The Limitation of Liability Clause Samples

The Limitation of Liability clause sets a cap on the amount or types of damages one party can recover from the other in the event of a breach or other legal claim under the contract. Typically, this clause restricts liability to direct damages and may exclude indirect, consequential, or punitive damages, sometimes setting a maximum dollar amount or tying the limit to the contract value. Its core function is to allocate and manage risk between the parties, providing predictability and protecting each side from potentially excessive financial exposure.
The Limitation of Liability. Section of the Terms shall apply except as explicitly agreed otherwise in this DPA.
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The Limitation of Liability. The Tricolor and the ▇▇▇▇▇ repeat the arguments that they made at trial that their liability should be limited pursuant to the Limitation of Liability Act. Because this Court found after trial that neither the Tricolor nor the ▇▇▇▇▇ was liable for the collision, it did not address these parties’ Limitation of Liability Act claims. Therefore, this Court reaches the question for the first time here. The Limitation of Liability Act allows a vessel owner to limit liability for, inter alia, “any loss, damage, or injury by collision . . . done, occasioned, or incurred without the privity or knowledge of the owner,” to “the value of the vessel and pending freight.” 46 U.S.C. § 30505(a), (b).8 The interest is to be valued as of the end of the voyage on which the loss or damage occurred. ▇▇▇▇ v. PMS Fishing Corp., 191 F.3d 1, 4 (1st Cir. 1999). As the Second Circuit recently explained, [t]he statute therefore alters the normal rules of vicarious liability. Instead of being vicariously liable for the full extent of any injuries caused by the negligence of the captain or crew employed to operate the ship, the owner’s liability is limited to the value of the ship unless the owner himself had “privity or knowledge” of the negligent acts. Where the owner of a ship is a corporation, the corporation is not entitled to limit its liability “where the negligence is that of an executive officer, manager or superintendent whose scope of authority includes supervision over the phase of the business out of which the loss or injury occurred. . . .
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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 the limitations of liability and exclusion of certain damages stated herein are reflected in the pricing and but for such limitations and exclusions, SailPoint would not have made the services available to Customer. 1. For Customers domiciled in the countries of Chile, Colombia, Ecuador and Mexico, the following shall apply: a. Other than as provided in Section 13.12 of the Agreement, any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or validity thereof (“Dispute”), shall be settled solely and exclusively by arbitration conducted in English (including all documentation) and administered by the International Centre for Dispute Resolution in accordance with its International Arbitration Rules (the “Arbitration Rules”), by one arbitrator appointed in accordance with the Arbitration Rules, and judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. Except as otherwise provided in the Arbitration Rules, any decision or award of the arbitrator shall be final, binding, and conclusive on the parties and their respective Affiliates. The place of arbitration shall be Austin, Texas, USA. The parties to the Dispute agree to equally split the costs of any arbitration, including the administrative fee, the compensation of the arbitrator, and the expenses of any witnesses or proof produced at the direct request of the arbitrator; provided, however, that the arbitrators shall have the authority to award to the prevailing party, if any, as determined by the arbitrator, some or all of its costs and fees. “Costs and fees” mean all reasonable pre-award expenses of the arbitration, including the arbitrator’s fees, administrative fees, travel expenses, out-of-pocket expenses such as copying and telephone, court costs, witness fees, and attorneys’ fees. b. The parties agree that any action to compel arbitration pursuant to this Agreement may be brought in the appropriate court in Austin, Texas, USA. Application may also be made to such court for confirmation of any decision or award of the arbitrator, for an order of the enforcement and for any other remedies which may be necessary to effectuate such decision or award. The parties hereby consent to the jurisdiction of the arbitrator and of such c...
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The Limitation of Liability. The Buyers covering all persons as the Buyers who is defined under the Clause 1 irrevocably accept and agree that the liability of the Sellers for all kind of claims whatsoever, including but not limited to the quality and off-specification claim, for all kind of damages, expenses and losses of whatsoever nature shall be limited the price of the Bunkers as agreed under the Agreement and/ or the Bunker Contract except the gross negligence of the Sellers.
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Related to The Limitation of Liability

  • 3Limitation of Liability ICANN’s aggregate monetary liability for violations of this Agreement will not exceed an amount equal to the Registry-Level Fees paid by Registry Operator to ICANN within the preceding twelve-month period pursuant to this Agreement (excluding the Variable Registry-Level Fee set forth in Section 6.3, if any). Registry Operator’s aggregate monetary liability to ICANN for breaches of this Agreement will be limited to an amount equal to the fees paid to ICANN during the preceding twelve-month period (excluding the Variable Registry-Level Fee set forth in Section 6.3, if any), and punitive and exemplary damages, if any, awarded in accordance with Section 5.2, except with respect to Registry Operator’s indemnification obligations pursuant to Section 7.1 and Section 7.2. In no event shall either party be liable for special, 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 in Section 5.2. Except as otherwise provided in this Agreement, neither party makes any warranty, express or implied, with respect to the services rendered by itself, its servants or agents, or the results obtained from their work, including, without limitation, any implied warranty of merchantability, non-infringement or fitness for a particular purpose.

