Limitation of Liabilities Clause Samples
A Limitation of Liabilities clause sets a cap on the amount or types of damages that one party can recover from another under a contract. Typically, this clause restricts liability to direct damages and may exclude indirect, consequential, or punitive damages, often specifying a maximum monetary amount or limiting liability to the value of the contract. Its core function is to allocate and manage risk between the parties, providing predictability and protecting parties from potentially excessive or unforeseen financial exposure.
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Limitation of Liabilities. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR ANY BREACHES OF OR FOR LIABILITY ARISING OUT OF SECTION 3 (RESTRICTIONS), 5 (CONFIDENTIALITY) OR A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, OR CUSTOMER’S PAYMENT OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY IN CONNECTION WITH THIS AGREEMENT OR THE SUBJECT MATTER HEREOF (UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STATUTE, TORT OR OTHERWISE) FOR: (a) ANY LOST PROFITS, LOST BUSINESS OPPORTUNITIES, LOST DATA, OR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES OR SUCH DAMAGES OR LOSSES WERE REASONABLY FORESEEABLE, OR (b) AN AMOUNT THAT EXCEEDS THE TOTAL FEES PAYABLE TO ▇▇▇▇▇▇▇▇.▇▇ FOR THE RELEVANT SAAS PRODUCT, DATA PRODUCT, OR PROFESSIONAL SERVICES DURING THE TWELVE-MONTH PERIOD BEFORE THE EVENT GIVING RISE TO SUCH LIABILITY. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY SPECIFIED IN THIS AGREEMENT. MULTIPLE CLAIMS SHALL NOT EXPAND THE LIMITATIONS SPECIFIED IN THIS SECTION 11.
Limitation of Liabilities. With respect to any claim or suit for damages arising out of mistakes, omissions, defects in transmission, interruptions, failures, delays or errors occurring in the course of furnishing any service hereunder, the liability of the Party furnishing the affected service, if any, shall not exceed an amount equivalent to the proportionate charge to the other Party for the period of that particular service during which such mistakes, omissions, defects in transmission, interruptions, failures, delays or errors occurs and continues; provided, however, that any such mistakes, omissions, defects in transmission, interruptions, failures, delays, or errors which are caused by the gross negligence or willful, wrongful act or omission of the complaining Party or which arise from the use of the complaining Party's facilities or equipment shall not result in the imposition of any liability whatsoever upon the other Party furnishing service.
Limitation of Liabilities. 13.1 Notwithstanding anything herein to the contrary, except for damages resulting from (i) unauthorized use or disclosure of Confidential Information (including Customer Data), or (ii) damages resulting from death or bodily injury arising from either party’s gross negligence or willful misconduct, or (iii) SAP’s right to collect unpaid fees, under no circumstances and regardless of the nature of the claim shall either party (or their respective Affiliates or SAP’s licensor’s) be liable to each other to or any other person or entity under the Agreement for an amount of damages in excess of the fees paid for the applicable Services under the relevant Order Form or in the case of subscription based Services including managed services, the fees paid in the twelve (12) month period preceding the date of the incident giving rise to the liability, or, any special, incidental, consequential, or indirect damages, loss of good will or business profits, work stoppage or for exemplary or punitive damages.
Limitation of Liabilities. 12.1. EXCEPT FOR LIABILITY ARISING OUT OF OR RELATED TO (i) SECTION 10, OR (ii) SECTION 11, CONTRACTOR’S LIABILITY FOR DAMAGES FOR ANY CAUSE WHATSOEVER SHALL BE LIMITED TO ONE AND ONE HALF TIMES THE MAXIMUM-NOT-TO-EXCEED AMOUNT OF THIS CONTRACT.
12.2. EXCEPT FOR LIABILITY TO THIRD PERSONS ARISING OUT OF OR RELATED TO (i) SECTION 10, OR (ii) SECTION 11, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY LOST PROFITS, LOST SAVINGS, OR PUNITIVE, INDIRECT, EXEMPLARY, CONSEQUENTIAL, OR INCIDENTAL DAMAGES.
Limitation of Liabilities. 7.1.1 Except as specifically provided in Attachment 25: DSL, the Parties’ liability to each other during any Contract Year resulting from any and all causes, other than as specified below in Sections 7.3.3, following, and for willful or intentional misconduct (including gross negligence), will not exceed the total of any amounts charged to CLEC by AT&T OKLAHOMA under this Agreement during the Contract Year in which such cause accrues or arises. For purposes of this Section, the first Contract Year commences on the first day this Agreement becomes effective and each subsequent Contract Year commences on the day following that anniversary date.
