Common use of Liability Limitations Clause in Contracts

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 (COLLECTIVELY, “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) 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 SHALL BE LIABLE TO THE OTHER PARTY FOR ANY: INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (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 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 RESPECT OF ANY ACTS, OMISSIONS, REPRESENTATIONS OR WARRANTIES PROVIDED BY SUCH RESELLER. THE PARTIES AGREE THAT THIS SECTION 8 REPRESENTS A REASONABLE ALLOCATION OF RISK.

Liability Limitations. EXCLUDING LOSSES ARISING PURSUANT TO SECTION 9 OR FOR A PARTY’S GROSS NEGLIGENCE, WILLFUL OR INTENTIONAL MISCONDUCT OR FRAUD, (a) Direct Damages NEITHER PARTY WILL BE LIABLE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWOTHER, EACH PARTY’S LIABILITY TO THE OTHER HEREUNDER FOR ANY LOSSESWHETHER IN AN ACTION IN CONTRACT, LIABILITIESTORT, DAMAGES, FINES, PENALTIES, DEFICIENCIES, COSTS OR EXPENSES, INCLUDING THE REASONABLE FEES AND REASONABLE EXPENSES OF LEGAL COUNSEL, ACCOUNTANTS OR OTHER EXPERTS AND PROFESSIONAL ADVISERS (COLLECTIVELY, “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) 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 CONTRACTPRODUCT LIABILITY, STRICT LIABILITY, NEGLIGENCE 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 TORTTHAN 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 SHALL WILL BE LIABLE TO THE OTHER PARTY FOR ANY: INDIRECTOTHER, EXEMPLARY, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (EVEN IF THE PARTY CAUSING SUCH LOSS OR DAMAGE HAS BEEN ADVISED OR HAD KNOWLEDGE REGARDLESS OF THE POSSIBILITY FORMS OF SAME 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 COULD REASONABLY HAVE FORESEEN SAMEOMISSION GIVING RISE TO THE LAST SUCH CLAIM (the “Direct Damages Cap”), INCLUDING LOST BUSINESS REVENUE, LOSS OF DATA, BUSINESS INTERRUPTION, LOSS OF PROFITS OR 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 RESPECT OF ANY ACTS, OMISSIONS, REPRESENTATIONS OR WARRANTIES PROVIDED BY SUCH RESELLER. THE PARTIES AGREE THAT THIS SECTION 8 REPRESENTS A REASONABLE ALLOCATION OF RISK.

Liability Limitations. EXCLUDING LOSSES ARISING PURSUANT IN NO EVENT SHALL EITHER PARTY BE LIABLE TO SECTION 9 THE OTHER PARTY IN ANY MANNER, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY OR OTHER THEORY, FOR A PARTY’S GROSS 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, IN TORT (INCLUDING NEGLIGENCE), WILLFUL OR INTENTIONAL MISCONDUCT OR FRAUDOTHERWISE, EXCEED TEN MILLION DOLLARS ($10,000,000). THE LIMITATIONS SET FORTH IN THIS PARAGRAPH SHALL BE DEEMED TO APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY’S LIABILITY TO LAW AND NOTWITHSTANDING 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 (COLLECTIVELY, “LOSS”), ARISING FROM OR RELATING TO THIS AGREEMENT OR THE PROVISION FAILURE 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) 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 ESSENTIAL PURPOSE OF ANY REQUIREMENTS OF LAW, BREACH OF CONTRACT, STRICT LIABILITY, NEGLIGENCE OR OTHER TORT), NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY: INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (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 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 LIMITED REMEDIES SET FORTH IN RESPECT OF ANY ACTS, OMISSIONS, REPRESENTATIONS OR WARRANTIES PROVIDED BY SUCH RESELLERTHIS AGREEMENT. THE PARTIES ACKNOWLEDGE AND AGREE THAT THIS SECTION 8 REPRESENTS A REASONABLE THEY HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISKRISK AND FIND IT REASONABLE, AND THAT THE FOREGOING LIMITATIONS IN THIS PARAGRAPH ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

Liability Limitations. EXCLUDING LOSSES ARISING PURSUANT EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH HEREIN, ROW 44 SPECIFICALLY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, RELATING TO SECTION 9 OR THE SERVICES PROVIDED BY ROW 44 HEREUNDER, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTY’S GROSS NEGLIGENCE, WILLFUL PARTICULAR PURPOSE 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 (COLLECTIVELY, “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 SIXNON-MONTH PERIOD PRIOR TO THE DATE THE LOSS OCCURREDINFRINGEMENT. IN THE NO EVENT CLIENT IS PURCHASING SERVICES THROUGH A RESELLER, EACH PARTY’S LIABILITY TO THE OTHER HEREUNDER FOR ANY LOSS (AS DEFINED ABOVE) 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 SHALL EITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY: ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, INCIDENTALPUNITIVE OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY KIND OR NATURE (INCLUDING LOST PROFITS AND LOST REVENUES), SPECIALWHETHER FORESEEABLE OR NOT, CONSEQUENTIAL ARISING OUT OF OR PUNITIVE DAMAGES (EVEN IF RELATING TO THIS AGREEMENT. WITHOUT LIMITING THE PARTY CAUSING SUCH LOSS OR DAMAGE HAS BEEN ADVISED OR HAD KNOWLEDGE GENERALITY OF THE POSSIBILITY FOREGOING, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOSSES OR DAMAGES OF SAME ANY KIND OR COULD REASONABLY NATURE ARISING OUT OF RELATING TO THIS AGREEMENT IN EXCESS OF THE TOTAL AMOUNT ACTUALLY PAID TO AND RECEIVED BY ROW 44 FROM SOUTHWEST DURING THE 12 MONTH PERIOD PRIOR TO SUCH CLAIM, WHICH AMOUNT WILL BE THE MAXIMUM AGGREGATE LIABILITY OF 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 OBLIGATIONS IN EXHIBIT J HEREUNDER, (D) FOR PERSONAL INJURY OR 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 PAST, PRESENT OR FUTURE DIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS OF SOUTHWEST AND ITS AFFILIATES SHALL NOT HAVE FORESEEN SAME), INCLUDING LOST BUSINESS REVENUE, LOSS OF DATA, BUSINESS INTERRUPTION, LOSS OF PROFITS OR FAILURE TO REALIZE EXPECTED PROFITS OR SAVINGS). FOR GREATER CERTAINTY, WHERE CLIENT RECEIVES SERVICES THROUGH A RESELLER, ESENTIRE WILL HAVE NO ANY PERSONAL LIABILITY OR RESPONSIBILITY WHATSOEVER IN RESPECT OF ANY ACTS, OMISSIONS, REPRESENTATIONS OR WARRANTIES PROVIDED BY SUCH RESELLER. THE PARTIES AGREE THAT OBLIGATION TO ROW 44 ARISING UNDER THIS SECTION 8 REPRESENTS A REASONABLE ALLOCATION OF RISKAGREEMENT.

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 (COLLECTIVELY, “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) WILL NOT EXCEED TWO HUNDRED FIFTY THOUSAND U.S. DOLLARS (USD$250,000). REGARDLESS OF THE NATURE OF THE CLAIM OR THEORY OF LIABILITY NEITHER PARTY (INCLUDING, WITHOUT LIMITATIONIN THE CASE OF XTIME, VIOLATION OF ANY REQUIREMENTS OF LAW, BREACH OF CONTRACT, STRICT LIABILITY, NEGLIGENCE OR OTHER TORT), NEITHER PARTY SHALL ITS AFFILIATES) WILL BE LIABLE TO THE OTHER PARTY FOR ANY: INDIRECTANYINDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, SPECIALMULTIPLE, CONSEQUENTIAL OR PUNITIVE DAMAGES (EVEN IF THE PARTY CAUSING SUCH INCLUDING ANY DAMAGES RESULTING FROM ANY LOSS OR DAMAGE HAS BEEN ADVISED OR HAD KNOWLEDGE OF THE POSSIBILITY OF SAME OR COULD REASONABLY HAVE FORESEEN SAME), INCLUDING LOST BUSINESS REVENUEUSE, LOSS OF DATA, BUSINESS INTERRUPTIONLOSS OF PROFITS, LOSS OF PROFITS BUSINESS OR FAILURE TO REALIZE EXPECTED PROFITS OTHER ECONOMIC LOSS) ARISING OUT OF OR SAVINGSIN CONNECTION WITH THE APPLICABLE PARTICIPATION FORM AND/OR THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY (INCLUDING BREACH OF CONTRACT OR WARRANTY, EQUITY, STRICT LIABILITY, TORT OR OTHERWISE). FOR GREATER CERTAINTYADDITIONALLY, WHERE CLIENT RECEIVES SERVICES THROUGH A RESELLERTHE AGGREGATE LIABILITY UNDER THIS AGREEMENT OF XTIME AND ITS AFFILIATES, ESENTIRE ON THE ONE HAND, AND PROVIDER, ON THE OTHER HAND, WILL HAVE NO LIABILITY OR RESPONSIBILITY WHATSOEVER BE EXPRESSLY LIMITED TO AN AMOUNT EQUAL TO THE AMOUNT PAID BY PROVIDER TO XTIME UNDER THE APPLICABLE PARTICIPATION FORM IN RESPECT OF ANY ACTS, OMISSIONS, REPRESENTATIONS OR WARRANTIES PROVIDED BY SUCH RESELLERTHE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY. THE PARTIES AGREE THAT THIS FOREGOING LIMITATIONS OF LIABILITY WILL NOT APPLY TO (A) A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 8 REPRESENTS 9, (B) A REASONABLE ALLOCATION PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9, (C) A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (D) A PARTY’S BREACH OF RISKAPPLICABLE PRIVACY LAWS.

