Common use of Limitation of Liability and Indemnification Clause in Contracts

Limitation of Liability and Indemnification. CUSTOMER AGREES THAT ALL BROADBAND SERVICES ARE PROVIDED BY COMPANY ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NON INFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT SUCH SERVICES WILL BE ERROR FREE. COMPANY MAKES NO WARRANTY THAT THE BROADBAND SERVICES WILL BE UNINTERRUPTED, OR WILL SECURE CUSTOMER'S COMPUTER FROM THIRD PARTY UNAUTHORIZED ACCESS OR MONITORING. CUSTOMER AGREES THAT ALL USE OF THE BROADBAND SERVICES IS AT CUSTOMER'S SOLE RISK AND CUSTOMER EXPRESSLY ACKNOWLEDGES AND ACCEPTS THE BROADBAND SERVICES KNOWING THAT SUCH SERVICES ARE SUBJECT TO INTERRUPTION FROM POWER OUTAGES AND EQUIPMENT FAILURES. IN NO EVENT WILL COMPANY, ITS AFFILIATES OR PARENT CORPORATION, BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THE INSTALLATION, REPAIR, REPLACEMENT, OR REMOVAL OF COMPANY'S EQUIPMENT, THE USE OR INABILITY TO USE THE BROADBAND SERVICES, OR THE USE OR INABILITY TO USE ANY THIRD PARTY SERVICES INCLUDING, BUT NOT LIMITED TO E911 SERVICE AND HOME SECURITY OR MEDICAL MONITORING SERVICE, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL SPECIAL CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT THERE IS NEGLIGENCE ON THE PART OF COMPANY AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. IN NO EVENT WILL COMPANY'S LIABILITY EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE BROADBAND SERVICES. Customer agrees to defend, indemnify and hold harmless Company, its affiliates and Parent Corporation, from and against any and all claims and expenses, including reasonable attorneys' fees, arising out of or related in any way to the use of the Broadband Services by Customer or otherwise arising out of Customer's breach of any term of the Agreement

Limitation of Liability and Indemnification. CUSTOMER USI shall not be liable to Student or any other person, including the co-residents and guests of Student, for any damage to their person or property from any defect, known or unknown, in the construction, condition, or maintenance of the said University Housing. Student hereby releases USI from all liability for any accident, damage or injury caused to the person or property of Student on or about the Housing. TO THE FULLEST EXTENT PERMITTED BY LAW, STUDENT AGREES THAT TO INDEMNIFY, PROTECT AND HOLD HARMLESS USI AND ITS TRUSTEES, ACTING IN THEIR CAPACITY AS TRUESTEES AND OTHERWISE, OFFICERS, AGENTS, EMPLOYEES, OR CONTRACTORS OF AND FROM ANY AND ALL BROADBAND SERVICES ARE PROVIDED BY COMPANY ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES COSTS, EXPENSES (INCLUDING ATTORNEYS’ FEES), LIABILITIES, LOSSES, DAMAGES, SUITS, ACTIONS, FINES, PENALTIES, CLAIMS OR DEMANDS OF ANY KINDKIND ASSERTED BY OR ON BEHALF OF STUDENT OR ANY OTHER PERSON, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NON INFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSEENTITY, OR THAT SUCH SERVICES WILL BE ERROR FREE. COMPANY MAKES NO WARRANTY THAT THE BROADBAND SERVICES WILL BE UNINTERRUPTEDGOVERNMENTAL AUTHORITY, FOR PERSONAL INJURY, DEATH OR WILL SECURE CUSTOMER'S COMPUTER FROM THIRD PARTY UNAUTHORIZED ACCESS OR MONITORING. CUSTOMER AGREES THAT PROPERTY DAMAGE OF ANY AND ALL USE PERSONS BY REASON OF THE BROADBAND SERVICES IS AT CUSTOMER'S SOLE RISK USE, OCCUPATION, AND CUSTOMER EXPRESSLY ACKNOWLEDGES AND ACCEPTS MAINTENANCE OF THE BROADBAND SERVICES KNOWING THAT SUCH SERVICES ARE SUBJECT TO INTERRUPTION FROM POWER OUTAGES AND EQUIPMENT FAILURES. IN NO EVENT WILL COMPANY, ITS AFFILIATES OR PARENT CORPORATION, BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THE INSTALLATION, REPAIR, REPLACEMENT, OR REMOVAL OF COMPANY'S EQUIPMENT, THE USE OR INABILITY TO USE THE BROADBAND SERVICES, OR THE USE OR INABILITY TO USE ANY THIRD PARTY SERVICES INCLUDING, BUT NOT LIMITED TO E911 SERVICE AND HOME SECURITY OR MEDICAL MONITORING SERVICEHOUSING, INCLUDING ANY DIRECTAND ALL PUBLIC LIABILITY TO GUESTS, INDIRECTEMPLOYEES, INCIDENTAL SPECIAL CONSEQUENTIAL OR PUNITIVE DAMAGESAND OTHERS, WHETHER OR NOT THERE IT IS NEGLIGENCE ON ALLEGED THAT USI IN ANY WAY CONTRIBUTED TO THE PART OF COMPANY AND WHETHER ALLEGED WRONGDOING OR IS LIABLE DUE TO A NON-DELEGABLE DUTY. HOWEVER, STUDENT SHALL NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. IN NO EVENT WILL COMPANY'S LIABILITY EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER BE OBLIGATED TO INDEMNIFY USI FOR THE BROADBAND SERVICESSOLE NEGLIGENCE OR WILLFUL MISCONDUCT OF USI OR ITS AGENTS AND EMPLOYEES WHERE SUCH INDEMNIFICATION IS CONTRARY TO LAW. Customer agrees USI and its agents and invitees shall have the right to defend, indemnify enter and hold harmless Company, its affiliates access to University Housing at all reasonable times to examine the condition of the Housing and Parent Corporation, from to confirm that the Student and against any co-residents or guests are in compliance with the terms of this Contract and all claims and expensesUSI’s written policies, including reasonable attorneys' feesbut not limited to USI’s Code of Student Behavior or USI’s Housing and Resident Handbook, arising out or to determine compliance with federal, state or local laws. USI reserves the right to remove any items discovered during such inspection that are not in conformity with the terms of this Contract and USI’s written policies. The Student acknowledges and agrees that any such entry, inspection or related in any way removal of property by USI may be made without prior notice to the use Student and shall not constitute an eviction, a termination of this Contract or a breach of Student’s quiet enjoyment of the Broadband Services by Customer or otherwise arising out of Customer's breach of any term of the AgreementHousing.

Limitation of Liability and Indemnification. CUSTOMER AGREES EXCEPT AS STATED IN THIS ONLINE BANKING AGREEMENT OR TO THE EXTENT THE LAW MAY REQUIRE OTHERWISE, YOU AGREE THAT ALL BROADBAND SERVICES ARE PROVIDED BY COMPANY ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES BANK WILL HAVE NO LIABILITY WHATSOEVER TO YOU OR ANY THIRD PARTY BECAUSE OF ACTS, OMISSIONS, OR POLICIES OF ANY KINDGOVERNMENTAL AGENCY, EITHER EXPRESS FINANCIAL INSTITUTION OR IMPLIEDOTHER PARTY THROUGH WHICH A FUNDS TRANSFER SUBJECT TO THE AGREEMENT IS EFFECTED (WHETHER OR NOT SELECTED BY US), INCLUDING BUT THE FAILURE OF ANY SUCH INSTITUTION, AGENCY OR PARTY TO ACCOUNT FOR OR PAY OVER THE FUNDS TRANSFERRED. BANK WILL NOT LIMITED BE LIABLE TO WARRANTIES YOU AND YOU AGREE TO INDEMNIFY AND HOLD BANK HARMLESS FROM ANY LIABILITY FOR BANK’S FAILURE TO COMPLY WITH THE TERMS OF TITLETHIS ONLINE BANKING AGREEMENT BECAUSE OF LEGAL CONSTRAINT, NON INFRINGEMENT INTERRUPTION OR IMPLIED WARRANTIES FAILURE OF MERCHANTABILITY TRANSMISSION AND/OR FITNESS FOR A PARTICULAR PURPOSECOMMUNICATIONS FACILITIES, WAR (DECLARED OR THAT SUCH SERVICES WILL BE ERROR FREE. COMPANY MAKES NO WARRANTY THAT THE BROADBAND SERVICES WILL BE UNINTERRUPTEDNOT), EMERGENCIES, LABOR DISPUTES, FIRE, ACTS OF GOD, NATURAL DISASTERS OR WILL SECURE CUSTOMER'S COMPUTER FROM THIRD PARTY UNAUTHORIZED ACCESS OR MONITORING. CUSTOMER AGREES THAT ALL USE OF THE BROADBAND SERVICES IS AT CUSTOMER'S SOLE RISK AND CUSTOMER EXPRESSLY ACKNOWLEDGES AND ACCEPTS THE BROADBAND SERVICES KNOWING THAT SUCH SERVICES ARE SUBJECT TO INTERRUPTION FROM POWER OUTAGES AND EQUIPMENT FAILURESANY OTHER CIRCUMSTANCES BEYOND BANK’S CONTROL. IN NO EVENT WILL COMPANYBANK BE LIABLE TO YOU FOR: (1) ANY LOST PROFITS, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR INDIRECT DAMAGES OR LOSSES, EVEN IF BANK IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPT TO THE EXTENT REQUIRED BY LAW; OR (2) ANY AMOUNTS EXCEEDING THE AMOUNTS PAID BY YOU FOR ONLINE BANKING AND/OR RELATED SERVICES. YOU ALSO AGREE TO INDEMNIFY AND HOLD BANK, ITS AFFILIATES OR PARENT CORPORATIONSUBSIDIARIES, BE LIABLE FOR DAMAGES AFFILIATES, OFFICERS, DIRECTORS AND ATTORNEYS HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, ACTIONS, PROCEEDINGS, COSTS, DAMAGES, LOSSES, LIABILITIES AND EXPENSES (INCLUDING THE PAYMENTS OF ANY KIND, UNDER ANY LEGAL THEORY, REASONABLE ATTORNEY’S AND PARALEGAL FEES AND OTHER COSTS) ARISING OUT OF OR IN CONNECTION WITH THE INSTALLATIONYOUR INSTRUCTIONS, REPAIRACCESS TO AND USE OF ONLINE BANKING, REPLACEMENTBREACH OF THIS ONLINE BANKING AGREEMENT, AND/OR VIOLATION OF ANY APPLICABLE LAW OR RIGHT OF A THIRD PARTY. ANY CLAIM RELATED TO ONLINE BANKING MUST BE INITIATED WITHIN ONE (1) YEAR OF THE DATE YOU KNEW, OR REMOVAL OF COMPANY'S EQUIPMENTREASONABLY SHOULD HAVE KNOWN, THE USE OR INABILITY TO USE THE BROADBAND SERVICES, OR THE USE OR INABILITY TO USE ANY THIRD PARTY SERVICES INCLUDING, BUT NOT LIMITED TO E911 SERVICE AND HOME SECURITY OR MEDICAL MONITORING SERVICE, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL SPECIAL CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT THERE IS NEGLIGENCE ON THE PART OF COMPANY AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY EXISTENCE OF ANY SUCH DAMAGES. IN NO EVENT WILL COMPANY'S LIABILITY EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE BROADBAND SERVICES. Customer agrees to defend, indemnify and hold harmless Company, its affiliates and Parent Corporation, from and against any and all claims and expenses, including reasonable attorneys' fees, arising out of or related in any way to the use of the Broadband Services by Customer or otherwise arising out of Customer's breach of any term of the AgreementCLAIM AGAINST BANK.

Limitation of Liability and Indemnification. CUSTOMER AGREES THAT 19.1 ANNEX B, EXCEPT AS OTHERWISE PROVIDED IN LETTERS OF AGREEMENT NX. 0, 0, 0 XXX 00 XXXXXX, XXXXXXXXXXX SETS FORTH BRAD'S OBLIGATIONS WITH RESPECT TO ANY NON-CONFORMANCE OF THE AIRCRAFT WITH THE SPECIFICATION OR ANY DEFECT IN THE AIRCRAFT AND THE OBLIGATIONS AND LIABILITIES OF BXXX UNDER THE AFORESAID ARE ACCEPTED BY BUYER TO BE EXCLUSIVE AND IN LIEU OF, AND BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL BROADBAND SERVICES ARE PROVIDED BY COMPANY ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KINDOTHER REMEDIES, EITHER WARRANTIES, GUARANTEES, OBLIGATIONS, REPRESENTATIONS OR LIABILITIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED OF BXXX AND ITS AFFILIATES WITH RESPECT TO WARRANTIES DEFECTS IN EACH AIRCRAFT OR PART THEREOF, PRODUCT, DOCUMENT OR SERVICE DELIVERED OR PROVIDED UNDER THIS AGREEMENT, ARISING IN FACT, IN LAW, IN CONTRACT, IN TORT, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, A. ANY IMPLIED WARRANTY OF TITLE, NON INFRINGEMENT CONDITION OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSEFITNESS; B. ANY IMPLIED WARRANTY OR CONDITION ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR THAT SUCH SERVICES WILL BE ERROR FREE. COMPANY MAKES NO WARRANTY THAT USAGE OF TRADE; C. ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE BROADBAND SERVICES WILL BE UNINTERRUPTEDACTIVE, PASSIVE OR WILL SECURE CUSTOMER'S COMPUTER FROM THIRD PARTY UNAUTHORIZED ACCESS IMPUTED NEGLIGENCE OR MONITORING. CUSTOMER AGREES THAT ALL STRICT PRODUCTS LIABILITY OF BXXX OR ITS AFFILIATES, BY REASON OF THE DESIGN, MANUFACTURE, SALE, REPAIR, LEASE OR USE OF THE BROADBAND AIRCRAFT OR PRODUCT AND SERVICES IS AT CUSTOMER'S SOLE RISK DELIVERED HEREUNDER; AND D. ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OF OR DAMAGE TO ANY AIRCRAFT OR PART THEREOF, ANY BXXX PARTS, ANY POWER PLANT PARTS, ANY VENDOR PARTS, ANY SPARE PARTS OR ANY TECHNICAL DATA. 19.2 BUYER HEREBY RELEASES AND CUSTOMER EXPRESSLY ACKNOWLEDGES AGREES TO DEFEND, INDEMNIFY AND ACCEPTS THE BROADBAND SERVICES KNOWING THAT SUCH SERVICES ARE SUBJECT TO INTERRUPTION FROM POWER OUTAGES AND EQUIPMENT FAILURES. IN NO EVENT WILL COMPANYHOLD HARMLESS BXXX, ITS AFFILIATES SUBSIDIARIES, AFFILIATES, SUBCONTRACTORS AND LESSORS, AND THEIR RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS AND AGENTS, AND EACH OF THEM (THE "INDEMNIFIED PARTIES"), FROM AND AGAINST ALL LIABILITIES, CLAIMS, DAMAGES, LOSSES, COSTS AND EXPENSES FOR LOSS OF OR PARENT CORPORATIONDAMAGE TO PROPERTY INCLUDING ANY AIRCRAFT, BE LIABLE FOR DAMAGES AND LOSS OF USE THEREOF, OR INJURIES TO OR DEATH OF ANY KINDAND ALL PERSONS (INCLUDING BUYER'S DIRECTORS, UNDER ANY LEGAL THEORYOFFICERS, AGENTS AND EMPLOYEES BUT EXCLUDING BRAD'S DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES), ARISING DIRECTLY OR INDIRECTLY OUT OF OR IN CONNECTION WITH THE INSTALLATION, REPAIR, REPLACEMENT, OR REMOVAL OF COMPANY'S EQUIPMENT, THE USE OR INABILITY TO USE THE BROADBAND SERVICES, OR THE USE OR INABILITY TO USE ANY THIRD PARTY SERVICES INCLUDING, BUT NOT LIMITED TO E911 SERVICE AND HOME SECURITY OR MEDICAL MONITORING SERVICE, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL SPECIAL CONSEQUENTIAL OR PUNITIVE DAMAGES, PROVIDED UNDER ANNEX A WHETHER OR NOT THERE IS CAUSED BY THE ACTIVE, PASSIVE OR IMPUTED NEGLIGENCE ON THE PART OF COMPANY AND WHETHER OR NOT COMPANY HAS BEEN ADVISED STRICT PRODUCTS LIABILITY OF THE POSSIBILITY INDEMNIFIED PARTIES. THE FOREGOING SHALL NOT APPLY WHERE SUCH LOSSES OR DAMAGES ARE CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE INDEMNIFIED PARTIES. 19.3 NOTHING CONTAINED IN ARTICLE 19.1 OR 19.2 ABOVE SHALL CONSTITUTE A WAIVER OR RELEASE OR RENUNCIATION OF, OR INDEMNITY FOR, ANY LOSSES, DAMAGES OR CLAIMS, BY BUYER AGAINST BXXX FOR CONTRIBUTION TOWARD THIRD-PARTY BODILY INJURY OR PROPERTY DAMAGE CLAIMS BASED ON PRODUCT LIABILITY THEORIES TO THE EXTENT OF BRAD'S RELATIVE PERCENTAGE OF THE TOTAL FAULT OR OTHER LEGAL RESPONSIBILITY OF PERSONS CAUSING SUCH DAMAGES. IN NO EVENT WILL COMPANY'S LIABILITY EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE BROADBAND SERVICES. Customer agrees to defend, indemnify and hold harmless Company, its affiliates and Parent Corporation, from and against any and all claims and expenses, including reasonable attorneys' fees, arising out of or related in any way to the use of the Broadband Services by Customer or otherwise arising out of Customer's breach of any term of the AgreementBODILY INJURY OR PROPERTY DAMAGE.

Limitation of Liability and Indemnification. CUSTOMER AGREES THAT ALL BROADBAND SERVICES 5.01 THE DUTIES OF THE ADMINISTRATOR SHALL BE CONFINED TO THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT, AND NO IMPLIED DUTIES ARE PROVIDED ASSUMED BY COMPANY ON AN "OR MAY BE ASSERTED AGAINST THE ADMINISTRATOR. EXCEPT TO THE EXTENT ARISING OUT OF A PARTY’S GROSS NEGLIGENCE (AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES DEFINED HEREIN), WILLFUL MISCONDUCT, BAD FAITH, FRAUD OR CRIMINAL MISCONDUCT, EXCEPT TO THE EXTENT ARISING OUT OF ANY KINDTHE ADMINISTRATOR’S FRAUD OR CRIMINAL MISCONDUCT WHEN PROVIDING THE SERVICES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT EACH PARTY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL BE LIMITED TO WARRANTIES MONETARY DAMAGES MUTUALLY AGREED UPON FROM TIME TO TIME IN A SEPARATE WRITING EXECUTED BY THE PARTIES. For the avoidance of doubt, the Administrator shall not be responsible for any breach in the performance of its obligations under this Agreement due to (i) the failure or delay of the Trust or either of its respective agents to perform its obligations under this Agreement or (ii) the Administrator’s reliance on Trust Data. Each party shall have the duty to mitigate its damages for which another party may become responsible. As used in this Section 5, the term “Administrator” shall include the officers, directors, employees, affiliates and agents of the Administrator as well as that entity itself. NOTWITHSTANDING ANY OTHER PROVISION OF TITLETHIS AGREEMENT TO THE CONTRARY, NON INFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT SUCH SERVICES WILL BE ERROR FREE. COMPANY MAKES NO WARRANTY THAT THE BROADBAND SERVICES WILL BE UNINTERRUPTED, OR WILL SECURE CUSTOMER'S COMPUTER FROM THIRD PARTY UNAUTHORIZED ACCESS OR MONITORING. CUSTOMER AGREES THAT ALL USE OF THE BROADBAND SERVICES IS AT CUSTOMER'S SOLE RISK AND CUSTOMER EXPRESSLY ACKNOWLEDGES AND ACCEPTS THE BROADBAND SERVICES KNOWING THAT SUCH SERVICES ARE SUBJECT TO INTERRUPTION FROM POWER OUTAGES AND EQUIPMENT FAILURES. IN NO EVENT WILL COMPANY, ITS AFFILIATES OR PARENT CORPORATION, SHALL ANY PARTY BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR OTHER NON-DIRECT DAMAGES OF ANY KINDKIND WHETHER SUCH LIABILITY IS PREDICATED ON CONTRACT, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THE INSTALLATION, REPAIR, REPLACEMENTSTRICT LIABILITY, OR REMOVAL ANY OTHER THEORY AND REGARDLESS OF COMPANY'S EQUIPMENT, WHETHER THE USE OR INABILITY TO USE THE BROADBAND SERVICES, OR THE USE OR INABILITY TO USE ANY THIRD PARTY SERVICES INCLUDING, BUT NOT LIMITED TO E911 SERVICE AND HOME SECURITY OR MEDICAL MONITORING SERVICE, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL SPECIAL CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT THERE TRUST IS NEGLIGENCE ON THE PART OF COMPANY AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. 5.02 The Administrator may, from time to time, provide to the Trust services and products (“Special Third Party Services”) from external third party sources that are telecommunication carriers, Pricing Sources, data feed providers or other similar service providers (“Special Third Party Vendors”). IN The Trust acknowledges and agrees that the Special Third Party Services are confidential and proprietary trade secrets of the Special Third Party Vendors. Accordingly, the Trust shall honor requests by the Administrator and the Special Third Party Vendors to protect their proprietary rights in their data, information and property including requests that the Trust place copyright notices or other proprietary legends on printed matter, print outs, tapes, disks, film or any other medium of dissemination. The Trust further acknowledges and agrees that all Special Third Party Services are provided on an “AS IS WITH ALL FAULTS” basis solely for such Trust’s internal use, and as an aid in connection with the receipt of the Services. The Trust may use Special Third Party Services as normally required on view-only screens and hard copy statements, reports and other documents necessary to support such Trust’s investors, however the Trust shall not distribute any Special Third Party Services to other third parties. THE SPECIAL THIRD PARTY VENDORS AND THE ADMINISTRATOR MAKE NO EVENT WILL COMPANY'S LIABILITY EXCEED WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR ANY OTHER MATTER WITH RESPECT TO ANY OF THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE BROADBAND SPECIAL THIRD PARTY SERVICES. Customer agrees to defendTHE ADMINISTRATOR AGREES TO NOTIFY TRUST PROMPTLY OF ANY KNOWN DEFECTS OR FAULTS IN THE SPECIAL THIRD PARTY SERVICES. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5.10 BELOW, indemnify NEITHER THE ADMINISTRATOR NOR THE SPECIAL THIRD PARTY VENDORS SHALL BE LIABLE FOR ANY DAMAGES SUFFERED BY THE TRUST IN THE USE OF ANY OF THE SPECIAL THIRD PARTY SERVICES, INCLUDING, WITHOUT LIMITATION, LIABILITY FOR ANY INCIDENTAL, CONSEQUENTIAL OR SIMILAR DAMAGES. 5.03 Trust shall indemnify, defend and hold harmless Companythe Administrator from and against and the Administrator shall have no liability in connection with any and all actions, its affiliates suits and Parent Corporationclaims, whether groundless or otherwise, and from and against any and all claims losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of: (i) any act or omission of the Administrator in carrying out its duties hereunder or as a result of the Administrator’s reliance upon any instructions, notice or instrument that the Administrator believes is genuine and signed or presented by an authorized Person of Trust; provided that this indemnification shall not apply if any such loss, damage or expense is caused by or arises from the Administrator’s Gross Negligence, willful misconduct, bad faith or fraud in the performance of the Services, a breach of Administrator’s confidentiality obligations as set forth in Section 11 of this Agreement, or any violation by the Administrator of any policy, law or regulation applicable to Administrator; (ii) any violation by Trust or Trust’s investment adviser of any applicable investment policy, law or regulation, (iii) any misstatement or omission in the Trust Materials or any Trust Data; (iv) any breach by Trust of any representation, warranty or agreement contained in this Agreement; (v) any act or omission of Trust, the Trust’s former administrator, a Special Third Party Vendor, the Trust’s other service providers (such as custodians, prime brokers, transfer agents, investment advisors and sub-advisers); (vi) any pricing error caused by the failure of the Trust’s investment adviser or sub-adviser to provide a trade ticket or for incorrect information included in any trade ticket; or (vii) any act or omission of the Administrator as a result of the Administrator’s compliance with the Regulations, including, but not limited to, returning an investor’s Investment or restricting the payment of redemption proceeds. 5.04 To the extent that a Trust or Portfolio receives Special Third Party Services from Interactive Data Corporation (“IDC”), such Trust or Portfolio shall indemnify and hold harmless IDC and its suppliers from any and all losses, damages, liability, costs, including reasonable attorneys' attorney’s fees, resulting directly or indirectly from any claim or demand against IDC by a third party arising out of of, derived from, or related to the accuracy or completeness of any such Special Third Party Services received by a Trust or Portfolio. IDC shall not be liable for any claim or demand against a Trust or Portfolio by any third party. 5.05 The Administrator may apply to Trust, Trust’s investment adviser or any Person acting on Trust’s behalf at any time for instructions and may upon prior written consent of the Trust which shall not be unreasonably withheld, consult counsel for Trust or Trust’s investment adviser or with Trust’s accountants with respect to any matter arising in connection with the Administrator’s duties hereunder, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the advice of the aforementioned counsel or accountants. Also, the Administrator shall not be liable for actions taken pursuant to any document which it reasonably believes to be genuine and to have been signed by the proper Person or Persons. The Administrator shall not be held to have notice of any change of authority of any officer, employee or agent of Trust until receipt of written notice thereof. To the extent that the Administrator consults with Trust counsel pursuant to this provision, any such expense shall be borne by Trust to the extent approved by the Trust. 5.06 The Administrator shall have no liability for its reliance on Trust Data or the performance or omissions of unaffiliated third parties such as, by way of example and not limitation, transfer agents, sub-transfer agents, custodians, prime brokers, placement agents, third party marketers, asset data service providers, investment advisers (including, without limitation, the investment adviser) or sub-advisers, current or former third party service providers, Pricing Sources, software providers, printers, postal or delivery services, prior administrators, telecommunications providers and processing and settlement services. The Administrator may rely on and shall have no duty to investigate or confirm the accuracy or adequacy of any information provided by any of the foregoing third parties. 5.07 Except with respect to the Administrator’s responsibilities with respect to the blue sky registration set forth in paragraph 29 of Schedule II hereto, the Administrator shall have no obligations with respect to any laws relating to the distribution, purchase or sale of Shares. Further, Trust assumes full responsibility for the preparation, contents and distribution of its Trust Materials and its compliance with any applicable laws, rules, and regulations. 5.08 The indemnification rights afforded to Administrator hereunder shall include the right to reasonable advances of defense expenses on an as-incurred basis in the event of any pending or threatened litigation or Action with respect to which indemnification hereunder may ultimately be merited. If in any way case Trust is asked to indemnify or hold the Administrator harmless, the Administrator shall promptly advise Trust of the pertinent facts concerning the situation in question, and the Administrator will use all reasonable care to identify and notify Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification, but failure to do so shall not affect the rights hereunder. If it is determined that the Administrator was not entitled to indemnification (for example, due to its Gross Negligence) it must repay all such advances or expenses paid by or on behalf of the Trust. 5.09 Trust shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by Trust and satisfactory to the use Administrator, whose approval shall not be unreasonably withheld. In the event that Trust elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If Trust does not elect to assume the defense of a suit, it will advance to the Administrator the fees and expenses of any counsel retained by the Administrator. None of the Broadband Services parties hereto shall settle or compromise any action, suit, proceeding or claim if such settlement or compromise provides for an admission of liability on the part of the indemnified party without such indemnified party’s written consent. 5.10 A copy of the Declaration of Trust establishing the Trust is on file in the Office of the Secretary of State of the State of Delaware, and notice is hereby given that this Agreement is executed on behalf of the Trustees of the Trust as Trustees and not individually and that the obligations of this instrument are not binding upon any of the Trustees, officers or shareholders of the Trust individually but binding only upon the assets and property of the Trust. 5.11 The Administrator shall defend and hold harmless Trust from and against, and shall pay any Losses incurred by Customer any of them in connection with, any and all claims or otherwise proceedings brought by an unaffiliated third party to the extent arising directly out of Customer's breach those circumstances as may be mutually agreed upon from time to time in a separate writing executed by the parties. 5.12 The provisions of any term this Section 5 shall survive the termination of the this Agreement.

Limitation of Liability and Indemnification. CUSTOMER AGREES THAT ALL BROADBAND SERVICES ARE PROVIDED TO THE MAXIMUM EXTENT PERMITTED BY COMPANY ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF LAW, IN NO EVENT SHALL SELLER BE LIABLE FOR ANY KINDINDIRECT, EITHER EXPRESS INCIDENTAL, SPECIAL, NOMINAL, PUNITIVE, EXEMPLARY, OR IMPLIEDCONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLELOST PROFITS OR DAMAGES FOR DELAY, NON INFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT SUCH SERVICES WILL BE ERROR FREE. COMPANY MAKES NO WARRANTY THAT THE BROADBAND SERVICES WILL BE UNINTERRUPTED, OR WILL SECURE CUSTOMER'S COMPUTER FROM THIRD PARTY UNAUTHORIZED ACCESS OR MONITORING. CUSTOMER AGREES THAT ALL USE OF THE BROADBAND SERVICES IS AT CUSTOMER'S SOLE RISK AND CUSTOMER EXPRESSLY ACKNOWLEDGES AND ACCEPTS THE BROADBAND SERVICES KNOWING THAT SUCH SERVICES ARE SUBJECT TO INTERRUPTION FROM POWER OUTAGES AND EQUIPMENT FAILURES. IN NO EVENT WILL COMPANY, ITS AFFILIATES OR PARENT CORPORATION, BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THE INSTALLATION, REPAIR, REPLACEMENT, OR REMOVAL OF COMPANY'S EQUIPMENT, THE USE OR INABILITY TO USE THE BROADBAND SERVICES, OR THE USE OR INABILITY TO USE ANY THIRD PARTY SERVICES INCLUDING, BUT NOT LIMITED TO E911 SERVICE AND HOME SECURITY OR MEDICAL MONITORING SERVICE, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL SPECIAL CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT THERE IS NEGLIGENCE ON THE PART OF COMPANY AND WHETHER OR NOT COMPANY EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BUYER SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS SELLER, ITS SUBSIDIARIES, AFFILIATED COMPANIES, AND THEIR RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, TRUSTS, TRUSTEES, AND AGENTS (COLLECTIVELY, “INDEMNIFIED PARTIES”) FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, LIABILITIES, JUDGMENTS, SETTLEMENTS, COSTS, INVESTIGATIONS, AND EXPENSES (INDIVIDUALLY, A “CLAIM”) RELATING TO (A) THE USE, HANDLING, STORAGE, LABELING, PREPARATION, PACKAGING, RETURN, SALE, OR RESALE OF THE PRODUCTS OR THEIR CONTAINERS, (B) BUYER’S OBLIGATIONS, LIABILITIES, AND RESPONSIBILITIES UNDER THESE T&Cs, (C) THE RISKS BUYER ASSUMES IN ACCORDANCE WITH THESE T&Cs, (D) BUYER’S NEGLIGENCE, BREACH OF THESE T&Cs OR OTHER AGREEMENT BETWEEN THE PARTIES, OR ANY OTHER WRONGFUL OR UNLAWFUL CONDUCT, AND (E) ISSUES WITH RAW MATERIALS OR THEIR SOURCES OR SUPPLIERS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL COMPANY'S LIABILITY SHALL INDEMNIFIED PARTIES’ LIABILITY—WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, STATUTE, COMMON LAW, INDEMNITY, OR OTHERWISE—EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER PURCHASE PRICE FOR THE BROADBAND SERVICESPRODUCTS AT ISSUE OR, IF NOT APPLICABLE, THE PURCHASE PRICE FOR THE PRODUCTS PURCHASED BY BUYER FROM SELLER DURING THE THREE (3) MONTHS PRIOR TO THE EVENTS GIVING RISE TO THE CLAIM. Customer agrees to defendSELLER SHALL HAVE NO LIABILITY WITH RESPECT TO ANY PRODUCT NOT USED IN ACCORDANCE WITH ITS INTENDED PURPOSE, indemnify and hold harmless CompanyTHE MANUFACTURER’S INSTRUCTIONS, its affiliates and Parent CorporationOR APPLICABLE LAW, from and against any and all claims and expensesINCLUDING THE REQUIREMENTS OF THE UNITED STATES FOOD, including reasonable attorneys' fees, arising out of or related in any way to the use of the Broadband Services by Customer or otherwise arising out of Customer's breach of any term of the AgreementDRUGS AND COSMETIC ACT AND THE FOOD AND DRUGS ACT (CANADA).

Limitation of Liability and Indemnification. CUSTOMER AGREES THAT ALL BROADBAND SERVICES 5.01 THE DUTIES OF THE ADMINISTRATOR SHALL BE CONFINED TO THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT, AND NO IMPLIED DUTIES ARE PROVIDED ASSUMED BY COMPANY ON AN "OR MAY BE ASSERTED AGAINST THE ADMINISTRATOR. EXCEPT TO THE EXTENT ARISING OUT OF THE ADMINISTRATOR’S BAD FAITH, FRAUD, GROSS NEGLIGENCE (AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KINDDEFINED HEREIN), EITHER EXPRESS WILLFUL MISCONDUCT OR IMPLIEDCRIMINAL MISCONDUCT WHEN PROVIDING THE SERVICES, INCLUDING BUT NOT THE ADMINISTRATOR’S AGGREGATE LIABILITY TO THE FUNDS WILL BE LIMITED TO WARRANTIES THE AMOUNT OF TITLEFEES PAID HEREUNDER DURING THE THIRTY-SIX MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE FIRST SUCH CLAIM TO OCCUR (THE “LIABILITY CAP”). FOR PURPOSES OF THE FOREGOING, NON INFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS THE LIABILITY CAP SHALL BE CALCULATED BY MULTIPLYING THE AVERAGE MONTHLY FEE PAYABLE TO THE ADMINISTRATOR FOR A PARTICULAR PURPOSETHE THREE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE FIRST CLAIM TO OCCUR BY THIRTY-SIX, OR THAT SUCH SERVICES WILL BE ERROR FREEIF THE EVENT GIVING RISE TO THE FIRST CLAIM OCCURS DURING THE FIRST THREE MONTHS FROM THE LIVE DATE, MULTIPLYING THE FEE PAYABLE TO THE ADMINISTRATOR FOR THE MONTH IN WHICH THE CLAIM OCCURS BY THIRTY-SIX. COMPANY MAKES NO WARRANTY THAT For the avoidance of doubt, the Administrator shall not be responsible for any breach in the performance of its obligations under this Agreement due to (i) the failure or delay of any Fund or any of its respective agents to perform its obligations under this Agreement or (ii) the Administrator’s reliance on Fund Data. Each party shall have the duty to mitigate its damages for which another party may become responsible. As used in this Section 5, the term “Administrator” shall include the officers, directors, employees, affiliates and agents of the Administrator as well as that entity itself. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE BROADBAND SERVICES WILL BE UNINTERRUPTEDCONTRARY, OR WILL SECURE CUSTOMER'S COMPUTER FROM THIRD PARTY UNAUTHORIZED ACCESS OR MONITORING. CUSTOMER AGREES THAT ALL USE OF THE BROADBAND SERVICES IS AT CUSTOMER'S SOLE RISK AND CUSTOMER EXPRESSLY ACKNOWLEDGES AND ACCEPTS THE BROADBAND SERVICES KNOWING THAT SUCH SERVICES ARE SUBJECT TO INTERRUPTION FROM POWER OUTAGES AND EQUIPMENT FAILURES. IN NO EVENT WILL COMPANY, ITS AFFILIATES OR PARENT CORPORATION, SHALL ANY PARTY BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR OTHER NON-DIRECT DAMAGES OF ANY KINDKIND ARISING OR RELATING TO THIS AGREEMENT WHETHER SUCH LIABILITY IS PREDICATED ON CONTRACT, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THE INSTALLATION, REPAIR, REPLACEMENTSTRICT LIABILITY, OR REMOVAL ANY OTHER THEORY AND REGARDLESS OF COMPANY'S EQUIPMENT, WHETHER THE USE OR INABILITY TO USE THE BROADBAND SERVICES, OR THE USE OR INABILITY TO USE ANY THIRD OTHER PARTY SERVICES INCLUDING, BUT NOT LIMITED TO E911 SERVICE AND HOME SECURITY OR MEDICAL MONITORING SERVICE, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL SPECIAL CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT THERE IS NEGLIGENCE ON THE PART OF COMPANY AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. IN SEI – 296447 5.02 The Administrator may, from time to time, provide to the Funds services and products (“Special Third Party Services”) from external third party sources that are telecommunication carriers, Pricing Sources, data feed providers or other similar service providers (“Special Third Party Vendors”). Each Fund acknowledges and agrees that the Special Third Party Services are confidential and proprietary trade secrets of the Special Third Party Vendors. Accordingly, the Funds shall honor requests by the Administrator and the Special Third Party Vendors to protect their proprietary rights in their data, information and property including requests that the Funds place copyright notices or other proprietary legends on printed matter, print outs, tapes, disks, film or any other medium of dissemination. Each Fund further acknowledges and agrees that all Special Third Party Services are provided on an “AS IS WITH ALL FAULTS” basis solely for such Fund’s internal use, and as an aid in connection with the receipt of the Services. The Funds may use Special Third Party Services as normally required on view-only screens and hard copy statements, reports and other documents necessary to support the Funds’ investors and may provide such information, statements and reports and other documents to the Funds’ Authorized Persons, however the Funds shall not distribute any Special Third Party Services to other third parties. THE SPECIAL THIRD PARTY VENDORS AND THE ADMINISTRATOR MAKE NO EVENT WILL COMPANY'S LIABILITY EXCEED WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR ANY OTHER MATTER WITH RESPECT TO ANY OF THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE BROADBAND SPECIAL THIRD PARTY SERVICES. Customer agrees to defendTHE ADMINISTRATOR SHALL NOT BE LIABLE FOR ANY DAMAGES SUFFERED BY ANY FUND IN THE USE OF ANY OF THE SPECIAL THIRD PARTY SERVICES, indemnify INCLUDING, WITHOUT LIMITATION, LIABILITY FOR ANY INCIDENTAL, CONSEQUENTIAL OR SIMILAR DAMAGES. 5.03 The Funds shall indemnify, defend and hold harmless Companythe Administrator from and against and the Administrator shall have no liability in connection with any and all actions, its affiliates suits and Parent Corporationclaims, whether groundless or otherwise, and from and against any and all claims losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of: (i) any act or omission of the Administrator in carrying out its duties hereunder or as a result of the Administrator’s reliance upon any instructions, notice or instrument that the Administrator reasonably believes is genuine and signed or presented by an authorized Person of a Fund; provided that this indemnification shall not apply if any such loss, damage or expense is caused by or arises from the Administrator’s bad faith, fraud, Gross Negligence, willful misconduct or criminal misconduct in the performance of the Services; (ii) any violation by the Funds or the Investment Adviser of any applicable investment policy, law or regulation, (iii) any misstatement or omission in the Fund Materials or any Fund Data other than a misstatement due to information provided by the Administrator; (iv) any breach by the Fund of any representation, warranty or agreement contained in this Agreement; (v) any act or omission of the Funds, a Special Third Party Vendor, the Fund’s other service providers (such as custodians, prime brokers, transfer agents, investment advisors and sub-advisers); (vi) any pricing error caused by the failure of the Investment Adviser or sub-adviser to provide a trade ticket or for incorrect information included in any trade ticket; or (vii) any act or omission of the Administrator as a result of the Administrator’s compliance with the AML Regulations, including, but not limited to, returning an investor’s Investment or restricting the payment of redemption proceeds. 5.04 To the extent that the Funds receive Special Third Party Services from ICE Data Pricing & Reference Data, LLC (f/k/a Interactive Data Pricing and Reference Data LLC) (f/k/a Interactive Data Pricing and Reference Data Inc.) (“IDC”), the Funds shall indemnify and hold harmless IDC and its suppliers from any and all losses, damages, liability, costs, including reasonable attorneys' attorney’s fees, resulting directly or indirectly from any claim or demand against IDC by a third party arising out of of, derived from, or related to the accuracy or completeness of any such Special Third Party Services. IDC shall not be liable for any claim or demand against the Funds by any third party. SEI – 296447 5.05 The Administrator may apply to Funds, the Investment Adviser or any Person acting on Funds’ behalf at any time for instructions and may consult counsel for the Funds or the Investment Adviser or with accountants, counsel and other experts with respect to any matter arising in connection with the Administrator’s duties hereunder, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the advice of counsel, accountants or other experts. Also, the Administrator shall not be liable for actions taken pursuant to any document which it reasonably believes to be genuine and to have been signed by the proper Person or Persons. The Administrator shall not be held to have notice of any change of authority of any officer, employee or agent of a Fund until receipt of written notice thereof. To the extent that the Administrator consults with the Fund’s counsel pursuant to this provision, any such expense shall be borne by the Funds, as applicable. 5.06 The Administrator shall have no liability for its reliance on Fund Data or the performance or omissions of unaffiliated third parties such as, by way of example and not limitation, transfer agents, sub-transfer agents, custodians, prime brokers, placement agents, third party marketers, asset data service providers, investment advisers (including, without limitation, the Investment Adviser) or sub-advisers, current or former third party service providers, Pricing Sources, software providers, printers, postal or delivery services, telecommunications providers and processing and settlement services, so long as, to the extent such third parties were selected by the Administrator, such parties were selected with due care and the Administrator maintain commercially reasonable oversight of such third parties. The Administrator may rely on and shall have no duty to investigate or confirm the accuracy or adequacy of any information provided by any of the foregoing third parties. 5.07 The Administrator shall have no obligations with respect to any laws relating to the distribution, purchase or sale of Shares. Further, each Fund assumes full responsibility for the preparation, contents and distribution of its Fund Materials and its compliance with any applicable laws, rules, and regulations, provided that the Administrator shall be liable for any inaccurate or misleading information provided by the Administrator or the failure by the Administrator to provide any material information that is necessary to make the Fund Materials not misleading 5.08 The indemnification rights afforded to either party hereunder shall include the right to reasonable advances of defense expenses on an as-incurred basis in the event of any pending or threatened litigation or Action with respect to which indemnification hereunder may ultimately be merited. In the event it is ultimately determined by a court of final jurisdiction that the indemnified party is not entitled to indemnification hereunder, then the indemnified party shall promptly return any previously advanced expenses. If in any way case a party is asked to indemnify or hold the non-indemnifying party harmless, such party shall promptly advise the indemnifying party of the pertinent facts concerning the situation in question, and the such party will use all reasonable care to identify and notify the indemnifying party promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification, but failure to do so shall not affect the rights hereunder. 5.09 The indemnifying party shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the indemnifying party elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the indemnifying party and satisfactory to the use non-indemnifying party , whose approval shall not be unreasonably withheld. In the event that the indemnifying party elects to assume the defense of any suit and retain counsel, the non-indemnifying party shall bear the fees and expenses of any additional counsel retained by it. If the indemnifying party does not elect to assume the defense of a suit, it will advance to the non- indemnifying party the fees and expenses of any counsel retained by the non- indemnifying party as such expenses are incurred by the Administrator. None of the Broadband Services by Customer parties hereto shall settle or otherwise arising out compromise any action, suit, proceeding or claim if such settlement or compromise provides for an admission of Customer's breach of any term liability on the part of the indemnified party without such indemnified party's written consent. SEI – 296447 5.10 THE FUNDS AND THE ADMINISTRATOR HAVE FREELY AND OPENLY NEGOTIATED THIS AGREEMENT, INCLUDING THE PRICING, WITH THE KNOWLEDGE THAT THE LIABILITY OF THE PARTIES IS TO BE LIMITED IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT. 5.11 The provisions of this Section 5 shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. CUSTOMER AGREES THAT ALL BROADBAND SERVICES 5.01 THE DUTIES OF THE ADMINISTRATOR SHALL BE CONFINED TO THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT, AND NO IMPLIED DUTIES ARE PROVIDED ASSUMED BY COMPANY ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OR MAY BE ASSERTED AGAINST THE ADMINISTRATOR. TO THE EXTENT ARISING OUT OF ANY KINDTHE ADMINISTRATOR’S NEGLIGENCE WHEN PROVIDING THE SERVICES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT THE ADMINISTRATOR’S AGGREGATE LIABILITY TO THE FUND WILL BE LIMITED TO WARRANTIES MONETARY DAMAGES NOT TO EXCEED THE AMOUNT OF TITLEFEES PAID HEREUNDER DURING THE THREE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE FIRST SUCH CLAIM TO OCCUR. TO THE EXTENT ARISING OUT OF THE ADMINISTRATOR’S FRAUD, NON INFRINGEMENT BAD FAITH OR IMPLIED WARRANTIES OF MERCHANTABILITY WILLFUL OR FITNESS FOR A PARTICULAR PURPOSECRIMINAL MISCONDUCT WHEN PROVIDING THE SERVICES, OR THAT SUCH SERVICES THE ADMINISTRATOR’S AGGREGATE LIABILITY TO THE FUND WILL BE ERROR FREEUNLIMITED. COMPANY MAKES NO WARRANTY THAT For the avoidance of doubt, the Administrator shall not be responsible for any breach in the performance of its obligations under this Agreement due to (i) the failure or delay of the Trust or its agents to perform its obligations under this Agreement or (ii) the Administrator’s reliance on the Trust Data. Each party shall have the duty to mitigate its damages for which another party may become responsible. As used in this Section 5, the term “Administrator” shall include the officers, directors, employees, affiliates and agents of the Administrator as well as that entity itself. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE BROADBAND SERVICES WILL BE UNINTERRUPTEDCONTRARY, OR WILL SECURE CUSTOMER'S COMPUTER FROM THIRD PARTY UNAUTHORIZED ACCESS OR MONITORING. CUSTOMER AGREES THAT ALL USE OF THE BROADBAND SERVICES IS AT CUSTOMER'S SOLE RISK AND CUSTOMER EXPRESSLY ACKNOWLEDGES AND ACCEPTS THE BROADBAND SERVICES KNOWING THAT SUCH SERVICES ARE SUBJECT TO INTERRUPTION FROM POWER OUTAGES AND EQUIPMENT FAILURES. IN NO EVENT WILL COMPANY, ITS AFFILIATES OR PARENT CORPORATION, SHALL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR OTHER NON-DIRECT DAMAGES OF ANY KINDKIND WHETHER SUCH LIABILITY IS PREDICATED ON CONTRACT, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THE INSTALLATION, REPAIR, REPLACEMENTSTRICT LIABILITY, OR REMOVAL ANY OTHER THEORY AND REGARDLESS OF COMPANY'S EQUIPMENT, WHETHER THE USE OR INABILITY TO USE THE BROADBAND SERVICES, OR THE USE OR INABILITY TO USE ANY THIRD PARTY SERVICES INCLUDING, BUT NOT LIMITED TO E911 SERVICE AND HOME SECURITY OR MEDICAL MONITORING SERVICE, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL SPECIAL CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT THERE FUND IS NEGLIGENCE ON THE PART OF COMPANY AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. 5.02 The Administrator may, from time to time, provide to the Trust services and products (“Special Third Party Services”) from external third party sources that are Pricing Sources or other similar service providers (“Special Third Party Vendors”). IN The Trust acknowledges and agrees that the Special Third Party Services are confidential and proprietary trade secrets of the Special Third Party Vendors. Accordingly, the Trust shall honor requests by the Administrator and the Special Third Party Vendors to protect their proprietary rights in their data, information and property including written requests that the Trust place copyright notices or other proprietary legends on printed matter, print outs, tapes, disks, film or any other medium of dissemination. The Trust further acknowledges and agrees that all Special Third Party Services are provided on an “AS IS WITH ALL FAULTS” basis solely for such the Trust’s internal use, and as an aid in connection with the receipt of the Services. The Trust may use Special Third Party Services as normally required on view-only screens and hard copy statements, reports and other documents necessary to support the Trust’s investors, however the Trust shall not distribute any Special Third Party Services to other third parties. THE SPECIAL THIRD PARTY VENDORS AND THE ADMINISTRATOR MAKE NO EVENT WILL COMPANY'S LIABILITY EXCEED WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR ANY OTHER MATTER WITH RESPECT TO ANY OF THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE BROADBAND SPECIAL THIRD PARTY SERVICES. Customer agrees NEITHER THE ADMINISTRATOR NOR THE SPECIAL THIRD PARTY VENDORS SHALL BE LIABLE FOR ANY DAMAGES SUFFERED BY THE FUND IN THE USE OF ANY OF THE SPECIAL THIRD PARTY SERVICES, INCLUDING, WITHOUT LIMITATION, LIABILITY FOR ANY INCIDENTAL, CONSEQUENTIAL OR SIMILAR DAMAGES. 5.03 Without in any way limiting the liability of the Administrator to defendthe Fund as set forth in Section 5.01, indemnify the Trust shall indemnify, defend and hold harmless Companythe Administrator from and against and the Administrator shall have no liability in connection with any and all actions, its affiliates suits and Parent Corporationclaims, whether groundless or otherwise, and from and against any and all claims losses, damages, costs, charges, reasonable counsel fees and expensesdisbursements, payments, expenses and liabilities (including reasonable attorneys' feesinvestigation expenses) arising directly or indirectly out of: (i) any act or omission of the Administrator in carrying out its duties hereunder or as a result of the Administrator’s reliance upon any instructions, notice or instrument that the Administrator reasonably believes is genuine and that is signed or presented by an authorized Person of the Trust; provided that this indemnification shall not apply if any such loss, damage or expense is caused by or arises from the Administrator’s bad faith, fraud, willful misconduct or criminal misconduct in the performance of the Services; (ii) any violation by the Trust or any agent of the Trust of any applicable investment policy, law or regulation, (iii) any misstatement or omission in Trust Materials or any the Trust Data; (iv) any breach by the Trust of any material representation, warranty or agreement contained in this Agreement; (v) any act or omission of the Trust prior to the Effective Date, a Special Third Party Vendor, the Trust’s other service providers (such as custodians, prime brokers, transfer agents, investment advisers and sub-adviser(s) for which the Administrator is pursued in a legal action as responsible; (vi) any pricing error caused by the failure of the Trust’s investment adviser or sub-adviser to provide a trade ticket or for incorrect information included in any trade ticket; or (vii) any act or omission of the Administrator as a result of the Administrator’s compliance with the Trust’s instructions to return an Authorized Participant’s investment or restrict the payment of redemption proceeds, provided, however, that in the event of any liability arising out of or related the Administrator’s negligence in any way to the use performance of the Broadband Services Services, the Trust’s indemnification obligation under this Section 5.03 shall arise only after the Administrator has satisfied its payment obligations in respect of such liability pursuant to Section 5.01. The Administrator shall indemnify, defend and hold harmless the Trust from and against, and the Trust shall have no liability in connection with any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) that is directly caused by Customer or otherwise arising out of Customer's breach of any term of arises from the AgreementAdministrator’s bad faith, willful or criminal misconduct or fraud.

Limitation of Liability and Indemnification. CUSTOMER AGREES THAT ALL BROADBAND 5.01 THE DUTIES OF THE ADMINISTRATOR SHALL BE CONFINED TO THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT, AND NO IMPLIED DUTIES ARE ASSUMED BY OR MAY BE ASSERTED AGAINST THE ADMINISTRATOR. EXCEPT TO THE EXTENT ARISING OUT OF THE ADMINISTRATOR'S BAD FAITH, FRAUD, GROSS NEGLIGENCE (AS DEFINED HEREIN) WILFUL MISFEASANCE OR CRIMINAL MISCONDUCT IN THE PERFORMANCE OF THE SERVICES ARE PROVIDED BY COMPANY ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KINDUNDER THIS AGREEMENT, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT THE ADMINISTRATOR'S AGGREGATE LIABILITY TO THE TRUST WILL BE LIMITED TO WARRANTIES MONETARY DAMAGES NOT TO EXCEED THE GREATER OF TITLE(i) THE AMOUNT OF FEES PAID HEREUNDER DURING THE TWENTY-FOUR MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE FIRST SUCH CLAIM TO OCCUR; AND ONE MILLION DOLLARS ($1,000,000). For the avoidance of doubt, NON INFRINGEMENT OR IMPLIED WARRANTIES the Administrator shall not be responsible for any breach in the performance of its obligations under this Agreement to the extent due to (i) the failure or delay of the Trust or its agents to perform its obligations under this Agreement or (ii) the Administrator's reliance on Trust Data. Each party shall have the duty to mitigate its damages for which another party may become responsible. As used in this Section 5, the term "Administrator" shall include the officers, directors, employees, affiliates and agents of the Administrator as well as that entity itself. NOTWITHSTANDING ANY OTHER PROVISION OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSETHIS AGREEMENT TO THE CONTRARY, OR THAT SUCH SERVICES WILL BE ERROR FREE. COMPANY MAKES NO WARRANTY THAT THE BROADBAND SERVICES WILL BE UNINTERRUPTED, OR WILL SECURE CUSTOMER'S COMPUTER FROM THIRD PARTY UNAUTHORIZED ACCESS OR MONITORING. CUSTOMER AGREES THAT ALL USE OF THE BROADBAND SERVICES IS AT CUSTOMER'S SOLE RISK AND CUSTOMER EXPRESSLY ACKNOWLEDGES AND ACCEPTS THE BROADBAND SERVICES KNOWING THAT SUCH SERVICES ARE SUBJECT TO INTERRUPTION FROM POWER OUTAGES AND EQUIPMENT FAILURES. IN NO EVENT WILL COMPANY, ITS AFFILIATES OR PARENT CORPORATION, SHALL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR OTHER NON-DIRECT DAMAGES OF ANY KINDKIND ARISING FROM OR RELATING TO THIS AGREEMENT WHETHER SUCH LIABILITY IS PREDICATED ON CONTRACT, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THE INSTALLATION, REPAIR, REPLACEMENTSTRICT LIABILITY, OR REMOVAL ANY OTHER THEORY AND REGARDLESS OF COMPANY'S EQUIPMENT, WHETHER THE USE OR INABILITY TO USE THE BROADBAND SERVICES, OR THE USE OR INABILITY TO USE ANY THIRD PARTY SERVICES INCLUDING, BUT NOT LIMITED TO E911 SERVICE AND HOME SECURITY OR MEDICAL MONITORING SERVICE, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL SPECIAL CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT THERE IS NEGLIGENCE ON THE PART OF COMPANY AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. 5.02 The Administrator may, from time to time, provide to the Trust services and products ("Special Third Party Services") from external third party sources that are telecommunication carriers, Pricing Sources, data feed providers or other similar service providers ("Special Third Party Vendors"). IN The Trust acknowledges and agrees that the Special Third Party Services are confidential and proprietary trade secrets of the Special Third Party Vendors. Accordingly, the Trust shall honor requests by the Administrator and the Special Third Party Vendors to protect their proprietary rights in their data, information and property including requests that the Trust place copyright notices or other proprietary legends on printed matter, print outs, tapes, disks, film or any other medium of dissemination. The Trust further acknowledges and agrees that all Special Third Party Services are provided on an "AS IS WITH ALL FAULTS" basis solely for such Trust's internal use, and as an aid in connection with the receipt of the Services. The Trust may use Special Third Party Services as normally required on view-only screens and hard copy statements, reports and other documents necessary to support the Trust's investors, however the Trust shall not distribute any Special Third Party Services to other third parties. THE SPECIAL THIRD PARTY VENDORS AND THE ADMINISTRATOR MAKE NO EVENT WILL COMPANY'S LIABILITY EXCEED WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR ANY OTHER MATTER WITH RESPECT TO ANY OF THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE BROADBAND SPECIAL THIRD PARTY SERVICES. Customer agrees to defendNEITHER THE ADMINISTRATOR NOR THE SPECIAL THIRD PARTY VENDORS SHALL BE LIABLE FOR ANY DAMAGES SUFFERED BY THE TRUST IN THE USE OF ANY OF THE SPECIAL THIRD PARTY SERVICES, indemnify INCLUDING, WITHOUT LIMITATION, LIABILITY FOR ANY INCIDENTAL, CONSEQUENTIAL OR SIMILAR DAMAGES. 5.03 The Trust shall indemnify, defend and hold harmless Companythe Administrator from and against and the Administrator shall have no liability in connection with any and all actions, its affiliates suits and Parent Corporationclaims, whether groundless or otherwise, and from and against any and all claims losses, damages, costs, charges, reasonable counsel fees and expensesdisbursements, payments, expenses and liabilities (including reasonable attorneys' feesinvestigation expenses) arising directly or indirectly out of: (i) any act or omission of the Administrator in carrying out its duties hereunder or as a result of the Administrator's reliance upon any instructions, arising out notice or instrument that the Administrator reasonably believes is genuine and signed or presented by an authorized Person of the Trust; (ii) any violation by the Trust or related any agent of the Trust of any applicable investment policy, law or regulation, (iii) any misstatement or omission in the Trust Materials or any Trust Data; (iv) any breach by the Trust of any representation, warranty or agreement contained in this Agreement; (v) any act or omission of the Trust, a Special Third Party Vendor, the Trust's other service providers (such as custodians, prime brokers, transfer agents, the Investment Adviser and sub- advisers); (vi) any pricing error caused by the failure of the Trust's Investment Adviser or sub-adviser to provide a trade ticket or for incorrect information included in any way trade ticket; or (vii) any act or omission of the Administrator as a result of the Administrator's compliance with the Regulations, including, but not limited to, returning an investor's Investment or restricting the payment of redemption proceeds; PROVIDED THAT the indemnification under this clause 5.03 shall not apply to the use extent any such loss, damage or expense is caused by or arises from the Administrator's bad faith, fraud, Gross Negligence, wilful misfeasance or criminal conduct in the performance of the Broadband Services under this Agreement. 5.04 The Administrator may apply to the Trust, the Investment Adviser or any Person acting on the Trust's behalf at any time for instructions and may consult counsel for the Trust or the Investment Adviser or with accountants, counsel and other experts with respect to any matter arising in connection with the Administrator's duties hereunder, and the Administrator shall not be liable or accountable for any action taken or omitted by Customer it in good faith in accordance with such instruction or otherwise arising out with the advice of Customercounsel, accountants or other experts. The Administrator will not consult with the Trust's breach or the Investment Adviser's counsel pursuant to this SECTION 5.04 without the knowledge of the Trust's officers. Also, the Administrator shall not be liable for actions taken pursuant to any document which it reasonably believes to be genuine and to have been signed by the proper Person or Persons. The Administrator shall not be held to have notice of any term change of authority of any officer, employee or agent of the AgreementTrust until receipt of written notice thereof. To the extent that the Administrator consults with the Trust counsel pursuant to this provision, any such reasonable expense shall be borne by the Trust. 5.05 The Administrator shall have no liability for its reliance on Trust Data or the performance or omissions of unaffiliated third parties such as, by way of example and not limitation, transfer agents, sub-transfer agents, custodians, prime brokers, placement agents, third party marketers, asset data service providers, the Investment Adviser or sub-advisers, current third party service providers, Pricing Sources, software providers, printers, postal or delivery services, telecommunications providers and processing and settlement SEI -- 187423v1

Limitation of Liability and Indemnification. CUSTOMER AGREES THAT ALL BROADBAND SERVICES 5.01 THE DUTIES OF THE ADMINISTRATOR SHALL BE CONFINED TO THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT, AND NO IMPLIED DUTIES ARE PROVIDED ASSUMED BY COMPANY ON AN "OR MAY BE ASSERTED AGAINST THE ADMINISTRATOR. EXCEPT TO THE EXTENT ARISING OUT OF THE ADMINISTRATOR’S BAD FAITH, FRAUD, GROSS NEGLIGENCE (AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KINDDEFINED HEREIN), EITHER EXPRESS WILLFUL MISCONDUCT OR IMPLIEDCRIMINAL MISCONDUCT WHEN PROVIDING THE SERVICES, INCLUDING BUT NOT THE ADMINISTRATOR’S AGGREGATE LIABILITY TO THE FUND WILL BE LIMITED TO WARRANTIES MONETARY DAMAGES MUTUALLY AGREED UPON FROM TIME TO TIME IN A SEPARATE WRITING EXECUTED BY THE PARTIES (THE “AGREEMENT TERMS SEI – 266179 LETTER”). For the avoidance of doubt, the Administrator shall not be responsible for any breach in the performance of its obligations under this Agreement due to (i) the failure or delay of the Trust or its agents to perform its obligations under this Agreement or (ii) the Administrator’s reliance on the Trust Data. Each party shall have the duty to mitigate its damages for which another party may become responsible. As used in this Section 5, the term “Administrator” shall include the officers, directors, employees, affiliates and agents of the Administrator as well as that entity itself. NOTWITHSTANDING ANY OTHER PROVISION OF TITLETHIS AGREEMENT TO THE CONTRARY, NON INFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT SUCH SERVICES WILL BE ERROR FREE. COMPANY MAKES NO WARRANTY THAT THE BROADBAND SERVICES WILL BE UNINTERRUPTED, OR WILL SECURE CUSTOMER'S COMPUTER FROM THIRD PARTY UNAUTHORIZED ACCESS OR MONITORING. CUSTOMER AGREES THAT ALL USE OF THE BROADBAND SERVICES IS AT CUSTOMER'S SOLE RISK AND CUSTOMER EXPRESSLY ACKNOWLEDGES AND ACCEPTS THE BROADBAND SERVICES KNOWING THAT SUCH SERVICES ARE SUBJECT TO INTERRUPTION FROM POWER OUTAGES AND EQUIPMENT FAILURES. IN NO EVENT WILL COMPANY, ITS AFFILIATES SHALL THE ADMINISTRATOR OR PARENT CORPORATION, THE TRUST BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR OTHER NON-DIRECT DAMAGES OF ANY KINDKIND WHETHER SUCH LIABILITY IS PREDICATED ON CONTRACT, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THE INSTALLATION, REPAIR, REPLACEMENTSTRICT LIABILITY, OR REMOVAL ANY OTHER THEORY AND REGARDLESS OF COMPANY'S EQUIPMENT, WHETHER THE USE OR INABILITY TO USE THE BROADBAND SERVICES, FUND OR THE USE OR INABILITY TO USE ANY THIRD PARTY SERVICES INCLUDING, BUT NOT LIMITED TO E911 SERVICE AND HOME SECURITY OR MEDICAL MONITORING SERVICE, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL SPECIAL CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT THERE ADMINISTRATOR IS NEGLIGENCE ON THE PART OF COMPANY AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. 5.02 The Administrator may, from time to time, provide to the Trust services and products (“Special Third Party Services”) from external third party sources that are Pricing Sources or other similar service providers (“Special Third Party Vendors”). IN The Trust acknowledges and agrees that the Special Third Party Services are confidential and proprietary trade secrets of the Special Third Party Vendors. Accordingly, the Trust shall honor reasonable requests by the Administrator and the Special Third Party Vendors to protect their proprietary rights in their data, information and property including requests that the Trust place copyright notices or other proprietary legends on printed matter, print outs, tapes, disks, film or any other medium of dissemination. The Trust further acknowledges and agrees that all Special Third Party Services are provided on an “AS IS WITH ALL FAULTS” basis solely for such the Trust’s internal use, and as an aid in connection with the receipt of the Services. The Trust may use Special Third Party Services as normally required on view-only screens and hard copy statements, reports and other documents necessary to support such the Trust’s investors; however the Trust shall not distribute any Special Third Party Services to other third parties (other than to the Trust’s Representatives (defined below) who need to receive such information or Special Third Party Services in order for the Trust to perform its obligations under this Agreement. THE SPECIAL THIRD PARTY VENDORS AND THE ADMINISTRATOR MAKE NO EVENT WILL COMPANY'S LIABILITY EXCEED WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR ANY OTHER MATTER WITH RESPECT TO ANY OF THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE BROADBAND SPECIAL THIRD PARTY SERVICES. Customer agrees to defendNEITHER THE ADMINISTRATOR NOR THE SPECIAL THIRD PARTY VENDORS SHALL BE LIABLE FOR ANY DAMAGES SUFFERED BY THE FUND IN THE USE OF ANY OF THE SPECIAL THIRD PARTY SERVICES, indemnify INCLUDING, WITHOUT LIMITATION, LIABILITY FOR ANY INCIDENTAL, CONSEQUENTIAL OR SIMILAR DAMAGES. 5.03 The Trust shall indemnify, defend and hold harmless Companythe Administrator from and against and the Administrator shall have no liability in connection with any and all actions, its affiliates suits and Parent Corporationclaims, whether groundless or otherwise, and from and against any and all claims losses, damages, costs, charges, reasonable counsel fees and expensesdisbursements, payments, expenses and liabilities (including reasonable attorneys' feesinvestigation expenses) arising directly or indirectly out of: (i) any act or omission of the Administrator in carrying out its duties hereunder or as a result of the Administrator’s reliance upon any instructions, notice or instrument that the Administrator believes is genuine and signed or presented by an authorized Person of the Trust; provided that this indemnification shall not apply if any such loss, damage or expense is caused by or arises from the Administrator’s bad faith, fraud, Gross Negligence, willful misconduct or criminal misconduct in the performance of the Services; (ii) any violation by the Trust or any agent of the Trust of any applicable investment policy, law or regulation; (iii) any misstatement or omission in Trust Materials SEI – 266179 or any the Trust Data; (iv) any material breach by the Trust of any representation, warranty or agreement contained in this Agreement; (v) any act or omission of the Trust, the Trust’s former administrator prior to the Effective Date, a Special Third Party Vendor, the Trust’s other service providers (such as custodians, prime brokers, transfer agents, investment advisers and sub-adviser(s); (vi) any pricing error caused by the failure of the Trust’s investment adviser or sub-adviser to provide a trade ticket or for incorrect information included in any trade ticket; or (vii) any act or omission of the Administrator as a result of the Administrator’s compliance with the Regulations, including, but not limited to, returning an investor’s investment or restricting the payment of redemption proceeds. 5.04 The Administrator may apply to the Trust, the Trust’s sponsor or any Person acting on the Trust’s behalf at any time for instructions and may consult counsel for the Trust or the Trust’s sponsor or with accountants, counsel and other experts with respect to any matter arising in connection with the Administrator’s duties hereunder, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the advice of counsel, accountants or other experts provided that Administrator has consulted with an authorized Person of the Trust and received authorization from such authorized Person of the Trust regarding the Administrator’s proposed course of action or non-action specific to the Trust or a Fund. Also, the Administrator shall not be liable for actions taken pursuant to any document which it reasonably believes to be genuine and to have been signed by the proper Person or Persons. The Administrator shall not be held to have notice of any change of authority of any officer, employee or agent of the Trust until receipt of written notice thereof. To the extent that the Administrator consults with the Trust counsel pursuant to this provision, any such expense shall be borne by the Trust. 5.05 The Administrator shall have no liability for its reliance on the Trust Data or the performance or omissions of unaffiliated third parties such as, by way of example and not limitation, transfer agents, sub-transfer agents, custodians, prime brokers, placement agents, third party marketers, asset data service providers, investment advisers (including, without limitation, the sponsor) or sub-advisers, current or former third party service providers, Pricing Sources, software providers, printers, postal or delivery services, prior administrators, telecommunications providers and processing and settlement services. The Administrator may rely on and shall have no duty to investigate or confirm the accuracy or adequacy of any information provided by any of the foregoing third parties. 5.06 The Administrator shall have no obligations with respect to any laws relating to the distribution, purchase or sale of securities. Further, the Trust assumes full responsibility for the preparation, contents and distribution of its Trust Materials and its compliance with all applicable laws, rules, and regulations. 5.07 The indemnification rights hereunder shall include the right to reasonable advances of defense expenses on an as-incurred basis in the event of any pending or threatened litigation or Action with respect to which indemnification hereunder may ultimately be merited; provided however, that the Administrator shall promptly reimburse the Trust for any such advanced expenses to the extent it is determined by a court of competent jurisdiction that Administrator is not entitled to indemnity hereunder. If in any case the Trust is asked to indemnify or hold the Administrator harmless, the Administrator shall promptly advise the Trust of the pertinent facts concerning the situation in question, and the Administrator will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification, but failure to do so shall not affect the rights hereunder. SEI – 266179 5.08 The Trust shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust does not elect to assume the defense of a suit, it will advance to the Administrator the fees and expenses of any counsel retained by the Administrator. None of the parties hereto shall settle or compromise any action, suit, proceeding or claim if such settlement or compromise provides for an admission of liability on the part of the indemnified party without such indemnified party’s written consent. 5.09 Notwithstanding any disclaimers by the Administrator of liability to a Fund herein, the Administrator shall not be absolved of liability for any of its acts or omissions in connection with any Services performed pursuant to this Agreement to the extent such liability arises out of the Administrator’s bad faith, fraud, Gross Negligence, willful misconduct or related in any way to criminal misconduct. 5.10 THE TRUST AND THE ADMINISTRATOR HAVE FREELY AND OPENLY NEGOTIATED THIS AGREEMENT, INCLUDING THE PRICING, WITH THE KNOWLEDGE THAT THE LIABILITY OF THE PARTIES IS TO BE LIMITED IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT. 5.11 The provisions of this Section 5 shall survive the use termination of the Broadband Services by Customer or otherwise arising out of Customer's breach of any term of the this Agreement.

