Common use of LIMITATION OF LIABILITY AND INDEMNITY Clause in Contracts

LIMITATION OF LIABILITY AND INDEMNITY. In no event shall AI or its suppliers be liable in any way for indirect, special, consequential, or incidental damages or loss of any kind (including without limitation, lost profits, liability or injury to third persons, loss of data, cost of cover, whether foreseeable or not, regardless of whether AI or its suppliers have been advised of the possibility of such damages) arising as a result of licensee’s use or inability to use the Software. You acknowledge that the license fee reflects the allocation of risks between us. AI SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER ARISING FROM LOSS OR THEFT OF THE SOFTWARE PRODUCT OR OF ANY COPY PROTECTION DEVICE/CODE WITH WHICH THE SOFTWARE PRODUCT IS SUPPLIED. SPECIFICALLY, AI SHALL NOT BE OBLIGATED TO REPLACE ANY LOST OR STOLEN SOFTWARE PRODUCT OR COPY PROTECTION DEVICE/CODE. YOU ARE SOLELY RESPONSIBLE FOR SAFEGUARDING THE SOFTWARE PRODUCT AND ANY COPY PROTECTION DEVICE/CODE FROM LOSS OR THEFT AND PROTECTING YOUR INVESTMENT THROUGH INSURANCE OR OTHERWISE. LICENSEE AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND AI AND ITS SUPPLIERS FROM ANY COST, LOSS, LIABILITY, OR EXPENSE, INCLUDING COURT COSTS AND REASONABLE FEES FOR ATTORNEYS OR OTHER PROFESSIONALS, ARISING OUT OF, OR RESULTING FROM, ANY CLAIM OR DEMAND BROUGHT AGAINST AI, ITS SUPPLIERS OR ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR AGENTS BY THE LICENSEE OR A THIRD PARTY ARISING FROM OR IN CONJUNCTION WITH ANY PROCUREMENT, INSTALLATION, UTILIZATION, REDEPLOYMENT OR DISPOSAL OF THE SOFTWARE PRODUCT.

LIMITATION OF LIABILITY AND INDEMNITY. In no event shall AI or its suppliers be liable in any way for indirectNOTWITHSTANDING ANY OTHER PROVISION HEREIN OR IN ANY OTHER DOCUMENT OR COMMUNICATION, special, consequential, or incidental damages or loss of any kind (including without limitation, lost profits, liability or injury to third persons, loss of data, cost of cover, whether foreseeable or not, regardless of whether AI or its suppliers have been advised of the possibility of such damagesA) arising as a result of licensee’s use or inability to use the Software. You acknowledge that the license fee reflects the allocation of risks between us. AI SHALL HAVE NO RESPONSIBILITY SELLER'S LIABILITY AND OBLIGATIONS WITH RESPECT TO ANY CLAIM(S) RESULTING OR LIABILITY WHATSOEVER ARISING FROM LOSS OR THEFT OF THE SOFTWARE PRODUCT OR OF ANY COPY PROTECTION DEVICE/CODE WITH WHICH THE SOFTWARE PRODUCT IS SUPPLIED. SPECIFICALLY, AI SHALL NOT BE OBLIGATED TO REPLACE ANY LOST OR STOLEN SOFTWARE PRODUCT OR COPY PROTECTION DEVICE/CODE. YOU ARE SOLELY RESPONSIBLE FOR SAFEGUARDING THE SOFTWARE PRODUCT AND ANY COPY PROTECTION DEVICE/CODE FROM LOSS OR THEFT AND PROTECTING YOUR INVESTMENT THROUGH INSURANCE OR OTHERWISE. LICENSEE AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND AI AND ITS SUPPLIERS FROM ANY COST, LOSS, LIABILITY, OR EXPENSE, INCLUDING COURT COSTS AND REASONABLE FEES FOR ATTORNEYS OR OTHER PROFESSIONALS, ARISING OUT OF, OR RESULTING FROM, ANY CLAIM OR DEMAND BROUGHT AGAINST AI, ITS SUPPLIERS OR ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR AGENTS BY THE LICENSEE OR A THIRD PARTY ARISING FROM OR RELATING TO THIS AGREEMENT, WHETHER IN CONJUNCTION WITH CONTRACT, STRICT LIABILITY, TORT OR OTHERWISE, AND EVEN IF BUYER'S EXCLUSIVE REMEDY FAILS OF ITS ESSENTIAL PURPOSE, SHALL IN NO EVENT EXCEED IN THE AGGREGATE THE TOTAL PURCHASE PRICE RECEIVED BY SELLER FOR THE PRODUCTS (OR, IN THE CASE OF OBLIGATIONS ARISING FROM OR RELATING TO PARTICULAR PRODUCTS OR SERVICES RENDERED IN CONNECTION HEREWITH, THE PURCHASE PRICE OF SUCH PRODUCTS OR AMOUNT RECEIVED BY SELLER FOR SUCH SERVICES, RESPECTIVELY), AND (B) SELLER SHALL IN NO EVENT BE LIABLE TO BUYER OR ANY PROCUREMENTOTHER PERSON OR ENTITY, INSTALLATIONWHETHER IN CONTRACT, UTILIZATIONSTRICT LIABILITY, REDEPLOYMENT TORT OR DISPOSAL OTHERWISE, FOR SPECIAL, PUNITIVE, CONSEQUENTIAL INDIRECT OR INCIDENTAL DAMAGES OF THE SOFTWARE PRODUCTANY KIND WHATSOEVER, OR CLAIMS OF ANY THIRD PARTIES. By accepting delivery of the Products ordered, Buyer agrees that it indemnifies and holds harmless Seller from and against all claims, loss, damage and liability, including without limitation for personal injury, property damage or commercial loss of whatever kind, directly or indirectly arising from or relating to the hazards inherent in Buyer's facilities or activities.

LIMITATION OF LIABILITY AND INDEMNITY. In no event shall AI or its suppliers be liable in any way for indirectTO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, specialTHE ENTIRE LIABILITY OF INTUIT, consequentialAND ITS AFFILIATES AND SUPPLIERS FOR ALL MATTERS OR CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SOFTWARE DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, or incidental damages or loss of any kind INTUIT AND ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (including without limitationA) INDIRECT, lost profitsSPECIAL, liability or injury to third personsINCIDENTAL, loss of dataPUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, cost of coverTHE INTERNET, whether foreseeable or notELECTRONIC COMMUNICATIONS, regardless of whether AI or its suppliers have been advised of the possibility of such damages) arising as a result of licensee’s use or inability to use the Software. You acknowledge that the license fee reflects the allocation of risks between us. AI SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER ARISING FROM CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET INTUIT SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF INTUIT AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF INTUIT, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SOFTWARE PRODUCT OR OF ANY COPY PROTECTION DEVICE/CODE WITH WHICH THE SOFTWARE PRODUCT IS SUPPLIED. SPECIFICALLY, AI SHALL NOT BE OBLIGATED TO REPLACE ANY LOST OR STOLEN SOFTWARE PRODUCT OR COPY PROTECTION DEVICE/CODE. YOU ARE SOLELY RESPONSIBLE FOR SAFEGUARDING THE SOFTWARE PRODUCT AND ANY COPY PROTECTION DEVICE/CODE FROM LOSS OR THEFT AND PROTECTING YOUR INVESTMENT THROUGH INSURANCE OR OTHERWISE. LICENSEE AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND AI AND ITS SUPPLIERS FROM ANY COSTUSE. You agree to indemnify and hold Intuit and its Affiliates and Suppliers harmless from any and all claims, LOSSliability and expenses, LIABILITYincluding reasonable attorneys' fees and costs, OR EXPENSEarising out of your use of the Software or breach of this Agreement (collectively referred to as "Claims"). Intuit reserves the right, INCLUDING COURT COSTS AND REASONABLE FEES FOR ATTORNEYS OR OTHER PROFESSIONALSin its sole discretion and at its own expense, ARISING OUT OF, OR RESULTING FROM, ANY CLAIM OR DEMAND BROUGHT AGAINST AI, ITS SUPPLIERS OR ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR AGENTS BY THE LICENSEE OR A THIRD PARTY ARISING FROM OR IN CONJUNCTION WITH ANY PROCUREMENT, INSTALLATION, UTILIZATION, REDEPLOYMENT OR DISPOSAL OF THE SOFTWARE PRODUCTto assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by Intuit in the defense of any Claims.

