Common use of Disclaimers; Limitation of Liability Clause in Contracts

Disclaimers; Limitation of Liability. LICENSEE ASSUMES THE ENTIRE RISK OF USING THE FCA US SCAN TOOL DATA. THE FCA US SCAN TOOL DATA IS LICENSED AND PROVIDED “AS IS” WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE FCA US SCAN TOOL DATA IS NOT WARRANTED TO BE DEFECT FREE. FCA US IS NOT LIABLE FOR ANY DAMAGES IN CONNECTION WITH THE LICENSE GRANTED OR THE USE OF THE FCA US SCAN TOOL DATA, INCLUDING WITHOUT LIMITATION, ANY DIRECT, INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH, RELATED TO, OR ARISING OUT OF USE OF THE FCA US SCAN TOOL DATA OR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, EVEN IF FCA US HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. FCA US’S LIABILITY FOR DAMAGES, REGARDLESS OF THE FORM OF ACTION, WILL NOT EXCEED THE ANNUAL LICENSEE FEE PAID BY LICENSEE UNDER THIS AGREEMENT FOR THE THEN CURRENT YEAR.

Disclaimers; Limitation of Liability. LICENSEE ASSUMES EXCEPT AS EXPLICITLY STATED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE ENTIRE RISK OF USING THE FCA US SCAN TOOL DATA. THE FCA US SCAN TOOL DATA IS LICENSED AND PROVIDED “AS IS” WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KINDSERVICES, INCLUDING WITHOUT LIMITATION, THE EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY AND MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSEPURPOSE OR NONINFRINGEMENT. WITHOUT LIMITING THE FOREGOING, NO WARRANTY IS GIVEN THAT THE SERVICE PROVIDED HEREUNDER IS SECURE, WILL BE CONTINUOUSLY AVAILABLE, OR IS ERROR FREE. THE FCA US SCAN TOOL DATA IS NOT WARRANTED TO BE DEFECT FREE. FCA US IS NOT LIABLE FOR ANY DAMAGES TOTAL LIABILITY OF THE PARTIES IN CONNECTION WITH THE LICENSE GRANTED SERVICE AND/OR THIS AGREEMENT (WHATEVER THE USE OF BASIS FOR THE FCA US SCAN TOOL DATA, INCLUDING WITHOUT LIMITATION, ANY DIRECT, INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH, RELATED TO, OR ARISING OUT OF USE OF THE FCA US SCAN TOOL DATA OR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORM CAUSE OF ACTION, EVEN IF FCA US HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. FCA US’S LIABILITY FOR DAMAGES, REGARDLESS OF THE FORM OF ACTION, ) WILL NOT EXCEED THE ANNUAL LICENSEE FEE FEES RETAILER ACTUALLY PAID TO TRUE FIT FOR THE SERVICE DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH SUCH LIABILITY FIRST AROSE. RETAILER UNDERSTANDS THAT TRUE FIT IS NOT RESPONSIBLE FOR AND WILL HAVE NO LIABILITY FOR HARDWARE, SOFTWARE, OR OTHER ITEMS OR ANY SERVICES PROVIDED BY LICENSEE UNDER ANY PERSONS OTHER THAN TRUE FIT. RETAILER ACKNOWLEDGES AND AGREES THAT THE LIMITATION OF LIABILITY CONTAINED HEREIN REFLECTS A FAIR ALLOCATION OF RISK THAT IS AGREED TO BY THE PARTIES AND THAT WITHOUT SUCH LIMITATION, THIS AGREEMENT FOR THE THEN CURRENT YEARWOULD NOT HAVE BEEN MADE.

Disclaimers; Limitation of Liability. LICENSEE ASSUMES TO THE ENTIRE RISK OF USING THE FCA US SCAN TOOL DATA. THE FCA US SCAN TOOL DATA IS LICENSED MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND PROVIDED “EXCEPT AS IS” WITHOUT OTHERWISE EXPRESSLY SET FORTH HEREIN, UNITED COSTUME HAS NOT MADE AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT OT THE WARDROBE, INCLUDING, WITHOUT LIMITATION: REGARDING TITLE, NON-INFRINGEMENT, MERCHANTIBILTY, FITNESS FOR USE FOR A PARTICULAR PURPOSE, COURSE OF DEALING, OR USAGE OF TRADE. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, UNDER NO CIRCUMSTANCE SHALL UNITED COSTUME BE LIABLE TO COMPANY (OR TO ANY PERSON CLAIMING RIGHTS DERIVED FROM COMPANY) FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATIONLOST PROFITS, THE IMPLIED WARRANTIES LOSS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE FCA US SCAN TOOL DATA IS NOT WARRANTED TO BE DEFECT FREE. FCA US IS NOT LIABLE FOR ANY DAMAGES IN CONNECTION WITH THE LICENSE GRANTED OR THE USE OF THE FCA US SCAN TOOL DATA, INCLUDING WITHOUT LIMITATION, ANY DIRECT, INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH, RELATED TOBUSINESS, OR ARISING OUT OF USE OF THE FCA US SCAN TOOL DATA OR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, EVEN IF FCA US HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. FCA US’S LIABILITY FOR OTHER ECONOMIC DAMAGES, REGARDLESS OF WHETHER THE FORM PARTY ALLEGEDLY LIABLE WAS ADVISED, HAD REASON TO KNOW, OR IN FACT KNEW OF ACTION, WILL NOT THE POSSIBILITY THEREOF. IN NO EVENT MAY UNITED COSTUME’S MAXIMUM AGGREGATE LIABILITY UNDER THE AGREEMENT EXCEED THE ANNUAL LICENSEE FEE TOTAL AMOUNT OF FEES ACTUALLY PAID BY LICENSEE COMPANY TO UNITED COSTUME UNDER THIS THE AGREEMENT FOR IN THE THEN CURRENT YEARTWELVE MONTHS PRECEEDING SUCH CLAIM.

