Indemnity and Limitation of Liability. (I) The MSO shall without any limitations as to time period or amounts keep and hold ZEEL and its Affiliates, officers, directors, employees and agents fully indemnified and harmless against all claims, suits, actions, proceedings, causes of action, damages, awards, liabilities, costs and/or expenses of any kind (including reasonable attorney’s fees) arising out of any misrepresentation or fraud committed by the MSO, or actual or threatened breach of any terms of this Agreement by the MSO (including but not limited to breach of any representation and warranty provided by the MSO to ZEEL).
(II) It is expressly understood and agreed between the Parties that ZEEL shall have no liability or obligation whatsoever under this Agreement, towards the MSO, the Subscribers or any other person or Governmental Authority, arising from and/or in respect of:
(a) any defect in any Equipment (including without limitation IRDs / Viewing Cards) attributable to or resulting from any unauthorized/improper use, tampering, negligence or failure to follow ZEEL's instruction, or any use of the Equipment with any apparatus or Equipment not authorized by ZEEL, in which event ZEEL shall not be under any obligation to provide MSO with any other Equipment;
(b) any inaction or default on the part of the MSO, its distributor or installer;
(c) any delay or failure in the performance of this Agreement caused by any reason or event beyond the control of ZEEL;
(d) deactivation, disconnection, interruption of the Zee Group Channels or termination of this Agreement by ZEEL in accordance with the terms of this Agreement for any reason whatsoever (including without limitation on account of non-payment of Subscription Fee by the MSO or on account of any other breach of this Agreement by the MSO); or
(e) failure on the part of the MSO to maintain the licenses and approvals required under applicable Law.
(III) The MSO undertakes that it shall be solely responsible for dealings with the Subscribers and shall be liable for any claims, actions, demands or proceedings by the Subscribers arising out of the actions or omissions of MSO. Nothing in this Agreement or the contract(s) executed between the Subscriber and the MSO or the operator or sub-operator shall entitle the Subscriber to receive the Zee Group Channels from ZEEL or create any direct relationship between the Subscriber and ZEEL.
(IV) ZEEL shall not be liable to the MSO, any Subscriber or to any other Person, whether under contract, tort or ot...
Indemnity and Limitation of Liability. BY AGREEING TO THESE TERMS AND CONDITIONS, YOU AGREE TO INDEMNIFY AND HOLD SPINTOUCH AND ITS OFFICERS, DIRECTORS, AGENTS, REPRESENTATIVES, EMPLOYEES, AND RESELLERS HARMLESS AS TO ALL CLAIMS AND/OR DEMANDS ARISING FROM YOUR USAGE OF RAPIDSCREEN. YOU EXPRESSLY AGREE THAT SPINTOUCH, RESELLER AND THEIR THIRD-PARTY SUPPLIERS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES RESULTING FROM USE OF RAPIDSCREEN. THE MAXIMUM LIABILITY OF EITHER SPINTOUCH AND/OR RESELLER UNDER THESE TERMS AND CONDITIONS IS LIMITED TO THE CUMULATIVE AMOUNT PAID BY CUSTOMER TO SPINTOUCH OR RESELLER FOR THE PURCHASE OF DEVICES AND THE PAYMENT OF SERVICE FEES DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO ANY CLAIM OR CAUSE OF ACTION. CUSTOMER ACKNOWLEDGES THAT PROCESSING AND ACCEPTANCE OF A RETURN BY SPINTOUCH WITH RESPECT TO A SINGLE DEVICE (OR AN ACCOMODATION WHEREIN SPINTOUCH AGREES TO PROCESS AND RETURN MULTIPLE DEVICES), AND THE FURNISHING BY SPINTOUCH OF THE PURCHASE PRICE PAID BY CUSTOMER LESS ANY RESTOCKING FEES AND/OR COSTS, OR ANY OTHER COMPENSATION, RELEASES SPINTOUCH OF ANY FURTHER OBLIGATION WITH RESPECT TO THE SAME. CUSTOMER AGREES AND ACCEPTS THE COMPENSATION OFFERED BY SPINTOUCH WITH RESPECT TO A DEVICE OR ACCOMODATION IS FINAL AND BINDING.
