Exclusive Remedy and Limitation of Liability. UNDER NO CIRCUMSTANCES, INCLUDING WITHOUT LIMITATION THE NEGLIGENCE OF SUCH AN ENTITY, WILL FANSHIP, OR ANY THIRD PARTY INVOLVED IN HOSTING, OPERATING, CREATING, PRODUCING, OR DELIVERING THE SERVICES (INCLUDING THE SUBSCRIPTION SERVICES) (COLLECTIVELY, THE "FANSHIP PARTIES") BE LIABLE FOR DAMAGES OR LOSSES INCLUDING WITHOUT LIMITATION DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES OR LOST PROFITS ARISING OUT OF THE TERMS OR YOUR ACCESS, USE, MISUSE, OR INABILITY TO USE THE SERVICES, INCLUDING WITHOUT LIMITATION ANY FANSHIP CONTENT OR USER CONTENT, OR ANY SITES LINKED FROM THE SERVICES, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF FANSHIP PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR IN CONNECTION WITH ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, LINE OR SYSTEM FAILURE, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR DEVICE, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE, EMBEDDING, OR DOWNLOADING OF OUR SERVICES OR TO YOUR DOWNLOADING OF ANY CONTENT ON IT OR ON ANY WEBSITE LINKED TO IT. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, FANSHIP PARTIES' LIABILITY IN SUCH JURISDICTIONS FOR SUCH DAMAGES SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. NOTHING IN THESE TERMS EXCLUDES OR LIMITS OUR LIABILITY FOR DEATH OR PERSONAL INJURY ARISING FROM OUR NEGLIGENCE, OR OUR FRAUD OR FRAUDULENT MISREPRESENTATION, OR ANY OTHER LIABILITY IF AND ONLY IF SUCH LIABILITY CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW. SUBJECT TO APPLICABLE LAW ANY CLAIM AGAINST FANSHIP SHALL BE LIMITED TO THE AMOUNT YOU PAID, IF ANY, FOR ACCESS TO OR USE OF THE SERVICES. YOU AGREE TO GIVE FANSHIP WRITTEN NOTICE OF ANY CLAIM BY YOU AGAINST FANSHIP WITHIN ONE (1) YEAR OF THE EVENTS OR FACTS GIVING RISE TO THE CLAIM.
Exclusive Remedy and Limitation of Liability. EXCEPT FOR BODILY INJURY PROXIMATELY CAUSED BY AVAYA INC.'S NEGLIGENCE, YOUR EXCLUSIVE REMEDY AND AVAYA INC.'S ENTIRE LIABILITY ARISING FROM OR RELATING TO THIS LICENSE AGREEMENT OR TO THE SOFTWARE OR DOCUMENTATION SHALL BE LIMITED TO DIRECT DAMAGES IN AN AMOUNT NOT TO EXCEED $10,000. AVAYA INC. SHALL NOT IN ANY CASE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR PUNITIVE DAMAGES, EVEN IF AVAYA INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. AVAYA INC. IS NOT RESPONSIBLE FOR LOST PROFITS OR REVENUE OR SAVINGS, LOSS OF USE OF THE SOFTWARE, LOSS OF DATA, COSTS OF RECREATING LOST DATA, THE COST OF ANY SUBSTITUTE EQUIPMENT OR PROGRAM, CHARGES FOR COMMON CARRIER TELECOMMUNICATION SERVICES OR FACILITIES ACCESSED THROUGH OR CONNECTED TO THE SOFTWARE (TOLL FRAUD), OR CLAIMS BY ANY PERSON OTHER THAN YOU. THESE LIMITATIONS OF LIABILITY SHALL APPLY NOTWITHSTANDING THE FAILURE OF AN EXCLUSIVE REMEDY. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to You. Unless modified, amended, or supplemented by this Product Appendix, all terms and conditions of Reseller Master Terms and Conditions remain in effect.
Exclusive Remedy and Limitation of Liability. To the maximum extent permitted under the applicable law, the Licensor shall not be liable for direct, indirect, special, incidental, or consequential damages or lost profits related to the Licensee’s use of and/or inability to use the Dataset, even if the Licensor is advised of the possibility of such damage. The Licensor shall not be held responsible for any illegal or criminal use of the Dataset by the Licensee.
Exclusive Remedy and Limitation of Liability. Subject to Section 6.2(c), except for Host’s indemnification obligations set forth in Section 4.4 and subject to Section 1.2 above, Customer’s exclusive remedy and Host’s entire liability for any breach of this Agreement shall be for Host to use all commercially reasonable efforts to cause the Hosting Services and/or other applicable Host services described in the SOW to comply with the foregoing warranties. In the event Host determines, in Host’s sole discretion, that modification of the Hosting Services and/or Host Platform or Host Server cannot be provided within a reasonable time after notification of such nonconformity by Customer, Customers may terminate this Agreement and Customers shall receive a refund of the Fees paid to Host for the nonconforming Hosting Services. IN NO EVENT SHALL HOST HAVE ANY LIABILITY TO CUSTOMERS OR CUSTOMER END USERS OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFIT OR GOODWILL OR PERSONAL INJURIES FOR ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ITS SUBJECT MATTER, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE, EVEN IF CUSTOMERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Exclusive Remedy and Limitation of Liability. Except for the express warranties set forth in sections 7 and 10, UltraSource makes no other representation or warranty, express or implied, with respect to the equipment, including, without limitation, the warranties of merchantability and fitness for a particular purpose. No employee or agent of UltraSource has the authority to grant any other warranty to customer, written or oral, unless such warranty is set forth in writing and signed by an officer of UltraSource. The express warranties set forth in sections 7 and 10 are given in satisfaction of any and all obligations or liabilities of UltraSource to customer, or any third party, with respect to the equipment (whether such liabilities or obligations arise out of contract, negligence, strict liability, tort or otherwise). Without limiting the foregoing, UltraSource shall not be liable for any property damage or personal injury to customer, or any third party, with respect to the equipment. Further, in the event of return of the equipment or parts, UltraSource shall not be liable for any damages to customer's premises caused by removal of the equipment nor shall UltraSource be obligated in any way to restore the same. Customer's exclusive remedy for any loss, damage or injury related to the equipment shall be limited to repair or replacement of defective equipment or parts or, in the case of a patent or copyright infringement action, defense of such action as provided in section 10. In no event shall UltraSource's liability to customer exceed the amount paid by customer for the equipment. Without limiting the foregoing, UltraSource shall not be liable to customer for consequential, incidental, special or exemplary damages, including, without limitation, loss of profits or revenues, even if UltraSource has been advised of the possibility of such damages. UltraSource makes no representations or warranties regarding the yield, quality or characteristics of customer's product that may result from processing by the equipment.
