Common use of Disclaimers and Limitation of Liability Clause in Contracts

Disclaimers and Limitation of Liability. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES IN SECTION 6.01, ALL LICENSES AND RIGHTS GRANTED HEREIN ARE MADE ON AN “AS IS” BASIS, AND THE PARTIES EACH HEREBY DISCLAIM ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION, THOSE REGARDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OF NON-INFRINGEMENT. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, CALYXT ACKNOWLEDGES AND AGREES THAT ALL RIGHTS GRANTED TO CALYXT UNDER THIS AGREEMENT ARE SUBJECT IN ALL RESPECTS TO ANY AND ALL LICENSES OR OTHER RIGHTS GRANTED BY CELLECTIS OR ANY OF ITS AFFILIATES TO ANY THIRD PARTIES WITH RESPECT TO ANY LICENSED CELLECTIS IP AS OF OR PRIOR TO THE EFFECTIVE DATE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR OTHERWISE RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Disclaimers and Limitation of Liability. EXCEPT FOR 8.1 THE REPRESENTATIONS WARRANTIES, IF ANY, SET FORTH IN THE ATTACHMENTS ARE IN LIEU OF, AND WARRANTIES IN SECTION 6.01WE, OUR LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL LICENSES AND RIGHTS GRANTED HEREIN ARE MADE ON AN “AS IS” BASISOTHER WARRANTIES, AND THE PARTIES EACH HEREBY DISCLAIM ANY EXPRESS OR IMPLIED REPRESENTATIONS IMPLIED, ORAL OR WARRANTIES OF ANY KINDWRITTEN, INCLUDING INCLUDING, WITHOUT LIMITATION, THOSE REGARDING MERCHANTABILITY(i) ANY WARRANTY THAT LICENSED MATERIALS OR SERVICES ARE ERROR-FREE, SECURE, ACCURATE OR RELIABLE OR WILL OPERATE WITHOUT INTERRUPTION OR THAT ALL ERRORS WILL BE CORRECTED OR WILL COMPLY WITH ANY LAW, RULE OR REGULATION (ii) ANY AND ALL IMPLIED WARRANTIES OF QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR OF TITLE AND NON-INFRINGEMENT. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, CALYXT ACKNOWLEDGES INFRINGEMENT AND AGREES THAT ALL RIGHTS GRANTED TO CALYXT UNDER THIS AGREEMENT ARE SUBJECT IN ALL RESPECTS TO (iii) ANY AND ALL LICENSES IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE OR OTHER RIGHTS GRANTED USAGE OF TRADE. NO ADVICE, STATEMENT OR INFORMATION GIVEN BY CELLECTIS US, OUR AFFILIATES, OUR GROUP, CONTRACTORS OR EMPLOYEES SHALL CREATE OR CHANGE ANY OF ITS AFFILIATES WARRANTY PROVIDED HEREIN. YOU ACKNOWLEDGE THAT THE LICENSED MATERIALS HAVE NOT BEEN PREPARED TO ANY THIRD PARTIES WITH RESPECT MEET YOUR INDIVIDUAL REQUIREMENTS AND THAT IT IS THEREFORE YOUR RESPONSIBILITY TO ANY LICENSED CELLECTIS IP AS OF OR PRIOR TO ENSURE THAT THE EFFECTIVE DATEFACILITIES AND FUNCTIONS DESCRIBED IN THE DOCUMENTATION MEET YOUR REQUIREMENTS. TO YOU ASSUME ALL RESPONSIBILITY FOR THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR OTHERWISE RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED SELECTION OF THE POSSIBILITY OF SUCH DAMAGESSOFTWARE, OTHER PRODUCTS AND SERVICES PROVIDED HEREUNDER TO ACHIEVE YOUR INTENDED RESULTS. .

Disclaimers and Limitation of Liability. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES IN SECTION 6.01AS EXPRESSLY SET FORTH HEREIN, ALL LICENSES SERVICES TO BE PROVIDED BY FLG AND RIGHTS GRANTED HEREIN FLG MEMBER (FOR PURPOSES OF THIS PARAGRAPH 6, COLLECTIVELY “FLG”) HEREUNDER ARE MADE ON AN PROVIDED “AS IS” BASISWITHOUT ANY WARRANTY WHATSOEVER. CLIENT RECOGNIZES THAT THE “AS IS” CLAUSE OF THIS AGREEMENT IS AN IMPORTANT PART OF THE BASIS OF THIS AGREEMENT, AND WITHOUT WHICH FLG WOULD NOT HAVE AGREED TO ENTER INTO THIS AGREEMENT. FLG EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, TERMS OR CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE PARTIES EACH HEREBY DISCLAIM ANY EXPRESS OR IMPLIED REPRESENTATIONS OR PROFESSIONAL SERVICES, INCLUDING ANY, WARRANTIES OF ANY KINDMERCHANTABILITY, INCLUDING WITHOUT LIMITATION, THOSE REGARDING MERCHANTABILITYTITLE, FITNESS FOR A PARTICULAR PURPOSEPURPOSE AND INFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT REGARDING THE SERVICES PROVIDED HEREUNDER SHALL BE DEEMED A WARRANTY FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF FLG WHATSOEVER. IN NO EVENT SHALL FLG BE LIABLE FOR ANY INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO: LOST PROFITS; REVENUE OR SAVINGS; WAIVER BY CLIENT, WHETHER INADVERTENT OR INTENTIONAL, OF CLIENT’S ATTORNEY-CLIENT PRIVILEGE THROUGH CLIENT’S DISCLOSURE OF LEGALLY PRIVILEGED INFORMATION TO FLG; OR THE LOSS, THEFT, TRANSMISSION OR USE, AUTHORIZED OR OTHERWISE, OF ANY DATA, EVEN IF CLIENT OR FLG HAVE BEEN ADVISED OF, KNEW, OR SHOULD HAVE KNOWN, OF NON-INFRINGEMENTTHE POSSIBILITY THEREOF. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, CALYXT FLG’S AGGREGATE CUMULATIVE LIABILITY HEREUNDER, WHETHER IN CONTRACT, TORT, NEGLIGENCE, MISREPRESENTATION, STRICT LIABILITY OR OTHERWISE, SHALL NOT EXCEED AN AMOUNT EQUAL TO THE LAST TWO (2) MONTHS OF FEES PAYABLE BY CLIENT UNDER PARAGRAPH 2(A) OF THIS AGREEMENT. CLIENT ACKNOWLEDGES AND AGREES THAT ALL RIGHTS GRANTED TO CALYXT THE COMPENSATION PAID BY IT UNDER THIS AGREEMENT ARE SUBJECT REFLECTS THE ALLOCATION OF RISK SET FORTH IN ALL RESPECTS THIS AGREEMENT AND THAT FLG WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. THIS PARAGRAPH SHALL NOT APPLY TO ANY AND ALL LICENSES OR OTHER RIGHTS GRANTED BY CELLECTIS OR ANY OF ITS AFFILIATES TO ANY THIRD PARTIES EITHER PARTY WITH RESPECT TO ANY LICENSED CELLECTIS IP AS A BREACH OF OR PRIOR TO THE EFFECTIVE DATE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR OTHERWISE RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGESITS CONFIDENTIALITY OBLIGATIONS.

Disclaimers and Limitation of Liability. EXCEPT FOR 7.1. THE REPRESENTATIONS WARRANTIES, IF ANY, SET FORTH IN THE ATTACHMENTS ARE IN LIEU OF, AND WARRANTIES IN SECTION 6.01WE, OUR LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL LICENSES AND RIGHTS GRANTED HEREIN ARE MADE ON AN “AS IS” BASISOTHER WARRANTIES, AND THE PARTIES EACH HEREBY DISCLAIM ANY EXPRESS OR IMPLIED REPRESENTATIONS IMPLIED, ORAL OR WARRANTIES OF ANY KINDWRITTEN, INCLUDING INCLUDING, WITHOUT LIMITATION, THOSE REGARDING (i) ANY WARRANTY THAT LICENSED MATERIALS OR SERVICES ARE ERROR-FREE, SECURE, ACCURATE OR RELIABLE OR WILL OPERATE WITHOUT INTERRUPTION OR THAT ALL ERRORS WILL BE CORRECTED OR WILL COMPLY WITH ANY LAW, RULE OR REGULATION (ii) ANY AND ALL IMPLIED WARRANTIES OF QUALITY OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OF TITLE AND NON-INFRINGEMENT. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, CALYXT ACKNOWLEDGES INFRINGEMENT AND AGREES THAT ALL RIGHTS GRANTED TO CALYXT UNDER THIS AGREEMENT ARE SUBJECT IN ALL RESPECTS TO (iii) ANY AND ALL LICENSES IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE OR OTHER RIGHTS GRANTED USAGE OF TRADE. NO ADVICE, STATEMENT OR INFORMATION GIVEN BY CELLECTIS US, OUR AFFILIATES, OUR GROUP, CONTRACTORS OR EMPLOYEES SHALL CREATE OR CHANGE ANY OF ITS AFFILIATES WARRANTY PROVIDED HEREIN. YOU ACKNOWLEDGE THAT THE LICENSED MATERIALS HAVE NOT BEEN PREPARED TO ANY THIRD PARTIES WITH RESPECT MEET YOUR INDIVIDUAL REQUIREMENTS AND THAT IT IS THEREFORE YOUR RESPONSIBILITY TO ANY LICENSED CELLECTIS IP AS OF OR PRIOR TO ENSURE THAT THE EFFECTIVE DATEFACILITIES AND FUNCTIONS DESCRIBED IN THE DOCUMENTATION MEET YOUR REQUIREMENTS. TO YOU ASSUME ALL RESPONSIBILITY FOR THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR OTHERWISE RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED SELECTION OF THE POSSIBILITY OF SUCH DAMAGESSOFTWARE, OTHER PRODUCTS AND SERVICES PROVIDED HEREUNDER TO ACHIEVE YOUR INTENDED RESULTS.

Disclaimers and Limitation of Liability. EXCEPT FOR (a) YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE REPRESENTATIONS SITE, AND WARRANTIES PARTICIPATION IN SECTION 6.01THE PROJECT IS AT YOUR SOLE RISK, ALL LICENSES AND RIGHTS GRANTED HEREIN ARE MADE ON AN THAT THE SITE IS PROVIDED “AS IS” BASIS, AND THE PARTIES EACH HEREBY DISCLAIM ANY EXPRESS OR IMPLIED REPRESENTATIONS OR “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, INCLUDING WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE MAKE NO EXPRESS WARRANTIES AND HEREBY DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE SITE, DISCORD AND/OR THE PROJECT AS A WHOLE, AND ANY PART OF EACH (INCLUDING, WITHOUT LIMITATION, THOSE REGARDING THE SITE, ANY SMART CONTRACT, OR ANY EXTERNAL WEBSITES), INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OF NON-INFRINGEMENT, CORRECTNESS, ACCURACY, OR RELIABILITY. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE, OUR SUBSIDIARIES, AFFILIATES, AND LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (i) YOUR ACCESS TO OR USE OF THE CONTRARYSITE WILL MEET YOUR REQUIREMENTS, CALYXT ACKNOWLEDGES AND AGREES THAT ALL RIGHTS GRANTED (ii) YOUR ACCESS TO CALYXT UNDER THIS AGREEMENT OR USE OF THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, (iii) USAGE DATA PROVIDED THROUGH THE SITE WILL BE ACCURATE, (iv) THE SITE OR ANY CONTENT OR FEATURES MADE AVAILABLE ON OR THROUGH THE SITE AND/OR THE DISCORD ARE SUBJECT IN ALL RESPECTS TO ANY AND ALL LICENSES FREE OF VIRUSES OR OTHER RIGHTS GRANTED BY CELLECTIS OR ANY OF ITS AFFILIATES TO ANY THIRD PARTIES WITH RESPECT TO ANY LICENSED CELLECTIS IP AS OF OR PRIOR TO THE EFFECTIVE DATE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, SPECIAL, INCIDENTALHARMFUL COMPONENTS, OR CONSEQUENTIAL DAMAGES (IV) THAT ANY DATA THAT YOU DISCLOSE WHEN YOU USE THE SITE AND/OR DISCORD WILL BE SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF ANY KIND ARISING OUT OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO SOME OR OTHERWISE RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED ALL OF THE POSSIBILITY OF SUCH DAMAGESABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

Disclaimers and Limitation of Liability. 4.1 EXCEPT FOR AS OTHERWISE SET FORTH HEREIN AND TO THE REPRESENTATIONS EXTENT PERMITTED BY APPLICABLE LAW, YOU ACKNOWLEDGE AND WARRANTIES IN SECTION 6.01, ALL LICENSES AND RIGHTS GRANTED HEREIN AGREE THAT THE PRODUCTS ARE MADE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE WARRANTIES, IF ANY, SET FORTH HEREIN AND IN THE PRODUCT ATTACHMENTS ARE LIMITED TO THEIR EXPRESS TERMS AND ARE IN LIEU OF, AND ACTIVE, ITS LICENSORS, AND SUPPLIERS EXPRESSLY DISCLAIM TO THE PARTIES EACH HEREBY DISCLAIM ANY MAXIMUM EXTENT PERMITTED BY LAW, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING ANY (a) WARRANTY THAT THE PRODUCTS ARE ERROR-FREE OR “BUG”-FREE, ACCURATE, SECURE, OR RELIABLE; (b) WARRANTY THAT THE PRODUCTS WILL OPERATE WITHOUT INTERRUPTION; (c) WARRANTY THAT ALL ERRORS WILL BE CORRECTED OR THAT THE PRODUCTS WILL COMPLY WITH ANY LAW, RULE, OR REGULATION; (d) IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION, THOSE REGARDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR OF NON-INFRINGEMENT; (e) IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE; AND (f) WARRANTY THAT THE PRODUCTS WILL MEET CLIENT’S REQUIREMENTS. NOTWITHSTANDING ANYTHING ACTIVE WILL NOT BE LIABLE FOR INDIRECT DAMAGES OR LOSSES (IN THIS AGREEMENT TO THE CONTRARYCONTRACT, CALYXT ACKNOWLEDGES AND AGREES THAT ALL RIGHTS GRANTED TO CALYXT UNDER THIS AGREEMENT ARE SUBJECT IN ALL RESPECTS TO ANY AND ALL LICENSES STATUTE, TORT, OR OTHER RIGHTS GRANTED BY CELLECTIS OTHERWISE), INCLUDING DAMAGES FOR LOST PROFITS, LOST SAVINGS, COST OF REPLACEMENT SERVICES, LOST DATA, LOSS OF USE OF INFORMATION OR SERVICES, OR ANY INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES, WHETHER OR NOT ACTIVE HAS PREVIOUSLY BEEN ADVISED OF ITS AFFILIATES TO ANY THIRD PARTIES WITH RESPECT TO ANY LICENSED CELLECTIS IP AS THE POSSIBILITY OF SUCH DAMAGES. HOWEVER, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR PRIOR TO LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE EFFECTIVE DATEABOVE LIMITATION ONLY APPLIES WHERE ALLOWED. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE UNDER ANY LEGAL ACTIVE’S TOTAL AGGREGATE LIABILITY FOR ALL MATTERS ARISING FROM OR EQUITABLE THEORY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR OTHERWISE RELATED TO THIS AGREEMENTAGREEMENT IS LIMITED TO (I)THE AMOUNT OF FEES ACTUALLY PAID BY CLIENT AS CONSIDERATION FOR THE SPECIFIC PRODUCT UNDER THE APPLICABLE SCHEDULE GIVING RISE TO SUCH CLAIMS DURING THE 12 MONTH PERIOD PRECEDING THE DATE ON WHICH THE FIRST CAUSE OF ACTION AROSE, EVEN OR (II) IF NO SUCH PARTY HAS PAYMENTS HAVE BEEN ADVISED MADE OR SUCH AMOUNTS CANNOT BE CALCULATED, 10,000 U.S. DOLLARS (OR THE EQUIVALENT THERETO AS DETERMINED BY THE APPLICABLE COUNTRY’S CURRENCY), AS APPLICABLE. NOTWITHSTANDING THE ABOVE, IF YOU RESIDE OUTSIDE OF THE POSSIBILITY OF SUCH DAMAGESU.S., THIS DOES NOT AFFECT ACTIVE’S LIABILITY FOR DEATH OR PERSONAL INJURY ARISING FROM ITS NEGLIGENCE, NOR FOR FRAUDULENT MISREPRESENTATION, MISREPRESENTATION AS TO A FUNDAMENTAL MATTER, OR ANY OTHER LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Disclaimers and Limitation of Liability. EXCEPT FOR 8.1 THE REPRESENTATIONS WARRANTIES, IF ANY, SET FORTH IN THE ATTACHMENTS ARE IN LIEU OF, AND WARRANTIES IN SECTION 6.01WE, OUR LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL LICENSES AND RIGHTS GRANTED HEREIN ARE MADE ON AN “AS IS” BASISOTHER WARRANTIES, AND THE PARTIES EACH HEREBY DISCLAIM ANY EXPRESS OR IMPLIED REPRESENTATIONS IMPLIED, ORAL OR WARRANTIES OF ANY KINDWRITTEN, INCLUDING INCLUDING, WITHOUT LIMITATION, THOSE REGARDING (i) ANY WARRANTY THAT LICENSED MATERIALS OR SERVICES ARE ERROR-FREE, SECURE, ACCURATE OR RELIABLE OR WILL OPERATE WITHOUT INTERRUPTION OR THAT ALL ERRORS WILL BE CORRECTED OR WILL COMPLY WITH ANY LAW, RULE OR REGULATION (ii) ANY AND ALL IMPLIED WARRANTIES OF QUALITY OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OF TITLE AND NON-INFRINGEMENT. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, CALYXT ACKNOWLEDGES INFRINGEMENT AND AGREES THAT ALL RIGHTS GRANTED TO CALYXT UNDER THIS AGREEMENT ARE SUBJECT IN ALL RESPECTS TO (iii) ANY AND ALL LICENSES IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE OR OTHER RIGHTS GRANTED USAGE OF TRADE. NO ADVICE, STATEMENT OR INFORMATION GIVEN BY CELLECTIS US, OUR AFFILIATES, OUR GROUP, CONTRACTORS OR EMPLOYEES SHALL CREATE OR CHANGE ANY OF ITS AFFILIATES WARRANTY PROVIDED HEREIN. YOU ACKNOWLEDGE THAT THE LICENSED MATERIALS HAVE NOT BEEN PREPARED TO ANY THIRD PARTIES WITH RESPECT MEET YOUR INDIVIDUAL REQUIREMENTS AND THAT IT IS THEREFORE YOUR RESPONSIBILITY TO ANY LICENSED CELLECTIS IP AS OF OR PRIOR TO ENSURE THAT THE EFFECTIVE DATEFACILITIES AND FUNCTIONS DESCRIBED IN THE DOCUMENTATION MEET YOUR REQUIREMENTS. TO YOU ASSUME ALL RESPONSIBILITY FOR THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR OTHERWISE RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED SELECTION OF THE POSSIBILITY OF SUCH DAMAGESSOFTWARE, OTHER PRODUCTS AND SERVICES PROVIDED HEREUNDER TO ACHIEVE YOUR INTENDED RESULTS.

Disclaimers and Limitation of Liability. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES AS EXPRESSLY SET FORTH IN SECTION 6.01THIS AGREEMENT, ALL LICENSES SERVICES TO BE PROVIDED BY FLG AND RIGHTS GRANTED HEREIN FLG MEMBER (FOR PURPOSES OF THIS PARAGRAPH 6, COLLECTIVELY “FLG”) HEREUNDER ARE MADE ON AN PROVIDED “AS IS” BASISWITHOUT ANY WARRANTY WHATSOEVER. CLIENT RECOGNIZES THAT THE “AS IS” CLAUSE OF THIS AGREEMENT IS AN IMPORTANT PART OF THE BASIS OF THIS AGREEMENT, AND WITHOUT WHICH FLG WOULD NOT HAVE AGREED TO ENTER INTO THIS AGREEMENT. FLG EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, TERMS OR CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE PARTIES EACH HEREBY DISCLAIM ANY EXPRESS OR IMPLIED REPRESENTATIONS OR PROFESSIONAL SERVICES, INCLUDING ANY, WARRANTIES OF ANY KINDMERCHANTABILITY, INCLUDING WITHOUT LIMITATION, THOSE REGARDING MERCHANTABILITYTITLE, FITNESS FOR A PARTICULAR PURPOSEPURPOSE AND INFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT REGARDING THE SERVICES PROVIDED HEREUNDER SHALL BE DEEMED A WARRANTY FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF FLG WHATSOEVER. IN NO EVENT SHALL FLG BE LIABLE FOR ANY INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO: LOST PROFITS; REVENUE OR SAVINGS; WAIVER BY CLIENT, WHETHER INADVERTENT OR INTENTIONAL, OF CLIENT’S ATTORNEY-CLIENT PRIVILEGE THROUGH CLIENT’S DISCLOSURE OF LEGALLY PRIVILEGED INFORMATION TO FLG; OR THE LOSS, THEFT, TRANSMISSION OR USE, AUTHORIZED OR OTHERWISE, OF ANY DATA, EVEN IF CLIENT OR FLG HAVE BEEN ADVISED OF, KNEW, OR SHOULD HAVE KNOWN, OF NON-INFRINGEMENTTHE POSSIBILITY THEREOF. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, CALYXT FLG’S AGGREGATE CUMULATIVE LIABILITY HEREUNDER, WHETHER IN CONTRACT, TORT, NEGLIGENCE, MISREPRESENTATION, STRICT LIABILITY OR OTHERWISE, SHALL NOT EXCEED AN AMOUNT EQUAL TO THE GREATER OF: (I) THE LAST TWO (2) MONTHS OF FEES PAID OR PAYABLE BY CLIENT UNDER PARAGRAPH 2(A) OF THIS AGREEMENT, OR (II) FIFTY PERCENT (50%) OF THE AGGREGATE FEES PAID OR PAYABLE UNDER THIS AGREEMENT. CLIENT ACKNOWLEDGES AND AGREES THAT ALL RIGHTS GRANTED TO CALYXT THE COMPENSATION PAID BY IT UNDER THIS AGREEMENT ARE SUBJECT REFLECTS THE ALLOCATION OF RISK SET FORTH IN ALL RESPECTS THIS AGREEMENT AND THAT FLG WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. THIS PARAGRAPH SHALL NOT APPLY TO ANY AND ALL LICENSES OR OTHER RIGHTS GRANTED BY CELLECTIS OR ANY OF ITS AFFILIATES TO ANY THIRD PARTIES EITHER PARTY WITH RESPECT TO ANY LICENSED CELLECTIS IP AS A BREACH OF OR PRIOR TO THE EFFECTIVE DATE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR OTHERWISE RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGESITS CONFIDENTIALITY OBLIGATIONS.

Disclaimers and Limitation of Liability. EXCEPT FOR THE REPRESENTATIONS a) DISCLAIMERS HANWHA SOLARONE PROVIDES ALL DOCUMENTS AND INFORMATION ON AN "AS IS" BASIS.THE WARRANTIES IN SECTION 6.01, ALL LICENSES AND RIGHTS GRANTED PROVIDED HEREIN ARE MADE ON AN “AS IS” BASISIN LIEU OF AND EXCLUDE ALL OTHER WARRANTIES, AND THE PARTIES EACH HEREBY DISCLAIM ANY EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION, THOSE REGARDING MERCHANTABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,USE OR, APPLICATION, UNLESS I) SUCH OTHER WARRANTIES ARE EXPRESSLY AGREED TO IN WRITING BY HANWHA SOLARONE UNDER THE RELEVANT SALES AGREEMENT EXECUTED BETWEEN HANWHA SOLARONE AND THE BUYER OR II) OTHER STATUTORY WARRANTY WHICH IS EXPRESSLY PROVIDED IN ANY APPLICABLE MANDATORY LAWS. HANWHA SOLARONE DOES NOT WARRANT THAT THE OPERATION OF NON-INFRINGEMENTTHE PV MODULES WILL ACHIEVE THE RESULTS INTENDED BY THE BUYER. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, CALYXT ACKNOWLEDGES AND AGREES EVENT THAT ALL RIGHTS GRANTED TO CALYXT UNDER THIS AGREEMENT ARE SUBJECT IN ALL RESPECTS TO ANY AND ALL LICENSES OR OTHER RIGHTS GRANTED BY CELLECTIS PROVISION HEREOF (OR ANY OF ITS AFFILIATES TO PART THEREIN) SHOULD FOR ANY THIRD PARTIES WITH RESPECT TO ANY LICENSED CELLECTIS IP AS OF OR PRIOR TO THE EFFECTIVE DATE. TO THE EXTENT PERMITTED BY REASON BE HELD INEFFECTIVE UNDER APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR OTHERWISE RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED THE REMAINDER OF THE POSSIBILITY PROVISION SHALL REMAIN IN FULL FORCE AND EFFECT. THE WARRANTIES PROVIDED HEREIN ARE IN LIEU OF AND EXCLUDE ALL OTHER OBLIGATIONS ON THE PART OF HANWHA SOLARONE IN RELATION TO THE DEFECT OF THE PV MODULES UNLESS SUCH DAMAGESOTHER OBLIGATIONS ARE EXPRESSLY AGREED TO IN WRITING BY HANWHA SOLARONE UNDER THE RELEVANT SALES AGREEMENT.

Disclaimers and Limitation of Liability. 4.1 EXCEPT FOR AS OTHERWISE SET FORTH HEREIN AND TO THE REPRESENTATIONS EXTENT PERMITTED BY APPLICABLE LAW, YOU ACKNOWLEDGE AND WARRANTIES IN SECTION 6.01, ALL LICENSES AND RIGHTS GRANTED HEREIN AGREE THAT THE PRODUCTS ARE MADE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE WARRANTIES, IF ANY, SET FORTH HEREIN AND IN THE PRODUCT ATTACHMENTS ARE LIMITED TO THEIR EXPRESS TERMS AND ARE IN LIEU OF, AND CLASSY, ITS LICENSORS, AND SUPPLIERS EXPRESSLY DISCLAIM TO THE PARTIES EACH HEREBY DISCLAIM ANY MAXIMUM EXTENT PERMITTED BY LAW, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING ANY (a) WARRANTY THAT THE PRODUCTS ARE ERROR- FREE OR “BUG”-FREE, ACCURATE, SECURE, OR RELIABLE; (b) WARRANTY THAT THE PRODUCTS WILL OPERATE WITHOUT INTERRUPTION; (c) WARRANTY THAT ALL ERRORS WILL BE CORRECTED OR THAT THE PRODUCTS WILL COMPLY WITH ANY LAW, RULE, OR REGULATION; (d) IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION, THOSE REGARDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR OF NON-INFRINGEMENT. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY; (e) IMPLIED WARRANTIES ARISING FROM STATUTE, CALYXT ACKNOWLEDGES AND AGREES THAT ALL RIGHTS GRANTED TO CALYXT UNDER THIS AGREEMENT ARE SUBJECT IN ALL RESPECTS TO ANY AND ALL LICENSES OR OTHER RIGHTS GRANTED BY CELLECTIS OR ANY COURSE OF ITS AFFILIATES TO ANY THIRD PARTIES WITH RESPECT TO ANY LICENSED CELLECTIS IP AS DEALING, COURSE OF OR PRIOR TO THE EFFECTIVE DATE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, SPECIAL, INCIDENTALPERFORMANCE, OR CONSEQUENTIAL DAMAGES USAGE OF ANY KIND ARISING OUT OF OR OTHERWISE RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF TRADE; AND (f) WARRANTY THAT THE POSSIBILITY OF SUCH DAMAGESPRODUCTS WILL MEET CLIENT’S REQUIREMENTS.

