Warranties, Indemnities and Liability. (a) The Supplier warrants that it has the right to grant the Licence to the Customer.
(b) Subject to subclause (c), the Supplier shall indemnify and hold harmless the Customer against any claim made against the Customer by a third party alleging that the Software infringes the copyright of that third party.
(c) The Supplier shall not be liable to the Customer under subclause (a) or (b) if:
(i) the Customer does not notify the Supplier of the other person's claim or of infringement of copyright within seven days after becoming aware of the claim;
(ii) the Supplier's ability to defend the claim has been prejudiced by the Customer's non- compliance with any of its obligations under this Agreement;
(iii) the Customer does not give the Supplier reasonable assistance in defending the claim;
(iv) the claim has arisen because of the use of the Software in combination with equipment, materials or computer programs not supplied or approved by the Supplier; or
(v) the Customer does not permit the Supplier to have control of the defence of the claim and all related settlement negotiations: or
(vi) the alleged infringement arises from (A) Customer data, (B) modification of the Supplier Materials other than by or on behalf of Supplier or with the Supplier’s written approval in accordance with the Supplier’s written specification, or (C) failure to timely implement any New Releases, Updates, modifications, upgrades, replacements, or enhancements made available to the Customer by or on behalf of the Supplier.
(d) Except in relation to liability for personal injury (including sickness and death), property damage or an infringement of confidentiality or Intellectual Property Rights, the liability of the Supplier in damages (including special, indirect or consequential damages, which damages will be deemed to include loss or revenue, loss or profit and opportunity loss) in respect of any act or omission of the Supplier in connection with its obligations under this Agreement will not exceed the amount (if any) specified in the Schedule, even if the Supplier has been advised by the Customer as to the possibility of such losses being incurred.
(e) In respect of any claim between the parties under or in connection with this Agreement, the parties agree that to the maximum extent permitted by law, the operation of Part 4AA of the Wrongs Act 1958 (Vic) or of any laws having a similar effect in the Commonwealth and other states and territories of Australia with respect to proportio...
Warranties, Indemnities and Liability. 5.1) Alliantist warrants that the Platform shall perform substantially in accordance with the specifications set out in the Order Form, Help Documentation and reflect the features and services expressed from the xxx website.
5.2) Customer hereby acknowledges and agrees that Alliantist (including officers, associates, resellers, referrers, agents and directors of Alliantist) has not made or granted any express warranties concerning the Services except for the warranty in section 5.1 above. Customer is not authorised to (and shall not) create any warranty obligations on behalf of Alliantist with its Partners or Partner Users.
5.3) Except with respect to Alliantist’s express obligations under this Agreement to confidentiality, its breach of applicable Data Protection laws, and the liability that it does assume under sections 5.8 and 5.11, to the maximum extent permitted by applicable law, Alliantist shall have no liability whatsoever to anyone for any claim, loss or damage of any kind whatsoever in relation to any Data or any use to which it is put.
5.4) The warranties set forth in section 5 above are limited to xxx and do not apply to any third-party software or technology. Excepting the warranty set forth in section 5.1, Alliantist hereby disclaims and Customer hereby waives all warranties, express or implied, including but not limited to all implied warranties of fitness for a particular purpose (even where disclosed by the Customer), all implied warranties of merchantability and all implied warranties arising by usage of trade, course of dealing or course of performance. Any xxx Policies, Help Documentation, Virtual Coach or data provided by Alliantist is provided “AS IS” without warranty of any kind. Alliantist does not guarantee or warrant the accuracy, completeness or usefulness of the data, nor the merchantability or fitness for any particular purpose. Alliantist does not make any warranty and Customer hereby waives any and all warranties as to the results obtained from xxx or as to the accuracy or reliability of the data. Alliantist shall not be liable under any circumstances for harm or damages resulting from or arising out of Customer’s inability to use xxx or to access xxx.
5.5) Customer hereby acknowledges and agrees that access to the Services may be affected by local network telecommunications activity; government networks, electronic mail failure, capacity and compatibility with third party communication equipment, communication software, web ...
Warranties, Indemnities and Liability. 5.1. Alliantist warrants that the Platform shall perform substantially in accordance with the specifications set out in the proposal, Help Documentation and reflect the features and services expressed from the xxx website.
