Common use of Limitation of Liability and Disclaimers Clause in Contracts

Limitation of Liability and Disclaimers. Subject to the express provisions and limitations of this Section 14.1.2, the parties intend that each party shall be liable to the other party for all damages incurred as a result of the breaching party's failure to perform its obligations. THE AGGREGATE CUMULATIVE MONETARY LIABILITY OF CLIENT FOR ALL CLAIMS ARISING UNDER OR RELATING TO THIS AGREEMENT, NOTWITHSTANDING THE FORM (e.g., CONTRACT, TORT, OR OTHERWISE) IN WHICH ANY ACTION IS BROUGHT, SHALL BE LIMITED TO THE AMOUNT OF MONEY SHOWN TO BE OWED FOR SERVICES RENDERED AND UNPAID. THE LIMITATIONS CONTAINED IN THIS AGREEMENT UPON THE TYPES AND AMOUNTS OF CLIENT'S LIABILITY SHALL NOT APPLY TO: (i) CLAIMS SUBJECT TO INDEMNIFICATION BY CLIENT (SECTION 21); (ii) CLAIMS WITH RESPECT TO A BREACH OF CONFIDENTIALITY (SECTION 18); AND (iii) LOSSES ARISING OUT OF THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF CLIENT. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED BELOW, CONTRACTOR'S AGGREGATE CUMULATIVE MONETARY LIABILITY FOR ALL CLAIMS ARISING UNDER OR RELATING TO THIS AGREEMENT, NOTWITHSTANDING THE FORM (e.g., CONTRACT, TORT, OR OTHERWISE) IN WHICH ANY ACTION IS BROUGHT, SHALL BE LIMITED TO THE LESSER OF: (i) AN AMOUNT, CALCULATED AT THE TIME OF PRESENTATION OF ANY CLAIM, EQUAL TO THE AGGREGATE AMOUNT OF THE FEES PAYABLE BY CLIENT UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM; OR (ii) ACTUAL DAMAGES SUSTAINED BY THE CLIENT. NEITHER PARTY SHALL BE LIABLE FOR LOST PROFITS, LOST REVENUES, OR EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE REASONABLE COSTS THAT CLIENT IS REQUIRED TO EXPEND TO PROCURE SERVICES FROM AN ALTERNATIVE SOURCE AS A RESULT OF A DEFAULT BY CONTRACTOR, TO THE EXTENT IN EXCESS OF CONTRACTOR'S CHARGES UNDER THIS AGREEMENT, AND ANY AMOUNT OF MONEY UNPAID BY CLIENT TO CONTRACTOR FOR 22 SERVICES RENDERED, SHALL BE CONSTRUED AS DIRECT DAMAGES AND NOT AS INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES. THE LIMITATIONS CONTAINED IN THIS AGREEMENT UPON THE TYPES AND AMOUNTS OF CONTRACTOR'S LIABILITY SHALL NOT APPLY TO: (i) CLAIMS SUBJECT TO INDEMNIFICATION BY CONTRACTOR (SECTION 21); (ii) CLAIMS WITH RESPECT TO A BREACH OF CONFIDENTIALITY (SECTION 18); (iii) LOSSES ARISING OUT OF THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF CONTRACTOR; AND (iv) CLAIMS BASED UPON A BREACH OF SECTION 22.2 HEREOF OR UPON ANY REPUDIATION OF THIS AGREEMENT BY CONTRACTOR OR CONTRACTOR'S REFUSAL TO PERFORM ITS DUTIES AND OBLIGATIONS HEREUNDER.