LIMITATION OF LIABILITY AND INDEMNITY. In no event shall AI or its suppliers be liable in any way for indirect(a) NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, special, consequential, or incidental damages or loss of any kind (including without limitation, lost profits, liability or injury to third persons, loss of data, cost of cover, whether foreseeable or not, regardless of whether AI or its suppliers have been advised of the possibility of such damages) arising as a result of licensee’s use or inability to use the Software. You acknowledge that the license fee reflects the allocation of risks between us. AI IN NO EVENT SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER ARISING FROM LOSS OR THEFT OF THE SOFTWARE PRODUCT OR OF ANY COPY PROTECTION DEVICE/CODE WITH WHICH THE SOFTWARE PRODUCT IS SUPPLIED. SPECIFICALLY, AI SHALL NOT BE OBLIGATED TO REPLACE ANY LOST OR STOLEN SOFTWARE PRODUCT OR COPY PROTECTION DEVICE/CODE. YOU ARE SOLELY RESPONSIBLE FOR SAFEGUARDING THE SOFTWARE PRODUCT AND ANY COPY PROTECTION DEVICE/CODE FROM LOSS OR THEFT AND PROTECTING YOUR INVESTMENT THROUGH INSURANCE OR OTHERWISE. LICENSEE AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND AI AND ITS SUPPLIERS FROM ANY COST, LOSS, LIABILITY, OR EXPENSE, INCLUDING COURT COSTS AND REASONABLE FEES FOR ATTORNEYS OR OTHER PROFESSIONALS, ARISING OUT OF, OR RESULTING FROM, ANY CLAIM OR DEMAND BROUGHT AGAINST AI[CUSTOMER NAME], ITS SUPPLIERS OR ITS AFFILIATESPARENTS, SUBSIDIARIES, AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, SUPPLIERS, RESELLERS AND DISTRIBUTORS (COLLECTIVELY, THE "[CUSTOMER NAME] ENTITIES" AND EACH, A "[CUSTOMER NAME] ENTITY") BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR AGENTS BY PUNITIVE DAMAGES, OR ANY OTHER DAMAGES OR LOSSES WHATSOEVER, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, OPPORTUNITY, EARNINGS, USE OR DATA, ARISING DIRECTLY OR INDIRECTLY FROM OR RELATED TO THIS AGREEMENT OR THE LICENSEE SERVICES, REGARDLESS OF THE CAUSE OF ACTION AND EVEN IF ONE OR A THIRD PARTY MORE OF THE [CUSTOMER NAME] ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES, INCLUDING BUT NOT LIMITED TO DAMAGES OR LOSSES ARISING FROM OR IN CONJUNCTION WITH ANY PROCUREMENTWAY RELATED TO DELAYS, INSTALLATIONERRORS, UTILIZATIONINTERRUPTIONS, REDEPLOYMENT MISTAKES, OMISSIONS, NON-DELIVERY, INCORRECT DELIVERY, VIRUSES OR DISPOSAL DEFECTS IN THE TRANSMISSION OF ANY INFORMATION, MATERIAL OR DATA OVER OR THROUGH [CUSTOMER NAME]' SYSTEMS OR NETWORKS OR THE SYSTEMS OR NETWORKS OF THIRD PARTIES. (b) CIRCUMSTANCES MAY ARISE IN WHICH YOU ARE ENTITLED TO RECOVER DAMAGES FROM ONE OR MORE OF THE SOFTWARE PRODUCT[CUSTOMER NAME] ENTITIES. IN SUCH INSTANCE, THE AGGREGATE LIABILITY OF THE [CUSTOMER NAME] ENTITIES FOR DAMAGES IS LIMITED TO THE LESSER OF (A) THE AMOUNT ACTUALLY PAID TO [CUSTOMER NAME] BY YOU UNDER THIS AGREEMENT DURING THE ONE (1) MONTH IMMEDIATELY PRECEDING THE DATE ON WHICH SUCH CLAIM ACCRUED OR (B) THE SUM OF FIVE DOLLARS ($5.00). THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS. THE FEES FOR THE SERVICES SET BY [CUSTOMER NAME] HEREUNDER HAVE BEEN AND WILL CONTINUE TO BE BASED UPON THIS ALLOCATION OF RISK. ACCORDINGLY, YOU HEREBY RELEASE THE [CUSTOMER NAME] ENTITIES FROM ANY AND ALL OBLIGATIONS, LIABILITIES, AND CLAIM IN EXCESS OF THE LIMITATION STATED IN THIS PARAGRAPH. (c) You hereby acknowledge and agree that [CUSTOMER NAME] and its suppliers will NOT be liable for any delay, outages or interruptions of the Services. Further, [CUSTOMER NAME] shall not be liable for any delay or failure to perform its obligations under this Agreement, where such delay or failure results from any act of God or other cause beyond its reasonable control (including, without limitation, any mechanical, electrical, electronic, communications or third-party supplier failure). (d) You hereby release and hold harmless, and agree to indemnify, the [CUSTOMER NAME] Entities against any and all claims, actions, proceedings, suits, liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys' fees and other litigation expenses) incurred by the [CUSTOMER NAME] Entities, arising out of or relating to (a) your violation or breach of any term, condition, representation or warranty of this Agreement, or any applicable policy or guideline; (b) your use the Services; or

LIMITATION OF LIABILITY AND INDEMNITY. In no event shall AI or its suppliers be liable in any way for indirectNOTWITHSTANDING ANY OTHER PROVISION HEREIN OR IN ANY OTHER DOCUMENT OR COMMUNICATION, special, consequential, or incidental damages or loss of any kind (including without limitation, lost profits, liability or injury to third persons, loss of data, cost of cover, whether foreseeable or not, regardless of whether AI or its suppliers have been advised of the possibility of such damagesA) arising as a result of licensee’s use or inability to use the Software. You acknowledge that the license fee reflects the allocation of risks between us. AI SHALL HAVE NO RESPONSIBILITY SELLER’S LIABILITY AND OBLIGATIONS WITH RESPECT TO ANY CLAIM(S) RESULTING OR LIABILITY WHATSOEVER ARISING FROM LOSS OR THEFT OF THE SOFTWARE PRODUCT OR OF ANY COPY PROTECTION DEVICE/CODE WITH WHICH THE SOFTWARE PRODUCT IS SUPPLIED. SPECIFICALLY, AI SHALL NOT BE OBLIGATED TO REPLACE ANY LOST OR STOLEN SOFTWARE PRODUCT OR COPY PROTECTION DEVICE/CODE. YOU ARE SOLELY RESPONSIBLE FOR SAFEGUARDING THE SOFTWARE PRODUCT AND ANY COPY PROTECTION DEVICE/CODE FROM LOSS OR THEFT AND PROTECTING YOUR INVESTMENT THROUGH INSURANCE OR OTHERWISE. LICENSEE AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND AI AND ITS SUPPLIERS FROM ANY COST, LOSS, LIABILITY, OR EXPENSE, INCLUDING COURT COSTS AND REASONABLE FEES FOR ATTORNEYS OR OTHER PROFESSIONALS, ARISING OUT OF, OR RESULTING FROM, ANY CLAIM OR DEMAND BROUGHT AGAINST AI, ITS SUPPLIERS OR ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR AGENTS BY THE LICENSEE OR A THIRD PARTY ARISING FROM OR RELATING TO THIS AGREEMENT, WHETHER IN CONJUNCTION WITH CONTRACT, STRICT LIABILITY, TORT OR OTHERWISE, AND EVEN IF BUYER’S EXCLUSIVE REMEDY FAILS OF ITS ESSENTIAL PURPOSE, SHALL IN NO EVENT EXCEED IN THE AGGREGATE THE TOTAL PURCHASE PRICE RECEIVED BY SELLER FOR THE PRODUCTS (OR, IN THE CASE OF OBLIGATIONS ARISING FROM OR RELATING TO PARTICULAR PRODUCTS OR SERVICES RENDERED IN CONNECTION HEREWITH, THE PURCHASE PRICE OF SUCH PRODUCTS OR AMOUNT RECEIVED BY SELLER FOR SUCH SERVICES, RESPECTIVELY), AND (B) SELLER SHALL IN NO EVENT BE LIABLE TO BUYER OR ANY PROCUREMENTOTHER PERSON OR ENTITY, INSTALLATIONWHETHER IN CONTRACT, UTILIZATIONSTRICT LIABILITY, REDEPLOYMENT TORT OR DISPOSAL OTHERWISE, FOR SPECIAL, CONSEQUENTIAL INDIRECT OR INCIDENTAL DAMAGES OF THE SOFTWARE PRODUCTANY KIND WHATSOEVER, OR CLAIMS OF ANY THIRD PARTIES. By accepting delivery of the Products ordered, Buyer agrees that it indemnifies and holds harmless Seller from and against all claims, loss, damage and liability, including without limitation for personal injury, property damage or commercial loss of whatever kind, directly or indirectly arising from or relating to the hazards inherent in Buyer’s facilities or activities.