Indemnity and Limitation of Liability. 9.1 The Licensee hereby indemnifies, holds harmless and defends the University, its Board of Governors, officers, employees, faculty, students, invitees and agents against any and all claims (including all legal fees and disbursements incurred in association therewith) arising out of the exercise of any rights under this Agreement including, without limiting the generality of the foregoing, against any damages or losses, consequential or otherwise, arising from or out of the use of the Technology or any University Improvements or Products licensed under this Agreement by the Licensee or its sublicensees or their customers or end-users howsoever the same may arise.
9.2 Subject to Article 9.3, the University’s total liability, whether under the express or implied terms of this Agreement, in tort (including negligence), or at common law, for any loss or damage suffered by the Licensee, whether direct, indirect or special, or any other similar or like damage that may arise or does arise from any breaches of this Agreement by the University, its Board of Governors, officers, employees, faculty, students or agents, shall be limited to the amount CAN. $2,000, which amount may (at the University’s option) be satisfied by the University returning and transferring to the Licensee all of the UBC Shares in the Licensee then owned by the University (notwithstanding the University may have previously sold some of the UBC Shares).
9.3 In no event shall the University be liable for consequential or incidental damages arising from any breach or breaches of this Agreement.
9.4 No action, whether in contract or tort (including negligence), or otherwise arising out of or in connection with this Agreement, may be brought by the Licensee more than six months after the Licensee has notice of the cause of action occurring.
Indemnity and Limitation of Liability. The Exhibitor and TGE shall indemnify, defend and protect each other and hold each other harmless from any and all claims, demands, suits, liability damages, losses, costs, attorney's fees and expenses which might result or arise from gross negligence or willful misconduct in connection with either parties' participation in TGE or any actions of its officers, agents, employees, or other representatives, provided that (i) the indemnified party gives prompt notice of the claim to the other party; (ii) the indemnifying party has sole control over the defense of the claim, including any decision to settle; and (iii) the indemnified party provides the other party with all reasonable assistance therein. Except for gross negligence or willful misconduct, neither TGE, Exhibitor, any co-exhibitor, convention center or other exhibit space provider, nor any of their officers, agents, employees, facilities, other representatives, or assigns shall be liable for, and are hereby released from, any claims for damage, loss, harm, or injury to the person, property or business of the parties or any of its visitors, officers, agents, employees, or other representatives, resulting from theft, fire, earthquake, water, unavailability of the exhibition facility or intermediate staging facilities, accident, or any other reason in connection with TGE or any planning meetings, demonstrations, or staging. TGE shall not be responsible for the security of Exhibitor's equipment or its proprietary software or hardware information, and Exhibitor shall have full responsibility for any theft or other loss, including any subrogation claims by its insurer. It is the responsibility of the Exhibitor to maintain proper insurance coverage for its property and liability.
Indemnity and Limitation of Liability. To the extent permitted by law the Trustees jointly and severally undertake and agree to indemnify each Indemnified Person against all and any costs, claims, losses, expenses, damages and liabilities whatsoever (including without limitation legal costs and expenses) that may be incurred or suffered by any Indemnified Person however arising (other than by reason of fraud or dishonesty on the part of any Indemnified Person) in connection with the provision of the Services or the performance of the Agreement. The Administrator accepts this indemnity for itself and as trustee for each Indemnified Person. It should be noted that this clause 4 shall survive the expiry or termination of the Agreement. The Administrator’s liability to the Trustees in respect of anything done or omitted to be done by the Administrator under the Agreement shall be limited to the amount paid out in the relevant case by the professional liability insurance of the Administrator. If the insurer makes no payment under the insurance, the liability of the Administrator shall be limited to an amount which will not exceed three times the amount of fees (net of disbursements and VAT) paid to the Administrator for the Services during the twelve months prior to any such breach arising and in all circumstances, subject to a maximum liability of £40,000 provided that the Administrator does not exclude or restrict its liability for death or personal injury arising from the negligence of the Administrator or any Indemnified Person or for the Administrator’s liability arising as a result of fraud on the part of the Administrator or of any Indemnified Person. The Administrator shall not be liable for loss of profits or any indirect or consequential loss or damage arising from or in connection with the Services. The Administrator shall not be liable for any loss or damage arising from or in connection with any default or other act or omission on the part of any bank or other financial institution with which money has been deposited in connection with the Services or otherwise. Claims for loss or damage arising from or in connection with the Services can only be made against the Administrator and not against the other Indemnified Persons on a personal basis.
