Common use of Limitation of Liability EXCEPT Clause in Contracts

Limitation of Liability EXCEPT. FOR DS’S LIABILITY UNDER SECTION 5.2 HEREOF, DS’S MAXIMUM LIABILITY FOR DAMAGES SHALL NOT EXCEED THE AMOUNT OF FEES ACTUALLY PAID BY CUSTOMER FOR THE LICENSED PROGRAM OR THE ONLINE SERVICES WHICH CAUSED THE DAMAGES IN THE PRECEDING TWELVE (12) MONTH-PERIOD PRIOR TO THE OCCURRENCE OF THE CAUSE OF ACTION GIVING RISE TO THE CLAIM. DS SHALL HAVE NO LIABILITY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION CLAIMS FOR LOST PROFITS, BUSINESS INTERRUPTION AND LOSS OF DATA, THAT IN ANY WAY RELATE TO THIS AGREEMENT, ANY DS OFFERING, DOCUMENTATION OR SERVICES, WHETHER OR NOT DS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY. THE LIMITATIONS STATED IN THIS SECTION SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER THE ASSERTED LIABILITY OR DAMAGES ARE BASED ON CONTRACT (INCLUDING, BUT NOT LIMITED TO, BREACH OF WARRANTY), TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL OR EQUITABLE THEORY. Customer waives any and all claims related to this Agreement or any DS Offerings or Documentation or services provided hereunder, for any direct, indirect, incidental or consequential damages, on any basis, against any DS licensors or any DS Group Company other than DS. Any legal action against DS must be filed with the appropriate judicial jurisdiction within two (2) years after the applicable cause of action has arisen. 8. Distributors For any DS Offering which Customer obtains through a Distributor, Customer agrees that Distributor is responsible for pricing, payment collection and delivery of any orders it accepts. DS remains independent from the Distributor and is not responsible for the Distributor’s actions or omissions. 9.

Limitation of Liability EXCEPT. AS MAY BE DESCRIBED IN AN APPLICABLE SERVICE DESCRIPT ION OR IN A SERVICE AGREEMENT FOR DS’S PROJECT SERVICES, PROVIDER’ LIABILITY UNDER SECTION 5.2 HEREOFTHIS AGREEMENT IS LIMITED TO ANY ACTUAL, DS’S MAXIMUM LIABILITY FOR DIRECT DAMAGES SHALL INCURRED BY CLIENT AND WILL NOT EXCEED THE AMOUNT GREATER OF FEES ACTUALLY (1) THE PROCEEDS OF ANY PROVIDER’S PROFESSIONAL LIABILITY INSURANCE MAINTAINED BY PROVIDER UNDER ITS APPLICABLE INSURANCE POLICIES, TOGETHER WITH ANY SELF-INSURED RETENTION AMOUNTS IN CONNECTION WITH THOSE POLICIES, OR (2) THE AMOUNTS PAID BY CUSTOMER FOR CLIENT TO PROVIDER UNDER THIS AGREEMENT AND ALL SERVICE DESCRIPTIONS DURING THE LICENSED PROGRAM OR SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE ONLINE SERVICES WHICH CAUSED THE DAMAGES ACCRUAL OF ANY SUCH CLAIM. IN THE PRECEDING TWELVE (12) MONTH-PERIOD PRIOR EVENT OF AN INSURANCE COVERAGE DISPUTE, PROVIDER IS NOT REQUIRED TO DISPUTE THE COVERAGE DETERMINATION AND IS NOT REQUIRED TO FILE A DECLARATORY JUDGMENT ACTION. IN NO EVENT IS EITHER PARTY TO BE HELD LIABLE TO THE OCCURRENCE OF THE CAUSE OF ACTION GIVING RISE TO THE CLAIM. DS SHALL HAVE NO LIABILITY OTHER PARTY FOR INDIRECT, ANY INCIDENTAL, CONSEQUENTIAL CONSEQUENTIAL, SPECIAL, INDIRECT OR PUNITIVE DAMAGESDAMAGES OR CLAIMS, INCLUDING WITHOUT LIMITATION CLAIMS FOR BUT NOT LIMITED TO LOST PROFITS, BUSINESS INTERRUPTION AND LOST SAVINGS, LOST PRODUCTIVITY, LOSS OF DATA, LOSS FROM INTERRUPTION OF BUSINESS, LOSS OF PROGRAMS OR INFORMATION, AND THE LIKE THAT RESULT FROM THE USE OR INABILITY TO USE THE SERVICES OR FROM MISTAKES, THE SERVICES NOT MEETING YOUR REQUIREMENTS OR EXPECTATIONS, OMISSIONS, TRANSLATIONS AND SYSTEM WORDINGS, FUNCTIONALITY OF FILTERS, MIGRATION ISSUES, INTERRUPTIONS, DELETION OF FILES OR DIRECTORIES, HARDWARE