Limits of Liability. 10.1 Except as expressly stated in clause 10.2: (a) the Supplier shall not in any circumstances have any liability for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories: (i) special damage even if the Supplier was aware of the circumstances in which such special damage could arise; (ii) loss of profits; (iii) loss of anticipated savings; (iv) loss of business opportunity; (v) loss of goodwill; (vi) loss or corruption of data. (b) the total liability of the Supplier, whether in contract, tort (including negligence) or otherwise and whether in connection with this licence or any collateral contract, shall in no circumstances exceed a sum equal to the Fee; and (c) the Customer agrees that, in entering into this licence, either it did not rely on any representations (whether written or oral) of any kind or of any person other that those expressly set out in this licence or (if it did rely on any representations, whether written or oral, not expressly set out in this licence) that it shall have no remedy in respect of such representations and (in either case) the Supplier shall have no liability in any circumstances otherwise than in accordance with the express terms of this licence. 10.2 The exclusions in clause 9.4 and clause 10.1 shall apply to the fullest extent permissible at law, but the Supplier does not exclude liability for: (a) death or personal injury caused by the negligence of the Supplier, its officers, employees, contractors or agents; (b) fraud or fraudulent misrepresentation; (c) breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or (d) any other liability which may not be excluded by law. 10.3 All dates supplied by the Supplier for the delivery of the Software shall be treated as approximate only. The Supplier shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates. 10.4 The Supplier warrants and represents that it has full authority to license or sub-license the Third-Party Software to the Customer on the terms of this licence. 10.5 The Customer shall comply with the Third-Party Licence and shall indemnify and hold the Supplier harmless against any loss or damage or other costs which it may suffer or incur as a result of the Customer's breach of such terms howsoever arising. 10.6 The Supplier may treat the Customer's breach of any Third-Party Licence as a breach of this licence.
Appears in 6 contracts
Samples: Licence Agreement for Software, Licence Agreement for Software, Licence Agreement for Software
Limits of Liability. 10.1 Except as expressly stated Notwithstanding anything to the contrary contained in clause 10.2:this Agreement, the following limitations shall apply to claims under this Article III:
(a) The amount of any Indemnifiable Damages to which the Supplier Stockholders are entitled with respect to Section 3.01 shall not in be reduced by (I) the amount of any circumstances have any liability for any losses payment receivable (including through a right of indemnification or damages which may be suffered otherwise) by the Customer (Parent with respect to any such Indemnifiable Damages, from any insurance provider or any person claiming under other third party and the amount of any payment received by the Parent in return or through reimbursement of any such Indemnifiable Damages, (II) the Customer), whether amount of any tax benefit realized by the same are suffered directly or indirectly or are immediate or consequentialParent which is attributable to any such Indemnifiable Damages, and whether (III) the same arise in contract, tort (including negligenceamount of any amounts paid pursuant to Section 3.01(a) or otherwise howsoever(b) in respect of any such Indemnifiable Damages. If any benefit described in clauses (I) and (II) of this Section 3.03(a) is received by the Parent but any such Indemnifiable Damages or Unknown Reimbursement Amount, which fall as applicable, actually paid by any Investor hereunder was not offset by such benefit received, the Parent shall so notify such Investors and pay an amount equal to such benefit received by wire transfer of immediately available funds to such Investors within any three (3) Business Days of the following categories:
(i) special damage even if the Supplier was aware receipt of the circumstances in which such special damage could arise;
(ii) loss of profits;
(iii) loss of anticipated savings;
(iv) loss of business opportunity;
(v) loss of goodwill;
(vi) loss or corruption of databenefit.
(b) In no event shall any Investor have any obligation or liability for (A) any such Indemnifiable Damages that are consequential, in the total liability nature of lost profits (including, without limitation, loss of profit or revenue, any multiple of reduced cash flow or any adjustment based on price to earnings or similar ratios), interference with operations, or loss of customers, tenants, lenders, investors or buyers, diminution in the value of property, special or punitive or otherwise not actual out-of-pocket damages, or (B) any such Indemnifiable Damages arising from or relating to, directly or indirectly, any act, omission or transaction carried out by or at the express written request, or with the written consent of, the Parent before, on or after the Effective Date, including, without limitation, any change in the accounting policies, practices or procedures of the Supplier, whether in contract, tort (including negligence) or otherwise and whether in connection with this licence or any collateral contract, shall in no circumstances exceed a sum equal to the Fee; and
(c) the Customer agrees that, in entering into this licence, either it did not rely on any representations (whether written or oral) of any kind or of any person other that those expressly set out in this licence or (if it did rely on any representations, whether written or oral, not expressly set out in this licence) that it shall have no remedy in respect of such representations and (in either case) the Supplier shall have no liability in any circumstances otherwise than in accordance with the express terms of this licenceParent.
10.2 The exclusions in clause 9.4 and clause 10.1 shall apply to the fullest extent permissible at law, but the Supplier does not exclude liability for:
(a) death or personal injury caused by the negligence of the Supplier, its officers, employees, contractors or agents;
(b) fraud or fraudulent misrepresentation;
(c) breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
(d) any other liability which may not be excluded by law.
10.3 All dates supplied by the Supplier for the delivery of the Software shall be treated as approximate only. The Supplier shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.
10.4 The Supplier warrants and represents that it has full authority to license or sub-license the Third-Party Software to the Customer on the terms of this licence.
10.5 The Customer shall comply with the Third-Party Licence and shall indemnify and hold the Supplier harmless against any loss or damage or other costs which it may suffer or incur as a result of the Customer's breach of such terms howsoever arising.
10.6 The Supplier may treat the Customer's breach of any Third-Party Licence as a breach of this licence.
Appears in 2 contracts
Samples: Closing Agreement (Finjan Holdings, Inc.), Closing Agreement (Converted Organics Inc.)
Limits of Liability. 10.1 Except as expressly stated in clause 10.2:10.2:
(a) the Supplier 10.1.1 EMS shall not in any circumstances have any liability for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
(i) 10.1.1.1 special damage even if the Supplier EMS was aware of the circumstances in which such special damage could arise;
(ii) 10.1.1.2 loss of profits;profits or revenue; or
(iii) 10.1.1.3 loss of anticipated savings;; or
(iv) 10.1.1.4 loss of business opportunity;; or
(v) 10.1.1.5 loss of goodwill;; or
(vi) 10.1.1.6 loss or corruption of data; or
10.1.1.7 any indirect or consequential damage.
(b) 10.1.2 the total aggregate liability of EMS to the SupplierCustomer for all claims, whether in contract, tort (including negligence) or otherwise and whether in connection with this licence Licence or any collateral contract, shall in no circumstances exceed a sum equal to 120% of the FeeFee payable by the Customer in the first 12 months; and
(c) 10.1.3 the Customer agrees that, in entering into this licenceLicence, either it did not rely on any representations (whether written or oral) of any kind or of any person other that than those expressly set out in this licence Licence or (if it did rely on any representations, whether written or oral, not expressly set out in this licenceLicence) that it shall have no remedy in respect of such representations and (in either case) the Supplier EMS shall have no liability in any circumstances otherwise than in accordance with the express terms of this licenceLicence.
10.2 The exclusions in clause 9.4 and clause 10.1 shall apply to the fullest extent permissible at law, but the Supplier EMS does not exclude liability for:for:
(a) 10.2.1 death or personal injury caused by the negligence of the SupplierEMS, its officers, employees, contractors or agents;
(b) 10.2.2 fraud or fraudulent misrepresentation;
(c) 10.2.3 breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
(d) 10.2.4 any other liability which may not be excluded by law.
10.3 All dates supplied by the Supplier EMS for the delivery of the Software or the provision of Services shall be treated as approximate only. The Supplier EMS shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.
10.4 The Supplier warrants and represents that it has full authority All references to license or sub-license "EMS" in this clause 10 shall, for the Third-Party Software to the Customer on the terms purposes of this licence.
10.5 The Customer clause be treated as including all employees, subcontractors and suppliers of Evaluate It Ltd and its Affiliates, all of whom shall comply with have the Third-Party Licence and shall indemnify and hold the Supplier harmless against any loss or damage or other costs which it may suffer or incur as a result benefit of the Customer's breach exclusions and limitations of such terms howsoever arisingliability set out in this clause.
10.6 The Supplier may treat the Customer's breach of any Third-Party Licence as a breach of this licence.
Appears in 2 contracts
Samples: Software License Agreement, Software License Agreement
Limits of Liability. 10.1 7.1 Except as expressly stated in clause 10.2:7.2:
(a) 7.1.1 the Supplier shall not in any circumstances have any liability for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
(i) 7.1.1.1 special damage even if the Supplier was aware of the circumstances in which such special damage could arise;
(ii) 7.1.1.2 loss of profits;
(iii) 7.1.1.3 loss of anticipated savings;
(iv) 7.1.1.4 loss of business opportunity;
(v) 7.1.1.5 loss of goodwill;
(vi) 7.1.1.6 loss or corruption of data.,
1.1.1 to 7.1.1.6 inclusive of this clause 7.1.1;
7.1.2 the Supplier shall have no liability in respect of any loss arising from the Customer's failure to use the Software in accordance with the Documentation or for any loss incurred by the Customer as a result of the Customer's misdiagnosis (b) whether as a result of the Customer's failure to use the Software in accordance with the Documentation or otherwise);
7.1.3 the total liability of the Supplier, whether in contract, tort (including negligence) or otherwise and whether in connection with this licence Licence or any collateral contract, shall in no circumstances exceed a sum equal to the Fee; and
(c) 7.1.4 the Customer agrees that, in entering into this licenceLicence, either it did not rely on any representations (whether written or oral) of any kind or of any person other that those expressly set out in this licence Licence or (if it did rely on any representations, whether written or oral, not expressly set out in this licenceLicence) that it shall have no remedy in respect of such representations and (in either case) the Supplier shall have no liability in any circumstances otherwise than in accordance with the express terms of this licenceLicence.
10.2 7.2 The exclusions in clause 9.4 6.4 and clause 10.1 7.1 shall apply to the fullest extent permissible at law, but the Supplier does not exclude liability for:for:
(a) 7.2.1 death or personal injury caused by the negligence of the Supplier, its officers, employees, contractors or agents;
(b) 7.2.2 fraud or fraudulent misrepresentation;
(c) 7.2.3 breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
(d) 7.2.4 any other liability which may not be excluded by law.
10.3 7.3 All dates supplied by the Supplier for the delivery of the Software shall be treated as approximate only. The Supplier shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.
10.4 The Supplier warrants and represents that it has full authority to license or sub-license the Third-Party Software 7.4 All references to the Customer on Supplier in this clause 7 shall, for the terms purposes of this licence.
10.5 The Customer shall comply with the Third-Party Licence clause and shall indemnify clause 16 only, be treated as including all employees, subcontractors and hold the Supplier harmless against any loss or damage or other costs which it may suffer or incur as a result suppliers of the Customer's breach Supplier, all of such terms howsoever arisingwhom shall have the benefit of the exclusions and limitations of liability set out in this clause, in accordance with clause 16.
10.6 The Supplier may treat the Customer's breach of any Third-Party Licence as a breach of this licence.
Appears in 2 contracts
Samples: Software Agreement, Software Agreement
Limits of Liability. 10.1 16.1 Except as expressly stated in clause 10.2:16.2:
(a) the Supplier shall not in any circumstances have any liability for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
(i) special damage damage, even if though the Supplier was aware of the circumstances in which such special damage could arise;
(ii) loss of profits;
(iii) loss of anticipated savings;
(iv) loss of business opportunity;
(v) loss of or goodwill;
(vi) loss of, or damage to (including corruption of), data; provided that this clause 16.1(a)shall not prevent claims for loss of data.or damage to the Customer's tangible property that fall within the terms of clause 16.1(c) or any other claims for direct financial loss that are not excluded by any of categories (i) to (vi) inclusive of this clause 16.1(a);
(b) the total liability of the Supplier, whether in contract, tort (including negligence) or otherwise and whether in connection with this licence or any collateral contract, shall in no circumstances exceed a sum equal to the Fee; and
(c) the Customer agrees that, in entering into this licenceagreement, either it did not rely on any representations (whether written or oral) of any kind or of any person other that those expressly set out in this licence agreement or (if it did rely on any representations, whether written or oral, not expressly set out in this licenceagreement) that it shall have no remedy in respect of such representations and (in either case) the Supplier shall have no liability not in any circumstances have any liability otherwise than in accordance with the express terms of this licenceagreement; and
(c) the total liability of the Supplier, whether in contract, tort (including negligence) or otherwise and whether in connection with this agreement or any collateral contract, shall in no circumstances exceed a sum equal to one hundred percent (100%) of the Charges payable by the Customer in the Contract Year in which the liability arises.
10.2 16.2 The exclusions in clause 9.4 15.4 and clause 10.1 16.1 shall apply to the fullest extent permissible at law, law but the Supplier does not exclude liability for:for:
(a) death or personal injury caused by the negligence of the Supplier, its officers, employees, contractors or agents;
(b) fraud or fraudulent misrepresentation;
(c) breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 Supply of the Supply of Goods and Services Act 1982; or
(d) any other liability which may cannot be excluded by law.
10.3 16.3 The Customer acknowledges that:
(a) it is exclusively responsible for:
(i) reviewing any new Modifications in accordance with clause 2;
(ii) ensuring that the staff of the Customer and its Affiliates are trained in the proper use and operation of the Software;
(iii) ensuring the security, completeness and accuracy of all inputs and outputs;
(iv) making regular backup copies of its data to ensure recovery of its data if the Software malfunctions; and
(v) the selection, use of and results obtained from any other programs, equipment, materials or services used in conjunction with the Software;
(b) the level of the Charges reflects the allocation of risk between the parties set out in clause 15 and clause 16; and
(c) it is in a better position than the Supplier to assess and manage its risk in relation to use of the Software.
16.4 All dates supplied by the Supplier for the delivery of the Software Modifications or the provision of Services shall be treated as approximate only. The Supplier shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.
10.4 16.5 All references to the Supplier in this clause 16 shall, for the purposes of this clause only, be treated as including all employees, subcontractors and suppliers of the Supplier and its Associates, all of whom shall have the benefit of the exclusions and limitations of liability set out in this clause, in accordance with clause 27.
16.6 The Supplier warrants and represents that it has full authority to license or sub-license the Third-Party Software to the Customer on the terms of this licence.
10.5 16.7 The Customer shall comply with the Third-Party Licence Licences and shall indemnify the Customer against all liabilities, costs, expenses, damages and hold losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Supplier harmless against any loss Customer arising out of or damage or other costs which it may suffer or incur as a result of in connection with the Customer's breach reach of the terms of any such terms howsoever arisingThird-Party Licences.
10.6 16.8 The Supplier may treat the Customer's breach of any Third-Party Licence as a breach of this licence.
Appears in 1 contract
Limits of Liability. 10.1 Except as expressly stated in clause 10.2:clauses 8.4 and 10.2:
(a) the Supplier ImproveWell shall not in any circumstances have any liability for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
(i) special damage Indirect, special, incidental or consequential damages even if the Supplier ImproveWell was aware of the circumstances in which such special damage could arise;
(ii) loss of profits;
(iii) loss of anticipated savings;
(iv) loss of business opportunity;
(v) loss of goodwill;; or
(vi) loss or corruption of data.
