Common use of Liability Restrictions Clause in Contracts

Liability Restrictions. (a) IN NO EVENT, WHETHER IN CONTRACT, IN TORT (INCLUDING BREACH OF WARRANTY, NEGLIGENCE AND STRICT LIABILITY IN TORT), OR OTHERWISE, SHALL A PARTY BE LIABLE TO THE OTHER PARTY (OR ANYONE CLAIMING UNDER OR THROUGH THE OTHER PARTY) FOR INDIRECT OR CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES ARISING OUT OF, RESULTING FROM, ON IN ANY WAY CONNECTED WITH THE PERFORMANCE OR BREACH OF THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. The foregoing shall not apply to [* * * ]. (b) Subject to Sections 17.2(c) and 17.2(d), each party’s total liability to the other for any event giving rise to liability, whether in contract, in tort (including breach of warranty, negligence and strict liability in tort), or otherwise arising out of, resulting from, or in any way connected with, the performance or breach of this Agreement, shall be limited to an amount equal to: (i) Prior to [* * * ] $[* * * ] (ii) Beginning at the [* * * ] $[* * * ] (iii) After the [* * * ] [* * * ]% [* * * ] do not count against and do not reduce the amounts available under the foregoing limitations. (c) The limitations set forth in 17.2(b) shall not apply with respect to: (i) Claims that are the subject of indemnification pursuant to Sections 16.1(a), 16.1(d), 16.1(e), 16.2(a) and the last sentence of Section 16.4(a); and (ii) Damages occasioned by a party’s breach of its obligations with respect to Confidential Information; (d) The limitations set forth in 17.2(b) shall not apply and each party’s total liability to the other, whether in contract, in tort (including breach of warranty, negligence and strict liability in tort), or otherwise for damages occasioned by a party’s breach of [* * * ] of this Agreement shall be limited to: (i) Prior to the [* * * ] $[* * * ] (ii) Beginning at the [* * * ] $[* * * ] (iii) After the [* * * ] $[* * * ] [* * * ] do not count against and do not reduce the amounts available under the foregoing limitations. (e) The following shall be [* * * ] the extent they result from a party’s failure to fulfill its obligations in accordance with this Agreement: (i) [* * * ] necessitated by failure to comply with Applicable Laws and Capital One’s requirements, including the Production Specifications (as defined in Schedule A); (ii) Capital One’s incremental expenses incurred in resolving [* * * ] (as defined in Schedule A) and other problems caused by First Data (e.g., [* * * ]); and (iii) More than a reasonable amount of [* * * ] provided on a Pass-Through Expense basis. (f) Each party shall have a duty to mitigate damages for which the other party is responsible.

Liability Restrictions. (a) SUBJECT TO SECTION 19.2(c) BELOW, IN NO EVENT, WHETHER IN CONTRACT, CONTRACT OR IN TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY, NEGLIGENCE AND STRICT LIABILITY IN TORT)LIABILITY, OR OTHERWISE, SHALL A PARTY BE LIABLE TO THE OTHER PARTY (OR ANYONE CLAIMING UNDER OR THROUGH THE OTHER PARTY) FOR INDIRECT OR INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE PUNITIVE, INCIDENTAL, OR SPECIAL DAMAGES ARISING OUT OFDAMAGES, RESULTING FROM, ON IN ANY WAY CONNECTED WITH THE PERFORMANCE OR BREACH OF THIS AGREEMENTLOST PROFITS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. The foregoing shall not apply to [* * * ]. (b) Subject to Sections 17.2(cSection 19.2(c) and 17.2(d)Section 19.2(d) below, each party’s total liability of the Parties will be liable to the other for any event giving rise direct damages arising out of or relating to liabilityits performance or failure to perform under this Agreement; provided, however, that the liability of a Party to the other Party, whether based on an action or claim in contract, equity, negligence, tort or otherwise, will not in tort the aggregate exceed an amount equal to the greater of: (including breach i) $5,000,000 or (ii) the amount of warrantyCharges paid or payable by ACI under this Agreement during the twelve (12) months immediately preceding the occurrence of the first event, negligence and strict act or omission on which such liability in tort)is based; provided, or otherwise arising out ofhowever, resulting fromthat however, or in any way connected withthat (1) if twelve (12) months has not elapsed since the Effective Date, the performance amount for this subsection (ii) will be equal to twelve (12) times the average monthly Charges for the elapsed period of the Term or breach (2) if the event, act or omission occurred after the expiration or termination of this Agreement, shall be limited to an the amount equal to: (i) Prior to [* * * ] $[* * * ] for this subsection (ii) Beginning at will be equal to the [* * * ] $[* * * ] aggregate amount of Charges paid or payable by ACI during the last twelve (iii) After 12)-month-period of time during the [* * * ] [* * * ]% [* * * ] do not count against and do not reduce the amounts available under the foregoing limitationsTerm. (c) The limitations set forth in 17.2(bSection 19.2(a) and Section 19.2(b) above shall not apply with respect to: (i) Claims claims that are the subject of indemnification pursuant to Sections 16.1(a)18.1 and 18.2; provided, 16.1(d), 16.1(e), 16.2(ahowever that damages payable for indemnification claims set forth in Section 18.1(l) (relating to violations of Vendor Laws) shall (i) be included in the damages cap set forth in Section 19.2(b) and the last sentence of Section 16.4(a)(ii) not exceed $1,000,000; and (ii) Damages damages occasioned by infringement of a partyParty’s breach Intellectual Property Rights or misappropriation of its obligations with respect to Confidential Information;. (d) The limitations set forth in 17.2(bSection 19.2(b) above shall not apply and each party’s total liability to the other, whether in contract, in tort (including breach of warranty, negligence and strict liability in tort), or otherwise for damages occasioned by a party’s breach of [* * * ] of this Agreement shall be limited with respect to: (i) Prior damages occasioned by the willful misconduct or gross negligence of a Party; in which case each of the Parties will be liable to the [* * * ] other for any direct damages arising out of or relating to its performance or failure to perform under this Agreement; provided, however, that the liability of a Confidential Master Services Agreement Party to the other Party, whether based on an action or claim in contract, equity, negligence, tort or otherwise, will not in the aggregate exceed an amount equal to the greater of: (i) $[* * * ]7,000,000 or (ii) the amount of Charges paid or payable by ACI under this Agreement during the fifteen (15) months immediately preceding the occurrence of the first event, act or omission on which such liability is based; provided, however, that however, that (1) if fifteen (15) months has not elapsed since the Effective Date, the amount for this subsection (ii) will be equal to fifteen (15) times the average monthly Charges for the elapsed period of the Term or (2) if the event, act or omission occurred after the expiration or termination of this Agreement, the amount for this subsection (ii) will be equal to the aggregate amount of Charges paid or payable by ACI during the last fifteen (15)-month-period of time during the Term. (ii) Beginning at damages occasioned by abandonment of all or substantially all of the [* * * ] $[* * * ] work required to perform the Services in which case the limitations will be the same as those set forth in Section 19.2(d)(i) above. In addition, for Vendor’s breaches of its obligations under Section 15.3 (iiiConfidential Information) After resulting in a release of Personally Identifiable Information, in addition to the [* * * ] $[* * * ] [* * * ] do not count against direct damages limited by Section 19.2(b) above and do not reduce the amounts available ACI’s other rights under the foregoing limitations. (e) The following Agreement, Vendor shall be [* * * ] the extent they result from a party’s failure to fulfill its obligations in accordance with this Agreement: pay for (i) [* * * ] necessitated by failure legally required notifications to comply with Applicable Laws ACI’s customers and Capital One’s requirements, including the Production Specifications (as defined in Schedule A); (ii) Capital Onecredit monitoring services for ACI’s incremental expenses incurred in resolving [* * * ] (as defined in Schedule A) and other problems caused by First Data (e.g., [* * * ]); and (iii) More than a reasonable customers up to an amount of [* * * ] provided on a Pass-Through Expense basisnot to exceed $1,000,000. (f) Each party shall have a duty to mitigate damages for which the other party is responsible.

