Common use of Liability Limitations Clause in Contracts

Liability Limitations. This paragraph limits the liabilities arising under this Agreement or any SOW and is a bargained-for and material part of our business relationship with you. You acknowledge and agree that Verticomm would not enter into any SOW or this Agreement unless Verticomm could rely on the limitations described in this paragraph. In no event shall either party be liable for any indirect, special, exemplary, consequential, or punitive damages, such as lost revenue, loss of profits (except for fees due and owing to Verticomm), savings, or other indirect or contingent event-based economic loss arising out of or in connection with this Agreement, any SOW, or the Services, or for any loss or interruption of data, technology or services, or for any breach hereof or for any damages caused by any delay in furnishing Services under this Agreement or any SOW, even if a party has been advised of the possibility of such damages; however, reasonable attorneys’ fees awarded to a prevailing party (as described below), your indemnification obligations, and any amounts due and payable pursuant to the non-solicitation provision of this Agreement shall not be limited by the foregoing limitation. Except for the foregoing exceptions, a responsible party’s (“Responsible Party’s”) aggregate liability to the other party (“Aggrieved Party”) for damages from any and all claims or causes whatsoever, and regardless of the form of any such action(s), that arise from or relate to this Agreement (collectively, “Claims”), whether in contract, tort, indemnification, or negligence, shall be limited solely to the amount of the Aggrieved Party’s actual and direct damages, not to exceed the amount of fees paid by you (excluding hard costs for licenses, hardware, etc.) to Verticomm for the specific Service upon which the applicable claim(s) is/are based during the three (3) month period immediately prior to the date on which the cause of action accrued. The foregoing limitations shall not apply to the extent that the Claims are caused by a Responsible Party’s willful or intentional misconduct, or gross negligence. Similarly, a Responsible Party’s liability obligation shall be reduced to the extent that a Claim is caused by, or the result of, the Aggrieved Party’s willful or intentional misconduct, or gross negligence.

Liability Limitations. This paragraph limits the liabilities arising under this Agreement or any SOW from the Services and is a bargained-for and material part of our business relationship with you. You acknowledge and agree that Verticomm Xxxxxxx would not provide any Services, or enter into any SOW Quote or this Agreement Agreement, unless Verticomm Prodigy could rely on the limitations described in this paragraph. In no event shall will either party be liable for any indirect, special, exemplary, consequential, or punitive damages, such as lost revenue, loss of profits (except for fees due and owing to VerticommProdigy), savings, or other indirect or contingent event-based economic loss arising out of or in connection with the Services, this Agreement, any SOW, or the Services, or for any loss or interruption of data, technology or servicesQuote, or for any breach hereof or for any damages caused by any delay in furnishing Services under this Agreement or any SOWQuote, even if a party has been advised of the possibility of such damages; however, reasonable attorneys’ fees awarded to a prevailing party (as described below), your indemnification obligations, and any amounts due and payable pursuant to the non-solicitation provision of this Agreement shall not be limited by the foregoing limitation. Except for the foregoing exceptions, a responsible party’s (“Responsible Party’s”) aggregate liability to the other party (“Aggrieved Party”) for damages from any and all claims or causes whatsoever, and regardless of the form of any such action(s), that arise from or relate to this Agreement (collectively, “Claims”), whether in contract, tort, indemnification, or negligence, shall be limited solely to the amount of the Aggrieved Party’s actual and direct damages, not to exceed the amount of fees paid by you (excluding hard costs for licenses, hardware, etc.) to Verticomm Prodigy for the specific Service upon which the applicable claim(s) is/are based during the three (3) month period immediately prior to the date on which the cause of action accrued, or $10,000, or the amounts that are actually paid out under a Responsible Party’s insurance policy, whichever is greater. The foregoing limitations shall apply even if the remedies listed in this Agreement fail of their essential purpose; however, the limitations shall not apply to the extent that such limitations are prohibited under applicable law, or to the extent that the Claims are caused by a Responsible Party’s willful or intentional misconduct, or gross negligence. Similarly, a Responsible Party’s liability obligation shall be reduced to the extent that a Claim is caused by, or the result of, the Aggrieved Party’s willful or intentional misconduct, or gross negligence, or to the extent that the Aggrieved Party failed to reasonably mitigate (or attempt to mitigate, as applicable) the Claims. Under no circumstances shall Prodigy have any liability for any claims or causes of action arising from or related to Out of Scope Services.

Liability Limitations. This paragraph limits (a) If promptly notified in writing of any action brought against Customer based on a claim that NEOGOV’s Services infringe a United States patent, copyright or trademark right of a third party (except to the liabilities arising under this Agreement extent such claim or infringement relates to any third party software incorporated into NEOGOV’s applications), NEOGOV will defend such action at its expense and will pay any and all fees, costs or damages that may be finally awarded in such action or any SOW settlement resulting from such action (provided that Customer shall permit NEOGOV to control the defense of such action and is a bargained-for shall not make any compromise, admission of liability or settlement or take any other action impairing the defense of such claim without NEOGOV’s prior written approval). (b) Customer acknowledges and material part of our business relationship with you. You acknowledge and agree agrees: (i) that Verticomm would not enter into any SOW or this Agreement unless Verticomm could rely on the limitations described in this paragraph. In NEOGOV has no event shall either party be liable for any indirectproprietary, special, exemplary, consequential, or punitive damages, such as lost revenue, loss of profits (except for fees due and owing to Verticomm), savingsfinancial, or other indirect interest in the goods or contingent event-based economic loss arising out services that may be described in or offered through Customer’s web site; and (ii) that except with respect to any material supplied by NEOGOV, Customer is solely responsible (as between NEOGOV and Customer) for the content, quality, performance, and all other aspects of the goods or services and the information or other content contained in connection with this Agreementor provided through Customer’s web site. (c) OTHER THAN THOSE WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, any SOWNEOGOV DOES NOT MAKE ANY WARRANTIES TO CUSTOMER OR ANY OTHER PERSON OR ENTITY, or the ServicesEITHER EXPRESS OR IMPLIED (INCLUDING, or for any loss or interruption of dataWITHOUT LIMITATION, technology or servicesANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) WITH RESPECT TO THE SERVICES PROVIDED HEREUNDER. NEOGOV SHALL NOT BE LIABLE TO CUSTOMER OR TO ANY OTHER PERSON OR ENTITY, or for any breach hereof or for any damages caused by any delay in furnishing Services under this Agreement UNDER ANY CIRCUMSTANCE OR DUE TO ANY EVENT WHATSOEVER, FOR CONSEQUENTIAL OR INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFIT, LOSS OF USE OR BUSINESS STOPPAGE. (d) Under no circumstances shall NEOGOV’s total liability to Customer or any SOWother person, even if a party has been advised of the possibility of such damages; however, reasonable attorneys’ fees awarded to a prevailing party (as described below), your indemnification obligations, and any amounts due and payable pursuant to the non-solicitation provision of this Agreement shall not be limited by the foregoing limitation. Except for the foregoing exceptions, a responsible party’s (“Responsible Party’s”) aggregate liability to the other party (“Aggrieved Party”) for damages from any and all claims or causes whatsoever, and regardless of the nature of the claim or form of any such action(s), that arise from or relate to this Agreement action (collectively, “Claims”), whether arising in contract, tort, indemnificationstrict liability or otherwise), or negligence, shall be limited solely to the amount of the Aggrieved Party’s actual and direct damages, not to exceed the aggregate amount of fees paid and revenue received by you (excluding hard costs for licenses, hardware, etc.) to Verticomm NEOGOV hereunder for the specific Service upon which the applicable claim(s) is/are based during the three prior twelve (312) month period immediately prior to period; provided, however that the date on which the cause of action accrued. The foregoing limitations set forth in this Section 8(d) shall not apply to the extent that the Claims are caused by a Responsible Partyactions brought under 8(a) above or to any injury to persons or damages to property arising out of NEOGOV’s willful gross negligence or intentional willful, gross misconduct, or gross negligence. Similarly, a Responsible Party’s liability obligation shall be reduced to the extent that a Claim is caused by, or the result of, the Aggrieved Party’s willful or intentional misconduct, or gross negligence.

Liability Limitations. This paragraph limits the liabilities arising from the Services as well as the liabilities arising under this Agreement or and any SOW SOW, and is a bargained-for and material part of our business relationship with you. You acknowledge and agree that Verticomm Ventura Tech would not provide any Services, or enter into any SOW or this Agreement Agreement, unless Verticomm Ventura Tech could rely on the limitations described in this paragraph. In no event shall either party be liable for any indirect, special, exemplary, consequential, or punitive damages, such as lost revenue, loss of profits (except for fees due and owing to VerticommVentura Tech), savings, or other indirect or contingent event-based economic loss arising out of or in connection with the Services, this Agreement, any SOW, or the Services, or for any loss or interruption of data, technology or services, or for any breach hereof or for any damages caused by any delay in furnishing Services under this Agreement or any SOW, even if a party has been advised of the possibility of such damages; however, reasonable attorneys’ fees awarded to a prevailing party (as described below), your indemnification obligations, and any amounts due and payable pursuant to the non-solicitation provision of this Agreement shall not be limited by the foregoing limitation. Except for the foregoing exceptions, a responsible party’s (“Responsible Party’s”) aggregate liability to the other party (“Aggrieved Party”) for damages from any and all claims or causes whatsoever, and regardless of the form of any such action(s), that arise from or relate to this Agreement (collectively, “Claims”), whether in contract, tort, indemnification, or negligence, shall be limited solely to the amount of the Aggrieved Party’s actual and direct damages, not to exceed the amount of fees paid by you (excluding hard costs for licenses, hardware, etc.) to Verticomm Ventura Tech for the specific Service upon which the applicable claim(s) is/are based during the three (3) month period immediately prior to the date on which the cause of action accruedaccrued or $5,000, whichever is greater. The foregoing limitations shall apply even if the remedies listed in this Agreement fail of their essential purpose; however, the limitations shall not apply to the extent that the Claims are caused by a Responsible Party’s willful or intentional misconduct, or gross negligence. Similarly, a Responsible Party’s liability obligation shall be reduced to the extent that a Claim is caused by, or the result of, the Aggrieved Party’s willful or intentional misconduct, or gross negligence, or to the extent that the Aggrieved Party failed to reasonably mitigate (or attempt to mitigate, as applicable) the Claims.

Liability Limitations. This paragraph limits the liabilities arising under this Agreement or and any SOW Quote, and is a bargained-for and material part of our business relationship with you. You acknowledge and agree that Verticomm Covenant would not enter into any SOW Quote or this Agreement unless Verticomm Covenant could rely on the limitations described in this paragraph. In no event shall either party be liable for any indirect, special, exemplary, consequential, or punitive damages, such as lost revenue, loss of profits (except for fees due and owing to VerticommCovenant), savings, or other indirect or contingent event-based economic loss arising out of or in connection with this Agreement, any SOWQuote, or the Services, or for any loss or interruption of data, technology or services, or for any breach hereof or for any damages caused by any delay in furnishing Services under this Agreement or any SOWQuote, even if a party has been advised of the possibility of such damages; however, reasonable attorneys’ fees awarded to a prevailing party (as described below), your indemnification obligations, and any amounts due and payable pursuant to the non-non- solicitation provision of this Agreement shall not be limited by the foregoing limitation. Except for the foregoing exceptions, a responsible party’s (“Responsible Party’s”) aggregate liability to the other party (“Aggrieved Party”) for damages from any and all claims or causes whatsoever, and regardless of the form of any such action(s), that arise from or relate to this Agreement (collectively, “Claims”), whether in contract, tort, indemnification, or negligence, shall be limited solely to the amount of the Aggrieved Party’s actual and direct damages, not to exceed the amount of fees paid by you (excluding hard costs for licenses, hardware, etc.) to Verticomm Covenant for the specific Service upon which the applicable claim(s) is/are based during the three (3) month period immediately prior to the date on which the cause of action accrued. The foregoing limitations shall not apply to the extent that the Claims are caused by a Responsible Party’s willful or intentional misconduct, or gross negligence. Similarly, a Responsible Party’s liability obligation shall be reduced to the extent that a Claim is caused by, or the result of, the Aggrieved Party’s willful or intentional misconduct, or gross negligence, or to the extent that the Aggrieved Party failed to reasonably mitigate (or attempt to mitigate, as applicable) the Claims.

Liability Limitations. This paragraph limits the liabilities arising under this Agreement or any SOW from the Services and is a bargained-for and material part of our business relationship with you. You acknowledge and agree that Verticomm Prizm would not provide any Services, or enter into any SOW Quote or this Agreement Agreement, unless Verticomm Prizm could rely on the limitations described in this paragraph. In no event shall will either party be liable for any indirect, special, exemplary, consequential, or punitive damages, such as lost revenue, loss of profits (except for fees due and owing to VerticommPrizm), savings, or other indirect or contingent event-based economic loss arising out of or in connection with the Services, this Agreement, any SOW, or the Services, or for any loss or interruption of data, technology or servicesQuote, or for any breach hereof or for any damages caused by any delay in furnishing Services under this Agreement or any SOWQuote, even if a party has been advised of the possibility of such damages; however, reasonable attorneys’ fees awarded to a prevailing party (as described below), your indemnification obligations, and any amounts due and payable pursuant to the non-solicitation provision of this Agreement shall not be limited by the foregoing limitation. Except for the foregoing exceptions, a responsible party’s (“Responsible Party’s”) aggregate liability to the other party (“Aggrieved Party”) for damages from any and all claims or causes whatsoever, and regardless of the form of any such action(s), that arise from or relate to this Agreement (collectively, “Claims”), whether in contract, tort, indemnification, or negligence, shall be limited solely to the amount of the Aggrieved Party’s actual and direct damages, not to exceed the amount of fees paid by you (excluding hard costs for licenses, hardware, etc.) to Verticomm Prizm for the specific Service upon which the applicable claim(s) is/are based during the three (3) month period immediately prior to the date on which the cause of action accruedaccrued or $10,000, whichever is greater. The foregoing limitations shall apply even if the remedies listed in this Agreement fail of their essential purpose; however, the limitations shall not apply to the extent that the Claims are caused by a Responsible Party’s willful or intentional misconduct, or gross negligence. Similarly, a Responsible Party’s liability obligation shall be reduced to the extent that a Claim is caused by, or the result of, the Aggrieved Party’s willful or intentional misconduct, or gross negligence, or to the extent that the Aggrieved Party failed to reasonably mitigate (or attempt to mitigate, as applicable) the Claims. Under no circumstances shall Prizm have any liability for any claims or causes of action arising from or related to Out of Scope Services.

Liability Limitations. This paragraph limits (a) If promptly notified in writing of any action brought against Customer based on a claim that NEOGOV’s Services infringe a United States patent, copyright or trademark right of a third party (except to the liabilities arising under this Agreement extent such claim or infringement relates to any third party software incorporated into NEOGOV’s applications), NEOGOV will defend such action at its expense and will pay any and all fees, costs or damages that may be finally awarded in such action or any SOW settlement resulting from such action (provided that Customer shall permit NEOGOV to control the defense of such action and is a bargained-for shall not make any compromise, admission of liability or settlement or take any other action impairing the defense of such claim without NEOGOV’s prior written approval). (b) Customer acknowledges and material part of our business relationship with you. You acknowledge and agree agrees: (i) that Verticomm would not enter into any SOW or this Agreement unless Verticomm could rely on the limitations described in this paragraph. In NEOGOV has no event shall either party be liable for any indirectproprietary, special, exemplary, consequential, or punitive damages, such as lost revenue, loss of profits (except for fees due and owing to Verticomm), savingsfinancial, or other indirect interest in the goods or contingent event-based economic loss arising out services that may be described in or offered through Customer’s web site; and (ii) that except with respect to any material supplied by NEOGOV, Customer is solely responsible (as between NEOGOV and Customer) for the content, quality, performance, and all other aspects of the goods or services and the information or other content contained in connection with this Agreementor provided through Customer’s web site. (c) OTHER THAN THOSE WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, any SOWNEOGOV DOES NOT MAKE ANY WARRANTIES TO CUSTOMER OR ANY OTHER PERSON OR ENTITY, or the ServicesEITHER EXPRESS OR IMPLIED (INCLUDING, or for any loss or interruption of dataWITHOUT LIMITATION, technology or servicesANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) WITH RESPECT TO THE SERVICES PROVIDED HEREUNDER. NEOGOV SHALL NOT BE LIABLE TO CUSTOMER OR TO ANY OTHER PERSON OR ENTITY, or for any breach hereof or for any damages caused by any delay in furnishing Services under this Agreement UNDER ANY CIRCUMSTANCE OR DUE TO ANY EVENT WHATSOEVER, FOR CONSEQUENTIAL OR INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFIT, LOSS OF USE OR BUSINESS STOPPAGE. (d) Under no circumstances shall NEOGOV’s total liability to Customer or any SOWother person, even if a party has been advised of the possibility of such damages; however, reasonable attorneys’ fees awarded to a prevailing party (as described below), your indemnification obligations, and any amounts due and payable pursuant to the non-solicitation provision of this Agreement shall not be limited by the foregoing limitation. Except for the foregoing exceptions, a responsible party’s (“Responsible Party’s”) aggregate liability to the other party (“Aggrieved Party”) for damages from any and all claims or causes whatsoever, and regardless of the nature of the claim or form of any such action(s), that arise from or relate to this Agreement action (collectively, “Claims”), whether arising in contract, tort, indemnificationstrict liability or otherwise), or negligence, shall be limited solely to the amount of the Aggrieved Party’s actual and direct damages, not to exceed the aggregate amount of fees paid and revenue received by you (excluding hard costs for licenses, hardware, etc.) to Verticomm NEOGOV hereunder for the specific Service upon which Initial Term(s) and restrictions provided in Exhibit A (Order Form); provided, however that the applicable claim(s) is/are based during the three (3) month period immediately prior to the date on which the cause of action accrued. The foregoing limitations set forth in this Section 8(d) shall not apply to the extent that the Claims are caused by a Responsible Partyactions brought under 8(a) above or to any injury to persons or damages to property arising out of NEOGOV’s willful gross negligence or intentional willful, gross misconduct, or gross negligence. Similarly, a Responsible Party’s liability obligation shall be reduced to the extent that a Claim is caused by, or the result of, the Aggrieved Party’s willful or intentional misconduct, or gross negligence.

Liability Limitations. This paragraph limits the liabilities arising from the Services as well as the liabilities arising under this Agreement or and any SOW Quote, and is a bargained-for and material part of our business relationship with you. You acknowledge and agree that Verticomm Symphona Technology would not provide any Services, or enter into any SOW Quote or this Agreement Agreement, unless Verticomm Symphona Technology could rely on the limitations described in this paragraph. In no event shall either party be liable for any indirect, special, exemplary, consequential, or punitive damages, such as lost revenue, loss of profits (except for fees due and owing to VerticommSymphona Technology), savings, or other indirect or contingent event-based economic loss arising out of or in connection with the Services, this Agreement, any SOW, or the ServicesQuote, or for any loss or interruption of data, technology or services, or for any breach hereof or for any damages caused by any delay in furnishing Services under this Agreement or any SOWQuote, even if a party has been advised of the possibility of such damages; however, reasonable attorneys’ fees awarded to a prevailing party (as described below), your indemnification obligations, and any amounts due and payable pursuant to the non-solicitation provision of this Agreement shall not be limited by the foregoing limitation. Except for the foregoing exceptions, a responsible party’s (“Responsible Party’s”) aggregate liability to the other party (“Aggrieved Party”) for damages from any and all claims or causes whatsoever, and regardless of the form of any such action(s), that arise from or relate to this Agreement (collectively, “Claims”), whether in contract, tort, indemnification, or negligence, shall be limited solely to the amount of the Aggrieved Party’s actual and direct damages, not to exceed the amount of fees paid by you (excluding hard costs for licenses, hardware, etc.) to Verticomm Symphona Technology for the specific Service upon which the applicable claim(s) is/are based during the three (3) month period immediately prior to the date on which the cause of action accruedaccrued or $5,000, whichever is greater. The foregoing limitations shall apply even if the remedies listed in this Agreement fail of their essential purpose; however, the limitations shall not apply to the extent that the Claims are caused by a Responsible Party’s willful or intentional misconduct, or gross negligence. Similarly, a Responsible Party’s liability obligation shall be reduced to the extent that a Claim is caused by, or the result of, the Aggrieved Party’s willful or intentional misconduct, or gross negligence, or to the extent that the Aggrieved Party failed to reasonably mitigate (or attempt to mitigate, as applicable) the Claims.

