Common use of Limitation of Liability/Exclusion of Warranties Clause in Contracts

Limitation of Liability/Exclusion of Warranties. IN NO EVENT SHALL CMLS BE LIABLE TO CONSULTANT FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES (EVEN IF CMLS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) OR LOST PROFITS ARISING FROM THIS AGREEMENT OR ANY BREACH OF IT. IN NO EVENT SHALL CMLS BE LIABLE TO CONSULTANT FOR ANY AMOUNT IN EXCESS OF THE FEES CONSULTANT HAS PAID CMLS, IF ANY, IN THE YEAR IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO ANY CLAIM FOR DAMAGES. CONSULTANT ACKNOWLEDGES THAT CMLS PROVIDES THE LICENSED DATA ON AN “AS-IS,” “AS-AVAILABLE” BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTY OF TITLE, NON- INFRINGEMENT AND ACCURACY. CMLS SHALL NOT BE LIABLE TO CONSULTANT FOR ANY CLAIM ARISING FROM INACCURACIES IN THE LICENSED DATA, ANY FAILURE TO UPDATE THE LICENSED DATA PROMPTLY OR THE LICENSED DATA’S INADEQUACY FOR ANY PARTICULAR USE, WHETHER PERSONAL OR COMMERCIAL. CMLS MAKES NO WARRANTY, INCLUDING THOSE REGARDING TITLE, AVAILABILITY OR NON-INFRINGEMENT, REGARDING TRADEMARKS LICENSED UNDER THIS AGREEMENT, IF ANY.

Limitation of Liability/Exclusion of Warranties. IN NO EVENT SHALL CMLS EITHER PARTY OR ANY OF ITS RESPECTIVE AFFILIATES BE LIABLE TO CONSULTANT THE OTHER PARTY HEREUNDER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL SPECIAL, OR PUNITIVE DAMAGES (EVEN IF CMLS SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ), OR LOST PROFITS ARISING FROM THIS AGREEMENT OR ANY BREACH OF IT. EXCEPT FOR CLAIMS FOR INDEMNITY PURSUANT TO PARAGRAPH 21, BELOW, IN NO EVENT SHALL CMLS EITHER PARTY OR ANY OF ITS RESPECTIVE AFFILIATES BE LIABLE TO CONSULTANT THE OTHER PARTY FOR ANY AMOUNT IN EXCESS OF FIFTY THOUSAND DOLLARS ($50,000). THE FEES CONSULTANT HAS PAID CMLSPARTIES ACKNOWLEDGE THAT FRESNOMLS PROVIDES ALL INFORMATION UNDER THIS AGREEMENT, IF ANYINCLUDING, IN THE YEAR IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO WITHOUT LIMITATION, CONFIDENTIAL INFORMATION, FRESNOMLS CONTENT AND ANY CLAIM FOR DAMAGES. CONSULTANT ACKNOWLEDGES THAT CMLS PROVIDES THE LICENSED DATA CONTENT ON AN “AS-IS,” “AS-AVAILABLE” BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTY OF TITLE, NON- INFRINGEMENT NON-INFRINGEMENT, AND ACCURACY. CMLS NEITHER FRESNOMLS NOR ANY OF ITS AFFILIATES SHALL NOT BE LIABLE TO CONSULTANT ANY PARTY HEREUNDER FOR ANY CLAIM ARISING FROM INACCURACIES IN THE LICENSED DATACONTENT, ANY FAILURE TO UPDATE THE LICENSED DATA PROMPTLY CONTENT PROMPTLY, OR THE LICENSED DATACONTENT’S INADEQUACY FOR ANY PARTICULAR USE, WHETHER PERSONAL OR COMMERCIAL. CMLS MAKES NO WARRANTY, INCLUDING THOSE REGARDING TITLE, AVAILABILITY OR NON-INFRINGEMENT, REGARDING TRADEMARKS LICENSED UNDER THIS AGREEMENT, IF ANY.

