Common use of Limitation of liability, Indemnities Clause in Contracts

Limitation of liability, Indemnities. ‌ 9.1 Save where expressly stated in clause 9.5, MarketAxess excludes to the fullest extent permitted by law any liability under any title (including, but not limited to, liability for breach of contract, tort, or breach of statutory duty) however incurred, any loss of profit, loss of revenue, loss of anticipated savings, loss or corruption of, or damage to, software or data, loss of contract or opportunity, loss of goodwill, business interruption or loss of claim (in each case whether direct, indirect or consequential, or whether or not reasonably foreseeable or actually contemplated by the Parties at the time). 9.2 The Customer acknowledges that information used to provide the Market Data Services is obtainedfrom third party sources and has not been independently verified by MarketAxess, and agrees that MarketAxess shall not be responsible or liable in any way for the content of the Market Data or uses to which such Market Data or Derived Data is put by Customer (including, but not limited to, any reliance placed on such Market Data). 9.3 Customer agrees that the Market Data Services and the Market Data are provided on an “as is” and “as available” basis and, to the fullest extent permitted by applicable law, provided without any warranties, representations, guarantees, undertakings, terms or conditions of any kind, whether express or implied, including those relating to satisfactory quality, quantity, fitness for purpose or use, completeness, accuracy, timeliness and uninterrupted or error-free availability. 9.4 The aggregate liability of MarketAxess in connection with the Market Data Services shall not exceed the Charges paid by the Customer for the relevant Market Data Service in the three calendar month period prior to the date on which the act or omission which gave rise to the claim against MarketAxess occurred. 9.5 The exclusions in this clause 9 shall apply to the fullest extent permitted by applicable law to acts and‌ omissions of each Party, but neither Party excludes liability for death or personal injury caused by the negligence of that Party or its Representatives; fraud; or any other liability which cannot be excluded by applicable law. 9.6 The Customer agrees to indemnify MarketAxess against any Losses incurred by MarketAxess and its Representatives resulting from, related or attributable to, or in connection with (i) any non- compliance by the Customer with this Master Agreement, including disclosure or transfer by the Customer of Market Data or Derived Data in a manner not expressly permitted by this Master Agreement. 9.7 MarketAxess will indemnify the Customer from and against any Losses incurred by Customer resulting from, related or attributable to a third party claim that the Market Data Services or the Market Data infringes the Intellectual Property Rights of a third party, provided that the Customer: (i) gives prompt notice to MarketAxess of any alleged Intellectual Property Rights infringement upon becoming aware of the same; (ii) gives MarketAxess the sole conduct of the defence to any claim or action in respect of an alleged Intellectual Property Rights infringement and does not at any time admit liability or otherwise attempt to settle or compromise the said claim or action except upon the express written instruction of MarketAxess; and (iii) acts in accordance with the reasonable instructions of MarketAxess and gives to MarketAxess such assistance as it shall reasonably require in respect of the conduct of the said defence.‌ 9.8 The indemnification set out in clause 9.7 shall not apply however, to the extent that: (i) Customer has modified the Market Data and such modification is the cause of the alleged infringement; (ii) Customer has used the Market Data in combination with other data or materials and the infringement arises from such combination; (iii) Customer has used, disclosed, or otherwise committed any act or omission with respect to the Market Data that is not expressly authorised by this Master Agreement; and/or (iv) Customer is otherwise responsible for having incurred such liability. 9.9 The Customer agrees that any use of the Market Data that is not expressly permitted by this Master Agreement is likely to cause harm to MarketAxess which may be irreparable by money or damages, and that MarketAxess shall be entitled to seek an injunction against such improper use.