FAILURES, UNAVAILABILITY OF BACKUPS, ERRORS, DEFECTS, DELAYS IN OPERATION, TRANSMISSION, SECURITY BREACH, OR THIRD-PARTY SEVICE FAILURES, EVEN IF PREVIOUSLY ADVISED OF THEIR POSSIBILITY AND REGARDLESS OF WHETHER THE FORM OF ACTION IS IN CONTRACT, TORT OR OTHERWISE. PROVIDER WILL NOT BE LIABLE FOR ANY WAY RELATE KIND OF AUTHORIZED ACCESS OR ANY HARM THAT MAY BE CAUSED BY YOUR ACCESS TO THIRD-PARTY APPLICATION PROGRAMMING INTERFACES OR THE EXECUTION OR TRANSMISSION OF MALICIOUS CODE OR SIMILAR OCCURRENCES, INCLUDING WITHOUT LIMITATION, DISABLING DEVICES, DROP DEAD DEVICES, TIME BOMBS, LOGIC BOMBS, TRAP DOORS, TROJAN HORSES, WORMS, VIRUSES, HACKERS, PHISHERS, CRYPTO-LOCKERS, RANSOMWARE, AND SIMILAR MECHANISMS. YOU AGREE THAT THE TOTAL LIABILITY OF PROVIDER AND YOUR SOLE REMEDY FOR ANY CLAIMS REGARDING THE SERVICES UNDER THIS AGREEMENT, INCLUDING ANY DS OFFERING, DOCUMENTATION OR SERVICES, WHETHER OR NOT DS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY. THE LIMITATIONS STATED IN THIS SECTION SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER THE ASSERTED LIABILITY OR DAMAGES ARE BASED ON CONTRACT (INCLUDING, BUT NOT LIMITED TO, BREACH OF WARRANTY), TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), STATUTESCHEDULE, OR ANY OTHER LEGAL OR EQUITABLE THEORYOTHERWISE IS LIMITED TO PROCEEDS IN SECTION APPLICABLE INSURANCE COVERAGE. Customer waives INSURANCE Client Obligations: Client shall maintain a minimum of One Million Dollars (US $1,000,000) in insurance coverage through its respective carriers. Such insurance must include, at a minimum, commercial general liability, workers compensation coverage, and first-party cyber liability. Provider Obligations: Provider agrees to maintain during the Term, professional liability insurance including errors and omissions with aggregate limits of at least One Million Dollars (US $1,000,000). Client’s insurance shall be primary over Provider’s insurance. Client agrees to waive and to require its insurers to waive any rights of subrogation or recovery they may have against Provider, its agents, officers, directors and employees. DATA PRIVACY & PROTECTION Client Data Provider agrees that any Client Data remains the property of Client and/or its end user or other third-party. Provider agrees that it will comply with all applicable United States data privacy laws that the Services are subject to and as stated herein. California Consumer Privacy Act (“CCPA”) The California Consumer Privacy Act (“CCPA”) becomes effective January 1, 2020. Once effective, Provider shall comply with all aspects of CCPA by implementing and maintaining reasonable security procedures and practices to protect Personal Information as defined under CCPA, including encrypting Personal Information from unauthorized access, exfiltration, theft or disclosure. Provider shall be prohibited from selling, retaining, using or disclosing the Personal Information outside of the direct business relationship with Client’s regulated under CCPA. Provider acknowledges and agrees to certify that it understands the restrictions of CCPA and will comply with them when CCPA becomes effective, and that Client’s regulated under CCPA will execute an applicable Data Processing Addendum (defined below) required by CCPA for compliance. GLBA & HIPAA Data Processing Client agrees not to provide any data to Provider subject to the Xxxxx-Xxxxx-Xxxxxx Act (“GLBA”) or Health Insurance Portability and Accountability Act (“HIPAA”). Client shall indemnify and hold Provider harmless for any claims related to this Agreement