Common use of Limitation of Liability; No Warranty Clause in Contracts

Limitation of Liability; No Warranty. IN NO EVENT SHALL LICENSOR OR BOLP BE LIABLE TO THE LICENSEE FOR ANY AMOUNT IN EXCESS OF THE FEES ACTUALLY PAID BY THE LICENSEE TO LICENSOR UNDER THIS AGREEMENT. IN NO EVENT SHALL LICENSOR (BOLP) OR SARASOTA COUNTY BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS OR INTERRUPTION OF BUSINESS, WHETHER SUCH DAMAGES ARE ALLEGED IN TORT, CONTRACT, INDEMNITY, OR OTHERWISE, EVEN IF LICENSOR OR BOLP HAS BEEN APPRISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LICENSEE HEREBY WAIVES ANY CLAIM THAT THESE EXCLUSIONS DEPRIVE THE LICENSEE OF AN ADEQUATE REMEDY. CLAIMS FOR DAMAGES ARISING OUT OF THIS AGREEMENT MUST BE MADE BY THE LICENSEE WITHIN ONE YEAR OF THE INCIDENT TO WHICH THEY RELATE OR BE FOREVER BARRED. The provisions of this Section allocate the risks under this Agreement between Licensor and the Licensee and this Agreement and the pricing and other terms contained herein reflect the allocation of risk and limitation of liability specified herein. LICENSOR EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE LICENSEE’S SOLE REMEDY FOR LICENSOR’S BREACH OF ANY OR ALL PROVISIONS, REPRESENTATIONS, WARRANTIES AND COVENANTS IN THIS AGREEMENT IS AS SET FORTH IN THIS PARAGRAPH.

Appears in 3 contracts

Samples: Sublicense Agreement, Sublicense Agreement, Sublicense Agreement

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Limitation of Liability; No Warranty. IN NO EVENT SHALL LICENSOR EITHER PARTY, ITS AFFILIATES AND SERVICE PROVIDERS, OR BOLP ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR REPRESENTATIVES, BE LIABLE TO THE LICENSEE (A) FOR ANY AMOUNT IN EXCESS GREATER THAN THE VALUE OF THE FEES ACTUALLY PAID BY SUPPORTED DIGITAL ASSETS ON DEPOSIT IN CLIENT’S TRUST COMPANY CUSTODIAL ACCOUNT AT THE LICENSEE TIME OF, AND DIRECTLY RELATING TO, THE EVENTS GIVING RISE TO LICENSOR UNDER THIS AGREEMENT. THE LIABILITY OCCURRED, THE VALUE OF WHICH SHALL BE DETERMINED IN NO EVENT SHALL LICENSOR ACCORDANCE WITH THE TERMS SET FORTH IN THE FEE SCHEDULE GOVERNING VALUATION OF THE SUPPORTED DIGITAL ASSET(S), (BOLPB) FOR ANY LOST PROFITS OR SARASOTA COUNTY BE LIABLE FOR INDIRECT, ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES, INCLUDINGWHETHER BASED IN CONTRACT, WITHOUT LIMITATION, LOSS OF PROFITS OR INTERRUPTION OF BUSINESS, WHETHER SUCH DAMAGES ARE ALLEGED IN TORT, CONTRACTNEGLIGENCE, INDEMNITYSTRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF THE TRUST COMPANY SITE OR THE TRUST COMPANY CUSTODIAL SERVICES, OR THIS AGREEMENT, EVEN IF LICENSOR OR BOLP AN AUTHORIZED REPRESENTATIVE OF TRUST COMPANY HAS BEEN APPRISED ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. THIS MEANS, BY WAY OF EXAMPLE ONLY (AND WITHOUT LIMITING THE LICENSEE HEREBY WAIVES SCOPE OF THE PRECEDING SENTENCE), THAT IF CLIENT CLAIMS THAT TRUST COMPANY FAILED TO PROCESS A DEPOSIT OR WITHDRAWAL PROPERLY, CLIENT’S DAMAGES ARE LIMITED TO NO MORE THAN THE VALUE OF THE SUPPORTED DIGITAL ASSETS AT ISSUE IN THE DEPOSIT OR WITHDRAWAL, AND THAT CLIENT MAY NOT RECOVER FOR LOST PROFITS, LOST BUSINESS OPPORTUNITIES, OR OTHER TYPES OF SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES IN EXCESS OF THE VALUE OF THE SUPPORTED DIGITAL ASSETS AT ISSUE IN THE DEPOSIT OR WITHDRAWAL. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION MAY NOT APPLY TO CLIENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN SECTION (A) OF THE FOREGOING PARAGRAPH, TRUST COMPANY SHALL BE LIABLE TO CLIENT FOR THE LOSS OF ANY CLAIM DIGITAL ASSETS ON DEPOSIT IN CLIENT’S TRUST COMPANY CUSTODIAL ACCOUNT TO THE EXTENT THAT THESE EXCLUSIONS DEPRIVE THE LICENSEE OF AN ADEQUATE REMEDY. CLAIMS FOR DAMAGES ARISING OUT TRUST COMPANY CAUSED SUCH LOSS THROUGH ITS BREACH OF THIS AGREEMENT MUST AGREEMENT, AND TRUST COMPANY SHALL BE MADE REQUIRED TO RETURN TO CLIENT A QUANTITY EQUAL TO THE QUANTITY OF ANY SUCH LOST DIGITAL ASSETS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSEE WITHIN ONE YEAR OF TRUST COMPANY CUSTODIAL SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR Certain confidential information contained in this document, marked by [***], has been omitted because the registrant has determined that the information (i) is not material and (ii) is the type that the registrant treats as private or confidential. STATUTORY. TO THE INCIDENT TO WHICH THEY RELATE OR BE FOREVER BARRED. The provisions of this Section allocate the risks under this Agreement between Licensor and the Licensee and this Agreement and the pricing and other terms contained herein reflect the allocation of risk and limitation of liability specified herein. LICENSOR EXPRESSLY MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRUST COMPANY SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSEPURPOSE AND/OR NON-INFRINGEMENT. EXCEPT AS PROVIDED HEREIN, TRUST COMPANY DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE SITE, ANY PART OF THE TRUST COMPANY CUSTODIAL SERVICES, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, OR TIMELY; OR BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES; OR BE SECURE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE. THE LICENSEEPROVISIONS OF THE PRIOR TWO PARAGRAPHS NOTWITHSTANDING, IN THE EVENT CLIENT IS UNABLE TO “TIMELY”3 (AS DEFINED BELOW) WITHDRAW DIGITAL ASSETS FROM ONE OR MORE OF ITS ACCOUNTS DUE TO THE TRUST COMPANY CUSTODIAL SYSTEM BEING OFFLINE OR OTHERWISE UNAVAILABLE FOR A PERIOD OF TIME DESCRIBED IN FOOTNOTE 3 BELOW, TRUST COMPANY WILL USE BEST EFFORTS TO FURNISH CLIENT WITH THE AMOUNT OF DIGITAL ASSETS THAT IS EQUIVALENT TO THE PENDING WITHDRAWAL AMOUNT(S) IN ORDER TO PERMIT CLIENT TO CARRY ON WITH THE PROCESSING OF SUCH WITHDRAWAL(S), AND WHEN TRUST COMPANY’S SOLE REMEDY CUSTODIAL SYSTEM BECOMES AVAILABLE AGAIN, CLIENT AND TRUST COMPANY WILL WORK TOGETHER TO REPAY TO TRUST COMPANY THE AMOUNT OF DIGITAL ASSETS THAT TRUST COMPANY FURNISHED TO CLIENT DURING THE CUSTODIAL SYSTEM’S PERIOD OF UNAVAILABILITY. IN ADDITION TO THE LIMITATIONS SPECIFIED ABOVE, FOR LICENSOR’S BREACH SO LONG THAT A COLD STORAGE ADDRESS HOLDS AN EXCESS OF ANY ONE HUNDRED MILLION US DOLLARS (US$100,000,000) (THE “COLD STORAGE THRESHOLD”) FOR A PERIOD OF FIVE (5) CONSECUTIVE BUSINESS DAYS OR MORE WITHOUT BEING REDUCED TO THE COLD STORAGE THRESHOLD OR LOWER, TRUST COMPANY'S MAXIMUM LIABILITY FOR SUCH COLD STORAGE ADDRESS SHALL BE LIMITED TO THE COLD STORAGE THRESHOLD. AS A BEST PRACTICE, TRUST COMPANY RECOMMENDS LIMITING THE VALUE OF DIGITAL ASSETS DEPOSITED IN EACH COLD STORAGE ADDRESS TO LESS THAN EIGHTY MILLION US DOLLARS (US$80,000,000). IF ELECTED BY CLIENT, AT NO ADDITIONAL COST TO CLIENT, TRUST COMPANY WILL PROVIDE CLIENT WITH ALL PROVISIONSNECESSARY ASSISTANCE TO IMPLEMENT SUCH LIMITATIONS, REPRESENTATIONS, WARRANTIES AND COVENANTS INCLUDING NOTIFYING CLIENT IN THIS AGREEMENT IS AS SET FORTH WRITING IF THE VALUE OF DIGITAL ASSETS DEPOSITED IN THIS PARAGRAPHA COLD STORAGE ADDRESS EXCEEDS THE COLD STORAGE THRESHOLD.

Appears in 3 contracts

Samples: Company Custodial Services Agreement (Grayscale Litecoin Trust (LTC)), Company Custodial Services Agreement (Grayscale Stellar Lumens Trust (XLM)), Company Custodial Services Agreement (Grayscale Ethereum Trust (ETH))

Limitation of Liability; No Warranty. IN NO EVENT SHALL LICENSOR METAL X, ITS AFFILIATES AND SERVICE PROVIDERS, OR BOLP ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR REPRESENTATIVES, BE LIABLE TO THE LICENSEE (A) FOR ANY AMOUNT IN EXCESS GREATER THAN THE VALUE OF THE FEES ACTUALLY PAID BY THE LICENSEE TO LICENSOR UNDER THIS AGREEMENT. SUPPORTED DIGITAL ASSET ON DEPOSIT IN NO EVENT SHALL LICENSOR (BOLPYOUR METAL X ACCOUNT(S) OR SARASOTA COUNTY BE LIABLE (B) FOR INDIRECTANY LOST PROFITS, DIMINUTION IN VALUE OR BUSINESS OPPORTUNITY, ANY LOSS, DAMAGE, CORRUPTION OR BREACH OF DATA OR ANY OTHER INTANGIBLE PROPERTY OR ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES, INCLUDINGWHETHER BASED IN CONTRACT, WITHOUT LIMITATION, LOSS OF PROFITS OR INTERRUPTION OF BUSINESS, WHETHER SUCH DAMAGES ARE ALLEGED IN TORT, CONTRACTNEGLIGENCE, INDEMNITYSTRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF THE METAL X SITE OR THE METAL X SERVICES, OR THIS AGREEMENT, EVEN IF LICENSOR OR BOLP AN AUTHORIZED REPRESENTATIVE OF METAL X HAS BEEN APPRISED ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE, EXCEPT TO THE EXTENT OF A FINAL JUDICIAL DETERMINATION THAT SUCH DAMAGES WERE A RESULT OF METAL X’S GROSS NEGLIGENCE, FRAUD, WILLFUL MISCONDUCT OR INTENTIONAL VIOLATION OF LAW. THIS MEANS, BY WAY OF EXAMPLE ONLY (AND WITHOUT LIMITING THE SCOPE OF THE PRECEDING SENTENCE), THAT IF YOU CLAIM THAT METAL X FAILED TO PROCESS A BUY OR SELL TRANSACTION PROPERLY, YOUR DAMAGES ARE LIMITED TO NO MORE THAN THE VALUE OF THE SUPPORTED DIGITAL ASSET AT ISSUE IN THE TRANSACTION, AND THAT YOU MAY NOT RECOVER FOR LOST PROFITS, LOST BUSINESS OPPORTUNITIES, DIMINUTION IN VALUE OR OTHER TYPES OF SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES IN EXCESS OF THE VALUE OF THE SUPPORTED DIGITAL ASSETAT ISSUE IN THE TRANSACTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THE LICENSEE METAL X SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, METAL X SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON- INFRINGEMENT. THE OPERATION OF OUR WEBSITES OR APPS MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF OUR CONTROL. METAL X DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE SITE, ANY PART OF THE METAL X SERVICES, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE. METAL X DOES NOT GUARANTEE THAT ANY ORDER WILL BE EXECUTED, ACCEPTED, RECORDED OR REMAIN OPEN. METAL X MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE AMOUNT OF TIME NEEDED TO COMPLETE PROCESSING BECAUSE THE SERVICES ARE DEPENDENT UPON MANY FACTORS OUTSIDE OF OUR CONTROL, SUCH AS DELAYS IN THE BANKING SYSTEM. EXCEPT FOR THE EXPRESS STATEMENTS SET FORTH IN THIS AGREEMENT, YOU HEREBY WAIVES ACKNOWLEDGE AND AGREE THAT YOU HAVE NOT RELIED UPON ANY CLAIM OTHER STATEMENT OR UNDERSTANDING, WHETHER WRITTEN OR ORAL, WITH RESPECT TO YOUR USE AND ACCESS OF THE METAL X SERVICES AND METAL X SITE. WITHOUT LIMITING THE FOREGOING, YOU HEREBY UNDERSTAND AND AGREE THAT THESE EXCLUSIONS DEPRIVE THE LICENSEE OF AN ADEQUATE REMEDY. CLAIMS METAL X WILL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES ARISING OUT OF THIS AGREEMENT MUST BE MADE BY OR RELATING TO: (A) ANY INACCURACY, DEFECT OR OMISSION OF DIGITAL ASSET PRICE DATA, (B) ANY ERROR OR DELAY IN THE LICENSEE WITHIN ONE YEAR TRANSMISSION OF SUCH DATA, OR (C) INTERRUPTION IN ANY SUCH DATA. YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTION WITH OR RELIANCE ON ANY OTHER USER OF OUR SERVICE OR THEIR CONDUCT. METAL X MAKES NO REPRESENTATIONS ABOUT THE ACCURACY, ORDER, TIMELINESS OR COMPLETENESS OF HISTORICAL DIGITAL ASSET PRICE DATA AVAILABLE ON THE METAL X SITE. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO SOME OR ALL OF THE INCIDENT FOREGOING DISCLAIMERS MAY NOT APPLY TO WHICH THEY RELATE YOU BY OPERATION OF LAW. LIMITATION OF LIABILITY. THE METAL PARTIES’ (AS DEFINED IN SECTION 21) LIABILITY UNDER THESE TERMS IS LIMITED WITH RESPECT TO YOUR ACCOUNTS AND YOUR USE OF THE SERVICES. IN NO EVENT SHALL THE METAL PARTIES BE LIABLE FOR LOST PROFITS OR BE FOREVER BARREDANY SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF DATA OR LOSS OF BUSINESS), OR TAXES ARISING OUT OF OR IN CONNECTION WITH ANY OF THE SERVICES OR THESE TERMS (HOWEVER ARISING, INCLUDING NEGLIGENCE), UNLESS AND TO THE EXTENT PROHIBITED BY LAW. The provisions of this Section allocate the risks under this Agreement between Licensor and the Licensee and this Agreement and the pricing and other terms contained herein reflect the allocation of risk and limitation of liability specified hereinOUR LIABILITY TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE ACTUAL AMOUNT OF DIRECT DAMAGES INCURRED BY YOU IN CONNECTION WITH YOUR USE OF OUR SERVICES OR THESE TERMS. LICENSOR EXPRESSLY DISCLAIMS IN ADDITION, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE METAL PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO HOLD THE METAL PARTIES RESPONSIBLE, FOR ANY AND ALL WARRANTIES, WHETHER EXPRESS DAMAGES OR IMPLIED, LOSSES (INCLUDING, WITHOUT LIMITATIONBUT NOT LIMITED TO, LOSS OF DIGITAL ASSETS, GOODWILL, OR REPUTATION, PROFITS, TAXES, OR OTHER INTANGIBLE LOSSES OR ANY WARRANTY OF TITLESPECIAL, MERCHANTABILITY INDIRECT, OR FITNESS FOR A PARTICULAR PURPOSE. CONSEQUENTIAL DAMAGES) RESULTING DIRECTLY OR INDIRECTLY FROM: (1) YOUR USE OF, OR YOUR INABILITY TO USE, THE LICENSEE’S SOLE REMEDY FOR LICENSOR’S BREACH SERVICES; (2) DELAYS OR DISRUPTIONS IN THE SERVICES; (3) VIRUSES OR OTHER MALICIOUS SOFTWARE OBTAINED BY ACCESSING THE SERVICES OR ANY WEBSITE OR SERVICE LINKED TO THE SERVICES; (4) GLITCHES, BUGS, ERRORS, OR INACCURACIES OF ANY KIND IN THE SERVICES OR ALL PROVISIONSIN THE INFORMATION AND GRAPHICS OBTAINED FROM THEM; (5) THE CONTENT, REPRESENTATIONSACTIONS, WARRANTIES AND COVENANTS IN THIS AGREEMENT IS AS SET FORTH IN THIS PARAGRAPH.OR INACTIONS OF THIRD PARTIES; (6) A SUSPENSION OR OTHER ACTION TAKEN WITH RESPECT TO YOUR ACCOUNTS; OR

Appears in 2 contracts

Samples: Metal X User Agreement, Metal X User Agreement

Limitation of Liability; No Warranty. IN NO EVENT SHALL LICENSOR EITHER PARTY, ITS AFFILIATES AND SERVICE PROVIDERS, OR BOLP ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR REPRESENTATIVES, BE LIABLE TO THE LICENSEE (A) FOR ANY AMOUNT IN EXCESS GREATER THAN THE VALUE OF THE FEES ACTUALLY PAID BY SUPPORTED DIGITAL ASSETS ON DEPOSIT IN CLIENT’S TRUST COMPANY CUSTODIAL ACCOUNT AT THE LICENSEE TIME OF, AND DIRECTLY RELATING TO, THE EVENTS GIVING RISE TO LICENSOR UNDER THIS AGREEMENT. THE LIABILITY OCCURRED, THE VALUE OF WHICH SHALL BE DETERMINED IN NO EVENT SHALL LICENSOR ACCORDANCE WITH THE TERMS SET FORTH IN THE FEE SCHEDULE GOVERNING VALUATION OF THE SUPPORTED DIGITAL ASSET(S), (BOLPB) FOR ANY LOST PROFITS OR SARASOTA COUNTY BE LIABLE FOR INDIRECT, ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES, INCLUDINGWHETHER BASED IN CONTRACT, WITHOUT LIMITATION, LOSS OF PROFITS OR INTERRUPTION OF BUSINESS, WHETHER SUCH DAMAGES ARE ALLEGED IN TORT, CONTRACTNEGLIGENCE, INDEMNITYSTRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF THE TRUST COMPANY SITE OR THE TRUST COMPANY CUSTODIAL SERVICES, OR THIS AGREEMENT, EVEN IF LICENSOR OR BOLP AN AUTHORIZED REPRESENTATIVE OF TRUST COMPANY HAS BEEN APPRISED ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. THIS MEANS, BY WAY OF EXAMPLE ONLY (AND WITHOUT LIMITING THE LICENSEE HEREBY WAIVES SCOPE OF THE PRECEDING SENTENCE), THAT IF CLIENT CLAIMS THAT TRUST COMPANY FAILED TO PROCESS A DEPOSIT OR WITHDRAWAL PROPERLY, CLIENT’S DAMAGES ARE LIMITED TO NO MORE THAN THE VALUE OF THE SUPPORTED DIGITAL ASSETS AT ISSUE IN THE DEPOSIT OR WITHDRAWAL, AND THAT CLIENT MAY NOT RECOVER FOR LOST PROFITS, LOST BUSINESS OPPORTUNITIES, OR OTHER TYPES OF SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES IN EXCESS OF THE VALUE OF THE SUPPORTED DIGITAL ASSETS AT ISSUE IN THE DEPOSIT OR WITHDRAWAL. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION MAY NOT APPLY TO CLIENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN SECTION (A) OF THE FOREGOING PARAGRAPH, TRUST COMPANY SHALL BE LIABLE TO CLIENT FOR THE LOSS OF ANY CLAIM DIGITAL ASSETS ON DEPOSIT IN CLIENT’S TRUST COMPANY CUSTODIAL ACCOUNT TO THE EXTENT THAT THESE EXCLUSIONS DEPRIVE THE LICENSEE OF AN ADEQUATE REMEDY. CLAIMS FOR DAMAGES ARISING OUT TRUST COMPANY CAUSED SUCH LOSS THROUGH ITS BREACH OF THIS AGREEMENT MUST AGREEMENT, AND TRUST COMPANY SHALL BE MADE REQUIRED TO RETURN TO CLIENT A QUANTITY EQUAL TO THE QUANTITY OF ANY SUCH LOST DIGITAL ASSETS. Certain confidential information contained in this document, marked by [***], has been omitted because the registrant has determined that the information (i) is not material and (ii) is the type that the registrant treats as private or confidential. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSEE WITHIN ONE YEAR OF TRUST COMPANY CUSTODIAL SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE INCIDENT TO WHICH THEY RELATE OR BE FOREVER BARRED. The provisions of this Section allocate the risks under this Agreement between Licensor and the Licensee and this Agreement and the pricing and other terms contained herein reflect the allocation of risk and limitation of liability specified herein. LICENSOR EXPRESSLY MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRUST COMPANY SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSEPURPOSE AND/OR NON-INFRINGEMENT. EXCEPT AS PROVIDED HEREIN, TRUST COMPANY DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE SITE, ANY PART OF THE TRUST COMPANY CUSTODIAL SERVICES, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, OR TIMELY; OR BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES; OR BE SECURE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE. THE LICENSEEPROVISIONS OF THE PRIOR TWO PARAGRAPHS NOTWITHSTANDING, IN THE EVENT CLIENT IS UNABLE TO “TIMELY”3 (AS DEFINED BELOW) WITHDRAW DIGITAL ASSETS FROM ONE OR MORE OF ITS ACCOUNTS DUE TO THE TRUST COMPANY CUSTODIAL SYSTEM BEING OFFLINE OR OTHERWISE UNAVAILABLE FOR A PERIOD OF TIME DESCRIBED IN FOOTNOTE 3 BELOW, TRUST COMPANY WILL USE BEST EFFORTS TO FURNISH CLIENT WITH THE AMOUNT OF DIGITAL ASSETS THAT IS EQUIVALENT TO THE PENDING WITHDRAWAL AMOUNT(S) IN ORDER TO PERMIT CLIENT TO CARRY ON WITH THE PROCESSING OF SUCH WITHDRAWAL(S), AND WHEN TRUST COMPANY’S SOLE REMEDY CUSTODIAL SYSTEM BECOMES AVAILABLE AGAIN, CLIENT AND TRUST COMPANY WILL WORK TOGETHER TO REPAY TO TRUST COMPANY THE AMOUNT OF DIGITAL ASSETS THAT TRUST COMPANY FURNISHED TO CLIENT DURING THE CUSTODIAL SYSTEM’S PERIOD OF UNAVAILABILITY. IN ADDITION TO THE LIMITATIONS SPECIFIED ABOVE, FOR LICENSORSO LONG THAT A COLD STORAGE ADDRESS HOLDS AN EXCESS OF ONE HUNDRED MILLION US DOLLARS (US$100,000,000) (THE “COLD STORAGE THRESHOLD”) FOR A PERIOD OF FIVE (5) CONSECUTIVE BUSINESS DAYS OR MORE WITHOUT BEING REDUCED TO THE COLD STORAGE THRESHOLD OR LOWER, TRUST COMPANY’S BREACH MAXIMUM LIABILITY FOR SUCH COLD STORAGE ADDRESS SHALL BE LIMITED TO THE COLD STORAGE THRESHOLD. AS A BEST PRACTICE, TRUST COMPANY RECOMMENDS LIMITING THE VALUE OF ANY OR DIGITAL ASSETS DEPOSITED IN EACH COLD STORAGE ADDRESS TO LESS THAN EIGHTY MILLION US DOLLARS (US$80,000,000). IF ELECTED BY CLIENT, AT NO ADDITIONAL COST TO CLIENT, TRUST COMPANY WILL PROVIDE CLIENT WITH ALL PROVISIONSNECESSARY ASSISTANCE TO IMPLEMENT SUCH LIMITATIONS, REPRESENTATIONS, WARRANTIES AND COVENANTS INCLUDING NOTIFYING CLIENT IN THIS AGREEMENT IS AS SET FORTH WRITING IF THE VALUE OF DIGITAL ASSETS DEPOSITED IN THIS PARAGRAPHA COLD STORAGE ADDRESS EXCEEDS THE COLD STORAGE THRESHOLD.

