WARRANTIES, INDEMNITY AND LIABILITY Clause Samples

WARRANTIES, INDEMNITY AND LIABILITY. 12.1 Each Party warrants to the other that: 12.1.1 it has the full right, title and authority to enter into this Agreement; 12.1.2 it is free and able to grant the rights and perform the obligations undertaken by it in this Agreement; 12.1.3 its trademarks, name, logos and intellectual property rights, do not infringe the trade marks, names, logos or intellectual property rights of any other person; and 12.1.4 it shall not disclose to any third party any information relating to the business or affairs of the other or the contents of this Agreement. 12.2 The Event Organiser shall be responsible, if as a result of any act or omission, willful or negligent conduct, or gross negligence, for any special, direct, indirect or consequential loss or damage to the stand or other property of any kind brought to the Event by TKZN, its servants, employees, agents, contractors or invitees or for any injury to the person of any person associated, employed by or invited by TKZN to the Event or prior to the Event. 12.3 The Event Organiser shall be liable to TKZN, if the Event is cancelled due to non-performance, wilful default attributable directly to an action or omission by the Event Organizer and /or incompetence, negligence or gross negligence by the Event Organizer. The Event Organiser shall repay and be liable to refund TKZN the funds and all monies paid. 12.4 Both parties warrant that: 12.4.1 as far as is reasonably possible, no action that they have reasonably taken or will reasonably take for the duration of this Agreement has or shall render this Agreement unlawful, nor shall such action result in the Agreement being set aside, nor prevent the observance of this Agreement; 12.4.2 all authorisations and approvals required under the laws of the Republic of South Africa to authorise them to fulfil and perform their obligations under this Agreement have been duly obtained; 12.4.3 In order to validly conclude this Agreement, they have followed all procedures prescribed by law and/or their own policies and they have complied with all relevant provisions thereof; 12.4.4 this Agreement shall, when properly executed, constitute valid and binding obligations on them: 12.4.5 the execution and performance of this Agreement does not and will not contravene any laws or any provision of any rules or policy; and
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WARRANTIES, INDEMNITY AND LIABILITY. 9.1. The Licensor hereby represents and warrants to the Licensee that the Licensor owns all right, title and interest in and to the Licensor’s Trade Marks. 9.2. EACH PARTY ACKNOWLEDGES THAT, IN ENTERING INTO THIS AGREEMENT, IT DOES NOT DO SO IN RELIANCE ON ANY REPRESENTATION, WARRANTY OR OTHER PROVISION EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND ANY CONDITIONS, WARRANTIES, REPRESENTATIONS, UNDERSTANDINGS OR OTHER TERMS, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY REPRESENTATIONS OR WARRANTIES OF NON-INFRINGEMENT, ARE EXCLUDED FROM THIS AGREEMENT TO THE FULLEST EXTENT PERMITTED BY LAW. 9.3. The Licensee shall indemnify and defend the Licensor and each of the Licensor’s affiliates from and against all suits, actions, claims, liabilities, damages, loss, costs and expenses whether actual or alleged, including reasonable legal fees, court costs and other legal expenses, arising out of, in connection with, or relating to, (i) any breach by the Licensee of its representations, warranties or covenants under this Agreement, (ii) any use of the Licensor’s Trade Marks, the Licensee’s Trade Marks or the Composite Trade Marks by the Licensee or anyone acting under authority of the Licensee (including any Licensee Group Company or Permitted Sub-licensee), and (iii) the Licensee’s failure or the failure of any Licensee Group Company or Permitted Sub-licensee to comply with all applicable laws and regulations relating to the sale, promotion or advertising of the Services or the purpose of the relevant sub-licence. 9.4. Where the Licensor is seeking to rely upon one of the indemnities set out in Clause 9.3, in respect of any such suit, action or claim (whether actual or alleged) (a “Claim”), the Licensor shall: 9.4.1 as soon as reasonably practicable give to the Licensee written notice of the Claim specifying in reasonable detail the nature of the Claim, and all details of the Claim from time to time in the knowledge or possession of the Licensor; 9.4.2 with respect to any third party Claims, not, without the prior written consent of the Licensee, admit liability or make any offer, promise, compromise, settlement, or communication with the third party in respect of the Claim; 9.4.3 use all reasonable endeavours to mitigate any loss arising out of such Claim by any third party; and 9.4.4 with respect to any third party Claims, render all reasonable assistance to the Licensee in connection with the defence of any such Claim against the Licensor ...