Liability Limitations. EXCLUDING LOSSES ARISING PURSUANT 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 SECTION 9 CUSTOMER OR ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS OR IMPLIED WARRANTIES (I) OF MERCHANTABILITY OR FITNESS FOR A PARTYPARTICULAR 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 LICENSOR NOR ANY OF ITS SUPPLIERS OR RESELLERS SHALL BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS OR REVENUE, LOSS OF USE, INTERRUPTION OF BUSINESS, LOSS OF GOODWILL, LOSS OF ANTICIPATED SAVINGS, OR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHETHER UNDER THIS LICENSE OR OTHERWISE, EVEN IF LICENSOR OR ITS SUPPLIERS OR RESELLERS WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR WAS NEGLIGENT. IN ANY EVENT, LICENSOR’S GROSS NEGLIGENCESOLE AND EXCLUSIVE LIABILITY FOR BREACH OF THIS WARRANTY SHALL BE, WILLFUL AT LICENSOR’S SOLE DISCRETION, (A) REPLACEMENT OF SOFTWARE OR INTENTIONAL MISCONDUCT SERVICE IF AT ANY TIME THE SOFTWARE OR FRAUD, SERVICE DOES NOT CONFORM TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWWARRANTY IN SECTION 8 OR (B) A PRORATED REFUND. EXCEPT FOR LICENSOR’S INDEMNIFICATION OBLIGATIONS HEREUNDER, EACH PARTYLICENSOR’S ENTIRE, CUMULATIVE LIABILITY TO THE OTHER HEREUNDER FOR ANY LOSSES, LIABILITIES, DAMAGES, FINES, PENALTIES, DEFICIENCIES, COSTS OR EXPENSES, INCLUDING THE REASONABLE FEES AND REASONABLE EXPENSES MONEY DAMAGES ARISING OUT OF LEGAL COUNSEL, ACCOUNTANTS OR OTHER EXPERTS AND PROFESSIONAL ADVISERS (COLLECTIVELY, “LOSS”), ARISING FROM OR RELATING TO THIS AGREEMENT AND/OR THE PROVISION LICENSING OF THE SERVICES HEREUNDER WILL SOFTWARE SHALL NOT EXCEED THE AMOUNT OF THE FEES PAID BY CLIENT TO ESENTIRE CUSTOMER FOR THE SPECIFIC SERVICE TO WHICH SUCH CLAIM RELATES SOFTWARE DURING THE SIX-MONTH PERIOD PRIOR TO THE DATE THE LOSS OCCURRED. IN THREE (3) MONTHS PRECEDING THE EVENT CLIENT IS PURCHASING SERVICES THROUGH A RESELLERCAUSING LIABILITY. In jurisdictions that prohibit the exclusion or limitation of liability for consequential or incidental damages, EACH PARTY’S LIABILITY TO THE OTHER HEREUNDER FOR ANY LOSS (AS DEFINED ABOVE) 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 SHALL BE LIABLE TO THE OTHER PARTY FOR ANY: INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (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 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 RESPECT OF ANY ACTS, OMISSIONS, REPRESENTATIONS OR WARRANTIES PROVIDED BY SUCH RESELLER. THE PARTIES AGREE THAT THIS SECTION 8 REPRESENTS A REASONABLE ALLOCATION OF RISKLicensor’s liability is limited to the greatest extent permitted by law.

Liability Limitations. EXCLUDING LOSSES 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 PURSUANT TO SECTION 9 OR FOR A UNDER THIS AGREEMENT WILL BE SATISFIED SOLELY FROM THE REVENUES GENERATED HEREUNDER. IN NO EVENT SHALL EITHER PARTY’S GROSS NEGLIGENCE, WILLFUL OR INTENTIONAL MISCONDUCT OR FRAUD, 'S LIABILITY HEREUNDER EXCEED THE TOTAL AMOUNT OF REVENUES GENERATED HEREUNDER IN THE SIX MONTHS PRECEDING THE EVENT GIVING RISE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTYCLAIM. 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 THE OTHER HEREUNDER DIRECT DAMAGES, AND IN NO EVENT WILL WE BE LIABLE 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 (COLLECTIVELY, “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) 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 SHALL BE LIABLE TO THE OTHER PARTY FOR ANY: INDIRECT, EXEMPLARYSPECIAL, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (EVEN IF THE PARTY CAUSING SUCH LOSS LOSS, INJURY OR DAMAGE OF ANY KIND (REGARDLESS OF WHETHER ANY NSUCH DAMAGES WERE FORESEEABLE OR WHETHER EITHER PARTY HAS BEEN ADVISED OR HAD KNOWLEDGE OF THE POSSIBILITY OF SAME OR COULD REASONABLY HAVE FORESEEN SAMESUCH LOSS). 42.1 You will defend, INCLUDING LOST BUSINESS REVENUEindemnify and hold Traders Trust and all of the directors, LOSS OF DATAofficers, BUSINESS INTERRUPTIONshareholders, LOSS OF PROFITS OR FAILURE TO REALIZE EXPECTED PROFITS OR SAVINGS). FOR GREATER CERTAINTYpartners, WHERE CLIENT RECEIVES SERVICES THROUGH A RESELLERmembers employees, ESENTIRE WILL HAVE NO LIABILITY OR RESPONSIBILITY WHATSOEVER IN RESPECT OF ANY ACTSagents, OMISSIONSservice providers and/or legal representatives of Traders Trust, REPRESENTATIONS OR WARRANTIES PROVIDED BY SUCH RESELLER. THE PARTIES AGREE THAT THIS SECTION 8 REPRESENTS A REASONABLE ALLOCATION OF RISKTraders Trust’s Affiliates and/or any of them, harmless from and against any and all liabilities, losses, damages and costs, including reasonable attorneys’ fees, arising from or connected to your breach of this Agreement or the performance of your duties under this Agreement.

Liability Limitations. EXCLUDING LOSSES ARISING PURSUANT TO SECTION 9 NOTWITHSTANDING ANYTHING CONTAINED HEREIN (OR FOR A PARTY’S GROSS NEGLIGENCE, WILLFUL IN ANY SLA OR INTENTIONAL MISCONDUCT OR FRAUD, SIGNED ORDER FORM) TO THE CONTRARY, THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWLIABILITY AND OBLIGATION OF COMPANY AS A RESULT OF OR IN CONNECTION WITH THE DELIVERY OF ANY SERVICE HEREUNDER OR THE OBLIGATIONS HEREUNDER (INCLUDING WITHOUT LIMITATION, EACH PARTY’S LIABILITY TO THE OTHER HEREUNDER FOR AS A RESULT OF ANY LOSSES, LIABILITIES, DAMAGES, FINES, PENALTIES, DEFICIENCIES, COSTS OR EXPENSES, INCLUDING THE REASONABLE FEES AND REASONABLE EXPENSES BREACH OF LEGAL COUNSEL, ACCOUNTANTS OR OTHER EXPERTS AND PROFESSIONAL ADVISERS (COLLECTIVELY, “LOSS”), ARISING FROM OR RELATING TO THIS AGREEMENT OR THE PROVISION ANY GROSS NEGLIGENCE OF THE SERVICES HEREUNDER WILL COMPANY) SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY CLIENT CUSTOMER TO ESENTIRE COMPANY FOR THE SPECIFIC SERVICE TO WHICH SUCH CLAIM RELATES DURING THE SIX-ONE MONTH PERIOD PRIOR IMMEDIATELY PRECEDING THE MONTH IN WHICH THE FIRST CLAIM AROSE; AND PROVIDED FURTHER THAT, FOR THE AVOIDANCE OF ALL DOUBT, CUSTOMER SHALL NOT BE ENTITLED TO RECOVER ANY AMOUNT IN EXCESS OF THE 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 THE DELIVERY OF ANY SERVICES HEREUNDER OR THE OBLIGATIONS HEREUNDER. EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS SET FORTH UNDER SECTION 7(c) HEREOF AND SUBJECT TO THE DATE THE LOSS OCCURRED. OBLIGATIONS SET FORTH IN THE EVENT CLIENT IS PURCHASING SERVICES THROUGH A RESELLER, EACH PARTY’S LIABILITY TO THE OTHER HEREUNDER FOR ANY LOSS (AS DEFINED ABOVESECTION 7(c) 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)HEREOF, NEITHER PARTY SHALL WILL BE LIABLE TO FOR ANY DAMAGES FOR LOST PROFITS, LOST REVENUES, LOSS OF GOODWILL, LOSS OF ANTICIPATED SAVINGS, LOSS OF DATA, THE OTHER PARTY FOR ANY: COST OF PURCHASING REPLACEMENT SERVICES, OR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, CONSEQUENTIAL CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (EVEN IF THE PARTY CAUSING SUCH LOSS IN ANY WAY RELATED TO THIS AGREEMENT 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 FAILURE TO REALIZE EXPECTED PROFITS OR SAVINGS)ANY ORDER. FOR GREATER CERTAINTY, WHERE CLIENT RECEIVES SERVICES THROUGH A RESELLER, ESENTIRE COMPANY WILL HAVE NO LIABILITY FOR ANY CLAIMS RELATING TO 911 OR RESPONSIBILITY WHATSOEVER IN RESPECT OTHER EMERGENCY REFERRAL CALLS. COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS RESPECTING THE SERVICE, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF ANY ACTS, OMISSIONS, REPRESENTATIONS MERCHANTABILITY OR WARRANTIES PROVIDED BY SUCH RESELLER. THE PARTIES AGREE THAT THIS SECTION 8 REPRESENTS FITNESS FOR A REASONABLE ALLOCATION OF RISKPARTICULAR PURPOSE.

