Common use of Limitation of Liability; Indemnification Clause in Contracts

Limitation of Liability; Indemnification. IN NO EVENT SHALL CLIENT OR THE CALOSBA BE LIABLE TO THE CONTRACTOR OR ANY OF ITS AGENTS OR REPRESENTATIVES FOR ANY INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL DAMAGES, ARISING OUT OF THIS AGREEMENT OR ANY OTHER DOCUMENTS OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH, OR ANY BREACH OF ANY OBLIGATION UNDER THIS AGREEMENT OR ANY OTHER DOCUMENTS OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH, AND CLIENT SHALL NOT BE LIABLE TO THE CONTRACTOR FOR ANY LOSSES OR DAMAGES ARISING FROM CONTRACTOR’S PROVISION OR SERVICES TO, OR ANY ACTION BY, ANY RECIPIENT OF CONTRACTOR’S SERVICES. EVEN IF CLIENT OR THE CALOSBA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, THE FOREGOING LIMITATION OF LIABILITY SHALL REMAIN IN FULL FORCE AND EFFECT REGARDLESS OF WHETHER THE CONTRACTOR’S REMEDIES HEREUNDER ARE DETERMINED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. Contractor hereby indemnifies, defends and holds harmless Client, and its current and future affiliates and their respective shareholders, officers, directors, employees, successors and assigns, from and against any and all claims, demands, actions, suits, proceedings, losses, liabilities, penalties, interest, fines, damages, costs or expenses, including reasonable attorneys’ fees and witness fees (collectively, “Claims and Losses”), to the extent resulting from or arising in connection with the Services and any third party claims of any kind, whether based upon negligence, strict liability or otherwise.

Limitation of Liability; Indemnification. IN NO EVENT SHALL CLIENT OR THE CALOSBA BE LIABLE (a) NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRACTOR OR ANY OF ITS AGENTS OR REPRESENTATIVES FOR ANY INCIDENTALCONTRARY, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL DAMAGES, ARISING OUT OF THIS AGREEMENT OR ANY OTHER DOCUMENTS OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH, OR ANY BREACH OF ANY OBLIGATION UNDER THIS AGREEMENT OR ANY OTHER DOCUMENTS OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH, AND CLIENT BUYER AGREES THAT SELLER SHALL NOT BE LIABLE TO THE CONTRACTOR BUYER FOR ANY LOSSES DELAY IN PERFORMANCE NOR SHALL SELLER'S LIABILITY INCLUDE INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING FROM CONTRACTOR’S PROVISION WHETHER OR SERVICES TO, OR ANY ACTION BY, ANY RECIPIENT OF CONTRACTOR’S SERVICES. EVEN IF CLIENT OR THE CALOSBA NOT SELLER HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGESCLAIM INCLUDING, WITHOUT LIMITATION, LOSS OF TIME, OR LOSS OF ANTICIPATED PROFITS OR REVENUE. THE FOREGOING LIMITATION SOLE AND EXCLUSIVE REMEDY FOR BREACH OF LIABILITY WARRANTY HEREUNDER SHALL REMAIN BE LIMITED TO RE-PERFORM THE SERVICES, REPAIR, OR REPLACEMENT OF THE GOODS, AT THE ELECTION OF THE SELLER. IN FULL FORCE AND EFFECT NO EVENT, REGARDLESS OF THE FORM OF THE CLAIM OR CAUSE OF ACTION (WHETHER BASED IN CONTRACT, INFRINGEMENT, NEGLIGENCE, STRICT LIABILITY, OTHER TORT OR OTHERWISE), SHALL SELLER’S LIABILITY TO BUYER AND/OR BUYER’S CUSTOMERS EXCEED THE CONTRACTOR’S REMEDIES HEREUNDER ARE DETERMINED PRICE OR FEES PAID TO HAVE FAILED BUYER FOR THE SPECIFIC GOODS OR SERVICES PROVIDED BY SELLER GIVING RISE TO THE CLAIM OR CAUSE OF THEIR ESSENTIAL PURPOSE. Contractor ACTION. (b) Buyer hereby indemnifies, defends agrees to indemnify and holds hold Seller harmless Client, and its current and future affiliates and their respective shareholders, officers, directors, employees, successors and assigns, from and against any and all penalties, claims, demands, actionslosses, causes of action, suits, proceedings, losses, liabilities, penalties, interest, fines, damagesjudgments, costs or and expenses, including reasonable attorneys’ ' and paralegals' fees arising from or in connection with: (i) the failure of Buyer to keep, perform and witness fees observe its obligations hereunder; (collectivelyii) any injury, sickness or death of a person other than any employee, contractor, subcontractor, agent of or other person acting on behalf of or otherwise engaged by Seller (a “Claims and LossesSeller Representative”), ) or damage to property to the extent resulting from not caused by the negligent act or arising in connection omission of a Seller Representative; (iii) any injury, sickness or death of a Seller Representative not caused by the negligent act or omission of a Seller Representative; (iv) the failure of Buyer to comply with and observe all present and future laws, orders, codes, regulations, ordinances, rules and decrees of each governmental agency or instrumentality which may be applicable to the Services and Goods or Buyer’s business; (v) any actual or alleged infringement of any third party claims of any kindparty's intellectual property rights to the extent arising from designs, whether based upon negligencedesign information, strict liability specifications, processes or otherwiseformulas supplied by Buyer; and (vi) specifications, design information, processes or other information or representation supplied or made by Buyer which proves to be inaccurate or which was not supplied by Buyer but should have been under the circumstances.

Limitation of Liability; Indemnification. 16.1 Except solely with respect to damages for personal injury caused by PerSeptive's negligence or willful misconduct, PerSeptive's liability arising out of this Agreement, including without limitation on account of any breaches or default, or from or on account of any Products sold pursuant to this Agreement, or the use thereof, arising from whatever cause, whether tort, breach of contract, warranty, or otherwise, excepting solely fraud, is limited to one million dollars ($1,000,000) in the aggregate. This Section does not limit liability for bodily injury of a person. 16.2 NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL CLIENT PERSEPTIVE BE LIABLE, WHETHER IN CONTRACT, TORT, WARRANTY, OR THE CALOSBA BE LIABLE TO THE CONTRACTOR UNDER ANY STATUTE (INCLUDING WITHOUT LIMITATION ANY TRADE PRACTICE, UNFAIR COMPETITION OR OTHER STATUTE OF SIMILAR IMPORT) OR ON ANY OF ITS AGENTS OR REPRESENTATIVES OTHER BASIS, FOR ANY INCIDENTALINDIRECT, PUNITIVE, MULTIPLE, INCIDENTIAL, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES SUSTAINED BY SEQUENOM OR ANY LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL DAMAGES, PERSON ARISING OUT OF OR IN CONNECTION WITH ANY ASPECT OF THIS AGREEMENT OR ITS PERFORMANCE OR ANY OTHER DOCUMENTS FAILURE IN PERFORMANCE OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITHBREACH, OR ANY BREACH THE USE OR PERFORMANCE, OR CONSEQUENCES OF USE OR PERFORMANCE, OF ANY OBLIGATION UNDER THIS AGREEMENT PRODUCTS MANUFACTURED OR ANY OTHER DOCUMENTS FURNISHED BY PERSEPTIVE WHETHER OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH, NOT FORESEEABLE AND CLIENT SHALL WHETHER OR NOT BE LIABLE TO THE CONTRACTOR FOR ANY LOSSES OR DAMAGES ARISING FROM CONTRACTOR’S PROVISION OR SERVICES TO, OR ANY ACTION BY, ANY RECIPIENT OF CONTRACTOR’S SERVICES. EVEN IF CLIENT OR THE CALOSBA HAS BEEN PERSEPTIVE IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGESDAMAGE, INCLUDING, WITHOUT LIMITATION, DAMAGES ARISING FROM OR RELATED TO LOSS OF USE, LOSS OF DATA, FAILURE OR INTERRUPTION IN THE FOREGOING LIMITATION OPERATION OF LIABILITY SHALL REMAIN ANY EQUIPMENT OR SOFTWARE, DELAY IN FULL FORCE AND EFFECT REGARDLESS REPAIR OR REPLACEMENT, OR FOR LOSS OF WHETHER THE CONTRACTOR’S REMEDIES HEREUNDER ARE DETERMINED TO HAVE FAILED REVENUE OR PROFITS, LOSS OF THEIR ESSENTIAL PURPOSE. Contractor hereby indemnifiesGOODWILL, defends OR LOSS OF BUSINESS UNLESS EXPLICITLY PROVIDED FOR HEREIN. 16.3 Sequenom agree to defend PerSeptive and holds harmless Clientits Affiliates at its cost and expense, and will indemnify and hold PerSeptive, its current and future affiliates Affiliates and their respective shareholdersdirectors, officers, directors, employees, successors employees and assigns, agents (the "PerSeptive Indemnified Parties") harmless from and against any and all claims, demands, actions, suits, proceedingsliabilities, losses, liabilities, penalties, interest, finescosts, damages, costs fees or expenses, expenses (including reasonable attorneys’ fees and witness fees attorney's fees) arising out of any claim relating to (collectivelyi) any breach by Sequenom of any of its representations, “Claims and Losses”)warranties or obligations pursuant to this Agreement or (ii) personal injury or property damage from the use, sale or other disposition of any Product or service offered by Sequenom and/or its respective licensees or collaborators or (iii) the negligence or willful misconduct of Sequenom, except in all cases to the extent resulting caused by the negligence or Willful misconduct of PerSeptive. 16.4 PerSeptive agrees to defend Sequenom and its Affiliates at its cost and expense, and will indemnify and hold Sequenom, its Affiliates and their respective directors, officers, employees and agents (the "Sequenom Indemnified Parties") harmless from and against any liabilities, losses, costs, damages, fees or expenses (including reasonable attorney's fees) arising out of any claim relating to (i) any breach by PerSeptive of any of its representations, warranties or obligations pursuant to this Agreement or (ii) personal injury or property damage from the negligent development and manufacture of any Product or service offered by PerSeptive or its licensees or collaborators or (iii) the negligence or willful misconduct of PerSeptive, except in all cases to the extent caused by the negligence or willful misconduct of Sequenom. 16.5 Whenever any claim shall arise for indemnification hereunder, the party seeking indemnification (the "Indemnified Party") shall promptly notify the party from whom indemnification is sought (the "Indemnifying Party"). Such notice shall specify the nature of the claim and, when known, the facts constituting the basis for, as well as the amount or an estimate of the amount of the liability arising from, such claim. Failure to promptly notify shall not relieve a Party from its indemnity obligations hereunder except to the extent of prejudice caused by such failure. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 16.6. 16.6 In connection with any claim giving rise to indemnity under Section 16 of this Agreement, the Services Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense. If the Indemnifying Party does not assume the defense of any such claim or litigation resulting therefrom within thirty (30) days after the date notice of such claim is given, the Indemnified Party may defend against such claim or litigation, without prejudice to pursue its rights of indemnity. In such event, the Indemnified Party may defend in a manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, but only after giving written notice of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, and the Indemnifying Party shall be entitled to participate in (but not control) the defense of such action, with its counsel and at its own expense. The Parties shall cooperate with each other in the defense of any such third party claims of any kind, whether based upon negligence, strict liability or otherwiseclaim pursuant to this Section 16.

