Disclaimer of Warranty, Limitation of Liability and Indemnity Sample Clauses

Disclaimer of Warranty, Limitation of Liability and Indemnity. 10.1 OVERDRIVE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. OVERDRIVE NEITHER ASSUMES NOR AUTHORIZES ANY OTHER PERSON TO ASSUME FOR OVERDRIVE ANY OTHER LIABILITY IN CONNECTION WITH THE LICENSING OF THE DIGITAL CONTENT AND SDL SERVICE AND THEIR USE BY THE SCHOOL ACCOUNT AND/OR END USERS. 10.2 IN NO EVENT SHALL OVERDRIVE BE LIABLE TO SCHOOL ACCOUNT OR END USERS FOR ANY DAMAGES ARISING FROM OR RELATED TO FAILURE OR INTERRUPTION OF THE SDL SERVICE, OR FOR INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF OPPORTUNITY, LOSS OF USE, OR OTHER LOSS ARISING OUT OF OR IN CONNECTION WITH THE LICENSE, TRANSFER, OR USE OF THE SDL SERVICE. IN NO EVENT SHALL OVERDRIVE'S LIABILITY HEREUNDER EXCEED THE TOTAL AMOUNT RECEIVED BY OVERDRIVE FROM SCHOOL ACCOUNT UP TO THE TIME THE CAUSE OF ACTION GIVING RISE TO SUCH LIABILITY OCCURRED. SCHOOL ACCOUNT AGREES TO INDEMNIFY AND HOLD HARMLESS OVERDRIVE AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, BUSINESS PARTNERS, LICENSORS, AND LICENSEES FROM ANY DAMAGES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) ON ACCOUNT OF ANY CLAIM, SUIT, ACTION, DEMAND, OR PROCEEDING MADE OR BROUGHT AGAINST ANY SUCH PARTY, OR ON ACCOUNT OF THE INVESTIGATION, DEFENSE, OR SETTLEMENT THEREOF, ARISING IN CONNECTION WITH SCHOOL ACCOUNT’S USE AND/OR END USERS’ USE OF THE SDL SERVICE.
Sample 1Sample 2Sample 3See All (8)
AutoNDA by SimpleDocs
Disclaimer of Warranty, Limitation of Liability and Indemnity. In addition to, and not in limitation of, any other disclaimers, limitations of liability, and indemnities in this Agreement, the Bank makes no warranty of any kind, express or implied, including any implied warranty of merchantability or fitness for a particular purpose, the existence of any latent or patent defects, viruses, or the accuracy or freedom from error, of the data or the program used by or furnished to the Bank or to Customer by licensor or others, in connection with the Software or Service(s) provided to Customer under this Section 30 of the Agreement . Without limiting the generality of the foregoing, the Bank makes no representation or warranty, express or implied, against any infringement of any proprietary rights of any other party. Customer assumes the entire risk as to the quality and performance of the Software, the suitability of the Service, and with respect to any documentation. This paragraph shall survive the termination of this Agreement by either Customer or the Bank, and also limits the liability of any agent, employee or affiliate of the Bank. The Bank does not and cannot warrant that the Software will operate without errors, or that any or all Service(s) will be available and operational at all times. Nothing contained in this Agreement shall be deemed to relieve Customer of any liability, duty or obligation which may be imposed upon Customer by any federal, state or municipal laws, including without limitation, laws requiring Customer to maintain records regarding its business or employees or to withhold taxes or other deductions. Customer will indemnify and hold harmless the Bank, its licensors and providers of services, and their respective directors, officers, shareholders, employees and agents (each an “Indemnified Party”) from and against any third party suits, proceedings, claims, demands, causes of action, damages, liabilities, losses or expenses (including reasonable attorneys’ fees and other legal expenses) that result from or arise out of:
Sample 1Sample 2Sample 3See All (5)
Disclaimer of Warranty, Limitation of Liability and Indemnity a. Information Provided As Is
Sample 1Sample 2Sample 3See All (4)
Disclaimer of Warranty, Limitation of Liability and Indemnity. Neither FT nor any third-party provider of information endorses nor guarantees the accuracy, completeness, or usefulness of any content in the Subscription, nor their merchantability or fitness for any particular purpose nor that the delivery will be error-free or at a particular time. Neither party shall be held responsible or liable for any losses arising out of any delay or non- performance of any part of this Agreement due to any cause beyond the reasonable control of the party delayed or unable to perform any part of this Agreement. When a party’s delay or non-performance continues for a period of at least fifteen days, the other party may terminate this Agreement. Each library account agrees to indemnify and hold harmless DCA and its officers, employees, agents, business partners, licensors, and licensees from any damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) on account of any claim, suit, action, demand, or proceeding made or brought against any such party, or on account of the investigation, defense, or settlement thereof, arising in connection with the use of the xx.xxx service by the end user of such library account. The rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law. This agreement shall be governed by and construed in accordance with the laws of England and Wales and the parties submit to the exclusive jurisdiction of the English courts, provided that for the exclusive benefit of FT, FT retains the right to bring proceedings against Service Provider in the applicable courts of Service Provider’s place of business.