Liability Limitations. This paragraph limits the liabilities arising under this Agreement or any SOW and is a bargained-for and material part of our business relationship with you. You acknowledge and agree that Verticomm would not enter into any SOW or this Agreement unless Verticomm could rely on the limitations described in this paragraph. In no event shall either party Coalesce be liable to the End User or any third party for any indirect, special, exemplaryincidental, consequentialpunitive, or punitive damagesconsequential loss or damage or for any loss of or damage to data, such as lost revenueex gratia payments, loss of profits profit, loss of contract or loss of other economic advantage (except for fees due and owing to Verticomm), savings, in each case whether direct or other indirect or contingent event-based economic loss indirect) howsoever arising out of or in connection with this Agreement, Agreement or any SOWcollateral contract, or the Servicesproduction, sale, supply or for use (by Coalesce, the End User or any loss third party) of the Product(s) or interruption of data, technology or services, or for any breach hereof or for any damages caused by any delay in furnishing Support Services provided under this Agreement or any SOWAgreement, even if a that party has previously been advised of the possibility of such damages; howeverthe same and whether foreseeable or not. These limitations shall apply notwithstanding any failure of essential purpose of any limited remedy. No Warranty: THE END-USER ACKNOWLEDGES AND AGREES THAT THE COALESCE AMIS ARE PROVIDED "AS IS". COALESCE DISCLAIMS ANY AND ALL WARRANTIES, reasonable attorneys’ fees awarded to a prevailing party INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND STATUTORY WARRANTIES OF NON-INFRINGEMENT TO THE FULLEST EXTENT PERMITTED BY LAW. COALESCE IN NO WAY WHATSOEVER GUARANTEES THAT USE OF ANY PRODUCT ASSURES COMPLIANCE WITH REGULATORY GUIDELINES SUCH AS, BUT NOT LIMITED TO: HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT (as described belowHIPAA), your indemnification obligations, and any amounts due and payable pursuant to the non-solicitation provision of this Agreement shall not be limited by the foregoing limitation. Except for the foregoing exceptions, a responsible party’s PAYMENT CARD INDUSTRY (“Responsible Party’s”PCI) aggregate liability to the other party DATA SECURITY STANDARD (“Aggrieved Party”) for damages from any and all claims or causes whatsoever, and regardless of the form of any such action(sDSS), that arise from or relate to this Agreement U.S. DEPARTMENT OF DEFENSE (collectively, “Claims”DOD) DEFENSE INFORMATION SYSTEMS AGENCY (DISA) SECURITY TECHNICAL IMPLEMENTATION GUIDES (STIGS), whether in contract, tort, indemnification, or negligence, shall be limited solely to the amount of the Aggrieved Party’s actual and direct damages, not to exceed the amount of fees paid by you (excluding hard costs for licenses, hardware, etc.) to Verticomm for the specific Service upon which the applicable claim(s) is/are based during the three (3) month period immediately prior to the date on which the cause of action accrued. The foregoing limitations shall not apply to the extent that the Claims are caused by a Responsible Party’s willful or intentional misconduct, or gross negligence. Similarly, a Responsible Party’s liability obligation shall be reduced to the extent that a Claim is caused by, or the result of, the Aggrieved Party’s willful or intentional misconduct, or gross negligence.

Liability Limitations. This paragraph limits the liabilities arising under this Agreement or any SOW and is a bargained-for and material part of our business relationship with youthis Agreement. You acknowledge and agree that Verticomm HCTG would not enter into any SOW or this Agreement unless Verticomm it could rely on the limitations described in this paragraph. In no event shall either party be liable for any indirect, special, exemplary, consequential, or punitive damages, such as lost revenue, loss of profits (except for fees due and owing to VerticommHCTG), savings, or other indirect or contingent event-based economic loss arising out of or in connection with this Agreement, any SOW, or the Services, or for any loss or interruption of data, technology or services, or for any breach hereof or for any damages caused by any delay in furnishing Services under this Agreement or any SOW, even if a party has been advised of the possibility of such damages; however, reasonable attorneys’ fees awarded to a prevailing party (as described below), your indemnification obligations, and any amounts due and payable pursuant to the non-solicitation provision of this Agreement shall not be limited by the foregoing limitation. Except for the foregoing exceptionsyour payment obligations and your indemnification obligations described in this Agreement, a responsible party’s (“Responsible Party’s”) aggregate liability to the other party (“Aggrieved Party”) for damages from any and all claims or causes whatsoever, and regardless of the form of any such action(s), that arise from or relate to this Agreement (collectively, “Claims”), whether in contract, tort, indemnification, or negligence, shall be limited solely to the amount of the Aggrieved Party’s actual and direct damages, not to exceed the amount of fees paid by you (excluding hard costs for licenses, hardware, etc.) to Verticomm HCTG for the specific Service upon which the applicable claim(s) is/are based during the three six (36) month period immediately prior to the date on which the cause of action accrued. The foregoing limitations shall not apply to the extent that the Claims are caused by a Responsible Party’s willful or intentional misconduct, or gross negligence. Similarly, a Responsible Party’s liability obligation shall be reduced to the extent that a Claim is caused by, or the result of, the Aggrieved Party’s willful or intentional misconduct, or gross negligence.

Liability Limitations. This It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by U.S. Bank National Association, not individually or personally but solely as Supplemental Interest Trust Trustee of Party A and Party B, in the exercise of the powers and authority conferred and vested in it and that U.S. Bank National Association shall perform its duties and obligations hereunder in accordance with the standard of care set forth in Article VIII of the Pooling and Servicing Agreement, (b) each of the representations, undertakings and agreements herein made on the part of Party A and Party B is made and intended not as personal representations, undertakings and agreements by U.S. Bank National Association but is made and intended for the purpose of binding only Party A and Party B, (c) nothing herein contained shall be construed as creating any liability on U.S. Bank National Association, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto; provided that nothing in this paragraph limits shall relieve U.S. Bank National Association from performing its duties and obligations hereunder and under the liabilities arising Pooling and Servicing Agreement in accordance with the standard of care set forth therein, and (d) under no circumstances shall U.S. Bank National Association be personally liable for the payment of any indebtedness or expenses of Party A or Party B or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by Party A or Party B under this Agreement or any SOW and is a bargained-for and material part of our business relationship with you. You acknowledge and agree other related documents; provided, that Verticomm would not enter into any SOW or this Agreement unless Verticomm could rely on the limitations described nothing in this paragraphparagraph shall relieve U.S. Bank National Association from performing its duties and obligations hereunder and under the Pooling and Servicing Agreement in accordance with the standard of care set forth herein and therein. In no event o "Affiliate". Party A and Party B shall either party be liable deemed to not have any Affiliates for any indirect, special, exemplary, consequential, or punitive damages, such as lost revenue, loss purposes of profits (except for fees due and owing to Verticomm), savings, or other indirect or contingent event-based economic loss arising out of or in connection with this Agreement, any SOW, or the Services, or including for any loss or interruption purposes of data, technology or services, or for any breach hereof or for any damages caused by any delay in furnishing Services under this Agreement or any SOW, even if a party has been advised Section 6(b)(ii). o Section 3 of the possibility of such damages; however, reasonable attorneys’ fees awarded to a prevailing party ISDA Form Master Agreement is hereby amended by adding at the end thereof the following subsection (as described below), your indemnification obligations, and any amounts due and payable pursuant to the non-solicitation provision of this Agreement shall not be limited by the foregoing limitation. Except for the foregoing exceptions, a responsible party’s (“Responsible Party’s”) aggregate liability to the other party (“Aggrieved Party”) for damages from any and all claims or causes whatsoever, and regardless of the form of any such action(s), that arise from or relate to this Agreement (collectively, “Claims”), whether in contract, tort, indemnification, or negligence, shall be limited solely to the amount of the Aggrieved Party’s actual and direct damages, not to exceed the amount of fees paid by you (excluding hard costs for licenses, hardware, etc.) to Verticomm for the specific Service upon which the applicable claim(s) is/are based during the three (3) month period immediately prior to the date on which the cause of action accrued. The foregoing limitations shall not apply to the extent that the Claims are caused by a Responsible Party’s willful or intentional misconduct, or gross negligence. Similarly, a Responsible Party’s liability obligation shall be reduced to the extent that a Claim is caused by, or the result of, the Aggrieved Party’s willful or intentional misconduct, or gross negligence.g):

Liability Limitations. This paragraph limits the liabilities arising under this Agreement or any SOW and is a bargained-for and a material part of our business relationship with youthis Agreement. You acknowledge and agree that Verticomm Xxxxxx would not enter into any SOW or this Agreement unless Verticomm it could rely on the limitations described in this paragraph. In no event shall either party be liable for any indirect, special, exemplary, consequential, or punitive damages, such as lost revenue, loss of profits (except for fees due and owing to VerticommCalian), savings, or other indirect or contingent event-based economic loss arising out of or in connection with this Agreement, any SOW, or the Services, or for any loss or interruption of data, technology or services, any loss or for damages related to any cyber, data, security or network breach hereof of any kind, or for any damages caused by any delay in furnishing Services under this Agreement or any SOW, even if a party has been advised of the possibility of such damages; however, reasonable attorneys’ fees awarded to a prevailing party (as described below), your indemnification obligations, and any amounts due and payable pursuant to the non-solicitation provision of this Agreement ) shall not be limited by the foregoing limitation. Except for the foregoing exceptionsparties’ confidentiality obligations, your payment obligations and your indemnification obligations described in this Agreement, a responsible party’s (“Responsible Party’s”) aggregate liability to the other party (“Aggrieved Party”) for damages from any and all claims or causes whatsoever, and regardless of the form of any such action(s), that arise from or relate to this Agreement (collectively, “Claims”), whether in contract, tort, indemnification, or negligencenegligence and otherwise, shall be limited solely to the amount of the Aggrieved Party’s actual and direct damages, not to exceed the amount lesser of fees (a) the total amounts paid and amounts accrued but not yet paid by you (excluding hard costs for licenses, hardware, etc.) to Verticomm Calian for the specific Service under the applicable SOW upon which the applicable claim(sClaim(s) is/are based during the three six (36) month period immediately prior to the date on which the cause of action accrued. The foregoing limitations shall not apply event occurred giving rise to the extent that Claim(s) and (b) $750,000. Notwithstanding the Claims are caused by a Responsible Party’s willful or intentional misconductforegoing, or gross negligence. Similarly, a Responsible nothing in this Agreement shall limit either Party’s liability obligation shall be reduced to the extent that a Claim is caused by, for property damage or the result of, the Aggrieved Party’s willful or intentional misconduct, or gross negligencepersonal injury (including death).

Liability Limitations. This paragraph If, after receiving a timely, complete and accurate payment request, a payment is not completed in the correct amount, PNB will be liable only for your proximately caused actual damages as set forth in the next paragraph, to the extent required by applicable law. Without limiting the generality of the preceding sentence, PNB will not be liable if (i) through no fault of PNB, the savings/checking account from which you wish to transfer funds is not open or does not have sufficient available balance to make the payment or funds transfer; (ii) you attempt to transfer funds in excess of the transaction limits set by PNB or applicable government rules and regulations; (iii) the liabilities arising under Service was not working properly and you knew or had been advised about the malfunction before you completed the transaction; (iv) you did not follow all Service instructions properly; (v) PNB does not correctly receive your instructions due to a telecommunications failure or otherwise; (vi) you provided incorrect information of the intended Recipient; (vii) you improperly cancelled the remittance (viii) the account you have designated to fund the remittance(s) has been closed or suspended, is invalid or you are not authorized to access such; (ix) a Recipient has refused to accept a payment or fails to deposit or cash the check within the applicable time frame; (x) circumstances beyond PNB's control prevent any remittance from reaching the Recipient; or (xi) upon the occurrence of any other facts representing circumstances analogous to the foregoing which would constitute an exception to PNB’s liability. If PNB is deemed liable to you in connection with any payment or other transfer of funds made or not made in accordance with this Agreement Agreement, the maximum aggregate liability of PNB will be the amount of the remittance or any SOW and is a bargained-for and material part of our business relationship with youtransfer, without interest, unless otherwise required by applicable law. You acknowledge expressly understand and agree that Verticomm would not enter into none of PNB, or any SOW or this Agreement unless Verticomm could rely on the limitations described in this paragraph. In no event shall either party of its shareholders, directors, officers, employees, agents and representatives, will be liable for any direct, indirect, incidental, special, exemplary, consequential, consequential or punitive exemplary damages, such as lost revenueincluding but not limited to, damages for loss of profits (except for fees due and owing to Verticomm)profits, savingsgoodwill, use, data, or other indirect intangible losses, whether or contingent event-based economic loss arising out not any of or in connection with this Agreement, any SOW, or the Services, or for any loss or interruption of data, technology or services, or for any breach hereof or for any damages caused by any delay in furnishing Services under this Agreement or any SOW, even if a party them has been advised of the possibility of such damages; however. Note: PNB is not party to this agreement once the funds representing your remittance are transferred to another institution. At all times under this agreement, reasonable attorneys’ fees awarded PNB’s liability is limited to activities which occur in Singapore and are effected in an attempt to deliver a payment to a prevailing party (as described below), your indemnification obligations, and any amounts due and payable pursuant to the non-solicitation provision recipient outside of this Agreement shall not be limited by the foregoing limitation. Except for the foregoing exceptions, a responsible party’s (“Responsible Party’s”) aggregate liability to the other party (“Aggrieved Party”) for damages from any and all claims or causes whatsoever, and regardless of the form of any such action(s), that arise from or relate to this Agreement (collectively, “Claims”), whether in contract, tort, indemnification, or negligence, shall be limited solely to the amount of the Aggrieved Party’s actual and direct damages, not to exceed the amount of fees paid by you (excluding hard costs for licenses, hardware, etcSingapore.) to Verticomm for the specific Service upon which the applicable claim(s) is/are based during the three (3) month period immediately prior to the date on which the cause of action accrued. The foregoing limitations shall not apply to the extent that the Claims are caused by a Responsible Party’s willful or intentional misconduct, or gross negligence. Similarly, a Responsible Party’s liability obligation shall be reduced to the extent that a Claim is caused by, or the result of, the Aggrieved Party’s willful or intentional misconduct, or gross negligence.

Liability Limitations. This paragraph limits the liabilities arising from the Services as well as the liabilities arising under this Agreement or and any SOW Order, and is a bargained-for and material part of our business relationship with you. You acknowledge and agree that Verticomm CR-T would not provide any Services, or enter into any SOW Order or this Agreement Agreement, unless Verticomm CR-T could rely on the limitations described in this paragraph. In no event shall either party be liable for any indirect, special, exemplary, consequential, or punitive damages, such as lost revenue, loss of profits (except for fees due and owing to VerticommCR-T), savings, or other indirect or contingent event-based economic loss arising out of or in connection with the Services, this Agreement, any SOW, or the ServicesOrder, or for any loss or interruption of data, technology or services, or for any breach hereof or for any damages caused by any delay in furnishing Services under this Agreement or any SOWOrder, even if a party has been advised of the possibility of such damages; however, reasonable attorneys’ fees awarded to a prevailing party (as described below), your indemnification obligations, and any amounts due and payable pursuant to the non-solicitation provision of this Agreement shall not be limited by the foregoing limitation. Except for the foregoing exceptions, a responsible party’s (“Responsible Party’s”) aggregate liability to the other party (“Aggrieved Party”) for damages from any and all claims or causes whatsoever, and regardless of the form of any such action(s), that arise from or relate to this Agreement (collectively, “Claims”), whether in contract, tort, indemnification, or negligence, shall be limited solely to the amount of the Aggrieved Party’s actual and direct damages, not to exceed the amount of fees paid by you (excluding hard costs for licenses, hardware, etc.) to Verticomm CR-T for the specific Service upon which the applicable claim(s) is/are based during the three (3) month period immediately prior to the date on which the cause of action accruedaccrued or $10,000, whichever is greater. The foregoing limitations shall apply even if the remedies listed in this Agreement fail of their essential purpose; however, the limitations shall not apply to the extent that the Claims are caused by a Responsible Party’s willful or intentional misconduct, or gross negligence. Similarly, a Responsible Party’s liability obligation shall be reduced to the extent that a Claim is caused by, or the result of, the Aggrieved Party’s willful or intentional misconduct, or gross negligence, or to the extent that the Aggrieved Party failed to reasonably mitigate (or attempt to mitigate, as applicable) the Claims.

Liability Limitations. This paragraph limits the liabilities arising under this Agreement or any SOW from the Services and is a bargained-for and material part of our business relationship with you. You acknowledge and agree that Verticomm Silicon Plains would not provide any Services, or enter into any SOW Quote or this Agreement Agreement, unless Verticomm Silicon Plains could rely on the limitations described in this paragraph. In no event shall will either party be liable for any indirect, special, exemplary, consequential, or punitive damages, such as lost revenue, loss of profits (except for fees due and owing to VerticommSilicon Plains), savings, or other indirect or contingent event-event- based economic loss arising out of or in connection with the Services, this Agreement, any SOW, or the Services, or for any loss or interruption of data, technology or servicesQuote, or for any breach hereof or for any damages caused by any delay in furnishing Services under this Agreement or any SOWQuote, even if a party has been advised of the possibility of such damages; however, amounts you owe us under this Agreement, reasonable attorneys’ fees awarded to a prevailing party (as described below), your indemnification obligations, and any amounts due and payable pursuant to the non-solicitation provision of this Agreement shall not be limited by the foregoing limitation. Except for the foregoing exceptions, a responsible party’s (“Responsible Party’s”) aggregate liability to the other party (“Aggrieved Party”) for damages from any and all claims or causes whatsoever, and regardless of the form of any such action(s), that arise from or relate to this Agreement (collectively, “Claims”), whether in contract, tort, indemnification, or negligence, shall be limited solely to the amount of the Aggrieved Party’s actual and direct damages, not to exceed the amount of fees paid by you (excluding hard costs for licenses, hardware, etc.) to Verticomm Silicon Plains for the specific Service upon which the applicable claim(s) is/are based during the three six (36) month period immediately prior to the date on which the cause of action accrued, or $10,000, or the amounts that are actually paid out under a Responsible Party’s insurance policy, whichever is greater. The parties agree that only one of the foregoing financial remedies may be selected by an Aggrieved Party and once selected, the selected remedy shall be the sole financial remedy available to the Aggrieved Party to the exclusion of all other remedies. The foregoing limitations shall apply even if the remedies listed in this Agreement fail of their essential purpose; however, the limitations shall not apply to the extent that such limitations are prohibited under applicable law, or to the extent that the Claims are caused by a Responsible Party’s willful or intentional misconduct, or gross negligence. Similarly, a Responsible Party’s liability obligation shall be reduced to the extent that a Claim is caused by, or the result of, the Aggrieved Party’s willful or intentional misconduct, or gross negligence, or to the extent that the Aggrieved Party failed to reasonably mitigate (or attempt to mitigate, as applicable) the Claims. Under no circumstances shall Silicon Plains have any liability for any claims or causes of action arising from or related to Out of Scope Services.