Limitation of Liability; Indemnification. IN NO EVENT SHALL CLIENT OR THE CALOSBA (A) I UNDERSTAND AND AGREE THAT YOU, YOUR AFFILIATES, YOUR RESPECTIVE OFFICERS, DIRECTORS, AND EMPLOYEES, AND THIRD PARTY SERVICE PROVIDERS WILL NOT BE LIABLE TO THE CONTRACTOR ME OR TO THIRD PARTIES UNDER ANY OF ITS AGENTS CIRCUMSTANCES, OR REPRESENTATIVES HAVE ANY RESPONSIBILITY WHATSOEVER, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL OR SPECIAL DAMAGES (INCLUDING LOST PROFITS, AND DAMAGES) THAT I MAY INCUR IN CONNECTION WITH MY USE OF THE SERVICES PROVIDED BY YOU UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO MY USE OF THE APP AND THE WEBSITE, AS WELL AS ANY LOST PROFITSAND ALL FUNCTIONS AND FEATURES MADE AVAILABLE ON THE PLATFORM, LOST SAVINGSINCLUDING THE ENTERING INTO OF TRANSACTIONS, OR OTHER INCIDENTAL DAMAGES, ARISING OUT OF THIS AGREEMENT OR AS WELL AS ANY OTHER DOCUMENTS OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH, OR ANY BREACH SERVICES OF ANY OBLIGATION UNDER THIS AGREEMENT OR KIND MADE AVAILABLE THROUGH THE PLATFORM BY ANY OTHER DOCUMENTS OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITHTHIRD PARTY (INCLUDING ANY THIRD-PARTY SERVICE PROVIDER), (COLLECTIVELY, THE “SERVICES”). YOU, YOUR AFFILIATES, AND CLIENT YOUR RESPECTIVE OFFICERS, DIRECTORS, AND EMPLOYEES SHALL NOT BE LIABLE TO BY REASON OF DELAYS OR INTERRUPTIONS OF THE CONTRACTOR FOR ANY LOSSES SERVICES OR DAMAGES ARISING FROM CONTRACTOR’S PROVISION OR SERVICES TOTRANSMISSIONS, OR ANY ACTION BYFAILURES OF PERFORMANCE OF YOUR SYSTEMS, ANY RECIPIENT REGARDLESS OF CONTRACTOR’S SERVICES. EVEN IF CLIENT CAUSE, INCLUDING THOSE CAUSED BY GOVERNMENTAL OR THE CALOSBA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGESREGULATORY ACTION, THE FOREGOING LIMITATION ACTION OF LIABILITY SHALL REMAIN IN FULL FORCE AND EFFECT REGARDLESS OF WHETHER THE CONTRACTOR’S REMEDIES HEREUNDER ARE DETERMINED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. Contractor hereby indemnifiesANY EXCHANGE OR OTHER SELF REGULATORY ORGANIZATION, defends and holds harmless ClientOR THOSE CAUSED BY SOFTWARE OR HARDWARE MALFUNCTIONS. (B) Except as otherwise provided by law, and its current and future You, or any of Your affiliates and their or respective shareholderspartners, officers, directors, employees, successors and assigns, from and against any and all claims, demands, actions, suits, proceedings, losses, liabilities, penalties, interest, fines, damages, costs employees or expenses, including reasonable attorneys’ fees and witness fees agents (collectively, “Claims Indemnified Parties”) shall not be liable for any expenses, losses, costs, damages, liabilities, demands, debts, obligations, penalties, charges, claims, causes of action, penalties, fines and taxes of any kind or nature (including legal expenses and attorneys’ fees) (whether known or unknown, absolute or contingent, liquidated or unliquidated, direct or indirect, due or to become due, accrued or not accrued, asserted or unasserted, related or not related to a third party claim, or otherwise) (collectively, “Losses”) are determined by a court of competent jurisdiction or an arbitration panel in a final non-appealable judgment or order to have resulted solely from Your, or any of Your affiliates’ gross negligence or intentional misconduct. In addition, I agree that the Indemnified Parties shall have no liability for, and I agree to indemnify, defend and hold harmless the Indemnified Parties from all Losses that result from: (i) any noncompliance by Me with any of the terms and conditions of this Agreement; (ii) any third-party actions related to My use of the App or the Website; (iii) My or My agent’s misrepresentation or alleged misrepresentation, or act or omission; (iv) Indemnified Parties following My or My agent’s directions or instructions, or failing to follow My or My agent’s unlawful or unreasonable directions or instructions; (v) any activities or services of the Indemnified Parties in connection with My Digital Dollar Account (including any technology services, reporting, trading, research or capital introduction services, settlement or processing of any transfer of funds to or from My Account(s) herein); or (vi) the failure by any person not controlled by the Indemnified Parties and their affiliates to perform any obligations to Me. Further, if I authorize or allow third parties to gain access to Your services, including My Accounts, I will indemnify, defend and hold harmless You, Your affiliates, and Your and Your affiliates’ respective officers and employees against any Losses arising out of claims or suits by such third parties based upon or relating to such access and use. International Payments does not warrant against loss of use or any direct, indirect or consequential damages or Losses to Me caused by My assent, expressed or implied, to a third party accessing My Digital Dollar Account or information, including access provided through any other third party systems or sites. (C) I consent to the extent resulting from use of automated systems or service bureaus by You and Your affiliates in conjunction with My Account, including record keeping, reporting and account reconciliation and risk management systems (collectively “Automated Systems”). I understand that the use of Automated Systems entails risks, such as interruption or delays of service, errors or omissions in the information provided, system failure and errors in the design or functioning of such Automated Systems (collectively, a “System Failure”) that could cause substantial damage, expense, or liability to Me. I understand and agree that Indemnified Parties will have no liability whatsoever for any of My Losses arising out of or relating to a System Failure. I also agree that Indemnified Parties will have no responsibility or liability to Me in connection with the Services and performance or non- performance by any third party or any of their respective agents or affiliate. I agree that Indemnified Parties will have no liability, to Me or to third parties, or responsibility whatsoever for: (i) any Losses resulting from a cause over which Indemnified Parties do not have direct control; and (ii) any special, indirect, incidental, consequential, punitive or exemplary damages (including lost profits, trading losses and damages) that I may incur in connection with My use of the App, the Website, and other services provided by Indemnified Parties under this Agreement. Further, if I authorize or allow third parties to gain access to Your services, including My Accounts, I will indemnify, defend and hold harmless You, Your affiliates, and Your and Your affiliates’ respective officers and employees against any Losses arising out of claims of any kind, whether or suits by such third parties based upon negligence, strict liability or otherwiserelating to such access and use.

Limitation of Liability; Indemnification. LIMITATION AND EXCLUSION OF LIABILITY. IN NO EVENT SHALL CLIENT THE AGGREGATE LIABILITY OF BUILDER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE CALOSBA BE LIABLE TOTAL AMOUNT PAID BY CUSTOMER AND ITS AFFILIATES HEREUNDER FOR THE SERVICES OR EVENT GIVING RISE TO THE CONTRACTOR LIABILITY IN THE SIX MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY BUT WILL NOT LIMIT CUSTOMER'S AND ITS AFFILIATES’ PAYMENT OBLIGATIONS UNDER THE “FEES AND PAYMENT” SECTION XXXXX.XX NO EVENT WILL XXXXXXX.XX OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF ITS AGENTS OR REPRESENTATIVES RELATED TO THIS AGREEMENT FOR ANY INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, LOST SAVINGSREVENUES, GOODWILL, OR OTHER INCIDENTAL INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, ARISING OUT WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THIS AGREEMENT OR ANY OTHER DOCUMENTS OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITHTHE THEORY OF LIABILITY, OR ANY BREACH OF ANY OBLIGATION UNDER THIS AGREEMENT OR ANY OTHER DOCUMENTS OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH, AND CLIENT SHALL NOT BE LIABLE TO THE CONTRACTOR FOR ANY LOSSES OR DAMAGES ARISING FROM CONTRACTOR’S PROVISION OR SERVICES TO, OR ANY ACTION BY, ANY RECIPIENT OF CONTRACTOR’S SERVICES. EVEN IF CLIENT A PARTY OR THE CALOSBA HAS ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, THE FOREGOING LIMITATION DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF LIABILITY SHALL REMAIN IN FULL FORCE AND EFFECT REGARDLESS OF WHETHER THE CONTRACTOR’S REMEDIES HEREUNDER ARE DETERMINED TO HAVE FAILED OF THEIR ITS ESSENTIAL PURPOSE. Contractor hereby indemnifiesTHE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW. You agree to indemnify and hold us and (as applicable) our parent, defends and holds harmless Clientsubsidiaries, and its current and future affiliates and their respective shareholdersaffiliates, partners, officers, directors, agents, employees, successors and assigns, suppliers harmless from and against any and all claims, demands, actions, suits, proceedings, losses, liabilities, penalties, interest, fines, damages, costs claim or expensesdemand, including reasonable attorneys’ fees and witness fees (collectivelyfees, “Claims and Losses”), to the extent resulting from or arising in connection with the Services and made by any third party claims due to or arising out of: (a) your breach of this Agreement or the documents it incorporates by reference (including the AUP and Store FAQ or Customer Policies); (b) your violation of any kindlaw or the rights of a third party; (c) any aspect of the transaction between you and your Customer, whether based upon negligenceincluding but not limited to refunds, strict fraudulent transactions, alleged or actual violation of applicable laws (including but not limited to Federal and State consumer protection laws); or (d) any gross negligence or willful misconduct by you or your employees or other representatives. You will be responsible for any breach of this Agreement by your affiliates, agents or subcontractors and will be liable as if it were your own breach. Builder shall indemnify and defend you from and against all claims, actions, demands, (including suits by third parties) and all losses, liabilities, damages, costs, and expenses associated therewith (excluding attorneys’ fees) arising from or in connection with: (i) any negligence or willful misconduct by Builder or its employees or other representatives; or (ii) breach by Builder of the fully executed DPA including the unauthorized disclosure of Personal Data subject to a liability cap amounting to 6 months the fees you have paid to us; or (iii) any allegation that the Services infringe a third-party’s intellectual property rights, provided that Builder is given prompt written notice of such claim, lawsuit or action, your reasonable assistance and Builder has sole authority to settle or defend such claim, lawsuit or action; provided however Builder will not enter into any settlement or plea agreement that requires you to admit any liability or otherwisewrongdoing without your prior written consent. Your use of the Services is at your sole risk. The Services are provided on an “as is” and “as available” basis without any warranty or condition, express, implied or statutory. Builder does not warrant that the Services will be uninterrupted, timely, secure, or error-free. We do not warrant that the results that may be obtained from the use of the Services will be accurate or reliable. We are not responsible for any of your tax obligations or liabilities related to the use of our Services. We do not warrant that the quality of any products, services, information, or other materials purchased or obtained by you through the Services will meet your expectations, or that any errors in the Services will be corrected.

Limitation of Liability; Indemnification. (a) IN NO EVENT SHALL CLIENT OR THE CALOSBA SELLER BE LIABLE TO THE CONTRACTOR BUYER OR ANY OF ITS AGENTS OR REPRESENTATIVES THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGESSPECIAL, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, LOST SAVINGSEXEMPLARY, OR OTHER INCIDENTAL DAMAGES, PUNITIVE DAMAGES WHETHER ARISING OUT OF THIS AGREEMENT OR ANY OTHER DOCUMENTS OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH, OR ANY BREACH OF ANY OBLIGATION UNDER THIS AGREEMENT CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER DOCUMENTS OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH, AND CLIENT SHALL NOT BE LIABLE TO THE CONTRACTOR FOR ANY LOSSES OR DAMAGES ARISING FROM CONTRACTOR’S PROVISION OR SERVICES TO, OR ANY ACTION BY, ANY RECIPIENT OF CONTRACTOR’S SERVICES. EVEN IF CLIENT OR THE CALOSBA SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FOREGOING LIMITATION FAILURE OF LIABILITY SHALL REMAIN IN FULL FORCE AND EFFECT REGARDLESS ANY AGREED OR OTHER REMEDY OF WHETHER THE CONTRACTOR’S REMEDIES HEREUNDER ARE DETERMINED TO HAVE FAILED OF THEIR ITS ESSENTIAL PURPOSE. (b) IN NO EVENT SHALL SELLER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNTS PAID TO SELLER FOR THE GOODS SOLD HEREUNDER. (c) The limitation of liability set forth in Section 12(b) above shall not apply to (i) liability resulting from Seller's gross negligence or willful misconduct and (ii) death or bodily injury resulting directly from Seller’s acts or omissions. (d) Buyer agrees to indemnify and hold Seller harmless from all claims, expenses, losses and liability of any nature whatsoever arising out of Buyer's handling and/or use of the Products. Contractor hereby indemnifies, defends Buyer agrees to indemnify and holds hold Seller harmless Client, and for its current present and future affiliates suppliers, agents, owners, shareholders and their respective shareholders, officers, directors, employees, successors and assignsas the case may be, from for and against any and all claims, demands, actions, suits, proceedings, losses, liabilities, penalties, interest, fines, damages, costs or damages and expenses, including reasonable attorneys’ legal fees and witness fees (collectivelyother costs of defending any action that Seller may sustain or which may occur as a result of any claim of negligence of contract or other claims or theories of law by itself, “Claims and Losses”)its officers, to the extent resulting from agents, or arising employees, its customers or other persons, whether direct or indirect in connection with the Services and any third party claims unsafe, improper or illegal use, or an unintended use of any kind, whether based upon negligence, strict liability or otherwiseProduct.

Limitation of Liability; Indemnification. IN NO EVENT SHALL CLIENT OR THE CALOSBA BE LIABLE EXCEPT TO THE CONTRACTOR OR ANY OF EXTENT PROHIBITED BY LAW, IGNITIONONE AND ITS AGENTS OR REPRESENTATIVES FOR ANY INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL DAMAGES, ARISING OUT OF THIS AGREEMENT OR ANY OTHER DOCUMENTS OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH, OR ANY BREACH OF ANY OBLIGATION UNDER THIS AGREEMENT OR ANY OTHER DOCUMENTS OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH, AND CLIENT AFFILIATES SHALL NOT BE LIABLE TO THE CONTRACTOR FOR ANY LOSSES INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM CONTRACTOR’S PROVISION OR SERVICES TOLOSS (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, OR ANY ACTION BYTHE LIKE) WHETHER BASED ON BREACH OF CONTRACT, ANY RECIPIENT OF CONTRACTOR’S SERVICES. TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF CLIENT IGNITIONONE OR THE CALOSBA HAS ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CLAIMS FOR DAMAGES MUST BE MADE BY CUSTOMER WITHIN ONE (1) YEAR OF THE INCIDENT TO WHICH THEY RELATE OR BE FOREVER BARRED. EXCEPT TO THE EXTENT PROHIBITED BY LAW, IGNITIONONE’S TOTAL LIABILITY TO CUSTOMER UNDER ANY AND ALL CIRCUMSTANCES SHALL NOT EXCEED THE FOREGOING LIMITATION OF LIABILITY SHALL REMAIN IN FULL FORCE AND EFFECT REGARDLESS OF WHETHER AGGREGATE FEES (EXCLUDING PASS THROUGH FEES PAID TO THIRD PARTIES) PAID BY CUSTOMER TO IGNITIONONE UNDER THIS AGREEMENT DURING THE CONTRACTOR’S REMEDIES HEREUNDER ARE DETERMINED SIX MONTHS PRECEDING THE DATE THAT THE CLAIM IS MADE GIVING RISE TO HAVE FAILED OF THEIR ESSENTIAL PURPOSETHE LIABILITY. Contractor hereby indemnifiesCustomer agrees to defend, defends indemnify and holds harmless Clienthold IgnitionOne, its Affiliates and its current and future affiliates and all of their respective shareholdersdirectors, officers, directors, employees, successors and assignsagents, from and shareholders, partners, members or other owners, harmless against any and all claims, demands, actions, suits, proceedings, lossesclaims, liabilities, penalties, interest, finesjudgments, damages, costs or and expenses, including reasonable attorneys’ fees attorney’s fees, and witness fees (other liabilities collectively, “Claims”) arising from or related to the Customer Content, the Customer Marks, the Data or Customer’s breach of its express representations and warranties in this Agreement. IgnitionOne agrees to defend, indemnify and hold Customer, its Affiliates and all of their directors, officers, employees, agents, shareholders, partners, members or other owners, harmless against any and all Claims and Losses”)that the Software infringes any third party intellectual property rights. IgnitionOne’s indemnification obligation will not apply if the alleged Claim arises, in whole or in part, from: (a) any use of the Software by the Customer or any Authorized User not in accordance with this Agreement; (b) any modification of the Software by any person other than IgnitionOne or its authorized agents; or (c) any use of the Software in combination with other products, equipment, software or data not supplied by IgnitionOne. The foregoing indemnification obligations are conditioned upon the indemnified party: (a) providing prompt written notice to the indemnifying party of any such Claim (provided that the failure to provide prompt notice shall only relieve the indemnifying party of its obligation to the extent resulting from it is materially prejudiced by such failure and can demonstrate such prejudice); (b) permitting the indemnifying party to assume and control the defense of such Claim; and (c) providing to the indemnifying party at the indemnifying party’s reasonable expense all available information and assistance reasonably necessary for the indemnifying party to defend such Claim. The indemnifying party will not enter into any settlement or arising in connection with the Services and any third party claims compromise of any kindsuch Claim, whether based upon negligencewhich settlement or compromise would result in any liability to the indemnified party, strict liability or otherwisewithout the indemnified party’s prior written consent.

