Limited Warranty and Limitation of Liability Sample Clauses

Limited Warranty and Limitation of Liability. A. EBSCO and its licensors disclaim all warranties, express or implied, including, but not limited to, warranties of merchantability, noninfringement, or fitness for a particular purpose. Neither EBSCO nor its licensors assume or authorize any other person to assume for EBSCO or its licensors any other liability in connection with the licensing of the Databases or the Services under this Agreement and/or its use thereof by the Licensee and Sites or Authorized Users. B. THE MAXIMUM LIABILITY OF EBSCO AND ITS LICENSORS, IF ANY, UNDER THIS AGREEMENT, OR ARISING OUT OF ANY CLAIM RELATED TO THE PRODUCTS, FOR DIRECT DAMAGES, WHETHER IN CONTRACT, TORT OR OTHERWISE SHALL BE LIMITED TO THE TOTAL AMOUNT OF FEES RECEIVED BY EBSCO FROM LICENSEE HEREUNDER UP TO THE TIME THE CAUSE OF ACTION GIVING RISE TO SUCH LIABILITY OCCURRED. IN NO EVENT SHALL EBSCO OR ITS LICENSORS BE LIABLE TO LICENSEE OR ANY AUTHORIZED USER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES RELATED TO THE USE OF THE DATABASES OR SERVICES OR TO THESE TERMS AND CONDITIONS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. C. Licensee is responsible for maintaining a valid license to the third party resources configured to be used via the Services (if applicable). EBSCO disclaims any responsibility or liability for a Licensee accessing the third party resources without proper authorization. D. EBSCO is not responsible if the third party resources accessible via the Services fail to operate properly or if the third party resources accessible via the Services cause issues for the Licensee. While EBSCO will make best efforts to help troubleshoot problems, Licensee acknowledges that certain aspects of functionality may be dependent on third party resource providers who may need to be contacted directly for resolution.

Limited Warranty and Limitation of Liability a. FirstMile warrants that it shall perform the Services (i) in accordance with the terms and subject to the conditions set out herein, (ii) using personnel of commercially reasonable skill, experience, and qualifications, and (iii) in a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services. b. FirstMile’s sole and exclusive liability and Customer’s sole and exclusive remedy for breach of this warranty shall be as follows: (i) FirstMile shall use reasonable commercial efforts to promptly cure any such breach; provided, that if FirstMile cannot cure such breach within a reasonable time (but no more than 30 days) after Customer’s written notice of such breach, Customer may, at its option, terminate the Agreement. c. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS,” AND FIRSTMILE MAKES NO WARRANTIES EXCEPT FOR THAT PROVIDED IN SECTION 11(a), BELOW. ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, ARE EXPRESSLY DISCLAIMED. d. FirstMile’s liability is strictly limited to direct loss and damage to a Package, limited to the amounts as described in the FirstMile Claims Policy, and only to Packages that comply with the required specifications as described in this Agreement. e. IN NO EVENT SHALL FIRSTMILE BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT FIRSTMILE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. f. IN NO EVENT SHALL FIRSTMILE’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNT PAID OR PAYABLE TO FIRSTMILE PURSUANT TO THIS AGREEMENT IN THE SIX-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Limited Warranty and Limitation of Liability. A. EBSCO disclaims all warranties, express or implied, including, but not limited to, warranties of merchantability, noninfringement, or fitness for a particular purpose. EBSCO neither assumes nor authorizes any other person to assume for EBSCO any other liability in connection with the licensing of the Database(s) under this Agreement and/or its use thereof by the Licensee and Sites or Authorized Users. B. THE MAXIMUM LIABILITY OF EBSCO AND ITS LICENSORS, IF ANY, UNDER THIS AGREEMENT, OR ARISING OUT OF ANY CLAIM RELATED TO THE PRODUCTS, FOR DIRECT DAMAGES, WHETHER IN CONTRACT, TORT OR OTHERWISE SHALL BE LIMITED TO THE TOTAL AMOUNT OF FEES RECEIVED BY EBSCO FROM LICENSEE HEREUNDER UP TO THE TIME THE CAUSE OF ACTION GIVING RISE TO SUCH LIABILITY OCCURRED. IN NO EVENT SHALL EBSCO OR ITS LICENSORS BE LIABLE TO LICENSEE OR ANY AUTHORIZED USER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES RELATED TO THE USE OF THE DATABASES OR SERVICES OR TO THESE TERMS AND CONDITIONS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Limited Warranty and Limitation of Liability. (a) EXCEPT AS EXPRESSLY PROVIDED IN SECTION 8, TEAM MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND TEAM EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES, CONDITIONS OR OTHER TERMS OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CORRESPONDENCE TO DESCRIPTION OR NON- INFRINGEMENT. TEAM EXPRESSLY DENIES ANY REPRESENTATION, WARRANTY, CONDITION OR OTHER TERM ABOUT THE ACCURACY OR CONDITION OF DATA OR THAT THE SERVICES, HARDWARE OR SOFTWARE OR RELATED SYSTEMS WILL OPERATE UNINTERRUPTED OR ERROR-FREE. (b) TEAM SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR , LOST DATA OR LOST PROFITS, COST OF CAPITAL, COST OF COVER, OR SERVICE INTERRUPTIONS, FROM THE USE OF OR INABILITY TO USE THE HARDWARE, SOFTWARE OR THE SERVICES, IRRESPECTIVE OF WHETHER SUCH DAMAGES CONSTITUTE DIRECT OR INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL OR INCIDENTAL DAMAGES AND REGARDLESS OF WHETHER THE DAMAGES WERE FORESEEABLE OR WHETHER A PARTY HAD BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THESE EXCLUSIONS SHALL APPLY EVEN IN THE EVENT OF A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. (c) THE TOTAL LIABILITY OF TEAM FOR ANY REASON, SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID TO TEAM BY CLIENT UNDER THE ORDER APPLICABLE TO THE EVENT GIVING RISE TO SUCH ACTION DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. THE LIMITS ON LIABILITY IN THIS SECTION SHALL APPLY IN ALL CASES INCLUDING IF THE APPLICABLE CLAIM ARISES OUT OF BREACH OF EXPRESS OR IMPLIED WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR STRICT PRODUCT LIABILITY, AND EVEN IF THE PARTY HAS BEEN ADVISED THAT SUCH DAMAGES ARE POSSIBLE OR FORESEEABLE. THE LIMITATIONS OF LIABILITY REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE LIMITATIONS SPECIFIED IN THIS SECTION 13 SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. (d) Nothing in this Agreement limits any liability for: (i) death or personal injury caused by a Party’s negligence; (ii) gross negligence, willful misconduct, fraud or fraudulent misrepresentation; or (iii) any liability which cannot be excluded by applicable law.

