Common use of Limitations of Liability and Indemnification Clause in Contracts

Limitations of Liability and Indemnification. CLIENT SHOULD NOTE THAT FEDERAL AND STATE LAWS IMPOSE LIABILITY UNDER CERTAIN CIRCUMSTANCES FOR PERSONS ACTING IN GOOD FAITH AND WITHOUT REGARD TO ANY ALLEGATION OF NEGLIGENCE OR WILLFUL MALFEASANCE. UNDER FEDERAL SECURITIES LAWS, CHELSEA OWES ITS CLIENTS A FIDUCIARY DUTY, WHICH REQUIRES CHELSEA TO DEAL FAIRLY AND ACT IN THE BEST INTEREST OF ITS CLIENTS. THIS DUTY IMPOSES ON CHELSEA, THE OBLIGATION TO RENDER DISINTERESTED AND IMPARTIAL ADVICE, TO MAKE SUITABLE RECOMMENDATIONS TO CLIENTS IN LIGHT OF THEIR NEEDS, FINANCIAL CIRCUMSTANCES, AND INVESTMENT OBJECTIVES; TO EXERCISE A HIGH DEGREE OF CARE TO ENSURE THAT ADEQUATE AND ACCURATE REPRESENTATIONS AND OTHER INFORMATION ABOUT SECURITIES ARE PRESENTED TO CLIENTS, AND TO HAVE AN ADEQUATE BASIS IN FACT FOR ITS RECOMMENDATIONS, REPRESENTATIONS, AND PROJECTIONS. NOTHING IN THIS AGREEMENT, EXPRESSED OR IMPLIED, SHALL IN ANY WAY CONSTITUTE A WAIVER OR LIMITATION OF ANY RIGHTS THAT CLIENT MAY HAVE UNDER FEDERAL OR STATE SECURITIES LAWS (OR ERISA, IF CLIENT IS A QUALIFIED PLAN UNDER ERISA) OR EXCUSE THE BREACH OF ANY FIDUCIARY DUTY LEGALLY OWED TO CLIENT.

Limitations of Liability and Indemnification. CLIENT SHOULD NOTE THAT FEDERAL AND STATE LAWS IMPOSE LIABILITY UNDER CERTAIN CIRCUMSTANCES FOR PERSONS ACTING IN GOOD FAITH AND WITHOUT REGARD TO ANY ALLEGATION OF NEGLIGENCE OR WILLFUL MALFEASANCE. UNDER FEDERAL SECURITIES LAWSTSSB RULES AND REGULATIONSRegulations, CHELSEA GBM WEALTH MANAGEMENT OWES ITS CLIENTS A FIDUCIARY DUTY, WHICH REQUIRES CHELSEA GBM WEALTH MANAGEMENT TO DEAL FAIRLY AND ACT IN THE BEST INTEREST OF ITS CLIENTS. THIS DUTY IMPOSES ON CHELSEATHE SPONSOR, THE OBLIGATION TO RENDER DISINTERESTED AND IMPARTIAL ADVICE, TO MAKE SUITABLE RECOMMENDATIONS TO CLIENTS IN LIGHT OF THEIR NEEDS, FINANCIAL CIRCUMSTANCES, CIRCUMSTANCES AND INVESTMENT OBJECTIVES; TO EXERCISE A HIGH DEGREE OF CARE TO ENSURE THAT ADEQUATE AND ACCURATE REPRESENTATIONS AND OTHER INFORMATION ABOUT SECURITIES ARE PRESENTED TO CLIENTS, AND TO HAVE AN ADEQUATE BASIS IN FACT FOR ITS RECOMMENDATIONS, REPRESENTATIONS, REPRESENTATIONS AND PROJECTIONS. NOTHING IN THIS AGREEMENT, EXPRESSED OR IMPLIED, SHALL IN ANY WAY CONSTITUTE A WAIVER OR LIMITATION OF ANY RIGHTS THAT CLIENT MAY HAVE UNDER FEDERAL OR STATE SECURITIES LAWS (OR ERISA, IF CLIENT IS A QUALIFIED PLAN UNDER ERISA) OR EXCUSE THE BREACH OF ANY FIDUCIARY DUTY DUTY, LEGALLY OWED TO CLIENT.

