Indemnification, Defense and Hold Harmless, Disclaimer of Warranties; Limitation of Liability


Indemnification, Defense and Hold Harmless

Customer (the “Indemnifying Party”) will indemnify, defend, and hold harmless Lawrence & Schiller, Inc. and its affiliates, and the respective officers, directors, employees, subsidiaries, affiliates, shareholders, and successors and assigns of those entities (collectively, the “Indemnified Party”), from and against any and all claims, demands, costs, damages, settlements, liabilities, losses, judgments, causes of action, obligations, and expenses (including, but not limited to, attorney’s fees and all costs and expenses) (collectively “Losses”) of any kind whatsoever, to the extent arising out of or in connection with any Third Party claim, suit, action, or proceeding (each an “Action”) that alleges any action taken by the Indemnifying Party or the Indemnified Party as contemplated by this agreement infringes upon or misappropriates or violates any right of any Third Party.


Disclaimer of Warranties; Limitation of Liability

Except as expressly provided in this agreement, Lawrence & Schiller, Inc. specifically disclaims and makes no warranties of any kind, direct or indirect, express or implied, as to any matter whatsoever, including, without limitation, the suitability, durability, design, operation or condition of the system or services provided or any part thereof, or the merchantability or fitness for any particular purpose of the system or services provided or any part thereof, or the warranty of non-infringement of any right of any third party.  Lawrence & Schiller, Inc. shall not be liable to customer for any incidental, consequential, special, exceptional or punitive damages of any kind or nature arising out of or in connection with this agreement, whether such liability is asserted on the basis of contract, tort (including negligence or strict liability), or otherwise, even if Lawrence & Schiller, Inc. has been advised of the possibility of such loss or damages. In no event shall Lawrence & Schiller, Inc.’s liability for damages in respect of any claim or cause of action whatsoever exceed the amount of the payment paid by customer to Lawrence & Schiller, Inc. relating to the system and services provided that give rise to the claim. Lawrence & Schiller, Inc. is not responsible for, and expressly disclaims liability for, performance or quality of third party parts or software.