(b) the total liability of the SupplierParties, whether in contract, tort (including negligence) or otherwise and whether in connection with this licence Agreement or any collateral contract, shall in no circumstances exceed a sum equal £50,000, save for those Claims as provided in clause 8.4 which shall not be subject to the Fee; andsuch
(c) the Customer agrees that, in entering into this licenceAgreement, either it did not rely on any representations (whether written or oral) of any kind or of any person other that than those expressly set out in this licence Agreement or (if it did rely on any representations, whether written or oral, not expressly set out in this licenceAgreement) that it shall have no remedy in respect of such representations and (in either case) the Supplier ImproveWell shall have no liability in any circumstances otherwise than in accordance with the express terms of this licenceAgreement.
10.2 The exclusions in clause 9.4 and clause 10.1 shall apply to the fullest extent permissible at law, but the Supplier ImproveWell does not exclude liability for:for:
(a) death or personal injury caused by the negligence of the SupplierImproveWell, its officers, employees, contractors or agents;
(b) fraud or fraudulent misrepresentation;
(c) breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
(d) any other liability which may not be excluded by law.
10.3 All dates supplied by the Supplier ImproveWell for the delivery of the Software ImproveWell Solution shall be treated as approximate only. The Supplier ImproveWell shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.
10.4 The Supplier warrants and represents Customer acknowledges that it has full authority no liability or obligation is accepted by ImproveWell (howsoever arising whether under contract, tort, in negligence or otherwise):
(a) in relation to license any third party software; or
(b) that the operation of the ImproveWell Solution shall not be subject to minor errors or sub-license the Third-Party Software to the Customer on the terms of this licencedefects.
10.5 The Customer All references to "ImproveWell" in this clause 10 shall comply with be treated as including all employees, subcontractors and suppliers of ImproveWell and its Affiliates, all of whom shall have the Third-Party Licence and shall indemnify and hold the Supplier harmless against any loss or damage or other costs which it may suffer or incur as a result benefit of the Customer's breach exclusions and limitations of such terms howsoever arisingliability set out in this clause.
10.6 The Supplier may treat the Customer's breach of any Third-Party Licence as a breach of this licence.
Appears in 1 contract
Samples: App Usage Agreement
Limits of Liability. 10.1 8.1 Except as expressly and specifically provided in this agreement, the Licensee assumes sole responsibility for results obtained from the use of the Software by the Licensee, and for conclusions drawn from such use and any use or reliance on the Deliverables. Seer shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Seer by the Licensee in connection with access or use of the Software, and/or in connection with the provision of Services, or any actions taken by Seer at the Licensee's direction.
8.2 Except as expressly stated in clause 10.2:8.3:
(a) the Supplier Seer shall not in any circumstances have any liability for any losses or damages which may be suffered by the Customer Licensee (or any person claiming under or through the CustomerLicensee), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
(i) special damage even if the Supplier Seer was aware of the circumstances in which such special damage could arise;
(ii) loss of profits;
(iii) loss of anticipated savings;
(iv) loss of business opportunity;
(v) loss of goodwill;
(vi) loss or corruption of data.;
(b) the total liability of the SupplierSeer, whether in contract, tort (including negligence) or otherwise and whether in connection with this licence agreement (including in connection with the provision of the Services) or any collateral contract, shall in no circumstances exceed a sum equal to the Subscription Fee; and
(c) the Customer agrees that, in entering into this licence, either it did not rely on any representations (whether written or oral) of any kind or of any person other that those expressly set out in this licence or (if it did rely on any representations, whether written or oral, not expressly set out in this licence) that it shall have no remedy in respect of such representations and (in either case) the Supplier shall have no liability in any circumstances otherwise than in accordance with the express terms of this licence.
10.2 8.3 The limitations and exclusions in under this clause 9.4 and clause 10.1 shall apply to the fullest extent permissible at law, but the Supplier does not exclude nothing in this agreement limits or excludes liability for:for:
(a) death or personal injury caused by the negligence of the SupplierSeer, its officers, employees, contractors or agents;
(b) fraud or fraudulent misrepresentation;
(c) breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
(dc) any other liability which may not be excluded by law.
10.3 8.4 All dates supplied by the Supplier for the delivery of the Software Seer shall be treated as approximate only. The Supplier , and time shall not be of the essence in any circumstances respect thereof.
8.5 Seer shall not be liable for any loss or damage arising from any delay Licensee claim under this agreement unless notice in delivery beyond writing summarising the nature of such approximate dates.
10.4 The Supplier warrants and represents that claim (in so far as it has full authority to license or sub-license the Third-Party Software is known to the Customer Licensee) and, as far as is reasonably practicable, the amount claimed, has been given by or on the terms of this licence.
10.5 The Customer shall comply with the Third-Party Licence and shall indemnify and hold the Supplier harmless against any loss or damage or other costs which it may suffer or incur as a result behalf of the Customer's breach Licensee to Seer prior to the expiry of such terms howsoever arisingthe period of 6 (six) months of the accrual of the cause of action.
10.6 The Supplier may treat the Customer's breach of any Third-Party Licence as a breach of this licence.
Appears in 1 contract
Samples: Software License Agreement
Limits of Liability. 10.1 13.1 Except as expressly and specifically provided in this agreement:
(a) the Customer assumes sole responsibility for results obtained from the use of the API and the API Data by the Customer, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Customer in connection with the API, or any actions taken by the Supplier at the Customer's direction; and
(b) 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; and
(c) the API and the API Data are provided to the Customer on an "as is" basis.
13.2 Except as expressly stated in clause 10.2:13.3:
(a) the Supplier shall not in any circumstances have any liability for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
(i) special damage even if the Supplier was aware of the circumstances in which such special damage could arise;
(ii) loss of profits;
(iii) loss of anticipated savings;
(iv) loss of business opportunity;
(v) loss of goodwill;
(vi) loss or corruption of data., provided that this clause 13.2(a) shall not prevent claims for loss of or damage to the Customer's tangible property that fall within the terms of clause 13.2(b) or any other claims for direct financial loss that are not excluded by any of categories (i) to (vi) inclusive of this clause 13.2(a); and
(b) the total liability of the Supplier, whether in contract, tort (including negligence) or otherwise and whether in connection with this licence or any collateral contract, shall in no circumstances exceed a sum equal to the Fee; and
(c) total Fees paid during the Customer agrees that, in entering into this licence, either it did not rely 6 months preceding the date on any representations (whether written or oral) of any kind or of any person other that those expressly set out in this licence or (if it did rely on any representations, whether written or oral, not expressly set out in this licence) that it shall have no remedy in respect of such representations and (in either case) which the Supplier shall have no liability in any circumstances otherwise than in accordance with the express terms of this licenceclaim arose.
10.2 13.3 The exclusions in clause 9.4 13.1 and clause 10.1 13.2 shall apply to the fullest extent permissible at law, but the Supplier does not exclude liability for:for:
(a) death or personal injury caused by the negligence of the Supplier, its officers, employees, contractors or agents;
(b) fraud or fraudulent misrepresentation;
(c) breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
(d) any other liability which may not be excluded by law.
10.3 13.4 All dates supplied by references to "the Supplier Supplier" in this clause 13 shall, for the delivery purposes of the Software shall this clause and clause 23 only, be treated as approximate only. The Supplier shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.
10.4 The Supplier warrants including all employees, subcontractors and represents that it has full authority to license or sub-license the Third-Party Software to the Customer on the terms suppliers of this licence.
10.5 The Customer shall comply with the Third-Party Licence and shall indemnify and hold the Supplier harmless against any loss or damage or other costs which it may suffer or incur as a result and its Affiliates, all of whom shall have the benefit of the Customer's breach exclusions and limitations of such terms howsoever arisingliability set out in this clause, in accordance with clause 23.
10.6 The Supplier may treat the Customer's breach of any Third-Party Licence as a breach of this licence.
Appears in 1 contract
Samples: Api License Agreement
Limits of Liability. 10.1 8.1 Except as expressly stated in clause 10.2:
(a) the Supplier 8.4, Data8 shall not in any circumstances have any liability for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
(i) 8.1.1 special damage even if the Supplier Data8 was aware of the circumstances in which such special damage could arise;
(ii) 8.1.2 loss of profits;
(iii) 8.1.3 loss of anticipated savings;
(iv) 8.1.4 loss of business opportunity;
(v) 8.1.5 loss of goodwill;
(vi) 8.1.6 loss or corruption of datadata other than resulting from a breach of Schedule 1,
1.1 to 8.1.6 inclusive of this clause 8.1.
(b) the 8.2 The total liability of the SupplierData8, whether in contract, tort (including negligence) or otherwise and whether in connection with this licence Licence Agreement or any collateral contract, shall in no circumstances exceed a sum equal to the Fee; andFees.
(c) the 8.3 The Customer agrees that, in entering into this licenceLicence Agreement, either it did not rely on any representations (whether written or oral) of any kind or of any person other that than those expressly set out in this licence Licence Agreement or (if it did rely on any representations, whether written or oral, not expressly set out in this licenceLicence Agreement) that it shall have no remedy in respect of such representations and (in either case) the Supplier Data8 shall have no liability in any circumstances otherwise than in accordance with the express terms of this licenceLicence Agreement.
10.2 8.4 The exclusions in clause 9.4 and clause 10.1 clauses 8.1 to 8.3 inclusive shall apply to the fullest extent permissible at law, but the Supplier Data8 does not exclude liability for:for:
(a) 8.4.1 death or personal injury caused by the negligence of the SupplierData8, its officers, employees, contractors or agents;
(b) 8.4.2 fraud or fraudulent misrepresentation;
(c) 8.4.3 breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
(d) 8.4.4 any other liability which may not be excluded by law.
10.3 8.5 All dates supplied by the Supplier Data8 for the delivery of the Software or the provision of Services shall be treated as approximate only. The Supplier Data8 shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.
10.4 The Supplier warrants and represents that it has full authority 8.6 All references to license or sub-license “Data8” in this clause 8 shall, for the Third-Party Software to the Customer on the terms purposes of this licence.
10.5 The Customer clause and clause 8 only, be treated as including all employees, subcontractors and suppliers of Data8 and its Affiliates, all of whom shall comply with have the Third-Party Licence and shall indemnify and hold the Supplier harmless against any loss or damage or other costs which it may suffer or incur as a result benefit of the Customer's breach exclusions and limitations of such terms howsoever arisingliability set out in this clause, in accordance with clause 8.
10.6 The Supplier may treat the Customer's breach of any Third-Party Licence as a breach of this licence.
Appears in 1 contract
Samples: Software License Agreement
Limits of Liability. 10.1 9.1 Except as expressly stated in clause 10.2:9.2:
(a) 9.1.1 the Supplier shall not in any circumstances have any liability for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
(ia) special damage even if the Supplier was aware of the circumstances in which such special damage could arise;
(iib) loss of profits;
(iiic) loss of anticipated savings;
(ivd) loss of business opportunity;
(ve) loss of goodwill;
(vif) loss or corruption of data., provided that this clause shall not prevent claims for loss of or damage to the Customer's tangible property that fall within the terms of clause 9.1.2 or any other claims for direct financial loss that are not excluded by any of categories
(bi) to (vi) inclusive of this clause;
9.1.2 the total liability of the Supplier, whether in contract, tort (including negligence) or otherwise and whether in connection with this licence or any collateral contract, shall in no circumstances exceed a sum equal to the FeeLicence and Maintenance Fee applicable to the relevant 12 month period during which such liability arises; and
(c) 9.1.3 the Customer agrees that, in entering into this licence, either it did not rely on any representations (whether written or oral) of any kind or of any person other that than those expressly set out in this licence or (if it did rely on any representations, whether written or oral, not expressly set out in this licence) that it shall have no remedy in respect of such representations and (in either case) the Supplier shall have no liability in any circumstances otherwise than in accordance with the express terms of this licence.
10.2 9.2 The exclusions in clause 9.4 7.3 and clause 10.1 9.1 shall apply to the fullest extent permissible at law, but the Supplier does not exclude liability for:for:
(a) 9.2.1 death or personal injury caused by the negligence of the Supplier, its officers, employees, contractors or agents;
(b) 9.2.2 fraud or fraudulent misrepresentation;
(c) 9.2.3 breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
(d) 9.2.4 any other liability which may not be excluded by law.
10.3 9.3 All dates supplied by the Supplier for the delivery of the Software or the provision of services shall be treated as approximate only. The Supplier shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.
10.4 The Supplier warrants and represents that it has full authority 9.4 All references to license or sub-license "the Third-Party Software to Supplier" in this clause, for the Customer on the terms purposes of this licence.
10.5 The Customer shall comply with the Third-Party Licence clause only, be treated as including all employees, subcontractors and shall indemnify and hold suppliers of the Supplier harmless against any loss or damage or other costs which it may suffer or incur as a result and its Affiliates, all of whom shall have the benefit of the Customer's breach exclusions and limitations of such terms howsoever arisingliability set out in this clause.
10.6 The Supplier may treat the Customer's breach of any Third-Party Licence as a breach of this licence.
Appears in 1 contract
Limits of Liability. 10.1 6.1 Except as expressly stated in clause 10.2:6.2:
(a) the Supplier shall not in any circumstances have any liability for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
(i) special damage even if the Supplier was aware of the circumstances in which such special damage could arise;
(ii) loss of profits;
(iii) loss of anticipated savings;
(iv) loss of business opportunity;
(v) loss of goodwill;
(vi) loss or corruption of data.,
(b) the total liability of the Supplier, whether in contract, tort (including negligence) or otherwise and whether in connection with this licence or any collateral contract, shall in no circumstances exceed a sum equal to the Fee; and
(c) the Customer agrees that, in entering into this licenceagreement, either it did not rely on any representations (whether written or oral) of any kind or of any person other that than those expressly set out in this licence or (if it did rely on any representations, whether written or oral, not expressly set out in this licenceagreement) that it shall have no remedy in respect of such representations and (in either case) the Supplier shall have no liability in any circumstances otherwise than in accordance with the express terms of this licenceagreement.
10.2 6.2 The exclusions in clause 9.4 5.3 and clause 10.1 6.1 shall apply to the fullest extent permissible at law, but the Supplier does not exclude liability for:for:
(a) death or personal injury caused by the negligence of the Supplier, its officers, employees, contractors or agents;
(b) fraud or fraudulent misrepresentation;
(c) breach of the obligations implied by section 12 of the Sale of Goods Act 1979 Xxx 0000 or section 2 of the Supply of Goods and Services Act 1982Xxx 0000; or
(d) any other liability which may not be excluded by law.
10.3 6.3 All dates supplied by the Supplier for the delivery of the Software shall be treated as approximate only. The Supplier shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.
10.4 The Supplier warrants and represents that it has full authority to license or sub-license the Third-Party Software to the Customer on the terms of this licence.
10.5 The Customer shall comply with the Third-Party Licence and shall indemnify and hold the Supplier harmless against any loss or damage or other costs which it may suffer or incur as a result of the Customer's breach of such terms howsoever arising.
