Limitation of Liability and Disclaimers. Subject to the express provisions and limitations of this Section 17, the Parties intend that each Party shall be liable to the other Party for all damages incurred as a result of the breaching Party's failure to perform its obligations hereunder.
(a) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED BELOW, THE AGGREGATE CUMULATIVE MONETARY LIABILITY OF THE STATE HEREUNDER FOR ALL CLAIMS ARISING UNDER OR RELATING TO THIS AGREEMENT, NOTWITHSTANDING THE FORM (e.g., CONTRACT, TORT, OR OTHERWISE) IN WHICH ANY ACTION IS BROUGHT, SHALL BE LIMITED TO THE AMOUNT OF FEES OWED AND UNPAID, INCLUDING ANY AMOUNTS DUE UNDER SECTION 16. THE FOREGOING LIMITATIONS UPON THE STATE'S LIABILITY SHALL NOT APPLY TO: (i) LOSSES SUBJECT TO INDEMNIFICATION BY THE STATE; (ii) LOSSES ARISING FROM THE STATE'S FAILURE TO COMPLY WITH SECTION 21 (SUCH LOSSES BEING EXPRESSLY LIMITED BY SECTION 17(c)); (iii) LOSSES ARISING FROM THE STATE'S REPUDIATION OF THIS AGREEMENT; OR (iv) LOSSES ARISING OUT OF THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF THE STATE.
(b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS SECTION 17, THE AGGREGATE CUMULATIVE MONETARY LIABILITY OF PROVIDER HEREUNDER FOR ALL DAMAGES INCURRED IN ANY CONTRACT YEAR ARISING UNDER OR RELATING TO THIS AGREEMENT, NOTWITHSTANDING THE FORM (e.g., CONTRACT, TORT, OR OTHERWISE) IN WHICH ANY ACTION IS BROUGHT, SHALL BE LIMITED TO THE ESTIMATED ANNUAL FEE FOR THE CONTRACT YEAR IN WHICH THE DAMAGE WAS INCURRED. THE FOREGOING LIMITATION UPON THE AMOUNTS OF PROVIDER'S LIABILITY SHALL NOT APPLY TO: (A) LOSSES SUBJECT TO INDEMNIFICATION BY PROVIDER; (B) LOSSES ARISING FROM PROVIDER'S FAILURE TO COMPLY WITH THE PROVISIONS OF SECTION 21 (SUCH LOSSES BEING EXPRESSLY LIMITED BY SECTION 17(c)); (C) LOSSES ARISING FROM PROVIDER'S REPUDIATION OF, OR UNEXCUSED REFUSAL TO PERFORM, THIS AGREEMENT OR ITS FAILURE OR REFUSAL TO CONTINUE SERVICES IN VIOLATION OF SECTIONS 22; AND (D) LOSSES ARISING OUT OF THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF PROVIDER.
(c) THE AGGREGATE CUMULATIVE MONETARY LIABILITY OF EITHER PARTY HEREUNDER FOR LOSSES ARISING FROM SUCH PARTY'S FAILURE TO COMPLY WITH THE PROVISIONS OF SECTIONS 21 NOTWITHSTANDING THE FORM (e.g., CONTRACT, TORT, OR OTHERWISE) IN WHICH ANY ACTION IS BROUGHT, SHALL NOT BE SUBJECT TO THE LIMITATION SET FORTH IN SECTIONS 17(a) and (b), BUT SHALL INSTEAD BE LIMITED TO ONE MILLION DOLLARS ($1,000,000.00) AS A SEPARATE AND DISTINCT LIMITATION. THE FOREGOING LIMITATION UPON THE AMOUNT OF EITHER PARTY'S LIABILITY SHALL N...
Limitation of Liability and Disclaimers. 1. The Parties agree that to the fullest extent applicable, our liability for the Poodll NET Services provided via the Website is governed solely by the Japanese Law.
2. You acknowledge that although we will take reasonable steps to ensure that the Poodll NET Services will be fit for the purposes as advertised, we do not guarantee that:
1. the Poodll NET Services or Website will meet your requirements as the functionality of the Poodll NET Services and Website is dependent configuration on your Device and other components;
2. the Website and Poodll NET Services will work in each of your desired use case scenarios; and
3. the Website or Poodll NET Services can be executed on every operating system, as it is impossible to test each variant.
