Indemnity and Liabilities Limits

1 Indemnity and Liabilities Limits Concerning any claim or suit by a third party alleging that any software provided by SloppyTech infringes any third-party intellectual property rights, SloppyTech shall indemnify and hold harmless VitaMix, its affiliates, officers, directors, employees, and agents (collectively, "Indemnitees") from and against any losses, damages, liabilities, claims, demands, suits, and expenses (including sensible attorneys' fees) arising out of or in connection in addition to that.

SloppyTech's strong indemnification under this section protects VitaMix against any claims of intellectual property infringement brought by third parties due to VitaMix's use of SloppyTech's Software, as explained in the accompanying commentary. By placing this limitation on the indemnification, the parties want to guarantee that VitaMix utilizes the Software solely as specified in the Agreement and that VitaMix does not make any changes to the Software that might cause the indemnity to become void.

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The Parties agree that the Indemnitees shall be indemnified and held harmless by the Indemnifying Party from and against any losses, damages, liabilities, claims, demands, suits, and expenses (including rational attorneys' fees) arising out of or in linkage with any claim or suit by a third party alleging personal injury or property damage arising out of the carelessness or willful misconduct of the Indemnifying Party(Moore, 2023). To avoid doubt, this provision establishes a mutual indemnity between the parties to protect each other from cases arising out of personal harm or damage to property resulting from the carelessness or willful misconduct of either party or its employees or agents during the performance of their respective obligations hereunder.

According to the exclusion of liability except for indemnification obligations under this Agreement, neither party shall be liable to the other or any third party for any consequential, indirect, special, incidental, punitive, or exemplary damages arising out of or in connection with this Agreement, regardless of the form of action, be it contract, tort (including negligence), strict liability, or otherwise. Also, this clause restricts each party's responsibility for consequential, indirect, special, incidental, punitive, and exemplary damages arising out of or in connection with this Agreement (Moore, 2023). The parties agree to forego any claims for such damages except for indemnification duties clearly stipulated in the Agreement.

Each party's total liability to the other party under this Agreement is limited to the full price paid by VitaMix to SloppyTech. The limit is established as the entire amount that VitaMix will pay SloppyTech under the terms of the Agreement. The clause limits VitaMix's liability exposure to the amount paid for SloppyTech's Services and Software. Likewise, this section limits the total liability of each party to the other party for any claims arising from or related to this Agreement.

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References Moore, S. (2023). Indemnity and limitation of liability clauses. In Offshore Floating Production (pp. 132-145). Informa Law from Routledge.