Limitation of liability, Indemnities. ‌ 9.1 Save where expressly stated in clause 9.5, MarketAxess excludes to the fullest extent permitted by law any liability under any title (including, but not limited to, liability for breach of contract, tort, or breach of statutory duty) however incurred, any loss of profit, loss of revenue, loss of anticipated savings, loss or corruption of, or damage to, software or data, loss of contract or opportunity, loss of goodwill, business interruption or loss of claim (in each case whether direct, indirect or consequential, or whether or not reasonably foreseeable or actually contemplated by the Parties at the time). 9.2 5.1 The Customer Subscriber acknowledges that information used to provide the Market Data Services is obtainedfrom may have been obtained from third party sources and has not been independently verified by MarketAxess, and agrees that MarketAxess shall not be responsible or liable in any way for the content of the Market Data or uses to which such Market Data or Derived Data is put by Customer Subscriber, its Permitted Affiliates or Authorised Users (including, but not limited to, any reliance placed on such Market Data). 9.3 Customer 5.2 Subscriber agrees that the Market Data Services and the Market Data are is provided on an “as is” and “as available” basis and, to the fullest extent permitted by applicable law, provided without any warranties, representations, guarantees, undertakings, terms or conditions of any kind, whether express or implied, including those relating to satisfactory quality, quantity, fitness for purpose or use, completeness, accuracy, timeliness and uninterrupted or error-free availability. 9.4 The aggregate liability of MarketAxess in connection with the Market Data Services shall not exceed the Charges paid by the Customer for the relevant Market Data Service in the three calendar month period prior 5.3 Without prejudice to the date on which foregoing and subject to Clause 14.7 of the act or omission which gave rise Master Agreement, the Subscriber agrees that in no event will MarketAxess be liable for any and all liability related to the claim against MarketAxess occurredSubscriber’s or Permitted Affiliates’ use of the Data, or creation and use of Derived Data, or the Subscriber’s (or Permitted Affiliates’) obligation to comply with applicable laws and regulations in any jurisdiction, including, but not limited to, all relevant privacy, securities and financial services laws. 9.5 5.4 The exclusions in this clause 9 Subscriber shall apply to the fullest extent permitted by applicable law to acts and‌ omissions of each Party, but neither Party excludes liability for death or personal injury caused by the negligence of that Party or its Representatives; fraud; or any other liability which cannot be excluded by applicable law. 9.6 The Customer agrees to indemnify MarketAxess from and against any Losses Costs incurred by MarketAxess and/or its Affiliates and its and their Representatives resulting from, related or attributable to, or in connection with with: (ia) any non- non-compliance by the Customer Subscriber or any of its Permitted Affiliates or Authorised Users or Permitted Business Applications with this Master AgreementAddendum, including disclosure or transfer by the Customer Subscriber of Market Data or Derived Data in a manner not expressly permitted by this Master Agreement.Addendum; and/or 9.7 MarketAxess will indemnify the Customer from and against (b) any Losses incurred claim or demand, suit, or other proceeding based upon or related to any allegations, proceedings or claims brought by Customer resulting from, related or attributable to a third party claim that (including a Permitted Affiliate) against MarketAxess, its Affiliates, its and their Representatives, arising out of or related to the Market Data Services use or the Market Data infringes the Intellectual Property Rights of a third party, provided that the Customer: misuse by Subscriber (ior its Permitted Affiliates) gives prompt notice to MarketAxess of any alleged Intellectual Property Rights infringement upon becoming aware of the same; (ii) gives MarketAxess Data, including the sole conduct purposes for which the Data may be used, the accuracy or completeness of the defence Data received by Subscriber or its Permitted Affiliates, or any data derived therefrom. 5.5 Subject to Clause 14.8 of the Master Agreement, none of MarketAxess, its Affiliates, its and their Representatives, shall be liable for any third party claim or action in respect of an alleged Intellectual Property Rights infringement and does not at any time admit liability or otherwise attempt to settle or compromise the said claim or action except upon the express written instruction of MarketAxess; and (iii) acts in accordance with the reasonable instructions of MarketAxess and gives to MarketAxess such assistance as it shall reasonably require in respect of the conduct of the said defence.‌ 9.8 The indemnification set out in clause 9.7 shall not apply however, to the extent that: (i) Customer has modified the Market Data and such modification is the cause of the alleged infringement; (ii) Customer has used the Market Data in combination with other data or materials and the infringement arises from such combination; (iii) Customer has used, disclosed, or otherwise committed any act or omission with respect to the Market Data that is not expressly authorised by this Master Agreement; and/or (iv) Customer is otherwise responsible for having incurred such liabilitydemand against Subscriber. 9.9 5.6 The Customer Subscriber agrees that any use of the Market Data that is not expressly permitted by this the Master Agreement or this Addendum is likely to cause harm to MarketAxess which may be irreparable by money or damages, and that MarketAxess shall be entitled to seek an injunction against such improper useuse without being required to post a bond or other security in connection with same.

