Common use of LIABILITY STANDARDS FOR THE SLA Clause in Contracts

LIABILITY STANDARDS FOR THE SLA. (A) WITH RESPECT TO THE COINBASE ENTITIES, EXCEPT WITH RESPECT TO THE PROVISIONS OF THE SLA EXPLICITLY IDENTIFIED THEREIN AS EXCLUDED FROM CLAUSE (A) OF THIS PROVISION, THE COINBASE ENTITIES, THEIR AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES AND REPRESENTATIVES SHALL NOT BE LIABLE TO CLIENT OR AGENT FOR ANY LOSSES TO THE EXTENT ARISING FROM A BREACH OF THE PROVISION OF THE SLA THAT DOES NOT CONSTITUTE A VIOLATION OF ANY OTHER PROVISION HEREIN UNLESS SUCH BREACH (I) RESULTS FROM THE FAILURE OF SUCH COINBASE ENTITY OR ACTOR TO USE REASONABLE CARE IN PERFORMING SUCH OBLIGATIONS AND (II) SUCH BREACH OF THE OBLIGATION IS REPEATED AND MATERIAL AND (B) WITH RESPECT TO CLIENT AND AGENT, (I) EXCEPT WITH RESPECT TO THE PROVISIONS OF THE SLA EXPLICITLY IDENTIFIED THEREIN AS EXCLUDED FROM CLAUSE (B)(I) OF THIS PROVISION, THE FAILURE TO PERFORM THE ACTIVITIES LISTED IN THE SLA AS A BFA RESPONSIBILITY THEREUNDER WILL NOT GIVE RISE TO ANY BREACH OR LIABILITY BY CLIENT, AGENT OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES AND REPRESENTATIVES UNLESS SUCH FAILURE (X) CONSTITUTES A VIOLATION OF ANY OTHER PROVISION HEREIN OR (Y) OTHERWISE GIVES RISE TO AN INDEMNITY OBLIGATION SET FORTH IN SECTION 21.1; AND (II) WITH RESPECT TO THE PROVISIONS OF THE SLA EXPLICITLY EXCLUDED FROM CLAUSE (B)(I) OF THIS PROVISION, THE FAILURE TO PERFORM THE ACTIVITIES LISTED IN THE SLA AS A BFA RESPONSIBILITY THEREUNDER WILL NOT GIVE RISE TO ANY BREACH OR LIABILITY BY CLIENT, AGENT OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES AND REPRESENTATIVES UNLESS SUCH FAILURE (X) CONSTITUTES A VIOLATION OF ANY OTHER PROVISION HEREIN, (Y) IS REPEATED AND MATERIAL AND ARISES FROM CLIENT’S NEGLIGENCE, OR (Z) OTHERWISE GIVES RISE TO AN INDEMNITY OBLIGATION SET FORTH IN SECTION 21.1. FOR THE AVOIDANCE OF DOUBT, THE FAILURE BY CLIENT OR AGENT TO PERFORM ANY BFA RESPONSIBILITY SET FORTH IN THE SLA, SHALL NOT CONSTITUTE A CAUSE EVENT HEREUNDER UNLESS SUCH FAILURE ALSO INEPENDENTLY CONSTITUTES A VIOLATION OR BREACH OF ANOTHER PROVISION IN THIS COINBASE PRIME BROKER AGREEMENT NOT SET FORTH IN THE SLA.