Common use of Limitation of Liability; Indemnity Clause in Contracts

Limitation of Liability; Indemnity. a) PARTICIPANT ACKNOWLEDGES, UNDERSTANDS AND ACCEPTS THAT ICE TRADE VAULT MAKES NO WARRANTY WHATSOEVER TO PARTICIPANT AS TO THE SYSTEM, OR THE ICE SDR SERVICE, EXPRESS OR IMPLIED, AND THAT THE SYSTEM, AND ICE SDR SERVICE ARE PROVIDED ON AN “AS IS” BASIS AT PARTICIPANT’S SOLE RISK. ICE TRADE VAULT EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABIL- ITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER ICE NOR ITS MANAGERS, OFFICERS, AFFILIATES, SUBSIDIARIES, SHAREHOLDERS, EMPLOYEES OR AGENTS MAKE ANY WARRANTY WITH RESPECT TO, AND NO SUCH PARTY SHALL HAVE ANY LIABILITY TO PARTICIPANT (i) FOR THE ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY, PERFORMANCE OR CONTINUED AVAILABILITY OF THE SYSTEM OR THE ICE SDR SERVICE OR (ii) FOR DELAYS, OMISSIONS OR INTERRUPTIONS THEREIN. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE ICE SDR SERVICE DOES NOT AND SHALL NOT SERVE AS THE PRIMARY BASIS FOR ANY DECISIONS MADE BY PARTICIPANT AND THAT ICE TRADE VAULT IS NOT AN ADVISOR OR FIDUCIARY OF PARTICIPANT. b) Subject to Section 6(c) of this ICE Trade Vault Agreement, Participant shall indemnify, protect and hold harmless ICE Trade Vault, its directors, officers, affiliates, employees and agents from and against any and all losses, liabilities, judgments, suits, actions, proceedings, claims, damages, and costs (including attorneys’ fees) resulting from or arising out of any act or omission by any person obtaining access to the ICE Trade Vault Platform through the Passwords (other than through the fault or negligence of ICE Trade Vault), whether or not Participant has authorized such access. c) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. d) Notwithstanding the terms of Section 6(a), in the event that ICE Trade Vault is determined to be liable to Participant for any cause, Participant expressly agrees that in entering into this ICE Trade Vault Agreement, ICE Trade Vault’s aggregate liability, for all causes of action, will not exceed the total fees and other amounts (excluding any applicable taxes or duties) paid to ICE Trade Vault by Participant in the previous six months from the date of the occurrence of the liability.

Limitation of Liability; Indemnity. a) PARTICIPANT ACKNOWLEDGES8.1 SAVE IN RESPECT OF DEATH OR PERSONAL INJURY, UNDERSTANDS AND ACCEPTS THAT ICE TRADE VAULT MAKES NO WARRANTY WHATSOEVER FOR WHICH THE LIABILITY OF THE PARTIES SHALL BE UNLIMITED, LICENSEE’S SOLE REMEDY WITH RESPECT TO PARTICIPANT AS ANY CLAIMS ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED IN THE AGGREGATE TO THE SYSTEM, OR MONIES PAID BY LICENSEE TO MUTANT UNDER THIS AGREEMENT DURING THE ICE SDR SERVICE, EXPRESS OR IMPLIED, AND THAT TWELVE (12) MONTH PERIOD PRECEDING THE SYSTEM, AND ICE SDR SERVICE ARE PROVIDED ON AN “AS IS” BASIS AT PARTICIPANT’S SOLE RISK. ICE TRADE VAULT EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABIL- ITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER ICE NOR ITS MANAGERS, OFFICERS, AFFILIATES, SUBSIDIARIES, SHAREHOLDERS, EMPLOYEES OR AGENTS MAKE ANY WARRANTY WITH RESPECT TO, AND NO EVENT GIVING RISE TO SUCH PARTY SHALL HAVE ANY LIABILITY TO PARTICIPANT (i) FOR THE ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY, PERFORMANCE OR CONTINUED AVAILABILITY OF THE SYSTEM OR THE ICE SDR SERVICE OR (ii) FOR DELAYS, OMISSIONS OR INTERRUPTIONS THEREIN. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE ICE SDR SERVICE DOES NOT AND SHALL NOT SERVE AS THE PRIMARY BASIS FOR ANY DECISIONS MADE BY PARTICIPANT AND THAT ICE TRADE VAULT IS NOT AN ADVISOR OR FIDUCIARY OF PARTICIPANTLIABILITY. b) Subject to Section 6(c) of this ICE Trade Vault Agreement, Participant shall indemnify, protect and hold harmless ICE Trade Vault, its directors, officers, affiliates, employees and agents from and against any and all losses, liabilities, judgments, suits, actions, proceedings, claims, damages, and costs (including attorneys’ fees) resulting from or arising out of any act or omission by any person obtaining access to the ICE Trade Vault Platform through the Passwords (other than through the fault or negligence of ICE Trade Vault), whether or not Participant has authorized such access. c) 8.2 IN NO EVENT WILL EITHER PARTY SHALL MUTANT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS AND GOODWILL, BUSINESS OR BUSINESS BENEFIT, OR THE COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS BY LICENSEE EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO CIRCUMSTANCES SHALL MUTANT BE LIABLE FOR ANY FAILURE OF THE SOFTWARE TO PERFORM IN ACCORDANCE WITH THE DOCUMENTATION, OR AT ALL, RESULTING FROM A FAILURE BY THE LICENSEE TO COMPLY WITH THE MINIMUM REQUIREMENTS. ADDITIONALLY, LICENSEE ACKNOWLEDGES THAT WHILST THE SOFTWARE MAY BE USED IN COMBINATION WITH THIRD PARTY SOFTWARE, MUTANT BEARS NO LIABILITY, HOWSOEVER ARISING, FOR ANY LOSS, DAMAGE OR COST THAT ARISES FROM A FAILURE OF THE SOFTWARE TO INTEGRATE WITH LICENSEE OR THIRD PARTY SOFTWARE. d) Notwithstanding the terms of Section 6(a)8.3 LICENSEE HEREBY INDEMNIFIES MUTANT IN FULL AND ON DEMAND IN RESPECT OF ALL COSTS, in the event that ICE Trade Vault is determined to be liable to Participant for any cause, Participant expressly agrees that in entering into this ICE Trade Vault Agreement, ICE Trade Vault’s aggregate liability, for all causes of action, will not exceed the total fees and other amounts (excluding any applicable taxes or duties) paid to ICE Trade Vault by Participant in the previous six months from the date of the occurrence of the liabilityDAMAGES AND LIABILITIES ARISING FROM ANY BREACH BY THE LICENSEE OF ANY TERM OF THIS AGREEMENT.

Limitation of Liability; Indemnity. a) PARTICIPANT ACKNOWLEDGES, UNDERSTANDS AND ACCEPTS THAT ICE TRADE VAULT MAKES NO WARRANTY WHATSOEVER TO PARTICIPANT AS TO THE SYSTEMFULL EXTENT OF THE LAWS OF THE PROVINCE OR STATE AND COUNTRY BY WHICH THE RECIPIENT IS GOVERNED, THE RECIPIENT ASSUMES ALL LIABILITY FOR DAMAGES, WHICH MAY ARISE FROM RECIPIENT’S ACCEPTANCE, USE, HANDLING, STORAGE AND/OR DISPOSAL OF THE MATERIAL AND IN RESPECT OF ALL MATTERS ASSOCIATED WITH THE RESEARCH RESULTS ARISING FROM THE USE OF THE MATERIAL OR IN RESPECT OF ANY MODIFICATIONS. THE PROVIDER WILL NOT BE LIABLE TO THE RECIPIENT FOR ANY LOSS, CLAIM OR DEMAND MADE BY THE RECIPIENT, OR MADE AGAINST THE ICE SDR SERVICERECIPIENT BY ANY OTHER PARTY, EXPRESS DUE TO OR IMPLIEDARISING FROM THE USE OF THE MATERIAL BY THE RECIPIENT, EXCEPT WHEN CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE PROVIDER. THE RECIPIENT AGREES TO INDEMNIFY, DEFEND AND THAT HOLD HARMLESS THE SYSTEM, PROVIDER AND ICE SDR SERVICE ARE PROVIDED ON AN “AS IS” BASIS AT PARTICIPANT’S SOLE RISK. ICE TRADE VAULT EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABIL- ITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER ICE NOR ITS MANAGERSTHEIR DIRECTORS, OFFICERS, AFFILIATESEMPLOYEES, SUBSIDIARIES, SHAREHOLDERS, EMPLOYEES OR AGENTS MAKE ANY WARRANTY WITH RESPECT TOSTUDENTS, AND NO SUCH PARTY SHALL HAVE ANY LIABILITY TO PARTICIPANT REPRESENTATIVES AGAINST ALL LIABILITY, DAMAGES, EXPENSES (i) FOR INCLUDING WITHOUT LIMITATION LEGAL EXPENSES), CLAIMS, DEMANDS, JUDGEMENTS, AWARDS OR OTHER LOSSES BASED UPON OR ARISING FROM THE ACCURACYRECIPIENT’S ACCEPTANCE, TIMELINESSUSE, COMPLETENESSHANDLING, RELIABILITY, PERFORMANCE STORAGE AND/OR CONTINUED AVAILABILITY DISPOSAL OF THE SYSTEM MATERIAL AND IN RESPECT OF ALL MATTERS ASSOCIATED WITH THE RESEARCH RESULTS ARISING FROM THE USE OF THE MATERIAL OR THE ICE SDR SERVICE OR IN RESPECT OF ANY MODIFICATIONS. This Agreement will terminate on the earliest of the following dates: when the Material becomes generally and unconditionally available from third parties, for example, though reagent catalogues or public depositories; on completion of RECIPIENT's Research Project; on thirty (ii30) FOR DELAYSdays written notice by either party to the other; if RECIPIENT materially breaches the Agreement, OMISSIONS OR INTERRUPTIONS THEREIN. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE ICE SDR SERVICE DOES NOT AND SHALL NOT SERVE AS THE PRIMARY BASIS FOR ANY DECISIONS MADE BY PARTICIPANT AND THAT ICE TRADE VAULT IS NOT AN ADVISOR OR FIDUCIARY OF PARTICIPANT. b) Subject immediately upon written notice from PROVIDER to Section 6(c) RECIPIENT of RECIPIENT’s breach of this ICE Trade Vault Agreement, Participant shall indemnify, protect and hold harmless ICE Trade Vault, its directors, officers, affiliates, employees and agents from and against any and all losses, liabilities, judgments, suits, actions, proceedings, claims, damages, and costs (including attorneys’ fees) resulting from ; or arising out of any act or omission by any person obtaining access to the ICE Trade Vault Platform through the Passwords (other than through the fault or negligence of ICE Trade Vault), whether or not Participant has authorized such access. c) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. d) Notwithstanding the terms of Section 6(a), in the event that ICE Trade Vault is determined to be liable to Participant for any cause, Participant expressly agrees that in entering into this ICE Trade Vault Agreement, ICE Trade Vault’s aggregate liability, for all causes of action, will not exceed the total fees and other amounts (excluding any applicable taxes or duties) paid to ICE Trade Vault by Participant in the previous six months from the date indicated as the maximum term at the beginning of this Agreement. Other than termination for causes such as an imminent health risk, alleged patent infringement or breach of this agreement by RECIPIENT, upon request from RECIPIENT, PROVIDER may defer the effective date of termination for a period of up to one year, to permit completion of research in progress. Upon the effective date of termination, or if requested, the deferred effective date of termination, RECIPIENT will discontinue its use of the occurrence Material and will, upon direction of the liabilityPROVIDER, return or destroy any remaining Material.

Limitation of Liability; Indemnity. a) PARTICIPANT ACKNOWLEDGES, UNDERSTANDS AND ACCEPTS THAT ICE TRADE VAULT MAKES a. UNDER NO WARRANTY WHATSOEVER TO PARTICIPANT AS TO THE SYSTEM, CIRCUMSTANCES IS ORGANIZER OR THE ICE SDR SERVICEVENUE AT WHICH THE EVENT IS HELD, EXPRESS OR IMPLIEDINCLUDING ANY OF THEIR RESPECTIVE PARENTS, AND THAT THE SYSTEMAFFILIATES, AND ICE SDR SERVICE ARE PROVIDED ON AN “AS IS” BASIS AT PARTICIPANT’S SOLE RISK. ICE TRADE VAULT EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABIL- ITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER ICE NOR ITS MANAGERSSHAREHOLDERS, EMPLOYEES, AGENTS, OFFICERS, AFFILIATESDIRECTORS, SUBSIDIARIESSUCCESSORS AND ASSIGNS, SHAREHOLDERS(COLLECTIVELY, EMPLOYEES OR AGENTS MAKE ANY WARRANTY WITH RESPECT TO, AND NO SUCH PARTY SHALL HAVE ANY LIABILITY TO PARTICIPANT (iTHE “EVENT PROVIDERS”) FOR THE ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY, PERFORMANCE OR CONTINUED AVAILABILITY OF THE SYSTEM OR THE ICE SDR SERVICE OR (ii) FOR DELAYS, OMISSIONS OR INTERRUPTIONS THEREIN. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE ICE SDR SERVICE DOES NOT AND SHALL NOT SERVE AS THE PRIMARY BASIS FOR ANY DECISIONS MADE BY PARTICIPANT AND THAT ICE TRADE VAULT IS NOT AN ADVISOR OR FIDUCIARY OF PARTICIPANT. b) Subject to Section 6(c) of this ICE Trade Vault Agreement, Participant shall indemnify, protect and hold harmless ICE Trade Vault, its directors, officers, affiliates, employees and agents from and against any and all losses, liabilities, judgments, suits, actions, proceedings, claims, damages, and costs (including attorneys’ fees) resulting from or arising out of any act or omission by any person obtaining access to the ICE Trade Vault Platform through the Passwords (other than through the fault or negligence of ICE Trade Vault), whether or not Participant has authorized such access. c) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, LOST PROFITS OR OTHER INDIRECT, INCIDENTAL, PUNITIVE CONSEQUENTIAL, SPECIAL OR CONSEQUENTIAL DAMAGESEXEMPLARY DAMAGES FOR ANY OF THEIR ACTS OR OMISSIONS IN CONNECTION WITH THE EVENT, EVEN IF IT WHETHER ARISING IN NEGLIGENCE, TORT, STATUTE, EQUITY, CONTRACT (INCLUDING FUNDAMENTAL BREACH), COMMON LAW OR ANY OTHER CAUSE OF ACTION, AND WHETHER OR NOT SUCH EVENT PROVIDER HAS BEEN ADVISED APPRISED OF THE POSSIBILITY OF SUCH DAMAGESDAMAGES OR LOST PROFITS. IN NO EVENT WILL ORGANIZER’S LIABILITY HEREUNDER, OR OTHERWISE IN CONNECTION WITH THE EVENT, EXCEED THE AMOUNT ACTUALLY PAID TO IT BY EXHIBITOR FOR THE SPACE. ORGANIZER IS NOT LIABLE FOR ANY ERRORS IN ANY LISTING OR DESCRIPTIONS OR FOR OMITTING EXHIBITOR FROM THE EVENT SHOW GUIDE OR OTHER MATERIALS. db. NONE OF THE EVENT PROVIDERS ARE LIABLE TO EXHIBITOR FOR ANY DAMAGE, LOSS, HARM, OR INJURY TO THE PERSON, PROPERTY, OR BUSINESS OF EXHIBITOR, OR ANY OF ITS VISITORS, OFFICERS, AGENTS, EMPLOYEES, OR OTHER REPRESENTATIVES, RESULTING FROM THEFT, FIRE, EARTHQUAKE, WATER, UNAVAILABILITY OF THE VENUE OR INTERMEDIATE STAGING FACILITIES, INSUFFICIENT PARTICIPATION, ACCIDENT, BODILY INJURY, DAMAGE TO PROPERTY OR ANY OTHER REASON INCONNECTION WITH THE EVENT OR ANY PLANNING MEETINGS, DEMONSTRATIONS OR STAGINGS. c. Exhibitor agrees to defend, indemnify and hold harmless the Event Providers and those persons at the Event from and against any claim, loss, liability, or damage suffered due to (i) Notwithstanding Exhibitor’s construction or maintenance of an unsafe Exhibit, (ii) the negligence or misconduct of Exhibitor, its agents, employees or representatives, or (iii) Exhibitor’s breach of any obligations under this Agreement. d. Exhibitor acknowledges and agrees that the terms and conditions of Section 6(a), in this Agreement are subject and subordinate to the event that ICE Trade Vault terms and conditions of Organizer’s agreement with the venue at which the Event is determined to be liable to Participant for any cause, Participant expressly agrees that in entering into this ICE Trade Vault Agreement, ICE Trade Vault’s aggregate liability, for all causes of action, will not exceed the total fees and other amounts (excluding any applicable taxes or duties) paid to ICE Trade Vault by Participant in the previous six months from the date of the occurrence of the liability.held

Limitation of Liability; Indemnity. a) PARTICIPANT ACKNOWLEDGES, UNDERSTANDS AND ACCEPTS THAT ICE TRADE VAULT MAKES NO WARRANTY WHATSOEVER TO PARTICIPANT AS TO THE SYSTEM, OR THE ICE SDR eCONFIRM SERVICE, EXPRESS OR IMPLIED, AND THAT THE SYSTEM, SYSTEM AND THE ICE SDR eCONFIRM SERVICE ARE PROVIDED ON AN “AS IS” BASIS AT PARTICIPANT’S SOLE RISK. ICE TRADE VAULT EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABIL- ITY MERCHANT- ABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER ICE NOR ITS MANAGERS, OFFICERS, AFFILIATES, SUBSIDIARIES, SHAREHOLDERS, EMPLOYEES OR AGENTS MAKE ANY WARRANTY WITH RESPECT TO, AND NO SUCH PARTY SHALL HAVE ANY LIABILITY TO PARTICIPANT (i) FOR THE ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY, PERFORMANCE OR CONTINUED AVAILABILITY OF THE SYSTEM OR THE ICE SDR eCONFIRM SERVICE OR (ii) FOR DELAYS, OMISSIONS OR INTERRUPTIONS THEREIN. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE ICE SDR eCONFIRM SERVICE DOES NOT AND SHALL NOT SERVE AS THE PRIMARY BASIS FOR ANY DECISIONS MADE BY PARTICIPANT AND THAT ICE TRADE VAULT IS NOT AN ADVISOR OR FIDUCIARY OF PARTICIPANT. b) Subject to Section 6(c) of this ICE Trade Vault eConfirm Agreement, Participant shall indemnify, protect and hold harmless ICE Trade VaulteConfirm, its directors, officers, affiliates, employees and agents from and against any and all losses, liabilities, judgments, suits, actions, proceedings, claims, damages, and costs (including attorneys’ fees) resulting from or arising out of (i) any act or omission by any person obtaining access to the ICE Trade Vault eConfirm Platform through the Passwords (other than through the fault or negligence of ICE Trade VaulteConfirm), whether or not Participant has authorized such access, and (ii) any act or omission of any Broker acting under authorization of Participant in connection with the use of the Broker Confirmation Service. c) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. d) Notwithstanding the terms of Section 6(a), in the event that ICE Trade Vault eConfirm is determined to be liable to Participant for any cause, Participant expressly agrees that in entering into this ICE Trade Vault eConfirm Agreement, ICE Trade VaulteConfirm’s aggregate liability, for all causes of action, will not exceed the total fees and other amounts (excluding any applicable taxes or duties) paid to ICE Trade Vault eConfirm by Participant in the previous six months from the date of the occurrence of the liability.

Limitation of Liability; Indemnity. a) PARTICIPANT ACKNOWLEDGESEXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, UNDERSTANDS THE COMPANY DOES NOT MAKE, AND ACCEPTS THAT ICE TRADE VAULT MAKES NO WARRANTY WHATSOEVER TO PARTICIPANT AS EXPRESSLY DISCLAIMS, ANY AND ALL REPRESENTATIONS OR WARRANTIES WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SYSTEMSERVICES TO BE PROVIDED UNDER THIS AGREEMENT OR UNDER ANY AGREEMENT, DOCUMENT, OR THE ICE SDR SERVICEINSTRUMENT DELIVERED PURSUANT TO THIS AGREEMENT, EXPRESS INCLUDING WARRANTIES WITH RESPECT TO MERCHANTABILITY, OR IMPLIED, AND THAT THE SYSTEM, AND ICE SDR SERVICE ARE PROVIDED ON AN “AS IS” BASIS AT PARTICIPANT’S SOLE RISK. ICE TRADE VAULT EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABIL- ITY SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER ICE NOR ITS MANAGERS, OFFICERSTITLE AND NON-INFRINGEMENT OF ANY SERVICES, AFFILIATESSOFTWARE OR HARDWARE PROVIDED HEREUNDER AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, SUBSIDIARIES, SHAREHOLDERS, EMPLOYEES OR AGENTS MAKE ANY WARRANTY WITH RESPECT TO, AND NO SUCH PARTY SHALL HAVE ANY LIABILITY TO PARTICIPANT (i) FOR THE ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY, COURSE OF PERFORMANCE OR CONTINUED AVAILABILITY TRADE USAGE. EXCEPT TO THE EXTENT ARISING OUT OF GROSS NEGLIGENCE OF WILLFUL MISCONDUCT BY THE SYSTEM COMPANY, ITS AFFILIATES OR SUBCONTRACTORS, THE ICE SDR SERVICE OR (ii) FOR DELAYS, OMISSIONS OR INTERRUPTIONS THEREIN. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE ICE SDR SERVICE DOES NOT AND COMPANY SHALL NOT SERVE AS THE PRIMARY BASIS FOR ANY DECISIONS MADE BY PARTICIPANT AND THAT ICE TRADE VAULT IS NOT AN ADVISOR OR FIDUCIARY OF PARTICIPANT. b) Subject to Section 6(c) of this ICE Trade Vault Agreement, Participant shall indemnify, protect and hold harmless ICE Trade Vault, its directors, officers, affiliates, employees and agents from and against any and all losses, liabilities, judgments, suits, actions, proceedings, claims, damages, and costs (including attorneys’ fees) resulting from or arising out of any act or omission by any person obtaining access to the ICE Trade Vault Platform through the Passwords (other than through the fault or negligence of ICE Trade Vault), whether or not Participant has authorized such access. c) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIALCONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, UNFORESEEN, EXEMPLARY OR PUNITIVE OR CONSEQUENTIAL DAMAGES, EVEN IF IT HAS BEEN ADVISED INCLUDING DIMINUTION OF THE POSSIBILITY VALUE, LOSS OF SUCH DAMAGES. dPROFITS, BUSINESS REPUTATION OR OPPORTUNITY, OR DAMAGES THAT ARE CALCULATED AS A MULTIPLE OF EARNINGS, REVENUE OR OTHER SIMILAR MEASURE. The Buyer shall indemnify and hold the Company and its Affiliates, officers, employees and directors harmless from and against any Damages arising out of, relating to, or in connection with (i) Notwithstanding the terms a material breach by Buyer of Section 6(a)this Agreement or under any agreement, in the event that ICE Trade Vault is determined document, or instrument delivered pursuant to be liable to Participant for any cause, Participant expressly agrees that in entering into this ICE Trade Vault Agreement, ICE Trade Vaultor (ii) Buyer’s aggregate liabilitygross negligence or willful misconduct; provided, however, that Buyer will not indemnify the Company to the extent that such losses directly arise out of or result from the Company’s gross negligence or willful misconduct or to the extent a Buyer Indemnified Party is entitled to indemnification for all causes such losses pursuant to Section 6.1 of actionthe Purchase Agreement. The Company agrees to indemnify and hold Buyer and its Affiliates, officers, employees and directors harmless from and against any Damages arising out of, relating to, or in connection with the Company’s, its Affiliates’ and its subcontractors’ gross negligence or willful misconduct in providing the Services provided under this Agreement or under any agreement, document, or instrument delivered pursuant to this Agreement; provided, however, that the Company will not indemnify Buyer to the extent that such losses directly arise out of or result from Buyer’s gross negligence or willful misconduct or to the extent the Company, its Affiliates or their Representatives are entitled to indemnification for such losses pursuant to Section 6.2 of the Purchase Agreement; and provided, further, that, notwithstanding the foregoing, the total and cumulative liability of the Company under this Agreement and any agreement, document, or instrument delivered pursuant to this Agreement shall not exceed the total aggregate fees and other amounts (excluding any applicable taxes or duties) paid to ICE Trade Vault the Company by Participant in the previous six months from the date of the occurrence of the liabilityBuyer hereunder.

Limitation of Liability; Indemnity. aXxxxxx’x liability on any claim for loss or damage arising out of any transactions under this Agreement or from the performance or breach thereof or connected with any goods or services supplied hereunder, or the sale, resale, operation or use of goods, whether based on agreement, warranty, tort (including negligence) PARTICIPANT ACKNOWLEDGESor other grounds or theory of liability, UNDERSTANDS AND ACCEPTS THAT ICE TRADE VAULT MAKES NO WARRANTY WHATSOEVER TO PARTICIPANT shall not exceed the price allocable to such goods or services or part thereof involved in the claim, regardless of cause or fault. Purchaser’s remedies are limited to the return of non- conforming goods and repayment of the price or to the repair and replacement of non-conforming goods, subject to the provisions of Section 7. This limitation of liability and remedies reflects a deliberate and bargained-for allocation of risks between Xxxxxx and Purchaser and constitutes the basis of the parties’ bargain, without which Xxxxxx would not have agreed to the price or terms of this transaction. XXXXXX SHALL NOT IN ANY EVENT BE LIABLE WHETHER AS TO THE SYSTEMA RESULT OF BREACH OF AGREEMENT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHER GROUNDS FOR INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE, LOSS OF USE OF GOODS OR ASSOCIATED PRODUCTS, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES OR SERVICES, DOWNTIME COSTS, OR THE ICE SDR SERVICECLAIMS OF CUSTOMERS OF PURCHASER FOR SUCH DAMAGE. In addition, EXPRESS OR IMPLIEDif Xxxxxx furnishes Purchaser with advice or other assistance regarding any goods or services supplied hereunder, AND THAT THE SYSTEMor any system or equipment in which any such goods may be installed, AND ICE SDR SERVICE ARE PROVIDED ON AN “AS IS” BASIS AT PARTICIPANT’S SOLE RISKand which is not required pursuant to this transaction, the furnishing of the advice or assistance will not subject Xxxxxx to any liability, whether based on agreement, warranty, tort (including negligence) or other grounds. ICE TRADE VAULT EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABIL- ITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER ICE NOR ITS MANAGERSIn the event Purchaser modifies Xxxxxx goods or incorporates Xxxxxx goods into another product or component part, OFFICERSPurchaser agrees to hold harmless, AFFILIATESfully defend and indemnify Xxxxxx, SUBSIDIARIES, SHAREHOLDERS, EMPLOYEES OR AGENTS MAKE ANY WARRANTY WITH RESPECT TO, AND NO SUCH PARTY SHALL HAVE ANY LIABILITY TO PARTICIPANT (i) FOR THE ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY, PERFORMANCE OR CONTINUED AVAILABILITY OF THE SYSTEM OR THE ICE SDR SERVICE OR (ii) FOR DELAYS, OMISSIONS OR INTERRUPTIONS THEREIN. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE ICE SDR SERVICE DOES NOT AND SHALL NOT SERVE AS THE PRIMARY BASIS FOR ANY DECISIONS MADE BY PARTICIPANT AND THAT ICE TRADE VAULT IS NOT AN ADVISOR OR FIDUCIARY OF PARTICIPANT. b) Subject to Section 6(c) of this ICE Trade Vault Agreement, Participant shall indemnify, protect and hold harmless ICE Trade Vault, including its directors, officers, affiliatesemployees, employees agents and agents representatives (collectively “Xxxxxx Indemnitees”) from any and all claims, liabilities, losses, penalties, interest, costs, damages and expenses (including attorneys’ fees and litigation costs) involving personal injury or property damage. Purchaser also agrees to hold harmless, fully defend and indemnify the Xxxxxx Indemnitees from and against any and all losses, liabilities, judgments, suits, actions, proceedings, claims, damages, and costs patent or other intellectual property claims related to (including attorneys’ feesi) resulting from any Xxxxxx goods made in accordance with Purchaser’s designs or arising out specifications; (ii) the use of any act or omission drawings provided to Xxxxxx by any person obtaining access to the ICE Trade Vault Platform through the Passwords (other than through the fault or negligence of ICE Trade Vault), whether or not Participant has authorized such access. c) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. d) Notwithstanding the terms of Section 6(a), Purchaser for use in the event that ICE Trade Vault is determined to be liable to Participant for any causemanufacture, Participant expressly agrees that production or assembly of such goods; or (iii) Purchaser’s modification of Xxxxxx goods or Purchaser’s combination of Xxxxxx goods with another product, which in entering into this ICE Trade Vault Agreement, ICE Trade Vault’s aggregate liability, for all causes of action, will either case was not exceed the total fees and other amounts (excluding any applicable taxes or duties) paid to ICE Trade Vault previously authorized by Participant in the previous six months from the date of the occurrence of the liabilityXxxxxx.

Limitation of Liability; Indemnity. a) PARTICIPANT ACKNOWLEDGESa. NEITHER STORAGE SOLUTIONS NOR ITS AGENTS, UNDERSTANDS INSURERS, EMPLOYEES, DIRECTORS AND ACCEPTS THAT ICE TRADE VAULT MAKES NO WARRANTY WHATSOEVER TO PARTICIPANT AS TO THE SYSTEM, OR THE ICE SDR SERVICE, EXPRESS OR IMPLIEDOFFICERS, AND THAT REPRESENTATIVES (COLLECTIVELY, THE SYSTEM, AND ICE SDR SERVICE ARE PROVIDED ON AN “AS IS” BASIS AT PARTICIPANT’S SOLE RISK. ICE TRADE VAULT EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABIL- ITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER ICE NOR ITS MANAGERS, OFFICERS, AFFILIATES, SUBSIDIARIES, SHAREHOLDERS, EMPLOYEES OR AGENTS MAKE ANY WARRANTY WITH RESPECT TO, AND NO SUCH PARTY AGENTS”) SHALL HAVE ANY LIABILITY TO PARTICIPANT (i) FOR THE ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY, PERFORMANCE OR CONTINUED AVAILABILITY OF THE SYSTEM OR THE ICE SDR SERVICE OR (ii) FOR DELAYS, OMISSIONS OR INTERRUPTIONS THEREIN. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE ICE SDR SERVICE DOES NOT AND SHALL NOT SERVE AS THE PRIMARY BASIS FOR ANY DECISIONS MADE BY PARTICIPANT AND THAT ICE TRADE VAULT IS NOT AN ADVISOR OR FIDUCIARY OF PARTICIPANT. b) Subject to Section 6(c) of this ICE Trade Vault Agreement, Participant shall indemnify, protect and hold harmless ICE Trade Vault, its directors, officers, affiliates, employees and agents from and against any and all losses, liabilities, judgments, suits, actions, proceedings, claims, damages, and costs (including attorneys’ fees) resulting from or arising out of any act or omission by any person obtaining access to the ICE Trade Vault Platform through the Passwords (other than through the fault or negligence of ICE Trade Vault), whether or not Participant has authorized such access. c) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIALLOSS, INDIRECTINJURY OR DAMAGE DERIVED FROM ANY CAUSE, INCIDENTALINCLUDING THE NEGLIGENT OR DELIBERATE ACTS OR OMISSIONS OF STORAGE SOLUTIONS OR THE AGENTS OR FAULTY MATERIALS OR WORKMANSHIP OR ANY OTHER DEFECT IN THE PROPERTY, PUNITIVE OR CONSEQUENTIAL FIRE, EXPLOSION, STEAM, ELECTRICITY, WATER, RAIN, SNOW, DAMGNESS; TO ANY PERSONS USING THE COMMON AREAS OR TO VEHICLES OR THEIR CONTENTS OR ANY OTHER PROPERTY THEREIN OR THEREON, OR FOR ANY DAMAGE TO PROPERTY ENTRUSTED TO STORAGE SOLUTIONS OR THE AGENTS, OR FOR THE LOSS OF ANY PROPERTY BY THEFT, DAMAGE OR OTHERWISE, AND ALL PROPERTY LOCATED, KEPT OR STORED IN OR ABOUT THE PROPERTY SHALL BE SO LOCATED, KEPT OR STORED AT THE SOLE RISK TO YOU. YOU AND STORAGE SOLUTIONS FURTHER SPECIFICALLY AGREE THAT STORAGE SOLUTIONS AND THE AGENTS SHALL NOT BE SUBJECT TO ANY DUTY OR LIABILITY UNDER AND ARE HERBY EXPRESSLY EXEMPT FROM OCCUPIERS LIABILITY ACT, R.S.O. 1990 OR SIMILAR LEGISTLATION AS MAY BE IN FORCE FROM TIME TO TIME. b. YOU SHALL INDEMNIFY AND HOLD HARMLESS STORAGE SOLUTIONS AND THE AGENTS FROM AND AGAINST ANY AND ALL LIABILITY, CLAIMS, DAMAGES, EVEN IF IT HAS BEEN ADVISED EXPENSES AND COSTS, INCLUDING LAWYER’S FEES, ARISING FROM THE USE OF THE POSSIBILITY OF SUCH DAMAGESUNIT OR THE PROPERTY BY YOU AND YOUR INVITEES, EXCEPT AS OTHERWISE PROVIDED HEREIN. d) c. Notwithstanding the terms above, if a court of Section 6(a)competent jurisdiction disallows all, or a portion of the limitations or exclusions described herein, in no event shall the event that ICE Trade Vault is determined to be liable to Participant for any cause, Participant expressly agrees that in entering into this ICE Trade Vault Agreement, ICE Trade Vault’s aggregate liability, total liability of Storage Solutions or the Agents for all damages, losses, and causes of actionauction (whether in contract or tort, will including, but not exceed the total fees and other amounts (excluding any applicable taxes limited to, negligence or dutiesotherwise) paid to ICE Trade Vault by Participant in the previous six months arising from the date use of the occurrence of the liabilityProperty exceed $1,000.00.

