Common use of Liability Clause in Contracts

Liability. 11.1 If the CEA does not comply with all or part of its obligations under this Agreement, the Licensee shall have the possibility, subject to proving the commission of a breach by the CEA, of seeking damages for any direct damages the Licensee can prove it has incurred. In such case, the CEA’s maximum liability may under no circumstance exceed one third of the flat fee set in Section 7.1 of the Agreement. 11.2 The CEA’s liability cannot be incurred by reason of (i) damages arising out of the non-performance, in full or in part, of its obligations by the Licensee, or (ii) indirect damages, even if the CEA knew of the possibility of the occurrence of such damages. The Parties expressly agree that any financial or business loss (including without limiting to lost data, lost profits, loss of customers or orders, loss of earnings, commercial disturbances) or any lawsuit directed against the Licensee by a third party, constitutes indirect damages for which no remedies are available. 11.3 The Licensee releases the CEA from any and all liability in respect of any damages arising out of the use of the Software that are caused by the Licensee to a third party and assumes all risks inherent to the use of the Software with respect to its customers.