Limitation of liability, Indemnities. ‌ 9.1 Save where 8.1 Except as expressly stated in clause 9.5Clause 8.5, MarketAxess the Licensor excludes to the fullest extent permitted by law any liability under any title (including, but not limited to, liability for breach of contract, contract or tort, or breach of statutory duty) however incurredincurred by a party to this License or any third party, any including, but not limited to, liability for special damage (even if the Licensor was aware of the circumstances in which such special damage could arise), loss of profit, loss of revenue, loss of anticipated savings, loss or corruption of, or damage to, software or data, loss of contract or opportunity, loss of goodwill, business interruption or loss of claim (in each case whether direct, indirect or consequential, ) or indirect or consequential losses or damages of whatever nature and whether or not reasonably foreseeable or actually contemplated by the Parties parties at the time). 9.2 8.2 The Customer Licensee acknowledges that information used to provide the Market Data Services is obtainedfrom obtained from third party sources and has not been independently verified by MarketAxess, and agrees that MarketAxess shall not be responsible or liable in any way for the content of the Market Data or uses to which such Market Data or Derived Data is put by Customer (including, but not limited to, any reliance placed on such Market Data)Licensor. 9.3 Customer 8.3 Licensee agrees that the Market Data Services and the Market Data are provided on an “as is” and “as available” basis and, to the fullest extent permitted by applicable law, provided without any warranties, representations, guarantees, undertakings, terms or conditions of any kind, whether express or implied, including (but not limited to) those relating to satisfactory quality, quantity, fitness for purpose or use, completeness, accuracy, timeliness and uninterrupted or error-free availability. 9.4 8.4 The aggregate Licensee agrees that in no event will the Licensor be liable for any and all liability of MarketAxess in connection with the Market Data Services shall not exceed the Charges paid by the Customer for the relevant Market Data Service in the three calendar month period prior related to the date on which the act or omission which gave rise Licensee’s obligation to the claim against MarketAxess occurredcomply with applicable laws and regulations in any jurisdiction, including, but not limited to, all relevant privacy, securities and financial services laws and regulations. 9.5 8.5 The exclusions in this clause 9 Clause 7.2 shall apply to the fullest extent permitted by applicable law to acts and‌ and omissions of each Party, the Licensor and its Representatives but neither Party party excludes liability for death or personal injury caused by the negligence of that Party or its Representatives; fraud; fraud or any other liability which cannot be excluded by applicable law. 9.6 8.6 The Customer Licensee agrees to indemnify MarketAxess the Licensor from and against the entirety of any Losses losses, costs, claims or damages (direct or indirect) resulting from or related or attributable to claims, damages and expenses (including legal fees) incurred by MarketAxess and the Licensor and/or its Representatives resulting from, related or attributable toto the non-compliance (alleged or actual) by the Licensee with this License, or in connection with (i) any non- compliance the disclosure by the Customer with this Master Agreement, including disclosure or transfer by the Customer Licensee of Market Data or Derived Data in a manner not expressly permitted by this Master Agreement. 9.7 MarketAxess will indemnify the Customer from and against to any Losses incurred by Customer resulting from, related or attributable to a third party claim that the Market Data Services or the Market Data infringes the Intellectual Property Rights of a third party, provided that the Customer: (i) gives prompt notice to MarketAxess of any alleged Intellectual Property Rights infringement upon becoming aware of the same; (ii) gives MarketAxess the sole conduct of the defence to any claim or action in respect third parties that was not the Licensed Site at the time of an alleged Intellectual Property Rights infringement and does not at any time admit liability or otherwise attempt to settle or compromise the said claim or action except upon the express written instruction of MarketAxess; and (iii) acts in accordance with the reasonable instructions of MarketAxess and gives to MarketAxess such assistance as it shall reasonably require in respect of the conduct of the said defence.‌ 9.8 The indemnification set out in clause 9.7 shall not apply however, to the extent that: (i) Customer has modified the Market Data and such modification is the cause of the alleged infringement; (ii) Customer has used the Market Data in combination with other data or materials and the infringement arises from such combination; (iii) Customer has used, disclosed, or otherwise committed any act or omission with respect to the Market Data that is not expressly authorised by this Master Agreement; and/or (iv) Customer is otherwise responsible for having incurred such liabilitydisclosure. 9.9 The Customer agrees that any use of the Market Data that is not expressly permitted by this Master Agreement is likely to cause harm to MarketAxess which may be irreparable by money or damages, and that MarketAxess shall be entitled to seek an injunction against such improper use.

