Breach and liability. 8.1 The Main Agreement’s regulation of breach of contract and the consequences hereof shall apply equally to this Data Processor Agreement as if this Data Processor Agreement is an integrated part hereof.
8.2 Each party’s cumulated liability under this Data Processor Agreement is limited to the payments made under the Main Agreement in the 12 months before the occurrence of the circumstances leading to a breach of contract. If the Data Processor Agreement has not been in force for 12 months before the occurrence of the circumstances leading to a breach of contract, the limited liability amount shall be calculated proportionately based on the actual performed payments.
8.3 The limitation of liability does not apply to the following:
(i) Losses as a consequence of the other party’s gross negligence or willful misconduct.
(ii) A party’s expenses and resources used to perform the other party’s obligations, including payment obligations, towards a relevant data protection agency or any other authority.
Breach and liability. 9.1 The Data Processor is not liable for non-delivery or delay of the Agreement in so as its delivery will be in violation of the modified Instruction or delivery in accordance with the modified Instruction is impossible. This may, for example, be the case, (i) where the modifications cannot be technically, practically or legally implemented, or (ii) where the Data Controller explicitly states that the modifications must apply 6 before implementation is possible.
9.2 Notwithstanding any conflicting provisions in this Data Processing Agreement, the Main Agreement's clauses on breach and limitation of liability shall apply to this Data Processing Agreement as if this Data Processing was an integral part of the Agreement,
9.3 However, the maximum cumulative liability of a party under this Data Processing Agreement is limited to the total due payments from the Services in the 12 months immediately preceding the injurious event. If the Data Processing Agreement has not been in force for 12 months, the amount is calculated proportionally on the basis of the period in which the Data Processing Agreed has been in force. Limitation of liability is not applicable to damages arising from intent, grossly negligent behavior, or expenses and resources of the other Party's obligations to a supervisory authority.
Breach and liability. 7.1 A Receiving Party shall indemnify and hold harmless the Disclosing Party in full for any damages, which may be caused by the disclosure of the Information of such Receiving Party or its Representatives due to a breach of the terms and conditions of this Agreement.
7.2 No Party shall be liable for any consequential or indirect damages.
7.3 A Disclosing Party seeking indemnification hereunder shall provide proof of the unwarranted disclosure and the extent of any damage suffered.
7.4 Each Party acknowledges and accepts that it will be responsible for any breach of any of the terms of this Agreement by any of its Representatives.
7.5 Each Party agrees that money damages would not be a sufficient remedy for any breach of the terms of this Agreement by the other Party, and that, in addition to all other remedies it may be entitled to, each Party shall be entitled to seek specific performance, injunctive, and other equitable relief as a remedy for any such breach (in each case, without the requirement of posting a bond or other security or proving damages). Each Party agrees that it shall not, and shall cause its Representatives not to, oppose the granting of such relief on the basis that the other Party has an adequate remedy at law.
Breach and liability. The Main Agreement’s regulation of breach of contract and the liability of each party under this Data Processing Agreement is subject to the exclusions and limitations of liability set out in the “Main Agreement” the consequences hereof shall apply equally to this Data Processing Agreement as if this Data Processing Agreement is an integrated part hereof. You agree that any regulatory penalties or claims by data subjects or others incurred by BlogVault in relation to Your Controlled Data that arise as a result of, or in connection with, your failure to comply with your obligations under this Data Processing Agreement or EU Data Protection Law shall reduce BlogVault’s maximum aggregate liability to you under the “Main Agreement” in the same amount as the fine and/or liability incurred by us as a result.
Breach and liability. If there is more than one Customer, the Customers are jointly and severally liable for performance of this Agreement. If Customer breaches this Agreement, whether by a failure to pay, revocation of assignment of rebates, refusal to permit access to the ASD System, move other than as permitted hereunder, breach of Customer confirmations, representations, acknowledgements, or warranties, termination after the cancellation period, or other breach of this Agreement, or damages the ASD System, or causes harm to ASD, Customer shall pay ASD all damages associated with same, including lost profits, all lost Incentives, collection costs, legal costs and reasonable attorney fees. Customer understands and agrees that any breach by Customer may result in damages to ASD well in excess of the amounts Customer is required to pay under this Agreement because a breach may result in ASD losing depreciation rights or having to repay lost Incentives that were taken into account in offering Customer a lower lease rate than ASD would otherwise have offered. If ASD breaches this Agreement, ASD shall pay damages associated with such breach, including legal costs and reasonable attorney fees. The insolvency, bankruptcy, or making a petition for the benefit of creditors of either party shall be deemed a breach entitling the other party to all remedies available at law. In the event of Customer’s failure to pay invoices when due, Customer’s insolvency, or Customer’s other breach of this Agreement, ASD may, in addition to the above right to damages and legal costs, repossess and/or shut off the ASD System. In the event of repossession, Customer shall be liable for all damages less any net proceeds ASD may receive from the sale of the ASD System, such sale to be at fair market value. Neither party is liable to the other except for breach of this Agreement. ASD shall not be responsible for paying for electricity used during any repair/replacement period. No party shall be liable for punitive damages. In no event shall either party be liable to the other for more than the Cap plus legal costs and reasonable attorney fees. ASD may use self-help to repossess or turn off the ASD System in the event of Customer’s breach but will not breach the peace in so doing. Except as set forth below, ASD is not liable to Customer for any effect that the ASD System or installation of it may have on Customer’s Roof and any warranties Customer may have on Customer’s Roof. Customer understands that: (a) Cu...
