Common use of Exclusions and Limitations of Liability Clause in Contracts

Exclusions and Limitations of Liability. Subject to clause 13.1 above, and save as expressly and specifically provided in these Terms: (a) if you are a business (including anything entered by your employees) or a consumer, you assume sole responsibility for the accuracy and sufficiency of Your Data, and any results you obtain from the use of the Diode Charge Platform, and for conclusions drawn from such use. Diode shall have no liability for any loss damage caused by errors or omissions in any information (including Your Data), instructions you provide to Diode in connection with the Diode Charge Platform, or any actions taken by Diode at your direction; (b) if you are a business: (i) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the greatest extent permitted by applicable law, excluded from these Terms; (ii) the Diode Charge Platform and any associated documentation and other materials are provided to you on an "as is" basis; (iii) neither party shall under any circumstances whatever be liable to the other, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for: (A) any loss of profit, sales, revenue, or business; (B) loss of anticipated savings; (C) loss of or damage to goodwill; (D) loss of agreements or contracts; (E) loss of use or corruption of software, data or information; (F) any loss arising out of the lawful termination of these Terms or any decision not to renew its term; or (G) any loss that is an indirect or secondary consequence of any act or omission of the party in question; and (iv) the total liability of either party to the other in respect of all other loss or damage arising under or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed an amount equal to the aggregate sum of all fees paid and payable under these Terms. For the avoidance of doubt, your liability to pay the Charges (if any) shall not be subject to the cap under this clause 13.2(b)(iv); and (c) if you are a consumer: (i) Diode is not liable to you for business, as it is supplying goods and services to you for your domestic and private use. If you use Diode's goods and services for any commercial, business or re-sale purpose, Diode will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity; and (ii) the total liability of Diode to you, and you to Diode, in respect of all other loss or damage arising under or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed an amount equal to the aggregate sum of all fees paid and payable under these Terms.

Exclusions and Limitations of Liability. Subject a) Certain legislation, including the Australian Competition and Consumer Xxx 0000 (Cth) may impose or imply warranties, conditions, guarantees or other obligations which cannot be excluded, restricted or modified except to clause 13.1 abovea limited extent. This Agreement must be read subject to those statutory provisions. If those statutory provisions apply, and save as expressly and specifically provided notwithstanding any other provision of this Agreement, to the extent to which Good2Give is entitled to do so, Good2Give limits its liability in these Termsrespect of any claim to: i) in the case of goods, at Good2Give 's option: (a1) if you are a business (including anything entered by your employees) or a consumer, you assume sole responsibility for the accuracy and sufficiency of Your Data, and any results you obtain from the use replacement of the Diode Charge Platform, and for conclusions drawn from such use. Diode shall have no liability for any loss damage caused by errors goods or omissions in any information (including Your Data), instructions you provide to Diode in connection with the Diode Charge Platform, or any actions taken by Diode at your directionsupply of equivalent goods; (b2) if you are a businessthe repair of the goods; (3) the payment of the cost of replacing the goods or of acquiring equivalent goods; or (4) the payment of having the goods repaired, and ii) in the case of services, at Good2Give 's option: (i1) all warranties, representations, conditions and all other terms the supply of any kind whatsoever implied by statute or common law are, to the greatest services again; or (2) the payment of the cost of having the services supplied again. b) To the full extent permitted by applicable lawlaw and subject to a) above, excluded from these Terms; (ii) the Diode Charge Platform and any associated documentation and other materials are provided to you on an "as is" basis; (iii) neither party Good2Give shall not under any circumstances whatever be liable to the other, whether Charity in contract, tort (including negligence), breach of statutory duty, or otherwise, forrespect of: (Ai) any claim for any: loss of profit, sales, revenue, goodwill or business; (B) ; loss of anticipated savings; (C) loss of or corruption of, or damage to goodwill; (D) data; interruption to business, failure to realise anticipated savings; loss of agreements reputation; or contracts; (E) indirect, consequential, special, punitive or incidental loss of use or corruption of software, data or information; (F) any loss arising out of the lawful termination of these Terms or any decision not to renew its termdamage; or (Gii) any loss that is an indirect loss, costs or secondary consequence of any act damages arising from the negligence, wilful misconduct or omission fraud of the party in question; andCharity. (ivc) To the full extent permitted by law and subject to a) above, Good2Give’s total liability of either party to the other Charity in respect of all other loss losses, claims, costs or damage expenses arising under or in connection with these Termsthe Agreement, howsoever arising, shall not exceed the aggregate amount of Administration Costs paid by the Charity during the Term of this Agreement. d) Both parties warrant and represent that they have full capacity and authority to enter into and perform this Agreement. Otherwise, to the full extent permitted by law and subject to a) above, Good2Give excludes all representations, warranties, guarantees, terms and conditions, whether in contractexpress or implied (and including those implied or imposed by statute, tort (including negligencecustom, law or otherwise), breach of statutory duty, or otherwise, shall except as expressly set out in no circumstances exceed an amount equal this this Agreement. e) The Charity acknowledges and agrees that access to the aggregate sum Platform and the Administrative Support Functions is provided on an "as is", "as available" basis (which amongst other things depends on the availability of sufficient internet bandwidth and functioning network connections) and, accordingly, Good2Give does not warrant or guarantee that the Platform will be error-free or available at all fees paid and payable times. f) Nothing in this Agreement operates to exclude or restrict a party's liability for fraud. g) Nothing in this Agreement operates to represent that Good2Give is a collection agent on behalf of the Charity. h) Neither party will be liable for any delay in performing or failure to perform any of our obligations under these Terms. For the avoidance of doubt, your liability to pay the Charges (if any) shall not be subject this Agreement to the cap under this clause 13.2(b)(iv); and (c) if you are extent that such delay or failure is due to a consumer: (i) Diode is not liable Force Majeure Event. A party affected by a Force Majeure Event will be temporarily excused from performing its obligations for the resulting period of delay, provided that the delaying party promptly notifies the other party in writing of the reasons for the delay or failure to you for business, as it is supplying goods and services to you for your domestic and private use. If you use Diode's goods and services for any commercial, business or re-sale purpose, Diode will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity; and (ii) the total liability of Diode to you, and you to Diode, in respect of all other loss or damage arising under or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed an amount equal to the aggregate sum of all fees paid and payable under these Termsperform those obligations.

