Common use of Liability and Indemnities Clause in Contracts

Liability and Indemnities. 8.1 The MRO shall indemnify MedCo against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by MedCo arising out of or in connection with: (a) any breach by the MRO of the warranties contained in clause 4; (b) any claim made against MedCo for actual or alleged infringement of a third party's intellectual property rights.; 8.2 The maximum aggregate liability of MedCo under or in connection with this Agreement in respect of all claims by the MRO against MedCo giving rise to the liability of MedCo whether for breach of contract, negligence or other tort or breach of statutory duty or otherwise shall not exceed 100% of Charges paid by the MRO to MedCo pursuant to this Agreement. 8.3 With the exception of liability under an indemnity, which shall be unlimited, neither party shall be liable to the other party under this Agreement for any loss of profit or for any indirect special or consequential loss or damage of any kind (including without limitation, any loss or damage to profit, revenue, contracts, anticipated savings, goodwill or business opportunities whether direct or indirect) howsoever arising and whether caused by negligence, breach of contract or otherwise. 8.4 Nothing in this Agreement shall limit the liability of any party for death or personal injury caused by the negligence of that party, its servants or agents; fraud or fraudulent misrepresentation; any matter of which liability cannot be excluded by law; or any claim for payment under an indemnity contained in this Agreement. 8.5 Unless expressly stated to the contrary, each party shall ensure that its Personnel comply with the terms and conditions set out in this Agreement (as appropriate). Each party shall be liable for the actions or omissions of its Personnel) as if they were actions or omissions of the relevant party.

Liability and Indemnities. 8.1 The MRO 9.1 Each Party shall indemnify MedCo the other Party against all liabilitiesclaims, demands, proceedings, actions, damages, costs, expensesexpenses and any other liabilities in respect of, damages and losses (including but not limited or arising out of, the provision of the Services in relation to the injury or death of any person, or loss of or damage to any directproperty including property belonging to the the other or Party’s customer, financial loss arising from any advice given or omitted to be given by a Party or any other loss which is caused directly or indirectly by any act or omission of the Supplier. This does not apply to the extent that such injury, death, loss or damage arises out of the act, default, or negligence of a Party, its employees, or agents not being a Party or persons engaged by a Party or a Party does not fulfil its obligations under Clause 9. 9.2 The Supplier’s liability under clause 9.1 for losses relating to death or personal injury or for any breach of any obligations implied by Section 2 of the Supply of Goods and Services Act 1982 shall be unlimited. 9.3 Supplier is responsible and will arrange at his own expense for sufficient insurance coverage against the financial consequences of third party liability, illness, accidents and the like. Upon request, Supplier shall provide Customer with written evidence of such insurance. 9.4 The Parties will accept liability for: i. death or personal injury resulting from its negligence; ii. fraud or fraudulent misrepresentation; iii. any other liability which cannot be excluded by law. 9.5 Except as provided in clause 9.4, the Supplier’s total liability in respect of any one default under this Agreement shall not exceed the total amount being paid under this Agreement. If a number of defaults give rise to substantially the same loss or are attributable to the same or similar cause, then they shall be regarded as giving rise to only one claim. The Supplier will be afforded a reasonable opportunity to remedy any such default. 9.6 Except as provided in clause 9.4 the Supplier shall not be liable for: i. loss of business, profits, revenue, anticipated savings, (even where the same arise directly from a breach of these conditions); ii. special, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred even if foreseeable by MedCo arising out of or in connection with: (a) any breach by the MRO contemplation of the warranties contained in clause 4;Supplier; or (b) iii. any claim made against MedCo the Supplier by any other person. 9.7 During the term of this Agreement, the Supplier shall maintain in force, with a reputable insurance company for actual or alleged infringement the amounts not less than for: 9.7.1 public liability insurance of a third party£10,000,000; and 9.7.2 professional indemnity insurance of £2,000,000; and shall, on the Customer's intellectual property rightsrequest, produce both the insurance certificate giving details of cover and the receipt for the current year's premium.; 8.2 The maximum aggregate liability 9.8 Save for the provisions of MedCo under or in connection with this Agreement in respect of all claims by clause 9.4 the MRO against MedCo giving rise to the liability of MedCo whether for breach of contract, negligence or other tort or breach of statutory duty or otherwise Supplier shall not exceed 100% of Charges paid by the MRO to MedCo pursuant to this Agreement. 8.3 With the exception of liability under an indemnity, which shall be unlimited, neither party shall be liable to the other party under this Agreement Customer in any circumstance or to any extent whatever in respect of any damage or loss caused to the Customer unless written notice is received by the Supplier at the address appearing in Schedule 1within five days of such loss occurring. 9.9 The Supplier cannot be held accountable for any individual loss of profit goods or for any indirect special property not securely kept or consequential loss or damage of any kind (including without limitation, any loss or damage to profit, revenue, contracts, anticipated savings, goodwill or business opportunities whether direct or indirect) howsoever arising and whether caused by negligence, breach of contract or otherwiseinsured. 8.4 9.10 Nothing in this Agreement shall limit affect the liability statutory rights of any party for death or personal injury caused by a consumer as defined in the negligence of that party, its servants or agents; fraud or fraudulent misrepresentation; any matter of which liability cannot be excluded by law; or any claim for payment under an indemnity contained in this Agreementapplicable legislation. 8.5 Unless expressly stated to the contrary, each party shall ensure that its Personnel comply with the terms and conditions set out in this Agreement (as appropriate). Each party shall be liable for the actions or omissions of its Personnel) as if they were actions or omissions of the relevant party.

