Common use of Limitations of Liability and Indemnification Clause in Contracts

Limitations of Liability and Indemnification. CLIENT SHOULD NOTE THAT FEDERAL AND STATE LAWS IMPOSE LIABILITY UNDER CERTAIN CIRCUMSTANCES FOR PERSONS ACTING IN GOOD FAITH AND WITHOUT REGARD TO ANY ALLEGATION OF NEGLIGENCE OR WILLFUL MALFEASANCE. UNDER FEDERAL SECURITIES LAWS, CHELSEA OWES ITS CLIENTS A FIDUCIARY DUTY, WHICH REQUIRES CHELSEA TO DEAL FAIRLY AND ACT IN THE BEST INTEREST OF ITS CLIENTS. THIS DUTY IMPOSES ON CHELSEA, THE OBLIGATION TO RENDER DISINTERESTED AND IMPARTIAL ADVICE, TO MAKE SUITABLE RECOMMENDATIONS TO CLIENTS IN LIGHT OF THEIR NEEDS, FINANCIAL CIRCUMSTANCES, AND INVESTMENT OBJECTIVES; TO EXERCISE A HIGH DEGREE OF CARE TO ENSURE THAT ADEQUATE AND ACCURATE REPRESENTATIONS AND OTHER INFORMATION ABOUT SECURITIES ARE PRESENTED TO CLIENTS, AND TO HAVE AN ADEQUATE BASIS IN FACT FOR ITS RECOMMENDATIONS, REPRESENTATIONS, AND PROJECTIONS. NOTHING IN THIS AGREEMENT, EXPRESSED OR IMPLIED, SHALL IN ANY WAY CONSTITUTE A WAIVER OR LIMITATION OF ANY RIGHTS THAT CLIENT MAY HAVE UNDER FEDERAL OR STATE SECURITIES LAWS (OR ERISA, IF CLIENT IS A QUALIFIED PLAN UNDER ERISA) OR EXCUSE THE BREACH OF ANY FIDUCIARY DUTY LEGALLY OWED TO CLIENT. A. Client understands that there is no guarantee that Client's investment objectives will be achieved and that past performance is not a guarantee of future results. Chelsea shall not have any liability for Client's failure to inform Chelsea in a timely manner of any material change in Client's financial circumstances that might affect the manner in which Chelsea invests Client's Assets or to provide Chelsea with any material information as to Client's financial status or objectives, as Chelsea may reasonably request, or any material changes thereto. B. Client hereby agrees to indemnify and to hold Chelsea, and its respective members, partners, officers, directors, agents, employees, control persons, and affiliates harmless, to the maximum extent permitted by applicable laws, from all loss, cost, indebtedness, liability, and expense (including, without limitation, court costs and attorneys' fees and expenses) arising out of (i) any misrepresentation or omission of a material fact by Client; or (ii) Client's failure to perform Client's obligations under this Agreement. The indemnification provided in this paragraph shall survive the termination of this Agreement.

Limitations of Liability and Indemnification. CLIENT SHOULD NOTE THAT FEDERAL AND STATE LAWS IMPOSE LIABILITY UNDER CERTAIN CIRCUMSTANCES FOR PERSONS ACTING IN GOOD FAITH AND WITHOUT REGARD TO ANY ALLEGATION OF NEGLIGENCE OR WILLFUL MALFEASANCE. UNDER FEDERAL SECURITIES LAWS(a) With regard to any and all damages, CHELSEA OWES ITS CLIENTS A FIDUCIARY DUTYfines, WHICH REQUIRES CHELSEA TO DEAL FAIRLY AND ACT IN THE BEST INTEREST OF ITS CLIENTS. THIS DUTY IMPOSES ON CHELSEApenalties, THE OBLIGATION TO RENDER DISINTERESTED AND IMPARTIAL ADVICEdeficiencies, TO MAKE SUITABLE RECOMMENDATIONS TO CLIENTS IN LIGHT OF THEIR NEEDSlosses, FINANCIAL CIRCUMSTANCESliabilities (including settlements and judgments) and expenses (including interest, AND INVESTMENT OBJECTIVES; TO EXERCISE A HIGH DEGREE OF CARE TO ENSURE THAT ADEQUATE AND ACCURATE REPRESENTATIONS AND OTHER INFORMATION ABOUT SECURITIES ARE PRESENTED TO CLIENTScourt costs, AND TO HAVE AN ADEQUATE BASIS IN FACT FOR ITS RECOMMENDATIONSreasonable fees and expenses of attorneys, REPRESENTATIONS, AND PROJECTIONS. NOTHING IN THIS AGREEMENT, EXPRESSED OR IMPLIED, SHALL IN ANY WAY CONSTITUTE A WAIVER OR LIMITATION OF ANY RIGHTS THAT CLIENT MAY HAVE UNDER FEDERAL OR STATE SECURITIES