Limitation of Remedies and Damages Clause Samples

Limitation of Remedies and Damages. 8.1 Liability Cap. EXCEPT WITH RESPECT TO: (A) EITHER PARTY'S OBLIGATIONS UNDER SECTION 9 8.2 EXCEPT FOR CUSTOMER’S INFRINGEMENT OF SYSDIG’S INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT SHALL EITHER PARTY, OR SYSDIG’S AFFILIATES OR ITS LICENSORS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOSS OF USE, BUSINESS INTERRUPTIONS, LOSS OF DATA, REVENUE, GOODWILL, PRODUCTION, ANTICIPATED SAVINGS, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN CONNECTION WITH OR ARISING OUT OF THE PERFORMANCE OF OR FAILURE TO PERFORM THIS AGREEMENT, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE, EVEN OF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 8.3 Limitations Fair and Reasonable. EACH PARTY ACKNOWLEDGES THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 8 REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES UNDER THIS AGREEMENT, AND THAT IN THE ABSENCE OF SUCH LIMITATIONS OF LIABILITY, THE ECONOMIC TERMS OF THIS AGREEMENT WOULD BE SIGNIFICANTLY DIFFERENT.

Limitation of Remedies and Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER 2RING NOR ITS SUPPLIERS SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS OR CONDITIONS RELATED THERETO UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY (A) FOR LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, OR (B) FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF REVENUES, LOSS OF PROFITS, OR INTERRUPTION OF BUSINESS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, 2RING’S AGGREGATE CUMULATIVE LIABILITY HEREUNDER SHALL NOT EXCEED THE AMOUNT PAID TO 2RING FOR THE SPECIFIC 2RING PRODUCT THAT GAVE RISE TO THE LIABILITY IN THE PRECEDING TWELVE (12) MONTHS. END USER HAS NO EXPECTATION OF RECEIVING ANY SERVICES FOR THE 2RING PRODUCT FROM 2RING’S AFFILIATES, SUPPLIERS, OR AUTHORIZED RESELLERS. 2RING’S AFFILIATES, SUPPLIERS, AND AUTHORIZED RESELLERS, SHALL HAVE NO LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT.

Limitation of Remedies and Damages. Seller’s liability and ▇▇▇▇▇’s sole and exclusive remedy hereunder will be limited to repair, replacement or credit, at Seller’s option, with respect to Articles found by Seller in its sole discretion to be defective and returned to Seller at Buyer’s expense within 30 days after ▇▇▇▇▇’s receipt of such Articles. No Articles may be returned without Seller’s express written preauthorization. Seller shall not be liable for a breach of warranty if: (a) the defect arises because Buyer fails to follow Seller’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Articles; (b) Buyer alters or repairs the Articles without the prior written consent of Seller; or (c) Articles become defective or inoperative due to normal use, accident, misapplication, abuse or misuse. SELLER WILL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION ANY LOST PROFITS, COSTS OF SUBSTITUTE ARTICLES, MACHINE WORK OR LABOR COSTS, ARISING FROM THE SALE, USE OR INSTALLATION OF ARTICLES, FROM ARTICLES BEING INCORPORATED INTO OR BECOMING A COMPONENT OF ANOTHER ARTICLE, OR FROM ANY OTHER CAUSE WHATSOEVER, WHETHER BASED ON WARRANTY (EXPRESSED OR IMPLIED) OR OTHERWISE BASED ON CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY, AND REGARDLESS OF ANY ADVICE OR REPRESENTATIONS THAT MAY HAVE BEEN RENDERED BY SELLER CONCERNING THE SALE, USE OR INSTALLATION OF ARTICLES, EVEN IF SELLER IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL OF THE AMOUNTS PAID TO SELLER BY BUYER FOR THE ARTICLES WITHIN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO BUYER’S CLAIM. THE LIMITATIONS SET FORTH HEREIN SHALL BE VALID AND ENFORCEABLE NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF THE LIMITED REMEDY SET FORTH HEREIN.