Liability Restrictions. (a) SUBJECT TO SECTION 20.2(c), IN NO EVENT, WHETHER IN CONTRACT, IN TORT (INCLUDING BREACH OF WARRANTY, NEGLIGENCE AND STRICT LIABILITY IN TORT), OR OTHERWISE, SHALL A PARTY BE LIABLE TO THE OTHER PARTY (OR ANYONE CLAIMING UNDER OR THROUGH THE OTHER PARTY) FOR INDIRECT OR CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES ARISING OUT OF, RESULTING FROM, ON OR IN ANY WAY CONNECTED WITH THE PERFORMANCE OR BREACH OF THIS AGREEMENTAGREEMENT OR ANY APPLICABLE SOW, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. The foregoing shall not apply to [* * * ].D&B/Acxiom Confidential Information -80- (b) Subject to Sections 17.2(c) and 17.2(dSection 20.2(c), each party’s total liability to the other for any event giving rise to liabilityother, whether in contract, in tort (including breach of warranty, negligence and strict liability in tort), or otherwise arising out of, resulting from, or in any way connected with, the performance or breach of this Agreement, Agreement or any applicable SOW hereunder shall be limited to an amount equal to: (i) Prior to [* * * ] $[* * * ] (ii) Beginning at the [* * * ] $[* * * ] (iii) After the [* * * ] [* * * ]% [* * * ] ***. Service Level Credits do not count against and do not reduce the amounts available under the foregoing limitations. (c) The limitations set forth in 17.2(bSections 20.2(a) and 20.2(b) shall not apply with respect to: (i) Claims damages occasioned by the willful misconduct or gross negligence of a party; (ii) damages, which shall include ***, occasioned by Acxiom’s breach of the negative covenant in Section 7 of SOW #1; (iii) Losses payable to third parties (and reasonable costs of defense) arising from claims that are the subject of indemnification pursuant this Agreement, including Article 19; provided however, that: (A) with respect to claims that are the subject of indemnification pursuant to Sections 16.1(a)Section 19.1(j) hereunder, 16.1(d)the limitations in Section 20.2(b) shall apply with the following modifications: the *** limitations in Section 20.2(b) shall instead be replaced by *** limitations (i.e., 16.1(e), 16.2(a) and the last sentence limit of Section 16.4(a)liability shall be an amount equal to ***; and (iiB) Damages with respect to (I) claims that are the subject of indemnification pursuant to Section 19.1(f) hereunder, and (II) to the extent such indemnity obligation is with respect to a breach of Section 17.1, 17.5, 17.6, 17.8 and/or 17.9 of this Agreement, and (III) such breach is a cause of or constitutes a physical and/or data security control breach pursuant to Section 19.1(j), then the limitations in Section 20.2(b) shall apply with the following modifications: the *** limitations in Section 20.2(b) shall instead be replaced by *** limitations (i.e., the limit of liability shall be an amount equal to ***; (iv) damages occasioned by Acxiom’s breach of Section 17.2(b) of this Agreement; (v) damages occasioned by a party’s breach of its obligations with respect to Confidential Information;; *** Omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission. (vi) third party damages (A) equal to the fines and/or penalties assessed by government or regulatory authorities, or (B) incurred with respect to private or governmental lawsuits, which fines, penalties, or lawsuits directly result from a party’s breach of Section 23.1 of this Agreement; and (vii) damages occasioned by Acxiom’s (A) wrongful termination of this Agreement or (B) abandonment of the Services (including failure to perform during resolution of any dispute, as required by Section 21.3). (d) The limitations set forth in 17.2(b) shall not apply and each party’s total liability to the other, whether in contract, in tort (including breach of warranty, negligence and strict liability in tort), or otherwise for damages occasioned by a party’s breach of [* * * ] of this Agreement shall be limited to: (i) Prior to the [* * * ] $[* * * ] (ii) Beginning at the [* * * ] $[* * * ] (iii) After the [* * * ] $[* * * ] [* * * ] do not count against and do not reduce the amounts available under the foregoing limitations. (e) The following shall be [* * * ] considered direct damages shall not be considered consequential damages to the extent they result from a party’s failure to fulfill its obligations in accordance with this Agreement: (i) [* * * ] necessitated by failure to comply with Applicable Laws and Capital Onecosts of recreating or reloading any of D&B’s requirements, including the Production Specifications (as defined in Schedule A)information that is lost or damaged; (ii) Capital One’s incremental costs of implementing a workaround in respect of a failure to provide the Services; (iii) costs of replacing lost or damaged equipment and software and materials; (iv) costs and expenses incurred to correct errors in resolving [* * * ] software maintenance and enhancements provided as part of the Services; (as defined in Schedule Av) costs and other problems caused by First Data (e.g., [* * * ])expenses incurred to procure the Services from an alternate source; and (iiivi) More than a reasonable amount straight time, overtime, or related expenses incurred by D&B or its Affiliates, including overhead allocations for employees, wages and salaries of [* * * ] provided on a Pass-Through Expense basisadditional personnel, travel expenses, telecommunication and similar charges incurred due to the failure of Acxiom to provide the Services or incurred in connection with (i) through (v) above. (fe) Each party shall have a duty to mitigate damages for which the other party is responsible.