Appears in 2 contracts

Samples: Custodial Services Agreement (Grayscale Filecoin Trust (FIL)), Custodial Services Agreement (Grayscale Bitcoin Trust (BTC))

Limitation of Liability; No Warranty. IN NO EVENT SHALL LICENSOR BACKPACK EXCHANGE, ITS AFFILIATES AND SERVICE PROVIDERS, OR BOLP ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR REPRESENTATIVES, BE LIABLE TO THE LICENSEE (I) FOR ANY AMOUNT IN EXCESS GREATER THAN THE VALUE OF THE FEES ACTUALLY PAID BY SUPPORTED VIRTUAL ASSETS ASSOCIATED WITH YOUR VIRTUAL ASSET WALLET AT THE LICENSEE TIME OF THE EVENT OR CIRCUMSTANCE GIVING RISE TO LICENSOR UNDER THIS AGREEMENT. YOUR CLAIM OR (II) FOR ANY LOST PROFITS, LOSS OF GOODWILL OR REPUTATION, LOSS OF DATA, DIMINUTION IN NO EVENT SHALL LICENSOR (BOLP) VALUE OR SARASOTA COUNTY BE LIABLE FOR INDIRECTBUSINESS OPPORTUNITY, ANY LOSS, DAMAGE, CORRUPTION OR BREACH OF DATA OR ANY OTHER INTANGIBLE PROPERTY OR ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES, INCLUDINGWHETHER BASED IN CONTRACT, WITHOUT LIMITATION, LOSS OF PROFITS OR INTERRUPTION OF BUSINESS, WHETHER SUCH DAMAGES ARE ALLEGED IN TORT, CONTRACTNEGLIGENCE, INDEMNITYSTRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH ANY USE OF THE PLATFORM OR THE SERVICES, OR THIS AGREEMENT, EVEN IF LICENSOR OR BOLP BACKPACK EXCHANGE HAS BEEN APPRISED ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE, EXCEPT TO THE EXTENT OF A FINAL JUDICIAL DETERMINATION THAT SUCH DAMAGES WERE A RESULT OF BACKPACK EXCHANGE’S GROSS NEGLIGENCE, FRAUD, WILLFUL MISCONDUCT OR INTENTIONAL VIOLATION OF LAW. THIS MEANS, BY WAY OF EXAMPLE ONLY (AND WITHOUT LIMITING THE LICENSEE HEREBY WAIVES ANY SCOPE OF THE PRECEDING SENTENCE), THAT IF YOU CLAIM THAT THESE EXCLUSIONS DEPRIVE BACKPACK EXCHANGE FAILED TO PROCESS A BUY OR SELL TRANSACTION PROPERLY, YOUR DAMAGES ARE LIMITED TO NO MORE THAN THE LICENSEE LESSER OF AN ADEQUATE REMEDY. CLAIMS THE VALUE OF THE SUPPORTED DIGITAL ASSETS AT ISSUE IN THE TRANSACTION OR THE TOTAL VALUE OF THE SUPPORTED DIGITAL ASSETS ASSOCIATED WITH YOUR DIGITAL ASSET WALLET, AND THAT YOU MAY NOT RECOVER FOR LOST PROFITS, LOST BUSINESS OPPORTUNITIES, DIMINUTION IN VALUE OR OTHER TYPES OF SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES ARISING OUT OF THIS AGREEMENT MUST BE MADE BY OR RELATING TO DIGITAL ASSETS THAT ARE NOT SUPPORTED DIGITAL ASSETS. SOME JURISDICTIONS DO NOT ALLOW THE LICENSEE WITHIN ONE YEAR EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE INCIDENT ABOVE LIMITATION MAY NOT APPLY TO WHICH THEY RELATE OR BE FOREVER BARRED. The provisions of this Section allocate the risks under this Agreement between Licensor and the Licensee and this Agreement and the pricing and other terms contained herein reflect the allocation of risk and limitation of liability specified herein. LICENSOR EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE LICENSEE’S SOLE REMEDY FOR LICENSOR’S BREACH OF ANY OR ALL PROVISIONS, REPRESENTATIONS, WARRANTIES AND COVENANTS IN THIS AGREEMENT IS AS SET FORTH IN THIS PARAGRAPHYOU.

Appears in 2 contracts

Samples: Exchange User Agreement, Exchange User Agreement

Limitation of Liability; No Warranty. IN NO EVENT SHALL LICENSOR BTCS OR BOLP ANY BTCS PERSONNEL, BTCS’S AFFILIATES, OR ANY OF THEIR RESPECTIVE REPRESENTATIVES, BE LIABLE LIABILE (A) FOR AN AMOUNT THAT EXCEEDS THE TOTAL AMOUNT OF SERVICE FEES ACTUALLY RECEIVED BY BTCS FROM THE SUBJECT USER IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LICENSEE CLAIM OR (B) FOR ANY AMOUNT LOST PROFITS, LOSS OF GOODWILL OR REPUTATION, LOSS OF DATA, DIMINUTION IN EXCESS VALUE OR BUSINESS OPPORTUNITY, ANY LOSS, DAMAGE, CORRUPTION OR BREACH OF THE FEES ACTUALLY PAID BY THE LICENSEE TO LICENSOR UNDER THIS AGREEMENT. IN NO EVENT SHALL LICENSOR (BOLP) DATA OR SARASOTA COUNTY BE LIABLE FOR ANY OTHER INTANGIBLE PROPERTY OR ANY SPECIAL, INCIDENTL, INDIRECT, SPECIAL, INCIDENTALINTANBILE, OR CONSEQUENTIAL DAMAGES, INCLUDINGWHETHER BASED IN CONTRACT, WITHOUT LIMITATION, LOSS OF PROFITS OR INTERRUPTION OF BUSINESS, WHETHER SUCH DAMAGES ARE ALLEGED IN TORT, CONTRACTNEGLIGENCE, INDEMNITYSTRICT LIABILITY, OR OTHERWISEOTHEWISE, ARISING OUT OF OR IN CONNECTION WITH ANY USE OF THE WEBSITE OR THE BTCS PLATFORM AND SERVICES, OR THIS AGREEMENT, EVEN IF LICENSOR OR BOLP BTCS HAS BEEN APPRISED ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY POSSBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE, EXCEPT TO THE EXTENT OF A FINAL JUDICIAL DETERMINATION THAT SUCH DAMAGES WERE A RESULT OF BTCS’S GROSS NEGLIGENCE, FRAUD, WILLFUL MISCONDUCT OR INENTIONAL VIOLATION OF LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THE LICENSEE BTCS PLATFORM AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BTCS SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. BTCS DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE BTCS WEBSITE, ANY PART OF THE BTCS PLATFORM AND SERVICES, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE. EXCEPT FOR THE EXPRESS STATEMENTS SET FORTH IN THIS AGREEMENT, YOU HEREBY WAIVES ACKNOWLEDGE AND AGREE THAT YOU HAVE NOT RELIED UPON ANY CLAIM OTHER STATEMENT OR UNDERSTANDING, WHETHER WRITTEN OR ORAL, WITH RESPECT TO YOUR USE AND ACCESS OF THE BTCS PLATFORM AND SERVICES AND THE WEBSITE. WITHOUT LIMITING THE FOREGOING, YOU HEREBY UNDERSTAND AND AGREE THAT THESE EXCLUSIONS DEPRIVE THE LICENSEE OF AN ADEQUATE REMEDY. CLAIMS BTCS WILL NOT BE LIABILE FOR ANY LOSSES OR DAMAGES ARISING OUT OF THIS AGREEMENT MUST BE MADE OR RELATING TO: (A) ANY INACCURACY, DEFECT OR OMISSION OF CRYPTOCURRENCY PRICE DATA, OR ANY EROR, DELAY OR INTERRUPTION IN THE TRANSMISSION OF SUCH DATA; (B) VIRUSES OR OTHER MALICIOUS SOFTWARE OBTAINED BY ACCESSING THE LICENSEE WITHIN ONE YEAR WEBSITE, SOFTWARE, SYSTEMS OPERATED BY BTCS OR ON BTCS’S BEHALF OR ANY OF THE INCIDENT BTCS PLATFORM AND SERVICES OR WEBSITE OR SERVICE LINKED TO WHICH THEY RELATE THE WEBSITE; (C) GLITCHES, BUGS, ERRORS, OR BE FOREVER BARRED. The provisions of this Section allocate the risks under this Agreement between Licensor and the Licensee and this Agreement and the pricing and other terms contained herein reflect the allocation of risk and limitation of liability specified herein. LICENSOR EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE LICENSEE’S SOLE REMEDY FOR LICENSOR’S BREACH INACCURACIES OF ANY KIND IN THE WEBSITE, SOFTWARE, SYSTEMS OPERATED BY BTCS OR ALL PROVISIONS, REPRESENTATIONS, WARRANTIES ON BTCS’S BEHALF OR ANY OF THE BTCS PLATFORM AND COVENANTS IN THIS AGREEMENT IS AS SET FORTH IN THIS PARAGRAPHSERVICES; OR (D) A SUSPENSION OR OTHER ACTION TAKEN WITH RESPECT TO YOUR USER ACCOUNT.

Appears in 2 contracts

Samples: Platform and Staking Services Agreement, Platform and Staking Services Agreement

Limitation of Liability; No Warranty. IN NO EVENT SHALL LICENSOR EITHER PARTY, ITS AFFILIATES AND SERVICE PROVIDERS, OR BOLP ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR REPRESENTATIVES, BE LIABLE TO THE LICENSEE (A) FOR ANY AMOUNT IN EXCESS GREATER THAN THE VALUE OF THE FEES ACTUALLY PAID BY SUPPORTED DIGITAL ASSETS ON DEPOSIT IN CLIENT’S TRUST COMPANY CUSTODIAL ACCOUNT AT THE LICENSEE TIME OF, AND DIRECTLY RELATING TO, THE EVENTS GIVING RISE TO LICENSOR UNDER THIS AGREEMENT. THE LIABILITY OCCURRED, THE VALUE OF WHICH SHALL BE DETERMINED IN NO EVENT SHALL LICENSOR ACCORDANCE WITH THE TERMS SET FORTH IN THE FEE SCHEDULE GOVERNING VALUATION OF THE SUPPORTED DIGITAL ASSET(S), (BOLPB) FOR ANY LOST PROFITS OR SARASOTA COUNTY BE LIABLE FOR INDIRECT, ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES, INCLUDINGWHETHER BASED IN CONTRACT, WITHOUT LIMITATION, LOSS OF PROFITS OR INTERRUPTION OF BUSINESS, WHETHER SUCH DAMAGES ARE ALLEGED IN TORT, CONTRACTNEGLIGENCE, INDEMNITYSTRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF THE TRUST COMPANY SITE OR THE TRUST COMPANY CUSTODIAL SERVICES, OR THIS AGREEMENT, EVEN IF LICENSOR OR BOLP AN AUTHORIZED REPRESENTATIVE OF TRUST COMPANY HAS BEEN APPRISED ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. THIS MEANS, BY WAY OF EXAMPLE ONLY (AND WITHOUT LIMITING THE LICENSEE HEREBY WAIVES ANY CLAIM THAT THESE EXCLUSIONS DEPRIVE THE LICENSEE OF AN ADEQUATE REMEDY. CLAIMS FOR DAMAGES ARISING OUT OF THIS AGREEMENT MUST BE MADE BY THE LICENSEE WITHIN ONE YEAR SCOPE OF THE INCIDENT PRECEDING SENTENCE), THAT IF CLIENT CLAIMS THAT TRUST COMPANY FAILED TO WHICH THEY RELATE PROCESS A DEPOSIT OR BE FOREVER BARREDWITHDRAWAL PROPERLY, CLIENT’S DAMAGES ARE LIMITED TO NO MORE Certain confidential information contained in this document, marked by [**], has been omitted because Grayscale Bitcoin Trust (BTC) has determined that the information (i) is not material and (ii) would likely cause competitive harm to Grayscale Bitcoin Trust (BTC) if publicly disclosed. The provisions BIT-19 Confidential treatment requested by the registrant for its submission of this Section allocate the risks under this Agreement between Licensor draft registration statement pursuant to Securities and the Licensee and this Agreement and the pricing and other terms contained herein reflect the allocation of risk and limitation of liability specified hereinExchange Commission Rule 83 THAN THE VALUE OF THE SUPPORTED DIGITAL ASSETS AT ISSUE IN THE DEPOSIT OR WITHDRAWAL, AND THAT CLIENT MAY NOT RECOVER FOR LOST PROFITS, LOST BUSINESS OPPORTUNITIES, OR OTHER TYPES OF SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES IN EXCESS OF THE VALUE OF THE SUPPORTED DIGITAL ASSETS AT ISSUE IN THE DEPOSIT OR WITHDRAWAL. LICENSOR EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIESSOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION MAY NOT APPLY TO CLIENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING PARAGRAPH, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF TITLE, MERCHANTABILITY OR FITNESS TRUST COMPANY SHALL BE LIABLE TO CLIENT FOR A PARTICULAR PURPOSE. THE LICENSEE’S SOLE REMEDY FOR LICENSOR’S BREACH LOSS OF ANY OR ALL PROVISIONSDIGITAL ASSETS ON DEPOSIT IN CLIENT’S TRUST COMPANY CUSTODIAL ACCOUNT TO THE EXTENT THAT TRUST COMPANY CAUSED SUCH LOSS (INCLUDING IF CLIENT IS NOT ABLE TO TIMELY WITHDRAW DIGITAL ASSETS FROM THE ACCOUNT, REPRESENTATIONSACCORDING TO SECTION 3), WARRANTIES AND COVENANTS IN THIS AGREEMENT IS EVEN IF TRUST COMPANY MEETS ITS DUTY OF EXERCISING BEST EFFORTS AS SET FORTH IN THIS PARAGRAPHAGREEMENT, AND TRUST COMPANY SHALL BE REQUIRED TO RETURN TO CLIENT A QUANTITY EQUAL TO THE QUANTITY OF ANY SUCH LOST DIGITAL ASSETS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TRUST COMPANY CUSTODIAL SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRUST COMPANY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. EXCEPT AS PROVIDED HEREIN, TRUST COMPANY DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE SITE, ANY PART OF THE TRUST COMPANY CUSTODIAL SERVICES, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, OR TIMELY; OR BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES; OR BE SECURE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE. IN ADDITION TO THE LIMITATIONS SPECIFIED ABOVE, FOR SO LONG THAT A COLD STORAGE ADDRESS HOLDS AN EXCESS OF ONE HUNDRED MILLION US DOLLARS (US$100,000,000) (THE “COLD STORAGE THRESHOLD”) FOR A PERIOD OF FIVE (5) CONSECUTIVE BUSINESS DAYS OR MORE WITHOUT BEING REDUCED TO THE COLD STORAGE THRESHOLD OR LOWER, TRUST COMPANY’S MAXIMUM LIABILITY FOR SUCH COLD STORAGE ADDRESS SHALL BE LIMITED TO THE COLD STORAGE THRESHOLD. AS A BEST PRACTICE, TRUST COMPANY RECOMMENDS LIMITING THE VALUE OF DIGITAL ASSETS DEPOSITED IN EACH COLD STORAGE ADDRESS TO LESS THAN EIGHTY MILLION US DOLLARS (US$80,000,000). IF ELECTED BY CLIENT, AT NO ADDITIONAL COST TO CLIENT, TRUST COMPANY WILL PROVIDE CLIENT WITH ALL NECESSARY ASSISTANCE TO IMPLEMENT SUCH LIMITATIONS, INCLUDING NOTIFYING CLIENT IN WRITING IF THE VALUE OF DIGITAL ASSETS DEPOSITED IN A COLD STORAGE ADDRESS EXCEEDS THE COLD STORAGE THRESHOLD.

Appears in 1 contract

Samples: Company Custodial Services Agreement (Grayscale Bitcoin Trust (BTC))

Limitation of Liability; No Warranty. IN NO EVENT SHALL LICENSOR EITHER PARTY, ITS AFFILIATES AND SERVICE PROVIDERS, OR BOLP ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR REPRESENTATIVES, BE LIABLE TO THE LICENSEE (A) FOR ANY AMOUNT IN EXCESS GREATER THAN THE VALUE OF THE FEES ACTUALLY PAID BY SUPPORTED DIGITAL ASSETS ON DEPOSIT IN CLIENT’S TRUST COMPANY CUSTODIAL ACCOUNT AT THE LICENSEE TIME OF, AND DIRECTLY RELATING TO, THE EVENTS GIVING RISE TO LICENSOR UNDER THIS AGREEMENT. THE LIABILITY OCCURRED, THE VALUE OF WHICH SHALL BE DETERMINED IN NO EVENT SHALL LICENSOR ACCORDANCE WITH THE TERMS SET FORTH IN THE FEE SCHEDULE GOVERNING VALUATION OF THE SUPPORTED DIGITAL ASSET(S), (BOLPB) FOR ANY LOST PROFITS OR SARASOTA COUNTY BE LIABLE FOR INDIRECT, ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES, INCLUDINGWHETHER BASED IN CONTRACT, WITHOUT LIMITATION, LOSS OF PROFITS OR INTERRUPTION OF BUSINESS, WHETHER SUCH DAMAGES ARE ALLEGED IN TORT, CONTRACTNEGLIGENCE, INDEMNITYSTRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF THE TRUST COMPANY SITE OR THE TRUST COMPANY CUSTODIAL SERVICES, OR THIS AGREEMENT, EVEN IF LICENSOR OR BOLP AN AUTHORIZED REPRESENTATIVE OF TRUST COMPANY HAS BEEN APPRISED ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. THIS MEANS, BY WAY OF EXAMPLE ONLY (AND WITHOUT LIMITING THE LICENSEE HEREBY WAIVES ANY CLAIM THAT THESE EXCLUSIONS DEPRIVE THE LICENSEE OF AN ADEQUATE REMEDY. CLAIMS FOR DAMAGES ARISING OUT OF THIS AGREEMENT MUST BE MADE BY THE LICENSEE WITHIN ONE YEAR SCOPE OF THE INCIDENT PRECEDING SENTENCE), THAT IF CLIENT CLAIMS THAT TRUST COMPANY FAILED TO WHICH THEY RELATE PROCESS A DEPOSIT OR WITHDRAWAL PROPERLY, CLIENT’S DAMAGES ARE LIMITED TO NO MORE THAN THE VALUE OF THE SUPPORTED DIGITAL ASSETS AT ISSUE IN THE DEPOSIT OR WITHDRAWAL, AND THAT CLIENT MAY NOT RECOVER FOR LOST PROFITS, LOST BUSINESS OPPORTUNITIES, OR OTHER TYPES OF SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES IN EXCESS OF THE VALUE OF THE SUPPORTED DIGITAL ASSETS AT ISSUE IN THE DEPOSIT OR WITHDRAWAL. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION MAY NOT APPLY TO CLIENT. Certain confidential information contained in this document, marked by [**], has been omitted because Grayscale Bitcoin Cash Trust (BCH) has determined that the information (i) is not material and (ii) would likely cause competitive harm to Grayscale Bitcoin Cash Trust (BCH) if publicly disclosed. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING PARAGRAPH, TRUST COMPANY SHALL BE FOREVER BARRED. The provisions of this Section allocate the risks under this Agreement between Licensor and the Licensee and this Agreement and the pricing and other terms contained herein reflect the allocation of risk and limitation of liability specified herein. LICENSOR EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF TITLE, MERCHANTABILITY OR FITNESS LIABLE TO CLIENT FOR A PARTICULAR PURPOSE. THE LICENSEE’S SOLE REMEDY FOR LICENSOR’S BREACH LOSS OF ANY OR ALL PROVISIONSDIGITAL ASSETS ON DEPOSIT IN CLIENT’S TRUST COMPANY CUSTODIAL ACCOUNT TO THE EXTENT THAT TRUST COMPANY CAUSED SUCH LOSS (INCLUDING IF CLIENT IS NOT ABLE TO TIMELY WITHDRAW DIGITAL ASSETS FROM THE ACCOUNT, REPRESENTATIONSACCORDING TO SECTION 3), WARRANTIES AND COVENANTS IN THIS AGREEMENT IS EVEN IF TRUST COMPANY MEETS ITS DUTY OF EXERCISING BEST EFFORTS AS SET FORTH IN THIS PARAGRAPHAGREEMENT, AND TRUST COMPANY SHALL BE REQUIRED TO RETURN TO CLIENT A QUANTITY EQUAL TO THE QUANTITY OF ANY SUCH LOST DIGITAL ASSETS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TRUST COMPANY CUSTODIAL SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRUST COMPANY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. EXCEPT AS PROVIDED HEREIN, TRUST COMPANY DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE SITE, ANY PART OF THE TRUST COMPANY CUSTODIAL SERVICES, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, OR TIMELY; OR BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES; OR BE SECURE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE. IN ADDITION TO THE LIMITATIONS SPECIFIED ABOVE, FOR SO LONG THAT A COLD STORAGE ADDRESS HOLDS AN EXCESS OF ONE HUNDRED MILLION US DOLLARS (US$100,000,000) (THE “COLD STORAGE THRESHOLD”) FOR A PERIOD OF FIVE (5) CONSECUTIVE BUSINESS DAYS OR MORE WITHOUT BEING REDUCED TO THE COLD STORAGE THRESHOLD OR LOWER, TRUST COMPANY’S MAXIMUM LIABILITY FOR SUCH COLD STORAGE ADDRESS SHALL BE LIMITED TO THE COLD STORAGE THRESHOLD. AS A BEST PRACTICE, TRUST COMPANY RECOMMENDS LIMITING THE VALUE OF DIGITAL ASSETS DEPOSITED IN EACH COLD STORAGE ADDRESS TO LESS THAN EIGHTY MILLION US DOLLARS (US$80,000,000). IF ELECTED BY CLIENT, AT NO ADDITIONAL COST TO CLIENT, TRUST COMPANY WILL PROVIDE CLIENT WITH ALL NECESSARY ASSISTANCE TO IMPLEMENT SUCH LIMITATIONS, INCLUDING NOTIFYING CLIENT IN WRITING IF THE VALUE OF DIGITAL ASSETS DEPOSITED IN A COLD STORAGE ADDRESS EXCEEDS THE COLD STORAGE THRESHOLD.

Appears in 1 contract

Samples: Trust Company Custodial Services Agreement (Grayscale Bitcoin Cash Trust (BCH))

Limitation of Liability; No Warranty. IN NO EVENT SHALL LICENSOR EITHER PARTY, ITS AFFILIATES AND SERVICE PROVIDERS, OR BOLP ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR REPRESENTATIVES, BE LIABLE TO THE LICENSEE (A) FOR ANY AMOUNT IN EXCESS GREATER THAN THE VALUE OF THE FEES ACTUALLY PAID BY SUPPORTED DIGITAL ASSETS ON DEPOSIT IN CLIENT’S TRUST COMPANY CUSTODIAL ACCOUNT AT THE LICENSEE TIME OF, AND DIRECTLY RELATING TO, THE EVENTS GIVING RISE TO LICENSOR UNDER THIS AGREEMENT. THE LIABILITY OCCURRED, THE VALUE OF WHICH SHALL BE DETERMINED IN NO EVENT SHALL LICENSOR ACCORDANCE WITH THE TERMS SET FORTH IN THE FEE SCHEDULE GOVERNING VALUATION OF THE SUPPORTED DIGITAL ASSET(S), (BOLPB) FOR ANY LOST PROFITS OR SARASOTA COUNTY BE LIABLE FOR INDIRECT, ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES, INCLUDINGWHETHER BASED IN CONTRACT, WITHOUT LIMITATION, LOSS OF PROFITS OR INTERRUPTION OF BUSINESS, WHETHER SUCH DAMAGES ARE ALLEGED IN TORT, CONTRACTNEGLIGENCE, INDEMNITYSTRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF THE TRUST COMPANY SITE OR THE TRUST COMPANY CUSTODIAL SERVICES, OR THIS AGREEMENT, EVEN IF LICENSOR OR BOLP AN AUTHORIZED REPRESENTATIVE OF TRUST COMPANY HAS BEEN APPRISED ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. THIS MEANS, BY WAY OF EXAMPLE ONLY (AND WITHOUT LIMITING THE LICENSEE HEREBY WAIVES ANY CLAIM THAT THESE EXCLUSIONS DEPRIVE THE LICENSEE OF AN ADEQUATE REMEDY. CLAIMS FOR DAMAGES ARISING OUT OF THIS AGREEMENT MUST BE MADE BY THE LICENSEE WITHIN ONE YEAR SCOPE OF THE INCIDENT PRECEDING SENTENCE), THAT IF CLIENT CLAIMS THAT TRUST COMPANY FAILED TO WHICH THEY RELATE PROCESS A DEPOSIT OR WITHDRAWAL PROPERLY, CLIENT’S DAMAGES ARE LIMITED TO NO MORE THAN THE VALUE OF THE SUPPORTED DIGITAL ASSETS AT ISSUE IN THE DEPOSIT OR WITHDRAWAL, AND THAT CLIENT MAY NOT RECOVER FOR LOST PROFITS, LOST BUSINESS OPPORTUNITIES, OR OTHER TYPES OF SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES IN EXCESS OF THE VALUE OF THE SUPPORTED DIGITAL ASSETS AT ISSUE IN THE DEPOSIT OR WITHDRAWAL. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION MAY NOT APPLY TO CLIENT. Certain confidential information contained in this document, marked by [**], has been omitted because Grayscale Litecoin Trust (LTC) has determined that the information (i) is not material and (ii) would likely cause competitive harm to Grayscale Litecoin Trust (LTC) if publicly disclosed. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING PARAGRAPH, TRUST COMPANY SHALL BE FOREVER BARRED. The provisions of this Section allocate the risks under this Agreement between Licensor and the Licensee and this Agreement and the pricing and other terms contained herein reflect the allocation of risk and limitation of liability specified herein. LICENSOR EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF TITLE, MERCHANTABILITY OR FITNESS LIABLE TO CLIENT FOR A PARTICULAR PURPOSE. THE LICENSEE’S SOLE REMEDY FOR LICENSOR’S BREACH LOSS OF ANY OR ALL PROVISIONSDIGITAL ASSETS ON DEPOSIT IN CLIENT’S TRUST COMPANY CUSTODIAL ACCOUNT TO THE EXTENT THAT TRUST COMPANY CAUSED SUCH LOSS (INCLUDING IF CLIENT IS NOT ABLE TO TIMELY WITHDRAW DIGITAL ASSETS FROM THE ACCOUNT, REPRESENTATIONSACCORDING TO SECTION 3), WARRANTIES AND COVENANTS IN THIS AGREEMENT IS EVEN IF TRUST COMPANY MEETS ITS DUTY OF EXERCISING BEST EFFORTS AS SET FORTH IN THIS PARAGRAPHAGREEMENT, AND TRUST COMPANY SHALL BE REQUIRED TO RETURN TO CLIENT A QUANTITY EQUAL TO THE QUANTITY OF ANY SUCH LOST DIGITAL ASSETS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TRUST COMPANY CUSTODIAL SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRUST COMPANY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. EXCEPT AS PROVIDED HEREIN, TRUST COMPANY DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE SITE, ANY PART OF THE TRUST COMPANY CUSTODIAL SERVICES, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, OR TIMELY; OR BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES; OR BE SECURE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE. IN ADDITION TO THE LIMITATIONS SPECIFIED ABOVE, FOR SO LONG THAT A COLD STORAGE ADDRESS HOLDS AN EXCESS OF ONE HUNDRED MILLION US DOLLARS (US$100,000,000) (THE “COLD STORAGE THRESHOLD”) FOR A PERIOD OF FIVE (5) CONSECUTIVE BUSINESS DAYS OR MORE WITHOUT BEING REDUCED TO THE COLD STORAGE THRESHOLD OR LOWER, TRUST COMPANY’S MAXIMUM LIABILITY FOR SUCH COLD STORAGE ADDRESS SHALL BE LIMITED TO THE COLD STORAGE THRESHOLD. AS A BEST PRACTICE, TRUST COMPANY RECOMMENDS LIMITING THE VALUE OF DIGITAL ASSETS DEPOSITED IN EACH COLD STORAGE ADDRESS TO LESS THAN EIGHTY MILLION US DOLLARS (US$80,000,000). IF ELECTED BY CLIENT, AT NO ADDITIONAL COST TO CLIENT, TRUST COMPANY WILL PROVIDE CLIENT WITH ALL NECESSARY ASSISTANCE TO IMPLEMENT SUCH LIMITATIONS, INCLUDING NOTIFYING CLIENT IN WRITING IF THE VALUE OF DIGITAL ASSETS DEPOSITED IN A COLD STORAGE ADDRESS EXCEEDS THE COLD STORAGE THRESHOLD.