Limitation of Liability; Indemnity. a) PARTICIPANT ACKNOWLEDGES, UNDERSTANDS AND ACCEPTS THAT ICE TRADE VAULT MAKES NO WARRANTY WHATSOEVER TO PARTICIPANT AS TO THE SYSTEM, OR THE ICE SDR SERVICE, EXPRESS OR IMPLIED, AND THAT THE SYSTEM, AND ICE SDR SERVICE ARE PROVIDED ON AN “AS IS” BASIS AT PARTICIPANT’S SOLE RISK. ICE TRADE VAULT EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABIL- ITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER ICE NOR ITS MANAGERS, OFFICERS, AFFILIATES, SUBSIDIARIES, SHAREHOLDERS, EMPLOYEES OR AGENTS MAKE ANY WARRANTY WITH RESPECT TO, AND NO SUCH PARTY SHALL HAVE ANY LIABILITY TO PARTICIPANT (i) FOR THE ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY, PERFORMANCE OR CONTINUED AVAILABILITY OF THE SYSTEM OR THE ICE SDR SERVICE OR (ii) FOR DELAYS, OMISSIONS OR INTERRUPTIONS THEREIN. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE ICE SDR SERVICE DOES NOT AND SHALL NOT SERVE AS THE PRIMARY BASIS FOR ANY DECISIONS MADE BY PARTICIPANT AND THAT ICE TRADE VAULT IS NOT AN ADVISOR OR FIDUCIARY OF PARTICIPANT. b) Subject to Section 6(c) of this ICE Trade Vault Agreement, Participant shall indemnify, protect and hold harmless ICE Trade Vault, its directors, officers, affiliates, employees and agents from and against any and all losses, liabilities, judgments, suits, actions, proceedings, claims, damages, and costs (including attorneys’ fees) resulting from or arising out of any act or omission by any person obtaining access to the ICE Trade Vault Platform through the Passwords (other than through the fault or negligence of ICE Trade Vault), whether or not Participant has authorized such access. c) IN NO EVENT WILL EITHER PARTY SHALL TEG BE LIABLE TO THE EXHIBITOR OR TO ANY OTHER PARTY FOR ANY SPECIAL, COLLATERAL, EXEMPLARY, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, WHETHER SUCH DAMAGES OCCUR EITHER PRIOR OR SUBSEQUENT TO, OR ARE ALLEGED AS A RESULT OF, TORTIOUS CONDUCT, FAILURE OF THE EQUIPMENT OR SERVICES OF TEG OR BREACH OF ANY OF THE PROVISIONS OF THIS CONTRACT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING STRICT LIABILITY AND NEGLIGENCE, EVEN IF IT TEG HAS BEEN ADVISED OR HAS NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. SUCH EXCLUDED DAMAGES INCLUDE BUT ARE NOT LIMITED TO LOST PROFITS, LOSS OF USE, AND INTERRUPTION OF BUSINESS OR OTHER CONSEQUENTIAL OR INDIRECT ECONOMIC LOSSES. TEG’S LIABILITY SHALL BE LIMITED TO ANY LOSS OR DAMAGE WHICH RESULTS SOLELY FROM TEG’S NEGLIGENCE IN THE ACTUAL PHYSICAL HANDLING OF EXHIBITOR’S MATERIALS AND NOT FROM ANY OTHER TYPE OF LOSS OR DAMAGE. TEG’S MAXIMUM LIABILITY FOR ANY CAUSE SHALL BE LIMITED TO $0.50 PER POUND PER ARTICLE WITH A MAXIMUM LIABILITY OF $100.00 PER ITEM OR $1,500.00 PER SHIPMENT, WHICHEVER IS LESS. TEG SHALL NOT BE RESPONSIBLE FOR LOSS, THEFT, OR DISAPPEARANCE OF MATERIALS BEFORE THEY ARE PICKED UP FROM EXHIBITOR’S BOOTH OR FOR RELOADING AFTER THE SHOW. BILLS-OF-LADING COVERING OUTGOING SHIPMENTS, WHICH ARE FURNISHED TO TEG BY EXHIBITOR, WILL BE CHECKED AT THE TIME OF ACTUAL PICKUP FROM THE BOOTH AND CORRECTIONS MADE WHERE DISCREPANCIES OCCUR. ANY CLAIMS FOR LOSS, INJURY OR DAMAGE MUST BE SUBMITTED TO TEG WITHIN THIRTY (30) DAYS OF THE CLOSE OF THE SHOW IN WHICH THE LOSS, INJURY OR DAMAGE OCCURRED, OR SUCH CLAIMS SHALL BE WAIVED. NO SUIT OR ACTION FOR THE RECOVERY OF ANY CLAIMS ARISING OUT OF OR RELATED TO BODILY INJURY, DEATH, OR PROPERTY DAMAGE SHALL BE BROUGHT AGAINST TEG MORE THAN ONE YEAR AFTER THE ACCRUAL OF THE CAUSE OF ACTION. ANY INCIDENT OCCURRING AT SHOW SITE MUST BE BROUGHT TO THE ATTENTION OF TEG BEFORE THE CLOSE OF THE SHOW AND AN INCIDENT REPORT FILLED OUT, SHOULD EXHIBITOR FAIL TO FILL OUT AN INCIDENT REPORT AS REQUIRED, EXHIIBITOR WAIVES ANY CLAIMS FOR DAMAGE, INJURY, OR LOSS. d) Notwithstanding the terms of Section 6(a), in the event that ICE Trade Vault is determined to be liable to Participant for any cause, Participant expressly agrees that in entering into this ICE Trade Vault Agreement, ICE Trade Vault’s aggregate liability, for all causes of action, will not exceed the total fees and other amounts (excluding any applicable taxes or duties) paid to ICE Trade Vault by Participant in the previous six months from the date of the occurrence of the liability.

Limitation of Liability; Indemnity. aMandals liability on any claim for loss or damage arising out of any transactions under this Agreement or from the performance or breach thereof or connected with any goods or services supplied hereunder, or the sale, resale, operation or use of goods, whether based on agreement, warranty, tort (including negligence) PARTICIPANT ACKNOWLEDGESor other grounds, UNDERSTANDS AND ACCEPTS THAT ICE TRADE VAULT MAKES NO WARRANTY WHATSOEVER TO PARTICIPANT shall not exceed the price allocable to such goods or services or part thereof involved in the claim, regardless of cause or fault. Purchaser’s remedies are limited to the return of non-conforming goods and repayment of the price or to the repair and replacement of non-conforming goods, subject to the provisions of paragraph 6. This limitation of liability and remedies reflects a deliberate and bargained-for allocation of risks between MANDALS and Purchaser and constitutes the basis of the parties’ bargain, without which MANDALS would not have agreed to the price or terms of this transaction. MANDALS SHALL NOT IN ANY EVENT BE LIABLE WHETHER AS TO THE SYSTEMA RESULT OF BREACH OF AGREEMENT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHER GROUNDS FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE, LOSS OF USE OF GOODS OR ASSOCIATED PRODUCTS, BUSINESS INTERRUPTION, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES OR SERVICES, DOWNTIME COSTS, OR THE ICE SDR SERVICECLAIMS OF CUSTOMERS OF PURCHASER FOR SUCH DAMAGE. In addition, EXPRESS OR IMPLIEDif MANDALS furnishes Purchaser with advice or other assistance regarding any goods or services supplied hereunder, AND THAT THE SYSTEMor any system or equipment in which any such goods may be installed, AND ICE SDR SERVICE ARE PROVIDED ON AN “AS IS” BASIS AT PARTICIPANT’S SOLE RISKand which is not required pursuant to this transaction, the furnishing of the advice or assistance will not subject MANDALS to any liability, whether based on agreement, warranty, tort (including negligence) or other grounds. ICE TRADE VAULT EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABIL- ITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER ICE NOR ITS MANAGERSIn the event Purchaser modifies MANDALS goods or incorporates MANDALS goods into another product or component part, OFFICERS, AFFILIATES, SUBSIDIARIES, SHAREHOLDERS, EMPLOYEES OR AGENTS MAKE ANY WARRANTY WITH RESPECT TO, AND NO SUCH PARTY SHALL HAVE ANY LIABILITY TO PARTICIPANT (i) FOR THE ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY, PERFORMANCE OR CONTINUED AVAILABILITY OF THE SYSTEM OR THE ICE SDR SERVICE OR (ii) FOR DELAYS, OMISSIONS OR INTERRUPTIONS THEREIN. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE ICE SDR SERVICE DOES NOT AND SHALL NOT SERVE AS THE PRIMARY BASIS FOR ANY DECISIONS MADE BY PARTICIPANT AND THAT ICE TRADE VAULT IS NOT AN ADVISOR OR FIDUCIARY OF PARTICIPANT. b) Subject Purchaser agrees to Section 6(c) of this ICE Trade Vault Agreement, Participant shall indemnify, protect and hold harmless ICE Trade Vault, its directors, officers, affiliates, employees and agents indemnify MANDALS from and against any and all lossesclaims, liabilities, judgmentslosses, suits, actions, proceedings, claims, damages, costs and costs expenses (including reasonable attorneys’ fees) resulting involving personal injury or property damage. Purchaser also agrees to hold harmless and indemnify MANDALS from any patent or arising out other intellectual property claims related to (i) any MANDALS goods made in accordance with Purchaser’s designs or specifications; or (ii) the use of any act or omission drawings provided to MANDALS by any person obtaining access to the ICE Trade Vault Platform through the Passwords (other than through the fault or negligence of ICE Trade Vault), whether or not Participant has authorized such access. c) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. d) Notwithstanding the terms of Section 6(a), Purchaser for use in the event that ICE Trade Vault is determined to be liable to Participant for any causemanufacture, Participant expressly agrees that in entering into this ICE Trade Vault Agreement, ICE Trade Vault’s aggregate liability, for all causes production or assembly of action, will not exceed the total fees and other amounts (excluding any applicable taxes or duties) paid to ICE Trade Vault by Participant in the previous six months from the date of the occurrence of the liabilitysuch goods.

Limitation of Liability; Indemnity. (a) PARTICIPANT ACKNOWLEDGES, UNDERSTANDS AND ACCEPTS THAT ICE TRADE VAULT MAKES WE MAKE NO WARRANTY WHATSOEVER TO PARTICIPANT AS TO THE SYSTEM, OR THE ICE SDR SERVICEWARRANTY, EXPRESS OR IMPLIED, CONCERNING THE SERVICE. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE SYSTEM, SERVICE PROVIDED BY US AND ICE SDR SERVICE OUR THIRD-PARTY PROVIDERS ARE PROVIDED ON AN “"AS IS” " BASIS AT PARTICIPANT’S YOUR SOLE RISK. ICE TRADE VAULT WE EXPRESSLY DISCLAIMS DISCLAIM ANY IMPLIED WARRANTIES WARRANTY OF MERCHANTABIL- ITY MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER ICE NOR ITS MANAGERS, OFFICERS, AFFILIATES, SUBSIDIARIES, SHAREHOLDERS, EMPLOYEES OR AGENTS MAKE INCLUDING ANY WARRANTY FOR THE USE OR THE RESULTS OF THE USE OF THE SERVICES WITH RESPECT TOTO THEIR CORRECTNESS, AND NO SUCH PARTY SHALL HAVE ANY LIABILITY TO PARTICIPANT (i) FOR THE QUALITY, ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY, PERFORMANCE PERFORMANCE, TIMELINESS, OR CONTINUED AVAILABILITY AVAILABILITY. (b) YOU ACKNOWLEDGE THAT ELECTRONIC ACCESS TO SYSTEMS THROUGH THE INTERNET OR OTHER NETWORKS, WHETHER PUBLIC OR PRIVATE, MAY NOT BE SECURE. WE MAKE NO WARRANTY WHATSOEVER TO YOU, EXPRESS OR IMPLIED, REGARDING THE SECURITY OF THE SYSTEM PORTAL, INCLUDING WITH RESPECT TO THE ABILITY OF UNAUTHORIZED PERSONS TO INTERCEPT OR ACCESS INFORMATION TRANSMITTED BY YOU THROUGH THIS SERVICE, AND BANK DISCLAIMS ALL LIABILITY FOR ANY SECURITY BREACH THAT DOES NOT RESULT FROM OUR’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. (c) WE ARE NOT RESPONSIBLE FOR THE ICE SDR SERVICE ACTS OR OMISSIONS OF ANY PARTICIPATING BILLPAY SYSTEM, CLEARING NETWORK, PAYMENT NETWORK, OR OTHER THIRD PARTY, AND YOU HEREBY WAIVE AND RELEASE US FROM ANY CLAIM YOU MAY HAVE AGAINST US RELATING THERETO. (d) You agree that we shall only be liable for direct damages under this Service Description as determined by the standard of care in accordance with the liability provisions of the Master Agreement including the limitations on our liability set forth therein. (e) We will not be responsible nor have any liability whatsoever for (i) any information or other data relating to you or a payer that is lost, destroyed or intercepted in connection with the use of the Service, (ii) FOR DELAYSany faulty or erroneous data input by payers or others, OMISSIONS OR INTERRUPTIONS THEREIN. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE ICE SDR SERVICE DOES NOT AND SHALL NOT SERVE AS THE PRIMARY BASIS FOR ANY DECISIONS MADE BY PARTICIPANT AND THAT ICE TRADE VAULT IS NOT AN ADVISOR OR FIDUCIARY OF PARTICIPANTor failure on your part to communicate to us a change in your identifying information in the manner we prescribe, or (iii) any errors or delays in funds transfers or in transaction billing data transmissions. b(f) Subject In addition to Section 6(c) of this ICE Trade Vault any indemnification obligations under the Master Agreement, Participant shall indemnifyyou agree to indemnify us, protect our Affiliates, and each of our and their respective officers, directors, employees, agents, and service providers (collectively, “Indemnified Parties”) for, and defend and hold harmless ICE Trade Vault, its directors, officers, affiliates, employees and agents each of the Indemnified Parties from and against against, any and all actions, losses, damages, claims, demands, liabilities, judgmentscosts, suitsor expenses, actions, proceedings, claims, damages, including court costs and costs (including reasonable attorneys’ fees) fees and expenses (collectively “Claims”), resulting directly or indirectly from your use of the Service (including, without limitation, any and all Claims in connection with complying with or arising out of any act responding to subpoenas, summonses, search warrants, or omission by any person obtaining access requests or demands from government agencies), except to the ICE Trade Vault Platform through extent that such Claims are determined by an arbitrator in accordance with the Passwords (other than through the fault Master Agreement or a court of competent jurisdiction by a final and non-appealable order to have resulted from our gross negligence of ICE Trade Vault), whether or not Participant has authorized such accesswillful misconduct. c) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. d) Notwithstanding the terms of Section 6(a), in the event that ICE Trade Vault is determined to be liable to Participant for any cause, Participant expressly agrees that in entering into this ICE Trade Vault Agreement, ICE Trade Vault’s aggregate liability, for all causes of action, will not exceed the total fees and other amounts (excluding any applicable taxes or duties) paid to ICE Trade Vault by Participant in the previous six months from the date of the occurrence of the liability.

Limitation of Liability; Indemnity. a) PARTICIPANT ACKNOWLEDGES, UNDERSTANDS AND ACCEPTS THAT ICE TRADE VAULT MAKES NO WARRANTY WHATSOEVER TO PARTICIPANT AS TO THE SYSTEM, OR THE ICE SDR SERVICE, EXPRESS OR IMPLIED, AND THAT THE SYSTEM, AND ICE SDR SERVICE ARE PROVIDED ON AN “AS IS” BASIS AT PARTICIPANT’S SOLE RISK. ICE TRADE VAULT EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABIL- ITY MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER ICE NOR ITS MANAGERS, OFFICERS, AFFILIATESAFFILI- ATES, SUBSIDIARIES, SHAREHOLDERS, EMPLOYEES OR AGENTS MAKE ANY WARRANTY WITH RESPECT TO, AND NO SUCH PARTY SHALL HAVE ANY LIABILITY TO PARTICIPANT (i) FOR THE ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY, PERFORMANCE OR CONTINUED AVAILABILITY OF THE SYSTEM OR THE ICE SDR SERVICE OR (ii) FOR DELAYSDE- LAYS, OMISSIONS OR INTERRUPTIONS THEREIN. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE ICE SDR SERVICE DOES NOT AND SHALL NOT SERVE AS THE PRIMARY BASIS FOR ANY DECISIONS MADE BY PARTICIPANT AND THAT ICE TRADE VAULT IS NOT AN ADVISOR OR FIDUCIARY OF PARTICIPANT. b) Subject to Section 6(c) of this ICE Trade Vault Agreement, Participant shall indemnify, protect and hold harmless ICE Trade Vault, its directors, officers, affiliates, employees and agents from and against any and all losses, liabilities, judgments, suits, actions, proceedings, claims, damages, and costs (including attorneys’ fees) resulting from or arising out of any act or omission by any person obtaining access to the ICE Trade Vault Platform through the Passwords (other than through the fault or negligence of ICE Trade Vault), whether or not Participant has authorized such access. c) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. d) Notwithstanding the terms of Section 6(a), in the event that ICE Trade Vault is determined to be liable to Participant for any cause, Participant expressly agrees that in entering into this ICE Trade Vault Agreement, ICE Trade Vault’s aggregate liability, for all causes of action, will not exceed the total fees and other amounts (excluding any applicable taxes or duties) paid to ICE Trade Vault by Participant in the previous six months from the date of the occurrence of the liability.

Limitation of Liability; Indemnity. a) PARTICIPANT ACKNOWLEDGES, UNDERSTANDS AND ACCEPTS THAT ICE TRADE VAULT MAKES NO WARRANTY WHATSOEVER TO PARTICIPANT AS TO THE SYSTEM, OR THE ICE SDR SERVICETRADE VAULT SERVICES, EXPRESS OR IMPLIED, AND THAT THE SYSTEM, AND ICE SDR SERVICE TRADE VAULT SERVICES ARE PROVIDED ON AN “AS IS” BASIS AT PARTICIPANT’S SOLE RISK. ICE TRADE VAULT EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABIL- ITY MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER ICE NOR ITS MANAGERS, OFFICERS, AFFILIATES, SUBSIDIARIES, SHAREHOLDERS, EMPLOYEES OR AGENTS MAKE ANY WARRANTY WITH RESPECT TO, AND NO SUCH PARTY SHALL HAVE ANY LIABILITY TO PARTICIPANT (i) FOR THE ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY, PERFORMANCE OR CONTINUED AVAILABILITY OF THE SYSTEM OR THE ICE SDR SERVICE TRADE VAULT SERVICES OR (ii) FOR DELAYS, OMISSIONS OR INTERRUPTIONS THEREIN. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE ICE SDR SERVICE DOES TRADE VAULT SERVICES DO NOT AND SHALL NOT SERVE AS THE PRIMARY BASIS FOR ANY DECISIONS MADE BY PARTICIPANT AND THAT ICE TRADE VAULT IS NOT AN ADVISOR OR FIDUCIARY OF PARTICIPANT. b) Subject to Section 6(c) of this ICE Trade Vault Agreement, Participant shall indemnify, protect and hold harmless ICE Trade Vault, its directors, officers, affiliates, employees and agents from and against any and all losses, liabilities, judgments, suits, actions, proceedings, claims, damages, and costs (including attorneys’ fees) resulting from or arising out of (i) any act or omission by any person obtaining access to the ICE Trade Vault Platform through the Passwords (other than through the fault or negligence of ICE Trade Vault), whether or not Participant has authorized such access, and (ii) any act or omission of any Broker acting under authorization of Participant in connection with the use of the Broker Confirmation Service. c) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. d) Notwithstanding the terms of Section 6(a), in the event that ICE Trade Vault is determined to be liable to Participant for any cause, Participant expressly agrees that in entering into this ICE Trade Vault Agreement, ICE Trade Vault’s aggregate liability, for all causes of action, will not exceed the total fees and other amounts (excluding any applicable taxes or duties) paid to ICE Trade Vault by Participant in the previous six months from the date of the occurrence of the liability.

Limitation of Liability; Indemnity. (a) PARTICIPANT ACKNOWLEDGES, UNDERSTANDS ENRON AND ACCEPTS THAT ICE TRADE VAULT MAKES NO WARRANTY WHATSOEVER TO PARTICIPANT AS TO THE SYSTEM, OR THE ICE SDR SERVICE, EXPRESS OR IMPLIED, AND THAT THE SYSTEM, AND ICE SDR SERVICE ARE PROVIDED ON AN “AS IS” BASIS AT PARTICIPANT’S SOLE RISK. ICE TRADE VAULT EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABIL- ITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER ICE NOR ITS MANAGERSDIRECTORS, OFFICERS, AFFILIATESEMPLOYEES AND AGENTS, SUBSIDIARIES, SHAREHOLDERS, EMPLOYEES OR AGENTS MAKE ANY WARRANTY WITH RESPECT TO, AND NO SUCH PARTY SHALL HAVE NO LIABILITY, CONTINGENT OR OTHERWISE, TO BROKER OR PARTICIPANTS, COUNTERPARTIES OR ANY LIABILITY TO PARTICIPANT (i) OTHER THIRD PARTIES, FOR THE ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY, PERFORMANCE OR CONTINUED AVAILABILITY OF THE SYSTEM WEBSITE OR THE ICE SDR SERVICE FOR DELAYS OR (ii) FOR DELAYS, OMISSIONS OR INTERRUPTIONS THEREIN. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE ICE SDR SERVICE DOES NOT AND SHALL NOT SERVE AS THE PRIMARY BASIS IN NO EVENT WILL ENRON BE LIABLE FOR ANY DECISIONS MADE SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, LOSS OF PROFIT, LOSS OR CORRUPTION OF DATA, LOSS OF GOODWILL OR REPUTATION OR WASTED MANAGEMENT TIME) WHICH MAY BE INCURRED OR EXPERIENCED ON ACCOUNT OF BROKER’S ENTERING INTO THIS AGREEMENT OR USING OR RELYING ON THE WEBSITE OR ANY INFORMATION ON IT, EVEN IF ENRON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY LIMITATIONS OR RESTRICTIONS ON THE LIABILITY OF EITHER PARTY IN THIS AGREEMENT SHALL ONLY APPLY TO THE EXTENT PERMITTED BY PARTICIPANT AND THAT ICE TRADE VAULT IS NOT AN ADVISOR OR FIDUCIARY OF PARTICIPANT. b) Subject to Section 6(c) APPLICABLE LAW. This section shall not limit the liability of this ICE Trade Vault AgreementEnron, Participant shall indemnify, protect and hold harmless ICE Trade Vault, its directors, officers, affiliatesemployees and agents, where such liability is caused by their (i) fraud or (ii) a claim made against Broker that Broker’s access to and use of the Website violates or otherwise infringes on any patent, trade xxxx or other intellectual property rights of a third party (collectively, “Enron’s Actions”). (b) Broker shall indemnify, protect, and hold harmless Enron and its directors, officers, employees and agents from and against any and all losses, liabilities, judgments, suits, actions, proceedings, claims, damages, and costs (including attorneys’ fees) (collectively, “Costs”) resulting from or arising out of (i) Broker’s breach of or failure to perform any provision of this Agreement, (ii) Broker’s access to and utilization of the Website, including, without limitation any access or entry into any other Enron system other than the Website, (iii) any act or omission by any person obtaining access to the ICE Trade Vault Platform Website through the Passwords (other than through the fault user ID or negligence of ICE Trade Vault)Password, whether or not Participant Broker has authorized such access. c, and/or (iv) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIALany actions taken or not taken by Broker as a result of or based on its access to or utilization of the Website, INDIRECTunless such Costs associated with access, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. d) Notwithstanding the terms of Section 6(a), in the event that ICE Trade Vault is determined to be liable to Participant for any cause, Participant expressly agrees that in entering into this ICE Trade Vault Agreement, ICE Trade Vault’s aggregate liability, for all causes of action, will entry or action taken or not exceed the total fees and other amounts (excluding any applicable taxes or duties) paid to ICE Trade Vault taken by Participant in the previous six months Broker arise from the date failure of Enron to maintain commercially reasonable security controls for the occurrence Website, from the negligence or intentional misconduct of the liabilityEnron and its directors, officers, employees, agents or contractors or from Enron’s Actions.

Limitation of Liability; Indemnity. a) PARTICIPANT ACKNOWLEDGES, UNDERSTANDS AND ACCEPTS THAT ICE TRADE VAULT MAKES NO WARRANTY WHATSOEVER TO PARTICIPANT AS TO THE SYSTEM, PLATFORM OR THE ICE SDR SERVICEPLATFORM SERVICES, EXPRESS OR IMPLIED, AND THAT THE SYSTEM, PLATFORM AND ICE SDR SERVICE PLATFORM SERVICES ARE PROVIDED ON AN “AS IS” BASIS AT PARTICIPANT’S SOLE RISK. ICE TRADE VAULT EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABIL- ITY MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER ICE NOR ITS DIRECTORS, MANAGERS, OFFICERS, AFFILIATES, SUBSIDIARIES, SHAREHOLDERS, EMPLOYEES OR AGENTS MAKE ANY WARRANTY WITH RESPECT TO, AND NO SUCH PARTY SHALL HAVE ANY LIABILITY TO PARTICIPANT (i) FOR THE ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY, PERFORMANCE OR CONTINUED AVAILABILITY OF THE SYSTEM PLATFORM OR PLATFORM SERVICES, THE MARKETS OPERATED BY ICE FUTURES EUROPE OR, ICE FUTURES U.S., INC. OR ANY OTHER TRADING FACILITY OR THE CLEARING FACILITIES OPERATED BY ICE SDR SERVICE CLEAR EUROPE, ICE NGX OR ANY OTHER CLEARING ORGANIZATION, (ii) FOR DELAYS, OMISSIONS OR INTERRUPTIONS THEREIN, (iii) FOR THE CREDITWORTHINESS OF ANY OTHER PARTICIPANT, (iv) FOR THE ACTS OR OMISSIONS OF ANY BROKER AUTHORIZED BY PARTICIPANT TO UTILIZE SERVICES ON BEHALF OF PARTICIPANT, (v) FOR THE ACTS OR OMISSIONS OF PLATTS WITH REGARD TO THE PLATTS WINDOWS MARKETS; OR (vi) FOR ANY ACT OR OMISSION OF ICE FUTURES EUROPE, ICE FUTURES U.S., INC., ICE CLEAR EUROPE LIMITED, ICE NGX CANADA INC. OR ANY OTHER THIRD PARTY. ICE SHALL HAVE NO DUTY OR OBLIGATION TO VERIFY ANY INFORMATION DISPLAYED ON THE PLATFORM. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE ICE SDR SERVICE PLATFORM DOES NOT AND SHALL NOT SERVE AS THE PRIMARY BASIS FOR ANY DECISIONS MADE BY PARTICIPANT AND THAT ICE TRADE VAULT IS NOT AN ADVISOR OR FIDUCIARY OF PARTICIPANT. b) Subject to Section 6(c7(c) of this ICE Trade Vault Agreement, Participant shall indemnify, protect protect, and hold harmless ICE Trade VaultICE, its directors, officers, affiliates, employees and agents from and against any and all losses, liabilities, judgments, suits, actions, proceedings, claims, damages, and costs (including attorneys’ attorney's fees) resulting from or arising out of (i) any act or omission by any person obtaining access to the ICE Trade Vault Platform through the Passwords (other than through the fault or negligence of ICE Trade VaultICE), whether or not Participant has authorized such access, and (ii) any act or omission of any Broker acting under authorization and on behalf of Participant in connection with the use of the Platform. c) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, EVEN IF IT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. d) Notwithstanding the terms of Section 6(a7(a), in the event that ICE Trade Vault is determined to be liable to Participant for any cause, Participant expressly agrees that in entering into this ICE Trade Vault Agreement, ICE Trade VaultICE’s aggregate liability, for all causes of action, will not exceed the total commissions, fees and other amounts (excluding any applicable taxes or duties) paid to ICE Trade Vault by Participant in the previous six months from the date of the occurrence of the liability.

Limitation of Liability; Indemnity. (a) PARTICIPANT ACKNOWLEDGES, UNDERSTANDS AND ACCEPTS THAT ICE TRADE VAULT MAKES HARNCO SHALL HAVE NO WARRANTY WHATSOEVER LIABILITY TO PARTICIPANT AS MMH WITH RESPECT TO THE SYSTEM, SALE OF PRODUCTS HEREUNDER FOR LOST REVENUES OR THE ICE SDR SERVICE, EXPRESS PROFITS OR IMPLIED, AND THAT THE SYSTEM, AND ICE SDR SERVICE ARE PROVIDED ON AN “AS IS” BASIS AT PARTICIPANT’S SOLE RISK. ICE TRADE VAULT EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABIL- ITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER ICE NOR ITS MANAGERS, OFFICERS, AFFILIATES, SUBSIDIARIES, SHAREHOLDERS, EMPLOYEES OR AGENTS MAKE ANY WARRANTY WITH RESPECT TO, AND NO SUCH PARTY SHALL HAVE ANY LIABILITY TO PARTICIPANT (i) FOR THE ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY, PERFORMANCE OR CONTINUED AVAILABILITY OF THE SYSTEM OR THE ICE SDR SERVICE OR (ii) FOR DELAYS, OMISSIONS OR INTERRUPTIONS THEREIN. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE ICE SDR SERVICE DOES NOT AND SHALL NOT SERVE AS THE PRIMARY BASIS FOR ANY DECISIONS MADE BY PARTICIPANT AND THAT ICE TRADE VAULT IS NOT AN ADVISOR OR FIDUCIARY OF PARTICIPANT. b) Subject to Section 6(c) of this ICE Trade Vault Agreement, Participant shall indemnify, protect and hold harmless ICE Trade Vault, its directors, officers, affiliates, employees and agents from and against any and all losses, liabilities, judgments, suits, actions, proceedings, claims, damages, and costs (including attorneys’ fees) resulting from or arising out of any act or omission by any person obtaining access to the ICE Trade Vault Platform through the Passwords (other than through the fault or negligence of ICE Trade Vault), whether or not Participant has authorized such access. c) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECTCONSEQUENTIAL, INCIDENTALEXEMPLARY OR INCIDENTAL DAMAGES OF ANY KIND WHETHER ARISING IN CONTRACT, PUNITIVE TORT, PRODUCT LIABILITY OR CONSEQUENTIAL DAMAGESOTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOST PROFITS OR DAMAGES. IN NO EVENT SHALL HARNCO BE LIABLE TO MMH FOR ANY DAMAGES WHATSOEVER IN EXCESS OF THE PRICE OF PRODUCTS SOLD HEREUNDER, OTHER THAN THE COST OF HARNCO'S WARRANTY OBLIGATIONS PURSUANT TO "ANNEX B". IN THE EVENT THAT ANY WARRANTY OF HARNCO FAILS OF ITS ESSENTIAL PURPOSE, OR IS HELD TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, IN CONSIDERATION OF THE OTHER PROVISIONS OF THIS AGREEMENT, THE PARTIES UNDERSTAND AND AGREE THAT ALL LIMITATIONS OF LIABILITY FOR SPECIAL, INCIDENTAL, AND CONSEQUENTIAL DAMAGES WILL NEVERTHELESS REMAIN IN EFFECT. d(b) Notwithstanding MMH shall defend, indemnify and hold harmless Harnco and its Affiliates, their shareholders, and their respective officers, directors, employees, and agents from any Loss (for the terms purposes of Section 6(a), in the event that ICE Trade Vault is determined to be liable to Participant for any cause, Participant expressly agrees that in entering into this ICE Trade Vault Agreement, ICE Trade Vault’s aggregate liability"Loss" shall mean any and all costs and expenses, for all causes of actiondamages, will not exceed and losses actually incurred) which results from or relates to the total fees and other amounts (excluding any applicable taxes or duties) paid to ICE Trade Vault by Participant in the previous six months from the date provision of the occurrence Manufactured Products pursuant to this Supply Agreement, other than the cost of Harnco's warranty obligations pursuant to "Annex B", unless such Loss is caused by the willful misconduct or gross negligence of the liabilityindemnitee.

Limitation of Liability; Indemnity. a) PARTICIPANT ACKNOWLEDGES, UNDERSTANDS AND ACCEPTS THAT ICE TRADE VAULT MAKES NO WARRANTY WHATSOEVER TO PARTICIPANT AS TO THE SYSTEM, OR THE ICE SDR eCONFIRM SERVICE, EXPRESS OR IMPLIED, AND THAT THE SYSTEM, SYSTEM AND THE ICE SDR eCONFIRM SERVICE ARE PROVIDED ON AN “AS IS” BASIS AT PARTICIPANT’S SOLE RISK. ICE TRADE VAULT EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABIL- ITY MERCHANT- ABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER ICE NOR ITS MANAGERS, OFFICERS, AFFILIATES, SUBSIDIARIES, SHAREHOLDERS, EMPLOYEES OR AGENTS MAKE ANY WARRANTY WITH RESPECT TO, AND NO SUCH PARTY SHALL HAVE ANY LIABILITY TO PARTICIPANT (i) FOR THE ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY, PERFORMANCE OR CONTINUED AVAILABILITY OF THE SYSTEM OR THE ICE SDR eCONFIRM SERVICE OR (ii) FOR DELAYS, OMISSIONS OR INTERRUPTIONS THEREIN. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE ICE SDR eCONFIRM SERVICE DOES NOT AND SHALL NOT SERVE AS THE PRIMARY BASIS FOR ANY DECISIONS MADE BY PARTICIPANT AND THAT ICE TRADE VAULT IS NOT AN ADVISOR OR FIDUCIARY OF PARTICIPANT. b) Subject to Section 6(c) of this ICE Trade Vault Agreement, Participant shall indemnify, protect and hold harmless ICE Trade Vault, its directors, officers, affiliates, employees and agents from and against any and all losses, liabilities, judgments, suits, actions, proceedings, claims, damages, and costs (including attorneys’ fees) resulting from or arising out of any act or omission by any person obtaining access to the ICE Trade Vault Platform through the Passwords (other than through the fault or negligence of ICE Trade Vault), whether or not Participant has authorized such access. c) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. d) Notwithstanding the terms of Section 6(a), in the event that ICE Trade Vault is determined to be liable to Participant for any cause, Participant expressly agrees that in entering into this ICE Trade Vault Agreement, ICE Trade Vault’s aggregate liability, for all causes of action, will not exceed the total fees and other amounts (excluding any applicable taxes or duties) paid to ICE Trade Vault by Participant in the previous six months from the date of the occurrence of the liability.

