Liability Limitations and Indemnification Clause Samples
The "Liability Limitations and Indemnification" clause sets boundaries on the amount and types of damages one party may be held responsible for under a contract, while also outlining circumstances where one party must compensate the other for certain losses or claims. Typically, this clause restricts liability for indirect or consequential damages and may cap total financial exposure, while requiring indemnification for third-party claims arising from breaches or misconduct. Its core function is to allocate risk between the parties, providing predictability and protecting each side from excessive or unforeseen liabilities.
Liability Limitations and Indemnification. 18.1. You agree that T1 will not be liable for any loss, damage, action, proceedings, claims, expenses, costs or any other liabilities whatsoever which may be suffered or incurred by or made against you that arises out of, touches upon or is in connection with the Services, or any order, Contract, Transaction or execution except and only to the extent that the same arise from fraud, willful default, gross negligence, including our unjustifiable failure to perform all or part of our obligations set forth in the Agreement, our license or applicable rule, regulation or law.
18.2. Without prejudice to any other provision in the Agreement, you agree that T1 will not be liable for any loss, damage, action, proceedings, claims, expenses, costs or other liabilities whatsoever which you may suffer or incur arising from any act or omission or the insolvency of any third party (including any Service Provider or Additional Service Provider).
18.3. You agree to indemnify and hold harmless T1, its officers, employees, directors, shareholders and agents from and against any loss, action, proceeding, claim, damage, expense, cost or other liability whatsoever incurred or suffered by or made against T1 and/or any of our officers, employees, directors, shareholders and agents at any time (both before and after termination of this Agreement) that arises, directly or indirectly, from our control over or possession of Your Funds and/or in connection with providing the Services, or handling any order, receiving/transmitting for execution any Transaction or facilitating any Contract, including any loss, claim, expense, cost, damage or other liability that arises directly or indirectly as a result of our acting upon your order, Instruction and/or directive or upon the order, instruction and/or directive we rea- sonably believe came from you, or your breach of the representations and warranties contained set forth in clause 7 above, except and only to the extent that the same arises from our fraud, willful default, willful negligence, including our unjustified failure to perform all or part of our obligations set forth in the Agreement, our license or applicable rule, regulation or law.
18.4. You agree that we will not be liable for any loss of or damage or for any failure to execute our obligations hereunder the loss, damage or failure is caused, directly or indirectly, by a force majeure, without limitation, such as the act of any sovereign power or other competent authority (inc...
Liability Limitations and Indemnification. We will exercise reasonable care in processing Non-Consumer Transactions. You will exercise reasonable care in examining statements and initiating Non-Consumer Transactions. Unless otherwise required by applicable law, we are only responsible for performing Services as expressly stated in this Agreement, and will only be liable for material losses incurred by you to the extent such losses directly result from our gross negligence or intentional misconduct. If we become liable to you for interest compensation under this Agreement or applicable law, such interest shall be calculated based on the average federal funds rate at the Federal Reserve Bank in the district where the Bank is headquartered for each day interest is due, computed on the basis of a 360-day year. UNLESS OTHERWISE REQUIRED BY LAW, IN NO EVENT WILL THE BANK BE LIABLE TO YOU FOR SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR ATTORNEYS’ FEES, RESULTING FROM OUT ACT OR OMISSIONS PURSUANT TO THIS AGREEMENT, EVEN IF WE ARE ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. THE MAXIMUM AGGREGATE LIABILITY OF US FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE FORM OR CAUSE OF ACTION, SHALL BE THE LESSER OF THE AMOUNT YOU ORIGINALLY PAID FOR THE SERVICE, PRODUCTS OR MATERIALS or $25,000.00. We will not be obligated to honor, in whole or in part, any transaction or instruction or communication which: Is not in accordance with any term or condition applicable to the relevant Service or Account; We have reason to believe may not be authorized by you or any third person whose authorization we believe is necessary or involves funds subject to hold, dispute, restriction or legal process we believe prevents their withdrawal, transfer or availability; Would result in us exceeding any limitation of our net funds position established pursuant to present or future Federal Reserve guidelines; Would violate any applicable law, rule or regulation, or any guidance or directive of any federal or state regulatory authority; Is not in accordance with any other requirement of our applicable policies, procedures or practices; or We have reasonable cause not to honor for our or your protection.
Liability Limitations and Indemnification. 13 Section 6.1 Consequential and Other Damages 13 Section 6.2 Limitation of Liability 13
Liability Limitations and Indemnification. (a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, IN NO EVENT SHALL ANY GEB PARTY HAVE ANY LIABILITY TO CLIENT OR ANY THIRD PARTY FOR ANY LOSSES, DAMAGES, LIABILITIES, JUDGMENTS, AWARDS, FINES, PENALTIES, SETTLEMENTS, COSTS OR OTHER EXPENSES (INCLUDING REASONABLE LEGAL COSTS, ATTORNEYS' FEES AND DISBURSEMENTS) (COLLECTIVELY, “LOSSES”) WHATSOEVER ARISING IN ANY MANNER OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT, ITS PERFORMANCE OR BREACH, OR INCIDENT TO CLIENT'S OR ANY THIRD PARTY'S USE OF (OR ANY INABILITY TO USE) THE SYSTEM, THE EQUIPMENT OR ANY MARKET DATA.
(b) Client shall not hold any GEB Party responsible for (i) any error by Client in inputting an Order, (ii) any error occurring on a market exchange or other execution venue, (iii) the rejection of any Order by the System for any reason whatsoever, (iv) the acts or omissions of any third party vendor, or (v) any error by any other cause outside the direct control of GEB. THE EXCHANGES TO WHICH GEB PROVIDES CLIENT ACCESS HEREUNDER, THEIR HOLDING COMPANIES, AFFILIATES AND/OR SUBSIDIARIES DO NOT GUARANTEE THE ACCURACY OR RELIABILITY OF THE MARKET DATA OR OTHER INFORMATION THEY PROVIDE AND WILL ACCEPT NO LIABILITY TO CLIENT (WHETHER IN TORT OR CONTRACT OR OTHERWISE) FOR ANY LOSS OR DAMAGE ARISING FROM ANY INACCURACIES OR OMISSIONS IN CONNECTION WITH SUCH MARKET DATA OR INFORMATION.
(c) Client shall, at its own expense, defend, indemnify and hold harmless GEB Parties from and against any Losses arising out of or related to (i) the use of (or inability to use) the System, Equipment, Market Data or any other information contained in, produced by or disseminated through the System or Equipment, including without limitation any unauthorized use of the System, Equipment or Client’s User IDs, and (ii) any material breach by Client of any provision of this Agreement, except to the extent such Losses are due to GEB’s willful misconduct or gross negligence.
Liability Limitations and Indemnification