Common use of Liability Limitations Clause in Contracts

Liability Limitations. (a) Direct Damages NEITHER PARTY WILL BE LIABLE TO THE OTHER, WHETHER IN AN ACTION IN CONTRACT, TORT, PRODUCT LIABILITY, STRICT LIABILITY, STATUTE, LAW, EQUITY, OR OTHERWISE ARISING UNDER OR RELATED TO A SERVICE AGREEMENT FOR: (A) INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES; (B) LOSS OF PROFITS OR REVENUE (OTHER THAN IN AN ACTION BY VENDOR TO RECOVER PAYMENT OF A PRICE OWED); OR (C) LOSS OF REPUTATION, GOODWILL, TIME, OPPORTUNITY, OR ACCESS TO DATA, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, EXCEPT AS PROVIDED IN SECTION 18.2 OR AS OTHERWISE SPECIFICALLY PROVIDED FOR IN THE SERVICE AGREEMENT. As used in this Section 18, “Party” includes a Party to this Master Agreement and its Affiliates, employees, agents, contractors, and suppliers when acting in that capacity with respect to a Service Agreement (including, without limitation, any Purchase Order under a Service Agreement or any Adoption Agreement), and any Persons claiming by or through a Party to this Master Agreement. (b) Damages Cap EXCEPT AS PROVIDED IN SECTION 18.2(a)(ii), NEITHER PARTY WILL BE LIABLE TO THE OTHER, REGARDLESS OF THE FORMS OF ACTION THAT IMPOSE LIABILITY, FOR ANY AMOUNTS UNDER A SERVICE AGREEMENT GREATER THAN THE CHARGES PAID AND PAYABLE BY COMPANY UNDER THE SERVICE AGREEMENT FOR THE TWELVE (12) CONSECUTIVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF OCCURRENCE OF THE APPLICABLE EVENT, ACT OR OMISSION GIVING RISE TO THE LAST SUCH CLAIM (the “Direct Damages Cap”).

Liability Limitations. EXCLUDING LOSSES ARISING PURSUANT TO SECTION 9 OR FOR A PARTY’S GROSS NEGLIGENCE, WILLFUL OR INTENTIONAL MISCONDUCT OR FRAUD, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY’S LIABILITY TO THE OTHER HEREUNDER FOR ANY LOSSES, LIABILITIES, DAMAGES, FINES, PENALTIES, DEFICIENCIES, COSTS OR EXPENSES, INCLUDING THE REASONABLE FEES AND REASONABLE EXPENSES OF LEGAL COUNSEL, ACCOUNTANTS OR OTHER EXPERTS AND PROFESSIONAL ADVISERS (aCOLLECTIVELY, “LOSS”), ARISING FROM OR RELATING TO THIS AGREEMENT OR THE PROVISION OF THE SERVICES HEREUNDER WILL NOT EXCEED THE AMOUNT PAID BY CLIENT TO ESENTIRE FOR THE SPECIFIC SERVICE TO WHICH SUCH CLAIM RELATES DURING THE SIX-MONTH PERIOD PRIOR TO THE DATE THE LOSS OCCURRED. IN THE EVENT CLIENT IS PURCHASING SERVICES THROUGH A RESELLER, EACH PARTY’S LIABILITY TO THE OTHER HEREUNDER FOR ANY LOSS (AS DEFINED ABOVE) Direct Damages WILL NOT EXCEED TWO HUNDRED FIFTY THOUSAND U.S. DOLLARS (USD$250,000). REGARDLESS OF THE NATURE OF THE CLAIM OR THEORY OF LIABILITY (INCLUDING, WITHOUT LIMITATION, VIOLATION OF ANY REQUIREMENTS OF LAW, BREACH OF CONTRACT, STRICT LIABILITY, NEGLIGENCE OR OTHER TORT), NEITHER PARTY WILL SHALL BE LIABLE TO THE OTHEROTHER PARTY FOR ANY: INDIRECT, WHETHER IN AN ACTION IN CONTRACT, TORT, PRODUCT LIABILITY, STRICT LIABILITY, STATUTE, LAW, EQUITY, OR OTHERWISE ARISING UNDER OR RELATED TO A SERVICE AGREEMENT FOR: (A) INDIRECTEXEMPLARY, INCIDENTAL, CONSEQUENTIAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES; DAMAGES (B) EVEN IF THE PARTY CAUSING SUCH LOSS OR DAMAGE HAS BEEN ADVISED OR HAD KNOWLEDGE OF THE POSSIBILITY OF SAME OR COULD REASONABLY HAVE FORESEEN SAME), INCLUDING LOST BUSINESS REVENUE, LOSS OF DATA, BUSINESS INTERRUPTION, LOSS OF PROFITS OR REVENUE (OTHER THAN FAILURE TO REALIZE EXPECTED PROFITS OR SAVINGS). FOR GREATER CERTAINTY, WHERE CLIENT RECEIVES SERVICES THROUGH A RESELLER, ESENTIRE WILL HAVE NO LIABILITY OR RESPONSIBILITY WHATSOEVER IN AN ACTION RESPECT OF ANY ACTS, OMISSIONS, REPRESENTATIONS OR WARRANTIES PROVIDED BY VENDOR TO RECOVER PAYMENT SUCH RESELLER. THE PARTIES AGREE THAT THIS SECTION 8 REPRESENTS A REASONABLE ALLOCATION OF A PRICE OWED); OR (C) LOSS OF REPUTATION, GOODWILL, TIME, OPPORTUNITY, OR ACCESS TO DATA, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, EXCEPT AS PROVIDED IN SECTION 18.2 OR AS OTHERWISE SPECIFICALLY PROVIDED FOR IN THE SERVICE AGREEMENT. As used in this Section 18, “Party” includes a Party to this Master Agreement and its Affiliates, employees, agents, contractors, and suppliers when acting in that capacity with respect to a Service Agreement (including, without limitation, any Purchase Order under a Service Agreement or any Adoption Agreement), and any Persons claiming by or through a Party to this Master AgreementRISK. (b) Damages Cap EXCEPT AS PROVIDED IN SECTION 18.2(a)(ii), NEITHER PARTY WILL BE LIABLE TO THE OTHER, REGARDLESS OF THE FORMS OF ACTION THAT IMPOSE LIABILITY, FOR ANY AMOUNTS UNDER A SERVICE AGREEMENT GREATER THAN THE CHARGES PAID AND PAYABLE BY COMPANY UNDER THE SERVICE AGREEMENT FOR THE TWELVE (12) CONSECUTIVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF OCCURRENCE OF THE APPLICABLE EVENT, ACT OR OMISSION GIVING RISE TO THE LAST SUCH CLAIM (the “Direct Damages Cap”).

Liability Limitations. (a) Direct Damages NEITHER EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH HEREIN, ROW 44 SPECIFICALLY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE SERVICES PROVIDED BY ROW 44 HEREUNDER, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. IN NO EVENT SHALL EITHER PARTY WILL BE LIABLE TO THE OTHEROTHER PARTY FOR ANY INDIRECT, WHETHER IN AN ACTION IN CONTRACT, TORT, PRODUCT LIABILITY, STRICT LIABILITY, STATUTE, LAW, EQUITY, OR OTHERWISE ARISING UNDER OR RELATED TO A SERVICE AGREEMENT FOR: (A) INDIRECTSPECIAL, INCIDENTAL, CONSEQUENTIALEXEMPLARY, SPECIALPUNITIVE OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY KIND OR NATURE (INCLUDING LOST PROFITS AND LOST REVENUES), WHETHER FORESEEABLE OR PUNITIVE DAMAGES; (B) LOSS NOT, ARISING OUT OF PROFITS OR REVENUE (OTHER THAN IN AN ACTION BY VENDOR RELATING TO RECOVER PAYMENT OF A PRICE OWED); OR (C) LOSS OF REPUTATION, GOODWILL, TIME, OPPORTUNITY, OR ACCESS TO DATA, EVEN IF SUCH PARTY HAS BEEN ADVISED THIS AGREEMENT. WITHOUT LIMITING THE GENERALITY OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGESFOREGOING, EXCEPT AS PROVIDED IN SECTION 18.2 OR AS OTHERWISE SPECIFICALLY PROVIDED FOR IN THE SERVICE AGREEMENT. As used in this Section 18, “Party” includes a Party to this Master Agreement and its Affiliates, employees, agents, contractors, and suppliers when acting in that capacity with respect to a Service Agreement (including, without limitation, any Purchase Order under a Service Agreement or any Adoption Agreement), and any Persons claiming by or through a Party to this Master Agreement. (b) Damages Cap EXCEPT AS PROVIDED IN SECTION 18.2(a)(ii), NEITHER NO EVENT WILL EITHER PARTY WILL BE LIABLE TO THE OTHER, REGARDLESS OTHER PARTY FOR ANY LOSSES OR DAMAGES OF ANY KIND OR NATURE ARISING OUT OF RELATING TO THIS AGREEMENT IN EXCESS OF THE FORMS OF ACTION THAT IMPOSE LIABILITY, FOR ANY AMOUNTS UNDER A SERVICE AGREEMENT GREATER THAN TOTAL AMOUNT ACTUALLY PAID TO AND RECEIVED BY ROW 44 FROM SOUTHWEST DURING THE CHARGES PAID AND PAYABLE BY COMPANY UNDER THE SERVICE AGREEMENT FOR THE TWELVE (12) CONSECUTIVE 12 MONTH PERIOD IMMEDIATELY PRECEDING PRIOR TO SUCH CLAIM, WHICH AMOUNT WILL BE THE DATE MAXIMUM AGGREGATE LIABILITY OF OCCURRENCE EITHER PARTY TO THE OTHER PARTY HEREUNDER. NOTWITHSTANDING THE FOREGOING, NOTHING HEREIN SHALL BE DEEMED TO LIMIT ANY LIABILITY WITH RESPECT TO (A) AN OBLIGATION OF INDEMNITY SET FORTH IN THIS AGREEMENT, (B) FOR DAMAGES RESULTING FROM A BREACH OF AN OBLIGATION OF CONFIDENTIALITY, (C) A BREACH OF THE APPLICABLE EVENTOBLIGATIONS IN EXHIBIT J HEREUNDER, ACT (D) FOR PERSONAL INJURY OR OMISSION GIVING RISE PATENT INFRINGEMENT OR (E) ANY RIGHT OR REMEDY AVAILABLE TO SOUTHWEST AT LAW OR EQUITY BASED ON ROW 44’S FRAUDULENT ACTS, FRAUDULENT OMISSIONS OR INTENTIONAL MISREPRESENTATIONS. THE LAST SUCH CLAIM (the “Direct Damages Cap”)PAST, PRESENT OR FUTURE DIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS OF SOUTHWEST AND ITS AFFILIATES SHALL NOT HAVE ANY PERSONAL LIABILITY OR OBLIGATION TO ROW 44 ARISING UNDER THIS AGREEMENT.