Limitation of Liability and Indemnification. CUSTOMER AGREES THAT ALL BROADBAND a. NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, WITH RESPECT TO THE COOPERATIVE'S PROVISION OF ELECTRIC SERVICE TO THE MEMBER AND THE SERVICES ARE PROVIDED BY COMPANY ON AN "THE COOPERATIVE PURSUANT TO THIS AGREEMENT, COOPERATIVE'S LIABILITY TO THE MEMBER SHALL BE LIMITED AS IS" SET FORTH IN THE COOPERATIVE'S TARIFFS AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KINDTERMS AND CONDITIONS FOR ELECTRIC SERVICE, EITHER EXPRESS OR IMPLIEDWHICH ARE INCORPORATED HEREIN BY REFERENCE. b. NEITHER COOPERATIVE NOR THE MEMBER SHALL BE LIABLE TO THE OTHER FOR DAMAGES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLECONSEQUENTIAL DAMAGES, NON INFRINGEMENT FOR ANY ACT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSEOMISSION THAT IS BEYOND SUCH PARTY'S CONTROL, OR THAT SUCH SERVICES WILL BE ERROR FREE. COMPANY MAKES NO WARRANTY THAT THE BROADBAND SERVICES WILL BE UNINTERRUPTED, OR WILL SECURE CUSTOMER'S COMPUTER FROM THIRD PARTY UNAUTHORIZED ACCESS OR MONITORING. CUSTOMER AGREES THAT ALL USE OF THE BROADBAND SERVICES IS AT CUSTOMER'S SOLE RISK AND CUSTOMER EXPRESSLY ACKNOWLEDGES AND ACCEPTS THE BROADBAND SERVICES KNOWING THAT SUCH SERVICES ARE SUBJECT TO INTERRUPTION FROM POWER OUTAGES AND EQUIPMENT FAILURES. IN NO EVENT WILL COMPANY, ITS AFFILIATES OR PARENT CORPORATION, BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THE INSTALLATION, REPAIR, REPLACEMENT, OR REMOVAL OF COMPANY'S EQUIPMENT, THE USE OR INABILITY TO USE THE BROADBAND SERVICES, OR THE USE OR INABILITY TO USE ANY THIRD PARTY SERVICES INCLUDING, BUT NOT LIMITED TO, ANY EVENT THAT IS A RESULT OF AN ACT OF GOD, LABOR DISTURBANCE, ACT OF THE PUBLIC ENEMY, WAR, INSURRECTION, RIOT, FIRE, STORM, FLOOD, EXPLOSION, BREAKAGE OR ACCIDENT TO E911 SERVICE AND HOME SECURITY OR MEDICAL MONITORING SERVICEANY PART OF THE COOPERATIVE’S SYSTEM, INCLUDING MACHINERY OR EQUIPMENT OWNED BY THE COOPERATIVE, OR A CURTAILMENT, LAW, ORDER, REGULATION OR RESTRICTION BY GOVERNMENTAL, MILITARY, OR LAWFULLY ESTABLISHED CIVILIAN AUTHORITIES. ALL OTHER PROVISIONS NOTWITHSTANDING, IN NO EVENT SHALL THE COOPERATIVE BE LIABLE TO THE MEMBER FOR ANY DIRECTINTEREST, LOSS OF ANTICIPATED REVENUE, EARNINGS, PROFITS, OR INCREASED EXPENSE OF OPERATIONS, LOSS BY REASON OF SHUTDOWN OR NON-OPERATION OF MEMBER’S PREMISES OR FACILITY FOR ANY INDIRECT, INCIDENTAL SPECIAL INCIDENTAL, OR CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED, IN WHOLE OR PART, TO THIS AGREEMENT. THE COOPERATIVE SHALL NOT BE LIABLE IN ANY EVENT FOR CONSEQUENTIAL DAMAGES. c. NOTWITHSTANDING PARAGRAPH 5.B OF THIS AGREEMENT, THE MEMBER SHALL ASSUME ALL LIABILITY FOR, AND SHALL INDEMNIFY COOPERATIVE FOR, ANY CLAIMS, LOSSES, COSTS, AND EXPENSES OF ANY KIND OR PUNITIVE DAMAGESCHARACTER TO THE EXTENT THAT THEY RESULT FROM THE MEMBER'S NEGLIGENCE OR OTHER WRONGFUL CONDUCT IN CONNECTION WITH THE DESIGN, WHETHER CONSTRUCTION OR OPERATION OF THE FACILITIES OR INTERCONNECTION FACILITIES. SUCH INDEMNITY SHALL INCLUDE, BUT IS NOT THERE IS NEGLIGENCE LIMITED TO, FINANCIAL RESPONSIBILITY FOR (A) MONETARY LOSSES; (B) REASONABLE COSTS AND EXPENSES OF DEFENDING AN ACTION OR CLAIM; (C) DAMAGES RELATED TO DEATH OR INJURY; (D) DAMAGES TO PROPERTY; AND (E) DAMAGES FOR THE DISRUPTION OF BUSINESS. THIS PARAGRAPH DOES NOT CREATE A LIABILITY ON THE PART OF COMPANY THE MEMBER TO THE COOPERATIVE OR A THIRD PERSON, BUT REQUIRES INDEMNIFICATION WHERE SUCH LIABILITY EXISTS. d. THE MEMBER SHALL INDEMNIFY THE COOPERATIVE AGAINST, AND WHETHER HOLD THE COOPERATIVE HARMLESS FROM, ALL CLAIMS BY THIRD PARTIES FOR BOTH INJURIES TO PERSONS, INCLUDING DEATH RESULTING THEREFROM, AND DAMAGES TO PROPERTY OCCURRING UPON THE PREMISES OWNED OR OPERATED BY THE MEMBER ARISING DIRECTLY OR INDIRECTLY FROM THE FACILITY. e. Cooperative and the Member shall each be responsible for the safe installation, maintenance, repair and condition of their respective lines, wires, switches, or other equipment or property on their respective sides of the Point of Interconnection. The Cooperative, while retaining the right to inspect, does not assume any duty of inspecting the Member's lines, wires, switches, or other equipment or property and will not be responsible therefore. The Member assumes all responsibility for the electric service supplied hereunder and the facilities used in connection therewith at or beyond the Point of Interconnection. f. For the mutual protection of the Member and the Cooperative, only with Cooperative prior written authorization are the connections between the Cooperative's service wires and the Member's service entrance conductors to be energized. g. THE MEMBER ACKNOWLEDGES AND AGREES THAT ANY REVIEW OR ACCEPTANCE BY THE COOPERATIVE OF MEMBER’S PLANS, SPECIFICATIONS AND OTHER INFORMATION, SHALL NOT COMPANY HAS BEEN ADVISED IMPOSE ANY LIABILITY ON THE COOPERATIVE AND DOES NOT GUARANTEE THE ADEQUACY OF THE POSSIBILITY MEMBER’S EQUIPMENT OR THE FACILITY TO PERFORM ITS INTENDED FUNCTION. THE COOPERATIVE DISCLAIMS ANY EXPERTISE OR SPECIAL KNOWLEDGE RELATING TO THE DESIGN OR PERFORMANCE OF ANY GENERATING INSTALLATIONS AND DOES NOT WARRANT THE EFFICIENCY, COST-EFFECTIVENESS, SAFETY, DURABILITY, OR RELIABILITY OF SUCH DAMAGES. IN NO EVENT WILL COMPANY'S LIABILITY EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE BROADBAND SERVICES. Customer agrees to defend, indemnify and hold harmless Company, its affiliates and Parent Corporation, from and against any and all claims and expenses, including reasonable attorneys' fees, arising out of or related in any way to the use of the Broadband Services by Customer or otherwise arising out of Customer's breach of any term of the AgreementFACILITY.

Limitation of Liability and Indemnification. CUSTOMER AGREES THAT ALL BROADBAND SERVICES 5.01 THE DUTIES OF THE ADMINISTRATOR SHALL BE CONFINED TO THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT, AND NO IMPLIED DUTIES ARE PROVIDED ASSUMED BY COMPANY ON AN "OR MAY BE ASSERTED AGAINST THE ADMINISTRATOR. EXCEPT TO THE EXTENT ARISING OUT OF THE ADMINISTRATOR’S BAD FAITH, FRAUD, GROSS NEGLIGENCE (AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KINDDEFINED HEREIN), EITHER EXPRESS WILLFUL MISCONDUCT OR IMPLIEDCRIMINAL MISCONDUCT WHEN PROVIDING THE SERVICES, INCLUDING BUT NOT THE ADMINISTRATOR’S AGGREGATE LIABILITY TO THE FUNDS WILL BE LIMITED TO WARRANTIES MONETARY DAMAGES NOT TO EXCEED THE AMOUNT OF TITLEFEES PAID HEREUNDER DURING THE THREE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE FIRST SUCH CLAIM TO OCCUR. For the avoidance of doubt, NON INFRINGEMENT OR IMPLIED WARRANTIES the Administrator shall not be responsible for any breach in the performance of its obligations under this Agreement due to (i) the failure or delay of any Fund, underlying fund or either of their respective agents to perform its obligations under this Agreement or (ii) the Administrator’s reliance on Fund Data. Each party shall have the duty to mitigate its damages for which another party may become responsible. As used in this Section 5, the term “Administrator” shall include the officers, directors, employees, affiliates and agents of the Administrator as well as that entity itself. 5.02 NOTWITHSTANDING ANY OTHER PROVISION OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSETHIS AGREEMENT TO THE CONTRARY, OR THAT SUCH SERVICES WILL BE ERROR FREE. COMPANY MAKES NO WARRANTY THAT THE BROADBAND SERVICES WILL BE UNINTERRUPTED, OR WILL SECURE CUSTOMER'S COMPUTER FROM THIRD PARTY UNAUTHORIZED ACCESS OR MONITORING. CUSTOMER AGREES THAT ALL USE OF THE BROADBAND SERVICES IS AT CUSTOMER'S SOLE RISK AND CUSTOMER EXPRESSLY ACKNOWLEDGES AND ACCEPTS THE BROADBAND SERVICES KNOWING THAT SUCH SERVICES ARE SUBJECT TO INTERRUPTION FROM POWER OUTAGES AND EQUIPMENT FAILURES. IN NO EVENT WILL COMPANY, ITS AFFILIATES OR PARENT CORPORATION, SHALL THE ADMINISTRATOR BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR OTHER NON-DIRECT DAMAGES OF ANY KINDKIND WHETHER SUCH LIABILITY IS PREDICATED ON CONTRACT, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THE INSTALLATION, REPAIR, REPLACEMENTSTRICT LIABILITY, OR REMOVAL ANY OTHER THEORY AND REGARDLESS OF COMPANY'S EQUIPMENT, WHETHER THE USE OR INABILITY TO USE THE BROADBAND SERVICES, OR THE USE OR INABILITY TO USE ANY THIRD PARTY SERVICES INCLUDING, BUT NOT LIMITED TO E911 SERVICE AND HOME SECURITY OR MEDICAL MONITORING SERVICE, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL SPECIAL CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT THERE FUND IS NEGLIGENCE ON THE PART OF COMPANY AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. 5.03 The Administrator may, from time to time, provide to the Trust services and products (“Special Third Party Services”) from external third party sources that are Pricing Sources or other similar service providers (“Special Third Party Vendors”). IN The Trust acknowledges and agrees that the Special Third Party Services are confidential and proprietary trade secrets of the Special Third Party Vendors. Accordingly, the Trust shall honor requests by the Administrator and the Special Third Party Vendors to protect their proprietary rights in their data, information and property including requests that the Trust place copyright notices or other proprietary legends on printed matter, print outs, tapes, disks, film or any other medium of dissemination. The Trust further acknowledges and agrees that all Special Third Party Services are provided on an “AS IS WITH ALL FAULTS” basis solely for such the Trust’s internal use, and as an aid in connection with the receipt of the Services. The Trust may use Special Third Party Services as normally required on view-only screens and hard copy statements, reports and other documents necessary to support such the Trust’s investors, however the Trust shall not distribute any Special Third Party Services to other third parties. THE SPECIAL THIRD PARTY VENDORS AND THE ADMINISTRATOR MAKE NO EVENT WILL COMPANY'S LIABILITY EXCEED WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR ANY OTHER MATTER WITH RESPECT TO ANY OF THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE BROADBAND SPECIAL THIRD PARTY SERVICES. Customer agrees to defendNEITHER THE ADMINISTRATOR NOR THE SPECIAL THIRD PARTY VENDORS SHALL BE LIABLE FOR ANY DAMAGES SUFFERED BY THE FUND IN THE USE OF ANY OF THE SPECIAL THIRD PARTY SERVICES, indemnify INCLUDING, WITHOUT LIMITATION, LIABILITY FOR ANY INCIDENTAL, CONSEQUENTIAL OR SIMILAR DAMAGES. 5.04 The Trust shall indemnify, defend and hold harmless Companythe Administrator from and against and the Administrator shall have no liability in connection with any and all actions, its affiliates suits and Parent Corporationclaims, whether groundless or otherwise, and from and against any and all claims losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of: (i) any act or omission of the Administrator in carrying out its duties hereunder or as a result of the Administrator’s reliance upon any instructions, notice or instrument that the Administrator believes is genuine and signed or presented by an authorized Person of the Trust; provided that this indemnification shall not apply if any such loss, damage or expense is caused by or arises from the Administrator’s bad faith, fraud, Gross Negligence, willful misconduct or criminal misconduct in the performance of the Services; (ii) any violation by the Trust or any agent of the Trust of any applicable investment policy, law or regulation, (iii) any misstatement or omission in Trust Materials or any the Trust Data; (iv) any breach by the Trust of any representation, warranty or agreement contained in this Agreement; (v) any act or omission of the Trust, the Trust’s former administrator prior to the Effective Date, a Special Third Party Vendor, the Trust’s other service providers (such as custodians, prime brokers, transfer agents, investment advisers and sub-adviser(s); (vi) any pricing error caused by the failure of the Trust’s investment adviser or sub-adviser to provide a trade ticket or for incorrect information included in any trade ticket; or (vii) any act or omission of the Administrator as a result of the Administrator’s compliance with the Regulations, including, but not limited to, returning an investor or Authorized Participant’s investment or restricting the payment of redemption proceeds. 5.05 To the extent that the Trust receives Special Third Party Services from Interactive Data Corporation (“IDC”), the Trust shall indemnify and hold harmless IDC and its suppliers from any and all losses, damages, liability, costs, including reasonable attorneys' attorney’s fees, resulting directly or indirectly from any claim or demand against IDC by a third party arising out of of, derived from, or related to the accuracy or completeness of any such Special Third Party Services received by the Trust. IDC shall not be liable for any claim or demand against the Trust by any third party. 5.06 The Administrator may apply to the Trust, the Trust’s sponsor or any Person acting on the Trust’s behalf at any time for instructions and may consult counsel for the Trust or the Trust’s sponsor or with accountants, counsel and other experts with respect to any matter arising in connection with the Administrator’s duties hereunder, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the advice of counsel, accountants or other experts. Also, the Administrator shall not be liable for actions taken pursuant to any document which it reasonably believes to be genuine and to have been signed by the proper Person or Persons. The Administrator shall not be held to have notice of any change of authority of any officer, employee or agent of the Trust until receipt of written notice thereof. To the extent that the Administrator consults with the Trust counsel pursuant to this provision, any such expense shall be borne by the Trust. 5.07 The Administrator shall have no liability for its reliance on the Trust Data or the performance or omissions of unaffiliated third parties such as, by way of example and not limitation, transfer agents, sub-transfer agents, custodians, prime brokers, placement agents, third party marketers, asset data service providers, investment advisers (including, without limitation, the sponsor) or sub-advisers, current or former third party service providers, Pricing Sources, software providers, printers, postal or delivery services, prior administrators, telecommunications providers and processing and settlement services. The Administrator may rely on and shall have no duty to investigate or confirm the accuracy or adequacy of any information provided by any of the foregoing third parties. 5.08 The Administrator shall have no obligations with respect to any laws relating to the distribution, purchase or sale of Creation Units or underlying securities. Further, the Trust assumes full responsibility for the preparation, contents and distribution of its Trust Materials and its compliance with all applicable laws, rules, and regulations. 5.09 The indemnification rights hereunder shall include the right to reasonable advances of defense expenses on an as-incurred basis in the event of any pending or threatened litigation or Action with respect to which indemnification hereunder may ultimately be merited. If in any way case the Trust is asked to indemnify or hold the Administrator harmless, the Administrator shall promptly advise the Trust of the pertinent facts concerning the situation in question, and the Administrator will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification, but failure to do so shall not affect the rights hereunder. 5.10 The Trust shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the use Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust does not elect to assume the defense of a suit, it will advance to the Administrator the fees and expenses of any counsel retained by the Administrator. None of the Broadband Services by Customer parties hereto shall settle or otherwise arising out compromise any action, suit, proceeding or claim if such settlement or compromise provides for an admission of Customer's breach of any term liability on the part of the indemnified party without such indemnified party’s written consent. 5.11 THE TRUST AND THE ADMINISTRATOR HAVE FREELY AND OPENLY NEGOTIATED THIS AGREEMENT, INCLUDING THE PRICING, WITH THE KNOWLEDGE THAT THE LIABILITY OF THE PARTIES IS TO BE LIMITED IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT. 5.12 The provisions of this Section 5 shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. CUSTOMER AGREES THAT ALL BROADBAND SERVICES ARE PROVIDED BY COMPANY ON AN "AS IS" AND "AS AVAILABLE" BASIS 19.1 XXXX SHALL HAVE NO OBLIGATION OR LIABILITY (AT LAW OR IN EQUITY), WHETHER ARISING IN CONTRACT (INCLUDING WITHOUT WARRANTIES LIMITATION, WARRANTY), IN TORT (INCLUDING THE ACTIVE, PASSIVE OR IMPUTED NEGLIGENCE OR STRICT PRODUCTS LIABILITY OF XXXX OR ITS AFFILIATES), OR OTHERWISE, FOR LOSS OF USE, REVENUE OR PROFIT OR FOR ANY OTHER INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KINDKIND OR NATURE, EITHER FOR ANY LOSSES OR DAMAGES FOR OR ARISING OUT (I) OF ANY NON-CONFORMANCE OR DEFECT IN OR DESIGN OR CONDITION OF ANY AIRCRAFT, EQUIPMENT, XXXX PARTS, VENDOR PARTS, SPARE PART, GROUND SUPPORT EQUIPMENT, TECHNICAL PUBLICATION OR DATA OR ANY SERVICES TO BE PROVIDED HEREUNDER, OR (II) ANY OTHER FAILURE BY XXXX TO PERFORM ANY OBLIGATION HEREUNDER. 19.2 ANNEX B HERETO EXCLUSIVELY SETS FORTH BRAD'S OBLIGATIONS WITH RESPECT TO ANY NON-CONFORMANCE OF THE AIRCRAFT WITH THE SPECIFICATION OR ANY DEFECT IN THE AIRCRAFT. EXCEPT AS SET FORTH IN ANNEX B THERE ARE NO UNDERSTANDINGS, REPRESENTATIONS, CONDITIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED BETWEEN THE PARTIES WITH RESPECT TO WARRANTIES OF TITLE, NON INFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT SUCH SERVICES WILL BE ERROR FREE. COMPANY MAKES NO WARRANTY THAT THE BROADBAND SERVICES WILL BE UNINTERRUPTED, OR WILL SECURE CUSTOMER'S COMPUTER FROM THIRD PARTY UNAUTHORIZED ACCESS OR MONITORING. CUSTOMER AGREES THAT ALL USE ANY NON-CONFORMANCE OF THE BROADBAND SERVICES IS AT CUSTOMER'S SOLE RISK AND CUSTOMER EXPRESSLY ACKNOWLEDGES AND ACCEPTS THE BROADBAND SERVICES KNOWING THAT SUCH SERVICES ARE SUBJECT TO INTERRUPTION FROM POWER OUTAGES AND EQUIPMENT FAILURES. IN NO EVENT WILL COMPANY, ITS AFFILIATES OR PARENT CORPORATION, BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION AIRCRAFT WITH THE INSTALLATIONSPECIFICATION OR ANY DEFECT IN THE AIRCRAFT OR ANY OTHER THING DELIVERED UNDER THIS AGREEMENT. 19.3 THE WARRANTY AND SERVICE LIFE POLICY PROVIDED IN ANNEX B, REPAIR, REPLACEMENT, OR REMOVAL OF COMPANY'S EQUIPMENT, THE USE OR INABILITY TO USE THE BROADBAND SERVICES, OR THE USE OR INABILITY TO USE ANY THIRD PARTY SERVICES INCLUDING, BUT NOT LIMITED TO E911 SERVICE AND HOME SECURITY OR MEDICAL MONITORING SERVICE, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL SPECIAL CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT THERE IS NEGLIGENCE ON THE PART OF COMPANY AND WHETHER OR NOT COMPANY HAS BEEN ADVISED ARTICLE 18 OF THE POSSIBILITY AGREEMENT, AND THE GUARANTEES CONTAINED IN LETTER AGREEMENTS NO. 007, 008, 009 AND 010 TO THIS AGREEMENT AND THE OBLIGATIONS AND LIABILITIES OF ANY SUCH DAMAGES. IN NO EVENT WILL COMPANY'S LIABILITY EXCEED XXXX UNDER THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE BROADBAND SERVICES. Customer agrees to defendAFORESAID WARRANTY, indemnify and hold harmless CompanySERVICE LIFE POLICY, its affiliates and Parent Corporation, from and against any and all claims and expenses, including reasonable attorneys' fees, arising out of or related in any way to the use of the Broadband Services by Customer or otherwise arising out of Customer's breach of any term of the AgreementARTICLE 18,

Limitation of Liability and Indemnification. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS AGREEMENT, FLOW'S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT, OR AT LAW WITH RESPECT TO ANY PRODUCTS OR SERVICES PROVIDED TO CUSTOMER AGREES THAT ALL BROADBAND SERVICES ARE PROVIDED BY COMPANY ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND(WHETHER NEGLIGENT OR OTHERWISE), EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT WILL BE LIMITED TO WARRANTIES OF TITLE, NON INFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT SUCH SERVICES WILL BE ERROR FREE. COMPANY MAKES NO WARRANTY THAT THE BROADBAND SERVICES WILL BE UNINTERRUPTED, OR WILL SECURE CUSTOMER'S COMPUTER FROM THIRD PARTY UNAUTHORIZED ACCESS OR MONITORING. CUSTOMER AGREES THAT ALL USE FIFTY PERCENT (50%) OF THE BROADBAND SERVICES IS AT CUSTOMER'S SOLE RISK AND TOTAL FEES PAID (LESS ANY REFUNDS OR CREDITS) BY CUSTOMER EXPRESSLY ACKNOWLEDGES AND ACCEPTS TO FLOW IN THE BROADBAND SERVICES KNOWING THAT SUCH SERVICES ARE SUBJECT TO INTERRUPTION FROM POWER OUTAGES AND EQUIPMENT FAILURESPRECEDING TWELVE (12) MONTHS. IN NO EVENT WILL COMPANY, ITS AFFILIATES OR PARENT CORPORATION, FLOW BE LIABLE FOR DAMAGES OF ANY KINDTO CUSTOMER UNDER, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THE INSTALLATION, REPAIR, REPLACEMENTWITH, OR REMOVAL OF COMPANY'S EQUIPMENTRELATED TO THIS AGREEMENT FOR ANY SPECIAL, THE USE INCIDENTAL, PUNITIVE, INDIRECT OR INABILITY TO USE THE BROADBAND SERVICES, OR THE USE OR INABILITY TO USE ANY THIRD PARTY SERVICES INCLUDING, BUT NOT LIMITED TO E911 SERVICE AND HOME SECURITY OR MEDICAL MONITORING SERVICE, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL SPECIAL CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, WARRANTY, TORT, PRODUCT LIABILITY, OR NOT THERE IS NEGLIGENCE ON THE PART OF COMPANY OTHERWISE, AND WHETHER OR NOT COMPANY FLOW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE FOREGOING LIMITATIONS OF LIABILITY ARE A CONDITION AND MATERIAL CONSIDERATION FOR THEIR ENTRY INTO THIS AGREEMENT. CUSTOMER SHALL INDEMNIFY FLOW AND ITS OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND AGENTS, ETC., FROM ANY SUCH DAMAGESLOSS, DAMAGE, COST OR EXPENSE (INCLUDING REASONABLE ATTORNEYS’ FEES) ARISING FROM ANY ACTIONS OR OMISSIONS OF CUSTOMER, INCLUDING, WITHOUT LIMITATION, CUSTOMER’S BREACH OF THIS AGREEMENT OR FAILURE TO FOLLOW THE INSTRUCTIONS OR WRITTEN INSTRUCTIONS/MANUALS OF FLOW RELATED TO THE PRODUCTS OR SERVICES, AS WELL AS ANY DAMAGES OR COSTS INCURRED BY FLOW RELATED TO ANY DEFECT IN THE PROPERTY WHERE SERVICES, IF ANY, ARE PROVIDED. IN NO EVENT WILL COMPANY'S LIABILITY EXCEED THIS INDEMNITY SHALL SURVIVE THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE BROADBAND SERVICES. Customer agrees to defend, indemnify and hold harmless Company, its affiliates and Parent Corporation, from and against any and all claims and expenses, including reasonable attorneys' fees, arising out of or related in any way to the use of the Broadband Services by Customer or otherwise arising out of Customer's breach of any term of the AgreementTERMINATION OR EXPIRATION OF THIS AGREEMENT.

Limitation of Liability and Indemnification. CUSTOMER USI shall not be liable to Student or any other person, including the co-residents and guests of Student, for any damage to their person or property from any defect, known or unknown, in the construction, condition, or maintenance of the said University Housing. Student hereby releases USI from all liability for any accident, damage or injury caused to the person or property of Student on or about the Housing. TO THE FULLEST EXTENT PERMITTED BY LAW, STUDENT AGREES THAT TO INDEMNIFY, PROTECT AND HOLD HARMLESS USI AND ITS TRUSTEES, ACTING IN THEIR CAPACITY AS TRUSTEES AND OTHERWISE, OFFICERS, AGENTS, EMPLOYEES, OR CONTRACTORS OF AND FROM ANY AND ALL BROADBAND SERVICES ARE PROVIDED BY COMPANY ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES COSTS, EXPENSES (INCLUDING ATTORNEYS’ FEES), LIABILITIES, LOSSES, DAMAGES, SUITS, ACTIONS, FINES, PENALTIES, CLAIMS OR DEMANDS OF ANY KINDKIND ASSERTED BY OR ON BEHALF OF STUDENT OR ANY OTHER PERSON, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NON INFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSEENTITY, OR THAT SUCH SERVICES WILL BE ERROR FREE. COMPANY MAKES NO WARRANTY THAT THE BROADBAND SERVICES WILL BE UNINTERRUPTEDGOVERNMENTAL AUTHORITY, FOR PERSONAL INJURY, DEATH OR WILL SECURE CUSTOMER'S COMPUTER FROM THIRD PARTY UNAUTHORIZED ACCESS OR MONITORING. CUSTOMER AGREES THAT PROPERTY DAMAGE OF ANY AND ALL USE PERSONS BY REASON OF THE BROADBAND SERVICES IS AT CUSTOMER'S SOLE RISK USE, OCCUPATION, AND CUSTOMER EXPRESSLY ACKNOWLEDGES AND ACCEPTS MAINTENANCE OF THE BROADBAND SERVICES KNOWING THAT SUCH SERVICES ARE SUBJECT TO INTERRUPTION FROM POWER OUTAGES AND EQUIPMENT FAILURES. IN NO EVENT WILL COMPANY, ITS AFFILIATES OR PARENT CORPORATION, BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THE INSTALLATION, REPAIR, REPLACEMENT, OR REMOVAL OF COMPANY'S EQUIPMENT, THE USE OR INABILITY TO USE THE BROADBAND SERVICES, OR THE USE OR INABILITY TO USE ANY THIRD PARTY SERVICES INCLUDING, BUT NOT LIMITED TO E911 SERVICE AND HOME SECURITY OR MEDICAL MONITORING SERVICEHOUSING, INCLUDING ANY DIRECTAND ALL PUBLIC LIABILITY TO GUESTS, INDIRECTEMPLOYEES, INCIDENTAL SPECIAL CONSEQUENTIAL OR PUNITIVE DAMAGESAND OTHERS, WHETHER OR NOT THERE IT IS NEGLIGENCE ON ALLEGED THAT USI IN ANY WAY CONTRIBUTED TO THE PART OF COMPANY AND WHETHER ALLEGED WRONGDOING OR IS LIABLE DUE TO A NON-DELEGABLE DUTY. HOWEVER, STUDENT SHALL NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. IN NO EVENT WILL COMPANY'S LIABILITY EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER BE OBLIGATED TO INDEMNIFY USI FOR THE BROADBAND SERVICESSOLE NEGLIGENCE OR WILLFUL MISCONDUCT OF USI OR ITS AGENTS AND EMPLOYEES WHERE SUCH INDEMNIFICATION IS CONTRARY TO LAW. Customer agrees USI and its agents and invitees shall have the right to defend, indemnify enter and hold harmless Company, its affiliates access to University Housing at all reasonable times to examine the condition of the Housing and Parent Corporation, from to confirm that the Student and against any co-residents or guests are in compliance with the terms of this Contract and all claims and expensesUSI’s written policies, including reasonable attorneys' feesbut not limited to USI’s Code of Student Behavior or USI’s Housing and Resident Handbook, arising out or to determine compliance with federal, state or local laws. USI reserves the right to remove any items discovered during such inspection that are not in conformity with the terms of this Contract and USI’s written policies. The Student acknowledges and agrees that any such entry, inspection or related in any way removal of property by USI may be made without prior notice to the use Student and shall not constitute an eviction, a termination of this Contract or a breach of Student’s quiet enjoyment of the Broadband Services by Customer or otherwise arising out of Customer's breach of any term of the AgreementHousing.

Limitation of Liability and Indemnification. CUSTOMER AGREES THAT ALL BROADBAND SERVICES SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY BY VENDORS OR SERVICE PROVIDERS. TO THE EXTENT SUCH EXCLUSIONS OR LIMITATIONS ARE PROVIDED BY COMPANY ON AN "AS IS" PROHIBITED IN THE JURISDICTION WHERE YOU ARE LOCATED SOME OF THE EXCLUSIONS OR LIMITATIONS SET FORTH BELOW MAY NOT APPLY TO YOU. THE ENTIRE LIABILITY OF ALTIUM AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES ITS CONTRIBUTING COMPONENT MANUFACTURERS IN RESPECT TO ANY BREACH OF ALTIUM’S CONTRACTUAL OBLIGATIONS ARISING UNDER THIS XXXX AND ANY KINDREPRESENTATION, EITHER EXPRESS STATEMENT OR IMPLIEDTORTIOUS ACT OR OMISSION, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NON INFRINGEMENT NEGLIGENCE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT SUCH SERVICES WILL BE ERROR FREE. COMPANY MAKES NO WARRANTY THAT THE BROADBAND SERVICES WILL BE UNINTERRUPTED, OR WILL SECURE CUSTOMER'S COMPUTER FROM THIRD PARTY UNAUTHORIZED ACCESS OR MONITORING. CUSTOMER AGREES THAT ALL USE OF THE BROADBAND SERVICES IS AT CUSTOMER'S SOLE RISK AND CUSTOMER EXPRESSLY ACKNOWLEDGES AND ACCEPTS THE BROADBAND SERVICES KNOWING THAT SUCH SERVICES ARE SUBJECT TO INTERRUPTION FROM POWER OUTAGES AND EQUIPMENT FAILURES. IN NO EVENT WILL COMPANY, ITS AFFILIATES OR PARENT CORPORATION, BE LIABLE FOR DAMAGES OF ANY KIND, INTENTIONAL CONDUCT ARISING UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THE INSTALLATION, REPAIR, REPLACEMENT, OR REMOVAL THIS XXXX (TOGETHER AN “EVENT OF COMPANY'S EQUIPMENT, THE USE OR INABILITY TO USE THE BROADBAND SERVICES, OR THE USE OR INABILITY TO USE ANY THIRD PARTY SERVICES INCLUDING, BUT NOT DEFAULT”) SHALL BE LIMITED TO E911 SERVICE AND HOME SECURITY DAMAGES IN AN AMOUNT EQUAL TO ALL FEES PAID BY YOU TO ALTIUM IN THE PRECEDING TWELVE (12) MONTHS FOR THE APPLICABLE LICENSED MATERIALS. NOTWITHSTANDING THE FOREGOING, ALTIUM WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY EVENT OF DEFAULT FOR LOSS OF DATA, PROFITS, GOODWILL OR MEDICAL MONITORING SERVICE, INCLUDING ANY DIRECTTYPE OF SPECIAL, INDIRECT, INCIDENTAL SPECIAL EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OR PUNITIVE DAMAGES, WHETHER DAMAGE SUFFERED BY YOU AS A RESULT OF ANY ACTION BROUGHT BY A THIRD PARTY) EVEN IF SUCH DAMAGE WAS REASONABLY FORESEEABLE OR NOT THERE IS NEGLIGENCE ON THE PART OF COMPANY AND WHETHER OR NOT COMPANY HAS ALTIUM HAD BEEN ADVISED OF THE POSSIBILITY OF YOUR INCURRING THE SAME, AND REGARDLESS OF WHETHER SUCH EVENT OF DEFAULT IS STYLED AS BEING BASED UPON CONTRACT, TORT, STATUTORY OR OTHER LAW. THIS LIMITATION SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES HEREIN, TO THE EXTENT PERMITTED BY LAW. NOTHING IN THIS SECTION WILL CONFER ANY RIGHT OR REMEDY UPON YOU TO WHICH YOU WOULD NOT OTHERWISE BE LEGALLY ENTITLED. YOU ACKNOWLEDGE THAT EXCEPT AS SET FORTH HEREIN, NO PROMISE, REPRESENTATION, WARRANTY OR UNDERTAKING HAS BEEN MADE BY ALTIUM TO YOU OR TO ANY PERSON ON YOUR BEHALF AS TO THE PROFITABILITY OR ANY OTHER CONSEQUENCES OR BENEFITS TO BE OBTAINED FROM USE OF THE LICENSED MATERIALS. YOU HAVE RELIED SOLELY UPON YOUR OWN SKILL AND JUDGMENT IN ACQUIRING THE LICENSED MATERIALS. YOU AGREE TO INDEMNIFY, DEFEND AND HOLD ALTIUM AND ITS CONTRIBUTING COMPONENT MANUFACTURERS HARMLESS IN THE EVENT YOUR USE OR APPLICATION OF ANY OF THE PRODUCTS LICENSED BY YOU RESULTS IN A LEGAL CLAIM BY ANY THIRD PARTY. IN THE EVENT OF ANY SUCH DAMAGESTHIRD PARTY CLAIM ALTIUM SHALL PROMPTLY NOTIFY YOU AND REASONABLY COOPERATE WITH YOU IN THE DEFENSE THEREOF AT YOUR EXPENSE. ALTIUM MAY ELECT, BUT IS NOT OBLIGATED, TO HIRE ITS OWN LEGAL COUNSEL IN NO THE EVENT WILL COMPANY'S LIABILITY EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE BROADBAND SERVICESOF SUCH THIRD PARTY CLAIM. Customer agrees Nothing in this XXXX is meant to defendexclude, indemnify and hold harmless Companyrestrict or modify any liability of Altium under any law under any jurisdiction in which the Licensed Materials are licensed, its affiliates and Parent Corporationwhich law prohibits, from and against restricts or modifies any and all claims and expenses, including reasonable attorneys' fees, arising out of or related in any way to the use portion of the Broadband Services by Customer limitation of liability set forth herein, such as the Competition and Consumer Xxx 0000, or otherwise arising out of Customer's breach of any term of the Agreementsimilar law.

Limitation of Liability and Indemnification. CUSTOMER AGREES THAT 9.1 NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS AND TO THE FULLEST PERMITTED BY ALL BROADBAND SERVICES ARE PROVIDED BY COMPANY ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KINDAPPLICABLE LAWS, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NON INFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT SUCH SERVICES WILL BE ERROR FREE. COMPANY MAKES YOU HEREBY AGREE: (A) NO WARRANTY THAT THE BROADBAND SERVICES WILL BE UNINTERRUPTED, OR WILL SECURE CUSTOMER'S COMPUTER FROM THIRD KYBERSWAP PARTY UNAUTHORIZED ACCESS OR MONITORING. CUSTOMER AGREES THAT ALL USE OF THE BROADBAND SERVICES IS AT CUSTOMER'S SOLE RISK AND CUSTOMER EXPRESSLY ACKNOWLEDGES AND ACCEPTS THE BROADBAND SERVICES KNOWING THAT SUCH SERVICES ARE SUBJECT TO INTERRUPTION FROM POWER OUTAGES AND EQUIPMENT FAILURES. IN NO EVENT WILL COMPANY, ITS AFFILIATES OR PARENT CORPORATION, SHALL BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, LOSS ARISING OUT OF OF, RELATING TO OR IN CONNECTION WITH YOUR USE OF THE INSTALLATION, REPAIR, REPLACEMENT, SERVICES OR REMOVAL OF COMPANY'S EQUIPMENT, THE USE OR INABILITY TO USE THE BROADBAND SERVICESSITES, OR THE USE USE, RECEIPT OR INABILITY TO USE ANY THIRD PARTY SERVICES INCLUDING, BUT NOT LIMITED TO E911 SERVICE AND HOME SECURITY OR MEDICAL MONITORING SERVICEHOLDING OF TOKENS BY YOU, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL SPECIAL SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGESOTHER LOSSES OF ANY KIND, WHETHER IN TORT, CONTRACT OR NOT THERE IS NEGLIGENCE ON THE PART OTHERWISE (INCLUDING LOSS OF COMPANY AND WHETHER REVENUE, INCOME OR NOT COMPANY HAS BEEN ADVISED PROFITS, OR LOSS OF USE OR DATA), ARISING OUT OF, RELATING TO OR OCCURING IN CONNECTION WITH YOUR USE OF THE POSSIBILITY SITES OR THE SERVICES; (B) NOTWITHSTANDING THE FOREGOING PARAGRAPH 9.1(A), THE AGGREGATE LOSSES THAT ALL KYBERSWAP PARTIES MAY COLLECTIVELY BE LIABLE FOR IN CONNECTION WITH YOUR USE OF THE SITES OR THE SERVICES SHALL BE LIMITED TO A MAXIMUM AMOUNT EQUAL TO THE TRANSACTION FEES PAID BY YOU TO ANY KYBERSWAP PARTIES FOR THE SERVICES IN CONNECTION WITH YOUR USE OF THE SERVICES DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE APPLICABLE CLAIM(S) FIRST AROSE; AND (C) YOU SHALL NOT ASSERT ANY CLAIMS, ACTIONS OR PROCEEDINGS OF ANY SUCH DAMAGES. IN NO EVENT WILL COMPANY'S LIABILITY EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE BROADBAND SERVICES. Customer agrees to KIND OR NATURE AGAINST ANY KYBERSWAP PARTY UNDER APPLICABLE LAWS UNLESS EXPRESSLY PERMITTED PURSUANT TO THESE TERMS. 9.2 To the fullest extent permitted by the Applicable Laws, you shall indemnify, defend, indemnify and hold each KyberSwap Party and its respective subsidiaries, related companies, affiliates, directors, officers, employees, agents, representatives, successors, and permitted assignees (“Indemnified Persons”) harmless Company, its affiliates and Parent Corporation, from and against any and all claims and expenses, Losses (including reasonable attorneys' feeslegal fees incurred or those necessary or appropriate to successfully establish the right to indemnification) filed or incurred by any (i) Indemnified Person or (ii) other third party against any of the Indemnified Persons, arising in each case, that relate to, are in connection with or arise out of or related any breach by you of any provision of these Terms. The Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to provide indemnification pursuant hereto, and you agree to cooperate in the defense of such claims. You agree not to settle any way to such matter without the use prior written consent of the Broadband Services by Customer or otherwise arising out of Customer's breach Company. The Company will use reasonable efforts to notify you of any term such claim, action or proceeding upon becoming aware of the Agreementit.

Limitation of Liability and Indemnification. CUSTOMER AGREES THAT ALL BROADBAND SERVICES ARE PROVIDED BY COMPANY ON AN "AS IS" CONSEQUENTIAL DAMAGES EXCLUSION. EXCEPT FOR EITHER PARTY’S INTELLECTUAL PROPERTY OBLIGATIONS (AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES IN THE CASE OF ANY KINDCUSTOMER, EITHER EXPRESS OR IMPLIEDITS OBLIGATIONS UNDER SECTION 2 (SCOPE OF USE), INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NON INFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT SUCH SERVICES WILL BE ERROR FREE. COMPANY MAKES NO WARRANTY THAT THE BROADBAND SERVICES WILL BE UNINTERRUPTED, OR WILL SECURE CUSTOMER'S COMPUTER FROM THIRD PARTY UNAUTHORIZED ACCESS OR MONITORING. CUSTOMER AGREES THAT ALL USE OF THE BROADBAND SERVICES IS AT CUSTOMER'S SOLE RISK AND CUSTOMER EXPRESSLY ACKNOWLEDGES AND ACCEPTS THE BROADBAND SERVICES KNOWING THAT SUCH SERVICES ARE SUBJECT TO INTERRUPTION FROM POWER OUTAGES AND EQUIPMENT FAILURES. IN NO EVENT WILL COMPANYEITHER PARTY (AND IN THE CASE OF GENESYS, ITS AFFILIATES BUSINESS PARTNERS, LICENSORS OR PARENT CORPORATION, SERVICE PROVIDERS) BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KINDCHARACTER (INCLUDING DAMAGES FOR LOSS OF BUSINESS OR GOOD WILL, UNDER ANY WORK STOPPAGE, LOST OR CORRUPTED INFORMATION OR DATA, LOSS OF REVENUE OR PROFIT, COMPUTER FAILURE OR MALFUNCTION, AND TELECOMMUNICATIONS CHARGES FROM UNAUTHORIZED ACCESS), COVER DAMAGES, OR OTHER SIMILAR DAMAGES REGARDLESS OF THE LEGAL THEORYTHEORY ASSERTED, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THE INSTALLATION, REPAIR, REPLACEMENT, THIS AGREEMENT OR REMOVAL ANY SERVICES OR OTHER MATERIALS OF COMPANY'S EQUIPMENT, THE USE OR INABILITY TO USE THE BROADBAND SERVICES, OR THE USE OR INABILITY TO USE ANY THIRD PARTY SERVICES INCLUDING, BUT NOT LIMITED TO E911 SERVICE AND HOME SECURITY OR MEDICAL MONITORING SERVICEKIND PROVIDED BY US, INCLUDING ANY DIRECTAND ALL THIRD PARTY PRODUCTS, INDIRECTDELIVERABLES, INCIDENTAL SPECIAL CONSEQUENTIAL OR PUNITIVE DAMAGESCUSTOMIZATIONS, WHETHER OR NOT THERE IS NEGLIGENCE ON THE PART OF COMPANY AND WHETHER OR NOT COMPANY HAS BEEN ADVISED SERVICES, HARDWARE, PROFESSIONAL SERVICES, SUPPORT SERVICES, CLOUD SERVICES, EVEN IF INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGES. IN NO EVENT WILL COMPANY'S LIABILITY EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE BROADBAND SERVICES. Customer agrees to defend, indemnify and hold harmless Company, its affiliates and Parent Corporation, from and against any and all claims and expenses, including reasonable attorneys' fees, arising out of or related in any way to the use of the Broadband Services by Customer or otherwise arising out of Customer's breach of any term of the AgreementDAMAGES AND EVEN IF A REMEDY IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

Limitation of Liability and Indemnification. CUSTOMER AGREES THAT ALL BROADBAND SERVICES ARE PROVIDED BY COMPANY ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES (a) NOTWITHSTANDING ANY OTHER PROVISION OF ANY KINDTHIS AGREEMENT TO THE CONTRARY, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NON INFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT SUCH SERVICES WILL BE ERROR FREE. COMPANY MAKES NO WARRANTY THAT THE BROADBAND SERVICES WILL BE UNINTERRUPTED, OR WILL SECURE CUSTOMER'S COMPUTER FROM THIRD PARTY UNAUTHORIZED ACCESS OR MONITORING. CUSTOMER AGREES THAT ALL USE OF THE BROADBAND SERVICES IS AT CUSTOMER'S SOLE RISK AND CUSTOMER EXPRESSLY ACKNOWLEDGES AND ACCEPTS THE BROADBAND SERVICES KNOWING THAT SUCH SERVICES ARE SUBJECT TO INTERRUPTION FROM POWER OUTAGES AND EQUIPMENT FAILURES. IN NO EVENT WILL COMPANY, ANY PARTY OR ANY OF ITS AFFILIATES OR PARENT CORPORATION, GROUP MEMBERS BE LIABLE UNDER ANY CIRCUMSTANCES OR LEGAL THEORY FOR DAMAGES RELATED TO INCONVENIENCE, DOWNTIME, INTEREST, COST OF CAPITAL, FRUSTRATION OF ECONOMIC OR BUSINESS EXPECTATIONS, LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOSS OF USE, TIME, DATA, OR GOOD WILL, OR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL, COLLATERAL OR CONSEQUENTIAL DAMAGES, REGARDLESS OF WHETHER SUCH LOSSES ARE FORESEEABLE; PROVIDED, HOWEVER, THAT TO THE EXTENT AN INDEMNIFIED PARTY IS REQUIRED TO PAY ANY DAMAGES RELATED TO INCONVENIENCE, DOWNTIME, INTEREST, COST OF CAPITAL, FRUSTRATION OF ECONOMIC OR BUSINESS EXPECTATIONS, LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOSS OF USE, TIME, DATA, OR GOODWILL, OR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL, COLLATERAL OR CONSEQUENTIAL DAMAGES, TO A PERSON WHO IS NOT A MEMBER OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR GROUP IN CONNECTION WITH THE INSTALLATION, REPAIR, REPLACEMENT, OR REMOVAL OF COMPANY'S EQUIPMENT, THE USE OR INABILITY TO USE THE BROADBAND SERVICES, OR THE USE OR INABILITY TO USE ANY A THIRD PARTY SERVICES INCLUDINGCLAIM, BUT SUCH DAMAGES WILL CONSTITUTE DIRECT DAMAGES NOT LIMITED SUBJECT TO E911 SERVICE AND HOME SECURITY THE LIMITATION SET FORTH IN THIS SECTION 6.2. THIS SECTION SURVIVES THE TERMINATION OR MEDICAL MONITORING SERVICEEXPIRATION OF THIS AGREEMENT. (b) Except insofar as the claim, INCLUDING ANY DIRECTdemand, INDIRECTsuit or recovery relates to Motorola’s gross negligence or willful misconduct, INCIDENTAL SPECIAL CONSEQUENTIAL OR PUNITIVE DAMAGESand notwithstanding anything to the contrary and without limiting the Parties’ indemnification rights set forth in the Separation Agreement, WHETHER OR NOT THERE IS NEGLIGENCE ON THE PART OF COMPANY AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. IN NO EVENT WILL COMPANY'S LIABILITY EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE BROADBAND SERVICES. Customer agrees SpinCo will and will cause its Affiliates to defend, indemnify and hold harmless CompanyMotorola and its Affiliates or any employees providing Transition Services (collectively, its affiliates and Parent Corporation, the “Indemnified Party”) from and against any Damages (including, without limitation, reasonable expenses of investigation and all claims and expenses, including reasonable attorneys' fees, ’ fees incurred or suffered by the Indemnified Party) arising out of or related in any way claim made against any member of the Motorola Group by a third Person to the use extent caused by or resulting from any of the Broadband Transition Services rendered pursuant to the terms of this Agreement; provided, however, that the foregoing will not limit the indemnification obligations of Motorola under Section 6.2(c). (c) Notwithstanding anything to the contrary and without limiting the Parties’ indemnification rights set forth in the Separation Agreement, Motorola will indemnify SpinCo and its Affiliates (collectively, the “SpinCo Indemnified Parties”) against and agrees to defend and hold the SpinCo Indemnified Parties harmless from and against any Damages (including, without limitation, reasonable expenses of investigation and attorneys’ fees incurred or suffered by Customer or otherwise the SpinCo Indemnified Parties) arising out of Customer's the performance of any Transition Service by a third Person service provider on behalf of Motorola, but only to the extent Motorola is indemnified or otherwise compensated by such third Person service provider for any breach of any term its obligations to Motorola with respect to the provision of the Agreementsuch Transition Service and, in such event, only on a pro rata basis taking into account all businesses of Motorola and its Affiliates similarly affected.