Limitations of Liability and Indemnification. CLIENT SHOULD NOTE THAT FEDERAL AND STATE LAWS IMPOSE LIABILITY UNDER CERTAIN CIRCUMSTANCES FOR PERSONS ACTING IN GOOD FAITH AND WITHOUT REGARD TO ANY ALLEGATION OF NEGLIGENCE OR WILLFUL MALFEASANCE. UNDER FEDERAL SECURITIES LAWS, CHELSEA COMPASS FINANCIAL OWES ITS CLIENTS A FIDUCIARY DUTY, WHICH REQUIRES CHELSEA COMPASS FINANCIAL TO DEAL FAIRLY AND TO ACT IN THE BEST INTEREST OF ITS CLIENTS. THIS DUTY IMPOSES ON CHELSEACOMPASS FINANCIAL, THE OBLIGATION TO RENDER DISINTERESTED AND IMPARTIAL ADVICE, TO MAKE SUITABLE RECOMMENDATIONS TO CLIENTS IN LIGHT OF THEIR NEEDS, FINANCIAL CIRCUMSTANCES, CIRCUMSTANCES AND INVESTMENT OBJECTIVES; TO EXERCISE A HIGH DEGREE OF CARE TO ENSURE THAT ADEQUATE AND ACCURATE REPRESENTATIONS AND OTHER INFORMATION ABOUT SECURITIES ARE PRESENTED TO CLIENTS, AND TO HAVE AN ADEQUATE BASIS IN FACT FOR ITS RECOMMENDATIONS, REPRESENTATIONS, REPRESENTATIONS AND PROJECTIONS. NOTHING IN THIS AGREEMENT, EXPRESSED OR IMPLIED, SHALL IN ANY WAY CONSTITUTE A WAIVER OR LIMITATION OF ANY RIGHTS THAT CLIENT MAY HAVE UNDER FEDERAL OR STATE SECURITIES LAWS (OR ERISA, IF CLIENT IS A QUALIFIED PLAN UNDER ERISA) OR EXCUSE THE BREACH OF ANY FIDUCIARY DUTY LEGALLY OWED TO CLIENT.

Limitations of Liability and Indemnification. CLIENT SHOULD NOTE YOU AGREE THAT FEDERAL AND STATE LAWS IMPOSE LIABILITY UNDER CERTAIN CIRCUMSTANCES FOR PERSONS ACTING IN GOOD FAITH AND WITHOUT REGARD TO ANY ALLEGATION OF NEGLIGENCE OR WILLFUL MALFEASANCE. UNDER FEDERAL SECURITIES LAWSPATH-NOW, CHELSEA OWES ITS CLIENTS A FIDUCIARY DUTYSUBSIDIARIES, WHICH REQUIRES CHELSEA TO DEAL FAIRLY AND ACT IN THE BEST INTEREST OF ITS CLIENTS. THIS DUTY IMPOSES ON CHELSEAAFFILIATES, THE OBLIGATION TO RENDER DISINTERESTED AND IMPARTIAL ADVICELICENSORS, TO MAKE SUITABLE RECOMMENDATIONS TO CLIENTS IN LIGHT OF THEIR NEEDSLICENSEES, FINANCIAL CIRCUMSTANCESSERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND INVESTMENT OBJECTIVES; TO EXERCISE A HIGH DEGREE DIRECTORS WILL NOT BE LIABLE FOR ANY INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING LOSS OF CARE TO ENSURE THAT ADEQUATE REVENUE OR INCOME, PAIN AND ACCURATE REPRESENTATIONS SUFFERING, EMOTIONAL DISTRESS, OR SIMILAR DAMAGES, EVEN IF PATH-NOW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, SUCH DAMAGES WERE REASONABLY FORESEEABLE OR PATH-NOW WAS GROSSLY NEGLIGENT. IN NO EVENT WILL THE COLLECTIVE LIABILITY OF PATH-NOW AND OTHER