Common use of Liability Caps Clause in Contracts

Liability Caps. OTHER THAN WITH RESPECT TO CLAIMS AND LOSSES ARISING FROM (I) SPOT TRADING OF BTC OR ETH (WHICH FOR THE AVOIDANCE OF DOUBT SHALL NOT INCLUDE DERIVATIVES TRANSACTIONS ON BTC OR ETH), (II) FRAUD OR WILFULL MISCONDUCT OF THE COINBASE ENTITIES, (III) THE MUTUALLY CAPPED LIABILITIES (DEFINED BELOW), AND NOTWITHSTANDING ANY OTHER PROVISION XXXXX, IN NO EVENT SHALL ANY COINBASE ENTITY’S AGGREGATE LIABILITY HEREUNDER EXCEED THE GREATER OF (A) THE GREATER OF (i) $5 MILLION AND (ii) THE AGGREGATE AMOUNT OF FEES PAID BY CLIENT TO COINBASE IN THE 12-MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY AND (B) THE VALUE OF THE CASH OR AFFECTED DIGITAL ASSETS GIVING RISE TO SUCH LIABILITY. ADDITIONALLY, SOLELY WITH RESPECT TO CUSTODIAL SERVICES, IN NO EVENT SHALL COINBASE CUSTODY’S AGGREGATE LIABILITY IN RESPECT OF EACH COLD STORAGE ADDRESS EXCEED ONE HUNDRED MILLION US DOLLARS (US$100,000,000) “MUTUALLY CAPPED LIABILITIES” MEANS (I) CLAIMS AND LOSSES ARISING FROM A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, (II) A PARTY’S INDEMNITY OBLIGATIONS SET FORTH IN SECTION 21 HEREOF AND (III) CLAIMS AND LOSSES ARISING FROM THE VIOLATION, MISAPPROPRIATION, OR INFRINGEMENT BY A PARTY OF ANY THIRD PARTY INTELLECTUAL AND/OR INDUSTRIAL PROPERTY RIGHTS, INCLUDING PATENT RIGHTS, COPYRIGHTS, MORAL RIGHTS, TRADEMARKS, TRADE NAMES, SERVICE MARKS, TRADE SECRETS, RIGHTS IN INVENTIONS (INCLUDING APPLICATIONS FOR, AND REGISTRATIONS, EXTENSIONS, RENEWALS, AND RE-ISSUANCES OF THE FOREGOING). OTHER THAN WITH RESPECT TO LIABILITIES ARISING FROM A PARTY’S WILFULL MISCONDUCT OR FRAUD, AND NOTWITHSTANDING ANY OTHER PROVISION HEREOF, IN NO EVENT WILL ANY PARTY’S LIABILITY FOR A MUTUALLY CAPPED LIABILITY EXCEED THE GREATER OF FIVE MILLION US DOLLARS (US$5,000,000) AND THE AGGREGATE AMOUNT OF FEES PAID BY CLIENT TO COINBASE IN THE 12- MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY. FOR PURPOSES OF THIS SECTION 22.2: (I) WITH RESPECT TO CLAIMS AND LOSSES RELATED TO A SALE OR AN INTENDED SALE, THE VALUE OF CASH OR SUPPORTED ASSETS SHALL BE THE EXECUTION PROCEEDS OF SUCH SALE OR INTENDED SALE BY REFERENCE TO THE BENCHMARK VALUATION ON THE DATE OF THE SALE OR INTENDED SALE; AND (II) WITH RESPECT TO CLAIMS AND LOSSES RELATED TO A WITHDRAWAL OR TRANSFER OF DIGITAL ASSETS, THE VALUE OF SUCH DIGITAL ASSETS SHALL BE DETERMINED BY REFERENCE TO THE BENCHMARK VALUATION ON THE DATE DELIVERY OF SUCH DIGITAL ASSETS IN CONNECTION WITH SUCH WITHDRAWAL OR TRANSFER IS DUE IN ACCORDANCE WITH THE TERMS OF THIS COINBASE PRIME BROKERAGE AGREEMENT, INCLUDING WITHOUT LIMITATION, FOR THE AVOIDANCE OF DOUBT, ADDENDUM 2. AS A BEST PRACTICE, TRUST COMPANY RECOMMENDS LIMITING THE VALUE OF DIGITAL ASSETS DEPOSITED IN EACH COLD STORAGE ADDRESS TO LESS THAN EIGHTY MILLION US DOLLARS (US$80,000,000). THE COINBASE ENTITIES WILL USE COMMERCIALLY REASONABLE EFFORTS TO MONITOR THE BALANCE IN CLIENT’S CUSTODY ACCOUNTS AND COLD STORAGE ADDRESSES AND WILL NOTIFY CLIENT WHEN THE AMOUNT OF DIGITAL ASSETS APPROACHES EIGHTY MILLION US DOLLARS (US$80,000,000) FOR A SPECIFIC ADDRESS.