Liability Limitations. EXCLUDING LOSSES ARISING PURSUANT TO SECTION 9 OR FOR A PARTY’S GROSS NEGLIGENCE, WILLFUL OR INTENTIONAL MISCONDUCT OR FRAUD10.1 IN NO EVENT WILL EITHER PARTY BE LIABLE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWOTHER OR TO ANY THIRD PARTY, EACH PARTY’S LIABILITY TO THE OTHER HEREUNDER FOR ANY LOSSESSPECIAL, LIABILITIESINDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, FINESINCLUDING LOST PROFITS, PENALTIESIN ANY MANNER IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, DEFICIENCIES, COSTS OR EXPENSES, INCLUDING THE REASONABLE FEES AND REASONABLE EXPENSES OF LEGAL COUNSEL, ACCOUNTANTS OR OTHER EXPERTS AND PROFESSIONAL ADVISERS (COLLECTIVELY, “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) WILL NOT EXCEED TWO HUNDRED FIFTY THOUSAND U.S. DOLLARS (USD$250,000). REGARDLESS OF THE NATURE FORM OF ACTION OR THE BASIS OF THE CLAIM OR THEORY OF LIABILITY (INCLUDING, WITHOUT LIMITATION, VIOLATION OF ANY REQUIREMENTS OF LAW, BREACH OF CONTRACT, STRICT LIABILITY, NEGLIGENCE WHETHER OR OTHER TORT), NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY: INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (EVEN IF NOT THE PARTY CAUSING SUCH LOSS OR DAMAGE HAS BEEN ADVISED OR HAD KNOWLEDGE OF THE POSSIBILITY OF SAME SUCH DAMAGES; PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO DAMAGES RESULTING FROM (A) THE GROSS NEGLIGENCE OR COULD REASONABLY HAVE FORESEEN SAME)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 INTELLECTUAL PROPERTY. 10.2 IN ADDITION, INCLUDING LOST BUSINESS REVENUEGDSC'S LIABILITY IN THE AGGREGATE UNDER THIS AGREEMENT WILL NOT, LOSS IN ANY EVENT, EXCEED THE AMOUNTS ACTUALLY PAID TO GDSC BY MON UNDER THIS AGREEMENT DURING THE ONE (1) MONTH PRECEDING THE DATE OF DATATHE UNDERLYING CLAIM AND MON'S LIABILITY IN THE AGGREGATE UNDER THIS AGREEMENT WILL NOT, BUSINESS INTERRUPTIONIN ANY EVENT, LOSS EXCEED ANY AMOUNTS EXPRESSLY PAYABLE TO GDSC HEREUNDER, BUT NOT PAID; PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATION OF PROFITS LIABILITY SHALL NOT APPLY TO DAMAGES RESULTING FROM (A) THE GROSS NEGLIGENCE OR FAILURE 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 REALIZE EXPECTED PROFITS OR SAVINGS). FOR GREATER CERTAINTY, WHERE CLIENT RECEIVES SERVICES THROUGH A RESELLER, ESENTIRE WILL HAVE NO LIABILITY OR RESPONSIBILITY WHATSOEVER IN RESPECT OF ANY ACTS, OMISSIONS, REPRESENTATIONS OR WARRANTIES PROVIDED BY SUCH RESELLER. THE PARTIES AGREE THAT THIS SECTION 8 REPRESENTS A REASONABLE ALLOCATION OF RISKINTELLECTUAL PROPERTY.

Liability Limitations. EXCLUDING LOSSES ARISING PURSUANT TO SECTION 9 OR (a) EXCEPT FOR A PARTY’S GROSS NEGLIGENCETHE INDEMNIFICATION PROVISIONS PROVIDED HEREIN, WILLFUL OR INTENTIONAL MISCONDUCT OR FRAUD, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY’S IN NO EVENT WILL LIQUIDWARE AND ITS SUPPLIERS’ AGGREGATE 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 (COLLECTIVELY, “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) WILL NOT EXCEED TWO HUNDRED FIFTY THOUSAND U.S. DOLLARS (USD$250,000). DAMAGES REGARDLESS OF THE NATURE FORM OF THE CLAIM OR THEORY OF LIABILITY (INCLUDINGACTION, WITHOUT LIMITATIONWHETHER BASED ON CONTRACT, VIOLATION OF ANY REQUIREMENTS OF LAWTORT, BREACH OF CONTRACTNEGLIGENCE, STRICT LIABILITY, NEGLIGENCE PRODUCTS LIABILITY OR OTHER TORT)OTHERWISE, NEITHER PARTY SHALL EVER EXCEED THE FEES PAID BY RESELLER DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO SUCH CLAIM. (b) IN NO EVENT WILL LIQUIDWARE AND/OR ITS SUPPLIERS BE LIABLE TO THE OTHER PARTY FOR ANY: ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL OR PUNITIVE DAMAGES (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 INTERRUPTIONREVENUE, LOSS PROFITS, GOODWILL, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH AN ORDER OR RESULTING FROM THE USE OF PROFITS OR INABILITY TO USE THE LICENSED SOFTWARE, INCLUDING THE FAILURE TO REALIZE EXPECTED PROFITS OF ESSENTIAL PURPOSE, EVEN IF LIQUIDWARE AND/OR SAVINGS). FOR GREATER CERTAINTYITS SUPPLIERS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF THE DAMAGES OCCURRING, WHERE CLIENT RECEIVES SERVICES THROUGH A RESELLERAND WHETHER THE LIABILITY IS BASED ON CONTRACT, ESENTIRE WILL HAVE NO TORT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY OR RESPONSIBILITY WHATSOEVER IN RESPECT OF ANY ACTSOTHERWISE. (c) The limitations above in this Section do not apply to a situation if, OMISSIONSand only to the extent that, REPRESENTATIONS OR WARRANTIES PROVIDED BY SUCH RESELLER. THE PARTIES AGREE THAT THIS SECTION 8 REPRESENTS A REASONABLE ALLOCATION OF RISKthe limitations cannot under applicable laws limit the liability of Liquidware in that situation.

Liability Limitations. EXCLUDING LOSSES ARISING PURSUANT TO SECTION 9 OR FOR A PARTY’S GROSS NEGLIGENCEEXCEPT AS EXPRESSLY SPECIFIED HEREIN, WILLFUL OR INTENTIONAL MISCONDUCT OR FRAUD, TO IN NO EVENT SHALL THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY’S LIABILITY TO THE OTHER HEREUNDER PerkWiz PARTIES BE LIABLE FOR ANY INJURIES, LOSSES, LIABILITIESCLAIMS, DAMAGES, FINES, PENALTIES, DEFICIENCIES, COSTS OR EXPENSES, INCLUDING THE REASONABLE FEES AND REASONABLE EXPENSES OF LEGAL COUNSEL, ACCOUNTANTS DIRECT DAMAGES OR OTHER EXPERTS AND PROFESSIONAL ADVISERS (COLLECTIVELY, “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) 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 SHALL BE LIABLE TO THE OTHER PARTY FOR ANY: INDIRECTSPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL, SPECIALOR CONSEQUENTIAL DAMAGES OF ANY KIND, CONSEQUENTIAL WHETHER BASED IN CONTRACT, TORT, OR PUNITIVE DAMAGES (OTHERWISE, AND EVEN IF THE PARTY CAUSING SUCH LOSS OR DAMAGE HAS BEEN ADVISED OR HAD KNOWLEDGE OF THE POSSIBILITY OF SAME SUCH DAMAGES, WHICH ARISE OUT OF OR COULD REASONABLY HAVE FORESEEN SAMEARE ANY WAY CONNECTED WITH (1) THIS AGREEMENT (INCLUDING ANY CHANGES THERETO), INCLUDING LOST BUSINESS REVENUE(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 DATATHE 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, BUSINESS INTERRUPTIONCLAIMED AN OFFER OR PROMOTION, LOSS OR PAID A BILL USING THE PAYMENT SERVICES OR ANY MERCHANT THAT ISSUES A MERCHANT GIFT CARD. IF YOU ARE A RESIDENT OF PROFITS THE UK OR FAILURE EU, THE LIMITATION OF LIABILITY IN THIS AGREEMENT SHALL NOT APPLY TO REALIZE EXPECTED PROFITS ANY DAMAGE ARISING FROM OUR WILLFUL MISCONDUCT AND GROSS NEGLIGENCE, NOR SHALL IT APPLY TO DAMAGE FROM INJURY TO LIFE, BODY OR SAVINGSHEALTH. IF THE DISCLAIMER OF DIRECT DAMAGES ABOVE IS NOT ENFORCEABLE AT LAW, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THE GIFT 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). FOR GREATER CERTAINTYYou and XxxxXxx understand and agree that the disclaimers, WHERE CLIENT RECEIVES SERVICES THROUGH A RESELLERexclusions, ESENTIRE WILL HAVE NO LIABILITY OR RESPONSIBILITY WHATSOEVER IN RESPECT OF ANY ACTSand limitations in this Section 19 and in Section 20 are essential elements of this Agreement and that they represent a reasonable allocation of risk. In particular, OMISSIONS, REPRESENTATIONS OR WARRANTIES PROVIDED BY SUCH RESELLER. THE PARTIES AGREE THAT THIS SECTION 8 REPRESENTS A REASONABLE ALLOCATION OF RISKyou 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 essential purpose.

