Common use of Indemnification and Limitation on Liability Clause in Contracts

Indemnification and Limitation on Liability. 7.1. The Services are provided on an “AS IS” and “AS AVAILABLE” basis. Customer is solely responsible for any and all acts or omissions taken or made in reliance on the Services. To the fullest extent permitted by law, ▇▇▇▇▇▇, its officers, directors, employees, and agents disclaim all warranties, explicit or implied, in connection with the Services and Customer’s use thereof including without limitation implied warranties of merchantability, title, fitness for a particular purpose or non-infringement, usefulness, authority, accuracy, completeness, and timeliness. 7.2. WITHOUT DEROGATING FROM THE FOREGOING, CUSTOMER ▇▇▇▇▇▇ AGREES AND ACKNOWLEDGES THAT ▇▇▇▇▇▇ IS NOT IN ANY WAY OBLIGATED TO TAKE ANY SPECIFIC ACTION IN RESPONSE TO CALLS RECEIVED AT THE MCC, NOR OBLIGATED TO PROVIDE PRIOR WARNING OF ANY EMERGENCY SITUATION AT ANY LOCATION. IN ADDITION, CUSTOMER AGREES AND ACKNOWLEDGES THAT ▇▇▇▇▇▇ IS NOT AN INSURANCE COMPANY AND THESE TERMS DOES NOT CREATE ANY ‘INSURANCE LIKE’ LIABILITY ON MAGNUS. 7.3. NOTHWITHSTADING, IN NO EVENT WILL MAGNUS, ITS DIRECTORS, OFFICERS, AGENTS, CONTRACTORS, PARTNERS, LICENSORS, CONSULTANTS AND/OR EMPLOYEES, BE LIABLE TO CUSTOMER OR ANY THIRD PERSON FOR ANY TYPE OF DAMAGE, LOSS, LIABILITY, CLAIM, DEMANF, COSTS AND/OR EXPENCES WHATSOEVER INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING ANY LOST PROFITS OR LOST DATA ARISING FROM THESE TERMS, THE SERVICES, ACT OR OMISSION, AND/OR ANY ORDER, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ▇▇▇▇▇▇ HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. WITHOUT DEROGATING FROM THE AFOREMENTIONED, IN ANY EVENT (I) ▇▇▇▇▇▇’S MAXIMUM LIABILITY IN ALL CASES AND FROM ALL CAUSES OF ACTION SHALL BE LIMITED TO THE AMOUNTS ACTUALLY PAID BY CUSTOMER TO MAGNUS HEREUNDER DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT; AND (II) MAGNUS SHALL NOT BE LIABLE FOR ANY DAMAGE, LOSS, LIABILITY AND/OR EXPENSE COVERED UNDER ANY PERSONNEL INSURANCE. 7.4. Customer agrees to indemnify and hold ▇▇▇▇▇▇, and each of its directors, officers, agents, contractors, partners, licensors and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney’s fees, arising out of or in connection with any third party claim brought against ▇▇▇▇▇▇ or anyone on its behalf in connection with the following: (a) Customers’ breach of these Terms; (b) Customers’ violation of applicable law and/or of any third party rights, including without limitation any copyright, property, or privacy right; and (c) Customer’s actions or the actions of any of such representative of Customer. 7.5. To this extent, ▇▇▇▇▇▇ is and shall be subrogated to any and all rights of recovery against any party (including under any personnel insurance), even if Customer was not made whole. Customer agrees to sign any documents reasonably requested by ▇▇▇▇▇▇ in order to evidence such subrogation rights and ▇▇▇▇▇▇ is and shall be entitled to enforce any and all rights of Customer directly against any such third party (including the insurance company of Customer). Customer hereby agrees that all costs and expenses incurred by ▇▇▇▇▇▇ in performing the Services are irrevocably deemed reasonable.

