Common use of DISCLAIMERS; LIMITATIONS ON LIABILITY Clause in Contracts

DISCLAIMERS; LIMITATIONS ON LIABILITY. (a) THE LICENSED RECIPES ARE PROVIDED ON AN “AS IS” BASIS, WITH ALL FAULTS. LICENSOR DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR OTHERWISE, WITH RESPECT TO THE LICENSED RECIPES INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTIES OF TITLE OR NON-INFRINGEMENT, OR ANY WARRANTIES THAT MAY ARISE FROM USAGE OF TRADE OR COURSE OF DEALING. LICENSOR EXPRESSLY DISCLAIMS ANY WARRANTIES NOT EXPRESSLY STATED HEREIN. (b) IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES (INCLUDING INTERRUPTION OF SERVICE, LOSS OF DATA, LOSS OF REVENUE OR PROFIT, OR LOSS OF TIME OR BUSINESS) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE LICENSED RECIPES, WHETHER LIABILITY IS ASSERTED IN CONTRACT OR IN TORT (INCLUDING STRICT LIABILITY, PRODUCTS LIABILITY OR NEGLIGENCE) OR OTHERWISE AND REGARDLESS OF WHETHER LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (c) LICENSEE AGREES THAT LICENSOR’S TOTAL LIABILITY FOR DAMAGES FOR ANY CAUSE(S) WHATSOEVER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE LICENSED RECIPES, AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT (INCLUDING STRICT LIABILITY, PRODUCTS LIABILITY OR NEGLIGENCE) OR OTHERWISE, SHALL BE LIMITED TO THE TOTAL AMOUNT OF TEN DOLLARS (US$10.00).

Appears in 1 contract

Samples: Recipe License Agreement (Chuy's Holdings, Inc.)

