Common use of Indemnity; Limitation of Liability Clause in Contracts

Indemnity; Limitation of Liability. 15.1 Sublicensee shall defend, indemnify and hold harmless Sublicensor and its partners, employees, officers, directors, stockholders and agents, and their respective successors, heirs and assigns (the "Indemnitees"), against all liabilities, demands, losses, costs, and expenses (including, without limitation, attorneys' fees) incurred by or imposed upon the Indemnitees or any one of them in connection with any claims, suits, actions, demands or judgments arising out of any theory of liability (including but not limited to, actions in the form of tort, warranty, or strict liability) for death, personal injury, illness, or property damage arising from Sublicensee's use, sale, or other disposition of any Products, or exercise of any of rights hereunder, except any such claims, suits, actions, demands or judgments that arise from a breach by Sublicensor of its agreements, representations and warranties with respect to the Additive set forth in this Agreement. 15.2 Sublicensee agrees, at its own expense, to provide attorneys reasonably acceptable to Sublicensor to defend against any actions brought or filed against any party indemnified hereunder with respect to the subject of indemnity contained herein, whether or not such actions are rightfully brought. Notwithstanding the foregoing, any of the indemnified parties may participate with counsel of their own choosing at their expense. 15.3 IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER OR ANY THIRD PARTY WITH RESPECT TO ANY PUNITIVE, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES RELATING TO OR ARISING OUT OF THIS AGREEMENT, OR WITH RESPECT TO THE ADDITIVE, THE KNOW HOW OR ANY PRODUCT, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL EITHER PARTY’S LIABILITY HEREUNDER EXCEED THE TOTAL AMOUNT OF ROYALTIES PAID TO SUBLICENSOR BY SUBLICENSEE HEREUNDER FOR THE TIME PERIOD OR TRANSACTIONS GIVING RISE TO THE PARTICULAR CLAIM.

Indemnity; Limitation of Liability. 15.1 Sublicensee shall defend11.1 You agree to indemnify, indemnify and hold harmless Sublicensor and Simple Energy, its partners, employees, officers, directors, stockholders employees and agents, harmless from and their respective successorsagainst any claims, heirs and assigns (the "Indemnitees"), against all liabilities, demandsdamages, losses, and expenses, including without limitation reasonable attorney's fees and costs, and expenses (including, without limitation, attorneys' fees) incurred by or imposed upon the Indemnitees or any one of them in connection with any claims, suits, actions, demands or judgments arising out of or in any theory way connected with (a) your access to or use of liability the Sites or Services; (including but not limited to, actions in the form b) your violation of tort, warranty, or strict liabilitythese Terms; (c) for death, personal injury, illness, or property damage arising from Sublicensee's use, sale, or other disposition your violation of any Productsthird party right, including without limitation any intellectual property right or exercise any publicity, confidentiality, property or privacy right; or (d) any claim that your use of any of rights hereunder, except any such claims, suits, actions, demands the Sites or judgments that arise from Services caused damage to a breach by Sublicensor of its agreements, representations and warranties with respect to the Additive set forth in this Agreementthird party. 15.2 Sublicensee agrees11.2 YOU ACKNOWLEDGE THAT YOUR ACCESS TO AND USE OF THE SITES OR SERVICES AND ANY RELIANCE UPON EITHER IS AT YOUR SOLE RISK, at its own expenseTHAT YOU ASSUME FULL RESPONSIBILITY FOR ALL COSTS ASSOCIATED WITH ALL NECESSARY SERVICING OR REPAIRS OF ANY EQUIPMENT YOU USE IN CONNECTION WITH YOUR USE OF THE SITES OR SERVICES. YOU AGREE THAT, to provide attorneys reasonably acceptable to Sublicensor to defend against any actions brought or filed against any party indemnified hereunder with respect to the subject of indemnity contained hereinTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, whether or not such actions are rightfully brought. Notwithstanding the foregoingUNDER NO CIRCUMSTANCES SHALL SIMPLE ENERGY OR YOUR ESP, any of the indemnified parties may participate with counsel of their own choosing at their expense. 15.3 IN NO EVENT SHALL EITHER PARTY IF APPLICABLE, BE LIABLE TO THE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, IMAGES, DATA OR OTHER OR ANY THIRD PARTY WITH RESPECT TO ANY PUNITIVE, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES RELATING TO OR ARISING OUT OF THIS AGREEMENT, OR WITH RESPECT TO THE ADDITIVE, THE KNOW HOW OR ANY PRODUCTINTANGIBLES, EVEN IF THE PARTY SIMPLE ENERGY OR YOUR ESP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, THAT RESULT FROM THE USE OR THE INABILITY TO USE THE SITES OR THE SERVICES, FROM ANY CHANGES TO THE SITES OR THE SERVICES OR FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT. YOU SPECIFICALLY ACKNOWLEDGE THAT DOWN-TIME AND COMPUTER VIRUSES ARE RISKS INHERENT IN NO EVENT THE USE OF THE INTERNET AND SOFTWARE PRODUCTS, AND YOU AGREE TO ASSUME RESPONSIBILITY FOR ANY HARM OR DAMAGES OF ANY KIND OR CHARACTER WHATSOEVER RESULTING FROM THESE POSSIBLE XXXXX. YOU ALSO SPECIFICALLY ACKNOWLEDGE THAT YOU MAY BE DISCLOSING SENSITIVE, PRIVATE AND CONFIDENTIAL INFORMATION ABOUT YOURSELF IN YOUR USE OF THE SITES AND THE SERVICES AND YOU AGREE TO ASSUME RESPONSIBILITY FOR ANY HARM OR DAMAGES OF ANY KIND OR CHARACTER WHATSOEVER RESULTING FROM YOUR RELEASE OF SUCH CONTENT. 11.3 IF YOU ARE DISSATISFIED WITH THE SITES OR THE SERVICES OR WITH ANY OF THESE TERMS, OR FEEL SIMPLE ENERGY HAS BREACHED THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITES AND THE SERVICES. THE TOTAL LIABILITY OF SIMPLE ENERGY TO YOU FOR ANY CLAIM ARISING FROM OR RELATING TO THESE TERMS OR USE OF THE SITES OR THE SERVICES SHALL EITHER PARTY’S LIABILITY HEREUNDER NOT EXCEED THE TOTAL AMOUNT OF ROYALTIES PAID TO SUBLICENSOR BY SUBLICENSEE HEREUNDER YOU FOR THE TIME PERIOD SERVICES. IT IS THE INTENTION OF YOU AND SIMPLE ENERGY THAT THIS PROVISION BE CONSTRUED BY A COURT AS BEING THE BROADEST LIMITATION OF LIABILITY CONSISTENT WITH APPLICABLE LAW. 11.4 SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR TRANSACTIONS GIVING RISE EXCLUSION OF INCIDENTAL, CONSEQUENTIAL OR OTHER TYPES OF DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO THE PARTICULAR CLAIMYOU.