Liability Caps. OTHER THAN WITH RESPECT TO CLAIMS AND LOSSES ARISING FROM EXCEPT FOR THE: (I) SPOT TRADING OF BTC OR ETH (WHICH FOR THE AVOIDANCE OF DOUBT SHALL NOT INCLUDE DERIVATIVES TRANSACTIONS ON BTC OR ETH), EXCLUDED LIABILITIES; (II) FRAUD FRAUD; OR WILFULL MISCONDUCT OF THE COINBASE ENTITIES, (III) THE MUTUALLY CAPPED LIABILITIES (DEFINED BELOW), AND NOTWITHSTANDING ANY OTHER PROVISION XXXXXWILLFUL MISCONDUCT, IN NO EVENT SHALL ANY COINBASE ENTITY’S AGGREGATE LIABILITY WITH RESPECT TO ANY BREACH OF ITS OBLIGATIONS HEREUNDER EXCEED THE GREATER OF (A) THE GREATER VALUE OF (i) $5 MILLION THE SUPPORTED DIGITAL ASSETS INVOLVED IN THE TRANSACTION GIVING RISE TO SUCH LIABILITY AND (iiB) THE AGGREGATE AMOUNT OF FEES PAID BY CLIENT TO SUCH COINBASE ENTITY IN RESPECT OF THE PRIME BROKER SERVICES IN THE 12-MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY, AND SOLELY IN RESPECT OF CUSTODIAL SERVICES PROVIDED PURSUANT TO THE CUSTODY AGREEMENT, THE LIABILITY AND OF COINBASE CUSTODY SHALL NOT EXCEED THE GREATER OF (Bi) THE AGGREGATE AMOUNT OF FEES PAID BY CLIENT TO COINBASE CUSTODY IN RESPECT OF THE CUSTODIAL SERVICES IN THE 12-MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY; OR (ii) THE VALUE OF THE CASH OR AFFECTED SUPPORTED DIGITAL ASSETS ON DEPOSIT IN CLIENT’S CUSTODIAL ACCOUNT(S) INVOLVED IN THE EVENT GIVING RISE TO SUCH LIABILITY. ADDITIONALLYLIABILITY AT THE TIME OF SUCH EVENT (THE VALUE OF WHICH SHALL BE CALCULATED AT THE AVERAGE UNITED STATES DOLLAR ASK PRICE, SOLELY WITH RESPECT TO CUSTODIAL SERVICESAT THE TIME OF SUCH EVENT, OF THE THREE (3) LARGEST U.S.-BASED EXCHANGES (BY TRAILING 30-DAY VOLUME) WHICH OFFER THE RELEVANT DIGITAL CURRENCY OR DIGITAL ASSET/USD TRADING PAIR, AS RELEVANT); PROVIDED, THAT IN NO EVENT SHALL COINBASE CUSTODY’S AGGREGATE LIABILITY IN RESPECT OF EACH COLD STORAGE ADDRESS EXCEED ONE HUNDRED MILLION US DOLLARS (US$100,000,000) $100,000,000.00 USD). THE “MUTUALLY CAPPED EXCLUDED LIABILITIES” MEANS (I) CLAIMS AND LOSSES ARISING FROM A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, (II) A PARTY’S INDEMNITY OBLIGATIONS SET FORTH IN SECTION 21 HEREOF AND (III) CLAIMS AND LOSSES ARISING FROM THE VIOLATION, MISAPPROPRIATION, OR INFRINGEMENT BY A PARTY OF ANY THIRD PARTY INTELLECTUAL AND/OR INDUSTRIAL PROPERTY RIGHTS, INCLUDING PATENT RIGHTS, COPYRIGHTS, MORAL RIGHTS, TRADEMARKS, TRADE NAMES, SERVICE MARKS, TRADE SECRETS, RIGHTS