Liability Restrictions. (a) SUBJECT TO SECTION 20.2(c), IN NO EVENT, WHETHER IN CONTRACT, IN TORT (INCLUDING BREACH OF WARRANTY, NEGLIGENCE AND STRICT LIABILITY IN TORT), OR OTHERWISE, SHALL A PARTY BE LIABLE TO THE OTHER PARTY (OR ANYONE CLAIMING UNDER OR THROUGH THE OTHER PARTY) FOR INDIRECT OR CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES ARISING OUT OF, RESULTING FROM, ON OR IN ANY WAY CONNECTED WITH THE PERFORMANCE OR BREACH OF THIS AGREEMENTAGREEMENT OR ANY APPLICABLE SOW, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. The foregoing shall not apply to [* * * ]. (b) Subject in each instance to Sections 17.2(c) and 17.2(dSection 20.2(c), each the parties hereby agree to the following provisions: (i) Each party’s total liability to the other for any event giving rise to liabilityother, whether in contract, in tort (including breach of warranty, negligence and strict liability in tort), or otherwise arising out of, resulting from, or in any way connected with, the performance or breach of this Agreement or any applicable SOW hereunder (other than SOW No. 9 to this Agreement, ) shall be limited to an amount equal to: (i) Prior to [* * * ] $[* * * ]***. (ii) Beginning at the [* * * ] $[* * * ] (iii) After the [* * * ] [* * * ]% [* * * ] do not count against and do not reduce the amounts available under the foregoing limitations. (c) The limitations set forth in 17.2(b) shall not apply with respect to: (i) Claims that are the subject of indemnification pursuant With regard to Sections 16.1(a)SOW No. 9 to this Agreement, 16.1(d), 16.1(e), 16.2(a) and the last sentence of Section 16.4(a); and (ii) Damages occasioned by a party’s breach of its obligations with respect to Confidential Information; (d) The limitations set forth in 17.2(b) shall not apply and each party’s total liability to the other, whether in contract, in tort (including breach of warranty, negligence and strict liability in tort), or otherwise for arising out of, resulting from, or in any way connected with, the performance or breach of SOW No. 9 to this Agreement or SOW No. I-9 to the IMSA shall be limited to an amount equal ***. (c) The limitations set forth in Sections 20.2(a) and 20.2(b) shall not apply with respect to: (i) damages occasioned by the willful misconduct or gross negligence of a party; (ii) [Intentionally Omitted]; (iii) Losses payable to third parties (and reasonable costs of defense) arising from claims that are the subject of indemnification pursuant this Agreement, including Article 19; provided however, that with respect to claims that are the subject of indemnification pursuant to Section 19.1(j) hereunder, the limitations in Section 20.2(b) shall apply with the following modifications: the *** limitations in Sections 20.2(b)(i) and 20.2(b)(ii) shall be replaced by *** limitations (***); and with respect to (I) claims that are the subject of indemnification pursuant to Section 19.1(f) hereunder, and (II) to the extent such indemnity obligation is with respect to a breach of Section 17.1, 17.5, 17.6, 17.8, and/or 17.9 of this Agreement, and (III) such breach is a cause of or constitutes a physical and/or data security control breach pursuant to Section 19.1(j), then the limitations in Section 20.2(b) shall apply with the following modifications: the *** limitations in Sections 20.2(b)(i) and 20.2(b)(ii) shall be replaced by *** limitations (***); (iv) damages occasioned by Ensono’s breach of *** of this Agreement; (v) damages occasioned by a party’s breach of [* * * ] of this Agreement shall be limited to:its obligations ***; (ivi) Prior damages (A) ***, or (B) incurred with respect to the [***; and damages occasioned by Ensono’s (A) *** * * ] $[* * * ] or (iiB) Beginning at the [* * * ] $[* * * ] (iii) After the [* * * ] $[* * * ] [* * * ] do not count against and do not reduce the amounts available under the foregoing limitations***. (ed) The following shall be [* * * ] considered direct damages shall not be considered consequential damages to the extent they result from a party’s failure to fulfill its obligations in accordance with this Agreement: (i) [* * * ] necessitated by failure to comply with Applicable Laws and Capital Onecosts of recreating or reloading any of D&B’s requirements, including the Production Specifications (as defined in Schedule A)information that is lost or damaged; (ii) Capital One’s incremental expenses incurred costs of implementing a workaround in resolving [* * * ] (as defined in Schedule A) and other problems caused by First Data (e.g., [* * * ]); andrespect of a failure to provide the Services; (iii) More than costs of replacing lost or damaged equipment and software and materials; (iv) costs and expenses incurred to correct errors in software maintenance and enhancements provided as part of the Services; (v) costs and expenses incurred to procure the Services from an alternate source; *** incurred due to the failure of Ensono to provide the Services or incurred in connection with (i) through (iv) above. (e) If a reasonable breach of this Agreement occurs after termination/-expiration, in determining the amount of [* * * ] provided the applicable limitation of liability, the amount in effect on a Pass-Through Expense basisthe date of termination/-expiration shall apply as if the claim had been made on that date. (f) Each party shall have a duty to mitigate damages for which the other party is responsible.

Liability Restrictions. (a) SUBJECT TO SECTIONS 17.2(c) AND 17.2(f), IN NO EVENT, WHETHER IN CONTRACT, IN TORT (INCLUDING BREACH OF WARRANTY, NEGLIGENCE AND STRICT LIABILITY IN TORT), OR OTHERWISE, SHALL A PARTY BE LIABLE TO THE OTHER PARTY (OR ANYONE CLAIMING UNDER OR THROUGH THE OTHER PARTY) FOR INDIRECT OR CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES ARISING OUT OF, RESULTING FROM, ON OR IN ANY WAY CONNECTED WITH THE PERFORMANCE OR BREACH OF THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. The foregoing shall not apply to [* * * ]. (b) Subject to Sections 17.2(c) and ), 17.2(d), and 17.2(e) each party’s total cumulative liability to the other for any event giving rise to liabilityother, whether in contract, in tort (including breach of warranty, negligence and strict liability in tort), or otherwise arising out of, resulting from, or in any way connected with, the performance or breach and all breaches of this Agreement, Agreement shall be limited in the aggregate to an amount equal to: to [***] to TSYS pursuant to this Agreement for proper performance of the Services for the [***] months prior to the month in which the most recent event giving rise to liability occurred; provided that if such most recent event giving rise to liability occurs (i) Prior prior to [* * * ***] days after the Commencement Date, such aggregate amount shall be equal to $[* * * ***] ; and (ii) Beginning at after [***] days after the Commencement Date but prior to the end of Processing Year [* * * ] ***], such aggregate amount shall be equal to $[* * * ***] (iii. [***], and amounts recoverable under Sections 17.2(c), 17.2(d), and 17.2(e) After the [* * * ] [* * * ]% [* * * ] do shall not count against and do shall not reduce the amounts available under the foregoing limitations. This Section 17.2(b) does not limit Capital One’s obligation to pay the Charges for the Services. Any amounts paid under Section 17.2(f) shall count against and reduce the aggregate amount available under this Section 17.2(b). In order to avoid a double