LIMITATION OF LIABILITY AND INDEMNITY. In no event shall AI or its suppliers be liable in any way for indirectNOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN OR IN ANY OTHER WRITING, special, consequential, or incidental damages or loss of any kind (including without limitation, lost profits, liability or injury to third persons, loss of data, cost of cover, whether foreseeable or not, regardless of whether AI or its suppliers have been advised of the possibility of such damages) arising as a result of licensee’s use or inability to use the Software. You acknowledge that the license fee reflects the allocation of risks between us. AI SHALL HAVE NO RESPONSIBILITY SELLER’S TOTAL LIABILITY FOR ANY CLAIM OR LIABILITY WHATSOEVER ARISING FROM LOSS OR THEFT OF THE SOFTWARE PRODUCT OR OF ANY COPY PROTECTION DEVICE/CODE WITH WHICH THE SOFTWARE PRODUCT IS SUPPLIED. SPECIFICALLY, AI SHALL NOT BE OBLIGATED TO REPLACE ANY LOST OR STOLEN SOFTWARE PRODUCT OR COPY PROTECTION DEVICE/CODE. YOU ARE SOLELY RESPONSIBLE FOR SAFEGUARDING THE SOFTWARE PRODUCT AND ANY COPY PROTECTION DEVICE/CODE FROM LOSS OR THEFT AND PROTECTING YOUR INVESTMENT THROUGH INSURANCE OR OTHERWISE. LICENSEE AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND AI AND ITS SUPPLIERS FROM ANY COST, LOSS, LIABILITY, OR EXPENSEDAMAGE, INCLUDING COURT COSTS AND REASONABLE FEES FOR ATTORNEYS CLAIMS ALLEGING NEGLIGENCE OR OTHER PROFESSIONALSGROSS NEGLIGENCE, ARISING OUT OF, OR RESULTING FROM, ANY CLAIM OR DEMAND BROUGHT AGAINST AI, ITS SUPPLIERS OR ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR AGENTS BY THE LICENSEE OR A THIRD PARTY ARISING FROM OF AND/OR IN CONJUNCTION WITH ANY PROCUREMENTWAY RELATED TO THESE TERMS OR THE MANUFACTURE, INSTALLATION, UTILIZATION, REDEPLOYMENT SALE OR DISPOSAL DELIVERY OR USE OF SELLER’S GOODS OR SERVICES WILL BE LIMITED TO THE DIRECT DAMAGES BUYER ACTUALLY INCURS NOT TO EXCEED THE LESSER OF: (A) $500,000 OR (B) THE PURCHASE PRICE OF THE SOFTWARE PRODUCTAFFECTED GOODS DURING THE SIX (6) MONTH PERIOD PRECEDING THE EVENT WHICH GAVE RISE TO SUCH LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN OR IN ANY OTHER WRITING, IN NO EVENT WILL SELLER BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION, LOSS OF USE, LOSS OF PROFIT, LINE DOWN COSTS OR CLAIMS OF THIRD PARTIES), HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR OTHERWISE, INCLUDING CLAIMS ALLEGING NEGLIGENCE OR GROSS NEGLIGENCE. THESE LIMITATIONS APPLY EVEN IF BUYER’S EXCLUSIVE REMEDY FAILS OF ITS ESSENTIAL PURPOSE. By accepting delivery of the goods ordered, Xxxxx agrees that it indemnifies and holds harmless Seller from and against all claims, loss, damage and liability, including without limitation for personal injury, property damage or commercial loss of whatever kind, directly or indirectly arising from or relating to the hazards inherent in Buyer’s facilities or activities. Xxxxx assumes the risk and agrees to indemnify Seller against and hold Seller harmless from all liability relating to (i) assessing the suitability for Buyer’s intended use of the goods and of any system design or drawing and (ii) determining the compliance of Buyer’s use of the goods with applicable laws, regulations, codes and standards. Buyer retains and accepts full responsibility for all warranty and other claims relating to, or arising from, Buyer’s products which include or incorporate goods or components manufactured or supplied by Seller. Buyer is solely responsible for any and all representations and warranties regarding the products made or authorised by Xxxxx. Buyer will indemnify Seller and hold Seller harmless from any liability, claims, loss, cost or expenses (including reasonable legal fees) attributable to Buyer’s products or representations or warranties concerning same. Neither Party shall have any indemnity obligation, whether by express or implied contract or implied by law, except as stated in Sections 20 and 21. Notwithstanding anything to the contrary in the Contract, nothing in the Contract limits any liability which cannot legally be limited, including liability for a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession; and (d) breach of section 2 of the Consumer Protection Act 1987.