IN INVENTIONS (INCLUDING APPLICATIONS FOR, AND REGISTRATIONS, EXTENSIONS, RENEWALS, AND RE-ISSUANCES OF THE FOREGOING). OTHER THAN WITH RESPECT TO LIABILITIES ARISING FROM A PARTY’S WILFULL MISCONDUCT OR FRAUD, AND NOTWITHSTANDING ANY OTHER PROVISION HEREOF, IN NO EVENT WILL ANY PARTY’S LIABILITY FOR A MUTUALLY CAPPED LIABILITY EXCEED THE GREATER OF FIVE MILLION US DOLLARS (US$5,000,000) AND THE AGGREGATE AMOUNT OF FEES PAID BY CLIENT TO COINBASE IN THE 12- MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY. FOR PURPOSES OF THIS SECTION 22.2: (IX) WITH RESPECT TO CLAIMS CLIENT, (1) CLIENT’S DEFENSE AND LOSSES RELATED INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, INCLUDING PURSUANT TO A SALE SECTION 19.1; (2) ANY OUTSTANDING COMMISSIONS OR AN INTENDED SALE, THE VALUE FEES OWED BY CLIENT UNDER THIS AGREEMENT; (3) CLIENT’S BREACH OF CASH OR SUPPORTED ASSETS SHALL BE THE EXECUTION PROCEEDS OF SUCH SALE OR INTENDED SALE BY REFERENCE TO THE BENCHMARK VALUATION ON THE DATE OF THE SALE OR INTENDED SALESECTION 8.1 (PRIME BROKER SITE & CONTENT); AND (II4) CLIENT’S BREACH OF SECTIOIN 5( REPRESNTATIONS AND WARRANTIES); AND (Y) WITH RESPECT TO CLAIMS THE COINBASE ENTITIES, ANY COINBASE ENTITIES’ DEFENSE AND LOSSES RELATED INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, INCLUDING PURSUANT TO A WITHDRAWAL OR TRANSFER OF DIGITAL ASSETS, THE VALUE OF SUCH DIGITAL ASSETS SHALL BE DETERMINED BY REFERENCE SECTION 19.2. WITH RESPECT TO THE BENCHMARK VALUATION ON THE DATE DELIVERY EXCLUDED LIABILITIES, COINBASE’S LIABILITY TO CLIENT FOR ANY LOSSES ARISING OUT OF SUCH DIGITAL ASSETS OR IN CONNECTION WITH SUCH WITHDRAWAL OR TRANSFER IS DUE COINBASE’S DEFENSE AND INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT WILL BE LIMITED, IN ACCORDANCE WITH THE TERMS OF THIS COINBASE PRIME BROKERAGE AGREEMENTAGGREGATE, INCLUDING WITHOUT LIMITATION, FOR THE AVOIDANCE OF DOUBT, ADDENDUM 2. AS A BEST PRACTICE, TRUST COMPANY RECOMMENDS LIMITING THE VALUE OF DIGITAL ASSETS DEPOSITED IN EACH COLD STORAGE ADDRESS TO LESS THAN EIGHTY AN AMOUNT EQUAL TO FIVE MILLION US U.S. DOLLARS (US$80,000,000$5,000,000.00 USD). THE COINBASE ENTITIES WILL USE COMMERCIALLY REASONABLE EFFORTS TO MONITOR THE BALANCE IN CLIENT’S CUSTODY ACCOUNTS AND COLD STORAGE ADDRESSES AND WILL NOTIFY CLIENT WHEN THE AMOUNT OF DIGITAL ASSETS APPROACHES EIGHTY MILLION US DOLLARS (US$80,000,000) FOR A SPECIFIC ADDRESS.

