Indemnifications, Limitation of Liabilities, Warranties Sample Clauses

Indemnifications, Limitation of Liabilities, Warranties. Without derogating from or limiting the general nature of clause 7 of the Service Agreement, the Client hereby indemnifies and holds SYNAQ harmless against any loss, claims, demands, proceedings, damages and expenses of whatsoever nature arising from: − Misconfigurations by the Client of email servers irrespective of whether SYNAQ has instructed the Client or Users on how to configure such servers unless SYNAQ is the Client’s appointed Email Service Provider, and has attended to the above configurations; − SYNAQ’s third party dependencies for the provision of the Service including without limitation: Internet connectivity, power, air conditioning at the hosting facility; − Actual delivery of outbound email to final destination due to circumstances beyond SYNAQ’s control including without limitation: unavailability of the destination server, the email recipient address is incorrect/ does not exist, the User has exceeded the limits placed on use of the Service, spam filtering The maximum liability of SYNAQ to the Client in terms for any one event or series of connected events above, shall in accordance with the provisions of the Service Agreement. SYNAQ CLOUD MAIL
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Indemnifications, Limitation of Liabilities, Warranties. Without derogating from or limiting the general nature of clause 7 of the Service Agreement, the Client hereby indemnifies and holds SYNAQ harmless against any loss, claims, demands, proceedings, damages and expenses of whatsoever nature arising from: − Misconfigurations by the Client of email servers irrespective of whether SYNAQ has instructed the Client or Users on how to configure such servers unless SYNAQ is the Client’s appointed Email Service Provider, and has attended to the above configurations; − SYNAQ’s third party dependencies for the provision of the Service including without limitation: Internet connectivity, power, air conditioning at the hosting facility; − Client’s third-party dependencies for the provision of the Service including without limitation: quality of Internet connection, bandwidth capacity, adequate line speeds; − Viruses and Spam received by the Client; and, − Loss of irrecoverable data despite backups being kept.
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Indemnifications, Limitation of Liabilities, Warranties. Without derogating from or limiting the general nature of clause 7 of the Service Agreement, the Client hereby indemnifies and holds SYNAQ harmless against any loss, claims, demands, proceedings, damages and expenses of whatsoever nature arising from: − Misconfigurations by the Client of email servers irrespective of whether SYNAQ has instructed the Client or Users on how to configure such servers unless SYNAQ is the Client’s appointed Email Service Provider, and has attended to the above configurations; − SYNAQ’s third party dependencies for the provision of the Service including without limitation: Internet connectivity, power, air conditioning at the hosting facility; − Client’s third party dependencies for the provision of the Service including without limitation: quality of Internet connection, bandwidth capacity, adequate line speeds; − Actual delivery of outbound email to final destination due to circumstances beyond SYNAQ’s control including without limitation: unavailability of the destination server, the email recipient address is incorrect/ does not exist, the User has exceeded the limits placed on use of the Service, spam filtering); − Errors by the Client when requesting or effecting changes to the Domain Name System and any resulting delay, rejection or loss of email; − Viruses and Spam received by the Client notwithstanding use of Securemail; − Loss of irrecoverable data despite backups being kept. The maximum liability of SYNAQ to the Client in terms for any one event or series of connected events above, shall in accordance with the provisions of the Service Agreement. SYNAQ INSCRIBE
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Indemnifications, Limitation of Liabilities, Warranties. 7.1. The Client hereby indemnifies and holds Ignite harmless against any loss, claims, demands, proceedings, damages and expenses of whatsoever nature arising from:
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Indemnifications, Limitation of Liabilities, Warranties. Without derogating from or limiting the general nature of clause 7 of the Service Agreement, the Client hereby indemnifies and holds SYNAQ harmless against any loss, claims, demands, proceedings, damages and expenses of whatsoever nature arising from: - Misconfigurations by the Client of email servers irrespective of whether SYNAQ has instructed the Client or Users on how to configure such servers unless SYNAQ is the Client’s appointed Email Service Provider, and has attended to the above configurations; - SYNAQ’s third party dependencies for the provision of the Service including without limitation: Internet connectivity, power, air conditioning at the hosting facility; - The maximum liability of SYNAQ to the Client in terms for any one event or series of connected events above, shall in accordance with the provisions of the Service Agreement.
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Indemnifications, Limitation of Liabilities, Warranties. Without derogating from or limiting the general nature of clause 7 of the Service Agreement, the Client hereby indemnifies itself and holds SYNAQ harmless against any loss, claims, demands, proceedings, damages and expenses of whatsoever nature arising from SYNAQ’s third party dependencies for the provision of the Service including without limitation: Internet connectivity, power, air conditioning at the hosting facility. The maximum liability of SYNAQ to the Client in terms of any one event or series of connected events above, shall be in accordance with the provisions of the Service Agreement. SYNAQ ARCHIVE
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Indemnifications, Limitation of Liabilities, Warranties. Without derogating from or limiting the general nature of clause 7 of the Service Agreement, the Client hereby indemnifies and holds SYNAQ harmless against any loss, claims, demands, proceedings, damages and expenses of whatsoever nature arising from: − Errors by the Client when requesting or effecting changes to the Domain Name System and any resulting delay, rejection or loss of email; − Misconfigurations by the Client of destination email servers and/or firewalls irrespective of whether SYNAQ has instructed the Client or Users on how to configure such servers or firewalls unless SYNAQ is the Client’s appointed Email Service Provider, and has attended to the above configurations; − SYNAQ’s third party dependencies for the provision of the Service including without limitation: Internet connectivity, the Service, power, air conditioning at the hosting facility; SYNAQ CONTINUITY
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Related to Indemnifications, Limitation of Liabilities, Warranties

