Common use of CAP ON MONETARY LIABILITY Clause in Contracts

CAP ON MONETARY LIABILITY. EXCEPT FOR DAMAGES ARISING OUT OF LIABILITY WHICH CANNOT BE LAWFULLY EXCLUDED OR LIMITED, OR LIABILITY FOR INFRINGEMENT OR MISAPPROPRIATION OF NEOGOV INTELLECTUAL PROPERTY RIGHTS, THE TOTAL LIABILITY OF EITHER PARTY FOR ANY AND ALL CLAIMS AGAINST THE OTHER PARTY UNDER THIS AGREEMENT, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL NOT EXCEED THE AMOUNT OF ALL PAYMENTS ACTUALLY RECEIVED BY NEOGOV FROM RESELLER IN CONNECTION WITH YOUR SERVICES IN THE 12 MONTH PERIOD PRECEDING THE DATE OF THE EVENT INITIALLY GIVING RISE TO SUCH LIABILITY. THE FOREGOING LIMITATION 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 LIMITED REMEDY.

CAP ON MONETARY LIABILITY. EXCEPT FOR DAMAGES ARISING OUT OF LIABILITY WHICH CANNOT BE LAWFULLY EXCLUDED OR LIMITEDAS OTHERWISE PROVIDED IN SECTION 10.3, OR LIABILITY FOR INFRINGEMENT OR MISAPPROPRIATION OF NEOGOV INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY FOR ANY AND ALL CLAIMS AGAINST THE OTHER PARTY UNDER THIS AGREEMENT, WHETHER ARISING UNDER OR RELATED TO 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 LIABILITYLIABILITY AND OTHERWISE, OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL NOT EXCEED THE AMOUNT GREATER OF (A) THE VALUE OF ALL PAYMENTS ACTUALLY RECEIVED AMOUNTS PAID BY NEOGOV FROM RESELLER IN CONNECTION WITH YOUR SERVICES IN CUSTOMER UNDER THIS AGREEMENT DURING THE 12 MONTH PERIOD MONTHS PRECEDING THE DATE OF THE EVENT INITIALLY GIVING ACT OR OMISSION ALLEGED TO GIVE RISE TO SUCH LIABILITY, OR (B) $50,000 USD. THE FOREGOING LIMITATION 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 APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. THE ESSENTIAL PURPOSE LIMITATIONS OF ANY LIMITED REMEDYLIABILITY 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 FOR DAMAGES ARISING OUT OF LIABILITY WHICH CANNOT BE LAWFULLY EXCLUDED OR LIMITED, OR LIABILITY FOR INFRINGEMENT OR MISAPPROPRIATION OF NEOGOV NEOED INTELLECTUAL PROPERTY RIGHTS, THE TOTAL LIABILITY OF EITHER PARTY FOR ANY AND ALL CLAIMS AGAINST THE OTHER PARTY UNDER THIS AGREEMENT, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL NOT EXCEED THE AMOUNT OF ALL PAYMENTS ACTUALLY RECEIVED BY NEOGOV NEOED FROM RESELLER IN CONNECTION WITH YOUR SERVICES IN THE 12 MONTH PERIOD PRECEDING THE DATE OF THE EVENT INITIALLY GIVING RISE TO SUCH LIABILITY. THE FOREGOING LIMITATION 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 LIMITED REMEDY.

CAP ON MONETARY LIABILITY. EXCEPT FOR DAMAGES ARISING OUT OF LIABILITY WHICH CANNOT BE LAWFULLY EXCLUDED OR LIMITED, CUSTOMER’S OBLIGATIONS TO MAKE PAYMENT UNDER THIS AGREEMENT, OR LIABILITY FOR INFRINGEMENT OR MISAPPROPRIATION OF NEOGOV INTELLECTUAL PROPERTY RIGHTS, THE TOTAL LIABILITY OF EITHER PARTY FOR ANY AND ALL CLAIMS AGAINST THE OTHER PARTY UNDER THIS AGREEMENT, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL NOT EXCEED THE AMOUNT OF ALL PAYMENTS ACTUALLY RECEIVED BY NEOGOV FROM RESELLER CUSTOMER IN CONNECTION WITH YOUR SERVICES THIS AGREEMENT IN THE 12 MONTH PERIOD PRECEDING THE DATE OF THE EVENT INITIALLY GIVING RISE TO SUCH LIABILITY. THE FOREGOING LIMITATION 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 LIMITED REMEDY.

