Common use of Liability Limitations Clause in Contracts

Liability Limitations. THE FOLLOWING LIMITATIONS SHALL NOT APPLY TO (i) BREACHES OF CONFIDENTIALITY OBLIGATIONS; (ii) VIOLATIONS OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS; (iii) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS; OR (iv) PAYMENT OF FEES: (a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER, WHETHER UNDER THEORY OF CONTRACT, TORT, OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR SPECIAL DAMAGES (INCLUDING ANY DAMAGE TO BUSINESS REPUTATION, LOST PROFITS, OR LOST DATA), WHETHER FORESEEABLE OR NOT, AND WHETHER OR NOT SUCH PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (b) TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S AGGREGATE CUMULATIVE LIABILITY TO THE OTHER IN CONNECTION WITH THE AGREEMENT SHALL NOT EXCEED THE AGGREGATE CONTRACT VALUE FOR THE ONE- (1) YEAR PERIOD PRIOR TO THE DATE THAT SUCH LIABILITY FIRST ARISES.

Liability Limitations. THE FOLLOWING LIMITATIONS SHALL NOT APPLY TO (i) BREACHES OF EXCEPT FOR ANY INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS; (ii) VIOLATIONS OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS; (iii) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS; OR (iv) PAYMENT OF FEES: (a) TO THE MAXIMUM EXTENT PERMITTED BY LAWOBLIGATIONS HEREUNDER, IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY ECONOMIC LOSSES, INCLUDING BUT NOT LIMITED TO THE OTHERLOST PROFITS, WHETHER UNDER THEORY OF CONTRACTUSE, TORTINCOME, BUSINESS OPPORTUNITIES, OR OTHERWISECUSTOMER GOODWILL, FOR OR ANY INDIRECTCONSEQUENTIAL, INCIDENTAL, PUNITIVEANTICIPATORY, CONSEQUENTIALSPECIAL, INDIRECT, EXEMPLARY, OR SPECIAL PUNITIVE DAMAGES (INCLUDING WHETHER IN CONTRACT, TORT OR ANY DAMAGE TO BUSINESS REPUTATIONOTHER LEGAL THEORY, LOST PROFITS, OR LOST DATA), WHETHER FORESEEABLE OR NOT, AND WHETHER OR NOT EVEN IF SUCH PARTY IS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (b) DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. STUDENTBRIDGE’S AGGREGATE LIABILITY TO CUSTOMER UNDER THE AGREEMENT FOR ANY CLAIM IS LIMITED TO THE MAXIMUM EXTENT PERMITTED AMOUNT PAID BY LAW, EACH PARTY’S AGGREGATE CUMULATIVE LIABILITY CUSTOMER TO STUDENTBRIDGE DURING THE OTHER IN CONNECTION WITH THE AGREEMENT SHALL NOT EXCEED THE AGGREGATE CONTRACT VALUE FOR THE ONE- SIX (16) YEAR MONTH PERIOD PRIOR TO IMMEDIATELY PRECEDING THE DATE THAT SUCH LIABILITY FIRST ARISESOF THE CLAIM.