LIMITATION OF LIABILITY AND INDEMNITY. In no event shall AI or its suppliers be liable in any way for indirectNOTWITHSTANDING ANY OTHER PROVISION HEREIN OR IN ANY OTHER DOCUMENT OR COMMUNICATION, special, consequential, or incidental damages or loss of any kind (including without limitation, lost profits, liability or injury to third persons, loss of data, cost of cover, whether foreseeable or not, regardless of whether AI or its suppliers have been advised of the possibility of such damagesA) arising as a result of licensee’s use or inability to use the Software. You acknowledge that the license fee reflects the allocation of risks between us. AI SHALL HAVE NO RESPONSIBILITY SELLER’S LIABILITY AND OBLIGATIONS WITH RESPECT TO ANY CLAIM(S) RESULTING OR LIABILITY WHATSOEVER ARISING FROM LOSS OR THEFT OF THE SOFTWARE PRODUCT OR OF ANY COPY PROTECTION DEVICE/CODE WITH WHICH THE SOFTWARE PRODUCT IS SUPPLIED. SPECIFICALLY, AI SHALL NOT BE OBLIGATED TO REPLACE ANY LOST OR STOLEN SOFTWARE PRODUCT OR COPY PROTECTION DEVICE/CODE. YOU ARE SOLELY RESPONSIBLE FOR SAFEGUARDING THE SOFTWARE PRODUCT AND ANY COPY PROTECTION DEVICE/CODE FROM LOSS OR THEFT AND PROTECTING YOUR INVESTMENT THROUGH INSURANCE OR OTHERWISE. LICENSEE AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND AI AND ITS SUPPLIERS FROM ANY COST, LOSS, LIABILITY, OR EXPENSE, INCLUDING COURT COSTS AND REASONABLE FEES FOR ATTORNEYS OR OTHER PROFESSIONALS, ARISING OUT OF, OR RESULTING FROM, ANY CLAIM OR DEMAND BROUGHT AGAINST AI, ITS SUPPLIERS OR ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR AGENTS BY THE LICENSEE OR A THIRD PARTY ARISING FROM OR RELATING TO THIS AGREEMENT,WHETHER IN CONJUNCTION WITH CONTRACT, STRICT LIABILITY, TORT OR OTHERWISE, AND EVEN IF BUYER’S EXCLUSIVE REMEDY FAILS OF ITS ESSENTIAL PURPOSE, SHALL IN NO EVENT EXCEED IN THE AGGREGATE THE TOTAL PURCHASE PRICE RECEIVED BY SELLER FOR THE PRODUCTS (OR, IN THE CASE OF OBLIGATIONS ARISING FROM OR RELATING TO PARTICULAR PRODUCTS OR SERVICES RENDERED IN CONNECTION HEREWITH, THE PURCHASE PRICE OF SUCH PRODUCTS OR AMOUNT RECEIVED BY SELLER FOR SUCH SERVICES, RESPECTIVELY), AND (B) SELLER SHALL IN NO EVENT BE LIABLE TO BUYER OR ANY PROCUREMENTOTHER PERSON OR ENTITY, INSTALLATIONWHETHER IN CONTRACT, UTILIZATIONSTRICT LIABILITY, REDEPLOYMENT TORT OR DISPOSAL OTHERWISE, FOR SPECIAL, CONSEQUENTIAL INDIRECT OR INCIDENTAL DAMAGES OF THE SOFTWARE PRODUCTANY KIND WHATSOEVER, OR CLAIMS OF ANY THIRD PARTIES. By accepting delivery of the Products ordered, Xxxxx agrees that it indemnifies and holds harmless Seller from and against all claims, loss, damage and liability, including without limitation for personal injury, property damage or commercial loss of whatever kind, directly or indirectly arising from or relating to the hazards inherent in Buyer’s facilities or activities.

LIMITATION OF LIABILITY AND INDEMNITY. In no event shall AI or its suppliers be liable in any way for indirect, special, consequential, or incidental damages or loss of any kind (including without limitation, lost profits, liability or injury to third persons, loss of data, cost of cover, whether foreseeable or not, regardless of whether AI or its suppliers have been advised of the possibility of such damages) arising as a result of licensee’s use or inability to use the Software. You acknowledge that the license fee reflects the allocation of risks between us. AI SHALL HAVE NO RESPONSIBILITY OR THE UTILITIES' TOTAL LIABILITY WHATSOEVER ARISING FROM LOSS OR THEFT OF THE SOFTWARE PRODUCT OR TO CONTRACTOR FOR ALL CLAIMS OF ANY COPY PROTECTION DEVICE/CODE WITH WHICH THE SOFTWARE PRODUCT IS SUPPLIED. SPECIFICALLYKIND, AI SHALL NOT BE OBLIGATED TO REPLACE ANY LOST OR STOLEN SOFTWARE PRODUCT OR COPY PROTECTION DEVICE/CODE. YOU ARE SOLELY RESPONSIBLE FOR SAFEGUARDING THE SOFTWARE PRODUCT AND ANY COPY PROTECTION DEVICE/CODE FROM LOSS OR THEFT AND PROTECTING YOUR INVESTMENT THROUGH INSURANCE OR OTHERWISE. LICENSEE AGREES TO INDEMNIFYWHETHER BASED UPON CONTRACT, HOLD HARMLESSTORT (INCLUDING NEGLIGENCE), AND DEFEND AI AND ITS SUPPLIERS FROM ANY COSTWARRANTY, LOSS, STRICT LIABILITY, OR EXPENSEOTHERWISE, INCLUDING COURT COSTS AND REASONABLE FEES FOR ATTORNEYS OR OTHER PROFESSIONALS, ANY LOSSES (AS DEFINED ABOVE) ARISING OUT OF, OR RELATING TO, RESULTING FROM, ANY CLAIM OR DEMAND BROUGHT AGAINST AIIN CONNECTION WITH THE PERFORMANCE OR BREACH OF THIS CONTRACT SHALL, ITS SUPPLIERS OR ITS AFFILIATESUNDER NO CIRCUMSTANCES, EXCEED THE CONTRACT PRICE, AS MAY BE AMENDED BY AGREED-UPON PRICE FOR EXTRA WORK AUTHORIZED BY WRITTEN CHANGE ORDER. THE UTILITIES, THEIR RESPECTIVE AFFILIATES AND REPRESENTATIVES, OFFICERS, DIRECTORS, EMPLOYEESEMPLOYEES AND SUBCONTRACTORS SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR AGENTS BY CONSEQUENTIAL LOSSES (AS DEFINED ABOVE) INCLUDING, BUT NOT LIMITED TO, DAMAGES RELATED TO SAFETY, HEALTH OR WELL-BEING, LOST OR REDUCED PROFITS, REVENUES, EFFICIENCY, PRODUCTIVITY, BONDING CAPACITY, OR BUSINESS OPPORTUNITIES, OR INCREASED OR EXTENDED OVERHEAD, OPERATING, MAINTENANCE, OR DEPRECIATION COSTS AND EXPENSES. TO THE LICENSEE EXTENT THAT THIS CONTRACT INCLUDES LIQUIDATED DAMAGES, THE LIMITATION OF LIABILITY SHALL NOT APPLY TO THE LIQUIDATED DAMAGES SPECIFIED THEREIN AND THE PAYMENT OF LIQUIDATED DAMAGES SHALL NOT EXCUSE CONTRACTOR’S FAILURE TO PERFORM OR A THIRD PARTY ARISING FROM BREACH OF THIS CONTRACT. CONTRACTOR ACKNOWLEDGES THAT: (i) THE UTILITIES WILL SUFFER SIGNIFICANT DAMAGES AND SUBSTANTIAL FINANCIAL LOSS IF THE SCHEDULE GUARANTEES OR PERFORMANCE GUARANTEES, TO THE EXTENT APPLICABLE, ARE NOT MET AND SUCH DAMAGES AND FINANCIAL LOSSES WOULD BE VERY DIFFICULT TO CALCULATE; AND (ii) THE LIQUIDATED DAMAGES SPECIFIED IN CONJUNCTION WITH ANY PROCUREMENTTHE CONTRACT ARE FAIR AND REASONABLE, INSTALLATIONIN LIEU OF ACTUAL DAMAGES, UTILIZATIONARE NOT PENALTIES, REDEPLOYMENT OR DISPOSAL AND REFLECT THE PARTIES’ GOOD FAITH ASSESSMENT AND ESTIMATE OF THE SOFTWARE PRODUCTDAMAGES AND FINANCIAL LOSSES REFERRED TO ABOVE. THE LIQUIDATED DAMAGES SPECIFIED HEREIN ARE THE UTILITIES’ EXCLUSIVE FINANCIAL REMEDY FOR FAILURE TO ACHIEVE SCHEDULE OR PERFORMANCE GUARANTEES, BUT DO NOT PREVENT THE UTILITIES FROM EXERCISING ITS OTHER RIGHTS AND REMEDIES UNDER THE CONTRACT INCLUDING THE UTILITIES’ RIGHTS IN THE EVENT OF TERMINATION. To the fullest extent permitted by law or regulation, Contractor shall defend, indemnify and hold harmless each of the [Utilities] and any subsidiaries or affiliates thereof, their respective directors, officers, employees, agents, representatives and program implementers (“Indemnitees”) from and against any and all liabilities, losses, claims, damages, fines, penalties, costs, expenses (including reasonable attorney's fees), demands and causes of actions of every kind or character (“Losses”) arising, or alleged to have arisen, out of any claims (just or unjust) relating to: personal injury, including death to any employee or other person; damage or injury to property, including loss of use; or a breach or incident to the performance of this Contract and/or the acts or omissions of the Contractor, its employees and/or subcontractors. Notwithstanding the foregoing, Contractor’s obligations under this section shall not extend to Losses that are the direct result of a fully adjudicated finding of negligence or intentional misconduct of an Indemnitee.

