Limitation of Liability: Disclaimer of Warranty Clause Samples

Limitation of Liability: Disclaimer of Warranty. IN NO EVENT SHALL COMPANY BE LIABLE TO PUBLISHER OR TO ANY THIRD PARTY (INCLUDING, WITHOUT LIMITATION, ANY CUSTOMERS OBTAINED THROUGH PUBLISHER’S MARKETING EFFORTS) FOR ANY DAMAGES OF ANY KIND ARISING FROM PUBLISHER’S USE OF THE NETWORK AND/OR ITS DISPLAY OF ANY CREATIVE CONTENT ON PUBLISHER WEBSITES, INCLUDING, BUT NOT LIMITED TO, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY AND/OR CONSEQUENTIAL DAMAGES, EVEN IF COMPANY HAS BEEN ADVISED IN WRITING OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY’S MAXIMUM AGGREGATE LIABILITY TO PUBLISHER AND/OR TO ANY THIRD PARTY UNDER ALL CIRCUMSTANCES SHALL BE THREE HUNDRED DOLLARS ($300). REGARDLESS OF ANY LAW TO THE CONTRARY, NO ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT AGAINST COMPANY MORE THAN ONE (1) YEAR AFTER THE DATE UPON WHICH THE CLAIM AROSE. PUBLISHER AGREES THAT THIS LIMITATION OF DAMAGES IS FAIR AND REASONABLE. THE NEGATION OF DAMAGES SET FORTH HEREIN IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN COMPANY AND PUBLISHER. THE NETWORK AND ALL CREATIVE CONTENT WOULD NOT BE PROVIDED TO PUBLISHER WITHOUT SUCH LIMITATIONS. COMPANY MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO ANY RESULTS OBTAINABLE THROUGH THE PROGRAM. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY PUBLISHER FROM COMPANY AND/OR ANY ADVERTISER BY AND THROUGH THE NETWORK SHALL CREATE ANY WARRANTY, REPRESENTATION AND/OR GUARANTEE NOT EXPRESSLY STATED WITHIN THIS AGREEMENT. SOME STATES LIMIT THE ABILITY TO DISCLAIM ALL WARRANTIES, SO THIS SECTION OR SOME PORTIONS OF IT MAY NOT APPLY. DUE TO THE NATURE OF INTERNET AVAILABILITY AND ACCESSIBILITY, COMPANY CANNOT GUARANTEE THAT THERE WILL BE NO DOWNTIME OR OTHER INTERRUPTIONS IN SERVICE REGARDING THE PROGRAM. WITHOUT LIMITING THE FOREGOING, THE PROGRAM AND BY EXTENSION, THE NETWORK AND ALL CREATIVE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY OF ANY KIND. COMPANY MAKES NO WARRANTIES WHATSOEVER, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF TITLE, NON- INFRINGEMENT OF INTELLECTUAL PROPERTY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. COMPANY HAS NO LIABILITY WHATSOEVER TO PUBLISHER OR TO ANY THIRD PARTY, FOR PUBLISHER’S USE OF OR INABILITY TO USE THE NETWORK AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, THAT PUBLISHER’S USE OF THE NETWORK WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY OF THE CREATIVE CONTENT WILL BE AVAILABLE TO PUBLISHER....

Limitation of Liability: Disclaimer of Warranty. A. UNLESS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, THE PARTIES' LIABILITY FOR DAMAGES IS LIMITED TO DIRECT, ACTUAL DAMAGES ONLY AND NEITHER PARTY SHALL BE LIABLE FOR SPECIFIC PERFORMANCE, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, OR SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, IN TORT, CONTRACT OR OTHERWISE, OF ANY KIND, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE PERFORMANCE, THE SUSPENSION OF PERFORMANCE, THE FAILURE TO PERFORM, OR THE TERMINATION OF THIS AGREEMENT. B. OPERATOR WILL NOT BE LIABLE TO CUSTOMER FOR CHEMICAL DETERIORATION OF CRUDE OIL CAUSED BY STAGNANT STORAGE OR NORMAL EVAPORATION. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, OPERATOR MAKES NO REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability: Disclaimer of Warranty. Customer hereby acknowledges that it has inspected the Equipment, found it in good working order and accepted delivery of it as is. PC SHALL NOT BE LIABLE TO CUSTOMER FOR, AND CUSTOMER HEREBY WAIVES AND AGREES NOT TO ASSERT, ANY CLAIMS FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES AND ANY CLAIMS, DEMANDS, OR LIABILITIES FOR PROPERTY DAMAGE OR PERSONAL INJURY,

Limitation of Liability: Disclaimer of Warranty. A. EXCEPT WITH RESPECT TO CLAIMS MADE BY THIRD PARTIES FOR WHICH A PARTY MUST INDEMNIFY THE OTHER PARTY PURSUANT TO SECTION 9 ABOVE, OR UNLESS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, THE PARTIES’ LIABILITY FOR DAMAGES IS LIMITED TO DIRECT, ACTUAL DAMAGES ONLY AND NEITHER PARTY SHALL BE LIABLE FOR SPECIFIC PERFORMANCE, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, OR SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, IN TORT, CONTRACT OR OTHERWISE, OF ANY KIND, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE PERFORMANCE, THE SUSPENSION OF PERFORMANCE, THE FAILURE TO PERFORM, OR THE TERMINATION OF THIS AGREEMENT. B. Title to Crude Oil will not pass to Operator, and Operator will not be liable as an insurer of Crude Oil. Operator will not be liable to Customer for chemical deterioration of Crude Oil caused by stagnant storage or normal evaporation. except as expressly provided in this Agreement, Operator makes no representations or warranties, express or implied, including any implied warranty of merchantability or fitness for a particular purpose.