Liability Limitations. THE FOLLOWING LIMITATIONS SHALL NOT APPLY TO EXCEPT FOR LIABILITY ARISING FROM: (i) BREACHES OF CONFIDENTIALITY OBLIGATIONSOBLIGATIONS FOR BOTH PARTIES AS SET FORTH IN SECTION 8.1 BELOW; (ii) VIOLATIONS OF EITHER PARTYCUSTOMER’S INTELLECTUAL PROPERTY RIGHTSOBLIGATIONS AS CONTAINED IN SECTION 2 AND SECTION 3; AND (iii) EITHER PARTYQCSI’S INDEMNIFICATION OBLIGATIONS; OR (iv) PAYMENT OF FEES: (a) TO THE MAXIMUM EXTENT PERMITTED BY LAWINDEMNITY OBLIGATIONS AS SET FORTH IN SECTION 7 BELOW, IN NO EVENT SHALL EITHER PARTY CUSTOMER OR QCSI BE LIABLE TO THE OTHEROTHER OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, WHETHER UNDER THEORY LOSS OF CONTRACTUSE, TORTBUSINESS INTERRUPTION, LOSS OF DATA, COST OF RECREATING LOST DATA, COST OF COVER OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, THE FURNISHING, PERFORMANCE OR USE OF THE SOFTWARE, MAINTENANCE AND SUPPORT, OR OTHERWISEOTHER ITEMS OR SERVICES PROVIDED HEREUNDER OR ANY DELAY IN DELIVERY OR FURNISHING THE SOFTWARE, FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIALMAINTENANCE AND SUPPORT, OR SPECIAL DAMAGES (INCLUDING ANY DAMAGE TO BUSINESS REPUTATION, LOST PROFITS, SAID ITEMS OR LOST DATA), WHETHER FORESEEABLE OR NOT, AND WHETHER OR NOT SUCH SERVICES EVEN IF THE PARTY IS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. . NOTWITHSTANDING ANY TERM OF THIS AGREEMENT AND Perpetual Software License And Maintenance Agreement QCSI Page 10 EXCEPT FOR LIABILITY ARISING FROM: (bi) TO THE MAXIMUM EXTENT PERMITTED BY LAWCONFIDENTIALITY OBLIGATIONS FOR BOTH PARTIES AS SET FORTH IN SECTION 8.1 BELOW; ii) CUSTOMER’S OBLIGATIONS AS CONTAINED IN SECTION 2, SECTION 3, AND SECTION 4; AND (iii) QCSI’S INDEMNITY OBLIGATIONS AS SET FORTH IN SECTION 7 BELOW, EACH PARTYOF CUSTOMER’S AND QCSI’S MAXIMUM AGGREGATE CUMULATIVE LIABILITY (WHETHER IN CONTRACT OR IN TORT OR UNDER ANY OTHER FORM OF LIABILITY) FOR DAMAGES OR LOSS, HOWSOEVER ARISING OR CAUSED, SHALL IN NO EVENT BE GREATER THAN THE AMOUNT OF THE LICENSE FEES, THE MAINTENANCE AND SUPPORT FEES, AND, IF ANY, THE AMOUNTS FOR PROFESSIONAL SERVICES UNDER SEPARATE PROFESSIONAL SERVICES AGREEMENT(S) BY AND BETWEEN THE PARTIES PAID TO QCSI BY TS DURING THE OTHER IN CONNECTION WITH THE AGREEMENT SHALL NOT EXCEED THE AGGREGATE CONTRACT VALUE FOR THE ONE- LAST TWELVE (112) YEAR PERIOD MONTHS PRIOR TO THE DATE THAT OF THE EVENT GIVING RISE TO SUCH LIABILITY FIRST ARISESLIABILITY. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Liability Limitations. EXCEPT AS OTHERWISE PROVIDED IN SECTIONS 9 AND 10 ABOVE, AND WITHOUT IN ANY WAY LIMITING CUSTOMER’S OBLIGATION TO PAY FOR THE FOLLOWING LIMITATIONS SHALL NOT APPLY TO SERVICES AS PROVIDED IN THE APPLICABLE SALES ORDERS OR WEBSITE ORDER TERMS, (i) BREACHES OF CONFIDENTIALITY OBLIGATIONS; (ii) VIOLATIONS OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS; (iii) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS; OR (iv) PAYMENT OF FEES: (a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER NEITHER PARTY WILL BE LIABLE TO THE OTHER, WHETHER UNDER THEORY OF CONTRACT, TORT, OR OTHERWISE, FOR ANY INDIRECTPUNITIVE, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, SPECIAL OR SPECIAL CONSEQUENTIAL DAMAGES (INCLUDING ANY DAMAGE TO BUSINESS REPUTATION, LOST PROFITS, OR LOST DATA), WHETHER FORESEEABLE OR NOT, AND WHETHER OR NOT SUCH PARTY IS EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. , AND EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO COLLECT ANY SUCH DAMAGES, AND (bii) TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S MAXIMUM AGGREGATE CUMULATIVE LIABILITY TO THE OTHER IN CONNECTION WITH THE AGREEMENT SHALL FOR DAMAGES HEREUNDER WILL NOT EXCEED THE AGGREGATE CONTRACT VALUE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO SNAG UNDER THE APPLICABLE SALES ORDERS OR WEBSITE ORDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT CAUSING THE LIABILITY. FURTHER, CUSTOMER ACKNOWLEDGES AND AGREES THAT SNAG SHALL HAVE NO LIABILITY OR RESPONSIBILITY WHATSOEVER, INCLUDING FOR THE ONE- (1) YEAR PERIOD PRIOR INDIRECT OR DIRECT DAMAGES, WITH RESPECT TO THE DATE THAT SUCH LIABILITY FIRST ARISESTHIRD-PARTY OFFERINGS.

