Connect&GO - Attraction Ticket Sale System - 02.01.2026 - SIGNED

SHA-256 04b2aad8aed8c5f4e57cb75fdd2d20f199afcd57ba0e5f44db7864e5503baa1c · Captured source extract
 
9.  INDEMNIFICATION   9.1  Indemnification  by  Connect&GO.  Connect&GO  undertakes  to  defend  and  pay  the  
costs
 
and
 
the
 
amount
 
of
 
any
 
settlement
 
or
 
judgment,
 
including
 
fees
 
and
 
expenses
 
(including
 
reasonable
 
fees
 
of
 
legal
 
counsel),
 
ordered
 
by
 
a
 
court
 
having
 
final
 
jurisdiction
 
and
 
arising
 
from
 
a
 
claim,
 
proceeding
 
or
 
other
 
remedy
 
by
 
a
 
third
 
party
 
alleging
 
that
 
the
 
Client’s
 
use
 
of
 
the
 
Platform
 
under
 
the
 
Agreement
 
breaches
 
the
 
intellectual
 
property
 
rights
 
of
 
a
 
third-party.
 
This
 
obligation
 
shall
 
not
 
apply
 
with
 
regard
 
to
 
an
 
infringement
 
claim,
 
if
 
such
 
claim
 
arises
 
from
 
(i)
 
the
 
Client’s
 
use
 
of
 
Client-Data
 
infringing
 
third
 
party
 
rights,
 
(ii)
 
the
 
use
 
of
 
the
 
Platform
 
in
 
combination
 
with
 
any
 
software,
 
hardware,
 
network,
 
or
 
system
 
not
 
supplied
 
by
 
Connect&GO
 
and
 
the
 
infringement
 
results
 
from
 
such
 
combination,
 
(iii)
 
any
 
modification
 
or
 
alteration
 
of
 
the
 
Platform
 
made
 
by
 
a
 
person
 
other
 
than
 
Connect&GO,
 
(iv)
 
the
 
continued
 
use
 
of
 
the
 
Platform
 
after
 
Connect&GO
 
has
 
asked
 
the
 
Client
 
to
 
cease
 
using
 
it
 
due
 
to
 
an
 
allegation
 
of
 
infringement,
 
or
 
(v)
 
breach
 
of
 
applicable
 
laws
 
by
 
the
 
Client
.
 
Upon
 
the
 
occurrence
 
of
 
a
 
claim
 
or
 
an
 
allegation
 
that
 
Connect&GO
 
must
 
defend
 
against,
 
Connect&GO
 
may,
 
at
 
its
 
sole
 
discretion
 
and
 
at
 
its
 
expense:
 
(a)
 
obtain
 
from
 
the
 
third
 
party
 
the
 
right
 
for
 
the
 
Client
 
to
 
use
 
the
 
proprietary
 
element
 
causing
 
infringement,
 
(b)
 
substitute
 
such
 
element
 
for
 
another
 
that
 
does
 
not
 
cause
 
infringement
 
but
 
provides
 
equivalent
 
functionality,
 
(c)
 
modify
 
such
 
element
 
to
 
eliminate
 
the
 
infringement
 
while
 
retaining
 
equivalent
 
functionality,
 
or
 
(d)
 
terminate
 
the
 
Agreement
 
and
 
reimburse
 
the
 
Client
 
all
 
amounts
 
paid
 
in
 
advance
 
and
 
attributable
 
to
 
the
 
period
 
between
 
the
 
moment
 
when
 
the
 
Client
 
became
 
unable
 
to
 
use
 
the
 
Platform
 
due
 
to
 
the
 
infringement
 
claim
 
and
 
the
 
end
 
of
 
the
 
Subscription
 
Period
 
only.
  9.2  Indemnification  by  the  Client.  The  Client  undertakes  to  defend  and  to  pay  the  fees  and  
amounts
 
of
 
any
 
settlement
 
or
 
judgment,
 
including
 
costs
 
and
 
expenses
 
(including
 
the
 
reasonable
 
fees
 
of
 
legal
 
counsel),
 
ordered
 
by
 
a
 
court
 
having
 
final
 
jurisdiction
 
and
 
arising
 
from
 
a
 
claim,
 
proceeding,
 
or
 
other
 
remedy
 
by
 
a
 
third
 
party:
 
(i)
 
alleging
 
that
 
the
 
Client-Data
 
breaches
 
any
 
intellectual
 
property
 
right,
 
or
 
(ii)
 
arising
 
from
 
the
 
occurrence
 
of
 
any
 
of
 
the
 situations  described  under  items  (i)  to  (v)  of  subsection  9.1.  9.3  Conditions.  The  obligations  of  either  party  under  this  Article  9 are  subject  to  the  indemnified  party:  (i)  promptly  notifying  the  party  responsible  for  indemnification  in  writing  of  the  occurrence  of  an  opening  claim  with  respect  to  an  obligation  under  this  Article  9, (ii)  gives  full  control  over  the  defence  or  settlement  of  claims  to  the  party  responsible  for  indemnification,  and  
(iii)
 
cooperates
 
in
 
the
 
investigation
 
and
 
defence
 
of
 
such
 
claims.
 
The
 
party
 
responsible
 
for
 
indemnification
 
shall
 
neither
 
settle
 
a
 
claim
 
nor
 
consent
 
to
 
judgment
 
if
 
doing
 
so
 
would
 
have
 
the
 
effect
 
of
 
adversely
 
affecting
 
the
 
rights
 
and
 
interests
 
of
 
the
 
indemnified
 
party,
 
or,
 
of
 
imposing
 
additional
 
obligations
 
on
 
the
 
indemnified
 
party
 
without
 
its
 
prior
 
and
 
express
 consent.  The  rights  and  remedies  provided  under  this  Article  9 constitute  the  only  obligations  of  the  party  responsible  for  indemnification  as  well  as  the  only  remedies  
available
 
to
 
the
 
indemnified
 
party
 
in
 
the
 
event
 
of
 
a
 
claim
 
by
 
a
 
third
 
party.
  10.  LIMITATION  OF  LIABILITY   10.1  Limitation  of  Liability.  Except  as  stipulated  under  subsection  10.3 below,  at  no  time  shall  the  liability  of  either  of  the  parties  arising  from,  or  in  connection  with  the  Agreement,  
whether
 
such
 
liability
 
is
 
contractual,
 
extra-contractual,
 
or
 
arises
 
from
 
any
 
other
 
source
 
of
 
liability,
 
exceed
 
the
 
sum
 
of
 
the
 
amounts
 
paid
 
by
 
the
 
Client
 
under
 
the
 
relevant
 
Purchase
 
Agreement
 
during
 
the
 
18-
 
month
 
period
 
preceding
 
the
 
event
 
causing
 
the
 
engagement
 
of
 
liability.
 
The
 
provisions
 
of
 
this
 
subsection
 
do
 
not
 
have
 
the
 
effect
 
of
 
limiting
 
the
 
Client’s
 obligation  to  make  the  payments  set  out  under  Article  3.  10.2  Exclusion  of  Indirect  Damages.  Except  as  provided  under  subsection  10.3 below,  the  parties  shall  not  be  liable  to  each  other  at  any  time  for  any  indirect,  punitive,  special,  or