Limitation of Liability; Indemnity. a) PARTICIPANT ACKNOWLEDGES, UNDERSTANDS AND ACCEPTS THAT ICE TRADE VAULT MAKES NO WARRANTY WHATSOEVER TO PARTICIPANT AS NOTWITHSTANDING ANYTHING TO THE SYSTEMCONTRARY HEREIN OR IN ANY OTHER WRITING, SELLER’S TOTAL LIABILITY FOR ANY CLAIM OR DAMAGE, INCLUDING CLAIMS ALLEGING NEGLIGENCE OR GROSS NEGLIGENCE, ARISING OUT OF AND/OR IN ANY WAY RELATED TO THESE TERMS OR THE ICE SDR SERVICEMANUFACTURE, EXPRESS SALE OR IMPLIED, AND THAT DELIVERY OR USE OF SELLER’S GOODS OR SERVICES WILL BE LIMITED TO THE SYSTEM, AND ICE SDR SERVICE ARE PROVIDED ON AN “AS IS” BASIS AT PARTICIPANT’S SOLE RISK. ICE TRADE VAULT EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABIL- ITY DIRECT DAMAGES BUYER ACTUALLY INCURS NOT TO EXCEED THE LESSER OF: (A) $500,000 OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER ICE NOR ITS MANAGERS, OFFICERS, AFFILIATES, SUBSIDIARIES, SHAREHOLDERS, EMPLOYEES OR AGENTS MAKE ANY WARRANTY WITH RESPECT TO, AND NO SUCH PARTY SHALL HAVE ANY LIABILITY TO PARTICIPANT (iB) FOR THE ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY, PERFORMANCE OR CONTINUED AVAILABILITY PURCHASE PRICE OF THE SYSTEM AFFECTED GOODS DURING THE SIX (6) MONTH PERIOD PRECEDING THE EVENT WHICH GAVE RISE TO SUCH LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN OR THE ICE SDR SERVICE OR (ii) FOR DELAYSIN ANY OTHER WRITING, OMISSIONS OR INTERRUPTIONS THEREIN. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE ICE SDR SERVICE DOES NOT AND SHALL NOT SERVE AS THE PRIMARY BASIS FOR ANY DECISIONS MADE BY PARTICIPANT AND THAT ICE TRADE VAULT IS NOT AN ADVISOR OR FIDUCIARY OF PARTICIPANT. b) Subject to Section 6(c) of this ICE Trade Vault Agreement, Participant shall indemnify, protect and hold harmless ICE Trade Vault, its directors, officers, affiliates, employees and agents from and against any and all losses, liabilities, judgments, suits, actions, proceedings, claims, damages, and costs (including attorneys’ fees) resulting from or arising out of any act or omission by any person obtaining access to the ICE Trade Vault Platform through the Passwords (other than through the fault or negligence of ICE Trade Vault), whether or not Participant has authorized such access. c) IN NO EVENT WILL EITHER PARTY SELLER BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGESDAMAGES (INCLUDING WITHOUT LIMITATION, LOSS OF USE, LOSS OF PROFIT, LINE DOWN COSTS OR CLAIMS OF THIRD PARTIES), HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR OTHERWISE, INCLUDING CLAIMS ALLEGING NEGLIGENCE OR GROSS NEGLIGENCE. THESE LIMITATIONS APPLY EVEN IF IT HAS BEEN ADVISED BUYER’S EXCLUSIVE REMEDY FAILS OF THE POSSIBILITY OF SUCH DAMAGES. dITS ESSENTIAL PURPOSE. By accepting delivery of the goods ordered, Xxxxx agrees that it indemnifies and holds harmless Seller from and against all claims, loss, damage and liability, including without limitation for personal injury, property damage or commercial loss of whatever kind, directly or indirectly arising from or relating to the hazards inherent in Buyer’s facilities or activities. Xxxxx assumes the risk and agrees to indemnify Seller against and hold Seller harmless from all liability relating to (i) Notwithstanding assessing the terms suitability for Buyer’s intended use of Section 6(a)the goods and of any system design or drawing and (ii) determining the compliance of Buyer’s use of the goods with applicable laws, regulations, codes and standards. Buyer retains and accepts full responsibility for all warranty and other claims relating to, or arising from, Buyer’s products which include or incorporate goods or components manufactured or supplied by Seller. Buyer is solely responsible for any and all representations and warranties regarding the products made or authorized by Buyer. Buyer will indemnify Seller and hold Seller harmless from any liability, claims, loss, cost or expenses (including reasonable legal fees) attributable to Buyer’s products or representations or warranties concerning same. Neither Party shall have any indemnity obligation, whether by express or implied contract or implied by law, except as stated in this and in the event that ICE Trade Vault is determined to be liable to Participant for any cause, Participant expressly agrees that in entering into this ICE Trade Vault Agreement, ICE Trade Vault’s aggregate liability, for all causes of action, will not exceed the total fees and other amounts (excluding any applicable taxes or duties) paid to ICE Trade Vault by Participant in the previous six months from the date of the occurrence of the liability.Intellectual property Sections. INTELLECTUAL PROPERTY

Limitation of Liability; Indemnity. a(A) PARTICIPANT ACKNOWLEDGESTHE LIABILITY, UNDERSTANDS IF ANY, OF BANK AND ACCEPTS THAT ICE TRADE VAULT MAKES SPS UNDER THIS AGREEMENT WHETHER TO MERCHANT OR TO ANY OTHER PARTY, WHATEVER THE BASIS OF THE LIABILITY, SHALL NOT EXCEED IN THE AGGREGATE THE DIFFERENCE BETWEEN (I) THE AMOUNT OF FEES PAID BY MERCHANT TO SPS AND BANK DURING THE MONTH IN WHICH THE TRANSACTION OUT OF WHICH THE LIABILITY AROSE OCCURRED, AND (II) ASSESSMENTS, CHARGEBACKS, AND ANY OFFSETS AUTHORIZED UNDER THIS AGREEMENT AGAINST SUCH FEES WHICH AROSE DURING SUCH MONTH. IN THE EVENT MORE THAN ONE MONTH IS INVOLVED, THE AGGREGATE AMOUNT OF SPS AND BANK’S LIABILITY SHALL NOT EXCEED THE LOWEST AMOUNT DETERMINED IN ACCORD WITH THE FOREGOING CALCULATION FOR ANY ONE MONTH INVOLVED. IN NO WARRANTY WHATSOEVER EVENT WILL BANK, SPS, NOR ITS OR THEIR OFFICERS, AGENTS, DIRECTORS, OR EMPLOYEES BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES; (B) MERCHANT HEREBY AGREES TO PARTICIPANT AS INDEMNIFY AND HOLD BANK, SPS AND ITS AND/OR THEIR OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS (THE “INDEMNIFIED PARTIES”) HARMLESS FROM ANY CLAIM RELATING TO:, (I) ANY DISPUTE BETWEEN MERCHANT AND A CARDHOLDER WITH RESPECT TO THE SYSTEMALLEGED OR ACTUAL FAILURE BY MERCHANT TO PROCESS A TRANSACTION AS REQUESTED BY SUCH CARDHOLDER OR TO PROVIDE PHYSICAL SECURITY AT OR NEAR ANY TERMINALS OR OTHER PREMISES OF MERCHANT, OR THE ICE SDR SERVICETRANSMISSION OR DISCLOSURE OF ANY INFORMATION BY OR THROUGH SPS, (II) THE TRANSMISSION OF ANY INCORRECT OR INCOMPLETE INFORMATION TO A CUSTOMER OF ANY NETWORK MEMBER THROUGH THE NETWORK REGARDING AN ACCOUNT MAINTAINED BY SUCH CUSTOMER, OR THE DISCLOSURE THROUGH SUCH NETWORK TO ANY PARTY OF INFORMATION RELATING TO ANY SUCH ACCOUNT; AND (III) MERCHANT’S FAILURE TO COMPLY WITH ANY OF THE PROVISIONS OF THIS AGREEMENT AND APPLICABLE LAWS, RULES AND/OR REGULATIONS, INCLUDING WITHOUT LIMITATION DISPUTES RESULTING FROM MERCHANT'S FAILURE TO PROVIDE A SALES TRANSMITTAL. MERCHANT FURTHER AGREES TO INDEMNIFY AND HOLD THE INDEMNIFIED PARTIES HARMLESS FROM ALL CLAIMS, LIABILITY AND EXPENSES ARISING OR RESULTING FROM ANY DISPUTE OR CLAIM MADE AGAINST BANK AND/OR SPS BY ANY THIRD PARTY ARISING OUT OF MERCHANT’S BREACH OF THIS AGREEMENT OR THE RULES. FURTHER, MERCHANT SHALL REIMBURSE BANK OR SPS, AS THE CASE MAY BE, FOR ALL EXPENSES AND COSTS, INCLUDING ATTORNEY’S FEES, WITH REGARD TO THE FORGOING; (C) NEITHER BANK NOR SPS MAKE ANY OTHER WARRANTY, EXPRESS OR IMPLIED, AND THAT THE SYSTEMREGARDING ANY SERVICES IT PERFORMS IN ACCORDANCE WITH THIS AGREEMENT, AND ICE SDR SERVICE ARE PROVIDED ON AN “AS IS” BASIS AT PARTICIPANT’S SOLE RISKNOTHING CONTAINED IN THE AGREEMENT WILL CONSTITUTE SUCH A WARRANTY. ICE TRADE VAULT EXPRESSLY DISCLAIMS ANY SPS AND BANK DISCLAIM ALL IMPLIED WARRANTIES WARRANTIES, INCLUDING THOSE OF MERCHANTABIL- ITY OR MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NEITHER ICE NOR ITS MANAGERS, OFFICERS, AFFILIATES, SUBSIDIARIES, SHAREHOLDERS, EMPLOYEES OR AGENTS MAKE ANY WARRANTY WITH RESPECT TO, AND NO SUCH PARTY THIS SECTION SHALL HAVE ANY LIABILITY TO PARTICIPANT (i) FOR THE ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY, PERFORMANCE OR CONTINUED AVAILABILITY SURVIVE TERMINATION OF THE SYSTEM OR THE ICE SDR SERVICE OR (ii) FOR DELAYS, OMISSIONS OR INTERRUPTIONS THEREIN. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE ICE SDR SERVICE DOES NOT AND SHALL NOT SERVE AS THE PRIMARY BASIS FOR ANY DECISIONS MADE BY PARTICIPANT AND THAT ICE TRADE VAULT IS NOT AN ADVISOR OR FIDUCIARY OF PARTICIPANTTHIS AGREEMENT. b) Subject to Section 6(c) of this ICE Trade Vault Agreement, Participant shall indemnify, protect and hold harmless ICE Trade Vault, its directors, officers, affiliates, employees and agents from and against any and all losses, liabilities, judgments, suits, actions, proceedings, claims, damages, and costs (including attorneys’ fees) resulting from or arising out of any act or omission by any person obtaining access to the ICE Trade Vault Platform through the Passwords (other than through the fault or negligence of ICE Trade Vault), whether or not Participant has authorized such access. c) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. d) Notwithstanding the terms of Section 6(a), in the event that ICE Trade Vault is determined to be liable to Participant for any cause, Participant expressly agrees that in entering into this ICE Trade Vault Agreement, ICE Trade Vault’s aggregate liability, for all causes of action, will not exceed the total fees and other amounts (excluding any applicable taxes or duties) paid to ICE Trade Vault by Participant in the previous six months from the date of the occurrence of the liability.

Limitation of Liability; Indemnity. (a) PARTICIPANT ACKNOWLEDGESEXCEPT FOR BREACHES OF CONFIDENTIALITY RELATED TO THIS AGREEMENT, UNDERSTANDS EACH PARTY’S LIABILITY (A “LIABLE PARTY”) IN ANY AND ACCEPTS THAT ICE TRADE VAULT MAKES NO WARRANTY WHATSOEVER ALL CATEGORIES AND FOR ANY AND ALL CAUSES ARISING UNDER THIS AGREEMENT, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, WILL, IN THE AGGREGATE, NOT EXCEED THE ACTUAL FEES PAID AND PAYABLE BY THE COMPANY TO PARTICIPANT AS XXXXX UNDER THIS AGREEMENT WITH RESPECT TO THE SYSTEM, OR XXXXX PROFESSIONAL FROM WHOM THE ICE SDR SERVICE, EXPRESS OR IMPLIED, AND LIABILITY ARISES. THIS LIMITATION SHALL NOT APPLY TO THE EXTENT IT IS FINALLY DETERMINED THAT THE SYSTEM, AND ICE SDR SERVICE ARE PROVIDED ON AN “AS IS” BASIS AT PARTICIPANT’S SOLE RISK. ICE TRADE VAULT EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABIL- ITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER ICE NOR ITS MANAGERS, OFFICERS, AFFILIATES, SUBSIDIARIES, SHAREHOLDERS, EMPLOYEES OR AGENTS MAKE ANY WARRANTY WITH RESPECT TO, AND NO SUCH PARTY SHALL HAVE ANY LIABILITY TO PARTICIPANT (i) FOR IS THE ACCURACYRESULT OF A LIABLE PARTY’S GROSS NEGLIGENCE, TIMELINESSWILLFUL MISCONDUCT, COMPLETENESS, RELIABILITY, PERFORMANCE VIOLATION OF LAW OR CONTINUED AVAILABILITY OF THE SYSTEM OR THE ICE SDR SERVICE OR (ii) FOR DELAYS, OMISSIONS OR INTERRUPTIONS THEREINFRAUD. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE ICE SDR SERVICE DOES NOT AND SHALL NOT SERVE AS THE PRIMARY BASIS FOR ANY DECISIONS MADE BY PARTICIPANT AND THAT ICE TRADE VAULT IS NOT AN ADVISOR OR FIDUCIARY OF PARTICIPANT. b) Subject to Section 6(c) of this ICE Trade Vault Agreement, Participant shall indemnify, protect and hold harmless ICE Trade Vault, its directors, officers, affiliates, employees and agents from and against any and all losses, liabilities, judgments, suits, actions, proceedings, claims, damages, and costs (including attorneys’ fees) resulting from or arising out of any act or omission by any person obtaining access to the ICE Trade Vault Platform through the Passwords (other than through the fault or negligence of ICE Trade Vault), whether or not Participant has authorized such access. c) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE CONSEQUENTIAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL SPECIAL DAMAGES, EVEN IF IT HAS BEEN ADVISED INCLUDING, WITHOUT LIMITATION, INTERRUPTION OR LOSS OF THE POSSIBILITY OF SUCH DAMAGESBUSINESS, PROFIT OR GOODWILL. . d(b) Notwithstanding the terms of Section 6(aTHE COMPANY AGREES TO INDEMNIFY XXXXX AND THE XXXXX PROFESSIONAL TO THE FULL EXTENT PERMITTED BY LAW FOR ANY LOSSES, COSTS, DAMAGES, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES), in the event that ICE Trade Vault is determined to be liable to Participant for any causeAS THEY ARE INCURRED, Participant expressly agrees that in entering into this ICE Trade Vault AgreementIN CONNECTION WITH ANY CAUSE OF ACTION, ICE Trade Vault’s aggregate liabilitySUIT, for all causes of actionOR OTHER PROCEEDING ARISING IN CONNECTION WITH THE XXXXX PROFESSIONAL’S SERVICES TO THE COMPANY, will not exceed the total fees and other amounts (excluding any applicable taxes or duties) paid to ICE Trade Vault by Participant in the previous six months from the date of the occurrence of the liabilityEXCEPT TO THE EXTENT ARISING FROM XXXXX OR THE XXXXX PROFESSIONAL’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, VIOLATION OF LAW OR FRAUD.

Limitation of Liability; Indemnity. a) PARTICIPANT BROKER ACKNOWLEDGES, UNDERSTANDS AND ACCEPTS THAT ICE TRADE VAULT MAKES NO WARRANTY WHATSOEVER TO PARTICIPANT BROKER AS TO THE SYSTEM, OR THE ICE SDR eCONFIRM SERVICE, EXPRESS OR IMPLIED, AND THAT THE SYSTEM, AND THE ICE SDR eCONFIRM SERVICE ARE PROVIDED ON AN “AS IS” BASIS AT PARTICIPANTBROKER’S SOLE RISK. ICE TRADE VAULT EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABIL- ITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER ICE TRADE VAULT NOR ITS MANAGERS, OFFICERS, AFFILIATES, SUBSIDIARIES, SHAREHOLDERS, EMPLOYEES OR AGENTS MAKE ANY WARRANTY WITH RESPECT TO, AND NO SUCH PARTY SHALL HAVE ANY LIABILITY TO PARTICIPANT BROKER (i) FOR THE ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY, PERFORMANCE OR CONTINUED AVAILABILITY OF THE SYSTEM OR THE ICE SDR SERVICE eCONFIRM SERVICE, OR (ii) FOR DELAYS, OMISSIONS OR INTERRUPTIONS THEREIN. PARTICIPANT EXCEPT AS REQUIRED BY APPLICABLE LAW, ICE TRADE VAULT SHALL HAVE NO DUTY OR OBLIGA- TION TO VERIFY ANY INFORMATION SUBMITTED TO OR DISPLAYED VIA THE ICE eCONFIRM SERVICE. BROKER ACKNOWLEDGES AND AGREES THAT THE ICE SDR SERVICE DOES NOT AND SHALL NOT SERVE AS THE PRIMARY BASIS FOR ANY DECISIONS MADE BY PARTICIPANT AND THAT ICE TRADE VAULT IS NOT AN ADVISOR OR FIDUCIARY OF PARTICIPANTBROKER OR ITS CUSTOMERS. WITHOUT LIMITATION OF THE FOREGOING, BROKER ACKNOWLEDGES, AGREES AND ACCEPTS THAT ICE TRADE VAULT SHALL HAVE NO LIABILITY OR RESPONSIBILITY WHATSOEVER FOR ANY MATTERS RELATED TO BROKER’S RELATIONSHIP OR DEALINGS WITH ITS CUSTOMERS, INCLUDING BUT NOT LIMITED TO THE ACCURACY OF ANY INFORMATION SUBMITTED THROUGH THE SYSTEM IN CONNECTION WITH BROKER’S USE OF THE ICE eCONFIRM SERVICE, ALL OF WHICH SHALL BE THE SOLE RESPONSIBILITY OF BROKER UNLESS OTHERWISE REQUIRED BY APPLICABLE LAW. b) Subject to Section 6(c7(c) of this ICE Trade Vault eConfirm Agreement, Participant Broker shall indemnify, protect and hold harmless ICE Trade Vault, its directors, officers, affiliates, employees and agents from and against any and all losses, liabilities, judgments, suits, actions, proceedings, claims, damages, and or costs (including attorneys’ attorney's fees) resulting from or arising out of (i) any act or omission by any person obtaining access to the ICE Trade Vault Platform System through the Passwords (other than through the fault or negligence of ICE Trade Vault), whether or not Participant Broker has authorized such access; or (ii) any claim by any customer of Broker involving or relating in any way to the acts or omissions of Broker. c) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGESDAMAGES SUFFERED BY THE OTHER PARTY, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. d) Notwithstanding If, notwithstanding the terms of Section 6(a7(a), in the event that ICE Trade Vault is determined to be liable to Participant Broker for any causecause (other than pursuant to Section 7(e) below), Participant Xxxxxx expressly agrees that in entering into this ICE Trade Vault eConfirm Agreement, ICE Trade Vault’s aggregate liability, for all causes of action, will shall not exceed the sum total of all fees and other amounts (excluding any applicable taxes or duties) paid to ICE Trade Vault by Participant in Broker during the previous six months from the date of the occurrence of the liability.six

Limitation of Liability; Indemnity. a) PARTICIPANT a. THE AUTHORIZED PERSON ACKNOWLEDGES, UNDERSTANDS AND ACCEPTS THAT ICE TRADE VAULT THE EXCHANGE MAKES NO WARRANTY WHATSOEVER TO PARTICIPANT THE AUTHORIZED PERSON AS TO THE SYSTEM, OR THE ICE SDR SERVICESERVICES, EXPRESS OR IMPLIED, AND THAT THE SYSTEM, AND ICE SDR SERVICE ARE IS PROVIDED ON AN “AS IS” BASIS AT PARTICIPANTTHE AUTHORIZED PERSON’S SOLE RISK. ICE TRADE VAULT THE EXCHANGE EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABIL- ITY MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER ICE THE EXCHANGE NOR ITS MANAGERS, OFFICERS, DIRECTORS, AFFILIATES, SUBSIDIARIES, SHAREHOLDERS, EMPLOYEES OR AGENTS MAKE ANY WARRANTY WITH RESPECT TO, AND NO SUCH PARTY SHALL HAVE ANY LIABILITY TO PARTICIPANT THE AUTHORIZED PERSON FOR: (i) FOR THE ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY, PERFORMANCE OR CONTINUED AVAILABILITY OF THE SYSTEM OR THE ICE SDR SERVICE SERVICES, OR (ii) FOR DELAYS, OMISSIONS OR INTERRUPTIONS THEREIN. PARTICIPANT THE EXCHANGE SHALL HAVE NO DUTY OR OBLIGATION TO VERIFY ANY INFORMATION DISPLAYED VIA THE SERVICES. THE AUTHORIZED PERSON ACKNOWLEDGES AND AGREES THAT THE ICE SDR SERVICE DOES NOT AND SHALL NOT SERVE AS THE PRIMARY BASIS FOR ANY DECISIONS MADE BY PARTICIPANT AND THAT ICE TRADE VAULT EXCHANGE IS NOT AN ADVISOR OR FIDUCIARY OF PARTICIPANTTHE AUTHORIZED PERSON OR ITS CUSTOMERS. WITHOUT LIMITATION OF THE FOREGOING, THE AUTHORIZED PERSON ACKNOWLEDGES, AGREES AND ACCEPTS THAT THE EXCHANGE SHALL HAVE NO LIABILITY OR RESPONSIBILITY WHATSOEVER FOR ANY MATTERS RELATED TO THE AUTHORIZED PERSON’S RELATIONSHIP OR DEALINGS WITH ITS CUSTOMERS, INCLUDING BUT NOT LIMITED TO THE EXECUTION OF TRANSACTIONS OR THE ACCURACY OF ANY INFORMATION SUBMITTED THROUGH THE SYSTEM IN CONNECTION WITH THE AUTHORIZED PERSON’S USE OF THE SERVICES, ALL OF WHICH SHALL BE THE SOLE RESPONSIBILITY OF THE AUTHORIZED PERSON. b) b. Subject to Section 6(c8(c) of this ICE Trade Vault Agreement, Participant the Authorized Person shall indemnify, protect protect, and hold harmless ICE Trade Vaultthe Exchange, its directors, officers, affiliates, employees and agents from and against any and all losses, liabilities, judgments, suits, actions, proceedings, claims, damages, and costs (including attorneys’ attorney's fees) resulting from or arising out of (i) any act or omission by any person obtaining access to the ICE Trade Vault Platform System through the Passwords (other than through the fault or negligence of ICE Trade Vaultthe Exchange), whether or not Participant the Authorized Person has authorized such access; or (ii) any claim by any customer of the Authorized Person involving or relating in any way to the acts or omissions of the Authorized Person. c) c. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGESDAMAGES SUFFERED BY THE OTHER PARTY, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. d) d. Notwithstanding the terms of Section 6(a8(a), in the event that ICE Trade Vault the Exchange is determined to be liable to Participant the Authorized Person for any causecause (other than pursuant to Section 8(e) below), Participant the Authorized Person expressly agrees that in entering into this ICE Trade Vault Agreement, ICE Trade Vaultthe Exchange’s aggregate liability, for all causes of action, will shall not exceed the sum total of all fees and other amounts (excluding any applicable taxes or duties) paid to ICE Trade Vault the Exchange by Participant the Authorized Person and, if applicable, by parties to the Authorized Exchange Transactions arranged by the Authorized Person and submitted to the Service during the six month period preceding the action, but in no event more than ten thousand dollars ($10,000). e. Subject to Section 8(c) and notwithstanding Sections 8(a) and 8(d) of this Agreement, the previous six months Exchange agrees to either defend or settle, at the Exchange’s expense and discretion, any suit or claim against the Authorized Person arising from a claim that the date Authorized Person’s authorized and proper use of the occurrence Service under this Agreement infringes any patent, copyright, trade secret, trademark or other proprietary right and to indemnify the Authorized Person from any settlement or final judgment against the Authorized Person related to such infringement claim. The Exchange will have no obligation under this Section or otherwise for any infringement claim based on the combination or use of the liabilityServices with software, hardware, data, or other materials not furnished by the Exchange and/or for modifications made to the Exchange’s Service. If the Service becomes, or the Exchange believes is likely to become, subject to an infringement claim, the Exchange may, at its option and expense: (a) replace or modify the Service so that it becomes non-infringing; (b) obtain for the Authorized Person a license to continue using the Service, or (c) accept return of the infringing part of the Service, and terminate this Agreement as to the infringing part of the Service. The foregoing states the Exchange’s entire liability and the Authorized Person’s sole and exclusive remedies for infringement claims and actions of any kind. f. The foregoing obligations are conditioned on the party seeking indemnification (“Indemnified Party”) providing the party responsible for the indemnification (“Indemnifying Party”) with prompt written notice of the claim for which indemnity is claimed; giving Indemnifying Party sole control of the defense thereof and any related settlement negotiations, and cooperating (at Indemnifying Party’s expense) with Indemnifying Party’s efforts to defend or settle the claim. g. The Exchange represents and warrants that it has all necessary power and authority to execute and perform this Agreement, and this Agreement is its legal, valid and binding agreement, enforceable against the Exchange in accordance with its terms. Neither the execution of nor performance under this Agreement by the Exchange violates any law, rule, regulation or order, or any agreement, document or instrument, binding on or applicable to the Exchange. The Exchange has all licenses, approvals and consents (regulatory or otherwise required) in order for it to provide the Services.

Limitation of Liability; Indemnity. (a) PARTICIPANT ACKNOWLEDGESGS, UNDERSTANDS AND ACCEPTS THAT ICE TRADE VAULT MAKES NO WARRANTY WHATSOEVER TO PARTICIPANT AS TO THE SYSTEM, OR THE ICE SDR SERVICE, EXPRESS OR IMPLIED, AND THAT THE SYSTEM, AND ICE SDR SERVICE ARE PROVIDED ON AN “AS IS” BASIS AT PARTICIPANT’S SOLE RISK. ICE TRADE VAULT EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABIL- ITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER ICE NOR ITS MANAGERSMANAGING DIRECTORS, OFFICERS, AFFILIATES, SUBSIDIARIES, SHAREHOLDERS, EMPLOYEES OR AND AGENTS MAKE ANY WARRANTY WITH RESPECT TO, AND NO SUCH PARTY SHALL HAVE ANY LIABILITY NO LIABILITY, CONTINGENT OR OTHERWISE, TO PARTICIPANT (i) CLIENT OR TO THIRD PARTIES, FOR THE ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY, PERFORMANCE OR CONTINUED AVAILABILITY OF THE SYSTEM SERVICES OR FOR DE- LAYS OR OMISSIONS THEREIN, OR FOR INTERRUPTIONS IN THE ICE SDR SERVICE DELIVERY OF THE SERVICES. IN NO EVENT WILL GS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR (ii) CONSEQUENTIAL DAMAGES WHICH MAY BE IN- CURRED OR EXPERIENCED ON ACCOUNT OF CLIENT ENTERING INTO THIS AGREEMENT OR RELYING ON THE SERVICES, EVEN IF GS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. GS SHALL HAVE NO RESPONSIBILITY TO INFORM CLIENT OF ANY DIFFI- CULTIES EXPERIENCED BY GS OR OTHER THIRD PARTIES WITH RESPECT TO USE OF THE SERVICES FOR DELAYSGS’S ACCOUNTS OR OTHER ACCOUNTS OR TO TAKE ANY ACTION IN CONNECTION THEREWITH. FURTHER, OMISSIONS GS SHALL HAVE NO DUTY OR INTERRUPTIONS THEREINOBLIGATION TO VERIFY, CORRECT, COMPLETE OR UPDATE ANY INFORMATION DISPLAYED IN THE SERVICES. PARTICIPANT CLIENT ACKNOWLEDGES AND AGREES THAT THE ICE SDR SERVICE DOES SERVICES DO NOT AND SHALL NOT SERVE AS THE PRIMARY BASIS FOR ANY INVEST- MENT DECISIONS MADE BY PARTICIPANT CLIENT WITH RESPECT TO CLIENT’S ACCOUNTS OR CLIENT’S MANAGED OR FIDUCIARY ACCOUNTS, AND THAT ICE TRADE VAULT NEITHER GS NOR ANY OF ITS AFFILIATES IS NOT OR SHALL BE AN ADVISOR OR A FIDUCIARY OF PARTICIPANTCLIENT OR OF CLIENT’S MANAGED OR FIDUCIARY ACCOUNTS. (b) Subject Client shall indemnify, protect, and hold harmless GS, its managing directors, officers, affiliates, employees and agents from and against any and all losses, liabilities, judg- ments, suits, actions, proceedings, claims, damages, costs (including attorney’s fees) resulting from or arising out of the use by Client of the Services. (c) As used in Paragraphs 6(a) and 6(b) the term GS shall be deemed to Section 6(cinclude each of the third party providers who provide GS with any portion of the Services. Such third party providers shall not have any liability to Client for monetary damage on account of the Services provided, or to be provided, to Client hereunder. (d) of this ICE Trade Vault Agreement, Participant GS shall indemnify, protect and hold harmless ICE Trade VaultClient, its it’s managing directors, officers, affiliates, employees and agents from and against any and all losses, liabilities, judgments, suits, actions, proceedings, claims, damages, and costs (including attorneys’ attorney’s fees) resulting from or arising out of any act or omission by any person obtaining access ), to the ICE Trade Vault Platform through the Passwords extent that they are based upon a claim of breach of GS’s warranty as set forth in Para- graph 5(b). (other than through the fault or negligence of ICE Trade Vaulte) EXCEPT FOR ITS OBLIGATIONS UNDER PARA- GRAPH 6(d), whether or not Participant has authorized such access. cCLIENT AGREES THAT THE LIABILITY OF GS, ITS AFFILIATES, AGENTS AND THIRD PARTY PROVIDERS, IF ANY, ARISING OUT OF ANY KIND OF LEGAL CLAIM (WHETHER IN CONTRACT, TORT, OR OTHERWISE) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, EVEN IF IT HAS BEEN ADVISED WAY CONNECTED TO CLIENT’S USE OF THE POSSIBILITY OF SUCH DAMAGESSERVICES SHALL NOT EXCEED $10,000. d) Notwithstanding the terms of Section 6(a), in the event that ICE Trade Vault is determined to be liable to Participant for any cause, Participant expressly agrees that in entering into this ICE Trade Vault Agreement, ICE Trade Vault’s aggregate liability, for all causes of action, will not exceed the total fees and other amounts (excluding any applicable taxes or duties) paid to ICE Trade Vault by Participant in the previous six months from the date of the occurrence of the liability.

