Limited Warranty and Indemnification Sample Clauses

Limited Warranty and Indemnification. (a) BlueSnap warrants to Merchant that the Customizations will be performed in a professional and workmanlike manner. If, within ten (10) days after the completion of any defined portion or segment of the Customizations, Merchant notifies BlueSnap that such portion or segment of the Customizations was not performed in conformance with such warranty, BlueSnap will re-perform or correct such portion or segment of the Customizations so that it conforms to such warranty. The foregoing states BlueSnap’s sole liability and Xxxxxxxx’s sole remedy in the event of a breach of this Section.
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Limited Warranty and Indemnification. We promise to operate within these levels of quality concerning Data with indemnity ATPCO WILL USE COMMERCIALLY REASONABLE EFFORTS TO ENSURE THAT DATA SUPPLIED BY PARTICIPANT OR A THIRD PARTY OR SOURCED DIRECTLY BY ATPCO IS PROMPTLY AND ACCURATELY INCORPORATED INTO ATPCO’S DATA BASE AND MADE AVAILABLE FOR DISTRIBUTION IN ACCORDANCE WITH THE APPROPRIATE INDUSTRY, BILATERAL, OR MULTILATERAL AGREEMENT AND PARTICIPANT’S WRITTEN INSTRUCTIONS; HOWEVER, ATPCO CANNOT AND DOES NOT WARRANT THE TIMELINESS, ACCURACY, OR COMPLETENESS OF THE DATA OR ITS SUBSEQUENT DISTRIBUTION, NOR CAN IT ASSUME ANY LIABILITY FOR DAMAGES, CONSEQUENTIAL OR OTHERWISE, RESULTING FROM ANY DELAY IN, OR ERROR, OR OMISSION MADE IN THE COURSE OF THE INCORPORATION OR DISTRIBUTION OF THE DATA OR MADE IN THE COURSE OF PROCESSING TRANSACTIONS. PARTICIPANT SHALL INDEMNIFY AND HOLD ATPCO, ITS OFFICERS, DIRECTORS, EMPLOYEES AND REPRESENTATIVES, INCLUDING ATTORNEYS, HARMLESS FROM ALL CLAIMS OR SUITS, BY WHOMSOEVER BROUGHT (INCLUDING WITHOUT LIMITATION, ALL FEES ASSOCIATED WITH THE DEFENSE OF ANY SUCH CLAIM OR SUIT INCLUDING, WITHOUT LIMITATION, ATTORNEY’S FEES AND EXPENSES AND EXPERT WITNESS FEES AND EXPENSES) ARISING FROM THE USE OF THE DATA OR TRANSACTIONS BY PARTICIPANT, BY ANY OF PARTICIPANT’S VENDORS OR BY ANY THIRD-PARTY RECEIVING THE DATA. This is our promise and indemnity for our Software Applications ATPCO will use commercially reasonable efforts to ensure that the Software Applications will operate error free. Notwithstanding the foregoing, ATPCO cannot and does not assume any liability for consequential damages resulting from Participant’s use of the Software Applications. THE SOFTWARE APPLICATIONS ARE PROVIDED “AS IS,” AND ATPCO MAKES NO (AND HEREBY DISCLAIMS ALL) REPRESENTATIONS WARRANTIES, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. ALL LIABILITY OF ATPCO, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS COLLECTIVELY, TO PARTICIPANT, WHETHER BASED IN WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE ATPCO COMMUNITY PARTICIPATION FEE PAID BY PARTICIPANT DURING THE MONTH THE INCIDENT GIVING RISE TO THE CLAIM. This limitation of liability for the Software Applications is cumulative and not per incident. Nothing in these terms and conditions limits or excludes any liability that cannot...
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Limited Warranty and Indemnification. 18.1. In the event that the PRODUCTS do not conform to the Specifications and such failure does not result from the fault, negligence or wilful misconduct of FIOCRUZ or any of its Affiliates or their directors, officers, agents or employees, CHEMBIO shall replace them immediately upon written request by FIOCRUZ, as set forth in Section 8.4 above. In the event that there is a disagreement between the Parties as to the conformity of the PRODUCTS to the Specifications, a neutral third Person, mutually agreed upon, shall test the PRODUCTS. The Party whose assertion as to the conformity or non-conformity of the PRODUCTS is not confirmed by such neutral review shall bear the costs of carrying out such review. FIOCRUZ shall return the non-conforming PRODUCTS at its own cost, unless it is determined that the non-conforming PRODUCTS do not meet Specifications. In such event, in addition to replacing the non-conforming PRODUCTS, CHEMBIO will reimburse FIOCRUZ for the costs of returning the non-conforming PRODUCTS.
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Limited Warranty and Indemnification. 3.1 You agree, at your own expense, to indemnify, defend and hold harmless Statista, its suppliers, agents, directors, officers, employees, representatives, successors, and assigns from and against any and all loss, damage and expense, including reasonable attorney’s fees, and amounts paid in settlement arising from any and all third party claims that: (i) arise out of your use of the Online Services in violation of this Agreement; (ii) violate or breach this Agreement and in turn infringes such party’s intellectual property rights. You shall have the right, at your expense, to assume the exclusive defense and control of any such matter and Statista will fully cooperate with you in asserting any available defense. This indemnification is contingent on Statista providing prompt notice to you of any such third party claim and shall not apply if the claim stems from any negligence, willful misconduct, or breach of this Agreement by Statista.
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Limited Warranty and Indemnification. 8.1. THIS OPTION AND THE ASSOCIATED PATENT RIGHTS ARE WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED. LAB AND DOE MAKE NO REPRESENTATION OR WARRANTY THAT LICENSED PRODUCTS WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT. IN NO EVENT WILL LAB OR DOE BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM EXERCISE OF THIS OPTION OR THE USE OF INVENTIONS AND TECHNOLOGY COVERED BY PATENT RIGHTS.
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Limited Warranty and Indemnification x. Xxxxx warrants that they have the lawful right to grant this license.
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Limited Warranty and Indemnification. 12.1. If CUSTOMER is not satisfied with any GOODS from COMPANY, they should immediately contact COMPANY or a MANUFACTURER REPRESENTATIVE.
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Limited Warranty and Indemnification. 8.1 Limited Warranty. (a) deleted.
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Limited Warranty and Indemnification 
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Related to Limited Warranty and Indemnification