Appears in 1 contract

Samples: Trust Company Custodial Services Agreement (Grayscale Litecoin Trust (LTC))

Limitation of Liability; No Warranty. IN NO EVENT SHALL LICENSOR METAL X, ITS AFFILIATES AND SERVICE PROVIDERS, OR BOLP ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR REPRESENTATIVES, BE LIABLE TO THE LICENSEE (A) FOR ANY AMOUNT GREATER THAN THE VALUE OF THE SUPPORTED DIGITAL ASSET ON DEPOSIT IN YOUR METAL X ACCOUNT(S) OR (B) FOR ANY LOST PROFITS, DIMINUTION IN VALUE OR BUSINESS OPPORTUNITY, ANY LOSS, DAMAGE, CORRUPTION OR BREACH OF DATA OR ANY OTHER INTANGIBLE PROPERTY OR ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF THE METAL X SITE OR THE METAL X SERVICES, OR THIS AGREEMENT, EVEN IF AN AUTHORIZED REPRESENTATIVE OF METAL X HAS BEEN ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE, EXCEPT TO THE EXTENT OF A FINAL JUDICIAL DETERMINATION THAT SUCH DAMAGES WERE A RESULT OF METAL X’S GROSS NEGLIGENCE, FRAUD, WILLFUL MISCONDUCT OR INTENTIONAL VIOLATION OF LAW. THIS MEANS, BY WAY OF EXAMPLE ONLY (AND WITHOUT LIMITING THE SCOPE OF THE PRECEDING SENTENCE), THAT IF YOU CLAIM THAT METAL X FAILED TO PROCESS A BUY OR SELL TRANSACTION PROPERLY, YOUR DAMAGES ARE LIMITED TO NO MORE THAN THE VALUE OF THE SUPPORTED DIGITAL ASSET AT ISSUE IN THE TRANSACTION, AND THAT YOU MAY NOT RECOVER FOR LOST PROFITS, LOST BUSINESS OPPORTUNITIES, DIMINUTION IN VALUE OR OTHER TYPES OF SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES IN EXCESS OF THE FEES ACTUALLY PAID VALUE OF THE SUPPORTED DIGITAL ASSETAT ISSUE IN THE TRANSACTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THE METAL X SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, METAL X SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. THE LICENSEE OPERATION OF OUR WEBSITES OR APPS MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF OUR CONTROL. METAL X DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO LICENSOR UNDER THE SITE, ANY PART OF THE METAL X SERVICES, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE. METAL X DOES NOT GUARANTEE THAT ANY ORDER WILL BE EXECUTED, ACCEPTED, RECORDED OR REMAIN OPEN. METAL X MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE AMOUNT OF TIME NEEDED TO COMPLETE PROCESSING BECAUSE THE SERVICES ARE DEPENDENT UPON MANY FACTORS OUTSIDE OF OUR CONTROL, SUCH AS DELAYS IN THE BANKING SYSTEM. EXCEPT FOR THE EXPRESS STATEMENTS SET FORTH IN THIS AGREEMENT, YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU HAVE NOT RELIED UPON ANY OTHER STATEMENT OR UNDERSTANDING, WHETHER WRITTEN OR ORAL, WITH RESPECT TO YOUR USE AND ACCESS OF THE METAL X SERVICES AND METAL X SITE. WITHOUT LIMITING THE FOREGOING, YOU HEREBY UNDERSTAND AND AGREE THAT METAL X WILL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES ARISING OUT OF OR RELATING TO: (A) ANY INACCURACY, DEFECT OR OMISSION OF DIGITAL ASSET PRICE DATA, (B) ANY ERROR OR DELAY IN THE TRANSMISSION OF SUCH DATA, OR (C) INTERRUPTION IN ANY SUCH DATA. YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTION WITH OR RELIANCE ON ANY OTHER USER OF OUR SERVICE OR THEIR CONDUCT. METAL X MAKES NO REPRESENTATIONS ABOUT THE ACCURACY, ORDER, TIMELINESS OR COMPLETENESS OF HISTORICAL DIGITAL ASSET PRICE DATA AVAILABLE ON THE METAL X SITE. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO SOME OR ALL OF THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU BY OPERATION OF LAW. LIMITATION OF LIABILITY. THE METAL PARTIES’ (AS DEFINED IN SECTION 21) LIABILITY UNDER THESE TERMS IS LIMITED WITH RESPECT TO YOUR ACCOUNTS AND YOUR USE OF THE SERVICES. IN NO EVENT SHALL LICENSOR (BOLP) OR SARASOTA COUNTY THE METAL PARTIES BE LIABLE FOR INDIRECT, LOST PROFITS OR ANY SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF DATA OR LOSS OF BUSINESS), OR TAXES ARISING OUT OF OR IN CONNECTION WITH ANY OF THE SERVICES OR THESE TERMS (HOWEVER ARISING, INCLUDING NEGLIGENCE), UNLESS AND TO THE EXTENT PROHIBITED BY LAW. OUR LIABILITY TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE ACTUAL AMOUNT OF DIRECT DAMAGES INCURRED BY YOU IN CONNECTION WITH YOUR USE OF OUR SERVICES OR THESE TERMS. IN ADDITION, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE METAL PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO HOLD THE METAL PARTIES RESPONSIBLE, FOR ANY DAMAGES OR LOSSES (INCLUDING, BUT NOT LIMITED TO, LOSS OF DIGITAL ASSETS, GOODWILL, OR REPUTATION, PROFITS, TAXES, OR OTHER INTANGIBLE LOSSES OR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES) RESULTING DIRECTLY OR INDIRECTLY FROM: (1) YOUR USE OF, OR YOUR INABILITY TO USE, THE SERVICES; (2) DELAYS OR DISRUPTIONS IN THE SERVICES; (3) VIRUSES OR OTHER MALICIOUS SOFTWARE OBTAINED BY ACCESSING THE SERVICES OR ANY WEBSITE OR SERVICE LINKED TO THE SERVICES; (4) GLITCHES, BUGS, ERRORS, OR INACCURACIES OF ANY KIND IN THE SERVICES OR IN THE INFORMATION AND GRAPHICS OBTAINED FROM THEM; (5) THE CONTENT, ACTIONS, OR INACTIONS OF THIRD PARTIES; (6) A SUSPENSION OR OTHER ACTION TAKEN WITH RESPECT TO YOUR ACCOUNTS; OR (7) YOUR NEED TO MODIFY YOUR PRACTICES, CONTENT, OR BEHAVIOR, OR YOUR LOSS OF OR INABILITY TO DO BUSINESS, AS A RESULT OF CHANGES TO THESE TERMS OR OUR POLICIES. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL LOSSES AND DAMAGES OF ANY KIND (WHETHER INDIRECT, GENERAL, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS DATA, INCOME OR INTERRUPTION OF BUSINESSPROFITS), WHETHER SUCH DAMAGES ARE ALLEGED IN TORT, THE CLAIM IS BASED ON CONTRACT, INDEMNITYTORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISEANY OTHER LEGAL THEORY, EVEN IF LICENSOR AN AUTHORIZED REPRESENTATIVE OF METAL OR BOLP ANOTHER RELEASED PARTY HAS BEEN APPRISED ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND WITHOUT REGARD TO THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES, PROVIDED THAT THIS LIMITATION OF LIABILITY DOES NOT APPLY IF THE METAL PARTIES ARE EITHER GROSSLY NEGLIGENT OR ENGAGE IN INTENTIONAL MISCONDUCT. THE LICENSEE HEREBY WAIVES ANY CLAIM THAT THESE EXCLUSIONS DEPRIVE THE LICENSEE OF AN ADEQUATE REMEDY. CLAIMS FOR DAMAGES ARISING OUT OF THIS AGREEMENT MUST BE MADE BY THE LICENSEE WITHIN ONE YEAR OF THE INCIDENT TO WHICH THEY RELATE OR BE FOREVER BARRED. The IF YOU ARE A NEW JERSEY RESIDENT, the provisions of this Section allocate 9.3 are intended to apply only to the risks extent permitted under this Agreement between Licensor and the Licensee and this Agreement and the pricing and other terms contained herein reflect the allocation of risk and limitation of liability specified herein. LICENSOR EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE LICENSEE’S SOLE REMEDY FOR LICENSOR’S BREACH OF ANY OR ALL PROVISIONS, REPRESENTATIONS, WARRANTIES AND COVENANTS IN THIS AGREEMENT IS AS SET FORTH IN THIS PARAGRAPHNew Jersey law.

Appears in 1 contract

Samples: Metal X User Agreement

Limitation of Liability; No Warranty. IN NO EVENT SHALL LICENSOR SUDORANDOM, ITS AFFILIATES AND SERVICE PROVIDERS, OR BOLP BE LIABLE TO THE LICENSEE FOR ANY AMOUNT IN EXCESS OF THE FEES ACTUALLY PAID BY THE LICENSEE TO LICENSOR UNDER THIS AGREEMENT. IN NO EVENT SHALL LICENSOR (BOLP) THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES OR SARASOTA COUNTY REPRESENTATIVES, BE LIABLE FOR INDIRECT, ANY LOST PROFITS OR ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES, INCLUDINGWHETHER BASED IN CONTRACT, WITHOUT LIMITATION, LOSS OF PROFITS OR INTERRUPTION OF BUSINESS, WHETHER SUCH DAMAGES ARE ALLEGED IN TORT, CONTRACTNEGLIGENCE, INDEMNITYSTRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH EITHER THE AUTHORIZED OR UNAUTHORIZED USE OF THE SITE, OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF LICENSOR AN SUDORANDOM REPRESENTATIVE KNEW OR BOLP HAS BEEN APPRISED SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE, EXCEPT TO THE EXTENT OF A FINAL JUDICIAL DETERMINATION THAT SUCH DAMAGES WERE A RESULT OF SUDORANDOM’S GROSS NEGLIGENCE, FRAUD, WILLFUL MISCONDUCT OR INTENTIONAL VIOLATION OF LAW OR EXCEPT IN JURISDICTIONS THAT DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES. THE LICENSEE HEREBY WAIVES SITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY CLAIM THAT THESE EXCLUSIONS DEPRIVE REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE LICENSEE OF AN ADEQUATE REMEDY. CLAIMS FOR DAMAGES ARISING OUT OF THIS AGREEMENT MUST BE MADE MAXIMUM EXTENT PERMITTED BY THE LICENSEE WITHIN ONE YEAR OF THE INCIDENT TO WHICH THEY RELATE OR BE FOREVER BARRED. The provisions of this Section allocate the risks under this Agreement between Licensor and the Licensee and this Agreement and the pricing and other terms contained herein reflect the allocation of risk and limitation of liability specified herein. LICENSOR EXPRESSLY APPLICABLE LAW, SUDORANDOM SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSEPURPOSE AND/OR NON- INFRINGEMENT. SUDORANDOM DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE LICENSEE’S SOLE REMEDY SITE, ANY PART OF THE SITE, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE AND WILL NOT BE LIABLE FOR LICENSOR’S BREACH OF ANY OR ALL PROVISIONS, REPRESENTATIONS, WARRANTIES AND COVENANTS IN THIS AGREEMENT IS AS SET FORTH IN THIS PARAGRAPHLOSSES RELATING THERETO.

Appears in 1 contract

Samples: sudoswap.xyz

Limitation of Liability; No Warranty. IN NO EVENT SHALL LICENSOR EITHER PARTY, ITS AFFILIATES AND SERVICE PROVIDERS, OR BOLP ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR REPRESENTATIVES, BE LIABLE TO THE LICENSEE (A) FOR ANY AMOUNT IN EXCESS GREATER THAN THE VALUE OF THE FEES ACTUALLY PAID BY SUPPORTED DIGITAL ASSETS ON DEPOSIT IN CLIENT’S TRUST COMPANY CUSTODIAL ACCOUNT AT THE LICENSEE TIME OF, AND DIRECTLY RELATING TO, THE EVENTS GIVING RISE TO LICENSOR UNDER THIS AGREEMENT. THE LIABILITY OCCURRED, THE VALUE OF WHICH SHALL BE DETERMINED IN NO EVENT SHALL LICENSOR ACCORDANCE WITH THE TERMS SET FORTH IN THE FEE SCHEDULE GOVERNING VALUATION OF THE SUPPORTED DIGITAL ASSET(S), (BOLPB) FOR ANY LOST PROFITS OR SARASOTA COUNTY BE LIABLE FOR INDIRECT, ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES, INCLUDINGWHETHER BASED IN CONTRACT, WITHOUT LIMITATION, LOSS OF PROFITS OR INTERRUPTION OF BUSINESS, WHETHER SUCH DAMAGES ARE ALLEGED IN TORT, CONTRACTNEGLIGENCE, INDEMNITYSTRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF THE TRUST COMPANY SITE OR THE TRUST COMPANY CUSTODIAL SERVICES, OR THIS AGREEMENT, EVEN IF LICENSOR OR BOLP AN AUTHORIZED REPRESENTATIVE OF TRUST COMPANY HAS BEEN APPRISED ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. THIS MEANS, BY WAY OF EXAMPLE ONLY (AND WITHOUT LIMITING THE LICENSEE HEREBY WAIVES ANY CLAIM THAT THESE EXCLUSIONS DEPRIVE THE LICENSEE OF AN ADEQUATE REMEDY. CLAIMS FOR DAMAGES ARISING OUT OF THIS AGREEMENT MUST BE MADE BY THE LICENSEE WITHIN ONE YEAR SCOPE OF THE INCIDENT PRECEDING SENTENCE), THAT IF CLIENT CLAIMS THAT TRUST COMPANY FAILED TO WHICH THEY RELATE PROCESS A DEPOSIT OR WITHDRAWAL PROPERLY, CLIENT’S DAMAGES ARE LIMITED TO NO MORE THAN THE VALUE OF THE SUPPORTED DIGITAL ASSETS AT ISSUE IN THE DEPOSIT OR WITHDRAWAL, AND THAT CLIENT MAY NOT RECOVER FOR LOST PROFITS, LOST BUSINESS OPPORTUNITIES, OR OTHER TYPES OF SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES IN EXCESS OF THE VALUE OF THE SUPPORTED DIGITAL ASSETS AT ISSUE IN THE DEPOSIT OR WITHDRAWAL. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION MAY NOT APPLY TO CLIENT. Certain confidential information contained in this document, marked by [**], has been omitted because Grayscale Ethereum Trust (ETH) has determined that the information (i) is not material and (ii) would likely cause competitive harm to Grayscale Ethereum Trust (ETH) if publicly disclosed. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING PARAGRAPH, TRUST COMPANY SHALL BE FOREVER BARRED. The provisions of this Section allocate the risks under this Agreement between Licensor and the Licensee and this Agreement and the pricing and other terms contained herein reflect the allocation of risk and limitation of liability specified herein. LICENSOR EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF TITLE, MERCHANTABILITY OR FITNESS LIABLE TO CLIENT FOR A PARTICULAR PURPOSE. THE LICENSEE’S SOLE REMEDY FOR LICENSOR’S BREACH LOSS OF ANY OR ALL PROVISIONSDIGITAL ASSETS ON DEPOSIT IN CLIENT’S TRUST COMPANY CUSTODIAL ACCOUNT TO THE EXTENT THAT TRUST COMPANY CAUSED SUCH LOSS (INCLUDING IF CLIENT IS NOT ABLE TO TIMELY WITHDRAW DIGITAL ASSETS FROM THE ACCOUNT, REPRESENTATIONSACCORDING TO SECTION 3), WARRANTIES AND COVENANTS IN THIS AGREEMENT IS EVEN IF TRUST COMPANY MEETS ITS DUTY OF EXERCISING BEST EFFORTS AS SET FORTH IN THIS PARAGRAPHAGREEMENT, AND TRUST COMPANY SHALL BE REQUIRED TO RETURN TO CLIENT A QUANTITY EQUAL TO THE QUANTITY OF ANY SUCH LOST DIGITAL ASSETS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TRUST COMPANY CUSTODIAL SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRUST COMPANY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. EXCEPT AS PROVIDED HEREIN, TRUST COMPANY DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE SITE, ANY PART OF THE TRUST COMPANY CUSTODIAL SERVICES, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, OR TIMELY; OR BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES; OR BE SECURE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE. IN ADDITION TO THE LIMITATIONS SPECIFIED ABOVE, FOR SO LONG THAT A COLD STORAGE ADDRESS HOLDS AN EXCESS OF ONE HUNDRED MILLION US DOLLARS (US$100,000,000) (THE “COLD STORAGE THRESHOLD”) FOR A PERIOD OF FIVE (5) CONSECUTIVE BUSINESS DAYS OR MORE WITHOUT BEING REDUCED TO THE COLD STORAGE THRESHOLD OR LOWER, TRUST COMPANY’S MAXIMUM LIABILITY FOR SUCH COLD STORAGE ADDRESS SHALL BE LIMITED TO THE COLD STORAGE THRESHOLD. AS A BEST PRACTICE, TRUST COMPANY RECOMMENDS LIMITING THE VALUE OF DIGITAL ASSETS DEPOSITED IN EACH COLD STORAGE ADDRESS TO LESS THAN EIGHTY MILLION US DOLLARS (US$80,000,000). IF ELECTED BY CLIENT, AT NO ADDITIONAL COST TO CLIENT, TRUST COMPANY WILL PROVIDE CLIENT WITH ALL NECESSARY ASSISTANCE TO IMPLEMENT SUCH LIMITATIONS, INCLUDING NOTIFYING CLIENT IN WRITING IF THE VALUE OF DIGITAL ASSETS DEPOSITED IN A COLD STORAGE ADDRESS EXCEEDS THE COLD STORAGE THRESHOLD.

Appears in 1 contract

Samples: Trust Company Custodial Services Agreement (Grayscale Ethereum Trust (ETH))

Limitation of Liability; No Warranty. IN NO EVENT SHALL LICENSOR OR BOLP BE LIABLE TO THE LICENSEE FOR ANY AMOUNT IN EXCESS OF THE FEES ACTUALLY PAID BY THE LICENSEE TO LICENSOR UNDER THIS AGREEMENT. IN NO EVENT SHALL LICENSOR (BOLP) OR SARASOTA COUNTY YOU EXPRESSLY UNDERSTAND AND AGREE THAT COMPANY AND OUR AFFILIATES AND SERVICE PROVIDERS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, AND REPRESENTATIVES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, INCIDENTALCONSEQUENTIAL, EXEMPLARY DAMAGES, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS OR INTERRUPTION INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESSGOODWILL, WHETHER SUCH DAMAGES ARE ALLEGED IN TORTUSE, CONTRACT, INDEMNITYDATA, OR OTHERWISE, OTHER INTANGIBLE LOSSES (EVEN IF LICENSOR OR BOLP COMPANY HAS BEEN APPRISED ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE RESERVE APP; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE RESERVE APP; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (IV) ANY OTHER MATTER RELATING TO THE RESERVE APP. We will not be liable for “exemplary damages” (often called punitive damages) or other indirect losses. So if we do something wrong that costs you $100, our potential liability is limited to that $100. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE RESERVE APP OR WITH THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE RESERVE APP AND CLOSE YOUR RESERVE APP ACCOUNT WITH TRUSTEE. THE LICENSEE HEREBY WAIVES RESERVE APP IS PROVIDED “AS IS” AND WITHOUT ANY CLAIM THAT THESE EXCLUSIONS DEPRIVE THE LICENSEE OF AN ADEQUATE REMEDY. CLAIMS FOR DAMAGES ARISING OUT OF THIS AGREEMENT MUST BE MADE BY THE LICENSEE WITHIN ONE YEAR OF THE INCIDENT TO WHICH THEY RELATE REPRESENTATION OR BE FOREVER BARRED. The provisions of this Section allocate the risks under this Agreement between Licensor and the Licensee and this Agreement and the pricing and other terms contained herein reflect the allocation of risk and limitation of liability specified herein. LICENSOR EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIESWARRANTY, WHETHER EXPRESS EXPRESS, IMPLIED OR IMPLIEDSTATUTORY. COMPANY, INCLUDINGOUR AFFILIATES, WITHOUT LIMITATIONAND OUR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, AND SUPPLIERS SPECIFICALLY DISCLAIM ANY WARRANTY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSEPURPOSE OR NON-INFRINGEMENT. COMPANY MAKES NO WARRANTY THAT (I) THE LICENSEE’S SOLE REMEDY FOR LICENSOR’S BREACH RESERVE APP WILL MEET YOUR REQUIREMENTS, (II) THE RESERVE APP WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR (III) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR ALL PROVISIONSOTHER MATERIAL PURCHASED OR OBTAINED BY YOU WILL MEET YOUR EXPECTATIONS. We cannot guarantee that Company is always going to meet your demands. As we grow we will likely add new services, REPRESENTATIONSchange certain features and drop old features. We hope you are always happy with Company, WARRANTIES AND COVENANTS IN THIS AGREEMENT IS AS SET FORTH IN THIS PARAGRAPHbut we can’t contractually guarantee you will be. Some jurisdictions do not allow the disclaimer of implied warranties, so the foregoing disclaimers may not apply to you. This Section 17 gives you specific legal rights and you may also have other legal rights that vary from state to state.

