Common use of Limitation of Liability: Disclaimer of Warranty Clause in Contracts

Limitation of Liability: Disclaimer of Warranty. Except to the extent required by Section 8.1(a) of this Agreement, in no event shall either Party, with respect to any claim arising out of this Agreement, whether based on contract, tort (including the negligence of such Party, whether sole or joint and concurrent with the negligence of such other Party or some third-party's gross negligence, willful misconduct, or strict liability) or otherwise, be liable for any indirect, special, incidental, punitive, exemplary, or consequential damages, including, but not limited to, delays, lost profits, business interruptions, and claims of suppliers and customers, whether or not (i) such damages were reasonably foreseeable or (ii) such Party was advised or aware that such damages might be incurred. NGrid's total cumulative liability for all claims of any kind, whether based upon contract, tort (including negligence and strict liability), or otherwise, for any loss, injury, or damage connected with, or resulting from, this Agreement, shall not exceed the aggregate amount of all payments made to NGrid by Athens pursuant to Section 4.1(a) of this Agreement and/or that were paid pursuant to the December 14, 2006 Agreement. THE WARRANTIES AND REPRESENTATIONS SET FORTH IN ARTICLE 12 ARE EXCLUSIVE AND NEITHER PARTY MAKES ANY OTHER WARRANTIES, REPRESENTATIONS, OR GUARANTEES IN CONNECTION WITH THIS AGREEMENT, WHETHER STATUTORY, ORAL, WRITTEN, EXPRESS, OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; ALL SUCH WARRANTIES, REPRESENTATIONS, AND GUARANTEES ARE EXPRESSLY DISCLAIMED. THIS DISCLAIMER SHALL SURVIVE ANY CANCELLATION, COMPLETION, TERMINATION OR EXPIRATION OF THIS AGREEMENT. ANY WARRANTIES PROVIDED BY ORIGINAL MANUFACTURERS', LICENSORS', OR PROVIDERS' OF MATERIAL, EQUIPMENT, OR OTHER ITEMS PROVIDED OR USED IN CONNECTION WITH THIS AGREEMENT ("THIRD PARTY WARRANTIES") ARE NOT TO BE CONSIDERED WARRANTIES OF EITHER PARTY AND NO PARTY MAKES ANY REPRESENTATIONS, GUARANTEES, OR WARRANTIES AS TO THE APPLICABILITY OR ENFORCEABILITY OF ANY SUCH THIRD PARTY WARRANTIES.

Limitation of Liability: Disclaimer of Warranty. Except to the extent required by Section 8.1(a) of Unless otherwise provided in this Agreementagreement, in no event shall either PartyCompany or any Affiliate be liable to the other for any lost profits or any special, with respect to incidental, consequential, exemplary, punitive or other indirect damages of any claim arising out of this Agreementnature, for any reason, whether based on breach of contract, tort (including the negligence of such Party, whether sole or joint and concurrent with the negligence of such other Party or some third-party's gross negligence, willful misconduct), or strict liability) or otherwise, be liable for any indirect, special, incidental, punitive, exemplary, or consequential damages, including, but not limited to, delays, lost profits, business interruptions, otherwise and claims of suppliers and customers, whether or not (i) either has been advised of the possibility of such damages were reasonably foreseeable or (ii) such Party was advised or aware that such damages might be incurreddamages. NGrid's total cumulative liability for all claims of any kindDUE TO THE NATURE OF INTERNET AVAILABILITY AND ACCESSIBILITY, whether based upon contractCOMPANY CANNOT GUARANTEE THAT THERE WILL BE NO