Common use of Limitations of Liability Indemnity Clause in Contracts

Limitations of Liability Indemnity. (a) You shall defend, indemnify and save us harmless of and from any loss, liability, claim, damage or expense (whether or not involving a third-party claim), including reasonable legal fees and disbursements (collectively, “Damages”) suffered by, imposed upon or asserted against us or any of our Indemnified Parties (as defined in paragraph (e) below) as a result of, in respect of, connected with, or arising out of, under, or pursuant to any failure by you to perform or fulfill any of your obligations under this Agreement or any incorrectness in, or breach of, any representation or warranty given by you contained in this Agreement. (b) Neither we nor any of our Indemnified Parties will in any event be liable for any Damages whatsoever arising to you (including, if applicable, any client accounts) from: (i) their good faith compliance with applicable Regulatory Requirements; (ii) the tax, accounting, legal or other consequences of any Omega and/or Lynx transaction effected by you; or (iii) the suitability or unsuitability of any Omega and/or Lynx transaction effected by you. (c) Neither we nor any of our Indemnified Parties shall be liable for any Damages arising from any failure of Omega and/or Lynx hardware or software except if and to the extent that such is caused by our gross negligence or wilful misconduct, for which we will, subject to subsections 1(b) and 11(b) above and subsection 11(d) below, be liable for up to (but in no event in excess of, in the aggregate) the net amount paid by you to us under this Agreement for the 12 calendar months immediately preceding the date of the failure in question. (d) IN NO CIRCUMSTANCES WILL WE OR ANY OF OUR INDEMNIFIED PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF OPPORTUNITY AND LOSS OF USE) RESULTING FROM OR ARISING OUT OF THE PROVISION OF ACCESS TO OMEGA AND/OR LYNX OR ARISING OUT OF ANY FAILURE, BREACH OR NEGLIGENCE BY ANY OF THEM, REGARDLESS OF WHETHER SUCH DAMAGES COULD HAVE BEEN FORESEEN OR PREVENTED. (e) We will act as agent in holding the rights under this Section 11 for our Indemnified Parties but shall be entitled to agree to amendments or modifications of the foregoing without their consent. For the purposes of this Section 11, “Indemnified Parties” means our shareholders, directors, officers, employees, contractors, service providers, partners, agents and representatives. (f) The provisions of this Section 11 shall survive any termination of this Agreement.

Limitations of Liability Indemnity. (a) You Subject to subsections (b) and (c) below, we, on the one hand, and you, on the other hand (each being an “Indemnifying Party”), shall defend, indemnify and save us the other (together with their or its shareholders, directors, officers, employees, agents, representatives and independent contractors, the “Indemnified Party”) harmless of and from any loss, liability, claim, damage or expense (whether or not involving a third-party claim), including reasonable legal fees and disbursements (collectively, “Damages”) ), suffered by, imposed upon or asserted against us or any of our the Indemnified Parties (as defined in paragraph (e) below) Party as a result of, in respect of, connected with, or arising out of, under, or pursuant to any failure by you the Indemnifying Party to perform or fulfill any of your its obligations under this Agreement Agreement, or any incorrectness in, or any breach of, any representation or warranty given by you the Indemnifying Party contained in this Agreement. (b) Neither we nor any of our Indemnified Parties will in any event be liable for any Damages whatsoever arising to you (including, if applicable, any client accounts) from: (i) their good faith compliance with applicable Regulatory Requirements; (ii) the tax, accounting, legal or other consequences of any Omega and/or Lynx transaction effected by you; or (iii) the suitability or unsuitability of any Omega and/or Lynx transaction effected by you. (c) Neither we nor any of our Indemnified Parties shall be liable for any Damages arising from any failure of Omega and/or Lynx hardware or software except if and to the extent that such is caused by our gross negligence or wilful misconduct, for which we will, subject to subsections 1(b) and 11(b) above and subsection 11(d) below, be liable for up to (but in no event in excess of, in the aggregate) the net amount paid by you to us under this Agreement for the 12 calendar months immediately preceding the date of the failure in question. (d) IN NO CIRCUMSTANCES WILL WE OR ANY OF OUR INDEMNIFIED PARTIES AN INDEMNIFYING PARTY BE LIABLE TO AN INDEMNIFIED PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF OPPORTUNITY AND LOSS OF USE) RESULTING FROM OR ARISING OUT OF THE PROVISION SERVICE, THE DISSEMINATION OF ACCESS TO OMEGA AND/OR LYNX OSI TRADING DATA, OR ARISING OUT OF ANY FAILURE, BREACH BREACH, NEGLIGENCE OR NEGLIGENCE DEFAULT BY ANY OF THEMIT UNDER THIS AGREEMENT, REGARDLESS OF WHETHER SUCH DAMAGES COULD HAVE BEEN FORESEEN OR PREVENTED. (ec) We shall not be liable for any Damages arising from any failure of Omega hardware or software except if and to the extent that such is caused by our gross negligence or wilful misconduct, for which we will act as agent be liable for your Damages up to (but in holding no event in excess of, in the rights under this Section 11 for our Indemnified Parties but shall be entitled to agree to amendments or modifications aggregate) the greater of (a) the foregoing without their consent. For the purposes amount of this Section 11aggregate payments received from you, “Indemnified Parties” means our shareholders, directors, officers, employees, contractors, service providers, partners, agents and representatives(b) $25,000. (f) The provisions of this Section 11 shall survive any termination of this Agreement.