Limitation of Remedies and Damages. Your remedy for a breach of this Agreement or of any warranty included in this Agreement is the correction or replacement of the Software Product. Selection of whether to correct or replace shall be solely at the discretion of Battle Axe. Battle Axe reserves the right to substitute a functionally equivalent copy of the Software Product as a replacement. If Battle Axe is unable to provide a replacement or substitute Software Product or correction to the Software Product, your sole alternate remedy shall be a refund of the purchase price of the Software Product. Any claim must be made within the applicable warranty period. All warranties cover only defects arising under normal use and do not include malfunctions or failure resulting from misuse, abuse, neglect, alteration, problems with electrical power, acts of nature, unusual temperatures, or humidity, improper installation, or damage determined by Battle Axe to have been caused by you. All warranties of the Software Product are granted only to you and are non-transferable. You agree to indemnify and hold Battle Axe harmless from all claims, judgments, liabilities, expenses, or costs arising from your breach of this Agreement and/or acts or omissions

Limitation of Remedies and Damages. UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL FMI, OR ITS LICENSORS BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF FMI, ITS LICENSORS OR AN AUTHORIZED REPRESENTATIVE OF FMI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO LICENSEE. In no event shall FMI’s or its licensors’ total liability for all damages, losses, and causes of action (whether in contract, tort (including negligence) or otherwise) exceed the amount paid under this Agreement. The parties agree that this limitation of remedies and damages provision shall be enforced independently of and survive the failure of essential purpose of any warranty remedy. THE ABOVE LIMITATION WILL NOT APPLY IN CASE OF PERSONAL INJURY WHERE AND TO THE EXTENT THAT APPLICABLE LAW REQUIRES SUCH LIABILITY.

Limitation of Remedies and Damages. (a) Except in the case of OneStream’s gross negligence, willful misconduct, fraud, obligation under Section 12 (Intellectual Property Indemnity), or breach of an obligation under Section 13 (Confidentiality), regardless of the basis of recovery claimed, (i) ONESTREAM’S AGGREGATE LIABILITY WITH RESPECT TO THE SUBJECT MATTER OF THE AGREEMENT WILL BE LIMITED TO THE AMOUNT PAID BY CUSTOMER FOR LAST 12 MONTHS OF SUBSCRIPTION FEES (OR, IF 12 MONTHS HAVE NOT BY THEN PASSED, THE AMOUNT THAT WOULD HAVE BEEN PAYABLE HAD THE TERM OF THE AGREEMENT RUN 12 MONTHS); and (ii) ONESTREAM WILL NOT BE LIABLE FOR LOSS OF, OR DAMAGE, TO RECORDS OR DATA, FOR SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS. (b) The limitations in this Section 16 apply notwithstanding that OneStream knows, or has reason to know, of the possibility of any particular kind of damages or that such limitations cause a remedy to fail of its essential purpose.

Limitation of Remedies and Damages. 8.1 NEITHER PARTY SHALL BE LIABLE FOR ANY LOSS OF USE, LOST DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. 8.2 NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NT’S AND ITS SUPPLIERS’ ENTIRE LIABILITY TO CUSTOMER SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER TO NT UNDER THIS AGREEMENT. 8.3 THIS SECTION 8 SHALL NOT APPLY TO CUSTOMER WITH RESPECT TO ANY CLAIM ARISING UNDER THE SECTIONS TITLED “GRANT OF LICENSE,” “LICENSE RESTRICTIONS” OR “CONFIDENTIAL INFORMATION”. 8.4 The parties agree that the limitations specified in this Section 8 will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.

Limitation of Remedies and Damages. COMPANY SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY (A) FOR LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, OR (B) FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF REVENUES AND LOSS OF PROFITS. COMPANY SHALL NOT BE RESPONSIBLE FOR ANY MATTER BEYOND ITS REASONABLE CONTROL.

Limitation of Remedies and Damages. IN NO EVENT WILL LICENSOR, ITS SUBSIDIARIES OR ANY OF THE LICENSORS, DIRECTORS, OFFICERS, EMPLOYEES OR AFFILIATES OF ANY OF THE FOREGOING BE LIABLE TO LICENSEE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND THE LIKE), WHETHER FORESEEABLE OR UNFORESEEABLE, OR FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES, REGARDLESS OF THE BASIS OF THE CLAIM AND EVEN IF LICENSOR OR LICENSOR'S REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. LICENSOR'S CUMULATIVE LIABILITY FOR DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL BE LIMITED TO NO GREATER THAN THE AMOUNT OF MONEY PAID TO LICENSOR FOR THE SOFTWARE THAT CAUSED THE DAMAGES. NO ACTION MAY BE BROUGHT AGAINST LICENSOR LATER THAN ONE YEAR FROM THE TERMINATION OF THIS AGREEMENT -------------------------------------------------------------------------------- 5 -------------------------------------------------------------------------------- This Agreement made as of this 21st day of April 2003 Signed: ▇▇▇▇▇▇▇ NETWORX INC. ▇▇▇▇▇▇▇ PUBLICATIONS LTD. /s/ /s/ ------------------- ------------------- ------------------- ------------------- TITLE TITLE ---------------- ---------------- DATE DATE -------------------------------------------------------------------------------- 6 -------------------------------------------------------------------------------- SCHEDULE A IMPLEMENTATION AND LICENSE FEES