DOWNTIME OR OTHER INTERRUPTIONS IN SERVICE REGARDING THE LINKS OR OUR SERVICES. WITHOUT LIMITING THE ABOVE, tort (including negligence and strict liability)THE LINKS, or otherwise, for any loss, injury, or damage connected with, or resulting from, this Agreement, shall not exceed the aggregate amount of all payments made to NGrid by Athens pursuant to Section 4.1(a) of this Agreement and/or that were paid pursuant to the December 14, 2006 Agreement. THE WARRANTIES OUR CLIENT SITES AND REPRESENTATIONS SET FORTH IN ARTICLE 12 ARE EXCLUSIVE AND NEITHER PARTY MAKES ANY OTHER MATERIALS PROVIDED TO AFFILIATE ARE PROVIDED "AS IS," WITHOUT ANY WARRANTY OF ANY KIND, AND COMPANY MAKE NO WARRANTIES, REPRESENTATIONSEXPRESS OR IMPLIED, BY OPERATION OF LAW OR GUARANTEES IN CONNECTION WITH THIS AGREEMENTOTHERWISE, WHETHER STATUTORY, ORAL, WRITTENAND EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR IMPLIEDSTATUTORY, INCLUDING, INCLUDING WITHOUT LIMITATION, LIMITATION ANY WARRANTIES OF MERCHANTABILITY AND TITLE, NONINFRINGEMENT, and: (A) MERCHANTABILITY, CLIENTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; , (B) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS THEREIN, (C) THAT A PARTY'S SECURITY METHODS EMPLOYED WILL BE SUFFICIENT IN ALL SUCH CIRCUMSTANCES OR IN THE FACE OF ALL ATTACKS, (D) REGARDING CORRECTNESS, ACCURACY, OR RELIABILITY OF ANY INFORMATION SET FORTH THEREIN OR THEREON, OR (E) AGAINST INTERFERENCE WITH ENJOYMENT OF A PARTY'S "INFORMATION" (WEB SITE). ALL 'INFORMATION' AND 'COMPUTER PROGRAMS' PROVIDED IN THE COURSE OF THIS AGREEMENT ARE PROVIDED WITH ALL FAULTS, AND THE ENTIRE RISK, AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH THE USER. SOME STATES LIMIT THE ABILITY TO DISCLAIM ALL WARRANTIES, REPRESENTATIONSSO THIS CLAUSE OR SOME PORTIONS OF IT MAY NOT APPLY TO YOU. Company makes no representations and warranties whatsoever, AND GUARANTEES ARE EXPRESSLY DISCLAIMEDand disclaims any responsibility and liability, regarding the content or nature of any Specified Advertising Materials or Program made available on the Site, or any product or service advertised in connection therewith. THIS DISCLAIMER SHALL SURVIVE ANY CANCELLATIONCompany has no liability to Affiliate for unapproved materials, COMPLETIONincluding all copy, TERMINATION OR EXPIRATION OF THIS AGREEMENTimages, URL names, and search terms used by Affiliate to promote the client partner. ANY WARRANTIES PROVIDED BY ORIGINAL MANUFACTURERS'Company makes no representations whatsoever about any other website which Affiliate may access through the service. When Affiliate accesses a website that is not associated with and independent from Company, LICENSORS'Affiliate acknowledges that Company has no control over the content of that website. Furthermore, OR PROVIDERS' OF MATERIALa link to a non-Company website does not mean that Company endorses or accepts any responsibility for the content or the use of such website. It is Affiliate's sole responsibility to take precautions to ensure that websites, EQUIPMENTdownloads, OR OTHER ITEMS PROVIDED OR USED IN CONNECTION WITH THIS AGREEMENT ("THIRD PARTY WARRANTIES") ARE NOT TO BE CONSIDERED WARRANTIES OF EITHER PARTY AND NO PARTY MAKES ANY REPRESENTATIONSattachments, GUARANTEESand other such files are free of such items as Trojan horses, OR WARRANTIES AS TO THE APPLICABILITY OR ENFORCEABILITY OF ANY SUCH THIRD PARTY WARRANTIESworms, viruses, and other items of a destructive nature.