Appears in 1 contract

Samples: Reserve App User Agreement

Limitation of Liability; No Warranty. IN NO EVENT SHALL LICENSOR EITHER PARTY, ITS AFFILIATES AND SERVICE PROVIDERS, OR BOLP ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR REPRESENTATIVES, BE LIABLE TO THE LICENSEE (A) FOR ANY AMOUNT IN EXCESS GREATER THAN THE VALUE OF THE FEES ACTUALLY PAID BY SUPPORTED DIGITAL ASSETS ON DEPOSIT IN CLIENT’S TRUST COMPANY CUSTODIAL ACCOUNT AT THE LICENSEE TIME OF, AND DIRECTLY RELATING TO, THE EVENTS GIVING RISE TO LICENSOR UNDER THIS AGREEMENT. THE LIABILITY OCCURRED, THE VALUE OF WHICH SHALL BE DETERMINED IN NO EVENT SHALL LICENSOR ACCORDANCE WITH THE TERMS SET FORTH IN THE FEE SCHEDULE GOVERNING VALUATION OF THE SUPPORTED DIGITAL ASSET(S), (BOLPB) FOR ANY LOST PROFITS OR SARASOTA COUNTY BE LIABLE FOR INDIRECT, ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES, INCLUDINGWHETHER BASED IN CONTRACT, WITHOUT LIMITATION, LOSS OF PROFITS OR INTERRUPTION OF BUSINESS, WHETHER SUCH DAMAGES ARE ALLEGED IN TORT, CONTRACTNEGLIGENCE, INDEMNITYSTRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF THE TRUST COMPANY SITE OR THE TRUST COMPANY CUSTODIAL SERVICES, OR THIS AGREEMENT, EVEN IF LICENSOR OR BOLP AN AUTHORIZED REPRESENTATIVE OF TRUST COMPANY HAS BEEN APPRISED ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. THIS MEANS, BY WAY OF EXAMPLE ONLY (AND WITHOUT LIMITING THE LICENSEE HEREBY WAIVES ANY CLAIM THAT THESE EXCLUSIONS DEPRIVE THE LICENSEE OF AN ADEQUATE REMEDY. CLAIMS FOR DAMAGES ARISING OUT OF THIS AGREEMENT MUST BE MADE BY THE LICENSEE WITHIN ONE YEAR SCOPE OF THE INCIDENT PRECEDING Certain confidential information contained in this document, marked by [**], has been omitted because Graycsale Digital Large Cap Fund LLC has determined that the information (i) is not material and (ii) would likely cause competitive harm to Graycsale Digital Large Cap Fund LLC if publicly disclosed. SENTENCE), THAT IF CLIENT CLAIMS THAT TRUST COMPANY FAILED TO WHICH THEY RELATE PROCESS A DEPOSIT OR WITHDRAWAL PROPERLY, CLIENT’S DAMAGES ARE LIMITED TO NO MORE THAN THE VALUE OF THE SUPPORTED DIGITAL ASSETS AT ISSUE IN THE DEPOSIT OR WITHDRAWAL, AND THAT CLIENT MAY NOT RECOVER FOR LOST PROFITS, LOST BUSINESS OPPORTUNITIES, OR OTHER TYPES OF SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES IN EXCESS OF THE VALUE OF THE SUPPORTED DIGITAL ASSETS AT ISSUE IN THE DEPOSIT OR WITHDRAWAL. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION MAY NOT APPLY TO CLIENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING PARAGRAPH, TRUST COMPANY SHALL BE FOREVER BARRED. The provisions of this Section allocate the risks under this Agreement between Licensor and the Licensee and this Agreement and the pricing and other terms contained herein reflect the allocation of risk and limitation of liability specified herein. LICENSOR EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF TITLE, MERCHANTABILITY OR FITNESS LIABLE TO CLIENT FOR A PARTICULAR PURPOSE. THE LICENSEE’S SOLE REMEDY FOR LICENSOR’S BREACH LOSS OF ANY OR ALL PROVISIONSDIGITAL ASSETS ON DEPOSIT IN CLIENT’S TRUST COMPANY CUSTODIAL ACCOUNT TO THE EXTENT THAT TRUST COMPANY CAUSED SUCH LOSS (INCLUDING IF CLIENT IS NOT ABLE TO TIMELY WITHDRAW DIGITAL ASSETS FROM THE ACCOUNT, REPRESENTATIONSACCORDING TO SECTION 3), WARRANTIES AND COVENANTS IN THIS AGREEMENT IS EVEN IF TRUST COMPANY MEETS ITS DUTY OF EXERCISING BEST EFFORTS AS SET FORTH IN THIS PARAGRAPHAGREEMENT, AND TRUST COMPANY SHALL BE REQUIRED TO RETURN TO CLIENT A QUANTITY EQUAL TO THE QUANTITY OF ANY SUCH LOST DIGITAL ASSETS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TRUST COMPANY CUSTODIAL SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRUST COMPANY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. EXCEPT AS PROVIDED HEREIN, TRUST COMPANY DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE SITE, ANY PART OF THE TRUST COMPANY CUSTODIAL SERVICES, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, OR TIMELY; OR BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES; OR BE SECURE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE. IN ADDITION TO THE LIMITATIONS SPECIFIED ABOVE, FOR SO LONG THAT A COLD STORAGE ADDRESS HOLDS AN EXCESS OF ONE HUNDRED MILLION US DOLLARS (US$100,000,000) (THE “COLD STORAGE THRESHOLD”) FOR A PERIOD OF FIVE (5) CONSECUTIVE BUSINESS DAYS OR MORE WITHOUT BEING REDUCED TO THE COLD STORAGE THRESHOLD OR LOWER, TRUST COMPANY’S MAXIMUM LIABILITY FOR SUCH COLD STORAGE ADDRESS SHALL BE LIMITED TO THE COLD STORAGE THRESHOLD. AS A BEST PRACTICE, TRUST COMPANY RECOMMENDS LIMITING THE VALUE OF DIGITAL ASSETS DEPOSITED IN EACH COLD STORAGE ADDRESS TO LESS THAN EIGHTY MILLION US DOLLARS (US$80,000,000). IF ELECTED BY CLIENT, AT NO ADDITIONAL COST TO CLIENT, TRUST COMPANY WILL PROVIDE CLIENT WITH ALL NECESSARY ASSISTANCE TO IMPLEMENT SUCH LIMITATIONS, INCLUDING NOTIFYING CLIENT IN WRITING IF THE VALUE OF DIGITAL ASSETS DEPOSITED IN A COLD STORAGE ADDRESS EXCEEDS THE COLD STORAGE THRESHOLD. Certain confidential information contained in this document, marked by [**], has been omitted because Graycsale Digital Large Cap Fund LLC has determined that the information (i) is not material and (ii) would likely cause competitive harm to Graycsale Digital Large Cap Fund LLC if publicly disclosed.

Appears in 1 contract

Samples: Trust Company Custodial Services Agreement (Grayscale Digital Large Cap Fund LLC)

Limitation of Liability; No Warranty. IN NO EVENT SHALL LICENSOR EITHER PARTY, ITS AFFILIATES AND SERVICE PROVIDERS, OR BOLP ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR REPRESENTATIVES, BE LIABLE TO THE LICENSEE (A) FOR ANY AMOUNT IN EXCESS GREATER THAN THE VALUE OF THE FEES ACTUALLY PAID BY SUPPORTED DIGITAL ASSETS ON DEPOSIT IN CLIENT’S TRUST COMPANY CUSTODIAL ACCOUNT AT THE LICENSEE TIME OF, AND DIRECTLY RELATING TO, THE EVENTS GIVING RISE TO LICENSOR UNDER THIS AGREEMENT. THE LIABILITY OCCURRED, THE VALUE OF WHICH SHALL BE DETERMINED IN NO EVENT SHALL LICENSOR ACCORDANCE WITH THE TERMS SET FORTH IN THE FEE SCHEDULE GOVERNING VALUATION OF THE SUPPORTED DIGITAL ASSET(S), (BOLPB) FOR ANY LOST PROFITS OR SARASOTA COUNTY BE LIABLE FOR INDIRECT, ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES, INCLUDINGWHETHER BASED IN CONTRACT, WITHOUT LIMITATION, LOSS OF PROFITS OR INTERRUPTION OF BUSINESS, WHETHER SUCH DAMAGES ARE ALLEGED IN TORT, CONTRACTNEGLIGENCE, INDEMNITYSTRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF THE TRUST COMPANY SITE OR THE TRUST COMPANY CUSTODIAL SERVICES, OR THIS AGREEMENT, EVEN IF LICENSOR OR BOLP AN AUTHORIZED REPRESENTATIVE OF TRUST COMPANY HAS BEEN APPRISED ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. THIS MEANS, BY WAY OF EXAMPLE ONLY (AND WITHOUT LIMITING THE LICENSEE HEREBY WAIVES ANY CLAIM THAT THESE EXCLUSIONS DEPRIVE THE LICENSEE OF AN ADEQUATE REMEDY. CLAIMS FOR DAMAGES ARISING OUT OF THIS AGREEMENT MUST BE MADE BY THE LICENSEE WITHIN ONE YEAR SCOPE OF THE INCIDENT PRECEDING SENTENCE), THAT IF CLIENT CLAIMS THAT TRUST COMPANY FAILED TO WHICH THEY RELATE PROCESS A DEPOSIT OR WITHDRAWAL PROPERLY, CLIENT’S DAMAGES ARE LIMITED TO NO MORE Certain confidential information contained in this document, marked by [**], has been omitted because Grayscale Bitcoin Trust (BTC) has determined that the information (i) is not material and (ii) would likely cause competitive harm to Grayscale Bitcoin Trust (BTC) if publicly disclosed. THAN THE VALUE OF THE SUPPORTED DIGITAL ASSETS AT ISSUE IN THE DEPOSIT OR WITHDRAWAL, AND THAT CLIENT MAY NOT RECOVER FOR LOST PROFITS, LOST BUSINESS OPPORTUNITIES, OR OTHER TYPES OF SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES IN EXCESS OF THE VALUE OF THE SUPPORTED DIGITAL ASSETS AT ISSUE IN THE DEPOSIT OR WITHDRAWAL. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION MAY NOT APPLY TO CLIENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING PARAGRAPH, TRUST COMPANY SHALL BE FOREVER BARRED. The provisions of this Section allocate the risks under this Agreement between Licensor and the Licensee and this Agreement and the pricing and other terms contained herein reflect the allocation of risk and limitation of liability specified herein. LICENSOR EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF TITLE, MERCHANTABILITY OR FITNESS LIABLE TO CLIENT FOR A PARTICULAR PURPOSE. THE LICENSEE’S SOLE REMEDY FOR LICENSOR’S BREACH LOSS OF ANY OR ALL PROVISIONSDIGITAL ASSETS ON DEPOSIT IN CLIENT’S TRUST COMPANY CUSTODIAL ACCOUNT TO THE EXTENT THAT TRUST COMPANY CAUSED SUCH LOSS (INCLUDING IF CLIENT IS NOT ABLE TO TIMELY WITHDRAW DIGITAL ASSETS FROM THE ACCOUNT, REPRESENTATIONSACCORDING TO SECTION 3), WARRANTIES AND COVENANTS IN THIS AGREEMENT IS EVEN IF TRUST COMPANY MEETS ITS DUTY OF EXERCISING BEST EFFORTS AS SET FORTH IN THIS PARAGRAPHAGREEMENT, AND TRUST COMPANY SHALL BE REQUIRED TO RETURN TO CLIENT A QUANTITY EQUAL TO THE QUANTITY OF ANY SUCH LOST DIGITAL ASSETS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TRUST COMPANY CUSTODIAL SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRUST COMPANY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. EXCEPT AS PROVIDED HEREIN, TRUST COMPANY DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE SITE, ANY PART OF THE TRUST COMPANY CUSTODIAL SERVICES, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, OR TIMELY; OR BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES; OR BE SECURE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE. IN ADDITION TO THE LIMITATIONS SPECIFIED ABOVE, FOR SO LONG THAT A COLD STORAGE ADDRESS HOLDS AN EXCESS OF ONE HUNDRED MILLION US DOLLARS (US$100,000,000) (THE “COLD STORAGE THRESHOLD”) FOR A PERIOD OF FIVE (5) CONSECUTIVE BUSINESS DAYS OR MORE WITHOUT BEING REDUCED TO THE COLD STORAGE THRESHOLD OR LOWER, TRUST COMPANY’S MAXIMUM LIABILITY FOR SUCH COLD STORAGE ADDRESS SHALL BE LIMITED TO THE COLD STORAGE THRESHOLD. AS A BEST PRACTICE, TRUST COMPANY RECOMMENDS LIMITING THE VALUE OF DIGITAL ASSETS DEPOSITED IN EACH COLD STORAGE ADDRESS TO LESS THAN EIGHTY MILLION US DOLLARS (US$80,000,000). IF ELECTED BY CLIENT, AT NO ADDITIONAL COST TO CLIENT, TRUST COMPANY WILL PROVIDE CLIENT WITH ALL NECESSARY ASSISTANCE TO IMPLEMENT SUCH LIMITATIONS, INCLUDING NOTIFYING CLIENT IN WRITING IF THE VALUE OF DIGITAL ASSETS DEPOSITED IN A COLD STORAGE ADDRESS EXCEEDS THE COLD STORAGE THRESHOLD.

Appears in 1 contract

Samples: Company Custodial Services Agreement (Grayscale Bitcoin Trust (BTC))

Limitation of Liability; No Warranty. We don’t provide any warranties of any kind with regards to our software. You agree to license and use our software “as is”. As a practical matter, however, we welcome suggestions and bug reports from you (although we don’t provide any support for our software). Training must be sought from experienced third parties of your choosing, at your risk and cost. We do not undertake the responsibility to "teach" how to use our software included in this license. We similarly do not provide any technical support for our software. No oral or written information or advice we or our dealers, distributors, employees or agents may give shall in any way extend, modify or add to this “No Warranty” statement. Disclaimer of liability NO WARRANTY IS PROVIDED, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE. YOU ASSUME ALL RISK AS TO THE SUITABILITY, QUALITY, EASE OF USE, AND PERFORMANCE OF OUR SOFTWARE. YOU FURTHER REMAIN RESPONSIBLE FOR ENSURING YOU BACKUP YOUR DATA REGULARLY. IN NO EVENT SHALL LICENSOR WILL WE, OR BOLP OUR DIRECTORS, OFFICERS, EMPLOYEES OR AFFILIATES, BE LIABLE TO THE LICENSEE YOU FOR ANY AMOUNT IN EXCESS OF THE FEES ACTUALLY PAID BY THE LICENSEE TO LICENSOR UNDER THIS AGREEMENT. IN NO EVENT SHALL LICENSOR (BOLP) OR SARASOTA COUNTY BE LIABLE FOR INDIRECT, SPECIALCONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGESEXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, INCLUDING, WITHOUT LIMITATIONBUSINESS INTERRUPTION, LOSS OF PROFITS DATA OR INTERRUPTION BUSINESS INFORMATION, AND THE LIKE) ARISING OUT OF BUSINESS, WHETHER SUCH DAMAGES ARE ALLEGED IN TORT, CONTRACT, INDEMNITY, THE USE OF OR OTHERWISEINABILITY TO USE OUR SOFTWARE OR ACCOMPANYING WRITTEN MATERIALS, EVEN IF LICENSOR OR BOLP HAS WE HAVE BEEN APPRISED ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Loss limitation LICENSOR'S LIABILITY TO THE LICENSEE HEREBY WAIVES END-USER (IF ANY) FOR ACTUAL DIRECT DAMAGES FOR ANY CLAIM THAT THESE EXCLUSIONS DEPRIVE THE LICENSEE OF AN ADEQUATE REMEDY. CLAIMS FOR DAMAGES ARISING OUT OF THIS AGREEMENT MUST BE MADE BY THE LICENSEE WITHIN ONE YEAR CAUSE WHATSOEVER, AND REGARDLESS OF THE INCIDENT FORM OF THE ACTION, WILL BE LIMITED TO, AND IN NO EVENT SHALL EXCEED, THE AMOUNT ORIGINALLY PAID TO WHICH THEY RELATE OR BE FOREVER BARRED. The provisions of this Section allocate the risks under this Agreement between Licensor and the Licensee and this Agreement and the pricing and other terms contained herein reflect the allocation of risk and limitation of liability specified herein. LICENSOR EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY FOR THE LICENSE OF TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE LICENSEE’S SOLE REMEDY FOR LICENSOR’S BREACH OF ANY OR ALL PROVISIONS, REPRESENTATIONS, WARRANTIES AND COVENANTS IN THIS AGREEMENT IS AS SET FORTH IN THIS PARAGRAPHOUR SOFTWARE.

Appears in 1 contract

Samples: excelatbudgets.com

Limitation of Liability; No Warranty. IN NO EVENT SHALL LICENSOR COINBASE CUSTODY, ITS AFFILIATES AND SERVICE PROVIDERS, OR BOLP ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, Coinbase Custody Coinbase Custodial Services Agreement EMPLOYEES OR REPRESENTATIVES, BE LIABLE TO THE LICENSEE (A) FOR ANY AMOUNT IN EXCESS GREATER THAN THE VALUE OF THE FEES ACTUALLY PAID SUPPORTED DIGITAL ASSETS ON DEPOSIT IN CLIENT’S CUSTODIAL ACCOUNT(S) AT THE TIME OF THE EVENTS GIVING RISE TO THE LIABILITY (THE VALUE OF WHICH SHALL BE CALCULATED AT THE AVERAGE UNITED STATES DOLLAR ASK PRICE, AT THE TIME OF THE LOSS, OF THE THREE (3) LARGEST EXCHANGES (BY TRAILING 30-DAY VOLUME) WHICH OFFER THE LICENSEE RELEVANT DIGITAL CURRENCY OR DIGITAL ASSET/USD TRADING PAIR, AS RELEVANT, SUBJECT TO LICENSOR UNDER THIS AGREEMENT. IN NO EVENT SHALL LICENSOR THE PER ADDRESS LIMITATION AS DESCRIBED BELOW) AND/OR (BOLPB) FOR ANY LOST PROFITS OR SARASOTA COUNTY BE LIABLE FOR INDIRECT, ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES, INCLUDINGWHETHER BASED IN CONTRACT, WITHOUT LIMITATION, LOSS OF PROFITS OR INTERRUPTION OF BUSINESS, WHETHER SUCH DAMAGES ARE ALLEGED IN TORT, CONTRACTNEGLIGENCE, INDEMNITYSTRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF THE COINBASE CUSTODY SITE OR THE COINBASE CUSTODY CUSTODIAL SERVICES, OR THIS AGREEMENT, EVEN IF LICENSOR OR BOLP AN AUTHORIZED REPRESENTATIVE OF COINBASE CUSTODY HAS BEEN APPRISED ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LICENSEE HEREBY WAIVES EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION MAY NOT APPLY TO CLIENT.. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COINBASE CUSTODY CUSTODIAL SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY CLAIM THAT THESE EXCLUSIONS DEPRIVE REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE LICENSEE OF AN ADEQUATE REMEDY. CLAIMS FOR DAMAGES ARISING OUT OF THIS AGREEMENT MUST BE MADE MAXIMUM EXTENT PERMITTED BY THE LICENSEE WITHIN ONE YEAR OF THE INCIDENT TO WHICH THEY RELATE OR BE FOREVER BARRED. The provisions of this Section allocate the risks under this Agreement between Licensor and the Licensee and this Agreement and the pricing and other terms contained herein reflect the allocation of risk and limitation of liability specified herein. LICENSOR EXPRESSLY APPLICABLE LAW, COINBASE CUSTODY SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSEPURPOSE AND/OR NON-INFRINGEMENT. COINBASE CUSTODY DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE LICENSEESITE, ANY PART OF THE COINBASE CUSTODY CUSTODIAL SERVICES, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, OR TIMELY; BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES; OR BE SECURE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE. NOTWITHSTANDING THE FOREGOING, COINBASE CUSTODY’S SOLE REMEDY MAXIMUM LIABILITY FOR LICENSOR’S BREACH EACH COLD STORAGE ADDRESS SHALL BE LIMITED TO ONE HUNDRED MILLION US DOLLARS (US$100,000,000). AS A BEST PRACTICE, COINBASE CUSTODY RECOMMENDS LIMITING THE VALUE OF ANY OR DIGITAL ASSETS DEPOSITED IN EACH COLD STORAGE ADDRESS TO LESS THAN EIGHTY MILLION US DOLLARS (US$80,000,000). IF ELECTED BY CLIENT, COINBASE CUSTODY WILL PROVIDE CLIENT WITH ALL PROVISIONS, REPRESENTATIONS, WARRANTIES AND COVENANTS IN THIS AGREEMENT IS AS SET FORTH IN THIS PARAGRAPH.NECESSARY ASSISTANCE TO IMPLEMENT SUCH LIMITATIONS. Coinbase Custody Coinbase Custodial Services Agreement

Appears in 1 contract

Samples: Coinbase Custody Custodial Services Agreement (Osprey Bitcoin Trust)

Limitation of Liability; No Warranty. IN NO EVENT SHALL LICENSOR EITHER PARTY, ITS AFFILIATES AND SERVICE PROVIDERS, OR BOLP ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR REPRESENTATIVES, BE LIABLE TO THE LICENSEE (A) FOR ANY AMOUNT IN EXCESS GREATER THAN THE VALUE OF THE FEES ACTUALLY PAID BY SUPPORTED DIGITAL ASSETS ON DEPOSIT IN CLIENT’S TRUST COMPANY CUSTODIAL ACCOUNT AT THE LICENSEE TIME OF, AND DIRECTLY RELATING TO, THE EVENTS GIVING RISE TO LICENSOR UNDER THIS AGREEMENT. THE LIABILITY OCCURRED, THE VALUE OF WHICH SHALL BE DETERMINED IN NO EVENT SHALL LICENSOR ACCORDANCE WITH THE TERMS SET FORTH IN THE FEE SCHEDULE GOVERNING VALUATION OF THE SUPPORTED DIGITAL ASSET(S), (BOLPB) FOR ANY LOST PROFITS OR SARASOTA COUNTY BE LIABLE FOR INDIRECT, ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES, INCLUDINGWHETHER BASED IN CONTRACT, WITHOUT LIMITATION, LOSS OF PROFITS OR INTERRUPTION OF BUSINESS, WHETHER SUCH DAMAGES ARE ALLEGED IN TORT, CONTRACTCertain confidential information contained in this document, INDEMNITYmarked by [**], has been omitted because Grayscale Horizen Trust (ZEN) has determined that the information (i) is not material and (ii) would likely cause competitive harm to Grayscale Horizen Trust (ZEN) if publicly disclosed. NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF THE TRUST COMPANY SITE OR THE TRUST COMPANY CUSTODIAL SERVICES, OR THIS AGREEMENT, EVEN IF LICENSOR OR BOLP AN AUTHORIZED REPRESENTATIVE OF TRUST COMPANY HAS BEEN APPRISED ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. THIS MEANS, BY WAY OF EXAMPLE ONLY (AND WITHOUT LIMITING THE LICENSEE HEREBY WAIVES ANY CLAIM THAT THESE EXCLUSIONS DEPRIVE THE LICENSEE OF AN ADEQUATE REMEDY. CLAIMS FOR DAMAGES ARISING OUT OF THIS AGREEMENT MUST BE MADE BY THE LICENSEE WITHIN ONE YEAR SCOPE OF THE INCIDENT PRECEDING SENTENCE), THAT IF CLIENT CLAIMS THAT TRUST COMPANY FAILED TO WHICH THEY RELATE PROCESS A DEPOSIT OR WITHDRAWAL PROPERLY, CLIENT’S DAMAGES ARE LIMITED TO NO MORE THAN THE VALUE OF THE SUPPORTED DIGITAL ASSETS AT ISSUE IN THE DEPOSIT OR WITHDRAWAL, AND THAT CLIENT MAY NOT RECOVER FOR LOST PROFITS, LOST BUSINESS OPPORTUNITIES, OR OTHER TYPES OF SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES IN EXCESS OF THE VALUE OF THE SUPPORTED DIGITAL ASSETS AT ISSUE IN THE DEPOSIT OR WITHDRAWAL. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION MAY NOT APPLY TO CLIENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING PARAGRAPH, TRUST COMPANY SHALL BE FOREVER BARRED. The provisions of this Section allocate the risks under this Agreement between Licensor and the Licensee and this Agreement and the pricing and other terms contained herein reflect the allocation of risk and limitation of liability specified herein. LICENSOR EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF TITLE, MERCHANTABILITY OR FITNESS LIABLE TO CLIENT FOR A PARTICULAR PURPOSE. THE LICENSEE’S SOLE REMEDY FOR LICENSOR’S BREACH LOSS OF ANY OR ALL PROVISIONSDIGITAL ASSETS ON DEPOSIT IN CLIENT’S TRUST COMPANY CUSTODIAL ACCOUNT TO THE EXTENT THAT TRUST COMPANY CAUSED SUCH LOSS (INCLUDING IF CLIENT IS NOT ABLE TO TIMELY WITHDRAW DIGITAL ASSETS FROM THE ACCOUNT, REPRESENTATIONSACCORDING TO SECTION 3), WARRANTIES AND COVENANTS IN THIS AGREEMENT IS EVEN IF TRUST COMPANY MEETS ITS DUTY OF EXERCISING BEST EFFORTS AS SET FORTH IN THIS PARAGRAPHAGREEMENT, AND TRUST COMPANY SHALL BE REQUIRED TO RETURN TO CLIENT A QUANTITY EQUAL TO THE QUANTITY OF ANY SUCH LOST DIGITAL ASSETS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TRUST COMPANY CUSTODIAL SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRUST COMPANY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. EXCEPT AS PROVIDED HEREIN, TRUST COMPANY DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE SITE, ANY PART OF THE TRUST COMPANY CUSTODIAL SERVICES, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, OR TIMELY; OR BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES; OR BE SECURE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE. IN ADDITION TO THE LIMITATIONS SPECIFIED ABOVE, FOR SO LONG THAT A COLD STORAGE ADDRESS HOLDS AN EXCESS OF ONE HUNDRED MILLION US DOLLARS (US$100,000,000) (THE “COLD STORAGE THRESHOLD”) FOR A PERIOD OF FIVE (5) CONSECUTIVE BUSINESS DAYS OR MORE WITHOUT BEING REDUCED TO THE COLD STORAGE THRESHOLD OR LOWER, TRUST COMPANY’S MAXIMUM LIABILITY FOR SUCH COLD STORAGE ADDRESS SHALL BE LIMITED TO THE COLD STORAGE THRESHOLD. AS A BEST PRACTICE, TRUST COMPANY RECOMMENDS LIMITING THE VALUE OF DIGITAL ASSETS DEPOSITED IN EACH COLD STORAGE ADDRESS TO LESS THAN EIGHTY MILLION US DOLLARS (US$80,000,000). IF ELECTED BY CLIENT, AT NO ADDITIONAL COST TO Certain confidential information contained in this document, marked by [**], has been omitted because Grayscale Horizen Trust (ZEN) has determined that the information (i) is not material and (ii) would likely cause competitive harm to Grayscale Horizen Trust (ZEN) if publicly disclosed. CLIENT, TRUST COMPANY WILL PROVIDE CLIENT WITH ALL NECESSARY ASSISTANCE TO IMPLEMENT SUCH LIMITATIONS, INCLUDING NOTIFYING CLIENT IN WRITING IF THE VALUE OF DIGITAL ASSETS DEPOSITED IN A COLD STORAGE ADDRESS EXCEEDS THE COLD STORAGE THRESHOLD.