Limitations of Liability Indemnity. (a) You Subject to subsections (b) and (c) below, we, on the one hand, and you, on the other hand (each being an “Indemnifying Party”), shall defend, indemnify and save us the other (together with their or its shareholders, directors, officers, employees, agents, representatives and independent contractors, the “Indemnified Party”) harmless of and from any loss, liability, claim, damage or expense (whether or not involving a third-party claim)expense, including reasonable legal fees and disbursements (collectively, “Damages”) ), suffered by, imposed upon or asserted against us or any of our the Indemnified Parties (as defined in paragraph (e) below) Party as a result of, in respect of, connected with, or arising out of, under, or pursuant to any failure by you the Indemnifying Party to perform or fulfill any of your its obligations under this Agreement Agreement, or any incorrectness in, or any breach of, any representation or warranty given by you the Indemnifying Party contained in this Agreement. (b) Neither we nor any of our Indemnified Parties will in any event be liable for any Damages whatsoever arising to you (including, if applicable, any client accounts) from: (i) their good faith compliance with applicable Regulatory Requirements; (ii) the tax, accounting, legal or other consequences of any Omega and/or Lynx transaction effected by you; or (iii) the suitability or unsuitability of any Omega and/or Lynx transaction effected by you. (c) Neither we nor any of our Indemnified Parties shall be liable for any Damages arising from any failure of Omega and/or Lynx hardware or software except if and to the extent that such is caused by our gross negligence or wilful misconduct, for which we will, subject to subsections 1(b) and 11(b) above and subsection 11(d) below, be liable for up to (but in no event in excess of, in the aggregate) the net amount paid by you to us under this Agreement for the 12 calendar months immediately preceding the date of the failure in question. (d) IN NO CIRCUMSTANCES WILL WE OR ANY OF OUR INDEMNIFIED PARTIES AN INDEMNIFYING PARTY BE LIABLE TO AN INDEMNIFIED PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF OPPORTUNITY AND LOSS OF USE) RESULTING FROM OR ARISING OUT OF THE PROVISION SERVICE, THE DISSEMINATION OF ACCESS TO OMEGA AND/OR LYNX TRADING DATA, OR ARISING OUT OF ANY FAILURE, BREACH BREACH, NEGLIGENCE OR NEGLIGENCE DEFAULT BY ANY OF THEMIT UNDER THIS AGREEMENT, REGARDLESS OF WHETHER SUCH DAMAGES COULD HAVE BEEN FORESEEN OR PREVENTED. (ec) We shall not be liable for any Damages arising from any failure of Omega hardware or software except if and to the extent that such is caused by our gross negligence or wilful misconduct, for which we will act as agent be liable for your Damages up to (but in holding no event in excess of, in the rights under this Section 11 for our Indemnified Parties but shall be entitled to agree to amendments or modifications of aggregate) the foregoing without their consent. For the purposes of this Section 11, “Indemnified Parties” means our shareholders, directors, officers, employees, contractors, service providers, partners, agents and representatives.greater of (fa) The provisions the amount of this Section 11 shall survive any termination of this Agreementaggregate payments received from you, and (b) $25,000.