Exclusive Remedy and Limitation of Liability. The remedies set forth in this Article 5 shall be the sole and exclusive remedies of the Parties if there is an Event of Default, and a Party's liability shall be limited as set forth in this Article. In no event shall any other liability be incurred by either Party for any obligations that arise under this Agreement, including, but not limited to, liability for consequential, incidental, punitive, exemplary, or indirect damages in tort, contract, or otherwise. All other remedies or damages at law are hereby waived.
Exclusive Remedy and Limitation of Liability. From and after the Closing, none of the parties hereto shall be liable or responsible in any manner whatsoever to the other parties hereto, whether for indemnification or otherwise, except for indemnity as expressly provided in this Article VI and except as otherwise expressly contemplated in Sections 3.3, 8.3 and 9.1, which provides the exclusive remedy and cause of action of the parties hereto with respect to any matter arising out of or in connection with the purchase, sale, ownership or operation of the Assets, including the ownership and operation of the Restaurants; provided however, a party shall be entitled to seek specific performance or injunctive relief with respect to post-closing obligations of the parties. Except as provided herein, each of the parties hereby waives, to the fullest extent permitted under applicable law, any and all rights it may have to seek punitive or consequential damages from the other parties hereto (except in the case where a third party has been awarded such damages), and waives, releases and agrees not to make any claim or bring any contribution, cost recovery or other action against the other parties or any of their respective successors or assigns or any controlling person or other affiliate of the other parties, under common law or any federal, state or local law or regulation now existing or hereafter enacted which seeks to allocate liabilities between Buyer and Seller in a different manner than as expressly set forth in this Agreement. Notwithstanding the foregoing, nothing contained in this Article VI shall be deemed to modify or otherwise affect the relationship between Franchisor and Buyer or its Affiliates, as applicable, under the Applebee’s Development Agreement and/or the Applebee’s Franchise Agreements, including, in each case, any indemnification obligations contained therein.
Exclusive Remedy and Limitation of Liability. UNLESS FURTHER LIMITED ELSEWHERE IN THIS AGREEMENT, THE ENTIRE LIABILITY OF DAOU, AND {Client Abbrv.}’s EXCLUSIVE REMEDY FOR DAMAGES FROM ANY CAUSE RELATED TO OR ARISING OUT OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT (INCLUDING BREACH OF WARRANTY, NEGLIGENCE AND STRICT LIABILITY IN TORT), WILL NOT IN THE AGGREGATE EXCEED THE LESSER OF (a) THE FEES PAID TO DAOU BY {Client Abbrv.} PURSUANT TO THE SOW(S) (FOR WHICH SUCH SERVICES GAVE RISE TO THE LIABILITY) FOR THE TWELVE (12) MONTHS PRIOR TO THE MONTH IN WHICH THE MOST CURRENT EVENT GIVING RISE TO THE LIABILITY OCCURRED, OR (b) THE FEES PAID TO DAOU BY {Client Abbrv.} PURSUANT TO THE SOW(S) FOR WHICH SUCH SERVICES GAVE RISE TO THE LIABILITY. THIS LIMITATION OF LIABILITY DOES NOT APPLY TO CLAIMS COVERED BY SECTION 11.2 AND SECTION 11.5.
Exclusive Remedy and Limitation of Liability. Xxxxx agrees that if MENARDS fails to meet its obligations under this Agreement, Xxxxx will notify MENARDS immediately and MENARDS may repair or replace any deficient equipment or make a rental charge adjustment. Xxxxx agrees that this is Xxxxx's sole and exclusive remedy and MENARDS' liability for any losses or damages resulting from any cause shall be limited to the rental charge of this equipment. MENARDS shall not be liable for any special, incidental, or consequential damages, including but not limited to labor, loss of use, loss or damage to personal or real property, inconvenience, or loss of income.
Exclusive Remedy and Limitation of Liability. All defects must be reported to the Licensor immediately in order to obtain repair or replacement of the Software. The Licensee shall have a claim to rescission of the contract or a reduction in the price only if repair or replacement fails within a reasonable period of time (at least 4 weeks). LICENSOR SHALL NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFIT OR BUSINESS OPPORTUNITY RELATED TO LICENSEE'S USE OF THE SOFTWARE AND RELATED DOCUMENTATION, EVEN IF LICENSOR IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT WILL SAFE BE LIABLE FOR ANY AMOUNT, IN DAMAGES OR OTHERWISE, IN EXCESS OF THE AMOUNT INITIALLY PAID BY LICENSEE FOR THIS LICENSE.
