Limitation of Liability and Indemnification
9. Limitation of Liability and Indemnification
9.1. Limitation of Liability. IN NO CASE SHALL ABBYY BE LIABLE FOR CONSEQUENTIAL OR SPECIAL DAMAGES (INCLUDING THE LOSS OF PROFITS) WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY.
9.2. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ABBYY’S TOTAL AND CUMULATIVE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL FEES PAID BY YOU UNDER THIS AGREEMENT FOR THE SERVICE, IN EITHER CASE EVEN IF ABBYY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.3. THESE LIMITATIONS SHALL APPLY DESPITE THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE PROVISIONS OF THIS SECTION 9 ALLOCATE RISKS UNDER THIS AGREEMENT BETWEEN ABBYY AND YOU. ABBYY’S PRICING REFLECTS THIS ALLOCATION OF RISKS AND LIMITATION OF LIABILITY. YOU ACKNOWLEDGE AND AGREE THAT THIS LIMIT ON LIABILITY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT AND THAT ABBYY WOULD NOT BE ABLE TO PROVIDE THE SERVICE WITHOUT SUCH LIMITS. THIS SECTION 9 SHALL NOT BE SUBJECT TO ANY DISCLAIMER OR PROVISION SET FORTH IN THE AGREEMENT.
9.4. Indemnification by You. You shall indemnify, defend, and hold harmless ABBYY and its subcontractors and Affiliates, and each of its and their respective officers, directors, employees, agents, successors, and assigns (each, an "ABBYY Indemnitee") from and against any and all third-party claims, injuries, judgments, damages, liabilities, losses, costs and expenses, including, without limitation, reasonable attorneys' fees, court costs and other legal expenses (collectively, "Losses") incurred by any ABBYY Indemnitee that arise out of or result from, or are alleged to arise out of or result from:
(a) Your Data/Uploaded Data, including any Processing of Your Data/Uploaded Data by or on behalf of ABBYY in accordance with this Agreement; or
(b) any other materials or information (including any documents, data, specifications, software, content, or technology) provided by or on Your behalf or any Authorized User, including ABBYY's compliance with any specifications or directions provided by or on behalf of You or any Authorized User to the extent prepared without any contribution by ABBYY.
9.5. You will indemnify any ABBYY Indemnitee against:
(a) all damages, costs, and attorney fees finally awarded against ABBYY or an ABBYY Indemnitee in any proceeding under Section 9.1;
(b) all out-of-pocket costs (including reasonable attorney fees) reasonably incurred by ABBYY or an ABBYY Indemnitee in connection with the defense of such proceeding (other than attorney fees and costs incurred without Your consent after You have accepted defense of such claim); and,
(c) if any proceeding or claim arising under Section 9.1 is settled between You and the third-party, You will pay all amounts agreed to by You as part of such settlement and You shall not enter into any settlement without the written consent of ABBYY.