Common use of Limitation of Damages Clause in Contracts

Limitation of Damages. SELLER SHALL HAVE NO LIABILITY TO BUYER OR ANY END USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDER, OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER WITH RESPECT TO THE SALE OF GOODS OR PROVISION OF SERVICES FOR LOST PROFITS, LOSS OF USE OR DOWNTIME, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR INCIDENTAL DAMAGES OF ANY KIND WHETHER ARISING IN CONTRACT, TORT, PRODUCT LIABILITY OR OTHERWISE, EVEN IF SELLER WAS ADVISED OF THE POSSIBILITY OF SUCH LOST PROFITS, LOSS OF USE OR DOWNTIME, OR DAMAGES. SELLER’S AGGREGATE AND TOTAL LIABILITY FOR ALL DAMAGES OF ANY NATURE WHATSOEVER TO BUYER AND/OR ANY END USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDER OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER SHALL BE LIMITED TO AND IN NO EVENT SHALL EXCEED THE TOTAL PRICE PAID BY BUYER FOR SUCH GOODS AND SERVICES. BUYER HEREBY EXPRESSLY WAIVES ITS RIGHT TO ASSERT A CLAIM OR DEFENSE FOR RECOUPMENT AND/OR SETOFF, EQUITABLE OR OTHERWISE, WHEN BUYER’S UNDERLYING CLAIM WOULD BE BARRED BY THE APPLICABLE STATUTE OF LIMITATIONS PERIOD.

Limitation of Damages. SELLER IN NO EVENT SHALL HAVE NO LIABILITY TO BUYER OR ANY END USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDERRICOH, OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER WITH RESPECT TO THE SALE OF GOODS PARENT, SUBSIDIARY, AFFILIATE, SUBCONTRACTOR OR PROVISION OF SERVICES FOR LOST PROFITS, LOSS OF USE OR DOWNTIMELICENSOR, OR ANY OF ITS OR THEIR AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPOYEES OR AGENTS, BE LIABLE TO SUBSCRIBER UNDER THIS AGREEMENT OR OTHERWISE, FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARYINCIDENTAL, OR INCIDENTAL PUNITIVE DAMAGES OF ANY KIND WHETHER ARISING IN CONTRACT, TORT, PRODUCT LIABILITY OR OTHERWISE, (EVEN IF SELLER WAS THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOST PROFITSDAMAGES) INCLUDING, WITHOUT LIMITATION, LOSS OF USE REVENUE, LOSS OR DOWNTIMEDESTRUCTION OF DATA, ANTICIPATED PROFITS OR LOST BUSINESS, LOSS OR CORRUPTION OF SUBSCRIBER DATA, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES, SERVICES OR REPLACEMENT SERVICES, OR DAMAGESDOWNTIME COSTS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. SELLER’S AGGREGATE AND TOTAL LIABILITY FOR ALL DAMAGES OF ANY NATURE WHATSOEVER IN ADDITION, TO BUYER AND/OR ANY END USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATIONTHE EXTENT PERMITTED BY LAW, PURCHASE ORDER OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER SHALL BE LIMITED TO AND IN NO EVENT SHALL EXCEED RICOH BE LIABLE TO SUBSCRIBER FOR DAMAGES IN EXCESS OF THE TOTAL PRICE PAID BY BUYER FOR SUCH GOODS AND SERVICES. BUYER HEREBY EXPRESSLY WAIVES ITS RIGHT TO ASSERT FEES RECEIVED UNDER THIS AGREEMENT DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH A CLAIM FOR DAMAGES AROSE. THE FOREGOING LIMITATIONS SHALL APPLY TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, AND OTHER TORTS. NOTHING IN THIS AGREEMENT LIMITS OR DEFENSE EXCLUDES EITHER PARTY’S LIABILITY FOR: (i) DEATH OR PERSONAL INJURY CAUSE BY ITS NEGLIGENCE; (ii) FOR RECOUPMENT AND/FRAUDULENT MISREPRESENTATION OR SETOFF, EQUITABLE FOR ANY OTHER FRAUDULENT ACT OR OTHERWISE, WHEN BUYER’S UNDERLYING CLAIM WOULD OMISSION; (iii) TO PAY SUMS PROPERLY DUE AND OWING TO THE OTHER IN THE NORMAL COURSE OF PERFORMANCE OF THIS AGREEMENT; or (iv) FOR ANY OTHER LIABILITY WHICH MAY NOT LAWFULLY BE BARRED BY THE APPLICABLE STATUTE OF LIMITATIONS PERIODEXCLUDED OR LIMITED.

Limitation of Damages. SELLER (a) NOTWITHSTANDING ANYTHING CONTAINED TO THE CONTRARY IN ANY OTHER PROVISION OF THIS AGREEMENT AND EXCEPT FOR CLAIMS MADE BY THIRD PARTIES WHICH SHALL HAVE NO LIABILITY TO BUYER NOT BE LIMITED BY THIS PARAGRAPH, THE PARTIES AGREE THAT THE RECOVERY BY ANY PARTY OF ANY LIABILITIES, DAMAGES, COSTS OR OTHER EXPENSES SUFFERED OR INCURRED BY IT AS A RESULT OF ANY END USER BREACH OR NONFULFILLMENT BY A PARTY OF GOODS ANY OF ITS REPRESENTATIONS, WARRANTIES, COVENANTS, AGREEMENTS OR SERVICES PROVIDED OTHER OBLIGATIONS UNDER A QUOTATION, PURCHASE ORDERTHIS AGREEMENT, OR IN CONNECTION WITH A CLAIM FOR INDEMNIFICATION UNDER THIS SECTION 12 SHALL BE LIMITED TO ACTUAL DAMAGES AND SHALL NOT INCLUDE OR APPLY TO, NOR SHALL ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER WITH RESPECT PARTY BE ENTITLED TO THE SALE OF GOODS OR PROVISION OF SERVICES FOR LOST PROFITSRECOVER, LOSS OF USE OR DOWNTIME, OR FOR SPECIAL, ANY INDIRECT, CONSEQUENTIAL, EXEMPLARYEXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES ON ACCOUNT OF LOST PROFITS OR INCIDENTAL OPPORTUNITIES OR BUSINESS INTERRUPTION OR DIMINUTION IN VALUE) SUFFERED OR INCURRED BY ANY PARTY; PROVIDED, HOWEVER, THAT SUCH RESTRICTION AND LIMITATION SHALL NOT APPLY (x) AS A RESULT OF A THIRD PARTY CLAIM FOR SUCH INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OR (y) TO INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES ON ACCOUNT OF ANY KIND WHETHER ARISING LOST PROFITS OR OPPORTUNITIES OR BUSINESS INTERRUPTION OR DIMINUTION IN CONTRACT, TORT, PRODUCT LIABILITY OR OTHERWISE, EVEN IF SELLER WAS ADVISED VALUE) THAT ARE A RESULT OF THE POSSIBILITY GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH LOST PROFITS, LOSS OF USE THE BREACHING OR DOWNTIME, NONFULFILLING PARTY OR DAMAGES. SELLER’S AGGREGATE AND TOTAL LIABILITY FOR ALL DAMAGES OF ANY NATURE WHATSOEVER TO BUYER AND/OR ANY END USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDER OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER SHALL BE LIMITED TO AND IN NO EVENT SHALL EXCEED THE TOTAL PRICE PAID BY BUYER FOR SUCH GOODS AND SERVICES. BUYER HEREBY EXPRESSLY WAIVES ITS RIGHT TO ASSERT A CLAIM OR DEFENSE FOR RECOUPMENT AND/OR SETOFF, EQUITABLE OR OTHERWISE, WHEN BUYER’S UNDERLYING CLAIM WOULD BE BARRED BY THE APPLICABLE STATUTE OF LIMITATIONS PERIODAFFILIATES.

Limitation of Damages. SELLER IN NO EVENT SHALL HAVE NO LIABILITY TO BUYER OR ANY END USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDER, OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER WITH RESPECT EITHER PARTY BE LIABLE TO THE SALE OF GOODS OR PROVISION OF SERVICES OTHER PARTY FOR LOST PROFITSANY PUNITIVE, LOSS OF USE OR DOWNTIME, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL OR INCIDENTAL CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING BUT NOT LIMITED TO LOST PROFITS, BUSINESS REVENUES, BUSINESS INTERRUPTION AND THE LIKE), ARISING FROM OR RELATING TO THE RELATIONSHIP BETWEEN SUPPLIER AND COMPANY, INCLUDING ALL PRIOR DEALINGS AND AGREEMENTS, OR THE CONDUCT OF BUSINESS UNDER OR BREACH OF THIS AGREEMENT OR ANY ORDER, CANCELLATION OF ANY ORDER OR ORDERS OR THE TERMINATION OF BUSINESS RELATIONS, REGARDLESS OF WHETHER ARISING IN THE CLAIM UNDER WHICH SUCH DAMAGES ARE SOUGHT IS BASED UPON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, TORT, PRODUCT LIABILITY STRICT LIABILITY, STATUTE, REGULATION OR OTHERWISEANY OTHER LEGAL THEORY OR LAW, EVEN IF SELLER WAS COMPANY OR SUPPLIER HAS BEEN ADVISED BY THE OTHER PARTY OF THE POSSIBILITY OF SUCH LOST PROFITSDAMAGES; PROVIDED, LOSS OF USE OR DOWNTIMEHOWEVER, OR DAMAGES. SELLER’S AGGREGATE THE FOREGOING SHALL NOT LIMIT THE SPECIFIC RIGHTS AND TOTAL REMEDIES EXPRESSLY PROVIDED IN THIS AGREEMENT, INCLUDING SECTIONS 12 (INDEMNIFICATION) AND 14 (RECALLS),OR LIMIT LIABILITY FOR ALL DAMAGES NEGLIGENT OR WILLFUL BREACH OF ANY NATURE WHATSOEVER TO BUYER AND/OR ANY END THE USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDER OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER SHALL BE LIMITED TO AND IN NO EVENT SHALL EXCEED THE TOTAL PRICE PAID BY BUYER FOR SUCH GOODS AND SERVICES. BUYER HEREBY EXPRESSLY WAIVES ITS RIGHT TO ASSERT A CLAIM OR DEFENSE FOR RECOUPMENT AND/OR SETOFF, EQUITABLE OR OTHERWISE, WHEN BUYER’S UNDERLYING CLAIM WOULD BE BARRED BY THE APPLICABLE STATUTE OF LIMITATIONS PERIODAGREEMENT.

Limitation of Damages. SELLER SHALL HAVE NO LIABILITY TO BUYER OR ANY END USER CHOICE OF GOODS OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDER, OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER WITH RESPECT TO THE SALE LAW; DISCLAIMER OF GOODS OR PROVISION OF SERVICES WARRANTIES. FOR LOST PROFITS, LOSS OF USE OR DOWNTIME, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR INCIDENTAL DAMAGES BREACH OF ANY KIND WHETHER ARISING PROVISION FOR WHICH AN EXPRESS REMEDY OR MEASURE OF DAMAGES IS HEREIN PROVIDED, SUCH EXPRESS REMEDY OR MEASURE OF DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY HEREUNDER, THE OBLIGOR'S LIABILITY SHALL BE LIMITED AS SET FORTH IN CONTRACTSUCH PROVISION AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. IF NO REMEDY OR MEASURE OF DAMAGES IS EXPRESSLY HEREIN PROVIDED, TORT, PRODUCT THE OBLIGOR'S LIABILITY OR OTHERWISE, EVEN IF SELLER WAS ADVISED OF THE POSSIBILITY OF SUCH LOST PROFITS, LOSS OF USE OR DOWNTIME, OR DAMAGES. SELLER’S AGGREGATE AND TOTAL LIABILITY FOR ALL DAMAGES OF ANY NATURE WHATSOEVER TO BUYER AND/OR ANY END USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDER OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER SHALL BE LIMITED TO DIRECT ACTUAL DAMAGES ONLY, SUCH DIRECT ACTUAL DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY HEREUNDER AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. NEITHER PARTY SHALL BE LIABLE FOR PUNITIVE OR EXEMPLARY DAMAGES IN TORT, CONTRACT, UNDER ANY INDEMNITY PROVISION OR OTHERWISE. UNLESS EXPRESSLY HEREIN PROVIDED, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, LOST PROFITS, OR OTHER BUSINESS INTERRUPTION DAMAGES, IN TORT, CONTRACT, UNDER ANY INDEMNITY PROVISION OR OTHERWISE. NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, IN NO EVENT SHALL EXCEED EITHER PARTY BE LIABLE FOR ANY PENALTIES OR CHARGES ASSESSED BY ANY TRANSPORTER FOR THE TOTAL PRICE PAID UNAUTHORIZED RECEIPT OF GAS BY BUYER FOR SUCH GOODS AND SERVICESTHE OTHER PARTY. BUYER HEREBY ACKNOWLEDGES THAT IT HAS ENTERED INTO THIS AGREEMENT AND IS CONTRACTING FOR THE GAS TO BE SUPPLIED BY SELLER BASED SOLELY UPON THE EXPRESS REPRESENTATIONS AND WARRANTIES HEREIN AND, SUBJECT THERETO, ACCEPTS SUCH GAS "AS-IS" AND "WITH ALL FAULTS". SELLER EXPRESSLY WAIVES ITS RIGHT NEGATES ANY OTHER REPRESENTATION OR WARRANTY, WRITTEN OR ORAL, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY WITH RESPECT TO ASSERT A CLAIM CONFORMITY TO MODELS OR DEFENSE SAMPLES, MERCHANTABILITY, OR FITNESS FOR RECOUPMENT AND/OR SETOFFANY PARTICULAR PURPOSE. THIS AGREEMENT, EQUITABLE OR OTHERWISE, WHEN BUYER’S UNDERLYING CLAIM WOULD EACH TRANSACTION AND THE RIGHTS AND DUTIES OF THE PARTIES ARISING HEREFROM SHALL BE BARRED GOVERNED BY THE APPLICABLE STATUTE LAWS OF LIMITATIONS PERIODTHE STATE OF TEXAS WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

Limitation of Damages. THE LIABILITY OF SELLER ARISING OUT SUPPLYING OR SELLING THE GALVALUME SHEET, OR ITS USE BY BUYER OR BUYER’S CUSTOMER, WHETHER BASED UNDER BREACH OF CONTRACT OR WARRANTY, IN TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, SHALL HAVE NOT IN ANY EVENT EXCEED THE PURCHASE PRICE OF THE GALVALUME SHEET RECEIVED BY SELLER. THE REMEDIES SET FORTH ABOVE SHALL CONSTITUTE THE SOLE AND EXCLUSIVE REMEDY OF BUYER AND THE SOLE AND EXCLUSIVE LIABILITY OF SELLER WHETHER THE CLAIMS OF BUYER ARE BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE. UNDER NO LIABILITY CIRCUMSTANCES SHALL SELLER BE LIABLE TO BUYER FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR ANY END USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATIONPUNITIVE DAMAGES, PURCHASE ORDERWHETHER BASED UPON LOST GOODWILL, OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER WITH RESPECT TO THE SALE OF GOODS OR PROVISION OF SERVICES FOR LOST PROFITS, LOSS WORK STOPPAGE, IMPAIRMENT OF USE OR DOWNTIMEOTHER GOODS, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR INCIDENTAL DAMAGES OF ANY KIND WHETHER ARISING IN CONTRACT, TORT, PRODUCT LIABILITY OR OTHERWISE, EVEN IF SELLER WAS ADVISED OF THE POSSIBILITY OF SUCH LOST PROFITSPROPERTY DAMAGE, LOSS OF USE OR DOWNTIMEUSE, EXPENSES OF RECALL, OR DAMAGES. SELLER’S AGGREGATE AND TOTAL LIABILITY FOR ALL DAMAGES OF ANY NATURE WHATSOEVER TO BUYER AND/OR ANY END USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDER OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER SHALL BE LIMITED TO AND IN NO EVENT SHALL EXCEED THE TOTAL PRICE PAID BY BUYER FOR SUCH GOODS AND SERVICES. BUYER HEREBY EXPRESSLY WAIVES ITS RIGHT TO ASSERT A CLAIM OR DEFENSE FOR RECOUPMENT AND/OR SETOFF, EQUITABLE OR OTHERWISE, WHEN BUYER’S UNDERLYING CLAIM WOULD BE BARRED BY THE APPLICABLE STATUTE OF LIMITATIONS PERIOD.

Limitation of Damages. SELLER EXCEPT WITH REGARD TO ANY LIABILITY THAT ARISES FROM A PARTY’S INDEMNIFICATION OBLIGATIONS SET FORTH IN THIS AGREEMENT OR SECTION 13 (“CONFIDENTIALITY”), UNDER NO CIRCUMSTANCES SHALL HAVE NO LIABILITY EITHER PARTY BE LIABLE TO BUYER THE OTHER PARTY OR ANY END USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDER, OR TO ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER WITH RESPECT TO THE SALE OF GOODS PERSON OR PROVISION OF SERVICES FOR LOST PROFITS, LOSS OF USE OR DOWNTIME, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR INCIDENTAL DAMAGES OF ENTITY UNDER ANY KIND WHETHER ARISING IN CONTRACT, TORT, PRODUCT LIABILITY STRICT LIABILITY, NEGLIGENCE, OR OTHERWISEOTHER LEGAL OR EQUITABLE CLAIM OR THEORY FOR ANY SPECIAL, EVEN IF SELLER INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES, LOSS OF GOODWILL OR BUSINESS PROFITS, LOST REVENUE, WORK STOPPAGE, DATA LOSS, COMPUTER FAILURE OR MALFUNCTION, OR FOR ANY AND ALL OTHER DAMAGES, LOSS, OR EXEMPLARY OR PUNITIVE DAMAGES WHETHER SUCH PARTY WAS ADVISED INFORMED OR WAS AWARE OF THE POSSIBILITY OF SUCH LOST PROFITS, LOSS OF USE OR DOWNTIME, DAMAGE. THE FOREGOING SHALL NOT EXCLUDE OR DAMAGES. SELLERLIMIT EITHER PARTY’S AGGREGATE AND TOTAL LIABILITY FOR ALL DAMAGES OF ANY NATURE WHATSOEVER DEATH OR PERSONAL INJURY RESULTING FROM ITS NEGLIGENCE TO BUYER AND/OR ANY END USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDER OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER SHALL THE EXTENT THAT SUCH LIABILITY CANNOT BY LAW BE LIMITED OR EXCLUDED. EXCEPT WITH REGARD TO AND IN A BREACH OF SECTION 13 (“CONFIDENTIALITY”) UNDER NO EVENT CIRCUMSTANCES SHALL JABIL LIABILITY DURING THE TERM OF THIS AGREEMENT EXCEED THE TOTAL PRICE PAID BY BUYER GREATER OF [ * * * ] OR [ * * * ] FOR SUCH GOODS THE LIFE OF THE AGREEMENT. NOTWITHSTANDING THE FOREGOING, JABIL’S MAXIMUM AGGREGATE OBLIGATION TO COMPANY DURING THE TERM OF THIS AGREEMENT UNDER SECTION 16.2 FOR THE DEFENSE, INDEMNIFICATION AND SERVICES. BUYER HEREBY EXPRESSLY WAIVES ITS RIGHT TO ASSERT A CLAIM ANY ADDITIONAL REMEDIES PROVIDED FOR SHALL NOT EXCEED THE GREATER OF [ * * * ] OR DEFENSE FOR RECOUPMENT AND/OR SETOFF, EQUITABLE OR OTHERWISE, WHEN BUYER’S UNDERLYING CLAIM WOULD BE BARRED BY THE APPLICABLE STATUTE OF LIMITATIONS PERIOD.[ * * * ]

Limitation of Damages. SELLER FOR BREACH OF ANY PROVISION FOR WHICH AN EXPRESS REMEDY OR MEASURE OF DAMAGES IS PROVIDED IN THIS TERMINATION AGREEMENT, SUCH EXPRESS REMEDY OR MEASURE OF DAMAGES SHALL HAVE BE THE SOLE AND EXCLUSIVE REMEDY UNDER THIS TERMINATION AGREEMENT, AND THE OBLIGOR’S LIABILITY SHALL BE LIMITED AS SET FORTH IN SUCH PROVISION, AND ALL OTHER REMEDIES OR DAMAGES ARE WAIVED. IF NO REMEDY OR MEASURE OF DAMAGES IS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE OBLIGOR’S LIABILITY SHALL BE LIMITED TO BUYER DIRECT ACTUAL DAMAGES ONLY, AND SUCH DIRECT ACTUAL DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY UNDER THIS AGREEMENT, AND ALL OTHER REMEDIES OR ANY END USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDER, OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER WITH RESPECT DAMAGES ARE WAIVED. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE SALE OF GOODS OR OTHER PARTY UNDER ANY PROVISION OF SERVICES THIS AGREEMENT FOR LOST PROFITSCONSEQUENTIAL, LOSS OF USE OR DOWNTIMEINCIDENTAL, OR FOR SPECIAL, INDIRECT, CONSEQUENTIALPUNITIVE, EXEMPLARY, OR INCIDENTAL DAMAGES OF ANY KIND WHETHER ARISING INDIRECT DAMAGES, IN TORT, CONTRACT, TORT, PRODUCT LIABILITY OR OTHERWISE. TO THE EXTENT ANY PAYMENT REQUIRED TO BE MADE PURSUANT TO ANY PROVISION OF THIS AGREEMENT IS AGREED BY THE PARTIES TO CONSTITUTE LIQUIDATED DAMAGES, EVEN IF SELLER WAS ADVISED THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, AND THAT SUCH PAYMENT CONSTITUTES A REASONABLE APPROXIMATION OF THE POSSIBILITY AMOUNT OF SUCH LOST PROFITS, LOSS OF USE OR DOWNTIME, OR DAMAGES. SELLER’S AGGREGATE AND TOTAL LIABILITY FOR ALL DAMAGES OF ANY NATURE WHATSOEVER TO BUYER AND/OR ANY END USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDER OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER SHALL BE LIMITED TO AND IN NO EVENT SHALL EXCEED THE TOTAL PRICE PAID BY BUYER FOR SUCH GOODS AND SERVICES. BUYER HEREBY EXPRESSLY WAIVES ITS RIGHT TO ASSERT A CLAIM OR DEFENSE FOR RECOUPMENT AND/OR SETOFF, EQUITABLE OR OTHERWISE, WHEN BUYER’S UNDERLYING CLAIM WOULD BE BARRED BY THE APPLICABLE STATUTE OF LIMITATIONS PERIOD.

