Common use of Indemnity and Limitation of Liability Clause in Contracts

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 otherwise, for any indirect, special, incidental or consequential damages or for any lost profits, business, revenues or goodwill arising out of or in connection with this Agreement or the provision of the Channels or inability to provide the same whether or not due to suspension, interruption or termination of the Channels or for any inconvenience, disappointment due to deprival of any programme or information whether attributable to any negligent act or omission or otherwise. (V) Without prejudice to the foregoing, the maximum aggregate liability of ZEEL for proven and awarded direct damages or losses that may arise out of or in connection with this Agreement shall not exceed the Subscription Fees under this Agreement paid by the MSO to ZEEL in any given Financial Year.

Indemnity and Limitation of Liability. (I) The MSO IPTV Operator 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 MSOIPTV Operator, or actual or threatened breach of any terms of this Agreement by the MSO IPTV Operator (including but not limited to breach of any representation and warranty provided by the MSO IPTV Operator 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 MSOIPTV Operator, 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 IPTV Operator with any other Equipment; (b) any inaction or default on the part of the MSOIPTV Operator, 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 IPTV Operator or on account of any other breach of this Agreement by the MSOIPTV Operator); or (e) failure on the part of the MSO IPTV Operator to maintain the licenses and approvals required under applicable Law. (III) The MSO IPTV Operator 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 MSOIPTV Operator. Nothing in this Agreement or the contract(s) executed between the Subscriber and the MSO or the operator or sub-operator IPTV 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 MSOIPTV Operator, any Subscriber or to any other Person, whether under contract, tort or otherwise, for any indirect, special, incidental or consequential damages or for any lost profits, business, revenues or goodwill arising out of or in connection with this Agreement or the provision of the Channels or inability to provide the same whether or not due to suspension, interruption or termination of the Channels or for any inconvenience, disappointment due to deprival of any programme or information whether attributable to any negligent act or omission or otherwise. (V) Without prejudice to the foregoing, the maximum aggregate liability of ZEEL for proven and awarded direct damages or losses that may arise out of or in connection with this Agreement shall not exceed the Subscription Fees under this Agreement paid by the MSO IPTV Operator to ZEEL in any given Financial Year.

Indemnity and Limitation of Liability. (I) The MSO DTH Operator 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 MSODTH Operator, or actual or threatened breach of any terms of this Agreement by the MSO DTH Operator (including but not limited to breach of any representation and warranty provided by the MSO DTH Operator 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 MSODTH Operator, 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 DTH Operator with any other Equipment; (b) any inaction or default on the part of the MSODTH Operator, 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 DTH Operator or on account of any other breach of this Agreement by the MSODTH Operator); or (e) failure on the part of the MSO DTH Operator to maintain the licenses and approvals required under applicable Law. (III) The MSO DTH Operator 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 MSODTH Operator. Nothing in this Agreement or the contract(s) executed between the Subscriber and the MSO or the operator or sub-operator DTH 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 MSODTH Operator, any Subscriber or to any other Person, whether under contract, tort or otherwise, for any indirect, special, incidental or consequential damages or for any lost profits, business, revenues or goodwill arising out of or in connection with this Agreement or the provision of the Channels or inability to provide the same whether or not due to suspension, interruption or termination of the Channels or for any inconvenience, disappointment due to deprival of any programme or information whether attributable to any negligent act or omission or otherwise. (V) Without prejudice to the foregoing, the maximum aggregate liability of ZEEL for proven and awarded direct damages or losses that may arise out of or in connection with this Agreement shall not exceed the Subscription Fees under this Agreement paid by the MSO DTH Operator to ZEEL in any given Financial Year.

Indemnity and Limitation of Liability. (I) The MSO HITS Operator 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 MSOHITS Operator, or actual or threatened breach of any terms of this Agreement by the MSO HITS Operator (including but not limited to breach of any representation and warranty provided by the MSO HITS Operator 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 MSOHITS Operator, 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 HITS Operator with any other Equipment; (b) any inaction or default on the part of the MSOHITS Operator, 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 HITS Operator or on account of any other breach of this Agreement by the MSOHITS Operator); or (e) failure on the part of the MSO HITS Operator to maintain the licenses and approvals required under applicable Law. (III) The MSO HITS Operator 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 MSOHITS Operator. Nothing in this Agreement or the contract(s) executed between the Subscriber and the MSO HITS Operator 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 MSOHITS Operator, any Subscriber or to any other Person, whether under contract, tort or otherwise, for any indirect, special, incidental or consequential damages or for any lost profits, business, revenues or goodwill arising out of or in connection with this Agreement or the provision of the Channels or inability to provide the same whether or not due to suspension, interruption or termination of the Channels or for any inconvenience, disappointment due to deprival of any programme or information whether attributable to any negligent act or omission or otherwise. (V) Without prejudice to the foregoing, the maximum aggregate liability of ZEEL for proven and awarded direct damages or losses that may arise out of or in connection with this Agreement shall not exceed the Subscription Fees under this Agreement paid by the MSO HITS Operator to ZEEL in any given Financial Year.

