Here is a revised version of your liability section, incorporating your requirement that ULC’s responsibility is strictly limited to data collection, referencing of scientific sources, and work directly produced by ULC, while excluding liability for the presentation, messaging, or final form of the end product.
Notwithstanding anything to the contrary in the foregoing, ULC warrants and represents that:
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ULC’s services and any materials supplied by ULC under this agreement comply with all applicable state, federal, and municipal laws and regulations.
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ULC’s services and any materials supplied by ULC under this agreement (and Client’s use thereof as specified herein) do not and will not infringe any copyright, right of publicity or privacy, or moral right of any person or entity, do not defame or libel any person or entity, and do not dilute or infringe any title, slogan, trademark, trade name, service mark, or service name arising under any applicable law.
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Any Client Materials and the Work shall be treated as confidential and/or proprietary to Client and shall not be shared with, used, or accessed by any third party (including for training any AI models or tools outside of the services hereunder for use by a third party or shared generally with the public or indicated as open source) without Client’s prior written authorization.
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ULC shall be responsible for the performance of any vendor or subcontractor engaged by ULC for use as part of the services and/or development of the Work supplied by ULC hereunder.
Scope of Responsibility:
ULC’s liability under this agreement is strictly limited to the collection of data, the referencing of scientific sources, and the specific work product created by ULC as part of its agreed-upon services. ULC shall not be responsible for the final presentation, interpretation, tone, context, or messaging of the project as a whole, including but not limited to how the Work is used, adapted, or represented in the Client’s final deliverables. ULC has no control over the editorial, strategic, or communicative decisions made in relation to the final output and therefore disclaims any liability for any reactions, misinterpretations, or consequences arising from the use, distribution, or reception of the final product.
The Indemnity included in the Production PO Terms section attached to this PO shall not apply and shall be replaced in its entirety with the following:
ULC agrees to indemnify and hold Agency and Client harmless from any third-party claims, damages, losses, judgments, penalties, and costs, including reasonable counsel fees and court costs, arising from any breach of the confidentiality obligations herein or warranties and representations set forth above in this Paragraph 9.
Limitation of Liability:
NEITHER PARTY SHALL BE LIABLE TO THE OTHER, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, FOR ANY LOST PROFITS, BUSINESS INTERRUPTION, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LIABILITY.
UNDER NO EVENT WILL ULC’S LIABILITY UNDER THIS AGREEMENT EXCEED [X] TIMES THE FEES PAID OR PAYABLE TO IT; PROVIDED, HOWEVER, THAT IN THE CASE OF ANY CLAIM OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR THE INTENTIONAL BREACH OF ANY CONFIDENTIALITY OBLIGATIONS, OR FAILURE TO COMPLY WITH APPLICABLE LAW, THE LIABILITY OF ULC SHALL NOT BE SUBJECT TO ANY LIMITATION OR CAP HEREUNDER.
This revision ensures that ULC’s liability is clearly restricted to its specific contributions and removes any responsibility for broader project outcomes, messaging, or public reception. Let me know if you’d like further refinements.