Appears in 1 contract

Samples: Trust Company Custodial Services Agreement (Grayscale Horizen Trust (ZEN))

Limitation of Liability; No Warranty. IN NO EVENT SHALL LICENSOR OCEAN, ITS AFFILIATES OR BOLP BE LIABLE TO THE LICENSEE FOR SERVICE PROVIDERS, OR ANY AMOUNT IN EXCESS OF THE FEES ACTUALLY PAID BY THE LICENSEE TO LICENSOR UNDER THIS AGREEMENT. IN NO EVENT SHALL LICENSOR (BOLP) THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, OR SARASOTA COUNTY REPRESENTATIVES, BE LIABLE FOR INDIRECTANY LOSSES, CLAIMS, DAMAGES, LOST PROFITS OR ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES, INCLUDINGWHETHER BASED IN CONTRACT, WITHOUT LIMITATION, LOSS OF PROFITS OR INTERRUPTION OF BUSINESS, WHETHER SUCH DAMAGES ARE ALLEGED IN TORT, CONTRACTNEGLIGENCE, INDEMNITYSTRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF THE OCEAN SITE OR THE OCEAN SERVICES, OR THIS AGREEMENT, EVEN IF LICENSOR OR BOLP AN AUTHORIZED REPRESENTATIVE OF OCEAN HAS BEEN APPRISED ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LICENSEE HEREBY WAIVES EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, IN WHICH CASE THE ABOVE LIMITATION MAY NOT APPLY TO YOU. Ocean shall not be liable to you for any claims, losses, damages, costs, or expenses (including attorneys’ fees) caused, directly or indirectly, by any events, actions or omissions (including, without limitation, claims, losses, damages, costs or expenses, including attorneys’ fees) resulting from civil unrest, war, insurrection, international intervention, governmental action (including, without limitation, exchange controls, forfeitures, nationalizations, devaluations), natural disasters, acts of God, market conditions, inability to communicate with any relevant person, or any delay, disruption, failure, or malfunction of any transmission or communication system, blockchain or computer facility (whether or not belonging to Ocean). THE OCEAN SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY CLAIM THAT THESE EXCLUSIONS DEPRIVE REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE LICENSEE OF AN ADEQUATE REMEDY. CLAIMS FOR DAMAGES ARISING OUT OF THIS AGREEMENT MUST BE MADE MAXIMUM EXTENT PERMITTED BY THE LICENSEE WITHIN ONE YEAR OF THE INCIDENT TO WHICH THEY RELATE OR BE FOREVER BARRED. The provisions of this Section allocate the risks under this Agreement between Licensor and the Licensee and this Agreement and the pricing and other terms contained herein reflect the allocation of risk and limitation of liability specified herein. LICENSOR EXPRESSLY APPLICABLE LAW, OCEAN SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSEPURPOSE AND/OR NON- INFRINGEMENT. OCEAN DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE LICENSEE’S SOLE REMEDY FOR LICENSOR’S BREACH SITE, ANY PART OF THE OCEAN SERVICES, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ALL PROVISIONSERROR-FREE. IF YOU ARE A NEW JERSEY RESIDENT, REPRESENTATIONS, WARRANTIES AND COVENANTS IN THIS AGREEMENT IS AS SET FORTH IN THIS PARAGRAPHthe provisions of this Section 7.3 are intended to apply only to the extent permitted under New Jersey law.

Appears in 1 contract

Samples: LLC User Agreement

Limitation of Liability; No Warranty. IN NO EVENT SHALL LICENSOR EITHER PARTY, ITS AFFILIATES AND SERVICE PROVIDERS, OR BOLP ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR REPRESENTATIVES, BE LIABLE TO THE LICENSEE (A) FOR ANY AMOUNT IN EXCESS GREATER THAN THE VALUE OF THE FEES ACTUALLY PAID BY SUPPORTED DIGITAL ASSETS ON DEPOSIT IN CLIENT’S TRUST COMPANY CUSTODIAL ACCOUNT AT THE LICENSEE TIME OF, AND DIRECTLY RELATING TO, THE EVENTS GIVING RISE TO LICENSOR UNDER THIS AGREEMENT. THE LIABILITY OCCURRED, THE VALUE OF WHICH SHALL BE DETERMINED IN NO EVENT SHALL LICENSOR ACCORDANCE WITH THE TERMS SET FORTH IN THE FEE SCHEDULE GOVERNING VALUATION OF THE SUPPORTED DIGITAL ASSET(S), (BOLPB) FOR ANY LOST PROFITS OR SARASOTA COUNTY BE LIABLE FOR INDIRECT, ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES, INCLUDINGWHETHER BASED IN CONTRACT, WITHOUT LIMITATION, LOSS OF PROFITS OR INTERRUPTION OF BUSINESS, WHETHER SUCH DAMAGES ARE ALLEGED IN TORT, CONTRACTCertain confidential information contained in this document, INDEMNITYmarked by [**], has been omitted because Grayscale Zcash Trust (ZEC) has determined that the information (i) is not material and (ii) would likely cause competitive harm to Grayscale Zcash Trust (ZEC) if publicly disclosed. NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF THE TRUST COMPANY SITE OR THE TRUST COMPANY CUSTODIAL SERVICES, OR THIS AGREEMENT, EVEN IF LICENSOR OR BOLP AN AUTHORIZED REPRESENTATIVE OF TRUST COMPANY HAS BEEN APPRISED ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. THIS MEANS, BY WAY OF EXAMPLE ONLY (AND WITHOUT LIMITING THE LICENSEE HEREBY WAIVES ANY CLAIM THAT THESE EXCLUSIONS DEPRIVE THE LICENSEE OF AN ADEQUATE REMEDY. CLAIMS FOR DAMAGES ARISING OUT OF THIS AGREEMENT MUST BE MADE BY THE LICENSEE WITHIN ONE YEAR SCOPE OF THE INCIDENT PRECEDING SENTENCE), THAT IF CLIENT CLAIMS THAT TRUST COMPANY FAILED TO WHICH THEY RELATE PROCESS A DEPOSIT OR WITHDRAWAL PROPERLY, CLIENT’S DAMAGES ARE LIMITED TO NO MORE THAN THE VALUE OF THE SUPPORTED DIGITAL ASSETS AT ISSUE IN THE DEPOSIT OR WITHDRAWAL, AND THAT CLIENT MAY NOT RECOVER FOR LOST PROFITS, LOST BUSINESS OPPORTUNITIES, OR OTHER TYPES OF SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES IN EXCESS OF THE VALUE OF THE SUPPORTED DIGITAL ASSETS AT ISSUE IN THE DEPOSIT OR WITHDRAWAL. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION MAY NOT APPLY TO CLIENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING PARAGRAPH, TRUST COMPANY SHALL BE FOREVER BARRED. The provisions of this Section allocate the risks under this Agreement between Licensor and the Licensee and this Agreement and the pricing and other terms contained herein reflect the allocation of risk and limitation of liability specified herein. LICENSOR EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF TITLE, MERCHANTABILITY OR FITNESS LIABLE TO CLIENT FOR A PARTICULAR PURPOSE. THE LICENSEE’S SOLE REMEDY FOR LICENSOR’S BREACH LOSS OF ANY OR ALL PROVISIONSDIGITAL ASSETS ON DEPOSIT IN CLIENT’S TRUST COMPANY CUSTODIAL ACCOUNT TO THE EXTENT THAT TRUST COMPANY CAUSED SUCH LOSS (INCLUDING IF CLIENT IS NOT ABLE TO TIMELY WITHDRAW DIGITAL ASSETS FROM THE ACCOUNT, REPRESENTATIONSACCORDING TO SECTION 3), WARRANTIES AND COVENANTS IN THIS AGREEMENT IS EVEN IF TRUST COMPANY MEETS ITS DUTY OF EXERCISING BEST EFFORTS AS SET FORTH IN THIS PARAGRAPHAGREEMENT, AND TRUST COMPANY SHALL BE REQUIRED TO RETURN TO CLIENT A QUANTITY EQUAL TO THE QUANTITY OF ANY SUCH LOST DIGITAL ASSETS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TRUST COMPANY CUSTODIAL SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRUST COMPANY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. EXCEPT AS PROVIDED HEREIN, TRUST COMPANY DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE SITE, ANY PART OF THE TRUST COMPANY CUSTODIAL SERVICES, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, OR TIMELY; OR BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES; OR BE SECURE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE. IN ADDITION TO THE LIMITATIONS SPECIFIED ABOVE, FOR SO LONG THAT A COLD STORAGE ADDRESS HOLDS AN EXCESS OF ONE HUNDRED MILLION US DOLLARS (US$100,000,000) (THE “COLD STORAGE THRESHOLD”) FOR A PERIOD OF FIVE (5) CONSECUTIVE BUSINESS DAYS OR MORE WITHOUT BEING REDUCED TO THE COLD STORAGE THRESHOLD OR LOWER, TRUST COMPANY’S MAXIMUM LIABILITY FOR SUCH COLD STORAGE ADDRESS SHALL BE LIMITED TO THE COLD STORAGE THRESHOLD. AS A BEST PRACTICE, TRUST COMPANY RECOMMENDS LIMITING THE VALUE OF DIGITAL ASSETS DEPOSITED IN EACH COLD STORAGE ADDRESS TO LESS THAN EIGHTY MILLION US DOLLARS (US$80,000,000). IF ELECTED BY CLIENT, AT NO ADDITIONAL COST TO CLIENT, TRUST COMPANY WILL PROVIDE CLIENT WITH ALL NECESSARY ASSISTANCE TO IMPLEMENT SUCH LIMITATIONS, INCLUDING NOTIFYING CLIENT IN WRITING IF THE VALUE OF DIGITAL ASSETS DEPOSITED IN A COLD STORAGE ADDRESS EXCEEDS THE COLD STORAGE THRESHOLD. Certain confidential information contained in this document, marked by [**], has been omitted because Grayscale Zcash Trust (ZEC) has determined that the information (i) is not material and (ii) would likely cause competitive harm to Grayscale Zcash Trust (ZEC) if publicly disclosed.

Appears in 1 contract

Samples: Trust Company Custodial Services Agreement (Grayscale Zcash Trust (ZEC))

Limitation of Liability; No Warranty. IN NO EVENT SHALL In no event shall Licensor, Customer, their respective members, managers, officers, directors, employees or representatives be liable for any special, incidental, direct, indirect, punitive, reliance or consequential damages, whether foreseeable or not. The Licensed Area is accepted “AS IS” by Customer. LICENSOR OR BOLP BE LIABLE DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES RELATING TO THE LICENSEE FOR ANY AMOUNT IN EXCESS PREMISES, AND THE PROVISION OF THE FEES ACTUALLY PAID BY THE LICENSEE TO LICENSOR UNDER THIS AGREEMENT. IN NO EVENT SHALL LICENSOR (BOLP) OR SARASOTA COUNTY BE LIABLE FOR INDIRECTALL INTERCONNECTION SERVICES, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS INCLUDING WARRANTIES OF PROFITS OR INTERRUPTION OF BUSINESS, WHETHER SUCH DAMAGES ARE ALLEGED IN TORT, CONTRACT, INDEMNITY, OR OTHERWISE, EVEN IF LICENSOR OR BOLP HAS BEEN APPRISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LICENSEE HEREBY WAIVES ANY CLAIM THAT THESE EXCLUSIONS DEPRIVE THE LICENSEE OF AN ADEQUATE REMEDY. CLAIMS FOR DAMAGES ARISING OUT OF THIS AGREEMENT MUST BE MADE BY THE LICENSEE WITHIN ONE YEAR OF THE INCIDENT TO WHICH THEY RELATE OR BE FOREVER BARRED. The provisions of this Section allocate the risks under this Agreement between Licensor and the Licensee and this Agreement and the pricing and other terms contained herein reflect the allocation of risk and limitation of liability specified herein. LICENSOR EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NOTWITHSTANDING ANYTHING TO THE LICENSEE’S SOLE REMEDY CONTRARY PROVIDED IN THIS AGREEMENT, IT IS SPECIFICALLY UNDERSTOOD AND AGREED, SUCH AGREEMENT BEING A PRIMARY CONSIDERATION FOR THE EXECUTION OF THIS AGREEMENT BY LICENSOR, THAT IF LICENSOR SHALL FAIL TO PERFORM ANY COVENANT, TERM OR CONDITION OF THIS AGREEMENT UPON LICENSOR’S BREACH PART TO BE PERFORMED AND, AS A CONSEQUENCE OF SUCH DEFAULT, CUSTOMER SHALL RECOVER A MONEY JUDGMENT AGAINST LICENSOR, SUCH JUDGMENT SHALL BE SATISFIED ONLY OUT OF AN AMOUNT EQUAL TO LICENSOR’S EQUITY IN THE PREMISES, AS THE SAME MAY THEN BE ENCUMBERED, AND NEITHER LICENSOR NOR ANY OF ITS MEMBERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES SHALL BE LIABLE FOR ANY DEFICIENCY. IT IS UNDERSTOOD THAT IN NO EVENT SHALL CUSTOMER HAVE ANY RIGHT TO LEVY EXECUTION AGAINST ANY PROPERTY OF LICENSOR OTHER THAN ITS INTEREST IN THE PREMISES AS HEREINBEFORE EXPRESSLY PROVIDED. IN THE EVENT OF THE SALE OR OTHER TRANSFER OF LICENSOR’S RIGHT, TITLE AND INTEREST IN THE PREMISES, LICENSOR SHALL BE RELEASED FROM ALL PROVISIONS, REPRESENTATIONS, WARRANTIES LIABILITY AND COVENANTS IN OBLIGATIONS UNDER THIS AGREEMENT IS THEREAFTER ACCRUING, PROVIDED THAT LICENSOR’S SUCCESSOR IN INTEREST SHALL ASSUME THE RIGHTS AND OBLIGATIONS OF LICENSOR UNDER THIS AGREEMENT AS SET FORTH IN THIS PARAGRAPHOF THE EFFECTIVE DATE OF SUCH TRANSFER.

Appears in 1 contract

Samples: Interconnection Facilities License Agreement (CastleRock Security Holdings, Inc.)

Limitation of Liability; No Warranty. IN NO EVENT SHALL LICENSOR EITHER PARTY, ITS AFFILIATES AND SERVICE PROVIDERS, OR BOLP ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR REPRESENTATIVES, BE LIABLE TO THE LICENSEE (A) FOR ANY AMOUNT IN EXCESS GREATER THAN THE VALUE OF THE FEES ACTUALLY PAID BY SUPPORTED DIGITAL ASSETS ON DEPOSIT IN CLIENT’S TRUST COMPANY CUSTODIAL ACCOUNT AT THE LICENSEE TIME OF, AND DIRECTLY RELATING TO, THE EVENTS GIVING RISE TO LICENSOR UNDER THIS AGREEMENT. THE LIABILITY OCCURRED, THE VALUE OF WHICH SHALL BE DETERMINED IN NO EVENT SHALL LICENSOR ACCORDANCE WITH THE TERMS SET FORTH IN THE FEE SCHEDULE GOVERNING VALUATION OF THE SUPPORTED DIGITAL ASSET(S), (BOLPB) FOR ANY LOST PROFITS OR SARASOTA COUNTY BE LIABLE FOR INDIRECT, ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES, INCLUDINGWHETHER BASED IN CONTRACT, WITHOUT LIMITATION, LOSS OF PROFITS OR INTERRUPTION OF BUSINESS, WHETHER SUCH DAMAGES ARE ALLEGED IN TORT, CONTRACTNEGLIGENCE, INDEMNITYSTRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF THE TRUST COMPANY SITE OR THE TRUST COMPANY CUSTODIAL SERVICES, OR THIS AGREEMENT, EVEN IF LICENSOR OR BOLP AN AUTHORIZED REPRESENTATIVE OF TRUST COMPANY HAS BEEN APPRISED ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. THIS MEANS, BY WAY OF EXAMPLE ONLY (AND WITHOUT LIMITING THE LICENSEE HEREBY WAIVES ANY CLAIM THAT THESE EXCLUSIONS DEPRIVE THE LICENSEE OF AN ADEQUATE REMEDY. CLAIMS FOR DAMAGES ARISING OUT OF THIS AGREEMENT MUST BE MADE BY THE LICENSEE WITHIN ONE YEAR SCOPE OF THE INCIDENT PRECEDING SENTENCE), THAT IF CLIENT CLAIMS THAT TRUST COMPANY FAILED TO WHICH THEY RELATE PROCESS A DEPOSIT OR WITHDRAWAL PROPERLY, CLIENT’S DAMAGES ARE LIMITED TO NO MORE THAN THE VALUE OF THE SUPPORTED DIGITAL ASSETS AT ISSUE IN THE DEPOSIT OR WITHDRAWAL, AND THAT CLIENT MAY NOT RECOVER FOR LOST PROFITS, LOST BUSINESS OPPORTUNITIES, OR OTHER TYPES OF SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES IN EXCESS OF THE VALUE OF THE SUPPORTED DIGITAL ASSETS AT ISSUE IN THE DEPOSIT OR WITHDRAWAL. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION MAY NOT APPLY TO CLIENT. Certain confidential information contained in this document, marked by [**], has been omitted because Graycsale Ethereum Classic Trust (ETC) has determined that the information (i) is not material and (ii) would likely cause competitive harm to Graycsale Ethereum Classic Trust (ETC) if publicly disclosed. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING PARAGRAPH, TRUST COMPANY SHALL BE FOREVER BARRED. The provisions of this Section allocate the risks under this Agreement between Licensor and the Licensee and this Agreement and the pricing and other terms contained herein reflect the allocation of risk and limitation of liability specified herein. LICENSOR EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF TITLE, MERCHANTABILITY OR FITNESS LIABLE TO CLIENT FOR A PARTICULAR PURPOSE. THE LICENSEE’S SOLE REMEDY FOR LICENSOR’S BREACH LOSS OF ANY OR ALL PROVISIONSDIGITAL ASSETS ON DEPOSIT IN CLIENT’S TRUST COMPANY CUSTODIAL ACCOUNT TO THE EXTENT THAT TRUST COMPANY CAUSED SUCH LOSS (INCLUDING IF CLIENT IS NOT ABLE TO TIMELY WITHDRAW DIGITAL ASSETS FROM THE ACCOUNT, REPRESENTATIONSACCORDING TO SECTION 3), WARRANTIES AND COVENANTS IN THIS AGREEMENT IS EVEN IF TRUST COMPANY MEETS ITS DUTY OF EXERCISING BEST EFFORTS AS SET FORTH IN THIS PARAGRAPHAGREEMENT, AND TRUST COMPANY SHALL BE REQUIRED TO RETURN TO CLIENT A QUANTITY EQUAL TO THE QUANTITY OF ANY SUCH LOST DIGITAL ASSETS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TRUST COMPANY CUSTODIAL SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRUST COMPANY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. EXCEPT AS PROVIDED HEREIN, TRUST COMPANY DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE SITE, ANY PART OF THE TRUST COMPANY CUSTODIAL SERVICES, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, OR TIMELY; OR BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES; OR BE SECURE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE. IN ADDITION TO THE LIMITATIONS SPECIFIED ABOVE, FOR SO LONG THAT A COLD STORAGE ADDRESS HOLDS AN EXCESS OF ONE HUNDRED MILLION US DOLLARS (US$100,000,000) (THE “COLD STORAGE THRESHOLD”) FOR A PERIOD OF FIVE (5) CONSECUTIVE BUSINESS DAYS OR MORE WITHOUT BEING REDUCED TO THE COLD STORAGE THRESHOLD OR LOWER, TRUST COMPANY’S MAXIMUM LIABILITY FOR SUCH COLD STORAGE ADDRESS SHALL BE LIMITED TO THE COLD STORAGE THRESHOLD. AS A BEST PRACTICE, TRUST COMPANY RECOMMENDS LIMITING THE VALUE OF DIGITAL ASSETS DEPOSITED IN EACH COLD STORAGE ADDRESS TO LESS THAN EIGHTY MILLION US DOLLARS (US$80,000,000). IF ELECTED BY CLIENT, AT NO ADDITIONAL COST TO CLIENT, TRUST COMPANY WILL PROVIDE CLIENT WITH ALL NECESSARY ASSISTANCE TO IMPLEMENT SUCH LIMITATIONS, INCLUDING NOTIFYING CLIENT IN WRITING IF THE VALUE OF DIGITAL ASSETS DEPOSITED IN A COLD STORAGE ADDRESS EXCEEDS THE COLD STORAGE THRESHOLD.

Appears in 1 contract

Samples: Trust Company Custodial Services Agreement (Grayscale Ethereum Classic Trust (ETC))

Limitation of Liability; No Warranty. IN NO EVENT SHALL LICENSOR EITHER PARTY, ITS AFFILIATES AND SERVICE PROVIDERS, OR BOLP ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR REPRESENTATIVES, BE LIABLE TO THE LICENSEE (A) FOR ANY AMOUNT IN EXCESS GREATER THAN THE VALUE OF THE FEES ACTUALLY PAID BY SUPPORTED DIGITAL ASSETS ON DEPOSIT IN CLIENT’S TRUST COMPANY CUSTODIAL ACCOUNT AT THE LICENSEE TIME OF, AND DIRECTLY RELATING TO, THE EVENTS GIVING RISE TO LICENSOR UNDER THIS AGREEMENT. THE LIABILITY OCCURRED, THE VALUE OF WHICH SHALL BE DETERMINED IN NO EVENT SHALL LICENSOR ACCORDANCE WITH THE TERMS SET FORTH IN THE FEE SCHEDULE GOVERNING VALUATION OF THE SUPPORTED DIGITAL ASSET(S), (BOLPB) FOR ANY LOST PROFITS OR SARASOTA COUNTY BE LIABLE FOR INDIRECT, ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES, INCLUDINGWHETHER BASED IN CONTRACT, WITHOUT LIMITATION, LOSS OF PROFITS OR INTERRUPTION OF BUSINESS, WHETHER SUCH DAMAGES ARE ALLEGED IN TORT, CONTRACTCertain confidential information contained in this document, INDEMNITYmarked by [**], has been omitted because Grayscale Stellar Lumens Trust (XLM) has determined that the information (i) is not material and (ii) would likely cause competitive harm to Grayscale Stellar Lumens Trust (XLM) if publicly disclosed. NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF THE TRUST COMPANY SITE OR THE TRUST COMPANY CUSTODIAL SERVICES, OR THIS AGREEMENT, EVEN IF LICENSOR OR BOLP AN AUTHORIZED REPRESENTATIVE OF TRUST COMPANY HAS BEEN APPRISED ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. THIS MEANS, BY WAY OF EXAMPLE ONLY (AND WITHOUT LIMITING THE LICENSEE HEREBY WAIVES ANY CLAIM THAT THESE EXCLUSIONS DEPRIVE THE LICENSEE OF AN ADEQUATE REMEDY. CLAIMS FOR DAMAGES ARISING OUT OF THIS AGREEMENT MUST BE MADE BY THE LICENSEE WITHIN ONE YEAR SCOPE OF THE INCIDENT PRECEDING SENTENCE), THAT IF CLIENT CLAIMS THAT TRUST COMPANY FAILED TO WHICH THEY RELATE PROCESS A DEPOSIT OR WITHDRAWAL PROPERLY, CLIENT’S DAMAGES ARE LIMITED TO NO MORE THAN THE VALUE OF THE SUPPORTED DIGITAL ASSETS AT ISSUE IN THE DEPOSIT OR WITHDRAWAL, AND THAT CLIENT MAY NOT RECOVER FOR LOST PROFITS, LOST BUSINESS OPPORTUNITIES, OR OTHER TYPES OF SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES IN EXCESS OF THE VALUE OF THE SUPPORTED DIGITAL ASSETS AT ISSUE IN THE DEPOSIT OR WITHDRAWAL. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION MAY NOT APPLY TO CLIENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING PARAGRAPH, TRUST COMPANY SHALL BE FOREVER BARRED. The provisions of this Section allocate the risks under this Agreement between Licensor and the Licensee and this Agreement and the pricing and other terms contained herein reflect the allocation of risk and limitation of liability specified herein. LICENSOR EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF TITLE, MERCHANTABILITY OR FITNESS LIABLE TO CLIENT FOR A PARTICULAR PURPOSE. THE LICENSEE’S SOLE REMEDY FOR LICENSOR’S BREACH LOSS OF ANY OR ALL PROVISIONSDIGITAL ASSETS ON DEPOSIT IN CLIENT’S TRUST COMPANY CUSTODIAL ACCOUNT TO THE EXTENT THAT TRUST COMPANY CAUSED SUCH LOSS (INCLUDING IF CLIENT IS NOT ABLE TO TIMELY WITHDRAW DIGITAL ASSETS FROM THE ACCOUNT, REPRESENTATIONSACCORDING TO SECTION 3), WARRANTIES AND COVENANTS IN THIS AGREEMENT IS EVEN IF TRUST COMPANY MEETS ITS DUTY OF EXERCISING BEST EFFORTS AS SET FORTH IN THIS PARAGRAPHAGREEMENT, AND TRUST COMPANY SHALL BE REQUIRED TO RETURN TO CLIENT A QUANTITY EQUAL TO THE QUANTITY OF ANY SUCH LOST DIGITAL ASSETS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TRUST COMPANY CUSTODIAL SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRUST COMPANY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. EXCEPT AS PROVIDED HEREIN, TRUST COMPANY DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE SITE, ANY PART OF THE TRUST COMPANY CUSTODIAL SERVICES, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, OR TIMELY; OR BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES; OR BE SECURE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE. IN ADDITION TO THE LIMITATIONS SPECIFIED ABOVE, FOR SO LONG THAT A COLD STORAGE ADDRESS HOLDS AN EXCESS OF ONE HUNDRED MILLION US DOLLARS (US$100,000,000) (THE “COLD STORAGE THRESHOLD”) FOR A PERIOD OF FIVE (5) CONSECUTIVE BUSINESS DAYS OR MORE WITHOUT BEING REDUCED TO THE COLD STORAGE THRESHOLD OR LOWER, TRUST COMPANY’S MAXIMUM LIABILITY FOR SUCH COLD STORAGE ADDRESS SHALL BE LIMITED TO THE COLD STORAGE THRESHOLD. AS A BEST PRACTICE, TRUST COMPANY RECOMMENDS LIMITING THE VALUE OF DIGITAL ASSETS DEPOSITED IN EACH COLD STORAGE ADDRESS TO LESS THAN EIGHTY MILLION US DOLLARS (US$80,000,000). IF ELECTED BY CLIENT, AT NO ADDITIONAL COST TO Certain confidential information contained in this document, marked by [**], has been omitted because Grayscale Stellar Lumens Trust (XLM) has determined that the information (i) is not material and (ii) would likely cause competitive harm to Grayscale Stellar Lumens Trust (XLM) if publicly disclosed. CLIENT, TRUST COMPANY WILL PROVIDE CLIENT WITH ALL NECESSARY ASSISTANCE TO IMPLEMENT SUCH LIMITATIONS, INCLUDING NOTIFYING CLIENT IN WRITING IF THE VALUE OF DIGITAL ASSETS DEPOSITED IN A COLD STORAGE ADDRESS EXCEEDS THE COLD STORAGE THRESHOLD.

