Common use of Indemnity and Limitation of Liability Clause in Contracts

Indemnity and Limitation of Liability. BY AGREEING TO THESE TERMS AND CONDITIONS, YOU AGREE TO INDEMNIFY AND HOLD SPINTOUCH AND ITS OFFICERS, DIRECTORS, AGENTS, REPRESENTATIVES, EMPLOYEES, AND RESELLERS HARMLESS AS TO ALL CLAIMS AND/OR DEMANDS ARISING FROM YOUR USAGE OF RAPIDSCREEN. YOU EXPRESSLY AGREE THAT SPINTOUCH, RESELLER AND THEIR THIRD-PARTY SUPPLIERS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES RESULTING FROM USE OF RAPIDSCREEN. THE MAXIMUM LIABILITY OF EITHER SPINTOUCH AND/OR RESELLER UNDER THESE TERMS AND CONDITIONS IS LIMITED TO THE CUMULATIVE AMOUNT PAID BY CUSTOMER TO SPINTOUCH OR RESELLER FOR THE PURCHASE OF DEVICES AND THE PAYMENT OF SERVICE FEES DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO ANY CLAIM OR CAUSE OF ACTION. CUSTOMER ACKNOWLEDGES THAT PROCESSING AND ACCEPTANCE OF A RETURN BY SPINTOUCH WITH RESPECT TO A SINGLE DEVICE (OR AN ACCOMODATION WHEREIN SPINTOUCH AGREES TO PROCESS AND RETURN MULTIPLE DEVICES), AND THE FURNISHING BY SPINTOUCH OF THE PURCHASE PRICE PAID BY CUSTOMER LESS ANY RESTOCKING FEES AND/OR COSTS, OR ANY OTHER COMPENSATION, RELEASES SPINTOUCH OF ANY FURTHER OBLIGATION WITH RESPECT TO THE SAME. CUSTOMER AGREES AND ACCEPTS THE COMPENSATION OFFERED BY SPINTOUCH WITH RESPECT TO A DEVICE OR ACCOMODATION IS FINAL AND BINDING.

Indemnity and Limitation of Liability. BY AGREEING TO THESE TERMS AND CONDITIONS9.1 The Manager shall indemnify, YOU AGREE TO INDEMNIFY AND HOLD SPINTOUCH AND ITS OFFICERSdefend, DIRECTORSand hold harmless the Project Company against any and all Losses of whatever kind and nature, AGENTSincluding all related costs and expenses incurred in connection therewith, REPRESENTATIVESin respect of personal injury to or death of third parties and in respect of loss of or damage to any third party property to the extent that the same arises out of: (a) any breach by the Manager of its obligations hereunder; (b) any negligent act or omission on the part of the Manager; and (c) any gross negligence or willful misconduct of the Manager. Any indemnification payable by the Manager to the Project Company hereunder shall be net of any insurance proceeds received by the Project Company under its insurance policies with respect to the circumstances giving rise to the Manager’s indemnification of the Project Company hereunder. 9.2 The aggregate amount of damages, EMPLOYEEScompensation, AND RESELLERS HARMLESS AS TO ALL CLAIMS AND/OR DEMANDS ARISING FROM YOUR USAGE OF RAPIDSCREEN. YOU EXPRESSLY AGREE THAT SPINTOUCHor other such liabilities payable by the Manager under this Agreement shall be limited to, RESELLER AND THEIR THIRD-PARTY SUPPLIERSand shall in no event exceed in each Operating Year, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS an amount equal to $6,240,000. 9.3 THE MANAGER SHALL NOT BE LIABLE TO YOU FOR UNDER THIS AGREEMENT OR UNDER ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS CAUSE OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES RESULTING FROM USE OF RAPIDSCREEN. THE MAXIMUM LIABILITY OF EITHER SPINTOUCH AND/OR RESELLER UNDER THESE TERMS AND CONDITIONS IS LIMITED ACTION RELATED TO THE CUMULATIVE AMOUNT PAID BY CUSTOMER TO SPINTOUCH OR RESELLER FOR THE PURCHASE SUBJECT MATTER OF DEVICES AND THE PAYMENT OF SERVICE FEES DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO ANY CLAIM OR CAUSE OF ACTION. CUSTOMER ACKNOWLEDGES THAT PROCESSING AND ACCEPTANCE OF A RETURN BY SPINTOUCH WITH RESPECT TO A SINGLE DEVICE (OR AN ACCOMODATION WHEREIN SPINTOUCH AGREES TO PROCESS AND RETURN MULTIPLE DEVICES)THIS AGREEMENT, AND THE FURNISHING BY SPINTOUCH OF THE PURCHASE PRICE PAID BY CUSTOMER LESS ANY RESTOCKING FEES AND/OR COSTSWHETHER IN CONTRACT, WARRANTY, TORT INCLUDING NEGLIGENCE, STRICT LIABILITY, PROFESSIONAL LIABILITY, PRODUCT LIABILITY, CONTRIBUTION, OR ANY OTHER COMPENSATIONCAUSE OF ACTION FOR SPECIAL, RELEASES SPINTOUCH EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES, INCLUDING LOSS OF ANY FURTHER OBLIGATION WITH RESPECT PROFIT, LOSS OF USE, LOSS OF OPPORTUNITY, LOSS OF REVENUES, OR LOSS OF GOOD WILL; PROVIDED THAT THE FOREGOING SHALL NOT APPLY TO INDEMNITIES EXPRESSLY PROVIDED IN THIS ARTICLE 9 TO THE SAME. CUSTOMER AGREES AND ACCEPTS THE COMPENSATION OFFERED BY SPINTOUCH WITH RESPECT EXTENT THAT THEY APPLY TO A DEVICE OR ACCOMODATION IS FINAL AND BINDINGTHIRD PARTY CLAIMS.

Indemnity and Limitation of Liability. BY AGREEING TO THESE TERMS AND CONDITIONS24.1 AMS shall indemnify Distributor and its Affiliates from and against any and all liabilities, YOU AGREE TO INDEMNIFY AND HOLD SPINTOUCH AND ITS OFFICERSclaims, DIRECTORSdemands, AGENTSdamages, REPRESENTATIVEScosts and expenses or money judgements (including legal fees) incurred by or rendered against any of them from third party claims or actions for personal injury or property damage which arise out of a defect due to defective design, EMPLOYEESparts, AND RESELLERS HARMLESS packaging, labeling, faulty workmanship of Products of which AMS is the manufacturer or is the Party responsible for failure to warn except to the extent that such personal injuries or property damage arise out of Distributor's (or its Affiliates) negligence or breach of this Agreement (as set forth in herein). 24.2 EXCEPT AS TO ALL CLAIMS AND/OR DEMANDS ARISING FROM YOUR USAGE OF RAPIDSCREEN. YOU EXPRESSLY AGREE THAT SPINTOUCHPROVIDED HEREIN, RESELLER AND THEIR THIRD-IN NO EVENT SHALL EITHER PARTY SUPPLIERS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU THE OTHER PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, PUNITIVE DAMAGES OF ANY KIND WHATSOEVER INCLUDING BUT NOT LIMITED TOTO LOST PROFITS, DAMAGES IN CONJUNCTION WITH OR ARISING OUT OF THE PERFORMANCE UNDER THIS AGREEMENT OR THE USE OR PERFORMANCE OF PRODUCTS AND SUPPORT SERVICES EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CONSEQUENTIAL LOSS FOR THE PURPOSES OF THIS AGREEMENT SHALL MEAN AND INCLUDE WITHOUT LIMITATION OF THE GENERAL STATEMENT EARLIER APPEARING, IN EACH CASE WHETHER ARISING IN TORT OR CONTRACT AND INCLUDING IN EACH CASE NEGLIGENCE: (a) LOSS OF PROFITS, ; (b) LOSS OF CONTRACTS; (c) LOSS OF ANTICIPATED SAVINGS; (d) LOSS OF DATA; (e) LOSS OF BUSINESS; (f) LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE ; (g) LOSS OF REVENUE; (h) LOSS OF ORDERS; AND LOSSES RESULTING FROM USE OF RAPIDSCREEN. THE MAXIMUM LIABILITY OF EITHER SPINTOUCH AND/OR RESELLER UNDER THESE TERMS AND CONDITIONS IS LIMITED TO THE CUMULATIVE AMOUNT PAID BY CUSTOMER TO SPINTOUCH OR RESELLER FOR THE PURCHASE OF DEVICES AND THE PAYMENT OF SERVICE FEES DURING THE SIX (6) MONTH PERIOD IMMEDIATELY ARISING PRIOR TO THE EVENT GIVING RISE TO ANY CLAIM OR CAUSE OF ACTION. CUSTOMER ACKNOWLEDGES THAT PROCESSING AND ACCEPTANCE OF A RETURN BY SPINTOUCH WITH RESPECT TO A SINGLE DEVICE (OR AN ACCOMODATION WHEREIN SPINTOUCH AGREES TO PROCESS AND RETURN MULTIPLE DEVICES), AND THE FURNISHING BY SPINTOUCH COMMENCEMENT OF THE PURCHASE PRICE PAID BY CUSTOMER LESS ANY RESTOCKING FEES AND/OR COSTS, OR ANY OTHER COMPENSATION, RELEASES SPINTOUCH OF ANY FURTHER OBLIGATION WITH RESPECT TO THE SAME. CUSTOMER AGREES AND ACCEPTS THE COMPENSATION OFFERED BY SPINTOUCH WITH RESPECT TO A DEVICE OR ACCOMODATION IS FINAL AND BINDINGCONTRACT ARE ALSO EXCLUDED. 24.3 The above limitation of liability shall not apply to damages with respect to the indemnity for the infringement of intellectual property rights as provided in Article 23. 24.4 This indemnity shall not be affected or terminated by reason of termination or expiration of this Agreement.