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WARRANTIES, INDEMNITY AND LIABILITY. 9.1 The Supplier undertakes, represents and warrants that: 9.1.1 it has the right, power and authority to enter into and fully perform this Agreement; 9.1.2 the Services shall be executed in an efficient and diligent manner using all reasonable care and skill, and by appropriately trained and skilled staff and Sub-contractors; 9.1.3 it shall not do anything wilfully, negligently and or in breach of this Agreement which to its knowledge would or might diminish the reputation or good name of the Customer. The Supplier shall notify The Customer immediately of any such wilful or negligent act or breach. For the avoidance of doubt and without prejudice to other instances of material breach of this Agreement by the Supplier, a breach of this warranty by the Supplier shall be considered a material breach of the Agreement for the purposes of Clause 9.2.1, 11.1.1, Clause 11.3 and Clause 13.3; 9.1.4 the provision of the Services and any deliverables shall be in all respects in accordance with all Applicable Laws and the Agreement and that the Services shall be in accordance with this Agreement and shall meet or exceed the Service Levels set out in the SLA; 9.1.5 the provision of the Services and any deliverables and the receipt and use of the same by the Customer shall not infringe any rights of any third party including any third party IPR; 9.1.6 all Communications shall be in accordance with Clause 3.3.9; and 9.1.7 all systems used in the provision of the Services shall be robust at all times and irrespective of whether the interaction with the User is free or charged to the User. 9.2 The Supplier shall indemnify the Customer against all loss, damages and expenses which the Customer may incur as a result of:- 9.2.1 any non-compliance or material breach by the Supplier or its Sub-contractors of the obligations or warranties under the Agreement including a breach of any of the obligations set out in Clause 3.1, Clause 3.2.1, Clause 5 and/or Clause 9.1.3; 9.2.2 negligence, fraud or wilful default by the Supplier or its Sub-contractors; 9.2.3 any claims from third parties made against the Customer (including for the avoidance of doubt for breach of third-party IPR) as a result of the Supplier’s or its Sub- contractors' acts or omissions; or 9.2.4 any fines imposed on the Customer by a regulatory body resulting from an act or omission or material breach of this Agreement on the part of the Supplier or its Sub-contractors. 9.3 The Supplier shall arrange and maintain at ...
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WARRANTIES, INDEMNITY AND LIABILITY. The parties agree that: (a) unless expressly agreed otherwise in the Customer Order, the Deliverables are required by the Customer for business purposes and are supplied and acquired in trade, and to the extent permitted by law, the Consumer Guarantees Act 1993 does not apply to the supply made under the Contract; and (b) all representations and warranties (whether statutory, express or implied), except any which may not lawfully be excluded or which are otherwise specifically agreed in the Customer Order, are expressly excluded.
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WARRANTIES, INDEMNITY AND LIABILITY. 9.1. THE SOURCE CODE IS PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION, ENDORSEMENT OR WARRANTY OF ANY KIND OTHER THAN THAT IT WILL BE OF SATISFACTORY QUALITY, AS DESCRIBED, AND FIT FOR PURPOSE. 9.2. WE DO NOT GUARANTEE THAT: 9.2.1. THE SOURCE CODE WILL BE FREE OF ERRORS, VIRUSES OR BUGS OR OTHER DEFECTS; 9.2.2. THE SOURCE CODE WILL BE ACCURATE OR COMPLETE; 9.2.3. ANY DEFECTS IN THE SOURCE CODE WILL BE CORRECTED; 9.2.4. OPERATION OF THE SOURCE CODE OR ACCESS TO THE SVN REPOSITORY WILL BE UNINTERRUPTED, AND YOUR ACCESS TO THE SVN REPOSITORY MAY BE DISCONTINUED AFTER WE HAVE ALLOWED YOU A REASONABLE TIME TO ACCESS AND DOWNLOAD SOURCE CODE TO THE EXTENT YOU HAVE PURCHASED SUCH ACCESS. 9.3. YOU ACKNOWLEDGE THAT USE OF THE SOURCE CODE OR RELIANCE ON ANY SUCH INFORMATION SHALL BE AT YOUR SOLE RISK. 9.4. NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT OUR LIABILITY FOR FRAUDULENT MISREPRESENTATIONS OR FOR DEATH OR PERSONAL INJURY RESULTING FROM OUR NEGLIGENCE OR THAT OF OUR EMPLOYEES OR AGENTS. 9.5. TO THE FULLEST EXTENT PERMISSABLE BY LAW, INCLUDING IN YOUR LOCAL JURISDICTION, WE EXCLUDE ALL OTHER LIABILITY FOR ANY LOSS OR DAMAGE, INCLUDING ANY LIABILTY OR DAMAGE TO ANY DEVICE OR COMPUTER SYSTEM (SAVE TO THE EXTENT THAT DAMAGE TO YOUR DEVICE OR OTHER DIGITAL CONTENT WHICH YOU OWN IS CAUSED BY THE SOURCE CODE AS A RESULT OF OUR FAILURE TO USE REASONABLE CARE AND SKILL IN WHICH CASE, WHERE EXPRESSLY PROVIDED FOR BY APPLICABLE MANDATORY CONSUMER RIGHTS, YOU MAY BE ENTITLED TO COMPENSATION OR WE MAY BE OBLIGED TO REPAIR YOUR DEVICE). 9.6. NOTHING IN THIS AGREEMENT SHALL LIMIT YOUR STATUTORY CONSUMER RIGHTS. 9.7. You should back-up to another secure location, on a regular basis, any data files concerning your use of the Source Code as we accept no liability for lost or corrupted data. 9.8. You warrant, represent and undertake to us that: 9.8.1. you have the full power to enter into this Agreement and are entitled to grant the rights, licences and assignments contained in it and have all requisite licences and assignments necessary to do so 9.8.2. your Mods shall not infringe any Intellectual Property Rights or other rights of any person; and 9.8.3. your Mods shall not contain any material which is obscene, offensive, racist, sexist, defamatory, objectionable or that may otherwise create any liability for Introversion nor any virus, Trojan horses or any other malicious software. 9.9. You will indemnify (compensate) and hold harmless Introv...