3. The Poodll NET Services use third party services including third party hosting services which are provided without any sort of warranties, and we cannot ensure that these third party hosting services are provided free of defect or without interruption.
4. We do not warrant that use of Poodll NET Services or Website will be uninterrupted or error free. The operation of Poodll NET Services and Website is dependent on public telephone services, computer networks, the Internet, which can be unpredictable and may from time to time interfere with the use of the Poodll NET Services and Website. We accept no responsibility for any such interference or prevention of your use of the Poodll NET Services or Website.
5. All risk arising out of the use or performance of Poodll NET Services and Website remains with you. You understand and agree that the use of the Poodll NET Services, Website, material or data downloaded or otherwise obtained through the use of the Poodll NET Services, is at your own discretion and risk and that you will be solely responsible for any infections, contaminations or damage to your computer, system or network. We are not responsible or liable for delays, inaccuracies, errors or omissions arising out of your use of the Poodll NET Services and Website, any third party software or operating system.
6. To the maximum extent permitted by law, we and our licensors disclaim all warranties, express or implied, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose and non-infringement of third party intellectual property rights or lack of viruses, for the Poodll NET Services or Website. In no event will we or our licensors be liable for any consequential, incid...
Limitation of Liability and Disclaimers. 11.1 While the information and material contained on the Website is believed to be accurate and current, it is provided by us in good faith on an "as is" basis, and we and our directors, officers, employees, contractors and agents accept no responsibility for and make no representations or warranties to you or to any other person as to the reliability, accuracy or completeness of the information contained on the Website.
11.2 To the extent permitted by law, we exclude all express or implied representations, conditions, guarantees and terms relating to the Products and Services, the Website and these Terms, except those set out in these Terms, including but not limited to:
(a) implied or express guarantees, representations or conditions of any kind, which are not stated in these Terms;
(b) the Website, the products and services being unavailable; and
(c) any loss, damage, costs including legal costs, or expense whether direct, indirect, incidental, special , consequential and/or incidental, including loss of profits, revenue, production, opportunity, access to markets, goodwill, reputation, use or any indirect, remote, abnormal or unforeseeable loss, or any loss or damage relating to business interruption, loss of programs or other data on your information systems or costs of replacement goods, or otherwise, suffered by you or claims made against you, arising out of or in connection with the Website, inability to access or use the Website, the products, the services, the late supply of products, or these Terms, even if we were expressly advised of the likelihood of such loss or damage.
Limitation of Liability and Disclaimers. 12.1 The Seller specifically agrees to indemnify and hold XxxXxx harmless for any loss or liability that AviSim may incur due to the Seller Information having illegal contents or it being illegal to publish it.
12.2 The AviSim Service and all content, services, products and software provided or made available by AviSim through the Marketplace are provided “as is” without warranty of any kind, either express or implied to the fullest extent permitted by law. AviSim and its suppliers and licensors (if any) disclaim all warranties, express or implied including without limitation, those of merchantability, fitness for a particular purpose and no infringement. Seller is solely responsible for the appropriateness of the Marketplace, its content and the products and services marketed on it, for its intended application and use. AviSim does not warrant that the AviSim Service or the Marketplace, their content or the products and services marketed on the Marketplace meet the Seller’s requirements. AviSim expressly disclaims any responsibility for any acts or omissions based on or related to the use of the AviSim Service and/or the Marketplace. IF YOU ARE DISSATISFIED WITH THE AVISIM SERVICE AND/OR THE MARKETPLACE, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE MARKETPLACE.
12.3 To the fullest extent permitted by law, in no event shall AviSim and (as applicable) its directors, employees or suppliers be liable for any damages whatsoever, however caused, whether direct, indirect, general, special, compensatory, consequential and/or incidental, whether in contract or tort or under any other theory of liability, including without limitation bodily injury, emotional distress, loss of revenue, anticipated profits, business or sales, any loss of goodwill or the costs of substitute goods/services arising out of or relating to the conduct of you or anyone else in connection with the use of the Marketplace, AviSim Services or this Agreement.
12.4 AviSim will use its reasonable endeavors to maintain the availability of the Marketplace. There will however be down-time when the Marketplace cannot be accessed and AviSim may have to suspend access to the Marketplace for technical reasons including maintenance and security reasons. AviSim does not warrant to the Seller and gives no representation, whether express or implied, that the operation of the Marketplace will at all times be uninterrupted or error free. Furthermore, AviSim cannot assure that all web browsers supports access t...
Limitation of Liability and Disclaimers. 15.1 Sidekick and the User agree that Sidekick’s liability for the Services provided via the Site and the Software is governed solely by the Australian Consumer Law to the extent applicable, and this Agreement.
15.2 Sidekick has no liability for use of the Software in countries other than Australia.
15.3 To the extent permitted by law, Sidekick’s total liability arising out of or in connection with any breach of any of Sidekick’s obligations under these Terms, or breach of any warranty implied by law, however arising, including under contract, tort, negligence, in equity, under statute or otherwise, is limited to Sidekick re-supplying the Services to you, or, at Sidekick’s option, Sidekick refunding to you the amount you have paid it for the Services to which your claim relates. Sidekick’s total liability to you for all damages in connection with the Services will not exceed the price paid by you under these Terms for the 12 months period prior to the act which gave rise to the liability, or one hundred dollars (AUD$100) if no such payments have been made. The foregoing limitations, exclusions and disclaimers will apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.
15.4 We will take steps to maintain our Privacy Policy after the completion of the use of our Services and termination of this Agreement, for as long as we are required to do so by law.
15.5 You acknowledge that whilst Sidekick will take reasonable steps to ensure that the Software will be fit for the purposes as advertised, Sidekick gives no guarantees that:
(a) the Software will meet your requirements as the functionality of the Software is dependent upon configuration with the End User System and other components;
(b) the Software will work in each of your desired use case scenarios; and
(c) the Software can be executed on every operating system, as it is impossible to test each variant.
15.6 The Software uses third party hosting services, which are provided without any sort of warranties, and Sidekick cannot ensure that these third party hosting services are provided free of defect or without interruption.
15.7 Sidekick does not warrant that use of the Software will be uninterrupted or error free. The operation of the Software is dependent on public telephone services, computer networks and the internet, which can be unpredictable and may from time to time interfere with the use of the Software. Sidekick accepts no responsibility for any s...
Limitation of Liability and Disclaimers. 10.1 This Clause 10 sets out the entire financial liability of GP Strategies (including any liability for the acts or omissions of GP Strategies Group Companies and their respective employees, agents and sub-contractors) to the Client:
10.1.1 arising under or in connection with this Agreement;
10.1.2 in respect of any use made by the Client of the Services, or any part of them; and
10.1.3 in respect of any warranty, representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.
10.2 Except as expressly and specifically provided in this Agreement, all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement including, without limitation, that the Services will be uninterrupted or virus or error free, that any network or other services supplied by any operator other than GP Strategies will be uninterrupted or virus or error free or that the Services will meet the Client’s requirements other than as stated in this Agreement, or operate in combinations with hardware, software, platforms, systems or databases used by or on behalf of the Client.
10.3 Nothing in this Agreement excludes the liability of either Party:
10.3.1 for death or personal injury caused by that Party’s negligence; or
10.3.2 for fraud or fraudulent misrepresentation; or
10.3.3 for any damages resulting from that Party’s wilful misconduct or gross negligence.
10.4 Subject to Clause 10.3:
10.4.1 GP Strategies shall not be liable whether in contract, tort (including for negligence breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise for any loss of revenue, loss of profits, loss of business or contracts, loss of actual or anticipated savings, depletion of goodwill and/or similar losses or loss of or corruption to data or information, or pure economic loss, or for any special, incidental, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement, even if it has been advised of the possibility of the same; and
10.4.2 GP Strategies’ total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or...
Limitation of Liability and Disclaimers. 14.1 We exclude all liability and all warranties under this XXXX to the maximum extent permitted by law, including but not limited to in relation to any use of the Software or any Services offered.
14.2 To the extent permitted by law, our liability and the liability of our employees or agents for a breach of any warranty or liability which by law cannot be excluded, restricted or modified, or under any express warranty, is limited, at our option, to:
(a) the repair or replacement of the Software; or
(b) the supplying of the Services again; or
(c) the payment of the cost of having the Services supplied again.
14.3 Our (and our affiliates’, licensors’, or suppliers’) liability arising in connection with the use of the Software or the Services is limited as follows:
(a) we exclude all liability for consequential, special, indirect or remote loss, lost profits or revenues or damages resulting from lost or corrupted data or business interruption or any loss or damages resulting from system failure, malfunction, shutdown, failure to accurately transfer or read information, failure to provide correct information or any other commercial damages or losses resulting from or related to the use or inability to use the Software/Services, however caused, or the content of the Software/Services, whether based on warranty, contract, tort or any other legal theory, and whether or not we has been advised of the possibility of such damages;
(b) will be liable to you only for our gross negligence or willful misconduct and only to the extent of actual damages incurred by you, and our total maximum total liability arising in connection with this XXXX is capped to the total amount of any Fees paid to us by you in the 12 months preceding the event, which shall be your exclusive remedy;
(c) our liability is excluded to the extent that you contributed to the liability;
(d) we exclude all liability for anything you have been aware of for longer than six months and you have not commenced a claim in a court of competent jurisdiction; and
(e) our liability is subject to your duty to mitigate your loss.
Limitation of Liability and Disclaimers. 11.1 This Clause 11 sets out the entire financial liability of PeopleFluent (including any liability for the acts or omissions of its PeopleFluent Group Companies, and any of the respective employees, agents and sub-contractors) to the Client:
11.1.1 arising under or in connection with this Agreement;
11.1.2 in respect of any use made by the Client of the Services, the Application, or any part of them; and
11.1.3 in respect of any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.
11.2 Except as expressly and specifically provided in this Agreement:
11.2.1 the Client assumes sole responsibility for non-standard iReports and dashboards, results or other output obtained from the use of the Application, and its reports and the Services by the Client and the Users;
11.2.2 PeopleFluent shall have no liability for any damage caused by errors or omissions in any Client Data or any other information, instructions or content provided to PeopleFluent by the Client in connection with the Services, or any actions taken by PeopleFluent at the Client’s direction; and
11.2.3 ALL WARRANTIES, REPRESENTATIONS, CONDITIONS AND ALL OTHER TERMS OF ANY KIND WHATSOEVER IMPLIED BY STATUTE OR COMMON LAW ARE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCLUDED FROM THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, THAT THE SERVICES WILL BE UNINTERRUPTED OR VIRUS OR ERROR FREE, THAT ANY NETWORK OR OTHER SERVICES SUPPLIED BY ANY OPERATOR OTHER THAN PEOPLEFLUENT WILL BE UNINTERRUPTED OR VIRUS OR ERROR FREE OR THAT THE SERVICES WILL MEET THE CLIENT’S REQUIREMENTS OTHER THAN AS STATED IN THIS AGREEMENT, OR OPERATE IN COMBINATIONS WITH HARDWARE, SOFTWARE, PLATFORMS, SYSTEMS OR DATABASES USED BY OR ON BEHALF OF THE CLIENT.
11.3 Nothing in this Agreement excludes the liability of either party:
11.3.1 for death or personal injury caused by that party’s negligence; or
11.3.2 for fraud or fraudulent misrepresentation; or
11.3.3 for any damages resulting from that party’s wilful misconduct or gross negligence.
11.4 Subject to Clause 11.3, the Service Level Terms state the Client’s full and exclusive right and remedy, and PeopleFluent’s only obligation and liability in respect of, the performance and/or availability of the Services, or their non-performance and non- availability.
11.5 Subject to Clause 11.3:
11.5.1 PEOPLEFLUENT SHALL NOT BE LIABLE WHETHER IN CONTRA...
Limitation of Liability and Disclaimers. 16.1.1 Limitation on Amount of the County’s Liability
Limitation of Liability and Disclaimers. Section 21.1 Limitation of Liability 34 Section 21.2 Disclaimers 34