Indemnity and Limitation of Liability. (I) 25.1 The MSO DTH Operator 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 MSODTH Operator, or actual or threatened breach of any terms of this Agreement by the MSO DTH Operator (including but not limited to breach of any representation and warranty provided by the MSO DTH Operator to ZEEL). (II) 25.2 It is expressly understood and agreed between the Parties that ZEEL shall have no liability or obligation whatsoever under this Agreement, towards the MSODTH Operator, 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 DTH Operator with any other Equipment; (b) any inaction or default on the part of the MSODTH Operator, 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 DTH Operator or on account of any other breach of this Agreement by the MSODTH Operator); or (e) failure on the part of the MSO DTH Operator to maintain the licenses and approvals required under applicable Law. (III) 25.3 The MSO DTH Operator 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 MSODTH Operator. Nothing in this Agreement or the contract(s) executed between the Subscriber and the MSO or the operator or sub-operator DTH Operator shall entitle the Subscriber to receive the Zee Group Channels from ZEEL or create any direct relationship between the Subscriber and ZEEL. (IV) 25.4 ZEEL shall not be liable to the MSODTH Operator, any Subscriber or to any other Person, whether under contract, tort or otherwise, for any indirect, special, incidental or consequential damages or for any lost profits, business, revenues or goodwill arising out of or in connection with this Agreement or the provision of the Channels or inability to provide the same whether or not due to suspension, interruption or termination of the Channels or for any inconvenience, disappointment due to deprival of any programme or information whether attributable to any negligent act or omission or otherwise. (V) 25.5 Without prejudice to the foregoing, the maximum aggregate liability of ZEEL for proven and awarded direct damages or losses that may arise out of or in connection with this Agreement shall not exceed the Subscription Fees under this Agreement paid by the MSO DTH Operator to ZEEL in any given Financial Year.

Indemnity and Limitation of Liability. (I) 25.1 The MSO IPTV Operator 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 MSOIPTV Operator, or actual or threatened breach of any terms of this Agreement by the MSO IPTV Operator (including but not limited to breach of any representation and warranty provided by the MSO IPTV Operator to ZEEL). (II) 25.2 It is expressly understood and agreed between the Parties that ZEEL shall have no liability or obligation whatsoever under this Agreement, towards the MSOIPTV Operator, the Subscribers or any other person or Governmental Authority, arising from and/or in respect of: (a) any 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 IPTV Operator with any other Equipment; (b) b. any inaction or default on the part of the MSOIPTV Operator, its distributor or installer; (c) c. any delay or failure in the performance of this Agreement caused by any reason or event beyond the control of ZEEL; (d) 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 IPTV Operator or on account of any other breach of this Agreement by the MSOIPTV Operator); or (e) e. failure on the part of the MSO IPTV Operator to maintain the licenses and approvals required under applicable Law. (III) 25.3 The MSO IPTV Operator 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 MSOIPTV Operator. Nothing in this Agreement or the contract(s) executed between the Subscriber and the MSO or the operator or sub-operator IPTV Operator shall entitle the Subscriber to receive the Zee Group Channels from ZEEL or create any direct relationship between the Subscriber and ZEEL. (IV) 25.4 ZEEL shall not be liable to the MSOIPTV Operator, any Subscriber or to any other Person, whether under contract, tort or otherwise, for any indirect, special, incidental or consequential damages or for any lost profits, business, revenues or goodwill arising out of or in connection with this Agreement or the provision of the Channels or inability to provide the same whether or not due to suspension, interruption or termination of the Channels or for any inconvenience, disappointment due to deprival of any programme or information whether attributable to any negligent act or omission or otherwise. (V) 25.5 Without prejudice to the foregoing, the maximum aggregate liability of ZEEL for proven and awarded direct damages or losses that may arise out of or in connection with this Agreement shall not exceed the Subscription Fees under this Agreement paid by the MSO IPTV Operator to ZEEL in any given Financial Year.

