Common use of DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITIES Clause in Contracts

DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITIES. 8.1 Rockefeller and Company each represent that, to the best of their knowledge as of the Effective Date, they have the legal right and authority to enter into this Agreement and to perform all obligations hereunder. Rockefeller further represents that, to the best of the knowledge of the Office of Technology Transfer as of the Effective Date, the patent applications listed on Exhibit A have been assigned to Rockefeller by the inventors named therein and Rockefeller owns all right, title, and interest of such inventors in such patent applications. 8.2 THE ROCKEFELLER PATENT RIGHTS, ROCKEFELLER TECHNICAL INFORMATION, LICENSED PRODUCTS, AND ANY OTHER TECHNOLOGY LICENSED UNDER THIS AGREEMENT ARE PROVIDED ON AN "AS IS" BASIS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ROCKEFELLER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF ACCURACY, COMPLETENESS, PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COMMERCIAL UTILITY, NON-INFRINGEMENT OR TITLE. ROCKEFELLER WILL NOT BE LIABLE TO COMPANY, ITS SUCCESORS OR ASSIGNS, OR ANY THIRD PARTY WITH RESPECT TO ANY CLAIM: ARISING FROM COMPANY'S USE OF THE ROCKEFELLER PATENT RIGHTS, ROCKEFELLER TECHNICAL INFORMATION, LICENSED PRODUCTS OR ANY OTHER TECHNOLOGY LICENSED UNDER THIS AGREEMENT; ARISING FROM THE DEVELOPMENT, TESTING, MANUFACTURE, USE OR SALE OF LICENSED PRODUCTS; OR FOR LOST PROFITS, BUSINESS INTERRUPTION, OR INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934.

DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITIES. 8.1 Rockefeller and Company each represent that, a. While PlanGrid strives to ensure that the best of their knowledge as Online Services do not alter any part of the Effective DateContent, they have it does not guarantee that no alteration will ever occur or that what is displayed in the legal right and authority to enter into this Agreement and to perform Application or on its Site will at all obligations hereundertimes be a complete rendering of all Content. Rockefeller further represents thatPlanGrid is not responsible for the accuracy, to the best completeness, appropriateness, attribution or legality of the knowledge Content, files, user posts, annotations, markups or any other information Customer may be able to access using the Online Service. Ultimately it is Customer’s responsibility to check that its Content as displayed on the Online Service is an accurate rendering of the Office of Technology Transfer Customer’s Content as of the Effective Date, the patent applications listed on Exhibit A have been assigned to Rockefeller by the inventors named therein and Rockefeller owns all right, title, and interest of such inventors in such patent applicationsoriginally uploaded. 8.2 b. THE ROCKEFELLER PATENT RIGHTSONLINE SERVICE AND THE APPLICATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, ROCKEFELLER TECHNICAL INFORMATION“WITH ALL FAULTS” AND WITHOUT WARRANTY OF ANY KIND. TO THE FULL EXTENT PERMITTED BY LAW, LICENSED PRODUCTSPLANGRID, ITS AFFILIATES, CONTRACTORS, ONLINE SERVICE PROVIDERS, EMPLOYEES, AGENTS, LICENSORS, AND ANY OTHER TECHNOLOGY LICENSED UNDER THIS AGREEMENT ARE PROVIDED ON AN "AS IS" BASIS. EXCEPT AS EXPRESSLY SET FORTH PARTY INVOLVED IN THIS AGREEMENTCREATING, ROCKEFELLER MAKES NO PRODUCING OR DELIVERING THE ONLINE SERVICE DISCLAIM ALL WARRANTIES AND REPRESENTATIONS OR WARRANTIESOF ANY KIND, EXPRESS OR EXPRESS, IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OR STATUTORY, ALL WARRANTIES OF ACCURACY, COMPLETENESS, PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COMMERCIAL UTILITY, NON-INFRINGEMENT OR TITLEAND NON- INFRINGEMENT. ROCKEFELLER WILL PLANGRID SHALL NOT BE RESPONSIBLE FOR ANY HARM TO CUSTOMER’S OR ITS USERS COMPUTER SYSTEM, LOSS OR CORRUPTION OF DATA OR CONTENT, OR OTHER HARM THAT RESULTS FROM CUSTOMER’S OR ITS USER ACCESS TO OR USE OF THE SITE OR APPLICATION. WITHOUT LIMITING THE FOREGOING, PLANGRID DOES NOT WARRANT OR REPRESENT THAT THE ONLINE SERVICE WILL BE CONTINUOUS, SECURE, RELIABLE, ACCESSIBLE, UNINTERRUPTED OR ERROR-FREE. c. PLANGRID IS NOT LIABLE TO COMPANY, ITS SUCCESORS CUSTOMER OR ASSIGNS, OR TO ANY THIRD PARTY WITH RESPECT FOR ANY DIRECT, SPECIAL, INCIDENTAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR THE INABILITY TO ANY CLAIM: ARISING FROM COMPANY'S USE THE ONLINE SERVICE OR ACCESS CONTENT, LOSS OF THE ROCKEFELLER PATENT RIGHTSBUSINESS, ROCKEFELLER TECHNICAL INFORMATION, LICENSED PRODUCTS OR ANY OTHER TECHNOLOGY LICENSED UNDER