LIMITATION OF LIABILITY AND INDEMNITY. In no event shall AI or its suppliers be liable in any way for indirectNOT WITHSTANDING ANY OTHER PROVISION HEREIN OR IN ANY OTHER DOCUMENT OR COMMUNICATION, special, consequential, or incidental damages or loss of any kind (including without limitation, lost profits, liability or injury to third persons, loss of data, cost of cover, whether foreseeable or not, regardless of whether AI or its suppliers have been advised of the possibility of such damagesA) arising as a result of licensee’s use or inability to use the Software. You acknowledge that the license fee reflects the allocation of risks between us. AI SHALL HAVE NO RESPONSIBILITY SELLER’S LIABILITY AND OBLIGATIONS WITH RESPECT TO ANY CLAIM(S) RESULTING OR LIABILITY WHATSOEVER ARISING FROM LOSS OR THEFT OF THE SOFTWARE PRODUCT OR OF ANY COPY PROTECTION DEVICE/CODE WITH WHICH THE SOFTWARE PRODUCT IS SUPPLIED. SPECIFICALLY, AI SHALL NOT BE OBLIGATED TO REPLACE ANY LOST OR STOLEN SOFTWARE PRODUCT OR COPY PROTECTION DEVICE/CODE. YOU ARE SOLELY RESPONSIBLE FOR SAFEGUARDING THE SOFTWARE PRODUCT AND ANY COPY PROTECTION DEVICE/CODE FROM LOSS OR THEFT AND PROTECTING YOUR INVESTMENT THROUGH INSURANCE OR OTHERWISE. LICENSEE AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND AI AND ITS SUPPLIERS FROM ANY COST, LOSS, LIABILITY, OR EXPENSE, INCLUDING COURT COSTS AND REASONABLE FEES FOR ATTORNEYS OR OTHER PROFESSIONALS, ARISING OUT OF, OR RESULTING FROM, ANY CLAIM OR DEMAND BROUGHT AGAINST AI, ITS SUPPLIERS OR ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR AGENTS BY THE LICENSEE OR A THIRD PARTY ARISING FROM OR RELATING TO THIS AGREEMENT, WHETHER IN CONJUNCTION WITH CONTRACT, STRICT LIABILITY, TORT OR OTHERWISE, AND EVEN IF BUYERS EXCLUSIVE REMEDY FAILS OF ITS ESSENTIAL PURPOSE, SHALL IN NO EVENT EXCEED IN THE AGGREGATE THE TOTAL PURCHASE PRICE RECEIVED BY SELLER FOR THE PRODUCTS (OR, IN THE CASE OF OBLIGATIONS ARISING FROM OR RELATING TO PARTICULAR PRODUCTS OR SERVICES RENDERED IN CONNECTION HEREWITH, THE PURCHASE PRICE OF SUCH PRODUCTS OR AMOUNT RECEIVED BY SELLER FOR SUCH SERVICES, RESPECTIVLY), AND (B) SELLER SHALL IN NO EVENT BE LIABLE TO BUYER OR ANY PROCUREMENTOTHER PERSON OR ENTITY, INSTALLATIONWHETHER IN CONTRACT, UTILIZATIONSTRICT LIABILITY, REDEPLOYMENT TORT OR DISPOSAL OTHERWISE, FOR SPECIAL, CONSEQUENTIAL INDIRECT OR INCIDENTAL DAMAGES OF THE SOFTWARE PRODUCTANY KIND WHATSOEVER, OR CLAIMS OF ANY THIRD PARTIES. By accepting delivery of the Products ordered, Xxxxx agrees that it indemnifies and holds harmless Seller from and against all claims, loss, damage and liability, including without limitation for personal injury, property damage or commercial loss of whatever kind, directly or indirectly arising from or relating to the hazards inherent in Buyer’s facilities or activities.

LIMITATION OF LIABILITY AND INDEMNITY. In no event 00.0. XX NO EVENT WILL JSI BE LIABLE FOR ANY LOST PROFITS OR BUSINESS OPPORTUNITIES, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, OR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND PRODUCT LIABILITY), OR OTHERWISE. 15.2. JSI'S LIABILITY UNDER THIS AGREEMENT WILL NOT, IN ANY EVENT, EXCEED THE FEES, IF ANY, PAID BY YOU TO JSI UNDER THIS AGREEMENT. THE FOREGOING LIMITATIONS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REGARDLESS OF WHETHER JSI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. 00.0. Xxx shall AI or its suppliers be liable in any way for indirectindemnify and hold harmless JSI and its, specialmanagers, consequentialemployees and agents from and against liabilities, or incidental damages or loss of any kind costs, losses, damages, judgments, expenses (including attorneys' fees and costs of experts and costs of appeals) arising out of or in connection with any and all of the following: (a) any allegation that any of the Applications, Brand Features and Marks or Customer Content infringe, misappropriate or violate any intellectual property right, (b) any actions taken by the Customer’s clients and users of the Customer’s hosted applications, (c) any violation of this Terms Service Agreement, including, without limitation, lost profitsany breach of any representations or warranties contained herein, liability (d) your provision or injury to third personsdistribution of any Customer Content, loss (e) your use of data, cost of cover, whether foreseeable any JSI Software or not, regardless of whether AI or its suppliers have been advised receipt of the possibility Hosted Services, (f) any activity relating to your account, (g) any violation of such damagesa third party app store's contracts, policies or procedures; or (h) arising as a result any failure of licensee’s You to have all necessary rights and licenses for content you enter, or have JSI enter for you, into the Hosted Services, (i) any allegations or action relating to the accuracy or fitness for use of content within the Hosted Services including content developed by the customer including their employees or inability to use the Software. You acknowledge that the license fee reflects the allocation of risks between us. AI SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER ARISING FROM LOSS OR THEFT OF THE SOFTWARE PRODUCT OR OF ANY COPY PROTECTION DEVICE/CODE WITH WHICH THE SOFTWARE PRODUCT IS SUPPLIED. SPECIFICALLYagents, AI SHALL NOT BE OBLIGATED TO REPLACE ANY LOST OR STOLEN SOFTWARE PRODUCT OR COPY PROTECTION DEVICE/CODE. YOU ARE SOLELY RESPONSIBLE FOR SAFEGUARDING THE SOFTWARE PRODUCT AND ANY COPY PROTECTION DEVICE/CODE FROM LOSS OR THEFT AND PROTECTING YOUR INVESTMENT THROUGH INSURANCE OR OTHERWISE. LICENSEE AGREES TO INDEMNIFYcontent developed by other third parties, HOLD HARMLESS, AND DEFEND AI AND ITS SUPPLIERS FROM ANY COST, LOSS, LIABILITY, OR EXPENSE, INCLUDING COURT COSTS AND REASONABLE FEES FOR ATTORNEYS OR OTHER PROFESSIONALS, ARISING OUT OF, OR RESULTING FROM, ANY CLAIM OR DEMAND BROUGHT AGAINST AI, ITS SUPPLIERS OR ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR AGENTS BY THE LICENSEE OR A THIRD PARTY ARISING FROM OR IN CONJUNCTION WITH ANY PROCUREMENT, INSTALLATION, UTILIZATION, REDEPLOYMENT OR DISPOSAL OF THE SOFTWARE PRODUCTor content developed by JSI.