Liability Limitations. (a) Direct Damages NEITHER IN NO EVENT SHALL EITHER PARTY WILL BE LIABLE TO THE OTHEROTHER PARTY IN ANY MANNER, UNDER ANY THEORY OF LIABILITY, WHETHER IN AN ACTION CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY OR OTHER THEORY, FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, STATUTORY OR SPECIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS AND LOSS OF DATA, REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF OR WAS AWARE OF THE POSSIBILITY OR SUCH DAMAGES. IN NO EVENT SHALL THE TOTAL, CUMULATIVE LIABILITY OF ONE PARTY TO THE OTHER PARTY REGARDING ANY AND ALL CLAIMS AND CAUSES OF ACTION, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT, PRODUCT LIABILITY, STRICT LIABILITY, STATUTE, LAW, EQUITYIN TORT (INCLUDING NEGLIGENCE), OR OTHERWISE ARISING UNDER OR RELATED OTHERWISE, EXCEED TEN MILLION DOLLARS ($10,000,000). THE LIMITATIONS SET FORTH IN THIS PARAGRAPH SHALL BE DEEMED TO A SERVICE AGREEMENT FOR: (A) INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES; (B) LOSS OF PROFITS OR REVENUE (OTHER THAN IN AN ACTION APPLY TO THE MAXIMUM EXTENT PERMITTED BY VENDOR TO RECOVER PAYMENT OF A PRICE OWED); OR (C) LOSS OF REPUTATION, GOODWILL, TIME, OPPORTUNITY, OR ACCESS TO DATA, EVEN IF SUCH PARTY HAS BEEN ADVISED APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE OF THE POSSIBILITY ESSENTIAL PURPOSE OF SUCH LOSSES OR DAMAGES, EXCEPT AS PROVIDED ANY LIMITED REMEDIES SET FORTH IN SECTION 18.2 OR AS OTHERWISE SPECIFICALLY PROVIDED FOR IN THE SERVICE THIS AGREEMENT. As used in this Section 18THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLE, “Party” includes a Party to this Master Agreement and its Affiliates, employees, agents, contractors, and suppliers when acting in that capacity with respect to a Service Agreement (including, without limitation, any Purchase Order under a Service Agreement or any Adoption Agreement), and any Persons claiming by or through a Party to this Master Agreement. (b) Damages Cap EXCEPT AS PROVIDED AND THAT THE FOREGOING LIMITATIONS IN SECTION 18.2(a)(ii), NEITHER PARTY WILL BE LIABLE TO THE OTHER, REGARDLESS THIS PARAGRAPH ARE AN ESSENTIAL BASIS OF THE FORMS OF ACTION THAT IMPOSE LIABILITY, FOR ANY AMOUNTS UNDER A SERVICE AGREEMENT GREATER THAN BARGAIN BETWEEN THE CHARGES PAID AND PAYABLE BY COMPANY UNDER THE SERVICE AGREEMENT FOR THE TWELVE (12) CONSECUTIVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF OCCURRENCE OF THE APPLICABLE EVENT, ACT OR OMISSION GIVING RISE TO THE LAST SUCH CLAIM (the “Direct Damages Cap”)PARTIES.

Liability Limitations. (a) Direct Damages NEITHER PARTY EXCEPT FOR THE INDEMNIFICATION PROVISIONS PROVIDED HEREIN, IN NO EVENT WILL BE LIABLE TO LIQUIDWARE AND ITS SUPPLIERS’ AGGREGATE LIABILITY FOR ANY DAMAGES REGARDLESS OF THE OTHERFORM OF ACTION, WHETHER IN AN ACTION IN BASED ON CONTRACT, TORT, PRODUCT LIABILITYNEGLIGENCE, STRICT LIABILITY, STATUTEPRODUCTS LIABILITY OR OTHERWISE, LAW, EQUITY, OR OTHERWISE ARISING UNDER OR RELATED EVER EXCEED THE FEES PAID BY RESELLER DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO A SERVICE AGREEMENT FOR: (A) INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES; (B) LOSS OF PROFITS OR REVENUE (OTHER THAN IN AN ACTION BY VENDOR TO RECOVER PAYMENT OF A PRICE OWED); OR (C) LOSS OF REPUTATION, GOODWILL, TIME, OPPORTUNITY, OR ACCESS TO DATA, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, EXCEPT AS PROVIDED IN SECTION 18.2 OR AS OTHERWISE SPECIFICALLY PROVIDED FOR IN THE SERVICE AGREEMENT. As used in this Section 18, “Party” includes a Party to this Master Agreement and its Affiliates, employees, agents, contractors, and suppliers when acting in that capacity with respect to a Service Agreement (including, without limitation, any Purchase Order under a Service Agreement or any Adoption Agreement), and any Persons claiming by or through a Party to this Master AgreementCLAIM. (b) Damages Cap EXCEPT AS PROVIDED IN SECTION 18.2(a)(ii), NEITHER PARTY NO EVENT WILL LIQUIDWARE AND/OR ITS SUPPLIERS BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, REVENUE, PROFITS, GOODWILL, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH AN ORDER OR RESULTING FROM THE USE OF OR INABILITY TO USE THE OTHERLICENSED SOFTWARE, REGARDLESS INCLUDING THE FAILURE OF ESSENTIAL PURPOSE, EVEN IF LIQUIDWARE AND/OR ITS SUPPLIERS HAVE BEEN PREVIOUSLY ADVISED OF THE FORMS POSSIBILITY OR LIKELIHOOD OF ACTION THAT IMPOSE THE DAMAGES OCCURRING, AND WHETHER THE LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, FOR ANY AMOUNTS UNDER A SERVICE AGREEMENT GREATER THAN THE CHARGES PAID AND PAYABLE BY COMPANY UNDER THE SERVICE AGREEMENT FOR THE TWELVE PRODUCTS LIABILITY OR OTHERWISE. (12c) CONSECUTIVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF OCCURRENCE OF THE APPLICABLE EVENTThe limitations above in this Section do not apply to a situation if, ACT OR OMISSION GIVING RISE TO THE LAST SUCH CLAIM (and only to the “Direct Damages Cap”)extent that, the limitations cannot under applicable laws limit the liability of Liquidware in that situation.

Liability Limitations. 1. SUBJECT TO CLAUSE 8.3, EACH PARTY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT, IN ANY CONTRACT YEAR, WHETHER BASED ON CONTRACT, TORT (aINCLUDING NEGLIGENCE) Direct Damages OR OTHERWISE, WILL NOT EXCEED THE AMOUNT OF FEES PAID OR PAYABLE IN THAT PARTICULAR CONTRACT YEAR. “CONTRACT YEAR” MEANS ANY PERIOD OF 12 MONTHS COMMENCING ON THE EFFECTIVE DATE OR ANY ANNIVERSARY OF THE EFFECTIVE DATE. 2. SUBJECT TO CLAUSE 8.3, NEITHER PARTY WILL BE LIABLE TO THE OTHERFOR ANY INDIRECT, WHETHER IN AN ACTION IN CONTRACT, TORT, PRODUCT LIABILITY, STRICT LIABILITY, STATUTE, LAW, EQUITY, OR OTHERWISE ARISING UNDER OR RELATED TO A SERVICE AGREEMENT FOR: (A) INDIRECTSPECIAL, INCIDENTAL, CONSEQUENTIAL, SPECIALPUNITIVE, OR PUNITIVE DAMAGES; (B) CONSEQUENTIAL LOSS OR DAMAGE OR FOR ANY LOSS OF PROFITS OR REVENUE (OTHER THAN IN AN ACTION BY VENDOR TO RECOVER PAYMENT OF A PRICE OWED); OR (C) LOSS OF REPUTATION, GOODWILL, TIME, OPPORTUNITY, OR ACCESS DAMAGE TO DATA, EX GRATIA PAYMENTS, LOSS OF PROFIT, LOSS OF CONTRACT OR LOSS OF OTHER ECONOMIC ADVANTAGE (IN EACH CASE WHETHER DIRECT OR INDIRECT) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF SUCH THAT PARTY HAS PREVIOUSLY BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES THE SAME AND WHETHER FORESEEABLE OR DAMAGES, EXCEPT AS PROVIDED IN SECTION 18.2 OR AS OTHERWISE SPECIFICALLY PROVIDED FOR IN THE SERVICE AGREEMENTNOT. As used THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. 3. Nothing in this Section 18, “Party” includes a Party to Agreement excludes or limits the liability of either party for: (i) death or personal injury; (ii) fraud; (iii) breach of the confidentiality or data provisions of this Master Agreement and its Affiliates, employees, agents, contractorsAgreement, and suppliers when acting (iv) anything else that cannot be excluded or limited by applicable law. 4. The limitations of liability set forth in that capacity with respect to this Clause 8 are a Service Agreement (including, without limitation, any Purchase Order under a Service Agreement or any Adoption Agreement)reasonable allocation of risk between the parties, and any Persons claiming by or through a Party to the parties would not have entered into this Master Agreement, absent such allocation. (b) Damages Cap EXCEPT AS PROVIDED IN SECTION 18.2(a)(ii), NEITHER PARTY WILL BE LIABLE TO THE OTHER, REGARDLESS OF THE FORMS OF ACTION THAT IMPOSE LIABILITY, FOR ANY AMOUNTS UNDER A SERVICE AGREEMENT GREATER THAN THE CHARGES PAID AND PAYABLE BY COMPANY UNDER THE SERVICE AGREEMENT FOR THE TWELVE (12) CONSECUTIVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF OCCURRENCE OF THE APPLICABLE EVENT, ACT OR OMISSION GIVING RISE TO THE LAST SUCH CLAIM (the “Direct Damages Cap”).

Liability Limitations. (a) Direct Damages NEITHER THIS PARAGRAPH LIMITS THE LIABILITIES ARISING FROM THE SERVICES AS WELL AS THE LIABILITIES ARISING UNDER THIS AGREEMENT AND ANY SOW, AND IS A BARGAINED-FOR AND MATERIAL PART OF OUR BUSINESS RELATIONSHIP WITH YOU. YOU ACKNOWLEDGE AND AGREE THAT MSP WOULD NOT PROVIDE ANY SERVICES, OR ENTER INTO ANY SOW OR THIS AGREEMENT, UNLESS MSP COULD RELY ON THE LIMITATIONS DESCRIBED IN THIS PARAGRAPH. IN NO EVENT SHALL EITHER PARTY WILL BE LIABLE TO THE OTHER, WHETHER IN AN ACTION IN CONTRACT, TORT, PRODUCT LIABILITY, STRICT LIABILITY, STATUTE, LAW, EQUITY, OR OTHERWISE ARISING UNDER OR RELATED TO A SERVICE AGREEMENT FOR: (A) FOR ANY INDIRECT, INCIDENTALSPECIAL, EXEMPLARY, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES; (B) , SUCH AS LOST REVENUE, LOSS OF PROFITS OR REVENUE (OTHER THAN IN AN ACTION BY VENDOR EXCEPT FOR FEES DUE AND OWING TO RECOVER PAYMENT OF A PRICE OWEDMSP); OR (C) LOSS OF REPUTATION, GOODWILL, TIME, OPPORTUNITYSAVINGS, OR ACCESS TO DATAOTHER INDIRECT OR CONTINGENT EVENT-BASED ECONOMIC LOSS ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, THIS AGREEMENT, OR ANY SOW EVEN IF SUCH A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES; HOWEVER, EXCEPT REASONABLE ATTORNEYS’ FEES AWARDED TO A PREVAILING PARTY (AS PROVIDED IN SECTION 18.2 OR AS OTHERWISE SPECIFICALLY PROVIDED FOR IN THE SERVICE AGREEMENT. As used in this Section 18, “Party” includes a Party to this Master Agreement and its Affiliates, employees, agents, contractors, and suppliers when acting in that capacity with respect to a Service Agreement (including, without limitation, any Purchase Order under a Service Agreement or any Adoption AgreementDESCRIBED BELOW), and any Persons claiming by or through a Party to this Master Agreement. (b) Damages Cap EXCEPT AS PROVIDED IN SECTION 18.2(a)(ii)YOUR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY WILL BE LIABLE AND ANY AMOUNTS DUE AND PAYABLE PURSUANT TO THE OTHERNON-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 FORMS FORM OF ACTION ANY SUCH ACTION(S), THAT IMPOSE LIABILITYARISE 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 ANY AMOUNTS UNDER A SERVICE AGREEMENT GREATER THAN THE CHARGES PAID AND PAYABLE BY COMPANY UNDER THE SERVICE AGREEMENT LICENSES, HARDWARE, ETC.) TO MSP FOR THE TWELVE SPECIFIC SERVICE UPON WHICH THE APPLICABLE CLAIM(S) IS/ARE BASED DURING THE SIX (126) CONSECUTIVE MONTH PERIOD IMMEDIATELY PRECEDING PRIOR TO THE DATE ON WHICH THE CAUSE OF OCCURRENCE ACTION ACCRUED 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 APPLICABLE EVENT, ACT OR OMISSION GIVING RISE LIMITATIONS SHALL NOT APPLY TO THE LAST SUCH 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, GROSS NEGLIGENCE, OR TO THE EXTENT THAT THE AGGRIEVED PARTY FAILED TO REASONABLY MITIGATE (the “Direct Damages Cap”)OR ATTEMPT TO MITIGATE, AS APPLICABLE) THE CLAIMS.