7.1.2 Intentionally Left Blank.
Limitation of Liabilities. IN NO EVENT WILL CLOUDNINE, ITS PROGRAM DEVELOPERS OR SUPPLIERS HAVE ANY OBLIGATION OR LIABILITY (WHETHER IN TORT, CONTRACT, WARRANTY OR OTHERWISE AND NOTWITHSTANDING ANY FAULT, NEGLIGENCE, PRODUCT LIABILITY, OR STRICT LIABILITY), FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOST REVENUE, LOSS OF OR DAMAGE TO DATA, PROFITS OR BUSINESS INTERRUPTION LOSSES, SUSTAINED OR ARISING FROM OR RELATED TO THE PROGRAM, DOCUMENTATION OR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CLOUDNINE’S LIABILITY FOR ANY REASON AND UPON ANY CAUSE OF ACTION SHALL AT ALL TIMES AND IN THE AGGREGATE AMOUNT BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU TO CLOUDNINE UNDER THIS AGREEMENT. NO ACTION OR PROCEEDING AGAINST CLOUDNINE MAY BE COMMENCED MORE THAN ONE YEAR AFTER THE CLAIM ARISES EXCEPT FOR CLOUDNINE CLAIMS RELATING TO COLLECTION OF FEES DUE AND PAYABLE BY YOU. THIS SECTION SHALL SURVIVE FAILURE OF AN EXCLUSIVE REMEDY. Some states/jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to You.
Limitation of Liabilities. SCALABLE SHALL NOT BE LIABLE FOR INCIDENTAL, INDIRECT, COLLATERAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFIT OR BUSINESS INTERRUPTION) RESULTING FROM LOSS OF USE, DATA, OR PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS LICENSE AGREEMENT, OR THE USE, INABILITY TO USE OR PERFORMANCE OF THE SOFTWARE AND DOCUMENTATION FURNISHED UNDER THIS LICENSE AGREEMENT, WHETHER IN AN ACTION OF CONTRACT, TORT, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, OR OTHER THEORY, EVEN IF SCALABLE WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, UNLESS SUCH DAMAGE HAS BEEN CAUSED BY SCALABLE’S WILLFUL MISCONDUCT. IN NO EVENT SHALL SCALABLE’S LIABILITY TO LICENSEE EXCEED THE AMOUNT PAID TO SCALABLE BY THE LICENSEE UNDER THIS LICENSE AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE ACCRUAL OF THE CAUSE OF ACTION.
Limitation of Liabilities. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT. NEITHER PARTY SHALL BE LIABLE FOR ANY DAMAGES OF ANY SORT ARISING SOLELY FROM THE TERMINATION OF THIS AGREEMENT OR ANY PART HEREOF IN ACCORDANCE WITH ITS TERMS.
Limitation of Liabilities. (a) REGARDLESS OF ANY OTHER PROVISION OF THIS AGREEMENT, NEITHER GROVE SOFTWARE NOR ITS AGENTS SHALL BE LIABLE FOR (1) ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES OR LOSSES (INCLUDING BUT NOT LIMITED TO LOST PROFITS) CAUSED EITHER BY ANY USE OF THE SOFTWARE OR BY THE INABILITY TO USE IT; NEITHER SHALL GROVE SOFTWARE OR ITS AGENTS BE LIABLE FOR ANY SUCH DAMAGES CAUSED BY THE ACTS OF ANY SERVICE, PRODUCTS OR ACTIONS OF ANY OTHER PERSON. LICENSEE SHALL INDEMNIFY AND HOLD HARMLESS GROVE SOFTWARE FROM (1) ANY AND ALL LIABILITY FOR INJURY TO PERSONS OR PROPERTY OCCASIONED WHOLLY OR IN PART FROM THE USE OR ATTEMPTED USE OF THE SOFTWARE BY LICENSEE OR BY SOMEONE WHO EITHER TOOK OR RECEIVED THE SOFTWARE FROM LICENSEE, (2) ALL LIABILITY WITH RESPECT TO INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, AND (3) ALL EXPENSES, INCLUDING LEGAL AND EXPERT WITNESS FEES, INCURRED BY GROVE SOFTWARE IN THE DEFENSE OF ANY CLAIMS OR SUIT ARISING FROM THE USE OR ATTEMPTED USE OF THE SOFTWARE BY LICENSEE OR BY SOMEONE WHO EITHER TOOK OR RECEIVED THE SOFTWARE FROM LICENSEE.
(b) The Program(s) is a mathematical analysis tool intended to assist Licensee in Licensee's development and design processes and requires considerable skill and judgment for its correct use and for the interpretation of the computed results. The Program(s) is not intended to be nor is it a substitute for rigorous and comprehensive evaluations or other testing by License. Licensee agrees to defend, indemnify and hold Licensor and its Affiliates, Channel Partners and suppliers, along with its and their officers, directors, employees and agents, (collectively, the “Indemnified Parties”) harmless from and against all losses, damages, liability (including from the Indemnified Parties’ negligence with respect to the Program(s) and support thereof) incurred by such Indemnified Parties (including reasonably attorneys’ fees) as a result of Licensee's use of the Program(s).
Limitation of Liabilities. With respect to any claim or suit for damages arising out of mistakes, omissions, defects in transmission, interruptions, failures, delays or errors occurring in the course of furnishing any service hereunder, the liability of the Party furnishing the affected service, if any, shall not exceed a credit for the actual cost of the services or functions not performed or improperly performed for the period of that particular service during which such mistakes, omissions, defects in transmission, interruptions, failures, delays or errors occurs and continues; provided, however, that any such mistakes, omissions, defects in transmission, interruptions, failures, delays, or errors which are caused by the gross negligence or willful, wrongful act or omission of the complaining Party or which arise from the use of the complaining Party's facilities or equipment shall not result in the imposition of any liability whatsoever upon the other Party furnishing service.