EXCLUSIONS OF AND LIMITATIONS ON LIABILITY Clause Samples

The "Exclusions of and Limitations on Liability" clause defines the extent to which each party is responsible for damages or losses arising from the agreement. Typically, this clause specifies certain types of damages—such as indirect, consequential, or punitive damages—that are excluded from liability, and it often sets a maximum cap on the total amount one party may be required to pay the other. By clearly outlining these boundaries, the clause helps manage risk and provides predictability for both parties, ensuring that neither side faces unlimited financial exposure due to unforeseen events or claims.
EXCLUSIONS OF AND LIMITATIONS ON LIABILITY. 7.1 Nothing in this Agreement excludes Sage’s liability for: 7.1.1 death or personal injury caused by Sage’s negligence; 7.1.2 fraud or fraudulent misrepresentation; and/or 7.1.3 any other matter Sage cannot limit or exclude by applicable law. 7.2 You acknowledge that the provision of the Service is inherently complex and may not be free from errors and that you have been advised to verify the work produced by the Service. Subject to clause 8.1 neither Sage nor its suppliers, or third-party providers shall be liable to you whether in tort, (including negligence or breach of statutory duty), delict, contract, misrepresentation, restitution or otherwise (even if Sage knew or should have known there was a possibility you could suffer or incur such loss or damage) for: 7.2.1 any special, indirect, incidental, consequential or punitive damages resulting from any defect in the Subscription; 7.2.2 any loss of profits, loss of business, loss of chargeable time, loss of anticipated savings, depletion of goodwill or similar losses however caused; 7.2.3 loss of use or loss of or damage to data/information inputted by you into the Service. 7.3 SUBJECT TO CLAUSES 8.1 AND 8.2 IN NO EVENT SHALL SAGE’S LIABILITY TO YOU ARISING OUT OF OR IN CONNECTION WITH THE SERVICE, YOUR SUBSCRIPTION OR THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED THE SUBSCRIPTION FEES ACTUALLY PAID BY YOU IN THE TWELVE (12) MONTHS PRECEDING YOUR CLAIM, OR ANY SHORTER PERIOD IF THIS AGREEMENT TERMINATES FOR ANY REASON PRIOR TO THE END OF YOUR FIRST SUBSCRIPTION PERIOD. 7.4 You acknowledge and agree that this Agreement allocates risk between you and Sage as authorized by applicable law and that the Subscription pricing reflects this allocation of risk and the exclusions and limitations of liability contained in this Agreement. If any remedy hereunder is determined to have failed of its essential purpose, all other limitations of liability and exclusion of damages set out in this Agreement shall remain in full force and effect. 7.5 You acknowledge that unless you and Sage agree in writing for Sage to provide any professional services directly to you in connection with your Subscription, you are responsible for engaging a qualified third party to provide any professional services for you on terms you negotiate. You also acknowledge that you are responsible for independently investigating the skills and qualifications of such third party to ensure that they provide you with the level of sk...
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EXCLUSIONS OF AND LIMITATIONS ON LIABILITY. 8.1. Nothing in this Agreement excludes ZAP’s liability for: 8. 1.1. death or personal injury caused by ▇▇▇’s negligence; 8. 1.2. fraud or fraudulent misrepresentation;
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EXCLUSIONS OF AND LIMITATIONS ON LIABILITY. Notwithstanding any other provision of this Agreement, neither party shall, in respect of any Claim for breach of contract, be liable to the other party for any loss of profit (whether direct or indirect), loss or revenue, loss of opportunity or any form of indirect, consequential, expectation or special losses or damages of any kind or nature. To the fullest extent permitted by law, the total aggregate liability of ParamCo under or in relation to this Agreement or in any way related to the Services, however caused, and whether arising under contract, tort (including negligence) or otherwise, is limited to the Fee. 9.1 Either party may terminate this Agreement for any reason on 14 days' written notice. 9.2 Either party (the first party) may terminate this Agreement immediately if: (a) the other party (the second party) breaches this Agreement and fails to remedy such breach within 14 days of being notified by the first party; (b) the second party is unable to pay its debts as and when they fall due; (c) the second party enters into a scheme of arrangement or composition with its creditors; or (d) the second party is placed under management or administration or a receiver is appointed, or a winding up order is made in respect of the second party.
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EXCLUSIONS OF AND LIMITATIONS ON LIABILITY. 14.1. You acknowledge that we merely seek to assist and facilitate the sale transaction between you and the Vendor, and accordingly, we are not a party to, and have no obligations under or in relation to, any agreement that is formed between you and the Vendor for the sale and purchase of any product and/or service that you purchase on the Platform. 14.2. You acknowledge and undertake that you are accessing the services on the Platform and transacting at your own risk and are using your best and prudent judgment before entering into any transactions through the Platform. You further acknowledge and undertake that you will use the Platform to order products, goods, or services for business purposes. We shall neither be liable nor responsible for any actions or inactions of Vendors nor any breach of conditions, representations or warranties by the Vendors or manufacturers of the products goods, or services and hereby expressly disclaim and any all responsibility and liability in that regard. 14.3. We further expressly disclaim any warranties or representations (express or implied) in respect of quality, suitability, accuracy, reliability, completeness, timeliness, performance, safety, merchantability, fitness for a particular purpose, or legality of the products listed or displayed or transacted or the content (including product, goods, experiences, or services or pricing information and/or specifications) on the Platform. While we have taken precautions to avoid inaccuracies in content, this website, all content, information (including the price of products, goods, or services), software, products, goods, services and related graphics are provided as is, without warranty of any kind. We do not implicitly or explicitly support or endorse the sale or purchase of any products, goods, or services on the website. At no time shall any right, title or interest in the products, goods and services sold through or displayed on the website vest with Market for Good nor shall we have any obligations or liabilities in respect of any transactions on the Platform. 14.4. You shall indemnify, defend and hold harmless us and our respective officers, directors, agents and employees, from any and all third-party claims, costs, actions, suits or demand, and all related losses, damages, liabilities, judgements, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorney's fees) (each, a "Claim") arising out of any third party claim, actio...
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Related to EXCLUSIONS OF AND LIMITATIONS ON LIABILITY