Limitation of Liability and Indemnification. CUSTOMER AGREES THAT ALL BROADBAND SERVICES ARE PROVIDED BY COMPANY ON AN "AS IS" CONSEQUENTIAL AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES RELATED DAMAGES EXCLUSION. EXCEPT FOR EITHER PARTY’S INTELLECTUAL PROPERTY OBLIGATIONS (AND IN THE CASE OF ANY KINDCUSTOMER, EITHER EXPRESS OR IMPLIEDITS OBLIGATIONS UNDER SECTION 2 (SCOPE OF USE), INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NON INFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT SUCH SERVICES WILL BE ERROR FREE. COMPANY MAKES NO WARRANTY THAT THE BROADBAND SERVICES WILL BE UNINTERRUPTED, OR WILL SECURE CUSTOMER'S COMPUTER FROM THIRD PARTY UNAUTHORIZED ACCESS OR MONITORING. CUSTOMER AGREES THAT ALL USE OF THE BROADBAND SERVICES IS AT CUSTOMER'S SOLE RISK AND CUSTOMER EXPRESSLY ACKNOWLEDGES AND ACCEPTS THE BROADBAND SERVICES KNOWING THAT SUCH SERVICES ARE SUBJECT TO INTERRUPTION FROM POWER OUTAGES AND EQUIPMENT FAILURES. IN NO EVENT WILL COMPANYEITHER PARTY (AND IN THE CASE OF GENESYS, ITS AFFILIATES BUSINESS PARTNERS, LICENSORS OR PARENT CORPORATION, SERVICE PROVIDERS) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KINDCHARACTER (INCLUDING DAMAGES FOR LOSS OF BUSINESS, UNDER ANY OPPORTUNITY OR GOOD WILL, WORK STOPPAGE, LOST OR CORRUPTED INFORMATION OR DATA, LOSS OF REVENUE OR PROFIT, COMPUTER FAILURE OR MALFUNCTION, AND TELECOMMUNICATIONS CHARGES FROM UNAUTHORIZED ACCESS), COVER DAMAGES, OR OTHER SIMILAR DAMAGES REGARDLESS OF THE LEGAL THEORYTHEORY ASSERTED, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THE INSTALLATION, REPAIR, REPLACEMENT, THIS AGREEMENT OR REMOVAL ANY SERVICES OR OTHER MATERIALS OF COMPANY'S EQUIPMENT, THE USE OR INABILITY TO USE THE BROADBAND SERVICES, OR THE USE OR INABILITY TO USE ANY THIRD PARTY SERVICES INCLUDING, BUT NOT LIMITED TO E911 SERVICE AND HOME SECURITY OR MEDICAL MONITORING SERVICEKIND PROVIDED BY US, INCLUDING ANY DIRECTAND ALL THIRD PARTY PRODUCTS, INDIRECTDELIVERABLES, INCIDENTAL SPECIAL CONSEQUENTIAL OR PUNITIVE DAMAGESCUSTOMIZATIONS, WHETHER OR NOT THERE IS NEGLIGENCE ON THE PART OF COMPANY AND WHETHER OR NOT COMPANY HAS BEEN ADVISED SERVICES, HARDWARE, PROFESSIONAL SERVICES, SUPPORT SERVICES, CLOUD SERVICES, EVEN IF INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGES. IN NO EVENT WILL COMPANY'S LIABILITY EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE BROADBAND SERVICES. Customer agrees to defend, indemnify and hold harmless Company, its affiliates and Parent Corporation, from and against any and all claims and expenses, including reasonable attorneys' fees, arising out of or related in any way to the use of the Broadband Services by Customer or otherwise arising out of Customer's breach of any term of the AgreementDAMAGES AND EVEN IF A REMEDY IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

Limitation of Liability and Indemnification. CUSTOMER AGREES THAT ALL BROADBAND SERVICES ARE PROVIDED BY COMPANY ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES (a) NOTWITHSTANDING ANY OTHER PROVISION OF ANY KINDTHIS AGREEMENT TO THE CONTRARY, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NON INFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT SUCH SERVICES WILL BE ERROR FREE. COMPANY MAKES NO WARRANTY THAT THE BROADBAND SERVICES WILL BE UNINTERRUPTED, OR WILL SECURE CUSTOMER'S COMPUTER FROM THIRD PARTY UNAUTHORIZED ACCESS OR MONITORING. CUSTOMER AGREES THAT ALL USE OF THE BROADBAND SERVICES IS AT CUSTOMER'S SOLE RISK AND CUSTOMER EXPRESSLY ACKNOWLEDGES AND ACCEPTS THE BROADBAND SERVICES KNOWING THAT SUCH SERVICES ARE SUBJECT TO INTERRUPTION FROM POWER OUTAGES AND EQUIPMENT FAILURES. IN NO EVENT WILL COMPANY, ANY PARTY OR ANY OF ITS AFFILIATES OR PARENT CORPORATION, GROUP MEMBERS BE LIABLE UNDER ANY CIRCUMSTANCES OR LEGAL THEORY FOR DAMAGES RELATED TO INCONVENIENCE, DOWNTIME, INTEREST, COST OF CAPITAL, FRUSTRATION OF ECONOMIC OR BUSINESS EXPECTATIONS, LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOSS OF USE, TIME, DATA, OR GOOD WILL, OR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL, COLLATERAL OR CONSEQUENTIAL DAMAGES, REGARDLESS OF WHETHER SUCH LOSSES ARE FORESEEABLE; PROVIDED, HOWEVER, THAT TO THE EXTENT AN INDEMNIFIED PARTY IS REQUIRED TO PAY ANY DAMAGES RELATED TO INCONVENIENCE, DOWNTIME, INTEREST, COST OF CAPITAL, FRUSTRATION OF ECONOMIC OR BUSINESS EXPECTATIONS, LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOSS OF USE, TIME, DATA, OR GOODWILL, OR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL, COLLATERAL OR CONSEQUENTIAL DAMAGES, TO A PERSON WHO IS NOT A MEMBER OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR GROUP IN CONNECTION WITH THE INSTALLATION, REPAIR, REPLACEMENT, OR REMOVAL OF COMPANY'S EQUIPMENT, THE USE OR INABILITY TO USE THE BROADBAND SERVICES, OR THE USE OR INABILITY TO USE ANY A THIRD PARTY SERVICES INCLUDINGCLAIM, BUT SUCH DAMAGES WILL CONSTITUTE DIRECT DAMAGES NOT LIMITED SUBJECT TO E911 SERVICE AND HOME SECURITY THE LIMITATION SET FORTH IN THIS SECTION 6.2. THIS SECTION SURVIVES THE TERMINATION OR MEDICAL MONITORING SERVICEEXPIRATION OF THIS AGREEMENT. (b) Except insofar as the claim, INCLUDING ANY DIRECTdemand, INDIRECTsuit or recovery relates to SpinCo’s gross negligence or willful misconduct, INCIDENTAL SPECIAL CONSEQUENTIAL OR PUNITIVE DAMAGESand notwithstanding anything to the contrary and without limiting the Parties’ indemnification rights set forth in the Separation Agreement, WHETHER OR NOT THERE IS NEGLIGENCE ON THE PART OF COMPANY AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. IN NO EVENT WILL COMPANY'S LIABILITY EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE BROADBAND SERVICES. Customer agrees Motorola will and will cause its Affiliates to defend, indemnify and hold harmless CompanySpinCo and its Affiliates or any employees providing Transition Services (collectively, its affiliates and Parent Corporation, the “Indemnified Party”) from and against any Damages (including, without limitation, reasonable expenses of investigation and all claims and expenses, including reasonable attorneys' fees, ’ fees incurred or suffered by the Indemnified Party) arising out of or related in any way claim made against any member of the SpinCo Group by a third Person to the use extent caused by or resulting from any of the Broadband Transition Services rendered pursuant to the terms of this Agreement; provided, however, that the foregoing will not limit the indemnification obligations of SpinCo under Section 6.2(c). (c) Notwithstanding anything to the contrary and without limiting the Parties’ indemnification rights set forth in the Separation Agreement, SpinCo will indemnify Motorola and its Affiliates (collectively, the “Motorola Indemnified Parties”) against and agrees to defend and hold the Motorola Indemnified Parties harmless from and against any Damages (including, without limitation, reasonable expenses of investigation and attorneys’ fees incurred or suffered by Customer or otherwise the Motorola Indemnified Parties) arising out of Customer's the performance of any Transition Service by a third Person service provider on behalf of SpinCo, but only to the extent SpinCo is indemnified or otherwise compensated by such third Person service provider for any breach of any term its obligations to SpinCo with respect to the provision of the Agreementsuch Transition Service and, in such event, only on a pro rata basis taking into account all businesses of SpinCo and its Affiliates similarly affected.

Limitation of Liability and Indemnification. CUSTOMER AGREES THAT ALL BROADBAND SERVICES 5.01 THE DUTIES OF THE ADMINISTRATOR SHALL BE CONFINED TO THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT, AND NO IMPLIED DUTIES ARE PROVIDED ASSUMED BY COMPANY ON AN "OR MAY BE ASSERTED AGAINST THE ADMINISTRATOR. EXCEPT TO THE EXTENT ARISING OUT OF THE ADMINISTRATOR’S BAD FAITH, FRAUD, GROSS NEGLIGENCE (AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KINDDEFINED HEREIN), EITHER EXPRESS WILLFUL MISCONDUCT OR IMPLIEDCRIMINAL MISCONDUCT WHEN PROVIDING THE SERVICES, INCLUDING BUT NOT THE ADMINISTRATOR’S AGGREGATE LIABILITY TO THE FUND WILL BE LIMITED TO WARRANTIES MONETARY DAMAGES MUTUALLY AGREED UPON FROM TIME TO TIME IN A SEPARATE WRITING EXECUTED BY THE PARTIES (THE “AGREEMENT TERMS SEI – 266168 LETTER”). For the avoidance of doubt, the Administrator shall not be responsible for any breach in the performance of its obligations under this Agreement due to (i) the failure or delay of the Trust or its agents to perform its obligations under this Agreement or (ii) the Administrator’s reliance on the Trust Data. Each party shall have the duty to mitigate its damages for which another party may become responsible. As used in this Section 5, the term “Administrator” shall include the officers, directors, employees, affiliates and agents of the Administrator as well as that entity itself. NOTWITHSTANDING ANY OTHER PROVISION OF TITLETHIS AGREEMENT TO THE CONTRARY, NON INFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT SUCH SERVICES WILL BE ERROR FREE. COMPANY MAKES NO WARRANTY THAT THE BROADBAND SERVICES WILL BE UNINTERRUPTED, OR WILL SECURE CUSTOMER'S COMPUTER FROM THIRD PARTY UNAUTHORIZED ACCESS OR MONITORING. CUSTOMER AGREES THAT ALL USE OF THE BROADBAND SERVICES IS AT CUSTOMER'S SOLE RISK AND CUSTOMER EXPRESSLY ACKNOWLEDGES AND ACCEPTS THE BROADBAND SERVICES KNOWING THAT SUCH SERVICES ARE SUBJECT TO INTERRUPTION FROM POWER OUTAGES AND EQUIPMENT FAILURES. IN NO EVENT WILL COMPANY, ITS AFFILIATES SHALL THE ADMINISTRATOR OR PARENT CORPORATION, THE TRUST BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR OTHER NON-DIRECT DAMAGES OF ANY KINDKIND WHETHER SUCH LIABILITY IS PREDICATED ON CONTRACT, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THE INSTALLATION, REPAIR, REPLACEMENTSTRICT LIABILITY, OR REMOVAL ANY OTHER THEORY AND REGARDLESS OF COMPANY'S EQUIPMENT, WHETHER THE USE OR INABILITY TO USE THE BROADBAND SERVICES, FUND OR THE USE OR INABILITY TO USE ANY THIRD PARTY SERVICES INCLUDING, BUT NOT LIMITED TO E911 SERVICE AND HOME SECURITY OR MEDICAL MONITORING SERVICE, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL SPECIAL CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT THERE ADMINISTRATOR IS NEGLIGENCE ON THE PART OF COMPANY AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. 5.02 The Administrator may, from time to time, provide to the Trust services and products (“Special Third Party Services”) from external third party sources that are Pricing Sources or other similar service providers (“Special Third Party Vendors”). IN The Trust acknowledges and agrees that the Special Third Party Services are confidential and proprietary trade secrets of the Special Third Party Vendors. Accordingly, the Trust shall honor reasonable requests by the Administrator and the Special Third Party Vendors to protect their proprietary rights in their data, information and property including requests that the Trust place copyright notices or other proprietary legends on printed matter, print outs, tapes, disks, film or any other medium of dissemination. The Trust further acknowledges and agrees that all Special Third Party Services are provided on an “AS IS WITH ALL FAULTS” basis solely for such the Trust’s internal use, and as an aid in connection with the receipt of the Services. The Trust may use Special Third Party Services as normally required on view-only screens and hard copy statements, reports and other documents necessary to support such the Trust’s investors; however the Trust shall not distribute any Special Third Party Services to other third parties (other than to the Trust’s Representatives (defined below) who need to receive such information or Special Third Party Services in order for the Trust to perform its obligations under this Agreement. THE SPECIAL THIRD PARTY VENDORS AND THE ADMINISTRATOR MAKE NO EVENT WILL COMPANY'S LIABILITY EXCEED WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR ANY OTHER MATTER WITH RESPECT TO ANY OF THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE BROADBAND SPECIAL THIRD PARTY SERVICES. Customer agrees to defendNEITHER THE ADMINISTRATOR NOR THE SPECIAL THIRD PARTY VENDORS SHALL BE LIABLE FOR ANY DAMAGES SUFFERED BY THE FUND IN THE USE OF ANY OF THE SPECIAL THIRD PARTY SERVICES, indemnify INCLUDING, WITHOUT LIMITATION, LIABILITY FOR ANY INCIDENTAL, CONSEQUENTIAL OR SIMILAR DAMAGES. 5.03 The Trust shall indemnify, defend and hold harmless Companythe Administrator from and against and the Administrator shall have no liability in connection with any and all actions, its affiliates suits and Parent Corporationclaims, whether groundless or otherwise, and from and against any and all claims losses, damages, costs, charges, reasonable counsel fees and expensesdisbursements, payments, expenses and liabilities (including reasonable attorneys' feesinvestigation expenses) arising directly or indirectly out of: (i) any act or omission of the Administrator in carrying out its duties hereunder or as a result of the Administrator’s reliance upon any instructions, notice or instrument that the Administrator believes is genuine and signed or presented by an authorized Person of the Trust; provided that this indemnification shall not apply if any such loss, damage or expense is caused by or arises from the Administrator’s bad faith, fraud, Gross Negligence, willful misconduct or criminal misconduct in the performance of the Services; (ii) any violation by the Trust or any agent of the Trust of any applicable investment policy, law or regulation; (iii) any misstatement or omission in Trust Materials SEI – 266168 or any the Trust Data; (iv) any material breach by the Trust of any representation, warranty or agreement contained in this Agreement; (v) any act or omission of the Trust, the Trust’s former administrator prior to the Effective Date, a Special Third Party Vendor, the Trust’s other service providers (such as custodians, prime brokers, transfer agents, investment advisers and sub-adviser(s); (vi) any pricing error caused by the failure of the Trust’s investment adviser or sub-adviser to provide a trade ticket or for incorrect information included in any trade ticket; or (vii) any act or omission of the Administrator as a result of the Administrator’s compliance with the Regulations, including, but not limited to, returning an investor’s investment or restricting the payment of redemption proceeds. 5.04 The Administrator may apply to the Trust, the Trust’s sponsor or any Person acting on the Trust’s behalf at any time for instructions and may consult counsel for the Trust or the Trust’s sponsor or with accountants, counsel and other experts with respect to any matter arising in connection with the Administrator’s duties hereunder, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the advice of counsel, accountants or other experts provided that Administrator has consulted with an authorized Person of the Trust and received authorization from such authorized Person of the Trust regarding the Administrator’s proposed course of action or non-action specific to the Trust or a Fund. Also, the Administrator shall not be liable for actions taken pursuant to any document which it reasonably believes to be genuine and to have been signed by the proper Person or Persons. The Administrator shall not be held to have notice of any change of authority of any officer, employee or agent of the Trust until receipt of written notice thereof. To the extent that the Administrator consults with the Trust counsel pursuant to this provision, any such expense shall be borne by the Trust. 5.05 The Administrator shall have no liability for its reliance on the Trust Data or the performance or omissions of unaffiliated third parties such as, by way of example and not limitation, transfer agents, sub-transfer agents, custodians, prime brokers, placement agents, third party marketers, asset data service providers, investment advisers (including, without limitation, the sponsor) or sub-advisers, current or former third party service providers, Pricing Sources, software providers, printers, postal or delivery services, prior administrators, telecommunications providers and processing and settlement services. The Administrator may rely on and shall have no duty to investigate or confirm the accuracy or adequacy of any information provided by any of the foregoing third parties. 5.06 The Administrator shall have no obligations with respect to any laws relating to the distribution, purchase or sale of securities. Further, the Trust assumes full responsibility for the preparation, contents and distribution of its Trust Materials and its compliance with all applicable laws, rules, and regulations. 5.07 The indemnification rights hereunder shall include the right to reasonable advances of defense expenses on an as-incurred basis in the event of any pending or threatened litigation or Action with respect to which indemnification hereunder may ultimately be merited; provided however, that the Administrator shall promptly reimburse the Trust for any such advanced expenses to the extent it is determined by a court of competent jurisdiction that Administrator is not entitled to indemnity hereunder. If in any case the Trust is asked to indemnify or hold the Administrator harmless, the Administrator shall promptly advise the Trust of the pertinent facts concerning the situation in question, and the Administrator will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification, but failure to do so shall not affect the rights hereunder. SEI – 266168 5.08 The Trust shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust does not elect to assume the defense of a suit, it will advance to the Administrator the fees and expenses of any counsel retained by the Administrator. None of the parties hereto shall settle or compromise any action, suit, proceeding or claim if such settlement or compromise provides for an admission of liability on the part of the indemnified party without such indemnified party’s written consent. 5.09 Notwithstanding any disclaimers by the Administrator of liability to a Fund herein, the Administrator shall not be absolved of liability for any of its acts or omissions in connection with any Services performed pursuant to this Agreement to the extent such liability arises out of the Administrator’s bad faith, fraud, Gross Negligence, willful misconduct or related in any way to criminal misconduct. 5.10 THE TRUST AND THE ADMINISTRATOR HAVE FREELY AND OPENLY NEGOTIATED THIS AGREEMENT, INCLUDING THE PRICING, WITH THE KNOWLEDGE THAT THE LIABILITY OF THE PARTIES IS TO BE LIMITED IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT. 5.11 The provisions of this Section 5 shall survive the use termination of the Broadband Services by Customer or otherwise arising out of Customer's breach of any term of the this Agreement.

Limitation of Liability and Indemnification. CUSTOMER AGREES THAT ALL BROADBAND SERVICES 5.01 THE DUTIES OF THE ADMINISTRATOR SHALL BE CONFINED TO THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT, AND NO IMPLIED DUTIES ARE PROVIDED ASSUMED BY COMPANY ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OR MAY BE ASSERTED AGAINST THE ADMINISTRATOR. TO THE EXTENT ARISING OUT OF ANY KINDTHE ADMINISTRATOR'S NEGLIGENCE WHEN PROVIDING THE SERVICES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT THE ADMINISTRATOR'S AGGREGATE LIABILITY TO THE FUND WILL BE LIMITED TO WARRANTIES MONETARY DAMAGES NOT TO EXCEED THE AMOUNT OF TITLEFEES PAID HEREUNDER DURING THE THREE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE FIRST SUCH CLAIM TO OCCUR. TO THE EXTENT ARISING OUT OF THE ADMINISTRATOR'S FRAUD, NON INFRINGEMENT BAD FAITH OR IMPLIED WARRANTIES OF MERCHANTABILITY WILLFUL OR FITNESS FOR A PARTICULAR PURPOSECRIMINAL MISCONDUCT WHEN PROVIDING THE SERVICES, OR THAT SUCH SERVICES THE ADMINISTRATOR'S AGGREGATE LIABILITY TO THE FUND WILL BE ERROR FREEUNLIMITED. COMPANY MAKES NO WARRANTY THAT For the avoidance of doubt, the Administrator shall not be responsible for any breach in the performance of its obligations under this Agreement due to (i) the failure or delay of the Trust or its agents to perform its obligations under this Agreement or (ii) the Administrator's reliance on the Trust Data. Each party shall have the duty to mitigate its damages for which another party may become responsible. As used in this Section 5, the term “Administrator” shall include the officers, directors, employees, affiliates and agents of the Administrator as well as that entity itself. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE BROADBAND SERVICES WILL BE UNINTERRUPTEDCONTRARY, OR WILL SECURE CUSTOMER'S COMPUTER FROM THIRD PARTY UNAUTHORIZED ACCESS OR MONITORING. CUSTOMER AGREES THAT ALL USE OF THE BROADBAND SERVICES IS AT CUSTOMER'S SOLE RISK AND CUSTOMER EXPRESSLY ACKNOWLEDGES AND ACCEPTS THE BROADBAND SERVICES KNOWING THAT SUCH SERVICES ARE SUBJECT TO INTERRUPTION FROM POWER OUTAGES AND EQUIPMENT FAILURES. IN NO EVENT WILL COMPANY, ITS AFFILIATES OR PARENT CORPORATION, SHALL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR OTHER NON-DIRECT DAMAGES OF ANY KINDKIND WHETHER SUCH LIABILITY IS PREDICATED ON CONTRACT, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THE INSTALLATION, REPAIR, REPLACEMENTSTRICT LIABILITY, OR REMOVAL ANY OTHER THEORY AND REGARDLESS OF COMPANY'S EQUIPMENT, WHETHER THE USE OR INABILITY TO USE THE BROADBAND SERVICES, OR THE USE OR INABILITY TO USE ANY THIRD PARTY SERVICES INCLUDING, BUT NOT LIMITED TO E911 SERVICE AND HOME SECURITY OR MEDICAL MONITORING SERVICE, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL SPECIAL CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT THERE FUND IS NEGLIGENCE ON THE PART OF COMPANY AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. 5.02 The Administrator may, from time to time, provide to the Trust services and products (“Special Third Party Services”) from external third party sources that are Pricing Sources or other similar service providers (“Special Third Party Vendors”). IN The Trust acknowledges and agrees that the Special Third Party Services are confidential and proprietary trade secrets of the Special Third Party Vendors. Accordingly, the Trust shall honor requests by the Administrator and the Special Third Party Vendors to protect their proprietary rights in their data, information and property including written requests that the Trust place copyright notices or other proprietary legends on printed matter, print outs, tapes, disks, film or any other medium of dissemination. The Trust further acknowledges and agrees that all Special Third Party Services are provided on an “AS IS WITH ALL FAULTS” basis solely for such the Trust's internal use, and as an aid in connection with the receipt of the Services. The Trust may use Special Third Party Services as normally required on view-only screens and hard copy statements, reports and other documents necessary to support the Trust’s investors, however the Trust shall not distribute any Special Third Party Services to other third parties. THE SPECIAL THIRD PARTY VENDORS AND THE ADMINISTRATOR MAKE NO EVENT WILL COMPANY'S LIABILITY EXCEED WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR ANY OTHER MATTER WITH RESPECT TO ANY OF THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE BROADBAND SPECIAL THIRD PARTY SERVICES. Customer agrees NEITHER THE ADMINISTRATOR NOR THE SPECIAL THIRD PARTY VENDORS SHALL BE LIABLE FOR ANY DAMAGES SUFFERED BY THE FUND IN THE USE OF ANY OF THE SPECIAL THIRD PARTY SERVICES, INCLUDING, WITHOUT LIMITATION, LIABILITY FOR ANY INCIDENTAL, CONSEQUENTIAL OR SIMILAR DAMAGES. 5.03 Without in any way limiting the liability of the Administrator to defendthe Fund as set forth in Section 5.01, indemnify the Trust shall indemnify, defend and hold harmless Companythe Administrator from and against and the Administrator shall have no liability in connection with any and all actions, its affiliates suits and Parent Corporationclaims, whether groundless or otherwise, and from and against any and all claims losses, damages, costs, charges, reasonable counsel fees and expensesdisbursements, payments, expenses and liabilities (including reasonable attorneys' feesinvestigation expenses) arising directly or indirectly out of: (i) any act or omission of the Administrator in carrying out its duties hereunder or as a result of the Administrator’s reliance upon any instructions, notice or instrument that the Administrator reasonably believes is genuine and that is signed or presented by an authorized Person of the Trust; provided that this indemnification shall not apply if any such loss, damage or expense is caused by or arises from the Administrator’s bad faith, fraud, willful misconduct or criminal misconduct in the performance of the Services; (ii) any violation by the Trust or any agent of the Trust of any applicable investment policy, law or regulation, (iii) any misstatement or omission in Trust Materials or any the Trust Data; (iv) any breach by the Trust of any material representation, warranty or agreement contained in this Agreement; (v) any act or omission of the Trust prior to the Effective Date, a Special Third Party Vendor, the Trust’s other service providers (such as custodians, prime brokers, transfer agents, investment advisers and sub-adviser(s) for which the Administrator is pursued in a legal action as responsible; (vi) any pricing error caused by the failure of the Trust’s investment adviser or sub-adviser to provide a trade ticket or for incorrect information included in any trade ticket; or (vii) any act or omission of the Administrator as a result of the Administrator’s compliance with the Trust’s instructions to return an Authorized Participant’s investment or restrict the payment of redemption proceeds, provided, however, that in the event of any liability arising out of the Administrator’s negligence in the performance of the Services, the Trust’s indemnification obligation under this Section 5.03 shall arise only after the Administrator has satisfied its payment obligations in respect of such liability pursuant to Section 5.01. The Administrator shall indemnify, defend and hold harmless the Trust from and against, and the Trust shall have no liability in connection with any and all actions, suits and claims, whether groundless or related in otherwise, and from and against any way and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) that is directly caused by or arises from the Administrator’s bad faith, willful or criminal misconduct or fraud. 5.04 The Administrator may apply to the use Trust, the Trust’s sponsor or any Person acting on the Trust’s behalf for instructions and may reasonably consult counsel for the Trust or the Trust’s sponsor or with accountants, counsel and other experts with respect to Trust matters, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the advice of the Broadband Services by Customer such counsel, accountants or otherwise arising out of Customer's breach other experts. The Administrator shall not be held to have notice of any term change of the Agreementauthority of any Authorized Person until receipt of written notice (e.g. email, etc.)

Limitation of Liability and Indemnification. CUSTOMER AGREES THAT ALL BROADBAND SERVICES ARE EXCEPT AS PROVIDED BY COMPANY ON AN "AS IS" IN SECTIONS 16 AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KINDSECTION 13(e), EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NON INFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT SUCH SERVICES WILL BE ERROR FREE. COMPANY MAKES NO WARRANTY THAT THE BROADBAND SERVICES WILL BE UNINTERRUPTED, OR WILL SECURE CUSTOMER'S COMPUTER FROM THIRD PARTY UNAUTHORIZED ACCESS OR MONITORING. CUSTOMER AGREES THAT ALL USE OF THE BROADBAND SERVICES IS AT CUSTOMER'S SOLE RISK AND CUSTOMER EXPRESSLY ACKNOWLEDGES AND ACCEPTS THE BROADBAND SERVICES KNOWING THAT SUCH SERVICES ARE SUBJECT TO INTERRUPTION FROM POWER OUTAGES AND EQUIPMENT FAILURES. IN NO EVENT WILL COMPANYSHALL KRONOS OR ADP OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE TO THE OTHER PARTY OR ITS SUBSIDIARIES, AFFILIATES OR PARENT CORPORATIONANY OF THEIR RESPECTIVE OFFICERS, BE LIABLE DIRECTORS, EMPLOYEES OR AGENTS FOR LOST DATA, LOST PROFITS OR LOST REVENUES OR ANY SPECIAL, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES OF ANY KINDKIND WHATSOEVER ARISING FROM KRONOS' TECHNOLOGY, UNDER ANY LEGAL THEORY, ARISING OUT LICENSE OR SALE OF PRODUCTS OR SERVICES OR OTHERWISE IN CONNECTION WITH THE INSTALLATIONANY PREVIOUS AGREEMENT, REPAIR, REPLACEMENT, WITH THIS AGREEMENT OR REMOVAL OF COMPANY'S EQUIPMENT, THE USE OR INABILITY TO USE THE BROADBAND SERVICES, OR THE USE OR INABILITY TO USE WITH ANY THIRD PARTY SERVICES INCLUDING, BUT NOT LIMITED TO E911 SERVICE AND HOME SECURITY OR MEDICAL MONITORING SERVICE, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL SPECIAL CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT THERE IS NEGLIGENCE ON THE PART OF COMPANY AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGESACTIVITIES THEREUNDER OR HEREUNDER. EXCEPT FOR KRONOS' INDEMNIFICATION OBLIGATIONS UNDER SECTIONS 16(a) AND 16(b), IN NO EVENT WHATSOEVER SHALL KRONOS' LIABILITY UNDER THIS AGREEMENT OR FROM ANY AND ALL CAUSES OR OTHERWISE EXCEED IN GENERAL MONEY DAMAGES A TOTAL CUMULATIVE MAXIMUM AMOUNT OF [**] OF THE AMOUNTS ACTUALLY PAID TO KRONOS UNDER THIS AGREEMENT. THE EXISTENCE OF MORE THAN ONE CLAIM OR SUIT WILL COMPANYNOT ENLARGE OR EXTEND THESE LIMITS. THE LIMITATIONS IN THIS SECTION SHALL BE THE FULL EXTENT OF KRONOS' AND ADP'S LIABILITY EXCEED UNDER THIS AGREEMENT WHETHER THE AMOUNT ACTUALLY PAID ACTION OR ACTIONS AGAINST KRONOS OR ADP, AS APPLICABLE, ARE BROUGHT BY CUSTOMER FOR THE BROADBAND SERVICESREASON OF ANY BREACH OF ANY REPRESENTATION OR WARRANTY UNDER OR ANY OTHER BREACH THIS AGREEMENT OR BY REASON OF NEGLIGENCE, STRICT LIABILITY OR ANY OTHER TORT OR CAUSE OF ACTION. Customer agrees to defend, indemnify and hold harmless Company, its affiliates and Parent Corporation, from and against any and all claims and expenses, including reasonable attorneys' fees, arising out of or related in any way to the use of the Broadband Services by Customer or otherwise arising out of Customer's breach of any term of the Agreement<PAGE> 22.

Limitation of Liability and Indemnification. CUSTOMER AGREES THAT ALL BROADBAND SERVICES 5.01 THE DUTIES OF THE SUB-ADMINISTRATOR SHALL BE CONFINED TO THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT, AND NO IMPLIED DUTIES ARE PROVIDED ASSUMED BY COMPANY ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OR MAY BE ASSERTED AGAINST THE SUB-ADMINISTRATOR. EXCEPT TO THE EXTENT ARISING OUT OF ANY KINDTHE ADMINISTRATOR’S FRAUD OR CRIMINAL MISCONDUCT WHEN PROVIDING THE SERVICES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT THE ADMINISTRATOR’S LIABILITY TO THE FUND FOR DIRECT DAMAGES WILL BE LIMITED TO WARRANTIES MONETARY DAMAGES NOT TO EXCEED THE AMOUNT OF TITLEFEES PAID HEREUNDER DURING THE THREE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE FIRST SUCH CLAIM TO OCCUR. For the avoidance of doubt, NON INFRINGEMENT OR IMPLIED WARRANTIES the Sub-Administrator shall not be responsible for any breach in the performance of its obligations under this Agreement due to (i) the failure or delay of GXMC to perform its obligations under this Agreement or (ii) the Sub-Administrator’s reliance on the Data. Each party shall have the duty to mitigate its damages for which another party may become responsible. As used in this Section 5, the term “Sub-Administrator” shall include the officers, directors, employees, affiliates and agents of the Sub-Administrator as well as that entity itself. NOTWITHSTANDING ANY OTHER PROVISION OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSETHIS AGREEMENT TO THE CONTRARY, OR THAT SUCH SERVICES WILL BE ERROR FREE. COMPANY MAKES NO WARRANTY THAT THE BROADBAND SERVICES WILL BE UNINTERRUPTED, OR WILL SECURE CUSTOMER'S COMPUTER FROM THIRD PARTY UNAUTHORIZED ACCESS OR MONITORING. CUSTOMER AGREES THAT ALL USE OF THE BROADBAND SERVICES IS AT CUSTOMER'S SOLE RISK AND CUSTOMER EXPRESSLY ACKNOWLEDGES AND ACCEPTS THE BROADBAND SERVICES KNOWING THAT SUCH SERVICES ARE SUBJECT TO INTERRUPTION FROM POWER OUTAGES AND EQUIPMENT FAILURES. IN NO EVENT WILL COMPANY, ITS AFFILIATES OR PARENT CORPORATION, SHALL THE SUB-ADMINISTRATOR BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR OTHER NON-DIRECT DAMAGES OF ANY KINDKIND WHETHER SUCH LIABILITY IS PREDICATED ON CONTRACT, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THE INSTALLATION, REPAIR, REPLACEMENTSTRICT LIABILITY, OR REMOVAL ANY OTHER THEORY AND REGARDLESS OF COMPANY'S EQUIPMENT, WHETHER THE USE OR INABILITY TO USE THE BROADBAND SERVICES, OR THE USE OR INABILITY TO USE ANY THIRD PARTY SERVICES INCLUDING, BUT NOT LIMITED TO E911 SERVICE AND HOME SECURITY OR MEDICAL MONITORING SERVICE, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL SPECIAL CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT THERE FUND IS NEGLIGENCE ON THE PART OF COMPANY AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. . 5.02 NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, IN NO EVENT WILL COMPANY'S SHALL A PARTY TO THIS AGREEMENT BE LIABLE TO ANOTHER PARTY OR A THIRD PARTY FOR LOST PROFITS OR REVENUES OR FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR OTHER NON-DIRECT DAMAGES OF ANY KIND WHETHER SUCH LIABILITY EXCEED IS PREDICATED ON CONTRACT, STRICT LIABILITY, OR ANY OTHER THEORY AND REGARDLESS OF WHETHER THE AMOUNT ACTUALLY PAID BY CUSTOMER OTHER PARTY IS ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. 5.03 The Sub-Administrator may, from time to time, provide to GXMC services and products (“Special Third Party Services”) from external third party sources that are telecommunication carriers, Pricing Sources, data feed providers or other similar service providers (“Special Third Party Vendors”). GXMC acknowledges and agrees that the Special Third Party Services are confidential and proprietary trade secrets of the Special Third Party Vendors. Accordingly, GXMC shall honor requests by the Sub-Administrator and the Special Third Party Vendors to protect their proprietary rights in their data, information and property including requests that GXMC place copyright notices or other proprietary legends on printed matter, print outs, tapes, disks, film or any other medium of dissemination. GXMC further acknowledges and agrees that all Special Third Party Services are provided on an “AS IS WITH ALL FAULTS” basis solely for GXMC’s internal use in connection with the receipt of the Services. GXMC may use Special Third Party Services as normally required on view-only screens and hard copy statements, reports and other documents necessary to support such the Trust’s investors, however GXMC shall not distribute any Special Third Party Services to other third parties. THE SPECIAL THIRD PARTY VENDORS AND THE SUB-ADMINISTRATOR MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR ANY OTHER MATTER WITH RESPECT TO ANY OF THE BROADBAND SPECIAL THIRD PARTY SERVICES. Customer agrees to defendNEITHER THE SUB-ADMINISTRATOR NOR THE SPECIAL THIRD PARTY VENDORS SHALL BE LIABLE FOR ANY DAMAGES SUFFERED BY THE ADMINISTRATOR IN THE USE OF ANY OF THE SPECIAL THIRD PARTY SERVICES, INCLUDING, WITHOUT LIMITATION, LIABILITY FOR ANY INCIDENTAL, CONSEQUENTIAL OR SIMILAR DAMAGES. 5.04 GXMC shall indemnify and hold harmless Companythe Sub-Administrator from and against and the Sub-Administrator shall have no liability in connection with any and all actions, its affiliates suits and Parent Corporationclaims, whether groundless or otherwise, and from and against any and all claims losses, damages, costs, charges, reasonable counsel fees and expensesdisbursements, payments, expenses and liabilities (including reasonable attorneys' feesinvestigation expenses) arising directly or indirectly out of: (i) any act or omission of the Sub-Administrator in carrying out its duties hereunder or as a result of the Sub-Administrator’s reliance upon any instructions, arising out notice or instrument that the Sub-Administrator believes is genuine and signed or presented by an authorized Person; provided that this indemnification shall not apply if any such loss, damage or expense is caused by or arises from the Sub-Administrator’s bad faith, willful malfeasance or fraud in the performance of the Services; (ii) any breach by GXMC of any representation, warranty or related agreement contained in this Agreement; (ii) any act or omission of GXMC, prior to the Effective Date, a Special Third Party Vendor, GXMC’s other service providers (such as custodians, prime brokers, transfer agents and sub-advisers); (iii) any pricing error caused by the failure of GXMC to provide a trade ticket or for incorrect information included in any way trade ticket; or (iv) any act or omission of the Sub-Administrator as a result of the Sub-Administrator’s compliance with any applicable regulations. 5.05 The Sub-Administrator may apply to GXMC or, upon notice to GXMC, to the use Trust or any Person acting on the Trust’s behalf at any time for instructions and may consult counsel for the Trust or GXMC or with accountants, counsel and other experts with respect to any matter arising in connection with the Sub-Administrator’s duties hereunder, and the Sub-Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the advice of counsel, accountants or other experts. The Sub-Administrator shall not be liable for actions taken pursuant to any document which it reasonably believes to be genuine and to have been signed by the proper Person or Persons. The Sub-Administrator shall not be held to have notice of any change of authority of any officer, employee or agent of the Broadband Services Trust until receipt of written notice thereof. To the extent that the Sub-Administrator consults with GXMC or the Trust’s counsel pursuant to this provision, any such expense shall be paid by Customer GXMC. 5.06 The Sub-Administrator shall have no liability for its reliance on the Data or otherwise arising out the performance or omissions of Customer's breach unaffiliated third parties such as, by way of example and not limitation, transfer agents, sub-transfer agents, custodians, prime brokers, placement agents, third party marketers, asset data service providers, Advisers (including, without limitation, the sponsor) or sub-advisers, current or former third party service providers, Pricing Sources (as defined herein), software providers, printers, postal or delivery services, telecommunications providers and processing and settlement services. The Sub-Administrator may rely on and shall have no duty to investigate or confirm the accuracy or adequacy of any term information provided by any of the foregoing third parties. 5.07 The Sub-Administrator shall have no obligations with respect to any laws relating to the distribution, purchase or sale of Creation Units or underlying securities. 5.08 The indemnification rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation or Action with respect to which indemnification hereunder may ultimately be merited. If in any case GXMC is asked to indemnify or hold the Sub-Administrator harmless, the Sub-Administrator shall promptly advise GXMC of the pertinent facts concerning the situation in question, and the Sub-Administrator will use all reasonable care to identify and notify GXMC promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification, but failure to do so shall not affect the rights hereunder. 5.09 GXMC shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If GXMC elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by GXMC and satisfactory to the Sub-Administrator, whose approval shall not be unreasonably withheld. In the event that GXMC elects to assume the defense of any suit and retain counsel, the Sub-Administrator shall bear the fees and expenses of any additional counsel retained by it. If GXMC does not elect to assume the defense of a suit, it will reimburse the Sub-Administrator for the fees and expenses of any counsel retained by the Sub-Administrator. None of the parties hereto shall settle or compromise any action, suit, proceeding or claim if such settlement or compromise provides for an admission of liability on the part of the indemnified party without such indemnified party's written consent. 5.10 The provisions of this Section 5 shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. CUSTOMER AGREES BUSINESS ACCOUNTS ONLY. EXCEPT AS STATED IN THIS AGREEMENT OR TO THE EXTENT THE LAW MAY REQUIRE OTHERWISE: (a) YOU AGREE THAT ALL BROADBAND SERVICES ARE PROVIDED BY COMPANY ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES BANK WILL HAVE NO LIABILITY WHATSOEVER TO YOU, ANY USER OR ANY THIRD PARTY BECAUSE OF ACTS, OMISSIONS, OR POLICIES OF ANY KINDGOVERNMENTAL AGENCY, EITHER EXPRESS FINANCIAL INSTITUTION OR IMPLIEDOTHER PARTY THROUGH WHICH A FUNDS TRANSFER SUBJECT TO THE AGREEMENT IS EFFECTED (WHETHER OR NOT SELECTED BY US), INCLUDING BUT THE FAILURE OF ANY SUCH INSTITUTION, AGENCY OR PARTY TO ACCOUNT FOR OR PAY OVER THE FUNDS TRANSFERRED. (b) BANK WILL NOT LIMITED BE LIABLE TO WARRANTIES YOU OR ANY USER AND YOU AGREE TO INDEMNIFY AND HOLD BANK HARMLESS FROM ANY LIABILITY FOR BANK’S FAILURE TO COMPLY WITH THE TERMS OF TITLETHIS AGREEMENT BECAUSE OF LEGAL CONSTRAINT, NON INFRINGEMENT INTERRUPTION OR IMPLIED WARRANTIES FAILURE OF MERCHANTABILITY TRANSMISSION AND/OR FITNESS FOR A PARTICULAR PURPOSECOMMUNICATIONS FACILITIES, WAR (DECLARED OR THAT SUCH SERVICES WILL BE ERROR FREE. COMPANY MAKES NO WARRANTY THAT THE BROADBAND SERVICES WILL BE UNINTERRUPTEDNOT), EMERGENCIES, LABOR DISPUTES, FIRE, ACTS OF GOD, NATURAL DISASTERS OR WILL SECURE CUSTOMER'S COMPUTER FROM THIRD PARTY UNAUTHORIZED ACCESS OR MONITORING. CUSTOMER AGREES THAT ALL USE OF THE BROADBAND SERVICES IS AT CUSTOMER'S SOLE RISK AND CUSTOMER EXPRESSLY ACKNOWLEDGES AND ACCEPTS THE BROADBAND SERVICES KNOWING THAT SUCH SERVICES ARE SUBJECT TO INTERRUPTION FROM POWER OUTAGES AND EQUIPMENT FAILURES. ANY OTHER CIRCUMSTANCES BEYOND BANK’S CONTROL. (c) IN NO EVENT WILL COMPANY, ITS AFFILIATES OR PARENT CORPORATION, BANK BE LIABLE FOR ANY LOST PROFITS, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR INDIRECT DAMAGES OR LOSSES, EVEN IF BANK IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPT TO THE EXTENT REQUIRED BY LAW. (d) IN NO EVENT WILL BANK BE LIABLE FOR ANY KINDAMOUNT IN EXCESS OF $50,000 (FIFTY THOUSAND DOLLARS). (e) YOU ALSO AGREE TO INDEMNIFY AND HOLD BANK, UNDER ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS AND ATTORNEYS HARMLESS FROM AND AGAINST ANY LEGAL THEORYAND ALL CLAIMS, ACTIONS, PROCEEDINGS, COSTS, DAMAGES, LOSSES, LIABILITIES AND EXPENSES (INCLUDING THE PAYMENTS OF REASONABLE ATTORNEY’S AND PARALEGAL FEES AND OTHER COSTS) ARISING OUT OF OR IN CONNECTION WITH YOUR OR ANY USER’S INSTRUCTIONS, ACCESS TO OR USE OF ONLINE BANKING, BREACH OF THIS ONLINE BANKING ACCESS AGREEMENT, AND/OR VIOLATION OF ANY APPLICABLE LAW OR RIGHT OF A THIRD PARTY. (f) ANY CLAIM RELATED TO THE INSTALLATION, REPAIR, REPLACEMENTSERVICES MUST BE INITIATED WITHIN ONE (1) YEAR OF THE DATE YOU KNEW, OR REMOVAL OF COMPANY'S EQUIPMENTREASONABLY SHOULD HAVE KNOWN, THE USE OR INABILITY TO USE THE BROADBAND SERVICES, OR THE USE OR INABILITY TO USE ANY THIRD PARTY SERVICES INCLUDING, BUT NOT LIMITED TO E911 SERVICE AND HOME SECURITY OR MEDICAL MONITORING SERVICE, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL SPECIAL CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT THERE IS NEGLIGENCE ON THE PART OF COMPANY AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY EXISTENCE OF ANY SUCH DAMAGES. IN NO EVENT WILL COMPANY'S LIABILITY EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE BROADBAND SERVICES. Customer agrees to defend, indemnify and hold harmless Company, its affiliates and Parent Corporation, from and against any and all claims and expenses, including reasonable attorneys' fees, arising out of or related in any way to the use of the Broadband Services by Customer or otherwise arising out of Customer's breach of any term of the AgreementCLAIM AGAINST BANK.

Limitation of Liability and Indemnification. CUSTOMER AGREES THAT ALL BROADBAND SERVICES ARE PROVIDED BY COMPANY ON AN "5.1 EXCEPT AS IS" AND "AS AVAILABLE" BASIS WITHOUT EXPRESSLY STATED IN THIS AGREEMENT, OAG MAKES NO REPRESENTATIONS, CONDITIONS, GUARANTEES OR WARRANTIES OF ANY KIND, EITHER EXPRESS EXPRESS, IMPLIED OR IMPLIEDSTATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NON INFRINGEMENT OR AND EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, INCLUDING, WITHOUT LIMITATION, REGARDING SATISFACTORY QUALITY OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR THAT SUCH THE DATA PRODUCTS OR SERVICES WILL BE AVAILABLE FOR USE, UNINTERRUPTED, ERROR FREE. COMPANY MAKES NO WARRANTY FREE OR THAT THE BROADBAND SERVICES ANY ERRORS WILL BE UNINTERRUPTED, OR WILL SECURE CUSTOMER'S COMPUTER FROM THIRD PARTY UNAUTHORIZED ACCESS OR MONITORINGCORRECTED. CUSTOMER AGREES HEREBY ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY WARRANTY, CONDITION, GUARANTEE OR REPRESENTATION MADE BY OAG, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT. CUSTOMER ASSUMES ALL USE RISK FOR ANY RESULTS IT OBTAINS BY OR AS A RESULT OF USING THE BROADBAND SERVICES IS AT CUSTOMER'S SOLE RISK AND CUSTOMER EXPRESSLY ACKNOWLEDGES AND ACCEPTS THE BROADBAND SERVICES KNOWING THAT SUCH SERVICES ARE DATA PRODUCTS OR SERVICES. 5.2 SUBJECT TO INTERRUPTION FROM POWER OUTAGES CLAUSE 5.6, AND EQUIPMENT FAILURES. EXCEPT FOR OAG’S INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT WILL COMPANYSHALL OAG HAVE ANY LIABILITY FOR ANY LOST PROFITS, ITS AFFILIATES REVENUES OR PARENT CORPORATIONINDIRECT, BE LIABLE FOR INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THE INSTALLATION, REPAIR, REPLACEMENT, LOSSES SUFFERED BY CUSTOMER OR REMOVAL OF COMPANY'S EQUIPMENT, THE USE OR INABILITY TO USE THE BROADBAND SERVICES, OR THE USE OR INABILITY TO USE ANY THIRD PARTY SERVICES INCLUDING, BUT NOT LIMITED TO E911 SERVICE AND HOME SECURITY OR MEDICAL MONITORING SERVICEPARTY, INCLUDING ANY DIRECTLOSS OF OPPORTUNITY, INDIRECTANTICIPATED SAVINGS OR GOODWILL, INCIDENTAL SPECIAL CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT THERE IS NEGLIGENCE ON THE PART OF COMPANY AND WHETHER OR NOT COMPANY EVEN IF OAG HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. IN NO EVENT WILL COMPANY'S LIABILITY EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE BROADBAND SERVICES. SAME. 5.3 Customer agrees to defendshall indemnify, indemnify defend and hold OAG harmless Company, its affiliates and Parent Corporation, from and against any and all claims third party claims, liabilities, damages, and expenses, related costs and expenses (including reasonable attorneys' fees’ fees and expenses) (collectively, the “Claims”) that may be asserted against or incurred by OAG to the extent arising out of or related in any way to the Customer’s use of the Broadband Data Products or Services by Customer or otherwise arising out of Customer's due to (i) breach of any term the terms of the this Agreement, (ii) negligence or willful misconduct,

Limitation of Liability and Indemnification. CUSTOMER AGREES THAT ALL BROADBAND SERVICES THE DUTIES OF THE ADMINISTRATOR SHALL BE CONFINED TO THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT, AND NO IMPLIED DUTIES ARE PROVIDED ASSUMED BY OR MAY BE ASSERTED AGAINST THE ADMINISTRATOR. EXCEPT TO THE EXTENT ARISING OUT OF THE ADMINISTRATOR’S BAD FAITH, FRAUD, GROSS NEGLIGENCE (AS DEFINED HEREIN) OR CRIMINAL MISCONDUCT WHEN PROVIDING THE SERVICES, THE ADMINISTRATOR’S AGGREGATE LIABILITY TO THE COMPANY ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT WILL BE LIMITED TO WARRANTIES MONETARY DAMAGES NOT TO EXCEED THE AMOUNT OF TITLEFEES PAID HEREUNDER DURING THE THREE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE FIRST SUCH CLAIM TO OCCUR. For the avoidance of doubt, NON INFRINGEMENT OR IMPLIED WARRANTIES the Administrator shall not be responsible for any breach in the performance of its obligations under this Agreement due to (i) the failure or delay of the Trust or either of its respective agents to perform its obligations under this Agreement or (ii) the Administrator’s reliance on Trust Data. Each party shall have the duty to mitigate its damages for which another party may become responsible. As used in this Section 5, the term “Administrator” shall include the officers, directors, employees, affiliates and agents of the Administrator as well as that entity itself. NOTWITHSTANDING ANY OTHER PROVISION OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSETHIS AGREEMENT TO THE CONTRARY, OR THAT SUCH SERVICES WILL BE ERROR FREE. COMPANY MAKES NO WARRANTY THAT THE BROADBAND SERVICES WILL BE UNINTERRUPTED, OR WILL SECURE CUSTOMER'S COMPUTER FROM THIRD PARTY UNAUTHORIZED ACCESS OR MONITORING. CUSTOMER AGREES THAT ALL USE OF THE BROADBAND SERVICES IS AT CUSTOMER'S SOLE RISK AND CUSTOMER EXPRESSLY ACKNOWLEDGES AND ACCEPTS THE BROADBAND SERVICES KNOWING THAT SUCH SERVICES ARE SUBJECT TO INTERRUPTION FROM POWER OUTAGES AND EQUIPMENT FAILURES. IN NO EVENT WILL COMPANY, ITS AFFILIATES OR PARENT CORPORATION, SHALL THE ADMINISTRATOR BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR OTHER NON-DIRECT DAMAGES OF ANY KINDKIND WHETHER SUCH LIABILITY IS PREDICATED ON CONTRACT, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THE INSTALLATION, REPAIR, REPLACEMENTSTRICT LIABILITY, OR REMOVAL ANY OTHER THEORY AND REGARDLESS OF COMPANY'S EQUIPMENT, WHETHER THE USE OR INABILITY TO USE THE BROADBAND SERVICES, OR THE USE OR INABILITY TO USE ANY THIRD PARTY SERVICES INCLUDING, BUT NOT LIMITED TO E911 SERVICE AND HOME SECURITY OR MEDICAL MONITORING SERVICE, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL SPECIAL CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT THERE COMPANY IS NEGLIGENCE ON THE PART OF COMPANY AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. IN NO EVENT WILL COMPANY'S LIABILITY EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE BROADBAND SERVICES. Customer agrees to defend, indemnify and hold harmless Company, its affiliates and Parent Corporation, from and against any and all claims and expenses, including reasonable attorneys' fees, arising out of or related in any way to the use of the Broadband Services by Customer or otherwise arising out of Customer's breach of any term of the Agreement.