Limitation of Liability; Indemnity. (a) PARTICIPANT ACKNOWLEDGES, UNDERSTANDS ENRON AND ACCEPTS THAT ICE TRADE VAULT MAKES NO WARRANTY WHATSOEVER TO PARTICIPANT AS TO THE SYSTEM, OR THE ICE SDR SERVICE, EXPRESS OR IMPLIED, AND THAT THE SYSTEM, AND ICE SDR SERVICE ARE PROVIDED ON AN “AS IS” BASIS AT PARTICIPANT’S SOLE RISK. ICE TRADE VAULT EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABIL- ITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER ICE NOR ITS MANAGERSDIRECTORS, OFFICERS, AFFILIATESEMPLOYEES AND AGENTS, SUBSIDIARIES, SHAREHOLDERS, EMPLOYEES OR AGENTS MAKE ANY WARRANTY WITH RESPECT TO, AND NO SUCH PARTY SHALL HAVE NO LIABILITY, CONTINGENT OR OTHERWISE, TO BROKER OR PARTICIPANTS, COUNTERPARTIES OR ANY LIABILITY TO PARTICIPANT (i) OTHER THIRD PARTIES, FOR THE ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY, PERFORMANCE OR CONTINUED AVAILABILITY OF THE SYSTEM WEBSITE OR THE ICE SDR SERVICE FOR DELAYS OR (ii) FOR DELAYS, OMISSIONS OR INTERRUPTIONS THEREIN. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE ICE SDR SERVICE DOES NOT AND SHALL NOT SERVE AS THE PRIMARY BASIS IN NO EVENT WILL ENRON BE LIABLE FOR ANY DECISIONS MADE SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, LOSS OF PROFIT, LOSS OR CORRUPTION OF DATA, LOSS OF GOODWILL OR REPUTATION OR WASTED MANAGEMENT TIME) WHICH MAY BE INCURRED OR EXPERIENCED ON ACCOUNT OF BROKER’S ENTERING INTO THIS AGREEMENT OR USING OR RELYING ON THE WEBSITE OR ANY INFORMATION ON IT, EVEN IF ENRON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY LIMITATIONS OR RESTRICTIONS ON THE LIABILITY OF EITHER PARTY IN THIS AGREEMENT SHALL ONLY APPLY TO THE EXTENT PERMITTED BY PARTICIPANT AND THAT ICE TRADE VAULT IS NOT AN ADVISOR OR FIDUCIARY OF PARTICIPANTAPPLICABLE LAW. (b) Subject to Section 6(c) of this ICE Trade Vault Agreement, Participant Broker shall indemnify, protect protect, and hold harmless ICE Trade Vault, Enron and its directors, officers, affiliates, employees and agents from and against any and all losses, liabilities, judgments, suits, actions, proceedings, claims, damages, and costs (including attorneys’ fees) (collectively “Costs”) resulting from or arising out of (i) Broker’s breach of or failure to perform any provision of this Agreement, (ii) Broker’s access to and utilization of the Website, including, without limitation any access or entry into any other Enron system other than the Website, (iii) any act or omission by any person obtaining access to the ICE Trade Vault Platform Website through the Passwords (other than through the fault user ID or negligence of ICE Trade Vault)Password, whether or not Participant Broker has authorized such access. c, and/or (iv) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIALany actions taken or not taken by Broker as a result of or based on its access to or utilization of the Website, INDIRECTunless such Costs associated with access, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. d) Notwithstanding the terms of Section 6(a), in the event that ICE Trade Vault is determined to be liable to Participant for any cause, Participant expressly agrees that in entering into this ICE Trade Vault Agreement, ICE Trade Vault’s aggregate liability, for all causes of action, will entry or action taken or not exceed the total fees and other amounts (excluding any applicable taxes or duties) paid to ICE Trade Vault taken by Participant in the previous six months Broker arise from the date failure of Enron to maintain commercially reasonable security controls for the occurrence website or otherwise from the negligence or intentional misconduct of the liabilityEnron and its directors, officers, employees, agents or contractors.

Limitation of Liability; Indemnity. a) PARTICIPANT ACKNOWLEDGES, UNDERSTANDS THE ART INSTITUTES WILL NOT BE LIABLE TO YOU FOR CLAIMS AND ACCEPTS THAT ICE TRADE VAULT MAKES NO WARRANTY WHATSOEVER TO PARTICIPANT AS LIABILITIES OF ANY KIND ARISING OUT OF OR IN ANY WAY RELATED TO THE SYSTEMUSE OF BEHANCE GALLERY BY YOU OR BY THIRD PARTIES, WHETHER SUCH CLAIMS AND LIABILITIES ARE BASED ON ANY LEGAL OR EQUITABLE THEORY. THE ART INSTITUTES SHALL NOT BE LIABLE TO YOU FOR ANY AND ALL DIRECT, INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE OR ACCESS BEHANCE GALLERY OR ANY MATERIALS PROVIDED THROUGH BEHANCE GALLERY, WHETHER SUCH DAMAGE CLAIMS ARE BROUGHT UNDER ANY THEORY OF LAW OR EQUITY. DAMAGES EXCLUDED BY THIS CLAUSE INCLUDE, WITHOUT LIMITATION, THOSE FOR LOSS OF PROFITS, CONSEQUENTIAL OR INCIDENTAL DAMAGES, INJURY TO PERSON OR PROPERTY, BUSINESS INTERRUPTION, AND LOSS OF BUSINESS OR PERSONAL INFORMATION. SOME JURISDICTIONS DO NOT ALLOW LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THIS RESTRICTION MAY NOT APPLY TO YOU. MATERIALS AND INFORMATION PROVIDED THROUGH BEHANCE GALLERY MAY BE DELAYED, INACCURATE, OR THE ICE SDR SERVICE, EXPRESS CONTAIN ERRORS OR IMPLIEDOMISSIONS, AND THAT THE SYSTEMART INSTITUTES SHALL HAVE NO LIABILITY WITH RESPECT THERETO. YOU AGREE TO INDEMNIFY AND HOLD THE ART INSTITUTES, AND ICE SDR SERVICE ARE PROVIDED ON AN “AS IS” BASIS AT PARTICIPANT’S SOLE RISK. ICE TRADE VAULT EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABIL- ITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER ICE NOR ITS MANAGERSOFFICERS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, DIRECTORS, OFFICERS, AFFILIATESAGENTS, SUBSIDIARIESSERVICE PROVIDERS, SHAREHOLDERSSUPPLIERS AND EMPLOYEES, EMPLOYEES HARMLESS FROM ANY CLAIM OR AGENTS DEMAND, INCLUDING REASONABLE ATTORNEY FEES AND COURT COSTS, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF CONTENT YOU SUBMIT, POST OR MAKE ANY WARRANTY WITH RESPECT TOAVAILABLE THROUGH BEHANCE GALLERY, AND NO SUCH PARTY SHALL HAVE ANY LIABILITY TO PARTICIPANT (i) FOR THE ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY, PERFORMANCE OR CONTINUED AVAILABILITY YOUR USE OF THE SYSTEM OR THE ICE SDR SERVICE OR (ii) FOR DELAYSBEHANCE GALLERY, OMISSIONS OR INTERRUPTIONS THEREIN. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE ICE SDR SERVICE DOES NOT AND SHALL NOT SERVE AS THE PRIMARY BASIS FOR YOUR VIOLATION OF THIS AGREEMENT, YOUR BREACH OF ANY DECISIONS MADE BY PARTICIPANT AND THAT ICE TRADE VAULT IS NOT AN ADVISOR OR FIDUCIARY OF PARTICIPANT. b) Subject to Section 6(c) of this ICE Trade Vault Agreement, Participant shall indemnify, protect and hold harmless ICE Trade Vault, its directors, officers, affiliates, employees and agents from and against any and all losses, liabilities, judgments, suits, actions, proceedings, claims, damages, and costs (including attorneys’ fees) resulting from or arising out of any act or omission by any person obtaining access to the ICE Trade Vault Platform through the Passwords (other than through the fault or negligence of ICE Trade Vault), whether or not Participant has authorized such access. c) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY REPRESENTATIONS AND WARRANTIES HEREIN, OR YOUR VIOLATION OF SUCH DAMAGESANY LAWS OR RIGHTS OF ANOTHER. d) Notwithstanding the terms of Section 6(a), in the event that ICE Trade Vault is determined to be liable to Participant for any cause, Participant expressly agrees that in entering into this ICE Trade Vault Agreement, ICE Trade Vault’s aggregate liability, for all causes of action, will not exceed the total fees and other amounts (excluding any applicable taxes or duties) paid to ICE Trade Vault by Participant in the previous six months from the date of the occurrence of the liability.

Limitation of Liability; Indemnity. a10.1. SUBJECT TO THIS SECTION 10, UNITY’S (INCLUDING THAT OF ITS AFFILIATES AND LICENSORS) PARTICIPANT ACKNOWLEDGESTOTAL LIABILITY TO you FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY UNDER THESE TERMS, UNDERSTANDS AND ACCEPTS THAT ICE TRADE VAULT MAKES NO WARRANTY WHATSOEVER TO PARTICIPANT AS INCLUDING WITHOUT LIMITATION ANY LIABILITY FOR DIRECT OR INDIRECT DAMAGES, LOSSES, OR INJURIES, WILL BE LIMITED TO THE SYSTEM, OR AMOUNTS PAID TO UNITY BY YOU IN THE ICE SDR SERVICE, EXPRESS OR IMPLIED, AND THAT THE SYSTEM, AND ICE SDR SERVICE ARE PROVIDED ON AN “AS IS” BASIS AT PARTICIPANT’S SOLE RISK. ICE TRADE VAULT EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABIL- ITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER ICE NOR ITS MANAGERS, OFFICERS, AFFILIATES, SUBSIDIARIES, SHAREHOLDERS, EMPLOYEES OR AGENTS MAKE ANY WARRANTY WITH RESPECT TO, AND NO SUCH PARTY SHALL HAVE ANY LIABILITY TO PARTICIPANT PAST THREE (i3) MONTHS FOR THE ACCURACYLICENSE TO THE ZIVA ASSETS RELATING TO THE DISPUTE; SUBJECT TO THIS SECTION 11, TIMELINESS, COMPLETENESS, RELIABILITY, PERFORMANCE OR CONTINUED AVAILABILITY OF THE SYSTEM OR THE ICE SDR SERVICE OR (ii) FOR DELAYS, OMISSIONS OR INTERRUPTIONS THEREIN. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE ICE SDR SERVICE DOES NOT AND SHALL NOT SERVE AS THE PRIMARY BASIS FOR ANY DECISIONS MADE BY PARTICIPANT AND THAT ICE TRADE VAULT IS NOT AN ADVISOR OR FIDUCIARY OF PARTICIPANT. b) Subject to Section 6(c) of this ICE Trade Vault Agreement, Participant shall indemnify, protect and hold harmless ICE Trade Vault, its directors, officers, affiliates, employees and agents from and against any and all losses, liabilities, judgments, suits, actions, proceedings, claims, damages, and costs (including attorneys’ fees) resulting from or arising out of any act or omission by any person obtaining access to the ICE Trade Vault Platform through the Passwords (other than through the fault or negligence of ICE Trade Vault), whether or not Participant has authorized such access. c) IN NO EVENT WILL EITHER PARTY UNITY OR ITS AFFILIATES OR LICENSORS BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECTINCIDENTAL, INCIDENTALEXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGESDAMAGES (INCLUDING LOSS OF DATA, EVEN IF IT BUSINESS, PROFITS OR ABILITY TO EXECUTE) OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF ZIVA STORE OR ANY ZIVA ASSETS LICENSED, DOWNLOADED OR OTHERWISE OBTAINED FROM THE ZIVA STORE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, INDEMNITY, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT UNITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGESLOSS OR DAMAGE. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. 10.2. SUBJECT TO THIS SECTION 10, YOU EXPRESSLY UNDERSTAND AND AGREE THAT UNITY, ITS AFFILIATES AND ITS LICENSORS WILL NOT BE LIABLE TO YOU FOR ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF (A) ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND UNITY OR ON OUR SITES; (B) ANY CHANGES WHICH UNITY MAY MAKE TO ZIVA ASSETS OR ON OUR SITES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SITES OR THE ZIVA ASSETS (OR ANY FEATURES WITHIN the ZIVA ASSETS); (C) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF ZIVA ASSETS; OR (D) YOUR FAILURE TO PROVIDE UNITY WITH ACCURATE ACCOUNT INFORMATION. 10.3. In respect of Ziva Assets whose license is offered for any obligatory fee, charge, or price (“Paid Assets”), Unity agrees to the following limited obligation of defense and indemnity: 10.3.1. Unity will defend you from claims arising out of or in connection with any claim that a Paid Asset infringes any third-party rights of copyright or of trademark, provided that this will not apply to the extent any such claim is predicated on (a) any changes or modifications of the Paid Asset by anyone other than Unity; (b) any changes or modifications of the Paid Asset by Unity at the your request; (c) any combination or incorporation of the Paid Asset with any other software, media, or thing; or (d) any breach or failure to meet the obligations of these Terms by you. 10.3.2. In order to claim an obligation of defense under the preceding Section, you must (a) inform Unity in writing of the existence of the claim within 10 days of it coming to your attention; and (b) give Unity sole right to control the defense or settlement of the claim, provided that you will have the right to approve of any proposed settlement in which there is any admission of any kind by you, such approval not to be unreasonably withheld, conditioned, or delayed. You will, at your expense, provide Unity with reasonable co-operation in Unity’s defense of the claim. Notwithstanding the terms of Section 6(a)foregoing, you may, at its expense, participate in the event defense of the claim with separate counsel of your own choosing. 10.3.3. Where a claim under the foregoing Section has been either defended by Unity or may have been defended by Unity and ends in a final judgment/order of a court of competent jurisdiction from which no appeal is possible or in a final, binding settlement, Unity will pay the monetary award of damages against you under that ICE Trade Vault is determined final judgment/order or the monies to be liable paid by you pursuant to Participant for any causethe final, Participant expressly agrees binding settlement; provided, however, that the obligation to pay shall (a) only be to the extent commensurate with the infringement which Unity is obligated to defend against under the foregoing Section; and (b) be nonetheless limited by and subject to the limitation of liability provided in entering into this ICE Trade Vault Agreement, ICE Trade Vault’s aggregate liability, for all causes of action, will not exceed the total fees and other amounts (excluding any applicable taxes or duties) paid to ICE Trade Vault by Participant in the previous six months from the date of the occurrence of the liabilitySection 10.1.

Limitation of Liability; Indemnity. a) PARTICIPANT ACKNOWLEDGES, UNDERSTANDS AND ACCEPTS THAT ICE TRADE VAULT MAKES NO WARRANTY WHATSOEVER TO PARTICIPANT AS TO THE SYSTEM, OR THE ICE SDR TRADE VAULT SERVICE, EXPRESS OR IMPLIED, AND THAT THE SYSTEM, AND ICE SDR TRADE VAULT SERVICE ARE PROVIDED ON AN “"AS IS” " BASIS AT PARTICIPANT’S 'S SOLE RISK. ICE TRADE VAULT EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABIL- ITY MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER ICE TRADE VAULT NOR ITS MANAGERS, OFFICERS, AFFILIATES, SUBSIDIARIES, SHAREHOLDERS, EMPLOYEES OR AGENTS MAKE ANY WARRANTY WITH RESPECT TO, AND NO SUCH PARTY SHALL HAVE ANY LIABILITY TO PARTICIPANT (i) FOR THE ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY, PERFORMANCE OR CONTINUED AVAILABILITY OF THE SYSTEM OR THE ICE SDR TRADE VAULT SERVICE OR (ii) FOR DELAYS, OMISSIONS OR INTERRUPTIONS THEREIN. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE ICE SDR TRADE VAULT SERVICE DOES NOT AND SHALL NOT SERVE AS THE PRIMARY BASIS FOR ANY DECISIONS MADE BY PARTICIPANT AND THAT ICE TRADE VAULT IS NOT AN ADVISOR OR FIDUCIARY OF PARTICIPANT. b) Subject to Section 6(c) of this ICE Trade Vault Agreement, Participant shall indemnify, protect and hold harmless ICE Trade Vault, its directors, officers, affiliates, employees and agents from and against any and all losses, liabilities, judgments, suits, actions, proceedings, claims, damages, and costs (including attorneys’ fees) resulting from or arising out of any act or omission by any person obtaining access to the ICE Trade Vault Platform through the Passwords (other than through the fault or negligence of ICE Trade Vault), whether or not Participant has authorized such access. c) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. d) Notwithstanding the terms of Section 6(a), in the event that ICE Trade Vault is determined to be liable to Participant for any cause, Participant expressly agrees that in entering into this ICE Trade Vault Agreement, ICE Trade Vault’s aggregate liability, for all causes of action, will not exceed the total fees and other amounts (excluding any applicable taxes or duties) paid to ICE Trade Vault by Participant in the previous six months from the date of the occurrence of the liability.

Limitation of Liability; Indemnity. (a) PARTICIPANT ACKNOWLEDGESDetermination of the suitability of any Services furnished hereunder for the use contemplated by Recipient is the sole responsibility of Recipient, UNDERSTANDS AND ACCEPTS THAT ICE TRADE VAULT MAKES NO WARRANTY WHATSOEVER TO PARTICIPANT AS TO THE SYSTEM, OR THE ICE SDR SERVICE, EXPRESS OR IMPLIED, AND THAT THE SYSTEM, AND ICE SDR SERVICE ARE PROVIDED ON AN “AS IS” BASIS AT PARTICIPANT’S SOLE RISKand neither Provider nor its Affiliates will have any responsibility in connection therewith. ICE TRADE VAULT EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABIL- ITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER ICE NOR ITS MANAGERS, OFFICERS, AFFILIATES, SUBSIDIARIES, SHAREHOLDERS, EMPLOYEES OR AGENTS MAKE ANY WARRANTY WITH RESPECT TO, AND NO SUCH PARTY SHALL HAVE ANY LIABILITY TO PARTICIPANT (i) FOR THE ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY, PERFORMANCE OR CONTINUED AVAILABILITY OF THE SYSTEM OR THE ICE SDR SERVICE OR (ii) FOR DELAYS, OMISSIONS OR INTERRUPTIONS THEREIN. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE ICE SDR SERVICE DOES NOT AND SHALL NOT SERVE AS THE PRIMARY BASIS FOR ANY DECISIONS MADE BY PARTICIPANT AND THAT ICE TRADE VAULT IS NOT AN ADVISOR OR FIDUCIARY OF PARTICIPANT. b) Subject to Section 6(cSections 1(d)(i) of this ICE Trade Vault Agreementand 7(d), Participant shall indemnifyRecipient assumes all risk and liability for loss, protect and hold harmless ICE Trade Vault, its directors, officers, affiliates, employees and agents from and against any and all losses, liabilities, judgments, suits, actions, proceedings, claims, damages, and costs (including attorneys’ fees) resulting from damage or injury to persons or property arising out of such Services, however used, and Provider and its Affiliates shall in no event be liable to Recipient or its Affiliates or those claiming by, through or under Recipient or its Affiliates (including employees, agents, customers, subtenants, contractors and other invitees) for any act damage, including, without limitation, personal or omission property damage, suffered by any person obtaining access of them, directly or indirectly, as a result of any Services provided hereunder, regardless of whether due or alleged to be due to the ICE Trade Vault Platform through the Passwords (other than through the fault or negligence of ICE Trade Vault)Provider or its Affiliates, whether except to the extent such damage is occasioned by the bad faith, willful misconduct, fraud or not Participant has authorized such accessgross negligence of Provider or its Affiliates or the willful breach of this Agreement by Provider. c(b) IN NO EVENT WILL EITHER PARTY NONE OF PROVIDER, RECIPIENT OR ANY OF THEIR RESPECTIVE AFFILIATES SHALL, UNDER ANY CIRCUMSTANCES, BE LIABLE FOR ANY SPECIALLOST PROFITS, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND WHETHER OR NOT BASED ON CONTRACT, TORT, WARRANTY CLAIMS OR OTHERWISE, IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE SERVICES PROVIDED HEREUNDER (OTHER THAN ANY PUNITIVE OR CONSEQUENTIAL DAMAGESDAMAGES FOR WHICH PROVIDER INDEMNITEE (AS DEFINED BELOW) OR RECIPIENT INDEMNITEE (AS DEFINED BELOW) IS FOUND LIABLE THROUGH THE FINAL RESOLUTION OF AN UNAFFILIATED THIRD-PARTY CLAIM), EVEN IF IT HAS BEEN ADVISED WHETHER CAUSED BY BREACH OF THIS AGREEMENT, NEGLIGENCE OR OTHERWISE; PROVIDED, HOWEVER, THAT THE POSSIBILITY OF SUCH DAMAGESFEES FOR SERVICES HEREUNDER AND PROVIDER’S RIGHT THERETO SHALL NOT BE DEEMED LOST PROFITS, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE IN NATURE. (c) Recipient shall indemnify, defend and hold harmless Provider and its Affiliates and their respective officers, directors, employees, agents, advisors or representatives (each a “Provider Indemnitee”) from and against all costs, judgments, awards, claims, suits, liabilities, damages, losses, penalties and other expenses of any kind or nature (whether absolute, accrued, contingent or other) suffered by any of them arising from or in connection with this Agreement or the Services provided hereunder, regardless of the legal basis of liability or legal or equitable principle involved, including reasonable attorneys’ fees and expenses of investigation (which fees and expenses shall be paid as incurred) (collectively, the “Damages”); provided, however, that such indemnity shall not apply for the benefit of a Provider Indemnitee if it is ultimately found through settlement or by final, non-appealable order that such Provider Indemnitee’s actions constituted gross negligence, fraud, bad faith, willful misconduct or willful breach of this Agreement. (d) Notwithstanding Provider shall indemnify, defend and hold harmless Recipient and its Affiliates and their respective officers, directors, employees, agents, advisors or representatives (each a “Recipient Indemnitee”) from and against all Damages, solely to the terms extent that it is ultimately found through settlement or by final, non-appealable order that Provider’s actions in respect of such damages constituted gross negligence, fraud, bad faith, willful misconduct or willful breach of this Agreement. (e) Any Actions relating to indemnification under this Section 6(a), 7 shall be conducted in accordance with the event that ICE Trade Vault is determined to be liable to Participant for any cause, Participant expressly agrees that procedures as set forth in entering into this ICE Trade Vault Agreement, ICE Trade Vault’s aggregate liability, for all causes of action, will not exceed the total fees Section 6.05 and other amounts (excluding any applicable taxes or duties) paid to ICE Trade Vault by Participant in the previous six months from the date Section 6.06 of the occurrence Separation Agreement. (f) Nothing contained in this Section 7 shall limit or alter the obligation of either Party to indemnify the other Party pursuant to the Separation Agreement or any Ancillary Agreement; provided, however, that no Party shall obtain duplicative recoveries. For the avoidance of doubt, the provisions of Article 6 of the liabilitySeparation Agreement shall not constitute the sole and exclusive remedy in respect of Damages arising from or in connection with this Agreement or the Services. (g) The provisions of this Section 7 shall survive the expiration, termination or cancellation of this Agreement and shall be enforceable to the fullest extent permitted by law or in equity.

Limitation of Liability; Indemnity. a) PARTICIPANT ACKNOWLEDGES, UNDERSTANDS AND ACCEPTS THAT ICE TRADE VAULT MAKES NO WARRANTY WHATSOEVER TO PARTICIPANT AS TO THE SYSTEM, OR THE ICE SDR eCONFIRM SERVICE, EXPRESS OR IMPLIED, AND THAT THE SYSTEM, SYSTEM AND THE ICE SDR eCONFIRM SERVICE ARE PROVIDED ON AN “AS IS” BASIS AT PARTICIPANT’S SOLE RISK. ICE TRADE VAULT EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABIL- ITY MERCHANT- ABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER ICE NOR ITS MANAGERS, OFFICERS, AFFILIATES, SUBSIDIARIES, SHAREHOLDERS, EMPLOYEES OR AGENTS MAKE ANY WARRANTY WITH RESPECT TO, AND NO SUCH PARTY SHALL HAVE ANY LIABILITY TO PARTICIPANT (i) FOR THE ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY, PERFORMANCE OR CONTINUED AVAILABILITY OF THE SYSTEM OR THE ICE SDR eCONFIRM SERVICE OR (ii) FOR DELAYS, OMISSIONS OR INTERRUPTIONS THEREIN. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE ICE SDR eCONFIRM SERVICE DOES NOT AND SHALL NOT SERVE AS THE PRIMARY BASIS FOR ANY DECISIONS MADE BY PARTICIPANT AND THAT ICE TRADE VAULT IS NOT AN ADVISOR OR FIDUCIARY OF PARTICIPANT. b) Subject to Section 6(c) of this ICE Trade Vault eConfirm Agreement, Participant shall indemnify, protect and hold harmless ICE Trade Vault, its directors, officers, affiliates, employees and agents from and against any and all losses, liabilities, judgments, suits, actions, proceedings, claims, damages, and costs (including attorneys’ fees) resulting from or arising out of (i) any act or omission by any person obtaining access to the ICE Trade Vault eConfirm Platform through the Passwords (other than through the fault or negligence of ICE Trade Vault), whether or not Participant has authorized such access, and (ii) any act or omission of any Broker acting under authorization of Participant in connection with the use of the Broker Confirmation Service. c) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. d) Notwithstanding the terms of Section 6(a), in the event that ICE Trade Vault is determined to be liable to Participant for any cause, Participant expressly agrees that in entering into this ICE Trade Vault eConfirm Agreement, ICE Trade Vault’s aggregate liability, for all causes of action, will not exceed the total fees and other amounts (excluding any applicable taxes or duties) paid to ICE Trade Vault by Participant in the previous six months from the date of the occurrence of the liability.

Limitation of Liability; Indemnity. (a) PARTICIPANT ACKNOWLEDGES, UNDERSTANDS HPL AND ACCEPTS THAT ICE TRADE VAULT MAKES NO WARRANTY WHATSOEVER TO PARTICIPANT AS TO THE SYSTEM, OR THE ICE SDR SERVICE, EXPRESS OR IMPLIED, AND THAT THE SYSTEM, AND ICE SDR SERVICE ARE PROVIDED ON AN “AS IS” BASIS AT PARTICIPANT’S SOLE RISK. ICE TRADE VAULT EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABIL- ITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER ICE NOR ITS MANAGERSDIRECTORS, OFFICERS, AFFILIATESEMPLOYEES AND AGENTS, SUBSIDIARIES, SHAREHOLDERS, EMPLOYEES OR AGENTS MAKE ANY WARRANTY WITH RESPECT TO, AND NO SUCH PARTY SHALL HAVE ANY LIABILITY NO LIABILITY, CONTINGENT OR OTHERWISE, TO PARTICIPANT (i) COUNTERPARTY OR TO THIRD PARTIES, FOR THE ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY, PERFORMANCE OR CONTINUED AVAILABILITY OF THE SYSTEM WEBSITE OR THE ICE SDR SERVICE FOR DELAYS OR (ii) FOR DELAYS, OMISSIONS OR INTERRUPTIONS THEREIN. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE ICE SDR SERVICE DOES NOT AND SHALL NOT SERVE AS THE PRIMARY BASIS IN NO EVENT WILL HPL BE LIABLE FOR ANY DECISIONS MADE SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, LOSS OF PROFIT, LOSS OR CORRUPTION OF DATA, LOSS OF GOODWILL OR REPUTATION OR WASTED MANAGEMENT TIME) WHICH MAY BE INCURRED OR EXPERIENCED ON ACCOUNT OF COUNTERPARTY'S ENTERING INTO THIS AGREEMENT OR USING OR RELYING ON THE WEBSITE OR ANY INFORMATION ON IT, EVEN IF HPL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY LIMITATIONS OR RESTRICTIONS ON THE LIABILITY OF EITHER PARTY IN THIS AGREEMENT SHALL ONLY APPLY TO THE EXTENT PERMITTED BY PARTICIPANT AND THAT ICE TRADE VAULT IS NOT AN ADVISOR OR FIDUCIARY OF PARTICIPANTAPPLICABLE LAW. (b) Subject to Section 6(c) of this ICE Trade Vault Agreement, Participant Counterparty shall indemnify, protect protect, and hold harmless ICE Trade Vault, HPL and its directors, officers, affiliates, employees and agents from and against any and all losses, liabilities, judgments, suits, actions, proceedings, claims, damages, and costs (including attorneys’ attorney's fees) resulting from or arising out of Counterparty's access to and utilization of the Website, including, without limitation (i) any access or entry into any other HPL system other than the Website, (ii) any act or omission by any person obtaining access to the ICE Trade Vault Platform Website through the Passwords (other than through as defined in the fault or negligence of ICE Trade VaultPassword Application), whether or not Participant Counterparty has authorized such access. c, and/or (iii) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. d) Notwithstanding the terms any actions taken or not taken by Counterparty as a result of Section 6(a), in the event that ICE Trade Vault is determined or based on its access to be liable to Participant for any cause, Participant expressly agrees that in entering into this ICE Trade Vault Agreement, ICE Trade Vault’s aggregate liability, for all causes of action, will not exceed the total fees and other amounts (excluding any applicable taxes or duties) paid to ICE Trade Vault by Participant in the previous six months from the date utilization of the occurrence of the liabilityWebsite.

Limitation of Liability; Indemnity. (a) PARTICIPANT ACKNOWLEDGESGS, UNDERSTANDS AND ACCEPTS THAT ICE TRADE VAULT MAKES NO WARRANTY WHATSOEVER TO PARTICIPANT AS TO THE SYSTEMITS MANAGING DIRECTORS, OR THE ICE SDR SERVICE, EXPRESS OR IMPLIED, AND THAT THE SYSTEM, AND ICE SDR SERVICE ARE PROVIDED ON AN “AS IS” BASIS AT PARTICIPANT’S SOLE RISK. ICE TRADE VAULT EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABIL- ITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER ICE NOR ITS MANAGERSPARTNERS, OFFICERS, AFFILIATES, SUBSIDIARIES, SHAREHOLDERS, EMPLOYEES OR AND AGENTS MAKE ANY WARRANTY WITH RESPECT TO, AND NO SUCH PARTY SHALL HAVE ANY LIABILITY NO LIABILITY, CONTINGENT OR OTHERWISE, TO PARTICIPANT (i) CLIENT OR TO THIRD PARTIES, FOR THE ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY, PERFORMANCE PERFOR- XXXXX OR CONTINUED AVAILABILITY OF THE SYSTEM SERVICES OR FOR DELAYS OR OMISSIONS THEREIN, OR FOR INTERRUPTIONS IN THE ICE SDR SERVICE DELIVERY OF THE SERVICES. IN NO EVENT WILL GS BE LIABLE FOR ANY SPECIAL, INDI- RECT, INCIDENTAL OR (ii) CONSEQUENTIAL DAMAGES WHICH MAY BE INCURRED OR EXPERIENCED ON ACCOUNT OF CLIENT ENTERING INTO THIS AGREEMENT OR RELYING ON THE SERVICES, EVEN IF GS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. GS SHALL HAVE NO RESPONSIBILITY TO INFORM CLIENT OF ANY DIFFICULTIES EXPERIENCED BY GS OR OTHER THIRD PARTIES WITH RESPECT TO USE OF THE SERVIC- ES FOR DELAYSGS’S ACCOUNTS OR OTHER ACCOUNTS OR TO TAKE ANY ACTION IN CONNECTION THEREWITH. FURTHER, OMISSIONS GS SHALL HAVE NO DUTY OR INTERRUPTIONS THEREINOBLIGATION TO VERIFY, CORRECT, COMPLETE OR UPDATE ANY INFORMATION DISPLAYED IN THE SERVICES. PARTICIPANT CLIENT ACKNOWLEDGES AND AGREES THAT THE ICE SDR SERVICE DOES SERVICES DO NOT AND SHALL NOT SERVE AS THE PRIMARY BASIS FOR ANY INVESTMENT DECISIONS MADE BY PARTICIPANT CLIENT WITH RESPECT TO CLIENT’S ACCOUNTS OR CLIENT’S MANAGED OR FIDUCIARY ACCOUNTS, AND THAT ICE TRADE VAULT NEITHER GS NOR ANY OF ITS AFFILIATES IS NOT OR SHALL BE AN ADVISOR OR A FIDUCIARY OF PARTICIPANTCLIENT OR OF CLIENT’S MANAGED OR FIDUCIARY ACCOUNTS. (b) Subject to Section 6(c) of this ICE Trade Vault Agreement, Participant Client shall indemnify, protect protect, and hold harmless ICE Trade VaultGS, its managing directors, partners, officers, affiliates, employees and agents from and against any and all losses, liabilities, judgments, suits, actions, proceedings, claims, damages, and costs (including attorneys’ attorney’s fees) resulting from or arising out of the use by Client of the Services. (c) As used in Paragraphs 6(a) and 6(b) the term GS shall be deemed to include each of the third party providers who provide GS with any act portion of the Services. Such third party providers shall not have any liability to Client for monetary damage on account of the Services provided, or omission by to be provided, to Client hereunder. (d) GS shall indemnify, protect and hold harmless Client, it’s managing directors, partners, officers, affiliates, employees and agents from and against any person obtaining access and all losses, liabilities, judgments, suits, actions, proceedings, claims, damages, costs (including attorney’s fees), to the ICE Trade Vault Platform through the Passwords extent that they are based upon a claim of breach of GS’s warranty as set forth in Paragraph 5(b). (other than through the fault or negligence of ICE Trade Vaulte) EXCEPT FOR ITS OBLIGATIONS UNDER PARA- GRAPH 6(d), whether or not Participant has authorized such access. cCLIENT AGREES THAT THE LIABILITY OF GS, ITS AFFILIATES, AGENTS AND THIRD PARTY PROVIDERS, IF ANY, ARISING OUT OF ANY KIND OF LEGAL CLAIM (WHETHER IN CONTRACT, TORT, OR OTHERWISE) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, EVEN IF IT HAS BEEN ADVISED WAY CONNECTED TO CLIENT’S USE OF THE POSSIBILITY OF SUCH DAMAGESSERVICES SHALL NOT EXCEED $10,000. d) Notwithstanding the terms of Section 6(a), in the event that ICE Trade Vault is determined to be liable to Participant for any cause, Participant expressly agrees that in entering into this ICE Trade Vault Agreement, ICE Trade Vault’s aggregate liability, for all causes of action, will not exceed the total fees and other amounts (excluding any applicable taxes or duties) paid to ICE Trade Vault by Participant in the previous six months from the date of the occurrence of the liability.

