Common use of CAP ON MONETARY LIABILITY Clause in Contracts

CAP ON MONETARY LIABILITY. EXCEPT AS OTHERWISE PROVIDED IN SECTION 10.3, IN NO EVENT WILL THE AGGREGATE LIABILITY OF EITHER PARTY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, INCLUDING ANY ORDERS, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED THE GREATER OF (A) THE VALUE OF ALL AMOUNTS PAID BY CUSTOMER UNDER THIS AGREEMENT DURING THE 12 MONTHS PRECEDING THE ACT OR OMISSION ALLEGED TO GIVE RISE TO SUCH LIABILITY, OR (B) $50,000 USD. THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. THE LIMITATIONS OF LIABILITY PROVIDED FOR HEREIN WILL APPLY IN AGGREGATE TO EITHER PARTY AND THEIR RESPECTIVE AFFILIATES AND SHALL NOT BE CUMULATIVE. THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION SHALL NOT LIMIT OR OTHERWISE RELIEVE CUSTOMER OF ITS PAYMENT OBLIGATIONS UNDER THIS AGREEMENT OR AN APPLICABLE ORDER.

CAP ON MONETARY LIABILITY. EXCEPT AS OTHERWISE PROVIDED IN SECTION 10.3FOR DAMAGES ARISING OUT OF LIABILITY WHICH CANNOT BE LAWFULLY EXCLUDED OR LIMITED, IN NO EVENT WILL OR LIABILITY FOR INFRINGEMENT OR MISAPPROPRIATION OF NEOGOV INTELLECTUAL PROPERTY RIGHTS, THE AGGREGATE TOTAL LIABILITY OF EITHER PARTY FOR ANY AND ALL CLAIMS AGAINST THE OTHER PARTY UNDER THIS AGREEMENT, WHETHER ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, INCLUDING ANY ORDERS, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISELIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL NOT EXCEED THE GREATER OF (A) THE VALUE AMOUNT OF ALL AMOUNTS PAID PAYMENTS ACTUALLY RECEIVED BY CUSTOMER UNDER THIS AGREEMENT DURING NEOGOV FROM RESELLER IN CONNECTION WITH YOUR SERVICES IN THE 12 MONTHS MONTH PERIOD PRECEDING THE ACT OR OMISSION ALLEGED TO GIVE DATE OF THE EVENT INITIALLY GIVING RISE TO SUCH LIABILITY, OR (B) $50,000 USD. THE FOREGOING LIMITATION APPLIES OF LIABILITY IS CUMULATIVE WITH ALL PAYMENTS FOR CLAIMS OR DAMAGES IN CONNECTION WITH THIS AGREEMENT BEING AGGREGATED TO DETERMINE SATISFACTION OF THE LIMIT. THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE THE LIMIT. THE PARTIES ACKNOWLEDGE AND AGREE THAT THIS LIMITATION OF LIABILITY IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. THE LIMITATIONS OF LIABILITY PROVIDED FOR HEREIN WILL APPLY IN AGGREGATE TO EITHER PARTY AND THEIR RESPECTIVE AFFILIATES AND SHALL NOT BE CUMULATIVE. THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION SHALL NOT LIMIT OR OTHERWISE RELIEVE CUSTOMER OF ITS PAYMENT OBLIGATIONS UNDER THIS AGREEMENT OR AN APPLICABLE ORDERLIMITED REMEDY.

CAP ON MONETARY LIABILITY. EXCEPT TO THE EXTENT OF NCIT’S GROSS NEGLIGENCE, BAD FAITH OR WILLFUL MISCONDUCT (EXCLUDING ANY ACTIONS OR INACTIONS OF LICENSEE AND ANY THIRD PARTY) AS OTHERWISE PROVIDED FINALLY DETERMINED IN AN UNAPPEALED OR NON-APPEALABLE ORDER BY A COURT OF COMPETENT JURISDICTION PURSUANT TO SECTION 10.315.11, IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OR OBLIGATION OF EITHER PARTY NCIT PARTIES UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, INCLUDING ANY ORDERS, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND LIABILITY, BREACH OF WARRANTY, MISREPRESENTATIONS, INDEMNIFICATION OR OTHERWISE, EXCEED SHALL BE LIMITED TO THE GREATER OF (A) THE VALUE OF ALL AMOUNTS AMOUNT PAID TO NCIT BY CUSTOMER LICENSEE IN LICENSING FEES UNDER THIS AGREEMENT DURING IN THE PRECEDING 12 MONTHS PRECEDING THE ACT OR OMISSION ALLEGED TO GIVE RISE TO SUCH LIABILITY, OR (B) $50,000 USDMONTHS. THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. THE LIMITATIONS OF LIABILITY PROVIDED FOR HEREIN WILL APPLY IN AGGREGATE TO EITHER PARTY AND THEIR RESPECTIVE AFFILIATES AND SHALL NOT BE CUMULATIVE. THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION SHALL NOT LIMIT OR OTHERWISE RELIEVE CUSTOMER OF ITS PAYMENT OBLIGATIONS UNDER THIS AGREEMENT OR AN APPLICABLE ORDER.