Limitation of Liability and Indemnification. CUSTOMER AGREES THAT ALL BROADBAND SERVICES 5.01 THE DUTIES OF THE ADMINISTRATOR SHALL BE CONFINED TO THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT, AND NO IMPLIED DUTIES ARE PROVIDED ASSUMED BY COMPANY ON AN "OR MAY BE ASSERTED AGAINST THE ADMINISTRATOR. EXCEPT TO THE EXTENT ARISING OUT OF THE ADMINISTRATOR'S GROSS NEGLIGENCE (AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KINDDEFINED HEREIN), EITHER EXPRESS WILLFUL MISCONDUCT, BAD FAITH, FRAUD OR IMPLIEDCRIMINAL MISCONDUCT WHEN PROVIDING THE SERVICES, INCLUDING BUT NOT THE ADMINISTRATOR'S AGGREGATE LIABILITY TO THE TRUST WILL BE LIMITED TO WARRANTIES MONETARY DAMAGES NOT TO EXCEED THE AMOUNT OF TITLEFEES PAID HEREUNDER DURING THE THREE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE FIRST SUCH CLAIM TO OCCUR. For the avoidance of doubt, NON INFRINGEMENT OR IMPLIED WARRANTIES the Administrator shall not be responsible for any breach in the performance of its obligations under this Agreement due to (i) the failure or delay of the Trust or either of its respective agents to perform its obligations under this Agreement or (ii) the Administrator's reliance on Trust Data. Each party shall have the duty to mitigate its damages for which another party may become responsible. As used in this Section 5, the term "Administrator shall include the officers, directors, employees, affiliates and agents of the Administrator as well as that entity itself. NOTWITHSTANDING ANY OTHER PROVISION OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSETHIS AGREEMENT TO THE CONTRARY, OR THAT SUCH SERVICES WILL BE ERROR FREE. COMPANY MAKES NO WARRANTY THAT THE BROADBAND SERVICES WILL BE UNINTERRUPTED, OR WILL SECURE CUSTOMER'S COMPUTER FROM THIRD PARTY UNAUTHORIZED ACCESS OR MONITORING. CUSTOMER AGREES THAT ALL USE OF THE BROADBAND SERVICES IS AT CUSTOMER'S SOLE RISK AND CUSTOMER EXPRESSLY ACKNOWLEDGES AND ACCEPTS THE BROADBAND SERVICES KNOWING THAT SUCH SERVICES ARE SUBJECT TO INTERRUPTION FROM POWER OUTAGES AND EQUIPMENT FAILURES. IN NO EVENT WILL COMPANY, ITS AFFILIATES OR PARENT CORPORATION, SHALL THE ADMINISTRATOR BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR OTHER NON-DIRECT DAMAGES OF ANY KINDKIND WHETHER SUCH LIABILITY IS PREDICATED ON CONTRACT, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THE INSTALLATION, REPAIR, REPLACEMENTSTRICT LIABILITY, OR REMOVAL ANY OTHER THEORY AND REGARDLESS OF COMPANY'S EQUIPMENT, WHETHER THE USE OR INABILITY TO USE THE BROADBAND SERVICES, OR THE USE OR INABILITY TO USE ANY THIRD PARTY SERVICES INCLUDING, BUT NOT LIMITED TO E911 SERVICE AND HOME SECURITY OR MEDICAL MONITORING SERVICE, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL SPECIAL CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT THERE TRUST IS NEGLIGENCE ON THE PART OF COMPANY AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. 5.02 The Administrator may, from time to time, provide to the Trust services and products ("Special Third Part Services") from external third party sources that are telecommunication carriers, Pricing Sources, data feed providers or other similar service providers ("Special Third Party Vendors"). IN The Trust acknowledges and agrees that the Special Third Party Services are confidential and proprietary trade secrets of the Special Third Party Vendors. Accordingly, the Trust shall honor requests by the Administrator and the Special Third Party Vendors to protect their proprietary rights in their data, information and property including requests that the Trust place copyright notices or other proprietary legends on printed matter, print outs, tapes, disks, film or any other medium of dissemination. The Trust further acknowledges and agrees that all Special Third Party Services are provided on an "AS IS WITH ALL FAULTS" basis solely for such Trust's internal use, and as an aid in connection with the receipt of the Services. The Trust may use Special. Third Party Services as normally required on view-only screens and hard copy statements, reports and other documents necessary to support such Trust's investors, however the Trust shall not distribute any Special Third Party Services to other third parties. THE SPECIAL THIRD PARTY VENDORS AND THE ADMINISTRATOR MAKE NO EVENT WILL COMPANY'S LIABILITY EXCEED WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR ANY OTHER MATTER WITH RESPECT TO ANY OF THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE BROADBAND SPECIAL THIRD PARTY SERVICES. Customer agrees to defendNEITHER THE ADMINISTRATOR NOR THE SPECIAL THIRD PARTY VENDORS SHALL BE LIABLE FOR ANY DAMAGES SUFFERED BY THE TRUST IN THE USE OF ANY OF THE SPECIAL THIRD PARTY SERVICES, indemnify INCLUDING, WITHOUT LIMITATION, LIABILITY FOR ANY INCIDENTAL, CONSEQUENTIAL OR SIMILAR DAMAGES. SEI — 273541 5.03 Trust shall indemnify, defend and hold harmless Companythe Administrator from and against and the Administrator shall have no liability in connection with any and all actions, its affiliates suits and Parent Corporationclaims, whether groundless or otherwise, and from and against any and all claims losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of: (i) any act or omission of the Administrator in carrying out its duties hereunder or as a result of the Administrator's reliance upon any instructions, notice or instrument that the Administrator believes is genuine and signed or presented by an authorized Person of Trust; provided that this indemnification shall not apply if any such loss, damage or expense is caused by or arises from the Administrator's, gross negligence, willful misconduct, criminal misconduct, bad faith or fraud in the performance of the Services; (ii) any violation by Trust of any applicable investment policy, law or regulation, (iii) any misstatement or omission in the Trust Materials or any Trust Data; (iv) any breach by Trust of any representation, warranty or agreement contained in this Agreement; (v) any act or omission of Trust, a Special Third Party Vendor, the Trust's other service providers (such as custodians, prime brokers, transfer agents, investment advisors and sub-advisers); (vi) any pricing error caused by the failure of the Trust's investment adviser or sub-adviser to provide a trade ticket or for incorrect information included in any trade ticket; or (vii) any act or omission of the Administrator as a result of the Administrator's compliance with the Regulations, including, but not limited to, returning an investor's Investment or restricting the payment of redemption proceeds. 5.04 To the extent that a Portfolio receives Special Third Party Services from Interactive Data Corporation ("IDC"), such Portfolio shall indemnify and hold harmless IDC and its suppliers from any and all losses, damages, liability, costs, including reasonable attorneys' attorney's fees, resulting directly or indirectly from any claim or demand against IDC by a third party arising out of of, derived from, or related to the accuracy or completeness of any such Special Third Party Services received by a Portfolio. IDC shall not be liable for any claim or demand against a Portfolio by any third party. 5.05 The Administrator may apply to Trust, or any Person acting on Trust's behalf at any time for instructions and may consult counsel for Trust or with accountants, counsel and other experts with respect to any matter arising in connection with the Administrator's duties hereunder, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the advice of counsel, accountants or other experts. Also, the Administrator shall not be liable for actions taken pursuant to any document which it reasonably believes to be genuine and to have been signed by the proper Person or Persons. The Administrator shall not be held to have notice of any change of authority of any officer, employee or agent of Trust until receipt of written notice thereof. To the extent that the Administrator consults with Trust counsel pursuant to this provision, any such expense shall be borne by Trust. 5.06 The Administrator shall have no liability for its reliance on Trust Data or the performance or omissions of unaffiliated third parties such as, by way of example and not limitation, transfer agents, sub-transfer agents, custodians, prime brokers, placement agents, third party marketers, asset data service providers, investment advisers or sub-advisers, current or former third party service providers, Pricing Sources, software providers, printers, postal or delivery services, prior administrators, telecommunications providers and processing and settlement services. The Administrator may rely on and shall have no duty to investigate or confirm the accuracy or adequacy of any information provided by any of the foregoing third parties. 5.07 The Administrator shall have no obligations with respect to any laws relating to the distribution, purchase or sale of Shares. Further, Trust assumes full responsibility for the preparation, contents and distribution of its Trust Materials and its compliance with any applicable laws, rules, and regulations. SEI — 273541 5.08 The indemnification rights afforded to Administrator hereunder shall include the right to reasonable advances of defense expenses on an as-incurred basis in the event of any pending or threatened litigation or Action with respect to which indemnification hereunder may ultimately be merited. If in any way case Trust is asked to indemnify or hold the Administrator harmless, the Administrator shall promptly advise Trust of the pertinent facts concerning the situation in question, and the Administrator will use all reasonable care to identify and notify Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification, but failure to do so shall not affect the rights hereunder. 5.09 Trust shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by Trust and satisfactory to the use Administrator, whose approval shall not be unreasonably withheld. In the event that Trust elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If Trust does not elect to assume the defense of a suit, it will advance to the Administrator the fees and expenses of any counsel retained by the Administrator. None of the Broadband Services by Customer parties hereto shall settle or otherwise arising out compromise any action, suit, proceeding or claim if such settlement or compromise provides for an admission of Customer's breach of any term liability on the part of the indemnified party without such indemnified party's written consent. 5.10 THE TRUST AND THE ADMINISTRATOR HAVE FREELY AND OPENLY NEGOTIATED THIS AGREEMENT, INCLUDING THE PRICING, WITH THE KNOWLEDGE THAT THE LIABILITY OF THE PARTIES IS TO BE LIMITED IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT. 5.11 The provisions of this Section 5 shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. CUSTOMER AGREES THAT ALL BROADBAND SERVICES 5.01 THE DUTIES OF THE ADMINISTRATOR SHALL BE CONFINED TO THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT, AND NO IMPLIED DUTIES ARE PROVIDED ASSUMED BY COMPANY ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OR MAY BE ASSERTED AGAINST THE ADMINISTRATOR. EXCEPT TO THE EXTENT ARISING OUT OF ANY KINDTHE ADMINISTRATOR’S FRAUD OR CRIMINAL MISCONDUCT WHEN PROVIDING THE SERVICES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT THE ADMINISTRATOR’S AGGREGATE LIABILITY TO THE FUNDS WILL BE LIMITED TO WARRANTIES MONETARY DAMAGES NOT TO EXCEED THE AMOUNT OF TITLE, NON INFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT SUCH SERVICES WILL BE ERROR FREE. COMPANY MAKES NO WARRANTY THAT THE BROADBAND SERVICES WILL BE UNINTERRUPTED, OR WILL SECURE CUSTOMER'S COMPUTER FROM THIRD PARTY UNAUTHORIZED ACCESS OR MONITORING. CUSTOMER AGREES THAT ALL USE FEES PAID HEREUNDER AS OF THE BROADBAND SERVICES IS AT CUSTOMER'S SOLE RISK AND CUSTOMER EXPRESSLY ACKNOWLEDGES AND ACCEPTS DATE IMMEDIATELY PRECEDING THE BROADBAND SERVICES KNOWING THAT SUCH SERVICES ARE SUBJECT EVENT GIVING RISE TO INTERRUPTION FROM POWER OUTAGES AND EQUIPMENT FAILURESTHE CLAIM. For the avoidance of doubt, the Administrator shall not be responsible for any breach in the performance of its obligations under this Agreement due to (i) the failure or delay of any Fund, underlying fund or either of their respective agents to perform its obligations under this Agreement or (ii) the Administrator’s reliance on Fund Data. Each party shall have the duty to mitigate its damages for which another party may become responsible. As used in this Section 5, the term “Administrator” shall include the officers, directors, employees, affiliates and agents of the Administrator as well as that entity itself. 5.02 NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, IN NO EVENT WILL COMPANY, ITS AFFILIATES OR PARENT CORPORATION, SHALL THE ADMINISTRATOR BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER NON-DIRECT DAMAGES OF ANY KINDKIND WHETHER SUCH LIABILITY IS PREDICATED ON CONTRACT, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THE INSTALLATION, REPAIR, REPLACEMENTSTRICT LIABILITY, OR REMOVAL ANY OTHER THEORY AND REGARDLESS OF COMPANY'S EQUIPMENT, WHETHER THE USE OR INABILITY TO USE THE BROADBAND SERVICES, OR THE USE OR INABILITY TO USE ANY THIRD PARTY SERVICES INCLUDING, BUT NOT LIMITED TO E911 SERVICE AND HOME SECURITY OR MEDICAL MONITORING SERVICE, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL SPECIAL CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT THERE IS NEGLIGENCE ON THE PART OF COMPANY AND WHETHER OR NOT COMPANY HAS BEEN FUNDS ARE ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. IN NO EVENT WILL COMPANY'S LIABILITY EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE BROADBAND AVOIDANCE OF DOUBT, THE ADMINISTRATOR SHALL NOT BE LIABLE FOR ANY LOSS SUFFERED BY A THIRD PARTY (INCLUDING WITHOUT LIMITATION, INVESTORS IN A FUND) FOR ANY DAMAGES, EVEN IF THE SAME ARE FORESEEABLE. SEI – 144089v4 5.03 The Administrator may, from time to time, provide to the Funds services and products (“Special Third Party Services”) from external third party sources that are Pricing Sources or other similar service providers (“Special Third Party Vendors”). Each Fund acknowledges and agrees that the Special Third Party Services are confidential and proprietary trade secrets of the Special Third Party Vendors. Accordingly, each Fund shall honor requests by the Administrator and the Special Third Party Vendors to protect their proprietary rights in their data, information and property including requests that a Fund place copyright notices or other proprietary legends on printed matter, print outs, tapes, disks, film or any other medium of dissemination. Each Fund further acknowledges and agrees that all Special Third Party Services are provided on an “AS IS WITH ALL FAULTS” basis solely for such Fund’s internal use, and as an aid in connection with the receipt of the Services. Each Fund may use Special Third Party Services as normally required on view-only screens and hard copy statements, reports and other documents necessary to support such Fund’s investors, however no Fund shall distribute any Special Third Party Services to other third parties. THE SPECIAL THIRD PARTY VENDORS AND THE ADMINISTRATOR MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR ANY OTHER MATTER WITH RESPECT TO ANY OF THE SPECIAL THIRD PARTY SERVICES. Customer agrees NEITHER THE ADMINISTRATOR NOR THE SPECIAL THIRD PARTY VENDORS SHALL BE LIABLE FOR ANY DAMAGES SUFFERED BY A FUND IN THE USE OF ANY OF THE SPECIAL THIRD PARTY SERVICES, INCLUDING, WITHOUT LIMITATION, LIABILITY FOR ANY INCIDENTAL OR SIMILAR DAMAGES AS SET FORTH IN SECTION 5.02. 5.04 The Administrator may apply to defendany Fund, indemnify the Investment Manager or any Authorized Person acting on a Fund’s behalf at any time for instructions and may consult counsel for any Fund or the Investment Manager or with accountants, counsel and other experts with respect to any matter arising in connection with the Administrator’s duties hereunder, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the advice of counsel, accountants or other experts. Also, the Administrator shall not be liable for actions taken pursuant to any document which it reasonably believes to be genuine and to have been signed by an Authorized Person. The Administrator shall not be held to have notice of any change of authority of any officer, employee or agent of a Fund until receipt of written notice thereof. To the extent that the Administrator consults with Fund counsel pursuant to this provision, any such expense shall be borne by the applicable Fund, provided that such Fund has been notified in advance of such consultation and has agreed. 5.05 The Administrator shall have no liability for its reliance on Fund Data or the performance or omissions of unaffiliated third parties such as, by way of example and not limitation, transfer agents, sub-transfer agents, custodians, prime brokers, placement agents, third party marketers, asset data service providers, investment advisers (including, without limitation, the Investment Manager) or sub-advisers, current or former third party service providers, Pricing Sources, software providers, printers, postal or delivery services, prior administrators, telecommunications providers and processing and settlement services. The Administrator may rely on and shall have no duty to investigate or confirm the accuracy or adequacy of any information provided by any of the foregoing third parties. SEI – 144089v4 5.06 Except as otherwise required under applicable law, the Administrator shall have no obligations with respect to any laws relating to the purchase or sale of Interests in a Fund. Further, each Fund assumes full responsibility for the preparation, contents and distribution of its Offering Memorandum and its compliance with any applicable laws, rules, and regulations. 5.07 Each Fund shall indemnify, defend and hold harmless Companythe Administrator from and against and the Administrator shall have no liability in connection with any and all actions, its affiliates suits and Parent Corporationclaims, whether groundless or otherwise, and from and against any and all claims losses, damages, costs, charges, reasonable counsel fees and expensesdisbursements, payments, expenses and liabilities (including reasonable attorneys' feesinvestigation expenses) arising directly or indirectly out of: (i) any act or omission of the Administrator in carrying out its duties hereunder or as a result of the Administrator’s reliance upon any instructions, arising out notice or instrument that the Administrator reasonably believes is genuine and signed or presented by an Authorized Person; provided that this indemnification shall not apply to the extent any such loss, damage or expense is caused by or arises from the Administrator’s bad faith or gross negligence in the performance of the Services; (ii) any violation by any Fund or related the Investment Manager of any applicable investment policy, law or regulation, (iii) any misstatement or omission in the Offering Memorandum or any Fund Data; (iv) any breach by a Fund of any representation, warranty or agreement contained in this Agreement; (v) any act or omission of a Fund, an underlying fund, a Fund’s former administrator, a Special Third Party Vendor or a Fund’s other service providers (such as custodians, prime brokers, transfer agents, investment advisors and sub-advisers); (vi) any pricing error caused by the failure of a Fund’s Investment Manager or sub-adviser to provide a trade ticket or for incorrect information included in any way trade ticket; (vii) any side pocket or side letter arrangement between an investor in a Fund and the Fund or its sponsor; or (viii) any act or omission of the Administrator as a result of the Administrator’s compliance with applicable anti-money laundering legislation and regulations, including, but not limited to, returning an investor’s Investment or restricting the payment of redemption proceeds. 5.08 The indemnification rights afforded to Administrator hereunder shall include the right to reasonable advances of defense expenses on an as-incurred basis in the event of any pending or threatened litigation or Action with respect to which indemnification hereunder may ultimately be merited, provided that the Administrator shall inform the Fund of the identity of the counsel to be used by the Administrator and the Fund shall have the right to request that the Administrator select different counsel within thirty days following such notice. If in any case a Fund may be asked to indemnify or hold the Administrator harmless, the Administrator shall promptly advise such Fund of the pertinent facts concerning the situation in question, and the Administrator will use all reasonable care to identify and notify such Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification, but failure to do so shall not affect the rights hereunder. 5.09 A Fund shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If a Fund elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by such Fund and reasonably satisfactory to the use Administrator, whose approval shall not be unreasonably withheld. In the event that a Fund elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If a Fund does not elect to assume the defense of a suit, it will advance to the Administrator the fees and expenses of any counsel retained by the Administrator, provided that the Administrator shall inform the Fund of the Broadband Services by Customer or otherwise arising out of Customer's breach of any term identity of the counsel to be used by the Administrator and the Fund shall have the right to request that the Administrator select different counsel within thirty days following such notice. None of the parties hereto shall settle or compromise any action, suit, proceeding or claim if such settlement or compromise provides for an admission of liability on the part of the indemnified party without such indemnified party's written consent. SEI – 144089v4 5.10 The provisions of this Section 5 shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. CUSTOMER AGREES THAT ALL BROADBAND SERVICES 5.01 THE DUTIES OF THE ADMINISTRATOR SHALL BE CONFINED TO THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT, AND NO IMPLIED DUTIES ARE PROVIDED ASSUMED BY OR MAY BE ASSERTED AGAINST THE ADMINISTRATOR. EXCEPT TO THE EXTENT ARISING OUT OF THE ADMINISTRATOR’S BAD FAITH, FRAUD, GROSS NEGLIGENCE (AS DEFINED HEREIN) OR CRIMINAL MISCONDUCT WHEN PROVIDING THE SERVICES, THE ADMINISTRATOR’S AGGREGATE LIABILITY TO THE COMPANY ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT WILL BE LIMITED TO WARRANTIES MONETARY DAMAGES NOT TO EXCEED THE AMOUNT OF TITLEFEES PAID HEREUNDER DURING THE THREE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE FIRST SUCH CLAIM TO OCCUR. For the avoidance of doubt, NON INFRINGEMENT OR IMPLIED WARRANTIES the Administrator shall not be responsible for any breach in the performance of its obligations under this Agreement due to (i) the failure or delay of the Trust or either of its respective agents to perform its obligations under this Agreement or (ii) the Administrator’s reliance on Trust Data. Each party shall have the duty to mitigate its damages for which another party may become responsible. As used in this Section 5, the term “Administrator” shall include the officers, directors, employees, affiliates and agents of the Administrator as well as that entity itself. NOTWITHSTANDING ANY OTHER PROVISION OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSETHIS AGREEMENT TO THE CONTRARY, OR THAT SUCH SERVICES WILL BE ERROR FREE. COMPANY MAKES NO WARRANTY THAT THE BROADBAND SERVICES WILL BE UNINTERRUPTED, OR WILL SECURE CUSTOMER'S COMPUTER FROM THIRD PARTY UNAUTHORIZED ACCESS OR MONITORING. CUSTOMER AGREES THAT ALL USE OF THE BROADBAND SERVICES IS AT CUSTOMER'S SOLE RISK AND CUSTOMER EXPRESSLY ACKNOWLEDGES AND ACCEPTS THE BROADBAND SERVICES KNOWING THAT SUCH SERVICES ARE SUBJECT TO INTERRUPTION FROM POWER OUTAGES AND EQUIPMENT FAILURES. IN NO EVENT WILL COMPANY, ITS AFFILIATES OR PARENT CORPORATION, SHALL THE ADMINISTRATOR BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR OTHER NON-DIRECT DAMAGES OF ANY KINDKIND WHETHER SUCH LIABILITY IS PREDICATED ON CONTRACT, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THE INSTALLATION, REPAIR, REPLACEMENTSTRICT LIABILITY, OR REMOVAL ANY OTHER THEORY AND REGARDLESS OF COMPANY'S EQUIPMENT, WHETHER THE USE OR INABILITY TO USE THE BROADBAND SERVICES, OR THE USE OR INABILITY TO USE ANY THIRD PARTY SERVICES INCLUDING, BUT NOT LIMITED TO E911 SERVICE AND HOME SECURITY OR MEDICAL MONITORING SERVICE, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL SPECIAL CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT THERE COMPANY IS NEGLIGENCE ON THE PART OF COMPANY AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. 5.02 The Administrator may, from time to time, provide to the Trust services and products (“Special Third Party Services”) from external third party sources that are telecommunication carriers, Pricing Sources, data feed providers or other similar service providers (“Special Third Party Vendors”). IN The Trust acknowledges and agrees that the Special Third Party Services are confidential and proprietary trade secrets of the Special Third Party Vendors. Accordingly, the Trust shall honor requests by the Administrator and the Special Third Party Vendors to protect their proprietary rights in their data, information and property including requests that the Trust place copyright notices or other proprietary legends on printed matter, print outs, tapes, disks, film or any other medium of dissemination. The Trust further acknowledges and agrees that all Special Third Party Services are provided on an “AS IS WITH ALL FAULTS” basis solely for such Trust’s internal use, and as an aid in connection with the receipt of the Services. The Trust may use Special Third Party Services as normally required on view-only screens and hard copy statements, reports and other documents necessary to support such Trust’s investors, however the Trust shall not distribute any Special Third Party Services to other third parties. THE SPECIAL THIRD PARTY VENDORS AND THE ADMINISTRATOR MAKE NO EVENT WILL COMPANY'S LIABILITY EXCEED WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR ANY OTHER MATTER WITH RESPECT TO ANY OF THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE BROADBAND SPECIAL THIRD PARTY SERVICES. Customer agrees to defendNEITHER THE ADMINISTRATOR NOR THE SPECIAL THIRD PARTY VENDORS SHALL BE LIABLE FOR ANY DAMAGES SUFFERED BY THE COMPANY IN THE USE OF ANY OF THE SPECIAL THIRD PARTY SERVICES, indemnify INCLUDING, WITHOUT LIMITATION, LIABILITY FOR ANY INCIDENTAL, CONSEQUENTIAL OR SIMILAR DAMAGES. 5.03 The Trust shall indemnify, defend and hold harmless Companythe Administrator from and against and the Administrator shall have no liability in connection with any and all actions, its affiliates suits and Parent Corporationclaims, whether groundless or otherwise, and from and against any and all claims losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of: (i) any act or omission of the Administrator in carrying out its duties hereunder or as a result of the Administrator’s reliance upon any instructions, notice or instrument that the Administrator believes is genuine and signed or presented by an authorized Person of the Trust; provided that this indemnification shall not apply if any such loss, damage or expense is caused by or arises from the Administrator’s bad faith, fraud, Gross Negligence or criminal misconduct in the performance of the Services; (ii) any violation by the Trust or the Investment Manager of any applicable investment policy, law or regulation, (iii) any misstatement or omission in the Trust Materials or any Trust Data; (iv) any breach by the Trust of any representation, warranty or agreement contained in this Agreement; (v) any act or omission of the Trust, the Trust’s former administrator, a Special Third Party Vendor, the Trust’s other service providers (such as custodians, prime brokers, transfer agents, investment advisors and sub-advisers); (vi) any pricing error caused by the failure of the Trust’s investment adviser or sub-adviser to provide a trade ticket or for incorrect information included in any trade ticket; or (vii) any act or omission of the Administrator as a result of the Administrator’s compliance with the Regulations, including, but not limited to, returning an investor’s Investment or restricting the payment of redemption proceeds. 5.04 To the extent that the Trust receives Special Third Party Services from Interactive Data Corporation (“IDC”), it shall indemnify and hold harmless IDC and its suppliers from any and all losses, damages, liability, costs, including reasonable attorneys' attorney’s fees, resulting directly or indirectly from any claim or demand against IDC by a third party arising out of of, derived from, or related to the accuracy or completeness of any such Special Third Party Services. IDC shall not be liable for any claim or demand against the Trust by any third party. 5.05 The Administrator may apply to Trust, the Investment Manager or any Person acting on Trust’s behalf at any time for instructions and may consult counsel for Trust or the Investment Manager or with accountants, counsel and other experts with respect to any matter arising in connection with the Administrator’s duties hereunder, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the advice of counsel, accountants or other experts. Also, the Administrator shall not be liable for actions taken pursuant to any document which it reasonably believes to be genuine and to have been signed by the proper Person or Persons. The Administrator shall not be held to have notice of any change of authority of any officer, employee or agent of the Trust until receipt of written notice thereof. To the extent that the Administrator consults with the Trust’s counsel pursuant to this provision, any such expense shall be borne by the Trust. 5.06 The Administrator shall have no liability for its reliance on Trust Data or the performance or omissions of unaffiliated third parties such as, by way of example and not limitation, transfer agents, sub-transfer agents, custodians, prime brokers, placement agents, third party marketers, asset data service providers, investment advisers (including, without limitation, the Investment Manager) or sub-advisers, current or former third party service providers, Pricing Sources, software providers, printers, postal or delivery services, prior administrators, telecommunications providers and processing and settlement services. The Administrator may rely on and shall have no duty to investigate or confirm the accuracy or adequacy of any information provided by any of the foregoing third parties. 5.07 The Administrator shall have no obligations with respect to any laws relating to the distribution, purchase or sale of Shares. Further, the Trust assumes full responsibility for the preparation, contents and distribution of its Trust Materials and its compliance with any applicable laws, rules, and regulations. 5.08 The indemnification rights afforded to Administrator hereunder shall include the right to reasonable advances of defense expenses on an as-incurred basis in the event of any pending or threatened litigation or Action with respect to which indemnification hereunder may ultimately be merited. If in any way case the Trust is asked to indemnify or hold the Administrator harmless, the Administrator shall promptly advise the Trust of the pertinent facts concerning the situation in question, and the Administrator will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification, but failure to do so shall not affect the rights hereunder. 5.09 The Trust shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the use Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust does not elect to assume the defense of a suit, it will advance to the Administrator the fees and expenses of any counsel retained by the Administrator. None of the Broadband Services by Customer parties hereto shall settle or otherwise arising out compromise any action, suit, proceeding or claim if such settlement or compromise provides for an admission of Customer's breach of any term liability on the part of the indemnified party without such indemnified party’s written consent. 5.10 THE COMPANY AND THE ADMINISTRATOR HAVE FREELY AND OPENLY NEGOTIATED THIS AGREEMENT, INCLUDING THE PRICING, WITH THE KNOWLEDGE THAT THE LIABILITY OF THE PARTIES IS TO BE LIMITED IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT. 5.11 The provisions of this Section 5 shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. CUSTOMER AGREES We are not liable for anything that happens to you that somehow may be connected to your use of the Service. If you use the Service in a way that causes us to be included in litigation, you agree to pay all legal fees and costs for Released Parties. YOU EXPRESSLY UNDERSTAND AND AGREE THAT ALL BROADBAND THE RELEASED PARTIES SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER TANGIBLE OR INTANGIBLE LOSSES (EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE, INCLUDING DELAYS, DELIVERY FAILURES OR OTHER DAMAGE RELATING TO LIMITATIONS, DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES ARE PROVIDED BY COMPANY ON AN "RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH, FROM, OR AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES A RESULT OF THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY KINDUSER OR THIRD PARTY ON THE SERVICE; (v) YOUR RELIANCE ON CONTENT MADE AVAILABLE BY US; OR (vi) ANY OTHER MATTER RELATING TO THE SERVICE. VIA AND/OR ITS LICENSORS WILL NOT BE LIABLE FOR ANY LOSS, EITHER EXPRESS DAMAGE, OR IMPLIEDINJURY WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLELOSS, NON INFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSEDAMAGE, OR THAT SUCH SERVICES WILL BE ERROR FREE. COMPANY MAKES NO WARRANTY THAT THE BROADBAND SERVICES WILL BE UNINTERRUPTEDINJURY ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICE, INCLUDING BUT NOT LIMITED ANY LOSS, DAMAGE, OR INJURY RESULTING FROM ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY SERVICE PROVIDER. VIA MAY INTRODUCE YOU TO THIRD-PARTY TRANSPORTATION PROVIDERS TO PROVIDE YOU TRANSPORTATION, BUT VIA DOES NOT ASSESS THE SUITABILITY, LEGALITY, OR ABILITY OF ANY THIRD- PARTY TRANSPORTATION PROVIDER AND YOU EXPRESSLY WAIVE AND RELEASE THE COMPANY FROM ANY AND ALL LIABILITY, CLAIMS, OR DAMAGES ARISING FROM OR IN ANY WAY RELATED TO THE THIRD- PARTY TRANSPORTATION PROVIDER. YOU ACKNOWLEDGE THAT VIA DOES NOT MONITOR ANY THIRD- PARTY TRANSPORTATION PROVIDER’S ON-GOING COMPLIANCE WITH ANY AND ALL LICENSING AND/OR PERMITTING RULES AND REGULATIONS, AND VIA WILL SECURE CUSTOMER'S COMPUTER NOT BE RESPONSIBLE FOR ANY LIABILITY, CLAIMS, OR DAMAGES ARISING FROM OR IN ANY WAY RELATED TO A THIRD-PARTY TRANSPORTATION PROVIDER’S FAILURE TO MAINTAIN A CURRENT LICENSE AND/OR PERMIT. VIA WILL NOT BE A PARTY TO DISPUTES OR NEGOTIATIONS OF DISPUTES BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS. RESPONSIBILITY FOR THE DECISIONS YOU MAKE REGARDING XXX’S SERVICES RESTS SOLELY WITH YOU. VIA WILL NOT ASSESS THE SUITABILITY, LEGALITY, OR ABILITY OF ANY SUCH THIRD PARTY UNAUTHORIZED ACCESS PARTIES AND YOU EXPRESSLY WAIVE AND RELEASE THE COMPANY FROM ANY AND ALL LIABILITY, CLAIMS, CAUSES OF ACTION, OR MONITORING. CUSTOMER AGREES THAT ALL DAMAGES ARISING FROM YOUR USE OF THE BROADBAND SERVICE, OR IN ANY WAY RELATED TO THE THIRD PARTIES INTRODUCED TO YOU BY THE SERVICE. THE QUALITY OF THE TRANSPORTATION SERVICES SCHEDULED THROUGH THE SERVICE IS ENTIRELY THE RESPONSIBILITY OF THE THIRD-PARTY PROVIDER WHO ULTIMATELY PROVIDES SUCH TRANSPORTATION SERVICES TO YOU. YOU UNDERSTAND THAT BY USING THE SERVICE, YOU MAY BE EXPOSED TO CONTENT THAT IS POTENTIALLY DANGEROUS, OFFENSIVE, HARMFUL TO MINORS, UNSAFE, OR OTHERWISE OBJECTIONABLE AND THAT YOU USE THE SERVICE AT CUSTOMER'S SOLE RISK AND CUSTOMER EXPRESSLY ACKNOWLEDGES AND ACCEPTS YOUR OWN RISK. SOME JURISDICTIONS DO NOT ALLOW THE BROADBAND SERVICES KNOWING THAT SUCH SERVICES ARE SUBJECT EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS IN THIS PARAGRAPH MAY NOT APPLY TO INTERRUPTION FROM POWER OUTAGES AND EQUIPMENT FAILURESYOU. IN NO EVENT WILL COMPANYTO THE FULLEST EXTENT POSSIBLE BY LAW, ITS AFFILIATES OR PARENT CORPORATION, BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, THE RELEASED PARTIES’ MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE INSTALLATIONSERVICE OR YOUR USE OF COMPANY CONTENT, REPAIRREGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, REPLACEMENTTORT, BREACH OF WARRANTY, OR REMOVAL OF COMPANY'S EQUIPMENTOTHERWISE), THE USE OR INABILITY TO USE THE BROADBAND SERVICES, OR THE USE OR INABILITY TO USE ANY THIRD PARTY SERVICES INCLUDING, BUT WILL NOT LIMITED TO E911 SERVICE AND HOME SECURITY OR MEDICAL MONITORING SERVICE, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL SPECIAL CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT THERE IS NEGLIGENCE ON THE PART OF COMPANY AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGESEXCEED $100. IN NO EVENT WILL COMPANY'S LIABILITY EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE BROADBAND SERVICES. Customer agrees You agree to defend, indemnify indemnify, and hold harmless Company, its affiliates and Parent Corporation, the Released Parties from and against any and all claims and expensesclaims, actions, or demands, including without limitation reasonable attorneys' legal and accounting fees, arising out alleging or resulting from (i) your use of or related in reliance on any way to the Third-Party Content, (ii) your use of or reliance on any Via Content, (iii) your violation of any rights of any third party, including transportation service providers booked through the Broadband Services by Customer Service; or otherwise arising out of Customer's (iv) your breach of these Terms. We shall provide notice to you promptly of any term of the Agreementsuch claim, suit, or proceeding.

Limitation of Liability and Indemnification. CUSTOMER AGREES EXCEPT IN THE CASE OF DEATH OR PERSONAL INJURY ONLY WITH RESPECT TO ANY SAA, AA OR SU IN THE STATE OF COLORADO, YOU EXPRESSLY UNDERSTAND AND AGREE THAT ALL BROADBAND SERVICES ARE PROVIDED BY COMPANY ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF THE RELEASED PARTIES WILL NOT BE LIABLE TO YOU FOR ANY KINDINDIRECT, EITHER EXPRESS INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR IMPLIEDEXEMPLARY DAMAGES, INCLUDING INCLUDING, BUT NOT LIMITED TO WARRANTIES TO, COSTS OF TITLEPROCURING SUBSTITUTE PRODUCTS, NON INFRINGEMENT DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT SUCH SERVICES WILL BE ERROR FREE. COMPANY MAKES NO WARRANTY THAT THE BROADBAND SERVICES WILL BE UNINTERRUPTED, OR WILL SECURE CUSTOMER'S COMPUTER FROM THIRD PARTY UNAUTHORIZED ACCESS OR MONITORING. CUSTOMER AGREES THAT ALL USE OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE BROADBAND POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) YOUR USE OR INABILITY TO USE ANY OF THE SERVICES IS AT CUSTOMER'S SOLE RISK AND CUSTOMER EXPRESSLY ACKNOWLEDGES AND ACCEPTS OR THE BROADBAND WEBSITE; (ii) YOUR RELIANCE ON CONTENT MADE AVAILABLE THROUGH THE SERVICES KNOWING THAT SUCH OR THE WEBSITE; OR (iii) ANY OTHER MATTER RELATING TO THE SERVICES ARE SUBJECT OR THE WEBSITE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN DAMAGES INCLUDING INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS IN THIS PARAGRAPH MAY NOT APPLY TO INTERRUPTION FROM POWER OUTAGES AND EQUIPMENT FAILURESYOU. IN NO EVENT WILL COMPANYTO THE FULLEST EXTENT PERMISSABLE BY LAW, ITS AFFILIATES OR PARENT CORPORATION, BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, THE RELEASED PARTIES’ MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE INSTALLATIONSERVICES OR YOUR USE OF OUR CONTENT OR THE WEBSITE, REPAIRREGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, REPLACEMENTTORT, BREACH OF WARRANTY, OR REMOVAL OF COMPANY'S EQUIPMENTOTHERWISE), THE USE OR INABILITY TO USE THE BROADBAND SERVICESWILL NOT EXCEED $100. Except for any user who is an Organization affiliated with, OR THE USE OR INABILITY TO USE ANY THIRD PARTY SERVICES INCLUDINGor who is employed by, BUT NOT LIMITED TO E911 SERVICE AND HOME SECURITY OR MEDICAL MONITORING SERVICEthe State of Colorado or a municipality therein, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL SPECIAL CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT THERE IS NEGLIGENCE ON THE PART OF COMPANY AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. IN NO EVENT WILL COMPANY'S LIABILITY EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE BROADBAND SERVICES. Customer agrees you agree to defend, indemnify indemnify, and hold harmless Company, its affiliates and Parent Corporation, the Released Parties from and against any claims, actions, or demands, including, without limitation, reasonable legal and all claims accounting fees and expenses, including reasonable attorneys' fees, arising out alleging or resulting from (i) your use of or related in reliance on any way Services, the Websites or any Content or (ii) your violation of this EUA. We will provide notice to the use of the Broadband Services by Customer or otherwise arising out of Customer's breach you promptly of any term such claim, suit, or proceeding of the Agreementwhich we become aware.

Limitation of Liability and Indemnification. CUSTOMER AGREES THAT ALL BROADBAND SERVICES ARE PROVIDED BY COMPANY ON AN "AS IS" AND "AS AVAILABLE" BASIS 19.1 BOMBARDIER SHALL HAVE NO OBLIGATION OR LIABILITY (AT LAW OR IN EQUITY), WHETHER ARISING IN CONTRACT (INCLUDING WITHOUT WARRANTIES LIMITATION, WARRANTY), IN TORT Schedules to MPA 497 Initials: Mesa Air Group 42 Buyer_____ Bombardier_____ 43 (INCLUDING THE ACTIVE, PASSIVE OR IMPUTED NEGLIGENCE OR STRICT PRODUCTS LIABILITY OF BOMBARDIER OR ITS AFFILIATES), OR OTHERWISE, FOR LOSS OF USE, REVENUE OR PROFIT OR FOR ANY OTHER INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KINDKIND OR WHATSOEVER. 19.2 [***] ANNEX B HERETO EXCLUSIVELY SETS FORTH BOMBARDIER'S POST DELIVERY OBLIGATIONS WITH RESPECT TO ANY NON-CONFORMANCE OF THE AIRCRAFT WITH THE SPECIFICATION OR ANY DEFECT IN THE AIRCRAFT. [***] THERE ARE NO UNDERSTANDINGS, EITHER REPRESENTATIONS, CONDITIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED BETWEEN THE PARTIES WITH RESPECT TO WARRANTIES ANY NON-CONFORMANCE OF TITLETHE AIRCRAFT WITH THE SPECIFICATION OR ANY DEFECT IN THE AIRCRAFT OR ANY DEFECT IN ANY OTHER THING DELIVERED UNDER THIS AGREEMENT. 19.3 THE WARRANTY AND SERVICE LIFE POLICY PROVIDED IN ANNEX B TO THIS AGREEMENT AND THE OBLIGATIONS AND LIABILITIES OF BOMBARDIER UNDER THE AFORESAID WARRANTY AND SERVICE LIFE POLICY ARE ACCEPTED BY BUYER TO BE EXCLUSIVE AND IN LIEU OF, NON INFRINGEMENT AND BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL OTHER REMEDIES, WARRANTIES, GUARANTEES, OBLIGATIONS, REPRESENTATIONS OR LIABILITIES, EXPRESS OR IMPLIED, OF BOMBARDIER AND ITS AFFILIATES WITH RESPECT TO DEFECTS IN EACH AIRCRAFT OR PART THEREOF, PRODUCT, DOCUMENT OR SERVICE DELIVERED OR PROVIDED UNDER THIS AGREEMENT, ARISING IN FACT, IN LAW, IN CONTRACT, IN TORT, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, A. ANY IMPLIED WARRANTIES WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSEOR ANY IMPLIED CONDITION; B. ANY IMPLIED WARRANTY OR CONDITION ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR THAT SUCH SERVICES WILL BE ERROR FREE. COMPANY MAKES NO WARRANTY THAT USAGE OF TRADE; C. ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE BROADBAND SERVICES WILL BE UNINTERRUPTEDACTIVE, PASSIVE OR WILL SECURE CUSTOMER'S COMPUTER FROM THIRD PARTY UNAUTHORIZED ACCESS IMPUTED NEGLIGENCE OF BOMBARDIER OR MONITORING. CUSTOMER AGREES THAT ALL Schedules to MPA 497 Initials: Mesa Air Group 43 Buyer_____ Bombardier_____ 44 ITS AFFILIATES, BY REASON OF THE DESIGN, MANUFACTURE, SALE, REPAIR, LEASE OR USE OF THE BROADBAND AIRCRAFT OR PRODUCT AND SERVICES IS AT CUSTOMER'S SOLE RISK DELIVERED UNDER THIS AGREEMENT; AND D. ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OF OR DAMAGE TO ANY AIRCRAFT, ANY BOMBARDIER PARTS, ANY POWER PLANT PARTS, ANY VENDOR PARTS, ANY SPARE PARTS OR ANY TECHNICAL DATA. 19.4 BUYER HEREBY RELEASES AND CUSTOMER EXPRESSLY ACKNOWLEDGES AGREES TO DEFEND, INDEMNIFY AND ACCEPTS THE BROADBAND SERVICES KNOWING THAT SUCH SERVICES ARE SUBJECT TO INTERRUPTION FROM POWER OUTAGES AND EQUIPMENT FAILURES. IN NO EVENT WILL COMPANYHOLD HARMLESS BOMBARDIER, ITS AFFILIATES SUBSIDIARIES, AFFILIATES, SUBCONTRACTORS AND LESSORS, AND THEIR RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS AND AGENTS, AND EACH OF THEM, FROM AND AGAINST ALL LIABILITIES, CLAIMS, DAMAGES, LOSSES, COSTS AND EXPENSES FOR LOSS OF OR PARENT CORPORATIONDAMAGE TO PROPERTY INCLUDING ANY AIRCRAFT, BE LIABLE FOR DAMAGES AND LOSS OF USE THEREOF, OR INJURIES TO OR DEATH OF ANY KINDAND ALL PERSONS (INCLUDING BUYER'S DIRECTORS, UNDER OFFICERS, AGENTS AND EMPLOYEES BUT EXCLUDING BOMBARDIER'S OR ANY LEGAL THEORY, ARISING OF BOMBARDIER'S AFFILIATES' INDIRECTLY OUT OF OR IN CONNECTION WITH ANY AIRCRAFT OR PART THEREOF, PRODUCT, DOCUMENT OR SERVICE DELIVERED OR PROVIDED UNDER THIS AGREEMENT WHETHER OR NOT CAUSED BY THE INSTALLATIONACTIVE, REPAIRPASSIVE OR IMPUTED NEGLIGENCE OR STRICT PRODUCTS LIABILITY OF BOMBARDIER, REPLACEMENTITS SUBSIDIARIES, OR REMOVAL OF COMPANY'S EQUIPMENTAFFILIATES, THE USE OR INABILITY TO USE THE BROADBAND SERVICESSUBCONTRACTORS AND LESSORS, OR THE USE OR INABILITY TO USE ANY THIRD PARTY SERVICES INCLUDINGEMPLOYEES, BUT NOT LIMITED TO E911 SERVICE DIRECTORS, OFFICERS AND HOME SECURITY OR MEDICAL MONITORING SERVICE, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL SPECIAL CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT THERE IS NEGLIGENCE ON THE PART OF COMPANY AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY AGENTS OF ANY SUCH DAMAGESOF THEM. IN NO EVENT WILL COMPANY'S LIABILITY EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE BROADBAND SERVICES. Customer agrees [***] Schedules to defend, indemnify and hold harmless Company, its affiliates and Parent Corporation, from and against any and all claims and expenses, including reasonable attorneys' fees, arising out of or related in any way to the use of the Broadband Services by Customer or otherwise arising out of Customer's breach of any term of the AgreementMPA 497 Initials: Mesa Air Group 44 Buyer_____ Bombardier_____ 45

Limitation of Liability and Indemnification. CUSTOMER AGREES We are not liable for anything that happens to you involving the Service. If you use the Service in a way that causes us to be included in litigation, you agree to pay all legal fees and costs for Released Parties. YOU EXPRESSLY UNDERSTAND AND AGREE THAT ALL BROADBAND SERVICES ARE PROVIDED BY COMPANY ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF THE RELEASED PARTIES SHALL NOT BE LIABLE TO YOU FOR ANY KINDDIRECT, EITHER EXPRESS INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR IMPLIEDEXEMPLARY DAMAGES, INCLUDING INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF RELEASED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE USE OR THE INABILITY TO WARRANTIES USE THE SERVICE OR ANY PRODUCTS OR SERVICES MADE AVAILABLE ON OR THROUGH THE SERVICE; (II) THE COST OF TITLEPROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, NON INFRINGEMENT DATA, INFORMATION OR IMPLIED WARRANTIES OF MERCHANTABILITY SERVICES OBTAINED OR FITNESS FOR A PARTICULAR PURPOSEMESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH, FROM, OR THAT SUCH SERVICES WILL BE ERROR FREE. COMPANY MAKES NO WARRANTY THAT AS A RESULT OF THE BROADBAND SERVICES WILL BE UNINTERRUPTEDSERVICE; (III) UNAUTHORIZED ACCESS TO, CORRUPTION OF, INTERFERENCE WITH, OR WILL SECURE CUSTOMER'S COMPUTER FROM ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY USER OR THIRD PARTY UNAUTHORIZED ACCESS ON THE SERVICE; (V) YOUR RELIANCE ON CONTENT MADE AVAILABLE BY US; OR MONITORING(VI) ANY OTHER MATTER RELATING TO THE SERVICE. CUSTOMER AGREES THAT ALL USE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE BROADBAND SERVICES IS AT CUSTOMER'S SOLE RISK AND CUSTOMER EXPRESSLY ACKNOWLEDGES AND ACCEPTS ABOVE LIMITATIONS IN THIS PARAGRAPH MAY NOT APPLY TO YOU. TO THE BROADBAND SERVICES KNOWING THAT SUCH SERVICES ARE SUBJECT TO INTERRUPTION FROM POWER OUTAGES AND EQUIPMENT FAILURES. IN NO EVENT WILL COMPANYFULLEST EXTENT POSSIBLE BY LAW, ITS AFFILIATES OR PARENT CORPORATION, BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, THE RELEASED PARTIES’ COLLECTIVE MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE INSTALLATIONSERVICE OR YOUR USE OF ICON CONTENT, REPAIRREGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, REPLACEMENTTORT, BREACH OF WARRANTY, OR REMOVAL OF COMPANY'S EQUIPMENTOTHERWISE), THE USE OR INABILITY TO USE THE BROADBAND SERVICES, OR THE USE OR INABILITY TO USE ANY THIRD PARTY SERVICES INCLUDING, BUT WILL NOT LIMITED TO E911 SERVICE AND HOME SECURITY OR MEDICAL MONITORING SERVICE, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL SPECIAL CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT THERE IS NEGLIGENCE ON THE PART OF COMPANY AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGESEXCEED $100. IN NO EVENT WILL COMPANY'S LIABILITY EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE BROADBAND SERVICES. Customer agrees You agree to defend, indemnify indemnify, and hold harmless Company, its affiliates and Parent Corporation, the Released Parties from and against any and all claims and expensesclaims, actions, or demands, including without limitation reasonable attorneys' legal and accounting fees, arising out alleging or resulting from (i) your use of or related in reliance on any way to the third-party content, (ii) your use of the Broadband Services by Customer or otherwise arising out of Customer's reliance on any ICON Content, or (iii) your breach of these Terms. We shall provide notice to you promptly of any term of the Agreementsuch claim, suit, or proceeding.

Limitation of Liability and Indemnification. Without limitation on any similar provisions set forth in the terms and conditions for each of the Services, Customer agrees: (a) THAT BANK SHALL NOT BE RESPONSIBLE OR LIABLE TO CUSTOMER OR TO ANY OTHER PARTY FOR CONSEQUENTIAL, INDIRECT, SPECIAL EXEMPLARY, PUNITIVE OR INCIDENTAL DAMAGES ARISING OUT OF THE USE BY CUSTOMER OF ANY SERVICE EVEN IF CUSTOMER, BANK OR BANK’S SERVICE PROVIDER HAVE BEEN SPECIFICALLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (b) TO THE FULLEST EXTENT ALLOWED BY LAW, BANK’S LIABILITY TO CUSTOMER UNDER THIS BOOKLET SHALL BE LIMITED TO CORRECTING ERRORS RESULTING FROM BANK’S FAILURE TO EXERCISE ORDINARY CARE OR TO ACT IN GOOD FAITH. (c) CUSTOMER ACKNOWLEDGES AND AGREES THAT ALL BROADBAND CUSTOMER’S USE OF THE SERVICES SHALL BE AT CUSTOMER’S SOLE RISK AND THAT THE SERVICES ARE PROVIDED BY COMPANY BANK ON AN "“AS IS" ” BASIS. (d) EXCEPT AS EXPRESSLY SET FORTH IN THIS BOOKLET, BANK MAKES NO, AND "HEREBY DISCLAIMS ANY AND ALL, REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, IN LAW OR IN FACT, WHATSOEVER TO CUSTOMER OR TO ANY OTHER PERSON AS AVAILABLE" BASIS TO THE SERVICES OR ANY ASPECT THEREOF, INCLUDING (WITHOUT WARRANTIES LIMITATION) ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, OR SUITABILITY. CUSTOMER AGREES THAT NO ORAL OR WRITTEN ADVICE OR REPRESENTATION OBTAINED FROM ANY KINDBANK EMPLOYEE OR REPRESENTATIVE SHALL CREATE A WARRANTY OR REPRESENTATION FOR PURPOSES OF THIS BOOKLET OR ANY SERVICES TO BE PERFORMED PURSUANT HERETO. (e) BANK MAKES NO REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, TO CUSTOMER AS TO ANY COMPUTER HARDWARE, SOFTWARE, OR EQUIPMENT USED IN CONNECTION WITH THE SERVICES (INCLUDING, WITHOUT LIMITATION, CUSTOMER’S COMPUTER SYSTEMS, MOBILE DEVICES, OR RELATED EQUIPMENT, CUSTOMER’S SOFTWARE, OR CUSTOMER’S INTERNET SERVICE PROVIDER OR ITS EQUIPMENT), OR CUSTOMER’S MOBILE DATA OR AS TO THE SUITABILITY OR COMPATIBILITY OF BANK’S SOFTWARE, INTERNET DELIVERED SERVICE, EQUIPMENT OR COMMUNICATION INTERFACES WITH THOSE THAT CUSTOMER USES, OR AS TO WHETHER ANY SOFTWARE OR INTERNET DELIVERED SERVICE WILL PERFORM IN AN UNINTERRUPTED MANNER, INCLUDING (BUT NOT LIMITED TO WARRANTIES OF TITLE, NON INFRINGEMENT OR IMPLIED WARRANTIES TO) ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. (f) BANK SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY ERRORS OR FAILURES RESULTING FROM DEFECTS IN OR MALFUNCTIONS OF CUSTOMER’S COMPUTER HARDWARE OR SOFTWARE, FOR THE QUALITY OF PERFORMANCE OR LACK OF PERFORMANCE OF ANY COMPUTER SOFTWARE OR HARDWARE OR INTERNET DELIVERED SERVICES SUPPLIED BY BANK TO CUSTOMER IN CONNECTION WITH THIS BOOKLET, OR THAT SUCH SERVICES FOR THE TRANSMISSION OR FAILURE OF TRANSMISSION OF ANY INFORMATION FROM CUSTOMER TO BANK OR FROM BANK TO CUSTOMER. BANK SHALL NOT BE RESPONSIBLE FOR NOTIFYING CUSTOMER OF THE NEED FOR ANY UPGRADES OR ENHANCEMENTS TO ANY OF CUSTOMER’S COMPUTER HARDWARE OR SOFTWARE. (g) WITHOUT LIMITATION ON THE FOREGOING, CUSTOMER AND NOT BANK WILL BE ERROR FREE. COMPANY MAKES NO WARRANTY THAT THE BROADBAND SERVICES WILL BE UNINTERRUPTEDRESPONSIBLE FOR ALL CLAIMS OF ANY SORT BY THIRD PARTIES OR OTHERS ARISING OUT OF THIS BOOKLET, INCLUDING ALL LOSSES AND EXPENSES INCURRED BY BANK ARISING OUT OF CUSTOMER’S FAILURE TO REPORT REQUIRED CHANGES, TRANSMISSION OF INCORRECT DATA TO BANK, OR WILL SECURE FAILURE TO MAINTAIN COMPLIANCE WITH THE LAWS, REGULATIONS AND RULES. WITHOUT LIMITING OR SUPERSEDING ANY LIMITATION OF LIABILITY PROVISIONS IN THE TERMS AND CONDITIONS GOVERNING EACH SERVICE, AND EXCEPT FOR THOSE LOSSES CAUSED DIRECTLY BY BANK’S GROSS FAILURE TO EXERCISE ORDINARY CARE OR TO ACT IN GOOD FAITH, CUSTOMER AND NOT BANK, SHALL BE RESPONSIBLE FOR ANY AND ALL LOSSES, COSTS, SUITS, DAMAGES, CLAIMS, LIABILITIES AND EXPENSES ARISING FROM OR RELATED IN ANY WAY TO (I) ANY SERVICES PERFORMED IN CONNECTION WITH THIS BOOKLET, (II) BANK’S ACTION OR INACTION IN ACCORDANCE WITH OR RELIANCE UPON ANY INSTRUCTIONS OR INFORMATION TRANSMITTED VIA ANY SECURITY DEVICE OR RECEIVED FROM ANY PERSON REASONABLY BELIEVED BY BANK TO BE AN AUTHORIZED REPRESENTATIVE OF CUSTOMER OR AUTHORIZED USER, (III) CUSTOMER’S BREACH OF ANY OF CUSTOMER’S COVENANTS, AGREEMENTS, RESPONSIBILITIES, REPRESENTATIONS OR WARRANTIES UNDER THIS BOOKLET, AND/OR (IV) CUSTOMER’S BREACH OF APPLICABLE LAWS, RULES OR REGULATIONS. (h) IN THE PERFORMANCE OF THE SERVICES, BANK SHALL BE ENTITLED TO RELY SOLELY ON THE INFORMATION PROVIDED BY CUSTOMER, IRRESPECTIVE OF THE ACCURACY OR COMPLETENESS THEREOF, AND MAY RELY ON THE TERMS AND CONDITIONS OF THIS BOOKLET. BANK SHALL NOT BE RESPONSIBLE FOR PERFORMING ANY SERVICE NOT EXPRESSLY CONTRACTED FOR IN WRITTEN AGREEMENT WITH BANK. (i) BANK SHALL NOT BE RESPONSIBLE FOR THE ACTS AND OMISSIONS OF TRANSFEREE INSTITUTIONS AND THEIR PERSONNEL WHO ARE NOT AGENTS OF BANK. BANK SHALL NOT BE RESPONSIBLE FOR CUSTOMER'S ACTS OR OMISSIONS (INCLUDING, WITHOUT LIMITATION, THE AMOUNT, ACCURACY, TIMELINESS OF TRANSMITTAL OR AUTHORIZATION OF ANY ENTRY RECEIVED FROM CUSTOMER) OR THOSE OF ANY OTHER PERSON AND NO SUCH PERSON SHALL BE DEEMED BANK'S AGENT. (j) CUSTOMER HEREBY RELEASES BANK FROM ANY AND ALL CLAIMS OR DAMAGES RESULTING FROM, OR RELATED TO, ANY COMPUTER FROM THIRD PARTY VIRUS, UNAUTHORIZED ACCESS INTRUSION OR MONITORING. RELATED PROBLEMS THAT MAY BE ASSOCIATED WITH USING ELECTRONIC MAIL, THE INTERNET OR THE CUSTOMER EQUIPMENT. (k) CUSTOMER AGREES THAT ALL USE TO DEFEND, INDEMNIFY AND HOLD HARMLESS BANK, AND ITS OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES FROM AND AGAINST ANY ACTIONS, CAUSES OF THE BROADBAND SERVICES IS AT CUSTOMER'S SOLE RISK ACTIONS, CLAIMS, DAMAGES, LOSSES, LIABILITIES OR EXPENSES (INCLUDING ATTORNEY’S FEES AND CUSTOMER EXPRESSLY ACKNOWLEDGES AND ACCEPTS THE BROADBAND SERVICES KNOWING THAT SUCH SERVICES ARE SUBJECT TO INTERRUPTION COSTS) RESULTING FROM POWER OUTAGES AND EQUIPMENT FAILURES. IN NO EVENT WILL COMPANY, ITS AFFILIATES OR PARENT CORPORATION, BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION RELATED TO, WITHOUT LIMITATION (A) THE ACTS OR OMISSIONS OF CUSTOMER OR ITS EMPLOYEES OR AGENTS INCLUDING NEGLIGENCE, WILLFUL MISCONDUCT OR BREACH OF ANY WARRANTY OR FAILURE TO COMPLY WITH THIS BOOKLET; (B) ANY MISUSE OF THE INSTALLATION, REPAIR, REPLACEMENTSERVICES BY CUSTOMER, OR REMOVAL ITS EMPLOYEES OR AGENTS; (C) THE FAILURE OF COMPANYCUSTOMER OR ITS AGENTS OR EMPLOYEES TO COMPLY WITH APPLICABLE STATE AND FEDERAL LAWS AND REGULATIONS; (D) ACTIONS BY THIRD PARTIES, SUCH AS AN INTRODUCTION OF A VIRUS, THAT DELAY, ALTER, ASSUME CONTROL OVER OR CORRUPT THE TRANSMISSION OF INFORMATION TO BANK; AND (E) CUSTOMER’S BREACH OF ANY OF CUSTOMER’S OBLIGATIONS OR WARRANTIES UNDER THIS BOOKLET OR ANY OTHER AGREEMENT BETWEEN CUSTOMER AND BANK. (l) IN THE EVENT OF ANY LOSS SUSTAINED BY CUSTOMER WHICH IS NOT OTHERWISE EXCLUDED FROM LIABILITY AND ARISES OUT OF ANY MISDIRECTED OR UNAUTHORIZED PAYMENTS OR TRANSFERS RESULTING FROM EITHER GROSS NEGLIGENCE OR WILLFUL MISCONDUCT BY BANK, BANK’S LIABILITY SHALL BE LIMITED TO THE RETURN OF THE IMPROPERLY REMOVED OR TRANSFERRED FUNDS TO THE DESIGNATED ACCOUNT FROM WHICH THEY WERE REMOVED TOGETHER WITH INTEREST THEREON IN AN AMOUNT EQUAL TO THE INTEREST WHICH COULD OTHERWISE HAVE BEEN EARNED ON THE FUNDS MADE UNAVAILABLE TO CUSTOMER COMPUTED ON A DAILY BASIS AT THE FEDERAL FUNDS RATE IN EFFECT AT THE FEDERAL RESERVE BANK FOR THE PERIOD INVOLVED, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY OF LIABILITY WHICH CUSTOMER MAY ASSERT, INCLUDING, WITHOUT LIMITATION, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM BANK’S ACTS OR OMISSIONS PURSUANT TO THIS BOOKLET. (m) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING PROVISIONS, BANK SHALL BE EXCUSED FROM FAILING TO ACT OR DELAY IN ACTING IF SUCH FAILURE OR DELAY IS CAUSED BY LEGAL CONSTRAINT, INTERRUPTION OF TRANSMISSION OR COMMUNICATION FACILITIES, EQUIPMENT FAILURE, WAR, EMERGENCY CONDITIONS OR OTHER CIRCUMSTANCES BEYOND BANK'S EQUIPMENTCONTROL. IN ADDITION, BANK SHALL BE EXCUSED FROM FAILING TO TRANSMIT OR DELAY IN TRANSMITTING A TRANSACTION IF SUCH TRANSMITTAL WOULD RESULT IN BANK’S HAVING EXCEEDED ANY LIMITATION UPON ITS INTRA-DAY NET FUNDS POSITION ESTABLISHED PURSUANT TO PRESENT OR FUTURE FEDERAL RESERVE GUIDELINES OR IN BANK'S REASONABLE JUDGMENT OTHERWISE WOULD VIOLATE ANY PROVISION OF ANY PRESENT OR FUTURE RISK CONTROL PROGRAM OF THE USE FEDERAL RESERVE OR INABILITY ANY RULE OR REGULATION OF ANY OTHER U.S. GOVERNMENTAL REGULATORY AUTHORITY. (n) THE SERVICES SHOULD NOT BE USED TO USE THE BROADBAND SERVICESTRANSMIT INSURANCE PAYMENTS, PAY TAXES, OR MAKE OTHER PAYMENTS TO GOVERNMENTAL AGENCIES OR PAY COURT-DIRECTED ALIMONY OR SUPPORT. BANK ALSO RESERVES THE USE RIGHT TO REFUSE TO INITIATE ANY PAYMENT OR INABILITY TRANSFER REQUEST RELATED TO USE ANY THIRD PARTY SERVICES INCLUDING, BUT NOT LIMITED TO E911 SERVICE AND HOME SECURITY GAMBLING OR MEDICAL MONITORING SERVICE, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL SPECIAL CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT THERE IS NEGLIGENCE ON THE PART OF COMPANY AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. IN NO EVENT WILL COMPANY'S LIABILITY EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE BROADBAND SERVICES. Customer agrees to defend, indemnify and hold harmless Company, its affiliates and Parent Corporation, from and against any and all claims and expenses, including reasonable attorneys' fees, arising out of or related in any way to the use of the Broadband Services by Customer or otherwise arising out of Customer's breach of any term of the AgreementILLEGAL TRANSACTION.

Limitation of Liability and Indemnification. CUSTOMER AGREES THAT ALL BROADBAND SERVICES ARE PROVIDED BY COMPANY ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT (a) SELLER SHALL NOT LIMITED BE LIABLE TO WARRANTIES OF TITLE, NON INFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT SUCH SERVICES WILL BE ERROR FREE. COMPANY MAKES NO WARRANTY THAT THE BROADBAND SERVICES WILL BE UNINTERRUPTED, OR WILL SECURE CUSTOMER'S COMPUTER FROM THIRD PARTY UNAUTHORIZED ACCESS OR MONITORING. CUSTOMER AGREES THAT ALL USE OF THE BROADBAND SERVICES IS AT CUSTOMER'S SOLE RISK AND CUSTOMER EXPRESSLY ACKNOWLEDGES AND ACCEPTS THE BROADBAND SERVICES KNOWING THAT SUCH SERVICES ARE SUBJECT TO INTERRUPTION FROM POWER OUTAGES AND EQUIPMENT FAILURES. IN NO EVENT WILL COMPANYBUYER, ITS AFFILIATES OR PARENT CORPORATIONANY THIRD PARTY (A) FOR ANY PUNITIVE, BE LIABLE EXEMPLARY OR OTHER SPECIAL DAMAGES ARISING UNDER OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, AND/OR (B) FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, INCOME, PROFITS OR ANTICIPATED REVENUES, PROFITS, BUSINESS OR BUSINESS OPPORTUNITY, SAVINGS, DATA, OR AGREEMENT REPUTATION RELATING TO THE SAME) ARISING FROM ANY KINDCLAIM UNDER OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSITION SERVICES PROVIDED HEREUNDER, UNDER ANY LEGAL THEORYWHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, WHETHER OR NOT SELLER HAS BEEN ADVISED OF, OR MIGHT OTHERWISE HAVE ANTICIPATED, THE POSSIBILITY OF SUCH LOSSES OR DAMAGES. (b) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF SELLER ARISING OUT OF OR IN CONNECTION WITH THE INSTALLATION, REPAIR, REPLACEMENT, RELATING TO THIS AGREEMENT OR REMOVAL OF COMPANY'S EQUIPMENT, THE USE OR INABILITY TO USE THE BROADBAND SERVICES, OR THE USE OR INABILITY TO USE ANY THIRD PARTY SERVICES INCLUDING, BUT NOT LIMITED TO E911 SERVICE AND HOME SECURITY OR MEDICAL MONITORING SERVICE, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL SPECIAL CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT THERE IS NEGLIGENCE ON THE PART OF COMPANY AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. IN NO EVENT WILL COMPANY'S LIABILITY PRE-CLOSING OR TRANSITION SERVICES PROVIDED HEREUNDER EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE BROADBAND SERVICESSELLER CAP, Confidential Information Redacted and Filed Separately with the Commission. Customer agrees to defend, indemnify and hold harmless Company, its affiliates and Parent Corporation, from and against any and all claims and expenses, including reasonable attorneys' fees, arising out of or related in any way to the use of the Broadband Services Omitted Portions Indicated by Customer or otherwise arising out of Customer's breach of any term of the Agreement[**].

Limitation of Liability and Indemnification. CUSTOMER IN NO EVENT SHALL NTH BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST REVENUES, LOST PROFITS, LOSS OF USE, OR LOST DATA, OR ANY OTHER INDIRECT DAMAGES, INCLUDING ANY DAMAGES OR SUMS PAID BY CLIENT TO THIRD PARTIES, EVEN IF Nth HAS BEEN INFORMED OF THE POSSIBILITY THEREOF. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY WHETHER ANY CLAIM IS BASED UPON PRINCIPLES OF CONTRACT, WARRANTY, STRICT LIABILITY, NEGLIGENCE OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, PRINCIPLES OF INDEMNITY OR CONTRIBUTION, THE FAILURE OF ANY LIMITED OR EXCLUSIVE REMEDY TO ACHIEVE ITS ESSENTAIL PURPOSE, OR OTHERWISE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CLIENT AGREES THAT TO INDEMNIFY, HOLD HARMLESS AND DEFEND Nth AND IT SUBCONSULTANTS, OFFICERS, AGENTS, CONTRACTORS, AND EMPLOYEES, FROM AND AGAINST ANY AND ALL BROADBAND SERVICES ARE PROVIDED BY COMPANY ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES CLAIMS, DEMANDS, DAMAGES, LOSSES, COSTS, EXPENSES, OR OTHER LIABILITIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NON INFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT SUCH SERVICES WILL BE ERROR FREE. COMPANY MAKES NO WARRANTY THAT THE BROADBAND SERVICES WILL BE UNINTERRUPTED, OR WILL SECURE CUSTOMER'S COMPUTER FROM THIRD PARTY UNAUTHORIZED ACCESS OR MONITORING. CUSTOMER AGREES THAT ALL USE OF THE BROADBAND SERVICES IS AT CUSTOMER'S SOLE RISK AND CUSTOMER EXPRESSLY ACKNOWLEDGES AND ACCEPTS THE BROADBAND SERVICES KNOWING THAT SUCH SERVICES ARE SUBJECT TO INTERRUPTION FROM POWER OUTAGES AND EQUIPMENT FAILURES. IN NO EVENT WILL COMPANY, ITS AFFILIATES OR PARENT CORPORATION, BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR RELATING TO THE PERFORMANCE OF SERVICES IN CONNECTION WITH THE INSTALLATIONSOW OR THE DELIVERABLES. THE DUTY TO DEFEND IS A SEPARATE OBLIGATION AND SHALL BE IMMEDIATE UPON TENDER OF DEFENSE TO CLIENT. THE DUTY TO DEFEND IS NOT CONTINGENT ON THE OUTCOME OF ANY LITIGTION OR ARBITRATION OR OTHER PROCEEDING. THE ONLY EXCEPTION TO THE DUTIES TO INDEMNIFY AND HOLD HARMLESS SHALL BE CLAIMS WHICH ARE FOUND BY A COURT, REPAIR, REPLACEMENTFACT-FINDER, OR REMOVAL OTHER TRIBUNAL OF COMPANY'S EQUIPMENTAPPROPRIATE JURISDICTION TO BE CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF Nth. THE INDEMNITIES HEREIN SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT. NO ACTION, SUIT OR OTHER PROCEEDING, REGARDLESS OF FORM, ARISING OUT OF OR RELATED TO THE USE TRANSACTIONS COVERED BY A CUSTOMER ORDER OR INABILITY BY A SOW MAY BE BROUGHT BY EITHER PARTY AGAINST THE OTHER PARTY MORE THAN TWELVE (12) MONTHS AFTER THE CAUSE OF ACTION AROSE. NTH’S SOLE LIABILITY FOR ANY DELIVERABLE FAILURE SHALL BE TO USE REPAIR OR REPLACE, AT NTH’S DISCRETION, ANY NONCONFORMING DELIVERABLES, RE-PERFORM THE BROADBAND SERVICES, OR REFUND THE USE OR INABILITY TO USE ANY THIRD PARTY SERVICES INCLUDING, BUT NOT LIMITED TO E911 SERVICE AND HOME SECURITY OR MEDICAL MONITORING SERVICE, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL SPECIAL CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT THERE IS NEGLIGENCE ON THE PART OF COMPANY AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. IN NO EVENT WILL COMPANY'S LIABILITY EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE BROADBAND SERVICES. Customer agrees to defend, indemnify and hold harmless Company, its affiliates and Parent Corporation, from and against any and all claims and expenses, including reasonable attorneys' fees, arising out of or related in any way to the use of the Broadband Services by Customer or otherwise arising out of Customer's breach of any term of the AgreementFEES PAID.

Limitation of Liability and Indemnification. CUSTOMER AGREES THAT ALL BROADBAND SERVICES ARE EXCEPT AS PROVIDED BY COMPANY ON AN "AS IS" IN SECTIONS 16 AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KINDSECTION 13(e), EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NON INFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT SUCH SERVICES WILL BE ERROR FREE. COMPANY MAKES NO WARRANTY THAT THE BROADBAND SERVICES WILL BE UNINTERRUPTED, OR WILL SECURE CUSTOMER'S COMPUTER FROM THIRD PARTY UNAUTHORIZED ACCESS OR MONITORING. CUSTOMER AGREES THAT ALL USE OF THE BROADBAND SERVICES IS AT CUSTOMER'S SOLE RISK AND CUSTOMER EXPRESSLY ACKNOWLEDGES AND ACCEPTS THE BROADBAND SERVICES KNOWING THAT SUCH SERVICES ARE SUBJECT TO INTERRUPTION FROM POWER OUTAGES AND EQUIPMENT FAILURES. IN NO EVENT WILL COMPANYSHALL KRONOS OR ADP OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE TO THE OTHER PARTY OR ITS SUBSIDIARIES, AFFILIATES OR PARENT CORPORATIONANY OF THEIR RESPECTIVE OFFICERS, BE LIABLE DIRECTORS, EMPLOYEES OR AGENTS FOR LOST DATA, LOST PROFITS OR LOST REVENUES OR ANY SPECIAL, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES OF ANY KINDKIND WHATSOEVER ARISING FROM KRONOS' TECHNOLOGY, UNDER ANY LEGAL THEORY, ARISING OUT LICENSE OR SALE OF PRODUCTS OR SERVICES OR OTHERWISE IN CONNECTION WITH THE INSTALLATIONANY PREVIOUS AGREEMENT, REPAIR, REPLACEMENT, WITH THIS AGREEMENT OR REMOVAL OF COMPANY'S EQUIPMENT, THE USE OR INABILITY TO USE THE BROADBAND SERVICES, OR THE USE OR INABILITY TO USE WITH ANY THIRD PARTY SERVICES INCLUDING, BUT NOT LIMITED TO E911 SERVICE AND HOME SECURITY OR MEDICAL MONITORING SERVICE, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL SPECIAL CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT THERE IS NEGLIGENCE ON THE PART OF COMPANY AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGESACTIVITIES THEREUNDER OR HEREUNDER. EXCEPT FOR KRONOS' INDEMNIFICATION OBLIGATIONS UNDER SECTIONS 16(a) AND 16(b), IN NO EVENT WHATSOEVER SHALL KRONOS' LIABILITY UNDER THIS AGREEMENT OR FROM ANY AND ALL CAUSES OR OTHERWISE EXCEED IN GENERAL MONEY DAMAGES A TOTAL CUMULATIVE MAXIMUM AMOUNT OF [**] OF THE AMOUNTS ACTUALLY PAID TO KRONOS UNDER THIS AGREEMENT. THE EXISTENCE OF MORE THAN ONE CLAIM OR SUIT WILL COMPANYNOT ENLARGE OR EXTEND THESE LIMITS. THE LIMITATIONS IN THIS SECTION SHALL BE THE FULL EXTENT OF KRONOS' AND ADP'S LIABILITY EXCEED UNDER THIS AGREEMENT WHETHER THE AMOUNT ACTUALLY PAID ACTION OR ACTIONS AGAINST KRONOS OR ADP, AS APPLICABLE, ARE BROUGHT BY CUSTOMER FOR THE BROADBAND SERVICES. Customer agrees to defendREASON OF ANY BREACH OF ANY REPRESENTATION OR WARRANTY UNDER OR ANY OTHER BREACH THIS AGREEMENT OR BY REASON OF NEGLIGENCE, indemnify and hold harmless Company, its affiliates and Parent Corporation, from and against any and all claims and expenses, including reasonable attorneys' fees, arising out of or related in any way to the use of the Broadband Services by Customer or otherwise arising out of Customer's breach of any term of the AgreementSTRICT LIABILITY OR ANY OTHER TORT OR CAUSE OF ACTION.

