Common use of Indemnity; Limitations of Liability Clause in Contracts

Indemnity; Limitations of Liability. You agree to indemnify, defend and hold FINSYNC and its agents, contractors, services providers and affiliates (each, an “Indemnified Party”), harmless against all liabilities, claims, demands, damages, losses, fines, judgments, disputes, costs, charges and expenses (including, without limitation, reasonable attorneys' fees incurred in connection with such claims) made by you or others resulting from, arising out of or related to (i) any acts or omissions by you, your Payroll Administrator and/or any other authorized users, or (ii) FINSYNC's or any other Indemnified Party's reliance on information and data furnished by you or resulting from activities that FINSYNC or any other Indemnified Party undertakes at your request, or at the request of anyone FINSYNC or any other Indemnified Party believes in good faith to be your authorized agent, in providing the Payroll Processing Service. In no event will FINSYNC's or any other Indemnified Party's liability for any act or omission relating to the Payroll Processing Service exceed the total charge for services provided for the six (6) month period immediately preceding such act or omission by FINSYNC. IN NO EVENT WILL FINSYNC OR ANY OTHER INDEMNIFIED PARTY HAVE LIABILITY FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE OR INDIRECT LOSS OR DAMAGES REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY OR FORM OF ACTION OR WHETHER FINSYNC OR ANY OTHER INDEMNIFIED PARTY KNEW OR SHOULD HAVE KNOWN OF THE LIKELIHOOD OF SUCH DAMAGES IN ANY CIRCUMSTANCES.