LIMITATION OF LIABILITY AND INDEMNITY. In no event shall AI or its suppliers be liable in any way for indirectTO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, specialTHE ENTIRE LIABILITY OF HOMETRAC, consequentialITS AFFILIATES AND SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, or incidental damages or loss of any kind HOMETRAC, ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (including without limitationA) INDIRECT, lost profitsSPECIAL, liability or injury to third personsINCIDENTAL, loss of dataPUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, cost of coverTHE INTERNET, whether foreseeable or notELECTRONIC COMMUNICATIONS, regardless of whether AI or its suppliers have been advised of the possibility of such damages) arising as a result of licensee’s use or inability to use the Software. You acknowledge that the license fee reflects the allocation of risks between us. AI SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER ARISING FROM CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET HOMETRAC SYSTEMS REQUIREMENTS. THE SOFTWARE PRODUCT OR ABOVE LIMITATIONS APPLY EVEN IF HOMETRAC AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF ANY COPY PROTECTION DEVICE/CODE THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF HOMETRAC, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH WHICH RESPECT TO THE SOFTWARE PRODUCT IS SUPPLIEDSERVICES AND ITS USE. SPECIFICALLYYou agree to indemnify and hold HomeTrac and its Affiliates and Suppliers harmless from any and all claims, AI liability and expenses, including reasonable attorneys' fees and costs, arising out of your use of the Services or breach of this Agreement (collectively referred to as "Claims") or infringement by any other user of your account, of any intellectual property or other right of anyone. HomeTrac reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by HomeTrac in the defense of any Claims. HOMETRAC SHALL NOT BE OBLIGATED LIABLE FOR ANY DEFAULT OR DELAY IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT TO REPLACE ANY LOST THE EXTENT ITS PERFORMANCE IS DELAYED OR STOLEN SOFTWARE PRODUCT PREVENTED DUE TO CAUSES BEYOND ITS REASONABLE CONTROL, SUCH AS ACTS OF GOD, NATURAL DISASTERS, TERRORIST ACTS, WAR OR COPY PROTECTION DEVICE/CODE. YOU ARE SOLELY RESPONSIBLE FOR SAFEGUARDING OTHER HOSTILITIES, LABOR DISPUTES, CIVIL DISTURBANCES, THE SOFTWARE PRODUCT AND ANY COPY PROTECTION DEVICE/CODE FROM LOSS ACTIONS OR THEFT AND PROTECTING YOUR INVESTMENT THROUGH INSURANCE OMISSIONS OF THIRD PARTIES, ELECTRICAL OR OTHERWISE. LICENSEE AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND AI AND ITS SUPPLIERS FROM ANY COST, LOSS, LIABILITYCOMMUNICATION SYSTEM FAILURES, OR EXPENSE, INCLUDING COURT COSTS AND REASONABLE FEES FOR ATTORNEYS OR OTHER PROFESSIONALS, ARISING OUT OF, OR RESULTING FROM, ANY CLAIM OR DEMAND BROUGHT AGAINST AI, ITS SUPPLIERS OR ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR AGENTS BY THE LICENSEE OR A THIRD PARTY ARISING FROM OR IN CONJUNCTION WITH ANY PROCUREMENT, INSTALLATION, UTILIZATION, REDEPLOYMENT OR DISPOSAL OF THE SOFTWARE PRODUCTGOVERNMENTAL ACTION.

LIMITATION OF LIABILITY AND INDEMNITY. In no event shall AI or its suppliers be liable in any way for indirectNOTWITHSTANDING ANY OTHER PROVISION HEREIN OR IN ANY OTHER DOCUMENT OR COMMUNICATION, special, consequential, or incidental damages or loss of any kind (including without limitation, lost profits, liability or injury to third persons, loss of data, cost of cover, whether foreseeable or not, regardless of whether AI or its suppliers have been advised of the possibility of such damagesA) arising as a result of licensee’s use or inability to use the Software. You acknowledge that the license fee reflects the allocation of risks between us. AI SHALL HAVE NO RESPONSIBILITY SELLER’S LIABILITY AND OBLIGATIONS WITH RESPECT TO ANY CLAIM(S) RESULTING OR LIABILITY WHATSOEVER ARISING FROM LOSS OR THEFT OF THE SOFTWARE PRODUCT OR OF ANY COPY PROTECTION DEVICE/CODE WITH WHICH THE SOFTWARE PRODUCT IS SUPPLIED. SPECIFICALLY, AI SHALL NOT BE OBLIGATED TO REPLACE ANY LOST OR STOLEN SOFTWARE PRODUCT OR COPY PROTECTION DEVICE/CODE. YOU ARE SOLELY RESPONSIBLE FOR SAFEGUARDING THE SOFTWARE PRODUCT AND ANY COPY PROTECTION DEVICE/CODE FROM LOSS OR THEFT AND PROTECTING YOUR INVESTMENT THROUGH INSURANCE OR OTHERWISE. LICENSEE AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND AI AND ITS SUPPLIERS FROM ANY COST, LOSS, LIABILITY, OR EXPENSE, INCLUDING COURT COSTS AND REASONABLE FEES FOR ATTORNEYS OR OTHER PROFESSIONALS, ARISING OUT OF, OR RESULTING FROM, ANY CLAIM OR DEMAND BROUGHT AGAINST AI, ITS SUPPLIERS OR ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR AGENTS BY THE LICENSEE OR A THIRD PARTY ARISING FROM OR RELATING TO THIS AGREEMENT, WHETHER IN CONJUNCTION WITH CONTRACT, STRICT LIABILITY, TORT OR OTHERWISE, AND EVEN IF BUYER’S EXCLUSIVE REMEDY FAILS OF ITS ESSENTIAL PURPOSE, SHALL IN NO EVENT EXCEED IN THE AGGREGATE THE TOTAL PURCHASE PRICE RECEIVED BY SELLER FOR THE PRODUCTS (OR, IN THE CASE OF OBLIGATIONS ARISING FROM OR RELATING TO PARTICULAR PRODUCTS OR SERVICES RENDERED IN CONNECTION HEREWITH, THE PURCHASE PRICE OF SUCH PRODUCTS OR AMOUNT RECEIVED BY SELLER FOR SUCH SERVICES, RESPECTIVELY), AND (B) SELLER SHALL IN NO EVENT BE LIABLE TO BUYER OR ANY PROCUREMENTOTHER PERSON OR ENTITY, INSTALLATIONWHETHER IN CONTRACT, UTILIZATIONSTRICT LIABILITY, REDEPLOYMENT TORT OR DISPOSAL OTHERWISE, FOR SPECIAL, CONSEQUENTIAL INDIRECT OR INCIDENTAL DAMAGES OF THE SOFTWARE PRODUCTANY KIND WHATSOEVER, OR CLAIMS OF ANY THIRD PARTIES. By accepting delivery of the Products ordered, Buyer agrees that it indemnifies and holds harmless Seller from and against all claims, loss, damage and liability, including without limitation for personal injury,property damage or commercial loss of whatever kind, directly or indirectly arising from or relating to the hazards inherent in Buyer’s facilities or activities.