LAWS (OR ERISA, IF CLIENT IS A QUALIFIED PLAN UNDER ERISA) OR EXCUSE THE BREACH OF ANY FIDUCIARY DUTY LEGALLY OWED TO CLIENT. A. Client understands that there is no guarantee that Client's investment objectives will be achieved accountants and that past performance is not a guarantee other experts and professionals or other reasonable fees and expenses of future results. Chelsea shall not have any liability for Client's failure to inform Chelsea in a timely manner litigation or other proceedings or of any material change in Client's financial circumstances that might affect the manner in which Chelsea invests Client's Assets claim, default or to provide Chelsea with any material information as to Client's financial status or objectivesassessment) (collectively, as Chelsea may reasonably request, or any material changes thereto. B. Client hereby agrees to indemnify and to hold Chelsea, and its respective members, partners, officers, directors, agents, employees, control persons, and affiliates harmless, to the maximum extent permitted by applicable laws, from all loss, cost, indebtedness, liability, and expense (including, without limitation, court costs and attorneys' fees and expenses“Losses”) arising out of (i) any misrepresentation or omission a breach of a material fact by Client; or (ii) Client's failure to perform Client's Service Provider’s obligations in connection with the provision of Services under this Agreement, other than Losses arising as a result of the fraud or willful misconduct of Service Provider, Service Provider’s sole liability for such Losses shall be to use reasonable commercial efforts to re-perform such services. Service Provider agrees to indemnify, defend and hold harmless Client and its Affiliates and their respective directors, officers, employees and agents as a result of the fraud or willful misconduct of Service Provider. Client shall promptly advise Service Provider of any such breach of which it becomes aware. (b) EXCEPT FOR ITS OBLIGATION TO COMPLY WITH SUBSECTION (a) ABOVE, SERVICE PROVIDER SHALL NOT BE LIABLE FOR ANY LOSSES IN CONNECTION WITH THIS AGREEMENT. CLIENT AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS SERVICE PROVIDER AND ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS (“INDEMNIFIED PERSONS”) FROM ANY CLAIMS ASSERTED, OR ASSOCIATED LOSSES, BY OR ON BEHALF OF THIRD PARTIES OR WHICH RESULT FROM GOVERNMENTAL ACTION. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, IN NO EVENT SHALL A PARTY OR ITS AFFILIATES OR AGENTS BE LIABLE TO ANY INDEMNIFIED PERSON FOR LOSS OF PROFITS, LOSS OF BUSINESS, OR LOSS OF DATA, OR FOR ANY PUNITIVE, SPECIAL, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL OR OTHER INDIRECT DAMAGES, IN CONNECTION WITH THIS AGREEMENT UNLESS SUCH DAMAGES ARE AWARDED AND REQUIRED TO BE PAID BY AN INDEMNIFIED PERSON TO A THIRD PARTY PURSUANT TO AN ORDER OF A GOVERNMENTAL AUTHORITY. (c) The indemnification provided party required to indemnify pursuant to this Article (the “Indemnitor”), upon demand by a party (“Indemnitee”), at Indemnitor’s sole cost and expense, shall resist or defend such Claim (in this paragraph the Indemnitee’s name, if necessary), using such attorneys as the Indemnitee shall survive approve, which approval shall not be unreasonably withheld. If, in the termination Indemnitee’s reasonable opinion, there exists a conflict of this Agreementinterest which would make it inadvisable to be represented by counsel for the Indemnitor, the Indemnitor and the Indemnitee shall jointly select acceptable attorneys, and the Indemnitor shall pay the reasonable fees and disbursements of such attorneys.