recovery by Capital One, if a cause of action accrued prior to [***] after the Commencement Date and Capital One has recovered damages under the [***] Agreement, the limitation of liability hereunder shall be reduced by the amount recovered under the [***] Agreement (but not, in any event, below the amount of the limitation of liability which would have been provided hereunder without consideration of charges under the [***] Agreement). (c) The limitations set forth in Sections 17.2(a) and 17.2(b) shall not apply with respect to: (i) Claims claims that are the subject of indemnification pursuant to Sections 16.1(a), 16.1(d), 16.1(e), 16.2(a) and the last sentence of either Section 16.4(a); and[***] or [***]; (ii) Damages a claim that is subject to indemnification pursuant to either Section [***] or Section [***] if, as to such claim, (x) the indemnifying party has breached its representation in Section [***], or (y) the indemnifying party has [***] the [***] of [***] (that is, the indemnifying party had [***] ([***] of [***]) that [***] and [***] to [***] the [***] specified in Section [***] or [***], as applicable); (iii) damages occasioned by a party’s breach of its obligations with respect under Section [***]; and/or (iv) damages occasioned by TSYS’ repudiation of this Agreement, including a failure to Confidential Information;perform during a dispute, any improper or wrongful termination, or abandonment of the work under this Agreement by TSYS. (d) The limitations set forth in Section 17.2(b) shall not apply and each with respect to [***] claims that are the subject of indemnification pursuant to: (i) Section [***]; (ii) Section [***]; (iii) Section [***]; (iv) Section [***]; (v) Section [***]; (vi) Section [***]; and/or (vii) Section [***]. (e) The limitations in Section 17.2(b) shall not apply with respect to [***] claims occasioned by: (i) any [***]; and/or (ii) a party’s total liability to the other, whether in contract, in tort (including breach of warrantySection [***]. (f) The limitations in Section 17.2(a) shall not apply to damages incurred by Capital One and its Affiliates which in the aggregate exceed [***] Dollars ($[***]) (i.e., negligence and strict liability such amount is a deductible, not a threshold) but which do not in tort), or otherwise for the aggregate exceed [***] Dollars ($[***]) with respect to: (i) damages occasioned by any [***]; and/or (ii) damages occasioned by a party’s breach of Section [* * * ] of this Agreement shall be limited to: (i) Prior to the [* * * ] $[* * * ***] (ii) Beginning at the [* * * ] $[* * * ] (iii) After the [* * * ] $[* * * ] [* * * ] do not count against and do not reduce the amounts available under the foregoing limitations. (e) The following shall be [* * * ] the extent they result from a party’s failure to fulfill its obligations in accordance with this Agreement: (i) [* * * ] necessitated by failure to comply with Applicable Laws and Capital One’s requirements, including the Production Specifications (as defined in Schedule A); (ii) Capital One’s incremental expenses incurred in resolving [* * * ] (as defined in Schedule A) and other problems caused by First Data (e.g., [* * * ]); and (iii) More than a reasonable amount of [* * * ] provided on a Pass-Through Expense basis. (fg) Each party shall have a duty to mitigate damages for which the other party is responsible. (h) If more than one of the exclusions above applies, the exclusion that provides the greatest relief to the aggrieved party shall apply.

Liability Restrictions. (a) IN NO EVENT, WHETHER IN CONTRACT, IN CONTRACT OR TORT (INCLUDING BREACH OF WARRANTY, NEGLIGENCE AND STRICT LIABILITY IN TORT), OR OTHERWISE, SHALL A EITHER PARTY BE LIABLE TO THE OTHER PARTY (OR ANYONE CLAIMING UNDER OR THROUGH THE OTHER PARTY) FOR INDIRECT OR CONSEQUENTIALCONSEQUENTIAL (INCLUDING WITHOUT LIMITATION, LOST PROFITS), EXEMPLARY, OR PUNITIVE DAMAGES (WHETHER SUCH LOSSES OR SPECIAL DAMAGES WERE FORESEEN, FORESEEABLE, KNOWN OR OTHERWISE) WHETHER ARISING OUT OF, RESULTING FROM, ON OR IN ANY WAY CONNECTED CONNECTION WITH OR IN RELATION TO THE PERFORMANCE SERVICES OR BREACH THE SUPPLY OR NON-SUPPLY OF THE SERVICES OR OTHERWISE UNDER THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. The foregoing shall not apply to [* * * ]. (b) Subject to Sections 17.2(c) and 17.2(d)DURING THE TERM OF THIS AGREEMENT, each party’s total liability to the other for any event giving rise to liabilityEACH PARTY’S TOTAL CUMULATIVE LIABILITY TO THE OTHER PARTY, whether in contractWHETHER IN CONTRACT OR IN TORT, in tort (including breach of warrantyFOR ANY AND ALL BREACHES UNDER THIS AGREEMENT [*], negligence and strict liability in tort), or otherwise arising out of, resulting from, or in any way connected with, the performance or breach of this Agreement, shall be limited to an amount equal toSHALL BE LIMITED AS FOLLOWS: (i) Prior For claims under Section 15.1 (except as provided in Section 15.2(b)(ii) for unauthorized access to or use of Cardholder Data caused by the negligence or intentional misconduct of TSYS or TSYS Personnel), and third party claims arising under Section 14.1(a) and (c), and Section 14.2(b), (c), and (d), [* * * *] Dollars ($[* * * *] (ii) Beginning at the [* * * ] $[* * * ] (iii) After the [* * * ] [* * * ]% [* * * ] do not count against and do not reduce the amounts available under the foregoing limitations. (c) The limitations set forth in 17.2(b) shall not apply with respect to: (i) Claims that are the subject of indemnification pursuant to Sections 16.1(a), 16.1(d), 16.1(e), 16.2(a) and the last sentence of Section 16.4(a); and (ii) Damages occasioned by a party’s breach of its obligations with respect to Confidential Information; (d) The limitations set forth in 17.2(b) shall not apply and each party’s total liability to the other, whether in contract, in tort (including breach of warranty, negligence and strict liability in tort), or otherwise for damages occasioned by a party’s breach of [* * * ] of this Agreement shall be limited to: (i) Prior to the [* * * ] $[* * * ] (ii) Beginning at the [* * * ] $[* * * ] (iii) After the [* * * ] $[* * * ] [* * * ] do not count against and do not reduce the amounts available under the foregoing limitations. (e) The following shall be [* * * ] the extent they result from a party’s failure to fulfill its obligations in accordance with this Agreement: (i) [* * * ] necessitated by failure to comply with Applicable Laws and Capital One’s requirements, including the Production Specifications (as defined in Schedule A); (ii) Capital One’s incremental expenses incurred in resolving [* * * ] (as defined in Schedule AFor claims under Section 15.1 by Subscriber against TSYS resulting from the unauthorized access to or use of Cardholder Data caused by the negligence or intentional misconduct of TSYS or TSYS Personnel or third party claims arising under Section 14.1(d) and other problems caused by First Data (e.g.Section 14.2(e), [* * * *] Dollars ($[*]); (iii) For third party claims arising under Section 14.1(e) and Section 14.2(f), [*] Dollars ([*]); and (iv) Notwithstanding the provisions of this Sections 15.2(b), the limitation of liability shall not apply to: (i) [*], (ii) TSYS’ obligations [*], (iii) More than a reasonable amount of Subscriber’s obligations [* * * ] provided on a Pass-Through Expense basis*], and (iv) any [*]. (f) Each party shall have a duty to mitigate damages for which the other party is responsible.