Limitation of Damages. SELLER SHALL HAVE NO LIABILITY TO BUYER OR ANY END USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDER, OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER WITH RESPECT NEITHER PARTY WILL BE RESPONSIBLE TO THE SALE OF GOODS OTHER PARTY OR PROVISION OF SERVICES ITS AFFILIATES FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF USE OR DOWNTIMEBUSINESS INTERRUPTION, OR FOR SPECIALOTHER INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARYPUNITIVE, OR INCIDENTAL ECONOMIC DAMAGES OF ANY KIND (INCLUDING THOSE ASSOCIATED WITH IMPROPER, UNDER-CALCULATED OR UNDER-ACCRUED TAXES OR GOVERNMENT LEVIES), WHETHER ARISING IN CONTRACTFROM CUSTOMER’S USE OF (OR INABILITY TO USE) THE INTELLECTUAL PROPERTY, TORTSUPPORT PROVIDED HEREUNDER, PRODUCT LIABILITY OR OTHERWISE, EVEN IF SELLER WAS THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOST PROFITS, LOSS OF USE OR DOWNTIME, OR DAMAGESDAMAGE. SELLER’S AGGREGATE AND TOTAL LIABILITY FOR ALL DAMAGES OF ANY NATURE WHATSOEVER TO BUYER AND/OR ANY END USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDER OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER SHALL BE LIMITED TO AND IN NO EVENT SHALL EXCEED SKYWIRE BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE TOTAL PRICE INTELLECTUAL PROPERTY LICENSE FEES PAID HEREUNDER. SKYWIRE SHALL NOT BE RESPONSIBLE FOR AND DISCLAIMS ANY LIABILITY ASSOCIATED WITH FAILURE TO PROCESS CREDIT CARD TRANSACTIONS. SKYWIRE SHALL NOT, BY BUYER REASON OF THE DISCONTINUATION OR MODIFICATION OF THE INTELLECTUAL PROPERTY OR ANY SKYWIRE SOFTWARE OR THE TERMINATION OR NON-RENEWAL OF THIS AGREEMENT, BE LIABLE TO CUSTOMER FOR SUCH GOODS AND SERVICESCOMPENSATION, REIMBURSEMENT OR DAMAGES ON ACCOUNT OF THE LOSS OF PROSPECTIVE PROFITS, OR ON ACCOUNT OF EXPENDITURES, INVESTMENTS OR COMMITMENTS MADE IN CONNECTION WITH THE ESTABLISHMENT, DEVELOPMENT OR MAINTENANCE OF CUSTOMER’S BUSINESS. BUYER HEREBY EXPRESSLY WAIVES ITS RIGHT TO ASSERT A CLAIM SKYWIRE SHALL HAVE NO LIABILITY OF ANY KIND FOR ANY THIRD PARTY PRODUCT OR DEFENSE FOR RECOUPMENT AND/OR SETOFF, EQUITABLE OR OTHERWISE, WHEN BUYER’S UNDERLYING CLAIM WOULD BE BARRED SERVICE NOT PROVIDED BY THE APPLICABLE STATUTE OF LIMITATIONS PERIOD.SKYWIRE HEREUNDER. CONFIDENTIALITY

Limitation of Damages. SELLER TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY AND ITS AFFILIATES, OFFICERS MANAGERS, ASSOCIATES, AND OTHER REPRESENTATIVES SHALL HAVE NO LIABILITY TO BUYER NOT BE LIABLE FOR, AND I HEREBY RELEASE THE FOREGOING FROM AND WAIVE ANY CLAIM OF ANY SPECIAL INCIDENTAL, INDIRECT, PUNITIVE OR ANY END USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDEREXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY OTHER AGREEMENT BETWEEN BUYER KIND OR NATURE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST BUSINESS, AND SELLER LOST OPPORTUNITIES, HOWEVER, CAUSED, ARISING OUT OF OR RELATING TO THE COMPANY’S PERFORMANCE, NON-PERFORMANCE, ACT OR OMISSION WITH RESPECT TO THE SALE BUSINESS RELATIONSHIP OR OTHER MATTERS BETWEEN MYSELF AND THE COMPANY, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF GOODS OR PROVISION OF SERVICES FOR LOST PROFITS, LOSS OF USE OR DOWNTIME, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR INCIDENTAL DAMAGES OF ANY KIND WHETHER ARISING IN CONTRACT, TORT, PRODUCT OR OTHER THEORY OF LIABILITY (INCLUDING BUT NOT LIMITED TO NEGLIGENCE OR STRICT LIABILITY, OR OTHERWISE, EVEN IF SELLER WAS BOXT OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOST PROFITS, LOSS OF USE OR DOWNTIME, OR DAMAGES. SELLER’S FURTHERMORE, IT IS AGREED THAT THE COMPANY AND ITS AFFILIATES, OFFICERS MANAGERS, ASSOCIATES, AND OTHER REPRESENTATIVES TOTAL AGGREGATE LIABILITY ARISING IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED, AND TOTAL LIABILITY FOR ALL DAMAGES OF ANY NATURE WHATSOEVER TO BUYER AND/OR ANY END USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDER OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER SHALL BE IS HEREBY EXPRESSLY LIMITED TO THE AMOUNT OF UNSOLD BOXT PRODUCTS AND IN NO EVENT SHALL EXCEED THE TOTAL PRICE PAID SERVICES OWNED OR HELD BY BUYER FOR SUCH GOODS ME, PLUS UNPAID COMMISSIONS, BONUSES AND SERVICES. BUYER HEREBY EXPRESSLY WAIVES ITS RIGHT TO ASSERT A CLAIM OR DEFENSE FOR RECOUPMENT AND/OR SETOFF, EQUITABLE OR OTHERWISE, WHEN BUYER’S UNDERLYING CLAIM WOULD BE BARRED BY THE APPLICABLE STATUTE OF LIMITATIONS PERIODOVERRIDES.

Limitation of Damages. SELLER SHALL HAVE NO LIABILITY TO BUYER OR ANY END USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDER, OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER WITH RESPECT NOTWITHSTANDING ANYTHING HEREIN TO THE SALE OF GOODS OR PROVISION OF SERVICES FOR LOST PROFITSCONTRARY AND EXCEPT AS PROVIDED IN THE PROVISO CLAUSE TO THIS SENTENCE AND IN SECTION 7.12, LOSS OF USE OR DOWNTIMEIN CONNECTION WITH ANY CLAIM MADE BY A PARTY AGAINST ANOTHER PARTY HEREUNDER, OR FOR SPECIAL, INDIRECTTHE CLAIMING PARTY SHALL NOT BE ENTITLED TO RECOVER ANY PUNITIVE, CONSEQUENTIAL, EXEMPLARYSPECIAL, INCIDENTAL OR INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY EXEMPLARY DAMAGES, TREBLE DAMAGES, PENALTIES, OR INCIDENTAL DAMAGES LOSS OF ANY KIND PROFITS OR INCOME), WHETHER ARISING BASED ON STATUTE, IN CONTRACT, TORT, PRODUCT LIABILITY CONTRACT OR OTHERWISE, EVEN REGARDLESS OF WHETHER SUCH DAMAGES MAY BE AVAILABLE UNDER APPLICABLE LAW OR OTHERWISE, AND WHETHER OR NOT ARISING FROM A PARTY'S SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT, THE PARTIES HERETO HEREBY WAIVING THEIR RIGHT, IF SELLER WAS ADVISED OF THE POSSIBILITY OF ANY, TO RECOVER SUCH LOST PROFITSDAMAGES IN CONNECTION WITH ANY CLAIMS HEREUNDER; PROVIDED, LOSS OF USE OR DOWNTIMEHOWEVER, OR DAMAGES. SELLER’S AGGREGATE AND TOTAL LIABILITY FOR ALL DAMAGES OF ANY NATURE WHATSOEVER TO BUYER AND/OR ANY END USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDER OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER SHALL BE LIMITED TO AND THAT (A) IN NO EVENT SHALL EXCEED SUCH LIMITATIONS OR RESTRICTIONS PREVENT A PARTY FROM RECOVERING ITS ACTUAL DAMAGES AND (B) THE TOTAL PRICE PAID BY BUYER FOR FOREGOING LIMITATIONS AND RESTRICTIONS SHALL NOT APPLY TO ANY SUCH GOODS AND SERVICES. BUYER HEREBY EXPRESSLY WAIVES ITS RIGHT DAMAGES THAT ARE ATTRIBUTABLE TO ASSERT A THE GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD OF THE PARTY AGAINST WHOM SUCH CLAIM OR DEFENSE FOR RECOUPMENT AND/OR SETOFF, EQUITABLE OR OTHERWISE, WHEN BUYER’S UNDERLYING CLAIM WOULD BE BARRED BY THE APPLICABLE STATUTE OF LIMITATIONS PERIODIS MADE.

Limitation of Damages. SELLER SHALL HAVE NO LIABILITY NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NEITHER PARTY WILL BE LIABLE UNDER ANY CIRCUMSTANCES OR LEGAL THEORY FOR DAMAGES ARISING OUT OF THIS AGREEMENT RELATED TO BUYER INCONVENIENCE, DOWNTIME, INTEREST, COST OF CAPITAL, FRUSTRATION OF ECONOMIC OR ANY END USER BUSINESS EXPECTATIONS, LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOSS OF GOODS USE, TIME, DATA, OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDERGOODWILL, OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER WITH RESPECT SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL, COLLATERAL OR CONSEQUENTIAL DAMAGES, REGARDLESS OF WHETHER SUCH LOSSES ARE FORESEEABLE; PROVIDED, HOWEVER, THAT: (a) TO THE SALE EXTENT AN INDEMNIFIED PARTY IS REQUIRED TO PAY ANY DAMAGES RELATED TO INCONVENIENCE, DOWNTIME, INTEREST, COST OF GOODS CAPITAL, FRUSTRATION OF ECONOMIC OR PROVISION OF SERVICES FOR BUSINESS EXPECTATIONS, LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOSS OF USE OR DOWNTIMEUSE, TIME, DATA, OR FOR GOODWILL, OR ANY SPECIAL, PUNITIVE, INDIRECT, CONSEQUENTIALINCIDENTAL, EXEMPLARYCOLLATERAL OR CONSEQUENTIAL DAMAGES, TO ANOTHER PERSON IN CONNECTION WITH A THIRD PARTY CLAIM PURSUANT TO SECTION 7.1, SUCH DAMAGES WILL CONSTITUTE DIRECT DAMAGES AS BETWEEN THE PARTIES AND WILL NOT BE SUBJECT TO THE LIMITATION SET FORTH IN THIS SECTION 9.2; AND (b) THIS SECTION 9.2 WILL NOT APPLY TO ANY DAMAGES THAT ARE FINALLY ADJUDICATED BY AN ARBITRATION TRIBUNAL OR INCIDENTAL DAMAGES COURT OF ANY KIND WHETHER ARISING IN CONTRACTCOMPETENT JURISDICTION TO HAVE ARISEN FROM OR BE RELATED TO GROSS NEGLIGENCE, TORT, PRODUCT LIABILITY WILLFUL MISCONDUCT OR OTHERWISE, EVEN IF SELLER WAS ADVISED BAD FAITH ON THE PART OF THE POSSIBILITY OF SUCH LOST PROFITS, LOSS OF USE OR DOWNTIME, OR DAMAGES. SELLER’S AGGREGATE AND TOTAL LIABILITY FOR ALL DAMAGES OF ANY NATURE WHATSOEVER TO BUYER AND/OR ANY END USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDER OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER SHALL BE LIMITED TO AND IN NO EVENT SHALL EXCEED THE TOTAL PRICE PAID BY BUYER FOR SUCH GOODS AND SERVICES. BUYER HEREBY EXPRESSLY WAIVES ITS RIGHT TO ASSERT A CLAIM OR DEFENSE FOR RECOUPMENT AND/OR SETOFF, EQUITABLE OR OTHERWISE, WHEN BUYER’S UNDERLYING CLAIM WOULD BE BARRED BY THE APPLICABLE STATUTE OF LIMITATIONS PERIODINDEMNIFYING PARTY.

Limitation of Damages. SELLER SHALL HAVE NO LIABILITY (a) NOTWITHSTANDING ANYTHING CONTAINED TO BUYER OR ANY END USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDER, OR THE CONTRARY IN ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER WITH RESPECT TO THE SALE OF GOODS OR PROVISION OF SERVICES THIS AGREEMENT AND EXCEPT FOR LOST PROFITSCLAIMS MADE BY THIRD PARTIES WHICH SHALL NOT BE LIMITED BY THIS PARAGRAPH, LOSS THE PARTIES AGREE THAT THE RECOVERY BY ANY PARTY OF USE ANY LIABILITIES, DAMAGES, COSTS OR DOWNTIMEOTHER EXPENSES SUFFERED OR INCURRED BY IT AS A RESULT OF ANY BREACH OR NONFULFILLMENT BY A PARTY OF ANY OF ITS REPRESENTATIONS, WARRANTIES, COVENANTS, AGREEMENTS OR FOR SPECIALOTHER OBLIGATIONS UNDER THIS AGREEMENT, SHALL BE LIMITED TO ACTUAL DAMAGES AND SHALL NOT INCLUDE OR APPLY TO, NOR SHALL ANY PARTY BE ENTITLED TO RECOVER, ANY INDIRECT, CONSEQUENTIAL, EXEMPLARYEXEMPLARY OR Tankage, Loading Rack and Crude Oil Receiving Throughput Agreement (Cheyenne) PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES ON ACCOUNT OF LOST PROFITS OR INCIDENTAL OPPORTUNITIES OR BUSINESS INTERRUPTION OR DIMINUTION IN VALUE) SUFFERED OR INCURRED BY ANY PARTY; PROVIDED, HOWEVER, THAT SUCH RESTRICTION AND LIMITATION SHALL NOT APPLY (x) AS A RESULT OF A THIRD PARTY CLAIM FOR SUCH INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OR (y) TO INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES ON ACCOUNT OF ANY KIND WHETHER ARISING LOST PROFITS OR OPPORTUNITIES OR BUSINESS INTERRUPTION OR DIMINUTION IN CONTRACT, TORT, PRODUCT LIABILITY OR OTHERWISE, EVEN IF SELLER WAS ADVISED VALUE) THAT ARE A RESULT OF THE POSSIBILITY GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH LOST PROFITS, LOSS OF USE THE BREACHING OR DOWNTIME, NONFULFILLING PARTY OR DAMAGES. SELLER’S AGGREGATE AND TOTAL LIABILITY FOR ALL DAMAGES OF ANY NATURE WHATSOEVER TO BUYER AND/OR ANY END USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDER OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER SHALL BE LIMITED TO AND IN NO EVENT SHALL EXCEED THE TOTAL PRICE PAID BY BUYER FOR SUCH GOODS AND SERVICES. BUYER HEREBY EXPRESSLY WAIVES ITS RIGHT TO ASSERT A CLAIM OR DEFENSE FOR RECOUPMENT AND/OR SETOFF, EQUITABLE OR OTHERWISE, WHEN BUYER’S UNDERLYING CLAIM WOULD BE BARRED BY THE APPLICABLE STATUTE OF LIMITATIONS PERIODAFFILIATES.

Limitation of Damages. SELLER TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR AND ITS SUPPLIERS SHALL HAVE NO LIABILITY TO BUYER OR NOT BE LIABLE FOR ANY END USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATIONINDIRECT, PURCHASE ORDERSPECIAL, INCIDENTAL, OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER WITH RESPECT TO THE SALE CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODS OR PROVISION BUSINESS, LOSS OF SERVICES FOR LOST PROFITS, LOSS OF USE DATA, LOSS OF CONNECTIVITY, PERSONAL INJURY OR DOWNTIMEDEATH, LOSS OF LABOR OR OPPORTUNITY, LOSS 0F OR DAMAGE TO PROPERTY, OR FOR SPECIALTHE LIKE), INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR INCIDENTAL DAMAGES WHETHER BASED ON BREACH OF ANY KIND WHETHER ARISING IN CONTRACT, TORTTORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF SELLER WAS LICENSOR OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOST PROFITSDAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. LICENSOR SHALL NOT BE LIABLE FOR DAMAGES RESULTING FROM USE OF THE PRODUCT IN RISKY OR INHERENTLY DANGEROUS ACTIVITIES DUE TO THE POSSIBILITY THAT IT WILL NOT FUNCTION OR WILL FUNCTION SLOWLY OR INTERMITTENTLY AND ITS FUNCTIONALITY MAY BE SUBJECT TO INTERFERENCE. SIMILARLY, LOSS OF USE OR DOWNTIME, OR DAMAGESLICENSOR SHALL NOT BE LIABLE IN THE EVENT THAT THE PRODUCT RESULTS IN INTERFERENCE WITH OTHER ELECTRONIC DEVICES. SELLERLICENSOR’S AGGREGATE AND TOTAL LIABILITY TO YOU FOR ALL DAMAGES OF ANY NATURE CAUSE WHATSOEVER TO BUYER AND/OR ANY END USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDER OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER SHALL WILL BE LIMITED TO AND IN NO EVENT SHALL EXCEED THE TOTAL PRICE AMOUNT PAID BY BUYER YOU FOR SUCH GOODS AND SERVICES. BUYER HEREBY EXPRESSLY WAIVES ITS RIGHT TO ASSERT A CLAIM OR DEFENSE FOR RECOUPMENT AND/OR SETOFF, EQUITABLE OR OTHERWISE, WHEN BUYER’S UNDERLYING CLAIM WOULD BE BARRED BY THE APPLICABLE STATUTE OF LIMITATIONS PERIODTHIS PRODUCT.

Limitation of Damages. SELLER IN NO EVENT SHALL HAVE NO LIABILITY TO BUYER OR ANY END USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATIONMDL, PURCHASE ORDERITS LICENSORS, DEALERS, DISTRIBUTORS, AGENTS, OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER EMPLOYEES OR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION, OR DELIVERY OF THE SOFTWARE BE LIABLE WITH RESPECT TO THE SALE ANY SUBJECT MATTER OF GOODS THIS LICENSE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR PROVISION OF SERVICES OTHER THEORY FOR LOST PROFITSANY INDIRECT, LOSS OF USE OR DOWNTIME, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, EXEMPLARY OR INCIDENTAL DAMAGES OF ANY KIND WHETHER ARISING IN CONTRACTNATURE, TORTINCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF BUSINESS PROFITS OR REVENUE, PRODUCT LOSS OR INACCURACY OR CORRUPTION OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, LIABILITY OR OTHERWISEINJURY TO THIRD PERSONS, EVEN IF SELLER WAS AND THE LIKE, WHETHER FORESEEABLE OR NOT, ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, REGARDLESS OF WHETHER MDL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOST PROFITS, LOSS OF USE OR DOWNTIME, OR DAMAGES. SELLER’S AGGREGATE AND TOTAL LIABILITY FOR ALL DAMAGES OF ANY NATURE WHATSOEVER TO BUYER AND/OR ANY END USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDER OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER SHALL BE LIMITED TO AND IN NO EVENT SHALL WILL MDL, ITS DEALERS’, DISTRIBUTORS’ AGENTS’ OR EMPLOYEES’ LIABILITY FOR ANY DAMAGES TO LICENSEE, OR TO ANY OTHER PERSON OR ENTITY EVER EXCEED THE TOTAL PRICE GREATER OF ONE DOLLAR OR THE LICENSE FEES PAID BY BUYER TO MDL IF ANY, REGARDLESS OF THE FORM OF THE CLAIM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR SUCH GOODS AND SERVICES. BUYER HEREBY EXPRESSLY WAIVES ITS RIGHT TO ASSERT A CLAIM CONSEQUENTIAL OR DEFENSE FOR RECOUPMENT AND/OR SETOFFINCIDENTAL DAMAGES, EQUITABLE OR OTHERWISE, WHEN BUYER’S UNDERLYING CLAIM WOULD BE BARRED BY SO THE APPLICABLE STATUTE OF LIMITATIONS PERIODABOVE EXCLUSION MAY NOT APPLY.

Limitation of Damages. SELLER SHALL HAVE NO LIABILITY NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NEITHER PARTY WILL BE LIABLE UNDER ANY CIRCUMSTANCES OR LEGAL THEORY FOR DAMAGES ARISING OUT OF THIS AGREEMENT RELATED TO BUYER INCONVENIENCE, DOWNTIME, INTEREST, COST OF CAPITAL, FRUSTRATION OF ECONOMIC OR ANY END USER BUSINESS EXPECTATIONS, LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOSS OF GOODS USE, TIME, DATA, OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDERGOODWILL, OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER WITH RESPECT SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL, COLLATERAL OR CONSEQUENTIAL DAMAGES, REGARDLESS OF WHETHER SUCH LOSSES ARE FORESEEABLE; PROVIDED, HOWEVER, THAT: (a) TO THE SALE EXTENT AN INDEMNIFIED PARTY IS REQUIRED TO PAY ANY DAMAGES RELATED TO INCONVENIENCE, DOWNTIME, INTEREST, COST OF GOODS CAPITAL, FRUSTRATION OF ECONOMIC OR PROVISION OF SERVICES FOR BUSINESS EXPECTATIONS, LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOSS OF USE OR DOWNTIMEUSE, TIME, DATA, OR FOR GOODWILL, OR ANY SPECIAL, PUNITIVE, INDIRECT, CONSEQUENTIALINCIDENTAL, EXEMPLARYCOLLATERAL OR CONSEQUENTIAL DAMAGES, TO ANOTHER PERSON IN CONNECTION WITH A THIRD PARTY CLAIM PURSUANT TO SECTION 7.1, SUCH DAMAGES WILL CONSTITUTE DIRECT DAMAGES AS BETWEEN THE PARTIES AND WILL NOT BE SUBJECT TO THE LIMITATION SET FORTH IN THIS SECTION 9.2; AND (b) THIS SECTION 9.2 WILL NOT APPLY TO ANY DAMAGES THAT ARE FINALLY ADJUDICATED BY AN ARBITRATION TRIBUNAL OR INCIDENTAL DAMAGES COURT OF ANY KIND WHETHER ARISING IN CONTRACTCOMPETENT JURISDICTION TO HAVE ARISEN FROM OR BE RELATED TO GROSS NEGLIGENCE, TORT, PRODUCT LIABILITY WILLFUL MISCONDUCT OR OTHERWISE, EVEN IF SELLER WAS ADVISED BAD FAITH ON THE PART OF THE POSSIBILITY OF SUCH LOST PROFITS, LOSS OF USE OR DOWNTIME, OR DAMAGESINDEMNIFYING PARTY. SELLER’S AGGREGATE AND TOTAL LIABILITY FOR ALL DAMAGES OF ANY NATURE WHATSOEVER TO BUYER AND/OR ANY END USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDER OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER SHALL BE LIMITED TO AND IN NO EVENT SHALL EXCEED THE TOTAL PRICE PAID BY BUYER FOR SUCH GOODS AND SERVICES. BUYER HEREBY EXPRESSLY WAIVES ITS RIGHT TO ASSERT A CLAIM OR DEFENSE FOR RECOUPMENT AND/OR SETOFF, EQUITABLE OR OTHERWISE, WHEN BUYER’S UNDERLYING CLAIM WOULD BE BARRED BY THE APPLICABLE STATUTE OF LIMITATIONS PERIOD.Exhibit 10.4

Limitation of Damages. SELLER MEMBERS AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, EXCLUSIVE SHALL NOT UNDER ANY CIRCUMSTANCES HAVE NO ANY LIABILITY WHATSOEVER TO A MEMBER OR ANY THIRD-PARTY FOR ANY DAMAGES OR LOSSES OF ANY KIND (KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, DIRECT OR INDIRECT) ARISING OUT OF OR IN ANY WAY RELATED TO ANY DISCLAIMER PROVIDED IN THIS AGREEMENT OR ON THE WEBSITE PLATFORMS. MEMBERS AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, EXCLUSIVE SHALL NOT UNDER ANY CIRCUMSTANCES HAVE ANY LIABILITY WHATSOEVER TO A MEMBER OR ANY THIRD-PARTY FOR ANY (A) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, (B) LOSS OF USE, DATA, OPPORTUNITY, GOODWILL, REPUTATION, PROFIT, PRODUCTION, CONTRACT, SAVINGS, REVENUE, OR HARM TO REPUTATION, OR (C) COSTS OR EXPENSES (INCLUDING ATTORNEYS’ FEES) FOR ANY CLAIM (AS DEFINED IN SECTION 13.B) NOT AMOUNTING TO A WILLFUL OR INTENTIONAL WRONG. REGARDLESS OF THE PREVIOUS PARAGRAPHS, MEMBERS AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, IF EXCLUSIVE IS FOUND LIABLE IN ANY CLAIM (AS DEFINED IN SECTION 13.B), EXCLUSIVE’S TOTAL LIABILITY TO BUYER THE MEMBER OR TO ANY END USER THIRD-PARTY SHALL NOT EXCEED THE AMOUNT OF GOODS OR SERVICES PROVIDED UNDER A QUOTATION, ANY FEES (EXCLUDING THE PURCHASE ORDERPRICE OF ANY LISTING, OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER WITH RESPECT FEES CHARGED BY ANY THIRD-PARTY) PAID BY THE MEMBER TO EXCLUSIVE RELATED TO THE SALE OF GOODS TRANSACTION OR PROVISION OF SERVICES FOR LOST PROFITSLISTING GIVING RISE TO THE LIABILITY. IF NO SUCH FEES WERE PAID BY THE MEMBER TO EXCLUSIVE, LOSS OF USE OR DOWNTIME, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR INCIDENTAL DAMAGES OF ANY KIND WHETHER ARISING IN CONTRACT, TORT, PRODUCT LIABILITY OR OTHERWISE, EVEN IF SELLER WAS ADVISED OF THE POSSIBILITY OF SUCH LOST PROFITS, LOSS OF USE OR DOWNTIME, OR DAMAGES. SELLEREXCLUSIVE’S AGGREGATE AND TOTAL LIABILITY FOR ALL DAMAGES OF ANY NATURE WHATSOEVER TO BUYER AND/THE MEMBER OR ANY END USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDER OR THIRD-PARTY FOR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER CLAIM (AS DEFINED IN SECTION 13.B) SHALL BE LIMITED TO AND IN NO EVENT SHALL NOT EXCEED THE TOTAL PRICE PAID BY BUYER FOR SUCH GOODS AND SERVICES. BUYER HEREBY EXPRESSLY WAIVES ITS RIGHT TO ASSERT A CLAIM OR DEFENSE FOR RECOUPMENT AND/OR SETOFF, EQUITABLE OR OTHERWISE, WHEN BUYER’S UNDERLYING CLAIM WOULD BE BARRED BY THE APPLICABLE STATUTE OF LIMITATIONS PERIOD$500.00 USD.