Indemnity and Limitation of Liability. (I) 25.1 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) 25.2 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) 25.3 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) 25.4 ZEEL shall not be liable to the MSO, any Subscriber or to any other Person, whether under contract, tort or otherwise, for any indirect, special, incidental or consequential damages or for any lost profits, business, revenues or goodwill arising out of or in connection with this Agreement or the provision of the Channels or inability to provide the same whether or not due to suspension, interruption or termination of the Channels or for any inconvenience, disappointment due to deprival of any programme or information whether attributable to any negligent act or omission or otherwise. (V) 25.5 Without prejudice to the foregoing, the maximum aggregate liability of ZEEL for proven and awarded direct damages or losses that may arise out of or in connection with this Agreement shall not exceed the Subscription Fees under this Agreement paid by the MSO to ZEEL in any given Financial Year.

Indemnity and Limitation of Liability. (I) 25.1 The MSO HITS Operator 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 MSOHITS Operator, or actual or threatened breach of any terms of this Agreement by the MSO HITS Operator (including but not limited to breach of any representation and warranty provided by the MSO HITS Operator to ZEEL). (II) 25.2 It is expressly understood and agreed between the Parties that ZEEL shall have no liability or obligation whatsoever under this Agreement, towards the MSOHITS Operator, the Subscribers or any other person or Governmental Authority, arising from and/or in respect of: (a) 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 HITS Operator with any other Equipment; (b) b. any inaction or default on the part of the MSOHITS Operator, its distributor or installer; (c) c. any delay or failure in the performance of this Agreement caused by any reason or event beyond the control of ZEEL; (d) 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 HITS Operator or on account of any other breach of this Agreement by the MSOHITS Operator); or (e) e. failure on the part of the MSO HITS Operator to maintain the licenses and approvals required under applicable Law. (III) 25.3 The MSO HITS Operator 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 MSOHITS Operator. Nothing in this Agreement or the contract(s) executed between the Subscriber and the MSO HITS Operator 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) 25.4 ZEEL shall not be liable to the MSOHITS Operator, any Subscriber or to any other Person, whether under contract, tort or otherwise, for any indirect, special, incidental or consequential damages or for any lost profits, business, revenues or goodwill arising out of or in connection with this Agreement or the provision of the Channels or inability to provide the same whether or not due to suspension, interruption or termination of the Channels or for any inconvenience, disappointment due to deprival of any programme or information whether attributable to any negligent act or omission or otherwise. (V) 25.5 Without prejudice to the foregoing, the maximum aggregate liability of ZEEL for proven and awarded direct damages or losses that may arise out of or in connection with this Agreement shall not exceed the Subscription Fees under this Agreement paid by the MSO HITS Operator to ZEEL in any given Financial Year.

Indemnity and Limitation of Liability. (I) The MSO DPO/ OPERATOR shall without any limitations as to time period or amounts keep and hold ZEEL ZMCL 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 MSODPO/ OPERATOR, or actual or threatened breach of any terms of this Agreement by the MSO DPO/ OPERATOR (including but not limited to breach of any representation and warranty provided by the MSO DPO/ OPERATOR to ZEELZMCL). (II) It is expressly understood and agreed between the Parties that ZEEL ZMCL shall have no liability or obligation whatsoever under this Agreement, towards the MSODPO/ OPERATOR, 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 ZEELZMCL's instruction, or any use of the Equipment with any apparatus or Equipment not authorized by ZEELZMCL, in which event ZEEL ZMCL shall not be under any obligation to provide MSO DPO/ OPERATOR 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 ZEELZMCL; (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 DPO/ OPERATOR 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 MSODPO/ OPERATOR. Nothing in this Agreement or the contract(s) executed between the Subscriber and the MSO DPO/ OPERATOR or the operator or sub-operator shall entitle the Subscriber to receive the Zee Group ZMCL Channels from ZEEL ZMCL or create any direct relationship between the Subscriber and ZEELZMCL. (IV) ZEEL ZMCL shall not be liable to the MSODPO/ OPERATOR, any Subscriber or to any other Person, whether under contract, tort or otherwise, for any indirect, special, incidental or consequential damages or for any lost profits, business, revenues or goodwill arising out of or in connection with this Agreement or the provision of the Channels or inability to provide the same whether or not due to suspension, interruption or termination of the Channels or for any inconvenience, disappointment due to deprival of any programme or information whether attributable to any negligent act or omission or otherwisesame. (V) Without prejudice to the foregoing, the maximum aggregate liability of ZEEL ZMCL for proven and awarded direct damages or losses that may arise out of or in connection with this Agreement shall not exceed the Subscription Fees under this Agreement paid by the MSO DPO/ OPERATOR to ZEEL ZMCL in any given Financial Year.