Liability Restrictions. (a) SUBJECT TO SECTION 19.2(C) BELOW, IN NO EVENT, WHETHER IN CONTRACT, CONTRACT OR IN TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY, NEGLIGENCE AND STRICT LIABILITY IN TORT)LIABILITY, OR OTHERWISE, SHALL A PARTY BE LIABLE TO THE OTHER PARTY (OR ANYONE CLAIMING UNDER OR THROUGH THE OTHER PARTY) FOR INDIRECT OR INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE PUNITIVE, INCIDENTAL, OR SPECIAL DAMAGES ARISING OUT OFDAMAGES, RESULTING FROM, ON IN ANY WAY CONNECTED WITH THE PERFORMANCE OR BREACH OF THIS AGREEMENTLOST PROFITS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. The foregoing shall not apply to [* * * ]. (b) Subject to Sections 17.2(cSection 19.2(c) and 17.2(d)below, each partya Party’s total liability to the other for any event giving rise to liabilityParty, whether in contract, contract or in tort (including negligence), breach of warranty, negligence and strict liability in tort)liability, or otherwise arising out of, resulting from, or in any way connected with, the performance or breach of this Agreementotherwise, shall be limited to an amount equal to: to the actual amounts received by Vendor pursuant to this Agreement in the twelve (i12) Prior months prior to [* * * ] $[* * * ] the time of any such claim (iior if such events occur during the first twelve (12) Beginning at months of the [* * * ] $[* * * ] Term, the amount estimated to be received by Vendor during the first twelve (iii12) After months of the [* * * ] [* * * ]% [* * * ] do not count against and do not reduce the amounts available under the foregoing limitationsTerm). (c) The limitations set forth in 17.2(bSections 19.2(a) and 19.2(b) above shall not apply with respect to: (i) Claims damages occasioned by the willful misconduct or gross negligence of a Party; (ii) claims that are the subject of indemnification pursuant to Sections 16.1(a18.1 (b), 16.1(d(e), 16.1(eor (l) as to Vendor and to Sections 18.2 (b), 16.2(a(d), or (j) and the last sentence of Section 16.4(a); andas to Phoenix; (iiiii) Damages (A) claims that are the subject of indemnification pursuant to Section 18.1(i) or 18.1(m) as to Vendor or 18.2(k) as to Phoenix; or (B) damages occasioned by a partyParty’s breach of its obligations under Article 15 or Article 22 (including any breach of a Party’s obligations under the Business Associate Agreement), but only up to a limit of the actual amounts received by Vendor pursuant to this Agreement in the fifteen (15) months prior to the time of any such claim (or if such events occur during the first fifteen (15) months of the Term, the amount estimated to be received by Vendor during the first fifteen (15) months of the Term). For avoidance of doubt, the foregoing fifteen (15) month damages limitation is separate from and in addition to a Party’s liability for direct damages under Section 19.2(b) above; (iv) damages occasioned by improper or wrongful termination of this Agreement or intentional abandonment of all or substantially all of the work required to perform the Services by Vendor provided, however, that Vendor shall be entitled to exercise its termination rights in good faith; or (v) a Party’s nonperformance of its payment obligations to the other expressly set forth in this Agreement (including, with respect to Confidential Information; (d) The limitations set forth in 17.2(b) shall not apply and each partyPhoenix, Phoenix’s total liability obligation to make payments to Vendor during the otherTerm of this Agreement as required hereby, whether in contract, in tort (including breach the form of warranty, negligence and strict liability in tort), charges for Services performed hereunder or otherwise for damages occasioned by a party’s breach payment or reimbursement of [* * * ] of this Agreement shall be limited to: (i) Prior to the [* * * ] $[* * * ] (ii) Beginning at the [* * * ] $[* * * ] (iii) After the [* * * ] $[* * * ] [* * * ] do not count against and do not reduce the amounts available under the foregoing limitationstaxes or Out-of-Pocket Expenses. (e) The following shall be [* * * ] the extent they result from a party’s failure to fulfill its obligations in accordance with this Agreement: (i) [* * * ] necessitated by failure to comply with Applicable Laws and Capital One’s requirements, including the Production Specifications (as defined in Schedule A); (ii) Capital One’s incremental expenses incurred in resolving [* * * ] (as defined in Schedule A) and other problems caused by First Data (e.g., [* * * ]); and (iii) More than a reasonable amount of [* * * ] provided on a Pass-Through Expense basis. (f) Each party shall have a duty to mitigate damages for which the other party is responsible.

Liability Restrictions. (a) EXCEPT WITH RESPECT TO INDEMNITY OBLIGATIONS FOR THIRD PARTY CLAIMS AND SUBJECT TO SECTION 19.2(b) AND SECTION 19.2(c), IN NO EVENT, WHETHER IN CONTRACT, CONTRACT OR IN TORT (INCLUDING BREACH OF WARRANTY, NEGLIGENCE AND STRICT LIABILITY IN TORT), OR OTHERWISE, SHALL WILL A PARTY BE LIABLE TO THE OTHER PARTY FOR (OR ANYONE CLAIMING UNDER OR THROUGH THE OTHER PARTYi) FOR INDIRECT OR INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE PUNITIVE, SPECIAL, TREBLE OR SPECIAL SIMILAR DAMAGES ARISING OUT OF, RESULTING FROM, ON IN ANY WAY CONNECTED WITH THE PERFORMANCE OR BREACH OF THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. The foregoing shall not apply to , (ii); DIRECT DAMAGES OF EITHER PARTY TO THE OTHER PARTY IN CONNECTION WITH THIS AGREEMENT IN EXCESS OF THE GREATER OF (A) [* * *] OR (B) THE AMOUNT PAID BY T-MOBILE TO PROVIDER UNDER THIS AGREEMENT FOR THE [* ]* *] PERIOD PRIOR TO ACCRUAL OF THE MOST RECENT CAUSE OF ACTION. (b) Subject to Sections 17.2(c) and 17.2(d), each party’s total liability to the other for any event giving rise to liability, whether in contract, in tort (including breach of warranty, negligence and strict liability in tort), or otherwise arising out of, resulting from, or in any way connected with, the performance or breach of this Agreement, shall be limited to an amount equal to: (i) Prior to [* * * ] $[* * * ] (ii) Beginning at the [* * * ] $[* * * ] (iii) After the [* * * ] [* * * ]% [* * * ] do not count against and do not reduce the amounts available under the foregoing limitations. (c) The limitations set forth in 17.2(bSection 19.2(a) shall will not apply with respect toto the damages set forth in this Section 19.2(b) (“Section 19.2(b) Damages”); provided, however, that, IN NO EVENT, WILL A PARTY BE LIABLE FOR DAMAGES (DIRECT, INDIRECT OR OTHERWISE) IDENTIFIED IN THIS SECTION 19.2(b) OF EITHER PARTY TO THE OTHER PARTY IN CONNECTION WITH THIS AGREEMENT IN EXCESS OF THE GREATER OF (A) [* * *] OR (B) [* * *] THE AMOUNT PAID BY T-MOBILE TO PROVIDER UNDER THIS AGREEMENT FOR THE [* * *] PERIOD PRIOR TO ACCRUAL OF THE MOST RECENT CAUSE OF ACTION: (i) Claims that are damages arising from indemnified claims occasioned by any breach by Provider, or any agents, employees, or subcontractors thereof, of Provider’s obligations under the subject of indemnification pursuant to Sections 16.1(aMSA, an SA or an Order, as described in Section 18.1(a), 16.1(d), 16.1(e), 16.2(a) and the last sentence of Section 16.4(a); and (ii) Damages occasioned by whether or not involving a party’s breach of its obligations with respect to Confidential Information; (d) The limitations set forth in 17.2(b) shall not apply and each party’s total liability to the other, whether in contract, in tort (including breach of warranty, negligence and strict liability in tort), or otherwise for damages occasioned by a party’s breach of [* * * ] of this Agreement shall be limited to: (i) Prior to the [* * * ] $[* * * ] (ii) Beginning at the [* * * ] $[* * * ] (iii) After the [* * * ] $[* * * ] [* * * ] do not count against and do not reduce the amounts available under the foregoing limitations. (e) The following shall be [* * * ] the extent they result from a party’s failure to fulfill its obligations in accordance with this Agreement: (i) [* * * ] necessitated by failure to comply with Applicable Laws and Capital One’s requirements, including the Production Specifications (as defined in Schedule A)third-party claim; (ii) Capital One’s incremental expenses incurred damages arising from indemnified claims occasioned by any material error or omission caused in resolving whole or in part by Provider, or agents, employees, or subcontractors thereof, in the performance of the Services or Deliverables under Master Services Agreement 71 [* * * *] (as defined in Schedule A) The confidential content of this Exhibit 10.1 has been omitted and other problems caused by First Data (e.g., [* * * ]); and (iii) More than a reasonable amount of [* * * ] provided on a Pass-Through Expense basisfiled separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (f) Each party shall have a duty to mitigate damages for which the other party is responsible.