Liability Limitations. (a) Direct Damages NEITHER PARTY (INCLUDING, IN THE CASE OF DDC, ITS AFFILIATES AND THIRD PARTIES PROVIDING THIRD PARTY MATERIALS IN CONNECTION WITH THE AGREEMENT) WILL BE LIABLE TO THE OTHEROTHER PARTY FOR ANY INDIRECT, WHETHER IN AN ACTION IN CONTRACTSPECIAL, TORT, PRODUCT LIABILITY, STRICT LIABILITY, STATUTE, LAW, EQUITY, OR OTHERWISE ARISING UNDER OR RELATED TO A SERVICE AGREEMENT FOR: (A) INDIRECTEXEMPLARY, INCIDENTAL, CONSEQUENTIALMULTIPLE, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES; DAMAGES (B) INCLUDING ANY DAMAGES RESULTING FROM ANY LOSS OF PROFITS OR REVENUE (OTHER THAN IN AN ACTION BY VENDOR TO RECOVER PAYMENT OF A PRICE OWED); OR (C) USE, LOSS OF REPUTATIONDATA, GOODWILLLOSS OF PROFITS, TIME, OPPORTUNITY, LOSS OF BUSINESS OR ACCESS TO DATAOTHER ECONOMIC LOSS) ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES. ADDITIONALLY, EXCEPT AS PROVIDED IN SECTION 18.2 OR AS OTHERWISE SPECIFICALLY PROVIDED FOR IN THE SERVICE AGREEMENT. As used in this Section 18AGGREGATE LIABILITY UNDER THE AGREEMENT OF DDC, “Party” includes a Party to this Master Agreement and its AffiliatesITS AFFILIATES AND ITS THIRD PARTIES, employeesON THE ONE HAND, agentsAND VENDOR AND VENDOR’S AFFILIATES, contractorsON THE OTHER HAND, and suppliers when acting in that capacity with respect to a Service Agreement (including, without limitation, any Purchase Order under a Service Agreement or any Adoption Agreement), and any Persons claiming by or through a Party to this Master Agreement. (b) Damages Cap EXCEPT AS PROVIDED IN SECTION 18.2(a)(ii), NEITHER PARTY WILL BE LIABLE EXPRESSLY LIMITED TO AN AMOUNT EQUAL TO THE OTHER, REGARDLESS OF THE FORMS OF ACTION THAT IMPOSE LIABILITY, FOR ANY AMOUNTS UNDER A SERVICE AGREEMENT GREATER THAN THE CHARGES AMOUNT PAID AND PAYABLE BY COMPANY VENDOR TO DDC UNDER THE SERVICE AGREEMENT FOR IN THE TWELVE (12) CONSECUTIVE MONTH PERIOD IMMEDIATELY PRECEDING MONTHS PRIOR TO THE DATE OF OCCURRENCE OF THE APPLICABLE EVENT, ACT OR OMISSION EVENT GIVING RISE TO THE LAST SUCH CLAIM LIABILITY. THE FOREGOING LIMITATIONS OF LIABILITY WILL NOT APPLY TO (the “Direct Damages Cap”)A) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER THE AGREEMENT, (B) DAMAGES AND LOSSES RESULTING FROM VENDOR’S BREACH OF THE RESTRICTIONS IN SECTION 5, OR (C) A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, INCLUDING WITH RESPECT TO A PARTY’S BREACH OF SECTION 9 (CONFIDENTIAL INFORMATION) OR APPLICABLE PRIVACY LAWS.

Liability Limitations. (a) Direct Damages NEITHER PARTY 4.1 NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, IN NO EVENT WILL AXONIQ, NOR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF THE SOFTWARE, INCLUDING AXONIQ LICENSORS, BE LIABLE TO THE OTHERFOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, BUSINESS, GOODWILL, REVENUE, DATA OR USE, INCURRED BY LICENSEE OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT, CONTRACT OR TORT, PRODUCT LIABILITY, STRICT LIABILITY, STATUTE, LAW, EQUITY, OR OTHERWISE ARISING UNDER OR RELATED TO A SERVICE AGREEMENT FOR: (A) INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES; (B) LOSS OF PROFITS OR REVENUE (OTHER THAN IN AN ACTION BY VENDOR TO RECOVER PAYMENT OF A PRICE OWED); OR (C) LOSS OF REPUTATION, GOODWILL, TIME, OPPORTUNITY, OR ACCESS TO DATA, EVEN IF SUCH PARTY AXONIQ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, EXCEPT AS PROVIDED IN SECTION 18.2 OR AS OTHERWISE SPECIFICALLY PROVIDED FOR IN THE SERVICE AGREEMENT. As used in this Section 18, “Party” includes a Party to this Master Agreement and its Affiliates, employees, agents, contractors, and suppliers when acting in that capacity with respect to a Service Agreement (including, without limitation, any Purchase Order under a Service Agreement or any Adoption Agreement), and any Persons claiming by or through a Party to this Master Agreement. (b) Damages Cap EXCEPT AS PROVIDED IN SECTION 18.2(a)(ii), NEITHER PARTY WILL BE LIABLE 4.2 NOTWITHSTANDING ANYTHING TO THE OTHERCONTRARY IN THIS AGREEMENT, REGARDLESS XXXXXX’S LIABILITY FOR DAMAGES AND EXPENSES HEREUNDER OR RELATING HERETO (WHETHER IN AN ACTION IN CONTRACT, TORT OR OTHERWISE OR WHETHER RELATED TO PARTICULAR SOFTWARE OR SOFTWARE SUPPORT SERVICES) WILL IN NO EVENT EXCEED THE AMOUNT OF ONE HUNDRED EURO. LICENSEE ACKNOWLEDGES THAT AXONIQ’S PRICING REFLECTS THE ALLOCATION OF RISKS, OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS AND THE LIMITATION OF LIABILITY HEREUNDER. 4.3 THE LIMITATIONS SET OUT IN THIS SECTION DO NOT APPLY IN CASE THE DAMAGE IS CAUSED BY THE WILLFUL INTENT OF GROSS NEGLIGENCE ON THE PART OF THE FORMS MANAGEMENT OF ACTION THAT IMPOSE LIABILITY, FOR ANY AMOUNTS UNDER A SERVICE AGREEMENT GREATER THAN THE CHARGES PAID AND PAYABLE BY COMPANY UNDER THE SERVICE AGREEMENT FOR THE TWELVE (12) CONSECUTIVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF OCCURRENCE OF THE APPLICABLE EVENT, ACT OR OMISSION GIVING RISE TO THE LAST SUCH CLAIM (the “Direct Damages Cap”)AXONIQ.

Liability Limitations. NOTWITHSTANDING ANYTHING CONTAINED HEREIN (aOR IN ANY SLA OR SIGNED ORDER FORM) Direct Damages NEITHER PARTY WILL BE LIABLE TO THE OTHERCONTRARY, WHETHER THE MAXIMUM LIABILITY AND OBLIGATION OF COMPANY AS A RESULT OF OR IN AN ACTION CONNECTION WITH THE DELIVERY OF ANY SERVICE HEREUNDER OR THE OBLIGATIONS HEREUNDER (INCLUDING WITHOUT LIMITATION, AS A RESULT OF ANY BREACH OF THIS AGREEMENT OR ANY GROSS NEGLIGENCE OF COMPANY) SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER TO COMPANY FOR THE ONE MONTH PERIOD IMMEDIATELY PRECEDING THE MONTH IN CONTRACTWHICH THE FIRST CLAIM AROSE; AND PROVIDED FURTHER THAT, TORTFOR THE AVOIDANCE OF ALL DOUBT, PRODUCT LIABILITY, STRICT LIABILITY, STATUTE, LAW, EQUITY, OR OTHERWISE ARISING UNDER OR RELATED TO A SERVICE AGREEMENT FOR: (A) INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES; (B) LOSS OF PROFITS OR REVENUE (OTHER THAN IN AN ACTION BY VENDOR CUSTOMER SHALL NOT BE ENTITLED TO RECOVER PAYMENT OF A PRICE OWED); OR (C) LOSS OF REPUTATION, GOODWILL, TIME, OPPORTUNITY, OR ACCESS TO DATA, EVEN IF SUCH PARTY HAS BEEN ADVISED ANY AMOUNT IN EXCESS OF THE POSSIBILITY AMOUNT ACTUALLY PAID BY CUSTOMER TO COMPANY FOR THE ONE (1) MONTH PERIOD IMMEDIATELY PRECEDING THE MONTH IN WHICH THE FIRST CLAIM AROSE IN CONNECTION WITH OR AS A RESULT OF SUCH LOSSES THE DELIVERY OF ANY SERVICES HEREUNDER OR DAMAGES, THE OBLIGATIONS HEREUNDER. EXCEPT AS PROVIDED FOR THE INDEMNIFICATION OBLIGATIONS SET FORTH UNDER SECTION 7(c) HEREOF AND SUBJECT TO THE OBLIGATIONS SET FORTH IN SECTION 18.2 OR AS OTHERWISE SPECIFICALLY PROVIDED FOR IN THE SERVICE AGREEMENT. As used in this Section 18, “Party” includes a Party to this Master Agreement and its Affiliates, employees, agents, contractors, and suppliers when acting in that capacity with respect to a Service Agreement (including, without limitation, any Purchase Order under a Service Agreement or any Adoption Agreement), and any Persons claiming by or through a Party to this Master Agreement. (b7(c) Damages Cap EXCEPT AS PROVIDED IN SECTION 18.2(a)(ii)HEREOF, NEITHER PARTY WILL BE LIABLE TO THE OTHER, REGARDLESS OF THE FORMS OF ACTION THAT IMPOSE LIABILITY, FOR ANY AMOUNTS UNDER DAMAGES FOR LOST PROFITS, LOST REVENUES, LOSS OF GOODWILL, LOSS OF ANTICIPATED SAVINGS, LOSS OF DATA, THE COST OF PURCHASING REPLACEMENT SERVICES, OR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES IN ANY WAY RELATED TO THIS AGREEMENT OR ANY ORDER. COMPANY WILL HAVE NO LIABILITY FOR ANY CLAIMS RELATING TO 911 OR OTHER EMERGENCY REFERRAL CALLS. COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS RESPECTING THE SERVICE, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A SERVICE AGREEMENT GREATER THAN THE CHARGES PAID AND PAYABLE BY COMPANY UNDER THE SERVICE AGREEMENT FOR THE TWELVE (12) CONSECUTIVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF OCCURRENCE OF THE APPLICABLE EVENT, ACT OR OMISSION GIVING RISE TO THE LAST SUCH CLAIM (the “Direct Damages Cap”)PARTICULAR PURPOSE.

Liability Limitations. (a) Direct Damages NEITHER PARTY (INCLUDING, IN THE CASE OF XTIME, ITS AFFILIATES) WILL BE LIABLE TO THE OTHEROTHER PARTY FOR ANY INDIRECT, WHETHER IN AN ACTION IN CONTRACTSPECIAL, TORT, PRODUCT LIABILITY, STRICT LIABILITY, STATUTE, LAW, EQUITY, OR OTHERWISE ARISING UNDER OR RELATED TO A SERVICE AGREEMENT FOR: (A) INDIRECTEXEMPLARY, INCIDENTAL, CONSEQUENTIALMULTIPLE, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES; DAMAGES (B) INCLUDING ANY DAMAGES RESULTING FROM ANY LOSS OF PROFITS OR REVENUE (OTHER THAN IN AN ACTION BY VENDOR TO RECOVER PAYMENT OF A PRICE OWED); OR (C) USE, LOSS OF REPUTATIONDATA, GOODWILLLOSS OF PROFITS, TIME, OPPORTUNITY, LOSS OF BUSINESS OR ACCESS TO DATAOTHER ECONOMIC LOSS) ARISING OUT OF OR IN CONNECTION WITH THE APPLICABLE PARTICIPATION FORM AND/OR THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, EXCEPT AS PROVIDED IN SECTION 18.2 OR AS OTHERWISE SPECIFICALLY PROVIDED FOR IN THE SERVICE AGREEMENT. As used in this Section 18, “Party” includes a Party to this Master Agreement and its Affiliates, employees, agents, contractors, and suppliers when acting in that capacity with respect to a Service Agreement (including, without limitation, any Purchase Order under a Service Agreement or any Adoption Agreement), and any Persons claiming by or through a Party to this Master Agreement. (b) Damages Cap EXCEPT AS PROVIDED IN SECTION 18.2(a)(ii), NEITHER PARTY WILL BE LIABLE TO THE OTHER, DAMAGES AND REGARDLESS OF THE FORMS FORM OF ACTION THAT IMPOSE OR THEORY OF LIABILITY (INCLUDING BREACH OF CONTRACT OR WARRANTY, EQUITY, STRICT LIABILITY, FOR ANY AMOUNTS TORT OR OTHERWISE). ADDITIONALLY, THE AGGREGATE LIABILITY UNDER A SERVICE THIS AGREEMENT GREATER THAN OF XTIME AND ITS AFFILIATES, ON THE CHARGES ONE HAND, AND PROVIDER, ON THE OTHER HAND, WILL BE EXPRESSLY LIMITED TO AN AMOUNT EQUAL TO THE AMOUNT PAID AND PAYABLE BY COMPANY PROVIDER TO XTIME UNDER THE SERVICE AGREEMENT FOR APPLICABLE PARTICIPATION FORM IN THE TWELVE (12) CONSECUTIVE MONTH PERIOD IMMEDIATELY PRECEDING MONTHS PRIOR TO THE DATE OF OCCURRENCE OF THE APPLICABLE EVENT, ACT OR OMISSION EVENT GIVING RISE TO THE LAST SUCH CLAIM LIABILITY. THE FOREGOING LIMITATIONS OF LIABILITY WILL NOT APPLY TO (the “Direct Damages Cap”)A) A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 9, (B) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9, (C) A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (D) A PARTY’S BREACH OF APPLICABLE PRIVACY LAWS.