Limitation of Liability/Exclusion of Warranties. IN NO EVENT SHALL CMLS EITHER PARTY OR ANY OF ITS RESPECTIVE AFFILIATES BE LIABLE TO CONSULTANT THE OTHER PARTY HEREUNDER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL SPECIAL, OR PUNITIVE DAMAGES (EVEN IF CMLS SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ), OR LOST PROFITS ARISING FROM THIS AGREEMENT OR ANY BREACH OF IT. EXCEPT FOR CLAIMS FOR INDEMNITY PURSUANT TO PARAGRAPH 21, BELOW, IN NO EVENT SHALL CMLS EITHER PARTY OR ANY OF ITS RESPECTIVE AFFILIATES BE LIABLE TO CONSULTANT THE OTHER PARTY FOR ANY AMOUNT IN EXCESS OF FIFTY THOUSAND DOLLARS ($50,000). THE FEES CONSULTANT HAS PAID CMLSPARTIES ACKNOWLEDGE THAT ACTRIS PROVIDES ALL INFORMATION UNDER THIS AGREEMENT, IF ANYINCLUDING, IN THE YEAR IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO WITHOUT LIMITATION, CONFIDENTIAL INFORMATION, ACTRIS CONTENT AND ANY CLAIM FOR DAMAGES. CONSULTANT ACKNOWLEDGES THAT CMLS PROVIDES THE LICENSED DATA CONTENT ON AN “AS-IS,” “AS-AS- AVAILABLE” BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTY OF TITLE, NON- INFRINGEMENT INFRINGEMENT, AND ACCURACY. CMLS NEITHER ACTRIS NOR ANY OF ITS AFFILIATES SHALL NOT BE LIABLE TO CONSULTANT ANY PARTY HEREUNDER FOR ANY CLAIM ARISING FROM INACCURACIES IN THE LICENSED DATACONTENT, ANY FAILURE TO UPDATE THE LICENSED DATA PROMPTLY CONTENT PROMPTLY, OR THE LICENSED DATACONTENT’S INADEQUACY FOR ANY PARTICULAR USE, WHETHER PERSONAL OR COMMERCIAL. CMLS MAKES NO WARRANTY, INCLUDING THOSE REGARDING TITLE, AVAILABILITY OR NON-INFRINGEMENT, REGARDING TRADEMARKS LICENSED UNDER THIS AGREEMENT, IF ANY.1

Limitation of Liability/Exclusion of Warranties. LICENSEE ASSUMES RESPONSIBILITY FOR ANY AND ALL LOSSES OR DAMAGES THAT ARISE OUT OF LICENSEE’S USE OF THE LICENSED MARKS. IN NO EVENT SHALL CMLS RESO BE LIABLE TO CONSULTANT LICENSEE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, SPECIAL CONSEQUENTIAL OR PUNITIVE DAMAGES (OF ANY KIND WHATSOEVER ARISING FROM ANY BREACH OF THIS AGREEMENT, EVEN IF CMLS RESO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) OR LOST PROFITS ARISING FROM ; LICENSEE’S SOLE REMEDIES AGAINST RESO HEREUNDER SHALL BE TERMINATION OF THIS AGREEMENT OR ANY BREACH OF IT. IN NO EVENT SHALL CMLS BE LIABLE TO CONSULTANT FOR ANY AMOUNT AND DIRECT DAMAGES NOT IN EXCESS OF THE FEES CONSULTANT HAS PAID CMLS, IF ANY, IN THE YEAR IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO ANY CLAIM FOR DAMAGES$100. CONSULTANT ACKNOWLEDGES THAT CMLS RESO PROVIDES THE RESO MARKS AND LICENSED DATA MARKS ON AN “AS-AS IS,” “AS-AVAILABLE” BASISBASIS AND DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES EXCEPT THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT. THIS PARAGRAPH SETS OUT LICENSEE’S EXCLUSIVE REMEDIES, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTY OF TITLE, NON- INFRINGEMENT AND ACCURACYUNDER NO CIRCUMSTANCES SHALL LICENSEE BE ENTITLED TO EQUITABLE REMEDIES. CMLS SHALL NOT BE LIABLE TO CONSULTANT FOR ANY CLAIM ARISING FROM INACCURACIES IN THE LICENSED DATA, ANY FAILURE TO UPDATE THE LICENSED DATA PROMPTLY OR THE LICENSED DATA’S INADEQUACY FOR ANY PARTICULAR USE, WHETHER PERSONAL OR COMMERCIAL. CMLS RESO MAKES NO WARRANTY, INCLUDING THOSE REGARDING OF TITLE, AVAILABILITY AVAILABILITY, OR NON-INFRINGEMENT, REGARDING TRADEMARKS THE RESO MARKS AND LICENSED UNDER THIS AGREEMENT, IF ANYMARKS.