Liability Limitations. This paragraph limits the liabilities arising under this Agreement or any SOW from the Services and is a bargained-for and material part of our business relationship with you. You acknowledge and agree that Verticomm PNS would not provide any Services, or enter into any SOW Quote or this Agreement Agreement, unless Verticomm PNS could rely on the limitations described in this paragraph. In no event shall will either party be liable for any indirect, special, exemplary, consequential, or punitive damages, such as lost revenue, loss of profits (except for fees due and owing to VerticommPNS), savings, or other indirect or contingent event-based economic loss arising out of or in connection with the Services, this Agreement, any SOW, or the Services, or for any loss or interruption of data, technology or servicesQuote, or for any breach hereof or for any damages caused by any delay in furnishing Services under this Agreement or any SOWQuote, even if a party has been advised of the possibility of such damages; however, reasonable attorneys’ fees awarded to a prevailing party (as described below), your indemnification obligations, and any amounts due and payable pursuant to the non-solicitation provision of this Agreement shall not be limited by the foregoing limitation. Except for the foregoing exceptions, a responsible party’s (“Responsible Party’s”) aggregate liability to the other party (“Aggrieved Party”) for damages from any and all claims or causes whatsoever, and regardless of the form of any such action(s), that arise from or relate to this Agreement (collectively, “Claims”), whether in contract, tort, indemnification, or negligence, shall be limited solely to the amount of the Aggrieved Party’s actual and direct damages, not to exceed the amount of fees paid by you (excluding hard costs for licenses, hardware, etc.) to Verticomm PNS for the specific Service upon which the applicable claim(s) is/are based during the three (3) month period immediately prior to the date on which the cause of action accruedaccrued or $10,000, whichever is greater. The foregoing limitations shall apply even if the remedies listed in this Agreement fail of their essential purpose; however, the limitations shall not apply to the extent that the Claims are caused by a Responsible Party’s willful or intentional misconduct, or gross negligence. Similarly, a Responsible Party’s liability obligation shall be reduced to the extent that a Claim is caused by, or the result of, the Aggrieved Party’s willful or intentional misconduct, or gross negligence, or to the extent that the Aggrieved Party failed to reasonably mitigate (or attempt to mitigate, as applicable) the Claims. Under no circumstances shall PNS have any liability for any claims or causes of action arising from or related to Out of Scope Services.

Liability Limitations. This paragraph limits the liabilities arising under this Agreement or any SOW and is a bargained-for and material part of our business relationship with youthis Agreement. You acknowledge and agree that Verticomm RSPN would not enter into any SOW or this Agreement unless Verticomm it could rely on the limitations described in this paragraph. In no event shall either party be liable for any indirect, special, exemplary, consequential, or punitive damages, such as lost revenue, loss of profits (except for fees due and owing to VerticommRSPN), savings, or other indirect or contingent event-based economic loss arising out of or in connection with this Agreement, any SOW, or the Services, or for any loss or interruption of data, technology or services, or for any breach hereof or for any damages caused by any delay in furnishing Services under this Agreement or any SOW, even if a party has been advised of the possibility of such damages; however, reasonable attorneys’ fees awarded to a prevailing party (as described below), your indemnification obligations, and any amounts due and payable pursuant to the non-solicitation provision of this Agreement ) shall not be limited by the foregoing limitation. Except for the foregoing exceptionsyour payment obligations and your indemnification obligations described in this Agreement, a responsible party’s (“Responsible Party’s”) aggregate liability to the other party (“Aggrieved Party”) for damages from any and all claims or causes whatsoever, and regardless of the form of any such action(s), that arise from or relate to this Agreement (collectively, “Claims”), whether in contract, tort, indemnification, or negligence, shall be limited solely to the amount of the Aggrieved Party’s actual and direct damages, not to exceed the amount of fees paid by you (excluding hard costs for licenses, hardware, etc.) to Verticomm RSPN for the specific Service upon which the applicable claim(s) is/are based during the three six (36) month period immediately prior to the date on which the cause of action accrued. The foregoing limitations shall not apply to the extent that the Claims are caused by a Responsible Party’s willful or intentional misconduct, or gross negligence. Similarly, a Responsible Party’s liability obligation shall be reduced to the extent that a Claim is caused by, or the result of, the Aggrieved Party’s willful or intentional misconduct, or gross negligence.

Liability Limitations. This paragraph limits the liabilities arising under this Agreement or any SOW from the Services and is a bargained-for and material part of our business relationship with you. You acknowledge and agree that Verticomm VTG would not provide any Services, or enter into any SOW Quote or this Agreement Agreement, unless Verticomm VTG could rely on the limitations described in this paragraph. In no event shall will either party be liable for any indirect, special, exemplary, consequential, or punitive damages, such as lost revenue, loss of profits (except for fees due and owing to VerticommVTG), savings, or other indirect or contingent event-based economic loss arising out of or in connection with the Services, this Agreement, any SOW, or the Services, or for any loss or interruption of data, technology or servicesQuote, or for any breach hereof or for any damages caused by any delay in furnishing Services under this Agreement or any SOWQuote, even if a party has been advised of the possibility of such damages; however, reasonable attorneys’ fees awarded to a prevailing party (as described below), your indemnification obligations, and any amounts due and payable pursuant to the non-solicitation provision of this Agreement shall not be limited by the foregoing limitation. Except for the foregoing exceptions, a responsible party’s (“Responsible Party’s”) aggregate liability to the other party (“Aggrieved Party”) for damages from any and all claims or causes whatsoever, and regardless of the form of any such action(s), that arise from or relate to this Agreement (collectively, “Claims”), whether in contract, tort, indemnification, or negligence, shall be limited solely to the amount of the Aggrieved Party’s actual and direct damages, not to exceed the amount of fees paid by you (excluding hard costs for licenses, hardware, etc.) to Verticomm VTG for the specific Service upon which the applicable claim(s) is/are based during the three (3) month period immediately prior to the date on which the cause of action accruedaccrued or $10,000, whichever is greater. The foregoing limitations shall apply even if the remedies listed in this Agreement fail of their essential purpose; however, the limitations shall not apply to the extent that the Claims are caused by a Responsible Party’s willful or intentional misconduct, or gross negligence. Similarly, a Responsible Party’s liability obligation shall be reduced to the extent that a Claim is caused by, or the result of, the Aggrieved Party’s willful or intentional misconduct, or gross negligence, or to the extent that the Aggrieved Party failed to reasonably mitigate (or attempt to mitigate, as applicable) the Claims. Under no circumstances shall VTG have any liability for any claims or causes of action arising from or related to Out of Scope Services.

Liability Limitations. This paragraph limits the liabilities arising under this Agreement or any SOW from the Services and is a bargained-for and material part of our business relationship with you. You acknowledge and agree that Verticomm Xxxxxxxxx would not provide any Services, or enter into any SOW Quote or this Agreement Agreement, unless Verticomm Xxxxxxxxx could rely on the limitations described in this paragraph. In no event shall will either party be liable for any indirect, special, exemplary, consequential, or punitive damages, such as lost revenue, loss of profits (except for fees due and owing to VerticommMerrimack), savings, or other indirect or contingent event-based economic loss arising out of or in connection with the Services, this Agreement, any SOW, or the Services, or for any loss or interruption of data, technology or servicesQuote, or for any breach hereof or for any damages caused by any delay in furnishing Services under this Agreement or any SOWQuote, even if a party has been advised of the possibility of such damages; however, amounts you owe us under this Agreement, reasonable attorneys’ fees awarded to a prevailing party (as described below), your indemnification obligations, and any amounts due and payable pursuant to the non-solicitation provision of this Agreement shall not be limited by the foregoing limitation. Except for the foregoing exceptions, a responsible party’s (“Responsible Party’s”) aggregate liability to the other party (“Aggrieved Party”) for damages from any and all claims or causes whatsoever, and regardless of the form of any such action(s), that arise from or relate to this Agreement (collectively, “Claims”), whether in contract, tort, indemnification, or negligence, shall be limited solely to the amount of the Aggrieved Party’s actual and direct damages, not to exceed the amount of fees paid by you (excluding hard costs for licenses, hardware, etc.) to Verticomm Merrimack for the specific Service upon which the applicable claim(s) is/are based during the three six (36) month period immediately prior to the date on which the cause of action accrued. The foregoing limitations shall not apply to , or $10,000, or the extent amounts that the Claims are caused by actually paid out under a Responsible Party’s willful or intentional misconductinsurance policy, or gross negligencewhichever is greater. Similarly, a Responsible Party’s liability obligation shall The parties agree that only one of the foregoing financial remedies may be reduced to the extent that a Claim is caused by, or the result of, the selected by an Aggrieved Party’s willful or intentional misconduct, or gross negligence.Party and

Liability Limitations. This paragraph limits the liabilities arising under this Agreement or any SOW from the Services and is a bargained-for and material part of our business relationship with you. You acknowledge and agree that Verticomm EMD would not provide any Services, or enter into any SOW Quote or this Agreement Agreement, unless Verticomm EMD could rely on the limitations described in this paragraph. In no event shall will either party be liable for any indirect, special, exemplary, consequential, or punitive damages, such as lost revenue, loss of profits (except for fees due and owing to VerticommEMD), savings, or other indirect or contingent event-based economic loss arising out of or in connection with the Services, this Agreement, any SOW, or the Services, or for any loss or interruption of data, technology or servicesQuote, or for any breach hereof or for any damages caused by any delay in furnishing Services under this Agreement or any SOWQuote, even if a party has been advised of the possibility of such damages; however, reasonable attorneys’ fees awarded to a prevailing party (as described below), your indemnification obligations, and any amounts due and payable pursuant to the non-solicitation provision of this Agreement shall not be limited by the foregoing limitation. Except for the foregoing exceptions, a responsible party’s (“Responsible Party’s”) aggregate liability to the other party (“Aggrieved Party”) for damages from any and all claims or causes whatsoever, and regardless of the form of any such action(s), that arise from or relate to this Agreement (collectively, “Claims”), whether in contract, tort, indemnification, or negligence, shall be limited solely to the amount of the Aggrieved Party’s actual and direct damages, not to exceed the amount of fees paid by you (excluding hard costs for licenses, hardware, etc.) to Verticomm EMD for the specific Service upon which the applicable claim(s) is/are based during the three (3) month period immediately prior to the date on which the cause of action accruedaccrued or $10,000, whichever is greater. The foregoing limitations shall apply even if the remedies listed in this Agreement fail of their essential purpose; however, the limitations shall not apply to the extent that the Claims are caused by a Responsible Party’s willful or intentional misconduct, or gross negligence. Similarly, a Responsible Party’s liability obligation shall be reduced to the extent that a Claim is caused by, or the result of, the Aggrieved Party’s willful or intentional misconduct, or gross negligence, or to the extent that the Aggrieved Party failed to reasonably mitigate (or attempt to mitigate, as applicable) the Claims. Under no circumstances shall EMD have any liability for any claims or causes of action arising from or related to Out of Scope Services.

Liability Limitations. This paragraph limits the liabilities arising under this Agreement or any SOW and is a bargained-for and material part of our business relationship with you. You acknowledge and agree that Verticomm Cross Link would not enter into any SOW or this Agreement unless Verticomm Cross Link could rely on the limitations described in this paragraph. In no event shall either party be liable for any indirect, special, exemplary, consequential, or punitive damages, such as lost revenue, loss of profits (except for fees due and owing to VerticommCross Link), savings, or other indirect or contingent event-based economic loss arising out of or in connection with this Agreement, any SOW, or the Services, or for any loss or interruption of data, technology or services, or for any breach hereof or for any damages caused by any delay in furnishing Services under this Agreement or any SOW, even if a party has been advised of the possibility of such damages; however, reasonable attorneys’ fees awarded to a prevailing party (as described below), your indemnification obligations, and any amounts due and payable pursuant to the non-solicitation provision of this Agreement shall not be limited by the foregoing limitation. Except for the foregoing exceptions, a responsible party’s (“Responsible Party’s”) aggregate liability to the other party (“Aggrieved Party”) for damages from any and all claims or causes whatsoever, and regardless of the form of any such action(s), that arise from or relate to this Agreement (collectively, “Claims”), whether in contract, tort, indemnification, or negligence, shall be limited solely to the amount of the Aggrieved Party’s actual and direct damages, not to exceed the amount of fees paid by you (excluding hard costs for licenses, hardware, etc.) to Verticomm Cross Link for the specific Service upon which the applicable claim(s) is/are based during the three (3) month period immediately prior to the date on which the cause of action accrued. The foregoing limitations shall not apply to the extent that the Claims are caused by a Responsible Party’s willful or intentional misconduct, or gross negligence. Similarly, a Responsible Party’s liability obligation shall be reduced to the extent that a Claim is caused by, or the result of, the Aggrieved Party’s willful or intentional misconduct, or gross negligence, or to the extent that the Aggrieved Party failed to reasonably mitigate (or attempt to mitigate, as applicable) the Claims.

Liability Limitations. This paragraph limits the liabilities arising under this Agreement or any SOW and is a bargained-for and material part of our business relationship with you. You acknowledge and agree that Verticomm ABS would not enter into any SOW or this Agreement unless Verticomm ABS could rely on the limitations described in this paragraph. In no event shall either party be liable for any indirect, special, exemplary, consequential, or punitive damages, such as lost revenue, loss of profits (except for fees due and owing to VerticommABS), savings, or other indirect or contingent event-based economic loss arising out of or in connection with this Agreement, any SOW, or the Services, or for any loss or interruption of data, technology or services, or for any breach hereof or for any damages caused by any delay in furnishing Services under this Agreement or any SOW, even if a party has been advised of the possibility of such damages; however, reasonable attorneys’ fees awarded to a prevailing party (as described below), your indemnification obligations, and any amounts due and payable pursuant to the non-solicitation provision of this Agreement ) shall not be limited by the foregoing limitation. Except for the foregoing exceptionsyour payment obligations and your indemnification obligations described in this Agreement, a responsible party’s (“Responsible Party’s”) aggregate liability to the other party (“Aggrieved Party”) for damages from any and all claims or causes whatsoever, and regardless of the form of any such action(s), that arise from or relate to this Agreement (collectively, “Claims”), whether in contract, tort, indemnification, or negligence, shall be limited solely to the amount of the Aggrieved Party’s actual and direct damages, not to exceed the amount of fees paid by you (excluding hard costs for licenses, hardware, etc.) to Verticomm ABS for the specific Service upon which the applicable claim(s) is/are based during the three six (36) month period immediately prior to the date on which the cause of action accrued. The foregoing limitations shall not apply to the extent that the Claims are caused by a Responsible Party’s willful or intentional misconduct, or gross negligence. Similarly, a Responsible Party’s liability obligation shall be reduced to the extent that a Claim is caused by, or the result of, the Aggrieved Party’s willful or intentional misconduct, or gross negligence.

Liability Limitations. This paragraph limits the liabilities arising under this Agreement or any SOW and is a bargained-for and material part of our business relationship with youthis Agreement. You acknowledge and agree that Verticomm Relentless would not enter into any SOW or this Agreement unless Verticomm it could rely on the limitations described in this paragraph. In no event shall either party be liable for any indirect, special, exemplary, consequential, or punitive damages, such as lost revenue, loss of profits (except for fees due and owing to VerticommRelentless), savings, or other indirect or contingent event-based economic loss arising out of or in connection with this Agreement, any SOW, or the Services, or for any loss or interruption of data, technology or services, or for any breach hereof or for any damages caused by any delay in furnishing Services under this Agreement or any SOW, even if a party has been advised of the possibility of such damages; however, reasonable attorneys’ fees awarded to a prevailing party (as described below), your indemnification obligations, and any amounts due and payable pursuant to the non-solicitation provision of this Agreement ) shall not be limited by the foregoing limitation. Except for the foregoing exceptionsyour payment obligations and your indemnification obligations described in this Agreement, a responsible party’s (“Responsible Party’s”) aggregate liability to the other party (“Aggrieved Party”) for damages from any and all claims or causes whatsoever, and regardless of the form of any such action(s), that arise from or relate to this Agreement (collectively, “Claims”), whether in contract, tort, indemnification, or negligence, shall be limited solely to the amount of the Aggrieved Party’s actual and direct damages, not to exceed the amount of fees paid by you (excluding hard costs for licenses, hardware, etc.) to Verticomm for Relentless under the initial invoice covering the specific Service upon which the applicable claim(s) is/are based during the three (3) month period immediately prior to the date on which the cause of action accrued. The foregoing limitations shall not apply to the extent that the Claims are caused by a Responsible Party’s willful or intentional misconduct, or gross negligence. Similarly, a Responsible Party’s liability obligation shall be reduced to the extent that a Claim is caused by, or the result of, the Aggrieved Party’s willful or intentional misconduct, or gross negligence.

Liability Limitations. This paragraph limits the liabilities arising under this Agreement or any SOW from the Services and is a bargained-for and material part of our business relationship with you. You acknowledge and agree that Verticomm Forum IT would not provide any Services, or enter into any SOW Quote or this Agreement Agreement, unless Verticomm Forum IT could rely on the limitations described in this paragraph. In no event shall will either party be liable for any indirect, special, exemplary, consequential, or punitive damages, such as lost revenue, loss of profits (except for fees due and owing to VerticommForum IT), savings, or other indirect or contingent event-based economic loss arising out of or in connection with the Services, this Agreement, any SOW, or the Services, or for any loss or interruption of data, technology or servicesQuote, or for any breach hereof or for any damages caused by any delay in furnishing Services under this Agreement or any SOWQuote, even if a party has been advised of the possibility of such damages; however, reasonable attorneys’ fees awarded to a prevailing party (as described below), your indemnification obligations, and any amounts due and payable pursuant to the non-solicitation provision of this Agreement shall not be limited by the foregoing limitation. Except for the foregoing exceptions, a responsible party’s (“Responsible Party’s”) aggregate liability to the other party (“Aggrieved Party”) for damages from any and all claims or causes whatsoever, and regardless of the form of any such action(s), that arise from or relate to this Agreement (collectively, “Claims”), whether in contract, tort, indemnification, or negligence, shall be limited solely to the amount of the Aggrieved Party’s actual and direct damages, not to exceed the amount of fees paid by you (excluding hard costs for licenses, hardware, etc.) to Verticomm Forum IT for the specific Service upon which the applicable claim(s) is/are based during the three (3) month period immediately prior to the date on which the cause of action accruedaccrued or $10,000, whichever is greater. The foregoing limitations shall apply even if the remedies listed in this Agreement fail of their essential purpose; however, the limitations shall not apply to the extent that the Claims are caused by a Responsible Party’s willful or intentional misconduct, or gross negligence. Similarly, a Responsible Party’s liability obligation shall be reduced to the extent that a Claim is caused by, or the result of, the Aggrieved Party’s willful or intentional misconduct, or gross negligence, or to the extent that the Aggrieved Party failed to reasonably mitigate (or attempt to mitigate, as applicable) the Claims. Under no circumstances shall Forum IT have any liability for any claims or causes of action arising from or related to Out of Scope Services.