Limitations of Liability Indemnity. (a) You We shall defend, indemnify and save us you harmless of and from any loss, liability, claim, damage or expense (whether or not involving a third-party claim), including reasonable legal fees and disbursements (collectively, “Damages”), suffered by, imposed upon or asserted against you as a result of, in respect of, connected with, or arising out of, under, or pursuant to any failure by us to perform or fulfill any of our obligations under this Agreement, or any incorrectness in, or any breach of, any representation or warranty given by us contained in this Agreement. (b) You shall defend, indemnify and save us harmless of and from any Damages suffered by, imposed upon or asserted against us or any of our Indemnified Parties (as defined in paragraph (e) below) as a result of, in respect of, connected with, or arising out of, under, or pursuant to any failure by you to perform or fulfill any of your obligations under this Agreement or any incorrectness in, or breach of, any representation or warranty given by you contained in this Agreement. (bc) Neither we nor any of our Indemnified Parties (defined below) will in any event be liable for any Damages whatsoever arising to you (including, if applicable, any client accountsaccounts traded by you) from: (ia) their good faith compliance with applicable Regulatory Requirements; (iib) the tax, accounting, legal or other consequences of any Omega and/or and or Lynx transaction effected by you; or (iiic) the suitability or unsuitability of any Omega and/or and or Lynx transaction effected by you. (cd) Neither we nor any of our Indemnified Parties shall be liable for any Damages arising from any failure of Omega and/or and or Lynx hardware or software except if and to the extent that such is caused by our gross negligence or wilful misconduct, for which we will, subject to subsections subsection 1(b) and 11(b) above and subsection 11(d) below), be liable for up to (but in no event in excess of, in the aggregate) the net amount paid by you to us under this Agreement for the 12 calendar months immediately preceding the date of the failure in question. (de) IN NO CIRCUMSTANCES WILL WE OR YOU OR ANY OF OUR OR YOUR INDEMNIFIED PARTIES BE LIABLE TO ANY OTHER OF THEM FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF OPPORTUNITY AND LOSS OF USE) RESULTING FROM OR ARISING OUT OF THE PROVISION OF ACCESS TO OMEGA AND/OR LYNX OR ARISING OUT OF ANY FAILURE, BREACH BREACH, NEGLIGENCE, GROSS NEGLIGENCE OR NEGLIGENCE DEFAULT BY ANY OF THEMIT, REGARDLESS OF WHETHER SUCH DAMAGES COULD HAVE BEEN FORESEEN OR PREVENTED. (ef) We will act as agent trustee in holding the rights under this Section 11 for our Indemnified Parties, and you will act as trustee in holding the rights under this Section 11 for your Indemnified Parties but shall be entitled (and not for the purpose of purporting to agree to amendments or modifications of the foregoing without their consentimpose obligations on such third parties). For the purposes of this Section 11, “Indemnified Parties” means our the relevant party’s shareholders, directors, officers, employees, contractors, service providers, partners, agents and representatives. (f) The provisions of this Section 11 shall survive any termination of this Agreement.

Limitations of Liability Indemnity. (a) You We shall defend, indemnify and save us you harmless of and from any loss, liability, claim, damage or expense (whether or not involving a third-party claim), including reasonable legal fees and disbursements (collectively, “Damages”), suffered by, imposed upon or asserted against you as a result of, in respect of, connected with, or arising out of, under, or pursuant to any failure by us to perform or fulfill any of our obligations under this Agreement, or any incorrectness in, or any breach of, any representation or warranty given by us contained in this Agreement. (b) You shall defend, indemnify and save us harmless of and from any Damages suffered by, imposed upon or asserted against us or any of our Indemnified Parties (as defined in paragraph (e) below) as a result of, in respect of, connected with, or arising out of, under, or pursuant to any failure by you to perform or fulfill any of your obligations under this Agreement or any incorrectness in, or breach of, any representation or warranty given by you contained in this Agreement. (bc) Neither we nor any of our Indemnified Parties (defined below) will in any event be liable for any Damages whatsoever arising to you (including, if applicable, any client accountsaccounts traded by you) from: : (ia) their good faith compliance with applicable Regulatory Requirements; (iib) the tax, accounting, legal or other consequences of any Omega and/or and or Lynx transaction effected by you; or (iiic) the suitability or unsuitability of any Omega and/or and or Lynx transaction effected by you. (cd) Neither we nor any of our Indemnified Parties shall be liable for any