Disclaimers and Limitation of Liability. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES IN SECTION 6.01AS EXPRESSLY SET FORTH HEREIN, ALL LICENSES SERVICES TO BE PROVIDED BY FLG AND RIGHTS GRANTED HEREIN FLG MEMBER (FOR PURPOSES OF THIS PARAGRAPH 6, COLLECTIVELY “FLG”) HEREUNDER ARE MADE ON AN PROVIDED “AS IS” BASISWITHOUT ANY WARRANTY WHATSOEVER. CLIENT RECOGNIZES THAT THE “AS IS” CLAUSE OF THIS AGREEMENT IS AN IMPORTANT PART OF THE BASIS OF THIS Initial: Client /s/ JV FLG /s/ JSK CONFIDENTIAL CONSULTING AGREEMENT AGREEMENT, AND WITHOUT WHICH FLG WOULD NOT HAVE AGREED TO ENTER INTO THIS AGREEMENT. FLG EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, TERMS OR CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE PARTIES EACH HEREBY DISCLAIM ANY EXPRESS OR IMPLIED REPRESENTATIONS OR PROFESSIONAL SERVICES, INCLUDING ANY, WARRANTIES OF ANY KINDMERCHANTABILITY, INCLUDING WITHOUT LIMITATION, THOSE REGARDING MERCHANTABILITYTITLE, FITNESS FOR A PARTICULAR PURPOSEPURPOSE AND INFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT REGARDING THE SERVICES PROVIDED HEREUNDER SHALL BE DEEMED A WARRANTY FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF FLG WHATSOEVER. IN NO EVENT SHALL FLG BE LIABLE FOR ANY INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO: LOST PROFITS; REVENUE OR SAVINGS; WAIVER BY CLIENT, WHETHER INADVERTENT OR INTENTIONAL, OF CLIENT’S ATTORNEY-CLIENT PRIVILEGE THROUGH CLIENT’S DISCLOSURE OF LEGALLY PRIVILEGED INFORMATION TO FLG; OR THE LOSS, THEFT, TRANSMISSION OR USE, AUTHORIZED OR OTHERWISE, OF ANY DATA, EVEN IF CLIENT OR FLG HAVE BEEN ADVISED OF, KNEW, OR SHOULD HAVE KNOWN, OF NON-INFRINGEMENTTHE POSSIBILITY THEREOF. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, CALYXT FLG’S AGGREGATE CUMULATIVE LIABILITY HEREUNDER, WHETHER IN CONTRACT, TORT, NEGLIGENCE, MISREPRESENTATION, STRICT LIABILITY OR OTHERWISE, SHALL NOT EXCEED AN AMOUNT EQUAL TO THE LAST TWO (2) MONTHS OF FEES PAYABLE BY CLIENT UNDER PARAGRAPH 2(A) OF THIS AGREEMENT. CLIENT ACKNOWLEDGES AND AGREES THAT ALL RIGHTS GRANTED TO CALYXT THE COMPENSATION PAID BY IT UNDER THIS AGREEMENT ARE SUBJECT REFLECTS THE ALLOCATION OF RISK SET FORTH IN ALL RESPECTS THIS AGREEMENT AND THAT FLG WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. THIS PARAGRAPH SHALL NOT APPLY TO ANY AND ALL LICENSES OR OTHER RIGHTS GRANTED BY CELLECTIS OR ANY OF ITS AFFILIATES TO ANY THIRD PARTIES EITHER PARTY WITH RESPECT TO ANY LICENSED CELLECTIS IP AS A BREACH OF OR PRIOR TO THE EFFECTIVE DATE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR OTHERWISE RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGESITS CONFIDENTIALITY OBLIGATIONS.

Disclaimers and Limitation of Liability. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES IN SECTION 6.015.01, ALL LICENSES AND RIGHTS GRANTED HEREIN ARE MADE ON AN “AS IS” BASIS, AND THE PARTIES EACH HEREBY DISCLAIM ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION, THOSE REGARDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OF NON-INFRINGEMENT. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, CALYXT ACKNOWLEDGES AND AGREES THAT ALL RIGHTS GRANTED TO CALYXT UNDER THIS AGREEMENT ARE SUBJECT IN ALL RESPECTS TO ANY AND ALL LICENSES OR OTHER RIGHTS GRANTED BY CELLECTIS OR ANY OF ITS AFFILIATES TO ANY THIRD PARTIES WITH RESPECT TO ANY LICENSED CELLECTIS IP AND/OR THE LICENSED XXXXX XXXX AS OF OR PRIOR TO THE EFFECTIVE DATE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR OTHERWISE RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Disclaimers and Limitation of Liability. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES IN SECTION 6.01AS EXPRESSLY SET FORTH HEREIN, ALL LICENSES SERVICES TO BE PROVIDED BY FLG AND RIGHTS GRANTED HEREIN FLG MEMBER (FOR PURPOSES OF THIS PARAGRAPH 6, COLLECTIVELY “FLG”) HEREUNDER ARE MADE ON AN PROVIDED “AS IS” BASISWITHOUT ANY WARRANTY WHATSOEVER. CLIENT RECOGNIZES THAT THE “AS IS” CLAUSE OF THIS AGREEMENT IS AN IMPORTANT PART OF THE BASIS OF THIS AGREEMENT, AND WITHOUT WHICH FLG WOULD NOT HAVE AGREED TO ENTER INTO THIS AGREEMENT. FLG EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, TERMS OR CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE PARTIES EACH HEREBY DISCLAIM ANY EXPRESS OR IMPLIED REPRESENTATIONS OR PROFESSIONAL SERVICES, INCLUDING ANY, WARRANTIES OF ANY KINDMERCHANTABILITY, INCLUDING WITHOUT LIMITATION, THOSE REGARDING MERCHANTABILITYTITLE, FITNESS FOR A PARTICULAR PURPOSEPURPOSE AND INFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT REGARDING THE SERVICES PROVIDED HEREUNDER SHALL BE DEEMED A WARRANTY FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF FLG WHATSOEVER. IN NO EVENT SHALL FLG BE LIABLE FOR ANY INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO: LOST PROFITS; REVENUE OR SAVINGS; WAIVER BY CLIENT, WHETHER INADVERTENT OR INTENTIONAL, OF CLIENT’S ATTORNEY-CLIENT PRIVILEGE THROUGH CLIENT’S DISCLOSURE OF LEGALLY PRIVILEGED INFORMATION TO FLG; OR THE LOSS, THEFT, TRANSMISSION OR USE, AUTHORIZED OR OTHERWISE, OF ANY DATA, EVEN IF CLIENT OR FLG HAVE BEEN ADVISED OF, KNEW, OR SHOULD HAVE KNOWN, OF NON-INFRINGEMENTTHE POSSIBILITY THEREOF. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, CALYXT FLG’S AGGREGATE CUMULATIVE LIABILITY HEREUNDER, WHETHER IN CONTRACT, TORT, NEGLIGENCE, MISREPRESENTATION, STRICT LIABILITY OR OTHERWISE, SHALL NOT EXCEED AN AMOUNT EQUAL TO THE LAST TWO (2) MONTHS OF FEES PAYABLE BY CLIENT UNDER PARAGRAPH 2(A) OF THIS AGREEMENT. CLIENT ACKNOWLEDGES AND AGREES THAT ALL RIGHTS GRANTED TO CALYXT THE COMPENSATION PAID BY IT UNDER THIS AGREEMENT ARE SUBJECT REFLECTS THE ALLOCATION OF RISK SET FORTH IN ALL RESPECTS THIS AGREEMENT AND THAT FLG WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. THIS PARAGRAPH SHALL NOT APPLY TO ANY AND ALL LICENSES OR OTHER RIGHTS GRANTED BY CELLECTIS OR ANY OF ITS AFFILIATES TO ANY THIRD PARTIES EITHER PARTY WITH RESPECT TO ANY LICENSED CELLECTIS IP AS A BREACH OF OR PRIOR TO THE EFFECTIVE DATEITS CONFIDENTIALITY OBLIGATIONS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR OTHERWISE RELATED TO THIS Initial: Client FLG CONFIDENTIAL CONSULTING AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Disclaimers and Limitation of Liability. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES IN SECTION 6.01AS EXPRESSLY SET FORTH HEREIN, ALL LICENSES SERVICES TO BE PROVIDED BY FLG AND RIGHTS GRANTED HEREIN FLG MEMBER (FOR PURPOSES OF THIS PARAGRAPH 6, COLLECTIVELY “FLG”) HEREUNDER ARE MADE ON AN PROVIDED “AS IS” BASISWITHOUT ANY WARRANTY WHATSOEVER. CLIENT RECOGNIZES THAT THE “AS IS” CLAUSE OF THIS AGREEMENT IS AN IMPORTANT PART OF THE BASIS OF THIS AGREEMENT, AND WITHOUT WHICH FLG WOULD NOT HAVE AGREED TO ENTER INTO THIS AGREEMENT. FLG EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, TERMS OR CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE PARTIES EACH HEREBY DISCLAIM PROFESSIONAL SERVICES, INCLUDING ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KINDMERCHANTABILITY, INCLUDING WITHOUT LIMITATION, THOSE REGARDING MERCHANTABILITYTITLE, FITNESS FOR A PARTICULAR PURPOSEPURPOSE AND INFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT REGARDING THE SERVICES PROVIDED HEREUNDER SHALL BE DEEMED A WARRANTY FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF FLG WHATSOEVER. IN NO EVENT SHALL FLG BE LIABLE FOR ANY INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO: LOST PROFITS; REVENUE OR SAVINGS; WAIVER BY CLIENT, WHETHER INADVERTENT OR INTENTIONAL, OF CLIENT’S ATTORNEY-CLIENT PRIVILEGE THROUGH CLIENT’S DISCLOSURE OF LEGALLY PRIVILEGED INFORMATION TO FLG; OR THE LOSS, THEFT, TRANSMISSION OR USE, AUTHORIZED OR OTHERWISE, OF ANY DATA, EVEN IF CLIENT OR FLG HAVE BEEN ADVISED OF, KNEW, OR SHOULD HAVE KNOWN, OF NON-INFRINGEMENTTHE POSSIBILITY THEREOF. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, CALYXT FLG’S AGGREGATE CUMULATIVE LIABILITY HEREUNDER, WHETHER IN CONTRACT, TORT, NEGLIGENCE, MISREPRESENTATION, STRICT LIABILITY OR OTHERWISE, SHALL NOT EXCEED AN AMOUNT EQUAL TO THE LAST SIX (6) MONTHS OF FEES PAYABLE BY CLIENT UNDER PARAGRAPH 2(A) OF THIS AGREEMENT. CLIENT ACKNOWLEDGES AND AGREES THAT ALL RIGHTS GRANTED TO CALYXT THE COMPENSATION PAID BY IT UNDER THIS AGREEMENT ARE SUBJECT REFLECTS THE ALLOCATION OF RISK SET FORTH IN ALL RESPECTS THIS AGREEMENT AND THAT FLG WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. THIS PARAGRAPH SHALL NOT APPLY TO ANY AND ALL LICENSES OR OTHER RIGHTS GRANTED BY CELLECTIS OR ANY OF ITS AFFILIATES TO ANY THIRD PARTIES EITHER PARTY WITH RESPECT TO ANY LICENSED CELLECTIS IP AS A BREACH OF OR PRIOR TO THE EFFECTIVE DATE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR OTHERWISE RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGESITS CONFIDENTIALITY OBLIGATIONS.

Disclaimers and Limitation of Liability. 4.1 EXCEPT FOR AS OTHERWISE SET FORTH HEREIN AND TO THE REPRESENTATIONS EXTENT PERMITTED BY APPLICABLE LAW, CLIENT ACKNOWLEDGES AND WARRANTIES IN SECTION 6.01, ALL LICENSES AND RIGHTS GRANTED HEREIN AGREES THAT THE PRODUCTS ARE MADE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE WARRANTIES, IF ANY, SET FORTH HEREIN AND IN THE PRODUCT ATTACHMENTS ARE LIMITED TO THEIR EXPRESS TERMS AND ARE IN LIEU OF, AND ACTIVE, ITS LICENSORS, AND SUPPLIERS EXPRESSLY DISCLAIM TO THE PARTIES EACH HEREBY DISCLAIM ANY MAXIMUM EXTENT PERMITTED BY LAW, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING ANY (a) WARRANTY THAT THE PRODUCTS ARE ERROR-FREE OR “BUG”-FREE, ACCURATE, SECURE, OR RELIABLE; (b) WARRANTY THAT THE PRODUCTS WILL OPERATE WITHOUT INTERRUPTION; (c) WARRANTY THAT ALL ERRORS WILL BE CORRECTED OR THAT THE PRODUCTS WILL COMPLY WITH ANY LAW, RULE, OR REGULATION; (d) IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION, THOSE REGARDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR OF NON-INFRINGEMENT; (e) IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE; AND (f) WARRANTY THAT THE PRODUCTS WILL MEET CLIENT’S REQUIREMENTS. NOTWITHSTANDING ANYTHING ACTIVE WILL NOT BE LIABLE FOR INDIRECT DAMAGES OR LOSSES (IN THIS AGREEMENT TO THE CONTRARYCONTRACT, CALYXT ACKNOWLEDGES AND AGREES THAT ALL RIGHTS GRANTED TO CALYXT UNDER THIS AGREEMENT ARE SUBJECT IN ALL RESPECTS TO ANY AND ALL LICENSES STATUTE, TORT, OR OTHER RIGHTS GRANTED BY CELLECTIS OTHERWISE), INCLUDING DAMAGES FOR LOST PROFITS, LOST SAVINGS, COST OF REPLACEMENT SERVICES, LOST DATA, LOSS OF USE OF INFORMATION OR SERVICES, OR ANY INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES, WHETHER OR NOT ACTIVE HAS PREVIOUSLY BEEN ADVISED OF ITS AFFILIATES TO ANY THIRD PARTIES WITH RESPECT TO ANY LICENSED CELLECTIS IP AS THE POSSIBILITY OF SUCH DAMAGES. HOWEVER, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR PRIOR TO LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE EFFECTIVE DATEABOVE LIMITATION ONLY APPLIES WHERE ALLOWED. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE UNDER ANY LEGAL ACTIVE’S TOTAL AGGREGATE LIABILITY FOR ALL MATTERS ARISING FROM OR EQUITABLE THEORY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR OTHERWISE RELATED TO THIS AGREEMENT IS LIMITED TO (I)THE AMOUNT OF FEES ACTUALLY PAID BY CLIENT AS CONSIDERATION FOR THE SPECIFIC PRODUCT UNDER THE APPLICABLE SCHEDULE GIVING RISE TO SUCH CLAIMS DURING THE 12 MONTH PERIOD PRECEDING THE DATE ON WHICH THE FIRST CAUSE OF ACTION AROSE LESS ANY AMOUNTS PAID BY ACTIVE WITH RESPECTIVE TO LIABILITIES UNDER THIS AGREEMENT, EVEN OR (II) IF NO SUCH PARTY HAS PAYMENTS HAVE BEEN ADVISED MADE OR SUCH AMOUNTS CANNOT BE CALCULATED, 10,000 U.S. DOLLARS (OR THE EQUIVALENT THERETO AS DETERMINED BY THE APPLICABLE COUNTRY’S CURRENCY), AS APPLICABLE. NOTWITHSTANDING THE ABOVE, IF CLIENT RESIDES OUTSIDE OF THE POSSIBILITY OF SUCH DAMAGES.U.S., THIS DOES NOT AFFECT ACTIVE’S LIABILITY FOR DEATH OR PERSONAL INJURY ARISING FROM ITS NEGLIGENCE, NOR FOR FRAUDULENT MISREPRESENTATION, MISREPRESENTATION AS TO A FUNDAMENTAL MATTER, OR ANY OTHER LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. Contract # 00123583

Disclaimers and Limitation of Liability. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES IN SECTION 6.01AS EXPRESSLY SET FORTH HEREIN, ALL LICENSES SERVICES TO BE PROVIDED BY FLG AND RIGHTS GRANTED HEREIN FLG MEMBER (FOR PURPOSES OF THIS PARAGRAPH 6, COLLECTIVELY “FLG”) HEREUNDER ARE MADE ON AN PROVIDED “AS IS” BASISWITHOUT ANY WARRANTY WHATSOEVER. CLIENT RECOGNIZES THAT THE “AS IS” CLAUSE OF THIS AGREEMENT IS AN IMPORTANT PART OF THE BASIS OF THIS AGREEMENT, AND WITHOUT WHICH FLG WOULD NOT HAVE AGREED TO ENTER INTO THIS AGREEMENT. FLG EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, TERMS OR CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE PARTIES EACH HEREBY DISCLAIM ANY EXPRESS OR IMPLIED REPRESENTATIONS OR PROFESSIONAL SERVICES, INCLUDING ANY, WARRANTIES OF ANY KINDMERCHANTABILITY, INCLUDING WITHOUT LIMITATION, THOSE REGARDING MERCHANTABILITYTITLE, FITNESS FOR A PARTICULAR PURPOSEPURPOSE AND INFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT REGARDING THE SERVICES PROVIDED HEREUNDER SHALL BE DEEMED A WARRANTY FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF FLG WHATSOEVER. IN NO EVENT SHALL FLG BE LIABLE FOR ANY INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO: LOST PROFITS; REVENUE OR SAVINGS; OR THE LOSS, THEFT, TRANSMISSION OR USE, AUTHORIZED OR OTHERWISE, OF ANY DATA, EVEN IF CLIENT OR FLG HAVE BEEN ADVISED OF, KNEW, OR SHOULD HAVE KNOWN, OF NON-INFRINGEMENTTHE POSSIBILITY THEREOF; PROVIDED, HOWEVER, NOTHING CONTAINED HEREIN SHALL RELIEVE FLG OR ITS MEMBER PERFORMING SERVICES FOR CLIENT FROM ANY LIABILITY OR RESPONSIBILITY FOR ITS GROSS NEGLIGENCE, FRAUD, WILLFUL MISCONDUCT. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, CALYXT FLG’S AGGREGATE CUMULATIVE LIABILITY HEREUNDER, WHETHER IN CONTRACT, TORT, NEGLIGENCE, MISREPRESENTATION, STRICT LIABILITY OR OTHERWISE, SHALL NOT EXCEED AN AMOUNT EQUAL TO THE LAST TWO (2) MONTHS OF FEES PAYABLE BY CLIENT UNDER PARAGRAPH 2(A) OF THIS AGREEMENT. CLIENT ACKNOWLEDGES AND AGREES THAT ALL RIGHTS GRANTED TO CALYXT THE COMPENSATION PAID BY IT UNDER THIS AGREEMENT ARE SUBJECT REFLECTS THE ALLOCATION OF RISK SET FORTH IN ALL RESPECTS THIS AGREEMENT AND THAT FLG WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. THIS PARAGRAPH SHALL NOT APPLY TO ANY AND ALL LICENSES OR OTHER RIGHTS GRANTED BY CELLECTIS OR ANY OF ITS AFFILIATES TO ANY THIRD PARTIES EITHER PARTY WITH RESPECT TO ANY LICENSED CELLECTIS IP AS A BREACH OF OR PRIOR TO THE EFFECTIVE DATE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR OTHERWISE RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGESITS CONFIDENTIALITY OBLIGATIONS.

Disclaimers and Limitation of Liability. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES IN SECTION 6.01AS EXPRESSLY SET FORTH HEREIN, ALL LICENSES SERVICES TO BE PROVIDED BY FLG AND RIGHTS GRANTED HEREIN FLG MEMBER (FOR PURPOSES OF THIS PARAGRAPH 6, COLLECTIVELY “FLG”) HEREUNDER ARE MADE ON AN PROVIDED “AS IS” BASISWITHOUT ANY WARRANTY WHATSOEVER. CLIENT RECOGNIZES THAT THE “AS IS” CLAUSE OF THIS AGREEMENT IS AN IMPORTANT PART OF THE BASIS OF THIS AGREEMENT, AND WITHOUT WHICH FLG WOULD NOT HAVE AGREED TO ENTER INTO THIS AGREEMENT. FLG EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, TERMS OR CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE PARTIES EACH HEREBY DISCLAIM ANY EXPRESS OR IMPLIED REPRESENTATIONS OR PROFESSIONAL SERVICES, INCLUDING ANY, WARRANTIES OF ANY KINDMERCHANTABILITY, INCLUDING WITHOUT LIMITATION, THOSE REGARDING MERCHANTABILITYTITLE, FITNESS FOR A PARTICULAR PURPOSEPURPOSE AND INFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT REGARDING THE SERVICES PROVIDED HEREUNDER SHALL BE DEEMED A WARRANTY FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF FLG WHATSOEVER. IN NO EVENT SHALL FLG BE LIABLE FOR ANY INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO: LOST PROFITS; REVENUE OR SAVINGS; WAIVER BY CLIENT, WHETHER INADVERTENT OR INTENTIONAL, OF CLIENT’S ATTORNEY-CLIENT PRIVILEGE THROUGH CLIENT’S DISCLOSURE OF LEGALLY PRIVILEGED INFORMATION TO FLG; OR THE LOSS, THEFT, TRANSMISSION OR USE, AUTHORIZED OR OTHERWISE, OF ANY DATA, EVEN IF CLIENT OR FLG HAVE BEEN ADVISED OF, KNEW, OR SHOULD HAVE KNOWN, OF NON-INFRINGEMENTTHE POSSIBILITY THEREOF. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, CALYXT FLG’S AGGREGATE CUMULATIVE LIABILITY HEREUNDER, WHETHER IN CONTRACT, TORT, NEGLIGENCE, MISREPRESENTATION, STRICT LIABILITY OR OTHERWISE, SHALL NOT EXCEED AN AMOUNT EQUAL TO THE LAST FOUR (4) MONTHS OF FEES PAYABLE BY CLIENT UNDER PARAGRAPH 2(A) OF THIS AGREEMENT. CLIENT ACKNOWLEDGES AND AGREES THAT ALL RIGHTS GRANTED TO CALYXT THE COMPENSATION PAID BY IT UNDER THIS AGREEMENT ARE SUBJECT REFLECTS THE ALLOCATION OF RISK SET FORTH IN ALL RESPECTS THIS AGREEMENT AND THAT FLG WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. THIS PARAGRAPH SHALL NOT APPLY TO ANY AND ALL LICENSES OR OTHER RIGHTS GRANTED BY CELLECTIS OR ANY OF ITS AFFILIATES TO ANY THIRD PARTIES EITHER PARTY WITH RESPECT TO ANY LICENSED CELLECTIS IP AS A BREACH OF OR PRIOR TO THE EFFECTIVE DATE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR OTHERWISE RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGESITS CONFIDENTIALITY OBLIGATIONS.

Disclaimers and Limitation of Liability. EXCEPT FOR USER ACCESSES THE REPRESENTATIONS OFFERINGS, WORKSHOPS, AND WARRANTIES IN SECTION 6.01, ALL LICENSES AND RIGHTS GRANTED HEREIN ARE MADE WEBSITE AT HIS/HER/ITS OWN RISK. THE SMART PASS SERVICE IS PROVIDED ON AN “AS IS, AS AVAILABLE” BASISBASIS WITHOUT WARRANTY OF ANY KIND (BEYOND THE WARRANTIES SET FORTH IN SECTION 10), EXPRESSED, IMPLIED OR STATUTORY, AND THE PARTIES EACH HEREBY DISCLAIM ANY EXPRESS OR IMPLIED REPRESENTATIONS OR AND ALL WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION, THOSE REGARDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSEPURPOSE OR NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS ARE SPECIFICALLY DISCLAIMED. LEARNING POINT GROUP DOES NOT WARRANT ANY PARTICULAR RESULT FROM USE OF CONTENT OBTAINED FROM THE OFFERINGS, WORKSHOPS, OR WEBSITE. LEARNING POINT GROUP DOES NOT WARRANT THAT THE INFORMATION IN THE OFFERINGS, WORKSHOPS, OR WEBSITE IS ACCURATE, COMPLETE OR COMPLIES WITH ANY PARTICULAR LAW OR REGULATION, OR THAT THE OPERATION OF NON-INFRINGEMENT. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT AND YOUR ACCESS TO THE CONTRARYWEBSITE WILL BE UNINTERRUPTED, CALYXT ACKNOWLEDGES ERROR-FREE, VIRUS-FREE OR COMPLETELY SECURE. UNDER NO CIRCUMSTANCES AND AGREES THAT ALL RIGHTS GRANTED TO CALYXT UNDER THIS AGREEMENT ARE SUBJECT IN ALL RESPECTS TO ANY AND ALL LICENSES NO LEGAL THEORY (TORT, CONTRACT OR OTHER RIGHTS GRANTED BY CELLECTIS OTHERWISE) SHALL LEARNING POINT GROUP OR ANY OF ITS AFFILIATES TO ANY AFFILIATES, AGENTS, EMPLOYEES, SHAREHOLDERS, DIRECTORS, OFFICERS, THIRD PARTIES WITH RESPECT TO ANY LICENSED CELLECTIS IP AS OF PARTY CONTENT PROVIDERS, SUCCESSORS OR PRIOR TO THE EFFECTIVE DATE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL ASSIGNS BE LIABLE UNDER TO YOU OR ANY LEGAL OTHER PERSON OR EQUITABLE THEORY ENTITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT CHARACTER, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR OTHERWISE RELATED MALFUNCTION, LOSS OF DATA, LOSS OF PRODUCTIVITY OR CONTRACT, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES. YOUR USE OF THE WORKSHOPS, MATERIALS, AND WEBSITE IS AT YOUR SOLE RISK AND ANY CONTENT THAT YOU OBTAIN OR DOWNLOAD IS DONE SO AT YOUR OWN DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGES TO THIS AGREEMENTYOU OR YOUR COMPUTER SYSTEM IN EXCESS OF THE AMOUNT LEARNING POINT GROUP RECEIVED FROM THE YOU AND/OR THE PASS HOLDER TO PURCHASE THE SMART PASS. IN NO EVENT WILL LEARNING POINT GROUP BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE AMOUNT LEARNING POINT GROUP RECEIVED FROM THE PASS HOLDER FOR THE SMART PASS, EVEN IF SUCH PARTY HAS LEARNING POINT GROUP SHALL HAVE BEEN ADVISED INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. IN NO EVENT WILL WARRANTIES PROVIDED BY LAW, IF ANY, APPLY UNLESS THEY ARE REQUIRED TO APPLY BY STATUTE NOTWITHSTANDING THEIR EXCLUSION BY CONTRACT. THIS DISCLAIMER IS APPLICABLE TO ANY DAMAGE OR INJURY RESULTING FROM THE NEGLIGENCE OR AN OMISSION OF LEARNING POINT GROUP, COMPUTER VIRUS OR OTHER SIMILAR ITEM, TELECOMMUNICATIONS ERRORS, OR UNAUTHORIZED ACCESS TO OR USE OF USER INFORMATION THROUGH THEFT OR ANY OTHER MEANS. LEARNING POINT GROUP IS NOT LIABLE FOR CRIMINAL, TORTIOUS, OR NEGLIGENT ACTIONS OR OMISSIONS OF THIRD PARTIES THAT ADVERSELY AFFECT THE USERS OR PASSHOLDERS OF SMART PASS SERVICES, OFFERINGS, WORKSHOPS, WESBITE, OR MATERIALS. NO DEALER, AGENT, OR EMPLOYEE OF LEARNING POINT GROUP IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSION, OR ADDITIONS TO THESE LIMITED WARRANTIES OR DISCLAIMERS. LEARNING POINT GROUP DISCLAIMS ALL WARRANTIES, AND SHALL HAVE NO LIABILITY FOR DAMAGES IN EXCESS OF THE AMOUNT LEARNING POINT GROUP RECEIVED FROM THE PASS HOLDER, ARISING FROM OR RELATED TO ANY SUPPORT SERVICES FOR YOUR USE OF THE SITE. THE LAWS OF YOUR JURISDICTION MAY PROHIBIT OR MODIFY THE FOREGOING DISCLAIMERS AND LIMITATIONS ON DAMAGES, AND SUCH DISCLAIMERS OR LIMITATIONS ON DAMAGES MAY NOT APPLY TO YOU.

