Common use of NASDAQ’S LIMITATION OF LIABILITY Clause in Contracts

NASDAQ’S LIMITATION OF LIABILITY. ( A) EXCEPT A S MAY OTHERWISE BE S ET F XXXX HEREIN, NASDAQ SHALL NOT BE LIABLE T O SUBSCRIBER, ITS VENDOR OR A NY O THER P ERSON FOR INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR INCIDENTAL LOSS OR DAMAGE (INCLUDING, BUT NOT LIMITED TO, TRADING LOSSES, LOSS OF ANTICIPATED PROFITS, LOSS BY REASON OF SHUTDOWN IN OPERATION OR INCREASED EXPENSES OF OPERATION, CO ST O F COVER, OR O THER IN DIRECT LOSS OR DAMA GE) OF ANY NATU RE ARISING F ROM ANY CAUSE W HATSOEVER, EVEN IF N ASDAQ H AS BE EN AD VISED OF THE POSSIBILITY OF SUCH DAMAGES (B) N ASDAQ SHALL N OT BE LI ABLE TO SUBSCRIBER O R AN Y O THER PER SON FO R AN Y UNAVAILABILITY, IN TERRUPTION, D ELAY, INCOMPLETENESS, OR IN ACCURACY OF TH E INFORMATION TH AT LASTS LESS THAN FOUR (4) CONTINUOUS HOURS DURING THE TIME THAT NASDAQ REGULARLY TRANSMITS THE INF ORMATION O R IF THE INFORMATION I S MATERIALLY AFFECTED F OR L ESS TH AN F OUR ( 4) CONTINUOUS H OURS D URING T HE T IME THA T NASDAQ REGULARLY TRA NSMITS T HE INFORMATION. (C) IF NASDAQ IS FOR ANY REASON HELD LIABLE TO SUBSCRIBER OR TO ANY OTHER PERSON, WHETHER IN TORT OR IN CONTRACT, THE LIABILITY OF NASDAQ WITHIN A SINGLE YEAR (FROM THE EFFECTIVE DATE OF TH E AGREEMENT) O F T HE AG REEMENT [COMBINED WITH TH E T OTAL O F ALL CL AIMS OR LO SSES O F SUBSCRIBER'S VENDOR, AND ANY OTHER PERSON CLAIMING THROUGH, ON BEHALF OF, OR AS HARMED BY SUBSCRIBER] IS LIMITED TO AN AMOUNT OF SUBSCRIBER¡¦S DAMAGES THAT ARE ACTUALLY INCURRED BY SUBSCRIBER I N R EASONABLE RELIANCE, AND WHICH A MOUNT DOES NOT EXCEED THE L XXXXX OF: (I) I F SUBSCRIBER OR ANY OTHER PE RSON C ONTINUES TO R ECEIVE THE INFORMATION O R A NY OTHER DATA AND/ OR INFORMATION OFFERED BY NASDAQ, A PRORATED MONTH'S CREDIT OF ANY MONIES DUE DIRECTLY TO NASDAQ FROM SUBSCRIBER, OR, IF APPLICABLE, FROM ANY OTHER PERSON, FOR THE INFORMATION AT ISSUE DURING THE PERIOD AT ISSUE OR, IF SUBSCRIBER OR AN Y OTHER PERSON NO LON GER RECEIVES EITHER THE INFORMATION OR ANY OTHER DATA AND/OR INFORMATION OFFERED BY NASDAQ, A REFUND OF ANY MONIES DUE DIRECTLY TO NASDAQ FROM SUBSCRIBER, OR, IF APPLICABLE, FROM ANY OTHER PERSON, FOR THE INFORMATION AT ISSUE DURING THE PERIOD AT ISSUE; OR (II) $500.00. (D) THIS SECTION SHALL NOT RELIEVE NASDAQ, SUBSCRIBER OR ANY OTHER PERSON FROM LIABILITY FOR DAMAGES THAT RESULT FROM THEIR OWN GR OSS NEGLIGENCE OR W ILLFUL TORTIOUS MISCONDUCT, OR F ROM PERSONAL INJU RY OR WRONGFUL DEATH CLAIMS. (E) SUBSCRIBER AND NASDAQ UNDERSTAND AND AGREE THAT THE TERMS OF THIS SECTION REFLECT A REASONABLE ALLOCATION OF RISK AND LIMITATION OF LIABILITY.