Liability Limitations. EXCLUDING LOSSES ARISING PURSUANT TO SECTION 9 OR (a) EXCEPT FOR A PARTYTHE INDEMNIFICATION PROVISIONS PROVIDED HEREIN, IN NO EVENT WILL LIQUIDWARE’S GROSS NEGLIGENCE, WILLFUL OR INTENTIONAL MISCONDUCT OR FRAUD, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY’S AND ITS SUPPLIERS’ AGGREGATE 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 (COLLECTIVELY, “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) WILL NOT EXCEED TWO HUNDRED FIFTY THOUSAND U.S. DOLLARS (USD$250,000). DAMAGES REGARDLESS OF THE NATURE FORM OF THE CLAIM OR THEORY OF LIABILITY (INCLUDINGACTION, WITHOUT LIMITATIONWHETHER BASED ON CONTRACT, VIOLATION OF ANY REQUIREMENTS OF LAWTORT, BREACH OF CONTRACTNEGLIGENCE, STRICT LIABILITY, NEGLIGENCE PRODUCTS LIABILITY OR OTHER TORT)OTHERWISE, NEITHER PARTY SHALL EVER EXCEED THE FEES PAID BY DISTRIBUTOR DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO SUCH CLAIM. (b) IN NO EVENT WILL LIQUIDWARE AND/OR ITS SUPPLIERS BE LIABLE TO THE OTHER PARTY FOR ANY: ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL OR PUNITIVE DAMAGES (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 INTERRUPTIONREVENUE, LOSS PROFITS, GOODWILL, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH AN ORDER OR RESULTING FROM THE USE OF PROFITS OR INABILITY TO USE THE LICENSED SOFTWARE, INCLUDING THE FAILURE TO REALIZE EXPECTED PROFITS OF ESSENTIAL PURPOSE, EVEN IF LIQUIDWARE AND/OR SAVINGS). FOR GREATER CERTAINTYITS SUPPLIERS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF THE DAMAGES OCCURRING, WHERE CLIENT RECEIVES SERVICES THROUGH A RESELLERAND WHETHER THE LIABILITY IS BASED ON CONTRACT, ESENTIRE WILL HAVE NO TORT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY OR RESPONSIBILITY WHATSOEVER IN RESPECT OF ANY ACTSOTHERWISE. (c) The limitations above in this Section do not apply to a situation if, OMISSIONSand only to the extent that, REPRESENTATIONS OR WARRANTIES PROVIDED BY SUCH RESELLER. THE PARTIES AGREE THAT THIS SECTION 8 REPRESENTS A REASONABLE ALLOCATION OF RISKthe limitations cannot under applicable laws limit the liability of Liquidware in that situation.

Liability Limitations. EXCLUDING LOSSES ARISING PURSUANT TO SECTION 9 OR FOR A PARTY’S GROSS NEGLIGENCE, WILLFUL OR INTENTIONAL MISCONDUCT OR FRAUD, 4.1 NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWCONTRARY, EACH PARTY’S LIABILITY TO IN NO EVENT WILL AXONIQ, NOR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE OTHER HEREUNDER CREATION, PRODUCTION OR DELIVERY OF THE SOFTWARE, INCLUDING AXONIQ LICENSORS, BE LIABLE 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 (COLLECTIVELY, “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) 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 SHALL BE LIABLE TO THE OTHER PARTY FOR ANY: INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR PUNITIVE DAMAGES (FOR LOSS OF PROFITS, BUSINESS, GOODWILL, REVENUE, DATA OR USE, INCURRED BY LICENSEE OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF THE PARTY CAUSING SUCH LOSS OR DAMAGE AXONIQ HAS BEEN ADVISED OR HAD KNOWLEDGE OF THE POSSIBILITY OF SAME SUCH DAMAGES. 4.2 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, XXXXXX’S LIABILITY FOR DAMAGES AND EXPENSES HEREUNDER OR COULD REASONABLY HAVE FORESEEN SAME)RELATING HERETO (WHETHER IN AN ACTION IN CONTRACT, INCLUDING LOST BUSINESS REVENUETORT 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, LOSS OWNERSHIP OF DATA, BUSINESS INTERRUPTION, LOSS INTELLECTUAL PROPERTY RIGHTS AND THE LIMITATION OF PROFITS OR 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 HEREUNDER. 4.3 THE LIMITATIONS SET OUT IN RESPECT OF ANY ACTS, OMISSIONS, REPRESENTATIONS OR WARRANTIES PROVIDED BY SUCH RESELLER. THE PARTIES AGREE THAT THIS SECTION 8 REPRESENTS A REASONABLE ALLOCATION DO NOT APPLY IN CASE THE DAMAGE IS CAUSED BY THE WILLFUL INTENT OF RISKGROSS NEGLIGENCE ON THE PART OF THE MANAGEMENT OF AXONIQ.

Liability Limitations. EXCLUDING LOSSES ARISING PURSUANT TO SECTION 9 OR (a) EXCEPT FOR A PARTY’S GROSS NEGLIGENCETHE INDEMNIFICATION PROVISIONS PROVIDED HEREIN, WILLFUL OR INTENTIONAL MISCONDUCT OR FRAUD, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY’S IN NO EVENT WILL LIQUIDWARE AND ITS SUPPLIERS’ AGGREGATE 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 (COLLECTIVELY, “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) WILL NOT EXCEED TWO HUNDRED FIFTY THOUSAND U.S. DOLLARS (USD$250,000). DAMAGES REGARDLESS OF THE NATURE FORM OF THE CLAIM OR THEORY OF LIABILITY (INCLUDINGACTION, WITHOUT LIMITATIONWHETHER BASED ON CONTRACT, VIOLATION OF ANY REQUIREMENTS OF LAWTORT, BREACH OF CONTRACTNEGLIGENCE, STRICT LIABILITY, NEGLIGENCE PRODUCTS LIABILITY OR OTHER TORT)OTHERWISE, NEITHER PARTY SHALL EVER EXCEED THE FEES PAID BY MSP DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO SUCH CLAIM. (b) IN NO EVENT WILL LIQUIDWARE AND/OR ITS SUPPLIERS BE LIABLE TO THE OTHER PARTY FOR ANY: ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL OR PUNITIVE DAMAGES (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 INTERRUPTIONREVENUE, LOSS PROFITS, GOODWILL, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH AN ORDER OR RESULTING FROM THE USE OF PROFITS OR INABILITY TO USE THE LICENSED SOFTWARE, INCLUDING THE FAILURE TO REALIZE EXPECTED PROFITS OF ESSENTIAL PURPOSE, EVEN IF LIQUIDWARE AND/OR SAVINGS). FOR GREATER CERTAINTYITS SUPPLIERS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF THE DAMAGES OCCURRING, WHERE CLIENT RECEIVES SERVICES THROUGH A RESELLERAND WHETHER THE LIABILITY IS BASED ON CONTRACT, ESENTIRE WILL HAVE NO TORT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY OR RESPONSIBILITY WHATSOEVER IN RESPECT OF ANY ACTSOTHERWISE. (c) The limitations above in this Section do not apply to a situation if, OMISSIONSand only to the extent that, REPRESENTATIONS OR WARRANTIES PROVIDED BY SUCH RESELLER. THE PARTIES AGREE THAT THIS SECTION 8 REPRESENTS A REASONABLE ALLOCATION OF RISKthe limitations cannot under applicable laws limit the liability of Liquidware in that situation.