Limitation of Damages. SELLER LENDER, ITS AFFILIATES AND SUPPLIERS SHALL HAVE NO LIABILITY NOT BE RESPONSIBLE TO BUYER ANY BORROWER OR ANY END USER THIRD PARTY FOR ANY TRANSMISSIONS NOT ACTUALLY RECEIVED OR FOR MALFUNCTIONS IN COMMUNICATIONS FACILITIES WHICH MAY AFFECT THE ACCURACY OR TIMELINESS OF GOODS THE ELECTRONIC RECORDS SENT OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDERRECEIVED, OR FOR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER WITH RESPECT TO THE SALE LOSSES, ERRORS OR DELAYS ARISING OUT OF GOODS SUCH BORROWER’S USE OF ANY ACCESS SERVICE PROVIDER OR PROVISION OF SERVICES CAUSED BY ANY BROWSER SOFTWARE. IN NO EVENT SHALL LENDER OR ITS AFFILIATES OR SUPPLIERS BE LIABLE FOR LOST PROFITSDIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING BUSINESS INTERRUPTION, LOSS OF USE INFORMATION OR DOWNTIME, PROGRAMS OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR INCIDENTAL DAMAGES OF OTHER DATA ON ANY KIND WHETHER ARISING IN CONTRACT, TORT, PRODUCT LIABILITY OR OTHERWISE, BORROWER’S INFORMATION HANDLING SYSTEM) (EVEN IF SELLER WAS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH LOST PROFITS, LOSS OF DAMAGES) RELATED TO SUCH BORROWER’S USE OR DOWNTIMEACCESS TO, OR DAMAGES. SELLERSUCH BORROWER’S AGGREGATE AND TOTAL LIABILITY FOR ALL DAMAGES OF ANY NATURE WHATSOEVER INABILITY TO BUYER AND/USE OR ACCESS, THE MyAccount SITE, ITS CONTENT OR FUNCTIONS OR ANY END USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDER OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER SHALL BE LIMITED TO AND LINKED WEBSITE. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF LENDER, ITS AFFILIATES AND SUPPLIERS ARISING FROM SUCH BORROWER’S USE OR ACCESS TO, OR SUCH BORROWER’S INABILITY TO USE OR ACCESS, THE MyAccount SITE, ITS CONTENT OR FUNCTIONS EXCEED ONE HUNDRED DOLLARS ($100), REGARDLESS OF THE TOTAL PRICE PAID BY BUYER FOR SUCH GOODS AND SERVICES. BUYER HEREBY EXPRESSLY WAIVES ITS RIGHT TO ASSERT A CLAIM OR DEFENSE FOR RECOUPMENT AND/OR SETOFFCAUSE OF ACTION, EQUITABLE WHETHER IN CONTRACT, TORT OR OTHERWISE. THE LIMITATION OF DAMAGES SET FORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN LENDER AND SUCH BORROWER. THIS SERVICE WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATION. The limitations of liability and disclaimers herein contained apply regardless of the form of action, WHEN BUYER’S UNDERLYING CLAIM WOULD BE BARRED BY THE APPLICABLE STATUTE OF LIMITATIONS PERIODwhether in contract, warranty, strict liability, negligence or other tort and shall survive the termination of each Borrower’s use or access to the MyAccount service, a fundamental breach or breaches, or the failure of the essential purpose of contract or the failure of an exclusive remedy.

Limitation of Damages. THE LIABILITY OF SELLER ARISING OUT SUPPLYING OR SELLING THE GALVALUME SHEET, OR ITS USE BY BUYER OR BUYER’S CUSTOMER, WHETHER BASED UNDER BREACH OF CONTRACT OR WARRANTY, IN TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, SHALL HAVE NOT IN ANY EVENT EXCEED THE PURCHASE PRICE OF THE GALVALUME SHEET RECEIVED BY SELLER. THE REMEDIES SET FORTH ABOVE SHALL CONSTITUTE THE SOLE AND EXCLUSIVE REMEDY OF THE BUYER AND THE SOLE AND EXCLUSIVE LIABILITY OF SELLER WHETHER THE CLAIMS OF BUYER ARE BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE. UNDER NO LIABILITY CIRCUMSTANCES SHALL SELLER BE LIABLE TO BUYER FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR ANY END USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATIONPUNITIVE DAMAGES, PURCHASE ORDERWHETHER BASED UPON LOST GOODWILL, OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER WITH RESPECT TO THE SALE OF GOODS OR PROVISION OF SERVICES FOR LOST PROFITS, LOSS WORK STOPPAGE, IMPAIRMENT OF USE OR DOWNTIMEOTHER GOODS, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR INCIDENTAL DAMAGES OF ANY KIND WHETHER ARISING IN CONTRACT, TORT, PRODUCT LIABILITY OR OTHERWISE, EVEN IF SELLER WAS ADVISED OF THE POSSIBILITY OF SUCH LOST PROFITSPROPERTY DAMAGE, LOSS OF USE OR DOWNTIMEUSE, EXPENSES OF RECALL, OR DAMAGESOTHERWISE. SELLER’S AGGREGATE DISCLAIMER OF OTHER WARRANTIES. EXCEPT FOR THE WARRANTY HEREIN STATED, SELLER MAKES NO WARRANTIES, REPRESENTATIONS, GUARANTEES, AFFIRMATIONS OF FACT OR PROMISES, EITHER EXPRESS OR IMPLIED. SELLER HEREBY EXCLUDES AND TOTAL LIABILITY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ALL DAMAGES OF ANY NATURE WHATSOEVER TO BUYER AND/OR ANY END USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATIONPARTICULAR PURPOSE. CLAIMS. Buyer must exercise diligence in inspecting the GALVALUME Sheet as received from Seller to mitigate damages in the event of repair or replacement of non-conforming panels. Claims for breach of this Warranty must be made by the Buyer within the Warranty Period and within thirty (30) days after Xxxxx first discovers the purported non-conformance. Such claims must be delivered to Seller in writing at the applicable claims address set forth herein below. Buyer must give Seller a reasonable opportunity to inspect the defect. Adequate records of the GALVALUME Sheet involved in the claim, PURCHASE ORDER OR ANY OTHER AGREEMENT BETWEEN BUYER including date of shipment by Seller, date of installation, Seller’s order number and invoice number, and such evidence that establishes the claimed non-conformance is covered under this Warranty must be provided by Xxxxx in connection with making the claim. Any legal action that Buyer may commence against Seller for breach of this Warranty must be brought within one (1) year after the cause of action accrues. TRANSFERS AND SELLER SHALL BE LIMITED TO AND IN NO EVENT SHALL EXCEED THE TOTAL PRICE PAID BY BUYER FOR SUCH GOODS AND SERVICESASSIGNMENTS. BUYER HEREBY EXPRESSLY WAIVES ITS RIGHT TO ASSERT A CLAIM OR DEFENSE FOR RECOUPMENT AND/OR SETOFFSeller extends this Warranty only to Buyer. This Warranty does not extend to Xxxxx’s successors and assigns. This Warranty is non-transferable and non-assignable. Buyer and its agents and representatives may not claim, EQUITABLE OR OTHERWISErepresent, WHEN BUYER’S UNDERLYING CLAIM WOULD BE BARRED BY THE APPLICABLE STATUTE OF LIMITATIONS PERIODor imply to Buyer’s customers, distributors, installers or contractors that this Warranty extends to parties other than Buyer, and any violation thereof shall excuse Seller from its obligations under this Warranty.

Limitation of Damages. SELLER IN NO EVENT SHALL HAVE NO LIABILITY EPL IT (OR ITS SUPPLIERS) BE LIABLE TO BUYER OR ANY END USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDER, OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER WITH RESPECT TO THE SALE OF GOODS OR PROVISION OF SERVICES CUSTOMER FOR LOST PROFITS, LOSS OR INTERRUPTION OF USE BUSINESS, LOSS OF DATA OR DOWNTIME, OR FOR ANY SPECIAL, INDIRECT, CONSEQUENTIALINCIDENTAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL OR INCIDENTAL DAMAGES OF ANY KIND OTHER DAMAGES, HOWEVER CAUSED, AND WHETHER ARISING BASED IN CONTRACT, TORT, PRODUCT LIABILITY TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, ANY OTHER THEORY OF LIABILITY. THE FOREGOING LIMITATION SHALL APPLY EVEN IF SELLER WAS EPL IT (OR ITS SUPPLIERS) KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOST PROFITS, LOSS OF USE DAMAGE AND NOTWITHSTANDING ANY FAILURE OR DOWNTIME, OR DAMAGES. SELLER’S AGGREGATE AND TOTAL LIABILITY FOR ALL DAMAGES ESSENTIAL PURPOSE OF ANY NATURE WHATSOEVER LIMITED REMEDY PROVIDED FOR HEREIN. EXCEPT IN RESPECT OF INJURY TO BUYER AND/OR DEATH OF ANY END USER PERSON RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF GOODS EPL IT, ITS EMPLOYEES, AGENTS OR SERVICES PROVIDED SUBCONTRACTORS (FOR WHICH NO LIMIT APPLIES), IN NO EVENT WILL EPL IT’S ENTIRE LIABILITY UNDER A QUOTATION, PURCHASE ORDER THIS AGREEMENT EXCEED THE GREATER OF (A) THE FEES PAID TO EPL IT FOR THE AFFECTED SERVICE OR ANY OTHER REPORT UNDER THIS AGREEMENT BETWEEN BUYER AND SELLER SHALL BE LIMITED TO AND OR (B) $5,000.00. IN NO EVENT SHALL EXCEED EPL IT HAVE ANY LIABILITY FOR ANY COMPONENT OF THE TOTAL PRICE PAID Exhibit 8 to Franchise Agreement (Exhibit D of Multi-State Disclosure Document Control No. 040114) Xx Xxxxx Xxxx # Xxxxxxxx STANDARD STORE CONFIGURATION (AS DESCRIBED IN THE EPL IT STANDARD SERVICES DESCRIPTION). IN ADDITION, EPL IT SHALL NOT BE LIABLE UNDER ANY CLAIM BROUGHT UNDER ANY THEORY OF LAW THAT AROSE MORE THAN ONE (1) YEAR PRIOR TO THE INSTITUTION OF SUIT THEREON. EPL IT SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY BUYER FOR DELAY IN FURNISHING ANY COMPONENT OF THE STANDARD NETWORK OPERATING ENVIRONMENT, ANY REPORTS, ANY SERVICES, OR ANY OTHER PERFORMANCE UNDER OR PURSUANT TO THIS AGREEMENT. EACH PARTY ACKNOWLEDGES AND AGREES THAT THE FOREGOING LIMITATIONS ON LIABILITY ARE ESSENTIAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES AND THAT IN THE ABSENCE OF SUCH GOODS LIMITATIONS, THE MATERIAL AND SERVICES. BUYER HEREBY EXPRESSLY WAIVES ITS RIGHT TO ASSERT A CLAIM OR DEFENSE FOR RECOUPMENT AND/OR SETOFF, EQUITABLE OR OTHERWISE, WHEN BUYER’S UNDERLYING CLAIM ECONOMIC TERMS OF THIS AGREEMENT WOULD BE BARRED BY THE APPLICABLE STATUTE OF LIMITATIONS PERIODSUBSTANTIALLY DIFFERENT.

Limitation of Damages. SELLER SHALL HAVE NO LIABILITY TO BUYER OR ANY END USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDER, OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER WITH RESPECT TO THE SALE OF GOODS MAXIMUM EXTENT PERMITTED BY LAW, NEITHER GOOGLE NOR WORKDAY (NOR ITS AFFILIATES OR PROVISION OF SERVICES LICENSORS) WILL BE LIABLE FOR LOST PROFITSANY DIRECT, LOSS OF USE OR DOWNTIMEINDICT, OR FOR INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, CONSEQUENTIAL OR INCIDENTAL SIMILAR DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY KIND THEORY OF LIABILITY, WHETHER ARISING IN CONTRACT, TORTSTRICT LIABILITY, PRODUCT LIABILITY OR TORT (INCLUDING NEGLIGENCE OF OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THE SOFTWARE, EVEN IF SELLER WAS ADVISED OF THE POSSIBILITY OF SUCH LOST PROFITS, LOSS DAMAGE. THE LAWS OF USE CERTAIN JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR DOWNTIME, LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES. SELLERIF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE EXCLUSIONS OR LIMITATIONS HEREIN MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. IN NO EVENT, HOWEVER, WILL WORKDAY’S AGGREGATE AND TOTAL LIABILITY TO YOU FOR ALL DAMAGES OF EXCEED ONE HUNDRED DOLLARS ($100). YOU ACKNOWLEDGE THAT GOOGLE HAS NO OBLIGATION TO ADDRESS ANY NATURE WHATSOEVER CLAIMS MADE BY YOU OR ANY THIRD PARTY RELATING TO BUYER THE SOFTWARE, OR YOUR POSSESSION AND/OR USE OF THE SOFTWARE, INCLUDING, BUT NOT LIMITED TO: (I) PRODUCT LIABILITY CLAIMS, (II) INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS; (III) ANY END USER CLAIM THAT THE SOFTWARE FAILS TO CONFORM TO ANY APPLICABLE LEGAL OR REGULATORY REQUIREMENT; AND (IV) CLAIMS ARISING UNDER CONSUMER PROTECTION, PRIVACY, OR SIMILAR LEGISLATION, AND IF APPLICABLE, IN CONNECTION WITH THE SOFTWARE’S USE OF GOODS OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDER OR ANY OTHER AGREEMENT BETWEEN BUYER THE HEALTHKIT AND SELLER SHALL BE LIMITED TO AND IN NO EVENT SHALL EXCEED THE TOTAL PRICE PAID BY BUYER FOR SUCH GOODS AND SERVICES. BUYER HEREBY EXPRESSLY WAIVES ITS RIGHT TO ASSERT A CLAIM OR DEFENSE FOR RECOUPMENT AND/OR SETOFF, EQUITABLE OR OTHERWISE, WHEN BUYER’S UNDERLYING CLAIM WOULD BE BARRED BY THE APPLICABLE STATUTE OF LIMITATIONS PERIODHOMEKIT FRAMEWORKS.

Limitation of Damages. SELLER SHALL HAVE THE TELETHERMOGRAPHIC SYSTEM DOES NOT CAUSE AND CANNOT ELIMINATE OR PREVENT OCCURRENCES OF THE EVENTS THAT IT IS INTENDED TO DETECT OR AVERT. ALL LIABILITY RESULTING FROM SUCH EVENTS REMAINS WITH CUSTOMER. CUSTOMER AGREES TO LOOK SOLELY TO CUSTOMER’S INSURER TO RECOVER FOR ANY CLAIMS ARISING OUT OF THE USE OF THE SYSTEM AND RELEASES AND WAIVES ALL RIGHT OF RECOVERY AGAINST XXXXXXXX CONTROLS, INCLUDING BY WAY OF SUBROGATION. IN NO LIABILITY TO BUYER OR ANY END USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATIONEVENT XXXX XXXXXXX CONTROLS BE LIABLE, PURCHASE ORDER, OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER WITH RESPECT TO THE SALE OF GOODS MAXIMUM EXTENT PERMITTED BY LAW, FOR (I) PERSONAL INJURY OR PROVISION OF SERVICES FOR ILLNESS, DEATH OR PROPERTY DAMAGES OR (II) LOST PROFITS, LOSS OF USE OR DOWNTIMEUSE, DIMUNITION OF VALUE, LOST DATA, OR FOR ANY OTHER INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIALPUNTITIVE, EXEMPLARY, OR INCIDENTAL DAMAGES CONSEQUENTIAL DAMAGES, ARISING OUT OF OR RELATED TO THE TELETHERMOGRAPHIC SYSTEM. NOTWITHSTANDING THE FOREGOING, IF XXXXXXX CONTROLS IS FOUND LIABLE UNDER ANY KIND WHETHER ARISING IN CONTRACTLEGAL THEORY, TORT, PRODUCT LIABILITY OR OTHERWISE, EVEN IF SELLER WAS ADVISED OF THE POSSIBILITY OF SUCH LOST PROFITS, LOSS OF USE OR DOWNTIME, OR DAMAGES. SELLER’S AGGREGATE AND XXXXXXX CONTROLS’ TOTAL LIABILITY FOR ALL DAMAGES OF ANY NATURE WHATSOEVER TO BUYER AND/OR ANY END USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDER OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER SHALL WILL BE LIMITED TO AND IN NO EVENT SHALL EXCEED THE TOTAL PRICE SUM EQUAL TO THE INSTALLATION CHARGE PAID BY BUYER FOR CUSTOMER TO WHICH SUCH GOODS CLAIM IS MADE, AS THE AGREED UPON DAMAGES AND SERVICESNOT AS A PENALTY, AS CUSTOMER’S SOLE AND EXCLUSIVE REMEDY. BUYER HEREBY EXPRESSLY WAIVES ITS RIGHT CUSTOMER WILL DEFEND, INDEMNIFY, AND HOLD HARMLESS XXXXXXX CONTROLS AGAINST ANY CLAIMS AND LAWSUITS MADE OR FILED BY ANY PERSON, INCLUDING CUSTOMER’S INSURER, THAT IS RELATED IN ANY WAY TO ASSERT A CLAIM THE TELETHERMOGRAPHIC SYSTEM, INCLUDING THE PAYMENT OF ALL DAMAGES, EXPENSES, COSTS, AND ATTORNEYS' FEES. NO SUIT OR DEFENSE FOR RECOUPMENT AND/OR SETOFFACTION SHALL BE BROUGHT AGAINST XXXXXXX CONTROLS MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF THE CAUSE OF ACTION. SENSORMATIC ELECTONICS, EQUITABLE OR OTHERWISE, WHEN BUYER’S UNDERLYING CLAIM WOULD BE BARRED BY THE APPLICABLE STATUTE OF LIMITATIONS PERIOD.LLC CUSTOMER: [insert name and contac By: (Signature of Authorized Representative) Print Name: information for Customer Representative] By: (Signature of Authorized Representative) Title: Print Name: Date: Title:

Limitation of Damages. SELLER LENDER, ITS AFFILIATES AND SUPPLIERS SHALL HAVE NO LIABILITY NOT BE RESPONSIBLE TO BUYER BORROWER OR ANY END USER THIRD PARTY FOR ANY TRANSMISSIONS NOT ACTUALLY RECEIVED OR FOR MALFUNCTIONS IN COMMUNICATIONS FACILITIES WHICH MAY AFFECT THE ACCURACY OR TIMELINESS OF GOODS THE ELECTRONIC RECORDS SENT OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDERRECEIVED, OR FOR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER WITH RESPECT TO THE SALE LOSSES, ERRORS OR DELAYS ARISING OUT OF GOODS BORROWER’S USE OF ANY ACCESS SERVICE PROVIDER OR PROVISION OF SERVICES CAUSED BY ANY BROWSER SOFTWARE. IN NO EVENT SHALL LENDER OR ITS AFFILIATES OR SUPPLIERS BE LIABLE FOR LOST PROFITSDIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING BUSINESS INTERRUPTION, LOSS OF USE INFORMATION OR DOWNTIME, PROGRAMS OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR INCIDENTAL DAMAGES OF ANY KIND WHETHER ARISING IN CONTRACT, TORT, PRODUCT LIABILITY OR OTHERWISE, OTHER DATA ON BORROWER’S INFORMATION HANDLING SYSTEM) (EVEN IF SELLER WAS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH LOST PROFITS, LOSS OF DAMAGES) RELATED TO BORROWER’S USE OR DOWNTIMEACCESS TO, OR DAMAGES. SELLERBORROWER’S AGGREGATE AND TOTAL LIABILITY FOR ALL DAMAGES OF ANY NATURE WHATSOEVER INABILITY TO BUYER AND/USE OR ACCESS, THE MYACCOUNT SITE, ITS CONTENT OR FUNCTIONS OR ANY END USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDER OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER SHALL BE LIMITED TO AND LINKED WEBSITE. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF LENDER, ITS AFFILIATES AND SUPPLIERS ARISING FROM BORROWER’S USE OR ACCESS TO, OR BORROWER’S INABILITY TO USE OR ACCESS, THE MYACCOUNT SITE, ITS CONTENT OR FUNCTIONS EXCEED ONE HUNDRED DOLLARS ($100), REGARDLESS OF THE TOTAL PRICE PAID BY BUYER FOR SUCH GOODS AND SERVICES. BUYER HEREBY EXPRESSLY WAIVES ITS RIGHT TO ASSERT A CLAIM OR DEFENSE FOR RECOUPMENT AND/OR SETOFFCAUSE OF ACTION, EQUITABLE WHETHER IN CONTRACT, TORT OR OTHERWISE. THE LIMITATION OF DAMAGES SET FORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN LENDER AND BORROWER. THIS SERVICE WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATION. The limitations of liability and disclaimers herein contained apply regardless of the form of action, WHEN BUYER’S UNDERLYING CLAIM WOULD BE BARRED BY THE APPLICABLE STATUTE OF LIMITATIONS PERIODwhether in contract, warranty, strict liability, negligence or other tort and shall survive the termination of Borrower’s use or access to the MyAccount service, a fundamental breach or breaches, or the failure of the essential purpose of contract or the failure of an exclusive remedy.