Liability and Indemnities. 8.1 The MRO 12.1 Each Party shall indemnify MedCo the other Party against all liabilitiesclaims, demands, proceedings, actions, damages, costs, expensesexpenses and any other liabilities in respect of, damages and losses (including but not limited or arising out of, the provision of the Services in relation to the injury or death of any person, or loss of or damage to any directproperty including property belonging to the other or Party’s customer, financial loss arising from any advice given or omitted to be given by a Party or any other loss which is caused directly or indirectly by any act or omission of the Supplier. This does not apply to the extent that such injury, death, loss or damage arises out of the act, default, or negligence of a Party, its employees, or agents not being a Party or persons engaged by a Party or a Party does not fulfil its obligations under Clause 12. 12.2 Supplier is responsible and will arrange at his own expense for sufficient insurance coverage against the financial consequences of third party liability, illness, accidents and the like. Upon request, Supplier shall provide Customer with written evidence of such insurance. 12.3 The Parties will accept liability for: i. death or personal injury resulting from its negligence; ii. fraud or fraudulent misrepresentation; iii. any other liability which cannot be excluded by law. 12.4 Except as provided in clause 12.3, the Supplier’s total liability in respect of any one default under this Agreement shall not exceed the total amount being paid to the Supplier of any annual charges of this Agreement. If a number of defaults give rise to substantially the same loss or are attributable to the same or similar cause, then they shall be regarded as giving rise to only one claim. The Supplier will be afforded a reasonable opportunity to remedy any such default. 12.5 Except as provided in clause 12.3 the Supplier shall not be liable for: i. loss of business, profits, revenue, anticipated savings, (even where the same arise directly from a breach of these conditions); ii. special, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred even if foreseeable by MedCo arising out of or in connection with: (a) any breach by the MRO contemplation of the warranties contained in clause 4;Supplier; or (b) iii. any claim made against MedCo the Supplier by any other person. 12.6 During the term of this Agreement, the Supplier shall maintain in force, with a reputable insurance company for actual or alleged infringement the amounts not less than for: 12.6.1 public liability insurance of a third party£10,000,000; and 12.6.2 professional indemnity insurance of £2,000,000; and shall, on the Customer's intellectual property rightsrequest, produce both the insurance certificate giving details of cover and the receipt for the current year's premium.; 8.2 The maximum aggregate liability 12.7 Save for the provisions of MedCo under or in connection with this Agreement in respect of all claims by clause 12.3 the MRO against MedCo giving rise to the liability of MedCo whether for breach of contract, negligence or other tort or breach of statutory duty or otherwise Supplier shall not exceed 100% of Charges paid by the MRO to MedCo pursuant to this Agreement. 8.3 With the exception of liability under an indemnity, which shall be unlimited, neither party shall be liable to the other party under this Agreement Customer in any circumstance or to any extent whatever in respect of any damage or loss caused to the Customer unless written notice is received by the Supplier at the address appearing in Schedule 1 within five days of such loss occurring. 12.8 The Supplier cannot be held accountable for any individual loss of profit goods or for any indirect special property not securely kept or consequential loss or damage of any kind (including without limitation, any loss or damage to profit, revenue, contracts, anticipated savings, goodwill or business opportunities whether direct or indirect) howsoever arising and whether caused by negligence, breach of contract or otherwiseinsured. 8.4 12.9 Nothing in this Agreement shall limit affect the liability statutory rights of any party for death or personal injury caused by a consumer as defined in the negligence of that party, its servants or agents; fraud or fraudulent misrepresentation; any matter of which liability cannot be excluded by law; or any claim for payment under an indemnity contained in this Agreementapplicable legislation. 8.5 Unless expressly stated to the contrary, each party shall ensure that its Personnel comply with the terms and conditions set out in this Agreement (as appropriate). Each party shall be liable for the actions or omissions of its Personnel) as if they were actions or omissions of the relevant party.