Indemnity; Limitation of Liability. 15.1 Sublicensee a. Customer shall defendindemnify, indemnify defend and hold harmless Sublicensor CRI from and its partners, employees, officers, directors, stockholders and agents, and their respective successors, heirs and assigns (the "Indemnitees"), against all liabilities, demands, lossesclaims, costs, liabilities, damages, and expenses judgments (including, without limitation, attorneys' feesincluding attorney’s fees and court costs) incurred by that CRI may suffer or imposed upon the Indemnitees or any one of them in connection with any claims, suits, actions, demands or judgments incur arising out of any theory of liability third party claims to the extent arising from or relating to: (i) Customer’s business and commercial activities (including but not limited Customer’s business arrangements with any third party, including End-Users); (ii) Customer’s or any End-User’s access to, actions in the form of tortuse of, warrantypossession of, or strict liability) for death, personal injury, illness, or property damage arising from Sublicensee's use, sale, or other disposition of any Products, or exercise operation of any of rights hereunder, except the Purchased Items; (iii) Customer’s or any such claims, suits, actions, demands End-User’s failure to access or judgments that arise from a breach by Sublicensor of its agreements, representations and warranties use the Purchased Items in accordance with respect to the Additive set forth in this Agreement; (iv) Customer’s or any End-User’s unauthorized use, misuse, modification or alteration of the Software Product; or (v) Customer’s misuse or unauthorized use of CRI Property. 15.2 Sublicensee agreesb. EXCEPT WHERE STATED XXXXXXXXXXX, at its own expenseTHE PURCHASED ITEMS ARE PROVIDED BY CRI “AS IS,” AND THERE ARE NO OTHER (AND CRI DISCLAIMS ALL) WARRANTIES, to provide attorneys reasonably acceptable to Sublicensor to defend against any actions brought or filed against any party indemnified hereunder with respect to the subject of indemnity contained hereinEXPRESS OR IMPLIED, whether or not such actions are rightfully brought. Notwithstanding the foregoingINCLUDING, any of the indemnified parties may participate with counsel of their own choosing at their expenseBUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR CLAIMS OF INFRINGEMENT, MISAPPROPRIATION, MISUSE, OR UNAUTHORIZED USE BY A THIRD-PARTY. 15.3 c. EXCEPT WHERE OTHERWISE RECITED IN THIS AGREEMENT WITH RESPECT TO BREACHES OF CRI PROPERTY, IN NO EVENT EVENT, WHETHER AS A RESULT OF BREACH OF CONTRACT, BREACH OF WARRANTY, OR TORT, OR OTHERWISE, SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, PUNITIVE, CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES ASSOCIATED WITH OR ARISING FROM LOSS OF PROFIT OR REVENUES, OR UNREALIZED SAVINGS, WITH RESPECT TO THIS AGREEMENT, THE SUBJECT MATTER OF THIS AGREEMENT OR RESULTING FROM THE ACCESS, POSSESSION, USE OR OPERATION OF THE PURCHASED ITEMS. d. CRI’S ENTIRE LIABILITY TO CUSTOMER AND ALL END-USERS FOR ANY THIRD PARTY CLAIM FOR ANY KIND OF LOSS OR DAMAGE ARISING OUT OF OR RESULTING FROM ANY BREACH OF THIS AGREEMENT, THE SUBJECT MATTER OF THIS AGREEMENT OR FROM THE PURCHASED ITEMS SHALL BE LIMITED ONLY TO ACTUAL AND PROVABLE DAMAGES UP TO AND NOT EXCEEDING THE AMOUNT OF MONIES PAID BY CUSTOMER TO CRI UNDER THIS AGREEMENT IN THE PRECEDING SIX (6) MONTHS RELATING TO THE PURCHASED ITEM THAT GAVE RISE TO THE CLAIM. THE FOREGOING SHALL SERVE AS THE ENTIRE LIABILITY AND AMOUNT OF DAMAGES AVAILABLE FROM CRI WITH RESPECT TO ANY PUNITIVE, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES RELATING TO OR ARISING OUT OF CLAIM MADE UNDER THIS AGREEMENT, OR WITH RESPECT TO THE ADDITIVE, THE KNOW HOW OR ANY PRODUCT, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL EITHER PARTY’S LIABILITY HEREUNDER EXCEED THE TOTAL AMOUNT OF ROYALTIES PAID TO SUBLICENSOR BY SUBLICENSEE HEREUNDER FOR THE TIME PERIOD OR TRANSACTIONS GIVING RISE TO THE PARTICULAR CLAIM.