Disclaimers and Limitation of Liability. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES IN SECTION 6.01, ALL LICENSES AND RIGHTS GRANTED HEREIN PRODUCTS ARE MADE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE WARRANTIES, IF ANY, SET FORTH HEREIN AND IN THE PRODUCT ATTACHMENTS ARE LIMITED TO THEIR EXPRESS TERMS AND ARE IN LIEU OF, AND RA OUTDOORS, ITS LICENSORS, AND SUPPLIERS EXPRESSLY DISCLAIM TO THE PARTIES EACH HEREBY DISCLAIM ANY MAXIMUM EXTENT PERMITTED BY LAW, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING ANY (a) WARRANTY THAT THE PRODUCTS ARE ERROR-FREE OR “BUG”-FREE, ACCURATE, SECURE, OR RELIABLE; (b) WARRANTY THAT THE PRODUCTS WILL OPERATE WITHOUT INTERRUPTION; (c) WARRANTY THAT ALL ERRORS WILL BE CORRECTED OR THAT THE PRODUCTS WILL COMPLY WITH ANY LAW, RULE, OR REGULATION; (d) IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION, THOSE REGARDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR OF NON-INFRINGEMENT; (e) IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE; AND (f) WARRANTY THAT THE PRODUCTS WILL MEET CLIENT’S REQUIREMENTS. NOTWITHSTANDING ANYTHING RA OUTDOORS WILL NOT BE LIABLE FOR INDIRECT DAMAGES OR LOSSES (IN THIS AGREEMENT TO THE CONTRARYCONTRACT, CALYXT ACKNOWLEDGES AND AGREES THAT ALL RIGHTS GRANTED TO CALYXT UNDER THIS AGREEMENT ARE SUBJECT IN ALL RESPECTS TO ANY AND ALL LICENSES STATUTE, TORT, OR OTHER RIGHTS GRANTED BY CELLECTIS OTHERWISE), INCLUDING DAMAGES FOR LOST PROFITS, LOST SAVINGS, COST OF REPLACEMENT SERVICES, LOST DATA, LOSS OF USE OF INFORMATION OR SERVICES, OR ANY OF ITS AFFILIATES TO ANY THIRD PARTIES WITH RESPECT TO ANY LICENSED CELLECTIS IP AS OF OR PRIOR TO THE EFFECTIVE DATE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF SPECIAL DAMAGES, WHETHER OR OTHERWISE RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY NOT RA OUTDOORS HAS PREVIOUSLY BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. RA OUTDOORS’ TOTAL AGGREGATE LIABILITY FOR ALL MATTERS ARISING FROM OR RELATED TO THIS AGREEMENT IS LIMITED TO THE AMOUNT OF FEES ACTUALLY PAID BY CLIENT AS CONSIDERATION FOR THE SPECIFIC PRODUCT UNDER THE APPLICABLE SCHEDULE GIVING RISE TO SUCH CLAIMS DURING THE 12 MONTH PERIOD PRECEDING THE DATE ON WHICH THE FIRST CAUSE OF ACTION AROSE. FOR THE PURPOSES OF THIS SECTION 4 AND ANY INDEMNIFICATION PROTECTING RA OUTDOORS UNDER THIS AGREEMENT, REFERENCE TO RA OUTDOORS WILL ALSO INCLUDE ITS SUPPLIERS AND LICENSORS.

Disclaimers and Limitation of Liability. EXCEPT FOR 0x4447 AND ITS AGENTS AND AFFILIATES MAKE NO REPRESENTATIONS REGARDING THE REPRESENTATIONS RELIABILITY, ACCURACY, OR TIMELINESS OF THE INFORMATION, PRODUCTS, OR SERVICES CONTAINED ON ITS WEBSITES OR RELATED TO ANY OF THE CONTENT. ALL INFORMATION, PRODUCTS, CONTENT, AND WARRANTIES IN SECTION 6.01, ALL LICENSES AND RIGHTS GRANTED HEREIN SERVICES ARE MADE ON AN PROVIDED “AS IS” BASIS, AND THE PARTIES EACH HEREBY DISCLAIM ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES “WHERE IS” WITHOUT WARRANTY OF ANY KIND. 0x4447 AND ITS AGENTS AND AFFILIATES HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE INFORMATION, PRODUCTS, CONTENT, AND SERVICES, INCLUDING WITHOUT LIMITATION, THOSE REGARDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OF AND NON-INFRINGEMENT. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT WHILE SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, LIKE THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE CONTRARYEXTENT PERMITTED BY LAW, CALYXT ACKNOWLEDGES AND AGREES THAT 0x4447 EXCLUDES ALL RIGHTS GRANTED TO CALYXT UNDER THIS AGREEMENT ARE SUBJECT WARRANTIES. IN ALL RESPECTS TO NO EVENT SHALL 0x4447 OR ITS AGENTS OR AFFILIATES BE LIABLE FOR ANY AND ALL LICENSES OR OTHER RIGHTS GRANTED BY CELLECTIS DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR ANY OTHER DAMAGES WHATSOEVER. 0x4447 AND ITS AGENTS AND AFFILIATES SHALL NOT BE LIABLE FOR ANY DAMAGES FOR LOSS OF ITS AFFILIATES TO DATA, LOSS OF PROFITS, OR LOSS OF USE IN ANY THIRD PARTIES WITH RESPECT TO ANY LICENSED CELLECTIS IP AS OF OR PRIOR WAY CONNECTED TO THE EFFECTIVE DATECONTENT. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY THE TOTAL LIABILITY OF 0x4447 IS LIMITED TO PAYMENTS BY YOU TO 0x4447. 0x4447 IS NOT RESPONSIBLE FOR ANY INDIRECTLINKS TO AND FROM ANY OF ITS CONTENT. ALL RESPONSIBILITY AND LIABILITY, SPECIALIF ANY, INCIDENTAL, FOR ANY LINKED THIRD- PARTY APPS OR CONSEQUENTIAL DAMAGES WEBSITES LIES SOLELY WITH THE OPERATORS OF ANY KIND ARISING OUT OF SAID LINKED APPS OR OTHERWISE RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGESWEBSITES. This Section 6 shall survive any termination of these Terms.

Disclaimers and Limitation of Liability. EXCEPT ALL SERVICES TO BE PROVIDED BY FLG AND FLG MEMBER (FOR THE REPRESENTATIONS AND WARRANTIES IN SECTION 6.01PURPOSES OF THIS PARAGRAPH 6, ALL LICENSES AND RIGHTS GRANTED HEREIN COLLECTIVELY “FLG”) HEREUNDER ARE MADE ON AN PROVIDED “AS IS” BASISWITHOUT ANY WARRANTY WHATSOEVER. CLIENT RECOGNIZES THAT THE “AS IS” CLAUSE OF THIS AGREEMENT IS AN IMPORTANT PART OF THE BASIS OF THIS AGREEMENT, AND WITHOUT WHICH FLG WOULD NOT HAVE AGREED TO ENTER INTO THIS AGREEMENT. FLG EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, TERMS OR CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE PARTIES EACH HEREBY DISCLAIM ANY EXPRESS OR IMPLIED REPRESENTATIONS OR PROFESSIONAL SERVICES, INCLUDING ANY, WARRANTIES OF ANY KINDMERCHANTABILITY, INCLUDING WITHOUT LIMITATION, THOSE REGARDING MERCHANTABILITYTITLE, FITNESS FOR A PARTICULAR PURPOSEPURPOSE AND INFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, REGARDING THE SERVICES PROVIDED HEREUNDER SHALL BE DEEMED A WARRANTY FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF FLG WHATSOEVER. IN NO EVENT SHALL FLG BE LIABLE FOR ANY INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO: LOST PROFITS; REVENUE OR SAVINGS; OR THE LOSS OF USE OF ANY DATA, EVEN IF CLIENT OR FLG HAVE BEEN ADVISED OF, KNEW, OR SHOULD HAVE KNOWN, OF NON-INFRINGEMENTTHE POSSIBILITY THEREOF. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, CALYXT FLG’S AGGREGATE CUMULATIVE LIABILITY HEREUNDER, WHETHER IN CONTRACT, TORT, NEGLIGENCE, MISREPRESENTATION, STRICT LIABILITY OR OTHERWISE, SHALL NOT EXCEED AN AMOUNT EQUAL TO TWO (2) MONTHS OF FEES PAYABLE BY CLIENT UNDER PARAGRAPH 2(A) OF THIS AGREEMENT. CLIENT ACKNOWLEDGES AND AGREES THAT ALL RIGHTS GRANTED TO CALYXT THE COMPENSATION PAID BY IT UNDER THIS AGREEMENT ARE SUBJECT REFLECTS THE ALLOCATION OF RISK SET FORTH IN ALL RESPECTS TO ANY THIS AGREEMENT AND ALL LICENSES OR OTHER RIGHTS GRANTED BY CELLECTIS OR ANY OF THAT FLG WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS AFFILIATES TO ANY THIRD PARTIES WITH RESPECT TO ANY LICENSED CELLECTIS IP AS OF OR PRIOR TO THE EFFECTIVE DATE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR OTHERWISE RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGESLIABILITY.

Disclaimers and Limitation of Liability. EXCEPT FOR If the Company elects to replace Product, the Company shall attempt to replace the Product with Product of the same color and design, but does not guarantee that such replacement Product will be available, and accordingly, there may be variations in appearance of the roof tiles by reason of the use of a different color and design, as well as by reason of progressive fading of the remaining Product. The Product shall be deemed conclusively to have been exposed to winds in excess of 120 mph (193 kph) if the National Weather Service or any other reputable weather service has reported winds in excess of 120 mph (193 kph) in the county, region parish or area in which any Product has been installed, or in the neighboring county, region, parish or area. The Limited Warranty term on repaired or replacement Product will be the remaining term of the original Product, which commenced on the date of installation of the original Product, except where required by law. THE REPRESENTATIONS REMEDIES SET OUT IN THIS LIMITED WARRANTY ARE THE OWNER’S SOLE AND WARRANTIES IN SECTION 6.01, ALL LICENSES AND RIGHTS GRANTED HEREIN ARE MADE ON AN “AS IS” BASISEXCLUSIVE REMEDIES, AND THE PARTIES EACH HEREBY DISCLAIM ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES COMPANY’S OBLIGATIONS CONTAINED IN THIS LIMITED WARRANTY ARE EXPRESSLY IN LIEU OF ANY KINDOTHER OBLIGATIONS, GUARANTEES, WARRANTIES, AND CONDITIONS EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION, THOSE REGARDING MERCHANTABILITY, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND OF ANY OTHER OBLIGATIONS OR LIABILITY ON THE PART OF NON-INFRINGEMENTTHE COMPANY. NOTWITHSTANDING ANYTHING THE COMPANY SHALL IN THIS AGREEMENT TO THE CONTRARY, CALYXT ACKNOWLEDGES AND AGREES THAT ALL RIGHTS GRANTED TO CALYXT UNDER THIS AGREEMENT ARE SUBJECT IN ALL RESPECTS NO EVENT HAVE ANY LIABILITY FOR INJURY OR DAMAGE TO ANY AND ALL LICENSES PROPERTY OR OTHER RIGHTS GRANTED BY CELLECTIS PERSON, LOSS OF BUSINESS OR ANY OF ITS AFFILIATES TO ANY THIRD PARTIES WITH RESPECT TO ANY LICENSED CELLECTIS IP AS OF PROFITS, DIRECT OR PRIOR TO THE EFFECTIVE DATE. TO THE EXTENT PERMITTED BY APPLICABLE LAWINDIRECT ECONOMIC DAMAGES, NEITHER PARTY SHALL BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, SPECIALCONSEQUENTIAL, INCIDENTAL, ECONOMIC, INDIRECT, SPECIAL OR CONSEQUENTIAL PUNITIVE DAMAGES OR LOSSES OF ANY KIND WHATSOEVER, WHETHER TO THE OWNER OR THIRD PARTIES. THE FOREGOING LIMITATIONS WILL NOT APPLY IN ANY JURISDICTION WHICH DOES NOT ALLOW FOR SUCH LIMITATIONS AS A MATTER OF LAW. MANDATORY BINDING ARBITRATION: BY PURCHASING THE PRODUCT, YOU HAVE AGREED THAT EVERY CLAIM, CONTROVERSY OR DISPUTE (EACH AN “ACTION”) BETWEEN YOU AND THE COMPANY ARISING OUT OF OR OTHERWISE RELATED RELATING TO THIS AGREEMENTLIMITED WARRANTY OR THE BREACH THEREOF OR RELATING TO THE PRODUCT SHALL BE SETTLED BY FINAL AND BINDING ARBITRATION. YOU AND THE COMPANY AGREE THAT ANY ACTION WILL BE ARBITRATED ON AN INDIVIDUAL BASIS AND THAT NO CLAIM(S) WILL BE CONSOLIDATED OR AGGREGATED WITH THE CLAIM(S) OF ANY OTHER PERSON BY CLASS ACTION, EVEN IF SUCH PARTY HAS BEEN ADVISED CLASS ARBITRATION, IN A REPRESENTATIVE CAPACITY OR OTHERWISE. TO ARBITRATE AN ACTION AGAINST THE COMPANY, YOU MUST INITIATE THE ARBITRATION, FOR U.S. CLAIMS, IN ACCORDANCE WITH THE FEDERAL ARBITRATION ACT, TO BE CONDUCTED BY A SINGLE ARBITRATOR IN ACCORDANCE WITH THE RULES OF THE POSSIBILITY AMERICAN ARBITRATION ASSOCIATION, AND FOR CANADIAN CLAIMS, IN ACCORDANCE WITH THE ARBITRATION ACT, R.S.A. 2000, c.A-43, ALBERTA, AS MAY BE AMENDED, AND YOU MUST COMMENCE THE ARBITRATION AND PROVIDE WRITTEN NOTICE TO THE COMPANY BY CERTIFIED MAIL AT THE ADDRESS NOTED BELOW WITHIN THE TIME PERIOD SET OUT BELOW. IF YOU PREVAIL ON YOUR CLAIMS IN THE ARBITRATION, THE COMPANY WILL REIMBURSE YOU FOR ANY FILING AND ADMINISTRATIVE FEES PAID BY YOU TO THE ARBITRATION ORGANIZATION. YOU AND THE COMPANY AGREE THAT THE ARBITRATION, ALL PROCEEDINGS THEREUNDER AND THE RULING OR AWARD OF THE ARBITRATOR SHALL BE AND REMAIN CONFIDENTIAL AND SHALL NOT BE DISCLOSED TO ANY THIRD PARTIES. You and the Company acknowledge and agree that a breach of confidentiality by a party may cause irreparable harm to the other party. The party who breaches this confidentiality provision agrees that money damages would not be a sufficient remedy, and that in addition to all other remedies, the non-breaching party shall be entitled to injunctive or other equitable relief as a remedy for any such breach, and the breaching party further agrees to waive any requirement for the securing or posting of any bond in connection with such remedy. In the event of litigation or arbitration relating to this confidentiality provision, if an arbitrator or a court of competent jurisdiction determines that any party has breached this confidentiality provision, such breaching party shall be liable for and shall pay to the other party the reasonable legal fees and other costs incurred by the Disclosing Party in connection with such arbitration or litigation, including any appeal therefrom. Some jurisdictions do not allow mandatory arbitration, so the above arbitration provision may not apply to you in those jurisdictions. An Action may also be referred to another arbitration organization if you and the Company agree in writing. The Company will not elect arbitration for any Action you file in court in which you agree not to seek to recover more than $25,000, including attorney’s fees and costs, so long as the claim is individual and pending only in that court. You may also reject this arbitration provision by notifying the Company in writing within 45 days of the installation of the Product or the valid transfer of this Limited Warranty to you. If any portion of this arbitration provision is not enforced in the arbitration, then either you or the Company can file a lawsuit in court to adjudicate the arbitrability of the Action and the enforceability of the portion of the arbitration provision at issue. ONE YEAR LIMITATION: ACTION FOR BREACH OF THIS LIMITED WARRANTY OR ANY OTHER ACTION AGAINST THE COMPANY ARISING OUT OF OR RELATING TO THE PRODUCT SHALL NOT BE BROUGHT LATER THAN ONE YEAR AFTER ANY CAUSE OF ACTION HAS ACCRUED. IN JURISDICTIONS WHERE STATUTORY CLAIMS OR IMPLIED WARRANTIES AND CONDITIONS CANNOT BE EXCLUDED, ALL SUCH DAMAGES.STATUTORY CLAIMS, IMPLIED WARRANTIES AND CONDITIONS AND ALL RIGHTS TO BRING ACTIONS FOR BREACH THEREOF EXPIRE ONE YEAR (OR SUCH LONGER PERIOD OF TIME IF MANDATED BY APPLICABLE LAWS) AFTER THE DATE OF PURCHASE. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY OR CONDITION LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. If any provision of this Limited Warranty if determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall continue in full force and effect. This Limited Warranty applies to Product purchased on or after March 1, 2019 and supersedes any previously published warranties. The Company may from time to time amend the terms of this Limited Warranty, and the terms and conditions of the Limited Warranty in effect at the time of your purchase of the Product shall govern your Product. Please consult the Company’s website at xxx.xxxxxxxx.xxx for current Limited Warranty information on the Product. Varitile Inc.

Disclaimers and Limitation of Liability. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES IN SECTION 6.01AS EXPRESSLY SET FORTH HEREIN, ALL LICENSES SERVICES TO BE PROVIDED BY FLG AND RIGHTS GRANTED HEREIN FLG MEMBER (FOR PURPOSES OF THIS PARAGRAPH 6, COLLECTIVELY “FLG”) HEREUNDER ARE MADE ON AN PROVIDED “AS IS” BASISWITHOUT ANY WARRANTY WHATSOEVER. CLIENT RECOGNIZES THAT THE “AS IS” CLAUSE OF THIS AGREEMENT IS AN IMPORTANT PART OF THE BASIS OF THIS AGREEMENT, AND WITHOUT WHICH FLG WOULD NOT HAVE AGREED TO ENTER INTO THIS AGREEMENT. FLG EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, TERMS OR CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE PARTIES EACH HEREBY DISCLAIM ANY EXPRESS OR IMPLIED REPRESENTATIONS OR PROFESSIONAL SERVICES, INCLUDING ANY, WARRANTIES OF ANY KINDMERCHANTABILITY, INCLUDING WITHOUT LIMITATION, THOSE REGARDING MERCHANTABILITYTITLE, FITNESS FOR A PARTICULAR PURPOSEPURPOSE AND INFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, REGARDING THE SERVICES PROVIDED HEREUNDER SHALL BE DEEMED A WARRANTY FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF FLG WHATSOEVER. IN NO EVENT SHALL FLG BE LIABLE FOR ANY INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO: LOST PROFITS; REVENUE OR SAVINGS; WAIVER BY CLIENT, WHETHER INADVERTENT OR INTENTIONAL, OF CLIENT’S ATTORNEY-CLIENT PRIVILEGE THROUGH CLIENT’S DISCLOSURE OF LEGALLY PRIVILEGED INFORMATION TO FLG; OR THE LOSS, THEFT, TRANSMISSION OR USE, AUTHORIZED OR OTHERWISE, OF ANY DATA, EVEN IF CLIENT OR FLG HAVE BEEN ADVISED OF, KNEW, OR SHOULD HAVE KNOWN, OF NON-INFRINGEMENTTHE POSSIBILITY THEREOF. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, CALYXT FLG’S AGGREGATE CUMULATIVE LIABILITY HEREUNDER, WHETHER IN CONTRACT, TORT, NEGLIGENCE, MISREPRESENTATION, STRICT LIABILITY OR OTHERWISE, SHALL NOT EXCEED AN AMOUNT EQUAL TO TWO (2) MONTHS OF FEES PAYABLE BY CLIENT UNDER PARAGRAPH 2(A) OF THIS AGREEMENT. CLIENT ACKNOWLEDGES AND AGREES THAT ALL RIGHTS GRANTED TO CALYXT THE COMPENSATION PAID BY IT UNDER THIS AGREEMENT ARE SUBJECT REFLECTS THE ALLOCATION OF RISK SET FORTH IN ALL RESPECTS THIS AGREEMENT AND THAT FLG WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. THIS PARAGRAPH SHALL NOT APPLY TO ANY AND ALL LICENSES OR OTHER RIGHTS GRANTED BY CELLECTIS OR ANY OF ITS AFFILIATES TO ANY THIRD PARTIES EITHER PARTY WITH RESPECT TO ANY LICENSED CELLECTIS IP AS A BREACH OF OR PRIOR TO THE EFFECTIVE DATE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR OTHERWISE RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGESITS CONFIDENTIALITY OBLIGATIONS.

Disclaimers and Limitation of Liability. EXCEPT FOR 12.1 DISCLAIMERS THE REPRESENTATIONS SPIRIT SOFTWARE AND WARRANTIES IN SECTION 6.01, ALL LICENSES AND RIGHTS GRANTED HEREIN SERVICES ARE MADE PROVIDED BY SPIRIT TO CUSTOMER ON AN “AS IS” BASIS, AND THE PARTIES EACH HEREBY DISCLAIM ANY EXPRESS OR IMPLIED . SPIRIT MAKES NO REPRESENTATIONS OR WARRANTIES WARRANTY OF ANY KIND, INCLUDING EITHER EXPRESS, IMPLIED, OR STATUTORY OR OTHERWISE REGARDING THE SPIRIT SOFTWARE OR SERVICES, INCLUDING, WITHOUT LIMITATION, THOSE REGARDING MERCHANTABILITYWARRANTIES THAT THE SPIRIT SOFTWARE OR SERVICES ARE FREE OF DEFECTS, UNINTERRUPTED, ERROR FREE, THAT THE SPIRIT SOFTWARE OR SERVICES WILL MEET CUSTOMER'S REQUIREMENTS OR THAT ANY CONTENT, INCLUDING BUT NOT LIMITED TO ANY DATA OR TICKET TRANSACTIONS OR SALES, WILL BE SECURE OF NOT OTHERWISE LOST OR DAMAGED. EXCEPT TO THE EXTENT PROHIBITED BY LAW, SPIRIT AND ITS SUBCONTRACTORS EXPRESSLY DISCLAIM AND CUSTOMER HEREBY EXPRESSLY WAIVES ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABLE, FITNESS FOR A PARTICULAR PURPOSE, PURPOSE OR OF NON-INFRINGEMENT. NOTWITHSTANDING ANYTHING IN THIS DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT TO AND NO USE OF THE CONTRARY, CALYXT ACKNOWLEDGES AND AGREES THAT ALL RIGHTS GRANTED TO CALYXT SPIRIT SOFTWARE OR SERVICES IS AUTHORIZED UNDER THIS AGREEMENT ARE SUBJECT IN ALL RESPECTS TO ANY AND ALL LICENSES OR OTHER RIGHTS GRANTED BY CELLECTIS OR ANY OF ITS AFFILIATES TO ANY THIRD PARTIES WITH RESPECT TO ANY LICENSED CELLECTIS IP AS OF OR PRIOR TO THE EFFECTIVE DATE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE EXCEPT UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR OTHERWISE RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGESDISCLAIMER.