Liability Limitations. (a) Direct Damages NEITHER PARTY WILL BE LIABLE TO THE OTHER, WHETHER IN AN ACTION IN CONTRACT, TORT, PRODUCT LIABILITY, STRICT LIABILITY, STATUTE, EXTENT PERMITTED BY LAW, EQUITY, IN NO EVENT SHALL THE TOTAL LIABILITY OF COMPANY OR OTHERWISE CUSTOMER TOGETHER WITH ALL OF THEIR RESPECTIVE AFFILIATES ARISING UNDER OUT OF OR RELATED TO THIS AGREEMENT EXCEED IN THE AGGREGATE THE FEES PAID BY CUSTOMER TO COMPANY FOR THE AFFECTED SERVICES IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRIOR TO THE MONTH IN WHICH THE CLAIM AROSE. CUSTOMERS SOLE REMEDY FOR FAILURE OR NON-PERFORMANCE OF THE SERVICE OR EQUIPMENT TO MEET THE PERFORMANCE OR SERVICE LEVELS WILL BE TO RECEIVE A SERVICE AGREEMENT FOR: (A) CREDIT AS SET OUT IN APPLICLE SCHEDULE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, ANY SCHEDULE, OR ANY OTHER APPLICABLE TERMS, IN NO EVENT SHALL EITHER PARTY BE RESPONSIBLE TO THE OTHER FOR INCIDENTAL, INDIRECT, INCIDENTAL, CONSEQUENTIALPUNITIVE, SPECIAL, EXEMPLARY, OR PUNITIVE CONSEQUENTIAL DAMAGES; (B) , INCLUDIN G, BUT NOT LIMITED TO, LOST PROFITS, LOST REVENUE, LOSS OF PROFITS DATA, THE COST OF SUBSTITUTE SERVICES OR REVENUE (OTHER THAN DIMINUTION IN AN ACTION BY VENDOR TO RECOVER PAYMENT OF A PRICE OWED); OR (C) LOSS OF REPUTATION, GOODWILL, TIME, OPPORTUNITY, OR ACCESS TO DATAOF THE OTHER PARTY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, EXCEPT AS PROVIDED . NOTHING IN SECTION 18.2 OR AS OTHERWISE SPECIFICALLY PROVIDED FOR IN THIS CLAUSE SHALL LIMIT THE SERVICE AGREEMENT. As used in this Section 18, “Party” includes a Party to this Master Agreement and its Affiliates, employees, agents, contractors, and suppliers when acting in that capacity with respect to a Service Agreement (including, without limitation, any Purchase Order under a Service Agreement or any Adoption Agreement), and any Persons claiming by or through a Party to this Master AgreementLIABILITY OF CUSTOMER TO PAY THE CHARGES. (b) Damages Cap EXCEPT AS PROVIDED IN SECTION 18.2(a)(ii), NEITHER PARTY WILL BE LIABLE TO THE OTHER, REGARDLESS OF THE FORMS OF ACTION THAT IMPOSE LIABILITY, FOR ANY AMOUNTS UNDER A SERVICE AGREEMENT GREATER THAN THE CHARGES PAID AND PAYABLE BY COMPANY UNDER THE SERVICE AGREEMENT FOR THE TWELVE (12) CONSECUTIVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF OCCURRENCE OF THE APPLICABLE EVENT, ACT OR OMISSION GIVING RISE TO THE LAST SUCH CLAIM (the “Direct Damages Cap”).

Liability Limitations. (a) Direct Damages NEITHER PARTY (INCLUDING, IN THE CASE OF XTIME, ITS AFFILIATES) WILL BE LIABLE TO THE OTHEROTHER PARTY FOR ANYINDIRECT, WHETHER IN AN ACTION IN CONTRACTSPECIAL, TORT, PRODUCT LIABILITY, STRICT LIABILITY, STATUTE, LAW, EQUITY, OR OTHERWISE ARISING UNDER OR RELATED TO A SERVICE AGREEMENT FOR: (A) INDIRECTEXEMPLARY, INCIDENTAL, CONSEQUENTIALMULTIPLE, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES; DAMAGES (B) INCLUDING ANY DAMAGES RESULTING FROM ANY LOSS OF PROFITS OR REVENUE (OTHER THAN IN AN ACTION BY VENDOR TO RECOVER PAYMENT OF A PRICE OWED); OR (C) USE, LOSS OF REPUTATIONDATA, GOODWILLLOSS OF PROFITS, TIME, OPPORTUNITY, LOSS OF BUSINESS OR ACCESS TO DATAOTHER ECONOMIC LOSS) ARISING OUT OF OR IN CONNECTION WITH THE APPLICABLE PARTICIPATION FORM AND/OR THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, EXCEPT AS PROVIDED IN SECTION 18.2 OR AS OTHERWISE SPECIFICALLY PROVIDED FOR IN THE SERVICE AGREEMENT. As used in this Section 18, “Party” includes a Party to this Master Agreement and its Affiliates, employees, agents, contractors, and suppliers when acting in that capacity with respect to a Service Agreement (including, without limitation, any Purchase Order under a Service Agreement or any Adoption Agreement), and any Persons claiming by or through a Party to this Master Agreement. (b) Damages Cap EXCEPT AS PROVIDED IN SECTION 18.2(a)(ii), NEITHER PARTY WILL BE LIABLE TO THE OTHER, DAMAGES AND REGARDLESS OF THE FORMS FORM OF ACTION THAT IMPOSE OR THEORY OF LIABILITY (INCLUDING BREACH OF CONTRACT OR WARRANTY, EQUITY, STRICT LIABILITY, FOR ANY AMOUNTS TORT OR OTHERWISE). ADDITIONALLY, THE AGGREGATE LIABILITY UNDER A SERVICE THIS AGREEMENT GREATER THAN OF XTIME AND ITS AFFILIATES, ON THE CHARGES ONE HAND, AND PROVIDER, ON THE OTHER HAND, WILL BE EXPRESSLY LIMITED TO AN AMOUNT EQUAL TO THE AMOUNT PAID AND PAYABLE BY COMPANY PROVIDER TO XTIME UNDER THE SERVICE AGREEMENT FOR APPLICABLE PARTICIPATION FORM IN THE TWELVE (12) CONSECUTIVE MONTH PERIOD IMMEDIATELY PRECEDING MONTHS PRIOR TO THE DATE OF OCCURRENCE OF THE APPLICABLE EVENT, ACT OR OMISSION EVENT GIVING RISE TO THE LAST SUCH CLAIM LIABILITY. THE FOREGOING LIMITATIONS OF LIABILITY WILL NOT APPLY TO (the “Direct Damages Cap”)A) A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 9, (B) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9, (C) A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (D) A PARTY’S BREACH OF APPLICABLE PRIVACY LAWS.

Liability Limitations. (a) Direct Damages Without limiting SUBCONTRACTOR's obligations to the Owner under the Prime Contract, this Article shall apply notwithstanding any other provision of this AGREEMENT to the contrary: NEITHER PARTY WILL HERETO SHALL BE LIABLE TO THE OTHEROTHER OR ITS AFFILIATES IN ANY ACTION OR CLAIM FOR BUSINESS INTERRUPTION, WHETHER IN AN ACTION IN CONTRACTLOSS OF PROFIT, TORTLOSS OF PRODUCT, PRODUCT LIABILITY, STRICT LIABILITY, STATUTE, LAW, EQUITYLOSS OF USE, OR OTHERWISE ARISING UNDER OR RELATED TO A SERVICE AGREEMENT FOR: (A) FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE SPECIAL DAMAGES; (B) LOSS OF PROFITS OR REVENUE (OTHER THAN IN AN ACTION BY VENDOR TO RECOVER PAYMENT OF A PRICE OWED); OR (C) LOSS OF REPUTATION, GOODWILL, TIME, OPPORTUNITY, OR ACCESS TO DATA, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES DAMAGES. THE FOREGOING SHALL BE APPLICABLE EVEN IF THE LIABILITY ASSERTED IS BASED ON NEGLIGENCE (WHETHER ACTIVE OR DAMAGESPASSIVE) OR OTHER FAULT OR STRICT LIABILITY, EXCEPT AS PROVIDED AND REGARDLESS OF WHETHER THE ACTION OR CLAIM IS BASED IN SECTION 18.2 CONTRACT, TORT, STATUTE OR AS OTHERWISE SPECIFICALLY PROVIDED OTHERWISE. ANY LIMITATION ON OR EXCULPATION FROM LIABILITY AFFORDED A PARTY BY THIS AGREEMENT SHALL CONSTITUTE AN AGGREGATE LIMIT ON THE LIABILITY OF ONE PARTY TO THE OTHER AND ITS AFFILIATES, AND SHALL LIKEWISE LIMIT THE LIABILITY OF A PARTY'S AFFILIATES, SUBCONTRACTORS AND VENDORS OF ANY TIER, AND THEIR RESPECTIVE OFFICERS, AGENTS AND EMPLOYEES. FOR IN THE SERVICE AGREEMENTPURPOSES OF THIS ARTICLE, AN "AFFILIATE" OF A PARTY INCLUDES ANY PARENT, SUBSIDIARY OR AFFILIATED CORPORATION, PARTNERSHIP OR OTHER LEGAL ENTITY, AND ITS AND THEIR OFFICERS, AGENTS, EMPLOYEES AND INSURERS. As used Except as expressly provided in this Section 18Article, “Party” includes there are no third-party beneficiaries of this Agreement. This Agreement does not create or confer any legal claim or cause of action in favor of any Party not a Party signatory to this Master Agreement and its Affiliatesthe obligations and legal duties imposed on any Party by this Agreement are owed exclusively to the other Party or Parties and are not owed to any Party not a signatory to this Agreement. GENERAL CONTRACTOR and SUBCONTRACTOR shall each obtain endorsements on all insurance applicable to this project, employeeswhich shall waive all rights of subrogation against the other party, agents, contractorstheir affiliates, and suppliers when acting in that capacity with respect to a Service Agreement (including, without limitation, their other SUBCONTRACTORs and vendors of any Purchase Order under a Service Agreement or any Adoption Agreement), and any Persons claiming by or through a Party to this Master Agreementtier. (b) Damages Cap EXCEPT AS PROVIDED IN SECTION 18.2(a)(ii), NEITHER PARTY WILL BE LIABLE TO THE OTHER, REGARDLESS OF THE FORMS OF ACTION THAT IMPOSE LIABILITY, FOR ANY AMOUNTS UNDER A SERVICE AGREEMENT GREATER THAN THE CHARGES PAID AND PAYABLE BY COMPANY UNDER THE SERVICE AGREEMENT FOR THE TWELVE (12) CONSECUTIVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF OCCURRENCE OF THE APPLICABLE EVENT, ACT OR OMISSION GIVING RISE TO THE LAST SUCH CLAIM (the “Direct Damages Cap”).