10.6 The Supplier may treat the Customer's breach of any Third-Party Licence as a breach of this licence.
Appears in 1 contract
Samples: Software License Agreement
Limits of Liability. 10.1 7.1 Except as expressly stated in clause 10.2:7.2:
(a) the Supplier 7.1.1 XXXXX shall not in any circumstances circumstance have any liability for any losses loss or damages damage which may be suffered by the Customer Client (or any person claiming under or through the Customer)Client) arising under or in connection with this Agreement, whether the same are is suffered directly or indirectly or are is immediate or consequential, and whether the same arise arises in contract, tort (including negligence) ), breach of statutory duty or otherwise howsoeverotherwise, which fall falls within any of the following categories:
(ia) special damage even if the Supplier XXXXX was aware of the circumstances in which such special damage could arise;
(iib) loss of profitsprofit;
(iiic) loss of anticipated savings;
(ivd) loss of business opportunity;
(ve) loss of goodwill;
(vif) loss or corruption of data.pure economic loss;
(bg) loss, corruption, destruction or failure to store any data (including but not limited to Client Data);
(h) any indirect or consequential loss, costs, damages, charges or expenses (including but not limited to lost time of employees, consultants or directors),
(a) to 7.1.1(h) above; and
7.1.2 the total liability of the SupplierXXXXX in respect of any and all claims made in any Year, whether in contract, tort (including negligence) ), breach of statutory duty, misrepresentation, debt or otherwise and whether in connection with this licence Agreement or any collateral contract, shall in no circumstances exceed a sum equal to 150% of the Fee; and
(c) amount of Charge paid or payable by the Customer agrees that, in entering into this licence, either it did not rely on any representations (whether written or oral) of any kind or of any person other that those expressly set out in this licence or (if it did rely on any representations, whether written or oral, not expressly set out in this licence) that it shall have no remedy Client in respect of such representations and (in either case) the Supplier shall have no liability in any circumstances otherwise than in accordance with the express terms of this licencerelevant Year.
10.2 7.2 The exclusions in clause 9.4 6.8 (Warranties) and clause 10.1 7.1 shall apply to the fullest extent permissible at law, but the Supplier does not provided that nothing in this Agreement shall limit or exclude either party’s liability for:for:
(a) 7.2.1 death or personal injury caused by that party’s negligence or the negligence of the Supplier, its that party’s officers, employees, contractors or agents;
(b) 7.2.2 fraud or fraudulent misrepresentation;
(c) 7.2.3 breach of the obligations implied by section 12 of the Sale of Goods Act 1979 Xxx 0000 or section 2 of the Supply of Goods and Services Act 1982Xxx 0000; or
(d) 7.2.4 any other liability which may not be excluded by law.
10.3 7.3 All dates supplied by the Supplier XXXXX for the delivery supply of the Software and the provision of the Services shall be treated as approximate only. The Supplier XXXXX shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.
10.4 7.4 All references to “XXXXX” in this clause 7 shall, for the purposes of this clause and clause 16 (Third Party Rights) only, be treated as including all employees, subcontractors and suppliers of XXXXX, all of whom shall have the benefit of the exclusions and limitations of liability set out in this clause, in accordance with clause 16 (Third Party Rights).
7.5 The Supplier warrants Client acknowledges and represents agrees that the Software has not been developed to meet the individual requirements of the Client or any User, and that it has full authority is the Client’s responsibility to license or sub-license ensure that the Third-Party Software to meets the Customer on the terms of this licence.
10.5 The Customer shall comply with the Third-Party Licence and shall indemnify and hold the Supplier harmless against any loss or damage or other costs which it may suffer or incur as a result requirement of the Customer's breach of such terms howsoever arisingClient and the Users.
10.6 The Supplier may treat the Customer's breach of any Third-Party Licence as a breach of this licence.
Appears in 1 contract
Samples: Software License Agreement
Limits of Liability. 10.1 Except as expressly stated in clause 10.2:10.3:
(a) the Supplier shall not in any circumstances have any liability for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
(i) special damage even if the Supplier was aware of the circumstances in which such special damage could arise;
(ii) loss of profits;
(iii) loss of anticipated savings;
(iv) loss of business opportunity;
(v) loss of goodwill;
(vi) loss or corruption of data.;
(vii) wasted expenditure
(viii) other losses of an indirect, remote or consequential nature, provided that this clause 10.1(a) shall not prevent claims for loss of or damage to the Customer's tangible property that fall within the terms of clause 10.1(b) or any other claims for direct financial loss that are not excluded by any of categories (i) to (vi) inclusive of this clause 10.1(a);
(b) the total liability of the Supplier, whether in contract, tort (including negligence) or otherwise and whether in connection with this licence Agreement or any collateral contract, shall in no circumstances exceed a sum equal to the Licence Fee; and
(c) the Customer agrees that, in entering into this licenceAgreement, either it did not rely on any representations (whether written or oral) of any kind or of any person other that than those expressly set out in this licence Agreement or (if it did rely on any representations, whether written or oral, not expressly set out in this licenceAgreement) that it shall have no remedy in respect of such representations and (in either case) the Supplier shall have no liability in any circumstances otherwise than in accordance with the express terms of this licenceAgreement.
10.2 The Customer acknowledges and accepts that the purpose of the Software is to produce an illustrative or indicative assessment of data presented by or for the Consumer. That assessment is not, in any circumstances, intended to be conclusive or a guarantee or any future results, performance or outcomes related to that data. The Supplier does not accept liability for any loss suffered as a result of the Customer’s reliance on any such assessment. In particular, and without prejudice to the generality of the foregoing, the Customer further acknowledges and accepts:
(a) The Software is only designed to be used in accordance with the Permitted Use and for no other purpose;
(b) Establishing and evaluating social value is a complex and inexact process of which the Software forms a part, but not on a determinative or exclusive basis;
(c) The Customer is responsible for their own assessment and evaluation of social value taking into consideration all relevant factors;
(d) Use of the Software may not result in any particular outcome or result, and the Supplier gives no warranty or guarantee in this regard;
(e) The Customer is solely responsible for, and the Supplier accepts no liability in respect of, use, loss or processing of the Customer’s Data; interpretation, assessment and evaluation of data and results produced by the Software; decisions taken based on data or results produced by the Software.
10.3 The exclusions in clause 9.4 and clause 10.1 shall apply to the fullest extent permissible at law, but the Supplier does not exclude liability for:for:
(a) death or personal injury caused by the negligence of the Supplier, its officers, employees, contractors or agents;
(b) fraud or fraudulent misrepresentation;
(c) breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
(d) any other liability which may not be excluded by law.
10.3 10.4 All dates supplied by the Supplier for the delivery of the Software or the provision of Services shall be treated as approximate only. The Supplier shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.
10.4 The Supplier warrants and represents that it has full authority 10.5 All references to license or sub-license "the Third-Party Software to Supplier" in this clause 10 shall, for the Customer on the terms purposes of this licence.
10.5 The Customer shall comply with the Third-Party Licence clause and shall indemnify clause 19 only, be treated as including all employees, subcontractors and hold the Supplier harmless against any loss or damage or other costs which it may suffer or incur as a result suppliers of the Customer's breach Supplier, all of such terms howsoever arisingwhom shall have the benefit of the exclusions and limitations of liability set out in this clause, in accordance with clause 19.
10.6 The Supplier may treat the Customer's breach of any Third-Party Licence as a breach of this licence.
Appears in 1 contract
Samples: Licensing Agreement
Limits of Liability. 10.1 16.1 Except as expressly stated elsewhere in this clause 10.2:16:
(a) 16.1.1 Neither party shall have liability to the Supplier shall not in any circumstances have any liability other for any losses or damages which may be suffered by the Customer (or any person claiming that party under or through the Customer)this Managed Services Agreement, whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort delict (including negligence) or otherwise howsoever, which fall within any of the following categories:
(i) special damage 16.1.1.1 indirect losses or damages, even if the Supplier though that party was aware of the circumstances in which such special damage indirect losses or damages could arise;
(ii) 16.1.1.2 loss of profits;
(iii) 16.1.1.3 loss of anticipated savings;
(iv) 16.1.1.4 loss of business opportunity;
(v) 16.1.1.5 loss of goodwill;; or
16.1.1.6 loss of, or damage to (vi) loss or including corruption of of), data.
(b) the total liability of the Supplier, whether in contract, tort (including negligence) or otherwise and whether in connection with this licence or any collateral contract, shall in no circumstances exceed a sum equal to the Fee; and
(c) the Customer 16.1.2 Each party agrees that, in entering into this licenceManaged Services Agreement, either it did not rely on any warranties, undertakings or representations (whether written or oral) of any kind or of any person other that than those expressly set out in this licence Managed Services Agreement or (if it did rely on any warranties, undertakings or representations, whether written or oral, not expressly set out in this licenceManaged Services Agreement) that it shall have no remedy in respect of such warranties, undertakings or representations and (in either case) the Supplier neither party shall have no any liability in any circumstances otherwise than in accordance with the express terms of this licence.Managed Services Agreement;
10.2 The exclusions in 16.1.3 subject to clause 9.4 and clause 10.1 shall apply 16.2, the total liability of Quorum to the fullest extent permissible at lawCustomer, but whether in contract, delict (including negligence) or otherwise under this Managed Services Agreement shall in no circumstances exceed the Supplier does Service Fee (excluding any VAT) invoiced by Quorum in any Contract Year;
16.2 The limitations or exclusions of liability in this Managed Services Agreement shall not exclude liability for:apply in respect of the following:
(a) 16.2.1 any failure of Quorum to comply with Applicable Laws including the Bribery Act 2010;
16.2.2 death or personal injury caused by the negligence of the Suppliera party, its officers, employees, contractors or agents;
(b) 16.2.3 fraud or fraudulent misrepresentationmisrepresentation of a party;
(c) 16.2.4 breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
(d) 16.2.5 any other liability which may to the extent that it cannot be limited or excluded by law.
10.3 All dates supplied by the Supplier for the delivery of the Software shall be treated as approximate only. The Supplier shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.
10.4 The Supplier warrants and represents that it has full authority to license or sub-license the Third-Party Software to the Customer on the terms of this licence.
10.5 The Customer shall comply with the Third-Party Licence and shall indemnify and hold the Supplier harmless against any loss or damage or other costs which it may suffer or incur as a result of the Customer's breach of such terms howsoever arising.
10.6 The Supplier may treat the Customer's breach of any Third-Party Licence as a breach of this licence.
Appears in 1 contract
Samples: Managed Services Agreement
Limits of Liability. 10.1 13.1 Except as expressly stated in clause 10.2:13.2 and clause 13.3:
(a) the Supplier ParentMail shall not in any circumstances have any liability for any losses or damages which may be suffered by the Customer Organisation (or any person claiming under or through the CustomerOrganisation), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
(i) special damage even if the Supplier ParentMail was aware of the circumstances in which such special damage could arise;
(ii) loss of profits;
(iii) loss of anticipated savings;
(iv) loss of business opportunity;
(v) loss of goodwill;
(vi) loss or corruption of data., provided that this clause 13.1(a) shall not prevent claims for loss of or damage to the Organisation's tangible property that fall within the terms of clause 13.1(b) or any other claims for direct financial loss that are not excluded by any of categories (i) to (vi) inclusive of this clause 13.1(a);
(b) the total liability of the SupplierParentMail, whether in contract, tort (including negligence) or otherwise and whether in connection with this licence or any collateral contract, shall in no circumstances exceed a sum equal to the annual Fee; and
(c) the Customer Organisation agrees that, in entering into this licence, either it did not rely on any representations (whether written or oral) of any kind or of any person other that than those expressly set out in this licence or (if it did rely on any representations, whether written or oral, not expressly set out in this licence) that it shall have no remedy in respect of such representations and (in either case) the Supplier ParentMail shall have no liability in any circumstances otherwise than in accordance with the express terms of this licence.
10.2 13.2 The exclusions in clause 9.4 12.5 and clause 10.1 13.1 shall apply to the fullest extent permissible at law, but the Supplier ParentMail does not exclude liability for:for:
(a) death or personal injury caused by the negligence of the SupplierParentMail, its officers, employees, contractors or agents;
(b) fraud or fraudulent misrepresentation;
(c) breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
(d) any other liability which may not be excluded by law.
10.3 13.3 All dates supplied by the Supplier references to "ParentMail" in this clause 13 shall, for the delivery purposes of the Software shall this clause and clause 19 only, be treated as approximate only. The Supplier including all employees, subcontractors and suppliers of ParentMail and its Affiliates, all of whom shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.
10.4 The Supplier warrants and represents that it has full authority to license or sub-license have the Third-Party Software to the Customer on the terms of this licence.
10.5 The Customer shall comply with the Third-Party Licence and shall indemnify and hold the Supplier harmless against any loss or damage or other costs which it may suffer or incur as a result benefit of the Customer's breach exclusions and limitations of such terms howsoever arisingliability set out in this clause, in accordance with clause 19.
10.6 The Supplier may treat the Customer's breach of any Third-Party Licence as a breach of this licence.
Appears in 1 contract
Samples: Licence Agreement
Limits of Liability. 10.1 11.1 (warranty limits) Except as expressly stated in clause 10.2:11.2:
(a) the Supplier shall not in any circumstances have any liability for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
(i) special damage even if the Supplier was aware of the circumstances in which such special damage could arise;
(ii) loss of profits;
(iii) loss of anticipated savings;
(iv) loss of business opportunity;
(v) loss of goodwill;
(vi) loss or corruption of data., provided that this clause 11.1(a) shall not prevent claims for loss of or damage to the Customer's tangible property that fall within the terms of clause 11.1(b) or any other claims for direct financial loss that are not excluded by any of categories (i) to (vi) inclusive of this clause 11.1(a);
(b) the total liability of the Supplier, whether in contract, tort (including negligence) or otherwise and whether in connection with this licence or any collateral contract, shall in no circumstances exceed a sum equal to the Fee; and
(c) the Customer agrees that, in entering into this licence, either it did not rely on any representations (whether written or oral) of any kind or of any person other that than those expressly set out in this licence or (if it did rely on any representations, whether written or oral, not expressly set out in this licence) that it shall have no remedy in respect of such representations and (in either case) the Supplier shall have no liability in any circumstances otherwise than in accordance with the express terms of this licence.
10.2 11.2 (warranty limitations do not exclude) The exclusions in clause 9.4 10.5, clause 10.6 and clause 10.1 11.1 shall apply to the fullest extent permissible at law, but the Supplier does not exclude liability for:for:
(a) death or personal injury caused by the negligence of the Supplier, its officers, employees, contractors or agents;
(b) fraud or fraudulent misrepresentation;
(c) breach of the obligations implied by section 12 of the Sale of Goods Act 1979 Xxx 0000 or section 2 of the Supply of Goods and Services Act 1982Xxx 0000; or
(d) any other liability which may not be excluded by law.
10.3 11.3 (dates) All dates supplied by the Supplier for the delivery of the Software or the provision of Support shall be treated as approximate only. The Supplier shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.
10.4 The Supplier warrants and represents that it has full authority to license or sub-license the Third-Party Software to the Customer on the terms of this licence.
10.5 The Customer shall comply with the Third-Party Licence and shall indemnify and hold the Supplier harmless against any loss or damage or other costs which it may suffer or incur as a result of the Customer's breach of such terms howsoever arising.
10.6 The Supplier may treat the Customer's breach of any Third-Party Licence as a breach of this licence.
Appears in 1 contract
Samples: Software License Agreement
Limits of Liability. 10.1 9.1 Except as expressly stated in clause 10.2:Clause 9.2:
(a) the Supplier shall not in any circumstances have any liability for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
(i) special damage even if the Supplier was aware of the circumstances in which such special damage could arise;
(ii) loss of profits;
(iii) loss of anticipated savings;
(iv) loss of business opportunity;
(v) loss of goodwill;
(vi) loss or corruption of data.,
(b) the total liability of the Supplier, whether in contract, tort (including negligence) or otherwise and whether in connection with this licence or any collateral contract, shall in no circumstances exceed a sum equal to the Fee; and
(c) the Customer agrees that, in entering into this licence, either it did not rely on any representations (whether written or oral) of any kind or of any person other that than those expressly set out in this licence or (if it did rely on any representations, whether written or oral, not expressly set out in this licence) that it shall have no remedy in respect of such representations and (in either case) the Supplier shall have no liability in any circumstances otherwise than in accordance with the express terms of this licence.either
10.2 9.2 The exclusions in clause 9.4 and clause 10.1 contained in this agreement shall apply to the fullest extent permissible at law, but the Supplier does not exclude liability for:for:
(a) death or personal injury caused by the negligence of the Supplier, its officers, employees, contractors or agents;
(b) fraud or fraudulent misrepresentation;
(c) breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982law; or
(d) any other liability which may not be excluded by law.