Indemnity and Limitation of Liability. BY AGREEING TO THESE TERMS AND CONDITIONS(a) World Fuel and Customer acknowledge and agree that the Agreement and the transactions consummated pursuant hereto and any applicable purchase order or agreement are not intended to benefit or create any rights or causes of action in or on behalf of any person other than World Fuel and Customer. In that regard, YOU AGREE TO INDEMNIFY AND HOLD SPINTOUCH AND ITS OFFICERSCustomer agrees to indemnify, DIRECTORSdefend and hold harmless World Fuel, AGENTSits affiliates, REPRESENTATIVESand their respective equity holders, EMPLOYEESofficers, AND RESELLERS HARMLESS AS TO ALL CLAIMS AND/OR DEMANDS ARISING FROM YOUR USAGE OF RAPIDSCREENmanagers, directors, employees, agents and permitted assigns from and against any and all liabilities, losses, claims, costs, expenses and damages (including reasonable attorneys' fees) of whatever nature incurred by any such indemnitee as a result of any claim brought by any third party in connection with any fuel or services provided hereunder except to the extent such liabilities result directly out of world fuel’s gross negligence or willful misconduct. YOU EXPRESSLY AGREE THAT SPINTOUCHFURTHERMORE, RESELLER AND THEIR THIRD-PARTY SUPPLIERS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS WORLD FUEL SHALL NOT BE LIABLE HAVE ANY LIABILITY TO YOU CUSTOMER OR ANY THIRD PARTY FOR (1) ANY DIRECTDELAY OR (2) LOSS OF ACTUAL OR ANTICIPATED PROFIT OR (3) LOSSES CAUSED BY BUSINESS INTERRUPTION OR (4) LOSS OF GOODWILL OR REPUTATION OR (5) ACTS OR OMISSIONS OF THIRD PARTY VENDORS OR (6) FOR INDIRECT, INDIRECTSPECIAL, INCIDENTAL, SPECIALEXEMPLARY, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGESCONSEQUENTIAL DAMAGES WHETHER OR NOT FORESEEABLE, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS ARISING FROM THE EXERCISE OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES RESULTING FROM USE OF RAPIDSCREEN. THE MAXIMUM LIABILITY OF EITHER SPINTOUCH WORLD FUEL’S RIGHT TO SUSPEND AND/OR RESELLER UNDER THESE TERMS AND CONDITIONS IS LIMITED TERMINATE DELIVERY OF FUEL. (b) IN NO EVENT SHALL WORLD FUEL’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE CUMULATIVE AMOUNT AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID BY CUSTOMER OR PAYABLE TO SPINTOUCH OR RESELLER FOR WORLD FUEL PURSUANT TO THE PURCHASE OF DEVICES AND AGREEMENT IN THE PAYMENT OF SERVICE FEES DURING THE SIX TWELVE (612) MONTH PERIOD IMMEDIATELY PRIOR TO MONTHS PRECEDING THE EVENT GIVING RISE TO ANY CLAIM OR CAUSE OF ACTION. CUSTOMER ACKNOWLEDGES THAT PROCESSING AND ACCEPTANCE OF A RETURN BY SPINTOUCH WITH RESPECT TO A SINGLE DEVICE (OR AN ACCOMODATION WHEREIN SPINTOUCH AGREES TO PROCESS AND RETURN MULTIPLE DEVICES), AND THE FURNISHING BY SPINTOUCH OF THE PURCHASE PRICE PAID BY CUSTOMER LESS ANY RESTOCKING FEES AND/OR COSTS, OR ANY OTHER COMPENSATION, RELEASES SPINTOUCH OF ANY FURTHER OBLIGATION WITH RESPECT TO THE SAME. CUSTOMER AGREES AND ACCEPTS THE COMPENSATION OFFERED BY SPINTOUCH WITH RESPECT TO A DEVICE OR ACCOMODATION IS FINAL AND BINDINGCLAIM.

Indemnity and Limitation of Liability. BY AGREEING TO THESE TERMS AND CONDITIONSThe Vendor agrees to indemnify and hold harmless and defend TIPS, YOU AGREE TO INDEMNIFY AND HOLD SPINTOUCH AND ITS OFFICERSTIPS Member(s), DIRECTORSofficers and employees from and against all claims and suits by third parties for physical injuries to persons (including death), AGENTStangible personal property damages, REPRESENTATIVESlosses, EMPLOYEESand expenses including court costs and reasonable attorney’s fees resulting from the negligence or willful misconduct of the Vendor, its officers, employees, agents, subcontractors, licensees during performance under this Agreement.. Per Texas Education Code §44.032(f), reasonable Attorney’s fees are recoverable by the prevailing party in any dispute resulting in litigation. UNDER NO CIRCUMSTANCES, AND RESELLERS HARMLESS AS TO ALL CLAIMS AND/NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY SET FORTH HEREIN, WILL EITHER PARTY, ITS AFFILIATES OR DEMANDS ARISING FROM YOUR USAGE OF RAPIDSCREEN. YOU EXPRESSLY AGREE THAT SPINTOUCH, RESELLER AND ITS OR THEIR THIRD-PARTY SUPPLIERS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT SUBCONTRACTORS OR AGENTS BE LIABLE TO YOU FOR FOR: ANY DIRECTINCIDENTAL, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILLBUSINESS, USEREVENUES OR SAVINGS, AND LOSS, DAMAGE OR CORRUPTION OF DATA OR SOFTWARE, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITIES OF SUCH DAMAGES OR IF SUCH DAMAGES ARE OTHERWISE FORESEEABLE, IN EACH CASE, AND WHETHER A CLAIM FOR ANY SUCH LIABILITY IS PREMISED UPON BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHER INTANGIBLE LOSSES RESULTING FROM USE THEORY OF RAPIDSCREENLIABILITY. EXCEPT AS OTHERWISE AGREED BELOW, IN THE MAXIMUM EVENT OF ANY LIABILITY INCURRED BY EITHER PARTY OR ANY OF ITS AFFILIATES HEREUNDER, THE ENTIRE LIABILITY OF EITHER SPINTOUCH AND/OR RESELLER UNDER THESE TERMS THE PARTY AND CONDITIONS IS LIMITED TO ITS AFFILIATES FOR DAMAGES FROM ANY CAUSE WHATSOEVER WILL NOT EXCEED THE CUMULATIVE DOLLAR AMOUNT PAID BY CUSTOMER TO SPINTOUCH OR RESELLER THE TIPS MEMBER FOR THE PURCHASE OF DEVICES AND THE PAYMENT OF SERVICE FEES DURING THE SIX (6SPECIFIC PURCHASED ITEM(S) MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO THE XXXXX.XX THE EVENT OF ANY CLAIM CLAIMS FOR DAMAGE TO TANGIBLE PERSONAL PROPERTY OR CAUSE OF ACTION. CUSTOMER ACKNOWLEDGES THAT PROCESSING AND ACCEPTANCE OF A RETURN BY SPINTOUCH WITH RESPECT TO A SINGLE DEVICE PHYSICAL INJURY (OR AN ACCOMODATION WHEREIN SPINTOUCH AGREES TO PROCESS AND RETURN MULTIPLE DEVICESINCLUDING DEATH), AND THE FURNISHING BY SPINTOUCH OF THE PURCHASE PRICE PAID BY CUSTOMER LESS ANY RESTOCKING FEES AND/OR COSTSVENDOR’S TOTAL AGGREGATE LIABILITY FOR SUCH CLAIMS SHALL NOT EXCEED $5,000,000. TIPS reserves the right to award multiple vendor Agreements for categories when deemed in the best interest of the TIPS Membership. Bidders scoring the solicitation’s specified minimum score or above will be considered for an award. Categories are established at the discretion of TIPS. By signature hereon, OR ANY OTHER COMPENSATIONthe bidder hereby certifies that heƒshe is not currently delinquent in the payment of any franchise taxes owed the State of Texas under Chapter 171, RELEASES SPINTOUCH OF ANY FURTHER OBLIGATION WITH RESPECT TO THE SAME. CUSTOMER AGREES AND ACCEPTS THE COMPENSATION OFFERED BY SPINTOUCH WITH RESPECT TO A DEVICE OR ACCOMODATION IS FINAL AND BINDINGTax Code.

Indemnity and Limitation of Liability. BY AGREEING TO THESE TERMS AND CONDITIONS, YOU AGREE TO WILL INDEMNIFY AND HOLD SPINTOUCH YOUR SERVICE PROVIDER AND ITS OFFICERSAFFILIATES, DIRECTORSSUPPLIERS, AGENTSAUTHORIZED CONTRACTORS AND AGENTS HARMLESS FROM AND AGAINST ANY LOSS OR DAMAGE TO ANY PERSON, REPRESENTATIVES, EMPLOYEES, AND RESELLERS HARMLESS AS TO ALL CLAIMS EQUIPMENT AND/OR DEMANDS ARISING PROPERTY ON WHICH ANY OF THE BELL MODEM KIT CONTENTS ARE LOCATED OR TO WHICH THEY MAY BE CONNECTED TO OR INTEGRATED WITH AND FROM ALL CLAIMS, LOSSES, INJURIES, TAXES, EXPENSES, COSTS OR OTHER AMOUNTS RELATED TO OR IN CONNECTION WITH THESE TERMS OF SALE AND ANY DOCUMENT FORMING PART THEREOF, INCLUDING WITHOUT LIMITATION THE USE, MAINTENANCE OR CONDITION OF THE BELL MODEM KIT, TRANSFER OF THE BELL MODEM KIT TO YOU OR YOUR TERMINATION OF OR DEFAULT UNDER, OR BREACH OF ANY OF, THESE TERMS OF SALE, WHETHER OR NOT YOU RECEIVE THE SERVICE UNDER THE SERVICE AGREEMENT. IN THE EVENT OF ANY BREACH, INCLUDING WITHOUT LIMITATION A BREACH OF ANY FUNDAMENTAL TERM, BY YOUR SERVICE PROVIDER OR ANY OF ITS AFFILIATES, SUPPLIERS, AUTHORIZED CONTRACTORS OR AGENTS OF THESE TERMS OF SALE OR IN THE EVENT OF ANY NEGLIGENCE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR EXCLUSIVE REMEDY UNDER THESE TERMS OF SALE WILL BE TO RECEIVE FROM YOUR USAGE SERVICE PROVIDER THE TOTAL COLLECTIVE PAYMENT FOR ACTUAL AND DIRECT DAMAGES NOT TO EXCEED THE AMOUNT OF RAPIDSCREENTHE PURCHASE PRICE ACTUALLY PAID BY YOU TO YOUR SERVICE PROVIDER FOR THE BELL MODEM KIT. YOU EXPRESSLY AGREE THAT SPINTOUCHTO THE EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE SET OUT IN THIS SECTION, RESELLER AND THEIR THIRD-PARTY YOUR SERVICE PROVIDER OR ITS AFFILIATES, SUPPLIERS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AUTHORIZED CONTRACTORS AND LICENSORS SHALL AGENTS WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY, WHETHER IN CONTRACT, TORT OR OTHERWISE, AND EVEN IF YOUR SERVICE PROVIDER, OR ANY OF ITS AFFILIATES, SUPPLIERS, AUTHORIZED CONTRACTORS OR AGENTS, HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY, FOR (I) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR EXEMPLARY DAMAGESINCIDENTAL DAMAGES OF ANY KIND OR FOR ANY REASON WHATSOEVER, INCLUDINGINCLUDING WITHOUT LIMITATION LOST TIME, BUT NOT LIMITED TOLOSS OF USE OF THE BELL MODEM KIT, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA LOSS OF BUSINESS OPPORTUNITY OR ANY OTHER INTANGIBLE LOSSES DAMAGES RESULTING FROM USE THE BREAKDOWN OR FAILURE OF RAPIDSCREEN. THE MAXIMUM LIABILITY OF EITHER SPINTOUCH BELL MODEM KIT, DELAYS IN SERVICING OR INABILITY TO ACCESS THE NETWORK OR SIGNAL AND PROVIDE THE SERVICE, OR ANY SUCH DAMAGES THAT ARISE IN CONNECTION WITH OR RESULT IN ANY WAY FROM ANY CLAIM, ALLEGATION OR ACTION RELATING TO PERSONAL INJURY, PROPERTY DAMAGE OR DEATH, AND/OR RESELLER UNDER (II) ANY LOSSES, EXPENSES (INCLUDING WITHOUT LIMITATION LEGAL FEES) OR OTHER AMOUNTS ARISING OUT OF, OR IN CONNECTION WITH THESE TERMS AND CONDITIONS IS LIMITED TO OF SALE, INCLUDING, WITHOUT LIMITATION, ANY ALLEGATION, CLAIM, SUIT OR OTHER PROCEEDING BASED UPON A CONTENTION THAT THE CUMULATIVE AMOUNT PAID BY CUSTOMER TO SPINTOUCH OR RESELLER FOR THE PURCHASE OF DEVICES AND THE PAYMENT OF SERVICE FEES DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO ANY CLAIM OR CAUSE OF ACTION. CUSTOMER ACKNOWLEDGES THAT PROCESSING AND ACCEPTANCE OF A RETURN BY SPINTOUCH WITH RESPECT TO A SINGLE DEVICE (OR AN ACCOMODATION WHEREIN SPINTOUCH AGREES TO PROCESS AND RETURN MULTIPLE DEVICES), AND THE FURNISHING BY SPINTOUCH USE OF THE PURCHASE PRICE PAID BELL MODEM KIT BY CUSTOMER LESS ANY RESTOCKING FEES AND/YOU OR COSTS, A THIRD PARTY THROUGH YOUR SERVICE ACCOUNT INFRINGES THE INTELLECTUAL PROPERTY RIGHTS OR ANY OTHER COMPENSATION, RELEASES SPINTOUCH CONTRACTUAL RIGHTS OF ANY FURTHER OBLIGATION WITH RESPECT TO THE SAME. CUSTOMER AGREES AND ACCEPTS THE COMPENSATION OFFERED BY SPINTOUCH WITH RESPECT TO A DEVICE OR ACCOMODATION IS FINAL AND BINDINGTHIRD PARTY.

