7. Liability & Indemnities
7.1. Liability: Passendo assumes no legal liability in relation to the legality of third party activities. This primarily concerns advertising through media newsletters with respect to the legality of the way the individual media has collected email permissions and secondarily the legality of the commercial content served, e.g. regarding content covering alcohol, nudity, children, gambling activities etc.
7.2. Limitation of Publisher Liability: Publisher shall not be liable to Passendo, or any third party, for any indirect, special, incidental, consequential, punitive or exemplary damages of any kind (including lost revenues or profits (actual or anticipated), loss of use or loss of goodwill or reputation) with respect to any claims, whether based on contract, tort or otherwise (including negligence and strict liability), arising out of this Agreement, and Publisher’s maximum liability arising out of or relating to this Agreement, regardless of the cause of action (whether in contract, tort, breach of warranty or otherwise), will not exceed the aggregate amount of the fees paid and payable to Publisher by Passendo during the twelve (12) month period preceding the date on which the claim arose.
7.3. Limitation of Passendo Liability: Passendo shall not be liable to Publisher, or any third party, for any indirect, special, incidental, consequential, punitive or exemplary damages of any kind (including lost revenues or profits (actual or anticipated), loss of use or loss of goodwill or reputation) with respect to any claims, whether based on contract, tort or otherwise (including negligence and strict liability), arising out of this Agreement, and Passendo’s maximum liability arising out of or relating to this Agreement, regardless of the cause of action (whether in contract, tort, breach of warranty or otherwise), will not exceed the aggregate amount of the fees paid and payable to Publisher by Passendo during the twelve (12) month period preceding the date on which the claim arose.
7.4. Notwithstanding: notwithstanding anything stated in Section 7 and its subsections, Passendo shall be liable only for its own gross negligence, willful misconduct, breach of applicable laws or bad faith and only for direct losses. Publisher agrees to indemnify Passendo and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by Passendo in the execution of this Agreement, except as a result of Passendo’s gross negligence, willful misconduct, breach of applicable laws or acts of bad faith.
7.5. The total liability of Passendo to Publisher from any cause whatsoever, will be limited to the lesser of Publisher’s actual damages or the Services price paid to Passendo for those Services (in the period of 12 months preceding the Publisher’s claim) that are the subject of Publisher’s claim. In no event will Passendo be liable for SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, including but not limited to loss of profits, revenues, data or power, damage to or loss of the use of products, damage to property, claims of third parties, including personal injury or death, suffered as a result of proper provision of the Services by Passendo or use of the Services by Publisher.
7.6. Time for Claims. All claims against Passendo must be brought within one (1) year after the cause of action arises and Publisher waives any statute of limitations which might apply by operation of law or otherwise.