  • Exclusions and Limitations of Liability TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, (a) NONE OF THE 8x8 PARTIES SHALL BE LIABLE UNDER THE AGREEMENT FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY, OR COVER DAMAGES; LOSS OF PROFITS, REVENUES, OR GOODWILL; OR LOSS OR INTERRUPTION OF BUSINESS, WHETHER FROM BREACH OR REPUDIATION OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY, OR OTHERWISE AND (b) THE MAXIMUM LIABILITY OF THE 8x8 PARTIES UNDER THE AGREEMENT, WHETHER ARISING FROM A THEORY OR CLAIM OF BREACH OR REPUDIATION OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, TORT, STATUTORY DUTY, OR OTHERWISE, SHALL IN NO CASE EXCEED THE TOTAL AMOUNT OF SERVICE FEES PAYABLE UNDER THE AGREEMENT FOR THE TWELVE- (12-) MONTH PERIOD PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING EXCLUSION AND LIMITATION SHALL APPLY REGARDLESS OF WHETHER EITHER PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, AND ON A CUMULATIVE (RATHER THAN PER-INCIDENT) BASIS. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE PRICING AND OTHER TERMS UNDER THE AGREEMENT ARE BASED ON THE FOREGOING EXCLUSION AND LIMITATION.

  • Limitations on Liability The Owner Trustee will not be liable under the Transaction Documents, including for the following actions, except (a) for its own willful misconduct, bad faith or negligence (except for errors in judgment) or (b) if a representation or warranty in Section 6.6 is not true and correct as of the Closing Date: (i) the Owner Trustee will not be liable for any action taken or not taken by it (A) according to the instructions of the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) the Owner Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder of the Residual Interest; (iii) the Owner Trustee will not be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6); (iv) the Owner Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) the Owner Trustee will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee has been advised of the likelihood of the loss or damage and regardless of the form of action; or (vi) the Owner Trustee will not be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