Limitation of Liability and Indemnification. CUSTOMER AGREES THAT ALL BROADBAND SERVICES ARE PROVIDED BY COMPANY ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NON INFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT SUCH SERVICES WILL BE ERROR FREE. COMPANY MAKES NO WARRANTY THAT THE BROADBAND SERVICES WILL BE UNINTERRUPTED, OR WILL SECURE CUSTOMER'S COMPUTER FROM THIRD PARTY UNAUTHORIZED ACCESS OR MONITORING. CUSTOMER AGREES THAT ALL USE OF THE BROADBAND SERVICES IS AT CUSTOMER'S SOLE RISK AND CUSTOMER EXPRESSLY ACKNOWLEDGES AND ACCEPTS THE BROADBAND SERVICES KNOWING THAT SUCH SERVICES ARE SUBJECT TO INTERRUPTION FROM POWER OUTAGES AND EQUIPMENT FAILURES. IN NO EVENT WILL COMPANYWELLIGENT, OR ITS AFFILIATES AFFILIATES, OR PARENT CORPORATIONANY OF ITS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES OR AGENTS, BE LIABLE TO YOU OR ANY THIRD PARTY FOR DAMAGES ANY USE, INTERRUPTION, DELAY OR INABILITY TO USE THE TELEHEALTH SERVICE; LOST REVENUES OR PROFITS; LOSS OR CORRUPTION OF DATA; LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION OR SHUTDOWN; FAILURE TO ACCURATELY TRANSFER, READ, OR TRANSMIT INFORMATION; FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION; SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION; OR BREACHES IN SYSTEM SECURITY; OR FOR ANY KINDCONSEQUENTIAL, UNDER ANY LEGAL THEORYINCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THE INSTALLATIONTHIS XXXX, REPAIR, REPLACEMENT, OR REMOVAL OF COMPANY'S EQUIPMENT, THE YOUR USE OR INABILITY TO USE THE BROADBAND SERVICESTELEHEALTH SERVICE, YOUR RELIANCE ON CONTENT MADE AVAILABLE ON OR THROUGH THE TELEHEALTH SERVICE, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR THE USE OR INABILITY TO USE ANY THIRD PARTY SERVICES INCLUDINGOTHERWISE, BUT NOT LIMITED TO E911 SERVICE AND HOME SECURITY OR MEDICAL MONITORING SERVICE, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL SPECIAL CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER OR NOT THERE IS NEGLIGENCE ON THE PART OF COMPANY SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT COMPANY HAS BEEN WELLIGENT WAS ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS IN NO EVENT WILL COMPANY'S LIABILITY EXCEED THIS PARAGRAPH MAY NOT APPLY TO YOU. THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE BROADBAND SERVICESLIMITATIONS SET FORTH IN THIS XXXX SHALL APPLY EVEN IF YOUR REMEDIES UNDER THIS XXXX FAIL OR THEIR ESSENTIAL PURPOSE. Customer agrees Any cause of action or claim you may have arising out of or relating to this XXXX or the Telehealth Service must be commenced within one (1) year after the cause of action accrues or otherwise such cause of action or claim is permanently barred. You agree to defend, indemnify indemnify, and hold harmless Company, the Welligent and its affiliates and Parent Corporationits and their respective officers, directors, employees, representatives and agents from and against any and all claims claims, actions, demands, suits, damages, fines, penalties, costs and expenses, including without limitation reasonable attorneys' legal fees, arising out accounting fees and expert fees, alleging or resulting from (i) your use of, or reliance on, the Telehealth Service or Documentation, (ii) your use of, or reliance on, any Welligent Content, or (iii) your breach of this XXXX. We are not responsible for any disputes or related disagreements between you and any user you interact with when using the Telehealth Service. You assume all risk associated in interacting with such third parties, and you release Welligent of all claims, demands, and damages in connection with such disputes. You also agree not to involve us in such disputes in any way to way. Use caution and common sense when using the use of the Broadband Services by Customer or otherwise arising out of Customer's breach of any term of the AgreementTelehealth Service.

Limitation of Liability and Indemnification. CUSTOMER AGREES THAT ALL BROADBAND SERVICES THE DUTIES OF THE ADMINISTRATOR SHALL BE CONFINED TO THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT, AND NO IMPLIED DUTIES ARE PROVIDED ASSUMED BY OR MAY BE ASSERTED AGAINST THE ADMINISTRATOR. EXCEPT TO THE EXTENT ARISING OUT OF THE ADMINISTRATOR’S GROSS NEGLIGENCE (AS DEFINED HEREIN), BAD FAITH, FRAUD, WILLFUL MISCONDUCT (AS DEFINED HEREIN) OR CRIMINAL MISCONDUCT WHEN PROVIDING THE SERVICES, THE ADMINISTRATOR’S AGGREGATE LIABILITY TO THE COMPANY ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT WILL BE LIMITED TO WARRANTIES MONETARY DAMAGES NOT TO EXCEED THE AMOUNT OF TITLEFEES PAID HEREUNDER DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE FIRST SUCH CLAIM TO OCCUR (OR, NON INFRINGEMENT OR IMPLIED WARRANTIES IF FEWER THAN TWELVE MONTHS HAVE ELAPSED SINCE THE LIVE DATE, THE AVERAGE MONTHLY FEE MULTIPLIED BY TWELVE). For the avoidance of doubt, the Administrator shall not be responsible for any breach in the performance of its obligations under this Agreement due to (i) the failure or delay of the Company or its agents to perform its obligations under this Agreement or (ii) the Administrator’s reliance on the Company Data. Each party shall have the duty to mitigate its damages for which another party may become responsible. As used in this Section 5, the term “Administrator” shall include the officers, directors, employees, affiliates and agents of the Administrator as well as that entity itself. NOTWITHSTANDING ANY OTHER PROVISION OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSETHIS AGREEMENT TO THE CONTRARY, OR THAT SUCH SERVICES WILL BE ERROR FREE. COMPANY MAKES NO WARRANTY THAT THE BROADBAND SERVICES WILL BE UNINTERRUPTED, OR WILL SECURE CUSTOMER'S COMPUTER FROM THIRD PARTY UNAUTHORIZED ACCESS OR MONITORING. CUSTOMER AGREES THAT ALL USE OF THE BROADBAND SERVICES IS AT CUSTOMER'S SOLE RISK AND CUSTOMER EXPRESSLY ACKNOWLEDGES AND ACCEPTS THE BROADBAND SERVICES KNOWING THAT SUCH SERVICES ARE SUBJECT TO INTERRUPTION FROM POWER OUTAGES AND EQUIPMENT FAILURES. IN NO EVENT WILL COMPANY, ITS AFFILIATES OR PARENT CORPORATION, SHALL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR OTHER NON-DIRECT DAMAGES OF ANY KINDKIND WHETHER SUCH LIABILITY IS PREDICATED ON CONTRACT, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THE INSTALLATION, REPAIR, REPLACEMENTSTRICT LIABILITY, OR REMOVAL ANY OTHER THEORY AND REGARDLESS OF COMPANY'S EQUIPMENT, WHETHER THE USE OR INABILITY TO USE THE BROADBAND SERVICES, OR THE USE OR INABILITY TO USE ANY THIRD PARTY SERVICES INCLUDING, BUT NOT LIMITED TO E911 SERVICE AND HOME SECURITY OR MEDICAL MONITORING SERVICE, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL SPECIAL CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT THERE FUND IS NEGLIGENCE ON THE PART OF COMPANY AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. IN NO EVENT WILL COMPANY'S LIABILITY EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE BROADBAND SERVICES. Customer agrees to defend, indemnify and hold harmless Company, its affiliates and Parent Corporation, from and against any and all claims and expenses, including reasonable attorneys' fees, arising out of or related in any way to the use of the Broadband Services by Customer or otherwise arising out of Customer's breach of any term of the Agreement.

Limitation of Liability and Indemnification. CUSTOMER AGREES BUSINESS ACCOUNTS ONLY. EXCEPT AS STATED IN THIS AGREEMENT OR TO THE EXTENT THE LAW MAY REQUIRE OTHERWISE: (a) YOU AGREE THAT ALL BROADBAND SERVICES ARE PROVIDED BY COMPANY ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES BANK WILL HAVE NO LIABILITY WHATSOEVER TO YOU, ANY USER OR ANY THIRD PARTY BECAUSE OF ACTS, OMISSIONS, OR POLICIES OF ANY KINDGOVERNMENTAL AGENCY, EITHER EXPRESS FINANCIAL INSTITUTION OR IMPLIEDOTHER PARTY THROUGH WHICH A FUNDS TRANSFER SUBJECT TO THE AGREEMENT IS AFFECTED (WHETHER OR NOT SELECTED BY US), INCLUDING BUT THE FAILURE OF ANY SUCH INSTITUTION, AGENCY OR PARTY TO ACCOUNT FOR OR PAY OVER THE FUNDS TRANSFERRED. (b) BANK WILL NOT LIMITED BE LIABLE TO WARRANTIES YOU OR ANY USER AND YOU AGREE TO INDEMNIFY AND HOLD BANK HARMLESS FROM ANY LIABILITY FOR BANK’S FAILURE TO COMPLY WITH THE TERMS OF TITLETHIS AGREEMENT BECAUSE OF LEGAL CONSTRAINT, NON INFRINGEMENT INTERRUPTION OR IMPLIED WARRANTIES FAILURE OF MERCHANTABILITY TRANSMISSION AND/OR FITNESS FOR A PARTICULAR PURPOSECOMMUNICATIONS FACILITIES, WAR (DECLARED OR THAT SUCH SERVICES WILL BE ERROR FREE. COMPANY MAKES NO WARRANTY THAT THE BROADBAND SERVICES WILL BE UNINTERRUPTEDNOT), EMERGENCIES, LABOR DISPUTES, FIRE, ACTS OF GOD, NATURAL DISASTERS OR WILL SECURE CUSTOMER'S COMPUTER FROM THIRD PARTY UNAUTHORIZED ACCESS OR MONITORING. CUSTOMER AGREES THAT ALL USE OF THE BROADBAND SERVICES IS AT CUSTOMER'S SOLE RISK AND CUSTOMER EXPRESSLY ACKNOWLEDGES AND ACCEPTS THE BROADBAND SERVICES KNOWING THAT SUCH SERVICES ARE SUBJECT TO INTERRUPTION FROM POWER OUTAGES AND EQUIPMENT FAILURES. ANY OTHER CIRCUMSTANCES BEYOND BANK’S CONTROL. (c) IN NO EVENT WILL COMPANY, ITS AFFILIATES OR PARENT CORPORATION, BANK BE LIABLE FOR ANY LOST PROFITS, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR INDIRECT DAMAGES OR LOSSES, EVEN IF BANK IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPT TO THE EXTENT REQUIRED BY LAW. (d) IN NO EVENT WILL BANK BE LIABLE FOR ANY KINDAMOUNT IN EXCESS OF $50,000 (FIFTY THOUSAND DOLLARS). (e) YOU ALSO AGREE TO INDEMNIFY AND HOLD BANK, UNDER ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS AND ATTORNEYS HARMLESS FROM AND AGAINST ANY LEGAL THEORYAND ALL CLAIMS, ACTIONS, PROCEEDINGS, COSTS, DAMAGES, LOSSES, LIABILITIES AND EXPENSES (INCLUDING THE PAYMENTS OF REASONABLE ATTORNEY’S AND PARALEGAL FEES AND OTHER COSTS) ARISING OUT OF OR IN CONNECTION WITH YOUR OR ANY USER’S INSTRUCTIONS, ACCESS TO OR USE OF ONLINE BANKING, BREACH OF THIS AGREEMENT, AND/OR VIOLATION OF ANY APPLICABLE LAW OR RIGHT OF A THIRD PARTY. (f) ANY CLAIM RELATED TO ONLINE BANKING MUST BE INITIATED WITHIN ONE (1) YEAR OF THE INSTALLATION, REPAIR, REPLACEMENTDATE YOU KNEW, OR REMOVAL OF COMPANY'S EQUIPMENTREASONABLY SHOULD HAVE KNOWN, THE USE OR INABILITY TO USE THE BROADBAND SERVICES, OR THE USE OR INABILITY TO USE ANY THIRD PARTY SERVICES INCLUDING, BUT NOT LIMITED TO E911 SERVICE AND HOME SECURITY OR MEDICAL MONITORING SERVICE, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL SPECIAL CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT THERE IS NEGLIGENCE ON THE PART OF COMPANY AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY EXISTENCE OF ANY SUCH DAMAGES. IN NO EVENT WILL COMPANY'S LIABILITY EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE BROADBAND SERVICES. Customer agrees to defend, indemnify and hold harmless Company, its affiliates and Parent Corporation, from and against any and all claims and expenses, including reasonable attorneys' fees, arising out of or related in any way to the use of the Broadband Services by Customer or otherwise arising out of Customer's breach of any term of the AgreementCLAIM AGAINST BANK.

Limitation of Liability and Indemnification. AS AN EXPRESS CONDITION TO USING THE LICENSED SOFTWARE, CUSTOMER AGREES THAT ALL BROADBAND SERVICES ARE PROVIDED BY COMPANY ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NON INFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT SUCH SERVICES WILL BE ERROR FREE. COMPANY MAKES NO WARRANTY THAT THE BROADBAND SERVICES WILL BE UNINTERRUPTED, OR WILL SECURE CUSTOMER'S COMPUTER FROM THIRD PARTY UNAUTHORIZED ACCESS OR MONITORING. CUSTOMER AGREES THAT ALL USE OF THE BROADBAND SERVICES IS AT CUSTOMER'S SOLE RISK AND CUSTOMER EXPRESSLY ACKNOWLEDGES AND ACCEPTS AGREES THAT, TO THE BROADBAND SERVICES KNOWING THAT SUCH SERVICES ARE SUBJECT TO INTERRUPTION FROM POWER OUTAGES AND EQUIPMENT FAILURES. MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY, LICENSOR OR ITS AFFILIATES OR PARENT CORPORATION, REPRESENTATIVES BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOST OR CORRUPTED DATA, LOSS OF PROFITS, PRIVACY, USE, BUSINESS, OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY OR PROPERTY DAMAGE, FOR FAILURE TO MEET ANY KINDDUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, UNDER FOR NEGLIGENCE, AND FOR ANY LEGAL THEORY, OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN CONNECTION WITH THE INSTALLATION, REPAIR, REPLACEMENT, OR REMOVAL OF COMPANY'S EQUIPMENT, THE RELATED TO CUSTOMER’S USE OR INABILITY TO USE THE BROADBAND LICENSED SOFTWARE, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATION, SOFTWARE, AND RELATED CONTENT THROUGH THE LICENSED SOFTWARE OR OTHERWISE ARISING OUT OF THE USE OF THE LICENSED SOFTWARE, OR INABILITY TO USE OTHERWISE UNDER OR IN CONNECTION WITH ANY THIRD PARTY SERVICES INCLUDINGPROVISION OF THIS XXXX, BUT NOT LIMITED TO E911 SERVICE HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND HOME SECURITY OR MEDICAL MONITORING SERVICE, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL SPECIAL CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT THERE IS NEGLIGENCE ON THE PART OF COMPANY AND WHETHER OR NOT COMPANY EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE FOREGOING LIMITATION OF LIABILITY, SO THAT LIMITATION MAY NOT FULLY APPLY. NOTWITHSTANDING ANY SUCH DAMAGESDAMAGES THAT CUSTOMER MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING ALL DAMAGES REFERENCED IN THIS XXXX AND ALL DIRECT OR GENERAL DAMAGES IN CONTRACT, TORT, OR ANYTHING ELSE), THE ENTIRE LIABILITY OF LICENSOR AND ITS AFFILIATES AND REPRESENTATIVES UNDER ANY PROVISION OF THIS XXXX AND CUSTOMER’S EXCLUSIVE REMEDY UNDER THIS XXXX WILL BE LIMITED TO THE PAYMENT OF THE GREATER OF THE DIRECT DAMAGES INCURRED IN REASONABLE RELIANCE ON THE LICENSED SOFTWARE UP TO THE ACTUAL LICENSE FEE PAID OR U.S. $5.00. IN NO EVENT WILL COMPANY'S THE TOTAL LIABILITY OF LICENSOR AND ITS AFFILIATES AND REPRESENTATIVES FOR ALL DAMAGES EXCEED THE AMOUNT ACTUALLY OF THE LICENSE FEE PAID TO USE THE LICENSED SOFTWARE. AS AN EXPRESS CONDITION TO USING THE LICENSED SOFTWARE, CUSTOMER AGREES TO INDEMNIFY LICENSOR AND ITS AFFILIATES AND REPRESENTATIVES FROM AND AGAINST ANY AND ALL THIRD PARTY CLAIMS AND DAMAGES INCURRED BY LICENSOR, INCLUDING REASONABLE ATTORNEYS’ FEES, ARISING FROM OR RELATED TO THE AUTHORIZED OR UNAUTHORIZED USE OR MISUSE OR OPERATION OF THE LICENSED SOFTWARE BY CUSTOMER FOR OR BY ANYONE TO WHOM CUSTOMER PROVIDED THE BROADBAND SERVICES. Customer agrees to defend, indemnify and hold harmless Company, its affiliates and Parent Corporation, from and against any and all claims and expenses, including reasonable attorneys' fees, arising out of or related in any way to the use of the Broadband Services by Customer or otherwise arising out of Customer's breach of any term of the AgreementLICENSED SOFTWARE.

Limitation of Liability and Indemnification. CUSTOMER AGREES THAT ALL BROADBAND SERVICES ARE PROVIDED BY COMPANY ON AN "5.1 EXCEPT AS IS" AND "AS AVAILABLE" BASIS WITHOUT EXPRESSLY STATED IN THIS AGREEMENT, OAG MAKES NO REPRESENTATIONS, CONDITIONS, GUARANTEES OR WARRANTIES OF ANY KIND, EITHER EXPRESS EXPRESS, IMPLIED OR IMPLIEDSTATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NON INFRINGEMENT OR AND EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, INCLUDING, WITHOUT LIMITATION, REGARDING SATISFACTORY QUALITY OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR THAT SUCH THE DATA PRODUCTS OR SERVICES WILL BE AVAILABLE FOR USE, UNINTERRUPTED, ERROR FREE. COMPANY MAKES NO WARRANTY FREE OR THAT THE BROADBAND SERVICES ANY ERRORS WILL BE UNINTERRUPTED, OR WILL SECURE CUSTOMER'S COMPUTER FROM THIRD PARTY UNAUTHORIZED ACCESS OR MONITORINGCORRECTED. CUSTOMER AGREES HEREBY ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY WARRANTY, CONDITION, GUARANTEE OR REPRESENTATION MADE BY OAG, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT. CUSTOMER ASSUMES ALL USE RISK FOR ANY RESULTS IT OBTAINS BY OR AS A RESULT OF USING THE BROADBAND SERVICES IS AT CUSTOMER'S SOLE RISK AND CUSTOMER EXPRESSLY ACKNOWLEDGES AND ACCEPTS THE BROADBAND SERVICES KNOWING THAT SUCH SERVICES ARE DATA PRODUCTS OR SERVICES.‌ 5.2 SUBJECT TO INTERRUPTION FROM POWER OUTAGES CLAUSE 5.6, AND EQUIPMENT FAILURES. EXCEPT FOR OAG’S INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT WILL COMPANYSHALL OAG HAVE ANY LIABILITY FOR ANY LOST PROFITS, ITS AFFILIATES REVENUES OR PARENT CORPORATIONINDIRECT, BE LIABLE FOR INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THE INSTALLATION, REPAIR, REPLACEMENT, LOSSES SUFFERED BY CUSTOMER OR REMOVAL OF COMPANY'S EQUIPMENT, THE USE OR INABILITY TO USE THE BROADBAND SERVICES, OR THE USE OR INABILITY TO USE ANY THIRD PARTY SERVICES INCLUDING, BUT NOT LIMITED TO E911 SERVICE AND HOME SECURITY OR MEDICAL MONITORING SERVICEPARTY, INCLUDING ANY DIRECTLOSS OF OPPORTUNITY, INDIRECTANTICIPATED SAVINGS OR GOODWILL, INCIDENTAL SPECIAL CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT THERE IS NEGLIGENCE ON THE PART OF COMPANY AND WHETHER OR NOT COMPANY EVEN IF OAG HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. IN NO EVENT WILL COMPANY'S LIABILITY EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE BROADBAND SERVICES. SAME. 5.3 Customer agrees to defendshall indemnify, indemnify defend and hold OAG harmless Company, its affiliates and Parent Corporation, from and against any and all claims third party claims, liabilities, damages, and expenses, related costs and expenses (including reasonable attorneys' fees’ fees and expenses) (collectively, the “Claims”) that may be asserted against or incurred by OAG to the extent arising out of or related in any way to the Customer’s use of the Broadband Data Products or Services by Customer or otherwise arising out of Customer's due to (i) breach of any term the terms of the this Agreement, (ii) negligence or willful misconduct,

Limitation of Liability and Indemnification. CUSTOMER AGREES THAT ALL BROADBAND SERVICES 5.01 THE DUTIES OF THE ADMINISTRATOR SHALL BE CONFINED TO THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT, AND NO IMPLIED DUTIES ARE PROVIDED ASSUMED BY COMPANY ON AN "OR MAY BE ASSERTED AGAINST THE ADMINISTRATOR. EXCEPT TO THE EXTENT ARISING OUT OF THE ADMINISTRATOR'S GROSS NEGLIGENCE (AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KINDDEFINED HEREIN), EITHER EXPRESS WILLFUL MISCONDUCT, BAD FAITH, FRAUD OR IMPLIEDCRIMINAL MISCONDUCT WHEN PROVIDING THE SERVICES, INCLUDING BUT NOT THE ADMINISTRATOR'S AGGREGATE LIABILITY TO THE TRUST WILL BE LIMITED TO WARRANTIES MONETARY DAMAGES NOT TO EXCEED THE AMOUNT OF TITLEFEES PAID HEREUNDER DURING THE THREE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE FIRST SUCH CLAIM TO OCCUR. For the avoidance of doubt, NON INFRINGEMENT OR IMPLIED WARRANTIES the Administrator shall not be responsible for any breach in the performance of its obligations under this Agreement due to (i) the failure or delay of the Trust or either of its respective agents to perform its obligations under this Agreement or (ii) the Administrator's reliance on Trust Data. Each party shall have the duty to mitigate its damages for which another party may become responsible. As used in this SECTION 5, the term "ADMINISTRATOR" shall include the officers, directors, employees, affiliates and agents of the Administrator as well as that entity itself. NOTWITHSTANDING ANY OTHER PROVISION OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSETHIS AGREEMENT TO THE CONTRARY, OR THAT SUCH SERVICES WILL BE ERROR FREE. COMPANY MAKES NO WARRANTY THAT THE BROADBAND SERVICES WILL BE UNINTERRUPTED, OR WILL SECURE CUSTOMER'S COMPUTER FROM THIRD PARTY UNAUTHORIZED ACCESS OR MONITORING. CUSTOMER AGREES THAT ALL USE OF THE BROADBAND SERVICES IS AT CUSTOMER'S SOLE RISK AND CUSTOMER EXPRESSLY ACKNOWLEDGES AND ACCEPTS THE BROADBAND SERVICES KNOWING THAT SUCH SERVICES ARE SUBJECT TO INTERRUPTION FROM POWER OUTAGES AND EQUIPMENT FAILURES. IN NO EVENT WILL COMPANY, ITS AFFILIATES OR PARENT CORPORATION, SHALL THE ADMINISTRATOR BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR OTHER NON- DIRECT DAMAGES OF ANY KINDKIND WHETHER SUCH LIABILITY IS PREDICATED ON CONTRACT, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THE INSTALLATION, REPAIR, REPLACEMENTSTRICT LIABILITY, OR REMOVAL ANY OTHER THEORY AND REGARDLESS OF COMPANY'S EQUIPMENT, WHETHER THE USE OR INABILITY TO USE THE BROADBAND SERVICES, OR THE USE OR INABILITY TO USE ANY THIRD PARTY SERVICES INCLUDING, BUT NOT LIMITED TO E911 SERVICE AND HOME SECURITY OR MEDICAL MONITORING SERVICE, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL SPECIAL CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT THERE TRUST IS NEGLIGENCE ON THE PART OF COMPANY AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. 5.02 The Administrator may, from time to time, provide to the Trust services and products ("SPECIAL THIRD PARTY SERVICES") from external third party sources that are telecommunication carriers, Pricing Sources, data feed providers or other similar service providers ("SPECIAL THIRD PARTY VENDORS"). IN The Trust acknowledges and agrees that the THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI INVESTMENTS GLOBAL FUNDS SERVICES Special Third Party Services are confidential and proprietary trade secrets of the Special Third Party Vendors. Accordingly, the Trust shall honor requests by the Administrator and the Special Third Party Vendors to protect their proprietary rights in their data, information and property including requests that the Trust place copyright notices or other proprietary legends on printed matter, print outs, tapes, disks, film or any other medium of dissemination. The Trust further acknowledges and agrees that all Special Third Party Services are provided on an "AS IS WITH ALL FAULTS" basis solely for such Trust's internal use, and as an aid in connection with the receipt of the Services. The Trust may use Special Third Party Services as normally required on view-only screens and hard copy statements, reports and other documents necessary to support such Trust's investors, however the Trust shall not distribute any Special Third Party Services to other third parties. THE SPECIAL THIRD PARTY VENDORS AND THE ADMINISTRATOR MAKE NO EVENT WILL COMPANY'S LIABILITY EXCEED WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR ANY OTHER MATTER WITH RESPECT TO ANY OF THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE BROADBAND SPECIAL THIRD PARTY SERVICES. Customer agrees to defendNEITHER THE ADMINISTRATOR NOR THE SPECIAL THIRD PARTY VENDORS SHALL BE LIABLE FOR ANY DAMAGES SUFFERED BY THE TRUST IN THE USE OF ANY OF THE SPECIAL THIRD PARTY SERVICES, indemnify INCLUDING, WITHOUT LIMITATION, LIABILITY FOR ANY INCIDENTAL, CONSEQUENTIAL OR SIMILAR DAMAGES. 5.03 Trust shall indemnify, defend and hold harmless Companythe Administrator from and against and the Administrator shall have no liability in connection with any and all actions, its affiliates suits and Parent Corporationclaims, whether groundless or otherwise, and from and against any and all claims losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of: (i) any act or omission of the Administrator in carrying out its duties hereunder or as a result of the Administrator's reliance upon any instructions, notice or instrument that the Administrator believes is genuine and signed or presented by an authorized Person of Trust; provided that this indemnification shall not apply if any such loss, damage or expense is caused by or arises from the Administrator's, gross negligence, willful misconduct, criminal misconduct, bad faith or fraud in the performance of the Services; (ii) any violation by Trust or Trust's sponsor of any applicable investment policy, law or regulation, (iii) any misstatement or omission in the Trust Materials or any Trust Data; (iv) any breach by Trust of any representation, warranty or agreement contained in this Agreement; (v) any act or omission of Trust, the Trust's former administrator, a Special Third Party Vendor, the Trust's other service providers (such as custodians, prime brokers, transfer agents, investment advisors and sub-advisers); (vi) any pricing error caused by the failure of the Trust's investment adviser or sub-adviser to provide a trade ticket or for incorrect information included in any trade ticket; or (vii) any act or omission of the Administrator as a result of the Administrator's compliance with the Regulations, including, but not limited to, returning an investor's Investment or restricting the payment of redemption proceeds. 5.04 To the extent that a Portfolio receives Special Third Party Services from Interactive Data Corporation ("IDC"), such Portfolio shall indemnify and hold harmless IDC and its suppliers from any and all losses, damages, liability, costs, including reasonable attorneys' attorney's fees, resulting directly or indirectly from any claim or demand against IDC by a third party arising out of of, derived from, or related to the accuracy or completeness of any such Special Third Party Services received by a Portfolio. IDC shall not be liable for any claim or demand against a Portfolio by any third party. 5.05 The Administrator may apply to Trust, Trust's sponsor or any Person acting on Trust's behalf at any time for instructions and may consult counsel for Trust or Trust's sponsor or with accountants, counsel and other experts with respect to any matter arising in THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI INVESTMENTS GLOBAL FUNDS SERVICES connection with the Administrator's duties hereunder, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the advice of counsel, accountants or other experts. Also, the Administrator shall not be liable for actions taken pursuant to any document which it reasonably believes to be genuine and to have been signed by the proper Person or Persons. The Administrator shall not be held to have notice of any change of authority of any officer, employee or agent of Trust until receipt of written notice thereof. To the extent that the Administrator consults with Trust counsel pursuant to this provision, any such expense shall be borne by Trust. 5.06 The Administrator shall have no liability for its reliance on Trust Data or the performance or omissions of unaffiliated third parties such as, by way of example and not limitation, transfer agents, sub-transfer agents, custodians, prime brokers, placement agents, third party marketers, asset data service providers, investment advisers (including, without limitation, the Sponsor) or sub-advisers, current or former third party service providers, Pricing Sources, software providers, printers, postal or delivery services, prior administrators, telecommunications providers and processing and settlement services. The Administrator may rely on and shall have no duty to investigate or confirm the accuracy or adequacy of any information provided by any of the foregoing third parties. 5.07 The Administrator shall have no obligations with respect to any laws relating to the distribution, purchase or sale of Shares. Further, Trust assumes full responsibility for the preparation, contents and distribution of its Trust Materials and its compliance with any applicable laws, rules, and regulations. 5.08 The indemnification rights afforded to Administrator hereunder shall include the right to reasonable advances of defense expenses on an as-incurred basis in the event of any pending or threatened litigation or Action with respect to which indemnification hereunder may ultimately be merited. If in any way case Trust is asked to indemnify or hold the Administrator harmless, the Administrator shall promptly advise Trust of the pertinent facts concerning the situation in question, and the Administrator will use all reasonable care to identify and notify Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification, but failure to do so shall not affect the rights hereunder. 5.09 Trust shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by Trust and satisfactory to the use Administrator, whose approval shall not be unreasonably withheld. In the event that Trust elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If Trust does not elect to assume the defense of a suit, it will advance to the Administrator the fees and expenses of any counsel retained by the Administrator. None of the Broadband Services by Customer parties hereto shall settle or otherwise arising out compromise any action, suit, proceeding or claim if such settlement or compromise provides for an admission of Customer's breach of any term liability on the part of the indemnified party without such indemnified party's written consent. 5.10 THE TRUST AND THE ADMINISTRATOR HAVE FREELY AND OPENLY NEGOTIATED THIS AGREEMENT, INCLUDING THE PRICING, WITH THE KNOWLEDGE THAT THE LIABILITY OF THE PARTIES IS TO BE LIMITED IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT. 5.11 The provisions of this SECTION 5 shall survive the termination of this Agreement. THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI INVESTMENTS GLOBAL FUNDS SERVICES

Limitation of Liability and Indemnification. CUSTOMER AGREES THAT ALL BROADBAND SERVICES 5.01 THE DUTIES OF THE ADMINISTRATOR SHALL BE CONFINED TO THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT, AND NO IMPLIED DUTIES ARE PROVIDED ASSUMED BY COMPANY ON AN "AS IS" OR MAY BE ASSERTED AGAINST THE ADMINISTRATOR AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES NO LIABILITY OF ANY KINDKIND WILL BE ATTAINED OR INCURRED BY THE ADMINISTRATOR EXCEPT TO THE EXTENT ARISING OUT OF THE ADMINISTRATOR’S BAD FAITH, EITHER EXPRESS FRAUD, WILFUL MISFEASANCE, NEGLIGENCE, GROSS NEGLIGENCE OR IMPLIEDCRIMINAL MISCONDUCT. NOTWITHSTANDING THE ABOVE, INCLUDING BUT NOT EXCEPT TO THE EXTENT ARISING OUT OF THE ADMINISTRATOR’S BAD FAITH, FRAUD, WILFUL MISFEASANCE, GROSS NEGLIGENCE OR CRIMINAL MISCONDUCT IN THE PERFORMANCE (OR NON-PERFORMANCE) OF THE SERVICES HEREUNDER, THE ADMINISTRATOR’S AGGREGATE LIABILITY TO THE TRUST WILL BE LIMITED TO WARRANTIES MONETARY DAMAGES NOT TO EXCEED THE GREATER OF TITLE(I) THE AMOUNT OF FEES PAID HEREUNDER DURING THE THIRTY-SIX MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE FIRST SUCH CLAIM TO OCCUR; AND (II) FOUR MILLION DOLLARS ($4,000,000) (THE “LIABILITY CAP”). For the avoidance of doubt, NON INFRINGEMENT OR IMPLIED WARRANTIES except to the extent that damages to the Trust are caused by an act or omission of the Administrator in violation of the standards of care described herein, the Administrator shall not be responsible for any breach in the performance of its obligations under this Agreement due to (i) the failure or delay of the Trust or its agents to perform its obligations under this Agreement or (ii) the Administrator’s good faith reliance on Trust Data. Each party shall have the duty to mitigate its damages for which another party may become responsible. As used in this Section 5, the term “Administrator” shall include the officers, directors, employees and agents of the Administrator as well as that entity itself. NOTWITHSTANDING ANY OTHER PROVISION OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSETHIS AGREEMENT TO THE CONTRARY, OR THAT SUCH SERVICES WILL BE ERROR FREE. COMPANY MAKES NO WARRANTY THAT THE BROADBAND SERVICES WILL BE UNINTERRUPTED, OR WILL SECURE CUSTOMER'S COMPUTER FROM THIRD PARTY UNAUTHORIZED ACCESS OR MONITORING. CUSTOMER AGREES THAT ALL USE OF THE BROADBAND SERVICES IS AT CUSTOMER'S SOLE RISK AND CUSTOMER EXPRESSLY ACKNOWLEDGES AND ACCEPTS THE BROADBAND SERVICES KNOWING THAT SUCH SERVICES ARE SUBJECT TO INTERRUPTION FROM POWER OUTAGES AND EQUIPMENT FAILURES. IN NO EVENT WILL COMPANY, ITS AFFILIATES OR PARENT CORPORATION, SHALL THE ADMINISTRATOR BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR OTHER NON-DIRECT DAMAGES OF ANY KINDKIND WHETHER SUCH LIABILITY IS PREDICATED ON CONTRACT, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THE INSTALLATION, REPAIR, REPLACEMENTSTRICT LIABILITY, OR REMOVAL ANY OTHER THEORY AND REGARDLESS OF COMPANY'S EQUIPMENT, WHETHER THE USE OR INABILITY TO USE THE BROADBAND SERVICES, OR THE USE OR INABILITY TO USE ANY THIRD PARTY SERVICES INCLUDING, BUT NOT LIMITED TO E911 SERVICE AND HOME SECURITY OR MEDICAL MONITORING SERVICE, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL SPECIAL CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT THERE TRUST IS NEGLIGENCE ON THE PART OF COMPANY AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. 5.02 The Administrator may, from time to time, provide to the Trust services and products (“Special Third Party Services”) from external third party sources that are telecommunication carriers, Pricing Sources, data feed providers or other similar service providers (“Special Third Party Vendors”). IN The Trust acknowledges and agrees that the Special Third Party Services are confidential and proprietary trade secrets of the Special Third Party Vendors. Accordingly, the Trust shall honor requests by the Administrator and the Special Third Party Vendors to protect their proprietary rights in their data, information and property including requests that the Trust place copyright notices or other proprietary legends on printed matter, print outs, tapes, disks, film or any other medium of dissemination. The Trust further acknowledges and agrees that all Special Third Party Services are provided on an “AS IS WITH ALL FAULTS” basis solely for such Trust’s internal use, and as an aid in connection with the receipt of the Services. The Trust may use Special Third Party Services as normally required on view-only screens and hard copy statements, reports and other documents necessary to support such Trust’s investors, however the Trust shall not distribute any Special Third Party Services to other third parties not associated with receipt of the Services pursuant to this Agreement. THE SPECIAL THIRD PARTY VENDORS AND THE ADMINISTRATOR MAKE NO EVENT WILL COMPANY'S LIABILITY EXCEED WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR ANY OTHER MATTER WITH RESPECT TO ANY OF THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE BROADBAND SPECIAL THIRD PARTY SERVICES. Customer agrees NEITHER THE ADMINISTRATOR NOR THE SPECIAL THIRD PARTY VENDORS SHALL BE LIABLE FOR ANY DAMAGES SUFFERED BY THE TRUST IN THE USE OF ANY OF THE SPECIAL THIRD PARTY SERVICES, INCLUDING, WITHOUT LIMITATION, LIABILITY FOR ANY INCIDENTAL, CONSEQUENTIAL OR SIMILAR DAMAGES. For the avoidance of doubt, the provisions of this Section 5.02 shall not relieve the Administrator of potential liability to defendthe Trust to the extent that damages to the Trust are caused by an act or omission of the Administrator in violation of the standard of care described in Section 4.01.08. 5.03 Trust shall indemnify, indemnify defend and hold harmless Companythe Administrator from and against and the Administrator shall have no liability in connection with any and all actions, its affiliates suits and Parent Corporationclaims, whether groundless or otherwise, and from and against any and all claims losses, damages, costs, charges, reasonable counsel fees and expensesdisbursements, payments, expenses and liabilities (including reasonable attorneys' feesinvestigation expenses) arising directly or indirectly out of: (i) any act or omission of the Administrator in carrying out its duties hereunder or as a result of the Administrator’s reliance upon any instructions, arising out notice or instrument that the Administrator believes is genuine and signed or presented by an authorized Person of Trust; (ii) any violation by the Trust, the Adviser or related any sub-advisers of any applicable investment policy, law or regulation, (iii) any misstatement or omission in the Trust Materials or any Trust Data, except to the extent such misstatement or omission was based on information provided by the Administrator to the Trust for inclusion in such Trust Materials; (iv) any breach by Trust of any representation, warranty or covenant contained in Section 3 of this Agreement; (v) any act or omission of Trust, the Trust’s former administrator, a Special Third Party Vendor (except to the extent Administrator’s appointment of such Special Third Party Vendor was in good faith and consistent with Administrator’s duty of reasonable care and diligence), the Trust’s other service providers (such as custodians, prime brokers, transfer agents, the Adviser and sub-advisers); or (vi) any pricing error caused by the failure of the Adviser or sub-adviser to provide a trade ticket or for incorrect information included in any way trade ticket; provided that this indemnification shall not apply (i) if any such loss, damage or expense is caused by or arises from the Administrator’s bad faith, fraud, criminal misconduct, wilful misfeasance or gross negligence in the performance of the Services; or (ii) to the use extent the Administrator is required to indemnify the Trust pursuant to Section 5.08 (ii) below, provided however, that the parties acknowledge and agree that the Trust may have a continuing indemnification obligation with respect to certain claims against the Administrator in excess of the Broadband Services Liability Cap. The Trust shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If Trust elects to assume the defense of any such claim, the defense shall be conducted by Customer counsel chosen by Trust and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that Trust elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust does not elect to assume the defense of a suit, it will promptly reimburse to the Administrator the reasonable fees and expenses of any counsel retained by the Administrator. None of the parties hereto shall settle or otherwise compromise any action, suit, proceeding or claim if such settlement or compromise provides for an admission of liability on the part of the indemnified party without such indemnified party’s written consent. 5.04 The Administrator may apply to Trust or any Person acting on Trust’s behalf at any time for instructions and may consult counsel for Trust with respect to any matter arising in connection with the Administrator’s duties hereunder, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the advice of Trust counsel. Also, the Administrator shall not be liable for actions taken pursuant to any document which it reasonably believes to be genuine and to have been signed by the proper Person or Persons. The Administrator shall not be held to have notice of any change of authority of any officer, employee or agent of Trust until receipt of written notice thereof. To the extent that the Administrator consults with Trust counsel pursuant to this provision, any such expense shall be borne by Trust. For the avoidance of doubt, the provisions of this Section 5.04 shall not relieve the Administrator of potential liability to the Trust to the extent that damages to the Trust are caused by an act or omission of the Administrator in violation of the standard of care described in Section 4.01.08. 5.05 The Administrator shall have no liability for its good faith reliance on Trust Data or the performance or omissions of unaffiliated third parties such as, by way of example and not limitation, transfer agents, sub-transfer agents, custodians, prime brokers, placement agents, third party marketers, asset data service providers, the Adviser or sub-advisers, current or former third party service providers, Pricing Sources, software providers, printers, postal or delivery services, prior administrators, telecommunications providers and processing and settlement services; provided however, that this Section 5.05 shall not relieve the Administrator of potential liability to the Trust for its own act or omission of the Administrator in violation of the standards of care described in Section 5.01. The Administrator may rely on and shall have no duty to investigate or confirm the accuracy or adequacy of any information provided by any of the foregoing third parties not appointed by the Administrator. 5.06 The Administrator shall have no obligations with respect to any laws relating to the distribution, purchase or sale of Shares. Further, except as provided in Schedule II (22), Trust assumes full responsibility for the preparation, contents (except to the extent such contents are based on information provided by the Administrator for inclusion in the Trust Materials) and distribution of its Trust Materials and its compliance with any applicable laws, rules, and regulations. 5.07 If in any case Trust is asked to indemnify or hold the Administrator harmless, the Administrator shall promptly advise Trust of the pertinent facts concerning the situation in question, and the Administrator will use all reasonable care to identify and notify Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification, but failure to do so shall not affect the rights hereunder. 5.08 The Administrator shall indemnify, defend and hold harmless the Trust from and against and the Trust shall have no liability in connection with any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of: (i) any act or omission of Customer's the Administrator in carrying out its duties hereunder constituting bad faith, fraud, criminal misconduct, willful misfeasance or gross negligence of the Administrator; (ii) any act or omission of the Administrator in carrying out its duties hereunder constituting negligence, provided that such indemnification obligation shall be subject to the Liability Cap or (iii) any breach by Administrator of any representation, warranty or covenant contained in Section 4 of this Agreement; provided that this indemnification shall not apply if any such loss, charge or expense is caused by or arises from the Trust’s bad faith, fraud, criminal misconduct, wilful misfeasance or gross negligence, and provided further, that the Administrator’s indemnification obligation with respect to a breach of Section 4.01.08 not caused by any term act or omission of the Administrator in carrying out its duties hereunder constituting bad faith, fraud, criminal misconduct, willful misfeasance or gross negligence shall be limited by the Liability Cap, which shall for the avoidance of doubt, be an aggregate limit on the Administrator’s liability, whether pursuant to a direct claim by the Trust pursuant to Section 5.01, or a claim for indemnification pursuant to this Section 5.08. Promptly after becoming aware of any action, proceeding or claim for which indemnification by the Administrator may be sought, the Trust shall (i) notify the Administrator in writing of such action, suit or claim; and (ii) cooperate reasonably, assist and give all necessary authority and information reasonably requested by the Administrator. The Administrator shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If Administrator elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by Administrator and satisfactory to the Trust, whose approval shall not be unreasonably withheld. In the event that Administrator elects to assume the defense of any suit and retain counsel, the Trust shall bear the fees and expenses of any additional counsel retained by it. If the Administrator does not elect to assume the defense of a suit, it will promptly reimburse to the Trust the reasonable fees and expenses of any counsel retained by the Trust. None of the parties hereto shall settle or compromise any action, suit, proceeding or claim if such settlement or compromise provides for an admission of liability on the part of the indemnified party without such indemnified party’s written consent. 5.09 THE TRUST AND THE ADMINISTRATOR HAVE FREELY AND OPENLY NEGOTIATED THIS AGREEMENT, INCLUDING THE PRICING, WITH THE KNOWLEDGE THAT THE LIABILITY OF THE PARTIES IS TO BE LIMITED IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT. 5.10 The provisions of this Section 5 shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. CUSTOMER AGREES THAT ALL BROADBAND SERVICES 5.01 THE DUTIES OF THE ADMINISTRATOR SHALL BE CONFINED TO THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT, AND NO IMPLIED DUTIES ARE PROVIDED ASSUMED BY COMPANY ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OR MAY BE ASSERTED AGAINST THE ADMINISTRATOR. EXCEPT TO THE EXTENT ARISING OUT OF ANY KINDTHE ADMINISTRATOR’S FRAUD OR CRIMINAL MISCONDUCT WHEN PROVIDING THE SERVICES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT THE ADMINISTRATOR’S LIABILITY TO THE FUND FOR DIRECT DAMAGES WILL BE LIMITED TO WARRANTIES MONETARY DAMAGES NOT TO EXCEED THE AMOUNT OF TITLEFEES PAID HEREUNDER DURING THE THREE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE FIRST SUCH CLAIM TO OCCUR. For the avoidance of doubt, NON INFRINGEMENT OR IMPLIED WARRANTIES the Administrator shall not be responsible for any breach in the performance of its obligations under this Agreement due to (i) the failure or delay of the Trust or its agents to perform its obligations under this Agreement or (ii) the Administrator’s reliance on the Trust Data. Each party shall have the duty to mitigate its damages for which another party may become responsible. As used in this Section 5, the term “Administrator” shall include the officers, directors, employees, affiliates and agents of the Administrator as well as that entity itself. NOTWITHSTANDING ANY OTHER PROVISION OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSETHIS AGREEMENT TO THE CONTRARY, OR THAT SUCH SERVICES WILL BE ERROR FREE. COMPANY MAKES NO WARRANTY THAT THE BROADBAND SERVICES WILL BE UNINTERRUPTED, OR WILL SECURE CUSTOMER'S COMPUTER FROM THIRD PARTY UNAUTHORIZED ACCESS OR MONITORING. CUSTOMER AGREES THAT ALL USE OF THE BROADBAND SERVICES IS AT CUSTOMER'S SOLE RISK AND CUSTOMER EXPRESSLY ACKNOWLEDGES AND ACCEPTS THE BROADBAND SERVICES KNOWING THAT SUCH SERVICES ARE SUBJECT TO INTERRUPTION FROM POWER OUTAGES AND EQUIPMENT FAILURES. IN NO EVENT WILL COMPANY, ITS AFFILIATES OR PARENT CORPORATION, SHALL THE ADMINISTRATOR BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR OTHER NON-DIRECT DAMAGES OF ANY KINDKIND WHETHER SUCH LIABILITY IS PREDICATED ON CONTRACT, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THE INSTALLATION, REPAIR, REPLACEMENTSTRICT LIABILITY, OR REMOVAL ANY OTHER THEORY AND REGARDLESS OF COMPANY'S EQUIPMENT, WHETHER THE USE OR INABILITY TO USE THE BROADBAND SERVICES, OR THE USE OR INABILITY TO USE ANY THIRD PARTY SERVICES INCLUDING, BUT NOT LIMITED TO E911 SERVICE AND HOME SECURITY OR MEDICAL MONITORING SERVICE, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL SPECIAL CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT THERE FUND IS NEGLIGENCE ON THE PART OF COMPANY AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. 5.02 The Administrator may, from time to time, provide to the Trust services and products (“Special Third Party Services”) from external third party sources that are telecommunication carriers, Pricing Sources, data feed providers or other similar service providers (“Special Third Party Vendors”). IN The Trust acknowledges and agrees that the Special Third Party Services are confidential and proprietary trade secrets of the Special Third Party Vendors. Accordingly, the Trust shall honor requests by the Administrator and the Special Third Party Vendors to protect their proprietary rights in their data, information and property including requests that the Trust place copyright notices or other proprietary legends on printed matter, print outs, tapes, disks, film or any other medium of dissemination. The Trust further acknowledges and agrees that all Special Third Party Services are provided on an “AS IS WITH ALL FAULTS” basis solely for such the Trust’s internal use in connection with the receipt of the Services. The Trust may use Special Third Party Services as normally required on view-only screens and hard copy statements, reports and other documents necessary to support such the Trust’s investors, however the Trust shall not distribute any Special Third Party Services to other third parties. THE SPECIAL THIRD PARTY VENDORS AND THE ADMINISTRATOR MAKE NO EVENT WILL COMPANY'S LIABILITY EXCEED WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR ANY OTHER MATTER WITH RESPECT TO ANY OF THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE BROADBAND SPECIAL THIRD PARTY SERVICES. Customer agrees to defendNEITHER THE ADMINISTRATOR NOR THE SPECIAL THIRD PARTY VENDORS SHALL BE LIABLE FOR ANY DAMAGES SUFFERED BY THE FUND IN THE USE OF ANY OF THE SPECIAL THIRD PARTY SERVICES, INCLUDING, WITHOUT LIMITATION, LIABILITY FOR ANY INCIDENTAL, CONSEQUENTIAL OR SIMILAR DAMAGES. 5.03 The Trust shall indemnify and hold harmless Companythe Administrator from and against and the Administrator shall have no liability in connection with any and all actions, its affiliates suits and Parent Corporationclaims, whether groundless or otherwise, and from and against any and all claims losses, damages, costs, charges, reasonable counsel fees and expensesdisbursements, payments, expenses and liabilities (including reasonable attorneys' feesinvestigation expenses) arising directly or indirectly out of: (i) any act or omission of the Administrator in carrying out its duties hereunder or as a result of the Administrator’s reliance upon any instructions, arising out notice or instrument that the Administrator believes is genuine and signed or presented by an authorized Person of the Trust; provided that this indemnification shall not apply if any such loss, damage or related expense is caused by or arises from the Administrator’s bad faith or fraud in the performance of the Services; (ii) any violation by the Trust or any agent of the Trust of any applicable investment policy, law or regulation, (iii) any misstatement or omission in Trust Materials or any the Trust Data; (iv) any breach by the Trust of any representation, warranty or agreement contained in this Agreement; (v) any act or omission of the Trust, the Trust’s former administrator prior to the Effective Date, a Special Third Party Vendor, the Trust’s other service providers (such as custodians, prime brokers, transfer agents, investment advisers and sub-adviser(s); (vi) any pricing error caused by the failure of the Trust’s investment adviser or sub-adviser to provide a trade ticket or for incorrect information included in any way trade ticket; or (vii) any act or omission of the Administrator as a result of the Administrator’s compliance with the Regulations, including, but not limited to, returning an investor or Authorized Participant’s investment or restricting the payment of redemption proceeds. 5.04 The Administrator may apply to the use Trust, the Trust’s sponsor or any Person acting on the Trust’s behalf at any time for instructions and may consult counsel for the Trust or the Trust’s sponsor or with accountants, counsel and other experts with respect to any matter arising in connection with the Administrator’s duties hereunder, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the advice of counsel, accountants or other experts. Also, the Administrator shall not be liable for actions taken pursuant to any document which it reasonably believes to be genuine and to have been signed by the proper Person or Persons. The Administrator shall not be held to have notice of any change of authority of any officer, employee or agent of the Broadband Services Trust until receipt of written notice thereof. To the extent that the Administrator consults with the Trust counsel pursuant to this provision, any such expense shall be borne by Customer the Trust. 5.05 The Administrator shall have no liability for its reliance on the Trust Data or otherwise arising out the performance or omissions of Customer's breach unaffiliated third parties such as, by way of example and not limitation, transfer agents, sub-transfer agents, custodians, prime brokers, placement agents, third party marketers, asset data service providers, investment advisers (including, without limitation, the sponsor) or sub-advisers, current or former third party service providers, Pricing Sources, software providers, printers, postal or delivery services, prior administrators, telecommunications providers and processing and settlement services. The Administrator may rely on and shall have no duty to investigate or confirm the accuracy or adequacy of any term information provided by any of the foregoing third parties. 5.06 The Administrator shall have no obligations with respect to any laws relating to the distribution, purchase or sale of Creation Units or underlying securities. Further, the Trust assumes full responsibility for the preparation, contents and distribution of its Trust Materials and its compliance with all applicable laws, rules, and regulations. 5.07 The indemnification rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation or Action with respect to which indemnification hereunder may ultimately be merited. If in any case the Trust is asked to indemnify or hold the Administrator harmless, the Administrator shall promptly advise the Trust of the pertinent facts concerning the situation in question, and the Administrator will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification, but failure to do so shall not affect the rights hereunder. 5.08 The Trust shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust does not elect to assume the defense of a suit, it will reimburse the Administrator for the fees and expenses of any counsel retained by the Administrator. None of the parties hereto shall settle or compromise any action, suit, proceeding or claim if such settlement or compromise provides for an admission of liability on the part of the indemnified party without such indemnified party’s written consent. 5.09 The provisions of this Section 5 shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. CUSTOMER AGREES THAT ALL BROADBAND SERVICES ARE PROVIDED BY COMPANY ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF NOTWITHSTANDING ANY KINDOTHER PROVISION CONTAINED HEREIN, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NON INFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT SUCH SERVICES WILL BE ERROR FREE. COMPANY MAKES NO WARRANTY THAT THE BROADBAND SERVICES WILL BE UNINTERRUPTED, OR WILL SECURE CUSTOMER'S COMPUTER FROM THIRD PARTY UNAUTHORIZED ACCESS OR MONITORING. CUSTOMER AGREES THAT ALL USE OF THE BROADBAND SERVICES IS AT CUSTOMER'S SOLE RISK AND CUSTOMER EXPRESSLY ACKNOWLEDGES AND ACCEPTS THE BROADBAND SERVICES KNOWING THAT SUCH SERVICES ARE SUBJECT TO INTERRUPTION FROM POWER OUTAGES AND EQUIPMENT FAILURES. IN NO EVENT WILL COMPANYWHATSOEVER SHALL THE COMPANY OR ANY OF ITS SHAREHOLDERS, ITS AFFILIATES DIRECTORS, EMPLOYEES OR PARENT CORPORATIONAFFILIATES, BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF TO THE PURCHASER OR IN CONNECTION WITH THE INSTALLATION, REPAIR, REPLACEMENT, OR REMOVAL OF COMPANY'S EQUIPMENT, THE USE OR INABILITY TO USE THE BROADBAND SERVICES, OR THE USE OR INABILITY TO USE ANY THIRD PARTY SERVICES INCLUDINGIN ANY WAY, BUT NOT LIMITED TO E911 SERVICE AND HOME SECURITY OR MEDICAL MONITORING SERVICE, INCLUDING ANY FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL SPECIAL OR CONSEQUENTIAL OR PUNITIVE LOSSES, DAMAGES, WHETHER EXPENSES AND COSTS ARISING OUT OF, OR NOT THERE IS NEGLIGENCE ON IN CONNECTION WITH, THIS AGREEMENT, ITS EXECUTION OR IMPLEMENTATION. WITHOUT DEROGATING FROM THE PART OF COMPANY AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. FOREGOING, IN NO EVENT WILL SHALL THE COMPANY'S LIABILITY ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT EXCEED THE AMOUNT ACTUALLY PAID COMMITMENT DESCRIBED IN THE ABOVE SECTION 5.2. WITHOUT DEROGATING FROM THE GENERALITY OF THE FOREGOING, THE PURCHASER HEREBY ACKNOWLEDGES AND UNDERSTANDS THAT THERE IS A REALISTIC POSSIBILITY THAT THE NAZARETHCROSS PROJECT, OR ANY PART THEREOF, WILL NOT BE BUILT. IN SUCH CIRCUMSTANCES, THE COMPANY'S SOLE LIABILITY SHALL BE ITS COMMITMENT DESCRIBED IN THE ABOVE SECTION 5.2, AND THE PURCHASER WAIVES IN ADVANCE ANY AND ALL CLAIMS IN CONNECTION WITH OR ARISING FROM THE NON-COMPLETION OF THE NAZARETHCROSS PROJECT, OR ANY PART THEREOF. THE PURCHASER AGREES TO PROTECT, DEFEND, INDEMNIFY AND HOLD HARMLESS THE COMPANY, ITS DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AFFILIATES (COLLECTIVELY, THE "INDEMNIFIED ENTITIES") HARMLESS FROM ALL SUMS, COSTS AND EXPENSES WHICH THE INDEMNIFIED PERSONS MAY INCUR OR BE OBLIGATED TO PAY AS A RESULT OF ANY AND ALL LOSS, EXPENSE, DAMAGE, LIABILITY, CLAIMS, DEMANDS, EITHER AT LAW OR IN EQUITY, OF EVERY NATURE WHATSOEVER IN FAVOR OF ANY PERSON, RESULTING FROM ANY FALSE REPRESENTATIONS GIVEN BY CUSTOMER FOR THE BROADBAND SERVICES. Customer agrees to defend, indemnify and hold harmless Company, its affiliates and Parent Corporation, from and against any and all claims and expenses, including reasonable attorneys' fees, arising out of or related in any way to the use of the Broadband Services by Customer or otherwise arising out of Customer's breach of any term of the AgreementPURCHASER HEREUNDER OR RESULTING FROM ANY OTHER BREACH BY THE PURCHASER OF THIS AGREEMENT.

Limitation of Liability and Indemnification. CUSTOMER AGREES THAT TO THE EXTENT PERMITTED BY LAW, THIS SITE, SURVEYS AND ALL BROADBAND SERVICES OF THE INFORMATION THEY CONTAIN ARE PROVIDED BY COMPANY ON AN "" AS ISIS " AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING INCLUDING, BUT NOT LIMITED TO WARRANTIES OF TITLETO, NON INFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR THAT SUCH SERVICES WILL BE ERROR FREE. COMPANY MAKES NO WARRANTY THAT THE BROADBAND SERVICES WILL BE UNINTERRUPTED, OR WILL SECURE CUSTOMER'S COMPUTER FROM THIRD PARTY UNAUTHORIZED ACCESS OR MONITORING. CUSTOMER AGREES THAT ALL USE OF THE BROADBAND SERVICES IS AT CUSTOMER'S SOLE RISK AND CUSTOMER EXPRESSLY ACKNOWLEDGES AND ACCEPTS THE BROADBAND SERVICES KNOWING THAT SUCH SERVICES ARE SUBJECT TO INTERRUPTION FROM POWER OUTAGES AND EQUIPMENT FAILURESNON-INFRINGEMENT. IN NO EVENT EVENT, IN REGARD TO THIS SITE, SURVEYS OR ANY OTHER HYPERLINKED SITE, WILL COMPANY, ITS AFFILIATES OR PARENT CORPORATION, BOMBARDIER BE LIABLE TO ANY PARTY FOR ANY DAMAGES OR INJURY CAUSED BY (INCLUDING BUT NOT LIMITED TO) YOUR RELIANCE ON INFORMATION CONTAINED IN THIS SITE, SURVEYS, YOUR ACCESS TO, OR USE OF, THIS SITE OR SURVEYS, ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR OTHER CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, ANY KINDLOSS OF PROFITS, UNDER INCOME, GOODWILL, CONTRACTS, BUSINESS INTERRUPTION, LOSS OR DAMAGE OF PROGRAMS OR OTHER DATA ON YOUR INFORMATION HANDLING SYSTEM, ANY LEGAL THEORYDETERIORATION OR INFECTION BY VIRUSES OR BY MALICIOUS CODES OR OTHERWISE, OR ANY OTHER LOSS, FINANCIAL OR NOT, OR DAMAGE WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THE INSTALLATION, REPAIR, REPLACEMENT, OR REMOVAL OF COMPANY'S EQUIPMENTWITH, THE USE OF, ACCESS TO COMPUTER INSTRUSION, SECURITY FAILURE, OR THE INABILITY TO USE THE BROADBAND SERVICESTHIS SITE, SURVEYS OR THE USE INFORMATION CONTAINED THEREIN, EVEN IF BOMBARDIER (OR INABILITY TO USE ANY THIRD PARTY SERVICES INCLUDING, BUT NOT LIMITED TO E911 SERVICE AND HOME SECURITY OR MEDICAL MONITORING SERVICE, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL SPECIAL CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT THERE IS NEGLIGENCE ON THE PART OF COMPANY AND WHETHER OR NOT COMPANY POSTING INFORMATION) HAS BEEN EXPRESSLY ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL COMPANY'S LIABILITY EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE BROADBAND SERVICES. Customer agrees By using the Site and by taking part in surveys at your own risk, you agree to defend, indemnify and hold harmless Company, its affiliates and Parent Corporation, from and against BOMBARDIER for any and all claims claims, damages, losses, liabilities and causes of action (including legal expenses, including reasonable attorneys' fees, ) arising out of or related relating to your breach or alleged breach of this Agreement (including without limitation, claims made by third parties for violation of their rights), or for any information or data that is provided by you, or through a misuse of your User Name and Password. BOMBARDIER will inform you promptly, by registered letter or e-mail, of such claim, damage, or cause of action and you agree to cooperate as fully as reasonably required in the defense of any claim. BOMBARDIER reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. None of the subsidiaries of BOMBARDIER shall be liable or in any way to responsible for the use content of the Broadband Services by Customer or otherwise arising out this Site and of Customer's breach of any term of the Agreementsurveys.

