Common use of INDEMNITIES AND LIMITATION OF LIABILITY Clause in Contracts

INDEMNITIES AND LIMITATION OF LIABILITY. 16.1 SELLER AND BUYER MUTUALLY COVENANT TO PROTECT, DEFEND, INDEMNIFY AND HOLD EACH OTHER HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, SUITS, LOSSES, EXPENSES (INCLUDING WITHOUT LIMITATION, COSTS OF DEFENSE, ATTORNEY’S FEES AND INTEREST), DAMAGES, FINES, PENALTIES, CAUSES OF ACTION AND LIABILITIES OF EVERY TYPE AND CHARACTER, INCLUDING BUT NOT LIMITED TO PERSONAL INJURY OR DEATH TO ANY PERSON INCLUDING EMPLOYEES OF EITHER PARTY OR LOSS OR DAMAGE TO ANY PERSONAL OR REAL PROPERTY, CAUSED BY, ARISING OUT OF OR RESULTING FROM THE ACTS OR OMISSIONS OF NEGLIGENCE OR WILLFUL ACTS OF SUCH INDEMNIFYING PARTY, ITS OFFICERS, EMPLOYEES OR AGENTS WITH RESPECT TO THE PURCHASE AND SALE OF PRODUCT HEREUNDER. IN THE EVENT THE PARTIES ARE JOINTLY AND/OR CONCURRENTLY NEGLIGENT, EACH PARTY SHALL INDEMNIFY THE OTHER PARTY TO THE EXTENT OF ITS NEGLIGENT ACTS OR OMISSIONS OR WILLFUL ACTS. 16.2 IF PRODUCT IS DELIVERED ODORIZED, NOTWITHSTANDING ANYTHING IN THESE GENERAL TERMS AND CONDITIONS IS CONTRACT TO THE CONTRARY, UPON RECEIPT FROM SELLER OF DOCUMENTATION OF THE REQUIRED ODORIZATION, BUYER’S INDEMNIFICATION OBLIGATION UNDER THESE GENERAL TERMS AND CONDITIONS SHALL INCLUDE, AMONG ANY OTHER CLAIMS, THOSE COMPRISING OR ASSERTING LACK OF OR INADEQUATE WARNING MATERIALS, IMPROPER AMOUNTS, USE OR TYPE OF ODORANT, “ODORANT FADING,” LACK OF WARNING ON SUPPLEMENTAL WARNING SYSTEMS (SUCH AS GAS DETECTORS) AND IMPROPER TRAINING OR MONITORING OF BUYER’S WARNING OR TRAINING PROGRAMS RESPECTING ODORIZATION. IF BUYER DESIRES ANY PRODUCT DELIVERED HEREUNDER TO BE UNODORIZED, BUYER MUST FURNISH AN UNSTENCHED PRODUCT REQUEST TO SELLER ON A FORM ACCEPTABLE TO SELLER’S LEGAL DEPARTMENT. 16.3 EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY SHALL BE LIABLE FOR ANY PROSPECTIVE OR LOST PROFITS OR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES.

INDEMNITIES AND LIMITATION OF LIABILITY. 16.1 SELLER AND BUYER MUTUALLY COVENANT TO PROTECT(a) Licensee shall indemnify, DEFENDdefend and hold harmless RMA and its directors, INDEMNIFY AND HOLD EACH OTHER HARMLESS FROM AND AGAINST ANY AND ALL CLAIMSofficers, DEMANDSemployees and agents from and against any liability, SUITSclaim, LOSSESdamage, EXPENSES loss, cost or expense (INCLUDING WITHOUT LIMITATIONincluding legal fees) arising out of or relating to (i) any breach of Licensee’s representations, COSTS OF DEFENSEwarranties, ATTORNEY’S FEES AND INTERESTagreements, or covenants under this Agreement, (ii) Licensee’s use of the Data (including, without limitation, any claim that such use or the Licensee’s Products infringe a third party’s copyright or other intellectual property), DAMAGESand (iii) Licensee’s operations or business. (b) RMA shall indemnify and hold harmless Licensee from and against any claim, FINESdamage or loss arising out of or relating solely to any breach of RMA’s representations, PENALTIESwarranties or covenants under this Agreement. (c) RMA WARRANTS THAT THE DATA HAS BEEN OBTAINED FROM OR IS BASED UPON SOURCES BELIEVED BY RMA TO BE RELIABLE, CAUSES BUT MAKES NO WARRANTY AS TO ITS ACCURACY OR COMPLETENESS. RMA WARRANTS THAT USE OF ACTION AND LIABILITIES THE DATA AS AUTHORIZED IN THIS AGREEMENT DOES NOT VIOLATE THE COPYRIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF EVERY TYPE AND CHARACTER, INCLUDING BUT NOT LIMITED TO PERSONAL INJURY OR DEATH TO ANY PERSON INCLUDING EMPLOYEES OF EITHER PARTY OR LOSS OR DAMAGE TO ANY PERSONAL OR REAL PROPERTY, CAUSED BY, ARISING OUT