Indemnity and Limitation of Liability. BY AGREEING TO THESE TERMS AND CONDITIONS, YOU AGREE TO WILL INDEMNIFY AND HOLD SPINTOUCH YOUR SERVICE PROVIDER AND ITS OFFICERSAFFILIATES, DIRECTORSSUPPLIERS AND AGENTS HARM- LESS FROM AND AGAINST ANY LOSS OR DAMAGE TO ANY PERSON, AGENTS, REPRESENTATIVES, EMPLOYEES, AND RESELLERS HARMLESS AS TO ALL CLAIMS EQUIPMENT AND/OR DEMANDS ARISING PROPERTY ON WHICH THE EQUIPMENT IS LOCATED OR WHICH IT MAY BE CONNECTED TO OR INTEGRATED WITH AND FROM ALL CLAIMS, LOSSES, INJURIES, TAXES, EXPENSES, COSTS OR OTHER AMOUNTS RELATED TO OR IN CONNECTION WITH THESE TERMS OF SALE AND ANY DOCUMENT FORMING PART THEREOF, INCLUDING WITHOUT LIMITATION THE USE, MAINTE- XXXXX OR CONDITION OF THE EQUIPMENT, TRANSFER OF EQUIPMENT TO YOU OR YOUR TERMINATION OF OR DEFAULT UNDER, OR BREACH OF ANY OF, THESE TERMS OF SALE, WHETHER OR NOT YOU RECEIVE THE SERVICE UNDER THE SERVICE AGREEMENT. IN THE EVENT OF ANY BREACH, INCLUDING WITHOUT LIMITATION A BREACH OF ANY FUNDAMENTAL TERM, BY YOUR SERVICE PROVIDER OR ANY OF ITS AFFILIATES, SUPPLIERS OR AGENTS OF THESE TERMS OF SALE OR IN THE EVENT OF ANY NEGLIGENCE, YOUR EXCLUSIVE REMEDY UNDER THESE TERMS OF SALE WILL BE TO RECEIVE FROM YOUR USAGE SERVICE PROVIDER THE TOTAL COLLECTIVE PAYMENT FOR ACTUAL AND DIRECT DAMAGES NOT TO EXCEED THE AMOUNT OF RAPIDSCREENTHE PURCHASE PRICE ACTUALLY PAID BY YOU TO YOUR SERVICE PROVIDER FOR THE EQUIPMENT. YOU EXPRESSLY AGREE THAT SPINTOUCHTO THE EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHER- WISE SET OUT IN THIS SECTION, RESELLER YOUR SERVICE PROVIDER OR ITS AFFILIATES, SUPPLIERS AND THEIR THIRD-PARTY SUPPLIERS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL AGENTS WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY, WHETHER IN CONTRACT, TORT OR OTHERWISE, AND EVEN IF YOUR SERVICE PROVIDER, OR ANY OF its affiliates, SUPPLIERS OR agents, HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY, FOR (I) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR EXEMPLARY DAMAGESINCIDENTAL DAM- AGES OF ANY KIND OR FOR ANY REASON WHATSOEVER, INCLUDINGINCLUDING WITHOUT LIMITATION LOST TIME, BUT NOT LIMITED TOLOSS OF USE OF THE EQUIPMENT, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES RESULTING FROM USE LOSS OF RAPIDSCREEN. THE MAXIMUM LIABILITY OF EITHER SPINTOUCH AND/OR RESELLER UNDER THESE TERMS AND CONDITIONS IS LIMITED TO THE CUMULATIVE AMOUNT PAID BY CUSTOMER TO SPINTOUCH OR RESELLER FOR THE PURCHASE OF DEVICES AND THE PAYMENT OF SERVICE FEES DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO ANY CLAIM OR CAUSE OF ACTION. CUSTOMER ACKNOWLEDGES THAT PROCESSING AND ACCEPTANCE OF A RETURN BY SPINTOUCH WITH RESPECT TO A SINGLE DEVICE (OR AN ACCOMODATION WHEREIN SPINTOUCH AGREES TO PROCESS AND RETURN MULTIPLE DEVICES), AND THE FURNISHING BY SPINTOUCH OF THE PURCHASE PRICE PAID BY CUSTOMER LESS ANY RESTOCKING FEES AND/OR COSTS, BUSINESS OPPORTUNITY OR ANY OTHER COMPENSATIONDAMAGES RESULTING FROM THE BREAKDOWN OR FAILURE OF EQUIPMENT, RELEASES SPINTOUCH DELAYS IN EQUIPMENT SERVICING OR INABILITY TO ACCESS THE NETWORK OR SIGNAL AND PROVIDE THE SERVICE, or any such damages that arise in connection with or result in any way from any claim, allegation or action relating to PERSONAL INJURY, PROPERTY DAMAGE or DEATH, OR (II) ANY LOSSES, expenses (including WITHOUT LIMITATION legal fees) OR OTHER AMOUNTS arising out of, or in connection with THESE TERMS OF ANY FURTHER OBLIGATION WITH RESPECT TO THE SAME. CUSTOMER AGREES AND ACCEPTS THE COMPENSATION OFFERED BY SPINTOUCH WITH RESPECT TO A DEVICE OR ACCOMODATION IS FINAL AND BINDINGSALE, INCLUDING, WITHOUT LIMITATION, any allegation, claim, suit or other proceeding based upon a contention that the use of EQUIPMENT by you or a third party through your SERVICE Account infringes the intellectual property rights or contractual rights of any third party.