Appears in 1 contract

Samples: Trust Company Custodial Services Agreement (Grayscale Stellar Lumens Trust (XLM))

Limitation of Liability; No Warranty. EXCEPT FOR A BREACH OF A PARTY’S CONFIDENTIALITY OBLIGATIONS UNDERSECTION 7 OF THIS AGREEMENT AND A BREACH OF ANY PAYMENT OBLIGATIONS HEREUNDER, IN NO EVENT SHALL LICENSOR EVENT, WHETHER IN CONTRACT OR BOLP IN TORT (INCLUDING BREACH OF WARRANTY, NEGLIGENCE AND STRICT LIABILITY), WILL EITHER PARTY BE LIABLE TO THE LICENSEE OTHER PARTY FOR ANY AMOUNT IN EXCESS OF THE FEES ACTUALLY PAID BY THE LICENSEE TO LICENSOR UNDER THIS AGREEMENT. IN NO EVENT SHALL LICENSOR (BOLP) OR SARASOTA COUNTY BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, INDIRECT OR CONSEQUENTIAL DAMAGESPUNITIVE DAMAGES ARISING IN ANY WAY OUT OF THE USE OF THE SERVICES OR THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST REVENUE, LOSS OF PROFITS OR INTERRUPTION USE, LOSS OF BUSINESSDATA, WHETHER SUCH DAMAGES ARE ALLEGED IN TORTCOSTS OF RECREATING DATA, CONTRACTTHE COST OF ANY SUBSTITUTE EQUIPMENT, INDEMNITYPROGRAM, OR OTHERWISEDATA, EVEN IF LICENSOR OR BOLP HAS BEEN APPRISED CLAIMS BY ANY THIRD PARTY. EXCEPT FOR A BREACH OF THE POSSIBILITY ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 7 OF SUCH DAMAGES. THE LICENSEE HEREBY WAIVES THIS AGREEMENT AND A BREACH OF ANY CLAIM THAT THESE EXCLUSIONS DEPRIVE THE LICENSEE OF AN ADEQUATE REMEDY. CLAIMS FOR DAMAGES PAYMENT OBLIGATIONS HEREUNDER, IN NO EVENT WILL A PARTY’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT MUST BE MADE EXCEED THE TOTAL AMOUNT OF ALL FEES PAID OR PAYABLE TO COMPANY UNDER THIS AGREEMENT. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE OR EXTEND THESE LIMITS. ALL SERVICES ARE PROVIDED BY THE LICENSEE WITHIN ONE YEAR OF THE INCIDENT TO WHICH THEY RELATE OR BE FOREVER BARREDCOMPANY “AS IS” AND WITHOUT WARRANTY. The provisions of this Section allocate the risks under this Agreement between Licensor and the Licensee and this Agreement and the pricing and other terms contained herein reflect the allocation of risk and limitation of liability specified herein. LICENSOR EXPRESSLY DISCLAIMS COMPANY SPECIFICALLY DISCLAIMS, ANY AND ALL WARRANTIES, WHETHER WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY THE WARRANTIES OF TITLEMERCHANTABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, OR ARISING FROM A COURSE OF DEALING, TITLE, NONINFRINGEMENT, USAGE OR TRADE PRACTICE. THE LICENSEE’S SOLE REMEDY FOR LICENSOR’S BREACH OF ANY OR ALL PROVISIONSCompany does not warrant, REPRESENTATIONSand specifically disclaims that Client’s access to or use of NDX and the Company technology will be uninterrupted or error-free, WARRANTIES AND COVENANTS IN THIS AGREEMENT IS AS SET FORTH IN THIS PARAGRAPHor that NDX, the Documentation and/or the information obtained by Client through NDX will meet Client’s requirements. Further, Company is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of Customer Data or any other data or information over communications networks and facilities, including the Internet, and Client acknowledges that NDX and the Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities. Upon any interruption, delay or failure of access to the services, NDX and the Company technology, Company’s sole obligation is to use commercially reasonable efforts to correct the problem and/or resume such access as soon as practicable.

Appears in 1 contract

Samples: Agreement for Nondiscrimination Testing Services

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Limitation of Liability; No Warranty. IN NO EVENT SHALL LICENSOR TRUST COMPANY, ITS AFFILIATES AND SERVICE PROVIDERS, OR BOLP ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR REPRESENTATIVES, BE LIABLE TO THE LICENSEE (A) FOR ANY AMOUNT IN EXCESS GREATER THAN THE VALUE OF THE FEES ACTUALLY PAID BY THE LICENSEE TO LICENSOR UNDER THIS AGREEMENT. SUPPORTED DIGITAL ASSETS ON DEPOSIT IN NO EVENT SHALL LICENSOR CLIENT’S TRUST COMPANY CUSTODIAL ACCOUNT OR (BOLPB) FOR ANY LOST PROFITS OR SARASOTA COUNTY BE LIABLE FOR INDIRECT, ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES, INCLUDINGWHETHER BASED IN CONTRACT, WITHOUT LIMITATION, LOSS OF PROFITS OR INTERRUPTION OF BUSINESS, WHETHER SUCH DAMAGES ARE ALLEGED IN TORT, CONTRACTNEGLIGENCE, INDEMNITYSTRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF THE TRUST COMPANY SITE OR THE TRUST COMPANY CUSTODIAL SERVICES, OR THIS AGREEMENT, EVEN IF LICENSOR OR BOLP AN AUTHORIZED REPRESENTATIVE OF TRUST COMPANY HAS BEEN APPRISED ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. THIS MEANS, BY WAY OF EXAMPLE ONLY (AND WITHOUT LIMITING THE LICENSEE HEREBY WAIVES ANY CLAIM THAT THESE EXCLUSIONS DEPRIVE THE LICENSEE OF AN ADEQUATE REMEDY. CLAIMS FOR DAMAGES ARISING OUT OF THIS AGREEMENT MUST BE MADE BY THE LICENSEE WITHIN ONE YEAR SCOPE OF THE INCIDENT PRECEDING SENTENCE), THAT IF CLIENT CLAIMS THAT TRUST COMPANY FAILED TO WHICH THEY RELATE PROCESS A DEPOSIT OR BE FOREVER BARREDWITHDRAWAL PROPERLY, CLIENT’S DAMAGES ARE LIMITED TO NO MORE THAN THE VALUE OF THE SUPPORTED DIGITAL ASSETS AT ISSUE IN THE DEPOSIT OR WITHDRAWAL, AND THAT CLIENT MAY NOT RECOVER FOR LOST PROFITS, LOST BUSINESS OPPORTUNITIES, OR OTHER TYPES OF SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES IN EXCESS OF THE VALUE OF THE SUPPORTED DIGITAL ASSETS AT ISSUE IN THE DEPOSIT OR WITHDRAWAL. The provisions of this Section allocate the risks under this Agreement between Licensor and the Licensee and this Agreement and the pricing and other terms contained herein reflect the allocation of risk and limitation of liability specified hereinSOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION MAY NOT APPLY TO CLIENT. LICENSOR EXPRESSLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TRUST COMPANY CUSTODIAL SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRUST COMPANY SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSEPURPOSE AND/OR NON-INFRINGEMENT. TRUST COMPANY DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE LICENSEE’S SOLE REMEDY FOR LICENSOR’S BREACH SITE, ANY PART OF THE TRUST COMPANY CUSTODIAL SERVICES, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, OR ALL PROVISIONSTIMELY; BE COMPATIBLE OR WORK WITH ANY SOFTWARE, REPRESENTATIONSSYSTEM OR OTHER SERVICES; OR BE SECURE, WARRANTIES AND COVENANTS IN THIS AGREEMENT IS AS SET FORTH IN THIS PARAGRAPHCOMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE.

Appears in 1 contract

Samples: Trust Company Custodial Services Agreement (Bitwise 10 Crypto Index Fund)

Limitation of Liability; No Warranty. IN NO EVENT I agree that within thirty (30) days after I receive notification that my Remote Account transfer request has been executed, I will tell SFPCU of any errors, delays, or other problems related to my request. If my funds transfer request is delayed or erroneously executed as a result of the SFPCU’s error, SFPCU’s sole obligation to me is to pay or refund such amounts as may be required by applicable law. Any claim for interest payable by SFPCU shall be at the SFPCU’s published savings account rate in effect within the state of the home financial center of the account from which the funds transfer was made. In any event, if I fail to notify SFPCU of any claim concerning my funds transfer request within one (1) year from the date that I receive notification that my request has been executed, any claim by me shall be barred under applicable law. I AGREE THAT SFPCU SHALL LICENSOR OR BOLP NOT BE LIABLE TO THE LICENSEE FOR ANY AMOUNT COSTS, FEES, LOSSES OR DAMAGES OF ANY KIND INCURRED AS A RESULT OF (1) MY GRANTING SFPCU AUTHORITY TO VERIFY A THIRD PARTY ACCOUNT; (2) YOUR DEBIT AND/OR CREDIT OF A VERIFIED ACCOUNT OR YOUR INABILITY TO DEBIT AND/OR CREDIT SUCH ACCOUNT(S) IN EXCESS OF THE FEES ACTUALLY PAID ACCORDANCE WITH MY REMOTE ACCOUNT TRANSFER INSTRUCTIONS; (3) ANY INACCURATE OR INCOMPLETE INFORMATION RECEIVED FROM ANOTHER FINANCIAL INSTITUTION IN CONNECTION WITH VERIFYING A THIRD PARTY ACCOUNT OR EXECUTING A TRANSFER WITH A VERIFIED ACCOUNT; (4) ANY CHARGES IMPOSED BY THE LICENSEE TO LICENSOR UNDER THIS AGREEMENTFINANCIAL INSTITUTION HOLDING A VERIFIED ACCOUNT; AND (5) ANY TRANSFER LIMITATIONS SET BY A FINANCIAL INSTITUTION HOLDING A VERIFIED ACCOUNT. IN NO EVENT SHALL LICENSOR (BOLP) OR SARASOTA COUNTY SFPCU BE LIABLE RESPONSIBLE FOR INDIRECT, SPECIAL, INCIDENTAL, ANY INCIDENTAL OR CONSEQUENTIAL DAMAGESDAMAGES OR EXPENSES ARISING IN CONNECTION WITH MY REMOTE ACCOUNT TRANSFER REQUEST. EXCEPT AS MAY BE EXPRESSLY SET FORTH IN THIS AGREEMENT, INCLUDINGSFPCU, WITHOUT LIMITATIONITS DIRECTORS, LOSS OFFICERS, EMPLOYEES AND AGENTS HEREBY DISCLAIM ALL WARRANTIES OF PROFITS OR INTERRUPTION OF BUSINESSANY KIND, WHETHER SUCH DAMAGES ARE ALLEGED IN TORT, CONTRACT, INDEMNITY, OR OTHERWISE, EVEN IF LICENSOR OR BOLP HAS BEEN APPRISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LICENSEE HEREBY WAIVES ANY CLAIM THAT THESE EXCLUSIONS DEPRIVE THE LICENSEE OF AN ADEQUATE REMEDY. CLAIMS FOR DAMAGES ARISING OUT OF THIS AGREEMENT MUST BE MADE BY THE LICENSEE WITHIN ONE YEAR OF THE INCIDENT TO WHICH THEY RELATE OR BE FOREVER BARRED. The provisions of this Section allocate the risks under this Agreement between Licensor and the Licensee and this Agreement and the pricing and other terms contained herein reflect the allocation of risk and limitation of liability specified herein. LICENSOR EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, INCLUDING WITHOUT LIMITATION, LIMITATION ANY WARRANTY OF TITLEMERCHANTABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSEPURPOSE OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY OR THIRD PARTY RIGHTS. SFPCU MAKES NO WARRANTY OR REPRESENTATION REGARDING THE LICENSEE’S SOLE REMEDY FOR LICENSOR’S BREACH RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE REMOTE ACCOUNT TRANSFER SERVICE, THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE REMOTE ACCOUNT TRANSFER SERVICE, THE ACCURACY OF ANY INFORMATION RETRIEVED BY SFPCU FROM ANY FINANCIAL INSTITUTION HOLDING ANY VERIFIED ACCOUNT OR ALL PROVISIONSTHAT THE REMOTE ACCOUNT TRANSFER SERVICE WILL MEET ANY REQUIREMENTS OF ANY USER, REPRESENTATIONSBE UNINTERRUPTED, WARRANTIES AND COVENANTS IN THIS AGREEMENT IS AS SET FORTH IN THIS PARAGRAPHTIMELY, SECURE OR ERROR FREE. Amendments - I agree that SFPCU reserves the right to change the terms and conditions of this Agreement as required by law or SFPCU policy. Unless otherwise required by law, SFPCU may amend this Agreement without prior notice to me. If SFPCU chooses to notify me of an amendment or is required to do so by law, SFPCU may ask me to agree to an amended version of this Agreement electronically, or mail or deliver a separate notice, statement message or electronic message to me at the last address SFPCU has on file for me. Governing Law - This Agreement shall be governed by the laws of the state of California and federal law, as applicable.

Appears in 1 contract

Samples: www.thepolicecu.org

Limitation of Liability; No Warranty. IN NO EVENT SHALL LICENSOR SYMBRIDGE, ITS AFFILIATES AND SERVICE PROVIDERS, OR BOLP ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR REPRESENTATIVES, BE LIABLE TO THE LICENSEE (A) FOR ANY AMOUNT IN EXCESS GREATER THAN THE VALUE OF THE FEES ACTUALLY PAID BY THE LICENSEE TO LICENSOR UNDER THIS AGREEMENT. SUPPORTED DIGITAL ASSET ON DEPOSIT IN NO EVENT SHALL LICENSOR (BOLPYOUR SYMBRIDGE ACCOUNT(S) OR SARASOTA COUNTY BE LIABLE (B) FOR INDIRECTANY LOST PROFITS, DIMINUTION IN VALUE OR BUSINESS OPPORTUNITY, ANY LOSS, DAMAGE, CORRUPTION OR BREACH OF DATA OR ANY OTHER INTANGIBLE PROPERTY OR ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES, INCLUDINGWHETHER BASED IN CONTRACT, WITHOUT LIMITATION, LOSS OF PROFITS OR INTERRUPTION OF BUSINESS, WHETHER SUCH DAMAGES ARE ALLEGED IN TORT, CONTRACTNEGLIGENCE, INDEMNITYSTRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF THE SYMBRIDGE SITE OR THE SYMBRIDGE SERVICES, OR THIS AGREEMENT, EVEN IF LICENSOR OR BOLP AN AUTHORIZED REPRESENTATIVE OF SYMBRIDGE HAS BEEN APPRISED ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE, EXCEPT TO THE EXTENT OF A FINAL JUDICIAL DETERMINATION THAT SUCH DAMAGES WERE A RESULT OF SYMBRIDGE’S GROSS NEGLIGENCE, FRAUD, WILLFUL MISCONDUCT OR INTENTIONAL VIOLATION OF LAW. THIS MEANS, BY WAY OF EXAMPLE ONLY (AND WITHOUT LIMITING THE SCOPE OF THE PRECEDING SENTENCE), THAT IF YOU CLAIM THAT SYMBRIDGE FAILED TO PROCESS A BUY OR SELL TRANSACTION PROPERLY, YOUR DAMAGES ARE LIMITED TO NO MORE THAN THE VALUE OF THE SUPPORTED DIGITAL ASSET AT ISSUE IN THE TRANSACTION, AND THAT YOU MAY NOT RECOVER FOR LOST PROFITS, LOST BUSINESS OPPORTUNITIES, DIMINUTION IN VALUE OR OTHER TYPES OF SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES IN EXCESS OF THE VALUE OF THE SUPPORTED DIGITAL ASSET AT ISSUE IN THE TRANSACTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THE LICENSEE SYMBRIDGE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SYMBRIDGE SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON- INFRINGEMENT. SYMBRIDGE DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE SYMBRIDGE SITE OR ANY PART OF THE SYMBRIDGE SERVICES, WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE. SYMBRIDGE DOES NOT GUARANTEE THAT ANY ORDER WILL BE EXECUTED, ACCEPTED, RECORDED OR REMAIN OPEN. EXCEPT FOR THE EXPRESS STATEMENTS SET FORTH IN THIS AGREEMENT, YOU HEREBY WAIVES ACKNOWLEDGE AND AGREE THAT YOU HAVE NOT RELIED UPON ANY CLAIM OTHER STATEMENT OR UNDERSTANDING, WHETHER WRITTEN OR ORAL, WITH RESPECT TO YOUR USE AND ACCESS OF THE SYMBRIDGE SERVICES AND SYMBRIDGE SITE. WITHOUT LIMITING THE FOREGOING, YOU HEREBY UNDERSTAND AND AGREE THAT THESE EXCLUSIONS DEPRIVE THE LICENSEE OF AN ADEQUATE REMEDY. CLAIMS SYMBRIDGE WILL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES ARISING OUT OF THIS AGREEMENT MUST BE MADE BY OR RELATING TO: (A) ANY INACCURACY, DEFECT OR OMISSION OF DIGITAL ASSET PRICE DATA, (B) ANY ERROR OR DELAY IN THE LICENSEE WITHIN ONE YEAR TRANSMISSION OF THE INCIDENT TO WHICH THEY RELATE SUCH DATA, OR BE FOREVER BARRED(C) INTERRUPTION IN ANY SUCH DATA. The provisions Symbridge makes no representations about the accuracy, order, timeliness, or completeness of this Section allocate historical Digital Asset price data available on the risks under this Agreement between Licensor and Symbridge Site. Symbridge will make reasonable efforts to ensure that requests for withdrawals of funds involving bank accounts are processed in a timely manner but Symbridge makes no representations or warranties regarding the Licensee and this Agreement and the pricing and other terms contained herein reflect the allocation amount of risk and limitation time needed to complete processing which is dependent upon many factors outside of liability specified herein. LICENSOR EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE LICENSEE’S SOLE REMEDY FOR LICENSOR’S BREACH OF ANY OR ALL PROVISIONS, REPRESENTATIONS, WARRANTIES AND COVENANTS IN THIS AGREEMENT IS AS SET FORTH IN THIS PARAGRAPHour control.

Appears in 1 contract

Samples: Individual Participant Agreement

Limitation of Liability; No Warranty. IN NO EVENT SHALL LICENSOR EITHER PARTY, ITS AFFILIATES AND SERVICE PROVIDERS, OR BOLP ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR REPRESENTATIVES, BE LIABLE TO THE LICENSEE (A) FOR ANY AMOUNT IN EXCESS GREATER THAN THE VALUE OF THE FEES ACTUALLY PAID BY SUPPORTED DIGITAL ASSETS ON DEPOSIT IN CLIENT’S TRUST COMPANY CUSTODIAL ACCOUNT AT THE LICENSEE TIME OF, AND DIRECTLY RELATING TO, THE EVENTS GIVING RISE TO LICENSOR UNDER THIS AGREEMENT. THE LIABILITY OCCURRED, THE VALUE OF WHICH SHALL BE DETERMINED IN NO EVENT SHALL LICENSOR ACCORDANCE WITH THE TERMS SET FORTH IN THE FEE SCHEDULE GOVERNING VALUATION OF THE SUPPORTED DIGITAL ASSET(S), (BOLPB) FOR ANY LOST PROFITS OR SARASOTA COUNTY BE LIABLE FOR INDIRECT, ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES, INCLUDINGWHETHER BASED IN CONTRACT, WITHOUT LIMITATION, LOSS OF PROFITS OR INTERRUPTION OF BUSINESS, WHETHER SUCH DAMAGES ARE ALLEGED IN TORT, CONTRACTNEGLIGENCE, INDEMNITYSTRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF THE TRUST COMPANY SITE OR THE TRUST COMPANY CUSTODIAL SERVICES, OR THIS AGREEMENT, EVEN IF LICENSOR OR BOLP AN AUTHORIZED REPRESENTATIVE OF TRUST COMPANY HAS BEEN APPRISED ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. THIS MEANS, BY WAY OF EXAMPLE ONLY (AND WITHOUT LIMITING THE LICENSEE HEREBY WAIVES ANY CLAIM THAT THESE EXCLUSIONS DEPRIVE THE LICENSEE OF AN ADEQUATE REMEDY. CLAIMS FOR DAMAGES ARISING OUT OF THIS AGREEMENT MUST BE MADE BY THE LICENSEE WITHIN ONE YEAR SCOPE OF THE INCIDENT PRECEDING SENTENCE), THAT IF CLIENT CLAIMS THAT TRUST COMPANY FAILED TO WHICH THEY RELATE PROCESS A DEPOSIT OR BE FOREVER BARREDWITHDRAWAL PROPERLY, CLIENT’S DAMAGES ARE LIMITED TO NO MORE THAN THE VALUE OF THE SUPPORTED DIGITAL ASSETS AT ISSUE IN THE DEPOSIT OR WITHDRAWAL, AND THAT CLIENT MAY NOT RECOVER FOR LOST PROFITS, LOST BUSINESS OPPORTUNITIES, OR OTHER TYPES OF SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES IN EXCESS OF THE VALUE OF THE SUPPORTED DIGITAL ASSETS AT ISSUE IN THE DEPOSIT OR WITHDRAWAL. The provisions SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION MAY NOT APPLY TO CLIENT. Certain confidential information contained in this document, marked by [**], has been omitted because Grayscale Ethereum Trust (ETH) has determined that the information (i) is not material and (ii) would likely cause competitive harm to Grayscale Ethereum Trust (ETH) if publicly disclosed. ETH-111 Confidential treatment requested by the registrant for its submission of this Section allocate the risks under this Agreement between Licensor draft registration statement pursuant to Securities and the Licensee and this Agreement and the pricing and other terms contained herein reflect the allocation of risk and limitation of liability specified herein. LICENSOR EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIESExchange Commission Rule 83 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING PARAGRAPH, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF TITLE, MERCHANTABILITY OR FITNESS TRUST COMPANY SHALL BE LIABLE TO CLIENT FOR A PARTICULAR PURPOSE. THE LICENSEE’S SOLE REMEDY FOR LICENSOR’S BREACH LOSS OF ANY OR ALL PROVISIONSDIGITAL ASSETS ON DEPOSIT IN CLIENT’S TRUST COMPANY CUSTODIAL ACCOUNT TO THE EXTENT THAT TRUST COMPANY CAUSED SUCH LOSS (INCLUDING IF CLIENT IS NOT ABLE TO TIMELY WITHDRAW DIGITAL ASSETS FROM THE ACCOUNT, REPRESENTATIONSACCORDING TO SECTION 3), WARRANTIES AND COVENANTS IN THIS AGREEMENT IS EVEN IF TRUST COMPANY MEETS ITS DUTY OF EXERCISING BEST EFFORTS AS SET FORTH IN THIS PARAGRAPHAGREEMENT, AND TRUST COMPANY SHALL BE REQUIRED TO RETURN TO CLIENT A QUANTITY EQUAL TO THE QUANTITY OF ANY SUCH LOST DIGITAL ASSETS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TRUST COMPANY CUSTODIAL SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRUST COMPANY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. EXCEPT AS PROVIDED HEREIN, TRUST COMPANY DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE SITE, ANY PART OF THE TRUST COMPANY CUSTODIAL SERVICES, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, OR TIMELY; OR BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES; OR BE SECURE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE. IN ADDITION TO THE LIMITATIONS SPECIFIED ABOVE, FOR SO LONG THAT A COLD STORAGE ADDRESS HOLDS AN EXCESS OF ONE HUNDRED MILLION US DOLLARS (US$100,000,000) (THE “COLD STORAGE THRESHOLD”) FOR A PERIOD OF FIVE (5) CONSECUTIVE BUSINESS DAYS OR MORE WITHOUT BEING REDUCED TO THE COLD STORAGE THRESHOLD OR LOWER, TRUST COMPANY’S MAXIMUM LIABILITY FOR SUCH COLD STORAGE ADDRESS SHALL BE LIMITED TO THE COLD STORAGE THRESHOLD. AS A BEST PRACTICE, TRUST COMPANY RECOMMENDS LIMITING THE VALUE OF DIGITAL ASSETS DEPOSITED IN EACH COLD STORAGE ADDRESS TO LESS THAN EIGHTY MILLION US DOLLARS (US$80,000,000). IF ELECTED BY CLIENT, AT NO ADDITIONAL COST TO CLIENT, TRUST COMPANY WILL PROVIDE CLIENT WITH ALL NECESSARY ASSISTANCE TO IMPLEMENT SUCH LIMITATIONS, INCLUDING NOTIFYING CLIENT IN WRITING IF THE VALUE OF DIGITAL ASSETS DEPOSITED IN A COLD STORAGE ADDRESS EXCEEDS THE COLD STORAGE THRESHOLD.