Limitation of Liability: Disclaimer of Warranty. Except to the extent required by Section 8.1(a) of Unless otherwise provided in this Agreementagreement, in no event shall either PartyCompany or any Affiliate be liable to the other for any lost profits or any special, with respect to incidental, consequential, exemplary, punitive or other indirect damages of any claim arising out of this Agreementnature, for any reason, whether based on breach of contract, tort (including the negligence of such Party, whether sole or joint and concurrent with the negligence of such other Party or some third-party's gross negligence, willful misconduct), or strict liability) or otherwise, be liable for any indirect, special, incidental, punitive, exemplary, or consequential damages, including, but not limited to, delays, lost profits, business interruptions, otherwise and claims of suppliers and customers, whether or not (i) either has been advised of the possibility of such damages were reasonably foreseeable or (ii) such Party was advised or aware that such damages might be incurreddamages. NGrid's total cumulative liability for all claims of any kindDUE TO THE NATURE OF INTERNET AVAILABILITY AND ACCESSIBILITY, whether based upon contractCOMPANY CANNOT GUARANTEE THAT THERE WILL BE NO DOWNTIME OR OTHER INTERRUPTIONS IN SERVICE REGARDING THE LINKS OR OUR SERVICES. WITHOUT LIMITING THE ABOVE, tort (including negligence and strict liability)THE LINKS, or otherwise, for any loss, injury, or damage connected with, or resulting from, this Agreement, shall not exceed the aggregate amount of all payments made to NGrid by Athens pursuant to Section 4.1(a) of this Agreement and/or that were paid pursuant to the December 14, 2006 Agreement. THE WARRANTIES OUR CLIENT SITES AND REPRESENTATIONS SET FORTH IN ARTICLE 12 ARE EXCLUSIVE AND NEITHER PARTY MAKES ANY OTHER MATERIALS PROVIDED TO AFFILIATE ARE PROVIDED "AS IS," WITHOUT ANY WARRANTY OF ANY KIND, AND COMPANY MAKE NO WARRANTIES, REPRESENTATIONSEXPRESS OR IMPLIED, BY OPERATION OF LAW OR GUARANTEES IN CONNECTION WITH THIS AGREEMENTOTHERWISE, WHETHER STATUTORY, ORAL, WRITTENAND EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR IMPLIEDSTATUTORY, INCLUDING, INCLUDING WITHOUT LIMITATION, LIMITATION ANY WARRANTIES OF MERCHANTABILITY AND TITLE, NONINFRINGEMENT, and: (A) MERCHANTABILITY, CLIENTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; , (B) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS THEREIN, (C) THAT A PARTY'S SECURITY METHODS EMPLOYED WILL BE SUFFICIENT IN ALL SUCH CIRCUMSTANCES OR IN THE FACE OF ALL ATTACKS, (D) REGARDING CORRECTNESS, ACCURACY, OR RELIABILITY OF ANY INFORMATION SET FORTH THEREIN OR THEREON, OR (E) AGAINST INTERFERENCE WITH ENJOYMENT OF A PARTY'S "INFORMATION" (WEB SITE). ALL 'INFORMATION' AND 'COMPUTER PROGRAMS' PROVIDED IN THE COURSE OF THIS AGREEMENT ARE PROVIDED WITH ALL FAULTS, AND THE ENTIRE RISK, AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH THE USER. SOME STATES LIMIT THE ABILITY TO DISCLAIM ALL WARRANTIES, REPRESENTATIONSSO THIS CLAUSE OR SOME PORTIONS OF IT MAY NOT APPLY TO YOU. Company makes no representations and warranties whatsoever, AND GUARANTEES ARE EXPRESSLY DISCLAIMEDand disclaims any responsibility and liability, regarding the content or nature of any Specified Advertising Materials or Program made available on the Site, or any product or service advertised in connection therewith. THIS DISCLAIMER SHALL SURVIVE ANY CANCELLATIONCompany has no liability to Affiliate for unapproved materials, COMPLETIONincluding all copy, TERMINATION OR EXPIRATION OF THIS AGREEMENTimages, URL names, and search terms used by Affiliate to promote the client partner. ANY WARRANTIES PROVIDED BY ORIGINAL MANUFACTURERS'Company makes no representations whatsoever about any other website which Affiliate may access through the service. When Affiliate accesses a website that is not associated with and independent from Company, LICENSORS'Affiliate acknowledges that Company has no control over the content of that website. Furthermore, OR PROVIDERS' OF MATERIALa link to a non- Company website does not mean that Company endorses or accepts any responsibility for the content or the use of such website. It is Affiliate's sole responsibility to take precautions to ensure that websites, EQUIPMENTdownloads, OR OTHER ITEMS PROVIDED OR USED IN CONNECTION WITH THIS AGREEMENT ("THIRD PARTY WARRANTIES") ARE NOT TO BE CONSIDERED WARRANTIES OF EITHER PARTY AND NO PARTY MAKES ANY REPRESENTATIONSattachments, GUARANTEESand other such files are free of such items as Trojan horses, OR WARRANTIES AS TO THE APPLICABILITY OR ENFORCEABILITY OF ANY SUCH THIRD PARTY WARRANTIESworms, viruses, and other items of a destructive nature.