Neither party makes any representation or warranty express or implied with respect to any matter whatsoever, including without limitation, network failures, third-party difficulties, web hosting address failures, services provided hereunder, or any output or results thereof and each party specifically disclaims any implied warranty of merchantability or fitness for a particular purpose.
Limitation of Liability
Company's sole remedy and AIA Canada's total liability arising out of this Agreement or the services provided hereunder, whether based on contract, tort or otherwise, shall not exceed said fees paid/payable to AIA Canada. Company recognizes that fees hereunder are based in part on the Warranty Disclaimer, limitation of liability and exclusion of damage contained in this agreement.
Exclusion of Damages
In no event shall either party be liable to the other party for special, indirect, incidental, or consequential damages, arising out of, but not limited to, loss of data, loss of use, or loss of profits arising hereunder or from the provision of services, the foregoing limitations shall not apply to indemnification or intentional misconduct.
Term and Termination
This Agreement shall be for the calendar year 2021.
- Nothing in this Agreement shall be deemed to create a partnership or joint venture between the parties and neither Company nor AIA Canada shall hold itself out as the agent of the other.
- Neither party shall be liable to the other for delays or failures in performance resulting from causes beyond the reasonable control of that party.
- Any notice required or permitted to be given by either party under this Agreement shall be in writing.
- Failure by either party to enforce any provision of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision.
- Any waiver, amendment or other modification of any provision of this Agreement shall be effective only if in writing and signed by the parties.
- This Agreement shall be interpreted under the laws of the Province of Ontario, Canada.
- This Agreement shall be binding on successors and assigns.
- This Agreement, including all attachments that are incorporated herein by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes and replaces all prior and contemporaneous understandings or agreements, written or oral, regarding such subject matter.