Liability Caps. OTHER THAN WITH RESPECT TO CLAIMS AND LOSSES ARISING FROM EXCEPT FOR THE: (I) SPOT TRADING OF BTC OR ETH (WHICH FOR THE AVOIDANCE OF DOUBT SHALL NOT INCLUDE DERIVATIVES TRANSACTIONS ON BTC OR ETH), EXCLUDED LIABILITIES; (II) FRAUD FRAUD; OR WILFULL MISCONDUCT OF THE COINBASE ENTITIES, (III) WILLFUL MISCONDUCT SOLELY IN RESPECT OF CUSTODIAL SERVICES PROVIDED PURSUANT TO THE MUTUALLY CAPPED LIABILITIES (DEFINED BELOW)CUSTODY AGREEMENT, AND NOTWITHSTANDING ANY OTHER PROVISION XXXXX, IN NO EVENT THE LIABILITY OF COINBASE CUSTODY SHALL ANY COINBASE ENTITY’S AGGREGATE LIABILITY HEREUNDER NOT EXCEED THE GREATER OF OF: (A) THE GREATER OF (i) $5 MILLION AND (iiI) THE AGGREGATE AMOUNT OF FEES PAID BY CLIENT TO COINBASE CUSTODY IN RESPECT OF THE CUSTODIAL SERVICES IN THE 12-MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY AND LIABILITY; OR (BII) THE VALUE OF THE CASH OR AFFECTED SUPPORTED DIGITAL ASSETS ON DEPOSIT IN CLIENT’S CUSTODIAL ACCOUNT(S) INVOLVED IN THE EVENT GIVING RISE TO SUCH LIABILITY. ADDITIONALLYLIABILITY AT THE TIME OF SUCH EVENT (THE VALUE OF WHICH SHALL BE CALCULATED AT THE AVERAGE UNITED STATES DOLLAR ASK PRICE, SOLELY WITH RESPECT TO CUSTODIAL SERVICESAT THE TIME OF SUCH EVENT, OF THE THREE (3) LARGEST U.S.-BASED EXCHANGES (BY TRAILING 30-DAY VOLUME) WHICH OFFER THE RELEVANT DIGITAL CURRENCY OR DIGITAL ASSET/USD TRADING PAIR, AS RELEVANT); PROVIDED, THAT IN NO EVENT SHALL COINBASE CUSTODY’S AGGREGATE LIABILITY IN RESPECT OF EACH COLD STORAGE ADDRESS EXCEED ONE HUNDRED MILLION US DOLLARS (US$100,000,000) “MUTUALLY CAPPED LIABILITIES” MEANS $100,000,000.00 USD). EXCEPT FOR THE: (I) CLAIMS AND LOSSES ARISING FROM A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, EXCLUDED LIABILITIES; (II) A PARTY’S INDEMNITY OBLIGATIONS SET FORTH IN SECTION 21 HEREOF AND FRAUD; OR (III) CLAIMS AND LOSSES ARISING FROM THE VIOLATION, MISAPPROPRIATION, OR INFRINGEMENT BY A PARTY OF ANY THIRD PARTY INTELLECTUAL AND/OR INDUSTRIAL PROPERTY RIGHTS, INCLUDING PATENT RIGHTS, COPYRIGHTS, MORAL RIGHTS, TRADEMARKS, TRADE NAMES, SERVICE MARKS, TRADE SECRETS, RIGHTS IN INVENTIONS (INCLUDING APPLICATIONS FOR, AND REGISTRATIONS, EXTENSIONS, RENEWALS, AND RE-ISSUANCES OF THE FOREGOING). OTHER THAN WITH RESPECT TO LIABILITIES ARISING FROM A PARTY’S WILFULL MISCONDUCT OR FRAUD, AND NOTWITHSTANDING ANY OTHER PROVISION HEREOFWILLFUL MISCONDUCT, IN NO EVENT WILL SHALL THE AGGREGATE LIABILITY OF EITHER THE COINBASE ENTITIES OR