Indemnification and Limitation on Liability. 7.1LICENSEE ASSUMES THE ENTIRE RISK OF USING THE LICENSED WORKS AND SUPPORT SERVICES. The Services are provided on an “AS IS” and “AS AVAILABLE” basisLICENSEE IS SOLELY RESPONSIBLE FOR ANY INJURIES, EXPENSES, AND/OR DAMAGES INCURRED ARISING OUT OF ITS USE OF THE LICENSED WORKS OR SUPPORT SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY LIABILITY FOR CLAIMS OF PERSONAL INJURY, NEGLIGENCE, BREACH OF CONTRACT, OR INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS. Customer is solely responsible for any and all acts or omissions taken or made in reliance on the ServicesANY LIABILITY OF LICENSOR FOR A MATERIALLY DEFECTIVE COPY OF THE LICENSED WORKS WILL BE LIMITED EXCLUSIVELY TO REPLACEMENT OR REPAIR OF THE LICENSED WORKS WITHIN A COMMERCIALLY REASONABLE TIME FOLLOWING LICENSOR BEING NOTIFIED OF SUCH DEFECT(S). To the fullest extent permitted by law, ▇▇▇▇▇▇, its officers, directors, employees, and agents disclaim all warranties, explicit or implied, in connection with the Services and Customer’s use thereof including without limitation implied warranties of merchantability, title, fitness for a particular purpose or non-infringement, usefulness, authority, accuracy, completeness, and timeliness. 7.2. WITHOUT DEROGATING FROM THE FOREGOING, CUSTOMER ▇▇▇▇▇▇ AGREES AND ACKNOWLEDGES THAT ▇▇▇▇▇▇ IS NOT IN ANY WAY OBLIGATED TO TAKE ANY SPECIFIC ACTION IN RESPONSE TO CALLS RECEIVED AT THE MCC, NOR OBLIGATED TO PROVIDE PRIOR WARNING OF ANY EMERGENCY SITUATION AT ANY LOCATION. IN ADDITION, CUSTOMER AGREES AND ACKNOWLEDGES THAT ▇▇▇▇▇▇ IS NOT AN INSURANCE COMPANY AND THESE TERMS DOES NOT CREATE ANY ‘INSURANCE LIKE’ LIABILITY ON MAGNUS. 7.3. NOTHWITHSTADING, IN NO EVENT WILL MAGNUS, ITS DIRECTORS, OFFICERS, AGENTS, CONTRACTORS, PARTNERS, LICENSORS, CONSULTANTS AND/OR EMPLOYEES, LICENSOR BE LIABLE TO CUSTOMER OR ANY THIRD PERSON LICENSEE FOR ANY TYPE OF DAMAGECONSEQUENTIAL, LOSS, LIABILITY, CLAIM, DEMANF, COSTS AND/INCIDENTAL OR EXPENCES WHATSOEVER INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVERSPECIAL DAMAGES, INCLUDING ANY LOST PROFITS OR LOST DATA ARISING FROM THESE TERMSSAVINGS, THE SERVICES, ACT OR OMISSION, AND/OR ANY ORDER, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ▇▇▇▇▇▇ EVEN IF A REPRESENTATIVE OF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF THESE SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. WITHOUT DEROGATING FROM THE AFOREMENTIONED, IN ANY EVENT (I) ▇▇▇▇▇▇’S MAXIMUM LIABILITY IN ALL CASES AND FROM ALL CAUSES OF ACTION SHALL BE LIMITED TO THE AMOUNTS ACTUALLY PAID BY CUSTOMER TO MAGNUS HEREUNDER DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT; AND (II) MAGNUS SHALL NOT BE LIABLE OR FOR ANY CLAIM BY ANY THIRD PARTY. LICENSEE SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS LICENSOR AND ANY OF ITS AFFILIATES, PARTNER, AND AGENTS AGAINST ANY LIABILITY, DAMAGE, LOSS, LIABILITY AND/OR EXPENSE COVERED UNDER (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPENSES OF LITIGATION) INCURRED BY OR IMPOSED UPON LICENSOR IN CONNECTION WITH ANY PERSONNEL INSURANCECLAIMS, SUITS, ACTIONS, DEMANDS, OR JUDGMENTS ARISING OUT OF LICENSEE’S IMPLEMENTATION, PRACTICE, AND USE OF THE LICENSED WORKS OR SUPPORT SERVICES. 7.4. Customer agrees to indemnify and hold ▇▇▇▇▇▇, and each of its directors, officers, agents, contractors, partners, licensors and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney’s fees, arising out of or in connection with any third party claim brought against ▇▇▇▇▇▇ or anyone on its behalf in connection with the following: (a) Customers’ breach of these Terms; (b) Customers’ violation of applicable law and/or of any third party rights, including without limitation any copyright, property, or privacy right; and (c) Customer’s actions or the actions of any of such representative of Customer. 7.5. To this extent, ▇▇▇▇▇▇ is and shall be subrogated to any and all rights of recovery against any party (including under any personnel insurance), even if Customer was not made whole. Customer agrees to sign any documents reasonably requested by ▇▇▇▇▇▇ in order to evidence such subrogation rights and ▇▇▇▇▇▇ is and shall be entitled to enforce any and all rights of Customer directly against any such third party (including the insurance company of Customer). Customer hereby agrees that all costs and expenses incurred by ▇▇▇▇▇▇ in performing the Services are irrevocably deemed reasonable.

