Agreement: 7.3.1 you assume sole responsibility for results obtained from the use of the Services and any Software, and for conclusions drawn from such use. We shall not be liable have no liability to you or any third parties for any default of damage caused by errors or omissions in any counterparty, bank, custodian, sub-custodian information or other entity (apart from an affiliated company of ours) which holds money, investments or other documents of title on your behalf or with or through whom Transactions on your behalf are conducted. 17.2 We will not be liable for loss suffered instructions provided to us by you in connection with the Services unless such loss directly arises and/or any Software, or any actions taken by us at your direction; 7.3.2 the Services and Software are provided to you on an "as is" basis and except as set out herein all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from our gross negligence, wilful default or fraudthis Agreement. 17.3 Save 7.4 Subject to clause 7.1, we shall have no liability to you or any third parties for: 7.4.1 any loss of profits; loss of anticipated savings; loss of business opportunity or loss of goodwill or wasted management time which you may suffer, whether they arise directly or indirectly or are immediate or consequential and whether they arise in contract, tort (including negligence) or otherwise; or 7.4.2 any indirect or consequential loss or special damage (even though we were aware of the circumstances in which such special damage could arise); or 7.4.3 any and all problems, delays, delivery failures and all other loss or damage or costs or expenses incurred by you arising from or caused by your System; your equipment; your network; your failure to maintain internet connectivity or any breach of your obligations under this Agreement; or 7.4.4 any loss of, or damage to, your System caused by any third party (except those third parties subcontracted by Us to perform any of the Services). 7.5 In the event that you suffer loss of or damage to your Data as a result of our breach of this Agreement or the negligence of our personnel, our total liability to you for loss of or damage shall be limited to the extent we may otherwise expressly agreelesser of: 7.5.1 the cost of restoring the Data to the last available backup; or 7.5.2 the sum in clause 7.6; and 7.5.3 you acknowledge that the provisions of this clause 7.5 represents a reasonable apportionment of risk having regard to the Fees for the Services. 7.6 Subject to clauses 7.1, you undertake to keep us7.4 and 7.5, our agents and employees fully and effectually indemnified against all coststotal liability to you, chargeswhether in contract, claims, liabilities, fees and expenses whatsoever incurred by us and them pursuant to tort (including negligence) or otherwise in connection with this Agreement, shall not exceed a sum equal to the provision total value of the Services unless Fees paid or payable by you in respect of the same arise directly from our or their gross negligence, wilful default or fraud12 months during which the liability arises. 17.4 Neither we nor any of our officers shall be liable for any loss arising from any act or omission of any agent or third party (apart from an affiliated company of ours) who performs Services pursuant to these Terms except to the extent that such loss is caused by wilful default, fraud or gross negligence in the selection of such agents or third parties on the part of us or our officers. 17.5 In no event shall we or any of our officers be liable for any indirect, consequential or special loss, howsoever arising. 17.6 Whilst we will endeavour to comply with our obligations in a timely manner, we will incur no liability whatsoever for any partial or non- performance of our obligations by reason of any cause beyond our reasonable control including but not limited to any communications, systems or computer failure, market default, suspension, failure or closure, or the imposition or change (including a change of interpretation) of any law or governmental or regulatory requirement and we shall not be held liable for any loss you may incur as a result thereof. 17.7 Nothing under Liability and Indemnity above seeks to exclude or restrict; or rely on any exclusion or restriction of; any duty or liability we may have to you under the regulatory system.

Liability and Indemnity. 17.1 8.1. Nothing in this Agreement excludes or limits our liability for any liability that cannot be excluded or limited by law. 8.2. You accept and agree that you will have no claim against sipgate or any underlying network access provider if you are unable to access the Service and the exclusions and limitations of liability in this clause shall apply to all claims arising from your use of the Service including claims against our business associates. 8.3. We shall not be liable for you or any default third party in contract, tort, including any liability for negligence or breach of statutory duty, or otherwise, for any loss of revenue, business, anticipated savings, profits, (whether or not in each case they are considered to be direct or indirect losses) corruption or destruction of data, or for any indirect or consequential loss howsoever arising, or in connection with any computer virus or system failure even if we are expressly advised of the possibility of such damage or loss. 8.4. Except in the case of clause 8.1, our liability to you (if any) for direct loss or damages in contract, tort, including negligence or breach of statutory duty, or otherwise, arising out of or in connection with this Agreement shall be limited to 12,500EUR per incident per customer. As regards all customers the liability per incidence is limited to 10,000,000EUR. As far as this amount does not suffice for all customers claims resulting from one incidence all customer claims are reduced accordingly. 8.5. In the event of any counterpartyfailure in the Service, bank, custodian, sub-custodian or other entity (apart from an affiliated company of ours) which holds money, investments or other documents of title on your behalf or with or through whom Transactions on your behalf are conducted. 17.2 We will we shall not be liable for loss suffered any charges incurred by you, should you in connection with the Services unless such loss directly arises from our gross negligence, wilful default or frauddivert your traffic to another provider. 17.3 Save to the extent we may otherwise expressly agree, you undertake to keep us, our agents 8.6. You will indemnify sipgate from and employees fully against any and effectually indemnified against all costs, chargesexpenses, (including reasonable legal fees), claims, liabilities, fees demands and expenses whatsoever incurred by us and them pursuant actions arising from or related to any breach of this Agreement or in connection with the provision any misuse of the Services unless the same arise directly from our Service or their gross negligence, wilful default Equipment (whether or fraudnot supplied by sipgate). 17.4 Neither we nor any of our officers 8.7. We shall not be liable to you for any loss arising from any act or omission of any agent or third party (apart from an affiliated company of ours) who performs Services pursuant damage due to these Terms except to the extent that such loss is caused by wilful default, fraud or gross negligence in the selection of such agents or third parties on the part of us or our officers. 17.5 In no event shall we or any of our officers be liable for any indirect, consequential or special loss, howsoever arising. 17.6 Whilst we will endeavour to comply with our obligations in a timely manner, we will incur no liability whatsoever for any partial or non- performance of our obligations by reason of any cause beyond our reasonable control including but not limited to any communications, systems or computer failure, market default, suspension, such as failure or closureshortage of power supplies, acts or the imposition or change (including a change omissions of interpretation) of other communications providers, compliance with any law or governmental court order, acts or regulatory requirement and we omissions of local or central government or other competent authorities. We shall not be held liable in breach of this Agreement for any loss you may incur as delay or failure in performance if such delay or failure is due to a result thereofcause beyond our reasonable control. 17.7 Nothing under Liability and Indemnity above seeks to exclude or restrict; or rely on any exclusion or restriction of; any duty or liability we may have to you under the regulatory system.

Liability and Indemnity. 17.1 We 10.1 You agree to indemnify and hold us harmless against any and all liability arising from: (a) losses, including loss of use of, or damage to any property owned by us, or to which we are responsible for, including property held in trust; (b) claims for personal injury, death, loss of (including resultant loss) or damage to any other property not owned or controlled by us; (c) a breach by you of this Contract; and (d) any claim for loss, damages or expenses suffered or incurred by us, arising out of your acts, defaults or omissions. 10.2 Your obligation to indemnify us shall not be liable reduced proportionately to the extent our negligence contributed to an indemnity event under clause 10.1. 10.3 Liquidated damages will only be applicable if we have agreed in writing that the rate is acceptable, and any liquidated damages will be your sole remedy for any default of any counterparty, bank, custodian, sub-custodian or other entity (apart from an affiliated company of ours) which holds money, investments or other documents of title on your behalf or with or through whom Transactions on your behalf are conducted. 17.2 We will not be liable for loss suffered by you delay in connection with this Contract. In any event, liquidated damages will be limited to 5% of the Services unless such loss directly arises from our gross negligence, wilful default or fraudContract Sum in the aggregate. 17.3 Save 10.4 Notwithstanding any other provision of this Contract, our liability in connection with, arising out of or related to the extent we may otherwise expressly agreeSupply performed under this Contract, you undertake to keep uswhether in contract, our agents and employees fully and effectually indemnified against all coststort (including negligence), charges, claims, liabilities, fees and expenses whatsoever incurred by us and them pursuant to or in connection with the provision of the Services unless the same arise directly from our or their gross negligence, wilful default or fraud. 17.4 Neither we nor any of our officers shall be liable for any loss arising from any act or omission of any agent or third party under statute (apart from an affiliated company of ours) who performs Services pursuant to these Terms except to the extent that it is possible to exclude such loss liability), pursuant to an indemnity, or on any other basis in law, in equity or otherwise, and whether arising in connection with one or more events, is caused by wilful default, fraud or gross negligence in limited to 50% of the selection of such agents or third parties on the part of us or our officersContract Sum. 17.5 In no event shall 10.5 Notwithstanding any other provision of this Contract, we or any of our officers be are not liable for any indirect, consequential or special of the following types of loss, howsoever however arising: (a) any financial or economic loss, including loss of profit, loss of revenue, loss of use, loss of production, loss of agreement or contract, loss of goodwill or loss of business opportunity; (b) any new or increased costs and expenses, including financing, capital or operating costs; (c) any special, incidental, indirect or consequential loss; and (d) any loss resulting from any liability of the other party to any third party whether arising under contract or otherwise. 17.6 Whilst we will endeavour 10.6 Nothing under this clause 10 shall reduce or waive our right to comply with our obligations in a timely manner, we will incur no liability whatsoever for any partial or non- performance of our obligations be indemnified by reason of any cause beyond our reasonable control including but not limited to any communications, systems or computer failure, market default, suspension, failure or closure, or the imposition or change (including a change of interpretation) of any you at law or governmental or regulatory requirement and we shall not be held liable for any loss you may incur as a result thereofother such relief made available under this Contract. 17.7 Nothing under Liability and Indemnity above seeks to exclude 10.7 This clause 10 survives termination or restrict; or rely on any exclusion or restriction of; any duty or liability we may have to you under the regulatory systemexpiry of this Contract.

Liability and Indemnity. 17.1 9.1 You shall defend, indemnify and hold harmless Us, Customers, employees and agents from and against any claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with any breach by You of your obligations in this Agreement. 9.2 If You are a company incorporated under the Companies Acts, the director who enters into Agreement on Your behalf guarantees and undertakes to us that in default of Your payment to Us of sums due under this Agreement they shall irrevocably and unconditionally be jointly and severally liable for any and all such payments due. All payments shall be made by that director immediately on demand and without deduction, withholding or set-off whatsoever. In addition, and at Our sole discretion, We may also require the director to provide Us with a personal guarantee for an amount no greater than the amount of the total projected contract commission value for all Customer contracts placed with Us in the preceding twelve months. 9.3 Subject to clauses 9.4 and 9.5 We shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any default loss of profits, loss of business, any counterpartylosses arising from business interruption, bankdepletion of goodwill and/or similar losses or loss or corruption of data or information, custodianor pure economic loss, sub-custodian or other entity for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement; 9.4 Our total aggregate liability in contract, tort (apart from an affiliated company including negligence or breach of ours) which holds moneystatutory duty), investments misrepresentation, restitution or other documents of title on your behalf or with or through whom Transactions on your behalf are conducted. 17.2 We will not be liable for loss suffered by you otherwise, arising in connection with the Services unless such loss directly arises from our gross negligence, wilful default performance or fraudcontemplated performance of this Agreement shall be limited to the total commission payment made to You during the six months immediately preceding the date on which the claim arose. 17.3 Save to the extent we may otherwise expressly agree, you undertake to keep us, our agents and employees fully and effectually indemnified against all costs, charges, claims, liabilities, fees and expenses whatsoever incurred by us and them pursuant to 9.5 Nothing in this agreement excludes Our liability for death or in connection with the provision of the Services unless the same arise directly from our or their gross negligence, wilful default or fraud. 17.4 Neither we nor any of our officers shall be liable for any loss arising from any act or omission of any agent or third party (apart from an affiliated company of ours) who performs Services pursuant to these Terms except to the extent that such loss is personal injury caused by wilful default, Our negligence or fraud or gross negligence in the selection of such agents or third parties on the part of us or our officersfraudulent misrepresentation. 17.5 In no event shall we or any of our officers be liable for any indirect, consequential or special loss, howsoever arising. 17.6 Whilst we will endeavour to comply with our obligations in a timely manner, we will incur no liability whatsoever for any partial or non- performance of our obligations by reason of any cause beyond our reasonable control including but not limited to any communications, systems or computer failure, market default, suspension, failure or closure, or the imposition or change (including a change of interpretation) of any law or governmental or regulatory requirement and we shall not be held liable for any loss you may incur as a result thereof. 17.7 Nothing under Liability and Indemnity above seeks to exclude or restrict; or rely on any exclusion or restriction of; any duty or liability we may have to you under the regulatory system.

Liability and Indemnity. 17.1 We shall not be liable for any default of any counterparty9.1 Except to the extent its own fraudulent, bank, custodian, sub-custodian willful or other entity (apart from an affiliated company of ours) which holds money, investments negligent acts or other documents of title on your behalf omissions cause loss or with or through whom Transactions on your behalf are conducted. 17.2 We damage CBD will not be liable responsible for and excludes all liability for loss suffered or damage (including any indirect or consequential loss or damage) that the Client may suffer or incur by you reason or in connection with the Services unless such loss directly arises Client’s use of the Service whether or not it is attributable to CBD, its agents or employees including (without limitation): (i) any act or omission of CBD, its agents or employees in relation to the Service or the Client’s use of the Service; (ii) the inability on the Client’s part to access the Service through a telecommunications network or where access to the Service is overloaded, suspended, terminated or otherwise unavailable or unsatisfactory for whatever reason; (iii) where CBD acts on an Instruction purporting to be, but which is not in fact, from our gross negligencean authorised User; (iv) if for any reason the Service system fails, wilful default is unavailable or frauddoes not perform as expected or required; (v) any error contained in an Instruction or any delays in complying with an Instruction; and (vi) any other matter in respect of which liability is excluded under these terms and conditions. 17.3 Save 9.2 The Client will indemnify CBD fully against any liability, loss or damage suffered or incurred by CBD howsoever arising and by whomsoever caused, whether arising directly or indirectly from the Client’s use and operation of the Service or the Client’s access to the Service, except to the extent we may otherwise expressly agreesuch liability, you undertake loss or damage is due to keep usthe willful acts or gross negligence of CBD. 9.3 The Client will indemnify and continue to hold indemnified CBD in full for any claims or demands made by any person against CBD in consequence of CBD having acted in accordance with an Instruction. 9.4 CBD will not be responsible for any loss of or damage to the Client’s data, our agents software, computer, telecommunications or other equipment’s caused as a result of iPrint service. 9.5 The Client irrevocably agrees to release CBD and employees fully hold CBD harmless from and effectually indemnified against all actions, suits proceedings, costs, claims, demands, charges, claimsexpenses, liabilities, fees losses and expenses whatsoever incurred by us and them pursuant to liabilities however arising out of or in connection with the provision of the Services unless the same arise directly from our or their gross negligenceServices, wilful default or fraud. 17.4 Neither we nor any of our officers shall be liable for any loss arising from any act or omission of any agent or third party (apart from an affiliated company of ours) who performs Services pursuant to these Terms except to the extent that such loss is caused by wilful default, fraud or gross negligence in the selection of such agents or third parties on the part of us or our officers. 17.5 In no event shall we or any of our officers be liable for any indirect, consequential or special loss, howsoever arising. 17.6 Whilst we will endeavour to comply with our obligations in a timely manner, we will incur no liability whatsoever for any partial or non- performance of our obligations by reason of any cause beyond our reasonable control including but not limited to the following: (a) CBD having acted in good faith in accordance with the Client’s Instructions using the Service, notwithstanding that such Instruction(s) may have been initiated or transmitted in error or fraudulently altered, misunderstood or distorted in the lines of communication or transmission; or (b) CBD having refrained from acting in accordance with the Client’s instructions by reason of failure of actual transmission thereof to CBD or receipt by CBD for whatever reason, whether connected with fault failure of the internet connection or the sending or receiving machine; or (c) CBD having refrained from acting in accordance with the Client’s instructions, if (i) by doing so it shall be in breach of any communicationslaw, systems or computer failure, market default, suspension, failure or closureregulation, or (ii) it suspects that there may be any fraud or illegality (including, without limitation any breach of Central Bank of the imposition or change (including a change of interpretation) of any law or governmental or regulatory requirement and we shall not be held liable for any loss you may incur as a result thereof. 17.7 Nothing under Liability and Indemnity above seeks UAE regulations relating to exclude or restrictmoney laundering); or rely on any exclusion (iii) instructed to do so by the Central Bank of the UAE, a competent court of law, law enforcement agency or restriction of; any duty or liability we may have to you under the other regulatory systemauthority.

Liability and Indemnity. 17.1 We 10.1 This clause shall not be liable for prevail over any default inconsistency with any other provision of these terms and conditions. 10.2 To the extent permitted by law, all conditions, warranties, guarantees, rights, remedies, liabilities and other terms implied or conferred by statute, custom or the general law that impose any liability or obligation on us are excluded. If the performance of the Works is a supply of goods or services to a consumer within the meaning of the Australian Consumer Law, nothing contained in these terms or conditions excludes, restricts or modifies the application of any counterpartyprovision, bankthe exercise of any right or remedy, custodian, sub-custodian or other entity (apart from an affiliated company the imposition of ours) which holds money, investments or other documents of title on your behalf or with or through whom Transactions on your behalf are conducted. 17.2 We will not be liable for loss suffered by you in connection with any liability under the Services unless such loss directly arises from our gross negligence, wilful default or fraud. 17.3 Save to Australian Consumer Law. To the extent we may otherwise expressly agreethat the Australian Consumer Law permits us to limit our liability, you undertake to keep usor is not applicable, then our agents and employees fully and effectually indemnified against all costs, charges, claims, liabilities, fees and expenses whatsoever incurred by us and them pursuant to liability in respect of any claim arising out of or in connection with the provision agreement between us and you relating to the Works or our performance or non-performance of the Services unless Works (whether arising under any contract, indemnity, statute, in tort (for negligence or otherwise), or on any other basis in law or equity) is limited (in each case, at our option) as follows: (a) in the same arise directly from our case of defective services, supplying those services again or their gross negligencepayment of the cost of having those services supplied again, wilful default and does not extend to services the subject of the Works which are not defective; and (b) in the case of defective goods, replacing those goods, supplying equivalent goods or fraudhaving those goods repaired, or payment of the cost of replacing those goods, of acquiring equivalent goods or of having those goods repaired, and does not extend to goods the subject of the Works which are not defective; and (c) we will not be liable to you for any claim in the nature of economic loss, loss of profits, revenue or anticipated savings, opportunity cost or any direct or indirect consequential loss whatsoever. 17.4 Neither we nor any of our officers shall be liable for 10.3 You must act reasonably to mitigate any loss you claim to suffer arising from out of or in connection with the agreement between us and you relating to the Works or our performance or non-performance of the Works (whether arising under any act contract, indemnity, statute, in tort (for negligence or omission of otherwise), or on any agent other basis in law or third party (apart from an affiliated company of ours) who performs Services pursuant to these Terms except equity). Our liability may be reduced or extinguished to the extent that such loss is caused by wilful default, fraud or gross negligence your losses would have been reduced had you acted reasonably to the extent and in the selection of manner required under the law to mitigate any such agents or third parties on the part of us or our officers. 17.5 In no event shall we or any of our officers be liable for any indirect, consequential or special loss, howsoever arising. 17.6 Whilst we will endeavour to comply with our obligations in a timely manner, we will incur no liability whatsoever for any partial or non- performance of our obligations including by reason notifying us immediately after becoming aware of any cause beyond our reasonable control including but not limited property damage that you allege we caused or contributed to any communications, systems or computer failure, market default, suspension, failure or closure, or in the imposition or change (including a change course of interpretation) of any law or governmental or regulatory requirement and we shall not be held liable for any loss you may incur as a result thereofperforming the Works. 17.7 Nothing under Liability and Indemnity above seeks to exclude or restrict; or rely on any exclusion or restriction of; any duty or liability we may have to you under the regulatory system.

Liability and Indemnity. 17.1 We 11.1 Subject to the provisions of the Trade Practices Act and the Australian Securities and Investments Commission Act, and any other rights implied by law, which cannot be excluded by agreement between the parties: a. we make no warranties, either express or implied, as to appropriateness, fitness for a particular purpose, or otherwise (including as to accuracy, currency, availability, completeness or quality), with respect to the services supplied under these Terms; b. we shall not be liable for any default loss or damage, including any consequential or indirect loss, arising as a result of any counterparty, bank, custodian, sub-custodian or other entity (apart from an affiliated company of ours) which holds money, investments or other documents of title on your behalf or with or through whom Transactions on your behalf are conducted. 17.2 We will not be liable for loss suffered by you in connection with the Services unless such loss directly arises from our gross negligence, wilful default or fraud. 17.3 Save to the extent we may otherwise expressly agree, you undertake to keep us, our agents and employees fully and effectually indemnified against all costs, charges, claims, liabilities, fees and expenses whatsoever incurred by us and them pursuant to or in connection with (without limitation): i. any breach by You of this Agreement, the provision Rules including the ASIC Market Integrity Rules, the Corporation Act or the rules of any other relevant authority; ii. You failing to give us information about Your personal circumstances or giving incomplete or incorrect information to us; iii. any delay in the Services unless the same arise directly from our execution of an Order; iv. any unauthorised use of Your Login Details; v. any theft, alteration, addition or their gross negligence, wilful default or fraudloss of data by third parties; vi. any interception by a third party of any electronic communication between us and You; or vii. any disclosure by us of trading activity on Your account to a person You have appointed as an authorised agent. 17.4 Neither we nor 11.2 Except where to do so would contravene any of our officers shall be liable for law or make any loss arising from any act or omission of any agent or third party (apart from an affiliated company of ours) who performs Services pursuant to these Terms except to the extent that such loss is caused by wilful default, fraud or gross negligence in the selection of such agents or third parties on the part of us this clause void or our officers. 17.5 In unenforceable, in no event shall we or any of our officers be liable for any indirect, special or consequential loss or special lossdamage (including, howsoever arisingwithout limitation, loss of profits or revenues) whether arising in contract, tort (including negligence) or otherwise resulting from use of our services supplied under these Terms or the Sponsorship Agreement. 17.6 Whilst we 11.3 Our liability shall in any event be limited to the re-supply of the services. 11.4 You will endeavour to comply with our obligations in a timely manner, we will incur no liability whatsoever for any partial or non- performance indemnify us and all of our obligations officers, employees, agents, related parties and associates to the maximum extent permitted by reason of any cause beyond our reasonable control including but not limited to any communicationslaw at all times against all losses, systems liabilities, damages, costs or computer failureexpenses incurred directly or indirectly suffered by them and from all actions, market defaultproceedings, suspension, failure or closure, or the imposition or change (including a change of interpretation) of any law or governmental or regulatory requirement and we shall not be held liable for any loss you may incur claims made as a result thereofof Your use of our services, any breach by You of these Term, Your failure to settle any transaction, any breach by You of another agreement with us, any representation or warranty made not being true or correct or us relying upon and acting in accordance with any instruction provided by You (whether by electronic communication or otherwise). 17.7 Nothing under Liability 11.5 You agree to indemnify us and Indemnity above seeks to exclude or restrict; or rely on we are hereby so indemnified from the Trading Account in respect of any exclusion or restriction of; any duty or liability we may have to you under the regulatory systemindemnity set out in these Terms.

Liability and Indemnity. 17.1 We shall not be You are liable for and must indemnify us and our personnel (‘those indemnified’) from and against any default liability, loss, claim, proceedings, cost, expense or damage of any counterpartykind, bank, custodian, sub-custodian or other entity (apart from an affiliated company of ours) which holds money, investments or other documents of title on your behalf or with or through whom Transactions on your behalf are conducted. 17.2 We will not be liable for including financial loss suffered by you in connection with the Services unless such loss directly arises from our gross negligence, wilful default or fraud. 17.3 Save to the extent we may otherwise expressly agree, you undertake to keep us, our agents and employees fully and effectually indemnified against all costs, charges, claims, liabilities, fees legal costs and expenses whatsoever (“liabilities”), which may be suffered or incurred by us and them pursuant to any of those indemnified by reason of or in connection with the provision performance of the Services unless supply and your other obligations under the same arise directly from our contract, including any liabilities in respect of: 17.1.1 any injury, illness or their gross negligencedeath to any person or loss or damage to any property or any other loss or damage of any kind whatsoever caused or contributed to by: 17.1.1.1 the supply, possession or use of the goods or the performance of the services or the results of the services; and/or 17.1.1.2 the entry onto, and the activities undertaken on and in a site by you or your personnel; 17.1.2 any negligence or wilful default or fraud. 17.4 Neither we nor any of our officers shall be liable for any loss arising from any act or omission by you and/or any of your personnel in connection with the performance of the supply; 17.1.3 any claim made against us that the services were not conducted at a professional standard or in a reasonably proficient manner; 17.1.4 any claim made against us by or on behalf of any agent of your personnel, or third party (apart from by any government or regulatory authorities, in respect of relevant legislation concerning income tax, workers’ compensation, annual leave, long service leave, superannuation or any applicable award determination or agreement of a competent industrial tribunal; 17.1.5 any penalty imposed for breach of an affiliated company applicable law in connection with the performance of ours) who performs Services pursuant to these Terms the supply; and 17.1.6 any claim that the goods, anything you do in supplying us with the goods or providing us with any services, or our use of the goods or the results of the services infringes or allegedly infringes the intellectual property rights or moral rights of any person; except to the extent that such loss is any liabilities are caused by the wilful default, fraud misconduct or gross negligence in the selection negligent act of such agents or third parties on the part of us or our officersthose indemnified. 17.5 In no event shall 17.2 You acknowledge that, to the extent permitted by law, you and your personnel enter any site at your own risk. To the maximum extent permitted by law, and except as otherwise provided in this contract, we are not liable to you for any direct, indirect or consequential loss or damage, including any loss of actual or anticipated savings, opportunity, revenue, profit or good will, or other economic loss and for any claim, action or proceedings by a third party against you (or any of our officers be liable for any indirect, consequential or special loss, howsoever arising. 17.6 Whilst we will endeavour to comply with our obligations in a timely mannerdamages or liability, we will incur no liability whatsoever for any partial incurred or non- performance of our obligations suffered by reason of any cause beyond our reasonable control including but not limited to any communications, systems or computer failure, market default, suspension, failure or closure, or the imposition or change (including a change of interpretation) of any law or governmental or regulatory requirement and we shall not be held liable for any loss you may incur as a result thereofof any such claim, action or proceeding). 17.7 Nothing under Liability 17.3 Each indemnity is a continuing obligation and Indemnity above seeks survives termination of this contract. 17.4 It is not necessary for those indemnified to exclude incur expense or restrict; or rely on any exclusion or restriction of; any duty or liability we may have to you under the regulatory systemmake payment before enforcing a right of indemnity conferred by this contract.

Liability and Indemnity. 17.1 We shall not be liable for any breach of obligation or default of any counterparty, intermediate broker, bank, custodian, and sub-custodian custodian, market or market operator, exchange, clearing house, depositary or other entity (apart from an affiliated company of ours) which holds money, investments or other documents of title on your behalf or third party with or through whom Transactions on your behalf are conductedyou do business. 17.2 We will not be liable for loss suffered by you in connection with the Services unless such loss directly arises from our gross negligence, wilful default or fraud. 17.3 Save You will pay us on demand all commissions and other charges due to the extent us, premiums on any option purchased on your instructions, such sums as we may otherwise expressly agreeat any time require in or towards satisfaction of any debit balance on your Account or any account comprised therein, you and the amount of any trading loss that may result from any transaction hereunder, interest and service charges due to us on the Account and our reasonable costs and legal fees incurred in collecting any such amounts. All payments shall be made in same day (or immediately available) and freely transferable funds in such currency and to such bank as we may from time to time specify. 17.4 You undertake to keep us, us and our agents and employees fully and effectually effectively indemnified against all costs, charges, claims, liabilities, fees liabilities and expenses whatsoever incurred by us and them pursuant to or in connection with the provision of the Services unless the same arise directly from due to our or their gross negligence, wilful default or fraud. 17.4 Neither we nor 17.5 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 officers shall legal and administrative costs and expenses incurred in respect of taking any legal or investigatory action against you, or instructing any debt collection agency, to recover monies owed by you to us. 17.6 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 and/or costs resulting from or arising out of any act or omission by any person obtaining access to your account by using your designated account number and/or password, whether or not you authorised such access. 17.7 Without prejudice to any other Terms of this Agreement, we will have no liability to you in relation to any loss that you suffer as a result of any delay or defect in or failure of the whole or any part of our Electronic Trading Services’ software or any systems or network links or any other means of communication. We will have no liability to you, whether in contract or in tort (including negligence) in the event that any computer viruses, worms, software bombs or similar items are introduced into your computer hardware or software via our Electronic Trading Services, provided that we have taken reasonable steps to prevent any such introduction. 17.8 You agree we will not be liable for any direct, indirect, special, incidental, punitive or consequential damages (including, without limitation, loss arising from of business, loss of profits, failure to avoid a loss, loss of data, loss or corruption of data, loss of goodwill or reputation) caused by any act or omission of ours under this Agreement. VARIANSE is a trading name of VDX Derivatives. VDX Derivatives is authorised and regulated by the Financial Services Commission (FSC) in the republic of Mauritius with License Number C118023323. Registered Address: 00 Xx Xxxxxxx Xxxxxx, Xxxx Xxxxx, Xxxxxxxxx. 17.9 This section 18.9 applies to your use of any agent electronic service we provide to you including mobile phones and tablet devices and sets out the basis upon which you may view information and enter into Transactions via our and/or a third party’s electronic order routing/trading system. a. We will issue a username and password to you the “Authorised User”. b. We may make such modifications, improvements or additions to the Equipment, electronic service or any part of it as we deem fit. c. We will take reasonable steps to ensure the ongoing availability of the facilities provided by any electronic platform to which we give you access. However, no system is 100% reliable. Moreover, where your connection to our services is made through the facilities of a third party (apart from such as an affiliated company internet service provider) your connection may be interrupted by causes outside of ours) who performs Services pursuant to these Terms except our influence. We will not be responsible for any loss, expense, cost or liability suffered or incurred by you due to the extent that such loss is caused by wilful defaultfailure of the system, fraud transmission failure of relays or similar technical errors unless we have exercised gross negligence in the selection of such agents or third parties on the part of us or our officersconnection therewith. 17.5 In no event shall we or any of our officers be liable for any indirect, consequential or special loss, howsoever arising. 17.6 Whilst we will endeavour to comply with our obligations in a timely manner, we will incur no liability whatsoever for any partial or non- performance of our obligations by reason of any cause beyond our reasonable control including but not limited to any communications, systems or computer failure, market default, suspension, failure or closure, or the imposition or change (including a change of interpretation) of any law or governmental or regulatory requirement and we shall not be held liable for any loss you may incur as a result thereof. 17.7 Nothing under Liability and Indemnity above seeks to exclude or restrict; or rely on any exclusion or restriction of; any duty or liability we may have to you under the regulatory system.

Liability and Indemnity. 17.1 We shall not be liable for any default of any counterparty9.1. Except to the extent its own fraudulent, bank, custodian, sub-custodian willful or other entity (apart from an affiliated company of ours) which holds money, investments negligent acts or other documents of title on your behalf omissions cause loss or with or through whom Transactions on your behalf are conducted. 17.2 We damage CBD will not be liable responsible for and excludes all liability for loss suffered or damage (including any indirect or consequential loss or damage) that the Client may suffer or incur by you reason or in connection with the Services unless such loss directly arises Client’s use of the Service whether or not it is attributable to CBD, its agents or employees including (without limitation): (i) any act or omission of CBD, its agents or employees in relation to the Service or the Client’s use of the Service; (ii) the inability on the Client’s part to access the Service through a telecommunications network or where access to the Service is overloaded, suspended, terminated or otherwise unavailable or unsatisfactory for whatever reason; (iii) where CBD acts on an Instruction purporting to be, but which is not in fact, from our gross negligencean authorised User; (iv) if for any reason the Service system fails, wilful default is unavailable or frauddoes not perform as expected or required; (v) any error contained in an Instruction or any delays in complying with an Instruction; and (vi) any other matter in respect of which liability is excluded under these terms and conditions. 17.3 Save 9.2. The Client will indemnify CBD fully against any liability, loss or damage suffered or incurred by CBD howsoever arising and by whomsoever caused, whether arising directly or indirectly from the Client’s use and operation of the Service or the Client’s access to the Service, except to the extent we may otherwise expressly agreesuch liability, you undertake loss or damage is due to keep usthe willful acts or gross negligence of CBD. 9.3. The Client will indemnify and continue to hold indemnified CBD in full for any claims or demands made by any person against CBD in consequence of CBD having acted in accordance with an Instruction. 9.4. CBD will not be responsible for any loss of or damage to the Client’s data, our agents software, computer, telecommunications or other equipment’s caused as a result of iPrint service. 9.5. The Client irrevocably agrees to release CBD and employees fully hold CBD harmless from and effectually indemnified against all actions, suits proceedings, costs, claims, demands, charges, claimsexpenses, liabilities, fees losses and expenses whatsoever incurred by us and them pursuant to liabilities however arising out of or in connection with the provision of the Services unless the same arise directly from our or their gross negligenceServices, wilful default or fraud. 17.4 Neither we nor any of our officers shall be liable for any loss arising from any act or omission of any agent or third party (apart from an affiliated company of ours) who performs Services pursuant to these Terms except to the extent that such loss is caused by wilful default, fraud or gross negligence in the selection of such agents or third parties on the part of us or our officers. 17.5 In no event shall we or any of our officers be liable for any indirect, consequential or special loss, howsoever arising. 17.6 Whilst we will endeavour to comply with our obligations in a timely manner, we will incur no liability whatsoever for any partial or non- performance of our obligations by reason of any cause beyond our reasonable control including but not limited to the following: (a) CBD having acted in good faith in accordance with the Client’s Instructions using the Service, notwithstanding that such Instruction(s) may have been initiated or transmitted in error or fraudulently altered, misunderstood or distorted in the lines of communication or transmission; or (b) CBD having refrained from acting in accordance with the Client’s instructions by reason of failure of actual transmission thereof to CBD or receipt by CBD for whatever reason, whether connected with fault failure of the internet connection or the sending or receiving machine; or (c) CBD having refrained from acting in accordance with the Client’s instructions or processing any communicationscheque, systems or computer failureif (i) by doing so it shall be in breach of any law, market default, suspension, failure or closureregulation, or (ii) it suspects that there may be any fraud or illegality (including, without limitation any breach of Central Bank of the imposition or change (including a change of interpretation) of any law or governmental or regulatory requirement and we shall not be held liable for any loss you may incur as a result thereof. 17.7 Nothing under Liability and Indemnity above seeks UAE regulations relating to exclude or restrictmoney laundering); or rely on any exclusion (iii) instructed to do so by the Central Bank of the UAE, a competent court of law, law enforcement agency or restriction of; any duty or liability we may have to you under the other regulatory system.authority. ةجيتن ،هلادبتس�ا وأا هتنايس� واأ يئوس�لا حس�الما حلاس�إا فيلاكت دادس� ىلع ليمعلا قفاوي 3-8 فرط نم يئوس�لا حس�الما عايس� وأا ،يدايتعلاا مادختس�لاا وأا ررس� نم هل ثدحي الم .ليمعلا ةلس�لا تاذ موس�رلاو باعتألاا يريغت وأا ليدعت في هقحب يراجتلا يبد كنب ظفتحي 4-8 .ليمعلا عم كترس�لما قافتلاا للاخ نم رخآلا ينح نم ةمدلخاب دهعتيو .ليمعلا باس�ح نم موس�رلاو باعتألاا مس�لخ يراجتلا يبد كنب ليمعلا ص�وفي 5-8 في .موس�رلاو باعتألاا هذه ةيطغتل ةيفاك ةروس�ب باس�لحا ليوتم نامس�ب ليمعلا كلذك ينعتي ،موس�رلاو باعتألاا هذه ةيطغتل ليمعلا باس�ح في ةيفاكلا لاومألاا رفاوتت لم لاح تاعفدلا مس�خ زاوج ىلع قفاوي امك ،بلطلا دنع زجعلا اذه ةميق عفدي نأا ليمعلا ىلع كنب ىدل ليمعلل ىرخأا تاباس�ح يأا نم اهنم ءزج يأا وأا ةقحتس�لما ةلس�لا تاذ غلابلما وأا .تاباس�لحا هذه ىمس�م نع رظنلا ص�غب ،يراجتلا يبد بناج نم لامهإا وأا دمعتم وأا ليايتحا فرس�ت يأا ةجيتن ررس�لا وأا ةراس�لخا نكت لم ام 1-9 وأا رئاس�خ يأا كلذ في ابم( ررس� وأا ةراس�خ يأا ةيلوئس�م كنبلا لمحتي نل ،كنبلا وأا ةمدخلل همادختس�ا ببس�ب اهدبكت وأا ليمعلا اهلمتح )ةئس�ان وأا ةرس�ابم يرغ تاس�يوعت هيفظوم وأا هئلاكو وأا كنبلا ببس�ب ررس�لا وأا ةراس�لخا كلت تناك ءاوس� ،اهب قلعتي اميف :)رس�لحا لا لاثلما ليبس� ىلع( كلذ في ابم ،لا مأا ةمدلخاب قلعتي اميف هئلاكو وأا هيفظوم وأا كنبلا بناج نم لامهإا وأا فرس�ت يأا )1( ةمدخلل ليمعلا مادختس�ا وأا ناك اذإا وأا تلااس�تلاا ةكبس� قيرط نع ةمدلخا لىإا لوس�ولا ليمعلا ةردق مدع )2( تحبس�أا اذإا وأا اهئاهنإا وأا اهفاقيإا تم اذإا وأا ةمدلخا لىإا لوس�ولا ىلع طغس� كانه .بابس�ألاا نم ببس� يأا ةيس�رم يرغ وأا ةحاتم يرغ مدختس�لما نع ةرداس� اهنأا ص�ترفلما نم تاميلعت ءوس� في كنبلا فرس�تي امدنع )3( كلذك تس�يل اهنكلو ،ص�وفلما لا وأا حاتم يرغ حبس�أا وأا بابس�ألاا نم ببس� يألا ةمدلخا ماظن في روس�ق ثدح اذإا )4( بولطلما وأا عقوتلما وحنلا ىلع لمعي تاميلعتلا ذيفنت في يرخأات يأا وأا تاميلعتلا في دراو أاطخ يأا )5( طورس�لاو دونبلا هذه بجوبم ةيلوؤوس�لما هنم ىنثتس�ت رخآا رمأا يأا )6( وأا كنبلا اهلمتح ررس� وأا ةراس�خ وأا ةيلوئس�م يأا دس� لماكلاب ليمعلا كنبلا ص�وعي 2-9 يرغ وأا ةرس�ابم ةروس�ب ةئس�ان تناكأا ءاوس� ،اهب ببس�ت نم وأا اهببس� ناك ايأا اهدبكت ةيلوؤوس�لما كلت نكت لم ام ،اهيلإا هلوس�و وأا ةمدخلل هليغس�تو ليمعلا مادختس�ا نم ةرس�ابم .كنبلا بناج نم لامهإا وأا دمعتم فرس�ت يأا ةجيتن ررس�لا وأا ةراس�لخا وأا يأا اهعفري ىواعد وأا تابلاطم يأا دس� لماكلاب هنع ىذألاا اأ رديو كنبلا ليمعلا ص�وعي 3-9 .ليمعلا نم تاميلعت ةيألا اقفو كنبلا فرس�ت ةجيتن كنبلا دس� ص�خس� وأا تايمجبرلا وأا تانايبلاب قحلي ررس� وأا ةراس�خ يأا نع ةيلوؤوس�لما كنبلا لمحتي نل 4-9 ةجيتن ،ليمعلاب ةس�الخا تادعلما نم اهيرغ وأا تلااس�تلاا ةمظنأا وأا بوس�الحا ةزهجأا .iPrint ةينوتركلإلاا ةعابطلا ةمدخ مادختس�ا لباقم هس�يوعتو كنبلا ةمذ ءاربإا ىلع اهيف عوجرلل ةلباق يرغ ةروس�ب ليمعلا قفاوي 5-9 موس�رلاو تابلاطلماو فيلاكتلاو ،ةيئاس�قلا تاءارجإلااو ىواعدلاو اياس�قلا عيمج في ابم ،تامدلخا يمدقت نع ةئس�انلاو ،تناك ايمأا تامازتللااو رئاس�لخاو فيراس�لما :رس�لحا لا لاثلما ليبس� ىلع يلي ام كلذ مغرلا ىلع ،ةمدلخا مادختس�اب ليمعلا تاميلعتل اقبط ةين نس�حب كنبلا فرس�ت )أا( اهمهف ئيس�أا وأا تيرغت وأا أاطلخاب تلقن وأا تجتن نوكت دق تاميلعتلا كلت نأا نم ثبلا وأا لاس�تلاا طوطخ في ةيلايتحا ةروس�ب تهوس� وأا كلتل يلعفلا ثبلا في لطع ببس�ب ليمعلا تاميلعت قفو لمعلا نع كنبلا عانتما )ب( ناكأا ءاوس� ،ببس�لا ناك امهم ،اهل كنبلا ملاتس�ا في وأا كنبلا لىإا تاميلعتلا ملاتس�لاا وأا لاس�رإلاا ةلآا في وأا تنترنإلااب لاس�تلاا لطعتب طبترم تلاالحا في ،كيس� يأا ةلجاعم وأا ليمعلا تاميلعت قفو فرس�تلا نع كنبلا عانتما )ج( في كس� هيدل ناك -2 ،كلذب همايق دنع ماظن وأا نوناق يألا هقرخ -1 :ةيلاتلا ليبس� ىلع كلذ في ابم( ةينوناقلا مدع وأا لايتحلاا روس� نم يأا دوجو ةيلامتحا ،ةدحتلما ةيبرعلا تارامإلااب يزكرلما فرس�لما حئاولل قرخ يأا رس�لحا لا لاثلما فرس�لما بناج نم كلذ لعفي نأا هيلإا زعوأا -3 ،)لاومألاا ليس�غب ةلس�لا تاذ ذافنإا ةئيه وأا ،ةلس�لا تاذ ةمكحلما وأا ،ةدحتلما ةيبرعلا تارامإلااب يزكرلما .ىرخأا ةيميظنت ةطلس� يأا وأا ،نوناقلا

Liability and Indemnity. 17.1 19.1 The execution of transactions made in fulfilling your orders under this Agreement is subject to: (i) the provision of services by third party services providers (including, without limitation, providers of trading software, trading platforms and processing/ bridging services); and (ii) the acceptance, processing and execution of instructions and/or transactions by banks and/or liquidity providers. We are not liable for: 19.1.1 any losses arising out the provision of such third party services, including (without limitation) any loss of data, loss or interruption in the use of software and/or any errors made in processing instructions; and/or 19.1.2 any losses arising out of the refusal by any banks and/or liquidity providers to process instructions and/or execute any transaction. In addition, we shall not be liable for any breach of obligation or default of any counterparty, intermediate broker, bank, custodian, sub-custodian custodian, market or market operator, exchange, clearing house, depositary or other entity (apart from an affiliated company of ours) which holds money, investments third party with whom you or other documents of title on your behalf or with or through whom Transactions on your behalf are conductedwe do business. 17.2 19.2 We will not be liable for loss suffered by you in connection with the Services unless such loss directly arises from our gross negligence, wilful default or fraud. Without limitation to the generality of the foregoing, we will not be liable for any loss suffered by you in connection with services provided or not provided by the Relationship Manager where the Relationship Manager has acted outside our instructions and beyond our reasonable control. 17.3 Save 19.3 You will pay us on demand all commissions and other charges due to the extent us, premiums on any option purchased on your instructions, such sums as we may otherwise expressly agreeat any time require in or towards satisfaction of any debit balance on your Account or any account comprised therein, you and the amount of any trading loss that may result from any transaction hereunder, interest and service charges due to us on the Account and our reasonable costs and legal fees incurred in collecting any such amounts. All payments shall be made in same day and freely transferable funds in such currency and to such bank as we may from time to time specify. 19.4 You undertake to keep us, us and our agents and employees fully and effectually effectively indemnified against all costs, charges, claims, liabilities, fees liabilities and expenses whatsoever incurred by us and them pursuant to or in connection with the provision of the Services unless the same arise directly from due to our or their gross negligence, wilful default or fraud. This clause will survive termination of this Agreement. 17.4 Neither we nor 19.5 The following provisions set out our entire financial liability (including any liability for the acts or omissions of our officers employees, agents and subcontractors) to you in respect of any: 19.5.1 breach of this Agreement; and 19.5.2 representation, statement, act or omission including negligence arising under or in relation to this Agreement. 19.6 Notwithstanding the above nothing in this Agreement excludes or limits our liability for: 19.6.1 death or personal injury caused by our negligence; or 19.6.2 fraud or fraudulent misrepresentation. 19.7 Subject to clauses 19.6, we shall not be liable for any loss arising from any act any: 19.7.1 loss, expense, cost or omission of any agent liability (together "Loss") suffered or third party (apart from an affiliated company of ours) who performs Services pursuant to these Terms except incurred by you unless and to the extent that such loss Loss is caused by wilful default, fraud suffered or gross negligence in the selection of such agents or third parties on the part of us or our officers. 17.5 In no event shall we or any of our officers be liable for any indirect, consequential or special loss, howsoever arising. 17.6 Whilst we will endeavour to comply with our obligations in a timely manner, we will incur no liability whatsoever for any partial or non- performance of our obligations by reason of any cause beyond our reasonable control including but not limited to any communications, systems or computer failure, market default, suspension, failure or closure, or the imposition or change (including a change of interpretation) of any law or governmental or regulatory requirement and we shall not be held liable for any loss you may incur incurred as a result thereof.of our negligence or default; or 17.7 Nothing under Liability and Indemnity above seeks 19.7.2 indirect or consequential loss or damage (whether for loss of profit, loss of business or otherwise), costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in relation to exclude or restrictthis Agreement; or rely on any exclusion or restriction of; any duty or liability we may have to you under the regulatory system19.

