Common use of EXCEPT FOR BREACHES Clause in Contracts

EXCEPT FOR BREACHES. OF SECTION 11 AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, LOSS OF PROFIT, LOSS OF ANTICIPATED PROFIT, LOSS OF DATA OR OTHERWISE, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WHETHER OR NOT THAT PARTY HAS BEEN ADVISED, OR KNEW, OR SHOULD HAVE KNOWN OF, THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, PROVIDED THAT NEITHER PARTY SHALL BE DEEMED TO HAVE ASSUMED THE RISK OF THE OTHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. EXCEPT FOR BREACHES OF SECTION 11, TO THE EXTENT PERMITTED BY APPLICABLE LAW, EITHER PARTY’S ENTIRE LIABILITY TO THE OTHER PARTY HEREUNDER SHALL NOT EXCEED A TOTAL OF [*]. THE LIMITATIONS ON LIABILITY FOR DAMAGES SET FORTH IN THIS AGREEMENT SHALL BE INAPPLICABLE TO EACH PARTY’S CONTRACTUAL OBLIGATION TO INDEMNIFY THE OTHER PARTY AS SET FORTH IN SECTIONS 13.4 AND 13.5 OF THIS AGREEMENT.

EXCEPT FOR BREACHES. OF SECTION 11 ---------------------------------- 12 PERTAINING TO CONFIDENTIALITY AND THE INDEMNITY OBLIGATIONS IN SECTION 15, NEITHER PARTY SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO THE EXTENT PERMITTED BY APPLICABLE LAWANY SUBJECT MATTER OF THIS LICENSE AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY (A) FOR LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, OR (B) FOR ANY INDIRECT, SPECIALINCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, CONSEQUENTIAL OR INCIDENTAL DAMAGESBUT NOT LIMITED TO LOSS OF REVENUES, LOSS OF PROFITPROFITS, BUSINESS INTERRUPTION, LOSS OF ANTICIPATED PROFIT, LOSS OR INACCURACY OF DATA OR OTHERWISECOST OF PROCUREMENT OF SUBSTITUTE GOODS, WHETHER BASED ON BREACH ARISING OUT OF CONTRACTTHE USE OF OR INABILITY TO USE THE LICENSED PRODUCTS, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WHETHER OR NOT THAT EVEN IF THE PARTY HAS BEEN ADVISED, OR KNEW, OR SHOULD HAVE KNOWN OF, ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, PROVIDED THAT NEITHER PARTY SHALL BE DEEMED TO HAVE ASSUMED THE RISK OF THE OTHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCTDAMAGES. EXCEPT FOR BREACHES OF SECTION 1112 PERTAINING TO CONFIDENTIALITY AND INDEMNITY OBLIGATIONS IN SECTION 15, IN NO EVENT WILL A PARTY'S LIABILITY EXCEED THE TOTAL ROYALTIES PAID BY THE PARTIES PURSUANT TO THE EXTENT PERMITTED BY APPLICABLE LAW, EITHER PARTY’S ENTIRE LIABILITY TO THE OTHER THIS AGREEMENT. NEITHER PARTY HEREUNDER SHALL NOT EXCEED A TOTAL OF [*]. THE LIMITATIONS ON LIABILITY FOR DAMAGES SET FORTH IN THIS AGREEMENT SHALL BE INAPPLICABLE TO EACH PARTY’S CONTRACTUAL OBLIGATION TO INDEMNIFY THE OTHER PARTY AS SET FORTH IN SECTIONS 13.4 AND 13.5 OF THIS AGREEMENTRESPONSIBLE FOR ANY MATTER BEYOND ITS REASONABLE CONTROL. Because some jurisdictions do not allow the exclusion or limitation of liability of consequential or incidental damages, the above limitation may not apply.