Limitation of liability, Indemnities. ‌ 9.1 10.1 Save where expressly stated in clause 9.510.5, MarketAxess excludes to the fullest extent permitted by law any liability under any title (including, but not limited to, liability for breach of contract, tort, or breach of statutory duty) however incurred, any loss of profit, loss of revenue, loss of anticipated savings, loss or corruption of, or damage to, software or data, loss of contract or opportunity, loss of goodwill, business interruption or loss of claim (in each case whether direct, indirect or consequential, or whether or not reasonably foreseeable or actually contemplated by the Parties at the time). 9.2 10.2 The Customer acknowledges that information used to provide the Market Data Services is obtainedfrom obtained from third party sources and has not been independently verified by MarketAxess, and agrees that MarketAxess shall not be responsible or liable in any way for the content of the Market Data or uses to which such Market Data or Derived Data is put by Customer or its Clients (including, but not limited to, any reliance placed on such Market Data). 9.3 10.3 Customer agrees that the Market Data Services and the Market Data are provided on an “as is” and “as available” basis and, to the fullest extent permitted by applicable law, provided without any warranties, representations, guarantees, undertakings, terms or conditions of any kind, whether express or implied, including those relating to satisfactory quality, quantity, fitness for purpose or use, completeness, accuracy, timeliness and uninterrupted or error-free availability. 9.4 10.4 The aggregate liability of MarketAxess in connection with the Market Data Services shall not exceed the Charges paid by the Customer for the relevant Market Data Service in the three calendar month period prior to the date on which the act or omission which gave rise to the claim against MarketAxess occurred. 9.5 10.5 The exclusions in this clause 9 10 shall apply to the fullest extent permitted by applicable law to acts and‌ and omissions of each Party, but neither Party excludes liability for death or personal injury caused by the negligence of that Party or its Representatives; fraud; or any other liability which cannot be excluded by applicable law.law.‌ 9.6 10.6 The Customer agrees to indemnify MarketAxess against any Losses incurred by MarketAxess and its and their Representatives resulting from, related or attributable to, or in connection with (i) any non- compliance by the Customer with this Master Agreement; and (ii) any non-compliance by the Client with their applicable Client Agreement, including disclosure or transfer by the Customer Client of Market Data or Derived Data in a manner not expressly permitted by this Master Agreement. 9.7 10.7 MarketAxess will indemnify the Customer from and against any Losses incurred by Customer resulting from, related or attributable to a third party claim that the Market Data Services or the Market Data infringes the Intellectual Property Rights of a third party, provided that the Customer: Customer (i) gives prompt notice to MarketAxess of any alleged Intellectual Property Rights infringement upon becoming aware of the same; (ii) gives MarketAxess the sole conduct of the defence to any claim or action in respect of an alleged Intellectual Property Rights infringement and does not at any time admit liability or otherwise attempt to settle or compromise the said claim or action except upon the express written instruction of MarketAxess; and (iii) acts in accordance with the reasonable instructions of MarketAxess and gives to MarketAxess such assistance as it shall reasonably require in respect of the conduct of the said defence.‌ 9.8 10.8 The indemnification set out in clause 9.7 10.7 shall not apply however, to the extent that: that (i) Customer has modified the Market Data and such modification is the cause of the alleged infringement; (ii) Customer has used the Market Data in combination with other data or materials and the infringement arises from such combination; (iii) Customer has used, disclosed, or otherwise committed any act or omission with respect to the Market Data that is not expressly authorised by this Master Agreement; and/or (iv) Customer is otherwise responsible for having incurred such liability. 9.9 10.9 The Customer agrees that any use of the Market Data that is not expressly permitted by this Master Agreement is likely to cause harm to MarketAxess which may be irreparable by money or damages, and that MarketAxess shall be entitled to seek an injunction against such improper use.