Indemnity and Limitation of Liability. (I) The MSO DTH Operator shall without any limitations as to time period or amounts keep and hold ZEEL ZMCL 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 MSODTH Operator, or actual or threatened breach of any terms of this Agreement by the MSO DTH Operator (including but not limited to breach of any representation and warranty provided by the MSO DTH Operator to ZEELZMCL). (II) It is expressly understood and agreed between the Parties that ZEEL ZMCL shall have no liability or obligation whatsoever under this Agreement, towards the MSODTH Operator, 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 ZEELZMCL's instruction, or any use of the Equipment with any apparatus or Equipment not authorized by ZEELZMCL, in which event ZEEL ZMCL shall not be under any obligation to provide MSO DTH Operator 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 ZEELZMCL; (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 DTH Operator 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 MSODTH Operator. Nothing in this Agreement or the contract(s) executed between the Subscriber and the MSO or the operator or sub-operator DTH Operator shall entitle the Subscriber to receive the Zee Group ZMCL Channels from ZEEL ZMCL or create any direct relationship between the Subscriber and ZEELZMCL. (IV) ZEEL ZMCL shall not be liable to the MSODTH Operator, any Subscriber or to any other Person, whether under contract, tort or otherwise, for any indirect, special, incidental or consequential damages or for any lost profits, business, revenues or goodwill arising out of or in connection with this Agreement or the provision of the Channels or inability to provide the same whether or not due to suspension, interruption or termination of the Channels or for any inconvenience, disappointment due to deprival of any programme or information whether attributable to any negligent act or omission or otherwise. (V) Without prejudice to the foregoing, the maximum aggregate liability of ZEEL ZMCL for proven and awarded direct damages or losses that may arise out of or in connection with this Agreement shall not exceed the Subscription Fees under this Agreement paid by the MSO DTH Operator to ZEEL ZMCL in any given Financial Year.

Indemnity and Limitation of Liability. (I) The MSO IPTV Operator 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 MSOIPTV Operator, or actual or threatened alleged breach of any terms of this Agreement by the MSO IPTV Operator (including but not limited to breach of any representation and warranty provided by the MSO IPTV Operator 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 MSOIPTV Operator, 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 IPTV Operator with any other Equipment; (b) any inaction inaction, default or default on the part of the MSOIPTV Operator, 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 the non-payment of Subscription Fee by the MSO IPTV Operator or on account of any other breach of this Agreement by the MSOIPTV Operator); or (e) failure on the part of the MSO IPTV Operator to maintain the licenses and approvals required under applicable Law.; (III) The MSO IPTV Operator 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 MSOIPTV Operator. Nothing in this Agreement or the contract(s) executed between the Subscriber and the MSO or the operator or sub-operator IPTV 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 MSOIPTV Operator, any Subscriber or to any other Person, whether under contract, tort or otherwise, for any indirect, special, incidental or consequential damages or for any lost profits, business, revenues or goodwill arising out of or in connection with this Agreement or the provision of the Channels or inability to provide the same whether or not due to suspension, interruption or termination of the Channels or for any inconvenience, disappointment due to deprival of any programme or information whether attributable to any negligent act or omission or otherwise. (V) Without prejudice to the foregoing, the maximum aggregate liability of ZEEL for proven and awarded direct damages or losses that may arise out of or in connection with this Agreement shall not exceed the Subscription Fees under this Agreement paid by the MSO to ZEEL in any given Financial Year.

Indemnity and Limitation of Liability. (I) The MSO IPTV Operator shall without any limitations as to time period or amounts keep and hold ZEEL ZMCL 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 MSOIPTV Operator, or actual or threatened breach of any terms of this Agreement by the MSO IPTV Operator (including but not limited to breach of any representation and warranty provided by the MSO IPTV Operator to ZEELZMCL). (II) It is expressly understood and agreed between the Parties that ZEEL ZMCL shall have no liability or obligation whatsoever under this Agreement, towards the MSOIPTV Operator, 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 ZEELZMCL's instruction, or any use of the Equipment with any apparatus or Equipment not authorized by ZEELZMCL, in which event ZEEL ZMCL shall not be under any obligation to provide MSO IPTV Operator 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 ZEELZMCL; (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 IPTV Operator 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 MSOIPTV Operator. Nothing in this Agreement or the contract(s) executed between the Subscriber and the MSO or the operator or sub-operator IPTV Operator shall entitle the Subscriber to receive the Zee Group ZMCL Channels from ZEEL ZMCL or create any direct relationship between the Subscriber and ZEELZMCL. (IV) ZEEL ZMCL shall not be liable to the MSOIPTV Operator, any Subscriber or to any other Person, whether under contract, tort or otherwise, for any indirect, special, incidental or consequential damages or for any lost profits, business, revenues or goodwill arising out of or in connection with this Agreement or the provision of the Channels or inability to provide the same whether or not due to suspension, interruption or termination of the Channels or for any inconvenience, disappointment due to deprival of any programme or information whether attributable to any negligent act or omission or otherwise. (V) Without prejudice to the foregoing, the maximum aggregate liability of ZEEL ZMCL for proven and awarded direct damages or losses that may arise out of or in connection with this Agreement shall not exceed the Subscription Fees under this Agreement paid by the MSO IPTV Operator to ZEEL ZMCL in any given Financial Year.