10.3 9.3 All dates supplied by the Supplier for the delivery of the Software shall be treated as approximate only. The Supplier shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.
10.4 The Supplier warrants and represents that it has full authority to license or sub-license the Third-Party Software 9.4 All references to the Customer on “Supplier” in this Clause 9 shall, for the terms purposes of this licence.
10.5 The Customer shall comply with the Third-Party Licence clause and shall indemnify Clause 18 only, be treated as including all employees, subcontractors and hold suppliers of the Supplier harmless against any loss or damage or other costs which it may suffer or incur as a result and its Affiliates, all of whom shall have the benefit of the Customer's breach exclusions and limitations of such terms howsoever arisingliability set out in this clause, in accordance with Clause 18.
10.6 The Supplier may treat the Customer's breach of any Third-Party Licence as a breach of this licence.
Appears in 1 contract
Samples: Software License Agreement
Limits of Liability. 10.1 6.1 Except as expressly stated in clause 10.2:this Agreement:
(a) the Supplier shall not in any circumstances have any liability for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
(i) special damage even if the Supplier was aware of the circumstances in which such special damage could arise;
(ii) loss of profits;
(iii) loss of anticipated savings;
(iv) loss of business opportunity;
(v) loss of goodwill;
(vi) loss or corruption of data., provided that this 6 shall not prevent claims for loss of or damage to the Customer's tangible property that fall within the terms of this clause or any other claims for direct financial loss that are not excluded by any of categories
(i) to (vi) inclusive of this clause 6;
(b) the total liability of the Supplier, whether in contract, tort (including negligence) or otherwise and whether in connection with this licence or any collateral contract, shall in no circumstances exceed a sum equal to the Fee; and
(c) the Customer agrees that, in entering into this licence, either it did not rely on any representations (whether written or oral) of any kind or of any person other that than those expressly set out in this licence or (if it did rely on any representations, whether written or oral, not expressly set out in this licence) that it shall have no remedy in respect of such representations and (in either case) the Supplier shall have no liability in any circumstances otherwise than in accordance with the express terms of this licence.
10.2 6.2 The exclusions in clause 9.4 and clause 10.1 Clause 6.1 shall apply to the fullest extent permissible at law, but the Supplier does not exclude liability for:for:
(a) death or personal injury caused by the negligence of the Supplier, its officers, employees, contractors or agents;
(b) fraud or fraudulent misrepresentation;
(c) breach of the obligations implied by section 12 of the Sale of Goods Act 1979 Xxx 0000 or section 2 of the Supply of Goods and Services Act 1982Xxx 0000; or
(d) any other liability which may not be excluded by law.
10.3 6.3 All dates supplied by the Supplier for the delivery of the Software Licensed Content or the provision of Services shall be treated as approximate only. The Supplier shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.
10.4 The Supplier warrants and represents that it has full authority 6.4 All references to license or sub-license "the Third-Party Software to Supplier" in this clause 6 shall, for the Customer on the terms purposes of this licence.
10.5 The Customer shall comply with the Third-Party Licence clause and shall indemnify clause 6 only, be treated as including all employees, subcontractors and hold suppliers of the Supplier harmless against any loss or damage or other costs which it may suffer or incur as a result and its Affiliates, all of whom shall have the benefit of the Customer's breach exclusions and limitations of such terms howsoever arisingliability set out in this clause.
10.6 The Supplier may treat the Customer's breach of any Third-Party Licence as a breach of this licence.
Appears in 1 contract
Samples: End User License Agreement
Limits of Liability. 10.1 9.1 Except as expressly stated in clause 10.2:9.2:
(a) the Supplier shall not in any circumstances have any liability for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
(i) special damage even if the Supplier was aware of the circumstances in which such special damage could arise;
(ii) loss of profits;
(iii) loss of anticipated savings;
(iv) loss of business opportunity;
(v) loss of goodwill;
(vi) loss or corruption of data.;
(vii) wasted expenditure, provided that this clause 9.1(a) shall not prevent claims for loss of or damage to the Customer's tangible property that fall within the terms of clause 9.1(b) or any other claims for direct financial loss that are not excluded by any of categories (i) to (vi) inclusive of this clause 9.1(a);
(b) the total liability of the Supplier, whether in contract, tort (including negligence) or otherwise and whether in connection with this licence agreement or any collateral contract, shall in no circumstances exceed a sum equal to the Fee; and
(c) the Customer agrees that, in entering into this licenceagreement, either it did not rely on any representations (whether written or oral) of any kind or of any person other that than those expressly set out in this licence agreement or (if it did rely on any representations, whether written or oral, not expressly set out in this licenceagreement) that it shall have no remedy in respect of such representations and (in either case) the Supplier shall have no liability in any circumstances otherwise than in accordance with the express terms of this licenceagreement.
10.2 9.2 The exclusions in clause 9.4 clauses 8.6 and clause 10.1 9.1 shall apply to the fullest extent permissible at law, but the Supplier does not exclude liability for:for:
(a) death or personal injury caused by the negligence of the Supplier, its officers, employees, contractors or agents;
(b) fraud or fraudulent misrepresentation;
(c) breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
(dc) any other liability which may not be excluded by law.
10.3 9.3 All dates supplied by the Supplier for the delivery of the Software shall be treated as approximate only. The Supplier shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.
10.4 The Supplier warrants and represents that it has full authority 9.4 All references to license or sub-license "the Third-Party Software to Supplier" in this 9 shall, for the Customer on the terms purposes of this licence.
10.5 The Customer shall comply with the Third-Party Licence clause and shall indemnify clause 20 only, be treated as including all employees, subcontractors and hold suppliers of the Supplier harmless against any loss or damage or other costs which it may suffer or incur as a result and its Affiliates, all of whom shall have the benefit of the Customer's breach exclusions and limitations of such terms howsoever arisingliability set out in this clause, in accordance with clause 20.
10.6 The Supplier may treat the Customer's breach of any Third-Party Licence as a breach of this licence.
Appears in 1 contract
Samples: Self Hosted Enterprise Agreement
Limits of Liability. 10.1 Except as expressly stated in clause 10.2:10.2:
(a) the Supplier shall not in any circumstances have any liability for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
(i) special damage even if the Supplier was aware of the circumstances in which such special damage could arise;
(ii) loss of profits;
(iii) loss of anticipated savings;
(iv) loss of business opportunity;
(v) loss of goodwill;
(vi) loss or corruption of data.
(b) the total liability of the Supplier, whether in contract, tort (including negligence) or otherwise and whether in connection with this licence or any collateral contract, shall in no circumstances exceed a sum equal to the Fee; and
(c) the Customer agrees that, in entering into this licence, either it did not rely on any representations (whether written or oral) of any kind or of any person other that those expressly set out in this licence or (if it did rely on any representations, whether written or oral, not expressly set out in this licence) that it shall have no remedy in respect of such representations and (in either case) the Supplier shall have no liability in any circumstances otherwise than in accordance with the express terms of this licence.
10.2 The exclusions in clause 9.4 and clause 10.1 shall apply to the fullest extent permissible at law, but the Supplier does not exclude liability for:for:
(a) death or personal injury caused by the negligence of the Supplier, its officers, employees, contractors or agents;
(b) fraud or fraudulent misrepresentation;
(c) breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
(d) any other liability which may not be excluded by law.
10.3 All dates supplied by the Supplier for the delivery of the Software shall be treated as approximate only. The Supplier shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.
10.4 The Supplier warrants and represents that it has full authority to license or sub-license the Third-Party Software to the Customer on the terms of this licence.
10.5 The Customer shall comply with the Third-Party Licence and shall indemnify and hold the Supplier harmless against any loss or damage or other costs which it may suffer or incur as a result of the Customer's breach of such terms howsoever arising.
10.6 The Supplier may treat the Customer's breach of any Third-Party Licence as a breach of this licence.. c.
Appears in 1 contract
Samples: Licence Agreement for Software
Limits of Liability. 10.1 Except as expressly stated in clause 10.2:10.2:
(a) the Supplier 10.1.1 NewMetrica shall not in any circumstances have any liability for any losses or damages which may be suffered by the Customer Licensee (or any person claiming under or through the CustomerLicensee), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort delict (including negligence) or otherwise howsoever, which fall within any of the following categories:
(i) special damage even if the Supplier was aware of the circumstances in which such special damage could arise;
(iia) loss of profits;
(iiib) loss of anticipated savings;
(ivc) loss of business opportunity;
(vd) loss of goodwill;
(vie) loss or corruption of data., provided that this clause 10.1.1 shall not prevent claims for loss of or damage to the parties tangible property that fall within the terms of clause 10.1.2 or any other claims for direct financial loss that are not excluded by any of categories (a) to (e) inclusive of this clause 10.1.1;
(b) 10.1.2 the total liability of the SupplierNewMetrica, whether in contract, tort delict (including negligence) or otherwise and whether in connection with this licence Agreement or any collateral contract, shall in no circumstances exceed in aggregate a sum equal to the Licence Fee; and
(c) 10.1.3 the Customer Licensee agrees that, in entering into this licenceAgreement, either it did not rely on any representations (whether written or oral) of any kind or of any person other that than those expressly set out in this licence Agreement or (if it did rely on any representations, whether written or oral, not expressly set out in this licenceAgreement) that it shall have no remedy in respect of such representations and (in either case) the Supplier shall have no liability in any circumstances otherwise than in accordance with the express terms of this licenceAgreement.
10.2 The exclusions in clause 9.4 9.6 and clause 10.1 shall apply to the fullest extent permissible at law, but the Supplier does parties do not exclude liability for:for:
(a) 10.2.1 death or personal injury caused by the negligence of the Suppliera party, its officers, employees, contractors or agents;
(b) 10.2.2 fraud or fraudulent misrepresentation;
(c) 10.2.3 breach of the obligations implied by section 12 of the Sale of Goods Act 1979 Xxx 0000 or section 2 11B of the Supply of Goods and Services Act 1982Xxx 0000; or
(d) 10.2.4 any other liability which may not be excluded by law.
10.3 All Any dates supplied by the Supplier NewMetrica for the delivery of the Software Instrument shall be treated as approximate only. The Supplier NewMetrica shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.
10.4 The Supplier warrants and represents that it has full authority All references to license or sub-license "the Third-Party Software to parties" in this clause 10 shall, for the Customer on the terms purposes of this licence.
10.5 The Customer shall comply with the Third-Party Licence clause, be treated as including all employees, subcontractors and shall indemnify and hold the Supplier harmless against any loss or damage or other costs which it may suffer or incur as a result suppliers of the Customer's breach parties and its Affiliates, all of such terms howsoever arisingwhom shall have the benefit of the exclusions and limitations of liability set out in this clause.
10.6 The Supplier may treat the Customer's breach of any Third-Party Licence as a breach of this licence.
Appears in 1 contract
Samples: License Agreement
Limits of Liability. 10.1 Except as expressly stated in clause 10.2:
(a) The Licensor shall only be liable for wilful misconduct (German legal term “Vorsatz”) or gross negligence (German legal term “xxxxx Fahrlässigkeit”).
b) In case of slight negligence, the Supplier Licensor shall not in only be liable for breach of material obligations (German legal term: “Kardinalpflichten”) and the liability of the Licensor shall be limited to the typically foreseeable losses or damages which may be suffered by the Customer (or any circumstances person claiming under or through the Customer). In the latter case, the Licensor shall have any no liability for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence but not gross negligence) or otherwise howsoever, which fall within any of the following categories:
(i) typically unforeseeable, special damage even if though the Supplier Licensor was aware of the circumstances in which such special damage could arise;
(ii) loss of profits;
(iii) loss of anticipated savings;
(iv) loss of business opportunity;
(v) loss of goodwill;
(vi) loss or corruption of data.
(b) . Except as expressly stated in 10.2, the total liability of the SupplierLicensor (including the liability for defective or delayed delivery of the Software), whether in contract, tort (including negligence) or otherwise and whether in connection with this licence Agreement or any collateral contractcontract (such as the SLA), shall in no circumstances exceed a sum equal to the Fee; andLicence Fees paid in the 12 months preceding the month in which the liability arose for the Software affected.
(c) the The Customer agrees that, in entering into this licenceAgreement, either it did not rely on any representations (whether written or oral) of any kind or of any person other that those expressly set out in this licence or (if it did rely on any representations, whether written or oral, not expressly set out in this licence) that it shall have no remedy in respect of such representations and (in either case) the Supplier shall have no liability in any circumstances otherwise than in accordance with the express terms of this licenceAgreement.
10.2 The exclusions in clause 9.4 and clause 10.1 shall apply to the fullest extent permissible at law, but the Supplier does not exclude liability for:
(a) death or personal injury caused by the negligence of the Supplier, its officers, employees, contractors or agents;
(b) fraud or fraudulent misrepresentation;
(c) breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
(d) any other liability which may not be excluded by law.
10.3 All dates supplied by the Supplier for the delivery of the Software shall be treated as approximate only. The Supplier shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.
10.4 The Supplier warrants and represents that it has full authority to license or sub-license the Third-Party Software to the Customer on the terms of this licence.
10.5 The Customer shall comply with the Third-Party Licence and shall indemnify and hold the Supplier harmless against any loss or damage or other costs which it may suffer or incur as a result of the Customer's breach of such terms howsoever arising.
10.6 The Supplier may treat the Customer's breach of any Third-Party Licence as a breach of this licence.
Appears in 1 contract
Samples: License Agreement
Limits of Liability. 10.1 7.1 Except as expressly stated in clause 10.2:7.2:
(a) the Supplier 7.1.1 TSN shall not in any circumstances circumstance have any liability for any losses loss or damages damage which may be suffered by the Customer (or any person claiming under or through the Customer)) arising under or in connection with this Agreement, whether the same are is suffered directly or indirectly or are is immediate or consequential, and whether the same arise arises in contract, tort (including negligence) ), breach of statutory duty or otherwise howsoeverotherwise, which fall falls within any of the following categories:
(ia) special damage even if the Supplier TSN was aware of the circumstances in which such special damage could arise;
(iib) loss of profitsprofit;
(iiic) loss of anticipated savings;
(ivd) loss of business opportunity;
(ve) loss of goodwill;
(vif) loss or corruption of data.pure economic loss;
(bg) loss, corruption, destruction or failure to store any data (including but not limited to Customer Data);
(h) any indirect or consequential loss, costs, damages, charges or expenses (including but not limited to lost time of employees, consultants or directors), provided that this clause 7.1.1 shall not prevent any claim for loss of or damage to the Customer’s tangible property that falls within the terms of clause 7.1.2 or any other claim for direct financial loss that is not excluded by any of clauses 7.1.1
(a) to 7.1.1(h) above; and
7.1.2 the total liability of the SupplierTSN in respect of any and all claims made in any Year, whether in contract, tort (including negligence) ), breach of statutory duty, misrepresentation or otherwise and whether in connection with this licence Agreement or any collateral contract, shall in no circumstances exceed a sum equal to 150% of the Fee; and
(c) amount of Charges payable by the Customer agrees that, in entering into this licence, either it did not rely on any representations (whether written or oral) of any kind or of any person other that those expressly set out in this licence or (if it did rely on any representations, whether written or oral, not expressly set out in this licence) that it shall have no remedy in respect of such representations and (in either case) the Supplier shall have no liability in any circumstances otherwise than in accordance with the express terms of this licencerelevant Year.