Liability and Indemnities. 8.1 The MRO 10.1 Neither Party shall be liable in contract, tort (including negligence or breach of statutory duty) or otherwise for any punitive, exemplary, indirect or consequential loss or damages of any kind in connection with or arising out of these Terms and Conditions. 10.2 Neither Party shall be liable for any indirect loss of profit or loss of contract, loss of goodwill or reputation, loss of opportunity, loss of revenue or third party loss regardless of whether or not the same was foreseeable or had been brought to any Party’s attention. 10.3 Subject to clauses 10.4 and 10.7, the aggregate liability of Paysafe in contract, tort, negligence or otherwise arising out of or in connection with these Terms and Conditions in any period of 6 months from the Effective Date or any anniversary thereof (each a “Contract Year”) shall be limited to the lower of (i) 10,000 EUR or (ii) the total amount of Commission paid by Paysafe to Affiliate in the previous Contract Year (or, in the first Contract Year, the Commission received to date). 10.4 To the extent permitted by Applicable Laws and Regulations, nothing in these Terms and Conditions shall operate to exclude or restrict a Party’s liability for the following: (a) fraud and fraudulent misrepresentation; (b) death or personal injury due to negligence; (c) willful and malicious misconduct; (d) damage to real or tangible personal property; (e) breach of clauses 7 (Warranties), 8 (Licenses and Use of Proprietary Materials), 9 (Confidentiality) and 14 (Compliance with Applicable Laws and Regulations). 10.5 Unless otherwise stated in these Terms and Conditions, neither Party shall be liable to the other Party for any liability arising out of its respective relationship with Referred Customers. 10.6 Neither Paysafe nor any Paysafe Entity, agents or subcontractors of Paysafe and/or Paysafe Entities shall be liable for any failure to perform its obligations under these Terms and Conditions to the extent that any such delay or failure is caused by any of the following: (a) any suspension or refusal to accept payments which Paysafe has reason to believe to be made fraudulently or without proper authorisation or pose a security risk; (b) any incorrect payment instructions received by Paysafe from Affiliate or a Referred Customer; (c) any interaction or seizure compelled by Applicable Laws and Regulations; (d) any failure, interruption, infiltration or corruption of any hardware, software or other telecommunications or data transmission system, as well as any data reporting issues resulting thereof; or (e) any other circumstance beyond Paysafe’s reasonable control. 10.7 Affiliate shall indemnify MedCo and hold harmless Paysafe and Paysafe Entities, employees and directors, on demand, against any and all claims, losses, liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential lossesreputational damage, loss of profitbusiness or other damages (including reasonable legal fees) arising, loss directly or indirectly, from any breach of reputation clause 2, 3, 4, 5, 6, 7, 8 and 9 of these Terms and Conditions. Further Affiliate hereby agrees to defend, indemnify and hold harmless Paysafe and each of Paysafe Entities, and each of the foregoing’s stockholders, officers, directors, partners, employees, agents, insurers, representatives, predecessors, successors and assigns, from and against all interestliabilities, penalties losses, claims, damages, costs, and legal costs expenses (calculated on a full indemnity basisincluding reasonable attorneys’ fees) and all other professional costs and expenses) suffered whenever arising or incurred that are caused or are alleged to have been caused, directly or indirectly, by MedCo arising out of or in connection with: as a result of: (a) any breach by the MRO of the warranties contained any representation, warranty or covenant of Affiliate set forth in clause 4; this agreement; (b) any claim made against MedCo for actual act of fraud, willful or alleged infringement intentional misconduct or gross negligence committed by affiliate or any of a third party's intellectual property rights.; 8.2 The maximum aggregate liability its affiliated persons, or any of MedCo under or in connection with this Agreement in respect of all claims by the MRO against MedCo giving rise to the liability of MedCo whether for breach of contract, negligence or other tort or breach of statutory duty or otherwise shall not exceed 100% of Charges paid by the MRO to MedCo pursuant to this Agreement. 8.3 With the exception of liability under an indemnity, which shall be unlimited, neither party shall be liable to the other party under this Agreement for any loss of profit or for any indirect special or consequential loss or damage of any kind (including without limitation, any loss or damage to profit, revenue, contracts, anticipated savings, goodwill or business opportunities whether direct or indirect) howsoever arising and whether caused by negligence, breach of contract or otherwise. 8.4 Nothing in this Agreement shall limit the liability of any party for death or personal injury caused by the negligence of that party, its servants their respective employees or agents; fraud or fraudulent misrepresentation; any matter of which liability cannot be excluded by law; or (c) any claim for payment under an indemnity contained by a third party (including any Paysafe Merchant or customer of Paysafe or a Paysafe Entity) related to Affiliate’s participation in this Agreement. 8.5 Unless expressly stated the Paysafe Affiliates Programme; and (d) any and all claims, actions, suits, proceedings, investigations, demands, assessments and judgments related or incident to the contrary, each party shall ensure that its Personnel comply with the terms and conditions set out in this Agreement (as appropriate). Each party shall be liable for the actions or omissions of its Personnel) as if they were actions or omissions any of the relevant partyforegoing.