Damages arising from any failure of Omega and/or and or Lynx hardware or software except if and to the extent that such is caused by our gross negligence or wilful misconduct, for which we will, subject to subsections subsection 1(b) and 11(b) above and subsection 11(d) below), be liable for up to (but in no event in excess of, in the aggregate) the net amount paid by you to us under this Agreement for the 12 calendar months immediately preceding the date of the failure in question. (de) IN NO CIRCUMSTANCES WILL WE OR YOU OR ANY OF OUR OR YOUR INDEMNIFIED PARTIES BE LIABLE TO ANY OTHER OF THEM FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF OPPORTUNITY AND LOSS OF USE) RESULTING FROM OR ARISING OUT OF THE PROVISION OF ACCESS TO OMEGA AND/OR LYNX OR ARISING OUT OF ANY FAILURE, BREACH BREACH, NEGLIGENCE, GROSS NEGLIGENCE OR NEGLIGENCE DEFAULT BY ANY OF THEMIT, REGARDLESS OF WHETHER SUCH DAMAGES COULD HAVE BEEN FORESEEN OR PREVENTED. (ef) We will act as agent trustee in holding the rights under this Section 11 for our Indemnified Parties, and you will act as trustee in holding the rights under this Section 11 for your Indemnified Parties but shall be entitled (and not for the purpose of purporting to agree to amendments or modifications of the foregoing without their consentimpose obligations on such third parties). For the purposes of this Section 11, “Indemnified Parties” means our the relevant party’s shareholders, directors, officers, employees, contractors, service providers, partners, agents and representatives. (f) The provisions of this Section 11 shall survive any termination of this Agreement.

Limitations of Liability Indemnity. (a) You Subject to subsections (b) and (c) below, we, on the one hand, and you, on the other hand (each being an “Indemnifying Party”), shall defend, indemnify and save us the other (together with their or its shareholders, directors, officers, employees, agents, representatives and independent contractors, the “Indemnified Party”) harmless of and from any loss, liability, claim, damage or expense (whether or not involving a third-party claim), including reasonable legal fees and disbursements (collectively, “Damages”) ), suffered by, imposed upon or asserted against us or any of our the Indemnified Parties (as defined in paragraph (e) below) Party as a result of, in respect of, connected with, or arising out of, under, or pursuant to any failure by you the Indemnifying Party to perform or fulfill any of your its obligations under this Agreement Agreement, or any incorrectness in, or any breach of, any representation or warranty given by you the Indemnifying Party contained in this Agreement. (b) Neither we nor any of our Indemnified Parties will in any event be liable for any Damages whatsoever arising to you (including, if applicable, any client accounts) from: (i) their good faith compliance with applicable Regulatory Requirements; (ii) the tax, accounting, legal or other consequences of any Omega and/or Lynx transaction effected by you; or (iii) the suitability or unsuitability of any Omega and/or Lynx transaction effected by you. (c) Neither we nor any of our Indemnified Parties shall be liable for any Damages arising from any failure of Omega and/or Lynx hardware or software except if and to the extent that such is caused by our gross negligence or wilful misconduct, for which we will, subject to subsections 1(b) and 11(b) above and subsection 11(d) below, be liable for up to (but in no event in excess of, in the aggregate) the net amount paid by you to us under this Agreement for the 12 calendar months immediately preceding the date of the failure in question. (d) IN NO CIRCUMSTANCES WILL WE OR ANY OF OUR INDEMNIFIED PARTIES AN INDEMNIFYING PARTY BE LIABLE TO AN INDEMNIFIED PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF OPPORTUNITY AND LOSS OF USE) RESULTING FROM OR ARISING OUT OF THE PROVISION SERVICE, THE DISSEMINTATION OF ACCESS TO OMEGA AND/OR LYNX OSI TRADING DATA, OR ARISING OUT OF ANY FAILURE, BREACH BREACH, NEGLIGENCE OR NEGLIGENCE DEFAULT BY ANY OF THEMIT UNDER THIS AGREEMENT, REGARDLESS OF WHETHER SUCH DAMAGES COULD HAVE BEEN FORESEEN OR PREVENTED. (ec) We shall not be liable for any Damages arising from any failure of Omega hardware or software except if and to the extent that such is caused by our gross negligence or wilful misconduct, for which we will act as agent be liable for your Damages up to (but in holding no event in excess of, in the rights under this Section 11 for our Indemnified Parties but shall be entitled to agree to amendments or modifications aggregate) the greater of (a) the foregoing without their consent. For the purposes amount of this Section 11aggregate payments received from you, “Indemnified Parties” means our shareholders, directors, officers, employees, contractors, service providers, partners, agents and representatives(b) $25,000. (f) The provisions of this Section 11 shall survive any termination of this Agreement.