Sample 1Sample 2
Disclaimer of Warranty, Limitation of Liability and Indemnity. We make no warranty of any kind, express or implied, including any implied warranty of merchantability or fitness for a particular purpose, the existence of any latent or patent defects, viruses, or the accuracy or freedom from error, of the data or the program used by or furnished to the Bank or to you by licenser or others, in connection with the System or Service(s) provided to you under this Agreement. Without limiting the generality of the foregoing, the Bank makes no representation or warranty, express or implied, against any infringement of any proprietary rights of any other party. You assume the entire risk as to the quality and performance of the System, the suitability of the Service, and with respect to any documentation. This paragraph shall survive the termination of this Agreement by either you, the account holder, or the Bank, and also limits the liability of any agent, employee or affiliate of the Bank. We do not and cannot warrant that the System will operate without errors, or that any or all Service(s) will be available and operational at all times. The Bank agrees to be responsible only for performing the Service(s) expressly provided for in this Agreement and shall be responsible only for its actions or inactions for which the Bank has engaged in gross negligence or willful misconduct in performing those Service(s). The Bank will not be responsible for your acts or omissions and none of your employees or agents shall be considered agents of the Bank. You agree to defend, indemnify and hold the Bank harmless against any loss, liability or expense (including attorney's fees and expenses) resulting from or arising out of: (a) Any claim of any person that is the result of any act or omission by you or your employees or agents; (b) Any claims against the Bank from a third party resulting directly or indirectly under this Agreement where the Bank has acted in accordance with your instructions and/or within the terms of this Agreement; (c) Your negligence or breach of this Agreement (d) Your failure to provide the appropriate information for an instruction via the System; (e) Your failure to provide and maintain accurate information in this Agreement and Remote Deposit Capture Services Enrollment Form; and (f) Any breach by you of any representation or agreements made pursuant to or in this Agreement. You understand and agree that the Bank's liability and your sole and exclusive remedy for claims in connection with or arising out of this Agr...
Sample 1Sample 2
Disclaimer of Warranty, Limitation of Liability and Indemnity. 18.1 PSBC Information is provided without warranty of any kind including warranty of fitness for a particular purpose. PSBC does not warrant the accuracy or completeness of PSBC Information, or that access to PSBC Information will function without error, failure or interruption. 18.2 The Applicant acknowledges that the information in PSBC Information is not exhaustive and therefore cannot be relied upon as complete. 18.3 The Applicant agrees that PSBC Information and any other information received or otherwise obtained through this Agreement are to be used at the Applicant's own risk. 18.4 PSBC is not responsible for any loss or damage that may result from access to PSBC Information or delayed access to PSBC Information. 18.5 The Applicant shall not bring an action against PSBC for any loss or damage of any kind caused by any reason or purpose related to the release of, reliance on or use of PSBC Information. 18.6 The Applicant agrees to indemnify and save harmless PSBC and their employees, servants, directors, contractors and agents for any and all losses, expenses, costs including legal costs, and damages resulting directly or indirectly from the actions of: a) the Applicant, a Project Member or any other officers, employees, contractors, or agents of the Applicant; and b) any other Person who obtains access to PSBC Information either on or off the Applicant's premises, as a result of the Applicant's or a Project Member's negligence or failure to comply with the terms of this Agreement. This indemnification survives the termination of this Agreement and shall not detract in any way from any other rights or remedies which the PSBC may have under this Agreement or otherwise at law or in equity.