OF OR RESULTING FROM OTHERS. RMA SUPPLIES THE ACTS OR OMISSIONS OF NEGLIGENCE OR WILLFUL ACTS OF SUCH INDEMNIFYING PARTY, ITS OFFICERS, EMPLOYEES OR AGENTS WITH RESPECT TO THE PURCHASE AND SALE OF PRODUCT HEREUNDER. INFORMATION CONTAINED IN THE EVENT ANNUAL STATEMENT STUDIES® DATABASE WITHOUT ANY OTHER WARRANTY ON THE PARTIES ARE JOINTLY AND/UNDERSTANDING THAT LICENSEE OR CONCURRENTLY NEGLIGENT, EACH PARTY SHALL INDEMNIFY THE ANY OTHER PARTY TO THE EXTENT OF ITS NEGLIGENT PERSON WHO ACTS UPON IT OR OMISSIONS OR WILLFUL ACTSOTHERWISE CHANGES POSITION IN RELIANCE THEREON DOES SO ENTIRELY AT SUCH PERSON’S OWN RISK. 16.2 IF PRODUCT IS DELIVERED ODORIZED, (d) NOTWITHSTANDING ANYTHING IN THESE GENERAL TERMS AND CONDITIONS IS CONTRACT THIS AGREEMENT TO THE CONTRARY, UPON RECEIPT (i) IN NO EVENT SHALL RMA’S AGGREGATE LIABILITIES AND OBLIGATIONS UNDER THIS AGREEMENT EXCEED THE TOTAL OF ALL AMOUNTS RECEIVED BY RMA FROM SELLER OR ON BEHALF OF DOCUMENTATION OF THE REQUIRED ODORIZATIONLICENSEE, BUYER’S INDEMNIFICATION OBLIGATION UNDER THESE GENERAL TERMS AND CONDITIONS (ii) RMA SHALL INCLUDE, AMONG ANY OTHER CLAIMS, THOSE COMPRISING OR ASSERTING LACK OF OR INADEQUATE WARNING MATERIALS, IMPROPER AMOUNTS, USE OR TYPE OF ODORANT, “ODORANT FADING,” LACK OF WARNING ON SUPPLEMENTAL WARNING SYSTEMS (SUCH AS GAS DETECTORS) AND IMPROPER TRAINING OR MONITORING OF BUYER’S WARNING OR TRAINING PROGRAMS RESPECTING ODORIZATION. IF BUYER DESIRES ANY PRODUCT DELIVERED HEREUNDER TO BE UNODORIZED, BUYER MUST FURNISH AN UNSTENCHED PRODUCT REQUEST TO SELLER ON A FORM ACCEPTABLE TO SELLER’S LEGAL DEPARTMENT. 16.3 EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY SHALL NOT BE LIABLE FOR ANY PROSPECTIVE OR LOST PROFITS OR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE CONSEQUENTIAL OR EXEMPLARY DAMAGESOTHER INDIRECT LOSSES OR DAMAGES WHATSOEVER.

INDEMNITIES AND LIMITATION OF LIABILITY. 16.1 SELLER Each party covenants, represents and warrants to the other that it has the right to enter into this Agreement, and to grant the licenses in Article 6. LANDSCAPE MANAGEMENT NETWORK, ITS AFFILIATES, AND BUYER MUTUALLY COVENANT ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE LMN, GREENIUS OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, (B) THE LMN, GREENIUS, SERVICES OR DOWNLOADABLE CONTENT WILL MEET THE REQUIREMENTS OR EXPECTATIONS OF SUBSCRIBER OR USER, (C) ALL ERRORS OR DEFECTS IN THE LMN, GREENIUS, SERVICES OR ANY DOWNLOADABLE CONTENT CAN OR WILL BE CORRECTED, OR (D) THE LMN, GREENIUS. SERVICES, ANY DOWNLOADABLE CONTENT, OR THE SERVER(S) THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, OF MERCHANTABLE QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, ARE DISCLAIMED TO PROTECTTHE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY LANDSCAPE MANAGEMENT NETWORK, DEFENDITS AFFILIATES, INDEMNIFY AND HOLD EACH OTHER HARMLESS FROM ITS LICENSORS. LANDSCAPE MANAGEMENT NETWORK, ITS AFFILIATES OR THEIR REPRESENTATIVES SHALL NOT HAVE ANY RESPONSIBILITY FOR THE ACCURACY, QUALITY, INTEGRITY, LEGALITY, RELIABILITY, APPROPRIATENESS OF THE DOWNLOADABLE CONTENT OR THE USER GENERATED CONTENT. THE SUBSCRIBER ACKNOWLEDGES AND AGAINST AGREES THAT THE DOWNLOADABLE CONTENT IS NOT A SUBSTITUTE FOR PROFESSIONAL ADVICE, AND THEREFORE RELIES ON THE DOWNLOADABLE CONTENT ENTIRELY AT ITS OWN RISK. LANDSCAPE MANAGEMENT NETWORK, ITS AFFILIATES OR THEIR REPRESENTATIVES SHALL NOT BE RESPONSIBLE OR LIABLE FOR THE DELETION, CORRECTION, DESTRUCTION, DAMAGE, LOSS OF ANY AND ALL CLAIMSUSER GENERATED CONTENT CAUSED BY SUBSCRIBER OR ANY USER, DEMANDSFOR THEIR FAILURE TO