Limitation of Liability/Exclusion of Warranties. (a) IN NO EVENT SHALL CMLS ARMLS BE LIABLE TO LICENSEE OR CONSULTANT FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, SPECIAL CONSEQUENTIAL OR PUNITIVE DAMAGES (OF ANY KIND WHATSOEVER ARISING FROM ANY BREACH OF THIS AGREEMENT, EVEN IF CMLS ARMLS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) OR LOST PROFITS ARISING FROM ; LICENSEE’S AND CONSULTANT'S SOLE REMEDIES AGAINST ARMLS HEREUNDER SHALL BE TERMINATION OF THIS AGREEMENT OR ANY BREACH OF IT. IN NO EVENT SHALL CMLS BE LIABLE TO CONSULTANT FOR ANY AMOUNT AND DIRECT DAMAGES NOT IN EXCESS OF THE FEES AMOUNTS LICENSEE AND CONSULTANT HAS HAVE PAID CMLS, IF ANY, TO ARMLS HEREUNDER IN THE YEAR 12 MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO ANY CLAIM FOR DAMAGESBREACH. CONSULTANT ACKNOWLEDGES THAT CMLS PROVIDES THE LICENSED DATA ON AN “AS-IS,” “AS-AVAILABLE” BASISARMLS DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES EXCEPT THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT. THIS PARAGRAPH SETS OUT LICENSEE’S AND CONSULTANT'S EXCLUSIVE REMEDIES AGAINST ARMLS. (b) Licensee and Consultant agree to assert any claim, WITHOUT damage or cause of action arising out of or related to this Agreement or any Confidential Information only against ARMLS, and not against any of ARMLS’ licensors, affiliates, shareholders, client boards or associations, officers, directors, employees, agents, or representatives or ARMLS Subscribers. As a condition of Licensee’s and Consultant’s entering into this Agreement and the rights granted to Licensee and Consultant, Licensee and Consultant irrevocably waive all such claims against any of ARMLS’ licensors, affiliates, shareholders, client boards and associations, officers, directors, employees, agents or representatives or ARMLS Subscribers (c) EXCEPT FOR ANY EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, ARMLS EXPRESSLY DISCLAIMS AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS WHETHER EXPRESS, IMPLIED OR IMPLIEDSTATUTORY, INCLUDING WARRANTY ANY IMPLIED OR OTHER WARRANTIES: (i) OF TITLEMERCHANTABILITY, NON- INFRINGEMENT AND ACCURACY. CMLS SHALL NOT BE LIABLE TO CONSULTANT OF FITNESS FOR ANY CLAIM ARISING FROM INACCURACIES IN THE LICENSED DATAA PARTICULAR PURPOSE, ANY FAILURE TO UPDATE THE LICENSED DATA PROMPTLY OR THE LICENSED DATA’S INADEQUACY FOR ANY PARTICULAR USE, WHETHER PERSONAL OR COMMERCIAL. CMLS MAKES NO WARRANTY, INCLUDING THOSE REGARDING TITLE, AVAILABILITY OR NON-INFRINGEMENT, REGARDING TRADEMARKS WORKMANLIKE EFFORT, QUALITY, ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY, TITLE, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS, OR SYSTEM INTEGRATION; (ii) OF CONFORMANCE TO ANY DEMONSTRATION OR PROMISE BY ARMLS; (iii) ARISING THROUGH COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, OR (iv) THAT ACCESS TO OR USE OF THE LICENSED UNDER THIS AGREEMENTDATA WILL BE UNINTERRUPTED, IF ANYERROR FREE OR COMPLETELY SECURE.

