SERVICE, EXPRESS OR IMPLIED, INCLUDING, BUT NOT
LIMITED TO, ANY WARRANTIES OF, TITLE,
MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE. WITHOUT LIMITING THE GENERALITY OF
THE FOREGOING DISCLAIMERS, TT MAKES NO
WARRANTY AS TO THE RESULTS THAT MAY BE
OBTAINED FROM THE USE OF THE SERVICES OR THAT
THE SERVICES WILL BE ERROR-FREE OR AVAILABLE AT
ANY GIVEN TIME.
Section 7 Indemnification.
7.1 TY Indemnification. TT shall indemnify,
defend and hold harmless Agency from and against
any and all third party claims, damages, losses,
expenses or liabilities, including, but not limited to,
reasonable attorneys’ fees, in each case payable to
unaffiliated third parties, arising out of or resulting
from the following: {a) the TT’s breach of
confidentiality obligations under Section 2 of this
Agreement; (b) the willful misconduct or the grossly
negligent acts, errors or omissions of TT, its officers,
agents, and employees; and (c) breach of any
covenant or representation herein.
7.2 Agency _Indernnification. Agency — shall
indemnify, defend and hold harmless TT from and
against any and all third party claims, damages,
losses, expenses or liabilities, including, but not
limited to, reasonable attorneys’ fees, in each case
payable to unaffiliated third parties, arising out of or
resulting from the following: (a) the Agency’s breach
of obligations under Section 2 or Section 3.3 of this
Agreement; (b) claims, including from Riders,
regarding or relating to the Agency's transit service
including those relating to expired but unused Digital
Fares and any unauthorized use or disclosure of Rider
Data; (c) the willful misconduct or the grossly
negligent acts, errors or omissions of Agency, its
Token Transit, Inc. CONFIDENTIAL
vy. 02/18/2018
officers, agents, and employees; and (d) breach of any
covenant or representation herein.
7.3. Conduct. A Party's — indemnification
obligations under Section 7 shall not apply unless: (a)
the indemnifying Party has the sole right to conduct
the defense of any such infringement claim or action
and all negotiations for its settlement or compromise,
and to settle or compromise any such claim; (b} the
indemnified Party cooperates; and (c} the
indernnified Party gives the indemnifying Party
prompt written notice of any threat, warning, or
notice of any such claim or action, with copies of any
and all documents the indemnified Party may receive
relating thereto.
Section 8
Limitation.
Damage Disclaimer and Liability
8.1 Disclaimer of Damages. TT’s aggregate
maximum liability for damages arising out of or in
connection with this Agreement, whether based upon
a theory of contract or tort or otherwise, shall not
exceed three (3) times the amount of the Fee paid or
due during the prior 12 month period. The Parties
further acknowledge that nothing in this Section 8.1
shail be deemed to waive the rights to equitable
relief.
8.2 Exclusion of Certain Damages. Subject to 2
Party’s indemnification obligations, to the maximum
extent permitted by law, in no event shall either Party
be liable for any special, punitive, consequential,
incidental, or indirect damages, including loss of
profits, income, goodwill, cost of procurement of
substitute goods or services, or revenue, in
connection with this Agreement.
8.3 Basis of Bargain. EACH PARTY RECOGNIZES
AND AGREES THAT THE DISCLAIMERS AND LIABILITY