Disclaimers and Limitation of Liability. 4.1 EXCEPT FOR AS OTHERWISE SET FORTH HEREIN AND TO THE REPRESENTATIONS EXTENT PERMITTED BY APPLICABLE LAW, CLIENT ACKNOWLEDGES AND WARRANTIES IN SECTION 6.01, ALL LICENSES AND RIGHTS GRANTED HEREIN AGREES THAT THE PRODUCTS ARE MADE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE WARRANTIES, IF ANY, SET FORTH HEREIN AND IN THE PRODUCT ATTACHMENTS ARE LIMITED TO THEIR EXPRESS TERMS AND ARE IN LIEU OF, AND ACTIVE, ITS LICENSORS, AND SUPPLIERS EXPRESSLY DISCLAIM TO THE PARTIES EACH HEREBY DISCLAIM ANY MAXIMUM EXTENT PERMITTED BY LAW, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING ANY (a) WARRANTY THAT THE PRODUCTS ARE ERROR-FREE OR “BUG”-FREE, ACCURATE, SECURE, OR RELIABLE; (b) WARRANTY THAT THE PRODUCTS WILL OPERATE WITHOUT INTERRUPTION; (c) WARRANTY THAT ALL ERRORS WILL BE CORRECTED OR THAT THE PRODUCTS WILL COMPLY WITH ANY LAW, RULE, OR REGULATION; (d) IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION, THOSE REGARDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR OF NON-INFRINGEMENT; (e) IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE; AND (f) WARRANTY THAT THE PRODUCTS WILL MEET CLIENT’S REQUIREMENTS. NOTWITHSTANDING ANYTHING ACTIVE WILL NOT BE LIABLE FOR INDIRECT DAMAGES OR LOSSES (IN THIS AGREEMENT TO THE CONTRARYCONTRACT, CALYXT ACKNOWLEDGES AND AGREES THAT ALL RIGHTS GRANTED TO CALYXT UNDER THIS AGREEMENT ARE SUBJECT IN ALL RESPECTS TO ANY AND ALL LICENSES STATUTE, TORT, OR OTHER RIGHTS GRANTED BY CELLECTIS OTHERWISE), INCLUDING DAMAGES FOR LOST PROFITS, LOST SAVINGS, COST OF REPLACEMENT PRODUCTS, LOST DATA, LOSS OF USE OF INFORMATION OR PRODUCTS, OR ANY INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES, WHETHER OR NOT ACTIVE HAS PREVIOUSLY BEEN ADVISED OF ITS AFFILIATES TO ANY THIRD PARTIES WITH RESPECT TO ANY LICENSED CELLECTIS IP AS THE POSSIBILITY OF SUCH DAMAGES. HOWEVER, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR PRIOR TO LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE EFFECTIVE DATEABOVE LIMITATION ONLY APPLIES WHERE ALLOWED. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE UNDER ANY LEGAL ACTIVE’S TOTAL AGGREGATE LIABILITY FOR ALL MATTERS ARISING FROM OR EQUITABLE THEORY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR OTHERWISE RELATED TO THIS AGREEMENT IS LIMITED TO (I)THE AMOUNT OF FEES ACTUALLY PAID BY CLIENT AS CONSIDERATION FOR THE SPECIFIC PRODUCT UNDER THE APPLICABLE SCHEDULE GIVING RISE TO SUCH CLAIMS DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE ON WHICH THE FIRST CAUSE OF ACTION AROSE LESS ANY AMOUNTS PAID BY ACTIVE WITH RESPECTIVE TO LIABILITIES UNDER THIS AGREEMENT, EVEN OR (II) IF NO SUCH PARTY HAS PAYMENTS HAVE BEEN ADVISED MADE OR SUCH AMOUNTS CANNOT BE CALCULATED, 10,000 U.S. DOLLARS (OR THE EQUIVALENT THERETO AS DETERMINED BY THE APPLICABLE COUNTRY’S CURRENCY), AS APPLICABLE. NOTWITHSTANDING THE ABOVE, IF CLIENT RESIDES OUTSIDE OF THE POSSIBILITY OF SUCH DAMAGESU.S., THIS DOES NOT AFFECT ACTIVE’S LIABILITY FOR DEATH OR PERSONAL INJURY ARISING FROM ITS NEGLIGENCE, NOR FOR FRAUDULENT MISREPRESENTATION, MISREPRESENTATION AS TO A FUNDAMENTAL MATTER, OR ANY OTHER LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Disclaimers and Limitation of Liability. 3.1 EXCEPT FOR AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE REPRESENTATIONS AND WARRANTIES IN SECTION 6.01, ALL PRODUCT LICENSES AND RIGHTS GRANTED HEREIN THE MATERIALS AND INFORMATION CONTAINED IN THE PRODUCT LICENSES ARE MADE ON AN PROVIDED “AS IS” BASIS”. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, TBH BRANDS EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESSED OR IMPLIED, WITH RESPECT TO THIS AGREEMENT, THE PRODUCT LICENSES AND THE PARTIES EACH HEREBY DISCLAIM MATERIALS AND INFORMATION CONTAINED IN THE PRODUCT LICENSES, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES WARRANTY OF ANY KIND, INCLUDING WITHOUT LIMITATION, THOSE REGARDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND THOSE ARISING FROM COURSE OF DEALING OR USE OF NON-INFRINGEMENTTRADE. NOTWITHSTANDING ANYTHING NO WARRANTY IS MADE THAT THE PRODUCT LICENSES, THE MATERIALS AND INFORMATION CONTAINED IN THIS AGREEMENT THE PRODUCT LICENSES OR THE USE THEREOF WILL BE ERROR-­‐FREE OR UNINTERRUPTED, THAT ANY ERRORS OR DEFECTS IN THE PRODUCT LICENSES WILL BE CORRECTED OR THAT THE PRODUCT LICENSES’ FUNCTIONALITY WILL MEET SUBSCRIBER’S REQUIREMENTS. IN ADDITION, THE OPERATION OF THE PRODUCT LICENSES IS DEPENDENT UPON THE OPERATION OF THE INTERNET AND THE CONNECTIONS TO THE CONTRARY, CALYXT INTERNET. SUBSCRIBER ACKNOWLEDGES AND AGREES THAT ALL RIGHTS GRANTED TO CALYXT UNDER THIS AGREEMENT ARE SUBJECT TBH® BRANDS HAS NO CONTROL OVER INTERRUPTIONS IN ALL RESPECTS TO ANY AND ALL LICENSES SERVICE, DELAYS OR OTHER RIGHTS GRANTED BY CELLECTIS OR ANY OF ITS AFFILIATES TO ANY THIRD PARTIES FAILURES WITH RESPECT TO ANY LICENSED CELLECTIS IP AS THE OPERATION OF THE INTERNET OR PRIOR CONNECTIONS TO THE EFFECTIVE DATE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR OTHERWISE RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGESINTERNET.

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ARTUR IMAGES MAKES NO REPRESENTATIONS WITH RESPECT TO ANY CONTENT, INCLUDING PRODUCTS, SERVICES AND SOFTWARE AND, TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, GUARANTEES AND CONDITIONS OF ANY KIND, EXPRESS AND IMPLIED, REGARDING THE CONTENT (INCLUDING PRODUCTS, SERVICES AND SOFTWARE), INCLUDING WITHOUT LIMITATION, THOSE ALL REPRESENTATIONS, WARRANTIES, GUARANTEES OR CONDITIONS REGARDING ACCURACY, TIMELINESS, COMPLETENESS, CURRENTNESS, AVAILABILITY, EFFECTIVENESS, NON-INFRINGEMENT, SECURITY, PRIVACY, TITLE, USEFULNESS, SUITABILITY, QUALITY, MERCHANTABILITY OR FITNESS FOR ANY PAR- TICULAR PURPOSE. FURTHER, ARTUR IMAGES MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT THE CONTENT (INCLUDING PROD- UCTS, SERVICES AND SOFTWARE) WILL BE SATISFACTORY TO YOUR NEEDS, MEET YOUR EXPECTATIONS, OR BE UNINTERRUPTED, TIMELY, ACCURATE, SECURE OR FREE FROM ERRORS. EXCEPT FOR ANY LIABILITY WHICH CANNOT BY LAW BE EXCLUDED OR LIMITED, NEITHER ARTUR IMAGES NOR ANY ARTUR IMAGES SUBSIDIARY, SUC- CESSOR, PREDECESSOR, PARENT, JOINT VENTURE, AFFILIATE, OFFICER, DIRECTOR, EMPLOYEE, CONTRACTOR, CONTENT SOURCE, LICENSOR OR LICEN- SEE SHALL BE LIABLE TO YOU OR ANY OTHER THIRD PARTY CLAIMING THROUGH YOU FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, STATUTORY OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR RELATING TO, THIS AGREEMENT, CONTENT OR THIS SITE, AND YOUR RIGHTS UNDER ANY PROVISION OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, YOUR USE OR INABILITY TO USE THE CONTENT OR THIS SITE, WHETHER FRAMED AS A BREACH OF WARRANTY OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, IN TORT, CONTRACT, FAILURE OF ESSENTIAL PURPOSE, OR OF NON-INFRINGEMENTOTHERWISE. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT ARTUR IMAGES, ITS AFFILIATES, AGENTS, LICENSORS, SUPPLIERS, OR THEIR RESPECTIVE DIRECTORS OR EMPLOYEES, SHALL NOT BE LIABLE TO THE CONTRARY, CALYXT ACKNOWLEDGES AND AGREES THAT ALL RIGHTS GRANTED TO CALYXT UNDER THIS AGREEMENT ARE SUBJECT IN ALL RESPECTS TO ANY AND ALL LICENSES OR OTHER RIGHTS GRANTED BY CELLECTIS YOU OR ANY OF ITS AFFILIATES TO ANY THIRD PARTIES WITH RESPECT TO ANY LICENSED CELLECTIS IP AS OF PARTY FOR DAMAGE OR PRIOR TO THE EFFECTIVE DATE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES LOSS OF ANY KIND ARISING OUT OF OR OTHERWISE RELATED RELATING TO THIS AGREEMENTTHE USE OF, OR THE INABILITY TO USE, THE SITE OR ANY CONTENT (INCLUDING PRODUCTS, SERVICES AND SOFTWARE) PROVIDED THEREIN, OR ARISING OUT OF OR RELATING TO THE USE OF ANY SITE LINKED HERETO AND/OR EVENTS BEYOND THE REASONABLE CONTROL OF ARTUR IMAGES, INCLUDING VIRUSES, FAILED OR UNDELIVERED MESSAGES, THE CORRUPTION OF DATA, TRANSMISSION ERRORS, INTERNET SERVICE PROVIDERS, LINKS TO AND THIRD PARTY SITES AND THIRD PARTY CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY LOST PROFITS, LOST OPPORTUNITIES, SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, AGGRAVATED, ECONOMIC OR CONSEQUENTIAL DAMAGE, EVEN IF SUCH PARTY HAS BEEN ARTUR IMAGES IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.DAMAGE OR LOSS OR OF A CLAIM BY ANOTHER PARTY. ALTHOUGH ARTUR IMAGES TAKES PRECAUTIONS TO PROTECT PERSONAL AND CONFIDENTIAL INFORMATION, THERE IS NO GUARANTEE, AND ARTUR IMAGES MAKES NO REPRESENTATION OR WARRANTY, THAT PERSONAL AND CONFIDENTIAL INFORMATION TRANSMITTED TO OR FROM OR STORED ON THE SITE, OR TRANSMITTED OVER THE INTERNET GENERALLY, WILL BE MAINTAINED CONFIDENTIAL AND SECURE. ARTUR IMAGES ASSUMES NO LIABILITY OR RESPONSIBILITY PERTAINING TO THE RECEIPT, STORAGE, TRANSMISSION OR OTHER USE OF PERSONAL OR CONFIDENTIAL INFORMA- TION PROVIDED BY YOU TO ARTUR IMAGES, UNLESS OTHERWISE PROVIDED IN A WRITTEN AGREEMENT BETWEEN YOU AND ARTUR IMAGES. ARTUR IMAGES, ITS AFFILIATES, AGENTS, LICENSORS, SUPPLIERS, AND THEIR RESPECTIVE DIRECTORS AND EMPLOYEES CUMULATIVE TOTAL LIABIL- ITY FOR ANY DAMAGE OR LOSS THAT YOU MAY SUFFER FROM ANY CAUSE WHATSOEVER (INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT, TORT, NEGLIGENCE, GROSS NEGLIGENCE, OR OTHERWISE) SHALL BE LIMITED TO THE AMOUNT, IF ANY, PAID BY YOU TO ARTUR IMAGES IMMEDIATELY PRECEDING THE TIME THAT THE DAMAGES OR LOSS FIRST OCCURRED. YOU ACKNOWLEDGE THAT ARTUR IMAGES’ PRICING REFLECTS THIS ALLOCA- TION OF RISK AND THE LIMITATION OF LIABILITY SPECIFIED IN THIS AGREEMENT. IN NO EVENT WILL ARTUR IMAGES’ TOTAL MAXIMUM AGGREGATE LIABILITY FOR ANY CLAIMS ARISING FROM USE OF THE SITE EXCEED € 500,-. kird Party Links As a convenience, our Site may link to other sites that may be of interest to you but are not under ARTUR IMAGES’ control. kese links do not imply endorsement by ARTUR IMAGES and we are not responsible for the availability of or the content contained in any linked site. 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Disclaimers and Limitation of Liability. EXCEPT FOR YOU UNDERSTAND AND AGREE THAT THE REPRESENTATIONS PLATFORM, ITS COMPONENTS, INTERFACES, ANY RELATED EQUIPMENT, ANY DOCUMENTATION, DATA AND WARRANTIES IN SECTION 6.01, ALL LICENSES OTHER MATERIALS AND RIGHTS GRANTED HEREIN THE EXISTING TECHNOLOGY ARE MADE ON AN PROVIDED “AS IS” BASIS”. THE STONEX PARTIESAND ANY THIRD-PARTY PROVIDERS SPECIFICALLY DISCLAIM,WITHOUT LIMITATION, AND THE PARTIES EACH HEREBY DISCLAIM ANY EXPRESS OR IMPLIED REPRESENTATIONS OR ALL WARRANTIES OF ANY KINDKIND TO YOU, INCLUDING WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THOSE REGARDING MERCHANTABILITY, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR OF NON-INFRINGEMENT. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, CALYXT ACKNOWLEDGES AND AGREES THAT ALL RIGHTS GRANTED TO CALYXT UNDER THIS AGREEMENT ARE SUBJECT IN ALL RESPECTS TO ANY AND ALL LICENSES OR OTHER RIGHTS GRANTED BY CELLECTIS OR ANY OF ITS AFFILIATES TO ANY THIRD PARTIES WITH RESPECT TO ANY LICENSED CELLECTIS IP AS OF OR PRIOR TO THE EFFECTIVE DATE. INFRINGEMENT(EXCEPT TO THE EXTENT PERMITTED EXPRESSLY SET FORTH IN SECTION 16 “INDEMNIFICATION” HEREOF) OR THOSE WARRANTIES ARISING FROM A COURSE OF PERFORMANCE, A COURSE OF DEALING OR TRADE USAGE. THE STONEX PARTIES AND ANY THIRD-PARTY PROVIDERS MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION ON THE PLATFORM OR AS TO THE RESULTS TO BE ATTAINED BY APPLICABLE LAWYOU FROM ACCESS TO OR USE OF THE PLATFORM.THE STONEX PARTIES AND ANYTHIRD PARTY PROVIDERS SHALL HAVE NOLIABILITY WHATSOEVER FOR ANY CLAIMS RELATING TO ANY SOFTWARE ,ANY TECHNOLOGY, NEITHER PARTY ANY EQUIPMENT, THE PLATFORM, THE EXISTING TECHNOLOGY, DATA OR ANY OTHER INFORMATION, MATERIALS, OR THAT THE PLATFORM MEETS YOUR REQUIREMENTS OR SHALL BE LIABLE UNDER UNINTERRUPTED, TIMELY, SECURE, COMPLETE, ACCURATE OR FREE FROM ERRORS OR DEFECTS. THE STONEX PARTIES MAKE NO WARRANTIES AS TO THE LIFE OF ANY LEGAL URL GENERATED OR EQUITABLE THEORY PUBLISHED. YOU ACKNOWLEDGE THAT CERTAIN SOFTWARE AND EQUIPMENT USED BY YOU MAY NOT BE CAPABLE OF SUPPORTING CERTAIN FEATURES OF THE PLATFORM. YOU HEREBY ACKNOWLEDGE THAT YOU HAVE NOT RELIED UPON ANY REPRESENTATIONS OR WARRANTIES MADE BY THE STONEX PARTIES AND ANY THIRD-PARTY PROVIDERS EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT. NONE OF THE STONEX PARTIES OR ANY THIRD-PARTY PROVIDERS RECOMMENDS, ENDORSES, ADVOCATES OR SPONSORS ANY OF THE TRANSACTIONS APPEARING ON OR MADE THROUGH THE PLATFORM. YOU ACKNOWLEDGE THE SUBSTANTIAL RISKS ASSOCIATED WITH TRADING TRANSACTIONS. UNLESS OTHERWISE NOTIFIED TO YOU, ANY PRICE INFORMATION, QUOTES, FORECASTS, RETURN ESTIMATES OR INDICATIONS OF PAST PERFORMANCE ARE FOR INFORMATION PURPOSES ONLY AND DO NOT GUARANTEE FUTURE PERFORMANCE AND DO NOT CONSTITUTE AN OFFER TO BUY OR SELL OR ANY SOLICITATION OF AN OFFER TO BUY OR SELL ANY CURRENCIES, CURRENCY PAIRS, METALS, METALS PAIR, COMMODITY, SWAP OR OTHER PROPERTY (OR OPTION RESPECTING ANY OF THE FORGOING), NOR TO ENTER INTO ANY TRANSACTION. THE PLATFORM SHALL NOT SERVE AS THE PRIMARY BASIS FOR ANY OF YOUR INVESTMENT DECISIONS AND NONE OF THE STONEX PARTIES SHALL BE OR BE DEEMED TO BE YOUR FINANCIAL ADVISOR OR FIDUCIARY. YOU HEREBY ACKNOWLEDGE THAT ANY RELIANCE UPON ANY CONTENT OF THE PLATFORM SHALL BE AT YOUR SOLE AND EXCLUSIVE RISK. THE PARTIES HERETO ACKNOWLEDGE THAT THE LIMITATIONS SET FORTH IN THIS SECTION ARE INTEGRAL TO THE AMOUNT OF FEES LEVIED BY THE PLATFORM OR IN RELATION TO ITS USE, AND THAT, WERE THE STONEX PARTIES TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS EXPRESSLY SET FOR TH HEREIN, SUCH FEES WOULD OF NECESSITY BE SET SUBSTANTIALLY HIGHER. YOU UNDERSTAND AND AGREE THAT THE STONEX PARTIES SHALL HAVE NO LIABILITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOST DATA, LOSS OF USE OF THE PLATFORM, BUSINESS INTERRUPTION, LOSS OF BUSINESS REPUTATION OR GOODWILL, COSTS OF SUBSTITUTE SERVICES, OR DOWNTIME COSTS) SUFFERED BY YOU, YOUR AFFILIATES AND ANY KIND ARISING OUT OF OR OTHERWISE RELATED TO THIS AGREEMENTOTHER PERSON, EVEN IF SUCH PARTY ONE OR MORE STONEXPARTY HAS OR HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGESDAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, EXCEPT TO THE EXTENT SET FORTH IN SECTION 16(b) HEREOF, THE AGGREGATE LIABILITY OF THE STONEX PARTIES FOR DAMAGES FOR ANY CAUSE WHATSOEVER RELATING TO OR ARISING OUT OF THIS AGREEMENT OR THE PLATFORM, AND REGARDLESS OF THE FORM OF ACTION, SHALL BE LIMITED TO $25,000. THE STONEX PARTIES SHALL HAVE NO LIABILITY TO YOU IN CONNECTION WITH THE FAILURE B Y ANY OTHER PERSON TO PERFORM ANY TRANSACTION EXECUTED VIA THE PLATFORM OR THE FAILURE OF ANY OTHER PERSON TO COMPLY WITH THE TRADING POLICIES AND PROCEDURES OR ITS AGREEMENTS WITH STONEX REGARDING ACCESS TO OR USE OF THE ACCESS METHOD OR THE PLATFORM.

Disclaimers and Limitation of Liability. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES IN SECTION 6.01AS EXPRESSLY SET FORTH HEREIN, ALL LICENSES SERVICES TO BE PROVIDED BY FLG AND RIGHTS GRANTED HEREIN FLG MEMBER (FOR PURPOSES OF THIS PARAGRAPH 6, COLLECTIVELY “FLG”) HEREUNDER ARE MADE ON AN PROVIDED “AS IS” BASISWITHOUT ANY WARRANTY WHATSOEVER. CLIENT RECOGNIZES THAT THE “AS IS” CLAUSE OF THIS AGREEMENT IS AN IMPORTANT PART OF THE BASIS OF THIS AGREEMENT, AND WITHOUT WHICH FLG WOULD NOT HAVE AGREED TO ENTER INTO THIS AGREEMENT. FLG EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, TERMS OR CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE PARTIES EACH HEREBY DISCLAIM ANY EXPRESS OR IMPLIED REPRESENTATIONS OR PROFESSIONAL SERVICES, INCLUDING ANY, WARRANTIES OF ANY KINDMERCHANTABILITY, INCLUDING WITHOUT LIMITATION, THOSE REGARDING MERCHANTABILITYTITLE, FITNESS FOR A PARTICULAR PURPOSEPURPOSE AND INFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT REGARDING THE SERVICES PROVIDED HEREUNDER SHALL BE DEEMED A WARRANTY FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF FLG WHATSOEVER. IN NO EVENT SHALL FLG BE LIABLE FOR ANY INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO: LOST PROFITS; REVENUE OR SAVINGS; WAIVER BY CLIENT, WHETHER INADVERTENT OR INTENTIONAL, OF CLIENT’S ATTORNEY-CLIENT PRIVILEGE THROUGH CLIENT’S DISCLOSURE OF LEGALLY PRIVILEGED INFORMATION TO FLG; OR THE LOSS, THEFT, TRANSMISSION OR USE, AUTHORIZED OR OTHERWISE, OF ANY DATA, EVEN IF CLIENT OR FLG HAVE BEEN ADVISED OF, KNEW, OR SHOULD HAVE KNOWN, OF NON-INFRINGEMENTTHE POSSIBILITY THEREOF. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, CALYXT FLG’S AGGREGATE CUMULATIVE LIABILITY HEREUNDER, WHETHER IN CONTRACT, TORT, NEGLIGENCE, MISREPRESENTATION, STRICT LIABILITY OR OTHERWISE, SHALL NOT EXCEED AN AMOUNT EQUAL TO THE LAST TWO (2) MONTHS OF FEES PAYABLE BY CLIENT UNDER PARAGRAPH 2(A) OF THIS AGREEMENT. CLIENT ACKNOWLEDGES AND AGREES THAT ALL RIGHTS GRANTED TO CALYXT THE COMPENSATION PAID BY IT UNDER THIS AGREEMENT ARE SUBJECT REFLECTS THE ALLOCATION OF RISK SET FORTH IN ALL RESPECTS THIS AGREEMENT AND THAT FLG WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. THIS PARAGRAPH SHALL NOT APPLY TO ANY AND ALL LICENSES OR OTHER RIGHTS GRANTED BY CELLECTIS OR ANY OF ITS AFFILIATES TO ANY THIRD PARTIES EITHER PARTY WITH RESPECT TO ANY LICENSED CELLECTIS IP AS OF OR PRIOR TO THE EFFECTIVE DATE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR OTHERWISE RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.A

Disclaimers and Limitation of Liability. EXCEPT FOR THE REPRESENTATIONS WEBSITE AND WARRANTIES IN SECTION 6.01, ALL LICENSES AND RIGHTS GRANTED HEREIN CONTENT ARE MADE ON AN “PROVIDED "AS IS” BASIS" AND "AS AVAILABLE", AND THE PARTIES EACH HEREBY DISCLAIM WITHOUT ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND. AITC EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATIONWHETHER EXPRESS OR IMPLIED, THOSE REGARDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OF NON-INFRINGEMENT. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, CALYXT ACKNOWLEDGES AND AGREES THAT ALL RIGHTS GRANTED TO CALYXT FULLEST EXTENT PERMISSIBLE UNDER THIS AGREEMENT ARE SUBJECT IN ALL RESPECTS TO ANY AND ALL LICENSES OR OTHER RIGHTS GRANTED BY CELLECTIS OR ANY OF ITS AFFILIATES TO ANY THIRD PARTIES WITH RESPECT TO ANY LICENSED CELLECTIS IP AS OF OR PRIOR TO THE EFFECTIVE DATE. TO THE EXTENT PERMITTED BY APPLICABLE LAW. YOUR USE OF THE WEBSITE AND/OR CONTENT IS AT YOUR SOLE RISK, NEITHER and you shall bear all risk, related costs and liability and be responsible for your use. AITC assumes no responsibility for any intentional or unintentional error, omission, inaccuracy, incompleteness, unavailability, interruption, delay, slow streaming, slow downloading speed, or unauthorized access in or with respect to the Website or for the consequences of use thereof. Except for claims that cannot be excluded by applicable local law, AITC and our affiliates, directors, officers, employees, agents, consultants, licensors and third-party providers shall not have any liability, whether in tort, contract or otherwise, to you or any third party for any reason arising out of, relating to, in connection with, or resulting from the Website or use of or access to them. AITC (AND ITS LICENSORS AND THIRD PARTY SHALL PROVIDERS) WILL NOT BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL PUNITIVE DAMAGES OF ANY KIND ARISING OUT (WHETHER UNDER CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY), INCLUDING DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHERWISE RELATED TO THIS AGREEMENTOTHER INTANGIBLES OR FOR SECURITY OF INFORMATION YOU PROVIDED OR UNAUTHORIZED INTERCEPTION OF ANY SUCH INFORMATION BY THIRD PARTIES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY IN ADVANCE OF SUCH DAMAGES OR LOSSES AND WHETHER OR NOT FORESEEABLE. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE WEBSITE, CONTENT OR SERVICES, IS TO STOP USING THEM. THE MAXIMUM AGGREGATE LIABILITY OF AITC FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL BE THE TOTAL AMOUNT, IF ANY, PAID BY YOU TO AITC TO USE THE WEBSITE. THE PRECEDING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Certain documents and related information provided on the Website are submitted to AITC by unrelated third parties. There is the possibility of failures by persons to submit documents in a timely manner or at all, or of errors or delays in the submission and/or processing of such documents by third parties or us. AITC does not review the information contained in such documents for accuracy, completeness or any other purpose, and AITC does not warrant or guarantee the accuracy, completeness or any other aspect of any information contained in such documents. 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Disclaimers and Limitation of Liability. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES IN SECTION 6.01AS EXPRESSLY SET FORTH HEREIN, ALL LICENSES SERVICES TO BE PROVIDED BY FLG AND RIGHTS GRANTED HEREIN FLG MEMBER (FOR PURPOSES OF THIS PARAGRAPH 6, COLLECTIVELY “FLG”) HEREUNDER ARE MADE ON AN PROVIDED “AS IS” BASISWITHOUT ANY WARRANTY WHATSOEVER. CLIENT RECOGNIZES THAT THE “AS IS” CLAUSE OF THIS AGREEMENT IS AN IMPORTANT PART OF THE BASIS OF THIS AGREEMENT, AND WITHOUT WHICH FLG WOULD NOT HAVE AGREED TO ENTER INTO THIS AGREEMENT. FLG EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, TERMS OR CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE PARTIES EACH HEREBY DISCLAIM ANY EXPRESS OR IMPLIED REPRESENTATIONS OR PROFESSIONAL SERVICES, INCLUDING ANY, WARRANTIES OF ANY KINDMERCHANTABILITY, INCLUDING WITHOUT LIMITATION, THOSE REGARDING MERCHANTABILITYTITLE, FITNESS FOR A PARTICULAR PURPOSEPURPOSE AND INFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, REGARDING THE SERVICES PROVIDED HEREUNDER SHALL BE DEEMED A WARRANTY FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF FLG WHATSOEVER. IN NO EVENT SHALL FLG BE LIABLE FOR ANY INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO: LOST PROFITS; REVENUE OR SAVINGS; WAIVER BY CLIENT, WHETHER INADVERTANT OR INTENTIONAL, OF CLIENT’S ATTORNEY-CLIENT PRIVILEGE THROUGH CLIENT’S DISCLOSURE OF PRIVILEGED INFORMATION TO FLG; OR THE LOSS, THEFT, TRANSMISSION OR USE OF ANY DATA, EVEN IF CLIENT OR FLG HAVE BEEN ADVISED OF, KNEW, OR SHOULD HAVE KNOWN, OF NON-INFRINGEMENTTHE POSSIBILITY THEREOF; PROVIDED, HOWEVER, THAT THIS EXCLUSION SHALL NOT APPLY TO ANY DAMAGES RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF FLG. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARYCONTRARY AND EXCEPT AS EXPRESSLY PROVIDED HEREIN, CALYXT FLG’S AGGREGATE CUMULATIVE LIABILITY HEREUNDER, WHETHER IN CONTRACT, TORT, NEGLIGENCE, MISREPRESENTATION, STRICT LIABILITY OR OTHERWISE, SHALL NOT EXCEED AN AMOUNT EQUAL TO TWO (2) MONTHS OF FEES PAYABLE BY CLIENT UNDER PARAGRAPH 2(A) OF THIS AGREEMENT; PROVIDED, HOWEVER, THAT THIS LIMITATION SHALL NOT APPLY TO ANY LIABILITY RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF FLG. CLIENT ACKNOWLEDGES AND AGREES THAT ALL RIGHTS GRANTED TO CALYXT THE COMPENSATION PAID BY IT UNDER THIS AGREEMENT ARE SUBJECT REFLECTS THE ALLOCATION OF RISK SET FORTH IN ALL RESPECTS THIS AGREEMENT AND THAT FLG WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. THIS PARAGRAPH SHALL NOT APPLY TO ANY AND ALL LICENSES OR OTHER RIGHTS GRANTED BY CELLECTIS OR ANY OF ITS AFFILIATES TO ANY THIRD PARTIES EITHER PARTY WITH RESPECT TO ANY LICENSED CELLECTIS IP AS A BREACH OF OR PRIOR TO THE EFFECTIVE DATE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR OTHERWISE RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGESITS CONFIDENTIALITY OBLIGATIONS.

