Limitation of liability, Indemnities.
9.1 Save where expressly stated in clause 9.5, MarketAxess excludes to the fullest extent permitted by law any liability under any title (including, but not limited to, liability for breach of contract, tort, or breach of statutory duty) however incurred, any loss of profit, loss of revenue, loss of anticipated savings, loss or corruption of, or damage to, software or data, loss of contract or opportunity, loss of goodwill, business interruption or loss of claim (in each case whether direct, indirect or consequential, or whether or not reasonably foreseeable or actually contemplated by the Parties at the time).
9.2 The Customer acknowledges that information used to provide the Market Data Services is obtainedfrom third party sources and has not been independently verified by MarketAxess, and agrees that MarketAxess shall not be responsible or liable in any way for the content of the Market Data or uses to which such Market Data or Derived Data is put by Customer (including, but not limited to, any reliance placed on such Market Data).
9.3 Customer agrees that the Market Data Services and the Market Data are provided on an “as is” and “as available” basis and, to the fullest extent permitted by applicable law, provided without any warranties, representations, guarantees, undertakings, terms or conditions of any kind, whether express or implied, including those relating to satisfactory quality, quantity, fitness for purpose or use, completeness, accuracy, timeliness and uninterrupted or error-free availability.
9.4 The aggregate liability of MarketAxess in connection with the Market Data Services shall not exceed the Charges paid by the Customer for the relevant Market Data Service in the three calendar month period prior to the date on which the act or omission which gave rise to the claim against MarketAxess occurred.
9.5 The exclusions in this clause 9 shall apply to the fullest extent permitted by applicable law to acts and omissions of each Party, but neither Party excludes liability for death or personal injury caused by the negligence of that Party or its Representatives; fraud; or any other liability which cannot be excluded by applicable law.
9.6 The Customer agrees to indemnify MarketAxess against any Losses incurred by MarketAxess and its Representatives resulting from, related or attributable to, or in connection with (i) any non- compliance by the Customer with this Master Agreement, including disclosure or transfer by the Customer of Market ...
Limitation of liability, Indemnities. A. PA and the Agencies shall use their best efforts to insure the accuracy of its information. PA and the Agencies do not, however, guarantee the sequence, accuracy or completeness of any such material and shall not be liable in any way to SUBSCRIBER, its Users or any third parties or to any other person who may use the information or to whom the information may be furnished, or to any other person whatsoever, for any delays, inaccuracies, errors or omissions therefrom or in the transmission or delivery of all or any part thereof or for any damage arising therefrom or occasioned thereby. EXCEPT AS STATED IN PARAGRAPH VII B BELOW, IN NO EVENT SHALL PA OR THE ASSOCIATED PRESS OR THE AGENCIES BE LIABLE TO SUBSCRIBER FOR ANY DIRECT, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR ANY OTHER DAMAGES ARISING FROM THE AVAILABILITY OF THE INFORMATION, REGARDLESS OF THE FORM OF ACTION WHETHER CONTRACT OR TORT.
B. (i) Either party, at its expense, will defend any action brought against the other based on a claim that the information or the software supplied hereunder by the indemnifying party, infringes a United States patent, trademark or copyright, or constitutes appropriation of a United States based trade secret, and the indemnifying party will pay costs of the action (including reasonable attorney's fees) and any damages finally awarded against the other party or any users in such action; provided, however, that such defense and payments are conditioned upon the following: (i) the indemnifying party shall be notified promptly in writing by the other or any end user of the existence of any such claim; (ii) the indemnifying party have sole control of the defense of any action on such claim and all negotiations for its settlement or compromise; and (iii) no settlement or compromise may be finally executed without the prior written consent of the indemnifying party. If in the opinion of the indemnifying party, the material or software described herein is likely to become the subject of a claim of infringement of a United States patent, trademark or copyright, or appropriation of a United States trade secret, the other party or the end user shall permit the indemnifying party, at its option and expense, either (i) to procure the right to continue use of the information or software at issue; (ii) replace or modify such material so that it becomes non-infringing; or (iii) if (i) or (ii) cannot reasonably be accomplished, to terminate this Agreement without further liability.
Limitation of liability, Indemnities. 1. Licensee and its Affiliates (and sublicensees) are fully responsible (and liable as the case may be) for their use of Source Material (including, for the avoidance of doubt, for the combination of traits in accordance with Article 2.6 as the case may be) and/or the development, production, packaging, treating, marketing, selling, delivery or other use of Licensed Product(s). Licensor shall not assume any responsibility or liability towards Licensee, its Affiliates, its sublicensees or any third party (such as, without limitation, Customers of Licensee) in this respect, irrespective of the type of action (including tort, negligence, contract, strict liability, defective goods and breach of warranty).