CLIENT WITH RESPECT TO ANY PARTY’S LIABILITY FOR A MUTUALLY CAPPED LIABILITY BREACH OF ITS OBLIGATIONS HEREUNDER EXCEED THE GREATER OF: (A) THE VALUE OF FIVE MILLION US DOLLARS THE CASH OR SUPPORTED DIGITAL ASSETS INVOLVED IN THE EVENT GIVING RISE TO SUCH LIABILITY AT THE TIME OF SUCH EVENT; (US$5,000,000B) AND THE AGGREGATE AMOUNT OF FEES PAID BY CLIENT TO COINBASE IN RESPECT OF THE 12- PRIME BROKER SERVICES IN THE 12-MONTH PERIOD PRIOR TO SUCH EVENT; OR (C) FIVE MILLION DOLLARS ($5,000,000.00). THE EVENT GIVING RISE TO SUCH LIABILITY. FOR PURPOSES OF THIS SECTION 22.2: “EXCLUDED LIABILITIES” MEANS (IX) WITH RESPECT TO CLAIMS CLIENT, (1) CLIENT’S DEFENSE AND LOSSES RELATED INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, INCLUDING PURSUANT TO A SALE SECTION 19.1; (2) ANY OUTSTANDING COMMISSIONS OR AN INTENDED SALE, THE VALUE FEES OWED BY CLIENT UNDER THIS AGREEMENT; (3) CLIENT’S BREACH OF CASH OR SUPPORTED ASSETS SHALL BE THE EXECUTION PROCEEDS OF SUCH SALE OR INTENDED SALE BY REFERENCE TO THE BENCHMARK VALUATION ON THE DATE OF THE SALE OR INTENDED SALESECTION 8.1 (PRIME BROKER SITE & CONTENT); AND (II4) CLIENT’S BREACH OF SECTION 5 (REPRESENTATIONS AND WARRANTIES); AND (Y) WITH RESPECT TO CLAIMS THE COINBASE ENTITIES, ANY COINBASE ENTITIES’ DEFENSE AND LOSSES RELATED INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, INCLUDING PURSUANT TO A WITHDRAWAL OR TRANSFER OF DIGITAL ASSETS, THE VALUE OF SUCH DIGITAL ASSETS SHALL BE DETERMINED BY REFERENCE SECTION 19.2. WITH RESPECT TO THE BENCHMARK VALUATION ON THE DATE DELIVERY EXCLUDED LIABILITIES, COINBASE’S LIABILITY TO CLIENT FOR ANY LOSSES ARISING OUT OF SUCH DIGITAL ASSETS OR IN CONNECTION WITH SUCH WITHDRAWAL OR TRANSFER IS DUE COINBASE’S DEFENSE AND INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT WILL BE LIMITED, IN ACCORDANCE WITH THE TERMS OF THIS COINBASE PRIME BROKERAGE AGREEMENTAGGREGATE, INCLUDING WITHOUT LIMITATION, FOR THE AVOIDANCE OF DOUBT, ADDENDUM 2. AS A BEST PRACTICE, TRUST COMPANY RECOMMENDS LIMITING THE VALUE OF DIGITAL ASSETS DEPOSITED IN EACH COLD STORAGE ADDRESS TO LESS THAN EIGHTY AN AMOUNT EQUAL TO FIVE MILLION US U.S. DOLLARS (US$80,000,000$5,000,000.00 USD). THE COINBASE ENTITIES WILL USE COMMERCIALLY REASONABLE EFFORTS TO MONITOR THE BALANCE IN CLIENT’S CUSTODY ACCOUNTS AND COLD STORAGE ADDRESSES AND WILL NOTIFY CLIENT WHEN THE AMOUNT OF DIGITAL ASSETS APPROACHES EIGHTY MILLION US DOLLARS (US$80,000,000) FOR A SPECIFIC ADDRESS.

