Limitations of Liability. 7.1 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING TO THE SPRINKLR SERVICES. 7.2 EXCEPT FOR (i) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iii) A BREACH OF SECTION 2.8, IN NO EVENT SHALL THE TOTAL LIABILITY OF ONE PARTY TO THE OTHER PARTY FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE), ARISING FROM THIS AGREEMENT OR AGENCY’S AND/OR AGENCY’S CLIENTS’ USE OF THE SPRINKLR SERVICES, EXCEED, IN THE AGGREGATE, THE TOTAL FEES RECEIVED BY OR PAYABLE TO SPRINKLR FROM AGENCY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS IN THIS SECTION APPLY TO FEES DUE FOR THE SPRINKLR SERVICES UNDER THIS AGREEMENT. 7.3 Neither party will be liable to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure Event.
Appears in 7 contracts
Sources: Master Services Agreement, Master Services Agreement, Master Services Agreement
Limitations of Liability. 7.1 IN NO EVENT (i) NOTWITHSTANDING ANYTHING TO THE CONTRARY, NEURONETICS SHALL EITHER PARTY NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVECONSEQUENTIAL, INDIRECT OR CONSEQUENTIAL SPECIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST REVENUE OR LOST PROFITS, LOSS OF DATA, LITIGATION EXPENSE, DAMAGE TO REPUTATION, LOSS OF BUSINESS OR ANY OTHER FINANCIAL LOSS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION LOSS IN CONNECTION WITH THE SALE, LICENSE, INSTALLATION, PERFORMANCE, FAILURE, USE OR INTERRUPTED USE OF REVENUE THE PRODUCTS, AND INCLUDING THE NEUROSTAR ADVANCED THERAPY SYSTEM AND ANY COMPONENT THEREOF, OR ANTICIPATED PROFITS FROM NEURONETICS’ NEGLIGENCE OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING FAULT IN CONNECTION THEREWITH. NOTWITHSTANDING ANYTHING TO THE SPRINKLR SERVICESCONTRARY, NEURONETICS’ LIABILITY FOR ANY LOSS OR DAMAGE ARISING OUT OF OR RESULTING FROM THIS AGREEMENT, ITS PERFORMANCE OR BREACH HEREOF, OR IN CONNECTION WITH THE PRODUCTS, REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, INDEMNIFICATION OR OTHERWISE, SHALL NOT EXCEED THE TOTAL OF ALL SUMS PAID BY CUSTOMER TO NEURONETICS FOR THE PRODUCT OR SERVICE THAT IS THE SUBJECT OF THE CLAIM.
7.2 EXCEPT FOR (i) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iii) A BREACH OF SECTION 2.8, IN NO EVENT SHALL THE TOTAL LIABILITY OF ONE PARTY TO THE OTHER PARTY FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE), ARISING FROM THIS AGREEMENT OR AGENCY’S AND/OR AGENCY’S CLIENTS’ USE OF THE SPRINKLR SERVICES, EXCEED, IN THE AGGREGATE, THE TOTAL FEES RECEIVED BY OR PAYABLE TO SPRINKLR FROM AGENCY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. AGENCY CUSTOMER ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND DISCLAIMERS OF WARRANTY SET FORTH IN THIS AGREEMENT APPLY REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. CUSTOMER ACKNOWLEDGES THAT NEURONETICS HAS SET THE PURCHASE PRICE OF THE PRODUCTS AND OTHER FEES AND CHARGES IN RELIANCE ON THE DISCLAIMERS OF WARRANTIES WARRANTY AND DAMAGES LIMITATIONS AND EXCLUSIONS OF LIABILITY SET FORTH HEREIN, IN THIS AGREEMENT AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS IN THIS SECTION APPLY TO FEES DUE FOR THE SPRINKLR SERVICES UNDER THIS AGREEMENT.
7.3 Neither party will be liable to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure Event.
Appears in 5 contracts
Sources: Terms and Conditions of Sale, Terms and Conditions of Sale, Terms and Conditions of Sale
Limitations of Liability. 7.1 IN NO EVENT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NEITHER PARTY SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR ANY (A) COST OF PROCUREMENT OF ANY SUBSTITUTE PRODUCTS OR SERVICES, OR COST OF REPLACEMENT OR RESTORATION OF ANY CUSTOMER DATA, (B) ECONOMIC LOSSES, EXPECTED OR LOST PROFITS, REVENUE, OR ANTICIPATED SAVINGS, LOSS OF BUSINESS, LOSS OF CONTRACTS, LOSS OF OR DAMAGE TO GOODWILL OR REPUTATION, AND/OR (C) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH LOSS OR DAMAGE, WHETHER ARISING OUT OF PERFORMANCE OR BREACH OF THIS AGREEMENTAGREEMENT OR THE USE OR INABILITY TO USE THE PALANTIR TECHNOLOGY, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING EVEN IF THE PARTY HAS BEEN ADVISED AS TO THE SPRINKLR SERVICES.
7.2 POSSIBILITY OF SUCH LOSS OR DAMAGES. EXCEPT FOR (i) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iii) A BREACH OBLIGATIONS SET FORTH IN SECTIONS 5 AND 9.2 OF SECTION 2.8THIS AGREEMENT AND CUSTOMER’S PAYMENT OBLIGATIONS HEREUNDER, IN NO EVENT SHALL TO THE TOTAL MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY AGREES THAT THE MAXIMUM AGGREGATE LIABILITY OF ONE EITHER PARTY AND ITS AFFILIATES TO THE OTHER PARTY AND ITS AFFILIATES FOR ALL CLAIMS OF ANY AND ALL DAMAGES, LOSSES, AND CAUSES KIND SHALL NOT EXCEED THE GREATER OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE), ARISING FROM THIS AGREEMENT OR AGENCY’S AND/OR AGENCY’S CLIENTS’ USE OF A) THE SPRINKLR SERVICES, EXCEED, IN THE AGGREGATE, THE TOTAL FEES RECEIVED BY PAID OR PAYABLE TO SPRINKLR FROM AGENCY PALANTIR BY CUSTOMER UNDER THIS AGREEMENT THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING CLAIM FOR THE SERVICE OR PROFESSIONAL SERVICES THAT GAVE RISE TO THE LIABILITY. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREINSUCH CLAIM OR B) ONE HUNDRED THOUSAND DOLLARS (USD 100,000), AND THAT SUCH REMEDY IS FAIR AND ADEQUATE. NOTWITHSTANDING THE SAME FOREGOING SENTENCE, IF NO FEES ARE PAYABLE BY CUSTOMER UNDER AN APPLICABLE ORDER FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN DURING SUCH APPLICABLE ORDER TERM, EXCEPT FOR THE PARTIES’ OBLIGATIONS SET FORTH IN SECTIONS 5 AND 9.2 OF THIS AGREEMENT AND CUSTOMER’S PAYMENT OBLIGATIONS HEREUNDER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY AGREES THAT THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY AND ITS AFFILIATES TO THE OTHER PARTY AND ITS AFFILIATES FOR ALL CLAIMS OF ANY KIND ARISING OUT OF SUCH ORDER FORM SHALL NOT EXCEED FIFTY THOUSAND DOLLARS (USD 50,000), AND THAT SUCH REMEDY IS FAIR AND ADEQUATE. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS SET FORTH IN THIS SECTION 12 SHALL APPLY TO FEES DUE FOR THE SPRINKLR SERVICES UNDER THIS AGREEMENTREGARDLESS OF WHETHER AN ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY.
7.3 Neither party will be liable to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure Event.
Appears in 5 contracts
Sources: Terms of Service, Terms of Service, Terms of Service
Limitations of Liability. 7.1 NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN NO EVENT SHALL EITHER PARTY THIS AGREEMENT, HOTSCHEDULES WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO SUBSCRIBER OR ANY OF ITS AFFILIATES FOR ANY INDIRECTCONSEQUENTIAL, INCIDENTAL, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL EXEMPLARY DAMAGES IN CONNECTION WITH ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION BUT NOT LIMITED TO LOST PROFITS OR LOSS OF REVENUE BUSINESS, EVEN IF HOTSCHEDULES IS APPRISED OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING TO SHOULD HAVE KNOWN OF THE SPRINKLR SERVICES.
7.2 EXCEPT FOR (i) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iii) A BREACH LIKELIHOOD OF SECTION 2.8, IN SUCH DAMAGES OCCURRING. UNDER NO EVENT SHALL THE CIRCUMSTANCES WILL HOTSCHEDULES' TOTAL LIABILITY OF ONE PARTY ANY KIND ARISING OUT OF OR RELATED TO THE OTHER PARTY FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION THIS AGREEMENT (WHETHER IN CONTRACT OR TORT, INCLUDING, INCLUDING BUT NOT LIMITED TOTO WARRANTY CLAIMS), NEGLIGENCE REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE), ARISING FROM THIS AGREEMENT OR AGENCY’S AND/OR AGENCY’S CLIENTS’ USE OF THE SPRINKLR SERVICES, EXCEED, IN THE AGGREGATE, EXCEED THE TOTAL SUBSCRIPTION FEES RECEIVED PAID BY OR PAYABLE SUBSCRIBER TO SPRINKLR FROM AGENCY HOTSCHEDULES UNDER THIS AGREEMENT IN DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE LIABILITYCLAIM. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT INCREASE THIS LIMIT. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN RELIANCE UPON THE LIMITATIONS OF LIABILITY PRICING OFFERED BY HOTSCHEDULES TO SUBSCRIBER AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS EACH OF THESE PROVISIONS IS SEVERABLE AND EXCLUSIONS INDEPENDENT OF LIABILITY AND DISCLAIMERS SPECIFIED IN ALL OTHER PROVISIONS OF THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSEAGREEMENT. IN NO EVENT SHALL THE LIMITATIONS IN THIS SECTION 8 WILL APPLY TO FEES DUE FOR NOTWITHSTANDING THE SPRINKLR SERVICES UNDER FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT.
7.3 Neither party will be liable to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure Event.
Appears in 5 contracts
Sources: Master Customer Agreement, Master Customer Agreement, Master Customer Agreement
Limitations of Liability. 7.1 EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS SECTION, IN NO EVENT SHALL WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THE AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, INCIDENTAL, PUNITIVEENHANCED, OR CONSEQUENTIAL PUNITIVE DAMAGES, REGARDLESS OF WHETHER EITHER PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING TO THE SPRINKLR SERVICES.
7.2 EXCEPT FOR (i) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iii) A BREACH OF SECTION 2.8SECTION, IN NO EVENT SHALL WILL THE AGGREGATE LIABILITY OF DEBTBOOK ARISING OUT OF OR RELATED TO THE AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL LIABILITY OF ONE PARTY AMOUNTS PAID TO DEBTBOOK UNDER THE OTHER PARTY FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE), ARISING FROM THIS AGREEMENT OR AGENCY’S AND/OR AGENCY’S CLIENTS’ USE OF THE SPRINKLR SERVICES, EXCEED, IN THE AGGREGATE, THE TOTAL FEES RECEIVED BY OR PAYABLE TO SPRINKLR FROM AGENCY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY -MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIESCLAIM. THE PARTIES AGREE THAT THE LIMITATIONS EXCLUSIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS IN THIS SECTION DO NOT APPLY TO FEES DUE FOR THE SPRINKLR SERVICES UNDER THIS AGREEMENTCLAIMS PURSUANT TO SECTION 8.
7.3 Neither party will be liable to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure Event.
Appears in 5 contracts
Sources: Order Form Amendment, Renewal Order Form, Renewal Order Form
Limitations of Liability. 7.1 IN NO EVENT SHALL EITHER PARTY WILL FOUNDATION (INCLUDING ITS SUBSIDIARIES, ITS PARENT AND SUBSIDIARIES OF ITS PARENT, ITS SERVICE PROVIDERS AND LICENSORS, AND THE EMPLOYEES, OFFICERS, DIRECTORS AND AGENTS THEREOF) BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL PUNITIVE DAMAGES UNDER THIS AGREEMENT OR IN CONNECTION WITH THIS AGREEMENTANY SERVICES PROVIDED BY FOUNDATION HEREUNDER, INCLUDING WITHOUT LIMITATION LIMITATION, DAMAGES FOR DISTRICT'S MISUSE OF THE CALIFORNIA COLLEGES WEBSITE, LOSS OF REVENUE BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANTICIPATED PROFITS OTHER PECUNIARY LOSS ARISING OUT OF THE USE OR LOST BUSINESS OR LOST SALES INABILITY TO USE THE SERVICES, DATA OR ANY OTHER MATTER RELATING OUTPUT, EVEN IF FOUNDATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF AVAILABLE REMEDIES ARE FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. THE SPRINKLR SERVICES.
7.2 EXCEPT TOTAL LIABILITY, IF ANY, OF FOUNDATION (INCLUDING ITS SUBSIDIARIES, ITS PARENT AND SUBSIDIARIES OF ITS PARENT, ITS SERVICE PROVIDERS AND LICENSORS, AND THE EMPLOYEES, OFFICERS, DIRECTORS AND AGENTS THEREOF) IN THE AGGREGATE OVER THE TERM OF THIS AGREEMENT FOR (i) EITHER PARTY’S GROSS NEGLIGENCE ALL CLAIMS, CAUSES OF ACTION OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; LIABILITY WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE ARISING UNDER OR IN ANY WAY RELATED TO THIS AGREEMENT AND/OR THE SERVICES PROVIDED HEREUNDER (iii) A BREACH OF SECTION 2.8COLLECTIVELY, IN NO EVENT “CLAIMS’), SHALL THE TOTAL LIABILITY OF ONE PARTY BE LIMITED TO THE OTHER PARTY FOR ANY AND ALL DISTRICT’S DIRECT DAMAGES, LOSSESACTUALLY INCURRED. NOTWITHSTANDING THE FOREGOING, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE), ARISING FROM THIS AGREEMENT OR AGENCYFOUNDATION’S AND/OR AGENCY’S CLIENTS’ USE OF THE SPRINKLR SERVICES, EXCEED, SOLE OBLIGATION IN THE AGGREGATE, EVENT OF AN ERROR BY FOUNDATION IN THE TOTAL FEES RECEIVED BY OR PAYABLE TO SPRINKLR FROM AGENCY PERFORMANCE OF ANY SERVICES UNDER THIS AGREEMENT IN SHALL BE LIMITED TO REPROCESSING APPLICABLE DATA OR REPERFORMING THE TWELVE SERVICES. FOUNDATION (12INCLUDING ITS SUBSIDIARIES, ITS PARENT AND SUBSIDIARIES OF ITS PARENT, ITS SERVICE PROVIDERS AND LICENSORS, AND THE EMPLOYEES, OFFICERS, DIRECTORS AND AGENTS THEREOF) MONTHS IMMEDIATELY PRECEDING SHALL HAVE NO LIABILITY, EXPRESS OR IMPLIED, WHETHER ARISING UNDER CONTRACT, TORT OR OTHERWISE, FOR ANY CLAIM OR DEMAND: (A) RESULTING DIRECTLY OR INDIRECTLY FROM FOUNDATION’S INTERNAL OPERATIONS, EQUIPMENT, SYSTEMS OR SOFTWARE OWNED OR LICENSED BY FOUNDATION; OR (B) BY THIRD PARTIES, EVEN IF FOUNDATION WAS ADVISED OF THE EVENT GIVING RISE TO THE LIABILITYPOSSIBILITY OF SUCH CLAIMS OR DEMANDS, EXCEPT AS EXPRESSLY PROVIDED OTHERWISE HEREIN. AGENCY DISTRICT ACKNOWLEDGES THAT SPRINKLR FOUNDATION HAS SET ITS PRICES FEES, IF ANY, AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREININ THIS AGREEMENT, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS IN THIS SECTION APPLY TO FEES DUE FOR THE SPRINKLR SERVICES UNDER THIS AGREEMENT.
7.3 Neither party will be liable to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure Event.
Appears in 5 contracts
Sources: Data Sharing and Services Agreement, Data Sharing and Services Agreement, Data Sharing and Services Agreement
Limitations of Liability. 7.1 IN NO EVENT SHALL EITHER 10.1 NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENTOF ANY KIND OR NATURE, INCLUDING, WITHOUT LIMITATION, BUSINESS INTERRUPTION, REMOVAL, REINSTALLATION, OR REPROCUREMENT COSTS, LOSS OF PROFIT, REVENUE, DATA, CUSTOMERS, OR GOODWILL, OR CLIENT TECHNOLOGY DAMAGE, FAILURE OR MALFUNCTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS OF LIABILITY APPLY TO ALL CAUSES OF ACTION OR CLAIMS OF RELIEF UNDER ANY OTHER LEGAL OR EQUITABLE THEORY, INCLUDING WITHOUT LIMITATION LOSS TORT, INDEMNIFICATION, BREACH OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING TO THE SPRINKLR SERVICESCONTRACT, AND BREACH OF WARRANTY.
7.2 EXCEPT FOR (i) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iii) A BREACH OF SECTION 2.8, 10.2 IN NO EVENT SHALL THE TOTAL LIABILITY OF ONE PARTY TO THE OTHER PARTY CLIENT’S RECOVERY FROM WINMILL FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION CLAIM EXCEED (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE), ARISING FROM THIS AGREEMENT OR AGENCY’S AND/OR AGENCY’S CLIENTS’ USE OF I) THE SPRINKLR SERVICES, EXCEED, IN PURCHASE PRICE PAID FOR THE AGGREGATE, THE TOTAL FEES RECEIVED BY OR PAYABLE TO SPRINKLR FROM AGENCY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT PRODUCT GIVING RISE TO THE LIABILITYCLAIM, OR (II) THE AMOUNTS PAID FOR THE PRODUCT MAINTENANCE OR SERVICES GIVING RISE TO THE CLAIM THAT WERE PROVIDED DURING THE SIX (6) MONTHS PRECEDING THE CLAIM. AGENCY ACKNOWLEDGES THIS LIMITATION IS CUMULATIVE AND NOT PER INCIDENT. THE PARTIES ACKNOWLEDGE AND AGREE THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON ALL OF THE LIMITATIONS ARE AN ESSENTIAL ELEMENT OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREINTHIS AGREEMENT, AND THAT THE SAME FORM AN ESSENTIAL BASIS PRICES OF SERVICES AND PRODUCTS ARE DETERMINED IN PART BY TAKING INTO ACCOUNT THE EXISTENCE OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS IN THIS SECTION APPLY TO FEES DUE FOR THE SPRINKLR SERVICES UNDER THIS AGREEMENTLIMITATIONS.
7.3 Neither party will be liable to the other for any failure to perform, or delay in 10.3 No action arising out of the performance of, of any obligation under Services pursuant to this Agreement caused may be brought by a Force Majeure Eventeither party more than two (2) years after such cause of action accrues, except that an action for nonpayment may be brought within two (2) years of the date of the last payment.
Appears in 5 contracts
Sources: Terms & Conditions, Terms & Conditions, Terms & Conditions
Limitations of Liability. 7.1 12.1. YOU ACKNOWLEDGE AND AGREE THAT THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THIS AGREEMENT, LUS FIBER (AND ITS OFFICERS, EMPLOYEES, PARENT, SUBSIDIARIES, AND AFFILIATES) (COLLECTIVELY THE “LUS FIBER PARTIES”), ITS THIRD PARTY LICENSORS, PROVIDERS AND SUPPLIERS, DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS FOR THE SERVICE, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, NON- INTERFERENCE, TITLE, COMPATIBILITY OF COMPUTER SYSTEMS, COMPATIBILITY OF SOFTWARE PROGRAMS, INTEGRATION, AND THOSE ARISING FROM COURSE OF DEALING, COURSE OF TRADE, OR ARISING UNDER STATUTE. ALSO, THERE IS NO EVENT WARRANTY OF WORKMANLIKE EFFORT OR LACK OF NEGLIGENCE. NO ADVICE OR INFORMATION GIVEN BY LUS FIBER OR ITS REPRESENTATIVES SHALL EITHER PARTY CREATE A WARRANTY OR OBLIGATION WITH RESPECT TO ADVICE PROVIDED. 12.2. LUS FIBER DOES NOT WARRANT THAT THE SERVICE OR EQUIPMENT PROVIDED BY LUS FIBER WILL PERFORM AT A PARTICULAR SPEED, BANDWIDTH OR DATA THROUGHPUT RATE, OR WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES, WORMS, DISABLING CODE OR CONDITIONS, OR THE LIKE. LUS FIBER SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVELOSS OF YOUR DATA, OR CONSEQUENTIAL DAMAGES IF CHANGES IN CONNECTION WITH THIS AGREEMENTOPERATION, INCLUDING WITHOUT LIMITATION LOSS PROCEDURES, OR SERVICES REQUIRE MODIFICATION OR ALTERATION OF REVENUE YOUR EQUIPMENT, RENDER THE SAME OBSOLETE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING TO THE SPRINKLR SERVICESOTHERWISE AFFECT ITS PERFORMANCE.
7.2 EXCEPT FOR (i) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iii) A BREACH OF SECTION 2.8, IN NO EVENT SHALL THE TOTAL LIABILITY OF ONE PARTY TO THE OTHER PARTY FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE), ARISING FROM THIS AGREEMENT OR AGENCY’S AND/OR AGENCY’S CLIENTS’ USE OF THE SPRINKLR SERVICES, EXCEED, IN THE AGGREGATE, THE TOTAL FEES RECEIVED BY OR PAYABLE TO SPRINKLR FROM AGENCY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE12.3. IN NO EVENT SHALL THE LUS FIBER PARTIES OR LUS FIBER’S THIRD PARTY LICENSORS, PROVIDERS OR SUPPLIERS BE LIABLE FOR: (A) ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOST PROFITS OR LOSS OF REVENUE, LOSS OF PROGRAMS OR INFORMATION OR DAMAGE TO DATA ARISING OUT OF THE USE, PARTIAL USE OR INABILITY TO USE THE SERVICE, OR RELIANCE ON OR PERFORMANCE OF THE SERVICE, REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, INCLUDING WITHOUT LIMITATION, THOSE ARISING UNDER CONTRACT, TORT, NEGLIGENCE OR STRICT LIABILITY, EVEN IF LUS FIBER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM OR DAMAGES, OR (B) ANY CLAIMS AGAINST YOU BY ANY OTHER PARTY.
12.4. THE LIABILITY OF THE LUS FIBER PARTIES, OR (SUBJECT TO ANY DIFFERENT LIMITATIONS OF LIABILITY IN THIRD PARTY END USER LICENSE OR OTHER AGREEMENTS) OUR THIRD PARTY LICENSORS, PROVIDERS OR SUPPLIERS, FOR ALL CATEGORIES OF DAMAGES SHALL NOT EXCEED A PRO RATA CREDIT FOR THE MONTHLY FEES (EXCLUDING ALL NONRECURRING CHARGES, REGULATORY FEES, SURCHARGES, FEES AND TAXES) YOU HAVE PAID TO LUS FIBER FOR THE SERVICE DURING THE SIX (6) MONTH PERIOD PRIOR TO WHEN SUCH CLAIM AROSE, WHICH SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY REGARDLESS OF THE TYPE OF CLAIM OR NATURE OF THE CAUSE OF ACTION. THE FOREGOING LIMITATIONS SHALL APPLY TO THE FULL EXTENT PERMITTED BY LAW, AND ARE NOT INTENDED TO ASSERT ANY LIMITATIONS OR DEFENSES WHICH ARE PROHIBITED BY LAW.
12.5. THE REMEDIES EXPRESSLY SET FORTH IN THIS SECTION APPLY AGREEMENT ARE YOUR SOLE AND EXCLUSIVE REMEDIES. THE EXCLUSIVITY OF THESE REMEDIES IS A CRITICAL FACTOR IN THE SET TING OF RATES FOR LUS FIBER SERVICE AND AN ESSENTIAL MOTIVATION FOR LUS FIBER TO FEES DUE FOR PROVIDE SERVICE UNDER 12.6. THESE RATES. YOU MAY HAVE ADDITIONAL RIGHTS UNDER CERTAIN LAWS (SUCH AS CONSUMER LAWS), WHICH DO NOT ALLOW THE SPRINKLR SERVICES UNDER THIS AGREEMENTEXCLUSION OF IMPLIED WARRANTIES, OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES.
7.3 Neither party will be liable to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure Event.
Appears in 4 contracts
Sources: Service Agreement, Service Agreement, Service Agreement
Limitations of Liability. 7.1 THIRD PARTIES MAY INADVERTENTLY OR FOR FRAUDULENT OR IMPROPER PURPOSES GENERATE AD IMPRESSIONS, USER VIEWS, OR AD CLICKS (“THIRD-PARTY ACTIVITY”), WHICH MAY IMPACT THE PERCEIVED EFFECTIVENESS OF AD PROGRAMS. CLIENT ACCEPTS THE RISK OF THIRD-PARTY ACTIVITY WITHOUT LIABILITY TO AGENCY. AS SUCH, THE PARTIES HERETO AGREE THAT AGENCY HAS NO LIABILITY FOR CLAIMS ARISING FROM OR IN NO EVENT SHALL EITHER CONNECTION WITH THIRD-PARTY ACTIVITY EXCEPT WHERE AND TO THE EXTENT PROHIBITED BY LAW. EXCEPT AS PROVIDED PURSUANT TO APPLICABLE LAW, AGENCY’S MAXIMUM AGGREGATE LIABILITY UNDER THE AGREEMENT AND THESE TERMS IS THE TOTAL AMOUNT OF FEES ACTUALLY PAID TO AGENCY HEREUNDER DURING THE SPECIFIED CAMPAIGN PERIOD. NEITHER PARTY NOR ITS RESPECTIVE AFFILIATES, DIRECTORS, OFFICERS, MANAGERS, EMPLOYEES, AGENTS OR REPRESENTATIVES WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVEOR EXEMPLARY DAMAGES (INCLUDING LOSS OF PROFITS OR REVENUE, OR CONSEQUENTIAL DAMAGES INTERRUPTION OF BUSINESS) ARISING FROM, RELATED TO, OR IN CONNECTION WITH THIS THE AGREEMENT, THE AD PROGRAMS, THE SITES, OR THESE TERMS, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS SET FORTH IN THIS SECTION VIII SHALL APPLY REGARDLESS OF WHETHER THE LIABILITY ARISES OUT OF BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES NEGLIGENCE AND STRICT LIABILITY) OR ANY OTHER MATTER RELATING LEGAL THEORY. NEITHER PARTY SHALL BE LIABLE FOR NON-PERFORMANCE OR DELAY IN PERFORMANCE DUE TO CAUSES BEYOND ITS REASONABLE CONTROL, PROVIDED THAT SUCH PARTY USES COMMERCIALLY REASONABLE EFFORTS TO MITIGATE THE SPRINKLR SERVICESEFFECT OF SUCH NON-PERFORMANCE OR DELAY AND TO RESUME FULL PERFORMANCE HEREUNDER AS SOON AS PRACTICABLE.
7.2 EXCEPT FOR (i) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iii) A BREACH OF SECTION 2.8, IN NO EVENT SHALL THE TOTAL LIABILITY OF ONE PARTY TO THE OTHER PARTY FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE), ARISING FROM THIS AGREEMENT OR AGENCY’S AND/OR AGENCY’S CLIENTS’ USE OF THE SPRINKLR SERVICES, EXCEED, IN THE AGGREGATE, THE TOTAL FEES RECEIVED BY OR PAYABLE TO SPRINKLR FROM AGENCY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS IN THIS SECTION APPLY TO FEES DUE FOR THE SPRINKLR SERVICES UNDER THIS AGREEMENT.
7.3 Neither party will be liable to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure Event.
Appears in 4 contracts
Sources: Client Sales Agreement, Client Sales Agreement, Client Sales Agreement
Limitations of Liability. 7.1 IN NO EVENT SHALL EITHER PARTY TO THE EXTENT PERMITTED BY LAW AND UNLESS PROHIBITED BY LAW,
(A) YOU,ONSTAR AND THE WIRELESS SERVICE PROVIDERS WILL NOT BE LIABLE IN ANY WAY IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, PUNITIVE OR CONSEQUENTIAL DAMAGES OR AMOUNTS FOR LOSS OF INCOME, PROFITS OR SAVINGS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, (B)ONSTAR AND THE WIRELESS SERVICE PROVIDERS WILL NOT BE LIABLE IN ANY WAY ANY IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE AGREEMENT OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING TO THE SPRINKLR SERVICES.
7.2 EXCEPT SERVICES FOR (i) EITHER PARTY’S GROSS NEGLIGENCE ANY ACTION OR WILLFUL MISCONDUCT; INACTION OF THIRD PARTIES, (ii) ANY EVENTS BEYOND THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/REASONABLE CONTROL OFONSTAR OR THE WIRELESS SERVICE PROVIDERS, (iii) A BREACH ANY INJURIES TO PERSONS OR PROPERTY ARISING OUT OF SECTION 2.8OR RELATING TO YOUR USE OF THE SERVICES, IN NO EVENT SHALL THE TOTAL LIABILITY (iv) ANY DAMAGES ARISING OUT OF ONE PARTY OR RELATING TO THE INSTALLATION, REPAIR, UPDATES OR CHANGES TO SYSTEMS, SOFTWARE, OR OTHER EQUIPMENT PROVIDED BYONSTAR OR THE WIRELESS SERVICE PROVIDERS, (v) ANY CHANGE OR REDUCTION IN, OR ANY LOSS OF SERVICES CAUSED BY CHANGES IN SYSTEMS, SERVICES, OR INFRASTRUCTURE (SUCH AS THE WIRELESS SERVICE OR TECHNOLOGY INFRASTRUCTURE) THAT ARE MADE AVAILABLE BY THIRD PARTIES, AND (C)ONSTAR WILL NOT BE LIABLE IN ANY WAY IN CONNECTION WITH ANY THIRD PARTY SERVICES. TO THE EXTENT THATONSTAR OR ANY WIRELESS SERVICE PROVIDER ARE FOUND LIABLE FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER LIABILITIES OR EXPENSES IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE), ARISING FROM CONNECTION WITH THIS AGREEMENT OR AGENCY’S AND/THE SERVICES, AND TO THE EXTENT ALLOWED BY LAW AND UNLESS PROHIBITED BY LAW, YOU AGREE THATONSTAR'S AND THE WIRELESS SERVICE PROVIDER'S MAXIMUM AGGREGATE LIABILITY SHALL BE NO GREATER THAN $100.00. THESE LIMITS AND EXCLUSIONS APPLY EVEN IFONSTAR AND THE WIRELESS SERVICE PROVIDERS KNEW OR AGENCY’S CLIENTS’ USE SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF THE SPRINKLR SERVICESDAMAGES AND WHETHER ARISING BASED ON NEGLIGENCE, EXCEEDTORT, IN OR BREACH OF CONTRACT. THESE LIMITATIONS SURVIVE ANY TERMINATION OR EXPIRATION OF THE AGGREGATE, THE TOTAL FEES RECEIVED BY OR PAYABLE TO SPRINKLR FROM AGENCY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREINAGREEMENT, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS IN THIS SECTION APPLY TO FEES DUE FOR ANYONE USING THE SPRINKLR SERVICES UNDER THIS AGREEMENTOR MAKING A CLAIM ON YOUR BEHALF.
7.3 Neither party will be liable to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure Event.
Appears in 4 contracts
Sources: User Terms, User Terms for Connected Vehicle Services, User Terms for Connected Vehicle Services
Limitations of Liability. 7.1 IN 9.1 CATALENT SHALL HAVE NO EVENT SHALL EITHER PARTY BE LIABLE LIABILITY UNDER THIS AGREEMENT FOR ANY INDIRECTAND ALL CLAIMS FOR LOST, SPECIALDAMAGED OR DESTROYED DRUG OR OTHER CLIENT-SUPPLIED MATERIALS, INCIDENTALWHETHER OR NOT SUCH DRUG OR CLIENT-SUPPLIED MATERIALS ARE INCORPORATED INTO ZYDIS FORMULATIONS, PUNITIVE, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING TO THE SPRINKLR SERVICES.
7.2 EXCEPT FOR (i) EITHER PARTYARISING FROM CATALENT’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iii) A BREACH OF SECTION 2.8, .
9.2 CATALENT’S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL IN NO EVENT SHALL EXCEED THE TOTAL LIABILITY OF ONE FEES PAID UNDER THIS AGREEMENT BY CLIENT TO CATALENT FOR THE DEVELOPMENT PROGRAM. Nothing in this Section 9.2 or in any other provision of this Agreement shall, to the extent applicable, limit the liability of Catalent for (A) death or personal injury arising from Catalent’s or any of its Affiliate’s negligence, (B) for the fraud of Catalent, any of its Affiliates or any their respective Representatives, (C) any breach of Catalent’s obligations under s12 of the Sale of Goods ▇▇▇ ▇▇▇▇ or s2 of the Supply of Goods and Services ▇▇▇ ▇▇▇▇ or (D) any matter for which it would be illegal for Catalent or any of its Affiliates to exclude or to attempt to exclude liability.
9.3 NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY AND ALL DAMAGESINDIRECT, LOSSESINCIDENTAL, AND CAUSES SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR LOSS OF ACTION (REVENUES, PROFITS OR DATA ARISING OUT OF PERFORMANCE UNDER THIS AGREEMENT, WHETHER IN CONTRACT OR IN TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE), ARISING FROM THIS AGREEMENT OR AGENCY’S AND/OR AGENCY’S CLIENTS’ USE EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE SPRINKLR SERVICES, EXCEED, IN THE AGGREGATE, THE TOTAL FEES RECEIVED BY OR PAYABLE TO SPRINKLR FROM AGENCY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS POSSIBILITY OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS IN THIS SECTION APPLY TO FEES DUE FOR THE SPRINKLR SERVICES UNDER THIS AGREEMENTSUCH DAMAGES.
7.3 Neither party will be liable to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure Event.
Appears in 4 contracts
Sources: Zydis Development and License Agreement, Zydis Development and License Agreement (Biohaven Pharmaceutical Holding Co Ltd.), Zydis Development and License Agreement (Biohaven Pharmaceutical Holding Co Ltd.)
Limitations of Liability. 7.1 IN NO EVENT SHALL EITHER 10.1 NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENTOF ANY KIND OR NATURE, INCLUDING, WITHOUT LIMITATION, BUSINESS INTERRUPTION, REMOVAL, REINSTALLATION, OR REPROCUREMENT COSTS, LOSS OF PROFIT, REVENUE, DATA, CUSTOMERS, OR GOODWILL, OR CLIENT TECHNOLOGY DAMAGE, FAILURE OR MALFUNCTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS OF LIABILITY APPLY TO ALL CAUSES OF ACTION OR CLAIMS OF RELIEF UNDER ANY OTHER LEGAL OR EQUITABLE THEORY, INCLUDING WITHOUT LIMITATION LOSS TORT, INDEMNIFICATION, BREACH OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING TO THE SPRINKLR SERVICESCONTRACT, AND BREACH OF WARRANTY.
7.2 EXCEPT FOR (i) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iii) A BREACH OF SECTION 2.8, 10.2 IN NO EVENT SHALL THE TOTAL LIABILITY OF ONE PARTY TO THE OTHER PARTY CLIENT’S RECOVERY FROM WINMILL FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION CLAIM EXCEED (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE), ARISING FROM THIS AGREEMENT OR AGENCY’S AND/OR AGENCY’S CLIENTS’ USE OF I) THE SPRINKLR SERVICES, EXCEED, IN PURCHASE PRICE PAID FOR THE AGGREGATE, THE TOTAL FEES RECEIVED BY OR PAYABLE TO SPRINKLR FROM AGENCY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT PRODUCT GIVING RISE TO THE LIABILITYCLAIM, OR (II) THE AMOUNTS PAID FOR THE PRODUCT MAINTENANCE OR SERVICES GIVING RISE TO THE CLAIM THAT WERE PROVIDED DURING THE SIX (6) MONTHS PRECEDING THE CLAIM. AGENCY ACKNOWLEDGES THIS LIMITATION IS CUMULATIVE AND NOT PER INCIDENT. THE PARTIES ACKNOWLEDGE AND AGREE THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON ALL OF THE LIMITATIONS ARE AN ESSENTIAL ELEMENT OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREINTHIS AGREEMENT, AND THAT THE SAME FORM AN ESSENTIAL BASIS PRICES OF SERVICES AND PRODUCTS ARE DETERMINED IN PART BY TAKING INTO ACCOUNT THE EXISTENCE OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS IN THIS SECTION APPLY TO FEES DUE FOR THE SPRINKLR SERVICES UNDER THIS AGREEMENTLIMITATIONS.
7.3 Neither party will be liable to the other for any failure to perform, or delay in 10.3 No action arising out of the performance of, of any obligation under Services pursuant to this Agreement caused may be brought by a Force Majeure Event.either party more than two (2) years after
Appears in 4 contracts
Sources: Services Agreement, Services Agreement, Services Agreement
Limitations of Liability. 7.1 9.1. EXCEPT FOR DAMAGES ARISING OUT OF (I) A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS HEREUNDER, (II) A PARTY’S MISAPPROPRIATION OF THE OTHER PARTY’S IP RIGHTS, OR (iii) WHERE A CLAIM RESULTS FROM INTENTIONAL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING TO THE SPRINKLR SERVICES.
7.2 EXCEPT FOR (i) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iii) A BREACH OF SECTION 2.8, IN NO EVENT SHALL THE TOTAL LIABILITY OF ONE PARTY TO THE OTHER PARTY FOR ANY AND ALL INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, LOSSES, AND CAUSES REGARDLESS OF ACTION (WHETHER IN CONTRACT OR TORTTHE NATURE OF THE CLAIM, INCLUDING, BUT NOT LIMITED TOWITHOUT LIMITATION, NEGLIGENCE LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, OR OTHERWISE)COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, ARISING EVEN IF THE PARTY FROM WHOM SUCH DAMAGES ARE SOUGHT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT OR AGENCYHAVE BEEN BREACHED.
9.2. EXCEPT FOR DAMAGES ARISING OUT OF (I) A PARTY’S AND/OR AGENCYBREACH OF ITS CONFIDENTIALITY OBLIGATIONS HEREUNDER, (II) A PARTY’S CLIENTS’ USE MISAPPROPRIATION OF THE SPRINKLR SERVICESOTHER PARTY’S IP RIGHTS, EXCEEDOR (iii) WHERE A CLAIM RESULTS FROM INTENTIONAL MISCONDUCT OR GROSS NEGLIGENCE, IN EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE AGGREGATEFORM OF ACTION, SHALL NEVER EXCEED THE TOTAL FEES RECEIVED AMOUNT PAID BY OR PAYABLE CUSTOMER TO SPRINKLR FROM AGENCY COMPANY UNDER THIS AGREEMENT IN DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE BEFORE ANY EVENT GIVING RISE TO A CLAIM BY THE OTHER PARTY HEREUNDER. EACH PARTY HEREBY RELEASES THE OTHER PARTY FROM ALL OBLIGATIONS, LIABILITY. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO , CLAIMS, OR DEMANDS IN EXCESS OF THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS IN THIS SECTION APPLY TO FEES DUE FOR THE SPRINKLR SERVICES UNDER THIS AGREEMENTLIMITATION.
7.3 Neither party will be liable to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure Event.
Appears in 3 contracts
Sources: Digital Ticket Sales Agreement, Digital Ticket Sales Agreement, Digital Ticket Sales Agreement
Limitations of Liability. 7.1 IN NO EVENT SHALL EITHER TO THE EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECTLOST PROFITS, GOODWILL, OR REVENUES OR FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INCIDENTALINDIRECT, PUNITIVECOVER, BUSINESS INTERRUPTION, OR CONSEQUENTIAL PUNITIVE DAMAGES IN CONNECTION WITH ANY CLAIM OF ANY NATURE, WHETHER IN CONTRACT, TORT, OR UNDER ANY THEORY OF LIABILITY, ARISING UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION LOSS EVEN IF A PARTY HAS BEEN GIVEN ADVANCE NOTICE OF REVENUE SUCH POSSIBLE DAMAGES OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING IF A PARTY’S REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. TO THE SPRINKLR SERVICES.
7.2 EXCEPT FOR (i) EITHER EXTENT PERMITTED BY LAW, EACH PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iii) A BREACH OF SECTION 2.8, IN NO EVENT SHALL THE TOTAL ENTIRE LIABILITY OF ONE PARTY TO THE OTHER PARTY FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE), ARISING FROM THIS AGREEMENT OR AGENCY’S AND/OR AGENCY’S CLIENTS’ USE OF THE SPRINKLR SERVICES, EXCEED, IN THE AGGREGATE, THE TOTAL FEES RECEIVED BY OR PAYABLE TO SPRINKLR FROM AGENCY UNDER THIS AGREEMENT IN WILL NOT EXCEED THE FEES PAID BY CUSTOMER TO SMARTSHEET UNDER THIS AGREEMENT FOR THE SERVICES GIVING RISE TO THE LIABILITY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE PRIOR TO THE LIABILITY. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON DATE ON WHICH THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIESAROSE. THE PARTIES AGREE THAT EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. THE LIMITATIONS FOREGOING EXCLUSIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS LIMITS IN THIS SECTION 9 SHALL NOT APPLY TO FEES DUE LIABILITY OR OBLIGATIONS ARISING UNDER SECTIONS 1.2 (RESTRICTIONS) OR 8 (INDEMNIFICATION), INFRINGEMENT OR MISAPPROPRIATION BY A PARTY OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, OR CUSTOMER’S OBLIGATION TO PAY FOR THE SPRINKLR SERVICES OR TAXES UNDER THIS AGREEMENT.