Limitation of Liability and Disclaimers. Subject to As stated in chapter “AviSim’s role in the express provisions and limitations of this Section 14.1.2marketplace”, the parties intend that each party shall be liable to the other party for all damages incurred as a result of the breaching party's failure to perform its obligationsAviSim is only providing an introductory service. EXCEPT AS EXPRESSLY STATED IN AN AGREEMENT BETWEEN YOU AND AVISIM, ALL CONTENT, SERVICES, PRODUCTS AND SOFTWARE PROVIDED ON THE AGGREGATE CUMULATIVE MONETARY LIABILITY WEBSITE ARE PROVIDED "AS IS" WITHOUT WARRANTY OF CLIENT ANY KIND, EITHER EXPRESS OR IMPLIED TO THE FULLEST EXTENT PERMITTED BY LAW. AVISIM AND ITS SUPPLIERS AND LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, THOSE OF MERCHANTABILITY, FITNESS FOR ALL CLAIMS A PARTICULAR PURPOSE AND NO INFRINGEMENT. YOU ARE SOLELY RESPONSIBLE FOR THE APPROPRIATENESS OF THE WEB SITE, ITS CONTENT, AND THE PRODUCTS AND SERVICES OFFERED BY AVISIM ON THE SITE FOR YOUR INTENDED APPLICATION AND USE. AVISIM DOES NOT WARRANT THAT THE SITE, ITS CONTENT, OR THE PRODUCTS AND SERVICES IT OFFERS ON THE SITE MEET YOUR REQUIREMENTS. AVISIM EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR ANY ACTS OR OMISSIONS OR OTHER USERS OF THE MARKETPLACE. IF YOU ARE DISSATISFIED WITH THE MARKETPLACE, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE MARKETPLACE. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL AVISIM, AND (AS APPLICABLE) ITS DIRECTORS, EMPLOYEES OR SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER, HOWEVER CAUSED, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE, ANTICIPATED PROFITS, BUSINESS OR SALES, ANY LOSS OF GOODWILL, OR THE COSTS OF SUBSTITUTE GOODS OR SERVICES ARISING UNDER OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE WEBSITE, AVISIM MARKETPLACE SERVICES, OR THIS AGREEMENT, NOTWITHSTANDING THE FORM (e.g.INCLUDING WITHOUT LIMITATION, CONTRACT, TORT, OR OTHERWISE) IN WHICH ANY ACTION IS BROUGHT, SHALL BE LIMITED TO THE AMOUNT OF MONEY SHOWN TO BE OWED FOR SERVICES RENDERED AND UNPAID. THE LIMITATIONS CONTAINED IN THIS AGREEMENT UPON THE TYPES AND AMOUNTS OF CLIENT'S LIABILITY SHALL NOT APPLY TO: (i) CLAIMS SUBJECT TO INDEMNIFICATION BY CLIENT (SECTION 21); (ii) CLAIMS WITH RESPECT TO A BREACH OF CONFIDENTIALITY (SECTION 18); AND (iii) LOSSES ARISING OUT OF THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF CLIENT. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED BELOW, CONTRACTOR'S AGGREGATE CUMULATIVE MONETARY LIABILITY FOR ALL CLAIMS ARISING UNDER OR RELATING TO THIS AGREEMENT, NOTWITHSTANDING THE FORM (e.g., CONTRACT, TORT, OR OTHERWISE) IN WHICH ANY ACTION IS BROUGHT, SHALL BE LIMITED TO THE LESSER OF: (i) AN AMOUNT, CALCULATED AT THE TIME OF PRESENTATION OF ANY CLAIM, EQUAL TO THE AGGREGATE AMOUNT OF THE FEES PAYABLE BY CLIENT UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM; OR (ii) ACTUAL DAMAGES SUSTAINED BY THE CLIENT. NEITHER PARTY SHALL BE LIABLE FOR LOST PROFITS, LOST REVENUESBODILY INJURY, EMOTIONAL DISTRESS, OR EXEMPLARYANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE REASONABLE COSTS THAT CLIENT IS REQUIRED TO EXPEND TO PROCURE SERVICES FROM AN ALTERNATIVE SOURCE AS A RESULT OF A DEFAULT BY CONTRACTOR, TO THE EXTENT IN EXCESS OF CONTRACTOR'S CHARGES UNDER THIS AGREEMENT, AND ANY AMOUNT OF MONEY UNPAID BY CLIENT TO CONTRACTOR FOR 22 SERVICES RENDERED, SHALL BE CONSTRUED AS DIRECT DAMAGES AND NOT AS INDIRECT, INCIDENTAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES. THE LIMITATIONS CONTAINED IN THIS AGREEMENT UPON THE TYPES AND AMOUNTS OF CONTRACTORAVISIM MARKETPLACE'S LIABILITY SHALL NOT APPLY TO: (i) CLAIMS SUBJECT TO INDEMNIFICATION BY CONTRACTOR (SECTION 21); (ii) CLAIMS WITH RESPECT TO A BREACH OF CONFIDENTIALITY (SECTION 18); (iii) LOSSES ARISING OUT OF THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF CONTRACTOR; LIABILITY, AND (ivAS APPLICABLE) CLAIMS BASED UPON A BREACH THE LIABILITY OF SECTION 22.2 HEREOF AVISIM MARKETPLACE OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS, TO YOU OR UPON ANY REPUDIATION OF THIS AGREEMENT BY CONTRACTOR OR CONTRACTOR'S REFUSAL THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO PERFORM ITS DUTIES AND OBLIGATIONS HEREUNDER€100.

