Liability Limitations. This paragraph limits the liabilities arising under this Agreement or any SOW and is a bargained-for and material part of our business relationship with you. You acknowledge and agree that Verticomm would not enter into any SOW or this Agreement unless Verticomm could rely on the limitations described in this paragraph. In no event shall either party be liable for any indirect, special, exemplary, consequential, or punitive damages, such as lost revenue, loss of profits (except for fees due and owing to Verticomm), savings, or other indirect or contingent event-based economic loss arising out of or in connection with this Agreement, any SOW, or the Services, or for any loss or interruption of data, technology or services, or for any breach hereof or for any damages caused by any delay in furnishing Services under this Agreement or any SOW, even if a party has been advised of the possibility of such damages; however, reasonable attorneys’ fees awarded to a prevailing party (as described below), your indemnification obligations, and any amounts due and payable pursuant to the non-solicitation provision of this Agreement shall not be limited by the foregoing limitation. Except for the foregoing exceptions, a responsible party’s (“Responsible Party’s”) aggregate liability to the other party (“Aggrieved Party”) for damages from any and all claims or causes whatsoever, and regardless of the form of any such action(s), that arise from or relate to this Agreement (collectively, “Claims”), whether in contract, tort, indemnification, or negligence, shall be limited solely to the amount of the Aggrieved Party’s actual and direct damages, not to exceed the amount of fees paid by you (excluding hard costs for licenses, hardware, etc.) to Verticomm for the specific Service upon which the applicable claim(s) is/are based during the three (3) month period immediately prior to the date on which the cause of action accrued. The foregoing limitations shall not apply to the extent that the Claims are caused by a Responsible Party’s willful or intentional misconduct, or gross negligence. Similarly, a Responsible Party’s liability obligation shall be reduced to the extent that a Claim is caused by, or the result of, the Aggrieved Party’s willful or intentional misconduct, or gross negligence.
Liability Limitations. NOTWITHSTANDING ANY PROVISION OF THIS XXXX TO THE CONTRARY, IN NO EVENT WILL AVEVA, NOR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF THE SOFTWARE, INCLUDING AVEVA LICENSORS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, BUSINESS, GOODWILL, REVENUE, DATA OR USE, INCURRED BY LICENSEE OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF AVEVA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH IN THIS XXXX IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS XXXX, AVEVA’S LIABILITY FOR DAMAGES AND EXPENSES HEREUNDER OR RELATING HERETO (WHETHER IN AN ACTION IN CONTRACT, TORT OR OTHERWISE OR WHETHER RELATED TO PARTICULAR SOFTWARE OR SOFTWARE SUPPORT SERVICES) WILL IN NO EVENT EXCEED THE AMOUNT OF LICENSE FEES PAID TO AVEVA UNDER THIS XXXX IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING A CLAIM. LICENSEE ACKNOWLEDGES THAT AVEVA’S PRICING REFLECTS THE ALLOCATION OF RISKS, OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS AND THE LIMITATION OF LIABILITY HEREUNDER.
Liability Limitations. The Buyer assumes all risk and liability resulting from the use of the Products, whether alone or in combination with other materials. Buyer assumes responsibility to analyze the Products, and the Company shall have no liability if Buyer uses the Products that do not conform to the standard written specifications of the Company in effect as of the date of delivery. The Buyer must give the Company written notice of any failure of the Products to comply with the Company’s specifications within five days after the Buyer identifies any non-compliance. The Company shall have a reasonable opportunity to inspect the Products at issue. For any Products that the Company determines do not conform to the specifications, the Buyer’s sole and exclusive remedy shall be for the Company, at its sole discretion, to replace the non- conforming Products or refund the amount of the Price that the Buyer has already actually paid to the Company for the non-conforming Products, and in no event shall the Company’s liability for any claim exceed that amount. Claims related to non-conforming Products shall be made within thirty (30) days after discovery thereof. All other claims shall be made within thirty (30) days after receipt of the Products to which the claim relates, or if for non-delivery, after the scheduled delivery date. The Buyer’s failure to give the Company written notice of any claim within the applicable time period shall constitute an absolute and unconditional waiver of such claim. In no event shall the Buyer commence any action against the Company later than 90 days after the cause of action has accrued
Liability Limitations. IN NO EVENT SHALL TI BE LIABLE TO SELLER FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS PURCHASE ORDER, EVEN IF TI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event shall TI’s liability to Seller for any breach of any provision of this Purchase Order exceed the purchase price for goods or services delivered and accepted hereunder.
