Last updated: June 22, 2025
This Limitation of Liability & Indemnification section (“Provision”) sets forth the exclusive remedies and liability limits applicable to Abra Securities (“we,” “us,” “our”) and the obligations you (“Client,” “you,” “your”) assume when engaging our discretionary U.S. equities and options trading services or using our platforms. By placing orders, subscribing to services, or accessing our materials, you agree to the terms below in full.
1. Limitation of Liability
1.1 Caps on Direct Damages
- Unless otherwise prohibited by applicable law, our aggregate liability for all claims, losses, or damages arising from or related to our services, platform, or this Provision—whether in contract, tort (including negligence), or otherwise—shall not exceed the total fees actually paid by you to Abra Securities under the specific client agreement from which the claim arises during the three-month period immediately preceding the event giving rise to the claim.
1.2 Exclusion of Consequential & Indirect Damages
- To the fullest extent permitted by law, we shall not be liable for any consequential, indirect, incidental, special, punitive, exemplary, or lost-profit damages, including but not limited to:
- Loss of revenue, goodwill, business opportunities, or anticipated savings;
- Loss due to business interruption or downtime;
- Loss arising from market volatility or missed trading opportunities;
- Damages resulting from your reliance on any Content, data, or functionality of our platform;
- Any other indirect or unforeseeable losses.
1.3 No Liability for Certain Events
We expressly disclaim liability for damages or losses resulting from:
a. Force Majeure Events: Acts beyond our reasonable control, including natural disasters, war, terrorism, pandemics, strikes, civil unrest, government actions, or network outages.
b. Third-Party Actions: Failures or errors of exchanges, clearinghouses, counterparties, data vendors, telecommunications providers, cloud-hosting services, or other service providers.
c. Client Actions: Your negligence, willful misconduct, failure to comply with margin calls, incorrect instructions, or misuse of the platform (including sharing credentials).
d. Regulatory or Legal Changes: New laws, rules, or regulations affecting trading or settlement processes.
1.4 Survival of Limitations
- The provisions of this Limitation of Liability survive termination or expiration of any client agreement or relationship between you and Abra Securities.
2. Indemnification
2.1 Your Indemnification Obligations
You agree to defend, indemnify, and hold harmless Abra Securities and its officers, directors, employees, agents, affiliates, successors, and assigns (collectively, the “Indemnified Parties”) from and against any and all losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees and expenses) arising out of or related to:
a. Your Breach: Your breach of any representation, warranty, covenant, or obligation under your client agreement or these terms.
b. Unauthorized Use: Your negligent or willful misuse of our platforms, systems, or intellectual property.
c. Inaccurate Information: Any false, misleading, or incomplete information you provide to us, including KYC data, account details, or trading instructions.
d. Legal or Regulatory Claims: Claims brought by any third party due to your trading activities, non-compliance with applicable laws, or violation of exchange rules.
e. Tax or Reporting Liabilities: Any tax, withholding, reporting, or related penalties arising from your trades, positions, or account structure.
2.2 Indemnification Procedure
a. Notice: We will provide prompt written notice of any claim for which indemnity is sought.
b. Control of Defense: Except for claims involving personal injury or death, we may assume sole control of the defense and settlement of any claim at our expense, provided we notify you of our intent to do so.
c. Your Cooperation: You agree to cooperate fully in the defense of the claim and not to settle any claim without our prior written consent (which shall not be unreasonably withheld).
2.3 Exceptions to Indemnification
- You will not be required to indemnify an Indemnified Party for claims arising solely from our gross negligence, willful misconduct, or material breach of contract.
3. Exclusive Remedies
3.1 Primary Resource
- Your sole and exclusive remedies for any claim under or related to our services or this Provision are limited to the remedies expressly provided in your client agreement and this Limitation of Liability & Indemnification section.
3.2 Waiver of Other Remedies
- Except as expressly set forth herein, you waive any right to seek or recover any form of equitable relief (e.g., injunctive relief, specific performance), punitive damages, or remedies outside the scope of this Provision.
By using Abra Securities’ services, you confirm your understanding and acceptance of this Limitation of Liability & Indemnification section. If you do not agree with these terms, you should cease use of our platform and services immediately.