Liability Limitations. This paragraph limits 10.5.1 The liability of Seller (i) for the liabilities inaccuracy of any representation or warranty, (ii) for the breach of any covenant, (iii) for indemnity under the terms of this Agreement or (iv) otherwise in connection with the transactions contemplated in this Agreement, shall be limited to claims for indemnification pursuant to Section 10.3 for which a Buyer Indemnified Party delivers written notice to Seller on or before the date that ends 18 months following the Closing Date (the “Claim Period”); provided, however, that a Buyer Indemnified Party may deliver notice to Seller at any time after Closing with respect to a breach of Seller’s representations and warranties in Sections 3.1 through 3.3. Any notice under this Section 10.5.1 shall state the facts known to the Buyer Indemnified Party that give rise to such notice in sufficient detail to allow Seller to evaluate the assertion. (a) Seller shall not be liable for any amount exceeding the Purchase Price. 10.5.3 The amount of any Liabilities for which any of the Buyer Indemnified Parties or Seller Indemnified Parties is entitled to indemnification or other compensation under this Agreement or in connection with or with respect to the transactions contemplated in this Agreement shall be reduced by any corresponding tax benefit created or generated or (ii) insurance proceeds realized or that could reasonably be expected to be realized by such party if a claim were properly pursued under the relevant insurance arrangements. 10.5.4 None of the Buyer Indemnified Parties nor the Seller Indemnified Parties shall be entitled to recover from Seller or Buyer, respectively, for any losses, costs, expenses, or damages arising under this Agreement or any SOW and is a bargained-for and material part of our business relationship in connection with you. You acknowledge and agree that Verticomm would not enter into any SOW or this Agreement unless Verticomm could rely on with respect to the limitations described transactions contemplated in this paragraphAgreement, any amount in excess of the actual compensatory damages, court costs and reasonable attorney fees, suffered by such party. In no event shall either party be liable for Buyer on behalf of each of the Buyer Indemnified Parties and Seller on behalf of each of the Seller Indemnified Parties waives any indirectright to recover consequential, incidental, special, exemplarytreble, exemplary or punitive damages or Liabilities arising in connection with or with respect to the transactions contemplated in this Agreement. For the avoidance of doubt, this Section 10.5.4 does not diminish or otherwise affect the parties’ rights and obligations to be indemnified against, and provide indemnity for, indirect, consequential, punitive or punitive damagesexemplary damages awarded to any third party for which indemnification is provided in this Agreement. 10.5.5 The sole and exclusive remedy of each of the Buyer Indemnified Parties and the Seller Indemnified Parties with respect to the purchase and sale of the Properties shall be pursuant to the express indemnification provisions of this Section 10. Any and all (i) claims relating to the representations, such as lost revenuewarranties, loss of profits covenants and agreements contained in this Agreement, (except for fees due and owing ii) other claims pursuant to Verticomm), savings, or other indirect or contingent event-based economic loss arising out of or in connection with this Agreement or (iii) other claims relating to the Properties and the purchase and sale thereof shall be subject to the provisions set forth in this Section 10. Except for claims made pursuant to the express indemnification provisions of this Section 10, Buyer on behalf of each of the Buyer Indemnified Parties and Seller on behalf of each of the Seller Indemnified Parties shall be deemed to have waived, to the fullest extent permitted under applicable law, any right of contribution against Seller or any of its affiliates and any and all rights, claims and causes of action it may have against Seller or any of its affiliates or Buyer or any of its affiliates, respectively, arising under or based on any federal, state or local statute, law, ordinance, rule or regulation or common law or otherwise. 10.5.6 No person entitled to indemnification hereunder or otherwise to damages in connection with or with respect to the transactions contemplated in this Agreement shall settle, compromise or take any other action with respect to any claim, demand, assertion of liability or legal proceeding that could prejudice or otherwise adversely impact the ability of the person providing such indemnification or potentially liable for such damages to defend or otherwise settle or compromise with respect to such claim, demand, assertion of liability or legal proceeding. 10.5.7 Seller and Buyer acknowledge that the payment of money, as limited by the terms of this Agreement, shall be adequate compensation for breach of any SOWrepresentation, warranty, covenant or the Services, agreement contained herein or for any loss other claim arising in connection with or interruption with respect to the transactions contemplated in this Agreement. As the payment of datamoney shall be adequate compensation, technology or services, or for Buyer and Seller waive any breach hereof or for any damages caused by any delay in furnishing Services under right to rescind this Agreement or any SOW, even if a party has been advised of the possibility of such damages; however, reasonable attorneys’ fees awarded transactions contemplated hereby. 10.5.8 Each person entitled to a prevailing party (as described below), your indemnification obligations, and any amounts due and payable pursuant hereunder or otherwise to damages in connection with the non-solicitation provision of transactions contemplated in this Agreement shall not be limited by the foregoing limitation. Except for the foregoing exceptionstake all reasonable steps to mitigate all losses, a responsible party’s (“Responsible Party’s”) aggregate liability to the other party (“Aggrieved Party”) for costs, expenses and damages from any and all claims or causes whatsoever, and regardless of the form after becoming aware of any such action(s)event or circumstance that could reasonably be expected to give rise to any losses, costs, expenses and damages that arise from are indemnifiable or relate to this Agreement (collectively, “Claims”), whether recoverable hereunder or in contract, tort, indemnification, or negligence, shall be limited solely to the amount of the Aggrieved Party’s actual and direct damages, not to exceed the amount of fees paid by you (excluding hard costs for licenses, hardware, etcconnection herewith.) to Verticomm for the specific Service upon which the applicable claim(s) is/are based during the three (3) month period immediately prior to the date on which the cause of action accrued. The foregoing limitations shall not apply to the extent that the Claims are caused by a Responsible Party’s willful or intentional misconduct, or gross negligence. Similarly, a Responsible Party’s liability obligation shall be reduced to the extent that a Claim is caused by, or the result of, the Aggrieved Party’s willful or intentional misconduct, or gross negligence.

Liability Limitations. This paragraph limits the liabilities arising from the Services as well as the liabilities arising under this Agreement or and any SOW Quote, and is a bargained-for and material part of our business relationship with you. You acknowledge and agree that Verticomm ClearFuze would not provide any Services, or enter into any SOW Quote or this Agreement Agreement, unless Verticomm ClearFuze could rely on the limitations described in this paragraph. In no event shall either party be liable for any indirect, special, exemplary, consequential, or punitive damages, such as lost revenue, loss of profits (except for fees due and owing to VerticommClearFuze), savings, or other indirect or contingent event-event- based economic loss arising out of or in connection with the Services, this Agreement, any SOW, or the ServicesQuote, or for any loss or interruption of data, technology or services, or for any breach hereof or for any damages caused by any delay in furnishing Services under this Agreement or any SOWQuote, even if a party has been advised of the possibility of such damages; however, reasonable attorneys’ fees awarded to a prevailing party (as described below), your indemnification obligations, and any amounts due and payable pursuant to the non-solicitation provision of this Agreement shall not be limited by the foregoing limitation. Except for the foregoing exceptions, a responsible party’s (“Responsible Party’s”) aggregate liability to the other party (“Aggrieved Party”) for damages from any and all claims or causes whatsoever, and regardless of the form of any such action(s), that arise from or relate to this Agreement (collectively, “Claims”), whether in contract, tort, indemnification, or negligence, shall be limited solely to the amount of the Aggrieved Party’s actual and direct damages, not to exceed the amount of fees paid by you (excluding hard costs for licenses, hardware, etc.) to Verticomm ClearFuze for the specific Service upon which the applicable claim(s) is/are based during the three (3) month period immediately prior to the date on which the cause of action accruedaccrued or $5,000, whichever is greater. The foregoing limitations shall apply even if the remedies listed in this Agreement fail of their essential purpose; however, the limitations shall not apply to the extent that the Claims are caused by a Responsible Party’s willful or intentional misconduct, or gross negligence. Similarly, a Responsible Party’s liability obligation shall be reduced to the extent that a Claim is caused by, or the result of, the Aggrieved Party’s willful or intentional misconduct, or gross negligence, or to the extent that the Aggrieved Party failed to reasonably mitigate (or attempt to mitigate, as applicable) the Claims.

Liability Limitations. This paragraph If, after receiving a timely, complete and accurate Payment request, a Payment is not completed in the correct amount, PNBRCC will be liable only for your proximately caused actual damages as set forth below, to the extent required by applicable law. Without limiting the generality of the preceding sentence, PNBRCC will not be liable if (i) through no fault of PNBRCC, the deposit account from which you wish to transfer funds is not open or does not have a sufficient available balance to make the Payment or funds transfer; (ii) you attempt to transfer funds in excess of the transaction limits the liabilities arising under this Agreement or any SOW and is a bargained-for and material part of our business relationship with you. You acknowledge and agree that Verticomm would not enter into any SOW or this Agreement unless Verticomm could rely on the limitations described set forth in this paragraphAgreement; (iii) the Portal or the Service was not working properly and you knew or had been advised about the malfunction before you completed the transaction; (iv) you did not follow all Service instructions properly; (v) PNBRCC or the Bank does not correctly receive your instructions due to a telecommunications failure or otherwise;(vi) you provided an incorrect address for the intended Recipient; (vii) you improperly cancelled the Payment; (viii) the account you have designated to fund the Payment(s) is invalid or you are not authorized to access such;(ix) a Recipient has refused to accept a Payment or fails to deposit or cash the check within the time frame set forth in this Agreement; (x) circumstances beyond PNBRCC control prevent any Payment from reaching the Recipient; or (xi) upon the occurrence of any other facts representing an exception to the Bank's liability as stated in this Agreement. In no event shall either party be If the Providers are deemed liable for to you in connection with any indirect, special, exemplary, consequential, or punitive damages, such as lost revenue, loss of profits (except for fees due and owing to Verticomm), savings, Payment or other indirect transfer of funds made or contingent event-based economic loss arising out of or not made in connection accordance with this Agreement, any SOW, or the Services, or for any loss or interruption of data, technology or services, or for any breach hereof or for any damages caused by any delay in furnishing Services under this Agreement or any SOW, even if a party has been advised of the possibility of such damages; however, reasonable attorneys’ fees awarded to a prevailing party (as described below), your indemnification obligations, and any amounts due and payable pursuant to the non-solicitation provision of this Agreement shall not be limited by the foregoing limitation. Except for the foregoing exceptions, a responsible party’s (“Responsible Party’s”) maximum aggregate liability to the other party (“Aggrieved Party”) for damages from any and all claims or causes whatsoever, and regardless of the form of any such action(s), that arise from or relate to this Agreement (collectively, “Claims”), whether in contract, tort, indemnification, or negligencePNBRCC, shall be limited solely to the amount of the Aggrieved PartyPayment or transfer, without interest, unless otherwise required by applicable law. YOU EXPRESSLY UNDERSTAND AND AGREE THAT NONE OF THE PROVIDERS SHALL BE LIABLE 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, EVEN IF THE PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTE: ONCE THE FUNDS REPRESENTING YOUR PAYMENT ARE TRANSFERRED TO ANOTHER INSTITUTION, AT ALL TIMES UNDER THIS AGREEMENT, PNBRCC’s actual and direct damages, not to exceed the amount of fees paid by you (excluding hard costs for licenses, hardware, etcLIABILITY SHALL BE LIMITED TO ACTIVITIES WHICH OCCUR IN CANADA AND ARE EFFECTED IN AN ATTEMPT TO DELIVER A PAYMENT TO A RECIPIENT OUTSIDE OF CANADA.) to Verticomm for the specific Service upon which the applicable claim(s) is/are based during the three (3) month period immediately prior to the date on which the cause of action accrued. The foregoing limitations shall not apply to the extent that the Claims are caused by a Responsible Party’s willful or intentional misconduct, or gross negligence. Similarly, a Responsible Party’s liability obligation shall be reduced to the extent that a Claim is caused by, or the result of, the Aggrieved Party’s willful or intentional misconduct, or gross negligence.

Liability Limitations. This paragraph limits the liabilities arising under this Agreement or and any SOW Quote, and is a bargained-for and material part of our business relationship with you. You acknowledge and agree that Verticomm Covenant would not enter into any SOW Quote or this Agreement unless Verticomm Covenant could rely on the limitations described in this paragraph. In no event shall either party Party be liable for any indirect, special, exemplary, consequential, or punitive damages, such as lost revenue, loss of profits (except for fees due and owing to VerticommCovenant), savings, or other indirect or contingent event-based economic loss arising out of or in connection with this Agreement, any SOWQuote, or the Services, or for any loss or interruption of data, security breaches, regulatory violations, technology or services, or for any breach hereof or for any damages caused by any delay in furnishing Services under this Agreement or any SOWQuote, even if a party has been advised of the possibility of such damages; however, reasonable attorneys’ fees awarded to a prevailing party (as described below), your indemnification obligations, and any amounts due and payable pursuant to the non-solicitation provision of this Agreement shall not be limited by the foregoing limitation. Except for the foregoing exceptions, a responsible party’s (“Responsible Party’s”) aggregate liability to the other party Party (“Aggrieved Party”) for damages from any and all claims or causes whatsoever, and regardless of the form of any such action(s), that arise from or relate to this Agreement (collectively, “Claims”), whether in contract, tort, indemnification, or negligence, shall be limited solely to the amount of the Aggrieved Party’s actual and direct damages, not to exceed the amount of fees paid by you (excluding hard costs for licenses, hardware, etc.) to Verticomm Covenant for the specific Service upon which the applicable claim(s) is/are based during the three (3) month period immediately prior to the date on which the cause of action accrued. The foregoing limitations shall not apply to the extent that the Claims are caused by a Responsible Party’s willful or intentional misconduct, misconduct or gross negligence. Similarly, a Responsible Party’s liability obligation shall be reduced to the extent that a Claim is caused by, or the result of, the Aggrieved Party’s willful or intentional misconduct, or gross negligence, or to the extent that the Aggrieved Party failed to reasonably mitigate (or attempt to mitigate, as applicable) the Claims.

Liability Limitations. This paragraph limits the liabilities arising under this Agreement or any SOW from the Services and is a bargained-for and material part of our business relationship with you. You acknowledge and agree that Verticomm Framework IT would not provide any Services, or enter into any SOW Quote or this Agreement Agreement, unless Verticomm Framework IT could rely on the limitations described in this paragraph. In no event shall will either party be liable for any indirect, special, exemplary, consequential, or punitive damages, such as lost revenue, loss of profits (except for fees due and owing to VerticommFramework IT), savings, or other indirect or contingent event-event- based economic loss arising out of or in connection with the Services, this Agreement, any SOW, or the Services, or for any loss or interruption of data, technology or servicesQuote, or for any breach hereof or for any damages caused by any delay in furnishing Services under this Agreement or any SOWQuote, even if a party has been advised of the possibility of such damages; however, amounts you owe us under this Agreement, reasonable attorneys’ fees awarded to a prevailing party (as described below), your indemnification obligations, and any amounts due and payable pursuant to the non-solicitation provision of this Agreement shall not be limited by the foregoing limitation. Except for the foregoing exceptions, a responsible party’s (“Responsible Party’s”) aggregate liability to the other party (“Aggrieved Party”) for damages from any and all claims or causes whatsoever, and regardless of the form of any such action(s), that arise from or relate to this Agreement (collectively, “Claims”), whether in contract, tort, indemnification, or negligence, shall be limited solely to the amount of the Aggrieved Party’s actual and direct damages, not to exceed the amount of fees paid by you (excluding hard costs for licenses, hardware, etc.) to Verticomm Framework IT for the specific Service upon which the applicable claim(s) is/are based during the three (3) month period immediately prior to the date on which the cause of action accrued, or $10,000, or the amounts that are actually paid out under a Responsible Party’s insurance policy, whichever is greater. The parties agree that only one of the foregoing remedies may be selected by an Aggrieved Party and once selected, the selected remedy shall be the sole financial remedy available to the Aggrieved Party to the exclusion of all other remedies. The foregoing limitations shall apply even if the remedies listed in this Agreement fail of their essential purpose; however, the limitations shall not apply to the extent that such limitations are prohibited under applicable law, or to the extent that the Claims are caused by a Responsible Party’s willful or intentional misconduct, or gross negligence. Similarly, a Responsible Party’s liability obligation shall be reduced to the extent that a Claim is caused by, or the result of, the Aggrieved Party’s willful or intentional misconduct, or gross negligence, or to the extent that the Aggrieved Party failed to reasonably mitigate (or attempt to mitigate, as applicable) the Claims. Under no circumstances shall Framework IT have any liability for any claims or causes of action arising from or related to Out of Scope Services.

Liability Limitations. This paragraph limits Except for claims arising or resulting from either Party’s breach of its Confidentiality obligations (Clause 9), the liabilities arising total liability of bot h Parties shall be limited to the amount received by ATC from Adopt er pursuant to the Order Form under this Agreement or any SOW and is a bargained-for and material part of our business relationship with you. You acknowledge and agree that Verticomm would not enter into any SOW or this Agreement unless Verticomm could rely on the limitations described in this paragraphreference. In no event shall either ATC, HDMI Agent or HDMI Founder party be liable for any indirectspecial, specialcollateral, incidental, punitive, consequential, exemplary, consequentialincident al or indirect damages including, or punitive damages, such as lost revenuewithout limitation, loss of profits (except for fees due and owing to Verticomm)revenue, savingsprofits, data, or other indirect or contingent event-based economic loss goodwill that Adopter may suffer, directly and indirectly arising out of or in connection with this Agreement, any SOWthe licensed materials, or the Servicesuse of those materials, however caused, and whether or for any loss or interruption of data, technology or services, or for any breach hereof or for any damages caused by any delay in furnishing Services under this Agreement or any SOW, even if a party not such Party has been advised of the possibility of such damages; however. Excluded damages include, reasonable attorneys’ fees awarded to a prevailing party but are not limited to, cost of removal or reinstallation, outside computer time, labour costs, loss of goodwill, loss of profits or business, loss of savings, or loss of use or interruption of business. IN NO EVENT WILL ATC'S LIABILITY TO ADOPTER ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS OF SALE EXCEED THE AMOUNT OF THE PURCHASE PRICE PAID TO ATC BY ADOPTER FOR THE SERVICE THAT GIVES RISE TO THE CLAIM. THIS ALLOCATION OF RISK IS A MATERIAL INDUCEMENT FOR ATC TO ENTER INTO THIS AGREEMENT. IN NO EVENT SHALL ATC, HDMI AGENT, OR HDMI FOUNDERS, OR ADOPTER BE LIABLE TO EACH OTHER OR TO ANY THIRD PARTY FOR ANY PUNITIVE, EXEMPLARY, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE, PROFITS, DATA, OR GOOD W ILL THAT ADOPTER MAY SUFFER, DIRECTLY OR INDIRECTLY, ARISING OUT OF OR IN CONNECTION WITH THE PURCHASE, SALE, USE, PERFORMANCE, OR FAILURE OF THE SERVICES, W HETHER SUCH LIABILITY ARISES UNDER CONTRACT, TORT (as described belowINCLUDING NEGLIGENCE), your indemnification obligationsSTRICT PRODUCT LIABILITY OR OTHERWISE, and any amounts due and payable pursuant to the non-solicitation provision of this Agreement shall not be limited by the foregoing limitation. Except for the foregoing exceptions, a responsible party’s (“Responsible Party’s”) aggregate liability to the other party (“Aggrieved Party”) for damages from any and all claims or causes whatsoever, and regardless of the form of any such action(s), that arise from or relate to this Agreement (collectively, “Claims”), whether in contract, tort, indemnification, or negligence, shall be limited solely to the amount of the Aggrieved Party’s actual and direct damages, not to exceed the amount of fees paid by you (excluding hard costs for licenses, hardware, etcEVEN IF ATC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR IF SUCH DAMAGE COULD HAVE BEEN REASONABLY FORESEEN.) to Verticomm for the specific Service upon which the applicable claim(s) is/are based during the three (3) month period immediately prior to the date on which the cause of action accrued. The foregoing limitations shall not apply to the extent that the Claims are caused by a Responsible Party’s willful or intentional misconduct, or gross negligence. Similarly, a Responsible Party’s liability obligation shall be reduced to the extent that a Claim is caused by, or the result of, the Aggrieved Party’s willful or intentional misconduct, or gross negligence.