5.2. Customer hereby acknowledges and agrees that access to the Services may be affected by local network telecommunications activity; government networks, electronic mail failure, capacity and compatibility with third party communication equipment, communication software, web browsers and internet (or intranet) enabled software. Alliantist hereby disclaims and Customer hereby waives any and all Alliantist responsibility for any failures in connection with local market network telecommunication activity, government networks, electronic mail failure, capacity and compatibility with third party communication equipment, communication software, web browsers and internet (or intranet) enabled software.
5.3. Alliantist shall not be liable for any failure to perform its obligations under this Agreement because of circumstances beyond its control which such circumstances shall include (without limitation) natural disaster (including widespread infectious disease, including epidemics and pandemics), terrorism, labour disputes, war, declarations of governments, transportation delays, telecommunications failure and misuse of the Services by Customer.
5.4. Alliantist agrees, subject to the limit of its insurance cover to indemnify Customer against all claims, demands, suits, liabilities, costs, expenses (including reasonably incurred legal fees), damages and losses suffered or incurred by Customer arising out of a third-party claim against Customer in respect of infringement of a third party’s intellectual property rights arising out of Customer’s use of xxx. This indemnity shall not apply to the extent that a claim under it results from Customer’s negligence, wilful misconduct, or modification from the specification. It is subject to Customer immediately notifying Alliantist of any claim and in any event within 3 months; Customer not admitting any fault or making any offer to settle and Alliantist having sole control of the claim with reasonable assistance as required from the Customer. If Customer is prevented from using the Platform thereafter Alliantist will at its sole discretion and cost either: source the rights to continue use; replace the disputed intellectual property and modify xxx such that the purpose is still served; or terminate the A...
Warranties, Indemnities and Liability. 9.1. Rightsholder warrants to GoMusic that:
a) it has full right, power and authority to enter into this Agreement;
b) it has and will maintain all the rights, licences, permits, approvals and clearance of third party rights, including from any Other Rightsholder(s), as are necessary to perform its obligations and grant the relevant rights under this Agreement, including in relation to the provision, licence and exploitation of the Asset(s), Additional Content or any other materials, assets or rights it provides, and the sale of the related Digital Tokens;
c) the Asset(s), Additional Content or any other materials, assets or rights it provides will not infringe the intellectual property rights or any other right of any third party, including all relevant image rights, publicity, privacy, personality rights, moral rights and the relevant rights, nor are libellous, defamatory, obscene or indecent;
d) the description of the Asset(s) including in the Additional Content or any other materials, assets or information it provides will be an honest and accurate description and fair and truthful representation of the Asset(s) and the related Digital Token.
9.2. Rightsholder will, except to the extent caused by GoMusic’s breach of this Agreement, indemnify GoMusic against third party claims, actions, suits, proceedings, actions or liabilities, or any losses, penalties, demands, sanctions, fines, charges, and expenses (including reasonable external legal fees) brought against, suffered or incurred by GoMusic as a result of:
a) use by GoMusic of the Asset(s) and/or the Additional Content or any other materials, assets or rights provided in accordance with the terms of this Agreement;
b) any other third party claim brought against GoMusic or a Third Party Marketplace related to the acts or omissions of Rightsholder, and/or relating to the use and exploitation of the Digital Token, Asset(s) and/or Additional Content or any other materials, assets or rights; and/or
c) any claims brought or payments due to any Other Rightsholder(s), in relation to any actions or activities enabled under this Agreement.
Warranties, Indemnities and Liability. 6.1 The Client represents, undertakes and warrants that it is and will remain to be the holder of any and all Intellectual Property Rights, consents, licences and other rights needed to display the Client Content on the Website and lawfully grant the licences granted in these Terms and Conditions, and that Press Loft's actions under those licences will not infringe upon any law, regulation, other agreement or third party's Intellectual Property Right or other right and that the Client Content does not infringe any legislation or regulations of the Commonwealth of Australia and the State of New South Wales including, but not limited to, the Competition and Consumer Act, 2010 (Cth) and the Fair Trading Act 1987 (NSW) and equivalent state and territory legislation and any other parliament competent to legislate in relation to the Website or any law in any country where the Client Content is or will be available electronically to users of this Website.