Disclaimers and Limitation of Liability. EXCEPT FOR The App may include errors and omissions, and may be unavailable from time to time. TO THE REPRESENTATIONS AND WARRANTIES IN SECTION 6.01FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, ALL LICENSES AND RIGHTS GRANTED HEREIN ARE MADE ON AN “AS IS” BASIS, BROADBAND PROVIDER AND THE PARTIES EACH HEREBY SUPPLIERS DISCLAIM ANY ALL WARRANTIES, EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KINDIMPLIED, INCLUDING WITHOUT LIMITATION, THOSE REGARDING MERCHANTABILITY, LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSEPURPOSE OR NONINFRINGEMENT, OR OF NON-INFRINGEMENT. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, CALYXT ACKNOWLEDGES AND AGREES THAT ALL RIGHTS GRANTED TO CALYXT UNDER THIS AGREEMENT ARE SUBJECT IN ALL RESPECTS TO ANY AND ALL LICENSES OR OTHER RIGHTS GRANTED BY CELLECTIS OR ANY OF ITS AFFILIATES TO ANY THIRD PARTIES WARRANTIES WITH RESPECT TO THE PERFORMANCE, FUNCTIONALITY, RELIABILITY, CONTINUOUS AVAILABILITY, SECURITY, OR OPERATION OF THE APP. USE OF THE APP IS AT USER’S SOLE RISK. IN NO EVENT SHALL BROADBAND PROVIDER OR ANY LICENSED CELLECTIS IP AS OF OR PRIOR TO THE EFFECTIVE DATE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL SUPPLIER BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY INDIRECTCONSEQUENTIAL, INCIDENTAL, SPECIAL, INCIDENTALEXEMPLARY, INDIRECT OR CONSEQUENTIAL OTHER DAMAGES ARISING FROM USER’S USE OF ANY KIND ARISING OUT OF (OR OTHERWISE RELATED INABILITY TO THIS AGREEMENTUSE) THE APP OR THE CONTENT CONTAINED THEREIN (WHETHER BY CONTRACT, TORT OR OTHERWISE), EVEN IF ANY SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. BROADBAND PROVIDER SHALL BE LIABLE ONLY TO THE EXTENT OF ACTUAL, DIRECT DAMAGES INCURRED BY USER, NOT TO EXCEED USER’S FEES PAID FOR THE APP DURING THE PRIOR THREE (3) MONTHS. USER’S SOLE AND EXCLUSIVE REMEDY FOR ANY DISSATISFACTION WITH THE APP IS TO STOP USING THE APP. ANY CLAIMS ARISING IN CONNECTION WITH USER’S USE OF THE APP MUST BE BROUGHT WITHIN ONE (1) YEAR OF THE DATE THE EVENT GIVING RISE TO SUCH ACTION OCCURRED. USER ASSUMES ALL RESPONSIBILITY AND RISK OF DAMAGE, INJURY, OR OTHER LOSS RESULTING FROM THE USE OF THE APP, INCLUDING WITHOUT LIMITATION THE INFORMATION CONTAINED THEREIN. NEITHER BROADBAND PROVIDER NOR ANY SUPPLIERS WILL BE LIABLE TO USER FOR ANY FAILURE TO PERFORM THAT IS CAUSED BY OR OTHERWISE RESULTS FROM ANY ACTS OF GOD, FIRES, EARTHQUAKES, FLOODS, POWER OR TECHNICAL FAILURE, SERVER, INTERNET, SATELLITE OR UPLINK FAILURE, ACTS OF ANY GOVERNMENTAL BODY, OR ANY OTHER CAUSE BEYOND BROADBAND PROVIDER’S OR A SUPPLIER’S REASONABLE CONTROL. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO USER, BUT ONLY TO THE EXTENT SUCH LIMITATIONS ARE EXPRESSLY DISALLOWED UNDER THE APPLICABLE LAW(S).

Disclaimers and Limitation of Liability. EXCEPT FOR We make no representations or warranties. THE REPRESENTATIONS AND WARRANTIES IN SECTION 6.01, ALL LICENSES AND RIGHTS GRANTED HEREIN SERVICES ARE MADE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE AND OUR PARENTS, SUBSIDIARIES, AFFILIATES, RELATED COMPANIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, LICENSORS, METAMORPHO OWNERS, METAMORPHO GUARDIANS, METAMORPHO ALLOCATORS, AND METAMORPHO CURATORS (COLLECTIVELY, THE “ADDMO INDEMNIFIED PARTIES”) MAKE NO GUARANTEES OF ANY KIND IN CONNECTION WITH THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE ADDMO INDEMNIFIED PARTIES EACH HEREBY DISCLAIM ANY ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES IMPLIED, OF ANY KIND, INCLUDING WITHOUT LIMITATION, THOSE REGARDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OF NON-INFRINGEMENTINFRINGEMENT AND DISCLAIM ALL RESPONSIBILITY AND LIABILITY FOR: ● THE SERVICES BEING ACCURATE, COMPLETE, CURRENT, RELIABLE, UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO INFORMATION (INCLUDING, WITHOUT LIMITATION, THE CONTRARYVALUE OR OUTCOME OF ANY TRANSACTION) AVAILABLE THROUGH THE SERVICE IS PROVIDED FOR GENERAL INFORMATION ONLY AND SHOULD NOT BE RELIED UPON OR USED AS THE SOLE BASIS FOR MAKING DECISIONS. ANY RELIANCE ON THE SERVICES IS AT YOUR OWN RISK. ● INJURY OR DAMAGE RESULTING FROM THE SERVICES. FOR EXAMPLE, CALYXT ACKNOWLEDGES YOU EXPRESSLY ACKNOWLEDGE, UNDERSTAND, AND AGREES AGREE THAT ALL RIGHTS GRANTED TO CALYXT UNDER THIS AGREEMENT ARE SUBJECT IN ALL RESPECTS TO ANY AND ALL LICENSES THE SERVICES MAY CONTAIN AUDIO-VISUAL EFFECTS, STROBE LIGHTS OR OTHER RIGHTS GRANTED MATERIALS THAT MAY AFFECT YOUR PHYSICAL SENSES AND/OR PHYSICAL CONDITION. FURTHER, YOU EXPRESSLY ACKNOWLEDGE THAT THE ADDMO INDEMNIFIED PARTIES ARE NOT RESPONSIBLE FOR LOSS OR DAMAGE CAUSED BY CELLECTIS ANOTHER USER’S CONDUCT, UNAUTHORIZED ACTORS, OR ANY UNAUTHORIZED ACCESS TO OR USE OF ITS AFFILIATES THE SERVICES. ● VIRUSES, WORMS, TROJAN HORSES, TIME BOMBS, CANCEL BOTS, SPIDERS, MALWARE OR OTHER TYPE OF MALICIOUS CODE THAT MAY BE USED IN ANY WAY TO ANY THIRD PARTIES WITH RESPECT TO ANY LICENSED CELLECTIS IP AS AFFECT THE FUNCTIONALITY OR OPERATION OF OR PRIOR TO THE EFFECTIVE DATESERVICES. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY IN NO EVENT SHALL ANY ADDMO INDEMNIFIED PARTY, ANY METAMORPHO CURATOR, METAMORPHO ALLOCATOR OR ANYONE THAT MAY INTERACT WITH THE PROTOCOL, BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY TO YOU FOR ANY LOSS, DAMAGE, OR INJURY OF ANY KIND INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, OR CONSEQUENTIAL PUNITIVE LOSSES OR DAMAGES, OR DAMAGES FOR SYSTEM FAILURE OR MALFUNCTION OR LOSS OF ANY KIND PROFITS, DATA, USE, BUSINESS OR GOOD-WILL OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR OTHERWISE RELATED IN CONNECTION WITH: (A) THE SERVICES OR YOUR INABILITY TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF USE OR ACCESS THE POSSIBILITY OF SUCH DAMAGES.SERVICES;

Disclaimers and Limitation of Liability. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES IN SECTION 6.01AS EXPRESSLY PROVIDED HEREIN, ALL LICENSES AND RIGHTS GRANTED HEREIN ARE MADE ON AN “AS IS” BASIS, AND THE PARTIES EACH HEREBY DISCLAIM ANY EXPRESS OR IMPLIED REPRESENTATIONS OR IRE MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, THOSE REGARDING MERCHANTABILITY, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR OF NON-INFRINGEMENT. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, CALYXT ACKNOWLEDGES AND AGREES THAT ALL RIGHTS GRANTED TO CALYXT UNDER THIS AGREEMENT ARE SUBJECT IN ALL RESPECTS TO ANY AND ALL LICENSES OR OTHER RIGHTS GRANTED BY CELLECTIS OR ANY OF ITS AFFILIATES TO ANY THIRD PARTIES WITH RESPECT TO ANY LICENSED CELLECTIS IP AS OF OR PRIOR TO THE EFFECTIVE DATE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY . IN NO EVENT SHALL BE LIABLE IRE'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT AND THESE T&CS (WHETHER IN CONTRACT OR TORT OR UNDER ANY LEGAL OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER DURING THE PREVIOUS 12 MONTHS. THE FOREGOING SHALL NOT LIMIT CUSTOMER PAYMENT OBLIGATIONS UNDER SECTION 4 (FEES AND PAYMENT FOR PACKAGE). IN NO EVENT SHALL IRE HAVE ANY LIABILITY FOR ANY LOST PROFITS OR EQUITABLE THEORY REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR CONSEQUENTIAL PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF ANY KIND ARISING OUT OF LIABILITY, AND WHETHER OR OTHERWISE RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY NOT IRE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

Disclaimers and Limitation of Liability. EXCEPT FOR 1. Disclaimer. THE REPRESENTATIONS AND WARRANTIES IN SECTION 6.01, ALL LICENSES AND RIGHTS GRANTED HEREIN ARE MADE EPICCARE EHR IS PROVIDED ON AN “AS IS” AND AN “AS AVAILABLE” BASIS. CLIENT, SCRIPPS AND THE LICENSORS DO NOT MAKE, AND THE PARTIES EACH HEREBY DISCLAIM DISCLAIM, ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE EPICCARE EHR, OR ANY PORTION THEREOF, INCLUDING (WITHOUT LIMITATION) IMPLIED WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION, THOSE REGARDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OF NON-INFRINGEMENT, AND ANY WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OF TRADE. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO CLIENT, SCRIPPS AND LICENSORS MAKE NO REPRESENTATION, WARRANTY OR GUARANTEE THAT OPERATION OF THE CONTRARYEPICCARE EHR, CALYXT OR USER’S ACCESS THERETO, WILL BE CONTINUOUS, ERROR-FREE OR UNINTERRUPTED, OR THAT THE EPICCARE EHR WILL BE COMPATIBLE WITH USER’S DEVICES OR OTHER SOFTWARE. USER ACKNOWLEDGES THAT THE EPICCARE EHR IS NOT INTENDED AS A SUBSTITUTE FOR PROFESSIONAL MEDICAL JUDGMENT, THAT USER SHALL HAVE FULL RESPONSIBILITY FOR THE CARE AND WELL BEING OF HIS/HER PATIENTS, AND THAT ANY RELIANCE BY USER UPON THE EPICCARE EHR SHALL NOT DIMINISH THAT RESPONSIBILITY. USER ACKNOWLEDGES AND AGREES THAT ALL RIGHTS GRANTED TO CALYXT UNDER THIS AGREEMENT CLIENT, SCRIPPS AND THE LICENSORS ARE SUBJECT IN ALL RESPECTS TO ANY AND ALL LICENSES NOT RESPONSIBLE FOR: (A) THE ACCURACY OF CODES OR OTHER RIGHTS GRANTED DATA THAT HAVE BEEN INCORPORATED INTO OR INCLUDED IN THE EPICCARE EHR; (B) ANY DATA SUBMITTED BY CELLECTIS ANY USER OF THE EPICCARE EHR; (C) THE PERFORMANCE OF THE USER’S EQUIPMENT; (D) ANY DOWNTIME OR UNAVAILABILITY OF THE EPICCARE EHR; (E) LOSS OR CORRUPTION OF DATA OR INACCESSIBILITY OF DATA (THROUGH ENCRYPTION OR OTHERWISE) THAT OCCURS AS A RESULT OF A VIRUS, RANSOMWARE OR OTHER MALWARE; (E) USE OF DATA OR PHI BY ANY OF ITS AFFILIATES TO ANY THIRD PARTIES WITH RESPECT TO ANY LICENSED CELLECTIS IP AS OF OR PRIOR OTHER USER THAT HAS ACCESS TO THE EFFECTIVE DATE. TO THE EXTENT PERMITTED BY APPLICABLE LAWEPICCARE EHR; OR (F) ANY DEFECTS, NEITHER PARTY SHALL BE LIABLE UNDER ANY LEGAL ERRORS OR EQUITABLE THEORY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES LOSS OF ANY KIND ARISING OUT OF OR OTHERWISE RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGESDATA.

Disclaimers and Limitation of Liability. EXCEPT FOR If the Company elects to replace Product, the Company shall attempt to replace the Product with Product of the same color and design, but does not guarantee that such replacement Product will be available, and accordingly, there may be variations in appearance of the roof tiles by reason of the use of a different color and design, as well as by reason of progressive fading of the remaining Product. The Product shall be deemed conclusively to have been exposed to winds in excess of 120 mph (193 kph) if the National Weather Service or any other reputable weather service has reported winds in excess of 120 mph (193 kph) in the county, region parish or area in which any Product has been installed, or in the neighboring county, region, parish or area. The Limited Warranty term on repaired or replacement Product will be the remaining term of the original Product, which commenced on the date of installation of the original Product, except where required by law. THE REPRESENTATIONS REMEDIES SET OUT IN THIS LIMITED WARRANTY ARE THE OWNER’S SOLE AND WARRANTIES IN SECTION 6.01, ALL LICENSES AND RIGHTS GRANTED HEREIN ARE MADE ON AN “AS IS” BASISEXCLUSIVE REMEDIES, AND THE PARTIES EACH HEREBY DISCLAIM ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES COMPANY’S OBLIGATIONS CONTAINED IN THIS LIMITED WARRANTY ARE EXPRESSLY IN LIEU OF ANY KINDOTHER OBLIGATIONS, GUARANTEES, WARRANTIES, AND CONDITIONS EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION, THOSE REGARDING MERCHANTABILITY, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND OF ANY OTHER OBLIGATIONS OR LIABILITY ON THE PART OF NON-INFRINGEMENTTHE COMPANY. NOTWITHSTANDING ANYTHING THE COMPANY SHALL IN THIS AGREEMENT TO THE CONTRARY, CALYXT ACKNOWLEDGES AND AGREES THAT ALL RIGHTS GRANTED TO CALYXT UNDER THIS AGREEMENT ARE SUBJECT IN ALL RESPECTS NO EVENT HAVE ANY LIABILITY FOR INJURY OR DAMAGE TO ANY AND ALL LICENSES PROPERTY OR OTHER RIGHTS GRANTED BY CELLECTIS PERSON, LOSS OF BUSINESS OR ANY OF ITS AFFILIATES TO ANY THIRD PARTIES WITH RESPECT TO ANY LICENSED CELLECTIS IP AS OF PROFITS, DIRECT OR PRIOR TO THE EFFECTIVE DATE. TO THE EXTENT PERMITTED BY APPLICABLE LAWINDIRECT ECONOMIC DAMAGES, NEITHER PARTY SHALL BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, SPECIALCONSEQUENTIAL, INCIDENTAL, ECONOMIC, INDIRECT, SPECIAL OR CONSEQUENTIAL PUNITIVE DAMAGES OR LOSSES OF ANY KIND WHATSOEVER, WHETHER TO THE OWNER OR THIRD PARTIES. THE FOREGOING LIMITATIONS WILL NOT APPLY IN ANY JURISDICTION WHICH DOES NOT ALLOW FOR SUCH LIMITATIONS AS A MATTER OF LAW. MANDATORY BINDING ARBITRATION: BY PURCHASING THE PRODUCT, YOU HAVE AGREED THAT EVERY CLAIM, CONTROVERSY OR DISPUTE (EACH AN “ACTION”) BETWEEN YOU AND THE COMPANY ARISING OUT OF OR OTHERWISE RELATED RELATING TO THIS AGREEMENTLIMITED WARRANTY OR THE BREACH THEREOF OR RELATING TO THE PRODUCT SHALL BE SETTLED BY FINAL AND BINDING ARBITRATION. YOU AND THE COMPANY AGREE THAT ANY ACTION WILL BE ARBITRATED ON AN INDIVIDUAL BASIS AND THAT NO CLAIM(S) WILL BE CONSOLIDATED OR AGGREGATED WITH THE CLAIM(S) OF ANY OTHER PERSON BY CLASS ACTION, EVEN IF SUCH PARTY HAS BEEN ADVISED CLASS ARBITRATION, IN A REPRESENTATIVE CAPACITY OR OTHERWISE. TO ARBITRATE AN ACTION AGAINST THE COMPANY, YOU MUST INITIATE THE ARBITRATION, FOR U.S. CLAIMS, IN ACCORDANCE WITH THE FEDERAL ARBITRATION ACT, TO BE CONDUCTED BY A SINGLE ARBITRATOR IN ACCORDANCE WITH THE RULES OF THE POSSIBILITY AMERICAN ARBITRATION ASSOCIATION, AND FOR CANADIAN CLAIMS, IN ACCORDANCE WITH THE ARBITRATION ACT, R.S.A. 2000, c.A-43, ALBERTA, AS MAY BE AMENDED, AND YOU MUST COMMENCE THE ARBITRATION AND PROVIDE WRITTEN NOTICE TO THE COMPANY BY CERTIFIED MAIL AT THE ADDRESS NOTED BELOW WITHIN THE TIME PERIOD SET OUT BELOW. IF YOU PREVAIL ON YOUR CLAIMS IN THE ARBITRATION, THE COMPANY WILL REIMBURSE YOU FOR ANY FILING AND ADMINISTRATIVE FEES PAID BY YOU TO THE ARBITRATION ORGANIZATION. YOU AND THE COMPANY AGREE THAT THE ARBITRATION, ALL PROCEEDINGS THEREUNDER AND THE RULING OR AWARD OF THE ARBITRATOR SHALL BE AND REMAIN CONFIDENTIAL AND SHALL NOT BE DISCLOSED TO ANY THIRD PARTIES. You and the Company acknowledge and agree that a breach of confidentiality by a party may cause irreparable harm to the other party. The party who breaches this confidentiality provision agrees that money damages would not be a sufficient remedy, and that in addition to all other remedies, the non-breaching party shall be entitled to injunctive or other equitable relief as a remedy for any such breach, and the breaching party further agrees to waive any requirement for the securing or posting of any bond in connection with such remedy. In the event of litigation or arbitration relating to this confidentiality provision, if an arbitrator or a court of competent jurisdiction determines that any party has breached this confidentiality provision, such breaching party shall be liable for and shall pay to the other party the reasonable legal fees and other costs incurred by the Disclosing Party in connection with such arbitration or litigation, including any appeal therefrom. Some jurisdictions do not allow mandatory arbitration, so the above arbitration provision may not apply to you in those jurisdictions. An Action may also be referred to another arbitration organization if you and the Company agree in writing. The Company will not elect arbitration for any Action you file in court in which you agree not to seek to recover more than $25,000, including attorney’s fees and costs, so long as the claim is individual and pending only in that court. You may also reject this arbitration provision by notifying the Company in writing within 45 days of the installation of the Product or the valid transfer of this Limited Warranty to you. If any portion of this arbitration provision is not enforced in the arbitration, then either you or the Company can file a lawsuit in court to adjudicate the arbitrability of the Action and the enforceability of the portion of the arbitration provision at issue. ONE YEAR LIMITATION: ACTION FOR BREACH OF THIS LIMITED WARRANTY OR ANY OTHER ACTION AGAINST THE COMPANY ARISING OUT OF OR RELATING TO THE PRODUCT SHALL NOT BE BROUGHT LATER THAN ONE YEAR AFTER ANY CAUSE OF ACTION HAS ACCRUED. IN JURISDICTIONS WHERE STATUTORY CLAIMS OR IMPLIED WARRANTIES AND CONDITIONS CANNOT BE EXCLUDED, ALL SUCH DAMAGES.STATUTORY CLAIMS, IMPLIED WARRANTIES AND CONDITIONS AND ALL RIGHTS TO BRING ACTIONS FOR BREACH THEREOF EXPIRE ONE YEAR (OR SUCH LONGER PERIOD OF TIME IF MANDATED BY APPLICABLE LAWS) AFTER THE DATE OF PURCHASE. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY OR CONDITION LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. If any provision of this Limited Warranty if determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall continue in full force and effect. This Limited Warranty applies to Product purchased on or after January 1, 2015 and supercedes any previously published warranties. The Company may from time to time amend the terms of this Limited Warranty, and the terms and conditions of the Limited Warranty in effect at the time of your purchase of the Product shall govern your Product. Please consult the Company’s website at xxx.xxxxxxxx.xxx for current Limited Warranty information on the Product. Varitile Inc.

Disclaimers and Limitation of Liability. EXCEPT THE SITE, CONTENT AND SERVICES ARE PROVIDED FOR THE REPRESENTATIONS AND WARRANTIES IN SECTION 6.01, ALL LICENSES AND RIGHTS GRANTED HEREIN ARE MADE ON AN USE “AS IS” BASISWITHOUT WARRANTY OF ANY KIND. FAIRWEY DOES NOT WARRANT THAT THE SITE, AND CONTENT OR SERVICES WILL BE ACCURATE, ERROR-FREE OR UNINTERRUPTED. FAIRWEY DOES NOT WARRANT THAT THE PARTIES EACH HEREBY DISCLAIM SITE, CONTENT OR SERVICES WILL PROVIDE SPECIFIC RESULTS. TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW: o UNDER NO CIRCUMSTANCES WILL FAIRWEY BE LIABLE FOR ANY EXPRESS DAMAGES WHATSOEVER ARISING OUT OF YOUR RELIANCE ON OR IMPLIED REPRESENTATIONS USE OF THE SITE, CONTENT, SERVICES OR OTHER ITEMS LOCATED ON THE SITE. o FAIRWEY DISCLAIMS ALL WARRANTIES OF ANY KIND, INCLUDING WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THOSE REGARDING MERCHANTABILITY, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ADDITIONALLY, THE INCLUSION OR OFFERING OF ANY PRODUCTS OR SERVICES ON THE SITE DOES NOT CONSTITUTE ANY ENDORSEMENT OR RECOMMENDATION OF SUCH PRODUCTS OR SERVICES BY US. ALL SUCH INFORMATION, PRODUCTS AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. o REGARDLESS OF THE FORM OF ACTION OR THEORY OF RECOVERY, IN NO EVENT SHALL FAIRWEY BE LIABLE OR RESPONSIBLE TO YOU IN CONNECTION WITH THE SITE, OR OF NON-INFRINGEMENT. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARYYOUR USE THEREOF, CALYXT ACKNOWLEDGES AND AGREES THAT ALL RIGHTS GRANTED TO CALYXT UNDER THIS AGREEMENT ARE SUBJECT IN ALL RESPECTS TO ANY AND ALL LICENSES OR OTHER RIGHTS GRANTED BY CELLECTIS OR ANY OF ITS AFFILIATES TO ANY THIRD PARTIES WITH RESPECT TO ANY LICENSED CELLECTIS IP AS OF OR PRIOR TO THE EFFECTIVE DATE. TO THE EXTENT PERMITTED BY APPLICABLE LAWFOR ANY: (A) INDIRECT, NEITHER PARTY SHALL BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY INDIRECTCONSEQUENTIAL, INCIDENTAL, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR OTHERWISE RELATED TO THIS AGREEMENTEXEMPLARY DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED FAIRWEY IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES; (B) LOST PROFITS, LOST REVENUE, LOSS OF DATA, LOST EXPECTANCY, BUSINESS INTERRUPTIONS AND/OR BENEFIT OF THE BARGAIN DAMAGES; AND/OR (C) DIRECT DAMAGES IN AN AMOUNT GREATER THAN FIVE THOUSAND DOLLARS ($5,000 USD). ANY CLAIM RELATED TO THE SITE MUST BE INITIATED WITHIN ONE (1) YEAR OF THE DATE YOU KNEW, OR REASONABLY SHOULD HAVE KNOWN, OF THE EXISTENCE OF SUCH CLAIM AGAINST FAIRWEY. o FAIRWEY IS HEREBY RELEASED FROM ANY CLAIMS OR DISPUTES BETWEEN YOU AND ANY PROVIDER.

Disclaimers and Limitation of Liability. EXCEPT FOR YOUR ACCESS TO AND USE OF THE REPRESENTATIONS AND WARRANTIES IN SECTION 6.01, ALL LICENSES AND RIGHTS GRANTED HEREIN SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE MADE PROVIDED ON AN “AS IS” BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY ANY LAW, MOOSE AND ITS AFFILIATED ENTITIES, AND THE PARTIES EACH HEREBY THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS (collectively, the “Moose Parties”) DISCLAIM ANY ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KINDIMPLIED, INCLUDING AND WITHOUT LIMITATION, THOSE REGARDING THE WARRANTIES OF TITLE, MERCHANTABILITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OF PURPOSE AND NON-INFRINGEMENT. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO MOOSE DOES NOT WARRANT THAT THE CONTRARYSERVICES (INCLUDING VIRTUAL ITEMS) WILL MEET YOUR EXPECTATIONS, CALYXT ACKNOWLEDGES AND AGREES BE ACCURATE, SECURE, TIMELY, UNINTERRUPTED, ACCESSIBLE OR FREE FROM DEFECTS, ERRORS OR VIRUSES, OR THAT ALL RIGHTS GRANTED TO CALYXT UNDER THIS AGREEMENT ARE SUBJECT IN ALL RESPECTS TO ANY AND ALL LICENSES DEFECTS, ERRORS OR OTHER RIGHTS GRANTED BY CELLECTIS OR ANY OF ITS AFFILIATES TO ANY THIRD PARTIES WITH RESPECT TO ANY LICENSED CELLECTIS IP AS OF OR PRIOR TO THE EFFECTIVE DATEVIRUSES WILL BE CORRECTED. TO THE FULLEST EXTENT PERMITTED PERMISSIBLE BY APPLICABLE ANY LAW, NEITHER PARTY SHALL IN NO EVENT WILL THE MOOSE PARTIES BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY LOSS OR DAMAGES OF ANY KIND INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR PERSONAL INJURY OR DEATH OR PROPERTY DAMAGE, INCIDENTAL, INDIRECT, SPECIAL, INCIDENTALCONSEQUENTIAL OR PUNITIVE DAMAGES, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR OTHERWISE IN ANY WAY RELATED TO THIS AGREEMENTTHE USE OR INABILITY TO USE THE SERVICES (INCLUDING VIRTUAL ITEMS), EVEN IF SUCH PARTY MOOSE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMISSIBLE BY ANY LAW, IN NO EVENT WILL THE LIABILITY OF THE MOOSE PARTIES FOR LOSS OR DAMAGES IN CONNECTION WITH YOUR USE OR INABILITY TO USE THE SERVICES (INCLUDING VIRTUAL ITEMS) EXCEED THE AMOUNTS ACTUALLY PAID BY YOU IN RESPECT OF THE SERVICES WHICH FORM THE BASIS OF YOUR COMPLAINT, AND IF NO AMOUNTS WERE PAID, YOUR SOLE REMEDY SHALL BE TO CEASE USING THE SERVICES AND TERMINATE YOUR ACCOUNT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU AND YOU MAY HAVE ADDITIONAL RIGHTS. NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE, RESTRICT OR MODIFY ANY RIGHT OR REMEDY YOU MAY HAVE UNDER ANY APPLICABLE LAW.