AutoNDA by SimpleDocs

DISCLAIMERS; LIMITATIONS ON LIABILITY. 10.1 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY ORDER FORM, XXXXXX MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE, OR ANY OTHER PRODUCTS OR SERVICES PROVIDED IN CONNECTION WITH THIS AGREEMENT (a) OR THE LICENSED RECIPES RESULTS TO BE OBTAINED BY THE USE THEREOF), AND EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF ORIGINALITY, ACCURACY, ADEQUACY, COMPLETENESS, TIMELINESS, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. CLIENT ASSUMES THE RISK OF ANY USE IT MAKES OF THE SERVICE AND/OR ANY DATA DELIVERED AS PART OF THE SERVICE OR DERIVED FROM THE SERVICE AND FOR CONCLUSIONS DRAWN FROM SUCH USE. THE SOFTWARE AND THE XXXXXX PLATFORM ARE PROVIDED TO CLIENT (AND EACH AUTHORIZED USER) ON AN “AS IS” BASIS, WITH ALL FAULTS. LICENSOR ; XXXXXX DOES NOT MAKEWARRANT THAT CLIENT’S USE OF THE XXXXXX PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT THE XXXXXX PLATFORM OR THE INFORMATION OBTAINED BY CLIENT THROUGH THE XXXXXX PLATFORM WILL MEET CLIENT’S REQUIREMENTS; AND XXXXXX SHALL HAVE NO RESPONSIBILITY FOR ANY DELAYS, AND EXPRESSLY DISCLAIMS, ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR OTHERWISE, WITH RESPECT TO THE LICENSED RECIPES INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSEDELIVERY FAILURES, OR ANY WARRANTIES OTHER LOSS OR DAMAGE RESULTING FROM OR RELATING TO THE TRANSFER OF TITLE OR NON-INFRINGEMENTDATA OVER COMMUNICATIONS NETWORKS AND FACILITIES, INCLUDING, WITHOUT LIMITATION, THE INTERNET, AND CLIENT ACKNOWLEDGES THAT THE PROVISION OF THE XXXXXX PLATFORM MAY BE SUBJECT TO LIMITATIONS, DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS NETWORKS AND FACILITIES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR ANY WARRANTIES THAT MAY ARISE FROM USAGE OF TRADE OR COURSE OF DEALING. LICENSOR EXPRESSLY DISCLAIMS ANY WARRANTIES NOT EXPRESSLY STATED HEREIN. (b) ORDER FORM, IN NO EVENT WILL LICENSOR SHALL XXXXXX BE LIABLE FOR ANY INDIRECTLOST PROFITS OR INDIRECT DAMAGES, CONSEQUENTIALINCLUDING, INCIDENTALWITHOUT LIMITATION, SPECIAL OR PUNITIVE DAMAGES (INCLUDING INTERRUPTION OF SERVICEANY LOST SAVINGS, LOSS OF DATA, LOSS OF REVENUE USE, COSTS OF ANY REPLACEMENT OF THE SERVICE OR PROFIT, OTHER INCIDENTAL OR LOSS OF TIME OR BUSINESS) CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE LICENSED RECIPESINABILITY OF CLIENT TO USE THE SERVICE, WHETHER LIABILITY IS ASSERTED IN CONTRACT OR IN TORT (INCLUDING STRICT LIABILITY, PRODUCTS LIABILITY OR NEGLIGENCE) OR OTHERWISE AND REGARDLESS OF WHETHER LICENSOR THE FORM OF ACTION, EVEN IF XXXXXX HAS BEEN ADVISED OF OR OTHERWISE MIGHT HAVE ANTICIPATED THE POSSIBILITY OF SUCH DAMAGES. 10.2 Client acknowledges that the Services do not constitute legal advice, the practice of medicine advice or services for which a professional license could be required, and that personnel of Elayne are not legal staff, medical staff or accountants. 10.3 Xxxxxx shall have no liability to Client for claims which are made by Client in connection with any Order Form more than two (c2) LICENSEE AGREES THAT LICENSOR’S TOTAL LIABILITY FOR DAMAGES FOR ANY CAUSE(Syears after the first to occur of (i) WHATSOEVER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE LICENSED RECIPESthe date of termination or expiration of the relevant Order Form in respect of which the claim arose and (ii) the end of the relevant statute of limitations period. 10.4 Client acknowledges that Xxxxxx has set its prices and entered into this Agreement in reliance upon the limitations of liability and the disclaimers of warranties set forth herein and in any Order Form, AND REGARDLESS OF THE FORM OF ACTIONand that such limitations and disclaimers form an essential basis of the bargain between the Parties. To the extent permitted under applicable law, WHETHER IN CONTRACT OR IN TORT (INCLUDING STRICT LIABILITY, PRODUCTS LIABILITY OR NEGLIGENCE) OR OTHERWISE, SHALL BE LIMITED TO THE TOTAL AMOUNT OF TEN DOLLARS (US$10.00)Xxxxxx’s maximum aggregate liability in respect of all claims made against Xxxxxx arising out of or in connection with Services delivered pursuant to an Order Form or Service Attachment shall not exceed the amounts payable by Client under the respective Order Form or Service Attachment with respect to the most recent 12-month period. 10.5 Nothing in this Section 10 shall exclude or limit Xxxxxx’s liability to the extent it cannot be limited or excluded by applicable law. All limitations of liability and other disclaimers in this Agreement in favor of Xxxxxx also shall be deemed to be in favor of its Affiliates.

Appears in 1 contract

Samples: Master Services Agreement

DISCLAIMERS; LIMITATIONS ON LIABILITY. (a) THE LICENSED RECIPES MANAGEMENT SYSTEMS ARE PROVIDED ON AN “AS IS” BASIS, WITH ALL FAULTS. LICENSOR DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR OTHERWISE, WITH RESPECT TO THE LICENSED RECIPES MANAGEMENT SYSTEMS INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTIES OF TITLE OR NON-INFRINGEMENT, OR ANY WARRANTIES THAT MAY ARISE FROM USAGE OF TRADE OR COURSE OF DEALING. MOREOVER, AND WITHOUT LIMITING THE FOREGOING, LICENSOR DOES NOT WARRANT THAT THE LICENSED MANAGEMENT SYSTEMS WILL BE UNINTERRUPTED OR ERROR-FREE NOR DOES LICENSOR WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE LICENSED MANAGEMENT SYSTEMS. LICENSOR EXPRESSLY DISCLAIMS ANY WARRANTIES NOT EXPRESSLY STATED HEREIN. (b) IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES (INCLUDING INTERRUPTION OF SERVICE, LOSS OF DATA, LOSS OF REVENUE OR PROFIT, OR LOSS OF TIME OR BUSINESS) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE LICENSED RECIPESMANAGEMENT SYSTEMS, WHETHER LIABILITY IS ASSERTED IN CONTRACT OR IN TORT (INCLUDING STRICT LIABILITY, PRODUCTS LIABILITY OR NEGLIGENCE) OR OTHERWISE AND REGARDLESS OF WHETHER LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (c) LICENSEE AGREES THAT LICENSOR’S TOTAL LIABILITY FOR DAMAGES FOR ANY CAUSE(S) WHATSOEVER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE LICENSED RECIPESMANAGEMENT SYSTEMS, AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT (INCLUDING STRICT LIABILITY, PRODUCTS LIABILITY OR NEGLIGENCE) OR OTHERWISE, SHALL BE LIMITED TO THE TOTAL AMOUNT OF TEN DOLLARS (US$10.00).