LIMITATION OF LIABILITY AND INDEMNITY. In no event shall AI or its suppliers be liable in any way for indirectTO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, specialTHE ENTIRE LIABILITY OF ALLIED TIME USA, consequentialINC, or incidental damages or loss of any kind ITS AFFILIATES AND SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE TWELVE (including without limitation12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, lost profitsALLIED TIME USA, liability or injury to third personsINC, loss of dataITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, cost of coverSPECIAL, whether foreseeable or notINCIDENTAL, regardless of whether AI or its suppliers have been advised of the possibility of such damagesEXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) arising as a result of licensee’s use or inability to use the Software. You acknowledge that the license fee reflects the allocation of risks between us. AI SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER ARISING FROM DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET OUR SYSTEMS REQUIREMENTS. THE SOFTWARE PRODUCT OR OF ANY COPY PROTECTION DEVICE/CODE WITH WHICH THE SOFTWARE PRODUCT IS SUPPLIEDABOVE LIMITATIONS APPLY EVEN IF ALLIED TIME USA, INC. SPECIFICALLY, AI SHALL NOT BE OBLIGATED TO REPLACE ANY LOST OR STOLEN SOFTWARE PRODUCT OR COPY PROTECTION DEVICE/CODE. YOU ARE SOLELY RESPONSIBLE FOR SAFEGUARDING THE SOFTWARE PRODUCT AND ANY COPY PROTECTION DEVICE/CODE FROM LOSS OR THEFT AND PROTECTING YOUR INVESTMENT THROUGH INSURANCE OR OTHERWISE. LICENSEE AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND AI AND ITS AFFILIATES AND SUPPLIERS FROM ANY COSTHAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF ALLIED TIME USA, LOSS, LIABILITY, OR EXPENSE, INCLUDING COURT COSTS AND REASONABLE FEES FOR ATTORNEYS OR OTHER PROFESSIONALS, ARISING OUT OF, OR RESULTING FROM, ANY CLAIM OR DEMAND BROUGHT AGAINST AIINC, ITS SUPPLIERS OR AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ITS AFFILIATESUSE. You agree to indemnify and hold Allied Time USA, DIRECTORSInc. and its Affiliates and Suppliers harmless from any and all claims, EMPLOYEESliability and expenses, OR AGENTS BY THE LICENSEE OR A THIRD PARTY ARISING FROM OR IN CONJUNCTION WITH ANY PROCUREMENTincluding reasonable attorneys' fees and costs, INSTALLATIONarising out of your use of the Services or breach of this Agreement (collectively referred to as "Claims"). Allied Time USA, UTILIZATIONInc. reserves the right, REDEPLOYMENT OR DISPOSAL OF THE SOFTWARE PRODUCTin its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by Allied Time USA, Inc. in the defense of any Claims.

LIMITATION OF LIABILITY AND INDEMNITY. In no event shall AI or its suppliers be liable in any way for indirect责任限制和赔偿 NOTWITHSTANDING ANY OTHER PROVISION HEREIN OR IN ANY OTHER DOCUMENT OR COMMUNICATION, special, consequential, or incidental damages or loss of any kind (including without limitation, lost profits, liability or injury to third persons, loss of data, cost of cover, whether foreseeable or not, regardless of whether AI or its suppliers have been advised of the possibility of such damagesA) arising as a result of licensee’s use or inability to use the Software. You acknowledge that the license fee reflects the allocation of risks between us. AI SHALL HAVE NO RESPONSIBILITY SELLER’S LIABILITY AND OBLIGATIONS WITH RESPECT TO ANY CLAIM(S) RESULTING OR LIABILITY WHATSOEVER ARISING FROM LOSS OR THEFT OF THE SOFTWARE PRODUCT OR OF ANY COPY PROTECTION DEVICE/CODE WITH WHICH THE SOFTWARE PRODUCT IS SUPPLIED. SPECIFICALLY, AI SHALL NOT BE OBLIGATED TO REPLACE ANY LOST OR STOLEN SOFTWARE PRODUCT OR COPY PROTECTION DEVICE/CODE. YOU ARE SOLELY RESPONSIBLE FOR SAFEGUARDING THE SOFTWARE PRODUCT AND ANY COPY PROTECTION DEVICE/CODE FROM LOSS OR THEFT AND PROTECTING YOUR INVESTMENT THROUGH INSURANCE OR OTHERWISE. LICENSEE AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND AI AND ITS SUPPLIERS FROM ANY COST, LOSS, LIABILITY, OR EXPENSE, INCLUDING COURT COSTS AND REASONABLE FEES FOR ATTORNEYS OR OTHER PROFESSIONALS, ARISING OUT OF, OR RESULTING FROM, ANY CLAIM OR DEMAND BROUGHT AGAINST AI, ITS SUPPLIERS OR ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR AGENTS BY THE LICENSEE OR A THIRD PARTY ARISING FROM OR RELATING TO THIS AGREEMENT,WHETHER IN CONJUNCTION WITH CONTRACT, STRICT LIABILITY, TORT OR OTHERWISE, AND EVEN IF BUYER’S EXCLUSIVE REMEDY FAILS OF ITS ESSENTIAL PURPOSE, SHALL IN NO EVENT EXCEED IN THE AGGREGATE THE TOTAL PURCHASE PRICE RECEIVED BY SELLER FOR THE PRODUCTS (OR, IN THE CASE OF OBLIGATIONS ARISING FROM OR RELATING TO PARTICULAR PRODUCTS OR SERVICES RENDERED IN CONNECTION HEREWITH, THE PURCHASE PRICE OF SUCH PRODUCTS OR AMOUNT RECEIVED BY SELLER FOR SUCH SERVICES, RESPECTIVELY), AND (B) SELLER SHALL IN NO EVENT BE LIABLE TO BUYER OR ANY PROCUREMENTOTHER PERSON OR ENTITY, INSTALLATIONWHETHER IN CONTRACT, UTILIZATIONSTRICT LIABILITY, REDEPLOYMENT TORT OR DISPOSAL OTHERWISE, FOR SPECIAL, CONSEQUENTIAL INDIRECT OR INCIDENTAL DAMAGES OF THE SOFTWARE PRODUCT.ANY KIND WHATSOEVER, OR CLAIMS OF ANY THIRD PARTIES. By accepting delivery of the Products ordered, Xxxxx agrees that it indemnifies and holds harmless Seller from and against all claims, loss, damage and liability, including without limitation for personal injury, property damage or commercial loss of whatever kind, directly or indirectly arising from or relating to the hazards inherent in Buyer’s facilities or activities. 尽管本协议其他条款或任何其他文件或通信有其他规定，（a）卖方对于由本协议所导致或引起的、或与本协议有关的任何索赔所承担的责任及义务，无论是违约责任、严格赔偿责任、侵权责任还是其他责任，即使是买方独有的救济方法无法对其进行救济，卖方所承担的责任及义务均不超过卖方收到的购买产品的价款的总和（或者，对于由与本协议有关的特定产品或服务所引起的或与之有关的义务，则分别不超过卖方收到的购买该等产品或服务的价款），以及（b）在任何情况下，对于任何种类的特殊、结果性、间接性或偶然性损害，或任何第三方提出的索赔，无论是基于违约责任、严格赔偿责任、侵权责任还是其他责任，卖方均不向买方或任何第三人或实体承担责任。买方同意，其接受订购的产品后，对于直接或间接由其设施或活动内在的危险所引起的或与之有关的所有索赔、损失、损害和责任，包括但不限于任何种类的人身伤害、财产损失或商业损失，买方均向卖方作出赔偿，使卖方免受损害。