10.2 7.2 The exclusions in clause 9.4 6.8 (Warranties) and clause 10.1 7.1 shall apply to the fullest extent permissible at law, but the Supplier does not provided that nothing in this Agreement shall limit or exclude either party’s liability for:for:
(a) 7.2.1 death or personal injury caused by that party’s negligence or the negligence of the Supplier, its that party’s officers, employees, contractors or agents;
(b) 7.2.2 fraud or fraudulent misrepresentation;
(c) 7.2.3 breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
(d) 7.2.4 any other liability which may not be excluded by law.
10.3 7.3 All dates supplied by the Supplier TSN for the delivery supply of the Software and the provision of the Services shall be treated as approximate only. The Supplier TSN shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.
10.4 7.4 All references to “TSN” in this clause 7 shall, for the purposes of this clause and clause 16 (Third Party Rights) only, be treated as including all employees, subcontractors and suppliers of TSN, all of whom shall have the benefit of the exclusions and limitations of liability set out in this clause, in accordance with clause 16 (Third Party Rights).
7.5 The Supplier warrants Customer acknowledges that the Charges have been calculated based on the limitations and represents exclusions of liability contained in this Agreement and agrees that it has full authority to license or sub-license such limitations and exclusions are reasonable in the Third-Party Software to circumstances considering the potential losses that could be incurred by the Customer on the terms of this licence.
10.5 The Customer shall comply with the Third-Party Licence and shall indemnify and hold the Supplier harmless against any loss or damage or other costs which it may suffer or incur as a result of the Customer's breach of such terms howsoever arising.
10.6 The Supplier may treat the Customer's breach of any Third-Party Licence as a TSN’s breach of this licenceAgreement against the value of this Agreement to TSN.
7.6 The Customer acknowledges and agrees that the Software has not been developed to meet the individual requirements of the Customer or any User, and that it is the Customer’s responsibility to ensure that the Software meets the requirements of the Customer and the Users.
Appears in 1 contract
Samples: Access Agreement
Limits of Liability. 10.1 9.1 Except as expressly stated in clause 10.2:this Clause 9.2:
(a) the Supplier shall not in any circumstances have any liability for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
(i) special damage even if the Supplier was aware of the circumstances in which such special damage could arise;
(ii) loss of profits;
(iii) loss of anticipated savings;
(iv) loss of business opportunity;
(v) loss of goodwill;
(vi) loss or corruption of data., provided that this Clause 9.1(a) shall not prevent claims for loss of or damage to the Customer’s tangible property that fall within the terms of Clause 9.1(b) or any other claims for direct financial loss that are not excluded by any of categories (i) to (vi) inclusive of this Clause 9.1(a);
(b) the total liability of the Supplier, whether in contract, tort (including negligence) or otherwise and whether in connection with this licence License or any collateral contract, shall in no circumstances exceed a sum equal to the FeeSubscription Fees already paid by the Customer for the period during which the relevant claim arose; and
(c) the Customer agrees that, in entering into this licenceLicense, either it did not rely on any representations (whether written or oral) of any kind or of any person other that than those expressly set out in this licence License or (if it did rely on any representations, whether written or oral, not expressly set out in this licenceLicense) that it shall have no remedy in respect of such representations and (in either case) the Supplier shall have no liability in any circumstances otherwise than in accordance with the express terms of this licenceLicense.
10.2 9.2 The exclusions in clause 9.4 Clause 8.5 and clause 10.1 Clause 9.1 shall apply to the fullest extent permissible at law, but the Supplier does not exclude liability for:for:
(a) death or personal injury caused by the negligence of the Supplier, its officers, employees, contractors or agents;
(b) fraud or fraudulent misrepresentation;
(c) breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
(d) any other liability which may not be excluded by law.
10.3 9.3 All dates supplied by the Supplier for the delivery of the Software shall be treated as approximate only. The Supplier shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.
10.4 The Supplier warrants and represents that it has full authority 9.4 All references to license or sub-license “the Third-Party Software to Supplier” in this Clause 9 shall, for the Customer on the terms purposes of this licence.
10.5 The Customer clause shall comply with the Third-Party Licence be treated as including all employees, subcontractors and shall indemnify and hold suppliers of the Supplier harmless against any loss or damage or other costs which it may suffer or incur as a result and its Affiliates, all of whom shall have the benefit of the Customer's breach exclusions and limitations of such terms howsoever arisingliability set out in this clause.
10.6 The Supplier may treat the Customer's breach of any Third-Party Licence as a breach of this licence.
Appears in 1 contract
Samples: Software License Agreement
Limits of Liability. 10.1 11.1 Except as expressly stated in clause 10.2:Clause 10.2:
(a) the Supplier shall not in any circumstances have any liability for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
(i) special damage even if the Supplier was aware of the circumstances in which such special damage could arise;
(ii) loss of profits;
(iii) loss of anticipated savings;
(iv) loss of business opportunity;
(v) loss of goodwill;
(vi) loss or corruption of data., provided that this Clause 10.1(a) shall not prevent claims for loss of or damage to the Customer’s tangible property that fall within the terms of Clause 10.1(b) or any other claims for direct financial loss that are not excluded by any of categories (i) to (vi) inclusive of this Clause 10.1(a)];
(b) the total liability of the Supplier, whether in contract, tort (including negligence) or otherwise and whether in connection with this licence or any collateral contract, shall in no circumstances exceed a sum equal to the Fee; and
(c) the Customer agrees that, in entering into this licence, either it did not rely on any representations (whether written or oral) of any kind or of any person other that than those expressly set out in this licence or (if it did rely on any representations, whether written or oral, not expressly set out in this licence) that it shall have no remedy in respect of such representations and (in either case) the Supplier shall have no liability in any circumstances otherwise than in accordance with the express terms of this licence.
10.2 11.2 The exclusions in clause 9.4 Clause 9.5 and clause Clause 10.1 shall apply to the fullest extent permissible at law, but the Supplier does not exclude liability for:for:
(a) death or personal injury caused by the negligence of the Supplier, its officers, employees, contractors or agents;
(b) fraud or fraudulent misrepresentation;
(c) breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
(d) any other liability which may not be excluded by law.
10.3 11.3 All dates supplied by the Supplier for the delivery of the Software or the provision of Services shall be treated as approximate only. The Supplier shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.
10.4 The Supplier warrants and represents that it has full authority 11.4 All references to license or sub-license “the Third-Party Software to Supplier” in this Clause 10 shall, for the Customer on the terms purposes of this licence.
10.5 The Customer shall comply with the Third-Party Licence clause and shall indemnify Clause 19 only, be treated as including all employees, subcontractors and hold suppliers of the Supplier harmless against any loss or damage or other costs which it may suffer or incur as a result and its Affiliates, all of whom shall have the benefit of the Customer's breach exclusions and limitations of such terms howsoever arisingliability set out in this clause, in accordance with Clause 19.
10.6 The Supplier may treat the Customer's breach of any Third-Party Licence as a breach of this licence.
Appears in 1 contract
Samples: Licence Agreement
Limits of Liability. 10.1 7.1 Except as expressly and specifically provided in this Agreement, the Licensee assumes sole responsibility for results obtained from the use of the Software by the Licensee, and for conclusions drawn from such use and any use or reliance on any outputs. SEER shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided by the Licensee in connection with access or use of the Software, and/or in connection with the provision of any Services, or any actions taken by SEER at the Licensee's direction.
7.2 Except as expressly stated in clause 10.2:7.3:
(a) the Supplier SEER shall not in any circumstances have any liability for any losses or damages which may be suffered by the Customer Licensee (or any person claiming under or through the CustomerLicensee), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
(i) special damage even if the Supplier SEER was aware of the circumstances in which such special damage could arise;
(ii) loss of profits;
(iii) loss of anticipated savings;
(iv) loss of business opportunity;
(v) loss of goodwill;
(vi) loss or corruption of data.;
(b) the total liability of the SupplierSEER, whether in contract, tort (including negligence) or otherwise and whether in connection with this licence agreement (including in connection with the provision of the Services) or any collateral contract, shall in no circumstances exceed a sum equal to either the Fee; and
sum paid by the Licensee for access to the Software in the 12-months (cor part thereof) prior to the Customer agrees thatliability arising or, in entering into this licencethe absence of the Licensee making any such payments, either it did not rely a sum equivalent to the licence fee that SEER would have charged based on any representations (whether written or oral) of any kind or of any person other that those expressly set out its standard commercial rates in this licence or (if it did rely on any representations, whether written or oral, not expressly set out in this licence) that it shall have no remedy in respect of such representations and (in either case) force at the Supplier shall have no liability in any circumstances otherwise than in accordance with the express terms of this licencetime.
10.2 7.3 The limitations and exclusions in under this clause 9.4 and clause 10.1 shall apply to the fullest extent permissible at law, but the Supplier does not exclude nothing in this agreement limits or excludes liability for:for:
(a) death or personal injury caused by the negligence of the SupplierSEER, its officers, employees, contractors or agents;
(b) fraud or fraudulent misrepresentation;
(c) breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
(dc) any other liability which may not be excluded by law.
10.3 All dates supplied by the Supplier for the delivery of the Software shall be treated as approximate only. The Supplier shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.
10.4 The Supplier warrants and represents that it has full authority to license or sub-license the Third-Party Software to the Customer on the terms of this licence.
10.5 The Customer shall comply with the Third-Party Licence and shall indemnify and hold the Supplier harmless against any loss or damage or other costs which it may suffer or incur as a result of the Customer's breach of such terms howsoever arising.
10.6 The Supplier may treat the Customer's breach of any Third-Party Licence as a breach of this licence.
Appears in 1 contract
Samples: End User License Agreement (Eula)
Limits of Liability. 10.1 4.1 Except as expressly stated in clause 10.2:4.2:-
(a) the Supplier Licensor shall not in any circumstances have any no liability for any losses or damages which may be suffered by the Customer Licensee (or any person claiming under or through the CustomerLicensee), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:categories:-
(i) special damage even if though the Supplier Licensor was aware of the circumstances in which such special damage could arise;
(ii) loss of profits;
(iii) loss of anticipated savings;
(iv) loss of business opportunity;
(v) loss of goodwill;
(vi) loss or corruption of data.;
(b) the total liability of the SupplierLicensor, whether in contract, tort (including negligence) or otherwise and whether in connection with this licence Licence Agreement or any collateral contract, shall in no circumstances exceed a sum equal to the Fee£100.00 ; and
(c) the Customer Licensee agrees that, in entering into this licenceLicence Agreement, either it did not rely on any representations (whether written or oral) of any kind or of any person other that than those expressly set out in this licence Licence Agreement or (if it did rely on any representations, whether written or oral, not expressly set out in this licenceLicence Agreement) that it shall have no remedy in respect of such representations and (in either case) the Supplier Licensor shall have no liability in any circumstances otherwise than in accordance with the express terms of this licenceLicence agreement.
10.2 4.2 The exclusions and limitations in clause 9.4 and clause 10.1 4.1 shall apply to the fullest extent permissible at by law, but the Supplier does Licensor and Licensee do not exclude liability for:for:-
(a) death or personal injury caused by the negligence of the Supplier, its officers, employees, contractors or agentsnegligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
(d) any other liability which may not be excluded by law.
10.3 4.3 All dates supplied by references to the Supplier “the Licensor” in this clause 4 shall, for the delivery purposes of the Software shall this clause and clauses
4.1 and 4.2 only, be treated as approximate only. The Supplier including all employees, subcontractors and suppliers of the Licensor and its Affiliates, all of whom shall not have the benefit of the exclusions and limitations of liability set out in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate datesthis clause.
10.4 The Supplier warrants 4.4 Clause 4.1, 4.2 and represents that it has full authority 4.3 above shall apply to license or sub-license any and all modifications provided by the Third-Party Software Licensee to the Customer on the terms of this licenceLicensor pursuant to Clause 3.4 above, but with references to “Licensor” being read as “Licensee” and references to “Licensee” being read as “Licensor”.
10.5 4.5 The Customer Licensee shall comply with the Third-Party Licence and shall indemnify and hold the Supplier harmless against any loss or damage or other costs which it may suffer or incur as a result be responsible for acquiring all necessary licences in respect of the Customer's breach Licensee’s use of such terms howsoever arisingthird party software.
10.6 The Supplier may treat the Customer's breach of any Third-Party Licence as a breach of this licence.
Appears in 1 contract
Samples: Licence Agreement
Limits of Liability. 10.1 9.1 Except as expressly stated in clause 10.2:9.2:
(a) the Supplier shall not in any circumstances have any liability for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
(i) special damage even if the Supplier was aware of the circumstances in which such special damage could arise;
(ii) loss of profits;
(iii) loss of anticipated savings;
(iv) loss of business opportunity;
(v) loss of goodwill;
(vi) loss or corruption of data.;
(vii) wasted expenditure, provided that this clause 9.1(a) shall not prevent claims for loss of or damage to the Customer’s tangible property that fall within the terms of clause 0 or any other claims for direct financial loss that are not excluded by any of categories (i) to (vi) inclusive of this clause 9.1(a);
(b) The Customer’s exclusive remedy and the total liability Supplier’s, (its Affiliates’ and/or licensors of the Supplier, foregoing) entire liability whether in contract, tort (including negligence) or otherwise other wise and whether in connection with this licence agreement or any collateral contractcontract under this agreement if any, shall in no circumstances exceed a sum equal for any claim(s) for specific identifiable and demonstrable damages relating to the FeeIR35 App made against them shall be limited to the aggregate amount of the charges paid by the Customer relative to the specific aspect of the IR35 App which is the basis of the claim(s) during the 3 month period preceding the event giving rise to such claim, provided in the first instance IR35 App have had the opportunity to remedy and correct the specific aspect causing the potential issue.
(c) None of the terms of this agreement shall operate to affect the statutory rights where this agreement is entered into as a consumer transaction; and
(cd) the Customer agrees that, in entering into this licenceagreement, either it did not rely on any representations (whether written or oral) of any kind or of any person other that than those expressly set out in this licence agreement or (if it did rely on any representations, whether written or oral, not expressly set out in this licenceagreement) that it shall have no remedy in respect of such representations and (in either case) the Supplier shall have no liability in any circumstances otherwise than in accordance with the express terms of this licenceagreement.
10.2 (e) The Supplier will have no liability whatsoever for any liability of the Customer to any third party which might arise.
(f) The Customer shall accept sole responsibility for, and the Supplier shall not be liable for the use of the Software by the Customer, or any User and the Customer shall hold the Supplier harmless and fully indemnified against any claims, costs, damages, loss and liabilities arising out of any such use.
(g) Except for claims relating to non-payment of the Charges or improper use of the Software, no claim regardless of form which in any way arises out of this agreement may be made, nor action based upon such claim brought, by either party to this agreement more than one year after the basis for the claim becomes known to the party desiring to assert it.
(h) Failures not caused by the Supplier
(i) malfunction of software not provided by the Supplier;
(ii) the malfunction of hardware;
(iii) the Customer’s negligence or fault in accurately recording the true relationship between the Customer and the PSC when completing the meeting and the CEST Tool;
(iv) the Customer’s failure to follow the instructions set forth in the Documentation;
(v) material changes in the operating environment not authorised by the Supplier; or
(vi) modifications to or changes in the Software not made or suggested by the Supplier.
9.2 The exclusions in clause 9.4 7.5 and clause 10.1 9.1 shall apply to the fullest extent permissible at law, but the Supplier does not exclude liability for:for:
(a) death or personal injury caused by the negligence of the Supplier, its officers, employees, contractors or agents;
(b) fraud or fraudulent misrepresentation;
(c) breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
(d) any other liability which may not be excluded by law.
10.3 9.3 All dates supplied by the Supplier for the delivery of the Software shall be treated as approximate only. The Supplier shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.
10.4 The Supplier warrants and represents that it has full authority 9.4 All references to license or sub-license “the Third-Party Software to Supplier” in this clause 9 shall, for the Customer on the terms purposes of this licence.
10.5 The Customer shall comply with the Third-Party Licence clause, be treated as including all employees, subcontractors and shall indemnify and hold suppliers of the Supplier harmless against any loss or damage or other costs which it may suffer or incur as a result and its Affiliates, all of whom shall have the benefit of the Customer's breach exclusions and limitations of such terms howsoever arisingliability set out in this clause.
10.6 The Supplier may treat the Customer's breach of any Third-Party Licence as a breach of this licence.
Appears in 1 contract
Samples: Software License Agreement
Limits of Liability. 10.1 Except as expressly stated 13.1 Nothing in this Agreement excludes or limits the liability of either party:
13.1.1 for death or personal injury caused by that party’s negligence;
13.1.2 for fraud or fraudulent misrepresentation; or
13.1.3 for any liability that is not permitted to be limited or excluded by law.
13.2 Subject to clause 10.2:
(a) the Supplier 13.1, Paninsight shall not in any circumstances have any liability be liable to the OEM (nor its Customers) whether in tort (including for negligence or breach of statutory duty howsoever arising), contract, misrepresentation (whether innocent or negligent) or otherwise for any losses loss of profits, loss of business, depletion of goodwill or damages which may be suffered by the Customer (similar losses, loss of anticipated savings, loss of agreement, loss of goods, loss or corruption of data or information, loss of use or any person claiming under special, indirect, consequential or through the Customer)pure economic loss, whether the same are suffered directly costs, damages, charges or indirectly or are immediate or consequentialexpenses.
13.3 Subject to clause 13.1, and whether the same arise Xxxxxxxxxx’s total liability in contract, tort (including negligence) without limitation negligence or otherwise howsoeverbreach of statutory duty howsoever arising), which fall within any misrepresentation (whether innocent or negligent), restitution or otherwise, arising out of the following categories:
(i) special damage even if the Supplier was aware of the circumstances in which such special damage could arise;
(ii) loss of profits;
(iii) loss of anticipated savings;
(iv) loss of business opportunity;
(v) loss of goodwill;
(vi) loss or corruption of data.
(b) the total liability of the Supplier, whether in contract, tort (including negligence) or otherwise and whether in connection with the performance or contemplated performance of this licence or Agreement shall be limited in any collateral contract, shall in no circumstances exceed a sum equal 12 month period to the Feelower of:
13.3.1 100% of the Licence Fees paid in the 12 months immediately preceding the date of the liability arising; andor
(c) the Customer 13.3.2 £100,000.
13.4 The OEM agrees that, in entering into this licenceAgreement, either it did not rely on any representations (whether written or oral) of any kind or of any person other that than those expressly set out in this licence Agreement or (if it did rely on any representations, whether written or oral, not expressly set out in this licenceAgreement) that it shall have no remedy in respect of such representations and (in either case) the Supplier Paninsight shall have no liability in any circumstances otherwise than in accordance with the express terms of this licenceAgreement.
10.2 The exclusions in clause 9.4 and clause 10.1 13.5 If Paninsight’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of the OEM, its Internal Users, its Customers (or the Customer Users), agents, subcontractors, consultants or employees then, without prejudice to any other right or remedy it may have, Paninsight shall apply be allowed an extension of time equal to the fullest extent permissible at law, but the Supplier does not exclude liability for:
(a) death or personal injury delay caused by the negligence of the Supplier, OEM and additional costs to perform its officers, employees, contractors or agents;
(b) fraud or fraudulent misrepresentation;
(c) breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
(d) any other liability which may not be excluded by lawobligations.
10.3 All dates supplied by the Supplier for the delivery of the Software shall be treated as approximate only. The Supplier shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.
10.4 The Supplier warrants and represents that it has full authority to license or sub-license the Third-Party Software to the Customer on the terms of this licence.
10.5 The Customer shall comply with the Third-Party Licence and shall indemnify and hold the Supplier harmless against any loss or damage or other costs which it may suffer or incur as a result of the Customer's breach of such terms howsoever arising.
10.6 The Supplier may treat the Customer's breach of any Third-Party Licence as a breach of this licence.
Appears in 1 contract
Samples: Services Agreement
Limits of Liability. 10.1 9.1 Except as expressly stated in clause 10.2:9.2:
(a) the Supplier shall not in any circumstances have any liability for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
(i) special damage even if the Supplier was aware of the circumstances in which such special damage could arise;
(ii) loss of profits;
(iii) loss of anticipated savings;
(iv) loss of business opportunity;
(v) loss of goodwill;
(vi) loss or corruption of data., provided that this clause 10.1(a) shall not prevent claims for loss of or damage to the Customer's tangible property that fall within the terms of clause 10.1(b) or any other claims for direct financial loss that are not excluded by any of categories (i) to (vi) inclusive of this clause 10.1(a)];
(b) the total liability of the Supplier, whether in contract, tort (including negligence) or otherwise and whether in connection with this licence or any collateral contract, shall in no circumstances exceed a sum equal to the Fee; and
(c) the Customer agrees that, in entering into this licence, either it did not rely on any representations (whether written or oral) of any kind or of any person other that than those expressly set out in this licence or (if it did rely on any representations, whether written or oral, not expressly set out in this licence) that it shall have no remedy in respect of such representations and (in either case) the Supplier shall have no liability in any circumstances otherwise than in accordance with the express terms of this licence.
10.2 9.2 The exclusions in clause 9.4 8.5 and clause 10.1 9.1 shall apply to the fullest extent permissible at law, but the Supplier does not exclude liability for:for:
(a) death or personal injury caused by the negligence of the Supplier, its officers, employees, contractors or agents;
(b) fraud or fraudulent misrepresentation;
(c) breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
(d) any other liability which may not be excluded by law.
10.3 9.3 All dates supplied by the Supplier for the delivery of the Software or the provision of any ancillary services shall be treated as approximate only. The Supplier shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.
10.4 The Supplier warrants and represents that it has full authority 9.4 All references to license or sub-license "the Third-Party Software to Supplier" in this clause 9 shall, for the Customer on the terms purposes of this licence.
10.5 The Customer shall comply with the Third-Party Licence clause and shall indemnify clause 18 only, be treated as including all employees, subcontractors and hold suppliers of the Supplier harmless against any loss or damage or other costs which it may suffer or incur as a result and its Affiliates, all of whom shall have the benefit of the Customer's breach exclusions and limitations of such terms howsoever arisingliability set out in this clause, in accordance with clause 18.
10.6 The Supplier may treat the Customer's breach of any Third-Party Licence as a breach of this licence.
Appears in 1 contract
Limits of Liability. 10.1 Except as expressly stated in clause 10.2:
(a) 16.2: the Supplier shall not in any circumstances have any liability for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
(i) : special damage even if the Supplier was aware of the circumstances in which such special damage could arise;
(ii) ; loss of profits;
(iii) ; loss of anticipated savings;
(iv) ; loss of business opportunity;
(v) ; loss of goodwill;
(vi) ; loss or corruption of data.
(b) . the total liability of the Supplier, whether in contract, tort (including negligence) or otherwise and whether in connection with this licence or any collateral contract, shall in no circumstances exceed a sum equal to one hundred (100) percent of the FeeFee payable by the Customer in the Contract Year; and
(c) and the Customer agrees that, in entering into this licence, either it did not rely on any representations (whether written or oral) of any kind or of any person other that than those expressly set out in this licence or (if it did rely on any representations, whether written or oral, not expressly set out in this licence) that it shall have no remedy in respect of such representations and (in either case) the Supplier shall have no liability in any circumstances otherwise than in accordance with the express terms of this licence.
10.2 . The exclusions in clause 9.4 15.4 and clause 10.1 16.1 shall apply to the fullest extent permissible at law, but the Supplier does not exclude liability for:
(a) for: death or personal injury caused by the negligence of the Supplier, its officers, employees, contractors or agents;
(b) ; fraud or fraudulent misrepresentation;
(c) breach of the obligations implied by section 12 of the Sale of Goods Act 1979 ; or section 2 of the Supply of Goods and Services Act 1982; or
(d) any other liability which may not be excluded by law.
10.3 . All dates supplied by the Supplier for the delivery of the Software or the provision of Services shall be treated as approximate onlyonly but shall be given to the Supplier’s best knowledge at any given time. The Supplier shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.
10.4 . All references to "the Supplier" in this clause 16 shall, for the purposes of this clause 16 and clause 28 only, be treated as including all employees, subcontractors and suppliers of the Supplier and its Affiliates, all of whom shall have the benefit of the exclusions and limitations of liability set out in this clause, in accordance with clause 28. The Supplier warrants Customer acknowledges that all Intellectual Property Rights in the Software and represents that it has full authority to license or sub-license the Third-Party Software any Maintenance Releases belong and shall belong to the and the Customer on shall have no rights in or to the Software other than the right to use it in accordance with the terms of this licence.
10.5 . The Customer shall is granted a non-exclusive, non-transferable and limited right to use the Software for the sole purpose and use for which for which it is intended. Both parties will comply with all applicable requirements of the Third-Party Licence Data Protection Legislation. This clause 18 is in addition to, and shall indemnify does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation. In this clause 18, Applicable Laws means (for so long as and hold to the extent that they apply to the Provider) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK. The parties recognise that under the Data Protection Legislation, the Customer acts as the Controller and the Supplier harmless against any loss or damage or other costs which it may suffer or incur serves as a result the Processor. The terms covering the scope, nature, purpose, and duration of the Customer's breach processing, along with the types of such terms howsoever arising.
10.6 The Supplier may treat the Customer's breach Personal Data and categories of any Third-Party Licence Data Subjects, are outlined separately and agreed upon as a breach part of this licenceunderstanding. Without prejudice to the generality of clause 18.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable the lawful transfer of the Personal Data to the Supplier and/or lawful collection of the Personal Data for the duration and purposes of this agreement.
Appears in 1 contract
Limits of Liability. 10.1 Except as expressly stated 11.1 Nothing in clause 10.2:
this Agreement will limit or exclude either Party’s liability for: (ai) the Supplier shall not in any circumstances have death or personal injury resulting from negligence or for fraud, fraudulent misstatement, or fraudulent misrepresentation and (ii) any liability for any losses or damages which may not be suffered by the Customer limited or excluded as a matter of law. Nothing in this Agreement will limit or exclude your liability for breach of your obligation to pay any undisputed fees.
11.2 Subject to Clause 11.1, neither Party shall be liable (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) ), strict liability, or otherwise howsoever, which fall within any of the following categories:
otherwise): (i) special damage even if the Supplier was aware for any loss arising from or in connection with loss of the circumstances in which such special damage could arise;
revenues, profits (whether direct or indirect), contracts or business, or failure to realize anticipated savings, loss of use or other economic advantage or (ii) loss for any indirect, special, incidental, exemplary, enhanced, punitive, or consequential losses or damages, suffered or incurred by the other Party in each case arising out of profits;
(iii) loss of anticipated savings;
(iv) loss of business opportunity;
(v) loss of goodwill;
(vi) loss or corruption of data.
(b) the total liability of the Supplier, whether in contract, tort (including negligence) or otherwise and whether in connection with this licence Agreement even if such Party knew of, had been advised of the possibility of, or foreseen such damages in advance.
11.3 Subject to Clause 11.1 and excluding any collateral liability pursuant to Clause 5.5 and Clause 12, neither Party’s aggregate liability in connection with any Order Form will exceed 100% of the amount actually paid by you under that Order Form in the 12-month period preceding the event giving rise to such liability, regardless of whether such liability is based in contract, shall in no circumstances exceed a sum equal to the Fee; and
(c) the Customer agrees thattort, in entering into this licencestrict liability, either it did not rely on any representations (whether written or oral) of any kind or of any person other that those expressly set out in this licence or (if it did rely on any representations, whether written or oral, not expressly set out in this licence) that it shall have no remedy in respect of such representations and (in either case) the Supplier shall have no liability in any circumstances otherwise than in accordance with the express terms of this licenceotherwise.
10.2 The exclusions in clause 9.4 11.4 Subject to Clause 11.1, Askia’s total aggregate liability for any and clause 10.1 all IP Claims under Clause 12 shall apply to the fullest extent permissible at law, but the Supplier does not exclude liability for:
(a) death or personal injury caused by the negligence of the Supplier, its officers, employees, contractors or agents;
(b) fraud or fraudulent misrepresentation;
(c) breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
(d) any other liability which may not be excluded by lawexceed £1 million.
10.3 11.5 All dates supplied by the Supplier Askia for the delivery of the Software Licensed Applications or the provision of Support Services shall be treated as approximate only. The Supplier Askia shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.
10.4 The Supplier warrants and represents that it has full authority to license or sub-license the Third-Party Software to the Customer on the terms of this licence.
10.5 The Customer shall comply with the Third-Party Licence and shall indemnify and hold the Supplier harmless against any loss or damage or other costs which it may suffer or incur as a result of the Customer's breach of such terms howsoever arising.
10.6 The Supplier may treat the Customer's breach of any Third-Party Licence as a breach of this licence.
Appears in 1 contract
Samples: Software License Agreement
Limits of Liability. 10.1 Except as expressly stated in clause 10.2:
(a) the Supplier Atlas shall not in any circumstances have any liability for any losses or damages which may be suffered by the Customer Licensee (or any person claiming under or through the CustomerLicensee), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the LEG-LD-004 Content Agreement LT GB IM 13/03/18 9 same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
(i) special damage even if the Supplier Licensee was aware of the circumstances in which such special damage could arise;
(ii) loss of profits;
(iii) loss of anticipated savings;
(iv) loss of business opportunity;
(v) loss of goodwill;
(vi) loss or corruption of data.
(b) the total liability of the SupplierAtlas, whether in contract, tort (including negligence) or otherwise and whether in connection with this licence or any collateral contractAgreement, shall in no circumstances exceed a the sum equal to the Fee; andFee paid during the twelve (12) months immediately preceding the date on which the claim arose.
(c) the Customer Licensee agrees that, in entering into this licenceAgreement, either it did not rely on any representations (whether written or oral) of any kind or of any person other that than those expressly set out in this licence Agreement or (if it did rely on any representations, whether written or oral, not expressly set out in this licenceAgreement) that it shall have no remedy in respect of such representations and (in either case) the Supplier Atlas shall have no liability in any circumstances otherwise than in accordance with the express terms of this licenceAgreement.
10.2 The exclusions in clause 9.4 and clause 10.1 shall apply to the fullest extent permissible at law, but the Supplier does not exclude liability for:
(a) death or personal injury caused by the negligence of the Supplier, its officers, employees, contractors or agents;
(b) fraud or fraudulent misrepresentation;
(c) breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
(d) any other liability which may not be excluded by law.
