10. LIMITATION OF LIABILITY
10.1 No consequential loss, etc: Save in respect of the indemnities contained in clauses 10.5 and 10.6 and in any
Special Terms, and any breach of clause 9, in no circumstances shall either party be liable to the other under or
in connection with this Agreement, or in connection with any Data, in any circumstance whatsoever, whether in
contract, tort (including for negligence) or otherwise, for any loss of proﬁt, loss of revenue, loss of business or other
form of economic loss, or any form of indirect, consequential or special loss or damage.
10.2 Maximum liability of the Licensor: Save in respect of liability under the indemnity contained in clause 10.6, the
Licensor’s total aggregate liability to the Licensee under or in connection with this Agreement for the Licensee’s use
of the Data, whether arising in contract, tort (including for negligence) or otherwise, shall not exceed the aggregate
Fees paid by the Licensee to the Licensor during the period of one year ending on the date on which such liability arose.
In respect of the indemnity contained in clause 10.6, the Licensor’s maximum aggregate liability shall be $500,000.
10.3 Maximum liability of the Licensee: Save in respect of the indemnities contained in clauses 10.5(c) and 10.5(d) and in
any Special Terms, the Licensee’s total aggregate liability to the Licensor under or in connection with this Agreement
for the Licensee’s use of the Data, whether arising in contract, tort (including for negligence) or otherwise, shall
not exceed $500,000. In respect of the indemnities contained in clauses 10.5(c) and 10.5(d), the Licensee’s total
aggregate liability to the Licensor in relation to each End User shall not exceed $250,000.
10.4 No reliance: The Licensee warrants that it has not relied on any representation made by the Licensor which has not
been stated expressly in this Agreement.
10.5 Licensee’s Indemnity: Subject to clause 10.3, the Licensee indemniﬁes and keeps indemniﬁed the Licensor against
any claim, proceeding, damage, liability, loss, cost or expense (including legal costs on a solicitor and own client
basis), whether arising in contract, tort (including for negligence) or otherwise, arising out of or in connection with:
(a) any breach of the Licensee’s obligations under this Agreement
(b) any wilful or unlawful act or omission of the Licensee in relation to the Data or this Agreement;
(c) any breach by any End User or prospective End User of any term of any End User Agreement that was required
to be included in such agreement pursuant to this Agreement; and
(d) the use of the Data by an End User or any other person who has obtained the Data from an End User.
10.6 Licensor’s indemnity: Subject to clauses 10.2and 10.7, the Licensor indemniﬁes the Licensee against and will, at
its cost, defend or settle any claim, suit, action or proceeding (collectively, an action) brought against the Licensee
attributable to any breach of the warranty contained in clause 8.1 or a claim that the authorised use of the Data by
the Licensee in accordance with this Agreement constitutes a breach of the Intellectual Property rights of a third
party, provided that:
(a) the Licensee notiﬁes the Licensor promptly in writing of any action and gives the Licensor complete authority
and information required for the conduct of the action and its defence, settlement or compromise;
(b) the Licensee co-operates with the Licensor in defending or settling the action and makes its employees,
agents distributors and End Users available to give such statements, advice and evidence as the Licensor may
(c) the Licensee does not do, or omit to do, any act, including making any admissions, that would compromise the
Licensor’s position in relation to defending or settling the action; and
(d) the Licensee at the Licensor’s instructions:
(i) amends its products and services to remove any material which is the subject of a claim that the
Intellectual Property rights of a third party, or any provisions of the Privacy Act 1993, or any other
applicable law relating to the protection of personal data, have been breached; and
(ii) ensures that each End User also removes any such material from the Licensee’s products held by that
10.7 Limitation of liability for breach of the Intellectual Property indemnity: If:
(a) the Licensor is required under clause 10.6 to indemnify the Licensee; and
(b) the alleged breach or claim giving rise to the obligation to indemnify the Licensee relates to material provided
to the Licensor under a licence from a third party,
the Licensor’s liability to the Licensee shall be limited to the amount the Licensor is able to recover from that third party.