CAP ON MONETARY LIABILITY. EXCEPT FOR DAMAGES ARISING OUT OF LIABILITY WHICH CANNOT BE LAWFULLY EXCLUDED OR LIMITEDAS OTHERWISE PROVIDED IN SECTION 10.3, OR LIABILITY FOR INFRINGEMENT OR MISAPPROPRIATION OF NEOGOV INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY FOR ANY AND ALL CLAIMS AGAINST THE OTHER PARTY UNDER THIS AGREEMENT, WHETHER ARISING IMANAGE UNDER OR RELATED TO 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 LIABILITYLIABILITY AND OTHERWISE, OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL NOT EXCEED THE AMOUNT GREATER OF (A) THE VALUE OF ALL PAYMENTS ACTUALLY RECEIVED AMOUNTS PAID BY NEOGOV FROM RESELLER IN CONNECTION WITH YOUR SERVICES IN CUSTOMER UNDER THIS AGREEMENT DURING THE 12 MONTH PERIOD MONTHS PRECEDING THE DATE OF THE EVENT INITIALLY GIVING ACT OR OMISSION ALLEGED TO GIVE RISE TO SUCH LIABILITY, OR (B) $50,000 USD. THE FOREGOING LIMITATION 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 APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. THE ESSENTIAL PURPOSE LIMITATIONS OF ANY LIMITED REMEDY.LIABILITY PROVIDED FOR HEREIN WILL APPLY IN AGGREGATE TO CUSTOMER AND 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 FOR DAMAGES ARISING OUT OF LIABILITY WHICH CANNOT BE LAWFULLY EXCLUDED OR LIMITEDAS OTHERWISE PROVIDED IN SECTION 10.3, OR LIABILITY FOR INFRINGEMENT OR MISAPPROPRIATION OF NEOGOV INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY FOR ANY AND ALL CLAIMS AGAINST THE OTHER PARTY UNDER THIS AGREEMENT, WHETHER ARISING IMANAGE UNDER OR RELATED TO 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 LIABILITYLIABILITY AND OTHERWISE, OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL NOT EXCEED THE AMOUNT GREATER OF (A) THE VALUE OF ALL PAYMENTS ACTUALLY RECEIVED AMOUNTS PAID BY NEOGOV FROM RESELLER IN CONNECTION WITH YOUR SERVICES IN CUSTOMER UNDER THIS AGREEMENT DURING THE 12 MONTH PERIOD MONTHS PRECEDING THE DATE OF THE EVENT INITIALLY GIVING ACT OR OMISSION ALLEGED TO GIVE RISE TO SUCH LIABILITY, OR (B) $50,000 USD. THE FOREGOING LIMITATION 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 APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. THE ESSENTIAL PURPOSE LIMITATIONS OF ANY LIMITED REMEDYLIABILITY PROVIDED FOR HEREIN WILL APPLY IN AGGREGATE TO CUSTOMER AND 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 FOR DAMAGES ARISING OUT TO THE EXTENT OF LIABILITY WHICH CANNOT BE LAWFULLY EXCLUDED NCIT’S GROSS NEGLIGENCE, BAD FAITH OR LIMITED, WILLFUL MISCONDUCT (EXCLUDING ANY ACTIONS OR LIABILITY FOR INFRINGEMENT INACTIONS OF LICENSEE AND ANY THIRD PARTY) AS FINALLY DETERMINED IN AN UNAPPEALED OR MISAPPROPRIATION NON-APPEALABLE ORDER BY A COURT OF NEOGOV INTELLECTUAL PROPERTY RIGHTSCOMPETENT JURISDICTION PURSUANT TO SECTION 15.11, THE TOTAL COLLECTIVE AGGREGATE LIABILITY OR OBLIGATION OF EITHER PARTY FOR ANY AND ALL CLAIMS AGAINST THE OTHER PARTY UNDER THIS AGREEMENT, WHETHER ARISING NCIT PARTIES UNDER OR RELATED TO IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTY, MISREPRESENTATIONS, INDEMNIFICATION OR ANY OTHER LEGAL OR EQUITABLE THEORYOTHERWISE, SHALL NOT EXCEED BE LIMITED TO THE AMOUNT OF ALL PAYMENTS ACTUALLY RECEIVED PAID TO NCIT BY NEOGOV FROM RESELLER LICENSEE IN CONNECTION WITH YOUR SERVICES LICENSING FEES UNDER THIS AGREEMENT IN THE PRECEDING 12 MONTH PERIOD PRECEDING THE DATE OF THE EVENT INITIALLY GIVING RISE TO SUCH LIABILITYMONTHS. THE FOREGOING LIMITATION 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 APPLIES NOTWITHSTANDING THE FAILURE OF THE ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE OF ANY LIMITED REMEDYPURPOSE.