Limitation of Liability and Disclaimers. Subject 12.1 The parties agree that except for amounts payable under Sections 11 (Confidentiality) and 7 (Representation and Warranties and Indemnity) hereunder, a party's entire liability and exclusive remedy arising out of this Agreement is solely limited to the express provisions and limitations of this Section 14.1.2, the parties intend that each amounts paid by Partner to SRSplus hereunder. Neither party shall be liable for any indirect, special, consequential, exemplary, punitive or other indirect damages (including, but not limited to, loss of revenue or anticipated profits or loss of business), whether arising from a breach of this Agreement, negligence or otherwise. 12.2 THE SOFTWARE, THE API, PARTNER MANAGER AND SERVICES ARE PROVIDED TO PARTNER AND YOUR PARTNERS "AS-IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES WHATSOEVER, AND SRSPLUS EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR INFRINGEMENT, AS WELL AS ANY WARRANTIES ALLEGED TO HAVE ARISEN FROM CUSTOM, USAGE OR PAST DEALINGS BETWEEN THE PARTIES. SRSPLUS SPECIFICALLY DISCLAIMS ANY WARRANTIES RELATED TO OR IN CONNECTION WITH THE PRODUCTS, SERVICES AND PERFORMANCE OF THIRD PARTIES, AND SHALL NOT BE RESPONSIBLE FOR ANY FAILURE TO DELIVER SERVICES RESULTING FROM FACTORS OUTSIDE OF SRSPLUS' CONTROL, INCLUDING, BUT NOT LIMITED TO, ANY ACTS OF NON-PERFORMANCE BY THIRD PARTIES OR FOREIGN GOVERNMENTS. PARTNER ASSUMES TOTAL RESPONSIBILITY FOR ITS USE OF ANY THIRD PARTY SERVICES PROVIDED HEREUNDER REGARDLESS OF WHETHER PARTNER IS AWARE THAT ANY SUCH SERVICE IS PROVIDED BY A THIRD PARTY. FURTHER, SRSPLUS MAKES NO REPRESENTATIONS THAT A REQUEST FOR OR RESERVATION OF A DOMAIN NAME WILL BE SUCCESSFULLY PROCESSED OR THAT A DOMAIN NAME WILL BE REGISTERED. 13. General 13.1 The Parties to this Agreement are independent contractors. Neither Party is an agent, representative or partner of the other Party. Neither Party shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other Party. This Agreement shall not be interpreted or construed to create an association, joint venture or partnership between the Parties or to impose any partnership obligation or liability upon either Party. Each Party shall bear its own expenses in performing this Agreement. 13.2 The Parties agree that this contract is made and performed in Fairfax County, Virginia, USA. This Agreement shall be governed and construed in accordance with the law of the Commonwealth of Virginia, except the Uniform Computer Information Transactions Act, without reference to conflict of law principles. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. The Parties agree that jurisdiction and venue for any matter arising out of or pertaining to this Agreement shall be proper only in the state and federal courts located in Fairfax County and the Eastern District of the Commonwealth of Virginia, United States of America. 13.3 Partner many not assign this Agreement or any of our rights, interests or obligations hereunder without the prior written approval of SRSplus, which approval shall not be unreasonably withheld; provided, however, that such approval shall not be required in the event either party for all damages incurred hereto assigns this Agreement as a result of a sale of all or substantially all of the breaching partyassets of such party pursuant to a merger, consolidation or otherwise. Provided further however, that if in the event Partner is acquired by or merged into a direct competitor of SRSplus, or Network Solutions, LLC. and its wholly owned subsidiaries, SRSplus shall have the right to terminate this Agreement immediately within thirty (30) days of notice of any such acquisition or merger. SRSplus shall be entitled to terminate this Agreement immediately upon the occurrence of a purported assignment of this Agreement by Partner in violation of this Section 14.3. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the successors and assigns of SRSplus and Partner. 13.4 This Agreement, including all Schedules hereto, contains the entire understanding between Partner and SRSplus relating to the subject matter hereof and supersedes any and all prior or contemporaneous oral or written representations, agreements, understandings and communications with respect to the subject matter hereof. Specifically, and without limiting the generality of the foregoing, this Agreement supersedes and/or terminates, as applicable, any other Registration Services Agreement entered into by the Parties. Neither Party is relying upon any warranties, representations, assurances or inducements not expressly set forth herein. In the event of any conflict between this Agreement and an applicable Schedule, the terms of the applicable Schedule shall control. 