7.3 Neither party will be liable to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure Event.
Appears in 3 contracts
Sources: User Agreement, User Agreement, User Agreement
Limitations of Liability. 7.1 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT8.1 Company will not be liable for any loss or damage of any kind whatsoever caused by the acts, SPECIALomissions, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING negligence or willful misconduct of Customer.
8.2 TO THE SPRINKLR SERVICES.
7.2 EXCEPT FOR (i) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iii) A BREACH OF SECTION 2.8MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY OR ITS SUPPLIERS, VENDORS, OR SERVICE PROVIDERS, INCLUDING ANY UNDERLYING WIRELESS SERVICE CARRIER (COLLECTIVELY, THE TOTAL LIABILITY OF ONE PARTY “SERVICE PROVIDERS”) BE LIABLE TO THE OTHER CUSTOMER OR ANY THIRD PARTY FOR ANY AND ALL SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, INDIRECT OR OTHER ENHANCED DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED WITHOUT LIMITATION, DAMAGES FOR PERSONAL INJURY, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, LOSS OF DATA (INCLUDING COSTS OF DATA RECOVERY OR RECONSTRUCTION) AND BUSINESS INTERRUPTION, ARISING OUT OF, OR RELATING TO, NEGLIGENCE OR IN CONNECTION WITH THE SYSTEM OR THE SERVICES, INCLUDING ANY USE OF, DISRUPTION TO OR INABILITY TO USE THE SYSTEM OR THE SERVICES, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE), ARISING FROM THIS AGREEMENT OR AGENCY’S AND/OR AGENCY’S CLIENTS’ USE OF ) UPON WHICH THE SPRINKLR SERVICES, EXCEED, CLAIM IS BASED. IN THE AGGREGATEANY CASE, THE TOTAL FEES RECEIVED BY OR PAYABLE TO SPRINKLR FROM AGENCY ENTIRE AGGREGATE LIABILITY OF COMPANY AND ITS SUPPLIERS, VENDORS, AND SERVICE PROVIDERS UNDER THIS AGREEMENT (AND ANY SUBSCRIPTION AGREEMENT) FOR ALL DAMAGES OF EVERY KIND AND TYPE (WHETHER SUCH DAMAGES ARISE IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) SHALL BE LIMITED TO FIVE HUNDRED DOLLARS ($500).
8.3 THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS LIMITATION OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES PROVISIONS SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND SECTION 8 SHALL APPLY EVEN IF FOUND TO HAVE FAILED OF THE CUSTOMER’S REMEDIES UNDER THIS AGREEMENT FAIL THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS IN THIS SECTION APPLY TO FEES DUE FOR THE SPRINKLR SERVICES UNDER THIS AGREEMENTCustomer acknowledges and agrees that the parties entered into this Agreement and each Subscription Agreement in reliance upon the limitations of liability set forth in this Section 8, that the same reflect an allocation of risk between the parties (including the risk that a contract remedy may fail its essential purpose and cause consequential loss), and that the same form an essential basis of the bargain between the parties.
7.3 Neither party will be liable to the other for any failure to perform8.4 CUSTOMER HAS NO CONTRACTUAL RELATIONSHIP WITH COMPANY’S SERVICE PROVIDERS AND CUSTOMER IS NOT A THIRD-PARTY BENEFICIARY OF ANY AGREEMENT BETWEEN COMPANY AND ITS SERVICE PROVIDERS. CUSTOMER UNDERSTANDS AND AGREES THAT COMPANY’S SERVICE PROVIDERS HAVE NO LIABILITY OF ANY KIND TO CUSTOMER, or delay in the performance ofWHETHER FOR BREACH OF CONTRACT, any obligation under this Agreement caused by a Force Majeure EventWARRANTY, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE. EXCEPT AS OTHERWISE PROHIBITED BY ANY LAWS FROM DOING SO, CUSTOMER AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS COMPANY’S SERVICE PROVIDERS AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS AGAINST ANY AND ALL CLAIMS (INCLUDING WITHOUT LIMITATION CLAIMS FOR LIBEL, SLANDER, OR ANY PROPERTY DAMAGE, PERSONAL INJURY OR DEATH) AND RELATED LOSSES (AS DEFINED IN SECTION 3.4, ABOVE), ARISING IN ANY WAY, DIRECTLY OR INDIRECTLY, IN CONNECTION WITH THE USE, FAILURE TO USE, OR INABILITY TO USE THE SERVICES EXCEPT WHERE THE CLAIMS RESULT FROM SUCH SERVICE PROVIDERS’ NEGLIGENCE OR RECKLESS OR WILLFUL MISCONDUCT. CUSTOMER HAS NO PROPERTY RIGHT IN ANY ACCOUNT NUMBER OR OTHER ACCOUNT CREDENTIALS ASSIGNED TO IT, AND UNDERSTANDS THAT ANY SUCH NUMBER OR OTHER ACCOUNT CREDENTIALS CAN BE CHANGED. CUSTOMER UNDERSTANDS THAT COMPANY’S SERVICE PROVIDERS CANNOT GUARANTEE THE SECURITY OF WIRELESS TRANSMISSIONS TO CUSTOMER, AND WILL NOT BE LIABLE TO CUSTOMER FOR ANY LACK OF SECURITY RELATING TO THE USE OF THE SERVICES. THE CUSTOMER MAY NOT RESELL THE SERVICE TO ANY OTHER PARTY.
Appears in 3 contracts
Sources: Data Systems Agreement, Data Systems Agreement, Data Systems Agreement
Limitations of Liability. 7.1 NOTHING IN NO EVENT THIS AGREEMENT SHALL EITHER LIMIT OR EXCLUDE LIABILITY FOR PERSONAL INJURY OR DEATH CAUSED BY NEGLIGENCE, FOR FRAUD OR FRAUDULENT MISREPRESENTATION OR FOR LIABILITY WHICH MAY NOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW. SUBJECT TO THE FOREGOING, BUT NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR ANY (A) COST OF PROCUREMENT OF ANY SUBSTITUTE PRODUCTS OR SERVICES, OR COST OF REPLACEMENT OR RESTORATION OF ANY CUSTOMER DATA, (B) ECONOMIC LOSSES, EXPECTED OR LOST PROFITS, REVENUE, OR ANTICIPATED SAVINGS, LOSS OF BUSINESS, LOSS OF CONTRACTS, LOSS OF OR DAMAGE TO GOODWILL OR REPUTATION, AND/OR (C) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH LOSS OR DAMAGE, WHETHER ARISING OUT OF PERFORMANCE OR BREACH OF THIS AGREEMENTAGREEMENT OR THE USE OR INABILITY TO USE THE PALANTIR TECHNOLOGY, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING EVEN IF THE PARTY HAS BEEN ADVISED AS TO THE SPRINKLR SERVICES.
7.2 POSSIBILITY OF SUCH LOSS OR DAMAGES. EXCEPT FOR (i) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iii) A BREACH ' OBLIGATIONS SET FORTH IN SECTIONS 5 AND 9.2 OF SECTION 2.8THIS AGREEMENT AND CUSTOMER'S PAYMENT OBLIGATIONS HEREUNDER, IN NO EVENT SHALL TO THE TOTAL MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY AGREES THAT THE MAXIMUM AGGREGATE LIABILITY OF ONE EITHER PARTY AND ITS AFFILIATES TO THE OTHER PARTY AND ITS AFFILIATES FOR ALL CLAIMS OF ANY AND ALL DAMAGES, LOSSES, AND CAUSES KIND SHALL NOT EXCEED THE GREATER OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE), ARISING FROM THIS AGREEMENT OR AGENCY’S AND/OR AGENCY’S CLIENTS’ USE OF A) THE SPRINKLR SERVICES, EXCEED, IN THE AGGREGATE, THE TOTAL FEES RECEIVED BY PAID OR PAYABLE TO SPRINKLR FROM AGENCY PALANTIR BY CUSTOMER UNDER THIS THE AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING CLAIM FOR THE SERVICE OR PROFESSIONAL SERVICES THAT GAVE RISE TO THE LIABILITY. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREINSUCH CLAIM OR B) ONE HUNDRED THOUSAND DOLLARS (USD 100,000), AND THAT SUCH REMEDY IS FAIR AND ADEQUATE. NOTWITHSTANDING THE SAME FORM AN ESSENTIAL BASIS OF FOREGOING SENTENCE, IF NO FEES ARE PAYABLE BY CUSTOMER DURING THE BARGAIN BETWEEN TERM, EXCEPT FOR THE PARTIES’ OBLIGATIONS SET FORTH IN SECTIONS 5 AND 9.2 OF THIS AGREEMENT AND CUSTOMER’S PAYMENT OBLIGATIONS HEREUNDER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY AGREES THAT THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY AND ITS AFFILIATES TO THE OTHER PARTY AND ITS AFFILIATES FOR ALL CLAIMS OF ANY KIND SHALL NOT EXCEED FIFTY THOUSAND DOLLARS (USD 50,000), AND THAT SUCH REMEDY IS FAIR AND ADEQUATE. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS SET FORTH IN THIS SECTION 12 SHALL APPLY TO FEES DUE FOR THE SPRINKLR SERVICES UNDER THIS AGREEMENTREGARDLESS OF WHETHER AN ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY.
7.3 Neither party will be liable to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure Event.”
Appears in 3 contracts
Sources: Terms of Service, Terms of Service, Terms of Service
Limitations of Liability. 7.1 (a) EXCEPT WITH RESPECT TO ANY INDEMNIFICATION OBLIGATIONS HEREUNDER FOR THIRD PARTY CLAIMS UNDER SECTION 11.1 OR IN NO THE EVENT SHALL EITHER OF GSK'S WILLFUL MISCONDUCT PURSUANT TO SECTION 11.4(B), GSK'S TOTAL, AGGREGATE LIABILITY FOR ALL CLAIMS BETWEEN THE PARTIES (I.E., NOT BASED ON A THIRD PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH LOSS) ARISING UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING TO THE SPRINKLR SERVICESOTHERWISE, SHALL NOT EXCEED [***] DOLLARS ($[***]).
7.2 (b) EXCEPT FOR (i) EITHER PARTY’S GROSS NEGLIGENCE OR ONLY IN THE EVENT OF GSK'S WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iii) A BREACH OF SECTION 2.8, IN GSK SHALL HAVE NO EVENT SHALL THE TOTAL LIABILITY OF ONE PARTY TO THE OTHER PARTY FOR ANY AND ALL DAMAGES, LOSSESCLAIM FOR FAILURE TO SUPPLY OR DELAYED SUPPLY OF ANY PRODUCT, AND CAUSES PROMETHEUS' EXCLUSIVE REMEDIES FOR FAILURE TO SUPPLY OR DELAYED SUPPLY OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE), ARISING FROM THIS AGREEMENT OR AGENCY’S AND/OR AGENCY’S CLIENTS’ USE OF ANY PRODUCT ARE THE SPRINKLR SERVICES, EXCEED, IN DISCOUNT UNDER SECTION 3.7 AND THE AGGREGATE, THE TOTAL FEES RECEIVED BY OR PAYABLE RIGHT TO SPRINKLR FROM AGENCY UNDER TERMINATE THIS AGREEMENT IN ACCORDANCE WITH THE TWELVE TERMS OF SECTION 14.2.
(12c) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE EXCEPT WITH RESPECT TO THE LIABILITY. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF ANY INDEMNIFICATION OBLIGATIONS HEREUNDER FOR THIRD PARTY CLAIMS UNDER SECTION 11.2, PROMETHEUS' TOTAL, AGGREGATE LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN FOR ALL CLAIMS BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS IN THIS SECTION APPLY TO FEES DUE FOR THE SPRINKLR SERVICES (I.E., NOT BASED ON A THIRD PARTY LOSS) ARISING UNDER THIS AGREEMENT.
7.3 Neither party will be liable , WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, SHALL NOT EXCEED [***] DOLLARS ($[***]). *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure Eventomitted portions.
Appears in 3 contracts
Sources: Supply Agreement (Prometheus Laboratories Inc), Supply Agreement (Prometheus Laboratories Inc), Supply Agreement (Prometheus Laboratories Inc)
Limitations of Liability. 7.1 8.1 THE TOTAL LIABILITY OF PHILIPS ARISING UNDER OR IN NO EVENT CONNECTION WITH THE PARTS AND SERVICES FOR ANY BREACH OF CONTRACTUAL OBLIGATIONS, WARRANTY, TORT (INCLUDING NEGLIGENCE), UNLAWFUL ACT, OR OTHERWISE IN CONNECTION WITH THE SERVICE IS LIMITED TO THE ACTUAL PURCHASE PRICE RECEIVED FOR THE SERVICE THAT GAVE RISE TO THE CLAIM.
8.2 PHILIPS SHALL EITHER PARTY NOT BE LIABLE FOR ANY INDIRECT, SPECIALPUNITIVE, INCIDENTAL, PUNITIVEEXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, AND/OR FOR ANY DAMAGES INCLUDING LOSS OF DATA, PROFITS, REVENUE, BUSINESS INTERRUPTION OR USE IN CONNECTION WITH THIS AGREEMENTOR ARISING OUT OF THESE CONDITIONS OF SERVICE, REGARDLESS OF WHETHER THEY ARE FORESEEABLE OR NOT AND WHETHER THE CLAIM IS MADE IN TORT (INCLUDING WITHOUT LIMITATION LOSS NEGLIGENCE), BREACH OF REVENUE CONTRACT, INDEMNITY, AT LAW OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING IN EQUITY. NEITHER
8.3 THE EXCLUSION OF LIABILITY IN THESE CONDITIONS OF SERVICE SHALL ONLY APPLY TO THE SPRINKLR SERVICESEXTENT ALLOWED UNDER THE APPLICABLE LAW.
7.2 EXCEPT FOR (i) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) 8.4 THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iii) A BREACH OF SECTION 2.8, IN NO EVENT SHALL THE TOTAL LIABILITY OF ONE PARTY FOLLOWING ARE NOT SUBJECT TO THE OTHER PARTY FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE), ARISING FROM THIS AGREEMENT OR AGENCY’S AND/OR AGENCY’S CLIENTS’ USE OF THE SPRINKLR SERVICES, EXCEED, IN THE AGGREGATE, THE TOTAL FEES RECEIVED BY OR PAYABLE TO SPRINKLR FROM AGENCY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND UNDER SECTION 8.1:
8.4.1 THIRD-PARTY CLAIMS FOR DIRECT DAMAGES FOR BODILY INJURY OR DEATH TO THE DISCLAIMERS EXTENT CAUSED BY PHILIPS’ NEGLIGENCE OR PROVEN PRODUCT DEFECT.
8.4.2 CLAIMS OF WARRANTIES AND DAMAGES SET FORTH HEREINTANGIBLE PROPERTY DAMAGE REPRESENTING THE ACTUAL COST TO REPAIR PHYSICAL PROPERTY TO THE EXTENT CAUSED BY PHILIPS NEGLIGENCE OR PROVEN PRODUCT DEFECT.
8.4.3 OUT-OF-POCKET COSTS INCURRED BY CUSTOMER TO PROVIDE PATIENT NOTIFICATIONS, AND THAT REQUIRED BY LAW, TO THE SAME FORM AN ESSENTIAL EXTENT SUCH NOTICES ARE CAUSED BY PHILIPS UNAUTHORIZED DISCLOSURE OF PROTECTED HEALTH INFORMATION OR PERSONAL HEALTH INFORMATION.
8.4.4 FINES/PENALTIES LEVIED AGAINST CUSTOMER BY GOVERNMENT AGENCIES CITING PHILIPS’ UNAUTHORIZED DISCLOSURE OF PROTECTED HEALTH INFORMATION OR PERSONAL HEALTH INFORMATION AS THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT FINE/PENALTY; ANY SUCH FINES OR PENALTIES SHALL THE LIMITATIONS IN THIS SECTION APPLY TO FEES DUE FOR THE SPRINKLR SERVICES UNDER THIS AGREEMENTCONSTITUTE DIRECT DAMAGES.
7.3 Neither party will be liable to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure Event.
Appears in 3 contracts
Sources: Customer Service Agreement, Customer Service Agreement, Customer Service Agreement
Limitations of Liability. 7.1 IN NO EVENT 14.1. EXCLUSION OF DAMAGES. LICENSOR AND ITS LICENSORS, SERVICE LICENSORS AND SUPPLIERS SHALL EITHER PARTY NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, UNDER OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENTAGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTY, MISREPRESENTATIONS OR OTHERWISE, FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE OR ANTICIPATED PROFITS PROFIT OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING TO THE SPRINKLR SERVICES.
7.2 EXCEPT FOR (i) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCTDIMINUTION IN VALUE; (iib) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/SERVICES, (c) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY, OR (iiid) A BREACH OF SECTION 2.8CONSEQUENTIAL, IN NO EVENT SHALL THE TOTAL LIABILITY OF ONE PARTY TO THE OTHER PARTY FOR ANY AND ALL INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES, LOSSESREGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND CAUSES NOTWITHSTANDING THE FAILURE OF ACTION (WHETHER IN CONTRACT ANY AGREED OR TORTOTHER REMEDY OF ITS ESSENTIAL PURPOSE. BOTH PARTIES UNDERSTAND AND AGREE THAT THE REMEDIES AND LIMITATIONS HEREIN ALLOCATE THE RISKS OF PRODUCT AND SERVICE NONCONFORMITY BETWEEN THE PARTIES AS AUTHORIZED BY LAW. THE FEES HEREIN REFLECT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE), ARISING FROM THIS AGREEMENT OR AGENCY’S AND/OR AGENCY’S CLIENTS’ USE OF THE SPRINKLR SERVICES, EXCEED, IN THE AGGREGATE, THE TOTAL FEES RECEIVED BY OR PAYABLE TO SPRINKLR FROM AGENCY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS AND ARE SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS UPON, THIS ALLOCATION OF LIABILITY RISK AND THE DISCLAIMERS EXCLUSION OF WARRANTIES AND CONSEQUENTIAL DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS IN THIS SECTION APPLY TO FEES DUE FOR THE SPRINKLR SERVICES UNDER THIS AGREEMENT.
7.3 Neither party will be liable to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure Event.
Appears in 3 contracts
Sources: User Agreement, User Agreement, User Agreement
Limitations of Liability. 7.1 IN NO EVENT SHALL EITHER PARTY (a) JETBRAINS WILL NOT BE LIABLE TO SUBSCRIBER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, INCIDENTAL, PUNITIVECONSEQUENTIAL, OR CONSEQUENTIAL EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR DATA), EVEN IF JETBRAINS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, JETBRAINS WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH:
(i) SUBSCRIBER’S INABILITY TO USE THE SERVICE AND/OR SOFTWARE, INCLUDING AS A RESULT OF ANY TERMINATION OR SUSPENSION OF THIS AGREEMENT OR SUBSCRIBER’S USE OF SERVICE AND/OR SOFTWARE;
(ii) JETBRAINS’ DISCONTINUATION OF PROVIDING SERVICE AND/OR SOFTWARE;
(iii) ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF SERVICE AND/OR SOFTWARE FOR ANY REASON, INCLUDING AS A RESULT OF POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS;
(iv) THE COST OF PROCUREMENT OF A SUBSTITUTE SERVICE OR SOFTWARE;
(v) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY SUBSCRIBER IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION LOSS AGREEMENT OR SUBSCRIBER’S USE OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING ACCESS TO THE SPRINKLR SERVICES.
7.2 EXCEPT FOR (i) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; SERVICE AND/OR SOFTWARE; OR
(iiivi) A BREACH OF SECTION 2.8, IN NO EVENT SHALL THE TOTAL LIABILITY OF ONE PARTY TO THE OTHER PARTY FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED UNAUTHORIZED ACCESS TO, NEGLIGENCE ALTERATION OF, OR OTHERWISE)THE DELETION, ARISING FROM THIS AGREEMENT DESTRUCTION, DAMAGE, LOSS, OR AGENCYFAILURE TO STORE ANY OF SUBSCRIBER’S AND/OR AGENCY’S CLIENTSDATA.
(b) IN ANY CASE, JETBRAINS’ USE OF THE SPRINKLR SERVICES, EXCEED, IN THE AGGREGATE, THE TOTAL FEES RECEIVED BY OR PAYABLE TO SPRINKLR FROM AGENCY AGGREGATE LIABILITY UNDER THIS AGREEMENT IN WILL BE LIMITED TO THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING AMOUNT THAT SUBSCRIBER ACTUALLY PAID TO JETBRAINS UNDER THIS AGREEMENT FOR THE EVENT GIVING SERVICE THAT GAVE RISE TO THE LIABILITYCLAIM DURING THE 12 MONTHS PRECEDING THE CLAIM. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT LIMITATION WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED JETBRAINS HAS BEEN ADVISED OF THEIR THE POSSIBILITY OF LIABILITY EXCEEDING SUCH AMOUNT AND NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS IN THIS SECTION APPLY TO FEES DUE FOR THE SPRINKLR SERVICES UNDER THIS AGREEMENTPURPOSE OF ANY LIMITED REMEDY.
7.3 Neither party (c) JetBrains will not be liable to the other for any delay or failure to perform, or delay in the performance of, perform any obligation under this Agreement caused by a Force Majeure Eventwhere the delay or failure results from any cause beyond JetBrains’ reasonable control, including, but not limited to, acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquakes, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
Appears in 3 contracts
Sources: Terms of Service, Terms of Service, Terms of Service
Limitations of Liability. 7.1 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING TO ▇▇.▇. ▇▇ THE SPRINKLR SERVICES.
7.2 EXCEPT FOR (i) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iii) A BREACH OF SECTION 2.8MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS SAAS AGREEMENT EXCEED THE TOTAL LIABILITY AMOUNT OF ONE PARTY FEES PAID OR PAYABLE BY CUSTOMER UNDER THE ORDER GIVING RISE TO THE OTHER PARTY CLAIM FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE), ARISING FROM THIS AGREEMENT OR AGENCY’S AND/OR AGENCY’S CLIENTS’ USE OF THE SPRINKLR SERVICES, EXCEED, IN THE AGGREGATE, THE TOTAL FEES RECEIVED BY OR PAYABLE TO SPRINKLR FROM AGENCY UNDER THIS AGREEMENT IN THE TWELVE (12) 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATION SHALL APPLY WHETHER AN ACTION IS IN CONTRACT, TORT, OR OTHERWISE AND REGARDLESS OF THE THEORY OF LIABILITY.
(a) NOTWITHSTANDING THE LIMITATIONS SET FORTH IN SECTION 10.1, NEITHER PARTY EXCLUDES OR LIMITS ITS LIABILITY FOR:
(i) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 11 (INDEMNIFICATION);
(ii) DAMAGES RESULTING FROM EITHER PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD;
(iii) DAMAGES RESULTING FROM EITHER PARTY’S BREACH OF SECTION 8 (CONFIDENTIALITY); OR
(iv) CUSTOMER’S PAYMENT OBLIGATIONS.
▇▇.▇. AGENCY ACKNOWLEDGES ▇▇ THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING (BY WAY OF EXAMPLE AND NOT AN EXHAUSTIVE LIST), LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, LOSS OF USE, OR OTHER COMMERCIAL DAMAGES OR LOSSES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS SAAS AGREEMENT, HOWEVER CAUSED AND WHETHER IN CONTRACT, TORT, OR OTHERWISE AND REGARDLESS OF THE THEORY OF LIABILITY AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NOTWITHSTANDING THE IMMEDIATELY PRECEDING SENTENCE, THE FOLLOWING SHALL BE EXCLUDED FROM THE LIMITATIONS SET FORTH IN THIS SECTION 10.2:
(A) DAMAGES RESULTING FROM EITHER PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD; AND
(B) DAMAGES RESULTING FROM EITHER PARTY’S BREACH OF SECTION 8 (CONFIDENTIALITY).
10.3. THE LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES STATED HEREIN WILL APPLY REGARDLESS OF THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. BOTH PARTIES HEREUNDER SPECIFICALLY ACKNOWLEDGE THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES STATED HEREIN ARE REFLECTED IN THE DISCLAIMERS OF WARRANTIES PRICING AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE BUT FOR SUCH LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND EXCLUSIONS, SAILPOINT WOULD NOT HAVE MADE THE SERVICES AVAILABLE TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS IN THIS SECTION APPLY TO FEES DUE FOR THE SPRINKLR SERVICES UNDER THIS AGREEMENTCUSTOMER.
7.3 Neither party will be liable to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure Event.
Appears in 3 contracts
Sources: Software as a Service Agreement, Software as a Service Agreement, Software as a Service Agreement
Limitations of Liability. 7.1 EXCEPT AS PROVIDED IN SECTION 8(c), AND EXCEPT TO THE EXTENT PROHIBITED BY LAW:
(1) A PARTY HAS NO EVENT SHALL EITHER LIABILITY TO THE OTHER PARTY BE LIABLE OR TO THIRD PARTIES FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVEINDIRECT, EXEMPLARY, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING TO THE SPRINKLR SERVICES.
7.2 EXCEPT FOR (i) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iii) A BREACH OF SECTION 2.8, IN NO EVENT SHALL THE TOTAL LIABILITY OF ONE PARTY TO THE OTHER PARTY FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE LOSS OF USE, LOSS OF BUSINESS, LOSS OF PROFITS OR REVENUE, GOODWILL OR SAVINGS, OR DAMAGE TO, LOSS OF OR REPLACEMENT OF DATA OR, COST OF PROCUREMENT OF SUBSTITUTE SERVICES) RELATING IN ANY MANNER TO THE SERVICES (WHETHER ARISING FROM CLAIMS BASED IN CONTRACT, TORT OR OTHERWISE), ARISING FROM THIS AGREEMENT EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM OR AGENCY’S AND/OR AGENCY’S CLIENTS’ DAMAGE;
(2) IN ANY CASE, COMPANY'S ENTIRE LIABILITY RELATING IN ANY MANNER TO THE SERVICES, INCLUDING THE USE OF THE SPRINKLR SERVICESSYSTEM, EXCEEDREGARDLESS OF THE FORM OR NATURE OF THE CLAIM, IS LIMITED IN THE AGGREGATE, AGGREGATE TO THE TOTAL FEES RECEIVED BY OR PAYABLE ACTUALLY PAID TO SPRINKLR FROM AGENCY COMPANY UNDER THIS AGREEMENT IN DURING THE TWELVE SIX (126) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE PRIOR TO THE LIABILITYCLAIM ARISING; AND
(3) COMPANY IS NOT LIABLE TO CLIENT OR A THIRD PARTY FOR DIRECT OR INDIRECT DAMAGES OF ANY KIND ARISING OUT OF THE ACTS OR OMISSIONS OF NETWORK MEMBERS OR AFFILIATED REPRESENTATIVES EXCEPT AS EXPRESSLY PERMITTED IN THIS AGREEMENT. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS AND LIMITATIONS CONTAINED IN THIS SECTION 8 ARE A FUNDAMENTAL PART OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN HEREUNDER, AND COMPANY WOULD NOT PROVIDE THE PARTIES. SERVICES TO CLIENT AND CLIENT WOULD NOT ENGAGE THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS IN THIS SECTION APPLY TO FEES DUE FOR THE SPRINKLR COMPANY’S SERVICES UNDER THIS AGREEMENTWITHOUT THEM.
7.3 Neither party will be liable to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure Event.
Appears in 3 contracts
Sources: Master Services Agreement (SlideBelts Inc.), Master Services Agreement (Hylete, Inc.), Master Services Agreement
Limitations of Liability. 7.1 IN NO EVENT SHALL EITHER PARTY COMPANY WILL NOT BE LIABLE TO CUSTOMER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, INCIDENTALCONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, PUNITIVEREVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR CONSEQUENTIAL DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, COMPANY WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) CUSTOMER INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) COMPANY DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION LOSS AGREEMENT OR CUSTOMER USE OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING ACCESS TO THE SPRINKLR SERVICES.
7.2 EXCEPT FOR (i) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCTSERVICE OFFERINGS; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iiiD) A BREACH OF SECTION 2.8, IN NO EVENT SHALL THE TOTAL LIABILITY OF ONE PARTY TO THE OTHER PARTY FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED UNAUTHORIZED ACCESS TO, NEGLIGENCE ALTERATION OF, OR OTHERWISE)THE DELETION, ARISING FROM THIS AGREEMENT DESTRUCTION, DAMAGE, LOSS OR AGENCY’S AND/FAILURE TO STORE ANY CUSTOMER CONTENT OR AGENCY’S CLIENTS’ USE OF THE SPRINKLR SERVICESDATA. IN ANY CASE, EXCEED, IN THE AGGREGATE, THE TOTAL FEES RECEIVED BY OR PAYABLE TO SPRINKLR FROM AGENCY COMPANY AGGREGATE LIABILITY UNDER THIS AGREEMENT IN WILL NOT EXCEED THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING AMOUNT CUSTOMER ACTUALLY PAYS COMPANY UNDER THIS AGREEMENT FOR THE EVENT GIVING SERVICE THAT GAVE RISE TO THE LIABILITY. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON CLAIM DURING THE LIMITATIONS OF 12 MONTHS BEFORE THE LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS IN THIS SECTION APPLY TO FEES DUE FOR THE SPRINKLR SERVICES UNDER THIS AGREEMENTAROSE.
7.3 Neither party will be liable to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure Event.
Appears in 2 contracts
Limitations of Liability. 7.1 (a) EXCEPT WITH RESPECT TO ANY INDEMNIFICATION OBLIGATIONS HEREUNDER FOR THIRD PARTY CLAIMS UNDER SECTION 11.1 OR IN THE EVENT OF GSK'S WILLFUL MISCONDUCT PURSUANT TO SECTION 11.4(B), GSK'S TOTAL, AGGREGATE LIABILITY FOR ALL CLAIMS BETWEEN THE PARTIES (I.E., NOT BASED ON A THIRD PARTY LOSS) ARISING UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, SHALL NOT EXCEED [***] DOLLARS ($[***]).
(b) EXCEPT ONLY IN THE EVENT OF GSK'S WILLFUL MISCONDUCT, GSK SHALL HAVE NO LIABILITY FOR ANY CLAIM FOR FAILURE TO SUPPLY OR DELAYED SUPPLY OF ANY PRODUCT, AND PROMETHEUS' EXCLUSIVE REMEDIES FOR FAILURE TO SUPPLY OR DELAYED SUPPLY OF ANY PRODUCT ARE THE DISCOUNT UNDER SECTION 3.7 AND THE RIGHT TO TERMINATE THIS AGREEMENT IN ACCORDANCE WITH THE TERMS OF SECTION 14.2.
(c) EXCEPT WITH RESPECT TO ANY INDEMNIFICATION OBLIGATIONS HEREUNDER FOR THIRD PARTY CLAIMS UNDER SECTION 11.2, PROMETHEUS' TOTAL, AGGREGATE LIABILITY FOR ALL CLAIMS BETWEEN THE PARTIES (I.E., NOT BASED ON A THIRD PARTY LOSS) ARISING UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, SHALL NOT EXCEED [***] DOLLARS ($[***]). *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
(d) IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER, FOR ANY INDIRECT, SPECIALCONSEQUENTIAL, INCIDENTAL, PUNITIVE, LIQUIDATED OR CONSEQUENTIAL INDIRECT DAMAGES IN CONNECTION WITH THIS AGREEMENTOR LOSSES, INCLUDING WITHOUT LIMITATION ANY LOSS OF REVENUE PROFITS, EARNINGS, GOODWILL, SAVINGS OR ANTICIPATED PROFITS BUSINESS SUFFERED BY PROMETHEUS OR LOST BUSINESS OR LOST SALES OR GSK, HOWEVER CAUSED AND ON ANY OTHER MATTER RELATING TO THE SPRINKLR SERVICES.
7.2 EXCEPT FOR (i) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iii) A BREACH THEORY OF SECTION 2.8LIABILITY, IN NO EVENT SHALL THE TOTAL LIABILITY REGARDLESS OF ONE PARTY TO THE OTHER PARTY FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES FAILURE OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE), ARISING FROM THIS AGREEMENT OR AGENCY’S AND/OR AGENCY’S CLIENTS’ USE ESSENTIAL PURPOSE OF THE SPRINKLR SERVICES, EXCEED, IN THE AGGREGATE, THE TOTAL FEES RECEIVED BY OR PAYABLE TO SPRINKLR FROM AGENCY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS IN THIS SECTION APPLY TO FEES DUE FOR THE SPRINKLR SERVICES ANY REMEDY AVAILABLE UNDER THIS AGREEMENT. FOR THE AVOIDANCE OF DOUBT, THIS SECTION 11.4(D) DOES NOT LIMIT A PARTY'S RIGHT TO INDEMNIFICATION UNDER SECTION 11.1 OR 11.2 WITH RESPECT TO ANY CONSEQUENTIAL, INCIDENTAL, LIQUIDATED OR INDIRECT DAMAGES OR LOSSES PAID IN RESPECT OF A THIRD PARTY CLAIM.
7.3 Neither party will be liable to the other for any failure to perform(e) NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, or delay in the performance ofTHE PARTIES RIGHTS AND OBLIGATIONS WITH RESPECT TO THIRD PARTY CLAIMS BASED UPON INHERENT CHARACTERISTICS OF THE PRODUCT (E.G., any obligation under this Agreement caused by a Force Majeure EventEFFICACY AND SAFETY) AS APPROVED BY APPLICABLE REGULATORY AUTHORITIES SHALL BE ADDRESSED PURSUANT TO THE ASSET PURCHASE AGREEMENT.
Appears in 2 contracts
Sources: Asset Purchase and Sale Agreement (Prometheus Laboratories Inc), Asset Purchase and Sale Agreement (Prometheus Laboratories Inc)
Limitations of Liability. 7.1 EXCEPT IN CONNECTION WITH EACH PARTY’S INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT, FOR WHICH LIABILITY WILL NOT BE SO LIMITED, (A) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY INDIRECTCONSEQUENTIAL, SPECIAL, INCIDENTALINDIRECT, PUNITIVEEXEMPLARY, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENTPUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR ANTICIPATED PROFITS OR PROFITS, LOST BUSINESS OR LOST SALES COST OF REPLACEMENT SERVICES, WHETHER IN CONTRACT, TORT, OR ANY OTHER MATTER RELATING TO LEGAL THEORY, EVEN IF SUCH PARTY HAS PRIOR NOTICE OF THE SPRINKLR SERVICES.
7.2 EXCEPT FOR POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY, AND (iB) EITHER EACH PARTY’S GROSS NEGLIGENCE MAXIMUM AGGREGATE LIABILITY UNDER OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iii) A BREACH OF SECTION 2.8, IN NO EVENT SHALL THE TOTAL LIABILITY OF ONE PARTY WITH RESPECT TO THE OTHER PARTY THIS AGREEMENT FOR ANY AND ALL DAMAGESCLAIMS, LOSSESREGARDLESS OF THE NUMBER OR NATURE OF THE CLAIMS, AND CAUSES OF ACTION (WHETHER ARISING IN CONTRACT OR CONTRACT, TORT, INCLUDINGREGULATORY LAW, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE), ARISING FROM THIS AGREEMENT OR AGENCY’S AND/OR AGENCY’S CLIENTS’ USE OF THE SPRINKLR SERVICES, EXCEED, SHALL BE LIMITED TO DIRECT DAMAGES OBJECTIVELY MEASURED IN THE AGGREGATE, AN AMOUNT THAT SHALL NOT EXCEED THE TOTAL FEES RECEIVED BY PAID OR PAYABLE TO SPRINKLR FROM AGENCY UNDER THIS AGREEMENT YOU IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING INCIDENT THAT GAVE RISE TO THE LIABILITYCLAIM. AGENCY EACH PARTY ACKNOWLEDGES AND AGREES THAT SPRINKLR HAS SET ITS PRICES THE DISCLAIMER OF WARRANTIES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED CONTAINED IN THIS AGREEMENT WILL SURVIVE ARE PART OF AN ALLOCATION OF RISKS AND APPLY EVEN IF FOUND BENEFITS BETWEEN THE PARTIES AND THAT WITHOUT SUCH ALLOCATION OF RISKS AND BENEFITS, NEITHER PARTY WOULD BE WILLING TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS IN THIS SECTION APPLY TO FEES DUE FOR THE SPRINKLR SERVICES UNDER ENTER INTO THIS AGREEMENT.
7.3 Neither party will be liable to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure Event.
Appears in 2 contracts
Sources: Liqwid Services Agreement, Liqwid Services Agreement
Limitations of Liability. 7.1 IN NO EVENT SHALL WILL EITHER PARTY PARTY, OR ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT OR THE BREACH THEREOF. SUCH EXCLUDED DAMAGES INCLUDE, WITHOUT LIMITATION, DAMAGES OR COSTS INCURRED AS A RESULT OF LOSS OF TIME, LOSS OF DATA OR LOSS OF PROFITS THAT MAY ARISE IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE SOFTWARE, REGARDLESS OF WHETHER TTG HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIMS OR WHETHER SUCH DAMAGES OR CLAIMS ARE BASED ON BREACH OF WARRANTY OR CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, PRODUCTS LIABILITY OR OTHERWISE.
7.2 TTG WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENTCLAIM AGAINST USER BY ANY THIRD PARTY, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING TO THE SPRINKLR SERVICESUser’s CUSTOMERS EXCEPT AS OTHERWISE PROVIDED HEREIN.
7.2 EXCEPT FOR (i) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iii) A BREACH OF SECTION 2.8, 7.3 IN NO EVENT SHALL THE TOTAL WILL TTG’S LIABILITY OF ONE PARTY TO THE OTHER PARTY FOR ANY AND ALL DAMAGESDAMAGES OR INJURIES TO USER OR ANY CUSTOMER EVER EXCEED THE LICENSE FEE PAID BY USER FOR THE PRODUCT, LOSSESREGARDLESS OF THE FORM OF ACTION, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE PRODUCTS LIABILITY OR OTHERWISE), ARISING FROM THIS AGREEMENT OR AGENCY’S AND/OR AGENCY’S CLIENTS’ USE OF THE SPRINKLR SERVICES, EXCEED, IN THE AGGREGATE, THE TOTAL FEES RECEIVED BY OR PAYABLE TO SPRINKLR FROM AGENCY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON .
7.4 THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS IN THIS SECTION 7 SHALL NOT APPLY TO: (I) TTG’S OBLIGATIONS SET FORTH IN SECTION 6 HEREOF, (II) DAMAGES TO FEES DUE REAL OR TANGIBLE PERSONAL PROPERTY, OR FOR BODILY INJURY OR DEATH, PROXIMATELY CAUSED BY TTG’S NEGLIGENCE, PRODUCTS, OR WILLFUL ACTS OR (III) WILLFUL AND FRAUDULENT MISREPRESENTATION BY TTG. HOWEVER, THE SPRINKLR SERVICES UNDER THIS AGREEMENTFOREGOING DOES NOT CONFER ANY RIGHT OR REMEDY UPON USER TO WHICH IT WOULD NOT OTHERWISE BE ENTITLED.
7.3 Neither party will be liable to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure Event.
Appears in 2 contracts
Sources: End User Software License Agreement (TRX Inc/Ga), End User Software License Agreement (TRX Inc/Ga)
Limitations of Liability. 7.1 15.1 CARDINAL HEALTH’S LIABILITY UNDER THIS AGREEMENT FOR ANY AND ALL CLAIMS FOR LOST, DAMAGED OR DESTROYED API OR OTHER RELIANT-SUPPLIED MATERIALS WHETHER OR NOT SUCH API OR RELIANT-SUPPLIED MATERIALS ARE INCORPORATED INTO PRODUCT SHALL NOT EXCEED [***] PER BATCH, UP TO [***]. IN THE EVENT THAT CARDINAL HEALTH LIABILITY FOR LOST API SHALL EXCEED [***] FOR ANY CONTRACT YEAR DURING THE TERM, THE PARTIES SHALL MEET WITHIN THIRTY (30) DAYS FROM THE DATE CARDINAL HEALTH’S LIABILITY FOR LOST API [***], OR (B) [***]. IN THE EVENT THAT THE PARTIES CANNOT REACH AN AGREEMENT WITH REGARD TO THE FOREGOING SENTENCE WITHIN SUCH THIRTY (30) DAY PERIOD, RELIANT SHALL HAVE THE SOLE OPTION TO (X) [***] (Y) [***]. FOR AVOIDANCE OF DOUBT, ANY AMOUNTS OWING BY CARDINAL HEALTH HEREUNDER SHALL NOT COUNT AGAINST THE LIABILITY CAP SET FORTH IN SECTION 15.2 BELOW.