INFORMATION ABOUT SECURITIES ARE PRESENTED TO CLIENTSITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, REGARDLESS OF THE FORM OF ACTION (WHETHER IN CONTRACT, TORT, OR OTHERWISE), EXCEED THE FEES PAID BY CLIENT TO HAVE AN ADEQUATE BASIS IN FACT PATH-NOW FOR THE APPLICABLE SERVICE OUT OF WHICH SUCH LIABILITY AROSE. YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS PATH-NOW, ITS RECOMMENDATIONSOFFICERS, REPRESENTATIONSEMPLOYEES, AGENTS, AFFILIATES, LICENSEES AND PROJECTIONS. NOTHING WEB HOSTING SERVICES AND THIRD PARTIES FOR ANY LOSSES, COSTS, LIABILITIES AND EXPENSES (INCLUDING BUT NOT LIMITED TO COURT COSTS, LEGAL FEES, AWARDS OR SETTLEMENTS) RELATING TO OR ARISING OUT OF YOUR USE OF THE SITES, INCLUDING ANY BREACH BY YOU OF THE TERMS CONTAINED IN THIS AGREEMENT, EXPRESSED OR IMPLIED, SHALL IN ANY WAY CONSTITUTE A WAIVER OR LIMITATION OF ANY RIGHTS THAT CLIENT MAY HAVE UNDER FEDERAL OR STATE SECURITIES LAWS (OR ERISA, IF CLIENT IS A QUALIFIED PLAN UNDER ERISA) OR EXCUSE THE BREACH OF ANY FIDUCIARY DUTY LEGALLY OWED TO CLIENT.

Limitations of Liability and Indemnification. CLIENT SHOULD NOTE USE OF TRACK PRODUCTS IS AT SUBSCRIBER’S SOLE RISK. EQUIPMENTSHARE EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR SUBSCRIBER’S USE OF TRACK PRODUCTS OR FOR ANY LOSS, DAMAGE, OR INJURY TO SUBSCRIBER OR THIRD PARTIES THAT FEDERAL MAY RESULT FROM SUBSCRIBER’S USE OF TRACK PRODUCTS, SUBSCRIBER’S INABILITY TO ACCESS TRACK DUE TO TECHNICAL OR OTHER REASONS, OR THE TERMINATION OR SUSPENSION OF SUBSCRIBER’S ABILITY TO USE OR ACCESS TRACK INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, AND/OR CONSEQUENTIAL DAMAGES, LOSS OF BUSINESS OR PROFITS, REGARDLESS OF LEGAL THEORY, EVEN IF SUBSCRIBER HAS DIRECTLY ADVISED EQUIPMENTSHARE OF THE POSSIBILITY OF SUCH LOSSES, DAMAGES, OR INJURIES. SOME STATES AND STATE LAWS IMPOSE LIABILITY UNDER CERTAIN CIRCUMSTANCES FOR PERSONS ACTING IN GOOD FAITH AND WITHOUT REGARD TO ANY ALLEGATION OF NEGLIGENCE OR WILLFUL MALFEASANCE. UNDER FEDERAL SECURITIES LAWS, CHELSEA OWES ITS CLIENTS A FIDUCIARY DUTY, WHICH REQUIRES CHELSEA TO DEAL FAIRLY AND ACT IN JURISDICTIONS DO NOT ALLOW THE BEST INTEREST OF ITS CLIENTS. THIS DUTY IMPOSES ON CHELSEA, THE OBLIGATION TO RENDER DISINTERESTED AND IMPARTIAL ADVICE, TO MAKE SUITABLE RECOMMENDATIONS TO CLIENTS IN LIGHT OF THEIR NEEDS, FINANCIAL CIRCUMSTANCES, AND INVESTMENT OBJECTIVES; TO EXERCISE A HIGH DEGREE OF CARE TO ENSURE THAT