Warranties, Indemnities and Liability Sample Clauses

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...
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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 ...
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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...
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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...
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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...
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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
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Warranties, Indemnities and Liability 
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Related to Warranties, Indemnities and Liability

  • Warranties Indemnification Contributors, jointly and severally, warrant and represent that (a) all Contributors have the full power and authority to enter into and execute this Agreement and to license the rights granted herein, and that such rights are not now subject to prior assignment, transfer, or other encumbrance; (b) the Contribution is the original work of Contributors (except for copyrighted material owned by others for which written permission has been obtained), has not been previously published in any form (except for any previous public distribution of the Contribution, which has been disclosed in writing to the Editor), and has been submitted only to the Journal; (c) the Contribution does not infringe the copyright or violate any proprietary rights, rights of privacy or publicity, or any other rights of any third party, and do not contain any material that is libelous or otherwise contrary to law; (d) all statements and presentation of data in the Contribution asserted as factual are either true or based on generally accepted professional research practices, and no formula or procedure contained therein would cause injury if used in accordance with the instructions and/or warnings included in the Contribution; and (e) any studies on which the Contribution is directly based were satisfactorily conducted in compliance with the governing Institutional Review Board (IRB) standards or were exempt from IRB requirements. In the event that any of the foregoing warranties or representations are breached, Contributors, jointly and severally, shall indemnify and hold harmless Proprietor, the Journal’s Editor, and Proprietor’s affiliates, assigns, and licensees (expressly including SAGE, if SAGE is not the Proprietor), against any losses, liabilities, damages, costs and expenses (including legal costs and expenses) arising from or resulting out of any claim or demand of any kind relating to such breach.

  • Warranties and Liability 10.1. Each Party warrants to the other that it has the full right and power to enter into this Deed. Save as explicitly notified to the other Party at the Effective Date, each Party warrants that as at the Effective Date it has not knowingly misappropriated any third party confidential information or knowingly infringed any third party Intellectual Property Right. 10.2. Each Party warrants that save as explicitly otherwise provided in this Deed (a) it has the rights to grant the licences in clause 3 of this Deed; and (b) it has not granted to any third party any option, licence or right of first refusal in relation to the Licensed Patents, Results or Know-How; and (c) it has not assigned, transferred or granted any option to assign or transfer any of its rights in the Licensed Patents, Results or Know-How. 10.3. Both Parties acknowledge that in entering into this Deed they do not do so in reliance on any representation, warranty or other provision except as expressly provided in this Deed and any conditions, warranties or other terms implied by statute or common law are excluded from this Deed to the full extent permitted by law. 10.4. Without limiting the scope of clauses 10.1 to 10.3, neither Party gives any warranty, representation or undertaking: 10.4.1. as to the efficacy, usefulness or quality of the Licensed Patents, Results or Know-How; 10.4.2. that any of the Licensed Patents are or will be valid or subsisting or (in the case of applications) will proceed to grant; or 10.4.3. that the exploitation of any the Licensed Patents, Results or Know-How or the manufacture, Marketing, or use of Licensed Products or products or the exercise of any other rights granted under this Deed will not infringe any Intellectual Property Rights or other rights of any third party. 10.5. Both Parties accept that there is no restriction imposed on the other Party in relation to the independent development of any Adaptimmune Licensed Products in the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore using TCRs which do not form part of any Project or which are not comprised within the Licensed Patents, Know-How or Results (“New TCRs”). In particular, subject to clause 3, (a) each Party is free to enter into agreements with third parties in relation to development of products comprising New TCRs; (b) each Party is free to enter into any licence in relation to New TCRs; and (c) each Party is free to independently isolate New TCRs for Adaptimmune Licensed Products in the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore respectively. 10.6. The liability of either Party under this Deed (whether arising for breach or arising in any other way out of the subject matter of this Deed, including whether under contract or tort) will not include any indirect, incidental or consequential damages or loss (including as relevant any indirect loss of profits). 10.7. Nothing in this Deed will operate to limit or exclude the liability of either party for death or personal injury arising from its negligence or for liability for fraud.

  • Warranties and Liabilities You acknowledge and agree that: a) We do not warrant the operability or functionality of Mobile Payment Services for Small Business or that it will be available to complete a Transaction; b) We do not warrant that any particular merchant will offer the payment method accessed through Mobile Payment Services for Small Business; and c) We do not guarantee the availability or operability of any wireless networks or of any Mobile Device. You understand that You should keep Your physical Debit Card with You to use in the event Mobile Payment Services for Small Business are unavailable for whatever reason. Furthermore, You explicitly exclude Us, all partners and associated service providers from all liability whatsoever in relation to Mobile Payments Services for Small Business, and by extension their respective directors, officers and employees, including, without limitation, any liability in relation to the sale, distribution, use or the performance or non-performance of Mobile Payments Services for Small Business. You acknowledge and confirm ownership of the respective intellectual property rights by the Financial Institution and its partners and associated service providers.