Indemnification and Limitation on Liability. 7.1. The Services are provided on an “AS IS” and “AS AVAILABLE” basis. Customer is solely responsible for any and all acts or omissions taken or made in reliance on the Services. To the fullest extent permitted by law, ▇▇▇▇▇▇, its officers, directors, employees, and agents disclaim all warranties, explicit or implied, in connection with the Services and Customer’s use thereof including without limitation implied warranties of merchantability, title, fitness for a particular purpose or non-infringement, usefulness, authority, accuracy, completeness, and timeliness. 7.2. WITHOUT DEROGATING FROM THE FOREGOING, CUSTOMER ▇▇▇▇▇▇ AGREES AND ACKNOWLEDGES THAT ▇▇▇▇▇▇ IS NOT IN ANY WAY OBLIGATED TO TAKE ANY SPECIFIC ACTION IN RESPONSE TO CALLS RECEIVED AT THE MCC, NOR OBLIGATED TO PROVIDE PRIOR WARNING OF ANY EMERGENCY SITUATION AT ANY LOCATION. IN ADDITION, CUSTOMER AGREES AND ACKNOWLEDGES THAT ▇▇▇▇▇▇ MAGNUS IS NOT AN INSURANCE COMPANY AND THESE TERMS DOES NOT CREATE ANY ‘INSURANCE LIKE’ LIABILITY ON MAGNUS. 7.3. NOTHWITHSTADING, IN NO EVENT WILL MAGNUS, ITS DIRECTORS, OFFICERS, AGENTS, CONTRACTORS, PARTNERS, LICENSORS, CONSULTANTS AND/OR EMPLOYEES, BE LIABLE TO CUSTOMER OR ANY THIRD PERSON FOR ANY TYPE OF DAMAGE, LOSS, LIABILITY, CLAIM, DEMANF, COSTS AND/OR EXPENCES WHATSOEVER INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING ANY LOST PROFITS OR LOST DATA ARISING FROM THESE TERMS, THE SERVICES, ACT OR OMISSION, AND/OR ANY ORDER, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ▇▇▇▇▇▇ HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. WITHOUT DEROGATING FROM THE AFOREMENTIONED, IN ANY EVENT (I) ▇▇▇▇▇▇’S MAXIMUM LIABILITY IN ALL CASES AND FROM ALL CAUSES OF ACTION SHALL BE LIMITED TO THE AMOUNTS ACTUALLY PAID BY CUSTOMER TO MAGNUS HEREUNDER DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT; AND (II) MAGNUS SHALL NOT BE LIABLE FOR ANY DAMAGE, LOSS, LIABILITY AND/OR EXPENSE COVERED UNDER ANY PERSONNEL INSURANCE. 7.4. Customer agrees to indemnify and hold ▇▇▇▇▇▇, and each of its directors, officers, agents, contractors, partners, licensors and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney’s fees, arising out of or in connection with any third party claim brought against ▇▇▇▇▇▇ or anyone on its behalf in connection with the following: (a) Customers’ breach of these Terms; (b) Customers’ violation of applicable law and/or of any third party rights, including without limitation any copyright, property, or privacy right; and (c) Customer’s actions or the actions of any of such representative of Customer. 7.5. To this extent, ▇▇▇▇▇▇ is and shall be subrogated to any and all rights of recovery against any party (including under any personnel insurance), even if Customer was not made whole. Customer agrees to sign any documents reasonably requested by ▇▇▇▇▇▇ in order to evidence such subrogation rights and ▇▇▇▇▇▇ is and shall be entitled to enforce any and all rights of Customer directly against any such third party (including the insurance company of Customer). Customer hereby agrees that all costs and expenses incurred by ▇▇▇▇▇▇ in performing the Services are irrevocably deemed reasonable.

