Common use of Standard of Care; Uncontrollable Events; Limitation of Liability Clause in Contracts

Standard of Care; Uncontrollable Events; Limitation of Liability. (a) FEIM shall use reasonable professional diligence to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Trust or the Fund for any action taken or omitted by FEIM in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of FEIM hereunder shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against FEIM thereby. (b) FEIM assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond FEIM’s reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, acts of terrorism, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, FEIM shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption.