L imitation of Liability Sample Clauses
A Limitation of Liability clause sets a cap on the amount or types of damages one party can recover from the other in the event of a breach or other legal claim. Typically, this clause restricts liability to a specific monetary amount, such as the total fees paid under the contract, and may exclude certain types of damages like indirect or consequential losses. Its core function is to allocate and manage risk between the parties, providing predictability and protecting against potentially catastrophic financial exposure.
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L imitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE LIABILITY OF SELLER UNDER THIS AGREEMENT (WHETHER BY REASON OF BREACH OF CONTRACT, TORT, INDEMNIFICATION, OR OTHERWISE, BUT EXCLUDING LIABILITY OF SELLER FOR BREACH OF WARRANTY (THE SOLE REMEDY FOR WHICH SHALL BE AS PROVIDED UNDER SECTION 8 ABOVE)) SHALL NOT EXCEED AN AMOUNT EQUAL TO THE LESSER OF (A) THE TOTAL PURCHASE PRICE THERETOFORE PAID BY BUYER TO SELLER WITH RESPECT TO THE PRODUCT(S) GIVING RISE TO SUCH LIABILITY OR (B) ONE MILLION DOLLARS ($1,000,000). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF USE OF FACILITIES OR EQUIPMENT, LOSS OF REVENUE, LOSS OF DATA, LOSS OF PROFITS OR LOSS OF GOODWILL), REGARDLESS OF WHETHER SELLER (a) HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR (b) IS NEGLIGENT. THE PARTIES AGREE THAT DAMAGE TO ANY SAMPLES OR ITEMS STORED IN THE PRODUCTS SHALL CONSTITUTE CONSEQUENTIAL DAMAGES SUBJECT TO THE PRECEDING DISCLAIMER.
L imitation of Liability. (a) SORACOM is liable under the laws of England and Wales concerning compensation for losses caused by acts or omissions caused by SORACOM or by someone who SORACOM is responsible for with the restrictions listed below.
(b) If the SORACOM Logging Service, the SORACOM System, the SORACOM Information or the accessorial services thereof become unavailable due to any cause imputable to a third party (including but not limited to telecommunication carrier(s) or cloud provider(s)), SORACOM shall not bear any responsibility in relation to such matter.
(c) If the SORACOM Logging Service becomes completely unavailable due to a cause imputable to SORACOM for a period of 24 hours or longer (the “Unavailable Time”) commencing from the time when SORACOM recognizes the SORACOM Logging Service has reached such status, upon the Subscriber’s request, SORACOM shall reduce the Service Fee according to the number of days obtained by dividing the Unavailable Time by 24 (rounding down decimals) from the Service Fee charged to such Subscriber.
(d) In any case where SORACOM is liable to compensate the Subscriber for damage, SORACOM’s liability shall not exceed the Service Fee of the month of in which the day falls when such damage occurs, and in no event shall soracom have any liability to the subscriber under or in connection with this agreement for:
(i) loss of actual or anticipated income or profits;
(ii) loss of goodwill or reputation;
(iii) loss of anticipated cost savings;
(iv) loss of data; or
(v) any indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise, whether or not such loss or damage is foreseeable, foreseen or known.
(e) Notwithstanding the provisions of the preceding paragraph, if the SORACOM Logging Service becomes unavailable due to a cause imputable to telecommunication carrier or cloud provider, SORACOM will compensate the Subscriber for damage (limited to actual and ordinary damage, and excluding lost profit and indirect damages) up to the amount received from such telecommunication carrier or cloud provider as compensation for such damage.
(f) SORACOM shall not bear any responsibility for lost profits arising out of the use of the SORACOM Logging Service, costs incurred in relation to repair of any fault, request to repair any fault, or dealing with any inquiry in relation to any fault in the SORACOM Logging Service, or any complaints from the Subscriber’s hous...
L imitation of Liability. In no event will either party be liable for any indirect, incidental, special, exemplary or consequential losses or damages, including lost or anticipated profits, savings, interruption to business, loss of business opportunities, loss of business information, the cost of recovering such lost information, or any other like pecuniary loss arising out of this agreement, whether you have advised us or we have advised you of the possibility of such damages. Each party’s aggregate liability in respect of any and all claims will be limited to the amount of Fees paid by you to MMSW in the most current Fee Obligation Year. The foregoing limitations apply regardless of the cause or circumstances giving rise to such loss, damage or liability, even if such loss, damage or liability is based on negligence or other torts or breach of contract (including fundamental breach or breach of a fundamental term).
L imitation of Liability. Neither party will be liable for incidental, special, or consequential damages, including for the loss of profits or other economic damages, even if advised of the possibility of such damages. This limitation will apply regardless of the form of action, whether in contract or not, including negligence.
L imitation of Liability. Any liability of Processor or Bank under this Agreement, whether to you or any other party, whatever the basis of the liability, shall not exceed in the aggregate the difference between (i) the amount of fees paid by you to Processor and Bank during the month in which the transaction out of which the liability arose occurred, and (ii) assessments, chargebacks, and offsets against such fees which arose during such month. In the event more than one month is involved, the aggregate amount of Processor and Banks liability shall not exceed the lowest amount determined in accord with the foregoing calculation for anyone month involved. Neither Processor, Bank nor their agents, officers, directors, or employees shall be jointly liable to you under this Agreement or liable for indirect, special, or consequential damages. Neither Processor nor Bank will be responsible or liable for any damages you incur that arise from a terminal that has been downloaded by a third party.