Limitation of Liability/Exclusion of Warranties. IN NO EVENT SHALL CMLS DATA PROVIDERS BE LIABLE TO CONSULTANT FIRM, NON-PRINCIPAL BROKER PARTY OR CONSULTANT, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES (EVEN IF CMLS HAS DATA PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) OR LOST PROFITS ARISING FROM THIS AGREEMENT OR ANY BREACH OF IT. IN NO EVENT SHALL CMLS NCMMLS BE LIABLE TO FIRM, ANY NON-PRINCIPAL BROKER PARTY, OR CONSULTANT FOR ANY AMOUNT IN EXCESS OF THE FEES FIRM AND CONSULTANT HAS HAVE PAID CMLSNCMMLS, IF ANY, IN THE YEAR IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO ANY CLAIM FOR DAMAGES. CONSULTANT ACKNOWLEDGES FIRM AND ALL NON- PRINCIPAL BROKER PARTIES ACKNOWLEDGE THAT CMLS PROVIDES DATA PROVIDERS PROVIDE THE LICENSED DATA ON AN “AS-IS,” “AS-AVAILABLE” BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTY OF TITLE, NON- NON-INFRINGEMENT AND ACCURACY. CMLS DATA PROVIDERS SHALL NOT BE LIABLE TO FIRM, NON-PRINCIPAL BROKER PARTY OR CONSULTANT FOR ANY CLAIM ARISING FROM INACCURACIES IN THE LICENSED DATA, ANY FAILURE TO UPDATE THE LICENSED DATA PROMPTLY OR THE LICENSED DATA’S INADEQUACY FOR ANY PARTICULAR USE, WHETHER PERSONAL OR COMMERCIAL. CMLS NCMMLS MAKES NO WARRANTY, INCLUDING THOSE REGARDING TITLE, AVAILABILITY OR NON-INFRINGEMENT, REGARDING TRADEMARKS LICENSED UNDER THIS AGREEMENT, IF ANY.

Limitation of Liability/Exclusion of Warranties. IN NO EVENT SHALL CMLS DATA PROVIDERS BE LIABLE TO CONSULTANT FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES (EVEN IF CMLS HAS DATA PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) OR LOST PROFITS ARISING FROM THIS AGREEMENT OR ANY BREACH OF IT. IN NO EVENT SHALL CMLS BE LIABLE TO CONSULTANT FOR ANY AMOUNT IN EXCESS OF THE FEES CONSULTANT HAS PAID CMLS, IF ANY, IN THE YEAR IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO ANY CLAIM FOR DAMAGES. CONSULTANT ACKNOWLEDGES THAT CMLS PROVIDES THE LICENSED DATA ON AN “AS-IS,” “AS-AVAILABLE” BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTY OF TITLE, NON- NON-INFRINGEMENT AND ACCURACY. CMLS DATA PROVIDERS SHALL NOT BE LIABLE TO CONSULTANT FOR ANY CLAIM ARISING FROM INACCURACIES IN THE LICENSED DATA, ANY FAILURE TO UPDATE THE LICENSED DATA PROMPTLY OR THE LICENSED DATA’S INADEQUACY FOR ANY PARTICULAR USE, WHETHER PERSONAL OR COMMERCIAL. CMLS MAKES NO WARRANTY, INCLUDING THOSE REGARDING TITLE, AVAILABILITY OR NON-INFRINGEMENT, REGARDING TRADEMARKS LICENSED UNDER THIS AGREEMENT, IF ANY.