Liability and Indemnity. 17.1 Without prejudice to any other terms of this Agreement, relating to the limitation of liability and provision of indemnities, the following clauses shall apply to our Electronic Services. • Immediate suspension or permanent withdrawal. We have the right, unilaterally and with immediate effect, to suspend or withdraw permanently your ability to use any Electronic Service, or any part thereof, without notice, where we consider it necessary or advisable to do so, for example due to your non-compliance with the Applicable Regulations, breach of any provisions of this Agreement, on the occurrence of an Event of Default, network problems, failure of power supply, for maintenance, or to protect you when there has been a breach of security. In addition, the use of an Electronic Service may be terminated automatically, upon the termination (for whatever reason) of: • any licence granted to us which relates to the Electronic Service; or • this Agreement. • Suspension or permanent withdrawal with notice. We may suspend or permanently withdraw an Electronic Service, by giving you 24 hours written notice. • Markets. We shall not be liable for any default act taken by or on the instruction of any counterpartyan exchange, bank, custodian, sub-custodian clearing house or other entity (apart from an affiliated company of ours) which holds money, investments or other documents of title on your behalf or with or through whom Transactions on your behalf are conducted. 17.2 regulatory body. • Unauthorised use. We will shall not be liable for any loss, liability or cost whatsoever arising from any unauthorised use of the Electronic Service. You shall on demand indemnify, protect and hold us harmless from and against all losses, liabilities, judgements, suits, actions, proceedings, claims, damages and costs resulting from or arising out of any act or omission by any person using an Electronic Service by using your designated passwords, whether or not you authorised such use. • Viruses from your System. You will ensure that no computer viruses, worms, software bombs or similar items are introduced into our computer system or network and will indemnify us on demand for any loss suffered that we suffer arising as a result of any such introduction. • Viruses from an Electronic Service. We shall have no liability to you (whether in contract or in tort, including negligence) in the event that any viruses, worms, software bombs or similar items are introduced into the System via an Electronic Service or any software provided by us to you in order to enable you to use the Electronic Service, provided that we have taken reasonable steps to prevent any such introduction. • We shall not be obliged to execute any instruction which has been identified that is based on errors caused by delays of the system to update prices provided by the system price feeder or the third party service providers. We do not accept any liability towards executed trades that have been based and have been the result of delays as described above. • Delays. Neither we nor any third party software provider accepts any liability in respect of any delays, inaccuracies, errors or omissions in any data provided to you in connection with the Services unless such loss directly arises from our gross negligencean Electronic Service. We do not accept any liability in respect of any delays, wilful default inaccuracies or fraud. 17.3 Save errors in prices quoted to the extent you if these delays, inaccuracies or errors are caused by third party service providers with which we may otherwise expressly agreecollaborate. • System errors. We shall have no liability to you for damage which you may suffer as a result of transmission errors, you undertake to keep ustechnical faults, our agents and employees fully and effectually indemnified against all costsmalfunctions, chargesillegal intervention in network equipment, claimsnetwork overloads, liabilitiesmalicious blocking of access by third parties, fees and expenses whatsoever incurred by us and them pursuant to internet malfunctions, interruptions or in connection with the provision of the Services unless the same arise directly from our or their gross negligence, wilful default or fraud. 17.4 Neither we nor any of our officers shall be liable for any loss arising from any act or omission of any agent or third party (apart from an affiliated company of ours) who performs Services pursuant to these Terms except to the extent that such loss is caused by wilful default, fraud or gross negligence in the selection of such agents or third parties other deficiencies on the part of internet service providers. You acknowledge that access to Electronic Services may be limited or unavailable due to such system errors, and that we reserve the right upon notice to suspend access to Electronic Services for this reason. • Effects of termination. In the event of a termination of the use of an Electronic Service for any reason, upon request by us, you shall, at our option, return to us or our officers. 17.5 In no event shall destroy all hardware, software and documentation we or have provided you in connection with such Electronic Service and any of our officers be liable for any indirect, consequential or special loss, howsoever arising. 17.6 Whilst we will endeavour to comply with our obligations in a timely manner, we will incur no liability whatsoever for any partial or non- performance of our obligations by reason of any cause beyond our reasonable control including but not limited to any communications, systems or computer failure, market default, suspension, failure or closure, or the imposition or change (including a change of interpretation) of any law or governmental or regulatory requirement and we shall not be held liable for any loss you may incur as a result copies thereof. 17.7 Nothing under Liability and Indemnity above seeks to exclude or restrict; or rely on any exclusion or restriction of; any duty or liability we may have to you under the regulatory system.

Liability and Indemnity. 17.1 9.1 We shall are not be liable in contract, tort or otherwise to you for any default of any counterparty, bank, custodian, sub-custodian or other entity (apart from an affiliated company of ours) which holds money, investments or other documents of title on your behalf or with or through whom Transactions on your behalf are conducted. 17.2 We will not be liable for loss suffered by you in connection with any way relating to the Services unless such loss directly arises from our gross negligence, wilful default or fraud. 17.3 Save Custody Service except to the extent we may otherwise expressly agreethat the Corporations Act, you undertake this JBWere Multi-Asset Platform Agreement, or an Additional Service Agreement impose such liability. 9.2 Subject to keep usthe Corporations Act, our agents liability to you is limited to the value of your Custody Portfolio. 9.3 Our liability to any person other than you in respect of the Custody Service is limited to our ability to be indemnified from the assets held by us under the Custody Service. 9.4 In addition to any indemnity allowed by law and employees fully the indemnities under the Custody Service Deed and effectually clause 23.4 of Division 1 of the JBWere Multi- Asset Platform Agreement, we are entitled to be indemnified against all costs, charges, claims, liabilities, fees and expenses whatsoever out of the assets held by us under the Custody Service for any liability incurred by us and them pursuant to in properly performing or in connection with the provision of the Services unless the same arise directly from our or their gross negligence, wilful default or fraud. 17.4 Neither we nor exercising any of our officers shall be liable for powers or duties under the JBWere Multi-Asset Platform Agreement, an Additional Service Agreement, or in relation to a Service. 9.5 Without limitation, the indemnity under clause 9.4 includes any loss arising from liability incurred as a result of any act or omission of a Custodian, delegate or agent appointed by us, or any agent or third party (apart from an affiliated company delegate of ours) who performs Services such a person. 9.6 Where a liability is incurred pursuant to these Terms except to a proper exercise of our powers under the extent that such loss is caused by wilful defaultJBWere Multi- Asset Platform Agreement or at law, fraud or gross negligence in the selection of such agents or third parties on the part of us or our officers. 17.5 In no event shall we or may exercise any of our officers be liable for rights of indemnification or reimbursement out of the assets held by us under the Custody Service to satisfy that liability to any indirectcreditor or us (in our capacity as custodian), consequential despite any loss you may have suffered or special loss, howsoever arisingany diminution in the value of the assets held by us under the Custody Service as a consequence of any unrelated act or omission by us or by any person or entity acting on our behalf. 17.6 Whilst 9.7 It is not necessary for us to incur an expense or make a payment before enforcing an indemnity. 9.8 Despite this clause 9, we will endeavour are liable to you if you suffer loss due to a failure by us or any Custodian to comply with our obligations in a timely manner, we duties under this Agreement or to observe reasonable standards generally applied by providers of custody services similar to the Custody Service. We will incur no liability whatsoever not however be liable to you for any partial or non- performance of our obligations by reason losses you incur on the Insolvency of any cause beyond our Custodian provided we have taken reasonable control including but not limited to any communications, systems or computer failure, market default, suspension, failure or closure, or care in the imposition or change (including a change appointment and monitoring of interpretation) of any law or governmental or regulatory requirement and we shall not be held liable for any loss you may incur as a result thereofthat Custodian. 17.7 Nothing under Liability and Indemnity above seeks to exclude or restrict; or rely on any exclusion or restriction of; any duty or liability we may have to you under the regulatory system.

Liability and Indemnity. 17.1 We 9.1 Except as set forth herein, Yissum expressly disclaims any and all implied or express warranties and makes no express or implied warranties of merchantability or fitness for any particular purpose of the Licensed Technology contemplated by this Agreement. 9.2 Company shall not be solely liable for any default loss, injury and/or damage whatsoever caused to its employees and/or any person acting on its behalf by reason of Company’s acts and/or omissions pursuant to this Agreement and/or by reason of any counterparty, bank, custodian, sub-custodian or other entity (apart from an affiliated company use made of ours) which holds money, investments or other documents of title on your behalf or with or through whom Transactions on your behalf are conductedthe Licensed Technology by Company. 17.2 We will not be liable for loss suffered by you in connection with 9.3 Company undertakes to indemnify, defend and hold harmless (i) Yissum and any person acting on its behalf and any of its directors, officers, employees and representatives, and (ii) the Services unless such loss directly arises Hebrew University of Jerusalem and any person acting on its behalf and any of its directors, officers, employees and representatives (herein referred to as “Indemnitees”) from our gross negligenceand against any liability including without limitation product liability, wilful default damages, losses or fraud. 17.3 Save to the extent we may otherwise expressly agree, you undertake to keep us, our agents and employees fully and effectually indemnified against all costs, charges, claims, liabilities, expenses including reasonable legal fees and litigation expenses whatsoever incurred by us and them pursuant to or in connection with imposed upon the provision Indemnitees (collectively, “Losses”) only by reason of Company’s acts and/or omissions and/or which derive from Company’s use, development, manufacture, marketing, sale and/or sublicensing of the Services unless the same arise directly from our or their gross negligence, wilful default or fraud. 17.4 Neither we nor any of our officers shall be liable for any loss arising from any act or omission of any agent or third party (apart from an affiliated company of ours) who performs Services pursuant to these Terms Licensed Technology except to the extent that such loss is caused by wilful default, fraud or Losses are determined to have resulted from the gross negligence or willful misconduct of Indemnitees. 9.4 Company shall obtain prior to the commencement of clinical trials by Company and prior to the First Commercial Sale, comprehensive general liability insurance which shall provide: (i) product liability coverage, (ii) contractual liability coverage for Company’s indemnification under this Agreement and in particular as stated in Section 9.3, and (iii) Yissum as an additional named insured. Upon the commencement of any clinical trial, Company shall procure and maintain comprehensive clinical trial liability insurance in amounts commensurate with accepted commercial practice. All required insurance will be at Company’s sole cost and expense. 9.5 Company shall provide Yissum with written evidence of such insurance upon request of Yissum. Company shall ensure that it maintains on a continuous basis only during the relevant term of this Agreement the foregoing insurance coverage, and shall not cancel or terminate such insurance with any insurance provider unless it has in place alternative coverage consistent with the foregoing. Company shall provide Yissum with written notice of any material change in such insurance not later than fifteen (15) days of such change taking effect. 9.6 Company shall maintain comprehensive general liability insurance beyond the expiration or termination of this Agreement during the period that a Licensed Product is being commercialized, distributed or sold by Company and/or any Sublicensee. In the event of early termination by Yissum, the cost of such general liability insurance for a period of three (3) months following the date of termination will he borne by Company and thereafter will be borne by Yissum. 9.7 Yissum represents and warrants that to the best of its actual knowledge: (i) the Patents which have been issued and are listed in Appendix 1 are valid and enforceable: (ii) it has the full power to enter into this Agreement, to carry out its obligations under this Agreement, and to grant the rights granted to Company herein; (iii) it has not previously granted and shall not grant to any third party any rights which are inconsistent with the rights granted to Company herein, (iv) it has the rights, title, and interest in and to the Patents, and (v) the Licensed Technology constitutes all of the intellectual property rights developed by Pxxx. Xxxxxxx Xxxxxxxx laboratory in the selection Hebrew University in the field of such agents or third parties on the part of us or our officersH19 and IGF2 gene. 17.5 In 9.8 Company represents that: (i) it has full corporate power and authority to enter into this Agreement and carry out all the provisions of this Agreement; (ii) it is authorized to execute this Agreement on its behalf; (iii) the person executing this Agreement is duly authorized to do so; and (iv) no event shall we consent, approval or any of our officers be liable for any indirect, consequential or special loss, howsoever arising. 17.6 Whilst we will endeavour to comply with our obligations in a timely manner, we will incur no liability whatsoever for any partial or non- performance of our obligations by reason authorization of any cause beyond our reasonable control including but not limited to any communications, systems or computer failure, market default, suspension, failure or closure, or the imposition or change (including a change of interpretation) of any law or governmental or regulatory requirement and we shall not be held liable for any loss you may incur as a result thereofother party is required in connection with entering into this Agreement. 17.7 Nothing under Liability and Indemnity above seeks to exclude or restrict; or rely on any exclusion or restriction of; any duty or liability we may have to you under the regulatory system.

Liability and Indemnity. 17.1 We shall not be liable 8.1 Subject to clause 8.4, Questionmark excludes liability for any default loss of any counterpartyprofit, bankloss of anticipated savings, custodianloss of reputation, sub-custodian interest, penalties, legal or other entity (apart from an affiliated company professional costs and expenses in each case whether direct or indirect, and for all indirect or consequential loss or damage suffered or incurred by the Customer arising out of ours) which holds money, investments or other documents of title on your behalf or with or through whom Transactions on your behalf are conducted. 17.2 We will not be liable for loss suffered by you in connection with Questionmark’s breach or negligent performance or non- performance of this Agreement. 8.2 Subject to clause 8.4, the Services unless such loss directly arises from our gross maximum aggregate liability of Questionmark to the Customer under or in connection with this Agreement (whether in contract or tort, including negligence, wilful default misrepresentation or fraudotherwise) shall be a sum no greater than the higher of 105% of the Fees actually paid in accordance with clause 6 in the year in which the liability is incurred or twenty-five thousand UK pounds sterling (£25,000), the Customer acknowledging that where Questionmark is providing a free trial, the cap shall be zero. 17.3 Save to the extent we may otherwise expressly agree, you undertake to keep us, our agents and employees fully and effectually indemnified against 8.3 The Customer shall indemnify Questionmark for all direct costs, chargesexpenses, claims, liabilities, fees damages and expenses whatsoever losses suffered or incurred by us Questionmark, and them pursuant to indemnify and hold harmless Questionmark from any claim from a third party in each case, arising out of or in connection with the provision of the Services unless the same arise directly from our Customer’s breach or their gross negligence, wilful default or fraud. 17.4 Neither we nor any of our officers shall be liable for any loss arising from any act or omission of any agent or third party (apart from an affiliated company of ours) who performs Services pursuant to these Terms except to the extent that such loss is caused by wilful default, fraud or gross negligence in the selection of such agents or third parties on the part of us or our officers. 17.5 In no event shall we or any of our officers be liable for any indirect, consequential or special loss, howsoever arising. 17.6 Whilst we will endeavour to comply with our obligations in a timely manner, we will incur no liability whatsoever for any partial negligent performance or non- performance of our obligations this Agreement to the full extent of such liability 8.4 Nothing in this Agreement shall exclude either party’s liability for: 8.4.1 death or personal injury caused by reason of its negligence; 8.4.2 fraud or fraudulent misrepresentation; or 8.4.3 any cause beyond our reasonable control including but not limited to any communications, systems or computer failure, market default, suspension, failure or closure, or the imposition or change (including a change of interpretation) of any law or governmental or regulatory requirement and we shall other liability which cannot be held liable for any loss you may incur as a result thereofproperly excluded by law. 17.7 Nothing under Liability 8.5 EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ALL REPRESENTATIONS, CONDITIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED (BY STATUTE OR OTHERWISE) ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. 8.6 Notwithstanding any other provision of this Agreement, in the event Customer re- orders Services, Customer expressly waives and Indemnity above seeks forever releases Questionmark from any and all claims, demands, damages, lawsuits, liabilities, losses, judgments, and/or costs related to exclude or restrict; or rely on in any exclusion or restriction of; any duty or liability we may have to you under the regulatory systemway connected with its prior receipt of Services.

Liability and Indemnity. 17.1 We 10.1 You agree to indemnify and hold us harmless against any and all liability arising from: (a) losses, including loss of use of, or damage to any property owned by us, or for which we are are responsible for, including property held in trust; (b) claims for personal injury, death, loss of (including resultant loss) or damage to any other property not owned or controlled by us; (c) a breach by you of this Contract; and (d) any claim for loss, damages or expenses sufferred or incurred by us, arising out of your acts, defaults or omissions. 10.2 Your obligation to indemnify us shall not be liable reduced proportionately to the extent our negligence contributed to an indemnity event under clause 10.1. 10.3 Liquidated damages will only be applicable if we have agreed in writing that the rate is acceptable, and any liquidated damages will be your sole remedy for any default of any counterparty, bank, custodian, sub-custodian or other entity (apart from an affiliated company of ours) which holds money, investments or other documents of title on your behalf or with or through whom Transactions on your behalf are conducted. 17.2 We will not be liable for loss suffered by you delay in connection with this Contract. In any event, liquidated damages will be limited to 5% of the Services unless such loss directly arises from our gross negligence, wilful default or fraudContract Sum in the aggregate. 17.3 Save 10.4 Notwithstanding any other provision of this Contract, our liability in connection with, arising out of or related to the extent we may otherwise expressly agreeSupply performed under this Contract, you undertake to keep uswhether in contract, our agents and employees fully and effectually indemnified against all coststort (including negligence), charges, claims, liabilities, fees and expenses whatsoever incurred by us and them pursuant to or in connection with the provision of the Services unless the same arise directly from our or their gross negligence, wilful default or fraud. 17.4 Neither we nor any of our officers shall be liable for any loss arising from any act or omission of any agent or third party under statute (apart from an affiliated company of ours) who performs Services pursuant to these Terms except to the extent that it is possible to exclude such loss liability), pursuant to an indemnity, or on any other basis in law, in equity or otherwise, and whether arising in connection with one or more events, is caused by wilful default, fraud or gross negligence in limited to 50% of the selection of such agents or third parties on the part of us or our officersContract Sum. 17.5 In no event shall 10.5 Notwithstanding any other provision of this Contract, we or any of our officers be are not liable for any indirect, consequential or special of the following types of loss, howsoever however arising: (a) any financial or economic loss, including loss of profit, loss of revenue, loss of use, loss of production, loss of agreement or contract, loss of goodwill or loss of business opportunity; (b) any new or increased costs and expenses, including financing, capital or operating costs; (c) any special, incidental, indirect or consequential loss; and (d) any loss resulting from any liability of the other party to any third party whether arising under contract or otherwise. 17.6 Whilst we will endeavour 10.6 Nothing under this clause 10 shall reduce or waive our right to comply with our obligations in a timely manner, we will incur no liability whatsoever for any partial or non- performance of our obligations be indemnified by reason of any cause beyond our reasonable control including but not limited to any communications, systems or computer failure, market default, suspension, failure or closure, or the imposition or change (including a change of interpretation) of any you at law or governmental or regulatory requirement and we shall not be held liable for any loss you may incur as a result thereofother such relief made available under this Contract. 17.7 Nothing under Liability and Indemnity above seeks to exclude 10.7 This clause 10 survives termination or restrict; or rely on any exclusion or restriction of; any duty or liability we may have to you under the regulatory systemexpiry of this Contract.

Liability and Indemnity. 17.1 We 14.1 PledgeMe is not liable in any way for payments processed by Flo2Cash or any similar payments provider and is not responsible in any way for the failure of any Investor payments. 14.2 To the maximum extent permitted by law, we shall not be liable to you for any default direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, business, goodwill, intangible losses (even if PledgeMe has been advised of the possibility of such damages), resulting from breach of contract or in tort, including negligence, or any other matter relating to the Services. 14.3 If we are ever liable to you and, for any reason whatsoever, the maximum combined amount we will have to pay you and anyone else who uses our Services (together) is a total of NZD10,000. 14.4 You indemnify PledgeMe against all forms of liability, actions, proceedings, demands, costs, charges and expenses which PledgeMe may incur or suffer as a result of any counterparty, bank, custodian, sub-custodian action or other entity (apart from an affiliated company inaction we take in relation to you and your Shares or as a result of ours) which holds money, investments or other documents of title on your behalf or failure to comply with or through whom Transactions on your behalf are conductedthis Agreement. 17.2 We will not be liable for loss suffered by you in connection with the Services unless such loss directly arises from our gross negligence, wilful default 14.5 You hereby indemnify us against any liability we incur to any Investor or fraud. 17.3 Save to the extent we may otherwise expressly agree, you undertake to keep us, our agents and employees fully and effectually indemnified against all costs, charges, claims, liabilities, fees and expenses whatsoever incurred by us and them pursuant to third party arising out of or in connection with the provision Shares or your Campaign, your performance or breach of this Agreement and your use of the Services unless including in relation to information posted on the same arise directly from Website or to any Investor or former Investor where such liability arises out of or in connection with the issuing, listing, sale or trade of Shares on our or their gross negligence, wilful default or fraudWebsite. 17.4 Neither we nor 14.6 The Services are provided for use in business, so you are not a consumer. To the maximum extent permitted by law, any statutory or other consumer protection provisions (including in the Consumer Xxxxxxxxxx Xxx 0000 and in the Fair Trading Act 1986) do not apply to the Services, this Agreement, or our relationship with you. 14.7 Each clause in this Agreement operates separately. If any court or competent authority decides that any of our officers shall be liable for any loss arising from any act them are unlawful or omission of any agent or third party (apart from an affiliated company of ours) who performs Services pursuant to these Terms except to unenforceable, the extent that such loss is caused by wilful default, fraud or gross negligence remaining clauses will remain in the selection of such agents or third parties on the part of us or our officersfull force and effect. 17.5 14.8 In no event shall we or any this clause "we" and "us" includes our subsidiaries and Associated Persons, and the directors, officers, employees and contractors of our officers be liable for any indirect, consequential or special loss, howsoever arisingeach of us. 17.6 Whilst we will endeavour to comply with our obligations in a timely manner, we will incur no liability whatsoever for any partial or non- performance of our obligations by reason of any cause beyond our reasonable control including but not limited to any communications, systems or computer failure, market default, suspension, failure or closure, or the imposition or change (including a change of interpretation) of any law or governmental or regulatory requirement and we shall not be held liable for any loss you may incur as a result thereof. 17.7 Nothing under Liability and Indemnity above seeks to exclude or restrict; or rely on any exclusion or restriction of; any duty or liability we may have to you under the regulatory system.

Liability and Indemnity. 17.1 We 8.1. Nothing in this Agreement shall exclude or in any way limit either party’s liability for fraud, or for death or personal injury caused by its negligence, or any other liability to the extent such liability cannot be liable excluded or limited as a matter of law. 8.2. Subject to clause 8.1 and without prejudice to any other provision of these Terms, the Client agrees that: 8.2.1. this Agreement states the full extent of MIKROS’s obligations and liabilities in respect of the Works and performance of the Services; 8.2.2. UNDER NO CIRCUMSTANCES SHALL MIKROS BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSS OR DAMAGE WHATSOEVER, INCLUDING BUT NOT LIMITED TO ANY LOSS OF REVENUE OR BUSINESS PROFITS, BUSINESS INTERRUPTION, DEPLETION OF GOODWILL, LOSS OF USE OR CORRUPTION OF DATA OR SOFTWARE, WHETHER ON A DIRECT OR INDIRECT BASIS; 8.2.3. XXXXXX’s entire liability for any default of any counterparty, bank, custodian, sub-custodian or other entity (apart from an affiliated company of ours) which holds money, investments or other documents of title on your behalf or with or through whom Transactions on your behalf are conducted. 17.2 We will not be liable for direct loss suffered by you in connection with the Services unless such loss directly arises from our gross negligence, wilful default or fraud. 17.3 Save to the extent we may otherwise expressly agree, you undertake to keep us, our agents and employees fully and effectually indemnified against all costs, charges, claims, liabilities, fees and expenses whatsoever incurred by us and them pursuant to Client under or in connection with this Agreement shall, subject to the provision limitations expressly set forth herein, not exceed the fees paid by the Client in accordance with this Agreement; and 8.2.4. this clause 8.2 is reasonable and necessary in the circumstances and, having regard to that fact, does not take effect harshly or unreasonably against the Client. 8.3. The Client shall indemnify and hold harmless MIKROS and its parent companies, affiliates and subsidiaries and their respective officers, directors, employees and agents (collectively, “MIKROS Indemnitees”) from and against all claims, judgements or proceedings and all costs, liabilities, losses, expenses and damages of any kind (including reasonable legal and other professional fees and expenses) awarded against, or incurred or paid by, any of the MIKROS Indemnitees as a result of or in connection with: 8.3.1. any defamatory, slanderous or libelous matter or invasion of privacy or any infringement or alleged infringement of a third party’s Intellectual Property Rights or other rights arising out of the supply or use of the Client Materials in relation to the Works and/or in the course of carrying out the Services; 8.3.2. any damage to property caused by XXXXXX in the course of carrying out the Services unless the same arise directly from our or their gross negligence, wilful default or fraud. 17.4 Neither we nor any as a result of our officers shall be liable for any loss arising from any act or omission of any agent or third party the Client (apart from an affiliated company including its officers, employees, consultants, freelancers and agents); 8.3.3. the publication, processing, use, distribution and/or exhibition of ours) who performs Services pursuant to these Terms except to the extent that such loss is caused by wilful default, fraud or gross negligence in the selection of such agents or third parties on the part of us or our officers.Client Materials; 17.5 In no event shall we or 8.3.4. XXXXXX carrying out any of our officers be liable for any indirectClient’s written instruction(s) or following the written instructions of Client (including, consequential or special loss, howsoever arising. 17.6 Whilst we will endeavour to comply with our obligations in a timely manner, we will incur no liability whatsoever for any partial or non- performance of our obligations by reason of any cause beyond our reasonable control including but not limited to, any claim that Client does not have full and lawful authority to place or authorize MIKROS to execute an order with MIKROS in respect of the Client Materials); and 8.3.5. any breach by the Client, including its officers, employees, consultants, freelancers and agents, of any of these Terms or the terms of any Contract for Services. 8.4. Clause 8.3 above shall apply whether the Client, or its officers, employees, consultants, freelancers or agents, have been negligent or otherwise. 8.5. Any recommendations or suggestions by MIKROS relating to the use of the Works are given in good faith but it is for the Client to satisfy itself of the suitability of the Works for its own particular purpose. Accordingly, unless otherwise expressly agreed in writing, XXXXXX gives no warranty as to the fitness of the Works for any particular purpose, even though that purpose may be specified in the applicable Quote or Contract for Services, and any implied warranty or condition (statutory or otherwise) to that effect is excluded. 8.6. Each party will only look to the other party and not to any communicationsdirector, systems officer, employee, consultant, freelancer or computer failure, market default, suspension, failure or closure, or agent of the imposition or change (including a change of interpretation) other party for satisfaction of any law claim, demand or governmental cause of action for damages, injuries or regulatory requirement and we shall not be held liable for any loss you may incur losses incurred as a result thereofof the other party’s action or inaction. 17.7 Nothing under Liability and Indemnity above seeks to exclude or restrict; or rely on any exclusion or restriction of; any duty or liability we may have to you under the regulatory system.

Liability and Indemnity. 17.1 We shall 17.1. Zagga and its directors, shareholders, employees, agents, contractors, and Associated Persons are not be liable for in any default way for: (a) the failure of any counterpartyBorrower payments; (b) any failure to provide the Website or otherwise to comply with this Agreement, bank, custodian, subif the failure or non-custodian or other entity (apart from an affiliated company of ours) which holds money, investments or other documents of title on your behalf or with or through whom Transactions on your behalf are conducted. 17.2 We will not be liable for loss suffered by you in connection with the Services unless such loss directly arises from our gross negligence, wilful default or fraud. 17.3 Save to the extent we may otherwise expressly agree, you undertake to keep us, our agents and employees fully and effectually indemnified against all costs, charges, claims, liabilities, fees and expenses whatsoever incurred by us and them pursuant to or in connection with the provision of the Services unless the same arise directly from our or their gross negligence, wilful default or fraud. 17.4 Neither we nor any of our officers shall be liable for any loss arising from any act or omission of any agent or third party (apart from an affiliated company of ours) who performs Services pursuant to these Terms except to the extent that such loss compliance is caused by wilful default, fraud or gross negligence in the selection of such agents or third parties on the part of us or our officers. 17.5 In no event shall we or any of our officers be liable for any indirect, consequential or special loss, howsoever arising. 17.6 Whilst we will endeavour to comply with our obligations in a timely manner, we will incur no liability whatsoever for any partial or non- performance of our obligations by reason of any cause events beyond our reasonable control including but not limited control; or (c) to achieve any communications, systems or computer failure, market default, suspension, failure or closure, or the imposition or change (including a change of interpretation) funding in respect of any law or governmental or regulatory requirement and we shall not be held liable for any loss you may incur as a result thereofLoan Application. 17.7 Nothing under Liability and Indemnity above seeks to exclude or restrict; or rely on any exclusion or restriction of; any duty or 17.2. All liability we may have to you and your Associated Persons, except liability arising under the regulatory systemConsumer Xxxxxxxxxx Xxx 0000 that cannot be contracted out of, is excluded. We are not liable to you and do not have to pay you for anything else caused by or resulting from any action or inaction by us. This exclusion applies whatsoever you are claiming (including loss of profits, savings, revenue or business) and however liability might arise but for this clause (including for breach of contract or in tort, including negligence). 17.3. If we are ever liable to you and, for any reason whatsoever, the maximum combined amount we will have to pay you, your Associated Persons and anyone else who uses our Website (together) is a total of $10,000. 17.4. You hereby indemnify us against all liabilities, losses and costs, including legal costs, incurred by us arising out of or in connection with any action or inaction we take in relation to you, your Associated Persons and your Loan/s and which is in accordance with this Agreement. 17.5. You hereby indemnify us against any liability we incur to any Borrower, co- Borrower, Investor, co-Investor or third party arising out of or in connection with the Loan, your performance or breach of this Agreement and your use of the Website including in relation to information posted on the Website or to any Borrower, co-Borrower, Investor or co-Investor or former Borrower, co- Borrower, Investor or co- Investor where such liability arises out of or in connection with the Loan. 17.6. In this clause “we” and “us” includes our subsidiaries, Associated Persons, and our directors, officers, employees and contractors. 17.7. In this clause “you” includes your subsidiaries, Associated Persons, and your directors, officers, employees and contractors. 17.8. If you are in trade, and you use the Website in trade, all parties agree that: (a) the provisions of the Consumer Guarantees Xxx 0000; and (b) sections 9, 12A, and 13 of the Fair Trading Xxx 0000, will not apply to this Agreement.

Liability and Indemnity. 17.1 8.1 Nothing in this Agreement shall operate to exclude or limit our liability for death or personal injury caused by our negligence; any breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982; fraud; or any other liability which cannot be excluded or limited under applicable law. 8.2 This clause 8 applies in addition to any limitation of liability specific to a particular service as set out in the applicable Service Specific Conditions. 8.3 Except as expressly and specifically provided in this Agreement: 8.3.1 you assume sole responsibility for results obtained from the use of the Services and any Software, and for conclusions drawn from such use. We shall not be liable have no liability for any default of damage caused by errors or omissions in any counterpartyinformation, bank, custodian, sub-custodian instructions or other entity (apart from an affiliated company of ours) which holds money, investments or other documents of title on your behalf or with or through whom Transactions on your behalf are conducted. 17.2 We will not be liable for loss suffered scripts provided to us by you in connection with the Services unless such loss directly arises and/or any Software, or any actions taken by us at your direction; 8.3.2 the Services and Software are provided to you on an "as is" basis and except as set out herein all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from our gross negligence, wilful default or fraudthis Agreement. 17.3 Save 8.4 Subject to clause 8.1, we shall have no liability to you for: 8.4.1 any loss of profits; loss of anticipated savings; loss of business opportunity or loss of goodwill or wasted management time which you may suffer, whether they arise directly or indirectly or are immediate or consequential and whether they arise in contract, tort (including negligence) or otherwise; or 8.4.2 any indirect or consequential loss or special damage (even though we were aware of the circumstances in which such special damage could arise); or 8.4.3 any and all problems, delays, delivery failures and all other loss or damage or costs or expenses incurred by you arising from or caused by any Customer Software or your equipment or your failure to maintain internet connectivity or any breach of your obligations under this Agreement; or 8.4.4 any loss of, or damage to, Data caused by any third party (except those third parties subcontracted by Us to perform any of the Services). 8.5 In the event that you suffer loss of or damage to your Data as a result of our breach of this Agreement or the negligence of our Personnel, our total liability to you for loss of or damage to Data shall be limited to the extent we may otherwise expressly agreelesser of: • the cost of restoring the Data to the last available backup or • the sum of £50,000. You acknowledge that the provisions of this clause 8.5 represent a reasonable apportionment of risk having regard to the Fees for the Services. 8.6 Subject to clauses 8.1, you undertake to keep us8.4 and 8.5, our agents and employees fully and effectually indemnified against all coststotal liability to you, chargeswhether in contract, claims, liabilities, fees and expenses whatsoever incurred by us and them pursuant to tort (including negligence) or otherwise in connection with this Agreement, shall not exceed a sum equal to the provision total value of the Services unless Fees paid or payable by you in respect of the same arise directly from our or their gross negligence, wilful default or fraud12 months during which the liability arises. 17.4 Neither 8.7 Where your CloudSuite Solution includes Xxxxxxx.XX Services, we nor any of our officers shall be liable have no liability to you for any loss arising from any act losses or omission of any agent or third party (apart from an affiliated company of ours) who performs Services pursuant to these Terms except to the extent that such loss is caused damage suffered by wilful default, fraud or gross negligence in the selection of such agents or third parties on the part of us or our officers. 17.5 In no event shall we or any of our officers be liable for any indirect, consequential or special loss, howsoever arising. 17.6 Whilst we will endeavour to comply with our obligations in a timely manner, we will incur no liability whatsoever for any partial or non- performance of our obligations by reason of any cause beyond our reasonable control including but not limited to any communications, systems or computer failure, market default, suspension, failure or closureyou, or the imposition costs or change (including a change of interpretation) of any law or governmental or regulatory requirement and we shall not be held liable for any loss you may incur expenses incurred by you, as a result thereofof your failure to maintain the ADSL Line and/or an appropriate bandwidth allocation for the volume of Data to be transmitted to the Data Centre. 17.7 Nothing under Liability and Indemnity above seeks to exclude or restrict; or rely on any exclusion or restriction of; any duty or liability we may have to you under the regulatory system.

Liability and Indemnity. 17.1 We 8.1 In the event that any errors or inaccuracies are brought to the Service Supplier’s attention in relation to the fixed rate tariff, it shall use its best and reasonable endeavours to remedy the same in as short-a-time as is commercially viable. 8.2 Subject to sub-Clauses 8.1 and 8.2 the Service Supplier shall not be liable for any default direct, indirect or consequential loss or damage sustained by the Client Subscriber or any third parties as a result of any counterparty, bank, custodian, sub-custodian engaging the Service Supplier or other entity (apart from an affiliated company of ours) which holds money, investments or other documents of title on your behalf or thereafter entering into a supply contract with or through whom Transactions on your behalf are conductedthe Primary Supplier. 17.2 We will 8.3 Losses for which the Service Supplier shall not be liable for loss suffered by you in connection with the Services unless such loss directly arises from our gross negligenceunder sub-Clause 8.2 include, wilful default but are not limited to those arising out of: 8.3.1 defects, failures or fraud. 17.3 Save to the extent we may otherwise expressly agree, you undertake to keep us, our agents and employees fully and effectually indemnified against all costs, charges, claims, liabilities, fees and expenses whatsoever incurred by us and them pursuant to or in connection with the provision of the Services unless the same arise directly from our or their gross negligence, wilful default or fraud. 17.4 Neither we nor any of our officers shall be liable for any loss arising from any act or omission of any agent or third party (apart from an affiliated company of ours) who performs Services pursuant to these Terms except to the extent that such loss is caused by wilful default, fraud or gross negligence interruptions in the selection of such agents fixed price tariff; or 8.3.2 errors or third parties inaccuracies in the fixed price tariff; or 8.3.3 any decision on the part of us or our officersthe Primary Supplier to increase the fixed price tariff for any reason. 17.5 In no event 8.4 The total liability of the Service Supplier under this Agreement shall we or any be limited to the total of our officers be liable for any indirect, consequential or special loss, howsoever arisingthe Subscription Fees payable by the Client Subscriber in the relevant year. 17.6 Whilst we will endeavour to comply with our obligations in a timely manner, we will incur no liability whatsoever for any partial or non- performance of our obligations by reason of any cause beyond our reasonable control including but not limited to any communications, systems or computer failure, market default, suspension, failure or closure, or the imposition or change (including a change of interpretation) of any law or governmental or regulatory requirement and we 8.5 The Service Supplier shall not be held liable for, and shall not indemnify the Client Subscriber against any costs, liability, damages, loss, expenses, claims or proceedings in respect of any injury or damage whatsoever incurred either directly or indirectly unless otherwise required by law. 8.6 The Subscriber shall be liable for, and shall indemnify the Service Supplier against any costs, liability, damages, loss, expenses, claims or proceedings in respect of any injury or damage whatsoever incurred either directly or indirectly as a result of: 8.6.1 breach by the Client Subscriber of any of the provisions of this Agreement; or 8.7 In the event that the Client Subscriber makes any gain from any breach of this Agreement, notwithstanding any other remedies to which the Service Supplier shall be entitled, the Client Subscriber shall be required to indemnify the Service Supplier for any loss you may incur suffered as a result thereofof such breach and shall be required to reimburse the Service Supplier for any such gain. 17.7 Nothing under Liability and Indemnity above seeks to exclude or restrict; or rely on any exclusion or restriction of; any duty or liability we may have to you under the regulatory system.