Client Data that is regulated under GLBA and/or HIPAA, unless the Parties enter an applicable Data Processing Addendum (defined below). GDPR & United Kingdom Data Processing Client agrees not to provide any data to Provider from any data subject of the European Union or any DS Offerings the United Kingdom that is regulated under the General Data Protection Regulation (“GDPR”) or Documentation or services provided hereunder, similar data protection regulation. Client shall indemnify and hold Provider harmless for any direct, indirect, incidental or consequential damages, on any basis, against any DS licensors or any DS Group Company other than DS. Any legal action against DS must be filed with the appropriate judicial jurisdiction within two (2) years after the applicable cause of action has arisen. 8. Distributors For any DS Offering which Customer obtains through claims related to Client Data that is from a Distributor, Customer agrees that Distributor is responsible for pricing, payment collection and delivery of any orders it accepts. DS remains independent data subject from the Distributor European Union or the United Kingdom, or from claims from any data protection regulatory authority enforcing GDPR compliance or similar data protection regulation. If the United Kingdom departs from the European Union and is not responsible decides to withdraw from or supersede GDPR with a similar data protection regulation, then the subsequent United Kingdom data protection regulation will be the governing regulation for United Kingdom’s data subjects. Data Processing Addendum For Clients who require the Distributor’s actions processing of GLBA, HIPAA, GDPR, or omissions. 9United Kingdom data processing or similar data privacy and/or data protection regulation, Client must enter into an applicable agreement with Provider in the form of a data processing agreement (the “Data Processing Addendum”).

Limitation of Liability EXCEPT. FOR DS’S LIABILITY UNDER SECTION 5.2 HEREOF, DS’S MAXIMUM LIABILITY FOR DAMAGES SHALL NOT EXCEED THE AMOUNT OF FEES ACTUALLY PAID (a) A BREACH BY CUSTOMER OF SECTION 2 (b) INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, INCLUDING TRADE SECRETS, (c) DAMAGES FOR THE LICENSED PROGRAM BODILY INJURY, DEATH, DAMAGE TO REAL OR THE ONLINE SERVICES WHICH CAUSED THE DAMAGES IN THE PRECEDING TWELVE TANGIBLE PERSONAL PROPERTY, AND (12d) MONTH-PERIOD PRIOR TO THE OCCURRENCE OF EXTENT PERMITTED BY APPLICABLE LAW (THE CAUSE OF ACTION GIVING RISE “EXCLUDED MATTERS”), NEITHER PARTY SHALL BE LIABLE TO THE CLAIM. DS SHALL HAVE NO LIABILITY OTHER PARTY OR TO ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTALSPECIAL, CONSEQUENTIAL OR PUNITIVE INCIDENTAL LOSSES, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION CLAIMS FOR LOST PROFITSBUT NOT LIMITED TO, BUSINESS INTERRUPTION AND THOSE ARISING OUT OF OR RELATING TO: (i) LOSS OF DATA, THAT IN ; (ii) LOSS OF INCOME; (iii) LOSS OF OPPORTUNITY; (iv) LOST PROFITS; and (v) UNAVAILABILITY (EXCLUDING CREDITS DUE FOR ANY WAY RELATE TO THIS AGREEMENT, SERVICE LEVEL AGREEMENT OBLIGATION) OR NON-PERFORMANCE OF ANY DS OFFERING, DOCUMENTATION OR ALL OF THE SERVICES, WHETHER OR NOT DS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN EACH CASE, HOWEVER CAUSED AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY. THE LIMITATIONS STATED IN THIS SECTION SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER THE ASSERTED LIABILITY OR DAMAGES ARE BASED ON CONTRACT (ANY THEORY OF LIABILITY, INCLUDING, BUT NOT LIMITED TO, BREACH OF