Liability Limitations. This paragraph limits the liabilities arising from the Services as well as the liabilities arising under this Agreement or and any SOW Quote, and is a bargained-bargained- for and material part of our business relationship with you. You acknowledge and agree that Verticomm Nextrio would not provide any Services, or enter into any SOW Quote or this Agreement Agreement, unless Verticomm Nextrio could rely on the limitations described in this paragraph. In no event shall either party be liable for any indirect, special, exemplary, consequential, or punitive damages, such as lost revenue, loss of profits (except for fees due and owing to VerticommNextrio), savings, or other indirect or contingent event-based economic loss arising out of or in connection with the Services, this Agreement, any SOW, or the ServicesQuote, or for any loss or interruption of data, technology or services, or for any breach hereof or for any damages caused by any delay in furnishing Services under this Agreement or any SOWQuote, even if a party has been advised of the possibility of such damages; however, reasonable attorneys’ fees awarded to a prevailing party (as described below), your indemnification obligations, and any amounts due and payable pursuant to the non-solicitation provision of this Agreement shall not be limited by the foregoing limitation. Except for the foregoing exceptions, a responsible party’s (“Responsible Party’s”) aggregate liability to the other party (“Aggrieved Party”) for damages from any and all claims or causes whatsoever, and regardless of the form of any such action(s), that arise from or relate to this Agreement (collectively, “Claims”), whether in contract, tort, indemnification, or negligence, shall be limited solely to the amount of the Aggrieved Party’s actual and direct damages, not to exceed the amount of fees paid by you (excluding hard costs for licenses, hardware, etc.) to Verticomm Nextrio for the specific Service upon which the applicable claim(s) is/are based during the three (3) month period immediately prior to the date on which the cause of action accruedaccrued or $5,000, whichever is greater. The foregoing limitations shall apply even if the remedies listed in this Agreement fail of their essential purpose; however, the limitations shall not apply to the extent that the Claims are caused by a Responsible Party’s willful or intentional misconduct, or gross negligence. Similarly, a Responsible Party’s liability obligation shall be reduced to the extent that a Claim is caused by, or the result of, the Aggrieved Party’s willful or intentional misconduct, or gross negligence, or to the extent that the Aggrieved Party failed to reasonably mitigate (or attempt to mitigate, as applicable) the Claims. Under no circumstances shall Nextrio have any liability for any claims or causes of action arising from or related to Out of Scope Services.

Liability Limitations. This paragraph limits the liabilities arising under this Agreement or any SOW and is a bargained-for and material part of our business relationship with youthis Agreement. You acknowledge and agree that Verticomm ITVantix would not enter into any SOW or this Agreement unless Verticomm ITVantix could rely on the limitations described in this paragraph. In no event shall either party be liable for any indirect, special, exemplary, consequential, or punitive damages, such as lost revenue, loss of profits (except for fees due and owing to VerticommITVantix), savings, or other indirect or contingent event-based economic loss arising out of or in connection with this Agreement, any SOW, or the Services, or for any loss or interruption of data, technology or services, or for any breach hereof or for any damages caused by any delay in furnishing Services under this Agreement or any SOW, even if a party has been advised of the possibility of such damages; however, reasonable attorneys’ fees awarded to a prevailing party (as described below), your indemnification obligations, and any amounts due and payable pursuant to the non-solicitation provision of this Agreement ) shall not be limited by the foregoing limitation. Except for the foregoing exceptionsyour payment obligations and your indemnification obligations described in this Agreement, a responsible party’s (“Responsible Party’s”) aggregate liability to the other party (“Aggrieved Party”) for damages from any and all claims or causes whatsoever, and regardless of the form of any such action(s), that arise from or relate to this Agreement (collectively, “Claims”), whether in contract, tort, indemnification, or negligence, shall be limited solely to the amount of the Aggrieved Party’s actual and direct damages, not to exceed the amount of fees paid by you (excluding hard costs for licenses, hardware, etc.) to Verticomm ITVantix for the specific Service upon which the applicable claim(s) is/are based during the three six (36) month period immediately prior to the date on which the cause of action accrued. The foregoing limitations shall not apply to the extent that the Claims are caused by a Responsible Party’s willful or intentional misconduct, or gross negligence. Similarly, a Responsible Party’s liability obligation shall be reduced to the extent that a Claim is caused by, or the result of, the Aggrieved Party’s willful or intentional misconduct, or gross negligence.

Liability Limitations. This paragraph limits the liabilities arising under this Agreement or any SOW and is a bargained-for and material part of our business relationship with you. You acknowledge and agree that Verticomm would not enter into any SOW or this Agreement unless Verticomm could rely on the limitations described in this paragraph. In no event shall either party Coalesce be liable to the End User or any third party for any indirect, special, exemplaryincidental, consequentialpunitive, or punitive damagesconsequential loss or damage or for any loss of or damage to data, such as lost revenueex gratia payments, loss of profits profit, loss of contract or loss of other economic advantage (except for fees due and owing to Verticomm), savings, in each case whether direct or other indirect or contingent event-based economic loss indirect) howsoever arising out of or in connection with this Agreement, Agreement or any SOWcollateral contract, or the Servicesproduction, sale, supply or for use (by Coalesce, the End User or any loss third party) of the Product(s) or interruption of data, technology or services, or for any breach hereof or for any damages caused by any delay in furnishing Support Services provided under this Agreement or any SOWAgreement, even if a that party has previously been advised of the possibility of such damages; howeverthe same and whether foreseeable or not. These limitations shall apply notwithstanding any failure of essential purpose of any limited remedy. No Warranty: THE END-USER ACKNOWLEDGES AND AGREES THAT THE COALESCE VMIS ARE PROVIDED "AS IS". COALESCE DISCLAIMS ANY AND ALL WARRANTIES, reasonable attorneys’ fees awarded to a prevailing party INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND STATUTORY WARRANTIES OF NON-INFRINGEMENT TO THE FULLEST EXTENT PERMITTED BY LAW. COALESCE IN NO WAY WHATSOEVER GUARANTEES THAT USE OF ANY PRODUCT ASSURES COMPLIANCE WITH REGULATORY GUIDELINES SUCH AS, BUT NOT LIMITED TO: HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT (as described belowHIPAA), your indemnification obligations, and any amounts due and payable pursuant to the non-solicitation provision of this Agreement shall not be limited by the foregoing limitation. Except for the foregoing exceptions, a responsible party’s PAYMENT CARD INDUSTRY (“Responsible Party’s”PCI) aggregate liability to the other party DATA SECURITY STANDARD (“Aggrieved Party”) for damages from any and all claims or causes whatsoever, and regardless of the form of any such action(sDSS), that arise from or relate to this Agreement U.S. DEPARTMENT OF DEFENSE (collectively, “Claims”DOD) DEFENSE INFORMATION SYSTEMS AGENCY (DISA) SECURITY TECHNICAL IMPLEMENTATION GUIDES (STIGS), whether in contract, tort, indemnification, or negligence, shall be limited solely to the amount of the Aggrieved Party’s actual and direct damages, not to exceed the amount of fees paid by you (excluding hard costs for licenses, hardware, etc.) to Verticomm for the specific Service upon which the applicable claim(s) is/are based during the three (3) month period immediately prior to the date on which the cause of action accrued. The foregoing limitations shall not apply to the extent that the Claims are caused by a Responsible Party’s willful or intentional misconduct, or gross negligence. Similarly, a Responsible Party’s liability obligation shall be reduced to the extent that a Claim is caused by, or the result of, the Aggrieved Party’s willful or intentional misconduct, or gross negligence.

Liability Limitations. This paragraph limits the liabilities arising under this Agreement or any SOW and is a bargained-for and material part of our business relationship with youthis Agreement. You acknowledge and agree that Verticomm Premier would not enter into any SOW or this Agreement unless Verticomm Premier could rely on the limitations described in this paragraph. In no event shall either party be liable for any indirect, special, exemplary, consequential, or punitive damages, such as lost revenue, loss of profits (except for fees due and owing to VerticommPremier), savings, or other indirect or contingent event-based economic loss arising out of or in connection with this Agreement, any SOW, or the Services, or for any loss or interruption of data, technology or services, or for any breach hereof or for any damages caused by any delay in furnishing Services under this Agreement or any SOW, even if a party has been advised of the possibility of such damages; however, reasonable attorneys’ fees awarded to a prevailing party (as described below), your indemnification obligations, and any amounts due and payable pursuant to the non-solicitation provision of this Agreement ) shall not be limited by the foregoing limitation. Except for the foregoing exceptionsyour payment obligations and your indemnification obligations described in this Agreement, a responsible party’s (“Responsible Party’s”) aggregate liability to the other party (“Aggrieved Party”) for damages from any and all claims or causes whatsoever, and regardless of the form of any such action(s), that arise from or relate to this Agreement (collectively, “Claims”), whether in contract, tort, indemnification, or negligence, shall be limited solely to the amount of the Aggrieved Party’s actual and direct damages, not to exceed the amount of fees paid by you (excluding hard costs for licenses, hardware, etc.) to Verticomm Premier for the specific Service upon which the applicable claim(s) is/are based during the three six (36) month period immediately prior to the date on which the cause of action accrued. The foregoing limitations shall not apply to the extent that the Claims are caused by a Responsible Party’s willful or intentional misconduct, or gross negligence. Similarly, a Responsible Party’s liability obligation shall be reduced to the extent that a Claim is caused by, or the result of, the Aggrieved Party’s willful or intentional misconduct, or gross negligence.

Liability Limitations. This paragraph limits the liabilities arising under this Agreement or any Quote, SOW or Addendum and is a bargained-for and material part of our business relationship with youthis Agreement. You acknowledge and agree that Verticomm Wincourse would not enter into any SOW Quote, SOW, or Addendum (or this Agreement Agreement) unless Verticomm Wincourse could rely on the limitations described in this paragraph. In no event shall either party be liable for any indirect, special, exemplary, consequential, or punitive damages, such as lost revenue, loss of profits (except for fees due and owing to VerticommWincourse), savings, or other indirect or contingent event-based economic loss arising out of or in connection with this Agreement, any Quote or SOW, or the Services, or for any loss or interruption of data, technology or services, or for any breach hereof or for any damages caused by any delay in furnishing Services under this Agreement or any Quote or SOW, even if a party has been advised of the possibility of such damages; however, reasonable attorneys’ fees awarded to a prevailing party (as described below), your indemnification obligations, and any amounts due and payable pursuant to the non-solicitation provision of this Agreement ) shall not be limited by the foregoing limitation. Except for the foregoing exceptionsyour payment obligations and your indemnification obligations described in this Agreement, a responsible party’s (“Responsible Party’s”) aggregate liability to the other party (“Aggrieved Party”) for damages from any and all claims or causes whatsoever, and regardless of the form of any such action(s), that arise from or relate to this Agreement (collectively, “Claims”), whether in contract, tort, indemnification, or regular or gross negligence, shall be limited solely to the amount of the Aggrieved Party’s actual and direct damages, not to exceed the amount of fees paid by you (excluding hard costs for licenses, hardware, etc.) to Verticomm Wincourse for the specific Service upon which the applicable claim(s) is/are based during the three one (31) month period immediately prior to the date on which the cause of action accrued. The foregoing limitations shall not apply to the extent that the Claims are caused by a Responsible Party’s willful or intentional misconduct, or gross negligence. Similarly, a Responsible Party’s liability obligation shall be reduced to the extent that a Claim is caused by, or the result of, the Aggrieved Party’s willful or intentional misconduct, or gross negligence.

Liability Limitations. This paragraph limits the liabilities arising under this Agreement or any SOW from the Services and is a bargained-for and material part of our business relationship with you. You acknowledge and agree that Verticomm SkySail would not provide any Services, or enter into any SOW Quote or this Agreement Agreement, unless Verticomm SkySail could rely on the limitations described in this paragraph. In no event shall will either party be liable for any indirect, special, exemplary, consequential, or punitive damages, such as lost revenue, loss of profits (except for fees due and owing to VerticommSkySail), savings, or other indirect or contingent event-based economic loss arising out of or in connection with the Services, this Agreement, any SOW, or the Services, or for any loss or interruption of data, technology or servicesQuote, or for any breach hereof or for any damages caused by any delay in furnishing Services under this Agreement or any SOWQuote, even if a party has been advised of the possibility of such damages; however, reasonable attorneys’ fees awarded to a prevailing party (as described below), your indemnification obligations, and any amounts due and payable pursuant to the non-solicitation provision of this Agreement shall not be limited by the foregoing limitation. Except for the foregoing exceptions, a responsible party’s (“Responsible Party’s”) aggregate liability to the other party (“Aggrieved Party”) for damages from any and all claims or causes whatsoever, and regardless of the form of any such action(s), that arise from or relate to this Agreement (collectively, “Claims”), whether in contract, tort, indemnification, or negligence, shall be limited solely to the amount of the Aggrieved Party’s actual and direct damages, not to exceed the amount of fees paid by you (excluding hard costs for licenses, hardware, etc.) to Verticomm SkySail for the specific Service upon which the applicable claim(s) is/are based during the three (3) month period immediately prior to the date on which the cause of action accruedaccrued or $10,000, whichever is greater. The foregoing limitations shall apply even if the remedies listed in this Agreement fail of their essential purpose; however, the limitations shall not apply to the extent that the Claims are caused by a Responsible Party’s willful or intentional misconduct, or gross negligence. Similarly, a Responsible Party’s liability obligation shall be reduced to the extent that a Claim is caused by, or the result of, the Aggrieved Party’s willful or intentional misconduct, or gross negligence, or to the extent that the Aggrieved Party failed to reasonably mitigate (or attempt to mitigate, as applicable) the Claims. Under no circumstances shall SkySail have any liability for any claims or causes of action arising from or related to Out of Scope Services.

Liability Limitations. This paragraph limits the liabilities arising under this Agreement or any SOW and is a bargained-for and material part of our business relationship with you. You acknowledge and agree that Verticomm SunPoint would not enter into any SOW or this Agreement unless Verticomm SunPoint could rely on the limitations described in this paragraph. In no event shall either party be liable for any indirect, special, exemplary, consequential, or punitive damages, such as lost revenue, loss of profits (except for fees due and owing to VerticommSunPoint), savings, or other indirect or contingent event-based economic loss arising out of or in connection with this Agreement, any SOW, or the Services, or for any loss or interruption of data, technology or services, or for any breach hereof or for any damages caused by any delay in furnishing Services under this Agreement or any SOW, even if a party has been advised of the possibility of such damages; however, (i) reasonable attorneys’ fees awarded to a prevailing party (as described below), (ii) your indemnification obligations, and (iii) any amounts due and payable pursuant to the non-solicitation provision of this Agreement shall not be limited by the foregoing limitation. Except for the foregoing enumerated exceptions, a responsible party’s (“Responsible Party’s”) aggregate liability to the other party (“Aggrieved Party”) for damages from any and all claims or causes whatsoever, and regardless of the form of any such action(s), that arise from or relate to this Agreement (collectively, “Claims”), whether in contract, tort, indemnification, or negligence, shall be limited solely to the amount of the Aggrieved Party’s actual and direct damages, not to exceed the amount of fees paid by you (excluding hard costs for licenses, hardware, etc.) to Verticomm SunPoint for the specific Service upon which the applicable claim(s) is/are based during the three (3) month period immediately prior to the date on which the cause of action accrued. The foregoing limitations shall not apply to the extent that the Claims are caused by a Responsible Party’s willful or intentional misconduct, or gross negligence. Similarly, a Responsible Party’s liability obligation shall be reduced to the extent that a Claim is caused by, or the result of, the Aggrieved Party’s willful or intentional misconduct, or gross negligence.

Liability Limitations. This paragraph limits the liabilities arising under this Agreement or any SOW and is a bargained-for and a material part of our business relationship with youthis Agreement. You acknowledge and agree that Verticomm Xxxxxx would not enter into any SOW or this Agreement unless Verticomm it could rely on the limitations described in this paragraph. In no event shall either party be liable for any indirect, special, exemplary, consequential, or punitive damages, such as lost revenue, loss of profits (except for fees due and owing to VerticommCalian), savings, or other indirect or contingent event-based economic loss arising out of or in connection with this Agreement, any SOW, or the Services, or for any loss or interruption of data, technology or services, any loss or for damages related to any cyber, data, security or network breach hereof of any kind, or for any damages caused by any delay in furnishing Services under this Agreement or any SOW, even if a party has been advised of the possibility of such damages; however, reasonable attorneys’ fees awarded to a prevailing party (as described below), your indemnification obligations, and any amounts due and payable pursuant to the non-solicitation provision of this Agreement ) shall not be limited by the foregoing limitation. Except for the foregoing exceptionsparties’ confidentiality obligations, your payment obligations and your indemnification obligations described in this Agreement, a responsible party’s (“Responsible Party’s”) aggregate liability to the other party (“Aggrieved Party”) for damages from any and all claims or causes whatsoever, and regardless of the form of any such action(s), that arise from or relate to this Agreement (collectively, “Claims”), whether in contract, tort, indemnification, or negligencenegligence and otherwise, shall be limited solely to the amount of the Aggrieved Party’s actual and direct damages, not to exceed the amount of fees total amounts paid and amounts accrued but not yet paid by you (excluding hard costs for licenses, hardware, etc.) to Verticomm Calian for the specific Service under the applicable SOW upon which the applicable claim(sClaim(s) is/are based during the three six (36) month period immediately prior to the date on which the cause of action accrued. The foregoing limitations shall not apply event occurred giving rise to the extent that Claim(s). Notwithstanding the Claims are caused by a Responsible Party’s willful or intentional misconductforegoing, or gross negligence. Similarly, a Responsible nothing in this Agreement shall limit either Party’s liability obligation shall be reduced to the extent that a Claim is caused by, for property damage or the result of, the Aggrieved Party’s willful or intentional misconduct, or gross negligencepersonal injury (including death).

Liability Limitations. This paragraph limits the liabilities arising under this Agreement or any SOW from the Services and is a bargained-for and material part of our business relationship with you. You acknowledge and agree that Verticomm Alpha One would not provide any Services, or enter into any SOW Quote or this Agreement Agreement, unless Verticomm Alpha One could rely on the limitations described in this paragraph. In no event shall will either party be liable for any indirect, special, exemplary, consequential, or punitive damages, such as lost revenue, loss of profits (except for fees due and owing to VerticommAlpha One), savings, or other indirect or contingent event-based economic loss arising out of or in connection with the Services, this Agreement, any SOW, or the Services, or for any loss or interruption of data, technology or servicesQuote, or for any breach hereof or for any damages caused by any delay in furnishing Services under this Agreement or any SOWQuote, even if a party has been advised of the possibility of such damages; however, reasonable attorneys’ fees awarded to a prevailing party (as described below), your indemnification obligations, and any amounts due and payable pursuant to the non-solicitation provision of this Agreement shall not be limited by the foregoing limitation. Except for the foregoing exceptions, a responsible party’s (“Responsible Party’s”) aggregate liability to the other party (“Aggrieved Party”) for damages from any and all claims or causes whatsoever, and regardless of the form of any such action(s), that arise from or relate to this Agreement (collectively, “Claims”), whether in contract, tort, indemnification, or negligence, shall be limited solely to the amount of the Aggrieved Party’s actual and direct damages, not to exceed the amount of fees paid by you (excluding hard costs for licenses, hardware, etc.) to Verticomm Alpha One for the specific Service upon which the applicable claim(s) is/are based during the three (3) month period immediately prior to the date on which the cause of action accrued, or $10,000, or the amounts that are actually paid out under a Responsible Party’s insurance policy, whichever is greater. The foregoing limitations shall apply even if the remedies listed in this Agreement fail of their essential purpose; however, the limitations shall not apply to the extent that such limitations are prohibited under applicable law, or to the extent that the Claims are caused by a Responsible Party’s willful or intentional misconduct, or gross negligence. Similarly, a Responsible Party’s liability obligation shall be reduced to the extent that a Claim is caused by, or the result of, the Aggrieved Party’s willful or intentional misconduct, or gross negligence, or to the extent that the Aggrieved Party failed to reasonably mitigate (or attempt to mitigate, as applicable) the Claims. Under no circumstances shall Alpha One have any liability for any claims or causes of action arising from or related to Out of Scope Services.