Liability Limitations. (a) Direct Damages NEITHER PARTY UNDER NO CIRCUMSTANCES WILL AZ SELLER BE LIABLE TO THE OTHER, WHETHER IN AN ACTION IN CONTRACT, TORT, PRODUCT LIABILITY, STRICT LIABILITY, STATUTE, LAW, EQUITY, OR OTHERWISE ARISING UNDER OR RELATED TO A SERVICE AGREEMENT FOR: (A) INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES; (B) LOSS OF PROFITS REVENUE; LOSS OF DATA; LOSS OR REVENUE (OTHER THAN IN AN ACTION BY VENDOR TO RECOVER PAYMENT LEVEL OF A PRICE OWED)INVENTORY OR ITS EFFECT ON PRICING; LOSS OF ACTUAL OR (C) ANTICIPATED PROFITS; LOSS OF CONTRACTS; LOSS OF THE USE OF MONEY; LOSS OF ANTICIPATED SAVINGS; LOSS OF BUSINESS; LOSS OF OPPORTUNITY; LOSS OF GOODWILL; LOSS OF REPUTATION, GOODWILL, TIME, OPPORTUNITY; LOSS OF, OR ACCESS CONSEQUENTIAL OR INDIRECT LOSS OR SPECIAL, PUNITIVE, OR INCIDENTAL DAMAGES (INCLUDING, FOR THE AVOIDANCE OF DOUBT, WHERE SUCH LOSS OR DAMAGE IS ALSO OF A CATEGORY OF LOSS OR DAMAGE ALREADY LISTED), WHETHER FORESEEABLE OR UNFORESEEABLE, BASED ON CLAIMS BY CUSTOMER OR ANY THIRD PARTY ARISING OUT OF ANY BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY CONDITIONS OR OTHER TERM, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, OTHER LIABILITY IN TORT, FAILURE OF ANY REMEDY TO DATAACHIEVE ITS ESSENTIAL PURPOSE, EVEN IF SUCH OR OTHERWISE. AZ SELLER IS NOT LIABLE TO CUSTOMER OR ANY THIRD PARTY HAS BEEN ADVISED FOR THE FAILURE OF A PERSON TO ENTER INTO A TRANSACTION BY MEANS OF CUSTOMER’S USE OF THE POSSIBILITY OF SUCH LOSSES SERVICES, TECHNOLOGY, ANY MODULE (OR DAMAGES, EXCEPT AS PROVIDED IN SECTION 18.2 OTHER SOFTWARE LICENSED) OR AS OTHERWISE SPECIFICALLY PROVIDED FOR IN THE SERVICE AGREEMENT. As used in this Section 18, “Party” includes a Party to this Master Agreement and its Affiliates, employees, agents, contractors, and suppliers when acting in that capacity with respect to a Service Agreement (including, without limitation, any Purchase Order under a Service Agreement or any Adoption Agreement), and any Persons claiming by or through a Party to this Master AgreementSERVICES. (b) Damages Cap EXCEPT AS PROVIDED IN SECTION 18.2(a)(ii), NEITHER PARTY WILL BE LIABLE TO THE OTHER, REGARDLESS OF THE FORMS OF ACTION THAT IMPOSE LIABILITY, FOR ANY AMOUNTS UNDER A SERVICE AGREEMENT GREATER THAN THE CHARGES PAID AND PAYABLE BY COMPANY UNDER THE SERVICE AGREEMENT FOR THE TWELVE (12) CONSECUTIVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF OCCURRENCE OF THE APPLICABLE EVENT, ACT OR OMISSION GIVING RISE TO THE LAST SUCH CLAIM (the “Direct Damages Cap”).

Liability Limitations. (a) Direct Damages NEITHER PARTY EXCEPT FOR THE INDEMNIFICATION PROVISIONS PROVIDED HEREIN, IN NO EVENT WILL BE LIABLE TO LIQUIDWARE’S AND ITS SUPPLIERS’ AGGREGATE LIABILITY FOR ANY DAMAGES REGARDLESS OF THE OTHERFORM OF ACTION, WHETHER IN AN ACTION IN BASED ON CONTRACT, TORT, PRODUCT LIABILITYNEGLIGENCE, STRICT LIABILITY, STATUTEPRODUCTS LIABILITY OR OTHERWISE, LAW, EQUITY, OR OTHERWISE ARISING UNDER OR RELATED EVER EXCEED THE FEES PAID BY DISTRIBUTOR DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO A SERVICE AGREEMENT FOR: (A) INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES; (B) LOSS OF PROFITS OR REVENUE (OTHER THAN IN AN ACTION BY VENDOR TO RECOVER PAYMENT OF A PRICE OWED); OR (C) LOSS OF REPUTATION, GOODWILL, TIME, OPPORTUNITY, OR ACCESS TO DATA, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, EXCEPT AS PROVIDED IN SECTION 18.2 OR AS OTHERWISE SPECIFICALLY PROVIDED FOR IN THE SERVICE AGREEMENT. As used in this Section 18, “Party” includes a Party to this Master Agreement and its Affiliates, employees, agents, contractors, and suppliers when acting in that capacity with respect to a Service Agreement (including, without limitation, any Purchase Order under a Service Agreement or any Adoption Agreement), and any Persons claiming by or through a Party to this Master AgreementCLAIM. (b) Damages Cap EXCEPT AS PROVIDED IN SECTION 18.2(a)(ii), NEITHER PARTY NO EVENT WILL LIQUIDWARE AND/OR ITS SUPPLIERS BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, REVENUE, PROFITS, GOODWILL, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH AN ORDER OR RESULTING FROM THE USE OF OR INABILITY TO USE THE OTHERLICENSED SOFTWARE, REGARDLESS INCLUDING THE FAILURE OF ESSENTIAL PURPOSE, EVEN IF LIQUIDWARE AND/OR ITS SUPPLIERS HAVE BEEN PREVIOUSLY ADVISED OF THE FORMS POSSIBILITY OR LIKELIHOOD OF ACTION THAT IMPOSE THE DAMAGES OCCURRING, AND WHETHER THE LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, FOR ANY AMOUNTS UNDER A SERVICE AGREEMENT GREATER THAN THE CHARGES PAID AND PAYABLE BY COMPANY UNDER THE SERVICE AGREEMENT FOR THE TWELVE PRODUCTS LIABILITY OR OTHERWISE. (12c) CONSECUTIVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF OCCURRENCE OF THE APPLICABLE EVENTThe limitations above in this Section do not apply to a situation if, ACT OR OMISSION GIVING RISE TO THE LAST SUCH CLAIM (and only to the “Direct Damages Cap”)extent that, the limitations cannot under applicable laws limit the liability of Liquidware in that situation.

Liability Limitations. (a) Direct Damages NEITHER PARTY WILL EXCEPT AS EXPRESSLY SPECIFIED HEREIN, IN NO EVENT SHALL THE PerkWiz PARTIES BE LIABLE TO THE OTHERFOR ANY INJURIES, LOSSES, CLAIMS, OR DIRECT DAMAGES OR ANY SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER IN AN ACTION BASED IN CONTRACT, TORT, PRODUCT LIABILITYOR OTHERWISE, STRICT LIABILITY, STATUTE, LAW, EQUITY, OR OTHERWISE ARISING UNDER OR RELATED TO A SERVICE AGREEMENT FOR: (A) INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES; (B) LOSS OF PROFITS OR REVENUE (OTHER THAN IN AN ACTION BY VENDOR TO RECOVER PAYMENT OF A PRICE OWED); OR (C) LOSS OF REPUTATION, GOODWILL, TIME, OPPORTUNITY, OR ACCESS TO DATA, AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES DAMAGES, WHICH ARISE OUT OF OR DAMAGESARE ANY WAY CONNECTED WITH (1) THIS AGREEMENT (INCLUDING ANY CHANGES THERETO), (2) ANY USE OF THE PerkWiz SITES, SERVICES, THE PerkWiz CONTENT, OR THE USER CONTENT, (3) ANY FAILURE OR DELAY (INCLUDING, BUT NOT LIMITED TO, THE USE OR INABILITY TO USE ANY COMPONENT OF ANY OF THE SERVICES), OR (4) YOUR VISIT TO ANY RESTAURANT OR THE PERFORMANCE, NON-PERFORMANCE, CONDUCT, OR POLICIES OF ANY RESTAURANT OR MERCHANT IN CONNECTION WITH THE SERVICES. IN ADDITION, YOU SPECIFICALLY UNDERSTAND AND AGREE THAT ANY THIRD PARTY DIRECTING YOU TO THE PerkWiz SITE BY REFERRAL, LINK, OR ANY OTHER MEANS IS NOT LIABLE TO USER FOR ANY REASON WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DAMAGES OR LOSS ASSOCIATED WITH THE USE OF THE SERVICES OR THE PerkWiz CONTENT. PerkWiz IS NEITHER AN AGENT OF NOR OTHERWISE ASSOCIATED WITH ANY RESTAURANT FOR WHICH A USER HAS MADE A RESERVATION, CLAIMED AN OFFER OR PROMOTION, OR PAID A BILL USING THE PAYMENT SERVICES OR ANY MERCHANT THAT ISSUES A MERCHANT GIFT CARD. IF YOU ARE A RESIDENT OF THE UK OR EU, THE LIMITATION OF LIABILITY IN THIS AGREEMENT SHALL NOT APPLY TO ANY DAMAGE ARISING FROM OUR WILLFUL MISCONDUCT AND GROSS NEGLIGENCE, NOR SHALL IT APPLY TO DAMAGE FROM INJURY TO LIFE, BODY OR HEALTH. IF THE DISCLAIMER OF DIRECT DAMAGES ABOVE IS NOT ENFORCEABLE AT LAW, EXCEPT AS PROVIDED IN SECTION 18.2 OR AS OTHERWISE SPECIFICALLY PROVIDED FOR EXPRESSLY SET FORTH IN THE SERVICE AGREEMENTGIFT CARD TERMS, YOU EXPRESSLY AGREE THAT OUR LIABILITY TO YOU (FOR AY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION) WILL AT ALL TIMES BE LIMITED TO FIFTY US DOLLARS ($50). As used You and XxxxXxx understand and agree that the disclaimers, exclusions, and limitations in this Section 18, “Party” includes a Party to 19 and in Section 20 are essential elements of this Master Agreement and that they represent a reasonable allocation of risk. In particular, you understand that XxxxXxx would be unable to make the Services available to you except on these terms and agree that this Agreement will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its Affiliates, employees, agents, contractors, and suppliers when acting in that capacity with respect to a Service Agreement (including, without limitation, any Purchase Order under a Service Agreement or any Adoption Agreement), and any Persons claiming by or through a Party to this Master Agreementessential purpose. (b) Damages Cap EXCEPT AS PROVIDED IN SECTION 18.2(a)(ii), NEITHER PARTY WILL BE LIABLE TO THE OTHER, REGARDLESS OF THE FORMS OF ACTION THAT IMPOSE LIABILITY, FOR ANY AMOUNTS UNDER A SERVICE AGREEMENT GREATER THAN THE CHARGES PAID AND PAYABLE BY COMPANY UNDER THE SERVICE AGREEMENT FOR THE TWELVE (12) CONSECUTIVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF OCCURRENCE OF THE APPLICABLE EVENT, ACT OR OMISSION GIVING RISE TO THE LAST SUCH CLAIM (the “Direct Damages Cap”).