Indemnity; Limitation of Liability. 15.1 Sublicensee shall defendYou agree to indemnify, indemnify and hold harmless Sublicensor and RER, its partners, employees, officers, directors, stockholders employees and agents, harmless from and their respective successorsagainst any claims, heirs and assigns (the "Indemnitees"), against all liabilities, demandsdamages, losses, and expenses, including without limitation reasonable attorney's fees and costs, and expenses (including, without limitation, attorneys' fees) incurred by or imposed upon the Indemnitees or any one of them in connection with any claims, suits, actions, demands or judgments arising out of or in any theory way connected with (a) your access to or use of liability the Platform or Services; (including but not limited to, actions in the form b) your violation of tort, warranty, or strict liabilitythese Terms; (c) for death, personal injury, illness, or property damage arising from Sublicensee's use, sale, or other disposition your violation of any Productsthird party right, including without limitation any intellectual property right or exercise of any of rights hereunderpublicity, except confidentiality, property or privacy right; (d) your Content; or (e) any such claims, suits, actions, demands or judgments claim that arise from a breach by Sublicensor of its agreements, representations and warranties with respect to the Additive set forth in this Agreement. 15.2 Sublicensee agrees, at its own expense, to provide attorneys reasonably acceptable to Sublicensor to defend against any actions brought or filed against any party indemnified hereunder with respect to the subject of indemnity contained herein, whether or not such actions are rightfully brought. Notwithstanding the foregoing, any your use of the indemnified parties may participate with counsel of their own choosing at their expense. 15.3 Platform or Services caused damage to a third party. • YOU ACKNOWLEDGE THAT YOUR ACCESS TO AND USE OF THE PLATFORM OR SERVICES AND ANY RELIANCE UPON EITHER IS AT YOUR SOLE RISK, THAT YOU ASSUME FULL RESPONSIBILITY FOR ALL COSTS ASSOCIATED WITH ALL NECESSARY SERVICING OR REPAIRS OF ANY EQUIPMENT AND VEHICLES YOU USE IN CONNECTION WITH YOUR USE OF THE PLATFORM OR SERVICES. YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO EVENT CIRCUMSTANCES SHALL EITHER PARTY RER OR YOUR ESP, IF APPLICABLE, BE LIABLE TO THE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, IMAGES, DATA OR OTHER OR ANY THIRD PARTY WITH RESPECT TO ANY PUNITIVE, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES RELATING TO OR ARISING OUT OF THIS AGREEMENT, OR WITH RESPECT TO THE ADDITIVE, THE KNOW HOW OR ANY PRODUCTINTANGIBLES, EVEN IF THE PARTY RER OR YOUR ESP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, THAT RESULT FROM THE USE OR THE INABILITY TO USE THE PLATFORM OR THE SERVICES, FROM ANY CHANGES TO THE PLATFORM OR THE SERVICES OR FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT. YOU SPECIFICALLY ACKNOWLEDGE THAT DOWN-TIME AND COMPUTER VIRUSES ARE RISKS INHERENT IN NO EVENT SHALL EITHER PARTY’S LIABILITY HEREUNDER EXCEED THE USE OF THE INTERNET AND SOFTWARE PRODUCTS, AND YOU AGREE TO ASSUME RESPONSIBILITY FOR ANY HARM OR DAMAGES OF ANY KIND OR CHARACTER WHATSOEVER RESULTING FROM THESE POSSIBLE XXXXX. YOU ALSO SPECIFICALLY ACKNOWLEDGE THAT YOU MAY BE DISCLOSING SENSITIVE, PRIVATE AND CONFIDENTIAL INFORMATION ABOUT YOURSELF IN YOUR USE OF THE PLATFORM AND THE SERVICES AND YOU AGREE TO ASSUME RESPONSIBILITY FOR ANY HARM OR DAMAGES OF ANY KIND OR CHARACTER WHATSOEVER RESULTING FROM YOUR RELEASE OF SUCH CONTENT. • IF YOU ARE DISSATISFIED WITH THE PLATFORM OR THE SERVICES OR WITH ANY OF THESE TERMS, OR FEEL RER HAS BREACHED THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE PLATFORM AND THE SERVICES. THE TOTAL AMOUNT LIABILITY OF ROYALTIES PAID RER TO SUBLICENSOR BY SUBLICENSEE HEREUNDER YOU FOR ANY CLAIM ARISING FROM OR RELATING TO THESE TERMS OR USE OF THE TIME PERIOD PLATFORM OR TRANSACTIONS GIVING RISE THE SERVICES SHALL NOT EXCEED $100. IT IS THE INTENTION OF YOU AND RER • SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF INCIDENTAL, CONSEQUENTIAL OR OTHER TYPES OF DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO THE PARTICULAR CLAIMYOU.

