Common use of Limitations of Liability Indemnification Clause in Contracts

Limitations of Liability Indemnification. We shall indemnify and hold you harmless against any and all third party claims that your authorized use of the Services infringes or violates any U.S. patent, copyright, trade secret or other proprietary right of any third party. We shall defend and settle, at our sole expense, all suits or proceedings arising out of the foregoing, provided that you give us prompt written notice of any such claim and provided you reasonably cooperate with us and allow us to control the defense and settlement negotiations. We shall not enter into any settlement or compromise which creates any liability or obligation (whether legal or equitable) on your part without your prior written consent. In all events you shall have the right to participate in the defense of any such suit or proceeding through counsel of your own choosing and at your expense provided that our decisions with respect to the defense and settlement negotiations shall be final. If a Service, or any portion of the Service, is held, or in our reasonable opinion is likely to be held, to infringe or violate any U.S. patent, copyright, trade secret, or other proprietary right of any third- party, we may, at our option and sole expense, perform one of the following: (a) secure for you the right to continue use of such Service; (b) replace such Service with a substantially equivalent service not subject to such claim; or (c) modify the Service so that it becomes no longer subject to such claim. Notwithstanding the foregoing, we shall have no liability for any third-party claim of infringement based upon: (i) your failure to implement any change to the Service provided by us if such infringement would have been avoided by your implementation of such change; (ii) your operation or combination of the Service with a program, data, equipment, or documentation not recommended or provided by us, if such infringement would have been avoided but for such use; or (iii) your use of the Service in a manner beyond the scope of the Service if such infringement would have been avoided but for such use. The foregoing constitutes our entire liability and your sole and exclusive remedy with respect to any third-party claims of infringement of such intellectual property rights. WE ARE NOT LIABLE AND, AS SUCH, EXPRESSLY DISCLAIM ANY AND ALL LIABILITY, FOR ANY LOSSES ARISING FROM THE USE (REGARDLESS OF WHETHER SUCH USE IS AUTHORIZED OR UNAUTHORIZED) OF YOUR SECURITY ITEMS, INCLUDING, WITHOUT LIMITATION, ANY LOSSES ARISING FROM THE THEFT OR COMPROMISE OF A SECURITY ITEM AND/OR A THIRD PARTY'S DUPLICATION AND/OR USE OF A SECURITY ITEM. EXCEPT AS OTHERWISE REQUIRED BY APPLICABLE LAW, IN NO EVENT WILL THE TOTAL COLLECTIVE LIABILITY OF CNB, CNS AND THEIR AFFILIATES AND LICENSORS, AND IAND THEIR OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AND AGENTS (COLLECTIVELY, THE "CNB PARTIES") TO YOU ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT OR ITS IMPLEMENTATION EXCEED THE GREATER OF THE TOTAL AMOUNT OF FEES PAID BY YOU TO US HEREUNDER OR FIVE HUNDRED UNITED STATES DOLLARS (US $500). EXCEPT AS OTHERWISE REQUIRED BY APPLICABLE LAW, IN NO EVENT WILL THE CNB PARTIES BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGE, OR FOR ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS RESULTING FROM INTERRUPTION OF BUSINESS, OR LOSS, USE, AND/OR MISUSE OF DATA, ARISING OUT OF THE USE, MISUSE, OR INABILITY TO USE THE SERVICES, WHETHER OR NOT WE KNOW, HAVE REASON TO KNOW, HAVE BEEN ADVISED, OR ARE OTHERWISE IN FACT AWARE OF SUCH DAMAGE. We shall be liable to you only for losses that result from our failure to exercise ordinary care or to act in good faith in providing the Services to you. Except for any and all losses arising exclusively from our failure to exercise ordinary care or to act in good faith in providing the Services to you, and except to the extent prohibited by applicable law, you agree to defend, indemnify and hold harmless CNB Parties from and against any and all losses arising out of and/or relating to your use of the Services. This indemnification obligation shall survive the expiration or earlier termination of this Agreement.