Limitation of Liability; Indemnity. a) PARTICIPANT BROKER ACKNOWLEDGES, UNDERSTANDS AND ACCEPTS THAT ICE TRADE VAULT MAKES NO WARRANTY WHATSOEVER TO PARTICIPANT BROKER AS TO THE SYSTEM, OR THE ICE SDR SERVICESERVICES, EXPRESS OR IMPLIED, AND THAT THE SYSTEM, AND ICE SDR SERVICE SERVICES ARE PROVIDED ON AN “AS IS” BASIS AT PARTICIPANTBROKER’S SOLE RISK. ICE TRADE VAULT EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABIL- ITY MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER ICE TRADE VAULT NOR ITS MANAGERS, OFFICERS, AFFILIATES, SUBSIDIARIES, SHAREHOLDERS, EMPLOYEES OR AGENTS MAKE ANY WARRANTY WITH RESPECT TO, AND NO SUCH PARTY SHALL HAVE ANY LIABILITY TO PARTICIPANT BROKER (i) FOR THE ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY, PERFORMANCE OR CONTINUED AVAILABILITY OF THE SYSTEM OR THE ICE SDR SERVICE SERVICES, OR (ii) FOR DELAYS, OMISSIONS OR INTERRUPTIONS THEREIN. PARTICIPANT EXCEPT AS REQUIRED BY APPLICABLE LAW, ICE TRADE VAULT SHALL HAVE NO DUTY OR OBLIGATION TO VERIFY ANY INFORMATION SUBMITTED TO OR DISPLAYED VIA THE SERVICES. BROKER ACKNOWLEDGES AND AGREES THAT THE ICE SDR SERVICE DOES NOT AND SHALL NOT SERVE AS THE PRIMARY BASIS FOR ANY DECISIONS MADE BY PARTICIPANT AND THAT ICE TRADE VAULT IS NOT AN ADVISOR OR FIDUCIARY OF PARTICIPANTBROKER OR ITS CUSTOMERS. WITHOUT LIMITATION OF THE FOREGOING, BROKER ACKNOWLEDGES, AGREES AND ACCEPTS THAT ICE TRADE VAULT SHALL HAVE NO LIABILITY OR RESPONSIBILITY WHATSOEVER FOR ANY MATTERS RELATED TO BROKER’S RELATIONSHIP OR DEALINGS WITH ITS CUSTOMERS, INCLUDING BUT NOT LIMITED TO THE ACCURACY OF ANY INFORMATION SUBMITTED THROUGH THE SYSTEM IN CONNECTION WITH BROKER’S USE OF THE SERVICES, ALL OF WHICH SHALL BE THE SOLE RESPONSIBILITY OF BROKER UNLESS OTHERWISE REQUIRED BY APPLICABLE LAW. b) Subject to Section 6(c7(c) of this ICE Trade Vault Agreement, Participant Broker shall indemnify, protect protect, and hold harmless ICE Trade Vault, its directors, officers, affiliates, employees and agents from and against any and all losses, liabilities, judgments, suits, actions, proceedings, claims, damages, and or costs (including attorneys’ attorney's fees) resulting from or arising out of (i) any act or omission by any person obtaining access to the ICE Trade Vault Platform System through the Passwords (other than through the fault or negligence of ICE Trade Vault), whether or not Participant Broker has authorized such access; or (ii) any claim by any customer of Broker involving or relating in any way to the acts or omissions of Broker. c) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGESDAMAGES SUFFERED BY THE OTHER PARTY, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. d) Notwithstanding the terms of Section 6(a7(a), in the event that ICE Trade Vault is determined to be liable to Participant Broker for any causecause (other than pursuant to Section 7(e) below), Participant Xxxxxx expressly agrees that in entering into this ICE Trade Vault Agreement, ICE Trade Vault’s aggregate liability, for all causes of action, will shall not exceed the sum total of all fees and other amounts (excluding any applicable taxes or duties) paid to ICE Trade Vault by Participant in Broker during the previous six months (6) month period preceding the action. e) Subject to Section 7(c) and notwithstanding Sections 7(a) and 7(d) of this ICE Trade Vault Agreement, ICE Trade Vault agrees to either defend or settle, at ICE Trade Vault’s expense and discretion, any suit or claim against Broker arising from a claim that Broker’s authorized and proper use of the Services under this ICE Trade Vault Agreement infringes any patent, copyright, trade secret, trademark or other proprietary right and to indemnify Broker from any settlement or final judgment against Broker related to such infringement claim. ICE Trade Vault will have no obligation under this Section or otherwise for any infringement claim based on the combination or use of the Services with software, hardware, data, or other materials not furnished by ICE Trade Vault and/or for modifications made to the Services. If the Services become, or ICE Trade Vault believes are likely to become, subject to an infringement claim, ICE Trade Vault may, at its option and expense: (i) replace or modify the Services so that they become non-infringing, (ii) obtain for Broker a license to continue using the ICE Trade Vault Services, or (iii) accept return of the infringing part of the Services, terminate this ICE Trade Vault Agreement as to the infringing part of the Services, and refund to Broker the license fees paid to ICE Trade Vault under this ICE Trade Vault Agreement for the infringing part of the Services that have been accrued to the date of the occurrence infringement. The foregoing states ICE Trade Vault’s entire liability and Xxxxxx’s sole and exclusive remedies for infringement claims and actions of any kind. f) The foregoing obligations are conditioned on the party seeking indemnification (“Indemnified Party”) providing the party responsible for the indemnification (“Indemnifying Party”) with prompt written notice of the liabilityclaim for which indemnity is claimed, giving Indemnifying Party sole control of the defense thereof and any related settlement negotiations, and cooperating (at Indemnifying Party’s expense) with Indemnifying Party’s efforts to defend or settle the claim. g) ICE Trade Vault represents and warrants that it has all necessary power and authority to execute and perform this ICE Trade Vault Agreement, and this ICE Trade Vault Agreement is its legal, valid and binding agreement, enforceable against ICE Trade Vault in accordance with its terms. Neither the execution of nor performance under this ICE Trade Vault Agreement by ICE Trade Vault violates any law, rule, regulation or order, or any agreement, document or instrument, binding on or applicable to ICE Trade Vault. ICE Trade Vault has all licenses, approvals and consents (regulatory or otherwise) in order for it to provide the Services.

Limitation of Liability; Indemnity. a) PARTICIPANT ACKNOWLEDGES, UNDERSTANDS AND ACCEPTS THAT ICE TRADE VAULT MAKES NO WARRANTY WHATSOEVER TO PARTICIPANT AS TO THE SYSTEMMAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OR THE ICE SDR SERVICE, EXPRESS OR IMPLIED, AND YOU AGREE THAT THE SYSTEM, AND ICE SDR SERVICE ARE PROVIDED ON AN “AS IS” BASIS AT PARTICIPANT’S SOLE RISK. ICE TRADE VAULT EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABIL- ITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER ICE NOR ITS MANAGERS, OFFICERS, AFFILIATES, SUBSIDIARIES, SHAREHOLDERS, EMPLOYEES OR AGENTS MAKE ANY WARRANTY WITH RESPECT TO, AND NO SUCH PARTY SHALL HAVE ANY LIABILITY TO PARTICIPANT (i) FOR THE ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY, PERFORMANCE OR CONTINUED AVAILABILITY OF THE SYSTEM OR THE ICE SDR SERVICE OR (ii) FOR DELAYS, OMISSIONS OR INTERRUPTIONS THEREIN. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE ICE SDR SERVICE DOES NOT AND PANCAKESWAP CAKE DEFI SHALL NOT SERVE AS THE PRIMARY BASIS FOR ANY DECISIONS MADE BY PARTICIPANT AND THAT ICE TRADE VAULT IS NOT AN ADVISOR OR FIDUCIARY OF PARTICIPANT. b) Subject to Section 6(c) of this ICE Trade Vault Agreement, Participant shall indemnify, protect and hold harmless ICE Trade Vault, its directors, officers, affiliates, employees and agents from and against any and all losses, liabilities, judgments, suits, actions, proceedings, claims, damages, and costs (including attorneys’ fees) resulting from or arising out of any act or omission by any person obtaining access to the ICE Trade Vault Platform through the Passwords (other than through the fault or negligence of ICE Trade Vault), whether or not Participant has authorized such access. c) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY LOSS OF INFORMATION, DATA, LOSS OF INCOME, LOSS OF OPPORTUNITY OR PROFITS, COST OF RECOVERY, PERSONAL INJURY, OR OTHER LOSS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, ARISING FROM THE USE OF THE SERVICE, OR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE CONSEQUENTIAL, OR CONSEQUENTIAL DAMAGES, INDIRECT DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SERVICE. THIS LIMITATION WILL APPLY EVEN IF IT PANCAKESWAP CAKE DEFI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. d, AND THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PANCAKESWAP CAKE DEFI’S TOTAL LIABILITY TO ANY USER ARISING OUT OF OR RELATED TO THIS AGREEMENT OR YOUR USE OF THE SERVICE EXCEED THE PROTOCOL FEES PAID IN THE APPLICABLE TOKEN OR ITS EQUIVALENT. You agree to defend, indemnify, and hold harmless PANCAKESWAP CAKE DEFI, and its officers, directors, managers, and employees (“Indemnified Parties”) Notwithstanding the terms of Section 6(a)from any and all liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) incurred by such indemnified parties in the event that ICE Trade Vault is determined to be liable to Participant for connection with any cause, Participant expressly agrees that in entering into this ICE Trade Vault Agreement, ICE Trade Vault’s aggregate liability, for all causes of third-party action, will not exceed the total fees and other amounts claim, or proceeding arising from or related to (excluding any applicable taxes i) your access to or duties) paid to ICE Trade Vault by Participant in the previous six months from the date use of the occurrence Services, (ii) your violation of the liabilitythese Terms of Use, or (iii) any taxes, and related costs, interest and penalties, applicable to any Rewards you receive. You may not settle or otherwise compromise any claim subject to this Section without PancakeSwap Cake DeFi’s prior written approval.

Limitation of Liability; Indemnity. a) PARTICIPANT ACKNOWLEDGES, UNDERSTANDS AND ACCEPTS THAT ICE TRADE VAULT MAKES NO WARRANTY WHATSOEVER TO PARTICIPANT AS TO THE SYSTEM, PLATFORM OR THE ICE SDR SERVICEPLATFORM SERVICES, EXPRESS OR IMPLIED, AND THAT THE SYSTEM, PLATFORM AND ICE SDR SERVICE PLATFORM SERVICES ARE PROVIDED ON AN “AS IS” BASIS AT PARTICIPANT’S SOLE RISK. ICE TRADE VAULT EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABIL- ITY MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER ICE NOR ITS DIRECTORS, MANAGERS, OFFICERS, AFFILIATES, SUBSIDIARIES, SHAREHOLDERS, EMPLOYEES OR AGENTS MAKE ANY WARRANTY WITH RESPECT TO, AND NO SUCH PARTY SHALL HAVE ANY LIABILITY TO PARTICIPANT (i) FOR THE ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY, PERFORMANCE OR CONTINUED AVAILABILITY OF THE SYSTEM PLATFORM OR PLATFORM SERVICES, THE MARKETS OPERATED BY ICE FUTURES EUROPE OR ICE FUTURES U.S., INC. OR THE CLEARING FACILITIES OPERATED BY ICE SDR SERVICE OR CLEAR EUROPE, (ii) FOR DELAYS, OMISSIONS OR INTERRUPTIONS THEREIN, (iii) FOR THE CREDITWORTHINESS OF ANY OTHER PARTICIPANT, (iv) FOR THE ACTS OR OMISSIONS OF ANY BROKER AUTHORIZED BY PARTICIPANT TO UTILIZE SERVICES ON BEHALF OF PARTICIPANT, (v) FOR THE ACTS OR OMISSIONS OF PLATTS WITH REGARD TO THE PLATTS WINDOWS MARKETS; OR (vi) FOR ANY ACT OR OMISSION OF ICE FUTURES EUROPE, ICE FUTURES U.S., INC., ICE CLEAR EUROPE LIMITED OR ANY OTHER THIRD PARTY. ICE SHALL HAVE NO DUTY OR OBLIGATION TO VERIFY ANY INFORMATION DISPLAYED ON THE PLATFORM. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE ICE SDR SERVICE PLATFORM DOES NOT AND SHALL NOT SERVE AS THE PRIMARY BASIS FOR ANY DECISIONS MADE BY PARTICIPANT AND THAT ICE TRADE VAULT IS NOT AN ADVISOR OR FIDUCIARY OF PARTICIPANT. b) Subject to Section 6(c7(c) of this ICE Trade Vault Agreement, Participant shall indemnify, protect protect, and hold harmless ICE Trade VaultICE, its directors, officers, affiliates, employees and agents from and against any and all losses, liabilities, judgments, suits, actions, proceedings, claims, damages, and costs (including attorneys’ attorney's fees) resulting from or arising out of (i) any act or omission by any person obtaining access to the ICE Trade Vault Platform through the Passwords (other than through the fault or negligence of ICE Trade VaultICE), whether or not Participant has authorized such access, and (ii) any act or omission of any Broker acting under authorization and on behalf of Participant in connection with the use of the Platform. c) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, EVEN IF IT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. d) Notwithstanding the terms of Section 6(a7(a), in the event that ICE Trade Vault is determined to be liable to Participant for any cause, Participant expressly agrees that in entering into this ICE Trade Vault Agreement, ICE Trade VaultICE’s aggregate liability, for all causes of action, will not exceed the total commissions, fees and other amounts (excluding any applicable taxes or duties) paid to ICE Trade Vault by Participant in the previous six months from the date of the occurrence of the liability.

Limitation of Liability; Indemnity. (a) PARTICIPANT ACKNOWLEDGES, UNDERSTANDS ENRON AND ACCEPTS THAT ICE TRADE VAULT MAKES NO WARRANTY WHATSOEVER TO PARTICIPANT AS TO THE SYSTEM, OR THE ICE SDR SERVICE, EXPRESS OR IMPLIED, AND THAT THE SYSTEM, AND ICE SDR SERVICE ARE PROVIDED ON AN “AS IS” BASIS AT PARTICIPANT’S SOLE RISK. ICE TRADE VAULT EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABIL- ITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER ICE NOR ITS MANAGERSDIRECTORS, OFFICERS, AFFILIATESEMPLOYEES AND AGENTS, SUBSIDIARIES, SHAREHOLDERS, EMPLOYEES OR AGENTS MAKE ANY WARRANTY WITH RESPECT TO, AND NO SUCH PARTY SHALL HAVE ANY LIABILITY NO LIABILITY, CONTINGENT OR OTHERWISE, TO PARTICIPANT (i) COUNTERPARTY OR TO THIRD PARTIES, FOR THE ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY, PERFORMANCE OR CONTINUED AVAILABILITY OF THE SYSTEM WEBSITE OR THE ICE SDR SERVICE FOR DELAYS OR (ii) FOR DELAYS, OMISSIONS OR INTERRUPTIONS THEREIN. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE ICE SDR SERVICE DOES NOT AND SHALL NOT SERVE AS THE PRIMARY BASIS IN NO EVENT WILL ENRON BE LIABLE FOR ANY DECISIONS MADE SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, LOSS OF PROFIT, LOSS OR CORRUPTION OF DATA, LOSS OF GOODWILL OR REPUTATION OR WASTED MANAGEMENT TIME) WHICH MAY BE INCURRED OR EXPERIENCED ON ACCOUNT OF COUNTERPARTY’S ENTERING INTO THIS AGREEMENT OR USING OR RELYING ON THE WEBSITE OR ANY INFORMATION ON IT, EVEN IF ENRON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY LIMITATIONS OR RESTRICTIONS ON THE LIABILITY OF EITHER PARTY IN THIS AGREEMENT SHALL ONLY APPLY TO THE EXTENT PERMITTED BY PARTICIPANT AND THAT ICE TRADE VAULT IS NOT AN ADVISOR OR FIDUCIARY OF PARTICIPANTAPPLICABLE LAW. (b) Subject to Section 6(c) of this ICE Trade Vault Agreement, Participant Counterparty shall indemnify, protect protect, and hold harmless ICE Trade Vault, Enron and its directors, officers, affiliates, employees and agents from and against any and all losses, liabilities, judgments, suits, actions, proceedings, claims, damages, and costs (including attorneys’ fees) resulting from or arising out of Counterparty’s access to and utilization of the Website, including, without limitation (i) any access or entry into any other Enron system other than the Website, (ii) any act or omission by any person obtaining access to the ICE Trade Vault Platform Website through the Passwords (other than through as defined in the fault or negligence of ICE Trade VaultPassword Application), whether or not Participant Counterparty has authorized such access. c, and/or (iii) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. d) Notwithstanding the terms any actions taken or not taken by Counterparty as a result of Section 6(a), in the event that ICE Trade Vault is determined or based on its access to be liable to Participant for any cause, Participant expressly agrees that in entering into this ICE Trade Vault Agreement, ICE Trade Vault’s aggregate liability, for all causes of action, will not exceed the total fees and other amounts (excluding any applicable taxes or duties) paid to ICE Trade Vault by Participant in the previous six months from the date utilization of the occurrence of the liabilityWebsite.

Limitation of Liability; Indemnity. a) PARTICIPANT ACKNOWLEDGES, UNDERSTANDS AND ACCEPTS THAT ICE TRADE VAULT MAKES a. UNDER NO WARRANTY WHATSOEVER TO PARTICIPANT AS TO THE SYSTEM, CIRCUMSTANCES IS ORGANIZER OR THE ICE SDR SERVICEVENUE AT WHICH THE EVENT IS HELD, EXPRESS OR IMPLIEDINCLUDING ANY OF THEIR RESPECTIVE PARENTS, AND THAT THE SYSTEMAFFILIATES, AND ICE SDR SERVICE ARE PROVIDED ON AN “AS IS” BASIS AT PARTICIPANT’S SOLE RISK. ICE TRADE VAULT EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABIL- ITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER ICE NOR ITS MANAGERSSHAREHOLDERS, EMPLOYEES, AGENTS, OFFICERS, AFFILIATESDIRECTORS, SUBSIDIARIESSUCCESSORS AND ASSIGNS, SHAREHOLDERS(COLLECTIVELY, EMPLOYEES OR AGENTS MAKE ANY WARRANTY WITH RESPECT TO, AND NO SUCH PARTY SHALL HAVE ANY LIABILITY TO PARTICIPANT (iTHE “EVENT PROVIDERS”) FOR THE ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY, PERFORMANCE OR CONTINUED AVAILABILITY OF THE SYSTEM OR THE ICE SDR SERVICE OR (ii) FOR DELAYS, OMISSIONS OR INTERRUPTIONS THEREIN. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE ICE SDR SERVICE DOES NOT AND SHALL NOT SERVE AS THE PRIMARY BASIS FOR ANY DECISIONS MADE BY PARTICIPANT AND THAT ICE TRADE VAULT IS NOT AN ADVISOR OR FIDUCIARY OF PARTICIPANT. b) Subject to Section 6(c) of this ICE Trade Vault Agreement, Participant shall indemnify, protect and hold harmless ICE Trade Vault, its directors, officers, affiliates, employees and agents from and against any and all losses, liabilities, judgments, suits, actions, proceedings, claims, damages, and costs (including attorneys’ fees) resulting from or arising out of any act or omission by any person obtaining access to the ICE Trade Vault Platform through the Passwords (other than through the fault or negligence of ICE Trade Vault), whether or not Participant has authorized such access. c) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, LOST PROFITS OR OTHER INDIRECT, INCIDENTAL, PUNITIVE CONSEQUENTIAL, SPECIAL OR CONSEQUENTIAL DAMAGESEXEMPLARY DAMAGES FOR ANY OF THEIR ACTS OR OMISSIONS IN CONNECTION WITH THE EVENT, EVEN IF IT WHETHER ARISING IN NEGLI- GENCE, TORT, STATUTE, EQUITY, CONTRACT (INCLUDING FUNDAMENTAL BREACH), COMMON LAW OR ANY OTHER CAUSE OF ACTION, AND WHETHER OR NOT SUCH EVENT PROVIDER HAS BEEN ADVISED APPRISED OF THE POSSIBILITY OF SUCH DAMAGESDAMAGES OR LOST PROFITS. IN NO EVENT WILL ORGANIZER’S LIABILITY HEREUNDER, OR OTHERWISE IN CONNECTION WITH THE EVENT, EXCEED THE AMOUNT ACTUALLY PAID TO IT BY SPONSOR FOR THE SPONSORSHIP. ORGANIZER IS NOT LIABLE FOR ANY ERRORS IN ANY LISTING OR DESCRIPTIONS OR FOR OMITTING SPONSOR FROM THE EVENT SHOW GUIDE OR OTHER MATERIALS. db. NONE OF THE EVENT PROVIDERS ARE LIABLE TO SPONSOR FOR ANY DAMAGE, LOSS, HARM, OR INJURY TO THE PERSON, PROPERTY, OR BUSINESS OF SPONSOR, OR ANY OF ITS VISITORS, OFFICERS, AGENTS, EMPLOYEES, OR OTHER REPRESENTATIVES, RESULTING FROM THEFT, FIRE, EARTHQUAKE, WATER, UNAVAILABILITY OF THE VENUE OR INTERMEDIATE STAGING FACILITIES, INSUFFICIENT PARTICIPATION, ACCIDENT, BODILY INJURY, DAMAGE TO PROPERTY OR ANY OTHER REASON IN CONNECTION WITH THE EVENT OR ANY PLANNING MEETINGS, DEMONSTRATIONS OR STAGINGS. c. Xxxxxxx agrees to defend, indemnify and hold harmless the Event Providers and those persons at the Event from and against any claim, loss, liability, or damage suffered due to (i) Notwithstanding the negligence or misconduct of Sponsor, its agents, employees or representatives, or (ii) Sponsor’s breach of any obligations under this Agreement. d. Sponsor acknowledges and agrees that the terms and conditions of Section 6(a), in this Agreement are subject and subordinate to the event that ICE Trade Vault terms and conditions of Organizer’s agreement with the venue at which the Event is determined to be liable to Participant for any cause, Participant expressly agrees that in entering into this ICE Trade Vault Agreement, ICE Trade Vault’s aggregate liability, for all causes of action, will not exceed the total fees and other amounts (excluding any applicable taxes or duties) paid to ICE Trade Vault by Participant in the previous six months from the date of the occurrence of the liabilityheld.

Limitation of Liability; Indemnity. (a) PARTICIPANT ACKNOWLEDGESALTHOUGH THE INFORMATION AT THE LIQUIDITY PORTAL IS UPDATED FREQUENTLY, UNDERSTANDS BANK HEREBY DISCLAIMS ANY OBLIGATION TO KEEP THE INFORMATION AVAILABLE ON OR THROUGH THE LIQUIDITY PORTAL UP-TO-DATE OR FREE OF ERRORS OR VIRUSES OR TO MAINTAIN UNINTERRUPTED SERVICE OR ACCESS. BANK DOES NOT UNDERTAKE TO CORRECT OR NOTIFY YOU OF ANY ERROR IN THE INFORMATION DISPLAYED ON OR THROUGH THE LIQUIDITY PORTAL OF WHICH IT MAY BECOME AWARE AT ANY TIME OR TO NOTIFY YOU OF ANY CHANGES IN ANY INFORMATION OR METHODOLOGIES INCORPORATED IN SUCH INFORMATION. ALTHOUGH BANK MAY SPECIFY THE HOURS OF OPERATION OF THE SYSTEM, BANK MAY STOP PRODUCING OR UPDATING ALL OR ANY PART OF THE SYSTEM WITHOUT NOTICE. ALL CONTENT ON THE LIQUIDITY PORTAL IS PRESENTED ONLY AS OF THE DATE PUBLISHED OR INDICATED, AND ACCEPTS MAY BE SUPERSEDED BY SUBSEQUENT MARKET EVENTS OR FOR OTHER REASONS WITHOUT NOTICE. IN ADDITION, YOU ARE RESPONSIBLE CONFIGURING THE CACHE SETTINGS ON YOUR BROWSER TO ENSURE YOU ARE RECEIVING THE MOST RECENT DATA. (b) YOU ACKNOWLEDGE THAT ICE TRADE VAULT ELECTRONIC ACCESS TO SYSTEMS THROUGH THE INTERNET OR OTHER NETWORKS, WHETHER PUBLIC OR PRIVATE, MAY NOT BE SECURE. XXXX MAKES NO WARRANTY WHATSOEVER TO PARTICIPANT AS TO THE SYSTEM, OR THE ICE SDR SERVICEYOU, EXPRESS OR IMPLIED, AND THAT REGARDING THE SYSTEMSECURITY OF THE LIQUIDITY PORTAL, INCLUDING WITH RESPECT TO THE ABILITY OF UNAUTHORIZED PERSONS TO INTERCEPT OR ACCESS INFORMATION TRANSMITTED BY YOU THROUGH THIS SERVICE, AND ICE SDR SERVICE BANK DISCLAIMS ALL LIABILITY FOR ANY SECURITY BREACH THAT DOES NOT RESULT FROM BANK’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. WHERE THE LIQUIDITY PORTAL CONTAINS LINKS TO OTHER WEBSITES, THESE LINKS ARE PROVIDED ON AN “MADE AVAILABLE ONLY AS IS” BASIS A CONVENIENCE AND WITHOUT WARRANTY BY OR LIABILITY TO BANK, AND YOU USE THEM AT PARTICIPANT’S SOLE YOUR RISK. ICE TRADE VAULT EXPRESSLY DISCLAIMS BANK NEITHER ENDORSES NOR GUARANTEES ANY IMPLIED WARRANTIES OF MERCHANTABIL- ITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER ICE NOR ITS MANAGERS, OFFICERS, AFFILIATES, SUBSIDIARIES, SHAREHOLDERS, EMPLOYEES OR AGENTS MAKE ANY WARRANTY WITH RESPECT TO, AND NO SUCH PARTY SHALL HAVE ANY LIABILITY TO PARTICIPANT (i) FOR THE ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY, PERFORMANCE OR CONTINUED AVAILABILITY OF THE SYSTEM LINKED SITE OR THE ICE SDR SERVICE OR SITE CONTENTS. You are permitted to store, display, analyze, modify, reformat, and print the information made available to you via this Service only for your own use. You agree not to publish, transmit, or otherwise reproduce this information, in whole or in part, in any format to any third party without the express written consent of Bank. You further agree not to alter, obscure, or remove any copyright, trademark or any other notices that are provided to you in connection with the information. Bank reserves the right, at any time and from time to time, in the interests of its own editorial discretion and business judgment, to add, modify, or remove any of the information and to terminate or restrict your access to the information. You agree to read and abide by any additional terms and conditions that may be posted on the Service from time to time concerning information obtained from specific third party providers. You further agree that such third party providers shall have no liability to you for monetary damages on account of the information provided to you via the Service. You will indemnify such third party providers against all liabilities, damages, demands, claims, actions, costs, and expenses (iiincluding attorneys’ fees) FOR DELAYS, OMISSIONS OR INTERRUPTIONS THEREIN. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE ICE SDR SERVICE DOES NOT AND SHALL NOT SERVE AS THE PRIMARY BASIS FOR ANY DECISIONS MADE BY PARTICIPANT AND THAT ICE TRADE VAULT IS NOT AN ADVISOR OR FIDUCIARY OF PARTICIPANTin connection with or arising out of your breach of these terms. b(c) Subject In addition to the limitations on our liability in the Master Agreement and in Section 6(c3(i) of this ICE Trade Vault Agreement, Participant except as otherwise expressly required by Applicable Law, Bank’s sole and exclusive liability to you for any delay in executing, improper execution, or failure to execute a Transaction hereunder shall indemnifybe to correct the error and/or reprocess a Transaction, protect to the extent reasonably practicable, at no additional charge to you. THIS IS YOUR SOLE REMEDY (AND BANK’S SOLE LIABILITY) IN CONNECTION WITH ANY SUCH ERROR. Bank will not be liable to you for lost interest or dividends in such circumstances. In addition to the other indemnities set forth in the Master Agreement and this Service Description, you agree to indemnify and hold Bank harmless ICE Trade Vault, its directors, officers, affiliates, employees and agents from and against any and all losses, liabilities, judgments, suits, actions, proceedings, claims, damages, and costs Claims (including attorneys’ feesany fines, penalties, or regulatory assessments) resulting from relating to or arising out in connection with (i) the Liquidity Portal’s processing of (or rejection or refusal of) any Transaction, whether or not authorized, (ii) the acts or omissions of you or any Vendor (including its agents, employees and representatives) or any other third party, including but not limited to a breach of any representation, warranty, or covenant hereunder, or (iii) any other matters related to this Service Description, provided that you shall not be obligated to indemnify Bank to the extent such Claims have been determined to have resulted from Bank’s gross negligence or willful misconduct. Bank shall not be liable or responsible for any act or omission by you or any person obtaining Vendor (including its agents, employees and representatives) or any other third party (including, without limitation, any Fund), or for the inaccuracy or omission in a notice or communication received from you, your Vendor, or any other third party. In no event will Bank be liable for any consequential, special, punitive or indirect loss or damage (including but not limited to lost profits, trading losses, or damages that result from use or loss of use of the Liquidity Portal and third- party content, inconvenience, or delay) which you may incur or suffer in connection with this Service Description or the Service, even if it has been advised of the possibility thereof. (d) Bank makes no warranty, express or implied, concerning the Service. You expressly acknowledge and agree that the Service provided by us and our third party providers are on an "AS IS" basis at your sole risk. Bank expressly disclaims any implied warranty of merchantability or fitness for a particular purpose, including any warranty for the use or the results of the use of the services with respect to their correctness, quality, accuracy, completeness, reliability, performance, timeliness, or continued availability. Neither Bank nor any of its third party providers shall have any responsibility to maintain the data and services made available on Liquidity Portal or to supply any corrections, updates, or releases in connection therewith. Availability of data and services are subject to change without notice. Research and rating information, if any, provided on Liquidity Portal (or by means of links from the Liquidity Portal) is provided for your convenience, but Bank does not guarantee such information is current or accurate. You agree that you will rely on independent sources (e.g., the rating agencies that issue such ratings) to confirm that the rating information is both current and accurate prior to relying on such information. (e) Bank shall have no liability, contingent or otherwise, to you or to third parties, or any responsibility whatsoever, for the failure of any connection or communication service to provide or maintain your access to the ICE Trade Vault Platform Service, or for any interruption or disruption of such access or any erroneous communication between Bank and you, regardless of whether the connection or communication service is provided by Bank or a third party service provider. Bank shall have no liability, contingent or otherwise, to you or to third parties, for the correctness, quality, accuracy, timeliness, reliability, performance, continued availability, completeness or delays, omissions, or interruptions in the delivery of the data and services available on the Liquidity Portal or for any other aspect of the performance of the Service or for any failure or delay in the execution of any transactions through the Passwords (other than through Service. Bank will have no responsibility to inform you of any difficulties experienced by Bank or third parties with respect to the fault use of the Services or negligence of ICE Trade Vault), whether or not Participant has authorized such accessto take any action in connection therewith. c(f) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGESThe provisions of this Section shall survive termination of this Service Description or the Master Agreement. d) Notwithstanding the terms of Section 6(a), in the event that ICE Trade Vault is determined to be liable to Participant for any cause, Participant expressly agrees that in entering into this ICE Trade Vault Agreement, ICE Trade Vault’s aggregate liability, for all causes of action, will not exceed the total fees and other amounts (excluding any applicable taxes or duties) paid to ICE Trade Vault by Participant in the previous six months from the date of the occurrence of the liability.