Limitation of Liability and Indemnification. CUSTOMER AGREES THAT THIS SAMPLE AGREEMENT IS PROVIDED TO ASSIST YOUR ATTORNEY WITH DRAFTING AN AGREEMENT FOR SELLING AN EXPERIMENTAL AMATEUR BUILT AIRCRAFT. THE EXPERIMENTAL AIRCRAFT ASSOCIATION (EAA) AND ITS EMPLOYEES, AGENTS, OR ANY OF ITS AFFILIATED OR RELATED ORGANIZATIONS DISCLAIMS ALL BROADBAND SERVICES ARE PROVIDED BY COMPANY ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NON INFRINGEMENT OR IMPLIED WARRANTIES OR REPRESENTATIONS OF MERCHANTABILITY ANY KIND OR NATURE WHATSOEVER OF ITS MERCHANTANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE, . THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND OR NATURE WHATSOEVER THAT SUCH SERVICES THE VERBIAGE OR INTENDED OR EXPECTED USE OF ANY PART OF THE SAMPLE AGREEMENT WILL BE ERROR FREEEFFECTIVE IN PROTECTING YOU FROM LEGAL LIABILITY. COMPANY MAKES NO WARRANTY THAT NEITHER THE BROADBAND SERVICES WILL BE UNINTERRUPTED, EAA NOR ANY OF ITS AFFILIATED OR WILL SECURE CUSTOMER'S COMPUTER FROM THIRD PARTY UNAUTHORIZED ACCESS OR MONITORING. CUSTOMER AGREES THAT ALL USE OF THE BROADBAND SERVICES IS AT CUSTOMER'S SOLE RISK AND CUSTOMER EXPRESSLY ACKNOWLEDGES AND ACCEPTS THE BROADBAND SERVICES KNOWING THAT SUCH SERVICES ARE SUBJECT TO INTERRUPTION FROM POWER OUTAGES AND EQUIPMENT FAILURES. IN NO EVENT WILL COMPANY, ITS AFFILIATES OR PARENT CORPORATION, RELATED ORGANIZATIONS SHALL BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THE INSTALLATION, REPAIR, REPLACEMENT, OR REMOVAL OF COMPANY'S EQUIPMENT, THE USE OR INABILITY TO USE THE BROADBAND SERVICES, OR THE USE OR INABILITY TO USE ANY THIRD PARTY SERVICES INCLUDING, BUT NOT LIMITED TO E911 SERVICE AND HOME SECURITY OR MEDICAL MONITORING SERVICE, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL SPECIAL INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER DAMAGES AS A RESULT OF THE USE OF THE COPY OR NOT THERE IS NEGLIGENCE ON THE ANY PART OF COMPANY THE COPY PROVIDED THROUGH THIS MEDIUM OR ANY OTHER MEDIUM OR SERVICE. THIS DISCLAIMER INCLUDES, BUT IS NOT LIMITED TO, DEATH, INJURY OR FAILED EXPECTATION. YOU SPECIFICALLY AGREE, ON YOUR BEHALF AND WHETHER ON BEHALF OF YOUR HEIRS, EXECUTORS AND ASSIGNS, NOT TO BRING ANY LEGAL ACTION IN ANY FEDERAL OR NOT COMPANY HAS BEEN ADVISED STATE COURT OR OTHER COURT OF LAW OR EQUITY AGAINST THE POSSIBILITY EAA OR ANY OF ITS AFFILIATED OR RELATED ORGANIZATIONS UNDER ANY SUCH DAMAGESTHEORY OF LIABILITY AND FURTHER AGREE TO INDEMNIFY AND HOLD EAA AND ITS AFFILIATED OR RELATED ORGANIZATIONS HARMLESS FROM YOUR BREACH OF THESE TERMS. IN NO EVENT WILL COMPANY'S LIABILITY EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE BROADBAND SERVICES. Customer agrees to defendTHIS EXPERIMENTAL AMATEUR-BUILT AIRCRAFT SALE AGREEMENT (AGREEMENT) is made this ___ day of ________, indemnify 20__, between ______________________, (Seller), and hold harmless Company, its affiliates and Parent Corporation, from and against any and all claims and expenses, including reasonable attorneys' fees, arising out of or related in any way to the use of the Broadband Services by Customer or otherwise arising out of Customer's breach of any term of the Agreement_______________ (Purchaser).

Limitation of Liability and Indemnification. CUSTOMER AGREES THAT ALL BROADBAND SERVICES ARE PROVIDED BY COMPANY ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES (i) NOTWITHSTANDING ANY OTHER PROVISION OF ANY KINDTHIS ARTICLE I TO THE CONTRARY, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NON INFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT SUCH SERVICES WILL BE ERROR FREE. COMPANY MAKES NO WARRANTY THAT THE BROADBAND SERVICES WILL BE UNINTERRUPTED, OR WILL SECURE CUSTOMER'S COMPUTER FROM THIRD PARTY UNAUTHORIZED ACCESS OR MONITORING. CUSTOMER AGREES THAT ALL USE OF THE BROADBAND SERVICES IS AT CUSTOMER'S SOLE RISK AND CUSTOMER EXPRESSLY ACKNOWLEDGES AND ACCEPTS THE BROADBAND SERVICES KNOWING THAT SUCH SERVICES ARE SUBJECT TO INTERRUPTION FROM POWER OUTAGES AND EQUIPMENT FAILURES. IN NO EVENT WILL COMPANY, SHALL THE SELLER OR ANY OF ITS AFFILIATES OR PARENT CORPORATION, BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSS OF REVENUE OR LOST SALES) IN CONNECTION WITH ANY KINDCLAIMS, UNDER ANY LEGAL THEORYLOSSES, DAMAGES OR INJURIES ARISING OUT OF THE CONDUCT OF SUCH PARTY PURSUANT TO THIS ARTICLE I REGARDLESS OF WHETHER SUCH DAMAGES OR IN CONNECTION WITH THE INSTALLATIONOTHER RELIEF ARE SOUGHT BASED ON BREACH OF CONTRACT, REPAIRNEGLIGENCE, REPLACEMENT, STRICT LIABILITY OR REMOVAL OF COMPANY'S EQUIPMENT, THE USE ANY OTHER LEGAL OR INABILITY TO USE THE BROADBAND SERVICES, OR THE USE OR INABILITY TO USE ANY THIRD PARTY SERVICES INCLUDING, BUT NOT LIMITED TO E911 SERVICE AND HOME SECURITY OR MEDICAL MONITORING SERVICE, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL SPECIAL CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT THERE IS NEGLIGENCE ON THE PART OF COMPANY EQUITABLE THEORY AND WHETHER OR NOT COMPANY HAS BEEN SUCH PARTY WAS AWARE OR ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. IN NO EVENT WILL COMPANY'S LIABILITY EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE BROADBAND SERVICES. Customer agrees . (ii) Except insofar as the same relate to defendthe Seller’s breach of any of its obligations under this Article I or the gross negligence, bad faith or intentional misconduct of any Xxxxxxx Indemnitee, the Purchaser shall indemnify and hold harmless Company, its affiliates and Parent Corporation, the Xxxxxxx Indemnitees from and against any and all claims and expensesLosses which such Xxxxxxx Indemnitees may sustain or incur by reason of any claim, including reasonable attorneys' feesdemand, arising out of suit or related in recovery by any way to person or entity, or otherwise, resulting from acts or omissions committed by the use Seller or any member of the Broadband Services by Customer Xxxxxxx Group in conducting the Local Operations for the benefit of the Purchaser or otherwise arising out of Customer's breach of any term of performing the Local Operations. Nothing herein shall limit (i) Newco’s obligations with respect to Assumed Liabilities under the Distribution Agreement or (ii) the Local Deferred Purchaser’s obligations under the Local Deferred Asset Transfer Agreement.

Limitation of Liability and Indemnification. CUSTOMER AGREES THAT ALL BROADBAND SERVICES ARE PROVIDED BY COMPANY ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KINDYou acknowledge and agree that NITCO will not be liable for any service outage, EITHER EXPRESS OR IMPLIEDinability to dial 911 using the service, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NON INFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT SUCH SERVICES WILL BE ERROR FREEand/or inability to access emergency service personnel using the service. COMPANY MAKES NO WARRANTY THAT THE BROADBAND SERVICES WILL BE UNINTERRUPTED, OR WILL SECURE CUSTOMER'S COMPUTER FROM THIRD PARTY UNAUTHORIZED ACCESS OR MONITORING. CUSTOMER AGREES THAT ALL USE OF THE BROADBAND SERVICES IS AT CUSTOMER'S SOLE RISK AND CUSTOMER EXPRESSLY ACKNOWLEDGES AND ACCEPTS THE BROADBAND SERVICES KNOWING THAT SUCH SERVICES ARE SUBJECT TO INTERRUPTION FROM POWER OUTAGES AND EQUIPMENT FAILURES. IN NO EVENT WILL COMPANY, ITS AFFILIATES OR PARENT CORPORATION, BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THE INSTALLATION, REPAIR, REPLACEMENT, OR REMOVAL OF COMPANY'S EQUIPMENT, THE USE OR INABILITY TO USE THE BROADBAND SERVICES, OR THE USE OR INABILITY TO USE ANY THIRD PARTY SERVICES INCLUDING, BUT NOT LIMITED TO E911 SERVICE AND HOME SECURITY OR MEDICAL MONITORING SERVICE, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL SPECIAL CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT THERE IS NEGLIGENCE ON THE PART OF COMPANY AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. IN NO EVENT WILL COMPANY'S LIABILITY EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE BROADBAND SERVICES. Customer agrees You agree to defend, indemnify and hold harmless CompanyNITCO and its affiliates, its affiliates and Parent Corporationemployees, suppliers or agents from and against any and all claims clams, losses, damages, costs, and expensesexpenses (including but not limited to, reasonable attorney’s fees) by, or on behalf of, You or any third party or user of services relating to the failure or outage of the services including those related to 911/E911. Directory Listings. IF WE MAKE AVAILABLE AN OPTION TO LIST YOUR NAME, ADDRESS, AND/OR TELEPHONE NUMBER IN A PUBLISHED DIRECTORY (WHETHER IN PRINT OR ONLINE) OR DIRECTORY ASSISTANCE DATABASE, AND ONE OR MORE OF THE FOLLOWING CONDITIONS OCCURS: (1) YOU REQUEST THAT YOUR NAME, ADDRESS AND/OR PHONE NUMBER BE OMITTED FROM A DIRECTORY OR DIRECTORY ASSISTANCE DATABASE, BUT THAT INFORMATION IS INCLUDED IN EITHER OR BOTH; (2) YOU REQUEST THAT YOUR NAME, ADDRESS AND/OR PHONE NUMBER BE INCLUDED IN A DIRECTORY OR DIRECTORY ASSISTANCE DATABASE, BUT THAT INFORMATION IS OMITTED FROM EITHER OR BOTH; OR (3) THE PUBLISHED OR LISTED INFORMATION FOR YOUR ACCOUNT CONTAINS MATERIAL ERRORS OR OMISSIONS, THEN THE AGGREGATE LIABILITY OF NITCO AND ITS AFFILIATES, SUPPLIERS OR AGENTS SHALL NOT EXCEED THE MONTHLY CHARGES, IF ANY, WHICH YOU HAVE ACTUALLY PAID TO US TO LIST, PUBLISH, NOT LIST, OR NOT PUBLISH THE INFORMATION FOR THE AFFECTED PERIOD. YOU SHALL HOLD US HARMLESS AND ANY AFFILIATES, SUPPLIERS OR AGENTS AGAINST ANY AND ALL CLAIMS FOR DAMAGES CAUSED OR CLAIMED TO HAVE BEEN CAUSED, DIRECTLY OR INDIRECTLY, BY THE ERRORS AND OMISSIONS REFERENCED ABOVE. Port Freeze/Carrier Freeze. NITCO can prevent Your phone service from being switched without Your consent. By adding a port freeze/carrier freeze on Your account, any attempt made to change Your service from NITCO to a new carrier will be stopped. If You have added a port freeze/carrier freeze to Your account and You wish to change to a new phone service provider, the freeze can only be lifted by You either by written or oral authorization. The authorization required for the lifting of the port freeze/carrier freeze is in addition to the regular verification process required to change to a different telephone service provider. The written authorization must be signed and state Your intent to lift the freeze. It should also include Your billing name and address and each telephone number to be affected. The oral authorization can be initiated by You or can be a three-way conference call with You, the carrier to which You wish to switch, and one of Our service representatives. To comply with FCC regulations (47 CFR §64.1190), NITCO is required to obtain your authorization prior to placing this method of prevention on Your account. NITCO has or will, upon request, provide the necessary authorization forms if you would like to institute a port freeze/carrier freeze on one or more telephone numbers associated with your account. ADDITIONAL PROVISIONS APPLICABLE TO NITCO BROADBAND INTERNET AND DATA SERVICES Description of Services. Your first billing statement will show the particular Broadband Internet and Data Services selected by You and provided by Us. Service Pricing: Service pricing for any NITCO Broadband Internet and Data Services that You have selected for the applicable contract term or month-to-month term will appear on your billing statements. Service pricing will also be available online at xxx.XXXXX.xxx/... Service pricing is subject to change. Speed. If You have selected “Non-SLA Service” or non-guaranteed Internet Access Service, You agree that NITCO bandwidth is provided without a written service level agreement for bandwidth, latency, packet loss, jitter, Service availability and mean time to repair. Under “Non-SLA” or non-guaranteed Internet Access Service, You acknowledge that NITCO does not guarantee any particular speed or amount of bandwidth will be continuously available to You, and You agree and understand that Your actual speeds may vary depending on various factors including the number of simultaneous users connected to the network at any given point in time. If You have selected “SLA”, or guaranteed Internet Access Service, NITCO will provide a written guarantee for bandwidth, latency, packet performance and mean time to repair, subject to a NITCO Service Level Agreement which, together with this Agreement and any amendments and addenda shall, collectively, form the agreement between NITCO and You. NITCO reserves the right to modify the SLA from time to time. Acceptable Use Policy. The Acceptable Use Policy (“AUP”) governs use of NITCO Internet Services and is posted at xxx.XXXXX.xxx (or an alternative website if we so notify You). You agree Your use of the Service is conditioned upon adherence to the AUP and You agree to comply with its terms and conditions. You further agree NITCO may modify the AUP or other policies from time to time. Notwithstanding anything to the contrary in this Agreement, YOU ACKNOWLEDGE AND AGREE THAT THE TERMS OF THE AUP MAY BE REVISED FROM TIME TO TIME WITH OR WITHOUT NOTICE BY POSTING A NEW VERSION OF THE AUP OR POLICY AS SET FORTH ABOVE. Static IP Addresses. Any Static IP Addresses assigned to a Customer for the purpose of delivering Data Services under this Agreement, shall belong to us and may be reclaimed by us upon termination of Services. We will provide one or more static IP addresses to You for each separate Data Service that You subscribe to at an additional cost to You. ADDITIONAL PROVISIONS APPLICABLE TO NITCO TELEVISION SERVICES Description of Services. Your first billing statement will show the particular NITCO Television Services selected by You and provided by Us. Service Pricing. Service pricing for any NITCO Television Services that You have selected for the applicable contract term or month-to-month term will appear on your billing statements. Service pricing will also be available online at xxx.XXXXX.xxx/... Service pricing is subject to change. Because NITCO may offer Television Services through or in association with third-party service-providers, including reasonable attorneys' feesSkitter TVTM, arising out Skitter, Inc., Skitter Cable TV, Inc., and parent or subsidiary companies, Service pricing may change based upon the terms and conditions of agreements between NITCO and such third-parties. Third Party Terms and Conditions. NITCO provides Television Services in association with Skitter TVTM, Skitter, Inc., Skitter Cable TV, Inc., and parent or related in subsidiary companies. By accepting NITCO Television Services, You agree to adhere to any way to terms and conditions governing the use of Services provided by Skitter TVTM, Skitter, Inc., Skitter Cable TV, Inc., and parent or subsidiary companies, which terms are made available online at xxxxxxx.xx… ASSIGNABILITY This Agreement and the Broadband Services Service(s) furnished hereunder may not be assigned by Customer or otherwise arising out You, except that it may be assigned to a purchaser of Customer's breach Your business. You agree to notify us immediately of any term changes of ownership or occupancy of the Agreementpremises. We may assign our rights and obligations under this Agreement with or without notice to You. AGREEMENT SCOPE AND SEVERABILITY

Limitation of Liability and Indemnification. CUSTOMER AGREES THAT ALL BROADBAND SERVICES 5.01 THE DUTIES OF THE ADMINISTRATOR SHALL BE CONFINED TO THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT, AND NO IMPLIED DUTIES ARE PROVIDED ASSUMED BY COMPANY ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OR MAY BE ASSERTED AGAINST THE ADMINISTRATOR. EXCEPT TO THE EXTENT ARISING OUT OF ANY KINDTHE ADMINISTRATOR’S GROSS NEGLIGENCE, EITHER EXPRESS BAD FAITH, FRAUD, WILLFUL MISCONDUCT OR IMPLIEDCRIMINAL MISCONDUCT WHEN PROVIDING THE SERVICES, INCLUDING BUT NOT THE ADMINISTRATOR’S LIABILITY TO A FUND FOR DIRECT DAMAGES WILL BE LIMITED TO WARRANTIES MONETARY DAMAGES NOT TO EXCEED THE LESSER OF TITLE, NON INFRINGEMENT OR IMPLIED WARRANTIES (1) THE AMOUNT OF MERCHANTABILITY OR FITNESS THE MONTHLY FEES PAYABLE PURSUANT TO THIS AGREEMENT FOR A PARTICULAR PURPOSETHE SIX MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM, OR THAT IF SUCH SERVICES WILL BE ERROR FREEEVENT OCCURS DURING THE FIRST SIX MONTHS AFTER THE EFFECTIVE DATE, THE FEES PAID FOR THE MONTH IMMEDIATELY PRECEDING SUCH EVENT, MULTIPLIED BY SIX AND (2) $2,000,000. COMPANY MAKES NO WARRANTY THAT For the avoidance of doubt, the Administrator shall not be responsible for any breach in the performance of its obligations under this Agreement due to (i) the failure or delay of the Trust or its agents to perform its obligations under this Agreement or (ii) the Administrator’s reliance on the Trust Data. Each party shall have the duty to mitigate its damages for which another party may become responsible. As used in this Section 5, the term “Administrator” shall include the officers, directors, employees, affiliates and agents of the Administrator as well as that entity itself. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE BROADBAND SERVICES WILL BE UNINTERRUPTEDCONTRARY, OR WILL SECURE CUSTOMER'S COMPUTER FROM THIRD PARTY UNAUTHORIZED ACCESS OR MONITORING. CUSTOMER AGREES THAT ALL USE OF THE BROADBAND SERVICES IS AT CUSTOMER'S SOLE RISK AND CUSTOMER EXPRESSLY ACKNOWLEDGES AND ACCEPTS THE BROADBAND SERVICES KNOWING THAT SUCH SERVICES ARE SUBJECT TO INTERRUPTION FROM POWER OUTAGES AND EQUIPMENT FAILURES. IN NO EVENT WILL COMPANY, ITS AFFILIATES OR PARENT CORPORATION, SHALL THE ADMINISTRATOR BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR OTHER NON-DIRECT DAMAGES OF ANY KINDKIND WHETHER SUCH LIABILITY IS PREDICATED ON CONTRACT, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THE INSTALLATION, REPAIR, REPLACEMENTSTRICT LIABILITY, OR REMOVAL ANY OTHER THEORY AND REGARDLESS OF COMPANY'S EQUIPMENT, WHETHER THE USE OR INABILITY TO USE THE BROADBAND SERVICES, OR THE USE OR INABILITY TO USE ANY THIRD PARTY SERVICES INCLUDING, BUT NOT LIMITED TO E911 SERVICE AND HOME SECURITY OR MEDICAL MONITORING SERVICE, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL SPECIAL CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT THERE FUND IS NEGLIGENCE ON THE PART OF COMPANY AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. 5.02 The Administrator may, from time to time, provide to the Trust services and products (“Special Third Party Services”) from external third party sources that are telecommunication carriers, Pricing Sources, data feed providers or other similar service providers (“Special Third Party Vendors”). IN The Trust acknowledges and agrees that the Special Third Party Services are confidential and proprietary trade secrets of the Special Third Party Vendors. Accordingly, the Trust shall honor requests by the Administrator and the Special Third Party Vendors to protect their proprietary rights in their data, information and property including requests that the Trust place copyright notices or other proprietary legends on printed matter, print outs, tapes, disks, film or any other medium of dissemination. The Trust further acknowledges and agrees that all Special Third Party Services are provided on an “AS IS WITH ALL FAULTS” basis solely for such the Trust’s internal use in connection with the receipt of the Services. The Trust may use Special Third Party Services as normally required on view-only screens and hard copy statements, reports and other documents necessary to support such the Trust’s investors, however the Trust shall not distribute any Special Third Party Services to other third parties. THE SPECIAL THIRD PARTY VENDORS AND THE ADMINISTRATOR MAKE NO EVENT WILL COMPANY'S LIABILITY EXCEED WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR ANY OTHER MATTER WITH RESPECT TO ANY OF THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE BROADBAND SPECIAL THIRD PARTY SERVICES. Customer agrees to defendNEITHER THE ADMINISTRATOR NOR THE SPECIAL THIRD PARTY VENDORS SHALL BE LIABLE FOR ANY DAMAGES SUFFERED BY THE FUND IN THE USE OF ANY OF THE SPECIAL THIRD PARTY SERVICES, indemnify INCLUDING, WITHOUT LIMITATION, LIABILITY FOR ANY INCIDENTAL, CONSEQUENTIAL OR SIMILAR DAMAGES. 5.03 The Trust shall indemnify, defend and hold harmless Companythe Administrator from and against and the Administrator shall have no liability in connection with any and all actions, its affiliates suits and Parent Corporationclaims, whether groundless or otherwise, and from and against any and all claims losses, damages, costs, charges, reasonable counsel fees and expensesdisbursements, payments, expenses and liabilities (including reasonable attorneys' feesinvestigation expenses) arising directly or indirectly out of: (i) any act or omission of the Administrator in carrying out its duties hereunder or as a result of the Administrator’s reliance upon any instructions, arising out notice or instrument that the Administrator believes is genuine and signed or presented by an authorized Person of the Trust; provided that this indemnification shall not apply to the extent any such loss, damage or related expense is caused by or arises from the Administrator’s gross negligence, bad faith, willful misconduct or fraud in the performance of the Services; (ii) any violation by the Trust or any agent of the Trust of any applicable investment policy, law or regulation, (iii) any misstatement or omission in Trust Materials or any the Trust Data; (iv) any breach by the Trust of any representation, warranty or agreement contained in this Agreement; (v) any act or omission of the Trust, the Trust’s former administrator prior to the Effective Date, a Special Third Party Vendor, the Trust’s other service providers (such as custodians, prime brokers, transfer agents, investment advisor and any sub-advisors; (vi) any pricing error caused by the failure of the Trust’s investment advisor or any sub-advisor to provide a trade ticket or for incorrect information included in any way trade ticket; or (vii) any act or omission of the Administrator as a result of the Administrator’s compliance with the Regulations, including, but not limited to, returning an investor or Authorized Participant’s investment or restricting the payment of redemption proceeds. 5.04 The Administrator may apply to the use Trust, the Trust’s sponsor or any Person acting on the Trust’s behalf at any time for instructions and may consult counsel for the Trust or the Trust’s sponsor or with accountants, counsel and other experts with respect to any matter arising in connection with the Administrator’s duties hereunder, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the advice of counsel, accountants or other experts. Also, the Administrator shall not be liable for actions taken pursuant to any document which it reasonably believes to be genuine and to have been signed by the proper Person or Persons. The Administrator shall not be held to have notice of any change of authority of any officer, employee or agent of the Broadband Services Trust until receipt of written notice thereof. To the extent that the Administrator consults with the Trust counsel pursuant to this provision, any such expense shall be borne by Customer the Trust. 5.05 The Administrator shall have no liability for its reliance on the Trust Data or otherwise arising out the performance or omissions of Customer's breach unaffiliated third parties such as, by way of example and not limitation, transfer agents, sub-transfer agents, custodians, prime brokers, placement agents, third party marketers, asset data service providers, investment advisors (including, without limitation, the sponsor) or sub-advisors, current or former third party service providers, Pricing Sources, software providers, printers, postal or delivery services, prior administrators, telecommunications providers and processing and settlement services. The Administrator may rely on and shall have no duty to investigate or confirm the accuracy or adequacy of any term information provided by any of the foregoing third parties. 5.06 The Administrator shall have no obligations with respect to any laws relating to the distribution, purchase or sale of Creation Units or underlying securities. Further, the Trust assumes full responsibility for the preparation, contents and distribution of its Trust Materials and its compliance with all applicable laws, rules, and regulations. 5.07 The indemnification rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation or Action with respect to which indemnification hereunder may ultimately be merited. If in any case the Trust is asked to indemnify or hold the Administrator harmless, the Administrator shall promptly advise the Trust of the pertinent facts concerning the situation in question, and the Administrator will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification, but failure to do so shall not affect the rights hereunder. If it is determined that Administrator was not entitled to indemnification (e.g., willful misconduct) it must repay advances or other expenses paid by the Trust. 5.08 The Trust shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust does not elect to assume the defense of a suit, it will reimburse the Administrator for the fees and expenses of any counsel retained by the Administrator. None of the parties hereto shall settle or compromise any action, suit, proceeding or claim if such settlement or compromise provides for an admission of liability on the part of the indemnified party without such indemnified party's written consent. 5.09 The provisions of this Section 5 shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREMENT, CUSTOMER AGREES THAT ALL BROADBAND SERVICES ARE PROVIDED BY COMPANY ON AN "AS IS" XXXXXXXX XXXX AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NON INFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT SUCH SERVICES WILL BE ERROR FREE. COMPANY MAKES NO WARRANTY THAT THE BROADBAND SERVICES WILL BE UNINTERRUPTED, OR WILL SECURE CUSTOMER'S COMPUTER FROM THIRD PARTY UNAUTHORIZED ACCESS OR MONITORING. CUSTOMER AGREES THAT ALL USE OF THE BROADBAND SERVICES IS AT CUSTOMER'S SOLE RISK AND CUSTOMER EXPRESSLY ACKNOWLEDGES AND ACCEPTS THE BROADBAND SERVICES KNOWING THAT SUCH SERVICES ARE SUBJECT TO INTERRUPTION FROM POWER OUTAGES AND EQUIPMENT FAILURES. IN NO EVENT WILL COMPANY, ITS AFFILIATES SHALL HAVE NO LIABILITY TO CUSTOMER FOR ANY DAMAGES WHATSOEVER RELATED TO THE PRODUCT OR PARENT CORPORATION, BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THE INSTALLATION, REPAIR, REPLACEMENT, OR REMOVAL OF COMPANY'S EQUIPMENT, THE USE OR INABILITY TO USE THE BROADBAND SERVICES, OR THE USE OR INABILITY TO USE ANY THIRD PARTY SERVICES INCLUDING, BUT NOT LIMITED TO E911 SERVICE AND HOME SECURITY OR MEDICAL MONITORING SERVICERESULTS GENERATED THEREBY, INCLUDING ANY DIRECTAMOUNTS REPRESENTING CONSEQUENTIAL DAMAGES, INDIRECTINDIRECT DAMAGES, INCIDENTAL SPECIAL CONSEQUENTIAL DAMAGES, LOSS OF PROFIT, LOSS OF BUSINESS, EXEMPLARY DAMAGES, OR PUNITIVE DAMAGES, WHETHER INCLUDING COSTS OR NOT THERE IS NEGLIGENCE ON THE PART OF COMPANY DAMAGES RELATED TO PRODUCT RECALLS, PROGRAM DEVELOPMENT/PRODUCTION DELAYS, WORK STOPPAGES, OR PRODUCT LIABILITY. CUSTOMER AGREES TO INDEMNIFY XXXXXXXX XXXX AND WHETHER ITS AFFILIATES FROM AND AGAINST ANY AND ALL THIRD PARTY CLAIMS AND DAMAGES INCURRED BY XXXXXXXX XXXX, INCLUDING ATTORNEYS’ FEES RELATED THERETO, THAT ARISE OR NOT COMPANY HAS BEEN ADVISED RESULT FROM AUTHORIZED OR UNAUTHORIZED USE, MISUSE OR OPERATION OF THE POSSIBILITY OF ANY SUCH DAMAGES. IN NO EVENT WILL COMPANY'S LIABILITY EXCEED THE AMOUNT ACTUALLY PAID PRODUCT BY CUSTOMER FOR OR BY ANYONE TO WHOM CUSTOMER PROVIDED THE BROADBAND SERVICESPRODUCT. Any claim by Customer agrees to defend, indemnify and hold harmless Company, its affiliates and Parent Corporation, from and against any and all claims and expenses, including reasonable attorneys' fees, arising out of or related in any way with reference to the use Products sold pursuant to the Purchase Order shall be deemed waived by the Customer unless submitted in writing to Xxxxxxxx Xxxx within the earlier of (i) five (5) days following the date Customer discovered, or by reasonable inspection should have discovered, any claimed breach of the Broadband Services by Customer foregoing warranty, or otherwise arising out (ii) thirty (30) days following the date of Customer's shipment. Any cause of action for breach of any term of the Agreementforegoing warranty shall be brought within one (1) year from the date the alleged breach was discovered or should have been discovered, whichever occurs first.

Limitation of Liability and Indemnification. CUSTOMER AGREES THAT ALL BROADBAND SERVICES 5.01 THE DUTIES OF THE ADMINISTRATOR SHALL BE CONFINED TO THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT. AND NO IMPLIED DUTIES ARE PROVIDED ASSUMED BY COMPANY ON AN "OR MAY BE ASSERTED AGAINST THE ADMINISTRATOR. EXCEPT TO THE EXTENT ARISING OUT OF THE ADMINISTRATOR'S BAD FAITH, FRAUD, GROSS NEGLIGENCE (AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KINDDEFINED HEREIN), EITHER EXPRESS WILLFUL MISCONDUCT OR IMPLIEDCRIMINAL MISCONDUCT WHEN PROVIDING THE SERVICES, INCLUDING BUT NOT THE ADMINISTRATOR'S AGGREGATE LIABILITY TO THE TRUST WILL BE LIMITED TO WARRANTIES MONETARY DAMAGES MUTUALLY AGREED UPON FROM TIME TO TIME IN A SEPARATE WRITING EXECUTED BY THE PARTIES / NOT TO EXCEED THE AMOUNT OF TITLEFEES PAID HEREUNDER DURING THE THREE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE FIRST SUCH CLAIM TO OCCUR. For the avoidance of doubt, NON INFRINGEMENT OR IMPLIED WARRANTIES the Administrator shall not be responsible for any breach in the performance of its obligations under this Agreement due to (i) the failure or delay of the Trust or either of its respective agents to perform its obligations under this Agreement or (ii) the Administrator's reliance on Trust Data. Each party shall have the duty to mitigate its damages for which another party may become responsible. As used in this Section 5, the term "Administrator" shall include the officers, directors, employees, affiliates and agents of the Administrator as well as that entity itself. NOTWITHSTANDING ANY OTHER PROVISION OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSETHIS AGREEMENT TO THE CONTRARY, OR THAT SUCH SERVICES WILL BE ERROR FREE. COMPANY MAKES NO WARRANTY THAT THE BROADBAND SERVICES WILL BE UNINTERRUPTED, OR WILL SECURE CUSTOMER'S COMPUTER FROM THIRD PARTY UNAUTHORIZED ACCESS OR MONITORING. CUSTOMER AGREES THAT ALL USE OF THE BROADBAND SERVICES IS AT CUSTOMER'S SOLE RISK AND CUSTOMER EXPRESSLY ACKNOWLEDGES AND ACCEPTS THE BROADBAND SERVICES KNOWING THAT SUCH SERVICES ARE SUBJECT TO INTERRUPTION FROM POWER OUTAGES AND EQUIPMENT FAILURES. IN NO EVENT WILL COMPANY, ITS AFFILIATES OR PARENT CORPORATION, SHALL THE ADMINISTRATOR BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR OTHER NON DIRECT DAMAGES OF ANY KINDKIND WHETHER SUCH LIABILITY IS PREDICATED ON CONTRACT, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THE INSTALLATION, REPAIR, REPLACEMENTSTRICT LIABILITY, OR REMOVAL ANY OTHER THEORY AND REGARDLESS OF COMPANY'S EQUIPMENT, WHETHER THE USE OR INABILITY TO USE THE BROADBAND SERVICES, OR THE USE OR INABILITY TO USE ANY THIRD PARTY SERVICES INCLUDING, BUT NOT LIMITED TO E911 SERVICE AND HOME SECURITY OR MEDICAL MONITORING SERVICE, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL SPECIAL CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT THERE TRUST IS NEGLIGENCE ON THE PART OF COMPANY AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. 5.02 The Administrator may, from time to time, provide to the Trust services and products ("Special Third Party Services") from external third party sources that are telecommunication carriers, Pricing Sources, data feed providers or other similar service providers ("Special Third Party Vendors"). IN The Trust acknowledges and agrees that the Special Third Party Services are confidential and proprietary trade secrets of the Special Third Party Vendors. Accordingly, the Trust shall honor requests by the Administrator and the Special Third Party Vendors to protect their proprietary rights in their data, information and property including requests that the Trust place copyright notices or other proprietary legends on printed matter, print outs, tapes, disks, film or any other medium of dissemination. The Trust further acknowledges and agrees that all Special Third Party Services are provided on an "AS IS WITH ALL FAULTS" basis solely for such Trust's internal use, and as an aid in connection with the receipt of the Services. The Trust may use Special Third Party Services as normally required on view-only screens and hard copy statements, reports and other documents necessary to support such Trust's investors, however the Trust shall not distribute any Special Third Party Services to other third parties. THE SPECIAL THIRD PARTY VENDORS AND THE ADMINISTRATOR MAKE NO EVENT WILL COMPANY'S LIABILITY EXCEED WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR ANY OTHER MATTER WITH RESPECT TO ANY OF THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE BROADBAND SPECIAL THIRD PARTY SERVICES. Customer agrees to defendNEITHER THE ADMINISTRATOR NOR THE SPECIAL THIRD PARTY VENDORS SHALL BE LIABLE FOR ANY DAMAGES SUFFERED BY THE TRUST IN THE USE OF ANY OF THE SPECIAL THIRD PARTY SERVICES, indemnify INCLUDING, WITHOUT LIMITATION, LIABILITY FOR ANY INCIDENTAL, CONSEQUENTIAL OR SIMILAR DAMAGES. SEl-328650 5.03 Trust shall indemnify, defend and hold harmless Companythe Administrator from and against and the Administrator shall have no liability in connection with any and all actions, its affiliates suits and Parent Corporationclaims, whether groundless or otherwise, and from and against any and all claims losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of: (i) any act or omission of the Administrator in carrying out its duties hereunder or as a result of the Administrator's reliance upon any instructions, notice or instrument that the Administrator believes is genuine and signed or presented by an authorized Person of Trust; provided that this indemnification shall not apply if any such loss, damage or expense is caused by or arises from the Administrator's bad faith, fraud, Gross Negligence, willful misconduct or criminal misconduct in the performance of the Services; (ii) any violation by Trust or Trust's sponsor of any applicable investment policy, law or regulation, (iii) any misstatement or omission in the Trust Materials or any Trust Data; (iv) any breach by Trust of any representation, warranty or agreement contained in this Agreement; (v) any act or omission of Trust, the Trust's former administrator, a Special Third Party Vendor, the Trust's other service providers (such as custodians, prime brokers, transfer agents, investment advisors and sub-advisers); (vi) any pricing error caused by the failure of the Trust's investment adviser or sub-adviser to provide a trade ticket or for incorrect information included in any trade ticket; or (vii) any act or omission of the Administrator as a result of the Administrator's compliance with the Regulations, including, but not limited to, returning an investor's Investment or restricting the payment of redemption proceeds. 5.04 To the extent that a Fund receives Special Third Party Services from Interactive Data Corporation ("IDC"), such Fund shall indemnify and hold harmless IDC and its suppliers from any and all losses, damages, liability, costs, including reasonable attorneys' attorney's fees, resulting directly or indirectly from any claim or demand against IDC by a third party arising out of of, derived from, or related to the accuracy or completeness of any such Special Third Party Services received by a Fund. IDC shall not be liable for any claim or demand against a Fund by any third party. SEl-328650 5.05 The Administrator may apply to Trust, Trust's sponsor or any Person acting on Trust's behalf at any time for instructions and may consult counsel for Trust or Trust's sponsor or with accountants, counsel and other experts with respect to any matter arising in connection with the Administrator's duties hereunder, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the advice of counsel, accountants or other experts. Also, the Administrator shall not be liable for actions taken pursuant to any document which it reasonably believes to be genuine and to have been signed by the proper Person or Persons. The Administrator shall not be held to have notice of any change of authority of any officer, employee or agent of Trust until receipt of written notice thereof. To the extent that the Administrator consults with Trust counsel pursuant to this provision, any such expense shall be borne by Trust. 5.06 The Administrator shall have no liability for its reliance on Trust Data or the performance or omissions of unaffiliated third parties such as, by way of example and not limitation, transfer agents, sub-transfer agents, custodians, prime brokers, placement agents, third party marketers, asset data service providers, investment advisers (including, without limitation, the Sponsor) or sub-advisers, current or former third party service providers, Pricing Sources, software providers, printers, postal or delivery services, prior administrators, telecommunications providers and processing and settlement services. The Administrator may rely on and shall have no duty to investigate or confirm the accuracy or adequacy of any information provided by any of the foregoing third parties. 5.07 The Administrator shall have no obligations with respect to any laws relating to the distribution, purchase or sale of Shares. Further, Trust assumes full responsibility for the preparation, contents and distribution of its Trust Materials and its compliance with any applicable laws, rules, and regulations. 5.08 The indemnification rights afforded to Administrator hereunder shall include the right to reasonable advances of defense expenses on an as-incurred basis in the event of any pending or threatened litigation or Action with respect to which indemnification hereunder may ultimately be merited. If in any way case Trust is asked to indemnify or hold the Administrator harmless, the Administrator shall promptly advise Trust of the pertinent facts concerning the situation in question, and the Administrator will use all reasonable care to identify and notify Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification, but failure to do so shall not affect the rights hereunder. 5.09 Trust shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by Trust and satisfactory to the use Administrator, whose approval shall not be unreasonably withheld. In the event that Trust elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If Trust does not elect to assume the defense of a suit, it will advance to the Administrator the fees and expenses of any counsel retained by the Administrator. None of the Broadband Services by Customer parties hereto shall settle or otherwise arising out compromise any action, suit, proceeding or claim if such settlement or compromise provides for an admission of Customer's breach of any term liability on the part of the indemnified party without such indemnified party's written consent. 5.10 THE TRUST AND THE ADMINISTRATOR HAVE FREELY AND OPENLY NEGOTIATED THIS AGREEMENT, INCLUDING THE PRICING, WITH THE KNOWLEDGE THAT THE LIABILITY OF THE PARTIES IS TO BE LIMITED IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT. SEl-328650 5.11 The provisions of this Section 5 shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. CUSTOMER AGREES THAT ALL BROADBAND SERVICES ARE PROVIDED EXCEPT AS PROHIBITED BY LAW, I WILL HOLD COMPANY ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS HARMLESS FOR ANY KINDINDIRECT, EITHER EXPRESS OR IMPLIEDPUNITIVE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLESPECIAL, NON INFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSEINCIDENTAL, OR THAT SUCH SERVICES WILL BE ERROR FREE. COMPANY MAKES NO WARRANTY THAT THE BROADBAND SERVICES WILL BE UNINTERRUPTEDCONSEQUENTIAL DAMAGE, HOWEVER IT ARISES (INCLUDING ATTORNEYS' FEES AND ALL RELATED COSTS AND EXPENSES OF LITIGATION AND ARBITRATION, OR WILL SECURE CUSTOMER'S COMPUTER FROM THIRD PARTY UNAUTHORIZED ACCESS AT TRIAL OR MONITORING. CUSTOMER AGREES THAT ALL USE ON APPEAL, IF ANY, WHETHER OR NOT LITIGATION OR ARBITRATION IS INSTITUTED), WHETHER IN AN ACTION OF THE BROADBAND SERVICES IS AT CUSTOMER'S SOLE RISK AND CUSTOMER EXPRESSLY ACKNOWLEDGES AND ACCEPTS THE BROADBAND SERVICES KNOWING THAT SUCH SERVICES ARE SUBJECT TO INTERRUPTION FROM POWER OUTAGES AND EQUIPMENT FAILURES. IN NO EVENT WILL COMPANYCONTRACT, ITS AFFILIATES NEGLIGENCE, OR PARENT CORPORATIONOTHER TORTIOUS ACTION, BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, OR ARISING OUT OF OR IN CONNECTION WITH THE INSTALLATIONTHIS AGREEMENT, REPAIRINCLUDING WITHOUT LIMITATION ANY CLAIM FOR PERSONAL INJURY OR PROPERTY DAMAGE, REPLACEMENTARISING FROM THIS AGREEMENT AND ANY VIOLATION BY ME OF ANY FEDERAL, STATE, OR REMOVAL OF COMPANY'S EQUIPMENTLOCAL LAWS, THE USE OR INABILITY TO USE THE BROADBAND SERVICESSTATUTES, RULES, OR THE USE OR INABILITY TO USE ANY THIRD PARTY SERVICES INCLUDINGREGULATIONS, BUT NOT LIMITED TO E911 SERVICE AND HOME SECURITY OR MEDICAL MONITORING SERVICE, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL SPECIAL CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT THERE IS NEGLIGENCE ON THE PART OF COMPANY AND WHETHER OR NOT EVEN IF COMPANY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGE. EXCEPT AS PROHIBITED BY LAW, IF THERE IS LIABILITY FOUND ON THE PART OF COMPANY, IT WILL BE LIMITED TO THE AMOUNT PAID FOR THE PRODUCTS AND/OR SERVICES AND UNDER NO CIRCUMSTANCES WILL THERE BE CONSEQUENTIAL OR PUNITIVE DAMAGES. IN NO EVENT WILL COMPANY'S LIABILITY EXCEED SOME STATES DO NOT ALLOW THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR EXCLUSION OR LIMITATION OF PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE BROADBAND SERVICESPRIOR LIMITATION OR EXCLUSION MAY NOT APPLY TO ME. Customer agrees to defend, indemnify and hold harmless Company, its affiliates and Parent Corporation, from and against any and all claims and expenses, including reasonable attorneys' fees, arising out of or related in any way to the use of the Broadband Services by Customer or otherwise arising out of Customer's breach of any term of the AgreementTHIS PARAGRAPH DOES NOT APPLY TO NORTH CAROLINA CONSUMERS.

Limitation of Liability and Indemnification. AS AN EXPRESS CONDITION TO USING THE LICENSED SOFTWARE, CUSTOMER AGREES THAT ALL BROADBAND SERVICES ARE PROVIDED BY COMPANY ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NON INFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT SUCH SERVICES WILL BE ERROR FREE. COMPANY MAKES NO WARRANTY THAT THE BROADBAND SERVICES WILL BE UNINTERRUPTED, OR WILL SECURE CUSTOMER'S COMPUTER FROM THIRD PARTY UNAUTHORIZED ACCESS OR MONITORING. CUSTOMER AGREES THAT ALL USE OF THE BROADBAND SERVICES IS AT CUSTOMER'S SOLE RISK AND CUSTOMER EXPRESSLY ACKNOWLEDGES AND ACCEPTS AGREES THAT, TO THE BROADBAND SERVICES KNOWING THAT SUCH SERVICES ARE SUBJECT TO INTERRUPTION FROM POWER OUTAGES AND EQUIPMENT FAILURES. MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY, LICENSOR OR ITS AFFILIATES OR PARENT CORPORATION, REPRESENTATIVES BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOST OR CORRUPTED DATA, LOSS OF PROFITS, PRIVACY, USE, BUSINESS, OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY OR PROPERTY DAMAGE, FOR FAILURE TO MEET ANY KINDDUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, UNDER FOR NEGLIGENCE, AND FOR ANY LEGAL THEORY, OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN CONNECTION WITH THE INSTALLATION, REPAIR, REPLACEMENT, OR REMOVAL OF COMPANY'S EQUIPMENT, THE RELATED TO CUSTOMER’S USE OR INABILITY TO USE THE BROADBAND LICENSED SOFTWARE, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATION, SOFTWARE, AND RELATED CONTENT THROUGH THE LICENSED SOFTWARE OR OTHERWISE ARISING OUT OF THE USE OF THE LICENSED SOFTWARE, OR INABILITY TO USE OTHERWISE UNDER OR IN CONNECTION WITH ANY THIRD PARTY SERVICES INCLUDINGPROVISION OF THIS XXXX, BUT NOT LIMITED TO E911 SERVICE HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND HOME SECURITY OR MEDICAL MONITORING SERVICE, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL SPECIAL CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT THERE IS NEGLIGENCE ON THE PART OF COMPANY AND WHETHER OR NOT COMPANY EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE FOREGOING LIMITATION OF LIABILITY, SO THAT LIMITATION MAY NOT FULLY APPLY. NOTWITHSTANDING ANY SUCH DAMAGESDAMAGES THAT CUSTOMER MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING ALL DAMAGES REFERENCED IN THIS XXXX AND ALL DIRECT OR GENERAL DAMAGES IN CONTRACT, TORT, OR ANYTHING ELSE), THE ENTIRE LIABILITY OF LICENSOR AND ITS AFFILIATES AND REPRESENTATIVES UNDER ANY PROVISION OF THIS XXXX AND CUSTOMER’S EXCLUSIVE REMEDY UNDER THIS EULA WILL BE LIMITED TO THE PAYMENT OF THE GREATER OF THE DIRECT DAMAGES INCURRED IN REASONABLE RELIANCE ON THE LICENSED SOFTWARE UP TO THE ACTUAL LICENSE FEE PAID OR U.S. $5.00. IN NO EVENT WILL COMPANY'S THE TOTAL LIABILITY OF LICENSOR AND ITS AFFILIATES AND REPRESENTATIVES FOR ALL DAMAGES EXCEED THE AMOUNT ACTUALLY OF THE LICENSE FEE PAID TO USE THE LICENSED SOFTWARE. AS AN EXPRESS CONDITION TO USING THE LICENSED SOFTWARE, CUSTOMER AGREES TO INDEMNIFY LICENSOR AND ITS AFFILIATES AND REPRESENTATIVES FROM AND AGAINST ANY AND ALL THIRD PARTY CLAIMS AND DAMAGES INCURRED BY LICENSOR, INCLUDING REASONABLE ATTORNEYS’ FEES, ARISING FROM OR RELATED TO THE AUTHORIZED OR UNAUTHORIZED USE OR MISUSE OR OPERATION OF THE LICENSED SOFTWARE BY CUSTOMER FOR OR BY ANYONE TO WHOM CUSTOMER PROVIDED THE BROADBAND SERVICES. Customer agrees to defend, indemnify and hold harmless Company, its affiliates and Parent Corporation, from and against any and all claims and expenses, including reasonable attorneys' fees, arising out of or related in any way to the use of the Broadband Services by Customer or otherwise arising out of Customer's breach of any term of the AgreementLICENSED SOFTWARE.

Limitation of Liability and Indemnification. CUSTOMER AGREES THAT 19.1 ANNEX B, EXCEPT AS OTHERWISE PROVIDED IN LETTERS OF AGREEMENT XX. 0, 0, 0 XXX 00 XXXXXX, XXXXXXXXXXX SETS FORTH BRAD'S OBLIGATIONS WITH RESPECT TO ANY NON-CONFORMANCE OF THE AIRCRAFT WITH THE SPECIFICATION OR ANY DEFECT IN THE AIRCRAFT AND THE OBLIGATIONS AND LIABILITIES OF XXXX UNDER THE AFORESAID ARE ACCEPTED BY BUYER TO BE EXCLUSIVE AND IN LIEU OF, AND BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL BROADBAND SERVICES ARE PROVIDED BY COMPANY ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KINDOTHER REMEDIES, EITHER WARRANTIES, GUARANTEES, OBLIGATIONS, REPRESENTATIONS OR LIABILITIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED OF XXXX AND ITS AFFILIATES WITH RESPECT TO WARRANTIES DEFECTS IN EACH AIRCRAFT OR PART THEREOF, PRODUCT, DOCUMENT OR SERVICE DELIVERED OR PROVIDED UNDER THIS AGREEMENT, ARISING IN FACT, IN LAW, IN CONTRACT, IN TORT, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, A. ANY IMPLIED WARRANTY OF TITLE, NON INFRINGEMENT CONDITION OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSEFITNESS; B. ANY IMPLIED WARRANTY OR CONDITION ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR THAT SUCH SERVICES WILL BE ERROR FREE. COMPANY MAKES NO WARRANTY THAT USAGE OF TRADE; C. ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE BROADBAND SERVICES WILL BE UNINTERRUPTEDACTIVE, PASSIVE OR WILL SECURE CUSTOMER'S COMPUTER FROM THIRD PARTY UNAUTHORIZED ACCESS IMPUTED NEGLIGENCE OR MONITORING. CUSTOMER AGREES THAT ALL STRICT PRODUCTS LIABILITY OF XXXX OR ITS AFFILIATES, BY REASON OF THE DESIGN, MANUFACTURE, SALE, REPAIR, LEASE OR USE OF THE BROADBAND AIRCRAFT OR PRODUCT AND SERVICES IS AT CUSTOMER'S SOLE RISK DELIVERED HEREUNDER; AND D. ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OF OR DAMAGE TO ANY AIRCRAFT OR PART THEREOF, ANY XXXX PARTS, ANY POWER PLANT PARTS, ANY VENDOR PARTS, ANY SPARE PARTS OR ANY TECHNICAL DATA. 19.2 BUYER HEREBY RELEASES AND CUSTOMER EXPRESSLY ACKNOWLEDGES AGREES TO DEFEND, INDEMNIFY AND ACCEPTS THE BROADBAND SERVICES KNOWING THAT SUCH SERVICES ARE SUBJECT TO INTERRUPTION FROM POWER OUTAGES AND EQUIPMENT FAILURES. IN NO EVENT WILL COMPANYHOLD HARMLESS XXXX, ITS AFFILIATES SUBSIDIARIES, AFFILIATES, SUBCONTRACTORS AND LESSORS, AND THEIR RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS AND AGENTS, AND EACH OF THEM (THE "INDEMNIFIED PARTIES"), FROM AND AGAINST ALL LIABILITIES, CLAIMS, DAMAGES, LOSSES, COSTS AND EXPENSES FOR LOSS OF OR PARENT CORPORATIONDAMAGE TO PROPERTY INCLUDING ANY AIRCRAFT, BE LIABLE FOR DAMAGES AND LOSS OF USE THEREOF, OR INJURIES TO OR DEATH OF ANY KINDAND ALL PERSONS (INCLUDING BUYER'S DIRECTORS, UNDER ANY LEGAL THEORYOFFICERS, AGENTS AND EMPLOYEES BUT EXCLUDING BRAD'S DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES), ARISING DIRECTLY OR INDIRECTLY OUT OF OR IN CONNECTION WITH THE INSTALLATION, REPAIR, REPLACEMENT, OR REMOVAL OF COMPANY'S EQUIPMENT, THE USE OR INABILITY TO USE THE BROADBAND SERVICES, OR THE USE OR INABILITY TO USE ANY THIRD PARTY SERVICES INCLUDING, BUT NOT LIMITED TO E911 SERVICE AND HOME SECURITY OR MEDICAL MONITORING SERVICE, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL SPECIAL CONSEQUENTIAL OR PUNITIVE DAMAGES, PROVIDED UNDER ANNEX A WHETHER OR NOT THERE IS CAUSED BY THE ACTIVE, PASSIVE OR IMPUTED NEGLIGENCE ON THE PART OF COMPANY AND WHETHER OR NOT COMPANY HAS BEEN ADVISED STRICT PRODUCTS LIABILITY OF THE POSSIBILITY INDEMNIFIED PARTIES. THE FOREGOING SHALL NOT APPLY WHERE SUCH LOSSES OR DAMAGES ARE CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE INDEMNIFIED PARTIES. 19.3 NOTHING CONTAINED IN ARTICLE 19.1 OR 19.2 ABOVE SHALL CONSTITUTE A WAIVER OR RELEASE OR RENUNCIATION OF, OR INDEMNITY FOR, ANY LOSSES, DAMAGES OR CLAIMS, BY BUYER AGAINST XXXX FOR CONTRIBUTION TOWARD THIRD-PARTY BODILY INJURY OR PROPERTY DAMAGE CLAIMS BASED ON PRODUCT LIABILITY THEORIES TO THE EXTENT OF BRAD'S RELATIVE PERCENTAGE OF THE TOTAL FAULT OR OTHER LEGAL RESPONSIBILITY OF PERSONS CAUSING SUCH DAMAGES. IN NO EVENT WILL COMPANY'S LIABILITY EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE BROADBAND SERVICES. Customer agrees to defend, indemnify and hold harmless Company, its affiliates and Parent Corporation, from and against any and all claims and expenses, including reasonable attorneys' fees, arising out of or related in any way to the use of the Broadband Services by Customer or otherwise arising out of Customer's breach of any term of the AgreementBODILY INJURY OR PROPERTY DAMAGE.

Limitation of Liability and Indemnification. CUSTOMER AGREES THAT ALL BROADBAND SERVICES 5.01 THE DUTIES OF THE ADMINISTRATOR SHALL BE CONFINED TO THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT, AND NO IMPLIED DUTIES ARE PROVIDED ASSUMED BY COMPANY ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OR MAY BE ASSERTED AGAINST THE ADMINISTRATOR. EXCEPT TO THE EXTENT ARISING OUT OF ANY KINDTHE ADMINISTRATOR’S BAD FAITH, EITHER EXPRESS FRAUD, RECKLESSNESS, WILLFUL MISCONDUCT OR IMPLIEDCRIMINAL MISCONDUCT WHEN PROVIDING THE SERVICES, INCLUDING BUT NOT THE ADMINISTRATOR’S AGGREGATE LIABILITY TO THE FUND WILL BE LIMITED TO WARRANTIES MONETARY DAMAGES NOT TO EXCEED THE AMOUNT OF TITLEFEES PAID HEREUNDER DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE FIRST SUCH CLAIM TO OCCUR. For the avoidance of doubt, NON INFRINGEMENT OR IMPLIED WARRANTIES the Administrator shall not be responsible for any breach in the performance of its obligations under this Agreement due to (i) the failure or delay of the Trust or its agents to perform its obligations under this Agreement or (ii) the Administrator’s reliance on the Trust Data. Each party shall have the duty to mitigate its damages for which another party may become responsible. As used in this Section 5, the term “Administrator” shall include the officers, directors, employees, affiliates and agents of the Administrator as well as that entity itself. NOTWITHSTANDING ANY OTHER PROVISION OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSETHIS AGREEMENT TO THE CONTRARY, OR THAT SUCH SERVICES WILL BE ERROR FREE. COMPANY MAKES NO WARRANTY THAT THE BROADBAND SERVICES WILL BE UNINTERRUPTED, OR WILL SECURE CUSTOMER'S COMPUTER FROM THIRD PARTY UNAUTHORIZED ACCESS OR MONITORING. CUSTOMER AGREES THAT ALL USE OF THE BROADBAND SERVICES IS AT CUSTOMER'S SOLE RISK AND CUSTOMER EXPRESSLY ACKNOWLEDGES AND ACCEPTS THE BROADBAND SERVICES KNOWING THAT SUCH SERVICES ARE SUBJECT TO INTERRUPTION FROM POWER OUTAGES AND EQUIPMENT FAILURES. IN NO EVENT WILL COMPANY, ITS AFFILIATES OR PARENT CORPORATION, SHALL THE ADMINISTRATOR BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR OTHER NON-DIRECT DAMAGES OF ANY KINDKIND WHETHER SUCH LIABILITY IS PREDICATED ON CONTRACT, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THE INSTALLATION, REPAIR, REPLACEMENTSTRICT LIABILITY, OR REMOVAL ANY OTHER THEORY AND REGARDLESS OF COMPANY'S EQUIPMENT, WHETHER THE USE OR INABILITY TO USE THE BROADBAND SERVICES, OR THE USE OR INABILITY TO USE ANY THIRD PARTY SERVICES INCLUDING, BUT NOT LIMITED TO E911 SERVICE AND HOME SECURITY OR MEDICAL MONITORING SERVICE, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL SPECIAL CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT THERE FUND IS NEGLIGENCE ON THE PART OF COMPANY AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. 5.02 The Administrator may, from time to time, provide to the Trust services and products (“Special Third Party Services”) from external third party sources that are Pricing Sources or other similar service providers (“Special Third Party Vendors”). IN The Trust acknowledges and agrees that the Special Third Party Services are confidential and proprietary trade secrets of the Special Third Party Vendors. Accordingly, the Trust shall honor requests by the Administrator and the Special Third Party Vendors to protect their proprietary rights in their data, information and property including requests that the Trust place copyright notices or other proprietary legends on printed matter, print outs, tapes, disks, film or any other medium of dissemination. The Trust further acknowledges and agrees that all Special Third Party Services are provided on an “AS IS WITH ALL FAULTS” basis solely for the Trust’s internal use, and as an aid in connection with the receipt of the Services. The Trust may use Special Third Party Services as normally required on view-only screens and hard copy statements, reports and other documents necessary to support the Trust’s investors, however the Trust shall not distribute any Special Third Party Services to other third parties. THE SPECIAL THIRD PARTY VENDORS AND THE ADMINISTRATOR MAKE NO EVENT WILL COMPANY'S LIABILITY EXCEED WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR ANY OTHER MATTER WITH RESPECT TO ANY OF THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE BROADBAND SPECIAL THIRD PARTY SERVICES. Customer agrees to defendNEITHER THE ADMINISTRATOR NOR THE SPECIAL THIRD PARTY VENDORS SHALL BE LIABLE FOR ANY DAMAGES SUFFERED BY THE FUND IN THE USE OF ANY OF THE SPECIAL THIRD PARTY SERVICES, indemnify INCLUDING, WITHOUT LIMITATION, LIABILITY FOR ANY INCIDENTAL, CONSEQUENTIAL OR SIMILAR DAMAGES. 5.03 The Trust shall indemnify, defend and hold harmless Companythe Administrator from and against and the Administrator shall have no liability in connection with any and all actions, its affiliates suits and Parent Corporationclaims, whether groundless or otherwise, and from and against any and all claims losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of: (i) any act or omission of the Administrator in carrying out its duties hereunder or as a result of the Administrator’s reliance upon any instructions, notice or instrument that the Administrator believes is genuine and signed or presented by an authorized Person of the Trust; provided that this indemnification shall not apply if any such loss, damage or expense is caused by or arises from the Administrator’s bad faith, fraud, recklessness, willful misconduct or criminal misconduct in the performance of the Services; (ii) any violation by the Trust or any agent of the Trust of any applicable investment policy, law or regulation, (iii) any misstatement or omission in Trust Materials or any the Trust Data; (iv) any breach by the Trust of any representation, warranty or agreement contained in this Agreement; (v) any act or omission of the Trust, a Special Third Party Vendor, the Trust’s other service providers (such as custodians, prime brokers, transfer agents, investment advisers and sub-adviser(s); (vi) any pricing error caused by the failure of the Trust’s investment adviser or sub-adviser to provide a trade ticket or for incorrect information included in any trade ticket; or (vii) any act or omission of the Administrator as a result of the Administrator’s compliance with the Regulations, including, but not limited to, returning an investor or Authorized Participant’s investment or restricting the payment of redemption proceeds. 5.04 To the extent that the Trust receives Special Third Party Services from Interactive Data Corporation (“IDC”), the Trust shall indemnify and hold harmless IDC and its suppliers from any and all losses, damages, liability, costs, including reasonable attorneys' attorney’s fees, resulting directly or indirectly from any claim or demand against IDC by a third party arising out of of, derived from, or related to the accuracy or completeness of any such Special Third Party Services received by the Trust. IDC shall not be liable for any claim or demand against the Trust by any third party. 5.05 The Administrator may apply to the Trust, the Trust’s sponsor or any Person acting on the Trust’s behalf at any time for instructions and may consult counsel for the Trust or the Trust’s sponsor or with accountants, counsel and other experts with respect to any matter arising in connection with the Administrator’s duties hereunder, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the advice of counsel, accountants or other experts. Also, the Administrator shall not be liable for actions taken pursuant to any document which it reasonably believes to be genuine and to have been signed by the proper Person or Persons. The Administrator shall not be held to have notice of any change of authority of any officer, employee or agent of the Trust until receipt of written notice thereof. To the extent that the Administrator consults with the Trust counsel pursuant to this provision, any such expense shall be borne by the Trust. 5.06 The Administrator shall have no liability for its reliance on the Trust Data or the performance or omissions of unaffiliated third parties such as, by way of example and not limitation, transfer agents, sub-transfer agents, custodians, prime brokers, placement agents, third party marketers, asset data service providers, investment advisers (including, without limitation, the sponsor) or sub-advisers, current or former third party service providers, Pricing Sources, software providers, printers, postal or delivery services, prior administrators, telecommunications providers and processing and settlement services. The Administrator may rely on and shall have no duty to investigate or confirm the accuracy or adequacy of any information provided by any of the foregoing third parties. 5.07 The Administrator shall have no obligations with respect to any laws relating to the distribution, purchase or sale of Creation Units or underlying securities. Further, the Trust assumes full responsibility for the preparation, contents and distribution of its Trust Materials and its compliance with all applicable laws, rules, and regulations. 5.08 The indemnification rights hereunder shall include the right to reasonable advances of defense expenses on an as-incurred basis in the event of any pending or threatened litigation or Action with respect to which indemnification hereunder may ultimately be merited. If in any way case the Trust is asked to indemnify or hold the Administrator harmless, the Administrator shall promptly advise the Trust of the pertinent facts concerning the situation in question, and the Administrator will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification, but failure to do so shall not affect the rights hereunder. 5.09 The Trust shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the use Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust does not elect to assume the defense of a suit, it will advance to the Administrator the fees and expenses of any counsel retained by the Administrator. None of the Broadband Services by Customer parties hereto shall settle or otherwise arising out compromise any action, suit, proceeding or claim if such settlement or compromise provides for an admission of Customer's breach of any term liability on the part of the indemnified party without such indemnified party's written consent. 5.10 The provisions of this Section 5 shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. CUSTOMER AGREES THAT ALL BROADBAND SERVICES ARE PROVIDED BY COMPANY ON AN "“AS IS" ” AND "“AS AVAILABLE" ” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NON INFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT SUCH SERVICES WILL BE ERROR FREE. COMPANY MAKES NO WARRANTY THAT THE BROADBAND SERVICES WILL BE UNINTERRUPTED, OR WILL SECURE CUSTOMER'S ’S COMPUTER FROM THIRD PARTY UNAUTHORIZED ACCESS OR MONITORING. CUSTOMER AGREES THAT ALL USE OF THE BROADBAND SERVICES IS AT CUSTOMER'S ’S SOLE RISK AND CUSTOMER EXPRESSLY ACKNOWLEDGES AND ACCEPTS THE BROADBAND SERVICES KNOWING THAT SUCH SERVICES ARE SUBJECT TO INTERRUPTION FROM POWER OUTAGES AND EQUIPMENT FAILURES. IN NO EVENT WILL COMPANY, ITS AFFILIATES OR PARENT CORPORATION, BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THE INSTALLATION, REPAIR, REPLACEMENT, OR REMOVAL OF COMPANY'S ’S EQUIPMENT, THE USE OR INABILITY TO USE THE BROADBAND SERVICES, OR THE USE OR INABILITY TO USE ANY THIRD PARTY SERVICES INCLUDING, BUT NOT LIMITED TO E911 SERVICE AND HOME SECURITY OR MEDICAL MONITORING SERVICE, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL SPECIAL CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT THERE IS NEGLIGENCE ON THE PART OF COMPANY AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. IN NO EVENT WILL COMPANY'S ’S LIABILITY EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE BROADBAND SERVICES. Customer agrees to defend, indemnify indemnify, and hold harmless Company, its affiliates and Parent Corporation, from and against any and all claims and expenses, including reasonable attorneys' ’ fees, arising out of or related in any way to the use of the Broadband Services by Customer or otherwise arising out of Customer's ’s breach of any term of the Agreement.