Liability and Indemnity. 17.1 7.1 You acknowledge and agree: (a) that you assume sole responsibility for results obtained from your use of the Platform, the API and the API Data, and for conclusions drawn from such use. We shall not be liable have no liability for any default of damage caused by errors or omissions in any counterpartyinformation, bank, custodian, sub-custodian instructions or other entity (apart from an affiliated company of ours) which holds money, investments or other documents of title on your behalf or with or through whom Transactions on your behalf are conducted. 17.2 We will not be liable for loss suffered scripts provided by you in connection with the Services unless such loss directly arises API, or any actions taken at your direction; (b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from our gross negligencethis Agreement; and (c) the Platform, wilful default or fraudAPI and the API Data are provided to you on an "as is" basis. 17.3 Save to 7.2 Except as expressly stated in Clause 7.3: (a) we shall not in any circumstances have any liability for any losses or damages which may be suffered by you (or any person claiming under or through you), whether the extent we may same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise expressly agreehowsoever, which fall within any of the following categories: (i) special damage even if you undertake to keep uswere aware of the circumstances in which such special damage could arise; (ii) loss of profits; (iii) loss of anticipated savings; (iv) loss of business opportunity; (v) loss of goodwill; (vi) loss or corruption of data; and (b) our total liability, our agents whether in contract, tort (including negligence) or otherwise and employees fully and effectually indemnified against all costs, charges, claims, liabilities, fees and expenses whatsoever incurred by us and them pursuant to or whether in connection with this licence or any collateral contract, shall in no circumstances exceed a sum equal to £100. 7.3 The exclusions in Clause 7.1 and Clause 7.2 shall apply to the provision fullest extent permissible at law, but we do not exclude liability for: (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability which may not be excluded by law. 7.4 You shall indemnify and hold TikTok and its directors, officers, employees, agents and contractors harmless from and against any and all claims, proceedings, loss, damage, costs and expenses (including legal costs on a full indemnity basis) incurred, suffered or sustained by TikTok, its directors, officers, employees, agents and contractors directly or indirectly arising from or relating to your use or Third Party Developers' use of the Services unless the same arise directly from our or their gross negligence, wilful default or fraud. 17.4 Neither we nor any of our officers shall be liable for any loss arising from any act or omission of any agent or third party (apart from an affiliated company of ours) who performs Services pursuant to these Terms except to the extent that such loss is caused by wilful default, fraud or gross negligence in the selection of such agents or third parties on the part of us or our officers. 17.5 In no event shall we or any of our officers be liable for any indirect, consequential or special loss, howsoever arising. 17.6 Whilst we will endeavour to comply with our obligations in a timely manner, we will incur no liability whatsoever for any partial or non- performance of our obligations by reason of any cause beyond our reasonable control including but not limited to any communications, systems or computer failure, market default, suspension, failure or closurePlatform, or the imposition or change (including a change your breach of interpretation) of any law or governmental or regulatory requirement and we shall not be held liable for any loss you may incur as a result thereofthis Agreement. 17.7 Nothing under Liability and Indemnity above seeks to exclude or restrict; or rely on any exclusion or restriction of; any duty or liability we may have to you under the regulatory system.

Liability and Indemnity. 17.1 We shall not be liable for any breach of obligation or default of any counterparty, intermediate broker, bank, custodian, and sub-custodian custodian, market or market operator, exchange, clearing house, depositary or other entity (apart from an affiliated company of ours) which holds money, investments or other documents of title on your behalf or third party with or through whom Transactions on your behalf are conductedyou do business. 17.2 We will not be liable for loss suffered by you in connection with the Services unless such loss directly arises from our gross negligence, wilful default or fraud. 17.3 Save You will pay us on demand all commissions and other charges due to the extent us, premiums on any option purchased on your instructions, such sums as we may otherwise expressly agreeat any time require in or towards satisfaction of any debit balance on your Account or any account comprised therein, you and the amount of any trading loss that may result from any transaction hereunder, interest and service charges due to us on the Account and our reasonable costs and legal fees incurred in collecting any such amounts. All payments shall be made in same day (or immediately available) and freely transferable funds in such currency and to such bank as we may from time to time specify. 17.4 You undertake to keep us, us and our agents and employees fully and effectually effectively indemnified against all costs, charges, claims, liabilities, fees liabilities and expenses whatsoever incurred by us and them pursuant to or in connection with the provision of the Services unless the same arise directly from due to our or their gross negligence, wilful default or fraud. 17.4 Neither we nor 17.5 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 officers shall legal and administrative costs and expenses incurred in respect of taking any legal or investigatory action against you, or instructing any debt collection agency, to recover monies owed by you to us. 17.6 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 and/or costs resulting from or arising out of any act or omission by any person obtaining access to your account by using your designated account number and/or password, whether or not you authorised such access. 17.7 Without prejudice to any other Terms of this Agreement, we will have no liability to you in relation to any loss that you suffer as a result of any delay or defect in or failure of the whole or any part of our Electronic Trading Services’ software or any systems or network links or any other means of communication. We will have no liability to you, whether in contract or in tort (including negligence) in the event that any computer viruses, worms, software bombs or similar items are introduced into your computer hardware or software via our Electronic Trading Services, provided that we have taken reasonable steps to prevent any such introduction. 17.8 You agree we will not be liable for any direct, indirect, special, incidental, punitive or consequential damages (including, without limitation, loss arising from of business, loss of profits, failure to avoid a loss, loss of data, loss or corruption of data, loss of goodwill or reputation) caused by any act or omission of ours under this Agreement. 17.9 This section 18.9 applies to your use of any agent electronic service we provide to you including mobile phones and tablet devices and sets out the basis upon which you may view information and enter into Transactions via our and/or a third party’s electronic order routing/trading system. a. We will issue a username and password to you the “Authorised User”. b. We may make such modifications, improvements or additions to the Equipment, electronic service or any part of it as we deem fit. VARIANSE is a trading name of VDX Derivatives. VDX Derivatives is authorised and regulated by the Financial Services Commission (FSC) in the republic of Mauritius with License Number C118023323. Registered Address: 00 Xx Xxxxxxx Xxxxxx, Xxxx Xxxxx, Xxxxxxxxx. c. We will take reasonable steps to ensure the ongoing availability of the facilities provided by any electronic platform to which we give you access. However, no system is 100% reliable. Moreover, where your connection to our services is made through the facilities of a third party (apart from such as an affiliated company internet service provider) your connection may be interrupted by causes outside of ours) who performs Services pursuant to these Terms except our influence. We will not be responsible for any loss, expense, cost or liability suffered or incurred by you due to the extent that such loss is caused by wilful defaultfailure of the system, fraud transmission failure of relays or similar technical errors unless we have exercised gross negligence in the selection of such agents or third parties on the part of us or our officersconnection therewith. 17.5 In no event shall we or any of our officers be liable for any indirect, consequential or special loss, howsoever arising. 17.6 Whilst we will endeavour to comply with our obligations in a timely manner, we will incur no liability whatsoever for any partial or non- performance of our obligations by reason of any cause beyond our reasonable control including but not limited to any communications, systems or computer failure, market default, suspension, failure or closure, or the imposition or change (including a change of interpretation) of any law or governmental or regulatory requirement and we shall not be held liable for any loss you may incur as a result thereof. 17.7 Nothing under Liability and Indemnity above seeks to exclude or restrict; or rely on any exclusion or restriction of; any duty or liability we may have to you under the regulatory system.

Liability and Indemnity. 17.1 16.1 We shall not (whether directly or indirectly) be liable for any default of the obligations, actions or omissions of any counterparty, bank, custodian, sub-custodian or other entity (apart from an affiliated company of ours) which holds money, investments or other documents of title on your behalf or with or through whom Transactions transactions on your behalf are conductedconducted by us or our Affiliates or third parties. 17.2 16.2 We will not be liable for loss suffered by you in connection with the Services unless such loss directly arises from our gross negligence, wilful default or fraud. 17.3 Save to the extent we may otherwise expressly agree, you undertake to 16.3 You shall on demand indemnify and keep us, our agents Affiliates and each of our respective directors, officers, partners, employees fully and effectually indemnified agents, and each of their respective heirs, successors and assigns (our "Officers") against all costsany cost, chargestaxes, claimsexpense, liabilitiesdamage, fees and expenses loss or liability whatsoever which may be suffered or incurred by us or any of our Officers as a result of any transaction, action or step taken by us under these Terms (including the costs of enforcing the same) unless, and them pursuant then only to the extent that, such cost, expense, damage, loss or liability is finally judicially determined to be fraudulent, in connection with the provision of the Services unless the same arise directly from our or their gross negligence, wilful default or fraud. 17.4 Neither we nor any of grossly negligent on our officers shall be liable for any loss arising from any act part or omission of any agent or third party (apart from an affiliated company of ours) who performs Services pursuant to these Terms except to the extent that such loss is caused by wilful default, fraud or gross negligence in the selection of such agents or third parties on the part of us any of our Officers. Notwithstanding the foregoing, nothing in these Terms shall exclude or restrict: (a) any obligation that we or any of our officersOfficers have under Applicable Law in relation to you; and (b) any liability which we or any of our Officers may incur under Applicable Law or the Act, or any amendment thereof, in respect of a breach of any such obligation. 17.5 16.4 In no event shall we or any of our officers Officers be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for indirect, consequential or special lossdamages, howsoever arising, whether or not advised of the possibility of such loss or damages. 17.6 Whilst we will endeavour to comply with our obligations in a timely manner, we will incur no liability whatsoever for any partial or non- performance of our obligations by reason of any cause beyond our reasonable control including but not limited to any communications, systems or computer failure, market default, suspension, failure or closure, or the imposition or change (including a change of interpretation) of any law or governmental or regulatory requirement and we shall not be held liable for any loss you may incur as a result thereof. 17.7 Nothing under Liability and Indemnity above seeks to exclude or restrict; or rely on any exclusion or restriction of; any duty or liability we may have to you under the regulatory system.

Liability and Indemnity. 17.1 7.1 You acknowledge and agree: (a) that you assume sole responsibility for results obtained from your use of the Platform, the API and the API Data, and for conclusions drawn from such use. We shall not be liable have no liability for any default of damage caused by errors or omissions in any counterpartyinformation, bank, custodian, sub-custodian instructions or other entity (apart from an affiliated company of ours) which holds money, investments or other documents of title on your behalf or with or through whom Transactions on your behalf are conducted. 17.2 We will not be liable for loss suffered scripts provided by you in connection with the Services unless such loss directly arises API, or any actions taken at your direction; (b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from our gross negligencethis Agreement; and (c) the Platform, wilful default or fraudAPI and the API Data are provided to you on an "as is" basis. 17.3 Save to 7.2 Except as expressly stated in Clause 7.3: (a) we shall not in any circumstances have any liability for any losses or damages which may be suffered by you (or any person claiming under or through you), whether the extent we may same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise expressly agreehowsoever, which fall within any of the following categories: (i) special damage even if you undertake to keep uswere aware of the circumstances in which such special damage could arise; (ii) loss of profits; (iii) loss of anticipated savings; (iv) loss of business opportunity; (v) loss of goodwill; (vi) loss or corruption of data; and (b) our total liability, our agents whether in contract, tort (including negligence) or otherwise and employees fully and effectually indemnified against all costs, charges, claims, liabilities, fees and expenses whatsoever incurred by us and them pursuant to or whether in connection with this licence or any collateral contract, shall in no circumstances exceed a sum equal to £100. 7.3 The exclusions in Clause 7.1 and Clause 7.2 shall apply to the provision fullest extent permissible at law, but we do not exclude liability for: (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability which may not be excluded by law. 7.4 You shall indemnify and hold Fanno and its directors, officers, employees, agents and contractors harmless from and against any and all claims, proceedings, loss, damage, costs and expenses (including legal costs on a full indemnity basis) incurred, suffered or sustained by Xxxxx, its directors, officers, employees, agents and contractors directly or indirectly arising from or relating to your use or Third Party Developers' use of the Services unless the same arise directly from our or their gross negligence, wilful default or fraud. 17.4 Neither we nor any of our officers shall be liable for any loss arising from any act or omission of any agent or third party (apart from an affiliated company of ours) who performs Services pursuant to these Terms except to the extent that such loss is caused by wilful default, fraud or gross negligence in the selection of such agents or third parties on the part of us or our officers. 17.5 In no event shall we or any of our officers be liable for any indirect, consequential or special loss, howsoever arising. 17.6 Whilst we will endeavour to comply with our obligations in a timely manner, we will incur no liability whatsoever for any partial or non- performance of our obligations by reason of any cause beyond our reasonable control including but not limited to any communications, systems or computer failure, market default, suspension, failure or closurePlatform, or the imposition or change (including a change your breach of interpretation) of any law or governmental or regulatory requirement and we shall not be held liable for any loss you may incur as a result thereofthis Agreement. 17.7 Nothing under Liability and Indemnity above seeks to exclude or restrict; or rely on any exclusion or restriction of; any duty or liability we may have to you under the regulatory system.

Liability and Indemnity. 17.1 We Nothing in the Agreement shall limit or exclude our liability for: (a) death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors; (b) fraud or fraudulent misrepresentation; or (c) anything else which cannot lawfully be liable for any default of any counterparty, bank, custodian, sub-custodian limited or other entity excluded (apart from an affiliated company of ours) which holds money, investments or other documents of title on your behalf or with or through whom Transactions on your behalf are conductedincluding under the FCA Handbook). 17.2 We will not Subject to clause 17.1: (a) we shall under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss suffered by you in connection with the Services unless such of profit, indirect, special or consequential loss directly arises from our gross negligenceor damage, wilful default loss of reputation, interest, penalties, costs or fraud. 17.3 Save to the extent we may otherwise expressly agree, you undertake to keep us, our agents and employees fully and effectually indemnified against all costs, charges, claims, liabilities, fees and expenses whatsoever incurred by us and them pursuant to arising under or in connection with the provision of the Services unless the same arise directly from our Agreement. All warranties which, but for this provision, would or their gross negligencemight be implied by law, wilful default or fraud. 17.4 Neither we nor any of our officers shall be liable including (without limitation) warranties as to fitness for any loss arising from any act or omission of any agent or third party (apart from an affiliated company of ours) who performs Services pursuant to these Terms except purpose are hereby excluded to the fullest extent that such loss is caused permitted by wilful default, fraud or gross negligence in the selection of such agents or third parties on the part of us or our officers.law; 17.5 In no event shall (b) we or any of our officers be liable for any indirect, consequential or special loss, howsoever arising. 17.6 Whilst we will endeavour to comply with our obligations in a timely manner, we will incur accept no liability whatsoever for any partial or non- performance of our obligations by reason of any cause beyond our reasonable control including but not limited to any communicationsdamages, systems or computer failurelosses, market default, suspension, failure or closure, or the imposition or change (including a change of interpretation) of any law or governmental or regulatory requirement costs and we shall not be held liable for any loss expenses that you may incur suffer as a result thereofof a default of any Payment Services Provider or third party. 17.7 Nothing 17.3 Notwithstanding the provisions of clause 17.2, our liability with respect to this Agreement shall be limited to 100% of the Fees paid by you to us under Liability this Agreement in the twelve (12) months prior to the date on which your claim arose; except that with regards to any FX Transaction, Xxxxx’s maximum liability, whether arising in contract, tort or otherwise, shall be limited to an amount equal to the relevant Fee paid by you to us for the FX Transaction at issue. 17.4 The above exclusions and Indemnity above seeks limitations set out in this clause shall apply to exclude any liability of our affiliates such as the Payment Services Providers, and other suppliers, 17.5 Except as expressly stated in this Agreement, all warranties, conditions and terms, whether expressed or restrict; implied by statute, common law or rely on otherwise (including any exclusion implied warranties of satisfactory quality or restriction of; fitness for a particular purpose or non infringement) are hereby excluded to the extent permitted by law. 17.6 You accordingly indemnify and hold us harmless against all liabilities, costs, expenses, damages and losses (including any duty direct, indirect or liability we may have to consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by us arising out of or in connection with any breach by you under of the regulatory systemAgreement.

Liability and Indemnity. 17.1 We 9.1 Except as set forth herein, Yissum expressly disclaims any and all implied or express warranties and makes no express or implied warranties of merchantability or fitness for any particular purpose of the Licensed Technology contemplated by this Agreement. 9.2 Company shall not be solely liable for any default loss, injury and/or damage whatsoever caused to its employees and/or any person acting on its behalf by reason of Company’s acts and/or omissions pursuant to this Agreement and/or by reason of any counterparty, bank, custodian, sub-custodian or other entity (apart from an affiliated company use made of ours) which holds money, investments or other documents of title on your behalf or with or through whom Transactions on your behalf are conductedthe Licensed Technology by Company. 17.2 We will not be liable for loss suffered by you in connection with 9.3 Company undertakes to indemnify, defend and hold harmless (i) Yissum and any person acting on its behalf and any of its directors, officers, employees and representatives, and (ii) the Services unless such loss directly arises Hebrew University of Jerusalem and any person acting on its behalf and any of its directors, officers, employees and representatives (herein referred to as “Indemnitees”) from our gross negligenceand against any liability including without limitation product liability, wilful default damages, losses or fraud. 17.3 Save to the extent we may otherwise expressly agree, you undertake to keep us, our agents and employees fully and effectually indemnified against all costs, charges, claims, liabilities, expenses including reasonable legal fees and litigation expenses whatsoever incurred by us and them pursuant to or in connection with imposed upon the provision Indemnitees (collectively, “Losses”) only by reason of Company’s acts and/or omissions and/or which derive from Company’s use, development, manufacture, marketing, sale and/or sublicensing of the Services unless the same arise directly from our or their gross negligence, wilful default or fraud. 17.4 Neither we nor any of our officers shall be liable for any loss arising from any act or omission of any agent or third party (apart from an affiliated company of ours) who performs Services pursuant to these Terms Licensed Technology except to the extent that such loss is caused by wilful default, fraud or Losses are determined to have resulted from the gross negligence or willful misconduct of Indemnitees. 9.4 Company shall obtain prior to the commencement of clinical trials by Company and prior to the First Commercial Sale, comprehensive general liability insurance which shall provide: (i) product liability coverage, (ii) contractual liability coverage for Company’s indemnification under this Agreement and in particular as stated in Section 9.3, and (iii) Yissum as an additional named insured. Upon the commencement of any clinical trial, Company shall procure and maintain comprehensive clinical trial liability insurance in amounts commensurate with accepted commercial practice. All required insurance will be at Company’s sole cost and expense. 9.5 Company shall provide Yissum with written evidence of such insurance upon request of Yissum. Company shall ensure that it maintains on a continuous basis only during the relevant term of this Agreement the foregoing insurance coverage, and shall not cancel or terminate such insurance with any insurance provider unless it has in place alternative coverage consistent with the foregoing. Company shall provide Yissum with written notice of any material change in such insurance not later than fifteen (15) days of such change taking effect. 9.6 Company shall maintain comprehensive general liability insurance beyond the expiration or termination of this Agreement during the period that a Licensed Product is being commercialized, distributed or sold by Company and/or any Sublicensee. In the event of early termination by Yissum, the cost of such general liability insurance for a period of three (3) months following the date of termination will he borne by Company and thereafter will be borne by Yissum. 9.7 Yissum represents and warrants that to the best of its actual knowledge: (i) the Patents which have been issued and are listed in Appendix 1 are valid and enforceable: (ii) it has the full power to enter into this Agreement, to carry out its obligations under this Agreement, and to grant the rights granted to Company herein; (iii) it has not previously granted and shall not grant to any third party any rights which are inconsistent with the rights granted to Company herein, (iv) it has the rights, title, and interest in and to the Patents, and (v) the Licensed Technology constitutes all of the intellectual property rights developed by Xxxx. Xxxxxxx Xxxxxxxx laboratory in the selection Hebrew University in the field of such agents or third parties on the part of us or our officersH19 and IGF2 gene. 17.5 In 9.8 Company represents that: (i) it has full corporate power and authority to enter into this Agreement and carry out all the provisions of this Agreement; (ii) it is authorized to execute this Agreement on its behalf; (iii) the person executing this Agreement is duly authorized to do so; and (iv) no event shall we consent, approval or any of our officers be liable for any indirect, consequential or special loss, howsoever arising. 17.6 Whilst we will endeavour to comply with our obligations in a timely manner, we will incur no liability whatsoever for any partial or non- performance of our obligations by reason authorization of any cause beyond our reasonable control including but not limited to any communications, systems or computer failure, market default, suspension, failure or closure, or the imposition or change (including a change of interpretation) of any law or governmental or regulatory requirement and we shall not be held liable for any loss you may incur as a result thereofother party is required in connection with entering into this Agreement. 17.7 Nothing under Liability and Indemnity above seeks to exclude or restrict; or rely on any exclusion or restriction of; any duty or liability we may have to you under the regulatory system.

Liability and Indemnity. 17.1 We shall not will perform the services with reasonable skill and care and acknowledge that we will be liable to you for any default loss, damage, costs and/or interest (“Loss”) caused by our negligence or breach of any counterpartycontract, bank, custodian, sub-custodian or other entity subject to the following provisions: (apart from an affiliated company of oursa) which holds money, investments or other documents of title on your behalf or with or through whom Transactions on your behalf are conducted. 17.2 We will not be liable if such losses are due to the provision of false, misleading or incomplete information or documentation or due to the acts or omissions of any other person; and (b) We will not be responsible for any consequential loss howsoever caused. Where any Loss is suffered by you for which we would otherwise be jointly and severally liable with any third parties, the extent to which such Loss shall be recoverable by you from us, as opposed to the third party, shall be limited so as to be in connection with proportion to our contribution to the Services unless overall fault for such loss directly arises from our gross negligencedamage or Loss, wilful default as agreed between the parties, or fraud. 17.3 Save in the absence of agreement, as finally determined by an English Court. Unless and to the extent we may otherwise expressly agreethat they have been finally and judicially determined to have been caused by our fraud, wilful default, negligence or breach of contract, you undertake to keep us, our agents will indemnify on demand and employees fully and effectually indemnified hold us harmless against all costs, chargesthird-party actions, claims, liabilitiesproceedings and losses whatsoever and howsoever arising from, fees and expenses whatsoever incurred by us and them pursuant to or in connection with any way connected with, the provision of the Services unless the same arise directly from our or their gross negligence, wilful default or fraud. 17.4 Neither we nor any of our officers shall be liable for any loss arising from any act or omission of any agent or third party (apart from an affiliated company of ours) who performs Services pursuant to these Terms except to the extent that such loss Services. Nothing in this paragraph is caused by wilful default, fraud or gross negligence in the selection of such agents or third parties on the part of us or our officers. 17.5 In no event shall we or any of our officers be liable for any indirect, consequential or special loss, howsoever arising. 17.6 Whilst we will endeavour to comply with our obligations in a timely manner, we will incur no liability whatsoever for any partial or non- performance of our obligations by reason of any cause beyond our reasonable control including but not limited to any communications, systems or computer failure, market default, suspension, failure or closure, or the imposition or change (including a change of interpretation) of any law or governmental or regulatory requirement and we shall not be held liable for any loss you may incur as a result thereof. 17.7 Nothing under Liability and Indemnity above seeks intended to exclude or restrict; limit our liability for fraud or rely on for any exclusion other acts or restriction of; any duty losses that cannot lawfully be excluded or liability limited. The Provision of Services Regulations 2009 requires that we may have disclose information in respect of our professional indemnity insurance (“PII”). We hold PII effected through Liberty Mutual Insurance Europe SE, 00 Xxxxxxxxx Xxxxxx, Xxxxxx, XX0X 0XX. Our policy number is BRUKPI10971803. The territorial cover of the policy is worldwide excluding USA and Canada. The limit of cover is £2m for each and every claim. If you require us to you under the regulatory systemaffect a higher limit of liability, please let us know immediately.

Liability and Indemnity. 17.1 18.1. You indemnify Us and Our Related Bodies Corporate, and will keep Us and Our Related Bodies Corporate fully indemnified, from and against any losses, damages, costs and expenses (including legal costs assessed on a solicitor client basis, disbursements and out of pocket costs) which We and Our Related Bodies Corporate may suffer or incur arising out of or in connection with an action or claim brought by You or a Third Party against Us or Our Related Bodies Corporate which relates to or arises out of Your use of the Services including, without limitation, as a result of: 18.1.1. the transmission of any illegal, fraudulent or offensive material by You; 18.1.2. any breach of this MSA by You; or 18.1.3. any wilful, unlawful or negligent act or omission by You. 18.2. We shall not be liable for any default consequential loss or damage which may arise in respect of any counterpartythe Services or for loss of data, bankloss of, custodianor claim for, sub-custodian revenue, profits, actual or other entity (apart from an affiliated company potential business opportunities or anticipated savings or profit, whether direct, indirect, economic, consequential howsoever arising by way of ours) which holds moneyact or omission in contract or in tort, investments including where Our negligence is involved or other documents of title on your behalf or with or through whom Transactions on your behalf We are conductedvicariously liable, unless such liability cannot be excluded under the Australian Consumer Law. You hereby agree to release and indemnify Us to that extent. 17.2 18.3. We do not warrant that the Services will be free of interruptions, delays, faults or errors. We will not be liable responsible for any loss suffered by you or damage to You that may result from any interruptions, delays, faults or errors in connection with the Services unless such loss directly arises from our gross negligence, wilful default or fraudsupply of the Services. 17.3 Save 18.4. All terms, conditions and warranties that may be implied into this MSA, statutory and otherwise, relating to the extent we may otherwise expressly agree, you undertake to keep us, our agents and employees fully and effectually indemnified against all costs, charges, claims, liabilities, fees and expenses whatsoever incurred by us and them pursuant to or in connection with the provision of the Services unless by Us are excluded to the same arise directly from our or their gross negligence, wilful default or fraudfullest extent permitted by law. 17.4 Neither we nor any of our officers shall be liable 18.5. Our liability for any loss arising from any act or omission breach of any agent term, condition or third party warranty, or under any remedy implied by law, which cannot be lawfully excluded, will be: 18.5.1. limited (apart from an affiliated company if permitted by law), at Our option, to the repair or re-supply of ours) who performs Services pursuant to these Terms except or the payment of the cost of having the Services re-supplied; and 18.5.2. reduced to the extent that such loss liability is caused by wilful defaultYour negligent acts or omissions or a breach by You of the terms of this MSA or any other agreement with Us. 18.6. Without limiting Clause 18.5, fraud the aggregate liability of Us and Our Related Bodies Corporate for all direct, indirect and consequential losses, damages, costs, expenses, actions and claims arising out of, or gross negligence otherwise in connection with, this MSA, whether based on an action or claim in contract, equity, negligence, intended conduct, tort or otherwise, is limited to the total fees paid by You for the affected Service in the selection 3 months preceding the relevant cause of such agents or third parties on action occurring or, if there are more than one causes of action, the part last cause of us or our officersaction accruing. 17.5 In 18.7. We and Our Related Bodies Corporate have no event shall we liability to You for: 18.7.1. the acts or omissions of any Third Party, including the suppliers which have been engaged by Us for the purpose of supplying or maintaining a Service supplied to You under this MSA; 18.7.2. faults or defects in Services which are caused by Your own conduct; 18.7.3. faults or defects that arise in telecommunication services provided to You other than under this MSA (even if they are connected with Our consent to Services which We have supplied under this MSA); 18.7.4. any loss of revenue or profits, loss of data, loss of bargain and damage to reputation or for any form of indirect or consequential loss, whether in respect of breach of contract, equity, negligence, intended conduct, tort or otherwise, arising out of, or in connection with, the provision of the Services or this MSA; 18.7.5. faults or defects in the Services that arise due to equipment or cabling owned or leased by You or otherwise in Your control; or 18.7.6. faults or defects in the Services that arise due to failure by You or any Third Party (other than a contractor or agent engaged by Us) to appropriately maintain any equipment or cabling relevant to the supply of our officers be liable for any indirect, consequential or special loss, howsoever arisingthe Services. 17.6 Whilst we will endeavour to comply with our obligations in a timely manner, we will incur no liability whatsoever for any partial or non- performance of our obligations by reason of any cause beyond our reasonable control including but not limited to any communications, systems or computer failure, market default, suspension, failure or closure, or the imposition or change (including a change of interpretation) of any law or governmental or regulatory requirement and we shall not be held liable for any loss you may incur as a result thereof. 17.7 Nothing under Liability and Indemnity above seeks to exclude or restrict; or rely on any exclusion or restriction of; any duty or liability we may have to you under the regulatory system.

Liability and Indemnity. 17.1 9.1 Nothing in this Agreement excludes or limits our liability for death or personal injury caused to you by our negligence, or for any liability that cannot be excluded or limited by law. 9.2 You accept and agree that you will have no claim against us, our suppliers or any third party operator / underlying network access provider if you are unable to access the Service and the exclusions and limitations of liability in this clause 9 shall apply to all claims arising from your use of the Service including claims against our suppliers or third party operators / network access providers. 9.3 We shall not be liable to you or any third party in contract, tort, including any liability for negligence or breach of statutory duty, or otherwise, for any default loss of revenue, business, anticipated savings, profits, (whether or not in each case they are considered to be direct or indirect losses) corruption, loss or destruction of data, or for any counterpartyindirect or consequential loss howsoever arising, bank, custodian, sub-custodian or other entity (apart from an affiliated company of ours) which holds money, investments or other documents of title on your behalf or with or through whom Transactions on your behalf are conducted. 17.2 We will not be liable for loss suffered by you in connection with the Services unless such loss directly arises from our gross negligence, wilful default or fraud. 17.3 Save to the extent we may otherwise expressly agree, you undertake to keep us, our agents and employees fully and effectually indemnified against all costs, charges, claims, liabilities, fees and expenses whatsoever incurred by us and them pursuant to or in connection with the provision any computer virus or system failure even if we are expressly advised of the Services unless possibility of such damage or loss. 9.4 Except in the case of clause 9.1, our liability to you (if any) for direct loss or damages in contract, tort, including negligence or breach of statutory duty, or otherwise, arising out of or in connection with this Agreement shall be limited to the amounts paid by you to us under this Agreement in a calendar year (which shall be calculated by reference to payments actually made and an amount for the remainder of the year shall be calculated on the assumption that the payments will remain at the same arise directly from our or their gross negligence, wilful default or fraudmonthly level as in the month in which the cause of action accrued). 17.4 Neither we nor any of our officers shall be liable for any loss arising from any act or omission 9.5 In the event of any agent or third party (apart from an affiliated company of ours) who performs Services pursuant to these Terms except to the extent that such loss is caused by wilful default, fraud or gross negligence failure in the selection of such agents Service, Equipment or third parties on the part of us or our officers. 17.5 In no event shall we or any of our officers be liable for any indirectSoftware, consequential or special loss, howsoever arising. 17.6 Whilst we will endeavour to comply with our obligations in a timely manner, we will incur no liability whatsoever for any partial or non- performance of our obligations by reason of any cause beyond our reasonable control including but not limited to any communications, systems or computer failure, market default, suspension, failure or closure, or the imposition or change (including a change of interpretation) of any law or governmental or regulatory requirement and we shall not be held liable to you for any loss charges incurred by you may incur as a result thereofshould you divert your traffic to another provider. 17.7 Nothing under Liability 9.6 You will indemnify Vonage from and Indemnity above seeks against any and all loss, damage, costs, expenses, (including reasonable legal fees), claims, demands and actions arising from or related to exclude any breach of this Agreement or restrict; any misuse of the Service, Software or rely on Equipment arising from or related to any exclusion act, error, omission, fault, negligence or restriction of; misconduct by you or any duty or liability we may have to you under user of the regulatory systemService.

Liability and Indemnity. 17.1 13.1 Nothing in this Agreement shall be deemed or construed so as to limit, restrict or exclude the liability of either party (or Your Authorised Users) for death or personal injury caused by the negligence of that party or for any loss, damage or other liability arising out of either party’s fraud or fraudulent misrepresentation or anything else which cannot be excluded by law. 13.2 Subject to Clause 13.1 above and to the extent permitted by law, We shall not be liable in contract (including for fundamental breach and under any default indemnity) or tort (including negligence) or otherwise for: 13.2.1 any purely economic loss; 13.2.2 loss of pro t; 13.2.3 loss of turnover; 13.2.4 loss of sales; 13.2.5 loss of revenue; 13.2.6 loss of, damage to or corruption of data; 13.2.7 indirect loss; 13.2.8 special losses; and/or 13.2.9 consequential losses whatsoever incurred by You, Your Authorised Users and/or any counterpartythird party in relation to The Exchange, bank, custodian, sub-custodian or other entity (apart from an affiliated company including in respect of ours) which holds money, investments or other documents access to and use of title on your behalf or with or through whom Transactions on your behalf are conductedThe Exchange and/or the Services. 17.2 We will not be liable for loss suffered 13.3 Subject to Clauses 13.1 and 13.2 above and to the extent permitted by you law, Our entire liability to You in respect of all losses, damages, costs, claims or expenses su ered by You and arising out of or in connection with this Agreement howsoever arising, including any breach of contract, tort (including negligence), breaches of statutory duty committed by Us in connection with this Agreement and any liability with respect to any indemnities given in this Agreement by Us, will be limited and will in no circumstances whatsoever exceed the Services unless such loss directly arises from our gross negligence, wilful default greater of a) 150% of the amount of the fees paid by You to Us in the 12 months immediately preceding the date on which the relevant cause of action(s) arose; or fraudb) £5,000 in respect of any single occurrence or series of related occurrences. 17.3 Save 13.4 Subject to Clause 13.1, formal proceedings relating to any claim against Us arising out of or in connection with this Agreement howsoever occurring must be served on Us within 12 months from the end of the month in which You become aware or should reasonably have become aware of the events giving rise to the extent we may otherwise expressly agree, you undertake claim. Failure to keep us, our agents and employees fully and effectually indemnified commence proceedings in accordance with this Clause 13.4 will bar You from bringing any claim howsoever arising under the terms of this Agreement against all costs, charges, claims, liabilities, fees and expenses whatsoever incurred by us and them pursuant to Us. 13.5 You shall procure Your Authorised Users compliance with the terms of this Agreement. In the event that We and/or Our Group incurs any Losses of whatever nature arising out of or in connection with the provision acts or omissions of the Services unless the same arise directly from our or their gross negligence, wilful default or fraudYour Authorised Users You hereby agree to defend and indemnify Us and Our Group against such Losses. 17.4 Neither we nor any of our officers shall be 13.6 We are not liable in contract , tort (including negligence) or otherwise for any loss arising from any act Losses You or omission of any agent or third party (apart from an affiliated company of ours) who performs Services pursuant to these Terms except to the extent that such loss is caused by wilful default, fraud or gross negligence in the selection of such agents or third parties on the part of us or our officers. 17.5 In no event shall we or any of our officers be liable for any indirect, consequential or special loss, howsoever arising. 17.6 Whilst we will endeavour to comply with our obligations in a timely manner, we will incur no liability whatsoever for any partial or non- performance of our obligations by reason of any cause beyond our reasonable control including but not limited to any communications, systems or computer failure, market default, suspension, failure or closure, or the imposition or change (including a change of interpretation) of any law or governmental or regulatory requirement and we shall not be held liable for any loss you may incur Your Authorised Users su er as a result thereofof Your and/or Your Authorised User’s use of the Third Party Services. 17.7 Nothing under Liability and Indemnity above seeks to exclude 13.7 We are not liable in contract, tort (including negligence) or restrict; otherwise for the acts or rely on any exclusion omissions of providers of telecommunications services or restriction of; any duty for faults in or liability we may have to you under the regulatory systemfailure of their apparatus.

Liability and Indemnity. 17.1 We 13.1 You shall not be liable for any error of judgement or any act or omission or for any mistake of fact or law except by reason of your gross negligence or wilful misconduct. You shall not be answerable for the default or misconduct of any counterparty, bank, custodian, sub-custodian agent or other entity (apart from an affiliated company of ours) which holds money, investments or other documents of title on your behalf or counsel provided that any such party selected by you was chosen with or through whom Transactions on your behalf are conducted. 17.2 We reasonable care. Under no circumstances whatsoever will not you be liable for special, indirect, incidental or consequential loss suffered by or damage of any kind whatsoever (including, without limitation, lost profits) even if you in connection with have been advised of the Services unless possibility of such loss directly arises from our gross negligence, wilful default or frauddamage. 17.3 Save to the extent we may otherwise expressly agree13.2 We indemnify and hold you, you undertake to keep usyour successors and permitted assigns, our agents as well as your and their respective directors, officers, employees fully and effectually indemnified agents, harmless from and against any and all costsclaims, chargesdemands, claimsassessments, interest, penalties, actions, suits, proceedings, liabilities, losses, damages, costs and expenses, including, without limiting the foregoing, expert, consultant and counsel fees and expenses whatsoever incurred by us disbursements on a solicitor and them pursuant to client basis, arising from or in connection with any actions or omissions that you or they take pursuant to this agreement or the provision Offer, provided that any such action or omission is taken in good faith and without gross negligence or is taken on advice and instructions given to you or them by us, our representatives or counsel consulted by you or them. 13.3 In the event of any claim, action or proceeding brought or commenced against you, you shall notify us promptly after you have received written assertion of such claim or shall have been served with a summons or other legal process, giving information as to the nature and basis of the Services unless claim, action or proceeding. We shall undertake the same arise directly from our investigation and defence of any such claim, action or their gross negligenceproceeding and you shall have the right to retain other counsel, wilful default at your own expense, to act on your behalf, provided that, if you reasonably determine that a conflict of interest or fraud. 17.4 Neither we nor any other circumstances wherein your best interests would not be adequately represented exist that make representation by counsel chosen by us not advisable, the fees and disbursements of our officers such other counsel shall be liable for any loss arising from any act or omission of any agent or third party (apart from an affiliated company of ours) who performs Services pursuant to these Terms except to the extent that such loss is caused paid by wilful default, fraud or gross negligence in the selection of such agents or third parties on the part of us or our officersus. 17.5 In no event shall we or any of our officers be liable for any indirect, consequential or special loss, howsoever arising. 17.6 Whilst we will endeavour to comply with our obligations in a timely manner, we will incur no liability whatsoever for any partial or non- performance of our obligations by reason of any cause beyond our reasonable control including but not limited to any communications, systems or computer failure, market default, suspension, failure or closure, or the imposition or change (including a change of interpretation) of any law or governmental or regulatory requirement and we shall not be held liable for any loss you may incur as a result thereof. 17.7 Nothing under Liability and Indemnity above seeks to exclude or restrict; or rely on any exclusion or restriction of; any duty or liability we may have to you under the regulatory system.

Liability and Indemnity. 17.1 We shall not be liable for Indemnity 10.1 You indemnify us against any default of any counterparty, bank, custodian, sub-custodian Loss suffered or other entity (apart from an affiliated company of ours) which holds money, investments or other documents of title on your behalf or with or through whom Transactions on your behalf are conducted. 17.2 We will not be liable for loss suffered incurred by you us in connection with the Services unless such loss directly arises from our gross negligenceyour breach of this Agreement, wilful default or fraudsubject to clauses 10.4 and 10.5. 17.3 Save 10.2 We do not exclude or limit the application of any provision of any statute (including the Competition and Consumer Act 2010 (Cth)) where to do so would: (a) contravene that statute; or (b) cause any part of this clause to be void. 10.3 Except to the extent clause 10.2 applies, we may otherwise expressly agreeexclude all: (a) statutory liability; (b) tortious liability (except to the extent that loss or damage is a consequence of our gross negligence in which event the aggregate amount claimed must not exceed the value of the Services provided relating to that loss or damage); and (c) conditions, you undertake warranties or guarantees implied by custom, the general law or statute, arising out of, or relating to keep usthe Services, any failure to supply or delay in supplying the Services or this Agreement. 10.4 Where legislation implies into this Agreement any condition, warranty or guarantee that cannot be excluded, but we are permitted to limit liability for such a breach, then to the extent permitted by law, our agents and employees fully and effectually indemnified against liability for any breach of such condition, warranty or guarantee is limited, at our option, to refunding the price of the goods or services in respect of which the breach occurred or to providing, replacing or repairing those goods or providing those services again. 10.5 To the extent permitted by law, our maximum aggregate liability in respect of all costs, charges, claims, liabilities, fees and expenses whatsoever incurred by us and them pursuant to Loss arising out of or in connection with this Agreement or otherwise in respect of the provision of the Services unless is limited to: (a) where the same arise directly from our or their gross negligenceLoss is in connection with a failure to meet any service level specified in the Service Terms for which a service level rebate applies, wilful default or fraudthe amount of the service level rebate; or (b) otherwise, the lesser of five times (5x) the average monthly fee payable by the Customer and the amount of $10,000. 17.4 Neither we nor any 10.6 The limitation of liability in clause 10.5 does not limit our officers shall be liable liability for any loss arising from any death or personal injury caused by our negligent act or omission of any agent or third party (apart from an affiliated company of ours) who performs Services pursuant to these Terms except to the extent that such loss is caused by wilful default, fraud or gross negligence in the selection of such agents or third parties on the part of us or our officersmisconduct. 17.5 In no event shall we or any of our officers be liable for any indirect, consequential or special loss, howsoever arising. 17.6 Whilst we will endeavour to comply with our obligations in a timely manner, we will incur no liability whatsoever for any partial or non- performance of our obligations by reason of any cause beyond our reasonable control including but not limited to any communications, systems or computer failure, market default, suspension, failure or closure, or the imposition or change (including a change of interpretation) of any law or governmental or regulatory requirement and we shall not be held liable for any loss you may incur as a result thereof. 17.7 Nothing under Liability and Indemnity above seeks to exclude or restrict; or rely on any exclusion or restriction of; any duty or liability we may have to you under the regulatory system.