  • Warranty and Indemnification Executive warrants that Executive is not a party to any restrictive agreement limiting Executive’s activities in his employment by the Company. Executive further warrants that at the time of the signing of this Agreement, Executive knows of no written or oral contract or of any other impediment that would inhibit or prohibit employment with the Company, and that Executive will not knowingly use any trade secret, confidential information, or other intellectual property right of any other party in the performance of Executive’s duties hereunder. Executive shall hold the Company harmless from any and all suits and claims arising out of any breach of such restrictive agreement or contracts.

  • Liability and Indemnification A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Sub-Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein.

  • Limitation of Liability and Indemnification State Street shall be held to a standard of reasonable care in carrying out its duties under this Agreement. State Street shall be responsible for the performance of only such duties as are set forth in this Agreement and, except as otherwise provided under Section XVI, shall have no responsibility for the actions or activities of any other party, including other service providers. State Street shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless caused by or resulting from the negligence, reckless misconduct, willful malfeasance or lack of good faith of State Street, its officers or employees and, in such event, such liability will be subject to the limitations set forth in Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless of the form of action, whether in contract (including negligence), strict liability, or otherwise and regardless of whether such damages are foreseeable. The Trust, or, if applicable, the relevant Portfolio, will indemnify and hold harmless State Street and its stockholders, directors, officers, employees, agents, and representatives (collectively, the “Trust Indemnified Persons”) for, and will pay to the Trust Indemnified Persons the amount of, any actual and direct damages, whether or not involving a third-party claim (collectively, the “Damages”), arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations of this Agreement, (ii) any act or omission by the Trust (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to State Street or any other Trust Indemnified Person. State Street will indemnify and hold harmless the Trust, and its respective shareholders, trustees, directors, officers, agents, and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person. The indemnification and limitation of liability contained herein shall survive the termination of this Agreement.

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