Limitation of Damages. THE LIABILITY OF SELLER ARISING OUT SUPPLYING OR SELLING STEEL COILS COATED WITH FLUROPON®, OR ITS USE BY BUYER OR BUYER’S CUSTOMER, WHETHER BASED UNDER BREACH OF CONTRACT OR WARRANTY, IN TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, SHALL HAVE NOT IN ANY EVENT EXCEED THE PURCHASE PRICE OF THE STEEL COILS COATED WITH FLUROPON® RECEIVED BY SELLER. THE REMEDIES SET FORTH ABOVE SHALL CONSTITUTE THE SOLE AND EXCLUSIVE REMEDY OF BUYER AND THE SOLE AND EXCLUSIVE LIABILITY OF SELLER WHETHER THE CLAIMS OF BUYER ARE BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE. UNDER NO LIABILITY CIRCUMSTANCES SHALL SELLER BE LIABLE TO BUYER FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR ANY END USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATIONPUNITIVE DAMAGES, PURCHASE ORDERWHETHER BASED UPON LOST GOODWILL, OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER WITH RESPECT TO THE SALE OF GOODS OR PROVISION OF SERVICES FOR LOST PROFITS, LOSS WORK STOPPAGE, IMPAIRMENT OF USE OR DOWNTIMEOTHER GOODS, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR INCIDENTAL DAMAGES OF ANY KIND WHETHER ARISING IN CONTRACT, TORT, PRODUCT LIABILITY OR OTHERWISE, EVEN IF SELLER WAS ADVISED OF THE POSSIBILITY OF SUCH LOST PROFITSPROPERTY DAMAGE, LOSS OF USE OR DOWNTIMEUSE, EXPENSES OF RECALL, OR DAMAGESOTHERWISE. SELLER’S AGGREGATE DISCLAIMER OF OTHER WARRANTIES. EXCEPT FOR THE WARRANTY HEREIN STATED, XXXXXX MAKES NO WARRANTIES, REPRESENTATIONS, GUARANTEES, AFFIRMATIONS OF FACT OR PROMISES, EITHER EXPRESS OR IMPLIED. SELLER HEREBY EXCLUDES AND TOTAL LIABILITY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ALL DAMAGES OF ANY NATURE WHATSOEVER TO BUYER ANDA PARTICULAR PURPOSE or FREEDOM FROM PATENT INFRINGEMENT. WARRANTY TABLE Fluropon® – Standard Colors Product Film Integrity Warranty (Warranty Condition No. 1) (Years From Date of Coating Application) Color Change Warranty (Warranty Condition No. 3) (Years From Date of Installation of Coated Panels) Chalking Warranty (Warranty Condition No. 2) (Years From Date of Installation of Coated Panels) Fluropon® 35 30 30 Fluropon® Extreme (Hardcoat) 35 30 30 Fluropon® Premiere (requires clear coat) 20 20 20 Fluropon® Classic (requires clear coat - Metallic) 20 N/OR ANY END USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDER OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER SHALL BE LIMITED TO AND IN NO EVENT SHALL EXCEED THE TOTAL PRICE PAID BY BUYER FOR SUCH GOODS AND SERVICES. BUYER HEREBY EXPRESSLY WAIVES ITS RIGHT TO ASSERT 20 Fluropon® Classic II (Mica) 20 N/A CLAIM OR DEFENSE FOR RECOUPMENT AND/OR SETOFF, EQUITABLE OR OTHERWISE, WHEN BUYER’S UNDERLYING CLAIM WOULD BE BARRED BY THE APPLICABLE STATUTE OF LIMITATIONS PERIOD.20 Project Owner Name: Invoice #: Project Address: St: City: State: Zip: Email: Panel Type: Gauge: Color: Paint Manufacturer: Mill: Coil#: Owner Signature: Date:

Limitation of Damages. SELLER SHALL HAVE NO LIABILITY TO BUYER OR REGARDLESS OF THE BASIS OF RECOVERY CLAIMED, WHETHER UNDER ANY END USER CONTRACT (INCLUDING CONTRACTUAL INDEMNIFICATION OBLIGATIONS HEREUNDER), WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), BREACH OF GOODS OR SERVICES PROVIDED UNDER A QUOTATIONANY STATUTORY DUTY, PURCHASE ORDER, PRINCIPLES OF CONTRIBUTION OR ANY OTHER THEORY OF LIABILITY, PASSAGEWAYS’ LIABILITY UNDER THIS AGREEMENT BETWEEN BUYER AND SELLER WITH RESPECT OR RELATED TO THE SALE OF GOODS OR PROVISION OF ONSEMBLE PLATFORM AND ANY SERVICES FOR LOST PROFITS, LOSS OF USE OR DOWNTIME, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR INCIDENTAL DAMAGES OF ANY KIND WHETHER ARISING ALL CLAIMS IN CONTRACT, TORT, PRODUCT LIABILITY OR OTHERWISE, THE AGGREGATE SHALL BE LIMITED AS FOLLOWS: EVEN IF SELLER WAS PASSAGEWAYS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOST PROFITS, DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE: PASSAGEWAYS SHALL NOT BE LIABLE FOR LOSS OF USE OR DOWNTIMEOF, LOSS OF, OR DAMAGES. SELLER’S AGGREGATE AND TOTAL LIABILITY FOR ALL DAMAGES DAMAGE TO SYSTEMS, PROGRAMS OR DATA; COST OF ANY NATURE WHATSOEVER TO BUYER AND/PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, OR TECHNOLOGY; OR ANY END USER OF GOODS RELIANCE, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SERVICES PROVIDED UNDER A QUOTATIONEXEMPLARY DAMAGES, PURCHASE ORDER OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER SHALL BE INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF BUSINESS PROFITS OR BUSINESS INTERRUPTION, AND IN NO EVENT SHALL WILL PASSAGEWAYS’ LIABILITY EXCEED THE TOTAL PRICE AMOUNT PAID BY BUYER FOR SUCH GOODS AND SERVICES. BUYER HEREBY EXPRESSLY WAIVES ITS RIGHT SUBSCRIBER TO ASSERT A CLAIM OR DEFENSE FOR RECOUPMENT AND/OR SETOFF, EQUITABLE OR OTHERWISE, PASSAGEWAYS UNDER THIS AGREEMENT WITHIN THE TWELVE (12) MONTHS PRECEDING THE POINT IN TIME WHEN BUYER’S UNDERLYING CLAIM WOULD BE BARRED BY THE APPLICABLE STATUTE OF LIMITATIONS PERIODSUBSCRIBER HAS INCURRED DAMAGES.

Limitation of Damages. SELLER SHALL HAVE NO EACH PARTY AND THEIR AFFILIATED AND RELATED ENTITIES WILL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR CONSEQUENTIAL (INCLUDING WITHOUT LIMITATION, ANY PAYMENT FOR LOST BUSINESS, FUTURE PROFITS, LOSS OF GOODWILL, REIMBURSEMENT FOR EXPENDITURES OR INVESTMENTS MADE OR COMMITMENTS ENTERED INTO, TERMINATION OF EMPLOYEES OR EMPLOYEE SALARIES, OR OVERHEAD OR COSTS INCURRED OR ANTICIPATED UNDER THIS AGREEMENT, WHETHER FORESEEABLE OR NOT), INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES IN CONNECTION WITH THE PERFORMANCE OR FAILURE TO PERFORM THIS AGREEMENT REGARDLESS OF WHETHER SUCH LIABILITY TO BUYER OR ANY END USER ARISES FROM BREACH OF GOODS OR SERVICES PROVIDED UNDER A QUOTATIONCONTRACT, PURCHASE ORDERTORT, OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER THEORY OF LIABILITY. THE AGGREGATE AMOUNT OF DAMAGES RECOVERABLE BY EITHER PARTY WITH RESPECT TO ANY AND ALL BREACHES, PERFORMANCE, NONPERFORMANCE, ACTS OR OMISSIONS HEREUNDER WILL NOT EXCEED THE SALE CASH AMOUNTS ACTUALLY PAID TO SPARTAN BY SPONSOR UNDER THIS AGREEMENT. THE PARTIES ACKNOWLEDGE THAT ANY MONETARY VALUE ASSIGNED TO PROMOTIONAL CONSIDERATIONS PROVIDED HEREIN IS NOT INTENDED TO BE USED AS A MEASURE OF GOODS OR PROVISION OF SERVICES FOR LOST PROFITSDAMAGES IN CONNECTION WITH THIS AGREEMENT. NOTWITHSTANDING THE FOREGOING, LOSS OF USE OR DOWNTIME, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR INCIDENTAL DAMAGES OF ANY KIND WHETHER ARISING NOTHING IN CONTRACT, TORT, PRODUCT THE AGREEMENT SHALL LIMIT THE LIABILITY OR OTHERWISE, EVEN IF SELLER WAS ADVISED OF THE POSSIBILITY PARTIES FOR (I) THE INDEMNIFICATION OBLIGATIONS SET OUT UNDER SECTION 9, (II) BREACHES OF SUCH LOST PROFITSCONFIDENTIALITY, LOSS (Ill) DEATH OR PERSONAL INJURY RESULTING FROM NEGLIGENCE, (IV) GROSS AND WILLFUL MISCONDUCT OF USE DIRECTORS AND OFFICES, (V) FRAUD OR DOWNTIMEFRAUDULENT MISREPRESENTATION, OR DAMAGES. SELLER’S AGGREGATE AND TOTAL LIABILITY FOR ALL DAMAGES OF ANY NATURE WHATSOEVER TO BUYER AND/OR ANY END USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDER OR (VI) ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER SHALL LIABILITY WHICH CANNOT BE LIMITED TO AND IN NO EVENT SHALL EXCEED THE TOTAL PRICE PAID EXCLUDED BY BUYER FOR SUCH GOODS AND SERVICES. BUYER HEREBY EXPRESSLY WAIVES ITS RIGHT TO ASSERT A CLAIM OR DEFENSE FOR RECOUPMENT AND/OR SETOFF, EQUITABLE OR OTHERWISE, WHEN BUYER’S UNDERLYING CLAIM WOULD BE BARRED BY THE APPLICABLE STATUTE OF LIMITATIONS PERIODLAW.

Limitation of Damages. SELLER SHALL HAVE NO (a) EXCEPT FOR IPS’ OBLIGATION TO HONOR PAYMENT INSTRUMENTS THAT ARE PROPERLY PAYABLE; AND NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IPS’ MONETARY LIABILITY TO BUYER CLIENT UNDER THIS AGREEMENT SHALL BE LIMITED TO THE LESSER OF ONE MILLION DOLLARS ($1,000,000) OR THE AMOUNT OF ACTUAL DAMAGES SUFFERED BY CLIENT. (b) IN NO EVENT SHALL IPS, ITS AFFILIATES OR ANY END USER OF GOODS ITS OR SERVICES PROVIDED THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUB-CONTRACTORS, BE LIABLE UNDER A QUOTATIONANY THEORY OF TORT, PURCHASE ORDERCONTRACT, STRICT LIABILITY OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER WITH RESPECT TO THE SALE OF GOODS LEGAL OR PROVISION OF SERVICES EQUITABLE THEORY FOR LOST PROFITS, LOSS OF USE OR DOWNTIMECONSEQUENTIAL, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, PUNITIVE OR INCIDENTAL ANY OTHER SIMILAR DAMAGES, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES OF WERE FORESEEABLE OR WHETHER EITHER PARTY OR ANY KIND WHETHER ARISING IN CONTRACT, TORT, PRODUCT LIABILITY OR OTHERWISE, EVEN IF SELLER WAS ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOST PROFITS, LOSS OF USE OR DOWNTIME, OR DAMAGES. SELLER(c) EXCEPT FOR CLIENT’S AGGREGATE OBLIGATION TO (I) TIMELY AND TOTAL PROPERLY FUND PAYMENT INSTRUMENTS THAT IT USES OR SELLS HEREUNDER; (II) ASSUME FULL LIABILITY FOR ALL DAMAGES THE FACE VALUE OF ANY NATURE WHATSOEVER PAYMENT INSTRUMENTS LOST BY, STOLEN FROM, MISAPPROPRIATED FROM OR SEIZED FROM CLIENT AND SUBSEQUENTLY PAID BY IPS; (III) ASSUME FULL LIABILITY FOR ANY ACTIONS TAKEN BY IPS ON CLIENT’S REQUEST TO BUYER AND/STOP PAYMENT ON ANY PAYMENT INSTRUMENT OR FOR IPS’ DISHONORING OR RETURNING ANY END USER OF GOODS OR SERVICES PROVIDED PAYMENT INSTRUMENT HEREUNDER AND NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, CLIENT’S MONETARY LIABILITY TO IPS UNDER A QUOTATION, PURCHASE ORDER OR ANY OTHER THIS AGREEMENT BETWEEN BUYER AND SELLER SHALL BE LIMITED TO AND IN NO EVENT THE LESSER OF ONE MILLION DOLLARS ($1,000,000) OR THE AMOUNT OF ACTUAL DAMAGES SUFFERED BY IPS. (d) EXCEPT FOR CLIENT’S ASSUMPTION OF FULL LIABILITY FOR ANY ACTIONS TAKEN BY IPS ON CLIENT’S REQUEST TO STOP PAYMENT ON ANY PAYMENT INSTRUMENT OR FOR IPS’ DISHONORING OR RETURNING ANY PAYMENT INSTRUMENT HEREUNDER, CLIENT, ITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS SHALL EXCEED NOT BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR LOST PROFITS, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, INCIDENTAL, PUNITIVE OR ANY OTHER SIMILAR DAMAGES, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE TOTAL PRICE PAID BY BUYER FOR PARTIES REGARDLESS OF WHETHER SUCH GOODS AND SERVICES. BUYER HEREBY EXPRESSLY WAIVES ITS RIGHT TO ASSERT A CLAIM DAMAGES WERE FORESEEABLE OR DEFENSE FOR RECOUPMENT AND/WHETHER EITHER PARTY OR SETOFF, EQUITABLE OR OTHERWISE, WHEN BUYER’S UNDERLYING CLAIM WOULD BE BARRED BY ANY ENTITY HAS BEEN ADVISED OF THE APPLICABLE STATUTE POSSIBILITY OF LIMITATIONS PERIODSUCH DAMAGES.

Limitation of Damages. SELLER (a) NOTWITHSTANDING ANYTHING CONTAINED TO THE CONTRARY IN ANY OTHER PROVISION OF THIS AGREEMENT AND EXCEPT FOR CLAIMS MADE BY THIRD PARTIES WHICH SHALL HAVE NO LIABILITY TO BUYER NOT BE LIMITED BY THIS PARAGRAPH, THE PARTIES AGREE THAT THE RECOVERY BY ANY PARTY OF ANY LIABILITIES, DAMAGES, COSTS OR OTHER EXPENSES SUFFERED OR INCURRED BY IT AS A RESULT OF ANY END USER BREACH 8 UNLOADING AND BLENDING SERVICES AGREEMENT (ARTESIA) OR NONFULFILLMENT BY A PARTY OF GOODS ANY OF ITS REPRESENTATIONS, WARRANTIES, COVENANTS, AGREEMENTS OR SERVICES PROVIDED OTHER OBLIGATIONS UNDER A QUOTATION, PURCHASE ORDERTHIS AGREEMENT, OR IN CONNECTION WITH A CLAIM FOR INDEMNIFICATION UNDER THIS SECTION 12 SHALL BE LIMITED TO ACTUAL DAMAGES AND SHALL NOT INCLUDE OR APPLY TO, NOR SHALL ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER WITH RESPECT PARTY BE ENTITLED TO THE SALE OF GOODS OR PROVISION OF SERVICES FOR LOST PROFITSRECOVER, LOSS OF USE OR DOWNTIME, OR FOR SPECIAL, ANY INDIRECT, CONSEQUENTIAL, EXEMPLARYEXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES ON ACCOUNT OF LOST PROFITS OR INCIDENTAL OPPORTUNITIES OR BUSINESS INTERRUPTION OR DIMINUTION IN VALUE) SUFFERED OR INCURRED BY ANY PARTY; PROVIDED, HOWEVER, THAT SUCH RESTRICTION AND LIMITATION SHALL NOT APPLY (x) AS A RESULT OF A THIRD PARTY CLAIM FOR SUCH INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OR (y) TO INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES ON ACCOUNT OF ANY KIND WHETHER ARISING LOST PROFITS OR OPPORTUNITIES OR BUSINESS INTERRUPTION OR DIMINUTION IN CONTRACT, TORT, PRODUCT LIABILITY OR OTHERWISE, EVEN IF SELLER WAS ADVISED VALUE) THAT ARE A RESULT OF THE POSSIBILITY GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH LOST PROFITS, LOSS OF USE THE BREACHING OR DOWNTIME, NONFULFILLING PARTY OR DAMAGES. SELLER’S AGGREGATE AND TOTAL LIABILITY FOR ALL DAMAGES OF ANY NATURE WHATSOEVER TO BUYER AND/OR ANY END USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDER OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER SHALL BE LIMITED TO AND IN NO EVENT SHALL EXCEED THE TOTAL PRICE PAID BY BUYER FOR SUCH GOODS AND SERVICES. BUYER HEREBY EXPRESSLY WAIVES ITS RIGHT TO ASSERT A CLAIM OR DEFENSE FOR RECOUPMENT AND/OR SETOFF, EQUITABLE OR OTHERWISE, WHEN BUYER’S UNDERLYING CLAIM WOULD BE BARRED BY THE APPLICABLE STATUTE OF LIMITATIONS PERIODAFFILIATES.

Limitation of Damages. SELLER TO THE MAXIMUM EXTENT PERMITTED BY LAW, STELLA & DOT AND ITS AFFILIATES, OFFICERS, MANAGERS, OWNERS, EMPLOYEES, AGENTS AND OTHER REPRESENTATIVES SHALL HAVE NO LIABILITY TO BUYER NOT BE LIABLE FOR, AND I HEREBY RELEASE THE FOREGOING FROM, AND WAIVE ANY CLAIM OF ANY SPECIAL INCIDENTAL, INDIRECT, PUNITIVE OR ANY END USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDEREXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER WITH RESPECT TO THE SALE OF GOODS KIND OR PROVISION OF SERVICES NATURE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS LOST BUSINESS, AND LOST OPPORTUNITIES, HOWEVER CAUSED, ARISING OUT OF USE THIS AGREEMENT OR DOWNTIMEOTHER MATTERS BETWEEN MYSELF AND STELLA & DOT, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR INCIDENTAL DAMAGES WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF ANY KIND WHETHER ARISING IN CONTRACT, TORT, PRODUCT OR OTHER THEORY OF LIABILITY (INCLUDING BUT NOT LIMITED TO NEGLIGENCE OR STRICT LIABILITY, OR OTHERWISE), EVEN IF SELLER WAS STELLA & DOT OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOST PROFITS, LOSS OF USE OR DOWNTIME, OR DAMAGES. SELLER’S AGGREGATE FURTHERMORE, IT IS AGREED THAT ANY DAMAGE TO ME SHALL NOT EXCEED, AND TOTAL LIABILITY FOR ALL DAMAGES OF ANY NATURE WHATSOEVER TO BUYER AND/OR ANY END USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDER OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER SHALL BE IS HEREBY EXPRESSLY LIMITED TO THE AMOUNT OF UNSOLD PRODUCT PURCHASED FROM STELLA & DOT AND IN NO EVENT SHALL EXCEED THE TOTAL PRICE PAID SERVICES OWNED OR HELD BY BUYER FOR SUCH GOODS ME, AND SERVICES. BUYER HEREBY EXPRESSLY WAIVES ITS RIGHT TO ASSERT A CLAIM ANY FULLY EARNED COMMISSIONS OR DEFENSE FOR RECOUPMENT AND/OR SETOFF, EQUITABLE OR OTHERWISE, WHEN BUYER’S UNDERLYING CLAIM WOULD BE BARRED BY THE APPLICABLE STATUTE OF LIMITATIONS PERIODOVERRIDES.

Limitation of Damages. SELLER SHALL HAVE NO LIABILITY CUSTOMER HEREBY ACKNOWLEDGES AND AGREES THAT EXCEPT FOR ITS INDEMNIFICATION OBLIGATIONS HEREUNDER, COMPANY WILL NOT BE LIABLE TO BUYER OR CUSTOMER FOR ANY END USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDER, OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER WITH RESPECT TO THE SALE OF GOODS OR PROVISION OF SERVICES FOR LOST PROFITS, LOSS OF USE OR DOWNTIME, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARYINCIDENTAL, SPECIAL, EXEMPLARY OR INCIDENTAL PUNITIVE DAMAGES OF ANY KIND WHETHER ARISING IN CONTRACT, TORT, PRODUCT LIABILITY OR OTHERWISE, EVEN IF SELLER WAS CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOST PROFITS, LOSS OF USE OR DOWNTIME, OR DAMAGES. SELLERCOMPANY’S AGGREGATE AND TOTAL LIABILITY ARISING FROM THIS AGREEMENT (EXCEPT FOR ALL DAMAGES LIABILITIES ARISING OUT OF ANY NATURE WHATSOEVER TO BUYER AND/COMPANY’S INDEMNIFICATION OBLIGATIONS), WHETHER IN CONTRACT OR ANY END USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATIONTORT, PURCHASE ORDER OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER SHALL BE LIMITED TO AND IN NO EVENT SHALL WILL NOT EXCEED THE TOTAL PRICE GREATER OF (A) THE AMOUNTS PAID OR PAYABLE BY BUYER CUSTOMER TO COMPANY HEREUNDER; OR (B) TO THE EXTENT COMPANY MAINTAINS AN INSURANCE POLICY OR POLICIES PROVIDING LIABILITY INSURANCE FOR THE SERVICES TO BE PERFORMED UNDER THIS AGREEMENT, THE AMOUNT OF COMPANY’S INSURANCE COVERAGE WITH RESPECT TO THE CLAIM GIVING RISE TO SUCH GOODS LIABILITY AND SERVICESDAMAGES. BUYER HEREBY EXPRESSLY WAIVES ITS RIGHT TO ASSERT A CLAIM NO WARRANTY OR DEFENSE FOR RECOUPMENT AND/TERM, EXPRESS OR SETOFFIMPLIED, EQUITABLE STATUTORY OR OTHERWISE, WHEN BUYERAS TO THE CONDITION, QUALITY, DURABILITY, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY ELEMENTS OF THE RESULTS OF COMPANY’S UNDERLYING CLAIM WOULD SERVICES HEREUNDER IS GIVEN TO, OR SHOULD BE BARRED BY THE APPLICABLE STATUTE OF LIMITATIONS PERIODASSUMED BY, CUSTOMER, AND ANY SUCH WARRANTIES AND TERMS ARE HEREBY EXCLUDED.

Limitation of Damages. SELLER (i) IN NO EVENT SHALL HAVE NO LIABILITY TO BUYER LICENSOR, AND/OR LICENSOR’S OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, AGENTS, DISTRIBUTORS, MARKETING PARTNERS, RESELLERS, LICENSORS, PARENT, AFFILIATES OR SUBSIDIARIES (COLLECTIVELY THE “LICENSOR PARTIES”) BE LIABLE FOR ANY END USER LOSS OF DATA, COSTS OF SUBSTITUTE GOODS OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDER, OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER WITH RESPECT TO THE SALE OF GOODS OR PROVISION OF SERVICES FOR LOST PROFITSSERVICES, LOSS OF USE PROFITS OR DOWNTIMEINCIDENTAL, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR INCIDENTAL CONSEQUENTIAL DAMAGES OF ANY KIND WHETHER ARISING IN CONNECTION WITH THIS AGREEMENT, OR THE USE OR INABILITY TO USE ANY SOFTWARE, DOCUMENTATION OR SERVICES, BASED ON ANY THEORY OF CONTRACT, WARRANTY, TORT, PRODUCT LIABILITY STRICT LIABILITY, NEGLIGENCE, OR OTHERWISE, EVEN IF SELLER WAS LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOST PROFITS, LOSS OF USE OR DOWNTIME, OR DAMAGES. SELLER’S AGGREGATE AND TOTAL (ii) LICENSOR PARTIES’ CUMULATIVE LIABILITY TO CUSTOMER FOR ALL DAMAGES OF ANY NATURE WHATSOEVER CLAIMS RELATING TO: (A) DEFECTIVE SERVICES SHALL NOT EXCEED THE FEES PAID BY THE CUSTOMER FOR THE SERVICES GIVING RISE TO BUYER AND/THE CLAIM (WHICH FOR MAINTENANCE SERVICES SHALL NOT EXCEED THE ANNUAL MAINTENANCE FEES PAID BY THE CUSTOMER FOR THE PERIOD IN WHICH THE DEFECTIVE MAINTENANCE SERVICES WERE PERFORMED); OR ANY END USER OF GOODS (B) THE SOFTWARE, HARDWARE OR SERVICES PROVIDED UNDER A QUOTATIONOTHERWISE RELATING TO THIS AGREEMENT, PURCHASE ORDER OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER SHALL BE LIMITED TO AND IN NO EVENT SHALL NOT EXCEED THE TOTAL PRICE AMOUNT OF ALL LICENSE FEES OR HARDWARE FEES (AS APPLICABLE) PAID BY BUYER TO LICENSOR HEREUNDER WITH RESPECT TO THE SOFTWARE OR HARDWARE (AS APPLICABLE) GIVING RISE TO THE CLAIM. (iii) LICENSOR PARTIES SHALL NOT BE LIABLE FOR CLAIMS MADE A SUBJECT OF A LEGAL PROCEEDING AGAINST LICENSOR PARTIES MORE THAN TWO YEARS AFTER ANY SUCH GOODS CAUSE OF ACTION FIRST AROSE. (iv) EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN A WRITTEN AGREEMENT BETWEEN LICENSOR AND SERVICES. BUYER HEREBY EXPRESSLY WAIVES ITS RIGHT CUSTOMER, LICENSOR SHALL HAVE NO RESPONSIBILITY WITH RESPECT TO ASSERT A CLAIM OR DEFENSE ANY THIRD PARTY SOFTWARE, AND CUSTOMER WILL LOOK SOLELY TO THE LICENSOR(S) OF THE THIRD PARTY SOFTWARE FOR RECOUPMENT AND/OR SETOFF, EQUITABLE OR OTHERWISE, WHEN BUYER’S UNDERLYING CLAIM WOULD BE BARRED BY THE APPLICABLE STATUTE OF LIMITATIONS PERIODANY REMEDY.