Liability Limitations. EXCLUDING LOSSES ARISING PURSUANT TO SECTION 9 OR The following limitations of liability will apply despite anything to the contrary in this Agreement: (a) EXCEPT FOR A PARTY’S GROSS NEGLIGENCE, WILLFUL OR INTENTIONAL MISCONDUCT OR FRAUD, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH 'S BREACH OF ITS OBLIGATIONS REGARDING A PARTY’S LIABILITY TO THE OTHER HEREUNDER FOR ANY LOSSES, LIABILITIES, DAMAGES, FINES, PENALTIES, DEFICIENCIES, COSTS OR EXPENSES, INCLUDING THE REASONABLE FEES 'S CONFIDENTIAL INFORMATION AND REASONABLE EXPENSES OF LEGAL COUNSEL, ACCOUNTANTS OR OTHER EXPERTS AND PROFESSIONAL ADVISERS (COLLECTIVELY, “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 OCCURREDPROPRIETARY RIGHTS. IN THE NO EVENT CLIENT IS PURCHASING SERVICES THROUGH A RESELLER, EACH PARTY’S LIABILITY TO THE OTHER HEREUNDER FOR ANY LOSS (AS DEFINED ABOVE) 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 EITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY: INDIRECT, EXEMPLARYANY SPECIAL IN DIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL OR PUNITIVE DAMAGES (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, DAMAGES FROM BUSINESS INTERRUPTION, LOSS OF PROFITS OR FAILURE REVENUE, OR LOSS OF GOODWILL). (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 REALIZE EXPECTED PROFITS 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, WHETHER OR SAVINGS)NOT FORESEEABLE, WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FOR GREATER CERTAINTYAND DESPITE ANY FAI LURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR ANY LIMITED REMEDY UNDER THIS AGREEMENT, WHERE CLIENT RECEIVES SERVICES THROUGH A RESELLERINCLUDING WITHOUT LIMITATION, ESENTIRE WILL HAVE NO LIABILITY OR RESPONSIBILITY WHATSOEVER IN RESPECT BREACH OF ANY ACTSCONTRACT, OMISSIONSBREACH OF WARRANTY, REPRESENTATIONS OR WARRANTIES PROVIDED BY SUCH RESELLERINDEMNIFICATION, NEGLIGENCE, STRICT LIABILITY, AND OTHER TORTS AND STATUTORY CLAIMS. EACH OF THE PARTIES AGREE ACKNOWLEDGES THAT IT UNDERSTANDS THE LEGAL AND ECONOMIC RAMIFICATIONS OF THE LIMITATIONS, AND AGREES THAT THE LIMITATIONS ALLOCATE THE VARIOUS RISKS BETWEEN THE PARTIES AND FORM AN ESSENTIAL PART OF THIS SECTION 8 REPRESENTS A REASONABLE ALLOCATION OF RISKAGREEMENT.

Liability Limitations. EXCLUDING LOSSES ARISING PURSUANT IF CUSTOMER SHOULD BECOME ENTITLED TO SECTION 9 OR FOR A PARTY’S GROSS NEGLIGENCE, WILLFUL OR INTENTIONAL MISCONDUCT OR FRAUD, TO CLAIM DAMAGES FROM 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, COMPANY (INCLUDING THE REASONABLE FEES AND REASONABLE EXPENSES OF LEGAL COUNSEL, ACCOUNTANTS OR OTHER EXPERTS AND PROFESSIONAL ADVISERS (COLLECTIVELY, “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) 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 LAWFOR INDEMNITY, BREACH OF CONTRACT, STRICT LIABILITYNEGLIGENCE, NEGLIGENCE OR OTHER TORTTORT CLAIM), NEITHER 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) MONTHS PRECEDING THE DATE THE CLAIM AROSE FOR THE SERVICES THAT ARE THE SUBJECT OF THE CLAIM. IN NO EVENT, HOWEVER, WILL EITHER PARTY SHALL (AND, IN THE CASE OF COMPANY, ITS AFFILIATES, CONSULTANTS, DISTRIBUTORS, AGENTS, SUBCONTRACTORS AND LICENSORS) BE LIABLE TO THE OTHER OR ANY THIRD PARTY (AND, IN THE CASE OF COMPANY, ITS AFFILIATES, CONSULTANTS, DISTRIBUTORS, AGENTS, SUBCONTRACTORS AND LICENSORS) IN THE AGGREGATE FOR ANY: ANY LOST PROFITS, LOSS OF BUSINESS, USE, SALES, SAVINGS, OR OTHER CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (DAMAGES, OF ANY KIND OR NATURE RESULTING FROM OR ARISING OUT OF THIS AGREEMENT OR THE SERVICES. EVEN IF THE PARTY CAUSING SUCH LOSS OR DAMAGE COMPANY 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 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 RESPECT OF ANY ACTS, OMISSIONS, REPRESENTATIONS OR WARRANTIES PROVIDED BY SUCH RESELLERDAMAGES. 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 AGREE THAT 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 CLAIM A PARTY MAY BRING, WHETHER IN TORT, CONTRACT OR 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 EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE LIMITATIONS OR EXCLUSIONS IN THIS SECTION 8 REPRESENTS A REASONABLE ALLOCATION OF RISK9 MAY NOT APPLY TO YOU.

Liability Limitations. EXCLUDING LOSSES ARISING PURSUANT TO SECTION 9 UNDER NO CIRCUMSTANCES WILL AZ SELLER BE LIABLE FOR: LOSS OF REVENUE; LOSS OF DATA; LOSS OR FOR A PARTY’S GROSS NEGLIGENCE, WILLFUL LEVEL OF INVENTORY OR INTENTIONAL MISCONDUCT ITS EFFECT ON PRICING; LOSS OF ACTUAL 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 ANTICIPATED PROFITS; LOSS OF LEGAL COUNSEL, ACCOUNTANTS OR OTHER EXPERTS AND PROFESSIONAL ADVISERS (COLLECTIVELY, “LOSS”), ARISING FROM OR RELATING TO THIS AGREEMENT OR THE PROVISION CONTRACTS; LOSS 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 USE OF MONEY; LOSS OCCURRED. IN THE EVENT CLIENT IS PURCHASING SERVICES THROUGH A RESELLEROF ANTICIPATED SAVINGS; LOSS OF BUSINESS; LOSS OF OPPORTUNITY; LOSS OF GOODWILL; LOSS OF REPUTATION; LOSS OF, EACH PARTY’S LIABILITY TO THE OTHER HEREUNDER FOR ANY OR CONSEQUENTIAL OR INDIRECT LOSS (AS DEFINED ABOVE) WILL NOT EXCEED TWO HUNDRED FIFTY THOUSAND U.S. DOLLARS (USD$250,000). REGARDLESS OF THE NATURE OF THE CLAIM OR THEORY OF LIABILITY SPECIAL, PUNITIVE, OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATIONFOR THE AVOIDANCE OF DOUBT, VIOLATION 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 REQUIREMENTS BREACH OR FAILURE OF LAWEXPRESS OR IMPLIED WARRANTY CONDITIONS OR OTHER TERM, BREACH OF CONTRACT, STRICT LIABILITYMISREPRESENTATION, NEGLIGENCE NEGLIGENCE, OTHER LIABILITY IN TORT, FAILURE OF ANY REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE. AZ SELLER IS NOT LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR THE FAILURE OF A PERSON TO ENTER INTO A TRANSACTION BY MEANS OF CUSTOMER’S USE OF THE SERVICES, TECHNOLOGY, ANY MODULE (OR OTHER TORT), NEITHER PARTY SHALL BE LIABLE TO SOFTWARE LICENSED) OR THE OTHER PARTY FOR ANY: INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (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 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 RESPECT OF ANY ACTS, OMISSIONS, REPRESENTATIONS OR WARRANTIES PROVIDED BY SUCH RESELLER. THE PARTIES AGREE THAT THIS SECTION 8 REPRESENTS A REASONABLE ALLOCATION OF RISKSERVICES.