Liability Caps. OTHER THAN WITH RESPECT TO CLAIMS AND LOSSES ARISING FROM EXCEPT FOR THE: (I) SPOT TRADING OF BTC OR ETH (WHICH FOR THE AVOIDANCE OF DOUBT SHALL NOT INCLUDE DERIVATIVES TRANSACTIONS ON BTC OR ETH), EXCLUDED LIABILITIES; (II) FRAUD FRAUD; OR WILFULL MISCONDUCT OF THE COINBASE ENTITIES, (III) WILLFUL MISCONDUCT SOLELY IN RESPECT OF CUSTODIAL SERVICES PROVIDED PURSUANT TO THE MUTUALLY CAPPED LIABILITIES (DEFINED BELOW)CUSTODY AGREEMENT, AND NOTWITHSTANDING ANY OTHER PROVISION XXXXX, IN NO EVENT THE LIABILITY OF COINBASE CUSTODY SHALL ANY COINBASE ENTITY’S AGGREGATE LIABILITY HEREUNDER NOT EXCEED THE GREATER OF OF: (A) THE GREATER OF (i) $5 MILLION AND (iiI) THE AGGREGATE AMOUNT OF FEES PAID BY CLIENT TO COINBASE CUSTODY IN RESPECT OF THE CUSTODIAL SERVICES IN THE 12-MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY AND LIABILITY; OR (BII) THE VALUE OF THE CASH OR AFFECTED SUPPORTED DIGITAL ASSETS ON DEPOSIT IN CLIENT’S CUSTODIAL ACCOUNT(S) INVOLVED IN THE EVENT GIVING RISE TO SUCH LIABILITY. ADDITIONALLYLIABILITY AT THE TIME OF SUCH EVENT (THE VALUE OF WHICH SHALL BE CALCULATED AT THE AVERAGE UNITED STATES DOLLAR ASK PRICE, SOLELY WITH RESPECT TO CUSTODIAL SERVICESAT THE TIME OF SUCH EVENT, OF THE THREE (3) LARGEST U.S.-BASED EXCHANGES (BY TRAILING 30-DAY VOLUME) WHICH OFFER THE RELEVANT DIGITAL CURRENCY OR DIGITAL ASSET/USD TRADING PAIR, AS RELEVANT); PROVIDED, THAT IN NO EVENT SHALL COINBASE CUSTODY’S AGGREGATE LIABILITY IN RESPECT OF EACH COLD STORAGE ADDRESS EXCEED ONE HUNDRED MILLION US DOLLARS (US$100,000,000) “MUTUALLY CAPPED LIABILITIES” MEANS [***]. EXCEPT FOR THE: (I) CLAIMS AND LOSSES ARISING FROM A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, EXCLUDED LIABILITIES; (II) A PARTY’S INDEMNITY OBLIGATIONS SET FORTH IN SECTION 21 HEREOF AND FRAUD; OR (III) CLAIMS AND LOSSES ARISING FROM THE VIOLATION, MISAPPROPRIATION, OR INFRINGEMENT BY A PARTY OF ANY THIRD PARTY INTELLECTUAL AND/OR INDUSTRIAL PROPERTY RIGHTS, INCLUDING PATENT RIGHTS, COPYRIGHTS, MORAL RIGHTS, TRADEMARKS, TRADE NAMES, SERVICE MARKS, TRADE SECRETS, RIGHTS IN INVENTIONS (INCLUDING APPLICATIONS FOR, AND REGISTRATIONS, EXTENSIONS, RENEWALS, AND RE-ISSUANCES OF THE FOREGOING). OTHER THAN WITH RESPECT TO LIABILITIES ARISING FROM A PARTY’S WILFULL MISCONDUCT OR FRAUD, AND NOTWITHSTANDING ANY OTHER PROVISION HEREOFWILLFUL MISCONDUCT, IN NO EVENT WILL SHALL THE AGGREGATE LIABILITY OF EITHER THE