UNDERSTAND NEITHER WPT
OR PARTYPOKER WILL, IN ANY WAY, BE LIMITED REGARDING ACTIONS IT BELIEVES, AT ITS
SOLE DISCRETION, IT MUST TAKE TO COMPLY WITH UNITED STATES AND INTERNATIONAL
LAWS OR TO COMPLY WITH REGULATIONS. WITH REGARD TO THESE ISSUES, PARTYPOKER AND
WPT WILL BE RESTRICTED TO MONETARY DAMAGES AWARDED BY THE ARBITER.
16.
INDEMNIFICATION
16.1.
INDEMNITY.
SUBJECT TO THE
LIMITS ON LIABILITY IN SECTION 17.1 OF THIS AGREEMENT, EACH PARTY WILL DEFEND,
INDEMNIFY, SAVE AND HOLD HARMLESS THE OTHER PARTY AND THE OFFICERS, DIRECTORS,
AGENTS, AFFILIATES, DISTRIBUTORS, FRANCHISEES AND EMPLOYEES OF THE OTHER PARTY
FROM ANY AND ALL FINAL AWARDS OF DAMAGES, COSTS AND EXPENSES, INCLUDING
REASONABLE ATTORNEYS' FEES ARISING DIRECTLY FROM A THIRD PARTY CLAIM, RESULTING
FROM THE INDEMNIFYING PARTY'S MATERIAL BREACH OF ANY OBLIGATION, REPRESENTATION,
OR WARRANTY OF THIS AGREEMENT. THE INDEMNITY IS CONDITIONAL ON (I) THE
INDEMNIFIED PARTY NOTIFYING THE INDEMNIFYING PARTY OF THE EXISTENCE OF THAT
CLAIM AS SOON AS IS REASONABLY PRACTICABLE IN THE CIRCUMSTANCES; (II) THE
INDEMNIFIED PARTY GIVING INDEMNIFYING PARTY ALL REASONABLE ASSISTANCE AT THE
INDEMNIFYING PARTY'S OWN COST IN CONNECTION WITH THAT CLAIM; (III) THE
INDEMNIFYING PARTY, AT ITS OWN COST, HAVING SOLE CONTROL OF THE DEFENCE OF THAT
CLAIM AND ALL RELATED SETTLEMENT NEGOTIATIONS; (IV) WITHOUT PREJUDICE TO THE
ABOVE, THE
INDEMNIFIED PARTY TAKING ALL NECESSARY STEPS TO MITIGATE ITS LOSSES;
AND (V) THE EXTENT THE EVENT THAT TRIGGERS THIS INDEMNITY IS ATTRIBUTABLE
(DIRECTLY OR INDIRECTLY) TO THE INDEMNIFIED PARTY'S
WILFUL MISCONDUCT,
NEGLIGENCE OR ITS OWN MATERIAL BREACH OF THE AGREEMENT.
17.
LIMITATION OF LIABILITY.
17.1.
NEITHER PARTY WILL BE
LIABLE TO THE OTHER UNDER OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN
CONTRACT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION (OTHER THAN WHERE MADE
FRAUDULENTLY), BREACH OF STATUTORY DUTY, OR OTHERWISE FOR:
15
17.1.1.
ANY LOSS OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED
SAVINGS, GOODWILL, OR REVENUE; OR
17.1.2.
FOR ANY INDIRECT OR CONSEQUENTIAL LOSS WHATSOEVER INCURRED
BY A PARTY WHETHER OR NOT THE PARTY RELYING ON THIS PROVISION WAS ADVISED IN
ADVANCE OF THE POSSIBILITY OF ANY SUCH LOSS.
17.2.
NOTHING IN THIS AGREEMENT
SHALL EXCLUDE OR RESTRICT EITHER PARTY'S LIABILITY FOR FRAUD, DEATH OR PERSONAL
INJURY RESULTING FROM THAT PARTY'S NEGLIGENCE.
17.3.
SUBJECT TO SECTION 17.5,
THE TOTAL AGGREGATE LIABILITY FOR ANY ONE EVENT OF SERIES OF UNCONNECTED EVENTS
ARISING OUT OF EITHER THE WORLD POKER TOUR SEASONS OR THE PROFESSIONAL POKER
TOUR SEASONS (EACH A "TOUR") FOR (I) PARTYPOKER UNDER THIS AGREEMENT SHALL BE
LIMITED TO THE ACTUAL MONEYS OWED OR DUE TO WPT AS A RESULT OF ITS PERFORMANCE
UNDER THE AGREEMENT FOR THE APPLICABLE TOUR ONLY; AND (II) WPT UNDER THIS
AGREEMENT SHALL BE LIMITED TO THE ACTUAL MONEYS IT RECEIVED UNDER THIS AGREEMENT
FOR THE APPLICABLE TOUR ONLY.
FOR PURPOSE OF CLARITY, WHEN CALCULATING THE
LIABILITY CAPS, THE PARTIES SHALL ACT AS IF TWO SEPARATE DEALS WHERE MADE FOR
EACH SERIES SO THAT THE OVERALL CAP OF LIABILITY FOR EACH SEASON IS LIMITED BY
ITS OWN VALUE.
17.4.
NOTWITHSTANDING THE
FOREGOING, FOR EACH TOUR WHERE A PARTY