Disclaimers; Limitation of Liability. LICENSEE ASSUMES THE ENTIRE RISK OF USING THE FCA US SCAN TOOL TOYOTA DIAGNOSTIC DATA. THE FCA US SCAN TOOL TOYOTA DIAGNOSTIC DATA IS LICENSED AND PROVIDED “AS IS” WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE FCA US SCAN TOOL TOYOTA DIAGNOSTIC DATA IS NOT WARRANTED TO BE DEFECT FREE. FCA US TMNA IS NOT LIABLE FOR ANY DAMAGES IN CONNECTION WITH THE LICENSE GRANTED OR THE USE OF THE FCA US SCAN TOOL TOYOTA DIAGNOSTIC DATA, INCLUDING WITHOUT LIMITATION, ANY DIRECT, INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH, RELATED TO, OR ARISING OUT OF USE OF THE FCA US SCAN TOOL TOYOTA DIAGNOSTIC DATA OR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, EVEN IF FCA US TMNA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. FCA USTMNA’S LIABILITY FOR DAMAGES, REGARDLESS OF THE FORM OF ACTION, WILL SHALL NOT EXCEED THE ANNUAL LICENSEE FEE PAID BY LICENSEE UNDER THIS AGREEMENT FOR THE THEN CURRENT YEAR.

Disclaimers; Limitation of Liability. LICENSEE ASSUMES THE ENTIRE RISK OF USING THE FCA US SCAN TOOL DATAPIN shall have no liability to Dealer for any damages resulting from any interruptions, delays, inadequacies, errors or omissions relating to the Services. THE FCA US SCAN TOOL DATA IS LICENSED AND PROVIDED “AS IS” WITHOUT IN NO EVENT SHALL PIN HAVE ANY REPRESENTATIONS LIABILITY UNDER THIS AGREEMENT, WHETHER ARISING IN CONTRACT, TORT OR WARRANTIES OF ANY KINDOTHERWISE, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE FCA US SCAN TOOL DATA IS NOT WARRANTED TO BE DEFECT FREE. FCA US IS NOT LIABLE LOST PROFITS OR FOR ANY DAMAGES IN CONNECTION WITH THE LICENSE GRANTED OR THE USE OF THE FCA US SCAN TOOL DATA, INCLUDING WITHOUT LIMITATION, ANY DIRECT, INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH, RELATED TO, OR ARISING OUT OF USE OF THE FCA US SCAN TOOL DATA OR ANY INDIRECT, SPECIAL, EXEMPLARYPUNITIVE, CONSEQUENTIAL OR INCIDENTAL DAMAGES, WHETHER OR CONSEQUENTIAL DAMAGES ARISING OUT NOT CAUSED BY THE NEGLIGENCE OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTIONPIN, EVEN IF FCA US PIN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS DAMAGES. NOTWITHSTANDING THE FOREGOING, PIN’S MAXIMUM LIABILITY TO DEALER FOR ANY DAMAGES WITH RESPECT TO THE SERVICES OR DAMAGEOTHERWISE UNDER THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (X) AGGREGATE TOTAL FEES PAID BY DEALER TO PIN UNDER ANY INVOICE FOR THE SERVICES, AND (Y) TWENTY FIVE THOUSAND DOLLARS ($25,000.00). FCA USNOTWITHSTANDING ANYTHING IN THIS SECTION, THE LIMITATION IN THE PRECEDING SENTENCE SHALL NOT APPLY TO LIMIT PIN’S LIABILITY FOR DAMAGES, REGARDLESS DAMAGES (I) ARISING AS A RESULT OF THE FORM A BREACH INCIDENT OR (II) UNDER SECTION 10 OF ACTION, WILL NOT EXCEED THE ANNUAL LICENSEE FEE PAID BY LICENSEE UNDER THIS AGREEMENT FOR THE THEN CURRENT YEAR.ATTACHMENT A.

