To the extent permitted by law, we shall not be liable for any Losses by or with respect to the Account, except to the extent that such Losses are
actual Losses proven with reasonable certainty, are not speculative, are proven to have been fairly within the contemplation
of the parties as
of the date hereof, and are determined by a court
of competent jurisdiction or an arbitration panel in a final non-appealable judgment or order to have
resulted solely from our gross negligence or willful misconduct and without limiting the generality
of the foregoing, we will not be liable for any indirect, special, incidental or consequential damages or other losses (
regardless of whether such damages or other losses were reasonably foreseeable).