Liability Limitations. (a) Direct Damages NEITHER PARTY A. Dishonored Reservations. IF A PROVIDER DOES NOT HONOR A RESERVATION BOOKED THROUGH THE SYSTEM DUE TO OVER SALE OR LACK OF A RECORD OF THE RESERVATION, THE SOLE REMEDY WILL BE LIABLE AS SET FORTH IN THE PROVIDER’S TARIFF OR THE PROVIDER’S APPLICABLE POLICIES AND PROCEDURES. B. Limitation of Liability. EXCEPT FOR (A) ACCRUED SUMS EXPRESSLY OWED UNDER THIS AGREEMENT BY EITHER PARTY TO THE OTHER, WHETHER IN AN ACTION IN CONTRACT, TORT, PRODUCT LIABILITY, STRICT LIABILITY, STATUTE, LAW, EQUITY, OR OTHERWISE ARISING UNDER OR RELATED TO A SERVICE AGREEMENT FOR: (A) INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES; (B) LOSS OF PROFITS OR REVENUE (OTHER THAN IN AN ACTION BY VENDOR TO RECOVER PAYMENT OF A PRICE OWED)ANY EXPRESS INDEMNITY OBLIGATIONS HEREIN; OR (C) LOSS ANY PAYMENT OBLIGATIONS PURSUANT TO AN EXHIBIT; AND (D) DIRECT DAMAGES FOR BREACHES OF REPUTATIONCONFIDENTIALITY, GOODWILL, TIME, OPPORTUNITY, GROSS NEGLIGENCE OR ACCESS TO DATA, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, EXCEPT AS PROVIDED IN SECTION 18.2 OR AS OTHERWISE SPECIFICALLY PROVIDED FOR IN THE SERVICE AGREEMENT. As used in this Section 18, “Party” includes a Party to this Master Agreement and its Affiliates, employees, agents, contractors, and suppliers when acting in that capacity with respect to a Service Agreement (including, without limitation, any Purchase Order under a Service Agreement or any Adoption Agreement), and any Persons claiming by or through a Party to this Master Agreement. (b) Damages Cap EXCEPT AS PROVIDED IN SECTION 18.2(a)(ii)WILFUL MISCONDUCT, NEITHER PARTY WILL BE LIABLE TO THE OTHER, REGARDLESS UNDER ANY THEORY OF LIABILITY OR ANY FORM OF ACTION FOR ANY OTHER DAMAGE INCLUDING LOSS OF PROFITS OR BUSINESS OR ANY INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT, CONSEQUENTIAL, INTEREST, REVENUE, SAVINGS OR ANY OTHER ECONOMIC LOSS, OR THE COMPILATION, COMMUNICATION, DELIVERY OR LOSS OF USE OF ANY DATA, EVEN IF THE DEFAULTING PARTY HAD BEEN ADVISED OF, KNEW, OR SHOULD HAVE KNOWN OF THE FORMS POSSIBILITY THEREOF. C. PARTY A OPERATES AS THE REPRESENTATIVE OF ACTION THAT IMPOSE LIABILITYPARTY B AND FUNCTIONS AS AN AUTONOMOUS INTERMEDIARY IN THE ARRANGEMENT OF BOOKINGS. AS SUCH, IT IS NOT RESPONSIBLE FOR ANY AMOUNTS UNDER A SERVICE AGREEMENT GREATER THAN ACTIONS, FAILURES, VIOLATIONS, OR NEGLIGENCE COMMITTED BY ANY INDEPENDENT ENTITIES, NOR FOR ANY RESULTING HARM OR COSTS. THIS INCLUDES, BUT IS NOT LIMITED TO, XXXXX ARISING FROM DEATH, INJURY, SICKNESS, DAMAGE, LOSS, ACCIDENTS, THEFT, DELAYS, OR ANY OTHER DISCREPANCIES OR QUALITY ISSUES (SUCH AS DELAYS, OVERBOOKINGS, ETC.). THESE ISSUES MAY OCCUR EITHER DIRECTLY OR INDIRECTLY DUE TO THE CHARGES PAID AND PAYABLE BY COMPANY UNDER THE SERVICE AGREEMENT FOR THE TWELVE (12) CONSECUTIVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF OCCURRENCE PROVISION OF THE APPLICABLE EVENT, ACT OR OMISSION GIVING RISE TO THE LAST SUCH CLAIM (the “Direct Damages Cap”)BOOKINGS BY PROVIDERS THAT HAVE BEEN ENGAGED THROUGH.

Liability Limitations. (a) Direct Damages NEITHER PARTY (INCLUDING, IN THE CASE OF XTIME, ITS AFFILIATES) WILL BE LIABLE TO THE OTHEROTHER PARTY FOR ANY INDIRECT, WHETHER IN AN ACTION IN CONTRACTSPECIAL, TORT, PRODUCT LIABILITY, STRICT LIABILITY, STATUTE, LAW, EQUITY, OR OTHERWISE ARISING UNDER OR RELATED TO A SERVICE AGREEMENT FOR: (A) INDIRECTEXEMPLARY, INCIDENTAL, CONSEQUENTIALMULTIPLE, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES; DAMAGES (B) INCLUDING ANY DAMAGES RESULTING FROM ANY LOSS OF PROFITS OR REVENUE (OTHER THAN IN AN ACTION BY VENDOR TO RECOVER PAYMENT OF A PRICE OWED); OR (C) USE, LOSS OF REPUTATIONDATA, GOODWILLLOSS OF PROFITS, TIME, OPPORTUNITY, LOSS OF BUSINESS OR ACCESS TO DATAOTHER ECONOMIC LOSS) ARISING OUT OF OR IN CONNECTION WITH THE APPLICABLE PARTICIPATION FORM AND/OR THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, EXCEPT AS PROVIDED IN SECTION 18.2 OR AS OTHERWISE SPECIFICALLY PROVIDED FOR IN THE SERVICE AGREEMENT. As used in this Section 18, “Party” includes a Party to this Master Agreement and its Affiliates, employees, agents, contractors, and suppliers when acting in that capacity with respect to a Service Agreement (including, without limitation, any Purchase Order under a Service Agreement or any Adoption Agreement), and any Persons claiming by or through a Party to this Master Agreement. (b) Damages Cap EXCEPT AS PROVIDED IN SECTION 18.2(a)(ii), NEITHER PARTY WILL BE LIABLE TO THE OTHER, DAMAGES AND REGARDLESS OF THE FORMS FORM OF ACTION THAT IMPOSE OR THEORY OF LIABILITY (INCLUDING BREACH OF CONTRACT OR WARRANTY, EQUITY, STRICT LIABILITY, FOR ANY AMOUNTS TORT OR OTHERWISE). ADDITIONALLY, THE AGGREGATE LIABILITY UNDER A SERVICE THIS AGREEMENT GREATER THAN OF XTIME AND ITS AFFILIATES, ON THE CHARGES ONE HAND, AND PROVIDER, ON THE OTHER HAND, WILL BE EXPRESSLY LIMITED TO AN AMOUNT EQUAL TO THE AMOUNT PAID AND PAYABLE BY COMPANY PROVIDER TO XTIME UNDER THE SERVICE AGREEMENT FOR APPLICABLE PARTICIPATION FORM IN THE TWELVE (12) CONSECUTIVE MONTH PERIOD IMMEDIATELY PRECEDING MONTHS PRIOR TO THE DATE OF OCCURRENCE OF THE APPLICABLE EVENT, ACT OR OMISSION EVENT GIVING RISE TO THE LAST SUCH CLAIM LIABILITY. THE FOREGOING LIMITATIONS OF LIABILITY WILL NOT APPLY TO (the “Direct Damages Cap”)A) A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 9, (B) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10, (C) A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (D) A PARTY’S BREACH OF APPLICABLE PRIVACY LAWS.

Liability Limitations. (a) Direct Damages NEITHER PARTY WITH THE SOLE EXCEPTION OF THE EXPRESS TERMS OF ANY SERVICE-LEVEL GUARANTEE OR “MONEY BACK” GUARANTEE THEN IN EFFECT, THE APPLICATION, AND ALL OF ITS RELATED MATERIAL, IS MADE AVAILABLE “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE.” REAXIUM MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND WITH RESPECT TO THE APPLICATION, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANT-ABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, EACH OF WHICH IS HEREBY EXPRESSLY DISCLAIMED. THERE IS NO GUARANTEE THAT ACCESS TO THE APPLICATION WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY DEFECTS WILL BE CORRECTED. REAXIUM IS NOT LIABLE TO THE OTHER, WHETHER IN AN ACTION IN CONTRACT, TORT, PRODUCT LIABILITY, STRICT LIABILITY, STATUTE, LAW, EQUITYFOR DAMAGES ARISING OUT OF, OR OTHERWISE ARISING UNDER IN CONNECTION WITH, THE USE OF, OR RELATED THE INABILITY TO A SERVICE AGREEMENT FOR: (A) USE, THE SERVICE. REAXIUM IS NOT LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, SPECIALPUNITIVE, OR PUNITIVE DAMAGES; (B) LOSS EXEMPLARY DAMAGES ARISING FROM OR RELATING TO THE SERVICE. THE MAXIMUM LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF PROFITS OR REVENUE (OTHER THAN IN AN ACTION RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY VENDOR YOU TO RECOVER PAYMENT REAXIUM FOR YOUR SUBSCRIPTION DURING THE 12 MONTHS PRIOR TO THE INCIDENT. THE FOREGOING LIMITATION OF A PRICE OWED); OR (C) LOSS OF REPUTATION, GOODWILL, TIME, OPPORTUNITY, OR ACCESS TO DATA, LIABILITY SHALL APPLY EVEN IF SUCH PARTY HAS REAXIUM HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, EXCEPT AS PROVIDED IN SECTION 18.2 KNEW OF THE POSSIBILITY, OR AS OTHERWISE SPECIFICALLY PROVIDED FOR IN SHOULD HAVE KNOWN OF THE SERVICE AGREEMENT. As used in this Section 18, “Party” includes a Party to this Master Agreement and its Affiliates, employees, agents, contractors, and suppliers when acting in that capacity with respect to a Service Agreement (including, without limitation, any Purchase Order under a Service Agreement or any Adoption Agreement), and any Persons claiming by or through a Party to this Master Agreement. (b) Damages Cap EXCEPT AS PROVIDED IN SECTION 18.2(a)(ii), NEITHER PARTY WILL BE LIABLE TO THE OTHERPOSSIBILITY, REGARDLESS OF THE FORMS OF ACTION THAT IMPOSE LIABILITYHOW SUCH DAMAGES MAY HAVE ARISEN, FOR ANY AMOUNTS UNDER A SERVICE AGREEMENT GREATER THAN THE CHARGES PAID AND PAYABLE BY COMPANY UNDER THE SERVICE AGREEMENT FOR THE TWELVE (12) CONSECUTIVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF OCCURRENCE REGARDLESS OF THE LEGAL OR EQUITABLE THEORY UPON WHICH A CLAIM IS BASED. From time to time we may provide functionality that facilitates access to, or integrates with, other third-party applications or services (e.g. synchronization with your associated organization’s website or servers). You give us the right to use Subscriber Data as required for the normal interaction and inter-operation of our App with the third-party application. We do not assume any responsibility for the operation or support of such application, the terms and conditions for use of those services – including important terms and conditions which may relate to their use of Subscriber Data - are set by the respective providers. THE WARRANTY LIMITATIONS, DISCLAIMERS, AND OTHER LEGAL PROTECTIONS APPLICABLE EVENTTO REAXIUM HEREIN MAY BE ASSERTED IN FULL BY ITS PARENT, ACT OR OMISSION GIVING RISE TO THE LAST DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND AFFILIATED COMPANIES, AND EACH ARE INTENDED THIRD-PARTY BENEFICIARIES OF SUCH CLAIM (the “Direct Damages Cap”)PROTECTIONS.