Liability and Indemnity. 17.1 We shall not be liable for any default of any counterpartyNeither Cantor nor PSIL (nor their respective directors, bank, custodian, sub-custodian employees or other entity (apart from an affiliated company of oursagents) which holds money, investments or other documents of title on your behalf or with or through whom Transactions on your behalf are conducted. 17.2 We will not be liable for loss suffered by you in connection with the Services unless such loss directly arises from our gross negligence, wilful default or fraud. 17.3 Save to the extent we may otherwise expressly agree, you undertake to keep us, our agents and employees fully and effectually indemnified against all costs, charges, claims, liabilities, fees and expenses whatsoever incurred by us and them pursuant to or in connection with the provision of the Services unless the same arise directly from our or their gross negligence, wilful default or fraud. 17.4 Neither we nor any of our officers shall be liable for any loss arising or damage suffered by you as a direct or indirect result of the provision by Xxxxxx or PSIL of its services, save that nothing in these terms shall exclude or restrict liability of PSIL resulting from any act or omission of any agent or third party (apart from an affiliated company of ours) who performs Services pursuant to these Terms except to the extent that such loss is caused by wilful defaultnegligence, fraud or gross negligence in the selection wilful default or contravention of such agents or third parties CBOI rules on the part of us Cantor and or our officers.PSIL. Neither Cantor nor PSIL shall have any liability for any market or trading losses you may incur. You undertake to indemnify Xxxxxx and PSIL and each of their respective directors, employees and agents (“Indemnified Persons”) on an after tax basis against any liabilities, reasonable costs and expenses (including legal costs) and all duties and taxes (other than Xxxxxx’x and PSIL’s corporation tax) which are caused by: 17.5 In no event shall we (i) the provision by Xxxxxx and/or PSIL of their services to you; (ii) any material breach by you of any of these terms; (iii) any default or failure by you in performing your obligations to make delivery or payment when due; or (iv) any defect in title or any fraud or forgery in relation to any investments delivered to Cantor and or PSIL by or on your behalf or in relation to any instrument of transfer in relation to such investments (including any electronic instruction) purporting to transfer such investments. PSIL shall not be entitled to be indemnified against the consequences to PSIL of their own fraud, negligence or wilful default or any contravention by PSIL of any provision of the CBOI’s rules or applicable law. You hereby acknowledge that Xxxxxx and PSIL and any related party shall not in any event be responsible and shall have no liability for any loss or damage (whether arising directly or indirectly), whether of profits, revenue or goodwill or any indirect or consequential losses (including loss of profit or loss or damage to business or reputation), liabilities, claims, expenses, awards, proceedings and costs, regardless of whether the possibility of such losses, damages, liabilities, claims, expenses, awards, proceedings and costs was disclosed to or could reasonably have been foreseen by Xxxxxx, PSIL or any related party and whether arising in contract, in tort (including negligence) or for representations made or otherwise as a result of or in connection with performance or non-performance of our officers obligations under these terms or in relation to the Advisory Service. You also hereby specifically acknowledge that Xxxxxx and PSIL and each related party shall not be liable for any indirect, consequential or special loss, howsoever arising. 17.6 Whilst we will endeavour to comply with our obligations in a timely manner, we will incur responsible and shall have no liability whatsoever for any partial loss or non- performance of our obligations damage (whether arising directly or indirectly) and whether arising in contract, in tort (including negligence) or otherwise arising: a) by reason of Xxxxxx relying on any cause beyond our reasonable control including but not limited instruction reasonably believed by us to any communications, systems be authorised by you or computer failure, market default, suspension, failure or closure, or the imposition or change (including a change of interpretation) of any law or governmental or regulatory requirement on your behalf and we shall not be held liable for under no duty to make an investigation or inquiry as to any loss you statement contained in any such instruction or document and we may incur accept the same as conclusive evidence of the truth and accuracy of the statements contained therein; or b) as a result thereofof any act or omission, or of the insolvency, of any eligible custodian or credit institution that may hold your assets as provided for in paragraphs 6 and 7 (above); or c) by reason of or in connection with any act or omission by you or any agent of yours as provided for in paragraph 1. A. above. Neither Cantor nor PSIL shall have any liability for any circumstance or failure to provide any service if such circumstance or failure results from any event or state of affairs beyond the control of Cantor or PSIL, including, without limitation, any failure of communication, computer systems, settlement computer or accounting systems or equipment, any failure or interruption in the supply of data, any political crisis or terrorist action or the suspension of trading by any exchange or clearing house or any fire, flood, or other natural disaster. In such circumstances, any of Cantors or PSIL’s obligations shall be suspended pending resolution of the event or state of affairs in question. See also paragraph 36 below (force majeure). The provisions of this paragraph 13 shall continue to apply notwithstanding the fact that Cantor or PSIL cease to provide services and shall be in addition to any other right of indemnity or claim of any Indemnified Person whether pursuant to these terms or otherwise and shall not be affected by any forbearance, whether as to payment, time, performance or otherwise. In the event that you have a Contracts for Difference (CFD) exposure and you are on a margin call with the CFD provider and the position is not closed out or settled by the CFD provider (including due to insufficient funds), then Xxxxxx will have no liability for any losses incurred by you due to such non settlement or non closure. 17.7 Nothing under Liability and Indemnity above seeks to exclude or restrict; or rely on any exclusion or restriction of; any duty or liability we may have to you under the regulatory system.

Liability and Indemnity. 17.1 7.1 We shall not be liable will make Transaction Reports on a reasonable efforts basis and without liability for any default loss, cost, charge, fee, expense, damage or liability, including, for the avoidance of doubt, any counterpartyregulatory penalty or fine, bankloss of profit, custodianrevenue, sub-custodian business or other entity goodwill (apart whether direct or indirect) resulting from an affiliated company of ours) which holds money, investments any act or other documents of title on your behalf or with or through whom Transactions on your behalf are conducted. 17.2 We will not be liable for loss suffered by you omission made in connection with this Agreement, other than to the Services unless such loss extent arising directly arises from our (or our agents’) gross negligence, wilful default or fraud. 17.3 Save 7.2 We have no obligation in respect of, and accept no liability for, verifying the validity or accuracy of the data which you provide to the extent we may otherwise expressly agree, you undertake to keep us, our agents and employees fully and effectually indemnified against all costs, charges, claims, liabilities, fees and expenses whatsoever incurred by us and them pursuant to or in connection with on the provision basis of the Services unless the same arise directly from our or their gross negligence, wilful default or fraudwhich part of each Transaction Report will be formed. 17.4 Neither we nor any of our officers 7.3 We shall not be liable for any loss arising from any act or omission of any agent or third party (apart from an affiliated company of ours) who performs Services pursuant to these Terms except to the extent that such loss is caused by wilful default, fraud or gross negligence in the selection of such agents or third parties on the part of us or our officers. 17.5 In no event shall we or any of our officers be liable for any indirect, consequential or special loss, howsoever arising. 17.6 Whilst we will endeavour to comply with our obligations in a timely manner, we will incur no liability whatsoever for any partial or non- non-performance of our obligations the Reporting Obligation by reason of any cause beyond technical error, breakdown or failure of transmission, communication or computer facilities where such technical error, breakdown or failure is outside of our (and/or our affiliates’ and/or agents’) control, provided that we shall use reasonable control including but not limited efforts to correct, repair or retransmit any such technical error, breakdown or failure as soon as reasonably practicable after having become aware of such technical error, breakdown or failure. 7.4 Any information provided to the Relevant Trade Repository for the purposes of complying with the Reporting Obligation is provided without prejudice to the rights, powers, remedies and privileges provided by law in relation to any communications, systems present or computer failure, market future dispute between you and us in relation to the information provided that failure by either you or us to take any actions required by this Agreement shall not constitute an event of default, suspensionhowsoever defined, failure under the trading documentation between you and us. 7.5 Any reporting of Valuation or closureCollateral Data by us under this Agreement will not constitute acceptance by us of the adequacy or sufficiency of the amount, value or type of collateral you provide to us in respect of the Relevant Transactions. 7.6 Where we report Valuation and Collateral Data in accordance with Clause 4.2, we accept no responsibility for the accuracy of such data obtained from the CCP. 7.7 We will not make copies of Transaction Reports available for your review and you must make arrangements directly with the Relevant Trade Repository for direct access to its systems in order to review any Transaction Reports submitted by us on your behalf. You will promptly review all Transaction Reports accessed by you through the Relevant Trade Repository and shall notify us immediately of any inaccuracies in any Transaction Report or of any amendments which may be required to any Transaction Report. You agree that you will not amend any Transaction Report submitted to a Relevant Trade Repository without our agreement. 7.8 We are not acting as fiduciary for, or the imposition an adviser to, you in respect of this Agreement. 7.9 You will indemnify each of us against any loss, cost, expense or change liability (including a change reasonable legal fees) incurred by or awarded against any of interpretation) us in connection with provision of any law or governmental or regulatory requirement and we shall not be held liable for any loss you may incur as a result thereof. 17.7 Nothing under Liability and Indemnity above seeks to exclude or restrict; or rely on any exclusion or restriction of; any duty or liability we may have trade reporting services to you under the regulatory systemthis Agreement (including, without limitation, any action, claim, investigation or proceeding to preserve or enforce rights) other than arising from our gross negligence, fraud or wilful default.

Liability and Indemnity. 17.1 We Neither CES Capital (HK) nor any of its officers, employees or agents shall not be liable for have any default liability whatsoever (save in the case of any counterparty, bank, custodian, sub-custodian or other entity (apart from an affiliated company of ours) which holds money, investments or other documents of title on your behalf or with or through whom Transactions on your behalf are conducted. 17.2 We will not be liable for loss suffered by you in connection with the Services unless such loss directly arises from our gross negligence, wilful default or fraud) for any loss, expense or damage suffered by Client as a result of (a) CES Capital (HK) acting or relying on any instruction given by Client; or (b) CES Capital (HK) failing to perform its obligations hereunder by reason of any cause beyond CES Capital (HK)’s control including any breakdown or failure of transmission or communication or computer facilities, postal or other strikes or similar industrial action or the failure of any relevant exchange and/or Clearing House and/or broker and/or any other person, firm or company whatsoever to perform its obligations; or (c) any relevant exchange and/or Clearing House and/or broker ceasing for any reason to recognize the existence of any Futures Contract or Options Contract entered into by CES Capital (HK) on behalf of Client or failing to perform or close out any such contracts provided that such cessation or failure shall not affect Client’s obligations hereunder in respect of any such contracts or other obligations or liabilities of Client arising therefrom. 17.3 Save to 17.2 Without limiting the extent we may otherwise expressly agreegenerality of Clause 17.1 above, you undertake to keep usneither CES Capital (HK) nor any of its officer, our employees or agents and employees fully and effectually indemnified against all costs, charges, claims, liabilities, fees and expenses shall have any liability whatsoever incurred by us and them pursuant to or (save in connection with the provision case of the Services unless the same arise directly from our or their gross negligence, wilful default or fraud) for any loss, expense or damage suffered by Client arising out of or alleged to arise out of or in connection with any delay or alleged delay in acting or any failure to act on any instruction given by Client to CES Capital (HK). 17.3 Client undertakes to fully indemnify and keep indemnified CES Capital (HK), its officers, employees, agents and Affiliates in respect of any costs, demands, damages and expenses whatsoever which may be suffered or incurred by CES Capital (HK), its officers, employees, agents and Affiliates directly or indirectly arising out of or in connection with any Futures Contract or Options Contract entered into by CES Capital (HK) as agent on behalf of Client or otherwise whatsoever or howsoever arising out of any action by CES Capital (HK), its officers, employees, agents and Affiliates in accordance with the terms of this Agreement. Client also agrees to pay promptly to CES Capital (HK) all damages, costs and expenses (including legal expenses on a full indemnity basis) incurred by CES Capital (HK), its officers, employees, agents and Affiliates in the enforcement of any of the provision of this Agreement. 17.4 Neither we nor If any claim is made against CES Capital (HK) or Client in connection with this Agreement, CES Capital (HK) may, without prejudice to Clause 17.1 above, take any such steps at its sole discretion, including the withholding of our officers shall be liable for any loss arising from any act payment or omission delivery to Client of any agent money or third party (apart from an affiliated company of ours) who performs Services pursuant to these Terms except to the extent that such loss is caused by wilful default, fraud or gross negligence in the selection of such agents or third parties on the part of us or our officerscommodities. 17.5 In no event shall we or any of our officers be liable for any indirect, consequential or special loss, howsoever arising. 17.6 Whilst we will endeavour to comply with our obligations in a timely manner, we will incur no liability whatsoever for any partial or non- performance of our obligations by reason of any cause beyond our reasonable control including but not limited to any communications, systems or computer failure, market default, suspension, failure or closure, or the imposition or change (including a change of interpretation) of any law or governmental or regulatory requirement and we shall not be held liable for any loss you may incur as a result thereof. 17.7 Nothing under Liability and Indemnity above seeks to exclude or restrict; or rely on any exclusion or restriction of; any duty or liability we may have to you under the regulatory system.

Liability and Indemnity. 17.1 We shall not be liable for any breach of obligation or default of any counterparty, intermediate broker, bank, custodian, and sub-custodian custodian, market or market operator, exchange, clearing house, depositary or other entity (apart from an affiliated company of ours) which holds money, investments or other documents of title on your behalf or third party with or through whom Transactions on your behalf are conductedyou do business. 17.2 We will not be liable for loss suffered by you in connection with the Services unless such loss directly arises from our gross negligence, wilful default or fraud. 17.3 Save You will pay us on demand all commissions and other charges due to the extent us, premiums on any option purchased on your instructions, such sums as we may otherwise expressly agreeat any time require in or towards satisfaction of any debit balance on your Account or any account comprised therein, you and the amount of any trading loss that may result from any transaction hereunder, interest and service charges due to us on the Account and our reasonable costs and legal fees incurred in collecting any such amounts. All payments shall be made in same day (or immediately available) and freely transferable funds in such currency and to such bank as we may from time to time specify. 17.4 You undertake to keep us, us and our agents and employees fully and effectually effectively indemnified against all costs, charges, claims, liabilities, fees liabilities and expenses whatsoever incurred by us and them pursuant to or in connection with the provision of the Services unless the same arise directly from due to our or their gross negligence, wilful default or fraud. 17.4 Neither we nor 17.5 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 officers shall legal and administrative costs and expenses incurred in respect of taking any legal or investigatory action against you, or instructing any debt collection agency, to recover monies owed by you to us. 17.6 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 and/or costs resulting from or arising out of any act or omission by any person obtaining access to your account by using your designated account number and/or password, whether or not you authorised such access. 17.7 Without prejudice to any other Terms of this Agreement, we will have no liability to you in relation to any loss that you suffer as a result of any delay or defect in or failure of the whole or any part of our Electronic Trading Services’ software or any systems or network links or any other means of communication. We will have no liability to you, whether in contract or in tort (including negligence) in the event that any computer viruses, worms, software bombs or similar items are introduced into your computer hardware or software via our Electronic Trading Services, provided that we have taken reasonable steps to prevent any such introduction. VARIANSE is a trading name of VDX Derivatives. VDX Derivatives is authorised and regulated by the Financial Services Commission (FSC) in the republic of Mauritius with License Number C118023323. Registered Address: 00 Xx Xxxxxxx Xxxxxx, Xxxx Xxxxx, Xxxxxxxxx. 17.8 You agree we will not be liable for any direct, indirect, special, incidental, punitive or consequential damages (including, without limitation, loss arising from of business, loss of profits, failure to avoid a loss, loss of data, loss or corruption of data, loss of goodwill or reputation) caused by any act or omission of ours under this Agreement. 17.9 This section 18.9 applies to your use of any agent electronic service we provide to you including mobile phones and tablet devices and sets out the basis upon which you may view information and enter into Transactions via our and/or a third party’s electronic order routing/trading system. a. We will issue a username and password to you the “Authorised User”. b. We may make such modifications, improvements or additions to the Equipment, electronic service or any part of it as we deem fit. c. We will take reasonable steps to ensure the ongoing availability of the facilities provided by any electronic platform to which we give you access. However, no system is 100% reliable. Moreover, where your connection to our services is made through the facilities of a third party (apart from such as an affiliated company internet service provider) your connection may be interrupted by causes outside of ours) who performs Services pursuant to these Terms except our influence. We will not be responsible for any loss, expense, cost or liability suffered or incurred by you due to the extent that such loss is caused by wilful defaultfailure of the system, fraud transmission failure of relays or similar technical errors unless we have exercised gross negligence in the selection of such agents or third parties on the part of us or our officersconnection therewith. 17.5 In no event shall we or any of our officers be liable for any indirect, consequential or special loss, howsoever arising. 17.6 Whilst we will endeavour to comply with our obligations in a timely manner, we will incur no liability whatsoever for any partial or non- performance of our obligations by reason of any cause beyond our reasonable control including but not limited to any communications, systems or computer failure, market default, suspension, failure or closure, or the imposition or change (including a change of interpretation) of any law or governmental or regulatory requirement and we shall not be held liable for any loss you may incur as a result thereof. 17.7 Nothing under Liability and Indemnity above seeks to exclude or restrict; or rely on any exclusion or restriction of; any duty or liability we may have to you under the regulatory system.

Liability and Indemnity. 17.1 We shall not be liable for any default of any counterparty, bank, custodian, sub-custodian or other entity (apart from an affiliated company of ours) which holds money, investments or other documents of title 30.1 Provided that the procedures set out in this Agreement are followed by us we are entitled to act on your behalf Instructions, and you agree to indemnify us for all losses arising from our doing so. You also agree to indemnify us from any losses we may incur resulting from any errors made by you or with or through whom Transactions anyone acting on your behalf are conducted. 17.2 We will not be liable for loss suffered by you behalf, in connection with the Services providing Instructions to us whether orally or in writing unless such loss directly arises from these arise due to our gross negligence, wilful default or fraud. 17.3 Save 30.2 We are responsible to you for foreseeable loss and damage caused by us If we do not reasonably meet our commitments to you, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this Agreement or our failing to use reasonable care and skill. We are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the extent time the contract was made, both we may otherwise expressly agreeand you knew it might happen, for example, if you undertake discussed it with us during your account sign up process. 30.3 In setting out its responsibilities and any liability expressed hereunder, Exchange4free does not attempt to keep usexclude its liability for fraudulent misrepresentation, our agents and employees fully and effectually indemnified against all death or personal injury resulting from its negligence or the negligence of its Employees or any other liability which we have to you under the FCA rules or which cannot be excluded by Law. Exchange4free shall not be liable for loss of profits, loss of business, depletion of goodwill and/or similar losses, loss of anticipated savings, loss of goodwill, loss of contract, loss of use, loss or corruption of data or information or any special, direct, indirect or consequential or pure economic loss, costs, chargesdamages, claimscharges or expenses. In any event, liabilitiessave as expressly set out above, fees and expenses whatsoever incurred by us and them pursuant to Exchange4free's total liability in contract, tort (including negligence or breach of statutory duty) misrepresentation, restitution or otherwise arising in connection with the provision performance or contemplated performance of a Trade, shall be limited to the Services unless sums paid or payable by the same arise directly from our client for that particular Trade or their gross negligence, wilful default or fraudthe sum of £25,000 whichever is the lesser sum. 17.4 Neither 30.4 E4F shall not be liable to you for: a) any loss of profit, business opportunity or reputation. We are not liable for business losses. If you use our Services for any commercial or business purpose we nor will have no liability to you for any loss of our officers shall profit, loss of business, business interruption, or loss of business opportunity.; and/or b) any action for damages made against you by a beneficiary; and/or c) any indirect or consequential losses (whether foreseeable or not). 30.5 We are not liable for technological attacks. We will not be liable for any loss arising from any act or omission of any agent or third party (apart from an affiliated company of ours) who performs Services pursuant to these Terms except to the extent that such loss is damage caused by wilful defaulta virus, fraud or gross negligence in the selection other technological attacks or harmful material that may infect your computer equipment, computer programs, data or other proprietary material related to your use of such agents or third parties on the part of us or our officersServices. 17.5 In 30.6 We have no event shall we control over websites linked to and from our Website. We assume no responsibility for their content or any loss or damage that may arise from your use of them. 30.7 Exchange4free shall use its reasonable endeavors to complete a Trade once accepted. However, Exchange4free shall accept no liability for reasonable delay or Force Majeure or any other factors outside of our officers be liable for any indirect, consequential or special loss, howsoever arising. 17.6 Whilst we will endeavour to comply with our obligations in a timely manner, we will incur no liability whatsoever for any partial or non- performance of our obligations by reason of any cause beyond our reasonable control including but not limited to any communicationschange of Law, systems or computer failure, market default, suspension, failure or closure, withdrawal of a currency or the imposition of sanctions over a country or change payment beneficiary or any event that would make it unlawful to perform such obligations then we will notify you as soon as is reasonably practicable and will use our reasonable endeavors to return any money paid by you in respect of which we have been unable to discharge such obligations. However, we will not have any liability to you in these circumstances and we may be entitled to recover from you reasonable costs incurred by us in acting in accordance with this clause. 30.8 Our liability to you for unauthorised payments or our mistake. In case of an unauthorised payment or mistake due to our error, we shall at your request refund the amount of the unauthorised payment including all fees deducted by us, but beyond this we will have no further liability to you. This shall not apply: (including a change a) where the unauthorised payment arises from your failure to keep the personalised security features of interpretationyour E4F User Account safe in which case you shall remain liable unless section (c) below applies; (b) if you do not quickly notify us of security issues on your Exchange4fre account (e.g. loss of your password), you remain liable for losses incurred up to your notification to us; (c) if the transaction was unauthorised but you have compromised the security of your E4F User Account with intent or gross negligence in which case you shall be solely liable for all losses; or (d) if you don’t let us know about the unauthorised or incorrectly completed transaction within 13 months from the date of any law unauthorised or governmental or regulatory requirement and we shall not be held liable for any loss you may incur as a result thereofincorrectly executed payments. 17.7 Nothing under Liability and Indemnity above seeks to exclude or restrict; or rely on any exclusion or restriction of; any duty or liability we may have to you under the regulatory system.

Liability and Indemnity. 17.1 We 10.1 You agree to indemnify and hold us harmless against any and all liability arising from: (a) losses, including loss of use of, or damage to any property owned by us, or to which we are responsible for, including property held in trust; (b) claims for personal injury, death, loss of (including resultant loss) or damage to any other property not owned or controlled by us; (c) a breach by you of this Contract; and (d) any claim for loss, damages or expenses suffered or incurred by us, arising out of your acts, defaults or omissions. 10.2 Your obligation to indemnify us shall not be liable reduced proportionately to the extent our negligence, breach or wilful misconduct contributed to an indemnity event under clause 10.1. 10.3 Liquidated damages will only be applicable if we have agreed in writing that the rate is acceptable, and any liquidated damages will be your sole remedy for any default of any counterparty, bank, custodian, sub-custodian or other entity (apart from an affiliated company of ours) which holds money, investments or other documents of title on your behalf or with or through whom Transactions on your behalf are conducted. 17.2 We will not be liable for loss suffered by you delay in connection with this Contract. In any event, liquidated damages will be limited to 5% of the Services unless such loss directly arises from our gross negligence, wilful default or fraudContract Sum in the aggregate. 17.3 Save 10.4 Notwithstanding any other provision of this Contract, each party’s liability to the extent we may otherwise expressly agree, you undertake to keep us, our agents and employees fully and effectually indemnified against all costs, charges, claims, liabilities, fees and expenses whatsoever incurred by us and them pursuant to or other party in connection with with, arising out of or related to the provision of the Services unless the same arise directly from our or their gross Supply performed under this Contract, whether in contract, tort (including negligence), wilful default or fraud. 17.4 Neither we nor any of our officers shall be liable for any loss arising from any act or omission of any agent or third party under statute (apart from an affiliated company of ours) who performs Services pursuant to these Terms except to the extent that it is possible to exclude such liability), pursuant to an indemnity, or on any other basis in law, in equity or otherwise, and whether arising in connection with one or more events, is limited to 50% of the Contract Sum. For the avoidance of doubt, this clause 10.4 does not apply to or limit your liability to pay us the price of the Supply or your liability to indemnify us for any loss is caused by wilful default, fraud or gross negligence in the selection of such agents or third parties on the part of us or our officers. 17.5 In no event shall we or damage to any of our officers be property in your possession and/or under your control. 10.5 Notwithstanding any other provision of this Contract, neither party is liable to the other party for any indirect, consequential or special of the following types of loss, howsoever however arising: (a) any financial or economic loss, including loss of profit, loss of revenue, loss of use, loss of production, loss of agreement or contract, loss of goodwill or loss of business opportunity; (b) any new or increased costs and expenses, including financing, capital or operating costs; (c) any special, incidental, indirect or consequential loss; and (d) any loss resulting from any liability of the other party to any third party whether arising under contract or otherwise. 17.6 Whilst we will endeavour 10.6 Nothing under this clause 10 shall reduce or waive our right to comply with our obligations in a timely manner, we will incur no liability whatsoever for any partial or non- performance of our obligations be indemnified by reason of any cause beyond our reasonable control including but not limited to any communications, systems or computer failure, market default, suspension, failure or closure, or the imposition or change (including a change of interpretation) of any you at law or governmental or regulatory requirement and we shall not be held liable for any loss you may incur as a result thereofother such relief made available under this Contract. 17.7 Nothing under Liability and Indemnity above seeks to exclude 10.7 This clause 10 survives termination or restrict; or rely on any exclusion or restriction of; any duty or liability we may have to you under the regulatory systemexpiry of this Contract.

Liability and Indemnity. 17.1 10.1. We shall not be liable for any default of any counterparty, bank, custodian, sub-custodian or other entity (apart from an affiliated company of ours) which holds money, investments or other documents of title on your behalf or with or through whom Transactions on your behalf are conductedfailure to provide the Service caused by events outside our reasonable control. 17.2 10.2. We will do not in any way exclude or limit our liability: (i) for death or personal injury resulting from the negligence of us or our directors, officers, employees, contractors or agents; or (ii) in respect of fraud or any fraudulent statements made by us or our directors, officers, employees, contractors or agents. 10.3. Subject always to clause 10.2, we shall not have any liability to you in respect of your use of the Service which is not in accordance with these Terms and Conditions. 10.4. Subject always to clause 10.2, we shall not be liable to you, whether in contract, tort or otherwise arising out of this contract for: (i) any loss of profits, revenue, anticipated savings, loss or corruption of data, loss of contract or opportunity or loss of goodwill; or (ii) any indirect or consequential loss of whatever nature, which could be described as indirect or consequential and whether or not reasonably foreseeable, reasonably contemplatable, or actually contemplated by the parties at the time of the commencement of the Service. 10.5. If we shall be liable to you in contract, tort, under statute or otherwise, our liability shall be limited to the equivalent cost of three (3) month’s Charges for loss any event or related series of events. 10.6. You agree to indemnify, defend and hold us harmless absolutely from and against all costs, losses, claims, damages and expenses (including without limitation any legal costs) of any kind whatsoever, whether foreseeable or not, that may be suffered by us as a result of your use of the Service (or anyone using the Service with your permission), which are brought or threatened against us by a third party where you are at fault. You will reimburse us for all legal and other expenses including costs and fees of attorneys, collection agencies and other professional advisors, incurred in connection with the Services unless investigating, defending or settling of any such loss directly arises from our gross negligenceloss, wilful default expense, claim, damage, liability, action or fraud. 17.3 Save to the extent we may otherwise expressly agree, you undertake to keep us, our agents and employees fully and effectually indemnified against all costs, charges, claims, liabilities, fees and expenses whatsoever incurred by us and them pursuant to proceeding whether or not in connection with pending or threatened litigation in which we are a party. This indemnity will survive the provision termination of the Services unless the same arise directly from our or their gross negligence, wilful default or fraudthis Agreement. 17.4 Neither we nor any of our officers shall be liable for any loss arising from any act or omission of any agent or third party (apart from an affiliated company of ours) who performs Services pursuant to these Terms except to the extent that such loss is caused by wilful default, fraud or gross negligence in the selection of such agents or third parties on the part of us or our officers. 17.5 In no event shall we or any of our officers be liable for any indirect, consequential or special loss, howsoever arising. 17.6 Whilst we will endeavour to comply with our obligations in a timely manner, we will incur no liability whatsoever for any partial or non- performance of our obligations by reason of any cause beyond our reasonable control including but not limited to any communications, systems or computer failure, market default, suspension, failure or closure, or the imposition or change (including a change of interpretation) of any law or governmental or regulatory requirement and we shall not be held liable for any loss you may incur as a result thereof. 17.7 Nothing under Liability and Indemnity above seeks to exclude or restrict; or rely on any exclusion or restriction of; any duty or liability we may have to you under the regulatory system.

Liability and Indemnity. 17.1 6.1 Nothing in this Agreement excludes or limits our liability for death or personal injury resulting from our negligence; for fraud or fraudulent misrepresentation on our part; or for any other liability that cannot by Applicable Laws by limited or excluded. 6.2 However, we will only be liable for losses incurred as a result of fraudulent activity if it has resulted from a fraudulent act or omission on our part; or if we are required by Applicable Law to reimburse that fraudulent payment. 6.3 Except for any legal responsibility that we cannot exclude in law or arising under Applicable Law, we are not legally responsible for: 6.3.1 losses that were not foreseeable to us and you when the Agreement between us was formed or otherwise amended or updated between us; 6.3.2 losses that were not caused by any breach of the Agreement on our part; 6.3.3 losses where you have acted fraudulently or with gross negligence, or where you have given us incorrect or insufficient information in respect of use of the App and MarTrust Services; 6.3.4 losses due to harmful material or attacks that may infect or damage the device, computer, or its data and materials related to your use of the App and MarTrust Services (nor do we assume responsibility for loss that may arise from use of links to website within the App and MarTrust Services); 6.3.5 business losses; 6.3.6 losses to non-consumers; 6.3.7 losses resulting from an event or cause beyond our reasonable control; or 6.3.8 loss incurred by you as a result of any indirect, special, punitive, speculative or consequential loss. 6.4 We are entitled to act on your Instructions, and you agree to indemnify us for all losses arising from our doing so. You also agree to indemnify us from any loss we may incur resulting from any errors made by you in providing Instructions unless as a result of our negligence, willful misconduct or fraud. 6.5 Further, you are liable to us for breaching terms of this Agreement or Applicable Laws in relation to your use of the App and MarTrust Services and you shall indemnify us in the event of loss due to your breach. 6.6 We shall not be liable for any default failure or delay in performance of any counterparty, bank, custodian, sub-custodian obligations under this Agreement if such delay or other entity (apart failure results from an affiliated company of ours) which holds money, investments event or other documents of title on your behalf or with or through whom Transactions on your behalf are conducted. 17.2 We will not be liable for loss suffered by you in connection with the Services unless such loss directly arises from our gross negligence, wilful default or fraud. 17.3 Save to the extent we may otherwise expressly agree, you undertake to keep us, our agents and employees fully and effectually indemnified against all costs, charges, claims, liabilities, fees and expenses whatsoever incurred by us and them pursuant to or in connection with the provision of the Services unless the same arise directly from our or their gross negligence, wilful default or fraud. 17.4 Neither we nor any of our officers shall be liable for any loss arising from any act or omission of any agent or third party (apart from an affiliated company of ours) who performs Services pursuant to these Terms except to the extent that such loss is caused by wilful default, fraud or gross negligence in the selection of such agents or third parties on the part of us or our officers. 17.5 In no event shall we or any of our officers be liable for any indirect, consequential or special loss, howsoever arising. 17.6 Whilst we will endeavour to comply with our obligations in a timely manner, we will incur no liability whatsoever for any partial or non- performance of our obligations by reason of any cause beyond our reasonable control including but not limited to any communications, systems or computer failure, market default, suspension, failure or closure, or the imposition or change (including a change of interpretation) of any law or governmental or regulatory requirement and we shall not be held liable for any loss you may incur as a result thereofcontrol. 17.7 Nothing under Liability and Indemnity above seeks to exclude or restrict; or rely on any exclusion or restriction of; any duty or liability we may have to you under the regulatory system.

Liability and Indemnity. 17.1 9.1 Nothing in this agreement excludes or limits our liability for death or personal injury caused to you by our negligence or for any liability that cannot be excluded or limited by law. 9.2 You accept and agree that you will have no claim against us or any underlying network access provider if you are unable to access the service, and the exclusions and limitations of liability in this clause nine shall apply to all claims arising from your use of the service including claims against our network access providers. 9.3 We shall not be liable to you or any third party in contract, tort, including any liability for negligence or breach of statutory duty, or otherwise, for any default loss of revenue, business, anticipated savings, profits (whether or not in each case they are considered to be direct or indirect losses) corruption, loss or destruction of data, or for any counterpartyindirect or consequential loss howsoever arising, bank, custodian, sub-custodian or other entity (apart from an affiliated company of ours) which holds money, investments or other documents of title on your behalf or with or through whom Transactions on your behalf are conducted. 17.2 We will not be liable for loss suffered by you in connection with the Services unless such loss directly arises from our gross negligence, wilful default or fraud. 17.3 Save to the extent we may otherwise expressly agree, you undertake to keep us, our agents and employees fully and effectually indemnified against all costs, charges, claims, liabilities, fees and expenses whatsoever incurred by us and them pursuant to or in connection with the provision any computer virus or system failure even if we are expressly advised of the Services unless the same arise directly from our possibility of such damage or their gross negligence, wilful default or fraudloss. 17.4 Neither we nor any 9.4 Except in the case of clause 9.1, our officers shall be liable liability (if any) to you for any loss or damage in contract, tort, including negligence or breach of statutory duty, or otherwise, howsoever arising from any act out of or omission in connection with this agreement shall be limited to £5,000 per incident or series of connected incidents. 9.5 In the event of any agent or third party (apart from an affiliated company of ours) who performs Services pursuant to these Terms except to the extent that such loss is caused by wilful default, fraud or gross negligence failure in the selection of such agents Service, Equipment or third parties on the part of us or our officers. 17.5 In no event shall we or any of our officers be liable for any indirectSoftware, consequential or special loss, howsoever arising. 17.6 Whilst we will endeavour to comply with our obligations in a timely manner, we will incur no liability whatsoever for any partial or non- performance of our obligations by reason of any cause beyond our reasonable control including but not limited to any communications, systems or computer failure, market default, suspension, failure or closure, or the imposition or change (including a change of interpretation) of any law or governmental or regulatory requirement and we shall not be held liable to you for any loss charges incurred by you may incur as a result thereofshould you divert your traffic or your traffic be diverted to another provider. 17.7 Nothing under Liability 9.6 You will indemnify Kit from and Indemnity above seeks against any and all loss, damage, costs, expenses (including reasonable legal fees), claims, demands and actions arising from or related to exclude any breach of this agreement or restrict; any misuse of the Service, Equipment or rely on Software (whether or not supplied by Kit) arising from or related to any exclusion act, error, omission, fault, negligence or restriction of; misconduct by you or any duty or liability we may have to you under user of the regulatory systemservice.

Liability and Indemnity. 17.1 We 10.1 Subject to the provisions of the Trade Practices Act and the Australian Securities and Investments Commission Act, and any other rights implied by law, which cannot be excluded by agreement between the parties: a. we make no warranties, either express or implied, as to appropriateness, fitness for a particular purpose, or otherwise (including as to accuracy, currency, availability, completeness or quality), with respect to the services supplied under these Terms; b. we shall not be liable for any default loss or damage, including any consequential or indirect loss, arising as a result of any counterparty, bank, custodian, sub-custodian or other entity (apart from an affiliated company of ours) which holds money, investments or other documents of title on your behalf or with or through whom Transactions on your behalf are conducted. 17.2 We will not be liable for loss suffered by you in connection with the Services unless such loss directly arises from our gross negligence, wilful default or fraud. 17.3 Save to the extent we may otherwise expressly agree, you undertake to keep us, our agents and employees fully and effectually indemnified against all costs, charges, claims, liabilities, fees and expenses whatsoever incurred by us and them pursuant to or in connection with (without limitation): i. any breach by You of this Agreement, the provision Rules including the ASIC Market Integrity Rules, the Corporation Act or the rules of any other relevant authority; ii. You failing to give us information about Your personal circumstances or giving incomplete or incorrect information to us; iii. any delay in the Services unless the same arise directly from our execution of an Order; iv. any unauthorised use of Your Login Details; v. any theft, alteration, addition or their gross negligence, wilful default or fraudloss of data by third parties; vi. any interception by a third party of any electronic communication between us and You; or vii. any disclosure by us of trading activity on Your account to a person You have appointed as an authorised agent. 17.4 Neither we nor 10.2 Except where to do so would contravene any of our officers shall be liable for law or make any loss arising from any act or omission of any agent or third party (apart from an affiliated company of ours) who performs Services pursuant to these Terms except to the extent that such loss is caused by wilful default, fraud or gross negligence in the selection of such agents or third parties on the part of us this clause void or our officers. 17.5 In unenforceable, in no event shall we or any of our officers be liable for any indirect, special or consequential loss or special lossdamage (including, howsoever arisingwithout limitation, loss of profits or revenues) whether arising in contract, tort (including negligence) or otherwise resulting from use of our services supplied under these Terms or the Sponsorship Agreement. 17.6 Whilst we 10.3 Our liability shall in any event be limited to the re-supply of the services. 10.4 You will endeavour to comply with our obligations in a timely manner, we will incur no liability whatsoever for any partial or non- performance indemnify us and all of our obligations officers, employees, agents, related parties and associates to the maximum extent permitted by reason of any cause beyond our reasonable control including but not limited to any communicationslaw at all times against all losses, systems liabilities, damages, costs or computer failureexpenses incurred directly or indirectly suffered by them and from all actions, market defaultproceedings, suspension, failure or closure, or the imposition or change (including a change of interpretation) of any law or governmental or regulatory requirement and we shall not be held liable for any loss you may incur claims made as a result thereofof Your use of our services, any breach by You of these Term, Your failure to settle any transaction, any breach by You of another agreement with us, any representation or warranty made not being true or correct or us relying upon and acting in accordance with any instruction provided by You (whether by electronic communication or otherwise). 17.7 Nothing under Liability 10.5 You agree to indemnify us and Indemnity above seeks to exclude or restrict; or rely on we are hereby so indemnified from the Trading Account in respect of any exclusion or restriction of; any duty or liability we may have to you under the regulatory systemindemnity set out in these Terms.

Liability and Indemnity. 17.1 25.1 We shall not be liable for any default of any counterparty, bank, custodian, sub-custodian or other entity (apart from an affiliated company of ours) which holds money, investments or other documents of title on your behalf or with or through whom Transactions on your behalf are conducted. 17.2 We will not be liable for loss suffered by you in connection with the Services unless such loss directly arises from our gross negligence, wilful default or fraud. 17.3 Save to the extent we may otherwise expressly agree, you undertake to keep us, our agents and employees fully and effectually indemnified against all costs, charges, claims, liabilities, fees and expenses whatsoever incurred by us and them pursuant to or in connection with the provision of the Services unless the same arise directly from our or their gross negligence, wilful default or fraud. 17.4 Neither we nor any of our officers shall be liable to you for any loss arising from any act or omission of any agent or third party (apart from an affiliated company of ours) who performs Services pursuant to these Terms except Losses incurred by you only to the extent that such Losses are the direct result of any act or omission taken or omitted by us or a Delegate during the term of, and under, this Agreement which constitutes a breach of contract, wilful default, negligence or fraud of us, such Delegate or their directors, officers or employees in providing any of the services under this Agreement. 25.2 Without limiting clause 25.1, we will not otherwise be liable for any other Losses suffered by you including Losses arising from: 25.2.1 Xxxxxx Partners carrying out or relying on any instructions or on any information provided or made available to Xxxxxx Partners by you, the Custodian, any agent of you or any person appointed or retained by Xxxxxx Partners under clause 14; 25.2.2 Any delays due to market conditions or changes in market conditions; 25.2.3 Any delayed receipt, non-receipt, loss is caused by or corruption of any information contained in any Electronic Communication or for any breach of confidentiality resulting from email communication or any consequential loss arising from either of the foregoing; 25.2.4 The performance of any investments held within the service we provide to you; or 25.2.5 Acts or omissions (including negligence, wilful default, fraud or gross negligence insolvency) of any other person (including Counterparties, the Custodian and external data providers), unless otherwise specified in the selection of such agents or third parties on the part of us or our officersthis Agreement. 17.5 In no event shall 25.3 Without limiting clause 25.1, we or any of our officers will only be liable for any indirectdirect Losses, consequential or special loss, howsoever arising. 17.6 Whilst we We will endeavour to comply with our obligations in a timely manner, we will incur no liability whatsoever not be responsible for any partial Loss that was unforeseeable to both us and you at the time you entered into this Agreement, or non- performance which does not arise as a direct result of our obligations by reason of any cause beyond our reasonable control including acts or omissions (such as, but not limited to, loss of profits or failure to make any communications, systems or computer failure, market default, suspension, failure or closure, or the imposition or change (including a change of interpretation) of any law or governmental or regulatory requirement and we shall not be held liable for any loss you may incur as a result thereofcapital gains). 17.7 25.4 Nothing under Liability and Indemnity above seeks to in this Agreement will exclude or restrict; or rely on any exclusion or restriction of; restrict any duty or liability which we may have to you under Applicable Law. 25.5 You agree to reimburse us for any Losses that we incur as a result of your breach of any provision of our Agreement or any failure to make payment when due. 25.6 The provisions of this clause 25 will continue to apply notwithstanding the regulatory systemfact that we cease to provide services and will be in addition to any other right of reimbursement or claim of any person entitled to be reimbursed, whether pursuant to this Agreement or otherwise, and will not be affected by any accommodation provided by us, whether as to payment, time, performance or otherwise.

Liability and Indemnity. 17.1 We 4.1 Neither the SPV nor the Company shall not be liable under any liability for any default failure to perform any of its obligations hereunder by reason of any counterparty, bank, custodian, sub-custodian cause whatsoever of any nature or other entity kind beyond its reasonable control (apart from an affiliated company of ours) which holds money, investments or other documents of title on your behalf or with or through whom Transactions on your behalf are conducted“Force Majeure”). 17.2 We will not 4.2 Subject to Clause 4.1, the Company shall be liable under no liability whatsoever to the SPV for loss suffered by you any loss, damage, delay or expense of whatsoever nature, whether direct or indirect, and howsoever arising in connection with the Services course of the performance of this Agreement, unless such loss directly arises from our gross negligence, wilful default or fraud. 17.3 Save and to the extent we may otherwise expressly agreethat the same is proved to have resulted solely from the gross negligence or willful default of the Company, you undertake its employees, agents (in which case, with the exception of fraud or willful misconduct, the Company’s liability for each incident or series of incidents giving rise to a claim or claims under this Agreement shall never exceed a total of ten times the Fees earned up to the time the claim is brought for the relevant Vessel). 4.3 Except to the extent that the Company would be liable under Clause 4.2, the SPV hereby undertakes to keep usthe Company and its employees, our agents indemnified and employees fully and effectually indemnified to hold them harmless against all costsactions, chargesproceedings, claims, liabilities, fees demands or liabilities whatsoever and expenses whatsoever howsoever arising which may be brought against them or incurred or suffered by us and them pursuant to arising out of or in connection with the provision performance of this Agreement, and against and in respect of all costs, losses, damages and expenses (including legal costs and expenses on a full indemnity basis) which the Company, its employees, agents may suffer or incur (either directly or indirectly) in the course of the Services performance of this Agreement unless the same arise directly is proven to have resulted solely from our or their gross the negligence, wilful gross negligence or willful default of the Company or fraudits employees, or agents or sub-contractors employed by them. 17.4 Neither we nor 4.4 No employee or agent of the Company shall in any circumstances whatsoever be under any liability of our officers shall be liable for any loss whatsoever kind arising or resulting directly or indirectly from any act act, neglect or omission default on his part while acting in the course of any agent or third party (apart from an affiliated company of ours) who performs Services pursuant to these Terms except in connection with his employment and, without prejudice to the extent that generality of the foregoing provisions in this Clause 4.4, every exemption, limitation, condition and liberty herein contained and every right, exemption from liability, defence and immunity of whatsoever nature applicable to the Company or to which the Company is entitled hereunder shall also be available and shall extend to protect every such loss is caused by wilful defaultemployee or agent of the Company acting as aforesaid, fraud or gross negligence in and all such persons shall have the selection of such agents or third parties on the part of us or our officers. 17.5 In no event shall we or any of our officers be liable for any indirect, consequential or special loss, howsoever arising. 17.6 Whilst we will endeavour to comply with our obligations in a timely manner, we will incur no liability whatsoever for any partial or non- performance of our obligations by reason of any cause beyond our reasonable control including but not limited to any communications, systems or computer failure, market default, suspension, failure or closure, or the imposition or change (including a change of interpretation) of any law or governmental or regulatory requirement and we shall not be held liable for any loss you may incur as a result thereof. 17.7 Nothing under Liability and Indemnity above seeks to exclude or restrict; or rely on any exclusion or restriction of; any duty or liability we may have to you right under the regulatory systemContracts (Rights of Third Parties) Act 1999 to enforce and to enjoy the benefit of this Clause 4.