Indemnity and Limitation of Liability. 9.1. The SANBS shall have no obligations and/or responsibility to and in respect of any contractors appointed and /or third parties and the Service Provider hereby indemnifies the SANBS, its employees and agents against any claims whatsoever and howsoever arising out of this agreement.
9.2. The Service Provider’s total liability to SANBS shall be limited, in the aggregate, to, unless otherwise agreed upon to an amount equal 100% (one hundred percent) the total Fees payable and paid to the Service Provider.
9.3. In no event will either SANBS be liable for any direct, indirect, special or consequential damages, arising out of or relating to its breach of the Agreement, provided that if any special or consequential damages are included as part of a settlement or judgment against a SANBS hereto arising from a claim for which such SANBS is entitled to indemnification hereunder, such damages shall be limited to 20% (twenty percent) of the Fees paid to the Service Provider in terms of this Agreement in the preceding 1 (one) year.
9.4. The limitations of liability set forth in clauses 9.2 and 9.3 shall not apply with respect to:
9.4.1. Damages or occasioned by the fraud, wilful misconduct or gross negligence of the Party;
9.4.2. claims that are the subject of indemnification under the Agreement;
9.4.3. damages occasioned by a breach or violation of the Applicable Law by the Party;
9.4.4. damages occasioned by the Party’s breach of its confidentiality or data privacy and protection of personal information obligations, including those set out in Annexure [B], under the Agreement;
9.4.5. damages which are caused by the Party’s breach of the other Party’s or any Third Party's Intellectual Property rights;
9.4.6. damages arising from a breach by the Party of any warranties provided under the Agreement;
9.4.7. damages associated with the Party being the cause of any damage to the other Party's property;
9.4.8. damages in respect of any liability for death or personal injury resulting from the Party’s wilful and / or gross negligent act; and
9.4.9. damages in respect of any liability that cannot be excluded in terms of any Applicable Law.
9.5. Any damages which may be suffered by any SANBS pursuant to the Agreement or the subject matter of it or them, shall be recoverable in accordance with the terms of this Agreement.
Indemnity and Limitation of Liability. 13.1. The Company shall not be liable to the Partner with respect to any subject matter of this Agreement under any contract, negligence, tort, strict liability, or other legal or equitable principle for any indirect, incidental, consequential, special, general, exemplary damages, proceedings, costs, damages, expenses (including legal fees), willful default, fraud or breach of its obligation under this Agreement (including without limitation, loss of revenue or goodwill, or anticipated profits or lost business) even if the Company have been advised of the possibility of such damages and the Company may deduct any amount to indemnify the Company and/or its affiliated entities from any outstanding Partner Commission. Further, notwithstanding anything to the contrary contained in this agreement, in no event shall the Company’s cumulative liability to the Partner arising out of or related to this agreement, whether based in contract, negligence, strict liability, tort or other legal or equitable theory, exceed the total commission fees paid to the Partner under this Agreement.
13.2. The Company makes no express or implied representations or warranties regarding the Company’s Services and Website or the products or services provided therein, any implied warranties of the Company ability, fitness for a particular purpose, and non-infringement are expressly disclaimed and excluded. In addition, the Company make no representation that the operation of the Company’s Website shall be uninterrupted or error free, and we shall not be liable for the consequences of any interruptions or errors.
13.3. The Partner hereby agrees to indemnify and hold harmless the Company, their Affiliated Entities and, directors, officers, employees, agents, shareholders, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) (any or all of the foregoing hereinafter referred to as “Losses”) insofar as such Losses (or actions in respect thereof) arise out of the breach of the Terms and Conditions of the present Agreement and/or any Operational Agreements and/or are based on any claim of:
a) the Company’s use of the Partner trademarks infringes on any trademark, trade name, brand name, service mark, copyright, license, intellectual property, or other proprietary right of any third party;
b) any misrepresentation of a representation or warranty or breach of a cove...