Liability Limitations. WITH THE SOLE EXCEPTION OF THE LIMITED WARRANTY PROVIDED IN SECTION 8, THE SOFTWARE AND ALL SERVICES HEREUNDER ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND TO CUSTOMER OR ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS OR IMPLIED WARRANTIES (aI) Direct Damages OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (II) OF INFORMATIONAL CONTENT OR ACCURACY; (III) OF NON-INFRINGEMENT; (IV) OF QUIET ENJOYMENT; (V) OF TITLE; (VI) THAT THE SOFTWARE WILL OPERATE ERROR FREE, OR IN AN UNINTERRUPTED FASHION; (VII) THAT ANY DEFECTS OR ERRORS IN THE SOFTWARE WILL BE CORRECTED; OR (VIII) THAT THE SOFTWARE IS COMPATIBLE WITH ANY PARTICULAR HARDWARE OR SOFTWARE PLATFORM. EFFORTS BY LICENSOR TO MODIFY THE SOFTWARE SHALL NOT BE DEEMED A WAIVER OF THESE LIMITATIONS. NEITHER PARTY WILL LICENSOR NOR ANY OF ITS SUPPLIERS OR RESELLERS SHALL BE LIABLE TO THE OTHER, WHETHER IN AN ACTION IN CONTRACT, TORT, PRODUCT LIABILITY, STRICT LIABILITY, STATUTE, LAW, EQUITY, CUSTOMER OR OTHERWISE ARISING UNDER OR RELATED TO A SERVICE AGREEMENT FOR: (A) INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES; (B) ANY THIRD PARTY FOR ANY LOSS OF PROFITS OR REVENUE (OTHER THAN IN AN ACTION BY VENDOR TO RECOVER PAYMENT OF A PRICE OWED); OR (C) REVENUE, LOSS OF REPUTATIONUSE, INTERRUPTION OF BUSINESS, LOSS OF GOODWILL, TIME, OPPORTUNITYLOSS OF ANTICIPATED SAVINGS, OR ACCESS TO DATAANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHETHER UNDER THIS LICENSE OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN LICENSOR OR ITS SUPPLIERS OR RESELLERS WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES DAMAGES OR DAMAGESWAS NEGLIGENT. IN ANY EVENT, EXCEPT AS PROVIDED LICENSOR’S SOLE AND EXCLUSIVE LIABILITY FOR BREACH OF THIS WARRANTY SHALL BE, AT LICENSOR’S SOLE DISCRETION, (A) REPLACEMENT OF SOFTWARE OR SERVICE IF AT ANY TIME THE SOFTWARE OR SERVICE DOES NOT CONFORM TO THE WARRANTY IN SECTION 18.2 8 OR AS OTHERWISE SPECIFICALLY PROVIDED (B) A PRORATED REFUND. EXCEPT FOR IN LICENSOR’S INDEMNIFICATION OBLIGATIONS HEREUNDER, LICENSOR’S ENTIRE, CUMULATIVE LIABILITY FOR MONEY DAMAGES ARISING OUT OF THIS AGREEMENT AND/OR THE SERVICE AGREEMENT. As used in this Section 18, “Party” includes a Party to this Master Agreement and its Affiliates, employees, agents, contractors, and suppliers when acting in that capacity with respect to a Service Agreement (including, without limitation, any Purchase Order under a Service Agreement or any Adoption Agreement), and any Persons claiming by or through a Party to this Master Agreement. (b) Damages Cap EXCEPT AS PROVIDED IN SECTION 18.2(a)(ii), NEITHER PARTY WILL BE LIABLE TO THE OTHER, REGARDLESS LICENSING OF THE FORMS SOFTWARE SHALL NOT EXCEED THE AMOUNT OF ACTION THAT IMPOSE LIABILITY, FOR ANY AMOUNTS UNDER A SERVICE AGREEMENT GREATER THAN THE CHARGES FEES PAID AND PAYABLE BY COMPANY UNDER THE SERVICE AGREEMENT CUSTOMER FOR THE TWELVE SOFTWARE DURING THE THREE (123) CONSECUTIVE MONTH PERIOD IMMEDIATELY MONTHS PRECEDING THE DATE OF OCCURRENCE OF THE APPLICABLE EVENTEVENT CAUSING LIABILITY. In jurisdictions that prohibit the exclusion or limitation of liability for consequential or incidental damages, ACT OR OMISSION GIVING RISE TO THE LAST SUCH CLAIM (Licensor’s liability is limited to the “Direct Damages Cap”)greatest extent permitted by law.

Liability Limitations. The following limitations of liability will apply despite anything to the contrary in this Agreement: (a) Direct Damages NEITHER EXCEPT FOR A PARTY'S BREACH OF ITS OBLIGATIONS REGARDING A PARTY'S CONFIDENTIAL INFORMATION AND PROPRIETARY RIGHTS. IN NO EVENT WILL EITHER PARTY WILL BE LIABLE TO THE OTHER, WHETHER OTHER PARTY FOR ANY SPECIAL IN AN ACTION IN CONTRACT, TORT, PRODUCT LIABILITY, STRICT LIABILITY, STATUTE, LAW, EQUITY, OR OTHERWISE ARISING UNDER OR RELATED TO A SERVICE AGREEMENT FOR: (A) INDIRECTDIRECT, INCIDENTAL, CONSEQUENTIALOR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FROM BUSINESS INTERRUPTION, SPECIAL, OR PUNITIVE DAMAGES; (B) LOSS OF PROFITS OR REVENUE (OTHER THAN IN AN ACTION BY VENDOR TO RECOVER PAYMENT OF A PRICE OWED); REVENUE, OR (C) LOSS OF REPUTATIONGOODWILL). (b) EXCEPT FOR A PARTY'S BREACH OF ITS OBLIGATIONS REGARDING A PARTY'S CONFIDENTIAL INFORMATION AND PROPRIETARY RIGHTS. IN NO EVENT WILL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID BY THE DISTRIBUTOR TO THE COMPANY FOR THE PURCHASE OF PRODUCTS UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE CLAIM OCCURRED. (c) THE LIMITATIONS OF THIS SECTION 5.7 WILL APPLY TO ALL CAUSES OF ACTION IN THE AGGREGATE, GOODWILLWHETHER OR NOT FORESEEABLE, TIME, OPPORTUNITY, WHETHER OR ACCESS TO DATA, EVEN IF SUCH NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, EXCEPT AS PROVIDED IN SECTION 18.2 OR AS OTHERWISE SPECIFICALLY PROVIDED FOR IN THE SERVICE AGREEMENT. As used in this Section 18, “Party” includes a Party to this Master Agreement and its Affiliates, employees, agents, contractors, and suppliers when acting in that capacity with respect to a Service Agreement (including, without limitation, any Purchase Order under a Service Agreement or any Adoption Agreement), and any Persons claiming by or through a Party to this Master Agreement. (b) Damages Cap EXCEPT AS PROVIDED IN SECTION 18.2(a)(ii), NEITHER PARTY WILL BE LIABLE TO THE OTHER, REGARDLESS AND DESPITE ANY FAI LURE OF THE FORMS ESSENTIAL PURPOSE OF ACTION THAT IMPOSE THIS AGREEMENT OR ANY LIMITED REMEDY UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, INDEMNIFICATION, NEGLIGENCE, STRICT LIABILITY, FOR ANY AMOUNTS UNDER A SERVICE AGREEMENT GREATER THAN THE CHARGES PAID AND PAYABLE BY COMPANY UNDER THE SERVICE AGREEMENT FOR THE TWELVE (12) CONSECUTIVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF OCCURRENCE OTHER TORTS AND STATUTORY CLAIMS. EACH OF THE APPLICABLE EVENTPARTIES ACKNOWLEDGES THAT IT UNDERSTANDS THE LEGAL AND ECONOMIC RAMIFICATIONS OF THE LIMITATIONS, ACT OR OMISSION GIVING RISE TO AND AGREES THAT THE LAST SUCH CLAIM (the “Direct Damages Cap”)LIMITATIONS ALLOCATE THE VARIOUS RISKS BETWEEN THE PARTIES AND FORM AN ESSENTIAL PART OF THIS AGREEMENT.

Liability Limitations. IF CUSTOMER SHOULD BECOME ENTITLED TO CLAIM DAMAGES FROM THE COMPANY (aINCLUDING WITHOUT LIMITATION, FOR INDEMNITY, BREACH OF CONTRACT, NEGLIGENCE, OR OTHER TORT CLAIM), THE COMPANY WILL BE LIABLE ONLY FOR THE AMOUNT OF CUSTOMER’S ACTUAL DIRECT DAMAGES UP TO THE AMOUNT THAT CUSTOMER PAID THE COMPANY IN THE TWELVE (12) Direct Damages NEITHER MONTHS PRECEDING THE DATE THE CLAIM AROSE FOR THE SERVICES THAT ARE THE SUBJECT OF THE CLAIM. IN NO EVENT, HOWEVER, WILL EITHER PARTY WILL (AND, IN THE CASE OF COMPANY, ITS AFFILIATES, CONSULTANTS, DISTRIBUTORS, AGENTS, SUBCONTRACTORS AND LICENSORS) BE LIABLE TO THE OTHEROTHER OR ANY THIRD PARTY (AND, WHETHER IN AN ACTION THE CASE OF COMPANY, ITS AFFILIATES, CONSULTANTS, DISTRIBUTORS, AGENTS, SUBCONTRACTORS AND LICENSORS) IN CONTRACTTHE AGGREGATE FOR ANY LOST PROFITS, TORTLOSS OF BUSINESS, PRODUCT LIABILITYUSE, STRICT LIABILITYSALES, STATUTE, LAW, EQUITYSAVINGS, OR OTHERWISE ARISING UNDER OR RELATED TO A SERVICE AGREEMENT FOR: (A) INDIRECT, INCIDENTAL, OTHER CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES; (B) LOSS , OF PROFITS ANY KIND OR REVENUE (OTHER THAN IN AN ACTION BY VENDOR TO RECOVER PAYMENT NATURE RESULTING FROM OR ARISING OUT OF A PRICE OWED); THIS AGREEMENT OR (C) LOSS OF REPUTATION, GOODWILL, TIME, OPPORTUNITY, OR ACCESS TO DATA, THE SERVICES. EVEN IF SUCH PARTY THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY WITH RESPECT TO ANY VIOLATION OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS AS SET FORTH HEREIN. COMPANY IS NOT AN INSURER WITH REGARD TO PERFORMANCE OF THE SERVICES. CUSTOMER AGREES TO ASSUME THE RISK FOR: (A) ALL LIABILITIES DISCLAIMED BY COMPANY HEREIN, AND (B) ALL ALLEGED DAMAGES IN EXCESS OF THE AMOUNT OF THE LIMITED REMEDY PROVIDED HEREUNDER. THE ALLOCATIONS OF LIABILITY IN THIS SUBSECTION 9(D) REPRESENT THE AGREED, BARGAINED-FOR UNDERSTANDING OF THE PARTIES AND COMPANY’S COMPENSATION HEREUNDER REFLECTS SUCH ALLOCATIONS. THE LIMITATION OF LIABILITY AND TYPES OF DAMAGES STATED IN THIS AGREEMENT ARE INTENDED BY THE PARTIES TO APPLY REGARDLESS OF THE FORM OF LAWSUIT OR DAMAGESCLAIM A PARTY MAY BRING, EXCEPT AS PROVIDED WHETHER IN SECTION 18.2 TORT, CONTRACT OR AS OTHERWISE SPECIFICALLY OTHERWISE, AND REGARDLESS OF WHETHER ANY LIMITED REMEDY PROVIDED FOR IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE. BECAUSE SOME STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE SERVICE AGREEMENT. As used in this Section 18EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, “Party” includes a Party to this Master Agreement and its Affiliates, employees, agents, contractors, and suppliers when acting in that capacity with respect to a Service Agreement (including, without limitation, any Purchase Order under a Service Agreement or any Adoption Agreement), and any Persons claiming by or through a Party to this Master AgreementTHE ABOVE LIMITATIONS OR EXCLUSIONS IN THIS SECTION 9 MAY NOT APPLY TO YOU. (b) Damages Cap EXCEPT AS PROVIDED IN SECTION 18.2(a)(ii), NEITHER PARTY WILL BE LIABLE TO THE OTHER, REGARDLESS OF THE FORMS OF ACTION THAT IMPOSE LIABILITY, FOR ANY AMOUNTS UNDER A SERVICE AGREEMENT GREATER THAN THE CHARGES PAID AND PAYABLE BY COMPANY UNDER THE SERVICE AGREEMENT FOR THE TWELVE (12) CONSECUTIVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF OCCURRENCE OF THE APPLICABLE EVENT, ACT OR OMISSION GIVING RISE TO THE LAST SUCH CLAIM (the “Direct Damages Cap”).

