ADMINISTRATOR MANUAL
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OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, LICENSOR, ON ITS OWN
BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS, SERVICE
PROVIDERS AND AGENTS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED,
STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SOFTWARE, DOCUMENTATION AND PRODUCTS,
INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE,
AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF
PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, THE LICENSOR
PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE
SOFTWARE, DOCUMENTATION OR PRODUCTS WILL MEET LICENSEE’S REQUIREMENTS, ACHIEVE ANY
INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, SYSTEMS, PRODUCTS OR
SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR
BE ERROR FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
13. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW:
(a) IN NO EVENT WILL LICENSOR OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS,
SERVICE PROVIDERS AND AGENTS, BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY USE,
INTERRUPTION, DELAY, OR INABILITY TO USE THE SOFTWARE, DOCUMENTATION OR PRODUCTS; LOST
REVENUES OR PROFITS; DELAYS, INTERRUPTION, OR LOSS OF SERVICES, BUSINESS, OR GOODWILL; LOSS OR
CORRUPTION OF DATA; LOSS FROM SYSTEM FAILURE, MALFUNCTION, OR SHUTDOWN; FAILURE TO
ACCURATELY TRANSFER, READ, OR TRANSMIT INFORMATION; FAILURE TO UPDATE OR PROVIDE CORRECT
INFORMATION; SYSTEM INCOMPATIBILITY; OR SECURITY BREACHES; OR FOR ANY CONSEQUENTIAL,
INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR
OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE
LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(b) IN NO EVENT WILL LICENSOR’S AND ITS AFFILIATES’, INCLUDING ANY OF ITS OR THEIR RESPECTIVE
LICENSORS’, SERVICE PROVIDERS’ AND AGENTS’, COLLECTIVE AGGREGATE LIABILITY UNDER OR IN
CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY,
INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE,
EXCEED THE TOTAL AMOUNT PAID TO THE LICENSOR UNDER THIS AGREEMENT FOR THE SOFTWARE,
DOCUMENTATION OR PRODUCTS SUBJECT TO THE CLAIM.
(c) THE LIMITATIONS IN SECTION 13(a) AND SECTION 13(b) SHALL APPLY EVEN IF LICENSEE’S REMEDIES
IN THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.
14. Indemnification. Licensee agrees to indemnify, defend and hold harmless Licensor and its affiliates
and its and their respective officers, directors, employees, agents, affiliates, licensors, service providers,
successors and assigns from and against any and all damages, liabilities, losses, deficiencies, claims, actions,
judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind (including
but not limited to reasonable attorney’s fees), arising from or relating to: (i) Licensee’s use or misuse of the
Software (including but not limited to any content submitted by Licensee’s through the Software),
Documentation or Products, or (ii) Licensee’s breach of any representation, warranty or obligation under
this Agreement.
15. Miscellaneous.
(a) All matters arising out of or relating to this Agreement shall be governed by and construed in
accordance with the internal laws of the State of New York without giving effect to any choice or conflict of
law provision or rule. Subject to all applicable laws, Licensee is agreeing to give up: (i) its right to litigate any
claims that may arise hereunder in court or before a jury; and (ii) its right to consolidate any claim and/or
participate in any class action claim that may arise hereunder in any manner or forum. Instead, any claim,
dispute, or controversy of any kind or nature arising hereunder which cannot be amicably resolved by
V2.2 - 9/09/2020
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