Indemnification and Limitation on Liability. 7.1THE CITY, AND ANY OFFICER, OFFICIAL, EMPLOYEE, AGENT OR BOARD MEMBER THEREOF SHALL NOT BE LIABLE FOR ANY INJURY TO PERSONS (INCLUDING DEATH) OR PROPERTY OCCASIONED BY REASON OF THE ACTS OR OMISSIONS OF DEVELOPER, ITS AGENTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS IN THE PERFORMANCE OF THIS AGREEMENT OR CONSTRUCTION OF, OR IMPROVEMENTS ON THE PREMISES AS CONTEMPLATED UNDER THIS AGREEMENT. The Services are provided on an “DEVELOPER FURTHER AGREES TO PROTECT, DEFEND, INDEMNIFY AND HOLD HARMLESS THE CITY, AND ITS OFFICERS, OFFICIALS, BOARDS AND COMMISSIONS, AND MEMBERS THEREOF, AGENTS AND EMPLOYEES, CONTRACTORS AND SUBCONTRACTORS AGAINST THIRD PARTY CLAIMS IN THE PERFORMANCE OF THIS AGREEMENT OR CONSTRUCTION OF, OR IMPROVEMENTS ON THE PREMISES AS IS” and “AS AVAILABLE” basisCONTEMPLATED UNDER THIS AGREEMENT. Customer is solely responsible for any and all acts or omissions taken or made in reliance on the Services. To the fullest extent permitted by law, ▇▇▇▇▇▇, its officers, directors, employees, and agents disclaim all warranties, explicit or implied, in connection with the Services and Customer’s use thereof including without limitation implied warranties of merchantability, title, fitness for a particular purpose or non-infringement, usefulness, authority, accuracy, completeness, and timeliness. 7.2. WITHOUT DEROGATING FROM THE FOREGOING, CUSTOMER ▇▇▇▇▇▇ AGREES AND ACKNOWLEDGES THAT ▇▇▇▇▇▇ IS NOT IN ANY WAY OBLIGATED TO TAKE ANY SPECIFIC ACTION IN RESPONSE TO CALLS RECEIVED AT THE MCC, NOR OBLIGATED TO PROVIDE PRIOR WARNING OF ANY EMERGENCY SITUATION AT ANY LOCATION. IN ADDITION, CUSTOMER AGREES AND ACKNOWLEDGES THAT ▇▇▇▇▇▇ IS NOT AN INSURANCE COMPANY AND THESE TERMS DOES NOT CREATE ANY ‘INSURANCE LIKE’ LIABILITY ON MAGNUS. 7.3. NOTHWITHSTADING, IN NO EVENT WILL MAGNUS, ITS DIRECTORS, OFFICERS, AGENTS, CONTRACTORS, PARTNERS, LICENSORS, CONSULTANTS AND/OR EMPLOYEES, SHALL EITHER PARTY BE LIABLE TO CUSTOMER OR ANY THIRD PERSON THE OTHER, BASED ON CONTRACT, FOR ANY TYPE OF DAMAGE, LOSS, LIABILITY, CLAIM, DEMANF, COSTS AND/OR EXPENCES WHATSOEVER INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, PUNITIVE OR CONSEQUENTIAL EXEMPLARY DAMAGES WHATSOEVER, INCLUDING ANY LOST PROFITS OR LOST DATA ARISING FROM THESE TERMS, THE SERVICES, ACT OR OMISSION, AND/OR ANY ORDER, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY(EVEN IF SUCH DAMAGES ARE FORESEEABLE, AND WHETHER OR NOT ▇▇▇▇▇▇ SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THESE SUCH DAMAGES) (EXCLUDING REASONABLE ATTORNEY FEES AND COURT COSTS) ARISING FROM OR UNDER THIS AGREEMENT. THE FOREGOING LIMITATION AGGREGATE LIABILITY OF LIABILITY SHALL APPLY EITHER PARTY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. WITHOUT DEROGATING FROM THE AFOREMENTIONED, IN ANY EVENT (I) ▇▇▇▇▇▇’S MAXIMUM LIABILITY IN ALL CASES AND FROM ALL CAUSES OF ACTION OTHER UNDER THIS AGREEMENT SHALL BE LIMITED NOT EXCEED AN AMOUNT EQUAL TO THE AMOUNTS ACTUALLY PAID BY CUSTOMER TO MAGNUS HEREUNDER DURING THE TWELVE COST REIMBURSEMENT, EXCLUDING ANY MANAGEMENT FEE (12) MONTHS PRECEDING THE EVENT; EXCLUDING REASONABLE ATTORNEY FEES AND (II) MAGNUS SHALL NOT BE LIABLE FOR ANY DAMAGE, LOSS, LIABILITY AND/OR EXPENSE COVERED UNDER ANY PERSONNEL INSURANCECOURT COSTS). 7.4. Customer agrees to indemnify and hold ▇▇▇▇▇▇, and each of its directors, officers, agents, contractors, partners, licensors and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney’s fees, arising out of or in connection with any third party claim brought against ▇▇▇▇▇▇ or anyone on its behalf in connection with the following: (a) Customers’ breach of these Terms; (b) Customers’ violation of applicable law and/or of any third party rights, including without limitation any copyright, property, or privacy right; and (c) Customer’s actions or the actions of any of such representative of Customer. 7.5. To this extent, ▇▇▇▇▇▇ is and shall be subrogated to any and all rights of recovery against any party (including under any personnel insurance), even if Customer was not made whole. Customer agrees to sign any documents reasonably requested by ▇▇▇▇▇▇ in order to evidence such subrogation rights and ▇▇▇▇▇▇ is and shall be entitled to enforce any and all rights of Customer directly against any such third party (including the insurance company of Customer). Customer hereby agrees that all costs and expenses incurred by ▇▇▇▇▇▇ in performing the Services are irrevocably deemed reasonable.