Liability Limitations. THE FOLLOWING LIMITATIONS REMEDY SHALL NOT APPLY BE LIABLE FOR ANY LIABILITIES, LOSSES, OR DAMAGES, INCLUDING, WITHOUT LIMITATION, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OR LOSS OF USE, REVENUE, OR PROFITS, IN CONNECTION WITH OR ARISING OUT OF ANY FAILURE OR DEFECT IN OR UNAVAILABILITY OR USE OF THE SOFTWARE OR DOCUMENTATION, OR ANY PART THEREOF, OR THE HARDWARE AND EQUIPMENT, IF ANY, PURCHASED HEREUNDER, OR ANY SERVICES PROVIDED HEREUNDER. REMEDY SHALL NOT HAVE ANY LIABILITY WITH RESPECT TO ANY LOSS OR DAMAGE RELATED TO ANY (i) BREACHES FAILURE OF CONFIDENTIALITY OBLIGATIONSTHE SOFTWARE; OR (ii) VIOLATIONS ANY USE OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS; (iii) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS; THE SOFTWARE OR (iv) PAYMENT THE RESULTS OR DECISIONS MADE OR OBTAINED BY USERS OF FEES: (a) TO ANY OF THE MAXIMUM EXTENT PERMITTED BY LAW, SOFTWARE OR DOCUMENTATION. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER, WHETHER REMEDY'S AGGREGATE TOTAL LIABILITY UNDER THEORY OF CONTRACT, TORT, OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR SPECIAL DAMAGES (INCLUDING ANY DAMAGE TO BUSINESS REPUTATION, LOST PROFITS, OR LOST DATA), WHETHER FORESEEABLE OR NOT, AND WHETHER OR NOT SUCH PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (b) TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S AGGREGATE CUMULATIVE LIABILITY TO THE OTHER IN CONNECTION WITH THE THIS AGREEMENT SHALL NOT EXCEED THE AGGREGATE CONTRACT VALUE FOR LESSER OF FRANCHISEE'S ACTUAL DIRECT DAMAGES OR THE ONE- (1) YEAR AMOUNT FRANCHISEE ACTUALLY PAID REMEDY DURING THE SIX MONTH PERIOD PRIOR TO IMMEDIATELY PRECEDING THE DATE THAT SUCH LIABILITY FIRST ARISESDAMAGE-CAUSING EVENT. THE LIMITATIONS CONTAINED IN THIS SECTION SHALL APPLY EVEN IF ANY LIMITED REMEDY FAILS IN ITS ESSENTIAL PURPOSE.

Liability Limitations. 16.1 EXCEPT FOR THE FOLLOWING INDEMNIFICATION OBLIGATIONS ARISING UNDER SECTION 15, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY IN ANY MANNER, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHER THEORY, FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR STATUTORY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, REVENUES, BUSINESS, OR PROFITS. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS SHALL NOT CONTAINED IN THIS SECTION APPLY TO (i) BREACHES REGARDLESS WHETHER THEY ARE ADVISED OF CONFIDENTIALITY OBLIGATIONS; (ii) VIOLATIONS OR WERE AWARE OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS; (iii) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS; OR (iv) PAYMENT THE POSSIBILITY OF FEES:THE DAMAGES SET FORTH IN THE PRECEDING SENTENCE. (a) 16.2 THE LIMITATIONS SET FORTH IN THIS SECTION WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RULE AND REGULATION, NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES SET FORTH IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THIS AGREEMENT. THE OTHER, WHETHER UNDER THEORY PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF CONTRACT, TORT, OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR SPECIAL DAMAGES (INCLUDING ANY DAMAGE TO BUSINESS REPUTATION, LOST PROFITS, OR LOST DATA), WHETHER FORESEEABLE OR NOTRISK AND FIND IT REASONABLE, AND WHETHER OR NOT SUCH PARTY IS ADVISED THAT THE LIMITATIONS SET FORTH IN THIS SECTION ARE AN ESSENTIAL BASIS OF THE POSSIBILITY OF SUCH DAMAGESBARGAIN BETWEEN THE PARTIES. (b) TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S AGGREGATE CUMULATIVE LIABILITY TO THE OTHER IN CONNECTION WITH THE AGREEMENT SHALL NOT EXCEED THE AGGREGATE CONTRACT VALUE FOR THE ONE- (1) YEAR PERIOD PRIOR TO THE DATE THAT SUCH LIABILITY FIRST ARISES.