13.5 A waiver by either party hereto of any term or condition of this Agreement must be in writing and in any instance shall not be deemed or construed as a waiver of such term or condition for the future. 13.6 It is the intention of the parties that if any court shall determine that any provision of this Agreement is unenforceable, such provisions shall not be terminated but shall be deemed amended to the extent required to render it valid and enforceable. 13.7 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. 13.8 Neither Party shall be deemed in default hereunder, nor shall it hold the other Party responsible for, any cessation, interruption or delay in the performance of its obligations hereunder due to earthquake, flood, fire, natural disaster, act of God, war, armed conflict, labor strike, lockout or boycott, provided that the Party relying upon this Section 13.8 (a) shall have given the other Party written notice thereof promptly and, in any event, within five (5) days of discovery thereof and (b) shall take all steps reasonably necessary under the circumstances to mitigate the effects of the force majeure event upon which such notice is based; provided further, that in the event a force majeure event described in this Section 13.8 extends for a period in excess of thirty (30) days in the aggregate, either Party may immediately terminate this Agreement. 13.9 All notices which either Party is required or may desire to serve upon any other Party shall be delivered to the other Party in accordance with the terms of this Section 13.9. (a) All notices to Partner shall be in writing and addressed to Partner at the e-mail or postal address designated by Partner on the Partner Sign-up form. Partner acknowledges and agrees that it is its sole obligation to update and keep current the contact information provided on the Partner Sign-up form. All notices of updates to the Partner Sign-up form shall be provided to SRSplus in accordance with Section 13.9(b). Partner acknowledges and agrees that if an e-mail address is designated on the Partner Sign-up form, all notices shall be deemed served on the date and at the time noted in the e-mail header. If a postal address is designated, any notice may be served personally or by certified mail (postage prepaid), internationally commercially recognized overnight delivery service (Federal Express or DHL) or courier. Any such notice shall be deemed served upon personal delivery or delivery by courier, upon the second business day after the date sent for notices sent via overnight delivery or upon the third business day after the date set for notices sent via certified mail. Partner may change the e-mail or postal address to which notices are to be delivered by providing written notice to SRSplus in accordance with Section 13.9(b). (b) All notices to SRSplus shall be in writing and addressed to SRSplus at: TLDS L.L.C., 00000 Xxxxxxx Xxxxxx Xx, Xxxxx 000, Xxxxxxx, XX 00000, Attn: General Counsel, and TLDS L.L.C., d.b.a. SRSplus, 00000 Xxxxxxx Xxxxxx Xx, Xxxxx 000, Xxxxxxx, XX 00000, Attn: Business Development. Any notice may be served personally or by certified mail (postage prepaid), internationally commercially recognized overnight delivery service (Federal Express or DHL) or courier. Notice shall be deemed served upon personal delivery or delivery by courier, upon the second business day after the date sent for notices sent via overnight delivery or upon the third business day after the date set for notices sent via certified mail. SRSplus may change the address to which notices are to be delivered by providing written notice to Partner in accordance with Section 13.9(a). 13.10 The section and paragraph headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, govern, limit, modify or construe the scope or extent of the provisions of this Agreement to which they may relate. Such headings are not part of this Agreement and shall not be given any legal effect. 13.11 Any press release(s), announcements, publications or other media releases regarding this Agreement shall be mutually agreed upon in writing by the Parties prior to any such release. Except as otherwise provided herein, neither Party shall refer to the other Party or to any offer, product or service of the other Party on its Web site or in any advertisement, newsletter or publication, whether through use of "teaser" copy or in any other manner, without obtaining the other Party's failure prior written consent to perform the content of any such reference. Neither Party will make any representations or warranties about the other Party's Web site or the other Party's products or services that the other Party has not first approved in writing. During the Term of this Agreement, neither Party will disparage the other Party, the other Party's Marks, the other Party's Web site, or any of the other Party's products or services, or display any such items in a derogatory or negative manner on its obligationsWeb site. THE AGGREGATE CUMULATIVE MONETARY LIABILITY OF CLIENT FOR ALL CLAIMS ARISING UNDER OR RELATING TO THIS AGREEMENT, NOTWITHSTANDING THE FORM (e.g., CONTRACT, TORT, OR OTHERWISE) IN WHICH ANY ACTION IS BROUGHT, SHALL BE LIMITED TO THE AMOUNT OF MONEY SHOWN TO BE OWED FOR SERVICES RENDERED AND UNPAID. THE LIMITATIONS CONTAINED IN THIS AGREEMENT UPON THE TYPES AND AMOUNTS OF CLIENT'S LIABILITY SHALL NOT APPLY TO: (i) CLAIMS SUBJECT TO INDEMNIFICATION BY CLIENT (SECTION 21); (ii) CLAIMS WITH RESPECT TO SCHEDULE A BREACH OF CONFIDENTIALITY (SECTION 18); AND (iii) LOSSES ARISING OUT OF THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF CLIENT. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED BELOW, CONTRACTOR'S AGGREGATE CUMULATIVE MONETARY LIABILITY FOR ALL CLAIMS ARISING UNDER OR RELATING TO THIS AGREEMENT, NOTWITHSTANDING THE FORM (e.g., CONTRACT, TORT, OR OTHERWISE) IN WHICH ANY ACTION IS BROUGHT, SHALL BE LIMITED TO THE LESSER OF: (i) AN AMOUNT, CALCULATED AT THE TIME OF PRESENTATION OF ANY CLAIM, EQUAL TO THE AGGREGATE AMOUNT OF THE FEES PAYABLE BY CLIENT UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM; OR (ii) ACTUAL DAMAGES SUSTAINED BY THE CLIENT. NEITHER PARTY SHALL BE LIABLE FOR LOST PROFITS, LOST REVENUES, OR EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE REASONABLE COSTS THAT CLIENT IS REQUIRED TO EXPEND TO PROCURE SERVICES FROM AN ALTERNATIVE SOURCE AS A RESULT OF A DEFAULT BY CONTRACTOR, TO THE EXTENT IN EXCESS OF CONTRACTOR'S CHARGES UNDER THIS AGREEMENT, AND ANY AMOUNT OF MONEY UNPAID BY CLIENT TO CONTRACTOR FOR 22 SERVICES RENDERED, SHALL BE CONSTRUED AS DIRECT DAMAGES AND NOT AS INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES. THE LIMITATIONS CONTAINED IN THIS AGREEMENT UPON THE TYPES AND AMOUNTS OF CONTRACTOR'S LIABILITY SHALL NOT APPLY TO: (i) CLAIMS SUBJECT TO INDEMNIFICATION BY CONTRACTOR (SECTION 21); (ii) CLAIMS WITH RESPECT TO A BREACH OF CONFIDENTIALITY (SECTION 18); (iii) LOSSES ARISING OUT OF THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF CONTRACTOR; AND (iv) CLAIMS BASED UPON A BREACH OF SECTION 22.2 HEREOF OR UPON ANY REPUDIATION OF THIS AGREEMENT BY CONTRACTOR OR CONTRACTOR'S REFUSAL TO PERFORM ITS DUTIES AND OBLIGATIONS HEREUNDER.DOMAIN NAME REGISTRATION SERVICES

Limitation of Liability and Disclaimers. Subject to the express provisions and limitations of this Section 14.1.2, the parties intend that each party shall be liable to the other party for all damages incurred as a result of the breaching party's failure to perform its obligations. THE AGGREGATE CUMULATIVE MONETARY LIABILITY OF CLIENT FOR ALL CLAIMS ARISING UNDER OR RELATING TO THIS AGREEMENT, NOTWITHSTANDING THE FORM (e.g., CONTRACT, TORT, OR OTHERWISE) IN WHICH ANY ACTION IS BROUGHT, SHALL BE LIMITED TO THE AMOUNT OF MONEY SHOWN TO BE OWED FOR SERVICES RENDERED AND UNPAIDUNPAID AND ANY AMOUNTS DUE UNDER SECTION 12.2. THE LIMITATIONS CONTAINED IN THIS AGREEMENT UPON THE TYPES AND AMOUNTS OF CLIENT'S LIABILITY SHALL NOT APPLY TO: (i) CLAIMS SUBJECT TO INDEMNIFICATION BY CLIENT (SECTION 21); (ii) CLAIMS WITH RESPECT TO A BREACH OF CONFIDENTIALITY (SECTION 18); AND (iii) LOSSES ARISING OUT OF THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF CLIENT. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED BELOW, CONTRACTOR'S AGGREGATE CUMULATIVE MONETARY LIABILITY FOR ALL CLAIMS ARISING UNDER OR RELATING TO THIS AGREEMENT, NOTWITHSTANDING THE FORM (e.g., CONTRACT, TORT, OR OTHERWISE) IN WHICH ANY ACTION IS BROUGHT, SHALL BE LIMITED TO THE LESSER OF: (i) AN AMOUNT, CALCULATED AT THE TIME OF PRESENTATION OF ANY CLAIM, EQUAL TO THE AGGREGATE AMOUNT OF THE FEES PAYABLE BY CLIENT UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM; OR (ii) ACTUAL DAMAGES SUSTAINED BY THE CLIENT. NEITHER PARTY SHALL BE LIABLE FOR LOST PROFITS, LOST REVENUES, OR EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE 23 POSSIBILITY OF SUCH DAMAGES. THE REASONABLE COSTS THAT CLIENT IS REQUIRED TO EXPEND TO PROCURE SERVICES FROM AN ALTERNATIVE SOURCE AS A RESULT OF A DEFAULT BY CONTRACTOR, TO THE EXTENT IN EXCESS OF CONTRACTOR'S CHARGES UNDER THIS AGREEMENT, AND ANY AMOUNT OF MONEY UNPAID BY CLIENT TO CONTRACTOR FOR 22 SERVICES RENDERED, SHALL BE CONSTRUED AS DIRECT DAMAGES AND NOT AS INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES. THE LIMITATIONS CONTAINED IN THIS AGREEMENT UPON THE TYPES AND AMOUNTS OF CONTRACTOR'S LIABILITY SHALL NOT APPLY TO: (i) CLAIMS SUBJECT TO INDEMNIFICATION BY CONTRACTOR (SECTION 21); (ii) CLAIMS WITH RESPECT TO A BREACH OF CONFIDENTIALITY (SECTION 18); (iii) LOSSES ARISING OUT OF THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF CONTRACTOR; AND (iv) CLAIMS BASED UPON A BREACH OF SECTION 22.2 HEREOF OR UPON ANY REPUDIATION OF THIS AGREEMENT BY CONTRACTOR OR CONTRACTOR'S REFUSAL TO PERFORM ITS DUTIES AND OBLIGATIONS HEREUNDER.