Limitation of Liability; Indemnification. IN NO EVENT SHALL CLIENT OR THE CALOSBA UNLESS OTHERWISE REQUIRED BY LAW, YOU AGREE THAT WE WILL NOT BE LIABLE TO THE CONTRACTOR OR ANY OF ITS AGENTS OR REPRESENTATIVES FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, LOST SAVINGSGOODWILL, USE, DATA, OR OTHER INCIDENTAL DAMAGESINTANGIBLE LOSSES REGARDLESS OF THE FORM OF THE ACTION OR THEORY OF RECOVERY, ARISING OUT OF THIS AGREEMENT OR ANY OTHER DOCUMENTS OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH, OR ANY BREACH OF ANY OBLIGATION UNDER THIS AGREEMENT OR ANY OTHER DOCUMENTS OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH, AND CLIENT SHALL NOT BE LIABLE TO THE CONTRACTOR FOR ANY LOSSES OR DAMAGES ARISING FROM CONTRACTOR’S PROVISION OR SERVICES TO, OR ANY ACTION BY, ANY RECIPIENT OF CONTRACTOR’S SERVICES. EVEN IF CLIENT OR THE CALOSBA HAS WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH THOSE DAMAGES ARISING IN ANY WAY OUT OF THE INSTALLATION, USE, THE UNAVAILABILITY OF, OR MAINTENANCE OF DIGITAL BANKING. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE FOREGOING ABOVE LIMITATION MAY NOT APPLY TO YOU. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THESE TERMS, THE MAXIMUM TOTAL LIABILITY OF PURDUE FEDERAL, ITS LICENSORS AND SUPPLIERS, PARTNERS, AND YOUR CARRIER TO YOU FOR ANY CLAIM RELATED TO DIGITAL BANKING, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS $10. EACH PROVISION OF THIS DBSA THAT PROVIDES FOR A LIMITATION OF LIABILITY SHALL REMAIN LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THIS DBSA BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS DBSA. THE LIMITATIONS IN FULL FORCE AND EFFECT REGARDLESS THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF WHETHER THE CONTRACTOR’S REMEDIES HEREUNDER ARE DETERMINED TO HAVE FAILED OF THEIR ITS ESSENTIAL PURPOSE. Contractor hereby indemnifiesYou will defend, defends indemnify and holds harmless Clienthold Purdue Federal, its affiliates, directors, officers, agents, employees, and its current licensors, suppliers, and future affiliates and their respective shareholders, officers, directors, employees, successors and assigns, publishers harmless from and against any and all claims, demands, actions, suits, proceedings, losses, liabilities, penalties, interest, finescosts, damages, costs or expenses, including reasonable attorneys’ fees and witness fees (collectivelyliability caused by your use of Digital Banking, “Claims and Losses”)your violation of these terms, to the extent resulting from or arising in connection with the Services and your violation of any rights of a third party claims through use of any kind, whether based upon negligence, strict liability or otherwiseDigital Banking.

Limitation of Liability; Indemnification. IN NO EVENT SHALL CLIENT OR THE CALOSBA (A) I UNDERSTAND AND AGREE THAT YOU, YOUR AFFILIATES, YOUR RESPECTIVE OFFICERS, DIRECTORS, AND EMPLOYEES, AND THIRD PARTY SERVICE PROVIDERS WILL NOT BE LIABLE TO THE CONTRACTOR ME OR TO THIRD PARTIES UNDER ANY OF ITS AGENTS CIRCUMSTANCES, OR REPRESENTATIVES HAVE ANY RESPONSIBILITY WHATSOEVER, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL OR SPECIAL DAMAGES (INCLUDING LOST PROFITS, AND DAMAGES) THAT I MAY INCUR IN CONNECTION WITH MY USE OF THE SERVICES PROVIDED BY YOU UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO MY USE OF THE APP AND THE WEBSITE, AS WELL AS ANY LOST PROFITSAND ALL FUNCTIONS AND FEATURES MADE AVAILABLE ON THE PLATFORM, LOST SAVINGSINCLUDING THE ENTERING INTO OF TRANSACTIONS, OR OTHER INCIDENTAL DAMAGES, ARISING OUT OF THIS AGREEMENT OR AS WELL AS ANY OTHER DOCUMENTS OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH, OR ANY BREACH SERVICES OF ANY OBLIGATION UNDER THIS AGREEMENT OR KIND MADE AVAILABLE THROUGH THE PLATFORM BY ANY OTHER DOCUMENTS OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITHTHIRD PARTY (INCLUDING ANY THIRD-PARTY SERVICE PROVIDER), (COLLECTIVELY, THE “SERVICES”). YOU, YOUR AFFILIATES, AND CLIENT YOUR RESPECTIVE OFFICERS, DIRECTORS, AND EMPLOYEES SHALL NOT BE LIABLE TO BY REASON OF DELAYS OR INTERRUPTIONS OF THE CONTRACTOR FOR ANY LOSSES SERVICES OR DAMAGES ARISING FROM CONTRACTOR’S PROVISION OR SERVICES TOTRANSMISSIONS, OR ANY ACTION BYFAILURES OF PERFORMANCE OF YOUR SYSTEMS, ANY RECIPIENT REGARDLESS OF CONTRACTOR’S SERVICES. EVEN IF CLIENT CAUSE, INCLUDING THOSE CAUSED BY GOVERNMENTAL OR THE CALOSBA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGESREGULATORY ACTION, THE FOREGOING LIMITATION ACTION OF LIABILITY SHALL REMAIN IN FULL FORCE AND EFFECT REGARDLESS OF WHETHER THE CONTRACTOR’S REMEDIES HEREUNDER ARE DETERMINED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. Contractor hereby indemnifiesANY EXCHANGE OR OTHER SELF REGULATORY ORGANIZATION, defends and holds harmless ClientOR THOSE CAUSED BY SOFTWARE OR HARDWARE MALFUNCTIONS. (B) Except as otherwise provided by law, and its current and future You, or any of Your affiliates and their or respective shareholderspartners, officers, directors, employees, successors and assigns, from and against any and all claims, demands, actions, suits, proceedings, losses, liabilities, penalties, interest, fines, damages, costs employees or expenses, including reasonable attorneys’ fees and witness fees agents (collectively, “Claims Indemnified Parties”) shall not be liable for any expenses, losses, costs, damages, liabilities, demands, debts, obligations, penalties, charges, claims, causes of action, penalties, fines and taxes of any kind or nature (including legal expenses and attorneys’ fees) (whether known or unknown, absolute or contingent, liquidated or unliquidated, direct or indirect, due or to become due, accrued or not accrued, asserted or unasserted, related or not related to a third party claim, or otherwise) (collectively, “Losses”) are determined by a court of competent jurisdiction or an arbitration panel in a final non-appealable judgment or order to have resulted solely from Your, or any of Your affiliates’ gross negligence or intentional misconduct. In addition, I agree that the Indemnified Parties shall have no liability for, and I agree to indemnify, defend and hold harmless the Indemnified Parties from all Losses that result from: (i) any noncompliance by Me with any of the terms and conditions of this Agreement; (ii) any third-party actions related to My use of the App or the Website; (iii) My or My agent’s misrepresentation or alleged misrepresentation, or act or omission; (iv) Indemnified Parties following My or My agent’s directions or instructions, or failing to follow My or My agent’s unlawful or unreasonable directions or instructions; (v) any activities or services of the Indemnified Parties in connection with My Digital Dollar Account (including any technology services, reporting, trading, research or capital introduction services, settlement or processing of any transfer of funds to or from My Account(s) herein); or (vi) the failure by any person not controlled by the Indemnified Parties and their affiliates to perform any obligations to Me. Further, if I authorize or allow third parties to gain access to Your services, including My Accounts, I will indemnify, defend and hold harmless You, Your affiliates, and Your and Your affiliates’ respective officers and employees against any Losses arising out of claims or suits by such third parties based upon or relating to such access and use. Dollarize Financial does not warrant against loss of use or any direct, indirect or consequential damages or Losses to Me caused by My assent, expressed or implied, to a third party accessing My Digital Dollar Account or information, including access provided through any other third party systems or sites. (C) I consent to the extent resulting from use of automated systems or service bureaus by You and Your affiliates in conjunction with My Account, including record keeping, reporting and account reconciliation and risk management systems (collectively “Automated Systems”). I understand that the use of Automated Systems entails risks, such as interruption or delays of service, errors or omissions in the information provided, system failure and errors in the design or functioning of such Automated Systems (collectively, a “System Failure”) that could cause substantial damage, expense, or liability to Me. I understand and agree that Indemnified Parties will have no liability whatsoever for any of My Losses arising out of or relating to a System Failure. I also agree that Indemnified Parties will have no responsibility or liability to Me in connection with the Services and performance or non- performance by any third party or any of their respective agents or affiliate. I agree that Indemnified Parties will have no liability, to Me or to third parties, or responsibility whatsoever for: (i) any Losses resulting from a cause over which Indemnified Parties do not have direct control; and (ii) any special, indirect, incidental, consequential, punitive or exemplary damages (including lost profits, trading losses and damages) that I may incur in connection with My use of the App, the Website, and other services provided by Indemnified Parties under this Agreement. Further, if I authorize or allow third parties to gain access to Your services, including My Accounts, I will indemnify, defend and hold harmless You, Your affiliates, and Your and Your affiliates’ respective officers and employees against any Losses arising out of claims of any kind, whether or suits by such third parties based upon negligence, strict liability or otherwiserelating to such access and use.

Limitation of Liability; Indemnification. (a) Subject to Sections 8(b) and 8(c) below, IXC's liability arising out of delays in restoration of the Services to be provided under this Agreement or out of mistakes, accidents, omissions, interruptions, or errors or defects in transmission in the provision of Services, shall be limited to the amounts collected by IXC for services hereunder. In the event of a proper cancellation or termination of this Agreement by Excel during any period in which Excel is not in default hereunder, Excel's liability shall be limited to the amounts due and unpaid under this Agreement as of the date of termination. EXCEPT FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AND SUBJECT TO SECTIONS 8(b) AND 8(c) BELOW, IN NO EVENT SHALL CLIENT OR THE CALOSBA IXC BE LIABLE TO THE CONTRACTOR EXCEL OR ITS CUSTOMERS OR ANY OF ITS AGENTS OR REPRESENTATIVES OTHER THIRD PARTY IN ANY RESPECT, INCLUDING, WITHOUT LIMITATION, FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, CONSEQUENTIAL ACTUAL, PUNITIVE, OR SPECIAL ANY OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO OR FOR ANY LOST PROFITS, LOST SAVINGS, PROFITS OF ANY KIND OR OTHER INCIDENTAL DAMAGESNATURE WHATSOEVER, ARISING OUT OF MISTAKES, ACCIDENTS, OMISSIONS, INTERRUPTIONS, ERRORS, OR DEFECTS IN TRANSMISSION, OR DELAYS, INCLUDING, BUT NOT LIMITED TO, THOSE WHICH MAY BE CAUSED BY REGULATORY OR JUDICIAL AUTHORITIES, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER DOCUMENTS THE OBLIGATIONS PURSUANT TO THIS AGREEMENT. EXCEPT FOR GROSS NEGLIGENCE OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH, OR ANY BREACH OF ANY OBLIGATION UNDER THIS AGREEMENT OR ANY OTHER DOCUMENTS OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITHWILLFUL MISCONDUCT, AND CLIENT SUBJECT TO SECTIONS 8(b) AND 8(c) BELOW, IN NO EVENT SHALL NOT EXCEL BE LIABLE TO THE CONTRACTOR IXC OR ANY THIRD PARTY FOR ANY LOSSES OR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL DAMAGES ARISING FROM CONTRACTOR’S PROVISION OR SERVICES TO(OTHER THAN UNPAID AMOUNTS UNDER THIS AGREEMENT), OR ANY ACTION BYFOR LOST PROFITS. (b) The limitation on liability set forth in Section 8(a) shall not apply (i) to the gross negligence of willful misconduct of any party; (ii) to any Losses for which Excel is entitled to indemnification under Section 8(c); or (iii) to any Failure of Performance resulting from a Year 2000 Failure. As used herein, ANY RECIPIENT OF CONTRACTOR’S SERVICES. EVEN IF CLIENT OR THE CALOSBA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGESa "Year 2000 Failure" shall mean any Failure of Performance resulting from the inability of any software or software applications used by IXC or any of its On-Net suppliers (whether owned or licensed) in connection with the provision of Services hereunder to contain source code that can appropriately interpret the upcoming calendar year "2000." (c) IXC shall indemnify, THE FOREGOING LIMITATION OF LIABILITY SHALL REMAIN IN FULL FORCE AND EFFECT REGARDLESS OF WHETHER THE CONTRACTOR’S REMEDIES HEREUNDER ARE DETERMINED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. Contractor hereby indemnifies, defends defend and holds hold harmless Client, and its current and future affiliates and their respective shareholders, the officers, directors, employees, agents, affiliates, successors and assignsassigns of Excel, from and against any and all claims, demands, actions, suits, proceedings, losses, liabilities, penalties, interest, fines, damages, actions, claims, costs or expenses, and expenses (including reasonable attorneys’ ' fees and witness fees disbursements and costs of investigation, litigation, settlement, judgment, interest and penalties) (collectively, “Claims and "Losses”), to the extent ") arising out of or resulting from any claim, demand, charge, action, cause of action or arising in connection with the Services and other proceeding of infringement of any intellectual property rights, including patent infringement claims, asserted by any third party claims against the indemnitee resulting from the access or use by Excel of Services hereunder, including the use of Circuits in accordance with this Agreement. (d) For purposes of this Section, the terms "IXC" and "Excel" shall be deemed to include, in each case, their shareholders, members, managers, officers, employees and affiliates (including ECI and Telco and their respective affiliates and subsidiaries in the case of Excel), and any kind, whether based upon negligence, strict liability person or otherwiseentity assisting in its performance pursuant to this Agreement.