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WARRANTIES, INDEMNITY AND LIABILITY. (a) The Content is provided on an "as is" basis and the Library expressly excludes any and all terms, conditions and warranties that might otherwise be implied or incorporated into this Agreement by statute, common law, course of dealing or otherwise in relation to the Content and Derivative Works to the fullest extent permitted by law. (b) Nothing in this Agreement shall operate to exclude or limit either party's liability for death or personal injury caused by its negligence, fraud, or any other liability which cannot be excluded or limited by law. (c) The Licensee shall indemnify the Library against all claims, damages, costs, losses, liabilities and expenses arising out of the Licensee's use of the Content, Derivative Works, and activities under this Agreement. (d) The Licensee shall notify the Library of any third party claims that use of the Content constitutes an infringement or unauthorised use of its Intellectual Property Rights. The Library shall be entitled to control the defence of such claim and at its option challenge, negotiate and/or settle such matter at its cost and expense provided the Licensee shall provide promptly to the Library such information and assistance as the Library reasonably requests to dispute, resist, appeal, compromise, defend, remedy, mitigate or take such other action as Library considers appropriate in respect of such claim. (e) Subject to Clause 5(b), the Library's liability under this Agreement for any claim, damage, costs, losses, liabilities or expenses suffered by the Licensee (howsoever arising), shall not exceed the total Fees actually paid by the Licensee to the Library under this Agreement.
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WARRANTIES, INDEMNITY AND LIABILITY. 1. Licensee hereby undertakes that: a. it has the full right, power and authority to enter into and perform its obligations under the Agreement; b. the Media / Basis of Exploitation comply with European legislation, and/or applicable law or regulations (e.g. Dutch Media Act, Dutch Commercial Code, GDPR) and/or any (self) regulations in the area of advertising and television sponsoring sponsorships and product placement as well as youth (media) protection and competition law, c. when not using or replacing the music provided by Zoomin in the Content, it has cleared (and paid for) the right to use, incorporate and synchronize worldwide and in perpetuity any music contained in the Media / Basis of Exploitation with any relevant rights holders, its representatives and/or collecting societies; d. there are not now any claims, encumbrances, legal proceedings, agreements or understandings with respect to the Media / Basis of Exploitation that could or would interfere with Zoomin’s exploitation, distribution or other use thereof; e. that no additional payments will be needed by Zoomin to any relevant rights holder and/or collecting society in order for Zoomin to exercise its rights hereunder; f. it waives any right to suspend execution of the Agreement, set-off, retention or lien and will warrant to keep the Content (and any materials/goods connected thereto) free from any third party rights (e.g. ownership rights, liens, retention rights, any security interests. 2. Licensee hereby fully indemnifies Zoomin against any loss, damages, claim, liability or expense (including all costs of legal assistance) that Zoomin may suffer as a result of a third party claim in connection with (i) a breach or alleged breach of the representations and warranties made herein, (ii) any failure by Licensee to perform its obligations under the Agreement, (iii) failure of Licensee to comply with applicable laws, rules or regulations, including (but without limitation) any failure to pay any taxes, levies (such as but not limited to withholding tax, VAT) required to be paid by Licensee to any governmental entity. 3. Zoomin hereby undertakes that the Content does not infringe upon third party copyrights and Zoomin indemnifies Licensee against any third party claims to that extent. However, Zoomin will not be liable or provide indemnity unless (i) Licensee informs Zoomin of any such third party claims immediately and in any event within one business day, and (ii) unless Zoomin is given ful...