  • Disclaimers and Limitations of Liability THE SERVICES AND INFORMATION PROVIDED BY RDLB ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND TO SUBSCRIBER OR ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE, ACCURACY OF INFORMATIONAL CONTENT, AND NON- INFRINGEMENT. RDLB, INC. SHALL NOT BE LIABLE TO SUBSCRIBER OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, INTERRUPTION OF BUSINESS, OR ANY DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND THAT MAY RESULT FROM THE USE OF ITS REPORTS OR THE RDLB WEB SITE BY SUBSCRIBER OR ANY THIRD PARTY, WHETHER UNDER THIS AGREEMENT OR OTHERWISE, EVEN IF RDLB, INC. WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR WAS GROSSLY NEGLIGENT. RDLB, INC. HAS MADE ALL REASONABLE EFFORTS TO INSURE THE ACCURACY OF THE DATA ON WHICH THE FORECASTS AND PROJECTIONS CONTAINED IN ITS REPORTS HAVE BEEN BASED BUT CANNOT AND DOES NOT GUARANTEE THE ACCURACY OF SUCH UNDERLYING DATA OR STATISTICS. RDLB, INC. FURTHER ASSUMES NO RESPONSIBILITY OR LIABILITY OF ANY KIND TO SUBSCRIBER OR ANY THIRD PARTY DUE TO ANY LOSS OR DAMAGE THAT SUBSCRIBER OR ANY THIRD PARTY MAY INCUR IN THE EVENT OF ANY FAILURE OR INTERRUPTION OF THE RDLB WEB SITE OR THE TIMELY DELIVERY OF ITS REPORTS TO SUBSCRIBER, OR DUE TO ANY OTHER CAUSE RELATING TO SUBSCRIBER’S ACCESS TO, INABILITY TO ACCESS OR USE THE RDLB WEB SITE OR THE REPORTS SUBSCRIBED TO HEREUNDER, WHETHER OR NOT THE CIRCUMSTANCES GIVING RISE TO SUCH CAUSE MAY HAVE BEEN WITHIN THE CONTROL OF RDLB, INC. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, AND, AS SUCH, SOME PORTION OF THE ABOVE LIMITATION MAY NOT APPLY TO SUBSCRIBER. IN SUCH JURISDICTIONS, RDLB’S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

  • Exclusions of liability 11.1 In respect of Limited Liability, we will not be liable for loss of or damage to your goods as a result of fire or explosion howsoever that fire or explosion was caused, war, invasion, acts of foreign enemies, hostilities (whether war is declared or not), civil war, terrorism, rebellion and/or military coup, Act of God, industrial action or other such events outside our reasonable control unless we have been negligent or in breach of contract. 11.2 In respect of Standard Liability and Limited Liability, other than as a result of our negligence or breach of contract we will not be liable for any loss of, damage to, or failure to produce the following goods :- 11.2.1 Bonds, Securities, Stamps of all kinds, Manuscripts or other Documents or Electronically held Data Records, Mobile Telephones 11.2.2 Plants or goods likely to encourage vermin or other pests or to cause infestation or contamination. 11.2.3 Perishable items and/or those requiring a controlled environment. 11.2.4 Furs exceeding £100 in value, Jewellery, Watches, Precious Stones and Metals, Money, Coins, Deeds. 11.2.5 Any animals, birds or fish. 11.2.6 Loss of structural integrity of furniture constructed of particle board resulting from crumbling of the board. 11.3 In respect of Standard Liability and Limited Liability, other than as a result of our negligence or breach of contract we will not be liable for any loss of, damage to, or failure to produce the goods if caused by any of the following circumstances:- 11.3.1 Loss or damage arising from ionising radiations or radioactive contamination 11.3.2 Loss or damage arising from Chemical, Biological, Bio-chemical, Electromagnetic Weapons and Cyber Attack 11.3.3 Indirect or consequential loss of any kind or description 11.3.4 By normal wear and tear, natural or gradual deterioration, leakage or evaporation or from perishable or unstable goods. This includes goods left within furniture or appliances. 11.3.5 By vermin, moth, insects and similar infestation, damp, mould, mildew or rust 11.3.6 By cleaning, repairing or restoring unless we arranged for the work to be carried out. 11.3.7 By change to atmospheric or climatic conditions. 11.3.8 For any goods in wardrobes, drawers or appliances, or in a package, bundle, carton, case or other container not both packed and unpacked by us. 11.3.9 Loss of or damage to china, glassware and fragile items unless they have been both professionally packed and unpacked by us or our Subcontractor. In the event of an accident involving an owner packed container where damage would have occurred irrespective of the quality of the packing, then our liability is limited to £40 or its actual value whichever is less. 11.

  • Indemnification and Limitation on Liability 1. Seller agrees to indemnify and hold harmless JPMS and its directors, officers, employees and affiliates from and against all claims, losses, damages and liabilities (including without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising out of or attributable to JPMS’s actions taken or not taken in compliance with this Sales Plan or arising out of or attributable to any breach by Seller of this Sales Plan (including Seller’s representations and warranties hereunder) or any violation by Seller of applicable laws or regulations. This indemnification shall survive termination of this Sales Plan. Notwithstanding the foregoing, Seller shall have no indemnification obligation to the extent any claims, losses, damages or liabilities are due to the gross negligence, recklessness or willful misconduct of JPMS or any other indemnified person. 2. Notwithstanding any other provision hereof, JPMS shall not be liable to Seller for: (a) special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen; or (b) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”.