Indemnity and Limitation of Liability. BY AGREEING TO THESE TERMS AND CONDITIONS, YOU AGREE TO WILL INDEMNIFY AND HOLD SPINTOUCH YOUR SERVICE PROVIDER AND ITS OFFICERSAFFILIATES, DIRECTORSSUPPLIERS, AGENTSAUTHORIZED CONTRACTORS AND AGENTS HARMLESS FROM AND AGAINST ANY LOSS OR DAMAGE TO ANY PERSON, REPRESENTATIVES, EMPLOYEES, AND RESELLERS HARMLESS AS TO ALL CLAIMS EQUIPMENT AND/OR DEMANDS ARISING PROPERTY ON WHICH ANY OF THE BELL MODEM KIT CONTENTS ARE LOCATED OR TO WHICH THEY MAY BE CONNECTED TO OR INTEGRATED WITH AND FROM ALL CLAIMS, LOSSES, INJURIES, TAXES, EXPENSES, COSTS OR OTHER AMOUNTS RELATED TO OR IN CONNECTION WITH THESE TERMS OF SALE AND ANY DOCUMENT FORMING PART THEREOF, INCLUDING WITHOUT LIMITATION THE USE, MAINTENANCE OR CONDITION OF THE BELL MODEM KIT, TRANSFER OF THE BELL MODEM KIT TO YOU OR YOUR TERMINATION OF OR DEFAULT UNDER, OR BREACH OF ANY OF, THESE TERMS OF SALE, WHETHER OR NOT YOU RECEIVE THE SERVICE UNDER THE SERVICE AGREEMENT. IN THE EVENT OF ANY BREACH, INCLUDING WITHOUT LIMITATION A BREACH OF ANY FUNDAMENTAL TERM, BY YOUR SERVICE PROVIDER OR ANY OF ITS AFFILIATES, SUPPLIERS, AUTHORIZED CONTRACTORS OR AGENTS OF THESE TERMS OF SALE OR IN THE EVENT OF ANY NEGLIGENCE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR EXCLUSIVE REMEDY UNDER THESE TERMS OF SALE WILL BE TO RECEIVE FROM YOUR USAGE SERVICE PROVIDER THE TOTAL COLLECTIVE PAYMENT FOR ACTUAL AND DIRECT DAMAGES SHALL BE THE GREATER OF RAPIDSCREENFIFTY ($50) DOLLARS OR THE AMOUNT OF THE PURCHASE PRICE ACTUALLY PAID BY YOU TO YOUR SERVICE PROVIDER FOR THE BELL MODEM KIT. YOU EXPRESSLY AGREE THAT SPINTOUCHTO THE EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE SET OUT IN THIS SECTION, RESELLER AND THEIR THIRD-PARTY YOUR SERVICE PROVIDER OR ITS AFFILIATES, SUPPLIERS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AUTHORIZED CONTRACTORS AND LICENSORS SHALL AGENTS WILL NOT BE LIABLE TO YOU FOR OR ANY THIRD PARTY, WHETHER IN CONTRACT, TORT OR OTHERWISE, AND EVEN IF YOUR SERVICE PROVIDER, OR ANY OF ITS AFFILIATES, SUPPLIERS, AUTHORIZED CONTRACTORS OR AGENTS, HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY, FOR (I) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR EXEMPLARY DAMAGESINCIDENTAL DAMAGES OF ANY KIND OR FOR ANY REASON WHATSOEVER, INCLUDINGINCLUDING WITHOUT LIMITATION LOST TIME, BUT NOT LIMITED TOLOSS OF USE OF THE BELL MODEM KIT, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA LOSS OF BUSINESS OPPORTUNITY OR ANY OTHER INTANGIBLE LOSSES DAMAGES RESULTING FROM USE THE BREAKDOWN OR FAILURE OF RAPIDSCREEN. THE MAXIMUM LIABILITY OF EITHER SPINTOUCH BELL MODEM KIT, DELAYS IN SERVICING OR INABILITY TO ACCESS THE NETWORK OR SIGNAL AND PROVIDE THE SERVICE, OR ANY SUCH DAMAGES THAT ARISE IN CONNECTION WITH OR RESULT IN ANY WAY FROM ANY CLAIM, ALLEGATION OR ACTION RELATING TO PERSONAL INJURY, PROPERTY DAMAGE OR DEATH, AND/OR RESELLER UNDER (II) ANY LOSSES, EXPENSES (INCLUDING WITHOUT LIMITATION LEGAL FEES) OR OTHER AMOUNTS ARISING OUT OF, OR IN CONNECTION WITH THESE TERMS AND CONDITIONS IS LIMITED TO OF SALE, INCLUDING, WITHOUT LIMITATION, ANY ALLEGATION, CLAIM, SUIT OR OTHER PROCEEDING BASED UPON A CONTENTION THAT THE CUMULATIVE AMOUNT PAID BY CUSTOMER TO SPINTOUCH OR RESELLER FOR THE PURCHASE OF DEVICES AND THE PAYMENT OF SERVICE FEES DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO ANY CLAIM OR CAUSE OF ACTION. CUSTOMER ACKNOWLEDGES THAT PROCESSING AND ACCEPTANCE OF A RETURN BY SPINTOUCH WITH RESPECT TO A SINGLE DEVICE (OR AN ACCOMODATION WHEREIN SPINTOUCH AGREES TO PROCESS AND RETURN MULTIPLE DEVICES), AND THE FURNISHING BY SPINTOUCH USE OF THE PURCHASE PRICE PAID BELL MODEM KIT BY CUSTOMER LESS ANY RESTOCKING FEES AND/YOU OR COSTS, A THIRD PARTY THROUGH YOUR SERVICE ACCOUNT INFRINGES THE INTELLECTUAL PROPERTY RIGHTS OR ANY OTHER COMPENSATION, RELEASES SPINTOUCH CONTRACTUAL RIGHTS OF ANY FURTHER OBLIGATION WITH RESPECT TO THE SAME. CUSTOMER AGREES AND ACCEPTS THE COMPENSATION OFFERED BY SPINTOUCH WITH RESPECT TO A DEVICE OR ACCOMODATION IS FINAL AND BINDINGTHIRD PARTY.

Indemnity and Limitation of Liability. BY AGREEING TO THESE TERMS AND CONDITIONS24.1 AMS shall indemnify Distributor and its Affiliates from and against any and all liabilities, YOU AGREE TO INDEMNIFY AND HOLD SPINTOUCH AND ITS OFFICERSclaims, DIRECTORSdemands, AGENTSdamages, REPRESENTATIVEScosts and expenses or money judgements (including legal fees) incurred by or rendered against any of them from third party claims or actions for personal injury or property damage which arise out of a defect due to defective design, EMPLOYEESparts, AND RESELLERS HARMLESS packaging, labeling, instructions,faulty workmanship or materials of Products of which AMS is the manufacturer or is the Party responsible for failure to warn except to the extent that such personal injuries or property damage arise out of Distributor's (or its Affiliates) negligence or breach of this Agreement (as set forth in herein). 24.2 EXCEPT AS TO ALL CLAIMS AND/OR DEMANDS ARISING FROM YOUR USAGE OF RAPIDSCREEN. YOU EXPRESSLY AGREE THAT SPINTOUCHPROVIDED HEREIN, RESELLER AND THEIR THIRD-IN NO EVENT SHALL EITHER PARTY SUPPLIERS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU THE OTHER PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, PUNITIVE DAMAGES OF ANY KIND WHATSOEVER INCLUDING BUT NOT LIMITED TOTO LOST MEDICAL PRODUCTS DISTRIBUTION AGREEMENT PROFITS, DAMAGES IN CONJUNCTION WITH OR ARISING OUT OF THE PERFORMANCE UNDER THIS AGREEMENT OR THE USE OR PERFORMANCE OF PRODUCTS AND SUPPORT SERVICES EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CONSEQUENTIAL LOSS FOR THE PURPOSES OF THIS AGREEMENT SHALL MEAN AND INCLUDE WITHOUT LIMITATION OF THE GENERAL STATEMENT EARLIER APPEARING, IN EACH CASE WHETHER ARISING IN TORT OR CONTRACT AND INCLUDING IN EACH CASE NEGLIGENCE: (a) LOSS OF PROFITS, ; (b) LOSS OF CONTRACTS; (c) LOSS OF ANTICIPATED SAVINGS; (d) LOSS OF DATA; (e) LOSS OF BUSINESS; (f) LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES RESULTING FROM USE OF RAPIDSCREEN. THE MAXIMUM LIABILITY OF EITHER SPINTOUCH AND/OR RESELLER UNDER THESE TERMS AND CONDITIONS IS LIMITED TO THE CUMULATIVE AMOUNT PAID BY CUSTOMER TO SPINTOUCH OR RESELLER FOR THE PURCHASE OF DEVICES AND THE PAYMENT OF SERVICE FEES DURING THE SIX ; (6) MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO ANY CLAIM OR CAUSE OF ACTION. CUSTOMER ACKNOWLEDGES THAT PROCESSING AND ACCEPTANCE OF A RETURN BY SPINTOUCH WITH RESPECT TO A SINGLE DEVICE (OR AN ACCOMODATION WHEREIN SPINTOUCH AGREES TO PROCESS AND RETURN MULTIPLE DEVICESg), AND THE FURNISHING BY SPINTOUCH OF THE PURCHASE PRICE PAID BY CUSTOMER LESS ANY RESTOCKING FEES AND/OR COSTS, OR ANY OTHER COMPENSATION, RELEASES SPINTOUCH OF ANY FURTHER OBLIGATION WITH RESPECT TO THE SAME. CUSTOMER AGREES AND ACCEPTS THE COMPENSATION OFFERED BY SPINTOUCH WITH RESPECT TO A DEVICE OR ACCOMODATION IS FINAL AND BINDING.

Indemnity and Limitation of Liability. BY AGREEING TO THESE TERMS AND CONDITIONSSupplier shall indemnify S&N, YOU AGREE TO INDEMNIFY AND HOLD SPINTOUCH AND ITS OFFICERSits parent, DIRECTORSits subsidiaries and affiliates, AGENTSand their respective officers, REPRESENTATIVESdirectors, EMPLOYEESshareholders, AND RESELLERS HARMLESS AS TO ALL CLAIMS AND/OR DEMANDS ARISING FROM YOUR USAGE OF RAPIDSCREENmembers, and employees (collectively, "S&N Indemnitees"), in full against losses, whether direct or indirect (and including, without limitation, legal and other professional fees and expenses) awarded against or incurred or paid by S&N or any other S&N Indemnitee as a result of or in connection with: (a) any breach of the terms of the Order or these terms and conditions by Supplier; (b) any infringement, alleged infringement, or misappropriation of any intellectual property rights caused by the use, manufacture or sale of the Products (except where all specifications and designs necessary for the manufacture of the Products have been supplied solely by S&N and the Products have been manufactured in accordance with such specifications and designs); (c) any defect or failure in any Product or the negligent performance or any failure in performance by Supplier; or (d) any claims arising out of any error or omission in drawings, calculations, packing details or other particulars provided by Supplier. YOU EXPRESSLY AGREE THAT SPINTOUCH, RESELLER AND THEIR THIRD-PARTY SUPPLIERS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS IN NO EVENT SHALL NOT S&N BE LIABLE TO YOU SUPPLIER OR ANY THIRD PARTY FOR ANY DIRECTINCIDENTAL, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIALOR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR EXEMPLARY DAMAGESIN CONNECTION WITH, INCLUDINGANY ORDER, BUT WHETHER OR NOT LIMITED TOS&N WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. INSURANCE. At all times while Supplier is providing Products and/or Services to S&N, DAMAGES FOR LOSS OF PROFITSand for a period of five (5) years thereafter, GOODWILLSupplier shall obtain and maintain, USEat its sole cost and expense, DATA OR OTHER INTANGIBLE LOSSES RESULTING FROM USE OF RAPIDSCREEN. THE MAXIMUM LIABILITY OF EITHER SPINTOUCH AND/OR RESELLER UNDER THESE TERMS AND CONDITIONS IS LIMITED TO THE CUMULATIVE AMOUNT PAID BY CUSTOMER TO SPINTOUCH OR RESELLER FOR THE PURCHASE OF DEVICES AND THE PAYMENT OF SERVICE FEES DURING THE SIX the following insurance coverages: (61) MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO ANY CLAIM OR CAUSE OF ACTION. CUSTOMER ACKNOWLEDGES THAT PROCESSING AND ACCEPTANCE OF A RETURN BY SPINTOUCH WITH RESPECT TO A SINGLE DEVICE Commercial General Liability insurance, including Products & Completed Operations liability, that meets the following requirements: (OR AN ACCOMODATION WHEREIN SPINTOUCH AGREES TO PROCESS AND RETURN MULTIPLE DEVICESa) the insurance shall insure Supplier against all liability related to the Products (whether liability arises from Supplier's conduct or by virtue of a Party's participation hereunder), AND THE FURNISHING BY SPINTOUCH OF THE PURCHASE PRICE PAID BY CUSTOMER LESS ANY RESTOCKING FEES ANDincluding liability for bodily injury, property damage, wrongful death, and any pertaining contractual indemnity obligation imposed hereunder; (b) the coverage territory for this insurance shall be world-wide, including the United States and Canada; and (c) the insurance shall be in an amount that is required by operation of law and reasonable and customary in the industry for companies of comparable size and activity, but not less than Ten Million US Dollars (US$10,000,000.00) per occurrence, such limits can be met using primary and excess insurance; (2) where vehicles are used in providing products and services hereunder, insurance for the risk of third party bodily injury and property damage in a form and type customary for the territory where the vehicles are operated with limits not less than Five Hundred Thousand US Dollars (US$500,000); and (3) Employers Liability/OR COSTSWorkers Compensation or the equivalent in the territory where the work is being performed to meet the minimum statutory requirements thereof. For claims arising from the Products and Services provided hereunder, OR ANY OTHER COMPENSATIONSupplier shall name S&N as an Additional Insured (or the equivalent type of protection that extends S&N direct rights to defense and indemnity from the insurer for claims arising from the products and services provided hereunder to the extent that Supplier is required to indemnify S&N under this agreement) on any such policies, RELEASES SPINTOUCH OF ANY FURTHER OBLIGATION WITH RESPECT TO THE SAMEand Supplier's insurance shall be primary to any insurance provided by S&N, which shall be strictly excess of Supplier's insurance. CUSTOMER AGREES AND ACCEPTS THE COMPENSATION OFFERED BY SPINTOUCH WITH RESPECT TO A DEVICE OR ACCOMODATION IS FINAL AND BINDINGSupplier shall be solely responsible for any deductibles and/or self-insured retentions under Supplier's insurance policies. Supplier shall procure an endorsement whereby its insurer shall immediately notify S&N in the event of any material reduction or termination of coverage that affects coverage during the period for which Supplier is required to maintain insurance. S&N shall be provided with evidence of such insurance upon reasonable request; however failure to request such evidence shall in no way waive the requirements herein.