Limitations of Liability Indemnification. We shall indemnify and hold you harmless against any and all third party claims You understand that your authorized use none of Primerica Advisors, the Asset Managers nor TDAI guarantee: (1) the future performance of the Services infringes or violates Program Account; (2) any U.S. patent, copyright, trade secret or other proprietary right specific level of performance; (3) the success of any third party. We shall defend and settle, at our sole expense, all suits investment decision or proceedings arising out investment strategy used; (4) the success of the foregoing, provided that you give us prompt written notice of any such claim and provided you reasonably cooperate with us and allow us to control the defense and settlement negotiations. We shall not enter into any settlement or compromise which creates any liability or obligation (whether legal or equitable) on your part without your prior written consent. In all events you shall have the right to participate in the defense of any such suit or proceeding through counsel of your own choosing and at your expense provided that our decisions with respect to the defense and settlement negotiations shall be final. If a Service, or any portion overall management of the Service, is held, or in our reasonable opinion is likely to be held, to infringe or violate any U.S. patent, copyright, trade secret, or other proprietary right of any third- party, we may, at our option and sole expense, perform one of the following: (a) secure for you the right to continue use of such Service; (b) replace such Service with a substantially equivalent service not subject to such claimProgram Account; or (c5) modify that any particular person will provide the Service so services to be provided under this Agreement. You understand that it becomes no longer investment decisions made for your Program Account pursuant to this Agreement are subject to such claimvarious market, currency, economic, political and business risks, and that those investment decisions will not always be profitable and may subject the Program Account to overall investment losses. Notwithstanding the foregoing, we shall have no liability for any third-party claim of infringement based upon: (i) your failure to implement any change to the Service provided by us if such infringement would have been avoided by your implementation of such change; (ii) your operation or combination of the Service with a program, data, equipment, or documentation not recommended or provided by us, if such infringement would have been avoided but for such use; or (iii) your use of the Service in a manner beyond the scope of the Service if such infringement would have been avoided but for such use. The foregoing constitutes our entire liability and your sole and exclusive remedy with respect In addition to any third-party claims of infringement of such intellectual property rights. WE ARE NOT LIABLE AND, AS SUCH, EXPRESSLY DISCLAIM ANY AND ALL LIABILITY, FOR ANY LOSSES ARISING FROM THE USE (REGARDLESS OF WHETHER SUCH USE IS AUTHORIZED OR UNAUTHORIZED) OF YOUR SECURITY ITEMS, INCLUDING, WITHOUT LIMITATION, ANY LOSSES ARISING FROM THE THEFT OR COMPROMISE OF A SECURITY ITEM AND/OR A THIRD PARTY'S DUPLICATION AND/OR USE OF A SECURITY ITEM. EXCEPT AS OTHERWISE REQUIRED BY APPLICABLE LAW, IN NO EVENT WILL THE TOTAL COLLECTIVE LIABILITY OF CNB, CNS AND THEIR AFFILIATES AND LICENSORS, AND IAND THEIR OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AND AGENTS (COLLECTIVELY, THE "CNB PARTIES") TO YOU ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT OR ITS IMPLEMENTATION EXCEED THE GREATER OF THE TOTAL AMOUNT OF FEES PAID BY YOU TO US HEREUNDER OR FIVE HUNDRED UNITED STATES DOLLARS (US $500). EXCEPT AS OTHERWISE REQUIRED BY APPLICABLE LAW, IN NO EVENT WILL THE CNB PARTIES BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGE, OR FOR ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS RESULTING FROM INTERRUPTION OF BUSINESS, OR LOSS, USE, AND/OR MISUSE OF DATA, ARISING OUT OF THE USE, MISUSE, OR INABILITY TO USE THE SERVICES, WHETHER OR NOT WE KNOW, HAVE REASON TO KNOW, HAVE BEEN ADVISED, OR ARE OTHERWISE IN FACT AWARE OF SUCH DAMAGE. We shall be liable to you only for losses that result from our failure to exercise ordinary care or to act in good faith in providing the Services to you. Except for any and all