NASDAQ’S LIMITATION OF LIABILITY. (  (A) EXCEPT A S AS MAY OTHERWISE BE S ET F XXXX SET FORTH HEREIN, NASDAQ SHALL NOT BE LIABLE T O TO SUBSCRIBER, ITS VENDOR OR A NY O THER P ERSON ANY OTHER PERSON FOR INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR INCIDENTAL LOSS OR DAMAGE (INCLUDING, BUT NOT LIMITED TO, TRADING LOSSES, LOSS OF ANTICIPATED PROFITS, LOSS BY REASON OF SHUTDOWN IN OPERATION OR INCREASED EXPENSES OF OPERATION, CO ST O F COST OF COVER, OR O THER IN DIRECT OTHER INDIRECT LOSS OR DAMA GEDAMAGE) OF ANY NATU RE NATURE ARISING F ROM FROM ANY CAUSE W HATSOEVERWHATSOEVER, EVEN IF N ASDAQ H AS BE EN AD VISED NASDAQ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES DAMAGES.  (B) N ASDAQ NASDAQ SHALL N OT NOT BE LI ABLE LIABLE TO SUBSCRIBER O R AN Y O THER PER SON FO R AN Y OR ANY OTHER PERSON FOR ANY UNAVAILABILITY, IN TERRUPTIONINTERRUPTION, D ELAYDELAY, INCOMPLETENESS, OR IN ACCURACY INACCURACY OF TH E THE INFORMATION TH AT THAT LASTS LESS THAN FOUR (4) CONTINUOUS HOURS DURING THE TIME THAT NASDAQ REGULARLY TRANSMITS THE INF ORMATION O R INFORMATION OR IF THE INFORMATION I S IS MATERIALLY AFFECTED F OR L ESS TH AN F OUR ( FOR LESS THAN FOUR (4) CONTINUOUS H OURS D URING T HE T IME THA T HOURS DURING THE TIME THAT NASDAQ REGULARLY TRA NSMITS T HE TRANSMITS THE INFORMATION.  (C) IF NASDAQ IS FOR ANY REASON HELD LIABLE TO SUBSCRIBER OR TO ANY OTHER PERSON, WHETHER IN TORT OR IN CONTRACT, THE LIABILITY OF NASDAQ WITHIN A SINGLE YEAR (FROM THE EFFECTIVE DATE OF TH E THE AGREEMENT) O F T HE AG REEMENT OF THE AGREEMENT [COMBINED WITH TH E T OTAL O F THE TOTAL OF ALL CL AIMS CLAIMS OR LO SSES O F LOSSES OF SUBSCRIBER'S VENDOR, AND ANY OTHER PERSON CLAIMING THROUGH, ON BEHALF OF, OR AS HARMED BY SUBSCRIBER] IS LIMITED TO AN AMOUNT OF SUBSCRIBER¡¦S SUBSCRIBER'S DAMAGES THAT ARE ACTUALLY INCURRED BY SUBSCRIBER I N R EASONABLE IN REASONABLE RELIANCE, AND WHICH A MOUNT AMOUNT DOES NOT EXCEED THE L XXXXX LESSER OF: (I) I F IF SUBSCRIBER OR ANY OTHER PE RSON C ONTINUES PERSON CONTINUES TO R ECEIVE RECEIVE THE INFORMATION O R A NY OR ANY OTHER DATA AND/ AND/OR INFORMATION OFFERED BY NASDAQ, A PRORATED MONTH'S CREDIT OF ANY MONIES DUE DIRECTLY TO NASDAQ FROM SUBSCRIBER, OR, IF APPLICABLE, FROM ANY OTHER PERSON, FOR THE INFORMATION AT ISSUE DURING THE PERIOD AT ISSUE OR, IF SUBSCRIBER OR AN Y ANY OTHER PERSON NO LON GER LONGER RECEIVES EITHER THE INFORMATION OR ANY OTHER DATA AND/OR INFORMATION OFFERED BY NASDAQ, A REFUND OF ANY MONIES DUE DIRECTLY TO NASDAQ FROM SUBSCRIBER, OR, IF APPLICABLE, FROM ANY OTHER PERSON, FOR THE INFORMATION AT ISSUE DURING THE PERIOD AT ISSUE; OR (II) $500.00.  (D) THIS SECTION SHALL NOT RELIEVE NASDAQ, SUBSCRIBER OR ANY OTHER PERSON FROM LIABILITY FOR DAMAGES THAT RESULT FROM THEIR OWN GR OSS GROSS NEGLIGENCE OR W ILLFUL TORTIOUS WILLFUL TORTUOUS MISCONDUCT, OR F ROM FROM PERSONAL INJU RY INJURY OR WRONGFUL DEATH CLAIMS.  (E) SUBSCRIBER AND NASDAQ UNDERSTAND AND AGREE THAT THE TERMS OF THIS SECTION REFLECT A REASONABLE ALLOCATION OF RISK AND LIMITATION OF LIABILITY.