Limited Warranty and Limitation of Liability. The Company rules concerning liability and warranties (including without limitation Rule 11.7 of the applicable Rulebook(s), and any successor rules thereto) are incorporated herein by reference and apply with the same force and effect as if they were reproduced in their entirety in this Agreement. Those Company rules set out the entire liability of Company to Participant. All other liability of Company under or in connection with this Agreement is excluded, except to the extent that it is not permitted to be excluded by Applicable Law.

Limited Warranty and Limitation of Liability. 5.1. The Provider warrants that it shall perform the Service in accordance with the terms and subject to the conditions set forth in this Agreement and consistent with the Terms of Service and Privacy Policy of the Provider, both of which are incorporated by reference into this Agreement. THE PROVIDER (a) MAKES NO WARRANTIES EXCEPT FOR THOSE SET FORTH IN THE PRECEDING SENTENCE; AND (b) DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 5.2. The Provider's sole and exclusive liability and the Customer's sole and exclusive remedy for breach of this warranty shall be as follows: a. The Provider shall use reasonable commercial efforts to promptly cure any such breach; provided, that if the Provider cannot cure such breach within a reasonable time (but no more than thirty (30) calendar days) after Customer's written notice of such breach, the Customer may, at its option, terminate the Agreement by serving written notice of termination in accordance with Section 8.2. b. In the event the Agreement is terminated pursuant to Section 8.2(a) above, the Provider shall within thirty (30) calendar days after the effective date of termination, refund to the Customer any Fees paid by the Customer as of the date of termination for the Service, less a deduction equal to the Fees for receipt or use of such Services up to and including the date of termination on a prorated basis. c. The foregoing remedy shall not be available unless the Customer provides written notice of such breach within thirty (30) calendar days after performance of the Service for the Customer and/or Individuals. 5.3. THE PROVIDER MAKES NO WARRANTIES EXCEPT FOR THAT PROVIDED IN SECTION 5.1, ABOVE. ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, ARE EXPRESSLY DISCLAIMED.

Limited Warranty and Limitation of Liability. Veeam warrants that it has the right and authority to grant the License under this EULA. Veeam will defend or, at its option, settle any action against End User based upon a claim that its use of the Software infringes any patent, copyright or other intellectual property right of a third party, and will indemnify End User against any amounts awarded against End User as a result of the claim, provided Veeam is promptly notified of the assertion of the claim and has control of its defense or settlement. Veeam warrants that the Software, in its unmodified form as initially delivered or made available to End User, will perform substantially in accordance with the Documentation for a warranty period of ninety (90) days from the date the Software is delivered to End User. In the event the Software fails in a material respect to operate in accordance with the Documentation during the warranty period and Veeam is unable to correct the defect, Veeam’s sole and exclusive liability and End User’s sole and exclusive remedy shall be a refund of the License fee, if any, paid by End User for the Software. In the event a reported problem with the Software is End User’s fault, End User agrees to reimburse Veeam for its correction efforts in accordance with its then standard rates. The foregoing limited warranty will not apply if failure of the Software is the result of damage or misuse caused by End User. EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, THE SOFTWARE IS PROVIDED 'AS IS”, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY THAT THE SOFTWARE IS FREE OF DEFECTS, MERCHANTABLE OR FIT FOR A PARTICULAR PURPOSE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY VEEAM OR ANY THIRD PARTY, INCLUDING, WITHOUT LIMITATION, ANY VEEAM DISTRIBUTORS OR RESELLERS, SHALL CREATE ANY WARRANTY IN ADDITION TO, OR IN ANY WAY INCREASE THE SCOPE OF, THE LIMITED WARRANTY. In no event will Veeam, its affiliates, resellers, or distributors or suppliers be liable for any indirect, special, incidental or consequential damages arising out of the use of or inability to use the Software, including, without limitation, damages for lost profits, loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses, even if advised of the possibility thereof.

Limited Warranty and Limitation of Liability. 5.1 Service Provider warrants that it shall perform the Services: (a) In accordance with the terms and subject to the conditions set out in the respective Statement of Work and this Agreement. (b) In a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services. 5.2 Except as set forth in Section 5.3 below, Service Provider's sole and exclusive liability and Customer's sole and exclusive remedy for breach under this agreement shall be as follows: (a) Service Provider shall use reasonable commercial efforts to promptly cure any such breach after receiving written notice of such breach from Customer and upon verification to Customer in writing of its agreement that such breach has in fact occurred; provided, that if Service Provider cannot cure such breach within a reasonable time (not more than 60 days) after Service Provider's written verification of such breach, Customer may, at its option, terminate the Agreement by serving written notice of termination after receipt of Service Provider’s written notification that it has failed to cure such breach. (b) In the event the Agreement is terminated pursuant to Section 5.2(a) above, Service Provider shall within 60 days after the effective date of termination, refund to Customer any fees paid by the Customer as of the date of termination for the Service or Deliverables (as defined in Section 6 below), less a deduction equal to the fees for receipt or use of such Deliverables or Service up to and including the date of termination by the Customer on a prorated basis. (c) The foregoing remedy shall not be available unless Customer provides written notice of such breach within 10 days after delivery of such Service or Deliverable to Customer.

Limited Warranty and Limitation of Liability. 5.1 Service Provider warrants that it shall perform the Services: (a) In accordance with the terms and subject to the conditions set forth in the applicable Statement of Work and this Agreement. (b) Using personnel of commercially reasonable skill, experience, and qualifications. (c) In a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services. 5.2 Service Provider's sole and exclusive liability and Customer's sole and exclusive remedy for breach of this warranty shall be as follows: (a) Service Provider shall use reasonable commercial efforts to promptly cure any such breach; provided, that if Service Provider cannot cure such breach within a reasonable time (but no more than 30 days) after Customer's written notice of such breach, Customer may, at its option, terminate the Agreement by serving written notice of termination in accordance with Section 8.2. (b) In the event the Agreement is terminated pursuant to Section (a) above, Service Provider shall within 30 days after the effective date of termination, refund to Customer any fees paid by the Customer as of the date of termination for any unrendered Services. (c) The foregoing remedy shall not be available unless Customer provides written notice of such breach within 30 days after acceptance of such Service by Customer. 5.3 SERVICE PROVIDER MAKES NO WARRANTIES EXCEPT FOR THAT PROVIDED IN SECTION 5.1, ABOVE. ALL OTHER WARRANTIES, EXPRESS AND/OR IMPLIED, ARE EXPRESSLY DISCLAIMED.

Limited Warranty and Limitation of Liability. 4.1 Service Provider warrants that it shall perform the Services: (a) In accordance with the terms and subject to the conditions set out in the Statement of Work and this Agreement. (b) Using personnel of commercially reasonable skill, experience and qualifications. (c) In a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services.