Exclusions and Limitations of Liability. Subject to clause 13.1 above, and save as expressly and specifically provided in these Terms: (a) if you are a business (including anything entered The Client acknowledges that some of the Mirus Data is supplied by your employees) or a consumer, you assume sole responsibility for third parties and Mirus does not guarantee the accuracy and sufficiency of Your Data, and any results you obtain from the use or validity of the Diode Charge Platform, and for conclusions drawn from such use. Diode shall have no liability for any loss damage caused by errors or omissions in any information (including Your Mirus Data), instructions you provide to Diode in connection with the Diode Charge Platform, or any actions taken by Diode at your direction;. (b) if you The Client understands that the Client is responsible for assessing the value of the information provided by Mirus and for the business decisions made, regardless of whether the decisions are based on the information and data supplied by Mirus. (c) Mirus does not exclude or limit the application of any provision of any statute (including the Competition and Consumer Xxx 0000 (Cth)) where to do so would contravene that statute or cause any part of this Agreement to be void. (d) Mirus excludes from this Agreement all conditions, warranties and terms implied by statute, general law or custom, except any implied condition or warranty the exclusion of which would contravene any statute or cause this clause to be void (“Non- excludable Condition”). (e) Mirus’s liability to the Client for a businessbreach of any express term of this Agreement or any Non-excludable Condition (other than one implied by the Competition and Consumer Xxx 0000 (Cth)) is limited, at Mirus’s option, to any one of supplying, replacing or repairing the goods or supplying again the services, in respect of which the breach occurred. Direct Business S:2125146_ S: 2125146_1 LMN (f) Mirus excludes all liability to the Client: (i) all warrantiesin any cause of action whatsoever for loss or damage arising out of or in connection with any lending decision made using information supplied by Mirus (whether or not supplied using the Mirus Data), representationsincluding without limitation, conditions lost profits and all other terms damage suffered as a result of claims by any kind whatsoever implied by statute third person, such as a customer or common law are, to the greatest extent permitted by applicable law, excluded from these TermsClient; (ii) in contract for consequential or indirect damages arising out of or in connection with the Diode Charge Platform Mirus Data, and this Agreement even if: (A) Mirus knew they were possible; or (B) they were otherwise foreseeable, including without limitation, lost profits and damage suffered as a result of claims by any associated documentation and other materials are provided to you on an "third person, such as is" basisa customer of the Client or End User; (iii) neither in negligence for acts or omissions of Mirus, its employees, agents and contractors arising out of or in connection with the Mirus Data and this Agreement; and (iv) in connection with the use by the Client or any third party shall under of any circumstances whatever be liable telephone number disclosed by Mirus to the otherClient as part of the Mirus Data that appears on the national Do Not Call Register. (g) The Client indemnifies Mirus in respect of any loss, claim, liability or expense incurred by Mirus (whether in contract, tort (including negligence), breach strict liability, statute or otherwise at all) resulting from the Client’s or End User’s use or possession of statutory duty, or otherwise, for:telephone numbers on the Do Not Call Register disclosed by Mirus to the Client as part of the Mirus Data. (Ah) any loss of profit, sales, revenue, or business; (B) loss of anticipated savings; (C) loss of or damage to goodwill; (D) loss of agreements or contracts; (E) loss of use or corruption of software, data or information; (F) any loss arising out Each indemnity in this Agreement is a continuing obligation of the lawful termination of these Terms or any decision not to renew its term; or (G) any loss that is an indirect or secondary consequence of any act or omission of the party in question; and (iv) the total liability of either party to the other in respect of all other loss or damage arising under or in connection with these Termsindemnifying party, whether in contractor not legal proceedings are instituted, tort (including negligence), breach and survives the termination or expiry of statutory duty, or otherwise, shall in no circumstances exceed an amount equal to the aggregate sum of all fees paid and payable under these Terms. For the avoidance of doubt, your liability to pay the Charges (if any) shall not be subject to the cap under this clause 13.2(b)(iv); and (c) if you are a consumer:Agreement. (i) Diode Each indemnity in this Agreement is not liable to you for businessan additional, as it is supplying goods separate and services to you for your domestic independent obligation of the indemnifying party and private use. If you use Diode's goods and services for no one indemnity limits the generality of any commercial, business or re-sale purpose, Diode will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity; andother indemnity (iij) The indemnities in this Agreement include legal costs on a solicitor client basis and damages and other compensation paid on the total liability advice of Diode legal advisers to you, and you to Diode, in respect of all other loss compromise or damage arising under or in connection with these Termssettle any claim, whether in contract, tort (including negligence), breach of statutory duty, between the parties or otherwise, shall in no circumstances exceed an amount equal to the aggregate sum of all fees paid and payable under these Termsanother person.