Liability Limitations. EXCLUDING LOSSES ARISING PURSUANT 1. SUBJECT TO SECTION 9 OR FOR A PARTY’S GROSS NEGLIGENCE, WILLFUL OR INTENTIONAL MISCONDUCT OR FRAUD, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWCLAUSE 8.3, EACH PARTY’S AGGREGATE LIABILITY TO THE OTHER HEREUNDER FOR UNDER THIS AGREEMENT, IN ANY LOSSESCONTRACT YEAR, LIABILITIESWHETHER BASED ON CONTRACT, DAMAGESTORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FINES, PENALTIES, DEFICIENCIES, COSTS OR EXPENSES, INCLUDING THE REASONABLE FEES AND REASONABLE EXPENSES OF LEGAL COUNSEL, ACCOUNTANTS OR OTHER EXPERTS AND PROFESSIONAL ADVISERS (COLLECTIVELY, “LOSS”), ARISING FROM OR RELATING TO THIS AGREEMENT OR THE PROVISION OF THE SERVICES HEREUNDER WILL NOT EXCEED THE AMOUNT OF FEES PAID BY CLIENT 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 ESENTIRE CLAUSE 8.3, NEITHER PARTY WILL BE LIABLE FOR THE SPECIFIC SERVICE TO WHICH SUCH CLAIM RELATES DURING THE SIX-MONTH PERIOD PRIOR TO THE DATE THE ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL LOSS OCCURRED. IN THE EVENT CLIENT IS PURCHASING SERVICES THROUGH A RESELLER, EACH PARTY’S LIABILITY TO THE OTHER HEREUNDER OR DAMAGE OR FOR ANY LOSS OF OR DAMAGE TO DATA, EX GRATIA PAYMENTS, LOSS OF PROFIT, LOSS OF CONTRACT OR LOSS OF OTHER ECONOMIC ADVANTAGE (AS DEFINED ABOVEIN EACH CASE WHETHER DIRECT OR INDIRECT) WILL NOT EXCEED TWO HUNDRED FIFTY THOUSAND U.S. DOLLARS (USD$250,000). REGARDLESS ARISING OUT OF THE NATURE OF THE CLAIM OR THEORY OF LIABILITY (INCLUDINGIN CONNECTION WITH THIS AGREEMENT, WITHOUT LIMITATION, VIOLATION OF ANY REQUIREMENTS OF LAW, BREACH OF CONTRACT, STRICT LIABILITY, NEGLIGENCE OR OTHER TORT), NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY: INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (EVEN IF THE THAT PARTY CAUSING SUCH LOSS OR DAMAGE HAS PREVIOUSLY BEEN ADVISED OR HAD KNOWLEDGE OF THE POSSIBILITY OF THE SAME AND WHETHER FORESEEABLE OR COULD REASONABLY HAVE FORESEEN SAME), INCLUDING LOST BUSINESS REVENUE, LOSS NOT. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF DATA, BUSINESS INTERRUPTION, LOSS OF PROFITS OR 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 RESPECT ESSENTIAL PURPOSE OF ANY ACTSLIMITED REMEDY. 3. Nothing in this 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 Agreement, OMISSIONSand (iv) anything else that cannot be excluded or limited by applicable law. 4. The limitations of liability set forth in this Clause 8 are a reasonable allocation of risk between the parties, REPRESENTATIONS OR WARRANTIES PROVIDED BY SUCH RESELLER. THE PARTIES AGREE THAT THIS SECTION 8 REPRESENTS A REASONABLE ALLOCATION OF RISKand the parties would not have entered into this Agreement, absent such allocation.

Liability Limitations. EXCLUDING LOSSES ARISING 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 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; (B) ANY EXPRESS INDEMNITY OBLIGATIONS HEREIN; (C) ANY PAYMENT OBLIGATIONS PURSUANT TO SECTION 9 AN EXHIBIT; AND (D) DIRECT DAMAGES FOR BREACHES OF CONFIDENTIALITY, GROSS NEGLIGENCE OR FOR A PARTY’S GROSS NEGLIGENCEWILFUL MISCONDUCT, WILLFUL OR INTENTIONAL MISCONDUCT OR FRAUD, NEITHER PARTY WILL BE LIABLE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWOTHER, EACH PARTY’S UNDER ANY THEORY OF LIABILITY TO THE OTHER HEREUNDER OR ANY FORM OF ACTION FOR ANY LOSSESOTHER DAMAGE INCLUDING LOSS OF PROFITS OR BUSINESS OR ANY INCIDENTAL, LIABILITIESSPECIAL, DAMAGESPUNITIVE, FINESEXEMPLARY, PENALTIESINDIRECT, DEFICIENCIESCONSEQUENTIAL, COSTS INTEREST, REVENUE, SAVINGS OR EXPENSESANY OTHER ECONOMIC LOSS, INCLUDING OR THE REASONABLE FEES 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 POSSIBILITY THEREOF. C. PARTY A OPERATES AS THE REPRESENTATIVE OF PARTY B AND REASONABLE EXPENSES FUNCTIONS AS AN AUTONOMOUS INTERMEDIARY IN THE ARRANGEMENT OF LEGAL COUNSELBOOKINGS. AS SUCH, ACCOUNTANTS IT IS NOT RESPONSIBLE FOR ANY ACTIONS, FAILURES, VIOLATIONS, OR OTHER EXPERTS AND PROFESSIONAL ADVISERS (COLLECTIVELYNEGLIGENCE COMMITTED BY ANY INDEPENDENT ENTITIES, “LOSS”)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 RELATING ANY OTHER DISCREPANCIES OR QUALITY ISSUES (SUCH AS DELAYS, OVERBOOKINGS, ETC.). THESE ISSUES MAY OCCUR EITHER DIRECTLY OR INDIRECTLY DUE TO THIS AGREEMENT OR THE PROVISION OF THE SERVICES HEREUNDER WILL NOT EXCEED THE AMOUNT PAID BOOKINGS 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) 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 SHALL BE LIABLE TO THE OTHER PARTY FOR ANY: INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (EVEN IF THE PARTY CAUSING SUCH LOSS OR DAMAGE HAS PROVIDERS THAT HAVE 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 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 RESPECT OF ANY ACTS, OMISSIONS, REPRESENTATIONS OR WARRANTIES PROVIDED BY SUCH RESELLER. THE PARTIES AGREE THAT THIS SECTION 8 REPRESENTS A REASONABLE ALLOCATION OF RISKENGAGED THROUGH.

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 (COLLECTIVELY, “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) 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), This Article 10 shall apply notwithstanding any other provision of this Agreement to the contrary: 10.1 NEITHER PARTY HERETO SHALL BE LIABLE TO THE OTHER PARTY OR ITS PARENT OR AFFILIATE COMPANIES IN ANY ACTION OR CLAIM FOR ANY: INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (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 PROFIT, LOSS OF PRODUCT, LOSS OF USE, DELAYS, OR FAILURE FOR INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EACH PARTY HEREBY AGREES TO REALIZE EXPECTED PROFITS INSURE OR SAVINGS). FOR GREATER CERTAINTYSELF-INSURE AND TO RELEASE, WHERE CLIENT RECEIVES SERVICES THROUGH A RESELLERDEFEND, ESENTIRE WILL HAVE NO LIABILITY INDEMNIFY AND HOLD HARMLESS THE OTHER PARTY AND ITS AFFILIATES FROM AND AGAINST ANY SUCH ACTIONS, CLAIMS OR RESPONSIBILITY WHATSOEVER DAMAGES ARISING FROM OR IN RESPECT OF ANY ACTS, OMISSIONS, REPRESENTATIONS CONNECTION WITH THIS AGREEMENT OR WARRANTIES PROVIDED BY SUCH RESELLERTHE WORK TO BE PERFORMED HEREUNDER. THE PARTIES AGREE THAT THIS SECTION 8 REPRESENTS A REASONABLE ALLOCATION 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 RISKTHE PARTY TO BE INDEMNIFIED, AND REGARDLESS OF WHETHER THE ACTION OR CLAIM IS BASED IN 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 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 signatory to this Agreement, and 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 signatory to this Agreement.

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 (COLLECTIVELY, “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) WILL NOT EXCEED TWO HUNDRED FIFTY THOUSAND U.S. DOLLARS (USD$250,000). REGARDLESS OF THE NATURE OF THE CLAIM OR THEORY OF LIABILITY NEITHER PARTY (INCLUDING, WITHOUT LIMITATIONIN THE CASE OF XTIME, VIOLATION OF ANY REQUIREMENTS OF LAW, BREACH OF CONTRACT, STRICT LIABILITY, NEGLIGENCE OR OTHER TORT), NEITHER PARTY SHALL ITS AFFILIATES) WILL BE LIABLE TO THE OTHER PARTY FOR ANY: ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, SPECIALMULTIPLE, CONSEQUENTIAL OR PUNITIVE DAMAGES (EVEN IF THE PARTY CAUSING SUCH INCLUDING ANY DAMAGES RESULTING FROM ANY LOSS OR DAMAGE HAS BEEN ADVISED OR HAD KNOWLEDGE OF THE POSSIBILITY OF SAME OR COULD REASONABLY HAVE FORESEEN SAME), INCLUDING LOST BUSINESS REVENUEUSE, LOSS OF DATA, BUSINESS INTERRUPTIONLOSS OF PROFITS, LOSS OF PROFITS BUSINESS OR FAILURE TO REALIZE EXPECTED PROFITS OTHER ECONOMIC LOSS) ARISING OUT OF OR SAVINGSIN CONNECTION WITH THE APPLICABLE PARTICIPATION FORM AND/OR THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY (INCLUDING BREACH OF CONTRACT OR WARRANTY, EQUITY, STRICT LIABILITY, TORT OR OTHERWISE). FOR GREATER CERTAINTYADDITIONALLY, WHERE CLIENT RECEIVES SERVICES THROUGH A RESELLERTHE AGGREGATE LIABILITY UNDER THIS AGREEMENT OF XTIME AND ITS AFFILIATES, ESENTIRE ON THE ONE HAND, AND PROVIDER, ON THE OTHER HAND, WILL HAVE NO LIABILITY OR RESPONSIBILITY WHATSOEVER BE EXPRESSLY LIMITED TO AN AMOUNT EQUAL TO THE AMOUNT PAID BY PROVIDER TO XTIME UNDER THE APPLICABLE PARTICIPATION FORM IN RESPECT OF ANY ACTS, OMISSIONS, REPRESENTATIONS OR WARRANTIES PROVIDED BY SUCH RESELLERTHE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY. THE PARTIES AGREE THAT THIS FOREGOING LIMITATIONS OF LIABILITY WILL NOT APPLY TO (A) A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 8 REPRESENTS 9, (B) A REASONABLE ALLOCATION PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10, (C) A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (D) A PARTY’S BREACH OF RISKAPPLICABLE PRIVACY LAWS.