Sample 1Sample 2
Disclaimer of Warranty, Limitation of Liability and Indemnity. 10.1 OVERDRIVE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. OVERDRIVE NEITHER ASSUMES NOR AUTHORIZES ANY OTHER PERSON TO ASSUME FOR OVERDRIVE ANY OTHER LIABILITY IN CONNECTION WITH THE LICENSING OF THE DIGITAL CONTENT AND CDL SERVICE AND THEIR USE BY THE COLLEGE ACCOUNT AND/OR END USERS. 10.2 IN NO EVENT SHALL OVERDRIVE BE LIABLE TO COLLEGE ACCOUNT OR END USERS FOR ANY DAMAGES ARISING FROM OR RELATED TO FAILURE OR INTERRUPTION OF THE CDL SERVICE, OR FOR INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF OPPORTUNITY, LOSS OF USE, OR OTHER LOSS ARISING OUT OF OR IN CONNECTION WITH THE LICENSE, TRANSFER, OR USE OF THE CDL SERVICE. IN NO EVENT SHALL OVERDRIVE'S LIABILITY HEREUNDER EXCEED THE TOTAL AMOUNT RECEIVED BY OVERDRIVE FROM COLLEGE ACCOUNT UP TO THE TIME THE CAUSE OF ACTION GIVING RISE TO SUCH LIABILITY OCCURRED.
Sample 1
AutoNDA by SimpleDocs
Disclaimer of Warranty, Limitation of Liability and Indemnity. 9.1. REDeLEARN disclaims all warranties, express or implied, including, but not limited to, warranties of merchantability, title, noninfringement, or fitness for a particular purpose. REDeLEARN neither assumes nor authorises any other person to assume for REDeLEARN any other liability in connection with the licensing of the digital content and ERC Service and their use by the customer and/or end users. 9.2. In no event shall REDeLEARN be liable to Customer or End Users for any damages arising from or related to failure or interruption of the ERC Service, or for incidental, indirect or consequential damages, or for loss of opportunity, loss of use, or other loss arising out of or in connection with the licence, transfer or use of the ERC Service. In no event shall REDeLEARN's liability hereunder exceed the total amount received by REDeLEARN from customer up to the time the cause of action giving rise to such liability occurred. Customer agrees to indemnify and hold harmless REDeLEARNand its affiliates, officers, employees, agents, business partners, licensors and licencees from any damages, liabilities, costs and expenses (including reasonable lawyers' fees) on account of any claim, suit, action, demand or proceeding made or brought against any such party, or on account of the investigation, defence, or settlement thereof, arising in connection with School Account’s use and/or End Users’ use of the ERC Service.