EXCEPT FOR BREACHES. OF SECTION 11 AND TO THE EXTENT PERMITTED BY APPLICABLE LAW2 (RESTRICTIONS), 5 (CONFIDENTIALITY) OR CUSTOMER’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL WILL EITHER PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO THE MSSP FOR 6 MONTHS SUBSCRIPTION FEES AT THE TIME OF THE EVENT OR EVENTS LEADING TO THE ALLEGED DAMAGES, AND IN THE CASE OF A BREACH OF SECTION 4, (PRIVACY AND SECURITY), NO MORE THAN 12 MONTHS SUBSCRIPTION FEES PAID OR PAYABLE BY CUSTOMER TO THE MSSP AT THE TIME OF THE EVENT OR EVENTS LEADING TO THE ALLEGED DAMAGES. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, LOSS OF REVENUE, LOSS OF GOODWILL, ANY INTERRUPTION OF BUSINESS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF, OR INCIDENTAL DAMAGESIN CONNECTION WITH THESE TERMS, LOSS OF PROFITWHETHER IN CONTRACT, LOSS OF ANTICIPATED PROFITTORT, LOSS OF DATA STRICT LIABILITY OR OTHERWISE, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WHETHER OR NOT THAT EVEN IF SUCH PARTY HAS BEEN ADVISED, ADVISED OR KNEW, OR SHOULD HAVE KNOWN OF, IS OTHERWISE AWARE OF THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF DAMAGES. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION. THIS SECTION 10 WILL BE GIVEN FULL EFFECT EVEN IF ANY LIMITED REMEDY, PROVIDED THAT NEITHER PARTY SHALL BE REMEDY SPECIFIED IN THESE TERMS IS DEEMED TO HAVE ASSUMED THE RISK FAILED OF THE OTHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. EXCEPT FOR BREACHES OF SECTION 11, TO THE EXTENT PERMITTED BY APPLICABLE LAW, EITHER PARTY’S ENTIRE LIABILITY TO THE OTHER PARTY HEREUNDER SHALL NOT EXCEED A TOTAL OF [*]. THE LIMITATIONS ON LIABILITY FOR DAMAGES SET FORTH IN THIS AGREEMENT SHALL BE INAPPLICABLE TO EACH PARTY’S CONTRACTUAL OBLIGATION TO INDEMNIFY THE OTHER PARTY AS SET FORTH IN SECTIONS 13.4 AND 13.5 OF THIS AGREEMENTITS ESSENTIAL PURPOSE.

EXCEPT FOR BREACHES. OF SECTION 11 AND TO THE EXTENT PERMITTED BY APPLICABLE LAW3 (RESTRICTIONS), 8 (CONFIDENTIALITY) OR EACH PARTY’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL WILL EITHER PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE FEES PAID BY CUSTOMER TO SENTINELONE DURING THE 6 MONTH PERIOD PRIOR TO THE EVENT UNDER WHICH THE DAMAGES AROSE. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, LOSS OF REVENUE, LOSS OF GOODWILL, ANY INTERRUPTION OF BUSINESS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF, OR INCIDENTAL DAMAGESIN CONNECTION WITH THIS AGREEMENT, LOSS OF PROFITWHETHER IN CONTRACT, LOSS OF ANTICIPATED PROFITTORT, LOSS OF DATA STRICT LIABILITY OR OTHERWISE, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WHETHER OR NOT THAT EVEN IF SUCH PARTY HAS BEEN ADVISED, ADVISED OR KNEW, OR SHOULD HAVE KNOWN OF, IS OTHERWISE AWARE OF THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF DAMAGES. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION. THIS SECTION 11 WILL BE GIVEN FULL EFFECT EVEN IF ANY LIMITED REMEDY, PROVIDED THAT NEITHER PARTY SHALL BE REMEDY SPECIFIED IN THIS AGREEMENT IS DEEMED TO HAVE ASSUMED THE RISK FAILED OF THE OTHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. EXCEPT FOR BREACHES OF SECTION 11, TO THE EXTENT PERMITTED BY APPLICABLE LAW, EITHER PARTY’S ENTIRE LIABILITY TO THE OTHER PARTY HEREUNDER SHALL NOT EXCEED A TOTAL OF [*]. THE LIMITATIONS ON LIABILITY FOR DAMAGES SET FORTH IN THIS AGREEMENT SHALL BE INAPPLICABLE TO EACH PARTY’S CONTRACTUAL OBLIGATION TO INDEMNIFY THE OTHER PARTY AS SET FORTH IN SECTIONS 13.4 AND 13.5 OF THIS AGREEMENTITS ESSENTIAL PURPOSE.