Indemnity and Limitation of Liability. (A) TO THE EXTENT PERMITTED BY AGREEING TO THESE TERMS AND CONDITIONSAPPLICABLE LAW, (a) YOU AGREE TO SHALL INDEMNIFY AND HOLD SPINTOUCH XXXX TV HARMLESS FROM AND ITS OFFICERSAGAINST ANY LOSS OR DAMAGE TO ANY PERSON, DIRECTORS, AGENTS, REPRESENTATIVES, EMPLOYEES, AND RESELLERS HARMLESS AS TO ALL CLAIMS EQUIPMENT AND/OR DEMANDS ARISING PROPERTY ON WHICH EQUIPMENT IS LOCATED AND FROM ALL CLAIMS, LOSSES, INJURIES, TAXES, EXPENSES AND COSTS RELATED TO THE INSTALLATION, REMOVAL, USE, MAINTENANCE OR CONDITION OF THE EQUIPMENT, TRANSFER OF EQUIPMENT TO YOU OR YOUR USAGE TERMINATION OF RAPIDSCREENOR DEFAULT UNDER THIS AGREEMENT, THE RCA, THE RENTAL WARRANTY OR ANY OTHER AGREEMENT BETWEEN YOU AND XXXX TV; (b) NONE OF XXXX TV, NOR ANY OF ITS SUPPLIERS (INCLUDING TELESAT CANADA), WILL BE LIABLE FOR ANY INTERRUPTIONS IN PROGRAMMING OR LIABLE FOR ANY DELAY OR FAILURE TO PERFORM, IF SUCH DELAY OR NON-PERFORMANCE ARISES IN CONNECTION WITH ANY ACTS OF GOD, FIRES, EARTHQUAKES, FLOODS, POWER FAILURE, SATELLITE FAILURE OR MALFUNCTION, FAILURE TO REPLACE EXISTING TECHNOLOGY, ACTS OF ANY GOVERNMENTAL BODY OR ANY OTHER CAUSE BEYOND OUR REASONABLE CONTROL. XXXX TV MAKES NO WARRANTY, EITHER EXPRESSED OR IMPLIED, REGARDING THE PROGRAMMING PROVIDED TO YOU AND ALL SUCH WARRANTIES ARE EXPRESSLY AGREE THAT SPINTOUCH, RESELLER AND THEIR THIRD-PARTY SUPPLIERS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL EXCLUDED; (c) XXXX TV WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR EXEMPLARY DAMAGESINCIDENTAL DAMAGES OF ANY KIND OR FOR ANY REASON WHATSOEVER; and (d) XXXX TV’S LIABILITY TO YOU WILL NOT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY YOU TO XXXX TV FOR THE RENTAL OF THE EQUIPMENT. (B) YOUR EQUIPMENT HAS BEEN ACQUIRED SEPARATELY AND APART FROM THIS AGREEMENT FOR THE PROVISION OF PROGRAMMING. YOU ACKNOWLEDGE THAT XXXX TV IS NOT THE MANUFACTURER, INCLUDINGDISTRIBUTOR, BUT NOT LIMITED TOINSTALLER OR RETAILER OF YOUR EQUIPMENT, DAMAGES FOR LOSS OF PROFITSAND THEREFORE, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES RESULTING FROM USE OF RAPIDSCREEN. THE MAXIMUM LIABILITY OF EITHER SPINTOUCH AND/OR RESELLER UNDER THESE TERMS AND CONDITIONS IS LIMITED TO THE CUMULATIVE AMOUNT PAID EXTENT PERMITTED BY CUSTOMER TO SPINTOUCH APPLICABLE LAW, HAS NO LIABILITY WHATSOEVER FOR SUCH EQUIPMENT, INCLUDING IF THE SOFTWARE IN YOUR RECEIVER OR RESELLER FOR THE PURCHASE OF DEVICES SMARTCARD BECOMES DISABLED, MODIFIED, UPDATED OR UPGRADED. ANY RIGHTS AND THE PAYMENT OF SERVICE FEES DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO ANY CLAIM OR CAUSE OF ACTION. CUSTOMER ACKNOWLEDGES THAT PROCESSING AND ACCEPTANCE OF A RETURN BY SPINTOUCH WITH RESPECT TO A SINGLE DEVICE (OR AN ACCOMODATION WHEREIN SPINTOUCH AGREES TO PROCESS AND RETURN MULTIPLE DEVICES), AND THE FURNISHING BY SPINTOUCH OF THE PURCHASE PRICE PAID BY CUSTOMER LESS ANY RESTOCKING FEES AND/OR COSTS, OR ANY OTHER COMPENSATION, RELEASES SPINTOUCH OF ANY FURTHER OBLIGATION REMEDIES WITH RESPECT TO THE SAMEEQUIPMENT MUST BE HANDLED DIRECTLY WITH THE MANUFACTURER, INSTALLER OR SUPPLIER OF SUCH EQUIPMENT. CUSTOMER AGREES Subscriber’s request, for the programming interruption period. For greater certainty, no credit or refund will be provided for programming interruptions resulting from Xxxx TV disabling or modifying the software in a Receiver or SmartCard, or if Xxxx TV can no longer provide any particular programming for any reason. (G) THE RCA MAY CONTAIN ADDITIONAL LIMITATIONS AND ACCEPTS THE COMPENSATION OFFERED BY SPINTOUCH WITH RESPECT EXCLUSIONS OF LIABILITY WHICH APPLY TO A DEVICE OR ACCOMODATION IS FINAL AND BINDINGYOU.

Indemnity and Limitation of Liability. BY AGREEING TO THESE TERMS AND CONDITIONSTHE FIVE BEHAVIORS MATERIALS IS PROVIDED “AS IS”.WILEY HEREBY DISCLAIMS ALL WARRANTIES, YOU AGREE TO INDEMNIFY AND HOLD SPINTOUCH AND ITS OFFICERSWHETHER EXPRESS, DIRECTORSIMPLIED, AGENTSSTATUTORY OR OTHER (INCLUDING ALL WARRANTIES ARISING FROM COURSE OF DEALING, REPRESENTATIVES, EMPLOYEESUSAGE OR TRADE PRACTICE), AND RESELLERS HARMLESS AS TO SPECIFICALLY DISCLAIMS ALL CLAIMS AND/IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON- INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WILEY MAKES NO WARRANTY OF ANY KIND THAT THE FIVE BEHAVIORS MATERIALS, OR DEMANDS ARISING FROM YOUR USAGE OF RAPIDSCREEN. YOU EXPRESSLY AGREE THAT SPINTOUCH, RESELLER AND THEIR ANY OTHER WILEY OR THIRD-PARTY SUPPLIERSGOODS, OFFICERSSERVICES, EMPLOYEESTECHNOLOGIES OR MATERIALS, AGENTSOR ANY PRODUCTS OR RESULTS OF THE USE OF ANY OF THEM, PARTNERS AND LICENSORS WILL MEET YOUR OR OTHER PERSONS' REQUIREMENTS, OPERATE WITHOUT INTERRUPTION OR ERROR FREE, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OTHER GOODS, SERVICES, TECHNOLOGIES OR MATERIALS (INCLUDING ANY SOFTWARE, HARDWARE, SYSTEM OR NETWORK). IN NO EVENT SHALL NOT WILEY, OR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF THE FIVE BEHAVIORS MATERIALS BE LIABLE TO YOU FOR ANY LOSS OR INACCURACY OF DATA OF ANY KIND OR FOR LOST PROFITS, LOST SAVINGS, OR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, INCIDENTAL DAMAGES FOR LOSS ARISING OUT OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES RESULTING FROM USE OF RAPIDSCREEN. THE MAXIMUM LIABILITY OF EITHER SPINTOUCH AND/OR RESELLER UNDER THESE TERMS AND CONDITIONS IS LIMITED RELATED IN ANY WAY TO THE CUMULATIVE AMOUNT PAID BY CUSTOMER USE OR INABILITY TO SPINTOUCH OR RESELLER FOR USE THE PURCHASE FIVE BEHAVIORS MATERIALS, EVEN IF WILEY HAS BEEN ADVISED OF DEVICES AND THE PAYMENT POSSIBILITY OF SERVICE FEES DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT GIVING RISE SUCH DAMAGES. THIS LIMITATION OF LIABILITY SHALL APPLY TO ANY CLAIM OR CAUSE OF ACTIONWHATSOEVER WHETHER SUCH CLAIM OR CAUSE IS IN CONTRACT, TORT OR OTHERWISE. CUSTOMER ACKNOWLEDGES THAT PROCESSING AND ACCEPTANCE OF A RETURN BY SPINTOUCH WITH RESPECT TO A SINGLE DEVICE You agree to indemnify and hold Wiley and all of its officers, directors, employees and agents, as well all those individuals or organizations providing information for the Five Behaviors Materials, harmless from any and all claims of third parties resulting from or incidental to Your use of the Five Behaviors Materials, or arising from any breach by You of any provisions of this Agreement. Wiley may, at its option, institute or defend any action arising out of the aforesaid clauses with counsel of its own choice. (OR AN ACCOMODATION WHEREIN SPINTOUCH AGREES TO PROCESS AND RETURN MULTIPLE DEVICESSome states do not allow exclusions or limitations of implied warranties or liability in certain cases, so the above exclusions and limitations may not apply to You.), AND THE FURNISHING BY SPINTOUCH OF THE PURCHASE PRICE PAID BY CUSTOMER LESS ANY RESTOCKING FEES AND/OR COSTS, OR ANY OTHER COMPENSATION, RELEASES SPINTOUCH OF ANY FURTHER OBLIGATION WITH RESPECT TO THE SAME. CUSTOMER AGREES AND ACCEPTS THE COMPENSATION OFFERED BY SPINTOUCH WITH RESPECT TO A DEVICE OR ACCOMODATION IS FINAL AND BINDING.