Sample 1

Related to Disclaimer of Warranty, Limitation of Liability and Indemnity

  • Disclaimer of Warranty and Limitation of Liability THE SYSTEM AND ALL SYSTEM CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE”. CITIBANK DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, CONDITIONS, REPRESENTATIONS, OR OTHER TERMS (INCLUDING AS TO SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY OR MERCHANTABILITY), AS TO THE SYSTEM, THE SYSTEM CONTENT OR ANY OTHER MATTER, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. CITIBANK FURTHER DISCLAIMS ANY WARRANTY AS TO NON-INFRINGEMENT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, CITIBANK DISCLAIMS ANY OBLIGATION TO KEEP THE SYSTEM CONTENT OR INFORMATION AVAILABLE THROUGH THE SYSTEM UP-TO-DATE OR FREE OF ERRORS OR VIRUSES OR TO MAINTAIN UNINTERRUPTED SERVICE OR ACCESS. CITIBANK DOES NOT UNDERTAKE TO CORRECT OR NOTIFY YOU OF ANY ERROR IN THE SYSTEM CONTENT OR INFORMATION DISPLAYED THROUGH THE SYSTEM OF WHICH IT MAY BECOME AWARE AT ANY TIME OR TO NOTIFY YOU OF ANY CHANGES IN ANY SUCH SYSTEM CONTENT OR INFORMATION OR METHODOLOGIES INCORPORATED THEREIN. ALTHOUGH CITIBANK MAY SPECIFY THE HOURS OF OPERATION OF THE SYSTEM, CITIBANK MAY STOP PRODUCING OR UPDATING ALL OR ANY PART OF THE SYSTEM WITHOUT NOTICE. YOU ACKNOWLEDGE THAT ELECTRONIC ACCESS TO SYSTEMS THROUGH THE INTERNET OR OTHER NETWORKS, WHETHER PUBLIC OR PRIVATE, MAY NOT BE SECURE. CITIBANK DISCLAIMS ALL LIABILITY FOR ANY SECURITY BREACH THAT DOES NOT RESULT FROM CITIBANK’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. WHERE THE SYSTEM CONTAINS LINKS TO OTHER WEBSITES, THESE LINKS ARE MADE AVAILABLE ONLY AS A CONVENIENCE AND WITHOUT LIABILITY TO CITIBANK AND YOU USE THEM AT YOUR RISK. CITIBANK DOES NOT ENDORSE OR GUARANTEE ANY LINKED SITE, THE SITE SPONSOR OR THE SITE CONTENTS. EXCEPT AS PROVIDED IN SECTION 11, AND EXCEPT IN THE CASE OF WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER CITIBANK NOR ITS AFFILIATES, EMPLOYEES, AGENTS, LICENSORS OR THIRD PARTY INFORMATION OR SERVICE PROVIDERS SHALL BE LIABLE TO YOU, YOUR AFFILIATES, EMPLOYEES, AGENTS OR ANY THIRD PARTY FOR ANY LOSS OR DAMAGE, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL LOSS OR DAMAGES ARISING OUT OF, OR IN CONNECTION WITH, THE PROVISION OR USE OF (OR ANY INABILITY TO USE) THE SYSTEM AND SYSTEM CONTENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY THEREOF. WITHOUT LIMITING THE FOREGOING, CITIBANK MAY MAKE ERROR CORRECTIONS AND/OR REPROCESS AN AGREED TRANSACTION AT THE AGREED RATE, TO THE EXTENT POSSIBLE, AT NO ADDITIONAL CHARGE TO YOU. THIS IS YOUR SOLE REMEDY (AND CITIBANK’S SOLE LIABILITY) IN CONNECTION WITH ANY SUCH ERROR. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS LIMITING OR EXCLUDING LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OR FOR FRAUDULENT MISREPRESENTATION OR FOR ANY OTHER LIABILITY WHICH MAY NOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW.

  • Limitation of Liability and Indemnification State Street shall be held to a standard of reasonable care in carrying out its duties under this Agreement. State Street shall be responsible for the performance of only such duties as are set forth in this Agreement and, except as otherwise provided under Section XVI, shall have no responsibility for the actions or activities of any other party, including other service providers. State Street shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless caused by or resulting from the negligence, reckless misconduct, willful malfeasance or lack of good faith of State Street, its officers or employees and, in such event, such liability will be subject to the limitations set forth in Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless of the form of action, whether in contract (including negligence), strict liability, or otherwise and regardless of whether such damages are foreseeable. The Trust, or, if applicable, the relevant Portfolio, will indemnify and hold harmless State Street and its stockholders, directors, officers, employees, agents, and representatives (collectively, the “Trust Indemnified Persons”) for, and will pay to the Trust Indemnified Persons the amount of, any actual and direct damages, whether or not involving a third-party claim (collectively, the “Damages”), arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations of this Agreement, (ii) any act or omission by the Trust (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to State Street or any other Trust Indemnified Person. State Street will indemnify and hold harmless the Trust, and its respective shareholders, trustees, directors, officers, agents, and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person. The indemnification and limitation of liability contained herein shall survive the termination of this Agreement.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!