COINBASE ENTITIES OR CLIENT WITH RESPECT TO ANY PARTY’S LIABILITY FOR A MUTUALLY CAPPED LIABILITY BREACH OF ITS OBLIGATIONS HEREUNDER EXCEED THE GREATER OF: (A) THE VALUE OF FIVE MILLION US DOLLARS THE CASH OR SUPPORTED DIGITAL ASSETS INVOLVED IN THE EVENT GIVING RISE TO SUCH LIABILITY AT THE TIME OF SUCH EVENT; (US$5,000,000B) AND THE AGGREGATE AMOUNT OF FEES PAID BY CLIENT TO COINBASE IN RESPECT OF THE 12- PRIME BROKER SERVICES IN THE 12-MONTH PERIOD PRIOR TO SUCH EVENT; OR (C) [***]. THE EVENT GIVING RISE TO SUCH LIABILITY. FOR PURPOSES OF THIS SECTION 22.2: “EXCLUDED LIABILITIES” MEANS (IX) WITH RESPECT TO CLAIMS CLIENT, (1) CLIENT’S DEFENSE AND LOSSES RELATED INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, INCLUDING PURSUANT TO A SALE SECTION 19.1; (2) ANY OUTSTANDING COMMISSIONS OR AN INTENDED SALE, THE VALUE FEES OWED BY CLIENT UNDER THIS AGREEMENT; (3) CLIENT’S BREACH OF CASH OR SUPPORTED ASSETS SHALL BE THE EXECUTION PROCEEDS OF SUCH SALE OR INTENDED SALE BY REFERENCE TO THE BENCHMARK VALUATION ON THE DATE OF THE SALE OR INTENDED SALESECTION 8.1 (PRIME BROKER SITE & CONTENT); AND (II4) CLIENT’S BREACH OF SECTION 5 (REPRESENTATIONS AND WARRANTIES); AND (Y) WITH RESPECT TO CLAIMS THE COINBASE ENTITIES, ANY COINBASE ENTITIES’ DEFENSE AND LOSSES RELATED INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, INCLUDING PURSUANT TO A WITHDRAWAL OR TRANSFER OF DIGITAL ASSETS, THE VALUE OF SUCH DIGITAL ASSETS SHALL BE DETERMINED BY REFERENCE SECTION 19.2. WITH RESPECT TO THE BENCHMARK VALUATION ON THE DATE DELIVERY EXCLUDED LIABILITIES, COINBASE’S LIABILITY TO CLIENT FOR ANY LOSSES ARISING OUT OF SUCH DIGITAL ASSETS OR IN CONNECTION WITH SUCH WITHDRAWAL OR TRANSFER IS DUE COINBASE’S DEFENSE AND INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT WILL BE LIMITED, IN ACCORDANCE WITH THE TERMS OF THIS COINBASE PRIME BROKERAGE AGREEMENTAGGREGATE, INCLUDING WITHOUT LIMITATION, FOR THE AVOIDANCE OF DOUBT, ADDENDUM 2. AS A BEST PRACTICE, TRUST COMPANY RECOMMENDS LIMITING THE VALUE OF DIGITAL ASSETS DEPOSITED IN EACH COLD STORAGE ADDRESS TO LESS THAN EIGHTY MILLION US DOLLARS (US$80,000,000). THE COINBASE ENTITIES WILL USE COMMERCIALLY REASONABLE EFFORTS AN AMOUNT EQUAL TO MONITOR THE BALANCE IN CLIENT’S CUSTODY ACCOUNTS AND COLD STORAGE ADDRESSES AND WILL NOTIFY CLIENT WHEN THE AMOUNT OF DIGITAL ASSETS APPROACHES EIGHTY MILLION US DOLLARS (US$80,000,000) FOR A SPECIFIC ADDRESS[***].