Liability Limitations. THE FOLLOWING LIMITATIONS SHALL NOT APPLY TO (i) BREACHES OF CONFIDENTIALITY OBLIGATIONS; (ii) VIOLATIONS OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS; (iii) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS; NOTWITHSTANDING ANYTHING IN THIS AGREEMENT OR (iv) PAYMENT OF FEES: (a) ANY ANCILLARY AGREEMENT TO THE MAXIMUM EXTENT PERMITTED BY LAWCONTRARY, IN NO EVENT SHALL WILL EITHER PARTY BE LIABLE TO THE OTHEROTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, LOST MILESTONES, OR LOST ROYALTIES UNDER THIS AGREEMENT OR ANY ANCILLARY AGREEMENT, WHETHER UNDER THEORY OF IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, FOR ARISING OUT OF (a) THE DEVELOPMENT, COMMERCIALIZATION, USE OR SALE OF ANY INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIALLICENSED COMPOUND OR PRODUCT DEVELOPED, OR SPECIAL DAMAGES (INCLUDING COMMERCIALIZED HEREUNDER OR UNDER ANY DAMAGE TO BUSINESS REPUTATION, LOST PROFITSANCILLARY AGREEMENT, OR LOST DATA), WHETHER FORESEEABLE OR NOT, AND WHETHER OR NOT SUCH PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (b) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S AGGREGATE CUMULATIVE LIABILITY TO PROVISIONS OF THIS AGREEMENT OR ANY ANCILLARY AGREEMENT. THE OTHER FOREGOING LIMITATIONS IN CONNECTION WITH THE AGREEMENT THIS SECTION 11.6 SHALL NOT EXCEED THE AGGREGATE CONTRACT VALUE APPLY TO (I) ANY LIABILITY OF EITHER PARTY ARISING FROM ITS OR ITS AFFILIATE’S OR SUBCONTRACTOR’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (II) ANY CLAIMS UNDER SECTION 11.1 OR SECTION 11.2 OR (III) ANY LIABILITY OF EITHER PARTY FOR THE ONE- (1) YEAR PERIOD PRIOR TO THE DATE THAT SUCH LIABILITY FIRST ARISESBREACH OF SECTION 7.1 OR SECTIONS 7.2.1 or 7.2.2.

Liability Limitations. THE FOLLOWING LIMITATIONS SHALL NOT APPLY TO (i) BREACHES OF CONFIDENTIALITY OBLIGATIONS; (ii) VIOLATIONS OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS; (iii) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS; UNDER NO CIRCUMSTANCES WILL SIGMAFLOW OR (iv) PAYMENT OF FEES: (a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY ITS AUTHORIZED REPRESENTATIVES BE LIABLE TO THE OTHER, WHETHER UNDER THEORY OF CONTRACT, TORT, OR OTHERWISE, FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTALSPECIAL, PUNITIVE, CONSEQUENTIAL, EXEMPLARY OR SPECIAL DAMAGES (INCLUDING ANY DAMAGE TO BUSINESS REPUTATION, LOST PROFITS, OR LOST DATA)INCIDENTAL DAMAGES, WHETHER FORESEEABLE OR NOTUNFORESEEABLE, AND WHETHER BASED ON CLAIMS BY CUSTOMER OR ANY THIRD PARTY (INCLUDING, BUT NOT SUCH PARTY IS ADVISED LIMITED TO, CLAIMS FOR LOSS OF DATA, GOODWILL, PROFITS, USE OF MONEY OR USE OF THE POSSIBILITY PRODUCTS, INTERRUPTION IN USE OR AVAILABILITY OF SUCH DAMAGES. (b) DATA, STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS), ARISING OUT OF BREACH OF EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, BREACH OF ANY INTELLECTUAL PROPERTY RIGHT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE, EXCEPT ONLY IN THE CASE OF PERSONAL INJURY WHERE AND TO THE MAXIMUM EXTENT PERMITTED THAT APPLICABLE LAW REQUIRES SUCH LIABILITY. IN NO EVENT WILL THE AGGREGATE LIABILITY INCURRED IN ANY ACTION OR PROCEEDING BY LAW, EACH PARTY’S AGGREGATE CUMULATIVE LIABILITY TO THE OTHER IN CONNECTION WITH THE AGREEMENT SHALL NOT SIGMAFLOW OR ITS AUTHORIZED REPRESENTATIVE EXCEED THE AGGREGATE CONTRACT VALUE TOTAL AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE ONE- (1) YEAR PERIOD PRIOR TO SPECIFIC LICENSED MATERIAL THAT DIRECTLY CAUSED THE DATE THAT SUCH LIABILITY FIRST ARISESDAMAGE.