Limitation of Liability; Indemnification. 1. Disclaimer of Liability and Consequential Damages. CUSTODIAN SHALL NOT BE LIABLE FOR ANY ACTION TAKEN OR OMITTED BY IT IN GOOD FAITH UNLESS AS A RESULT OF ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN EACH CASE AS DETERMINED BY A COURT OF COMPETENT JURISDICTION, AND ITS SOLE RESPONSIBILITY SHALL BE FOR THE HOLDING AND DISBURSEMENT OF THE CUSTODIAL PROPERTY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, SHALL HAVE NO EVENT IMPLIED DUTIES OR OBLIGATIONS AND SHALL CLIENT NOT BE CHARGED WITH KNOWLEDGE OR NOTICE OF ANY FACT OR CIRCUMSTANCE NOT SPECIFICALLY SET FORTH HEREIN, ACCOUNT HOLDER HEREBY ACKNOWLEDGES AND AGREES, NOTWITHSTANDING ANYTHING TO THE CALOSBA CONTRARY CONTAINED IN THIS AGREEMENT, PRIME TRUST WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE CONTRACTOR OR ANY OF ITS AGENTS OR REPRESENTATIVES ACCOUNT HOLDER FOR ANY CONSEQUENTIAL, INCIDENTAL, CONSEQUENTIAL SPECIAL, OR SPECIAL DAMAGESEXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO ANY INVESTMENT OR TRANSACTION OCCURRING UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, LOST PROFITS OR LOSS OF BUSINESS, EVEN IF PRIME TRUST HAS BEEN ADVISED OF THE LIKELIHOOD OF SUCH LOSS OR DAMAGE AND REGARDLESS OF THE FORM OF ACTION. THIS INCLUDES ANY LOSSES OR PROBLEMS OF ANY TYPE RESULTING FROM INCIDENTS OUTSIDE OF OUR DIRECT CONTROL, INCLUDING BUT NOT LIMITED TO ERRORS, HACKS, THEFT OR ACTIONS OF ISSUERS, TRANSFER AGENTS, SMART CONTRACTS, BLOCKCHAINS AND INTERMEDIARIES OF ALL TYPES. 2. Cap on Liability. ACCOUNT HOLDER HEREBY ACKNOWLEDGES AND AGREES UNDER NO CIRCUMSTANCES WILL PRIME TRUST‘S TOTAL LIABILITY OF ANY LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL DAMAGES, AND ALL KINDS ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORM AND REGARDLESS OF WHETHER ANY ACTION OR ANY OTHER DOCUMENTS OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITHCLAIM IS BASED ON CONTRACT, TORT, OR ANY BREACH OTHERWISE, EXCEED THE TOTAL AMOUNT OF ANY OBLIGATION FEES PAID, IF ANY, BY ACCOUNT HOLDER TO PRIME TRUST UNDER THIS AGREEMENT OR ANY OTHER DOCUMENTS OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH, AND CLIENT SHALL NOT BE LIABLE DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE CONTRACTOR FOR ANY LOSSES OR DAMAGES ARISING FROM CONTRACTOR’S PROVISION OR SERVICES TO, OR ANY ACTION BY, ANY RECIPIENT OF CONTRACTOR’S SERVICES. EVEN IF CLIENT OR THE CALOSBA HAS BEEN ADVISED OCCURRENCE OF THE POSSIBILITY OF EVENT GIVING RISE TO SUCH DAMAGES, THE FOREGOING LIMITATION OF LIABILITY SHALL REMAIN IN FULL FORCE AND EFFECT REGARDLESS OF WHETHER THE CONTRACTOR’S REMEDIES HEREUNDER ARE DETERMINED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. Contractor hereby indemnifies, defends and holds harmless Client, and its current and future affiliates and their respective shareholders, officers, directors, employees, successors and assigns, from and against any and all claims, demands, actions, suits, proceedings, losses, liabilities, penalties, interest, fines, damages, costs or expenses, including reasonable attorneys’ fees and witness fees (collectively, “Claims and Losses”), to the extent resulting from or arising in connection with the Services and any third party claims of any kind, whether based upon negligence, strict liability or otherwiseLIABILITY.

Limitation of Liability; Indemnification. IN NO EVENT SHALL CLIENT OR THE CALOSBA BE LIABLE (a) NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRACTOR OR ANY OF ITS AGENTS OR REPRESENTATIVES FOR ANY INCIDENTALCONTRARY, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL DAMAGES, ARISING OUT OF THIS AGREEMENT OR ANY OTHER DOCUMENTS OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH, OR ANY BREACH OF ANY OBLIGATION UNDER THIS AGREEMENT OR ANY OTHER DOCUMENTS OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH, AND CLIENT BUYER AGREES THAT SELLER SHALL NOT BE LIABLE TO THE CONTRACTOR BUYER FOR ANY LOSSES DELAY IN PERFORMANCE NOR SHALL SELLER'S LIABILITY INCLUDE INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING FROM CONTRACTOR’S PROVISION WHETHER OR SERVICES TO, OR ANY ACTION BY, ANY RECIPIENT OF CONTRACTOR’S SERVICES. EVEN IF CLIENT OR THE CALOSBA NOT SELLER HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGESCLAIM INCLUDING, WITHOUT LIMITATION, LOSS OF TIME, OR LOSS OF ANTICIPATED PROFITS OR REVENUE. THE FOREGOING LIMITATION SOLE AND EXCLUSIVE REMEDY FOR BREACH OF LIABILITY WARRANTY HEREUNDER SHALL REMAIN BE LIMITED TO RE-PERFORM THE SERVICES, REPAIR, OR REPLACEMENT OF THE GOODS, AT THE ELECTION OF THE SELLER. IN FULL FORCE AND EFFECT NO EVENT, REGARDLESS OF THE FORM OF THE CLAIM OR CAUSE OF ACTION (WHETHER BASED IN CONTRACT, INFRINGEMENT, NEGLIGENCE, STRICT LIABILITY, OTHER TORT OR OTHERWISE), SHALL SELLER’S LIABILITY TO BUYER AND/OR BUYER’S CUSTOMERS EXCEED THE CONTRACTOR’S REMEDIES HEREUNDER ARE DETERMINED PRICE OR FEES PAID TO HAVE FAILED SELLER FOR THE SPECIFIC GOODS OR SERVICES PROVIDED BY SELLER GIVING RISE TO THE CLAIM OR CAUSE OF THEIR ESSENTIAL PURPOSE. Contractor ACTION. (b) Xxxxx hereby indemnifies, defends agrees to indemnify and holds hold Seller harmless Client, and its current and future affiliates and their respective shareholders, officers, directors, employees, successors and assigns, from and against any and all penalties, claims, demands, actionslosses, causes of action, suits, proceedings, losses, liabilities, penalties, interest, fines, damagesjudgments, costs or and expenses, including reasonable attorneys’ ' and paralegals' fees arising from or in connection with: (i) the failure of Buyer to keep, perform and witness fees observe its obligations hereunder; (collectivelyii) any injury, sickness or death of a person other than any employee, contractor, subcontractor, agent of or other person acting on behalf of or otherwise engaged by Xxxxxx (a “Claims and LossesSeller Representative”), ) or damage to property to the extent resulting from not caused by the negligent act or arising in connection omission of a Seller Representative; (iii) any injury, sickness or death of a Seller Representative not caused by the negligent act or omission of a Seller Representative; (iv) the failure of Buyer to comply with and observe all present and future laws, orders, codes, regulations, ordinances, rules and decrees of each governmental agency or instrumentality which may be applicable to the Services and Goods or Buyer’s business; (v) any actual or alleged infringement of any third party claims of any kindparty's intellectual property rights to the extent arising from designs, whether based upon negligencedesign information, strict liability specifications, processes or otherwiseformulas supplied by Buyer; and (vi) specifications, design information, processes or other information or representation supplied or made by Buyer which proves to be inaccurate or which was not supplied by Buyer but should have been under the circumstances.

Limitation of Liability; Indemnification. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES AND RELATED DOCUMENTATION ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND RELATING TO THE SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. WE MAKE NO REPRESENTATION OR WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. ANY DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS OBTAINED AT YOUR OWN DISCRETION AND RISK, AND WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR ACCESS DEVICE OR ANY LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH DATA, WHETHER DUE TO ANY COMPUTER VIRUS OR OTHERWISE. WE MAKE NO REPRESENTATION OR WARRANTY AS TO THE COMPLETENESS, ACCURACY, OR RELIABILITY, OF ANY THIRD PARTY INFORMATION OR DATA THAT YOU OBTAIN THROUGH THE USE OF THE SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM YOUR USE OF THE SERVICES WILL CREATE ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY STATED IN NO EVENT SHALL CLIENT THESE TERMS. UNLESS OTHERWISE STATED IN THIS AGREEMENT OR THE CALOSBA BY LAW, YOU AGREE THAT NEITHER WE NOR ANY OF OUR OFFICERS, VOLUNTEERS, DIRECTORS, EMPLOYEES, MEMBERS, AFFILIATES, AGENTS, LICENSORS OR THIRD PARTY SERVICE PROVIDERS WILL BE LIABLE TO THE CONTRACTOR YOU OR ANY OF ITS AGENTS OR REPRESENTATIVES THIRD PARTY FOR ANY HARM, INJURIES OR CLAIMS, OR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR SPECIAL EXEMPLARY DAMAGES, INCLUDING INCLUDING, BUT NOT LIMITED TO ANY LOST TO, DAMAGES FOR LOSS OF PROFITS, LOST SAVINGSGOODWILL, USE, DATA OR OTHER INCIDENTAL DAMAGESINTANGIBLE LOSSES, ARISING OUT OF THIS AGREEMENT OR ANY OTHER DOCUMENTS OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH, OR ANY BREACH OF ANY OBLIGATION UNDER THIS AGREEMENT OR ANY OTHER DOCUMENTS OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH, AND CLIENT SHALL NOT BE LIABLE TO THE CONTRACTOR FOR ANY LOSSES OR DAMAGES ARISING FROM CONTRACTOR’S PROVISION OR SERVICES TO, OR ANY ACTION BY, ANY RECIPIENT OF CONTRACTOR’S SERVICES. EVEN IF CLIENT OR THE CALOSBA HAS WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, RESULTING OR ARISING IN ANY WAY IN WHOLE OR IN PART FROM (a) THE USE OF OR THE INABILITY TO USE THE SERVICES, (b) UNAUTHORIZED ACCESS TO OR ALTERATION OR LOSS OF YOUR TRANSMISSIONS OR DATA, (c) STATEMENTS OR CONDUCT OF ANY OTHER PERSON USING OR ACCESSING THE SERVICES, (d) ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS OR LINE OR SYSTEM FAILURE, OR (e) ANY OTHER MATTER WHATSOEVER RELATING TO THE SERVICES OR YOUR USE THEREOF. TO FULLEST EXTENT ALLOWED BY LAW, YOU AGREE TO INDEMNIFY, HOLD HARMLESS AND DEFEND US, OUR OFFICERS, VOLUNTEERS, DIRECTORS, EMPLOYEES, MEMBERS, SUBSIDIARIES, AFFILIATES, AGENTS, LICENSORS AND SERVICE PROVIDERS FROM AND AGAINST ANY AND ALL THIRD PARTY CLAIMS, LIABILITY, DAMAGES, EXPENSES AND COSTS (INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEYS’ FEES) CAUSED BY, RELATED TO, OR ARISING FROM YOUR USE OF THE FOREGOING LIMITATION SERVICES, OR THE USE OF LIABILITY THE SERVICES BY ANY OF YOUR JOINT ACCOUNTHOLDERS, AUTHORIZED USERS, OR ANY OTHER PERSON WHO YOU HAVE PERMITTED TO USE THE SERVICES, YOUR BREACH OF THIS AGREEMENT, YOUR INFRINGEMENT, MISUSE OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY OR OTHER RIGHT OF ANY PERSON OR ENTITY, AND/OR YOUR COMMISSION OF FRAUD OR ANY OTHER UNLAWFUL ACTIVITY OR CONDUCT. THE PROVISIONS OF THIS SECTION SHALL REMAIN IN FULL FORCE AND EFFECT REGARDLESS SURVIVE REVOCATION OF WHETHER ANY LICENSE AND/OR THE CONTRACTOR’S REMEDIES HEREUNDER ARE DETERMINED TO HAVE FAILED TERMINATION OF THEIR ESSENTIAL PURPOSE. Contractor hereby indemnifies, defends and holds harmless Client, and its current and future affiliates and their respective shareholders, officers, directors, employees, successors and assigns, from and against any and all claims, demands, actions, suits, proceedings, losses, liabilities, penalties, interest, fines, damages, costs or expenses, including reasonable attorneys’ fees and witness fees (collectively, “Claims and Losses”), to the extent resulting from or arising in connection with the Services and any third party claims of any kind, whether based upon negligence, strict liability or otherwiseTHIS AGREEMENT.