Limitation of Damages. SELLER EXCEPT WITH REGARD TO ANY INDEMNITIES SET FORTH HEREIN, UNDER NO CIRCUMSTANCES SHALL HAVE NO LIABILITY EITHER PARTY BE LIABLE TO BUYER THE OTHER PARTY OR ANY END USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDER, OR TO ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER WITH RESPECT TO THE SALE OF GOODS PERSON OR PROVISION OF SERVICES FOR LOST PROFITS, LOSS OF USE OR DOWNTIME, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR INCIDENTAL DAMAGES OF ENTITY UNDER ANY KIND WHETHER ARISING IN CONTRACT, TORT, PRODUCT LIABILITY STRICT LIABILITY, NEGLIGENCE, OR OTHERWISEOTHER LEGAL OR EQUITABLE CLAIM OR THEORY FOR ANY SPECIAL, EVEN IF SELLER INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES, LOSS OF GOODWILL OR BUSINESS PROFITS, LOST REVENUE, WORK STOPPAGE, DATA LOSS, COMPUTER FAILURE OR MALFUNCTION, OR FOR ANY AND ALL OTHER DAMAGES, LOSS, OR EXEMPLARY OR PUNITIVE DAMAGES WHETHER SUCH PARTY WAS ADVISED INFORMED OR WAS AWARE OF THE POSSIBILITY OF SUCH LOST PROFITS, LOSS OF USE OR DOWNTIME, DAMAGE. THE FOREGOING SHALL NOT EXCLUDE OR DAMAGES. SELLER’S AGGREGATE AND TOTAL LIMIT EITHER PARTY'S LIABILITY FOR ALL DEATH OR PERSONAL INJURY OR MONETARY DAMAGES RESULTING FROM ITS NEGLIGENCE TO THE EXTENT THAT SUCH LIABILITY CANNOT BY LAW BE LIMITED OR EXCLUDED. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, PARTIES AGREE THAT ANY DEATH OR PERSONAL INJURY OR MONETARY DAMAGES RESULTING FROM THE PRODUCTS THAT WERE MANUFACTURED OR SUPPLIED OR PURCHASED AS PER THE ACCEPTED BUILD SCHEDULES SHALL NOT BE DEEMED AS A LIABILITY OF ANY NATURE WHATSOEVER PARTY UNLESS SUCH PARTY IS DETERMINED TO BUYER AND/OR ANY END USER BE NEGLIGENT BY A TRIBUNAL IN ACCORDANCE WITH THE TERMS OF GOODS OR SERVICES PROVIDED UNDER A QUOTATIONTHIS AGREEMENT. 3.9 Changes to Manufacturing Services, PURCHASE ORDER OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER SHALL BE LIMITED TO AND IN NO EVENT SHALL EXCEED THE TOTAL PRICE PAID BY BUYER FOR SUCH GOODS AND SERVICESPackaging and Shipping Specifications and Test Procedures Requested by MEP. BUYER HEREBY EXPRESSLY WAIVES ITS RIGHT TO ASSERT A CLAIM OR DEFENSE FOR RECOUPMENT AND/OR SETOFFMEP may, EQUITABLE OR OTHERWISEin writing, WHEN BUYER’S UNDERLYING CLAIM WOULD BE BARRED BY THE APPLICABLE STATUTE OF LIMITATIONS PERIODrequest a change to the Manufacturing Services, Packaging and Shipping Specifications and Test Procedures at any time. BASA will analyze the requested change and provide MEP with an assessment of the effect that the requested change may have on cost, manufacturing, scheduling, delivery and implementation. MEP will be responsible for all costs associated with any accepted change requests. Any such change shall be documented in a written change order and shall become effective only upon mutual written agreement of both Parties to the terms and conditions of such change order, including changes in time required for performance, cost and applicable delivery schedules.

Limitation of Damages. SELLER IN NO EVENT SHALL HAVE NO LIABILITY EPL IT (OR ITS SUPPLIERS) BE LIABLE TO BUYER OR ANY END USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDER, OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER WITH RESPECT TO THE SALE OF GOODS OR PROVISION OF SERVICES CUSTOMER FOR LOST PROFITS, LOSS OR INTERRUPTION OF USE BUSINESS, LOSS OF DATA OR DOWNTIME, OR FOR ANY SPECIAL, INDIRECT, CONSEQUENTIALINCIDENTAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL OR INCIDENTAL DAMAGES OF ANY KIND OTHER DAMAGES, HOWEVER CAUSED, AND WHETHER ARISING BASED IN CONTRACT, TORT, PRODUCT LIABILITY TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, ANY OTHER THEORY OF LIABILITY. THE FOREGOING LIMITATION SHALL APPLY EVEN IF SELLER WAS EPL IT (OR ITS SUPPLIERS) KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOST PROFITS, LOSS OF USE DAMAGE AND NOTWITHSTANDING ANY FAILURE OR DOWNTIME, OR DAMAGES. SELLER’S AGGREGATE AND TOTAL LIABILITY FOR ALL DAMAGES ESSENTIAL PURPOSE OF ANY NATURE WHATSOEVER LIMITED REMEDY PROVIDED FOR HEREIN. EXCEPT IN RESPECT OF INJURY TO BUYER AND/OR DEATH OF ANY END USER PERSON RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF GOODS EPL IT, ITS EMPLOYEES, AGENTS OR SERVICES PROVIDED SUBCONTRACTORS (FOR WHICH NO LIMIT APPLIES), IN NO EVENT WILL EPL IT'S ENTIRE LIABILITY UNDER A QUOTATION, PURCHASE ORDER THIS AGREEMENT EXCEED THE GREATER OF (A) THE FEES PAID TO EPL IT FOR THE AFFECTED SERVICE OR ANY OTHER REPORT UNDER THIS AGREEMENT BETWEEN BUYER AND SELLER SHALL BE LIMITED TO AND OR (B) $5,000.00. IN NO EVENT SHALL EXCEED EPL IT HAVE ANY LIABILITY FOR ANY COMPONENT OF THE TOTAL PRICE PAID STANDARD STORE CONFIGURATION (AS DESCRIBED IN THE EPL IT STANDARD SERVICES DESCRIPTION). IN ADDITION, EPL IT SHALL NOT BE LIABLE UNDER ANY CLAIM BROUGHT UNDER ANY THEORY OF LAW THAT AROSE MORE THAN ONE (1) YEAR PRIOR TO THE INSTITUTION OF SUIT THEREON. EPL IT SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY BUYER FOR DELAY IN FURNISHING ANY COMPONENT OF THE STANDARD NETWORK OPERATING ENVIRONMENT, ANY REPORTS, ANY SERVICES, OR ANY OTHER PERFORMANCE UNDER OR PURSUANT TO THIS AGREEMENT. EACH PARTY ACKNOWLEDGES AND AGREES THAT THE FOREGOING LIMITATIONS ON LIABILITY ARE ESSENTIAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES AND THAT IN THE ABSENCE OF SUCH GOODS LIMITATIONS, THE MATERIAL AND SERVICES. BUYER HEREBY EXPRESSLY WAIVES ITS RIGHT TO ASSERT A CLAIM OR DEFENSE FOR RECOUPMENT AND/OR SETOFF, EQUITABLE OR OTHERWISE, WHEN BUYER’S UNDERLYING CLAIM ECONOMIC TERMS OF THIS AGREEMENT WOULD BE BARRED BY THE APPLICABLE STATUTE OF LIMITATIONS PERIODSUBSTANTIALLY DIFFERENT.

Limitation of Damages. SELLER LENDER, ITS AFFILIATES AND SUPPLIERS SHALL HAVE NO LIABILITY NOT BE RESPONSIBLE TO BUYER BORROWERS OR ANY END USER THIRD PARTY FOR ANY TRANSMISSIONS NOT ACTUALLY RECEIVED OR FOR MALFUNCTIONS IN COMMUNICATIONS FACILITIES WHICH MAY AFFECT THE ACCURACY OR TIMELINESS OF GOODS THE ELECTRONIC RECORDS SENT OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDERRECEIVED, OR FOR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER WITH RESPECT TO THE SALE LOSSES, ERRORS OR DELAYS ARISING OUT OF GOODS BORROWERS’ USE OF ANY ACCESS SERVICE PROVIDER OR PROVISION OF SERVICES CAUSED BY ANY BROWSER SOFTWARE. IN NO EVENT SHALL LENDER OR ITS AFFILIATES OR SUPPLIERS BE LIABLE FOR LOST PROFITSDIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING BUSINESS INTERRUPTION, LOSS OF USE INFORMATION OR DOWNTIME, PROGRAMS OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR INCIDENTAL DAMAGES OF ANY KIND WHETHER ARISING IN CONTRACT, TORT, PRODUCT LIABILITY OR OTHERWISE, OTHER DATA ON BORROWERS’ INFORMATION HANDLING SYSTEM) (EVEN IF SELLER WAS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH LOST PROFITS, LOSS OF DAMAGES) RELATED TO BORROWERS’ USE OR DOWNTIMEACCESS TO, OR DAMAGES. SELLER’S AGGREGATE AND TOTAL LIABILITY FOR ALL DAMAGES OF ANY NATURE WHATSOEVER BORROWERS’ INABILITY TO BUYER AND/USE OR ACCESS, THE MyAccount SITE, ITS CONTENT OR FUNCTIONS OR ANY END USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDER OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER SHALL BE LIMITED TO AND LINKED WEBSITE. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF LENDER, ITS AFFILIATES AND SUPPLIERS ARISING FROM BORROWERS’ USE OR ACCESS TO, OR BORROWERS’ INABILITY TO USE OR ACCESS, THE MyAccount SITE, ITS CONTENT OR FUNCTIONS EXCEED ONE HUNDRED DOLLARS ($100), REGARDLESS OF THE TOTAL PRICE PAID BY BUYER FOR SUCH GOODS AND SERVICES. BUYER HEREBY EXPRESSLY WAIVES ITS RIGHT TO ASSERT A CLAIM OR DEFENSE FOR RECOUPMENT AND/OR SETOFFCAUSE OF ACTION, EQUITABLE WHETHER IN CONTRACT, TORT OR OTHERWISE. THE LIMITATION OF DAMAGES SET FORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN LENDER AND BORROWERS. THIS SERVICE WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATION. The limitations of liability and disclaimers herein contained apply regardless of the form of action, WHEN BUYER’S UNDERLYING CLAIM WOULD BE BARRED BY THE APPLICABLE STATUTE OF LIMITATIONS PERIODwhether in contract, warranty, strict liability, negligence or other tort and shall survive the termination of Borrowers’ use or access to the MyAccount service, a fundamental breach or breaches, or the failure of the essential purpose of contract or the failure of an exclusive remedy.

Limitation of Damages. SELLER Without the Client's approval no Insertion Order --------------------- for Advertisements on Client's Web Sites shall be accepted by Representative without the following language: "NEITHER WEB SITE OWNER NOR PHASE2MEDIA (COLLECTIVELY "EITHER PARTY") SHALL HAVE NO LIABILITY TO BUYER BE LIABLE OR RESPONSIBLE FOR ANY END USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATIONINDIRECT, PURCHASE ORDER, OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER WITH RESPECT TO THE SALE OF GOODS OR PROVISION OF SERVICES FOR LOST PROFITS, LOSS OF USE OR DOWNTIME, OR FOR SPECIAL, INDIRECTINCIDENTAL, CONSEQUENTIAL, EXEMPLARY, EXEMPLARY OR INCIDENTAL DAMAGES OF ANY KIND WHETHER ARISING IN CONTRACT, TORT, PRODUCT LIABILITY OR OTHERWISE, EVEN IF SELLER WAS ADVISED OF THE POSSIBILITY OF SUCH LOST PROFITS, LOSS OF USE OR DOWNTIME, OR DAMAGES. SELLER’S AGGREGATE AND TOTAL LIABILITY FOR ALL PUNITIVE DAMAGES OF ANY NATURE WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES MEASURED BY, OR PREMISED ON, LOST DATA, PROFITS, REVENUES, SAVINGS OR LOST BUSINESS OPPORTUNITY, LOSS OF USE OF ANY PRODUCT, EQUIPMENT OR OTHER PROPERTY OR ASSET, COST OF CAPITAL, COST OF ANY SUBSTITUTED EQUIPMENT, PRODUCT OR SERVICE, DOWNTIME, INJURY TO BUYER AND/PROPERTY, REPUTATION OR ANY END USER RELATIONSHIPS WITH EXISTING OR PROSPECTIVE CLIENTS, WHETHER BASED UPON BREACH OF GOODS WARRANTY OR SERVICES PROVIDED UNDER A QUOTATIONCONTRACT, PURCHASE ORDER NEGLIGENCE, STRICT TORT OR ANY OTHER AGREEMENT BETWEEN BUYER LEGAL THEORY AND SELLER SHALL BE LIMITED TO AND REGARDLESS OF WHETHER EITHER PARTY HAS BEEN ADVISED OF, OR IS OTHERWISE AWARE OF, THE POTENTIAL OR PROSPECT OF ANY SUCH DAMAGES. IN NO EVENT SHALL THE LIABILITY OF EITHER PARTY WITH RESPECT TO THIS AGREEMENT, REGARDLESS OF FAULT, EXCEED THE TOTAL PRICE PAID BY BUYER FOR SUCH GOODS AND SERVICESAGGREGATE DOLLAR AMOUNT OF ADVERTISING PLACED HEREUNDER. BUYER HEREBY EXPRESSLY WAIVES ITS RIGHT TO ASSERT A CLAIM OR DEFENSE FOR RECOUPMENT AND/OR SETOFF, EQUITABLE OR OTHERWISE, WHEN BUYER’S UNDERLYING CLAIM WOULD BE BARRED BY THE APPLICABLE STATUTE OF LIMITATIONS PERIOD.ERRORS & OMISSIONS EXCLUDED"

Limitation of Damages. SELLER 1. EXCEPT AS STATED IN THE IMMEDIATELY-FOLLOWING SENTENCE, IT IS MUTUALLY AGREED THAT AIMMS SHALL HAVE NO LIABILITY NOT BE LIABLE TO BUYER YOU, AND YOU SHALL NOT BE LIABLE TO AIMMS FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR ANY END USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDERCONSEQUENTIAL DAMAGES, OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER WITH RESPECT TO THE SALE LOSS OF GOODS REVENUE OR PROVISION PROFITS (EXCLUDING FEES UNDER THIS AGREEMENT), DATA, OR DATA USE, INCLUDING (1) LOSS OF SERVICES FOR REVENUE, INCOME, PROFIT, OR SAVINGS; (2) LOST PROFITSOR CORRUPTED DATA OR SOFTWARE, LOSS OF USE OF A SYSTEM OR NETWORK OR THE RECOVERY OF SUCH; (3) LOSS OF BUSINESS OPPORTUNITY; (4) BUSINESS INTERRUPTION OR DOWNTIME; OR (5) SERVICES, AIMMS PRODUCTS, OR THIRD PARTY PRODUCTS NOT BEING AVAILABLE FOR SPECIALUSE. HOWEVER, INDIRECTTHE LIMITATIONS STATED IN THE IMMEDIATELY-PRECEDING SENTENCE SHALL NOT APPLY TO ANY LOSS, CONSEQUENTIALCOST, EXEMPLARYINJURY, DAMAGE, OR INCIDENTAL DAMAGES CLAIM BASED ON OR ARISING FROM (A) A PARTY’S FRAUDULENT ACTIONS, OR (B) VIOLATION OF ANY KIND WHETHER ARISING OF AIMMS’ PROPRIETARY RIGHTS SPECIFIED IN CONTRACT, TORT, PRODUCT LIABILITY THIS AGREEMENT BY YOU OR OTHERWISE, EVEN IF SELLER WAS ADVISED OF ANY PERSON USING THE POSSIBILITY OF SUCH LOST PROFITS, LOSS OF USE SOFTWARE WITH YOUR KNOWLEDGE OR DOWNTIMECONSENT, OR DAMAGES. SELLER’S AGGREGATE AND TOTAL LIABILITY FOR ALL DAMAGES (C) BREACH OF ANY NATURE WHATSOEVER TO BUYER AND/OR ANY END USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDER OR LICENSEE’S EXPRESS COVENANTS. IF THE PROVISIONS OF THIS ARTICLE CONFLICT WITH ANY OTHER AGREEMENT BETWEEN BUYER TERM OR PROVISION OF THIS AGREEMENT, THE TERMS AND SELLER PROVISIONS OF THIS ARTICLE SHALL BE LIMITED TO AND IN NO EVENT SHALL EXCEED THE TOTAL PRICE PAID BY BUYER FOR SUCH GOODS AND SERVICES. BUYER HEREBY EXPRESSLY WAIVES ITS RIGHT TO ASSERT A CLAIM OR DEFENSE FOR RECOUPMENT AND/OR SETOFF, EQUITABLE OR OTHERWISE, WHEN BUYER’S UNDERLYING CLAIM WOULD BE BARRED BY THE APPLICABLE STATUTE OF LIMITATIONS PERIODCONTROL.

Limitation of Damages. SELLER THE LIABILITY OF SHEFFIELD SHALL HAVE NO LIABILITY NOT EXTEND TO BUYER PERSONAL INJURY, PROPERTY DAMAGE, LOSS OF PROFIT, DELAY OR ANY END USER INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THE FAILURE OF GOODS OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDER, ANY SHEET TO CONFORM WITH THE PROVISIONS OF THIS LIMITED WARRANTY. SHEFFIELD SHALL NOT IN ANY EVENT BE LIABLE TO THE CUSTOMER OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER WITH RESPECT PERSON OR ENTITY FOR ANY ACTIONS, CLAIMS, CAUSES OF ACTION, DAMAGES, EXPENSES AND.OR LIABILITIES ARISING FROM OR RELATED TO THE SALE DESIGN, USE OR FAILURE OF GOODS THE PANELS, FOR THE INTERUPTION OF THE CUSTOMER’S OPERATIONS OR PROVISION BUSINESS, FOR THE COST OF SERVICES LABOR EXPENDED BY OTHERS ON ANY DEFECTIVE PANEL OR FOR LOST PROFITSANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER OR LOSS OF PROFIT OR OTHER FINANCIAL LOSS ARISING OUT OF THE USE OR DOWNTIME, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR INCIDENTAL DAMAGES FAILURE OF ANY KIND WHETHER ARISING IN CONTRACT, TORT, PRODUCT LIABILITY OR OTHERWISETHE PANELS, EVEN IF SELLER WAS SHEFFIELD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOST PROFITSACTIONS, CLAIMS, CAUSES OF ACTION, DAMAGES, EXPENSE, LOSS OF USE OR DOWNTIME, OR DAMAGES. SELLER’S AGGREGATE AND TOTAL LIABILITY FOR ALL DAMAGES OF ANY NATURE WHATSOEVER TO BUYER AND/OR LIABILITIES, WHETHER ARISING FROM BREACH OF CONTRACT, BREACH OF WARRANTY, TORT, INCLUDING NEGLIGENCE, STRICT LIABILITY OR OTHERWISE TO ANYONE BY REASON OF THE FACT THAT SUCH PANELS SHALL HAVE BEEN DEFECTIVE. THIS WARRANTY IS GIVEN AS THE EXCLUSIVE WARRANTY AND EXCLUSIVE REMEDY, AND NO OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR PURPOSES, ARE MADE, AND ANY END USER SUCH OTHER WARRANTIES ARE EXPRESSLY DISCLAIMED. THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION CONTAINED IN THIS INSTRUMENT. CUSTOMER WAIVES THE BENEFIT OF GOODS OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDER OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER RULE THAT THE DISCLAIMERS OF WARRANTY SHALL BE LIMITED TO CONSTRUED AGAINST SHEFFIELD, AND AGREES THAT THE DISCLAIMERS IN NO EVENT THIS INSTRUMENT SHALL EXCEED THE TOTAL PRICE PAID BY BUYER BE CONSTRUED LIBERALLY IN FAVOR OF SHEFFIELD. SHEFFIELD SHALL NOT BE LIABLE FOR SUCH GOODS ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES. SHEFFIELD HEREBY DISCLAIMS ALL LIABILITIES FOR DAMAGES BASED ON THEORIES OF NEGLIGENCE AND SERVICES. BUYER HEREBY EXPRESSLY WAIVES ITS RIGHT TO ASSERT A CLAIM OR DEFENSE FOR RECOUPMENT AND/OR SETOFF, EQUITABLE OR OTHERWISE, WHEN BUYER’S UNDERLYING CLAIM WOULD BE BARRED BY THE APPLICABLE STATUTE OF LIMITATIONS PERIODSTRICT PRODUCT LIABILITY.

Limitation of Damages. SELLER (i) IN NO EVENT SHALL HAVE NO LIABILITY TO BUYER LICENSOR, AND/OR LICENSOR’S OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, AGENTS, DISTRIBUTORS, MARKETING PARTNERS, RESELLERS, LICENSORS, PARENT, AFFILIATES OR SUBSIDIARIES (COLLECTIVELY THE “LICENSOR PARTIES”) BE LIABLE FOR ANY END USER LOSS OF GOODS DATA, COSTS OF SUBSTITUTE GOOD OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDER, OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER WITH RESPECT TO THE SALE OF GOODS OR PROVISION OF SERVICES FOR LOST PROFITSSERVICES, LOSS OF USE PROFITS OR DOWNTIMEINCIDENTAL, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR INCIDENTAL CONSEQUENTIAL DAMAGES OF ANY KIND WHETHER ARISING IN CONNECTION WITH THIS AGREEMENT, OR THE USE OR INABILITY TO USE ANY SOFTWARE, DOCUMENTATION OR SERVICES, BASED ON ANY THEORY OF CONTRACT, WARRANTY, TORT, PRODUCT LIABILITY STRICT LIABILITY, NEGLIGENCE, OR OTHERWISE, EVEN IF SELLER WAS LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOST PROFITS, LOSS OF USE OR DOWNTIME, OR DAMAGES. SELLER’S AGGREGATE AND TOTAL (ii) LICENSOR PARTIES’ CUMULATIVE LIABILITY TO CUSTOMER FOR ALL DAMAGES OF ANY NATURE WHATSOEVER CLAIMS RELATING TO: (A) DEFECTIVE SERVICES SHALL NOT EXCEED THE FEES PAID BY THE CUSTOMER FOR THE SERVICES GIVING RISE TO BUYER AND/THE CLAIM (WHICH FOR MAINTENANCE SERVICES SHALL NOT EXCEED THE ANNUAL MAINTENANCE FEES PAID BY THE CUSTOMER FOR THE PERIOD IN WHICH THE DEFECTIVE MAINTENANCE SERVICES WERE PERFORMED); OR ANY END USER OF GOODS (B) THE SOFTWARE, HARDWARE OR SERVICES PROVIDED UNDER A QUOTATIONOTHERWISE RELATING TO THIS AGREEMENT, PURCHASE ORDER OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER SHALL BE LIMITED TO AND IN NO EVENT SHALL NOT EXCEED THE TOTAL PRICE AMOUNT OF ALL LICENSE FEES OR HARDWARE FEES (AS APPLICABLE) PAID BY BUYER TO LICENSOR HEREUNDER WITH RESPECT TO THE SOFTWARE OR HARDWARE (AS APPLICABLE) GIVING RISE TO THE CLAIM. (iii) LICENSOR PARTIES SHALL NOT BE LIABLE FOR CLAIMS MADE A SUBJECT OF A LEGAL PROCEEDING AGAINST LICENSOR PARTIES MORE THAN TWO YEARS AFTER ANY SUCH GOODS CAUSE OF ACTION FIRST AROSE. (iv) EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN A WRITTEN AGREEMENT BETWEEN LICENSOR AND SERVICES. BUYER HEREBY EXPRESSLY WAIVES ITS RIGHT CUSTOMER, LICENSOR SHALL HAVE NO RESPONSIBILITY WITH RESPECT TO ASSERT A CLAIM OR DEFENSE ANY THIRD PARTY SOFTWARE, AND CUSTOMER WILL LOOK SOLELY TO THE LICENSOR(S) OF THE THIRD PARTY SOFTWARE FOR RECOUPMENT AND/OR SETOFF, EQUITABLE OR OTHERWISE, WHEN BUYER’S UNDERLYING CLAIM WOULD BE BARRED BY THE APPLICABLE STATUTE OF LIMITATIONS PERIODANY REMEDY.