  • Indemnification; Limitation of Liability A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's control, except a loss arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless USBFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) which USBFS may sustain or incur or which may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of Trustees. USBFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that the Trust may sustain or incur or that may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect USBFS's premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense.

  • Indemnification/Warranty and Disclaimer/Limitation of Liability Taxpayer shall defend, indemnify, and hold GO-Biz and the FTB, its agents or assigns, harmless from and against all claims, damages, and liabilities (including reasonable attorneys’ fees) arising from this Agreement due to Taxpayer’s breach of this Agreement, or the result of Taxpayer’s negligence or willful misconduct. EXCEPT AS PROVIDED FOR UNDER SECTION 14, UNDER NO CIRCUMSTANCES WILL THE STATE OF CALIFORNIA, GO-BIZ, ITS AGENTS OR EMPLOYEES, THE COMMITTEE MEMBERS, THE FTB OR ANYONE ELSE INVOLVED IN THIS AGREEMENT BE LIABLE TO TAXPAYER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT ARISE FROM THIS AGREEMENT.

  • Limitation of Liability and Indemnification State Street shall be held to a standard of reasonable care in carrying out its duties under this Agreement. State Street shall be responsible for the performance of only such duties as are set forth in this Agreement and, except as otherwise provided under Section XVI, shall have no responsibility for the actions or activities of any other party, including other service providers. State Street shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless caused by or resulting from the negligence, reckless misconduct, willful malfeasance or lack of good faith of State Street, its officers or employees and, in such event, such liability will be subject to the limitations set forth in Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless of the form of action, whether in contract (including negligence), strict liability, or otherwise and regardless of whether such damages are foreseeable. The Trust, or, if applicable, the relevant Portfolio, will indemnify and hold harmless State Street and its stockholders, directors, officers, employees, agents, and representatives (collectively, the “Trust Indemnified Persons”) for, and will pay to the Trust Indemnified Persons the amount of, any actual and direct damages, whether or not involving a third-party claim (collectively, the “Damages”), arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations of this Agreement, (ii) any act or omission by the Trust (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to State Street or any other Trust Indemnified Person. State Street will indemnify and hold harmless the Trust, and its respective shareholders, trustees, directors, officers, agents, and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person. The indemnification and limitation of liability contained herein shall survive the termination of this Agreement.

  • Indemnification and Limitation of Liability (a) To the fullest extent that limitations on the liability of Trustees and officers are permitted by the DSTA, the officers and Trustees shall not be responsible or liable in any event for any act or omission of: any agent or employee of the Trust; any Investment Adviser or Principal Underwriter of the Trust; or with respect to each Trustee and officer, the act or omission of any other Trustee or officer, respectively. The Trust, out of the Trust Property, shall indemnify and hold harmless each and every officer and Trustee from and against any and all claims and demands whatsoever arising out of or related to such officer’s or Trustee’s performance of his or her duties as an officer or Trustee of the Trust. This limitation on liability applies to events occurring at the time a Person serves as a Trustee or officer of the Trust whether or not such Person is a Trustee or officer at the time of any proceeding in which liability is asserted. Nothing herein contained shall indemnify, hold harmless or protect any officer or Trustee from or against any liability to the Trust or any Shareholder to which such Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Person’s office.