15.2 NOTWITHSTANDING, AND SPECIFICALLY EXCLUDING, ANY AMOUNTS OWED BY CARDINAL HEALTH TO RELIANT UNDER SECTION 15.1 ABOVE, AND SPECIFICALLY EXCLUDING LOSSES RESULTING FROM CARDINAL HEALTH’S [***]: Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. GROSS NEGLIGENCE, FRAUD OR WILLFUL MISCONDUCT, CARDINAL HEALTH’S TOTAL LIABILITY UNDER THIS AGREEMENT OTHER THAN FOR LOST, DAMAGED OR DESTROYED API, SHALL IN NO EVENT EXCEED [***].
15.3 NEITHER PARTY SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH (EXCEPT FOR THOSE INDEMNITY OBLIGATIONS UNDER ARTICLE 14 THAT ARE DEEMED CONSEQUENTIAL DAMAGES) ARISING OUT OF PERFORMANCE UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION LIMITATION, LOSS OF REVENUE OR ANTICIPATED REVENUES, PROFITS OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING TO THE SPRINKLR SERVICES.
7.2 EXCEPT FOR (i) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iii) A BREACH OF SECTION 2.8DATA, IN NO EVENT SHALL THE TOTAL LIABILITY OF ONE PARTY TO THE OTHER PARTY FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE), ARISING FROM THIS AGREEMENT OR AGENCY’S AND/OR AGENCY’S CLIENTS’ USE EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE SPRINKLR SERVICES, EXCEED, IN THE AGGREGATE, THE TOTAL FEES RECEIVED BY OR PAYABLE TO SPRINKLR FROM AGENCY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS POSSIBILITY OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS IN THIS SECTION APPLY TO FEES DUE FOR THE SPRINKLR SERVICES UNDER THIS AGREEMENTSUCH DAMAGES.
7.3 Neither party will be liable to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure Event.
Appears in 2 contracts
Sources: Manufacturing Agreement, Manufacturing Agreement (Reliant Pharmaceuticals, Inc.)
Limitations of Liability. 7.1 IN NO EVENT SHALL EITHER TO THE EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECTLOST PROFITS, GOODWILL, OR REVENUES OR FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INCIDENTALINDIRECT, PUNITIVECOVER, BUSINESS INTERRUPTION, OR CONSEQUENTIAL PUNITIVE DAMAGES IN CONNECTION WITH ANY CLAIM OF ANY NATURE, WHETHER IN CONTRACT, TORT, OR UNDER ANY THEORY OF LIABILITY, ARISING UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION LOSS EVEN IF A PARTY HAS BEEN GIVEN ADVANCE NOTICE OF REVENUE SUCH POSSIBLE DAMAGES OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING IF A PARTY’S REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. TO THE SPRINKLR SERVICES.
7.2 EXCEPT FOR (i) EITHER EXTENT PERMITTED BY LAW, EACH PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iii) A BREACH OF SECTION 2.8, IN NO EVENT SHALL THE TOTAL ENTIRE LIABILITY OF ONE PARTY TO THE OTHER PARTY FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE), ARISING FROM THIS AGREEMENT OR AGENCY’S AND/OR AGENCY’S CLIENTS’ USE OF THE SPRINKLR SERVICES, EXCEED, IN THE AGGREGATE, THE TOTAL FEES RECEIVED BY OR PAYABLE TO SPRINKLR FROM AGENCY UNDER THIS AGREEMENT IN WILL NOT EXCEED THE FEES PAID BY CUSTOMER TO INVOKA UNDER THIS AGREEMENT FOR THE SERVICES GIVING RISE TO THE LIABILITY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE PRIOR TO THE LIABILITY. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON DATE ON WHICH THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIESAROSE. THE PARTIES AGREE THAT EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. THE LIMITATIONS FOREGOING EXCLUSIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS LIMITS IN THIS SECTION 9 SHALL NOT APPLY TO FEES DUE LIABILITY OR OBLIGATIONS ARISING UNDER SECTIONS 1.2 (RESTRICTIONS) OR 8 (INDEMNIFICATION), INFRINGEMENT OR MISAPPROPRIATION BY A PARTY OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, OR CUSTOMER’S OBLIGATION TO PAY FOR THE SPRINKLR SERVICES OR TAXES UNDER THIS AGREEMENT.
7.3 Neither party will be liable to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure Event.
Appears in 2 contracts
Limitations of Liability. 7.1 4.1 EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THE AGREEMENT, LICENSEE ACKNOWLEDGES THAT THE LICENSED SOFTWARE AND ALL SERVICES PROVIDED HEREUNDER ARE PROVIDED ON AN “AS IS” BASIS AND BAYER DOES NOT WARRANT THAT THE LICENSED SOFTWARE OR SERVICES WILL MEET LICENSEE’S REQUIREMENTS, BE ERROR FREE OR OPERATE WITHOUT INTERRUPTION. LICENSEE IS SOLELY RESPONSIBLE FOR DETERMINING WHETHER THE LICENSED SOFTWARE WILL ACHIEVE THE RESULTS IT DESIRES. BAYER MAKES NO OTHER WARRANTIES TO LICENSEE, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
4.2 THE MAXIMUM TOTAL LIABILITY OF BAYER FOR ANY CLAIM UNDER OR RELATING TO THE AGREEMENT WHATSOEVER, INCLUDING WITHOUT LIMITATION CLAIMS FOR BREACH OF CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE, WILL BE LIMITED TO DIRECT, PROVABLE DAMAGES NOT TO EXCEED THE AMOUNTS PAID HEREUNDER BY LICENSEE TO BAYER FOR THE LICENSED SOFTWARE THAT IS THE SUBJECT OF THE APPLICABLE CLAIM. IN NO EVENT SHALL EITHER PARTY WILL BAYER BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, PUNITIVE, PUNITIVE OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENTDAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR ANTICIPATED PROFITS BUSINESS PROFITS, BUSINESS INTERRUPTION, USE, INTERRUPTION, DELAY OR LOST INABILITY TO USE THE LICENSED SOFTWARE, DELAYS OR LOSS OF SERVICES, BUSINESS OR LOST SALES GOODWILL, LOSS OR CORRUPTION OF DATA OR INFORMATION, LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION OR SHUTDOWN, FAILURE TO ACCURATELY TRANSFER, READ OR TRANSMIT INFORMATION, FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION, SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION OR BREACHES IN SYSTEM SECURITY, OR ANY OTHER MATTER RELATING TO COMMERCIAL LOSS, EVEN IF ADVISED OF THE SPRINKLR SERVICESPOSSIBILITY OF SUCH DAMAGES.
7.2 EXCEPT 4.3 THE LICENSED SOFTWARE DOES NOT PROVIDE MEDICAL ADVICE AND IS NOT INTENDED TO BE A SUBSTITUTE FOR (i) EITHER PARTY’S GROSS NEGLIGENCE PROFESSIONAL MEDICAL JUDGMENT, DIAGNOSIS OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iii) A BREACH OF SECTION 2.8, IN NO EVENT SHALL THE TOTAL LIABILITY OF ONE PARTY TO THE OTHER PARTY FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE), ARISING FROM THIS AGREEMENT OR AGENCY’S AND/OR AGENCY’S CLIENTS’ USE OF THE SPRINKLR SERVICES, EXCEED, IN THE AGGREGATE, THE TOTAL FEES RECEIVED BY OR PAYABLE TO SPRINKLR FROM AGENCY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS IN THIS SECTION APPLY TO FEES DUE FOR THE SPRINKLR SERVICES UNDER THIS AGREEMENTTREATMENT.
7.3 Neither party will be liable to the other for any failure to perform, or delay 4.4 The remedies provided in the performance of, any obligation Agreement are the sole and exclusive remedies of the Parties and shall apply even if Licensee’s remedies under this Agreement caused fail of their essential purpose.
4.5 Licensee agrees that any breach by if of any restrictions on use or confidentiality obligations contained in the Agreement may cause serious and irreparable harm to Bayer and that in the event of such a Force Majeure Eventbreach by Licensee, Bayer will be entitled to seek injunctive relief as well as any and all other remedies available at law or in equity.
Appears in 2 contracts
Sources: Subscription Agreement, Digital Solutions Subscription Agreement
Limitations of Liability. 7.1 IN NO EVENT SHALL EITHER PARTY BE LIABLE 14.1 CATALENT’S TOTAL LIABILITY UNDER THIS AGREEMENT FOR ANY INDIRECTAND ALL CLAIMS FOR LOST, SPECIALDAMAGED OR DESTROYED API OR OTHER CLIENT-SUPPLIED MATERIALS, INCIDENTALWHETHER OR NOT SUCH API OR CLIENT-SUPPLIED MATERIALS ARE INCORPORATED INTO PRODUCT, PUNITIVE, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING SHALL NOT EXCEED [***] PER INCIDENT GIVING RISE TO THE SPRINKLR SERVICES.
7.2 CLAIM, EXCEPT FOR (i) EITHER PARTYIN THE EVENT THAT CATALENT’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) MISCONDUCT CAUSES THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/LOSS OR (iii) A BREACH OF SECTION 2.8DAMAGE, IN WHICH CASE CATALENT’S TOTAL LIABILITY SHALL NOT EXCEED [***] PER INCIDENT GIVING RISE TO THE CLAIM.
14.2 CATALENT’S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL IN NO EVENT SHALL EXCEED THE LESSER OF (A) [***] OR (B) [***] BY CLIENT UNDER THIS AGREEMENT DURING THE CONTRACT YEAR IN WHICH THE BATCH GIVING RISE TO THE CLAIM WAS MANUFACTURED, PROVIDED, HOWEVER, THAT CATALENT’S TOTAL LIABILITY OF ONE FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT SHALL IN NO EVENT EXCEED [***].
14.3 NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY AND ALL DAMAGESINDIRECT, LOSSESINCIDENTAL, AND CAUSES SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF ACTION (PERFORMANCE UNDER THIS AGREEMENT, INCLUDING LOSS OF REVENUES, REPUTATION, PROFITS OR DATA, WHETHER IN CONTRACT OR IN TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE), ARISING FROM THIS AGREEMENT OR AGENCY’S AND/OR AGENCY’S CLIENTS’ USE EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE SPRINKLR SERVICES, EXCEED, IN THE AGGREGATE, THE TOTAL FEES RECEIVED BY OR PAYABLE TO SPRINKLR FROM AGENCY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS POSSIBILITY OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS IN THIS SECTION APPLY TO FEES DUE FOR THE SPRINKLR SERVICES UNDER THIS AGREEMENTSUCH DAMAGES.
7.3 Neither party will be liable to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure Event.
Appears in 2 contracts
Sources: Softgel Commercial Manufacturing Agreement (Clarus Therapeutics Inc), Softgel Commercial Manufacturing Agreement (Clarus Therapeutics Inc)
Limitations of Liability. 7.1 IN NO EVENT SHALL EITHER PARTY WILL THE PLAN4 ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, INCIDENTALCONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, PUNITIVEGOODWILL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICES OR ANY MATERIALS OR CONTENT ON THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY PLAN4 ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE. YOU AGREE THAT THE AGGREGATE LIABILITY OF THE PLAN4 ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE WHETHER IN CONTRACT, TORT, OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING OTHERWISE, IS LIMITED TO THE SPRINKLR SERVICES.
7.2 EXCEPT AMOUNT PAID BY YOU TO PLAN4 FOR (i) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iii) A BREACH OF SECTION 2.8, IN NO EVENT SHALL THE TOTAL LIABILITY OF ONE PARTY ACCESS TO THE OTHER PARTY FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE), ARISING FROM THIS AGREEMENT OR AGENCY’S AND/OR AGENCY’S CLIENTS’ USE OF THE SPRINKLR SERVICES, EXCEED, SERVICE IN THE AGGREGATE12 MONTHS PRIOR TO THE CLAIM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE TOTAL FEES RECEIVED BY ABOVE LIMITATION MAY NOT APPLY TO YOU. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR PAYABLE EXCLUSION OF DAMAGES IS TO SPRINKLR FROM AGENCY ALLOCATE THE RISKS UNDER THIS AGREEMENT IN BETWEEN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITYPARTIES. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS EACH OF THESE PROVISIONS IS SEVERABLE AND EXCLUSIONS INDEPENDENT OF LIABILITY AND DISCLAIMERS SPECIFIED IN ALL OTHER PROVISIONS OF THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSEAGREEMENT. IN NO EVENT SHALL THE LIMITATIONS IN THIS SECTION 14 WILL APPLY TO FEES DUE FOR THE SPRINKLR SERVICES UNDER THIS AGREEMENT.
7.3 Neither party will be liable EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. The foregoing limitations of liability do not apply to breaches of confidentiality obligations, violations of a party's intellectual property rights by the other for any failure to performparty, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure Eventindemnification obligations.
Appears in 2 contracts
Sources: Terms of Service, Terms of Service
Limitations of Liability. 7.1 IN NO EVENT SHALL EITHER TO THE EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECTLOST PROFITS, GOODWILL, OR REVENUES OR FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INCIDENTALINDIRECT, PUNITIVECOVER, BUSINESS INTERRUPTION, OR CONSEQUENTIAL PUNITIVE DAMAGES IN CONNECTION WITH ANY CLAIM OF ANY NATURE, WHETHER IN CONTRACT, TORT, OR UNDER ANY THEORY OF LIABILITY, ARISING UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION LOSS EVEN IF A PARTY HAS BEEN GIVEN ADVANCE NOTICE OF REVENUE SUCH POSSIBLE DAMAGES OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING IF A PARTY’S REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. TO THE SPRINKLR SERVICES.
7.2 EXCEPT FOR (i) EITHER EXTENT PERMITTED BY LAW, EACH PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iii) A BREACH OF SECTION 2.8, IN NO EVENT SHALL THE TOTAL ENTIRE LIABILITY OF ONE PARTY TO THE OTHER PARTY FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE), ARISING FROM THIS AGREEMENT OR AGENCY’S AND/OR AGENCY’S CLIENTS’ USE OF THE SPRINKLR SERVICES, EXCEED, IN THE AGGREGATE, THE TOTAL FEES RECEIVED BY OR PAYABLE TO SPRINKLR FROM AGENCY UNDER THIS AGREEMENT IN WILL NOT EXCEED THE FEES PAID BY CUSTOMER TO SMARTSHEET UNDER THIS AGREEMENT FOR THE SERVICES GIVING RISE TO THE LIABILITY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE PRIOR TO THE LIABILITY. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON DATE ON WHICH THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIESAROSE. THE PARTIES AGREE THAT EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. THE LIMITATIONS FOREGOING EXCLUSIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS LIMITS IN THIS SECTION 9 SHALL NOT APPLY TO FEES DUE DAMAGES OR LIABILITY RESULTING FROM CLAIMS OR OBLIGATIONS ARISING UNDER SECTIONS 1.2 (RESTRICTIONS) OR 8 (INDEMNIFICATION), INFRINGEMENT OR MISAPPROPRIATION BY A PARTY OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, OR CUSTOMER’S OBLIGATION TO PAY FOR THE SPRINKLR SERVICES OR TAXES UNDER THIS AGREEMENT.
7.3 Neither party will be liable to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure Event.
Appears in 2 contracts
Sources: User Agreement, User Agreement
Limitations of Liability. 7.1 11.1 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, AND EXCEPT WITH RESPECT TO LICENSEE’S BREACH OF THE LICENSE GRANT, LICENSE RESTRICTIONS OR CONFIDENTIALITY, THE LIABILITY OF EITHER PARTY ARISING OUT OF THIS AGREEMENT, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, INCLUDING CONTRACT, STRICT LIABILITY, NEGLIGENCE OR OTHER TORT, SHALL NOT EXCEED THE AGGREGATE OF THE AMOUNT PAID TO ALTERA BY THE LICENSEE USING THE SOLUTION (AS DEFINED IN THE TERMS AND CONDITIONS OF SALE SEPARATELY ENTERED INTO BETWEEN ALTERA AND LICENSEE) IN THE YEAR FOR WHICH THE INCIDENT GIVING RISE TO THE LIABILITY OCCURS OR USD100,000, WHICHEVER IS THE LOWER.
11.2 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, AND EXCEPT WITH RESPECT TO LICENSEE’S BREACH OF THE LICENSE GRANT, LICENSE RESTRICTIONS OR CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING TO THE SPRINKLR SERVICES.
7.2 EXCEPT FOR (i) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iii) A BREACH OF SECTION 2.8, IN NO EVENT SHALL THE TOTAL LIABILITY OF ONE PARTY TO THE OTHER PARTY FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE DAMAGES TO GOODWILL, LOSS OF USE, REVENUES, PROFITS OR OTHERWISE)SAVINGS, ARISING FROM THIS AGREEMENT OR AGENCY’S AND/OR AGENCY’S CLIENTS’ USE EVEN IF ADVISED OF THE SPRINKLR SERVICES, EXCEED, IN POSSIBILITY OF SUCH DAMAGES.
11.3 THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE AGGREGATE, THE TOTAL FEES RECEIVED BY OR PAYABLE TO SPRINKLR FROM AGENCY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS FAILURE OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS ESSENTIAL PURPOSE OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS IN THIS SECTION APPLY TO FEES DUE FOR THE SPRINKLR SERVICES ANY REMEDY UNDER THIS AGREEMENT.
7.3 Neither party will be liable to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure Event.
Appears in 2 contracts
Sources: License Agreement, License Agreement
Limitations of Liability. 7.1 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING TO THE SPRINKLR SERVICES.
7.2 EXCEPT FOR CLAIMS ARISING OUT OF (ia) EITHER PARTY’S BREACH OF CONFIDENTIALITY; (b) BREACH OF APPRISS INTELLECTUAL PROPERTY RIGHTS; (c) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (iid) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iiie) A VIOLATIONS OF APPLICABLE LAW OR THE REQUIREMENTS, NEITHER PARTY SHALL BE LIABLE IN ANY AMOUNT FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES, LOSS OF GOODWILL OR BUSINESS PROFITS, WORK STOPPAGE, DATA LOSS, COMPUTER FAILURE OR MALFUNCTION, OR EXEMPLARY OR PUNITIVE DAMAGES, HOWEVER ARISING, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7.2 EXCEPT FOR CLAIMS ARISING OUT OF (a) BREACH OF SECTION 2.8CONFIDENTIALITY; (b) BREACH OF APPRISS INTELLECTUAL PROPERTY RIGHTS; (c) GROSSNEGLIGENCE OR WILLFUL MISCONDUCT; (d) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; OR (e) VIOLATIONS OF APPLICABLE LAW OR THE REQUIREMENTS, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE FOR AN AMOUNT OF DAMAGES IN NO EVENT SHALL THE TOTAL LIABILITY OF ONE PARTY TO THE OTHER PARTY FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE), ARISING FROM THIS AGREEMENT OR AGENCY’S AND/OR AGENCY’S CLIENTS’ USE EXCESS OF THE SPRINKLR SERVICES, EXCEED, IN THE AGGREGATE, THE TOTAL FEES RECEIVED BY PAID OR PAYABLE TO SPRINKLR FROM AGENCY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS IN THIS SECTION APPLY TO FEES DUE FOR THE SPRINKLR SERVICES BY LICENSEE UNDER THIS AGREEMENT.
7.3 Neither party will be liable to the other for any failure to performEACH PARTY ACKNOWLEDGES THAT THE FEES REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES AND THAT APPRISS WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. NOTWITHSTANDING THE FOREGOING, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure EventSECTIONS 8.1 AND 8.2 SHALL NOT APPLY TO LIABILITIES THAT CANNOT BE LIMITED BY LAW.
Appears in 2 contracts
Sources: Gateway License Agreement, Gateway License Agreement
Limitations of Liability. 7.1 IN NO EVENT SHALL EITHER PARTY 11.1. GIMMAL AND ITS AFFILIATES, SUPPLIERS, AND DISTRIBUTORS WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH ARISING OUT OF THE POSSESSION OF, USE OF, FAILURE OF, OR INABILITY TO USE THE LICENSED SOFTWARE, INCLUDING, WITHOUT LIMITATION, PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS OR OTHER ECONOMIC LOSS, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF GOODWILL, WORK STOPPAGE, DATA LOSS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER THE CLAIM OR LIABILITY IS BASED UPON ANY CONTRACT, TORT, BREACH OF WARRANTY, OR OTHER LEGAL OR EQUITABLE THEORY, AND NOTWITHSTANDING THAT ANY REMEDY HEREIN FAILS OF ITS ESSENTIAL PURPOSE.
11.2. GIMMAL’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION LOSS REGARDLESS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING TO THE SPRINKLR SERVICES.
7.2 EXCEPT FOR (i) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iii) A BREACH FORM OF SECTION 2.8ACTION, IN NO EVENT SHALL NEVER EXCEED THE TOTAL LIABILITY OF ONE PARTY AMOUNT PAID BY CLIENT TO GIMMAL UNDER THE OTHER PARTY FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE), ARISING FROM THIS RELEVANT AGREEMENT OR AGENCY’S AND/OR AGENCY’S CLIENTS’ USE OF THE SPRINKLR SERVICES, EXCEED, IN THE AGGREGATE, THE TOTAL FEES RECEIVED BY OR PAYABLE TO SPRINKLR FROM AGENCY UNDER THIS AGREEMENT IN DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE PRIOR TO ANY EVENT GIVING RISE TO A CLAIM BY THE OTHER PARTY HEREUNDER. EACH PARTY HEREBY RELEASES THE OTHER PARTY FROM ALL OBLIGATIONS, LIABILITY. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO , CLAIMS, OR DEMANDS IN EXCESS OF THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIESLIMITATION. THE PARTIES AGREE ACKNOWLEDGE THAT EACH OF THEM RELIED UPON THE LIMITATIONS AND EXCLUSIONS INCLUSION OF LIABILITY AND DISCLAIMERS SPECIFIED THIS LIMITATION IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED CONSIDERATION OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS IN THIS SECTION APPLY TO FEES DUE FOR THE SPRINKLR SERVICES UNDER ENTERING INTO THIS AGREEMENT.
7.3 Neither party will be liable to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure Event.
Appears in 2 contracts
Sources: End User License Agreement, End User License Agreement
Limitations of Liability. 7.1 IN No Warranties THE SITES, SERVICES, INFORMATION, DATA, FEATURES, AND ALL CONTENT ARE OFFERED AND MADE AVAILABLE ON AN "AS IS" AND "AS AVAILABLE" BASIS. EARNIN AND ITS AFFILIATES AND LICENSORS MAKE NO EVENT SHALL EITHER PARTY REPRESENTATIONS, WARRANTIES, OR GUARANTEES OF ANY KIND, EXPRESS OR IMPLIED, (I) REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, OR CONTINUED AVAILABILITY OF THE CONTENT, (II) THAT THE CONTENT WILL BE FREE OF BUGS, DEFECTS, OR ERRORS, OR INFECTION FROM ANY VIRUSES OR OTHER CONTAMINATING OR DESTRUCTIVE CODE OR COMPUTER PROGRAMMING ROUTINES, (III) REGARDING THE OPERATION OF THE SITES OR THE SERVICES, (IV) THAT THE SERVICES ARE APPROPRIATE FOR YOUR FINANCIAL NEEDS, OR (V) THAT THE SITES, SERVICES, OR CONTENT ARE APPROPRIATE FOR ACCESS OR USE OUTSIDE OF THE UNITED STATES. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, EARNIN AND ITS AFFILIATES AND LICENSORS EXPRESSLY DISCLAIM ANY WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU AGREE THAT YOUR USE OF THE SITES AND THE SERVICES IS AT YOUR SOLE RISK. EARNIN AND ITS AFFILIATES, LICENSORS, AND SUPPLIERS WILL NOT BE LIABLE FOR TO YOU OR TO ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING TO THE SPRINKLR SERVICES.
7.2 EXCEPT FOR (i) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iii) A BREACH OF SECTION 2.8, IN NO EVENT SHALL THE TOTAL LIABILITY OF ONE PARTY TO THE OTHER THIRD PARTY FOR ANY AND ALL DAMAGESLOSS OR DAMAGE ARISING FROM ANY ERROR OR DELAY, LOSSESNON- PERFORMANCE, AND CAUSES OR INTERRUPTION OF ACTION THE SITES OR THE SERVICES. NEITHER EARNIN, CSIDENTITY CORPORATION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE“CSID”), ARISING FROM THIS AGREEMENT NOR ANY OF THEIR RESPECTIVE AFFILIATES OR AGENCY’S AND/CREDIT INFORMATION SUBCONTRACTORS MAKE ANY WARRANTY, EXPRESS OR AGENCY’S CLIENTS’ USE IMPLIED, FOR THE ACCURACY OF THE SPRINKLR SERVICESINFORMATION CONTAINED IN, EXCEEDOR PROVIDED IN CONJUNCTION WITH, IN THE AGGREGATE, THE TOTAL FEES RECEIVED BY OR PAYABLE TO SPRINKLR FROM AGENCY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS IN THIS SECTION APPLY TO FEES DUE FOR THE SPRINKLR SERVICES UNDER THIS AGREEMENTEARNIN’S CREDIT MONITORING SERVICE.
7.3 Neither party will be liable to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure Event.
Appears in 2 contracts
Sources: Terms of Service Agreement, Terms of Service Agreement
Limitations of Liability. 7.1 IN NO EVENT SHALL EITHER (a) WITHOUT LIMITING ANY RIGHTS OR REMEDIES AVAILABLE TO THE PARTIES PURSUANT TO THE MERGER AGREEMENT, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, LOST PROFITS OR OTHER SPECIAL, INCIDENTAL, PUNITIVEINDIRECT, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OF ANY THEORY OF LIABILITY, ARISING FROM THE PERFORMANCE OF, OR CONSEQUENTIAL DAMAGES RELATING TO, THIS AGREEMENT REGARDLESS OF WHETHER SUCH PARTY HAS BEEN NOTIFIED OF THE POSSIBILITY OF, OR THE FORESEEABILITY OF, SUCH DAMAGES, IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING EACH CASE EXCEPT TO THE SPRINKLR SERVICES.
7.2 EXCEPT FOR (i) EITHER PARTY’S EXTENT OF DAMAGES AWARDED IN AN ACTION INVOLVING A THIRD-PARTY CLAIM OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; MISCONDUCT OF PROVIDER OR ITS AFFILIATES (iiBUT EXCLUDING RECIPIENT AND ITS SUBSIDIARIES) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; IN THIR PERFORMANCE OF SERVICES AND/OR DELIVERABLES DIRECTLY FOR THIRD PARTIES ON BEHALF OF RECIPIENT.
(iiib) A BREACH OF SECTION 2.8, IN NO EVENT SHALL THE TOTAL LIABILITY OF ONE PARTY EXCEPT TO THE OTHER EXTENT OF DAMAGES AWARDED IN AN ACTION INVOLVING A THIRD-PARTY FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES CLAIM OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, GROSS NEGLIGENCE OR OTHERWISE), ARISING FROM THIS AGREEMENT WILLFUL MISCONDUCT OF PROVIDER OR AGENCY’S ITS AFFILIATES (BUT EXCLUDING RECIPIENT AND ITS SUBSIDIARIES) IN THEIR PERFORMANCE OF SERVICES AND/OR AGENCYDELIVERABLES DIRECTLY FOR THIRD PARTIES ON BEHALF OF RECIPIENT, NEITHER PARTY’S CLIENTS’ USE OF THE SPRINKLR SERVICES, EXCEED, IN THE AGGREGATE, THE TOTAL FEES RECEIVED BY OR PAYABLE TO SPRINKLR FROM AGENCY LIABILITY UNDER THIS AGREEMENT IN INCLUDING ARTICLE X SHALL EXCEED THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS AMOUNT OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND FEES PAID (OR PAYABLE) BY RECIPIENT TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS IN THIS SECTION APPLY PROVIDER PURSUANT TO FEES DUE FOR THE SPRINKLR SERVICES UNDER THIS AGREEMENT.
7.3 Neither party will be liable to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure Event.
Appears in 2 contracts
Sources: Services Agreement (XBP Europe Holdings, Inc.), Merger Agreement (CF Acquisition Corp. VIII)
Limitations of Liability. 7.1 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING TO THE SPRINKLR SERVICES.
7.2 EXCEPT FOR (i) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iii) A BREACH OF SECTION 2.8, IN NO EVENT SHALL THE TOTAL LIABILITY OF ONE PARTY TO THE OTHER PARTY FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE), ARISING FROM THIS AGREEMENT OR AGENCY’S AND/OR AGENCY’S CLIENTS’ USE OF THE SPRINKLR SERVICES, EXCEED, IN THE AGGREGATE, THE TOTAL FEES RECEIVED BY OR PAYABLE TO SPRINKLR FROM AGENCY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY IN THE AGREEMENT APPLY TO THIS ADDENDUM. IN ADDITION:
(a) Liability Disclaimers. AWS AND THE DISCLAIMERS ITS AFFILIATES OR LICENSORS WILL NOT BE LIABLE TO CUSTOMER UNDER ANY CAUSE OF WARRANTIES AND DAMAGES SET FORTH HEREINACTION OR THEORY OF LIABILITY, AND THAT THE SAME FORM AN ESSENTIAL BASIS EVEN IF CUSTOMER HAS BEEN ADVISED OF THE BARGAIN BETWEEN POSSIBILITY OF SUCH DAMAGES, FOR ANY DAMAGES ARISING OR RESULTING FROM (I) AWS’ PERFORMANCE OF THE PARTIESINSTRUCTIONS CONTAINED IN A REQUEST FOR CHANGE OR SERVICE REQUEST, (II) ANY USE OF CUSTOMER SOFTWARE BY AWS IN PERFORMING AWS MANAGED SERVICES IN ACCORDANCE WITH THIS ADDENDUM, OR (III) CUSTOMER’S USE OR AWS’S PROVISION OF AWS MANAGED SERVICES FOR UNSUPPORTED CONFIGURATIONS UNDER SECTION 3.9.
(b) Damages Cap. THE PARTIES AGREE THAT THE LIMITATIONS AGGREGATE LIABILITY UNDER THIS ADDENDUM OF EITHER PARTY AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED ANY OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL RESPECTIVE AFFILIATES OR LICENSORS WILL NOT EXCEED THE LIMITATIONS AMOUNTS PAID BY CUSTOMER TO AWS UNDER THIS ADDENDUM FOR AWS MANAGED SERVICES DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE; PROVIDED THAT NOTHING IN THIS SECTION APPLY 3.10(b) WILL LIMIT: (I) CUSTOMER’S OBLIGATION TO FEES DUE PAY AWS FOR CUSTOMER’S USE OF AWS MANAGED SERVICES PURSUANT TO SECTION 3.5, OR (II) PAYMENT OBLIGATIONS ARISING UNDER AN INDEMNIFICATION OBLIGATION IN THE SPRINKLR SERVICES UNDER THIS AGREEMENT.
7.3 Neither party will be liable to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure Event.
Appears in 2 contracts
Sources: Supplier Terms, Supplier Terms
Limitations of Liability. 7.1 12.1 IN NO EVENT SHALL EITHER PARTY SONY OR ITS SUPPLIERS BE LIABLE FOR ANY INDIRECTPROSPECTIVE PROFITS, OR SPECIAL, INCIDENTAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT (INCLUDING WITHOUT LIMITATION THE BREACH OF THIS AGREEMENT BY SCEE), WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), INDEMNITY, PRODUCT LIABILITY OR OTHERWISE. IN NO EVENT SHALL SONY'S LIABILITY ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING LIABILITY FOR DIRECT DAMAGES, AND INCLUDING WITHOUT LIMITATION ANY LIABILITY UNDER CLAUSE 11.1, EXCEED THE PLATFORM CHARGE PAID BY PUBLISHER TO SCEE UNDER CLAUSE 7 WITHIN THE 2 (TWO) YEARS PRIOR TO THE SPRINKLR SERVICES.
7.2 DATE OF THE FIRST OCCURRENCE OF THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH LIABILITY. EXCEPT FOR (i) EITHER PARTY’S GROSS NEGLIGENCE AS EXPRESSLY SET FORTH HEREIN, NO SONY ENTITY, NOR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR WILLFUL MISCONDUCT; (ii) AGENTS, SHALL BEAR ANY RISK, OR HAVE ANY RESPONSIBILITY OR LIABILITY, OF ANY KIND TO PUBLISHER OR TO ANY THIRD PARTIES WITH RESPECT TO THE PARTIES’ INDEMNIFICATION OBLIGATIONS; FUNCTIONALITY AND/OR (iii) A BREACH PERFORMANCE OF SECTION 2.8, LICENSED PRODUCTS.
12.2 IN NO EVENT SHALL PUBLISHER BE LIABLE TO SCEE FOR PROSPECTIVE PROFITS, OR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT (INCLUDING WITHOUT LIMITATION THE TOTAL BREACH OF THIS AGREEMENT BY PUBLISHER), WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), INDEMNITY, PRODUCT LIABILITY OF ONE PARTY TO THE OTHER PARTY FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE), ARISING FROM THIS AGREEMENT OR AGENCY’S AND/OR AGENCY’S CLIENTS’ USE OF THE SPRINKLR SERVICES, EXCEED, IN THE AGGREGATE, THE TOTAL FEES RECEIVED BY OR PAYABLE TO SPRINKLR FROM AGENCY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. AGENCY ACKNOWLEDGES PROVIDED THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE PUBLISHER EXPRESSLY AGREES THAT SUCH LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS IN THIS SECTION NOT APPLY TO FEES DUE FOR THE SPRINKLR SERVICES UNDER DAMAGES RESULTING FROM PUBLISHER'S BREACH OF CLAUSES 2, 3, 4, 9 OR 11.2 OF THIS AGREEMENT.
7.3 Neither party will be liable to the other for any failure to perform12.3 SUBJECT AS EXPRESSLY PROVIDED IN CLAUSES 10.1 AND 10.2, or delay in the performance ofNO SONY ENTITY NOR ITS SUPPLIERS MAKE, any obligation under this Agreement caused by a Force Majeure EventNOR DOES PUBLISHER RECEIVE, ANY WARRANTIES (EXPRESS, IMPLIED OR STATUTORY) REGARDING THE SONY MATERIALS AND/OR UNITS OF MANUFACTURED MATERIALS MANUFACTURED HEREUNDER. SONY SHALL NOT BE LIABLE FOR ANY INJURY, LOSS OR DAMAGE, DIRECT OR CONSEQUENTIAL, ARISING OUT OF THE USE OF, OR INABILITY TO USE, SUCH UNITS OF MANUFACTURED MATERIALS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ANY WARRANTIES, CONDITIONS OR OTHER TERMS IMPLIED BY STATUTE OR COMMON LAW (INCLUDING AS TO MERCHANTABILITY, SATISFACTORY QUALITY AND/OR FITNESS FOR A PARTICULAR PURPOSE AND THE EQUIVALENTS THEREOF UNDER THE LAWS OF ANY JURISDICTION) ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. HOWEVER, NOTHING IN THIS AGREEMENT SHALL LIMIT SONY'S LIABILITY IN RELATION TO CLAIMS ARISING FROM THE INJURY OR DEATH OF ANY PERSON RESULTING FROM THE PROVEN NEGLIGENCE OF SONY.
Appears in 2 contracts
Sources: Licensed Publisher Agreement (Acclaim Entertainment Inc), Licensed Publisher Agreement (Acclaim Entertainment Inc)
Limitations of Liability. 7.1 IN NO EVENT SHALL EITHER PARTY WILL FOUNDATION (INCLUDING ITS SUBSIDIARIES, ITS PARENT AND SUBSIDIARIES OF ITS PARENT, ITS SERVICE PROVIDERS AND LICENSORS, AND THE EMPLOYEES, OFFICERS, DIRECTORS AND AGENTS THEREOF) BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL PUNITIVE DAMAGES UNDER THIS AGREEMENT OR IN CONNECTION WITH THIS AGREEMENTANY SERVICES PROVIDED BY FOUNDATION HEREUNDER, INCLUDING WITHOUT LIMITATION LIMITATION, DAMAGES FOR LEA'S MISUSE OF THE CALIFORNIA COLLEGES WEBSITE, LOSS OF REVENUE BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANTICIPATED PROFITS OTHER PECUNIARY LOSS ARISING OUT OF THE USE OR LOST BUSINESS OR LOST SALES INABILITY TO USE THE SERVICES, DATA OR ANY OTHER MATTER RELATING OUTPUT, EVEN IF FOUNDATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF AVAILABLE REMEDIES ARE FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. THE SPRINKLR SERVICES.
7.2 EXCEPT TOTAL LIABILITY, IF ANY, OF FOUNDATION (INCLUDING ITS SUBSIDIARIES, ITS PARENT AND SUBSIDIARIES OF ITS PARENT, ITS SERVICE PROVIDERS AND LICENSORS, AND THE EMPLOYEES, OFFICERS, DIRECTORS AND AGENTS THEREOF) IN THE AGGREGATE OVER THE TERM OF THIS AGREEMENT FOR (i) EITHER PARTY’S GROSS NEGLIGENCE ALL CLAIMS, CAUSES OF ACTION OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; LIABILITY WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE ARISING UNDER OR IN ANY WAY RELATED TO THIS AGREEMENT AND/OR THE SERVICES PROVIDED HEREUNDER (iii) A BREACH OF SECTION 2.8COLLECTIVELY, IN NO EVENT “CLAIMS’), SHALL THE TOTAL LIABILITY OF ONE PARTY BE LIMITED TO THE OTHER PARTY LEA’S DIRECT DAMAGES, ACTUALLY INCURRED. FOUNDATION, (INCLUDING ITS SERVICE PROVIDERS, VENDOR, AND LICENSORS, AND THE EMPLOYEES, OFFICERS, DIRECTORS AND AGENTS THEREOF) SHALL HAVE NO LIABILITY, EXPRESS OR IMPLIED, WHETHER ARISING UNDER CONTRACT, TORT OR OTHERWISE, FOR ANY AND ALL DAMAGESCLAIM OR DEMAND: (A) RESULTING DIRECTLY OR INDIRECTLY FROM FOUNDATION’S INTERNAL OPERATIONS, LOSSESEQUIPMENT, AND CAUSES OF ACTION SYSTEMS OR SOFTWARE OWNED OR LICENSED BY FOUNDATION; OR (WHETHER IN CONTRACT OR TORTB) BY THIRD PARTIES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE), ARISING FROM THIS AGREEMENT OR AGENCY’S AND/OR AGENCY’S CLIENTS’ USE EVEN IF FOUNDATION WAS ADVISED OF THE SPRINKLR SERVICESPOSSIBILITY OF SUCH CLAIMS OR DEMANDS, EXCEED, IN THE AGGREGATE, THE TOTAL FEES RECEIVED BY OR PAYABLE TO SPRINKLR FROM AGENCY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITYEXCEPT AS EXPRESSLY PROVIDED OTHERWISE HEREIN. AGENCY ▇▇▇ ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES FOUNDATION PROVIDES THESE SERVICES WITHOUT A FEE AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREININ THIS AGREEMENT, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS IN THIS SECTION APPLY TO FEES DUE FOR THE SPRINKLR SERVICES UNDER THIS AGREEMENT.
7.3 Neither party will be liable to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure Event.
Appears in 2 contracts
Sources: Terms and Conditions of Partnership, Partnership Agreement
Limitations of Liability. 7.1 EXCEPT WITH RESPECT TO CLAMS RELATED TO EACH PARTY’S NONDISCLOSURE OBLIGATIONS UNDER SECTION 11, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING TO THE SPRINKLR SERVICES.
7.2 EXCEPT FOR (i) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iii) A BREACH OF SECTION 2.8, IN NO EVENT SHALL THE TOTAL LIABILITY OF ONE PARTY TO THE OTHER PARTY FOR ANY AND ALL INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSESINCLUDING ANY LOST PROFITS, EXEMPLARY OR SPECIAL DAMAGES, HOWEVER CAUSED AND CAUSES ON ANY THEORY OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE)LIABILITY, ARISING FROM OUT OF THIS AGREEMENT OR AGENCYOTHERWISE. IN ALL EVENTS, EACH PARTY’S AND/OR AGENCY’S CLIENTS’ USE OF THE SPRINKLR SERVICES, EXCEED, TOTAL LIABILITY IN THE AGGREGATE, THE TOTAL FEES RECEIVED BY OR PAYABLE TO SPRINKLR FROM AGENCY AGGREGATE UNDER THIS AGREEMENT IN THE TWELVE (12EXCEPT WITH RESPECT TO LICENSEE’S ROYALTY OBLIGATIONS AND WITH CLAIMS RELATED TO EACH PARTY’S NONDISCLOSURE OBLIGATIONS UNDER SECTION 11) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE IS LIMITED TO THE LIABILITY. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO SHALL NOT EXCEED FIVE HUNDRED THOUSAND U.S. DOLLARS (US $500,000), PLUS ANY ATTORNEYS’ FEES AND INTEREST WHICH MAY BE DUE UNDER THIS AGREEMENT IN RELIANCE UPON OR UNDER LAW. FOR THE LIMITATIONS AVOIDANCE OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREINDOUBT, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS NOTHING IN THIS SECTION APPLY 7 SHALL BE CONSTRUED TO FEES DUE FOR LIMIT THE SPRINKLR LIABILITY OF LICENSEE RESULTING FROM LICENSEE’S MANUFACTURE, SALE OR USE OF ANY PRODUCTS OR SERVICES UNDER THIS AGREEMENTOUTSIDE OF THE SCOPE OF THE LICENSE GRANTED HEREUNDER.
7.3 Neither party will be liable to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure Event.
Appears in 2 contracts
Sources: Settlement and Patent License Agreement (Omniture, Inc.), Settlement and Patent License Agreement (Omniture, Inc.)
Limitations of Liability. 7.1 IN NO EVENT 8.1 The following limitations are in addition to those set forth in the MSA. For purposes of Section 8 and all other exclusive remedies and limitations of liability set forth in the MSA, Provider shall be defined as including Provider Affiliates, and Provider and their employees, directors, officers, agents, representatives, subcontractors, interconnection, service providers and suppliers; and "Client" shall be defined as Client, its Affiliates, and its and their employees, directors, officers, agents, and representatives.
8.2 PROVIDER SHALL EITHER PARTY NOT BE LIABLE FOR ANY INDIRECTDAMAGES ARISING OUT OF OR RELATING TO: (a) INTEROPERABILITY, SPECIALINTERACTION, INCIDENTALACCESS OR INTERCONNECTION PROBLEMS WITH APPLICATIONS, PUNITIVEEQUIPMENT, SERVICES, CONTENT OR NETWORKS PROVIDED BY ALTERED MESSAGES OR TRANSMISSIONS, EXCEPT AS OTHERWISE PROVIDED IN THE SLA OR APPLICABLE TERMS AND CONDITIONS IN ANNEX 2, (b) UNAUTHORIZED ACCESS TO OR THEFT, ALTERATION, LOSS OR DESTRUCTION OF CLIENT'S OR THIRD PARTIES' APPLICATIONS, CONTENT, DATA, PROGRAMS, INFORMATION, NETWORK OR SYSTEMS UNLESS DUE TO PROVIDER'S NEGLIGENCE OR WILLFUL ACTIONS, OR CONSEQUENTIAL DAMAGES (c) ACTS OR OMISSIONS OF CLIENT OR CLIENT'S AGENTS OR REPRESENTATIVES THAT RESULT IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION LOSS THE FAILURE OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING DISRUPTIONS TO THE SPRINKLR SERVICES.
7.2 EXCEPT FOR (i) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iii) A BREACH OF SECTION 2.8, IN NO EVENT SHALL THE TOTAL LIABILITY OF ONE PARTY TO THE OTHER PARTY FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE), ARISING FROM THIS AGREEMENT OR AGENCY’S AND/OR AGENCY’S CLIENTS’ USE OF THE SPRINKLR SERVICES, EXCEED, IN THE AGGREGATE, THE TOTAL FEES RECEIVED BY OR PAYABLE TO SPRINKLR FROM AGENCY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON 8.3 THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS IN THIS SECTION APPLY TO 8 AND IN ANY OF THE APPLICALBE TERMS AND CONDITIONS SET FORTH IN ANNEX 2 SHALL APPLY: (a) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND (b) WHETHER OR NOT DAMAGES WERE FORESEEABLE. CLIENT ACKNOWLEDGES THAT THE FEES DUE FOR REFLECT THE SPRINKLR SERVICES UNDER ALLOCATION OF RISK SET FORTH IN THIS AGREEMENTMSA AND THAT PROVIDER WOULD NOT ENTER INTO THIS MSA, INCLUDING AGREEMENTS THERETO, WITHOUT THESE LIMITATIONS ON ITS LIABILITY. THESE LIMITATIONS OF LIABILITY SHALL SURVIVE FAILURE OF ANY EXCLUSIVE REMEDIES PROVIDED IN THE MSA.
7.3 Neither party will be liable to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure Event.
Appears in 2 contracts
Sources: Data Center Services Agreement, Data Center Services Agreement
Limitations of Liability. 7.1 IN 11.1 EXCEPT AS OTHERWISE SET FORTH HEREIN, ▇▇▇▇▇▇▇▇▇.▇▇▇ EXPRESSLY DISCLAIMS ANY LIABILITY OR LOSS ARISING FROM OR RELATED TO THE ▇▇▇▇▇▇▇▇▇.▇▇▇ SERVICES, THIRD PARTY SERVICE PROVIDERS OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE), INCLUDING WITHOUT LIMITATION, LIABILITY OR LOSS ASSOCIATED WITH UNAUTHORIZED ACCESS TO A SERVER, RESELLER INTERFACE, WEBSITE, FACILITY, YOUR DATA OR YOUR CUSTOMER DATA (INCLUDING CREDIT CARD NUMBERS AND OTHER PERSONALLY IDENTIFIABLE INFORMATION) DUE TO ACCIDENT, ILLEGAL OR FRAUDLENT MEANS, INCLUDING HACKING, OR DEVICES USED BY ANY THIRD PARTY, OR OTHER CAUSES BEYOND ▇▇▇▇▇▇▇▇▇.▇▇▇'S REASONABLE CONTROL. RESELLER EXPRESSLY AGREES THAT ▇▇▇▇▇▇▇▇▇.▇▇▇ SHALL NOT BE LIABLE FOR ANY LOSS ARISING FROM: (I) A THIRD PARTY’S INFILTRATION OF ▇▇▇▇▇▇▇▇▇.▇▇▇ SERVICES, SYSTEMS OR WEBSITE BY ANY MEANS, INCLUDING WITHOUT LIMITATION, DDoS ATTACKS, SOFTWARE VIRUSES, TROJAN HORSES, WORMS, TIME BOMBS, OR ANY OTHER SOFTWARE PROGRAMS, OR TECHNOLOGY; (II) DISRUPTION, DAMAGE, INTERCEPTION, UNAUTHORIZED ACCESS TO OR EXPROPRIATION OF THE ▇▇▇▇▇▇▇▇▇.▇▇▇ SERVICES, OR ANY SYSTEM, PROGRAM, DATA, TRANSACTION OR PERSONAL INFORMATION BELONGING TO ▇▇▇▇▇▇▇▇▇.▇▇▇, YOU OR ANY THIRD PARTY; OR (III) THE LIMITATION OF THE FUNCTIONING OF ANY SOFTWARE, HARDWARE, EQUIPMENT OR THE SERVICE.
11.2 UNDER NO EVENT SHALL CIRCUMSTANCES WILL (i) EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING TO THE SPRINKLR SERVICES.
7.2 EXCEPT FOR (i) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iii) A BREACH OF SECTION 2.8, IN NO EVENT SHALL THE TOTAL LIABILITY OF ONE PARTY TO THE OTHER PARTY FOR ANY AND INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGE OR LOSS SUFFERED OR INCURRED BY THE OTHER PARTY, REGARDLESS OF THE FORM OF ACTION, OR ANY LOSS OF REVENUE, PROFITS OR BUSINESS, ANTICIPATED SAVINGS, LOSS OF GOODWILL OR REPUTATION, COSTS OF DELAY, LOSS OR DAMAGED DATA, OR THE INCURRING OF LIABILITY FOR LOSS OR DAMAGE OF ANY NATURE WHATSOEVER SUFFERED BY THIRD PARTIES, ALL DAMAGESWHETHER IN CONTRACT, LOSSESSTRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE), AND CAUSES REGARDLESS OF ACTION WHETHER THE PARTIES KNEW OR HAD REASON TO KNOW OF THE POSSIBILITY OF THE LOSS, INJURY OR DAMAGE IN QUESTION; OR (WHETHER ii) ▇▇▇▇▇▇▇▇▇.▇▇▇’S TOTAL
11.3 THIRD PARTY PRODUCT AND SERVICES. ▇▇▇▇▇▇▇▇▇.▇▇▇ MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE WHATSOEVER IN CONTRACT RELATION TO THIRD PARTY PRODUCTS AND SERVICES. RESELLER’S RESALE, OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE), ARISING FROM THIS AGREEMENT OR AGENCY’S USE OF THIRD PARTY PRODUCTS AND SERVICES IS AT ITS OWN RISK. ▇▇▇▇▇▇▇▇▇.▇▇▇ ASSUMES NO RESPONSIBILITY AND EXPRESSLY DISCLAIMS ANY LIABILITY FOR CLAIMS OF LOSS AND/OR AGENCY’S CLIENTS’ FRAUD INCURRED RESULTING FROM THE RESALE, USE OF THE SPRINKLR SERVICESOR CONCLUSIONS DRAWN FROM ANY THIRD PARTY PRODUCT OR SERVICE, EXCEED, IN THE AGGREGATE, THE TOTAL FEES RECEIVED BY REGARDLESS OF WHETHER OR PAYABLE TO SPRINKLR FROM AGENCY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS NOT ▇▇▇▇▇▇▇▇▇.▇▇▇ IS A RESELLER OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS IN THIS SECTION APPLY TO FEES DUE OR REFERRAL AGENT FOR THE SPRINKLR SERVICES UNDER THIS AGREEMENTSUCH PRODUCT OR SERVICE.
7.3 Neither party will be liable to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure Event.
Appears in 2 contracts
Sources: Payment Gateway Reseller Agreement, Payment Gateway Reseller Agreement
Limitations of Liability. 7.1 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING TO THE SPRINKLR SERVICES.
7.2 EXCEPT FOR (i) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iii) A BREACH OF SECTION 2.8MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NOKIA, ITS AFFILIATES (INCLUDING THE TOTAL LIABILITY OF ONE PARTY OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND REPRESENTATIVES OR NOKIA OR ITS AFFILIATES), LICENSORS, RESELLERS OR SUPPLIERS BE LIABLE TO THE OTHER PARTY BUYER FOR ANY INDIRECT, CONSEQUENTIAL, PUNITIVE, INCIDENTAL, OR SPECIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM MALICIOUS SOFTWARE, LOSS OF USE, DATA OR PROFITS (HOWEVER CAUSED AND ALL DAMAGESUNDER ANY THEORY OF LIABILITY), LOSSESEVEN IF NOKIA, ITS AFFILIATES (INCLUDING THE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND CAUSES OF ACTION (WHETHER IN CONTRACT REPRESENTATIVES OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE NOKIA OR OTHERWISEITS AFFILIATES), ARISING FROM THIS AGREEMENT LICENSORS, RESELLERS OR AGENCY’S AND/OR AGENCY’S CLIENTS’ USE SUPPLIERS HAS BEEN ADVISED OF THE SPRINKLR SERVICES, EXCEED, IN THE AGGREGATE, THE TOTAL FEES RECEIVED BY OR PAYABLE TO SPRINKLR FROM AGENCY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS POSSIBILITY OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSESUCH DAMAGES. IN NO EVENT SHALL NOKIA’S, ITS AFFILIATES’, LICENSORS’ OR SUPPLIER’S LIABILITY FOR A PRODUCT (WHETHER ASSERTED AS A TORT CLAIM, A CONTRACT CLAIM, AN EQUITY CLAIM OR OTHERWISE) EXCEED THE AMOUNTS PAID TO NOKIA FOR SUCH PRODUCT(S). IN NO EVENT WILL NOKIA, ITS AFFILIATES (INCLUDING THE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND REPRESENTATIVES OR NOKIA OR ITS AFFILIATES), LICENSORS, RESELLERS OR SUPPLIERS BE LIABLE FOR (I) COSTS OF PROCUREMENT OF SUBSTITUTE GOODS BY BUYER; (II) LOSS OF BUSINESS OR WORK INTERRUPTION; OR (III) DAMAGES ARISING OUT OF LATE DELIVERY OF THE PRODUCTS. THE LIMITATIONS OF LIABILITY SET FORTH HEREIN SHALL APPLY TO ALL LIABILITIES THAT MAY ARISE OUT OF THIRD PARTY CLAIMS AGAINST BUYER. THESE LIMITATIONS OF LIABILITY SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE LIMITATIONS SET FORTH IN THIS SECTION 8 SHALL APPLY WHERE THE DAMAGES ARISE OUT OF OR RELATE TO FEES DUE FOR THE SPRINKLR SERVICES UNDER THIS AGREEMENT.
7.3 Neither party will be liable to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure Event.
Appears in 2 contracts
Sources: Terms and Conditions of Sale, Terms and Conditions of Sale
Limitations of Liability. 7.1 NOTWITHSTANDING ANYTHING TO THE CONTRARY EXPRESSED OR IMPLIED HEREIN:
a. IN NO EVENT SHALL EITHER PARTY TRUCE BE LIABLE TO CUSTOMER OR ANY OF CUSTOMER’S USERS, ADMINISTRATORS OR ANY OTHER EMPLOYEE, CONTRACTOR, AGENT OR OTHER PERSONNEL (THE “CUSTOMER PARTIES”) FOR ANY OF THE FOLLOWING, WHETHER TRUCE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES: (1) ANY INDIRECT, SPECIAL, INCIDENTALCONSEQUENTIAL, PUNITIVE, OR CONSEQUENTIAL EXEMPLARY DAMAGES, INCLUDING LOST PROFITS AND LOST SAVINGS; (2) ANY CLAIM ASSERTED BY ANY THIRD PARTY (EXCEPT FOR THIRD PARTY CLAIMS SUBJECT TO TRUCE’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 15); (3) TO THE EXTENT ALLOWED BY APPLICABLE LAW, ANY CLAIMS OR DAMAGES RESULTING FROM DEATH OF OR INJURY TO ANY OF THE CUSTOMER PARTIES OR ANY OTHER PERSON OR ENTITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENTTHE INSTALLATION, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE USE, IMPROPER USE, OR ANTICIPATED PROFITS INABILITY TO USE THE TRUCE SYSTEM; AND, (4) ANY LEGAL FEES OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING EXPENSES RELATED THERETO (EXCEPT FOR THIRD PARTY CLAIMS SUBJECT TO THE SPRINKLR SERVICESTRUCE’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 15).
7.2 EXCEPT FOR (i) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iii) A BREACH OF SECTION 2.8, IN NO EVENT SHALL b. THE TOTAL LIABILITY OF ONE PARTY TRUCE TO THE OTHER PARTY FOR ANY AND ALL CUSTOMER PARTIES WILL BE LIMITED TO THE LESSER OF (1) CUSTOMER’S ACTUAL DIRECT DAMAGES, LOSSES, AND CAUSES OF ACTION IF ANY OR (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE), ARISING 2) THE CUMULATIVE PAYMENTS ACTUALLY RECEIVED BY TRUCE FROM CUSTOMER PURSUANT TO THIS AGREEMENT OR AGENCY’S AND/OR AGENCY’S CLIENTS’ USE OF THE SPRINKLR SERVICES, EXCEED, IN THE AGGREGATE, THE TOTAL FEES RECEIVED BY OR PAYABLE TO SPRINKLR FROM AGENCY UNDER THIS AGREEMENT IN DURING THE TWELVE (12) MONTHS MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE DATE ON WHICH THE APPLICABLE CLAIM AROSE; PROVIDED THAT THE FOREGOING LIMITATION ON LIABILITY SHALL NOT APPLY TO TRUCE’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 15 BELOW.
c. THE LIABILITYFOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE-STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE THESE LIMITATIONS OF LIABILITY AND ARE AN ESSENTIAL CONDITION OF THE DISCLAIMERS OF WARRANTIES AND DAMAGES AGREEMENT.
d. THE LIMITATIONS SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS IN THIS SECTION 14 SHALL APPLY TO FEES DUE FOR REGARDLESS OF THE SPRINKLR SERVICES UNDER FORM, NATURE OR TYPE OF CLAIM OR CAUSE OF ACTION ASSERTED BY ANY CUSTOMER PARTY, WHETHER IN CONTRACT, TORT OR OTHERWISE, AND SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT, REGARDLESS OF THE REASON FOR SUCH TERMINATION.
7.3 Neither party will be liable to e. Notwithstanding the other for any failure to performforegoing, the parties acknowledge that, in some jurisdictions, applicable law does not allow the exclusion or limitation of incidental, consequential or special damages, the exclusion of implied warranties, or delay in limitations on how long a given warranty may last, so some of the performance of, any obligation under this Agreement caused by a Force Majeure Eventabove limitations may not apply.
Appears in 2 contracts
Sources: Software License and Services Agreement, Software License and Services Agreement
Limitations of Liability. 7.1 9.1 CHC’S REPRESENTATIONS AND WARRANTIES ARE THOSE SET FORTH IN ARTICLE 9 OF THIS AGREEMENT. CHC DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE. CHC DOES NOT GUARANTEE THE PAYMENT OR THE TIMING OF PAYMENT OF ANY CLAIMS SUBMITTED THROUGH THE CHC SERVICES. PAYMENT REMAINS THE RESPONSIBILITY OF THE PARTICULAR PAYER OF HEALTH CARE SERVICES AND/OR SUPPLIER TO WHICH THE PROVIDER IS SUBMITTING. IN NO EVENT SHALL EITHER PARTY CHC BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENTSPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOSS BUT NOT LIMITED TO LOST PROFITS, EVEN IF CHC HAS BEEN ADVISED OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES THE POSSIBILITY OF SUCH DAMAGES. CHC’S AGGREGATE LIABILITY TO PROVIDER UNDER THIS AGREEMENT AND WITH RESPECT TO THE CHC IP FURNISHED HEREUNDER (WHETHER UNDER CONTRACT, TORT, OR ANY OTHER MATTER RELATING THEORY OF LAW OR EQUITY) SHALL NOT EXCEED, UNDER ANY CIRCUMSTANCES, THE PRICE PAID BY PROVIDER TO CHC FOR THE SPRINKLR SERVICES.
7.2 EXCEPT FOR (i) EITHER PARTYPARTICULAR CHC IP INVOLVED DURING THE ONE YEAR PRECEDING PROVIDER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) CLAIM. THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iii) A BREACH FOREGOING LIMITATION OF SECTION 2.8, LIABILITY REPRESENTS THE ALLOCATION OF RISK OF FAILURE BETWEEN THE PARTIES AS REFLECTED IN NO EVENT SHALL THE TOTAL LIABILITY OF ONE PARTY TO THE OTHER PARTY FOR ANY PRICING HEREUNDER AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE), ARISING FROM THIS AGREEMENT OR AGENCY’S AND/OR AGENCY’S CLIENTS’ USE IS AN ESSENTIAL ELEMENT OF THE SPRINKLR SERVICES, EXCEED, IN THE AGGREGATE, THE TOTAL FEES RECEIVED BY OR PAYABLE TO SPRINKLR FROM AGENCY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
9.2 In the event that any information to be transmitted through the CHC Services is not transmitted by CHC or is not accurately transmitted as a result of CHC’s failure to perform the CHC Services in accordance with the terms of this Agreement, and such results in damage to Provider, then CHC’s sole obligation and liability to Provider for such event (subject to reasonable mitigation by Provider and the limitation of liability set forth in Section 9.1), shall be limited to furnishing credits on subsequent invoices from CHC to Provider in an amount equal to Provider’s actual damages incurred for reconstructing or retransmitting the data, including reasonable out-of-pocket expenses that Provider can demonstrate it has sustained and that are directly attributable to such failure. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSEProvider further agrees that CHC shall not be liable in any way for any inaccuracy resulting from errors or omissions or negligent or other wrongful acts of any employee or agent of Provider and its Affiliates and their respective agents. IN NO EVENT SHALL THE LIMITATIONS IN Any claim against CHC by Provider must be asserted in writing within sixty (60) days after CHC should have transmitted accurate information received from Provider or the transmission of inaccurate information on which the claim is based, whichever is applicable. Provider hereby agrees to promptly supply to CHC documentation reasonably requested by CHC to support any claim of Provider. THIS SECTION APPLY STATES THE ENTIRE LIABILITY OF CHC WITH RESPECT TO FEES DUE FOR THE SPRINKLR SERVICES UNDER THIS AGREEMENTCLAIMS THAT INFORMATION WAS NOT TRANSMITTED OR WAS TRANSMITTED INACCURATELY BY CHC.
7.3 Neither party will be liable to 9.3 CHC shall have no responsibility for determining the other accuracy of any claim submitted, for settling disputed claims, for settling disputed payments, for settling disagreements or disputes between a Payer and Provider, for any failure to performliability for the acts of a Payer and/or Provider that violate the Social Security Act and related regulations and/or guidelines, or delay in the performance for any liability foreseeable or otherwise occurring beyond CHC’s transmission of data.
9.4 Any claim or cause of action arising out of, any obligation based on, or relating to this Agreement not presented by Provider within one (1) year from the discovery of the claim or cause of action shall be deemed waived. Provider shall use commercially reasonable efforts to mitigate damages for which CHC may become responsible under this Agreement caused by a Force Majeure EventAgreement.
9.5 Except for Provider’s payment obligations hereunder, neither party shall be responsible for delays or failures in performance resulting from acts or events beyond its reasonable control, including but not limited to, acts of nature, governmental actions, fire, labor difficulties or shortages, civil disturbances, transportation problems, interruptions of power, supply or communications or natural disasters, provided such party takes reasonable efforts to minimize the effect of such acts or events.
Appears in 2 contracts
Sources: Terms & Conditions, Terms & Conditions
Limitations of Liability. 7.1 EXCEPT AS OTHERWISE EXPRESSLY SET OUT IN THIS AGREEMENT:
6.3.1 EACH PARTY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED OR EXPRESS WARRANTIES AND MAKES NO EVENT EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING WARRANTIES OF MERCHANTABILITY, SAFETY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE LICENSED TECHNOLOGY, OR THAT THE LICENSED TECHNOLOGY CAN BE EXPLOITED TO GENERATE REVENUES;
6.3.2 UHN DOES NOT WARRANT OR REPRESENT THAT ISSUED PATENTS ARE VALID, OR PENDING PATENT APPLICATIONS WILL ISSUE, OR WHEN ISSUED WILL BE VALID, OR THAT THE PRACTICE OR EXPLOITATION OF ANY LICENSED TECHNOLOGY PROVIDED PURSUANT TO THIS AGREEMENT, DOES NOT, OR WILL NOT, CONSTITUTE INFRINGEMENT OF RIGHTS OF THIRD PARTIES;
6.3.3 NEITHER PARTY SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTALCONSEQUENTIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENTPUNITIVE DAMAGE OR LOSS OF BUSINESS OR LOSS OF PROFITS SUFFERED BY SUCH OTHER PARTY RESULTING FROM THE USE OR OTHER EXPLOITATION OF THE LICENSED TECHNOLOGY, INCLUDING WITHOUT LIMITATION LOSS THE SALE OF REVENUE ANY LICENSED PRODUCTS. FURTHERMORE, UHN MAKES NO REPRESENTATION THAT THE LICENSED TECHNOLOGY IS FREE FROM DEFECT OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING TO THE SPRINKLR SERVICES.
7.2 EXCEPT FOR (i) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iii) A BREACH OF SECTION 2.8, IN NO EVENT SHALL THE TOTAL LIABILITY OF ONE PARTY TO THE OTHER PARTY FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE), ARISING FROM THIS AGREEMENT OR AGENCY’S AND/OR AGENCY’S CLIENTS’ USE OF THE SPRINKLR SERVICES, EXCEED, IN THE AGGREGATE, THE TOTAL FEES RECEIVED BY OR PAYABLE TO SPRINKLR FROM AGENCY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS IN THIS SECTION APPLY TO FEES DUE FOR THE SPRINKLR SERVICES UNDER THIS AGREEMENTINTELLECTUAL PROPERTY INFRINGEMENT.
7.3 Neither party will be liable to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure Event.
Appears in 2 contracts
Sources: Exclusive License Agreement (AVROBIO, Inc.), Exclusive License Agreement (AVROBIO, Inc.)
Limitations of Liability. 7.1 IN 5.6.1. UNDER NO EVENT CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE WHETHER IN CONTRACT, IN TORT (INCLUDING GROSS NEGLIGENCE), UNDER ANY WARRANTY OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR FOR EXEMPLARY OR PUNITIVE LOSSES OR DAMAGES, OR ANY LOSS OF PROFITS (SAVE IN RELATION TO SELLER’S LOSS OF PROFIT ARISING FROM THE BUYER’S FAILURE OR REFUSAL TO TAKE OR ACCEPT DELIVERY OF THE GOODS OR ANY PART THEREOF CONTRARY TO THE TERMS OF THE PURCHASE ORDER) OR REVENUES, OR ANY COST OF LABOR, RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENTTHE GOODS OR SELLER’S PERFORMANCE UNDER, INCLUDING WITHOUT LIMITATION LOSS OR BREACH OF, THE PURCHASE ORDER, EVEN IF THE PARTIES HAVE BEEN ADVISED OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY SHALL UNDERTAKE ITS BEST EFFORTS TO THE SPRINKLR SERVICESMITIGATE ITS LOSSES.
7.2 EXCEPT 5.6.2. FOR (i) THE AVOIDANCE OF DOUBT, EITHER PARTY MAY SEEK TO RECOVER FROM THE DEFAULTING PARTY ANY ACTUAL DIRECT DAMAGES INCURRED AS A RESULT OF THE DEFAULTING PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iii) A BREACH OF SECTION 2.8, IN NO EVENT SHALL THE TOTAL LIABILITY OF ONE PARTY TO THE OTHER PARTY FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION PURCHASE ORDER (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISEREASONABLE ATTORNEYS’ FEES AND COSTS); PROVIDED, ARISING FROM THIS AGREEMENT OR AGENCY’S AND/OR AGENCY’S CLIENTS’ USE OF THE SPRINKLR SERVICESHOWEVER, EXCEEDTHAT NOTWITHSTANDING ANYTHING CONTAINED HEREIN, IN THE AGGREGATE, THE TOTAL FEES RECEIVED BY OR PAYABLE TO SPRINKLR FROM AGENCY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREINFULL EXTENT PERMITTED BY APPLICABLE LAW, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS BUYER’S LIABILITY IN THIS SECTION APPLY CONNECTION WITH THE GOODS OR THE PURCHASE ORDER EXCEED THE TOTAL GOODS VALUE (INCLUDING, BUT NOT LIMITED TO FEES DUE TRANSPORTATION COSTS, STORAGE COSTS, ETC.) PAID TO THE SELLER BY THE BUYER FOR THE SPRINKLR SERVICES UNDER THIS AGREEMENTGOODS.
7.3 Neither party will be liable to the other for any failure to perform5.6.3. UNDER NO CIRCUMSTANCES SHALL THE BUYER BE LIABLE FOR THE SELLER’S LOSS OF PROFIT, or delay in the performance ofNON RECEIPT OF REVENUE, any obligation under this Agreement caused by a Force Majeure EventBUSINESS INTERRUPTIONS, THE SUSPENSION OF COMMERCIAL ACTIVITIES, OR FOR ANY INDIRECT LOSS IRRESPECTIVE OF ITS CHARACTER AND REASON.
5.6.4. BOTH PARTIES ACKNOWLEDGE AND AGREE THAT THE EXCLUSIVE REMEDIES AND LIMITATIONS OF LIABILITIES SET FORTH HEREIN WERE BARGAINED FOR ON AN EQUAL FOOTING AND ARE CONDITIONS OF THE PURCHASE ORDER.
5.6.5. NOTHING IN THE PURCHASE ORDER SHALL LIMIT OR EXCLUDE THE LIABILITY OF EITHER PARTY FOR DEATH OR PERSONAL INJURY RESULTING FROM ITS NEGLIGENCE OR FOR FRAUDULENT MISREPRESENTATION.
Appears in 2 contracts
Sources: Purchase Terms and Conditions, Purchase Terms and Conditions
Limitations of Liability. 7.1 14.1 TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INJURY TO OR LOSS OF GOODWILL, REPUTATION, BUSINESS, PRODUCTION, REVENUES, PROFITS, ANTICIPATED PROFITS, CONTRACTS, OR OPPORTUNITIES (REGARDLESS OF HOW THESE ARE CLASSIFIED AS DAMAGES), OR SHALL BE ENTITLED TO RECOVER FROM THE OTHER PARTY ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, INCLUDING LOST PROFITS, OR PUNITIVE DAMAGES IN CONNECTION WITH THIS AGREEMENT WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY, OR OTHERWISE (INCLUDING THE ENTRY INTO, PERFORMANCE, OR BREACH OF THIS AGREEMENT), REGARDLESS OF THE FORESEEABILITY THEREOF AND REGARDLESS OFWHETHER SUCH PARTY HAS BEEN INFORMED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES; PROVIDED, HOWEVER, THAT THIS SECTION 14.1 SHALL NOT BE CONSTRUED TO LIMIT (A)EITHER PARTY’S RIGHT TO SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES FOR THE OTHER PARTY’S BREACH OF ARTICLE 10 (CONFIDENTIALITY), FRAUD, INTENTIONAL MISREPRESENTATION OR (B) EITHER PARTY’S INDEMNIFICATION RIGHTS OR OBLIGATIONS UNDER ARTICLE 16 TO THE EXTENT THAT A THIRD PARTY IS AWARDED ANY SUCH DAMAGES OR AMOUNTS.
14.2 THE PARTIES AGREE THAT THE LIMITATIONS SPECIFIED IN THIS ARTICLE 14 WILL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
14.3 IN ADDITION AND WITHOUT LIMITING THE OTHER PROVISIONS IN THIS ARTICLE 14, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR TO THE OTHER PARTY OR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF THEIR RESPECTIVE AFFILIATES IN CONNECTION WITH OR RELATING TO THIS AGREEMENT FOR DAMAGES, EXPENSES OR MONETARY REMEDIES OF ANY KIND THAT IN THE AGGREGATE EXCEED THE FEES AND EXPENSES ACTUALLY INCURRED BY ORCHESTRA IN THE PERFORMANCE OF ITS RESPONSIBILITIES UNDER THIS AGREEMENT IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM LEADING TO SUCH DAMAGES, EXPENSES OR REMEDIES AROSE, AND IN NO CASE TO EXCEED [***] DOLLARS ($[***]); PROVIDED, HOWEVER, THAT THIS SECTION 14.3 SHALL NOT BE CONSTRUED TO LIMIT (A) EITHER PARTY’S RECOVERY FOR THE OTHER PARTY’S BREACH OF ARTICLE 10 (CONFIDENTIALITY), FRAUD, INTENTIONAL MISREPRESENTATION, (B) EITHER PARTY’S INDEMNIFICATION RIGHTS OR OBLIGATIONS UNDER ARTICLE 16 [***], OR (C) EITHER PARTY’S RECOVERY FOR THE OTHER PARTY’S BREACH OF ANY PAYMENT OR REIMBURSEMENT OBLIGATIONS IN CONNECTION WITH OR RELATING TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING TO THE SPRINKLR SERVICES.
7.2 EXCEPT FOR (i) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iii) A BREACH OF SECTION 2.8, IN NO EVENT SHALL THE TOTAL LIABILITY OF ONE PARTY TO THE OTHER PARTY FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE), ARISING FROM THIS AGREEMENT OR AGENCY’S AND/OR AGENCY’S CLIENTS’ USE OF THE SPRINKLR SERVICES, EXCEED, IN THE AGGREGATE, THE TOTAL FEES RECEIVED BY OR PAYABLE TO SPRINKLR FROM AGENCY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES THOSE SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS IN THIS SECTION APPLY TO FEES DUE FOR THE SPRINKLR SERVICES UNDER THIS AGREEMENT8.4 (REPORTS; PAYMENTS).
7.3 Neither party will be liable to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure Event.
Appears in 2 contracts
Sources: Exclusive License and Collaboration Agreement (Health Sciences Acquisitions Corp 2), Exclusive License and Collaboration Agreement (Health Sciences Acquisitions Corp 2)
Limitations of Liability. 7.1 EXCEPT WITH RESPECT TO CLAIMS RELATED TO NETRATINGS’ OR LICENSEE’S NON-DISCLOSURE OBLIGATIONS UNDER SECTION 10, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING TO THE SPRINKLR SERVICES.
7.2 EXCEPT FOR (i) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iii) A BREACH OF SECTION 2.8, IN NO EVENT SHALL THE TOTAL LIABILITY OF ONE PARTY TO THE OTHER PARTY FOR ANY AND ALL INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSESINCLUDING ANY LOST PROFITS, * This information has been omitted pursuant to a request for confidential treatment under 24b-2 of the Exchange Act of 1934 and has been filed separately with the Securities and Exchange Commission. EXEMPLARY OR SPECIAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING OUT OF THIS AGREEMENT. IN ALL EVENTS, EACH PARTY’S TOTAL LIABILITY IN THE AGGREGATE UNDER THIS AGREEMENT (EXCEPT WITH RESPECT TO CLAIMS RELATED TO NETRATINGS’ OR LICENSEE’S NON-DISCLOSURE OBLIGATIONS UNDER SECTION 10) IS LIMITED TO AND SHALL NOT EXCEED: (I) WITH RESPECT TO NETRATINGS, THE MONIES RECEIVED BY NETRATINGS FROM LICENSEE UNDER THIS AGREEMENT, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORTII) WITH RESPECT TO LICENSEE, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE), ARISING FROM TWO MILLION U.S. DOLLARS (US $2,000,000) PLUS INTEREST DUE UNDER THIS AGREEMENT OR AGENCY’S AND/OR AGENCY’S CLIENTS’ USE BY LAW. FOR THE AVOIDANCE OF THE SPRINKLR SERVICESDOUBT, EXCEED, IN THE AGGREGATE, THE TOTAL FEES RECEIVED BY OR PAYABLE TO SPRINKLR FROM AGENCY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS NOTHING IN THIS SECTION APPLY 6 SHALL BE CONSTRUED TO FEES DUE FOR LIMIT ANY LIABILITY OF LICENSEE RESULTING FROM LICENSEE’S MANUFACTURE, SALE OR USE OF ANY PRODUCTS OR SERVICES OUTSIDE OF THE SPRINKLR SERVICES UNDER THIS AGREEMENTSCOPE OF THE LICENSE GRANTED HEREUNDER.
7.3 Neither party will be liable to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure Event.
Appears in 2 contracts
Sources: Settlement and Patent Cross License Agreement (Omniture, Inc.), Settlement and Patent Cross License Agreement (Visual Sciences, Inc.)
Limitations of Liability. 7.1 EXCEPT AS EXPRESSLY AND SPECIFICALLY PROVIDED IN NO EVENT THIS AGREEMENT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS, AND ALL WARRANTIES, REPRESENTATIONS, CONDITIONS AND ALL OTHER TERMS OF ANY KIND WHATSOEVER IMPLIED BY STATUTE OR COMMON LAW ARE EXCLUDED FROM THIS AGREEMENT. HACKTHEBOS DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THEIR OPERATION OR USE WILL BE UNINTERRUPTED OR ERROR FREE. HACKTHEBOX DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, TITLE, NON-INTERFERENCE, OR FITNESS FOR A PARTICULAR PURPOSE.
7.2 NOTHING IN THIS AGREEMENT SHALL EITHER LIMIT OR EXCLUDE THE LIABILITY OF A PARTY: (I) FOR DEATH OR PERSONAL INJURY CAUSED BY THAT PARTY’S NEGLIGENCE; (II) FOR FRAUD OR FRAUDULENT MISREPRESENTATION; AND (III) IN RESPECT OF THAT PARTY’S CONFIDENTIALITY AND INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT. NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE YOUR LIABILITY FOR ANY BREACH, INFRINGEMENT OR MISAPPROPRIATION OF OUR INTELLECTUAL PROPERTY RIGHTS.
7.3 SUBJECT TO SECTION 7.2, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE WHETHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT, MISREPRESENTATION, RESTITUTION OR OTHERWISE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH LOSS, DAMAGES, COSTS, CHARGES OR EXPENSES HOWEVER ARISING UNDER THIS AGREEMENT OR ANY LOSS OF BUSINESS, REVENUE OR PROFIT, OR DEPLETION OF REPUTATION OR GOODWILL OR SIMILAR LOSSES, OR LOSS OR CORRUPTION OF DATA OR INFORMATION, OR PURE ECONOMIC LOSS HOWEVER ARISING.
7.4 SUBJECT TO SECTION 7.2, TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY’S MAXIMUM LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION LOSS OF REVENUE NEGLIGENCE) MISREPRESENTATION, RESTITUTION OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING TO THE SPRINKLR SERVICES.
7.2 EXCEPT FOR (i) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iii) A BREACH OF SECTION 2.8OTHERWISE, SHALL IN NO EVENT SHALL THE TOTAL LIABILITY OF ONE PARTY TO THE OTHER PARTY FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE), ARISING FROM THIS AGREEMENT OR AGENCY’S AND/OR AGENCY’S CLIENTS’ USE OF THE SPRINKLR SERVICES, EXCEED, IN THE AGGREGATE, THE TOTAL FEES RECEIVED BY OR PAYABLE ACTUALLY PAID TO SPRINKLR FROM AGENCY UNDER THIS AGREEMENT HACKTHEBOX IN RESPECT OF THE SUBSCRIBER’S SUBSCRIPTION IN THE TWELVE (12) 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO DATE ON WHICH THE LIABILITY. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS IN THIS SECTION APPLY TO FEES DUE FOR THE SPRINKLR SERVICES UNDER THIS AGREEMENTCLAIM AROSE.
7.3 Neither party will be liable to the other for any failure to perform7.5 SUBSCRIBER ACKNOWLEDGES AND AGREES THAT ABSENT ITS AGREEMENT TO THIS LIMITATION OF LIABILITY, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure EventHACKTHEBOX WOULD NOT PROVIDE THE SERVICE TO SUBSCRIBER.
Appears in 2 contracts
Sources: Terms of Service, Terms of Service
Limitations of Liability. 7.1 NEITHER PARTY NOR ANY OF ITS AFFILIATES (AND IN NO EVENT THE CASE OF ▇▇▇▇▇▇, ITS SUPPLIERS) SHALL EITHER PARTY BE LIABLE LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL OR EQUITABLE THEORY, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH DAMAGES, OR ANY LOSS OF REVENUE, GOODWILL, SAVINGS OR PROFITS (EXCLUDING FEES DUE UNDER THIS AGREEMENT), INCLUDING WITHOUT LIMITATION LOSS OR CORRUPTION OF REVENUE DATA OR ANTICIPATED PROFITS PROGRAMS, COSTS OF REPLACEMENT OR LOST THE REMEDY OF COVER, OR BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING TO INTERRUPTION DAMAGES, EVEN IF ADVISED OF THE SPRINKLR SERVICES.
7.2 EXCEPT FOR (i) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iii) A BREACH POSSIBILITY OF SECTION 2.8, IN NO EVENT SHALL THE TOTAL LIABILITY OF ONE PARTY TO THE OTHER PARTY FOR ANY AND ALL SUCH DAMAGES, LOSSES, EXPENSES OR COSTS. ▇▇▇▇▇▇’▇ (INCLUDING ITS AFFILIATES AND CAUSES SUPPLIERS) TOTAL, CUMULATIVE LIABILITY ARISING OUT OF ACTION (OR RELATED TO THIS AGREEMENT OR THE PRODUCTS OR SERVICES PROVIDED UNDER IT, WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISETORT (INCLUDING NEGLIGENCE), ARISING FROM THIS AGREEMENT OR AGENCY’S AND/ANY OTHER LEGAL OR AGENCY’S CLIENTS’ EQUITABLE THEORY, SHALL IN NO EVENT EXCEED THE TOTAL AMOUNTS ACTUALLY PAID TO ▇▇▇▇▇▇ BY CUSTOMER (LESS ANY REFUNDS OR CREDITS) FOR THE USE OF THE SPRINKLR SERVICES, EXCEED, IN PRODUCTS OR PROVISION OF THE AGGREGATE, SERVICES GIVING RISE TO THE TOTAL FEES RECEIVED BY OR PAYABLE TO SPRINKLR FROM AGENCY UNDER THIS AGREEMENT IN CLAIM DURING THE TWELVE (12) MONTHS MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE LIABILITYSUCH CLAIM. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET WITH RESPECT TO ANY PRODUCTS OR SERVICES PROVIDED TO CUSTOMER FREE OF CHARGE (SUCH AS EVALUATION SOFTWARE OR SERVICES), NEITHER HYLAND NOR ANY OF ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON AFFILIATES OR SUPPLIERS WILL BE LIABLE FOR DIRECT DAMAGES. THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH ABOVE SHALL NOT APPLY: (1) TO THE EXTENT SUCH LIMITATIONS ARE PROHIBITED BY LAW, (2) PAYMENTS TO A THIRD PARTY ARISING FROM ▇▇▇▇▇▇’▇ INDEMNIFICATION OBLIGATION FOR INTELLECTUAL PROPERTY INFRINGEMENT; OR (3) TO ANY CLAIMS, LOSSES OR DAMAGES ARISING OUT OF CUSTOMER’S OR CONTRACTOR’S OR COMMUNITY CONNECT USER’S PROHIBITED ACTS. IF CUSTOMER USES THE SOFTWARE, ▇▇▇▇▇▇ CLOUD SERVICE, ADD-ON SERVICES OR EQUIPMENT (AS THE CASE MAY BE) IN A CLINICAL SETTING, CUSTOMER ACKNOWLEDGES THAT THE SOFTWARE, ▇▇▇▇▇▇ CLOUD SERVICES, ADD-ON SERVICES OR EQUIPMENT DO NOT OFFER MEDICAL INTERPRETATIONS OF DATA, DIAGNOSE PATIENTS, OR RECOMMEND THERAPY OR TREATMENT; THE SOFTWARE, ▇▇▇▇▇▇ CLOUD SERVICE, ADD-ON SERVICES AND EQUIPMENT ARE AN INFORMATION RESOURCE AND IS NOT A SUBSTITUTE FOR THE SKILL, JUDGMENT AND KNOWLEDGE OF CUSTOMER’S USERS OF THE SOFTWARE, ▇▇▇▇▇▇ CLOUD SERVICE, ADD-ON SERVICES OR EQUIPMENT IN THE PROVISION OF HEALTHCARE SERVICES. IN ADDITION TO THE LIMITATIONS OF LIABILITY PROVIDED HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS ▇▇▇▇▇▇ SHALL NOT HAVE ANY LIABILITY FOR ANY ASPECT OF HEALTHCARE SERVICES PROVIDED BY CUSTOMER IN CONJUNCTION WITH ITS USE OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS IN THIS SECTION APPLY TO FEES DUE FOR THE SPRINKLR SOFTWARE, ▇▇▇▇▇▇ CLOUD SERVICE, ADD-ON SERVICES UNDER THIS AGREEMENTOR EQUIPMENT.
7.3 Neither party will be liable to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure Event.
Appears in 2 contracts
Sources: Master Agreement, Master Agreement
Limitations of Liability. 7.1 IN 11.1 EXCEPT AS OTHERWISE SET FORTH HEREIN, ▇▇▇▇▇▇▇▇▇.▇▇▇ EXPRESSLY DISCLAIMS ANY LIABILITY OR LOSS ARISING FROM OR RELATED TO THE ▇▇▇▇▇▇▇▇▇.▇▇▇ SERVICES, THIRD PARTY SERVICE PROVIDERS OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE), INCLUDING WITHOUT LIMITATION, LIABILITY OR LOSS ASSOCIATED WITH UNAUTHORIZED ACCESS TO A SERVER, RESELLER INTERFACE, WEBSITE, FACILITY, YOUR DATA OR YOUR CUSTOMER DATA (INCLUDING CREDIT CARD NUMBERS AND OTHER PERSONALLY IDENTIFIABLE INFORMATION) DUE TO ACCIDENT, ILLEGAL OR FRAUDLENT MEANS, INCLUDING HACKING, OR DEVICES USED BY ANY THIRD PARTY, OR OTHER CAUSES BEYOND ▇▇▇▇▇▇▇▇▇.▇▇▇'S REASONABLE CONTROL. RESELLER EXPRESSLY AGREES THAT ▇▇▇▇▇▇▇▇▇.▇▇▇ SHALL NOT BE LIABLE FOR ANY LOSS ARISING FROM: (I) A THIRD PARTY’S INFILTRATION OF ▇▇▇▇▇▇▇▇▇.▇▇▇ SERVICES, SYSTEMS OR WEBSITE BY ANY MEANS, INCLUDING WITHOUT LIMITATION, DDoS ATTACKS, SOFTWARE VIRUSES, TROJAN HORSES, WORMS, TIME BOMBS, OR ANY OTHER SOFTWARE PROGRAMS, OR TECHNOLOGY; (II) DISRUPTION, DAMAGE, INTERCEPTION, UNAUTHORIZED ACCESS TO OR EXPROPRIATION OF THE ▇▇▇▇▇▇▇▇▇.▇▇▇ SERVICES, OR ANY SYSTEM, PROGRAM, DATA, TRANSACTION OR PERSONAL INFORMATION BELONGING TO ▇▇▇▇▇▇▇▇▇.▇▇▇, YOU OR ANY THIRD PARTY; OR (III) THE LIMITATION OF THE FUNCTIONING OF ANY SOFTWARE, HARDWARE, EQUIPMENT OR THE SERVICE.
11.2 UNDER NO EVENT SHALL CIRCUMSTANCES WILL (i) EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING TO THE SPRINKLR SERVICES.
7.2 EXCEPT FOR (i) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iii) A BREACH OF SECTION 2.8, IN NO EVENT SHALL THE TOTAL LIABILITY OF ONE PARTY TO THE OTHER PARTY FOR ANY AND INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGE OR LOSS SUFFERED OR INCURRED BY THE OTHER PARTY, REGARDLESS OF THE FORM OF ACTION, OR ANY LOSS OF REVENUE, PROFITS OR BUSINESS, ANTICIPATED SAVINGS, LOSS OF GOODWILL OR REPUTATION, COSTS OF DELAY, LOSS OR DAMAGED DATA, OR THE INCURRING OF LIABILITY FOR LOSS OR DAMAGE OF ANY NATURE WHATSOEVER SUFFERED BY THIRD PARTIES, ALL DAMAGESWHETHER IN CONTRACT, LOSSESSTRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE), AND CAUSES REGARDLESS OF WHETHER THE PARTIES KNEW OR HAD REASON TO KNOW OF THE POSSIBILITY OF THE LOSS, INJURY OR DAMAGE IN QUESTION; OR (ii) ▇▇▇▇▇▇▇▇▇.▇▇▇’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT BE GREATER THAN THE FEES PAID OR PAYABLE TO ▇▇▇▇▇▇▇▇▇.▇▇▇ DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRIOR TO THE DATE THE FIRST CAUSE OF ACTION (WHETHER AROSE. NOTHING IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE), ARISING FROM THIS AGREEMENT SHALL BE DEEMED TO EXCLUDE OR AGENCYLIMIT LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED AS A MATTER OF LAW. 11.3 THIRD PARTY PRODUCT AND SERVICES. ▇▇▇▇▇▇▇▇▇.▇▇▇ MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE WHATSOEVER IN RELATION TO THIRD PARTY PRODUCTS AND SERVICES. RESELLER’S RESALE, OR USE OF THIRD PARTY PRODUCTS AND SERVICES IS AT ITS OWN RISK. ▇▇▇▇▇▇▇▇▇.▇▇▇ ASSUMES NO RESPONSIBILITY AND EXPRESSLY DISCLAIMS ANY LIABILITY FOR CLAIMS OF LOSS AND/OR AGENCY’S CLIENTS’ FRAUD INCURRED RESULTING FROM THE RESALE, USE OF THE SPRINKLR SERVICESOR CONCLUSIONS DRAWN FROM ANY THIRD PARTY PRODUCT OR SERVICE, EXCEED, IN THE AGGREGATE, THE TOTAL FEES RECEIVED BY REGARDLESS OF WHETHER OR PAYABLE TO SPRINKLR FROM AGENCY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS NOT ▇▇▇▇▇▇▇▇▇.▇▇▇ IS A RESELLER OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS IN THIS SECTION APPLY TO FEES DUE OR REFERRAL AGENT FOR THE SPRINKLR SERVICES UNDER THIS AGREEMENTSUCH PRODUCT OR SERVICE.
7.3 Neither party will be liable to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure Event.
Appears in 2 contracts
Sources: Payment Gateway Reseller Agreement, Payment Gateway Reseller Agreement
Limitations of Liability. 7.1 12.1 IN NO EVENT SHALL EITHER PARTY SONY OR ITS SUPPLIERS BE LIABLE FOR ANY INDIRECTPROSPECTIVE PROFITS, OR SPECIAL, INCIDENTAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT (INCLUDING WITHOUT LIMITATION THE BREACH OF THIS AGREEMENT BY SCEE), WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), INDEMNITY, PRODUCT LIABILITY OR OTHERWISE. IN NO EVENT SHALL SONY'S LIABILITY ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING LIABILITY FOR DIRECT DAMAGES, AND INCLUDING WITHOUT LIMITATION ANY LIABILITY UNDER CLAUSE 11.1, EXCEED THE PLATFORM CHARGE PAID BY PUBLISHER TO SCEE UNDER CLAUSE 7 WITHIN THE 2 (TWO) YEARS PRIOR TO THE SPRINKLR SERVICES.
7.2 DATE OF THE FIRST OCCURENCE OF THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH LIABILITY. EXCEPT FOR (i) EITHER PARTY’S GROSS NEGLIGENCE AS EXPRESSLY SET FORTH HEREIN, NO SONY ENTITY, NOR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR WILLFUL MISCONDUCT; (ii) AGENTS, SHALL BEAR ANY RISK, OR HAVE ANY RESPONSIBILITY OR LIABILITY, OF ANY KIND TO PUBLISHER OR TO ANY THIRD PARTIES WITH RESPECT TO THE PARTIES’ INDEMNIFICATION OBLIGATIONS; FUNCTIONALITY AND/OR (iii) A BREACH PERFORMANCE OF SECTION 2.8, LICENSED PRODUCTS.
12.2 IN NO EVENT SHALL PUBLISHER BE LIABLE TO SCEE FOR PROSPECTIVE PROFITS, OR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT (INCLUDING WITHOUT LIMITATION THE TOTAL BREACH OF THIS AGREEMENT BY PUBLISHER), WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), INDEMNITY, PRODUCT LIABILITY OF ONE PARTY TO THE OTHER PARTY FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE), ARISING FROM THIS AGREEMENT OR AGENCY’S AND/OR AGENCY’S CLIENTS’ USE OF THE SPRINKLR SERVICES, EXCEED, IN THE AGGREGATE, THE TOTAL FEES RECEIVED BY OR PAYABLE TO SPRINKLR FROM AGENCY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. AGENCY ACKNOWLEDGES PROVIDED THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE PUBLISHER EXPRESSLY AGREES THAT SUCH LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS IN THIS SECTION NOT APPLY TO FEES DUE FOR THE SPRINKLR SERVICES UNDER DAMAGES RESULTING FROM PUBLISHER'S BREACH OF CLAUSES 2, 3, 4, 9 OR 11.2 OF THIS AGREEMENT.
7.3 Neither party will be liable to the other for any failure to perform12.3 SUBJECT AS EXPRESSLY PROVIDED IN CLAUSES 10.1 AND 10.2, or delay in the performance ofNO SONY ENTITY NOR ITS SUPPLIERS MAKE, any obligation under this Agreement caused by a Force Majeure EventNOR DOES PUBLISHER RECEIVE, ANY WARRANTIES (EXPRESS, IMPLIED OR STATUTORY) REGARDING THE SONY MATERIALS AND/OR UNITS OF MANUFACTURED MATERIALS MANUFACTURED HEREUNDER. SONY SHALL NOT BE LIABLE FOR ANY INJURY, LOSS OR DAMAGE, DIRECT OR CONSEQUENTIAL, ARISING OUT OF THE USE OF, OR INABILITY TO USE, SUCH UNITS OF MANUFACTURED MATERIALS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ANY WARRANTIES, CONDITIONS OR OTHER TERMS IMPLIED BY STATUTE OR COMMON LAW (INCLUDING AS TO MERCHANTABILITY, SATISFACTORY QUALITY AND/OR FITNESS FOR A PARTICULAR PURPOSE AND THE EQUIVALENTS THEREOF UNDER THE LAWS OF ANY JURISDICTION) ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. HOWEVER, NOTHING IN THIS AGREEMENT SHALL LIMIT SONY'S LIABILITY IN RELATION TO CLAIMS ARISING FROM THE INJURY OR DEATH OF ANY PERSON RESULTING FROM THE PROVEN NEGLIGENCE OF SONY.
Appears in 2 contracts
Sources: Publisher Agreement (Driftwood Ventures, Inc.), Licensed Publisher Agreement (Activision Inc /Ny)
Limitations of Liability. 7.1 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING TO THE SPRINKLR SERVICES.
7.2 EXCEPT FOR (i) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iii) A BREACH OF SECTION 2.8MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL RELYMD BE LIABLE TO ANY PARTY FOR LOST PROFITS OR REVENUE OR FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE, COVER, SPECIAL, RELIANCE OR EXEMPLARY DAMAGES, OR INDIRECT DAMAGES OF ANY TYPE OR KIND HOWEVER CAUSED, WHETHER FROM BREACH OF WARRANTY, BREACH OR REPUDIATION OF CONTRACT, NEGLIGENCE, OR ANY OTHER LEGAL CAUSE OF ACTION FROM OR IN CONNECTION WITH THESE TERMS OF SERVICE OR ANY AGREEMENT (WHETHER OR NOT THE TOTAL PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). CERTAIN STATES AND/OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, IN WHICH CASE SUCH DAMAGES SHALL BE SUBJECT TO THE LIMITATIONS SET FORTH IN THE FOLLOWING PARAGRAPH. THE MAXIMUM LIABILITY OF ONE ANY PARTY ARISING OUT OF OR IN CONNECTION WITH ANY AGREEMENT OR ANY LICENSE, USE OR OTHER DE PLOYMENT OF THE RELYMD PLATFORM OR ANY SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON BREACH OR REPUDIATION OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, TORT, STATUTORY DUTY, OR OTHERWISE, SHALL BE NO GREATER THAN AN AMOUNT EQUAL TO THE EQUIVALENT OF THREE (3) MONTHS OF SUBSCRIPTION FEES APPLICABLE AT THE TIME OF THE EVENT. IN THE EVENT OF A BREACH OF SECTION 2.09 (CONFIDENTIALITY) OF THESE TERMS OF SERVICE, SUCH MAXIMUM LIABILITY OF EITHER PARTY SHALL BE AN AMOUNT EQUAL TO THE EQUIVALENT OF SIX (6) MONTHS OF SUBSCRIPTION FEES APPLICABLE AT THE TIME OF THE EVENT. NOTWITHSTANDING THE PREVIOUS SENTENCE, RELYMD SHALL NOT BE LIABLE TO ANY PARTY TO THE EXTENT SUCH LIABILITY WOULD NOT HAVE OCCURRED BUT FOR THE OTHER PARTY’S FAILURE TO COMPLY WITH THE TERMS OF SERVICE OR WITH THE TERMS OF ANY AGREEMENT. AS IT PERTAINS TO A CUSTOMER AGREEMENT, RELYMD AND THE CUSTOMER, EACH PARTY FOR ACKNOWLEDGES THAT THE FEES REFLECT THE ALLOCATION OF RISK SET FORTH IN ANY AGREEMENT AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT THAT THE PARTIES WOULD NOT LIMITED TO, NEGLIGENCE OR OTHERWISE), ARISING FROM THIS ENTER INTO ANY AGREEMENT OR AGENCY’S AND/OR AGENCY’S CLIENTS’ USE OF THE SPRINKLR SERVICES, EXCEED, IN THE AGGREGATE, THE TOTAL FEES RECEIVED BY OR PAYABLE TO SPRINKLR FROM AGENCY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE WITHOUT THESE LIMITATIONS ON THEIR LIABILITY. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT IN THE SAME FORM AN ESSENTIAL BASIS SECOND PARAGRAPH OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS IN THIS SECTION SHALL NOT APPLY TO FEES DUE FOR THE SPRINKLR SERVICES UNDER THIS AGREEMENTEITHER PARTY’S INDEMNITY OBLIGATIONS EXCEPT AS SET FORTH IN SECTION 6.0 BELOW.
7.3 Neither party will be liable to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure Event.
Appears in 2 contracts
Sources: Master Subscription Agreement, Master Subscription Agreement
Limitations of Liability. 7.1 IN 11.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO EVENT SHALL EITHER PARTY CIRCUMSTANCES WILL LASERFICHE OR ITS AFFILIATES, RESELLERS, DISTRIBUTORS, AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CONTRACTORS, SUPPLIERS, OR SERVICE PROVIDERS (INCLUDING AWS AND LASERFICHE CLOUD SOLUTION PROVIDERS) BE LIABLE TO SUBSCRIBER, SUBSCRIBER’S AFFILIATES, OR ANY USER, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, INCIDENTALCONSEQUENTIAL, PUNITIVEPUNITIVE OR EXEMPLARY DAMAGES, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION FOR LOSS OF REVENUE PROFITS, SALES, BUSINESS OPPORTUNITIES, REVENUES, GOODWILL, REPUTATION, INFORMATION OR ANTICIPATED PROFITS DATA, OR LOST BUSINESS COSTS OF SUBSTITUTE SOFTWARE, PRODUCTS, OR LOST SALES SERVICES, REGARDLESS OF WHETHER LASERFICHE OR ANY OTHER MATTER RELATING TO ITS AFFILIATES, RESELLERS, DISTRIBUTORS, AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CONTRACTORS, SUPPLIERS, OR SERVICE PROVIDERS (INCLUDING AWS AND LASERFICHE CLOUD SOLUTION PROVIDERS) HAVE BEEN ADVISED OF THE SPRINKLR SERVICES.
7.2 EXCEPT FOR (i) EITHER PARTY’S GROSS NEGLIGENCE POSSIBILITY OF SUCH DAMAGES OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iii) LOSSES, AND WHETHER BASED ON A BREACH OF SECTION 2.8CONTRACT OR WARRANTY, OR NEGLIGENCE, MISREPRESENTATION OR OTHER TORT, OR ON ANY OTHER LEGAL OR EQUITABLE THEORY, ARISING OUT OF OR CONCERNING THIS AGREEMENT OR LASERFICHE CLOUD OR THE LASERFICHE CLOUD SUBSCRIPTIONS, LASERFICHE SOFTWARE, LASERFICHE CONTENT, SERVICES ENVIRONMENT OR THE SERVICES PROVIDED HEREUNDER, INCLUDING ANY SYSTEMS, NETWORKS OR ENVIRONMENTS, RELATED TO THE FOREGOING.
11.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WILL THE TOTAL AGGREGATE CUMULATIVE LIABILITY OF ONE PARTY TO THE OTHER PARTY LASERFICHE FOR ANY AND ALL DAMAGESDAMAGES SUFFERED BY SUBSCRIBER, LOSSESSUBSCRIBER’S AFFILIATES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORTUSERS, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE)AND ANYONE ELSE, ARISING FROM OUT OF OR CONCERNING THIS AGREEMENT OR AGENCY’S AND/LASERFICHE CLOUD OR AGENCY’S CLIENTS’ USE THE LASERFICHE CLOUD SUBSCRIPTIONS, LASERFICHE SOFTWARE, LASERFICHE CONTENT, SERVICES ENVIRONMENT OR THE SERVICES PROVIDED HEREUNDER, INCLUDING ANY SYSTEMS, NETWORKS OR ENVIRONMENTS, RELATED TO THE FOREGOING, WHETHER BASED ON A BREACH OF THE SPRINKLR SERVICESCONTRACT OR WARRANTY, EXCEEDOR NEGLIGENCE, IN THE AGGREGATEMISREPRESENTATION OR OTHER TORT, OR ON ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL AMOUNT OF FEES RECEIVED BY OR PAYABLE TO SPRINKLR FROM AGENCY UNDER THIS AGREEMENT IN SUBSCRIBER PAYS LASERFICHE FOR THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT APPLICABLE LASERFICHE CLOUD SUBSCRIPTION GIVING RISE TO THE LIABILITYLIABILITY LIMITED TO THE AMOUNT ACTUALLY PAID DURING THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THAT SUBSCRIBER PROVIDES LASERFICHE WRITTEN NOTICE OF AN EXISTING OR POTENTIAL CLAIM OR SUIT AGAINST IT. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS CONTAINED IN THIS SECTION 11.2 SHALL NOT APPLY TO FEES DUE FOR THE SPRINKLR SERVICES UNDER THIS AGREEMENTCLAIMS ARISING OUT OF WILLFUL MISCONDUCT OR FRAUD.
7.3 Neither party will be liable to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure Event.
Appears in 2 contracts
Sources: Cloud Subscription Agreement, Cloud Subscription Agreement
Limitations of Liability. 7.1 EXCEPT WITH RESPECT TO CLAIMS RELATED TO EACH PARTY’S NON-DISCLOSURE OBLIGATIONS UNDER SECTION 11, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING TO THE SPRINKLR SERVICES.
7.2 EXCEPT FOR (i) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iii) A BREACH OF SECTION 2.8, IN NO EVENT SHALL THE TOTAL LIABILITY OF ONE PARTY TO THE OTHER PARTY FOR ANY AND ALL INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSESINCLUDING ANY LOST PROFITS, EXEMPLARY OR SPECIAL DAMAGES, HOWEVER CAUSED AND CAUSES BASED ON ANY THEORY OF ACTION LIABILITY, ARISING OUT OF THIS AGREEMENT. IN ALL EVENTS, EACH PARTY’S TOTAL LIABILITY IN THE AGGREGATE UNDER THIS AGREEMENT (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT EXCEPT WITH RESPECT TO VSI/WSS’S ROYALTY OBLIGATIONS AND WITH RESPECT TO CLAIMS RELATED TO EACH PARTY’S NON-DISCLOSURE OBLIGATIONS UNDER SECTION 11) IS LIMITED TO AND SHALL NOT LIMITED TO, NEGLIGENCE OR OTHERWISEEXCEED FIVE HUNDRED THOUSAND U.S. DOLLARS ($500,000), ARISING FROM PLUS ANY REASONABLE ATTORNEYS’ FEES AND INTEREST WHICH MAY BE DUE UNDER THIS AGREEMENT OR AGENCY’S AND/OR AGENCY’S CLIENTS’ USE UNDER LAW. FOR THE AVOIDANCE OF THE SPRINKLR SERVICESDOUBT, EXCEED, IN THE AGGREGATE, THE TOTAL FEES RECEIVED BY OR PAYABLE TO SPRINKLR FROM AGENCY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS NOTHING IN THIS SECTION APPLY 6 SHALL BE CONSTRUED TO FEES DUE FOR LIMIT THE SPRINKLR LIABILITY OF VSI/WSS RESULTING FROM THE MANUFACTURE, SALE OR USE OF ANY PRODUCTS OR SERVICES UNDER THIS AGREEMENTBY VSI/WSS OUTSIDE OF THE SCOPE OF THE VSI/WSS LICENSE GRANTED HEREUNDER.
7.3 Neither party will be liable to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure Event.
Appears in 2 contracts
Sources: Settlement and Patent Cross License Agreement (Omniture, Inc.), Settlement and Patent Cross License Agreement (Visual Sciences, Inc.)
Limitations of Liability. 7.1 a. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER DIGIOP (OR DIGIOP’S THIRD PARTY BE LIABLE LICENSORS’ AND SERVICE PROVIDERS’) AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT AND ALL ORDERS, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED THE SUBSCRIPTION PRICE ACTUALLY PAID BY CUSTOMER IN CONSIDERATION FOR DIGIOP’S SERVICES DURING THE IMMEDIATELY PRECEDING TWELVE (12) MONTH PERIOD FOR THE SERVICES FROM WHICH THE CLAIM AROSE.
b. IN NO EVENT SHALL DIGIOP (OR DIGIOP’S THIRD PARTY LICENSORS’ AND SERVICE PROVIDERS’) HAVE ANY LIABILITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES DAMAGES, HOWEVER CAUSED, OR FOR ANY LOST PROFITS, LOSS OF USE, COST OF DATA RECONSTRUCTION, COST OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER IN CONNECTION CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICES, THIS AGREEMENTAGREEMENT AND ANY ORDERS, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING BUT NOT LIMITED TO THE SPRINKLR USE OR INABILITY TO USE THE SERVICES.
7.2 EXCEPT FOR , ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, EVEN IF DIGIOP (i) EITHER PARTYOR DIGIOP’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; THIRD PARTY LICENSORS AND/OR (iiiSERVICE PROVIDERS) A BREACH OF SECTION 2.8, IN NO EVENT SHALL THE TOTAL LIABILITY OF ONE PARTY TO THE OTHER PARTY FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE), ARISING FROM THIS AGREEMENT OR AGENCY’S AND/OR AGENCY’S CLIENTS’ USE WAS PREVIOUSLY ADVISED OF THE SPRINKLR SERVICES, EXCEED, IN THE AGGREGATE, THE TOTAL FEES RECEIVED BY POSSIBILITY OF SUCH LOSS OR PAYABLE TO SPRINKLR FROM AGENCY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON DAMAGES.
c. THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS EXCLUSION OF WARRANTIES AND CERTAIN DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS STATED IN THIS AGREEMENT WILL APPLY REGARDLESS OF THE BARGAIN BETWEEN THE PARTIESFAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. THE BOTH PARTIES HEREUNDER SPECIFICALLY ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS SET FORTH IN THIS SECTION APPLY TO FEES DUE FOR 8 ARE REFLECTED IN THE SPRINKLR SERVICES UNDER THIS AGREEMENTPRICING.
7.3 Neither party will be liable to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure Event.
Appears in 1 contract
Sources: Subscription Agreement
Limitations of Liability. 7.1 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH 14.1 CATALENT’S LIABILITY UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING TO THE SPRINKLR SERVICES.
7.2 EXCEPT FOR (i) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iii) A BREACH OF SECTION 2.8, IN NO EVENT SHALL THE TOTAL LIABILITY OF ONE PARTY TO THE OTHER PARTY AGREEMENT FOR ANY AND ALL DAMAGESCLAIMS FOR LOST, LOSSESDAMAGED OR DESTROYED CLIENT-SUPPLIED MATERIALS, AND CAUSES OF ACTION (WHETHER OR NOT SUCH CLIENT SUPPLIED MATERIALS ARE USED IN CONTRACT THE SERVICES OR TORTINCORPORATED INTO PRODUCT, INCLUDING, BUT NOT LIMITED TO, CAUSED BY CATALENT’S NEGLIGENCE OR OTHERWISE), ARISING FROM BREACH SHALL NOT EXCEED [***] PER INCIDENT.
14.2 CATALENT’S TOTAL LIABILITY UNDER THIS AGREEMENT OR AGENCY’S AND/OR AGENCY’S CLIENTS’ USE OF THE SPRINKLR SERVICES, EXCEED, SHALL IN THE AGGREGATE, NO EVENT EXCEED THE TOTAL FEES RECEIVED PAID BY CLIENT TO CATALENT OR PAYABLE TO SPRINKLR FROM AGENCY INVOICED BY CATALENT UNDER THIS AGREEMENT IN DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING RELEASE OF THE EVENT BATCH OR SERVICES GIVING RISE TO THE LIABILITYCLAIM. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON DURING THE LIMITATIONS FIRST CONTRACT YEAR, SUCH LIMITATION SHALL BE THE GREATER OF LIABILITY AND (I) TOTAL FEES PAID BY CLIENT TO CATALENT OR INVOICED BY CATALENT FROM THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREINCOMMENCEMENT DATE, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIESOR (II) [***]. THE FOREGOING LIMITATION SHALL NOT BE DEEMED TO LIMIT CATALENT’S LIABILITY UNDER SECTION 13.1 (INDEMNIFICATION) WITH RESPECT TO AMOUNTS PAID BY CLIENT TO THIRD PARTIES AGREE THAT FOR BODILY INJURY.
14.3 NEITHER PARTY SHALL BE LIABLE TO THE LIMITATIONS AND EXCLUSIONS OTHER PARTY FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR LOSS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED REVENUES, PROFITS OR DATA ARISING OUT OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS IN THIS SECTION APPLY TO FEES DUE FOR THE SPRINKLR SERVICES PERFORMANCE UNDER THIS AGREEMENT, WHETHER IN CONTRACT OR IN TORT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7.3 Neither party will be liable to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure Event.
Appears in 1 contract
Sources: Softgel Commercial Supply Agreement (TherapeuticsMD, Inc.)
Limitations of Liability. 7.1 IN NO EVENT (a) IT IS UNDERSTOOD AND ACKNOWLEDGED BY CUSTOMER THAT COMPANY IS NOT AN INSURER OF LOSSES OR DAMAGES THAT MIGHT ARISE OR RESULT FROM THE EQUIPMENT NOT OPERATING AS EXPECTED. BY SIGNING THIS AGREEMENT, CUSTOMER ACKNOWLEDGES AND AGREES THAT COMPANY SHALL EITHER PARTY NOT BE LIABLE TO THE CUSTOMER FOR ANY INDIRECTCOMPLETE OR PARTIAL INTERRUPTION OF SERVICE, OR FLUCTUATION IN VOLTAGE, RESULTING FROM CAUSES BEYOND ITS CONTROL OR THROUGH THE ORDINARY NEGLIGENCE OF ITS EMPLOYEES, SERVANTS OR AGENTS.
(b) SUBJECT TO SECTION 15(c), NEITHER COMPANY NOR CUSTOMER SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, SPECIAL, INCIDENTALEXEMPLARY, PUNITIVE, INDIRECT OR CONSEQUENTIAL INCIDENTAL LOSSES OR PUNITIVE DAMAGES IN CONNECTION WITH THIS UNDER THE AGREEMENT, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE USE, COST OF CAPITAL, LOSS OF GOODWILL, LOST REVENUES OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES OR LOSS OF PROFIT, AND COMPANY AND CUSTOMER EACH HEREBY RELEASES THE OTHER FROM ANY OTHER MATTER RELATING TO THE SPRINKLR SERVICESSUCH LIABILITY.
7.2 EXCEPT FOR (ic) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iii) A BREACH OF SECTION 2.8, IN NO EVENT SHALL THE TOTAL LIABILITY OF ONE PARTY TO THE OTHER PARTY FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE), ARISING FROM THIS AGREEMENT OR AGENCY’S AND/OR AGENCY’S CLIENTS’ USE OF THE SPRINKLR SERVICES, EXCEED, IN THE AGGREGATE, THE TOTAL FEES RECEIVED BY OR PAYABLE TO SPRINKLR FROM AGENCY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY UNDER SECTION 15(a) AND THE DISCLAIMERS SECTION 15(b) ABOVE SHALL NOT BE CONSTRUED TO LIMIT ANY INDEMNITY OR DEFENSE OBLIGATION OF WARRANTIES AND DAMAGES SET FORTH HEREINCUSTOMER UNDER SECTION 18(c). Customer’s initials below indicate that Customer has read, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIESunderstood and voluntarily accepted the terms and provisions set forth in Section 15. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS IN THIS SECTION APPLY TO FEES DUE FOR THE SPRINKLR SERVICES UNDER THIS AGREEMENT.
7.3 Neither party will be liable to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused Agreed and accepted by a Force Majeure Event.Customer: (Initials)
Appears in 1 contract
Sources: Momentary Parallel Operation Interconnection Agreement
Limitations of Liability. 7.1 IN NO EVENT SHALL EITHER PARTY BE LIABLE NONE OF THE BUYERS OR SELLERS UNDERTAKES ANY LIABILITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVECONSEQUENTIAL, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING TO THE SPRINKLR SERVICES.
7.2 EXCEPT PUNITIVE DAMAGES; DELPHI WILL NOT BE LIABLE FOR (i) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iii) A BREACH OF SECTION 2.8, IN NO EVENT SHALL THE TOTAL LIABILITY OF ONE PARTY TO THE OTHER PARTY FOR ANY AND ALL DAMAGES, LOSSESANY, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORTBUYERS ASSUME LIABILITY FOR ALL, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE), ARISING FROM THIS AGREEMENT OR AGENCY’S AND/OR AGENCY’S CLIENTS’ USE PERSONAL INJURY AND PROPERTY DAMAGE CONNECTED WITH BUYERS INVESTIGATION AND EXAMINATION OF THE SPRINKLR SERVICES, EXCEED, IN THE AGGREGATE, THE TOTAL FEES RECEIVED BY OR PAYABLE TO SPRINKLR FROM AGENCY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY ACQUIRED ASSETS AND THE DISCLAIMERS OF WARRANTIES SALE COMPANIES, AND DAMAGES OTHER THAN AS EXPRESSLY SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS HANDLING, TRANSPORTATION, POSSESSION, PROCESSING, FURTHER MANUFACTURE OR OTHER USE OR RESALE OF ANY OF THE BARGAIN BETWEEN ACQUIRED ASSETS OR THE PARTIES. ASSETS OF THE PARTIES AGREE SALE COMPANIES AFTER THE CLOSING DATE, WHETHER SUCH ACQUIRED ASSETS OR THE ASSETS OF THE SALE COMPANIES ARE USED OR RESOLD ALONE OR IN COMBINATION WITH OTHER ASSETS OR MATERIALS; AND BUYERS ACKNOWLEDGE THAT, SUBJECT TO THE REPRESENTATIONS AND WARRANTIES MADE HEREIN AND IN THE ANCILLARY AGREEMENTS, THE ACQUIRED ASSETS AND SALE SECURITIES ARE BEING SOLD IN THEIR PRESENT STATE AND CONDITION, “AS IS, WHERE IS,” WITH ALL FAULTS, AND BUYERS ARE PURCHASING AND ACQUIRING SUCH ACQUIRED ASSETS AND SALE SECURITIES ON THAT BASIS PURSUANT TO BUYERS’ OWN INVESTIGATION AND EXAMINATION AFTER HAVING BEEN PROVIDED WITH AN ADEQUATE OPPORTUNITY AND ACCESS TO SUCH ACQUIRED ASSETS AND THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND SALE COMPANIES TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS IN THIS SECTION APPLY TO FEES DUE FOR THE SPRINKLR SERVICES UNDER THIS AGREEMENTCOMPLETE SUCH INVESTIGATION OR EXAMINATION.
7.3 Neither party will be liable to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure Event.
Appears in 1 contract
Limitations of Liability. 7.1 IN NO EVENT SHALL EITHER PARTY ▇▇▇▇▇▇▇▇▇.▇▇▇, LLC BE LIABLE TO CLIENT, USERS OR TO ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, PUNITIVE OR CONSEQUENTIAL NONCONTRACTUAL DAMAGES IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS PROFITS ARISING OUT OF OR LOST SALES RELATED TO THIS AGREEMENT OR ANY OTHER MATTER RELATING SERVICES, . ▇▇▇▇▇▇▇▇▇.▇▇▇, LLC’S LIABILITY, IF ANY, TO THE SPRINKLR SERVICES.
7.2 EXCEPT FOR (i) EITHER PARTY’S GROSS NEGLIGENCE CLIENT OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iii) A BREACH OF SECTION 2.8, TO ANY THIRD PARTY HEREUNDER SHALL IN NO EVENT SHALL EXCEED THE TOTAL LIABILITY OF ONE PARTY TO THE OTHER PARTY FOR ANY AND ALL DAMAGESAFTER TAX PROFITS EARNED BY ▇▇▇▇▇▇▇▇▇.▇▇▇, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE), ARISING FROM THIS AGREEMENT OR AGENCY’S AND/OR AGENCY’S CLIENTS’ USE OF THE SPRINKLR SERVICES, EXCEED, IN THE AGGREGATE, THE TOTAL FEES RECEIVED BY OR PAYABLE TO SPRINKLR FROM AGENCY LLC UNDER THIS AGREEMENT IN THE LAST TWELVE (12) MONTHS IMMEDIATELY PRECEDING MONTHS. THE EVENT GIVING RISE TO THE LIABILITY. AGENCY ACKNOWLEDGES PARTIES ACKNOWLEDGE THAT SPRINKLR ▇▇▇▇▇▇▇▇▇.▇▇▇, LLC HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS LIMITATION AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL ▇▇▇▇▇▇▇▇▇.▇▇▇, LLC BE LIABLE FOR FAILURE OR DELAY IN PERFORMING ITS OBLIGATIONS HEREUNDER IF SUCH FAILURE OR DELAY IS DUE TO CIRCUMSTANCES BEYOND ITS REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, ACTS OF ANY GOVERNMENTAL BODY, WAR, INSURRECTION, SABOTAGE, EMBARGO, FIRE, FLOOD, STRIKE OR OTHER LABOR DISTURBANCE, INTERRUPTION OF OR DELAY IN TRANSPORTATION, UNAVAILABILITY OF OR DELAY IN TELECOMMUNICATIONS OR THIRD PARTY SERVICES, FAILURE OF THIRD PARTY SOFTWARE OR INABILITY TO OBTAIN RAW MATERIALS, SUPPLIES, OR POWER USED IN OR EQUIPMENT NEEDED FOR PROVISION OF THE LIMITATIONS IN THIS SECTION APPLY TO FEES DUE FOR THE SPRINKLR SERVICES UNDER THIS AGREEMENTSERVICES.
7.3 Neither party will be liable to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure Event.
Appears in 1 contract
Limitations of Liability. 7.1 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING TO ▇▇.▇. ▇▇ THE SPRINKLR SERVICES.
7.2 EXCEPT FOR (i) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iii) A BREACH OF SECTION 2.8MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS SAAS AGREEMENT EXCEED THE TOTAL LIABILITY AMOUNT OF ONE PARTY FEES PAID OR PAYABLE BY CUSTOMER UNDER THE ORDER GIVING RISE TO THE OTHER PARTY CLAIM FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE), ARISING FROM THIS AGREEMENT OR AGENCY’S AND/OR AGENCY’S CLIENTS’ USE OF THE SPRINKLR SERVICES, EXCEED, IN THE AGGREGATE, THE TOTAL FEES RECEIVED BY OR PAYABLE TO SPRINKLR FROM AGENCY UNDER THIS AGREEMENT IN THE TWELVE (12) 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATION SHALL APPLY WHETHER AN ACTION IS IN CONTRACT, TORT, OR OTHERWISE AND REGARDLESS OF THE THEORY OF LIABILITY.
(a) NOTWITHSTANDING THE LIMITATIONS SET FORTH IN SECTION 11.1, NEITHER PARTY EXCLUDES OR LIMITS ITS LIABILITY FOR:
(i) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 10 (INDEMNIFICATION);
(ii) DAMAGES RESULTING FROM EITHER PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD;
(iii) DAMAGES RESULTING FROM EITHER PARTY’S BREACH OF SECTION 8 (CONFIDENTIALITY); OR
(iv) CUSTOMER’S PAYMENT OBLIGATIONS.
▇▇.▇. AGENCY ACKNOWLEDGES ▇▇ THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING (BY WAY OF EXAMPLE AND NOT AN EXHAUSTIVE LIST), LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, LOSS OF USE, OR OTHER COMMERCIAL DAMAGES OR LOSSES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS SAAS AGREEMENT, HOWEVER CAUSED AND WHETHER IN CONTRACT, TORT, OR OTHERWISE AND REGARDLESS OF THE THEORY OF LIABILITY AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NOTWITHSTANDING THE IMMEDIATELY PRECEDING SENTENCE, THE FOLLOWING SHALL BE EXCLUDED FROM THE LIMITATIONS SET FORTH IN THIS SECTION 11.2:
(A) DAMAGES RESULTING FROM EITHER PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD; AND
(B) DAMAGES RESULTING FROM EITHER PARTY’S BREACH OF SECTION 8 (CONFIDENTIALITY).
11.3. THE LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES STATED HEREIN WILL APPLY REGARDLESS OF THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. BOTH PARTIES HEREUNDER SPECIFICALLY ACKNOWLEDGE THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES STATED HEREIN ARE REFLECTED IN THE DISCLAIMERS OF WARRANTIES PRICING AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE BUT FOR SUCH LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND EXCLUSIONS, SAILPOINT WOULD NOT HAVE MADE THE SERVICES AVAILABLE TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS IN THIS SECTION APPLY TO FEES DUE FOR THE SPRINKLR SERVICES UNDER THIS AGREEMENTCUSTOMER.
7.3 Neither party will be liable to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure Event.
Appears in 1 contract
Sources: Software as a Service Agreement
Limitations of Liability. 7.1 IN NO EVENT (a) MANAGER SHALL EITHER PARTY NOT BE LIABLE OR RESPONSIBLE HEREUNDER FOR BREACH OF WARRANTY OR STANDARD OF PERFORMANCE WITH RESPECT TO THE PROVISION OF SERVICES, OR ACCOUNTABLE IN DAMAGES OF ANY KIND TO RESERVES WITH RESPECT THERETO: (I) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVEACT, OR CONSEQUENTIAL OMISSION PERFORMED OR OMITTED BY MANAGER IN GOOD FAITH AND IN A MANNER REASONABLY BELIEVED BY MANAGER TO BE WITHIN THE SCOPE OF THIS AGREEMENT AND IN THE BEST INTERESTS OF RESERVES, OR (II) FOR A FAILURE OR INABILITY TO ACT IN RENDERING THE SERVICES DUE SOLELY TO A FAILURE OR NON-PERFORMANCE BY RESERVES; PROVIDED, HOWEVER, THAT SUCH DAMAGES IN SUBSECTIONS (I) OR (II) DO NOT ARISE FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF MANAGER OR FROM A BREACH OF THIS AGREEMENT BY MANAGER.
(b) NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN CONTAINED, THE AGGREGATE LIABILITY OF MANAGER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENTAGREEMENT AND THE PERFORMANCE OR NON-PERFORMANCE THEREOF, WHETHER BASED ON CONTRACT, INDEMNITY, TORT (INCLUDING WITHOUT LIMITATION LOSS OF REVENUE NEGLIGENCE), STRICT LIABILITY OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING TO THE SPRINKLR SERVICES.
7.2 EXCEPT FOR (i) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iii) A BREACH OF SECTION 2.8OTHERWISE, SHALL IN NO EVENT SHALL EXCEED THE TOTAL LIABILITY OF ONE PARTY TO THE OTHER PARTY FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE), ARISING FROM THIS AGREEMENT OR AGENCY’S AND/OR AGENCY’S CLIENTS’ USE AMOUNT OF THE SPRINKLR SERVICES, EXCEED, IN MANAGEMENT INCENTIVE FEES PAID TO MANAGER DURING THE AGGREGATE, THE TOTAL FEES RECEIVED BY OR PAYABLE TO SPRINKLR FROM AGENCY UNDER THIS AGREEMENT IN THE PREVIOUS TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE MONTH; PROVIDED, HOWEVER, THAT THIS LIMITATION OF LIABILITY SHALL NOT APPLY (A) TO THE LIABILITY. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT EXTENT ATTRIBUTABLE TO MANAGER'S (OR ANY OF MANAGER INDEMNITEES') FRAUD OR INTENTIONAL MISCONDUCT, OR (B) WITH RESPECT TO THE INDEMNITIES PROVIDED IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS IN THIS SECTION APPLY TO FEES DUE FOR THE SPRINKLR SERVICES UNDER THIS AGREEMENT6.1.
7.3 Neither party will be liable to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure Event.
Appears in 1 contract
Sources: Management Agreement (Ensource Energy Income Fund LP)
Limitations of Liability. 7.1 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION 18: (a) IN NO EVENT SHALL EITHER PARTY PARTY, ITS AFFILIATES OR THEIR EMPLOYEES, AGENTS, CONTRACTORS, OFFICERS OR DIRECTORS BE LIABLE FOR ANY INDIRECT, SPECIALPUNITIVE, INCIDENTAL, PUNITIVESPECIAL, CONSEQUENTIAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENTEXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF REVENUE PROFITS, GOODWILL, USE, DATA OR ANTICIPATED PROFITS OTHER INTANGIBLE LOSSES ARISING OUT OF OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING TO THE SPRINKLR SERVICES.
7.2 EXCEPT FOR THIS AGREEMENT; AND (ib) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iii) A BREACH OF SECTION 2.8, IN NO EVENT SHALL EITHER PARTY’S CUMULATIVE AND AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL LIABILITY OF ONE PARTY FEES PAID TO Botprise BY CUSTOMER UNDER THE OTHER PARTY FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISEAPPLICABLE ORDER(S), ARISING FROM THIS AGREEMENT OR AGENCY’S AND/OR AGENCY’S CLIENTS’ USE OF INCLUDING PRIOR ORDERS FOR THE SPRINKLR SAME SERVICES, EXCEED, IN THE AGGREGATE, THE TOTAL FEES RECEIVED BY OR PAYABLE TO SPRINKLR FROM AGENCY UNDER THIS AGREEMENT IN THE TWELVE (12) 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES THE EXCLUSIONS AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS IN THIS SECTION (COLLECTIVELY, THE “EXCLUSIONS”) APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF THE NON-BREACHING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE EXCLUSIONS SHALL NOT APPLY TO FEES DUE FOR THE SPRINKLR SERVICES A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 17, CUSTOMER’S BREACH OF SECTION 8.2, OR CUSTOMER’S PAYMENT OBLIGATIONS TO Botprise UNDER THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 18 ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THE EXCLUSIONS IN DETERMINING TO ENTER INTO THIS AGREEMENT AND THE PRICING FOR THE SERVICES.
7.3 Neither party will be liable to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure Event.
Appears in 1 contract
Sources: Master Subscription Agreement
Limitations of Liability. 7.1 13.1 Customer expressly acknowledges and agrees that, in certain situations, the Services and the Mining Equipment’s functionality may be unavailable due to factors outside of Service Provider’s reasonable control. This includes, but is not limited to, Force Majeure, network failures, pool operator failures, denial of service attacks, currency network outages, hacking or malicious attacks on the crypto networks or exchanges, power outages, pandemics, or acts of God (“Excluded Events”).
13.2 NEITHER PARTY SHALL HAVE AN OBLIGATION, RESPONSIBILITY, OR LIABILITY FOR ANY OF THE FOLLOWING: (A) ANY INTERRUPTION OR DEFECTS IN THE MINING UNITS’ FUNCTIONALITY CAUSED BY ANY EXCLUDED EVENT; (B) ANY LOSS, DELETION, OR CORRUPTION OF DATA OR FILES WHATSOEVER; (C) ANY LOST REVENUE DURING OUTAGES OR FAILURES CAUSED BY AN EXCLUDED EVENT; (D) DAMAGES RESULTING FROM ANY ACTIONS OR INACTIONS OF A PARTY OR ANY THIRD PARTY NOT UNDER SUCH PARTY’S CONTROL EXCEPT TO THE EXTENT RESULTING FROM THE ACTIONS OR INACTIONS OF A PARTY; OR (E) DAMAGES RESULTING FROM ANY THIRD PARTY MINING EQUIPMENT.
13.3 EXCEPT FOR THE INDEMNITY OBLIGATIONS OF EACH PARTY, LIABILITIES RESULTING FROM A PARTY’S BREACH OF SECTION 15.14, GROSS NEGLIGENCE AND/OR WILLFUL MISCONDUCT BUT SUBJECT TO SECTION 12, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON, FIRM, OR ENTITY IN ANY RESPECT, INCLUDING, FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTALINCIDENTAL OR PUNITIVE DAMAGES, PUNITIVEINCLUDING LOSS OF PROFITS OF ANY KIND OR NATURE WHATSOEVER, ARISING OUT OF MISTAKES, NEGLIGENCE, ACCIDENTS, ERRORS, OMISSIONS, INTERRUPTIONS, OR CONSEQUENTIAL DAMAGES DEFECTS IN CONNECTION WITH THIS AGREEMENTTRANSMISSION, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING TO THE SPRINKLR SERVICES.
7.2 EXCEPT FOR (i) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iii) A BREACH OF SECTION 2.8, IN NO EVENT SHALL THE TOTAL LIABILITY OF ONE PARTY TO THE OTHER PARTY FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORTDELAYS, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE THOSE THAT MAY BE CAUSED BY REGULATORY OR OTHERWISE)JUDICIAL AUTHORITIES, ARISING FROM OUT OF OR RELATING TO THIS AGREEMENT OR AGENCYTHE OBLIGATIONS OF A PARTY HEREUNDER. EACH PARTY’S AND/TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT, WHETHER UNDER CONTRACT LAW, TORT LAW, WARRANTY, OR AGENCY’S CLIENTS’ USE OF OTHERWISE, SHALL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED THE SPRINKLR SERVICES, EXCEED, IN THE AGGREGATE, THE TOTAL FEES AMOUNTS ACTUALLY RECEIVED BY OR PAYABLE TO SPRINKLR SERVICE PROVIDER FROM AGENCY UNDER THIS AGREEMENT CUSTOMER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING PRIOR TO THE DATE OF THE EVENT GIVING RISE TO THE LIABILITY. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS IN THIS SECTION APPLY TO FEES DUE FOR THE SPRINKLR SERVICES UNDER THIS AGREEMENTCLAIM.
7.3 Neither party will be liable to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure Event.
Appears in 1 contract
Limitations of Liability. 7.1 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION 30: (a) IN NO EVENT SHALL EITHER PARTY PARTY, ITS AFFILIATES OR THEIR EMPLOYEES, AGENTS, CONTRACTORS, OFFICERS OR DIRECTORS BE LIABLE FOR ANY INDIRECT, SPECIALPUNITIVE, INCIDENTAL, PUNITIVESPECIAL, CONSEQUENTIAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENTEXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF REVENUE PROFITS, GOODWILL, USE, DATA OR ANTICIPATED PROFITS OTHER INTANGIBLE LOSSES ARISING OUT OF OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING TO THE SPRINKLR SERVICES.
7.2 EXCEPT FOR THIS AGREEMENT; AND (ib) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iii) A BREACH OF SECTION 2.8, IN NO EVENT SHALL EITHER PARTY’S CUMULATIVE AND AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL LIABILITY OF ONE PARTY FEES PAID TO ZEROFOX BY CUSTOMER UNDER THE OTHER PARTY FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISEAPPLICABLE ORDER(S), ARISING FROM THIS AGREEMENT OR AGENCY’S AND/OR AGENCY’S CLIENTS’ USE OF INCLUDING PRIOR ORDERS FOR THE SPRINKLR SAME SERVICES, EXCEED, IN THE AGGREGATE, THE TOTAL FEES RECEIVED BY OR PAYABLE TO SPRINKLR FROM AGENCY UNDER THIS AGREEMENT IN THE TWELVE (12) 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON LIABILITY (THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES“CAP”). THE PARTIES AGREE THAT THE LIMITATIONS EXCLUSIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS IN THIS SECTION SECTION, INCLUDING THE CAP (COLLECTIVELY, THE “EXCLUSIONS”), APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF THE NON-BREACHING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE EXCLUSIONS SHALL NOT APPLY TO FEES DUE FOR THE SPRINKLR SERVICES A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 27 OR 28, AS APPLICABLE, CUSTOMER’S BREACH OF SECTION 9 OR CUSTOMER’S PAYMENT OBLIGATIONS TO ZEROFOX UNDER THIS AGREEMENT.
7.3 Neither party will be liable to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure Event.
Appears in 1 contract
Sources: Master Customer Agreement
Limitations of Liability. 7.1 15.1 OTHER THAN FOR A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD, OR FOR BREACH OF SECTION 10 OR 11 OF THIS AGREEMENT, OR A FAILURE OF BRAMMER TO MANUFACTURE PRODUCT IN ACCORDANCE WITH APPLICABLE LAWS (EXCEPT THAT, FOR THE PURPOSES OF THIS SECTION 15.1, GUIDANCES MEANS ONLY GUIDANCES THAT HAVE THE EFFECT OF STATUTORY LAW) RESULTING IN A MATERIAL BREACH HEREUNDER, EACH PARTY’S LIABILITY UNDER THIS AGREEMENT HOWSOEVER ARISING WILL NOT EXCEED [**] DOLLARS ($[**]). BRAMMER ASSUMES NO LIABILITY FOR THE USE, STORAGE, DISPOSAL, MARKETING, OR SALE OF PRODUCT(S) OR FOR DEFECTS IN PRODUCT(S) RESULTING FROM CUSTOMER-PROVIDED MATERIALS.
15.2 Consequential Damages Waiver. OTHER THAN FOR A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD, OR FOR BREACH OF SECTION 10 OR 11 OF THIS AGREEMENT, OR A FAILURE OF BRAMMER TO MANUFACTURE PRODUCT IN ACCORDANCE WITH APPLICABLE LAWS (EXCEPT THAT, FOR THE PURPOSES OF THIS SECTION 15.2, GUIDANCES MEANS ONLY GUIDANCES THAT HAVE THE EFFECT OF STATUTORY LAW) RESULTING IN A MATERIAL BREACH HEREUNDER, IN NO EVENT SHALL WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTALCONSEQUENTIAL, PUNITIVE, PUNITIVE OR CONSEQUENTIAL EXEMPLARY DAMAGES IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING TO THE SPRINKLR SERVICES.
7.2 EXCEPT FOR (i) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iii) A BREACH OF SECTION 2.8, IN NO EVENT SHALL THE TOTAL LIABILITY OF ONE PARTY TO THE OTHER PARTY FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE DAMAGES BASED UPON LOST PROFITS, BUSINESS INTERRUPTION, LOST BUSINESS, OR OTHERWISE), ARISING FROM THIS AGREEMENT LOST SAVINGS) FOR ANY ACTS OR AGENCY’S AND/OR AGENCY’S CLIENTS’ USE OF THE SPRINKLR SERVICES, EXCEED, IN THE AGGREGATE, THE TOTAL FEES RECEIVED BY OR PAYABLE FAILURE TO SPRINKLR FROM AGENCY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS IN THIS SECTION APPLY TO FEES DUE FOR THE SPRINKLR SERVICES ACT UNDER THIS AGREEMENT.
7.3 Neither party will be liable to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure Event.EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBLE EXISTENCE OF SUCH DAMAGES. ActiveUS 170335185
Appears in 1 contract
Sources: Dedicated Manufacturing and Commercial Supply Agreement (Spark Therapeutics, Inc.)
Limitations of Liability. 7.1 8.1 THE TOTAL LIABILITY OF PHILIPS ARISING UNDER OR IN NO EVENT CONNECTION WITH THE PARTS AND SERVICES FOR ANY BREACH OF CONTRACTUAL OBLIGATIONS, WARRANTY, TORT (INCLUDING NEGLIGENCE), UNLAWFUL ACT, OR OTHERWISE IN CONNECTION WITH THE SERVICE IS LIMITED TO THE ACTUAL PURCHASE PRICE RECEIVED FOR THE SERVICE THAT GAVE RISE TO THE CLAIM.
8.2 PHILIPS SHALL EITHER PARTY NOT BE LIABLE FOR ANY INDIRECT, SPECIALPUNITIVE, INCIDENTAL, PUNITIVEEXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, AND/OR FOR ANY DAMAGES INCLUDING LOSS OF DATA, PROFITS, REVENUE, BUSINESS INTERRUPTION OR USE IN CONNECTION WITH THIS AGREEMENTOR ARISING OUT OF THESE CONDITIONS OF SERVICE, REGARDLESS OF WHETHER THEY ARE FORESEEABLE OR NOT AND WHETHER THE CLAIM IS MADE IN TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), BREACH OF CONTRACT, INDEMNITY, AT LAW OR IN EQUITY. NEITHER PHILIPS NOR PHILIPS’ SUPPLIERS SHALL BE LIABLE FOR ANY LOSS OR INABILITY TO USE MEDICAL OR OTHER DATA STORED ON OR BY THE EQUIPMENT.
8.3 THE EXCLUSION OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING LIABILITY IN THESE CONDITIONS OF SERVICE SHALL ONLY APPLY TO THE SPRINKLR SERVICESEXTENT ALLOWED UNDER THE APPLICABLE LAW.
7.2 EXCEPT FOR (i) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) 8.4 THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iii) A BREACH OF SECTION 2.8, IN NO EVENT SHALL THE TOTAL LIABILITY OF ONE PARTY FOLLOWING ARE NOT SUBJECT TO THE OTHER PARTY FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE), ARISING FROM THIS AGREEMENT OR AGENCY’S AND/OR AGENCY’S CLIENTS’ USE OF THE SPRINKLR SERVICES, EXCEED, IN THE AGGREGATE, THE TOTAL FEES RECEIVED BY OR PAYABLE TO SPRINKLR FROM AGENCY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND UNDER SECTION 10.1:
8.4.1 THIRD-PARTY CLAIMS FOR DIRECT DAMAGES FOR BODILY INJURY OR DEATH TO THE DISCLAIMERS EXTENT
8.4.2 CLAIMS OF WARRANTIES AND DAMAGES SET FORTH HEREINTANGIBLE PROPERTY DAMAGE REPRESENTING THE ACTUAL COST TO REPAIR OR REPLACE PHYSICAL PROPERTY TO THE EXTENT CAUSED BY PHILIPS NEGLIGENCE OR PROVEN PRODUCT DEFECT.
8.4.3 OUT-OF-POCKET COSTS INCURRED BY CUSTOMER TO PROVIDE PATIENT NOTIFICATIONS, AND THAT REQUIRED BY LAW, TO THE SAME FORM AN ESSENTIAL EXTENT SUCH NOTICES ARE CAUSED BY PHILIPS UNAUTHORIZED DISCLOSURE OF PROTECTED HEALTH INFORMATION OR PERSONAL HEALTH INFORMATION.
8.4.4 FINES/PENALTIES LEVIED AGAINST CUSTOMER BY GOVERNMENT AGENCIES CITING PHILIPS’ UNAUTHORIZED DISCLOSURE OF PROTECTED HEALTH INFORMATION OR PERSONAL HEALTH INFORMATION AS THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT FINE/PENALTY; ANY SUCH FINES OR PENALTIES SHALL THE LIMITATIONS IN THIS SECTION APPLY TO FEES DUE FOR THE SPRINKLR SERVICES UNDER THIS AGREEMENTCONSTITUTE DIRECT DAMAGES.
7.3 Neither party will be liable to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure Event.
Appears in 1 contract
Sources: Customer Service Agreement
Limitations of Liability. 7.1 14.1 WITH RESPECT TO EACH BATCH OF CLIENT-SUPPLIED MATERIALS REQUIRED TO PRODUCE A PRODUCT LOT WHICH IS SUPPLIED BY CLIENT HEREUNDER, CATALENT’S LIABILITY UNDER THIS AGREEMENT FOR ANY AND ALL CLAIMS FOR THE LOSS, DAMAGE OR DESTRUCTION OF SUCH BATCH, IN ITS ENTIRETY, OF API AND/OR OTHER CLIENT-SUPPLIED MATERIALS, WHETHER OR NOT SUCH API OR CLIENT-SUPPLIED MATERIALS ARE INCORPORATED INTO PRODUCT, SHALL NOT EXCEED THE LESSER OF (A) $[ * ] OR (B) [ * ].
14.2 SOLELY WITH RESPECT TO [ * ] AND SUBJECT TO [ * ], THE OBLIGATION OF CATALENT TO REPLACE CATALENT DEFECTIVE PROCESSING WITH PROCESSING IN ACCORDANCE WITH THE SPECIFICATIONS OR CREDIT PAYMENTS MADE BY CLIENT FOR DEFECTIVE PRODUCT ATTRIBUTABLE TO CATALENT DEFECTIVE PROCESSING SHALL BE CLIENT’S SOLE AND EXCLUSIVE REMEDY UNDER THIS AGREEMENT FOR DEFECTIVE PRODUCT AND IS IN LIEU OF ANY OTHER WARRANTY, EXPRESS OR IMPLIED, PROVIDED HOWEVER THAT THIS SECTION 14.2 SHALL NOT APPLY TO [ * ].
14.3 EXCEPT WITH RESPECT TO [ * ] FOR [ * ], CATALENT’S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL IN NO EVENT SHALL EITHER PARTY BE LIABLE EXCEED [ * ] ([ * ]) TIMES THE [ * ] = Certain information on this document has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. TOTAL FEES PAID BY CLIENT TO CATALENT UNDER THIS AGREEMENT FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, THE PRODUCT LOT OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING SERVICES GIVING RISE TO THE SPRINKLR SERVICESCLAIM; PROVIDED, HOWEVER SUCH LIMITATION OF LIABILITY SHALL NOT APPLY TO [ * ].
7.2 EXCEPT FOR (i) EITHER 14.4 WITH RESPECT TO A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iii) A BREACH OF SECTION 2.8ARTICLE 10 HEREOF, SUCH PARTY’S TOTAL LIABILITY FOR SUCH BREACH SHALL IN NO EVENT EXCEED [ * ] DOLLARS (US$[ * ]).
14.5 EXCEPT WITH RESPECT TO [ * ], NEITHER PARTY SHALL THE TOTAL LIABILITY OF ONE PARTY BE LIABLE TO THE OTHER PARTY FOR ANY AND ALL DAMAGESINDIRECT, LOSSESINCIDENTAL, AND CAUSES SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR LOSS OF ACTION (REVENUES OR PROFITS, DAMAGES TO REPUTATION, OR LOSS OF DATA ARISING OUT OF PERFORMANCE UNDER THIS AGREEMENT, WHETHER IN CONTRACT OR IN TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE), ARISING FROM THIS AGREEMENT OR AGENCY’S AND/OR AGENCY’S CLIENTS’ USE EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE SPRINKLR SERVICESPOSSIBILITY OF SUCH DAMAGES (PROVIDED HOWEVER, EXCEED, IN THE AGGREGATE, THE TOTAL FEES RECEIVED BY FOR PURPOSES OF CLARITY THAT [ * ] SHALL NOT BE CHARACTERIZED AS CONSEQUENTIAL TO CLIENT OR PAYABLE TO SPRINKLR FROM AGENCY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS IN THIS SECTION APPLY TO FEES DUE FOR THE SPRINKLR SERVICES UNDER THIS AGREEMENTCATALENT [ * ]).
7.3 Neither party will be liable to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure Event.
Appears in 1 contract
Sources: Commercial Manufacturing Agreement
Limitations of Liability. 7.1 8.1 IN NO EVENT SHALL EITHER PARTY BE LIABLE SOLUTION PROVIDER’S OR ITS DIRECT OR INDIRECT SUPPLIERS’ (INCLUDING ▇▇▇▇▇▇) AGGREGATE LIABILITY FOR ANY INDIRECTCLAIMS, SPECIAL, INCIDENTAL, PUNITIVE, LOSSES OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING TO THE SPRINKLR SERVICES.
7.2 EXCEPT FOR (i) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iii) A BREACH OF SECTION 2.8, IN NO EVENT SHALL THE TOTAL LIABILITY OF ONE PARTY TO THE OTHER PARTY FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TOTO THE PERFORMANCE OR NON- PERFORMANCE OF SERVICES OR THE USE OR INABILITY TO USE SOFTWARE, NEGLIGENCE OR OTHERWISE), ARISING FROM THIS AGREEMENT OR AGENCY’S AND/OR AGENCY’S CLIENTS’ USE OF EXCEED THE SPRINKLR SERVICES, EXCEED, IN THE AGGREGATE, THE TOTAL FEES RECEIVED AGGREGATE AMOUNTS ACTUALLY PAID BY OR PAYABLE USER TO SPRINKLR FROM AGENCY SOLUTION PROVIDER UNDER THIS AGREEMENT IN DURING THE TWELVE (12) MONTHS MONTH PERIOD IMMEDIATELY PRECEDING THE OCCURRENCE OF THE EVENT GIVING RISE TO THE SUCH LIABILITY. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL SOLUTION PROVIDER OR ITS DIRECT OR INDIRECT SUPPLIERS (INCLUDING ▇▇▇▇▇▇) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, OR ANY TYPE OF CLAIM FOR LOST PROFITS, LOST SAVINGS, BUSINESS INTERRUPTION DAMAGES OR EXPENSES, THE COSTS OF SUBSTITUTE SOFTWARE OR SERVICES, LOSSES RESULTING FROM ERASURE, DAMAGE, DESTRUCITON OR OTHER LOSS OF FILES, DATA OR PROGRAMS OR THE COST OF RECOVERING SUCH INFORMATION, OR OTHER PECUNIARY LOSS, EVEN IF SOLUTION PROVIDER OR SUCH SUPPLIERS (INCLUDING ▇▇▇▇▇▇) HAVE BEEN ADVISED OF THE POSSIBILITIES OF SUCH DAMAGES OR LOSSES.
8.2 IF USER USES THE SOFTWARE IN A CLINICAL SETTING, USER ACKNOWLEDGES THAT THE SOFTWARE DOES NOT OFFER MEDICAL INTERPRETATIONS OF DATA, DIAGNOSE PATIENTS, OR RECOMMEND THERAPY OR TREATMENT; THE SOFTWARE IS AN INFORMATION RESOURCE AND IS NOT A SUBSTITUTE FOR THE SKILL, JUDGMENT AND KNOWLEDGE OF USER’S USERS OF THE SOFTWARE IN THE PROVISION OF HEALTHCARE SERVICES. IN ADDITION TO THE LIMITATIONS OF LIABILITY PROVIDED HEREIN, NEITHER SOLUTION PROVIDER NOR ▇▇▇▇▇▇ SHALL NOT HAVE ANY LIABILITY FOR ANY ASPECT OF USER’S SERVICES PROVIDED IN THIS SECTION APPLY TO FEES DUE FOR CONJUNCTION WITH ITS USE OF THE SPRINKLR SERVICES UNDER THIS AGREEMENTSOFTWARE.
7.3 Neither party will be liable to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure Event.
Appears in 1 contract
Sources: End User Subscription Agreement
Limitations of Liability. 7.1 IN NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, EXCEPT FOR DAMAGES RESULTING FROM UNAUTHORIZED USE OR DISCLOSURE OF CONFIDENTIAL INFORMATION AND SAP’S RIGHT TO COLLECT UNPAID FEES, UNDER NO EVENT CIRCUMSTANCES AND REGARDLESS OF THE NATURE OF ANY CLAIM SHALL EITHER PARTY SAP (OR ITS AFFILIATES OR SAP’S LICENSORS) BE LIABLE FOR TO BPO, ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES CUSTOMER OR ANY OTHER MATTER RELATING TO THE SPRINKLR SERVICES.
7.2 EXCEPT PERSON OR ENTITY FOR (i) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iii) A BREACH AN AMOUNT OF SECTION 2.8, DAMAGES IN NO EVENT SHALL THE TOTAL LIABILITY OF ONE PARTY TO THE OTHER PARTY FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE), ARISING FROM THIS AGREEMENT OR AGENCY’S AND/OR AGENCY’S CLIENTS’ USE EXCESS OF THE SPRINKLR SERVICES, EXCEED, IN FEES PAID FOR THE AGGREGATE, THE TOTAL FEES RECEIVED BY OR PAYABLE TO SPRINKLR FROM AGENCY UNDER THIS AGREEMENT APPLICABLE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY MONTH PERIOD PRECEDING THE EVENT DATE OF THE INCIDENT GIVING RISE TO LIABLITY AND UNDER NO CIRCUMSTANCES IN THE LIABILITYAGGREGATE FOR ALL CLAIMS TO EXCEED THE AMOUNT PAID TO SAP DURING THE TERM OF THIS AGREEMENT. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET UNDER NO CIRCUMSTANCES SHALL SAP, ITS PRICES AND ENTERED INTO THIS AGREEMENT AFFILIATES OR SAP’S LICENSORS BE LIABLE IN RELIANCE UPON THE LIMITATIONS ANY AMOUNT FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES, LOSS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREINGOOD WILL OR BUSINESS PROFITS, AND THAT THE SAME FORM AN ESSENTIAL BASIS WORK STOPPAGE, DATA LOSS, COMPUTER FAILURE OR MALFUNCTION, OR EXEMPLARY OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE BARGAIN BETWEEN THE PARTIESPOSSIBILITY THEREOF. THE PARTIES AGREE THAT THE LIMITATIONS 14. IMPORT AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSEEXPORT CONTROLS melanggar, menyalahgunakan atau menyalahi paten, hak cipta atau ▇▇▇▇▇ ▇▇▇▇▇▇ dari pihak ketiga atau BPO menggabungkan (atau pihak ▇▇▇▇ ▇▇▇▇ mengizinkan untuk menggabungkan) Layanan dengan setiap produk atau layanan yang tidak disediakan oleh SAP; (vii) pernyataan pihak ketiga di mana BPO bertindak sebagai agen SAP atau atas nama Pelanggannya atau (viii) setiap klaim Pelanggan yang diajukan terhadap SAP terkait dengan atau yang timbul dari Layanan atau Perjanjian ini yang bukan merupana pokok dari kewajiban SAP yang ditetapkan dalam Pasal 12.1. IN NO EVENT SHALL THE LIMITATIONS IN THIS SECTION APPLY TO FEES DUE FOR THE SPRINKLR SERVICES UNDER THIS AGREEMENTBPO akan membayar ▇▇▇▇▇ rugi ▇▇▇▇ pada akhirnya diputuskan untuk SAP ▇▇▇ Afiliasinya (atau biaya penyelesaian apa pun yang mengikat BPO) yang terkait dengan klaim tersebut, ▇▇▇ akan membayar imbalan pengacara yang wajar terkait dengan pembelaan tersebut. Hal tersebut di atas akan berlaku terlepas dari apakah kerugian tersebut disebabkan oleh tindakan BPO, pengecer, distributor, agen atau Pelanggannya ▇▇▇/atau masing-Pengguna yang Sah atau oleh tindakan pihak ketiga yang menggunakan kredensial akses BPO atau Pelanggan. 12.3 Kewajiban berdasarkan Pasal 12 ini tergantung pada (a) pihak yang terhadapnya klaim pihak ketiga diajukan secara tepat waktu yang memberitahukan kepada pihak lain secara tertulis tentang setiap klaim tersebut, namun dengan ketentuan bahwa kegagalan suatu pihak untuk memberikan atau menunda memberikan pemberitahuan tersebut tidak akan membebaskan suatu pihak atas kewajibannya berdasarkan Pasal 12 ini, kecuali jika kegagalan atau penundaan tersebut merugikan pembelaan, (b) pihak yang diwajibkan untuk membela klaim berdasarkan dokumen ini memiliki hak untuk sepenuhnya mengendalikan pembelaan terhadap klaim tersebut; ▇▇▇ (c) pihak yang terhadapnya klaim pihak ketiga tersebut diajukan bekerja sama secara wajar dalam pembelaan klaim tersebut. Setiap penyelesaian atas klaim apapun tidak termasuk kewajiban keuangan atau kinerja khusus pada atau pengakuan tanggung jawab oleh pihak yang terhadapnya klaim tersebut diajukan, namun dengan ketentuan bahwa SAP dapat menyelesaikan klaim apa pun atas dasar yang mengharuskan SAP untuk menggantikan Layanan setiap alternatif yang secara substansial setara dengan layanan yang tidak melanggar. Atas tanggungannya sendiri, pihak yang terhadapnya klaim pihak ketiga diajukan dapat diwakili ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ dapat diterima secara wajar oleh pihak yang diwajibkan untuk membela klaim berdasarakan dokumen ini. Tidak ada pihak yang akan melakukan tindakan dalam menanggapi setiap pelanggaran atau penyalahgunaan, atau dugaan pelanggaran atau penyalahgunaan, yang merugikan ▇▇▇-▇▇▇ pihak lain. 12.4 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ TANGGUNG JAWAB TUNGGAL, EKSKLUSIF, ▇▇▇ MENYELURUH PARA PIHAK, AFILIASINYA, ▇▇▇ PEMBERI LISENSINYA KEPADA PIHAK ▇▇▇▇, ▇▇▇ MERUPAKAN ▇▇▇▇▇ RUGI TUNGGAL PIHAK LAIN, TERKAIT DENGAN KLAIM PIHAK KETIGA YANG DICAKUP DALAM DOKUMEN INI ▇▇▇ TERHADAP PELANGGARAN ATAU PENYALAHGUNAAN HAK KEKAYAAN INTELEKTUAL PIHAK KETIGA. 13. BATASAN TANGGUNG JAWAB. MESKIPUN TERDAPAT KETENTUAN YANG BERTENTANGAN DALAM PERJANJIAN INI, KECUALI UNTUK KERUGIAN AKIBAT PENGGUNAAN ATAU PENGUNGKAPAN INFORMASI RAHASIA ▇▇▇ ▇▇▇ SAP UNTUK MENAGIH BIAYA YANG BELUM DIBAYAR, DALAM KEADAAN APA ▇▇▇ ▇▇▇ TERLEPAS DARI SIFAT SETIAP KLAIM, BAIK SAP (ATAU AFILIASINYA ATAU PEMBERI LISENSI SAP) TIDAK BERTANGGUNG JAWAB KEPADA BPO, PELANGGAN, PIHAK ATAU BADAN HUKUM LAIN MANA PUN ATAS JUMLAH KERUGIAN YANG MELEBIHI BIAYA YANG DIBAYAR UNTUK LAYANAN YANG BERLAKU DALAM PERIODE DUA BELAS (12) BULAN SEBELUM TANGGAL KEJADIAN YANG MENYEBABKAN TIMBULNYA TANGGUNG JAWAB TERSEBUT ▇▇▇ DALAM KEADAAN APA PUN SECARA AGREGAT UNTUK SEMUA KLAIM TIDAK DAPAT`MELEBIHI JUMLAH YANG DIBAYAR KEPADA SAP SELAMA JANGKA WAKTU PERJANJIAN INI. DALAM SITUASI APA PUN SAP, AFILIASINYA ATAU PEMBERI LISENSI SAP TIDAK AKAN BERTANGGUNG JAWAB DALAM JUMLAH APA PUN ATAS KERUGIAN KHUSUS, INSIDENTAL, KONSEKUENSIAL, ATAU TIDAK LANGSUNG, HILANGNYA NAMA BAIK ATAU KEUNTUNGAN BISNIS, PENGHENTIAN KERJA, HILANGNYA DATA, KERUSAKAN ATAU MALAFUNGSI KOMPUTER, ATAU KERUGIAN EKSEMPLARI ATAU PUNITIF, BAHKAN JIKA DIBERI TAHU TENTANG KEMUNGKINAN ▇▇▇-▇▇▇ TERSEBUT.
7.3 Neither party will be liable to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure Event.
Appears in 1 contract
Sources: Sap Cloud Services Master Agreement for Business Process Outsourcing
Limitations of Liability. 7.1 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION 20: (a) IN NO EVENT SHALL EITHER PARTY CLOUDSAVER’S, ITS AFFILIATES OR THEIR EMPLOYEES, AGENTS, CONTRACTORS, OFFICERS OR DIRECTORS BE LIABLE FOR ANY INDIRECT, SPECIALPUNITIVE, INCIDENTAL, PUNITIVESPECIAL, CONSEQUENTIAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENTEXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF REVENUE PROFITS, GOODWILL, USE, DATA OR ANTICIPATED PROFITS OTHER INTANGIBLE LOSSES ARISING OUT OF OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING TO THE SPRINKLR SERVICES.
7.2 EXCEPT FOR THIS AGREEMENT; AND (ib) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iii) A BREACH OF SECTION 2.8, IN NO EVENT SHALL CLOUDSAVER’S CUMULATIVE AND AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL LIABILITY OF ONE PARTY FEES PAID TO CLOUDSAVER BY CUSTOMER UNDER THE OTHER PARTY FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISEAPPLICABLE ORDER(S), ARISING FROM THIS AGREEMENT OR AGENCY’S AND/OR AGENCY’S CLIENTS’ USE OF INCLUDING PRIOR ORDERS FOR THE SPRINKLR SAME SERVICES, EXCEED, IN THE AGGREGATE, THE TOTAL FEES RECEIVED BY OR PAYABLE TO SPRINKLR FROM AGENCY UNDER THIS AGREEMENT IN THE TWELVE (12) 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES THE EXCLUSIONS AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS IN THIS SECTION (COLLECTIVELY, THE “EXCLUSIONS”) APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF THE NON- BREACHING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE PROVISIONS OF THIS SECTION 20 ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THE EXCLUSIONS IN DETERMINING TO FEES DUE ENTER INTO THIS AGREEMENT AND THE PRICING FOR THE SPRINKLR SERVICES UNDER THIS AGREEMENTSERVICES.
7.3 Neither party will be liable to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure Event.
Appears in 1 contract
Sources: Master Subscription Agreement
Limitations of Liability. 7.1 10.1 EXCEPT FOR DAMAGES DESCRIBED IN NO EVENT SHALL EITHER PARTY THE EXAMPLES BELOW FOR BREACHES OF A PARTY’S CONFIDENTIALITY OBLIGATIONS AND FOR TRX’S LIABILITY ARISING UNDER SECTION 13, NEITHER WORLDTRAVEL, TRX NOR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT CLAIMS OR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE SERVICES PROVIDED UNDER THIS AGREEMENT OR A BREACH OF THE AGREEMENT, WHETHER SUCH DAMAGES OR CLAIMS ARE BASED ON BREACH OF WARRANTY OR CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, PRODUCTS LIABILITY OR OTHERWISE. FOR PURPOSES OF THIS SECTION THE FOLLOWING DAMAGES SHALL BE CONSIDERED DIRECT DAMAGES, AND NOT INDIRECT, SPECIAL, INCIDENTALINCIDENTAL OR CONSEQUENTIAL: DAMAGES THE NON-BREACHING PARTY IS LEGALLY REQUIRED TO PAY TO A THIRD PARTY (INCLUDING A GOVERNMENTAL AGENCY) AS A RESULT OF A BREACH OF CONFIDENTIALITY BY THE OTHER PARTY, PUNITIVE, OR CONSEQUENTIAL BUT SPECIFICALLY DO NOT INCLUDE ANY DAMAGES IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR ANTICIPATED FOR THE NON-BREACHING PARTY’S LOST PROFITS OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING TO THE SPRINKLR SERVICESBUSINESS.
7.2 10.2 EXCEPT FOR (i) WITH RESPECT TO DAMAGES ARISING FROM EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iii) A BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT AND EXCEPT FOR TRX’S LIABILITIES ARISING UNDER SECTION 2.813 OF THIS AGREEMENT, IN NO EVENT SHALL THE TOTAL WILL EITHER PARTIES’ LIABILITY OF ONE PARTY FOR ANY DAMAGES OR INJURIES TO THE OTHER PARTY HEREUNDER EXCEED THE TOTAL SERVICE, LICENSE AND DEVELOPMENT FEES PAID BY WORLDTRAVEL FOR ANY THE SERVICES, LICENSES AND ALL DAMAGESDEVELOPMENT PROVIDED HEREUNDER, LOSSESREGARDLESS OF THE FORM OF ACTION, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE PRODUCTS LIABILITY OR OTHERWISE), ARISING FROM THIS AGREEMENT OR AGENCY’S AND/OR AGENCY’S CLIENTS’ USE OF THE SPRINKLR SERVICES, EXCEED, IN THE AGGREGATE, THE TOTAL FEES RECEIVED BY OR PAYABLE TO SPRINKLR FROM AGENCY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS IN THIS SECTION APPLY TO FEES DUE FOR THE SPRINKLR SERVICES UNDER THIS AGREEMENT.
7.3 Neither party will be liable to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure Event.
Appears in 1 contract
Sources: Master Agreement (TRX Inc/Ga)
Limitations of Liability. 7.1 15.1 CARDINAL HEALTH’S LIABILITY UNDER THIS AGREEMENT FOR ANY AND ALL CLAIMS FOR LOST, DAMAGED OR DESTROYED API OR OTHER RELIANT-SUPPLIED MATERIALS WHETHER OR NOT SUCH API OR RELIANT-SUPPLIED MATERIALS ARE INCORPORATED INTO PRODUCT SHALL NOT EXCEED TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000) PER BATCH, UP TO A MAXIMUM OF ONE MILLION DOLLARS ($1,000,000) PER CONTRACT YEAR (THE “API CAP”). IN THE EVENT THAT CARDINAL HEALTH LIABILITY FOR LOST API SHALL EXCEED THE API CAP FOR ANY CONTRACT YEAR DURING THE TERM, THE PARTIES SHALL MEET WITHIN THIRTY (30) DAYS FROM THE DATE CARDINAL HEALTH’S LIABILITY FOR LOST API EXCEEDS THE API CAP AND NEGOTIATE IN GOOD FAITH WHETHER (A) CARDINAL HEALTH INCREASES THE API CAP FOR SUCH CONTRACT YEAR, OR (B) WHETHER RELIANT’S OBLIGATIONS UNDER SECTION 4.2(B) SHALL BECOME NULL AND VOID. IN THE EVENT THAT THE PARTIES CANNOT REACH AN AGREEMENT WITH REGARD TO THE FOREGOING SENTENCE WITHIN SUCH THIRTY (30) DAY PERIOD, RELIANT SHALL HAVE THE SOLE OPTION TO (X) CONTINUE WITH THE AGREEMENT WITH CARDINAL HEALTH HAVING NO LIABILITY IN EXCESS OF THE API CAP FOR LOST, DAMAGED OR DESTROYED API FOR THE THEN CURRENT CONTRACT YEAR, OR (Y) HAVE PRODUCT MANUFACTURED AND PACKAGED BY A QUALIFIED THIRD-PARTY SUPPLIER WITHOUT REGARD TO ITS OBLIGATIONS UNDER SECTION 4.2(B). FOR AVOIDANCE OF DOUBT, ANY AMOUNTS OWING BY CARDINAL HEALTH HEREUNDER SHALL NOT COUNT AGAINST THE LIABILITY CAP SET FORTH IN SECTION 15.2 BELOW.
15.2 NOTWITHSTANDING, AND SPECIFICALLY EXCLUDING, ANY AMOUNTS OWED BY CARDINAL HEALTH TO RELIANT UNDER SECTION 15.1 ABOVE, AND SPECIFICALLY EXCLUDING LOSSES RESULTING FROM CARDINAL HEALTH’S GROSS NEGLIGENCE, FRAUD OR WILLFUL MISCONDUCT, CARDINAL HEALTH’S TOTAL LIABILITY UNDER THIS AGREEMENT OTHER THAN FOR LOST, DAMAGED OR DESTROYED API, SHALL IN NO EVENT EXCEED FIVE MILLION DOLLARS ($5,000,000).
15.3 NEITHER PARTY SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH (EXCEPT FOR THOSE INDEMNITY OBLIGATIONS UNDER ARTICLE 14 THAT ARE DEEMED CONSEQUENTIAL DAMAGES) ARISING OUT OF PERFORMANCE UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION LIMITATION, LOSS OF REVENUE OR ANTICIPATED REVENUES, PROFITS OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING TO THE SPRINKLR SERVICES.
7.2 EXCEPT FOR (i) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iii) A BREACH OF SECTION 2.8DATA, IN NO EVENT SHALL THE TOTAL LIABILITY OF ONE PARTY TO THE OTHER PARTY FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE), ARISING FROM THIS AGREEMENT OR AGENCY’S AND/OR AGENCY’S CLIENTS’ USE EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE SPRINKLR SERVICES, EXCEED, IN THE AGGREGATE, THE TOTAL FEES RECEIVED BY OR PAYABLE TO SPRINKLR FROM AGENCY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS POSSIBILITY OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS IN THIS SECTION APPLY TO FEES DUE FOR THE SPRINKLR SERVICES UNDER THIS AGREEMENTSUCH DAMAGES.
7.3 Neither party will be liable to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure Event.
Appears in 1 contract
Sources: Manufacturing Agreement (Reliant Pharmaceuticals, Inc.)