Limitations of Liability and Indemnification. CLIENT SHOULD NOTE THAT FEDERAL AND STATE LAWS IMPOSE LIABILITY UNDER CERTAIN CIRCUMSTANCES FOR PERSONS ACTING IN GOOD FAITH AND WITHOUT REGARD TO ANY ALLEGATION OF NEGLIGENCE OR WILLFUL MALFEASANCE. UNDER FEDERAL SECURITIES LAWS, CHELSEA OWES ITS CLIENTS A FIDUCIARY DUTY, WHICH REQUIRES CHELSEA TO DEAL FAIRLY AND ACT IN THE BEST INTEREST OF ITS CLIENTS. THIS DUTY IMPOSES ON CHELSEA, THE OBLIGATION TO RENDER DISINTERESTED AND IMPARTIAL ADVICE, TO MAKE SUITABLE RECOMMENDATIONS TO CLIENTS IN LIGHT OF THEIR NEEDS, FINANCIAL CIRCUMSTANCES, AND INVESTMENT OBJECTIVES; TO EXERCISE A HIGH DEGREE OF CARE TO ENSURE THAT ADEQUATE AND ACCURATE REPRESENTATIONS AND OTHER INFORMATION ABOUT SECURITIES ARE PRESENTED TO CLIENTS, AND TO HAVE AN ADEQUATE BASIS IN FACT FOR ITS RECOMMENDATIONS, REPRESENTATIONS, AND PROJECTIONS. NOTHING IN THIS AGREEMENT, EXPRESSED OR IMPLIED, SHALL IN ANY WAY CONSTITUTE A WAIVER OR LIMITATION OF ANY RIGHTS THAT CLIENT MAY HAVE UNDER FEDERAL OR STATE SECURITIES LAWS (OR ERISA, IF CLIENT IS A QUALIFIED PLAN UNDER ERISA) OR EXCUSE THE BREACH OF ANY FIDUCIARY DUTY LEGALLY OWED TO CLIENT. A. Client understands that there is no guarantee that Client's investment objectives will be achieved and that past performance is not a guarantee of future results. Chelsea Xxxxxxx shall not have any liability for Client's failure to inform Chelsea Xxxxxxx in a timely manner of any material change in Client's financial circumstances that might affect the manner in which Chelsea Xxxxxxx invests Client's Assets or to provide Chelsea Xxxxxxx with any material information as to Client's financial status or objectives, as Chelsea Xxxxxxx may reasonably request, or any material changes thereto. B. Client hereby agrees to indemnify and to hold ChelseaXxxxxxx, and its respective members, partners, officers, directors, agents, employees, control persons, affiliates and affiliates custodian harmless, to the maximum extent permitted by applicable laws, from all loss, cost, indebtedness, liability, and expense (including, without limitation, court costs and attorneys' fees and expenses) arising out of (i) any misrepresentation or omission of a material fact by Client; or (ii) Client's failure to perform Client's obligations under this Agreement. The indemnification provided in this paragraph shall survive the termination of this Agreement.

Limitations of Liability and Indemnification. CLIENT SHOULD NOTE THAT FEDERAL AND STATE LAWS IMPOSE LIABILITY UNDER CERTAIN CIRCUMSTANCES FOR PERSONS ACTING IN GOOD FAITH AND WITHOUT REGARD TO ANY ALLEGATION OF NEGLIGENCE OR WILLFUL MALFEASANCE. UNDER FEDERAL SECURITIES LAWSTSSB RULES AND REGULATIONSRegulations, CHELSEA GBM WEALTH MANAGEMENT OWES ITS CLIENTS A FIDUCIARY DUTY, WHICH REQUIRES CHELSEA GBM WEALTH MANAGEMENT TO DEAL FAIRLY AND ACT IN THE BEST INTEREST OF ITS CLIENTS. THIS DUTY IMPOSES ON CHELSEATHE SPONSOR, THE OBLIGATION TO RENDER DISINTERESTED AND IMPARTIAL ADVICE, TO MAKE SUITABLE RECOMMENDATIONS TO CLIENTS IN LIGHT OF THEIR NEEDS, FINANCIAL CIRCUMSTANCES, CIRCUMSTANCES AND INVESTMENT OBJECTIVES; TO EXERCISE A HIGH DEGREE OF CARE TO ENSURE THAT ADEQUATE AND ACCURATE REPRESENTATIONS AND OTHER INFORMATION ABOUT SECURITIES ARE PRESENTED TO CLIENTS, AND TO HAVE AN ADEQUATE BASIS IN FACT FOR ITS RECOMMENDATIONS, REPRESENTATIONS, REPRESENTATIONS AND PROJECTIONS. NOTHING IN THIS AGREEMENT, EXPRESSED OR IMPLIED, SHALL IN ANY WAY CONSTITUTE A WAIVER OR LIMITATION OF ANY RIGHTS THAT CLIENT MAY HAVE UNDER FEDERAL OR STATE SECURITIES LAWS (OR ERISA, IF CLIENT IS A QUALIFIED PLAN UNDER ERISA) OR EXCUSE THE BREACH OF ANY FIDUCIARY DUTY DUTY, LEGALLY OWED TO CLIENT. A. Client understands that there is no guarantee that Client's investment objectives will be achieved achieved, and that past performance is not a guarantee of future results. Chelsea GBM Wealth Management shall not have any liability for Client's failure to inform Chelsea GBM Wealth Management in a timely manner of any material change in Client's financial circumstances that might affect the manner in which Chelsea invests Client's Assets are invested, or to provide Chelsea GBM Wealth Management with any material information as to Client's financial status or objectives, objectives as Chelsea GBM Wealth Management may reasonably request, or any material changes thereto. B. Client hereby agrees to indemnify and to hold ChelseaGBM Wealth Management, its Affiliates, and its their respective members, partners, officers, directors, agents, employees, control persons, and affiliates harmless, to the maximum extent permitted by applicable laws, from all loss, cost, indebtedness, liability, and expense (including, without limitation, court costs and attorneys' fees and expenses) arising out of (i) any misrepresentation or omission of a material fact by Client; , or (ii) Client's failure to perform Client's obligations under this Agreement. The indemnification provided in this paragraph shall survive the termination of this Agreement.