Indemnity and Limitation of Liability. BY AGREEING TO THESE TERMS AND CONDITIONS24.1 AMS shall indemnify Distributor and its Affiliates from and against any and all liabilities, YOU AGREE TO INDEMNIFY AND HOLD SPINTOUCH AND ITS OFFICERSclaims, DIRECTORSdemands, AGENTSdamages, REPRESENTATIVEScosts and expenses or money judgements (including legal fees) incurred by or rendered against any of them from third party claims or actions for personal injury or property damage which arise out of a defect due to defective design, EMPLOYEESparts, AND RESELLERS HARMLESS packaging, labeling, instructions,faulty workmanship or materials of Products of which AMS is the manufacturer or is the Party responsible for failure to warn except to the extent that such personal injuries or property damage arise out of Distributor's (or its Affiliates) negligence or breach of this Agreement (as set forth in herein). 24.2 EXCEPT AS TO ALL CLAIMS AND/OR DEMANDS ARISING FROM YOUR USAGE OF RAPIDSCREEN. YOU EXPRESSLY AGREE THAT SPINTOUCHPROVIDED HEREIN, RESELLER AND THEIR THIRD-IN NO EVENT SHALL EITHER PARTY SUPPLIERS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU THE OTHER PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, PUNITIVE DAMAGES OF ANY KIND WHATSOEVER INCLUDING BUT NOT LIMITED TOTO LOST PROFITS, DAMAGES IN CONJUNCTION WITH OR ARISING OUT OF THE PERFORMANCE UNDER THIS AGREEMENT OR THE USE OR PERFORMANCE OF PRODUCTS AND SUPPORT SERVICES EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CONSEQUENTIAL LOSS FOR THE PURPOSES OF THIS AGREEMENT SHALL MEAN AND INCLUDE WITHOUT LIMITATION OF THE GENERAL STATEMENT EARLIER APPEARING, IN EACH CASE WHETHER ARISING IN TORT OR CONTRACT AND INCLUDING IN EACH CASE NEGLIGENCE: (a) LOSS OF PROFITS, ; (b) LOSS OF CONTRACTS; (c) LOSS OF ANTICIPATED SAVINGS; (d) LOSS OF DATA; (e) LOSS OF BUSINESS; (f) LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES RESULTING FROM USE OF RAPIDSCREEN. THE MAXIMUM LIABILITY OF EITHER SPINTOUCH AND/OR RESELLER UNDER THESE TERMS AND CONDITIONS IS LIMITED TO THE CUMULATIVE AMOUNT PAID BY CUSTOMER TO SPINTOUCH OR RESELLER FOR THE PURCHASE OF DEVICES AND THE PAYMENT OF SERVICE FEES DURING THE SIX ; (6) MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO ANY CLAIM OR CAUSE OF ACTION. CUSTOMER ACKNOWLEDGES THAT PROCESSING AND ACCEPTANCE OF A RETURN BY SPINTOUCH WITH RESPECT TO A SINGLE DEVICE (OR AN ACCOMODATION WHEREIN SPINTOUCH AGREES TO PROCESS AND RETURN MULTIPLE DEVICESg), AND THE FURNISHING BY SPINTOUCH OF THE PURCHASE PRICE PAID BY CUSTOMER LESS ANY RESTOCKING FEES AND/OR COSTS, OR ANY OTHER COMPENSATION, RELEASES SPINTOUCH OF ANY FURTHER OBLIGATION WITH RESPECT TO THE SAME. CUSTOMER AGREES AND ACCEPTS THE COMPENSATION OFFERED BY SPINTOUCH WITH RESPECT TO A DEVICE OR ACCOMODATION IS FINAL AND BINDING.

Indemnity and Limitation of Liability. BY AGREEING TO THESE TERMS AND CONDITIONS, YOU AGREE TO WILL INDEMNIFY AND HOLD SPINTOUCH YOUR SERVICE PROVIDER AND ITS OFFICERSAFFILIATES, DIRECTORSSUPPLIERS, AGENTSAUTHORIZED CONTRACTORS AND AGENTS HARMLESS FROM AND AGAINST ANY LOSS OR DAMAGE TO ANY PERSON, REPRESENTATIVES, EMPLOYEES, AND RESELLERS HARMLESS AS TO ALL CLAIMS EQUIPMENT AND/OR DEMANDS ARISING PROPERTY ON WHICH ANY OF THE BELL MODEM KIT CONTENTS ARE LOCATED OR TO WHICH THEY MAY BE CONNECTED TO OR INTEGRATED WITH AND FROM ALL CLAIMS, LOSSES, INJURIES, TAXES, EXPENSES, COSTS OR OTHER AMOUNTS RELATED TO OR IN CONNECTION WITH THESE TERMS OF SALE AND ANY DOCUMENT FORMING PART THEREOF, INCLUDING WITHOUT LIMITATION THE USE, MAINTENANCE OR CONDITION OF THE BELL MODEM KIT, TRANSFER TO YOU OR INSTALLATION OF THE BELL MODEM KIT OR YOUR TERMINATION OF OR DEFAULT UNDER, OR BREACH OF ANY OF, THESE TERMS OF SALE, WHETHER OR NOT YOU RECEIVE THE SERVICE UNDER THE SERVICE AGREEMENT. IN THE EVENT OF ANY BREACH, INCLUDING WITHOUT LIMITATION A BREACH OF ANY FUNDAMENTAL TERM, BY YOUR SERVICE PROVIDER OR ANY OF ITS AFFILIATES, SUPPLIERS, AUTHORIZED CONTRACTORS OR AGENTS OF THESE TERMS OF SALE OR IN THE EVENT OF ANY NEGLIGENCE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR EXCLUSIVE REMEDY UNDER THESE TERMS OF SALE WILL BE TO RECEIVE FROM YOUR USAGE SERVICE PROVIDER THE TOTAL COLLECTIVE PAYMENT FOR ACTUAL AND DIRECT DAMAGES NOT TO EXCEED THE AMOUNT OF RAPIDSCREENTHE PURCHASE PRICE ACTUALLY PAID BY YOU TO YOUR SERVICE PROVIDER FOR THE BELL MODEM KIT. YOU EXPRESSLY AGREE THAT SPINTOUCHTO THE EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE SET OUT IN THIS SECTION, RESELLER AND THEIR THIRD-PARTY YOUR SERVICE PROVIDER OR ITS AFFILIATES, SUPPLIERS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AUTHORIZED CONTRACTORS AND LICENSORS SHALL AGENTS WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY, WHETHER IN CONTRACT, TORT OR OTHERWISE, AND EVEN IF YOUR SERVICE PROVIDER, OR ANY OF ITS AFFILIATES, SUPPLIERS, AUTHORIZED CONTRACTORS OR AGENTS, HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY, FOR (I) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR EXEMPLARY DAMAGESINCIDENTAL DAMAGES OF ANY KIND OR FOR ANY REASON WHATSOEVER, INCLUDINGINCLUDING WITHOUT LIMITATION LOST TIME, BUT NOT LIMITED TOLOSS OF USE OF THE BELL MODEM KIT, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA LOSS OF BUSINESS OPPORTUNITY OR ANY OTHER INTANGIBLE LOSSES DAMAGES RESULTING FROM USE THE BREAKDOWN OR FAILURE OF RAPIDSCREEN. THE MAXIMUM LIABILITY OF EITHER SPINTOUCH BELL MODEM KIT, DELAYS IN SERVICING OR INABILITY TO ACCESS THE NETWORK OR SIGNAL AND PROVIDE THE SERVICE, OR ANY SUCH DAMAGES THAT ARISE IN CONNECTION WITH OR RESULT IN ANY WAY FROM ANY CLAIM, ALLEGATION OR ACTION RELATING TO PERSONAL INJURY, PROPERTY DAMAGE OR DEATH, AND/OR RESELLER UNDER (II) ANY LOSSES, EXPENSES (INCLUDING WITHOUT LIMITATION LEGAL FEES) OR OTHER AMOUNTS ARISING OUT OF, OR IN CONNECTION WITH THESE TERMS AND CONDITIONS IS LIMITED TO OF SALE, INCLUDING, WITHOUT LIMITATION, ANY ALLEGATION, CLAIM, SUIT OR OTHER PROCEEDING BASED UPON A CONTENTION THAT THE CUMULATIVE AMOUNT PAID BY CUSTOMER TO SPINTOUCH OR RESELLER FOR THE PURCHASE OF DEVICES AND THE PAYMENT OF SERVICE FEES DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO ANY CLAIM OR CAUSE OF ACTION. CUSTOMER ACKNOWLEDGES THAT PROCESSING AND ACCEPTANCE OF A RETURN BY SPINTOUCH WITH RESPECT TO A SINGLE DEVICE (OR AN ACCOMODATION WHEREIN SPINTOUCH AGREES TO PROCESS AND RETURN MULTIPLE DEVICES), AND THE FURNISHING BY SPINTOUCH USE OF THE PURCHASE PRICE PAID BELL MODEM KIT BY CUSTOMER LESS ANY RESTOCKING FEES AND/YOU OR COSTS, A THIRD PARTY THROUGH YOUR SERVICE ACCOUNT INFRINGES THE INTELLECTUAL PROPERTY RIGHTS OR ANY OTHER COMPENSATION, RELEASES SPINTOUCH CONTRACTUAL RIGHTS OF ANY FURTHER OBLIGATION WITH RESPECT TO THE SAME. CUSTOMER AGREES AND ACCEPTS THE COMPENSATION OFFERED BY SPINTOUCH WITH RESPECT TO A DEVICE OR ACCOMODATION IS FINAL AND BINDINGTHIRD PARTY.