Limitations of Liability Indemnity. (a) You Subject to subsections (b) and (c) below, we, on the one hand, and you, on the other hand (each being an “Indemnifying Party”), shall defend, indemnify and save us the other (together with their or its shareholders, directors, officers, employees, agents, representatives and independent contractors, the “Indemnified Party”) harmless of and from any loss, liability, claim, damage or expense (whether or not involving a third-party claim), including reasonable legal fees and disbursements (collectively, “Damages”) ), suffered by, imposed upon or asserted against us or any of our the Indemnified Parties (as defined in paragraph (e) below) Party as a result of, in respect of, connected with, or arising out of, under, or pursuant to any failure by you the Indemnifying Party to perform or fulfill any of your its obligations under this Agreement Agreement, or any incorrectness in, or any breach of, any representation or warranty given by you the Indemnifying Party contained in this Agreement. (b) Neither we nor any of our Indemnified Parties will in any event be liable for any Damages whatsoever arising to you (including, if applicable, any client accounts) from: (i) their good faith compliance with applicable Regulatory Requirements; (ii) the tax, accounting, legal or other consequences of any Omega and/or Lynx transaction effected by you; or (iii) the suitability or unsuitability of any Omega and/or Lynx transaction effected by you. (c) Neither we nor any of our Indemnified Parties shall be liable for any Damages arising from any failure of Omega and/or Lynx hardware or software except if and to the extent that such is caused by our gross negligence or wilful misconduct, for which we will, subject to subsections 1(b) and 11(b) above and subsection 11(d) below, be liable for up to (but in no event in excess of, in the aggregate) the net amount paid by you to us under this Agreement for the 12 calendar months immediately preceding the date of the failure in question. (d) IN NO CIRCUMSTANCES WILL WE OR ANY OF OUR INDEMNIFIED PARTIES AN INDEMNIFYING PARTY BE LIABLE TO AN INDEMNIFIED PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF OPPORTUNITY AND LOSS OF USE) RESULTING FROM OR ARISING OUT OF THE PROVISION SERVICE, THE DISSEMINTATION OF ACCESS TO OMEGA AND/OR LYNX TRADING DATA, OR ARISING OUT OF ANY FAILURE, BREACH BREACH, NEGLIGENCE OR NEGLIGENCE DEFAULT BY ANY OF THEMIT UNDER THIS AGREEMENT, REGARDLESS OF WHETHER SUCH DAMAGES COULD HAVE BEEN FORESEEN OR PREVENTED. (ec) We shall not be liable for any Damages arising from any failure of Omega hardware or software except if and to the extent that such is caused by our gross negligence or wilful misconduct, for which we will act as agent be liable for your Damages up to (but in holding no event in excess of, in the rights under this Section 11 for our Indemnified Parties but shall be entitled to agree to amendments or modifications aggregate) the greater of (a) the foregoing without their consent. For the purposes amount of this Section 11aggregate payments received from you, “Indemnified Parties” means our shareholders, directors, officers, employees, contractors, service providers, partners, agents and representatives(b) $25,000. (f) The provisions of this Section 11 shall survive any termination of this Agreement.

