Common use of Liability Limit Clause in Contracts

Liability Limit. EACH PARTY’S TOTAL CUMULATIVE LIABILITY TO THE OTHER PARTY HEREUNDER SHALL NOT EXCEED TWO MILLION CANADIAN DOLLARS (CAD$2,000,000) (THE “DAMAGES CAP”). NOTWITHSTANDING THE FOREGOING, IN THE EVENT OF A BREACH BY EITHER PARTY OF ITS CONFIDENTIALITY AND PRIVACY OBLIGATIONS UNDER THIS AGREEMENT, OR FOR DIRECT DAMAGES RESULTING FROM EITHER PARTY’S INDEMNIFICATION OBLIGATION UNDER SECTION 13.1(i) OR SECTION 13.4(i), AS APPLICABLE, THE DAMAGES CAP SHALL AUTOMATICALLY INCREASE, WITHOUT FURTHER ACTION REQUIRED BY THE PARTIES, TO FOUR MILLION CANADIAN DOLLARS (CAD$4,000,000). FOR THE SAKE OF CLARITY, THERE SHALL BE NO LIMIT ON THE DAMAGES PAYABLE BY: (A) IGLOO IN RESPECT OF AMOUNTS OWING TO ANY THIRD PARTY THAT INITIATED A CLAIM COVERED BY SECTION 13.1(i); (B) CUSTOMER IN RESPECT OF AMOUNTS OWING TO ANY THIRD PARTY THAT INITIATED A CLAIM COVERED BY THE INDEMNITY SET FORTH IN SECTIONS 13.4(i); OR (C) EITHER PARTY IN RESPECT OF A CLAIM RESULTING FROM FRAUD, GROSS NEGLIGENCE OR WILFUL MISCONDUCT OF SUCH PARTY; WHERE, IN THE CASE OF (A), (B) OR (C), SUCH DAMAGES ARE EITHER AWARDED BY A COURT OF COMPETENT JURISDICTION OR PAID IN RESPECT OF A SETTLEMENT WITH THE APPLICABLE THIRD PARTY. 13. INDEMNIFICATION‌

Liability Limit. EACH PARTY’S TOTAL CUMULATIVE LIABILITY TO THE OTHER PARTY HEREUNDER SHALL NOT EXCEED TWO ONE MILLION CANADIAN DOLLARS (CAD$2,000,000CAD$1,000,000) (THE “DAMAGES CAP”). NOTWITHSTANDING THE FOREGOING, IN THE EVENT OF A BREACH BY EITHER PARTY OF ITS CONFIDENTIALITY AND PRIVACY OBLIGATIONS UNDER THIS AGREEMENT, OR FOR DIRECT DAMAGES RESULTING FROM EITHER PARTY’S INDEMNIFICATION OBLIGATION UNDER SECTION 13.1(i) OR SECTION 13.4(i), AS APPLICABLE, THE DAMAGES CAP SHALL AUTOMATICALLY INCREASE, WITHOUT FURTHER ACTION REQUIRED BY THE PARTIES, TO FOUR TWO MILLION CANADIAN DOLLARS (CAD$4,000,000CAD$2,000,000). FOR THE SAKE OF CLARITY, THERE SHALL BE NO LIMIT ON THE DAMAGES PAYABLE BY: (A) IGLOO IN RESPECT OF AMOUNTS OWING TO ANY THIRD PARTY THAT INITIATED A CLAIM COVERED BY SECTION 13.1(i); (B) CUSTOMER IN RESPECT OF AMOUNTS OWING TO ANY THIRD PARTY THAT INITIATED A CLAIM COVERED BY THE INDEMNITY SET FORTH IN SECTIONS 13.4(i); OR (C) EITHER PARTY IN RESPECT OF A CLAIM RESULTING FROM FRAUD, GROSS NEGLIGENCE OR WILFUL MISCONDUCT OF SUCH PARTY; WHERE, IN THE CASE OF (A), (B) OR (C), SUCH DAMAGES ARE EITHER AWARDED BY A COURT OF COMPETENT JURISDICTION OR PAID IN RESPECT OF A SETTLEMENT WITH THE APPLICABLE THIRD PARTY. 13. INDEMNIFICATION‌

Liability Limit. EACH EXCEPT AS STATED BELOW, IN NO EVENT SHALL EITHER PARTY (INCLUDING SUCH PARTY’S SUBCONTRACTORS, AGENTS, SUPPLIERS, DIRECTORS OR EMPLOYEES) BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, INDIRECT, RELIANCE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOST SAVINGS OR OTHER SIMILAR PECUNIARY LOSS) WHETHER ARISING FROM CONTRACT, TORT, OR ANY OTHER THEORY OF LIABILITY EVEN IF SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT AS STATED BELOW, IN NO EVENT SHALL EITHER PARTY’S TOTAL CUMULATIVE LIABILITY PURSUANT TO THIS AGREEMENT EXCEED THE OTHER PARTY HEREUNDER LICENSE FEES PAID AND/OR PAYABLE BY CUSTOMER TO SAILPOINT UNDER THIS AGREEMENT. FOR MAINTENANCE SERVICES OR A PRODUCT SUBJECT TO RECURRING FEES, THE LIABILITY SHALL NOT EXCEED TWO MILLION CANADIAN DOLLARS THE AMOUNT PAID AND/OR OWED (CAD$2,000,000) (THE “DAMAGES CAP”). NOTWITHSTANDING THE FOREGOING, IN THE EVENT OF A BREACH BY EITHER PARTY OF ITS CONFIDENTIALITY AND PRIVACY OBLIGATIONS UNDER THIS AGREEMENT, OR FOR DIRECT DAMAGES RESULTING FROM EITHER PARTY’S INDEMNIFICATION OBLIGATION UNDER SECTION 13.1(i) OR SECTION 13.4(i), AS APPLICABLE, ) FOR SUCH MAINTENANCE SERVICE OR PRODUCT DURING THE DAMAGES CAP SHALL AUTOMATICALLY INCREASE, WITHOUT FURTHER ACTION REQUIRED BY TWELVE (12) MONTHS PRECEDING THE PARTIES, TO FOUR MILLION CANADIAN DOLLARS (CAD$4,000,000). FOR THE SAKE OF CLARITY, THERE SHALL BE NO LIMIT ON THE DAMAGES PAYABLE BY: (A) IGLOO IN RESPECT OF AMOUNTS OWING TO ANY THIRD PARTY THAT INITIATED A CLAIM COVERED BY SECTION 13.1(i); (B) CUSTOMER IN RESPECT OF AMOUNTS OWING TO ANY THIRD PARTY THAT INITIATED A CLAIM COVERED BY THE INDEMNITY SET FORTH IN SECTIONS 13.4(i); OR (C) EITHER PARTY IN RESPECT OF A CLAIM RESULTING FROM FRAUD, GROSS NEGLIGENCE OR WILFUL MISCONDUCT OF SUCH PARTY; WHERE, IN THE CASE OF (A), (B) OR (C), SUCH DAMAGES ARE EITHER AWARDED BY A COURT OF COMPETENT JURISDICTION OR PAID IN RESPECT OF A SETTLEMENT WITH THE APPLICABLE THIRD PARTYCLAIM. 13. INDEMNIFICATION‌