10.3 9.2 All dates supplied by the Supplier Atlas for the delivery of the Software shall be treated as approximate only. The Supplier Atlas shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.
10.4 The Supplier warrants and represents that it has full authority to license or sub. LEG-license the Third-Party Software to the Customer on the terms of this licence.
10.5 The Customer shall comply with the Third-Party Licence and shall indemnify and hold the Supplier harmless against any loss or damage or other costs which it may suffer or incur as a result of the Customer's breach of such terms howsoever arising.
10.6 The Supplier may treat the Customer's breach of any Third-Party Licence as a breach of this licence.LD-004 Content Agreement LT GB IM 13/03/18 10
Appears in 1 contract
Samples: Content Licence Agreement
Limits of Liability. 10.1 6.1 Except as expressly stated in clause 10.2:6.2:
(a) 6.1.1 the Supplier shall not in any circumstances have any liability for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
(ia) special damage even if the Supplier was aware of the circumstances in which such special damage could arise;
(iib) loss of profits;
(iiic) loss of anticipated savings;
(ivd) loss of business opportunity;
(ve) loss of goodwill;
(vif) loss or corruption of data.;
(bg) wasted expenditure, provided that this clause 6.1.1 shall not prevent claims for loss of or damage to the Customer's tangible property that fall within the terms of clause 6.1.2 or any other claims for direct financial loss that are not excluded by any of categories (a) to (f) inclusive of this clause 6.1.1;
6.1.2 the total liability of the Supplier, whether in contract, tort (including negligence) or otherwise and whether in connection with this licence agreement or any collateral contract, shall in no circumstances exceed a sum equal to the Fee; and
(c) 6.1.3 the Customer agrees that, in entering into this licenceagreement, either it did not rely on any representations (whether written or oral) of any kind or of any person other that than those expressly set out in this licence agreement or (if it did rely on any representations, whether written or oral, not expressly set out in this licenceagreement) that it shall have no remedy in respect of such representations and (in either case) the Supplier shall have no liability in any circumstances otherwise than in accordance with the express terms of this licenceagreement.
10.2 6.2 The exclusions in clause 9.4 5.5 and clause 10.1 6.1 shall apply to the fullest extent permissible at law, but the Supplier does not exclude liability for:for:
(a) 6.2.1 death or personal injury caused by the negligence of the Supplier, its officers, employees, contractors or agents;
(b) 6.2.2 fraud or fraudulent misrepresentation;
(c) 6.2.3 breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
(d) 6.2.4 any other liability which may not be excluded by law.
10.3 6.3 All dates supplied by the Supplier for the delivery of the Software or the provision of Services shall be treated as approximate only. The Supplier shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.
10.4 The Supplier warrants and represents that it has full authority 6.4 All references to license or sub-license "the Third-Party Software to Supplier" in this clause 6 shall, for the Customer on the terms purposes of this licence.
10.5 The Customer shall comply with the Third-Party Licence clause only, be treated as including all employees, subcontractors and shall indemnify and hold suppliers of the Supplier harmless against any loss or damage or other costs which it may suffer or incur as a result and its Affiliates, all of whom shall have the benefit of the Customer's breach exclusions and limitations of such terms howsoever arisingliability set out in this clause.
10.6 The Supplier may treat the Customer's breach of any Third-Party Licence as a breach of this licence.
Appears in 1 contract
Samples: Software License Agreement
Limits of Liability. 10.1 14.1 Except as expressly stated in clause 10.2:14.3:
(a) the Supplier 14.1.1 Modsec shall not in any circumstances have any liability for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
(ia) special damage damage, even if the Supplier though Modsec was aware of the circumstances in which such special damage could arise;
(iib) loss of profits;
(iiic) loss of anticipated savings;
(ivd) loss of business opportunity;
(ve) loss of or goodwill;; or
(vif) loss of, or damage to (including corruption of of), data.
(b) 14.2 the total liability of the SupplierModsec, whether in contract, tort (including negligence) or otherwise and whether in connection with this licence Agreement or any collateral contract, shall in no circumstances exceed a sum equal to 100% of the Fee; and
(c) Charges payable by the Customer agrees that, in entering into this licence, either it did not rely on any representations (whether written or oral) of any kind or of any person other that those expressly set out the Contract Year in which the liability arises.
14.3 Nothing in this licence Agreement shall exclude or (if it did rely on any representations, whether written or oral, not expressly set out in this licence) that it shall have no remedy in respect of such representations and (in either case) the Supplier shall have no limit Modsec’s liability in any circumstances otherwise than in accordance with the express terms of this licence.for:
10.2 The exclusions in clause 9.4 and clause 10.1 shall apply to the fullest extent permissible at law, but the Supplier does not exclude liability for:
(a) 14.3.1 death or personal injury caused by the negligence of the SupplierModsec, its officers, employees, contractors or agents; or
14.3.2 fraud or fraudulent misrepresentation.
14.4 The Customer acknowledges that:
14.4.1 it is exclusively responsible for:
(a) ensuring that the staff of the Customer are trained in the proper use and operation of the Software;
(b) fraud or fraudulent misrepresentation;making regular backup copies of its data to ensure recovery of its data if the Software malfunctions; and
(c) breach the selection, use of and results obtained from the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
(d) any other liability which may not be excluded by lawSoftware.
10.3 14.5 All dates and times supplied by the Supplier Modsec for the delivery provision of the Software Services shall be treated as approximate only. The Supplier Modsec shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.
10.4 The Supplier warrants and represents that it has full authority 14.6 All references to license or sub-license Modsec in this clause 14 shall, for the Third-Party Software to the Customer on the terms purposes of this licence.
10.5 The Customer clause only, be treated as including all employees, subcontractors and suppliers of Modsec and its Associates, all of whom shall comply with have the Third-Party Licence and shall indemnify and hold the Supplier harmless against any loss or damage or other costs which it may suffer or incur as a result benefit of the Customer's breach exclusions and limitations of such terms howsoever arisingliability set out in this clause.
10.6 The Supplier may treat the Customer's breach of any Third-Party Licence as a breach of this licence.
Appears in 1 contract
Samples: Support Agreement
Limits of Liability. 10.1 THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
13.1 Except as expressly stated in clause 10.2:13.2:
(a) the Supplier DSL shall not in any circumstances have any liability for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
(i) special damage even if the Supplier DSL was aware of the circumstances in which such special damage could arise;
(ii) loss of profits;
(iii) loss of anticipated savings;
(iv) loss of business opportunity;
(v) loss of goodwill;
(vi) loss or corruption of data., provided that this clause 13.1(a) shall not prevent claims for loss of or damage to the Customer's tangible property that fall within the terms of clause 13.1(b) or any other claims for direct financial loss that are not excluded by any of categories (i) to (vi) inclusive of this clause 13.1(a)];
(b) the total liability of the SupplierDSL, whether in contract, tort (including negligence) or otherwise and whether in connection with this licence Contract or any collateral contract, shall shall:
(i) during the warranty period referred to in clause 11.1(a), in no circumstances exceed a sum equal to the Feeaggregate of the payments set out in clause Error! Reference source not found. exclusive of VAT and any other appropriate taxes;
(ii) in relation to the Support Services, in no circumstances exceed a sum equal to the amount paid by the Customer exclusive of VAT and any other appropriate taxes for the Support Service in the year ended on the date the circumstances arose that gives rise to such claim; and
(iii) in relation to the Additional Services, in no circumstances exceed the amount paid by the Customer exclusive of VAT and any other appropriate taxes for the Additional Services
(c) the Customer agrees that, in entering into this licencethe Contract, either it did not rely on any representations (whether written or oral) of any kind or of any person other that than those expressly set out in this licence or (Agreement and if it did rely on any representations, whether written or oral, not expressly set out in this licence) Agreement that it shall have no remedy in respect of such representations and (in either case) the Supplier case DSL shall have no liability in any circumstances otherwise than in accordance with the express terms of this licence.
10.2 13.2 The exclusions in clause 9.4 11.4 and clause 10.1 13.1 shall apply to the fullest extent permissible at law, but the Supplier DSL does not exclude liability for:for:
(a) death or personal injury caused by the negligence of the SupplierDSL, its officers, employees, contractors or agents;
(b) fraud or fraudulent misrepresentation;
(c) breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
(d) any other liability which may not be excluded by law.
10.3 13.3 All dates supplied by the Supplier DSL for the delivery of the Software Software, the delivery of the Hardware or the performance of the Services shall be treated as approximate only. The Supplier DSL shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.
10.4 The Supplier warrants and represents that it has full authority 13.4 All references to license or sub-license "DSL" in this clause 12 shall, for the Third-Party Software to the Customer on the terms purposes of this licence.
10.5 The Customer clause and clause 21 only, be treated as including all employees, subcontractors and suppliers of DSL and its Affiliates, all of whom shall comply with have the Third-Party Licence and shall indemnify and hold the Supplier harmless against any loss or damage or other costs which it may suffer or incur as a result benefit of the Customer's breach exclusions and limitations of such terms howsoever arisingliability set out in this clause, in accordance with clause 21.
10.6 The Supplier may treat the Customer's breach of any Third-Party Licence as a breach of this licence.
Appears in 1 contract
Limits of Liability. 10.1 Except as expressly stated in clause 10.2:10.2:
(a) the Supplier shall not in any circumstances have any liability for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
(i) special damage even if the Supplier was aware of the circumstances in which such special damage could arise;
(ii) loss of profits;
(iii) loss of anticipated savings;
(iv) loss of business opportunity;
(v) loss of goodwill;
(vi) loss or corruption of data.;
(b) the total liability of the Supplier, whether in contract, tort (including negligence) or otherwise and whether in connection with this licence Agreement or any collateral contract, shall in no circumstances exceed a sum equal to the Fee; and
lesser in value of (ci) the Customer agrees that, in entering into Fees paid or payable under this licence, either it did not rely on any representations (whether written or oral) of any kind or of any person other that those expressly set out in this licence Agreement or (if it did rely on any representations, whether written or oral, not expressly set out in this licenceii) that it shall have no remedy in respect of such representations and (in either case) Fees paid under the Supplier shall have no liability in any circumstances otherwise than in accordance with specific Software Licence Schedule to which the express terms of this licenceloss relates.
10.2 The exclusions in clause 9.4 clauses 9.6 and clause 10.1 shall apply to the fullest extent permissible at law, but the Supplier does not exclude liability for:for:
(a) death or personal injury caused by the negligence of the Supplier, its officers, employees, contractors or agents;
(b) fraud or fraudulent misrepresentation;
(c) breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
(d) any other liability which may not be excluded by law.
10.3 All Any dates supplied by the Supplier for the delivery of the Software shall be treated as approximate only. The Supplier shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.
10.4 The Supplier warrants and represents that it has full authority All references to license or sub-license "the Third-Party Software to Supplier" in this clause 10 shall, for the Customer on the terms purposes of this licence.
10.5 The Customer shall comply with the Third-Party Licence clause and shall indemnify clause 20 only, be treated as including all employees, subcontractors and hold suppliers of the Supplier harmless against any loss or damage or other costs which it may suffer or incur as a result and its Affiliates, all of whom shall have the benefit of the Customer's breach exclusions and limitations of such terms howsoever arisingliability set out in this clause, in accordance with clause 20.
10.6 The Supplier may treat the Customer's breach of any Third-Party Licence as a breach of this licence.
Appears in 1 contract
Samples: Software License Agreement
Limits of Liability. 10.1 Except as expressly stated in clause 10.2:9.1. comForte s Terms and Conditions Page 1 of 2 Version 11.07.2014
(a) The Licensor shall only be liable for wilful misconduct (German legal term
b) In case of slight negligence, the Supplier Licensor shall not in only be liable for breach of material obligations (Germa Licensor shall be limited to the typically foreseeable losses or damages which may be suffered by the Customer (or any circumstances person claiming under or through the Customer). In the latter case, the Licensor shall have any no liability for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence but not gross negligence) or otherwise howsoever, which fall within any of the following categories:
(i) typically unforeseeable, special damage even if though the Supplier Licensor was aware of the circumstances in which such special damage could arise;
(ii) loss of profits;
(iii) loss of anticipated savings;
(iv) loss of business opportunity;
(v) loss of goodwill;
(vi) loss or corruption of data.
(b) . Except as expressly stated in 10.2, the total liability of the SupplierLicensor (including the liability for defective or delayed delivery of the Software), whether in contract, tort (including negligence) or otherwise and whether in connection with this licence Agreement or any collateral contractcontract (such as the SLA), shall in no circumstances exceed a sum equal to the Fee; andLicence Fees paid in the 12 months preceding the month in which the liability arose for the Software affected.
(c) the The Customer agrees that, in entering into this licenceAgreement, either it did not rely on any representations (whether written or oral) of any kind or of any person other that those expressly set out in this licence or (if it did rely on any representations, whether written or oral, not expressly set out in this licence) that it shall have no remedy in respect of such representations and (in either case) the Supplier shall have no liability in any circumstances otherwise than in accordance with the express terms of this licenceAgreement.
10.2 The exclusions in clause 9.4 and clause 10.1 shall apply to the fullest extent permissible at law, but the Supplier does not exclude liability for:
(a) death or personal injury caused by the negligence of the Supplier, its officers, employees, contractors or agents;
(b) fraud or fraudulent misrepresentation;
(c) breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
(d) any other liability which may not be excluded by law.
10.3 All dates supplied by the Supplier for the delivery of the Software shall be treated as approximate only. The Supplier shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.
10.4 The Supplier warrants and represents that it has full authority to license or sub-license the Third-Party Software to the Customer on the terms of this licence.
10.5 The Customer shall comply with the Third-Party Licence and shall indemnify and hold the Supplier harmless against any loss or damage or other costs which it may suffer or incur as a result of the Customer's breach of such terms howsoever arising.
10.6 The Supplier may treat the Customer's breach of any Third-Party Licence as a breach of this licence.
Appears in 1 contract
Samples: License Agreement
Limits of Liability. 10.1 Except as expressly stated in clause 10.2:The exclusions in clause 8.4 and clause 10.1 shall apply to the fullest extent permissible at law, but the Supplier does not exclude liability for::
(a) the Supplier shall not in any circumstances have any liability for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
(i) special damage even if the Supplier was aware of the circumstances in which such special damage could arise;
(ii) loss of profits;
(iii) loss of anticipated savings;
(iv) loss of business opportunity;
(v) loss of goodwill;
(vi) loss or corruption of data., provided that this clause the Supplier shall not in any circumstances have any liability for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories: shall not prevent claims for loss of or damage to the Customer's tangible property that fall within the terms of clause the total liability of the Supplier, whether in contract, tort (including negligence) or otherwise and whether in connection with this licence or any collateral contract, shall in no circumstances exceed a sum equal to the Fee; and or any other claims for direct financial loss that are not excluded by any of categories (i) to (vi) inclusive of this clause the Supplier shall not in any circumstances have any liability for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:;
(b) the total liability of the Supplier, whether in contract, tort (including negligence) or otherwise and whether in connection with this licence or any collateral contract, shall in no circumstances exceed a sum equal to the Fee; and
(c) the Customer agrees that, in entering into this licence, either it did not rely on any representations (whether written or oral) of any kind or of any person other that those expressly set out in this licence or (if it did rely on any representations, whether written or oral, not expressly set out in this licence) that it shall have no remedy in respect of such representations and (in either case) the Supplier shall have no liability in any circumstances otherwise than in accordance with the express terms of this licence.