  • Warranties and Indemnification Employee warrants that he is not a party to any contract, restrictive covenant, or other agreement purporting to limit or otherwise adversely affecting his ability to secure employment with any third party. Alternatively, should any such agreement exist, Employee warrants that the contemplated services to be performed hereunder will not violate the terms and conditions of any such agreement. In either event, Employee agrees to fully indemnify and hold the Company harmless from any and all claims arising from, or involving the enforcement of, any such restrictive covenants or other agreements.

  • Warranties; Indemnities Except for the warranties and indemnities contained in those Contracts and agreements set forth in the Company Disclosure Schedule and warranties implied by law, the Company has not given any warranties or indemnities relating to products or technology sold or services rendered by the Company.

  • WARRANTIES AND INDEMNITIES It is agreed that: 4.1 All title over the Shares shall be transferred from the Transferor to the Transferee in consideration of the Transfer Price set out in clause 2. 4.2 The Transferor warrants that it is the legal and beneficial owner of the Shares and is entitled to all rights attached to the Shares according to the currently effective constitutional documents of the Company. 4.3 The Transferor warrants that the Shares are free from and clear of all liens or any other third-party rights. 4.4 Each Party hereby represents that it has all necessary powers and approvals to enter into this Agreement and is participating in the transactions contemplated hereunder in compliance with applicable laws in all material respects. 4.5 Each Party hereby declares that it is not aware of any matter within their control which might have any material adverse effect upon the performance of their obligations under this Agreement. 4.6 The rights, benefits, liabilities and responsibilities contained within the terms of this Agreement can be assigned by any Party with the prior written agreement of the other Party. 4.7 Any delay or failure to enforce the terms of this Agreement and any delay to act on a breach of its term by any Party does not constitute a waiver of those rights. 4.8 Each Party hereby warrants that it will not do any action which might harm, hinder or negatively affect the duties of the other Party set out within this Agreement. 4.9 The Parties hereby irrevocably warrant that they accept the exclusive jurisdiction laws and courts of that jurisdiction set out in clause 8 below. 4.10 The heading titles contained within in this Agreement are included as a drafting reference only and for ease of reference, and are not to be considered as part of this Agreement. 4.11 In the event that any clause (or any part of any clause) shall be deemed to be illegal or invalid by a competent court or other legal authority then this shall have the effect of invalidity and striking out only that clause (or any part of any clause) only and shall not invalidate this Agreement in its entirety. 4.12 Each Party hereby irrevocably indemnifies and agrees to keep indemnified and hold harmless the other Party against any and all losses howsoever caused arising from a breach of its warranties, covenants or other terms of this Agreement.