Limitations of Liability Indemnity. (a) You shall defend, indemnify and save us harmless of and from any loss, liability, claim, damage or expense (whether or not involving a third-party claim), including reasonable legal fees and disbursements (collectively, “Damages”) suffered suf- fered by, imposed upon or asserted against us or any of our Indemnified Parties (as defined in paragraph (e) below) as a result of, in respect of, connected with, or arising out of, under, or pursuant to any failure by you to perform or fulfill any of your obligations obliga- tions under this Agreement or any incorrectness in, or breach of, any representation represen- tation or warranty given by you contained in this Agreement. (b) Neither we nor any of our Indemnified Parties will in any event be liable for any Damages whatsoever arising to you (including, if applicable, any client accounts) from: (ia) their good faith compliance with applicable Regulatory RequirementsRe- quirements; (iib) the tax, accounting, legal or other consequences of any Omega and/or Lynx transaction effected by you; or (iiic) the suitability or unsuitability of any Omega and/or Lynx transaction effected by you. (c) Neither we nor any of our Indemnified Parties shall be liable for any Damages arising from any failure of Omega and/or Lynx hardware or software except if and to the extent that such is caused by our gross negligence or wilful misconduct, for which we will, subject to subsections 1(b) and 11(b) above and subsection 11(d) below, be liable for up to (but in no event in excess of, in the aggregate) the net amount paid by you to us under this Agreement for the 12 calendar months immediately preceding the date of the failure in question. (d) IN NO CIRCUMSTANCES WILL WE OR ANY OF OUR INDEMNIFIED PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL CONSE- QUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF OPPORTUNITY AND LOSS OF USE) RESULTING FROM OR ARISING OUT OF THE PROVISION OF ACCESS TO OMEGA AND/OR LYNX OR ARISING OUT OF ANY FAILURE, BREACH OR NEGLIGENCE BY ANY OF THEM, REGARDLESS OF WHETHER SUCH DAMAGES COULD HAVE BEEN FORESEEN OR PREVENTED. (e) We will act as agent in holding the rights under this Section 11 for our Indemnified Parties Parties, but shall be entitled to agree to amendments or modifications modifi- cations of the foregoing without their consent. For the purposes of this Section 11, “Indemnified Parties” means our shareholders, directors, officers, employees, contractors, service providers, partners, agents and representatives. (f) The provisions of this Section 11 shall survive any termination of this Agreement.

Limitations of Liability Indemnity. (a) You We shall defend, indemnify and save us you harmless of and from any loss, liability, claim, damage or expense (whether or not involving a third-party claim), including reasonable legal fees and disbursements (( collectively, “Damages”), suffered by, imposed upon or asserted against you as a result of, in respect of, connected with, or arising out of, under, or pursuant to any failure by us to perform or fulfill any of our obligations under this Agreement, or any incorrectness in, or any breach of, any representation or warranty given by us contained in this Agreement. (b) You shall defend, indemnify and save us harmless of and from any Damages suffered by, imposed upon or asserted against us or any of our Indemnified Parties (as defined in paragraph (e) below) as a result of, in respect of, connected with, or arising out of, under, or pursuant to any failure by you to perform or fulfill any of your obligations under this Agreement or any incorrectness in, or breach of, any representation or warranty given by you contained in this Agreement. (bc) Neither we nor any of our Indemnified Parties (defined below) will in any event be liable for any Damages whatsoever arising to you (including, if applicable, any client accountsaccounts traded by you) from: (ia) their good faith compliance with applicable Regulatory Requirements; (iib) the tax, accounting, legal or other consequences of any Omega and/or and or Lynx transaction effected by you; or (iiic) the suitability or unsuitability of any Omega and/or and or Lynx transaction effected by you. (cd) Neither we nor any of our Indemnified Parties shall be liable for any Damages arising from any failure of Omega and/or and or Lynx hardware or software except if and to the extent that such is caused by our gross negligence or wilful misconduct, for which we will, subject to subsections subsection 1(b) and 11(b) above and subsection 11(d) below), be liable for up to (but in no event in excess of, in the aggregate) the net amount paid by you to us under this Agreement for the 12 calendar months immediately preceding the date of the failure in question. (de) IN NO CIRCUMSTANCES WILL WE OR ANY OF OUR Y O U O R A N Y O F O U R O R Y O U R INDEMNIFIED PARTIES BE LIABLE FOR ANY TO A N Y O T H E R O F T H E M F O R A N Y INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES C O N S E Q U E N T I A L D A M A G E S (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF OPPORTUNITY AND LOSS OF USE) RESULTING FROM OR ARISING OUT OF THE PROVISION OF ACCESS TO OMEGA AND/OR LYNX OR ARISING OUT OF ANY FAILURE, BREACH OR NEGLIGENCE BY ANY OF THEM, REGARDLESS OF WHETHER SUCH DAMAGES COULD HAVE BEEN FORESEEN OR PREVENTED. (ef) We will act as agent trustee in holding the rights under this Section 11 for our Indemnified Parties, and you will act as trustee in holding the rights under this Section 11 for your Indemnified Parties but shall be entitled (and not for the purpose of purporting to agree to amendments or modifications of the foregoing without their consentimpose obligations on such third parties). For the purposes of this Section 11, “Indemnified Parties” means our the relevant party’s shareholders, directors, officers, employeese m p l o y e e s , contractorsp a r t n e r s , service providers, partners, agents and a g e n t s a n d representatives. (f) The provisions of this Section 11 shall survive any termination of this Agreement.