WARRANTY)CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, INCLUDING NEGLIGENCE), OR VIOLATION OF STATUTE, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY. EXCEPT FOR THE EXCLUDED MATTERS, THE TOTAL CUMULATIVE LIABILITY OF EITHER PARTY ARISING OUT OF THIS AGREEMENT AND/OR THE TERMINATION THEREOF, SHALL BE LIMITED TO THE SUM OF THE AMOUNTS PAID FOR THE APPLICABLE PRODUCT(S) DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO THE LIABILITY, OR IN THE CASE OF MAINTENANCE, CONSULTING SERVICES OR EDUCATION SERVICES, THE AMOUNTS PAID FOR THE APPLICABLE SERVICE. THE FOREGOING SHALL NOT LIMIT CUSTOMER’S OBLIGATIONS TO PAY ANY FEES AND/OR OTHER LEGAL OR EQUITABLE THEORY. Customer waives any and all claims related to this Agreement or any DS Offerings or Documentation or services provided hereunder, for any direct, indirect, incidental or consequential damages, on any basis, against any DS licensors or any DS Group Company other than DS. Any legal action against DS must be filed with the appropriate judicial jurisdiction within two (2) years after the applicable cause of action has arisen. 8. Distributors For any DS Offering which Customer obtains through a Distributor, Customer agrees that Distributor is responsible for pricing, payment collection and delivery of any orders it accepts. DS remains independent from the Distributor and is not responsible for the Distributor’s actions or omissions. 9SUMS DUE UNDER ANY ORDER.

Limitation of Liability EXCEPT. FOR DS’S DEATH, BODILY INJURY OR FRAUD, OR TO THE EXTENT THAT ANY EXCLUSION OR LIMITATION OF ITS LIABILITY UNDER SECTION 5.2 HEREOFIS VOID, DS’S MAXIMUM PROHIBITED OR UNENFORCEABLE BY APPLICABLE LAW, IN NO EVENT SHALL KKMT BE LIABLE CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY (A) MATTER BEYOND ITS REASONABLE CONTROL (INCLUDING ANY ERROR OR DAMAGE ATTRIBUTABLE TO ANY NETWORK OR SYSTEM), (B) LOSS OR INACCURACY OF DATA, LOSS OR INTERRUPTION OF USE, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS OR SERVICES, (C) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES SHALL INCLUDING, BUT NOT EXCEED THE AMOUNT LIMITED TO, LOSS OF FEES ACTUALLY PAID BY CUSTOMER FOR THE LICENSED PROGRAM BUSINESS, REVENUES, PROFITS OR THE ONLINE SERVICES WHICH CAUSED THE GOODWILL, OR (D) DIRECT DAMAGES IN EXCESS, IN THE AGGREGATE, OF FEE PAID TO KKMT WITHIN ONE MONTH PRECEDING TWELVE (12) MONTH-PERIOD PRIOR TO THE OCCURRENCE OF THE DATE CAUSE OF ACTION GIVING RISE TO THE CLAIM. DS SHALL HAVE NO LIABILITY FOR INDIRECTAROSE, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION CLAIMS FOR LOST PROFITS, BUSINESS INTERRUPTION AND LOSS OF DATA, THAT IN ANY WAY RELATE TO THIS AGREEMENT, ANY DS OFFERING, DOCUMENTATION OR SERVICES, WHETHER OR NOT DS EVEN IF KKMT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES DAMAGES. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDYREMEDY PROVIDED HEREIN. THE LIMITATIONS STATED IN THIS SECTION SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER THE ASSERTED LIABILITY OR DAMAGES ARE BASED ON CONTRACT (INCLUDING, BUT NOT LIMITED TO, BREACH OF WARRANTY), TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL OR EQUITABLE THEORY. Customer waives any and all claims related to this Agreement or any DS Offerings or Documentation or services provided hereunder, for any direct, indirect, incidental or consequential damages, on any basis, against any DS licensors or any DS Group Company other than DS. Any legal action against DS must be filed with the appropriate judicial jurisdiction within two (2) years after the applicable cause of action has arisen. 8. Distributors For any DS Offering which Customer obtains through a Distributor, Customer agrees that Distributor is responsible for pricing, payment collection and delivery of any orders it accepts. DS remains independent from the Distributor and is not responsible for the Distributor’s actions or omissions. 9.General Provisions