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 (COLLECTIVELY, “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) WILL NOT EXCEED TWO HUNDRED FIFTY THOUSAND U.S. DOLLARS (USD$250,000). REGARDLESS OF THE NATURE OF THE CLAIM OR THEORY OF LIABILITY NEITHER PARTY (INCLUDING, WITHOUT LIMITATIONIN THE CASE OF DDC, VIOLATION OF ANY REQUIREMENTS OF LAW, BREACH OF CONTRACT, STRICT LIABILITY, NEGLIGENCE OR OTHER TORT), NEITHER ITS AFFILIATES AND THIRD PARTIES PROVIDING THIRD PARTY SHALL MATERIALS IN CONNECTION WITH THE AGREEMENT) WILL BE LIABLE TO THE OTHER PARTY FOR ANY: ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, SPECIALMULTIPLE, CONSEQUENTIAL OR PUNITIVE DAMAGES (EVEN IF THE PARTY CAUSING SUCH INCLUDING ANY DAMAGES RESULTING FROM ANY LOSS OR DAMAGE HAS BEEN ADVISED OR HAD KNOWLEDGE OF THE POSSIBILITY OF SAME OR COULD REASONABLY HAVE FORESEEN SAME), INCLUDING LOST BUSINESS REVENUEUSE, LOSS OF DATA, BUSINESS INTERRUPTIONLOSS OF PROFITS, LOSS OF PROFITS BUSINESS OR FAILURE OTHER ECONOMIC LOSS) ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ADDITIONALLY, THE AGGREGATE LIABILITY UNDER THE AGREEMENT OF DDC, ITS AFFILIATES AND ITS THIRD PARTIES, ON THE ONE HAND, AND VENDOR AND VENDOR’S AFFILIATES, ON THE OTHER HAND, WILL BE EXPRESSLY LIMITED TO REALIZE EXPECTED PROFITS OR SAVINGS). FOR GREATER CERTAINTY, WHERE CLIENT RECEIVES SERVICES THROUGH A RESELLER, ESENTIRE WILL HAVE NO LIABILITY OR RESPONSIBILITY WHATSOEVER AN AMOUNT EQUAL TO THE AMOUNT PAID BY VENDOR TO DDC UNDER THE AGREEMENT IN RESPECT OF ANY ACTS, OMISSIONS, REPRESENTATIONS OR WARRANTIES PROVIDED BY SUCH RESELLERTHE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY. THE PARTIES AGREE THAT THIS FOREGOING LIMITATIONS OF LIABILITY WILL NOT APPLY TO (A) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER THE AGREEMENT, (B) DAMAGES AND LOSSES RESULTING FROM VENDOR’S BREACH OF THE RESTRICTIONS IN SECTION 8 REPRESENTS 5, OR (C) A REASONABLE ALLOCATION PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, INCLUDING WITH RESPECT TO A PARTY’S BREACH OF RISKSECTION 9 (CONFIDENTIAL INFORMATION) OR APPLICABLE PRIVACY LAWS.

Liability Limitations. EXCLUDING LOSSES ARISING PURSUANT 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 SECTION 9 THE APPLICATION, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANT-ABILITY, FITNESS FOR A PARTY’S GROSS NEGLIGENCEPARTICULAR PURPOSE, WILLFUL OR INTENTIONAL MISCONDUCT OR FRAUDNON-INFRINGEMENT, EACH OF WHICH IS HEREBY EXPRESSLY DISCLAIMED. THERE IS NO GUARANTEE THAT ACCESS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWAPPLICATION WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY DEFECTS WILL BE CORRECTED. REAXIUM IS NOT LIABLE FOR DAMAGES ARISING OUT OF, EACH PARTY’S LIABILITY OR IN CONNECTION WITH, THE USE OF, OR THE INABILITY TO USE, THE OTHER HEREUNDER SERVICE. REAXIUM IS NOT LIABLE FOR ANY LOSSESDIRECT, LIABILITIESINDIRECT, DAMAGESINCIDENTAL, FINESSPECIAL, PENALTIESCONSEQUENTIAL, DEFICIENCIESPUNITIVE, COSTS OR EXPENSES, INCLUDING THE REASONABLE FEES AND REASONABLE EXPENSES OF LEGAL COUNSEL, ACCOUNTANTS OR OTHER EXPERTS AND PROFESSIONAL ADVISERS (COLLECTIVELY, “LOSS”), EXEMPLARY DAMAGES ARISING FROM OR RELATING TO THE SERVICE. THE MAXIMUM LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PROVISION OF THE SERVICES HEREUNDER WILL SHALL NOT EXCEED THE AMOUNT PAID BY CLIENT YOU TO ESENTIRE REAXIUM FOR THE SPECIFIC SERVICE TO WHICH SUCH CLAIM RELATES YOUR SUBSCRIPTION DURING THE SIX-MONTH PERIOD 12 MONTHS PRIOR TO THE DATE INCIDENT. 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) WILL NOT EXCEED TWO HUNDRED FIFTY THOUSAND U.S. DOLLARS (USD$250,000). REGARDLESS OF THE NATURE OF THE CLAIM OR THEORY FOREGOING LIMITATION OF LIABILITY (INCLUDING, WITHOUT LIMITATION, VIOLATION OF ANY REQUIREMENTS OF LAW, BREACH OF CONTRACT, STRICT LIABILITY, NEGLIGENCE OR OTHER TORT), NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY: INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (APPLY EVEN IF THE PARTY CAUSING SUCH LOSS OR DAMAGE HAS REAXIUM HAD BEEN ADVISED OR HAD KNOWLEDGE OF THE POSSIBILITY OF SAME SUCH DAMAGES, KNEW OF THE POSSIBILITY, OR COULD REASONABLY SHOULD HAVE FORESEEN SAME)KNOWN OF THE POSSIBILITY, INCLUDING LOST BUSINESS REVENUEREGARDLESS OF HOW SUCH DAMAGES MAY HAVE ARISEN, LOSS AND REGARDLESS OF DATATHE LEGAL OR EQUITABLE THEORY UPON WHICH A CLAIM IS BASED. From time to time we may provide functionality that facilitates access to, BUSINESS INTERRUPTIONor integrates with, LOSS OF PROFITS OR FAILURE TO REALIZE EXPECTED PROFITS OR SAVINGSother third-party applications or services (e.g. synchronization with your associated organization’s website or servers). FOR GREATER CERTAINTYYou 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, WHERE CLIENT RECEIVES SERVICES THROUGH A RESELLER, ESENTIRE WILL HAVE NO LIABILITY OR RESPONSIBILITY WHATSOEVER IN RESPECT OF ANY ACTS, OMISSIONS, REPRESENTATIONS OR WARRANTIES PROVIDED BY SUCH RESELLERthe 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 PARTIES AGREE THAT THIS SECTION 8 REPRESENTS A REASONABLE ALLOCATION WARRANTY LIMITATIONS, DISCLAIMERS, AND OTHER LEGAL PROTECTIONS APPLICABLE TO REAXIUM HEREIN MAY BE ASSERTED IN FULL BY ITS PARENT, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND AFFILIATED COMPANIES, AND EACH ARE INTENDED THIRD-PARTY BENEFICIARIES OF RISKSUCH PROTECTIONS.

Liability Limitations. EXCLUDING LOSSES ARISING PURSUANT TO SECTION 9 OR FOR A PARTY’S GROSS NEGLIGENCEWithout limiting SUBCONTRACTOR's obligations to the Owner under the Prime Contract, 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 (COLLECTIVELY, “LOSS”), ARISING FROM OR RELATING TO THIS this Article shall apply notwithstanding any other provision of 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) 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), to the contrary: NEITHER PARTY HERETO SHALL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES IN ANY ACTION OR CLAIM FOR ANY: INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (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 PROFIT, LOSS OF PRODUCT, LOSS OF USE, OR FAILURE FOR INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES, 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 IN CONTRACT, TORT, STATUTE OR 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 REALIZE EXPECTED PROFITS OR SAVINGS)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 GREATER CERTAINTYPURPOSES OF THIS ARTICLE, WHERE CLIENT RECEIVES SERVICES THROUGH AN "AFFILIATE" OF A RESELLERPARTY INCLUDES ANY PARENT, ESENTIRE WILL HAVE NO LIABILITY SUBSIDIARY OR RESPONSIBILITY WHATSOEVER IN RESPECT OF ANY ACTSAFFILIATED CORPORATION, OMISSIONSPARTNERSHIP OR OTHER LEGAL ENTITY, REPRESENTATIONS OR WARRANTIES PROVIDED BY SUCH RESELLERAND ITS AND THEIR OFFICERS, AGENTS, EMPLOYEES AND INSURERS. THE PARTIES AGREE THAT THIS SECTION 8 REPRESENTS A REASONABLE ALLOCATION OF RISKExcept as expressly provided in this Article, 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 signatory to this Agreement and 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 signatory to this Agreement. GENERAL CONTRACTOR and SUBCONTRACTOR shall each obtain endorsements on all insurance applicable to this project, which shall waive all rights of subrogation against the other party, their affiliates, and their other SUBCONTRACTORs and vendors of any tier.

