Indemnification Limitations of Liability i) Cognigen shall indemnify, defend and hold CST harmless from and against any and all claims, demands, suits, judgments, losses or expenses, including reasonable attorney's fees resulting from any act and/or omission of Cognigen, its agents, servants or representatives while engaged in, or in connection with, the discharge or performance of the obligations to be done or performed by Cognigen hereunder or otherwise arising out of or related to the transactions contemplated hereby.
ii) CST will not be liable for consequential, incidental, special, punitive, exemplary or indirect loss or damages of any kind arising out of this Agreement or relating to the transactions contemplated hereby or any failure to perform its obligations hereunder even if CST was advised of the possibility of such damages. CST will have no liability to Cognigen for loss or damage to goodwill or for revenues or profits that might have been generated or earned under this Agreement but for the inability or failure of CST to perform its obligations hereunder or in the event of discontinuation or modification of Services or otherwise in connection with the transactions contemplated hereby, nor shall CST have liability for the cost or procurement of substitute Services.
iii) CST will have no liability for fraudulent activity or other inappropriate activities of End-Users, nor for the guaranty of any checks processed by CST.
iv) Cognigen agrees not to violate any FCC or other federal or state rules regarding Cognigen slamming or cramming. Cognigen agrees to fully and immediately reimburse, CST and the employees, officers, directors, partners, shareholders, successors, assigns and independent contractors of CST, for all claims, damages, liabilities or expense of any description (including but not limited to reasonable attorneys fees and costs) arising out of the violation by Cognigen or any of Cognigen's employees, agents or representatives of any applicable FCC and/or state rules regarding Cognigen slamming or cramming. Cognigen further agrees that Cognigen will not settle any such dispute or claim without consulting with CST and obtaining CST's prior written consent. Cognigen must also allow CST to participate in its own defense at Cognigen's expense.
v) Cognigen shall be solely and singularly responsible for payment of any commissions or other compensation owed to Cognigen's employees, agents or representatives. Nothing contained herein shall be construed to create any obligation by CST w...
Indemnification Limitations of Liability. Indemnification
Indemnification Limitations of Liability. Each Party (an “lndemnifying Party”) shall protect, defend, indemnify and hold harmless the other Party and such other Party's employees, directors and agents (each, an “Indemnitee”) from and against losses, damages, liabilities or expenses (including, without limitation, reasonable attorneys’ fees) resulting from any third party claims brought against any Indemnitees solely arising out of any material breach by the Indemnifying Party of this Agreement or the willful or grossly negligent failure of Indemnifying Party to comply with the applicable terms of HIPAA. The application of the foregoing indemnity is conditional upon the Indemnitee: (i) notifying lndemnifying Party in writing of any such claim promptly; (ii) providing reasonable cooperation; (iii) granting lndemnifying Party full authority to defend or settle the claim; and (iv) not making any settlement in respect of the claim or taking any action which may prejudice lndemnifying Party’s defense of the claim. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTIES FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL DAMAGES OR LOSS OF PROFITS ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY PART THEREOF, WHETHER OR NOT SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. EXCEPT FOR (I) ANY GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A PARTY OR (II) FOR THE INDEMNIFICATION OBLIGATIONS HEREUNDER, THE TOTAL LIABILITY OF EITHER PARTY TO THE OTHER PARTY OR TO ANY THIRD PARTY IN CONTRACT, TORT OR OTHERWISE UNDER THIS AGREEMENT, SHALL NOT EXCEED FOR EVERY EVENT OR SERIES OF CONNECTED EVENTS, THE AMOUNT OF FEES PAID BY COVERED ENTITY TO BUSINESS ASSOCIATE FOR BUSINESS ASSOCIATE’S PERFORMANCE OF SERVICES UNDER THE SERVICES AGREEMENT.
Indemnification Limitations of Liability. Indemnification
12.1. The Customer shall indemnify Supplier against claims, actions, proceedings, losses, damages, expenses and costs (including court costs and reasonable legal fees) arising out of or in connection with the Customer, its employees, independent contractors, or agents’s use of the Software, Documentation or services.
Indemnification Limitations of Liability. Client agrees to solely provide GRS services to their End Customers. This Agreement does not enable Client to sell GRS services to any other third party, who in turn may resell GRS services a second time to their own end customers. This is a one-step distribution agreement; if Client breaches this aspect of this Agreement in any way, GRS reserves the right to terminate this Agreement immediately, at its sole discretion If it is determined that the unlawful access to the GRS and Client’s systems is at the Client level, all IT and related support services are required to isolate, resolve, repair and secure the Client’s data and Float Account transactions will be undertaken, at Client’s expense. GRS shall undertake all required steps to help close off intruder access, work to cancel any fraudulent points issued or reward redemptions at the GRS supplier level and in general work to protect Client’s intellectual property. All costs related to resolving these issues shall be charged back to Client at GRS’ contracted IT rates. This policy is based on identifying the cause of the breach as being at the Client level. This breach could occur as a result of any number of scenarios including: exposing user credentials through malware or any other method thereby which would enable intruder access. Client additionally agrees to maintain a Cyber Insurance Policy which shall be in a sufficient amount to cover any Client liability or any breaches by the Client of this Agreement.