Limitation of Liability and Disclaimers. Subject to the express provisions and limitations of this Section 14.1.2, the parties intend that each party shall be liable to the other party for all damages incurred as a result of the breaching party's failure to perform its obligations. THE XXXX’X AGGREGATE CUMULATIVE MONETARY LIABILITY OF CLIENT FOR ANY AND ALL CLAIMS CLAIM(S) ARISING UNDER OR RELATING RELATED TO THIS AGREEMENT, NOTWITHSTANDING YOUR USE OF THE FORM (e.g.SOFTWARE, ANY CLAIMED INJURY OR DAMAGE RELATED TO ANY SERVICES PROVIDED BY XXXX IN CONNECTION WITH THE SOFTWARE, OR ANY CLAIMED INJURY OR DAMAGE RELATED TO THE SOFTWARE, WILL NOT, IN ANY EVENT, EXCEED THE AMOUNT PAID BY YOU TO XXXX FOR USE OF THE SOFTWARE TO WHICH THIS AGREEMENT APPLIES, WHETHER THE CLAIMED LIABILITY IS BASED ON TORT, BREACH OF WARRANTY, BREACH OF CONTRACT, INDEMNITY, ANY FORM OF STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE OR STATUTORY THEORY. IN NO EVENT WILL XXXX BE LIABLE TO YOU OR ANY PARTY FOR ANY FORM OF INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES, PENALTIES OR LOST PROFITS, REGARDLESS OF WHETHER THE CLAIMED LIABILITY IS BASED ON TORT, OR OTHERWISE) IN WHICH ANY ACTION IS BROUGHT, SHALL BE LIMITED TO THE AMOUNT OF MONEY SHOWN TO BE OWED FOR SERVICES RENDERED AND UNPAID. THE LIMITATIONS CONTAINED IN THIS AGREEMENT UPON THE TYPES AND AMOUNTS OF CLIENT'S LIABILITY SHALL NOT APPLY TO: (i) CLAIMS SUBJECT TO INDEMNIFICATION BY CLIENT (SECTION 21); (ii) CLAIMS WITH RESPECT TO A BREACH OF CONFIDENTIALITY (WARRANTY, BREACH OF CONTRACT, INDEMNITY, ANY FORM OF STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE OR STATUTORY THEORY, EXCEPT AS STATED IN SECTION 18); AND (iii) LOSSES ARISING OUT OF THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF CLIENT6 BELOW. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED BELOWSTATED IN SECTION 4 ABOVE, CONTRACTOR'S AGGREGATE CUMULATIVE MONETARY LIABILITY XXXX DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ALL CLAIMS ARISING UNDER A PARTICULAR PURPOSE. XXXX DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR RELATING ERROR-FREE, THAT THE SOFTWARE WILL CONTINUE TO THIS AGREEMENTFUNCTION IN THE EVENT XXXX CEASES TO CONDUCT BUSINESS, NOTWITHSTANDING THAT THE FORM (e.g., CONTRACT, TORTSOFTWARE WILL BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE OR SERVICES, OR OTHERWISE) THAT DEFECTS IN WHICH THE SOFTWARE WILL BE CORRECTED. XXXX DOES NOT MAKE ANY ACTION IS BROUGHT, SHALL BE LIMITED REPRESENTATION CONCERNING YOUR ABILITY TO THE LESSER OF: (i) AN AMOUNT, CALCULATED AT THE TIME OF PRESENTATION OF ANY CLAIM, EQUAL TO THE AGGREGATE AMOUNT DERIVE REVENUE OR EARN INCOME FROM USE OF THE FEES PAYABLE BY CLIENT UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM; SOFTWARE IN A COMMERCIAL OR (ii) ACTUAL DAMAGES SUSTAINED BY THE CLIENT. NEITHER PARTY SHALL BE LIABLE FOR LOST PROFITS, LOST REVENUES, OR EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE REASONABLE COSTS THAT CLIENT IS REQUIRED TO EXPEND TO PROCURE SERVICES FROM AN ALTERNATIVE SOURCE AS A RESULT OF A DEFAULT BY CONTRACTOR, TO THE EXTENT IN EXCESS OF CONTRACTOR'S CHARGES UNDER THIS AGREEMENT, AND ANY AMOUNT OF MONEY UNPAID BY CLIENT TO CONTRACTOR FOR 22 SERVICES RENDERED, SHALL BE CONSTRUED AS DIRECT DAMAGES AND NOT AS INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES. THE LIMITATIONS CONTAINED IN THIS AGREEMENT UPON THE TYPES AND AMOUNTS OF CONTRACTOR'S LIABILITY SHALL NOT APPLY TO: (i) CLAIMS SUBJECT TO INDEMNIFICATION BY CONTRACTOR (SECTION 21); (ii) CLAIMS WITH RESPECT TO A BREACH OF CONFIDENTIALITY (SECTION 18); (iii) LOSSES ARISING OUT OF THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF CONTRACTOR; AND (iv) CLAIMS BASED UPON A BREACH OF SECTION 22.2 HEREOF OR UPON ANY REPUDIATION OF THIS AGREEMENT BY CONTRACTOR OR CONTRACTOR'S REFUSAL TO PERFORM ITS DUTIES AND OBLIGATIONS HEREUNDEROTHER SETTING.