Limitation of Liability EXCEPT. FOR DS’S LIABILITY UNDER SECTION 5.2 HEREOFTO THE EXTENT SPECIFICALLY ADDRESSED HEREIN, DS’S MAXIMUM LIABILITY FOR DAMAGES TENANT SHALL NOT EXCEED HAVE THE AMOUNT RIGHT TO AN ABATEMENT OF FEES ACTUALLY PAID RENT OR TO TERMINATE THIS LEASE AS A RESULT OF LANDLORD'S DEFAULT AS TO ANY COVENANT OR AGREEMENT CONTAINED IN THIS LEASE OR AS A RESULT OF THE BREACH OF ANY PROMISE OR INDUCEMENT IN CONNECTION HEREWITH, WHETHER IN THIS LEASE OR ELSEWHERE AND TENANT HEREBY WAIVES SUCH REMEDIES OF ABATEMENT OF RENT AND TERMINATION. TENANT HEREBY AGREES THAT TENANT'S REMEDIES FOR DEFAULT HEREUNDER OR IN ANY WAY ARISING IN CONNECTION WITH THIS LEASE INCLUDING ANY BREACH OF ANY PROMISE OR INDUCEMENT OR WARRANTY, EXPRESSED OR IMPLIED, SHALL BE LIMITED TO SUIT FOR DIRECT AND PROXIMATE DAMAGES PROVIDED THAT TENANT HAS GIVEN THE NOTICES AS HEREINAFTER REQUIRED. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS LEASE, THE LIABILITY OF LANDLORD TO TENANT FOR ANY DEFAULT BY CUSTOMER LANDLORD UNDER THIS LEASE SHALL BE LIMITED TO THE INTEREST OF LANDLORD IN THE BUILDING AND THE PROPERTY AND TENANT AGREES TO LOOK SOLELY TO LANDLORD'S INTEREST IN THE BUILDING AND THE PROPERTY FOR THE LICENSED PROGRAM RECOVERY OF ANY JUDGMENT AGAINST THE LANDLORD, IT BEING INTENDED THAT LANDLORD SHALL NOT BE PERSONALLY LIABLE FOR ANY JUDGMENT OR THE ONLINE SERVICES WHICH CAUSED THE DAMAGES IN THE PRECEDING TWELVE (12) MONTH-PERIOD DEFICIENCY. TENANT HEREBY COVENANTS THAT, PRIOR TO THE OCCURRENCE FILING OF THE CAUSE OF ACTION GIVING RISE TO THE CLAIM. DS SHALL HAVE NO LIABILITY ANY SUIT FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DIRECT AND PROXIMATE DAMAGES, INCLUDING WITHOUT LIMITATION CLAIMS FOR LOST PROFITS, BUSINESS INTERRUPTION IT SHALL GIVE LANDLORD AND LOSS OF DATA, THAT IN ANY WAY RELATE TO THIS AGREEMENT, ANY DS OFFERING, DOCUMENTATION OR SERVICES, WHETHER OR NOT DS ALL MORTGAGEES WHOM TENANT HAS BEEN ADVISED NOTIFIED HOLD MORTGAGES OR DEED OF TRUST LIENS ON THE POSSIBILITY OF SUCH DAMAGES PROPERTY, BUILDING OR PREMISES ("LANDLORD MORTGAGEES") NOTICE AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF REASONABLE TIME TO CURE ANY REMEDY. THE LIMITATIONS STATED IN THIS SECTION SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER THE ASSERTED LIABILITY OR DAMAGES ARE BASED ON CONTRACT (INCLUDING, BUT NOT LIMITED TO, BREACH OF WARRANTY), TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL OR EQUITABLE THEORY. Customer waives any and all claims related to this Agreement or any DS Offerings or Documentation or services provided hereunder, for any direct, indirect, incidental or consequential damages, on any basis, against any DS licensors or any DS Group Company other than DS. Any legal action against DS must be filed with the appropriate judicial jurisdiction within two (2) years after the applicable cause of action has arisen. 8. Distributors For any DS Offering which Customer obtains through a Distributor, Customer agrees that Distributor is responsible for pricing, payment collection and delivery of any orders it accepts. DS remains independent from the Distributor and is not responsible for the Distributor’s actions or omissions. 9ALLEGED DEFAULT BY LANDLORD.