Appears in 1 contract

Samples: Management System License Agreement (Chuy's Holdings, Inc.)

AutoNDA by SimpleDocs

DISCLAIMERS; LIMITATIONS ON LIABILITY. (a) TO THE LICENSED RECIPES ARE PROVIDED ON AN “FULLEST EXTENT ALLOWED BY LAW, GODOCS IS PROVIDING THE GODOCS SERVICES, INCLUDING, WITHOUT LIMITATION, THE GODOCS SOFTWARE, "AS IS” BASIS" AND SPECIFICALLY DISCLAIMS ALL WARRANTIES OR LIABILITIES OTHER THAN THOSE EXPRESSLY SET FORTH IN THESE TERMS. WITHOUT LIMITING THE FOREGOING, NO ORAL OR WRITTEN INFORMATION OR GUIDANCE GIVEN BY GODOCS, ITS AGENTS, OR EMPLOYEES SHALL CREATE A WARRANTY. ACCORDINGLY, GODOCS SHALL HAVE NO LIABILITY IN CONNECTION WITH ALL FAULTSTHE PROVISION OF SOFTWARE, DOCUMENTS, OR SERVICES EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS. LICENSOR DUE TO THE NATURE OF THE INTERNET, GODOCS DOES NOT MAKEWARRANT THAT ACCESS TO THE GODOCS SERVICES, INCLUDING, WITHOUT LIMITATION, THE GODOCS SOFTWARE, WILL BE UNINTERRUPTED OR ERROR FREE. CUSTOMER (AND EXPRESSLY DISCLAIMSLENDER IF OTHER THAN CUSTOMER) SHALL OBTAIN A LENDER'S POLICY OF TITLE INSURANCE INSURING THE VALIDITY AND PRIORITY OF ITS LIEN IN EVERY LOAN TRANSACTION AND THE TITLE INSURER SHALL HAVE PRIMARY LIABILITY IN THE EVENT OF ANY MATTER COVERED BY SUCH TITLE INSURANCE POLICY. GODOCS SHALL HAVE NO CONCERN, ANY AND ALL WARRANTIESLIABILITY, WHETHER EXPRESS, IMPLIED OR OTHERWISE, RESPONSIBILITY WITH RESPECT TO CUSTOMER'S OR ANY LENDER'S COMPLIANCE OR NONCOMPLIANCE GENERALLY OR IN ANY TRANSACTION WITH: (I) ANY USURY LAWS, HIGH-COST OR HIGH-RISK MORTGAGE LAWS OR OTHER LAWS REGULATING THE LICENSED RECIPES INCLUDING AMOUNT OF INTEREST, PREPAYMENT PREMIUMS, LATE CHARGES OR OTHER CHARGES THAT MAY BE LAWFULLY COLLECTED; (II) ANY IMPLIED WARRANTIES OF MERCHANTABILITY LEGAL, LICENSING OR FITNESS FOR A PARTICULAR PURPOSEREGULATORY RESTRICTIONS, REGISTRATIONS OR QUALIFICATION REQUIREMENTS APPLICABLE TO CUSTOMER'S LENDING BUSINESS, OR THE USE OF THE GODOCS SERVICES, INCLUDING, WITHOUT LIMITATION, THE GODOCS SOFTWARE, IN CONNECTION THEREWITH AND ANY WARRANTIES OF TITLE LENDING TRANSACTION RELATED THERETO, OR TO ANY LENDER, INVESTOR OR BORROWER IN ANY TRANSACTION; (III) ANY RESPA-TILA, TRUTH-IN-LENDING, DISCLOSURE OR OTHER CONSUMER PROTECTION LAWS APPLICABLE TO CONSUMER OR NON-INFRINGEMENTBUSINESS PURPOSE TRANSACTIONS; (IV) ANY STATE "UNAUTHORIZED PRACTICE OF LAW" STATUTES OR OTHER STATUTES REQUIRING THAT LOCAL LEGAL COUNSEL BE RETAINED IN CONNECTION WITH THE PREPARATION OF LOAN DOCUMENTS, OR (V) ANY WARRANTIES THAT MAY ARISE FROM USAGE OF TRADE LEGAL OR COURSE OF DEALINGREGULATORY RESTRICTIONS AS TO WHETHER CUSTOMER (OR LENDER IF OTHER