Limitations of Liability and Indemnification. CLIENT SHOULD NOTE THAT FEDERAL AND STATE LAWS IMPOSE LIABILITY UNDER CERTAIN CIRCUMSTANCES FOR PERSONS ACTING IN GOOD FAITH AND WITHOUT REGARD TO ANY ALLEGATION OF NEGLIGENCE OR WILLFUL MALFEASANCE. UNDER FEDERAL SECURITIES LAWSSEC RULES AND REGULATIONS, CHELSEA GBM WEALTH MANAGEMENT OWES ITS CLIENTS A FIDUCIARY DUTY, WHICH REQUIRES CHELSEA GBM WEALTH MANAGEMENT TO DEAL FAIRLY AND ACT IN THE BEST INTEREST OF ITS CLIENTS. THIS DUTY IMPOSES ON CHELSEATHE SPONSOR, THE OBLIGATION TO RENDER DISINTERESTED AND IMPARTIAL ADVICE, TO MAKE SUITABLE RECOMMENDATIONS TO CLIENTS IN LIGHT OF THEIR NEEDS, FINANCIAL CIRCUMSTANCES, CIRCUMSTANCES AND INVESTMENT OBJECTIVES; TO EXERCISE A HIGH DEGREE OF CARE TO ENSURE THAT ADEQUATE AND ACCURATE REPRESENTATIONS AND OTHER INFORMATION ABOUT SECURITIES ARE PRESENTED TO CLIENTS, AND TO HAVE AN ADEQUATE BASIS IN FACT FOR ITS RECOMMENDATIONS, REPRESENTATIONS, REPRESENTATIONS AND PROJECTIONS. NOTHING IN THIS AGREEMENT, EXPRESSED OR IMPLIED, SHALL IN ANY WAY CONSTITUTE A WAIVER OR LIMITATION OF ANY RIGHTS THAT CLIENT MAY HAVE UNDER FEDERAL OR STATE SECURITIES LAWS (OR ERISA, IF CLIENT IS A QUALIFIED PLAN UNDER ERISA) OR EXCUSE THE BREACH OF ANY FIDUCIARY DUTY DUTY, LEGALLY OWED TO CLIENT. A. Client understands that there is no guarantee that Client's investment objectives will be achieved achieved, and that past performance is not a guarantee of future results. Chelsea GBM Wealth Management shall not have any liability for Client's failure to inform Chelsea GBM Wealth Management in a timely manner of any material change in Client's financial circumstances that might affect the manner in which Chelsea invests Client's Assets are invested, or to provide Chelsea GBM Wealth Management with any material information as to Client's financial status or objectives, objectives as Chelsea GBM Wealth Management may reasonably request, or any material changes thereto. B. Client hereby agrees to indemnify and to hold ChelseaGBM Wealth Management, its Affiliates, and its their respective members, partners, officers, directors, agents, employees, control persons, and affiliates harmless, to the maximum extent permitted by applicable laws, from all loss, cost, indebtedness, liability, and expense (including, without limitation, court costs and attorneys' fees and expenses) arising out of (i) any misrepresentation or omission of a material fact by Client; , or (ii) Client's failure to perform Client's obligations under this Agreement. The indemnification provided in this paragraph shall survive the termination of this Agreement.