STORE ANY USER GENERATED CONTENT, SUITSOR FOR THEIR MISUSE OF THE LMN OR GREENIUS. LANDSCAPE MANAGEMENT NETWORK, LOSSESITS AFFILIATES OR THEIR REPRESENTATIVES SHALL NOT BE LIABLE TO SUBSCRIBER, EXPENSES ITS AFFILIATES OR USERS FOR ANY DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATIONLIMITATION LOSS OF PROFITS OR OTHER ECONOMIC LOSS, COSTS OF DEFENSEOR ANY DIRECT, ATTORNEY’S FEES AND INTEREST)INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, FINES, PENALTIES, CAUSES EVEN IF IT HAS BEEN ADVISED OF ACTION AND LIABILITIES THE POSSIBILITY OF EVERY TYPE AND CHARACTER, INCLUDING BUT SUCH DAMAGES). THIS LIMITATION SHALL NOT LIMITED APPLY TO PERSONAL INJURY OR DEATH TO ANY PERSON INCLUDING EMPLOYEES OF EITHER PARTY OR LOSS OR DAMAGE TO ANY PERSONAL OR REAL PROPERTY, CAUSED BY, DAMAGES FOR CLAIMS ARISING OUT OF A DELIBERATE DISCLOSURE OF CONFIDENTIAL INFORMATION BY LANDSCAPE MANAGEMENT NETWORK. THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION SHALL APPLY REGARDLESS OF WHETHER ANY ACTION IS BROUGHT IN CONTRACT OR RESULTING FROM THE ACTS IN TORT, (INCLUDING BREACH OF WARRANTY, NEGLIGENCE AND STRICT LIABILITY), INDEMNITY, OR OMISSIONS OF NEGLIGENCE OR WILLFUL ACTS OF SUCH INDEMNIFYING PARTY, ITS OFFICERS, EMPLOYEES OR AGENTS WITH RESPECT TO THE PURCHASE AND SALE OF PRODUCT HEREUNDER. IN THE EVENT THE PARTIES ARE JOINTLY FUNDAMENTAL BREACH AND/OR CONCURRENTLY NEGLIGENTFAILURE OF ESSENTIAL PURPOSE OF THIS AGREEMENT OR OF ANY REMEDY CONTAINED HEREIN AND SHALL SURVIVE THE EXPIRATION, EACH PARTY SHALL INDEMNIFY THE OTHER PARTY TO THE EXTENT TERMINATION OR REPUDIATION OF ITS NEGLIGENT ACTS OR OMISSIONS OR WILLFUL ACTSTHIS AGREEMENT. Subscriber shall indemnify, defend and hold Landscape Management Network, its affiliates, and its and their officers, directors, employees, agents, suppliers and Representatives harmless from any and all suits, actions or claims against Landscape Management Network by a third party arising from a breach of its warranty under section 8.1, or charging that the User Generated Content infringes any trade-xxxx or copyright in Canada or the United States of America or constitutes an illegal disclosure of the confidential information of a third party, provided that Subscriber is notified promptly in writing, has the exclusive right to control such defense, and, at its request and expense, is given authority and assistance by Landscape Management Network reasonably required for such defense. Subscriber and Landscape Management Network hereby waive a jury trial in any suit, action or claim arising from or in connection to this Agreement, where applicable. 16.2 IF PRODUCT IS DELIVERED ODORIZED, NOTWITHSTANDING ANYTHING IN THESE GENERAL TERMS AND CONDITIONS IS CONTRACT TO THE CONTRARY, UPON RECEIPT FROM SELLER OF DOCUMENTATION OF THE REQUIRED ODORIZATION, BUYER’S INDEMNIFICATION OBLIGATION UNDER THESE GENERAL TERMS AND CONDITIONS SHALL INCLUDE, AMONG ANY OTHER CLAIMS, THOSE COMPRISING OR ASSERTING LACK OF OR INADEQUATE WARNING MATERIALS, IMPROPER AMOUNTS, USE OR TYPE OF ODORANT, “ODORANT FADING,” LACK OF WARNING ON SUPPLEMENTAL WARNING SYSTEMS (SUCH AS GAS DETECTORS) AND IMPROPER TRAINING OR MONITORING OF BUYER’S WARNING OR TRAINING PROGRAMS RESPECTING ODORIZATION. IF BUYER DESIRES ANY PRODUCT DELIVERED HEREUNDER TO BE UNODORIZED, BUYER MUST FURNISH AN UNSTENCHED PRODUCT REQUEST TO SELLER ON A FORM ACCEPTABLE TO SELLER’S LEGAL DEPARTMENT. 16.3 EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY SHALL BE LIABLE FOR ANY PROSPECTIVE OR LOST PROFITS OR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES.