Common use of Consequential Damages; Limitation of Liability Clause in Contracts

Consequential Damages; Limitation of Liability. A. Notwithstanding any provision in this Agreement, in no event shall SIMETRY be liable to Customer for punitive or exemplary, indirect, incidental or consequential damages resulting from or arising out of this Agreement, including, without limitation, loss of profit, loss of product, loss of reserves, loss of data or costs of procurement of substitute wireless services, loss or inability to use property and equipment and business interruption, or failure to meet contractual obligations owed to others, however same may be caused, regardless of ownership, regardless of whether or not occasioned by or resulting from negligence, strict liability, breach of warranty or other fault of SIMETRY, as the case may be, in whole or part, whether sole, joint, active or passive, excepting acts or omissions constituting willful misconduct committed by SIMETRY or any member of its Group; and Customer shall indemnify, defend and hold SIMETRY harmless from such claims made against SIMETRY. B. Furthermore, SIMETRY shall not be liable to Customer or nay third party, either in contract or in tort, for unauthorized access of Customer’s or its users’ network or other breaches of Customer’s or its users’ network security, including, but not limited to, unauthorized access to or alternation, theft or destruction of files, programs, procedures or information through accident, fraudulent means or devices, or any other method. C. Notwithstanding any provision in this Agreement, in no event shall SIMETRY total liability under this Agreement for claims, damages, causes of action, demands, judgments, indemnities, fines, penalties, awards, losses, costs and expenses, including attorney fees and costs of litigation, exceed the amount of SIMETRY invoice for the affected portion of the Transaction. D. In no event shall SIMETRY’s third-party suppliers be liable to Customer or any other party for any loss arising out of the provision of Wireless Services hereunder and Customer hereby waives the right to make a claim against any such supplier, except to the extent that Customer has separately established a contract with said supplier for wireless services or a wireless component. E. In any jurisdiction that limits the scope of or precludes limitations or exclusion of liability, remedies or damages or do not allow implied warranties to be excluded, the limitation or exclusion of remedies, damages or liability set forth above are intended to apply to the maximum extent permitted by law.

Consequential Damages; Limitation of Liability. A. Notwithstanding any provision in this Agreement, in no event shall SIMETRY be liable to Customer for punitive or exemplary, indirect, incidental or consequential damages resulting from or arising out of this Agreement, including, without limitation, loss of profit, loss of product, loss of reserves, loss of data or costs of procurement of substitute wireless services, loss or inability to use property and equipment and business interruption, or failure to meet contractual obligations owed to others, however same may be caused, regardless of ownership, regardless of whether or not occasioned by or resulting from negligence, strict liability, breach of warranty or other fault of SIMETRY, as the case may be, in whole or part, whether sole, joint, active or passive, excepting acts or omissions constituting willful misconduct committed by SIMETRY or any member of its Group; and Customer shall indemnify, defend and hold SIMETRY harmless from such claims made against SIMETRY. B. Furthermore, SIMETRY shall not be liable to Customer or nay any third party, either in contract or in tort, for unauthorized access of Customer’s or its users’ network or other breaches of Customer’s or its users’ network security, including, but not limited to, unauthorized access to or alternation, theft or destruction of files, programs, procedures or information through accident, fraudulent means or devices, or any other method. C. Notwithstanding any provision in this Agreement, in no event shall SIMETRY total liability under this Agreement for claims, damages, causes of action, demands, judgments, indemnities, fines, penalties, awards, losses, costs and expenses, including attorney fees and costs of litigation, exceed the amount of SIMETRY invoice for the affected portion of the TransactionServices. D. In no event shall SIMETRY’s third-party suppliers be liable to Customer or any other party for any loss arising out of the provision of Wireless Services hereunder and Customer hereby waives the right to make a claim against any such supplier, except to the extent that Customer has separately established a contract with said supplier for wireless services or a wireless component. E. In any jurisdiction that limits the scope of or precludes limitations or exclusion of liability, remedies or damages or do not allow implied warranties to be excluded, the limitation or exclusion of remedies, damages or liability set forth above are intended to apply to the maximum extent permitted by law.

Consequential Damages; Limitation of Liability. A. Notwithstanding any provision in this Agreement, in no event shall SIMETRY STARCOMM be liable to invoice, except as otherwise provided elsewhere herein. All payments, unless otherwise specified in A. STARCOMM agrees to protect, defend, indemnify and hold harmless Customer, its and their Customer for punitive or exemplary, indirect, incidental or consequential damages resulting from or arising the proposal, work order, contract, notes to pricing or invoice referencing this Agreement or to officers, directors and employees, from and against all claims, demands, and causes of action of every out of this Agreement, including, without limitation, loss of profit, loss of product, loss of reserves, loss of data or costs of procurement of substitute wireless serviceswhich this Agreement is attached, loss shall be made in U.S. Dollars to STARCOMM at XX XXX 000000, kind and character without limit and without regard to the cause or causes thereof or the negligence or fault inability to use property and equipment and business interruption, or failure to meet contractual obligations Xxxxxx, XX 00000-0000. If credit or payment terms are not met, in addition to its other legal rights, (active or passive) of any party or parties including the joint or concurrent negligence of any member of the owed to others, however same may be caused, regardless of ownership, regardless of whether or not STARCOMM may (i) defer or cancel, at its option, further shipments or use of Equipment, the performance Customer Group (as hereinafter defined), any theory of strict liability and defect of premises, arising in occasioned by or resulting from negligence, strict liability, breach of warranty or other fault of SIMETRYSTARCOMM, of Services or provision of service personnel, and (ii) charge Customer interest at the lesser of (a) eighteen connection with (i) any bodily injury, including death, of STARCOMM, its sub-contractors and suppliers, as the case may be, in whole or part, whether sole, joint, active or passive, excepting acts or omissions percent (18%) per annum, or (b) the maximum rate permitted by applicable law, on the unpaid balance and its and their officers, directors and employees (the “STARCOMM Group”), (ii) damage to property constituting willful misconduct committed by SIMETRY STARCOMM or any member of its Groupgroup; and Customer shall due. Customer will pay all of STARCOMM’s costs, including attorney’s fees and court costs, incurred in owned, leased, rented, in the possession of, or hired by any member of the STARCOMM Group, including indemnify, defend and hold SIMETRY STARCOMM harmless from such claims made against SIMETRY. STARCOMM. connection with the collection of past due amounts from Customer. Nothing herein shall be interpreted to Equipment when being used in conjunction with related Services under this Agreement, and (iii) pollution B. Furthermore, SIMETRY shall not be liable to Customer or nay third party, either in contract or in tort, for unauthorized access of Customer’s or its users’ network or other breaches of Customer’s or its users’ network security, including, but not limited to, unauthorized access to or alternation, theft or destruction of files, programs, procedures or information through accident, fraudulent means or devices, or any other method. C. Notwithstanding any provision in this Agreement, in no event shall SIMETRY STARCOMM total liability prevent STARCOMM from claiming, filing or enforcing any liens when the rights thereto arise directly from or contamination (including, but not limited to property damage, control, removal, restoration and clean-up under this Agreement for claims, damages, causes of action, demands, judgments, indemnities, fines, Customer’s failure to pay STARCOMM in breach of this Agreement. of all pollution or contamination) which originates from property of STARCOMM Group, if and when such penalties, awards, losses, costs and expenses, including attorney fees and costs of litigation, exceed the amount of SIMETRY invoice for the affected portion of the Transaction. D. In no event shall SIMETRY’s third-party suppliers be liable to Customer or any other party for any loss arising out of the provision of Wireless Services hereunder and Customer hereby waives the right to make a claim against any such supplier, except to the extent that Customer has separately established a contract with said supplier for wireless services or a wireless component. E. In any jurisdiction that limits the scope of or precludes limitations or exclusion of liability, remedies or damages or do not allow implied warranties to be excluded, the limitation or exclusion of remedies, damages or liability set forth above are intended to apply to the maximum extent permitted by law.the