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WARRANTIES, INDEMNITY AND LIABILITY. (a) To the maximum extent permitted by law 3CT excludes all implied warranties and conditions, such as implied warranties of merchantability, non-infringement, and fitness for a particular purpose, and 3CT makes no warranty: (1) in respect of the Products, and the Products are provided "as is" and "as available" and without warranty; (2) that any use of the Products will be uninterrupted or error-free or that the Products will be secure or free from harmful code; (3) that the Products will be compatible with any hardware, system, operating environment, software or data not supplied by 3CT; or (4) that the Products will meet the Customer’s business requirements, or cause the Customer to achieve any business results or commercial performance. (b) 3CT will not be liable to the Customer for any form of loss or damage whatsoever arising from: any discrepancy, fault or malfunction of any third party telecommunications system, software, system or computer server or any other technology based Products; or any interruption, error or loss of functionality caused by an update or improvement or enhancement made by 3CT; or any delay by the Customer in providing any information, instructions, access, approvals or material that 3CT may request from time to time in order to provide the Products. (c) In no event will 3CT, its affiliates and related entities, its servants, employees and agents, be liable to the Customer for any consequential, indirect, incidental, or special loss even if such loss was in the contemplation of the parties at the date of this agreement as a probable result of a breach of this agreement, and including any loss of profits, loss or revenue, loss of production, loss of media, business interruption, loss of contract, loss of opportunity, loss of or unauthorised access to information, loss of reputation, loss of goodwill, loss of data, the cost of engaging an alternative service provider and similar loss. (d) Nothing in this agreement will be read or applied so as to exclude, restrict or modify or have the effect of excluding, restricting or modifying any condition, warranty, guarantee, right or remedy implied by law (including the Australian Consumer Law ) and which by law cannot be excluded, restricted or modified. To the extent the law permits it to, 3CT limits its liability to, at the election of 3CT in its sole discretion: (1) for services - the supply of the services again or the payment of the cost of having the services supplied again; and (...
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WARRANTIES, INDEMNITY AND LIABILITY. 15.1 The Company warrants:- 15.1.1 that the products supplied to the Practitioner in terms of this agreement will have been manufactured with skill, competence, care and attention and will at the time of delivery conform with all applicable legislation and regulatory requirements; 15.1.2 that the products will have been manufactured, packaged, handled and stored as provided for in this agreement and that all applicable legislation and regulatory requirements have been adhered to; 15.1.3 that the products will during their normal shelf life continue to conform to the warranties as provided for in this agreement, subject to maintenance of proper storage of the products; and 15.1.4 that the products will be of good quality and suitable for use in accordance with the Company’s protocol. 15.2 Provided that the Practitioner does not make any presentation or promise or provide any warranty or guarantee as to the quality, safety or suitability of the products, other than in terms of the Company’s protocol, the Company indemnifies the Practitioner against any and all product liability claims, howsoever arising, in connection with the products, and shall take responsibility for the defence of any claims that may be made against the Practitioner in this regard, provided that: 15.2.1 the Practitioner shall not make any admission in relation to any such claims and the Company shall have the right to defend and manage such claims as it sees fit, including but not limited to the right to appoint legal advisors; and 15.2.2 the above indemnity shall not apply to and the Company shall have no responsibility for any claim arising as a result of failure by the Practitioner or its employees to comply with the Company’s instructions and/or incorrect or negligent handling by the Practitioner, including improper storage, failures of products supplied by the Practitioner after the expiry date thereof and deviation in any manner from the Company’s protocol. In such event, the Practitioner indemnifies the Company for all damages (direct and indirect) and losses, including but not limited to judgment or settlement amounts and legal costs and fees. [Note: Please confirm whether you are in any event comfortable to give the above indemnity.] 15.2 The Practitioner hereby unconditionally and unequivocally indemnifies and holds harmless the Company and any third party (including but not limited to such third parties involved in the creation and/or production and/or delivery of products) an...