Liability Limitations. This paragraph limits the liabilities arising under this Agreement or any SOW from the Services and is a bargained-for and material part of our business relationship with you. You acknowledge and agree that Verticomm ComTech would not provide any Services, or enter into any SOW Quote or this Agreement Agreement, unless Verticomm ComTech could rely on the limitations described in this paragraph. In no event shall will either party be liable for any indirect, special, exemplary, consequential, or punitive damages, such as lost revenue, loss of profits (except for fees due and owing to VerticommComTech), savings, or other indirect or contingent event-based economic loss arising out of or in connection with the Services, this Agreement, any SOW, or the Services, or for any loss or interruption of data, technology or servicesQuote, or for any breach hereof or for any damages caused by any delay in furnishing Services under this Agreement or any SOWQuote, even if a party has been advised of the possibility of such damages; however, amounts you owe to us under this Agreement, reasonable attorneys’ fees awarded to a prevailing party (as described below), your indemnification obligations, and any amounts due and payable pursuant to the non-solicitation provision of this Agreement shall not be limited by the foregoing limitation. Except for the foregoing exceptions, a responsible party’s (“Responsible Party’s”) aggregate liability to the other party (“Aggrieved Party”) for damages from any and all claims or causes whatsoever, and regardless of the form of any such action(s), that arise from or relate to this Agreement (collectively, “Claims”), whether in contract, tort, indemnification, or negligence, shall be limited solely to the amount of the Aggrieved Party’s actual and direct damages, not to exceed the amount of fees paid by you (excluding hard costs for licenses, hardware, etc.) to Verticomm ComTech for the specific Service upon which the applicable claim(s) is/are based during the three six (36) month period immediately prior to the date on which the cause of action accrued, or $10,000, or the amounts that are actually paid out under a Responsible Party’s insurance policy, whichever is greater. The parties agree that only one of the foregoing remedies may be selected by an Aggrieved Party and once selected, the selected remedy shall be the sole remedy available to the Aggrieved Party to the exclusion of all other remedies. The foregoing limitations shall apply even if the remedies listed in this Agreement fail of their essential purpose; however, the limitations shall not apply to the extent that such limitations are prohibited under applicable law, or to the extent that the Claims are caused by a Responsible Party’s willful or intentional misconduct, or gross negligence. Similarly, a Responsible Party’s liability obligation shall be reduced to the extent that a Claim is caused by, or the result of, the Aggrieved Party’s willful or intentional misconduct, or gross negligence, or to the extent that the Aggrieved Party failed to reasonably mitigate (or attempt to mitigate, as applicable) the Claims. Under no circumstances shall ComTech have any liability for any claims or causes of action arising from or related to Out of Scope Services.

Liability Limitations. This paragraph limits the liabilities arising under this Agreement or any SOW from the Services and is a bargained-for and material part of our business relationship with you. You acknowledge and agree that Verticomm Coastal would not provide any Services, or enter into any SOW Quote or this Agreement Agreement, unless Verticomm Coastal could rely on the limitations described in this paragraph. In no event shall will either party be liable for any indirect, special, exemplary, consequential, or punitive damages, such as lost revenue, loss of profits (except for fees due and owing to VerticommCoastal), savings, or other indirect or contingent event-based economic loss arising out of or in connection with the Services, this Agreement, any SOW, or the Services, or for any loss or interruption of data, technology or servicesQuote, or for any breach hereof or for any damages caused by any delay in furnishing Services under this Agreement or any SOWQuote, even if a party has been advised of the possibility of such damages; however, reasonable attorneys’ fees awarded to a prevailing party (as described below), your indemnification obligations, and any amounts due and payable pursuant to the non-solicitation provision of this Agreement shall not be limited by the foregoing limitation. Except for the foregoing exceptions, a responsible party’s (“Responsible Party’s”) aggregate liability to the other party (“Aggrieved Party”) for damages from any and all claims or causes whatsoever, and regardless of the form of any such action(s), that arise from or relate to this Agreement (collectively, “Claims”), whether in contract, tort, indemnification, or negligence, shall be limited solely to the amount of the Aggrieved Party’s actual and direct damages, not to exceed the amount of fees paid by you (excluding hard costs for licenses, hardware, etc.) to Verticomm Coastal for the specific Service upon which the applicable claim(s) is/are based during the three (3) month period immediately prior to the date on which the cause of action accruedaccrued or $10,000, whichever is greater. The foregoing limitations shall apply even if the remedies listed in this Agreement fail of their essential purpose; however, the limitations shall not apply to the extent that the Claims are caused by a Responsible Party’s willful or intentional misconduct, or gross negligence. Similarly, a Responsible Party’s liability obligation shall be reduced to the extent that a Claim is caused by, or the result of, the Aggrieved Party’s willful or intentional misconduct, or gross negligence, or to the extent that the Aggrieved Party failed to reasonably mitigate (or attempt to mitigate, as applicable) the Claims. Under no circumstances shall Coastal have any liability for any claims or causes of action arising from or related to Out of Scope Services.

Liability Limitations. This paragraph limits the liabilities arising under this Agreement or any SOW and is a bargained-for and material part of our business relationship with you. You acknowledge and agree that Verticomm IT Radix would not enter into any SOW or this Agreement unless Verticomm IT Radix could rely on the limitations described in this paragraph. In no event shall either party be liable for any indirect, special, exemplary, consequential, or punitive damages, such as lost revenue, loss of profits (except for fees due and owing to VerticommIT Radix), savings, or other indirect or contingent event-based economic loss arising out of or in connection with this Agreement, any SOW, or the Services, or for any loss or interruption of data, technology or services, or for any breach hereof or for any damages caused by any delay in furnishing Services under this Agreement or any SOW, even if a party has been advised of the possibility of such damages; however, reasonable attorneys’ fees awarded to a prevailing party (as described below), your indemnification obligations, and any amounts due and payable pursuant to the non-solicitation provision of this Agreement shall not be limited by the foregoing limitation. Except for the foregoing exceptions, a responsible party’s (“Responsible Party’s”) aggregate liability to the other party (“Aggrieved Party”) for damages from any and all claims or causes whatsoever, and regardless of the form of any such action(s), that arise from or relate to this Agreement (collectively, “Claims”), whether in contract, tort, indemnification, or negligence, shall be limited solely to the amount of the Aggrieved Party’s actual and direct damages, not to exceed the amount of fees paid by you (excluding hard costs for licenses, hardware, etc.) to Verticomm IT Radix for the specific Service upon which the applicable claim(s) is/are based during the three (3) month period immediately prior to the date on which the cause of action accrued. The foregoing limitations shall not apply to the extent that the Claims are caused by a Responsible Party’s willful or intentional misconduct, or gross negligence. Similarly, a Responsible Party’s liability obligation shall be reduced to the extent that a Claim is caused by, or the result of, the Aggrieved Party’s willful or intentional misconduct, or gross negligence, or to the extent that the Aggrieved Party failed to reasonably mitigate (or attempt to mitigate, as applicable) the Claims.

Liability Limitations. This paragraph limits the liabilities arising under this Agreement or any SOW from the Services and is a bargained-for and material part of our business relationship with you. You acknowledge and agree that Verticomm Spectrumwise would not provide any Services, or enter into any SOW Quote or this Agreement Agreement, unless Verticomm Spectrumwise could rely on the limitations described in this paragraph. In no event shall will either party be liable for any indirect, special, exemplary, consequential, or punitive damages, such as lost revenue, loss of profits (except for fees due and owing to VerticommSpectrumwise), savings, or other indirect or contingent event-based economic loss arising out of or in connection with the Services, this Agreement, any SOW, or the Services, or for any loss or interruption of data, technology or servicesQuote, or for any breach hereof or for any damages caused by any delay in furnishing Services under this Agreement or any SOWQuote, even if a party has been advised of the possibility of such damages; however, reasonable attorneys’ fees awarded to a prevailing party (as described below), your indemnification obligations, and any amounts due and payable pursuant to the non-solicitation provision of this Agreement shall not be limited by the foregoing limitation. Except for the foregoing exceptions, a responsible party’s (“Responsible Party’s”) aggregate liability to the other party (“Aggrieved Party”) for damages from any and all claims or causes whatsoever, and regardless of the form of any such action(s), that arise from or relate to this Agreement (collectively, “Claims”), whether in contract, tort, indemnification, or negligence, shall be limited solely to the amount of the Aggrieved Party’s actual and direct damages, not to exceed the amount of fees paid by you (excluding hard costs for licenses, hardware, etc.) to Verticomm Spectrumwise for the specific Service upon which the applicable claim(s) is/are based during the three (3) month period immediately prior to the date on which the cause of action accruedaccrued or $10,000, whichever is greater. The foregoing limitations shall apply even if the remedies listed in this Agreement fail of their essential purpose; however, the limitations shall not apply to the extent that the Claims are caused by a Responsible Party’s willful or intentional misconduct, or gross negligence. Similarly, a Responsible Party’s liability obligation shall be reduced to the extent that a Claim is caused by, or the result of, the Aggrieved Party’s willful or intentional misconduct, or gross negligence, or to the extent that the Aggrieved Party failed to reasonably mitigate (or attempt to mitigate, as applicable) the Claims. Under no circumstances shall Spectrumwise have any liability for any claims or causes of action arising from or related to Out of Scope Services.

Liability Limitations. This paragraph limits the liabilities arising under this Agreement or any SOW and is a bargained-bargained for and material part of our business relationship with youthis Agreement. You acknowledge and agree that Verticomm Super Techs Onsite would not enter into any SOW or this Agreement unless Verticomm it could rely on the limitations described in this paragraph. In no event shall either party be liable for any indirect, special, exemplary, consequential, or punitive damages, such as lost revenue, loss of profits (except for fees due and owing to VerticommSuper Techs Onsite ), savings, or other indirect or contingent event-based economic loss arising out of or in connection with this Agreement, any SOW, or the Services, or for any loss or interruption of data, technology or services, or for any breach hereof or for any damages caused by any delay in furnishing Services under this Agreement or any SOW, even if a party has been advised of the possibility of such damages; however, reasonable attorneys’ fees awarded to a prevailing party (as described below), your indemnification obligations, and any amounts due and payable pursuant to the non-solicitation provision of this Agreement ) shall not be limited by the foregoing limitation. Except for the foregoing exceptionsyour payment obligations and your indemnification obligations described in this Agreement, a responsible party’s (“Responsible Party’s”) aggregate liability to the other party (“Aggrieved Party”) for damages from any and all claims or causes whatsoever, and regardless of the form of any such action(s), that arise from or relate to this Agreement (collectively, “Claims”), whether in contract, tort, indemnification, or negligence, shall be limited solely to the amount of the Aggrieved Party’s actual and direct damages, not to exceed the amount of fees paid by you (excluding hard costs for licenses, hardware, etc.) to Verticomm Super Techs Onsite for the specific Service upon which the applicable claim(s) is/are based during the three six (36) month period immediately prior to the date on which the cause of action accrued. The foregoing limitations shall not apply to the extent that the Claims are caused by a Responsible Party’s willful or intentional misconduct, or gross negligence. Similarly, a Responsible Party’s liability obligation shall be reduced to the extent that a Claim is caused by, or the result of, the Aggrieved Party’s willful or intentional misconduct, or gross negligence.

Liability Limitations. This paragraph limits (a) If promptly notified in writing of any action brought against Customer based on a claim that OPENDATASOFT Services infringe a United States patent, copyright or trademark right of a third party (except to the liabilities arising under this Agreement extent such claim or infringement relates to any third party software incorporated into OPENDATASOFT applications), OPENDATASOFT will defend such action at its expense and will pay any and all fees, costs or damages that may be finally awarded in such action or any SOW settlement resulting from such action (provided that Customer shall permit OPENDATASOFT to control the defense of such action and is a bargained-for shall not make any compromise, admission of liability or settlement or take any other action impairing the defense of such claim without OPENDATASOFT prior written approval). (b) Customer acknowledges and material part of our business relationship with you. You acknowledge and agree agrees: (i) that Verticomm would not enter into any SOW or this Agreement unless Verticomm could rely on the limitations described in this paragraph. In OPENDATASOFT has no event shall either party be liable for any indirectproprietary, special, exemplary, consequential, or punitive damages, such as lost revenue, loss of profits (except for fees due and owing to Verticomm), savingsfinancial, or other indirect interest in the goods or contingent event-based economic loss arising out services that may be described in or offered through Customer’s web site; and (ii) that except with respect to any material supplied by OPENDATASOFT, Customer is solely responsible (as between OPENDATASOFT and Customer) for the content, quality, performance, and all other aspects of the goods or services and the information or other content contained in connection with this Agreementor provided through Customer’s web site. (c) OTHER THAN THOSE WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, any SOWOPENDATASOFT DOES NOT MAKE ANY WARRANTIES TO CUSTOMER OR ANY OTHER PERSON OR ENTITY, or the ServicesEITHER EXPRESS OR IMPLIED (INCLUDING, or for any loss or interruption of dataWITHOUT LIMITATION, technology or servicesANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) WITH RESPECT TO THE SERVICES PROVIDED HEREUNDER. OPENDATASOFT SHALL NOT BE LIABLE TO CUSTOMER OR TO ANY OTHER PERSON OR ENTITY, or for any breach hereof or for any damages caused by any delay in furnishing Services under this Agreement UNDER ANY CIRCUMSTANCE OR DUE TO ANY EVENT WHATSOEVER, FOR CONSEQUENTIAL OR INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFIT, LOSS OF USE OR BUSINESS STOPPAGE. (d) Under no circumstances shall OPENDATASOFT total liability to Customer or any SOWother person, even if a party has been advised of the possibility of such damages; however, reasonable attorneys’ fees awarded to a prevailing party (as described below), your indemnification obligations, and any amounts due and payable pursuant to the non-solicitation provision of this Agreement shall not be limited by the foregoing limitation. Except for the foregoing exceptions, a responsible party’s (“Responsible Party’s”) aggregate liability to the other party (“Aggrieved Party”) for damages from any and all claims or causes whatsoever, and regardless of the nature of the claim or form of any such action(s), that arise from or relate to this Agreement action (collectively, “Claims”), whether arising in contract, tort, indemnificationstrict liability or otherwise), or negligence, shall be limited solely to the amount of the Aggrieved Party’s actual and direct damages, not to exceed the aggregate amount of fees paid and revenue received by you (excluding hard costs for licenses, hardware, etc.) to Verticomm OPENDATASOFT hereunder for the specific Service upon which the applicable claim(s) is/are based during the three prior twelve (312) month period immediately prior to period; provided, however that the date on which the cause of action accrued. The foregoing limitations set forth in this Section 8(d) shall not apply to the extent that the Claims are caused by a Responsible Party’s willful actions brought under 8(a) above or intentional to any injury to persons or damages to property arising out of OPENDATASOFT gross negligence or willful, gross misconduct, or gross negligence. Similarly, a Responsible Party’s liability obligation shall be reduced to the extent that a Claim is caused by, or the result of, the Aggrieved Party’s willful or intentional misconduct, or gross negligence.

Liability Limitations. This paragraph limits the liabilities arising under this Agreement or and any SOW SOW, and is a bargained-for and material part of our business relationship with you. You acknowledge and agree that Verticomm Cutting Edge would not enter into any SOW or this Agreement unless Verticomm Cutting Edge could rely on the limitations described in this paragraph. In no event shall either party be liable for any indirect, special, exemplary, consequential, or punitive damages, such as lost revenue, loss of profits (except for fees due and owing to VerticommCutting Edge), savings, or other indirect or contingent event-based economic loss arising out of or in connection with this Agreement, any SOW, or the Services, or for any loss or interruption of data, technology or services, or for any breach hereof or for any damages caused by any delay in furnishing Services under this Agreement or any SOW, even if a party has been advised of the possibility of such damages; however, reasonable attorneys’ fees awarded to a prevailing party (as described below), your indemnification obligations, and any amounts due and payable pursuant to the non-solicitation provision of this Agreement shall not be limited by the foregoing limitation. Except for the foregoing exceptions, a responsible party’s (“Responsible Party’s”) aggregate liability to the other party (“Aggrieved Party”) for damages from any and all claims or causes whatsoever, and regardless of the form of any such action(s), that arise from or relate to this Agreement (collectively, “Claims”), whether in contract, tort, indemnification, or negligence, shall be limited solely to the amount of the Aggrieved Party’s actual and direct damages, not to exceed the amount of fees paid by you (excluding hard costs for licenses, hardware, etc.) to Verticomm Cutting Edge for the specific Service upon which the applicable claim(s) is/are based during the three (3) month period immediately prior to the date on which the cause of action accrued. The foregoing limitations shall not apply to the extent that the Claims are caused by a Responsible Party’s willful or intentional misconduct, or gross negligence. Similarly, a Responsible Party’s liability obligation shall be reduced to the extent that a Claim is caused by, or the result of, the Aggrieved Party’s willful or intentional misconduct, or gross negligence, or to the extent that the Aggrieved Party failed to reasonably mitigate (or attempt to mitigate, as applicable) the Claims.

Liability Limitations. This paragraph limits the liabilities arising under this Agreement or any SOW from the Services and is a bargained-for and material part of our business relationship with you. You acknowledge and agree that Verticomm TTG would not provide any Services, or enter into any SOW Quote or this Agreement Agreement, unless Verticomm TTG could rely on the limitations described in this paragraph. In no event shall will either party be liable for any indirect, special, exemplary, consequential, or punitive damages, such as lost revenue, loss of profits (except for fees due and owing to VerticommTTG), savings, or other indirect or contingent event-based economic loss arising out of or in connection with the Services, this Agreement, any SOW, or the Services, or for any loss or interruption of data, technology or servicesQuote, or for any breach hereof or for any damages caused by any delay in furnishing Services under this Agreement or any SOWQuote, even if a party has been advised of the possibility of such damages; however, reasonable attorneys’ fees awarded to a prevailing party (as described below), your indemnification obligations, and any amounts due and payable pursuant to the non-solicitation provision of this Agreement shall not be limited by the foregoing limitation. Except for the foregoing exceptions, a responsible party’s (“Responsible Party’s”) aggregate liability to the other party (“Aggrieved Party”) for damages from any and all claims or causes whatsoever, and regardless of the form of any such action(s), that arise from or relate to this Agreement (collectively, “Claims”), whether in contract, tort, indemnification, or negligence, shall be limited solely to the amount of the Aggrieved Party’s actual and direct damages, not to exceed the amount of fees paid by you (excluding hard costs for licenses, hardware, etc.) to Verticomm TTG for the specific Service upon which the applicable claim(s) is/are based during the three (3) month period immediately prior to the date on which the cause of action accrued, or $10,000, or the amounts that are actually paid out under a Responsible Party’s insurance policy, whichever is greater. The foregoing limitations shall apply even if the remedies listed in this Agreement fail of their essential purpose; however, the limitations shall not apply to the extent that such limitations are prohibited under applicable law, or to the extent that the Claims are caused by a Responsible Party’s willful or intentional misconduct, or gross negligence. Similarly, a Responsible Party’s liability obligation shall be reduced to the extent that a Claim is caused by, or the result of, the Aggrieved Party’s willful or intentional misconduct, or gross negligence, or to the extent that the Aggrieved Party failed to reasonably mitigate (or attempt to mitigate, as applicable) the Claims. Under no circumstances shall TTG have any liability for any claims or causes of action arising from or related to Out of Scope Services.