Indemnity; Limitation of Liability. 15.1 Sublicensee shall defendYOU, indemnify and hold harmless Sublicensor and its partnersYOUR SUCCESSORS AND PERMITTED ASSIGNEES AND AFFILIATES, employeesAGREE TO FOREVER PROTECT, officersINDEMNIFY, directorsAND “HOLD HARMLESS” US, stockholders and agentsPROCESSOR, and their respective successors, heirs and assigns (the "Indemnitees"OTHER PROCESSOR(S), against all liabilitiesAND THEIR AND OUR RESPECTIVE SUCCESSORS, demandsASSIGNS, lossesOFFICERS, costsDIRECTORS, and expenses (includingEMPLOYEES, without limitationMANAGERS, attorneys' fees) incurred by or imposed upon the Indemnitees or any one of them in connection with any claimsMEMBERS, suitsAGENTS, actionsAND AFFILIATES, demands or judgments arising out of any theory of liability (including but not limited toAGAINST ALL DAMAGES, actions in the form of tortEXPENSES, warrantyCLAIMS, or strict liability) for deathSUITS, personal injuryDEMANDS, illnessCOSTS, or property damage arising from Sublicensee's useATTORNEYS’ FEES OR LOSSES, saleARISING OUT OF OR ALLEGED TO HAVE ARISEN OUT OF OR IN CONNECTION WITH YOUR CONDUCT OF YOUR BUSINESS, or other disposition of any ProductsYOUR PERFORMANCE, or exercise of any of rights hereunderOR NON- PERFORMANCE UNDER THIS AGREEMENT, except any such claims, suits, actions, demands or judgments that arise from a breach by Sublicensor of its agreements, representations and warranties with respect to the Additive set forth in this Agreement. 15.2 Sublicensee agrees, at its own expense, to provide attorneys reasonably acceptable to Sublicensor to defend against any actions brought or filed against any party indemnified hereunder with respect to the subject of indemnity contained herein, whether or not such actions are rightfully broughtTHE DELIVERING OF ANY PAYMENTS TO US AS DESCRIBED IN THIS AGREEMENT AND THE EXERCISE OF ANY OF OUR RIGHTS AS DESCRIBED IN THIS AGREEMENT. Notwithstanding the foregoing, any of the indemnified parties may participate with counsel of their own choosing at their expense. 15.3 IN NO EVENT SHALL EITHER PARTY WILL WE, OUR AFFILIATES, PROCESSOR, OR OTHER PROCESSOR(S) BE LIABLE TO THE OTHER YOU OR TO ANY THIRD PARTY WITH RESPECT TO FOR ANY PUNITIVELOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR FOR ANY DIRECT, CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIALOR PUNITIVE DAMAGES, INCIDENTAL OR INDIRECT DAMAGES RELATING TO OR WHETHER ARISING OUT OF THIS AGREEMENTBREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR WITH RESPECT TO THE ADDITIVEOTHERWISE, THE KNOW HOW REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR ANY PRODUCT, EVEN IF THE NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL EITHER PARTY’S LIABILITY HEREUNDER EXCEED THE TOTAL AMOUNT OF ROYALTIES PAID TO SUBLICENSOR BY SUBLICENSEE HEREUNDER FOR THE TIME PERIOD OR TRANSACTIONS GIVING RISE TO THE PARTICULAR CLAIM.

Indemnity; Limitation of Liability. 15.1 Sublicensee shall defend, 7.1 You will indemnify and hold harmless Sublicensor Immagonna and its partners, Affiliates (and their respective employees, officers, directors, stockholders agents and agentsrepresentatives) from and against any and all claims, and their respective successors, heirs and assigns (the "Indemnitees"), against all liabilities, demandscosts, losses, costsdamages, judgments, penalties, interest and expenses (including, without limitation, including reasonable attorneys' fees) incurred by or imposed upon the Indemnitees or any one of them in connection with any claims, suits, actions, demands or judgments arising out of any theory claim, action, audit, investigation, inquiry or other proceeding instituted by a person or entity (“Claim”) that arises out of liability or relates to: (including but not limited to1) any actual or alleged breach of your representations, actions in the form of tort, warrantywarranties, or strict liability) for death, personal injury, illness, or property damage arising from Sublicensee's use, sale, or other disposition of any Products, or exercise of any of rights hereunder, except any such claims, suits, actions, demands or judgments that arise from a breach by Sublicensor of its agreements, representations and warranties with respect to the Additive obligations set forth in this Agreement. 15.2 Sublicensee agrees; (2) your Services and any Materials, at its own expenseincluding any actual or alleged infringement of any intellectual property or proprietary rights by any of your Services or Materials, as well as with regard to provide attorneys reasonably acceptable to Sublicensor to defend against any actions brought claims of defamation, libel, slander, obscenity, pornography, or filed against any party indemnified hereunder violation of the rights of privacy or publicity with respect to any content on the subject of indemnity contained herein, whether or not such actions are rightfully brought. Notwithstanding the foregoing, Site; (3) your failure to comply with any applicable laws and regulations in connection with your use of the indemnified Site; (4) claims or actions of third parties may participate with counsel alleging misappropriation of their own choosing at their expensetrade secrets or infringement of patents, copyrights, trademarks or other intellectual property rights; and/or (5) claims or actions by third parties relating to or arising out of your request for or providing or use of the Services. 