Limitation of Liability; Indemnity. a(A) PARTICIPANT ACKNOWLEDGESTHE LIABILITY, UNDERSTANDS IF ANY, OF BANK AND ACCEPTS THAT ICE TRADE VAULT MAKES PAYA UNDER THIS AGREEMENT WHETHER TO MERCHANT OR TO ANY OTHER PARTY, WHATEVER THE BASIS OF THE LIABILITY, SHALL NOT EXCEED IN THE AGGREGATE THE DIFFERENCE BETWEEN (I) THE AMOUNT OF FEES PAID BY MERCHANT TO PAYA AND BANK DURING THE MONTH IN WHICH THE TRANSACTION OUT OF WHICH THE LIABILITY AROSE OCCURRED, AND (II) ASSESSMENTS, CHARGEBACKS, AND ANY OFFSETS AUTHORIZED UNDER THIS AGREEMENT AGAINST SUCH FEES WHICH AROSE DURING SUCH MONTH. IN THE EVENT MORE THAN ONE MONTH IS INVOLVED, THE AGGREGATE AMOUNT OF PAYA AND BANK’S LIABILITY SHALL NOT EXCEED THE LOWEST AMOUNT DETERMINED IN ACCORD WITH THE FOREGOING CALCULATION FOR ANY ONE MONTH INVOLVED. IN NO WARRANTY WHATSOEVER EVENT WILL BANK, PAYA, NOR ITS OR THEIR OFFICERS, AGENTS, DIRECTORS, OR EMPLOYEES BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES; (B) MERCHANT HEREBY AGREES TO PARTICIPANT AS INDEMNIFY AND HOLD BANK, Paya AND ITS AND/OR THEIR OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS (THE “INDEMNIFIED PARTIES”) HARMLESS FROM ANY CLAIM RELATING TO:, (I) ANY DISPUTE BETWEEN MERCHANT AND A CARDHOLDER WITH RESPECT TO THE SYSTEMALLEGED OR ACTUAL FAILURE BY MERCHANT TO PROCESS A TRANSACTION AS REQUESTED BY SUCH CARDHOLDER OR TO PROVIDE PHYSICAL SECURITY AT OR NEAR ANY TERMINALS OR OTHER PREMISES OF MERCHANT, OR THE ICE SDR SERVICETRANSMISSION OR DISCLOSURE OF ANY INFORMATION BY OR THROUGH PAYA, (II) THE TRANSMISSION OF ANY INCORRECT OR INCOMPLETE INFORMATION TO A CUSTOMER OF ANY NETWORK MEMBER THROUGH THE NETWORK REGARDING AN ACCOUNT MAINTAINED BY SUCH CUSTOMER, OR THE DISCLOSURE THROUGH SUCH NETWORK TO ANY PARTY OF INFORMATION RELATING TO ANY SUCH ACCOUNT; AND (III) MERCHANT’S FAILURE TO COMPLY WITH ANY OF THE PROVISIONS OF THIS AGREEMENT AND APPLICABLE LAWS, RULES AND/OR REGULATIONS, INCLUDING WITHOUT LIMITATION DISPUTES RESULTING FROM MERCHANT'S FAILURE TO PROVIDE A SALES TRANSMITTAL. MERCHANT FURTHER AGREES TO INDEMNIFY AND HOLD THE INDEMNIFIED PARTIES HARMLESS FROM ALL CLAIMS, LIABILITY AND EXPENSES ARISING OR RESULTING FROM ANY DISPUTE OR CLAIM MADE AGAINST BANK AND/OR Paya BY ANY THIRD PARTY ARISING OUT OF MERCHANT’S BREACH OF THIS AGREEMENT OR THE RULES. FURTHER, MERCHANT SHALL REIMBURSE BANK OR PAYA, AS THE CASE MAY BE, FOR ALL EXPENSES AND COSTS, INCLUDING ATTORNEY’S FEES, WITH REGARD TO THE FORGOING; (C) NEITHER BANK NOR Paya MAKE ANY OTHER WARRANTY, EXPRESS OR IMPLIED, AND THAT THE SYSTEMREGARDING ANY SERVICES IT PERFORMS IN ACCORDANCE WITH THIS AGREEMENT, AND ICE SDR SERVICE ARE PROVIDED ON AN “AS IS” BASIS AT PARTICIPANT’S SOLE RISKNOTHING CONTAINED IN THE AGREEMENT WILL CONSTITUTE SUCH A WARRANTY. ICE TRADE VAULT EXPRESSLY DISCLAIMS ANY PAYA AND BANK DISCLAIM ALL IMPLIED WARRANTIES WARRANTIES, INCLUDING THOSE OF MERCHANTABIL- ITY OR MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NEITHER ICE NOR ITS MANAGERS, OFFICERS, AFFILIATES, SUBSIDIARIES, SHAREHOLDERS, EMPLOYEES OR AGENTS MAKE ANY WARRANTY WITH RESPECT TO, AND NO SUCH PARTY THIS SECTION SHALL HAVE ANY LIABILITY TO PARTICIPANT (i) FOR THE ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY, PERFORMANCE OR CONTINUED AVAILABILITY SURVIVE TERMINATION OF THE SYSTEM OR THE ICE SDR SERVICE OR (ii) FOR DELAYS, OMISSIONS OR INTERRUPTIONS THEREIN. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE ICE SDR SERVICE DOES NOT AND SHALL NOT SERVE AS THE PRIMARY BASIS FOR ANY DECISIONS MADE BY PARTICIPANT AND THAT ICE TRADE VAULT IS NOT AN ADVISOR OR FIDUCIARY OF PARTICIPANTTHIS AGREEMENT. b) Subject to Section 6(c) of this ICE Trade Vault Agreement, Participant shall indemnify, protect and hold harmless ICE Trade Vault, its directors, officers, affiliates, employees and agents from and against any and all losses, liabilities, judgments, suits, actions, proceedings, claims, damages, and costs (including attorneys’ fees) resulting from or arising out of any act or omission by any person obtaining access to the ICE Trade Vault Platform through the Passwords (other than through the fault or negligence of ICE Trade Vault), whether or not Participant has authorized such access. c) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. d) Notwithstanding the terms of Section 6(a), in the event that ICE Trade Vault is determined to be liable to Participant for any cause, Participant expressly agrees that in entering into this ICE Trade Vault Agreement, ICE Trade Vault’s aggregate liability, for all causes of action, will not exceed the total fees and other amounts (excluding any applicable taxes or duties) paid to ICE Trade Vault by Participant in the previous six months from the date of the occurrence of the liability.

Limitation of Liability; Indemnity. a) PARTICIPANT ACKNOWLEDGES, UNDERSTANDS AND ACCEPTS THAT ICE TRADE VAULT MAKES NO WARRANTY WHATSOEVER TO PARTICIPANT AS TO THE SYSTEM, OR THE ICE SDR SERVICE, EXPRESS OR IMPLIED, AND THAT THE SYSTEM, AND ICE SDR SERVICE ARE PROVIDED ON AN “AS IS” BASIS AT PARTICIPANT’S SOLE RISK. ICE TRADE VAULT EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABIL- ITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER ICE NOR ITS MANAGERS, OFFICERS, AFFILIATES, SUBSIDIARIES, SHAREHOLDERS, EMPLOYEES OR AGENTS MAKE ANY WARRANTY 9.1 WITH RESPECT TOTO EACH CLAIM OR CAUSE OF ACTION (IF ANY) AS BETWEEN BUYER AND SELLER ARISING UNDER THIS AGREEMENT, AND NO SUCH PARTY SHALL HAVE ANY LIABILITY TO PARTICIPANT (i) FOR THE ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY, PERFORMANCE OR CONTINUED AVAILABILITY OF THE SYSTEM OR THE ICE SDR SERVICE OR (ii) FOR DELAYS, OMISSIONS OR INTERRUPTIONS THEREIN. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE ICE SDR SERVICE DOES NOT AND SHALL NOT SERVE AS THE PRIMARY BASIS FOR ANY DECISIONS MADE BY PARTICIPANT AND THAT ICE TRADE VAULT IS NOT AN ADVISOR OR FIDUCIARY OF PARTICIPANT. b) Subject to Section 6(c) of this ICE Trade Vault Agreement, Participant shall indemnify, protect and hold harmless ICE Trade Vault, its directors, officers, affiliates, employees and agents from and against any and all losses, liabilities, judgments, suits, actions, proceedings, claims, damages, and costs (including attorneys’ fees) resulting from or arising out of any act or omission by any person obtaining access to the ICE Trade Vault Platform through the Passwords (other than through the fault or negligence of ICE Trade Vault), whether or not Participant has authorized such access. c) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR TO THE OTHER PARTY FOR: (A) LOST PROFITS, LOST SAVINGS, LOSS OF USE OF DATA OR LOSS OF DATA OR (B) ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OR CONSEQUENTIAL FOR SIMILAR DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. d9.2 EACH PARTY AGREES THAT EXCEPT FOR (A) Notwithstanding DAMAGES OR LOSSES TO A PARTY ARISING OUT OF THE OTHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (B) A PARTY’S BREACH OF ITS OBLIGATIONS UNDER ARTICLE VIII HEREOF, OR (C) DAMAGES CAUSED BY BUYER EMPLOYEES OR AGENTS AS A RESULT OF THEIR HAVING ACCESS TO SYSTEMS PROVIDED BY SELLER PURSUANT TO THIS AGREEMENT, EACH PARTY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT TO THE OTHER PARTY FOR ANY AND ALL CAUSE(S) OF ACTION ARISING FROM OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AGGREGATE AMOUNT OF FEES PAID OR PAYABLE BY BUYER TO SELLER FOR ALL SERVICES PURSUANT TO ARTICLE IV OF THIS AGREEMENT (AND ASSUMING THAT EACH SERVICE IS PROVIDED BY SELLER FOR THE FULL DURATION OF THE TERM SPECIFIED FOR SUCH SERVICE); PROVIDED, HOWEVER, THAT TO THE EXTENT THAT SELLER DOES NOT USE REASONABLE EFFORTS TO PROVIDE HOSTING SERVICES IN ACCORDANCE WITH THE REQUIREMENTS OF THIS AGREEMENT, SELLER’S MAXIMUM LIABILITY FOR DAMAGES OR LOSSES WHICH BUYER INCURS ON ACCOUNT OF SUCH FAILURE (WHEN COMBINED WITH DAMAGES OR LOSSES WHICH BUYER INCURS ON ACCOUNT OF OTHER BREACHES BY SELLER OF ITS OTHER OBLIGATIONS UNDER THIS AGREEMENT) SHALL NOT EXCEED TWICE THE AGGREGATE AMOUNT OF FEES PAID OR PAYABLE BY BUYER TO SELLER FOR ALL SERVICES PURSUANT TO ARTICLE IV OF THIS AGREEMENT (AND ASSUMING THAT EACH SERVICE IS PROVIDED BY SELLER FOR THE FULL DURATION OF THE TERM SPECIFIED FOR SUCH SERVICE). 9.3 At its own cost and expense, and subject to the terms limitations set forth in Section 9.2 above, each party (the “Indemnifying Party”) agrees to indemnify, defend and hold harmless the other party, and its Affiliates, and each of Section 6(aits and their respective directors, officers, employees, members, partners and agents (collectively, the “Indemnified Parties”) from and against from, against and in respect of, and pay or reimburse the Indemnified Parties for, any and all costs, losses, claims, liabilities and damages (including, without limitation, reasonable attorneys’ fees, interest and any penalties) (collectively, “Losses”), whether or not resulting from any third party claims, incurred or suffered by the Indemnified Parties to the extent that such claims, demands or causes of action arise out of any breach by an Indemnifying Party of any representation, warranty or covenant in this Agreement. The indemnification procedures set forth in Section 12.2 of the Purchase Agreement shall apply to any such indemnification claims and obligations, mutatis mutandis. 9.4 In order to obtain the benefits of the indemnifications provided herein, each Indemnified Party must take all reasonable steps to mitigate its Losses upon and after becoming aware of any event that ICE Trade Vault is determined could reasonably be expected to be liable give rise to Participant any claim for indemnification under this Section 9. The reasonable, out-of-pocket costs and expenses of any cause, Participant expressly such mitigation shall constitute additional Losses subject to indemnification. 9.5 Each party hereto hereby acknowledges and agrees that such party’s sole and exclusive remedy with respect to any and all Losses relating to the subject matter of this Agreement shall be pursuant to the indemnification provisions set forth in entering into this ICE Trade Vault Agreement, ICE Trade Vault’s aggregate liability, for all causes of action, will not exceed the total fees and other amounts (excluding any applicable taxes or duties) paid to ICE Trade Vault by Participant in the previous six months from the date of the occurrence of the liabilitySection 9.

Limitation of Liability; Indemnity. a) PARTICIPANT ACKNOWLEDGES, UNDERSTANDS AND ACCEPTS THAT ICE TRADE VAULT MAKES NO WARRANTY WHATSOEVER TO PARTICIPANT AS TO THE SYSTEM, OR THE ICE SDR SERVICETRADE VAULT SERVICES, EXPRESS OR IMPLIED, AND THAT THE SYSTEM, AND ICE SDR SERVICE TRADE VAULT SERVICES ARE PROVIDED ON AN “AS IS” BASIS AT PARTICIPANT’S SOLE RISK. ICE TRADE VAULT EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABIL- ITY MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER ICE NOR ITS MANAGERS, OFFICERS, AFFILIATES, SUBSIDIARIES, SHAREHOLDERS, EMPLOYEES OR AGENTS MAKE ANY WARRANTY WITH RESPECT TO, AND NO SUCH PARTY SHALL HAVE ANY LIABILITY TO PARTICIPANT (i) FOR THE ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY, PERFORMANCE OR CONTINUED AVAILABILITY OF THE SYSTEM OR THE ICE SDR SERVICE TRADE VAULT SERVICES OR (ii) FOR DELAYS, OMISSIONS OR INTERRUPTIONS THEREIN. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE ICE SDR SERVICE DOES TRADE VAULT SERVICES DO NOT AND SHALL NOT SERVE AS THE PRIMARY BASIS FOR ANY DECISIONS MADE BY PARTICIPANT AND THAT ICE TRADE VAULT IS NOT AN ADVISOR OR FIDUCIARY OF PARTICIPANT. b) Subject to Section 6(c) of this ICE Trade Vault Agreement, Participant shall indemnify, protect and hold harmless ICE Trade Vault, its directors, officers, affiliates, employees and agents from and against any and all losses, liabilities, judgments, suits, actions, proceedings, claims, damages, and costs (including attorneys’ attorney's fees) resulting from or arising out of (i) any act or omission by any person obtaining access to the ICE Trade Vault Platform through the Passwords (other than through the fault or negligence of ICE Trade Vault), whether or not Participant has authorized such access, and (ii) any act or omission of any Broker acting under authorization of Participant in connection with the use of the Broker Confirmation Service. c) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. d) Notwithstanding the terms of Section 6(a), in the event that ICE Trade Vault is determined to be liable to Participant for any cause, Participant expressly agrees that in entering into this ICE Trade Vault Agreement, ICE Trade Vault’s aggregate liability, for all causes of action, will not exceed the total fees and other amounts (excluding any applicable taxes or duties) paid to ICE Trade Vault by Participant in the previous six months from the date of the occurrence of the liability.

Limitation of Liability; Indemnity. a) PARTICIPANT ACKNOWLEDGES, UNDERSTANDS AND ACCEPTS THAT ICE TRADE VAULT MAKES NO WARRANTY WHATSOEVER TO PARTICIPANT AS TO THE SYSTEM, OR THE ICE SDR SERVICE, EXPRESS OR IMPLIED, AND THAT THE SYSTEM, AND ICE SDR SERVICE ARE PROVIDED ON AN “AS IS” BASIS AT PARTICIPANT’S SOLE RISK. ICE TRADE VAULT EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABIL- ITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER ICE NOR ITS MANAGERS, OFFICERS, AFFILIATES, SUBSIDIARIES, SHAREHOLDERS, EMPLOYEES OR AGENTS MAKE ANY WARRANTY WITH RESPECT TO, AND NO SUCH PARTY SHALL HAVE ANY LIABILITY TO PARTICIPANT (i) FOR THE ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY, PERFORMANCE OR CONTINUED AVAILABILITY OF THE SYSTEM OR THE ICE SDR SERVICE OR (ii) FOR DELAYS, OMISSIONS OR INTERRUPTIONS THEREIN. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE ICE SDR SERVICE DOES NOT AND SHALL NOT SERVE AS THE PRIMARY BASIS FOR ANY DECISIONS MADE BY PARTICIPANT AND THAT ICE TRADE VAULT IS NOT AN ADVISOR OR FIDUCIARY OF PARTICIPANT. b) Subject to Section 6(c) of this ICE Trade Vault Agreement, Participant shall indemnify, protect and hold harmless ICE Trade Vault, its directors, officers, affiliates, employees and agents from and against any and all losses, liabilities, judgments, suits, actions, proceedings, claims, damages, and costs (including attorneys’ fees) resulting from or arising out of any act or omission by any person obtaining access to the ICE Trade Vault Platform through the Passwords (other than through the fault or negligence of ICE Trade Vault), whether or not Participant has authorized such access. c) IN NO EVENT WILL EITHER PARTY FDB OR PUSH HE ALT H BE LIABLE TO PRESCRIPTION SENDER END USER FOR ANY LOST REVENUES, PROFITS, DATA OR OTHER INFORMATION, OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, ARISING OUT OF THE USE OF OR CONSEQUENTIAL DAMAGESINABILITY TO USE THE PRESCRIPTION ROUTING SERVICE OR ARISING OUT OF OR IN ANY OTHER WAY CONNECTED WITH THE LICENSE GRANTED TO PRESCRIPTION SENDER END USER HEREIN, EVEN IF IT FDB AND PUSH HEALTH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FDB AND PUSH HEALTH'S TOTAL LIABILITIES, WHETHER ARISING UNDER CONTRACT OR OTHERWISE, ARE LIMITED TO THE FEES RECEIVED BY FDB OR PUSH HEALTH HEREUNDER SPECIFICALLY RELATING TO THE PRESCRIPTION ROUTING SERVICE. PRESCRIPTION SENDER END USER HEREBY COVENANTS AND AGREES TO INDEMNIFY, DEFEND AND HOLD FDB AND PUSH HEALTH HARMLESS FROM AND AGAINST ANY LIABILITY, LOSS, INJURY OR EXPENSE (INCLUDING REASONABLE ATTORNEYS' FEES AND COURT COSTS) IMPOSED UPON, INCURRED OR SUFFERED BY FDB AND/OR PUSH HEALTH RELATING TO OR ARISING OUT OF ANY ALLEGATION OR CLAIM BY ANY THIRD PARTY THAT THE USE OF THE PRESCRIPTION ROUTING SERVICE, OR ANY INFORMATION CONTAINED THEREIN, CAUSED OR CONTRIBUTED TO THE PERSONAL INJURY OR DEATH OF AN INDIVIDUAL. d) Notwithstanding the terms of Section 6(a), in the event that ICE Trade Vault is determined to be liable to Participant for any cause, Participant expressly agrees that in entering into this ICE Trade Vault Agreement, ICE Trade Vault’s aggregate liability, for all causes of action, will not exceed the total fees and other amounts (excluding any applicable taxes or duties) paid to ICE Trade Vault by Participant in the previous six months from the date of the occurrence of the liability.

Limitation of Liability; Indemnity. (a) PARTICIPANT ACKNOWLEDGESEXCEPT FOR CLAIMS BASED ON TXXXX’X GXXXX NEGLIGENCE OR WILLFULL MISCONDUCT, UNDERSTANDS TXXXX'X LIABILITY IN ANY AND ACCEPTS THAT ICE TRADE VAULT MAKES NO WARRANTY WHATSOEVER ALL CATEGORIES AND FOR ANY AND ALL CAUSES ARISING UNDER THIS AGREEMENT, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, WILL, IN THE AGGREGATE, NOT EXCEED THE ACTUAL FEES PAID BY THE COMPANY TO PARTICIPANT AS TXXXX OVER THE PREVIOUS TWO MONTHS OF THIS AGREEMENT WITH RESPECT TO THE SYSTEM, OR TXXXX PROFESSIONAL FROM WHOM THE ICE SDR SERVICE, EXPRESS OR IMPLIED, AND THAT THE SYSTEM, AND ICE SDR SERVICE ARE PROVIDED ON AN “AS IS” BASIS AT PARTICIPANT’S SOLE RISKLIABILITY ARISES. ICE TRADE VAULT EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABIL- ITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER ICE NOR ITS MANAGERS, OFFICERS, AFFILIATES, SUBSIDIARIES, SHAREHOLDERS, EMPLOYEES OR AGENTS MAKE ANY WARRANTY WITH RESPECT TO, AND NO SUCH PARTY SHALL HAVE ANY LIABILITY TO PARTICIPANT (i) FOR THE ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY, PERFORMANCE OR CONTINUED AVAILABILITY OF THE SYSTEM OR THE ICE SDR SERVICE OR (ii) FOR DELAYS, OMISSIONS OR INTERRUPTIONS THEREIN. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE ICE SDR SERVICE DOES NOT AND SHALL NOT SERVE AS THE PRIMARY BASIS FOR ANY DECISIONS MADE BY PARTICIPANT AND THAT ICE TRADE VAULT IS NOT AN ADVISOR OR FIDUCIARY OF PARTICIPANT. b) Subject to Section 6(c) of this ICE Trade Vault Agreement, Participant shall indemnify, protect and hold harmless ICE Trade Vault, its directors, officers, affiliates, employees and agents from and against any and all losses, liabilities, judgments, suits, actions, proceedings, claims, damages, and costs (including attorneys’ fees) resulting from or arising out of any act or omission by any person obtaining access to the ICE Trade Vault Platform through the Passwords (other than through the fault or negligence of ICE Trade Vault), whether or not Participant has authorized such access. c) IN NO EVENT WILL EITHER PARTY WXXX XXXXX BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE CONSEQUENTIAL,PUNITIVE, INDIRECT OR CONSEQUENTIAL SPECIAL DAMAGES, EVEN IF IT HAS BEEN ADVISED INCLUDING, WITHOUT LIMITATION, INTERRUPTION OR LOSS OF BUSINESS, PROFIT OR GOODWILL. AS A CONDITION FOR RECOVERY OF ANY LIABILITY, THE COMPANY MUST ASSERT ANY CLAIM AGAINST TXXXX WITHIN SIX MONTHS AFTER DISCOVERY OR 90 DAYS AFTER THE TERMINATION OR EXPIRATION OF THE POSSIBILITY OF SUCH DAMAGESAPPLICABLE SCHEDULE UNDER WHICH THE LIABILITY ARISES,WHICHEVER IS EARLIER. d(b) Notwithstanding the terms of Section 6(aTHE COMPANY AGREES TO INDEMNIFY TXXXX AND THE TXXXX PROFESSIONAL TO THE FULL EXTENT PERMITTED BY LAW FOR ANY LOSSES, COSTS, DAMAGES, AND EXPENSES (INCLUDINGREASONABLE ATTORNEYS' FEES), in the event that ICE Trade Vault is determined to be liable to Participant for any causeAS THEY ARE INCURRED, Participant expressly agrees that in entering into this ICE Trade Vault AgreementIN CONNECTION WITH ANY CAUSE OF ACTION,SUIT, ICE Trade Vault’s aggregate liability, for all causes of action, will not exceed the total fees and other amounts (excluding any applicable taxes or duties) paid to ICE Trade Vault by Participant in the previous six months from the date of the occurrence of the liabilityOR OTHER PROCEEDING ARISING IN CONNECTION WITH THE TXXXX PROFESSIONAL'S SERVICES TO THE COMPANY UNLESS DUE TO THE NEGLIGENCE OR WILLFUL MISCONDUCT OF TXXXX’X PERFORMANCE OF SERVICES AS A STAFFING PROVIDER OR TXXXX PROFESSIONAL.

Limitation of Liability; Indemnity. (a) PARTICIPANT ACKNOWLEDGES, UNDERSTANDS THE ASSIGNED RIGHTS AND ACCEPTS THAT ICE TRADE VAULT MAKES NO WARRANTY WHATSOEVER TO PARTICIPANT AS THE LICENSED MARKS ARE PROVIDED TO THE SYSTEM, OR GAMING CO. PARTIES "AS IS." THE ICE SDR SERVICE, HILTON PARTIES DISCLAIM ANY EXPRESS OR IMPLIEDIMPLIED WARRANTY, AND THAT THE SYSTEMINCLUDING NON-INFRINGEMENT, AND ICE SDR SERVICE ARE PROVIDED ON AN “AS IS” BASIS AT PARTICIPANT’S SOLE RISK. ICE TRADE VAULT EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABIL- ITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER ICE NOR ITS MANAGERS, OFFICERS, AFFILIATES, SUBSIDIARIES, SHAREHOLDERS, EMPLOYEES OR AGENTS MAKE ANY WARRANTY WITH RESPECT TO, TO THE ASSIGNED RIGHTS AND THE LICENSED MARKS. IN NO SUCH EVENT SHALL THE HILTON PARTIES BE LIABLE FOR ANY MATTER WHATSOEVER RELATING TO THE USE BY ANY GAMING CO. PARTY SHALL HAVE ANY LIABILITY TO PARTICIPANT (i) FOR THE ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY, PERFORMANCE OR CONTINUED AVAILABILITY OF THE SYSTEM OR THE ICE SDR SERVICE OR (ii) FOR DELAYSLICENSED MARKS, OMISSIONS OR INTERRUPTIONS THEREIN. PARTICIPANT ACKNOWLEDGES EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN SECTION 8 AND AGREES THAT THE ICE SDR SERVICE DOES NOT AND SHALL NOT SERVE AS THE PRIMARY BASIS FOR ANY DECISIONS MADE BY PARTICIPANT AND THAT ICE TRADE VAULT IS NOT AN ADVISOR OR FIDUCIARY SECTION 9 OF PARTICIPANTTHIS AGREEMENT. (b) Subject to Section 6(c) of this ICE Trade Vault Agreement, Participant Gaming Co. shall indemnify, protect defend and hold harmless ICE Trade Vaultthe Hilton Parties, its their past and present affiliates, subsidiaries, other related companies, licensees and properties, and each of the foregoing entities' respective past and present employees, representatives, directors, officers, affiliates, employees partners and agents (each, a "HILTON PARTY INDEMNITEE"), from and against any and all lossescosts, liabilitiesliabilities and expenses, judgmentsincluding, suitswithout limitation, actionsinterest, proceedingspenalties, claims, damagesattorney and third party fees, and costs all amounts paid in the investigation, defense and/or settlement of any claim, action or proceeding (including attorneys’ feescollectively, "EXPENSES"), that relate to (i) the provision or promotion of goods or services by any Gaming Co. Party under a Licensed Xxxx, notwithstanding any approval which may have been given by any Hilton Party Indemnitee with respect to the provision or promotion of such goods or services and/or (ii) any liabilities or obligations arising under any license agreement assigned to the Gaming Co. Parties pursuant to Section 2 of this Agreement; PROVIDED, HOWEVER, that the Gaming Co. Parties shall have no obligation to indemnify, defend and hold harmless any Hilton Party Indemnitee under clause (i) above from any Expenses resulting from or arising out any claim of any act or omission by any person obtaining access third party that a Licensed Xxxx is invalid, unless such claim of invalidity arises from a Gaming Co. Party's failure to the ICE Trade Vault Platform through the Passwords (other than through the fault or negligence of ICE Trade Vault), whether or not Participant has authorized such access. c) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. d) Notwithstanding comply with the terms of Section 6(athis Agreement. (c) Hilton or CRC, as applicable, shall indemnify, defend and hold harmless the Gaming Co. Parties and their respective past and present employees, representatives, directors, officers and agents (each, a "GAMING CO. PARTY INDEMNITEE"), from and against any and all Expenses resulting from any claim asserted against any Gaming Co. Party Indemnitee by any third party alleging that a Gaming Co. Party's use of a Licensed Xxxx infringes upon the proprietary rights of such third party, PROVIDED that such claim arises from such Gaming Co. Party's use of such Licensed Xxxx in accordance with the terms of this Agreement. (d) If any claim or action is asserted against any party that would entitle such party to indemnification pursuant to Section 8(b) or (c) (a "PROCEEDING"), any party who seeks indemnification (the "INDEMNIFIED PARTY") shall give written notice thereof to the party or parties from whom indemnification is sought (the "INDEMNITOR") promptly, but in no event later than thirty (30) days after such Indemnified Party learns of the existence of such Proceeding; PROVIDED, HOWEVER, that the Indemnified Party's failure to give the Indemnitor prompt notice shall not bar the Indemnified Party's right to indemnification unless such failure has materially prejudiced the Indemnitor's ability to defend such Proceeding. The Indemnitor shall have the right to employ counsel reasonably acceptable to the Indemnified Party to defend any such Proceeding, or to compromise, settle or otherwise dispose of the same, if the Indemnitor deems it advisable to do so, all at the expense of the Indemnitor, PROVIDED that the Indemnitor shall not have the right to control the defense of any such Proceeding unless it has acknowledged in writing its obligation to indemnify the Indemnified Party fully from all Expenses incurred as a result of such Proceeding. The Indemnitor shall not settle, or consent to the entry of any judgment in, any Proceeding without obtaining either (i) an unconditional release of the Indemnified Party from all liability with respect to all claims underlying such Proceeding or (ii) the prior written consent of the Indemnified Party. Each Indemnitor and each Indemnified Party will fully cooperate with each other in any such Proceeding and shall make available to each other any books or records useful for the defense of any such Proceeding. If the Indemnitor fails to acknowledge in writing its obligation to defend against such Proceeding within fifteen (15) days after receiving written notice thereof as provided above, the Indemnified Party shall be free to dispose of the matter, at the expense of the Indemnitor, in any way in which the Indemnified Party reasonably deems to be in its best interest. (e) The parties hereto are also subject to indemnification provisions in the event that ICE Trade Vault is determined Distribution Agreement. The indemnification provisions set forth herein are intended to be liable supplement, but not to Participant for any causereplace, Participant expressly agrees that the indemnification provisions in entering into this ICE Trade Vault the Distribution Agreement. To the extent the indemnification provisions set forth herein conflict with those set forth in the Distribution Agreement, ICE Trade Vault’s aggregate liability, for all causes of action, will not exceed those provisions that provide the total fees and other amounts (excluding any applicable taxes or duties) paid greatest benefits to ICE Trade Vault by Participant in the previous six months from the date of the occurrence of the liabilityIndemnified Party shall control.

Limitation of Liability; Indemnity. (a) PARTICIPANT ACKNOWLEDGES, UNDERSTANDS THE ASSIGNED RIGHTS AND ACCEPTS THAT ICE TRADE VAULT MAKES NO WARRANTY WHATSOEVER TO PARTICIPANT AS THE LICENSED MARKS ARE PROVIDED TO THE SYSTEM, OR PARK PLACE PARTIES "AS IS." THE ICE SDR SERVICE, HILTON PARTIES DISCLAIM ANY EXPRESS OR IMPLIEDIMPLIED WARRANTY, AND THAT THE SYSTEMINCLUDING NON-INFRINGEMENT, AND ICE SDR SERVICE ARE PROVIDED ON AN “AS IS” BASIS AT PARTICIPANT’S SOLE RISK. ICE TRADE VAULT EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABIL- ITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER ICE NOR ITS MANAGERS, OFFICERS, AFFILIATES, SUBSIDIARIES, SHAREHOLDERS, EMPLOYEES OR AGENTS MAKE ANY WARRANTY WITH RESPECT TO, TO THE ASSIGNED RIGHTS AND THE LICENSED MARKS. IN NO SUCH EVENT SHALL THE HILTON PARTIES BE LIABLE FOR ANY MATTER WHATSOEVER RELATING TO THE USE BY ANY PARK PLACE PARTY SHALL HAVE ANY LIABILITY TO PARTICIPANT (i) FOR THE ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY, PERFORMANCE OR CONTINUED AVAILABILITY OF THE SYSTEM OR THE ICE SDR SERVICE OR (ii) FOR DELAYSLICENSED MARKS, OMISSIONS OR INTERRUPTIONS THEREIN. PARTICIPANT ACKNOWLEDGES EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN SECTION 8 AND AGREES THAT THE ICE SDR SERVICE DOES NOT AND SHALL NOT SERVE AS THE PRIMARY BASIS FOR ANY DECISIONS MADE BY PARTICIPANT AND THAT ICE TRADE VAULT IS NOT AN ADVISOR OR FIDUCIARY SECTION 9 OF PARTICIPANTTHIS AGREEMENT. (b) Subject to Section 6(c) of this ICE Trade Vault Agreement, Participant Park Place shall indemnify, protect defend and hold harmless ICE Trade Vaultthe Hilton Parties, its their past and present affiliates, subsidiaries, other related companies, licensees and properties, and each of the foregoing entities' respective past and present employees, representatives, directors, officers, affiliates, employees partners and agents (each, a "HILTON PARTY INDEMNITEE"), from and against any and all lossescosts, liabilitiesliabilities and expenses, judgmentsincluding, suitswithout limitation, actionsinterest, proceedingspenalties, claims, damagesattorney and third party fees, and costs all amounts paid in the investigation, defense and/or settlement of any claim, action or proceeding (including attorneys’ feescollectively, "EXPENSES"), that relate to (i) the provision or promotion of goods or services by any Park Place Party under a Licensed Xxxx, notwithstanding any approval which may have been given by any Hilton Party Indemnitee with respect to the provision or promotion of such goods or services and/or (ii) any liabilities or obligations arising under any license agreement assigned to the Park Place Parties pursuant to Section 2 of this Agreement; PROVIDED, HOWEVER, that the Park Place Parties shall have no obligation to indemnify, defend and hold harmless any Hilton Party Indemnitee under clause (i) above from any Expenses resulting from or arising out any claim of any act or omission by any person obtaining access third party that a Licensed Xxxx is invalid, unless such claim of invalidity arises from a Park Place Party's failure to the ICE Trade Vault Platform through the Passwords (other than through the fault or negligence of ICE Trade Vault), whether or not Participant has authorized such access. c) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. d) Notwithstanding comply with the terms of Section 6(athis Agreement. (c) Hilton or CRC, as applicable, shall indemnify, defend and hold harmless the Park Place Parties and their respective past and present employees, representatives, directors, officers and agents (each, a "PARK PLACE PARTY INDEMNITEE"), from and against any and all Expenses resulting from any claim asserted against any Park Place Party Indemnitee by any third party alleging that a Park Place Party's use of a Licensed Xxxx infringes upon the proprietary rights of such third party, PROVIDED that such claim arises from such Park Place Party's use of such Licensed Xxxx in accordance with the terms of this Agreement. (d) If any claim or action is asserted against any party that would entitle such party to indemnification pursuant to Section 8(b) or (c) (a "PROCEEDING"), any party who seeks indemnification (the "INDEMNIFIED PARTY") shall give written notice thereof to the party or parties from whom indemnification is sought (the "INDEMNITOR") promptly, but in no event later than thirty (30) days after such Indemnified Party learns of the existence of such Proceeding; PROVIDED, HOWEVER, that the Indemnified Party's failure to give the Indemnitor prompt notice shall not bar the Indemnified Party's right to indemnification unless such failure has materially prejudiced the Indemnitor's ability to defend such Proceeding. The Indemnitor shall have the right to employ counsel reasonably acceptable to the Indemnified Party to defend any such Proceeding, or to compromise, settle or otherwise dispose of the same, if the Indemnitor deems it advisable to do so, all at the expense of the Indemnitor, PROVIDED that the Indemnitor shall not have the right to control the defense of any such Proceeding unless it has acknowledged in writing its obligation to indemnify the Indemnified Party fully from all Expenses incurred as a result of such Proceeding. The Indemnitor shall not settle, or consent to the entry of any judgment in, any Proceeding without obtaining either (i) an unconditional release of the Indemnified Party from all liability with respect to all claims underlying such Proceeding or (ii) the prior written consent of the Indemnified Party. Each Indemnitor and each Indemnified Party will fully cooperate with each other in any such Proceeding and shall make available to each other any books or records useful for the defense of any such Proceeding. If the Indemnitor fails to acknowledge in writing its obligation to defend against such Proceeding within fifteen (15) days after receiving written notice thereof as provided above, the Indemnified Party shall be free to dispose of the matter, at the expense of the Indemnitor, in any way in which the Indemnified Party reasonably deems to be in its best interest. (e) The parties hereto are also subject to indemnification provisions in the event that ICE Trade Vault is determined Distribution Agreement. The indemnification provisions set forth herein are intended to be liable supplement, but not to Participant for any causereplace, Participant expressly agrees that the indemnification provisions in entering into this ICE Trade Vault the Distribution Agreement. To the extent the indemnification provisions set forth herein conflict with those set forth in the Distribution Agreement, ICE Trade Vault’s aggregate liability, for all causes of action, will not exceed those provisions that provide the total fees and other amounts (excluding any applicable taxes or duties) paid greatest benefits to ICE Trade Vault by Participant in the previous six months from the date of the occurrence of the liabilityIndemnified Party shall control.