Disclaimers and Limitation of Liability. EXCEPT 1. Disclaimer of Liability NEITHER CJ ENM Co., LTD., ITS BRANDS, AFFILIATES, SUBSIDIARIES, AGENTS, DIRECTORS, OFFICERS, EMPLOYEES NOR CONTRACTORS (INCLUDING ANY PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE WEBSITE OR THEIR CONTENT) SHALL BE LIABLE TO YOU OR ANY OTHER PARTY FOR (I) ANY IMPROPER OR INCORRECT USE OF THE REPRESENTATIONS INFORMATION DESCRIBED AND/OR CONTAINED HEREIN OR (II) ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) IN CONNECTION WITH THE WEBSITE, EVEN IF CJ ENM Co., LTD., ITS BRANDS, AFFILIATES, AGENTS, DIRECTORS, OFFICERS, EMPLOYEES OR CONTRACTORS ARE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS APPLY TO ALL CLAIMS, DAMAGES, LIABILITY OR INJURIES, INCLUDING, WITHOUT LIMITATION, CLAIMS IN WARRANTY, CONTRACT AND WARRANTIES IN SECTION 6.01TORT (SUCH AS NEGLIGENCE, ALL LICENSES PRODUCT LIABILITY AND RIGHTS GRANTED HEREIN STRICT LIABILITY). SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THOSE PARTICULAR LIMITATIONS MAY NOT APPLY TO YOU. WITHOUT LIMITING THE FOREGOING, THE WEBSITE, INCLUDING THE CONTENT PROVIDED ON THE WEBSITE, ARE MADE PROVIDED ON AN “AS IS, AS AVAILABLE” BASIS, AND THE PARTIES EACH HEREBY DISCLAIM ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATIONBUT NOT LIMITED TO, THOSE REGARDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OF NON-INFRINGEMENT. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, CALYXT ACKNOWLEDGES AND AGREES THAT ALL RIGHTS GRANTED TO CALYXT UNDER THIS AGREEMENT ARE SUBJECT IN ALL RESPECTS TO ANY AND ALL LICENSES OR OTHER RIGHTS GRANTED BY CELLECTIS OR ANY OF ITS AFFILIATES TO ANY THIRD PARTIES WITH RESPECT TO ANY LICENSED CELLECTIS IP AS OF OR PRIOR TO THE EFFECTIVE DATE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR OTHERWISE RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Disclaimers and Limitation of Liability. EXCEPT DUE TO THE INHERENT UNRELIABILITY OF COMMUNICATIONS NETWORKS, SPECTRIO WILL HAVE NO LIABILITY TO CLIENT OR ANY THIRD PARTY FOR ANY INTERRUPTION OF THE REPRESENTATIONS SPECTRIO SERVICES CAUSED BY EQUIPMENT FAILURE, NETWORK INTERRUPTION, OR ANY OTHER CAUSE BEYOND THE REASONABLE CONTROL OF SPECTRIO. THE EQUIPMENT AND WARRANTIES IN SECTION 6.01, ALL LICENSES AND RIGHTS GRANTED HEREIN SPECTRIO SERVICES ARE MADE ON AN PROVIDED “AS IS” BASISAND “WITH ALL FAULTS.” EXCEPT AS EXPRESSLY STATED IN THIS SSHA, AND THE PARTIES EACH HEREBY DISCLAIM ANY EXPRESS NO WARRANTIES, CONDITIONS, GUARANTEES, OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND(AS USED HEREIN, INCLUDING WITHOUT LIMITATION, THOSE REGARDING “WARRANTIES”) ARE MADE AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OF NON-INFRINGEMENT, OR ARISING FROM A COURSE OF DEALING, TITLE, USAGE OF TRADE, OR COURSE OF PERFORMANCE OR OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, IN LAW OR IN FACT, ORAL OR IN WRITING. NOTWITHSTANDING ANYTHING EACH PARTY HEREBY ACKNOWLEDGES THAT IT HAS NOT RELIED UPON AND HEREBY WAIVES ANY WARRANTY MADE BY THE OTHER EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT TO THE CONTRARY, CALYXT ACKNOWLEDGES AND AGREES THAT ALL RIGHTS GRANTED TO CALYXT UNDER THIS AGREEMENT ARE SUBJECT SSHA. IN ALL RESPECTS TO ANY AND ALL LICENSES OR OTHER RIGHTS GRANTED BY CELLECTIS OR ANY OF ITS AFFILIATES TO ANY THIRD PARTIES WITH RESPECT TO ANY LICENSED CELLECTIS IP AS OF OR PRIOR TO THE EFFECTIVE DATE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL NO EVENT WILL SPECTRIO BE LIABLE UNDER ANY LEGAL TO CLIENT FOR LOST PROFITS, FAILURE TO REALIZE EXPECTED SAVINGS, OR EQUITABLE THEORY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR OTHERWISE RELATED TO IN CONNECTION WITH THIS AGREEMENTSSHA, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. IN NO EVENT WILL SPECTRIO’S LIABILITY TO CLIENT EXCEED THE TOTAL AMOUNT OF SUCH DAMAGESMONTHLY FEES PAID TO SPECTRIO DURING THE TWELVE (12) MONTH PERIOD PRIOR TO CLIENT’S CLAIM AGAINST SPECTRIO.

Disclaimers and Limitation of Liability. EXCEPT FOR THE REPRESENTATIONS ALL INFORMATION AND WARRANTIES IN SECTION 6.01, ALL LICENSES AND RIGHTS GRANTED HEREIN MATERIALS ON THIS SITE ARE MADE PROVIDED TO YOU ON AN “AS IS” BASIS, AND THE PARTIES EACH HEREBY DISCLAIM “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION, THOSE REGARDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OF AND NON-INFRINGEMENT. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT MAKEMUSIC! MAKES NO WARRANTY AS TO THE CONTRARYACCURACY, CALYXT ACKNOWLEDGES COMPLETENESS, CURRENCY, RELIABILITY, OR ACCESSABILITY OF ANY INFORMATION OR MATERIALS ON THIS SITE. USE OF THE SITE AND AGREES THE CONTENT AVAILABLE ON THE SITE IS AT YOUR SOLE RISK. IN ADDITION, BECAUSE MAKEMUSIC! DOES NOT REPRESENT OR WARRANT THAT THE SITE WILL BE AVAILABLE AT ANY GIVEN TIME, IT IS SOLELY YOUR RESPONSIBILITY TO RETAIN A COPY OF ALL RIGHTS GRANTED INFORMATION AND MATERIALS YOU SUBMIT TO CALYXT UNDER THIS AGREEMENT MAKEMUSIC!. MAKEMUSIC! MAKES NO REPRESENTATIONS OR WARRANTIES THAT USE OF THE SITE WILL BE SECURE, UNINTERRUPTED OR ERROR-FREE. YOU ARE SUBJECT IN RESPONSIBLE FOR TAKING ALL RESPECTS NECESSARY PRECAUTIONS TO ENSURE THAT ANY CONTENT YOU MAY OBTAIN FROM THE SITE IS FREE OF VIRUSES OR SIMILAR DESTRUCTIVE PROGRAMS. YOU AGREE THAT MAKEMUSIC! SHALL NOT BE LIABLE FOR ANY CLAIM OR DAMAGES RELATED TO ANY LOSS, DESTRUCTION, OR ALTERATION OF DATA. MAKEMUSIC! HEREBY ADVISES YOU TO MAINTAIN AN ARCHIVE OR BACKUP COPY OF ALL INFORMATION AND ALL LICENSES MATERIALS YOU PROVIDE TO MAKEMUSIC!. MAKEMUSIC! SPECIFICALLY DISCLAIMS ANY LIABILITY, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHER RIGHTS GRANTED BY CELLECTIS OR ANY OF ITS AFFILIATES TO ANY THIRD PARTIES WITH RESPECT TO ANY LICENSED CELLECTIS IP AS OF OR PRIOR TO THE EFFECTIVE DATE. TO THE EXTENT PERMITTED BY APPLICABLE LAWOTHERWISE, NEITHER PARTY SHALL BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR CONSEQUENTIAL SPECIAL DAMAGES OF ANY KIND ARISING OUT OF OR OTHERWISE RELATED IN ANY WAY CONNECTED WITH YOUR ACCESS TO THIS AGREEMENTOR USE OF THE SITE, EVEN IF SUCH PARTY MAKEMUSIC! HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER INCLUDES BUT IS NOT LIMITED TO RELIANCE BY YOU OR ANY THIRD PARTY ON ANY INFORMATION OR MATERIALS OBTAINED THROUGH THE USE OF THE SITE, OR ANY DAMAGE OR HARM RESULTING FROM ANY MISTAKES OR OMISSIONS IN, OR DELAYS IN TRANSMISSION OF, INFORMATION OR MATERIALS TO OR FROM THE SITE, INTERRUPTIONS IN TELECOMMUNICATIONS CONNECTIONS TO THE SITE, OR VIRUSES, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, THEFT OR DESTRUCTION OF OR UNAUTHORIZED ACCESS TO THE SITE OR RELATED INFORMATION OR PROGRAMS. SOME JURISDICTIONS DO NOT ALLOW SOME OR ALL OF THE FOREGOING EXCLUSION OF CERTAIN WARRANTIES, AND THEREFORE SOME OF THE FOREGOING EXCLUSIONS MAY NOT APPLY TO YOU. THIS SECTION 9 SURVIVES EXPIRATION OR TERMINATION OF THIS EXTRANET ACCESS AGREEMENT.

Disclaimers and Limitation of Liability. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES IN SECTION 6.01AS EXPRESSLY SET FORTH HEREIN, ALL LICENSES SERVICES TO BE PROVIDED BY FLG AND RIGHTS GRANTED HEREIN FLG MEMBER (FOR PURPOSES OF THIS PARAGRAPH 6, COLLECTIVELY “FLG”) HEREUNDER ARE MADE ON AN PROVIDED “AS IS” BASISWITHOUT ANY WARRANTY WHATSOEVER. CLIENT RECOGNIZES THAT THE “AS IS” CLAUSE OF THIS AGREEMENT IS AN IMPORTANT PART OF THE BASIS OF THIS AGREEMENT, AND WITHOUT WHICH FLG WOULD NOT HAVE AGREED TO ENTER INTO THIS AGREEMENT. FLG EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, TERMS OR CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE PARTIES EACH HEREBY DISCLAIM ANY EXPRESS OR IMPLIED REPRESENTATIONS OR PROFESSIONAL SERVICES, INCLUDING ANY, WARRANTIES OF ANY KINDMERCHANTABILITY, INCLUDING WITHOUT LIMITATION, THOSE REGARDING MERCHANTABILITYTITLE, FITNESS FOR A PARTICULAR PURPOSEPURPOSE AND INFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT REGARDING THE SERVICES PROVIDED HEREUNDER SHALL BE DEEMED A WARRANTY FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF FLG WHATSOEVER. IN NO EVENT SHALL FLG BE LIABLE FOR ANY INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO: LOST PROFITS; REVENUE OR SAVINGS; WAIVER BY CLIENT, WHETHER INADVERTENT OR INTENTIONAL, OF CLIENT’S ATTORNEY-CLIENT PRIVILEGE THROUGH CLIENT’S DISCLOSURE OF LEGALLY PRIVILEGED INFORMATION TO FLG; OR THE LOSS, THEFT, TRANSMISSION OR USE, AUTHORIZED OR OTHERWISE, OF ANY DATA, EVEN IF CLIENT OR FLG HAVE BEEN ADVISED OF, KNEW, OR SHOULD HAVE KNOWN, OF NON-INFRINGEMENTTHE POSSIBILITY THEREOF. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, CALYXT FLG’S AGGREGATE CUMULATIVE LIABILITY HEREUNDER, WHETHER IN CONTRACT, TORT, NEGLIGENCE, MISREPRESENTATION, STRICT LIABILITY OR OTHERWISE, SHALL NOT EXCEED AN AMOUNT EQUAL TO THE LAST TWO (2) MONTHS OF FEES PAYABLE BY CLIENT UNDER PARAGRAPH 0(A) OF THIS AGREEMENT. CLIENT ACKNOWLEDGES AND AGREES THAT ALL RIGHTS GRANTED TO CALYXT THE COMPENSATION PAID BY IT UNDER THIS AGREEMENT ARE SUBJECT REFLECTS THE ALLOCATION OF RISK SET FORTH IN ALL RESPECTS THIS AGREEMENT AND THAT FLG WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. THIS PARAGRAPH SHALL NOT APPLY TO ANY AND ALL LICENSES OR OTHER RIGHTS GRANTED BY CELLECTIS OR ANY OF ITS AFFILIATES TO ANY THIRD PARTIES EITHER PARTY WITH RESPECT TO ANY LICENSED CELLECTIS IP AS A BREACH OF OR PRIOR TO THE EFFECTIVE DATE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR OTHERWISE RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGESITS CONFIDENTIALITY OBLIGATIONS.

Disclaimers and Limitation of Liability. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES IN SECTION 6.01Notwithstanding anything herein to the contrary, ALL LICENSES AND RIGHTS GRANTED HEREIN ARE MADE ON AN “CTD shall have no responsibility or liability under any warranty or indemnity with respect to any Goods that have been: (a) mishandled, neglected or abused by Buyer, including Buyer’s employees and agents; (b) repaired, modified or altered in any respect other than by CTD; or (c) operated or used in any way other than for their intended purpose. Furthermore, (i) this warranty does not include defects resulting from, but not limited to, Buyer supplied design, test data or diagnostics; and (ii) prototypes and pre-production/pilot products are provided on an "AS IS” BASIS" basis without any warranty or indemnification. IN NO EVENT SHALL CTD BE LIABLE TO BUYER, AND THE PARTIES EACH HEREBY DISCLAIM IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE), UNDER ANY EXPRESS WARRANTY OR IMPLIED REPRESENTATIONS OTHERWISE, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR WARRANTIES OF ANY KINDPUNITIVE LOSSES OR DAMAGES, INCLUDING WITHOUT LIMITATIONLIMITATION LOSS OF USE OR LOST PROFITS. THE WARRANTIES AND INDEMNITIES STATED HEREIN CONSTITUTE CTD’S SOLE LIABILITY AND BUYER’S SOLE REMEDY WITH RESPECT TO THE GOODS SOLD HEREUNDER. EXCEPT AS THUS PROVIDED, THOSE REGARDING CTD DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OF NON-INFRINGEMENT. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARYNONINFRINGEMENT, CALYXT ACKNOWLEDGES AND AGREES THAT ALL RIGHTS GRANTED TO CALYXT UNDER THIS AGREEMENT ARE SUBJECT IN ALL RESPECTS TO ANY AND ALL LICENSES REPRESENTATIONS OR OTHER RIGHTS GRANTED BY CELLECTIS WARRANTIES ARISING FROM COURSE OF DEALING OR ANY USAGE OF ITS AFFILIATES TO ANY THIRD PARTIES WITH RESPECT TO ANY LICENSED CELLECTIS IP AS OF TRADE. THE REMEDIES EXPRESSLY PROVIDED HEREIN ARE BUYER’S SOLE AND EXCLUSIVE REMEDIES, WHETHER CLAIMS ARE BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR PRIOR TO THE EFFECTIVE DATESTRICT LIABILITY) OR OTHERWISE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY IN NO EVENT SHALL BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR OTHERWISE RELATED CTD’S LIABILITY IN CONNECTION WITH THIS AGREEMENT EXCEED THE AGGREGATE PURCHASE PRICE PAID TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF CTD BY BUYER PURSUANT TO THE POSSIBILITY OF SUCH DAMAGESAPPLICABLE PURCHASE ORDER.

Disclaimers and Limitation of Liability. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES IN SECTION 6.01AS EXPRESSLY SET FORTH HEREIN, ALL LICENSES SERVICES TO BE PROVIDED BY FLG AND RIGHTS GRANTED HEREIN FLG MEMBER (FOR PURPOSES OF THIS PARAGRAPH 6, COLLECTIVELY “FLG”) HEREUNDER ARE MADE ON AN PROVIDED “AS IS” BASISWITHOUT ANY WARRANTY WHATSOEVER. CLIENT RECOGNIZES THAT THE “AS IS” CLAUSE OF THIS AGREEMENT IS AN IMPORTANT PART OF THE BASIS OF THIS AGREEMENT, AND WITHOUT WHICH FLG WOULD NOT HAVE AGREED TO ENTER INTO THIS AGREEMENT. FLG EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, TERMS OR CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE PARTIES EACH HEREBY DISCLAIM ANY EXPRESS OR IMPLIED REPRESENTATIONS OR PROFESSIONAL SERVICES, INCLUDING ANY, WARRANTIES OF ANY KINDMERCHANTABILITY, INCLUDING WITHOUT LIMITATION, THOSE REGARDING MERCHANTABILITYTITLE, FITNESS FOR A PARTICULAR PURPOSEPURPOSE AND INFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT REGARDING THE SERVICES PROVIDED HEREUNDER SHALL BE DEEMED A WARRANTY FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF FLG WHATSOEVER. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO: LOST PROFITS; REVENUE OR SAVINGS; WAIVER BY CLIENT, WHETHER INADVERTENT OR INTENTIONAL, OF CLIENT’S ATTORNEY-CLIENT PRIVILEGE THROUGH CLIENT’S DISCLOSURE OF LEGALLY PRIVILEGED INFORMATION TO FLG; OR THE LOSS, THEFT, TRANSMISSION OR USE, AUTHORIZED OR OTHERWISE, OF ANY DATA, EVEN IF CLIENT OR FLG HAVE BEEN ADVISED OF, KNEW, OR SHOULD HAVE KNOWN, OF NON-INFRINGEMENTTHE POSSIBILITY THEREOF. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, CALYXT FLG’S AGGREGATE CUMULATIVE LIABILITY HEREUNDER, WHETHER IN CONTRACT, TORT, NEGLIGENCE, MISREPRESENTATION, STRICT LIABILITY OR OTHERWISE, SHALL NOT EXCEED AN AMOUNT EQUAL TO THE LAST TWO (2) MONTHS OF FEES PAYABLE BY CLIENT UNDER PARAGRAPH 2(A) OF THIS AGREEMENT. CLIENT ACKNOWLEDGES AND AGREES THAT ALL RIGHTS GRANTED TO CALYXT THE COMPENSATION PAID BY IT UNDER THIS AGREEMENT ARE SUBJECT REFLECTS THE ALLOCATION OF RISK SET FORTH IN ALL RESPECTS THIS AGREEMENT AND THAT FLG WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. THIS PARAGRAPH SHALL NOT APPLY TO ANY AND ALL LICENSES OR OTHER RIGHTS GRANTED BY CELLECTIS OR ANY OF ITS AFFILIATES TO ANY THIRD PARTIES EITHER PARTY WITH RESPECT TO ANY LICENSED CELLECTIS IP AS A BREACH OF OR PRIOR TO THE EFFECTIVE DATE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR OTHERWISE RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGESITS CONFIDENTIALITY OBLIGATIONS.

Disclaimers and Limitation of Liability. EXCEPT FOR USER UNDERSTANDS AND AGREES THAT THE REPRESENTATIONS PLATFORM, ITS COMPONENTS, INTERFACES, ANY RELATED EQUIPMENT, ANY DOCUMENTATION, DATA AND WARRANTIES IN SECTION 6.01, ALL LICENSES OTHER MATERIALS AND RIGHTS GRANTED HEREIN THE EXISTING TECHNOLOGY ARE MADE ON AN PROVIDED “AS IS” BASIS”. THE BCM PARTIES AND ANY THRIRD-PARTY PROVIDERS SPECIFICALLY DISCLAIM, AND THE PARTIES EACH HEREBY DISCLAIM ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WITHOUT LIMITATION, ALL WARRANTIES OF ANY KINDKIND TO USER, INCLUDING WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THOSE REGARDING MERCHANTABILITY, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR OF NON-INFRINGEMENTINFRINGEMENT (EXCEPT TO THE EXTENT EXPRESSLY SET FORTH IN SECTION 22 “INDEMNIFICATION” HEREOF) OR THOSE WARRANTIES ARISING FROM A COURSE OF PERFORMANCE, A COURSE OF DEALING OR TRADE USAGE. NOTWITHSTANDING ANYTHING THE BCM PARTIES AND ANY THIRD-PARTY PROVIDERS MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION ON THE PLATFORM OR AS TO THE RESULTS TO BE ATTAINED BY USER FROM ACCESS TO OR USE OF THE PLATFORM. THE BCM PARTIES AND ANY THIRD PARTY PROVIDERS SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY CLAIMS RELATING TO ANY SOFTWARE, ANY TECHNOLOGY, ANY EQUIPMENT, THE PLATFORM, THE EXISTING TECHNOLOGY, DATA OR ANY OTHER INFORMATION, MATERIALS, CURRENCY OR THAT THE PLATFORM MEETS USER’S REQUIREMENTS OR SHALL BE UNINTERRUPTED, TIMELY, SECURE, COMPLETE, ACCURATE OR FREE FROM ERRORS OR DEFECTS. THE BCM PARTIES MAKE NO WARRANTIES AS TO THE LIFE OF ANY URL GENERATED OR PUBLISHED. USER ACKNOWLEDGES THAT CERTAIN SOFTWARE AND EQUIPMENT USED BY USER MAY NOT BE CAPABLE OF SUPPORTING CERTAIN FEATURES OF THE PLATFORM. USER HEREBY ACKNOWLEDGES THAT USER HAS NOT RELIED UPON ANY REPRESENTATIONS OR WARRANTIES MADE BY THE BCM PARTIES AND ANY THIRD-PARTY PROVIDERS EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT AGREEMENT. NONE OF THE BCM PARTIES OR ANY THIRD-PARTY PROVIDERS RECOMMENDS, ENDORSES, ADVOCATES OR SPONSORS ANY OF THE CURRENCIES, CURRENCY PAIRS OR FOREIGN CURRENCY TRANSACTIONS APPEARING ON OR MADE THROUGH THE PLATFORM. USER ACKNOWLEDGES THE SUBSTANTIAL RISKS ASSOCIATED WITH FOREIGN EXCHANGE MARKETS AND TRADING TRANSACTIONS. BCM IS NOT AN AUTHORISED FINANCIAL ADVISOR OR REPRESENTATIVE AND DOES NOT GIVE FINANCIAL, TAX, EMPLOYMENT, LEGAL OR INVESTMENT ADVICE. ANY PRICE INFORMATION, QUOTES, FORECASTS, RETURN ESTIMATES OR INDICATIONS OF PAST PERFORMANCE ARE FOR INFORMATION PURPOSES ONLY AND DO NOT GUARANTEE FUTURE PERFORMANCE AND DO NOT CONSTITUTE AN OFFER TO BUY OR SELL OR ANY SOLICITATION OF AN OFFER TO BUY OR SELL ANY CURRENCIES, CURRENCY PAIRS OR OTHER PROPERTY, NOR TO ENTER INTO ANY FOREIGN CURRENCY EXCHANGE TRANSACTION. THE PLATFORM SHALL NOT SERVE AS THE PRIMARY BASIS FOR ANY OF THE USER’S INVESTMENT DECISIONS AND NONE OF THE BCM PARTIES SHALL BE DEEMED TO BE USER’SFINANCIAL ADVISOR OR FIDUCIARY. USER HEREBY ACKNOWLEDGES THAT ANY RELIANCE UPON ANY CONTENT OF THE PLATFORM SHALL BE AT USERS SOLE AND EXCLUSIVE RISK. THE PARTIES HERETO ACKNOWLEDGE THAT THE LIMITATIONS SET FORTH IN THIS SECTION ARE INTEGRAL TO THE CONTRARYAMOUNT OF FEES LEVIED BY THE PLATFORM, CALYXT ACKNOWLEDGES AND THAT, WERE THE BCM PARTIES TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS EXPRESSLEY SET FORTH HEREIN, SUCH FEES WOULD OF NECESSITY BE SET SUBSTANTIALLY HIGHER. USER UNDERSTANDS AND AGREES THAT ALL RIGHTS GRANTED TO CALYXT UNDER THIS AGREEMENT ARE SUBJECT IN ALL RESPECTS TO ANY AND ALL LICENSES OR OTHER RIGHTS GRANTED BY CELLECTIS OR ANY OF ITS AFFILIATES TO ANY THIRD THE BCM PARTIES WITH RESPECT TO ANY LICENSED CELLECTIS IP AS OF OR PRIOR TO THE EFFECTIVE DATE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY HAVE NO LIABILITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOST DATA, LOSS OF USE OF THE PLATFORM, BUSINESS INTERRUPTION, LOSS OF BUSINESS REPUTATION OR GOODWILL, COSTS OF SUBSTITUTE SERVICES, OR DOWNTIME COSTS) SUFFERED BY USER, USER AFFILIATES AND ANY KIND ARISING OUT OF OR OTHERWISE RELATED TO THIS AGREEMENTOTHER PERSON, EVEN IF SUCH PARTY ONE OR MORE BCM HAS OR HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGESDAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, EXCEPT TO THE EXTENT SET FORTH IN SECTION 22(B) HEREOF, THE AGGREGATE LIABILITY OF THE BCM PARTIES FOR DAMAGES FOR ANY CAUSE WHATSOEVER RELATING TO OR ARISING OUT OF THIS AGREEMENT OR THE PLATFORM, AND REGARDLESS OF THE FORM OF ACTION, SHALL BE LIMITED TO $25,000. THE BCM PARTIES SHALL HAVE NO LIABILITY TO USER IN CONNECTION WITH THE FAILURE BY ANY OTHER PERSON TO PERFORM ANY TRANSACTION EXECUTED VIA THE PLATFORM OR THE FAILURE OF ANY OTHER PERSON TO COMPLY WITH THE TRADING POLICIES AND PROCEDURES, THE MARGIN POLICIES AND PROCEDURES OR ITS AGREEMENTS WITH BCM REGARDING ACCESS TO OR USE OF THE ACCESS METHOD OR THE PLATFORM.

Disclaimers and Limitation of Liability. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES IN SECTION 6.01, ALL LICENSES AND RIGHTS GRANTED HEREIN MATERIALS ON THE WEBSITE ARE MADE ON AN PROVIDED “AS IS” BASIS, AND THE PARTIES EACH HEREBY DISCLAIM ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WITHOUT WARRANTIES OF ANY KINDKIND EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATIONBUT NOT LIMITED TO ANY WARRANTIES OF ACCURACY, THOSE REGARDING RELIABILITY, TITLE, MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSEPURPOSE OR ANY OTHER WARRANTY, CONDITION, GUARANTEE OR REPRESENTATION, WHETHER ORAL, IN WRITING, OR OF NON-INFRINGEMENTIN ELECTRONIC FORM. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT WE DO NOT REPRESENT OR WARRANT THAT ACCESS TO THE CONTRARYWEBSITE WILL BE UNINTERRUPTED OR THAT THERE WILL BE NO FAILURES, CALYXT ACKNOWLEDGES AND AGREES ERRORS OR OMISSIONS OR LOSS OF TRANSMITTED INFORMATION, OR THAT ALL RIGHTS GRANTED NO VIRUSES WILL BE TRANSMITTED THROUGH THE WEBSITE. WE SHALL NOT BE LIABLE TO CALYXT UNDER THIS AGREEMENT ARE SUBJECT IN ALL RESPECTS TO ANY AND ALL LICENSES YOU OR OTHER RIGHTS GRANTED BY CELLECTIS OR ANY OF ITS AFFILIATES TO ANY THIRD PARTIES WITH RESPECT TO ANY LICENSED CELLECTIS IP AS OF OR PRIOR TO THE EFFECTIVE DATE. TO THE EXTENT PERMITTED BY APPLICABLE LAWFOR DIRECT, NEITHER PARTY SHALL BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR CONSEQUENTIAL PUNITIVE DAMAGES OF ANY KIND ALLEGEDLY SUSTAINED ARISING OUT OF YOUR ACCESS TO OR OTHERWISE RELATED INABILITY TO THIS AGREEMENTACCESS THE WEBSITE, EVEN IF SUCH PARTY HAS INCLUDING FOR VIRUSES ALLEGED TO HAVE BEEN ADVISED OBTAINED THROUGH THE WEBSITE, YOUR USE OF OR RELIANCE UPON THE WEBSITE OR ANY OF THE POSSIBILITY INFORMATION OR MATERIALS AVAILABLE ON THE WEBSITE, REGARDLESS OF SUCH DAMAGES.THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION. YOU ACKNOWLEDGE THAT IN CONNECTION WITH YOUR USE OF THE WEBSITE, INFORMATION WILL BE TRANSMITTED OVER NETWORKS, ROUTERS, SERVERS AND OTHER DEVICES OWNED, MAINTAINED OR SERVICED BY THIRD PARTIES OVER WHICH WE HAVE NO CONTROL. ACCORDINGLY, WE WILL NOT BE LIABLE FOR OR RELATING TO THE DELAY, FAILURE, INTERRUPTION OR CORRUPTION OF ANY DATA OR OTHER INFORMATION TRANSMITTED IN CONNECTION WITH USE OF THE WEBSITE. Proprietary Rights All content included on or comprising the Website, including information, data, software, photographs, graphs, videos, typefaces, graphics, music, sounds and other material (collectively, “Content”) is protected by and subject to trademark, service xxxx, trade dress, copyright and/or other intellectual property rights or licenses held by the Company, one of its affiliates, or by third parties, and these rights are valid and protected in all forms, media and technologies existing now or developed in the future. All Content is protected as a collective work under U.S. and international copyright laws, and the Company owns, to the fullest extent allowed by such laws, the copyright in the selection, coordination, arrangement, and enhancement of all Content. You may not use material displayed on the Website for any commercial purposes without the written permission of one of our authorized representatives. Except as expressly authorized or licensed, you may not copy, modify, remove, delete, augment, add to, publish, transmit, participate in the transfer or sale, lease or rental of, create derivative works from or in any way exploit any of the Content, in whole or in part. The Company logos and other trademarks on the Website are the property of their respective owners and are owned by, licensed to, or, where required, used with permission by the Company and may not be reproduced, copied, or manipulated in any manner without the express, written approval of the trademark owner. Notification of Copyright Infringement Under the Digital Millennium Copyright Act It is our policy to respond to and investigate notices of alleged copyright infringement by third parties and take appropriate action under the Digital Millennium Copyright Act, Xxxxx 00, Xxxxxx Xxxxxx Code, Section 512(c)(2) (the “DMCA”), where applicable. Pursuant to the DMCA, notifications of claimed copyright infringement by third parties should be sent to our DMCA Agent. If you believe that your copyrighted work has been infringed under U.S. copyright law and is accessible on this Website, please notify us by contacting our DMCA Agent at the contact information below. Effective notifications under the DMCA must be in writing and include the following information:

Disclaimers and Limitation of Liability. EXCEPT FOR (a) YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE REPRESENTATIONS SITE AND WARRANTIES IN SECTION 6.01SERVICES IS AT YOUR SOLE RISK, ALL LICENSES AND RIGHTS GRANTED HEREIN ARE MADE ON AN THAT THE SITE IS PROVIDED “AS IS” BASIS, AND THE PARTIES EACH HEREBY DISCLAIM ANY EXPRESS OR IMPLIED REPRESENTATIONS OR “AS AVAILABLE” WITH ALL FAULTS AND WITHOUT WARRANTIES OF ANY KIND, INCLUDING WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE MAKE NO EXPRESS WARRANTIES AND HEREBY DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE SITE AND/OR THE SERVICES AS A WHOLE, AND ANY PART OF EACH (INCLUDING, WITHOUT LIMITATION, THOSE REGARDING THE SITE OR ANY EXTERNAL WEBSITES), INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OF NON-INFRINGEMENT, CORRECTNESS, ACCURACY, OR RELIABILITY. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE, OUR SUBSIDIARIES, AFFILIATES, AND LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (i) YOUR ACCESS TO OR USE OF THE CONTRARYSITE WILL MEET YOUR REQUIREMENTS, CALYXT ACKNOWLEDGES AND AGREES THAT ALL RIGHTS GRANTED (ii) YOUR ACCESS TO CALYXT UNDER THIS AGREEMENT OR USE OF THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, (iii) USAGE DATA PROVIDED THROUGH THE SITE WILL BE ACCURATE, (iv) THE SITE OR ANY CONTENT OR FEATURES MADE AVAILABLE ON OR THROUGH THE SITE ARE SUBJECT IN ALL RESPECTS TO ANY AND ALL LICENSES FREE OF VIRUSES OR OTHER RIGHTS GRANTED BY CELLECTIS OR ANY OF ITS AFFILIATES TO ANY THIRD PARTIES WITH RESPECT TO ANY LICENSED CELLECTIS IP AS OF OR PRIOR TO THE EFFECTIVE DATE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, SPECIAL, INCIDENTALHARMFUL COMPONENTS, OR CONSEQUENTIAL DAMAGES (IV) THAT ANY DATA THAT YOU DISCLOSE WHEN YOU USE THE SITE WILL BE SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF ANY KIND ARISING OUT OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO SOME OR OTHERWISE RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED ALL OF THE POSSIBILITY OF SUCH DAMAGESABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

Disclaimers and Limitation of Liability. EXCEPT FOR THE REPRESENTATIONS WEBSITE IS PROVIDED BY US AND WARRANTIES IN SECTION 6.01, ALL LICENSES AND RIGHTS GRANTED HEREIN ARE MADE OUR WEBHOST ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, AND THE PARTIES EACH HEREBY WE DISCLAIM ANY EXPRESS OR ALL IMPLIED REPRESENTATIONS OR WARRANTIES, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION, THOSE REGARDING MERCHANTABILITY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, NEITHER WE NOR ANY SHORES GLOBAL LLC. PROVIDER MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED: (I) AS TO THE OPERATION OF THE WEBSITE, OR THE INFORMATION, CONTENT, MATERIALS OR PRODUCTS INCLUDED THEREON; (II) THAT USE OF NONTHE WEBSITE WILL BE 100% SECURE, UNINTERRUPTED OR ERROR-INFRINGEMENT. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT FREE; (III) AS TO THE CONTRARYACCURACY, CALYXT ACKNOWLEDGES AND AGREES RELIABILITY, OR CURRENCY OF ANY INFORMATION, CONTENT, SERVICE, OR MERCHANDISE PROVIDED THROUGH THE WEBSITE; OR (IV) THAT ALL RIGHTS GRANTED TO CALYXT UNDER THIS AGREEMENT THE WEBSITE, ITS SERVERS, OR EMAIL SENT FROM OR ON BEHALF OF SHORES GLOBAL LLC. ARE SUBJECT IN ALL RESPECTS TO ANY AND ALL LICENSES FREE OF VIRUSES OR OTHER RIGHTS GRANTED BY CELLECTIS HARMFUL COMPONENTS. UNDER NO CIRCUMSTANCES SHALL WE OR ANY OF ITS AFFILIATES TO SHORES GLOBAL LLC PROVIDER BE LIABLE FOR ANY THIRD PARTIES WITH RESPECT TO ANY LICENSED CELLECTIS IP AS DAMAGES THAT RESULT FROM THE USE OF OR PRIOR INABILITY TO USE THE EFFECTIVE DATEWEBSITE, INCLUDING BUT NOT LIMITED TO RELIANCE BY A USER ON ANY INFORMATION OBTAINED FROM THE WEBSITE OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO RECORDS, PROGRAMS, OR SERVICES. YOU HEREBY ACKNOWLEDGES THAT THIS PARAGRAPH SHALL APPLY TO ALL CONTENT, MERCHANDISE, AND SERVICES AVAILABLE THROUGH THE EXTENT PERMITTED BY APPLICABLE LAW, WEBSITE. NEITHER PARTY SHALL WE NOR ANY SHORES PROVIDER WILL BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING FROM THE USE OF THE WEBSITE OR THE PURCHASE OF ANY KIND ARISING OUT OF OR OTHERWISE RELATED TO THIS AGREEMENTPRODUCT THEREFROM, EVEN IF WE OR SUCH PARTY SHORES PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES WILL SHORES BE LIABLE TO YOU FOR MORE THAN THE AMOUNT YOU HAVE PAID SHORES IN THE ONE HUNDRED AND EIGHTY (180) DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM AND IF YOU HAVE NOT PAID ANY AMOUNTS DURING THAT TIME PERIOD, YOU ACKNOWLEDGE THAT YOUR SOLE REMEDY SHALL BE TO CEASE USING THE SERVICES AND TERMINATE YOUR ACCOUNT. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO A USER, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO SUCH USER, AND SUCH USER MAY HAVE ADDITIONAL RIGHTS.

Disclaimers and Limitation of Liability. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES IN SECTION 6.01AS EXPRESSLY SET FORTH HEREIN, ALL LICENSES SERVICES TO BE PROVIDED BY FLG AND RIGHTS GRANTED HEREIN FLG MEMBER (FOR PURPOSES OF THIS PARAGRAPH 6, COLLECTIVELY “FLG”) HEREUNDER ARE MADE ON AN PROVIDED “AS IS” BASISWITHOUT ANY WARRANTY WHATSOEVER. CLIENT RECOGNIZES THAT THE “AS IS” CLAUSE OF THIS AGREEMENT IS AN IMPORTANT PART OF THE BASIS OF THIS AGREEMENT, AND WITHOUT WHICH FLG WOULD NOT HAVE AGREED TO ENTER INTO THIS AGREEMENT. FLG EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, TERMS OR CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE PARTIES EACH HEREBY DISCLAIM PROFESSIONAL SERVICES, INCLUDING ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KINDMERCHANTABILITY, INCLUDING WITHOUT LIMITATION, THOSE REGARDING MERCHANTABILITYTITLE, FITNESS FOR A PARTICULAR PURPOSEPURPOSE AND INFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT REGARDING THE SERVICES PROVIDED HEREUNDER SHALL BE DEEMED A WARRANTY FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF FLG WHATSOEVER. IN NO EVENT SHALL FLG BE LIABLE FOR ANY INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO:LOST PROFITS; REVENUE OR SAVINGS; WAIVER BY CLIENT, WHETHER INADVERTENT OR INTENTIONAL, OF CLIENT’S ATTORNEY-CLIENT PRIVILEGE THROUGH CLIENT’S DISCLOSURE OF LEGALLY PRIVILEGED INFORMATION TO FLG; OR THE LOSS, THEFT, TRANSMISSION OR USE, AUTHORIZED OR OTHERWISE, OF ANY DATA, EVEN IF CLIENT OR FLG HAVE BEEN ADVISED OF, KNEW, OR SHOULD HAVE KNOWN, OF NON-INFRINGEMENTTHE POSSIBILITY THEREOF. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, CALYXT FLG’S AGGREGATE CUMULATIVE LIABILITY HEREUNDER, WHETHER IN CONTRACT, TORT, NEGLIGENCE, MISREPRESENTATION, STRICT LIABILITY OR OTHERWISE, SHALL NOT EXCEED AN AMOUNT EQUAL TO THE LAST TWO (2) MONTHS OF FEES PAYABLE BY CLIENT UNDER PARAGRAPH 2(A) OF THIS AGREEMENT. CLIENT ACKNOWLEDGES AND AGREES THAT ALL RIGHTS GRANTED TO CALYXT THE COMPENSATION PAID BY IT UNDER THIS AGREEMENT ARE SUBJECT REFLECTS THE ALLOCATION OF RISK SET FORTH IN ALL RESPECTS THIS AGREEMENT AND THAT FLG WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. THIS PARAGRAPH SHALL NOT APPLY TO ANY AND ALL LICENSES OR OTHER RIGHTS GRANTED BY CELLECTIS OR ANY OF ITS AFFILIATES TO ANY THIRD PARTIES EITHER PARTY WITH RESPECT TO ANY LICENSED CELLECTIS IP AS A BREACH OF OR PRIOR TO THE EFFECTIVE DATE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR OTHERWISE RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGESITS CONFIDENTIALITY OBLIGATIONS.

Disclaimers and Limitation of Liability. EXCEPT 8.1 CUSTOMER IS SOLELY RESPONSIBLE FOR ITS USE OF THE REPRESENTATIONS SOFTWARE AND WARRANTIES SHALL AT ALL TIMES USE THE SOFTWARE IN SECTION 6.01COMPLIANCE WITH ALL APPLICABLE LAWS. THE PRODUCTS, ALL LICENSES SERVICES, AND RIGHTS GRANTED HEREIN DOCUMENTATION ARE MADE PROVIDED TO CUSTOMER ON AN "AS IS" AND “AS ISAVAILABLE” BASISBASIS ONLY, AND THE PARTIES EACH HEREBY DISCLAIM ANY EXPRESS OR IMPLIED BOMGAR MAKES NO PROMISES, REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESSED OR IMPLIED, REGARDING OR RELATING TO THE SAME, OR TO ANY OTHER MATERIAL FURNISHED OR PROVIDED TO CUSTOMER PURSUANT TO THIS XXXX OR OTHERWISE. TO THE MAXIMUM EXTENT ALLOWED BY LAW, BOMGAR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION, THOSE REGARDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT WITH RESPECT TO PRODUCTS AND SERVICES OR THE USE THEREOF. BOMGAR DOES NOT WARRANT OR REPRESENT THAT THE OPERATION OF THE PRODUCTS WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ANY DEFECTS IN THE PRODUCTS OR DOCUMENTATION ARE CORRECTABLE OR WILL BE CORRECTED. BOMGAR SHALL HAVE NO RESPONSIBILITIES OR LIABILITY FOR INCORRECT DATA OR INFORMATION INPUT INTO THE SOFTWARE OR FOR ERRORS IN OUTPUT, CALCULATIONS, OR RESULTS CAUSED BY THE SAME OR THE HARDWARE OR THIRD PARTY SOFTWARE. BOMGAR DOES NOT WARRANT THAT THERE ARE NO DISCREPANCIES BETWEEN THE SOFTWARE AND DOCUMENTATION. BOMGAR PROVIDES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, CALYXT ACKNOWLEDGES AND AGREES THAT ALL RIGHTS GRANTED TO CALYXT UNDER THIS AGREEMENT ARE SUBJECT IN ALL RESPECTS TO ANY AND ALL LICENSES OR OTHER RIGHTS GRANTED BY CELLECTIS OR ANY OF ITS AFFILIATES TO ANY THIRD PARTIES WITH RESPECT TO ANY LICENSED CELLECTIS IP AS OF OR PRIOR TO THIRD PARTY SOFTWARE. CUSTOMER ACKNOWLEDGES THAT THE EFFECTIVE DATE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR OTHERWISE RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED RECORDING FEATURES OF THE POSSIBILITY SOFTWARE MAY SUBJECT CUSTOMER TO LAWS AND/OR REGULATIONS REGARDING THE RECORDING OF COMMUNICATIONS, AND CUSTOMER ACKNOWLEDGES THAT IT IS SOLELY RESPONSIBLE FOR COMPLIANCE WITH SUCH DAMAGESLAWS AND/OR REGULATIONS.

Disclaimers and Limitation of Liability. EXCEPT ALL SERVICES TO BE PROVIDED BY FLG AND FLG MEMBER (FOR THE REPRESENTATIONS AND WARRANTIES IN SECTION 6.01PURPOSES OF THIS PARAGRAPH 6, ALL LICENSES AND RIGHTS GRANTED HEREIN COLLECTIVELY “FLG”) HEREUNDER ARE MADE ON AN PROVIDED “AS IS” BASISWITHOUT ANY WARRANTY WHATSOEVER. CLIENT RECOGNIZES THAT THE “AS IS” CLAUSE OF THIS AGREEMENT IS AN IMPORTANT PART OF THE BASIS OF THIS AGREEMENT, AND WITHOUT WHICH FLG WOULD NOT HAVE AGREED TO ENTER INTO THIS AGREEMENT. FLG EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, TERMS OR CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE PARTIES EACH HEREBY DISCLAIM ANY EXPRESS OR IMPLIED REPRESENTATIONS OR PROFESSIONAL SERVICES, INCLUDING ANY, WARRANTIES OF ANY KINDMERCHANTABILITY, INCLUDING WITHOUT LIMITATION, THOSE REGARDING MERCHANTABILITYTITLE, FITNESS FOR A PARTICULAR PURPOSEPURPOSE AND INFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, REGARDING THE SERVICES PROVIDED HEREUNDER SHALL BE DEEMED A WARRANTY FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF FLG WHATSOEVER. IN NO EVENT SHALL FLG BE LIABLE FOR ANY INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO: LOST PROFITS; REVENUE OR SAVINGS; OR THE LOSS OF USE OF ANY DATA, EVEN IF CLIENT OR FLG HAVE BEEN ADVISED OF, KNEW, OR SHOULD HAVE KNOWN, OF NON-INFRINGEMENTTHE POSSIBILITY THEREOF; PROVIDED, HOWEVER, NOTHING CONTAINED HEREIN SHALL RELIEVE FLG OR ITS MEMBER PERFORMING SERVICES FOR CLIENT FROM ANY LIABILITY OR RESPONSIBILITY FOR ITS GROSS NEGLIGENCE, FRAUD, WILLFUL MISCONDUCT OR OTHER ACTION THAT WOULD CONSTITUTE A VIOLATION OF ANY LAW, STATUTE, RULE OR REGULATION. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, CALYXT FLG’S AGGREGATE CUMULATIVE LIABILITY HEREUNDER, WHETHER IN CONTRACT, TORT, NEGLIGENCE, MISREPRESENTATION, STRICT LIABILITY OR OTHERWISE, SHALL NOT EXCEED AN AMOUNT EQUAL TO THREE (3) MONTHS OF FEES PAYABLE BY CLIENT UNDER PARAGRAPH 2(A) OF THIS AGREEMENT. CLIENT ACKNOWLEDGES AND AGREES THAT ALL RIGHTS GRANTED TO CALYXT THE COMPENSATION PAID BY IT UNDER THIS AGREEMENT ARE SUBJECT REFLECTS THE ALLOCATION OF RISK SET FORTH IN ALL RESPECTS TO ANY THIS AGREEMENT AND ALL LICENSES OR OTHER RIGHTS GRANTED BY CELLECTIS OR ANY OF THAT FLG WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS AFFILIATES TO ANY THIRD PARTIES WITH RESPECT TO ANY LICENSED CELLECTIS IP AS OF OR PRIOR TO THE EFFECTIVE DATE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR OTHERWISE RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGESLIABILITY.

Disclaimers and Limitation of Liability. EXCEPT FOR AS SPECIFICALLY PROVIDED HEREIN, THE REPRESENTATIONS AND WARRANTIES IN SECTION 6.01, ALL LICENSES AND RIGHTS GRANTED HEREIN SERVICES ARE MADE ON AN “PROVIDED "AS IS” BASIS, AND THE PARTIES EACH HEREBY DISCLAIM ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES " WITHOUT WARRANTY OF ANY KIND. ITI DOES NOT WARRANT THAT THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS OR THAT THEIR OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE. TO THE FULLEST EXTENT PERMITTED BY LAW, INCLUDING ITI HEREBY DISCLAIMS (FOR ITSELF AND ITS SUPPLIERS) ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE SERVICES INCLUDING, WITHOUT LIMITATION, THOSE REGARDING MERCHANTABILITYALL IMPLIED WARRANTIES OF TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR OF NON-INFRINGEMENT. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, CALYXT ACKNOWLEDGES AND AGREES THAT ALL RIGHTS GRANTED TO CALYXT UNDER THIS AGREEMENT ARE SUBJECT IN ALL RESPECTS TO QUIET ENJOYMENT, INTEGRATION, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND ALL LICENSES WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR OTHER RIGHTS GRANTED BY CELLECTIS USAGE OF TRADE. EXCEPT FOR DEATH, BODILY INJURY OR ANY OF ITS AFFILIATES TO ANY THIRD PARTIES WITH RESPECT TO ANY LICENSED CELLECTIS IP AS OF FRAUD, OR PRIOR TO THE EFFECTIVE DATE. TO THE EXTENT PERMITTED THAT ANY EXCLUSION OR LIMITATION OF ITS LIABILITY IS VOID, PROHIBITED OR UNENFORCEABLE BY APPLICABLE LAW, NEITHER PARTY IN NO EVENT SHALL ITI BE LIABLE UNDER CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ANY LEGAL CLAIM OR EQUITABLE THEORY ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY (A) MATTER BEYOND ITS REASONABLE CONTROL (INCLUDING ANY ERROR OR DAMAGE ATTRIBUTABLE TO ANY NETWORK OR SYSTEM), (B) LOSS OR INACCURACY OF DATA, LOSS OR INTERRUPTION OF USE, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS OR SERVICES, (C) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF ANY KIND ARISING OUT BUSINESS, REVENUES, PROFITS OR GOODWILL, OR (D) DIRECT DAMAGES IN EXCESS OF OR OTHERWISE RELATED TO THIS AGREEMENT$50.00 IN THE AGGREGATE, EVEN IF SUCH PARTY ITI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN.

Disclaimers and Limitation of Liability. EXCEPT FOR Use of the App is entirely at your own risk and you assume full responsibility and risk of loss resulting in whole or in part from the use of, viewing, access to, interpreting of, relying on or downloading of the App and/or any Beats Therapeutics Content. We shall not be liable to you or to anyone else for any loss or damage caused in whole or in part by relying upon, using, or interpreting the content or other information obtained through the use of this App. We cannot and do not guarantee or warrant against errors, omissions, delays, interruptions or losses, including loss of data. You are solely responsible for any damages to your Device or loss of data that results from the download or use of the App. BEATS THERAPEUTICS IS NOT ENGAGED IN THE REPRESENTATIONS PRACTICE OF MEDICINE, DOES NOT PROVIDE MEDICAL OR HEALTHCARE SERVICES, AND WARRANTIES IS NOT A HEALTHCARE PROVIDER. NOTHING RELATING TO THE USE OF THE APP IS OR SHOULD BE CONSIDERED, OR USED AS A SUBSTITUTE FOR, MEDICAL ADVICE, DIAGNOSIS OR TREATMENT. YOU SHOULD ALWAYS SEEK THE ADVICE OF YOUR QUALIFIED HEALTHCARE PROFESSIONALS WITH ANY QUESTIONS OR CONCERNS THAT YOU MAY HAVE REGARDING YOUR INDIVIDUAL NEEDS AND ANY MEDICAL CONDITIONS. NEVER DISREGARD, AVOID OR DELAY IN SECTION 6.01OBTAINING MEDICAL ADVICE FROM YOUR DOCTOR OR OTHER QUALIFIED HEALTHCARE PROVIDER BECAUSE OF SOMETHING YOU HAVE READ OR ACCESSED THROUGH OUR APP OR WEBSITE. IF YOU ARE EXPERIENCING A MEDICAL EMERGENCY, ALL LICENSES YOU SHOULD CONTACT A DOCTOR IMMEDIATELY. OUR APP IS PROVIDED "AS IS" AND RIGHTS GRANTED HEREIN ARE MADE ON AN “"AS IS” BASIS, AND THE PARTIES EACH HEREBY DISCLAIM AVAILABLE" BASIS WITHOUT ANY EXPRESS OR IMPLIED REPRESENTATIONS REPRESENTATION OR WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED. TO THE FULLEST EXTENT ALLOWABLE UNDER APPLICABLE LAW, BEATS THERAPEUTICS DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATIONANY WARRANTIES THAT THE APP IS MERCHANTABLE, THOSE REGARDING MERCHANTABILITYRELIABLE, FITNESS ACCURATE, FIT FOR A PARTICULAR PURPOSEPURPOSE OR NEED, NON-INFRINGING OR FREE FROM DEFECTS OR ABLE TO OPERATE ON AN UNINTERRUPTED BASIS, OR THAT THE USE OF NON-INFRINGEMENTTHE APP IS SECURE OR IN COMPLIANCE WITH LAWS OR THAT USER INFORMATION TRANSMITTED IN CONNECTION WITH THE APP WILL BE SUCCESSFULLY, ACCURATELY OR SECURELY TRANSMITTED. NOTWITHSTANDING ANYTHING BEATS THERAPEUTICS NEITHER ENDORSES NOR IS RESPONSIBLE FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE OR STATEMENT ON THE APP, NOR FOR ANY OFFENSIVE, DEFAMATORY, OBSCENE, INDECENT, UNLAWFUL OR INFRINGING POSTING MADE THEREON BY ANYONE OTHER THAN AUTHORIZED BEATS THERAPEUTICS EMPLOYEE SPOKESPERSONS WHILE ACTING IN THIS AGREEMENT THEIR OFFICIAL CAPACITY (INCLUDING USER CONSENT POSTED BY OTHER USERS OF THE APP). TO THE CONTRARYFULLEST EXTENT ALLOWABLE UNDER APPLICABLE LAW, CALYXT ACKNOWLEDGES AND AGREES THAT ALL RIGHTS GRANTED TO CALYXT UNDER THIS AGREEMENT ARE SUBJECT IN ALL RESPECTS TO ANY AND ALL LICENSES NO EVENT SHALL BEATS THERAPEUTICS OR OTHER RIGHTS GRANTED BY CELLECTIS OR ANY OF ITS AFFILIATES OR AGENTS OR ANYONE INVOLVED IN CREATING OR PROVIDING THIS APP AND/OR RELATED CONTENT (A) BE LIABLE TO ANY THIRD PARTIES YOU WITH RESPECT TO ANY LICENSED CELLECTIS IP AS THE USE OF THE APP; AND/OR PRIOR TO THE EFFECTIVE DATE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL (B) BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL OTHER DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF ANY KIND ARISING OUT GOODWILL, LOST PROFITS, LOSS, THEFT OR CORRUPTION OF USER INFORMATION, THE INABILITY TO USE THE APP, OR OTHERWISE RELATED DEVICE FAILURE OR MALFUNCTION. YOUR SOLE REMEDY IS TO CEASE USE OF THE APP. BEATS THERAPEUTICS, ITS AFFILIATES AND AGENTS, AND ANYONE INVOLVED IN CREATING OR PROVIDING THIS AGREEMENT, APP SHALL NOT BE LIABLE EVEN IF SUCH PARTY ANY OF THEM OR ANY AUTHORIZED REPRESENTATIVE OF THEM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES OR INJURY CAUSED BY ERROR, OMISSION, INTERRUPTION, DEFECT, FAILURE OF PERFORMANCE, UNAUTHORIZED USE, DELAY IN OPERATION OR TRANSMISSION, LINE FAILURE, COMPUTER VIRUS, WORK, TROJAN HORSE OR OTHER HARM. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY PROVIDED ABOVE, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CERTAIN USERS. In the event that applicable law does not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental, consequential or other damages, our TOTAL AGGREGATE liability to you for any cause whatsoever and regardless of the form of the action, will at all times be limited to the payment paid by you to us in the 12 (twelve) months preceding your claim or claims. NOTHING IN THIS USER AGREEMENT WILL LIMIT OUR LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE.