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Related to WARRANTIES, INDEMNITY AND LIABILITY

  • Indemnity and Liability Subject to Section 3.1, the Company shall (i) indemnify, exonerate and hold the Service Provider and each of its partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors and agents and each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors and agents of each of the foregoing (collectively, the “Related Parties”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including attorneys’ fees and expenses) incurred by the Related Parties or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out of any action, cause of action, suit, arbitration, investigation or claim arising out of, or in any way relating to, (i) this Agreement, any transaction to which the Company is a party or any other circumstances with respect to the Company or (ii) the operations of, or the Services or Office Space provided by the Service Provider to, the Company, or any of its affiliates from time to time; provided, however, that the foregoing indemnification rights will not be available to the extent that any such Indemnified Liabilities arose on account of such Indemnitee’s gross negligence or willful misconduct; and provided, further, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 5.1, none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the Company, then such payments will be promptly repaid by such Indemnitee to the Company without interest. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation.

  • Warranties Indemnification Contributors, jointly and severally, warrant and represent that (a) all Contributors have the full power and authority to enter into and execute this Agreement and to license the rights granted herein, and that such rights are not now subject to prior assignment, transfer, or other encumbrance; (b) the Contribution is the original work of Contributors (except for copyrighted material owned by others for which written permission has been obtained), has not been previously published in any form (except for any previous public distribution of the Contribution, which has been disclosed in writing to the Editor), and has been submitted only to the Journal; (c) the Contribution does not infringe the copyright or violate any proprietary rights, rights of privacy or publicity, or any other rights of any third party, and do not contain any material that is libelous or otherwise contrary to law; (d) all statements and presentation of data in the Contribution asserted as factual are either true or based on generally accepted professional research practices, and no formula or procedure contained therein would cause injury if used in accordance with the instructions and/or warnings included in the Contribution; and (e) any studies on which the Contribution is directly based were satisfactorily conducted in compliance with the governing Institutional Review Board (IRB) standards or were exempt from IRB requirements. In the event that any of the foregoing warranties or representations are breached, Contributors, jointly and severally, shall indemnify and hold harmless Proprietor, the Journal’s Editor, and Proprietor’s affiliates, assigns, and licensees (expressly including SAGE, if SAGE is not the Proprietor), against any losses, liabilities, damages, costs and expenses (including legal costs and expenses) arising from or resulting out of any claim or demand of any kind relating to such breach.

  • Warranties and Liability 10.1. Each Party warrants to the other that it has the full right and power to enter into this Deed. Save as explicitly notified to the other Party at the Effective Date, each Party warrants that as at the Effective Date it has not knowingly misappropriated any third party confidential information or knowingly infringed any third party Intellectual Property Right. 10.2. Each Party warrants that save as explicitly otherwise provided in this Deed (a) it has the rights to grant the licences in clause 3 of this Deed; and (b) it has not granted to any third party any option, licence or right of first refusal in relation to the Licensed Patents, Results or Know-How; and (c) it has not assigned, transferred or granted any option to assign or transfer any of its rights in the Licensed Patents, Results or Know-How. 10.3. Both Parties acknowledge that in entering into this Deed they do not do so in reliance on any representation, warranty or other provision except as expressly provided in this Deed and any conditions, warranties or other terms implied by statute or common law are excluded from this Deed to the full extent permitted by law. 10.4. Without limiting the scope of clauses 10.1 to 10.3, neither Party gives any warranty, representation or undertaking: 10.4.1. as to the efficacy, usefulness or quality of the Licensed Patents, Results or Know-How; 10.4.2. that any of the Licensed Patents are or will be valid or subsisting or (in the case of applications) will proceed to grant; or 10.4.3. that the exploitation of any the Licensed Patents, Results or Know-How or the manufacture, Marketing, or use of Licensed Products or products or the exercise of any other rights granted under this Deed will not infringe any Intellectual Property Rights or other rights of any third party. 10.5. Both Parties accept that there is no restriction imposed on the other Party in relation to the independent development of any Adaptimmune Licensed Products in the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore using TCRs which do not form part of any Project or which are not comprised within the Licensed Patents, Know-How or Results (“New TCRs”). In particular, subject to clause 3, (a) each Party is free to enter into agreements with third parties in relation to development of products comprising New TCRs; (b) each Party is free to enter into any licence in relation to New TCRs; and (c) each Party is free to independently isolate New TCRs for Adaptimmune Licensed Products in the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore respectively. 10.6. The liability of either Party under this Deed (whether arising for breach or arising in any other way out of the subject matter of this Deed, including whether under contract or tort) will not include any indirect, incidental or consequential damages or loss (including as relevant any indirect loss of profits). 10.7. Nothing in this Deed will operate to limit or exclude the liability of either party for death or personal injury arising from its negligence or for liability for fraud.