THIS AGREEMENT; ARISING FROM THE DEVELOPMENT, TESTING, MANUFACTURE, USE OR SALE LOSS OF LICENSED PRODUCTS; OR FOR LOST PROFITS, BUSINESS INTERRUPTIONINTERRUPTIONS, C U S T O M E R ’ S R E L I A N C E O N C O R R U P T E D , I N C O M P L E T E O R M I S S I N G C O N T E N T OR THE LIKE), ARISING OUT OF THE USE OF, OR INDIRECTINABILITY TO USE, SPECIAL THE ONLINE SERVICE OR CONSEQUENTIAL THE APPLICATION OR SITE AND BASED ON ANY THEORY OF LIABILITY INCLUDING STATUTE, BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF PLANGRID OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF AN REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. PLANGRID’S TOTAL LIABILITY TO CUSTOMER FOR ACTUAL DAMAGES FOR ANY KIND. Portions CAUSE WHATSOEVER WILL BE LIMITED TO $100 OR THE ACTUAL AMOUNTS CUSTOMER PAID FOR THE SERVICE, WHICHEVER IS LARGER. d. The limitations on liability in this Section are intended to apply to the warranties and disclaimers above and all other aspects of this Exhibit were omitted Agreement. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, or for the exclusion of implied warranties so the above limitation or exclusion may not apply to Customer and Customer may also have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934other legal rights in its jurisdiction.

DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITIES. 8.1 Rockefeller and Company each represent that, We shall not be responsible to provide Services to the best of their knowledge as extent that the issue is caused by (a) Customer's misuse, improper use, misconfiguration, alteration, or damage to the Software; (b) Customer's use of the Effective Date, they have the legal right and authority Software with any hardware or software not supplied or supported by Us; (c) Customer's failure to enter into this Agreement and to perform all obligations hereunder. Rockefeller further represents that, install an update to the best Software if such update would have resolved the issue; or (d) any other uses in a manner not in accordance with this Agreement. We shall have no responsibility for loss of or damage to Customer's data, regardless of the knowledge cause of the Office of Technology Transfer as of the Effective Date, the patent applications listed on Exhibit A have been assigned to Rockefeller by the inventors named therein and Rockefeller owns all right, title, and interest of any such inventors in such patent applications. 8.2 THE ROCKEFELLER PATENT RIGHTS, ROCKEFELLER TECHNICAL INFORMATION, LICENSED PRODUCTS, AND ANY OTHER TECHNOLOGY LICENSED UNDER THIS AGREEMENT loss or damage. THERE ARE PROVIDED ON AN "AS IS" BASIS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ROCKEFELLER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, RELATING TO PRODUCTS OR SERVICES FURNISHED TO CUSTOMER HEREUNDER. WE SPECIFICALLY DISCLAIM AND EXCLUDE ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY WARRANTY WITHOUT LIMITATION THOSE OF ACCURACY, COMPLETENESS, PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COMMERCIAL UTILITYMERCHANTABILITY OR NON- INFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, NON-INFRINGEMENT WHETHER MADE BY OUR EMPLOYEES OR TITLEOTHERWISE, WHICH IS NOT CONTAINED IN THIS AGREEMENT WILL BE DEEMED TO BE A WARRANTY BY US FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF US WHATSOEVER. ROCKEFELLER WILL NOT IN NO EVENT (i) SHALL OUR MAXIMUM LIABILITY FOR ALL DAMAGES EXCEED ACTUAL DIRECT DAMAGES CAUSED BY THE SPECIFIC PRODUCT OR SERVICE COMPLAINED OF, (ii) SHALL OUR MAXIMUM LIABILITY FOR ALL DAMAGES EXCEED THE TOTAL AMOUNT OF FEES PAID HEREUNDER, OR (iii) SHALL WE BE LIABLE TO COMPANYFOR INCIDENTAL, ITS SUCCESORS OR ASSIGNSCONSEQUENTIAL, OR ANY THIRD PARTY WITH RESPECT TO ANY CLAIM: ARISING FROM COMPANY'S USE OF THE ROCKEFELLER PATENT RIGHTS, ROCKEFELLER TECHNICAL INFORMATION, LICENSED PRODUCTS OR ANY OTHER TECHNOLOGY LICENSED UNDER THIS AGREEMENT; ARISING FROM THE DEVELOPMENT, TESTING, MANUFACTURE, USE OR SALE OF LICENSED PRODUCTS; OR FOR LOST PROFITS, BUSINESS INTERRUPTION, OR INDIRECTEXEMPLARY, SPECIAL OR CONSEQUENTIAL INDIRECT DAMAGES (INCLUDING BUT NOT LIMITED TO LOST BUSINESS PROFITS AND THE LOSS, DAMAGE OR DESTRUCTION OF ANY KINDDATA) EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THE SAME. Portions No limitation as to damages for personal injury is hereby intended. Some states do not allow the exclusion or limitation of this Exhibit were omitted incidental or consequential damages under certain circumstances and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934above exclusion or limitation may not apply.

DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITIES. 8.1 Rockefeller and Company each represent that(a) THE COMPANY MAKES NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, to the best of their knowledge as of the Effective Date, they have the legal right and authority to enter into this Agreement and to perform all obligations hereunder. Rockefeller further represents that, to the best of the knowledge of the Office of Technology Transfer as of the Effective Date, the patent applications listed on Exhibit A have been assigned to Rockefeller by the inventors named therein and Rockefeller owns all right, title, and interest of such inventors in such patent applications. 8.2 THE ROCKEFELLER PATENT RIGHTS, ROCKEFELLER TECHNICAL INFORMATION, LICENSED PRODUCTS, AND OR ANY OTHER TECHNOLOGY LICENSED UNDER THIS AGREEMENT ARE PROVIDED ON AN "AS IS" BASIS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ROCKEFELLER MAKES NO REPRESENTATIONS OR WARRANTIESWARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED FOR ANY OF THE PRODUCTS. (b) THE COMPANY SHALL IN NO EVENT BE LIABLE, WHETHER IN CONTRACT, TORT, OR ON ANY OTHER BASIS, FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES, OR LOSS OF PROFITS OF ANY KIND SUSTAINED BY THE RESELLER, OR BY ANY PERSON DEALING WITH THE RESELLER, IN CONNECTION WITH THE PRODUCTS. THE COMPANY'S LIABILITY FOR ANY CLAIM OF ANY KIND (INCLUDING, WITHOUT LIMITATION, CLAIMS BASED UPON ANY EXPRESS WARRANTY CONTAINED HEREIN AND CLAIMS BASED UPON ANY WARRANTY IMPLIED BY LAW), SHALL BE LIMITED, AT THE COMPANY 'S OPTION, TO REPLACEMENT OF THE PRODUCTS OR THE DIFFERENCE BETWEEN THE INVOICED AMOUNT AND THE MARKET PRICE OF THE PRODUCTS AT THE TIME AND PLACE SPECIFIED IN THE PURCHASE ORDER OR THE RETURN TO THE RESELLER OF THE AMOUNT PAID BY THE RESELLER, AND THE RESELLER EXPRESSLY WAIVES ANY RIGHT IT MIGHT HAVE TO ANY WARRANTY OTHER MEASURE OF ACCURACYDAMAGES, COMPLETENESSSTATUTORY OR OTHERWISE. (c) All warranty disclaimers contained herein are intended to comply with applicable law and shall be enforced to the fullest extent possible under applicable law. To the extent that any warranty disclaimer is deemed invalid under any law which may be applied, PERFORMANCEany related non- disclaimable warranties, MERCHANTABILITYwhether express or implied, FITNESS FOR A PARTICULAR PURPOSEshall be limited in duration to a period of six (6) months. (d) Neither the Reseller, COMMERCIAL UTILITYnor any agent, NON-INFRINGEMENT OR TITLE. ROCKEFELLER WILL NOT BE LIABLE TO COMPANY, ITS SUCCESORS OR ASSIGNS, OR ANY THIRD PARTY WITH RESPECT TO ANY CLAIM: ARISING FROM COMPANY'S USE OF THE ROCKEFELLER PATENT RIGHTS, ROCKEFELLER TECHNICAL INFORMATION, LICENSED PRODUCTS OR ANY OTHER TECHNOLOGY LICENSED UNDER THIS AGREEMENT; ARISING FROM THE DEVELOPMENT, TESTING, MANUFACTURE, USE OR SALE OF LICENSED PRODUCTS; OR FOR LOST PROFITS, BUSINESS INTERRUPTION, OR INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND. Portions of this Exhibit were omitted and have been filed separately with the Secretary representative or designee of the Commission pursuant Reseller shall make any warranties, representations or guarantees to any person, either orally or in writing, in the name of or on behalf of the Company without the Company's application requesting confidential treatment under Rule 24b-2 prior written consent. (e) Any action for breach of this Agreement or for breach of any warranty, express or implied, of the Securities Exchange Act Company shall be commenced within one (1) year from the date of 1934the delivery of the Products.