Liability Limitations. IN NO EVENT SHALL CLEANBRAIN, CLEANBRAIN EMPLOYEES, OR SALES CONTRACTORS BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA OR CLIENT DATA, COST OF RECREATING LOST DATA OR CLIENT DATA, COST OF COVER, OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY LICENSE, INCLUDING, BUT NOT LIMITED TO, THE FURNISHING, PERFORMANCE OR USE OF THE CLEANTELLIGENT SUBSCRIPTION SERVICES, SOFTWARE, DOCUMENTATION, PHONE/EMAIL/WEBINAR/CHAT SUPPORT, CLEANTELLIGENT KNOWLEDGE BASE, IMPLEMENTATION SERVICES, ADMIN ASSIST SERVICES, BASIC SUPPORT SERVICES, PRIORITY SUPPORT SERVICES, BUSINESS INTELLIGENCE/VISUALIZER SERVICES, OR OTHER ITEMS OR SERVICES PROVIDED HEREUNDER OR ANY DELAY IN DELIVERY OR FURNISHING THE CLEANTELLIGENT SUBSCRIPTION SERVICES, SOFTWARE, DOCUMENTATION, PHONE/EMAIL/WEBINAR/CHAT SUPPORT, CLEANTELLIGENT KNOWLEDGE BASE, IMPLEMENTATION SERVICES, ADMIN ASSIST SERVICES, BASIC SUPPORT SERVICES, PRIORITY SUPPORT SERVICES, BUSINESS INTELLIGENCE/VISUALIZER SERVICES, OR SAID ITEMS OR SERVICES, EVEN IF CLEANBRAIN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANY TERM OF THIS AGREEMENT, CLEANBRAIN’S MAXIMUM AGGREGATE LIABILITY (WHETHER IN CONTRACT OR IN TORT OR UNDER ANY OTHER FORM OF LIABILITY) FOR DAMAGES OR LOSS, HOWSOEVER ARISING OR CAUSED, WHETHER OR NOT ARISING FROM CLEANBRAIN’S NEGLIGENCE, SHALL IN NO EVENT BE GREATER THAN THE AMOUNT OF THE ACCESS FEES PAID TO CLEANBRAIN BY CLIENT DURING THE LAST SIX MONTHS PRIOR TO THE DATE OF THE EVENT GIVING RISE TO SUCH LIABILITY. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. CLEANBRAIN SHALL HAVE NO LIABILITY TO CLIENT OR ANY THIRD PARTY FOR ANY ALLEGED INFRINGEMENT RELATING TO THE XXXX, CLEANTELLIGENT SUBSCRIPTION SERVICES, SOFTWARE, DOCUMENTATION, PHONE/EMAIL/WEBINAR/CHAT SUPPORT, CLEANTELLIGENT KNOWLEDGE BASE, IMPLEMENTATION SERVICES, ADMIN ASSIST SERVICES, BASIC SUPPORT SERVICES, PRIORITY SUPPORT SERVICES, OR BUSINESS INTELLIGENCE/VISUALIZER SERVICES, OR CLAIM THEREOF.
Liability Limitations. The following limitations on liabilities shall apply:
Liability Limitations. Subject to the clauses entitled Liability - Exclusions and Liability - Inclusions:
Liability Limitations. Section 9.5(f) (Liability Limitations) shall not apply to customers in Germany and shall be replaced by the following provision:
Liability Limitations. Except for damages arising from Executive's breach of the provisions of Paragraph 10 of this Agreement (other than the non-solicitation provisions of Paragraph 10D(2)), and except for damages arising from Executive's breach of this Agreement that is committed knowingly, willfully, or with gross negligence, it is agreed that: (1) Executive shall not be liable for any indirect, exemplary, incidental or consequential damages arising from or otherwise relating to Executive's performance or failure to perform under this Agreement; and (2) Executive's liability to MetaSolv arising from or otherwise relating to Executive's performance or failure to perform under this Agreement is limited to an amount not greater than the sum of 12 months' Base Salary, plus the amount of any Bonus Amounts paid to the Executive during the previous 12 months prior to such breach.
Liability Limitations. NOTWITHSTANDING THE FOREGOING, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES UNDER THIS AGREEMENT, EXCEPT TO THE EXTENT THE DAMAGES RESULT FROM A PARTY’S WILLFUL MISCONDUCT AND EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER THIS SECTION 9.