Limitation of Liability; Indemnification. IN NO EVENT SHALL CLIENT OR THE CALOSBA WILL CAMBIA GROVE BE LIABLE TO ANY MEMBER OR THIRD PARTY UNDER THIS AGREEMENT FOR THE CONTRACTOR COST OF PROCURING SUBSTITUTE GOODS OR ANY SERVICES, LOST PROFITS, LOST REVENUE, LOST SALES, LOSS OF ITS AGENTS USE, LOSS OF DATA OR REPRESENTATIVES FOR ANY INCIDENTAL, CONSEQUENTIAL CONSEQUENTIAL, DIRECT, INDIRECT, PUNITIVE, OR SPECIAL DAMAGES, INCLUDING BUT WHETHER OR NOT LIMITED TO ANY LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL DAMAGES, ARISING OUT OF THIS AGREEMENT OR ANY OTHER DOCUMENTS OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH, OR ANY BREACH OF ANY OBLIGATION UNDER THIS AGREEMENT OR ANY OTHER DOCUMENTS OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH, AND CLIENT SHALL NOT BE LIABLE TO THE CONTRACTOR FOR ANY LOSSES OR DAMAGES ARISING FROM CONTRACTOR’S PROVISION OR SERVICES TO, OR ANY ACTION BY, ANY RECIPIENT OF CONTRACTOR’S SERVICES. EVEN IF CLIENT OR THE CALOSBA HAS BEEN ADVISED SUCH PARTY HAD ADVANCE NOTICE OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES. THE AGGREGATE LIABILITY OF CAMBIA GROVE, ITS SUBSIDIARIES, AFFILIATES, EMPLOYEES, AGENTS, OR CONTRACTORS, INCLUDING WITHOUT LIMITATION ANY LIABILITY FOR DAMAGES CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION, CLAIMS OR DAMAGES, SHALL NOT EXCEED THE FOREGOING LIMITATION MEMBERSHIP FEES PAID BY THE MEMBER TO CAMBIA GROVE IN THE 12 MONTHS PRIOR TO THE CLAIMED INJURY OR DAMAGE. MEMBER AGREES TO INDEMNIFY, DEFEND, AND HOLD HARMLESS CAMBIA GROVE, ITS AFFILIATES, AND THEIR RESPECTIVE EMPLOYEES, CONTRACTORS, AGENTS, OFFICERS, AND DIRECTORS FROM AND AGAINST ANY LOSS, LIABILITY, CLAIM, DEMAND, DAMAGES, COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEY’S FEES, ARISING OUT OF LIABILITY SHALL REMAIN OR IN FULL FORCE CONNECTION WITH MEMBER’S MEMBERSHIP OR MEMBER’S USE OF OR ATTENDANCE AT CAMBIA GROVE AND EFFECT REGARDLESS ITS SERVICES OR ACTIVITIES WHETHER OR NOT OCCURING AT CAMBIA GROVE-OWNED FACILITIES , DAMAGE TO PERSONAL PROPERTY OF WHETHER CAMBIA GROVE, ITS GUESTS AND MEMBERS OF CAMBIA GROVE, OR ANY VIOLATION OF APPLICABLE LAW, OR THE CONTRACTOR’S REMEDIES HEREUNDER ARE DETERMINED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. Contractor hereby indemnifies, defends and holds harmless Client, and its current and future affiliates and their respective shareholders, officers, directors, employees, successors and assigns, from and against any and all claims, demands, actions, suits, proceedings, losses, liabilities, penalties, interest, fines, damages, costs or expenses, including reasonable attorneys’ fees and witness fees (collectively, “Claims and Losses”), to the extent resulting from or arising in connection with the Services and any third party claims of any kind, whether based upon negligence, strict liability or otherwiseRULES.

Limitation of Liability; Indemnification. A. NOTWITHSTANDING ANY OTHER PROVISION IN THIS CONTRACT, AND IRRESPECTIVE OF ANY FAULT, NEGLIGENCE OR GROSS NEGLIGENCE OF ANY KIND, IN NO EVENT SHALL CLIENT OR THE CALOSBA BE LIABLE TO THE CONTRACTOR EITHER PARTY OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS OR REPRESENTATIVES BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, CONSEQUENTIAL INDIRECT, RELIANCE OR SPECIAL (INCLUDING PUNITIVE) DAMAGES, INCLUDING INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, LOSS OF BUSINESS OPPORTUNITY OR THE COSTS ASSOCIATED WITH THE USE OF RESTORATION FACILITIES RESULTING FROM ITS FAILURE TO ANY LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL DAMAGES, ARISING OUT PERFORM PURSUANT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT CONTRACT. B. EXCEPT AS SET FORTH BELOW IN THE LAST TWO SENTENCES OF THIS ARTICLE 23(B), THE SELLER'S MAXIMUM AGGREGATE LIABILITY, WHETHER IN TORT, CONTRACT OR ANY OTHER DOCUMENTS OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITHOTHERWISE CLAIMS RELATING TO SYSTEM UPGRADES, OR ANY BREACH OF ANY OBLIGATION UNDER THIS AGREEMENT OR ANY OTHER DOCUMENTS OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH, AND CLIENT SHALL NOT BE LIABLE TO EXCEED THE CONTRACTOR FOR ANY LOSSES OR DAMAGES ARISING FROM CONTRACTOR’S PROVISION OR SERVICES TO, OR ANY ACTION BY, ANY RECIPIENT OF CONTRACTOR’S SERVICESINITIAL CONTRACT PRICE. EVEN IF CLIENT OR THE CALOSBA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, THE FOREGOING LIMITATION OF LIABILITY SHALL REMAIN IN FULL FORCE NOT APPLY TO CLAIMS UNDER ARTICLES 19(A) AND EFFECT REGARDLESS OF WHETHER THE CONTRACTOR’S REMEDIES HEREUNDER ARE DETERMINED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. Contractor hereby indemnifies23(C). C. Seller, defends at its expense, shall defend, indemnify and holds hold harmless ClientPurchaser, its agents, sub-contractors and its current and future affiliates and their respective shareholders, officers, directors, employees, successors and assigns, from and employees against any and all claims, demands, actionsand judgments for losses due to any act or omission, suitsarising out of, proceedingsor in connection with this Contract or, lossesprior to risk of loss passing to Purchaser, liabilities, penalties, interest, fines, damages, costs or expenses, including reasonable attorneys’ fees the operation and witness fees (collectively, “Claims and Losses”)maintenance of the System, to the extent resulting from such losses were caused by the negligence or willful misconduct of the Seller, its sub-contractors, employees or agents. The defense, indemnification and save harmless obligation is specifically conditioned on the following: (i) Purchaser providing prompt notification in writing of any such claim or demand when it obtains Actual Knowledge thereof, unless such failure shall not have materially impaired Seller's ability to defend against such claim; (ii) Seller having control of the defense of any such action, claim or demand and of all negotiations for its settlement or compromise and shall reasonably prosecute such defense; and (iii) Purchaser cooperating, at Seller's expense, in a reasonable way to facilitate the defense of such claim or demand or the negotiations for its settlement. D. Purchaser, at its expense, shall defend, indemnify and hold harmless Seller, its agents, sub-contractors and employees against any and all claims, demands, and judgments for losses due to any act or omission, arising out of, or in connection with this Contract or, after risk of loss passes to Purchaser, the Services operation or maintenance of the System, to the extent such losses were caused by the negligence or willful misconduct of the Purchaser, its sub-contractors, employees or agents (other than Seller). The defense, indemnification and any third party claims save harmless obligation is specifically conditioned on the following (i) Seller providing prompt notification in writing of any kindsuch claim or demand when it obtains Actual Knowledge thereof, whether based upon negligenceunless such failure shall not have materially impaired Purchaser's ability to defend against such claim and shall reasonably prosecute such defense; (ii) Purchaser having control of the defense of any such action, strict liability claim or otherwisedemand and of all negotiations for its settlement or compromise; and (iii) Seller cooperating, at Purchaser's expense, in a reasonable way to facilitate the defense of such claim or demand or the negotiations for its settlement.

Limitation of Liability; Indemnification. IN NO EVENT SHALL CLIENT OR THE CALOSBA UNLESS OTHERWISE REQUIRED BY LAW, YOU AGREE THAT PURDUE FEDERAL, ITS LICENSORS AND SUPPLIERS, PARTNERS, AND YOUR CARRIER TO YOU WILL NOT BE LIABLE TO THE CONTRACTOR OR ANY OF ITS AGENTS OR REPRESENTATIVES FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL CONSEQUENTIAL, EXEMPLARY, COST OF COVER, PUNITIVE OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, LOST SAVINGSGOODWILL, USE, DATA, OR OTHER INCIDENTAL DAMAGESINTANGIBLE LOSSES HOWEVER CAUSED AND REGARDLESS OF THE FORM OF THE ACTION OR THEORY OF RECOVERY, ARISING OUT OF THIS AGREEMENT OR ANY OTHER DOCUMENTS OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITHEVEN IF PURDUE FEDERAL, ITS LICENSORS AND SUPPLIERS, PARTNERS, OR ANY BREACH OF ANY OBLIGATION UNDER THIS AGREEMENT OR ANY OTHER DOCUMENTS OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH, AND CLIENT SHALL NOT BE LIABLE TO THE CONTRACTOR FOR ANY LOSSES OR DAMAGES ARISING FROM CONTRACTOR’S PROVISION OR SERVICES TO, OR ANY ACTION BY, ANY RECIPIENT OF CONTRACTOR’S SERVICES. EVEN IF CLIENT OR THE CALOSBA HAS YOUR CARRIER HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH THOSE DAMAGES ARISING IN ANY WAY OUT OF THE INSTALLATION, USE, THE UNAVAILABILITY OF, OR MAINTENANCE OF DIGITAL BANKING AND/OR THE SERVICES. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE FOREGOING ABOVE LIMITATION MAY NOT APPLY TO YOU. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THESE TERMS, THE MAXIMUM TOTAL LIABILITY OF PURDUE FEDERAL, ITS LICENSORS AND SUPPLIERS, PARTNERS, AND YOUR CARRIER TO YOU FOR ANY CLAIM RELATED TO DIGITAL BANKING, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS $10. EACH PROVISION OF THIS DBSA THAT PROVIDES FOR A LIMITATION OF LIABILITY SHALL REMAIN LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THIS DBSA BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS DBSA. THE LIMITATIONS IN FULL FORCE AND EFFECT REGARDLESS THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF WHETHER THE CONTRACTOR’S REMEDIES HEREUNDER ARE DETERMINED TO HAVE FAILED OF THEIR ITS ESSENTIAL PURPOSE. Contractor hereby indemnifiesYou will defend, defends indemnify and holds harmless Clienthold Purdue Federal, its affiliates, directors, officers, agents, employees, and its current licensors, suppliers, and future affiliates and their respective shareholders, officers, directors, employees, successors and assigns, publishers harmless from and against any and all claims, demands, actions, suits, proceedings, losses, liabilities, penalties, interest, finescosts, damages, costs or expenses, including reasonable attorneys’ fees and witness fees (collectivelyliability caused by your use of Digital Banking, “Claims and Losses”)your violation of these terms, to the extent resulting from or arising in connection with the Services and your violation of any rights of a third party claims through use of any kind, whether based upon negligence, strict liability or otherwiseDigital Banking.