Limitation of liability, Indemnities. ‌ 9.1 10.1 Save where expressly stated in clause 9.510.5, MarketAxess excludes to the fullest extent permitted by law any liability under any title (including, but not limited to, liability for breach of contract, tort, or breach of statutory duty) however incurred, any loss of profit, loss of revenue, loss of anticipated savings, loss or corruption of, or damage to, software or data, loss of contract or opportunity, loss of goodwill, business interruption or loss of claim (in each case whether direct, indirect or consequential, or whether or not reasonably foreseeable or actually contemplated by the Parties at the time). 9.2 10.2 The Customer acknowledges that information used to provide the Market Data Services is obtainedfrom obtained from third party sources and has not been independently verified by MarketAxess, and agrees that MarketAxess shall not be responsible or liable in any way for the content of the Market Data or uses to which such Market Data or Derived Data is put by Customer or its Clients (including, but not limited to, any reliance placed on such Market Data). 9.3 10.3 Customer agrees that the Market Data Services and the Market Data are provided on an “as is” and “as available” basis and, to the fullest extent permitted by applicable law, provided without any warranties, representations, guarantees, undertakings, terms or conditions of any kind, whether express or implied, including those relating to satisfactory quality, quantity, fitness for purpose or use, completeness, accuracy, timeliness and uninterrupted or error-free availability. 9.4 10.4 The aggregate liability of MarketAxess in connection with the Market Data Services shall not exceed the Charges paid by the Customer for the relevant Market Data Service in the three calendar month period prior to the date on which the act or omission which gave rise to the claim against MarketAxess occurred. 9.5 10.5 The exclusions in this clause 9 10 shall apply to the fullest extent permitted by applicable law to acts and‌ and omissions of each Party, but neither Party excludes liability for death or personal injury caused by the negligence of that Party or its Representatives; fraud; or any other liability which cannot be excluded by applicable law. 9.6 10.6 The Customer agrees to indemnify MarketAxess against any Losses incurred by MarketAxess and its and their Representatives resulting from, related or attributable to, or in connection with (i) any non- compliance by the Customer with this Master Agreement; and (ii) any non-compliance by the Client with their applicable Client Agreement, including disclosure or transfer by the Customer Client of Market Data or Derived Data in a manner not expressly permitted by this Master Agreement. 9.7 10.7 MarketAxess will indemnify the Customer from and against any Losses incurred by Customer resulting from, related or attributable to a third party claim that the Market Data Services or the Market Data infringes the Intellectual Property Rights of a third party, provided that the Customer: Customer (i) gives prompt notice to MarketAxess of any alleged Intellectual Property Rights infringement upon becoming aware of the same; (ii) gives MarketAxess the sole conduct of the defence to any claim or action in respect of an alleged Intellectual Property Rights infringement and does not at any time admit liability or otherwise attempt to settle or compromise the said claim or action except upon the express written instruction of MarketAxess; and (iii) acts in accordance with the reasonable instructions of MarketAxess and gives to MarketAxess such assistance as it shall reasonably require in respect of the conduct of the said defence.‌defence. 9.8 10.8 The indemnification set out in clause 9.7 10.7 shall not apply however, to the extent that: that (i) Customer has modified the Market Data and such modification is the cause of the alleged infringement; (ii) Customer has used the Market Data in combination with other data or materials and the infringement arises from such combination; (iii) Customer has used, disclosed, or otherwise committed any act or omission with respect to the Market Data that is not expressly authorised by this Master Agreement; and/or (iv) Customer is otherwise responsible for having incurred such liability. 9.9 10.9 The Customer agrees that any use of the Market Data that is not expressly permitted by this Master Agreement is likely to cause harm to MarketAxess which may be irreparable by money or damages, and that MarketAxess shall be entitled to seek an injunction against such improper use.