LIMITATION OF LIABILITY AND INDEMNITY. In no event shall AI or its suppliers be liable in any way for indirectTO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, specialAND NOTWITHSTANDING ANYTHING ELSE IN THESE TERMS OR THE SERVICES AGREEMENT(S) TO THE CONTRARY. THE ENTIRE LIABILITY OF AMAZONATION, consequentialITS AFFILIATES AND SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS (A) INDIRECT, or incidental damages or loss of any kind SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES; (including without limitationB) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, lost profitsTHE INTERNET, liability or injury to third personsELECTRONIC COMMUNICATIONS, loss of dataCORRUPTION, cost of coverSECURITY, whether foreseeable or not, regardless of whether AI or its suppliers have been advised of the possibility of such damages) arising as a result of licensee’s use or inability to use the Software. You acknowledge that the license fee reflects the allocation of risks between us. AI SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER ARISING FROM LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET AMAZONATION SYSTEMS REQUIREMENTS. THE SOFTWARE PRODUCT OR OF ANY COPY PROTECTION DEVICE/CODE WITH WHICH THE SOFTWARE PRODUCT IS SUPPLIED. SPECIFICALLY, AI SHALL NOT BE OBLIGATED TO REPLACE ANY LOST OR STOLEN SOFTWARE PRODUCT OR COPY PROTECTION DEVICE/CODE. YOU ARE SOLELY RESPONSIBLE FOR SAFEGUARDING THE SOFTWARE PRODUCT AND ANY COPY PROTECTION DEVICE/CODE FROM LOSS OR THEFT AND PROTECTING YOUR INVESTMENT THROUGH INSURANCE OR OTHERWISE. LICENSEE AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND AI ABOVE LIMITATIONS APPLY EVEN IF AMAZONATION AND ITS AFFILIATES AND SUPPLIERS FROM ANY COST, LOSS, LIABILITY, OR EXPENSE, INCLUDING COURT COSTS AND REASONABLE FEES FOR ATTORNEYS OR OTHER PROFESSIONALS, ARISING OUT OF, OR RESULTING FROM, ANY CLAIM OR DEMAND BROUGHT AGAINST AIHAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF AMAZONATION, ITS SUPPLIERS OR AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ITS AFFILIATESUSE. You agree to indemnify and hold AMAZONATION and its Affiliates and Suppliers harmless from any and all claims, DIRECTORSliability and expenses, EMPLOYEESincluding reasonable attorneys' fees and costs, OR AGENTS BY THE LICENSEE OR A THIRD PARTY ARISING FROM OR IN CONJUNCTION WITH ANY PROCUREMENTarising out of your use of the Services or breach of this Agreement (collectively referred to as "Claims"). AMAZONATION reserves the right, INSTALLATIONin its sole discretion and at its own expense, UTILIZATION, REDEPLOYMENT OR DISPOSAL OF THE SOFTWARE PRODUCTto assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by AMAZONATION in the defense of any Claims.

LIMITATION OF LIABILITY AND INDEMNITY. In no event shall AI or its suppliers be liable in any way for indirectTO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, specialTHE ENTIRE LIABILITY OF INDIGO OLIVE SOFTWARE INC, consequentialAND ITS AFFILIATES AND SUPPLIERS FOR ALL MATTERS OR CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SOFTWARE DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM AND NOT SUBJECT TO LIVEQR OR OTHER CODES PRODUCED. SUBJECT TO APPLICABLE LAW, or incidental damages or loss of any kind INDIGO OLIVE SOFTWARE INC AND ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (including without limitationA) INDIRECT, lost profitsSPECIAL, liability or injury to third personsINCIDENTAL, loss of dataPUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, cost of coverTHE INTERNET, whether foreseeable or notELECTRONIC COMMUNICATIONS, regardless of whether AI or its suppliers have been advised of the possibility of such damages) arising as a result of licensee’s use or inability to use the Software. You acknowledge that the license fee reflects the allocation of risks between us. AI SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER ARISING FROM CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET INDIGO OLIVE SOFTWARE INC SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF INDIGO OLIVE SOFTWARE INC AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF INDIGO OLIVE SOFTWARE INC, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SOFTWARE PRODUCT OR OF ANY COPY PROTECTION DEVICE/CODE WITH WHICH THE SOFTWARE PRODUCT IS SUPPLIED. SPECIFICALLY, AI SHALL NOT BE OBLIGATED TO REPLACE ANY LOST OR STOLEN SOFTWARE PRODUCT OR COPY PROTECTION DEVICE/CODE. YOU ARE SOLELY RESPONSIBLE FOR SAFEGUARDING THE SOFTWARE PRODUCT AND ANY COPY PROTECTION DEVICE/CODE FROM LOSS OR THEFT AND PROTECTING YOUR INVESTMENT THROUGH INSURANCE OR OTHERWISE. LICENSEE AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND AI AND ITS SUPPLIERS FROM ANY COSTUSE. You agree to indemnify and hold Indigo Olive Software, LOSSInc and its Affiliates and Suppliers harmless from any and all claims, LIABILITYliability and expenses, OR EXPENSEincluding reasonable attorneys’ fees and costs, INCLUDING COURT COSTS AND REASONABLE FEES FOR ATTORNEYS OR OTHER PROFESSIONALSarising out of your use of the Software or breach of this Agreement (collectively referred to as “Claims”). Indigo Olive Software, ARISING OUT OFInc reserves the right, OR RESULTING FROMin its sole discretion and at its own expense, ANY CLAIM OR DEMAND BROUGHT AGAINST AIto assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by Indigo Olive Software, ITS SUPPLIERS OR ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR AGENTS BY THE LICENSEE OR A THIRD PARTY ARISING FROM OR IN CONJUNCTION WITH ANY PROCUREMENT, INSTALLATION, UTILIZATION, REDEPLOYMENT OR DISPOSAL OF THE SOFTWARE PRODUCTInc in the defense of any Claims.

LIMITATION OF LIABILITY AND INDEMNITY. Use of the FieldView Services and Climate Generated Works is at your sole risk. In no event shall AI or Climate’s total liability to you for any damages (other than as may be required by applicable law in cases involving personal injury) in excess of the amount you actually paid to Climate for such FieldView Services during the 12 months prior to the date on which the relevant claim arises. The foregoing limitations will apply even if the above stated remedy fails of its suppliers be liable in essential purpose. You agree to indemnify, defend, and hold harmless Climate and its Affiliates, and each of their respective employees, officers, directors, shareholders, agents, successors, licensors and subcontractors, from and against any way for indirectclaim, specialliability, consequentialdamage, loss, or incidental damages expense, including reasonable attorneys’ fees, arising out of or loss connected with: i) your use of, the FieldView Services, Climate Software, Climate Equipment, or Climate Generated Works; ii) your violation of any kind (including without limitationportion of this Agreement; and iii) any dispute or issue between you and any third party. TO THE MAXIMUM EXTENT PERMITTED BY LAW, lost profitsCLIMATE, liability or injury to third persons, loss of data, cost of cover, whether foreseeable or not, regardless of whether AI or its suppliers have been advised of the possibility of such damages) arising as a result of licensee’s use or inability to use the Software. You acknowledge that the license fee reflects the allocation of risks between us. AI SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER ARISING FROM LOSS OR THEFT OF THE SOFTWARE PRODUCT OR OF ANY COPY PROTECTION DEVICE/CODE WITH WHICH THE SOFTWARE PRODUCT IS SUPPLIED. SPECIFICALLY, AI SHALL NOT BE OBLIGATED TO REPLACE ANY LOST OR STOLEN SOFTWARE PRODUCT OR COPY PROTECTION DEVICE/CODE. YOU ARE SOLELY RESPONSIBLE FOR SAFEGUARDING THE SOFTWARE PRODUCT AND ANY COPY PROTECTION DEVICE/CODE FROM LOSS OR THEFT AND PROTECTING YOUR INVESTMENT THROUGH INSURANCE OR OTHERWISE. LICENSEE AGREES TO INDEMNIFY, HOLD HARMLESSITS AFFILIATES, AND DEFEND AI AND ITS SUPPLIERS FROM ANY COSTTHEIR RESPECTIVE SHAREHOLDERS, LOSS, LIABILITY, OR EXPENSE, INCLUDING COURT COSTS AND REASONABLE FEES FOR ATTORNEYS OR OTHER PROFESSIONALS, ARISING OUT OF, OR RESULTING FROM, ANY CLAIM OR DEMAND BROUGHT AGAINST AI, ITS SUPPLIERS OR ITS AFFILIATESOFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AGENTS BY SUBCONTRACTORS SHALL NOT BE LIABLE FOR PERSONAL INJURY OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR YOUR USE OF OR INABILITY TO USE THE LICENSEE OR A THIRD PARTY ARISING FROM OR IN CONJUNCTION WITH ANY PROCUREMENTFIELDVIEW SERVICES, INSTALLATIONHOWEVER CAUSED, UTILIZATION, REDEPLOYMENT OR DISPOSAL REGARDLESS OF THE SOFTWARE PRODUCTTHEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU.