of Liability Clause Samples
The "Of Liability" clause defines the extent to which each party is responsible for damages, losses, or claims arising from the agreement. Typically, this clause sets limits on the types and amounts of damages that can be recovered, such as excluding indirect or consequential damages, or capping total liability to a specified amount. Its core function is to allocate risk between the parties and provide predictability regarding potential financial exposure, thereby protecting parties from unlimited or unforeseen liabilities.
of Liability. The Recipient's liability to indemnify and release the Department under clauses 15.1 and 15.2 will be reduced proportionately to the extent that any negligent or unlawful act or omission, or wilful misconduct on the part of the Department (including its officers and employees) contributed to the relevant Loss.
of Liability. Notwithstanding the above, the Receiving Party shall not have liability to the Disclosing Party with regard to any Confidential Information of the Disclosing Party that (i) is shown by written documentation to be already in the possession of, known to, or independently developed by the Receiving Party prior to disclosure hereunder and prior to such Receiving Party having an obligation of confidentiality with respect to such Confidential Information, in each case, provided that, to the extent such Confidential Information was obtained by the Receiving Party from a third party, such third party did not commit a breach of an obligation of confidence with respect to such Confidential Information, (ii) becomes publicly available through no fault or breach of the Receiving Party, (iii) is shown by written documentation to have been obtained by the Receiving Party from a third party without breach by such third party of an obligation of confidence with respect to the Confidential Information disclosed, or (iv) as demonstrated through written documentation, has been or is developed by the Receiving Party independently of (e.g., without use of) any such Confidential Information disclosed by the Disclosing Party.
of Liability. In this Contractual Agreement "default" shall mean any breach of either party’s obligations under this Contractual Agreement or any Engagement Schedule, any negligent, reckless or illegal act or omission, or any other default, act, omission or statement by either party, or its employees, agents or subcontractors in connection with or in relation to the subject matter of this Contractual Agreement (including any Engagement Schedule or other order either party accepts hereunder) and in respect of which that party is legally liable to the other party.
of Liability. EXCEPT AS SET FORTH UNDER SECTIONS 13.1 OR 13.2 OR IN CONNECTION WITH GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR BREACH OF THE PROVISIONS OF ARTICLE 9, OR OTHERWISE AS SET FORTH IN SECTION 5.6: NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ANY OF ITS AFFILIATES FOR (A) ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, OR LOST REVENUES, OR (B) COST OF PROCUREMENT OF SUBSTITUTE GOODS, KNOW-HOW, OR SERVICES, WHETHER UNDER ANY CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY. ADDITIONALLY, NOTHING IN THIS AGREEMENT SHALL REMOVE OR LIMIT EITHER PARTY’S LIABILITY FOR DEATH, PERSONAL INJURY, FRAUD, OR ANY OTHER MATTER OR LIABILITY FOR WHICH, BY LAW, MAY NOT BE REMOVED OR LIMITED.
of Liability. In no event shall Trilogy be liable for consequential damages, even if it has been advised thereof. In no event shall Trilogy’s liability exceed the fees paid to it pursuant to this Agreement.
of Liability. These limits DO NOT increase the Coverage C limit of liability. The special limit for each following numbered category is the total limit for each loss for all property in that numbered category.
of Liability. The Article and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
of Liability. ICANN'S AGGREGATE MONETARY LIABILITY FOR VIOLATIONS OF THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF REGISTRY-LEVEL FEES PAID BY REGISTRY OPERATOR TO ICANN WITHIN THE PRECEDING TWELVE-MONTH PERIOD PURSUANT TO SECTION 7.2 OF THIS AGREEMENT. REGISTRY OPERATOR'S AGGREGATE MONETARY LIABILITY TO ICANN FOR VIOLATIONS OF THIS AGREEMENT SHALL BE LIMITED TO FEES AND MONETARY SANCTIONS DUE AND OWING TO ICANN UNDER THIS AGREEMENT. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PERFORMANCE OR NONPERFORMANCE OF OBLIGATIONS UNDERTAKEN IN THIS AGREEMENT, EXCEPT AS PROVIDED PURSUANT TO SECTION 4.4 OF THIS AGREEMENT. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, REGISTRY OPERATOR DOES NOT MAKE ANY WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES RENDERED BY ITSELF, ITS SERVANTS, OR ITS AGENTS OR THE RESULTS OBTAINED FROM THEIR WORK, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.
of Liability. Estancia Municipal School District will not be responsible for damages or harm to persons, files, data and/or hardware. Estancia Municipal School District employees a fleet of qualified personnel and has filtering equipment installed as well as other safety and security mechanism in place to ensure their property function. However, the District can not make 100 percent guarantees as to their effectiveness. Estancia Municipal School District will not be responsible, financially or otherwise, for unauthorized transactions conducted over the District’s network and/or resources.
of Liability. The Customer warrants that it has acquired all necessary authorizations and insurance policies to install and operate QUIVIDI’s Solution, along with the needed equipment to get it to run (including but not restricted to computer laptops and networking equipment). The Customer warrants that it will conform to the local legislation for the installation and operation of QUIVIDI’s Solution. QUIVIDI warrants that the Solution will substantially conform to its public documentation and to terms contained in this Agreement. Other than specifically set forth in this Agreement, QUIVIDI disclaims all warranties, express or implied, including all implied warranties of merchantability and fitness for a particular purpose or non-infringement, except as specified in this Agreement or where such disclaimers are held to be legally invalid. The Parties explicitly agree that, unless specifically referred to in this Agreement as a guarantee or warranty, no oral or written statement and nothing in these Agreement descriptions or any of the attached pages shall be construed or relied upon as an express or implied warranty. As far as permitted by the applicable law, QUIVIDI and its suppliers shall not be liable for direct and indirect damages resulting from loss of hardware, data, profits, use of products, or for any special, incidental, indirect, punitive, or consequential damages arising from the use of licensed Software and for the use of VidiSupport and VidiCenter, or in connection with this agreement or services or materials provided hereunder, even if QUIVIDI and its representatives had been informed of the possibility of such prejudices.