Limitations of Liability and Indemnification. CLIENT SHOULD NOTE THAT FEDERAL AND STATE LAWS IMPOSE LIABILITY UNDER CERTAIN CIRCUMSTANCES FOR PERSONS ACTING IN GOOD FAITH AND WITHOUT REGARD TO ANY ALLEGATION OF NEGLIGENCE OR WILLFUL MALFEASANCE. UNDER FEDERAL SECURITIES LAWS, CHELSEA COMPASS FINANCIAL OWES ITS CLIENTS A FIDUCIARY DUTY, WHICH REQUIRES CHELSEA COMPASS FINANCIAL TO DEAL FAIRLY AND TO ACT IN THE BEST INTEREST OF ITS CLIENTS. THIS DUTY IMPOSES ON CHELSEACOMPASS FINANCIAL, THE OBLIGATION TO RENDER DISINTERESTED AND IMPARTIAL ADVICE, TO MAKE SUITABLE RECOMMENDATIONS TO CLIENTS IN LIGHT OF THEIR NEEDS, FINANCIAL CIRCUMSTANCES, CIRCUMSTANCES AND INVESTMENT OBJECTIVES; TO EXERCISE A HIGH DEGREE OF CARE TO ENSURE THAT ADEQUATE AND ACCURATE REPRESENTATIONS AND OTHER INFORMATION ABOUT SECURITIES ARE PRESENTED TO CLIENTS, AND TO HAVE AN ADEQUATE BASIS IN FACT FOR ITS RECOMMENDATIONS, REPRESENTATIONS, REPRESENTATIONS AND PROJECTIONS. NOTHING IN THIS AGREEMENT, EXPRESSED OR IMPLIED, SHALL IN ANY WAY CONSTITUTE A WAIVER OR LIMITATION OF ANY RIGHTS THAT CLIENT MAY HAVE UNDER FEDERAL OR STATE SECURITIES LAWS (OR ERISA, IF CLIENT IS A QUALIFIED PLAN UNDER ERISA) OR EXCUSE THE BREACH OF ANY FIDUCIARY DUTY LEGALLY OWED TO CLIENT. A. Client understands that there is no guarantee that Client's investment objectives will be achieved and that past performance is not a guarantee of future results. Chelsea Compass Financial shall not have any liability for Client's failure to inform Chelsea Compass Financial in a timely manner of any material change in Client's financial circumstances that might affect the manner in which Chelsea invests Client's Assets are invested, or to provide Chelsea Compass Financial with any material information as to Client's financial status or objectives, objectives as Chelsea Compass Financial may reasonably request, or any material changes thereto. B. Client hereby agrees to indemnify and to hold ChelseaCompass Financial, and its respective members, partners, officers, directors, agents, employees, control persons, and affiliates harmless, to the maximum extent permitted by applicable laws, from all loss, cost, indebtedness, liability, and expense (including, without limitation, court costs and attorneys' fees and expenses) arising out of (i) any misrepresentation or omission of a material fact by Client; or (ii) Client's failure to perform Client's obligations under this Agreement. The indemnification provided in this paragraph shall survive the termination of this Agreement.

Limitations of Liability and Indemnification. Client should note that Federal and state laws impose liability under certain circumstances for persons acting in good faith, and without regards to any allegation of negligence or willful malfeasance. Under Federal securities laws, Advisor owes its clients a fiduciary duty, which requires Advisor to deal fairly, and to act in the best interest of its clients. This duty imposes on Advisor the obligation to (i) render disinterested and impartial advice; (ii) to make suitable recommendations to clients in light of their financial needs, circumstances, and investment objectives; and (iii) have adequate basis in fact for its recommendations, representations and projections. Nothing in this Agreement, express or implied, shall in any way constitute a waiver or limitation of any rights that Client may have under Federal or state securities laws (or ERISA, if Client is a qualified plan under ERISA), or excuse the breach of any fiduciary duty legally owned to Client. CLIENT SHOULD NOTE THAT FEDERAL AND STATE LAWS IMPOSE LIABILITY UNDER CERTAIN CIRCUMSTANCES FOR PERSONS ACTING IN GOOD FAITH AND WITHOUT REGARD TO ANY ALLEGATION OF NEGLIGENCE OR WILLFUL MALFEASANCE. UNDER FEDERAL SECURITIES LAWS, CHELSEA VANN EQUITY MANAGEMENT OWES ITS CLIENTS A FIDUCIARY DUTY, WHICH REQUIRES CHELSEA XXXX EQUITY MANAGEMENT TO DEAL FAIRLY AND TO ACT IN THE BEST INTEREST OF ITS CLIENTS. THIS DUTY IMPOSES ON CHELSEAXXXX EQUITY MANAGEMENT, THE OBLIGATION TO RENDER DISINTERESTED AND IMPARTIAL ADVICE, ; TO MAKE SUITABLE RECOMMENDATIONS TO CLIENTS IN LIGHT OF THEIR NEEDS, FINANCIAL CIRCUMSTANCES, AND INVESTMENT OBJECTIVES; TO EXERCISE A HIGH DEGREE OF CARE TO ENSURE THAT ADEQUATE AND ACCURATE REPRESENTATIONS AND OTHER INFORMATION ABOUT SECURITIES ARE PRESENTED TO CLIENTS, ; AND TO HAVE AN ADEQUATE BASIS IN FACT FOR ITS RECOMMENDATIONS, REPRESENTATIONS, AND PROJECTIONS. NOTHING IN THIS AGREEMENT, EXPRESSED OR IMPLIED, SHALL IN ANY WAY CONSTITUTE A WAIVER OR LIMITATION OF ANY RIGHTS THAT CLIENT MAY HAVE UNDER FEDERAL OR STATE SECURITIES LAWS (OR ERISA, IF CLIENT IS A QUALIFIED PLAN UNDER ERISA) OR EXCUSE THE BREACH OF ANY FIDUCIARY DUTY LEGALLY