CAP ON MONETARY LIABILITY. EXCEPT AS OTHERWISE PROVIDED IN SECTION 10.3FOR DAMAGES ARISING OUT OF LIABILITY WHICH CANNOT BE LAWFULLY EXCLUDED OR LIMITED, IN NO EVENT WILL CUSTOMER’S OBLIGATIONS TO MAKE PAYMENT UNDER THIS AGREEMENT, OR LIABILITY FOR INFRINGEMENT OR MISAPPROPRIATION OF NEOGOV INTELLECTUAL PROPERTY RIGHTS, THE AGGREGATE TOTAL LIABILITY OF EITHER PARTY FOR ANY AND ALL CLAIMS AGAINST THE OTHER PARTY UNDER THIS AGREEMENT, WHETHER ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, INCLUDING ANY ORDERS, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISELIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL NOT EXCEED THE GREATER OF (A) THE VALUE AMOUNT OF ALL AMOUNTS PAID PAYMENTS ACTUALLY RECEIVED BY NEOGOV FROM CUSTOMER UNDER IN CONNECTION WITH THIS AGREEMENT DURING IN THE 12 MONTHS MONTH PERIOD PRECEDING THE ACT OR OMISSION ALLEGED TO GIVE DATE OF THE EVENT INITIALLY GIVING RISE TO SUCH LIABILITY, OR (B) $50,000 USD. THE FOREGOING LIMITATION APPLIES OF LIABILITY IS CUMULATIVE WITH ALL PAYMENTS FOR CLAIMS OR DAMAGES IN CONNECTION WITH THIS AGREEMENT BEING AGGREGATED TO DETERMINE SATISFACTION OF THE LIMIT. THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE THE LIMIT. THE PARTIES ACKNOWLEDGE AND AGREE THAT THIS LIMITATION OF LIABILITY IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. THE LIMITATIONS OF LIABILITY PROVIDED FOR HEREIN WILL APPLY IN AGGREGATE TO EITHER PARTY AND THEIR RESPECTIVE AFFILIATES AND SHALL NOT BE CUMULATIVE. THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION SHALL NOT LIMIT OR OTHERWISE RELIEVE CUSTOMER OF ITS PAYMENT OBLIGATIONS UNDER THIS AGREEMENT OR AN APPLICABLE ORDERLIMITED REMEDY.

CAP ON MONETARY LIABILITY. EXCEPT AS OTHERWISE PROVIDED IN SECTION 10.3, IN NO EVENT WILL THE AGGREGATE LIABILITY OF EITHER PARTY IMANAGE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, INCLUDING ANY ORDERS, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED THE GREATER OF (A) THE VALUE OF ALL AMOUNTS PAID BY CUSTOMER UNDER THIS AGREEMENT DURING THE 12 MONTHS PRECEDING THE ACT OR OMISSION ALLEGED TO GIVE RISE TO SUCH LIABILITY, OR (B) $50,000 USD. THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. THE LIMITATIONS OF LIABILITY PROVIDED FOR HEREIN WILL APPLY IN AGGREGATE TO EITHER PARTY CUSTOMER AND THEIR RESPECTIVE ITS AFFILIATES AND SHALL NOT BE CUMULATIVE. THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION SHALL NOT LIMIT OR OTHERWISE RELIEVE CUSTOMER OF ITS PAYMENT OBLIGATIONS UNDER THIS AGREEMENT OR AN APPLICABLE ORDER.

CAP ON MONETARY LIABILITY. EXCEPT AS OTHERWISE PROVIDED IN SECTION 10.3, IN NO EVENT WILL THE AGGREGATE LIABILITY OF EITHER PARTY IMANAGE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, INCLUDING ANY ORDERS, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED THE GREATER OF (A) THE VALUE OF ALL AMOUNTS PAID BY CUSTOMER UNDER THIS AGREEMENT DURING THE 12 MONTHS PRECEDING THE ACT OR OMISSION ALLEGED TO GIVE RISE TO SUCH LIABILITY, OR (B) $50,000 USD. THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. THE LIMITATIONS OF LIABILITY PROVIDED FOR HEREIN WILL APPLY IN AGGREGATE TO EITHER PARTY CUSTOMER AND THEIR RESPECTIVE ITS AFFILIATES AND SHALL NOT BE CUMULATIVE. THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION SHALL NOT LIMIT OR OTHERWISE RELIEVE CUSTOMER OF ITS PAYMENT OBLIGATIONS UNDER THIS AGREEMENT OR AN APPLICABLE ORDER.ORDER.‌