Limitations of Liability and Remedies Clause Samples

Limitations of Liability and Remedies. In addition to any condition, warranty, guarantee, right or remedy the Customer may have at law (including a consumer guarantee under the Australian Consumer Law), under this Agreement, HP warrants replacement parts provided to maintain hardware products serviced hereunder against defects in materials and workmanship for 90 days after return of the product to Customer. If HP receives notice of defective replacement parts during the term of this Agreement, HP will repair or replace the replacement parts that prove to be defective. Goods presented for repair may be replaced by refurbished goods of the same type rather than being repaired. Refurbished parts may be used to repair the goods. Save for any

Limitations of Liability and Remedies is intended to limit (a) damages associated with either Party’s gross negligence or willful misconduct (including fraud and fraudulent misrepresentation), and/or (b) Seller’s indemnity obligations set forth in Article 17 (Intellectual Property Rights Remedies and Obligations). [***] The remedies provided to Customer in the Agreement are Customer’s only remedies. Customer acknowledges and agrees that Seller has set its price and entered into this Agreement in reliance upon the disclaimer of warranty and the limitation of liability set forth herein, that the same reflect an acceptable allocation of risk between the Parties (including the risk that a contract remedy may fail of its essential purpose and cause consequential loss), and that the same form an essential basis of the bargain between the Parties.

Limitations of Liability and Remedies. For any material breach of this Agreement by HP, Customer's remedy and HP's liability will be limited to a refund of price paid for this Agreement for the products at issue. HP will not be liable for performance delays or for nonperformance due to causes beyond its reasonable control, including when product or parts are not available. To the extent HP is held legally liable to Customer, HP's liability is limited to damages for bodily injury and damages to tangible property up to the limit of $300,000 (U.S.) and other direct damages for any claim based on a material breach of support services, up to a maximum of the support charges paid by Customer for this Agreement for the products at issue. THE REMEDIES PROVIDED IN THIS AGREEMENT ARE CUSTOMER'S SOLE AND EXCLUSIVE REMEDIES. EXCEPT AS INDICATED ABOVE, IN NO EVENT WILL HP, ITS AFFILIATES, ITS SUBCONTRACTORS, OR SUPPLIERS BE LIABLE FOR LOSS OF DATA OR FOR DIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL (INCLUDING DOWNTIME COSTS OR LOST PROFIT), OR OTHER DAMAGE WHETHER BASED IN CONTRACT, TORT, OR OTHERWISE.

Limitations of Liability and Remedies. EXCEPT PURSUANT TO THE INDEMNITY OBLIGATIONS OF SECTION 9, OR FOR A MATERIAL BREACH OF A PARTY’S OBLIGATIONS UNDER SECTIONS 12 OR 13, OR FOR INFRINGEMENT OR MISUSE OF INTELLECTUAL PROPERTY RIGHTS OF A PARTY HEREUNDER, (A) NO PARTY, NOR ITS AFFILIATES NOR EMPLOYEES, OFFICERS, REPRESENTATIVES NOR AGENTS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, COSTS, OR LIABILITIES ARISING FROM THE SUBJECT MATTER OF THIS AGREEMENT, REGARDLESS OF THE TYPE OF CLAIM AND EVEN IF THAT PARTY OR AFFILIATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS; AND (B) DAMAGES IN CONNECTION WITH CLAIMS UNDER THIS AGREEMENT SHALL BE LIMITED TO ($1,000,000) ONE MILLION DOLLARS.

Limitations of Liability and Remedies. IN NO EVENT SHALL HELENA, ITS LICENSORS, AGENTS, OR SUPPLIERS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY REASON WHATSOEVER. UNDER NO CIRCUMSTANCES OR THEORIES, INCLUDING NEGLIGENCE OR BREACH OF CONTRACT, WILL HELENA OR ITS LICENSORS, AGENTS, OR SUPPLIERS BE LIABLE TO CUSTOMER OR TO ANY THIRD PERSON FOR ANY LOST PROFITS, BUSINESS OR GOODWILL, OR FOR ANY EXEMPLARY, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHATSOEVER, THAT ARE IN ANY WAY RELATED TO, OR ARISE OUT OF, THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, TO OR OUT OF ANY PERFORMANCE OR NONPERFORMANCE BY ▇▇▇▇▇▇, LOSS OF INFORMATION, POOR CROP PERFORMANCE, LOW YIELDS, OR LOW CROP REVENUES, OR CUSTOMER’S USE OR INABILITY TO USE THE SERVICES FOR ANY REASON AND FOR ANY PURPOSE WHATSOEVER, EVEN IF ▇▇▇▇▇▇ KNEW, OR SHOULD HAVE KNOWN, OF THE POSSIBILITY OF ANY OF THOSE DAMAGES. WITHOUT LIMITING THE FOREGOING, IN THE EVENT OF ANY ERROR OR OMISSION ON THE PART OF ▇▇▇▇▇▇ WHICH IS CORRECTABLE BY THE REPROCESSING OF INFORMATION, HELENA MAY, IF NOTIFIED IN WRITING BY CUSTOMER AS PROVIDED IN THIS AGREEMENT, REPROCESS SUCH INFORMATION WITH THE COOPERATION OF CUSTOMER (AT NO CHARGE TO CUSTOMER), AND SUCH REPROCESSING SHALL BE IN THE FULL AND COMPLETE SATISFACTION OF ALL OF CUSTOMER’S CLAIMS WITH RESPECT TO THE ERROR OR OMISSION IN QUESTION.