losses arising exclusively from our failure to exercise ordinary care or to act in good faith in providing the Services to you, and except to the extent prohibited by other remedy available under applicable law, you agree to defendindemnify, indemnify defend and hold harmless CNB Parties each of Primerica Advisors, its affiliates, and their respective shareholders, trustees, directors, officers, employees, agents and representatives, from and against any and all losses loss, injury, claim, damage, other liability, cost or expense (including, without limitation, reasonable attorneys’ fees) (collectively, “Losses”) asserted against, or incurred or suffered by, such party arising out of and/or or relating to: (1) a breach of your obligations, covenants or representations and warranties under or in connection with this Agreement; (2) a violation of applicable law by you; (3) your gross negligence or willful misconduct; (4) any obsolete, incomplete or inaccurate information provided by you or on your behalf, or any omission that, had it been provided, would have been material to your use Investment Profile; or (5) any action taken or not taken pursuant to an express instruction from you. You agree that neither Primerica nor its Advisors shall be responsible or otherwise liable for any consequential, incidental, special or punitive damages, whether or not any of them were advised (or were otherwise aware) of the Servicespossibility of such damages. This indemnification obligation Notwithstanding the foregoing or any other provision to the contrary in this Agreement, nothing in this Agreement shall constitute a waiver of any of your rights, or relieve Primerica or its respective shareholders, trustees, directors, officers, employees and agents, from any liability under ERISA or applicable state and federal securities laws. Primerica Advisors shall each be responsible as a fiduciary under ERISA only to the extent that it has undertaken fiduciary duties under this Agreement, and you acknowledge that you retain or have assigned all other investment management responsibility. The provisions of this Section 15 shall survive the expiration or earlier termination of this Agreement.

Limitations of Liability Indemnification. We shall indemnify and hold you harmless against any and all third party claims You understand that your authorized use none of Primerica Advisors, the Asset Managers nor TDAI guarantee: (1) the future performance of the Services infringes or violates Program Account; (2) any U.S. patent, copyright, trade secret or other proprietary right specific level of performance; (3) the success of any third party. We shall defend and settle, at our sole expense, all suits investment decision or proceedings arising out investment strategy used; (4) the success of the foregoing, provided that you give us prompt written notice of any such claim and provided you reasonably cooperate with us and allow us to control the defense and settlement negotiations. We shall not enter into any settlement or compromise which creates any liability or obligation (whether legal or equitable) on your part without your prior written consent. In all events you shall have the right to participate in the defense of any such suit or proceeding through counsel of your own choosing and at your expense provided that our decisions with respect to the defense and settlement negotiations shall be final. If a Service, or any portion overall management of the Service, is held, or in our reasonable opinion is likely to be held, to infringe or violate any U.S. patent, copyright, trade secret, or other proprietary right of any third- party, we may, at our option and sole expense, perform one of the following: (a) secure for you the right to continue use of such Service; (b) replace such Service with a substantially equivalent service not subject to such claimProgram Account; or (c5) modify that any particular person will provide the Service so services to be provided under this Agreement. You understand that it becomes no longer investment decisions made for your Program Account pursuant to this Agreement are subject to such claimvarious market, currency, economic, political and business risks, and that those investment decisions will not always be profitable and may subject the Program Account to overall investment losses. Notwithstanding the foregoing, we shall have no