2. In no event will Licensor or its Affiliates be liable for any indirect, consequential, punitive or other special damages suffered by licensee or its affiliates, including but not limited to
(i) lost profits, income or revenue, (ii) costs of procuring substitute goods or services, (iii) reputational damages, (iv) lost business or clientele, (v) enhanced damages for intellectual property infringements, (vi) interests, penalties and legal and other professional costs and expenses, and (vii) damage resulting from third-party claims, including but not limited to clientele and/or suppliers of the Licensee.
3. Licensee agrees to indemnify Licensor against all loss, actions, claims, costs, damages, demands and expenses which the Licensor may incur, suffer or sustain arising out or as a result of the use, development, production, packaging, treating, marketing, selling and/or delivery of the Licensed Product(s) or relating otherwise to the exercise by Licensee and/or its Affiliates or sublicensees of the rights as herein granted and whether arising out of any matter, product or process approved by Licensor hereunder or not.
Limitation of liability, Indemnities a. Neither BIAS nor any of its shareholders, directors or employees shall be liable for any act, omission, error of judgment, mistake or loss suffered by the Client (including without (including without limitation, any losses that may be sustained in connection with the purchase, holding, redemption or sale of any security on behalf of the Client) except such as may result from fraud, willful misconduct or negligence by BIAS. BIAS shall not be liable for any act, omission, error or judgment, mistake, fraud, willful misconduct, or negligence of any mutual fund manager, independent representative, broker or other person selected or engaged by BIAS on behalf of the Client in the performance of this Agreement unless such person was selected or engaged by BIAS negligently.
b. The Client hereby indemnifies and keeps indemnified and holds harmless BIAS from and against all actions, proceedings, claims, costs, demands and expenses which:—
i. Result in any way from the performance or non-performance of BIAS’s duties hereunder except such as may result from fraud, willful misconduct or willful default by BIAS, or
ii. Arise or are brought against BIAS by virtue of BIAS having acted in accordance with any instruction of the Client except such as may result from fraud, willful misconduct or willful default by BIAS.
Limitation of liability, Indemnities. 3.1 YAPSTONE SHALL IN NO WAY BE LIABLE TO YOU DUE TO ANY DISRUPTION OR NON-AVAILABLITY OF THE SERVICES OR WEBSITE DURING WHICH GUESTS ARE UNABLE TO ACCESS OR USE THE SERVICES OR WEBSITE OR ANY FAILURES THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION OR SETTLEMENT OF A PAYMENT OR THE SERVICES.
3.2 IN NO EVENT WILL EITHER PARTY, ITS AFFILIATES OR ITS SUPPLIERS, BE LIABLE TO THE OTHER PARTY, OR TO ANY THIRD PARTY, FOR CONSEQUENTIAL, EXEMPLARY, INDIRECT, SPECIAL OR INCIDENTAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, EVEN IF THE PARTY OTHERWISE LIABLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL YAPSTONE'S AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE FEES THAT YAPSTONE HAS RECEIVED AND RETAINED UNDER THIS AGREEMENT DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM ARISES. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. Each party acknowledges that the other party has entered into this Agreement relying on the limitations of liability stated in this paragraph and that these limitations are an essential basis of the bargain between the parties.
Limitation of liability, Indemnities. Except as may be otherwise provided in this Paragraph, neither party shall be liable to the other, under this Loan Agreement or otherwise, whether based in contract, strict liability, tort (including negligence) or warranty (whether express or implied) for any of the other party's indirect, incidental, consequential, or special damages of any nature whatsoever. Notwithstanding the foregoing:
A. CHARTER shall indemnify, defend and hold NESC harmless with respect to any claims, expenses (including court costs and attorney's fees and expenses), liability or damages, whether based in contract, strict liability, tort (including negligence), warranty or otherwise, arising out of (1) any representation or warranty of CHARTER contained in this Loan Agreement being false or misleading in any material respect, or (2) the negligence, fraud or other misconduct of CHARTER, its employees and agents, and
B. NESC shall indemnify, defend and hold CHARTER harmless with respect to any claims, expenses (including court costs and attorney's fees and expenses), liability or damages, whether based in contract, strict liability, tort (including negligence), and warranty or otherwise, arising out of (1) any representation or warranty of NESC contained in this Loan Agreement being false or misleading in any material respect, (2) the failure of NESC to comply with any applicable federal, state or local law, rule, regulation or ordinance, unless such failure was attributable to the negligence, fraud, or other misconduct of CHARTER, its employees or agents, or (3) the negligence, fraud or other misconduct of NESC or any of its employees and agents.