(a) Each Party will defend, indemnify and hold the other Party harmless from and against any and all third party claims, demands, actions, causes of action, judgments, recoveries, fines, penalties, interest, liabilities, fees, costs, expenses and other losses, including reasonable legal or attorneys’ fees and court costs (“Claims”) caused by or as a result of (i) a material breach of this Agreement, (ii) a violation of any laws or regulations, or (iii) any act or omission constituting gross negligence or wilful misconduct on the part of such Party, its employees or agents.
Indemnification Limitations of Liability. Consultant agrees to defend, indemnify and hold harmless Fxxxx, its officers, directors, agents and employees (collectively, “Fxxxx Indemnitees”) from and against any and all third party claims, actions, damages, costs, expenses (including reasonable attorneys’ fees), losses or liabilities of any nature incurred or asserted against the Fxxxx Indemnitees arising out of or related to (a) the negligence, fraud, or misconduct of Consultant, (b) any breach of warranty by Consultant, or (c) failure of Consultant to comply with the terms hereof. Neither Fxxxx nor its Affiliates, partners, agents, clients or its or their employees (including Fxxxx Indemnitees) shall be liable hereunder for any consequential or indirect loss or damage or any other special or incidental damages incurred or suffered by Consultant. The waiver and disclaimer of liability expressed herein shall survive termination or expiration of this Agreement, and shall apply whether in contract, equity, tort or otherwise, and shall extend to the Fxxxx Indemnitees, and the agents of Fxxxx, and their respective officers and employees.
Indemnification Limitations of Liability. Each Party shall indemnify, defend, and hold harmless the other party from and against any loss, liability, claim, or action (whether or not meritorious), to persons, property, or third parties (“Loss”), to the extent that such Loss (a) arises out of the breach of any of the warranties set forth in this Agreement; or (b) was caused by the negligence or intentional wrongdoing of the indemnifying party or its agents, subcontractors, or Affiliates. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY UNDER THIS AGREEMENT FOR ANY INDIRECT, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR INCIDENTAL DAMAGES.
Indemnification Limitations of Liability. If a Client terminates its agreement with EQ Care in connection with the provision of Services, Client and EQ Care shall collaborate to allow such Members to continue to benefit from the Services after such termination.
Indemnification Limitations of Liability. 10.1. With respect to any claims, losses, damages, liabilities or expenses (including reasonable attorneys' fees) ("Losses") incurred by JV, Lennox will indemnify and hold JV harmless from and against any Losses arising out of the acts or omissions of Lennox, or in connection with Lennox’s performance under this Agreement. With respect to any Losses incurred by Lennox or ADP, JV will indemnify and hold Lennox and ADP harmless from and against any Losses arising out of the acts or omissions of JV, or in connection with JV’s performance under this Agreement.
10.2. Except as provided for in Section 10.1, neither Party shall be liable to the other for any consequential, special, incidental, exemplary or punitive damages.
10.3. Except as provided for in Section 10.1, JV's sole liability to Lennox and its employees in connection with the Lennox Shared Services is limited to the payment of invoices for actual Lennox Shared Services rendered. Except as provided for in Section 10.1, Lennox’s sole liability to JV and its employees in connection with the JV Shared Services is limited to the payment of invoices for actual JV Shared Services rendered.
Indemnification Limitations of Liability. 6.1 Eclipse Corporation shall have the sole discretion and option to choose defend and/or settle, any claims, actions, allegations or proceedings against You to the extent arising out of or relating to misappropriation or infringement by the Software of any third party’s proprietary or intellectual property right (“Claims”), or the sole discretion and option to choose enter into any settlement amounts agreed by Eclipse Corporation; subject to the conditions that, You shall notify Eclipse Corporation promptly of any Claims against You, and You agree to permit Eclipse Corporation, at its sole discretion and option, to control the defense and settlement of such Claims and You agree to assist Eclipse Corporation, in defending or settling such Claims. Eclipse Corporation shall not be liable for any settlement amounts entered into by You without Eclipse Corporation’s prior written approval. If Eclipse Corporation has reason to believe that it would be subject to an injunction or continuing damages based on the Software, then Eclipse Corporation may (and if Eclipse Corporation or any of its customers or third party software suppliers is subject to an injunction or continuing damages based on the Software), then notwithstanding any other provision in this Agreement, Eclipse Corporation shall be entitled to either modify the Software to make it non-infringing and/or remove the misappropriated material, replace the Software or portion thereof with a service or materials that provide substantially the same functionality or information, or, if neither of the foregoing is commercially practicable, require You to cease using the Software and Eclipse may refund to You (a) a pro rata portion of any one (1) time fees (based on a three (3) year, straight-line depreciation schedule from the date of payment), and