15.3 7.2 IN NO EVENT SHALL EITHER PARTY WILL IMMAGONNA, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES OR ANY THIRD PARTY WITH RESPECT TO SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY PUNITIVEDIRECT, INDIRECT, SPECIAL, CONSEQUENTIALINCIDENTAL, INCIDENTAL CONSEQUENTIAL OR INDIRECT DAMAGES RELATING TO PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, DAMAGE ARISING OUT FROM USE OF THIS AGREEMENTUGC, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR WITH RESPECT TO THE ADDITIVE, THE KNOW HOW OR ANY PRODUCTOTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. 7.3 EXCEPT AS EXPRESSLY SET FORTH HEREIN, ALL CONTENT, SERVICES AND SOFTWARE (INCLUDING THIRD PARTY HAS BEEN ADVISED SOFTWARE) ARE PROVIDED BY IMMAGONNA ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR WARRANTIES OF NON-INFRINGEMENT. IMMAGONNA GRANTS NO RIGHTS AND MAKES NO WARRANTIES WITH REGARD TO THE USE OF NAMES, ICONS, LOGOS, FONTS, TRADEMARKS, REGISTERED TRADEMARKS, UNREGISTERED TRADEMARKS, OR COPYRIGHTED DESIGNS OR WORKS OF ART DEPICTED IN ANY CONTENT, AND CUSTOMER MUST SATISFY ITSELF THAT ALL THE NECESSARY RIGHTS OR CONSENTS REGARDING ANY OF THE POSSIBILITY OF SUCH DAMAGESABOVE, AS MAY BE REQUIRED FOR REPRODUCTION, HAVE BEEN OBTAINED. 7.4 The Site is arranged, sponsored, and managed by Immagonna in the state of Arizona, USA. IN NO EVENT SHALL EITHER PARTY’S LIABILITY HEREUNDER EXCEED THE TOTAL AMOUNT OF ROYALTIES PAID TO SUBLICENSOR BY SUBLICENSEE HEREUNDER FOR THE TIME PERIOD OR TRANSACTIONS GIVING RISE TO THE PARTICULAR CLAIMThe laws of the state of Arizona govern this Agreement and all of its terms and conditions, without giving effect to any principles of conflicts of laws. You agree that any action at law or in equity arising out of or relating to these terms and conditions shall be submitted to confidential arbitration in Phoenix, Arizona, except that, to the extent you have in any manner violated or threatened to violate Immagonna's intellectual property rights, Immagonna may seek injunctive or other appropriate relief in any state or federal court in the state of Arizona, and you consent to exclusive jurisdiction and venue in such courts. Arbitration under this agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.

Indemnity; Limitation of Liability. 15.1 Sublicensee shall defendYOU, indemnify and hold harmless Sublicensor and its partnersYOUR SUCCESSORS AND PERMITTED ASSIGNEES AND AFFILIATES, employeesAGREE TO FOREVER PROTECT, officersINDEMNIFY, directorsAND “HOLD HARMLESS” US, stockholders and agentsPROCESSOR, and their respective successors, heirs and assigns (the "Indemnitees"OTHER PROCESSOR(S), against all liabilitiesAND THEIR AND OUR RESPECTIVE SUCCESSORS, demandsASSIGNS, lossesOFFICERS, costsDIRECTORS, and expenses (includingEMPLOYEES, without limitationMANAGERS, attorneys' fees) incurred by or imposed upon the Indemnitees or any one of them in connection with any claimsMEMBERS, suitsAGENTS, actionsAND AFFILIATES, demands or judgments arising out of any theory of liability (including but not limited toAGAINST ALL DAMAGES, actions in the form of tortEXPENSES, warrantyCLAIMS, or strict liability) for deathSUITS, personal injuryDEMANDS, illnessCOSTS, or property damage arising from Sublicensee's useATTORNEYS’ FEES OR LOSSES, saleARISING OUT OF OR ALLEGED TO HAVE ARISEN OUT OF OR IN CONNECTION WITH YOUR CONDUCT OF YOUR BUSINESS, or other disposition of any ProductsYOUR PERFORMANCE, or exercise of any of rights hereunderOR NON-PERFORMANCE UNDER THIS AGREEMENT, except any such claims, suits, actions, demands or judgments that arise from a breach by Sublicensor of its agreements, representations and warranties with respect to the Additive set forth in this Agreement. 15.2 Sublicensee agrees, at its own expense, to provide attorneys reasonably acceptable to Sublicensor to defend against any actions brought or filed against any party indemnified hereunder with respect to the subject of indemnity contained herein, whether or not such actions are rightfully broughtTHE DELIVERING OF ANY PAYMENTS TO US AS DESCRIBED IN THIS AGREEMENT AND THE EXERCISE OF ANY OF OUR RIGHTS AS DESCRIBED IN THIS AGREEMENT. Notwithstanding the foregoing, any of the indemnified parties may participate with counsel of their own choosing at their expense. 15.3 IN NO EVENT SHALL EITHER PARTY WILL WE, OUR AFFILIATES, PROCESSOR, OR OTHER PROCESSOR(S) BE LIABLE TO THE OTHER YOU OR TO ANY THIRD PARTY WITH RESPECT TO FOR ANY PUNITIVELOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR FOR ANY DIRECT, CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIALOR PUNITIVE DAMAGES, INCIDENTAL OR INDIRECT DAMAGES RELATING TO OR WHETHER ARISING OUT OF THIS AGREEMENTBREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR WITH RESPECT TO THE ADDITIVEOTHERWISE, THE KNOW HOW REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR ANY PRODUCT, EVEN IF THE NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL EITHER PARTY’S LIABILITY HEREUNDER EXCEED THE TOTAL AMOUNT OF ROYALTIES PAID TO SUBLICENSOR BY SUBLICENSEE HEREUNDER FOR THE TIME PERIOD OR TRANSACTIONS GIVING RISE TO THE PARTICULAR CLAIM.

Indemnity; Limitation of Liability. 15.1 Sublicensee shall defenda) The Company does not warrant or guarantee that by attending and/or completing the Course, indemnify and hold harmless Sublicensor and its partnersthe Client will experience success in any business or activity that the Client may carry on following our Course. b) The Company is not responsible for indirect losses which happen as a side effect of the main loss or damage, employees, officers, directors, stockholders and agents, and their respective successors, heirs and assigns (the "Indemnitees"), against all liabilities, demands, losses, costs, and expenses (including, without limitation, attorneys' fees) incurred by or imposed upon the Indemnitees or any one of them in connection with any claims, suits, actions, demands or judgments arising out of any theory of liability (including but not limited toto loss of income or revenue, actions in the form loss of tortbusiness, warrantyloss of profits, contracts or strict liability) for death, personal injury, illness, potential contracts or property damage arising from Sublicensee's use, sale, or other disposition loss of any Products, or exercise of any of rights hereunder, except any such claims, suits, actions, demands or judgments that arise from a breach by Sublicensor of its agreements, representations and warranties with respect to the Additive set forth in this Agreementanticipated savings. 15.2 Sublicensee agreesc) The Company is not liable for additional costs due to changes in courses, at its own expensecontent, venues or Coaches. Every effort will be made to provide attorneys reasonably acceptable to Sublicensor to defend against any actions brought or filed against any party indemnified hereunder with respect to the subject of indemnity contained herein, whether or not such actions are rightfully brought. Notwithstanding the foregoing, any of the indemnified parties may participate with counsel of their own choosing at their expensereasonable notice where possible. 15.3 d) IN NO EVENT SHALL EITHER PARTY THE COMPANY BE LIABLE TO THE OTHER CLIENT FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR TRAINING; LOST PROFITS; LOST SALES; BUSINESS EXPENDITURES; INVESTMENTS; BUSINESS COMMITMENTS; LOSS OF ANY GOODWILL; OR ANY THIRD PARTY WITH RESPECT TO ANY PUNITIVEINDIRECT, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR INCIDENTAL OR INDIRECT DAMAGES RELATING TO OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED OR WITH RESPECT TO THE ADDITIVE, THE KNOW HOW OR UNDER ANY PRODUCTTHEORY OF LIABILITY, EVEN IF THE PARTY COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE COMPANY'S TOTAL CUMULATIVE LIABILITY HEREUNDER, FROM ALL CAUSES OF ACTION OF ANY KIND, SHALL IN NO EVENT SHALL EITHER PARTY’S LIABILITY HEREUNDER EXCEED THE TOTAL AMOUNT OF ROYALTIES ACTUALLY PAID TO SUBLICENSOR BY SUBLICENSEE HEREUNDER CLIENT FOR THE TIME PERIOD OR TRANSACTIONS GIVING RISE TO PORTION OF THE PARTICULAR CLAIMCOACHING UNDER THIS AGREEMENT. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Indemnity; Limitation of Liability. 15.1 Sublicensee shall defendYOU, indemnify and hold harmless Sublicensor and its partnersYOUR SUCCESSORS AND PERMITTED ASSIGNEES AND AFFILIATES, employeesAGREE TO FOREVER PROTECT, officersINDEMNIFY AND “HOLD HARMLESS” US, directorsPROCESSOR, stockholders and agents, and their respective successors, heirs and assigns (the "Indemnitees"OTHER PROCESSOR(S), against all liabilitiesAND THEIR AND OUR RESPECTIVE SUCCESSORS, demandsASSIGNS, lossesOFFICERS, costsDIRECTORS, and expenses (includingEMPLOYEES, without limitationMANAGERS, attorneys' fees) incurred by or imposed upon the Indemnitees or any one of them in connection with any claimsMEMBERS, suitsAGENTS AND AFFILIATES, actionsAGAINST ALL DAMAGES, demands or judgments arising out of any theory of liability (including but not limited toEXPENSES, actions in the form of tortCLAIMS, warrantySUITS, or strict liability) for deathDEMANDS, personal injuryCOSTS, illnessATTORNEYS’ FEES OR LOSSES ARISING OUT OF OR ALLEGED TO HAVE ARISEN OUT OF OR IN CONNECTION WITH YOUR CONDUCT OF YOUR BUSINESS, or property damage arising from Sublicensee's useYOUR PERFORMANCE OR NON-PERFORMANCE UNDER THIS AGREEMENT, saleTHE DELIVERING OF ANY PAYMENTS TO US AS DESCRIBED IN THIS AGREEMENT, or other disposition of any Products, or exercise of any of rights hereunder, except any such claims, suits, actions, demands or judgments that arise from a breach by Sublicensor of its agreements, representations and warranties with respect to the Additive set forth in this Agreement. 15.2 Sublicensee agrees, at its own expense, to provide attorneys reasonably acceptable to Sublicensor to defend against any actions brought or filed against any party indemnified hereunder with respect to the subject of indemnity contained herein, whether or not such actions are rightfully broughtAND THE EXERCISE OF ANY OF OUR RIGHTS AS DESCRIBED IN THIS AGREEMENT. Notwithstanding the foregoing, any of the indemnified parties may participate with counsel of their own choosing at their expense. 15.3 IN NO EVENT SHALL EITHER PARTY WILL WE, OUR AFFILIATES, PROCESSOR OR OTHER PROCESSOR(S) BE LIABLE TO THE OTHER YOU OR TO ANY THIRD PARTY WITH RESPECT TO FOR ANY PUNITIVELOSS OF USE, SPECIALREVENUE OR PROFIT OR LOSS OF DATA OR FOR ANY DIRECT, CONSEQUENTIAL, INCIDENTAL INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR INDIRECT DAMAGES RELATING TO OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF THIS AGREEMENTBREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR WITH RESPECT TO THE ADDITIVEOTHERWISE, THE KNOW HOW REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR ANY PRODUCT, EVEN IF THE NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL EITHER PARTY’S LIABILITY HEREUNDER EXCEED THE TOTAL AMOUNT OF ROYALTIES PAID TO SUBLICENSOR BY SUBLICENSEE HEREUNDER FOR THE TIME PERIOD OR TRANSACTIONS GIVING RISE TO THE PARTICULAR CLAIMBorrower agrees that any amounts due to Processor or Other Processor under Your agreement with Processor or Other Processor takes priority over amounts to be delivered to Us under this Agreement.

