Liability Provisions Clause Samples
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Liability Provisions. (a) Notwithstanding any provision of the Main Agreement or this Appendix B, BNYM shall not be liable under this Appendix B under any theory of tort, contract, strict liability or other legal or equitable theory for lost profits, for exemplary, punitive, special, incidental, indirect or consequential damages, or for any other damages which are not direct damages regardless of whether such damages were or should have been foreseeable and regardless of whether any entity has been advised of the possibility of such damages, all and each of which damages is hereby excluded by agreement of the parties.
(b) Notwithstanding any provision of the Main Agreement or this Appendix B, BNYM's cumulative, aggregate liability to the Company for any Loss, including Loss arising from Claims for indemnification pursuant to the Main Agreement and this Appendix B, that arises or relates to a term of this Appendix B, the recovery of which is not otherwise excluded or barred by another provision of this Agreement, shall not exceed the fees paid by Company to BNYM for use of the particular Component System with respect to which the claim of Loss was made for the six (6) months immediately prior to the date the last claim of Loss relating to the particular Component System arose.
(c) In the event of a material breach of this Appendix B by BNYM with respect to the operation of a particular Component System, Company's sole and exclusive termination remedy shall be to terminate the Licensed Rights granted by this Appendix B to the particular Component System with respect to which the material breach occurred by complying with the notice and cure period provisions in the Main Agreement applicable to a material breach of the Agreement, but the Company shall not be entitled to terminate any other provision of the Agreement or the Licensed Rights with respect to any other Component System. For purposes of clarification: The foregoing sentence is not intended to restrict, modify or abrogate any remedy available to a Company under another provision of the Agreement for a breach of Appendix B by BNYM other than the termination remedy.
Liability Provisions. Section 7.01. No Special Damages Section 7.02. Force Majeure Section 7.03. Reliance on Instructions Section 7.04. Limited Liability ARTICLE VIII MISCELLANEOUS Section 8.01. Commencement of Trading Section 8.02. Defined Terms Section 8.03. Third-Party Beneficiaries II-5 STANDARD TERMS FOR AUTHORIZED PARTICIPANT AGREEMENTS (the “Standard Terms”) dated as of [●] among: (i) [●], a company organized under the laws of [●] (the “Authorized Participant”); (ii) The Bank of New York Mellon, a New York banking corporation, as Transfer Agent for the Grayscale Digital Asset Trust (the “Transfer Agent”); and (iii) Grayscale Investments Sponsors, LLC, a Delaware limited liability company, as sponsor (the “Sponsor”) for the each Product listed on Schedule V attached hereto and incorporated herein (each, the applicable “Product” when referred to throughout the remainder of this Agreement), as the same may be amended from time to time by the Sponsor except as otherwise specified. Capitalized terms used in these Standard Terms and not otherwise defined herein have the meaning ascribed to them in the Creation and Redemption Procedures attached to the Authorized Participant Agreement as Schedule I (the “Procedures”).
Liability Provisions a. The Affiliate shall defend, indemnify, and hold harmless the University, its governance board, agents, officers, employees and Students, from and against all claims, damages, losses, and expenses arising from the acts, errors, mistakes, omissions, work or service of the Affiliate, its agents, employees, and sub-contractors, in the performance of this Agreement.
b. The Affiliate shall maintain in full force and effect at all times during the Term of this Agreement commercial general liability insurance and other customary and reasonable insurance coverages for its employees, officers, and agents in the performance of this Agreement, and the means for defense and payment of claims that may arise against the Affiliate or such individuals.
Liability Provisions. 5.1 The Reporting Accountant shall prepare his/her Accountant’s Report with reasonable skill and care and shall be liable to the Project Sponsor and WEFO for losses, damages, costs or expenses (“losses”) caused by its breach of contract, negligence or wilful default, subject to the following provisions:
5.1.1 The Reporting Accountant shall not be so liable if such losses are due to the provision of false, misleading or incomplete information or documentation or due to the acts or omissions of any person other than the Reporting Accountant, except where, on the basis of the enquiries normally undertaken by Reporting Accountants within the scope set out in these Terms of Engagement, it would have been reasonable for the Reporting Accountant to discover such defects;
5.1.2 The Reporting Accountant accepts liability without limit for the consequences of its own fraud and for any other liability which it is not permitted by law to limit or exclude;
5.1.3 Subject to the previous paragraph (5.1.2), the total aggregate liability of the Reporting Accountant whether in contract, tort (including negligence) or otherwise, to WEFO and the Project Sponsor arising from or in connection with the work which is the subject of these terms (including any addition or variation to the work), shall not exceed the amount of grant which is the subject of the Accountants Report;
5.2 Any claim or action founded on tort or contract must be formally commenced within 6 years of the date that the cause of action accrued. That is, in the case of tort, 6 years from the date of the alleged negligence; in the case of contract, 6 years from the date of the alleged breach of contract.
5.3 Appointment under these Terms of Engagement is separate from, and unrelated to, the Reporting Accountant’s audit work on the financial statements of the Project Sponsor for the purposes of the Companies Act 1985 (or its successor) or other legislation and nothing herein creates obligations or liabilities regarding the Reporting Accountant’s statutory audit work, which would not otherwise exist.