NASDAQ’S LIMITATION OF LIABILITY. ( A(a) EXCEPT A S MAY AS OTHERWISE BE S ET F XXXX EXPRESSLY SET FORTH HEREIN, NASDAQ SHALL NOT BE LIABLE T O TO SUBSCRIBER, ITS VENDOR OR A NY O THER P ERSON ANY OTHER PERSON FOR INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR INCIDENTAL LOSS OR DAMAGE (INCLUDING, BUT NOT LIMITED TO, TRADING LOSSES, LOSS OF ANTICIPATED PROFITS, LOSS BY REASON OF SHUTDOWN IN OPERATION OR INCREASED EXPENSES OF OPERATION, CO ST O F COST OF COVER, OR O THER IN DIRECT OTHER INDIRECT LOSS OR DAMA GEDAMAGE) OF ANY NATU RE NATURE ARISING F ROM FROM ANY CAUSE W HATSOEVERWHATSOEVER, EVEN IF N ASDAQ H AS BE EN AD VISED NASDAQ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES DAMAGES. (Bb) N ASDAQ NASDAQ SHALL N OT NOT BE LI ABLE LIABLE TO SUBSCRIBER O R AN Y O THER PER SON FO R AN Y OR ANY OTHER PERSON FOR ANY UNAVAILABILITY, IN TERRUPTIONINTERRUPTION, D ELAYDELAY, INCOMPLETENESS, OR IN ACCURACY INACCURACY OF TH E INFORMATION TH AT THE SERVICE THAT LASTS LESS THAN FOUR (4) CONTINUOUS HOURS DURING THE TIME THAT NASDAQ REGULARLY TRANSMITS THE INF ORMATION O R SERVICE OR IF THE INFORMATION I S SERVICE IS MATERIALLY AFFECTED F OR L ESS TH AN F OUR ( FOR LESS THAN FOUR (4) CONTINUOUS H OURS D URING T HE T IME THA T HOURS DURING THE TIME THAT NASDAQ REGULARLY TRA NSMITS T HE INFORMATIONTRANSMITS THE SERVICE UNLESS THE TOTAL DURATION OF SERVICE DISRUPTION EXCEEDS TWELVE (12) HOURS IN A SINGLE CALENDAR MONTH DURING THE TIME THAT NASDAQ REGULARLY TRANSMITS THE INFORMATION DURING A REGULAR CALENDAR MONTH. (Cc) EXCEPT WITH RESPECT TO A BREACH OF THE CONFIDENTIALITY OBLIGATIONS SET FORTH IN SECTION 7 OR AS A RESULT OF THE INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 15, IF NASDAQ IS FOR ANY REASON HELD LIABLE TO SUBSCRIBER OR TO ANY OTHER PERSONPERSON FOR SERVICES UNDER THIS AGREEMENT, WHETHER IN TORT OR IN CONTRACT, THE LIABILITY OF NASDAQ WITHIN A SINGLE IN ANY GIVEN YEAR OF SERVICES (FROM THE EFFECTIVE DATE OF TH E THE AGREEMENT, OR ANNIVERSARY THEREOF) O F T HE AG REEMENT [COMBINED WITH TH E T OTAL O F ALL CL AIMS OR LO SSES O F SUBSCRIBER'S VENDOROF THE AGREEMENT, AND ANY OTHER PERSON CLAIMING THROUGH, ON BEHALF OF, OR AS HARMED BY SUBSCRIBER] , IS LIMITED TO AN AMOUNT OF SUBSCRIBER¡¦S DAMAGES THAT ARE ACTUALLY INCURRED BY SUBSCRIBER I N R EASONABLE RELIANCE, AND WHICH A MOUNT DOES NOT EXCEED THE L XXXXX OFTO: (I) I F IF SUBSCRIBER OR ANY OTHER PE RSON C ONTINUES PERSON CONTINUES TO R ECEIVE RECEIVE THE INFORMATION O R A NY OTHER DATA AND/ OR INFORMATION OFFERED BY NASDAQSERVICE, A PRORATED MONTH'S CREDIT OF ANY MONIES DUE DIRECTLY TO NASDAQ FROM SUBSCRIBER, OR, IF APPLICABLE, FROM ANY OTHER PERSON, FOR THE INFORMATION AT ISSUE DURING THE PERIOD AT ISSUE OR, (II) IF SUBSCRIBER OR AN Y ANY OTHER PERSON NO LON GER LONGER RECEIVES EITHER THE INFORMATION OR ANY OTHER DATA AND/OR INFORMATION OFFERED BY NASDAQSERVICE, A REFUND OF ANY MONIES DUE DIRECTLY PAID TO NASDAQ FROM BY SUBSCRIBER, OR, IF APPLICABLE, FROM BY ANY OTHER PERSON, FOR THE INFORMATION AT ISSUE DURING THE PERIOD AT ISSUE; OR (II) $500.00. (Dd) THIS SECTION AGREEMENT SHALL NOT RELIEVE NASDAQ, SUBSCRIBER OR ANY OTHER PERSON FROM OR LIMIT LIABILITY FOR DAMAGES THAT RESULT FROM THEIR OWN GR OSS GROSS NEGLIGENCE OR W ILLFUL WILLFUL TORTIOUS MISCONDUCT, OR F ROM FROM PERSONAL INJU RY INJURY OR WRONGFUL DEATH CLAIMS, BREACH OF CONFIDENTIALITY, VIOLIATION OF APPLICABLE LAW, OR A PARTY’S INDEMNIFICATION OBLIGATIONS. (Ee) SUBSCRIBER AND NASDAQ UNDERSTAND AND AGREE THAT THE TERMS OF THIS SECTION REFLECT A REASONABLE ALLOCATION OF RISK AND LIMITATION OF LIABILITY. BOTH PARTIES ALSO AGREE THAT THE EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES, AND THE LIMITATIONS OF LIABILITY SHALL APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. Section 13.