Breach and liability. 11.1 The Main Agreement’s regulation of breach of contract and the consequences hereof shall apply equally to this Data Processor Agreement as if this Data Processor Agreement is an integrated part hereof.
11.2 Each party’s cumulated liability under this Data Processor Agreement is limited to the payments made under the Main Agreement in the 12 months before the occurrence of the circumstances leading to a breach of contract. If the Data Processor Agreement has not been in force for 12 months before the occurrence of the circumstances leading to a breach of contract, the limited liability amount shall be calculated proportionately based on the actual performed payments. Sub-appendix B
1. APPROVED SUB-PROCESSORS
1.1 The following Sub-Processors shall be considered approved by the data Controller at the time of entering into this Data Processor Agreement:
Breach and liability. With the term of this Agreement, if Party A fails to cooperate with Party B exclusively due to the fault of Party A, Party A shall pay to Party B the residual value of the Engine (RMB 14,000 Yuan/per Engine). Party A shall continue to use the Engine. The residual value of the Engine is calculated as follows: Residual Value = the value of the Engine * (8 – n) / 8 n is the number of years of cooperation when this Agreement is terminated and n is less or equal to 8 (years). Party B Breaches. If due to the fault of Party B, Party B fails to maintain or upgrade the Engine so that the service fails to run properly, Party shall pay liquidated damages to Party A for each such occurrence. Liquidated damages shall be 1,000 RMB Yuan per occurrence; If such occurrence exceeds three times (inclusive), Party A may terminate this Agreement free of any liability in addition to be paid the liquidated damages. Party B represents and warrants that the Engines it provided and any related softwares do not infringe upon the intellectual property or any other rights of any third party; if Party A is to be sued by a third party or involved in litigation due to the above reasons, Party B shall answer such lawsuits or participate in such litigation on behalf of Party A using its own expenses and shall reimburse Party A for any and all damages and expenses suffered therefore.
Breach and liability. (a) Each Recipient acknowledges and confirms that, as between the parties, ownership of the Confidential Information, including all Intellectual Property Rights therein, remains vested in and under the control of the Discloser or its licensors, and no licences or rights are granted or assigned (other than to the extent expressly separately agreed in writing by relevant par- ties).
(b) Each Recipient further acknowledges that the rights of the Discloser in Confidential Infor- mation sought to be protected by this Agreement are valuable and that breach of these terms may cause irreparable damage and agrees that the Discloser may at its discretion ap- ply for and obtain (without limiting the effect of any rights the Discloser may have to obtain damages) injunctive relief, specific performance or other equitable relief without proof of damage.
(c) Subject to any limitations of liability set out below, each Recipient agrees that it shall be re- sponsible for any breach of any of the terms of this Agreement by it or by any of its Author- ized Persons, and the Recipient will indemnify the Discloser from and against any such breach including, without limitation, all loss or damage (including but not limited to legal costs) which may arise from the unauthorized disclosure or use of any of the Confidential Information by the Recipient or by any of its Authorized Persons.
(d) [Until this Agreement shall expire or be terminated, all of the obligations set out herein in re- lation to Confidential Information shall extend to any negotiations or discussions of any kind between the parties in relation to the matters raised in this Agreement.]
(e) Each party shall be solely responsible and liable for its acts or omissions in breach of this Agreement, and no party shall be jointly liable for any act or omission of any other party in breach of this Agreement. The parties are each independent contractors and shall have several, not joint, liability. [OR Each party is jointly liable for its acts or omissions in breach of this Agreement.]
(f) [Subject to the following subsections, in no event shall the aggregate liability of any party to the other (whether in contract, tort (including negligence) or otherwise) and in respect of all claims, losses and damages arising under or in connection with this Agreement, including in connection with any indemnity granted under this Agreement, exceed $[amount] in total in respect of any and all claims, losses and damages of any kind.]
(g) T...
Breach and liability. 8.1 The Main Agreement’s regulation of breach of contract and the consequences hereof shall apply equally to this Data Processor Agreement as if this Data Processor Agreement is an integrated part hereof.
8.2 Each party’s cumulated liability under this Data Processor Agreement is limited to the payments made under the Main Agreement in the 12 months before the occurrence of the circumstances leading to a breach of contract. If the Data Processor Agreement has not been in force for 12 months before the occurrence of the circumstances leading to a breach of con- tract, the limited liability amount shall be calculated proportionately based on the actual performed payments.
8.3 The limitation of liability does not apply to the following: (i) Losses as a consequence of the other party’s gross negligence or willful misconduct.
Breach and liability. If the parties do not fulfil their obligations under this Agreement, it is considered a breach of this Agreement and the Main Agreement. In case of such breach caused by the failure or negligence of a party, the other party may terminate the Agreement and Main Agreement with immediate effect. Each party can claim compensation for direct financial loss, including administrative fines and claims for compensation, suffered as a consequence of the other party’s breach of its obligations under this Agreement or the GDPR or other applicable privacy legislation. Compensation cannot be claimed for indirect loss. Indirect loss includes, but is not limited to, lost profits, lost savings, and loss due to data loss. Total compensation per calendar year is limited to a fixed amount of one million Norwegian kroner (1 MNOK). The above-mentioned limitations do not apply in the event of gross negligence or wilful misconduct. The parties are similarly liable to the other party if the financial loss is caused by illegal or unlawful processing of personal data on part of a processor. Duration of the Agreement This Agreement applies for as long as the Main Agreement is in force, or as long as the Transferee processes personal data received from the Transferor in accordance with this Agreement.