Limitation of Damages. SELLER NO PARTY HERETO SHALL HAVE NO LIABILITY BE LIABLE HEREUNDER FOR ANY LOSSES RELATING TO BUYER OR ANY END USER OF GOODS OR THE SERVICES PROVIDED PURSUANT TO THIS AGREEMENT, EXCEPT FOR LOSSES ARISING OUT OF SUCH PARTY’S OR ITS AFFILIATES’ (I) MATERIAL BREACH OF THIS AGREEMENT THAT IS NOT CURED BY THE BREACHING PARTY WITHIN THIRTY (30) DAYS FOLLOWING THE DATE ON WHICH THE NON-BREACHING PARTY GIVES WRITTEN NOTICE SPECIFYING THE FACTS CONSTITUTING THE DEFAULT (UNLESS SUCH BREACH IS INCAPABLE OF BEING CURED IN SUCH THIRTY DAY PERIOD BUT THE BREACHING PARTY HAS COMMUNICATED A REASONABLE PLAN TO CURE SUCH BREACH WITHIN A LONGER PERIOD NOT TO EXCEED 60 DAYS AND IS USING COMMERCIALLY REASONABLE AND DILIGENT EFFORTS TO IMPLEMENT SUCH PLAN) OR (II) GROSS NEGLIGENCE, WILFUL MISCONDUCT OR FRAUD. EXCEPT AS OTHERWISE PROVIDED HEREIN, THE PARTIES EXPRESSLY AGREE THAT NO WARRANTY SHALL BE IMPLIED UNDER A QUOTATIONTHIS AGREEMENT, PURCHASE ORDER, WHETHER WARRANTIES OF UTILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR OF MERCHANTABILITY OR OF ANY OTHER AGREEMENT BETWEEN BUYER TYPE AND SELLER WITH RESPECT THAT NO WARRANTIES OF ANY SORT ARE MADE HEREIN. WITHOUT LIMITING THE FOREGOING, AND SUBJECT TO THE SALE LIMITATIONS SET FORTH IN THIS SECTION 5(H), EXCEPT IN THE EVENT OF GOODS A PARTY’S (I) BAD FAITH, GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR PROVISION FRAUD IN THE PERFORMANCE OF SERVICES SERVICES, NEITHER PARTY SHALL ASSERT AND EACH PARTY HEREBY WAIVES ANY CLAIM AGAINST THE OTHER PARTY OR ITS AFFILIATES, ON ANY THEORY OF LIABILITY FOR LOST PROFITSSPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHER INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF USE PROFIT OR DOWNTIMEREVENUES AND LOSS OF BUSINESS OPPORTUNITY) ARISING OUT OF, IN CONNECTION WITH, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, AS A RESULT OF THIS AGREEMENT OR INCIDENTAL DAMAGES OF ANY KIND WHETHER ARISING IN CONTRACT, TORT, PRODUCT LIABILITY OR OTHERWISE, EVEN IF SELLER WAS ADVISED OF THE POSSIBILITY OF SUCH LOST PROFITS, LOSS OF USE OR DOWNTIME, OR DAMAGES. SELLER’S AGGREGATE AND TOTAL LIABILITY FOR ALL DAMAGES OF ANY NATURE WHATSOEVER TO BUYER AND/OR ANY END USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDER OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER SHALL BE LIMITED TO AND IN NO EVENT SHALL EXCEED THE TOTAL PRICE PAID BY BUYER FOR SUCH GOODS AND SERVICES. BUYER HEREBY EXPRESSLY WAIVES ITS RIGHT TO ASSERT A CLAIM OR DEFENSE FOR RECOUPMENT AND/OR SETOFF, EQUITABLE OR OTHERWISE, WHEN BUYER’S UNDERLYING CLAIM WOULD BE BARRED BY THE APPLICABLE STATUTE OF LIMITATIONS PERIOD.

Limitation of Damages. THE LIABILITY OF SELLER ARISING OUT SUPPLYING OR SELLING STEEL COILS COATED WITH POLYESTER, OR ITS USE BY BUYER OR BUYER’S CUSTOMER, WHETHER BASED UNDER BREACH OF CONTRACT OR WARRANTY, IN TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, SHALL HAVE NOT IN ANY EVENT EXCEED THE PURCHASE PRICE OF THE STEEL COILS COATED WITH POLYESTER RECEIVED BY SELLER. THE REMEDIES SET FORTH ABOVE SHALL CONSTITUTE THE SOLE AND EXCLUSIVE REMEDY OF BUYER AND THE SOLE AND EXCLUSIVE LIABILITY OF SELLER WHETHER THE CLAIMS OF BUYER ARE BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE. UNDER NO LIABILITY CIRCUMSTANCES SHALL SELLER BE LIABLE TO BUYER FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR ANY END USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATIONPUNITIVE DAMAGES, PURCHASE ORDERWHETHER BASED UPON LOST GOODWILL, OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER WITH RESPECT TO THE SALE OF GOODS OR PROVISION OF SERVICES FOR LOST PROFITS, LOSS WORK STOPPAGE, IMPAIRMENT OF USE OR DOWNTIMEOTHER GOODS, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR INCIDENTAL DAMAGES OF ANY KIND WHETHER ARISING IN CONTRACT, TORT, PRODUCT LIABILITY OR OTHERWISE, EVEN IF SELLER WAS ADVISED OF THE POSSIBILITY OF SUCH LOST PROFITSPROPERTY DAMAGE, LOSS OF USE OR DOWNTIMEUSE, EXPENSES OF RECALL, OR DAMAGES. SELLER’S AGGREGATE AND TOTAL LIABILITY FOR ALL DAMAGES OF ANY NATURE WHATSOEVER TO BUYER AND/OR ANY END USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDER OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER SHALL BE LIMITED TO AND IN NO EVENT SHALL EXCEED THE TOTAL PRICE PAID BY BUYER FOR SUCH GOODS AND SERVICES. BUYER HEREBY EXPRESSLY WAIVES ITS RIGHT TO ASSERT A CLAIM OR DEFENSE FOR RECOUPMENT AND/OR SETOFF, EQUITABLE OR OTHERWISE, WHEN BUYER’S UNDERLYING CLAIM WOULD BE BARRED BY THE APPLICABLE STATUTE OF LIMITATIONS PERIOD.

Limitation of Damages. SELLER NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, AND TO THE MAXIMUM EXTENT ALLOWED BY LAW, NEITHER PARTY SHALL HAVE NO LIABILITY BE LIABLE TO BUYER THE OTHER FOR ANY PUNITIVE, EXEMPLARY OR OTHER SPECIAL DAMAGES OR FOR ANY END USER INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF GOODS USE, INCOME, PROFITS OR SERVICES PROVIDED ANTICIPATED PROFITS, BUSINESS OR BUSINESS OPPORTUNITY, SAVINGS, DATA, BUSINESS REPUTATION OR GOODWILL) ARISING UNDER A QUOTATIONOR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, PURCHASE ORDERREGARDLESS OF WHETHER SUCH DAMAGES ARE BASED IN CONTRACT, BREACH OF WARRANTY, TORT, NEGLIGENCE OR ANY OTHER AGREEMENT BETWEEN BUYER THEORY, AND SELLER WITH RESPECT TO THE SALE REGARDLESS OF GOODS OR PROVISION OF SERVICES FOR LOST PROFITSWHETHER SUCH PARTY HAS BEEN ADVISED OF, LOSS OF USE OR DOWNTIMEKNEW OF, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR INCIDENTAL DAMAGES OF ANY KIND WHETHER ARISING IN CONTRACT, TORT, PRODUCT LIABILITY OR OTHERWISE, EVEN IF SELLER WAS ADVISED SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH LOST PROFITS, LOSS OF USE OR DOWNTIME, OR DAMAGES. SELLER’S AGGREGATE AND TOTAL LIABILITY FOR ALL DAMAGES OF ANY NATURE WHATSOEVER TO BUYER AND/OR ANY END USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDER OR NOTWITHSTANDING ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER SHALL BE LIMITED PROVISION OF THIS AGREEMENT, FLIR’S MAXIMUM LIABILITY TO AND COMPANY FOR ANY REASON OR IN NO EVENT SHALL CONNECTION WITH ANY CLAIM BY COMPANY WILL NOT EXCEED THE TOTAL PRICE AMOUNTS PAID BY BUYER FOR COMPANY IN THE YEAR IMMEDIATELY PRECEDING THE YEAR IN WHICH IT IS ASSERTED THE LIABILITY AROSE OR $50,000 (UNITED STATES DOLLARS), WHICHEVER IS LESS, AND SUCH GOODS AND SERVICES. BUYER HEREBY EXPRESSLY WAIVES ITS RIGHT LIABILITY WILL TERMINATE ONE YEAR FROM THE DATE OF THE EVENT WHICH GAVE RISE TO ASSERT A CLAIM OR DEFENSE FOR RECOUPMENT AND/OR SETOFF, EQUITABLE OR OTHERWISE, WHEN BUYER’S UNDERLYING CLAIM WOULD BE BARRED BY THE APPLICABLE STATUTE OF LIMITATIONS PERIODCLAIM.

Limitation of Damages. SELLER SHALL HAVE NO LIABILITY (a) NOTWITHSTANDING ANYTHING CONTAINED TO BUYER OR ANY END USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDER, OR THE CONTRARY IN ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER WITH RESPECT TO THE SALE OF GOODS OR PROVISION OF SERVICES THIS AGREEMENT AND EXCEPT FOR LOST PROFITSCLAIMS MADE BY THIRD PARTIES WHICH SHALL NOT BE LIMITED BY THIS PARAGRAPH, LOSS THE PARTIES AGREE THAT THE RECOVERY BY ANY PARTY OF USE ANY LIABILITIES, DAMAGES, COSTS OR DOWNTIMEOTHER EXPENSES SUFFERED OR INCURRED BY IT AS A RESULT OF ANY BREACH OR NONFULFILLMENT BY A PARTY OF ANY OF ITS REPRESENTATIONS, WARRANTIES, COVENANTS, AGREEMENTS OR FOR SPECIALOTHER OBLIGATIONS UNDER THIS AGREEMENT, SHALL BE LIMITED TO ACTUAL DAMAGES AND SHALL NOT INCLUDE OR APPLY TO, NOR SHALL ANY PARTY BE ENTITLED TO RECOVER, ANY INDIRECT, CONSEQUENTIAL, EXEMPLARYEXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES ON ACCOUNT OF LOST PROFITS OR INCIDENTAL OPPORTUNITIES OR BUSINESS INTERRUPTION OR Pipeline Delivery, Tankage and Loading Rack Throughput Agreement (El Dorado) DIMINUTION IN VALUE) SUFFERED OR INCURRED BY ANY PARTY; PROVIDED, HOWEVER, THAT SUCH RESTRICTION AND LIMITATION SHALL NOT APPLY (x) AS A RESULT OF A THIRD PARTY CLAIM FOR SUCH INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OR (y) TO INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES ON ACCOUNT OF ANY KIND WHETHER ARISING LOST PROFITS OR OPPORTUNITIES OR BUSINESS INTERRUPTION OR DIMINUTION IN CONTRACT, TORT, PRODUCT LIABILITY OR OTHERWISE, EVEN IF SELLER WAS ADVISED VALUE) THAT ARE A RESULT OF THE POSSIBILITY GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH LOST PROFITS, LOSS OF USE THE BREACHING OR DOWNTIME, NONFULFILLING PARTY OR DAMAGES. SELLER’S AGGREGATE AND TOTAL LIABILITY FOR ALL DAMAGES OF ANY NATURE WHATSOEVER TO BUYER AND/OR ANY END USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDER OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER SHALL BE LIMITED TO AND IN NO EVENT SHALL EXCEED THE TOTAL PRICE PAID BY BUYER FOR SUCH GOODS AND SERVICES. BUYER HEREBY EXPRESSLY WAIVES ITS RIGHT TO ASSERT A CLAIM OR DEFENSE FOR RECOUPMENT AND/OR SETOFF, EQUITABLE OR OTHERWISE, WHEN BUYER’S UNDERLYING CLAIM WOULD BE BARRED BY THE APPLICABLE STATUTE OF LIMITATIONS PERIODAFFILIATES.

Limitation of Damages. SELLER SHALL HAVE NO LIABILITY TO BUYER OR ANY END USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDER, OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER WITH RESPECT TO THE SALE OF GOODS MAXIMUM EXTENT PERMITTED BY LAW, NEITHER APPLE NOR WORKDAY (NOR ITS AFFILIATES OR PROVISION OF SERVICES LICENSORS) WILL BE LIABLE FOR LOST PROFITSANY DIRECT, LOSS OF USE OR DOWNTIMEINDICT, OR FOR INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, CONSEQUENTIAL OR INCIDENTAL SIMILAR DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY KIND THEORY OF LIABILITY, WHETHER ARISING IN CONTRACT, TORTSTRICT LIABILITY, PRODUCT LIABILITY OR TORT (INCLUDING NEGLIGENCE OF OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THE SOFTWARE, EVEN IF SELLER WAS ADVISED OF THE POSSIBILITY OF SUCH LOST PROFITS, LOSS DAMAGE. THE LAWS OF USE CERTAIN JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR DOWNTIME, LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES. SELLERIF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE EXCLUSIONS OR LIMITATIONS HEREIN MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. IN NO EVENT, HOWEVER, WILL WORKDAY’S AGGREGATE AND TOTAL LIABILITY TO YOU FOR ALL DAMAGES OF EXCEED ONE HUNDRED DOLLARS ($100). YOU ACKNOWLEDGE THAT APPLE HAS NO OBLIGATION TO ADDRESS ANY NATURE WHATSOEVER CLAIMS MADE BY YOU OR ANY THIRD PARTY RELATING TO BUYER THE SOFTWARE, OR YOUR POSSESSION AND/OR USE OF THE SOFTWARE, INCLUDING, BUT NOT LIMITED TO: (I) PRODUCT LIABILITY CLAIMS, (II) INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS; (III) ANY END USER CLAIM THAT THE SOFTWARE FAILS TO CONFORM TO ANY APPLICABLE LEGAL OR REGULATORY REQUIREMENT; AND (IV) CLAIMS ARISING UNDER CONSUMER PROTECTION, PRIVACY, OR SIMILAR LEGISLATION, AND IF APPLICABLE, IN CONNECTION WITH THE SOFTWARE’S USE OF GOODS OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDER OR ANY OTHER AGREEMENT BETWEEN BUYER THE HEALTHKIT AND SELLER SHALL BE LIMITED TO AND IN NO EVENT SHALL EXCEED THE TOTAL PRICE PAID BY BUYER FOR SUCH GOODS AND SERVICES. BUYER HEREBY EXPRESSLY WAIVES ITS RIGHT TO ASSERT A CLAIM OR DEFENSE FOR RECOUPMENT AND/OR SETOFF, EQUITABLE OR OTHERWISE, WHEN BUYER’S UNDERLYING CLAIM WOULD BE BARRED BY THE APPLICABLE STATUTE OF LIMITATIONS PERIODHOMEKIT FRAMEWORKS.

Limitation of Damages. SELLER OTHER THAN THE FOREGOING REPRESENTATIONS AND WARRANTIES SPECIFICALLY PROVIDED IN THIS ARTICLE IV, LENDER MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND WHATSOEVER WITH RESPECT TO THE PURCHASED ASSETS (AND THE OTHER PARTIES HERETO EXPRESSLY AGREE THAT, EXCEPT AS PROVIDED IN THE AGREEMENT, LENDER MAKES AND GIVES NO COVENANT, UNDERTAKING, REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT, THE PURCHASED ASSETS OR ANY OTHER MATTER RELATING HERETO OR THERETO), INCLUDING, BUT NOT LIMITED TO: TITLE, MERCHANTABILITY; FITNESS FOR ANY PARTICULAR PURPOSE; DESIGN, QUALITY, CAPACITY, CONDITION OR WORKMANSHIP; COMPLIANCE OF THE PURCHASED ASSETS WITH ANY LAW, RULE, SPECIFICATION OR CONTRACT; ANY ASPECT OF BORROWERS’ FINANCIAL CONDITION, BUSINESSES, PROSPECTS OR OPERATIONS; IMMUNITY FROM LIABILITY FOR EXCLUDED LIABILITIES; OR THE EXISTENCE OR NON-EXISTENCE OF ANY SECURITY INTEREST, LIENS OR OTHER CLAIMS OF ANY THIRD PARTIES TO THE PURCHASED ASSETS. BUYER AGREES THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, LENDER SHALL HAVE NO LIABILITY TO BUYER OR TO ANY END USER OF GOODS PERSON CLAIMING BY OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDER, OR THROUGH BUYER FOR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER WITH RESPECT TO THE SALE OF GOODS OR PROVISION OF SERVICES FOR LOST PROFITS, LOSS OF USE OR DOWNTIMEMATTER DISCLAIMED HEREBY, OR FOR SPECIAL, INDIRECTANY INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR INCIDENTAL OTHER DAMAGES OF ANY KIND WHATSOEVER, WHETHER ARISING IN ANY CLAIMS ARE BASED UPON THEORIES OF CONTRACT, TORTNEGLIGENCE OR TORT (INCLUDING STRICT LIABILITY); AS BETWEEN LENDER AND BUYER, PRODUCT LIABILITY OR OTHERWISEEXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, EVEN IF SELLER WAS ADVISED OF THE POSSIBILITY OF SUCH LOST PROFITSPURCHASED ASSETS ARE BEING TRANSFERRED “AS IS, LOSS OF USE OR DOWNTIME, OR DAMAGES. SELLER’S AGGREGATE AND TOTAL LIABILITY FOR ALL DAMAGES OF ANY NATURE WHATSOEVER TO BUYER AND/OR ANY END USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDER OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER SHALL BE LIMITED TO AND IN NO EVENT SHALL EXCEED THE TOTAL PRICE PAID BY BUYER FOR SUCH GOODS AND SERVICES. BUYER HEREBY EXPRESSLY WAIVES ITS RIGHT TO ASSERT A CLAIM OR DEFENSE FOR RECOUPMENT AND/OR SETOFF, EQUITABLE OR OTHERWISE, WHEN BUYER’S UNDERLYING CLAIM WOULD BE BARRED BY THE APPLICABLE STATUTE OF LIMITATIONS PERIODWHERE IS.”

Limitation of Damages. SELLER IN NO EVENT SHALL HAVE NO LIABILITY EPL IT (OR ITS SUPPLIERS) BE LIABLE TO BUYER OR ANY END USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDER, OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER WITH RESPECT TO THE SALE OF GOODS OR PROVISION OF SERVICES CUSTOMER FOR LOST PROFITS, LOSS OR INTERRUPTION OF USE BUSINESS, LOSS OF DATA OR DOWNTIME, OR FOR ANY SPECIAL, INDIRECT, CONSEQUENTIALINCIDENTAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL OR INCIDENTAL DAMAGES OF ANY KIND OTHER DAMAGES, HOWEVER CAUSED, AND WHETHER ARISING BASED IN CONTRACT, TORT, PRODUCT LIABILITY TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, ANY OTHER THEORY OF LIABILITY. THE FOREGOING LIMITATION SHALL APPLY EVEN IF SELLER WAS EPL IT (OR ITS SUPPLIERS) KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOST PROFITS, LOSS OF USE DAMAGE AND NOTWITHSTANDING ANY FAILURE OR DOWNTIME, OR DAMAGES. SELLER’S AGGREGATE AND TOTAL LIABILITY FOR ALL DAMAGES ESSENTIAL PURPOSE OF ANY NATURE WHATSOEVER LIMITED REMEDY PROVIDED FOR HEREIN. EXCEPT IN RESPECT OF INJURY TO BUYER AND/OR DEATH OF ANY END USER PERSON RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF GOODS EPL IT, ITS EMPLOYEES, AGENTS OR SERVICES PROVIDED SUBCONTRACTORS (FOR WHICH NO LIMIT APPLIES), IN NO EVENT WILL EPL IT'S ENTIRE LIABILITY UNDER A QUOTATION, PURCHASE ORDER THIS AGREEMENT EXCEED THE GREATER OF (A) THE FEES PAID TO EPL IT UNDER THIS AGREEMENT OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER SHALL BE LIMITED TO AND (B) $5,000.00. IN NO EVENT SHALL EXCEED EPL IT HAVE ANY LIABILITY FOR ANY COMPONENT OF THE TOTAL PRICE PAID STANDARD STORE CONFIGURATION. IN ADDITION, EPL IT SHALL NOT BE LIABLE UNDER ANY CLAIM BROUGHT UNDER ANY THEORY OF LAW THAT AROSE MORE THAN ONE (1) YEAR PRIOR TO THE INSTITUTION OF SUIT THEREON. EPL IT SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY BUYER FOR DELAY IN FURNISHING ANY COMPONENT OF THE STANDARD NETWORK OPERATING ENVIRONMENT, ANY REPORTS, ANY SERVICES, OR ANY OTHER PERFORMANCE UNDER OR PURSUANT TO THIS AGREEMENT. EACH PARTY ACKNOWLEDGES AND AGREES THAT THE FOREGOING LIMITATIONS ON LIABILITY ARE ESSENTIAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES AND THAT IN THE ABSENCE OF SUCH GOODS LIMITATIONS, THE MATERIAL AND SERVICES. BUYER HEREBY EXPRESSLY WAIVES ITS RIGHT TO ASSERT A CLAIM OR DEFENSE FOR RECOUPMENT AND/OR SETOFF, EQUITABLE OR OTHERWISE, WHEN BUYER’S UNDERLYING CLAIM ECONOMIC TERMS OF THIS AGREEMENT WOULD BE BARRED BY THE APPLICABLE STATUTE OF LIMITATIONS PERIOD.SUBSTANTIALLY DIFFERENT. Exhibit 8 to Franchise Agreement (Exhibit D of Disclosure Document 033109) Xx Xxxxx Xxxx Xxxx # ______ Xxxx, Xxxxx

Limitation of Damages. SELLER The parties agree that the allocations of risk made in this Section are reasonable and that they would not enter into the Agreement without these limitations on liability. THE CREDITS DESCRIBED IN THE SLA AND SERVICE ORDER FORM ARE CUSTOMER’S SOLE REMEDIES FOR CITYLINK’S FAILURE TO MEET THE GUARANTIES AND WARRANTIES STATED IN THOSE DOCUMENTS, PROVIDED THAT THIS PROVISION DOES NOT LIMIT CUSTOMER’S RIGHT TO TERMINATE THIS AGREEMENT AS PROVIDED IN SECTION 14 (TERMINATION) BELOW IF SUCH FAILURE(S) CONSTITUTE A MATERIAL BREACH OF THIS AGREEMENT. EXCEPT AS DESCRIBED IN THE SLA, CITYLINK SHALL HAVE NO LIABILITY NOT BE LIABLE TO BUYER THE CUSTOMER FOR HARM CAUSED BY OR RELATED TO CUSTOMER’S USE OF THE SERVICES OR INABILITY TO USE SERVICES UNLESS THE HARM WAS CAUSED BY CITYLINK’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY END USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDERLOST PROFITS, OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER WITH RESPECT TO THE SALE INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGE OF GOODS OR PROVISION OF SERVICES FOR LOST PROFITS, LOSS OF USE OR DOWNTIMEANY KIND, OR FOR SPECIALDAMAGES THAT COULD HAVE BEEN AVOIDED BY THE USE OF REASONABLE DILIGENCE, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR INCIDENTAL DAMAGES OF ANY KIND WHETHER ARISING IN CONTRACT, TORT, PRODUCT LIABILITY OR OTHERWISECONNECTION WITH THE AGREEMENT, EVEN IF SELLER WAS THE PARTY HAS BEEN ADVISED OR SHOULD BE AWARE OF THE POSSIBILITY OF SUCH LOST PROFITS, LOSS OF USE OR DOWNTIME, OR DAMAGES. SELLER’S NOTWITHSTANDING ANYTHING ELSE IN THE AGREEMENT TO THE CONTRARY, THE MAXIMUM AGGREGATE LIABILITY OF CITYLINK AND TOTAL LIABILITY FOR ALL DAMAGES ANY OF ITS INSURANCE PROVIDER(S), EMPLOYEES, AGENTS OR AFFILIATES, UNDER ANY NATURE WHATSOEVER TO BUYER AND/THEORY OF LAW (INCLUDING BREACH OF CONTRACT, TORT, STRICT LIABILITY, AND INFRINGEMENT) OR ANY END USER CAUSE OF GOODS OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDER OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER ACTION SHALL BE LIMITED A PAYMENT OF MONEY NOT TO AND IN NO EVENT SHALL EXCEED THE TOTAL PRICE AMOUNT PAID BY BUYER CUSTOMER FOR THE SERVICE FOR THE ONE MONTH PRIOR TO THE OCCURENCE OF THE EVENT(S) GIVING RISE TO THE CLAIM. NO CLAIM MAY BE ASERTED BY EITHER PARTY AGAINST THE OTHER PARTY WITH RESPECT TO ANY EVENT, ACT OR OMISSION THAT OCCURRED MORE THAN TWO (2) YEARS PRIOR TO SUCH GOODS AND SERVICES. BUYER HEREBY EXPRESSLY WAIVES ITS RIGHT TO ASSERT A CLAIM OR DEFENSE FOR RECOUPMENT AND/OR SETOFF, EQUITABLE OR OTHERWISE, WHEN BUYER’S UNDERLYING CLAIM WOULD BE BARRED BY THE APPLICABLE STATUTE OF LIMITATIONS PERIODBEING ASSERTED.