Indemnity and Limitation of Liability. (I) 24.1. The MSO DPO shall without any limitations as to time period or amounts keep and hold ZEEL CMPL 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 MSODPO, or actual or threatened alleged breach of any terms of this Agreement by the MSO DPO (including but not limited to breach of any representation and warranty provided by the MSO DPO to ZEELCMPL). (II) 24.2. It is expressly understood and agreed between the Parties that ZEEL CMPL shall have no liability or obligation whatsoever under this Agreement, towards the MSODPO, the Subscribers or any other person or Governmental Authority, arising from and/or in respect of: (a) 24.2.1. any defect in any Equipment (including without limitation IRDs / Viewing Cards) attributable to or resulting from any unauthorized/improper use, tampering, negligence or negligenceor failure to follow ZEELCMPL's instruction, or any use of the Equipment with any apparatus or Equipment not authorized by ZEELCMPL, in which event ZEEL CMPL shall not be under any obligation to provide MSO DPO with any other Equipment; (b) 24.2.2. any inaction inaction, default or default on the part of the MSODPO, its distributor or installer; (c) 24.2.3. any delay or failure in the performance of this Agreement caused by any reason or event beyond the control of ZEELCMPL; (d) 24.2.4. deactivation, disconnection, interruption of the Zee CMPL Group Channels or termination of this Agreement by ZEEL CMPL in accordance with the terms of this Agreement for any reason whatsoever (including without limitation on account of the non-payment of Subscription Fee by the MSO DPO or on account of any other breach of this Agreement by the MSODPO); or (e) 24.2.5. failure on the part of the MSO DPO to maintain the licenses and approvals required under applicable Law.; (III) 24.3. The MSO DPO 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 MSODPO. Nothing in this Agreement or the contract(s) executed between the Subscriber and the MSO DPO or the operator or sub-operator shall entitle the Subscriber to receive the Zee CMPL Group Channels from ZEEL CMPL or create any direct relationship between the Subscriber and ZEELCMPL. (IV) ZEEL 24.4. CMPL shall not be liable to the MSODPO, any Subscriber or to any other Person, whether under contract, tort or otherwise, for any indirect, special, incidental or consequential damages or for any lost profits, business, revenues or goodwill arising out of or in connection with this Agreement or the provision of the Channels or inability to provide the same whether or not due to suspension, interruption or termination of the Channels or for any inconvenience, disappointment due to deprival of any programme or information whether attributable to any negligent act or omission or otherwise. (V) 24.5. Without prejudice to the foregoing, the maximum aggregate liability of ZEEL CMPL for proven and awarded direct damages or losses that may arise out of or in connection with this Agreement shall not exceed the Subscription Fees under this Agreement paid by the MSO DPO to ZEEL in any given Financial YearCMPL.

Indemnity and Limitation of Liability. (I) The MSO shall without any limitations as to time period or amounts keep and hold ZEEL ZMCL 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 ZEELZMCL). (II) It is expressly understood and agreed between the Parties that ZEEL ZMCL 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 ZEELZMCL's instruction, or any use of the Equipment with any apparatus or Equipment not authorized by ZEELZMCL, in which event ZEEL ZMCL 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 ZEELZMCL; (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 ZMCL Channels from ZEEL ZMCL or create any direct relationship between the Subscriber and ZEELZMCL. (IV) ZEEL ZMCL shall not be liable to the MSO, any Subscriber or to any other Person, whether under contract, tort or otherwise, for any indirect, special, incidental or consequential damages or for any lost profits, business, revenues or goodwill arising out of or in connection with this Agreement or the provision of the Channels or inability to provide the same whether or not due to suspension, interruption or termination of the Channels or for any inconvenience, disappointment due to deprival of any programme or information whether attributable to any negligent act or omission or otherwisesame. (V) Without prejudice to the foregoing, the maximum aggregate liability of ZEEL ZMCL for proven and awarded direct damages or losses that may arise out of or in connection with this Agreement shall not exceed the Subscription Fees under this Agreement paid by the MSO to ZEEL ZMCL in any given Financial Year.