Indemnity; Limitation of Liability. 15.1 Sublicensee shall defend10.1 You agree to indemnify, indemnify and hold harmless Sublicensor and Company, its partners, employees, officers, directors, stockholders employees and agents, harmless from and their respective successorsagainst any claims, heirs and assigns (the "Indemnitees"), against all liabilities, demandsdamages, losses, and expenses, including without limitation reasonable attorney's fees and costs, and expenses (including, without limitation, attorneys' fees) incurred by or imposed upon the Indemnitees or any one of them in connection with any claims, suits, actions, demands or judgments arising out of or in any theory way connected with (a) your access to or use of liability the Sites or Services; (including but not limited to, actions in the form b) your violation of tort, warranty, or strict liabilitythese Terms; (c) for death, personal injury, illness, or property damage arising from Sublicensee's use, sale, or other disposition your violation of any Productsthird party right, including without limitation any intellectual property right or exercise any publicity, confidentiality, property or privacy right; or (d) any claim that your use of any of rights hereunder, except any such claims, suits, actions, demands the Sites or judgments that arise from Services caused damage to a breach by Sublicensor of its agreements, representations and warranties with respect to the Additive set forth in this Agreementthird party. 15.2 Sublicensee agrees10.2 YOU ACKNOWLEDGE THAT YOUR ACCESS TO AND USE OF THE SITES OR SERVICES AND ANY RELIANCE UPON EITHER IS AT YOUR SOLE RISK, at its own expenseTHAT YOU ASSUME FULL RESPONSIBILITY FOR ALL COSTS ASSOCIATED WITH ALL NECESSARY SERVICING OR REPAIRS OF ANY EQUIPMENT YOU USE IN CONNECTION WITH YOUR USE OF THE 10.3 IF YOU ARE DISSATISFIED WITH THE SITES OR THE SERVICES OR WITH ANY OF THESE TERMS, to provide attorneys reasonably acceptable to Sublicensor to defend against any actions brought or filed against any party indemnified hereunder with respect to the subject of indemnity contained hereinOR FEEL COMPANY HAS BREACHED THESE TERMS, whether or not such actions are rightfully broughtYOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITES AND THE SERVICES. Notwithstanding the foregoingTHE TOTAL LIABILITY OF COMPANY TO YOU FOR ANY CLAIM ARISING FROM OR RELATING TO THESE TERMS OR USE OF THE SITES OR THE SERVICES SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR THE SERVICES, any of the indemnified parties may participate with counsel of their own choosing at their expenseIF ANY. IT IS THE INTENTION OF YOU AND COMPANY THAT THIS PROVISION BE CONSTRUED BY A COURT AS BEING THE BROADEST LIMITATION OF LIABILITY CONSISTENT WITH APPLICABLE LAW. 15.3 IN NO EVENT SHALL EITHER PARTY BE LIABLE TO 10.4 SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF INCIDENTAL, CONSEQUENTIAL OR OTHER OR ANY THIRD PARTY WITH RESPECT TO ANY PUNITIVETYPES OF DAMAGES, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES RELATING TO OR ARISING OUT OF THIS AGREEMENT, OR WITH RESPECT TO THE ADDITIVE, THE KNOW HOW OR ANY PRODUCT, EVEN IF THE PARTY HAS BEEN ADVISED SO SOME OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL EITHER PARTY’S LIABILITY HEREUNDER EXCEED THE TOTAL AMOUNT OF ROYALTIES PAID ABOVE LIMITATIONS MAY NOT APPLY TO SUBLICENSOR BY SUBLICENSEE HEREUNDER FOR THE TIME PERIOD OR TRANSACTIONS GIVING RISE TO THE PARTICULAR CLAIMYOU.