Liability and Indemnity. 17.1 We 9.1. The Company acknowledges that the Governing Documents contain provisions indemnifying and exculpating the Directors from liability in the discharge of their duties. 9.2. The Company further acknowledges that the Director has relied upon clause 8.1 above when deciding to enter into this Agreement and that the Company shall indemnify the Director, to the fullest extent permitted by the laws of the State of Delaware in effect on the date hereof, or as such laws may from time to time hereafter be amended to increase the scope of such permitted indemnification, against any and all Losses if the Director was or is or becomes a party to or participant in, or is threatened to be made a party to or participant in, any Claim by reason of or arising in part out of an Indemnifiable Event, including without limitation Claims brought by or in the right of the Company, Claims brought by third parties and Claims in which the Director is solely a witness. 9.3. The Director shall be indemnified and held harmless out of the assets and funds of the Company against all actions, proceedings, costs, expenses, losses, damages or liabilities of whatsoever nature and howsoever nature arising incurred or sustained by the Director if the Director did not in connection with the matter giving rise to the particular Claim, engage in actual fraud, wilful default or Gross Negligence in the execution of discharge or the Director’s duties, powers, authorities or discretions, including any costs, expenses, losses or liabilities incurred by the Director in defending (whether successfully or otherwise) any civil proceedings concerning the Company, its business or its affairs in any court whether in Delaware or elsewhere. To the extent that the Company has insufficient assets and funds to meet its obligations to the Director under this Clause 8.3, the Parent Company hereby agrees to put the Company in funds so that the Company may meet and fulfil its obligations hereto. 9.4. The Director shall not, in the absence of her own actual fraud, wilful default or Gross Negligence, be liable for any default costs, expenses, losses, damages or liabilities of whatsoever nature and howsoever arising, incurred or sustained by the Company at any time from any cause whatsoever arising out of any counterparty, bank, custodian, sub-custodian act or other entity (apart from an affiliated company of ours) which holds money, investments or other documents of title omission on your behalf or with or through whom Transactions on your behalf are conducted. 17.2 We will not be liable for loss suffered by you her part in connection with her duties under this Agreement. 9.5. The indemnity and exculpation provisions in this Article 8 shall be in addition to the Services unless indemnity provided in the Governing Documents, which the Company hereby acknowledges and represents may be enforced directly by the Director. 9.6. The Company or the Parent Company shall within 10 Business Days of any written demand, advance to the Director the full amount of all reasonable Expenses reasonably anticipated by the Director to be incurred by her in the defence of, or otherwise in connection with, any Claim arising out of or in any way connected with the Agreement of the provision of the services hereunder. In the event that such loss directly arises from our gross negligencean advance is made by the Company or the Parent Company, the Director shall reimburse the Company or the Parent Company for such advanced fees, costs and expenses to the extent that it is ultimately determined, following the final disposition of such Claim, that the Director is not entitled to indemnification hereunder. 9.7. Notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated to: (a) indemnify or advance funds to the Director for Expenses or Losses with respect to proceedings initiated by the Director, including any proceedings against the Company or its directors, officers, employees or other indemnitees and not by way of defence, except where the Company has joined in or the Board has consented to the initiation of such proceedings. (b) indemnify the Director if a final decision by a court of competent jurisdiction determines that such indemnification is prohibited by applicable law. AURORA MERGER SUB I, INC 9.8. No person shall be found to have committed actual fraud, wilful default or fraudGross Negligence under this Agreement unless and until a court of the State of Delaware has reached a final non-appealable determination to that effect. 17.3 Save 9.9. The Director shall notify the Company in writing as soon as practicable of any Claim which could relate to an Indemnifiable Event or for which the Director could seek an advance of Expenses, including a brief description (based upon information then available to the extent we may otherwise expressly agreeDirector) of the nature of, you undertake and the facts underlying, such Claim. The failure by the Director to keep us, our agents and employees fully and effectually indemnified against all costs, charges, claims, liabilities, fees and expenses whatsoever incurred by us and them pursuant to or in connection with timely notify the Company hereunder shall not relieve the Company from any liability hereunder unless such failure materially prejudices the Company. 9.10. The provision of this Article 8 shall remain in full force and effect after the Services unless the same arise directly from our or their gross negligence, wilful default or fraudtermination of this Agreement. 17.4 Neither we nor any of our officers shall be liable for any loss arising from any act or omission of any agent or third party (apart from an affiliated company of ours) who performs Services pursuant to these Terms except to the extent that such loss is caused by wilful default, fraud or gross negligence in the selection of such agents or third parties on the part of us or our officers. 17.5 In no event shall we or any of our officers be liable for any indirect, consequential or special loss, howsoever arising. 17.6 Whilst we will endeavour to comply with our obligations in a timely manner, we will incur no liability whatsoever for any partial or non- performance of our obligations by reason of any cause beyond our reasonable control including but not limited to any communications, systems or computer failure, market default, suspension, failure or closure, or the imposition or change (including a change of interpretation) of any law or governmental or regulatory requirement and we shall not be held liable for any loss you may incur as a result thereof. 17.7 Nothing under Liability and Indemnity above seeks to exclude or restrict; or rely on any exclusion or restriction of; any duty or liability we may have to you under the regulatory system.

Liability and Indemnity. 17.1 13.1 Nothing in this Agreement shall be deemed or construed so as to limit, restrict or exclude the liability of either party (or Your Authorised Users) for death or personal injury caused by the negligence of that party or for any loss, damage or other liability arising out of either party’s fraud or fraudulent misrepresentation or anything else which cannot be excluded by law. 13.2 Subject to Clause 13.1 above and to the extent permitted by law, We shall not be liable in contract (including for fundamental breach and under any default indemnity) or tort (including negligence) or otherwise for: 13.2.1 any purely economic loss; 13.2.2 loss of profit; 13.2.3 loss of turnover; 13.2.4 loss of sales; 13.2.5 loss of revenue; 13.2.6 loss of, damage to or corruption of data; 13.2.7 indirect loss; 13.2.8 special losses; and/or 13.2.9 consequential losses whatsoever incurred by You, Your Authorised Users and/or any counterpartythird party in relation to Avelo Exchange, bank, custodian, sub-custodian or other entity (apart from an affiliated company including in respect of ours) which holds money, investments or other documents access to and use of title on your behalf or with or through whom Transactions on your behalf are conductedAvelo Exchange and/or the Services. 17.2 We will not be liable for loss 13.3 Subject to Clauses 13.1 and 13.2 above and to the extent permitted by law, Our entire liability to You in respect of all losses, damages, costs, claims or expenses suffered by you You and arising out of or in connection with this Agreement howsoever arising, including any breach of contract, tort (including negligence), breaches of statutory duty committed by Us in connection with this Agreement and any liability with respect to any indemnities given in this Agreement by Us, will be limited and will in no circumstances whatsoever exceed the Services unless such loss directly arises from our gross negligence, wilful default greater of a) 150% of the amount of the fees paid by You to Us in the 12 months immediately preceding the date on which the relevant cause of action(s) arose; or fraudb) £5,000 in respect of any single occurrence or series of related occurrences. 17.3 Save 13.4 Subject to Clause 13.1, formal proceedings relating to any claim against Us arising out of or in connection with this Agreement howsoever occurring must be served on Us within 12 months from the end of the month in which You become aware or should reasonably have become aware of the events giving rise to the extent we may otherwise expressly agree, you undertake claim. Failure to keep us, our agents and employees fully and effectually indemnified commence proceedings in accordance with this Clause 13.4 will bar You from bringing any claim howsoever arising under the terms of this Agreement against all costs, charges, claims, liabilities, fees and expenses whatsoever incurred by us and them pursuant to Us. 13.5 You shall procure Your Authorised Users compliance with the terms of this Agreement. In the event that We and/or Our Group incurs any Losses of whatever nature arising out of or in connection with the provision acts or omissions of the Services unless the same arise directly from our or their gross negligence, wilful default or fraudYour Authorised Users You hereby agree to defend and indemnify Us and Our Group against such Losses. 17.4 Neither we nor any of our officers shall be 13.6 We are not liable in contract , tort (including negligence) or otherwise for any loss arising from any act Losses You or omission of any agent or third party (apart from an affiliated company of ours) who performs Services pursuant to these Terms except to the extent that such loss is caused by wilful default, fraud or gross negligence in the selection of such agents or third parties on the part of us or our officers. 17.5 In no event shall we or any of our officers be liable for any indirect, consequential or special loss, howsoever arising. 17.6 Whilst we will endeavour to comply with our obligations in a timely manner, we will incur no liability whatsoever for any partial or non- performance of our obligations by reason of any cause beyond our reasonable control including but not limited to any communications, systems or computer failure, market default, suspension, failure or closure, or the imposition or change (including a change of interpretation) of any law or governmental or regulatory requirement and we shall not be held liable for any loss you may incur Your Authorised Users suffer as a result thereofof Your and/or Your Authorised User’s use of the Third Party Services. 17.7 Nothing under Liability and Indemnity above seeks to exclude 13.7 We are not liable in contract, tort (including negligence) or restrict; otherwise for the acts or rely on any exclusion omissions of providers of telecommunications services or restriction of; any duty for faults in or liability we may have to you under the regulatory systemfailure of their apparatus.

Liability and Indemnity. 17.1 We shall not be liable for any default of any counterpartyNeither Cantor nor PSIL (nor their respective directors, bank, custodian, sub-custodian employees or other entity (apart from an affiliated company of oursagents) which holds money, investments or other documents of title on your behalf or with or through whom Transactions on your behalf are conducted. 17.2 We will not be liable for loss suffered by you in connection with the Services unless such loss directly arises from our gross negligence, wilful default or fraud. 17.3 Save to the extent we may otherwise expressly agree, you undertake to keep us, our agents and employees fully and effectually indemnified against all costs, charges, claims, liabilities, fees and expenses whatsoever incurred by us and them pursuant to or in connection with the provision of the Services unless the same arise directly from our or their gross negligence, wilful default or fraud. 17.4 Neither we nor any of our officers shall be liable for any loss arising or damage suffered by you as a direct or indirect result of the provision by Xxxxxx or PSIL of its services, save that nothing in these terms shall exclude or restrict liability of PSIL resulting from any act or omission of any agent or third party (apart from an affiliated company of ours) who performs Services pursuant to these Terms except to the extent that such loss is caused by wilful defaultnegligence, fraud or gross negligence in the selection wilful default or contravention of such agents or third parties CBOI rules on the part of us Xxxxxx and or our officers.PSIL. Neither Cantor nor PSIL shall have any liability for any market or trading losses you may incur. You undertake to indemnify Xxxxxx and PSIL and each of their respective directors, employees and agents (“Indemnified Persons”) on an after tax basis against any liabilities, reasonable costs and expenses (including legal costs) and all duties and taxes (other than Xxxxxx’x and PSIL’s corporation tax) which are caused by: 17.5 In no event shall we (i) the provision by Xxxxxx and/or PSIL of their services to you; (ii) any material breach by you of any of these terms; (iii) any default or failure by you in performing your obligations to make delivery or payment when due; or (iv) any defect in title or any fraud or forgery in relation to any investments delivered to Cantor and or PSIL by or on your behalf or in relation to any instrument of transfer in relation to such investments (including any electronic instruction) purporting to transfer such investments. PSIL shall not be entitled to be indemnified against the consequences to PSIL of their own fraud, negligence or wilful default or any contravention by PSIL of any provision of the CBOI’s rules or applicable law. You hereby acknowledge that Xxxxxx and PSIL and any related party shall not in any event be responsible and shall have no liability for any loss or damage (whether arising directly or indirectly), whether of profits, revenue or goodwill or any indirect or consequential losses (including loss of profit or loss or damage to business or reputation), liabilities, claims, expenses, awards, proceedings and costs, regardless of whether the possibility of such losses, damages, liabilities, claims, expenses, awards, proceedings and costs was disclosed to or could reasonably have been foreseen by Xxxxxx, PSIL or any related party and whether arising in contract, in tort (including negligence) or for representations made or otherwise as a result of or in connection with performance or non-performance of our officers obligations under these terms or in relation to the Execution Only Service. You also hereby specifically acknowledge that Xxxxxx and PSIL and each related party shall not be liable for any indirect, consequential or special loss, howsoever arising. 17.6 Whilst we will endeavour to comply with our obligations in a timely manner, we will incur responsible and shall have no liability whatsoever for any partial loss or non- performance of our obligations damage (whether arising directly or indirectly) and whether arising in contract, in tort (including negligence) or otherwise arising: a) by reason of Xxxxxx relying on any cause beyond our reasonable control including but not limited instruction reasonably believed by us to any communications, systems be authorised by you or computer failure, market default, suspension, failure or closure, or the imposition or change (including a change of interpretation) of any law or governmental or regulatory requirement on your behalf and we shall not be held liable for under no duty to make an investigation or inquiry as to any loss you statement contained in any such instruction or document and we may incur accept the same as conclusive evidence of the truth and accuracy of the statements contained therein; or b) as a result thereofof any act or omission, or of the insolvency, of any eligible custodian or credit institution that may hold your assets as provided for in paragraphs 6 and 7 (above); or c) by reason of or in connection with any act or omission by you or any agent of yours as provided for in paragraph 1.A. above. Neither Cantor nor PSIL shall have any liability for any circumstance or failure to provide any service if such circumstance or failure results from any event or state of affairs beyond the control of Cantor or PSIL, including, without limitation, any failure of communication, computer systems, settlement computer or accounting systems or equipment, any failure or interruption in the supply of data, any political crisis or terrorist action or the suspension of trading by any exchange or clearing house or any fire, flood, or other natural disaster. In such circumstances, any of Cantors or PSIL’s obligations shall be suspended pending resolution of the event or state of affairs in question. See also paragraph 36 below (force majeure). The provisions of this paragraph 13 shall continue to apply notwithstanding the fact that Cantor or PSIL cease to provide services and shall be in addition to any other right of indemnity or claim of any Indemnified Person whether pursuant to these terms or otherwise and shall not be affected by any forbearance, whether as to payment, time, performance or otherwise. In the event that you have a Contracts for Difference (CFD) exposure and you are on a margin call with the CFD provider and the position is not closed out or settled by the CFD provider (including due to insufficient funds), then Xxxxxx will have no liability for any losses incurred by you due to such non settlement or non closure. 17.7 Nothing under Liability and Indemnity above seeks to exclude or restrict; or rely on any exclusion or restriction of; any duty or liability we may have to you under the regulatory system.

Liability and Indemnity. 17.1 We 12.1 The Contractor shall not be liable for indemnify and hold harmless Bluestar Medics Solutions against any default costs or losses or damages arising as a result of any counterpartydeath, bank, custodian, sub-custodian personal injury or other entity (apart from an affiliated company fraud arising out of ours) which holds money, investments or other documents as a consequence of title on your behalf or with or through whom Transactions on your behalf are conductedthe Contractor’s negligence in carrying out the Services. 17.2 We will not be liable for loss suffered 12.2 The Contractor shall indemnify and hold harmless Bluestar Medics Solutions and any of its Affiliates or Client on an ongoing basis against any costs or losses arising from the Contractor’s breach of Clause 8.11 and/or Clause 8.12, or incurred by you in connection with the Services unless such loss directly arises from our gross negligenceEmployment Business by reason of any proceedings, wilful default claims or frauddemands by any third party (including specifically, but without limitation, HM Revenue and Customs and any successor, equivalent or related body pursuant to the IR35 Legislation, ITEPA or the NICs Legislation and/or any supporting or consequential secondary legislation relating thereto). 17.3 Save to the extent we may otherwise expressly agree, you undertake to keep us, our agents and employees 12.3 The Contractor shall fully and effectually indemnified indemnify Bluestar Medics Solutions against all costsLosses arising out of any breach by the Contractor and/or the Consultant of this Agreement, charges, claims, liabilities, fees and expenses whatsoever incurred or from the performance or non-performance by us and them pursuant to or in connection with the provision Contractor and/or the Consultant of the Services unless the same arise directly from our Contractor’s obligations hereunder, or their gross negligence, wilful default or fraud. 17.4 Neither we nor any of our officers shall be liable for any loss arising from any negligent or unlawful act or omission of any agent or third party (apart from an affiliated company the Contractor of ours) who performs Services pursuant to these Terms except Consultant. 12.4 Notwithstanding anything else in this Agreement, the liability of Bluestar Medics Solutions to the extent that such loss is caused Contractor in connection with this Agreement flowing from one event or a series of connected events, whether arising under contract or by wilful defaultway of indemnity, fraud negligence or gross negligence otherwise, shall be limited to payment of the fees paid or payable in the selection calendar year in which the event giving rise to the breach of such agents or third parties on the part of us or our officersthis Agreement occurred. 17.5 In no event 12.5 Neither party shall we or any of our officers be liable to the other for any indirect, indirect or consequential or special loss, howsoever arising. 17.6 Whilst we will endeavour to comply with our obligations in a timely mannerloss of profit, we will incur no liability whatsoever for any partial business or non- performance of our obligations by reason of any cause beyond our reasonable control including but not limited to any communications, systems or computer failure, market default, suspension, failure or closure, or the imposition or change (including a change of interpretation) of any law or governmental or regulatory requirement and we shall not be held liable for any loss you may incur as a result thereof. 17.7 Nothing under Liability and Indemnity above seeks to exclude or restrict; or rely on any exclusion or restriction of; any duty or liability we may have to you under the regulatory system.anticipated savings

Liability and Indemnity. 17.1 We 10.1 Subject to Clauses 10.2, 10.3 and 11 and unless otherwise provided under these Terms, GS shall not only be liable for any default of any counterparty, bank, custodian, sub-custodian or other entity (apart from an affiliated company of ours) which holds money, investments or other documents of title on your behalf or with or through whom Transactions on your behalf are conducted. 17.2 We will not be liable for loss suffered by you in connection with the Services unless such loss directly arises from our gross negligence, wilful default or fraud. 17.3 Save to the extent we may otherwise expressly agree, you undertake to keep us, our agents and employees fully and effectually indemnified against all costs, charges, claims, liabilities, fees and expenses whatsoever incurred by us and them pursuant to under or in connection with the provision of Agreement for Loss to you to the Services unless extent that the same arise Loss solely and directly from our or their gross negligence, wilful default or fraud. 17.4 Neither we nor any of our officers shall be liable for any loss arising arises from any act or omission of any agent or third party (apart from an affiliated company of ours) who performs Services pursuant to these Terms except to the extent by GS that such loss is caused by wilful defaultconstitutes negligence, fraud or gross negligence wilful default. 10.2 Nothing in the selection of such agents Agreement shall exclude or third parties on the part of us restrict any liability for fraud or our officersany liability which GS is unable to exclude or restrict under Applicable Law. 17.5 In 10.3 GS shall in no event shall we or any of our officers circumstances be liable for under or in connection with the Agreement for: 10.3.1 losses (whether direct or indirect) of profits, revenue or of data; or 10.3.2 any indirect, consequential or special lossincidental losses, howsoever arisingregardless of whether the possibility of such losses was disclosed to, or could reasonably have been foreseen by GS, and whether arising in contract, in tort (including negligence) or otherwise. 17.6 Whilst we will endeavour to comply with our obligations in a timely manner10.4 You (or Your Underlying Client, we will incur no liability whatsoever where applicable) shall indemnify and hold GS and/or any Provider harmless for any partial and all Losses incurred directly or non- performance of our obligations indirectly by reason GS and/or any Provider arising out of any cause beyond our reasonable control including but not limited to any communications, systems act or computer failure, market default, suspension, failure or closure, or omission: (a) on your part; (b) on the imposition or change (including a change of interpretation) part of any law persons authorised by you and notified by you to GS or governmental any persons who GS reasonably believes to be acting with authority on your behalf in accordance with Clause 5.1; (c) on the part of an Underlying Client (where applicable); or regulatory requirement and we (d) if you appoint an Unaffiliated Custodian, on the part of the Unaffiliated Custodian, provided that nothing in this Clause 10.4 shall not require you to indemnify GS or any Provider where the grant of that indemnity would be held liable for any loss you may incur as a result thereofcontrary to Applicable Law. 17.7 Nothing under Liability 10.5 The benefit of the exclusions of liability and Indemnity above seeks to exclude or restrict; or rely the rights of indemnity conferred on any exclusion or restriction of; any duty or liability we may have to you GS under the regulatory systemAgreement shall also apply severally to Third Party Beneficiaries and Clause 18 shall apply accordingly. 10.6 You (and Your Underlying Client, where applicable) agree that in entering into the Agreement you have not and are not relying upon any statements, representations, promises, undertakings, collateral contracts, assurances or warranties whatsoever by GS or its employees, directors, officers, agents or Affiliates other than those contained in the Agreement. Except as set out in the Agreement, all conditions, warranties, representations and any other terms, expressed or implied by Applicable Law or otherwise, made in relation to the Agreement, are excluded to the fullest extent permitted under Applicable Law.

Liability and Indemnity. 17.1 7.1 Nothing in this Agreement shall operate to exclude or limit our liability for death or personal injury caused by our negligence; any breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982; fraud; or any other liability which cannot be excluded or limited under applicable law. 7.2 Except as expressly and specifically provided in this Agreement: 7.2.1 you assume sole responsibility for results obtained from the provision of the Services, and for conclusions drawn from such use. We shall not be liable have no liability for any default of damage caused by errors or omissions in any counterpartyinformation, bank, custodian, sub-custodian instructions or other entity (apart from an affiliated company of ours) which holds money, investments or other documents of title on your behalf or with or through whom Transactions on your behalf are conducted. 17.2 We will not be liable for loss suffered scripts provided to us by you in connection with the Services unless such loss directly arises and/or any software, or any actions taken by us at your direction; 7.2.2 the Service are provided to you on an "as is" basis and except as set out herein all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from our gross negligence, wilful default or fraudthis Agreement. 17.3 Save 7.3 Subject to clause 7.1, we shall have no liability to you for: 7.3.1 any loss of profits; loss of anticipated savings; loss of business opportunity or loss of goodwill or wasted management time which you may suffer, whether they arise directly or indirectly or are immediate or consequential and whether they arise in contract, tort (including negligence) or otherwise; or 7.3.2 any indirect or consequential loss or special damage (even though we were aware of the extent we may otherwise expressly agreecircumstances in which such special damage could arise); or 7.3.3 any and all problems, delays, delivery failures and all other loss or damage or costs or expenses incurred by you undertake arising from or caused by any Customer Software or your equipment or your failure to keep maintain internet connectivity or any breach of your obligations under this Agreement; or 7.3.4 any loss of, or damage to, Data caused by any third party (except those third parties subcontracted by us to perform any of the Services). 7.4 In the event that you suffer loss of or damage to your Data as a result of our breach of this Agreement or the negligence of our personnel or third parties subcontracted to us, our agents total liability to you for loss of or damage to Data shall be limited to the lesser of: • the cost of restoring the Data to the last available backup or • the sum of £50,000. You acknowledge that the provisions of this clause 7.4 represent a reasonable apportionment of risk having regard to the Fees for the Services. 7.5 Subject to clauses 7.1, 7.4 and employees fully and effectually indemnified against all costs7.5, chargesour total liability to you, claimswhether in contract, liabilities, fees and expenses whatsoever incurred by us and them pursuant to tort (including negligence) or otherwise in connection with this Agreement, shall not exceed a sum equal to the provision total value of the Services unless Fees paid or payable by you in respect of the same arise directly from our or their gross negligence, wilful default or fraud12 months during which the liability arises. 17.4 Neither we nor any of our officers shall be liable for any loss arising from any act or omission of any agent or third party (apart from an affiliated company of ours) who performs Services pursuant to these Terms except to the extent that such loss is caused by wilful default, fraud or gross negligence in the selection of such agents or third parties on the part of us or our officers. 17.5 In no event shall we or any of our officers be liable for any indirect, consequential or special loss, howsoever arising. 17.6 Whilst we will endeavour to comply with our obligations in a timely manner, we will incur no liability whatsoever for any partial or non- performance of our obligations by reason of any cause beyond our reasonable control including but not limited to any communications, systems or computer failure, market default, suspension, failure or closure, or the imposition or change (including a change of interpretation) of any law or governmental or regulatory requirement and we shall not be held liable for any loss you may incur as a result thereof. 17.7 Nothing under Liability and Indemnity above seeks to exclude or restrict; or rely on any exclusion or restriction of; any duty or liability we may have to you under the regulatory system.

Liability and Indemnity. 17.1 D5.1 In the majority of cases, Our respective responsibilities and liabilities in the event of a failure to achieve agreed performance standards will be identified and allocated between Us in Schedule 7 (Service Standards and Requirements). D5.2 Where responsibilities and liabilities arise that are not covered by Schedule 7 (Service Standards and Requirements), We shall not be liable for any default agree that, in relation to the activities of the Alliance and the matters set out in this Agreement, We will have no liability to each other in respect of any counterparty, bank, custodian, sub-custodian or other entity (apart from an affiliated company of ours) which holds money, investments or other documents of title on your behalf or with or through whom Transactions on your behalf are conducted. 17.2 We will not be liable for loss suffered by you in connection with the Services unless such loss directly arises from our gross negligence, wilful default or fraud. 17.3 Save to the extent we may otherwise expressly agree, you undertake to keep us, our agents and employees fully and effectually indemnified against all costs, charges, claimslosses, liabilities, damages, costs, fees and expenses whatsoever incurred by us (howsoever caused or arising) except for those liabilities set out and them pursuant to described in clause D2 (Confidentiality and Freedom of Information) and clause D7 (Rectification, Exclusion and Termination) which arise from the exclusion of one of Us or in connection with the provision a Defaulting Participant. D5.3 Each Provider Participant is responsible for ensuring their regulatory compliance of the Services unless provided by their respective organisations. Each Provider Participant will deal directly with the same arise directly from our relevant Regulatory or their gross negligence, wilful default Supervisory Body in relation to the Services performed by that Provider Participant organisation and it is not intended that there will be any collective responsibility or fraudliability for any regulatory breaches or enforcement actions. 17.4 Neither we nor D5.4 Notwithstanding clauses D5.2 and D5.3 above, each of Us will hold harmless all other Alliance Participants and will indemnify and keep indemnified each of Us, in full and on demand, against any Claims (and related costs, charges and reasonable legal expenses) which any of our officers shall be liable for any loss Us may incur arising from any act or omission breach by such other party to this Agreement of any agent obligations that arise under this Agreement. D5.5 Each of Us will at our own cost effect and maintain with a reputable insurance company a policy or third party policies of insurance providing as a minimum the following levels of cover: (apart from an affiliated company a) public liability insurance with a limit of ours) who performs Services pursuant to these Terms except to the extent that such loss is caused by wilful default, fraud or gross negligence indemnity of not less than £10,000,000 in the selection of such agents or third parties on the part of us or our officers. 17.5 In no event shall we or any of our officers be liable for any indirect, consequential or special loss, howsoever arising. 17.6 Whilst we will endeavour to comply with our obligations in a timely manner, we will incur no liability whatsoever for any partial or non- performance of our obligations by reason of any cause beyond our reasonable control including but not limited relation to any communications, systems one claim or computer failure, market default, suspension, failure series of claims; (b) professional indemnity insurance with a limit of indemnity of not less than £10,000,000 in relation to any one claim or closure, or the imposition or change (including a change series of interpretation) of any law or governmental or regulatory requirement and we shall not be held liable for any loss you may incur as a result thereofclaims. 17.7 Nothing under Liability and Indemnity above seeks to exclude or restrict; or rely on any exclusion or restriction of; any duty or liability we may have to you under the regulatory system.

Liability and Indemnity. 17.1 We shall not be liable 8.1 Subject to clause 8.4, Questionmark excludes liability for any default loss of any counterpartyprofit, bankloss of anticipated savings, custodianloss of reputation, sub-custodian interest, penalties, legal or other entity (apart from an affiliated company professional costs and expenses in each case whether direct or indirect, and for all indirect or consequential loss or damage suffered or incurred by the Customer arising out of ours) which holds money, investments or other documents of title on your behalf or with or through whom Transactions on your behalf are conducted. 17.2 We will not be liable for loss suffered by you in connection with Questionmark’s breach or negligent performance or non- performance of this Agreement. 8.2 Subject to clause 8.4, the Services unless such loss directly arises from our gross maximum aggregate liability of Questionmark to the Customer under or in connection with this Agreement (whether in contract or tort, including negligence, wilful default misrepresentation or fraudotherwise) shall be a sum no greater than the higher of 105% of the Fees actually paid in accordance with clause 6 in the year in which the liability is incurred or twenty-five thousand UK pounds sterling (£25,000), the Customer acknowledging that where Questionmark is providing a free trial, the cap shall be zero. 17.3 Save to the extent we may otherwise expressly agree, you undertake to keep us, our agents and employees fully and effectually indemnified against 8.3 The Customer shall indemnify Questionmark for all direct costs, chargesexpenses, claims, liabilities, fees damages and expenses whatsoever losses suffered or incurred by us Questionmark, and them pursuant to indemnify and hold harmless Questionmark from any claim from a third party in each case, arising out of or in connection with the Customer’s breach or negligent performance or non-performance of this Agreement to the full extent of such liability 8.4 Nothing in this Agreement shall exclude either party’s liability for: 8.4.1 death or personal injury caused by its negligence; 8.4.2 fraud or fraudulent misrepresentation; or 8.4.3 any other liability which cannot be properly excluded by law. 8.5 EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ALL REPRESENTATIONS, CONDITIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED (BY STATUTE OR OTHERWISE) ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. 8.6 Notwithstanding any other provision of this Agreement, in the Services unless the same arise directly from our or their gross negligenceevent Customer re- orders Services, wilful default or fraud. 17.4 Neither we nor any of our officers shall be liable for any loss arising Customer expressly waives and forever releases Questionmark from any act and all claims, demands, damages, lawsuits, liabilities, losses, judgments, and/or costs related to or omission in any way connected with its prior receipt of any agent or third party (apart from an affiliated company of ours) who performs Services pursuant to these Terms except to the extent that such loss is caused by wilful default, fraud or gross negligence in the selection of such agents or third parties on the part of us or our officersServices. 17.5 In no event shall we or any of our officers be liable for any indirect, consequential or special loss, howsoever arising. 17.6 Whilst we will endeavour to comply with our obligations in a timely manner, we will incur no liability whatsoever for any partial or non- performance of our obligations by reason of any cause beyond our reasonable control including but not limited to any communications, systems or computer failure, market default, suspension, failure or closure, or the imposition or change (including a change of interpretation) of any law or governmental or regulatory requirement and we shall not be held liable for any loss you may incur as a result thereof. 17.7 Nothing under Liability and Indemnity above seeks to exclude or restrict; or rely on any exclusion or restriction of; any duty or liability we may have to you under the regulatory system.

Liability and Indemnity. 17.1 We shall LendMe and it’s directors, shareholders, employees, agents, contractors and Associated Persons are not be liable for in any default way for: (a) the failure of any counterpartyBorrower payments; (b) any failure to provide the Website or otherwise to comply with this Agreement, bank, custodian, subif the failure or non-custodian or other entity compliance is caused by events beyond our reasonable control; or (apart from an affiliated company c) to achieve any funding in respect of ours) which holds money, investments or other documents of title on your behalf or with or through whom Transactions on your behalf are conductedany Loan Application. 17.2 We will not be liable for loss suffered by you in connection with the Services unless such loss directly arises from our gross negligence, wilful default or fraud. 17.3 Save to the extent we may otherwise expressly agree, you undertake to keep us, our agents and employees fully and effectually indemnified against all costs, charges, claims, liabilities, fees and expenses whatsoever incurred by us and them pursuant to or in connection with the provision of the Services unless the same arise directly from our or their gross negligence, wilful default or fraud. 17.4 Neither we nor any of our officers shall be liable for any loss arising from any act or omission of any agent or third party (apart from an affiliated company of ours) who performs Services pursuant to these Terms except to the extent that such loss is caused by wilful default, fraud or gross negligence in the selection of such agents or third parties on the part of us or our officers. 17.5 In no event shall we or any of our officers be liable for any indirect, consequential or special loss, howsoever arising. 17.6 Whilst we will endeavour to comply with our obligations in a timely manner, we will incur no liability whatsoever for any partial or non- performance of our obligations by reason of any cause beyond our reasonable control including but not limited to any communications, systems or computer failure, market default, suspension, failure or closure, or the imposition or change (including a change of interpretation) of any law or governmental or regulatory requirement and we shall not be held liable for any loss you may incur as a result thereof. 17.7 Nothing under Liability and Indemnity above seeks to exclude or restrict; or rely on any exclusion or restriction of; any duty or All liability we may have to you and your Associated Persons, except liability arising under the regulatory systemConsumer Xxxxxxxxxx Xxx 0000 that cannot be contracted out of, is excluded. We are not liable to you and do not have to pay you for anything else caused by or resulting from any action or inaction by us. This exclusion applies whatsoever you are claiming (including loss of profits, savings, revenue or business) and however liability might arise but for this clause (including for breach of contract or in tort, including negligence). 17.3 If we are ever liable to you and, for any reason whatsoever, the maximum combined amount we will have to pay you, your Associated Persons and anyone else who uses our Website (together) is a total of $10,000. 17.4 You hereby indemnify us against all liabilities, losses and costs, including legal costs, incurred by us arising out of or in connection with any action or inaction we take in relation to you, your Associated Persons and your Loan/s and which is in accordance with this Agreement. 17.5 You hereby indemnify us against any liability we incur to any Borrower, co-Borrower, co-Lender or third party arising out of or in connection with the Loan, your performance or breach of this Agreement and your use of the Website including in relation to information posted on the Website or to any Borrower, co-Borrower or co-Lender or former Borrower, co-Borrower or co- Lender where such liability arises out of or in connection with the Loan. 17.6 In this clause “we” and “us” includes our subsidiaries, Associated Persons, and our directors, officers, employees and contractors. 17.7 In this clause “you” includes your subsidiaries, Associated Persons, and your directors, officers, employees and contractors. 17.8 If you are in trade, and you use the Website in trade, all parties agree that: (a) the provisions of the Consumer Guarantees Xxx 0000; and (b) sections 9, 12A, and 13 of the Fair Trading Xxx 0000, will not apply to this Agreement.

Liability and Indemnity. 17.1 10.1 This paragraph 10 shall be in addition to the liability and indemnity provisions set out elsewhere in this Agreement. 10.2 We shall not under any circumstances be liable to you or any third party (including your customers, invitees, affiliates, employees or contractors) for any default indirect, incidental, punitive, special or consequential loss, cost or damage of any counterpartykind including loss of business, bankprofits, custodianrevenue, sub-custodian contracts, goodwill, anticipated savings, production or claims by any other entity (apart from an affiliated company parties whether arising out of ours) which holds money, investments or other documents of title on your behalf or with or through whom Transactions on your behalf are conducted. 17.2 We will not be liable for loss suffered by you in connection with the Services unless such loss directly arises from our gross negligence, wilful default breach of statutory duty, breach or fraud. 17.3 Save to the extent we may otherwise expressly agreenon-performance of this Agreement, you undertake to keep us, our agents and employees fully and effectually indemnified against all costs, charges, claims, liabilities, fees and expenses whatsoever incurred by us and them pursuant to or in connection with the provision of the Services unless the same arise directly from our or their gross negligence, wilful default or fraud. 17.4 Neither we nor any of our officers shall be liable for any loss arising from any act or omission of our employees, agents, or sub-contractors, or otherwise. 10.3 We exclude all statutory and tortious liability incurred by you or any agent or third party (apart including your customers, invitees, affiliates, employees or contractors) and all liability for any losses, damages, costs, expenses incurred by you or any third party (including your customers, invitees, affiliates, employees or contractors) arising from an affiliated company of ours) who performs Services pursuant to these Terms except or in connection with this Agreement. 10.4 To the fullest extent allowed by the law, we do not give any assurances, guarantees, or warranties, either express or implied, in relation to the extent that such loss is caused by wilful default, fraud or gross negligence Services. 10.5 In the event of a Planned Outage of equipment provisioned for your use in the selection Work Area, we shall use best efforts to provide to you reasonable notice of such agents or third parties on Planned Outage. Notwithstanding the part of us or our officers. 17.5 In no event shall we or any of our officers be liable for any indirectforegoing, consequential or special loss, howsoever arising. 17.6 Whilst we will endeavour to comply with our obligations in a timely manner, we will incur no liability whatsoever for any partial or non- performance of our obligations by reason of any cause beyond our reasonable control including but not limited to any communications, systems or computer failure, market default, suspension, failure or closure, or the imposition or change (including a change of interpretation) of any law or governmental or regulatory requirement and we shall not be held liable to you for any loss or damage suffered by you may incur as a result thereofin relation to any interruption of our Services due to any Planned Outage. 17.7 Nothing under Liability 10.6 You must indemnify and Indemnity above seeks to exclude or restrict; or rely on keep us indemnified in full from and against all claims, demands, actions, suits, proceedings, damages, costs, loss and expenses of any exclusion or restriction of; any duty or liability nature whatsoever and howsoever that we may have suffer or incur arising out of any occurrences in or the use of the Building by you, your customers, affiliates, agent, contractors or invitees or arising out of the breach of the Agreement or the Customer Equipment or any other equipment located in the Work Area, or any loss or damage to you under the regulatory systemBuilding caused directly or indirectly by you, your agent, contractors or invitees.

Liability and Indemnity. 17.1 We shall (a) You agree to defend, indemnify and hold Blue Net, its affiliates, officers, employees, agents and related bodies corporate harmless against all liabilities, actions, claims, suits, demands, damages, costs or expenses (including reasonable legal expenses) related to any beach by you of this Agreement, or arising out of or in any way connected to the use of Blue Net’s Products and Services by any other person. (b) You indemnify Blue Net in respect of any loss, liability or expense arising out of the reproduction, broadcast, use, transmission, communication or making available of any material (including data and information of any sort) by anyone using the Products or Services. (c) You acknowledge that the Blue Net’s Services are provided without warranty that they are continuous or fault-free. To the extent permitted by law, we are not be liable for any default loss or disappointment you or any user may suffer as a result of any counterparty, bank, custodian, sub-custodian faults or other entity (apart from an affiliated company of ours) which holds money, investments or other documents of title on your behalf or with or through whom Transactions on your behalf are conductedinterruptions in the Service. 17.2 (d) We will are not be liable for loss suffered by any losses you may incur in connection with the Services unless such loss directly arises from our gross negligence, wilful default or fraud. 17.3 Save to the extent we may otherwise expressly agree, you undertake to keep us, our agents and employees fully and effectually indemnified against all costs, charges, claims, liabilities, fees and expenses whatsoever incurred by us and them pursuant to or in connection with the provision use of the Services unless the same arise Products or Services, where those losses are not directly from our or their gross negligence, wilful default or fraud. 17.4 Neither we nor any of our officers shall be liable for any loss arising from any caused by an act or omission of Blue Net. (e) We are not liable in tort (including negligence), contract or otherwise for any agent damages, including loss of profits, business or third party anticipated savings or any indirect or consequential damages. (apart from an affiliated company f) Where any laws imply certain conditions and warranties into this Agreement that Blue Net cannot exclude, and any goods or services supplied under this Agreement are not of oursa kind ordinarily acquired for personal, domestic or household use or consumption, our liability to you is limited to (at our election) who performs Services pursuant to:‌ (i) in the case of goods: A. replacing those goods or supplying similar goods, or paying for the cost of having them replaced; or B. repairing those goods or paying for the cost of having them repaired; and (ii) in the case of services: A. supplying those services again, or paying for the cost of having them supplied again. (g) Other than in respect of the remedies for conditions and warranties set out in paragraph f above, Blue Net accepts liability to these Terms except you in relation to: (i) all breaches of this Agreement by us in a 12 month period, up to a maximum aggregate amount each year equivalent to the extent that such loss is total Charges paid or payable by you in the 12 month period in which the cause of action arises; or (ii) damage to your property caused by wilful default, fraud or gross negligence in the selection of such agents or third parties on the part of us or our officersnegligence. 17.5 In no event shall we or any of our officers be liable for any indirect, consequential or special loss, howsoever arising. 17.6 Whilst we will endeavour to comply with our obligations in a timely manner, we will incur no liability whatsoever for any partial or non- performance of our obligations by reason of any cause beyond our reasonable control including but not limited to any communications, systems or computer failure, market default, suspension, failure or closure, or the imposition or change (including a change of interpretation) of any law or governmental or regulatory requirement and we shall not be held liable for any loss you may incur as a result thereof. 17.7 Nothing under Liability and Indemnity above seeks to exclude or restrict; or rely on any exclusion or restriction of; any duty or liability we may have to you under the regulatory system.