Limitation of Liability and Disclaimers. Subject to the express provisions and limitations of this Section 14.1.2EXCEPT AS MAY BE OTHERWISESPECIFICALLY PROVIDED HEREIN: (1) THE SERVICES AND PRODUCTS ARE PROVIDED "AS IS" AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND; (2) AND (2) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, the parties intend that each party shall be liable to the other party for all damages incurred as a result of the breaching party's failure to perform its obligationsPHATSCOOTERS EXPRESSLY DISCLAIMS ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, AND GUARANTEES WITH RESPECT TO THE SER- VICES AND PRODUCTS, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. YOU AGREE THAT YOUR USE OF THE AGGREGATE CUMULATIVE MONETARY LIABILITY SERVICES AND PRODUCTS ARE AT YOUR OWN RISK. NO REPRESENTATION OR OTHER AFFIRMATION OF CLIENT FACT, IN- CLUDING STATEMENTS REGARDING CAPACITY, SUITABILITY FOR ALL CLAIMS ARISING UNDER USE OR RELATING TO PERFORMANCE OF THE SERVICES OR PRODUCTS, WHETHER MADE BY PERSONNEL OF PHATSCOOTERS OR OTHERWISE, WHICH ARE NOT CONTAINED IN THIS AGREEMENT, NOTWITHSTANDING THE FORM (e.g., CONTRACT, TORTWILL BE DEEMED TO BE A WARRANTY BY PHATSCOOTERS FOR ANY PURPOSE, OR OTHERWISEGIVE RISE TO ANY LIABILITY OF PHATSCOOTERS WHATSOEVER. UNDER NO CIRCUMSTANCES WILL PHATSCOOTERS (OR ITS OFFICERS, DIRECTORS, AGENTS, EMPLOYEES OR AFFILIATES) BE LIABLE TO YOU FOR ANY DAMAGES OR LOSSES WHATSOEVER (INCLUDING DIRECT, INDIRECT, OR SPECIAL DAMAGES, PERSONAL INJURY (INCLUDING DEATH), THEFT, LOSS OF MONEY, REPUTATION OR GOODWILL, LOSS OF DATA, FOR ANYTHING DIRECTLY OR INDIRECTLY RELATED TO THE SERVICES, PRODUCTS, OR THIS AGREEMENT. IF, FOR SOME REASON, PHATSCOOTERS IS FOUND TO BE LIABLE TO YOU IN WHICH ANY ACTION IS BROUGHTWAY, SHALL THEN PHATSCOOTERS’ TOTAL LIABILITY WILL BE LIMITED TO THE AMOUNT OF MONEY SHOWN TO BE OWED FOR SERVICES RENDERED AND UNPAID. FEES THAT YOU PAID US IN THE LIMITATIONS CONTAINED YEAR IN THIS AGREEMENT UPON WHICH THE TYPES AND AMOUNTS OF CLIENT'S LIABILITY SHALL NOT APPLY TO: (i) CLAIMS SUBJECT TO INDEMNIFICATION BY CLIENT (SECTION 21); (ii) CLAIMS WITH RESPECT TO A BREACH OF CONFIDENTIALITY (SECTION 18); AND (iii) LOSSES ARISING OUT OF THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF CLIENT. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED BELOW, CONTRACTOR'S AGGREGATE CUMULATIVE MONETARY LIABILITY FOR ALL CLAIMS ARISING UNDER OR RELATING TO THIS AGREEMENT, NOTWITHSTANDING THE FORM (e.g., CONTRACT, TORTCLAIM AROSE, OR OTHERWISE) $50, WHICHEVER IS LESSER AND IN WHICH ANY ACTION IS BROUGHT, SHALL BE LIMITED TO THE LESSER OF: (i) AN AMOUNT, CALCULATED AT THE TIME OF PRESENTATION OF ANY CLAIM, EQUAL TO THE AGGREGATE AMOUNT OF THE FEES PAYABLE BY CLIENT UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM; OR (ii) ACTUAL DAMAGES SUSTAINED BY THE CLIENT. NEITHER PARTY SHALL BE LIABLE FOR LOST PROFITS, LOST REVENUES, OR EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE REASONABLE COSTS THAT CLIENT IS REQUIRED TO EXPEND TO PROCURE SERVICES FROM AN ALTERNATIVE SOURCE AS A RESULT OF A DEFAULT BY CONTRACTOR, TO THE EXTENT IN EXCESS OF CONTRACTOR'S CHARGES UNDER THIS AGREEMENT, AND ANY AMOUNT OF MONEY UNPAID BY CLIENT TO CONTRACTOR FOR 22 SERVICES RENDERED, SHALL BE CONSTRUED AS DIRECT DAMAGES AND NOT AS INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES. THE LIMITATIONS CONTAINED IN THIS AGREEMENT UPON THE TYPES AND AMOUNTS OF CONTRACTOR'S LIABILITY SHALL NOT APPLY TO: (i) CLAIMS SUBJECT TO INDEMNIFICATION BY CONTRACTOR (SECTION 21); (ii) CLAIMS COMPLIANCE WITH RESPECT TO A BREACH OF CONFIDENTIALITY (SECTION 18); (iii) LOSSES ARISING OUT OF THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF CONTRACTOR; AND (iv) CLAIMS BASED UPON A BREACH OF SECTION 22.2 HEREOF OR UPON ANY REPUDIATION OF THIS AGREEMENT BY CONTRACTOR OR CONTRACTOR'S REFUSAL TO PERFORM ITS DUTIES AND OBLIGATIONS HEREUNDERAPPLICABLE LAWS.