Liability Limitations. This paragraph limits the liabilities arising from the Services as well as the liabilities arising under this Agreement or and any SOW Quote, and is a bargained-for and material part of our business relationship with you. You acknowledge and agree that Verticomm ClearFuze would not provide any Services, or enter into any SOW Quote or this Agreement Agreement, unless Verticomm ClearFuze could rely on the limitations described in this paragraph. In no event shall either party be liable for any indirect, special, exemplary, consequential, or punitive damages, such as lost revenue, loss of profits (except for fees due and owing to VerticommClearFuze), savings, or other indirect or contingent event-based economic loss arising out of or in connection with the Services, this Agreement, any SOW, or the ServicesQuote, or for any loss or interruption of data, technology or services, or for any breach hereof or for any damages caused by any delay in furnishing Services under this Agreement or any SOWQuote, even if a party has been advised of the possibility of such damages; however, reasonable attorneys’ fees awarded to a prevailing party (as described below), your indemnification obligations, and any amounts due and payable pursuant to the non-solicitation provision of this Agreement shall not be limited by the foregoing limitation. Except for the foregoing exceptions, a responsible party’s (“Responsible Party’s”) aggregate liability to the other party (“Aggrieved Party”) for damages from any and all claims or causes whatsoever, and regardless of the form of any such action(s), that arise from or relate to this Agreement (collectively, “Claims”), whether in contract, tort, indemnification, or negligence, shall be limited solely to the amount of the Aggrieved Party’s actual and direct damages, not to exceed the amount of fees paid by you (excluding hard costs for licenses, hardware, etc.) to Verticomm ClearFuze for the specific Service upon which the applicable claim(s) is/are based during the three (3) month period immediately prior to the date on which the cause of action accruedaccrued or $5,000, whichever is greater. The foregoing limitations shall apply even if the remedies listed in this Agreement fail of their essential purpose; however, the limitations shall not apply to the extent that the Claims are caused by a Responsible Party’s willful or intentional misconduct, or gross negligence. Similarly, a Responsible Party’s liability obligation shall be reduced to the extent that a Claim is caused by, or the result of, the Aggrieved Party’s willful or intentional misconduct, or gross negligence, or to the extent that the Aggrieved Party failed to reasonably mitigate (or attempt to mitigate, as applicable) the Claims.

Liability Limitations. This paragraph limits the liabilities arising under this Agreement or any SOW and is a bargained-for and material part of our business relationship with youthis Agreement. You acknowledge and agree that Verticomm we would not enter into any SOW or this Agreement unless Verticomm we could rely on the limitations described in this paragraph. All Services are provided “as is.” In no event shall either party be liable for any indirect, special, exemplary, consequential, or punitive damages, such as lost revenue, loss of profits (except for fees due and owing to Verticommus), savings, or other indirect or contingent event-based economic loss arising out of or in connection with this Agreement, any SOW, or the Services, or for any loss or interruption of data, technology or services, or for any breach hereof or for any damages caused by any delay in furnishing Services under this Agreement or any SOW, even if a party has been advised of the possibility of such damages; however, reasonable attorneys’ fees awarded to a prevailing party (as described below), your indemnification obligations, and any amounts due and payable pursuant to the non-solicitation provision of this Agreement ) shall not be limited by the foregoing limitation. Except for the foregoing exceptionsyour payment obligations, indemnification obligations, and payment of attorneys’ fees (as described elsewhere in this Agreement), a responsible party’s (“Responsible Party’s”) aggregate liability to the other party (“Aggrieved Party”) for damages from any and all claims or causes whatsoever, and regardless of the form of any such action(s), that arise from or relate to this Agreement (collectively, “Claims”), whether in contract, tort, indemnification, or negligence, shall be limited solely to the amount of the Aggrieved Party’s actual and direct damages, not to exceed the amount of fees paid by you (excluding hard costs for licenses, hardware, etc.) to Verticomm BizCom for the specific Service upon which the applicable claim(s) is/are based during the three (3) month period immediately prior to the date on which the cause of action accrued. The foregoing limitations shall not apply to the extent that the Claims are caused by a Responsible Party’s willful or intentional misconduct, or gross negligence. Similarly, a Responsible Party’s liability obligation shall be reduced to the extent that a Claim is caused by, or the result of, the Aggrieved Party’s willful or intentional misconduct, or gross negligence.

Liability Limitations. This paragraph limits the liabilities arising from the Services as well as the liabilities arising under this Agreement or and any SOW SOW, and is a bargained-for and material part of our business relationship with you. You acknowledge and agree that Verticomm Genuine Tech would not provide any Services, or enter into any SOW or this Agreement Agreement, unless Verticomm Genuine Tech could rely on the limitations described in this paragraph. In no event shall either party be liable for any indirect, special, exemplary, consequential, or punitive damages, such as lost revenue, loss of profits (except for fees due and owing to VerticommGenuine Tech), savings, or other indirect or contingent event-based economic loss arising out of or in connection with the Services, this Agreement, any SOW, or the Services, or for any loss or interruption of data, technology or services, or for any breach hereof or for any damages caused by any delay in furnishing Services under this Agreement or any SOW, even if a party has been advised of the possibility of such damages; however, reasonable attorneys’ fees awarded to a prevailing party (as described below), your indemnification obligations, and any amounts due and payable pursuant to the non-solicitation provision of this Agreement shall not be limited by the foregoing limitation. Except for the foregoing exceptions, a responsible party’s (“Responsible Party’s”) aggregate liability to the other party (“Aggrieved Party”) for damages from any and all claims or causes whatsoever, and regardless of the form of any such action(s), that arise from or relate to this Agreement (collectively, “Claims”), whether in contract, tort, indemnification, or negligence, shall be limited solely to the amount of the Aggrieved Party’s actual and direct damages, not to exceed the amount of fees paid by you (excluding hard costs for licenses, hardware, etc.) to Verticomm Genuine Tech for the specific Service upon which the applicable claim(s) is/are based during the three (3) month period immediately prior to the date on which the cause of action accruedaccrued or $5,000, whichever is greater. The foregoing limitations shall apply even if the remedies listed in this Agreement fail of their essential purpose; however, the limitations shall not apply to the extent that the Claims are caused by a Responsible Party’s willful or intentional misconduct, or gross negligence. Similarly, a Responsible Party’s liability obligation shall be reduced to the extent that a Claim is caused by, or the result of, the Aggrieved Party’s willful or intentional misconduct, or gross negligence, or to the extent that the Aggrieved Party failed to reasonably mitigate (or attempt to mitigate, as applicable) the Claims.

Liability Limitations. This paragraph limits the liabilities arising under this Agreement or any SOW from the Services and is a bargained-for and material part of our business relationship with you. You acknowledge and agree that Verticomm AOS would not provide any Services, or enter into any SOW Quote or this Agreement Agreement, unless Verticomm AOS could rely on the limitations described in this paragraph. In no event shall will either party be liable for any indirect, special, exemplary, consequential, or punitive damages, such as lost revenue, loss of profits (except for fees due and owing to VerticommAOS), savings, or other indirect or contingent event-based economic loss arising out of or in connection with the Services, this Agreement, any SOW, or the Services, or for any loss or interruption of data, technology or servicesQuote, or for any breach hereof or for any damages caused by any delay in furnishing Services under this Agreement or any SOWQuote, even if a party has been advised of the possibility of such damages; however, amounts you owe us under this Agreement, reasonable attorneys’ fees awarded to a prevailing party (as described below), your indemnification obligations, and any amounts due and payable pursuant to the non-solicitation provision of this Agreement shall not be limited by the foregoing limitation. Except for the foregoing exceptions, a responsible party’s (“Responsible Party’s”) aggregate liability to the other party (“Aggrieved Party”) for damages from any and all claims or causes whatsoever, and regardless of the form of any such action(s), that arise from or relate to this Agreement (collectively, “Claims”), whether in contract, tort, indemnification, or negligence, shall be limited solely to the amount of the Aggrieved Party’s actual and direct damages, not to exceed the amount of fees paid by you (excluding hard costs for licenses, hardware, etc.) to Verticomm AOS for the specific Service upon which the applicable claim(s) is/are based during the three six (36) month period immediately prior to the date on which the cause of action accrued, or $10,000, or the amounts that are actually paid out under a Responsible Party’s insurance policy, whichever is greater. The parties agree that only one of the foregoing financial remedies may be selected by an Aggrieved Party and once selected, the selected remedy shall be the sole financial remedy available to the Aggrieved Party to the exclusion of all other remedies. The foregoing limitations shall apply even if the remedies listed in this Agreement fail of their essential purpose; however, the limitations shall not apply to the extent that such limitations are prohibited under applicable law, or to the extent that the Claims are caused by a Responsible Party’s willful or intentional misconduct, or gross negligence. Similarly, a Responsible Party’s liability obligation shall be reduced to the extent that a Claim is caused by, or the result of, the Aggrieved Party’s willful or intentional misconduct, or gross negligence, or to the extent that the Aggrieved Party failed to reasonably mitigate (or attempt to mitigate, as applicable) the Claims. Under no circumstances shall AOS have any liability for any claims or causes of action arising from or related to Out of Scope Services.

Liability Limitations. This paragraph limits the liabilities arising under this Agreement or any SOW and is a bargained-for and material part of our business relationship with youthis Agreement. You acknowledge and agree that Verticomm we would not enter into any SOW or this Agreement unless Verticomm WE could rely on the limitations described in this paragraph. All Services are provided “as is.” In no event shall will either party be liable for any indirect, special, exemplary, consequential, or punitive damages, such as lost revenue, loss of profits (except for fees due and owing to Verticommus), savings, or other indirect or contingent event-based economic loss arising out of or in connection with this Agreement, any SOW, or the Services, or for any loss or interruption of data, technology or services, or for any breach hereof or for any damages caused by any delay in furnishing Services under this Agreement or any SOW, even if a party has been advised of the possibility of such damages; however, reasonable attorneys’ fees awarded to a prevailing party (as described below), your indemnification obligations, and any amounts due and payable pursuant to the non-solicitation provision of this Agreement ) shall not be limited by the foregoing limitation. Except for the foregoing exceptionsyour payment obligations, and each party’s indemnification obligations and each party’s payment of attorneys’ fees (as described elsewhere in this Agreement), a responsible party’s (“Responsible Party’s”) aggregate liability to the other party (“Aggrieved Party”) for damages from any and all claims or causes whatsoever, and regardless of the form of any such action(s), that arise from or relate to this Agreement (collectively, “Claims”), whether in contract, tort, indemnification, or negligence, shall be limited solely to the amount of the Aggrieved Party’s actual and direct damages, not to exceed the greater of (i) amount of fees paid by you (excluding hard costs for licenses, hardware, etc.) to Verticomm CIS for the specific Service upon which the applicable claim(s) is/are based during the three six (36) month period immediately prior to the date on which the cause of action accrued, or (ii) the amounts actually paid out by our insurance company for the applicable Claims. The foregoing limitations shall not apply to the extent that the Claims are caused by a Responsible Party’s willful or intentional misconduct, or gross negligence. Similarly, a Responsible Party’s liability obligation shall be reduced to the extent that a Claim is caused by, or the result of, the Aggrieved Party’s willful or intentional misconduct, or gross negligence.

Liability Limitations. This paragraph limits the liabilities arising under this Agreement or any SOW and is a bargained-for and material part of our business relationship with youthis Agreement. You acknowledge and agree that Verticomm F1 would not enter into any SOW or this Agreement unless Verticomm it could rely on the limitations described in this paragraph. In no event shall either party be liable for any indirect, special, exemplary, consequential, or punitive damages, such as lost revenue, loss of profits (except for fees due and owing to VerticommF1), savings, or other indirect or contingent event-based economic loss arising out of or in connection with this Agreement, any SOW, or the Services, or for any loss or interruption of data, technology or services, or for any breach hereof or for any damages caused by any delay in furnishing Services under this Agreement or any SOW, even if a party has been advised of the possibility of such damages; however, reasonable attorneys’ fees awarded to a prevailing party (as described below), your indemnification obligations, and any amounts due and payable pursuant to the non-solicitation provision of this Agreement shall not be limited by the foregoing limitation. Except for the foregoing exceptionsyour payment obligations and your indemnification obligations described in this Agreement, a responsible party’s (“Responsible Party’s”) aggregate liability to the other party (“Aggrieved Party”) for damages from any and all claims or causes whatsoever, and regardless of the form of any such action(s), that arise from or relate to this Agreement (collectively, “Claims”), whether in contract, tort, indemnification, or negligence, shall be limited solely to the amount of the Aggrieved Party’s actual and direct damages, not to exceed the amount of fees paid by you (excluding hard costs for licenses, hardware, etc.) to Verticomm F1 for the specific Service upon which the applicable claim(s) is/are based during the three six (36) month period immediately prior to the date on which the cause of action accrued. The foregoing limitations shall not apply to the extent that the Claims are caused by a Responsible Party’s willful or intentional misconduct, or gross negligence. Similarly, a Responsible Party’s liability obligation shall be reduced to the extent that a Claim is caused by, or the result of, the Aggrieved Party’s willful or intentional misconduct, or gross negligence.

Liability Limitations. This paragraph limits the liabilities arising under this Agreement or any SOW from the Services and is a bargained-for and material part of our business relationship with you. You acknowledge and agree that Verticomm TSR would not provide any Services, or enter into any SOW Quote or this Agreement Agreement, unless Verticomm TSR could rely on the limitations described in this paragraph. In no event shall will either party be liable for any indirect, special, exemplary, consequential, or punitive damages, such as lost revenue, loss of profits (except for fees due and owing to VerticommTSR), savings, or other indirect or contingent event-based economic loss arising out of or in connection with the Services, this Agreement, any SOW, or the Services, or for any loss or interruption of data, technology or servicesQuote, or for any breach hereof or for any damages caused by any delay in furnishing Services under this Agreement or any SOWQuote, even if a party has been advised of the possibility of such damages; however, amounts you owe us under this Agreement, reasonable attorneys’ fees awarded to a prevailing party (as described below), your indemnification obligations, and any amounts due and payable pursuant to the non-non- solicitation provision of this Agreement shall not be limited by the foregoing limitation. Except for the foregoing exceptions, a responsible party’s (“Responsible Party’s”) aggregate liability to the other party (“Aggrieved Party”) for damages from any and all claims or causes whatsoever, and regardless of the form of any such action(s), that arise from or relate to this Agreement (collectively, “Claims”), whether in contract, tort, indemnification, or negligence, shall be limited solely to the amount of the Aggrieved Party’s actual and direct damages, not to exceed the amount of fees paid by you (excluding hard costs for licenses, hardware, etc.) to Verticomm TSR for the specific Service upon which the applicable claim(s) is/are based during the three six (36) month period immediately prior to the date on which the cause of action accrued, or $10,000, or the amounts that are actually paid out under a Responsible Party’s insurance policy, whichever is greater. The parties agree that only one of the foregoing financial remedies may be selected by an Aggrieved Party and once selected, the selected remedy shall be the sole financial remedy available to the Aggrieved Party to the exclusion of all other remedies. The foregoing limitations shall apply even if the remedies listed in this Agreement fail of their essential purpose; however, the limitations shall not apply to the extent that such limitations are prohibited under applicable law, or to the extent that the Claims are caused by a Responsible Party’s willful or intentional misconduct, or gross negligence. Similarly, a Responsible Party’s liability obligation shall be reduced to the extent that a Claim is caused by, or the result of, the Aggrieved Party’s willful or intentional misconduct, or gross negligence, or to the extent that the Aggrieved Party failed to reasonably mitigate (or attempt to mitigate, as applicable) the Claims. Under no circumstances shall TSR have any liability for any claims or causes of action arising from or related to Out of Scope Services.

Liability Limitations. This paragraph limits the liabilities arising under this Agreement or any SOW from the Services and is a bargained-for and material part of our business relationship with you. You acknowledge and agree that Verticomm InsITe would not provide any Services, or enter into any SOW Quote or this Agreement Agreement, unless Verticomm InsITe could rely on the limitations described in this paragraph. In no event shall will either party be liable for any indirect, special, exemplary, consequential, or punitive damages, such as lost revenue, loss of profits (except for fees due and owing to VerticommInsITe), savings, or other indirect or contingent event-based economic loss arising out of or in connection with the Services, this Agreement, any SOW, or the Services, or for any loss or interruption of data, technology or servicesQuote, or for any breach hereof or for any damages caused by any delay in furnishing Services under this Agreement or any SOWQuote, even if a party has been advised of the possibility of such damages; however, amounts you owe us under this Agreement, reasonable attorneys’ fees awarded to a prevailing party (as described below), your indemnification obligations, and any amounts due and payable pursuant to the non-solicitation provision of this Agreement shall not be limited by the foregoing limitation. Except for the foregoing exceptions, a responsible party’s (“Responsible Party’s”) aggregate liability to the other party (“Aggrieved Party”) for damages from any and all claims or causes whatsoever, and regardless of the form of any such action(s), that arise from or relate to this Agreement (collectively, “Claims”), whether in contract, tort, indemnification, or negligence, shall be limited solely to the amount of the Aggrieved Party’s actual and direct damages, not to exceed the amount of fees paid by you (excluding hard costs for licenses, hardware, etc.) to Verticomm InsITe for the specific Service upon which the applicable claim(s) is/are based during the three six (36) month period immediately prior to the date on which the cause of action accrued, or $10,000, or the amounts that are actually paid out under a Responsible Party’s insurance policy, whichever is greater. The parties agree that only one of the foregoing remedies may be selected by an Aggrieved Party and once selected, the selected remedy shall be the sole financial remedy available to the Aggrieved Party to the exclusion of all other remedies. The foregoing limitations shall apply even if the remedies listed in this Agreement fail of their essential purpose; however, the limitations shall not apply to the extent that such limitations are prohibited under applicable law, or to the extent that the Claims are caused by a Responsible Party’s willful or intentional misconduct, or gross negligence. Similarly, a Responsible Party’s liability obligation shall be reduced to the extent that a Claim is caused by, or the result of, the Aggrieved Party’s willful or intentional misconduct, or gross negligence, or to the extent that the Aggrieved Party failed to reasonably mitigate (or attempt to mitigate, as applicable) the Claims. Under no circumstances shall InsITe have any liability for any claims or causes of action arising from or related to Out of Scope Services.