Liability Provisions. A. Each party to this Agreement will be responsible for the negligent acts or omissions of its own employees, officers, or agents in the performance of this Agreement. Neither party will be considered the agent of the other and neither party assumes any responsibility to the other party for the consequences of any act or omission of any person, firm, or corporation not a party to this Agreement.
B. WSU and its officers, employees, and agents, while acting in good faith within the scope of their official WSU duties, are covered by the State of Washington Self-Insurance Program and the Tort Claims Act (RCW 4.92.060 et seq.), and successful claims against WSU and its employees, officers, and agents in the performance of their official WSU duties in good faith under this Agreement will be paid from the tort claims liability account as provided in RCW 4.92.130. The parties expressly acknowledge and agree that WSU’s liability and indemnification obligations hereunder, if any, shall not exceed WSU’s coverage limits (as to type and amount) as described in the State of Washington Self-Insurance Liability Program and the Tort Claims Act.
C. The Industry Partner maintains liability coverage for its employees, officers, and agents in the performance of this Agreement, and further provides the means for defense and payment of claims that may arise against the Industry Partner or such individuals.
D. WSU’s insurance does not cover Students, nor may WSU require Students to obtain insurance. Students participating in the Internship may, at their discretion or in order to satisfy a requirement of Industry Partner, obtain coverage in the form of an experiential student policy offered through Washington State University or acquired by the Student through another source.
Liability Provisions. Section 7.01. No Special Damages 15 Section 7.02. Force Majeure 15 Section 7.03. Reliance on Instructions 16 Section 7.04. Limited Liability 16
Liability Provisions. Sections 12.1 (Exclusion of Certain Liability) and 12.2 (Liability Cap) do not apply and are replaced with the following: “SurveyMonkey’s liability to you for damages caused by slight negligence will, irrespective of its legal ground, be limited as follows: (a) SurveyMonkey will be liable up to the amount of foreseeable damages typical for this type of contract for a breach of material contractual obligations; and (b) SurveyMonkey shall not be liable for a breach of any non-material contractual obligations nor for the slightly negligent breach of any other applicable duty of care. The foregoing limitations of liability, as well as any other limitations of liability contained in these Terms, will not apply to any mandatory statutory liability, in particular to liability under the German Product Liability Act (Produkthaftungsgesetz), and liability for culpably caused personal injuries. Additionally, such limitations of liability will not apply if and to the extent that SurveyMonkey has assumed a specific guarantee. The foregoing shall apply accordingly to SurveyMonkey’s liability to the Customer for futile expenses. The Customer and each End User is obliged to take adequate measures to avert and reduce damages."
Liability Provisions. Where bidders are required to enter or go onto Chatham County property to take measurements or gather other information in order to prepare the bid or proposal as requested by the County, the bidder shall be liable for any injury, damage or loss occasioned by negligence of the bidder, his agent, or any person the bidder has designated to prepare the bid and shall indemnify and hold harmless Chatham County from any liability arising therefrom. The contract document specifies the liability provisions required of the successful bidder in order to be awarded a contract with Chatham County.
Liability Provisions. Sections 11.2 (Exclusion of Certain Liability) and 11.3 (Limitation of Liability) do not apply and are replaced with the following: “SurveyMonkey’s liability to you for damages caused by slight negligence will, irrespective of its legal ground, be limited as follows: (a) SurveyMonkey will be liable up to the amount of foreseeable damages typical for this type of contract for a breach of material contractual obligations; and (b) SurveyMonkey will not be liable for a breach of any non-material contractual obligations nor for the slightly negligent breach of any other applicable duty of care. The above limitations of liability, as well as any other limitations of liability contained in these Terms, will not apply to any mandatory statutory liability, in particular to liability under the German Product Liability Act (Produkthaftungsgesetz), and liability for culpably caused personal injuries. Additionally, such limitations of liability will not apply if and to the extent that SurveyMonkey has assumed a specific guarantee. The above will apply accordingly to SurveyMonkey’s liability to you for futile expenses. You are obliged to take adequate measures to avert and reduce damages.” Japan JP1. Privacy Disclosures. You agree that you are responsible for notifying the respondents of any surveys that you create through the Services about how SurveyMonkey may use the respondents’ survey responses and personal data as described in the Privacy Policy (▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/mp/legal/privacy-policy/) and obtaining a prior consent for disclosing personal data to SurveyMonkey from the respondents of your surveys.
Liability Provisions. (a) Notwithstanding any provision of the Main Agreement or this Schedule D, neither party shall be liable under this Schedule D under any theory of tort, contract, strict liability or other legal or equitable theory for lost profits, for exemplary, punitive, special, incidental, indirect or consequential damages, or for any other damages which are not direct damages regardless of whether such damages were or should have been foreseeable and regardless of whether any entity has been advised of the possibility of such damages, all and each of which damages is hereby excluded by agreement of the parties.
(b) In the event of a material breach of this Schedule D by BNYM with respect to the operation of a particular Component System, Company’s sole and exclusive termination remedy shall be to terminate the Licensed Rights granted by this Schedule D to the particular Component System with respect to which the material breach occurred by complying with the notice and cure period provisions in the Main Agreement applicable to a material breach of the Agreement, but the Company shall not be entitled to terminate any other provision of the Agreement or the Licensed Rights with respect to any other Component System. For purposes of clarification: The foregoing sentence is not intended to restrict, modify or abrogate any remedy available to a Company under another provision of the Agreement for a breach of Schedule D by BNYM other than the termination remedy.