  • Indemnities and Limitation of Liability 16.1. In addition to the indemnification provisions contained in this Agreement, Principal agrees to indemnify, defend and hold harmless Custodian and its affiliates providing services under this Agreement, including their respective officers, directors, agents and employees from all taxes, charges, expenses, assessments, claims and liabilities including, without limitation, reasonable attorneys' fees and disbursements and liabilities ("Claims") arising directly or indirectly from any action or omission to act which Custodian takes in connection with the provision of services to Principal. Neither Custodian, nor any of its affiliates, shall be indemnified against any liability (or any expenses incident to such liability) caused by Custodian’s or its affiliates' own willful misfeasance, bad faith, gross negligence or reckless disregard in the performance of Custodian's or its affiliates' activities under this Agreement. The provisions of this Paragraph 15 shall survive termination of this Agreement.

  • Limitation of Liability Indemnification (a)None of the Asset Manager, its affiliates, or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Series or the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Series or the Series #TICKER Asset, or (iii) any losses due to the actions or omissions of the Series or any brokers or other current or former agents or advisers of the Series.

  • Limitation of Liabilities 13.1 Notwithstanding anything herein to the contrary, except for damages resulting from (i) unauthorized use or disclosure of Confidential Information (including Customer Data), or (ii) damages resulting from death or bodily injury arising from either party’s gross negligence or willful misconduct, or (iii) SAP’s right to collect unpaid fees, under no circumstances and regardless of the nature of the claim shall either party (or their respective Affiliates or SAP’s licensor’s) be liable to each other to or any other person or entity under the Agreement for an amount of damages in excess of the fees paid for the applicable Services under the relevant Order Form or in the case of subscription based Services including managed services, the fees paid in the twelve (12) month period preceding the date of the incident giving rise to the liability, or, any special, incidental, consequential, or indirect damages, loss of good will or business profits, work stoppage or for exemplary or punitive damages.

  • Disclaimer of Warranties and Limitation of Liability WE AND OUR AFFILIATED COMPANIES, OWNERS, AGENTS, THIRD PARTY SERVICE PROVIDERS, THIRD PARTY CONTENT PROVIDERS, AND ALL EMPLOYEES AND LICENSORS OF EACH AND EVERY ONE OF THE FOREGOING (COLLECTIVELY, THE “PROVIDER”) MAKE NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SERVICES, SERVICE CONTENT, THIRD PARTY SERVICES, THIRD PARTY CONTENT, AND ANYTHING RELATED TO EACH AND ALL OF THE FOREGOING (COLLECTIVELY, THE “OFFERINGS”). THE OFFERINGS ARE MADE AVAILABLE TO YOU ON AN “AS IS, AS AVAILABLE” BASIS. YOUR USE OF THE OFFERINGS IS AT YOUR SOLE AND EXCLUSIVE RISK. PROVIDER DISCLAIMS RESPONSIBILITY FOR ANY LOSS, DAMAGE, FAILURE OR OTHER LIABILITY ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE OFFERINGS.PROVIDER MAKES NO WARRANTY THAT (i) THE OFFERINGS WILL MEET YOUR REQUIREMENTS, ( i) THE OFFERINGS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, ( i) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE OFFERINGS WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL THAT YOU OBTAIN THROUGH THE OFFERINGS WILL MEET YOUR EXPECTATIONS, OR (v) ANY ERRORS WILL BE CORRECTED. YOU EXPRESSLY AGREE THAT YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND THE PERFORMANCE OF THE OFFERINGS AND THE ACCURACY OR COMPLETENESS OF ITS CONTENT. NEITHER WE NOR OUR PARTNERS, AFFILIATES, OPERATORS, OR PARENT COMPANIES SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE OFFERINGS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT IN ALL CIRCUMSTANCES, PROVIDER’S LIABILITY TO YOU FOR ANY CLAIM OR CAUSE OF ACTION SHALL BE LIMITED TO $50 OR TO THE GREATEST EXTENT PERMITTED BY LAW, WHICHEVER IS MORE.

  • Indemnity & Limitation of Liability As an officer of the Company, the Executive shall be entitled to indemnity and limitation of liability as provided pursuant to the Company’s Articles of Incorporation, bylaws and any other governing document, as the same shall be amended from time to time.

  • Limitations on Indemnification No payments pursuant to this Agreement shall be made by the Company:

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