Limitation of Liability EXCEPT. FOR DSCLAIMS INVOLVING CONFIDENTIALITY OR INFRINGEMENT, NEITHER PARTY’S AGGREGATE LIABILITY UNDER SECTION 5.2 HEREOF, DS’S MAXIMUM LIABILITY FOR DAMAGES IN CONNECTION WITH ANY CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE OF THE APPLIANCE OR SOFTWARE SHALL NOT EXCEED BE MORE THAN THE LESSER AMOUNT OF (1.) THE LICENSE FEES ACTUALLY PAID BY CUSTOMER FOR LICENSEE UNDER THIS AGREEMENT, PLUS THE LICENSED PROGRAM AMOUNT OF SUPPORT FEES WHICH HAVE BEEN PAID OR WILL BE PAID DURING THE ONLINE SERVICES FIRST YEAR OF THIS AGREEMENT, OR (2.) ONE MILLION DOLLARS ($1,000,000). THIS LIMIT, WHICH CAUSED THE DAMAGES IN THE PRECEDING TWELVE (12) MONTH-PERIOD PRIOR INCLUDES ALL COSTS AND FEES ARISING OUT OF ANY SUCH CLAIM, SHALL APPLY TO THE OCCURRENCE ANY AND ALL CLAIMS REGARDLESS OF THE CAUSE OF ACTION GIVING RISE TO THE CLAIMLEGAL THEORY ON WHICH THEY ARE BASED. DS NEITHER PARTY (NOR VORMETRIC’S LICENSORS) SHALL HAVE NO LIABILITY BE LIABLE UNDER THIS AGREEMENT FOR LOST PROFITS OR FOR CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION CLAIMS FOR LOST PROFITSREGARDLESS OF THE LEGAL THEORY ON WHICH THEY ARE BASED, BUSINESS INTERRUPTION AND LOSS OF DATA, THAT IN ANY WAY RELATE TO THIS AGREEMENT, ANY DS OFFERING, DOCUMENTATION OR SERVICES, WHETHER OR NOT DS EVEN IF THALES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING DAMAGES. THE FAILURE FOREGOING LIMITATIONS OF THE ESSENTIAL PURPOSE LIABILITY ARE INDEPENDENT OF ANY REMEDY. THE LIMITATIONS STATED EXCLUSIVE REMEDIES FOR BREACH OF WARRANTY SET FORTH IN THIS SECTION SHALL AGREEMENT AND WILL APPLY REGARDLESS EVEN IF THE ABOVE STATED WARRANTY FAILS OF ITS ESSENTIAL PURPOSE. IN ADDITION, THALES WILL HAVE NO LIABILITY TO LICENSEE UNDER ANY OF SECTIONS 12 OR 17 OF THIS AGREEMENT, OR UNDER THE FORM OF ACTIONSUPPORT SCHEDULE, WHETHER THE ASSERTED LIABILITY OR DAMAGES ARE BASED ON CONTRACT (INCLUDING, BUT NOT LIMITED TO, BREACH OF WARRANTY), TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), STATUTEIF LICENSEE NEGLECTS TO INSTALL WITHIN A REASONABLE TIME PERIOD ANY FAILURE CORRECTION SOFTWARE DELIVERED TO LICENSEE, OR ANY OTHER LEGAL UPDATE OR EQUITABLE THEORYRELEASE OF THE SOFTWARE MADE GENERALLY AVAILABLE AFTER THE EFFECTIVE DATE THAT WOULD HAVE AVOIDED OR MITIGATED THE CLAIM. Customer waives For purposes of clarification, the foregoing limitations will apply to any obligation of Thales, if any, which may be deemed to apply under Section 17 (“Indemnification and all claims related Infringements”), to this Agreement indemnify or hold harmless Licensee from any DS Offerings internal costs incurred by Licensee (i) for loss of time or Documentation or services provided hereunder, for any direct, indirect, incidental or consequential damages, on any basis, against any DS licensors or any DS Group Company other than DS. Any legal action against DS must be filed with profit as a result of defense of the appropriate judicial jurisdiction within two (2) years after the applicable cause of action has arisen. 8. Distributors For any DS Offering which Customer obtains through a Distributor, Customer agrees that Distributor is responsible for pricing, payment collection and delivery of any orders it accepts. DS remains independent from the Distributor and is not responsible for the Distributor’s actions or omissions. 9.third party claim,