Limitation of Damages. SELLER COMPANY SHALL HAVE NOT BE LIABLE FOR NON-PERFORMANCE OR DELAY IN PERFORMANCE OF ANY OBLIGATION TO THE EXTENT CAUSED BY EVENTS OR CIRCUMSTANCES BEYOND ITS REASONABLE CONTROL. FOR DELAYS RESULTING FROM SUCH CAUSES, PERFORMANCE WILL BE CORRESPONDINGLY EXTENDED. ANY ACTION AGAINST COMPANY ARISING FROM OR RELATING TO THE PRODUCTS OR TRANSACTIONS TO WHICH THESE TERMS APPLY MUST BE BROUGHT WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ARISES OR PERFORMANCE HEREUNDER IS COMPLETED OR TERMINATED, WHICHEVER FIRST OCCURS. IN NO LIABILITY EVENT WILL ANY COMPANY OR ITS PARENT, AFFILIATES, OR SUPPLIES, OR ITS AND THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, DIRECTORS OR OFFICERS, INDIVIDUALLY OR COLLECTIVELY (“COMPANY PARTIES”), BE LIABLE FOR INJURIES TO BUYER PERSONS OR TO PROPERTY OR ANY END USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATIONGENERAL, PURCHASE ORDERDIRECT, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, OR ANY CONSEQUENTIAL LOSSES, DAMAGES, OR EXPENSES (INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, PROFITS, SAVINGS, OR LOSS OF BUSINESS OR OTHER AGREEMENT BETWEEN BUYER AND SELLER WITH RESPECT TO THE SALE OF GOODS OR PROVISION OF SERVICES FOR LOST PROFITSFINANCIAL LOSS, LOSS OF USE OR DOWNTIMECOST OF PROOCUREMENT OF SUBSTITUTE GOODS, LOST OR CORRUPED DATA ARISING OUT OF OR IN CONNECTION WITH THE SALE, HANDLING, SERVICE, USE, WARRANTY, PERFORMANCE, FAILURE OR INTERRUPTION OF THE PRODUCT, THIRD PARTY PRODUCTS OR SERVICES UNDER ANY LEGAL THEORY OR FOR SPECIALANY CAUSE WHATSOEVER, INDIRECTWHETHER BASED UPON WARRANTY, CONSEQUENTIAL, EXEMPLARY, OR INCIDENTAL DAMAGES OF ANY KIND WHETHER ARISING IN CONTRACT, TORT, PRODUCT LIABILITY NEGLIGENCE, OR OTHERWISEOTHER THEORY, EVEN IF SELLER WAS ADVISED OF THE POSSIBILITY OF SUCH LOST PROFITS, LOSS OF USE OR DOWNTIME, OR DAMAGESTHEREOF. SELLERCOMPANY’S AGGREGATE AND TOTAL MAXIMUM LIABILITY FOR ALL DAMAGES ARISING FROM THESE TERMS, INCLUDING, WITHOUT LIMITATION, ARISING OUT OF ANY NATURE WHATSOEVER OR RELATED TO BUYER THE PRODUCT, THIRD PARTY PRODUCTS, AND/OR SERVICES FURNISHED, WILL NOT EXCEED, IN THE AGGREGATE, THE PURCHASE PRICE PAID TO COMPANY FOR THE PRODUCT. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT. THIS DISCLAIMER OF LIABILITY FOR DAMAGES WILL SURVIVE AND NOT BE AFFECTED IF ANY END USER REMEDY PROVIDED HEREUNDER WILL FAIL OF GOODS ITS ESSENTIAL PURPOSE. CUSTOMER HAS ACCEPTED THE DISCLAIMER OF LIABILITY FOR DAMAGES AS PART OF THE BARGAIN FOR THE ATTRACTIVE PRICING OF THE PRODUCT AND UNDERSTANDS THAT THE PRICE OF THE PRODUCT WOULD BE HIGHER IF COMPANY WERE REQUIRED TO BEAR ADDITIONAL LIABILITY FOR DAMAGES. CUSTOMER WILL INDEMNIFY, DEFEND, AND HOLD HARMLESS COMPANY PARTIES FROM AND AGAINST, ALL LOSSES, LIABILITIES, OR SERVICES PROVIDED UNDER A QUOTATIONDAMAGES ARISING OUT OF CUSTOMER’S IMPROPER USE, PURCHASE ORDER HANDLING, STORAGE, OR OPERATION, OF ANY PRODUCT OR THIRD PARTY PRODUCTS. TO THE EXTENT NOT PROHIBITED BY STATE LAW, THESE LIMITATIONS WILL APPLY REGARDLESS OF THE BASIS OF LIABILITY, INCLUDING NEGLIGENCE, WILLFUL MISCONDUCT, MISREPRESENTATION, BREACH OF ANY KIND, OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER SHALL BE LIMITED TO AND CLAIMS IN NO EVENT SHALL EXCEED THE TOTAL PRICE PAID BY BUYER FOR SUCH GOODS AND SERVICES. BUYER HEREBY EXPRESSLY WAIVES ITS RIGHT TO ASSERT A CLAIM OR DEFENSE FOR RECOUPMENT AND/OR SETOFFCONTRACT, EQUITABLE TORT OR OTHERWISE, WHEN BUYER’S UNDERLYING CLAIM WOULD BE BARRED BY . SOME JURISDICTIONS DO NOT PERMIT THE APPLICABLE STATUTE LIMITATION OR EXCLUSION OF CERTAIN LIABILITIES SO THE ABOVE LIMITATIONS PERIODMAY NOT APPLY IN WHOLE OR IN PART IN SUCH JURISDICTION.

Limitation of Damages. SELLER FOR BREACH OF ANY PROVISION FOR WHICH AN EXPRESS REMEDY OR MEASURE OF DAMAGES IS PROVIDED IN THIS TERMINATION AGREEMENT, SUCH EXPRESS REMEDY OR MEASURE OF DAMAGES SHALL HAVE BE THE SOLE AND EXCLUSIVE REMEDY UNDER THIS TERMINATION AGREEMENT, AND THE OBLIGOR’S LIABILITY SHALL BE LIMITED AS SET FORTH IN SUCH PROVISION, AND ALL OTHER REMEDIES OR DAMAGES ARE WAIVED. IF NO REMEDY OR MEASURE OF DAMAGES IS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE OBLIGOR’S LIABILITY SHALL BE LIMITED TO BUYER DIRECT ACTUAL DAMAGES ONLY, AND SUCH DIRECT ACTUAL DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY UNDER THIS AGREEMENT, AND ALL OTHER REMEDIES OR DAMAGES ARE WAIVED. IN NO EVENT SHALL ANY END USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDER, OR PARTY BE LIABLE TO ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER WITH RESPECT TO THE SALE OF GOODS OR PARTY UNDER ANY PROVISION OF SERVICES THIS AGREEMENT FOR LOST PROFITSCONSEQUENTIAL, LOSS OF USE OR DOWNTIMEINCIDENTAL, OR FOR SPECIAL, INDIRECT, CONSEQUENTIALPUNITIVE, EXEMPLARY, OR INCIDENTAL DAMAGES OF ANY KIND WHETHER ARISING INDIRECT DAMAGES, IN TORT, CONTRACT, TORT, PRODUCT LIABILITY OR OTHERWISE. TO THE EXTENT ANY PAYMENT REQUIRED TO BE MADE PURSUANT TO ANY PROVISION OF THIS AGREEMENT IS AGREED BY THE PARTIES TO CONSTITUTE LIQUIDATED DAMAGES, EVEN IF SELLER WAS ADVISED THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, AND THAT SUCH PAYMENT CONSTITUTES A REASONABLE APPROXIMATION OF THE POSSIBILITY AMOUNT OF SUCH LOST PROFITS, LOSS OF USE OR DOWNTIME, OR DAMAGES. SELLER’S AGGREGATE AND TOTAL LIABILITY FOR ALL DAMAGES OF ANY NATURE WHATSOEVER TO BUYER AND/OR ANY END USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDER OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER SHALL BE LIMITED TO AND IN NO EVENT SHALL EXCEED THE TOTAL PRICE PAID BY BUYER FOR SUCH GOODS AND SERVICES. BUYER HEREBY EXPRESSLY WAIVES ITS RIGHT TO ASSERT A CLAIM OR DEFENSE FOR RECOUPMENT AND/OR SETOFF, EQUITABLE OR OTHERWISE, WHEN BUYER’S UNDERLYING CLAIM WOULD BE BARRED BY THE APPLICABLE STATUTE OF LIMITATIONS PERIOD.

Limitation of Damages. SELLER SHALL HAVE NO TECH HEADS, ITS EMPLOYEES, SUPPLIERS, AND CONTRACTORS AGGREGATE CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO BUYER THIS AGREEMENT AND/OR ANY END USER THE PERFORMANCE OF GOODS THE SERVICES, REGARDLESS OF THE NATURE OF THE OBLIGATION OR SERVICES PROVIDED UNDER A QUOTATIONTHEORY OF LIABILITY (WHETHER ARISING FROM CONTRACT, PURCHASE ORDERTORT, OR OTHERWISE) SHALL BE IN ALL CASES LIMITED TO AN ACTION FOR MONEY DAMAGES NOT TO EXCEED, IN THE AGGREGATE, FEES PAID BY CUSTOMER TO TECH HEADS DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY FOR THE SERVICES THAT ARE THE BASIS OF THE PARTICULAR CLAIM AND UNDER THE APPLICABLE OPERATING AGREEMENT AND PROPOSAL. TECH HEADS, ITS EMPLOYEES, SUPPLIERS AND CONTRACTORS SHALL NOT BE LIABLE FOR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER WITH RESPECT INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXTRAORDINARY DAMAGES (WHETHER BASED IN CONTRACT, TORT OR OTHERWISE), INCLUDING BUT NOT LIMITED TO THE SALE DAMAGES FOR LOSS OF GOODS OR PROVISION DATA, LOSS OF SERVICES FOR LOST BUSINESS PROFITS, LOSS OF USE OR DOWNTIMEREVENUE, LOSS OF GOODWILL, OR FOR SPECIALBUSINESS OPPORTUNITY OR INTERRUPTION THAT ARISE FROM OR RELATE TO THIS AGREEMENT OR THE PERFORMANCE OF THE SERVICES, INDIRECTHOWEVER CAUSED AND UNDER WHATEVER THEORY OF LIABILITY (INCLUDING, CONSEQUENTIALWITHOUT LIMITATION, EXEMPLARY, OR INCIDENTAL DAMAGES BREACH OF ANY KIND WHETHER ARISING IN CONTRACT, TORT, PRODUCT STRICT LIABILITY OR OTHERWISEAND NEGLIGENCE), EVEN IF SELLER WAS (A) SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOST PROFITSDAMAGES, LOSS OF USE OR DOWNTIME(B) DIRECT DAMAGES DO NOT SATISFY A REMEDY, OR DAMAGES. SELLER’S AGGREGATE AND TOTAL LIABILITY FOR ALL DAMAGES OF ANY NATURE WHATSOEVER TO BUYER AND/(C) A LIMITED REMEDY SET FORTH IN THIS AGREEMENT OR ANY END USER OA FAILS OF GOODS ITS ESSENTIAL PURPOSE. EACH PARTY ACKNOWLEDGES THAT THE FOREGOING DAMAGES EXCLUSIONS AND LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION REFLECTS THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND ACKNOWLEDGES THAT THE OTHER PARTY WOULD NOT HAVE ENTERED INTO THIS AGREEMENT ABSENT SUCH EXCLUSIONS AND LIMITATIONS OF LIABILITY OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDER OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER SHALL BE LIMITED TO AND IN NO EVENT SHALL EXCEED THAT THE TOTAL PRICE PRICES PAID BY BUYER CUSTOMER FOR SUCH GOODS AND SERVICESTHE SERVICES WOULD HAVE BEEN HIGHER. BUYER HEREBY EXPRESSLY WAIVES ITS RIGHT TO ASSERT A CLAIM OR DEFENSE FOR RECOUPMENT AND/OR SETOFFNon-Managed Systems. Tech Heads shall not be liable for any damages caused by services, EQUITABLE OR OTHERWISEsystems, WHEN BUYER’S UNDERLYING CLAIM WOULD BE BARRED BY THE APPLICABLE STATUTE OF LIMITATIONS PERIODsoftware, or other components that neither it nor its employees, agents or subcontractors furnish or manage pursuant to this Agreement. Tech Heads shall not be liable for the actions or inactions of Customer’s employees, agents or contractors.

Limitation of Damages. In the event of a claim of any kind by Buyer arising from or in any way related to the goods and/or to the parties’ contract, Buyer may not recover damages from Seller in an amount greater than the purchase price of the specific article or articles of goods for which the claim is made. Failure to give Seller notice of a claim as stated in the RETURNS; BACKCHARGES section and in the INSPECTION AND ACCEPTANCE section above within the required time limits shall constitute a waiver by Buyer of such claim related to such goods. THE REMEDIES PROVIDED HEREIN SHALL BE THE SOLE AND EXCLUSIVE REMEDIES OF BUYER. SELLER SHALL HAVE NO NOT BE LIABLE FOR INJURY IN TORT, WHETHER FOR PERSONAL INJURY OR PROPERTY DAMAGE, AND WHETHER BY NEGLIGENCE, STRICT LIABILITY TO BUYER OR ANY END USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATIONOTHERWISE, PURCHASE ORDER, OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER WITH RESPECT TO THE SALE OF GOODS OR PROVISION OF SERVICES SHALL NOT BE LIABLE FOR LOST PROFITSUNABSORBED OVERHEAD, LOSS OF USE OR DOWNTIMEBUSINESS OPPORTUNITY, OR LOSS OF PROFITS, LOSSES DUE TO DELAY AND FOR ANY SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, CONSEQUENTIALINCIDENTAL OR CONSEQUENTIAL DAMAGES, EXEMPLARYUNDER ANY THEORY, OR INCIDENTAL DAMAGES OF ANY KIND WHETHER ARISING IN INCLUDING WITHOUT LIMITATION CONTRACT, TORT, PRODUCT LIABILITY STATUTE OR OTHER LAW, EQUITY OR OTHERWISE, EVEN IF SELLER WAS ADVISED OF THE POSSIBILITY OF AND INCLUDING WITHOUT LIMITATION ANY SUCH LOST PROFITSDAMAGES RESULTING FROM OR OTHERWISE RELATED TO ANY INSPECTION, LOSS OF USE TESTING, ANALYSIS, REPAIR OR DOWNTIME, OR DAMAGES. SELLER’S AGGREGATE AND TOTAL LIABILITY FOR ALL DAMAGES OF ANY NATURE WHATSOEVER TO BUYER AND/OR ANY END USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDER OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER SHALL BE LIMITED TO AND IN NO EVENT SHALL EXCEED THE TOTAL PRICE PAID BY BUYER FOR SUCH GOODS AND SERVICES. BUYER HEREBY EXPRESSLY WAIVES ITS RIGHT TO ASSERT A CLAIM OR DEFENSE FOR RECOUPMENT AND/OR SETOFF, EQUITABLE OR OTHERWISE, WHEN BUYER’S UNDERLYING CLAIM WOULD BE BARRED BY THE APPLICABLE STATUTE OF LIMITATIONS PERIODREPLACEMENT HEREUNDER.

Limitation of Damages. SELLER SHALL HAVE TO THE FULLEST AND MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REGARDLESS OF WHETHER OR NOT ANY REMEDY SET FORTH HEREIN FAILS IN ITS ESSENTIAL PURPOSE, IN NO LIABILITY TO BUYER EVENT WILL FREEDOM SCIENTIFIC BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE OR ANY END USER OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODS OR SERVICES PROVIDED UNDER A QUOTATIONBUSINESS PROFITS, PURCHASE ORDERBUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER WITH RESPECT PECUNIARY LOSS), ARISING OUT OF OR IN ANY WAY RELATED TO THE SALE USE OF GOODS OR INABILITY TO USE THE SOFTWARE OR PROGRAM, ANY DATA, INFORMATION, RESULTS PROVIDED BY OR THROUGH THE SOFTWARE OR PROVISION OF SERVICES FOR LOST PROFITSOR FAILURE TO PROVIDE SUPPORT SERVICES, LOSS OF USE OR DOWNTIME, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR INCIDENTAL DAMAGES OF ANY KIND AND WHETHER ARISING IN BASED ON CONTRACT, TORT, PRODUCT NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF SELLER WAS FREEDOM SCIENTIFIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOST PROFITS, LOSS OF USE OR DOWNTIME, OR DAMAGES. SELLER’S AGGREGATE AND TOTAL THE ENTIRE LIABILITY OF LICENSOR FOR ALL ANY DAMAGES UNDER ANY PROVISION OF ANY NATURE WHATSOEVER TO BUYER AND/OR ANY END USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDER OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER THIS XXXX SHALL BE LIMITED TO AND IN NO EVENT SHALL EXCEED THE TOTAL PRICE ACTUAL FEES PAID TO LICENSOR BY BUYER END USER OR ON BEHALF OF END USER FOR SUCH GOODS AND SERVICES. BUYER HEREBY EXPRESSLY WAIVES ITS RIGHT TO ASSERT A CLAIM OR DEFENSE FOR RECOUPMENT AND/OR SETOFF, EQUITABLE OR OTHERWISE, WHEN BUYER’S UNDERLYING CLAIM WOULD BE BARRED BY THE APPLICABLE STATUTE OF LIMITATIONS PERIODTHIS SINGLE LICENSE.

Limitation of Damages. SELLER TO THE EXTENT PERMITTED BY LAW, COMPANY AND ITS AFFILIATES, OFFICERS MANAGERS, ASSOCIATES AND OTHER REPRESENTATIVES SHALL HAVE NO LIABILITY TO BUYER NOT BE LIABLE FOR, AND I HEREBY RELEASE THE FOREGOING FROM, AND WAIVE ANY CLAIM OF ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR ANY END USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDEREXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY OTHER AGREEMENT BETWEEN BUYER KIND OR NATURE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST BUSINESS, AND SELLER LOST OPPORTUNITIES, HOWEVER CAUSED, ARISING OUT OF OR RELATING TO THE COMPANY’S PERFORMANCE, NON- PERFORMANCE, ACT OR OMISSION WITH RESPECT TO THE SALE BUSINESS RELATIONSHIP OR OTHER MATTERS BETWEEN MYSELF AND THE COMPANY, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF GOODS OR PROVISION OF SERVICES FOR LOST PROFITS, LOSS OF USE OR DOWNTIME, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR INCIDENTAL DAMAGES OF ANY KIND WHETHER ARISING IN CONTRACT, TORT, PRODUCT OR OTHER THEORY OF LIABILITY (INCLUDING BUT NOT LIMITED TO NEGLIGENCE OR STRICT LIABILITY, OR OTHERWISE, EVEN IF SELLER WAS NAUTILIFE OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOST PROFITS, LOSS OF USE OR DOWNTIME, OR DAMAGES. SELLER’S AGGREGATE FURTHERMORE, IT IS AGREED THAT ANY DAMAGE TO ME SHALL NOT EXCEED, AND TOTAL LIABILITY FOR ALL DAMAGES OF ANY NATURE WHATSOEVER TO BUYER AND/OR ANY END USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDER OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER SHALL BE IS HEREBY EXPRESSLY LIMITED TO THE AMOUNT OF UNSOLD NAUTILIFE PRODUCTS AND IN NO EVENT SHALL EXCEED THE TOTAL PRICE PAID SERVICES OWNED OR HELD BY BUYER FOR SUCH GOODS ME, COMMISSIONS, BONUSES AND SERVICES. BUYER HEREBY EXPRESSLY WAIVES ITS RIGHT TO ASSERT A CLAIM OR DEFENSE FOR RECOUPMENT AND/OR SETOFF, EQUITABLE OR OTHERWISE, WHEN BUYER’S UNDERLYING CLAIM WOULD BE BARRED BY THE APPLICABLE STATUTE OF LIMITATIONS PERIODOVERRIDES.

Limitation of Damages. THE LIABILITY OF THE SELLER SHALL HAVE NO LIABILITY NOT EXTEND TO BUYER OR ANY END USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATIONPERSONAL INJURY, PURCHASE ORDER, OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER WITH RESPECT TO THE SALE OF GOODS OR PROVISION OF SERVICES FOR LOST PROFITSPROPERTY DAMAGE, LOSS OF USE PROFIT, DELAY OR DOWNTIME, ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THE FAILURE OF ANY SHEET TO CONFORM TO THE PROVISIONS OF THIS LIMITED WARRANTY. SHEFFIELD SHALL NOT IN ANY EVENT BE LIABLE FOR THE COST OF LABOR EXPENDED BY OTHERS ON ANY DEFECTIVE PANEL OR FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INDIRECT OR INCIDENTAL CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER WHETHER ARISING IN FROM BREACH OF CONTRACT, BREACH OF WARRANTY, TORT, PRODUCT INCLUDING NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF SELLER WAS ADVISED OTHERWISE TO ANYONE BY REASON OF THE POSSIBILITY FACT THAT SUCH PANELS SHALL HAVE BEEN DEFECTIVE. THIS WARRANTY IS GIVEN AS THE EXCLUSIVE WARRANTY AND EXCLUSIVE REMEDY, AND NO OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR PURPOSES, ARE MADE, AND ANY SUCH LOST PROFITSOTHER WARRANTIES ARE EXPRESSLY DISCLAIMED. THERE ARE NO WARRANTIES, LOSS WHICH EXTEND BEYOND THE DESCRIPTION CONTAINED IN THIS INSTRUMENT. CUSTOMER WAIVES THE BENEFIT OF USE ANY RULE THAT THE DISCLAIMERS OF WARRANTY SHALL BE CONSTRUED AGAINST THE SELLER AND AGREES THAT THE DISCLAIMERS IN THIS INSTRUMENT SHALL BE CONSTRUED LIBERALLY IN FAVOR OF SHEFFIELD. SHEFFIELD SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR DOWNTIME, OR CONSEQUENTIAL DAMAGES. SELLER’S AGGREGATE SHEFFIELD HEREBY DISCLAIMS ALL LIABILITIES FOR DAMAGES BASED ON THEORIES OF NEGLIGENCE AND TOTAL LIABILITY FOR ALL DAMAGES OF ANY NATURE WHATSOEVER TO BUYER AND/OR ANY END USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDER OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER SHALL BE LIMITED TO AND IN NO EVENT SHALL EXCEED THE TOTAL PRICE PAID BY BUYER FOR SUCH GOODS AND SERVICES. BUYER HEREBY EXPRESSLY WAIVES ITS RIGHT TO ASSERT A CLAIM OR DEFENSE FOR RECOUPMENT AND/OR SETOFF, EQUITABLE OR OTHERWISE, WHEN BUYER’S UNDERLYING CLAIM WOULD BE BARRED BY THE APPLICABLE STATUTE OF LIMITATIONS PERIODSTRICT PRODUCT LIABILITY.