Disclaimers; Limitation of Liability. LICENSEE ASSUMES THE ENTIRE RISK OF USING THE FCA US SCAN TOOL DATA. THE FCA US SCAN TOOL DATA IS LICENSED AND PROVIDED “AS IS” WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE FCA US SCAN TOOL DATA IS NOT WARRANTED TO BE DEFECT FREE. FCA US IS NOT LIABLE FOR ANY DAMAGES IN CONNECTION WITH THE LICENSE GRANTED OR THE USE OF THE FCA US SCAN TOOL DATAPLATFORM TO CONDUCT ANY FORM OF BUSINESS, INCLUDING WITHOUT LIMITATIONBROWSING OF THE PLATFORM, IS CONSIDERED A TRANSACTION AND CSR EXPRESSLY AGREES AND ACKNOWLEDGES THAT DISTRIBUTOR SHALL HAVE NO LIABILITY OF ANY KIND AND ANY FORM AS A RESULT OF SUCH TRANSACTION. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL DISTRIBUTOR OR ITS AFFILIATES, SUBSIDIARIES, OR OTHER PARTNERS, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS BE LIABLE, UNDER ANY CIRCUMSTANCES OR LEGAL THEORIES WHATSOEVER, FOR ANY DIRECT, INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH, RELATED TO, OR ARISING OUT OF USE OF THE FCA US SCAN TOOL DATA OR ANY INDIRECTINCIDENTAL, SPECIAL, EXEMPLARYCONSEQUENTIAL OR EXEMPLARY DAMAGES, INCIDENTAL INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS, PROFITS, GOODWILL, USE, DATA OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, OTHER INTANGIBLE LOSSES (EVEN IF FCA US DISTRIBUTOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS DAMAGES) INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED IN WHOLE OR DAMAGEIN PART BY NEGLIGENCE, GROSS NEGLIGENCE, OR OTHERWISE, BUT EXCLUDING WILLFUL MISCONDUCT, UNLESS SPECIFIED IN WRITING. FCA USTO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, DISTRIBUTOR’S TOTAL LIABILITY FOR DAMAGES, REGARDLESS ARISING OUT OF THE FORM OF ACTION, WILL NOT EXCEED THE ANNUAL LICENSEE FEE PAID BY LICENSEE UNDER THIS AGREEMENT FOR UNDER ALL THEORIES OF LIABILITY SHALL BE LIMITED TO THE THEN CURRENT YEARFEES ACTUALLY COLLECTED BY DISTRIBUTOR FROM CSR, DURING THE SIX (6) MONTHS PRECEDING ANY CLAIM, NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Disclaimers; Limitation of Liability. LICENSEE ASSUMES TO THE ENTIRE RISK OF USING THE FCA US SCAN TOOL DATA. THE FCA US SCAN TOOL DATA IS LICENSED AND PROVIDED “AS IS” WITHOUT ANY REPRESENTATIONS MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, STITCH LABS DISCLAIMS ALL WARRANTIES, EXPRESS OR WARRANTIES OF ANY KINDIMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATIONLIMITATION ANY WARRANTY OF MERCHANTABILITY, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSEPURPOSE OR NONINFRINGEMENT, WITH RESPECT TO THE SERVICES AND STITCH LABS MATERIALS. WITHOUT LIMITING THE FCA US SCAN TOOL DATA IS GENERALITY OF THE FOREGOING, STITCH LABS MAKES NO WARRANTY THAT ANY REFERRAL URLS, STITCH LABS WEBSITES OR THE SERVICES WILL OPERATE ERROR-FREE OR WITHOUT INTERRUPTION. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, (A) STITCH LABS WILL NOT WARRANTED TO BE DEFECT FREE. FCA US IS NOT LIABLE FOR ANY DAMAGES IN CONNECTION WITH THE LICENSE GRANTED OR THE USE OF THE FCA US SCAN TOOL DATA, INCLUDING WITHOUT LIMITATION, ANY DIRECT, INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH, RELATED TO, OR ARISING OUT OF USE OF THE FCA US SCAN TOOL DATA OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES PUNITIVE DAMAGES, AND (B) STITCH LABS’ TOTAL LIABILITY ARISING OUT OF THIS AGREEMENT AND THE PROGRAM WILL NOT EXCEED ONE HUNDRED DOLLARS (US$100.00). THIS LIMITATION OF LIABILITY APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, STATUTE, OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, ANY OTHER BASIS AND EVEN IF FCA US A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. FCA US’S LIABILITY FOR DAMAGES, REGARDLESS OF THE FORM OF ACTION, WILL NOT EXCEED THE ANNUAL LICENSEE FEE PAID BY LICENSEE UNDER THIS AGREEMENT FOR THE THEN CURRENT YEAR.