Limitations of Liability. 7.1 IN NO EVENT SHALL EITHER PARTY WILL BSI, OR ANY OF ITS LICENSORS, VENDORS, SUPPLIERS, DIRECTORS, OFFICERS, EMPLOYEES OR AFFILIATES OF ANY OF THE FOREGOING, BE LIABLE TO LICENSEE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, SPECIALCONSEQUENTIAL, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL SPECIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING TO THE SPRINKLR SERVICES.
7.2 EXCEPT FOR WHATSOEVER (i) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iii) A BREACH OF SECTION 2.8, IN NO EVENT SHALL THE TOTAL LIABILITY OF ONE PARTY TO THE OTHER PARTY FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISEDAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND THE LIKE), ARISING FROM THIS AGREEMENT WHETHER FORESEEABLE OR AGENCY’S AND/UNFORESEEABLE, OR AGENCY’S CLIENTS’ USE FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES, REGARDLESS OF THE SPRINKLR SERVICES, EXCEED, IN THE AGGREGATE, THE TOTAL FEES RECEIVED BY OR PAYABLE TO SPRINKLR FROM AGENCY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN CLAIM AND EVEN IF BSI OR A BSI REPRESENTATIVE HAS BEEN ADVISED OF THE PARTIESPOSSIBILITY OF SUCH DAMAGE. BSI’S CUMULATIVE LIABILITY FOR DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE PARTIES AGREE FORM OF THE ACTION, WILL BE LIMITED TO NO GREATER THAN THE AMOUNT OF MONEY PAID TO BSI FOR THE SOFTWARE THAT CAUSED THE DAMAGES. LICENSEE ACKNOWLEDGES THAT THE LIMITATIONS LICENSE AND EXCLUSIONS OTHER FEES PAYABLE BY LICENSEE TO BSI HEREUNDER REFLECT THE ALLOCATION OF LIABILITY AND DISCLAIMERS SPECIFIED RISK SET FORTH IN THIS EXHIBIT A AND THAT BSI WOULD NOT ENTER INTO THE STANDARD AGREEMENT WILL SURVIVE AND WITHOUT THESE LIMITATIONS ON ITS LIABILITY. THESE LIABILITY LIMITATIONS APPLY EVEN IF FOUND TO HAVE FAILED CONTRACTUAL REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. IN ADDITION, BSI DISCLAIMS ALL LIABILITY OF ANY KIND OF BSI’S LICENSORS, VENDORS, AND SUPPLIERS. NO EVENT SHALL ACTION MAY BE BROUGHT AGAINST BSI LATER THAN ONE YEAR FROM THE LIMITATIONS IN THIS SECTION APPLY TO FEES DUE FOR COMMENCEMENT OF THE SPRINKLR SERVICES UNDER THIS STANDARD AGREEMENT.
7.3 Neither party will be liable to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure Event.
Appears in 1 contract
Sources: End User License Agreement
Limitations of Liability. 7.1 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECTTHE LIABILITY OF MEDAVISE AND MEDAVISE PERSONNEL, SPECIALAGENTS, INCIDENTALAFFILIATES, PUNITIVESUBCONTRACTORS AND LICENSORS TO CUSTOMER AND CUSTOMER’S PERSONNEL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH AGENTS, AFFILIATES, SUBCONTRACTORS AND CUSTOMERS ARISING OUT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING TO THE SPRINKLR SERVICES.
7.2 EXCEPT FOR (i) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AGREEMENT AND/OR (iii) A BREACH OF SECTION 2.8, IN NO EVENT THE SERVICES AND PRODUCTS PROVIDED TO CUSTOMER HEREUNDER SHALL THE TOTAL LIABILITY OF ONE PARTY BE LIMITED TO THE OTHER PARTY FOR ANY DIRECT DAMAGES AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT SHALL NOT LIMITED TO, NEGLIGENCE OR OTHERWISE), ARISING FROM THIS AGREEMENT OR AGENCY’S AND/OR AGENCY’S CLIENTS’ USE OF THE SPRINKLR SERVICES, EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNT OF THE SERVICE FEES RECEIVED PAID BY OR PAYABLE CUSTOMER TO SPRINKLR FROM AGENCY MEDAVISE UNDER THIS AGREEMENT IN DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF DATE ON WHICH SUCH LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSEAROSE. IN NO EVENT SHALL MEDAVISE OR MEDAVISE’s PERSONNEL, AGENTS, AFFILIATES, SUBCONTRACTORS AND LICENSORS BE LIABLE FOR THIRD PARTY CONTENT THAT GETS UPLOADED OR INCORPORTATED IN ANY WAY INTO DEVELOPMENT TOOLS SOLUTION OR YOUR WEBSITE AND WHICH FAILS TO MEET GUIDELINES OR VIOLATES THE LIMITATIONS AMERICANS WITH DISABILITIES ACT, §§504, or 508 OF THE REHIBILITATION ACT OF 1973 et seq. OR ANY STATE LAWS REGARDING DISABILITY ACCOMODATIONS, INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR MISSED SAVINGS) SUFFERED BY CUSTOMER, CUSTOMER’s PERSONNEL, AGENTS, AFFILIATES, SUBCONTRACTORS OR END-USER, EVEN IF MEDAVISE HAS PREVIOUSLY BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL A CAUSE OF ACTION BE ASSERTED BY ONE PARTY AGAINST THE OTHER PARTY PURSUANT TO THIS SECTION AGREEMENT MORE THAN TWO (2) YEARS AFTER SUCH CAUSE OF ACTION AROSE; PROVIDED, HOWEVER, THAT SUCH LIMITATION SHALL NOT APPLY TO FEES DUE INFRINGEMENT OF MEDAVISE’s INTELLECTUAL PROPERTY, BREACHES BY CUSTOMER OF MEDAVISE’s INTELLECTUAL PROPERTY RIGHTS OR CUSTOMER’S DUTY OF CONFIDENTIALITY TO MEDAVISE HEREUNDER. PROVIDER SHALL INDEMNIFY MEDAVISE AND HOLD IT HARMLESS FOR THE SPRINKLR SERVICES ERRORS AND OMISSIONS, FAILURE TO ABIDE BY LAW, OR FAILURE OF ITS CONTRACTUAL DUTIES UNDER THIS AGREEMENTAGREEMENT BY PROVIDER OR ITS THIRD- PARTY BILLING SERVICES PROVIDER.
7.3 Neither party will be liable to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure Event.
Appears in 1 contract
Sources: Software License and Application Services Agreement
Limitations of Liability. 7.1 9.1. EXCEPT FOR DAMAGES ARISING OUT OF (I) A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS HEREUNDER, (II) A PARTY’S MISAPPROPRIATION OF THE OTHER PARTY’S IP RIGHTS, OR (iii) WHERE A CLAIM RESULTS FROM INTENTIONAL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING TO THE SPRINKLR SERVICES.
7.2 EXCEPT FOR (i) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iii) A BREACH OF SECTION 2.8, IN NO EVENT SHALL THE TOTAL LIABILITY OF ONE PARTY TO THE OTHER PARTY FOR ANY AND ALL INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, LOSSES, AND CAUSES REGARDLESS OF ACTION (WHETHER IN CONTRACT OR TORTTHE NATURE OF THE CLAIM, INCLUDING, BUT NOT LIMITED TOWITHOUT LIMITATION, NEGLIGENCE LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, OR OTHERWISE)COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, ARISING EVEN IF THE PARTY FROM WHOM SUCH DAMAGES ARE SOUGHT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT OR AGENCYHAVE BEEN BREACHED.
9.2. EXCEPT FOR DAMAGES ARISING OUT OF (I) A PARTY’S AND/OR AGENCYBREACH OF ITS CONFIDENTIALITY OBLIGATIONS HEREUNDER, (II) A PARTY’S CLIENTS’ USE MISAPPROPRIATION OF THE SPRINKLR SERVICESOTHER PARTY’S IP RIGHTS, EXCEEDOR (iii) WHERE A CLAIM RESULTS FROM INTENTIONAL MISCONDUCT OR GROSS NEGLIGENCE, IN EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE AGGREGATEFORM OF ACTION, SHALL NEVER EXCEED THE TOTAL FEES RECEIVED AMOUNT PAID BY OR PAYABLE CUSTOMER TO SPRINKLR FROM AGENCY SOURCE UNDER THIS AGREEMENT IN DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE BEFORE ANY EVENT GIVING RISE TO A CLAIM BY THE OTHER PARTY HEREUNDER. EACH PARTY HEREBY RELEASES THE OTHER PARTY FROM ALL OBLIGATIONS, LIABILITY. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO , CLAIMS, OR DEMANDS IN EXCESS OF THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS IN THIS SECTION APPLY TO FEES DUE FOR THE SPRINKLR SERVICES UNDER THIS AGREEMENTLIMITATION.
7.3 Neither party will be liable to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure Event.
Appears in 1 contract
Sources: Subscription Services Agreement
Limitations of Liability. 7.1 IN NO EVENT If, except for acts of negligence, gross negligence or intentional misconduct, Patheon fails to materially perform any part of the Services in accordance with the terms of this Agreement or the SOW, then Patheon shall, at Metabolex’s request, either
(i) repeat that part of the Service at Patheon’s costs except that Metabolex will supply the API or Metabolex Materials at Metabolex’s expense; or (ii) reimburse Metabolex for the price for that part of the Service, excluding the cost of the API or Metabolex Materials. [*] API or Metabolex Materials [*] arises out of [*]. If Patheon fails to materially perform any part of the Services in accordance with the terms of this Agreement or the SOW because of [*], then in addition to the remedies listed in the first sentence of Section 12.5 above, Patheon will reimburse Metabolex for [*]. NEITHER PARTY SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECTSPECIAL, SPECIALCONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL INDIRECT DAMAGES IN CONNECTION WITH ARISING FROM OR RELATING TO ANY BREACH OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION LOSS REGARDLESS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING TO THE SPRINKLR SERVICES.
7.2 EXCEPT FOR (i) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iii) A BREACH OF SECTION 2.8, IN NO EVENT SHALL THE TOTAL LIABILITY OF ONE PARTY TO THE OTHER PARTY FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE), ARISING FROM THIS AGREEMENT OR AGENCY’S AND/OR AGENCY’S CLIENTS’ USE NOTICE OF THE SPRINKLR SERVICESPOSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, EXCEED, IN THE AGGREGATE, THE TOTAL FEES RECEIVED BY OR PAYABLE TO SPRINKLR FROM AGENCY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS NOTHING IN THIS SECTION APPLY IS INTENDED TO FEES DUE LIMIT OR RESTRICT THE INDEMNIFICATION RIGHTS OR OBLIGATIONS OF ANY PARTY UNDER SECTION 12.1 OR 12.2, OR DAMAGES AVAILABLE FOR BREACHES OF THE SPRINKLR SERVICES UNDER THIS AGREEMENTPROPERTY OWNERSHIP/PATENT RIGHTS IN ARTICLE 5 OR THE CONFIDENTIALITY OBLIGATIONS IN ARTICLE 7.
7.3 Neither party will be liable to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure Event.
Appears in 1 contract
Sources: Development and Clinical Manufacture Agreement (CymaBay Therapeutics, Inc.)
Limitations of Liability. 7.1 14.1 NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE PARTIES’ MAXIMUM AGGREGATE LIABILITY UNDER ANY LEGAL THEORY (INCLUDING ITS OWN NEGLIGENCE) FOR DAMAGES ARISING DIRECTLY OR INDIRECTLY OUT OF THIS AGREEMENT, THE SERVICES AGREEMENT, AND THE LICENSE, PURCHASE, USE OF AND/OR INABILITY TO USE THE SOFTWARE AND SERVICES WILL NOT IN ANY EVENT EXCEED THE LESSER OF (a) THE ACTUAL DAMAGES SUFFERED BY THE AGGRIEVED PARTY OR (b) AN AMOUNT EQUAL TO THE SOFTWARE LICENSE FEES AND SOFTWARE MAINTENANCE FEES PAID BY KONICA MINOLTA TO VENDOR WITH RESPECT TO THE ANNUAL PERIOD DURING WHICH THE APPLICABLE CLAIM FOR DAMAGES FIRST ACCRUED.
14.2 THE PARTIES ACKNOWLEDGE THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR THE SERVICES AGREEMENT, NEITHER PARTY HAS MADE ANY REPRESENTATION OR WARRANTY TO THE OTHER PARTY REGARDING THE SOFTWARE OR SERVICES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EACH PARTY DISCLAIMS ANY IMPLIED WARRANTY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY WITH RESPECT TO MERCHANTABILITY OF THE SOFTWARE OR SERVICES OR FITNESS OF THE SOFTWARE OR SERVICES FOR A PARTICULAR PURPOSE.
14.3 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVECONSEQUENTIAL, SPECIAL OR CONSEQUENTIAL PUNITIVE LOSSES OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE THE LICENSE, TRANSFER OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING TO THE SPRINKLR SERVICES.
7.2 EXCEPT FOR (i) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iii) A BREACH OF SECTION 2.8, IN NO EVENT SHALL THE TOTAL LIABILITY OF ONE PARTY TO THE OTHER PARTY FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE), ARISING FROM THIS AGREEMENT OR AGENCY’S AND/OR AGENCY’S CLIENTS’ USE OF THE SPRINKLR SOFTWARE OR THE PERFORMANCE OR NON-PERFORMANCE OF SERVICES, EXCEEDEVEN IF KONICA MINOLTA, IN THE AGGREGATE, THE TOTAL FEES RECEIVED BY VENDOR OR PAYABLE TO SPRINKLR FROM AGENCY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS SUCH SUPPLIERS HAVE BEEN ADVISED OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS POSSIBILITIES OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS IN THIS SECTION APPLY TO FEES DUE FOR THE SPRINKLR SERVICES UNDER THIS AGREEMENTSUCH LOSSES OR DAMAGES.
7.3 Neither party will be liable to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure Event.
Appears in 1 contract
Sources: Software Reseller and License Agreement (Immediatek Inc)
Limitations of Liability. 7.1 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING TO ▇▇.▇. ▇▇ THE SPRINKLR SERVICES.
7.2 EXCEPT FOR (i) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iii) A BREACH OF SECTION 2.8MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS SAAS AGREEMENT EXCEED THE TOTAL LIABILITY AMOUNT OF ONE PARTY FEES PAID OR PAYABLE BY CUSTOMER UNDER THE ORDER GIVING RISE TO THE OTHER PARTY CLAIM FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE), ARISING FROM THIS AGREEMENT OR AGENCY’S AND/OR AGENCY’S CLIENTS’ USE OF THE SPRINKLR SERVICES, EXCEED, IN THE AGGREGATE, THE TOTAL FEES RECEIVED BY OR PAYABLE TO SPRINKLR FROM AGENCY UNDER THIS AGREEMENT IN THE TWELVE (12) 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATION SHALL APPLY WHETHER AN ACTION IS IN CONTRACT, TORT, OR OTHERWISE AND REGARDLESS OF THE THEORY OF LIABILITY.
(a) NOTWITHSTANDING THE LIMITATIONS SET FORTH IN SECTION 11.1, NEITHER PARTY EXCLUDES OR LIMITS ITS LIABILITY FOR:
(i) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 10 (INDEMNIFICATION);
(ii) DAMAGES RESULTING FROM EITHER PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD;
(iii) DAMAGES RESULTING FROM EITHER PARTY’S BREACH OF SECTION 8 (CONFIDENTIALITY); OR
(iv) CUSTOMER’S PAYMENT OBLIGATIONS.
▇▇.▇. AGENCY ACKNOWLEDGES ▇▇ THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING (BY WAY OF EXAMPLE AND NOT AN EXHAUSTIVE LIST), LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, LOSS OF USE, OR OTHER COMMERCIAL DAMAGES OR LOSSES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS SAAS AGREEMENT, HOWEVER CAUSED AND WHETHER IN CONTRACT, TORT, OR OTHERWISE AND REGARDLESS OF THE THEORY OF LIABILITY AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NOTWITHSTANDING THE IMMEDIATELY PRECEDING SENTENCE, THE FOLLOWING SHALL BE EXCLUDED FROM THE LIMITATIONS SET FORTH IN THIS SECTION 11.2:
(A) DAMAGES RESULTING FROM EITHER PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD; AND
(B) DAMAGES RESULTING FROM EITHER PARTY’S BREACH OF SECTION 8 (CONFIDENTIALITY). DocuSign Envelope ID: 0CCF222D-EBD4-4504-867E-4ED5569E5DC2
11.3. THE LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES STATED HEREIN WILL APPLY REGARDLESS OF THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. BOTH PARTIES HEREUNDER SPECIFICALLY ACKNOWLEDGE THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES STATED HEREIN ARE REFLECTED IN THE DISCLAIMERS OF WARRANTIES PRICING AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE BUT FOR SUCH LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND EXCLUSIONS, SAILPOINT WOULD NOT HAVE MADE THE SERVICES AVAILABLE TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS IN THIS SECTION APPLY TO FEES DUE FOR THE SPRINKLR SERVICES UNDER THIS AGREEMENTCUSTOMER.
7.3 Neither party will be liable to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure Event.
Appears in 1 contract
Sources: Software as a Service Agreement
Limitations of Liability. 7.1 TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT SHALL EITHER PARTY WILL THE GENIES ENTITIES BE LIABLE (A) FOR ANY INDIRECTINDIRECT SPECIAL, SPECIALEXEMPLARY, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR CONSEQUENTIAL PUNITIVE DAMAGES IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING TO THE SPRINKLR SERVICES.
7.2 EXCEPT FOR (i) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iii) A BREACH OF SECTION 2.8, IN NO EVENT SHALL THE TOTAL LIABILITY OF ONE PARTY TO THE OTHER PARTY FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE SERVICES OR THESE TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF THE GENIES ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (B) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE DELIVERY, USE OR PERFORMANCE OF THE SERVICES. SOME JURISDICTIONS (SUCH AS THE STATE OF NEW JERSEY) DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU. THE GENIES ENTITIES’ TOTAL LIABILITY TO YOU FOR ANY DAMAGES FINALLY AWARDED SHALL NOT EXCEED THE LESSER OF ONE HUNDRED DOLLARS ($100.00), ARISING FROM THIS AGREEMENT OR AGENCY’S AND/OR AGENCY’S CLIENTS’ USE OF THE SPRINKLR SERVICESAMOUNT YOU PAID THE GENIES ENTITIES, EXCEEDIF ANY, IN THE AGGREGATE, THE TOTAL FEES RECEIVED BY OR PAYABLE TO SPRINKLR FROM AGENCY UNDER THIS AGREEMENT IN THE TWELVE PAST SIX (126) MONTHS IMMEDIATELY PRECEDING FOR THE EVENT SERVICES (OR GENIES PRODUCT PURCHASED ON THE SERVICES) GIVING RISE TO THE LIABILITY. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIESCLAIM. THE PARTIES AGREE THAT THE FOREGOING LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED THE ABOVE STATED REMEDY FAILS OF THEIR ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS IN THIS SECTION APPLY TO FEES DUE FOR THE SPRINKLR SERVICES UNDER THIS AGREEMENT.
7.3 Neither party will be liable to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure Event.
Appears in 1 contract
Sources: Terms of Service
Limitations of Liability. 7.1 IN NO EVENT RTI SHALL EITHER PARTY NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING TO THE SPRINKLR SERVICES.
7.2 EXCEPT FOR (i) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iii) A BREACH OF SECTION 2.8, IN NO EVENT SHALL THE TOTAL LIABILITY OF ONE PARTY TO THE OTHER PARTY FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF GOODWILL OR REPUTATION, COSTS OF COVER, OR THE LIKE) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE (WHETHER ARISING IN CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE)) EVEN IF RTI OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7.2 IN PARTICULAR, LICENSEE RECOGNIZES THAT THE SOFTWARE MAY BE PART OF A SYSTEM USED TO CONTROL EXPENSIVE OR DANGEROUS EQUIPMENT. RTI SHALL NOT BE LIABLE FOR ANY DAMAGE OR INJURY RESULTING FROM THE OPERATION OF SUCH EQUIPMENT. LICENSEE ACKNOWLEDGES AND AGREES THAT LICENSEE IS RESPONSIBLE FOR TAKING STEPS TO PROTECT AGAINST TARGET APPLICATION AND SYSTEM FAILURES, INCLUDING PROVIDING BACK- UP OR SHUTDOWN MECHANISMS. LICENSEE IS ULTIMATELY RESPONSIBLE FOR VERIFYING AND VALIDATING THE SUITABILITY OF RTI SOFTWARE FOR LICENSEE’S INTENDED USE. EACH END USER SYSTEM IS CUSTOMIZED AND DIFFERS FROM RTI’S TESTING PLATFORMS. LICENSEE MAY USE RTI SOFTWARE IN COMBINATION WITH OTHER PRODUCTS IN A MANNER NOT EVALUATED OR CONTEMPLATED BY RTI. Licensee agrees to indemnify, defend, and hold RTI harmless from any claim, lawsuit, legal proceeding, settlement, or judgment (including, without limitation, RTI’s reasonable United States and local attorneys’ and expert witnesses’ fees and costs) arising out of or in connection with the copying, marketing, performance, or other distribution of Licensee’s Target Applications.
7.3 THE AGGREGATE LIABILITY OF RTI FOR ANY CLAIMS ARISING FROM OUT OF OR RELATED TO THIS AGREEMENT SLA OR AGENCY’S AND/OR AGENCY’S CLIENTS’ USE OF THE SPRINKLR SERVICESSOFTWARE OR PERFORMANCE OF THE SERVICES IN ANY ONE YEAR, EXCEEDINCLUDING ANY BREACH OF WARRANTY CLAIM SUBJECT TO SECTION 5, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE GREATER OF THE AGGREGATE LICENSE FEES LICENSEE PAID FOR THE SOFTWARE IN THAT YEAR AND $10,000 (TEN THOUSAND DOLLARS); PROVIDED, HOWEVER, THAT FOR CLAIMS ARISING OUT OF OR RELATED TO AN EVALUATION LICENSE, SUCH AMOUNT SHALL NOT EXCEED $1,000 (ONE THOUSAND DOLLARS).
7.4 THE AGGREGATELIMITED WARRANTY, THE TOTAL FEES RECEIVED BY OR PAYABLE TO SPRINKLR FROM AGENCY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREINLIMITED REMEDIES, AND THAT LIMITED LIABILITY SPECIFIED IN THIS SLA ARE FUNDAMENTAL ELEMENTS OF THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN RTI AND LICENSEE. RTI WOULD NOT BE ABLE TO PROVIDE THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS IN THIS SECTION APPLY TO FEES DUE FOR THE SPRINKLR SERVICES UNDER THIS AGREEMENTSOFTWARE WITHOUT SUCH LIMITATIONS.
7.3 Neither party will be liable to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure Event.
Appears in 1 contract
Sources: Software License Agreement
Limitations of Liability. 7.1 EXCEPT WITH RESPECT TO ANY BREACH OF ANY OBLIGATION OF CONFIDENTIALITY ARISING UNDER SECTION 5, ABOVE, THE FURNISHING OF ANY SUSPECT/COUNTERFEIT PARTS UNDER SECTION 9 ABOVE, OR ANY INDEMNITY OBLIGATION RELATED TO THIRD PARTY CLAIMS ARISING UNDER SECTION 10, ABOVE, NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE EXTENT OF LIABILITY OF SELLER (EXCEPT AS TO TITLE) FOR BUYER’S DIRECT DAMAGES ARISING OUT OF SAID GOODS, OR SERVICES, OR THEIR USE (WHETHER USED SINGLY OR IN COMBINATION WITH OTHER PRODUCTS), INCLUDING ANY ADDITION OF VALUE BY BUYER TO PRODUCTS PURCHASED FROM SELLER, WHETHER ARISING FROM WARRANTY, CONTRACT, NEGLIGENCE OR OTHERWISE, SHALL NOT IN ANY CASE EXCEED, IN VALUE, ONE HUNDRED THOUSAND DOLLARS ($100,000) PER LOT DELIVERED PER PURCHASE ORDER. EXCEPT WITH RESPECT TO BUYER'S RIGHT TO OBTAIN SUBSTITUTE PRODUCTS PURSUANT TO SECTION 2, ABOVE, ANY BREACH OF ANY OBLIGATION OF CONFIDENTIALITY ARISING UNDER SECTION 5, ABOVE, ANY REIMBURSEMENT OBLIGATION OF SELLER ARISING UNDER SECTION 8(B), ABOVE, THE FURNISHING OF ANY SUSPECT/COUNTERFEIT PARTS UNDER SECTION 9 ABOVE OR ANY INDEMNITY OBLIGATION RELATED TO THIRD PARTY CLAIMS ARISING UNDER SECTION 10, ABOVE, UNDER NO EVENT CIRCUMSTANCES SHALL EITHER PARTY BUYER OR SELLER BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTALCONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENTINCIDENTAL DAMAGES, INCLUDING WITHOUT LIMITATION LOSS WHETHER ARISING OUT OF REVENUE ANY EXPRESS OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES IMPLIED WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, OR ANY OTHER MATTER RELATING TO THE SPRINKLR SERVICESTHEORY OF LIABILITY.
7.2 EXCEPT FOR (i) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iii) A BREACH OF SECTION 2.8, IN NO EVENT SHALL THE TOTAL LIABILITY OF ONE PARTY TO THE OTHER PARTY FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE), ARISING FROM THIS AGREEMENT OR AGENCY’S AND/OR AGENCY’S CLIENTS’ USE OF THE SPRINKLR SERVICES, EXCEED, IN THE AGGREGATE, THE TOTAL FEES RECEIVED BY OR PAYABLE TO SPRINKLR FROM AGENCY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS IN THIS SECTION APPLY TO FEES DUE FOR THE SPRINKLR SERVICES UNDER THIS AGREEMENT.
7.3 Neither party will be liable to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure Event.
Appears in 1 contract
Sources: Purchase Order Terms and Conditions
Limitations of Liability. 7.1 The provision of the Services by Service Provider is subject to the limitations on liability outlined in this Section and sets out the Parties’ entire liability arising out of or in connection with the Agreement. Customer acknowledges and agree that the Charges for the Services under the Agreement are based upon this allocation of risk.
7.2 CUSTOMER’S EXCLUSIVE REMEDY FOR ANY FAILURE OF SERVICE PROVIDER’S OBLIGATIONS PURSUANT TO THIS AGREEMENT SHALL BE THE REMEDIES SET FORTH IN SECTION 3.2 ABOVE AND ANY SERVICE CREDIT DUE PURSUANT TO ANY APPLICABLE SERVICE LEVEL AGREEMENT SET FORTH IN THE APPLICABLE SERVICE ADDENDUM FOR SUCH SERVICE. CUSTOMER ACKNOWELDGES THAT, WHERE APPLICABLE, A SERVICE CREDIT IS CUSTOMERS SOLE AND EXCLUSIVE REMEDY IN RESPECT OF ANY BREACH OF A COLOHOUSE SERVICE LEVEL AGREEMENT.
7.3 IN NO EVENT SHALL EITHER PARTY SERVICE PROVIDER BE LIABLE OR RESPONSIBLE TO CUSTOMER FOR ANY INDIRECT, SPECIAL, TYPE OF INCIDENTAL, PUNITIVE, DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING TO THE SPRINKLR SERVICES.
7.2 EXCEPT FOR (i) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iii) A BREACH OF SECTION 2.8, IN NO EVENT SHALL THE TOTAL LIABILITY OF ONE PARTY TO THE OTHER PARTY FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE LOST REVENUE, LOST PROFITS, REPLACEMENT GOODS, LOSS OF TECHNOLOGY, RIGHTS OR SERVICES, LOSS OF DATA, OR INTERRUPTION OR LOSS OF USE OF SERVICE OR EQUIPMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER ARISING UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE), ARISING FROM THIS AGREEMENT .
7.4 IN NO EVENT SHALL SERVICE PROVIDER LIABILITY TO ANY CUSTOMER OR AGENCY’S AND/OR AGENCY’S CLIENTS’ USE ANY THIRD PARTY IN ANY CIRCUMSTANCE EXCEED THE AMOUNT OF THE SPRINKLR SERVICES, EXCEED, CHARGES CUSTOMER ACTUALLY PAID TO SERVICE PROVIDER FOR SERVICES IN THE AGGREGATE, MONTH PERIOD DIRECTLY PRIOR TO THE TOTAL FEES RECEIVED BY OR PAYABLE TO SPRINKLR FROM AGENCY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT ACTION GIVING RISE TO THE ALLEGED LIABILITY. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS IN THIS SECTION APPLY TO FEES DUE FOR THE SPRINKLR SERVICES UNDER THIS AGREEMENT8 CUSTOMER OBLIGATIONS.
7.3 Neither 8.1 END USER LICENCE TERMS. Customer agrees: it will not copy any license keys or otherwise decrypt or circumvent any license keys with respect to software provided by Service Provider or used in connection with the Services nor reverse engineer, decompile, or disassemble any such software or code, except to the extent such activity is expressly permitted by the manufacturer or developer of the software or code or applicable law; it will not use license keys provided by Service Provider on a second system or through any other service provider; it will not remove, modify or obscure any copyright, trademark or other proprietary rights notices that appear on or during the use of any such software or service; to observe the terms of any license or applicable end user subscriber agreement for the software or other products made available to Customer; and, assist and enable Service Provider access to systems in order to verify compliance with this section. Service Provider will not have any liability to Customer or any other party resulting from Customer’s violation of any license agreements or end user subscriber agreements that govern such software or products and Customer will be liable solely responsible for any additional software or products that Customer installs or uses in connection with the Services. Additional restrictions may apply to any Microsoft software provided to Customer in connection with the Services. Customer agrees to comply with all applicable Microsoft Corporation licensing terms. Customer’s own Microsoft licenses must be maintained under Microsoft’s Software Assurance Program. In the event Customer’s Software Assurance expires, Customer must either (i) renew its compliance with the Software Assurance Program, (ii) purchase a valid Microsoft license from Service Provider; or (iii) remove the expired license from the Services. Customer shall reimburse Service Provider any costs incurred as a result of Customer’s non-compliance with this clause.
8.2 EXPORT, SANCTIONS. Customer’s use of the Services must be in compliance with applicable laws. Without limiting the foregoing statement, Customer agrees to comply with all restrictions and regulations of the U.S. Department of the Treasury, Commerce, Foreign Affairs, or any other domestic or foreign agency or authority in connection with Customer’s use of the Services, and to not, in violation of any laws, transfer or authorize the transfer of any Services into any U.S., U.N., or any other applicable domestic or foreign governing agency or authority’s embargoed countries. Customer represents and warrants that it is not located in, under the control of, or a national or resident of any such country or using the Services for a purpose that is otherwise prohibited in accordance with any such list.
8.3 ANTI-CORRUPTION. The Customer will comply with all applicable anti-corruption laws of the United States and other countries, including the United States Corrupt Practices Act, the Canadian Criminal Code and Corruption of Foreign Public Officials Act and the U.K. Bribery Act 2010. Neither the Customer nor any of its representatives shall, directly or indirectly, offer or pay anything of value (including gifts, travel, entertainment expenses and charitable donations) to any official or employee of any government, government agency, political party or public international organization, or any candidate for political office, to (i) improperly influence any act or decision of such official, employee or candidate for the purpose of promoting the business interests of the other for party in any failure to performrespect, or delay (ii) otherwise improperly promote the business interests of the other party in the performance of, any obligation under this Agreement caused by a Force Majeure Eventrespect.
Appears in 1 contract
Sources: Master Services Agreement
Limitations of Liability. 7.1 14.1 CATALENT’S LIABILITY UNDER THIS AGREEMENT FOR ANY AND ALL CLAIMS FOR LOST, DAMAGED OR DESTROYED SUPERNUS-SUPPLIED MATERIALS (FOR WHICH SUPERNUS SHALL PROVIDE TO CATALENT DOCUMENTATION EVIDENCING THE COST OF SUCH MATERIALS) WHETHER OR NOT SUCH SUPERNUS-SUPPLIED MATERIALS ARE INCORPORATED INTO PRODUCT SHALL NOT EXCEED: BATCH CAP: FOR ANY CLAIM FOR SUPERNUS-SUPPLIED MATERIALS LOST OR DESTROYED AS A RESULT OF CATALENT DEFECTIVE PROCESSING DURING THE PROCESSING OF ANY GIVEN BATCH OF PRODUCT, [**] FOR SUCH BATCH (OR [**] IF THE RESULT OF CATALENT’S [**]); [**] = CERTAIN CONFIDENTIAL INFORMATION OMITTED ANNUAL CAP: [**] IN ANY CONTRACT YEAR IF DUE TO CATALENT’S [**] (WITH SUCH AMOUNT INCREASING TO [**] IF DESTROYED AS A RESULT OF CATALENT [**]); AND AGGREGATE CAP: [**] IN THE AGGREGATE IF DUE TO CATALENT’S [**] (WITH SUCH AMOUNT INCREASING TO [**] IF THE RESULT OF CATALENT [**]).
14.2 CATALENT’S TOTAL LIABILITY UNDER THIS AGREEMENT IN A GIVEN CONTRACT YEAR SHALL IN NO EVENT EXCEED [**].
14.3 NEITHER PARTY SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING TO THE SPRINKLR SERVICES.
7.2 EXCEPT FOR (i) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iii) A BREACH OF SECTION 2.8, IN NO EVENT SHALL THE TOTAL LIABILITY OF ONE PARTY TO THE OTHER PARTY FOR ANY AND ALL DAMAGESINDIRECT, LOSSESINCIDENTAL, AND CAUSES SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR LOSS OF ACTION (REVENUES, PROFITS OR DATA ARISING OUT OF PERFORMANCE UNDER THIS AGREEMENT, WHETHER IN CONTRACT OR IN TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE), ARISING FROM THIS AGREEMENT OR AGENCY’S AND/OR AGENCY’S CLIENTS’ USE EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE SPRINKLR SERVICES, EXCEED, IN THE AGGREGATE, THE TOTAL FEES RECEIVED BY OR PAYABLE TO SPRINKLR FROM AGENCY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS POSSIBILITY OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS IN THIS SECTION APPLY TO FEES DUE FOR THE SPRINKLR SERVICES UNDER THIS AGREEMENTSUCH DAMAGES.
7.3 Neither party will be liable to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure Event14.4 [**].
Appears in 1 contract
Sources: Commercial Supply Agreement (Supernus Pharmaceuticals, Inc.)
Limitations of Liability. 7.1 12.1 EXCEPT AS PROVIDED IN NO EVENT SHALL EITHER PARTY SECTION 12.4, NEITHER SDID NOR CT WILL BE LIABLE OR OBLIGATED IN ANY MANNER FOR ANY SPECIAL, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES UNDER ANY CAUSE OF ACTION AND EVEN IF INFORMED OF THE POSSIBILITY THEREOF IN CONNECTION WITH ADVANCE, ARISING OUT OF THIS AGREEMENT OR BY REASON OF BREACH OF THIS AGREEMENT. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF-O ANY LIMIT REMEDY HEREIN.
12.2 THE FOREGOING WARRANTIES ARE IN LIEU OF ANY OTHER WARRANTY, WHETHER EXPRESSED OR IMPLIED, WRITTEN OR ORAL, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
12.3 SDID's AND CT'S LIMITATIONS OF LIABILITY SHALL NOT APPLY IN CASES OF GROSS NEGLIGENCE OR FRAUDULENT INTENT.
12.4 NOTHING IN THIS SECTION SHALL ALLOW CT TO [*] OR OTHERWISE [*] TO PURCHASE [*] AND [*] FROM SDID HEREUNDER OR TO AVOID OR LIMIT CT'S [*] FOR SDID'S DAMAGES ATTRIBUTABLE TO CT'S FAILURE TO MEET THIS OBLIGATION, UNLESS THAT FAILURE IS A RESULT OF A MATERIAL BREACH OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING TO THE SPRINKLR SERVICESMORGANTON AGREEMENT DATED NOVEMBER 8, 2000 (SEE ATTACHMENT 7) AND DEVELOPMENT AND SUPPLY AGREEMENT DATED JUNE 1998 BY SDID WHICH IS NOT RECTIFIED BY SDID WITHIN A REASONABLE TIMEFRAME AS NOTED IN PARAGRAPH 13.3.
7.2 EXCEPT FOR (i) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iii) A BREACH OF SECTION 2.8, IN NO EVENT SHALL THE TOTAL LIABILITY OF ONE PARTY TO THE OTHER PARTY FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE), ARISING FROM THIS AGREEMENT OR AGENCY’S AND/OR AGENCY’S CLIENTS’ USE OF THE SPRINKLR SERVICES, EXCEED, IN THE AGGREGATE, THE TOTAL FEES RECEIVED BY OR PAYABLE TO SPRINKLR FROM AGENCY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS IN THIS SECTION APPLY TO FEES DUE FOR THE SPRINKLR SERVICES UNDER THIS AGREEMENT.
7.3 Neither party will be liable to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure Event.
Appears in 1 contract
Sources: Development and Supply Agreement (Bei Technologies Inc)
Limitations of Liability. 7.1 EXCEPT IN NO EVENT SHALL EITHER PARTY BE LIABLE THE CASE OF FRAUD OR WILLFUL MISCONDUCT, SELLER’S TOTAL LIABILITY FOR BREACH OF ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OF THE PROVISIONS OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY REPRESENTATIONS OR WARRANTIES HEREIN, SHALL NOT EXCEED TWENTY PERCENT (20%) OF THE PURCHASE PRICE. EXCEPT IN THE CASE OF FRAUD OR WILLFUL MISCONDUCT OR A BREACH OF THE CONFIDENTIALITY OBLIGATIONS SET FORTH IN Section 5.3, NEITHER PARTY WILL HAVE ANY OBLIGATION OR LIABILITY (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND NOTWITHSTANDING ANY FAULT, NEGLIGENCE (WHETHER ACTIVE, PASSIVE OR IMPUTED), REPRESENTATION, STRICT LIABILITY OR PRODUCT LIABILITY), FOR ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL, MULTIPLIED, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES OR LOSS OF REVENUE REVENUE, PROFIT, SAVINGS OR ANTICIPATED PROFITS BUSINESS ARISING FROM OR LOST BUSINESS OTHERWISE RELATED TO THIS AGREEMENT, EVEN IF A PARTY OR LOST SALES ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS OF POTENTIAL DAMAGES AND LIABILITIES SET FORTH IN THIS Section 7.2 WERE AN ESSENTIAL ELEMENT IN SETTING CONSIDERATION UNDER THIS AGREEMENT AND THE RIGHT OF THE PARTIES WITH RESPECT TO CLAIMS RESULTING FROM ANY BREACH OF REPRESENTATION OR WARRANTY OR FAILURE TO PERFORM ANY OTHER MATTER COVENANT OR OBLIGATION CONTAINED IN THIS AGREEMENT OR OTHERWISE RELATING TO THE SPRINKLR SERVICES.
7.2 EXCEPT FOR (i) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iii) A BREACH OF SECTION 2.8, IN NO EVENT SHALL THE TOTAL LIABILITY OF ONE PARTY TO THE OTHER PARTY FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE), ARISING FROM THIS AGREEMENT OR AGENCY’S AND/OR AGENCY’S CLIENTS’ USE OF THE SPRINKLR SERVICES, EXCEED, IN THE AGGREGATE, THE TOTAL FEES RECEIVED BY OR PAYABLE TO SPRINKLR FROM AGENCY TRANSACTIONS UNDER THIS AGREEMENT IN SHALL BE THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES SOLE AND ENTERED INTO EXCLUSIVE REMEDY UNDER THIS AGREEMENT IN RELIANCE UPON AND SUBJECT TO THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS IN THIS SECTION APPLY TO FEES DUE FOR THE SPRINKLR SERVICES UNDER THIS AGREEMENTSection 7.2.
7.3 Neither party will be liable to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure Event.
Appears in 1 contract
Limitations of Liability. 7.1 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT(a) Contractor makes no warranty or agreement, SPECIALexpress or implied, INCIDENTALto or for the benefit of any person or entity other than Customer concerning the performance of the Satellites or any other matters relating to the Work.
(b) THE PARTIES TO THIS CONTRACT EXPRESSLY RECOGNIZE THAT COMMERCIAL SPACE VENTURES INVOLVE SUBSTANTIAL RISKS AND RECOGNIZE THE COMMERCIAL NEED TO DEFINE, PUNITIVEAPPORTION, OR CONSEQUENTIAL DAMAGES IN CONNECTION AND LIMIT CONTRACTUALLY ALL THE RISKS ASSOCIATED WITH THIS AGREEMENTCOMMERCIAL SPACE VENTURE. THE PAYMENTS AND OTHER REMEDIES EXPRESSLY SET FORTH IN THIS CONTRACT FULLY REFLECT THE PARTIES' NEGOTIATIONS, INTENTIONS, AND BARGAINED-FOR ALLOCATION OF THE RISKS ASSOCIATED WITH COMMERCIAL SPACE VENTURES.