Limitation of Liability; Indemnity. (a) PARTICIPANT ACKNOWLEDGES, UNDERSTANDS ENRON AND ACCEPTS THAT ICE TRADE VAULT MAKES NO WARRANTY WHATSOEVER TO PARTICIPANT AS TO THE SYSTEM, OR THE ICE SDR SERVICE, EXPRESS OR IMPLIED, AND THAT THE SYSTEM, AND ICE SDR SERVICE ARE PROVIDED ON AN “AS IS” BASIS AT PARTICIPANT’S SOLE RISK. ICE TRADE VAULT EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABIL- ITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER ICE NOR ITS MANAGERSDIRECTORS, OFFICERS, AFFILIATESEMPLOYEES AND AGENTS, SUBSIDIARIES, SHAREHOLDERS, EMPLOYEES OR AGENTS MAKE ANY WARRANTY WITH RESPECT TO, AND NO SUCH PARTY SHALL HAVE NO LIABILITY, CONTINGENT OR OTHERWISE, TO BROKER OR PARTICIPANTS, COUNTERPARTIES OR ANY LIABILITY TO PARTICIPANT (i) OTHER THIRD PARTIES, FOR THE ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY, PERFORMANCE OR CONTINUED AVAILABILITY OF THE SYSTEM WEBSITE OR THE ICE SDR SERVICE FOR DELAYS OR (ii) FOR DELAYS, OMISSIONS OR INTERRUPTIONS THEREIN. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE ICE SDR SERVICE DOES NOT AND SHALL NOT SERVE AS THE PRIMARY BASIS IN NO EVENT WILL ENRON BE LIABLE FOR ANY DECISIONS MADE SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, LOSS OF PROFIT, LOSS OR CORRUPTION OF DATA, LOSS OF GOODWILL OR REPUTATION OR WASTED MANAGEMENT TIME) WHICH MAY BE INCURRED OR EXPERIENCED ON ACCOUNT OF BROKER’S ENTERING INTO THIS AGREEMENT OR USING OR RELYING ON THE WEBSITE OR ANY INFORMATION ON IT, EVEN IF ENRON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY LIMITATIONS OR RESTRICTIONS ON THE LIABILITY OF EITHER PARTY IN THIS AGREEMENT SHALL ONLY APPLY TO THE EXTENT PERMITTED BY PARTICIPANT AND THAT ICE TRADE VAULT IS NOT AN ADVISOR OR FIDUCIARY OF PARTICIPANTAPPLICABLE LAW. (b) Subject to Section 6(c) of this ICE Trade Vault Agreement, Participant Broker shall indemnify, protect protect, and hold harmless ICE Trade Vault, Enron and its directors, officers, affiliates, employees and agents from and against any and all losses, liabilities, judgments, suits, actions, proceedings, claims, damages, and costs (including attorneys’ fees) resulting from or arising out of (i) Broker’s breach of or failure to perform any provision of this Agreement, (ii) Broker’s access to and utilization of the Website, including, without limitation any access or entry into any other Enron system other than the Website, (iii) any act or omission by any person obtaining access to the ICE Trade Vault Platform Website through the Passwords (other than through the fault user ID or negligence of ICE Trade Vault)Password, whether or not Participant Broker has authorized such access. c, and/or (iv) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. d) Notwithstanding the terms any actions taken or not taken by Broker as a result of Section 6(a), in the event that ICE Trade Vault is determined or based on its access to be liable to Participant for any cause, Participant expressly agrees that in entering into this ICE Trade Vault Agreement, ICE Trade Vault’s aggregate liability, for all causes of action, will not exceed the total fees and other amounts (excluding any applicable taxes or duties) paid to ICE Trade Vault by Participant in the previous six months from the date utilization of the occurrence of the liabilityWebsite.

Limitation of Liability; Indemnity. aIf Licensee believes that Verisys has breached any provision of this Agreement, and Verisys cannot resolve Licensee’s concerns within twenty-one (21) PARTICIPANT ACKNOWLEDGESdays of Verisys’ receipt of written notice, UNDERSTANDS LICENSEE’S SOLE AND ACCEPTS THAT ICE TRADE VAULT MAKES NO WARRANTY WHATSOEVER EXCLUSIVE REMEDY IS TERMINATION OF THIS AGREEMENT BY WRITTEN NOTICE TO PARTICIPANT AS TO THE SYSTEM, OR THE ICE SDR SERVICE, EXPRESS OR IMPLIEDVERISYS, AND THAT REFUND OF A PRO-RATED PORTION OF THE SYSTEMFEES LICENSEE HAS PAID. NOT IN LIMITATION OF THE FOREGOING AND EXCEPT FOR BREACHES OF SECTIONS 1, 2, AND ICE SDR SERVICE ARE PROVIDED ON AN “AS IS” BASIS AT PARTICIPANT3 AND LICENSEE’S SOLE RISK. ICE TRADE VAULT EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABIL- ITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER ICE NOR ITS MANAGERSFAILURE TO MAKE PAYMENTS DUE HEREUNDER BY LICENSEE, OFFICERS, AFFILIATES, SUBSIDIARIES, SHAREHOLDERS, EMPLOYEES OR AGENTS MAKE ANY WARRANTY WITH RESPECT TO, AND NO SUCH PARTY SHALL HAVE ANY LIABILITY TO PARTICIPANT (i) FOR THE ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY, PERFORMANCE OR CONTINUED AVAILABILITY OF THE SYSTEM OR THE ICE SDR SERVICE OR (ii) FOR DELAYS, OMISSIONS OR INTERRUPTIONS THEREIN. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE ICE SDR SERVICE DOES NOT AND SHALL NOT SERVE AS THE PRIMARY BASIS FOR ANY DECISIONS MADE BY PARTICIPANT AND THAT ICE TRADE VAULT IS NOT AN ADVISOR OR FIDUCIARY OF PARTICIPANT. b) Subject to Section 6(c) of this ICE Trade Vault Agreement, Participant shall indemnify, protect and hold harmless ICE Trade Vault, its directors, officers, affiliates, employees and agents from and against any and all losses, liabilities, judgments, suits, actions, proceedings, claims, damages, and costs (including attorneys’ fees) resulting from or arising out of any act or omission by any person obtaining access to the ICE Trade Vault Platform through the Passwords (other than through the fault or negligence of ICE Trade Vault), whether or not Participant has authorized such access. c) IN NO EVENT WILL EITHER PARTY PARTY, ITS SUBSIDIARIES AND AFFILIATES, AND ITS DATA PROVIDERS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, PARTNERS SUCCESSORS OR ASSIGNS ( “VERISYS PARTIES”) BE LIABLE FOR ANY SPECIALINCIDENTAL, CONSEQUENTIAL, INDIRECT, INCIDENTALEXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGESSPECIAL DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO THE VERISYS SERVICES OR VERISYS CONTENT, OR THE INTERRUPTION OF SAME, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS OR BUSINESS OR SALES INTERRUPTION, EVEN IF IT VERISYS, OR A REPRESENTATIVE THEREOF, HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. d. VERISYS PARTIES SHALL NOT BE LIABLE TO LICENSEE (OR TO ANY PERSON CLAIMING THROUGH LICENSEE TO WHOM LICENSEE MAY HAVE PROVIDED DATA FROM THE VERISYS SERVICES OR VERISYS CONTENT) Notwithstanding the terms of Section 6(aFOR ANY LOSS OR INJURY ARISING OUT OF OR CAUSED IN WHOLE OR IN PART BY ACTS OR OMISSIONS BY VERISYS IN PROCURING, COMPILING, COLLECTING, INTERPRETING, REPORTING, COMMUNICATING, OR DELIVERING THE VERISYS SERVICES OR VERISYS CONTENT. LICENSEE AGREES THAT VERISYS PARTIES’ MAXIMUM LIABILITY, IN AGGREGATE, UNDER ANY THEORY OF LIABILITY, INCLUDING CONTRACT, TORT (INCLUDING NEGLIGENCE), in the event that ICE Trade Vault STRICT LIABILITY OR OTHERWISE, SHALL BE THE LESSER OF (a) THE TOTAL AMOUNT OF FEES THAT LICENSEE HAS PAID TO VERISYS IN THE SIX (6) MONTHS PRECEDING THE ACT GIVING RISE TO A CLAIM OR (b) FIVE HUNDRED DOLLARS ($500.00). Licensee is determined to be liable to Participant solely responsible for any causeinformation obtained by Licensee and any individuals gaining access to the Verisys Services or Verisys Content via Licensee’s password(s). Licensee acknowledges that Verisys has no control over Licensee’s use of such information and Licensee agrees to indemnify, Participant expressly agrees that in entering into this ICE Trade Vault Agreementdefend and hold the Verisys Parties harmless from and against any and all actual or threatened claims, ICE Trade Vault’s aggregate liabilityliabilities, for all demands, causes of action, will not exceed the total damages, losses and expenses, including, without limitation, reasonable attorneys' fees and other amounts costs of suit, arising out of or in connection with Licensee’s use (excluding including any applicable taxes user for which Licensee granted access to the Verisys Content) of any Verisys Content, including without limitation unlawful, improper or duties) paid to ICE Trade Vault by Participant in the previous six months from the date unauthorized use of any of the occurrence of the liabilityVerisys Content.

Limitation of Liability; Indemnity. a) PARTICIPANT ACKNOWLEDGES10.1 EXCEPT FOR THE WARRANTIES SET FORTI-I HEREIN, UNDERSTANDS LICENSOR EXPRESSLY DISCLAIMS, AND ACCEPTS THAT ICE TRADE VAULT MAKES NO WARRANTY WHATSOEVER TO PARTICIPANT AS TO THE SYSTEMLICENSEE HEREBY EXPRESSLY WAIVES, OR THE ICE SDR SERVICEALL WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR 011-IERWISE WITI-I RESPECT TO THE SYSTEM OR ANY COMPONENT TIIEREOF, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, RELIABILITY, ACCURACY AND QUIET ENJOYMENT. LICENSOR DOES NOT WARRANT AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS THAT TI-IE SYSIBM WILL MEET LICENSEE'S OR THURD PARTY'S REQUIREMENTS, THAT TIIE OPERATION OF TIIE SYSTEM WILL BE UNINTERRUPTED OR ERROR-FREE OR TIIAT DEFECTS IN THE SYSTEM, IF ANY, WILL BE CORRECTED. TO THE EXTENT THAT THE SYSTEM, ANY DEVELOPMENTS OR ANY OTHER DELIVERABLE OR SERVICES PROVIDED BY LICENSOR SHALL INCLUDE CONIBNT, DATA, MATERIALS, SERVICES OR PRODUCTS OF TIURD PARTIES, NO WARRANTY IS PROVIDED WITH RESPECT TO SUCH MATERIALS, PRODUCTS AND ICE SDR SERVICE ARE SERVICES AND IT IS PROVIDED ON AN “AS IS” BASIS AT PARTICIPANT’S SOLE RISK. ICE TRADE VAULT EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABIL- ITY NO ORAL OR FITNESS FOR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR OR ON ITS BEHALF SHALL CREATE A PARTICULAR PURPOSE. NEITHER ICE NOR ITS MANAGERS, OFFICERS, AFFILIATES, SUBSIDIARIES, SHAREHOLDERS, EMPLOYEES WARRANIT OR AGENTS MAKE ANY MODIFICATION, EXTENSION OR ADDITION TO THIS WARRANTY. FOR TIIE AVOIDANCE OF DOUBT, NO WARRANTY WITH RESPECT TO, AND NO SUCH IS MADE BY LICENSOR'S TIURD PARTY SOFTWARE OR HARDWARE PROVIDERS. 10.2 NEITHER PARTY SHALL HAVE ANY LIABILITY WHATSOEVER WITH RESPECT TO PARTICIPANT (i) ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR THE ACCURACYCONSEQUENTIAL, TIMELINESSEXEMPLARY, COMPLETENESS, RELIABILITY, PERFORMANCE OR CONTINUED AVAILABILITY OF THE SYSTEM OR THE ICE SDR SERVICE OR (ii) FOR DELAYS, OMISSIONS OR INTERRUPTIONS THEREIN. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE ICE SDR SERVICE DOES NOT AND SHALL NOT SERVE AS THE PRIMARY BASIS FOR ANY DECISIONS MADE BY PARTICIPANT AND THAT ICE TRADE VAULT IS NOT AN ADVISOR OR FIDUCIARY OF PARTICIPANT. b) Subject to Section 6(c) of this ICE Trade Vault Agreement, Participant shall indemnify, protect and hold harmless ICE Trade Vault, its directors, officers, affiliates, employees and agents from and against any and all losses, liabilities, judgments, suits, actions, proceedings, claims, damages, and costs (including attorneys’ fees) resulting from or arising out of any act or omission by any person obtaining access to the ICE Trade Vault Platform through the Passwords (other than through the fault or negligence of ICE Trade Vault), whether or not Participant has authorized such access. c) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, INCIDENTAL OR PUNITIVE DAMAGES OR CONSEQUENTIAL DAMAGES, LOST PROFITS EVEN IF IT HAS BEEN ADVISED OF THE TI-IE POSSIBILITY OF SUCH DAMAGES OR HAD TI-IE ABILITY TO BE AWARE OF SUCH DAMAGES. d10.3 LICENSOR shall indemnify, defend and hold harmless LICENSEE, LICENSEE's officers, directors, shareholders, managers, members, managing members, representatives, agents, affiliates, employees and advisors and their successors and assigns. from and against any and all claims, actions, suits, legal proceedings, demands, liabilities, damages, losses, judgments, settlements, costs and expenses, including reasonable attorneys' fees, finally awarded by competent court, to the extent resulting from or in connection with (i) Notwithstanding a determination that the Software or System infringes valid, existing intellectual property rights of a third party in the Territory or (ii) any breach of a representation or breach of warranty or undertaking made herein by LICENSOR. 10.4 LICENSEE shall indemnify, defend and hold harmless LICENSOR, LICENSOR's officers, directors, shareholders, managers, members, managing members, representatives, agents, affiliates, employees and advisors and their successors and assigns, from and against any and all claims, actions, suits, legal proceedings, demands, liabilities, damages, losses, judgments, settlements, costs and expenses, including reasonable attorneys' fees, finally awarded by competent court, to the extent resulting from or in connection with (i) LICENSEE exercising its rights under the License in a way which conflicts, with the terms and conditions of this Agreement or (ii) any breach of a representation or breach of warranty or undertaking made herein by LICENSEE. 10.5 The party to be indemnified under Section 6(a)10.3 or 10.4, as applicable shall: (i) promptly notify in writing the other party of such claim, with full details, (ii) cooperate with the other party in the defense thereof, at the indemnifying party's expense, (iii) give the indemnifying party sole control of the defense and settlement of the claim, provided that the indemnifying party shall not compromise or settle such claim, without the consent of the other party. 10.6 In the event that ICE Trade Vault the Software is determined to be liable to Participant for any cause, Participant expressly agrees that in entering into this ICE Trade Vault Agreement, ICE Trade Vault’s aggregate liability, for all causes infringe valid intellectual property rights of action, will not exceed the total fees and other amounts (excluding any applicable taxes or duties) paid to ICE Trade Vault by Participant a third party in the previous six months from Territory, LICENSOR will at its sole discretion (i) modify or replace the date Software to be noninfringing, with a software that is functionally equivalent or (ii) obtain for LICENSEE a license to continue using the Software. 10.7 This Section 10 shall survive any termination or expiration of the occurrence of the liabilitythis Agreement for whatever reason.

Limitation of Liability; Indemnity. (a) PARTICIPANT ACKNOWLEDGESDetermination of the suitability of any Services furnished hereunder for the use contemplated by Recipient is the sole responsibility of Recipient, UNDERSTANDS and neither Ashland nor its Affiliates will have any responsibility in connection therewith. Recipient assumes all risk and liability for loss, damage or injury to persons or property arising out of such Services, however used, and Ashland and its Affiliates shall in no event be liable to Recipient or its Affiliates or those claiming by, through or under Recipient or its Affiliates (including employees, agents, customers, subtenants, contractors and other invitees) for any damage, including, without limitation, personal or property damage, suffered by any of them, directly or indirectly, as a result of any Services provided hereunder, regardless of whether due or alleged to be due to the negligence of Ashland or its Affiliates, except to the extent such damage is occasioned by Ashland’s bad faith, willful misconduct or intentional breach of this Agreement. (b) ASHLAND AND ACCEPTS THAT ICE TRADE VAULT MAKES NO WARRANTY WHATSOEVER ITS AFFILIATES SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO PARTICIPANT AS RECIPIENT OR ITS AFFILIATES FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND ARISING FROM ANY CLAIM RELATING TO THIS AGREEMENT OR ANY OF THE SYSTEMSERVICES PROVIDED HEREUNDER, INCLUDING, WITHOUT LIMITATION, BUSINESS INTERRUPTION LOSSES OR THE ICE SDR SERVICETHIRD-PARTY CLAIMS, EXPRESS WHETHER CAUSED BY BREACH OF THIS AGREEMENT, NEGLIGENCE OR IMPLIEDOTHERWISE; PROVIDED, AND HOWEVER, THAT THE SYSTEM, FEES FOR SERVICES HEREUNDER AND ICE SDR SERVICE ARE PROVIDED ON AN “AS IS” BASIS AT PARTICIPANTASHLAND’S SOLE RISK. ICE TRADE VAULT EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABIL- ITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER ICE NOR ITS MANAGERS, OFFICERS, AFFILIATES, SUBSIDIARIES, SHAREHOLDERS, EMPLOYEES OR AGENTS MAKE ANY WARRANTY WITH RESPECT TO, AND NO SUCH PARTY SHALL HAVE ANY LIABILITY TO PARTICIPANT (i) FOR THE ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY, PERFORMANCE OR CONTINUED AVAILABILITY OF THE SYSTEM OR THE ICE SDR SERVICE OR (ii) FOR DELAYS, OMISSIONS OR INTERRUPTIONS THEREIN. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE ICE SDR SERVICE DOES NOT AND RIGHT THERETO SHALL NOT SERVE AS THE PRIMARY BASIS FOR ANY DECISIONS MADE BY PARTICIPANT AND THAT ICE TRADE VAULT IS NOT AN ADVISOR BE DEEMED INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR FIDUCIARY OF PARTICIPANTPUNITIVE IN NATURE. b(c) Subject to Section 6(c) of this ICE Trade Vault Agreement, Participant Recipient shall indemnify, protect defend and hold harmless ICE Trade VaultAshland and its Affiliates and their respective officers, its directors, officersemployees, affiliatesagents, employees and agents advisors or representatives (each an “Ashland Indemnitee”) from and against any and all lossescosts, judgments, awards, claims, suits, liabilities, judgments, suits, actions, proceedings, claims, damages, losses, penalties and costs other expenses of any kind or nature (whether absolute, accrued, contingent or other) suffered by any of them arising from or in connection with this Agreement or the Services provided hereunder, regardless of the legal basis of liability or legal or equitable principle involved, including reasonable attorneys’ feesfees and expenses of investigation (which fees and expenses shall be paid as incurred) resulting from (collectively, the “Damages”); provided, however, that such indemnity shall not apply for the benefit of an Ashland Indemnitee if it is ultimately found through settlement or arising out by final, non-appealable order that such Ashland Indemnitee’s actions constituted bad faith, willful misconduct or intentional breach of any act this Agreement. (d) Any proceedings relating to indemnification under this Section 7 shall be conducted in accordance with the procedures set forth in Section 9.3 and Section 9.4 of the Asset Purchase Agreement. (e) Nothing contained in this Section 7 shall limit or omission by any person obtaining access alter the obligation of either party to indemnify the other party pursuant to the ICE Trade Vault Platform through the Passwords (other than through the fault or negligence of ICE Trade Vault)Asset Purchase Agreement; provided, whether or not Participant has authorized such accesshowever, that no party shall obtain duplicative recoveries. c(f) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIALThe provisions of this Section 7 shall survive the expiration, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGEStermination or cancellation of this Agreement and shall be enforceable to the fullest extent permitted by law or in equity. d) Notwithstanding the terms of Section 6(a), in the event that ICE Trade Vault is determined to be liable to Participant for any cause, Participant expressly agrees that in entering into this ICE Trade Vault Agreement, ICE Trade Vault’s aggregate liability, for all causes of action, will not exceed the total fees and other amounts (excluding any applicable taxes or duties) paid to ICE Trade Vault by Participant in the previous six months from the date of the occurrence of the liability.

Limitation of Liability; Indemnity. a) PARTICIPANT NGPL ACKNOWLEDGES, UNDERSTANDS AND ACCEPTS THAT ICE TRADE VAULT (i) ENRON MAKES NO WARRANTY WHATSOEVER TO PARTICIPANT NGPL AS TO THE SYSTEMENRONONLINE, OR THE ICE SDR SERVICERESULTS OF NGPL’S USE OF ENRONONLINE , EXPRESS OR IMPLIED, AND THAT THE SYSTEM, AND ICE SDR SERVICE ARE (ii) ENRONONLINE IS PROVIDED BY ENRON ON AN “<"AS IS">“AS IS” BASIS AT PARTICIPANTNGPL’S SOLE RISK. ICE TRADE VAULT RISK AND ENRON EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABIL- ITY SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER ICE NOR <i)> b) WITHOUT LIMITATION OF THE FOREGOING, NGPL ACKNOWLEDGES, UNDERSTANDS AND ACCEPTS THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SOFTWARE AND THE <LICENCE> LICENSE FOR USE GRANTED HEREUNDER IS DELIVERED AND CONVEYED “AS-IS” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR FUNCTIONABILITY, AND ENRON HEREBY DISCLAIMS ANY AND ALL WARRANTIES NOT EXPRESSLY SET FORTH HEREIN. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NGPL ACCEPTS SOLE RESPONSIBILITY FOR ANY COMPATIBILITY PROBLEMS BETWEEN ANY LICENSED SOFTWARE AND ANY OTHER SOFTWARE, HARDWARE OR OTHER DEVICE. <11. LIMITATION OF LIABILITY; INDEMNITY.> c) Enron may provide links through EnronOnline to certain internet sites sponsored and maintained by third parties. Such sites are publicly available and Enron is providing access to such links through EnronOnline solely as a convenience to NGPL. Enron makes no representations or warranties concerning the content of such sites and the fact that access to such sites is provided does not constitute any endorsement, authorization or sponsorship of such sites or their sponsors by Enron nor is there any affiliation between Enron and such sponsors and such sponsors do not endorse, authorize or sponsor EnronOnline. NGPL understands and agrees that it will use or rely on such sites solely at its own risk and that Enron does not grant NGPL any rights in respect of such sites. <a)> d) ENRON AND ITS MANAGERSDIRECTORS, OFFICERS, AFFILIATESEMPLOYEES AND AGENTS, SUBSIDIARIES, SHAREHOLDERS, EMPLOYEES OR AGENTS MAKE ANY WARRANTY WITH RESPECT TO, AND NO SUCH PARTY SHALL HAVE ANY LIABILITY NO LIABILITY, CONTINGENT OR OTHERWISE, TO PARTICIPANT (i) NGPL OR TO THIRD PARTIES, FOR THE ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY, PERFORMANCE OR CONTINUED AVAILABILITY OF THE SYSTEM ENRONONLINE OR THE ICE SDR SERVICE FOR DELAYS OR (ii) FOR DELAYS, OMISSIONS OR INTERRUPTIONS THEREIN. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE ICE SDR SERVICE DOES NOT AND SHALL NOT SERVE AS THE PRIMARY BASIS FOR ANY DECISIONS MADE BY PARTICIPANT AND THAT ICE TRADE VAULT IS NOT AN ADVISOR OR FIDUCIARY OF PARTICIPANT. b) Subject to Section 6(c) of this ICE Trade Vault Agreement, Participant shall indemnify, protect and hold harmless ICE Trade Vault, its directors, officers, affiliates, employees and agents from and against any and all losses, liabilities, judgments, suits, actions, proceedings, claims, damages, and costs (including attorneys’ fees) resulting from or arising out of any act or omission by any person obtaining access to the ICE Trade Vault Platform through the Passwords (other than through the fault or negligence of ICE Trade Vault), whether or not Participant has authorized such access. c) IN NO EVENT WILL EITHER PARTY ENRON BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGESDAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, LOSS OF PROFIT, LOSS OR CORRUPTION OF DATA, LOSS OF GOODWILL OR REPUTATION OR WASTED MANAGEMENT TIME) WHICH MAY BE INCURRED OR EXPERIENCED ON ACCOUNT OF NGPL’S ENTERING INTO THIS AGREEMENT OR USING OR RELYING ON ENRONONLINE OR ANY INFORMATION ON IT, OR AS A RESULT OF <SERVIES> SERVICES PROVIDED BY ENRON TO NGPL, EVEN IF IT ENRON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. . ANY LIMITATIONS OR RESTRICTIONS ON THE LIABILITY OF EITHER PARTY IN THIS AGREEMENT SHALL ONLY APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW. <b)> e) NGPL ACKNOWLEDGES, UNDERSTANDS AND AGREES THAT IF ANY OF THE LIMITATIONS OF LIABILITY SET FORTH IN <SECTION 11(a)> SECTIONS 12(a) - (d) Notwithstanding the terms of Section 6(aOR ELSEWHERE IN THIS AGREEMENT OR ANY LIMITED REMEDY IS HELD TO BE UNENFORCEABLE, OR IN THE ABSENCE OF A LIMITED REMEDY OR LIMITATION OF LIABILITY, THE LIABILITY OF ENRON TO NGPL FOR DAMAGES OR ALLEGED DAMAGES, WHETHER IN CONTRACT (INCLUDING BREACH OF WARRANTY), in the event that ICE Trade Vault is determined to be liable to Participant for any causeTORT (INCLUDING STRICT LIABILITY), Participant expressly agrees that in entering into this ICE Trade Vault AgreementINTELLECTUAL PROPERTY INFRINGEMENT, ICE Trade Vault’s aggregate liabilityINDEMNITY OR OTHERWISE, for all causes of actionRELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS RECEIVED BY ENRON FROM NGPL HEREUNDER DURING THE TWELVE MONTHS PRECEDING THE ACTS GIVING RISE TO THE DAMAGES; PROVIDED, will not exceed the total fees and other amounts (excluding any applicable taxes or duties) paid to ICE Trade Vault by Participant in the previous six months from the date of the occurrence of the liabilityTHAT SUCH DOLLAR LIMITATION SHALL NOT APPLY TO ANY LIABILITY OF ENRON ARISING OR RESULTING FROM THE WILLFUL MISCOUNDUCT OR GROSS NEGLIGENCE OF ENRON.

Limitation of Liability; Indemnity. a(A) PARTICIPANT ACKNOWLEDGESTHE LIABILITY, UNDERSTANDS IF ANY, OF BANK AND ACCEPTS THAT ICE TRADE VAULT MAKES SPS UNDER THIS AGREEMENT WHETHER TO MERCHANT OR TO ANY OTHER PARTY, WHATEVER THE BASIS OF THE LIABILITY, SHALL NOT EXCEED IN THE AGGREGATE THE DIFFERENCE BETWEEN (I) THE AMOUNT OF FEES PAID BY MERCHANT TO SPS AND BANK DURING THE MONTH IN WHICH THE TRANSACTION OUT OF WHICH THE LIABILITY AROSE OCCURRED, AND (II) ASSESSMENTS, CHARGEBACKS, AND ANY OFFSETS AUTHORIZED UNDER THIS AGREEMENT AGAINST SUCH FEES WHICH AROSE DURING SUCH MONTH. IN THE EVENT MORE THAN ONE MONTH IS INVOLVED, THE AGGREGATE AMOUNT OF SPS AND BANK’S LIABILITY SHALL NOT EXCEED THE LOWEST AMOUNT DETERMINED IN ACCORD WITH THE FOREGOING CALCULATION FOR ANY ONE MONTH INVOLVED. IN NO WARRANTY WHATSOEVER EVENT WILL BANK, SPS, NOR ITS OR THEIR OFFICERS, AGENTS, DIRECTORS, OR EMPLOYEES BE LIABLE FOR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES; (B) MERCHANT HEREBY AGREES TO PARTICIPANT AS INDEMNIFY AND HOLD BANK, SPS AND ITS AND/OR THEIR OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS (THE “INDEMNIFIED PARTIES”) HARMLESS FROM ANY CLAIM RELATING TO:, (I) ANY DISPUTE BETWEEN MERCHANT AND A DEBIT CARDHOLDER WITH RESPECT TO THE SYSTEMALLEGED OR ACTUAL FAILURE BY MERCHANT TO PROCESS A TRANSACTION AS REQUESTED BY SUCH DEBIT CARDHOLDER OR TO PROVIDE PHYSICAL SECURITY AT OR NEAR ANY TERMINALS OR OTHER PREMISES OF MERCHANT, OR THE ICE SDR SERVICETRANSMISSION OR DISCLOSURE OF ANY INFORMATION BY OR THROUGH SPS, (II) THE TRANSMISSION OF ANY INCORRECT OR INCOMPLETE INFORMATION TO A CUSTOMER OF ANY NETWORK MEMBER THROUGH THE NETWORK REGARDING AN ACCOUNT MAINTAINED BY SUCH CUSTOMER, OR THE DISCLOSURE THROUGH SUCH NETWORK TO ANY PARTY OF INFORMATION RELATING TO ANY SUCH ACCOUNT; AND (III) MERCHANT’S FAILURE TO COMPLY WITH ANY OF THE PROVISIONS OF THIS AGREEMENT AND APPLICABLE LAWS, RULES AND/OR REGULATIONS, INCLUDING WITHOUT LIMITATION DISPUTES RESULTING FROM MERCHANT'S FAILURE TO PROVIDE A SALES TRANSMITTAL. MERCHANT FURTHER AGREES TO INDEMNIFY AND HOLD THE INDEMNIFIED PARTIES HARMLESS FROM ALL CLAIMS, LIABILITY AND EXPENSES ARISING OR RESULTING FROM ANY DISPUTE OR CLAIM MADE AGAINST BANK AND/OR SPS BY ANY THIRD PARTY ARISING OUT OF MERCHANT’S BREACH OF THIS AGREEMENT OR THE RULES. FURTHER, MERCHANT SHALL REIMBURSE BANK OR SPS, AS THE CASE MAY BE, FOR ALL EXPENSES AND COSTS, INCLUDING ATTORNEY’S FEES, WITH REGARD TO THE FORGOING; (C) NEITHER BANK NOR SPS MAKE ANY OTHER WARRANTY, EXPRESS OR IMPLIED, AND THAT THE SYSTEMREGARDING ANY SERVICES IT PERFORMS IN ACCORDANCE WITH THIS AGREEMENT, AND ICE SDR SERVICE ARE PROVIDED ON AN “AS IS” BASIS AT PARTICIPANT’S SOLE RISKNOTHING CONTAINED IN THE AGREEMENT WILL CONSTITUTE SUCH A WARRANTY. ICE TRADE VAULT EXPRESSLY DISCLAIMS ANY SPS AND BANK DISCLAIM ALL IMPLIED WARRANTIES WARRANTIES, INCLUDING THOSE OF MERCHANTABIL- ITY OR MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NEITHER ICE NOR ITS MANAGERS, OFFICERS, AFFILIATES, SUBSIDIARIES, SHAREHOLDERS, EMPLOYEES OR AGENTS MAKE ANY WARRANTY WITH RESPECT TO, AND NO SUCH PARTY THIS SECTION SHALL HAVE ANY LIABILITY TO PARTICIPANT (i) FOR THE ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY, PERFORMANCE OR CONTINUED AVAILABILITY SURVIVE TERMINATION OF THE SYSTEM OR THE ICE SDR SERVICE OR (ii) FOR DELAYS, OMISSIONS OR INTERRUPTIONS THEREIN. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE ICE SDR SERVICE DOES NOT AND SHALL NOT SERVE AS THE PRIMARY BASIS FOR ANY DECISIONS MADE BY PARTICIPANT AND THAT ICE TRADE VAULT IS NOT AN ADVISOR OR FIDUCIARY OF PARTICIPANTTHIS AGREEMENT. b) Subject to Section 6(c) of this ICE Trade Vault Agreement, Participant shall indemnify, protect and hold harmless ICE Trade Vault, its directors, officers, affiliates, employees and agents from and against any and all losses, liabilities, judgments, suits, actions, proceedings, claims, damages, and costs (including attorneys’ fees) resulting from or arising out of any act or omission by any person obtaining access to the ICE Trade Vault Platform through the Passwords (other than through the fault or negligence of ICE Trade Vault), whether or not Participant has authorized such access. c) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. d) Notwithstanding the terms of Section 6(a), in the event that ICE Trade Vault is determined to be liable to Participant for any cause, Participant expressly agrees that in entering into this ICE Trade Vault Agreement, ICE Trade Vault’s aggregate liability, for all causes of action, will not exceed the total fees and other amounts (excluding any applicable taxes or duties) paid to ICE Trade Vault by Participant in the previous six months from the date of the occurrence of the liability.