Limitation of Liability and Disclaimers. Subject to the express provisions and limitations (a) Disclaimer of this Section 14.1.2Warranties. EXCEPT AS MAY BE OTHERWISE SPECIFICALLY PROVIDED HEREIN: (1) THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND; AND (2) TO THE MAXIMUM EXTENT PERMITTED BY LAW, the parties intend that each party shall be liable to the other party for all damages incurred as a result of the breaching party's failure to perform its obligationsXxxxx.xx AND ITS AFFILIATES EACH EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, AND GUARANTEES WITH RESPECT TO THE SERVICES, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE OF THE AGGREGATE CUMULATIVE MONETARY LIABILITY SERVICES, WHETHER MADE BY EMPLOYEES OF CLIENT FOR ALL CLAIMS ARISING UNDER Xxxxx.xx OR RELATING TO OTHERWISE, WHICH IS NOT CONTAINED IN THIS AGREEMENT, NOTWITHSTANDING THE FORM (e.g., CONTRACT, TORTSHALL BE DEEMED TO BE A WARRANTY BY Xxxxx.xx FOR ANY PURPOSE, OR OTHERWISE) IN WHICH GIVE RISE TO ANY ACTION IS BROUGHT, SHALL BE LIMITED TO THE AMOUNT LIABILITY OF MONEY SHOWN TO BE OWED FOR SERVICES RENDERED AND UNPAID. THE LIMITATIONS CONTAINED IN THIS AGREEMENT UPON THE TYPES AND AMOUNTS OF CLIENT'S LIABILITY SHALL NOT APPLY TO: (i) CLAIMS SUBJECT TO INDEMNIFICATION BY CLIENT (SECTION 21); (ii) CLAIMS WITH RESPECT TO A BREACH OF CONFIDENTIALITY (SECTION 18); AND (iii) LOSSES ARISING OUT OF THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF CLIENTXxxxx.xx WHATSOEVER. EXCEPT AS MAY BE OTHERWISE EXPRESSLY SPECIFICALLY PROVIDED BELOWHEREIN, CONTRACTOR'S AGGREGATE CUMULATIVE MONETARY LIABILITY FOR Xxxxx.xx SPECIFICALLY DISCLAIM, WITHOUT LIMITATION, ALL CLAIMS ARISING UNDER OR RELATING TO THIS AGREEMENTREPRESENTATIONS AND WARRANTIES OF ANY KIND, NOTWITHSTANDING THE FORM (e.g.EXPRESS, CONTRACT, TORT, IMPLIED OR OTHERWISE) IN WHICH ANY ACTION IS BROUGHT, SHALL BE LIMITED TO THE LESSER OF: (i) AN AMOUNT, CALCULATED AT THE TIME OF PRESENTATION OF ANY CLAIM, EQUAL TO THE AGGREGATE AMOUNT OF THE FEES PAYABLE BY CLIENT UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM; OR (ii) ACTUAL DAMAGES SUSTAINED BY THE CLIENT. NEITHER PARTY SHALL BE LIABLE FOR LOST PROFITS, LOST REVENUES, OR EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE REASONABLE COSTS THAT CLIENT IS REQUIRED TO EXPEND TO PROCURE SERVICES FROM AN ALTERNATIVE SOURCE AS A RESULT OF A DEFAULT BY CONTRACTOR, TO THE EXTENT IN EXCESS OF CONTRACTOR'S CHARGES UNDER THIS AGREEMENT, AND ANY AMOUNT OF MONEY UNPAID BY CLIENT TO CONTRACTOR FOR 22 SERVICES RENDERED, SHALL BE CONSTRUED AS DIRECT DAMAGES AND NOT AS INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES. THE LIMITATIONS CONTAINED IN THIS AGREEMENT UPON THE TYPES AND AMOUNTS OF CONTRACTOR'S LIABILITY SHALL NOT APPLY TO: (i) CLAIMS SUBJECT TO INDEMNIFICATION BY CONTRACTOR (SECTION 21); (ii) CLAIMS WITH RESPECT TO A BREACH OF CONFIDENTIALITY (SECTION 18); (iii) LOSSES ARISING OUT OF THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF CONTRACTOR; AND (iv) CLAIMS BASED UPON A BREACH OF SECTION 22.2 HEREOF OR UPON ANY REPUDIATION OF THIS AGREEMENT BY CONTRACTOR OR CONTRACTOR'S REFUSAL TO PERFORM ITS DUTIES AND OBLIGATIONS HEREUNDER.