L imitation of Liability. IN NO EVENT WILL CONTRACTOR'S AND ITS AFFILIATES', INCLUDING ANY OF ITS OR THEIR RESPECTIVE CONTRACTORS' AND SERVICE PROVIDERS', COLLECTIVE AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENTOR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED THE TOTAL AMOUNT PAID TO THE CONTRACTOR FOR THE PRECEDING SIX (6) MONTHS OF SERVICES AND LICENSED SOFTWARE PROGRAMS PROVIDED UNDER THIS AGREEMENT.
L imitation of Liability. (a) SORACOM is liable under the laws of England and Wales concerning compensation for losses caused by acts or omissions caused by SORACOM or by someone for who SORACOM is responsible for with the restrictions listed below.
(b) If the SORACOM Private Network Service, the SORACOM System, the SORACOM Information or the accessorial services thereof become unavailable due to any cause imputable to a third party (including but not limited to telecommunication carrier(s) or cloud provider(s)), SORACOM shall not bear any responsibility in relation to such matter.
(c) If the SORACOM Private Network Service becomes completely unavailable due to a cause imputable to SORACOM for a period of 24 hours or longer (the “Unavailable Time”) commencing from the time when SORACOM recognizes the SORACOM Private Network Service has reached such status, upon the Subscriber’s request, SORACOM shall reduce the Service Fee according to the number of days obtained by dividing the Unavailable Time by 24 (rounding down decimals) from the Service Fee charged to such Subscriber
L imitation of Liability. THE MAXIMUM AGGREGATE Professional Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. Customer shall notify PROS of any breach of such warranty within 90 days of the performance of the deficient Professional Services. Customer’s sole and exclusive remedy will be for PROS to promptly re-perform deficient Professional Services at no additional charge to Customer, provided however that if PROS fails to provide such remedy after using commercially reasonable efforts, Customer may exercise its rights provided herein for breach of contract, including, but not limited to, termination pursuant to Section 10.2.
L imitation of Liability. 1. Dataprise's failure to perform any term or condition of this Agreement as a result of conditions beyond its control such as, but not limited to, war, terrorism, strikes, fires, floods, acts of God, governmental restrictions or power failures shall not be deemed a breach of this Agreement.
2. Warranties of any and all hardware equipment and software applications are provided directly by their respective manufacturers. Dataprise assumes no risk whatsoever for any defective items but will make reasonable efforts to assist Customer in obtaining repair or replacement under manufacturer’s warranty.
3. It is expressly understood and agreed that Dataprise has not made any guarantees or promises to Customer with respect to the exact date of the complete delivery, installation and operational status of any equipment or services provided hereunder.
4. Dataprise warrants that the technical support services being performed by it under this Agreement will be performed in a professional manner and that Dataprise will use commercially reasonable efforts in addressing all service problems. Dataprise’s total liability under this Agreement shall in no event exceed the total amounts paid by Customer to Dataprise under this Agreement.
5. THE LIMITED WARRANTIES SET FORTH ABOVE ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS, EXPRESSED OR IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICES OR PRODUCTS PROVIDED UNDER THIS AGREEMENT, OR AS TO THE RESULTS WHICH MAY BE OBTAINED THEREFROM, AND AS TO ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL DATAPRISE BE LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES FOR LOSS OF PROFITS OR LOSS OF DATA ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE PERFORMANCE OR BREACH THEREOF, THE SERVICES PROVIDED OR FAILED TO BE PROVIDED, INCLUDING BUT NOT LIMITED TO ANY DELAY, NON-DELIVERY, WRONG DELIVERY, SERVICE INTERRUPTION OR LOSS OF ACTUAL OR ANTICIPATED VALUE OF THE BUSINESS, EVEN IF DATAPRISE HAS BEEN WARNED OF SUCH LOSS.
6. Customer agrees to indemnify and hold harmless Dataprise, and its parents, subsidiaries, affiliates, officers, directors, shareholders, employees and agents, from any claim or demand, including reasonable attorneys fees, made by any third party due to or arising out of Customer’s conduct, Customer’s use of the support services provided under this Agreement, any alleged violation of this Agreement, or any alleged violatio...
L imitation of Liability. TO THE FULLEST EXTENT AVAILABLE UNDER APPLICABLE LAW, MLS’S ENTIRE AND CUMULATIVE LIABILITY TO PARTICIPANT AND/OR Vendor, OR ANY THIRD PARTY, FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE USE OR DISPLAY OF THE MLS LISTING INFORMATION, INCLUDING ANY TORT, SUCH AS NEGLIGENCE, SHALL NOT EXCEED AN AMOUNT EQUAL TO THE LICENSE FEE PAID TO MLS UNDER THIS AGREEMENT DURING THE ONE (1) YEAR PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM ACCRUED. WITHOUT WAIVER OF THE LIMITATIONS SET FORTH IN THIS AGREEMENT, IN NO EVENT SHALL MLS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES OR LOST PROFITS, EVEN IF MLS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.