Liability and Indemnity. 17.1 We shall not be liable for any default of any counterparty, bank, custodian, sub-custodian or other entity (apart from an affiliated company of ours) which holds money, investments or other documents of title on your behalf or with or through whom Transactions on your behalf are conducted. 17.2 We will not be liable for loss suffered by you in connection with the Services unless such loss directly arises from our gross negligence, wilful default or fraud. 17.3 Save to the extent we may otherwise expressly agree, you undertake to keep us, our agents and employees fully and effectually indemnified against all costs, charges, claims, liabilities, fees and expenses whatsoever incurred by us and them pursuant to or in connection with the provision of the Services unless the same arise directly from our or their gross negligence, wilful default or fraud. 17.4 Neither we nor any of our officers shall be liable for any loss arising from any act or omission of any agent or third party (apart from an affiliated company of ours) who performs Services pursuant to these Terms except to the extent that such loss is caused by wilful default, fraud or gross negligence in the selection of such agents or third parties on the part of us or our officers. 17.5 In no event shall we You or any of our officers be liable other party in contract, tort, warranty, strict liability, or any other legal theory for any indirect, consequential consequential, incidental, punitive or special lossexemplary damages, howsoever arising. 17.6 Whilst we will endeavour to comply with our obligations in a timely manner, we will incur no liability whatsoever or for any partial claim for loss of profits, and You agree that We may plead these T&Cs as a bar to any such claims whether they arise at law, in equity, under any statute, regulation, or non- performance of our obligations other legislative instrument, or under any contract, deed, or any other instrument made or approved under any law. You release and indemnify and agree to keep Us indemnified from any and all costs (including all legal fees and costs) and any other legal or other expenses incurred by reason of it in investigating or defending any cause beyond our reasonable control action or threatened actions (on an indemnity basis), damages, liabilities, penalties, fines, expenses or losses including indirect, incidental, consequential, punitive or exemplary loss or damage (including but not limited to loss of profit), whether resulting from breach of contract, tort, warranty, strict liability, statute or any communicationsother legal theory or otherwise that We may incur in relation to You or any third party, systems including where the cost, damage, liability, penalty, fine, expense or computer failureloss is caused by or contributed to by Us in any way or for any reason whatsoever. You will pay on an indemnity basis all expenses, market defaultcosts and disbursements, suspensionincluding debt collection agency fees, failure commission and any fees paid to Our solicitors (on an indemnity basis) incurred by Us or closureOur appointed agents in recovering payment of any outstanding monies, enforcing Our rights under the Agreement, or in investigating or defending any action or threatened actions. DOSE Movement Pty Ltd enters into the imposition or change Agreement as trustee for the Xxxxxxxx Xxxxxx Trust (including a change of interpretation“the Trust”) of any law or governmental or regulatory requirement and we shall in no other capacity. DOSE will not be held liable for liable, and You may not enforce any loss you may incur as a result thereof. 17.7 Nothing under Liability and Indemnity above seeks to exclude or restrict; or rely on any exclusion or restriction of; any duty or liability we may have to you rights against DOSE, under the regulatory systemAgreement except to the extent DOSE is entitled to be indemnified out of the assets of the Trust. If You do not recover all money owing to You by DOSE by enforcing the rights referred to in clause 13.4, You may not seek to recover the shortfall by bringing proceedings against DOSE Movement Pty Ltd in its personal capacity.

Liability and Indemnity. 17.1 We 9.1. Neither the Company nor any of its staff shall be liable to the Client for any loss, injury, damage, expense or delay incurred or suffered by the Client arising directly or indirectly from or in any way connected with the Introduction or supply of an Interim to the Client or with any failure by the Company to introduce or supply an Interim for all or part of the period of the Assignment or from the negligence, dishonesty, misconduct or lack of skill of the Interim. 9.2. For the avoidance of doubt, neither the Interim nor the Company exclude liability for death or personal injury arising from their own negligence; data breach; fraud or fraudulent misrepresentation; or other liability which cannot be liable for any default of any counterparty, bank, custodian, sub-custodian limited or other entity (apart from an affiliated company of ours) which holds money, investments or other documents of title on your behalf or with or through whom Transactions on your behalf are conductedexcluded by applicable law. 17.2 We 9.3. Interims supplied by the Company are engaged under contracts for services. Interims are not the employees of the Company but are deemed to be under the supervision, direction and control of the Client from the time they report to take up duties and for the duration of the Assignment. The Client will not be liable comply in all respects with all statutes where applicable, including, for loss suffered by you the avoidance of doubt, the Working Time Regulations, Health and Safety at Work Act etc, by-laws, codes of practice and legal requirements to which the Client is ordinarily subject in connection with respect of the Services unless such loss directly arises from our gross negligence, wilful default or fraud. 17.3 Save to the extent we may otherwise expressly agree, you undertake to keep us, our agents and employees fully and effectually indemnified against all costs, charges, claims, liabilities, fees and expenses whatsoever incurred by us and them pursuant to or Client's own staff including in connection with particular the provision of adequate Employer's and Public Liability Insurance cover, where applicable, for the Services unless the same arise directly from our or their gross negligence, wilful default or fraudInterim during all Assignments. 17.4 Neither we nor 9.4. Failure of the Interim to meet the requirements of the Client for all or any of our officers shall be liable the purposes for any loss arising from which it is required by the Client; any act or omission of an Interim, whether wilful, negligent, fraudulent, dishonest, reckless or otherwise; and any agent loss, injury, damage, expense or third party (apart from delay incurred or suffered by an affiliated company Interim; provided that nothing in this clause 9 shall exclude or restrict the liability of ours) who performs Services pursuant to these Terms except the Company to the extent that such loss is caused by wilful default, fraud Client for death or gross personal injury resulting from negligence or for fraudulent misrepresentation or in the selection of such agents or third parties on the part of us or our officersany other circumstances where liability may not be so limited under any applicable law. 17.5 In no event 9.5. The Client’s total liability whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Agreement shall we or any be limited to one hundred per cent (100%) of our officers be liable the total charges for any indirect, consequential or special loss, howsoever arisingthe prior 12 months paid and payable by the Client under the relevant Statement of Work. 17.6 Whilst we will endeavour to comply 9.6. Neither party shall have any liability arising under or in connection with our obligations this Agreement (whether arising in a timely mannercontract, we will incur no liability whatsoever for any partial tort, negligence, misrepresentation or non- performance otherwise) for: 9.6.1. indirect or consequential losses; 9.6.2. loss of our obligations by reason goodwill or reputation; or 9.6.3. loss of any cause beyond our reasonable control including but not limited to any communicationsprofit, systems revenue or computer failure, market default, suspension, failure or closure, or the imposition or change (including a change of interpretation) of any law or governmental or regulatory requirement and we shall not be held liable for any loss you may incur as a result thereofbusiness. 17.7 Nothing under Liability and Indemnity above seeks to exclude or restrict; or rely on any exclusion or restriction of; any duty or liability we may have to you under the regulatory system.

Liability and Indemnity. 17.1 We 13.1 You shall not be liable for any error of judgement or any act or omission or for any mistake of fact or law except by reason of your gross negligence or wilful misconduct. You shall not be answerable for the default or misconduct of any counterpartyagent or counsel provided that any such party selected by You was chosen with reasonable care. 13.2 We indemnify and hold You, bankyour successors and permitted assigns, custodianas well as your and their respective directors, sub-custodian officers, employees and agents, harmless from and against any and all claims, demands, assessments, interest, penalties, actions, suits, proceedings, liabilities, losses, damages, costs and expenses, including, without limiting the foregoing, expert, consultant and counsel fees and disbursements on a solicitor and client basis, arising from or in connection with any actions or omissions that You or they take pursuant to this agreement or the Offer, provided that any such action or omission is taken in good faith and without gross negligence or is taken on advice and instructions given to You or them by us, our representatives, including Pxxxxx XxXxxx LLP, or counsel consulted by You or them. 13.3 Notwithstanding any other provision of this agreement, and whether such losses or damages are foreseeable or unforeseeable, You shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other entity rule of any securities regulatory authority, (apart from an affiliated company b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages. 13.4 Notwithstanding any other provision of oursthis agreement, your liability shall be limited, in the aggregate, to the amount of fees paid by the Company to You under this agreement in the twelve (12) which holds moneymonths immediately prior to You receiving the first notice of claim. 13.5 In the event of any claim, investments action or proceeding brought or commenced against You, You shall notify us promptly after You have received written assertion of such claim or shall have been served with a summons or other documents legal process, giving information as to the nature and basis of title the claim, action or proceeding. We shall undertake the investigation and defense of any such claim, action or proceeding and You shall have the right to retain other counsel, at =your own expense, to act on your behalf behalf, provided that, if You reasonably determine that a conflict of interest or with or through whom Transactions on other circumstances wherein your behalf are conductedbest interests would not be adequately represented exist that make representation by counsel chosen by us not advisable, the fees and disbursements of such other counsel shall be paid by us. 17.2 We will 13.6 Notwithstanding any other provision in this agreement, the provisions of this Section 13 shall survive the removal of or resignation by You in connection with any and all of your duties and obligations under this agreement. 13.7 You shall retain the right not to act and shall not be liable for loss suffered by you refusing to act under this agreement if, due to a lack of information or for any other reason whatsoever, You, in connection your sole judgment, determine that such act might cause You to be in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline. Further, should You, in your sole judgment, determine at any time that your acting under this agreement has resulted in your being in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline, then You shall have the Services unless such loss directly arises from our gross negligence, wilful default or fraud. 17.3 Save right to resign on 10 days written notice to the extent we may otherwise expressly agreeCompany, you undertake to keep us, our agents and employees fully and effectually indemnified against all costs, charges, claims, liabilities, fees and expenses whatsoever incurred by us and them pursuant to or in connection with provided (i) that your written notice shall describe the provision of the Services unless the same arise directly from our or their gross negligence, wilful default or fraud. 17.4 Neither we nor any of our officers shall be liable for any loss arising from any act or omission of any agent or third party (apart from an affiliated company of ours) who performs Services pursuant to these Terms except to the extent that such loss is caused by wilful default, fraud or gross negligence in the selection circumstances of such agents or third parties on the part of us or our officers. 17.5 In no event shall we or any of our officers be liable for any indirectnon-compliance; and (ii) that if such circumstances are rectified to your satisfaction within such 10 day period, consequential or special loss, howsoever arising. 17.6 Whilst we will endeavour to comply with our obligations in a timely manner, we will incur no liability whatsoever for any partial or non- performance of our obligations by reason of any cause beyond our reasonable control including but not limited to any communications, systems or computer failure, market default, suspension, failure or closure, or the imposition or change (including a change of interpretation) of any law or governmental or regulatory requirement and we then such resignation shall not be held liable for any loss you may incur as a result thereofeffective. 17.7 Nothing under Liability and Indemnity above seeks to exclude or restrict; or rely on any exclusion or restriction of; any duty or liability we may have to you under the regulatory system.

Liability and Indemnity. 17.1 9.1 Nothing in this Agreement excludes or limits our liability for death or personal injury caused to you by our negligence, or for any liability that cannot be excluded or limited by law. 9.2 You accept and agree that you will have no claim against us or any underlying network access provider if you are unable to access the Service and the exclusions and limitations of liability in this clause 9 shall apply to all claims arising from your use of the Service including claims against our network access providers. 9.3 We shall not be liable you or any third party in contract, tort, including any liability for negligence or breach of statutory duty, or otherwise, for any default loss of revenue, business, anticipated savings, profits, (whether or not in each case they are considered to be direct or indirect losses) corruption, loss or destruction of data, or for any counterpartyindirect or consequential loss howsoever arising, bank, custodian, sub-custodian or other entity (apart from an affiliated company of ours) which holds money, investments or other documents of title on your behalf or with or through whom Transactions on your behalf are conducted. 17.2 We will not be liable for loss suffered by you in connection with the Services unless such loss directly arises from our gross negligence, wilful default or fraud. 17.3 Save to the extent we may otherwise expressly agree, you undertake to keep us, our agents and employees fully and effectually indemnified against all costs, charges, claims, liabilities, fees and expenses whatsoever incurred by us and them pursuant to or in connection with the provision any computer virus or system failure even if we are expressly advised of the Services unless the same arise directly from our possibility of such damage or their gross negligence, wilful default or fraudloss. 17.4 Neither we nor any 9.4 Except in the case of clause 9.1, our officers shall be liable liability (if any) to you for any loss or damage in contract, tort, including negligence or breach of statutory duty, or otherwise, howsoever arising from any act out of or omission in connection with this Agreement shall be limited to £5,000 per incident or series of connected incidents. 9.5 In the event of any agent or third party (apart from an affiliated company of ours) who performs Services pursuant to these Terms except to the extent that such loss is caused by wilful default, fraud or gross negligence failure in the selection of such agents Service, Equipment or third parties on the part of us or our officers. 17.5 In no event shall we or any of our officers be liable for any indirectSoftware, consequential or special loss, howsoever arising. 17.6 Whilst we will endeavour to comply with our obligations in a timely manner, we will incur no liability whatsoever for any partial or non- performance of our obligations by reason of any cause beyond our reasonable control including but not limited to any communications, systems or computer failure, market default, suspension, failure or closure, or the imposition or change (including a change of interpretation) of any law or governmental or regulatory requirement and we shall not be held liable to you for any loss charges incurred by you may incur as a result thereofshould you divert your traffic or your traffic be diverted to another provider. 17.7 Nothing under Liability 9.6 You will indemnify Kit from and Indemnity above seeks against any and all loss, damage, costs, expenses, (including reasonable legal fees), claims, demands and actions arising from or related to exclude any breach of this Agreement or restrict; any misuse of the Service, Equipment or rely on Software (whether or not supplied by Kit) arising from or related to any exclusion act, error, omission, fault, negligence or restriction of; misconduct by you or any duty or liability we may have to you under user of the regulatory systemService.

Liability and Indemnity. 17.1 We 5.1 JWM shall use reasonable endeavours to ensure the Candidate has the required standard of skill, experience and necessary qualifications as stated in the Vacancy; nevertheless, JWM is not liable for any loss, expense, damage or delay arising from and in connection with any failure on the part of JWM or of the Candidate to evidence such to the Client nor for any negligence whether wilful or otherwise, dishonesty, fraud, acts or omissions, misconduct or lack of skill, experience or qualifications of the Candidate. 5.2 Subject to clause 5.3, JWM is not liable for any indirect or consequential losses or damage including but not limited to; loss of profits, revenue, goodwill, anticipated savings or for claims by third parties arising out of JWM's performance or failure to perform any of its obligations in this agreement. 5.3 Nothing in this agreement will be deemed to exclude or limit any liability of JWM to the Client for personal injury or death caused by JWM’s negligence. 5.4 JWM shall not be liable for any default of any counterparty, bank, custodian, sub-custodian or other entity (apart from an affiliated company of ours) which holds money, investments or other documents of title on your behalf or with or through whom Transactions on your behalf are conducted. 17.2 We will not be liable for loss suffered by you in connection with the Services unless failure to perform its obligations under this agreement if such loss directly arises from our gross negligence, wilful default or fraud. 17.3 Save to the extent we may otherwise expressly agree, you undertake to keep us, our agents and employees fully and effectually indemnified against all costs, charges, claims, liabilities, fees and expenses whatsoever incurred by us and them pursuant to or in connection with the provision of the Services unless the same arise directly from our or their gross negligence, wilful default or fraud. 17.4 Neither we nor any of our officers shall be liable for any loss arising from any act or omission of any agent or third party (apart from an affiliated company of ours) who performs Services pursuant to these Terms except to the extent that such loss is caused by wilful default, fraud or gross negligence in the selection of such agents or third parties on the part of us or our officers. 17.5 In no event shall we or any of our officers be liable for any indirect, consequential or special loss, howsoever arising. 17.6 Whilst we will endeavour to comply with our obligations in a timely manner, we will incur no liability whatsoever for any partial or non- performance of our obligations failure results by reason of any cause beyond our its reasonable control including but not limited to control. 5.5 The Client will indemnify and keep indemnified JWM against any communications, systems or computer failure, market default, suspension, failure or closure, or the imposition or change costs (including a change legal costs), claims or liabilities incurred directly or indirectly by JWM arising out of interpretationor in connection with this agreement including (without limitation) of any law or governmental or regulatory requirement and we shall not be held liable for any loss you may incur as a result thereofof: (a) any breach of this agreement by the Client; (b) any breach by the Client or any Group Company, or any of their respective officers, employees, consultants or agents, of any applicable laws (including, without limitation, any laws prohibiting or restricting discrimination or other inequality of opportunity, immigration legislation, the Conduct Regulations and the Data Protection Legislation); or (c) any unauthorised disclosure of a Candidate’s details by the Client or any Group Company, or any of their respective officers, employees, consultants or agents. 17.7 Nothing under Liability and Indemnity above seeks 5.6 Subject to exclude clause 5.3, the total aggregate liability of JWM arising out of or restrict; or rely on any exclusion or restriction of; any duty or liability we may have in connection with this agreement is limited to you under the regulatory system£10,000.

Liability and Indemnity. 17.1 We shall not be liable for any default 11.1 the seller will maintain appropriate professional indemnity cover. the seller will indemnify the Client in respect of any counterpartyactions, bankcosts, custodianclaims, sub-custodian or other entity (apart proceedings from an affiliated company any defended Court action, such court action having been brought in the name of ours) the Client by the seller, which holds moneyarises because of negligent conduct of the seller, investments its employees, or other documents its Agents in the effectuation of title on your behalf or with or through whom Transactions on your behalf are conductedtheir obligation under this agreement. 17.2 We will not 11.2 Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be liable for loss suffered limited as set out in this section. 11.3 The total amount of our liability is limited to the total amount of Fees payable by you under the Contract. 11.4 We are not liable (whether caused by our employees, agents or otherwise) in connection with the Services unless such loss directly arises from our gross negligence, wilful default or fraud. 17.3 Save to the extent we may otherwise expressly agree, you undertake to keep us, our agents and employees fully and effectually indemnified against all costs, charges, claims, liabilities, fees and expenses whatsoever incurred by us and them pursuant to or in connection with the provision of the Services unless or the same arise directly from our or their gross negligence, wilful default or fraud. 17.4 Neither we nor performance of any of our officers shall be liable for other obligations under these Terms and Conditions or the quotation for: a. any indirect, special or consequential loss, damage, costs, or expenses or; b. any loss arising from of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third-party claims; or c. any act or omission of any agent or third party (apart from an affiliated company of ours) who performs Services pursuant failure to these Terms except to the extent that such loss is caused by wilful default, fraud or gross negligence in the selection of such agents or third parties on the part of us or our officers. 17.5 In no event shall we or perform any of our officers be liable for any indirect, consequential obligations if such delay or special loss, howsoever arising. 17.6 Whilst we will endeavour failure is due to comply with our obligations in a timely manner, we will incur no liability whatsoever for any partial or non- performance of our obligations by reason of any cause beyond our reasonable control including but not limited control; or d. any losses caused directly or indirectly by any failure or your breach in relation to your obligations; or e. any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any goods supplied in connection with the Services. 11.5 You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any communications, systems equipment (including that belonging to third parties) caused by you or computer failure, market default, suspension, failure your agents or closureemployees. 11.6 Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or the imposition or change (including a change of interpretation) of any law or governmental or regulatory requirement and we shall not be held liable for any loss you may incur as a result thereof. 17.7 Nothing under Liability and Indemnity above seeks fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or restrict; or rely on any exclusion or restriction of; any duty or liability we may have to you under the regulatory systemlimit liability.

Liability and Indemnity. 17.1 We shall 10.1 Proppy and their directors, shareholders, employees, agents, contractors and associated Persons are not be liable for in any default way for: (a) the failure of any counterparty, bank, custodian, sub-custodian Transaction; (b) any failure to provide the Website; (c) any misrepresentation given to you by any Client or other entity person; (apart from an affiliated company d) the suitability or otherwise of oursany Land for your specific needs and you acknowledge that you rely upon your own skill and judgment; (b) which holds moneythe contents of any LIM, investments valuation, building report or other documents of title expert or technical report published on your behalf or with or through whom Transactions on your behalf are conductedthe Website. 17.2 We will not be liable for loss suffered by you in connection with the Services unless such loss directly arises from our gross negligence, wilful default or fraud. 17.3 Save to the extent we may otherwise expressly agree, you undertake to keep us, our agents and employees fully and effectually indemnified against all costs, charges, claims, liabilities, fees and expenses whatsoever incurred by us and them pursuant to or in connection with the provision of the Services unless the same arise directly from our or their gross negligence, wilful default or fraud. 17.4 Neither we nor any of our officers shall be liable for any loss arising from any act or omission of any agent or third party (apart from an affiliated company of ours) who performs Services pursuant to these Terms except to the extent that such loss is caused by wilful default, fraud or gross negligence in the selection of such agents or third parties on the part of us or our officers. 17.5 In no event shall we or any of our officers be liable for any indirect, consequential or special loss, howsoever arising. 17.6 Whilst we will endeavour to comply with our obligations in a timely manner, we will incur no liability whatsoever for any partial or non- performance of our obligations by reason of any cause beyond our reasonable control including but not limited to any communications, systems or computer failure, market default, suspension, failure or closure, or the imposition or change (including a change of interpretation) of any law or governmental or regulatory requirement and we shall not be held liable for any loss you may incur as a result thereof. 17.7 Nothing under Liability and Indemnity above seeks to exclude or restrict; or rely on any exclusion or restriction of; any duty or 10.2 All liability we may have to you you, except liability arising under the regulatory systemConsumer Guarantees Act 1993 that cannot be contracted out of, is excluded. We are not liable to you and do not have to pay you for anything else caused by or resulting from any action or inaction by us. This exclusion applies whatsoever you are claiming (including loss of profits, savings, revenue or business) and however liability might arise but for this clause (including for breach of contract or in tort, including negligence). 10.3 If we are ever liable to you and, for any reason whatsoever, the maximum combined amount we will have to pay you and anyone else who uses our Website (together) is a total of $10,000. 10.4 You hereby indemnify us against all liabilities, losses and costs, including legal costs, incurred by us arising out of or in connection with any action or inaction we take in relation to you which is in accordance with this Agreement. 10.5 You hereby indemnify us against all liabilities, losses and costs, including legal costs, incurred by us arising out of or in connection with any false or inaccurate information provided by you or any material omissions in the information provided by you. 10.6 You hereby indemnify us against any liability we incur to any Client or third party arising out of or in connection with a Transaction, any Contractual Documentation, any Real Estate Agency Work, your performance or breach of this Agreement or your use of the Website including in relation to information posted on the Website or provided to any person. 10.7 In this clause “we” and “us” includes our licensees, subsidiaries, associated persons, directors, officers, employees, agents and contractors. 10.8 In this clause “you” includes your subsidiaries, associated persons, directors, officers, employees, agents and contractors. 10.9 If you use our Website in trade, all parties agree that: (a) the provisions of the Consumer Guarantees Act 1993; and (b) sections 9, 12A, and 13 of the Fair Trading Act 1986; will not apply to this Agreement.

Liability and Indemnity. 17.1 We Neither we nor our directors, officers, employees, consultants or agents shall not be liable for any default losses, damages, costs or expenses, whether arising out of any counterpartynegligence, bankbreach of contract, custodianmisrepresentation or otherwise, sub-custodian incurred or other entity (apart from an affiliated company of ours) which holds money, investments or other documents of title on your behalf or with or through whom Transactions on your behalf are conducted. 17.2 We will not be liable for loss suffered by you in connection with the Services under this Agreement (including any Transaction or where we have declined to enter into a proposed Transaction) unless such loss directly arises from a reasonably foreseeable consequence and arises directly from our or their respective gross negligence, wilful default or fraud. 17.3 Save to the extent 17.2 In no circumstance, shall we may otherwise expressly agreehave liability for losses suffered by you or any third party for any special or consequential damage, you undertake to keep usloss of profits, our agents and employees fully and effectually indemnified against all costs, charges, claims, liabilities, fees and expenses whatsoever incurred by us and them pursuant to loss of goodwill or loss of business opportunity arising under or in connection with the provision this Agreement, whether arising out of the Services unless the same arise directly negligence, breach of contract, misrepresentation or otherwise. 17.3 Nothing in this Agreement will limit our liability for death or personal injury resulting from our or their gross negligence, wilful default or fraud. 17.4 Neither we nor any of our officers We shall not be liable for any loss arising from any act or omission damages, losses, costs and expenses that you may suffer as a result of a default of any agent counterparty or any default, negligence or fraudulent conduct of any third party, including but not limited to, any third party (apart from an affiliated company of ours) to whom we disclose or who performs Services pursuant ultimately receives confidential information in relation to these Terms except to the extent that such loss your account and which is caused by wilful default, fraud disclosed or gross negligence in the selection of such agents received upon your request or third parties on the part of us or our officersconsent. 17.5 In no event We shall we or any of our officers not be liable for any indirect, consequential or special loss, howsoever arising. 17.6 Whilst we will endeavour to comply with our obligations in a timely manner, we will incur no liability whatsoever you for any partial or non- performance of our obligations under this Agreement by reason of any cause beyond our reasonable control control, including but not limited to without limitation any communicationsbreakdown, systems delay, disturbance, malfunction or failure of any transmission, communication or computer failurefacility, market defaultserver, suspensionmodem, failure switch, processor, software program, application, hardware, FPGA or closurepower supply together with any industrial action, act of terrorism, acts and regulations of any governmental or supra national bodies or authorities or the imposition or change (including a change of interpretation) of failure by any law or governmental intermediate broker, agent, principal, custodian, sub-custodian, dealer, market, clearing house or regulatory requirement and we shall not be held liable or self-regulatory organisation, for any loss you may incur as a result thereof. 17.7 reason, to perform its obligations. Nothing under Liability and Indemnity above seeks to in this Agreement will exclude or restrict; or rely on any exclusion or restriction of; restrict any duty or liability we may have to you under the regulatory systemregime (as defined in the FCA Rules), which may not be excluded or restricted under this Agreement. 17.6 You shall fully indemnify and hold us harmless against any losses, liabilities, costs, expenses (including legal fees) or taxes which we may incur or be subjected to in relation to any of your accounts or any Transaction or the hedging of any Transaction, or as a result of any misrepresentation by you or any breach by you of your obligations under this Agreement (including any Transaction) or arising as a result of our enforcing our rights under this Agreement.

Liability and Indemnity. 17.1 We You agree that we shall not be liable have no liability to you or any other person with respect to any loss of service, data, business, indirect, incidental, consequential, special, exemplary or punitive damages, including loss of profit/goodwill for any default matter whether such liability is asserted on the basis of contract, tort, breach of warranties either expressed or implied. agents, our clients, our offices and employees, that may arise or result from any counterpartyservice provided, bankperformed or agreed to be performed or any product sold by a customer, custodiantheir agents and employees. You agree to defend, sub-custodian indemnify, and hold us harmless against liabilities arising out of: ● Any injury to person or other entity (apart from an affiliated company of ours) which holds money, investments property caused by any products sold or other documents of title on your behalf or with or through whom Transactions on your behalf are conducted. 17.2 We will not be liable for loss suffered by you otherwise distributed in connection with Kala Digital ● Any material supplied by the Services unless such loss directly arises customer infringing or allegedly infringing on the proprietary rights, legal and/or civil rights of a third party ● Any breach of any representation or warranty provided herein ● Any negligence or wilful misconduct by you ● Any allegation that your account infringes a third person's copyright, trademark, or intellectual property right, or misappropriates a third person's trade secrets ● Any defective products sold to customers from our gross negligenceserver By accessing any service hosted on our network you understand, wilful default agree and are bound to this indemnification and any other indemnification mentioned in our service agreement and agreements referenced to herein. Should we be notified of pending legal action or fraud. 17.3 Save intention to the extent seek legal advice, we may otherwise expressly agree, seek written confirmation from you undertake concerning your obligation to keep us, our agents and employees fully and effectually indemnified against all costs, charges, claims, liabilities, fees and expenses whatsoever incurred by us and them pursuant indemnify Kala Marketing Pty Ltd. Failure to or in connection with the provision provide such confirmation may be considered a breach of the Services unless the same arise directly from our or their gross negligence, wilful default or fraud. 17.4 Neither we nor any of our officers shall be liable for any loss arising from any act or omission of any agent or third party (apart from an affiliated company of ours) who performs Services pursuant to these Terms except to the extent that such loss is caused by wilful default, fraud or gross negligence in the selection of such agents or third parties on the part of us or our officers. 17.5 In no event shall we or any of our officers be liable for any indirect, consequential or special loss, howsoever arising. 17.6 Whilst we will endeavour to comply with our obligations in a timely manner, we will incur no liability whatsoever for any partial or non- performance of our obligations by reason of any cause beyond our reasonable control including but not limited to any communications, systems or computer failure, market default, suspension, failure or closure, or the imposition or change (including a change of interpretation) of any law or governmental or regulatory requirement and we shall this agreement. We cannot be held liable responsible for any damages your business/operation may suffer. We provide no warranties, expressed or implied, for service we provide. Nor do we guarantee your website or applications will be error free on our servers. We are not responsible for loss you may incur as a result thereofof data resulting from delays, software incompatibility, hardware or software issues, outages, failed deliveries and any service interruption caused by Kala Digital,our employees or our suppliers. Should any part of this policy be made invalid by relevant legislation, the remainder of the policy shall remain in force. 17.7 Nothing under Liability and Indemnity above seeks to exclude or restrict; or rely on any exclusion or restriction of; any duty or liability we may have to you under the regulatory system.

Liability and Indemnity. 17.1 We shall not 18.1 You acknowledge and agree that any action which we may take or omit to take in connection with the Accounts, the Services or any Instructions will be solely for your account and risk. Neither Huarong, its Affiliates or their respective directors, officers, employees and permitted delegates will be liable for any default Loss which you may incur or suffer under this Client Agreement, except to the extent that such Loss is the direct result of any counterpartyact or omission taken or omitted by us under this Client Agreement which constitutes gross negligence, bank, custodian, sub-custodian wilful default or other entity (apart from an affiliated company of ours) which holds money, investments or other documents of title on your behalf or with or through whom Transactions on your behalf are conductedfraud. 17.2 18.2 We will not be liable in any circumstances for loss any Loss that constitutes indirect, special or consequential Loss, or Loss of profits, opportunity, goodwill or reputation in connection with or arising out of this Client Agreement, including but not limited to any loss, expenses or damages suffered by you as a result of: (a) any inability, failure or delay on the part of us to comply with or carry out any such instruction or any ambiguity or defect in any such Instruction; (b) we in good faith acting or relying on any Instruction given by you, whether or not such instruction was given following any recommendation, advice or opinion given by us or any Affiliate or by any of our directors, officers, employees or agents; (c) we failing to perform our obligations hereunder by reason of any cause beyond our control, including any governmental or regulatory restriction, closure of or ruling by any Exchange (or any division thereof), suspension of trading, breakdown or failure of transmission or communication or computer facilities, postal or other strikes or similar industrial action, or the failure of any Exchange, Clearing House, Agent or other person to perform its obligations; (d) any Exchange, Clearing House, Agent or other person ceasing for any reason to recognize the existence or validity of Transactions entered into by us on your behalf, or failing to perform or close out any such contract provided that such cessation or failure shall not affect your obligations hereunder in respect of any such contracts or other obligations or liabilities of you arising therefrom; or (e) the mis-understanding or mis-interpretation of any Instruction given or placed verbally or electronically, or delays or errors in transmission owing to electronic traffic congestion or any other causes, or any mechanical failure, malfunction, suspension or termination of the continued operation or availability and mechanical failure or inadequacy of our telephone or telecommunication system or installation in connection with the receipt and processing of Instructions transmitted by telecommunication devices and all other related equipment, facilities and services. 18.3 You agree to hold harmless, fully indemnify and keep indemnified, Huarong, its Affiliates and their respective directors, officers, employees and permitted delegates against any and all Losses which may be paid, suffered or incurred by any of them in connection with the Accounts, the Services unless or any Instructions, or otherwise arising out of any action or omission by Huarong in accordance with the terms of this Client Agreement, or arising out of any breach by the Client of any of its obligations under this Client Agreement, including any costs reasonably incurred by t Huarong or its Affiliates in collecting any debts due to Huarong or any unpaid deficiency in the Account, in enforcing the rights of the Company hereunder or in connection with the closure of the Account, and any penalty charged as a result of any Transaction to the Huarong by any Exchange and/or Clearing House, including any Losses arising from market misconduct referred to in Clause 6.10, except to the extent that such loss Losses result directly arises from our gross negligence, wilful default or fraud. 17.3 Save to the extent we may otherwise expressly agree, you undertake to keep us, our agents and employees fully and effectually indemnified against all costs, charges, claims, liabilities, fees and expenses whatsoever incurred by us and them pursuant to or in connection with the provision of the Services unless the same arise directly from our or their gross negligence, wilful default or fraud. 17.4 Neither we nor any of our officers shall be liable for any loss arising from any act or omission of any agent or third party (apart from an affiliated company of ours) who performs Services pursuant to these Terms except to the extent that such loss is caused by wilful default, fraud or gross negligence in the selection of such agents or third parties on the part of us or our officers. 17.5 In no event shall we or any of our officers be liable for any indirect, consequential or special loss, howsoever arising. 17.6 Whilst we will endeavour to comply with our obligations in a timely manner, we will incur no liability whatsoever for any partial or non- performance of our obligations by reason of any cause beyond our reasonable control including but not limited to any communications, systems or computer failure, market default, suspension, failure or closure, or the imposition or change (including a change of interpretation) of any law or governmental or regulatory requirement and we shall not be held liable for any loss you may incur as a result thereof. 17.7 Nothing under Liability and Indemnity above seeks to exclude or restrict; or rely on any exclusion or restriction of; any duty or liability we may have to you under the regulatory system.

Liability and Indemnity. 17.1 We shall 16.1. Zagga and their directors, shareholders, employees, agents, contractors and Associated Persons are not be liable for in any default way for: (a) the failure of any counterpartyBorrower payments; (b) any failure to provide the Website or otherwise to comply with this Agreement, bank, custodian, subif the failure or non-custodian or other entity (apart from an affiliated company of ours) which holds money, investments or other documents of title on your behalf or with or through whom Transactions on your behalf are conducted. 17.2 We will not be liable for loss suffered by you in connection with the Services unless such loss directly arises from our gross negligence, wilful default or fraud. 17.3 Save to the extent we may otherwise expressly agree, you undertake to keep us, our agents and employees fully and effectually indemnified against all costs, charges, claims, liabilities, fees and expenses whatsoever incurred by us and them pursuant to or in connection with the provision of the Services unless the same arise directly from our or their gross negligence, wilful default or fraud. 17.4 Neither we nor any of our officers shall be liable for any loss arising from any act or omission of any agent or third party (apart from an affiliated company of ours) who performs Services pursuant to these Terms except to the extent that such loss compliance is caused by wilful default, fraud or gross negligence in the selection of such agents or third parties on the part of us or our officers. 17.5 In no event shall we or any of our officers be liable for any indirect, consequential or special loss, howsoever arising. 17.6 Whilst we will endeavour to comply with our obligations in a timely manner, we will incur no liability whatsoever for any partial or non- performance of our obligations by reason of any cause events beyond our reasonable control including but not limited control; or (c) to achieve any communications, systems or computer failure, market default, suspension, failure or closure, or the imposition or change (including a change of interpretation) funding in respect of any law or governmental or regulatory requirement and we shall not be held liable for any loss you may incur as a result thereofLoan Application. 17.7 Nothing under Liability and Indemnity above seeks to exclude or restrict; or rely on any exclusion or restriction of; any duty or 16.2. All liability we may have to you and your Associated Persons, except liability arising under the regulatory systemConsumer Xxxxxxxxxx Xxx 0000 that cannot be contracted out of, is excluded. We are not liable to you and do not have to pay you for anything else caused by or resulting from any action or inaction by us. This exclusion applies whatsoever you are claiming (including loss of profits, savings, revenue or business) and however liability might arise but for this clause (including for breach of contract or in tort, including negligence). 16.3. If we are ever liable to you and, for any reason whatsoever, the maximum combined amount we will have to pay you, your Associated Persons and anyone else who uses our Website (together) is a total of $10,000. 16.4. You hereby indemnify us against all liabilities, losses and costs, including legal costs, incurred by us arising out of or in connection with any action or inaction we take in relation to you, your Associated Persons and your Loan/s and which is in accordance with this Agreement. 16.5. You hereby indemnify us against any liability we incur to any co-Borrower, Investor, co-Investor or third party arising out of or in connection with the Loan, your performance or breach of this Agreement and your use of the Website including in relation to information posted on the Website or to any co-Borrower, Investor, co-Investor or former co-Borrower, Investor or co- Investor where such liability arises out of or in connection with the Loan or the Loan Application. 16.6. ln this clause “we” and “us” includes our subsidiaries, Associated Persons, and our directors, officers, employees and contractors. 16.7. ln this clause “you” includes your subsidiaries, Associated Persons, and your directors, officers, employees and contractors. 16.8. If you are in trade, and you use our Website in trade, all parties agree that: the provisions of the Consumer Guarantees Xxx 0000; and 16.9. sections 9, 12A, and 13 of the Fair Trading Act 1986 will not apply to this Agreement.

Liability and Indemnity. 17.1 We Neither CES Capital (HK) nor any of its officers, employees or agents shall not be liable for have any default liability whatsoever (save in the case of any counterparty, bank, custodian, sub-custodian or other entity (apart from an affiliated company of ours) which holds money, investments or other documents of title on your behalf or with or through whom Transactions on your behalf are conducted. 17.2 We will not be liable for loss suffered by you in connection with the Services unless such loss directly arises from our gross negligence, wilful default or fraud) for any loss, expense or damage suffered by Client as a result of (a) CES Capital (HK) acting or relying on any instruction given by Client; or (b) CES Capital (HK) failing to perform its obligations hereunder by reason of any cause beyond CES Capital (HK)’s control including any breakdown or failure of transmission or communication or computer facilities, postal or other strikes or similar industrial action or the failure of any relevant exchange and/or Clearing House and/or broker and/or any other person, firm or company whatsoever to perform its obligations; or (c) any relevant exchange and/or Clearing House and/or broker ceasing for any reason to recognize the existence of any Futures Contract or Options Contract entered into by CES Capital (HK) on behalf of Client or failing to perform or close out any such contracts provided that such cessation or failure shall not affect Client’s obligations hereunder in respect of any such contracts or other obligations or liabilities of Client arising therefrom. 17.3 Save to 17.2 Without limiting the extent we may otherwise expressly agreegenerality of Clause 17.1 above, you undertake to keep usneither CES Capital (HK) nor any of its officer, our employees or agents and employees fully and effectually indemnified against all costs, charges, claims, liabilities, fees and expenses shall have any liability whatsoever incurred by us and them pursuant to or (save in connection with the provision case of the Services unless the same arise directly from our or their gross negligence, wilful default or fraud) for any loss, expense or damage suffered by Client arising out of or alleged to arise out of or in connection with any delay or alleged delay in acting or any failure to act on any instruction given by Client to CES Capital (HK). 17.3 Client undertakes to fully indemnify and keep indemnified CES Capital (HK), its officers, employees, agents and Affiliates in respect of any costs, demands, damages and expenses whatsoever which may be suffered or incurred by CES Capital (HK), its officers, employees, agents and Affiliates directly or indirectly arising out of or in connection with any Futures Contract or Options Contract entered into by CES Capital (HK) as agent on behalf of Client or otherwise whatsoever or howsoever arising out of any action by CES Capital (HK), its officers, employees, agents and Affiliates in accordance with the terms of this Agreement. Client also agrees to pay promptly to CES Capital (HK) all damages, costs and expenses (including legal expenses on a full indemnity basis) incurred by CES Capital (HK), its officers, employees, agents and Affiliates in the enforcement of any of the provision of this Agreement. 17.4 Neither we nor If any claim is made against CES Capital (HK) or Client in connection with this Agreement, CES Capital (HK) may, without prejudice to Clause 17.1 above, take any such steps at its sole discretion, including the withholding of our officers shall be liable for any loss arising from any act payment or omission delivery to Client of any agent money or third party (apart from an affiliated company of ours) who performs Services pursuant to these Terms except to the extent that such loss is caused by wilful default, fraud or gross negligence in the selection of such agents or third parties on the part of us or our officerscommodities. 17.5 In no event shall we or any of our officers be liable for any indirect, consequential or special loss, howsoever arising. 17.6 Whilst we will endeavour to comply with our obligations in a timely manner, we will incur no liability whatsoever for any partial or non- performance of our obligations by reason of any cause beyond our reasonable control including but not limited to any communications, systems or computer failure, market default, suspension, failure or closure, or the imposition or change (including a change of interpretation) of any law or governmental or regulatory requirement and we shall not be held liable for any loss you may incur as a result thereof. 17.7 Nothing under Liability and Indemnity above seeks to exclude or restrict; or rely on any exclusion or restriction of; any duty or liability we may have to you under the regulatory system.

