Legal Liability Disclaimer

LEGAL LIABILITY DISCLAIMER

This Legal Liability Disclaimer ("Disclaimer") is made effective as of by and between Provider Name: with a principal place of business at and Recipient Name: with a principal place of business at . Provider and Recipient are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Provider supplies products, services, data, or access (collectively, the "Materials") to Recipient for the purposes set forth in separate agreements, purchase orders, statements of work, or as otherwise agreed by the Parties; and

WHEREAS, Recipient acknowledges that the Materials may be provided "as is" and that Provider cannot and does not guarantee suitability for every purpose; and

WHEREAS, the Parties desire to establish the limits of liability, disclaimers of warranties and related allocations of risk between them with respect to the Materials.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Materials" means all goods, services, software, documentation, data, and any deliverables provided by Provider to Recipient, whether preliminary, final, written or electronic.

1.2 "Claim" means any claim, demand, suit, action, loss, damage, liability, cost or expense, including reasonable attorneys' fees and costs, arising out of or relating to the Materials or this Disclaimer.

2. ACKNOWLEDGMENT

Recipient expressly acknowledges that it has had the opportunity to review the Materials and to obtain independent advice regarding the use, suitability and risk associated with the Materials. Recipient accepts responsibility for any decisions or actions taken in reliance upon the Materials.

3. DISCLAIMER OF WARRANTIES

3.1 EXCEPT AS EXPRESSLY SET FORTH IN A WRITTEN AGREEMENT SIGNED BY AUTHORIZED REPRESENTATIVES OF BOTH PARTIES, THE MATERIALS ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR ARISING BY COURSE OF DEALING, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

3.2 Provider does not warrant that the Materials will be error-free, uninterrupted, secure, or free from harmful code, nor does Provider warrant that any results obtained from use of the Materials will meet Recipient's requirements.

4. LIMITATION OF LIABILITY

4.1 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, FRAUD, WILLFUL MISCONDUCT, OR A BREACH OF CONFIDENTIALITY OR INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, OR BUSINESS INTERRUPTION, REGARDLESS OF THE THEORY OF LIABILITY AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

4.2 SUBJECT TO THE FOREGOING, EACH PARTY'S AGGREGATE LIABILITY FOR CLAIMS ARISING OUT OF OR RELATED TO THE MATERIALS OR THIS DISCLAIMER SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID BY RECIPIENT TO PROVIDER FOR THE SPECIFIC MATERIALS GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE THOUSAND DOLLARS ($1,000).

5. INDEMNIFICATION

5.1 Recipient shall defend, indemnify and hold harmless Provider and its officers, directors, employees and agents from and against any third-party Claim to the extent arising from Recipient's (a) misuse of the Materials, (b) breach of this Disclaimer, or (c) violation of applicable law. Provider shall promptly notify Recipient of any such Claim and shall cooperate in the defense at Recipient's expense.

6. EXCLUSIONS

The limitations and exclusions set forth in this Disclaimer shall apply even if the exclusive remedy fails of its essential purpose. Nothing in this Disclaimer shall limit liability that cannot be limited by applicable law.

7. TERM AND TERMINATION

This Disclaimer shall commence on the Effective Date and shall continue in effect until terminated by either Party upon thirty (30) days' prior written notice to the other Party. Termination of this Disclaimer shall not relieve either Party of obligations accrued prior to the effective date of termination.

8. NOTICES

Provider Notice Address

Provider Contact

Recipient Notice Address

Recipient Contact

9. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment, modification or waiver of any provision of this Disclaimer shall be effective unless made in a writing signed by authorized representatives of both Parties. No failure or delay by either Party in exercising any right shall operate as a waiver of that right. This Disclaimer may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

10. GOVERNING LAW; VENUE

This Disclaimer shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in the county of for resolution of disputes arising under this Disclaimer.

11. ENTIRE AGREEMENT; SEVERABILITY

This Disclaimer constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements, whether written or oral. If any provision of this Disclaimer is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

12. MISCELLANEOUS PROVISIONS

12.1 Assignment: Neither Party may assign or transfer its rights or obligations under this Disclaimer without the prior written consent of the other Party, except to a successor in interest by merger or sale of substantially all assets.

12.2 Interpretation: Headings are for convenience only and shall not affect interpretation. The word "including" means "including without limitation."

ADDITIONAL TERMS OR NOTATIONS

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