Limitation of Liability; Indemnification. IN NO EVENT a. The Service Provider shall indemnify and hold harmless the Company, its affiliates, and its respective officers, directors, agents and employees from any and all claims, demands, losses, causes of action, damage, lawsuits, judgments, including attorneys’ fees and costs, arising out of, or relating to, the Service Provider’s services, the Service Provider or its agents or employees under this Agreement. The Company shall indemnify and hold harmless the Service Provider, its affiliates, and its respective officers, directors, agents and employees from any and all claims, demands, losses, causes of action, damage, lawsuits, judgments, including attorneys’ fees and costs, arising out of, or relating to, the Company’s or its agents’ or employees’ actions or omissions in connection with this Agreement. b. EXCEPT WITH RESPECT TO THE PARTIES’ INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL CLIENT OR THE CALOSBA BE LIABLE TO THE CONTRACTOR OR ANY OF ITS AGENTS OR REPRESENTATIVES OTHER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, LOST SAVINGSPUNITIVE, OR OTHER INCIDENTAL DAMAGES, ARISING OUT OF THIS AGREEMENT OR ANY OTHER DOCUMENTS OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH, OR ANY BREACH OF ANY OBLIGATION UNDER THIS AGREEMENT OR ANY OTHER DOCUMENTS OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH, AND CLIENT SHALL NOT BE LIABLE TO THE CONTRACTOR FOR ANY LOSSES OR CONSEQUENTIAL DAMAGES ARISING FROM CONTRACTOR’S PROVISION OR SERVICES TORELATED TO THIS AGREEMENT, INCLUDING BODILY INJURY, DEATH, LOSS OF REVENUE, OR PROFITS OR OTHER BENEFITS, AND CLAIMS BY ANY ACTION BYTHIRD PARTY, ANY RECIPIENT OF CONTRACTOR’S SERVICES. EVEN IF CLIENT OR THE CALOSBA HAS PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, . THE FOREGOING LIMITATION APPLIES TO ALL CAUSES OF LIABILITY SHALL REMAIN ACTION IN FULL FORCE THE AGGREGATE, INCLUDING WITHOUT LIMITATION TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, AND EFFECT REGARDLESS OTHER TORTS. c. THE WARRANTIES CONTAINED HEREIN ARE THE ONLY WARRANTIES MADE BY THE PARTIES HERE-UNDER. EACH PARTY MAKES NO OTHER WARRANTY, WHETHER EXPRESS OR IMPLIED, AND EXPRESSLY EXCLUDES AND DISCLAIMS ALL OTHER WARRANTIES AND REPRESENTATIONS OF WHETHER ANY KIND, INCLUDING ANY WARRANTIES OF MERCHANT ABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THE CONTRACTOR’S REMEDIES HEREUNDER ARE DETERMINED TO HAVE FAILED COMPANY DOES NOT PROVIDE ANY WARRANTY THAT OPERATION OF THEIR ESSENTIAL PURPOSEANY SERVICES HERE-UNDER WILL BE UNINTERRUPTED OR ERROR-FREE. Contractor hereby indemnifies, defends and holds harmless Client, and its current and future affiliates and their respective shareholders, officers, directors, employees, successors and assigns, from and against any and all claims, demands, actions, suits, proceedings, losses, liabilities, penalties, interest, fines, damages, costs or expenses, including reasonable attorneys’ fees and witness fees (collectively, “Claims and Losses”), to the extent resulting from or arising in connection with the Services and any third party claims of any kind, whether based upon negligence, strict liability or otherwise.Initials Company _ Initials Service Provider

Limitation of Liability; Indemnification. EQUINOX MEDIA’S SOLE LIABILITY, AND CUSTOMER’S EXCLUSIVE REMEDY, IN CONNECTION WITH THE SALE OR USE OF PRODUCTS AND SERVICES SOLD HEREUNDER, REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY, WILL BE STRICTLY LIMITED TO EQUINOX MEDIA’S OBLIGATIONS AS SPECIFICALLY AND EXPRESSLY PROVIDED HEREIN. IN NO EVENT SHALL CLIENT WILL EQUINOX MEDIA HAVE ANY LIABILITY TO CUSTOMER ARISING OUT OF OR IN CONNECTION WITH THE SALE OR USE OF THE PRODUCTS AND SERVICES SOLD HEREUNDER OR THE CALOSBA TRANSACTIONS CONTEMPLATED HEREBY, IN AN AMOUNT IN EXCESS OF, AND EQUINOX MEDIA’S LIABILITY WILL BE LIABLE STRICTLY LIMITED TO, AMOUNT(S) ACTUALLY RECEIVED BY EQUINOX MEDIA FROM CUSTOMER FOR THE PRODUCTS AND SERVICES THAT GIVE RISE TO THE CONTRACTOR LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL EQUINOX MEDIA HAVE ANY LIABILITY, OBLIGATION OR RESPONSIBILITY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, LOSS OF USE OR DATA, LOSS OR DIMINUTION IN VALUE OF ASSETS OR SECURITIES, DAMAGES FOR BUSINESS INTERRUPTION OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR IN ANY WAY RELATING TO CUSTOMER’S OR ITS AGENTS END USERS’ ACCESS TO OR REPRESENTATIVES FOR ANY INCIDENTALUSE OF, CONSEQUENTIAL OR SPECIAL DAMAGESCUSTOMERS OR ITS END USERS’ INABILITY TO ACCESS OR USE, THE PRODUCTS OR SERVICES, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITSDAMAGE TO PROPERTY OR INJURY TO PERSONS, LOST SAVINGS, OR OTHER INCIDENTAL DAMAGES, ARISING OUT OF THIS AGREEMENT OR ANY OTHER DOCUMENTS OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH, OR ANY BREACH OF ANY OBLIGATION UNDER THIS AGREEMENT OR ANY OTHER DOCUMENTS OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH, AND CLIENT SHALL NOT BE LIABLE TO THE CONTRACTOR FOR ANY LOSSES OR DAMAGES ARISING FROM CONTRACTOR’S PROVISION OR SERVICES TO, OR ANY ACTION BY, ANY RECIPIENT OF CONTRACTOR’S SERVICES. EVEN IF CLIENT OR THE CALOSBA EQUINOX MEDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, THE FOREGOING LIMITATION OF LIABILITY SHALL REMAIN IN FULL FORCE AND EFFECT REGARDLESS OF WHETHER THE CONTRACTOR’S REMEDIES HEREUNDER ARE DETERMINED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. Contractor hereby indemnifies, defends Customer acknowledges that no guarantees or assurances have been made as to results that may be obtained from the use of the Products and holds harmless ClientServices whether used singly or in combination with other products or services. Customer acknowledges that it does not rely on, and waives any claim relating to, any recommendation or instruction given to Customer by Equinox Media or any of its current representatives regarding the specifications, storage, handling, maintenance or use of Products and Services, which recommendation or instruction is followed or acted upon entirely at Customer’s own risk. Customer acknowledges that it is purchasing Products and Services to be used by its own End Users. To the fullest extent permitted by applicable law, Equinox Media will not be liable to these End Users, and Customer agrees to indemnify, defend and hold harmless Equinox Media and its affiliates (including without limitation Equinox Holdings, Inc. and SoulCycle Inc.), and each of their respective past, present and future affiliates and their respective shareholdersemployees, officers, directors, employeescontractors, consultants, equityholders, suppliers, vendors, service providers, licensors, parent companies, subsidiaries, agents, representatives, predecessors, successors and assigns, from and against assigns for any and all claims, demands, actions, suits, proceedings, losses, liabilities, penalties, interest, finesobligations, damages, injuries, costs and expenses whatsoever suffered, incurred or expenses, including reasonable attorneys’ fees and witness fees (collectively, “Claims and Losses”), to the extent resulting from or otherwise arising in connection with Customer’s or its End Users’ use of the Services Products or Services, including but not limited to damages to property or personal injury, or any breach of this Agreement (including any Order and the Additional Terms) by Customer or any third party claims of any kindits End Users. There are inherent risks in the use of exercise equipment, whether based upon negligence, strict liability or otherwiseand all End Users’ use of the Products is at their own risk.

Limitation of Liability; Indemnification. IN NO EVENT SHALL CLIENT OR THE CALOSBA BE LIABLE (a) NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRACTOR OR ANY OF ITS AGENTS OR REPRESENTATIVES FOR ANY INCIDENTALCONTRARY, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL DAMAGES, ARISING OUT OF THIS AGREEMENT OR ANY OTHER DOCUMENTS OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH, OR ANY BREACH OF ANY OBLIGATION UNDER THIS AGREEMENT OR ANY OTHER DOCUMENTS OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH, AND CLIENT BUYER AGREES THAT MIDWEST VALVE SERVICES SHALL NOT BE LIABLE TO THE CONTRACTOR BUYER FOR ANY LOSSES DELAY IN PERFORMANCE NOR SHALL MIDWEST VALVE SERVICES'S LIABILITY INCLUDE INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING FROM CONTRACTOR’S PROVISION WHETHER OR NOT MIDWEST VALVE SERVICES TO, OR ANY ACTION BY, ANY RECIPIENT OF CONTRACTOR’S SERVICES. EVEN IF CLIENT OR THE CALOSBA HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGESCLAIM INCLUDING, THE FOREGOING LIMITATION WITHOUT LIMITATION, LOSS OF LIABILITY SHALL REMAIN TIME, OR LOSS OF ANTICIPATED PROFITS OR REVENUE. IN FULL FORCE AND EFFECT NO EVENT, REGARDLESS OF THE FORM OF THE CLAIM OR CAUSE OF ACTION (WHETHER BASED IN CONTRACT, INFRINGEMENT, NEGLIGENCE, STRICT LIABILITY, OTHER TORT OR OTHERWISE), SHALL MIDWEST VALVE SERVICES’S LIABILITY TO BUYER AND/OR ITS CUSTOMERS EXCEED THE CONTRACTOR’S REMEDIES HEREUNDER ARE DETERMINED PRICE TO HAVE FAILED BUYER OF THEIR ESSENTIAL PURPOSE. Contractor THE SPECIFIC GOODS MANUFACTURED OR SERVICES PROVIDED BY MIDWEST VALVE SERVICES GIVING RISE TO THE CLAIM OR CAUSE OF ACTION. (b) Buyer hereby indemnifies, defends agrees to indemnify and holds hold Midwest Valve Services harmless Client, and its current and future affiliates and their respective shareholders, officers, directors, employees, successors and assigns, from and against any and all penalties, claims, demands, actionslosses, causes of action, suits, proceedings, losses, liabilities, penalties, interest, fines, damagesjudgments, costs or and expenses, including reasonable attorneys’ ' and paralegals' fees arising from or in connection with (i) the failure of Buyer to keep, perform and witness fees observe its obligations hereunder; (collectivelyii) any injury, sickness or death of a person other than any employee, contractor, subcontractor, agent of or other person acting on behalf of or otherwise engaged by Midwest Valve Services (a “Claims and LossesMidwest Valve Services Representative”), ) or damage to property to the extent resulting from not caused by the negligent act or arising in connection omission of a Midwest Valve Services Representative; (iii) any injury, sickness or death of a Midwest Valve Services Representative not caused by the negligent act or omission of a Midwest Valve Services Representative; (iv) the failure of Buyer to comply with and observe all present and future laws, orders, codes, regulations, ordinances, rules and decrees of each governmental agency or instrumentality which may be applicable to the Services and Goods or Buyer’s business; (v) any actual or alleged infringement of any third party claims of any kindparty's intellectual property rights to the extent arising from designs, whether based upon negligencedesign information, strict liability specifications, processes or otherwiseformulas supplied by Buyer; and (vi) specifications, design information, processes or other information or representation supplied or made by Buyer which proves to be inaccurate or which was not supplied by Buyer but should have been under the circumstances.

Limitation of Liability; Indemnification. Each party to this Agreement agrees to indemnify and hold harmless the other party and its respective officers, directors, partners, employees, shareholders, and affiliates from any claim, damage, loss, or reasonable expense, including reasonable attorney’s fees resulting from the bodily injury or property damage caused by an occurrence and arising out of the ownership, maintenance, or use of the Aircraft which results from the gross negligence or willful misconduct of such party, provided that neither party shall be liable for any such loss to the extent such loss: (a) is covered by the insurance policies described in Sections 12 and 13; (b) is covered by such policies but the amount of such loss exceeds the policy limits; or (c) consists of expense incurred in connection with any loss covered, in whole or in part, by such policies but such expenses are not payable under such policies. EACH PARTY AGREES THAT (A) THE PROCEEDS OF INSURANCE TO WHICH IT IS ENTITLED, (B) ITS RIGHTS TO INDEMNIFICATION FROM THE OTHER PARTY UNDER THIS SECTION, AND (C) ITS RIGHT TO DIRECT DAMAGES ARISING IN NO EVENT SHALL CLIENT OR CONTRACT FROM A MATERIAL BREACH OF THE CALOSBA BE LIABLE TO OTHER PARTY’S OBLIGATIONS UNDER THIS AGREEMENT ARE THE CONTRACTOR OR ANY OF ITS AGENTS OR REPRESENTATIVES SOLE REMEDIES FOR ANY INCIDENTALDAMAGE, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, LOST SAVINGSLOSS, OR OTHER INCIDENTAL DAMAGES, EXPENSE ARISING OUT OF THIS AGREEMENT OR THE SERVICES PROVIDED HEREUNDER OR CONTEMPLATED HEREBY. EXCEPT AS SET FORTH IN THIS SECTION, EACH PARTY WAIVES ANY OTHER DOCUMENTS OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITHRIGHT TO RECOVER ANY DAMAGE, LOSS, OR ANY BREACH EXPENSE ARISING OUT OF ANY OBLIGATION UNDER THIS AGREEMENT OR ANY OTHER DOCUMENTS THE SERVICES PROVIDED HEREUNDER OR AGREEMENTS ENTERED INTO CONTEMPLATED HEREBY. IN CONNECTION HEREWITH, AND CLIENT NO EVENT SHALL NOT EITHER PARTY BE LIABLE FOR OR HAVE ANY DUTY FOR INDEMNIFICATION OR CONTRIBUTION TO THE CONTRACTOR OTHER PARTY FOR ANY LOSSES OR DAMAGES ARISING FROM CONTRACTOR’S PROVISION OR SERVICES TOCLAIMED INDIRECT, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY ACTION BY, ANY RECIPIENT DAMAGES CONSISTING OF CONTRACTOR’S SERVICES. EVEN IF CLIENT DAMAGES FOR LOSS OF USE OR THE CALOSBA HAS BEEN ADVISED DEPRECIATION OF VALUE OF THE POSSIBILITY AIRCRAFT, LOSS OF SUCH DAMAGES, THE FOREGOING LIMITATION OF LIABILITY SHALL REMAIN IN FULL FORCE AND EFFECT REGARDLESS OF WHETHER THE CONTRACTOR’S REMEDIES HEREUNDER ARE DETERMINED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. Contractor hereby indemnifies, defends and holds harmless Client, and its current and future affiliates and their respective shareholders, officers, directors, employees, successors and assigns, from and against any and all claims, demands, actions, suits, proceedings, losses, liabilities, penalties, interest, fines, damages, costs or expenses, including reasonable attorneys’ fees and witness fees (collectively, “Claims and Losses”), to the extent resulting from or arising in connection with the Services and any third party claims of any kind, whether based upon negligence, strict liability or otherwisePROFIT OR INSURANCE DEDUCTIBLE.