Limitation of Liability EXCEPT. FOR DS’S LIABILITY UNDER SECTION 5.2 HEREOF, DS’S MAXIMUM LIABILITY FOR DAMAGES SHALL NOT EXCEED THE AMOUNT OF FEES ACTUALLY PAID (a) A BREACH BY CUSTOMER FOR OF SECTION 2, (b) INFRINGEMENT OR MISAPPROPRIATION OF THE LICENSED PROGRAM OR THE ONLINE SERVICES WHICH CAUSED THE DAMAGES IN THE PRECEDING TWELVE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, INCLUDING TRADE SECRETS, (12c) MONTH-PERIOD PRIOR TO THE OCCURRENCE OF EXTENT PERMITTED BY APPLICABLE LAW (THE CAUSE OF ACTION GIVING RISE “EXCLUDED MATTERS”), NEITHER PARTY SHALL BE LIABLE TO THE CLAIM. DS SHALL HAVE NO LIABILITY OTHER PARTY OR TO ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTALSPECIAL, CONSEQUENTIAL OR PUNITIVE INCIDENTAL LOSSES, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION CLAIMS FOR LOST PROFITSBUT NOT LIMITED TO, BUSINESS INTERRUPTION AND THOSE ARISING OUT OF OR RELATING TO: (i) LOSS OF DATA, THAT IN ; (ii) LOSS OF INCOME; (iii) LOSS OF OPPORTUNITY; (iv) LOST OF PROFITS; and (v) UNAVAILABILITY (EXCLUDING CREDITS DUE FOR ANY WAY RELATE TO THIS AGREEMENT, SERVICE LEVEL AGREEMENT OBLIGATION) OR NON-PERFORMANCE OF ANY DS OFFERING, DOCUMENTATION OR ALL OF THE SERVICES, WHETHER OR NOT DS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN EACH CASE, HOWEVER CAUSED AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY. THE LIMITATIONS STATED IN THIS SECTION SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER THE ASSERTED LIABILITY OR DAMAGES ARE BASED ON CONTRACT (ANY THEORY OF LIABILITY, INCLUDING, BUT NOT LIMITED TO, BREACH OF WARRANTY)CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, INCLUDING NEGLIGENCE), OR VIOLATION OF STATUTE, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR THE EXCLUDED MATTERS, THE TOTAL CUMULATIVE LIABILITY OF EITHER PARTY ARISING OUT OF THIS AGREEMENT AND/OR THE TERMINATION THEREOF, SHALL BE LIMITED TO THE SUM OF THE AMOUNTS PAYABLE FOR THE APPLICABLE SERVICE(S) DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO THE LIABILITY. THE FOREGOING SHALL NOT LIMIT CUSTOMER’S OBLIGATIONS TO PAY ANY FEES AND/OR OTHER LEGAL OR EQUITABLE THEORY. Customer waives any and all claims related to this Agreement or any DS Offerings or Documentation or services provided hereunder, for any direct, indirect, incidental or consequential damages, on any basis, against any DS licensors or any DS Group Company other than DS. Any legal action against DS must be filed with the appropriate judicial jurisdiction within two (2) years after the applicable cause of action has arisen. 8. Distributors For any DS Offering which Customer obtains through a Distributor, Customer agrees that Distributor is responsible for pricing, payment collection and delivery of any orders it accepts. DS remains independent from the Distributor and is not responsible for the Distributor’s actions or omissions. 9SUMS DUE UNDER ANY ORDER.