(c) THE WARRANTY OBLIGATIONS OF CONTRACTOR AND THE REMEDIES AGAINST CONTRACTOR THEREFOR THAT ARE EXPRESSLY SET FORTH OR REFERENCED IN ARTICLE 18 (CONTRACTOR'S REPRESENTATIONS, COVENANTS, AND WARRANTIES) ARE EXCLUSIVE AND ARE IN SUBSTITUTION OF ANY OTHER WARRANTIES, EXPRESS OR IMPLIED (INCLUDING ANY STATUTORY WARRANTIES SUCH AS IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE), WHICH ARE EXPRESSLY DISCLAIMED.
(d) CUSTOMER'S SOLE AND EXCLUSIVE REMEDIES, AND CONTRACTOR'S SOLE OBLIGATIONS FOR (I) ANY BREACH OF THIS CONTRACT, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE DELAY OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING TO THE SPRINKLR SERVICES.
7.2 EXCEPT FOR (i) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONSDEFAULT; AND/OR (iiiII) A ANY DEFECT, NON-CONFORMANCE OR DEFICIENCY IN ANY WORK UNDER THIS CONTRACT OR IN ANY INFORMATION, INSTRUCTIONS, SERVICES, OR OTHER CLAIMS WHATSOEVER ARISING OUT OF OR RELATING TO THIS CONTRACT AND/OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER DENOMINATED AS CONTRACT, TORT, EQUITABLE, STATUTORY, OR ANY OTHER TYPE OF CLAIM) ARE LIMITED TO THOSE SET FORTH IN ARTICLES 0 (LIQUIDATED DAMAGES FOR LATE DELIVERY), 12 (IN-ORBIT PERFORMANCE INCENTIVE PAYMENTS), 18 (CONTRACTOR'S REPRESENTATIONS, COVENANTS, AND WARRANTIES), 21 (INTELLECTUAL PROPERTY INFRINGEMENT INDEMNIFICATION), 24 (INDEMNIFICATION), 25 (INSURANCE), AND 32 (TERMINATION) HEREOF AND ANY OTHER REMEDIES SPECIFICALLY SET FORTH IN THIS CONTRACT; AND ALL OTHER REMEDIES OR RECOURSE AGAINST CONTRACTOR OF ANY KIND ARE EXPRESSLY DISCLAIMED AND FOREVER WAIVED BY CUSTOMER.
(e) CONTRACTOR SHALL NOT, UNDER ANY CIRCUMSTANCES, UNDER ANY WARRANTY (EXPRESS, IMPLIED, OR STATUTORY) OR UNDER ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE, TORT, STRICT LIABILITY, CONTRACT, OR OTHER LEGAL OR EQUITABLE THEORY) HAVE ANY LIABILITY TO CUSTOMER OR CUSTOMER'S CUSTOMERS FOR ANY SPECIAL, CONSEQUENTIAL, AND/OR INCIDENTAL DAMAGES, WHETHER OR NOT FORESEEABLE, INCLUDING LOST REVENUES OR PROFITS, COST OF CAPITAL, OR ANY OTHER FORM OF ECONOMIC LOSS RESULTING FROM ANY BREACH OF SECTION 2.8THIS CONTRACT OR WITH RESPECT TO ANY DEFECT, NON-CONFORMANCE, OR DEFICIENCY IN NO EVENT SHALL ANY INFORMATION, INSTRUCTIONS, SERVICES, OR OTHER THINGS PROVIDED PURSUANT TO THIS CONTRACT.
(f) THE TOTAL LIABILITY OF ONE PARTY CONTRACTOR WITH RESPECT TO THE OTHER PARTY ALL CLAIMS OF ANY KIND, INCLUDING WITHOUT LIMITATION LIQUIDATED DAMAGES, WHETHER AS A RESULT OF BREACH OF CONTRACT, WARRANTY, STRICT LIABILITY OR OTHERWISE, AND WHETHER ARISING BEFORE OR AFTER DELIVERY OF ANY DELIVERABLE ITEM, FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE), LOSS ARISING FROM OR RELATING TO THIS AGREEMENT CONTRACT, OR AGENCY’S AND/FROM THE PERFORMANCE OR AGENCY’S CLIENTS’ USE OF THE SPRINKLR SERVICESBREACH THEREOF, SHALL NOT EXCEED, EXCEPT AS OTHERWISE SET FORTH IN THE AGGREGATETHIS CONTRACT, THE TOTAL FEES RECEIVED BY OR PAYABLE TO SPRINKLR FROM AGENCY UNDER THIS AGREEMENT IN CONTRACT PRICE. NOTWITHSTANDING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON FOREGOING, THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREININ THIS CONTRACT SHALL NOT APPLY TO CONTRACTOR, ITS AFFILIATES, ASSOCIATES, AND THAT SUBCONTRACTORS TO THE SAME FORM AN ESSENTIAL BASIS EXTENT A CLAIM OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS ANY KIND RELATED TO OR ARISING OUT OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS IN THIS SECTION APPLY TO FEES DUE FOR THE SPRINKLR SERVICES UNDER THIS AGREEMENTCONTRACT IS COVERED BY INSURANCE MAINTAINED BY CONTRACTOR, ITS AFFILIATES, ASSOCIATES OR SUBCONTRACTORS.
7.3 Neither party will be liable (g) The limitations of liability set forth herein shall also apply to all Affiliates, Associates, and Subcontractors of Contractor to the same extent as set forth herein with respect to Contractor.
(h) Each Party shall have a duty to mitigate damages for which the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure EventParty is responsible.
Appears in 1 contract
Sources: Satellite Purchase Contract (Xm Satellite Radio Holdings Inc)
Limitations of Liability. 7.1 IN THE CONTENTS OF THE ▇▇▇▇▇▇.▇▇▇ WEBSITE, AND THE EQUIPMENT LESSOR DELIVERS ARE PROVIDED “AS IS.” LESSOR MAKES NO EVENT SHALL EITHER PARTY BE LIABLE REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, OF ANY KIND ABOUT EQUIPMENT’S ACCURACY OR FUNCTIONALITY. LESSOR ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY INDIRECTERRORS OR OMISSIONS IN THE CONTENT OF THE ▇▇▇▇▇▇▇.▇▇▇ WEBSITE, SPECIALFOR ANY FAILURES, INCIDENTAL, PUNITIVEDELAYS, OR CONSEQUENTIAL INTERRUPTIONS IN THE DELIVERY OF ANY CONTENT CONTAINED ON THE ▇▇▇▇▇▇▇.▇▇▇ WEBSITE, FOR ANY LOSSES OR DAMAGES IN CONNECTION WITH THIS AGREEMENTARISING FROM THE USE OF THE CONTENT PROVIDED ON THE ▇▇▇▇▇▇▇.▇▇▇ WEBSITE, INCLUDING WITHOUT LIMITATION LOSS OR FOR ANY CONDUCT BY USERS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING THE ▇▇▇▇▇▇▇.▇▇▇ WEBSITE. TO THE SPRINKLR SERVICES.
7.2 EXCEPT FOR (i) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) FULL EXTENT PERMISSIBLE BY LAW, LESSOR DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES ABOUT THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iii) A BREACH OF SECTION 2.8, IN NO EVENT SHALL THE TOTAL LIABILITY OF ONE PARTY TO THE OTHER PARTY FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORTEQUIPMENT LESSOR DELIVERS, INCLUDING, BUT NOT LIMITED TOFOR EXAMPLE, NEGLIGENCE OR OTHERWISE)WARRANTIES OF MERCHANTABILITY, ARISING FROM THIS AGREEMENT OR AGENCY’S AND/OR AGENCY’S CLIENTS’ USE OF THE SPRINKLR SERVICES, EXCEED, IN THE AGGREGATE, THE TOTAL FEES RECEIVED BY OR PAYABLE TO SPRINKLR FROM AGENCY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREINFITNESS FOR A PARTICULAR PURPOSE, AND NON- INFRINGEMENT. IN ADDITION, LESSOR DOES NOT REPRESENT OR WARRANT THAT THE SAME FORM AN ESSENTIAL BASIS OF INFORMATION ACCESSIBLE VIA THE BARGAIN BETWEEN THE PARTIES▇▇▇▇▇▇▇.▇▇▇ WEBSITE IS ACCURATE, COMPLETE, OR CURRENT. THE PARTIES AGREE THAT THE LIMITATIONS PRICE AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND AVAILABILITY INFORMATION IS SUBJECT TO HAVE FAILED OF THEIR ESSENTIAL PURPOSECHANGE WITHOUT NOTICE. IN NO EVENT SHALL ▇▇▇▇▇▇▇.▇▇▇ BE LIABLE TO LESSEE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT ADVISED OF THE LIMITATIONS POSSIBILITY OF DAMAGE, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN THIS SECTION APPLY CONNECTION WITH THE USE OR PERFORMANCE OF ANY EQUIPMENT OR THE INFORMATION ON LESSOR’S WEBSITE. WHILE LESSOR WILL MAKE A REASONABLE EFFORT TO FEES DUE RETURN ANY NON-LESSOR PROPERTY IT RECEIVES, LESSOR WILL NOT BE LIABLE FOR THE SPRINKLR SERVICES UNDER THIS AGREEMENTANY LOSSES OF OR DAMAGE TO SUCH PROPERTY.
7.3 Neither party will be liable to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure Event.
Appears in 1 contract
Sources: Huppah Lease Agreement
Limitations of Liability. 7.1 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING TO THE SPRINKLR SERVICES.
7.2 EXCEPT FOR (i) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; Intentionally Left Blank
(ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; Other Limitations. THIS SECTION 9 (ii) APPLIES TO LIABILITY UNDER CONTRACT (INCLUDING BREACH OF WARRANTY), TORT (INCLUDING NEGLIGENCE AND/OR (iii) A BREACH STRICT LIABILITY), AND ANY OTHER LEGAL OR EQUITABLE FORM OF SECTION 2.8CLAIM. IF YOU INITIATE ANY CLAIM, IN NO EVENT SHALL ACTION, SUIT, ARBITRATION, OR OTHER PROCEEDING, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, GEOTRUST'S TOTAL LIABILITY OF ONE PARTY TO THE OTHER FOR DAMAGES SUSTAINED BY YOU AND ANY THIRD PARTY FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT USE OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE), ARISING FROM THIS AGREEMENT OR AGENCY’S AND/OR AGENCY’S CLIENTS’ USE OF THE SPRINKLR SERVICES, EXCEEDRELIANCE ON A SPECIFIC CERTIFICATE SHALL BE LIMITED, IN THE AGGREGATE, TO USD ▇▇▇ (▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ DOLLARS). THE LIABILITY LIMITATIONS PROVIDED IN THIS SECTION 9 (ii) SHALL BE THE SAME REGARDLESS OF THE NUMBER OF DIGITAL SIGNATURES, TRANSACTIONS, OR CLAIMS RELATED TO SUCH CERTIFICATES. GEOTRUST SHALL NOT BE OBLIGATED TO PAY MORE THAN THE TOTAL FEES RECEIVED BY OR PAYABLE TO SPRINKLR FROM AGENCY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSELIMITATION FOR EACH CERTIFICATE. IN NO EVENT SHALL GEOTRUST BE LIABLE FOR ANY LOSS OF DATA, LOSS OF PROFITS, COST OF COVER, OR ANY OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY. THIS LIMITATION WILL APPLY EVEN IF GEOTRUST HAS BEEN ADVISED OF, OR IS AWARE OF, THE LIMITATIONS IN POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE EXCLUSIONS OF INCIDENTAL AND CONSEQUENTIAL DAMAGES MAY NOT APPLY TO YOU BUT SHALL BE GIVEN EFFECT TO THE FULL EXTENT PERMITTED BY LAW. NOTWITHSTANDING THE FOREGOING, EITHER PARTY’S LIABIILTY SHALL NOT BE LIMITED UNDER THIS SECTION IN CASES OF PERSONAL INJURY OR DEATH ARISING FROM OTHER PARTY’S NEGLIGENCE OR TO ANY OTHER LIABILITY WHICH CANNOT BE EXCLUDED BY APPLICABLE LAW (INCLUDING MANDATORY LAWS OF ANY APPLICABLE JURISDICTION).TO THE EXTENT JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN LIABILITY LIMITATIONS, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO FEES DUE FOR THE SPRINKLR SERVICES UNDER THIS AGREEMENTYOU.
7.3 Neither party will be liable to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure Event.
Appears in 1 contract
Sources: Subscriber Agreement
Limitations of Liability. 7.1 NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN NO EVENT SHALL EITHER PARTY THESE TERMS, DOCUSIGN WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO CUSTOMER FOR ANY INDIRECTCONSEQUENTIAL, INCIDENTAL, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL EXEMPLARY DAMAGES IN CONNECTION WITH THIS AGREEMENTARISING OUT OF OR RELATED TO THE TRANSACTION CONTEMPLATED UNDER THESE TERMS AND CONDITIONS, INCLUDING WITHOUT LIMITATION BUT NOT LIMITED TO LOST PROFITS OR LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING TO BUSINESS, EVEN IF APPRISED OF THE SPRINKLR SERVICES.
7.2 EXCEPT FOR (i) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iii) A BREACH LIKELIHOOD OF SECTION 2.8, IN SUCH DAMAGES OCCURRING. UNDER NO EVENT SHALL THE CIRCUMSTANCES WILL DOCUSIGN'S TOTAL LIABILITY OF ONE PARTY ALL KINDS ARISING OUT OF OR RELATED TO THE OTHER PARTY FOR ANY THESE TERMS AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION CONDITIONS (WHETHER IN CONTRACT OR TORT, INCLUDING, INCLUDING BUT NOT LIMITED TOTO WARRANTY CLAIMS), NEGLIGENCE REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE), ARISING FROM THIS AGREEMENT OR AGENCY’S AND/OR AGENCY’S CLIENTS’ USE EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER FOR THE SUBSCRIPTION SERVICES UNDER THESE TERMS DURING THE 3 MONTHS PRECEDING THE DATE OF THE SPRINKLR SERVICESACTION OR CLAIM. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, EXCEEDDISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE AGGREGATE, PRICING OFFERED TO CUSTOMER FOR THE TOTAL FEES RECEIVED BY OR PAYABLE TO SPRINKLR FROM AGENCY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES SUBSCRIPTION SERVICE AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS EACH OF THESE PROVISIONS IS SEVERABLE AND EXCLUSIONS INDEPENDENT OF LIABILITY ALL OTHER PROVISIONS OF THESE TERMS, AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT EACH OF THESE PROVISIONS WILL SURVIVE AND APPLY EVEN IF FOUND TO THE WARRANTIES AND REMEDIES IN THESE TERMS HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS IN THIS SECTION APPLY TO FEES DUE FOR THE SPRINKLR SERVICES UNDER THIS AGREEMENT.
7.3 Neither party will be liable to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure Event.ESSENTIAL
Appears in 1 contract
Limitations of Liability. 7.1 9.1 EXCEPT FOR LIABILITY ARISING FROM A WILLFUL OR INTENTIONAL BREACH OF SECTION 11 (CONFIDENTIALITY) OR FROM A BREACH OF SECTION 12 (PROPRIETARY RIGHTS), IN NO EVENT SHALL WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECTLOSS OF DATA, LOSS OF BUSINESS OR PROFITS, OR ANY OTHER SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY SORT, WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE, ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT.
9.2 COMPANY’S AGGREGATE LIABILITY TO CUSTOMER ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION LOSS OF REVENUE NEGLIGENCE) OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING TO THE SPRINKLR SERVICES.
7.2 EXCEPT FOR (i) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iii) A BREACH OF SECTION 2.8OTHERWISE, SHALL IN NO EVENT SHALL EXCEED THE TOTAL LIABILITY OF ONE PARTY SUBSCRIPTION FEES ACTUALLY PAID BY CUSTOMER TO THE OTHER PARTY FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE), ARISING FROM THIS AGREEMENT OR AGENCY’S AND/OR AGENCY’S CLIENTS’ USE OF THE SPRINKLR SERVICES, EXCEED, IN THE AGGREGATE, THE TOTAL FEES RECEIVED BY OR PAYABLE TO SPRINKLR FROM AGENCY COMPANY UNDER THIS AGREEMENT IN DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO DATE ON WHICH THE LIABILITY. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON APPLICABLE CLAIM OCCURRED.
9.3 THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS AND DAMAGE EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED CONTAINED IN THIS AGREEMENT WILL SURVIVE APPLY REGARDLESS OF THE SUCCESS OR EFFECTIVENESS (OR LACK THEREOF) OF ANY REMEDIES PROVIDED HEREIN. THESE LIMITATIONS AND APPLY EVEN IF FOUND TO HAVE FAILED EXCLUSIONS ARE REFLECTED IN THE PRICING OF THEIR THE SUBSCRIPTION SERVICES AND SUPPORT SERVICES, AND THEY REPRESENT AN AGREED ALLOCATION OF RISK BETWEEN THE PARTIES AND ARE AN ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS IN THIS SECTION APPLY TO FEES DUE FOR THE SPRINKLR SERVICES UNDER PART OF THIS AGREEMENT.
7.3 Neither party will be liable to the other for any failure to perform9.4 ANY ACTION BY EITHER PARTY RELATED TO AN ACTUAL OR ALLEGED BREACH OF THIS AGREEMENT BY THE OTHER PARTY, or delay in the performance ofOTHER THAN A WILLFUL OR INTENTIONAL BREACH OF SECTION 11 (CONFIDENTIALITY) OR A BREACH OF SECTION 12 (PROPRIETARY RIGHTS), any obligation under this Agreement caused by a Force Majeure EventMUST BE COMMENCED WITHIN ONE YEAR AFTER THE DATE ON WHICH THE BREACH IS DISCOVERED. ANY ACTION NOT BROUGHT WITHIN THAT ONE-YEAR PERIOD SHALL BE BARRED, WITHOUT REGARD TO ANY LONGER LIMITATIONS PERIOD SET FORTH IN ANY APPLICABLE LAW OR STATUTE.
Appears in 1 contract
Sources: Master Subscription Agreement
Limitations of Liability. 7.1 IN NO EVENT SHALL EITHER PARTY BE LIABLE 10.1 CARDINAL HEALTH’S LIABILITY UNDER THIS AGREEMENT FOR ANY INDIRECTAND ALL CLAIMS FOR LOST, SPECIALDAMAGED OR DESTROYED API OR OTHER CLIENT- SUPPLIED MATERIALS WHETHER OR NOT SUCH API OR CLIENT-SUPPLIED MATERIALS ARE INCORPORATED INTO FINISHED PRODUCT SHALL NOT EXCEED (A) FOR ALL SUCH CLAIMS, INCIDENTALIN THE AGGREGATE, PUNITIVE, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING TO RESULTING FROM THE SPRINKLR SERVICES.
7.2 EXCEPT FOR (i) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; MISCONDUCT OF CARDINAL HEALTH, [* * *], AND (iiB) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iii) A BREACH OF SECTION 2.8FOR ALL OTHER CLAIMS, IN NO EVENT SHALL THE AGGREGATE, [* * *]. The parties acknowledge and agree that any claim for lost, damaged, or destroyed API shall be valued at Client’s actual cost, not to exceed [* * *] per kilogram.
10.2 CARDINAL HEALTH’S TOTAL LIABILITY OF ONE PARTY TO THE OTHER PARTY UNDER THIS AGREEMENT (EXCEPT FOR ANY AND ALL DAMAGESLIABILITY DESCRIBED IN SECTION 10.1, LOSSESABOVE), AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDINGINCLUDING WITHOUT LIMITATION ANY OF CARDINAL HEALTH’S INDEMNITY OR OTHER FINANCIAL OBLIGATIONS UNDER ARTICLE 9, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE), ARISING FROM THIS AGREEMENT OR AGENCY’S AND/OR AGENCY’S CLIENTS’ USE OF THE SPRINKLR SHALL (A) WITH RESPECT TO ANALYTICAL SERVICES, EXCEED, IN THE AGGREGATE, THE TOTAL FEES RECEIVED BY OR PAYABLE BE LIMITED TO SPRINKLR FROM AGENCY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN[* * *], AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND (B) WITH RESPECT TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. ALL OTHER SERVICES, IN NO EVENT EXCEED [* * *].
10.3 NEITHER PARTY SHALL BE LIABLE TO THE LIMITATIONS IN THIS SECTION APPLY TO FEES DUE OTHER PARTY FOR THE SPRINKLR SERVICES INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF PERFORMANCE UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUES, PROFITS OR DATA, WHETHER IN CONTRACT OR TORT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7.3 Neither party will be liable to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure Event.
Appears in 1 contract
Sources: Softgel Development and Clinical Supply Agreement (Tenby Pharma Inc)
Limitations of Liability. 7.1 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT(a) Contractor makes no warranty or agreement, SPECIALexpress or implied, INCIDENTALto or for the benefit of any person or entity other than Customer concerning the performance of the Satellites or any other matters relating to the Work.
(b) THE PARTIES TO THIS CONTRACT EXPRESSLY RECOGNIZE THAT COMMERCIAL SPACE VENTURES INVOLVE SUBSTANTIAL RISKS AND RECOGNIZE THE COMMERCIAL NEED TO DEFINE, PUNITIVEAPPORTION, OR CONSEQUENTIAL DAMAGES IN CONNECTION AND LIMIT CONTRACTUALLY ALL THE RISKS ASSOCIATED WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES OR ANY COMMERCIAL SPACE VENTURE. THE PAYMENTS AND OTHER MATTER RELATING TO THE SPRINKLR SERVICES.
7.2 EXCEPT FOR (i) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) REMEDIES EXPRESSLY SET FORTH IN THIS CONTRACT FULLY REFLECT THE PARTIES’ INDEMNIFICATION OBLIGATIONSNEGOTIATIONS, INTENTIONS, AND BARGAINED-FOR ALLOCATION OF THE RISKS ASSOCIATED WITH COMMERCIAL SPACE VENTURES.
(c) THE WARRANTY OBLIGATIONS OF CONTRACTOR AND THE REMEDIES AGAINST CONTRACTOR THEREFOR THAT ARE EXPRESSLY SET FORTH OR REFERENCED IN ARTICLE 18 (CONTRACTOR’S REPRESENTATIONS, COVENANTS, AND WARRANTIES) ARE EXCLUSIVE AND ARE IN SUBSTITUTION OF ANY OTHER WARRANTIES, EXPRESS OR IMPLIED (INCLUDING ANY STATUTORY WARRANTIES SUCH AS IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE), WHICH ARE EXPRESSLY DISCLAIMED.
(d) CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES, AND CONTRACTOR’S SOLE OBLIGATIONS FOR (I) ANY BREACH OF THIS CONTRACT, INCLUDING DELAY OR DEFAULT; AND/OR (iiiII) A ANY DEFECT, NON-CONFORMANCE OR DEFICIENCY IN ANY WORK UNDER THIS CONTRACT OR IN ANY INFORMATION, INSTRUCTIONS, SERVICES, OR OTHER CLAIMS WHATSOEVER ARISING OUT OF OR RELATING TO THIS CONTRACT AND/OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER DENOMINATED AS CONTRACT, TORT, EQUITABLE, STATUTORY, OR ANY OTHER TYPE OF CLAIM) ARE LIMITED TO THOSE SET FORTH IN ARTICLES 10 (LIQUIDATED DAMAGES FOR LATE DELIVERY), 12 (IN-ORBIT PERFORMANCE INCENTIVE PAYMENTS), 18 (CONTRACTOR’S REPRESENTATIONS, COVENANTS, AND WARRANTIES), 21 (INTELLECTUAL PROPERTY INFRINGEMENT INDEMNIFICATION), 24 (INDEMNIFICATION), 25 (INSURANCE), AND 32 (TERMINATION) HEREOF AND ANY OTHER REMEDIES SPECIFICALLY SET FORTH IN THIS CONTRACT; AND ALL OTHER REMEDIES OR RECOURSE AGAINST CONTRACTOR OF ANY KIND ARE EXPRESSLY DISCLAIMED AND FOREVER WAIVED BY CUSTOMER.
(e) CONTRACTOR SHALL NOT, UNDER ANY CIRCUMSTANCES, UNDER ANY WARRANTY (EXPRESS, IMPLIED, OR STATUTORY) OR UNDER ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE, TORT, STRICT LIABILITY, CONTRACT, OR OTHER LEGAL OR EQUITABLE THEORY) HAVE ANY LIABILITY TO CUSTOMER OR CUSTOMER’S CUSTOMERS FOR ANY SPECIAL, CONSEQUENTIAL, AND/OR INCIDENTAL DAMAGES, WHETHER OR NOT FORESEEABLE, INCLUDING LOST REVENUES OR PROFITS, COST OF CAPITAL, OR ANY OTHER FORM OF ECONOMIC LOSS RESULTING FROM ANY BREACH OF SECTION 2.8THIS CONTRACT OR WITH RESPECT TO ANY DEFECT, NON-CONFORMANCE, OR DEFICIENCY IN NO EVENT SHALL ANY INFORMATION, INSTRUCTIONS, SERVICES, OR OTHER THINGS PROVIDED PURSUANT TO THIS CONTRACT.
(f) THE TOTAL LIABILITY OF ONE PARTY CONTRACTOR WITH RESPECT TO THE OTHER PARTY ALL CLAIMS OF ANY KIND, INCLUDING WITHOUT LIMITATION LIQUIDATED DAMAGES, WHETHER AS A RESULT OF BREACH OF CONTRACT, WARRANTY, STRICT LIABILITY OR OTHERWISE, AND WHETHER ARISING BEFORE OR AFTER DELIVERY OF ANY DELIVERABLE ITEM, FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE), LOSS ARISING FROM OR RELATING TO THIS AGREEMENT CONTRACT, OR AGENCY’S AND/FROM THE PERFORMANCE OR AGENCY’S CLIENTS’ USE OF THE SPRINKLR SERVICESBREACH THEREOF, SHALL NOT EXCEED, EXCEPT AS OTHERWISE SET FORTH IN THE AGGREGATETHIS CONTRACT, THE TOTAL FEES RECEIVED BY OR PAYABLE TO SPRINKLR FROM AGENCY UNDER THIS AGREEMENT IN CONTRACT PRICE. NOTWITHSTANDING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON FOREGOING, THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREININ THIS CONTRACT SHALL NOT APPLY TO CONTRACTOR, ITS AFFILIATES, ASSOCIATES, AND THAT SUBCONTRACTORS TO THE SAME FORM AN ESSENTIAL BASIS EXTENT A CLAIM OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS ANY KIND RELATED TO OR ARISING OUT OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS IN THIS SECTION APPLY TO FEES DUE FOR THE SPRINKLR SERVICES UNDER THIS AGREEMENTCONTRACT IS COVERED BY INSURANCE MAINTAINED BY CONTRACTOR, ITS AFFILIATES, ASSOCIATES OR SUBCONTRACTORS.
7.3 Neither party will be liable (g) The limitations of liability set forth herein shall also apply to all Affiliates, Associates, and Subcontractors of Contractor to the same extent as set forth herein with respect to Contractor.
(h) Each Party shall have a duty to mitigate damages for which the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure EventParty is responsible.
Appears in 1 contract
Sources: Satellite Purchase Contract (Xm Satellite Radio Holdings Inc)
Limitations of Liability. 7.1 IN NO EVENT NEITHER PARTY, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR CONTRACTORS, SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING TO THE SPRINKLR SERVICES.
7.2 EXCEPT FOR (i) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iii) A BREACH OF SECTION 2.8, IN NO EVENT SHALL THE TOTAL LIABILITY OF ONE PARTY TO THE OTHER PARTY FOR ANY AND ALL DAMAGESINDIRECT, LOSSESINCIDENTAL, AND CAUSES SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OR LIABILITY (INCLUDING REASONABLE ATTORNEYS’ FEES) THAT RESULT FROM OR ARE RELATED TO THE AGREEMENT OR ANY OF ACTION (THE JAGGAER APPLICATIONS, WHETHER IN CONTRACT OR TORTTORT OR UNDER ANY OTHER THEORY OF LIABILITY, INCLUDINGEVEN IF THE OTHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR LIABILITY. IN ANY EVENT, BUT NOT LIMITED TOEXCEPT FOR AMOUNTS OWED TO JAGGAER BY CLIENT AS SET FORTH IN AN ORDER FORM, NEGLIGENCE OR OTHERWISE), ARISING FROM THIS THE AGREEMENT OR AGENCY’S AND/ANOTHER DOCUMENT, THE AGGREGATE LIABILITY OF EITHER PARTY RELATED TO OR AGENCY’S CLIENTS’ USE ARISING OUT OF THE SPRINKLR SERVICESAGREEMENT OR ANY OF THE JAGGAER APPLICATIONS, EXCEEDWHETHER IN CONTRACT, IN TORT OR UNDER ANY OTHER THEORY OF LIABILITY, SHALL NOT EXCEED THREE TIMES (3X) THE AGGREGATE, THE TOTAL FEES AMOUNTS RECEIVED BY OR PAYABLE TO SPRINKLR JAGGAER FROM AGENCY UNDER THIS AGREEMENT CLIENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITYSUCH DAMAGES. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY UNDER THIS SECTION SHALL NOT APPLY TO ANY OBLIGATIONS AND THE DISCLAIMERS LIABILITIES ARISING FROM VIOLATIONS BY EITHER PARTY HEREUNDER OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS SECTIONS 3 (USE OF THE BARGAIN BETWEEN JAGGAER APPLICATIONS AND SERVICES) OR 8 (CONFIDENTIAL INFORMATION) OF THE PARTIESAGREEMENT, OR ANY INDEMNIFICATION PROVIDED BY JAGGAER UNDER SECTION 7.1 OF THE AGREEMENT RELATING TO INTELLECTUAL PROPERTY INFRINGEMENT. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS JAGGAER’S AGGREGATE LIABILITY ARISING OUT OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT OR RELATED TO SECTION 7.2 (DATA SECURITY INDEMNIFICATION) WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS IN THIS SECTION APPLY TO FEES DUE FOR THE SPRINKLR SERVICES UNDER THIS AGREEMENTNOT EXCEED $1 MILLION.
7.3 Neither party will be liable to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure Event.
Appears in 1 contract
Sources: Master Subscription Agreement
Limitations of Liability. 7.1 9.1 EXCEPT FOR VIOLATIONS OF SECTIONS 2 OR 10 OR ANY LIABILITY ARISING UNDER THE INDEMNIFICATION OBLIGATIONS SPECIFIED HEREIN, IN NO EVENT SHALL EITHER PARTY BE LIABLE HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENTPUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LIMITATION, LOSS OF REVENUE USE, LOSS OR ANTICIPATED PROFITS ALTERATION OF DATA, COVER, COST OF REPLACEMENT, DELAYS, LOST PROFITS, OR LOST BUSINESS SAVINGS ARISING OUT OF PERFORMANCE OR LOST SALES BREACH OF THIS AGREEMENT OR ANY OTHER MATTER RELATING THE USE OR INABILITY TO USE THE SPRINKLR SERVICES.
7.2 EXCEPT FOR (i) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; SOFTWARE AND/OR SOURCE MATERIALS AND/OR DELIVERABLES, EVEN IF SUCH PARTY HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES.
9.2 EXCEPT FOR VIOLATIONS OF SECTIONS 2 OR 10 OR ANY LIABILITY ARISING UNDER THE INDEMNIFICATION OBLIGATIONS SPECIFIED HEREIN, EACH PARTY AGREES THAT: (iii) A BREACH OF SECTION 2.8, IN NO EVENT SHALL THE TOTAL A)THE LIABILITY OF ONE PARTY TO THE OTHER PARTY FOR TALL MAPLE ON ANY AND ALL DAMAGESCLAIM OF ANY KIND, LOSSES, AND CAUSES OF ACTION (WHETHER IN BASED ON CONTRACT OR TORT, INCLUDING, TORT (INCLUDING BUT NOT LIMITED TO, NEGLIGENCE STRICT LIABILITY, PRODUCT LIABILITY OR OTHERWISE), ARISING NEGLIGENCE) OR RESULTING FROM THIS AGREEMENT OR AGENCY’S AND/ANY PRODUCTS OR AGENCY’S CLIENTS’ USE SERVICES FURNISHED HEREUNDER SHALL NOT EXCEED THE SUMS PAID TO TALL MAPLE BY CUSTOMER HEREUNDER, AND (B) THE LIABILITY OF THE SPRINKLR SERVICESCUSTOMER ON ANY CLAIM OF ANY KIND, EXCEEDWHETHER BASED ON CONTRACT OR TORT (INCLUDING BUT NOT LIMITED TO, IN THE AGGREGATESTRICT LIABILITY, THE TOTAL FEES RECEIVED BY PRODUCT LIABILITY OR PAYABLE TO SPRINKLR NEGLIGENCE) OR RESULTING FROM AGENCY UNDER THIS AGREEMENT IN OR ANY PRODUCTS OR SERVICES FURNISHED HEREUNDER SHALL NOT EXCEED THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE SUMS PAID AND DUE TO THE LIABILITY. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS IN THIS SECTION APPLY TO FEES DUE FOR THE SPRINKLR SERVICES UNDER THIS AGREEMENTTALL MAPLE HEREUNDER.
7.3 Neither party will be liable to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure Event.
Appears in 1 contract
Limitations of Liability. 7.1 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH 14.1 CATALENT’S LIABILITY UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING TO THE SPRINKLR SERVICES.
7.2 EXCEPT FOR (i) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iii) A BREACH OF SECTION 2.8, IN NO EVENT SHALL THE TOTAL LIABILITY OF ONE PARTY TO THE OTHER PARTY AGREEMENT FOR ANY AND ALL DAMAGESCLAIMS FOR LOST, LOSSESDAMAGED OR DESTROYED CLIENT-SUPPLIED MATERIALS, AND CAUSES OF ACTION (WHETHER OR NOT SUCH CLIENT SUPPLIED MATERIALS ARE USED IN CONTRACT THE SERVICES OR TORTINCORPORATED INTO PRODUCT, INCLUDING, BUT NOT LIMITED TO, CAUSED BY CATALENT’S NEGLIGENCE OR OTHERWISE), ARISING FROM BREACH SHALL NOT EXCEED [***] PER INCIDENT.
14.2 CATALENT’S TOTAL LIABILITY UNDER THIS AGREEMENT OR AGENCY’S AND/OR AGENCY’S CLIENTS’ USE OF THE SPRINKLR SERVICES, EXCEED, SHALL IN THE AGGREGATE, NO EVENT EXCEED THE TOTAL FEES RECEIVED PAID BY CLIENT TO CATALENT OR PAYABLE TO SPRINKLR FROM AGENCY INVOICED BY CATALENT UNDER THIS AGREEMENT IN DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING RELEASE OF THE EVENT BATCH OR SERVICES GIVING RISE TO THE LIABILITYCLAIM. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON DURING THE LIMITATIONS FIRST CONTRACT YEAR, SUCH LIMITATION SHALL BE THE GREATER OF LIABILITY AND (I) TOTAL FEES PAID BY CLIENT TO CATALENT OR INVOICED BY CATALENT FROM THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREINCOMMENCEMENT DATE, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIESOR (II) [***]. THE FOREGOING LIMITATION SHALL NOT BE DEEMED TO LIMIT CATALENT’S LIABILITY UNDER SECTION 13.1 (INDEMNIFICATION) WITH RESPECT TO AMOUNTS PAID BY CLIENT TO THIRD PARTIES AGREE THAT FOR BODILY INJURY.
14.3 NEITHER PARTY SHALL BE LIABLE TO THE LIMITATIONS AND EXCLUSIONS OTHER PARTY FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR LOSS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED REVENUES, PROFITS OR DATA ARISING OUT OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS IN THIS SECTION APPLY TO FEES DUE FOR THE SPRINKLR SERVICES PERFORMANCE UNDER THIS AGREEMENT.
7.3 Neither party will be liable to the other for any failure to perform, or delay in the performance ofWHETHER IN CONTRACT OR IN TORT, any obligation under this Agreement caused by a Force Majeure Event.EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO THE CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED AS [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.EXECUTION VERSION
Appears in 1 contract
Sources: Softgel Commercial Supply Agreement (TherapeuticsMD, Inc.)
Limitations of Liability. 7.1 EXCEPT FOR OBLIGATIONS UNDER SECTION 8 (INDEMNIFICATION), BREACH OF ANY NDA ENTERED INTO IN NO EVENT SHALL EITHER CONNECTION WITH THE SERVICES OR BREACH OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, AND GROSSLY NEGLIGENT OR INTENTIONALLY WRONGFUL ACTS OR OMISSIONS, NEITHER PARTY NOR ANY OF THEIR RESPECTIVE LICENSORS, AGENTS AND CONTRACTORS WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING TO THE SPRINKLR SERVICES.
7.2 EXCEPT FOR (i) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iii) A BREACH OF SECTION 2.8, IN NO EVENT SHALL THE TOTAL LIABILITY OF ONE PARTY TO THE OTHER PARTY FOR ANY AND ALL EXEMPLARY DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHERWISEOTHER LOSSES (EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) IN CONNECTION WITH THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY SUCH DAMAGES RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE SERVICES; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR CONTENT; OR (D) ANY THIRD PARTY CONTENT. IN ANY CASE, EXCEPT FOR OBLIGATIONS UNDER SECTION 8 (INDEMNIFICATION), ARISING FROM BREACH OF ANY NDA ENTERED INTO IN CONNECTION WITH THE SERVICES OR BREACH OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, AND GROSSLY NEGLIGENT OR INTENTIONALLY WRONGFUL ACTS OR OMISSIONS, NEITHER PARTY’S AGGREGATE LIABILITY TO THE OTHER PARTY UNDER THIS AGREEMENT WILL EXCEED THE AMOUNTS PAYABLE OR AGENCY’S AND/OR AGENCY’S CLIENTS’ PAID BY YOU TO NI FOR YOUR USE OF THE SPRINKLR SERVICES, EXCEED, IN SERVICES DURING THE AGGREGATE, THE TOTAL FEES RECEIVED BY OR PAYABLE TO SPRINKLR FROM AGENCY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS IN THIS SECTION APPLY TO FEES DUE FOR THE SPRINKLR SERVICES UNDER THIS AGREEMENT.
7.3 Neither party will be liable to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure Event.TWELVE
Appears in 1 contract
Sources: Terms of Service
Limitations of Liability. 7.1 A. FINASTRA’S ENTIRE LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY CLAIM ARISING FROM OR RELATED TO THIS AGREEMENT OR ANY SERVICES, WORK PRODUCT OR OTHER ITEMS FURNISHED OR TO BE FURNISHED UNDER THIS AGREEMENT, BY ORDER REQUEST OR OTHERWISE, WILL IN NO EVENT SHALL EITHER PARTY BE LIABLE EXCEED THE FEES PAID TO FINASTRA BY CUSTOMER FOR ANY INDIRECTTHE SPECIFIC SERVICES WHICH ARE THE BASIS FOR THE CLAIM; PROVIDED, SPECIALHOWEVER, INCIDENTALTHAT IF THE SPECIFIC SERVICES WHICH ARE THE BASIS FOR THE CLAIM ARE PROVIDED OVER A PERIOD OF GREATER THAN TWELVE (12) MONTHS, PUNITIVE, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING TO THE SPRINKLR SERVICES.
7.2 EXCEPT FOR (i) EITHER PARTYFINASTRA’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (iii) A BREACH OF SECTION 2.8, ENTIRE LIABILITY WILL IN NO EVENT SHALL EXCEED THE TOTAL LIABILITY OF ONE PARTY FEES PAID TO THE OTHER PARTY FINASTRA BY CUSTOMER FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE), ARISING FROM THIS AGREEMENT OR AGENCY’S AND/OR AGENCY’S CLIENTS’ USE OF THE SPRINKLR SERVICES, EXCEED, IN THE AGGREGATE, THE TOTAL FEES RECEIVED BY OR PAYABLE TO SPRINKLR FROM AGENCY UNDER THIS AGREEMENT IN SUCH SERVICES DURING THE TWELVE (12) MONTHS MONTH PERIOD IMMEDIATELY PRECEDING THE OCCURRENCE OF THE EVENT GIVING RISE TO THE LIABILITYCAUSE OF ACTION. AGENCY ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO NO ACTION RELATED TO THIS AGREEMENT IN RELIANCE UPON MAY BE BROUGHT MORE THAN TWO (2) YEARS AFTER THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OCCURRENCE OF THE BARGAIN BETWEEN EVENT GIVING RISE TO THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS CAUSE OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. ACTION.
B. IN NO EVENT SHALL WILL FINASTRA BE LIABLE TO CUSTOMER OR TO ANY OF CUSTOMER'S CUSTOMERS OR ANY OTHER PERSON OR ENTITY FOR LOST OR CORRUPTED DATA, LOST PROFITS, INTEREST OR COST OF MONEY; OR FOR COVER; OR FOR ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF FINASTRA’S PERFORMANCE OR NONPERFORMANCE OR THE LIMITATIONS IN THIS SECTION APPLY USE OF, INABILITY TO FEES DUE FOR THE SPRINKLR USE OR RESULTS OF USE OF ANY SERVICES UNDER THIS AGREEMENTOR WORK PRODUCT.
7.3 Neither party will be liable to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure Event.
Appears in 1 contract
Sources: Services Agreement