Limitation of Liability and Indemnification. CUSTOMER STUDENT EXPRESSLY UNDERSTANDS AND AGREES THAT ALL BROADBAND SERVICES ARE PROVIDED BY COMPANY ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF THE RELEASED PARTIES SHALL NOT BE LIABLE TO STUDENT FOR ANY KINDDIRECT, EITHER EXPRESS INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR IMPLIEDEXEMPLARY DAMAGES, INCLUDING INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE RELEASED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO WARRANTIES USE THE BOOTCAMP PROGRAM; (ii) THE COST OF TITLEPROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, NON INFRINGEMENT DATA, INFORMATION OR IMPLIED WARRANTIES OF MERCHANTABILITY SERVICES OBTAINED OR FITNESS FOR A PARTICULAR PURPOSEMESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH, FROM, OR THAT SUCH SERVICES WILL BE ERROR FREE. COMPANY MAKES NO WARRANTY THAT AS A RESULT OF THE BROADBAND SERVICES WILL BE UNINTERRUPTED, BOOTCAMP PROGRAM; (iii) UNAUTHORIZED ACCESS TO OR WILL SECURE CUSTOMER'S COMPUTER FROM ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY USER OR THIRD PARTY UNAUTHORIZED ACCESS ON THE BOOTCAMP PROGRAM; (v) YOUR RELIANCE ON CONTENT MADE AVAILABLE BY GOHARNESS; OR MONITORING(vi) ANY OTHER MATTER RELATING TO THE BOOTCAMP PROGRAM. CUSTOMER AGREES THAT ALL USE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE BROADBAND SERVICES IS AT CUSTOMER'S SOLE RISK AND CUSTOMER EXPRESSLY ACKNOWLEDGES AND ACCEPTS ABOVE LIMITATIONS IN THIS PARAGRAPH MAY NOT APPLY TO YOU. TO THE BROADBAND SERVICES KNOWING THAT SUCH SERVICES ARE SUBJECT TO INTERRUPTION FROM POWER OUTAGES AND EQUIPMENT FAILURES. IN NO EVENT WILL COMPANYFULLEST EXTENT POSSIBLE BY LAW, ITS AFFILIATES OR PARENT CORPORATION, BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, OUR MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE INSTALLATIONBOOTCAMP PROGRAM OR YOUR USE OF BOOTCAMP PROGRAM CONTENT, REPAIRREGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, REPLACEMENTTORT, BREACH OF WARRANTY, OR REMOVAL OF COMPANY'S EQUIPMENTOTHERWISE), THE USE OR INABILITY TO USE THE BROADBAND SERVICES, OR THE USE OR INABILITY TO USE ANY THIRD PARTY SERVICES INCLUDING, BUT WILL NOT LIMITED TO E911 SERVICE AND HOME SECURITY OR MEDICAL MONITORING SERVICE, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL SPECIAL CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT THERE IS NEGLIGENCE ON THE PART OF COMPANY AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGESEXCEED . IN NO EVENT WILL COMPANY'S LIABILITY EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE BROADBAND SERVICES. Customer Student agrees to defend, indemnify indemnify, and hold harmless Company, its affiliates and Parent Corporation, the Released Parties from and against any and all claims and expensesclaims, actions, or demands, including without limitation reasonable attorneys' legal and accounting fees, arising out alleging or resulting from (i) your use of or related in reliance on any way to the third-party content, (ii) your use of the Broadband Services by Customer or otherwise arising out of Customer's reliance on any Bootcamp Program content, or (iii) your breach of the terms and conditions contained herein. goHarness shall provide notice to any term Student promptly of the Agreementany such claim, suit, or proceeding.

Limitation of Liability and Indemnification. CUSTOMER AGREES We are not liable for anything that happens to you that somehow may be connected to your use of the Services. If you use the Services in a way that causes us to be included in litigation, you agree to pay all of our legal fees and costs. TO THE EXTENT NOT PROHIBITED BY LAW, YOU UNDERSTAND AND AGREE THAT ALL BROADBAND SERVICES ARE PROVIDED BY COMPANY ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF THE RELEASED PARTIES SHALL NOT BE LIABLE TO YOU FOR ANY KINDDIRECT, EITHER EXPRESS INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR IMPLIEDEXEMPLARY DAMAGES, INCLUDING INCLUDING, BUT NOT LIMITED TO WARRANTIES TO, DAMAGES FOR LOSS OF TITLEPROFITS, NON INFRINGEMENT GOODWILL, USE, DATA OR IMPLIED WARRANTIES OTHER INTANGIBLE LOSSES (EVEN IF VideoValidate HAS BEEN ADVISED OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSETHE POSSIBILITY OF SUCH DAMAGES), REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR THAT SUCH OTHERWISE) RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICES; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES WILL BE ERROR FREE. COMPANY MAKES NO WARRANTY THAT THE BROADBAND RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES WILL BE UNINTERRUPTEDOBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH, FROM, OR WILL SECURE CUSTOMER'S COMPUTER FROM AS A RESULT OF THE SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY USER OR THIRD PARTY UNAUTHORIZED ACCESS ON THE SERVICES; (v) YOUR RELIANCE ON CONTENT MADE AVAILABLE BY US; (vi) THE FAILURE OF WIRELESS SERVICE PROVIDERS IN PERFORMING SERVICES FOR VideoValidate; (vii) THE MISUSE OF ANY PART PURCHASED THROUGH THE SERVICES; OR MONITORING(viii) ANY OTHER MATTER RELATING TO THE SERVICES. CUSTOMER AGREES THAT ALL USE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR PERSONAL INJURY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE BROADBAND SERVICES IS AT CUSTOMER'S SOLE RISK AND CUSTOMER EXPRESSLY ACKNOWLEDGES AND ACCEPTS ABOVE LIMITATIONS IN THIS PARAGRAPH MAY NOT APPLY TO YOU. TO THE BROADBAND SERVICES KNOWING THAT SUCH SERVICES ARE SUBJECT TO INTERRUPTION FROM POWER OUTAGES AND EQUIPMENT FAILURES. IN NO EVENT WILL COMPANYFULLEST EXTENT POSSIBLE BY LAW, ITS AFFILIATES OR PARENT CORPORATION, BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, OUR MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE INSTALLATIONSERVICES OR YOUR USE OF VideoValidate CONTENT, REPAIRREGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, REPLACEMENTTORT, BREACH OF WARRANTY, OR REMOVAL OTHERWISE), WILL NOT EXCEED $50. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF COMPANY'S EQUIPMENT, THE USE OR INABILITY TO USE THE BROADBAND SERVICES, OR THE USE OR INABILITY TO USE ANY THIRD PARTY SERVICES INCLUDING, BUT NOT LIMITED TO E911 SERVICE AND HOME SECURITY OR MEDICAL MONITORING SERVICE, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL SPECIAL CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT THERE IS NEGLIGENCE ON THE PART OF COMPANY AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGESITS ESSENTIAL PURPOSE. IN NO EVENT WILL COMPANY'S LIABILITY EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE BROADBAND SERVICES. Customer agrees You agree to defend, indemnify indemnify, and hold harmless Company, its affiliates and Parent Corporation, the Released Parties from and against any and all claims and expensesclaims, actions, or demands, including without limitation reasonable attorneys' legal and accounting fees, arising out alleging or resulting from (i) your use of or related in reliance on any way to the third-party content, (ii) your use of the Broadband Services by Customer or otherwise arising out of Customer's reliance on any VideoValidate Content, or (iii) your breach of these Terms. We shall provide notice to you promptly of any term such claim, suit, or proceeding. VideoValidate reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the Agreementprior written consent from VideoValidate. VideoValidate will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

Limitation of Liability and Indemnification. CUSTOMER AGREES We are not liable for anything that happens to you that somehow may be connected to your use of the Abby Service. If you use the Abby Service in a way that causes us to be included in litigation, you agree to pay all legal fees and costs for Released Parties. YOU EXPRESSLY UNDERSTAND AND AGREE THAT ALL BROADBAND SERVICES ARE PROVIDED BY COMPANY ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF THE RELEASED PARTIES SHALL NOT BE LIABLE TO YOU FOR ANY KINDDIRECT, EITHER EXPRESS INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR IMPLIEDEXEMPLARY DAMAGES, INCLUDING INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF ABBY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO WARRANTIES USE THE SITE; (ii) THE COST OF TITLEPROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, NON INFRINGEMENT DATA, INFORMATION OR IMPLIED WARRANTIES OF MERCHANTABILITY SERVICES OBTAINED OR FITNESS FOR A PARTICULAR PURPOSEMESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH, FROM, OR THAT SUCH SERVICES WILL BE ERROR FREE. COMPANY MAKES NO WARRANTY THAT AS A RESULT OF THE BROADBAND SERVICES WILL BE UNINTERRUPTED, SITE; (iii) UNAUTHORIZED ACCESS TO OR WILL SECURE CUSTOMER'S COMPUTER FROM ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY USER OR THIRD PARTY UNAUTHORIZED ACCESS ON THE SITE; (v) YOUR RELIANCE ON CONTENT MADE AVAILABLE BY US; OR MONITORING(vi) ANY OTHER MATTER RELATING TO THE SITE. CUSTOMER AGREES THAT ALL USE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE BROADBAND SERVICES IS AT CUSTOMER'S SOLE RISK AND CUSTOMER EXPRESSLY ACKNOWLEDGES AND ACCEPTS ABOVE LIMITATIONS IN THIS PARAGRAPH MAY NOT APPLY TO YOU. TO THE BROADBAND SERVICES KNOWING THAT SUCH SERVICES ARE SUBJECT TO INTERRUPTION FROM POWER OUTAGES AND EQUIPMENT FAILURES. IN NO EVENT WILL COMPANYFULLEST EXTENT POSSIBLE BY LAW, ITS AFFILIATES OR PARENT CORPORATION, BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, THE RELEASED PARTIES’ MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE INSTALLATIONSITE OR YOUR USE OF ABBY CONTENT, REPAIRREGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, REPLACEMENTTORT, BREACH OF WARRANTY, OR REMOVAL OF COMPANY'S EQUIPMENTOTHERWISE), THE USE OR INABILITY TO USE THE BROADBAND SERVICES, OR THE USE OR INABILITY TO USE ANY THIRD PARTY SERVICES INCLUDING, BUT WILL NOT LIMITED TO E911 SERVICE AND HOME SECURITY OR MEDICAL MONITORING SERVICE, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL SPECIAL CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT THERE IS NEGLIGENCE ON THE PART OF COMPANY AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGESEXCEED $100. IN NO EVENT WILL COMPANY'S LIABILITY EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE BROADBAND SERVICES. Customer agrees You agree to defend, indemnify indemnify, and hold harmless Company, its affiliates and Parent Corporation, the Released Parties from and against any and all claims and expensesclaims, actions, or demands, including without limitation reasonable attorneys' legal and accounting fees, arising out alleging or resulting from (i) your use of or related in reliance on any way to the third-party content, (ii) your use of the Broadband Services by Customer or otherwise arising out of Customer's reliance on any Abby Content, or (iii) your breach of these Terms. We shall provide notice to you promptly of any term of the Agreementsuch claim, suit, or proceeding.

Limitation of Liability and Indemnification. CUSTOMER AGREES THAT ALL BROADBAND DISH SERVICES ARE PROVIDED DELIVERED AND/OR DISTRIBUTED BY COMPANY ON AN "METRONET ON” AS IS" ” AND "“AS AVAILABLE" ” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO TO, WARRANTIES OF TITLE, NON INFRINGEMENT NONINFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT SUCH SERVICES WILL BE ERROR ERROR-FREE. COMPANY METRONET MAKES NO WARRANTY THAT THE BROADBAND DISH SERVICES WILL BE UNINTERRUPTED, UNINTERRUPTED OR WILL SECURE CUSTOMER'S ’S COMPUTER FROM THIRD THIRD-PARTY UNAUTHORIZED ACCESS OR MONITORINGMONITORING VIRUSES OR OTHER MALICIOUS SOFTWARE, AND NO INFORMATION OR ADVICE OBTAINED BY YOU FROM US OR THROUGH THE DISH SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. CUSTOMER AGREES THAT ALL USE OF THE BROADBAND DISH SERVICES IS ARE AT CUSTOMER'S ’S SOLE RISK AND CUSTOMER EXPRESSLY ACKNOWLEDGES AND ACCEPTS THE BROADBAND DISH SERVICES KNOWING THAT SUCH SERVICES ARE SUBJECT TO INTERRUPTION FROM POWER OUTAGES AND EQUIPMENT FAILURES. IN NO EVENT WILL COMPANYMETRONET, ITS AFFILIATES OR PARENT CORPORATIONCOMPANY, BE LIABLE FOR DAMAGES OF ANY KIND, INCLUDING LOST SALES OR BUSINESS, LOST DATA, BUSINESS INTERRUPTION, LOSS OF GOODWILL, COSTS OF COVER OR REPLACEMENT OR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT THERE IS NEGLIGENCE ON THE PART OF METRONET AND WHETHER OR NOT METRONET HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THE INSTALLATION, REPAIR, REPLACEMENT, OR REMOVAL OF COMPANY'S METRONET’S EQUIPMENT, THE USE OR INABILITY TO USE THE BROADBAND DISH SERVICES, OR THE USE OR INABILITY TO USE ANY THIRD THIRD-PARTY SERVICES INCLUDING, BUT NOT LIMITED TO TO, E911 SERVICE AND HOME SECURITY OR MEDICAL MONITORING SERVICEMONITORING, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL SPECIAL CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT THERE IS NEGLIGENCE ON THE PART OF COMPANY AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. IN NO EVENT WILL COMPANY'S METRONET’S LIABILITY EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE BROADBAND SERVICESDISH SERVICES DURING THE THREE (3) MONTHS PRIOR TO THE DATE THE EVENT GIVING RISE TO THE LIABILITY OCCURS. Customer agrees to defendCUSTOMER AGREES TO DEFEND, indemnify and hold harmless CompanyINDEMNIFY AND HOLD HARMLESS METRONET, its affiliates and Parent CorporationITS AFFILIATES AND PARENT COMPANY, from and against any and all claims and expensesFROM AND AGAINST ANY AND ALL CLAIMS AND EXPENSES, including reasonable attorneys' feesINCLUDING REASONABLE ATTORNEYS’ FEES, arising out of or related in any way to the use of the Broadband Services by Customer or otherwise arising out of Customer's breach of any term of the AgreementARISING OUT OF OR RELATED IN ANY WAY TO THE USE OF THE DISH SERVICES BY CUSTOMER OR OTHERWISE ARISING OUT OF CUSTOMER’S BREACH OF ANY MATERIAL TERM OF THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OR FOR PERSONAL INJURY OR DEATH, WHICH MEANS THAT SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN THESE JURISDICTIONS, METRONET’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

Limitation of Liability and Indemnification. CUSTOMER AGREES THAT ALL BROADBAND SERVICES 5.01 THE DUTIES OF THE ADMINISTRATOR SHALL BE CONFINED TO THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT, AND NO IMPLIED DUTIES ARE PROVIDED ASSUMED BY COMPANY ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OR MAY BE ASSERTED AGAINST THE ADMINISTRATOR. TO THE EXTENT ARISING OUT OF ANY KINDTHE ADMINISTRATOR’S NEGLIGENCE WHEN PROVIDING THE SERVICES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT THE ADMINISTRATOR’S AGGREGATE LIABILITY TO THE FUND WILL BE LIMITED TO WARRANTIES MONETARY DAMAGES NOT TO EXCEED THE AMOUNT OF TITLEFEES PAID HEREUNDER DURING THE THREE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE FIRST SUCH CLAIM TO OCCUR. TO THE EXTENT ARISING OUT OF THE ADMINISTRATOR’S FRAUD, NON INFRINGEMENT BAD FAITH OR IMPLIED WARRANTIES OF MERCHANTABILITY WILLFUL OR FITNESS FOR A PARTICULAR PURPOSECRIMINAL MISCONDUCT WHEN PROVIDING THE SERVICES, OR THAT SUCH SERVICES THE ADMINISTRATOR’S AGGREGATE LIABILITY TO THE FUND WILL BE ERROR FREEUNLIMITED. COMPANY MAKES NO WARRANTY THAT For the avoidance of doubt, the Administrator shall not be responsible for any breach in the performance of its obligations under this Agreement due to (i) the failure or delay of the Trust or its agents to perform its obligations under this Agreement or (ii) the Administrator’s reliance on the Trust Data. Each party shall have the duty to mitigate its damages for which another party may become responsible. As used in this Section 5, the term “Administrator” shall include the officers, directors, employees, affiliates and agents of the Administrator as well as that entity itself. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE BROADBAND SERVICES WILL BE UNINTERRUPTEDCONTRARY, OR WILL SECURE CUSTOMER'S COMPUTER FROM THIRD PARTY UNAUTHORIZED ACCESS OR MONITORING. CUSTOMER AGREES THAT ALL USE OF THE BROADBAND SERVICES IS AT CUSTOMER'S SOLE RISK AND CUSTOMER EXPRESSLY ACKNOWLEDGES AND ACCEPTS THE BROADBAND SERVICES KNOWING THAT SUCH SERVICES ARE SUBJECT TO INTERRUPTION FROM POWER OUTAGES AND EQUIPMENT FAILURES. IN NO EVENT WILL COMPANY, ITS AFFILIATES OR PARENT CORPORATION, SHALL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR OTHER NON-DIRECT DAMAGES OF ANY KINDKIND WHETHER SUCH LIABILITY IS PREDICATED ON CONTRACT, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THE INSTALLATION, REPAIR, REPLACEMENTSTRICT LIABILITY, OR REMOVAL ANY OTHER THEORY AND REGARDLESS OF COMPANY'S EQUIPMENT, WHETHER THE USE OR INABILITY TO USE THE BROADBAND SERVICES, OR THE USE OR INABILITY TO USE ANY THIRD PARTY SERVICES INCLUDING, BUT NOT LIMITED TO E911 SERVICE AND HOME SECURITY OR MEDICAL MONITORING SERVICE, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL SPECIAL CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT THERE FUND IS NEGLIGENCE ON THE PART OF COMPANY AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. 5.02 The Administrator may, from time to time, provide to the Trust services and products (“Special Third Party Services”) from external third party sources that are Pricing Sources or other similar service providers (“Special Third Party Vendors”). IN The Trust acknowledges and agrees that the Special Third Party Services are confidential and proprietary trade secrets of the Special Third Party Vendors. Accordingly, the Trust shall honor requests by the Administrator and the Special Third Party Vendors to protect their proprietary rights in their data, information and property including written requests that the Trust place copyright notices or other proprietary legends on printed matter, print outs, tapes, disks, film or any other medium of dissemination. The Trust further acknowledges and agrees that all Special Third Party Services are provided on an “AS IS WITH ALL FAULTS” basis solely for such the Trust’s internal use, and as an aid in connection with the receipt of the Services. The Trust may use Special Third Party Services as normally required on view-only screens and hard copy statements, reports and other documents necessary to support the Trust’s investors, however the Trust shall not distribute any Special Third Party Services to other third parties. THE SPECIAL THIRD PARTY VENDORS AND THE ADMINISTRATOR MAKE NO EVENT WILL COMPANY'S LIABILITY EXCEED WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR ANY OTHER MATTER WITH RESPECT TO ANY OF THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE BROADBAND SPECIAL THIRD PARTY SERVICES. Customer agrees NEITHER THE ADMINISTRATOR NOR THE SPECIAL THIRD PARTY VENDORS SHALL BE LIABLE FOR ANY DAMAGES SUFFERED BY THE FUND IN THE USE OF ANY OF THE SPECIAL THIRD PARTY SERVICES, INCLUDING, WITHOUT LIMITATION, LIABILITY FOR ANY INCIDENTAL, CONSEQUENTIAL OR SIMILAR DAMAGES. SEI – 145438v7 5.03 Without in any way limiting the liability of the Administrator to defendthe Fund as set forth in Section 5.01, indemnify the Trust shall indemnify, defend and hold harmless Companythe Administrator from and against and the Administrator shall have no liability in connection with any and all actions, its affiliates suits and Parent Corporationclaims, whether groundless or otherwise, and from and against any and all claims losses, damages, costs, charges, reasonable counsel fees and expensesdisbursements, payments, expenses and liabilities (including reasonable attorneys' feesinvestigation expenses) arising directly or indirectly out of: (i) any act or omission of the Administrator in carrying out its duties hereunder or as a result of the Administrator’s reliance upon any instructions, notice or instrument that the Administrator reasonably believes is genuine and that is signed or presented by an authorized Person of the Trust; provided that this indemnification shall not apply if any such loss, damage or expense is caused by or arises from the Administrator’s bad faith, fraud, willful misconduct or criminal misconduct in the performance of the Services; (ii) any violation by the Trust or any agent of the Trust of any applicable investment policy, law or regulation, (iii) any misstatement or omission in Trust Materials or any the Trust Data; (iv) any breach by the Trust of any material representation, warranty or agreement contained in this Agreement; (v) any act or omission of the Trust prior to the Effective Date, a Special Third Party Vendor, the Trust’s other service providers (such as custodians, prime brokers, transfer agents, investment advisers and sub-adviser(s) for which the Administrator is pursued in a legal action as responsible; (vi) any pricing error caused by the failure of the Trust’s investment adviser or sub-adviser to provide a trade ticket or for incorrect information included in any trade ticket; or (vii) any act or omission of the Administrator as a result of the Administrator’s compliance with the Trust’s instructions to return an Authorized Participant’s investment or restrict the payment of redemption proceeds, provided, however, that in the event of any liability arising out of the Administrator’s negligence in the performance of the Services, the Trust’s indemnification obligation under this Section 5.03 shall arise only after the Administrator has satisfied its payment obligations in respect of such liability pursuant to Section 5.01. The Administrator shall indemnify, defend and hold harmless the Trust from and against, and the Trust shall have no liability in connection with any and all actions, suits and claims, whether groundless or related in otherwise, and from and against any way and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) that is directly caused by or arises from the Administrator’s bad faith, willful or criminal misconduct or fraud. SEI – 145438v7 5.04 The Administrator may apply to the use Trust, the Trust’s sponsor or any Person acting on the Trust’s behalf for instructions and may reasonably consult counsel for the Trust or the Trust’s sponsor or with accountants, counsel and other experts with respect to Trust matters, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the advice of the Broadband Services by Customer such counsel, accountants or otherwise arising out of Customer's breach other experts. The Administrator shall not be held to have notice of any term change of the Agreementauthority of any Authorized Person until receipt of written notice (e.g. email, etc.)

Limitation of Liability and Indemnification. CUSTOMER AGREES THAT ALL BROADBAND SERVICES 5.01 THE DUTIES OF THE ADMINISTRATOR SHALL BE CONFINED TO THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT, AND NO IMPLIED DUTIES ARE PROVIDED ASSUMED BY COMPANY ON AN "OR MAY BE ASSERTED AGAINST THE ADMINISTRATOR. EXCEPT TO THE EXTENT ARISING OUT OF THE ADMINISTRATOR’S BAD FAITH, FRAUD, GROSS NEGLIGENCE (AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KINDDEFINED HEREIN), EITHER EXPRESS WILLFUL MISCONDUCT OR IMPLIEDCRIMINAL MISCONDUCT WHEN PROVIDING THE SERVICES, INCLUDING BUT NOT THE ADMINISTRATOR’S AGGREGATE LIABILITY TO THE FUND WILL BE LIMITED TO WARRANTIES MONETARY DAMAGES MUTUALLY AGREED UPON FROM TIME TO TIME IN A SEPARATE WRITING EXECUTED BY THE PARTIES (THE “AGREEMENT TERMS LETTER”). For the avoidance of doubt, the Administrator shall not be responsible for any breach in the performance of its obligations under this Agreement due to (i) the failure or delay of the Trust or its agents to perform its obligations under this Agreement or (ii) the Administrator’s reliance on the Trust Data. Each party shall have the duty to mitigate its damages for which another party may become responsible. As used in this Section 5, the term “Administrator” shall include the officers, directors, employees, affiliates and agents of the Administrator as well as that entity itself. Highland Funds I and II Administration Agreement Page 8 of 23 SEI – 266109 NOTWITHSTANDING ANY OTHER PROVISION OF TITLETHIS AGREEMENT TO THE CONTRARY, NON INFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT SUCH SERVICES WILL BE ERROR FREE. COMPANY MAKES NO WARRANTY THAT THE BROADBAND SERVICES WILL BE UNINTERRUPTED, OR WILL SECURE CUSTOMER'S COMPUTER FROM THIRD PARTY UNAUTHORIZED ACCESS OR MONITORING. CUSTOMER AGREES THAT ALL USE OF THE BROADBAND SERVICES IS AT CUSTOMER'S SOLE RISK AND CUSTOMER EXPRESSLY ACKNOWLEDGES AND ACCEPTS THE BROADBAND SERVICES KNOWING THAT SUCH SERVICES ARE SUBJECT TO INTERRUPTION FROM POWER OUTAGES AND EQUIPMENT FAILURES. IN NO EVENT WILL COMPANY, ITS AFFILIATES SHALL THE ADMINISTRATOR OR PARENT CORPORATION, THE TRUST BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR OTHER NON-DIRECT DAMAGES OF ANY KINDKIND WHETHER SUCH LIABILITY IS PREDICATED ON CONTRACT, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THE INSTALLATION, REPAIR, REPLACEMENTSTRICT LIABILITY, OR REMOVAL ANY OTHER THEORY AND REGARDLESS OF COMPANY'S EQUIPMENT, WHETHER THE USE OR INABILITY TO USE THE BROADBAND SERVICES, FUND OR THE USE OR INABILITY TO USE ANY THIRD PARTY SERVICES INCLUDING, BUT NOT LIMITED TO E911 SERVICE AND HOME SECURITY OR MEDICAL MONITORING SERVICE, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL SPECIAL CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT THERE ADMINISTRATOR IS NEGLIGENCE ON THE PART OF COMPANY AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. 5.02 The Administrator may, from time to time, provide to the Trust services and products (“Special Third Party Services”) from external third party sources that are Pricing Sources or other similar service providers (“Special Third Party Vendors”). IN The Trust acknowledges and agrees that the Special Third Party Services are confidential and proprietary trade secrets of the Special Third Party Vendors. Accordingly, the Trust shall honor reasonable requests by the Administrator and the Special Third Party Vendors to protect their proprietary rights in their data, information and property including requests that the Trust place copyright notices or other proprietary legends on printed matter, print outs, tapes, disks, film or any other medium of dissemination. The Trust further acknowledges and agrees that all Special Third Party Services are provided on an “AS IS WITH ALL FAULTS” basis solely for such the Trust’s internal use, and as an aid in connection with the receipt of the Services. The Trust may use Special Third Party Services as normally required on view-only screens and hard copy statements, reports and other documents necessary to support such the Trust’s investors; however the Trust shall not distribute any Special Third Party Services to other third parties (other than to the Trust’s Representatives (defined below) who need to receive such information or Special Third Party Services in order for the Trust to perform its obligations under this Agreement. THE SPECIAL THIRD PARTY VENDORS AND THE ADMINISTRATOR MAKE NO EVENT WILL COMPANY'S LIABILITY EXCEED WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR ANY OTHER MATTER WITH RESPECT TO ANY OF THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE BROADBAND SPECIAL THIRD PARTY SERVICES. Customer agrees to defendNEITHER THE ADMINISTRATOR NOR THE SPECIAL THIRD PARTY VENDORS SHALL BE LIABLE FOR ANY DAMAGES SUFFERED BY THE FUND IN THE USE OF ANY OF THE SPECIAL THIRD PARTY SERVICES, indemnify INCLUDING, WITHOUT LIMITATION, LIABILITY FOR ANY INCIDENTAL, CONSEQUENTIAL OR SIMILAR DAMAGES. 5.03 The Trust shall indemnify, defend and hold harmless Companythe Administrator from and against and the Administrator shall have no liability in connection with any and all actions, its affiliates suits and Parent Corporationclaims, whether groundless or otherwise, and from and against any and all claims losses, damages, costs, charges, reasonable counsel fees and expensesdisbursements, payments, expenses and liabilities (including reasonable attorneys' feesinvestigation expenses) arising directly or indirectly out of: (i) any act or omission of the Administrator in carrying out its duties hereunder or as a result of the Administrator’s reliance upon any instructions, notice or instrument that the Administrator believes is genuine and signed or presented by an authorized Person of the Trust; provided that this indemnification shall not apply if any such loss, damage or expense is caused by or arises from the Administrator’s bad faith, fraud, Gross Negligence, willful misconduct or criminal misconduct in the performance of the Services; (ii) any violation by the Trust or any agent of the Trust of any applicable investment policy, law or regulation; (iii) any misstatement or omission in Trust Materials or any the Trust Data; (iv) any material breach by the Trust of any representation, warranty or agreement contained in this Agreement; (v) any act or omission of the Trust, the Trust’s former administrator prior to the Effective Date, a Special Third Party Vendor, the Trust’s other service providers (such as custodians, prime brokers, transfer agents, investment advisers and sub-adviser(s); (vi) any pricing error caused by the failure of the Trust’s investment adviser or sub-adviser to provide a trade ticket or for incorrect information included in any trade ticket; or (vii) any act or omission of the Administrator as a result of the Administrator’s compliance with the Regulations, including, but not limited to, returning an investor’s investment or restricting the payment of redemption proceeds. SEI – 266109 5.04 The Administrator may apply to the Trust, the Trust’s sponsor or any Person acting on the Trust’s behalf at any time for instructions and may consult counsel for the Trust or the Trust’s sponsor or with accountants, counsel and other experts with respect to any matter arising in connection with the Administrator’s duties hereunder, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the advice of counsel, accountants or other experts provided that Administrator has consulted with an authorized Person of the Trust and received authorization from such authorized Person of the Trust regarding the Administrator’s proposed course of action or non-action specific to the Trust or a Fund. Also, the Administrator shall not be liable for actions taken pursuant to any document which it reasonably believes to be genuine and to have been signed by the proper Person or Persons. The Administrator shall not be held to have notice of any change of authority of any officer, employee or agent of the Trust until receipt of written notice thereof. To the extent that the Administrator consults with the Trust counsel pursuant to this provision, any such expense shall be borne by the Trust. 5.05 The Administrator shall have no liability for its reliance on the Trust Data or the performance or omissions of unaffiliated third parties such as, by way of example and not limitation, transfer agents, sub-transfer agents, custodians, prime brokers, placement agents, third party marketers, asset data service providers, investment advisers (including, without limitation, the sponsor) or sub-advisers, current or former third party service providers, Pricing Sources, software providers, printers, postal or delivery services, prior administrators, telecommunications providers and processing and settlement services. The Administrator may rely on and shall have no duty to investigate or confirm the accuracy or adequacy of any information provided by any of the foregoing third parties. 5.06 The Administrator shall have no obligations with respect to any laws relating to the distribution, purchase or sale of securities. Further, the Trust assumes full responsibility for the preparation, contents and distribution of its Trust Materials and its compliance with all applicable laws, rules, and regulations. 5.07 The indemnification rights hereunder shall include the right to reasonable advances of defense expenses on an as-incurred basis in the event of any pending or threatened litigation or Action with respect to which indemnification hereunder may ultimately be merited; provided however, that the Administrator shall promptly reimburse the Trust for any such advanced expenses to the extent it is determined by a court of competent jurisdiction that Administrator is not entitled to indemnity hereunder. If in any case the Trust is asked to indemnify or hold the Administrator harmless, the Administrator shall promptly advise the Trust of the pertinent facts concerning the situation in question, and the Administrator will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification, but failure to do so shall not affect the rights hereunder. 5.08 The Trust shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust does not elect to SEI – 266109 assume the defense of a suit, it will advance to the Administrator the fees and expenses of any counsel retained by the Administrator. None of the parties hereto shall settle or compromise any action, suit, proceeding or claim if such settlement or compromise provides for an admission of liability on the part of the indemnified party without such indemnified party’s written consent. 5.09 Notwithstanding any disclaimers by the Administrator of liability to a Fund herein, the Administrator shall not be absolved of liability for any of its acts or omissions in connection with any Services performed pursuant to this Agreement to the extent such liability arises out of the Administrator’s bad faith, fraud, Gross Negligence, willful misconduct or related in any way to criminal misconduct. 5.10 THE TRUST AND THE ADMINISTRATOR HAVE FREELY AND OPENLY NEGOTIATED THIS AGREEMENT, INCLUDING THE PRICING, WITH THE KNOWLEDGE THAT THE LIABILITY OF THE PARTIES IS TO BE LIMITED IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT. 5.11 The provisions of this Section 5 shall survive the use termination of the Broadband Services by Customer or otherwise arising out of Customer's breach of any term of the this Agreement.

Limitation of Liability and Indemnification. CUSTOMER AGREES BY USING THIS WEBSITE, YOU AGREE YOU ARE WAIVING AND RELEASING ANY CLAIMS THAT ALL BROADBAND SERVICES ARE PROVIDED BY COMPANY ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NON INFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSEYOU MAY HAVE NOW, OR THAT SUCH SERVICES WILL BE ERROR FREE. COMPANY MAKES NO WARRANTY THAT MAY ARISE IN THE BROADBAND SERVICES WILL BE UNINTERRUPTEDFUTURE, AGAINST FRCC, INCLUDING ANY EMPLOYEES, MEMBERS, AGENTS, OR WILL SECURE CUSTOMER'S COMPUTER FROM CONTRACTORS OF FRCC, FOR ANY LOSSES OR HARM OF ANY KIND RELATING TO USE OF THIS WEBSITE. FRCC ASSUMES NO RESPONSIBILITY TO YOU OR ANY THIRD PARTY UNAUTHORIZED ACCESS FOR THE CONSEQUENCES OF ANY INACCURACY, ERROR, OR MONITORINGOMISSION, REGARDLESS OF CAUSE. CUSTOMER AGREES THAT ALL USE OF THE BROADBAND SERVICES IS AT CUSTOMER'S SOLE RISK FRCC SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR, AND CUSTOMER EXPRESSLY ACKNOWLEDGES AND ACCEPTS THE BROADBAND SERVICES KNOWING THAT SUCH SERVICES ARE SUBJECT YOU AGREE TO INTERRUPTION FROM POWER OUTAGES AND EQUIPMENT FAILURES. IN NO EVENT WILL COMPANYINDEMNIFY FRCC, ITS AFFILIATES DIRECTORS, OFFICERS, EMPLOYEES, MEMBERS, AGENTS, AND REPRESENTATIVES FOR ANY CLAIMS, DAMAGES, OR PARENT CORPORATION, BE LIABLE FOR DAMAGES LOSSES OF ANY KIND, UNDER ANY LEGAL THEORY, KIND ARISING OUT OF OR IN CONNECTION WITH THE INSTALLATIONRELATING TO USE OF THIS WEBSITE (INCLUDING ANY BREACH OF THIS AGREEMENT), REPAIRAND REGARDLESS OF WHETHER ANY CLAIMS, REPLACEMENTDAMAGES, OR REMOVAL OF COMPANY'S EQUIPMENTLOSSES WERE CAUSED BY YOU OR BY FRCC. ANY SUCH CLAIMS, THE USE OR INABILITY TO USE THE BROADBAND SERVICESDAMAGES, OR THE USE OR INABILITY TO USE ANY THIRD PARTY SERVICES INCLUDINGLOSSES INCLUDE, BUT ARE NOT LIMITED TO E911 SERVICE AND HOME SECURITY OR MEDICAL MONITORING SERVICETO, INCLUDING ANY LOST PROFITS, LOST OPPORTUNITIES, SPECIAL INCIDENTAL, DIRECT, INDIRECT, INCIDENTAL SPECIAL INDIRECT OR CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT THERE EVEN IF FRCC IS NEGLIGENCE ON THE PART OF COMPANY AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGE OR OF A CLAIM, OR POTENTIAL CLAIM, BY ANOTHER PARTY, INCLUDING A CLAIM FOR PUNITIVE DAMAGES. IN NO EVENT WILL COMPANY'S LIABILITY EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE BROADBAND SERVICES. Customer agrees to defend, indemnify and hold harmless Company, its affiliates and Parent Corporation, from and against any and all claims and expenses, including reasonable attorneys' fees, arising out of or related in any way to the use of the Broadband Services by Customer or otherwise arising out of Customer's breach of any term of the Agreement.

Limitation of Liability and Indemnification. CUSTOMER AGREES YOU EXPRESSLY UNDERSTAND AND AGREE THAT ALL BROADBAND SERVICES ARE PROVIDED BY COMPANY ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES THE RELEASED PARTIES SHALL NOT BE LIABLE TO YOU OR ANYONE ELSE, UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STATUTORY OR OTHERWISE), FOR ANY KINDDIRECT, EITHER EXPRESS INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR IMPLIEDEXEMPLARY DAMAGES, INCLUDING INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF XXXXXXXXX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO WARRANTIES USE THE XXXXXXXXX WEBSITE; (ii) THE COST OF TITLEPROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, NON INFRINGEMENT DATA, INFORMATION OR IMPLIED WARRANTIES OF MERCHANTABILITY SERVICES OBTAINED OR FITNESS FOR A PARTICULAR PURPOSEMESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH, FROM, OR THAT SUCH SERVICES WILL BE ERROR FREE. COMPANY MAKES NO WARRANTY THAT AS A RESULT OF THE BROADBAND SERVICES WILL BE UNINTERRUPTED, XXXXXXXXX WEBSITE; (iii) UNAUTHORIZED ACCESS TO OR WILL SECURE CUSTOMER'S COMPUTER FROM ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY USER OR THIRD PARTY UNAUTHORIZED ACCESS ON THE XXXXXXXXX WEBSITE; (v) YOUR RELIANCE ON CONTENT MADE AVAILABLE BY US; OR MONITORING(vi) ANY OTHER MATTER RELATING TO THE XXXXXXXXX WEBSITE. CUSTOMER AGREES THAT ALL USE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE BROADBAND SERVICES IS AT CUSTOMER'S SOLE RISK AND CUSTOMER EXPRESSLY ACKNOWLEDGES AND ACCEPTS ABOVE LIMITATIONS IN THIS PARAGRAPH MAY NOT APPLY TO YOU. TO THE BROADBAND SERVICES KNOWING THAT SUCH SERVICES ARE SUBJECT TO INTERRUPTION FROM POWER OUTAGES AND EQUIPMENT FAILURES. IN NO EVENT WILL COMPANYFULLEST EXTENT PERMITTED BY APPLICABLE LAW, ITS AFFILIATES OR PARENT CORPORATION, BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, OUR MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE INSTALLATIONXXXXXXXXX WEBSITE OR YOUR USE OF XXXXXXXXX CONTENT, REPAIRREGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, REPLACEMENTTORT, BREACH OF WARRANTY, OR REMOVAL OF COMPANY'S EQUIPMENTOTHERWISE), THE USE OR INABILITY TO USE THE BROADBAND SERVICES, OR THE USE OR INABILITY TO USE ANY THIRD PARTY SERVICES INCLUDING, BUT WILL NOT LIMITED TO E911 SERVICE AND HOME SECURITY OR MEDICAL MONITORING SERVICE, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL SPECIAL CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT THERE IS NEGLIGENCE ON THE PART OF COMPANY AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGESEXCEED $100. IN NO EVENT WILL COMPANY'S LIABILITY EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE BROADBAND SERVICESIndemnification. Customer agrees You agree to defend, indemnify indemnify, and hold harmless Company, its affiliates and Parent Corporation, the Released Parties from and against any and all claims and claims, liabilities, damages, losses, costs, expenses, including reasonable attorneys' fees, arising out actions, or demands, including, without limitation, reasonable legal and accounting fees, alleging or resulting from (i) your use of or related reliance on any third-party content, (ii) your use of or reliance on any Xxxxxxxxx Content, (iii) your violation of any person’s intellectual property, privacy, publicity or other right, (iv) the violation of any applicable laws and/or these Terms by you and/or anyone using your login credentials to access and otherwise use the Xxxxxxxxx Website (in whole or in part), (v) the breach of any way of your warranties, representations, responsibilities or other obligations set forth in these Terms, or (vi) the willful misconduct of you or anyone accessing the Xxxxxxxxx Website using your login credentials. We shall provide notice to you promptly of any such claim, suit, or proceeding. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses. This provision shall remain in full force and effect notwithstanding any termination of your use of the Broadband Services by Customer or otherwise arising out of Customer's breach of any term of the AgreementXxxxxxxxx Website.

Limitation of Liability and Indemnification. CUSTOMER AGREES THAT ALL BROADBAND SERVICES 5.01 THE DUTIES OF THE ADMINISTRATOR SHALL BE CONFINED TO THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT, AND NO IMPLIED DUTIES ARE PROVIDED ASSUMED BY COMPANY ON AN "OR MAY BE ASSERTED AGAINST THE ADMINISTRATOR. EXCEPT TO THE EXTENT ARISING OUT OF THE ADMINISTRATOR’S GROSS NEGLIGENCE (AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KINDDEFINED HEREIN, EITHER EXPRESS BAD FAITH, FRAUD, WILLFUL MISCONDUCT, OR IMPLIEDCRIMINAL MISCONDUCT WHEN PROVIDING THE SERVICES, INCLUDING BUT NOT THE ADMINISTRATOR’S AGGREGATE LIABILITY TO THE TRUST FOR DIRECT DAMAGES WILL BE LIMITED TO WARRANTIES MONETARY DAMAGES NOT TO EXCEED THE AMOUNT OF TITLEFEES PAID HEREUNDER DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE FIRST SUCH CLAIM TO OCCUR OR IF SUCH EVENT OCCURS DURING THE FIRST SIX MONTHS AFTER THE EFFECTIVE DATE, NON INFRINGEMENT OR IMPLIED WARRANTIES THE FEES PAID FOR THE MONTH IMMEDIATELY PRECEDING SUCH EVENT, MULTIPLIED BY SIX. For the avoidance of doubt, the Administrator shall not be responsible for any breach in the performance of its obligations under this Agreement due to (i) the failure or delay of the Trust or its agents to perform its obligations under this Agreement or (ii) the Administrator’s reliance on the Trust Data. Each party shall have the duty to mitigate its damages for which another party may become responsible. As used in this Section 5 unless otherwise indicated, the term “Administrator” shall include the officers, directors, employees, affiliates and agents of the Administrator as well as that entity itself. NOTWITHSTANDING ANY OTHER PROVISION OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSETHIS AGREEMENT TO THE CONTRARY, OR THAT SUCH SERVICES WILL BE ERROR FREE. COMPANY MAKES NO WARRANTY THAT THE BROADBAND SERVICES WILL BE UNINTERRUPTED, OR WILL SECURE CUSTOMER'S COMPUTER FROM THIRD PARTY UNAUTHORIZED ACCESS OR MONITORING. CUSTOMER AGREES THAT ALL USE OF THE BROADBAND SERVICES IS AT CUSTOMER'S SOLE RISK AND CUSTOMER EXPRESSLY ACKNOWLEDGES AND ACCEPTS THE BROADBAND SERVICES KNOWING THAT SUCH SERVICES ARE SUBJECT TO INTERRUPTION FROM POWER OUTAGES AND EQUIPMENT FAILURES. IN NO EVENT WILL COMPANY, ITS AFFILIATES OR PARENT CORPORATION, SHALL THE ADMINISTRATOR BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR OTHER NON-DIRECT DAMAGES OF ANY KINDKIND WHETHER SUCH LIABILITY IS PREDICATED ON CONTRACT, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THE INSTALLATION, REPAIR, REPLACEMENTSTRICT LIABILITY, OR REMOVAL ANY OTHER THEORY AND REGARDLESS OF COMPANY'S EQUIPMENT, WHETHER THE USE OR INABILITY TO USE THE BROADBAND SERVICES, OR THE USE OR INABILITY TO USE ANY THIRD PARTY SERVICES INCLUDING, BUT NOT LIMITED TO E911 SERVICE AND HOME SECURITY OR MEDICAL MONITORING SERVICE, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL SPECIAL CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT THERE FUND IS NEGLIGENCE ON THE PART OF COMPANY AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. IN SEI – 149777v5 5.02 The Administrator may, from time to time, provide to the Trust services and products (“Special Third Party Services”) from external third party sources that are Pricing Sources or other similar service providers (“Special Third Party Vendors”). The Trust acknowledges and agrees that the Special Third Party Services are confidential and proprietary trade secrets of the Special Third Party Vendors. Accordingly, the Trust shall honor requests by the Administrator and the Special Third Party Vendors to protect their proprietary rights in their data, information and property including requests that the Trust place copyright notices or other proprietary legends on printed matter, print outs, tapes, disks, film or any other medium of dissemination. The Trust further acknowledges and agrees that all Special Third Party Services are provided on an “AS IS WITH ALL FAULTS” basis solely for the Trust’s internal use, and as an aid in connection with the receipt of the Services. The Trust may use Special Third Party Services as normally required on view-only screens and hard copy statements, reports and other documents necessary to support such the Trust’s investors, however the Trust shall not distribute any Special Third Party Services to other third parties. THE SPECIAL THIRD PARTY VENDORS AND THE ADMINISTRATOR MAKE NO EVENT WILL COMPANY'S LIABILITY EXCEED WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR ANY OTHER MATTER WITH RESPECT TO ANY OF THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE BROADBAND SPECIAL THIRD PARTY SERVICES. Customer agrees to defendNEITHER THE ADMINISTRATOR NOR THE SPECIAL THIRD PARTY VENDORS SHALL BE LIABLE FOR ANY DAMAGES SUFFERED BY THE FUND IN THE USE OF ANY OF THE SPECIAL THIRD PARTY SERVICES, indemnify INCLUDING, WITHOUT LIMITATION, LIABILITY FOR ANY INCIDENTAL, CONSEQUENTIAL OR SIMILAR DAMAGES. 5.03 The Trust shall indemnify, defend and hold harmless Companythe Administrator from and against and the Administrator shall have no liability in connection with any and all actions, its affiliates suits and Parent Corporationclaims, whether groundless or otherwise, and from and against any and all claims losses, damages, costs, charges, reasonable counsel fees and expensesdisbursements, payments, expenses and liabilities (including reasonable attorneys' fees, investigation expenses) arising out of: (i) any act or omission of the Administrator in carrying out its duties hereunder or related as a result of the Administrator’s reliance upon any instructions, notice or instrument that the Administrator believes is genuine and signed or presented by an authorized Person of the Trust; provided that this indemnification shall not apply if any such loss, damage or expense is caused by or arises from the Administrator’s Gross Negligence, bad faith, willful misconduct or fraud, in the performance of the Services; (ii) any violation by the Trust or any agent of the Trust of any applicable investment policy, law or regulation, (iii) any misstatement or omission in Trust Materials or any the Trust Data; (iv) any breach by the Trust of any representation, warranty or agreement contained in this Agreement; (v) any act or omission of the Trust, the Trust’s former administrator prior to the Effective Date, a Special Third Party Vendor, the Trust’s other service providers (such as custodians, prime brokers, transfer agents, the Advisor and sub-advisor(s); (vi) any pricing error caused by the failure of the Advisor or sub-advisor to provide a trade ticket or for incorrect information included in any way trade ticket; or (vii) any act or omission of the Administrator as a result of the Administrator’s compliance with the Regulations, including, but not limited to, returning an Authorized Participant’s investment or restricting the payment of redemption proceeds. 5.04 The Administrator may apply to the use Trust, the Trust’s sponsor or any Person acting on the Trust’s behalf at any time for instructions and may consult counsel for the Trust or the Trust’s sponsor or with accountants, counsel and other experts with respect to any matter arising in connection with the Administrator’s duties hereunder, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the advice of the Broadband Services Trust’s counsel, accountants or other experts. Also, the Administrator shall not be liable for actions taken pursuant to any document which it reasonably believes to be genuine and to have been signed by Customer the proper Person or otherwise arising out of Customer's breach Persons. The Administrator shall not be held to have notice of any term change of authority of any officer, employee or agent of the Trust until receipt of written notice thereof. To the extent that the Administrator consults with the Trust counsel pursuant to this provision, any such expense shall be borne by the Trust. SEI – 149777v5 5.05 The Administrator shall have no liability for its reliance on the Trust Data or the performance or omissions of unaffiliated third parties such as, by way of example and not limitation, transfer agents, sub-transfer agents, custodians, prime brokers, placement agents, third party marketers, asset data service providers, investment advisers (including, without limitation, the sponsor) or sub-advisers, current or former third party service providers, Pricing Sources, software providers, printers, postal or delivery services, prior administrators, telecommunications providers and processing and settlement services. The Administrator may rely on and shall have no duty to investigate or confirm the accuracy or adequacy of any information provided by any of the foregoing third parties. 5.06 The Administrator shall have no obligations with respect to any laws relating to the distribution, purchase or sale of Creation Units or underlying securities. Further, the Trust assumes full responsibility for the preparation, contents and distribution of its Trust Materials and its compliance with all applicable laws, rules, and regulations. 5.07 The indemnification rights hereunder shall include the right to reasonable advances of defense expenses on an as-incurred basis in the event of any pending or threatened litigation or Action with respect to which indemnification hereunder may ultimately be merited. In the event it is ultimately determined by a court of final jurisdiction that the Administrator is not entitled to indemnification hereunder, then the Administrator shall promptly return any previously advanced expenses. If in any case the Trust is asked to indemnify or hold the Administrator harmless, the Administrator shall promptly advise the Trust of the pertinent facts concerning the situation in question, and the Administrator will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification, but failure to do so shall not affect the rights hereunder. If it is determined that Administrator was not entitled to indemnification, it must repay advances or other expenses paid by the Trust. 5.08 The Trust shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust does not elect to assume the defense of a suit, it will advance to the Administrator the fees and expenses of any counsel retained by the Administrator as such expenses are incurred by the Administrator. None of the parties hereto shall settle or compromise any action, suit, proceeding or claim if such settlement or compromise provides for an admission of liability on the part of the indemnified party without such indemnified party's written consent. 5.09 The provisions of this Section 5 shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. CUSTOMER AGREES THAT ALL BROADBAND SERVICES ARE EXCEPT AS OTHERWISE EXPRESSLY PROVIDED BY COMPANY ON AN "IN THIS AGREEMENT, YOU ASSUME THE ENTIRE RISK AS IS" TO THE RESULTS AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES PERFORMANCE OF THE SOFTWARE. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE, SHALL TASKE OR ITS AGENTS, LICENSORS, SUPPLIERS OR RESELLERS HAVE ANY KINDLIABILITY TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, EITHER EXPRESS INCIDENTAL, SPECIAL, EXEMPLARY OR IMPLIEDCONSEQUENTIAL DAMAGES , INCLUDING BUT NOT LIMITED TO WARRANTIES LOSS OF TITLEGOOD WILL, NON INFRINGEMENT LOSS OF DATA, LOSS OF SOFTWARE OR IMPLIED WARRANTIES HARDWARE, LOSS OF MERCHANTABILITY PROFIT, WORK STOPPAGE, COMPUTER FAILURE OR FITNESS FOR A PARTICULAR PURPOSEMALFUNCTION, OR THAT SUCH SERVICES WILL BE ERROR FREE. COMPANY MAKES NO WARRANTY THAT THE BROADBAND SERVICES WILL BE UNINTERRUPTEDANY AND ALL OTHER COMMERCIAL OR ECONOMIC DAMAGES OR LOSSES, OR WILL SECURE CUSTOMER'S COMPUTER FROM THIRD PARTY UNAUTHORIZED ACCESS OR MONITORING. CUSTOMER AGREES THAT ALL USE OF THE BROADBAND SERVICES IS AT CUSTOMER'S SOLE RISK AND CUSTOMER EXPRESSLY ACKNOWLEDGES AND ACCEPTS THE BROADBAND SERVICES KNOWING THAT SUCH SERVICES ARE SUBJECT TO INTERRUPTION FROM POWER OUTAGES AND EQUIPMENT FAILURES. IN NO EVENT WILL COMPANY, ITS AFFILIATES OR PARENT CORPORATION, BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THE INSTALLATION, REPAIR, REPLACEMENT, OR REMOVAL OF COMPANY'S EQUIPMENT, THE USE OR INABILITY TO USE THE BROADBAND SERVICES, OR THE USE OR INABILITY TO USE ANY THIRD PARTY SERVICES INCLUDING, BUT NOT LIMITED TO E911 SERVICE AND HOME SECURITY OR MEDICAL MONITORING SERVICE, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL SPECIAL CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT THERE IS NEGLIGENCE ON THE PART OF COMPANY AND WHETHER OR NOT COMPANY EVEN IF TASKE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. THIS SECTION SHALL SURVIVE AND APPLY NOTWITHSTANDING ANY SUCH DAMAGESFUNDAMENTAL BREACH OR THE FAILURE OF ESSENTIAL PURPOSE OF THIS AGREEMENT. NOTHING IN NO EVENT WILL COMPANY'S THIS AGREEMENT SHALL RESTRICT TASKE’S LIABILITY IN A MANNER WHICH IS EXPRESSLY PROHIBITED BY APPLICABLE STATUTE OR REGULATION. EXCEPT AS SET FORTH IN THE FOLLOWING PARAGRAPH, YOU AGREE THAT TASKE’S AND ITS AGENTS’, LICENSORS’, SUPPLIERS’ AND RESELLERS’ LIABILITY ARISING IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION AND IRRESPECTIVE OF FAULT OR NEGLIGENCE, SHALL NOT UNDER ANY CIRCUMSTANCES EXCEED THE AGGREGATE AMOUNT ACTUALLY PAID OF PAYMENTS MADE TO TASKE BY CUSTOMER FOR THE BROADBAND SERVICESYOU UNDER THIS AGREEMENT. Customer agrees If notified promptly in writing by You of any action brought against You alleging that the provision of the Software under this Agreement by TASKE constitutes an infringement of any Canadian or United States patent, copyright, trade secret or any other intellectual property or property right of any person (“Infringement Claim”), TASKE shall, as its sole liability and Your sole remedy, defend or settle such action at TASKE's expense and will pay all costs and damages finally awarded up to defenda maximum of the amount paid for the Software. In addition to XXXXX’s obligation to indemnify You as set out in the previous sentence, indemnify TASKE may at its entire expense and hold harmless Company, its affiliates and Parent Corporation, from and against any and all claims and expenses, including reasonable attorneys' fees, arising out of or related in any way option either (i) procure for You the right to continue using the Software that gave rise to the Infringement Claim; or (ii) modify or replace the Software affected by the Infringement Claim with non- infringing Software. TASKE shall have no liability in respect of any Infringement Claim to the extent that such Infringement Claim results from: (i) modification of the Software by a person other than TASKE and other than on TASKE's authority, direction, request or specification, to the extent such claim would have been avoided but for such modification; or (ii) use of Software in combination with other products or services where such use (1) was not recommended by TASKE and (2) does not reasonably constitute an intended or expected combination or use of such Software, to the Broadband Services by Customer extent such Infringement Claim would have been avoided but for such combination or otherwise arising out of Customer's breach of any term of the Agreementuse.