Limitation of Damages. SELLER IN NO EVENT SHALL HAVE NO LIABILITY TO BUYER OR ANY END USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDER, OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER WITH RESPECT EITHER PARTY BE LIABLE TO THE SALE OF GOODS OR PROVISION OF SERVICES OTHER PARTY FOR LOST PROFITSANY PUNITIVE, LOSS OF USE OR DOWNTIME, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL OR INCIDENTAL CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING BUT NOT LIMITED TO LOST PROFITS, BUSINESS REVENUES, BUSINESS INTERRUPTION AND THE LIKE), ARISING FROM OR RELATING TO THE RELATIONSHIP BETWEEN SUPPLIER AND COMPANY, INCLUDING ALL PRIOR DEALINGS AND AGREEMENTS, OR THE CONDUCT OF BUSINESS UNDER OR BREACH OF THIS AGREEMENT OR ANY ORDER, CANCELLATION OF ANY ORDER OR ORDERS OR THE TERMINATION OF BUSINESS RELATIONS, REGARDLESS OF WHETHER ARISING IN THE CLAIM UNDER WHICH SUCH DAMAGES ARE SOUGHT IS BASED UPON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, TORT, PRODUCT LIABILITY STRICT LIABILITY, STATUTE, REGULATION OR OTHERWISEANY OTHER LEGAL THEORY OR LAW, EVEN IF SELLER WAS COMPANY OR SUPPLIER HAS BEEN ADVISED BY THE OTHER PARTY OF THE POSSIBILITY OF SUCH LOST PROFITSDAMAGES. PROVIDED, LOSS OF USE OR DOWNTIMEHOWEVER, THE FOREGOING SHALL NOT LIMIT THE SPECIFIC RIGHTS AND REMEDIES EXPRESSLY PROVIDED IN THIS AGREEMENT, INCLUDING SECTIONS 14 AND 15, OR DAMAGES. SELLER’S AGGREGATE AND TOTAL LIMIT LIABILITY FOR ALL DAMAGES NEGLIGENT OR WILLFUL BREACH OF ANY NATURE WHATSOEVER TO BUYER AND/OR ANY END USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDER OR ANY OTHER AGREEMENT BETWEEN BUYER SECTIONS 26 AND SELLER SHALL BE LIMITED TO AND IN NO EVENT SHALL EXCEED THE TOTAL PRICE PAID BY BUYER FOR SUCH GOODS AND SERVICES30. BUYER HEREBY EXPRESSLY WAIVES ITS RIGHT TO ASSERT A CLAIM OR DEFENSE FOR RECOUPMENT AND/OR SETOFF, EQUITABLE OR OTHERWISE, WHEN BUYER’S UNDERLYING CLAIM WOULD BE BARRED BY THE APPLICABLE STATUTE OF LIMITATIONS PERIOD.Supplier Number: 607499 Agreement Number: 607499-91-1 Effective Date: 09/21/2017

Limitation of Damages. SELLER IN NO EVENT SHALL HAVE NO LIABILITY AOI BE LIABLE TO BUYER OR CUSTOMER FOR ANY END USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDER, OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER WITH RESPECT TO THE SALE OF GOODS OR PROVISION OF SERVICES FOR LOST PROFITS, LOSS OF USE OR DOWNTIME, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR INCIDENTAL SPECIAL DAMAGES, OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, PROFITS, OR DOWN-TIME (HOWEVER CAUSED AND UNDER ANY KIND THEORY OF LIABILITY, WHETHER ARISING IN THE BASIS OF LIABILITY IS BREACH OF CONTRACT, TORTTORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), PRODUCT LIABILITY STATUTE OR OTHERWISEANY OTHER LEGAL THEORY), EVEN IF SELLER WAS AOI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOST PROFITS, LOSS OF USE OR DOWNTIME, OR DAMAGES. SELLERAOI’S AGGREGATE AND TOTAL LIABILITY FOR TO CUSTOMER, FROM ALL DAMAGES CAUSES OF ANY NATURE WHATSOEVER TO BUYER AND/OR ANY END USER ACTION AND UNDER ALL THEORIES OF GOODS OR SERVICES PROVIDED UNDER A QUOTATIONLIABILITY, PURCHASE ORDER OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER SHALL WILL BE LIMITED TO THE AMOUNTS PAID TO AOI BY CUSTOMER. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE REMEDIES UNDER THIS LIMITED WARRANTY ARE CUSTOMER’S SOLE AND IN NO EVENT SHALL EXCEED EXCLUSIVE REMEDIES. SOME STATES DO NOT ALLOW THE TOTAL PRICE PAID BY BUYER FOR SUCH GOODS AND SERVICES. BUYER HEREBY EXPRESSLY WAIVES ITS RIGHT EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO ASSERT A CLAIM OR DEFENSE FOR RECOUPMENT AND/OR SETOFF, EQUITABLE OR OTHERWISE, WHEN BUYER’S UNDERLYING CLAIM WOULD BE BARRED BY THE APPLICABLE STATUTE OF LIMITATIONS PERIODALL CUSTOMERS.

Limitation of Damages. SELLER SHALL HAVE EXCEPT AS OTHERWISE SPECIFIED IN ANY CONFIRMATION, FOR BREACH OF ANY PROVISION OF THIS CONFIRMATION AGREEMENT FOR WHICH AN EXPRESS REMEDY OR MEASURE OF DAMAGES IS PROVIDED, THE EXPRESS REMEDY OR MEASURE OF DAMAGES PROVIDED IS THE SOLE AND EXCLUSIVE REMEDY UNDER THIS AGREEMENT AND THE AGREEMENT FOR THE BREACH, LIABILITY FOR THE BREACH IS LIMITED AS SET FORTH IN THE PROVISION AND ALL OTHER REMEDIES FOR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. EXCEPT AS OTHERWISE SPECIFIED IN ANY CONFIRMATION, IF NO EXPRESS REMEDY OR MEASURE OF DAMAGES IS PROVIDED IN THIS AGREEMENT FOR A PARTICULAR BREACH, LIABILITY FOR THE BREACH IS LIMITED TO BUYER DIRECT DAMAGES ONLY, THE DIRECT DAMAGES ARE THE SOLE AND EXCLUSIVE REMEDY UNDER THIS AGREEMENT FOR THE BREACH, AND ALL OTHER REMEDIES FOR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. EXCEPT AS OTHERWISE SPECIFIED IN ANY END USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATIONCONFIRMATION, PURCHASE ORDER, OR NEITHER PARTY IS LIABLE FOR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER WITH RESPECT TO THE SALE TYPE OF GOODS OR PROVISION OF SERVICES FOR LOST PROFITSDAMAGE, LOSS OF USE OR DOWNTIMEINCLUDING INCIDENTAL, OR FOR SPECIALPUNITIVE, INDIRECTEXEMPLARY, CONSEQUENTIAL, EXEMPLARY, SPECIAL OR INCIDENTAL DAMAGES OF ANY KIND WHETHER ARISING IN CONTRACT, TORT, PRODUCT LIABILITY OR OTHERWISE, EVEN IF SELLER WAS ADVISED OF THE POSSIBILITY OF SUCH LOST PROFITS, LOSS OF USE OR DOWNTIME, OR DAMAGES. SELLER’S AGGREGATE AND TOTAL LIABILITY FOR ALL INDIRECT DAMAGES OF ANY NATURE WHATSOEVER TO BUYER AND/(INCLUDING DAMAGES ASSOCIATED WITH LOST PROFITS, BUSINESS INTERRUPTION AND LOSS OF GOODWILL) ARISING AT ANY TIME, WHETHER IN TORT (INCLUDING THE SOLE OR CONTRIBUTORY NEGLIGENCE OF EITHER PARTY OR ANY END USER OF GOODS RELATED PERSON), WARRANTY, STRICT LIABILITY, CONTRACT OR SERVICES PROVIDED STATUTE, UNDER A QUOTATIONANY INDEMNITY PROVISION, PURCHASE ORDER OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER SHALL BE LIMITED TO AND IN NO EVENT SHALL EXCEED THE TOTAL PRICE PAID BY BUYER FOR SUCH GOODS AND SERVICES. BUYER HEREBY EXPRESSLY WAIVES ITS RIGHT TO ASSERT A CLAIM OR DEFENSE FOR RECOUPMENT AND/OR SETOFF, EQUITABLE OR OTHERWISE, WHEN BUYER’S UNDERLYING CLAIM WOULD BE BARRED BY THE APPLICABLE STATUTE OF LIMITATIONS PERIOD.”

Limitation of Damages. SELLER FOR ANY BREACH OR DEFAULT BY SUREQUEST IN CONNECTION WITH THIS AGREEMENT, EVEN FOR A BREACH OF FUNDAMENTAL CONDITION, SERCA'S EXCLUSIVE REMEDY SHALL HAVE NO LIABILITY BE PAYMENT BY SUREQUEST OF SERCA'S DAMAGES TO BUYER OR ANY END USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDER, OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER WITH RESPECT MAXIMUM AMOUNT EQUAL TO THE SALE OF GOODS OR PROVISION OF SERVICES AMOUNT PAID BY SERCA UNDER THIS AGREEMENT. IN NO EVENT SHALL SUREQUEST'S LIABILITY FOR DAMAGES EXCEED THE AMOUNT PAID BY SERCA UNDER THIS AGREEMENT. IN NO EVENT SHALL SUREQUEST BE LIABLE FOR ANY SPECIAL INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST DATA, LOSS OF USE COMPUTER TIME, FAILURE TO ATTAIN ONE OR DOWNTIMEMANY OBJECTIVES (ECONOMICAL OR OTHER), OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR INCIDENTAL DAMAGES OF ANY KIND WHETHER ARISING IN CONTRACT, TORT, PRODUCT LIABILITY OR OTHERWISE, AND THIS EVEN IF SELLER WAS SUREQUEST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOST PROFITS, LOSS ANY OF USE OR DOWNTIME, OR THESE DAMAGES. SELLER’S AGGREGATE AND TOTAL LIABILITY FOR ALL DAMAGES OF ANY NATURE WHATSOEVER TO BUYER AND/OR ANY END USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDER OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER SHALL BE LIMITED TO AND IN NO EVENT SHALL SERCA'S LIABILITY FOR DAMAGES EXCEED THE TOTAL PRICE AMOUNT PAID BY BUYER SERCA UNDER THIS AGREEMENT. IN NO EVENT SHALL SERCA BE LIABLE FOR SUCH GOODS ANY SPECIAL INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST DATA, LOSS OF COMPUTER TIME, FAILURE TO ATTAIN ONE OR MANY OBJECTIVES (ECONOMICAL OR OTHER), AND SERVICES. BUYER HEREBY EXPRESSLY WAIVES ITS RIGHT TO ASSERT A CLAIM OR DEFENSE FOR RECOUPMENT AND/OR SETOFF, EQUITABLE OR OTHERWISE, WHEN BUYER’S UNDERLYING CLAIM WOULD BE BARRED BY THIS EVEN IF SERCA HAS BEEN ADVISED OF THE APPLICABLE STATUTE POSSIBILITY OF LIMITATIONS PERIODANY OF THESE DAMAGES.

Limitation of Damages. SELLER SHALL HAVE NO LIABILITY TO BUYER OR NEITHER DERIVE NOR MANUFACTURER IS LIABLE FOR AND THEY BOTH HEREBY EXCLUDE ANY END USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATIONAND ALL INDIRECT, PURCHASE ORDERINCIDENTAL, OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER WITH RESPECT TO THE SALE OF GOODS OR PROVISION OF SERVICES FOR LOST PROFITS, LOSS OF USE OR DOWNTIME, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, EXEMPLARY OR INCIDENTAL PUNITIVE DAMAGES OF ANY KIND WHETHER ARISING IN CONTRACT, TORT, PRODUCT LIABILITY OR OTHERWISERELATING TO THE PRODUCTS COVERED BY THIS WARRANTY, EVEN IF SELLER DERIVE OR MANUFACTURER WAS ADVISED OR AWARE OF THE POSSIBILITY OF SUCH LOST PROFITSDAMAGES. THIS EXCLUSION COVERS, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE OR DOWNTIMEUSE, REVENUE, OR DAMAGESPROFIT, COST OF CAPITAL, COST OF SUBSTITUTE EQUIPMENT, ADDITIONAL COSTS INCURRED BY CUSTOMER, DAMAGES TO ELECTRONIC EQUIPMENT, AND CLAIMS BY THIRD PARTIES. SELLER’S AGGREGATE AND TOTAL LIABILITY DERIVE SHALL NOT BE LIABLE FOR ALL DAMAGES ANY LABOR CHARGES, LOST TIME, OR OUT-OF-POCKET COSTS OR EXPENSES INCURRED BY THE CUSTOMER IN CONNECTION WITH THE INSPECTION, EXAMINATION, DIAGNOSIS, REMOVAL OR RE-INSTALLATION OF THE PRODUCT, WHETHER IN CONNECTION WITH ANY NATURE WHATSOEVER TO BUYER AND/WARRANTY CLAIM OR ANY END USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDER OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER SHALL BE LIMITED TO AND OTHERWISE. IN NO EVENT SHALL EXCEED DERIVE OR MANUFACTURER BE LIABLE TO THE TOTAL CUSTOMER FOR AN AMOUNT GREATER THAN THE PURCHASE PRICE PAID BY BUYER FOR SUCH GOODS AND SERVICESTHE PRODUCT. BUYER HEREBY EXPRESSLY WAIVES ITS RIGHT TO ASSERT A CLAIM OR DEFENSE FOR RECOUPMENT AND• Exclusive Remedy. This is your exclusive warranty and supersedes and is in lieu of all other warranties, express or implied, all of which are (a) disclaimed by Derive and Manufacturer and (b) waived, released and renounced by the Customer, except as may be required by applicable law. Without limiting the generality of the foregoing, Derive shall not be liable for any breach of any other written or oral warranties given to you separately by Manufacturer or any third party(ies) such as those (if any) given to you by third party installers of the Products. • What Are Your Responsibilities? You are responsible for performance of all scheduled and manufacturer-recommended maintenance to your vehicle. This includes but is not limited to monitoring and replacement of all fluids, filters and other parts that require periodic replacement. You are also responsible for notifying Derive within a reasonable time (and in no event more than 15 days) after discovery of any defect in your Product or Product Kit giving rise to a warranty claim hereunder. If you contend that the Product or any component in the Product Kit is/OR SETOFFare responsible for any mechanical or other problems with your vehicle, EQUITABLE OR OTHERWISEyou must notify Derive and allow Manufacturer the opportunity to inspect the vehicle and verify/diagnose its condition before you make any repairs or alterations to the vehicle. Without limiting the other terms and conditions of this warranty, WHEN BUYER’S UNDERLYING CLAIM WOULD BE BARRED BY THE APPLICABLE STATUTE OF LIMITATIONS PERIODand any other defenses that Derive may have, you understand and agree that your recourse, if any, for damage to your vehicle will be solely against Manufacturer and not Derive.

Limitation of Damages. THE LIABILITY OF THE SELLER SHALL HAVE NO LIABILITY NOT EXTEND TO BUYER OR ANY END USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATIONPERSONAL INJURY, PURCHASE ORDER, OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER WITH RESPECT TO THE SALE OF GOODS OR PROVISION OF SERVICES FOR LOST PROFITSPROPERTY DAMAGE, LOSS OF USE PROFIT, DELAY OR DOWNTIME, ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THE FAILURE OF ANY SHEET TO CONFORM TO THE PROVISIONS OF THIS LIMITED WARRANTY. MRS SHALL NOT IN ANY EVENT BE LIABLE FOR THE COST OF LABOR EXPENDED BY OTHERS ON ANY DEFECTIVE PANEL OR FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INDIRECT OR INCIDENTAL CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER WHETHER ARISING IN FROM BREACH OF CONTRACT, BREACH OF WARRANTY, TORT, PRODUCT INCLUDING NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF SELLER WAS ADVISED OTHERWISE TO ANYONE BY REASON OF THE POSSIBILITY FACT THAT SUCH PANELS SHALL HAVE BEEN DEFECTIVE. THIS WARRANTY IS GIVEN AS THE EXCLUSIVE WARRANTY AND EXCLUSIVE REMEDY, AND NO OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR PURPOSES, ARE MADE, AND ANY SUCH LOST PROFITSOTHER WARRANTIES ARE EXPRESSLY DISCLAIMED. THERE ARE NO WARRANTIES, LOSS WHICH EXTEND BEYOND THE DESCRIPTION CONTAINED IN THIS INSTRUMENT. CUSTOMER WAIVES THE BENEFIT OF USE ANY RULE THAT THE DISCLAIMERS OF WARRANTY SHALL BE CONSTRUED AGAINST THE SELLER, AND AGREES THAT THE DISCLAIMERS IN THIS INSTRUMENT SHALL BE CONSTRUED LIBERALLY IN FAVOR OF MRS. MRS SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR DOWNTIME, OR CONSEQUENTIAL DAMAGES. SELLER’S AGGREGATE MRS XXXXXX DISCLAIMS ALL LIABILITIES FOR DAMAGES BASED ON THEORIES OF NEGLIGENCE AND TOTAL LIABILITY FOR ALL DAMAGES OF ANY NATURE WHATSOEVER TO BUYER AND/OR ANY END USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDER OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER SHALL BE LIMITED TO AND IN NO EVENT SHALL EXCEED THE TOTAL PRICE PAID BY BUYER FOR SUCH GOODS AND SERVICES. BUYER HEREBY EXPRESSLY WAIVES ITS RIGHT TO ASSERT A CLAIM OR DEFENSE FOR RECOUPMENT AND/OR SETOFF, EQUITABLE OR OTHERWISE, WHEN BUYER’S UNDERLYING CLAIM WOULD BE BARRED BY THE APPLICABLE STATUTE OF LIMITATIONS PERIODSTRICT PRODUCT LIABILITY.

Limitation of Damages. SELLER SHALL HAVE NO LIABILITY NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NEITHER PARTY WILL BE LIABLE UNDER ANY CIRCUMSTANCES OR LEGAL THEORY FOR DAMAGES ARISING OUT OF THIS AGREEMENT RELATED TO BUYER INCONVENIENCE, DOWNTIME, INTEREST, COST OF CAPITAL, FRUSTRATION OF ECONOMIC OR ANY END USER BUSINESS EXPECTATIONS, LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOSS OF GOODS USE, TIME, DATA, OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDERGOODWILL, OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER WITH RESPECT SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL, COLLATERAL OR CONSEQUENTIAL DAMAGES, REGARDLESS OF WHETHER SUCH LOSSES ARE FORESEEABLE; PROVIDED, HOWEVER, THAT: (a) TO THE SALE EXTENT AN INDEMNIFIED PARTY IS REQUIRED TO PAY ANY DAMAGES RELATED TO INCONVENIENCE, DOWNTIME, INTEREST, COST OF GOODS CAPITAL, FRUSTRATION OF ECONOMIC OR PROVISION OF SERVICES FOR BUSINESS EXPECTATIONS, LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOSS OF USE OR DOWNTIMEUSE, TIME, DATA, OR FOR GOODWILL, OR ANY SPECIAL, PUNITIVE, INDIRECT, CONSEQUENTIALINCIDENTAL, EXEMPLARYCOLLATERAL OR CONSEQUENTIAL DAMAGES, TO ANOTHER PERSON IN CONNECTION WITH A THIRD PARTY CLAIM PURSUANT TO SECTION 7.1, SUCH DAMAGES WILL CONSTITUTE DIRECT DAMAGES AS BETWEEN THE PARTIES AND WILL NOT BE SUBJECT TO THE LIMITATION SET FORTH IN THIS SECTION 9.2; AND (b) THIS SECTION 9.2 WILL NOT APPLY TO ANY DAMAGES THAT ARE FINALLY ADJUDICATED BY AN ARBITRATION TRIBUNAL OR INCIDENTAL DAMAGES COURT OF ANY KIND WHETHER ARISING IN CONTRACTCOMPETENT JURISDICTION TO HAVE ARISEN FROM OR BE RELATED TO GROSS NEGLIGENCE, TORT, PRODUCT LIABILITY WILLFUL MISCONDUCT OR OTHERWISE, EVEN IF SELLER WAS ADVISED BAD FAITH ON THE PART OF THE POSSIBILITY INDEMNIFYING PARTY. TIMKENSTEEL CORPORATION HAS REQUESTED THAT THE OMITTED PORTIONS OF SUCH LOST PROFITSTHIS DOCUMENT, LOSS WHICH ARE INDICATED BY ASTERISKS, BE ACCORDED CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF USE OR DOWNTIME, OR DAMAGES1934. SELLER’S AGGREGATE TIMKENSTEEL CORPORATION HAS SEPARATELY FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND TOTAL LIABILITY FOR ALL DAMAGES OF ANY NATURE WHATSOEVER TO BUYER AND/OR ANY END USER OF GOODS OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDER OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER SHALL BE LIMITED TO AND IN NO EVENT SHALL EXCEED THE TOTAL PRICE PAID BY BUYER FOR SUCH GOODS AND SERVICES. BUYER HEREBY EXPRESSLY WAIVES ITS RIGHT TO ASSERT A CLAIM OR DEFENSE FOR RECOUPMENT AND/OR SETOFF, EQUITABLE OR OTHERWISE, WHEN BUYER’S UNDERLYING CLAIM WOULD BE BARRED BY THE APPLICABLE STATUTE OF LIMITATIONS PERIODEXCHANGE COMMISSION.

Limitation of Damages. SELLER THE LIABILITY OF SHEFFIELD SHALL HAVE NO LIABILITY NOT EXTEND TO BUYER PERSONAL INJURY, PROPERTY DAMAGE, LOSS OF PROFIT, DELAY OR ANY END USER INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THE FAILURE OF GOODS OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDER, ANY SHEET TO CONFORM WITH THE PROVISIONS OF THIS LIMITED WARRANTY. SHEFFIELD SHALL NOT IN ANY EVENT BE LIABLE TO THE CUSTOMER OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER WITH RESPECT PERSON OR ENTITY FOR ANY ACTIONS, CLAIMS, CAUSES OF ACTION, DAMAGES, EXPENSES AND.OR LIABILITIES ARISING FROM OR RELATED TO THE SALE DESIGN, USE OR FAILURE OF GOODS THE PANELS, FOR THE INTERUPTION OF THE CUSTOMER’S OPERATIONS OR PROVISION BUSINESS, FOR THE COST OF SERVICES LABOR EXPENDED BY OTHERS ON ANY DEFECTIVE PANEL OR FOR LOST PROFITSANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER OR LOSS OF PROFIT OR OTHER FINANCIAL LOSS ARISING OUT OF THE USE OR DOWNTIME, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR INCIDENTAL DAMAGES FAILURE OF ANY KIND WHETHER ARISING IN CONTRACT, TORT, PRODUCT LIABILITY OR OTHERWISETHE PANELS, EVEN IF SELLER WAS SHEFFIELD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOST PROFITSACTIONS, CLAIMS, CAUSES OF ACTION, DAMAGES, EXPENSE, LOSS OF USE OR DOWNTIME, OR DAMAGES. SELLER’S AGGREGATE AND TOTAL LIABILITY FOR ALL DAMAGES OF ANY NATURE WHATSOEVER TO BUYER AND/OR LIABILITIES, WHETHER ARISING FROM BREACH OF CONTRACT, BREACH OF WARRANTY, TORT, INCLUDING NEGLIGENCE, STRICT LIABILITY OR OTHERWISE TO ANYONE BY REASON OF THE FACT THAT SUCH PANELS SHALL HAVE BEEN DEFECTIVE. THIS WARRANTY IS GIVEN AS THE EXCLUSIVE WARRANTY AND EXCLUSIVE REMEDY, AND NO OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR PURPOSES, ARE MADE, AND ANY END USER SUCH OTHER WARRANTIES ARE EXPRESSLY DISCLAIMED. THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION CONTAINED IN THIS INSTRUMENT. CUSTOMER WAIVES THE BENEFIT OF GOODS OR SERVICES PROVIDED UNDER A QUOTATION, PURCHASE ORDER OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER RULE THAT THE DISCLAIMERS OF WARRANTY SHALL BE LIMITED TO CONSTRUED AGAINST SHEFFIELD AND AGREES THAT THE DISCLAIMERS IN NO EVENT THIS INSTRUMENT SHALL EXCEED THE TOTAL PRICE PAID BY BUYER BE CONSTRUED LIBERALLY IN FAVOR OF SHEFFIELD. SHEFFIELD SHALL NOT BE LIABLE FOR SUCH GOODS ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES. SHEFFIELD HEREBY DISCLAIMS ALL LIABILITIES FOR DAMAGES BASED ON THEORIES OF NEGLIGENCE AND SERVICES. BUYER HEREBY EXPRESSLY WAIVES ITS RIGHT TO ASSERT A CLAIM OR DEFENSE FOR RECOUPMENT AND/OR SETOFF, EQUITABLE OR OTHERWISE, WHEN BUYER’S UNDERLYING CLAIM WOULD BE BARRED BY THE APPLICABLE STATUTE OF LIMITATIONS PERIODSTRICT PRODUCT LIABILITY.