Limitation of Liability/Exclusion of Warranties. (a) Neither Owner nor any Participant shall be liable to Charterer, whether under contract, tort (including negligence or strict liability), or otherwise, for any indirect, special or consequential damages of any nature whatsoever arising out of the demise of the Vessel pursuant to this Charter, the breach of this Charter, or out of the condition, use, operation or maintenance of the Vessel, including, but not limited to, any liability for personal injury, death, property damage, pollution or any other indirect, special or consequential damages or loss arising out of any defects in, failures, or malfunctions of the Vessel or any of the appurtenances thereof. (b) CHARTERER ACKNOWLEDGES THAT NEITHER OWNER NOR ANY PARTICIPANT DEAL IN NO EVENT SHALL CMLS BE LIABLE TO CONSULTANT FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES (EVEN IF CMLS HAS BEEN ADVISED PROPERTY OF THE POSSIBILITY OF SUCH DAMAGES) OR LOST PROFITS ARISING FROM KIND SUBJECT TO THIS AGREEMENT CHARTER, NOR DOES OWNER OR ANY BREACH OF ITPARTICIPANT POSSESS OR OTHERWISE BY ITS OCCUPATION HOLD ITSELF OR ITS AGENTS OUT AS HAVING KNOWLEDGE OR SKILL PECULIAR TO THE VESSEL INVOLVED IN THIS TRANSACTION. IN NO EVENT SHALL CMLS BE LIABLE TO CONSULTANT FOR ANY AMOUNT IN EXCESS OF THE FEES CONSULTANT HAS PAID CMLS, IF ANY, IN THE YEAR IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO ANY CLAIM FOR DAMAGES. CONSULTANT CHARTERER ACKNOWLEDGES THAT CMLS PROVIDES IT HAS INSPECTED AND IS THOROUGHLY FAMILIAR WITH THE LICENSED DATA ON AN “AS-IS,” “AS-AVAILABLE” BASISVESSEL AND HER APPURTENANCES AND THAT IT HAS REQUESTED OWNER AND PARTICIPANTS TO CHARTER THE VESSEL TO CHARTERER. NEITHER OWNER NOR ANY PARTICIPANT MAKES, WITHOUT REPRESENTATIONS NOR SHALL OWNER OR WARRANTIES ANY PARTICIPANT, BY VIRTUE OF HAVING CHARTERED OR LEASED THE VESSEL TO CHARTERER PURSUANT TO THIS CHARTER, BE DEEMED TO HAVE MADE, ANY REPRESENTATION OR WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTY OF TITLEWITH RESPECT TO (I) THE CONDITION, NON- INFRINGEMENT AND ACCURACY. CMLS SHALL NOT BE LIABLE TO CONSULTANT FOR ANY CLAIM ARISING FROM INACCURACIES IN THE LICENSED DATAMERCHANTABILITY, ANY FAILURE TO UPDATE THE LICENSED DATA PROMPTLY OR THE LICENSED DATA’S INADEQUACY FITNESS FOR ANY PARTICULAR USEPURPOSE, DESIGN, CLASSIFICATION, SEAWORTHINESS, CONDITION OR QUALITY OF SUCH VESSEL, HER EQUIPMENT OR APPURTENANCES, OR AS TO THE MATERIAL OR WORKMANSHIP INCORPORATED THEREIN, (II) THE ELIGIBILITY OF THE VESSEL TO ENGAGE IN ANY PARTICULAR TRADE, OR (III) THE ABSENCE OF ANY VICES OR DEFECTS IN THE VESSEL, WHETHER PERSONAL HIDDEN OR COMMERCIALOTHERWISE. (c) By execution of this Charter and Owner’s form of Delivery and Acceptance Certificate, Charterer acknowledges (a) that it has inspected the Vessel at its expense prior to the Commencement Date, or that it has irrevocably waived that right, (b) that the Vessel is satisfactory and suitable for the purposes required by Charterer, is in full compliance with the terms of this Charter, and is, in all respects, seaworthy and in good condition and repair, and (c) the Charterer has irrevocably accepted the Vessel, “AS IS, WHERE IS” on the Commencement Date, and that this Charter and the Delivery and Acceptance Certificate shall constitute conclusive evidence as between Owner and Charterer of the seaworthy condition of the Vessel at the Commencement Date. CMLS MAKES NO WARRANTYNothing contained in this Section 6(c) or any other Charter Document shall, INCLUDING THOSE REGARDING TITLEor shall be interpreted to, AVAILABILITY OR NON-INFRINGEMENTrelease or otherwise limit or impair any claim or right or remedy of Owner or Charterer against the prior owner or the builder of the Vessel or against the manufacturer of any appurtenance incorporated into and forming a component part of the Vessel (to the extent that any such claim, REGARDING TRADEMARKS LICENSED UNDER THIS AGREEMENT, IF ANYor right or remedy presently exists).