OWED TO CLIENT. A. Client understands that there is no guarantee that Client's investment objectives will be achieved achieved, and that past performance is not a guarantee of future results. Chelsea Xxxx Equity Management shall not have any liability for Client's failure to inform Chelsea Xxxx Equity Management in a timely manner of any material change in Client's financial circumstances that might affect the manner in which Chelsea Xxxx Equity Management invests Client's Assets or to provide Chelsea Xxxx Equity Management with any material information as to Client's financial status or objectives, as Chelsea Xxxx Equity Management may reasonably request, or any material changes thereto. B. Client hereby agrees to indemnify and to hold Chelsea, Xxxx Equity Management and its respective members, partners, officers, directors, agents, employees, control persons, and affiliates harmless, to the maximum extent permitted by applicable laws, from all loss, cost, indebtedness, liability, and expense (including, without limitation, court costs and attorneys' fees and expenses) arising out of (i) any misrepresentation or omission of a material fact by Client; or (ii) Client's failure to perform Client's obligations under this Agreement. The indemnification provided in this paragraph shall survive the termination of this Agreement.

Limitations of Liability and Indemnification. Client should note that Federal and state laws impose liability under certain circumstances for persons acting in good faith, and without regards to any allegation of negligence or willful malfeasance. Under Federal securities laws, Advisor owes its clients a fiduciary duty, which requires Advisor to deal fairly, and to act in the best interest of its clients. This duty imposes on Advisor the obligation to (i) render disinterested and impartial advice; (ii) to make suitable recommendations to clients in light of their financial needs, circumstances, and investment objectives; and (iii) have adequate basis in fact for its recommendations, representations and projections. Nothing in this Agreement, express or implied, shall in any way constitute a waiver or limitation of any rights that Client may have under Federal or state securities laws (or ERISA, if Client is a qualified plan under ERISA), or excuse the breach of any fiduciary duty legally owned to Client. CLIENT SHOULD NOTE THAT FEDERAL AND STATE LAWS IMPOSE LIABILITY UNDER CERTAIN CIRCUMSTANCES FOR PERSONS ACTING IN GOOD FAITH AND WITHOUT REGARD TO ANY ALLEGATION OF NEGLIGENCE OR WILLFUL MALFEASANCE. UNDER FEDERAL SECURITIES LAWS, CHELSEA VANN EQUITY MANAGEMENT OWES ITS CLIENTS A FIDUCIARY DUTY, WHICH REQUIRES CHELSEA XXXX EQUITY MANAGEMENT TO DEAL FAIRLY AND TO ACT IN THE BEST INTEREST OF ITS CLIENTS. THIS DUTY IMPOSES ON CHELSEAXXXX EQUITY MANAGEMENT, THE OBLIGATION TO RENDER DISINTERESTED AND IMPARTIAL ADVICE, ; TO MAKE SUITABLE RECOMMENDATIONS TO CLIENTS IN LIGHT OF THEIR NEEDS, FINANCIAL CIRCUMSTANCES, AND INVESTMENT OBJECTIVES; TO EXERCISE A HIGH DEGREE OF CARE TO ENSURE THAT ADEQUATE AND ACCURATE REPRESENTATIONS AND OTHER INFORMATION ABOUT SECURITIES ARE PRESENTED TO CLIENTS, ; AND TO HAVE AN ADEQUATE BASIS IN FACT FOR ITS RECOMMENDATIONS, REPRESENTATIONS, AND PROJECTIONS. NOTHING IN THIS AGREEMENT, EXPRESSED OR IMPLIED, SHALL IN ANY WAY CONSTITUTE A WAIVER OR LIMITATION OF ANY RIGHTS THAT CLIENT MAY HAVE UNDER FEDERAL OR STATE SECURITIES LAWS (OR ERISA, IF CLIENT IS A QUALIFIED PLAN UNDER ERISA) OR EXCUSE THE BREACH OF ANY FIDUCIARY DUTY LEGALLY OWED TO CLIENT. A. Client understands that there is no guarantee that Client's investment objectives will be achieved and that past performance is not a guarantee of future results. Chelsea shall not have any liability for Client's failure to inform Chelsea in a timely manner of any material change in Client's financial circumstances that might affect the manner in which Chelsea invests Client's Assets or to provide Chelsea with any material information as to Client's financial status or objectives, as Chelsea may reasonably request, or any material changes thereto. B. Client hereby agrees to indemnify and to hold Chelsea, and its respective members, partners, officers, directors, agents, employees, control persons, and affiliates harmless, to the maximum extent permitted by applicable laws, from all loss, cost, indebtedness, liability, and expense (including, without limitation, court costs and attorneys' fees and expenses) arising out of (i) any misrepresentation or omission of a material fact by Client; or (ii) Client's failure to perform Client's obligations under this Agreement. The indemnification provided in this paragraph shall survive the termination of this Agreement.