Limitation of Liability; Indemnity. a) PARTICIPANT ACKNOWLEDGES, UNDERSTANDS AND ACCEPTS THAT ICE TRADE VAULT MAKES a. UNDER NO WARRANTY WHATSOEVER TO PARTICIPANT AS TO THE SYSTEM, CIRCUMSTANCES IS ORGANIZER OR THE ICE SDR SERVICEVENUE AT WHICH THE EVENT IS HELD, EXPRESS OR IMPLIEDINCLUDING ANY OF THEIR RESPECTIVE PARENTS, AND THAT THE SYSTEMAFFILIATES, AND ICE SDR SERVICE ARE PROVIDED ON AN “AS IS” BASIS AT PARTICIPANT’S SOLE RISK. ICE TRADE VAULT EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABIL- ITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER ICE NOR ITS MANAGERSSHAREHOLDERS, EMPLOYEES, AGENTS, OFFICERS, AFFILIATESDIRECTORS, SUBSIDIARIESSUCCESSORS AND ASSIGNS, SHAREHOLDERS(COLLECTIVELY, EMPLOYEES OR AGENTS MAKE ANY WARRANTY WITH RESPECT TO, AND NO SUCH PARTY SHALL HAVE ANY LIABILITY TO PARTICIPANT (iTHE “EVENT PROVIDERS”) FOR THE ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY, PERFORMANCE OR CONTINUED AVAILABILITY OF THE SYSTEM OR THE ICE SDR SERVICE OR (ii) FOR DELAYS, OMISSIONS OR INTERRUPTIONS THEREIN. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE ICE SDR SERVICE DOES NOT AND SHALL NOT SERVE AS THE PRIMARY BASIS FOR ANY DECISIONS MADE BY PARTICIPANT AND THAT ICE TRADE VAULT IS NOT AN ADVISOR OR FIDUCIARY OF PARTICIPANT. b) Subject to Section 6(c) of this ICE Trade Vault Agreement, Participant shall indemnify, protect and hold harmless ICE Trade Vault, its directors, officers, affiliates, employees and agents from and against any and all losses, liabilities, judgments, suits, actions, proceedings, claims, damages, and costs (including attorneys’ fees) resulting from or arising out of any act or omission by any person obtaining access to the ICE Trade Vault Platform through the Passwords (other than through the fault or negligence of ICE Trade Vault), whether or not Participant has authorized such access. c) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, LOST PROFITS OR OTHER INDIRECT, INCIDENTAL, PUNITIVE CONSEQUENTIAL, SPECIAL OR CONSEQUENTIAL DAMAGESEXEMPLARY DAMAGES FOR ANY OF THEIR ACTS OR OMISSIONS IN CONNECTION WITH THE EVENT, EVEN IF IT WHETHER ARISING IN NEGLIGENCE, TORT, STATUTE, EQUITY, CONTRACT (INCLUDING FUNDAMENTAL BREACH), COMMON LAW OR ANY OTHER CAUSE OF ACTION, AND WHETHER OR NOT SUCH EVENT PROVIDER HAS BEEN ADVISED APPRISED OF THE POSSIBILITY OF SUCH DAMAGESDAMAGES OR LOST PROFITS. IN NO EVENT WILL ORGANIZER’S LIABILITY HEREUNDER, OR OTHERWISE IN CONNECTION WITH THE EVENT, EXCEED THE AMOUNT ACTUALLY PAID TO IT BY EXHIBITOR FOR THE SPACE. ORGANIZER IS NOT LIABLE FOR ANY ERRORS IN ANY LISTING OR DESCRIPTIONS OR FOR OMITTING EXHIBITOR FROM THE EVENT SHOW GUIDE OR OTHER MATERIALS. db. NONE OF THE EVENT PROVIDERS ARE LIABLE TO EXHIBITOR FOR ANY DAMAGE, LOSS, HARM, OR INJURY TO THE PERSON, PROPERTY, OR BUSINESS OF EXHIBITOR, OR ANY OF ITS VISITORS, OFFICERS, AGENTS, EMPLOYEES, OR OTHER REPRESENTATIVES, RESULTING FROM THEFT, FIRE, EARTHQUAKE, WATER, UNAVAILABILITY OF THE VENUE OR INTERMEDIATE STAGING FACILITIES, INSUFFICIENT PARTICIPATION, ACCIDENT, BODILY INJURY, DAMAGE TO PROPERTY OR ANY OTHER REASON IN CONNECTION WITH THE EVENT OR ANY PLANNING MEETINGS, DEMONSTRATIONS OR STAGINGS. c. Exhibitor agrees to defend, indemnify and hold harmless the Event Providers and those persons at the Event from and against any claim, loss, liability, or damage suffered due to (i) Notwithstanding Exhibitor’s construction or maintenance of an unsafe Exhibit, (ii) the negligence or misconduct of Exhibitor, its agents, employees or representatives, or (iii) Exhibitor’s breach of any obligations under this Agreement. d. Exhibitor acknowledges and agrees that the terms and conditions of Section 6(a), in this Agreement are subject and subordinate to the event that ICE Trade Vault terms and conditions of Organizer’s agreement with the venue at which the Event is determined to be liable to Participant for any cause, Participant expressly agrees that in entering into this ICE Trade Vault Agreement, ICE Trade Vault’s aggregate liability, for all causes of action, will not exceed the total fees and other amounts (excluding any applicable taxes or duties) paid to ICE Trade Vault by Participant in the previous six months from the date of the occurrence of the liabilityheld.

Limitation of Liability; Indemnity. a) PARTICIPANT BROKER ACKNOWLEDGES, UNDERSTANDS AND ACCEPTS THAT ICE TRADE VAULT MAKES NO WARRANTY WHATSOEVER TO PARTICIPANT BROKER AS TO THE SYSTEM, EXCHANGE OR THE ICE SDR SERVICE, EXPRESS OR IMPLIED, AND THAT THE SYSTEM, EXCHANGE AND ICE SDR SERVICE ARE PROVIDED ON AN “AS IS” BASIS AT PARTICIPANTBROKER’S SOLE RISK. ICE TRADE VAULT EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES WARRAN- TIES OF MERCHANTABIL- ITY MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER ICE NOR ITS DIRECTORS, MANAGERS, OFFICERS, AFFILIATES, SUBSIDIARIES, SHAREHOLDERS, EMPLOYEES OR AGENTS MAKE ANY WARRANTY WITH RESPECT TO, AND NO SUCH PARTY SHALL HAVE ANY LIABILITY TO PARTICIPANT BROKER (i) FOR THE ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY, PERFORMANCE OR CONTINUED AVAILABILITY OF THE SYSTEM EXCHANGE OR SERVICE, THE MARKETS OPERATED BY ICE FUTURES EUROPE OR ICE FUTURES U.S., INC. OR THE CLEARING FACILITIES OPERATED BY ICE SDR SERVICE OR CLEAR EUROPE, (ii) FOR DELAYS, OMISSIONS OR INTERRUPTIONS THEREIN, OR (iii) FOR ANY ACT OR OMISSION OF ICE FUTURES EUROPE, ICE FUTURES U.S., INC., ICE CLEAR EUROPE LIMITED OR ANY OTHER THIRD PARTY. PARTICIPANT ICE SHALL HAVE NO DUTY OR OBLIGATION TO VERIFY ANY INFORMATION DISPLAYED VIA THE SERVICE. BROKER ACKNOWLEDGES AND AGREES THAT THE ICE SDR SERVICE DOES NOT AND SHALL NOT SERVE AS THE PRIMARY BASIS FOR ANY DECISIONS MADE BY PARTICIPANT AND THAT ICE TRADE VAULT IS NOT AN ADVISOR OR FIDUCIARY OF PARTICIPANTBROKER OR ITS CUSTOMERS. WITHOUT LIMITATION OF THE FOREGOING, BROKER ACKNOWLEDGES, AGREES AND ACCEPTS THAT ICE SHALL HAVE NO LIABILITY OR RESPONSIBILITY WHATSOEVER FOR ANY MATTERS RELATED TO BROKER’S RELATIONSHIP OR DEALINGS WITH ITS CUSTOMERS, INCLUDING BUT NOT LIMITED TO THE EXECUTION OF TRANSACTIONS OR THE ACCURACY OF ANY INFORMATION SUBMITTED THROUGH THE SYSTEM IN CONNECTION WITH BROKER’S USE OF THE SERVICE, ALL OF WHICH SHALL BE THE SOLE RESPONSIBILITY OF BROKER. b) Subject to Section 6(c7(c) of this ICE Trade Vault Agreement, Participant Broker shall indemnify, protect protect, and hold harmless ICE Trade VaultICE, its directors, officers, affiliates, employees and agents from and against any and all losses, liabilities, judgments, suits, actions, proceedings, claims, damages, and or costs (including attorneys’ attorney's fees) resulting from or arising out of (i) any act or omission by any person obtaining access to the ICE Trade Vault Platform Exchange through the Passwords (other than through the fault or negligence of ICE Trade VaultICE), whether or not Participant Broker has authorized such access; or (ii) any claim by any customer of Broker involving or relating in any way to the acts or omissions of Broker. c) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGESDAMAGES SUFFERED BY THE OTHER PARTY, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. d) Notwithstanding the terms of Section 6(a7(a), in the event that ICE Trade Vault is determined to be liable to Participant Broker for any cause, Participant Broker expressly agrees that in entering into this ICE Trade Vault Agreement, ICE Trade VaultICE’s aggregate liability, for all causes of action, will shall not exceed the sum total of all fees and other amounts (excluding any applicable taxes or duties) paid to ICE Trade Vault by Participant in Broker during the previous six months from (6) month period preceding the date of the occurrence of the liabilityaction.

Limitation of Liability; Indemnity. a) PARTICIPANT ACKNOWLEDGES, UNDERSTANDS AND ACCEPTS THAT ICE TRADE VAULT MAKES NO WARRANTY WHATSOEVER TO PARTICIPANT AS TO THE SYSTEM, OR THE ICE SDR TRADE VAULT SERVICESSDR SERVICE, EXPRESS OR IMPLIED, AND THAT THE SYSTEM, AND ICE SDR TRADE VAULT SERVICESSDR SERVICE ARE PROVIDED ON AN “AS IS” BASIS AT PARTICIPANT’S SOLE RISK. ICE TRADE VAULT EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABIL- ITY MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER ICE NOR ITS MANAGERS, OFFICERS, AFFILIATES, SUBSIDIARIES, SHAREHOLDERS, EMPLOYEES OR AGENTS MAKE ANY WARRANTY WITH RESPECT TO, AND NO SUCH PARTY SHALL HAVE ANY LIABILITY TO PARTICIPANT (i) FOR THE ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY, PERFORMANCE OR CONTINUED AVAILABILITY OF THE SYSTEM OR THE ICE SDR TRADE VAULT SERVICESSDR SERVICE OR (ii) FOR DELAYS, OMISSIONS OR INTERRUPTIONS THEREIN. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE ICE SDR TRADE VAULT SERVICES DOSDR SERVICE DOES NOT AND SHALL NOT SERVE AS THE PRIMARY BASIS FOR ANY DECISIONS MADE BY PARTICIPANT AND THAT ICE TRADE VAULT IS NOT AN ADVISOR OR FIDUCIARY OF PARTICIPANT. b) Subject to Section 6(c) of this ICE Trade Vault Agreement, Participant shall indemnify, protect and hold harmless ICE Trade Vault, its directors, officers, affiliates, employees and agents from and against any and all losses, liabilities, judgments, suits, actions, proceedings, claims, damages, and costs (including attorneys’ fees) resulting from or arising out of (i) any act or omission by any person obtaining access to the ICE Trade Vault Platform through the Passwords (other than through the fault or negligence of ICE Trade Vault), whether or not Participant has Part 1 authorized such access, and (ii) any act or omission of any Broker acting under authorization of Participant in connection with the use of the Broker Confirmation Service. c) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. d) Notwithstanding the terms of Section 6(a), in the event that ICE Trade Vault is determined to be liable to Participant for any cause, Participant expressly agrees that in entering into this ICE Trade Vault Agreement, ICE Trade Vault’s aggregate liability, for all causes of action, will not exceed the total fees and other amounts (excluding any applicable taxes or duties) paid to ICE Trade Vault by Participant in the previous six months from the date of the occurrence of the liability.

Limitation of Liability; Indemnity. a) SUBJECT TO SECTION 6(E), PARTICIPANT ACKNOWLEDGES, UNDERSTANDS AND ACCEPTS THAT ICE TRADE VAULT MAKES NO WARRANTY WHATSOEVER TO PARTICIPANT AS TO THE ICE EUROPE SYSTEM, OR THE ICE SDR EUROPE TR SERVICE, EXPRESS OR IMPLIED, AND THAT THE ICE EUROPE SYSTEM, AND ICE SDR EUROPE TR SERVICE ARE IS PROVIDED ON AN “"AS IS” " BASIS AT PARTICIPANT’S 'S SOLE RISK. ICE TRADE VAULT EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABIL- ITY MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER ICE TRADE VAULT NOR ITS MANAGERS, OFFICERS, AFFILIATES, SUBSIDIARIES, SHAREHOLDERS, EMPLOYEES OR AGENTS MAKE ANY WARRANTY WITH RESPECT TO, AND NO SUCH PARTY SHALL HAVE ANY LIABILITY TO PARTICIPANT (i) FOR THE ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY, PERFORMANCE OR CONTINUED AVAILABILITY OF THE ICE EUROPE SYSTEM OR THE ICE SDR EUROPE TR SERVICE OR (ii) FOR DELAYS, OMISSIONS OR INTERRUPTIONS THEREIN. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE ICE SDR EUROPE TR SERVICE DOES NOT AND SHALL NOT SERVE AS THE PRIMARY BASIS FOR ANY DECISIONS MADE BY PARTICIPANT AND THAT ICE TRADE VAULT IS NOT AN ADVISOR OR FIDUCIARY OF PARTICIPANT. b) Subject to Section Sections 6(c) and 6(e) of this ICE Trade Vault European TR Agreement, Participant shall indemnify, protect and hold harmless ICE Trade Vault, its directors, officers, affiliates, employees and agents from and against any and all losses, liabilities, judgments, suits, actions, proceedings, claims, damages, and costs (including attorneys’ attorney's fees) resulting from or arising out of any act or omission by any person obtaining access to the ICE Trade Vault Europe Platform through the Passwords (other than through the fault breach or negligence of ICE Trade Vault), whether or not Participant has authorized such access. c) IN NO EVENT WILL EITHER PARTY BE LIABLE (WHETHER IN CONTRACT, OR TORT (INCLUDING NEGLIGENCE), FOR BREACH OF STATUTORY DUTY, OR OTHERWISE) FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. d) Notwithstanding the terms of Section 6(a) and subject to Sections 6(c) and 6(e), in the event that ICE Trade Vault is determined to be liable to Participant for any cause, Participant expressly agrees that in entering into this ICE Trade Vault European TR Agreement, ICE Trade Vault’s 's aggregate liability, for all causes of actionaction (whether in contract, or tort (including negligence), for breach of statutory duty, or otherwise), will not exceed the total fees and other amounts (excluding any applicable taxes or duties) paid to ICE Trade Vault by Participant in the previous six months from the date of the occurrence of the liability. e) THE LIMITATIONS AND EXCLUSIONS OF LIABILITY SET OUT HEREIN SHALL NOT APPLY TO EITHER PARTY’S LIABILITY FOR: (I) DEATH OR PERSONAL INJURY CAUSED BY THAT PARTY’S NEGLIGENCE; (II) FRAUD OR FRAUDULENT MISREPRESENTATION; OR (III) ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW.

Limitation of Liability; Indemnity. (a) PARTICIPANT ACKNOWLEDGESExcept for the information on the Website in any Talisman Offer , UNDERSTANDS ENRON AND ACCEPTS THAT ICE TRADE VAULT MAKES NO WARRANTY WHATSOEVER TO PARTICIPANT AS TO THE SYSTEM, OR THE ICE SDR SERVICE, EXPRESS OR IMPLIED, AND THAT THE SYSTEM, AND ICE SDR SERVICE ARE PROVIDED ON AN “AS IS” BASIS AT PARTICIPANT’S SOLE RISK. ICE TRADE VAULT EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABIL- ITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER ICE NOR ITS MANAGERSDIRECTORS, OFFICERS, AFFILIATESEMPLOYEES AND AGENTS, SUBSIDIARIES, SHAREHOLDERS, EMPLOYEES OR AGENTS MAKE ANY WARRANTY WITH RESPECT TO, AND NO SUCH PARTY SHALL HAVE ANY LIABILITY NO LIABILITY, CONTINGENT OR OTHERWISE, TO PARTICIPANT (i) TALISMAN OR TO THIRD PARTIES, FOR THE ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY, PERFORMANCE OR CONTINUED AVAILABILITY OF THE SYSTEM WEBSITE OR THE ICE SDR SERVICE FOR DELAYS OR (ii) FOR DELAYS, OMISSIONS OR INTERRUPTIONS THEREIN. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE ICE SDR SERVICE DOES NOT AND SHALL NOT SERVE AS THE PRIMARY BASIS IN NO EVENT WILL ENRON BE LIABLE FOR ANY DECISIONS MADE SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, LOSS OF PROFIT, LOSS OR CORRUPTION OF DATA, LOSS OF GOODWILL OR REPUTATION OR WASTED MANAGEMENT TIME) WHICH MAY BE INCURRED OR EXPERIENCED ON ACCOUNT OF TALISMAN ENTERING INTO THIS AGREEMENT OR USING OR RELYING ON THE WEBSITE OR ANY INFORMATION ON IT, EVEN IF ENRON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY LIMITATIONS OR RESTRICTIONS ON THE LIABILITY OF EITHER PARTY IN THIS AGREEMENT SHALL ONLY APPLY TO THE EXTENT PERMITTED BY PARTICIPANT AND THAT ICE TRADE VAULT IS NOT AN ADVISOR OR FIDUCIARY OF PARTICIPANTAPPLICABLE LAW. This LAW NotwithstandingSection 4(a) is not intended to apply to a Transaction accepted by Enron in accordance with Section 3(c). Instead, notwithstanding the provisions of this Section, the Parties shall rely on the process set forth in this Agreement for the execution of Transactions on the Website, and all of the remedies provided for in the governing Master Agreements shall be available to each Party for the failure of the other to carry out its obligations under any Transaction executed in the manner set forth herein on the Website. (b) Subject Excluding any damages or losses incurred by the Enron entity that is the party to Section 6(c) a Transaction resulting from the terms of this ICE Trade Vault Agreementthesuch Transaction entered into on the Website, Participant Talisman shall indemnify, protect protect, and hold harmless ICE Trade Vault, Enron and its directors, officers, affiliates, employees and agents from and against any and all losses, liabilities, judgments, suits, actions, proceedings, claims, damages, and costs (including attorneys’ fees) resulting from or arising out of Talisman’s access to and utilization of the Website, including, without limitation (i) any access or entry into any other Enron system other than the Website, (ii) any act or omission by any person obtaining access to the ICE Trade Vault Platform Website through the Passwords (other than through as defined in the fault or negligence of ICE Trade VaultPassword Application), whether or not Participant Talisman has authorized such access. c, and/or (iii) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. d) Notwithstanding the terms any actions taken or not taken by Talisman as a result of Section 6(a), in the event that ICE Trade Vault is determined or based on its access to be liable to Participant for any cause, Participant expressly agrees that in entering into this ICE Trade Vault Agreement, ICE Trade Vault’s aggregate liability, for all causes of action, will not exceed the total fees and other amounts (excluding any applicable taxes or duties) paid to ICE Trade Vault by Participant in the previous six months from the date utilization of the occurrence of the liabilityWebsite.

Limitation of Liability; Indemnity. (a) PARTICIPANT ACKNOWLEDGES, UNDERSTANDS AND ACCEPTS THAT ICE TRADE VAULT MAKES NO WARRANTY WHATSOEVER TO PARTICIPANT AS TO THE SYSTEM, OR THE ICE SDR SERVICE, EXPRESS OR IMPLIED, AND THAT THE SYSTEM, AND ICE SDR SERVICE ARE PROVIDED ON AN “AS IS” BASIS AT PARTICIPANT’S SOLE RISK. ICE TRADE VAULT EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABIL- ITY OR FITNESS EXCEPT FOR A PARTICULAR PURPOSE. PARTY’S INDEMNIFICATION OBLIGATIONS SET FORTH HEREIN OR A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER ICE NOR ITS MANAGERSPARTY’S LIABILITY IN ANY AND ALL CATEGORIES AND FOR ANY AND ALL CAUSES ARISING UNDER THIS AGREEMENT, OFFICERSWHETHER BASED IN CONTRACT, AFFILIATESTORT, SUBSIDIARIESNEGLIGENCE, SHAREHOLDERSSTRICT LIABILITY OR OTHERWISE, EMPLOYEES OR AGENTS MAKE ANY WARRANTY WITH RESPECT TOWILL, AND NO SUCH PARTY SHALL HAVE ANY LIABILITY TO PARTICIPANT IN THE AGGREGATE, EXCEED THE GREATER OF (iI) FOR THE ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY, PERFORMANCE OR CONTINUED AVAILABILITY OF THE SYSTEM OR THE ICE SDR SERVICE $100,000 OR (iiII) THE ACTUAL FEES PAID BY THE COMPANY TO XXXXX OVER THE PREVIOUS TWELVE MONTHS OF THIS AGREEMENT. EXCEPT FOR DELAYSA PARTY’S INDEMNIFICATION OBLIGATIONS SET FORTH HEREIN OR A PARTY’SGROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OMISSIONS OR INTERRUPTIONS THEREIN. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE ICE SDR SERVICE DOES NOT AND SHALL NOT SERVE AS THE PRIMARY BASIS FOR ANY DECISIONS MADE BY PARTICIPANT AND THAT ICE TRADE VAULT IS NOT AN ADVISOR OR FIDUCIARY OF PARTICIPANT. b) Subject to Section 6(c) of this ICE Trade Vault Agreement, Participant shall indemnify, protect and hold harmless ICE Trade Vault, its directors, officers, affiliates, employees and agents from and against any and all losses, liabilities, judgments, suits, actions, proceedings, claims, damages, and costs (including attorneys’ fees) resulting from or arising out of any act or omission by any person obtaining access to the ICE Trade Vault Platform through the Passwords (other than through the fault or negligence of ICE Trade Vault), whether or not Participant has authorized such access. c) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE CONSEQUENTIAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL SPECIAL DAMAGES, EVEN IF IT HAS BEEN ADVISED INCLUDING, WITHOUT LIMITATION, INTERRUPTION OR LOSS OF BUSINESS, PROFIT OR GOODWILL. ​ (b) ANY LIABILITY FOR INDEMNIFICATION OBLIGATIONS AS SET FORTH HEREIN, OTHER THAN AN OBLIGATION ARISING FROM A CLAIM THAT A XXXXX PROFESSIONAL PROVIDING SERVICES HEREUNDER IS AN EMPLOYEE OF THE POSSIBILITY COMPANY OR ANY OF THE COMPANY’S AFFILIATES (OR THAT THE COMPANY OR AN AFFILIATE OF COMPANY IS A JOINT EMPLOYER OF SUCH DAMAGESPERSONNEL), SHALL NOT EXCEED AN AMOUNT OF FIVE HUNDRED THOUSAND DOLLARS ($500,000). d(c) Notwithstanding the terms of Section 6(a)THE COMPANY AGREES TO INDEMNIFY THE XXXXX PROFESSIONAL TO THE FULL EXTENT THE COMPANY PROVIDES INDEMNITY TO ALL OTHER OFFICERS OF THE COMPANY SO LONG AS THE XXXXX PROFESSIONAL SERVES AS AN OFFICER OF THE COMPANY. EACH PARTY (THE “INDEMNIFYING PARTY”) AGREES TO INDEMNIFY, in the event that ICE Trade Vault is determined to be liable to Participant for any causeDEFEND AND HOLD HARMLESS THE OTHER PARTY AND ITS AFFILIATES, Participant expressly agrees that in entering into this ICE Trade Vault AgreementAND ITS AND THEIR RESPECTIVE OFFICERS, ICE Trade Vault’s aggregate liabilityDIRECTORS, for all causes of actionEMPLOYEES, will not exceed the total fees and other amounts REPRESENTATIVES, AGENTS, SUCCESSORS AND ASSIGNS (excluding any applicable taxes or dutiesCOLLECTIVELY, THE “INDEMNIFIED PARTIES”) paid to ICE Trade Vault by Participant in the previous six months from the date of the occurrence of the liabilityFROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, LIABILITIES, OBLIGATIONS, COSTS AND EXPENSES SUFFERED OR INCURRED IN CONNECTION WITH ANY CLAIM, ACTION, SUIT OR PROCEEDING OF ANY THIRD PARTY RELATING TO OR IN CONNECTION WITH A MATERIAL BREACH OF THIS AGREEMENT, HOWEVER, AN INDEMNIFYIG PARTY SHALL NOT BE LIABLE FOR LOSSES (AND RELATED EXPENSES) TO THE EXTENT THEY ARE FINALLY JUDICIALLY DETERMINED TO HAVE RESULTED SOLELY FROM THE WILLFUL MISCONDUCT, GROSS NEGLIGENCE, NEGLIGENT MISREPREPSATION OR A MORE CULPALCE ACT OR OMISSINS OF THE INDEMNFIED PARTY. EACH INDEMNFYING PARTY FURTHER AGREES TO REIMBURSE EACH INDEMNIIED PARTY FOR ALL REASONABLE FEES AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPENSES) AS THEY ARE INCURRED, INCLUDING EXPENSES INCURRED IN CONNECTION WITH THE INVESTIGATION OF, PREPARATION FOR OR DEFENSE OF ANY PENDING OR THREATENED CLAIM OR ANY ACTION OR PROCEEDING ARISING THEREFROM, WHETHER OR NOT SUCH INDEMNIFIED PARTY IS A PARTY, RELATING TO, ARISING FROM OR IN CONNECTION THEREWITH.

Limitation of Liability; Indemnity. (a) PARTICIPANT ACKNOWLEDGES, UNDERSTANDS ENRON AND ACCEPTS THAT ICE TRADE VAULT MAKES NO WARRANTY WHATSOEVER TO PARTICIPANT AS TO THE SYSTEM, OR THE ICE SDR SERVICE, EXPRESS OR IMPLIED, AND THAT THE SYSTEM, AND ICE SDR SERVICE ARE PROVIDED ON AN “AS IS” BASIS AT PARTICIPANT’S SOLE RISK. ICE TRADE VAULT EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABIL- ITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER ICE NOR ITS MANAGERSDIRECTORS, OFFICERS, AFFILIATESEMPLOYEES AND AGENTS SHALL, SUBSIDIARIESHAVE NO LIABILITY, SHAREHOLDERSCONTINGENT OR OTHERWISE, EMPLOYEES TO COUNTERPARTY OR AGENTS MAKE ANY WARRANTY WITH RESPECT TO, AND NO SUCH PARTY SHALL HAVE ANY LIABILITY TO PARTICIPANT (i) THIRD PARTIES FOR THE ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY, PERFORMANCE OR CONTINUED AVAILABILITY OF THE SYSTEM WEBSITE OR THE ICE SDR SERVICE FOR DELAYS OR (ii) FOR DELAYS, OMISSIONS OR INTERRUPTIONS THEREIN. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE ICE SDR SERVICE DOES NOT AND SHALL NOT SERVE AS THE PRIMARY BASIS IN NO EVENT WILL ENRON BE LIABLE FOR ANY DECISIONS MADE SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, LOSS OF PROFIT, LOSS OF DATA, LOSS OR CORRUPTION OF DATA, LOSS OF GOODWILL OR REPUTATION OR WASTED MANAGEMENT TIME) WHICH MAY BE INCURRED OR EXPERIENCED ON ACCOUNT OF COUNTERPARTY’S ENTERING INTO THIS AGREEMENT OR USING OR RELYING ON THE WEBSITE OR ANY INFORMATION ON IT, EVEN IF ENRON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY LIMITATIONS OR RESTRICTIONS ON THE LIABILITY OF EITHER PARTY IN THIS AGREEMENT SHALL ONLY APPLY TO THE EXTENT PERMITTED BY PARTICIPANT AND THAT ICE TRADE VAULT IS NOT AN ADVISOR OR FIDUCIARY OF PARTICIPANTAPPLICABLE LAW. (b) Subject to Section 6(c) of this ICE Trade Vault Agreement, Participant Counterparty shall indemnify, protect and hold harmless ICE Trade Vault, Enron and its directors, officers, affiliates, employees and agents from and against any and all losses, liabilities, judgments, suits, actions, proceedings, claims, damages, damages and costs (including attorneys’ attorney’s fees) resulting from or arising out of Counterparty’s access to and utilization of the Website including, without limitation, (i) any access or entry into any other Enron system other than the Website, (ii) any act or omission by any person obtaining access to the ICE Trade Vault Platform Website through the Passwords (other than through as defined in the fault or negligence of ICE Trade VaultPassword Application), whether or not Participant Counterparty has authorized such access, and/or (iii) any actions taken or not taken by Counterparty as a result of or based on its access to or utilization of the Website. (c) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGESNothing in this Agreement shall have the effect of limiting or restricting either party's liability arising as a result of its fraud. d) Notwithstanding the terms of Section 6(a), in the event that ICE Trade Vault is determined to be liable to Participant for any cause, Participant expressly agrees that in entering into this ICE Trade Vault Agreement, ICE Trade Vault’s aggregate liability, for all causes of action, will not exceed the total fees and other amounts (excluding any applicable taxes or duties) paid to ICE Trade Vault by Participant in the previous six months from the date of the occurrence of the liability.

Limitation of Liability; Indemnity. (a) PARTICIPANT ACKNOWLEDGESExcept for the contents of a confirmation for a Transaction entered into using the Website,information on the Website in any Talisman Offer , UNDERSTANDS ENRON AND ACCEPTS THAT ICE TRADE VAULT MAKES NO WARRANTY WHATSOEVER TO PARTICIPANT AS TO THE SYSTEM, OR THE ICE SDR SERVICE, EXPRESS OR IMPLIED, AND THAT THE SYSTEM, AND ICE SDR SERVICE ARE PROVIDED ON AN “AS IS” BASIS AT PARTICIPANT’S SOLE RISK. ICE TRADE VAULT EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABIL- ITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER ICE NOR ITS MANAGERSDIRECTORS, OFFICERS, AFFILIATESEMPLOYEES AND AGENTS, SUBSIDIARIES, SHAREHOLDERS, EMPLOYEES OR AGENTS MAKE ANY WARRANTY WITH RESPECT TO, AND NO SUCH PARTY SHALL HAVE ANY LIABILITY NO LIABILITY, CONTINGENT OR OTHERWISE, TO PARTICIPANT (i) TALISMAN OR TO THIRD PARTIES, FOR THE ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY, PERFORMANCE OR CONTINUED AVAILABILITY OF THE SYSTEM WEBSITE OR THE ICE SDR SERVICE FOR DELAYS OR (ii) FOR DELAYS, OMISSIONS OR INTERRUPTIONS THEREIN. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE ICE SDR SERVICE DOES NOT AND SHALL NOT SERVE AS THE PRIMARY BASIS IN NO EVENT WILL ENRON BE LIABLE FOR ANY DECISIONS MADE SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, LOSS OF PROFIT, LOSS OR CORRUPTION OF DATA, LOSS OF GOODWILL OR REPUTATION OR WASTED MANAGEMENT TIME) WHICH MAY BE INCURRED OR EXPERIENCED ON ACCOUNT OF TALISMAN ENTERING INTO THIS AGREEMENT OR USING OR RELYING ON THE WEBSITE OR ANY INFORMATIONON IT, ,INFORMATION ON IT, excludingany information on the Website in any Talisman offer, included in a confirmation of a Transaction displayed on the website, EVEN IF ENRON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY LIMITATIONS OR RESTRICTIONS ON THE LIABILITY OF EITHER PARTY IN THIS AGREEMENT SHALL ONLY APPLY TO THE EXTENT PERMITTED BY PARTICIPANT AND THAT ICE TRADE VAULT IS NOT AN ADVISOR OR FIDUCIARY OF PARTICIPANTAPPLICABLE LAW Notwithstanding the provisions of this Section, the Parties shall rely on confirmation displayed on the Website that a Transaction has occurred, unless objected to as provided for in this Electronic Trading Agreement, and all of the remedies provided for in the governing Master Agreements shall be available to each Party for the failure of the other to carry out its obligations under any Transaction confirmedexecuted in the manner set forth herein on the Website. (b) Subject to Section 6(c) Excluding any damages or losses incurred by ___________ resulting from the terms of this ICE Trade Vault Agreementthe Transaction entered into on the Website, Participant Talisman shall indemnify, protect protect, and hold harmless ICE Trade Vault, Enron and its directors, officers, affiliates, employees and agents from and against any and all losses, liabilities, judgments, suits, actions, proceedings, claims, damages, and costs (including attorneys’ feesattorneys’fees, but excluding indirect and consequential damages)fees) resulting from or arising out of Talisman’sinappropriate access to and utilization of the Website, including, without limitation (i) any access or entry into any other Enron system other than the Website, (ii) any act or omission by any person obtaining access to the ICE Trade Vault Platform Website through the Passwords (other than through as defined in the fault or negligence of ICE Trade VaultPassword Application), whether or not Participant Talisman has authorized such access. c, and/or (iii) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. d) Notwithstanding the terms any actions taken or not taken by Talisman as a result of Section 6(a), in the event that ICE Trade Vault is determined or based on its access to be liable to Participant for any cause, Participant expressly agrees that in entering into this ICE Trade Vault Agreement, ICE Trade Vault’s aggregate liability, for all causes of action, will not exceed the total fees and other amounts (excluding any applicable taxes or duties) paid to ICE Trade Vault by Participant in the previous six months from the date utilization of the occurrence of the liabilityWebsite.