ADEQUATE AND ACCURATE REPRESENTATIONS AND OTHER INFORMATION ABOUT SECURITIES ARE PRESENTED TO CLIENTS, AND TO HAVE AN ADEQUATE BASIS IN FACT FOR ITS RECOMMENDATIONS, REPRESENTATIONS, AND PROJECTIONS. NOTHING IN THIS AGREEMENT, EXPRESSED OR IMPLIED, SHALL IN ANY WAY CONSTITUTE A WAIVER EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. TO THE GREATEST EXTENT PERMITTED BY LAW, SUBSCRIBER WILL INDEMNIFY, DEFEND AND HOLD HARMLESS EQUIPMENTSHARE AND ITS AFFILIATES, DIRECTORS, EMPLOYEES, INVESTORS, AND ASSIGNS (THE “INDEMNITEES”) FROM ALL CLAIMS, DEMANDS, LOSSES, COSTS, DAMAGES, LIABILITIES, SETTLEMENTS, JUDGMENTS, AWARDS, CAUSES OF ACTIONS, FINES, OR PENALTIES (INCLUDING WITHOUT LIMITATION, EXPERT AND ATTORNEYS’ FEES) DIRECTLY OR INDIRECTLY ARISING OUT OF SUBSCRIBER’S TRACK SUBSCRIPTION(S). THIS PROVISION SHALL SURVIVE COMPLETION OF ANY RIGHTS THAT CLIENT MAY HAVE UNDER FEDERAL SUBSCRIPTION TERM AND SHALL CONTINUE IN EFFECT NOTWITHSTANDING THE TERMINATION OR STATE SECURITIES LAWS (OR ERISA, IF CLIENT IS A QUALIFIED PLAN UNDER ERISA) OR EXCUSE THE BREACH OF ANY FIDUCIARY DUTY LEGALLY OWED TO CLIENTAGREEMENTS BETWEEN OR AMONG INDEMNITEES AND SUBSCRIBER.

Limitations of Liability and Indemnification. CLIENT SHOULD NOTE THAT FEDERAL AND STATE LAWS IMPOSE LIABILITY UNDER CERTAIN CIRCUMSTANCES FOR PERSONS ACTING IN GOOD FAITH AND WITHOUT REGARD TO ANY ALLEGATION OF NEGLIGENCE OR WILLFUL MALFEASANCE. UNDER FEDERAL SECURITIES LAWSTSSB RULES AND REGULATIONS, CHELSEA GBM WEALTH MANAGEMENT OWES ITS CLIENTS A FIDUCIARY DUTY, WHICH REQUIRES CHELSEA GBM WEALTH MANAGEMENT TO DEAL FAIRLY AND ACT IN THE BEST INTEREST OF ITS CLIENTS. THIS DUTY IMPOSES ON CHELSEATHE SPONSOR, THE OBLIGATION TO RENDER DISINTERESTED AND IMPARTIAL ADVICE, TO MAKE SUITABLE RECOMMENDATIONS TO CLIENTS IN LIGHT OF THEIR NEEDS, FINANCIAL CIRCUMSTANCES, CIRCUMSTANCES AND INVESTMENT OBJECTIVES; TO EXERCISE A HIGH DEGREE OF CARE TO ENSURE THAT ADEQUATE AND ACCURATE REPRESENTATIONS AND OTHER INFORMATION ABOUT SECURITIES ARE PRESENTED TO CLIENTS, AND TO HAVE AN ADEQUATE BASIS IN FACT FOR ITS RECOMMENDATIONS, REPRESENTATIONS, REPRESENTATIONS AND PROJECTIONS. NOTHING IN THIS AGREEMENT, EXPRESSED OR IMPLIED, SHALL IN ANY WAY CONSTITUTE A WAIVER OR LIMITATION OF ANY RIGHTS THAT CLIENT MAY HAVE UNDER FEDERAL OR STATE SECURITIES LAWS (OR ERISA, IF CLIENT IS A QUALIFIED PLAN UNDER ERISA) OR EXCUSE THE BREACH OF ANY FIDUCIARY DUTY DUTY, LEGALLY OWED TO CLIENT.