Liability Limitations. 10.1 WITH THE FOLLOWING LIMITATIONS SHALL NOT APPLY TO (i) BREACHES EXCEPTION OF ANY BREACH BY A PARTY OF ITS CONFIDENTIALITY OBLIGATIONS; (ii) VIOLATIONS OBLIGATIONS HEREUNDER, OR ANY MISAPPROPRIATION BY A PARTY OF EITHER THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS; (iii) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS; OR (iv) PAYMENT OF FEES: (a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT NEITHER PARTY SHALL EITHER PARTY BE LIABLE TO THE OTHER, WHETHER UNDER THEORY OF CONTRACT, TORT, OR OTHERWISE, OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, PUNITIVESPECIAL OR CONSEQUENTIAL DAMAGES, CONSEQUENTIALINCLUDING, BUT NOT LIMITED TO, FRUSTRATION OF ECONOMIC OR SPECIAL DAMAGES (INCLUDING ANY DAMAGE TO BUSINESS REPUTATIONEXPECTATIONS, LOST LOSS OF PROFITS, OR LOST DATALOSS OF ANTICIPATED REVENUE, COST OF CAPITAL, COST OF SUBSTITUTE PRODUCT(S), FACILITIES OR SERVICES, DOWNTIME COST, REGARDLESS OF WHETHER FORESEEABLE SUCH CLAIMS ARE BASED IN WARRANTY, CONTRACT, NEGLIGENCE, STRICT TORT, PRODUCTS LIABILITY OR NOTOTHERWISE, AND WHETHER OR NOT SUCH EVEN IF THAT PARTY IS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (b) TO . THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S AGGREGATE CUMULATIVE LIABILITY TO PARTIES EXPRESSLY AGREE THAT THE OTHER LIMITATIONS ON DAMAGES SET FORTH IN CONNECTION WITH THIS AGREEMENT ARE AGREED ALLOCATIONS OF RISK CONSTITUTING IN PART THE AGREEMENT SHALL NOT EXCEED THE AGGREGATE CONTRACT VALUE CONSIDERATION FOR THE ONE- (1) YEAR PERIOD PRIOR TO PARTIES’ RESPECTIVE RIGHTS AND OBLIGATIONS SET FORTH IN THIS AGREEMENT. IN ADDITION, THE DATE THAT SUCH LIABILITY FIRST ARISESPARTIES AGREE THE FOREGOING IN NO WAY LIMITS THEIR RESPECTIVE INDEMNITY OBLIGATIONS HEREUNDER.