Limitation of Liability; Indemnification. (a) IN NO EVENT SHALL CLIENT OR THE CALOSBA COMPANY BE LIABLE TO THE CONTRACTOR CLIENT OR ITS REPRESENTATIVES OR TO ANY OF ITS AGENTS OR REPRESENTATIVES THIRD PARTY FOR ANY INJURY TO PERSONS OR PROPERTY UNLESS SUCH INJURY IS THE DIRECT RESULT OF COMPANY’S GROSS NEGLIGENCE, NOR SHALL COMPANY BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGESINDIRECT, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITSEXEMPLARY, LOST SAVINGSSPECIAL, OR OTHER INCIDENTAL DAMAGES, PUNITIVE DAMAGES WHETHER ARISING OUT OF THIS AGREEMENT OR ANY OTHER DOCUMENTS OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH, OR ANY BREACH OF ANY OBLIGATION UNDER THIS AGREEMENT AGREEMENT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER DOCUMENTS OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH, AND CLIENT SHALL NOT BE LIABLE TO THE CONTRACTOR FOR ANY LOSSES OR DAMAGES ARISING FROM CONTRACTOR’S PROVISION OR SERVICES TO, OR ANY ACTION BY, ANY RECIPIENT OF CONTRACTOR’S SERVICES. EVEN IF CLIENT OR THE CALOSBA SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FOREGOING LIMITATION FAILURE OF LIABILITY SHALL REMAIN IN FULL FORCE AND EFFECT REGARDLESS ANY AGREED OR OTHER REMEDY OF WHETHER THE CONTRACTOR’S REMEDIES HEREUNDER ARE DETERMINED TO HAVE FAILED OF THEIR ITS ESSENTIAL PURPOSE. (b) IN NO EVENT SHALL COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS (c) CLIENT SHALL INDEMNIFY COMPANY AND ITS OFFICERS, MANAGERS, MEMBERS, EMPLOYEES AND AGENTS FROM ANY LOSS, DAMAGE, COST OR EXPENSE (INCLUDING REASONABLE ATTORNEYS’ FEES) ARISING FROM CLIENT’S OR ITS REPRESENTATIVES’ ACTIONS OR OMISSIONS, AND ANY DAMAGES OR COSTS INCURRED BY COMPANY RELATED TO ANY BREACH OF CLIENT’S REPRESENTATIONS OR OBLIGATIONS HEREUNDER. Contractor hereby indemnifies, defends and holds harmless Client, and its current and future affiliates and their respective shareholders, officers, directors, employees, successors and assigns, from and against any and all claims, demands, actions, suits, proceedings, losses, liabilities, penalties, interest, fines, damages, costs or expenses, including reasonable attorneys’ fees and witness fees (collectively, “Claims and Losses”), to the extent resulting from or arising in connection with the Services and any third party claims of any kind, whether based upon negligence, strict liability or otherwiseTHIS INDEMNITY SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.

Limitation of Liability; Indemnification. IN NO EVENT SHALL CLIENT OR THE CALOSBA BE LIABLE TO THE CONTRACTOR OR ANY OF ITS AGENTS OR REPRESENTATIVES FOR ANY INCIDENTAL(a) Notwithstanding (i) anything in this Agreement to the contrary (other than the express provisions of this Section 6.3) or (ii) Diamondback’s agreement to perform, CONSEQUENTIAL OR SPECIAL DAMAGESor to cause to be performed, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITSthe Services in accordance with the provisions hereof, LOST SAVINGSeach Viper Party acknowledges that performance by any of the Diamondback Entities or any other Person of Services pursuant to this Agreement will not subject such Diamondback Entity, OR OTHER INCIDENTAL DAMAGES, ARISING OUT OF THIS AGREEMENT OR ANY OTHER DOCUMENTS OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH, OR ANY BREACH OF ANY OBLIGATION UNDER THIS AGREEMENT OR ANY OTHER DOCUMENTS OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH, AND CLIENT SHALL NOT BE LIABLE TO THE CONTRACTOR FOR ANY LOSSES OR DAMAGES ARISING FROM CONTRACTOR’S PROVISION OR SERVICES TO, OR ANY ACTION BY, ANY RECIPIENT OF CONTRACTOR’S SERVICES. EVEN IF CLIENT OR THE CALOSBA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, THE FOREGOING LIMITATION OF LIABILITY SHALL REMAIN IN FULL FORCE AND EFFECT REGARDLESS OF WHETHER THE CONTRACTOR’S REMEDIES HEREUNDER ARE DETERMINED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. Contractor hereby indemnifies, defends and holds harmless Client, and its current and future affiliates and their respective shareholdersdirectors, officers, directors, employees, successors attorneys, accountants, consultants, trustees, affiliates, financial advisors and assignsother representatives (each, from and against an “Indemnified Party”) to any and all claims, demands, actions, suits, proceedings, losses, liabilities, penalties, interest, fines, damages, costs Losses whatsoever except for Losses arising as a result of the gross negligence or expenses, including reasonable attorneys’ fees and witness fees (collectively, “Claims and Losses”), to willful misconduct on the extent resulting from or arising part of such Indemnified Party in connection with the Services and provision of Services; provided that if any third party claims of such Losses are covered by any insurance policy of the Viper Entities, the aggregate liability of such Indemnified Party with respect to such Losses will be reduced by the amount recovered by the Viper Entities under such policy in respect of such Losses; provided further that neither this Section 4.4 nor anything else in this Agreement shall serve to limit any liability of any kind, whether based upon individual for that individual’s personal gross negligence, strict liability willful misconduct or otherwisefraudulent conduct or limit any remedy any Viper Entity may have against any individual for that individual’s personal gross negligence or willful misconduct. (b) TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, DIAMONDBACK SHALL INDEMNIFY THE VIPER GROUP FROM AND AGAINST ANY AND ALL LOSSES INCURRED BY THE VIPER GROUP TO THE EXTENT ARISING OUT OF OR IN CONNECTION WITH, ATTRIBUTABLE TO, OR INCIDENTAL TO, ANY ACT OR OMISSION OF ANY DIAMONDBACK ENTITY IN PERFORMANCE OF THE SERVICES THAT CONSTITUTES THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH DIAMONDBACK ENTITY. (c) TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, THE VIPER PARTIES (THEMSELVES AND ON BEHALF OF THE OTHER VIPER ENTITIES) HEREBY RELEASE THE DIAMONDBACK GROUP FROM, AND SHALL INDEMNIFY THE DIAMONDBACK GROUP FROM AND AGAINST, ANY AND ALL LOSSES INCURRED BY THE DIAMONDBACK GROUP OR THE VIPER GROUP ARISING OUT OF OR IN CONNECTION WITH, ATTRIBUTABLE TO, OR INCIDENTAL TO, THE PROVISION OF SERVICES, REGARDLESS IN EACH INSTANCE OF HOW CAUSED, EXCEPT TO THE EXTENT THAT DIAMONDBACK IS REQUIRED TO INDEMNIFY THE VIPER GROUP FROM AND AGAINST SUCH LOSSES UNDER SECTION 6.3(B). TO THE EXTENT THAT A SECONDED EMPLOYEE IS SUBJECT TO LIABILITY OF ANY KIND OR CHARACTER AS A RESULT OF PROVIDING SERVICES (INCLUDING AS AN OFFICER OF VIPER CORP), THE VIPER PARTIES SHALL BE THE INDEMNITOR OF FIRST RESORT WITH RESPECT TO SUCH LIABILITY. (d) OTHER THAN AS SET FORTH IN SECTION 6.1, DIAMONDBACK DISCLAIMS (AND THE VIPER PARTIES HEREBY AGREE THAT THEY ARE NOT RELYING UPON) ANY AND ALL WARRANTIES, CONDITIONS OR REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO SERVICES RENDERED OR PRODUCTS PROCURED FOR ANY VIPER ENTITY OR ANY PART THEREOF, INCLUDING ANY AND ALL IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER ANY DIAMONDBACK ENTITY OR VIPER ENTITY KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE), WHETHER ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, OR BY COURSE OF DEALING. (e) DIAMONDBACK MAKES NO EXPRESS OR IMPLIED WARRANTY, GUARANTY, OR REPRESENTATION (INCLUDING ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR PARTICULAR PURPOSE, SUITABILITY, OR MERCHANTABILITY) REGARDING ANY EQUIPMENT, MATERIALS, SUPPLIES, OR SERVICES ACQUIRED FROM VENDORS, SUPPLIERS, OR SUBCONTRACTORS. THE VIPER PARTIES’ EXCLUSIVE REMEDY WITH RESPECT TO EQUIPMENT, MATERIALS, SUPPLIES, OR SERVICES OBTAINED BY A DIAMONDBACK ENTITY OR FROM VENDORS, SUPPLIERS, OR SUBCONTRACTORS, WHETHER BY AND THROUGH SUCH DIAMONDBACK ENTITY OR ON BEHALF OF A VIPER ENTITY, WILL BE THOSE UNDER THE VENDOR, SUPPLIER, OR SUBCONTRACTOR WARRANTIES, IF ANY, AND DIAMONDBACK’S ONLY OBLIGATION ARISING OUT OF OR IN CONNECTION WITH ANY SUCH WARRANTY OR ANY BREACH THEREOF WILL BE TO USE DILIGENT EFFORTS TO ENFORCE SUCH WARRANTY ON BEHALF OF THE APPLICABLE VIPER ENTITY, AND NO VIPER ENTITY SHALL HAVE ANY OTHER REMEDY AGAINST THE DIAMONDBACK GROUP WITH RESPECT TO EQUIPMENT, MATERIALS, SUPPLIES, OR SERVICES OBTAINED BY ANY DIAMONDBACK ENTITY FROM ITS VENDORS, SUPPLIERS, AND SUBCONTRACTORS. (f) THE PROVISIONS OF THIS SECTION 6.3 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT WITH RESPECT TO ANY INDEMNIFICATION OBLIGATION THAT ARISES FROM SERVICES PROVIDED HEREUNDER OR THE ACTIONS OR OMISSIONS OF THE PARTIES OCCURRING (IN ANY CASE) DURING THE TERM OF THIS AGREEMENT. (g) THE RELEASE, INDEMNITY, AND WAIVER PROVISIONS PROVIDED FOR IN THIS SECTION 4.4 HAVE BEEN EXPRESSLY NEGOTIATED IN EVERY DETAIL, ARE INTENDED TO BE GIVEN FULL AND LITERAL EFFECT, AND SHALL BE APPLICABLE WHETHER OR NOT THE LOSSES IN QUESTION ARISE OR AROSE SOLELY OR IN PART FROM THE ACTIVE, PASSIVE, OR CONCURRENT NEGLIGENCE, STRICT LIABILITY, OR OTHER FAULT OF ANY INDEMNIFIED PARTY OR PERSON. EACH PARTY ACKNOWLEDGES THAT THIS STATEMENT COMPLIES WITH THE EXPRESS NEGLIGENCE RULE AND CONSTITUTES CONSPICUOUS NOTICE. THIS CONSPICUOUS NOTICE IS NOT INTENDED TO PROVIDE OR ALTER THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER. (h) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, NO PARTY NOR ANY MEMBER OF ITS GROUP SHALL BE LIABLE OR RESPONSIBLE TO ANY OTHER PARTY OR ANY MEMBER OF ITS GROUP FOR, AND EACH PARTY EXPRESSLY WAIVES, ANY SPECIAL, INDIRECT, CONSEQUENTIAL (EXCEPT TO THE EXTENT CONSTITUTING DIRECT DAMAGES), EXEMPLARY, OR PUNITIVE DAMAGES OF ANY TYPE, OR, TO THE EXTENT CONSTITUTING ONE OF THE FOREGOING TYPES OF DAMAGES, FOR LOSS OF PROFITS, REVENUES, OR BUSINESS OPPORTUNITY INCURRED BY SUCH PARTY OR ANY MEMBER OF ITS GROUP THAT ARISE OUT OF OR RELATE TO THIS AGREEMENT, REGARDLESS OF WHETHER SUCH CLAIM ARISES UNDER OR RESULTS FROM CONTRACT, TORT, OR STRICT LIABILITY; EXCEPT THAT EACH PARTY EXPRESSLY ACKNOWLEDGES THAT A PARTY MAY BE LIABLE FOR ANY SUCH DAMAGES (BUT NOT PUNITIVE DAMAGES) IN THE EVENT THAT THE OTHER PARTY’S GROUP IS ENTITLED TO INDEMNIFICATION FROM SUCH PARTY AS TO ANY SUCH DAMAGES OWED TO A THIRD PARTY THAT ARISE OUT OF OR ARE ATTRIBUTABLE TO CLAIMS BY SUCH THIRD PARTY.