Indemnity and Limitation of Liability. 11.1 CytoCore shall indemnify, defend and hold CS and its Affiliates and the officers, directors, employees, agents and independent contractors of each of them harmless from and against any and all claims, demands, actions, suits, losses, damages, liabilities, settlement amounts, costs or expenses (including reasonable attorneys’ fees and costs) (collectively, “Claims”) arising out of or relating to: (a) CytoCore’s breach of this Agreement; or (b) CytoCore’s gross negligence or willful misconduct or (c) any products liability claims relating to CytoCore products excluding the Preservative provided by CS hereunder.
11.2 CS shall indemnify, defend and hold CytoCore, its Affiliates and the officers, directors, employees, agents and independent contractors of each of them harmless from and against any and all Claims arising out of or relating to: (a) CS’ breach of this Agreement; or (b) CS’ gross negligence or willful misconduct; or (c) defects attributable solely to CS products.
11.3 The party seeking indemnification (the “Indemnified Party”) will give prompt written notice of any Claim of which the Indemnified Party is aware to the other party (the “Indemnifying Party”); provided, however, that the failure by an Indemnified Party to give such notice will not relieve the Indemnifying Party of its obligations under this Section 15, except to the extent that the failure results in the failure of actual notice and the Indemnifying Party is damaged as a result. The Indemnified Party will allow the Indemnifying Party to direct the defense and settlement of any such Claim, with counsel of the Indemnifying Party’s choosing, and will provide the Indemnifying Party, at the Indemnifying Party’s expense, with information and assistance reasonably necessary for the defense and settlement of the Claim. In the event that the Indemnifying Party fails to assume the defense or settlement of any such Claim within 30 days after receipt of notice of same from the Indemnified Party, the Indemnified Party shall have the right to undertake the defense, appeal or settlement of such Claim at the expense of and for the account of the Indemnifying Party. An Indemnifying Party will not be liable for any settlement of a Claim affected without its reasonable written consent, nor will an Indemnifying Party settle any such Claim without the reasonable written consent of the Indemnified Party. No Indemnifying Party will consent to the entry of any judgment or enter into any settlement that d...
Indemnity and Limitation of Liability. 22.1. Subject to the Applicable Laws, Rules and/or Regulations, you will indemnify us, and keep us indemnified on demand, in respect of all liabilities, Losses or costs of any kind or nature whatsoever that may be incurred by us as a direct or indirect result of any failure by you to perform any of your obligations under this Agreement, in relation to any Transaction or in relation to any false information or declaration made either to us or to any third party, in particular to any Exchange. You acknowledge that this indemnity extends to our legal and administrative costs and expenses incurred in respect of preparing for and taking any legal or investigatory action against you, or instructing any debt collection agency, to recover monies owed by you to us.
22.2. To the extent permitted by law, you will indemnify, protect and hold us harmless from and against all Losses, liabilities, judgements, suits, actions, proceedings, claims, damages or costs resulting from or arising out of any act or omission by any person obtaining access to your Account whether or not you authorized such access.
22.3. To the fullest extent permitted by law, you release, discharge and indemnify and agree to keep FinPros and its respective officers, employees, agents and representatives indemni- fied from and against all claims arising out of:
a) any default, whether by your act or omission under this Agreement or any Order or Transaction;
b) any breach by you of any Applicable Laws, Rules and/or Regulations;
c) any representation or warranty made or given by you under this Agreement prov- ing to be untrue or incorrect;
d) any error, omission, fraud, malfeasance, negligence, misappropriation or criminal act or omission by you or by any of your clients, employees, agents or Authorized Representative, consultants or servants;
e) any failure of any of your computer or electronic systems or networks to perform, be available or successfully transmit data to FinPros, or any error or inadequacy in the data or information input into such systems or networks by you;
f) any delays in processing any Order including, for example (but not limited to), as a result of systems or market delays, or due to verification or filtering procedures or unauthorized processes, email delays or due to telephone call waiting time or ad- herence to internal policies and procedures;
g) anything lawfully done by FinPros in accordance with, pursuant or incidental to this Agreement;
h) any instruction, request or di...
Indemnity and Limitation of Liability. 14.1 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.
14.2 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.