Liability Limitations. 16.1 EXCEPT FOR THE FOLLOWING INDEMNIFICATION OBLIGATIONS ARISING UNDER SECTION 15, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY IN ANY MANNER, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHER THEORY, FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR STATUTORY DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF DATA, REVENUES, BUSINESS OR PROFITS. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS SHALL NOT CONTAINED IN THIS SECTION APPLY TO (i) BREACHES REGARDLESS OF CONFIDENTIALITY OBLIGATIONS; (ii) VIOLATIONS WHETHER THEY ARE ADVISED OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS; (iii) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS; OR (iv) PAYMENT WERE AWARE OF FEES:THE POSSIBILITY OF THE DAMAGES SET FORTH IN THE PRECEDING SENTENCE. (a) 16.2 THE LIMITATIONS SET FORTH IN THIS SECTION WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RULE AND REGULATION, NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES SET FORTH IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THIS AGREEMENT. THE OTHER, WHETHER UNDER THEORY PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF CONTRACT, TORT, OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR SPECIAL DAMAGES (INCLUDING ANY DAMAGE TO BUSINESS REPUTATION, LOST PROFITS, OR LOST DATA), WHETHER FORESEEABLE OR NOTRISK AND FIND IT REASONABLE, AND WHETHER OR NOT SUCH PARTY IS ADVISED THAT THE LIMITATIONS SET FORTH IN THIS SECTION ARE AN ESSENTIAL BASIS OF THE POSSIBILITY BARGAIN BETWEEN THE PARTIES. CONFIDENTIAL PORTIONS OF SUCH DAMAGES. (b) THIS EXHIBIT MARKED AS [***] HAVE BEEN OMITTED PURSUANT TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S AGGREGATE CUMULATIVE LIABILITY TO THE OTHER IN CONNECTION A REQUEST FOR CONFIDENTIAL TREATMENT AND HAVE BEEN FILED SEPARATELY WITH THE AGREEMENT SHALL NOT EXCEED THE AGGREGATE CONTRACT VALUE FOR THE ONE- (1) YEAR PERIOD PRIOR TO THE DATE THAT SUCH LIABILITY FIRST ARISESSECURITIES AND EXCHANGE COMMISSION.

Liability Limitations. THE FOLLOWING LIMITATIONS SHALL NOT APPLY TO (i) BREACHES OF CONFIDENTIALITY OBLIGATIONS; (ii) VIOLATIONS OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS; (iii) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS; OR (iv) PAYMENT OF FEES: (a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, a. IN NO EVENT SHALL EITHER PARTY TI, OR ANY APPLICABLE LICENSOR, BE LIABLE TO THE OTHER, WHETHER UNDER THEORY OF CONTRACT, TORT, OR OTHERWISE, FOR ANY INDIRECTSPECIAL, INCIDENTAL, PUNITIVECONSEQUENTIAL OR INDIRECT DAMAGES, CONSEQUENTIALIN CONNECTION WITH OR ARISING OUT THE LICENSES GRANTED HEREIN OR EVALUATOR’S USE OF THE LICENSED MATERIALS, OR SPECIAL DAMAGES (INCLUDING HOWEVER CAUSED, ON ANY DAMAGE TO BUSINESS REPUTATION, LOST PROFITS, OR LOST DATA), THEORY OF LIABILITY AND REGARDLESS OF WHETHER FORESEEABLE OR NOT, AND WHETHER OR NOT SUCH PARTY IS TI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDED DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, COST OF REMOVAL OR REINSTALLATION, COMPUTER TIME, LABOR COSTS, LOSS OF DATA, LOSS OF GOODWILL, LOSS OF PROFITS, LOSS OF SAVINGS, OR LOSS OF USE OR INTERRUPTION OF BUSINESS. (b) TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTYb. IN NO EVENT SHALL TI’S AGGREGATE CUMULATIVE LIABILITY TO THE OTHER IN CONNECTION WITH THE UNDER THIS AGREEMENT SHALL NOT EXCEED THE AGGREGATE CONTRACT VALUE FOR GREATER OF THE ONE- FEES PAID TO TI BY EVALUATOR UNDER THIS AGREEMENT OR FIVE HUNDRED DOLLARS (1) YEAR PERIOD PRIOR TO $500). THIS LIMITATION APPLIES REGARDLESS OF WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. THE DATE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE OR EXTEND THESE LIMITS. c. EVALUATOR ACKNOWLEDGES AND AGREES THAT THE FOREGOING LIABILITY LIMITATIONS ARE ESSENTIAL ELEMENTS OF THIS AGREEMENT AND THAT IN THE ABSENCE OF SUCH LIABILITY FIRST ARISESLIMITATIONS, THE MATERIAL AND ECONOMIC TERMS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.