10.2 The exclusions in clause 9.4 8.4 and clause Except as expressly stated in clause The exclusions in clause 8.4 and clause 10.1 shall apply to the fullest extent permissible at law, but the Supplier does not exclude liability for:for:: shall apply to the fullest extent permissible at law, but the Supplier does not exclude liability for:
(a) death or personal injury caused by the negligence of the Supplier, its officers, employees, contractors or agents;
(b) fraud or fraudulent misrepresentation;
(c) breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
(d) any other liability which may not be excluded by law.
10.3 All dates supplied by the Supplier for the delivery of the Software or the provision of Services shall be treated as approximate only. The Supplier shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.
10.4 All references to "the Supplier" in this clause 9 shall, for the purposes of this clause and clause 18 only, be treated as including all employees, subcontractors and suppliers of the Supplier and its Affiliates, all of whom shall have the benefit of the exclusions and limitations of liability set out in this clause, in accordance with clause 18.
10.5 The Supplier warrants and represents that it has full authority to license or sub-license the Third-Third- Party Software to the Customer on the terms of this licence.
10.5 10.6 The Customer shall comply with the Third-Party Licence Licences and shall indemnify and hold the Supplier harmless against any loss or damage or other costs which it may suffer or incur as a result of the Customer's breach of such terms howsoever arising.
10.6 10.7 The Supplier may treat the Customer's breach of any Third-Party Licence as a breach of this licence.
Appears in 1 contract
Samples: Licensing Agreement
Limits of Liability. 10.1 9.1. Except as expressly stated in clause 10.2:9.2:
(a) the Supplier HCI shall not in any circumstances have any liability for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
(i) special damage even if the Supplier HCI was aware of the circumstances in which such special damage could arise;
(ii) loss of profits;
(iii) loss of anticipated savings;
(iv) loss of business opportunity;
(v) loss of goodwill;
(vi) loss or corruption of data., provided that this clause 9.1(a) shall not prevent claims for loss of or damage to the Customer's tangible property that fall within the terms of clause 9.1(b) or any other claims for direct financial loss that are not excluded by any of categories (i) to (vi) inclusive of this clause 9.1(a);
(b) the total liability of the SupplierHCI, whether in contract, tort (including negligence) or otherwise and whether in connection with this licence or any collateral contract, shall in no circumstances exceed a sum equal to the Fee; and
(c) the Customer agrees that, in entering into this licence, either it did not rely on any representations (whether written or oral) of any kind or of any person other that than those expressly set out in this licence or (if it did rely on any representations, whether written or oral, not expressly set out in this licence) that it shall have no remedy in respect of such representations and (in either case) the Supplier HCI shall have no liability in any circumstances otherwise than in accordance with the express terms of this licence.
10.2 9.2. The exclusions in clause 9.4 7.4 and clause 10.1 9.1 shall apply to the fullest extent permissible at law, but the Supplier HCI does not exclude liability for:for:
(a) death or personal injury caused by the negligence of the SupplierHCI, its officers, employees, contractors or agents;
(b) fraud or fraudulent misrepresentation;
(c) breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
(d) any other liability which may not be excluded by law.
10.3 9.3. All dates supplied by the Supplier HCI for the delivery of the Software shall be treated as approximate only. The Supplier HCI shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.
10.4 The Supplier warrants and represents that it has full authority 9.4. All references to license or sub-license "HCI" in this clause 9 shall, for the Third-Party Software to the Customer on the terms purposes of this licence.
10.5 The Customer clause and clause 18 only, be treated as including all employees, subcontractors and suppliers of HCI and its Affiliates, all of whom shall comply with have the Third-Party Licence and shall indemnify and hold the Supplier harmless against any loss or damage or other costs which it may suffer or incur as a result benefit of the Customer's breach exclusions and limitations of such terms howsoever arisingliability set out in this clause, in accordance with clause 18.
10.6 The Supplier may treat the Customer's breach of any Third-Party Licence as a breach of this licence.
Appears in 1 contract
Samples: Software License Agreement
Limits of Liability. 10.1 Except as expressly stated in clause 10.2:10.2:
(a) the Supplier 10.1.1 Chirp shall not in any circumstances have any liability for any losses or damages which may be suffered by the Customer End User (or any person claiming under or through the CustomerEnd User), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
(i) 10.1.2 special damage even if the Supplier Chirp was aware of the circumstances in which such special damage could arise;
(ii) 10.1.3 loss of profits;
(iii) 10.1.4 loss of anticipated savings;
(iv) 10.1.5 loss of business opportunity;
(v) 10.1.6 loss of goodwill;
(vi) 10.1.7 loss or corruption of data., provided that this clause 10.1.1 shall not prevent claims for loss of or damage to End User's tangible property that fall within the terms of clause 10.1.2 or any other claims for direct financial loss that are not excluded by any of categories (i) to (vi) inclusive of this clause 10.1.1;
(b) 10.1.8 the total liability of the SupplierChirp, whether in contract, tort (including negligence) or otherwise and whether in connection with this licence or any collateral contract, shall in no circumstances exceed a sum equal to the Fee£1,000; and
(c) the Customer 10.1.9 End User agrees that, in entering into this licence, either it did not rely on any representations (whether written or oral) of any kind or of any person other that than those expressly set out in this licence or (if it did rely on any representations, whether written or oral, not expressly set out in this licence) that it shall have no remedy in respect of such representations and (in either case) the Supplier Chirp shall have no liability in any circumstances otherwise than in accordance with the express terms of this licence.
10.2 The exclusions in clause 9.4 9.3 and clause 10.1 shall apply to the fullest extent permissible at law, but the Supplier Chirp does not exclude liability for:for:
(a) 10.2.1 death or personal injury caused by the negligence of the SupplierChirp, its officers, employees, contractors or agents;
(b) 10.2.2 fraud or fraudulent misrepresentation;
(c) 10.2.3 breach of the obligations implied by section 12 of the Sale of Goods Act 1979 Xxx 0000 or section 2 of the Supply of Goods and Services Act 1982Xxx 0000; or
(d) 10.2.4 any other liability which may not be excluded by law.
10.3 All dates supplied by the Supplier Chirp for the delivery of the Software shall be treated as approximate only. The Supplier Chirp shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.
10.4 The Supplier warrants and represents that it has full authority All references to license or sub-license "Chirp" in this clause 10 shall, for the Third-Party Software to the Customer on the terms purposes of this licence.
10.5 The Customer clause and clause 18 only, be treated as including all employees, subcontractors and suppliers of Chirp and its Affiliates, all of whom shall comply with have the Third-Party Licence and shall indemnify and hold the Supplier harmless against any loss or damage or other costs which it may suffer or incur as a result benefit of the Customer's breach exclusions and limitations of such terms howsoever arisingliability set out in this clause, in accordance with clause 18.
10.6 The Supplier may treat the Customer's breach of any Third-Party Licence as a breach of this licence.
Appears in 1 contract
Samples: Software Fair Use Licence Agreement
Limits of Liability. 10.1 9.1 Except as expressly stated in clause 10.2:Clause 9.2:
(a) the Supplier shall not in any circumstances have any liability for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
(i) special damage even if the Supplier was aware of the circumstances in which such special damage could arise;
(ii) loss of profits;
(iii) loss of anticipated savings;
(iv) loss of business opportunity;
(v) loss of goodwill;
(vi) loss or corruption of data.,
(b) the total liability of the Supplier, whether in contract, tort (including negligence) or otherwise and whether in connection with this licence or any collateral contract, shall in no circumstances exceed a sum equal to the Fee; and
(c) the Customer agrees that, in entering into this licence, either it did not rely on any representations (whether written or oral) of any kind or of any person other that than those expressly set out in this licence or (if it did rely on any representations, whether written or oral, not expressly set out in this licence) that it shall have no remedy in respect of such representations and (in either case) the Supplier shall have no liability in any circumstances otherwise than in accordance with the express terms of this licence.
10.2 9.2 The exclusions in clause 9.4 and clause 10.1 contained in this agreement shall apply to the fullest extent permissible at law, but the Supplier does not exclude liability for:for:
(a) death or personal injury caused by the negligence of the Supplier, its officers, employees, contractors or agents;
(b) fraud or fraudulent misrepresentation;
(c) breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982law; or
(d) any other liability which may not be excluded by law.
10.3 9.3 All dates supplied by the Supplier for the delivery of the Software shall be treated as approximate only. The Supplier shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.
10.4 The Supplier warrants and represents that it has full authority to license or sub-license the Third-Party Software 9.4 All references to the Customer on “Supplier” in this Clause 9 shall, for the terms purposes of this licence.
10.5 The Customer shall comply with the Third-Party Licence clause and shall indemnify Clause 18 only, be treated as including all employees, subcontractors and hold suppliers of the Supplier harmless against any loss or damage or other costs which it may suffer or incur as a result and its Affiliates, all of whom shall have the benefit of the Customer's breach exclusions and limitations of such terms howsoever arisingliability set out in this clause, in accordance with Clause 18.
10.6 The Supplier may treat the Customer's breach of any Third-Party Licence as a breach of this licence.
Appears in 1 contract
Samples: Software License Agreement
Limits of Liability. 10.1 8.1 You acknowledge that the Software has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Software meet your requirements. The Supplier only supplies the Software for internal use by your business, and you agree not to use the Software for any re-sale purposes. Except as expressly stated in clause 10.2:8.2:
(a) 8.1.1 the Supplier shall not in any circumstances have any liability for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any howsoever arising out of the following categories:
(i) special damage Customer's use of or inability to use the Software, even if the Supplier was aware has been advised of the circumstances in which possibility of such special damage could arisedamages;
(ii) loss of profits;
(iii) loss of anticipated savings;
(iv) loss of business opportunity;
(v) loss of goodwill;
(vi) loss or corruption of data.
(b) the total liability of the Supplier, whether in contract, tort (including negligence) or otherwise and whether in connection with this licence or any collateral contract, shall in no circumstances exceed a sum equal to the Fee; and
(c) 8.1.2 the Customer agrees that, in entering into this licence, either it did not rely on any representations (whether written or oral) of any kind or of any person other that than those expressly set out in this licence or (if it did rely on any representations, whether written or oral, not expressly set out in this licence) that it shall have no remedy in respect of such representations and (in either case) the Supplier shall have no liability in any circumstances otherwise than in accordance with the express terms of this licencecircumstances.
10.2 8.2 The exclusions in clause 9.4 7.3 and clause 10.1 8.1 shall apply to the fullest extent permissible at law, but the Supplier does not exclude liability for:for:
(a) 8.2.1 death or personal injury caused by the negligence of the Supplier, its officers, employees, contractors or agents;
(b) 8.2.2 fraud or fraudulent misrepresentation;
(c) 8.2.3 breach of the obligations implied by section 12 of the Sale of Goods Act 1979 Xxx 0000 or section 2 of the Supply of Goods and Services Act 1982Xxx 0000; or
(d) 8.2.4 any other liability which may not be excluded by law.
10.3 8.3 All dates supplied by the Supplier for the delivery of the Software shall be treated as approximate only. The Supplier shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.
10.4 The Supplier warrants and represents that it has full authority 8.4 All references to license or sub-license "the Third-Party Software to Supplier" in this clause 8 shall, for the Customer on the terms purposes of this licence.
10.5 The Customer shall comply with the Third-Party Licence clause and shall indemnify clause 17 only, be treated as including all employees, subcontractors and hold suppliers of the Supplier harmless against any loss or damage or other costs which it may suffer or incur as a result and its Affiliates, all of whom shall have the benefit of the Customer's breach exclusions and limitations of such terms howsoever arisingliability set out in this clause, in accordance with clause 17.
10.6 The Supplier may treat the Customer's breach of any Third-Party Licence as a breach of this licence.
Appears in 1 contract
Samples: Software License Agreement
Limits of Liability. 10.1 7.1 Except as expressly stated in clause 10.2:7.2:
(a) the Supplier 7.1.1 Orovia shall not in any circumstances circumstance have any liability for any losses loss or damages damage which may be suffered by the Customer (or any person claiming under or through the Customer)) arising under or in connection with this Agreement, whether the same are is suffered directly or indirectly or are is immediate or consequential, and whether the same arise arises in contract, tort (including negligence) ), breach of statutory duty or otherwise howsoeverotherwise, which fall falls within any of the following categories:
(ia) special damage even if the Supplier Xxxxxx was aware of the circumstances in which such special damage could arise;
(iib) loss of profitsprofit;
(iiic) loss of anticipated savings;
(ivd) loss of business opportunity;
(ve) loss of goodwill;
(vif) loss or corruption of data.pure economic loss;
(bg) the loss, corruption, destruction or failure to store any data (including but not limited to Customer Data);
(h) any indirect or consequential loss, costs, damages, charges or expenses (including but not limited to lost time of employees, consultants or directors),
(a) to 7.1.1(h) above; and
7.1.2 Orovia’s total liability of the Supplier, whether in contract, tort (including negligence) ), breach of statutory duty, misrepresentation, debt or otherwise and whether otherwise, arising in connection with the performance or contemplated performance of this licence Agreement or any collateral contract, shall in no circumstances exceed a sum equal to 120% of the Fee; and
(c) Charges paid or payable by the Customer agrees thatin the 12 month period immediately preceding the date on which the claim arose or, in entering into this licence, either it did not rely on if the claim arose during any representations (whether written or oral) of any kind or of any person other that those expressly set out in this licence or (if it did rely on any representations, whether written or oral, not expressly set out in this licence) that it shall have no remedy in respect of such representations and (in either case) period before 12 months had elapsed from the Supplier shall have no liability in any circumstances otherwise than in accordance with the express terms commencement of this licenceAgreement, during that shorter period.
10.2 7.2 The exclusions in clause 9.4 6.8 (Warranties) and clause 10.1 7.1 shall apply to the fullest extent permissible at law, but the Supplier does not provided that nothing in this Agreement shall limit or exclude either party’s liability for:for:
(a) 7.2.1 death or personal injury caused by that party’s negligence or the negligence of the Supplier, its that party’s officers, employees, contractors or agents;
(b) 7.2.2 fraud or fraudulent misrepresentation;
(c) 7.2.3 breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
(d) 7.2.4 any other liability which may not be excluded by law.
10.3 7.3 All dates supplied by the Supplier Orovia for the delivery supply of the Software and the provision of the Services shall be treated as approximate only. The Supplier Provided that Orovia has demonstrated to the Customer’s reasonable satisfaction that Orovia has taken reasonable steps to avoid the same occurring, Orovia shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.
10.4 The Supplier warrants and represents that it has full authority to license 7.4 Orovia shall not be liable for any failure or sub-license delay in performing the Third-Party Software to Services where the Customer on the terms of this licence.
10.5 The Customer shall comply with the Third-Party Licence and shall indemnify and hold the Supplier harmless against any loss failure or damage or other costs which it may suffer or incur delay arises as a result of or in connection with:
7.4.1 the Customer failing to comply with any of its obligations in this Agreement; or
7.4.2 any other act or omission of the Customer's , including but not limited to any breach by the Customer of such terms howsoever arisingany part of this Agreement.
10.6 7.5 The Supplier may treat Customer acknowledges and agrees that the Software has not been developed to meet the individual requirements of the Customer or any User, and that it is the Customer's breach ’s responsibility to ensure that the Software meets the requirement of any Third-Party Licence as a breach of this licencethe Customer and the Users.
Appears in 1 contract
Samples: Software as a Service (Saas) Subscription Agreement