  • Warranty and Liability Except to the extent prohibited by Applicable Law, Free of Charge Services are provided “as is” without warranties of any kind and in the then-current version made available by us from time to time without support and availability commitments. We are not obliged to offer post- termination assistance. Siemens’ entire liability for all claims, damages, and indemnities arising out of or related to your use of a Free of Charge Service will not exceed, in the aggregate, the amount of EUR 1,000.00 (or the equivalent amount in local currency).

  • Indemnity and Limitation of Liability (I) The IPTV Operator shall without any limitations as to time period or amounts keep and hold ZEEL and its Affiliates, officers, directors, employees and agents fully indemnified and harmless against all claims, suits, actions, proceedings, causes of action, damages, awards, liabilities, costs and/or expenses of any kind (including reasonable attorney’s fees) arising out of any misrepresentation or fraud committed by the IPTV Operator, or actual or threatened breach of any terms of this Agreement by the IPTV Operator (including but not limited to breach of any representation and warranty provided by the IPTV Operator to ZEEL). (II) It is expressly understood and agreed between the Parties that ZEEL shall have no liability or obligation whatsoever under this Agreement, towards the IPTV Operator, the Subscribers or any other person or Governmental Authority, arising from and/or in respect of: (a) any defect in any Equipment (including without limitation IRDs / Viewing Cards) attributable to or resulting from any unauthorized/improper use, tampering, negligence or failure to follow ZEEL's instruction, or any use of the Equipment with any apparatus or Equipment not authorized by ZEEL, in which event ZEEL shall not be under any obligation to provide IPTV Operator with any other Equipment; (b) any inaction or default on the part of the IPTV Operator, its distributor or installer; (c) any delay or failure in the performance of this Agreement caused by any reason or event beyond the control of ZEEL; (d) deactivation, disconnection, interruption of the Zee Group Channels or termination of this Agreement by ZEEL in accordance with the terms of this Agreement for any reason whatsoever (including without limitation on account of non-payment of Subscription Fee by the IPTV Operator or on account of any other breach of this Agreement by the IPTV Operator); or (e) failure on the part of the IPTV Operator to maintain the licenses and approvals required under applicable Law. (III) The IPTV Operator undertakes that it shall be solely responsible for dealings with the Subscribers and shall be liable for any claims, actions, demands or proceedings by the Subscribers arising out of the actions or omissions of IPTV Operator. Nothing in this Agreement or the contract(s) executed between the Subscriber and the IPTV Operator shall entitle the Subscriber to receive the Zee Group Channels from ZEEL or create any direct relationship between the Subscriber and ZEEL. (IV) ZEEL shall not be liable to the IPTV Operator, any Subscriber or to any other Person, whether under contract, tort or otherwise, for any indirect, special, incidental or consequential damages or for any lost profits, business, revenues or goodwill arising out of or in connection with this Agreement or the provision of the Channels or inability to provide the same whether or not due to suspension, interruption or termination of the Channels or for any inconvenience, disappointment due to deprival of any programme or information whether attributable to any negligent act or omission or otherwise. (V) Without prejudice to the foregoing, the maximum aggregate liability of ZEEL for proven and awarded direct damages or losses that may arise out of or in connection with this Agreement shall not exceed the Subscription Fees under this Agreement paid by the IPTV Operator to ZEEL in any given Financial Year.