Indemnity; Limitation of Liability. 15.1 Sublicensee shall defendYou agree to indemnify, indemnify defend and hold harmless Sublicensor ZenPayroll and its partners, employees, officers, directors, stockholders and agents, contractors, services providers and their respective successorsaffiliates (each, heirs and assigns (the an "IndemniteesIndemnified Party"), harmless against all liabilities, claims, demands, damages, losses, fines, judgments, disputes, costs, charges and expenses (including, without limitation, reasonable attorneys' fees) fees incurred by or imposed upon the Indemnitees or any one of them in connection with any such claims) made by you or others resulting from, suits, actions, demands or judgments arising out of or related to (i) any theory of liability (including but not limited toacts or omissions by you, actions in the form of tort, warrantyyour Payroll Administrator and/or any other authorized users, or strict liability(ii) for death, personal injury, illnessZenPayroll's or any other Indemnified Party's reliance on information and data furnished by you or resulting from activities that ZenPayroll or any other Indemnified Party undertakes at your request, or property damage arising from Sublicenseeat the request of anyone ZenPayroll or any other Indemnified Party believes in good faith to be your authorized agent, in providing the Service. In no event will ZenPayroll's use, sale, or any other disposition of Indemnified Party's liability for any Products, act or exercise of any of rights hereunder, except any such claims, suits, actions, demands or judgments that arise from a breach by Sublicensor of its agreements, representations and warranties with respect omission relating to the Additive set forth in this Agreement. 15.2 Sublicensee agrees, at its own expense, to provide attorneys reasonably acceptable to Sublicensor to defend against any actions brought Service exceed the total charge for services provided for the six (6) month period immediately preceding such act or filed against any party indemnified hereunder with respect to omission by the subject of indemnity contained herein, whether or not such actions are rightfully brought. Notwithstanding the foregoing, any of the indemnified parties may participate with counsel of their own choosing at their expense. 15.3 IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER OR ANY THIRD PARTY WITH RESPECT TO ANY PUNITIVE, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES RELATING TO OR ARISING OUT OF THIS AGREEMENT, OR WITH RESPECT TO THE ADDITIVE, THE KNOW HOW OR ANY PRODUCT, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGESZenPayroll. IN NO EVENT SHALL EITHER PARTY’S WILL ZENPAYROLL OR ANY OTHER INDEMNIFIED PARTY HAVE LIABILITY HEREUNDER EXCEED FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE OR INDIRECT LOSS OR DAMAGES REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY OR FORM OF ACTION OR WHETHER ZENPAYROLL OR ANY OTHER INDEMNIFIED PARTY KNEW OR SHOULD HAVE KNOWN OF THE TOTAL AMOUNT LIKELIHOOD OF ROYALTIES PAID TO SUBLICENSOR BY SUBLICENSEE HEREUNDER FOR THE TIME PERIOD OR TRANSACTIONS GIVING RISE TO THE PARTICULAR CLAIMSUCH DAMAGES IN ANY CIRCUMSTANCES.

Indemnity; Limitation of Liability. 15.1 Sublicensee shall defendYOU, indemnify and hold harmless Sublicensor and its partnersYOUR SUCCESSORS AND PERMITTED ASSIGNEES AND AFFILIATES, employeesAGREE TO FOREVER PROTECT, officersINDEMNIFY, directorsAND “HOLD HARMLESS” US, stockholders and agentsPROCESSOR, and their respective successors, heirs and assigns (the "Indemnitees"OTHER PROCESSOR(S), against all liabilitiesAND THEIR AND OUR RESPECTIVE SUCCESSORS, demandsASSIGNS, lossesOFFICERS, costsDIRECTORS, and expenses (includingEMPLOYEES, without limitationMANAGERS, attorneysMEMBERS, AGENTS, AND AFFILIATES, AGAINST ALL DAMAGES, EXPENSES, CLAIMS, SUITS, DEMANDS, COSTS, ATTORNEYS' fees) incurred by or imposed upon the Indemnitees or any one of them in connection with any claimsFEES OR LOSSES, suitsARISING OUT OF OR ALLEGED TO HAVE ARISEN OUT OF OR IN CONNECTION WITH YOUR CONDUCT OF YOUR BUSINESS, actionsYOUR PERFORMANCE, demands or judgments arising out of any theory of liability (including but not limited toOR NON-PERFORMANCE UNDER THIS AGREEMENT, actions in the form of tort, warranty, or strict liability) for death, personal injury, illness, or property damage arising from Sublicensee's use, sale, or other disposition of any Products, or exercise of any of rights hereunder, except any such claims, suits, actions, demands or judgments that arise from a breach by Sublicensor of its agreements, representations and warranties with respect to the Additive set forth in this Agreement. 15.2 Sublicensee agrees, at its own expense, to provide attorneys reasonably acceptable to Sublicensor to defend against any actions brought or filed against any party indemnified hereunder with respect to the subject of indemnity contained herein, whether or not such actions are rightfully broughtTHE DELIVERING OF ANY PAYMENTS TO US AS DESCRIBED IN THIS AGREEMENT AND THE EXERCISE OF ANY OF OUR RIGHTS AS DESCRIBED IN THIS AGREEMENT. Notwithstanding the foregoing, any of the indemnified parties may participate with counsel of their own choosing at their expense. 15.3 IN NO EVENT SHALL EITHER PARTY WILL WE, OUR AFFILIATES, PROCESSOR, OR OTHER PROCESSOR(S) BE LIABLE TO THE OTHER YOU OR TO ANY THIRD PARTY WITH RESPECT TO FOR ANY PUNITIVELOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR FOR ANY DIRECT, CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIALOR PUNITIVE DAMAGES, INCIDENTAL OR INDIRECT DAMAGES RELATING TO OR WHETHER ARISING OUT OF THIS AGREEMENTBREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR WITH RESPECT TO THE ADDITIVEOTHERWISE, THE KNOW HOW REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR ANY PRODUCT, EVEN IF THE NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL EITHER PARTY’S LIABILITY HEREUNDER EXCEED THE TOTAL AMOUNT OF ROYALTIES PAID TO SUBLICENSOR BY SUBLICENSEE HEREUNDER FOR THE TIME PERIOD OR TRANSACTIONS GIVING RISE TO THE PARTICULAR CLAIM.