Common use of EXCLUSION OF DAMAGES AND LIMITATION OF LIABILITY Clause in Contracts

EXCLUSION OF DAMAGES AND LIMITATION OF LIABILITY. ‌ 13.1. To the maximum extent permitted by law, and except for Claims relating to unpaid Fees, Licensee’s breach of Paper Software’s Intellectual Property Rights in the Software, a party’s breach of the confidentiality provisions herein and/or a party’s gross negligence or willful misconduct, neither party nor any of its respective directors, officers, employees, and licensors (each, a “Released Party”), will have any liability to the other party for indirect, inci- dental, special, consequential or punitive damages (including, without limi- tation, any loss of use, lost profits, business or revenue, loss of goodwill or other economic advantage, or loss of privacy) arising out of or related to this Agreement, or the Software or Services, even if either party or a Released Party has been advised of, or knew or should have known of, the possibility of such damages. To the extent this exclusion of liability is unenforceable, despite the parties’ express agreement to it as an essential element of this Agreement, each party’s liability will be limited as provided in Section 13.2.‌‌ 13.2. Without limiting the scope or effect of Section 13.1 above, and except for Claims relating to unpaid Fees, Licensee’s breach of Paper Software’s Intel- lectual Property Rights in the Software, Paper Software’s payments to third parties pursuant to the indemnification under Section 14.2, a party’s breach of the confidentiality provisions herein, a party’s gross negligence or willful misconduct, personal injuries (including death) and/or tangible property dam- age, in no event will either party and the Released Parties’ total liability with respect to all Claims arising out of or related to this Agreement, the Soft- xxxx or Services (including Claims of negligence and strict liability) exceed the Fees paid by Licensee to Paper Software during the 12-month period im- mediately preceding the event giving rise to the Claim (excluding applicable taxes). Licensee acknowledges that this amount may be $0.‌

EXCLUSION OF DAMAGES AND LIMITATION OF LIABILITY. ‌18.1 EXCEPT FOR A PARTY’S CONFIDENTIALITY OBLIGATION HEREUNDER OR OBLIGATION TO MAKE PAYMENT TO THE OTHER PARTY, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER, IN CONNECTION WITH OR RELATED TO THIS AGREEMENT, FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR LOSS OF GOODWILL, WHETHER BASED ON BREACH OF CONTRACT, WARRANTY, TORT, PRODUCT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE. 13.1. To the maximum extent permitted by law18.2 The cumulative aggregate liability of either Party for all losses, claims, suits, controversies, breaches or damages of any manner whatsoever and for any cause whatsoever, including indemnification, and except for Claims relating regardless of the form or action or legal theory, shall be limited to unpaid Feesthe actual direct losses that are incurred by such other Party and shall not exceed [***] (the “Liability Cap”); provided that, Licensee’s breach of Paper Software’s Intellectual Property Rights notwithstanding anything in the SoftwareAgreement to the contrary, a party’s breach the Liability Cap shall not apply to the following (and amounts owed thereunder shall not be taken into account for purposes of calculating the confidentiality provisions herein and/or a party’s gross negligence or willful misconduct, neither party nor any of its respective directors, officers, employees, and licensors (each, a “Released Party”), will have any liability Liability Cap): 18.2.1. Ordinary course payments owed by one Party to the other party for indirect, inci- dental, special, consequential or punitive damages (including, without limi- tation, any loss of use, lost profits, business or revenue, loss of goodwill or other economic advantage, or loss of privacy) arising out of or related Party pursuant to this Agreement, or the Software or Services, even if either party or a Released Party has been advised of, or knew or should have known of, the possibility ; 18.2.2. Breach of such damages. To the extent this exclusion of liability is unenforceable, despite the parties’ express agreement to it as an essential element of this Agreement, each party’s liability will be limited as provided in Section 13.2.‌‌ 13.2. Without limiting the scope or effect of Section 13.1 above, and except for Claims relating to unpaid Fees, Licensee’s breach of Paper Software’s Intel- lectual Property Rights in the Software, Paper Software’s payments to third parties pursuant to the indemnification confidentiality obligations under Section 14.2, a party13 (Confidential Information); 18.2.3. Affirm’s breach indemnification obligations under Section 17.1(i) (Breach of the confidentiality provisions herein, a partyApplicable Law); Section 17.1(iii) (Gross Negligence or Willful Misconduct); Sections 17.1(iv) (Intellectual Property Infringement) and 17.4 (Additional Terms for Intellectual Property Indemnification[***]. 18.2.4. Shopify’s gross negligence indemnification obligations under Section 10.3 (Taxes); Section 17.2 (i) (Breach of Applicable Law); Section 17.2(iii) (Gross Negligence or willful misconduct, personal injuries (including death) and/or tangible property dam- age, in no event will either party and the Released Parties’ total liability with respect to all Claims arising out of or related to this Agreement, the Soft- xxxx or Services (including Claims of negligence and strict liability) exceed the Fees paid by Licensee to Paper Software during the 12-month period im- mediately preceding the event giving rise to the Claim (excluding applicable taxesWillful Misconduct). Licensee acknowledges that this amount may be $0.‌; [***]. 18.3 THE REMEDIES SPECIFIED IN THIS AGREEMENT ARE CUMULATIVE AND IN ADDITION TO ANY REMEDIES AVAILABLE AT LAW OR IN EQUITY.