Liability Restrictions. (a) SUBJECT TO SECTION 19.2(C) BELOW, IN NO EVENT, WHETHER IN CONTRACT, CONTRACT OR IN TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY, NEGLIGENCE AND STRICT LIABILITY IN TORT)LIABILITY, OR OTHERWISE, SHALL A PARTY BE LIABLE TO THE OTHER PARTY (OR ANYONE CLAIMING UNDER OR THROUGH THE OTHER PARTY) FOR INDIRECT OR INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE PUNITIVE, INCIDENTAL, OR SPECIAL DAMAGES ARISING OUT OFDAMAGES, RESULTING FROM, ON IN ANY WAY CONNECTED WITH THE PERFORMANCE OR BREACH OF THIS AGREEMENTLOST PROFITS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. The foregoing shall not apply to [* * * ]. (b) Subject to Sections 17.2(cSection 19.2(c) and 17.2(d)below, each party’s a Party's total liability to the other for any event giving rise to liabilityParty, whether in contract, contract or in tort (including negligence), breach of warranty, negligence and strict liability in tort)liability, or otherwise arising out of, resulting from, or in any way connected with, the performance or breach of this Agreementotherwise, shall be limited to an amount equal to: to the actual amounts received by Vendor pursuant to this Agreement in the twelve (i12) Prior months prior to [* * * ] $[* * * ] the time of any such claim (iior if such events occur during the first twelve (12) Beginning at months of the [* * * ] $[* * * ] Term, the amount estimated to be received by Vendor during the first twelve (iii12) After months of the [* * * ] [* * * ]% [* * * ] do not count against and do not reduce the amounts available under the foregoing limitationsTerm). (c) The limitations set forth in 17.2(bSections 19.2(a) and 19.2(b) above shall not apply with respect to: (i) Claims damages occasioned by the willful misconduct or gross negligence of a Party; (ii) claims that are the subject of indemnification pursuant to Sections 16.1(a18.1(b), 16.1(d(e), 16.1(eor (l) as to Vendor and to Sections 18.2 (b), 16.2(a(d) and the last sentence of Section 16.4(a); andor (j) as to Phoenix; (iiiii) Damages damages occasioned by a party’s Party's breach of its obligations with respect to Confidential Information; , including any breach of a Party's obligations under the Business Associate Agreement, but only up to a limit of the actual amounts received by Vendor pursuant to this Agreement in the fifteen (d15) The limitations set forth in 17.2(b) shall not apply and each party’s total liability months prior to the othertime of any such claim (or if such events occur during the first fifteen (15) months of the Term, whether in contract, in tort the amount estimated to be received by Vendor during the first fifteen (including breach 15) months of warranty, negligence and strict liability in tort), or otherwise for damages occasioned by a party’s breach of [* * * ] of this Agreement shall be limited to: (i) Prior to the [* * * ] $[* * * ] (ii) Beginning at the [* * * ] $[* * * ] (iii) After the [* * * ] $[* * * ] [* * * ] do not count against and do not reduce the amounts available under the foregoing limitations. (e) The following shall be [* * * ] the extent they result from a party’s failure to fulfill its obligations in accordance with this Agreement: (i) [* * * ] necessitated by failure to comply with Applicable Laws and Capital One’s requirements, including the Production Specifications (as defined in Schedule ATerm); (iiiv) Capital One’s incremental expenses incurred damages occasioned by improper or wrongful termination of this Agreement or intentional abandonment of all or substantially all of the work required to perform the Services by Vendor provided, however, that Vendor shall be entitled to exercise its termination rights in resolving [* * * ] (as defined in Schedule A) and other problems caused by First Data (e.g., [* * * ])good faith; andor BRMFS1 509411v3 Technology Services Agreement _______________________________________________________________________________________________________________ (iiiv) More than a reasonable amount Party's nonperformance of [* * * ] provided on a Pass-Through Expense basis. (f) Each party shall have a duty its payment obligations to mitigate damages for which the other party is responsibleexpressly set forth in this Agreement (including, with respect to Phoenix, Phoenix's obligation to make payments to Vendor during the Term of this Agreement as required hereby, whether in the form of charges for Services performed hereunder or for payment or reimbursement of taxes or Out-of-Pocket Expenses.

