Limitation of Liability
This Limitation of Liability clause governs the maximum extent of liability of Lattice in relation to the use of its platform and services.
---1. No Indirect or Consequential Damages
To the fullest extent permitted by applicable law, Lattice shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to:
- Loss of revenue, profits, or business opportunities
- Loss of goodwill or reputation
- Loss of data or content
- Business interruption or downtime losses
This exclusion applies regardless of whether such damages were foreseeable or advised.
---2. Cap on Liability
In no event shall the total aggregate liability of Lattice, whether in contract, tort, or otherwise, exceed the total amount paid by the Agency to Lattice in the preceding thirty (30) days from the date of the claim.
---3. No Liability for Content
Lattice shall have no liability for any claims arising out of or relating to:
- Content submitted, published, or distributed by the Agency
- Allegations of defamation, infringement, or misrepresentation
- Regulatory or legal violations associated with such content
All such responsibility rests solely with the Agency.
---4. Third-Party Actions
Lattice shall not be liable for any actions, decisions, or failures of third-party media platforms, publishers, or networks, including but not limited to:
- Rejection or removal of content
- Modification or editorial changes
- Delays in publication
5. Platform Availability
Lattice shall not be liable for any damages arising from:
- Downtime, outages, or interruptions
- Technical failures or system errors
- Maintenance activities
6. Data and Reporting
Lattice shall not be liable for inaccuracies, delays, or incompleteness in analytics, reports, or performance data.
---7. Agency Indemnity
The Agency agrees to indemnify and hold harmless Lattice, its directors, employees, and affiliates from any claims, damages, losses, or liabilities arising out of:
- Content submitted through the Platform
- Violation of laws or third-party rights
- Breach of Lattice policies or terms
8. Basis of Bargain
The limitations set forth in this clause form an essential basis of the agreement between Lattice and the Agency. The Platform would not be provided without such limitations.
---9. Maximum Extent Permitted
If any portion of this clause is found unenforceable under applicable law, the remaining provisions shall continue in full force to the maximum extent permitted.