Limitations of Liability and Remedies. Except as such damages that may arise out of an indemnification obligation, gross negligence or willful misconduct, in no event, whether as a result of breach of contract, warranty, tort (including, without limitation, negligence), duty of good faith and/or honest performance, strict liability, or otherwise, shall: (a) either party and/or their Affiliates, or their respective employees, officers, directors, suppliers or subcontractors be liable for any indirect, special, consequential, incidental or punitive damages, * Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [*]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. including, but not limited to: loss of profit or revenues; loss of use of the Product or any other Deliverable or any associated equipment; damage to associated equipment or affected products, components or materials; cost of capital; cost of substitute products, facilities, services or replacement equipment; down time costs; or claims of Customer's customers or contract manufacturer for such damages; and (b) either party’s liability to the other party for any loss or damage arising out of, connected with, or resulting from the Agreement, performance or breach of the Agreement, or the Deliverables and/or Services covered by or furnished under the Agreement, exceed [*]. Seller assumes and relies upon the accuracy and completeness of any and all specifications and other information provided by Customer and/or its agents from time to time and expressly disclaims any responsibility whatsoever for any incompleteness thereof, or inaccuracies contained therein. If Seller provides any information, advice, assistance or item to Customer in relation to the Services and/or Deliverables, or any system or equipment to be used with or which relate to the Services and/or Deliverables or otherwise related to the business of Customer, and which is not required to be provided by Seller pursuant to the Agreement, the furnishing of such information, advice, assistance or item will not subject Seller to any liability, whether in contract, warranty, indemnity, tort (including, without limitation, negligence), strict liability, or otherwise, unless such information, advice, assistance or item is provided by Seller in connection with another written agreement entered into b...

Limitations of Liability and Remedies. 18.1 (a) Either Party, its Affiliates, or any of their respective officers, directors, employees, suppliers or subcontractors be liable for any indirect, special, consequential, incidental, remote damages or liabilities, including any damages or liabilities that are not reasonably foreseeable in nature, loss of profit or revenues, loss of opportunity, loss of productivity, non-operation or increased expense of operation, anticipated savings, loss of use of the product or any other deliverable or any associated equipment, damage to associated equipment or affected products, components or materials, loss of use revenue, cost of substitute products, facilities, services or replacement equipment, replacement cost of powers or utilities, wastage or damage to customer’s end products. (b) Seller’s liability to the Customer for any loss or damage arising out of, connected with or resulting from the Agreement, Seller’s performance or non-performance or breach of the Agreement or the Deliverables supplied under the Agreement exceed [***]. Any such liability shall terminate upon the expiration of the applicable warranty period specified in the Agreement.

Limitations of Liability and Remedies. LICENSOR WILL HAVE NO LIABILITY TO YOU, YOUR CLIENTS, OR TO ANY OTHER THIRD PARTIES IN CONNECTION WITH ANY USE OF THE FORMS IN ANY MANNER WHATSOEVER. IN NO EVENT SHALL LICENSOR BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS RESULTING FROM BUSINESS DISRUPTION, LOSS OF DATA, LOST PROFITS, LOST GOODWILL OR DAMAGES TO YOUR SYSTEMS OR DATA, WHETHER YOUR CLAIMS ARISE UNDER CONTRACT OR STATUTE, OR ARE BASED UPON A CLAIM OF STRICT LIABILITY, NEGLIGENCE OR SOME OTHER TORT CLAIM, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY THEREOF.

Limitations of Liability and Remedies. 8.1 If data is processed in error due to an error or defects in the services provided by SA, then upon SA receiving notice of such error or defect, SA shall reprocess such data without charge to HCM. This provision includes errors to single or multiple policies affected by such errors. 8.2 SA shall indemnify, protect, defend and hold HCM, its officers, directors, shareholders and employees harmless from and against any and all losses, damages, liabilities, fines, settlements, penalties and judgments (including reasonable costs and attorney’s fees) (herein “Damages”) arising out of or resulting from the negligent, willful or intentional acts of SA performed in connection with this Agreement or arising from a breach of this Agreement by SA. 8.3 HCM shall indemnify, protect, defend and hold SA, its officers, directors, shareholders and employees harmless from and against any and all losses, damages, liabilities, fines, settlements, penalties and judgments (including reasonable costs and attorney’s fees) (herein “Damages”) arising out of or resulting from the negligent, willful or intentional acts of HCM performed in connection with this Agreement or arising from a breach of this Agreement by HCM.