Liability Limitations. THE FOLLOWING LIMITATIONS SHALL NOT APPLY TO (i) BREACHES OF CONFIDENTIALITY OBLIGATIONS; (ii) VIOLATIONS OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS; (iii) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS; OR (iv) PAYMENT OF FEES: (a) TO THE MAXIMUM EXTENT PERMITTED BY LAWEXCEPT AS EXPRESSLY SPECIFIED HEREIN, IN NO EVENT SHALL EITHER PARTY THE AFM 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 UNDER THEORY OF BASED IN CONTRACT, TORT, OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR SPECIAL DAMAGES (INCLUDING ANY DAMAGE TO BUSINESS REPUTATION, LOST PROFITS, OR LOST DATA), WHETHER FORESEEABLE OR NOT, AND WHETHER OR NOT SUCH PARTY IS EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. , WHICH ARISE OUT OF OR ARE ANY WAY CONNECTED WITH (b1) THIS AGREEMENT (INCLUDING ANY CHANGES THERETO), (2) ANY USE OF THE PORTAL, OR OTHER AFM SITES, SERVICES, AFM’S 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 MAXIMUM EXTENT PERMITTED BY LAWPORTAL), EACH PARTY’S AGGREGATE CUMULATIVE LIABILITY OR (4) YOUR VISIT TO ANY HUNTING PROPERTY OR THE OTHER PERFORMANCE, NON‐PERFORMANCE, CONDUCT, OR POLICIES OF ANY AFM EMPLOYEE, CONTRACTOR, OR LANDOWNER IN CONNECTION WITH THE AGREEMENT SHALL NOT EXCEED THE AGGREGATE CONTRACT VALUE FOR THE ONE- (1) YEAR PERIOD PRIOR PORTAL. IN ADDITION, YOU SPECIFICALLY UNDERSTAND AND AGREE THAT ANY THIRD PARTY DIRECTING YOU TO THE DATE THAT SUCH LIABILITY FIRST ARISESPORTAL 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 PORTAL OR AFM CONTENT.

Liability Limitations. THE FOLLOWING LIMITATIONS SHALL NOT APPLY TO (i) BREACHES OF CONFIDENTIALITY OBLIGATIONS; (ii) VIOLATIONS OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS; (iii) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS; OR (iv) PAYMENT OF FEES: (a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN UNDER NO EVENT SHALL EITHER PARTY CIRCUMSTANCES WILL TECH 2 SUCCESS BE LIABLE TO FOR: LOSS OF REVENUE; LOSS OF DATA; LOSS OF ACTUAL OR ANTICIPATED PROFITS; LOSS OF CONTRACTS; LOSS OF THE OTHER, WHETHER UNDER THEORY USE OF CONTRACT, TORTMONEY; LOSS OF ANTICIPATED SAVINGS; LOSS OF BUSINESS; LOSS OF OPPORTUNITY; LOSS OF GOODWILL; LOSS OF REPUTATION; LOSS OF, OR OTHERWISE, FOR ANY INDIRECT, INCIDENTALCONSEQUENTIAL OR INDIRECT LOSS OR SPECIAL, PUNITIVE, CONSEQUENTIAL, OR SPECIAL INCIDENTAL DAMAGES (INCLUDING ANY INCLUDING, FOR THE AVOIDANCE OF DOUBT, WHERE SUCH LOSS OR DAMAGE TO BUSINESS REPUTATION, LOST PROFITS, IS ALSO OF A CATEGORY OF LOSS OR LOST DATADAMAGE ALREADY LISTED), WHETHER FORESEEABLE OR NOTUNFORESEEABLE, AND WHETHER 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 ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE. TECH 2 SUCCESS IS NOT SUCH LIABLE TO CUSTOMER OR ANY THIRD PARTY IS ADVISED FOR THE FAILURE OF A PERSON TO ENTER INTO A TRANSACTION BY MEANS OF CUSTOMER’S USE OF THE POSSIBILITY OF SUCH DAMAGESSERVICES, TECHNOLOGY, ANY MODULE (OR OTHER SOFTWARE LICENSED) OR THE SERVICES. (b) TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S AGGREGATE CUMULATIVE LIABILITY TO THE OTHER IN CONNECTION WITH THE AGREEMENT SHALL NOT EXCEED THE AGGREGATE CONTRACT VALUE FOR THE ONE- (1) YEAR PERIOD PRIOR TO THE DATE THAT SUCH LIABILITY FIRST ARISES.