Liability Restrictions. (a) SUBJECT TO SECTION 20.2(c), IN NO EVENT, WHETHER IN CONTRACT, IN TORT (INCLUDING BREACH OF WARRANTY, NEGLIGENCE AND STRICT LIABILITY IN TORT), OR OTHERWISE, SHALL A PARTY BE LIABLE TO THE OTHER PARTY (OR ANYONE CLAIMING UNDER OR THROUGH THE OTHER PARTY) FOR INDIRECT OR CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES ARISING OUT OF, RESULTING FROM, ON OR IN ANY WAY CONNECTED WITH THE PERFORMANCE OR BREACH OF THIS AGREEMENTAGREEMENT OR ANY APPLICABLE SOW, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. The foregoing shall not apply to [* * * ].D&B/Acxiom Confidential Information -80- (b) Subject to Sections 17.2(c) and 17.2(dSection 20.2(c), each party’s total liability to the other for any event giving rise to liabilityother, whether in contract, in tort (including breach of warranty, negligence and strict liability in tort), or otherwise arising out of, resulting from, or in any way connected with, the performance or breach of this Agreement, Agreement or any applicable SOW hereunder shall be limited to an amount equal to: (i) Prior to [* * * ] $[* * * ] (ii) Beginning at the [* * * ] $[* * * ] (iii) After the [* * * ] [* * * ]% [* * * ] ***. Service Level Credits do not count against and do not reduce the amounts available under the foregoing limitations. (c) The limitations set forth in 17.2(bSections 20.2(a) and 20.2(b) shall not apply with respect to: (i) Claims damages occasioned by the willful misconduct or gross negligence of a party; (ii) damages, which shall include ***, occasioned by Acxiom’s breach of the negative covenant in Section 7 of SOW #1; (iii) Losses payable to third parties (and reasonable costs of defense) arising from claims that are the subject of indemnification pursuant this Agreement, including Article 19; provided however, that: (A) with respect to claims that are the subject of indemnification pursuant to Sections 16.1(a)Section 19.1(j) hereunder, 16.1(d)the limitations in Section 20.2(b) shall apply with the following modifications: the *** limitations in Section 20.2(b) shall instead be replaced by *** limitations (i.e., 16.1(e), 16.2(a) and the last sentence limit of Section 16.4(a)liability shall be an amount equal to ***; and (iiB) Damages with respect to (I) claims that are the subject of indemnification pursuant to Section 19.1(f) hereunder, and (II) to the extent such indemnity obligation is with respect to a breach of Section 17.1, 17.5, 17.6, 17.8 and/or 17.9 of this Agreement, and (III) such breach is a cause of or constitutes a physical and/or data security control breach pursuant to Section 19.1(j), then the limitations in Section 20.2(b) shall apply with the following modifications: the *** limitations in Section 20.2(b) shall instead be replaced by *** limitations (i.e., the limit of liability shall be an amount equal to ***; (iv) damages occasioned by Acxiom’s breach of Section 17.2(b) of this Agreement; (v) damages occasioned by a party’s breach of its obligations with respect to Confidential Information;; *** Omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission. D&B/Acxiom Confidential Information -81- (vi) third party damages (A) equal to the fines and/or penalties assessed by government or regulatory authorities, or (B) incurred with respect to private or governmental lawsuits, which fines, penalties, or lawsuits directly result from a party’s breach of Section 23.1 of this Agreement; and (vii) damages occasioned by Acxiom’s (A) wrongful termination of this Agreement or (B) abandonment of the Services (including failure to perform during resolution of any dispute, as required by Section 21.3). (d) The limitations set forth in 17.2(b) shall not apply and each party’s total liability to the other, whether in contract, in tort (including breach of warranty, negligence and strict liability in tort), or otherwise for damages occasioned by a party’s breach of [* * * ] of this Agreement shall be limited to: (i) Prior to the [* * * ] $[* * * ] (ii) Beginning at the [* * * ] $[* * * ] (iii) After the [* * * ] $[* * * ] [* * * ] do not count against and do not reduce the amounts available under the foregoing limitations. (e) The following shall be [* * * ] considered direct damages shall not be considered consequential damages to the extent they result from a party’s failure to fulfill its obligations in accordance with this Agreement: (i) [* * * ] necessitated by failure to comply with Applicable Laws and Capital Onecosts of recreating or reloading any of D&B’s requirements, including the Production Specifications (as defined in Schedule A)information that is lost or damaged; (ii) Capital One’s incremental costs of implementing a workaround in respect of a failure to provide the Services; (iii) costs of replacing lost or damaged equipment and software and materials; (iv) costs and expenses incurred to correct errors in resolving [* * * ] software maintenance and enhancements provided as part of the Services; (as defined in Schedule Av) costs and other problems caused by First Data (e.g., [* * * ])expenses incurred to procure the Services from an alternate source; and (iiivi) More than a reasonable amount straight time, overtime, or related expenses incurred by D&B or its Affiliates, including overhead allocations for employees, wages and salaries of [* * * ] provided on a Pass-Through Expense basisadditional personnel, travel expenses, telecommunication and similar charges incurred due to the failure of Acxiom to provide the Services or incurred in connection with (i) through (v) above. (fe) Each party shall have a duty to mitigate damages for which the other party is responsible.

Liability Restrictions. (a) SUBJECT TO SECTION 19.2(c) BELOW, IN NO EVENT, WHETHER IN CONTRACT, CONTRACT OR IN TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY, NEGLIGENCE AND STRICT LIABILITY IN TORT)LIABILITY, OR OTHERWISE, SHALL A PARTY BE LIABLE TO THE OTHER PARTY (OR ANYONE CLAIMING UNDER OR THROUGH THE OTHER PARTY) FOR INDIRECT OR INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE PUNITIVE, INCIDENTAL, OR SPECIAL DAMAGES ARISING OUT OFDAMAGES, RESULTING FROM, ON IN ANY WAY CONNECTED WITH THE PERFORMANCE OR BREACH OF THIS AGREEMENTLOST PROFITS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. The foregoing shall not apply to [* * * ]. (b) Subject to Sections 17.2(cSection 19.2(c) and 17.2(d)Section 19.2(d) below, each party’s total liability of the Parties will be liable to the other for any event giving rise direct damages arising out of or relating to liabilityits performance or failure to perform under this Agreement; provided, however, that the liability of a Party to the other Party, whether based on an action or claim in contract, equity, negligence, tort or otherwise, will not in tort the aggregate exceed an amount equal to the greater of: (including breach i) $5,000,000 or (ii) the amount of warrantyCharges paid or payable by ACI under this Agreement during the twelve (12) months immediately preceding the occurrence of the first event, negligence and strict act or omission on which such liability in tort)is based; provided, or otherwise arising out ofhowever, resulting fromthat however, or in any way connected withthat (1) if twelve (12) months has not elapsed since the Effective Date, the performance amount for this subsection (ii) will be equal to twelve (12) times the average monthly Charges for the elapsed period of the Term or breach (2) if the event, act or omission occurred after the expiration or termination of this Agreement, shall be limited to an the amount equal to: (i) Prior to [* * * ] $[* * * ] for this subsection (ii) Beginning at will be equal to the [* * * ] $[* * * ] aggregate amount of Charges paid or payable by ACI during the last twelve (iii) After 12)-month-period of time during the [* * * ] [* * * ]% [* * * ] do not