Limitations of Liability and Indemnification. CLIENT SHOULD NOTE USE OF TRACK PRODUCTS IS AT SUBSCRIBER’S SOLE RISK. EQUIPMENTSHARE EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR SUBSCRIBER’S USE OF TRACK PRODUCTS OR FOR ANY LOSS, DAMAGE, OR INJURY TO SUBSCRIBER OR THIRD PARTIES THAT FEDERAL MAY RESULT FROM SUBSCRIBER’S USE OF TRACK PRODUCTS, SUBSCRIBER’S INABILITY TO ACCESS TRACK DUE TO TECHNICAL OR OTHER REASONS, OR THE TERMINATION OR SUSPENSION OF SUBSCRIBER’S ABILITY TO USE OR ACCESS TRACK INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, AND/OR CONSEQUENTIAL DAMAGES, LOSS OF BUSINESS OR PROFITS, REGARDLESS OF LEGAL THEORY, EVEN IF SUBSCRIBER HAS DIRECTLY ADVISED EQUIPMENTSHARE OF THE POSSIBILITY OF SUCH LOSSES, DAMAGES, OR INJURIES. SOME STATES AND STATE LAWS IMPOSE LIABILITY UNDER CERTAIN CIRCUMSTANCES FOR PERSONS ACTING IN GOOD FAITH AND WITHOUT REGARD TO ANY ALLEGATION OF NEGLIGENCE OR WILLFUL MALFEASANCE. UNDER FEDERAL SECURITIES LAWS, CHELSEA OWES ITS CLIENTS A FIDUCIARY DUTY, WHICH REQUIRES CHELSEA TO DEAL FAIRLY AND ACT IN JURISDICTIONS DO NOT ALLOW THE BEST INTEREST OF ITS CLIENTS. THIS DUTY IMPOSES ON CHELSEA, THE OBLIGATION TO RENDER DISINTERESTED AND IMPARTIAL ADVICE, TO MAKE SUITABLE RECOMMENDATIONS TO CLIENTS IN LIGHT OF THEIR NEEDS, FINANCIAL CIRCUMSTANCES, AND INVESTMENT OBJECTIVES; TO EXERCISE A HIGH DEGREE OF CARE TO ENSURE THAT ADEQUATE AND ACCURATE REPRESENTATIONS AND OTHER INFORMATION ABOUT SECURITIES ARE PRESENTED TO CLIENTS, AND TO HAVE AN ADEQUATE BASIS IN FACT FOR ITS RECOMMENDATIONS, REPRESENTATIONS, AND PROJECTIONS. NOTHING IN THIS AGREEMENT, EXPRESSED OR IMPLIED, SHALL IN ANY WAY CONSTITUTE A WAIVER EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. TO THE GREATEST EXTENT PERMITTED BY LAW, SUBSCRIBER WILL INDEMNIFY, DEFEND AND HOLD HARMLESS EQUIPMENTSHARE AND ITS AFFILIATES, DIRECTORS, EMPLOYEES, INVESTORS, AND ASSIGNS (THE “INDEMNITEES”) FROM ALL CLAIMS, DEMANDS, LOSSES, COSTS, DAMAGES, LIABILITIES, SETTLEMENTS, JUDGMENTS, AWARDS, CAUSES OF ACTIONS, FINES, OR PENALTIES (INCLUDING WITHOUT LIMITATION, EXPERT AND ATTORNEYS’ FEES) DIRECTLY OR INDIRECTLY ARISING OUT OF SUBSCRIBER’S TRACK SUBSCRIPTION(S). THIS PROVISION SHALL SURVIVE COMPLETION OF ANY RIGHTS THAT CLIENT MAY HAVE UNDER FEDERAL SUBSCRIPTION TERM AND SHALL CONTINUE IN EFFECT NOTWITHSTANDING THE TERMINATION OR STATE SECURITIES LAWS (OR ERISA, IF CLIENT IS A QUALIFIED PLAN UNDER ERISA) OR EXCUSE THE BREACH OF ANY FIDUCIARY DUTY LEGALLY OWED TO CLIENTAGREEMENTS BETWEEN OR AMONG INDEMNITEES AND SUBSCRIBER. A. Client understands that there is no guarantee that Client's investment objectives will be achieved and that past performance is not a guarantee of future results. Chelsea shall not have any liability for Client's failure to inform Chelsea in a timely manner of any material change in Client's financial circumstances that might affect the manner in which Chelsea invests Client's Assets or to provide Chelsea with any material information as to Client's financial status or objectives, as Chelsea may reasonably request, or any material changes thereto. B. Client hereby agrees to indemnify and to hold Chelsea, and its