Indemnification. Seller agrees to indemnify, defend, and hold harmless Intuit, its officers, successors, assigns, and its customers from and against any and all expenses, liabilities or other losses (including attorneys' fees and costs) arising from or by reason of goods and services covered by this Order, (i) Seller's acts, omissions or negligence; or (ii)any actual or claimed infringement of patents, trademarks, or copyrights, and to defend any suits based thereon, with respect to the goods and services furnished by Seller. Without limitation, such obligation to indemnify shall exist with respect to claims and demands relating to: (a) any goods or services; (b) any part of such goods or services; or (c) any combination of such goods, other hardware, and other software wherein such infringement would not occur but for such goods or services being a part of such combination, infringes on any patent, trademark, copyright, trade secret or other intellectual property right, foreign or domestic. If, as the result of an action as set forth above, the sale or use of any goods or services, or part thereof, is enjoined by court order, Seller shall, at its expense: (a) procure for Intuit the right to continue selling and using the goods, (b) replace or modify the goods with functionally-equivalent, non-infringing goods (subject to Intuit's approval and satisfaction), (c) return the purchase price of each unit of goods that Intuit is unable to ship due to the injunction, or (d) return the purchase price of the services that Intuit is related to the injunction. The indemnity set forth in this paragraph shall apply notwithstanding that the goods sold hereunder may have been produced by Seller in compliance with specifications furnished by Intuit. Intuit does not have any obligation to hold Seller harmless from any claim against Seller, its directors, officers, employees or agents, arising out of compliance with Intuit's specifications, except where the claimed infringement arises by reason of the equipment or materials furnished hereunder upon designs or drawings created by Intuit. Such obligation to indemnify shall also exist with respect to claims and demands, including, without limitation, injuries to persons or property and economic losses by reason of, arising out of, or in any way related to, in whole or in part, the goods and services covered by this Order. Any attempt by Seller to perform the following is expressly rejected and is ineffective: (a) disclaim any theory or grounds upon which Intuit, or successive purchasers of the goods and services covered hereby (collectively "Purchasers"), might recover against Seller; (b) limit its liability by means of a "Force Majeure" or similar term; (c) disclaim any kind or class of damages; (d) establish time limitation periods within which the Purchasers are obligated to assert claims againstSeller. Intuit and any successive purchasers of the goods and services covered hereby retain and shall be entitled to assert all rights and claims available to them at law or equity against Seller in respect of the transactions subject to this Order.
Limitation of Liability. Intuit shall not be liable for failure to perform its obligations hereunder if such failure is due (directly or indirectly) to any abnormal and unforeseeable circumstances beyond its reasonable control where the consequences would have been unavoidable despite all commercially reasonable endeavors. Such causes or conditions shall include, but shall not be limited to, industrial disputes, the failure of any system, software or telecommunication link, acts of God or of the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, shortages of labor or materials, freight embargoes, unusually severe weather, electrical power failures, communication failures, unavoidable delays, the errors or failures of third party systems, or other similar causes beyond its control.
Intuit’s liability for any loss arising out of or relating in any way to this Order, or property damage, shall, in the aggregate, be limited to actual, direct, and general money damages in an amount not to exceed the amount paid hereunder for services during the previous twelve (12) months. This shall be the extent of Intuit’s liability arising out of or relating in any way to this Order t, including alleged acts of negligence, breach of contract, or otherwise and regardless of the form in which any legal or equitable action may be brought against Intuit whether contract, tort, or otherwise, and the foregoing shall constitute Seller’s exclusive remedy. Under no circumstances shall Intuit be liable for any special, consequential or indirect loss, loss of business, goodwill or loss of profit whether direct or indirect, lost interest, or for punitive or exemplary damages arising out of or relating in any way to this Order, even if Intuit has been advised of the possibility of such damages.
Notwithstanding the above, Intuit does not exclude or limit liability in respect of injury to or death of any person caused by their negligence nor in respect of their fraud.
EXCEPT AS REQUIRED BY LAW, INTUIT MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.