Liability and Indemnity. 17.1 We 13.1 You shall not be liable for any error of judgement or any act or omission or for any mistake of fact or law except by reason of your gross negligence or wilful misconduct. You shall not be answerable for the default or misconduct of any counterparty, bank, custodian, sub-custodian agent or other entity (apart from an affiliated company of ours) which holds money, investments or other documents of title on your behalf or counsel provided that any such party selected by you was chosen with or through whom Transactions on your behalf are conducted. 17.2 We reasonable care. Under no circumstances whatsoever will not you be liable for special, indirect, incidental or consequential loss suffered or damage of any kind whatsoever (including, without limitation, lost profits) even if you have been advised of the possibility of such loss or damage. Notwithstanding the aforementioned, any liability of you shall be limited, in the aggregate, to the amount of fees paid by the Company to you under this Agreement in the twelve (12) months immediately prior to you receiving the first notice of claim. 13.2 We indemnify and hold you, your successors and permitted assigns, as well as your and their respective directors, officers, employees and agents, harmless from and against any and all claims, demands, assessments, interest, penalties, actions, suits, proceedings, liabilities, losses, damages, costs and expenses, including, without limiting the foregoing, expert, consultant and counsel fees and disbursements on a solicitor and client basis, arising from or in connection with any actions or omissions that you or they take pursuant to this agreement or the Offer, provided that any such action or omission is taken in good faith and without gross negligence or is taken on advice and instructions given to you or them by us, our representatives, including Xxxxxx XxXxxx LLP, or counsel consulted by you or them. 13.3 In the event of any claim, action or proceeding brought or commenced against you, you shall notify us promptly after you have received written assertion of such claim or shall have been served with a summons or other legal process, giving information as to the nature and basis of the claim, action or proceeding. We shall undertake the investigation and defence of any such claim, action or proceeding and you shall have the right to retain other counsel, at your own expense, to act on your behalf, provided that, if you reasonably determine that a conflict of interest or other circumstances wherein your best interests would not be adequately represented exist that make representation by counsel chosen by us not advisable, the fees and disbursements of such other counsel shall be paid by us. 13.4 Notwithstanding any other provision in this agreement, the provisions of this Section 13 shall survive the removal of or resignation by you in connection with the Services unless such loss directly arises from our gross negligence, wilful default or fraudany and all of your duties and obligations under this agreement. 17.3 Save 13.5 You shall retain the right not to the extent we may otherwise expressly agree, you undertake to keep us, our agents act and employees fully and effectually indemnified against all costs, charges, claims, liabilities, fees and expenses whatsoever incurred by us and them pursuant to or in connection with the provision of the Services unless the same arise directly from our or their gross negligence, wilful default or fraud. 17.4 Neither we nor any of our officers shall not be liable for refusing to act under this agreement if, due to a lack of information or for any loss arising from other reason whatsoever, You, in your sole judgment, determine that such act might cause You to be in non-compliance with any act applicable anti-money laundering or omission of anti-terrorist legislation, regulation or guideline. Further, should You, in your sole judgment, determine at any agent time that your acting under this agreement has resulted in your being in non-compliance with any applicable anti-money laundering or third party (apart from an affiliated company of ours) who performs Services pursuant anti-terrorist legislation, regulation or guideline, then You shall have the right to these Terms except resign on 10 days written notice to the extent Company, provided (i) that such loss is caused by wilful default, fraud or gross negligence in your written notice shall describe the selection circumstances of such agents or third parties on the part of us or our officers. 17.5 In no event shall we or any of our officers be liable for any indirectnon-compliance; and (ii) that if such circumstances are rectified to your satisfaction within such 10 day period, consequential or special loss, howsoever arising. 17.6 Whilst we will endeavour to comply with our obligations in a timely manner, we will incur no liability whatsoever for any partial or non- performance of our obligations by reason of any cause beyond our reasonable control including but not limited to any communications, systems or computer failure, market default, suspension, failure or closure, or the imposition or change (including a change of interpretation) of any law or governmental or regulatory requirement and we then such resignation shall not be held liable for any loss you may incur as a result thereofeffective. 17.7 Nothing under Liability and Indemnity above seeks to exclude or restrict; or rely on any exclusion or restriction of; any duty or liability we may have to you under the regulatory system.

Liability and Indemnity. 17.1 10.1 This paragraph 10 shall be in addition to the liability and indemnity provisions set out elsewhere in this Agreement. 10.2 We shall not under any circumstances be liable to you or any third party (including your customers, invitees, affiliates, employees or contractors) for any default indirect, incidental, punitive, special or consequential loss, cost or damage of any counterpartykind including loss of business, bankprofits, custodianrevenue, sub-custodian contracts, goodwill, anticipated savings, production or claims by any other entity (apart from an affiliated company parties whether arising out of ours) which holds money, investments or other documents of title on your behalf or with or through whom Transactions on your behalf are conducted. 17.2 We will not be liable for loss suffered by you in connection with the Services unless such loss directly arises from our gross negligence, wilful default breach of statutory duty, breach or fraud. 17.3 Save to the extent we may otherwise expressly agreenon-performance of this Agreement, you undertake to keep us, our agents and employees fully and effectually indemnified against all costs, charges, claims, liabilities, fees and expenses whatsoever incurred by us and them pursuant to or in connection with the provision of the Services unless the same arise directly from our or their gross negligence, wilful default or fraud. 17.4 Neither we nor any of our officers shall be liable for any loss arising from any act or omission of our employees, agents, or sub-contractors, or otherwise. 10.3 We exclude all statutory and tortious liability incurred by you or any agent or third party (apart including your customers, invitees, affiliates, employees or contractors) and all liability for any losses, damages, costs, expenses incurred by you or any third party (including your customers, invitees, affiliates, employees or contractors) arising from an affiliated company of ours) who performs Services pursuant to these Terms except or in connection with this Agreement. 10.4 To the fullest extent allowed by the law, we do not give any assurances, guarantees, or warranties, either express or implied, in relation to the extent Services. 10.5 You must indemnify and keep us indemnified in full from and against all claims, demands, actions, suits, proceedings, damages, costs, loss and expenses of any nature whatsoever and howsoever that such loss is caused we may suffer or incur arising out of any occurrences in or the use of the Building by wilful defaultyou, fraud your customers, affiliates, agent, contractors or gross negligence invitees or arising out of the breach of the Agreement or the Customer Equipment or any other equipment located in the selection of such agents or third parties on the part of us or our officers. 17.5 In no event shall we FM Space, or any of our officers be liable for any indirectloss or damage to the Building caused directly or indirectly by you, consequential your agent, contractors or special loss, howsoever arisinginvitees. 17.6 Whilst we will endeavour to comply with our obligations in a timely manner, we will incur no liability whatsoever for any partial or non- performance of our obligations by reason of any cause beyond our reasonable control including but not limited to any communications, systems or computer failure, market default, suspension, failure or closure, or the imposition or change (including a change of interpretation) of any law or governmental or regulatory requirement and we shall not be held liable for any loss you may incur as a result thereof. 17.7 Nothing under Liability and Indemnity above seeks to exclude or restrict; or rely on any exclusion or restriction of; any duty or liability we may have to you under the regulatory system.

Liability and Indemnity. 17.1 We 14.1. Nothing in this Agreement shall limit or exclude the liability of either Party for: (a) death or personal injury resulting from negligence; or (b) fraud or fraudulent misrepresentation; or (c) any other liability which cannot be excluded or limited by Applicable Law. 14.2. Neither Party shall be liable to the other for any default special, indirect or consequential loss or damage whatsoever, whether or not that Party was advised in advance of any counterparty, bank, custodian, sub-custodian the possibility of such loss or other entity (apart from an affiliated company of ours) which holds money, investments or other documents of title on your behalf or with or through whom Transactions on your behalf are conducteddamage. 17.2 14.3. Neither We will not (nor any Agent) shall be liable for loss suffered to You, or to any other person in respect of anything done or omitted to be done by you Us (or any Agent) in carrying out duties under this Agreement unless there is fraud, dishonesty or gross negligence on the part of Us (or an Agent). 14.4. Subject to Clauses 14.1, 14.2 and 14.3, Our total liability arising under or in connection with this Agreement, whether arising in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, shall be limited to the Services unless such loss directly arises from our gross negligence, wilful default lower of: (a) three times the Fees received during the 12 (twelve) month period before the event occurred; or fraud(b) £2,000,000 (two million pounds). 17.3 Save to the extent we may otherwise expressly agree14.5. You shall keep Us, you undertake to keep usand each of Our Affiliates, our agents Agents, Officers and employees fully and effectually (collectively known together as “Indemnified Persons”) indemnified against all liabilities, costs, chargesexpenses, claimsdamages, liabilitiesinterest and losses (including but not limited to any direct losses, fees loss of profit, and expenses whatsoever all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by us and them pursuant to an Indemnified Person howsoever arising (other than by reason of fraud, dishonesty or gross negligence on the part of an Indemnified Person) in connection with the provision of the Services unless any claim or the same arise directly from our or their gross negligence, wilful default or fraudperformance of this Agreement. 17.4 14.6. Neither we Us, nor any of our officers Our Officers, shall be liable for required to take any loss arising from any act legal action either in Our/their own name or omission in the name of any agent managed client entity unless fully indemnified to their reasonable satisfaction for all costs and liabilities likely to be incurred or third party (apart from an affiliated company of ours) who performs Services pursuant to these Terms except to the extent that such loss is caused suffered by wilful default, fraud or gross negligence in the selection of such agents or third parties on the part of us or our officers. 17.5 In no event shall we Us or any of our officers Our Officers as the case may be and, if the Principal or any managed client entity requires Us or any of Our Officers in any capacity to take any action which in Our opinion, or any of Our Officers opinion, might make Us or any of Our Officers liable for the payment of money or liable in any indirectother way, consequential then We or special lossany of Our Officers shall be, howsoever arising. 17.6 Whilst we will endeavour and be kept, indemnified by the relevant managed client entity in any reasonable amount and form satisfactory to comply with our obligations in a timely manner, we will incur no liability whatsoever for any partial or non- performance of our obligations by reason of any cause beyond our reasonable control including but not limited to any communications, systems or computer failure, market default, suspension, failure or closure, or the imposition or change (including a change of interpretation) of any law or governmental or regulatory requirement and we shall not be held liable for any loss you may incur them as a result thereofprerequisite to taking such action. 17.7 Nothing under Liability and Indemnity above seeks to exclude or restrict; or rely on any exclusion or restriction of; any duty or liability we may have to you under the regulatory system.

Liability and Indemnity. 17.1 We shall not be 16.1 To the extent we do become liable for any default of any counterparty, bank, custodian, sub-custodian or other entity (apart from an affiliated company of ours) which holds money, investments or other documents of title on your behalf or with or through whom Transactions on your behalf are conducted. 17.2 We will not be liable for loss suffered by to you in connection with this Agreement, then all claims by you against us whether in contract, equity, tort (including negligence), breach of statutory duty or otherwise) or any other theory of liability are limited in aggregate to 10% of the Services unless such loss directly arises from Fees paid by you in the first year of the term of this Agreement. 16.2 Under no circumstances will we or our gross third party licensors, suppliers or resellers (or any of their directors, officers or employees) be liable, whether in contract, equity, tort (including negligence, wilful default breach of statutory duty or fraudotherwise) or any other theory of liability for any direct or indirect: loss of profits, loss of revenue, liabilities or claims relating to your customers’ reliance on the output of the OLT Service; loss of data (including any Subscription Data), breach of security or privacy, loss of anticipating savings; or for any indirect, special or consequential loss whatsoever. 17.3 Save 16.3 You acknowledge and agree that we are simply facilitating your ability to assess your customers’ business needs more efficiently, and that we shall have no liability to you or any Authorised User in connection with any action (or inaction, as the extent we case may otherwise expressly agree, you undertake to keep be) taken by an Authorised User as a result of its interaction with the OLT Service.. 16.4 You will indemnify and hold us, our agents third party licensors, suppliers (and employees fully their directors, officers and effectually indemnified against employees), harmless from all costs, charges, claims, liabilities, fees damages, losses (including legal fees) and expenses whatsoever incurred by us and them pursuant expenses, due to or in connection with the provision arising out of the Services unless the same arise directly from our or their gross negligence, wilful default or fraud. 17.4 Neither we nor any of our officers shall be liable for any loss arising from any act or omission of any agent or third party your (apart from an affiliated company of ours) who performs Services pursuant to these Terms except to the extent that such loss is caused by wilful default, fraud or gross negligence in the selection of such agents or third parties on the part of us or our officers. 17.5 In no event shall we or any of our officers be liable for your customers’, personnel or Authorised Users’) use of the OLT Service, and/or any indirect, consequential or special loss, howsoever arising. 17.6 Whilst we will endeavour to comply with our obligations in a timely manner, we will incur no liability whatsoever for any partial or non- performance of our obligations by reason breach of any cause beyond our reasonable control including but not limited to term of this Agreement by you or any communications, systems or computer failure, market default, suspension, failure or closure, or the imposition or change (including a change of interpretation) of any law or governmental or regulatory requirement and we shall not be held liable for any loss you may incur as a result thereofyour Authorised Users. 17.7 Nothing under Liability and Indemnity above seeks to exclude or restrict; or rely on any exclusion or restriction of; any duty or liability we may have to you under the regulatory system.

Liability and Indemnity. 17.1 (a) We will not be liable to you for, and you will indemnify us against, any liability for damage, loss or injury of whatsoever nature or kind, however caused by any candidate we introduce to you (including by their negligence) whilst they are working under your supervision, direction or instruction. Further, you agree to indemnify us (including our directors, employees, officers and agents) against any liability, claim, action, damage, loss, cost, charge, expense or payment we may suffer or incur as a result of your (including your employees, agents and contractors) act or omission. (b) Your liability to indemnify us will be reduced to the extent that our negligence directly caused any such damage, loss or injury. (c) Our aggregate liability to you for breach of contract, tort or otherwise arising out of our engagement shall be limited to the amount of fees (excluding all on-hire worker’s wages and statutory charges) received by us in the period of twelve (12) months immediately preceding the first written notice of claim from you. We shall not be liable for any default indirect or consequential loss. Nothing in these Terms shall exclude or limit our liability to you for fraud or wilful default. (d) Notwithstanding anything to the contrary in these Terms, nothing in these Terms excludes, restricts or modifies the application of any counterparty, bank, custodian, sub-custodian statutory consumer guarantee in respect of recruitment services; the exercise of a right conferred by such a guarantee; or our liability for failure to comply with a statutory consumer guarantee - other entity (apart from an affiliated company of ours) which holds money, investments or other documents of title on your behalf or with or through whom Transactions on your behalf are conducted. 17.2 We will not be liable for loss suffered by you in connection with the Services unless such loss directly arises from our gross negligence, wilful default or fraud. 17.3 Save than to the extent we may otherwise expressly agree, you undertake to keep us, of limiting our agents and employees fully and effectually indemnified against all costs, charges, claims, liabilities, fees and expenses whatsoever incurred by us and them pursuant to or in connection with the provision of the Services unless the same arise directly from our or their gross negligence, wilful default or fraud. 17.4 Neither we nor any of our officers shall be liable for any loss arising from any act or omission of any agent or third party (apart from an affiliated company of ours) who performs Services pursuant to these Terms except to the extent that such loss is caused by wilful default, fraud or gross negligence liability in the selection case of such agents or third parties on the part of us or our officers. 17.5 In no event shall we or any of our officers be liable for any indirect, consequential or special loss, howsoever arising. 17.6 Whilst we will endeavour a failure to comply with our obligations in a timely manner, we will incur no liability whatsoever for any partial or non- performance regard to the supply of our obligations by reason recruitment services (other than services of any cause beyond our reasonable control including but not limited a kind ordinarily acquired for personal, domestic or household use or consumption) to any communications, systems supplying or computer failure, market default, suspension, failure or closure, or paying the imposition or change (including a change cost of interpretation) of any law or governmental or regulatory requirement and we shall not be held liable for any loss you may incur as a result thereofhaving such services supplied again. 17.7 Nothing under Liability and Indemnity above seeks to exclude or restrict; or rely on any exclusion or restriction of; any duty or liability we may have to you under the regulatory system.

Liability and Indemnity. 17.1 We 9.1. Neither the Company nor any of its staff shall be liable to the Client for any loss, injury, damage, expense or delay incurred or suffered by the Client arising directly or indirectly from or in any way connected with the Introduction or supply of an Interim to the Client or with any failure by the Company to introduce or supply an Interim for all or part of the period of the Assignment or from the negligence, dishonesty, misconduct or lack of skill of the Interim. 9.2. For the avoidance of doubt, neither the Interim nor the Company exclude liability for death or personal injury arising from their own negligence; data breach; fraud or fraudulent misrepresentation; or other liability which cannot be liable for any default of any counterparty, bank, custodian, sub-custodian limited or other entity (apart from an affiliated company of ours) which holds money, investments or other documents of title on your behalf or with or through whom Transactions on your behalf are conductedexcluded by applicable law. 17.2 We 9.3. Interims supplied by the Company are engaged under contracts for services. Interims are not the employees of the Company but are deemed to be under the supervision, direction and control of the Client from the time they report to take up duties and for the duration of the Assignment. The Client will not be liable comply in all respects with all statutes where applicable, including, for loss suffered by you the avoidance of doubt, the Working Time Regulations, Health and Safety at Work Act etc, by-laws, codes of practice and legal requirements to which the Client is ordinarily subject in connection with respect of the Services unless such loss directly arises from our gross negligence, wilful default or fraud. 17.3 Save to the extent we may otherwise expressly agree, you undertake to keep us, our agents and employees fully and effectually indemnified against all costs, charges, claims, liabilities, fees and expenses whatsoever incurred by us and them pursuant to or Client's own staff including in connection with particular the provision of adequate Employer's and Public Liability Insurance cover, where applicable, for the Services unless the same arise directly from our or their gross negligence, wilful default or fraudInterim during all Assignments. 17.4 Neither we nor 9.4. Failure of the Interim to meet the requirements of the Client for all or any of our officers shall be liable the purposes for any loss arising from which it is required by the Client; any act or omission of an Interim, whether wilful, negligent, fraudulent, dishonest, reckless or otherwise; and any agent loss, injury, damage, expense or third party (apart from delay incurred or suffered by an affiliated company Interim; provided that nothing in this clause 9 shall exclude or restrict the liability of ours) who performs Services pursuant to these Terms except the Company to the extent that such loss is caused by wilful default, fraud Client for death or gross personal injury resulting from negligence or for fraudulent misrepresentation or in the selection of such agents or third parties on the part of us or our officersany other circumstances where liability may not be so limited under any applicable law. 17.5 In no event 9.5. The Client’s total liability whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Agreement shall we or any be limited to one hundred per cent (100%) of our officers be liable the total charges for any indirect, consequential or special loss, howsoever arisingthe prior 12 months paid and payable by the Client under the relevant Statement of Work. 17.6 Whilst we will endeavour to comply 9.6. Neither party shall have any liability arising under or in connection with our obligations this Agreement (whether arising in a timely mannercontract, we will incur no liability whatsoever for any partial tort, negligence, misrepresentation or non- performance otherwise) for: 9.6.1. indirect or consequential losses 9.6.2. loss of our obligations by reason goodwill or reputation; or 9.6.3. loss of any cause beyond our reasonable control including but not limited to any communicationsprofit, systems revenue or computer failure, market default, suspension, failure or closure, or the imposition or change (including a change of interpretation) of any law or governmental or regulatory requirement and we shall not be held liable for any loss you may incur as a result thereofbusiness. 17.7 Nothing under Liability and Indemnity above seeks to exclude or restrict; or rely on any exclusion or restriction of; any duty or liability we may have to you under the regulatory system.

Liability and Indemnity. 17.1 We shall Zagga and it’s directors, shareholders, employees, agents, contractors and Associated Persons are not be liable for in any default way for: (a) the failure of any counterpartyBorrower payments; (b) any failure to provide the Website or otherwise to comply with this Agreement, bank, custodian, subif the failure or non-custodian or other entity compliance is caused by events beyond our reasonable control; or (apart from an affiliated company c) to achieve any funding in respect of ours) which holds money, investments or other documents of title on your behalf or with or through whom Transactions on your behalf are conductedany Loan Application. 17.2 We will not be liable for loss suffered by you in connection with the Services unless such loss directly arises from our gross negligence, wilful default or fraud. 17.3 Save to the extent we may otherwise expressly agree, you undertake to keep us, our agents and employees fully and effectually indemnified against all costs, charges, claims, liabilities, fees and expenses whatsoever incurred by us and them pursuant to or in connection with the provision of the Services unless the same arise directly from our or their gross negligence, wilful default or fraud. 17.4 Neither we nor any of our officers shall be liable for any loss arising from any act or omission of any agent or third party (apart from an affiliated company of ours) who performs Services pursuant to these Terms except to the extent that such loss is caused by wilful default, fraud or gross negligence in the selection of such agents or third parties on the part of us or our officers. 17.5 In no event shall we or any of our officers be liable for any indirect, consequential or special loss, howsoever arising. 17.6 Whilst we will endeavour to comply with our obligations in a timely manner, we will incur no liability whatsoever for any partial or non- performance of our obligations by reason of any cause beyond our reasonable control including but not limited to any communications, systems or computer failure, market default, suspension, failure or closure, or the imposition or change (including a change of interpretation) of any law or governmental or regulatory requirement and we shall not be held liable for any loss you may incur as a result thereof. 17.7 Nothing under Liability and Indemnity above seeks to exclude or restrict; or rely on any exclusion or restriction of; any duty or All liability we may have to you and your Associated Persons, except liability arising under the regulatory systemConsumer Xxxxxxxxxx Xxx 0000 that cannot be contracted out of, is excluded. We are not liable to you and do not have to pay you for anything else caused by or resulting from any action or inaction by us. This exclusion applies whatsoever you are claiming (including loss of profits, savings, revenue or business) and however liability might arise but for this clause (including for breach of contract or in tort, including negligence). 17.3 If we are ever liable to you and, for any reason whatsoever, the maximum combined amount we will have to pay you, your Associated Persons and anyone else who uses our Website (together) is a total of $10,000. 17.4 You hereby indemnify us against all liabilities, losses and costs, including legal costs, incurred by us arising out of or in connection with any action or inaction we take in relation to you, your Associated Persons and your Loan/s and which is in accordance with this Agreement. 17.5 You hereby indemnify us against any liability we incur to any Borrower, co-Borrower, co-Investor or third party arising out of or in connection with the Loan, your performance or breach of this Agreement and your use of the Website including in relation to information posted on the Website or to any Borrower, co-Borrower or co-Investor or former Borrower, co-Borrower or co- Investor where such liability arises out of or in connection with the Loan. 17.6 In this clause “we” and “us” includes our subsidiaries, Associated Persons, and our directors, officers, employees and contractors. 17.7 In this clause “you” includes your subsidiaries, Associated Persons, and your directors, officers, employees and contractors. 17.8 If you are in trade, and you use the Website in trade, all parties agree that: (a) the provisions of the Consumer Guarantees Xxx 0000; and (b) sections 9, 12A, and 13 of the Fair Trading Xxx 0000, will not apply to this Agreement.

Liability and Indemnity. 17.1 ‌ 7.1. We shall not be liable for any default of any counterparty, bank, custodian, sub-custodian or other entity (apart from an affiliated company of ours) which holds money, investments or other documents of title on your behalf or with or through whom Transactions on your behalf are conducted. 17.2 We will not be liable for loss suffered by you in connection with the Services we provide to you under the Agreement (and in particular, but without limitation, we shall not be liable for any loss which may arise from the purchase, holding or sale of any Financial Instruments) unless such loss arises directly arises from our gross negligence, wilful default or fraudfraud on our part and/or our directors and/ or our employees and/ or our representatives. 17.3 Save 7.2. Provided that we shall not be liable to you or any other person for any consequential, circumstantial, special or indirect damages (including without prejudice to the extent we may otherwise expressly agreegenerality of the aforementioned, you undertake to keep usloss of profit, our agents commercial losses and employees fully and effectually indemnified against all costs, charges, claims, liabilities, fees and expenses whatsoever damages) which are incurred by us and them pursuant to or you in connection with the provision Agreement. 7.3. We shall not be liable for any loss of opportunity as a result of which the Services unless value of your Financial Instruments could have been increased or for any decrease in the same arise value of your Financial Instruments, howsoever caused, save to the extent that such loss or decrease is directly from our or their due to the gross negligence, wilful default or fraudfraud on our part and/ or our directors and/ or our employees and/or our representatives. 17.4 Neither we nor any of our officers 7.4. We shall not be liable for any loss arising from caused by misrepresentation of facts or by error of judgment or any act done or omission of any agent or third party (apart from an affiliated company of ours) who performs Services pursuant omitted to these Terms except be done by us whenever caused, save to the extent that such loss act or omission is caused directly due to the gross negligence, wilful default or fraud on our part and/or our directors and/or our employees and/ or our representatives. 7.5. Save in cases of gross negligence, wilful default or fraud on our part, you will indemnify and keep us indemnified and/ or our directors and/ or our employees and/ or our representatives for any claim by wilful default, fraud or gross negligence in the selection of such agents or third parties on the part of us and/ or our officers. 17.5 In no event shall for any loss, liability, costs or expenses which we or any third party may have reasonably incurred or paid in respect of any act or omission of, or instruction given by you and/ or your Authorized Representative/ Attorney and/ or due to the performance of the Agreement and/ or the provision of any Services and/ or the liquidation of any of your Financial Instruments in settlement of any of our officers claims. 7.6. We shall not be liable for any indirectact or omission or for the solvency of any counterparty, consequential bank, or special loss, howsoever arisingother third party which acts on your behalf or with or through whom transactions on your behalf are carried out. 17.6 Whilst we will endeavour to comply with our obligations in a timely manner, we will incur no liability whatsoever for any partial or non- performance of our obligations by reason 7.7. In case of any cause beyond our reasonable control including but not limited to any communications, systems or computer failure, market default, suspension, failure or closure, or the imposition or change (including a change of interpretation) of any law or governmental or regulatory requirement and your data provided to us from time to time, we shall not be held liable for the carrying out of acts based upon the data which we had at our disposal prior to being informed of such change. 7.8. Any information or recommendations by us which are made available in any loss way to you may incur within the framework of the Agreement, are strictly personal, are addressed to you only, and their publication, reproduction or disclosure in any way by you to any third party is forbidden and we shall have no liability towards third parties for this reason. 7.9. You hereby acknowledge and accept that, during the provision of the Services, we shall have no responsibility as to the content of any instruction or notice, the identity of the person giving any other form of instruction or notice, or the authority of such person to operate your Custodian Account or to dispose of the underlying Financial Instruments, except where we have knowledge or reasonable grounds to suspect that an instruction or notice is unauthorized or fraudulent. Nor shall we have any responsibility for any error as to the balance of the Custodian Account and/ or the invalidity of the titles of your Financial Instruments, except only in cases of gross negligence, wilful default or fraud on our part and/ or our directors and/ or our employees and/ or our representatives. 7.10. We shall not be liable to you for having acted wrongly or mistakenly or for failing to act wholly or in part in accordance with your orders or instructions, provided that any act, error or omission is: • a result thereof. 17.7 Nothing under Liability of us acting in good faith and Indemnity above seeks to exclude a reasonable misunderstanding of the order or restrict; instructions, • an error resulting from factors beyond our reasonable control, or rely on • a result of any exclusion or restriction of; any duty or liability we may have to you under the regulatory system.failure of technical equipment beyond our reasonable control

Liability and Indemnity. 17.1 9.1. We shall not be liable for any default of any counterparty, bank, custodian, sub-custodian or other entity (apart from an affiliated company of ours) which holds money, investments or other documents of title on your behalf or with or through whom Transactions on your behalf are conductedfailure to provide the Service caused by events outside our reasonable control. 17.2 9.2. We will do not in any way exclude or limit our liability: (i) for death or personal injury resulting from the negligence of us or our directors, officers, employees, contractors or agents; or (ii) in respect of fraud or any fraudulent statements made by us or our directors, officers, employees, contractors or agents. 9.3. Subject always to clause 9.2, we shall not have any liability to you in respect of your use of the Service which is not in accordance with these Terms. 9.4. Subject always to clause 9.2, we shall not be liable to you, whether in contract, tort or otherwise arising out of this contract for: (i) any loss of profits, revenue, anticipated savings, loss or corruption of data, loss of contract or opportunity or loss of goodwill; or (ii) any indirect or consequential loss of whatever nature, which could be described as indirect or consequential and whether or not reasonably foreseeable, reasonably contemplatable, or actually contemplated by the parties at the time of the commencement of the Service. 9.5. Our liability to you is limited in accordance with the General Terms and Conditions for loss the Provision of Our Services. You agree to indemnify, defend and hold us harmless absolutely from and against all costs, losses, claims, damages and expenses (including without limitation any legal costs) of any kind whatsoever, whether foreseeable or not, that may be suffered by us as a result of your use of the Service (or anyone using the Service with your permission), which are brought or threatened against us by a third party where you are at fault or in breach of this Agreement. You will reimburse us for all legal and other expenses including costs and fees of attorneys, collection agencies and other professional advisors, incurred in connection with the Services unless investigating, defending, or settling of any such loss directly arises from our gross negligenceloss, wilful default expense, claim, damage, liability, action or fraud. 17.3 Save to the extent we may otherwise expressly agree, you undertake to keep us, our agents and employees fully and effectually indemnified against all costs, charges, claims, liabilities, fees and expenses whatsoever incurred by us and them pursuant to proceeding whether or not in connection with pending or threatened litigation in which we we are a party. This indemnity will survive the provision termination of the Services unless the same arise directly from our or their gross negligence, wilful default or fraudthis Agreement. 17.4 Neither we nor any of our officers shall be liable for any loss arising from any act or omission of any agent or third party (apart from an affiliated company of ours) who performs Services pursuant to these Terms except to the extent that such loss is caused by wilful default, fraud or gross negligence in the selection of such agents or third parties on the part of us or our officers. 17.5 In no event shall we or any of our officers be liable for any indirect, consequential or special loss, howsoever arising. 17.6 Whilst we will endeavour to comply with our obligations in a timely manner, we will incur no liability whatsoever for any partial or non- performance of our obligations by reason of any cause beyond our reasonable control including but not limited to any communications, systems or computer failure, market default, suspension, failure or closure, or the imposition or change (including a change of interpretation) of any law or governmental or regulatory requirement and we shall not be held liable for any loss you may incur as a result thereof. 17.7 Nothing under Liability and Indemnity above seeks to exclude or restrict; or rely on any exclusion or restriction of; any duty or liability we may have to you under the regulatory system.

Liability and Indemnity. 17.1 ‌ 7.1 Except in respect of any Non-Excludable Guarantees, We shall are not be liable to You for any default indirect, special or consequential loss or damage incurred by You, including liability for loss of profits, loss of business opportunity, loss of savings, or loss of data. 7.2 Except in respect of any counterpartyNon-Excludable Guarantees, bankto the maximum extent permitted by law (and if permitted by law), custodian, sub-custodian or other entity (apart from an affiliated company of ours) which holds money, investments or other documents of title on your behalf or with or through whom Transactions on your behalf are conducted. 17.2 We will not be liable have any liability to You for any loss suffered by you or damage howsoever incurred in connection with the Services unless such loss directly arises from our gross negligence, wilful default or fraudrelation to Your Membership. 17.3 Save 7.3 If any services supplied by Us to You are supplied to You in Your capacity as a 'consumer' of services within the meaning of that term in the Australian Consumer Law, as amended, You may have the benefit of certain non- excludable guarantees in respect of the services and nothing in these terms and conditions excludes or restricts or modifies any guarantee which pursuant to the Competition and Consumer Act 2010 (Cth) is so conferred. However, if those services are subject to a Non-Excludable Guarantee and those services are not ordinarily acquired for personal, domestic or household use or consumption, then pursuant to s 64A of the Australian Consumer Law, We limit Our liability for breach of any such Non-Excludable Guarantee (other than a guarantee implied by sections 51, 52 or 53 of the Australian Consumer Law) or (i) the supplying of the services again; or (ii) the payment of the cost of having the services supplied again. 7.4 Where You are not a ‘consumer’ for the purposes of the Australian Consumer Law, all conditions, warranties and guarantees implied in the terms and conditions of this Agreement are excluded, to the extent we may otherwise expressly agree, you undertake to keep us, our agents possible by law. 7.5 You release and employees fully indemnify Us and effectually indemnified Our Representatives (those indemnified) from and against all actions, claims and demands which may be made against those indemnified, and all loss (including reasonable legal costs) for liability incurred or suffered by any of those indemnified, chargeswhere such action, claimsclaim, liabilitiesdemand, fees and expenses whatsoever incurred loss or liability was caused by us and them pursuant to or in connection with the provision arises out of: (i) a breach of the Services unless the same arise directly from our terms and conditions of this Agreement by You or their gross negligence, wilful default by any other person for whose acts or fraud.omissions You are liable; 17.4 Neither we nor any of our officers shall be liable for any loss arising from (ii) any act or omission (including negligent act or omission) of any agent Yours or third party (apart from an affiliated company of ours) who performs Services pursuant to these Terms except to the extent that such loss is caused by wilful default, fraud or gross negligence in the selection of such agents or third parties on the part of us or our officersYour Representatives. 17.5 In no event shall we or any 7.6 You agree that the limitations and exclusions of our officers be liable liability and indemnities in this clause 7 are reasonably necessary for any indirect, consequential or special loss, howsoever arisingthe protection of IAA. 17.6 Whilst we will endeavour to comply with our obligations in a timely manner, we will incur no liability whatsoever for any partial or non- performance of our obligations by reason of any cause beyond our reasonable control including but not limited to any communications, systems or computer failure, market default, suspension, failure or closure, or the imposition or change (including a change of interpretation) of any law or governmental or regulatory requirement and we shall not be held liable for any loss you may incur as a result thereof. 17.7 Nothing under Liability and Indemnity above seeks to exclude or restrict; or rely on any exclusion or restriction of; any duty or liability we may have to you under the regulatory system.

Liability and Indemnity. 17.1 We shall not be liable for any breach of obligation or default of any counterparty, intermediate broker, bank, custodian, and sub-custodian custodian, market or market operator, exchange, clearing house, depositary or other entity (apart from an affiliated company of ours) which holds money, investments or other documents of title on your behalf or third party with or through whom Transactions on your behalf are conductedyou do business. 17.2 We will not be liable for loss suffered by you in connection with the Services unless such loss directly arises from our gross negligence, wilful default or fraud. 17.3 Save You will pay us on demand all commissions and other charges due to the extent us, premiums on any option purchased on your instructions, such sums as we may otherwise expressly agreeat any time require in or towards satisfaction of any debit balance on your Account or any account comprised therein, you and the amount of any trading loss that may result from any transaction hereunder, interest and service charges due to us on the Account and our reasonable costs and legal fees incurred in collecting any such amounts. All payments shall be made in same day (or immediately available) and freely transferable funds in such currency and to such bank as we may from time to time specify. 17.4 You undertake to keep us, us and our agents and employees fully and effectually effectively indemnified against all costs, charges, claims, liabilities, fees liabilities and expenses whatsoever incurred by us and them pursuant to or in connection with the provision of the Services unless the same arise directly from due to our or their gross negligence, wilful default or fraud. 17.4 Neither we nor 17.5 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 officers shall legal and administrative costs and expenses incurred in respect of taking any legal or investigatory action against you, or instructing any debt collection agency, to recover monies owed by you to us. 17.6 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 and/or costs resulting from or arising out of any act or omission by any person obtaining access to your account by using your designated account number and/or password, whether or not you authorised such access. 17.7 Without prejudice to any other Terms of this Agreement, we will have no liability to you in relation to any loss that you suffer as a result of any delay or defect in or failure of the whole or any part of our Electronic Trading Services’ software or any systems or network links or any other means of communication. We will have no liability to you, whether in contract or in tort (including negligence) in the event that any computer viruses, worms, software bombs or similar items are introduced into your computer hardware or software via our Electronic Trading Services, provided that we have taken reasonable steps to prevent any such introduction. 17.8 You agree we will not be liable for any direct, indirect, special, incidental, punitive or consequential damages (including, without limitation, loss arising from of business, loss of profits, failure to avoid a loss, loss of data, loss or corruption of data, loss of goodwill or reputation) caused by any act or omission of ours under this Agreement. VARIANSE | Client Agreement Page 20 of 29 VARIANSE is a trading name of VDX Derivatives. VDX Derivatives is authorised and regulated by the Financial Services Commission (FSC) in the republic of Mauritius with License Number C118023323. Registered Address: 00 Xx Xxxxxxx Xxxxxx, Xxxx Xxxxx, Xxxxxxxxx. 17.9 This section 18.9 applies to your use of any agent electronic service we provide to you including mobile phones and tablet devices and sets out the basis upon which you may view information and enter into Transactions via our and/or a third party’s electronic order routing/trading system. a. We will issue a username and password to you the “Authorised User”. b. We may make such modifications, improvements or additions to the Equipment, electronic service or any part of it as we deem fit. c. We will take reasonable steps to ensure the ongoing availability of the facilities provided by any electronic platform to which we give you access. However, no system is 100% reliable. Moreover, where your connection to our services is made through the facilities of a third party (apart from such as an affiliated company internet service provider) your connection may be interrupted by causes outside of ours) who performs Services pursuant to these Terms except our influence. We will not be responsible for any loss, expense, cost or liability suffered or incurred by you due to the extent that such loss is caused by wilful defaultfailure of the system, fraud transmission failure of relays or similar technical errors unless we have exercised gross negligence in the selection of such agents or third parties on the part of us or our officersconnection therewith. 17.5 In no event shall we or any of our officers be liable for any indirect, consequential or special loss, howsoever arising. 17.6 Whilst we will endeavour to comply with our obligations in a timely manner, we will incur no liability whatsoever for any partial or non- performance of our obligations by reason of any cause beyond our reasonable control including but not limited to any communications, systems or computer failure, market default, suspension, failure or closure, or the imposition or change (including a change of interpretation) of any law or governmental or regulatory requirement and we shall not be held liable for any loss you may incur as a result thereof. 17.7 Nothing under Liability and Indemnity above seeks to exclude or restrict; or rely on any exclusion or restriction of; any duty or liability we may have to you under the regulatory system.

Liability and Indemnity. 17.1 6.1 Without prejudice to any other terms of this Agreement relating to the limitation of liability and provision of indemnities, the following clauses shall apply to the Electronic Services: (a) We shall have no liability to you for damage which you may suffer as a result of transmission errors, technical faults, malfunctions, illegal intervention in network equipment, network overloads, malicious blocking of access by third parties, internet malfunctions, interruptions or other deficiencies on the part of internet service providers. (b) You will be responsible for all orders entered on your behalf via the Electronic Services and you will be fully liable to us for the settlement of any Transaction arising from them. You acknowledge that access to Electronic Services may be limited or unavailable due to system errors, and that we reserve the right upon notice to suspend access to Electronic Services for this reason or any other. (c) Neither we nor any third party software provider accept any liability in respect of any delays, inaccuracies, errors or omissions in any data provided to you in connection with an Electronic Service. For the avoidance of doubt, Electronic Services may not be provided on a continuous basis and neither we nor any third party provider accept liability in this respect. (d) We shall have no liability to you whatsoever (whether in contract or in tort, including negligence or otherwise) in the event that any viruses, worms, software bombs or similar items are introduced into your System by an Electronic Service or any software provided by us to you in order to enable you to use such Electronic Service, provided that we have taken reasonable steps to prevent any such introduction. (e) You will ensure that no computer viruses, worms, software bombs, malware or similar items are introduced into an Electronic Service and you will indemnify us on demand for any loss that we suffer arising as a result of any such introduction. (f) We shall not be liable for any default loss, liability or cost whatsoever arising from any un-authorised use of an Electronic Service. You shall on demand indemnify, protect and hold us harmless from and against all losses, liabilities, judgements, suits, actions, proceedings, claims, damages and costs resulting from or arising out of any counterpartyact or omission by any person using an Electronic Service by using your designated passwords, bank, custodian, sub-custodian whether or other entity (apart from an affiliated company of ours) which holds money, investments or other documents of title on your behalf or with or through whom Transactions on your behalf are conductednot you authorised such use. 17.2 (g) We will shall not be liable for loss suffered by you in connection with the Services unless such loss directly arises from our gross negligence, wilful default or fraud. 17.3 Save to the extent we may otherwise expressly agree, you undertake to keep us, our agents and employees fully and effectually indemnified against all costs, charges, claims, liabilities, fees and expenses whatsoever incurred by us and them pursuant to or in connection with the provision of the Services unless the same arise directly from our or their gross negligence, wilful default or fraud. 17.4 Neither we nor any of our officers shall be liable for any loss arising from any act taken by or omission of any agent or third party (apart from an affiliated company of ours) who performs Services pursuant to these Terms except to the extent that such loss is caused by wilful default, fraud or gross negligence in the selection of such agents or third parties on the part instruction of us or our officers. 17.5 In no event shall we or any of our officers be liable for any indirecta Market, consequential or special loss, howsoever arising. 17.6 Whilst we will endeavour to comply with our obligations in a timely manner, we will incur no liability whatsoever for any partial or non- performance of our obligations by reason of any cause beyond our reasonable control including but not limited to any communications, systems or computer failure, market default, suspension, failure or closure, or the imposition or change (including a change of interpretation) of any law or governmental clearing house or regulatory requirement and we shall not be held liable for any loss you may incur as a result thereofbody. 17.7 Nothing under Liability and Indemnity above seeks to exclude or restrict; or rely on any exclusion or restriction of; any duty or liability we may have to you under the regulatory system.

Liability and Indemnity. 17.1 8.1. We shall not be liable for any default of any counterparty, bank, custodian, sub-custodian or other entity (apart from an affiliated company of ours) which holds money, investments or other documents of title on your behalf or with or through whom Transactions on your behalf are conductedfailure to provide the Service caused by events beyond our reasonable control. 17.2 8.2. We will do not in any way exclude or limit our liability: (i) for death or personal injury resulting from the negligence of us or our directors, officers, employees, contractors or agents; or (ii) in respect of fraud or any fraudulent statements made by us or our directors, officers, employees, contractors or agents. 8.3. Subject always to clause 8.2, we shall not have any liability to you in respect of your use of the Service which is not in accordance with these Terms. 8.4. Subject always to clause 8.2, we shall not be liable to you, whether in contract, tort or otherwise arising out of this contract for: (i) any loss of profits, revenue, anticipated savings, loss or corruption of data, loss of contract or opportunity or loss of goodwill; or (ii) any indirect or consequential loss of whatever nature, which could be described as indirect or consequential and whether or not reasonably foreseeable, reasonably contemplatable, or actually contemplated by the parties at the time of the commencement of the Service. 8.5. If we shall be liable to you in contract, tort, under statute or otherwise, our liability shall be limited to the equivalent cost of three (3) month’s monthly Charge for loss any event or related series of events. 8.6. You agree to indemnify, defend and hold us harmless absolutely from and against all costs, losses, claims, damages and expenses (including without limitation any legal costs) of any kind whatsoever, whether foreseeable or not, that may be suffered by us as a result of your use of the Service (or anyone using the Service with your permission), which are brought or threatened against us by a third party where you are in breach of this Agreement. You will reimburse us for all legal and other expenses including costs and fees of attorneys, collection agencies and other professional advisors, incurred in connection with the Services unless investigating, defending or settling of any such loss directly arises from our gross negligenceloss, wilful default expense, claim, damage, liability, action or fraud. 17.3 Save to the extent we may otherwise expressly agree, you undertake to keep us, our agents and employees fully and effectually indemnified against all costs, charges, claims, liabilities, fees and expenses whatsoever incurred by us and them pursuant to proceeding whether or not in connection with pending or threatened litigation in which we are a party. This indemnity will survive the provision termination of the Services unless the same arise directly from our or their gross negligence, wilful default or fraudthis Agreement. 17.4 Neither we nor any of our officers shall be liable for any loss arising from any act or omission of any agent or third party (apart from an affiliated company of ours) who performs Services pursuant to these Terms except to the extent that such loss is caused by wilful default, fraud or gross negligence in the selection of such agents or third parties on the part of us or our officers. 17.5 In no event shall we or any of our officers be liable for any indirect, consequential or special loss, howsoever arising. 17.6 Whilst we will endeavour to comply with our obligations in a timely manner, we will incur no liability whatsoever for any partial or non- performance of our obligations by reason of any cause beyond our reasonable control including but not limited to any communications, systems or computer failure, market default, suspension, failure or closure, or the imposition or change (including a change of interpretation) of any law or governmental or regulatory requirement and we shall not be held liable for any loss you may incur as a result thereof. 17.7 Nothing under Liability and Indemnity above seeks to exclude or restrict; or rely on any exclusion or restriction of; any duty or liability we may have to you under the regulatory system.