respective members, partners, officers, directors, agents, employees, control persons, and affiliates harmless, to the maximum extent permitted by applicable laws, from all loss, cost, indebtedness, liability, and expense (including, without limitation, court costs and attorneys' fees and expenses) arising out of (i) any misrepresentation or omission of a material fact by Client; or (ii) Client's failure to perform Client's obligations under this Agreement. The indemnification provided in this paragraph shall survive the termination of this Agreement.

Limitations of Liability and Indemnification. CLIENT SHOULD NOTE THAT FEDERAL AND STATE LAWS IMPOSE LIABILITY UNDER CERTAIN CIRCUMSTANCES FOR PERSONS ACTING IN GOOD FAITH AND WITHOUT REGARD TO ANY ALLEGATION OF NEGLIGENCE OR WILLFUL MALFEASANCE. UNDER FEDERAL SECURITIES LAWSTSSB RULES AND REGULATIONS, CHELSEA GBM WEALTH MANAGEMENT OWES ITS CLIENTS A FIDUCIARY DUTY, WHICH REQUIRES CHELSEA GBM WEALTH MANAGEMENT TO DEAL FAIRLY AND ACT IN THE BEST INTEREST OF ITS CLIENTS. THIS DUTY IMPOSES ON CHELSEATHE SPONSOR, THE OBLIGATION TO RENDER DISINTERESTED AND IMPARTIAL ADVICE, TO MAKE SUITABLE RECOMMENDATIONS TO CLIENTS IN LIGHT OF THEIR NEEDS, FINANCIAL CIRCUMSTANCES, CIRCUMSTANCES AND INVESTMENT OBJECTIVES; TO EXERCISE A HIGH DEGREE OF CARE TO ENSURE THAT ADEQUATE AND ACCURATE REPRESENTATIONS AND OTHER INFORMATION ABOUT SECURITIES ARE PRESENTED TO CLIENTS, AND TO HAVE AN ADEQUATE BASIS IN FACT FOR ITS RECOMMENDATIONS, REPRESENTATIONS, REPRESENTATIONS AND PROJECTIONS. NOTHING IN THIS AGREEMENT, EXPRESSED OR IMPLIED, SHALL IN ANY WAY CONSTITUTE A WAIVER OR LIMITATION OF ANY RIGHTS THAT CLIENT MAY HAVE UNDER FEDERAL OR STATE SECURITIES LAWS (OR ERISA, IF CLIENT IS A QUALIFIED PLAN UNDER ERISA) OR EXCUSE THE BREACH OF ANY FIDUCIARY DUTY DUTY, LEGALLY OWED TO CLIENT. A. Client understands that there is no guarantee that Client's investment objectives will be achieved achieved, and that past performance is not a guarantee of future results. Chelsea GBM Wealth Management shall not have any liability for Client's failure to inform Chelsea GBM Wealth Management in a timely manner of any material change in Client's financial circumstances that might affect the manner in which Chelsea invests Client's Assets are invested, or to provide Chelsea GBM Wealth Management with any material information as to Client's financial status or objectives, objectives as Chelsea GBM Wealth Management may reasonably request, or any material changes thereto. B. Client hereby agrees to indemnify and to hold ChelseaGBM Wealth Management, its Affiliates, and its their respective members, partners, officers, directors, agents, employees, control persons, and affiliates harmless, to the maximum extent permitted by applicable laws, from all loss, cost, indebtedness, liability, and expense (including, without limitation, court costs and attorneys' fees and expenses) arising out of (i) any misrepresentation or omission of a material fact by Client; , or (ii) Client's failure to perform Client's obligations under this Agreement. The indemnification provided in this paragraph shall survive the termination of this Agreement.