  • Limitation of Liability No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

  • Disclaimer; Limitation of Liability 5.1 YOU USE THE WACOM SERVICES AT YOUR OWN SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WACOM DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, QUALITY, PERFORMANCE, MERCHANTABILITY, SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY AND NON-INFRINGEMENT RELATED TO OR ARISING OUT OF THE WACOM SERVICES, ANY MATERIALS OR CONTENT, OR ANY PRODUCTS OR SERVICES PURCHASED OR MADE AVAILABLE THROUGH THE WACOM SERVICES, AS WELL AS WARRANTIES IMPLIED FROM ANY ALLEGED COURSE OF DEALING OR COURSE OF PERFORMANCE. WACOM DOES NOT WARRANT THAT THE WACOM SERVICES WILL PROVIDE CONTINUOUS, PROMPT, SECURE, OR ERROR-FREE SERVICE. WACOM ASSUMES NO LIABILITY FOR ANY ERRORS OR OMISSIONS, INCLUDING THE INACCURACY OF CONTENT, OR FOR ANY DAMAGES OR LOSSES THAT YOU OR ANY THIRD PARTY MAY INCUR AS A RESULT OF THE UNAVAILABILITY OF THE WACOM SERVICES. WACOM ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY AFFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ARISING FROM YOUR USE OF THE WACOM SERVICES. 5.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WACOM SHALL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (REGARDLESS OF WHETHER WACOM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES WERE OTHERWISE FORESEEABLE), HOWEVER CAUSED, WHETHER BASED ON CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT, WARRANTY OR ANY OTHER LEGAL THEORY. WACOM’S TOTAL AGGREGATE LIABILITY TO YOU SHALL IN NO EVENT EXCEED THE GREATER OF: (i) THE TOTAL OF ANY FEES WITH RESPECT TO ANY SERVICE OR PRODUCT PURCHASED THROUGH THE WACOM SERVICES IN THE SIX MONTHS PRIOR TO THE ACCRUAL OF THE INITIAL CLAIM AGAINST WACOM; OR (ii) US $100.00. Applicable law may not allow certain limitations or exclusions of liability, so some of the above limitations may not apply to you. Notwithstanding anything to the contrary in these Terms, nothing in these Terms excludes or limits Wacom’s liability for fraud or for death or personal injury caused by Wacom’s gross negligence. 5.3 These limitations of liability also apply for the benefit of Wacom’s directors, officers, employees, licensors, freelancers, subcontractors, representatives and agents of any kind. 5.4 For clarity, the warranties and liability of the relevant provider of any Offerings you may purchase from Wacom, its affiliates and/or any third parties through the Wacom Services are subject to the separate terms and conditions applicable to the relevant Offering, if any.

  • Disclaimers and Limitation of Liability EXCEPT AS EXPRESSLY SET FORTH HEREIN, ALL SERVICES TO BE PROVIDED BY FLG AND FLG MEMBER (FOR PURPOSES OF THIS PARAGRAPH 6, COLLECTIVELY “FLG”) HEREUNDER ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY WHATSOEVER. CLIENT RECOGNIZES THAT THE “AS IS” CLAUSE OF THIS AGREEMENT IS AN IMPORTANT PART OF THE BASIS OF THIS AGREEMENT, WITHOUT WHICH FLG WOULD NOT HAVE AGREED TO ENTER INTO THIS AGREEMENT. FLG EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, TERMS OR CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE PROFESSIONAL SERVICES, INCLUDING ANY, WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND INFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT REGARDING THE SERVICES PROVIDED HEREUNDER SHALL BE DEEMED A WARRANTY FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF FLG WHATSOEVER. IN NO EVENT SHALL FLG BE LIABLE FOR ANY INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO: LOST PROFITS; REVENUE OR SAVINGS; WAIVER BY CLIENT, WHETHER INADVERTENT OR INTENTIONAL, OF CLIENT’S ATTORNEY-CLIENT PRIVILEGE THROUGH CLIENT’S DISCLOSURE OF LEGALLY PRIVILEGED INFORMATION TO FLG; OR THE LOSS, THEFT, TRANSMISSION OR USE, AUTHORIZED OR OTHERWISE, OF ANY DATA, EVEN IF CLIENT OR FLG HAVE BEEN ADVISED OF, KNEW, OR SHOULD HAVE KNOWN, OF THE POSSIBILITY THEREOF. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, FLG’S AGGREGATE CUMULATIVE LIABILITY HEREUNDER, WHETHER IN CONTRACT, TORT, NEGLIGENCE, MISREPRESENTATION, STRICT LIABILITY OR OTHERWISE, SHALL NOT EXCEED AN AMOUNT EQUAL TO THE LAST TWO (2) MONTHS OF FEES PAYABLE BY CLIENT UNDER PARAGRAPH 2(A) OF THIS AGREEMENT. CLIENT ACKNOWLEDGES THAT THE COMPENSATION PAID BY IT UNDER THIS AGREEMENT REFLECTS THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT FLG WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. THIS PARAGRAPH SHALL NOT APPLY TO EITHER PARTY WITH RESPECT TO A BREACH OF ITS CONFIDENTIALITY OBLIGATIONS. A. As a condition for recovery of any amount by Client against FLG, Client shall give FLG written notice of the alleged basis for liability within ninety (90) days of discovering the circumstances giving rise thereto, in order that FLG will have the opportunity to investigate in a timely manner and, where possible, correct or rectify the alleged basis for liability; provided that the failure of Client to give such notice will only affect the rights of Client to the extent that FLG is actually prejudiced by such failure. Notwithstanding anything herein to the contrary, Client must assert any claim against FLG by the sooner of: (i) ninety (90) days after discovery; (ii) ninety (90) days after the termination of this Agreement; (iii) ninety (90) days after the last date on which the Services were performed; or, (iv) sixty (60) days after completion of a financial or accounting audit for the period(s) to which a claim pertains.