Liability and Indemnity. 17.1 ‌ 7.1. We shall not be liable for any default of any counterparty, bank, custodian, sub-custodian or other entity (apart from an affiliated company of ours) which holds money, investments or other documents of title on your behalf or with or through whom Transactions on your behalf are conducted. 17.2 We will not be liable for loss suffered by you in connection with the Services we provide to you under the Agreement (and in particular, but without limitation, we shall not be liable for any loss which may arise from the purchase, holding or sale of any Financial Instruments) unless such loss arises directly arises from our gross negligence, wilful default or fraudfraud on our part and/or our directors and/ or our employees and/ or our representatives. 17.3 Save 7.2. Provided that we shall not be liable to you or any other person for any consequential, circumstantial, special or indirect damages (including without prejudice to the extent we may otherwise expressly agreegenerality of the aforementioned, you undertake to keep usloss of profit, our agents commercial losses and employees fully and effectually indemnified against all costs, charges, claims, liabilities, fees and expenses whatsoever damages) which are incurred by us and them pursuant to or you in connection with the provision Agreement. 7.3. We shall not be liable for any loss of opportunity as a result of which the Services unless value of your Financial Instruments could have been increased or for any decrease in the same arise value of your Financial Instruments, howsoever caused, save to the extent that such loss or decrease is directly from our or their due to the gross negligence, wilful default or fraudfraud on our part and/ or our directors and/ or our employees and/or our representatives. 17.4 Neither we nor any of our officers 7.4. We shall not be liable for any loss arising from caused by misrepresentation of facts or by error of judgment or any act done or omission of any agent or third party (apart from an affiliated company of ours) who performs Services pursuant omitted to these Terms except be done by us whenever caused, save to the extent that such loss act or omission is caused directly due to the gross negligence, wilful default or fraud on our part and/or our directors and/or our employees and/ or our representatives. 7.5. Save in cases of gross negligence, willful default or fraud on our part, you will indemnify and keep us indemnified and/ or our directors and/ or our employees and/ or our representatives for any claim by wilful default, fraud or gross negligence in the selection of such agents or third parties on the part of us and/ or our officers. 17.5 In no event shall for any loss, liability, costs or expenses which we or any third party may have reasonably incurred or paid in respect of any act or omission of, or instruction given by you and/ or your Authorized Representative/ Attorney and/ or due to the performance of the Agreement and/ or the provision of any Services and/ or the liquidation of any of your Financial Instruments in settlement of any of our officers claims. 7.6. We shall not be liable for any indirectact or omission or for the solvency of any counterparty, consequential bank, or special loss, howsoever arisingother third party which acts on your behalf or with or through whom transactions on your behalf are carried out. 17.6 Whilst 7.7. In case your Financial Instruments are deposited for safekeeping with a third-party custodian: • the third-party custodian may have a security interest, lien or right of set-off on or in relation to these Financial Instruments and we will endeavour to comply with our obligations in a timely manner, we will incur shall have no liability whatsoever for any partial or non- performance of our obligations by reason of any cause beyond our reasonable control including but not limited to any communications, systems or computer failure, market default, suspension, failure or closure, or the imposition or change (including a change of interpretation) of any law or governmental or regulatory requirement and • we shall not be held liable for any act, omission or for the solvency of the third-party custodian and/ or for the loss of any of your Financial Instruments or other assets which are deposited with the third-party custodian • we shall be liable only for any loss suffered by you may incur as a result thereofof gross negligence, wilful default or fraud on our part and/ or our directors and/ or our employees and/ or our representatives in the appointment and/ or monitoring of the third party custodian 7.8. In case of any change of your data provided to us from time to time, we shall not be liable for the carrying out of acts based upon the data which we had at our disposal prior to being informed of such change. 17.7 Nothing under Liability and Indemnity above seeks to exclude 7.9. Any information or restrict; or rely on recommendations by us which are made available in any exclusion or restriction of; any duty or liability we may have way to you within the framework of the Agreement, are strictly personal, are addressed to you only, and their publication, reproduction or disclosure in any way by you to any third party is forbidden and we shall have no liability towards third parties for this reason. 7.10. You hereby acknowledge and accept that, during the provision of the Services, we shall have no responsibility as to the content of any instruction or notice, the identity of the person giving any other form of instruction or notice, or the authority of such person to operate your Custodian Account or to dispose of the underlying Financial Instruments, except where we have knowledge or reasonable grounds to suspect that an instruction or notice is unauthorized or fraudulent. Nor shall we have any responsibility for any error as to the balance of the Custodian Account and/ or the invalidity of the titles of your Financial Instruments, except only in cases of gross negligence, wilful default or fraud on our part and/ or our directors and/ or our employees and/ or our representatives. 7.11. We shall not be liable to you for having acted wrongly or mistakenly or for failing to act wholly or in part in accordance with your orders or instructions, provided that any act, error or omission is: • a result of us acting in good faith and a reasonable misunderstanding of the order or instructions, • an error resulting from factors beyond our reasonable control, or • a result of any failure of technical equipment beyond our reasonable control 7.12. You agree to fully indemnify us and/ or our directors and/ or our employees and/ or our representatives for any loss reasonably incurred as a result of us acting according to orders and instructions received in the above manner. 7.13. You acknowledge and accept the risk of you and/ or your Authorized Representative/ Attorney having acted wrongly or mistakenly in giving an order or instruction. 7.14. We shall not be liable in the event that, during the provision of investment advice and portfolio management, we have assessed that, based on the information received under the regulatory systemsuitability test, certain investment services and/ or Financial Instruments are not suitable for you but you insist in proceeding with the particular services and/ or Financial Instruments. 7.15. Where we provide the service of portfolio management, you accept that, unless explicitly specified in writing, we give no warranty as to the performance and/ or profitability of the Portfolio or any part of it. We cannot guarantee that the Financial Instruments and other assets acquired in the Portfolio will not depreciate in value or that they will not be affected by adverse tax consequences.

Liability and Indemnity. 17.1 We 14.1 Subject to the provisions of the Trade Practices Act and the Australian Securities and Investments Commission Act, and any other rights implied by law, which cannot be excluded by agreement between the parties: a. we make no warranties, either express or implied, as to appropriateness, fitness for a particular purpose, or otherwise (including as to accuracy, currency, availability, completeness or quality), with respect to the services supplied under these Terms; b. we shall not be liable for any default loss or damage, including any consequential or indirect loss, arising as a result of any counterparty, bank, custodian, sub-custodian or other entity (apart from an affiliated company of ours) which holds money, investments or other documents of title on your behalf or with or through whom Transactions on your behalf are conducted. 17.2 We will not be liable for loss suffered by you in connection with the Services unless such loss directly arises from our gross negligence, wilful default or fraud. 17.3 Save to the extent we may otherwise expressly agree, you undertake to keep us, our agents and employees fully and effectually indemnified against all costs, charges, claims, liabilities, fees and expenses whatsoever incurred by us and them pursuant to or in connection with (without limitation): i. any breach by you of this Agreement, the provision Rules including the ASIC Market Integrity Rules, the Corporation Act or the rules of any other relevant authority; ii. you failing to give us information about your personal circumstances or giving incomplete or incorrect information to us; iii. any delay in the Services unless the same arise directly from our execution of an Order; iv. any unauthorised use of your Login Details; v. any theft, alteration, addition or their gross negligence, wilful default or fraudloss of data by third parties; vi. any interception by a third party of any electronic communication between us and you; or vii. any disclosure by us of trading activity on your account to a person you have appointed as an authorised agent. 17.4 Neither we nor 14.2 Except where to do so would contravene any of our officers shall be liable for law or make any loss arising from any act or omission of any agent or third party (apart from an affiliated company of ours) who performs Services pursuant to these Terms except to the extent that such loss is caused by wilful default, fraud or gross negligence in the selection of such agents or third parties on the part of us this clause void or our officers. 17.5 In unenforceable, in no event shall we or any of our officers be liable for any indirect, special or consequential loss or special lossdamage (including, howsoever arisingwithout limitation, loss of profits or revenues) whether arising in contract, tort (including negligence) or otherwise resulting from use of our services supplied under these Terms or the Sponsorship Agreement. 17.6 Whilst we 14.3 Our liability shall in any event be limited to the re-supply of the services. 14.4 You will endeavour to comply with our obligations in a timely manner, we will incur no liability whatsoever for any partial or non- performance indemnify us and all of our obligations officers, employees, agents, related parties and associates to the maximum extent permitted by reason of any cause beyond our reasonable control including but not limited to any communicationslaw at all times against all losses, systems liabilities, damages, costs or computer failureexpenses incurred directly or indirectly suffered by them and from all actions, market defaultproceedings, suspension, failure or closure, or the imposition or change (including a change of interpretation) of any law or governmental or regulatory requirement and we shall not be held liable for any loss you may incur claims made as a result thereofof your use of our services, any breach by you of these Term, your failure to settle any transaction, any breach by you of another agreement with us, any representation or warranty made not being true or correct or us relying upon and acting in accordance with any instruction provided by you (whether by electronic communication or otherwise). 17.7 Nothing under Liability 14.5 You agree to indemnify us and Indemnity above seeks to exclude or restrict; or rely on we are hereby so indemnified from the Trading Account in respect of any exclusion or restriction of; any duty or liability we may have to you under the regulatory systemindemnity set out in these Terms.

Liability and Indemnity. 17.1 9.1 We shall not be liable will make Transaction Reports on a reasonable efforts basis and without liability for any default loss, cost, charge, fee, expense, damage or liability, including, for the avoidance of doubt, any counterpartyregulatory penalty or fine, bankloss of profit, custodianrevenue, sub-custodian business or other entity goodwill (apart whether direct or indirect) resulting from an affiliated company of ours) which holds money, investments any act or other documents of title on your behalf or with or through whom Transactions on your behalf are conducted. 17.2 We will not be liable for loss suffered by you omission made in connection with this Agreement, other than to the Services unless such loss extent arising directly arises from our (or our agents’) gross negligence, wilful default or fraud. 17.3 Save 9.2 We have no obligation in respect of, and accept no liability for, verifying the validity or accuracy of the data which you provide to the extent we may otherwise expressly agree, you undertake to keep us, our agents and employees fully and effectually indemnified against all costs, charges, claims, liabilities, fees and expenses whatsoever incurred by us and them pursuant to or in connection with on the provision basis of the Services unless the same arise directly from our or their gross negligence, wilful default or fraudwhich part of each Transaction Report will be formed. 17.4 Neither we nor any of our officers 9.3 We shall not be liable for any loss arising from any act or omission of any agent or third party (apart from an affiliated company of ours) who performs Services pursuant to these Terms except to the extent that such loss is caused by wilful default, fraud or gross negligence in the selection of such agents or third parties on the part of us or our officers. 17.5 In no event shall we or any of our officers be liable for any indirect, consequential or special loss, howsoever arising. 17.6 Whilst we will endeavour to comply with our obligations in a timely manner, we will incur no liability whatsoever for any partial or non- non-performance of our obligations the Reporting Obligation by reason of any cause beyond technical error, breakdown or failure of transmission, communication or computer facilities where such technical error, breakdown or failure is outside of our (and/or our affiliates’ and/or agents’) control, provided that we shall use reasonable control including but not limited efforts to correct, repair or retransmit any such technical error, breakdown or failure as soon as reasonably practicable after having become aware of such technical error, breakdown or failure. 9.4 Any information provided to the Relevant Trade Repository for the purposes of complying with the Reporting Obligation is provided without prejudice to the rights, powers, remedies and privileges provided by law in relation to any communications, systems present or computer failure, market future dispute between you and us in relation to the information provided that failure by either you or us to take any actions required by this Agreement shall not constitute an event of default, suspensionhowsoever defined, failure under the trading documentation between you and us. 9.5 Any reporting of Valuation or closureCollateral Data by us under this Agreement will not constitute acceptance by us of the adequacy or sufficiency of the amount, value or type of collateral you provide to us in respect of the Relevant Transactions. 9.6 Where we report Valuation and Collateral Data in accordance with Clause 5.2, we accept no responsibility for the accuracy of such data obtained from the CCP. 9.7 We will not make copies of Transaction Reports available for your review and you must make arrangements directly with the Relevant Trade Repository for direct access to its systems in order to review any Transaction Reports submitted by us on any Fund’s behalf. You will promptly review all Transaction Reports accessed by you through the Relevant Trade Repository and shall notify us immediately of any inaccuracies in any Transaction Report or of any amendments which may be required to any Transaction Report. You agree that you will not amend any Transaction Report submitted to a Relevant Trade Repository without our agreement. 9.8 We are not acting as fiduciary for, or an adviser to, you or the imposition Fund(s) in respect of this Agreement. 9.9 You will indemnify each of us against any loss, cost, expense or change liability (including a change reasonable legal fees) incurred by or awarded against any of interpretation) us in connection with provision of any law or governmental or regulatory requirement and we shall not be held liable for any loss you may incur as a result thereof. 17.7 Nothing under Liability and Indemnity above seeks to exclude or restrict; or rely on any exclusion or restriction of; any duty or liability we may have trade reporting services to you under the regulatory systemthis Agreement (including, without limitation, any action, claim, investigation or proceeding to preserve or enforce rights) other than arising from our gross negligence, fraud or wilful default.

Liability and Indemnity. 17.1 We shall 18.1. If You are acquiring the Member Services supplied pursuant to this Agreement other than for the purposes of a business, nothing in this Agreement limits or excludes any rights you have under the Consumer Guarantees Act 1993, the Fair Trading Act 1986 or any other legislation or law which cannot be lawfully excluded. 18.2. If You use any Member Services supplied pursuant to this Agreement for the purposes of a business, or if you indicate to us that You are doing so: (a) the guarantees under the Consumer Guarantees Act 1993 will not apply and sections 9, 12A, 13 and 14(i) of the Fair Trading Act 1986 do not apply; and (b) all conditions, warranties and guarantees implied in the terms and conditions of this Agreement are excluded, to the full extent permitted by law. 18.3. Neither party will be liable to the other for any default indirect, special or consequential loss or damage incurred by the other party, including liability for loss of profits, loss of business opportunity, loss of savings, loss of revenue or any counterpartyother economic loss, bankor loss or corruption of data or loss of goodwill, custodian, sub-custodian regardless of the cause of such loss or other entity (apart from an affiliated company damage or whether We or You have been advised of ours) which holds money, investments the possibility of such loss or other documents of title on your behalf or with or through whom Transactions on your behalf are conducteddamage. 17.2 18.4. Subject to clause 18.1 and except for any willful breach by Us of clauses 7.9(b) or 7.10 and except for Our liability to indemnify you under clause 13.5, to the maximum extent permitted by law, We will not have any liability to You for: (a) any loss or damage howsoever incurred in relation to Your use of or inability to use the Member Portal and/or Member Services; (b) any and all claims brought against You by a third party to whom You provide products or services; (c) the acts or omissions of any third party, including the suppliers which have been engaged by Us for the purpose of supplying or maintaining any Member Services; or (d) any matter for which You are responsible under this Agreement. 18.5. Subject to clause 18.1, , Our total liability to You or anyone claiming through You, under or in relation to this Agreement and howsoever arising is limited, in the aggregate, for all claims, at an amount equivalent to the Service Charges paid by You for any relevant Member Services in the 12-month period preceding the date of the event that gave rise to the last claim, and which cap is reduced to the extent a Force Majeure Event was, or You were, responsible for such loss. 18.6. You release and indemnify Us and Our Representatives (those indemnified) from and against all third-party actions, claims and demands which may be liable instituted against those indemnified, and all loss (including reasonable legal costs) for loss liability incurred or suffered by you any of those indemnified, where such action, claim, demand, loss or liability was caused by or arises out of: (a) Your use of the Member Portal or any of the Member Services; (b) a breach of this Agreement or any negligent act or omission by You or Your Representatives; (c) Your Equipment or data generated by Your Equipment or your networks, systems or facilities (d) damage or loss to Our property or the property of any third party caused by You or Your Representatives; (e) disruption to, interference with or deterioration or degradation of Our network caused by You or Your Representatives; (f) the installation, repair, operation or removal of Your Equipment; (g) any use by You or Your Representatives of any software, data and other materials and information stored on or transmitted by any of Your Equipment. 18.7. You acknowledge that Our suppliers do not by virtue of this Agreement have any contractual relationship with You and are not directly providing You with any services under this Agreement. 18.8. To the maximum extent permitted by law, all liability of Our suppliers in connection with the supply of services to Us that We use to supply Member Services unless such loss directly arises from our gross negligenceto You is excluded and You agree not to bring any claim against them, wilful default their related companies (as that term is defined in the Companies Act 1993) or fraud. 17.3 Save to the extent we may otherwise expressly agree, you undertake to keep us, our agents and employees fully and effectually indemnified against all costs, charges, claims, liabilities, fees and expenses whatsoever incurred by us and them pursuant to personnel arising out of or in connection with the provision of the Services unless the same arise directly from our or their gross negligence, wilful default or fraudany Member Services. 17.4 Neither we nor any of our officers shall be liable for any loss arising from any act or omission of any agent or third party (apart from an affiliated company of ours) who performs Services pursuant to these Terms except to the extent that such loss is caused by wilful default, fraud or gross negligence in the selection of such agents or third parties on the part of us or our officers. 17.5 In no event shall we or any of our officers be liable for any indirect, consequential or special loss, howsoever arising. 17.6 Whilst we will endeavour to comply with our obligations in a timely manner, we will incur no liability whatsoever for any partial or non- performance of our obligations by reason of any cause beyond our reasonable control including but not limited to any communications, systems or computer failure, market default, suspension, failure or closure, or the imposition or change (including a change of interpretation) of any law or governmental or regulatory requirement and we shall not be held liable for any loss you may incur as a result thereof. 17.7 Nothing under Liability and Indemnity above seeks to exclude or restrict; or rely on any exclusion or restriction of; any duty or liability we may have to you under the regulatory system.

Liability and Indemnity. 17.1 We shall 17.1. If You are acquiring the Member Services supplied pursuant to this Agreement other than for the purposes of a business, nothing in this Agreement limits or excludes any rights you have under the Consumer Guarantees Act 1993, the Fair Trading Act 1986 or any other legislation or law which cannot be lawfully excluded. 17.2. If You use any Member Services supplied pursuant to this Agreement for the purposes of a business, or if you indicate to us that You are doing so: (a) the guarantees under the Consumer Guarantees Act 1993 will not apply and sections 9, 12A and 13 of the Fair Trading Act 1986 do not apply; and (b) all conditions, warranties and guarantees implied in the terms and conditions of this Agreement are excluded, to the full extent permitted by law. 17.3. Neither party will be liable to the other for any default indirect, special or consequential loss or damage incurred by the other party, including liability for loss of profits, loss of business opportunity, loss of savings, loss of revenue or any counterpartyother economic loss, bankor loss or corruption of data or loss of goodwill, custodian, sub-custodian regardless of the cause of such loss or other entity (apart from an affiliated company damage or whether We or You have been advised of ours) which holds money, investments the possibility of such loss or other documents of title on your behalf or with or through whom Transactions on your behalf are conducteddamage. 17.2 17.4. Subject to clause 17.1 and except for any willful breach by Us of clauses 7.9 or Error! Reference source not found. and except for Our liability to indemnify you under clause 13.3, to the maximum extent permitted by law, We will not have any liability to You for: (a) any loss or damage howsoever incurred in relation to Your use of or inability to use the Member Portal; (b) any and all claims brought against You by a third party to whom You provide products or services; (c) the acts or omissions of any third party; or (d) any matter for which You are responsible under this Agreement. 17.5. Subject to clause 17.1, , Our total liability to You or anyone claiming through You, under or in relation to this Agreement and howsoever arising is limited, in the aggregate, for all claims, at an amount equivalent to the Service Charges paid by You for any relevant Member Services in the 12-month period preceding the date of the event that gave rise to the last claim, and which cap is reduced to the extent a Force Majeure Event was, or You were, responsible for such loss. 17.6. You release and indemnify Us and Our Representatives (those indemnified) from and against all third- party actions, claims and demands which may be liable instituted against those indemnified, and all loss (including reasonable legal costs) for loss liability incurred or suffered by you any of those indemnified, where such action, claim, demand, loss or liability was caused by or arises out of: (a) Your use of the Member Portal or any of the Member Services; (b) a breach of this Agreement or any negligent act or omission by You or Your Representatives; (c) Your Equipment or data generated or transmitted by Your Equipment or your networks, systems or facilities; (d) damage or loss to Our property or the property of any third party caused by You or Your Representatives; (e) disruption to, interference with or deterioration or degradation of Our network caused by You or Your Representatives; (f) the installation, repair, operation or removal of Your Equipment except where that is performed by Us; (g) any use by You or Your Representatives of any software, data and other materials and information stored on or transmitted by any of Your Equipment. 17.7. You acknowledge that Our suppliers do not by virtue of this Agreement have any contractual relationship with You and are not directly providing You with any services under this Agreement. 17.8. To the maximum extent permitted by law, all liability of Our suppliers in connection with the supply of services to Us that We use to supply Member Services unless such loss directly arises from our gross negligenceto You is excluded and You agree not to bring any claim against them, wilful default their related companies (as that term is defined in the Companies Act 1993) or fraud. 17.3 Save to the extent we may otherwise expressly agree, you undertake to keep us, our agents and employees fully and effectually indemnified against all costs, charges, claims, liabilities, fees and expenses whatsoever incurred by us and them pursuant to personnel arising out of or in connection with the provision of the Services unless the same arise directly from our or their gross negligence, wilful default or fraudany Member Services. 17.4 Neither we nor any of our officers shall be liable for any loss arising from any act or omission of any agent or third party (apart from an affiliated company of ours) who performs Services pursuant to these Terms except to the extent that such loss is caused by wilful default, fraud or gross negligence in the selection of such agents or third parties on the part of us or our officers. 17.5 In no event shall we or any of our officers be liable for any indirect, consequential or special loss, howsoever arising. 17.6 Whilst we will endeavour to comply with our obligations in a timely manner, we will incur no liability whatsoever for any partial or non- performance of our obligations by reason of any cause beyond our reasonable control including but not limited to any communications, systems or computer failure, market default, suspension, failure or closure, or the imposition or change (including a change of interpretation) of any law or governmental or regulatory requirement and we shall not be held liable for any loss you may incur as a result thereof. 17.7 Nothing under Liability and Indemnity above seeks to exclude or restrict; or rely on any exclusion or restriction of; any duty or liability we may have to you under the regulatory system.

Liability and Indemnity. 17.1 19.1 It is the Company’s and Client’s obligation to abide by current UK health and safety, environmental and waste legislation. We will provide, to the best of our knowledge, advice, guidance and best practice within the realms of current UK legislation based on the information provided by the Client. Where we have good reason to believe that our professional advice is not being followed, we shall take reasonable steps to ensure that any Client overruling or neglecting our advice is formally made aware of the potential adverse consequences which may result. We, our employees or agents shall not be liable for any default of any counterparty, bank, custodian, sub-custodian or other entity (apart from an affiliated company of ours) which holds money, investments or other documents of title on your behalf or with or through whom Transactions on your behalf are conductedconsequences should our professional advice not be taken. 17.2 We will 19.2 We, our employees or agents shall not be liable for loss suffered any adverse consequences where the Client has withheld information necessary for us to provide professional advice. 19.3 It is imperative that we are kept informed of any changes within the business that may or may not have an effect on the Client’s requirements, legal or otherwise. Should this information not be forthcoming from the Client, or our requests for information not be responded to by you the Client, we shall have no liability whatsoever for any effects on the Client’s business requirements for which we have not been made aware or had no response to requests and have the right to terminate the contract forthwith without any financial or other liability to us whatsoever. 19.4 Except in connection with the Services unless such loss directly arises from respect of death or personal injury caused by our gross negligence, wilful default we will not by reason of any representation, implied warranty, condition or fraud. 17.3 Save to other term, or any duty at common law or under the extent we may otherwise expressly agreeexpress terms contained herein, you undertake to keep us, our agents and employees fully and effectually indemnified against all costs, charges, claims, liabilities, fees and expenses whatsoever incurred by us and them pursuant to or in connection with the provision of the Services unless the same arise directly from our or their gross negligence, wilful default or fraud. 17.4 Neither we nor any of our officers shall be liable for any loss arising from of profit or any act indirect, special or omission of any agent consequential loss, damage, costs, expenses or third party other claims (apart from an affiliated company of ours) who performs Services pursuant to these Terms except to the extent that such loss is whether caused by wilful default, fraud or gross negligence in the selection of such agents or third parties on the part of us or our officers. 17.5 In no event shall we employees, agents or any of our officers be liable for any indirect, consequential or special loss, howsoever arising. 17.6 Whilst we will endeavour to comply otherwise) in connection with our obligations in a timely manner, we will incur no liability whatsoever for any partial or non- the performance of our obligations under the Agreement. 19.5 In the event of a breach by reason us of any cause beyond our reasonable control including but not express obligations under these Terms and Conditions, the remedies of the Client will be limited to damages, which in any communicationsevent, systems shall not exceed the fees paid by the Client for the Services. 19.6 The Client shall indemnify us against all damages, costs, claims and expenses suffered by us arising from loss or computer failure, market default, suspension, failure or closuredamage to any equipment (including that of third parties) caused by the Client, or the imposition his agents or change (including a change of interpretation) of any law or governmental or regulatory requirement and we shall not be held liable for any loss you may incur as a result thereofemployees. 17.7 Nothing under Liability and Indemnity above seeks to exclude or restrict; or rely on any exclusion or restriction of; any duty or liability we may have to you under the regulatory system.

Liability and Indemnity. 17.1 We shall do not be liable accept liability for any default loss, including loss of any counterpartyprofit, bank, custodian, sub-custodian costs or other entity (apart from an affiliated company of ours) which holds money, investments expenses suffered or other documents of title on your behalf or with or through whom Transactions on your behalf are conducted. 17.2 We will not be liable for loss suffered incurred by you in connection with the Services unless such loss directly arises from our gross negligence, wilful default or fraud. 17.3 Save to the extent we may otherwise expressly agree, you undertake to keep us, our agents and employees fully and effectually indemnified against all costs, charges, claims, liabilities, fees and expenses whatsoever incurred by us and them pursuant to as a result of or in connection with the provision of services herein by us unless, and then only to the Services unless extent that, such loss, costs or expenses are caused by negligence on our part or on the same part of our staff in the provision of such services or any failure by us to comply with the applicable FCA Rules. Without prejudice to the generality of the foregoing, we also do not accept liability for: (a) any adverse tax consequences which may arise directly as a result of the purchase, retention or disposal of investments by you; or (b) any losses, costs, expenses or liabilities arising out of the fraudulent or criminal actions or omissions of third parties where we have followed our standard security procedures from time to time. You undertake to indemnify K&S and each of its directors, employees and agents on an after-tax basis, against any liabilities, reasonable costs and expenses (including legal costs) and all duties and taxes (other than our corporation tax) which are caused by: (a) the provision by K&S of its services to you; (b) any material breach by you of any of these Terms; (c) any default or their gross negligence, failure by you in performing your obligations to make delivery or payment when due; or (d) any defect in title or any fraud or forgery in relation to any investments delivered to K&S by or on your behalf or in relation to any instrument of transfer in relation to such investments (including any electronic instruction) purporting to transfer such investments. K&S shall not be entitled to be indemnified against the consequences to K&S of its own negligence or wilful default or fraud. 17.4 Neither we nor any contravention by K&S of any provision of FCA Rules. We shall not have any liability for any circumstance or failure to provide any of the services described herein if such circumstance or failure results wholly or partly from any event or state of affairs beyond our reasonable control (including, without limitation, any failure of communication, settlement, computer or accounting system or equipment, any failure or interruption in the supply of data, any political crisis or terrorist action, the suspension or limitation of trading by any exchange or clearing house or any fire, flood or other natural disaster) and, in such circumstances, any of our officers obligations shall be liable for suspended pending resolution of the event or state of affairs in question. The provisions of this Clause shall continue to apply notwithstanding the fact that we cease to provide services and shall be in addition to any loss arising from any act other right of indemnity or omission claim of any agent or third party (apart from an affiliated company of ours) who performs Services indemnified person whether pursuant to these Terms except to the extent that such loss is caused by wilful default, fraud or gross negligence in the selection of such agents or third parties on the part of us or our officers. 17.5 In no event shall we or any of our officers be liable for any indirect, consequential or special loss, howsoever arising. 17.6 Whilst we will endeavour to comply with our obligations in a timely manner, we will incur no liability whatsoever for any partial or non- performance of our obligations by reason of any cause beyond our reasonable control including but not limited to any communications, systems or computer failure, market default, suspension, failure or closure, or the imposition or change (including a change of interpretation) of any law or governmental or regulatory requirement otherwise and we shall not be held liable for affected by any loss you may incur forbearance, whether as a result thereofto payment, time, performance or otherwise. 17.7 Nothing under Liability and Indemnity above seeks to exclude or restrict; or rely on any exclusion or restriction of; any duty or liability we may have to you under the regulatory system.

Liability and Indemnity. 17.1 We Neither party shall not be liable to the other under this Agreement for any default loss of profits, business, contracts, data, market shares, anticipated savings, goodwill or revenue or for any counterpartyother indirect, bankspecial or consequential loss or damage whatsoever, custodian, sub-custodian or other entity (apart from an affiliated company howsoever arising out of ours) which holds money, investments or other documents of title on your behalf or with or through whom Transactions on your behalf are conducted. 17.2 We will not be liable for loss suffered by you in connection with the Services unless such loss directly arises from our gross negligence, wilful default or fraud. 17.3 Save to the extent we may otherwise expressly agree, you undertake to keep us, our agents and employees fully and effectually indemnified against all costs, charges, claims, liabilities, fees and expenses whatsoever incurred by us and them pursuant to or in connection with the provision performance of its obligations under this Agreement or any breach of this Agreement provided (i) that nothing in this Agreement shall exclude or restrict either party’s liability for death or personal injury resulting from the negligence of that party or for any other liability which cannot be excluded or restricted by law and (ii) that this clause shall not apply to any matters referred to in the Licence Agreement. The Producer shall indemnify and keep indemnified Hull 2017 from and against all losses, actions, proceedings, damages, claims, costs, expenses and liabilities of whatever nature arising from or relating to: any breach of the Services unless Agreement (which for the same arise directly from our or their gross negligence, wilful default or fraud. 17.4 Neither we nor any avoidance of our officers shall be liable for any loss arising from any act or omission doubt includes breach of any agent obligations or third party warranties contained in this Agreement), common law or statute by the Producer (apart from an affiliated company or any person for whom the Producer is responsible); or any claim in connection with the Production arising out of ours) who performs Services pursuant to these Terms except to the extent that such loss is caused by action or default of the Producer; or any fraud, recklessness, wilful default, fraud negligence, or gross negligence in incompetence by or of the selection of such agents or third parties on the part of us or our officers. 17.5 In no event shall we or any of our officers be liable for any indirect, consequential or special loss, howsoever arising. 17.6 Whilst we will endeavour to comply with our obligations in a timely manner, we will incur no liability whatsoever for any partial or non- performance of our obligations by reason of any cause beyond our reasonable control Producer (including but not limited to its employees, contractors and/or agents), which may be brought against Hull 2017 or incurred by it, arising directly or indirectly out of or in connection with the Producer’s performance of this Agreement. save that this indemnity shall not apply to the extent that the Producer can demonstrate that such claims, proceedings, actions, damages, liability, costs, losses and expenses arise from any communicationsfraudulent, systems or computer failurereckless, market default, suspension, failure or closurenegligent, or grossly incompetent act or omission by Hull 2017 including but not limited to its staff, contractors or agents. Hull 2017 shall reimburse the imposition or change (including a change Producer in respect of interpretation) all direct losses, actions, claims, costs and liabilities arising out of any breach of this Agreement, common law or governmental statute by Xxxx 2017 or regulatory requirement and we shall not be held liable any person for any loss you may incur as a result thereofwhom Hull 2017 is directly responsible. 17.7 Nothing under Liability and Indemnity above seeks to exclude or restrict; or rely on any exclusion or restriction of; any duty or liability we may have to you under the regulatory system.

Liability and Indemnity. 17.1 We shall not be liable for any default of any counterpartyNeither Cantor nor PSIL (nor their respective directors, bank, custodian, sub-custodian employees or other entity (apart from an affiliated company of oursagents) which holds money, investments or other documents of title on your behalf or with or through whom Transactions on your behalf are conducted. 17.2 We will not be liable for loss suffered by you in connection with the Services unless such loss directly arises from our gross negligence, wilful default or fraud. 17.3 Save to the extent we may otherwise expressly agree, you undertake to keep us, our agents and employees fully and effectually indemnified against all costs, charges, claims, liabilities, fees and expenses whatsoever incurred by us and them pursuant to or in connection with the provision of the Services unless the same arise directly from our or their gross negligence, wilful default or fraud. 17.4 Neither we nor any of our officers shall be liable for any loss arising or damage suffered by you as a direct or indirect result of the provision by Xxxxxx or PSIL of its services, save that nothing in these terms shall exclude or restrict liability of PSIL resulting from any act or omission of any agent or third party (apart from an affiliated company of ours) who performs Services pursuant to these Terms except to the extent that such loss is caused by wilful defaultnegligence, fraud or gross negligence in the selection wilful default or contravention of such agents or third parties CBOI rules on the part of us Cantor and or our officers.PSIL. Neither Cantor nor PSIL shall have any liability for any market or trading losses you may incur. You undertake to indemnify Xxxxxx and PSIL and each of their respective directors, employees and agents (“Indemnified Persons”) on an after tax basis against any liabilities, reasonable costs and expenses (including legal costs) and all duties and taxes (other than Xxxxxx’x and PSIL’s corporation tax) which are caused by: 17.5 In no event shall we (i) the provision by Xxxxxx and/or PSIL of their services to you; (ii) any material breach by you of any of these terms; (iii) any default or failure by you in performing your obligations to make delivery or payment when due; or (iv) any defect in title or any of our officers be liable for any indirect, consequential fraud or special loss, howsoever arising. 17.6 Whilst we will endeavour to comply with our obligations forgery in a timely manner, we will incur no liability whatsoever for any partial or non- performance of our obligations by reason of any cause beyond our reasonable control including but not limited relation to any communications, systems investments delivered to Cantor and or computer failure, market default, suspension, failure PSIL by or closure, on your behalf or the imposition or change in relation to any instrument of transfer in relation to such investments (including a change of interpretationany electronic instruction) of any law or governmental or regulatory requirement and we purporting to transfer such investments. PSIL shall not be held liable entitled to be indemnified against the consequences to PSIL of their own fraud, negligence or wilful default or any contravention by PSIL of any provision of the CBOI’s rules or applicable law. You hereby acknowledge that Xxxxxx and PSIL and any related party shall not in any event be responsible and shall have no liability for any loss or damage (whether arising directly or indirectly), whether of profits, revenue or goodwill or any indirect or consequential losses (including loss of profit or loss or damage to business or reputation), liabilities, claims, expenses, awards, proceedings and costs, regardless of whether the possibility of such losses, damages, liabilities, claims, expenses, awards, proceedings and costs was disclosed to or could reasonably have been paragraph 1.A. above. Neither Cantor nor PSIL shall have any liability for any circumstance or failure to provide any service if such circumstance or failure results from any event or state of affairs beyond the control of Cantor or PSIL, including, without limitation, any failure of communication, computer systems, settlement computer or accounting systems or equipment, any failure or interruption in the supply of data, any political crisis or terrorist action or the suspension of trading by any exchange or clearing house or any fire, flood, or other natural disaster. In such circumstances, any of Cantors or PSIL’s obligations shall be suspended pending resolution of the event or state of affairs in question. See also paragraph 36 below (force majeure). The provisions of this paragraph 13 shall continue to apply notwithstanding the fact that Cantor or PSIL cease to provide services and shall be in addition to any other right of indemnity or claim of any Indemnified Person whether pursuant to these terms or otherwise and shall not be affected by any forbearance, whether as to payment, time, performance or otherwise. In the event that you may incur as have a result thereofContracts for Difference (CFD) exposure and you are on a margin call with the CFD provider and the position is not closed out or settled by the CFD provider (including due to insufficient funds), then Xxxxxx will have no liability for any losses incurred by you due to such non settlement or non closure. 17.7 Nothing under Liability and Indemnity above seeks to exclude or restrict; or rely on any exclusion or restriction of; any duty or liability we may have to you under the regulatory system.

Liability and Indemnity. 17.1 11.1 I/We acknowledge that there are risks in authorizing Xxx Xxxx to operate on my/our Account and I/we hereby undertake and agree to indemnify Xxx Xxxx from and against all actions, proceedings, damages, expenses or losses which Xxx Xxxx may suffer, incur or sustain by reason or on account of Xxx Xxxx’x having accepted this authorization under this Agreement. 11.2 Xxx Xxxx (other than in the event of gross negligence or willful breach of any duty or obligation under this Agreement on the part of Xxx Xxxx) shall not be liable to me/us for any act or omission in the course of or in the connection with the services rendered by it hereunder or for any loss or damage which I/we may sustain or suffer as a result of or in the course of carrying out this appointment hereunder. 11.3 Without prejudice to clause 8.1 hereinabove, no representation or warranty is given by Xxx Xxxx or its officer/staff/agent/representative as to the performance or profitability of any Investment purchased/arranged by Xxx Xxxx on my/our behalf and neither Xxx Xxxx nor any of its officers, employees, agents or representatives will in any circumstances be liable for any loss of opportunity whereby the value of the Investment could have been increased or for any decline in such value, Xxx Xxxx does not guarantee that the Investments or any part of it will not affected by adverse tax consequences and I/we shall consult my/our own tax consultant for any advice on my/our tax affairs. 11.4 Xxx Xxxx shall not be responsible for any default of any counterpartydealer, counter party, bank, custodiansecurities and futures brokerage firm, sub-custodian financial institutions or other entity (apart from an affiliated company of ours) any party which holds money, investments Investment or other title documents of title on your behalf for the Client or with or through whom Transactions transactions on your my/our behalf are conductedconducted in respect of the Investments. For the avoidance of doubt, I/we expressly agree and acknowledge that Xxx Xxxx shall not liable to any redemption and/or liquidity of my/our investments. 17.2 11.5 I/We will not be liable for loss suffered by you in connection with the Services unless such loss directly arises agree to indemnify Xxx Xxxx from our gross negligenceand against any and all liabilities, wilful default or fraud. 17.3 Save to the extent we may otherwise expressly agreeobligations, you undertake to keep uslosses, our agents and employees fully and effectually indemnified against all damages, penalties, actions, judgements, suits, costs, charges, claims, liabilities, fees and expenses or disbursements of any kind or nature whatsoever incurred by us and them pursuant to which may be imposed on or in connection with the provision asserted against Xxx Xxxx as a result of the Services unless the same arise directly from our or their gross negligence, wilful default or fraud. 17.4 Neither we nor any of our officers shall be liable for any loss arising from any act or omission in relation to the Investment on mine/our behalf by Xxx Xxxx and/or the fund houses/securities and futures brokerage firms/financial institutions (other than in the event of gross negligence or willful breach of any agent duty or third party (apart from an affiliated company of ours) who performs Services pursuant to these Terms except to the extent that such loss is caused by wilful default, fraud or gross negligence in the selection of such agents or third parties obligation under this Agreement on the part of us or our officersXxx Xxxx). 17.5 In no event shall 11.6 I/We acknowledge that valuation prices are subject to market prices changes and fluctuations; therefore, I/we am/are requested to refer to my/our financial advisor or any of our officers be liable fund houses for any indirect, consequential or special loss, howsoever arising. 17.6 Whilst we will endeavour to comply with our obligations in a timely manner, we will incur no liability whatsoever for any partial or non- performance of our obligations by reason of any cause beyond our reasonable control including but not limited to any communications, systems or computer failure, market default, suspension, failure or closure, or the imposition or change (including a change of interpretation) of any law or governmental or regulatory requirement and we current prices. I/We acknowledge that Xxx Xxxx shall not be held liable responsible for information found on its web, if any. 11.7 Xxx Xxxx shall not be obliged to take any action on my/our behalf unless Xxx Xxxx shall be satisfied that I/we have fully indemnified or secured Xxx Xxxx in respect of all costs and liabilities which may be incurred or suffered by Xxx Xxxx as a result of taking any such action. 11.8 Notwithstanding any other provisions of this Agreement, Xxx Xxxx shall not be responsible for any loss you may incur or expense suffered or incurred by me/us arising from any delay, failure or inability of Xxx Xxxx to discharge any of its obligations or liabilities under this Agreement as a result thereof. 17.7 Nothing under Liability and Indemnity above seeks to exclude of any reasons or restrict; cause beyond Xxx Xxxx’x reasonable control, including without limitation, any order, law, control, regulation, directive, levy tax, embargo, moratorium, exchange control or rely restriction or other act of any government whether de facto or de jure or other authority, any breakdown or failure of transmission or instruction or in computer facilities, postal or other strike, closure or suspension of trading on any exclusion exchange, board of trade, market or restriction of; clearing house, any duty natural disasters, fire, flood, severe weather or liability we may have to you under the regulatory systemexplosion.