liability for any third-party claim of infringement based upon: (i) your failure to implement any change to the Service provided by us if such infringement would have been avoided by your implementation of such change; (ii) your operation or combination of the Service with a program, data, equipment, or documentation not recommended or provided by us, if such infringement would have been avoided but for such use; or (iii) your use of the Service in a manner beyond the scope of the Service if such infringement would have been avoided but for such use. The foregoing constitutes our entire liability and your sole and exclusive remedy with respect In addition to any third-party claims of infringement of such intellectual property rights. WE ARE NOT LIABLE AND, AS SUCH, EXPRESSLY DISCLAIM ANY AND ALL LIABILITY, FOR ANY LOSSES ARISING FROM THE USE (REGARDLESS OF WHETHER SUCH USE IS AUTHORIZED OR UNAUTHORIZED) OF YOUR SECURITY ITEMS, INCLUDING, WITHOUT LIMITATION, ANY LOSSES ARISING FROM THE THEFT OR COMPROMISE OF A SECURITY ITEM AND/OR A THIRD PARTY'S DUPLICATION AND/OR USE OF A SECURITY ITEM. EXCEPT AS OTHERWISE REQUIRED BY APPLICABLE LAW, IN NO EVENT WILL THE TOTAL COLLECTIVE LIABILITY OF CNB, CNS AND THEIR AFFILIATES AND LICENSORS, AND IAND THEIR OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AND AGENTS (COLLECTIVELY, THE "CNB PARTIES") TO YOU ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT OR ITS IMPLEMENTATION EXCEED THE GREATER OF THE TOTAL AMOUNT OF FEES PAID BY YOU TO US HEREUNDER OR FIVE HUNDRED UNITED STATES DOLLARS (US $500). EXCEPT AS OTHERWISE REQUIRED BY APPLICABLE LAW, IN NO EVENT WILL THE CNB PARTIES BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGE, OR FOR ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS RESULTING FROM INTERRUPTION OF BUSINESS, OR LOSS, USE, AND/OR MISUSE OF DATA, ARISING OUT OF THE USE, MISUSE, OR INABILITY TO USE THE SERVICES, WHETHER OR NOT WE KNOW, HAVE REASON TO KNOW, HAVE BEEN ADVISED, OR ARE OTHERWISE IN FACT AWARE OF SUCH DAMAGE. We shall be liable to you only for losses that result from our failure to exercise ordinary care or to act in good faith in providing the Services to you. Except for any and all losses arising exclusively from our failure to exercise ordinary care or to act in good faith in providing the Services to you, and except to the extent prohibited by other remedy available under applicable law, you agree to defendindemnify, indemnify defend and hold harmless CNB Parties each of Primerica Advisors, its affiliates, and their respective shareholders, trustees, directors, officers, employees, agents and representatives, from and against any and all losses loss, injury, claim, damage, other liability, cost or expense (including, without limitation, reasonable attorneys’ fees) (collectively, “Losses”) asserted against, or incurred or suffered by, such party arising out of and/or or relating to: (1) a breach of your obligations, covenants or representations and warranties under or in connection with this Agreement; (2) a violation of applicable law by you; (3) your gross negligence or willful misconduct; (4) any obsolete, incomplete or inaccurate information provided by you or on your behalf, or any omission that, had it been provided, would have been material to your use Investment Profile; or (5) any action taken or not taken pursuant to an express instruction from you. You agree that neither Primerica nor its Advisors shall be responsible or otherwise liable for any consequential, incidental, special or punitive damages, whether or not any of them were advised (or were otherwise aware) of the Servicespossibility of such damages. This indemnification obligation Notwithstanding the foregoing or any other provision to the contrary in this Agreement, nothing in this Agreement shall constitute a waiver of any of your rights, or relieve Primerica or its respective shareholders, trustees, directors, officers, employees and agents, from any liability under ERISA or applicable state and federal securities laws. Primerica Advisors shall each be responsible as a fiduciary under XXXXX only to the extent that it has undertaken fiduciary duties under this Agreement, and you acknowledge that you retain or have assigned all other investment management responsibility. The provisions of this Section 15 shall survive the expiration or earlier termination of this Agreement.