6.2 The Client shall at any time, at Press Loft's first request, provide written proof of the rights and/or licences specified in Clause 6.1.
6.3 Client shall indemnify and keep Press Loft indemnified against any Liabilities incurred directly or indirectly related to or resulting from: (i) the Client Content, (ii) the use by Press Loft of the Client Content, the Client's trade name(s) and trade marks used in accordance with these Terms and Conditions, (iii) a breach of any of the Client's obligations in these Terms and Conditions (including the obligation to keep Client Content accurate and up to date).
6.4 Notwithstanding any other Clause in these Terms and Conditions, neither Press Loft nor the Client excludes any liability for death, personal injury or fraud (including fraudulent misrepresentation).
6.5 Press Loft shall not be liable for (i) any loss of or damage caused to the Client as a result of the Client Content; (ii) any loss or damage resulting from inaccuracy or insufficient quality of the Client Content; (iii) any indirect or consequential loss or damage resulting from a failure by Press Loft to provide or fully provide or timely provide the Services; and (iv) any indirect or consequential loss or damage caused by use of Client Content by Registered Users.
6.6 Any liability of Press Loft shall be limited to the amount paid by Client in consideration of the Services provided by Press Loft in the calendar year of the event giving rise to Client's claim.
6.7 Press Loft cannot guarantee a photo credit in...
Warranties, Indemnities and Liability. 6.1 The Client represents, undertakes and warrants that it is and will remain to be the holder of any and all Intellectual Property Rights, consents, licences and other rights needed to display the Client Content on the Website and lawfully grant the licences granted in these Terms and Conditions, and that Press Loft's actions under those licences will not infringe upon any law, regulation, other agreement or third party's Intellectual Property Right or other right.
6.2 The Client shall at any time, at Press Loft's request, provide written proof of the rights and/or licences specified in Clause 6.1.
6.3 The Client shall indemnify and keep Press Loft indemnified against any Liabilities incurred directly or indirectly related to or resulting from: (i) the Client Content, (ii) the use by Press Loft of the Client Content, the Client's trade name(s) and trade marks used in accordance with these Terms and Conditions, (iii) a breach of any of the Client's obligations in these Terms and Conditions (including the obligation to keep Client Content accurate and up to date), (iv) the need to commence court proceedings against the Client as a result of non-payment of Licence Fees or other amounts due hereunder, on a full indemnity basis.
6.4 Notwithstanding any other Clause in these Terms and Conditions, neither Press Loft nor the Client excludes any liability for death, personal injury or fraud (including fraudulent misrepresentation).
6.5 Press Loft shall not be liable for (i) any loss of or damage caused to the Client as a result of the Client Content; (ii) any loss or damage resulting from inaccuracy or insufficient quality of the Client Content; (iii) any indirect or consequential loss or damage resulting from a failure by Press Loft to provide or fully provide or timely provide the Services; (iv) any indirect or consequential loss or damage caused by use of Client Content by Registered Users; or (v) any acts of any third parties including, but not limited to, any failure by a Registered User to fulfil any conditions negotiated between the Client and such Registered User in relation to a Collaboration Alert.
6.6 Any liability of Press Loft shall be limited to the amount paid by the Client in consideration of the Services provided by Press Loft in the calendar year of the event giving rise to the Client's claim.
6.7 Press Loft cannot guarantee a photo credit in any instance, and will not be held liable if a photo credit is not made, nor can Press Loft guarantee tha...
Warranties, Indemnities and Liability. 6.1. Amarin represents and warrants to Elan that:
6.1.1 it has the right, power, capacity and authority and has taken all action necessary to authorise it to execute and deliver and to exercise its rights and perform its obligations under this letter and any ancillary documents pertaining thereto (together “Transaction Documents”), and its obligations under the Transaction Documents are valid, legally binding and enforceable according to their terms, including obtaining all necessary approvals and consents from its shareholders and any third parties;
6.1.2 there are no agreements between Amarin and any third party that conflict with the Transaction Documents;
6.1.3 it does not require any further consents or approvals to consummate the transaction contemplated by the Transaction Documents including:
6.1.3.1 approval of its shareholders; or
Warranties, Indemnities and Liability