Disclaimers and Limitation of Liability. EXCEPT 8.1 CUSTOMER IS SOLELY RESPONSIBLE FOR ITS USE OF THE REPRESENTATIONS SOFTWARE AND WARRANTIES SHALL AT ALL TIMES USE THE SOFTWARE IN SECTION 6.01COMPLIANCE WITH ALL APPLICABLE LAWS. THE PRODUCTS, ALL LICENSES SERVICES, AND RIGHTS GRANTED HEREIN DOCUMENTATION ARE MADE PROVIDED TO CUSTOMER ON AN "AS IS" AND “AS ISAVAILABLE” BASISBASIS ONLY, AND THE PARTIES EACH HEREBY DISCLAIM ANY EXPRESS OR IMPLIED XXXXXX MAKES NO PROMISES, REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESSED OR IMPLIED, REGARDING OR RELATING TO THE SAME, OR TO ANY OTHER MATERIAL FURNISHED OR PROVIDED TO CUSTOMER PURSUANT TO THIS XXXX OR OTHERWISE. TO THE MAXIMUM EXTENT ALLOWED BY LAW, XXXXXX SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION, THOSE REGARDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT WITH RESPECT TO PRODUCTS AND SERVICES OR THE USE THEREOF. XXXXXX DOES NOT WARRANT OR REPRESENT THAT THE OPERATION OF THE PRODUCTS WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ANY DEFECTS IN THE PRODUCTS OR DOCUMENTATION ARE CORRECTABLE OR WILL BE CORRECTED. BOMGAR SHALL HAVE NO RESPONSIBILITIES OR LIABILITY FOR INCORRECT DATA OR INFORMATION INPUT INTO THE SOFTWARE OR FOR ERRORS IN OUTPUT, CALCULATIONS, OR RESULTS CAUSED BY THE SAME OR THE HARDWARE OR THIRD PARTY SOFTWARE. XXXXXX DOES NOT WARRANT THAT THERE ARE NO DISCREPANCIES BETWEEN THE SOFTWARE AND DOCUMENTATION. BOMGAR PROVIDES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, CALYXT ACKNOWLEDGES AND AGREES THAT ALL RIGHTS GRANTED TO CALYXT UNDER THIS AGREEMENT ARE SUBJECT IN ALL RESPECTS TO ANY AND ALL LICENSES OR OTHER RIGHTS GRANTED BY CELLECTIS OR ANY OF ITS AFFILIATES TO ANY THIRD PARTIES WITH RESPECT TO ANY LICENSED CELLECTIS IP AS OF OR PRIOR TO THIRD PARTY SOFTWARE. CUSTOMER ACKNOWLEDGES THAT THE EFFECTIVE DATE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR OTHERWISE RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED RECORDING FEATURES OF THE POSSIBILITY SOFTWARE MAY SUBJECT CUSTOMER TO LAWS AND/OR REGULATIONS REGARDING THE RECORDING OF COMMUNICATIONS, AND CUSTOMER ACKNOWLEDGES THAT IT IS SOLELY RESPONSIBLE FOR COMPLIANCE WITH SUCH DAMAGESLAWS AND/OR REGULATIONS.

Disclaimers and Limitation of Liability. EXCEPT THIS SECTION DOES NOT AFFECT THE LEGAL WARRANTY PROVIDED FOR UNDER QUÉBEC LAW. THIS WEBSITE AND THE REPRESENTATIONS AND WARRANTIES IN SECTION 6.01, ALL LICENSES AND RIGHTS GRANTED MATERIALS PROVIDED HEREIN ARE MADE PROVIDED ON AN “AS IS” BASIS, AND THE PARTIES EACH HEREBY DISCLAIM ANY EXPRESS OR IMPLIED REPRESENTATIONS OR BASIS WITHOUT WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATIONEITHER EXPRESS OR IMPLIED. CARROSSIER PROCOLOR DISCLAIMS ALL WARRANTIES, THOSE REGARDING EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OF NONTITLE, AND ON-INFRINGEMENT. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, CALYXT ACKNOWLEDGES AND AGREES THAT ALL RIGHTS GRANTED TO CALYXT UNDER THIS AGREEMENT ARE SUBJECT IN ALL RESPECTS TO ANY AND ALL LICENSES OR OTHER RIGHTS GRANTED BY CELLECTIS OR ANY OF ITS AFFILIATES TO ANY THIRD PARTIES INFRINGEMENT WITH RESPECT TO ANY LICENSED CELLECTIS IP AS OF THE SITE AND MATERIALS, CONTENT, SERVICES AND PRODUCT ON THIS SITE. CARROSSIER PROCOLOR DOES NOT REPRESENT OR PRIOR TO THE EFFECTIVE DATE. TO THE EXTENT PERMITTED BY APPLICABLE LAWWARRANT THAT MATERIALS IN THIS SITE ARE ACCURATE, NEITHER PARTY SHALL BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY INDIRECTCOMPLETE, SPECIALRELIABLE, INCIDENTALCURRENT, OR CONSEQUENTIAL DAMAGES ERROR-FREE. CARROSSIER PROCOLOR DOES NOT REPRESENT OR WARRANT THAT THIS SITE IS FREE FROM TYPOGRAPHICAL ERRORS OR OMISIONS RELATING TO PRICING, TEXT OR PHOTOGRAPHY. CARROSSIER PROCOLOR DOES NOT REPRESENT OR WARRANT THAT THIS WEBSITE OR ITS SERVER(S) ARE FREE OF ANY KIND ARISING OUT OF VIRUSES OR OTHERWISE RELATED TO THIS AGREEMENTOTHER HARMFUL COMPONENTS, EVEN IF SUCH PARTY HAS CARROSSIER PROCOLOR OR ITS AUTHORIZED REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU EXPRESSLY AGREE THAT USE OF THIS WEBSITE, INCLUDING ALL CONTENT, DATA OR SOFTWARE DISTRIBUTED BY, DOWNLOADED OR ACCESSES FROM OR THROUGH THIS SITE IS AT YOUR SOLE RISK. Carrossier ProColor uses reasonable commercial efforts to ensure that the information contained on this website is accurate but does not in any way guarantee the currency, accuracy, completeness, non-infringement or authenticity of such information. All information contained on this website, including all stock price information, is provided for informational purposes only, and is not intended for trading or other purposes. Carrossier ProColor assumes no responsibility with respect to the accuracy or completeness of any such information and is not liable or responsible in any way for any delays, inaccuracies or errors in any such information or in the transmission of any such information. Carrossier ProColor, its subsidiaries, affiliates, contractors, agents and/or employees make no guarantees or warranties (whether express or implied) about this website or its contents including, without limitation, that the use of this website will be uninterrupted, error-free, stable or suitable for all users. Without limiting the generality of the foregoing, this includes implied warranties of merchantability, fitness for a particular purpose, expectation of privacy, or non-infringement. IN NO EVENT WILL CARROSSIER PROCOLOR, ITS SUBSIDIARIES, AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING DIRECT, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS WEBSITE OR THE CONTENT AVAILABLE OR REFERRED TO ON THIS WEBSITE, OR ANY OTHER WEBSITE YOU MAY ACCESS THROUGH THIS WEBSITE WHETHER OR NOT CAUSED BY CARROSSIER PROCOLOR’S NEGLIGENCE AND EVEN IF UNISELECT HAS BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. The exclusion of certain warranties and the limitation of certain liabilities are prohibited by legislation in some jurisdictions. Such legislative limitations may apply to you.

Disclaimers and Limitation of Liability. EXCEPT FOR NOTWITHSTANDING ANYTHING IN THE REPRESENTATIONS AND WARRANTIES CONTRARY IN SECTION 6.01THE EMPLOYMENT AGREEMENT, ALL LICENSES AND RIGHTS GRANTED HEREIN SERVICES TO BE PROVIDED BY THE FLG MEMBER UNDER THE EMPLOYMENT AGREEMENT ARE MADE ON AN PROVIDED "AS IS" WITHOUT ANY WARRANTY WHATSOEVER. CLIENT RECOGNIZES THAT THE “AS IS” BASISCLAUSE OF THIS AGREEMENT IS AN IMPORTANT PART OF THE BASIS OF THIS AGREEMENT, WITHOUT WHICH FLG WOULD NOT HAVE AGREED TO ENTER INTO THIS AGREEMENT AND THE PARTIES EACH HEREBY DISCLAIM ANY EXPRESS FLG MEMBER WOULD NOT HAVE AGREED TO ENTER INTO Initial: Client SH FLG JSK Page 1 of 5 130625 FLG Form of Client Placement Agreement.doc CONFIDENTIAL PLACEMENT AGREEMENT THE EMPLOYMENT AGREEMENT. FLG, ON BEHALF OF ITSELF AND THE FLG MEMBER, EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, TERMS OR IMPLIED REPRESENTATIONS CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE PROFESSIONAL SERVICES, INCLUDING ANY, WARRANTIES OF ANY KINDMERCHANTABILITY, INCLUDING WITHOUT LIMITATION, THOSE REGARDING MERCHANTABILITYTITLE, FITNESS FOR A PARTICULAR PURPOSEPURPOSE AND INFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, REGARDING THE SERVICES PROVIDED HEREUNDER SHALL BE DEEMED A WARRANTY FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF FLG WHATSOEVER. IN NO EVENT SHALL FLG BE LIABLE FOR ANY INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO: LOST PROFITS; REVENUE OR SAVINGS; WAIVER BY CLIENT, WHETHER INADVERTENT OR INTENTIONAL, OF CLIENT’S ATTORNEY-CLIENT PRIVILEGE THROUGH CLIENT’S DISCLOSURE OF LEGALLY PRIVILEGED INFORMATION TO FLG; OR THE LOSS OF USE OF ANY DATA, EVEN IF CLIENT OR FLG HAVE BEEN ADVISED OF, KNEW, OR SHOULD HAVE KNOWN, OF NON-INFRINGEMENTTHE POSSIBILITY THEREOF. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT OR THE EMPLOYMENT AGREEMENT TO THE CONTRARY, CALYXT ACKNOWLEDGES AND AGREES THAT ALL RIGHTS GRANTED TO CALYXT THE AGGREGATE CUMULATIVE LIABILITY OF FLG UNDER THIS AGREEMENT ARE SUBJECT AND THE EMPLOYMENT AGREEMENT, WHETHER IN ALL RESPECTS CONTRACT, TORT, NEGLIGENCE, MISREPRESENTATION, STRICT LIABILITY OR OTHERWISE, SHALL NOT EXCEED AN AMOUNT EQUAL TO ANY AND ALL LICENSES OR OTHER RIGHTS GRANTED TWO (2) MONTHS OF THE CASH COMPENSATION PAYABLE BY CELLECTIS OR ANY CLIENT UNDER SECTION 2 OF ITS AFFILIATES TO ANY THIRD PARTIES WITH RESPECT TO ANY LICENSED CELLECTIS IP AS OF OR PRIOR TO THE EFFECTIVE DATE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR OTHERWISE RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED . CLIENT ACKNOWLEDGES THAT THE COMPENSATION PAID BY IT UNDER THIS AGREEMENT AND THE EMPLOYMENT AGREEMENT REFLECTS THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THE POSSIBILITY OF SUCH DAMAGESEMPLOYMENT AGREEMENT AND THAT FLG WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY.

Disclaimers and Limitation of Liability. EXCEPT FOR THE REPRESENTATIONS NCTA EXPRESSLY DISCLAIMS ALL EXPRESS AND WARRANTIES IN SECTION 6.01IMPLIED WARRANTIES, ALL LICENSES AND RIGHTS GRANTED HEREIN ARE MADE ON AN “AS IS” BASISWHETHER ORAL OR WRITTEN, AND THE PARTIES EACH HEREBY DISCLAIM ANY EXPRESS OR IMPLIED REPRESENTATIONS OR INCLUDING WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION, THOSE REGARDING MERCHANTABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR OF SATISFACTORY QUALITY, NON-INFRINGEMENTINFRINGEMENT AND ACCURACY OF INFORMATIONAL CONTENT. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARYNCTA AND ITS AFFILIATES, CALYXT ACKNOWLEDGES AND AGREES THAT ALL RIGHTS GRANTED TO CALYXT UNDER THIS AGREEMENT ARE SUBJECT IN ALL RESPECTS TO ANY THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, REPRESENTATIVES, AGENTS, ATTORNEYS, LICENSORS, SUCCESSORS AND ALL LICENSES OR OTHER RIGHTS GRANTED BY CELLECTIS OR ANY OF ITS AFFILIATES TO ANY THIRD PARTIES WITH RESPECT TO ANY LICENSED CELLECTIS IP AS OF OR PRIOR TO THE EFFECTIVE DATE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL ASSIGNS WILL NOT BE LIABLE TO SPONSOR/EXHIBITOR UNDER ANY LEGAL CAUSE OF ACTION OR EQUITABLE THEORY FOR ANY INDIRECTOF LIABILITY (WHETHER IN CONTRACT, SPECIAL, INCIDENTALTORT (INCLUDING NEGLIGENCE), OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR OTHERWISE RELATED TO THIS AGREEMENTOTHERWISE), EVEN IF SUCH A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FOR (I) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR (II) LOST PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, OR GOODWILL. SUBJECT TO THE ABOVE DISCLAIMERS SET FORTH IN THESE TERMS, THE AGGREGATE LIABILITY OF NCTA AND ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, REPRESENTATIVES, AGENTS, LICENSORS, SUCCESSORS AND ASSIGNS TO SPONSOR UNDER THESE TERMS OR IN RELATION TO SPONSORSHIP OF THE EVENT WILL NOT EXCEED THE SPONSORSHIP FEE PAID BY SPONSOR AND RECEIVED BY NCTA. THE LIMITATIONS IN THIS SECTION APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. SPONSOR/EXHIBITOR AGREES THAT ANY ACTION BROUGHT PURSUANT TO THIS CONTRACT MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CLAIM OR CAUSE OF ACTION ARISES.

Disclaimers and Limitation of Liability. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES IN SECTION 6.01AS EXPRESSLY SET FORTH HEREIN, ALL LICENSES SERVICES TO BE PROVIDED BY FLG AND RIGHTS GRANTED HEREIN FLG MEMBER (FOR PURPOSES OF THIS PARAGRAPH 6, COLLECTIVELY “FLG”) HEREUNDER ARE MADE ON AN PROVIDED “AS IS” BASISWITHOUT ANY WARRANTY WHATSOEVER. CLIENT RECOGNIZES THAT THE “AS IS” CLAUSE OF THIS AGREEMENT IS AN IMPORTANT PART OF THE BASIS OF THIS AGREEMENT, AND WITHOUT WHICH FLG WOULD NOT HAVE AGREED TO ENTER INTO THIS AGREEMENT. FLG EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, TERMS OR CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE PARTIES EACH HEREBY DISCLAIM ANY EXPRESS OR IMPLIED REPRESENTATIONS OR PROFESSIONAL SERVICES, INCLUDING ANY, WARRANTIES OF ANY KINDMERCHANTABILITY, INCLUDING WITHOUT LIMITATION, THOSE REGARDING MERCHANTABILITYTITLE, FITNESS FOR A PARTICULAR PURPOSEPURPOSE AND INFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT REGARDING THE SERVICES PROVIDED HEREUNDER SHALL BE DEEMED A WARRANTY FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF FLG WHATSOEVER. EXCEPT WITH RESPECT TO ITS INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 7, ANY BREACH OF SECTION 9 HEREOF, OR ANY BREACH OF THAT CERTAN CONFIDENTIAL MUTUAL NON-INFRINGEMENTDISCLOSURE AGREEMENT BETWEEN THE PARTIES DATED ON OR AROUND THE DATE HEREOF, IN NO EVENT SHALL FLG BE LIABLE FOR ANY INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO: LOST PROFITS; REVENUE OR SAVINGS; WAIVER BY CLIENT, WHETHER INADVERTENT OR INTENTIONAL, OF CLIENT’S ATTORNEY-CLIENT PRIVILEGE THROUGH CLIENT’S DISCLOSURE OF LEGALLY PRIVILEGED INFORMATION TO FLG; OR THE LOSS, THEFT, TRANSMISSION OR USE, AUTHORIZED OR OTHERWISE, OF ANY DATA, EVEN IF CLIENT OR FLG HAVE BEEN ADVISED OF, KNEW, OR SHOULD HAVE KNOWN, OF THE POSSIBILITY THEREOF. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, CALYXT FLG’S AGGREGATE CUMULATIVE LIABILITY HEREUNDER, WHETHER IN CONTRACT, TORT, NEGLIGENCE, MISREPRESENTATION, STRICT LIABILITY OR OTHERWISE, SHALL NOT EXCEED AN AMOUNT EQUAL TO THE LAST TWO (2) MONTHS OF FEES PAYABLE BY CLIENT HEREUNDER. CLIENT ACKNOWLEDGES AND AGREES THAT ALL RIGHTS GRANTED TO CALYXT THE COMPENSATION PAID BY IT UNDER THIS AGREEMENT ARE SUBJECT REFLECTS THE ALLOCATION OF RISK SET FORTH IN ALL RESPECTS THIS AGREEMENT AND THAT FLG WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. THIS PARAGRAPH SHALL NOT APPLY TO ANY AND ALL LICENSES OR OTHER RIGHTS GRANTED BY CELLECTIS OR ANY OF ITS AFFILIATES TO ANY THIRD PARTIES EITHER PARTY WITH RESPECT TO ANY LICENSED CELLECTIS IP AS A BREACH OF OR PRIOR TO THE EFFECTIVE DATE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR OTHERWISE RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGESITS CONFIDENTIALITY OBLIGATIONS.

Disclaimers and Limitation of Liability. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES IN SECTION 6.01, (a) Disclaimer of Warranties: ALL LICENSES AND RIGHTS GRANTED HEREIN ARE MADE ON AN DATA IS PROVIDED “AS IS,” BASISWITH ALL FAULTS, AND THE PARTIES EACH HEREBY ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH CUSTOMER. ONEMARKETDATA, AND ITS SUPPLIERS, AND THEIR RESPECTIVE SUPPLIERS MAKE NO, AND SPECIFICALLY DISCLAIM ANY EXPRESS ALL, REPRESENTATION OR IMPLIED REPRESENTATIONS OR WARRANTIES WARRANTY OF ANY KIND, INCLUDING EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THOSE REGARDING ANY WARRANTIES OF FITNESS FOR PARTICULAR PURPOSES OR REQUIREMENTS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSEAND ACCURACY OF INFORMATIONAL CONTENT, ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE, AND ANY WARRANTIES, REPRESENTATIONS OR COVENANTS THAT (I) USE OR ACCESS TO THE PRODUCT OR ANY PORTION OF IT WILL BE UNINTERRUPTED OR ERROR- FREE, OR (II) THAT DEFECTS IN THE PRODUCT OR ANY PORTION OF NON-INFRINGEMENTIT WILL BE CORRECTABLE OR CORRECTED, OR (III) THAT THE PRODUCT OR ANY PORTION OF IT IS COMPATIBLE WITH ANY PARTICULAR COMPUTER SOFTWARE OR PLATFORM. NOTWITHSTANDING ANYTHING THESE DISCLAIMERS ARE IN THIS AGREEMENT ADDITION TO ANY DISCLAIMERS CONTAINED IN THE CONTRARYMASTER AGREEMENT. The parties agree that no representation, CALYXT ACKNOWLEDGES AND AGREES THAT ALL RIGHTS GRANTED warranty, promise or agreement of any of the parties’ representatives shall be binding on the parties unless it is expressly included in this Agreement. IN NO EVENT SHALL ONEMARKETDATA OR ITS SUPPLIERS OR LICENSORS HAVE ANY LIABILITY FOR ANY UNAUTHORIZED MODIFICATION TO CALYXT OR MISUSE OF ANY PORTION OF THE DATA, OR FOR ANY LIABILITY RESULTING FROM USE OF THE DATA IN A MANNER NOT INTENDED UNDER THIS AGREEMENT ARE SUBJECT IN ALL RESPECTS TO ANY AND ALL LICENSES OR OTHER RIGHTS GRANTED BY CELLECTIS OR ANY OF ITS AFFILIATES TO ANY THIRD PARTIES WITH RESPECT TO ANY LICENSED CELLECTIS IP AS OF OR PRIOR TO THE EFFECTIVE DATE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR OTHERWISE RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Disclaimers and Limitation of Liability. EXCEPT ALL SERVICES TO BE PROVIDED BY FLG AND FLG MEMBER (FOR THE REPRESENTATIONS AND WARRANTIES IN SECTION 6.01PURPOSES OF THIS PARAGRAPH 6, ALL LICENSES AND RIGHTS GRANTED HEREIN COLLECTIVELY “FLG”) HEREUNDER ARE MADE ON AN PROVIDED “AS IS” BASISWITHOUT ANY WARRANTY WHATSOEVER. CLIENT RECOGNIZES THAT THE “AS IS” CLAUSE OF THIS AGREEMENT IS AN IMPORTANT CONSULTING AGREEMENT PART OF THE BASIS OF THIS AGREEMENT, AND WITHOUT WHICH FLG WOULD NOT HAVE AGREED TO ENTER INTO THIS AGREEMENT. FLG EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, TERMS OR CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE PARTIES EACH HEREBY DISCLAIM ANY EXPRESS OR IMPLIED REPRESENTATIONS OR PROFESSIONAL SERVICES, INCLUDING ANY, WARRANTIES OF ANY KINDMERCHANTABILITY, INCLUDING WITHOUT LIMITATION, THOSE REGARDING MERCHANTABILITYTITLE, FITNESS FOR A PARTICULAR PURPOSEPURPOSE AND INFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, REGARDING THE SERVICES PROVIDED HEREUNDER SHALL BE DEEMED A WARRANTY FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF FLG WHATSOEVER. IN NO EVENT SHALL FLG BE LIABLE FOR ANY INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO: LOST PROFITS; REVENUE OR SAVINGS; OR THE LOSS OF USE OF ANY DATA, EVEN IF CLIENT OR FLG HAVE BEEN ADVISED OF, KNEW, OR SHOULD HAVE KNOWN, OF NON-INFRINGEMENTTHE POSSIBILITY THEREOF. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, CALYXT FLG’S AGGREGATE CUMULATIVE LIABILITY HEREUNDER, WHETHER IN CONTRACT, TORT, NEGLIGENCE, MISREPRESENTATION, STRICT LIABILITY OR OTHERWISE, SHALL NOT EXCEED AN AMOUNT EQUAL TO TOTAL FEES PAYABLE BY CLIENT UNDER SECTION 2(A) OF THIS AGREEMENT. CLIENT ACKNOWLEDGES AND AGREES THAT ALL RIGHTS GRANTED TO CALYXT THE COMPENSATION PAID BY IT UNDER THIS AGREEMENT ARE SUBJECT REFLECTS THE ALLOCATION OF RISK SET FORTH IN ALL RESPECTS TO ANY THIS AGREEMENT AND ALL LICENSES OR OTHER RIGHTS GRANTED BY CELLECTIS OR ANY OF THAT FLG WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS AFFILIATES TO ANY THIRD PARTIES WITH RESPECT TO ANY LICENSED CELLECTIS IP AS OF OR PRIOR TO THE EFFECTIVE DATELIABILITY. TO THE EXTENT PERMITTED BY APPLICABLE LAWAs a condition for recovery of any amount by Client against FLG, NEITHER PARTY SHALL BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY INDIRECTClient shall give FLG written notice of the alleged basis for liability within ninety (90) days of discovering the circumstances giving rise thereto, SPECIALin order that FLG will have the opportunity to investigate in a timely manner and, INCIDENTALwhere possible, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR OTHERWISE RELATED TO THIS AGREEMENTcorrect or rectify the alleged basis for liability; provided that the failure of Client to give such notice will only affect the rights of Client to the extent that FLG is actually prejudiced by such failure. Notwithstanding anything herein to the contrary, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGESClient must assert any claim against FLG within the earlier of three (3) months after discovery or sixty (60) days after the termination of this Agreement.

Disclaimers and Limitation of Liability. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES IN SECTION 6.01AS EXPRESSLY SET FORTH HEREIN, ALL LICENSES SERVICES TO BE PROVIDED BY FLG AND RIGHTS GRANTED HEREIN FLG MEMBER (FOR PURPOSES OF THIS PARAGRAPH 6, COLLECTIVELY “FLG”) HEREUNDER ARE MADE ON AN PROVIDED “AS IS” BASISWITHOUT ANY WARRANTY WHATSOEVER. CLIENT RECOGNIZES THAT THE “AS IS” CLAUSE OF THIS AGREEMENT IS AN IMPORTANT PART OF THE BASIS OF THIS AGREEMENT, AND WITHOUT WHICH FLG WOULD NOT HAVE AGREED TO ENTER INTO THIS AGREEMENT. FLG EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, TERMS OR CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE PARTIES EACH HEREBY DISCLAIM ANY EXPRESS OR IMPLIED REPRESENTATIONS OR PROFESSIONAL SERVICES, INCLUDING ANY, WARRANTIES OF ANY KINDMERCHANTABILITY, INCLUDING WITHOUT LIMITATION, THOSE REGARDING MERCHANTABILITYTITLE, FITNESS FOR A PARTICULAR PURPOSEPURPOSE AND INFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, REGARDING THE SERVICES PROVIDED HEREUNDER SHALL BE DEEMED A WARRANTY FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF FLG WHATSOEVER. IN NO EVENT SHALL FLG BE LIABLE FOR ANY INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO: LOST PROFITS; REVENUE OR SAVINGS; WAIVER BY CLIENT, WHETHER INADVERTENT OR INTENTIONAL, OF CLIENT’S ATTORNEY-CLIENT PRIVILEGE THROUGH CLIENT’S DISCLOSURE OF PRIVILEGED INFORMATION TO FLG; OR THE LOSS, THEFT, TRANSMISSION OR USE OF ANY DATA, EVEN IF CLIENT OR FLG HAVE BEEN ADVISED OF, KNEW, OR SHOULD HAVE KNOWN, OF NON-INFRINGEMENTTHE POSSIBILITY THEREOF. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, CALYXT FLG’S AGGREGATE CUMULATIVE LIABILITY HEREUNDER, WHETHER IN CONTRACT, TORT, NEGLIGENCE, MISREPRESENTATION, STRICT LIABILITY OR OTHERWISE, SHALL NOT EXCEED AN AMOUNT EQUAL TO TWO (2) MONTHS OF FEES PAYABLE BY CLIENT UNDER PARAGRAPH 2(A) OF THIS AGREEMENT. CLIENT ACKNOWLEDGES AND AGREES THAT ALL RIGHTS GRANTED TO CALYXT THE COMPENSATION PAID BY IT UNDER THIS AGREEMENT ARE SUBJECT REFLECTS THE ALLOCATION OF RISK SET FORTH IN ALL RESPECTS THIS AGREEMENT AND THAT FLG WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. THIS PARAGRAPH SHALL NOT APPLY TO ANY AND ALL LICENSES OR OTHER RIGHTS GRANTED BY CELLECTIS OR ANY OF ITS AFFILIATES TO ANY THIRD PARTIES EITHER PARTY WITH RESPECT TO ANY LICENSED CELLECTIS IP AS A BREACH OF OR PRIOR TO THE EFFECTIVE DATE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR OTHERWISE RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGESITS CONFIDENTIALITY OBLIGATIONS.