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 (COLLECTIVELY, “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) WILL NOT EXCEED TWO HUNDRED FIFTY THOUSAND U.S. DOLLARS (USD$250,000). REGARDLESS OF THE NATURE OF THE CLAIM OR THEORY OF LIABILITY NEITHER PARTY (INCLUDING, WITHOUT LIMITATIONIN THE CASE OF XTIME, VIOLATION OF ANY REQUIREMENTS OF LAW, BREACH OF CONTRACT, STRICT LIABILITY, NEGLIGENCE OR OTHER TORT), NEITHER PARTY SHALL ITS AFFILIATES) WILL BE LIABLE TO THE OTHER PARTY FOR ANY: ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, SPECIALMULTIPLE, CONSEQUENTIAL OR PUNITIVE DAMAGES (EVEN IF THE PARTY CAUSING SUCH INCLUDING ANY DAMAGES RESULTING FROM ANY LOSS OR DAMAGE HAS BEEN ADVISED OR HAD KNOWLEDGE OF THE POSSIBILITY OF SAME OR COULD REASONABLY HAVE FORESEEN SAME), INCLUDING LOST BUSINESS REVENUEUSE, LOSS OF DATA, BUSINESS INTERRUPTIONLOSS OF PROFITS, LOSS OF PROFITS BUSINESS OR FAILURE TO REALIZE EXPECTED PROFITS OTHER ECONOMIC LOSS) ARISING OUT OF OR SAVINGSIN CONNECTION WITH THE APPLICABLE PARTICIPATION FORM AND/OR THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY (INCLUDING BREACH OF CONTRACT OR WARRANTY, EQUITY, STRICT LIABILITY, TORT OR OTHERWISE). FOR GREATER CERTAINTYADDITIONALLY, WHERE CLIENT RECEIVES SERVICES THROUGH A RESELLERTHE AGGREGATE LIABILITY UNDER THIS AGREEMENT OF XTIME AND ITS AFFILIATES, ESENTIRE ON THE ONE HAND, AND PROVIDER, ON THE OTHER HAND, WILL HAVE NO LIABILITY OR RESPONSIBILITY WHATSOEVER BE EXPRESSLY LIMITED TO AN AMOUNT EQUAL TO THE AMOUNT PAID BY PROVIDER TO XTIME UNDER THE APPLICABLE PARTICIPATION FORM IN RESPECT OF ANY ACTS, OMISSIONS, REPRESENTATIONS OR WARRANTIES PROVIDED BY SUCH RESELLERTHE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY. THE PARTIES AGREE THAT THIS FOREGOING LIMITATIONS OF LIABILITY WILL NOT APPLY TO (A) A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 8 REPRESENTS 9, (B) A REASONABLE ALLOCATION PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9, (C) A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (D) A PARTY’S BREACH OF RISKAPPLICABLE PRIVACY LAWS.

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 IN NO EVENT SHALL THE TOTAL LIABILITY OF COMPANY OR CUSTOMER TOGETHER WITH ALL OF THEIR RESPECTIVE AFFILIATES ARISING 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 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 HEREUNDER FOR ANY LOSSESINCIDENTAL, LIABILITIESINDIRECT, DAMAGESPUNITIVE, FINES, PENALTIES, DEFICIENCIES, COSTS OR EXPENSES, INCLUDING THE REASONABLE FEES AND REASONABLE EXPENSES OF LEGAL COUNSEL, ACCOUNTANTS OR OTHER EXPERTS AND PROFESSIONAL ADVISERS (COLLECTIVELY, “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) 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 SHALL BE LIABLE TO THE OTHER PARTY FOR ANY: INDIRECTSPECIAL, EXEMPLARY, INCIDENTALOR CONSEQUENTIAL DAMAGES, SPECIALINCLUDIN G, CONSEQUENTIAL OR PUNITIVE DAMAGES (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)BUT NOT LIMITED TO, INCLUDING LOST BUSINESS PROFITS, LOST REVENUE, LOSS OF DATA, BUSINESS INTERRUPTIONTHE COST OF SUBSTITUTE SERVICES OR DIMINUTION IN GOODWILL, LOSS OF PROFITS OR FAILURE THE OTHER PARTY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTHING IN THIS CLAUSE SHALL LIMIT THE LIABILITY OF CUSTOMER 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 RESPECT OF ANY ACTS, OMISSIONS, REPRESENTATIONS OR WARRANTIES PROVIDED BY SUCH RESELLER. PAY THE PARTIES AGREE THAT THIS SECTION 8 REPRESENTS A REASONABLE ALLOCATION OF RISKCHARGES.

Liability Limitations. EXCLUDING LOSSES 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 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 MSP), SAVINGS, OR OTHER INDIRECT OR CONTINGENT EVENT-BASED ECONOMIC LOSS ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, 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 SECTION 9 OR THE NON-SOLICITATION PROVISION OF THIS AGREEMENT SHALL NOT BE LIMITED BY THE FOREGOING LIMITATION. EXCEPT FOR THE FOREGOING EXCEPTIONS, A RESPONSIBLE PARTY’S GROSS NEGLIGENCE, WILLFUL OR INTENTIONAL MISCONDUCT OR FRAUD, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH (“RESPONSIBLE PARTY’S ’S”) AGGREGATE LIABILITY TO THE OTHER HEREUNDER PARTY (“AGGRIEVED PARTY”) FOR DAMAGES FROM ANY LOSSESAND ALL CLAIMS OR CAUSES WHATSOEVER, LIABILITIESAND REGARDLESS OF THE FORM OF ANY SUCH ACTION(S), DAMAGES, FINES, PENALTIES, DEFICIENCIES, COSTS THAT ARISE FROM OR EXPENSES, INCLUDING THE REASONABLE FEES AND REASONABLE EXPENSES OF LEGAL COUNSEL, ACCOUNTANTS OR OTHER EXPERTS AND PROFESSIONAL ADVISERS RELATE TO THIS AGREEMENT (COLLECTIVELY, “LOSSCLAIMS”), ARISING FROM WHETHER IN CONTRACT, TORT, INDEMNIFICATION, OR RELATING NEGLIGENCE, SHALL BE LIMITED SOLELY TO THIS AGREEMENT OR THE PROVISION AMOUNT OF THE SERVICES HEREUNDER WILL AGGRIEVED PARTY’S ACTUAL AND DIRECT DAMAGES, NOT TO EXCEED THE AMOUNT OF FEES PAID BY CLIENT YOU (EXCLUDING HARD COSTS FOR LICENSES, HARDWARE, ETC.) TO ESENTIRE MSP FOR THE SPECIFIC SERVICE TO UPON WHICH SUCH CLAIM RELATES THE APPLICABLE CLAIM(S) IS/ARE BASED DURING THE SIX-SIX (6) MONTH PERIOD IMMEDIATELY PRIOR TO THE DATE ON WHICH THE LOSS OCCURREDCAUSE OF 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 EVENT CLIENT IS PURCHASING SERVICES THROUGH LIMITATIONS SHALL NOT APPLY TO THE EXTENT THAT THE CLAIMS ARE CAUSED BY A RESELLERRESPONSIBLE PARTY’S WILLFUL OR INTENTIONAL MISCONDUCT, EACH OR GROSS NEGLIGENCE. SIMILARLY, A RESPONSIBLE PARTY’S LIABILITY OBLIGATION SHALL BE REDUCED TO THE OTHER HEREUNDER FOR ANY LOSS (AS DEFINED ABOVE) WILL NOT EXCEED TWO HUNDRED FIFTY THOUSAND U.S. DOLLARS (USD$250,000). REGARDLESS OF EXTENT THAT A CLAIM IS CAUSED BY, OR THE NATURE OF RESULT OF, THE CLAIM AGGRIEVED PARTY’S WILLFUL OR THEORY OF LIABILITY (INCLUDINGINTENTIONAL MISCONDUCT, WITHOUT LIMITATIONGROSS NEGLIGENCE, VIOLATION OF ANY REQUIREMENTS OF LAW, BREACH OF CONTRACT, STRICT LIABILITY, NEGLIGENCE OR OTHER TORT), NEITHER PARTY SHALL BE LIABLE TO THE OTHER EXTENT THAT THE AGGRIEVED PARTY FOR ANY: INDIRECTFAILED TO REASONABLY MITIGATE (OR ATTEMPT TO MITIGATE, EXEMPLARY, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (EVEN IF AS APPLICABLE) 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 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 RESPECT OF ANY ACTS, OMISSIONS, REPRESENTATIONS OR WARRANTIES PROVIDED BY SUCH RESELLER. THE PARTIES AGREE THAT THIS SECTION 8 REPRESENTS A REASONABLE ALLOCATION OF RISKCLAIMS.