Appears in 1 contract

Samples: Trust Company Custodial Services Agreement (Grayscale Ethereum Trust (ETH))

Limitation of Liability; No Warranty. TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL LICENSOR WILL ROCKETPLACE, ITS AFFILIATES, OR BOLP BE LIABLE TO THE LICENSEE FOR ANY AMOUNT IN EXCESS OF THE FEES ACTUALLY PAID BY THE LICENSEE TO LICENSOR UNDER THIS AGREEMENT. IN NO EVENT SHALL LICENSOR (BOLP) THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR SARASOTA COUNTY DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE PLATFORM, ANY CONTENT ON THE PLATFORM OR THE SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR CONSEQUENTIAL PUNITIVE DAMAGES, INCLUDINGINCLUDING BUT NOT LIMITED TO, WITHOUT LIMITATIONPERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF PROFITS REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR INTERRUPTION ANTICIPATED SAVINGS, LOSS OF BUSINESSUSE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER SUCH DAMAGES ARE ALLEGED IN TORTCAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, INDEMNITY, OR OTHERWISE, EVEN IF LICENSOR FORESEEABLE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, NOTHING IN THESE TERMS EXCLUDES OR BOLP HAS BEEN APPRISED LIMITS LIABILITY FOR FRAUD, FRAUDULENT MISREPRESENTATION, OR FOR DEATH OR PERSONAL INJURY CAUSED BY GROSS NEGLIGENCE.THIS MEANS, BY WAY OF EXAMPLE ONLY (AND WITHOUT LIMITING THE SCOPE OF THE POSSIBILITY OF SUCH DAMAGES. THE LICENSEE HEREBY WAIVES ANY PRECEDING SENTENCE), THAT IF YOU CLAIM THAT THESE EXCLUSIONS DEPRIVE ROCKETPLACE FAILED TO PROCESS A BUY OR SELL TRANSACTION PROPERLY, YOUR DAMAGES ARE LIMITED TO NO MORE THAN THE LICENSEE OF AN ADEQUATE REMEDY. CLAIMS FOR DAMAGES ARISING OUT OF THIS AGREEMENT MUST BE MADE BY THE LICENSEE WITHIN ONE YEAR VALUE OF THE INCIDENT SUPPORTED DIGITAL CURRENCY AT ISSUE IN THE TRANSACTION, AND THAT YOU MAY NOT RECOVER FOR LOST PROFITS, LOST BUSINESS OPPORTUNITIES, DIMINUTION IN VALUE OR OTHER TYPES OF SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES IN EXCESS OF THE VALUE OF THE SUPPORTED DIGITAL CURRENCY AT ISSUE IN THE TRANSACTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO WHICH THEY RELATE OR BE FOREVER BARRED. The provisions of this Section allocate the risks under this Agreement between Licensor and the Licensee and this Agreement and the pricing and other terms contained herein reflect the allocation of risk and limitation of liability specified herein. LICENSOR EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE LICENSEE’S SOLE REMEDY FOR LICENSOR’S BREACH OF ANY OR ALL PROVISIONS, REPRESENTATIONS, WARRANTIES AND COVENANTS IN THIS AGREEMENT IS AS SET FORTH IN THIS PARAGRAPHYOU.

Appears in 1 contract

Samples: Rocketplace User Agreement

Limitation of Liability; No Warranty. IN NO EVENT I agree that within thirty (30) days of the A2A transfer, I will tell you of any errors, delays, or other problems related to my request. If my funds transfer request is delayed or erroneously executed as a result of Telhio Credit Union's error, Telhio Credit Union's sole obligation to me is to pay or refund such amounts as may be required by applicable law. Any claim for interest payable by Telhio Credit Union shall be at Telhio Credit Union's published savings account rate in effect on the account from which the funds transfer was made. In any event, if I fail to notify you of any claim concerning my funds transfer within sixty (60) days of the A2A transfer any claim by me shall be barred under applicable law. I AGREE THAT TELHIO CREDIT UNION SHALL LICENSOR OR BOLP NOT BE LIABLE TO THE LICENSEE FOR ANY AMOUNT COSTS, FEES, LOSSES OR DAMAGES OF ANY KIND INCURRED AS A RESULT OF (1) MY GRANTING YOU AUTHORITY TO VERIFY A THIRD PARTY ACCOUNT; (2) YOUR DEBIT AND/OR CREDIT OF A VERIFIED ACCOUNT OR YOUR INABILITY TO DEBIT AND/OR CREDIT SUCH ACCOUNT(S) IN EXCESS OF THE FEES ACTUALLY PAID ACCORDANCE WITH MY A2A TRANSFER INSTRUCTIONS; (3) ANY INACCURATE OR INCOMPLETE INFORMATION RECEIVED FROM ANOTHER FINANCIAL INSTITUTION IN CONNECTION WITH VERIFYING A THIRD PARTY ACCOUNT OR EXECUTING A TRANSFER WITH A VERIFIED ACCOUNT; (4) ANY CHARGES IMPOSED BY THE LICENSEE TO LICENSOR UNDER THIS AGREEMENTFINANCIAL INSTITUTION HOLDING A VERIFIED ACCOUNT; AND (5) ANY TRANSFER LIMITATIONS SET BY A FINANCIAL INSTITUTION HOLDING A VERIFIED ACCOUNT. IN NO EVENT SHALL LICENSOR (BOLP) OR SARASOTA COUNTY TELHIO CREDIT UNION BE LIABLE RESPONSIBLE FOR INDIRECT, SPECIAL, INCIDENTAL, ANY INCIDENTAL OR CONSEQUENTIAL DAMAGESDAMAGES OR EXPENSES ARISING IN CONNECTION WITH MY A2A TRANSFER REQUEST. EXCEPT AS MAY BE EXPRESSLY SET FORTH IN THIS AGREEMENT, INCLUDINGTELHIO CREDIT UNION, WITHOUT LIMITATIONITS DIRECTORS, LOSS OFFICERS, EMPLOYEES AND AGENTS HEREBY DISCLAIM ALL WARRANTIES OF PROFITS OR INTERRUPTION OF BUSINESSANY KIND, WHETHER SUCH DAMAGES ARE ALLEGED IN TORT, CONTRACT, INDEMNITY, OR OTHERWISE, EVEN IF LICENSOR OR BOLP HAS BEEN APPRISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LICENSEE HEREBY WAIVES ANY CLAIM THAT THESE EXCLUSIONS DEPRIVE THE LICENSEE OF AN ADEQUATE REMEDY. CLAIMS FOR DAMAGES ARISING OUT OF THIS AGREEMENT MUST BE MADE BY THE LICENSEE WITHIN ONE YEAR OF THE INCIDENT TO WHICH THEY RELATE OR BE FOREVER BARRED. The provisions of this Section allocate the risks under this Agreement between Licensor and the Licensee and this Agreement and the pricing and other terms contained herein reflect the allocation of risk and limitation of liability specified herein. LICENSOR EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, INCLUDING WITHOUT LIMITATION, LIMITATION ANY WARRANTY OF TITLEMERCHANTABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSEPURPOSE OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY OR THIRD PARTY RIGHTS. TELHIO CREDIT UNION MAKES NO WARRANTY OR REPRESENTATION REGARDING THE LICENSEE’S SOLE REMEDY FOR LICENSOR’S BREACH RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE A2A SERVICE, THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE A2A SERVICE, THE ACCURACY OF ANY INFORMATION RETRIEVED BY TELHIO CREDIT UNION FROM ANY FINANCIAL INSTITUTION HOLDING ANY VERIFIED ACCOUNT OR ALL PROVISIONSTHAT THE A2A SERVICE WILL MEET ANY REQUIREMENTS OF ANY USER, REPRESENTATIONSBE UNINTERRUPTED, WARRANTIES AND COVENANTS IN THIS AGREEMENT IS AS SET FORTH IN THIS PARAGRAPHTIMELY, SECURE OR ERROR FREE. Amendments - I agree that you reserve the right to change the terms and conditions of this Agreement as required by law or policy. Unless otherwise required by law, you may amend this Agreement without prior notice to me. If you choose to notify me of an amendment or are required to do so by law, you may ask me to agree to an amended version of this Agreement electronically, or mail or deliver a separate notice, statement message or electronic message to me at the last address or e-mail you have on file for me. Governing Law - This Agreement shall be governed by the laws of the Ohio (OH).

Appears in 1 contract

Samples: onlinebanking.telhio.org

Limitation of Liability; No Warranty. IN NO EVENT SHALL LICENSOR SYMBRIDGE, ITS AFFILIATES AND SERVICE PROVIDERS, OR BOLP ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR REPRESENTATIVES, BE LIABLE TO THE LICENSEE (A) FOR ANY AMOUNT IN EXCESS GREATER THAN THE VALUE OF THE FEES ACTUALLY PAID BY THE LICENSEE TO LICENSOR UNDER THIS AGREEMENT. SUPPORTED DIGITAL ASSET ON DEPOSIT IN NO EVENT SHALL LICENSOR (BOLPYOUR SYMBRIDGE ACCOUNT(S) OR SARASOTA COUNTY BE LIABLE (B) FOR INDIRECTANY LOST PROFITS, DIMINUTION IN VALUE OR BUSINESS OPPORTUNITY, ANY LOSS, DAMAGE, CORRUPTION OR BREACH OF DATA OR ANY OTHER INTANGIBLE PROPERTY OR ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES, INCLUDINGWHETHER BASED IN CONTRACT, WITHOUT LIMITATION, LOSS OF PROFITS OR INTERRUPTION OF BUSINESS, WHETHER SUCH DAMAGES ARE ALLEGED IN TORT, CONTRACTNEGLIGENCE, INDEMNITYSTRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF THE SYMBRIDGE SITE OR THE SYMBRIDGE SERVICES, OR THIS AGREEMENT, EVEN IF LICENSOR OR BOLP AN AUTHORIZED REPRESENTATIVE OF SYMBRIDGE HAS BEEN APPRISED ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE, EXCEPT TO THE EXTENT OF A FINAL JUDICIAL DETERMINATION THAT SUCH DAMAGES WERE A RESULT OF SYMBRIDGE’S GROSS NEGLIGENCE, FRAUD, WILLFUL MISCONDUCT OR INTENTIONAL VIOLATION OF LAW. THIS MEANS, BY WAY OF EXAMPLE ONLY (AND WITHOUT LIMITING THE SCOPE OF THE PRECEDING SENTENCE), THAT IF YOU CLAIM THAT SYMBRIDGE FAILED TO PROCESS A BUY OR SELL TRANSACTION PROPERLY, YOUR DAMAGES ARE LIMITED TO NO MORE THAN THE VALUE OF THE SUPPORTED DIGITAL ASSET AT ISSUE IN THE TRANSACTION, AND THAT YOU MAY NOT RECOVER FOR LOST PROFITS, LOST BUSINESS OPPORTUNITIES, DIMINUTION IN VALUE OR OTHER TYPES OF SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES IN EXCESS OF THE VALUE OF THE SUPPORTED DIGITAL ASSET AT ISSUE IN THE TRANSACTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THE LICENSEE SYMBRIDGE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SYMBRIDGE SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON- INFRINGEMENT. SYMBRIDGE DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE SYMBRIDGE SITE OR ANY PART OF THE SYMBRIDGE SERVICES, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE. SYMBRIDGE DOES NOT GUARANTEE THAT ANY ORDER WILL BE EXECUTED, ACCEPTED, RECORDED OR REMAIN OPEN. EXCEPT FOR THE EXPRESS STATEMENTS SET FORTH IN THIS AGREEMENT, YOU HEREBY WAIVES ACKNOWLEDGE AND AGREE THAT YOU HAVE NOT RELIED UPON ANY CLAIM OTHER STATEMENT OR UNDERSTANDING, WHETHER WRITTEN OR ORAL, WITH RESPECT TO YOUR USE AND ACCESS OF THE SYMBRIDGE SERVICES AND SYMBRIDGE SITE. WITHOUT LIMITING THE FOREGOING, YOU HEREBY UNDERSTAND AND AGREE THAT THESE EXCLUSIONS DEPRIVE THE LICENSEE OF AN ADEQUATE REMEDY. CLAIMS SYMBRIDGE WILL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES ARISING OUT OF THIS AGREEMENT MUST BE MADE BY OR RELATING TO: (A) ANY INACCURACY, DEFECT OR OMISSION OF DIGITAL ASSET PRICE DATA, (B) ANY ERROR OR DELAY IN THE LICENSEE WITHIN ONE YEAR TRANSMISSION OF THE INCIDENT TO WHICH THEY RELATE SUCH DATA, OR BE FOREVER BARRED(C) INTERRUPTION IN ANY SUCH DATA. The provisions Symbridge makes no representations about the accuracy, order, timeliness, or completeness of this Section allocate historical Digital Asset price data available on the risks under this Agreement between Licensor and Symbridge Site. Symbridge will make reasonable efforts to ensure that requests for withdrawals of funds involving bank accounts are processed in a timely manner but Symbridge makes no representations or warranties regarding the Licensee and this Agreement and the pricing and other terms contained herein reflect the allocation amount of risk and limitation time needed to complete processing which is dependent upon many factors outside of liability specified herein. LICENSOR EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE LICENSEE’S SOLE REMEDY FOR LICENSOR’S BREACH OF ANY OR ALL PROVISIONS, REPRESENTATIONS, WARRANTIES AND COVENANTS IN THIS AGREEMENT IS AS SET FORTH IN THIS PARAGRAPHour control.

Appears in 1 contract

Samples: Participant Agreement

Limitation of Liability; No Warranty. IN NO EVENT EXCEPT TO THE EXTENT REQUIRED BY LAW, NEITHER WE NOR ANY MONARCH SERVICE PROVIDER SHALL LICENSOR OR BOLP BE LIABLE TO THE LICENSEE YOU, WHETHER IN CONTRACT OR TORT, FOR ANY AMOUNT IN EXCESS PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR SIMILAR DAMAGES (EVEN IF WE AND/OR ANY MONARCH SERVICE PROVIDER HAVE BEEN ADVISED OF THE FEES ACTUALLY PAID POSSIBILITY THEREOF) IN CONNECTION WITH THIS USER AGREEMENT, YOUR USE OR ATTEMPTED USE OF MONARCH, OR ANY OF THE INFORMATION, SERVICES OR TRANSACTIONS CONTEMPLATED BY THIS USER AGREEMENT. MOREOVER, AND ALSO EXCEPT TO THE LICENSEE EXTENT REQUIRED BY LAW, NEITHER WE NOR ANY MONARCH SERVICE PROVIDER SHALL BE LIABLE TO LICENSOR UNDER YOU, WHETHER IN CONTRACT OR TORT, FOR ANY DIRECT DAMAGES OF ANY KIND (EVEN IF WE AND/OR ANY MONARCH SERVICE PROVIDER HAVE BEEN ADVISED OF THE POSSIBILITY THEREOF) IN CONNECTION WITH THIS USER AGREEMENT, YOUR USE OR ATTEMPTED USE OF MONARCH OR ANY OF THE INFORMATION, SERVICES OR TRANSACTIONS CONTEMPLATED BY THIS USER AGREEMENT. IN NO EVENT SHALL LICENSOR (BOLP) WE OR SARASOTA COUNTY ANY MONARCH SERVICE PROVIDER BE LIABLE TO YOU OR ANYONE ELSE FOR INDIRECT, SPECIAL, INCIDENTAL, ANY LOSS OR CONSEQUENTIAL DAMAGESINJURY RESULTING DIRECTLY OR INDIRECTLY FROM YOUR USE OF MONARCH OR ANY SERVICES PROVIDED BY US OR ANY MONARCH SERVICE PROVIDER, INCLUDING, WITHOUT LIMITATIONBUT NOT LIMITED TO, ANY LOSS OF PROFITS CAUSED IN WHOLE OR INTERRUPTION OF BUSINESSIN PART BY ANY INACCURACIES OR INCOMPLETENESS, WHETHER SUCH DAMAGES ARE ALLEGED IN TORTDELAYS, CONTRACTINTERRUPTIONS, INDEMNITY, ERRORS OR OTHERWISE, EVEN IF LICENSOR OR BOLP HAS BEEN APPRISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LICENSEE HEREBY WAIVES ANY CLAIM THAT THESE EXCLUSIONS DEPRIVE THE LICENSEE OF AN ADEQUATE REMEDY. CLAIMS FOR DAMAGES ARISING OUT OF THIS AGREEMENT MUST BE MADE BY THE LICENSEE WITHIN ONE YEAR OF THE INCIDENT TO WHICH THEY RELATE OR BE FOREVER BARRED. The provisions of this Section allocate the risks under this Agreement between Licensor and the Licensee and this Agreement and the pricing and other terms contained herein reflect the allocation of risk and limitation of liability specified herein. LICENSOR EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIEDOMISSIONS, INCLUDING, BUT NOT LIMITED TO, THOSE ARISING FROM OUR NEGLIGENCE OR THE NEGLIGENCE OF ANY MONARCH SERVICE PROVIDER OR CONTINGENCIES BEYOND OUR OR ANY MONARCH SERVICE PROVIDERS’ CONTROL IN PROCURING, COMPILING, INTERPRETING, COMPUTING, REPORTING, OR DELIVERING MONARCH, THE SERVICES THEREON OR THE INFORMATION THEREIN. IN NO EVENT SHALL WE OR ANY MONARCH SERVICE PROVIDER BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON, OR IN CONNECTION WITH YOUR USE OF MONARCH, THE SERVICES THEREON OR THE INFORMATION THEREIN. THIS LIMITATION ON LIABILITY INCLUDES, BUT IS NOT LIMITED TO ANY DAMAGE OR INTERRUPTIONS CAUSED BY FAILURE OF MECHANICAL OR ELECTRONIC EQUIPMENT OR COMMUNICATION LINES, TELEPHONE OR OTHER INTERCONNECT PROBLEMS (E.G., YOU CANNOT ACCESS YOUR INTERNET SERVICE PROVIDER), BUGS, DISRUPTIONS OR OTHER VULNERABILITIES ASSOCIATED WITH BLOCKCHAIN OR ANY DIGITAL CURRENCY, UNAUTHORIZED ACCESS, THEFT, OPERATOR ERRORS, STRIKES OR LABOR PROBLEMS, OR ANY FORCE MAJEURE. NEITHER WE NOR ANY MONARCH SERVICE PROVIDER GUARANTEE CONTINUOUS, UNINTERRUPTED, OR SECURE ACCESS TO MONARCH IF THIS DISCLAIMER OF LIABILITY SECTION IS DEEMED TO CONFLICT WITH ANY OTHER SECTION OF THIS USER AGREEMENT, THIS DISCLAIMER OF LIABILITY SECTION SUPERSEDES THE OTHER SECTION THE MONARCH SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT LIMITATIONANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MONARCH SPECIFICALLY DISCLAIMS ANY WARRANTY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSEPURPOSE AND/OR NON-INFRINGEMENT. MONARCH DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE LICENSEE’S SOLE REMEDY FOR LICENSOR’S BREACH SITE, ANY PART OF THE MONARCH SERVICES, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ALL PROVISIONSERROR-FREE. Monarch makes no representations about the accuracy or completeness of historical Digital Currency price data available on the Site. Monarch will make reasonable efforts to ensure that requests for electronic debits and credits involving bank accounts, REPRESENTATIONScredit cards, WARRANTIES AND COVENANTS IN THIS AGREEMENT IS AS SET FORTH IN THIS PARAGRAPHand check issuances are processed in a timely manner but Monarch makes no representations or warranties regarding the amount of time needed to complete processing which is dependent upon many factors outside of our control.

Appears in 1 contract

Samples: Monarch User Agreement

Limitation of Liability; No Warranty. IN NO EVENT SHALL LICENSOR COINBASE CUSTODY, ITS AFFILIATES AND SERVICE PROVIDERS, OR BOLP ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR REPRESENTATIVES, BE LIABLE TO THE LICENSEE (A) FOR ANY AMOUNT IN EXCESS GREATER THAN THE VALUE OF THE FEES ACTUALLY PAID SUPPORTED DIGITAL ASSETS ON DEPOSIT IN CLIENT’S CUSTODIAL ACCOUNT(S) AT THE TIME OF THE EVENTS GIVING RISE TO THE LIABILITY (THE VALUE OF WHICH SHALL BE CALCULATED AT THE AVERAGE UNITED STATES DOLLAR ASK PRICE, AT THE TIME OF THE LOSS, OF THE THREE (3) LARGEST EXCHANGES (BY TRAILING 30-DAY VOLUME) WHICH OFFER THE LICENSEE RELEVANT DIGITAL CURRENCY OR DIGITAL ASSET/USD TRADING PAIR, AS RELEVANT, SUBJECT TO LICENSOR UNDER THIS AGREEMENT. IN NO EVENT SHALL LICENSOR THE PER ADDRESS LIMITATION AS DESCRIBED BELOW) AND/OR (BOLPB) FOR ANY LOST PROFITS OR SARASOTA COUNTY BE LIABLE FOR INDIRECT, ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES, INCLUDINGWHETHER BASED IN CONTRACT, WITHOUT LIMITATION, LOSS OF PROFITS OR INTERRUPTION OF BUSINESS, WHETHER SUCH DAMAGES ARE ALLEGED IN TORT, CONTRACTNEGLIGENCE, INDEMNITYSTRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF THE COINBASE CUSTODY SITE OR THE COINBASE CUSTODY CUSTODIAL SERVICES, OR THIS AGREEMENT, EVEN IF LICENSOR OR BOLP AN AUTHORIZED REPRESENTATIVE OF COINBASE CUSTODY HAS BEEN APPRISED ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LICENSEE HEREBY WAIVES EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION MAY NOT APPLY TO CLIENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COINBASE CUSTODY CUSTODIAL SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY CLAIM THAT THESE EXCLUSIONS DEPRIVE REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE LICENSEE OF AN ADEQUATE REMEDY. CLAIMS FOR DAMAGES ARISING OUT OF THIS AGREEMENT MUST BE MADE MAXIMUM EXTENT PERMITTED BY THE LICENSEE WITHIN ONE YEAR OF THE INCIDENT TO WHICH THEY RELATE OR BE FOREVER BARRED. The provisions of this Section allocate the risks under this Agreement between Licensor and the Licensee and this Agreement and the pricing and other terms contained herein reflect the allocation of risk and limitation of liability specified herein. LICENSOR EXPRESSLY APPLICABLE LAW, COINBASE CUSTODY SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSEPURPOSE AND/OR NON-INFRINGEMENT. COINBASE CUSTODY DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE LICENSEE’S SOLE REMEDY SITE, ANY PART OF THE COINBASE CUSTODY CUSTODIAL SERVICES, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, OR TIMELY; BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES; OR BE SECURE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE. Coinbase Custodial Services Agreement (US) NOTWITHSTANDING THE FOREGOING, COINBASE CUSTODY'S MAXIMUM LIABILITY FOR LICENSOR’S BREACH EACH COLD STORAGE ADDRESS SHALL BE LIMITED TO ONE HUNDRED MILLION US DOLLARS (US$100,000,000). AS A BEST PRACTICE, COINBASE CUSTODY RECOMMENDS LIMITING THE VALUE OF ANY OR DIGITAL ASSETS DEPOSITED IN EACH COLD STORAGE ADDRESS TO LESS THAN EIGHTY MILLION US DOLLARS (US$80,000,000). IF ELECTED BY CLIENT, COINBASE CUSTODY WILL PROVIDE CLIENT WITH ALL PROVISIONS, REPRESENTATIONS, WARRANTIES AND COVENANTS IN THIS AGREEMENT IS AS SET FORTH IN THIS PARAGRAPHNECESSARY ASSISTANCE TO IMPLEMENT SUCH LIMITATIONS.

Appears in 1 contract

Samples: Coinbase Custodial Services Agreement (WonderFi Technologies Inc.)

Limitation of Liability; No Warranty. IN NO EVENT SHALL LICENSOR OR BOLP BE LIABLE TO THE LICENSEE FOR ANY AMOUNT IN EXCESS OF THE FEES ACTUALLY PAID BY THE LICENSEE TO LICENSOR UNDER THIS AGREEMENT. IN NO EVENT SHALL LICENSOR (BOLP) OR SARASOTA COUNTY YOU EXPRESSLY UNDERSTAND AND AGREE THAT WDGCEX AND OUR AFFILIATES AND SERVICE PROVIDERS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, AND REPRESENTATIVES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, INCIDENTALCONSEQUENTIAL, EXEMPLARY DAMAGES, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS OR INTERRUPTION INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF BUSINESSGOODWILL, WHETHER SUCH DAMAGES ARE ALLEGED IN TORTUSE, CONTRACT, INDEMNITYDATA, OR OTHERWISE, OTHER INTANGIBLE LOSSES (EVEN IF LICENSOR OR BOLP WDGCEX HAS BEEN APPRISED ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICES; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (III) UNAUTHORISED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (IV) ANY OTHER MATTER RELATING TO THE SERVICES. We will not be liable for “exemplary damages” (often called punitive damages) or other indirect losses. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES OR WITH THIS TOU, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES AND CLOSE YOUR ACCOUNT. THE LICENSEE HEREBY WAIVES SERVICES ARE PROVIDED “AS IS” AND WITHOUT ANY CLAIM THAT THESE EXCLUSIONS DEPRIVE THE LICENSEE OF AN ADEQUATE REMEDY. CLAIMS FOR DAMAGES ARISING OUT OF THIS AGREEMENT MUST BE MADE BY THE LICENSEE WITHIN ONE YEAR OF THE INCIDENT TO WHICH THEY RELATE REPRESENTATION OR BE FOREVER BARRED. The provisions of this Section allocate the risks under this Agreement between Licensor and the Licensee and this Agreement and the pricing and other terms contained herein reflect the allocation of risk and limitation of liability specified herein. LICENSOR EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIESWARRANTY, WHETHER EXPRESS OR IMPLIED. WDGCEX, INCLUDINGOUR AFFILIATES, WITHOUT LIMITATIONAND OUR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, AND SUPPLIERS SPECIFICALLY DISCLAIM ANY WARRANTY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSEPURPOSE OR NON-INFRINGEMENT. WDGCEX MAKES NO WARRANTY THAT (I) THE LICENSEE’S SOLE REMEDY FOR LICENSOR’S BREACH SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) WILL BE AVAILABLE OR PERMISSIBLE IN ALL JURISDICTIONS, OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR ALL PROVISIONSOTHER MATERIAL PURCHASED OR OBTAINED BY YOU WILL MEET YOUR EXPECTATIONS. We cannot guarantee that our Services will always meet your demands. As we grow we will likely add new services, REPRESENTATIONSchange certain features and drop old features. We hope you are always happy with our Services, WARRANTIES AND COVENANTS IN THIS AGREEMENT IS AS SET FORTH IN THIS PARAGRAPHbut we cannot contractually guarantee you will be. Some jurisdictions do not allow the disclaimer of implied warranties, so the foregoing disclaimers may not apply to you. This paragraph gives you specific legal rights and you may also have other legal rights that vary from jurisdiction to jurisdiction.

Appears in 1 contract

Samples: Wdgcex Terms of Use

Limitation of Liability; No Warranty. IN NO EVENT SHALL LICENSOR AKB FINTECH, ITS AFFILIATES AND SERVICE PROVIDERS, OR BOLP ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR REPRESENTATIVES, BE LIABLE TO THE LICENSEE (A) FOR ANY AMOUNT IN EXCESS GREATER THAN THE VALUE OF THE FEES ACTUALLY PAID BY THE LICENSEE TO LICENSOR UNDER THIS AGREEMENT. SUPPORTED DIGITAL CURRENCY ON DEPOSIT IN NO EVENT SHALL LICENSOR (BOLPYOUR AKB FINTECH ACCOUNT(S) OR SARASOTA COUNTY BE LIABLE (B) FOR INDIRECTANY LOST PROFITS, DIMINUTION IN VALUE OR BUSINESS OPPORTUNITY, ANY LOSS, DAMAGE, CORRUPTION OR BREACH OF DATA OR ANY OTHER INTANGIBLE PROPERTY OR ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES, INCLUDINGWHETHER BASED IN CONTRACT, WITHOUT LIMITATION, LOSS OF PROFITS OR INTERRUPTION OF BUSINESS, WHETHER SUCH DAMAGES ARE ALLEGED IN TORT, CONTRACTNEGLIGENCE, INDEMNITYSTRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF THE AKB FINTECH SITE OR THE AKB FINTECH SERVICES, OR THIS AGREEMENT, EVEN IF LICENSOR OR BOLP AN AUTHORIZED REPRESENTATIVE OF AKB FINTECH HAS BEEN APPRISED ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE, EXCEPT TO THE EXTENT OF A FINAL JUDICIAL DETERMINATION THAT SUCH DAMAGES WERE A RESULT OF AKB FINTECH GROSS NEGLIGENCE, FRAUD, WILLFUL MISCONDUCT OR INTENTIONAL VIOLATION OF LAW. THIS MEANS, BY WAY OF EXAMPLE ONLY (AND WITHOUT LIMITING THE SCOPE OF THE PRECEDING SENTENCE), THAT IF YOU CLAIM THAT AKB FINTECH FAILED TO PROCESS A BUY OR SELL TRANSACTION PROPERLY, YOUR DAMAGES ARE LIMITED TO NO MORE THAN THE VALUE OF THE SUPPORTED DIGITAL CURRENCY AT ISSUE IN THE TRANSACTION, AND THAT YOU MAY NOT RECOVER FOR LOST PROFITS, LOST BUSINESS OPPORTUNITIES, DIMINUTION IN VALUE OR OTHER TYPES OF SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES IN EXCESS OF THE VALUE OF THE SUPPORTED DIGITAL CURRENCY AT ISSUE IN THE TRANSACTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THE LICENSEE AKB FINTECH SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AKB FINTECH SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. AKB FINTECH DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE SITE, ANY PART OF THE AKB FINTECH SERVICES, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE. AKB FINTECH DOES NOT GUARANTEE THAT ANY ORDER WILL BE EXECUTED, ACCEPTED, RECORDED OR REMAIN OPEN. EXCEPT FOR THE EXPRESS STATEMENTS SET FORTH IN THIS AGREEMENT, YOU HEREBY WAIVES ACKNOWLEDGE AND AGREE THAT YOU HAVE NOT RELIED UPON ANY CLAIM OTHER STATEMENT OR UNDERSTANDING, WHETHER WRITTEN OR ORAL, WITH RESPECT TO YOUR USE AND ACCESS OF THE AKB FINTECH SERVICES AND AKB FINTECH SITE. WITHOUT LIMITING THE FOREGOING, YOU HEREBY UNDERSTAND AND AGREE THAT THESE EXCLUSIONS DEPRIVE THE LICENSEE OF AN ADEQUATE REMEDY. CLAIMS COINBASE WILL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES ARISING OUT OF THIS AGREEMENT MUST BE MADE BY OR RELATING TO: (A) ANY INACCURACY, DEFECT OR OMISSION OF DIGITAL CURRENCY PRICE DATA, (B) ANY ERROR OR DELAY IN THE LICENSEE WITHIN ONE YEAR TRANSMISSION OF THE INCIDENT TO WHICH THEY RELATE SUCH DATA, OR BE FOREVER BARRED. The provisions of this Section allocate the risks under this Agreement between Licensor and the Licensee and this Agreement and the pricing and other terms contained herein reflect the allocation of risk and limitation of liability specified herein. LICENSOR EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE LICENSEE’S SOLE REMEDY FOR LICENSOR’S BREACH OF ANY OR ALL PROVISIONS, REPRESENTATIONS, WARRANTIES AND COVENANTS IN THIS AGREEMENT IS AS SET FORTH IN THIS PARAGRAPH.(C)

Appears in 1 contract

Samples: Akb Fintech User Agreement

Limitation of Liability; No Warranty. IN NO EVENT SHALL LICENSOR DBS, ITS AFFILIATES AND SERVICE PROVIDERS, OR BOLP ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR REPRESENTATIVES, BE LIABLE TO THE LICENSEE (A) FOR ANY AMOUNT IN EXCESS GREATER THAN THE VALUE OF THE FEES ACTUALLY PAID BY THE LICENSEE TO LICENSOR UNDER THIS AGREEMENT. SUPPORTED DIGITAL CURRENCY ON DEPOSIT IN NO EVENT SHALL LICENSOR YOUR DBS ACCOUNT OR (BOLPB) FOR ANY LOST PROFITS OR SARASOTA COUNTY BE LIABLE FOR INDIRECT, ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES, INCLUDINGWHETHER BASED IN CONTRACT, WITHOUT LIMITATION, LOSS OF PROFITS OR INTERRUPTION OF BUSINESS, WHETHER SUCH DAMAGES ARE ALLEGED IN TORT, CONTRACTNEGLIGENCE, INDEMNITYSTRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF THE DBS SITE OR THE DBS SERVICES, OR THIS AGREEMENT, EVEN IF LICENSOR OR BOLP AN AUTHORIZED REPRESENTATIVE OF DBS HAS BEEN APPRISED ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. THIS MEANS, BY WAY OF EXAMPLE ONLY (AND WITHOUT LIMITING THE LICENSEE HEREBY WAIVES ANY SCOPE OF THE PRECEDING SENTENCE), THAT IF YOU CLAIM THAT THESE EXCLUSIONS DEPRIVE DBS FAILED TO PROCESS A BUY OR SELL TRANSACTION PROPERLY, YOUR DAMAGES ARE LIMITED TO NO MORE THAN THE LICENSEE OF AN ADEQUATE REMEDY. CLAIMS FOR DAMAGES ARISING OUT OF THIS AGREEMENT MUST BE MADE BY THE LICENSEE WITHIN ONE YEAR VALUE OF THE INCIDENT SUPPORTED DIGITAL CURRENCY AT ISSUE IN THE TRANSACTION, AND THAT YOU MAY NOT RECOVER FOR LOST PROFITS, LOST BUSINESS OPPORTUNITES, OR OTHER TYPES OF SPECIAL, INCIDENTIAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES IN EXCESS OF THE VALUE OF THE SUPPORTED DIGITAL CURRENCY AT ISSUE IN THE TRANSACTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION MAY NOT APPLY TO WHICH THEY RELATE YOU. THE DBS SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATION OR BE FOREVER BARREDWARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. The provisions of this Section allocate the risks under this Agreement between Licensor and the Licensee and this Agreement and the pricing and other terms contained herein reflect the allocation of risk and limitation of liability specified herein. LICENSOR EXPRESSLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DBS SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSEPURPOSE AND/OR NON-INFRINGEMENT. DBS DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE LICENSEE’S SOLE REMEDY FOR LICENSOR’S BREACH SITE, ANY PART OF THE DBS SERVICES, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ALL PROVISIONSERROR-FREE. DBS makes no representations about the accuracy or completeness of historical Digital Currency price data available on the Site. DBS will make reasonable efforts to ensure that requests for electronic debits and credits involving bank accounts, REPRESENTATIONScredit cards, WARRANTIES AND COVENANTS IN THIS AGREEMENT IS AS SET FORTH IN THIS PARAGRAPHand check issuances are processed in a timely manner but DBS makes no representations or warranties regarding the amount of time needed to complete processing which is dependent upon many factors outside of our control.

Appears in 1 contract

Samples: platform.duality.solutions

Limitation of Liability; No Warranty. IN NO EVENT SHALL LICENSOR SYMBRIDGE, ITS AFFILIATES AND SERVICE PROVIDERS, OR BOLP ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR REPRESENTATIVES, BE LIABLE TO THE LICENSEE (A) FOR ANY AMOUNT IN EXCESS GREATER THAN THE VALUE OF THE FEES ACTUALLY PAID BY THE LICENSEE TO LICENSOR UNDER THIS AGREEMENT. SUPPORTED DIGITAL ASSET ON DEPOSIT IN NO EVENT SHALL LICENSOR (BOLPYOUR SYMBRIDGE ACCOUNT(S) OR SARASOTA COUNTY BE LIABLE (B) FOR INDIRECTANY LOST PROFITS, DIMINUTION IN VALUE OR BUSINESS OPPORTUNITY, ANY LOSS, DAMAGE, CORRUPTION OR BREACH OF DATA OR ANY OTHER INTANGIBLE PROPERTY OR ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES, INCLUDINGWHETHER BASED IN CONTRACT, WITHOUT LIMITATION, LOSS OF PROFITS OR INTERRUPTION OF BUSINESS, WHETHER SUCH DAMAGES ARE ALLEGED IN TORT, CONTRACTNEGLIGENCE, INDEMNITYSTRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF THE SYMBRIDGE SITE OR THE SYMBRIDGE SERVICES, OR THIS AGREEMENT, EVEN IF LICENSOR OR BOLP AN AUTHORIZED REPRESENTATIVE OF SYMBRIDGE HAS BEEN APPRISED ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE, EXCEPT TO THE EXTENT OF A FINAL JUDICIAL DETERMINATION THAT SUCH DAMAGES WERE A RESULT OF SYMBRIDGE’S GROSS NEGLIGENCE, FRAUD, WILLFUL MISCONDUCT OR INTENTIONAL VIOLATION OF LAW. THIS MEANS, BY WAY OF EXAMPLE ONLY (AND WITHOUT LIMITING THE SCOPE OF THE PRECEDING SENTENCE), THAT IF YOU CLAIM THAT SYMBRIDGE FAILED TO PROCESS A BUY OR SELL TRANSACTION PROPERLY, YOUR DAMAGES ARE LIMITED TO NO MORE THAN THE VALUE OF THE SUPPORTED DIGITAL ASSET AT ISSUE IN THE TRANSACTION, AND THAT YOU MAY NOT RECOVER FOR LOST PROFITS, LOST BUSINESS OPPORTUNITIES, DIMINUTION IN VALUE OR OTHER TYPES OF SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES IN EXCESS OF THE VALUE OF THE SUPPORTED DIGITAL ASSET AT ISSUE IN THE TRANSACTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THE LICENSEE SYMBRIDGE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SYMBRIDGE SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON- INFRINGEMENT. SYMBRIDGE DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE SYMBRIDGE SITE OR ANY PART OF THE SYMBRIDGE SERVICES, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE. XXXXXXXXX DOES NOT GUARANTEE THAT ANY ORDER WILL BE EXECUTED, ACCEPTED, RECORDED OR REMAIN OPEN. EXCEPT FOR THE EXPRESS STATEMENTS SET FORTH IN THIS AGREEMENT, YOU HEREBY WAIVES ACKNOWLEDGE AND AGREE THAT YOU HAVE NOT RELIED UPON ANY CLAIM OTHER STATEMENT OR UNDERSTANDING, WHETHER WRITTEN OR ORAL, WITH RESPECT TO YOUR USE AND ACCESS OF THE SYMBRIDGE SERVICES AND SYMBRIDGE SITE. WITHOUT LIMITING THE FOREGOING, YOU HEREBY UNDERSTAND AND AGREE THAT THESE EXCLUSIONS DEPRIVE THE LICENSEE OF AN ADEQUATE REMEDY. CLAIMS SYMBRIDGE WILL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES ARISING OUT OF THIS AGREEMENT MUST BE MADE BY OR RELATING TO: (A) ANY INACCURACY, DEFECT OR OMISSION OF DIGITAL ASSET PRICE DATA, (B) ANY ERROR OR DELAY IN THE LICENSEE WITHIN ONE YEAR TRANSMISSION OF THE INCIDENT TO WHICH THEY RELATE SUCH DATA, OR BE FOREVER BARRED(C) INTERRUPTION IN ANY SUCH DATA. The provisions Symbridge makes no representations about the accuracy, order, timeliness, or completeness of this Section allocate historical Digital Asset price data available on the risks under this Agreement between Licensor and Symbridge Site. Symbridge will make reasonable efforts to ensure that requests for withdrawals of funds involving bank accounts are processed in a timely manner but Symbridge makes no representations or warranties regarding the Licensee and this Agreement and the pricing and other terms contained herein reflect the allocation amount of risk and limitation time needed to complete processing which is dependent upon many factors outside of liability specified herein. LICENSOR EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE LICENSEE’S SOLE REMEDY FOR LICENSOR’S BREACH OF ANY OR ALL PROVISIONS, REPRESENTATIONS, WARRANTIES AND COVENANTS IN THIS AGREEMENT IS AS SET FORTH IN THIS PARAGRAPHour control.

Appears in 1 contract

Samples: Participant Agreement

Limitation of Liability; No Warranty. IN NO EVENT SHALL LICENSOR COINBASE CUSTODY, ITS AFFILIATES AND SERVICE PROVIDERS, OR BOLP ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR REPRESENTATIVES, BE LIABLE TO THE LICENSEE (A) FOR ANY AMOUNT IN EXCESS GREATER THAN THE VALUE OF THE FEES ACTUALLY PAID SUPPORTED DIGITAL ASSETS ON DEPOSIT IN CLIENT’S CUSTODIAL ACCOUNT(S) AT THE TIME OF THE EVENTS GIVING RISE TO THE LIABILITY (THE VALUE OF WHICH SHALL BE CALCULATED AT THE AVERAGE UNITED STATES DOLLAR ASK PRICE, AT THE TIME OF THE LOSS, OF THE THREE (3) LARGEST EXCHANGES (BY TRAILING 30-DAY VOLUME) WHICH OFFER THE LICENSEE RELEVANT DIGITAL CURRENCY OR DIGITAL ASSET/USD TRADING PAIR, AS RELEVANT, SUBJECT TO LICENSOR UNDER THIS AGREEMENT. IN NO EVENT SHALL LICENSOR THE PER ADDRESS LIMITATION AS DESCRIBED BELOW) AND/OR (BOLPB) FOR ANY LOST PROFITS OR SARASOTA COUNTY BE LIABLE FOR INDIRECT, ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES, INCLUDINGWHETHER BASED IN CONTRACT, WITHOUT LIMITATION, LOSS OF PROFITS OR INTERRUPTION OF BUSINESS, WHETHER SUCH DAMAGES ARE ALLEGED IN TORT, CONTRACTNEGLIGENCE, INDEMNITYSTRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF THE COINBASE CUSTODY SITE OR THE COINBASE CUSTODY CUSTODIAL SERVICES, OR THIS AGREEMENT, EVEN IF LICENSOR OR BOLP AN AUTHORIZED REPRESENTATIVE OF COINBASE CUSTODY HAS BEEN APPRISED ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LICENSEE HEREBY WAIVES EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION MAY NOT APPLY TO CLIENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COINBASE CUSTODY CUSTODIAL SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY CLAIM THAT THESE EXCLUSIONS DEPRIVE REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE LICENSEE OF AN ADEQUATE REMEDY. CLAIMS FOR DAMAGES ARISING OUT OF THIS AGREEMENT MUST BE MADE MAXIMUM EXTENT PERMITTED BY THE LICENSEE WITHIN ONE YEAR OF THE INCIDENT TO WHICH THEY RELATE OR BE FOREVER BARRED. The provisions of this Section allocate the risks under this Agreement between Licensor and the Licensee and this Agreement and the pricing and other terms contained herein reflect the allocation of risk and limitation of liability specified herein. LICENSOR EXPRESSLY APPLICABLE LAW, COINBASE CUSTODY SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSEPURPOSE AND/OR NON-INFRINGEMENT. COINBASE CUSTODY DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE LICENSEESITE, ANY PART OF THE COINBASE CUSTODY CUSTODIAL SERVICES, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, OR TIMELY; BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES; OR BE SECURE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE. NOTWITHSTANDING THE FOREGOING, COINBASE CUSTODY’S SOLE REMEDY MAXIMUM LIABILITY FOR LICENSOR’S BREACH EACH COLD STORAGE ADDRESS SHALL BE LIMITED TO ONE HUNDRED MILLION US DOLLARS (US$100,000,000). AS A BEST PRACTICE, COINBASE CUSTODY RECOMMENDS LIMITING THE VALUE OF ANY OR DIGITAL ASSETS DEPOSITED IN EACH COLD STORAGE ADDRESS TO LESS THAN EIGHTY MILLION US DOLLARS (US$80,000,000). IF ELECTED BY CLIENT, COINBASE CUSTODY WILL PROVIDE CLIENT WITH ALL PROVISIONS, REPRESENTATIONS, WARRANTIES AND COVENANTS IN THIS AGREEMENT IS AS SET FORTH IN THIS PARAGRAPHNECESSARY ASSISTANCE TO IMPLEMENT SUCH LIMITATIONS.

Appears in 1 contract

Samples: Coinbase Custody Custodial Services Agreement (Realm Metaverse Real Estate Inc.)

Limitation of Liability; No Warranty. IN NO EVENT SHALL LICENSOR OR BOLP BE LIABLE TO THE LICENSEE FOR ANY AMOUNT IN EXCESS OF THE FEES ACTUALLY PAID BY THE LICENSEE TO LICENSOR UNDER THIS AGREEMENT. IN NO EVENT SHALL LICENSOR (BOLP) OR SARASOTA COUNTY YOU EXPRESSLY UNDERSTAND AND AGREE THAT COMPANY AND OUR AFFILIATES AND SERVICE PROVIDERS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, AND REPRESENTATIVES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, INCIDENTALCONSEQUENTIAL, EXEMPLARY DAMAGES, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS OR INTERRUPTION INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESSGOODWILL, WHETHER SUCH DAMAGES ARE ALLEGED IN TORTUSE, CONTRACT, INDEMNITYDATA, OR OTHERWISE, OTHER INTANGIBLE LOSSES (EVEN IF LICENSOR OR BOLP COMPANY HAS BEEN APPRISED ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE RESERVE APP; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE RESERVE APP; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (IV) ANY OTHER MATTER RELATING TO THE RESERVE APP. We will not be liable for “exemplary damages” (often called punitive damages) or other indirect losses. So if we do something wrong that costs you $100, our potential liability is limited to that $100. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE RESERVE APP OR WITH THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE RESERVE APP AND CLOSE YOUR RESERVE APP ACCOUNT WITH TRUSTEE. THE LICENSEE HEREBY WAIVES RESERVE APP IS PROVIDED “AS IS” AND WITHOUT ANY CLAIM THAT THESE EXCLUSIONS DEPRIVE THE LICENSEE OF AN ADEQUATE REMEDY. CLAIMS FOR DAMAGES ARISING OUT OF THIS AGREEMENT MUST BE MADE BY THE LICENSEE WITHIN ONE YEAR OF THE INCIDENT TO WHICH THEY RELATE REPRESENTATION OR BE FOREVER BARRED. The provisions of this Section allocate the risks under this Agreement between Licensor and the Licensee and this Agreement and the pricing and other terms contained herein reflect the allocation of risk and limitation of liability specified herein. LICENSOR EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIESWARRANTY, WHETHER EXPRESS EXPRESS, IMPLIED OR IMPLIEDSTATUTORY. COMPANY, INCLUDINGOUR AFFILIATES, WITHOUT LIMITATIONAND OUR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, AND SUPPLIERS SPECIFICALLY DISCLAIM ANY WARRANTY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSEPURPOSE OR NON-INFRINGEMENT. COMPANY MAKES NO WARRANTY THAT (I) THE LICENSEE’S SOLE REMEDY FOR LICENSOR’S BREACH RESERVE APP WILL MEET YOUR REQUIREMENTS, (II) THE RESERVE APP WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR (III) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR ALL PROVISIONSOTHER MATERIAL PURCHASED OR OBTAINED BY YOU WILL MEET YOUR EXPECTATIONS. We cannot guarantee that Company is always going to meet your demands. As we grow we will likely add new services, REPRESENTATIONSchange certain features and drop old features. We hope you are always happy with Company, WARRANTIES AND COVENANTS IN THIS AGREEMENT IS AS SET FORTH IN THIS PARAGRAPHbut we can’t contractually guarantee you will be. Some jurisdictions do not allow the disclaimer of implied warranties, so the foregoing disclaimers may not apply to you. This Section 19 gives you specific legal rights and you may also have other legal rights that vary from state to state.

Appears in 1 contract

Samples: Reserve App User Agreement

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