  • Warranties and Indemnity 5.1 In consideration of the Investor agreeing to enter into this Agreement, to purchase the Sale Shares and to subscribe for the Subscription Shares, the Existing Shareholder hereby represents and warrants to the Investor in the terms set out in Part 3 of the Schedule. 5.2 In consideration of the Investor agreeing to enter into this Agreement, to purchase the Sale Shares and to subscribe for the Subscription Shares, the Company hereby represents and warrants to the Investor in the terms set out in Part 3 of the Schedule. 5.3 The Warranties shall be given at the date of Completion. 5.4 The Existing Shareholder and the Company acknowledge that they are aware that the Investor, when agreeing to purchase the Sale Shares and subscribe for the Subscription Shares is or will be relying on the accuracy of the Warranties (save only as disclosed in the Disclosure Letter) and on the Tax Undertaking. The Warranties and the Tax Undertaking shall survive Completion of the purchase of the Sale Shares and the subscription for the Subscription Shares by the Investor. 5.5 Each Warranty which is set out in a separate paragraph, or which could be treated as a separate Warranty, shall be construed independently of any other to the intent that the rights of the Investor under, and the meaning given to, any one such Warranty shall not be restricted by reference to any other Warranty. 5.6 If the Investor makes a claim against the Existing Shareholder in relation to any breach of Warranty but, in relation to the same subject matter, does not make (or, having made, does not succeed with), any claim against the Company under Clause 5.2, the Existing Shareholder shall not have or pursue any claim or third party action to join in, claim against, seek a contribution from or otherwise claim or seek damages or compensation from the Company or any other Group Company in respect of any such claim and the Existing Shareholder hereby confirms to the Investor that neither the Company nor any Group Company has entered into or will enter into any indemnity or other agreement or arrangement concerning the liabilities of the Existing Shareholder for any breach of the Warranties. 5.7 The Existing Shareholder and the Company shall not be liable in respect of any claim under the Warranties to the extent that the matter or matters giving rise to such a claim are fairly disclosed in the Disclosure Letter. The Existing Shareholder and the Company each undertake to the Investor that any particulars of such matter or matters are true and accurate in all material respects and are not misleading in any material respect. 5.8 The aggregate liability of the Existing Shareholder in respect of any breach or breaches of the Warranties and the Tax Undertaking shall be limited to a maximum sum of (pound)750,000 ("the Maximum Amount"). 5.9 Neither the Existing Shareholder nor the Company shall have any liability under the Warranties and the Tax Undertaking unless and until the liability thereunder exceeds (pound)35,000 and thereafter the Existing Shareholder shall be liable for the entire amount up to the Maximum Amount. 5.10 The Existing Shareholder and the Company shall not be liable in respect of any claim under the Warranties or the Tax Undertaking (as the case may be) unless the claim shall have been notified to her before the expiry of a period of 12 months from Completion in the case of a claim under the Warranties and 36 months from Completion in the case of a claim under the Tax Undertaking. Any claim so notified will cease to be recoverable if legal proceedings in respect of such claim have not been commenced within 15 months from Completion in the case of a claim under the Warranties and 48 months from Completion in the case of a claim under the Tax Undertaking (unless settled, compromised or withdrawn within such period). In this respect, legal proceedings shall include commencement of any agreed arbitration. Notice of a claim shall include reasonable details of the nature and substance of the claim. 5.11 No liability or increase in liability (as the case may be) shall attach to the Existing Shareholder or the Company in respect of a claim under this Agreement to the extent that such claim arises or is increased as a consequence of a change in the law after the date hereof. 5.12 In the event that the Company is entitled to recover from a third party (whether by payment, discount, credit, relief or otherwise howsoever) any sum in relation to any loss, liability or damage which is the subject of a claim under the Warranties or the Tax Undertaking, the Company shall take (at the expense of the Existing Shareholder) such reasonable steps or proceedings as she may reasonably require and shall act in accordance with any such requirements subject to the Company being indemnified by the Existing Shareholder against all reasonable costs and expenses incurred in connection therewith and shall keep the Investor promptly informed of the progress of any such steps, proceedings or actions. 5.13 In the event of the Existing Shareholder or the Company having paid to the Investor an amount in respect of a claim under the Warranties or the Tax Undertaking and subsequent to the date of making such payment the Investor recovers from a third party (whether by payment, discount, credit, relief or otherwise howsoever) a sum which is referable to that payment then the Investor shall as soon as reasonably practicable repay to the Existing Shareholder or the Company of so much of the amount paid by the third party as does not exceed the sum paid by the Existing Shareholder or the Company to the Investor less the reasonable costs of the Investor in recovering such sum. 5.14 If any claim under the Warranties shall arise by reason of some liability of the Company which, at the time the claim is notified to the Existing Shareholder, is contingent only, the Existing Shareholder shall not be under any obligation to make any payment to the Investor in respect of such claim until such time as the contingent liability shall become an actual liability. 5.15 Nothing herein or in the Warranties shall be deemed to relieve the Investor from any common law or other duty to mitigate any loss or damage incurred by it. 5.16 Any amount paid by the Existing Shareholder to the Investor in respect of any breach of the Warranties shall be treated as a reduction in the consideration for the Sale Shares. 5.17 The Investor warrants to the Existing Shareholder that the Investor has power to enter into this Agreement and to perform the obligations expressed to be assumed by it and the Investor and Eurotelecom have taken or will, as soon as reasonably practicable, take all necessary corporate action to authorise the execution, delivery and performance of this Agreement and the issue of the Eurotelecom Shares.

  • User Warranties and Indemnification You warrant to Credit Union that:

  • Representations and Warranties Indemnification As to all items transmitted to us, you represent and warrant that: (i) you will comply with the terms and conditions set forth in this Agreement; (ii) you will only transmit eligible items; (iii) you have good title to each check and item and no defense of any party to the check is good against you; (iv) the original check, or a paper or electronic representation, has not previously been deposited for collection with us or any other financial institution, and no depositary bank, drawee, or drawer will be asked to pay a check that it already has paid; and (v) you have no knowledge or notice of information to indicate that the transaction is fraudulent. You agree to indemnify and hold us, our affiliates, directors, officers, employees, and agents harmless from and against all losses, liabilities, cost, damages and expenses (including reasonable attorneys’ fees and cost of litigation) to which we may be subject or that we may incur in connection with any claims that might arise from or out of your use of RDC.

  • Warranties and Limitations of Liability ARINC-IA and SAE- ITC’s support of the Activities and the services they provide are on an “AS IS” basis. ARINC-IA, SAE-ITC, AEEC, AMC, and FSEMC make no determination whether the ARINC Standards could be subject to valid claims or patent, copyright or other proprietary or intellectual property rights by third parties. ARINC- IA or SAE-ITC make no warranty, express, implied, written, or oral, as to the condition or nature of membership or any membership service as delivered or provided pursuant to this Agreement. ARINC-IA, SAE-ITC, AEEC, AMC, and FSEMC SPECIFICALLY DISCLAIM THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. In no event shall these parties be liable for any direct, indirect, special, incidental, consequential, reliance, or any other damages, including, but not limited to, loss of revenue or profits, arising out of Member’s use of any of the services of the activities even if they have been advised of the possibility of such damages. No action, regardless of form, arising out of any claimed breach of the Agreement may be brought by either party more than one (1) year after the cause of action has accrued.

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