Liability Limitations. This paragraph limits Article shall apply notwithstanding any other provision of this Agreement. 17.1 NEITHER PARTY HERETO SHALL BE LIABLE TO THE OTHER PARTY OR TO ANY MEMBER OF THE OTHER PARTY’S GROUP IN ANY ACTION OR CLAIM FOR SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY NATURE, FOR BUSINESS INTERRUPTION, LOSS OF PROFIT, LOSS OF PRODUCTION OR PRODUCT, LOSS OF USE, OR DELAYS, ARISING FROM ANY CAUSE OR CLAIMED UNDER ANY THEORY OF LAW, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING SHALL BE APPLICABLE EVEN IF THE LIABILITY ASSERTED IS BASED ON NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OR OTHER FAULT OR STRICT LIABILITY, AND REGARDLESS OF WHETHER THE ACTION OR CLAIM IS BASED ON CONTRACT, TORT, STATUTE OR OTHERWISE. 17.2 Except for the liabilities arising under this Agreement or any SOW and is a bargained-for and material part of our business relationship with you. You acknowledge and agree that Verticomm would not enter into any SOW or this Agreement unless Verticomm could rely on the limitations matters described in this paragraph. In no event shall either party be liable Article 11, Contractor’s total aggregate liability for any indirect, special, exemplary, consequential, or punitive damages, such as lost revenue, loss of profits (except for fees due and owing to Verticomm), savings, or other indirect or contingent event-based economic loss arising out of or in connection with this Agreement, any SOW, or the Services, or for any loss or interruption of data, technology or services, or for any breach hereof or for any damages caused by any delay in furnishing Services all liabilities issued under this Agreement or any SOW, even if a party has been advised of the possibility of such damages; however, reasonable attorneys’ fees awarded to a prevailing party (as described below), your indemnification obligations, and any amounts due and payable pursuant to the non-solicitation provision of this Agreement shall not exceed US$***. Owner hereby releases and will defend and indemnify Contractor for any amounts in excess of the applicable aggregate amount of liability under this Agreement. 17.3 Any limitation on or exculpation from liability afforded a Party by this Agreement shall be limited by the foregoing limitation. Except for the foregoing exceptions, a responsible party’s (“Responsible Party’s”) aggregate liability to the other party (“Aggrieved Party”) for damages from any and all claims or causes whatsoever, and applicable regardless of whether the form of any such action(s), that arise from action or relate to this Agreement (collectively, “Claims”), whether claim is based in contract, tort, indemnificationstatute, strict liability or negligenceotherwise, shall be limited solely to and even if caused by the amount sole or concurrent negligence or other fault of strict liability of the Aggrieved PartyParty to be indemnified or of any member of its Group. 17.4 Any limitation on or exculpation from liability afforded Contractor by this Agreement shall constitute an aggregate limit on the liability of Contractor to Owner and all members of its Group and their respective insurers, and shall likewise limit the liability of all members of Contractor’s actual Group and direct damages, their respective insurers. 17.5 There are no third party beneficiaries of this Agreement except as may be expressly provided for in this Agreement. No third party may rely upon the obligations herein or upon the findings of any deliverable produced hereby. This Agreement does not to exceed the amount of fees paid by you (excluding hard costs for licenses, hardware, etc.) to Verticomm for the specific Service upon which the applicable claim(s) is/are based during the three (3) month period immediately prior to the date on which the create or confer any legal claim or cause of action accrued. The foregoing limitations shall in favor of any Party not apply a signatory to this Agreement and the obligations and legal duties imposed on any Party by this Agreement are owed exclusively to the extent that the Claims other Party and are caused by not owed to any Party not a Responsible Party’s willful or intentional misconduct, or gross negligence. Similarly, a Responsible Party’s liability obligation shall be reduced signatory to the extent that a Claim is caused by, or the result of, the Aggrieved Party’s willful or intentional misconduct, or gross negligencethis Agreement.

Liability Limitations. This paragraph limits the liabilities arising under this Agreement or any SOW and is a bargained-for and material part of our business relationship with youthis Agreement. You acknowledge and agree that Verticomm we would not enter into any SOW or this Agreement unless Verticomm we could rely on the limitations described in this paragraph. All Services are provided “as is.” In no event shall either party be liable for any indirect, special, exemplary, consequential, or punitive damages, such as lost revenue, loss of profits (except for fees due and owing to Verticommus), savings, legal or regulatory fines or penalties, or other legal loss; or other indirect or contingent event-based economic loss arising out of or in connection with this Agreement, any SOW, or the Services, or for any loss or interruption of data, technology or services, or for any breach hereof or for any damages caused by any delay in furnishing Services under this Agreement or any SOW, even if a party has been advised of the possibility of such damages; however, reasonable attorneys’ fees awarded to a prevailing party (as described below), your indemnification obligations, and any amounts due and payable pursuant to the non-solicitation provision of this Agreement ) shall not be limited by the foregoing limitation. Except for the foregoing exceptionsyour payment obligations, indemnification obligations, and payment of attorneys’ fees (as described elsewhere in this Agreement), a responsible party’s (“Responsible Party’s”) aggregate liability to the other party (“Aggrieved Party”) for damages from any and all claims or causes whatsoever, and regardless of the form of any such action(s), that arise from or relate to this Agreement (collectively, “Claims”), whether in contract, tort, indemnification, or negligence, shall be limited solely to the amount of the Aggrieved Party’s actual and direct damages, not to exceed the amount of fees paid by you (excluding hard costs for licenses, hardware, etc.) to Verticomm BizCom for the specific Service upon which the applicable claim(s) is/are based during the three (3) month period immediately prior to the date on which the cause of action accrued. The foregoing limitations shall not apply to the extent that the Claims are caused by a Responsible Party’s willful or intentional misconduct, or gross negligence. Similarly, a Responsible Party’s liability obligation shall be reduced to the extent that a Claim is caused by, or the result of, the Aggrieved Party’s willful or intentional misconduct, or gross negligence.

Liability Limitations. This paragraph limits the liabilities arising under this Agreement or any SOW from the Services and is a bargained-for and material part of our business relationship with you. You acknowledge and agree that Verticomm Xxxxxx would not provide any Services, or enter into any SOW Quote or this Agreement Agreement, unless Verticomm Atekro could rely on the limitations described in this paragraph. In no event shall will either party be liable for any indirect, special, exemplary, consequential, or punitive damages, such as lost revenue, loss of profits (except for fees due and owing to VerticommAtekro), savings, or other indirect or contingent event-based economic loss arising out of or in connection with the Services, this Agreement, any SOW, or the Services, or for any loss or interruption of data, technology or servicesQuote, or for any breach hereof or for any damages caused by any delay in furnishing Services under this Agreement or any SOWQuote, even if a party has been advised of the possibility of such damages; however, reasonable attorneys’ fees awarded to a prevailing party (as described below), your indemnification obligations, and any amounts due and payable pursuant to the non-solicitation provision of this Agreement shall not be limited by the foregoing limitation. Except for the foregoing exceptions, a responsible party’s (“Responsible Party’s”) aggregate liability to the other party (“Aggrieved Party”) for damages from any and all claims or causes whatsoever, and regardless of the form of any such action(s), that arise from or relate to this Agreement (collectively, “Claims”), whether in contract, tort, indemnification, or negligence, shall be limited solely to the amount of the Aggrieved Party’s actual and direct damages, not to exceed the amount of fees paid by you (excluding hard costs for licenses, hardware, etc.) to Verticomm Atekro for the specific Service upon which the applicable claim(s) is/are based during the three (3) month period immediately prior to the date on which the cause of action accruedaccrued or $10,000, whichever is greater. The foregoing limitations shall apply even if the remedies listed in this Agreement fail of their essential purpose; however, the limitations shall not apply to the extent that the Claims are caused by a Responsible Party’s willful or intentional misconduct, or gross negligence. Similarly, a Responsible Party’s liability obligation shall be reduced to the extent that a Claim is caused by, or the result of, the Aggrieved Party’s willful or intentional misconduct, or gross negligence, or to the extent that the Aggrieved Party failed to reasonably mitigate (or attempt to mitigate, as applicable) the Claims. Under no circumstances shall Atekro have any liability for any claims or causes of action arising from or related to Out of Scope Services.

Liability Limitations. This paragraph limits (a) If promptly notified in writing of any action brought against Customer based on a claim that NEOGOV’s Services infringe a United States patent, copyright or trademark right of a third party (except to the liabilities arising under this Agreement extent such claim or infringement relates to any third party software incorporated into NEOGOV’s applications), NEOGOV will defend such action at its expense and will pay any and all fees, costs or damages that may be finally awarded in such action or any SOW settlement resulting from such action (provided that Customer shall permit NEOGOV to control the defense of such action, after obtaining the written approval of the Customer’s regarding the selection of legal counsel, and is a bargained-for shall not make any compromise, admission of liability or settlement or take any other action impairing the defense of such claim without NEOGOV’s prior written approval). (b) Customer acknowledges and material part of our business relationship with you. You acknowledge and agree agrees: (i) that Verticomm would not enter into any SOW or this Agreement unless Verticomm could rely on the limitations described in this paragraph. In NEOGOV has no event shall either party be liable for any indirectproprietary, special, exemplary, consequential, or punitive damages, such as lost revenue, loss of profits (except for fees due and owing to Verticomm), savingsfinancial, or other indirect interest in the goods or contingent event-based economic loss arising out services that may be described in or offered through Customer’s website; and (ii) that except with respect to any material supplied by NEOGOV, Customer is solely responsible (as between NEOGOV and Customer) for the content, quality, performance, and all other aspects of the goods or services and the information or other content contained in connection with this Agreementor provided through Customer’s website. (c) OTHER THAN THOSE WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, any SOWNEOGOV DOES NOT MAKE ANY WARRANTIES TO CUSTOMER OR ANY OTHER PERSON OR ENTITY, or the ServicesEITHER EXPRESS OR IMPLIED (INCLUDING, or for any loss or interruption of dataWITHOUT LIMITATION, technology or servicesANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) WITH RESPECT TO THE SERVICES PROVIDED HEREUNDER. NEOGOV SHALL NOT BE LIABLE TO CUSTOMER OR TO ANY OTHER PERSON OR ENTITY, or for any breach hereof or for any damages caused by any delay in furnishing Services under this Agreement UNDER ANY CIRCUMSTANCE OR DUE TO ANY EVENT WHATSOEVER, FOR CONSEQUENTIAL OR INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFIT, LOSS OF USE OR BUSINESS STOPPAGE. (d) Under no circumstances shall NEOGOV’s total liability to Customer or any SOWother person, even if a party has been advised of the possibility of such damages; however, reasonable attorneys’ fees awarded to a prevailing party (as described below), your indemnification obligations, and any amounts due and payable pursuant to the non-solicitation provision of this Agreement shall not be limited by the foregoing limitation. Except for the foregoing exceptions, a responsible party’s (“Responsible Party’s”) aggregate liability to the other party (“Aggrieved Party”) for damages from any and all claims or causes whatsoever, and regardless of the nature of the claim or form of any such action(s), that arise from or relate to this Agreement action (collectively, “Claims”), whether arising in contract, tort, indemnificationstrict liability or otherwise), or negligence, shall be limited solely to exceed three times the amount of the Aggrieved Party’s actual and direct damages, not to exceed the aggregate amount of fees paid and revenue received by you (excluding hard costs for licenses, hardware, etc.) to Verticomm NEOGOV hereunder for the specific Service upon which the applicable claim(s) is/are based during the three prior twelve (312) month period immediately prior to period; provided, however that the date on which the cause of action accrued. The foregoing limitations set forth in this Section 8(d) shall not apply to the extent that the Claims are caused by a Responsible Partyactions brought under 8(a) above or to any injury to persons or damages to property arising out of NEOGOV’s willful gross negligence or intentional willful, gross misconduct, or gross negligence. Similarly, a Responsible Party’s liability obligation shall be reduced to the extent that a Claim is caused by, or the result of, the Aggrieved Party’s willful or intentional misconduct, or gross negligence.

Liability Limitations. This paragraph limits the liabilities arising under this Agreement MSA or any SOW AGREEMENT or ADDENDUM and is a bargained-for and material part of our business relationship with youthis Agreement. You acknowledge and agree that Verticomm SOLUS would not enter into any SOW AGREEMENT or ADDENDUM or this Agreement MSA unless Verticomm SOLUS could rely on the limitations described in this paragraph. In no event shall either party be liable for any indirect, special, exemplary, consequential, or punitive damages, such as lost revenue, loss of profits (except for fees due and owing to VerticommSOLUS), savings, or other indirect or contingent event-based economic loss arising out of or in connection with this AgreementMSA, any SOWAGREEMENT or ADDENDUM , or the Services, or for any loss or interruption of data, technology or services, or for any breach hereof or for any damages caused by any delay in furnishing Services under this Agreement MSA or any SOWAGREEMENT or ADDENDUM, even if a party has been advised of the possibility of such damages; however, reasonable attorneys’ fees awarded to a prevailing party (as described below), your indemnification obligations, and any amounts due and payable pursuant to the non-solicitation provision of this Agreement ) shall not be limited by the foregoing limitation. Except for the foregoing exceptionsyour payment obligations and your indemnification obligations described in this Agreement, a responsible party’s (“Responsible Party’s”) aggregate liability to the other party (“Aggrieved Party”) for damages from any and all claims or causes whatsoever, and regardless of the form of any such action(s), that arise from or relate to this Agreement (collectively, “Claims”), whether in contract, tort, indemnification, or regular or gross negligence, shall be limited solely to the amount of the Aggrieved Party’s actual and direct damages, not to exceed the lesser of (i) the amount of fees paid by you (excluding hard costs for licenses, hardware, etc.) to Verticomm SOLUS for the specific Service upon which the applicable claim(s) is/are based during the three six (36) month period immediately prior to the date on which the cause of action accrued. The foregoing limitations shall not apply to the extent that the Claims are caused by a Responsible Party’s willful or intentional misconduct, or gross negligence. Similarly, a Responsible Party’s liability obligation shall be reduced to the extent that a Claim is caused by, or the result of, the Aggrieved Party’s willful or intentional misconduct, or gross negligence.

Liability Limitations. This paragraph limits the liabilities arising from the Services as well as the liabilities arising under this Agreement or and any SOW Quote and is a bargained-for and material part of our business relationship with you. You acknowledge and agree that Verticomm IT Kauai would not provide any Services, or enter into any SOW Quote or this Agreement Agreement, unless Verticomm IT Kauai could rely on the limitations described in this paragraph. In no event shall either party be liable for any indirect, special, exemplary, consequential, or punitive damages, such as lost revenue, loss of profits (except for fees due and owing to VerticommIT Kauai), savings, or other indirect or contingent event-based economic loss arising out of or in connection with the Services, this Agreement, any SOW, or the ServicesQuote, or for any loss or interruption of data, technology or services, or for any breach hereof or for any damages caused by any delay in furnishing Services under this Agreement or any SOWQuote, even if a party has been advised of the possibility of such damages; however, reasonable attorneys’ fees awarded to a prevailing party (as described below), your indemnification obligations, and any amounts due and payable pursuant to the non-solicitation provision of this Agreement shall not be limited by the foregoing limitation. Except for the foregoing exceptions, a responsible party’s (“Responsible Party’s”) aggregate liability to the other party (“Aggrieved Party”) for damages from any and all claims or causes whatsoever, and regardless of the form of any such action(s), that arise from or relate to this Agreement (collectively, “Claims”), whether in contract, tort, indemnification, or negligence, shall be limited solely to the amount of the Aggrieved Party’s actual and direct damages, not to exceed the amount of fees paid by you (excluding hard costs for licenses, hardware, etc.) to Verticomm IT Kauai for the specific Service upon which the applicable claim(s) is/are based during the three (3) month period immediately prior to the date on which the cause of action accruedaccrued or $5,000, whichever is greater. The foregoing limitations shall apply even if the remedies listed in this Agreement fail of their essential purpose; however, the limitations shall not apply to the extent that the Claims are caused by a Responsible Party’s willful or intentional misconduct, or gross negligence. Similarly, a Responsible Party’s liability obligation shall be reduced to the extent that a Claim is caused by, or the result of, the Aggrieved Party’s willful or intentional misconduct, or gross negligence, or to the extent that the Aggrieved Party failed to reasonably mitigate (or attempt to mitigate, as applicable) the Claims.

Liability Limitations. This paragraph limits the liabilities arising from the Services as well as the liabilities arising under this Agreement or and any SOW SOW, and is a bargained-for and material part of our business relationship with you. You acknowledge and agree that Verticomm AOS would not provide any Services, or enter into any SOW or this Agreement Agreement, unless Verticomm AOS could rely on the limitations described in this paragraph. In no event shall either party be liable for any indirect, special, exemplary, consequential, or punitive damages, such as lost revenue, loss of profits (except for fees due and owing to VerticommAOS), savings, or other indirect or contingent event-based economic loss arising out of or in connection with the Services, this Agreement, any SOW, or the Services, or for any loss or interruption of data, technology or services, or for any breach hereof or for any damages caused by any delay in furnishing Services under this Agreement or any SOW, even if a party has been advised of the possibility of such damages; however, reasonable attorneys’ fees awarded to a prevailing party (as described below), your indemnification obligations, and any amounts due and payable pursuant to the non-solicitation provision of this Agreement shall not be limited by the foregoing limitation. Except for the foregoing exceptions, a responsible party’s (“Responsible Party’s”) aggregate liability to the other party (“Aggrieved Party”) for damages from any and all claims or causes whatsoever, and regardless of the form of any such action(s), that arise from or relate to this Agreement (collectively, “Claims”), whether in contract, tort, indemnification, or negligence, shall be limited solely to the amount of the Aggrieved Party’s actual and direct damages, not to exceed the amount of fees paid by you (excluding hard costs for licenses, hardware, etc.) to Verticomm AOS for the specific Service upon which the applicable claim(s) is/are based during the three (3) month period immediately prior to the date on which the cause of action accruedaccrued or $5,000, whichever is greater. The foregoing limitations shall apply even if the remedies listed in this Agreement fail of their essential purpose; however, the limitations shall not apply to the extent that the Claims are caused by a Responsible Party’s willful or intentional misconduct, or gross negligence. Similarly, a Responsible Party’s liability obligation shall be reduced to the extent that a Claim is caused by, or the result of, the Aggrieved Party’s willful or intentional misconduct, or gross negligence, or to the extent that the Aggrieved Party failed to reasonably mitigate (or attempt to mitigate, as applicable) the Claims.

Liability Limitations. This paragraph limits the liabilities arising under this Agreement or any SOW from the Services and is a bargained-for and material part of our business relationship with you. You acknowledge and agree that Verticomm ATG would not provide any Services, or enter into any SOW Quote or this Agreement Agreement, unless Verticomm ATG could rely on the limitations described in this paragraph. In no event shall will either party be liable for any indirect, special, exemplary, consequential, or punitive damages, such as lost revenue, loss of profits (except for fees due and owing to VerticommATG), savings, or other indirect or contingent event-based economic loss arising out of or in connection with the Services, this Agreement, any SOW, or the Services, or for any loss or interruption of data, technology or servicesQuote, or for any breach hereof or for any damages caused by any delay in furnishing Services under this Agreement or any SOWQuote, even if a party has been advised of the possibility of such damages; however, reasonable attorneys’ fees awarded to a prevailing party (as described below), your indemnification obligations, and any amounts due and payable pursuant to the non-solicitation provision of this Agreement shall not be limited by the foregoing limitation. Except for the foregoing exceptions, a responsible party’s (“Responsible Party’s”) aggregate liability to the other party (“Aggrieved Party”) for damages from any and all claims or causes whatsoever, and regardless of the form of any such action(s), that arise from or relate to this Agreement (collectively, “Claims”), whether in contract, tort, indemnification, or negligence, shall be limited solely to the amount of the Aggrieved Party’s actual and direct damages, not to exceed the amount of fees paid by you (excluding hard costs for licenses, hardware, etc.) to Verticomm ATG for the specific Service upon which the applicable claim(s) is/are based during the three (3) month period immediately prior to the date on which the cause of action accruedaccrued or $10,000, whichever is greater. The foregoing limitations shall apply even if the remedies listed in this Agreement fail of their essential purpose; however, the limitations shall not apply to the extent that the Claims are caused by a Responsible Party’s willful or intentional misconduct, or gross negligence. Similarly, a Responsible Party’s liability obligation shall be reduced to the extent that a Claim is caused by, or the result of, the Aggrieved Party’s willful or intentional misconduct, or gross negligence, or to the extent that the Aggrieved Party failed to reasonably mitigate (or attempt to mitigate, as applicable) the Claims. Under no circumstances shall ATG have any liability for any claims or causes of action arising from or related to Out of Scope Services.