Common use of LICENSOR'S LIABILITY Clause in Contracts

LICENSOR'S LIABILITY. 15.1 Nothing in this Licence or in any Schedule attached hereto shall limit or exclude the liability of either party for death or personal injury resulting from negligence, fraud or fraudulent misrepresentation. 15.2 Subject to clause 15.1 the Licensor's liability for losses suffered by you arising out of or in connection with this Licence and arising out of or in connection with any of the Services provided by the Licensor under any of the Schedules attached hereto (including any liability for the acts or omissions of its employees, agents and subcontractors), whether arising in contract, tort (including negligence), misrepresentation or otherwise, shall exclude: 15.2.1 loss of income; 15.2.2 loss of business profits or contracts; 15.2.3 business interruption; 15.2.4 loss of the use of money or anticipated savings; 15.2.5 loss of information; 15.2.6 loss of opportunity, goodwill or reputation; 15.2.7 loss of, damage to or corruption of data; or 15.2.8 any indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise; provided that this clause 15.2 shall not prevent claims for direct financial loss that are not excluded by any of the categories set out in clauses 15.2.1 - 15.2.8. 15.3 For the avoidance of doubt, the Licensor shall not be liable for any loss to the Licensee of any kind whatsoever occasioned by a discrepancy in the assessment of residual risk or compliance produced by the Saas Service and the actual residual risk or compliance of the Licensee. 15.4 Subject to clauses 15.1 and 15.2, the Licensor's liability in respect of any event or series of connected events: 15.4.1 under or in connection with this Licence (excluding any liability arising out of or in connection with any Services, whether in contract, tort (including negligence) or otherwise, shall be limited (subject to clause 18.4.10) to a sum equal to the Licence Fee paid by the Licensee in the 12 months prior to the relevant event occurring or (as the case may be) prior to the first event of a series of connected events occurring or (if less than 12 months have expired prior to the relevant event occurring (or as the case may be) prior to the first event of a series of connected events occurring) the Licence Fee payable by the Licensee in the 12 months during which the relevant event occurs or (as the case may be) the first event of a series of connected events occurs; 15.4.2 under or in connection with any of the Services whether in contract, tort (including negligence) or otherwise shall (subject to the further limitation referred to in paragraph 1.1.3 of Part 1 of Schedule 1) be limited to a sum equal to the fees paid by the Licensee for the relevant Service in the 12 months prior to the relevant event occurring or (if less than 12 months have expired prior to the relevant event occurring (or as the case may be) prior to the first event of a series of connected events occurring) the fees payable by the Licensee for the relevant Service in the 12 months during which the relevant event occurs or (as the case may be) the first event of a series of connected events occurs. 15.5 This Licence sets out the full extent of the Licensor's obligations and liabilities in respect of the supply of the Saas Service and Documentation and the provisions of this Licence and (where expressly stated) the Schedules set out the full extent of the Licensor’s obligations and liabilities in respect of the Services. In particular, there are no conditions, warranties, representations or other terms, express or implied, that are binding on the Licensor except as specifically stated in this Licence and in the Schedules (if applicable). Any condition, warranty, representation or other term concerning the supply of the Saas Service and Documentation and the Services which might otherwise be implied into, or incorporated in, this Licence or the Schedules, whether by statute, common law or otherwise, is hereby excluded to the fullest extent permitted by law. 15.6 The Licensee shall be responsible for entering into all necessary licences of any third-party software which may be used in conjunction with the Saas Service (as opposed, for the avoidance of doubt, to any third-party software embedded within the Saas Service) and the Services. The Licensee shall indemnify and hold the Licensor harmless against any costs, claims, damages or losses which it may suffer or incur as a result of the Licensee’s breach of the terms of any such licence howsoever arising.

LICENSOR'S LIABILITY. 15.1 Nothing in this Licence or in any Schedule attached hereto shall limit or exclude the liability of either party for death or personal injury resulting from negligence, fraud or fraudulent misrepresentation. 15.2 Subject to clause 15.1 the Licensor's liability for losses suffered by you arising out of or in connection with this Licence and arising out of or in connection with any of the Services provided by the Licensor under any of the Schedules attached hereto (including any liability for the acts or omissions of its employees, agents and subcontractors), whether arising in contract, tort (including negligence), misrepresentation or otherwise, shall exclude: 15.2.1 loss of income; 15.2.2 loss of business profits or contracts; 15.2.3 business interruption; 15.2.4 loss of the use of money or anticipated savings; 15.2.5 loss of information; 15.2.6 loss of opportunity, goodwill or reputation; 15.2.7 loss of, damage to or corruption of data; or 15.2.8 any indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise; provided that this clause 15.2 shall not prevent claims for direct financial loss that are not excluded by any of the categories set out in clauses 15.2.1 - – 15.2.8. 15.3 For the avoidance of doubt, the Licensor shall not be liable for any loss to the Licensee of any kind whatsoever occasioned by a discrepancy in the assessment of residual risk or compliance produced by the Saas Service Software and the actual residual risk or compliance of the Licensee. 15.4 Subject to clauses 15.1 and 15.2, the Licensor's liability in respect of any event or series of connected events: 15.4.1 under or in connection with this Licence (excluding any liability arising out of or in connection with any Services, ) whether in contract, tort (including negligence) or otherwise, shall be limited (subject to clause 18.4.10) to a sum equal to the Licence Fee paid by the Licensee in the 12 months prior to the relevant event occurring or (as the case may be) prior to the first event of a series of connected events occurring or (if less than 12 months have expired prior to the relevant event occurring (or as the case may be) prior to the first event of a series of connected events occurring) the Licence Fee payable by the Licensee in the 12 months during which the relevant event occurs or (as the case may be) the first event of a series of connected events occurs; 15.4.2 under or in connection with any of the Services whether in contract, tort (including negligence) or otherwise shall (subject to the further limitation referred to in paragraph 1.1.3 of Part 1 of Schedule 1) be limited to a sum equal to the fees paid by the Licensee for the relevant Service in the 12 months prior to the relevant event occurring or (if less than 12 months have expired prior to the relevant event occurring (or as the case may be) prior to the first event of a series of connected events occurring) the fees payable by the Licensee for the relevant Service in the 12 months during which the relevant event occurs or (as the case may be) the first event of a series of connected events occurs. 15.5 This Licence sets out the full extent of the Licensor's obligations and liabilities in respect of the supply of the Saas Service Software and Documentation and the provisions of this Licence and (where expressly stated) the Schedules set out the full extent of the Licensor’s obligations and liabilities in respect of the Services. In particular, there are no conditions, warranties, representations or other terms, express or implied, that are binding on the Licensor except as specifically stated in this Licence and in the Schedules (if applicable). Any condition, warranty, representation or other term concerning the supply of the Saas Service Software and Documentation and the Services which might otherwise be implied into, or incorporated in, this Licence or the Schedules, whether by statute, common law or otherwise, is hereby excluded to the fullest extent permitted by law. 15.6 The Licensee shall be responsible for entering into all necessary licences of any third-party software which may be used in conjunction with the Saas Service Software (as opposed, for the avoidance of doubt, to any third-party software embedded within the Saas ServiceSoftware) and the Services. The Licensee shall indemnify and hold the Licensor harmless against any costs, claims, damages or losses which it may suffer or incur as a result of the Licensee’s breach of the terms of any such licence howsoever arising.