Indemnity and Limitation of Liability. BY AGREEING TO THESE TERMS AND CONDITIONSa. CLIENT agrees to indemnify, YOU AGREE TO INDEMNIFY AND HOLD SPINTOUCH AND ITS OFFICERSdefend, DIRECTORSprotect and hold harmless Rutgers, AGENTSits officers, REPRESENTATIVESemployees, EMPLOYEESaffiliates, AND RESELLERS HARMLESS AS TO ALL CLAIMS AND/agents, successors and assigns from and against any and all claims, liabilities, actions, suits, proceedings, damages, losses, costs, expenses and court costs relating to, arising out of, connected with or resulting from the negligent acts, errors and omissions of CLIENT officers, shareholders, employees, affiliates, agents and representatives. b. Rutgers agrees to indemnify, defend, protect and hold harmless CLIENT, its officers, shareholders, employees, affiliates, agents, successors and assigns from and against any and all claims, liabilities, actions, suits, proceedings, damages, losses, costs, expenses and court costs relating to, arising out of, connected with or resulting from the negligent acts, errors and omissions of Rutgers officers, employees, affiliates, agents and representatives. IN NO EVENT OR DEMANDS ARISING FROM YOUR USAGE OF RAPIDSCREEN. YOU EXPRESSLY AGREE THAT SPINTOUCH, RESELLER AND THEIR THIRD-UNDER ANY CIRCUMSTANCE SHALL EITHER PARTY SUPPLIERS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU THE OTHER OR ANY THIRD PARTY (OR TO ANY PERSON CLAIMING RIGHTS DERIVED FROM THE OTHER PARTY’S RIGHTS), IN CONTRACT, TORT OR OTHERWISE, FOR ANY DIRECTINDIRECT, INDIRECTSPECIAL, INCIDENTAL, SPECIALEXEMPLARY, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS . REGARDLESS OF PROFITS, GOODWILL, USE, DATA THE FORM OR OTHER INTANGIBLE LOSSES RESULTING FROM USE NATURE OF RAPIDSCREEN. ACTION THE MAXIMUM TOTAL CUMULATIVE LIABILITY OF EITHER SPINTOUCH AND/OR RESELLER RUTGERS TO THE CLIENT FOR DAMAGES UNDER THESE TERMS AND CONDITIONS IS THIS AGREEMENT SHALL BE LIMITED TO THE CUMULATIVE AGGREGATE OF THE AMOUNT PAID BY CUSTOMER TO SPINTOUCH OR RESELLER RUTGERS IN THE IMMEDIATE PREVIOUS SIX MONTHS FOR THE PURCHASE OF DEVICES AND SERVICES. THIS LIMITATION ON LIABILITY WAS A CONTROLLING FACTOR IN THE PAYMENT OF SERVICE FEES DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO ANY CLAIM OR CAUSE OF ACTION. CUSTOMER ACKNOWLEDGES THAT PROCESSING AND ACCEPTANCE OF A RETURN BY SPINTOUCH WITH RESPECT TO A SINGLE DEVICE (OR AN ACCOMODATION WHEREIN SPINTOUCH AGREES TO PROCESS AND RETURN MULTIPLE DEVICES), AND THE FURNISHING BY SPINTOUCH SETTING OF THE PURCHASE PRICE PAID BY CUSTOMER LESS ANY RESTOCKING FEES AND/OR COSTS, OR ANY OTHER COMPENSATION, RELEASES SPINTOUCH OF ANY FURTHER OBLIGATION WITH RESPECT PAYABLE TO THE SAME. CUSTOMER AGREES AND ACCEPTS THE COMPENSATION OFFERED BY SPINTOUCH WITH RESPECT TO A DEVICE OR ACCOMODATION IS FINAL AND BINDINGRUTGERS HEREUNDER.

Indemnity and Limitation of Liability. BY AGREEING TO THESE TERMS AND CONDITIONS9.1 The Manager shall indemnify, YOU AGREE TO INDEMNIFY AND HOLD SPINTOUCH AND ITS OFFICERSdefend, DIRECTORSand hold harmless the Project Company against any and all Losses of whatever kind and nature, AGENTSincluding, REPRESENTATIVESwithout limitation, EMPLOYEESall related costs and expenses incurred in connection therewith, AND RESELLERS HARMLESS AS TO ALL CLAIMS AND/OR DEMANDS ARISING FROM YOUR USAGE OF RAPIDSCREENin respect of personal injury to or death of third parties and in respect of Loss of or damage to any third party property to the extent that the same arises out of: (a) any breach by the Manager of its obligations hereunder; (b) any negligent act or omission on the part of the Manager; and (c) any gross negligence or willful misconduct of the Manager. YOU EXPRESSLY AGREE THAT SPINTOUCHAny indemnification payable by the Manager to the Project Company hereunder shall be net of any insurance proceeds received by the Project Company under insurance policies with respect to the circumstances giving rise to the Manager's indemnification of the Project Company hereunder. 9.2 The aggregate amount of damages, RESELLER AND THEIR THIRD-PARTY SUPPLIERScompensation, OFFICERSor other such liabilities payable by the Manager under this Agreement shall be limited to, EMPLOYEESand shall in no event exceed in each Operating Year, AGENTS, PARTNERS AND LICENSORS an amount equal to $6,240,000. 9.3 THE MANAGER SHALL NOT BE LIABLE UNDER THIS AGREEMENT OR UNDER ANY CAUSE OF ACTION RELATED TO YOU THE SUBJECT MATTER OF THIS AGREEMENT, WHETHER IN CONTRACT, WARRANTY, TORT, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, STRICT LIABILITY, PROFESSIONAL LIABILITY, PRODUCT LIABILITY, CONTRIBUTION, OR ANY OTHER CAUSE OF ACTION FOR ANY DIRECTSPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR EXEMPLARY CONSEQUENTIAL LOSSES OR DAMAGES, INCLUDING, BUT NOT LIMITED TOWITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITSPROFIT, GOODWILL, LOSS OF USE, DATA LOSS OF OPPORTUNITY, LOSS OF REVENUES, OR OTHER INTANGIBLE LOSSES RESULTING FROM USE LOSS OF RAPIDSCREEN. GOOD WILL; PROVIDED THAT THE MAXIMUM LIABILITY OF EITHER SPINTOUCH AND/OR RESELLER UNDER THESE TERMS AND CONDITIONS IS LIMITED FOREGOING SHALL NOT APPLY TO INDEMNITIES EXPRESSLY PROVIDED IN THIS ARTICLE 9 TO THE CUMULATIVE AMOUNT PAID BY CUSTOMER EXTENT THAT THEY APPLY TO SPINTOUCH OR RESELLER FOR THE PURCHASE OF DEVICES AND THE PAYMENT OF SERVICE FEES DURING THE SIX THIRD PARTY CLAIMS. The Manager and the Project Company agree that (6i) MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO ANY CLAIM OR CAUSE OF ACTIONthe Louisiana Oilfield Anti-Indemnity Act, LA. CUSTOMER ACKNOWLEDGES THAT PROCESSING AND ACCEPTANCE OF A RETURN BY SPINTOUCH WITH RESPECT TO A SINGLE DEVICE REV.STAT. § 9:2780, and (OR AN ACCOMODATION WHEREIN SPINTOUCH AGREES TO PROCESS AND RETURN MULTIPLE DEVICES)ii) LA. REV.STAT.2780.1, AND THE FURNISHING BY SPINTOUCH OF THE PURCHASE PRICE PAID BY CUSTOMER LESS ANY RESTOCKING FEES AND/OR COSTSet seq., OR ANY OTHER COMPENSATIONare inapplicable to this Agreement and the performance of the Services. Application of these statutory provisions to this Agreement would be contrary to the intent of the Parties, RELEASES SPINTOUCH OF ANY FURTHER OBLIGATION WITH RESPECT TO THE SAMEand each Party hereby irrevocably waives any contention that these statutory provisions are applicable to this Agreement or the Services. CUSTOMER AGREES AND ACCEPTS THE COMPENSATION OFFERED BY SPINTOUCH WITH RESPECT TO A DEVICE OR ACCOMODATION IS FINAL AND BINDINGIn addition, it is the intent of the Parties that in the event that either of the aforementioned statutory provisions were to apply, each Party shall provide insurance to cover the losses contemplated by such statutory provisions and assumed by each such Party under the indemnification provisions of this Agreement, and the Manager agrees that the payments made to the Manager hereunder compensate the Manager for the cost of premiums for the insurance provided by it under this Agreement. The Parties agree that each Party's agreement to support their indemnification obligations by insurance shall in no respect impair their indemnification obligations.

Indemnity and Limitation of Liability. BY AGREEING TO THESE TERMS AND CONDITIONSEach party (the “Indemnifying Party”) will promptly indemnify and save and hold harmless the other party (the “Indemnified Party”) for any and all liabilities, YOU AGREE TO INDEMNIFY AND HOLD SPINTOUCH AND ITS OFFICERSdamages, DIRECTORScosts, AGENTSclaims, REPRESENTATIVESsuits or actions of any nature or kind including the full cost and reasonable expenses to the Indemnified Party payable on demand in resisting or defending the same to which the Indemnified Party shall or may become liable or suffer arising out of or by reason of: (a) any breach, EMPLOYEESviolation or non-performance by the Indemnifying Party of any of its covenants and obligations under this Lease; (b) any damage to tangible property of the Indemnified Party while said property shall be in or about the Leased Premises, AND RESELLERS HARMLESS AS TO ALL CLAIMS AND/OR DEMANDS ARISING FROM YOUR USAGE OF RAPIDSCREENBuilding or Lands including any systems, furnishings and amenities thereof, as a result of the negligence, misuse or willful misconduct of the Indemnifying Party, its express or implied invitees, licensees, agents, servants or employees; and (c) any personal injury to any invitee, licensee, agent, servant or employee of the Indemnified Party, including death resulting at any time therefrom, occurring on or about the Leased Premises, the Building or the Lands as a result of the negligence, misuse or willful misconduct of the Indemnifying Party, its express or implied invitees, licensees, agents, servants or employees. YOU EXPRESSLY AGREE THAT SPINTOUCH, RESELLER AND THEIR THIRD-IN NO EVENT SHALL EITHER PARTY SUPPLIERS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECTSPECIAL, INCIDENTAL, SPECIALPUNITIVE, CONSEQUENTIALEXEMPLARY, INDIRECT OR EXEMPLARY DAMAGES, CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TOWITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, GOODWILLBUSINESS INTERRUPTION, USELOSS OF DATA, DATA LOST SAVINGS OR OTHER INTANGIBLE LOSSES RESULTING SIMILAR PECUNIARY LOSS) WHETHER ARISING FROM USE OF RAPIDSCREEN. THE MAXIMUM LIABILITY OF EITHER SPINTOUCH AND/OR RESELLER UNDER THESE TERMS AND CONDITIONS IS LIMITED TO THE CUMULATIVE AMOUNT PAID BY CUSTOMER TO SPINTOUCH OR RESELLER FOR THE PURCHASE OF DEVICES AND THE PAYMENT OF SERVICE FEES DURING THE SIX CONTRACT (6) MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO ANY CLAIM OR CAUSE OF ACTION. CUSTOMER ACKNOWLEDGES THAT PROCESSING AND ACCEPTANCE OF A RETURN BY SPINTOUCH WITH RESPECT TO A SINGLE DEVICE (OR AN ACCOMODATION WHEREIN SPINTOUCH AGREES TO PROCESS AND RETURN MULTIPLE DEVICESINCLUDING FUNDAMENTAL BREACH), AND THE FURNISHING BY SPINTOUCH OF THE PURCHASE PRICE PAID BY CUSTOMER LESS ANY RESTOCKING FEES AND/OR COSTS, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER COMPENSATION, RELEASES SPINTOUCH THEORY OF ANY FURTHER OBLIGATION WITH RESPECT TO THE SAMELIABILITY. CUSTOMER AGREES AND ACCEPTS THE COMPENSATION OFFERED BY SPINTOUCH WITH RESPECT TO A DEVICE OR ACCOMODATION IS FINAL AND BINDINGThe foregoing indemnity and limitation of liability shall survive the expiry or sooner determination of this Lease.