Liability Limitations. (a) Direct Damages This Article 10 shall apply notwithstanding any other provision of this Agreement to the contrary: 10.1 NEITHER PARTY WILL HERETO SHALL BE LIABLE TO THE OTHEROTHER OR ITS PARENT OR AFFILIATE COMPANIES IN ANY ACTION OR CLAIM FOR BUSINESS INTERRUPTION, WHETHER IN AN ACTION IN CONTRACTLOSS OF PROFIT, TORTLOSS OF PRODUCT, PRODUCT LIABILITYLOSS OF USE, STRICT LIABILITY, STATUTE, LAW, EQUITYDELAYS, OR OTHERWISE ARISING UNDER OR RELATED TO A SERVICE AGREEMENT FOR: (A) FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES; (B) LOSS OF PROFITS OR REVENUE (OTHER THAN IN AN ACTION BY VENDOR TO RECOVER PAYMENT OF A PRICE OWED); OR (C) LOSS OF REPUTATION, GOODWILL, TIME, OPPORTUNITY, OR ACCESS TO DATA, SPECIAL DAMAGES EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES DAMAGES AND EACH PARTY HEREBY AGREES TO INSURE OR DAMAGESSELF-INSURE AND TO RELEASE, EXCEPT AS PROVIDED DEFEND, INDEMNIFY AND HOLD HARMLESS THE OTHER PARTY AND ITS AFFILIATES FROM AND AGAINST ANY SUCH ACTIONS, CLAIMS OR DAMAGES ARISING FROM OR IN SECTION 18.2 CONNECTION WITH THIS AGREEMENT OR AS OTHERWISE SPECIFICALLY PROVIDED FOR THE WORK TO BE PERFORMED HEREUNDER. THE FOREGOING SHALL BE APPLICABLE EVEN IF THE LIABILITY ASSERTED IS BASED ON THE NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OR OTHER FAULT OR STRICT LIABILITY OF THE PARTY TO BE INDEMNIFIED, AND REGARDLESS OF WHETHER THE ACTION OR CLAIM IS BASED IN THE SERVICE AGREEMENT. As used SUBCONTACT, TORT, WARRANTY, STATUTE OR OTHERWISE. 10.2 Any limitation on or exculpation from liability afforded a Party by this Agreement shall constitute an aggregate limit on the liability of such Party and its Affiliates and shall likewise limit the liability of the indemnified Party’s Affiliates and subcontractors and vendors of any tier and their respective officers, agents and employees. 10.3 Except as expressly provided in this Section 18, “Party” includes Article 10.0 there are no third-party beneficiaries of this Agreement. This Agreement does not create or confer any legal claim or cause of action in favor of any party not a Party signatory to this Master Agreement and its Affiliates, employees, agents, contractorsAgreement, and suppliers when acting in that capacity with respect the obligations and legal duties imposed on any Party by this Agreement, are owed exclusively to the other Party or Parties and are not owed to any party not a Service Agreement (including, without limitation, any Purchase Order under a Service Agreement or any Adoption Agreement), and any Persons claiming by or through a Party signatory to this Master Agreement. (b) Damages Cap EXCEPT AS PROVIDED IN SECTION 18.2(a)(ii), NEITHER PARTY WILL BE LIABLE TO THE OTHER, REGARDLESS OF THE FORMS OF ACTION THAT IMPOSE LIABILITY, FOR ANY AMOUNTS UNDER A SERVICE AGREEMENT GREATER THAN THE CHARGES PAID AND PAYABLE BY COMPANY UNDER THE SERVICE AGREEMENT FOR THE TWELVE (12) CONSECUTIVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF OCCURRENCE OF THE APPLICABLE EVENT, ACT OR OMISSION GIVING RISE TO THE LAST SUCH CLAIM (the “Direct Damages Cap”).

Liability Limitations. (a) Direct Damages NEITHER PARTY 41.1 Our obligations under this Agreement do not constitute personal obligations of the directors, officers, shareholders, partners, members employees, agents, service providers and/or legal representatives of Traders Trust, Traders Trust’s Affiliates and/or any of them. 41.2 ANY LIABILITY ARISING UNDER THIS AGREEMENT WILL BE LIABLE SATISFIED SOLELY FROM THE REVENUES GENERATED HEREUNDER. IN NO EVENT SHALL EITHER PARTY'S LIABILITY HEREUNDER EXCEED THE TOTAL AMOUNT OF REVENUES GENERATED HEREUNDER IN THE SIX MONTHS PRECEDING THE EVENT GIVING RISE TO THE OTHERCLAIM. EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. 41.3 TRADERS TRUST’S LIABILITY HEREUNDER IS LIMITED TO DIRECT DAMAGES, WHETHER AND IN AN ACTION IN CONTRACTNO EVENT WILL WE BE LIABLE FOR ANY INDIRECT, TORT, PRODUCT LIABILITY, STRICT LIABILITY, STATUTE, LAW, EQUITY, OR OTHERWISE ARISING UNDER OR RELATED TO A SERVICE AGREEMENT FOR: (A) INDIRECTSPECIAL, INCIDENTAL, CONSEQUENTIAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES; LOSS, INJURY OR DAMAGE OF ANY KIND (B) LOSS REGARDLESS OF PROFITS WHETHER ANY NSUCH DAMAGES WERE FORESEEABLE OR REVENUE (OTHER THAN IN AN ACTION BY VENDOR TO RECOVER PAYMENT OF A PRICE OWED); OR (C) LOSS OF REPUTATION, GOODWILL, TIME, OPPORTUNITY, OR ACCESS TO DATA, EVEN IF SUCH WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGESLOSS). 42.1 You will defend, EXCEPT AS PROVIDED IN SECTION 18.2 OR AS OTHERWISE SPECIFICALLY PROVIDED FOR IN THE SERVICE AGREEMENT. As used in this Section 18indemnify and hold Traders Trust and all of the directors, “Party” includes a Party to this Master Agreement and its Affiliatesofficers, shareholders, partners, members employees, agents, contractorsservice providers and/or legal representatives of Traders Trust, Traders Trust’s Affiliates and/or any of them, harmless from and suppliers when acting in that capacity with respect against any and all liabilities, losses, damages and costs, including reasonable attorneys’ fees, arising from or connected to a Service Agreement (including, without limitation, any Purchase Order under a Service your breach of this Agreement or any Adoption Agreement), and any Persons claiming by or through a Party to the performance of your duties under this Master Agreement. (b) Damages Cap EXCEPT AS PROVIDED IN SECTION 18.2(a)(ii), NEITHER PARTY WILL BE LIABLE TO THE OTHER, REGARDLESS OF THE FORMS OF ACTION THAT IMPOSE LIABILITY, FOR ANY AMOUNTS UNDER A SERVICE AGREEMENT GREATER THAN THE CHARGES PAID AND PAYABLE BY COMPANY UNDER THE SERVICE AGREEMENT FOR THE TWELVE (12) CONSECUTIVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF OCCURRENCE OF THE APPLICABLE EVENT, ACT OR OMISSION GIVING RISE TO THE LAST SUCH CLAIM (the “Direct Damages Cap”).

Liability Limitations. (a) Direct Damages NEITHER PARTY EXCEPT FOR THE INDEMNIFICATION PROVISIONS PROVIDED HEREIN, IN NO EVENT WILL BE LIABLE TO LIQUIDWARE AND ITS SUPPLIERS’ AGGREGATE LIABILITY FOR ANY DAMAGES REGARDLESS OF THE OTHERFORM OF ACTION, WHETHER IN AN ACTION IN BASED ON CONTRACT, TORT, PRODUCT LIABILITYNEGLIGENCE, STRICT LIABILITY, STATUTEPRODUCTS LIABILITY OR OTHERWISE, LAW, EQUITY, OR OTHERWISE ARISING UNDER OR RELATED EVER EXCEED THE FEES PAID BY MSP DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO A SERVICE AGREEMENT FOR: (A) INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES; (B) LOSS OF PROFITS OR REVENUE (OTHER THAN IN AN ACTION BY VENDOR TO RECOVER PAYMENT OF A PRICE OWED); OR (C) LOSS OF REPUTATION, GOODWILL, TIME, OPPORTUNITY, OR ACCESS TO DATA, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, EXCEPT AS PROVIDED IN SECTION 18.2 OR AS OTHERWISE SPECIFICALLY PROVIDED FOR IN THE SERVICE AGREEMENT. As used in this Section 18, “Party” includes a Party to this Master Agreement and its Affiliates, employees, agents, contractors, and suppliers when acting in that capacity with respect to a Service Agreement (including, without limitation, any Purchase Order under a Service Agreement or any Adoption Agreement), and any Persons claiming by or through a Party to this Master AgreementCLAIM. (b) Damages Cap EXCEPT AS PROVIDED IN SECTION 18.2(a)(ii), NEITHER PARTY NO EVENT WILL LIQUIDWARE AND/OR ITS SUPPLIERS BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, REVENUE, PROFITS, GOODWILL, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH AN ORDER OR RESULTING FROM THE USE OF OR INABILITY TO USE THE OTHERLICENSED SOFTWARE, REGARDLESS INCLUDING THE FAILURE OF ESSENTIAL PURPOSE, EVEN IF LIQUIDWARE AND/OR ITS SUPPLIERS HAVE BEEN PREVIOUSLY ADVISED OF THE FORMS POSSIBILITY OR LIKELIHOOD OF ACTION THAT IMPOSE THE DAMAGES OCCURRING, AND WHETHER THE LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, FOR ANY AMOUNTS UNDER A SERVICE AGREEMENT GREATER THAN THE CHARGES PAID AND PAYABLE BY COMPANY UNDER THE SERVICE AGREEMENT FOR THE TWELVE PRODUCTS LIABILITY OR OTHERWISE. (12c) CONSECUTIVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF OCCURRENCE OF THE APPLICABLE EVENTThe limitations above in this Section do not apply to a situation if, ACT OR OMISSION GIVING RISE TO THE LAST SUCH CLAIM (and only to the “Direct Damages Cap”)extent that, the limitations cannot under applicable laws limit the liability of Liquidware in that situation.

Liability Limitations. (a) Direct Damages NEITHER 10.1 IN NO EVENT WILL EITHER PARTY WILL BE LIABLE LIABLE, TO THE OTHEROTHER OR TO ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACTFOR ANY SPECIAL, TORT, PRODUCT LIABILITY, STRICT LIABILITY, STATUTE, LAW, EQUITY, OR OTHERWISE ARISING UNDER OR RELATED TO A SERVICE AGREEMENT FOR: (A) INDIRECT, INCIDENTAL, CONSEQUENTIALEXEMPLARY, SPECIALPUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, IN ANY MANNER IN CONNECTION WITH OR PUNITIVE DAMAGES; (B) LOSS ARISING OUT OF PROFITS THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION OR REVENUE (OTHER THAN IN AN ACTION BY VENDOR TO RECOVER PAYMENT THE BASIS OF A PRICE OWED); THE CLAIM OR (C) LOSS OF REPUTATION, GOODWILL, TIME, OPPORTUNITY, WHETHER OR ACCESS TO DATA, EVEN IF SUCH NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES DAMAGES; PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO DAMAGES RESULTING FROM (A) THE GROSS NEGLIGENCE OR DAMAGESWILLFUL MISCONDUCT OF SUCH PARTY; (B) A BREACH OF SUCH PARTY'S CONFIDENTIALITY OBLIGATIONS HEREUNDER; (C) EACH PARTY'S INDEMNIFICATION OBLIGATIONS HEREUNDER; AND/OR (D) CLAIMS RELATING TO INTELLECTUAL PROPERTY. 10.2 IN ADDITION, EXCEPT AS PROVIDED IN SECTION 18.2 OR AS OTHERWISE SPECIFICALLY PROVIDED FOR GDSC'S LIABILITY IN THE SERVICE AGREEMENT. As used in this Section 18AGGREGATE UNDER THIS AGREEMENT WILL NOT, “Party” includes a Party to this Master Agreement and its AffiliatesIN ANY EVENT, employees, agents, contractors, and suppliers when acting in that capacity with respect to a Service Agreement EXCEED THE AMOUNTS ACTUALLY PAID TO GDSC BY MON UNDER THIS AGREEMENT DURING THE ONE (including, without limitation, any Purchase Order under a Service Agreement or any Adoption Agreement), and any Persons claiming by or through a Party to this Master Agreement. (b1) Damages Cap EXCEPT AS PROVIDED IN SECTION 18.2(a)(ii), NEITHER PARTY WILL BE LIABLE TO THE OTHER, REGARDLESS OF THE FORMS OF ACTION THAT IMPOSE LIABILITY, FOR ANY AMOUNTS UNDER A SERVICE AGREEMENT GREATER THAN THE CHARGES PAID AND PAYABLE BY COMPANY UNDER THE SERVICE AGREEMENT FOR THE TWELVE (12) CONSECUTIVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF OCCURRENCE OF THE APPLICABLE UNDERLYING CLAIM AND MON'S LIABILITY IN THE AGGREGATE UNDER THIS AGREEMENT WILL NOT, IN ANY EVENT, ACT EXCEED ANY AMOUNTS EXPRESSLY PAYABLE TO GDSC HEREUNDER, BUT NOT PAID; PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO DAMAGES RESULTING FROM (A) THE GROSS NEGLIGENCE OR OMISSION GIVING RISE WILLFUL MISCONDUCT OF SUCH PARTY; (B) A BREACH OF SUCH PARTY'S CONFIDENTIALITY OBLIGATIONS HEREUNDER; (C) EACH PARTY'S INDEMNIFICATION OBLIGATIONS HEREUNDER; AND/OR (D) CLAIMS RELATING TO THE LAST SUCH CLAIM (the “Direct Damages Cap”)INTELLECTUAL PROPERTY.