Common use of Disclaimers Limitations of Liability and Indemnification Clause in Contracts

Disclaimers Limitations of Liability and Indemnification. a) MTC furnishes the Provided Data to Registered Data Disseminator on an “AS IS,” “AS AVAILABLE” and “WITH ALL FAULTS” basis. MTC makes no warranty of any kind for the Provided Data, express or implied, including but not limited to any warranties of merchantability or fitness for a particular purpose, nor shall the distribution of the Provided Data constitute any warranty. b) The Provided Data is collected from various sources and will change over time without notice. MTC assumes no responsibility or legal liability for the accuracy, completeness, reliability, timeliness, or usefulness of the Provided Data. Furthermore, although MTC reasonably believes that making the Provided Data available for Registered Data Disseminator inspection is not an infringement or other violation of any third party’s intellectual property rights, MTC makes no warranty or guarantee as to the ownership of any intellectual property or other property interest contained in the Provided Data. Provided Data availability, data definition and data accuracy are all subject to change. c) Registered Data Disseminator agrees to defend, indemnify, and hold MTC, the 511 Contractors, Data Suppliers, and their directors, commissioners, officers, and employees (“Indemnitees”) harmless from and against any and all liability and expense, including reasonable defense costs and legal fees, caused by any breach of this agreement, or negligent or wrongful act or omission of Registered Data Disseminator, its agents, officers, and employees, in its use, possession, or dissemination of the Provided Data, to the extent that such liability may be imposed upon the Indemnitees, including, but not limited to personal property damage, or injury to privacy or reputation. d) In no event shall the Indemnitees be liable for any damages, claim, or loss incurred by Registered Data Disseminator, (including, without limitation, compensatory, incidental, indirect, special, consequential, or exemplary damages, lost profits, lost sales or business, expenditures, investments, or commitments in connection with any business, or loss of any goodwill) resulting from loss of Provided Data or inability to use Provided Data irrespective of whether Indemnitees have been informed of, knew of, or should have known of the likelihood of such damages, claim, or loss. This limitation applies to all causes of action in the aggregate, including, without limitation, breach of contract, breach of warranty, negligence, strict liability, misrepresentation, and other torts.

Disclaimers Limitations of Liability and Indemnification. a) a. MTC furnishes the Provided Data to Registered Data Disseminator on an “AS IS,” “AS AVAILABLE” and “WITH ALL FAULTS” basis. MTC makes no warranty of any kind for the Provided Data, express or implied, including but not limited to any warranties of merchantability or fitness for a particular purpose, nor shall the distribution of the Provided Data constitute any warranty. b) b. The Provided Data is collected from various sources and will change over time without notice. MTC assumes no responsibility or legal liability for the accuracy, completeness, reliability, timeliness, or usefulness of the Provided Data. Furthermore, although MTC reasonably believes that making the Provided Data available for Registered Data Disseminator inspection is not an infringement or other violation of any third party’s intellectual property rights, MTC makes no warranty or guarantee as to the ownership of any intellectual property or other property interest contained in the Provided Data. Provided Data availability, data definition and data accuracy are all subject to change. c) c. Registered Data Disseminator agrees to defend, indemnify, and hold MTC, Caltrans, and CHP, the 511 Contractors, Data SuppliersContractor, and their commissioners, directors, commissioners, officers, and employees (“the Indemnitees”) harmless from and against any and all liability and expense, including reasonable defense costs and legal fees, caused by any breach of this agreement, or negligent or wrongful act or omission of Registered Data Disseminator, its agents, officers, and employees, in its use, possession, or dissemination of the Provided Data, to the extent that such liability may be imposed upon the Indemnitees, including, but not limited to personal property damage, or injury to privacy or reputation. d) d. In no event shall the Indemnitees be liable for any damages, claim, or loss incurred by Registered Data Disseminator, (including, without limitation, compensatory, incidental, indirect, special, consequential, or exemplary damages, lost profits, lost sales or business, expenditures, investments, or commitments in connection with any business, or loss of any goodwill) resulting from loss of Provided Data or inability to use Provided Data irrespective of whether Indemnitees have been informed of, knew of, or should have known of the likelihood of such damages, claim, or loss. This limitation applies to all causes of action in the aggregate, including, without limitation, breach of contract, breach of warranty, negligence, strict liability, misrepresentation, and other torts.