EXCLUSION OF DAMAGES AND LIMITATION OF LIABILITY. ‌18.1 EXCEPT FOR A PARTY’S CONFIDENTIALITY OBLIGATION HEREUNDER OR OBLIGATION TO MAKE PAYMENT TO THE OTHER PARTY, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER, IN CONNECTION WITH OR RELATED TO THIS AGREEMENT, FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR LOSS OF GOODWILL, WHETHER BASED ON BREACH OF CONTRACT, WARRANTY, TORT, PRODUCT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE. 13.1. To the maximum extent permitted by law18.2 The cumulative aggregate liability of either Party for all losses, claims, suits, controversies, breaches or damages of any manner whatsoever and for any cause whatsoever, including indemnification, and except for Claims relating to unpaid Fees, Licensee’s breach of Paper Software’s Intellectual Property Rights in the Software, a party’s breach regardless of the confidentiality provisions herein and/or a party’s gross negligence form or willful misconductaction or legal theory (collectively, neither party nor any of its respective directors, officers, employees, and licensors (each, a “Released PartyLosses”), shall be limited to the actual direct Losses that are incurred by such other Party and shall not exceed [***] (the “Liability Cap”); provided, no Party will have any liability be entitled to duplicative remedies or duplicative recovery for the same act, omission, breach of contract, or other cause of action; provided, further that, notwithstanding anything in the Agreement to the contrary, the Liability Cap shall not apply to the following (and amounts owed thereunder shall not be taken into account for purposes of calculating the Liability Cap): 18.2.1. Ordinary course payments owed by one Party to the other party for indirect, inci- dental, special, consequential or punitive damages (including, without limi- tation, any loss of use, lost profits, business or revenue, loss of goodwill or other economic advantage, or loss of privacy) arising out of or related Party pursuant to this Agreement, or the Software or Services, even if either party or a Released Party has been advised of, or knew or should have known of, the possibility ; 18.2.2. Breach of such damages. To the extent this exclusion of liability is unenforceable, despite the parties’ express agreement to it as an essential element of this Agreement, each party’s liability will be limited as provided in Section 13.2.‌‌ 13.2. Without limiting the scope or effect of Section 13.1 above, and except for Claims relating to unpaid Fees, Licensee’s breach of Paper Software’s Intel- lectual Property Rights in the Software, Paper Software’s payments to third parties pursuant to the indemnification confidentiality obligations under Section 14.2, a party13 (Confidential Information); 18.2.3. Affirm’s breach indemnification obligations under Section 17.1(i) (Breach of the confidentiality provisions herein, a partyApplicable Law); Section 17.1(iii) (Gross Negligence or Willful Misconduct); Sections 17.1(iv) (Intellectual Property Infringement) and 17.4 (Additional Terms for Intellectual Property Indemnification); [***]. 18.2.4. Shopify’s gross negligence indemnification obligations under Section 10.3 (Taxes); Section 17.2 (i) (Breach of Applicable Law); Section 17.2(iii) (Gross Negligence or willful misconduct, personal injuries (including death) and/or tangible property dam- age, in no event will either party and the Released Parties’ total liability with respect to all Claims arising out of or related to this Agreement, the Soft- xxxx or Services (including Claims of negligence and strict liability) exceed the Fees paid by Licensee to Paper Software during the 12-month period im- mediately preceding the event giving rise to the Claim (excluding applicable taxesWillful Misconduct). Licensee acknowledges that this amount may be $0.‌; [***]. 18.3 THE REMEDIES SPECIFIED IN THIS AGREEMENT ARE CUMULATIVE AND IN ADDITION TO ANY REMEDIES AVAILABLE AT LAW OR IN EQUITY.