Indemnity and Limitation of Liability. BY AGREEING TO THESE TERMS (a) INDEMNIFICATION. NOT IN LIMITATION OF ANY OTHER RIGHT OR REMEDY CONTAINED HEREIN, IN CONSIDERATION OF THE EXECUTION AND CONDITIONSDELIVERY OF THIS AGREEMENT, YOU CROSSCHECK CAPITAL AND PROVIDER (AS APPLICABLE, THE “INDEMNIFYING PARTY”) AGREE TO INDEMNIFY IMMEDIATELY INDEMNIFY, DEFEND, EXONERATE AND HOLD SPINTOUCH THE OTHER PARTY AND EACH OF THE OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, APPROVED FUNDS AND AGENTS OF CROSSCHECK CAPITAL, EACH LENDER AND ANY ASSIGNEE OF SUCH PARTY (EACH AN “INDEMNIFIED PARTY”) FREE AND HARMLESS FROM AND AGAINST ANY AND ALL ACTIONS, CAUSES OF ACTION, SUITS, LOSSES, LIABILITIES, DAMAGES AND EXPENSES, FINES, PENALTIES, INCLUDING REASONABLE AND DOCUMENTED, OUT-OF-POCKET ATTORNEY COSTS ARISING OUT OF OR IN CONNECTION WITH (i) ANY CLAIM BY A THIRD PARTY ARISING OUT OF THE NEGLIGENCE OF OR A BREACH BY THE INDEMNIFYING PARTY OF ITS OBLIGATIONS UNDER THIS AGREEMENT, (ii) ANY VIOLATION OF APPLICABLE LAW BY OR ON BEHALF OF THE INDEMNIFYING PARTY, (iii) ANY UNAUTHORIZED USE BY OR ON BEHALF OF THE INDEMNIFYING PARTY OF ANY PROPRIETARY SOFTWARE OF THE INDEMNIFIED PARTY, (iv) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT BY OR ON BEHALF OF THE INDEMNIFYING PARTY, IN EACH CASE AS DETERMINED BY A FINAL, NONAPPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION. ADDITIONALLY, PROVIDER XXXXXX AGREES TO INDEMNIFY, DEFEND, EXONERATE AND HOLD CROSSCHECK CAPITAL AND EACH OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, APPROVED FUNDS AND AGENTS, REPRESENTATIVESLENDERS AND ANY ASSIGNEES FROM AND AGAINST ANY AND ALL ACTIONS, EMPLOYEESCAUSES OF ACTION, SUITS, LOSSES, LIABILITIES, DAMAGES AND RESELLERS HARMLESS AS EXPENSES BROUGHT AGAINST CROSSCHECK CAPITAL, INCLUDING REASONABLE AND DOCUMENTED, OUT-OF-POCKET ATTORNEY COSTS ARISING OUT OF OR IN CONNECTION WITH ANY CLAIM BY ANY PATIENT ARISING OUT OF PROVIDER’S PROVISION OF DENTAL SERVICES TO ALL CLAIMS AND/OR DEMANDS ARISING FROM YOUR USAGE OF RAPIDSCREEN. YOU EXPRESSLY AGREE THAT SPINTOUCH, RESELLER AND THEIR THIRD-PARTY SUPPLIERS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, ITS PATIENTS INCLUDING, BUT NOT LIMITED TOWITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA CLAIMS THAT SUCH SERVICES ARE DEFICIENT OR OTHER INTANGIBLE LOSSES RESULTING FROM USE OF RAPIDSCREEN. THE MAXIMUM LIABILITY OF EITHER SPINTOUCH AND/OR RESELLER UNDER THESE TERMS AND CONDITIONS IS LIMITED TO THE CUMULATIVE AMOUNT PAID BY CUSTOMER TO SPINTOUCH OR RESELLER FOR THE PURCHASE OF DEVICES AND THE PAYMENT OF SERVICE FEES DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO ANY CLAIM OR CAUSE OF ACTION. CUSTOMER ACKNOWLEDGES THAT PROCESSING AND ACCEPTANCE OF A RETURN BY SPINTOUCH WITH RESPECT TO A SINGLE DEVICE (OR AN ACCOMODATION WHEREIN SPINTOUCH AGREES TO PROCESS AND RETURN MULTIPLE DEVICES), AND THE FURNISHING BY SPINTOUCH OF THE PURCHASE PRICE PAID BY CUSTOMER LESS ANY RESTOCKING FEES AND/OR COSTS, OR ANY OTHER COMPENSATION, RELEASES SPINTOUCH OF ANY FURTHER OBLIGATION WITH RESPECT TO THE SAME. CUSTOMER AGREES AND ACCEPTS THE COMPENSATION OFFERED BY SPINTOUCH WITH RESPECT TO A DEVICE OR ACCOMODATION IS FINAL AND BINDINGPROVISION THEREOF CONSTITUTES PROFESSIONAL MALPRACTICE.

Indemnity and Limitation of Liability. BY AGREEING TO THESE TERMS AND CONDITIONSCompany possesses insurance that provides coverage in the event of injury to persons or property arising directly from the negligence of Company and/or its employees. Further, YOU AGREE TO INDEMNIFY AND HOLD SPINTOUCH AND all of the employees of Company are covered by Worker's Compensation Insurance. Customer shall indemnify, defend, and hold Company harmless from and against any loss, liability, damage, or expense, including reasonable attorney's fees, incurred or suffered by or threatened against Company in connection with or as a result of any claim brought by or on behalf of any third-party person or entity as a result of or in connection with Company’s association with Customer or Customer’s breach of any provision of this Contract (including any representation or warranty). THE SERVICES ARE SOLD "AS IS." THE MAXIMUM LIABILITY OF COMPANY, ITS OFFICERS, DIRECTORS, AGENTS, REPRESENTATIVES, EMPLOYEES, AND RESELLERS HARMLESS AS TO ALL CLAIMS AND/OR DEMANDS ARISING FROM YOUR USAGE OF RAPIDSCREEN. YOU EXPRESSLY AGREE THAT SPINTOUCH, RESELLER AND THEIR THIRD-PARTY SUPPLIERS, OFFICERS, EMPLOYEES, AGENTSAGENTS OR AFFILIATES, PARTNERS TO CUSTOMER FOR DAMAGES FOR ANY AND LICENSORS ALL CAUSES WHATSOEVER, AND CUSTOMER’S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT BE LIMITED TO THE INSURANCE PROCEEDS PAID TO COMPANY IN CONNECTION WITH SUCH CLAIM OR THE AMOUNTS PAID UNDER THE CONTRACT, WHICHEVER IS LESS. IN NO EVENT SHALL COMPANY BE LIABLE TO YOU FOR LOST PROFITS, BUSINESS INTERRUPTION OR FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR EXEMPLARY PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE SERVICES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. COMPANY SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING AFTER THE SERVICES HAVE BEEN COMPLETED REGARDLESS OF WHETHER THE DAMAGE ARISES FROM THE SERVICES. No Warranties. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES IN THIS DOCUMENT, COMPANY MAKES NO WARRANTIES WHATSOEVER. COMPANY EXPLICITLY DISCLAIMS ANY OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, DAMAGES WARRANTIES OF MERCHANTABILITY OR FITNESS FOR LOSS OF PROFITS, GOODWILL, USE, DATA A PARTICULAR PURPOSE OR OTHER INTANGIBLE LOSSES RESULTING FROM USE OF RAPIDSCREEN. THE MAXIMUM LIABILITY OF EITHER SPINTOUCH AND/COMPLIANCE WITH LAWS OR RESELLER UNDER THESE TERMS AND CONDITIONS IS LIMITED GOVERNMENT RULES OR REGULATIONS APPLICABLE TO THE CUMULATIVE AMOUNT PAID BY CUSTOMER TO SPINTOUCH OR RESELLER FOR THE PURCHASE OF DEVICES AND THE PAYMENT OF SERVICE FEES DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO ANY CLAIM OR CAUSE OF ACTIONSERVICES Severability. CUSTOMER ACKNOWLEDGES THAT PROCESSING AND ACCEPTANCE OF A RETURN BY SPINTOUCH WITH RESPECT TO A SINGLE DEVICE (OR AN ACCOMODATION WHEREIN SPINTOUCH AGREES TO PROCESS AND RETURN MULTIPLE DEVICES)All parties agree that should any term or condition stated be found to be invalid or unenforceable, AND THE FURNISHING BY SPINTOUCH OF THE PURCHASE PRICE PAID BY CUSTOMER LESS ANY RESTOCKING FEES AND/OR COSTS, OR ANY OTHER COMPENSATION, RELEASES SPINTOUCH OF ANY FURTHER OBLIGATION WITH RESPECT TO THE SAME. CUSTOMER AGREES AND ACCEPTS THE COMPENSATION OFFERED BY SPINTOUCH WITH RESPECT TO A DEVICE OR ACCOMODATION IS FINAL AND BINDINGsuch provision shall be enforced to the maximum extent permitted and then the remaining conditions and portions of conditions shall be held valid and enforced in full.