Liability Limitations. NEITHER PARTY’S LIABILITY, AND CORRESPONDING DAMAGES, WITH RESPECT TO ANY SINGLE, MULTIPLE, OR SERIES OF INCIDENTS ARISING OUT OF OR RELATING TO THIS NPA SaaS AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) SHALL EXCEED THE FOLLOWING LIMITATIONS TOTAL AGGREGATE DOLLARS ACTUALLY PAID BY CUSTOMER TO NTI FOR THE SaaS, NOVATIME SaaS MATERIALS AND PRODUCT SERVICES UNDER THE NPA SaaS AGREEMENT IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT OR CAUSE GIVING RISE TO SUCH CLAIM FOR DAMAGES; AND IF SUCH LIABILITY RESULTS FROM CUSTOMER USE OF A PARTICULAR PORTION OF THE SaaS, NOVATIME SaaS MATERIALS, OR NTI PRODUCT/SERVICES UNDER THE NPA SaaS AGREEMENT, SUCH LIABILITY SHALL BE LIMITED TO THE FEES PAID BY CUSTOMER TO NTI FOR THE DEFICIENT OR SHORTFALL PORTION OF THE SaaS, NOVATIME SaaS MATERIALS, AND/OR PRODCUT/SERVICES GIVING RISE TO THE LIABILITY. THE LIMITATION OF EITHER PARTY’S LIABILITY SET FORTH IN THE PRIOR SENTENCE SHALL NOT APPLY TO (i) BREACHES OF CONFIDENTIALITY OBLIGATIONS; (ii) VIOLATIONS OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS; (iii) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS; THE INDEMNITY OBLIGATIONS PER SECTION XV HEREOF OR (iv) PAYMENT OF FEES: (a) TO ELSEWHERE IN THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER, WHETHER UNDER THEORY OF CONTRACT, TORT, OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR SPECIAL DAMAGES (INCLUDING ANY DAMAGE TO BUSINESS REPUTATION, LOST PROFITS, OR LOST DATA), WHETHER FORESEEABLE OR NOT, AND WHETHER OR NOT SUCH PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGESNPA SaaS AGREEMENT. (b) TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S AGGREGATE CUMULATIVE LIABILITY TO THE OTHER IN CONNECTION WITH THE AGREEMENT SHALL NOT EXCEED THE AGGREGATE CONTRACT VALUE FOR THE ONE- (1) YEAR PERIOD PRIOR TO THE DATE THAT SUCH LIABILITY FIRST ARISES.

Liability Limitations. THE FOLLOWING LIMITATIONS SHALL NOT APPLY TO (i) BREACHES OF CONFIDENTIALITY OBLIGATIONS; (ii) VIOLATIONS OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS; (iii) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS; NOTWITHSTANDING ANYTHING IN THIS AGREEMENT OR (iv) PAYMENT OF FEES: (a) ANY ANCILLARY AGREEMENT TO THE MAXIMUM EXTENT PERMITTED BY LAWCONTRARY, IN NO EVENT SHALL WILL EITHER PARTY BE LIABLE TO THE OTHEROTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. EXEMPLARY DAMAGES, OR FOR LOST PROFITS, LOST MILESTONES, OR LOST ROYALTIES UNDER THIS AGREEMENT OR ANY ANCILLARY AGREEMENT, WHETHER UNDER THEORY OF IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, FOR ARISING OUT OF (a) THE DEVELOPMENT, COMMERCIALIZATION, USE OR SALE OF ANY INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIALLICENSED COMPOUND OR PRODUCT DEVELOPED, OR SPECIAL DAMAGES (INCLUDING COMMERCIALIZED HEREUNDER OR UNDER ANY DAMAGE TO BUSINESS REPUTATION, LOST PROFITSANCILLARY AGREEMENT, OR LOST DATA), WHETHER FORESEEABLE OR NOT, AND WHETHER OR NOT SUCH PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (b) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S AGGREGATE CUMULATIVE LIABILITY TO PROVISIONS OF THIS AGREEMENT OR ANY ANCILLARY AGREEMENT. THE OTHER FOREGOING LIMITATIONS IN CONNECTION WITH THE AGREEMENT THIS SECTION 9.6 SHALL NOT EXCEED THE AGGREGATE CONTRACT VALUE APPLY TO (I) ANY LIABILITY OF EITHER PARTY ARISING FROM ITS OR ITS AFFILIATE’S OR SUBCONTRACTOR’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (II) ANY CLAIMS UNDER SECTION 9.1, 9.2 OR 9.3 OR (III) ANY LIABILITY OF EITHER PARTY FOR THE ONE- (1) YEAR PERIOD PRIOR TO THE DATE THAT SUCH LIABILITY FIRST ARISESBREACH OF SECTION 5.1 OR SECTIONS 5.2.1 or 5.2.2.