THAN CUSTOMER) IS PERMITTED TO PASS THROUGH THE COMPANY’S DOCUMENT PREPARATION CHARGES TO THEIR BORROWERS. LICENSOR EXPRESSLY DISCLAIMS ANY WARRANTIES NOT EXPRESSLY STATED HEREIN. (b) IN GODOCS SHALL HAVE NO EVENT WILL LICENSOR BE LIABLE FOR ANY INDIRECTCONCERN, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES (INCLUDING INTERRUPTION OF SERVICE, LOSS OF DATA, LOSS OF REVENUE OR PROFITLIABILITY, OR RESPONSIBILITY WITH RESPECT TO ANY LEGAL DEFICIENCY, UNENFORCEABILITY, ERROR, INCONSISTENCY, AMBIGUITY, DAMAGE OR LOSS WHICH IS, DIRECTLY OR INDIRECTLY, RELATED TO (A) ANY CHANGES OR ADDITIONS TO OR DEVIATIONS FROM GODOCS STANDARD DOCUMENT PROVISIONS OR PROCESSES REQUESTED BY CUSTOMER (INCLUDING, WITHOUT LIMITATION, ANY CHANGES, ADDITIONS, OR DEVIATIONS REFLECTED IN ANY APPROVED PROOF DOCUMENT AS DESCRIBED IN SECTION H OF TIME THESE TERMS OR BUSINESSIN ANY SOFTWARE VALIDATION PROMPT/PROCESS), OR (B) ARISING OUT ANY CUSTOM OR CUSTOMER-SUPPLIED LANGUAGE FURNISHED BY CUSTOMER OR ANY LENDER FOR INCLUSION IN CUSTOMER'S OR SUCH LENDER'S DOCUMENT PACKAGES. CUSTOMER AND XXXXXX SHALL INDEMNIFY AND HOLD HARMLESS GODOCS FROM ANY LOSS, DAMAGE, EXPENSE, OR LIABILITY, INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES AND COSTS, INCURRED BY GODOCS AS A RESULT OF OR RELATING TO THIS AGREEMENT OR THE LICENSED RECIPESMATTERS DESCRIBED IN CLAUSES (I) TO (V) ABOVE, WHETHER LIABILITY IS ASSERTED IN CONTRACT OR IN TORT AND CLAUSES (INCLUDING STRICT LIABILITY, PRODUCTS LIABILITY OR NEGLIGENCEA) OR OTHERWISE AND REGARDLESS OF WHETHER LICENSOR HAS BEEN ADVISED (B) OF THE POSSIBILITY PRECEDING SENTENCE. CUSTOMER SHALL BE RESPONSIBLE FOR RETAINING LOCAL COUNSEL AS REQUIRED BY THE LAWS OF SUCH DAMAGES. (c) LICENSEE AGREES THAT LICENSOR’S TOTAL LIABILITY FOR DAMAGES FOR THE JURISDICTION WHERE THE SECURITY PROPERTY IS LOCATED IN ORDER TO FINALIZE ANY CAUSE(S) WHATSOEVER ARISING OUT DOCUMENTS WHICH, UNDER THE LAWS OF OR RELATING TO THIS AGREEMENT OR THE PROPERTY JURISDICTION, MUST BE PREPARED BY LEGAL COUNSEL LICENSED RECIPESIN THE PROPERTY JURISDICTION, AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT (INCLUDING STRICT LIABILITY, PRODUCTS LIABILITY OR NEGLIGENCE) OR OTHERWISE, ANY SUCH DOCUMENTS PREPARED BY GODOCS SHALL BE LIMITED CONSIDERED AS DRAFTS ONLY, TO BE REVIEWED, REVISED, AND SUPPLEMENTED AS NECESSARY BY LEGAL COUNSEL LICENSED IN THE TOTAL AMOUNT OF TEN DOLLARS (US$10.00).PROPERTY JURISDICTION. CUSTOMER REPRESENTS THAT ALL LOANS FOR WHICH LOAN DOCUMENT PREPARATION ORDERS ARE SUBMITTED SHALL BE

Appears in 1 contract

Samples: Terms and Conditions

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