Limitation of Liability: Disclaimer of Warranty. 13.1 PARTNERWEEKLY’S SERVICE IS PROVIDED ON AN AS IS BASIS AND PARTNERWEEKLY MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PUBLISHER PROGRAM, ANY OF ITS PRODUCTS OR SERVICES, POSTINGS (INCLUDING ANY CREATIVE), ADVERTISER PRODUCTS OR SERVICES, OR ANY OF PARTNERWEEKLY’S SITES (INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING OR TRADE USAGE). IN ADDITION, PARTNERWEEKLY MAKES NO REPRESENTATION OR WARRANTY THAT THE OPERATION OF ITS SITES OR ORDERING PAGES WILL BE UNINTERRUPTED OR ERROR-FREE, AND PARTNERWEEKLY WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

Limitation of Liability: Disclaimer of Warranty. The warranty applicable to the Software/Right to Use shall be as set forth in the Agreement and as may be further specified by Actility from time to time: (the “Warranty Statement”). Nothing in this Agreement shall give rise to any obligation to support the Software. Support services may be purchased separately. Any such support shall be governed by a separate, written support services agreement. Either party ’s cumulative and aggregate liability arising out of this agreement shall be limited to the greater of the amount paid by Customer for Actility Software License (as such term is defined in this agreement) for the year preceding the claim or €50,000. To the maximum extent permitted by applicable law, and notwithstanding anything to the contrary contained in this agreement, in no event shall either party have any liability or obligation whatsoever for any lost profits, loss of data or costs of procurement of substitute goods or services, or for any special, incidental, indirect, exemplary, or consequential damages arising out of or under this agreement or any transaction contemplated hereunder, whether arising by contract, tort or, under any other theory of liability, including, without limitation, those resulting from the use of product purchased hereunder, or the failure of products or services to perform, or for any other reason, even if either party is informed in advance of the possibility of such damages occurring. These limitations shall apply notwithstanding the failure of the essential purpose of any limited remedy. This section will not exclude any liability for damages that cannot be excluded by applicable law, provided that to the maximum extent permitted by applicable law any such damages will be subject to the total aggregate liability limit set forth in this section above. Actility cannot be held liable for any delay or failure to perform the obligations in case of non-coverage of the network, outage related to the card or default in the installation of the card, geolocation failure, error made by the product during the transmission of the instruction, failure during the connection of the product to the network, misfunctioning related to act of non-authorized third party or any cause out of the control of Actility when the default is caused by the compliance of the product with compulsory legislative or regulatory rules (“ordre public”)

Limitation of Liability: Disclaimer of Warranty. 13.1 General Limitation of Liability Except as expressly set forth in Section 13.2 and Section 13.3 of this Agreement and except for IBM’s obligation to provide Vendor Payments as described in Section 6.2 of this Agreement, to the maximum extent allowed by applicable law, neither party’s total liability per incident for any damages under this Agreement will exceed the total Product Fees that IBM billed to IBM Clients for the 12-month period preceding the incident giving rise to the related claim. These limits apply collectively to each party and each party’s Affiliates and contractors. Neither party will be liable to the other for special, incidental, exemplary, indirect, or economic consequential damages, or lost profits, loss of data, business, value, revenue, goodwill, or anticipated savings. VENDOR UNDERSTANDS AND AGREES IBM HAS NO LIABILITY TO VENDOR FOR MISUSE BY IBM CLIENTS OF PRODUCTS THAT ARE MADE AVAILABLE ON A DIGITAL PLATFORM. 13.2 Limitation of Liability for Privacy and Security Obligations Notwithstanding the limitations set forth in Section 13.1 of this Agreement, and subject to Section 13.3 below, Vendor’s total liability for any damages arising out of the Privacy and Security Terms Details Attachment is limited to the greater of i) $6 ,000,000 (six million dollars) or ii) three times the total Product fees that IBM billed to IBM Clients (as such terms are defined in the Agreement) for the 12-month period preceding the incident giving rise to the related claim. 13.3 Damages Excluded from Limitation of Liability The following amounts, if a party is legally liable for them, are not subject to the above limitations or disclaimers: i) amounts arising from Vendor’s obligations under Section 12; ii) damages for bodily injury (including death); iii) damages to real property and tangible personal property; iv) costs, expenses, damages and other amounts arising out of Vendor’s gross negligence or willful misconduct; and v) damages that cannot be limited under applicable law.

Limitation of Liability: Disclaimer of Warranty