Limitation of Liability and Indemnification. CUSTOMER AGREES THAT ALL BROADBAND SERVICES 5.01 THE DUTIES OF THE ADMINISTRATOR SHALL BE CONFINED TO THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT, AND NO IMPLIED DUTIES ARE PROVIDED ASSUMED BY OR MAY BE ASSERTED AGAINST THE ADMINISTRATOR. EXCEPT TO THE EXTENT ARISING OUT OF THE ADMINISTRATOR'S FRAUD, GROSS NEGLIGENCE OR CRIMINAL MISCONDUCT WHEN PROVIDING THE SERVICES, THE ADMINISTRATOR'S AGGREGATE LIABILITY TO THE COMPANY ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT WILL BE LIMITED TO WARRANTIES MONETARY DAMAGES NOT TO EXCEED THE AMOUNT OF TITLEFEES PAID HEREUNDER DURING THE THIRTY-SIX MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE FIRST SUCH CLAIM TO OCCUR (THE "LIABILITY THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI INVESTMENTS GLOBAL FUNDS SERVICES [GRAPHIC OMITTED] CAP"). FOR PURPOSES OF THE FOREGOING, NON INFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS THE LIABILITY CAP SHALL BE CALCULATED BY MULTIPLYING THE AVERAGE MONTHLY FEE PAYABLE TO THE ADMINISTRATOR FOR A PARTICULAR PURPOSETHE THREE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE FIRST CLAIM TO OCCUR BY THIRTY-SIX, OR THAT SUCH SERVICES WILL BE ERROR FREEIF THE EVENT GIVING RISE TO THE FIRST CLAIM OCCURS DURING THE FIRST THREE MONTHS FROM THE LIVE DATE, MULTIPLYING THE FEE PAYABLE TO THE ADMINISTRATOR FOR THE MONTH IN WHICH THE CLAIM OCCURS BY THIRTY-SIX For the avoidance of doubt, the Administrator shall not be responsible for any breach in the performance of its obligations under this Agreement due to (i) the failure or delay of the Company or either of its respective agents to perform its obligations under this Agreement or (ii) the Administrator's reliance on Company Data. COMPANY MAKES NO WARRANTY THAT Each party shall have the duty to mitigate its damages for which another party may become responsible. As used in this SECTION 5, the term "ADMINISTRATOR" shall include the officers, directors, employees, affiliates and agents of the Administrator as well as that entity itself. 5.02 NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE BROADBAND SERVICES WILL BE UNINTERRUPTEDCONTRARY, OR WILL SECURE CUSTOMER'S COMPUTER FROM THIRD PARTY UNAUTHORIZED ACCESS OR MONITORING. CUSTOMER AGREES THAT ALL USE OF THE BROADBAND SERVICES IS AT CUSTOMER'S SOLE RISK AND CUSTOMER EXPRESSLY ACKNOWLEDGES AND ACCEPTS THE BROADBAND SERVICES KNOWING THAT SUCH SERVICES ARE SUBJECT TO INTERRUPTION FROM POWER OUTAGES AND EQUIPMENT FAILURES. IN NO EVENT WILL COMPANY, ITS AFFILIATES OR PARENT CORPORATION, SHALL ANY PARTY HERETO BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR OTHER NON- DIRECT DAMAGES OF ANY KINDKIND WHETHER SUCH LIABILITY IS PREDICATED ON CONTRACT, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THE INSTALLATION, REPAIR, REPLACEMENTSTRICT LIABILITY, OR REMOVAL ANY OTHER THEORY AND REGARDLESS OF COMPANY'S EQUIPMENT, WHETHER THE USE OR INABILITY TO USE THE BROADBAND SERVICES, OR THE USE OR INABILITY TO USE ANY THIRD PARTY SERVICES INCLUDING, BUT NOT LIMITED TO E911 SERVICE AND HOME SECURITY OR MEDICAL MONITORING SERVICE, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL SPECIAL CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT THERE IS NEGLIGENCE ON THE PART OF COMPANY AND WHETHER OR NOT COMPANY HAS BEEN OTHER PARTIES ARE ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. IN For the avoidance of doubt, the following shall be considered direct damages to the extent they result directly from the breaching party's failure to perform in accordance with this Agreement: (i) any loss, damage or expense caused by or arising from the Gross Negligence, bad faith or fraud of such party; (ii) a material violation of law or regulation applicable to such party; and (iii) any misstatement or omission in the Company Materials to the extent such misstatement or omission is based upon input from such party. 5.03 The Administrator may, from time to time, provide to the Company services and products ("SPECIAL THIRD PARTY SERVICES") from external third party sources that are Pricing Sources or other similar service providers ("SPECIAL THIRD PARTY VENDORS"). The Company acknowledges and agrees that the Special Third Party Services are confidential and proprietary trade secrets of the Special Third Party Vendors. Accordingly, the Company shall honor requests by the Administrator and the Special Third Party Vendors to protect their proprietary rights in their data, information and property including requests that the Company place copyright notices or other proprietary legends on printed matter, print outs, tapes, disks, film or any other medium of dissemination. The Company further acknowledges and agrees that all Special Third Party Services are provided on an "AS IS WITH ALL FAULTS" basis solely for such Company's internal use, and as an aid in connection with the receipt of the Services. The Company may use Special Third Party Services as normally required on view-only screens and hard copy statements, reports and other documents necessary to support such Company's investors and may provide such information, statements, reports and other documents to the Company's Authorized Persons; however the Company shall not distribute any Special Third Party Services to other third parties. THE ADMINISTRATOR MAKES NO EVENT WILL COMPANY'S LIABILITY EXCEED WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR ANY OTHER MATTER WITH RESPECT TO ANY OF THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE BROADBAND SPECIAL THIRD PARTY SERVICES. Customer agrees THE ADMINISTRATOR SHALL NOT BE LIABLE FOR ANY DAMAGES SUFFERED BY THE COMPANY IN THE USE OF ANY OF THE SPECIAL THIRD PARTY SERVICES. 5.04 The Administrator may apply to defendCompany, indemnify the Investment Manager or any Person acting on Company's behalf at any time for instructions and may, with the prior written consent THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI INVESTMENTS GLOBAL FUNDS SERVICES [GRAPHIC OMITTED] of the Company, consult counsel for Company or, with the prior written consent of the Investment Manager, counsel for the Investment Manager or with accountants, counsel and other experts with respect to any matter arising in connection with the Administrator's duties hereunder, and, subject to SECTION 5.01, the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the advice of counsel, accountants or other experts. Also, the Administrator shall not be liable for actions taken pursuant to any document which it reasonably believes to be genuine and to have been signed by an Authorized Person. The Administrator shall not be held to have notice of any change of authority of any officer, employee or agent of the Company until receipt of written notice thereof. To the extent that the Administrator consults with the Company's counsel pursuant to this provision, any such expense shall be borne by the Company. 5.05 The Administrator shall have no liability for its reliance on Company Data or the performance or omissions of unaffiliated third parties such as, by way of example and not limitation, transfer agents, sub-transfer agents, custodians, prime brokers, placement agents, third party marketers, asset data service providers, investment advisers (including, without limitation, the Investment Manager) or sub-advisers, current or former third party service providers, Pricing Sources, software providers, printers, postal or delivery services, prior administrators, telecommunications providers and processing and settlement services so long as, to the extent such third parties were selected by the Administrator, such third parties were selected with due care. The Administrator may rely on and shall have no duty to investigate or confirm the accuracy or adequacy of any information provided by any of the foregoing third parties. 5.06 The Administrator shall have no obligations with respect to any laws relating to the distribution, purchase or sale of Shares. Further, the Company assumes full responsibility for the preparation, contents and distribution of its Company Materials (except with respect to the accuracy of the description of the Administrator in the Company Materials as provided by the Administrator pursuant to SECTION 3.02.05 hereof) and its compliance with any applicable laws, rules, and regulations. 5.07 The Company shall indemnify, defend and hold harmless Companythe Administrator from and against and the Administrator shall have no liability in connection with any and all actions, its affiliates suits and Parent Corporationclaims, whether groundless or otherwise, and from and against any and all claims losses, damages, costs, charges, reasonable counsel fees and expensesdisbursements, payments, expenses and liabilities (including reasonable attorneys' feesinvestigation expenses) arising directly or indirectly out of: (i) any act or omission of the Administrator in carrying out its duties hereunder or as a result of the Administrator's reliance upon any instructions, arising out notice or instrument that the Administrator believes is genuine and signed or presented by an Authorized Person of the Company; provided that this indemnification shall not apply if any such loss, damage or related expense is caused by or arises from the Administrator's bad faith, Gross Negligence or fraud in the performance of the Services; (ii) any violation by the Company or the Investment Manager of any applicable investment policy, law or regulation, (iii) any misstatement or omission in the Company Materials (except in respect of the description of the Administrator as provided by the Administrator pursuant to SECTION 3.02.05 hereof) or any Company Data; (iv) any breach by the Company of any representation, warranty or agreement contained in this Agreement; (v) any act or omission of the Company, the Company's former administrator, a Special Third Party Vendor, the Company's other service providers (such as custodians, prime brokers, transfer agents, investment advisors andsub-advisers); (vi) any pricing error caused by the failure of the Company's investment adviser or sub- adviser to provide a trade ticket or for incorrect information included in any way trade ticket; or (vii) any act or omission of the Administrator as a result of the Administrator's compliance THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI INVESTMENTS GLOBAL FUNDS SERVICES [GRAPHIC OMITTED] with the AML Regime, including, but not limited to, returning an investor's Investment or restricting the payment of redemption proceeds. 5.08 The indemnification rights afforded to the use Parties hereunder shall include the right to reasonable advances of defense expenses on an as-incurred basis in the event of any pending or threatened litigation or Action with respect to which indemnification hereunder may ultimately be merited. If in any case the indemnifying Party is asked to indemnify or hold the indemnified Party harmless, the indemnified Party shall promptly advise the indemnifying Party of the Broadband Services by Customer pertinent facts concerning the situation in question, and the indemnified Party will use all reasonable care to identify and notify the indemnifying Party promptly concerning any situation which presents or otherwise arising out appears likely to present the probability of Customer's breach such a claim for indemnification, but failure to do so shall not affect the rights hereunder. 5.09 The indemnifying Party shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any term suit brought to enforce any claims subject to this indemnity provision. If the indemnifying Party elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the indemnifying Party and satisfactory to the indemnified Party, whose approval shall not be unreasonably withheld. In the event that the indemnifying Party elects to assume the defense of any suit and retain counsel, the indemnified Party shall bear the fees and expenses of any additional counsel retained by it. If the indemnifying Party does not elect to assume the defense of a suit, it will advance to the indemnified Party the fees and expenses of any counsel retained by the indemnified Party. None of the parties hereto shall settle or compromise any action, suit, proceeding or claim if such settlement or compromise provides for an admission of liability on the part of the indemnified party without such indemnified party's written consent. 5.10 THE COMPANY AND THE ADMINISTRATOR HAVE FREELY AND OPENLY NEGOTIATED THIS AGREEMENT, INCLUDING THE PRICING, WITH THE KNOWLEDGE THAT THE LIABILITY OF THE PARTIES IS TO BE LIMITED IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT. 5.11 The provisions of this SECTION 5 shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. CUSTOMER AGREES THAT ALL BROADBAND SERVICES 5.01 THE DUTIES OF THE ADMINISTRATOR SHALL BE CONFINED TO THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT, AND NO IMPLIED DUTIES ARE PROVIDED ASSUMED BY COMPANY ON AN "OR MAY BE ASSERTED AGAINST THE ADMINISTRATOR. EXCEPT TO THE EXTENT ARISING OUT OF THE ADMINISTRATOR'S GROSS NEGLIGENCE (AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KINDDEFINED HEREIN), EITHER EXPRESS WILLFUL MISCONDUCT, BAD FAITH, FRAUD OR IMPLIEDCRIMINAL MISCONDUCT WHEN PROVIDING THE SERVICES, INCLUDING BUT NOT THE ADMINISTRATOR'S AGGREGATE LIABILITY TO THE TRUST WILL BE LIMITED TO WARRANTIES MONETARY DAMAGES NOT TO EXCEED THE AMOUNT OF TITLEFEES PAID HEREUNDER DURING THE THREE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE FIRST SUCH CLAIM TO OCCUR. For the avoidance of doubt, NON INFRINGEMENT OR IMPLIED WARRANTIES the Administrator shall not be responsible for any breach in the performance of its obligations under this Agreement due to (i) the failure or delay of the Trust or either of its respective agents to perform its obligations under this Agreement or (ii) the Administrator's reliance on Trust Data. Each party shall have the duty to mitigate its damages for which another party may become responsible. As used in this SECTION 5, the term "ADMINISTRATOR" shall include the officers, directors, employees, affiliates and agents of the Administrator as well as that entity itself. NOTWITHSTANDING ANY OTHER PROVISION OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSETHIS AGREEMENT TO THE CONTRARY, OR THAT SUCH SERVICES WILL BE ERROR FREE. COMPANY MAKES NO WARRANTY THAT THE BROADBAND SERVICES WILL BE UNINTERRUPTED, OR WILL SECURE CUSTOMER'S COMPUTER FROM THIRD PARTY UNAUTHORIZED ACCESS OR MONITORING. CUSTOMER AGREES THAT ALL USE OF THE BROADBAND SERVICES IS AT CUSTOMER'S SOLE RISK AND CUSTOMER EXPRESSLY ACKNOWLEDGES AND ACCEPTS THE BROADBAND SERVICES KNOWING THAT SUCH SERVICES ARE SUBJECT TO INTERRUPTION FROM POWER OUTAGES AND EQUIPMENT FAILURES. IN NO EVENT WILL COMPANY, ITS AFFILIATES OR PARENT CORPORATION, SHALL THE ADMINISTRATOR BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR OTHER NON- DIRECT DAMAGES OF ANY KINDKIND WHETHER SUCH LIABILITY IS PREDICATED ON CONTRACT, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THE INSTALLATION, REPAIR, REPLACEMENTSTRICT LIABILITY, OR REMOVAL ANY OTHER THEORY AND REGARDLESS OF COMPANY'S EQUIPMENT, WHETHER THE USE OR INABILITY TO USE THE BROADBAND SERVICES, OR THE USE OR INABILITY TO USE ANY THIRD PARTY SERVICES INCLUDING, BUT NOT LIMITED TO E911 SERVICE AND HOME SECURITY OR MEDICAL MONITORING SERVICE, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL SPECIAL CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT THERE TRUST IS NEGLIGENCE ON THE PART OF COMPANY AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. 5.02 The Administrator may, from time to time, provide to the Trust services and products ("SPECIAL THIRD PARTY SERVICES") from external third party sources that are telecommunication carriers, Pricing Sources, data feed providers or other similar service providers ("SPECIAL THIRD PARTY VENDORS"). IN The Trust acknowledges and agrees that the THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI INVESTMENTS GLOBAL FUNDS SERVICES Special Third Party Services are confidential and proprietary trade secrets of the Special Third Party Vendors. Accordingly, the Trust shall honor requests by the Administrator and the Special Third Party Vendors to protect their proprietary rights in their data, information and property including requests that the Trust place copyright notices or other proprietary legends on printed matter, print outs, tapes, disks, film or any other medium of dissemination. The Trust further acknowledges and agrees that all Special Third Party Services are provided on an "AS IS WITH ALL FAULTS" basis solely for such Trust's internal use, and as an aid in connection with the receipt of the Services. The Trust may use Special Third Party Services as normally required on view-only screens and hard copy statements, reports and other documents necessary to support such Trust's investors, however the Trust shall not distribute any Special Third Party Services to other third parties. THE SPECIAL THIRD PARTY VENDORS AND THE ADMINISTRATOR MAKE NO EVENT WILL COMPANY'S LIABILITY EXCEED WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR ANY OTHER MATTER WITH RESPECT TO ANY OF THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE BROADBAND SPECIAL THIRD PARTY SERVICES. Customer agrees to defendNEITHER THE ADMINISTRATOR NOR THE SPECIAL THIRD PARTY VENDORS SHALL BE LIABLE FOR ANY DAMAGES SUFFERED BY THE TRUST IN THE USE OF ANY OF THE SPECIAL THIRD PARTY SERVICES, indemnify INCLUDING, WITHOUT LIMITATION, LIABILITY FOR ANY INCIDENTAL, CONSEQUENTIAL OR SIMILAR DAMAGES. 5.03 Trust shall indemnify, defend and hold harmless Companythe Administrator from and against and the Administrator shall have no liability in connection with any and all actions, its affiliates suits and Parent Corporationclaims, whether groundless or otherwise, and from and against any and all claims losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of: (i) any act or omission of the Administrator in carrying out its duties hereunder or as a result of the Administrator's reliance upon any instructions, notice or instrument that the Administrator believes is genuine and signed or presented by an authorized Person of Trust; provided that this indemnification shall not apply if any such loss, damage or expense is caused by or arises from the Administrator's, gross negligence, willful misconduct, criminal misconduct, bad faith or fraud in the performance of the Services; (ii) any violation by Trust of any applicable investment policy, law or regulation, (iii) any misstatement or omission in the Trust Materials or any Trust Data; (iv) any breach by Trust of any representation, warranty or agreement contained in this Agreement; (v) any act or omission of Trust, a Special Third Party Vendor, the Trust's other service providers (such as custodians, prime brokers, transfer agents, investment advisors and sub-advisers); (vi) any pricing error caused by the failure of the Trust's investment adviser or sub-adviser to provide a trade ticket or for incorrect information included in any trade ticket; or (vii) any act or omission of the Administrator as a result of the Administrator's compliance with the Regulations, including, but not limited to, returning an investor's Investment or restricting the payment of redemption proceeds. 5.04 To the extent that a Portfolio receives Special Third Party Services from Interactive Data Corporation ("IDC"), such Portfolio shall indemnify and hold harmless IDC and its suppliers from any and all losses, damages, liability, costs, including reasonable attorneys' attorney's fees, resulting directly or indirectly from any claim or demand against IDC by a third party arising out of of, derived from, or related to the accuracy or completeness of any such Special Third Party Services received by a Portfolio. IDC shall not be liable for any claim or demand against a Portfolio by any third party. 5.05 The Administrator may apply to Trust, or any Person acting on Trust's behalf at any time for instructions and may consult counsel for Trust or with accountants, counsel and other experts with respect to any matter arising in THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI INVESTMENTS GLOBAL FUNDS SERVICES connection with the Administrator's duties hereunder, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the advice of counsel, accountants or other experts. Also, the Administrator shall not be liable for actions taken pursuant to any document which it reasonably believes to be genuine and to have been signed by the proper Person or Persons. The Administrator shall not be held to have notice of any change of authority of any officer, employee or agent of Trust until receipt of written notice thereof. To the extent that the Administrator consults with Trust counsel pursuant to this provision, any such expense shall be borne by Trust. 5.06 The Administrator shall have no liability for its reliance on Trust Data or the performance or omissions of unaffiliated third parties such as, by way of example and not limitation, transfer agents, sub-transfer agents, custodians, prime brokers, placement agents, third party marketers, asset data service providers, investment advisers or sub-advisers, current or former third party service providers, Pricing Sources, software providers, printers, postal or delivery services, prior administrators, telecommunications providers and processing and settlement services. The Administrator may rely on and shall have no duty to investigate or confirm the accuracy or adequacy of any information provided by any of the foregoing third parties. 5.07 The Administrator shall have no obligations with respect to any laws relating to the distribution, purchase or sale of Shares. Further, Trust assumes full responsibility for the preparation, contents and distribution of its Trust Materials and its compliance with any applicable laws, rules, and regulations. 5.08 The indemnification rights afforded to Administrator hereunder shall include the right to reasonable advances of defense expenses on an as-incurred basis in the event of any pending or threatened litigation or Action with respect to which indemnification hereunder may ultimately be merited. If in any way case Trust is asked to indemnify or hold the Administrator harmless, the Administrator shall promptly advise Trust of the pertinent facts concerning the situation in question, and the Administrator will use all reasonable care to identify and notify Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification, but failure to do so shall not affect the rights hereunder. 5.09 Trust shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by Trust and satisfactory to the use Administrator, whose approval shall not be unreasonably withheld. In the event that Trust elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If Trust does not elect to assume the defense of a suit, it will advance to the Administrator the fees and expenses of any counsel retained by the Administrator. None of the Broadband Services by Customer parties hereto shall settle or otherwise arising out compromise any action, suit, proceeding or claim if such settlement or compromise provides for an admission of Customer's breach of any term liability on the part of the indemnified party without such indemnified party's written consent. 5.10 THE TRUST AND THE ADMINISTRATOR HAVE FREELY AND OPENLY NEGOTIATED THIS AGREEMENT, INCLUDING THE PRICING, WITH THE KNOWLEDGE THAT THE LIABILITY OF THE PARTIES IS TO BE LIMITED IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT. 5.11 The provisions of this SECTION 5 shall survive the termination of this Agreement. THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI INVESTMENTS GLOBAL FUNDS SERVICES

Limitation of Liability and Indemnification. CUSTOMER AGREES THAT ALL BROADBAND 5.01 THE DUTIES OF THE ADMINISTRATOR SHALL BE CONFINED TO THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT, AND NO IMPLIED DUTIES ARE ASSUMED BY OR MAY BE ASSERTED AGAINST THE ADMINISTRATOR, EXCEPT TO THE EXTENT ARISING OUT OF THE ADMINISTRATOR’S BAD FAITH, FRAUD, SEI - 262056 THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI INVESTMENTS GLOBAL FUNDS SERVICES ARE PROVIDED BY COMPANY ON AN "GROSS NEGLIGENCE (AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KINDDEFINED HEREIN), EITHER EXPRESS WILLFUL MISCONDUCT OR IMPLIEDCRIMINAL MISCONDUCT WHEN PROVIDING THE SERVICES, INCLUDING BUT NOT THE ADMINISTRATORS AGGREGATE LIABILITY TO THE TRUST WILL BE LIMITED TO WARRANTIES MONETARY DAMAGES MUTUALLY AGREED UPON FROM TIME TO TIME IN A SEPARATE WRITING EXECUTED BY THE PARTIES. For the avoidance of doubt, the Administrator shall not be responsible for any breach in the performance of its obligations under this Agreement due to (i) the failure or delay of the Trust or either of its respective agents to perform its obligations under this Agreement or (ii) the Administrator’s reliance on Trust Data. Each party shall have the duty to mitigate its damages for which another party may become responsible. As used in this Section 5, the term “Administrator” shall include the officers, directors, employees, affiliates and agents of the Administrator as well as that entity itself. NOTWITHSTANDING ANY OTHER PROVISION OF TITLETHIS AGREEMENT TO THE CONTRARY, NON INFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT SUCH SERVICES WILL BE ERROR FREE. COMPANY MAKES NO WARRANTY THAT THE BROADBAND SERVICES WILL BE UNINTERRUPTED, OR WILL SECURE CUSTOMER'S COMPUTER FROM THIRD PARTY UNAUTHORIZED ACCESS OR MONITORING. CUSTOMER AGREES THAT ALL USE OF THE BROADBAND SERVICES IS AT CUSTOMER'S SOLE RISK AND CUSTOMER EXPRESSLY ACKNOWLEDGES AND ACCEPTS THE BROADBAND SERVICES KNOWING THAT SUCH SERVICES ARE SUBJECT TO INTERRUPTION FROM POWER OUTAGES AND EQUIPMENT FAILURES. IN NO EVENT WILL COMPANY, ITS AFFILIATES OR PARENT CORPORATION, SHALL THE ADMINISTRATOR BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR OTHER NON-DIRECT DAMAGES OF ANY KINDKIND WHETHER SUCH LIABILITY IS PREDICATED ON CONTRACT, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THE INSTALLATION, REPAIR, REPLACEMENTSTRICT LIABILITY, OR REMOVAL ANY OTHER THEORY AND REGARDLESS OF COMPANY'S EQUIPMENT, WHETHER THE USE OR INABILITY TO USE THE BROADBAND SERVICES, OR THE USE OR INABILITY TO USE ANY THIRD PARTY SERVICES INCLUDING, BUT NOT LIMITED TO E911 SERVICE AND HOME SECURITY OR MEDICAL MONITORING SERVICE, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL SPECIAL CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT THERE TRUST IS NEGLIGENCE ON THE PART OF COMPANY AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. 5.02 The Administrator may, from time to time, provide to the Trust services and products (“Special Third Party Services”) from external third party sources that are telecommunication carriers, Pricing Sources, data feed providers or other similar service providers (“Special Third Party Vendors”). IN The Trust acknowledges and agrees that the Special Third Party Services are confidential and proprietary trade secrets of the Special Third Party Vendors. Accordingly, the Trust shall honor requests by the Administrator and the Special Third Party Vendors to protect their proprietary rights in their data, information and property including requests that the Trust place copyright notices or other proprietary legends on printed matter, print outs, tapes, disks, film or any other medium of dissemination. The Trust further acknowledges and agrees that all Special Third Party Services are provided on an ‘‘AS IS WITH ALL FAULTS” basis solely for such Trust’s internal use, and as an aid in connection with the receipt of the Services. The Trust may use Special Third Party Services as normally required on view-only screens and hard copy statements, reports and other documents necessary to support such Trusts investors, however the Trust shall not distribute any Special Third Party Services to other third parties. THE SPECIAL THIRD PARTY VENDORS AND THE ADMINISTRATOR MAKE NO EVENT WILL COMPANY'S LIABILITY EXCEED WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR ANY OTHER MATTER WITH RESPECT TO ANY OF THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE BROADBAND SPECIAL THIRD PARTY SERVICES. Customer agrees to defendNEITHER THE ADMINISTRATOR NOR THE SPECIAL THIRD PARTY VENDORS SHALL BE LIABLE FOR ANY DAMAGES SUFFERED BY THE TRUST IN THE USE OF ANY OF THE SPECIAL THIRD PARTY SERVICES, indemnify INCLUDING, WITHOUT LIMITATION, LIABILITY FOR ANY INCIDENTAL, CONSEQUENTIAL OR SIMILAR DAMAGES. 5.03 Trust shall indemnify, defend and hold harmless Companythe Administrator from and against and the Administrator shall have no liability in connection with any and all actions, its affiliates suits and Parent Corporationclaims, whether groundless or otherwise, and from and against any and all claims losses, damages, costs, charges, reasonable counsel fees and expensesdisbursements, payments, expenses and liabilities (including reasonable attorneys' feesinvestigation expenses) arising directly or indirectly out of: (i) any act or omission of the Administrator in carrying out its duties hereunder or as a result of the Administrator’s reliance upon any instructions, arising out notice or instrument that the Administrator believes is genuine and signed or presented by an authorized Person of Trust; provided that this indemnification shall not apply if any such loss, damage or related expense is caused by or arises from the Administrator’s bad faith, fraud, SEI - 262056 THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI INVESTMENTS GLOBAL FUNDS SERVICES Gross Negligence, willful misconduct or criminal misconduct in the performance of the Services; (ii) any violation by Trust or Trust’s sponsor of any applicable investment policy, law or regulation, (iii) any misstatement or omission in the Trust Materials or any Trust Data; (iv) any breach by Trust of any representation, warranty or agreement contained in this Agreement; (v) any act or omission of Trust, the Trust’s former administrator, a Special Third Party Vendor, the Trust’s other service providers (such as custodians, prime brokers, transfer agents, investment advisors and sub-advisers); (vi) any pricing error caused by the failure of the Trust’s investment adviser or sub-adviser to provide a trade ticket or for incorrect information included in any way trade ticket; or (vii) any act or omission of the Administrator as a result of the Administrator’s compliance with the Regulations, including, but not limited to, returning an investor’s Investment or restricting the payment of redemption proceeds; provided however that the indemnification under this Section 5.03 shall not apply to the use extent any such loss, damage or expense is caused by the Administrator’s bad faith. fraud or criminal conduct in the performance of the Broadband Services under this Agreement. 5.04 The Administrator may apply to Trust, Trust’s sponsor or any Person acting on Trust’s behalf at any time for instructions and may consult counsel for Trust or Trust’s sponsor or with accountants, counsel and other experts with respect to any matter arising in connection with the Administrator’s duties hereunder, and the Administrator shall not be liable or accountable for any action taken or omitted by Customer it in good faith in accordance with such instruction or otherwise arising out with the advice of Customer's breach counsel, accountants or other experts. Also, the Administrator shall not be liable for actions taken pursuant to any document which it reasonably believes to be genuine and to have been signed by the proper Person or Persons. The Administrator shall not be held to have notice of any term change of authority of any officer, employee or agent of Trust until receipt of written notice thereof. To the extent that the Administrator consults with Trust counsel pursuant to this provision, any such expense shall be borne by Trust. 5.05 The Administrator shall have no liability for its reliance on Trust Data or the performance or omissions of unaffiliated third parties such as, by way of example and not limitation, transfer agents, sub-transfer agents, custodians, prime brokers, placement agents, third party marketers, asset data service providers, investment advisers (including, without limitation, the Sponsor) or sub-advisers, current or former third party service providers, Pricing Sources, software providers, printers, postal or delivery services, prior administrators, telecommunications providers and processing and settlement services. The Administrator may rely on and shall have no duty to investigate or confirm the accuracy or adequacy of any information provided by any of the Agreementforegoing third parties. 5.06 The Administrator shall have no obligations with respect to any laws relating to the distribution, purchase or sale of Shares. Further, Trust assumes full responsibility for the preparation, contents and distribution of its Trust Materials and its compliance with any applicable laws, rules, and regulations. 5.07 The indemnification rights afforded to Administrator hereunder shall include the right to reasonable advances of defense expenses on an as-incurred basis in the event of any pending or threatened litigation or Action with respect to which indemnification hereunder may ultimately be merited. If in any case Trust is asked to indemnify or hold the Administrator harmless, the Administrator shall promptly advise Trust of the pertinent facts concerning the situation in question, and the Administrator will use all reasonable care to identify and notify Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification, but failure to do so shall not affect the rights hereunder. SEI - 262056 THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI INVESTMENTS GLOBAL FUNDS SERVICES

Limitation of Liability and Indemnification. CUSTOMER USI shall not be liable to Student or any other person, including the co‐residents and guests of Student, for any damage to their person or property from any defect, known or unknown, in the construction, condition, or maintenance of the said University Housing. Student hereby releases USI from all liability for any accident, damage or injury caused to the person or property of Student on or about the Housing. TO THE FULLEST EXTENT PERMITTED BY LAW, STUDENT AGREES THAT TO INDEMNIFY, PROTECT AND HOLD HARMLESS USI AND ITS TRUSTEES, ACTING IN THEIR CAPACITY AS TRUSTEES AND OTHERWISE, OFFICERS, AGENTS, EMPLOYEES, OR CONTRACTORS OF AND FROM ANY AND ALL BROADBAND SERVICES ARE PROVIDED BY COMPANY ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES COSTS, EXPENSES (INCLUDING ATTORNEYS’ FEES), LIABILITIES, LOSSES, DAMAGES, SUITS, ACTIONS, FINES, PENALTIES, CLAIMS OR DEMANDS OF ANY KINDKIND ASSERTED BY OR ON BEHALF OF STUDENT OR ANY OTHER PERSON, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NON INFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSEENTITY, OR THAT SUCH SERVICES WILL BE ERROR FREE. COMPANY MAKES NO WARRANTY THAT THE BROADBAND SERVICES WILL BE UNINTERRUPTEDGOVERNMENTAL AUTHORITY, FOR PERSONAL INJURY, DEATH OR WILL SECURE CUSTOMER'S COMPUTER FROM THIRD PARTY UNAUTHORIZED ACCESS OR MONITORING. CUSTOMER AGREES THAT PROPERTY DAMAGE OF ANY AND ALL USE PERSONS BY REASON OF THE BROADBAND SERVICES IS AT CUSTOMER'S SOLE RISK USE, OCCUPATION, AND CUSTOMER EXPRESSLY ACKNOWLEDGES AND ACCEPTS MAINTENANCE OF THE BROADBAND SERVICES KNOWING THAT SUCH SERVICES ARE SUBJECT TO INTERRUPTION FROM POWER OUTAGES AND EQUIPMENT FAILURES. IN NO EVENT WILL COMPANY, ITS AFFILIATES OR PARENT CORPORATION, BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THE INSTALLATION, REPAIR, REPLACEMENT, OR REMOVAL OF COMPANY'S EQUIPMENT, THE USE OR INABILITY TO USE THE BROADBAND SERVICES, OR THE USE OR INABILITY TO USE ANY THIRD PARTY SERVICES INCLUDING, BUT NOT LIMITED TO E911 SERVICE AND HOME SECURITY OR MEDICAL MONITORING SERVICEHOUSING, INCLUDING ANY DIRECTAND ALL PUBLIC LIABILITY TO GUESTS, INDIRECTEMPLOYEES, INCIDENTAL SPECIAL CONSEQUENTIAL OR PUNITIVE DAMAGESAND OTHERS, WHETHER OR NOT THERE IT IS NEGLIGENCE ON ALLEGED THAT USI IN ANY WAY CONTRIBUTED TO THE PART OF COMPANY AND WHETHER ALLEGED WRONGDOING OR IS LIABLE DUE TO A NON‐DELEGABLE DUTY. HOWEVER, STUDENT SHALL NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. IN NO EVENT WILL COMPANY'S LIABILITY EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER BE OBLIGATED TO INDEMNIFY USI FOR THE BROADBAND SERVICESSOLE NEGLIGENCE OR WILLFUL MISCONDUCT OF USI OR ITS AGENTS AND EMPLOYEES WHERE SUCH INDEMNIFICATION IS CONTRARY TO LAW. Customer agrees USI and its agents and invitees shall have the right to defend, indemnify enter and hold harmless Company, its affiliates access to University Housing at all reasonable times to examine the condition of the Housing and Parent Corporation, from to confirm that the Student and against any co‐residents or guests are in compliance with the terms of this Contract and all claims and expensesUSI’s written policies, including reasonable attorneys' feesbut not limited to USI’s Code of Student Behavior or USI’s Housing and Resident Handbook, arising out or to determine compliance with federal, state or local laws. USI reserves the right to remove any items discovered during such inspection that are not in conformity with the terms of this Contract and USI’s written policies. The Student acknowledges and agrees that any such entry, inspection or related in any way removal of property by USI may be made without prior notice to the use Student and shall not constitute an eviction, a termination of this Contract or a breach of Student’s quiet enjoyment of the Broadband Services by Customer or otherwise arising out of Customer's breach of any term of the AgreementHousing.

Limitation of Liability and Indemnification. CUSTOMER AGREES THAT ALL BROADBAND SERVICES SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY BY VENDORS OR SERVICE PROVIDERS. TO THE EXTENT SUCH EXCLUSIONS OR LIMITATIONS ARE PROVIDED BY COMPANY ON AN "AS IS" PROHIBITED IN THE JURISDICTION WHERE YOU ARE LOCATED SOME OF THE EXCLUSIONS OR LIMITATIONS SET FORTH BELOW MAY NOT APPLY TO YOU. THE ENTIRE LIABILITY OF ALTIUM AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES ITS CONTRIBUTING COMPONENT MANUFACTURERS IN RESPECT TO ANY BREACH OF ALTIUM’S CONTRACTUAL OBLIGATIONS ARISING UNDER THIS XXXX AND ANY KINDREPRESENTATION, EITHER EXPRESS STATEMENT OR IMPLIEDTORTIOUS ACT OR OMISSION, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NON INFRINGEMENT NEGLIGENCE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT SUCH SERVICES WILL BE ERROR FREE. COMPANY MAKES NO WARRANTY THAT THE BROADBAND SERVICES WILL BE UNINTERRUPTED, OR WILL SECURE CUSTOMER'S COMPUTER FROM THIRD PARTY UNAUTHORIZED ACCESS OR MONITORING. CUSTOMER AGREES THAT ALL USE OF THE BROADBAND SERVICES IS AT CUSTOMER'S SOLE RISK AND CUSTOMER EXPRESSLY ACKNOWLEDGES AND ACCEPTS THE BROADBAND SERVICES KNOWING THAT SUCH SERVICES ARE SUBJECT TO INTERRUPTION FROM POWER OUTAGES AND EQUIPMENT FAILURES. IN NO EVENT WILL COMPANY, ITS AFFILIATES OR PARENT CORPORATION, BE LIABLE FOR DAMAGES OF ANY KIND, INTENTIONAL CONDUCT ARISING UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THE INSTALLATION, REPAIR, REPLACEMENT, OR REMOVAL THIS XXXX (TOGETHER AN “EVENT OF COMPANY'S EQUIPMENT, THE USE OR INABILITY TO USE THE BROADBAND SERVICES, OR THE USE OR INABILITY TO USE ANY THIRD PARTY SERVICES INCLUDING, BUT NOT DEFAULT”) SHALL BE LIMITED TO E911 SERVICE AND HOME SECURITY DAMAGES IN AN AMOUNT EQUAL TO ALL FEES PAID BY YOU TO ALTIUM IN THE PRECEDING TWELVE (12) MONTHS FOR THE APPLICABLE LICENSED MATERIALS. NOTWITHSTANDING THE FOREGOING, ALTIUM WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY EVENT OF DEFAULT FOR LOSS OF DATA, PROFITS, GOODWILL OR MEDICAL MONITORING SERVICE, INCLUDING ANY DIRECTTYPE OF SPECIAL, INDIRECT, INCIDENTAL SPECIAL EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OR PUNITIVE DAMAGES, WHETHER DAMAGE SUFFERED BY YOU AS A RESULT OF ANY ACTION BROUGHT BY A THIRD PARTY) EVEN IF SUCH DAMAGE WAS REASONABLY FORESEEABLE OR NOT THERE IS NEGLIGENCE ON THE PART OF COMPANY AND WHETHER OR NOT COMPANY HAS ALTIUM HAD BEEN ADVISED OF THE POSSIBILITY OF YOUR INCURRING THE SAME, AND REGARDLESS OF WHETHER SUCH EVENT OF DEFAULT IS STYLED AS BEING BASED UPON CONTRACT, TORT, STATUTORY OR OTHER LAW. THIS LIMITATION SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES HEREIN, TO THE EXTENT PERMITTED BY LAW. NOTHING IN THIS SECTION WILL CONFER ANY RIGHT OR REMEDY UPON YOU TO WHICH YOU WOULD NOT OTHERWISE BE LEGALLY ENTITLED. YOU ACKNOWLEDGE THAT EXCEPT AS SET FORTH HEREIN, NO PROMISE, REPRESENTATION, WARRANTY OR UNDERTAKING HAS BEEN MADE BY ALTIUM TO YOU OR TO ANY PERSON ON YOUR BEHALF AS TO THE PROFITABILITY OR ANY OTHER CONSEQUENCES OR BENEFITS TO BE OBTAINED FROM USE OF THE LICENSED MATERIALS. YOU HAVE RELIED SOLELY UPON YOUR OWN SKILL AND JUDGMENT IN ACQUIRING THE LICENSED MATERIALS. YOU AGREE TO INDEMNIFY, DEFEND AND HOLD ALTIUM AND ITS CONTRIBUTING COMPONENT MANUFACTURERS HARMLESS IN THE EVENT YOUR USE OR APPLICATION OF ANY OF THE PRODUCTS LICENSED BY YOU RESULTS IN A LEGAL CLAIM BY ANY THIRD PARTY. IN THE EVENT OF ANY SUCH DAMAGESTHIRD PARTY CLAIM ALTIUM SHALL PROMPTLY NOTIFY YOU AND REASONABLY COOPERATE WITH YOU IN THE DEFENSE THEREOF AT YOUR EXPENSE. ALTIUM MAY ELECT, BUT IS NOT OBLIGATED, TO HIRE ITS OWN LEGAL COUNSEL IN NO THE EVENT WILL COMPANY'S LIABILITY EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE BROADBAND SERVICESOF SUCH THIRD-PARTY CLAIM. Customer agrees Nothing in this XXXX is meant to defendexclude, indemnify and hold harmless Companyrestrict or modify any liability of Altium under any law under any jurisdiction in which the Licensed Materials are licensed, its affiliates and Parent Corporationwhich law prohibits, from and against restricts or modifies any and all claims and expenses, including reasonable attorneys' fees, arising out of or related in any way to the use portion of the Broadband Services by Customer limitation of liability set forth herein, such as the Competition and Consumer Xxx 0000, or otherwise arising out of Customer's breach of any term of the Agreementsimilar law.

Limitation of Liability and Indemnification. CUSTOMER AGREES THAT (a) YOU EXPRESSLY ASSUME ANY AND ALL BROADBAND SERVICES ARE PROVIDED BY COMPANY RISK FOR USE OF THE PLATFORM, THE ORGANIZATION ACCOUNT, AND THE REPORTS AND FOR ANY AND ALL ACTIONS YOU TAKE OR DO NOT TAKE OR RECOMMEND OR DO NOT RECOMMEND BASED ON AN "OR IN CONNECTION WITH YOUR USE OF THE PLATFORM, THE ORGANIZATION ACCOUNT, OR THE REPORTS. THE ENTIRE RISK AS IS" TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES EFFORT OF THE PLATFORM, THE ORGANIZATION ACCOUNT AND THE REPORTS IS WITH YOU. RADIALOGICA HEREBY SPECIFICALLY DISCLAIMS ANY KINDWARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF TITLEMERCHANTABILITY, NON INFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (EVEN IF RADIALOGICA HAS BEEN INFORMED OF SUCH PURPOSE), VALIDITY, ENFORCEABILITY, TITLE AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, AND ANY WARRANTIES THAT MAY ARISE DUE TO COURSE OF PERFORMANCE, COURSE OF DEALING OR THAT SUCH SERVICES WILL BE ERROR FREEUSAGE OF TRADE. COMPANY THE PLATFORM AND THE ORGANIZATION ACCOUNT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND RADIALOGICA MAKES NO REPRESENTATION OR WARRANTY THAT THE BROADBAND SERVICES PLATFORM, THE ORGANIZATION ACCOUNT, OR THE REPORTS WILL ACHIEVE A PARTICULAR RESULT, MEET YOUR REQUIREMENTS, OPERATE IN THE CONFIGURATION OR WITH OTHER HARDWARE OR SOFTWARE YOU USE, OR BE UNINTERRUPTED, SECURE, OR WILL SECURE CUSTOMER'S COMPUTER FROM THIRD PARTY UNAUTHORIZED ACCESS ERROR FREE. (b) In no event shall Radialogica or any of its officers, directors, employees, shareholders, agents, representatives, successors, or assigns (the “Radialogica Parties”) be liable for any indirect, incidental, punitive, special or consequential damages (including without limitation loss of profits, revenue, goodwill, data, or use, work stoppage, computer failure or malfunction, or any damages arising from personal injury, medical malpractice, incorrect information or data provided by Radialogica), resulting from the use of or inability to use the Platform or Organization Account; the performance or non-performance of any part of the Platform or Organization Account; the failure of essential purpose; any errors or omissions in any Reports; or the failure of the Platform or the Organization Account to achieve any particular result, even if, in any case, Radialogica has been notified of the possibility or likelihood of such damages (the “Losses”). Subject to the foregoing, the entire liability of the Radialogica Parties in respect of any Losses, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, is limited to and will not exceed the greater of (i) the amount you have paid to Radialogica for the Organization’s use of the Platform during the one year period immediately preceding the event (or, as the case may be, the last to occur of the series of events) giving rise to your damages or (ii) one hundred dollars (US$100). (c) CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR MONITORINGTHE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. CUSTOMER AGREES THAT AS SUCH, SOME OR ALL USE OF THE BROADBAND SERVICES IS AT CUSTOMER'S SOLE RISK ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND CUSTOMER EXPRESSLY ACKNOWLEDGES AND ACCEPTS THE BROADBAND SERVICES KNOWING THAT SUCH SERVICES ARE SUBJECT TO INTERRUPTION FROM POWER OUTAGES AND EQUIPMENT FAILURESYOU MAY HAVE ADDITIONAL RIGHTS. IN NO EVENT WILL COMPANY, ITS AFFILIATES UNLESS LIMITED OR PARENT CORPORATION, BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THE INSTALLATION, REPAIR, REPLACEMENT, OR REMOVAL OF COMPANY'S EQUIPMENTMODIFIED BY APPLICABLE LAW, THE USE OR INABILITY TO USE THE BROADBAND SERVICESFOREGOING DISCLAIMERS, OR THE USE OR INABILITY TO USE EXCLUSIONS AND LIMITATIONS APPLY, EVEN IF ANY THIRD PARTY SERVICES INCLUDINGREMEDY FAILS OF ITS ESSENTIAL PURPOSE. (d) You and the Organization agree to indemnify, BUT NOT LIMITED TO E911 SERVICE AND HOME SECURITY OR MEDICAL MONITORING SERVICE, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL SPECIAL CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT THERE IS NEGLIGENCE ON THE PART OF COMPANY AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. IN NO EVENT WILL COMPANY'S LIABILITY EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE BROADBAND SERVICES. Customer agrees to defend, indemnify defend and hold harmless Company, its affiliates Radialogica and Parent Corporation, the Radialogica Parties from and against any and all claims claims, injuries, liabilities, damages, losses and all costs and expenses (including attorneys’ and expert witnesses’ fees and expenses, including reasonable attorneys' fees, ) due to or arising out of your or related in any way to the Organization’s use of the Broadband Services by Customer Platform or otherwise arising out of Customer's the Organization Account; your or the Organization’s breach of this Agreement (including without limitation any term breach of warranties described in Section 4); your or the AgreementOrganization’s failure to comply with applicable laws and regulations; or your or the Organization’s negligence or willful misconduct. If you or the Organization is obligated to provide indemnification pursuant to this provision in respect of any third party claim, Radialogica may, in its sole and absolute discretion, control the disposition of such third party claim at your and the Organization’s sole cost and expense. Without limiting the foregoing, neither you nor the Organization may settle, compromise or in any other manner dispose of any third party claim without the consent of Radialogica.

Limitation of Liability and Indemnification. CUSTOMER AGREES THAT ALL BROADBAND SERVICES SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY BY VENDORS OR SERVICE PROVIDERS. TO THE EXTENT SUCH EXCLUSIONS OR LIMITATIONS ARE PROVIDED BY COMPANY ON AN "AS IS" PROHIBITED IN THE JURISDICTION WHERE YOU ARE LOCATED SOME OF THE EXCLUSIONS OR LIMITATIONS SET FORTH BELOW MAY NOT APPLY TO YOU. THE ENTIRE LIABILITY OF ALTIUM AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES ITS CONTRIBUTING COMPONENT MANUFACTURERS IN RESPECT TO ANY BREACH OF ALTIUM’S CONTRACTUAL OBLIGATIONS ARISING UNDER THIS XXXX AND ANY KINDREPRESENTATION, EITHER EXPRESS STATEMENT OR IMPLIEDTORTIOUS ACT OR OMISSION, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NON INFRINGEMENT NEGLIGENCE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT SUCH SERVICES WILL BE ERROR FREE. COMPANY MAKES NO WARRANTY THAT THE BROADBAND SERVICES WILL BE UNINTERRUPTED, OR WILL SECURE CUSTOMER'S COMPUTER FROM THIRD PARTY UNAUTHORIZED ACCESS OR MONITORING. CUSTOMER AGREES THAT ALL USE OF THE BROADBAND SERVICES IS AT CUSTOMER'S SOLE RISK AND CUSTOMER EXPRESSLY ACKNOWLEDGES AND ACCEPTS THE BROADBAND SERVICES KNOWING THAT SUCH SERVICES ARE SUBJECT TO INTERRUPTION FROM POWER OUTAGES AND EQUIPMENT FAILURES. IN NO EVENT WILL COMPANY, ITS AFFILIATES OR PARENT CORPORATION, BE LIABLE FOR DAMAGES OF ANY KIND, INTENTIONAL CONDUCT ARISING UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THE INSTALLATION, REPAIR, REPLACEMENT, OR REMOVAL THIS XXXX (TOGETHER AN “EVENT OF COMPANY'S EQUIPMENT, THE USE OR INABILITY TO USE THE BROADBAND SERVICES, OR THE USE OR INABILITY TO USE ANY THIRD PARTY SERVICES INCLUDING, BUT NOT DEFAULT”) SHALL BE LIMITED TO E911 SERVICE AND HOME SECURITY DAMAGES IN AN AMOUNT EQUAL TO ALL FEES PAID BY YOU TO ALTIUM IN THE PRECEDING TWELVE (12) MONTHS FOR THE APPLICABLE LICENSED MATERIALS. NOTWITHSTANDING THE FOREGOING, ALTIUM WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY EVENT OF DEFAULT FOR LOSS OF DATA, PROFITS, GOODWILL OR MEDICAL MONITORING SERVICE, INCLUDING ANY DIRECTTYPE OF SPECIAL, INDIRECT, INCIDENTAL SPECIAL EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OR PUNITIVE DAMAGES, WHETHER DAMAGE SUFFERED BY YOU AS A RESULT OF ANY ACTION BROUGHT BY A THIRD PARTY) EVEN IF SUCH DAMAGE WAS REASONABLY FORESEEABLE OR NOT THERE IS NEGLIGENCE ON THE PART OF COMPANY AND WHETHER OR NOT COMPANY HAS ALTIUM HAD BEEN ADVISED OF THE POSSIBILITY OF YOUR INCURRING THE SAME, AND REGARDLESS OF WHETHER SUCH EVENT OF DEFAULT IS STYLED AS BEING BASED UPON CONTRACT, TORT, STATUTORY OR OTHER LAW. THIS LIMITATION SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES HEREIN, TO THE EXTENT PERMITTED BY LAW. NOTHING IN THIS SECTION WILL CONFER ANY RIGHT OR REMEDY UPON YOU TO WHICH YOU WOULD NOT OTHERWISE BE LEGALLY ENTITLED. YOU ACKNOWLEDGE THAT EXCEPT AS SET FORTH HEREIN, NO PROMISE, REPRESENTATION, WARRANTY OR UNDERTAKING HAS BEEN MADE BY ALTIUM TO YOU OR TO ANY PERSON ON YOUR BEHALF AS TO THE PROFITABILITY OR ANY OTHER CONSEQUENCES OR BENEFITS TO BE OBTAINED FROM USE OF THE LICENSED MATERIALS. YOU HAVE RELIED SOLELY UPON YOUR OWN SKILL AND JUDGMENT IN ACQUIRING THE LICENSED MATERIALS. YOU AGREE TO INDEMNIFY, DEFEND AND HOLD ALTIUM AND ITS CONTRIBUTING COMPONENT MANUFACTURERS HARMLESS IN THE EVENT YOUR USE OR APPLICATION OF ANY OF THE PRODUCTS LICENSED BY YOU RESULTS IN A LEGAL CLAIM BY ANY THIRD PARTY. IN THE EVENT OF ANY SUCH DAMAGESTHIRD PARTY CLAIM ALTIUM SHALL PROMPTLY NOTIFY YOU AND REASONABLY COOPERATE WITH YOU IN THE DEFENSE THEREOF AT YOUR EXPENSE. ALTIUM MAY ELECT, BUT IS NOT OBLIGATED, TO HIRE ITS OWN LEGAL COUNSEL IN NO THE EVENT WILL COMPANY'S LIABILITY EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE BROADBAND SERVICESOF SUCH THIRD-PARTY CLAIM. Customer agrees Nothing in this XXXX is meant to defendexclude, indemnify and hold harmless Companyrestrict or modify any liability of Altium under any law under any jurisdiction in which the Licensed Materials are licensed, its affiliates and Parent Corporationwhich law prohibits, from and against restricts or modifies any and all claims and expenses, including reasonable attorneys' fees, arising out of or related in any way to the use portion of the Broadband Services by Customer limitation of liability set forth herein, such as the Competition and Consumer Act 2010, or otherwise arising out of Customer's breach of any term of the Agreementsimilar law.

Limitation of Liability and Indemnification. CUSTOMER AGREES THAT ALL BROADBAND SERVICES ARE PROVIDED YOU AGREE TO INDEMNIFY AND HOLD AINVEST AND ITS AFFILIATES, AGENTS, EMPLOYEES, AND LICENSORS (INCLUDING THE THIRD PARTY SERVICE PROVIDERS) HARMLESS FROM ANY CLAIM, DEMAND, LOSS, COSTS OR EXPENSE, INCLUDING ATTORNEYS' FEES, MADE BY COMPANY ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES ANY PERSON ARISING OUT OF YOUR VIOLATION OF THIS AGREEMENT, STATE OR FEDERAL SECURITIES LAWS OR REGULATIONS, OR ANY KIND, EITHER EXPRESS OR IMPLIEDOTHER PERSON'S RIGHTS, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NON INFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT SUCH SERVICES WILL BE ERROR FREE. COMPANY MAKES NO WARRANTY THAT THE BROADBAND SERVICES WILL BE UNINTERRUPTED, OR WILL SECURE CUSTOMER'S COMPUTER FROM THIRD PARTY UNAUTHORIZED ACCESS OR MONITORING. CUSTOMER AGREES THAT ALL USE OF THE BROADBAND SERVICES IS AT CUSTOMER'S SOLE RISK AND CUSTOMER EXPRESSLY ACKNOWLEDGES AND ACCEPTS THE BROADBAND SERVICES KNOWING THAT SUCH SERVICES ARE SUBJECT TO INTERRUPTION FROM POWER OUTAGES AND EQUIPMENT FAILURES. IN NO EVENT WILL COMPANY, ITS AFFILIATES OR PARENT CORPORATION, BE LIABLE FOR DAMAGES OF ANY KINDCOPYRIGHT OR VIOLATION OF ANY PROPRIETARY OR PRIVACY RIGHT. UNDER NO CIRCUMSTANCES, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THE INSTALLATION, REPAIR, REPLACEMENT, OR REMOVAL OF COMPANY'S EQUIPMENT, THE USE OR INABILITY TO USE THE BROADBAND SERVICES, OR THE USE OR INABILITY TO USE ANY THIRD PARTY SERVICES INCLUDING, INCLUDING BUT NOT LIMITED TO E911 A NEGLIGENT ACT, WILL AINVEST OR ITS AFFILIATES, AGENTS, EMPLOYEES, OR LICENSORS (INCLUDING THIRD PARTY SERVICE AND HOME SECURITY PROVIDERS) BE LIABLE FOR ANY DAMAGES OF ANY KIND THAT RESULT FROM THE USE OF, OR MEDICAL MONITORING THE INABILITY TO USE, ANY AINVEST SERVICE, INCLUDING EVEN IF ANY DIRECT, INDIRECT, INCIDENTAL SPECIAL CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT THERE IS NEGLIGENCE ON THE PART OF COMPANY AND WHETHER OR NOT COMPANY SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT WILL COMPANY'S AINVEST OR ITS THIRD PARTY SERVICE PROVIDERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY TORT, CONTRACT OR ANY OTHER LIABILITY EXCEED ARISING IN CONNECTION WITH THE AMOUNT ACTUALLY PAID USE OF A AINVEST SERVICE, OR RELIANCE ON ANY INFORMATION OR SERVICES PROVIDED BY CUSTOMER AINVEST. AINVEST AND ITS THIRD PARTY SERVICE PROVIDERS WILL UNDER NO CIRCUMSTANCES BE LIABLE TO YOU AND/OR ANY THIRD PARTY, REGARDLESS OF THE FORM OF ACTION, FOR ANY LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, OR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES WHATSOEVER, EVEN IF AINVEST OR ITS THIRD PARTY SERVICE PROVIDERS HAS BEEN ADVISED OF THE BROADBAND POSSIBILITY OF SUCH DAMAGES RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE AINVEST SERVICES; (ii) THE TIMELINESS, DELETION, MISDELIVERY, OR FAILURE TO STORE ANY USER DATA, COMMUNICATIONS OR PERSONALIZATION SETTINGS; (iii) THE COST OF GETTING SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY PRODUCTS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE AINVEST SERVICES; (iv) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (v) STATEMENTS OR CONDUCT OF ANYONE ON THE AINVEST SERVICES; (vi) THE USE, INABILITY TO USE, UNAUTHORIZED USE, PERFORMANCE OR NON-PERFORMANCE OF ANY THIRD PARTY, EVEN IF THE THIRD PARTY HAS BEEN ADVISED PREVIOUSLY OF THE POSSIBILITY OF SUCH DAMAGES; OR (vii) ANY OTHER MATTER RELATING TO THE AINVEST SERVICES. Customer agrees YOU AGREE THAT YOU WILL NOT IN ANY WAY HOLD AINVEST RESPONSIBLE FOR ANY SELECTION OR RETENTION OF, OR THE ACTS OR OMISSIONS OF, THIRD PARTIES (INCLUDING THIRD PARTY SERVICE PROVIDERS) IN CONNECTION WITH THE AINVEST SERVICES. Because some states prohibit the limitation of liability for consequential or incidental damages, in such states the limitation of liability only with respect to defendconsequential or incidental damages may not apply to you, indemnify and the respective liability of AINVEST and its Third Party Service Providers, employees, distributors and agents is limited to the greatest extent allowable under applicable law in those states. In the event that a court or arbitration panel, as the case may be, should hold harmless Companythat the limitations of liabilities or remedies available as set forth in this Agreement, or any portions thereof, are unenforceable for any reason, or that any of your remedies under this Agreement fail, then you expressly agree that under no circumstances will the total, aggregate liability of AINVEST and its Third Party Service Providers, employees, distributors, agents or affiliates, to you or any party claiming by or through you for any cause whatsoever, exceed $500 (U.S.), regardless of the form of action and whether in contract, statute, tort or otherwise. Except as otherwise permitted by AINVEST, no materials from the AINVEST Services or any site owned, operated, licensed or controlled by AINVEST may be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way. You may download material displayed on the AINVEST Services for non-commercial, personal use. If you do so, you agree to retain all copyright and other proprietary notices contained on the materials. You may not use, distribute, modify, transmit, or post the content of the AINVEST Services for public or commercial purposes, including any audio, video, text, or images, without AINVEST's written permission. AINVEST’ services are owned by AINVEST or its affiliates or agents (including the Third Party Service Providers) and Parent Corporationare protected by United States copyright laws and international treaty provisions. All content, trademarks, services marks, trade names, logos, and icons are proprietary to AINVEST or its affiliates, licensors or agents (including the Third Party Service Providers). Other third-party products and brand names may be trademarks or registered trademarks of their respective owners, and may not be affiliated with AINVEST. Nothing contained in the AINVEST Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark displayed on the AINVEST Services without the written permission of AINVEST or such third party that may own the trademarks displayed on the AINVEST Services. Your use of the trademarks displayed on the AINVEST Services, or any other content in the AINVEST Services, except as provided herein, is strictly prohibited. Images displayed through the AINVEST’ services are either the property of, or used with permission by, AINVEST. You are prohibited from and against any and all claims and expenses, including reasonable attorneys' fees, arising out of using or related in any way to authorizing the use of these images unless specifically permitted under the Broadband Services by Customer or otherwise arising out of Customer's breach of any term Agreement. Any unauthorized use of the Agreementimages may violate copyright laws, trademark laws, the laws of privacy and publicity, or other regulations and statutes. Pursuant to Section 512(c)(2) of the Copyright Revision Act, as enacted through the Digital Millennium Copyright Act, AINVEST has designated an agent to receive notifications of claimed infringement, as described within our Copyright Policy.

Limitation of Liability and Indemnification. CUSTOMER AGREES THAT ALL BROADBAND SERVICES ARE PROVIDED TO THE MAXIMUM EXTENT PERMITTED BY COMPANY ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF LAW, IN NO EVENT SHALL SELLER BE LIABLE FOR ANY KINDINDIRECT, EITHER EXPRESS INCIDENTAL, SPECIAL, NOMINAL, PUNITIVE, EXEMPLARY, OR IMPLIEDCONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLELOST PROFITS OR DAMAGES FOR DELAY, NON INFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT SUCH SERVICES WILL BE ERROR FREE. COMPANY MAKES NO WARRANTY THAT THE BROADBAND SERVICES WILL BE UNINTERRUPTED, OR WILL SECURE CUSTOMER'S COMPUTER FROM THIRD PARTY UNAUTHORIZED ACCESS OR MONITORING. CUSTOMER AGREES THAT ALL USE OF THE BROADBAND SERVICES IS AT CUSTOMER'S SOLE RISK AND CUSTOMER EXPRESSLY ACKNOWLEDGES AND ACCEPTS THE BROADBAND SERVICES KNOWING THAT SUCH SERVICES ARE SUBJECT TO INTERRUPTION FROM POWER OUTAGES AND EQUIPMENT FAILURES. IN NO EVENT WILL COMPANY, ITS AFFILIATES OR PARENT CORPORATION, BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THE INSTALLATION, REPAIR, REPLACEMENT, OR REMOVAL OF COMPANY'S EQUIPMENT, THE USE OR INABILITY TO USE THE BROADBAND SERVICES, OR THE USE OR INABILITY TO USE ANY THIRD PARTY SERVICES INCLUDING, BUT NOT LIMITED TO E911 SERVICE AND HOME SECURITY OR MEDICAL MONITORING SERVICE, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL SPECIAL CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT THERE IS NEGLIGENCE ON THE PART OF COMPANY AND WHETHER OR NOT COMPANY EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BUYER SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS SELLER, ITS SUBSIDIARIES, AFFILIATED COMPANIES, AND THEIR RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, TRUSTS, TRUSTEES, AND AGENTS (COLLECTIVELY, “INDEMNIFIED PARTIES”) FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, LIABILITIES, JUDGMENTS, SETTLEMENTS, COSTS, INVESTIGATIONS, AND EXPENSES (INDIVIDUALLY, A “CLAIM”) RELATING TO (A) THE USE, HANDLING, OR STORAGE OF THE PRODUCTS OR THEIR CONTAINERS, WHEN NOT DONE IN ACCORDANCE WITH INSTRUCTIONS OR BEST PRACTICES, , (B)_THE SALE OR RESALE OF THE PRODUCTS OR THEIR CONTAINERS, (C) BUYER’S OBLIGATIONS, LIABILITIES, RISKS, AND RESPONSIBILITIES UNDER THESE T&Cs, AND (D) BUYER’S NEGLIGENCE, BREACH OF THESE T&Cs OR OTHER AGREEMENT BETWEEN THE PARTIES, OR ANY OTHER WRONGFUL OR UNLAWFUL CONDUCT. IN ADDITION, TO THE MAXIMUM EXTENT PERMITTED BY LAW, WHEN SELLER IS BLENDING PRODUCTS FOR BUYER, BUYER SHALL ALSO DEFEND, INDEMNIFY, AND HOLD HARMLESS INDEMNIFIED PARTIES FROM ANY CLAIMS STEMMING FROM OR RELATED TO THE PRODUCTS, RAW MATERIALS, WARNINGS, INSTRUCTIONS, AND SUPPLIERS, INCLUDING BUT NOT LIMITED TO, PRODUCT LIABILITY AND STRICT LIABILITY CLAIMS . TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL COMPANY'S LIABILITY SHALL INDEMNIFIED PARTIES’ LIABILITY—WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, STATUTE, COMMON LAW, INDEMNITY, OR OTHERWISE—EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER PURCHASE PRICE FOR THE BROADBAND SERVICESPRODUCTS AT ISSUE OR, IF NOT APPLICABLE, THE PURCHASE PRICE FOR THE PRODUCTS PURCHASED BY BUYER FROM SELLER DURING THE THREE (3) MONTHS PRIOR TO THE EVENTS GIVING RISE TO THE CLAIM. Customer agrees to defendSELLER SHALL HAVE NO LIABILITY WITH RESPECT TO ANY PRODUCT NOT USED IN ACCORDANCE WITH ITS INTENDED PURPOSE, indemnify and hold harmless CompanyTHE MANUFACTURER’S INSTRUCTIONS, its affiliates and Parent CorporationOR APPLICABLE LAW, from and against any and all claims and expensesINCLUDING THE REQUIREMENTS OF THE UNITED STATES FOOD, including reasonable attorneys' fees, arising out of or related in any way to the use of the Broadband Services by Customer or otherwise arising out of Customer's breach of any term of the AgreementDRUGS AND COSMETIC ACT AND THE FOOD AND DRUGS ACT (CANADA).