Limitation of liability, Indemnities a) IN NO EVENT SHALL PR NEWSWIRE OR ITS THIRD PARTY LICENSORS BE LIABLE TO VOCUS, VOCUS’S CUSTOMERS, ANY END USERS OR ANY THIRD PARTIES FOR ANY INDIRECT, CONSEQUENTIAL, PUNITIVE, SPECIAL, EXEMPLARY OR ANY OTHER DAMAGES, COSTS, EXPENSES OR LOSSES, INCLUDING THOSE ARISING FROM THE AVAILABILITY OR CONTENT OF THE GLOBAL MEDIA DATA, REGARDLESS OF THE FORM OF ACTION, DAMAGES, CLAIM, LIABILITY, COST, EXPENSE OR LOSS, WHETHER IN CONTRACT, STATUTE, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE. Neither PR Newswire nor its third party licensors, guarantee the sequence, accuracy or completeness of any of the Global Media Data and shall not be liable in any way to VOCUS, the VOCUS Customers, as the case may be, the End Users and/or subscribers or any third parties or to any other person who may use the information or to whom the information may be furnished, or to any other person whatsoever, for any delays, inaccuracies, errors or omissions therefrom or in the transmission or delivery of all or any part thereof or for any damages arising, directly or indirectly, therefrom or occasioned thereby.
b) VOCUS shall, and hereby does, indemnify and hold harmless PR Newswire, its parents, subsidiaries, affiliated companies and their respective officers, directors, employees, agents and other representatives from and against all claims, losses, liabilities and expenses, including reasonable attorney’s fees, arising, directly or indirectly, out of or in connection with a breach of its representations and warranties hereunder.
Limitation of liability, Indemnities.
10.1 EXCEPT AS EXPRESSLY STATED IN CLAUSE 10.7, EACH PARTY EXCLUDES TO THE FULLEST EXTENT PERMITTED BY LAW ANY LIABILITY UNDER ANY TITLE (INCLUDING, BUT NOT LIMITED TO, LIABILITY FOR BREACH OF CONTRACT, TORT, OR BREACH OF STATUTORY DUTY) HOWEVER INCURRED BY A PARTY TO THE AGREEMENT OR ANY THIRD PARTY, FOR SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, INDIRECT, OR CONSEQUENTIAL LOSSES OR DAMAGES OF WHATEVER NATURE (EVEN IF THE RELEVANT PARTY WAS AWARE OF THE CIRCUMSTANCES IN WHICH SUCH SPECIAL DAMAGE COULD ARISE OR WAS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES) WHETHER OR NOT REASONABLY FORESEEABLE OR ACTUALLY CONTEMPLATED BY THE PARTIES AT THE TIME.
10.2 WITHOUT DEROGATION FROM CLAUSE 10.1 AND EXCEPT AS EXPRESSLY STATED IN CLAUSE 10.7, MA EXCLUDES TO THE FULLEST EXTENT PERMITTED BY LAW ANY LIABILITY UNDER ANY TITLE (INCLUDING, BUT NOT LIMITED TO, LIABILITY FOR BREACH OF CONTRACT, TORT, OR BREACH OF STATUTORY DUTY) HOWEVER INCURRED, FOR ANY LOSS OF PROFIT, LOSS OF REVENUE, LOSS OF ANTICIPATED SAVINGS, LOSS OR CORRUPTION OF, OR DAMAGE TO, SOFTWARE OR DATA, LOSS OF CONTRACT OR OPPORTUNITY, LOSS OF GOODWILL, BUSINESS INTERRUPTION OR LOSS OF CLAIM (IN EACH CASE WHETHER DIRECT, INDIRECT OR CONSEQUENTIAL, OR WHETHER OR NOT REASONABLY FORESEEABLE OR ACTUALLY CONTEMPLATED BY THE PARTIES AT THE TIME).
10.3 THE CUSTOMER ACKNOWLEDGES THAT INFORMATION USED TO PROVIDE THE SERVICES IS OBTAINED FROM THIRD-PARTY SOURCES AND HAS NOT BEEN INDEPENDENTLY VERIFIED BY MA, AND AGREES THAT MA SHALL NOT BE RESPONSIBLE OR LIABLE IN ANY WAY FOR THE CONTENT OF THE DATA OR USES TO WHICH SUCH DATA OR DERIVED DATA IS PUT BY CUSTOMER, ITS AUTHORIZED SUB- LICENSEES OR AUTHORIZED USERS (INCLUDING, BUT NOT LIMITED TO, ANY RELIANCE PLACED ON SUCH DATA).
10.4 EXCEPT AS PROVIDED FOR IN CLAUSE 8, CUSTOMER AGREES THAT THE SERVICES AND THE DATA ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ARE PROVIDED WITHOUT ANY WARRANTIES, REPRESENTATIONS, GUARANTEES, UNDERTAKINGS, TERMS OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THOSE RELATING TO SATISFACTORY QUALITY, QUANTITY, FITNESS FOR PARTICULAR PURPOSE OR USE, MERCHANTABILITY, COMPLETENESS, ACCURACY, TIMELINESS AND UNINTERRUPTED OR ERROR-FREE AVAILABILITY.
10.5 WITHOUT PREJUDICE TO THE FOREGOING AND SUBJECT TO CLAUSE 10.7, THE CUSTOMER AGREES THAT IN NO EVENT WILL MA BE LIABLE FOR ANY AND ALL LIABILITY RELATED TO THE CUSTOMER’S CREATION AND USE OF DERIVED DATA,...
Limitation of liability, Indemnities
Limitation of liability, Indemnities