count against and do not reduce the amounts available under the foregoing limitationsTerm. (c) The limitations set forth in 17.2(bSection 19.2(a) and Section 19.2(b) above shall not apply with respect to: (i) Claims claims that are the subject of indemnification pursuant to Sections 16.1(a)18.1 and 18.2; provided, 16.1(d), 16.1(e), 16.2(ahowever that damages payable for indemnification claims set forth in Section 18.1(l) (relating to violations of Vendor Laws) shall (i) be included in the damages cap set forth in Section 19.2(b) and the last sentence of Section 16.4(a)(ii) not exceed $1,000,000; and (ii) Damages damages occasioned by infringement of a partyParty’s breach Intellectual Property Rights or misappropriation of its obligations with respect to Confidential Information;. (d) The limitations set forth in 17.2(bSection 19.2(b) above shall not apply and each party’s total liability to the other, whether in contract, in tort (including breach of warranty, negligence and strict liability in tort), or otherwise for damages occasioned by a party’s breach of [* * * ] of this Agreement shall be limited with respect to: (i) Prior damages occasioned by the willful misconduct or gross negligence of a Party; in which case each of the Parties will be liable to the [* * * ] other for any direct damages arising out of or relating to its performance or failure to perform under this Agreement; provided, however, that the liability of a Party to the other Party, whether based on an action or claim in contract, equity, negligence, tort or otherwise, will not in the aggregate exceed an amount equal to the greater of: (i) $[* * * ]7,000,000 or (ii) the amount of Charges paid or payable by ACI under this Agreement during the fifteen (15) months immediately preceding the occurrence of the first event, act or omission on which such liability is based; provided, however, that however, that (1) if fifteen (15) months has not elapsed since the Effective Date, the amount for this subsection (ii) will be equal to fifteen (15) times the average monthly Charges for the elapsed period of the Term or (2) if the event, act or omission occurred after the expiration or termination of this Agreement, the amount for this subsection (ii) will be equal to the aggregate amount of Charges paid or payable by ACI during the last fifteen (15)-month-period of time during the Term. (ii) Beginning at damages occasioned by abandonment of all or substantially all of the [* * * ] $[* * * ] work required to perform the Services in which case the limitations will be the same as those set forth in Section 19.2(d)(i) above. In addition, for Vendor’s breaches of its obligations under Section 15.3 (iiiConfidential Information) After resulting in a release of Personally Identifiable Information, in addition to the [* * * ] $[* * * ] [* * * ] do not count against direct damages limited by Section 19.2(b) above and do not reduce the amounts available ACI’s other rights under the foregoing limitations. (e) The following Agreement, Vendor shall be [* * * ] the extent they result from a party’s failure to fulfill its obligations in accordance with this Agreement: pay for (i) [* * * ] necessitated by failure legally required notifications to comply with Applicable Laws ACI’s customers and Capital One’s requirements, including the Production Specifications (as defined in Schedule A); (ii) Capital Onecredit monitoring services for ACI’s incremental expenses incurred in resolving [* * * ] (as defined in Schedule A) and other problems caused by First Data (e.g., [* * * ]); and (iii) More than a reasonable customers up to an amount of [* * * ] provided on a Pass-Through Expense basisnot to exceed $1,000,000. (f) Each party shall have a duty to mitigate damages for which the other party is responsible.

Liability Restrictions. (a) IN NO EVENT, WHETHER IN CONTRACT, IN CONTRACT OR TORT (INCLUDING BREACH OF WARRANTY, NEGLIGENCE AND STRICT LIABILITY IN TORT), OR OTHERWISE, SHALL A EITHER PARTY BE LIABLE TO THE OTHER PARTY (OR ANYONE CLAIMING UNDER OR THROUGH THE OTHER PARTY) FOR INDIRECT OR CONSEQUENTIALCONSEQUENTIAL (INCLUDING WITHOUT LIMITATION, LOST PROFITS), EXEMPLARY, OR PUNITIVE DAMAGES (WHETHER SUCH LOSSES OR SPECIAL DAMAGES WERE FORESEEN, FORESEEABLE, KNOWN OR OTHERWISE) WHETHER ARISING OUT OF, RESULTING FROM, ON OR IN ANY WAY CONNECTED CONNECTION WITH OR IN RELATION TO THE PERFORMANCE SERVICES OR BREACH THE SUPPLY OR NON-SUPPLY OF THE SERVICES OR OTHERWISE UNDER THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. The foregoing shall not apply to [* * * ]. (b) Subject to Sections 17.2(c) DURING THE TERM OF THIS AGREEMENT, EACH PARTY’S TOTAL CUMULATIVE LIABILITY TO THE OTHER PARTY, WHETHER IN CONTRACT OR IN TORT, FOR ANY AND ALL BREACHES UNDER THIS AGREEMENT [***], SHALL BE LIMITED AS FOLLOWS: *** Confidential material redacted and 17.2(d), each party’s total liability to filed separately with the other for any event giving rise to liability, whether in contract, in tort (including breach of warranty, negligence and strict liability in tort), or otherwise arising out of, resulting from, or in any way connected with, the performance or breach of this Agreement, shall be limited to an amount equal to:Commission (i) Prior For claims under Section 15.1 (except as provided in Section 15.2(b)(ii) for unauthorized access to or use of Cardholder Data caused by the negligence or intentional misconduct of TSYS or TSYS Personnel), and third party claims arising under Section 14.1(a) and (c), and Section 14.2(b), (c), and (d), [* * * ***] Dollars ($[* * * ***] (ii) Beginning at the [* * * ] $[* * * ] (iii) After the [* * * ] [* * * ]% [* * * ] do not count against and do not reduce the amounts available under the foregoing limitations. (c) The limitations set forth in 17.2(b) shall not apply with respect to: (i) Claims that are the subject of indemnification pursuant to Sections 16.1(a), 16.1(d), 16.1(e), 16.2(a) and the last sentence of Section 16.4(a); and (ii) Damages occasioned by a party’s breach of its obligations with respect to Confidential Information; (d) The limitations set forth in 17.2(b) shall not apply and each party’s total liability to the other, whether in contract, in tort (including breach of warranty, negligence and strict liability in tort), or otherwise for damages occasioned by a party’s breach of [* * * ] of this Agreement shall be limited to: (i) Prior to the [* * * ] $[* * * ] (ii) Beginning at the [* * * ] $[* * * ] (iii) After the [* * * ] $[* * * ] [* * * ] do not count against and do not reduce the amounts available under the foregoing limitations. (e) The following shall be [* * * ] the extent they result from a party’s failure to fulfill its obligations in accordance with this Agreement: (i) [* * * ] necessitated by failure to comply with Applicable Laws and Capital One’s requirements, including the Production Specifications (as defined in Schedule A); (ii) Capital One’s incremental expenses incurred in resolving [* * * ] (as defined in Schedule AFor claims under Section 15.1 by Subscriber against TSYS resulting from the unauthorized access to or use of Cardholder Data caused by the negligence or intentional misconduct of TSYS or TSYS Personnel or third party claims arising under Section 14.1(d) and other problems caused by First Data (e.g.Section 14.2(e), [* * * ***] Dollars ($[***]); (iii) For third party claims arising under Section 14.1(e) and Section 14.2(f), [***] Dollars ($[***]); and (iv) Notwithstanding the provisions of this Sections 15.2(b), the limitation of liability shall not apply to: (i) [***], (ii) TSYS’ obligations [***], (iii) More than a reasonable amount of Subscriber’s obligations [* * * ] provided on a Pass-Through Expense basis***], and (iv) any [***]. (f) Each party shall have a duty to mitigate damages for which the other party is responsible.