Consequential Damages; Limitation of Liability. A. Notwithstanding any provision anything to the contrary contained in this Agreement, in no event shall SIMETRY be liable to Company and Customer waive all claims against each other (and against each other’s parent company, affiliates, contractors, subcontractors, consultants, agents and vendors) for punitive or exemplaryany consequential, incidental, indirect, incidental special, exemplary or consequential punitive damages resulting from or arising out of this Agreement, including, without limitation, loss of profit, loss of product, loss of reserves, loss of data or costs of procurement of substitute wireless services, loss or inability to use property and equipment and business interruption, or failure to meet contractual obligations owed to others, however same may be caused, regardless of ownership, regardless of whether or not occasioned by or resulting from negligence, strict liability, breach of warranty or other fault of SIMETRY, as the case may be, in whole or part, whether sole, joint, active or passive, excepting acts or omissions constituting willful misconduct committed by SIMETRY or any member of its Group; and Customer shall indemnify, defend and hold SIMETRY harmless from such claims made against SIMETRY. B. Furthermore, SIMETRY shall not be liable to Customer or nay third party, either in contract or in tort, for unauthorized access of Customer’s or its users’ network or other breaches of Customer’s or its users’ network security, including, (including but not limited to, unauthorized access to loss of actual or alternationanticipated profits, theft revenues or destruction product; or loss of filesuse), programsand regardless of whether any such claim arises out of breach of contract, procedures or information through accidenttort, fraudulent means or devicesproduct liability, indemnity, contribution, strict liability or any other method. C. Notwithstanding legal theory. IN NO EVENT, REGARDLESS OF THE FORM OF THE CLAIM OR CAUSE OF ACTION (WHETHER BASED IN CONTRACT, INFRINGEMENT, NEGLIGENCE, STRICT LIABILITY, OTHER TORT OR OTHERWISE), SHALL COMPANY’S CUMULATIVE LIABILITY TO CUSTOMER EXCEED THE PRICE FOR THE PRODUCT GIVING RISE TO THE CLAIM OR CAUSE OF ACTION. (collectively, the “Indemnitees”) from and against any provision in this Agreement, in no event shall SIMETRY total liability under this Agreement for and all claims, damagesdemands, suits, liabilities, injuries (personal or bodily), causes of action, demands, judgments, indemnities, fines, penalties, awardsproceedings, losses, expenses, damages or penalties, including without limitation court costs and expensesreasonable attorneys’ fees (collectively, including attorney “Claims”), arising or resulting from its use of the Product. If Company or any other Indemnitee seeks indemnification from Customer hereunder, Company shall give Customer prompt notice of such Claim. Customer shall defend the Indemnitees from any such Claim at Customer’s sole cost and expense using counsel reasonably acceptable to the Indemnitees and shall keep the Indemnitees informed as to the progress of the defense of any such claim or suit. The Indemnitees shall have the right to participate, at their own expense, with respect to any third party claim, demand, action or proceeding. The Indemnitees shall reasonably cooperate with the Customer in such defense at Customer’s cost and expense. Customer shall have the right to control the defense and disposition; provided, however, that, if Customer assumes control of such defense and the Indemnitees reasonably conclude, based on advice from their counsel, that Customer and the Indemnitees have conflicting interests with respect to such Claim, Customer shall be responsible for the reasonable fees and costs expenses of litigationcounsel to the Indemnitees solely in connection therewith, exceed the amount of SIMETRY invoice for the affected portion of the Transaction. D. In except that in no event shall SIMETRY’s third-party suppliers Customer be liable responsible for the fees and expenses of more than one counsel for all Indemnitees. Customer shall not agree to Customer any settlement of such action, suit, proceeding or any other party for any loss arising out claim that does not include a complete and unconditional release of the provision Indemnitees from all liability with respect thereto or that imposes any liability or obligation on the Indemnitees, without the prior written consent of Wireless Services hereunder and Customer hereby waives the right to make a claim against any such supplier, except to the extent that Customer has separately established a contract with said supplier for wireless services or a wireless componentIndemnitees. E. In any jurisdiction that limits the scope of or precludes limitations or exclusion of liability, remedies or damages or do not allow implied warranties to be excluded, the limitation or exclusion of remedies, damages or liability set forth above are intended to apply to the maximum extent permitted by law.