Limitation of Liability; Indemnification. Each party to this Agreement agrees to indemnify and hold harmless the other party and its respective officers, directors, partners, employees, shareholders, and affiliates from any claim, damage, loss, or expense, including reasonable attorney’s fees, resulting from the bodily injury or property damage caused by an occurrence and arising out of the leasing, maintenance, or use of the Aircraft which results from the gross negligence or willful misconduct of such party; provided however that neither party shall be liable for any such loss to the extent such loss: (a) is covered by the insurance policies described in Sections 12 and 13; (b) is covered by such policies but the amount of such loss exceeds the policy limits; or (c) consists of expense incurred in connection with any loss covered, in whole or in part, by such policies but such expenses are not payable under such policies. EACH PARTY AGREES THAT (A) THE PROCEEDS OF INSURANCE TO WHICH IT IS ENTITLED, (B) ITS RIGHTS TO INDEMNIFICATION FROM THE OTHER PARTY UNDER THIS SECTION, AND (C) ITS RIGHT TO DIRECT DAMAGES ARISING IN NO EVENT SHALL CLIENT OR CONTRACT FROM A MATERIAL BREACH OF THE CALOSBA BE LIABLE TO OTHER PARTY’S OBLIGATIONS UNDER THIS AGREEMENT ARE THE CONTRACTOR OR ANY OF ITS AGENTS OR REPRESENTATIVES SOLE REMEDIES FOR ANY INCIDENTALDAMAGE, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, LOST SAVINGSLOSS, OR OTHER INCIDENTAL DAMAGES, EXPENSE ARISING OUT OF THIS AGREEMENT OR THE SERVICES PROVIDED HEREUNDER OR CONTEMPLATED HEREBY. EXCEPT AS SET FORTH IN THIS SECTION 17, EACH PARTY WAIVES ANY OTHER DOCUMENTS OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITHRIGHT TO RECOVER ANY DAMAGE, LOSS, OR ANY BREACH EXPENSE ARISING OUT OF ANY OBLIGATION UNDER THIS AGREEMENT OR ANY OTHER DOCUMENTS THE SERVICES PROVIDED HEREUNDER OR AGREEMENTS ENTERED INTO CONTEMPLATED HEREBY. IN CONNECTION HEREWITH, AND CLIENT NO EVENT SHALL NOT EITHER PARTY BE LIABLE FOR OR HAVE ANY DUTY FOR INDEMNIFICATION OR CONTRIBUTION TO THE CONTRACTOR OTHER PARTY FOR ANY LOSSES OR DAMAGES ARISING FROM CONTRACTOR’S PROVISION OR SERVICES TOCLAIMED INDIRECT, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY ACTION BY, ANY RECIPIENT DAMAGES CONSISTING OF CONTRACTOR’S SERVICES. EVEN IF CLIENT DAMAGES FOR LOSS OF USE OR THE CALOSBA HAS BEEN ADVISED DEPRECIATION OF VALUE OF THE POSSIBILITY AIRCRAFT, LOSS OF SUCH DAMAGES, THE FOREGOING LIMITATION OF LIABILITY SHALL REMAIN IN FULL FORCE AND EFFECT REGARDLESS OF WHETHER THE CONTRACTOR’S REMEDIES HEREUNDER ARE DETERMINED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSEPROFITS OR INSURANCE DEDUCTIBLE. Contractor hereby indemnifies, defends and holds harmless Client, and its current and future affiliates and their respective shareholders, officers, directors, employees, successors and assigns, from and against any and all claims, demands, actions, suits, proceedings, losses, liabilities, penalties, interest, fines, damages, costs The provisions of this Section 17 shall survive the termination or expenses, including reasonable attorneys’ fees and witness fees (collectively, “Claims and Losses”), to the extent resulting from or arising in connection with the Services and any third party claims expiration of any kind, whether based upon negligence, strict liability or otherwisethis Agreement.

Limitation of Liability; Indemnification. 12.1 All licenses are granted and all Know-How is provided by BSP to EPIX, TMC, Lantheus or any other Third Parties designated by EPIX “as is”. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION OR WARRANTY BY BSP OF THE ACCURACY, SAFETY, OR USEFULNESS FOR ANY PURPOSE OF ANY DATA AT ANY TIME MADE AVAILABLE BY BSP. BSP SHALL HAVE NO EVENT SHALL CLIENT OR THE CALOSBA BE LIABLE LIABILITY WHATSOEVER TO THE CONTRACTOR EPIX, LANTHEUS OR ANY OTHER PERSON FOR OR ON ACCOUNT OF ITS AGENTS OR REPRESENTATIVES FOR ANY INCIDENTALINJURY, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, LOST SAVINGSLOSS, OR DAMAGE, OF ANY KIND OR NATURE, SUSTAINED BY, OR ANY DAMAGE ASSESSED OR ASSERTED AGAINST, OR ANY OTHER INCIDENTAL DAMAGESLIABILITY INCURRED BY OR IMPOSED ON EPIX, LANTHEUS OR ANY OTHER PERSON, ARISING OUT OF THIS AGREEMENT OR ANY OTHER DOCUMENTS OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITHWITH OR RESULTING FROM (A) THE PRODUCTION, USE, OR ANY BREACH SALE OF ANY OBLIGATION UNDER THIS AGREEMENT PRODUCT, OR ANY OTHER DOCUMENTS THE PRACTICE OF THE SCHERING PATENT RIGHTS OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITHTHE JOINT PATENT RIGHTS; OR (B) THE USE OF THE KNOW-HOW, AND CLIENT EPIX SHALL NOT BE LIABLE TO THE CONTRACTOR FOR ANY LOSSES OR DAMAGES ARISING FROM CONTRACTOR’S PROVISION OR SERVICES TOHOLD BSP, OR ANY ACTION BYITS OFFICERS, ANY RECIPIENT OF CONTRACTOR’S SERVICES. EVEN IF CLIENT EMPLOYEES, OR AGENTS, HARMLESS IN THE CALOSBA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGESEVENT BSP, THE FOREGOING LIMITATION OF LIABILITY SHALL REMAIN IN FULL FORCE AND EFFECT REGARDLESS OF WHETHER THE CONTRACTOR’S REMEDIES HEREUNDER ARE DETERMINED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. Contractor hereby indemnifiesOR ITS OFFICERS, defends EMPLOYEES, OR AGENTS, IS HELD LIABLE. 12.2 EPIX shall indemnify and holds harmless Client, hold BSP and its current and future affiliates and their respective shareholders, officers, directors, employeesconsultants, successors agents and assigns, employees harmless from and against any and all suits, claims, actions, demands, actions, suits, proceedings, losses, liabilities, penalties, interest, fines, damages, costs or expensesexpenses and/or losses, including reasonable legal expenses and attorneys’ fees and witness fees (collectively, “Claims Losses” and Losseseach a “Loss”), to the extent resulting from or arising in connection with out of (i) BSP or any of its Affiliates holding the Services applicable Marketing Authorization for the Product after February 28, 2009 or (ii) BSP or any of its Affiliates being registered as drug product manufacturer for the Product after February 28, 2009, except to the extent such Losses result from or arise out of the gross negligence or wilful misconduct of BSP. With regard to the Lantheus Territory only, Lantheus shall indemnify and hold BSP and its officers, directors, consultants, agents and employees harmless from and against any third party claims and all Losses resulting from or arising out of (i) BSP or any kindof its Affiliates holding the applicable Marketing Authorization for the Product after the date hereof or (ii) BSP or any of its Affiliates being registered as drug product manufacturer for the Product after the date hereof, whether based upon negligence, strict liability except to the extent such Losses result from or otherwisearise out of the gross negligence or wilful misconduct of BSP.

Limitation of Liability; Indemnification. IN NO EVENT SHALL CLIENT OR THE CALOSBA (A) You UNDERSTAND AND AGREE THAT YOU, YOUR AFFILIATES, YOUR RESPECTIVE OFFICERS, DIRECTORS, AND EMPLOYEES, AND THIRD PARTY SERVICE PROVIDERS WILL NOT BE LIABLE TO THE CONTRACTOR ME OR TO THIRD PARTIES UNDER ANY OF ITS AGENTS CIRCUMSTANCES, OR REPRESENTATIVES HAVE ANY RESPONSIBILITY WHATSOEVER, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL OR SPECIAL DAMAGES, DAMAGES (INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL AND DAMAGES, ARISING OUT OF THIS AGREEMENT OR ANY OTHER DOCUMENTS OR AGREEMENTS ENTERED INTO ) THAT You MAY INCUR IN CONNECTION HEREWITHWITH MY USE OF THE SERVICES PROVIDED BY YOU UNDER THIS AGREEMENT, OR ANY BREACH INCLUDING MY USE OF THE GOHENRY APP AND THE WEBSITE, AND MY USE OF ANY OBLIGATION UNDER THIS AGREEMENT OR SERVICES OF ANY OTHER DOCUMENTS OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITHKIND MADE AVAILABLE THROUGH THE PLATFORM BY ANY THIRD PARTY, INCLUDING THE DEPOSIT ACCOUNT SERVICES (THE “SERVICES”). YOU, YOUR AFFILIATES, AND CLIENT YOUR RESPECTIVE OFFICERS, DIRECTORS, AND EMPLOYEES SHALL NOT BE LIABLE TO BY REASON OF DELAYS OR INTERRUPTIONS OF THE CONTRACTOR FOR ANY LOSSES SERVICES OR DAMAGES ARISING FROM CONTRACTOR’S PROVISION OR SERVICES TOTRANSMISSIONS, OR ANY ACTION BYFAILURES OF PERFORMANCE OF YOUR SYSTEMS, ANY RECIPIENT REGARDLESS OF CONTRACTOR’S SERVICES. EVEN IF CLIENT CAUSE, INCLUDING THOSE CAUSED BY GOVERNMENTAL OR THE CALOSBA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGESREGULATORY ACTION, THE FOREGOING LIMITATION ACTION OF LIABILITY SHALL REMAIN IN FULL FORCE AND EFFECT REGARDLESS OF WHETHER THE CONTRACTOR’S REMEDIES HEREUNDER ARE DETERMINED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. Contractor hereby indemnifiesANY EXCHANGE OR OTHER SELF REGULATORY ORGANIZATION, defends and holds harmless ClientOR THOSE CAUSED BY SOFTWARE OR HARDWARE MALFUNCTIONS. (B) Except as otherwise provided by law, and its current and future We, or any of Our affiliates and their or respective shareholderspartners, officers, directors, employees, successors and assigns, from and against any and all claims, demands, actions, suits, proceedings, losses, liabilities, penalties, interest, fines, damages, costs employees or expenses, including reasonable attorneys’ fees and witness fees agents (collectively, “Claims Indemnified Parties”) shall not be liable for any expenses, losses, costs, damages, liabilities, demands, debts, obligations, penalties, charges, claims, causes of action, penalties, fines and taxes of any kind or nature (including legal expenses and attorneys’ fees) (whether known or unknown, absolute or contingent, liquidated or unliquidated, direct or indirect, due or to become due, accrued or not accrued, asserted or unasserted, related or not related to a third party claim, or otherwise) (collectively, “Losses”) are determined by a court of competent jurisdiction or an arbitration panel in a final non-appealable judgment or order to have resulted solely from Our, or any of Our affiliates’ gross negligence or intentional misconduct. In addition, You agree that the Indemnified Parties shall have no liability for, and You agree to indemnify, defend and hold harmless the Indemnified Parties from all Losses that result from: (i) any noncompliance by You with any of the terms and conditions of this Agreement; (ii) any third-party actions related to Your use of the GoHenry app or the Website; (iii) Your or Your agent’s misrepresentation or alleged misrepresentation, or act or omission; (iv) Indemnified Parties following Your or Your agent’s directions or instructions, or failing to follow Your or Your agent’s unlawful or unreasonable directions or instructions; (v) any activities or services of the Indemnified Parties in connection with Your Account (including any technology services, reporting, trading, research or capital introduction services, settlement or processing of any transfer of funds to or from Your Account(s) herein); or (vi) the failure by any person not controlled by the Indemnified Parties and their affiliates to perform any obligations to You. Further, if You authorize or allow third parties to gain access to Our services, including Your Accounts, You will indemnify, defend and hold harmless Us, Our affiliates, and Our and Our affiliates’ respective officers and employees against any Losses arising out of claims or suits by such third parties based upon or relating to such access and use. GoHenry Network Financial does not warrant against loss of use or any direct, indirect or consequential damages or Losses to You caused by Your assent, expressed or implied, to a third party accessing Your Account or information, including access provided through any other third party systems or sites. (C) You consent to the extent resulting from use of automated systems or service bureaus by Us and Our affiliates in conjunction with Your Account, including record keeping, reporting and account reconciliation and risk management systems (collectively “Automated Systems”). You understand that the use of Automated Systems entails risks, such as interruption or delays of service, errors or omissions in the information provided, system failure and errors in the design or functioning of such Automated Systems (collectively, a “System Failure”) that could cause substantial damage, expense, or liability to You. You understand and agree that Indemnified Parties will have no liability whatsoever for any of Your Losses arising out of or relating to a System Failure. You also agree that Indemnified Parties will have no responsibility or liability to You in connection with the Services and performance or non- performance by any third party or any of their respective agents or affiliate. You agree that Indemnified Parties will have no liability, to You or to third parties, or responsibility whatsoever for: (i) any Losses resulting from a cause over which Indemnified Parties do not have direct control; and (ii) any special, indirect, incidental, consequential, punitive or exemplary damages (including lost profits, trading losses and damages) that You may incur in connection with Your use of the GoHenry app, the Website, and other services provided by Indemnified Parties under this Agreement. Further, if You authorize or allow third parties to gain access to Our services, including Your Accounts, You will indemnify, defend and hold harmless Us, Our affiliates, and Our and Our affiliates’ respective officers and employees against any Losses arising out of claims of any kind, whether or suits by such third parties based upon negligence, strict liability or otherwiserelating to such access and use.

Limitation of Liability; Indemnification. To the maximum extent permitted by applicable law, IN NO EVENT SHALL CLIENT BEGELL HOUSE, INC. OR THE CALOSBA THEIR OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, OR AGENTS BE LIABLE TO THE CONTRACTOR UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OF ITS AGENTS OR REPRESENTATIVES OTHER LEGAL THEORY FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGESPUNITIVE DAMAGES OR LOST REVENUE, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL DAMAGES, ARISING OUT OF THIS AGREEMENT OR ANY OTHER DOCUMENTS OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH, OR ANY BREACH OF ANY OBLIGATION UNDER THIS AGREEMENT OR ANY OTHER DOCUMENTS OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH, AND CLIENT SHALL NOT BE LIABLE TO THE CONTRACTOR FOR ANY LOSSES OR DAMAGES ARISING FROM CONTRACTOR’S PROVISION OR SERVICES TO, OR ANY ACTION BY, ANY RECIPIENT OF CONTRACTOR’S SERVICES. ANTICIPATED BUSINESS (EVEN IF CLIENT OR THE CALOSBA HAS THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING FROM OR RELATING TO THIS LICENSE, THE FOREGOING LIMITATION SUBJECT MATTER HEREOF, OR IN CONNECTION WITH THE USE, INABILITY TO USE, MALFUNCTION, INACCURACIES, ERROR, DEFECT, OR FAILURE OF THE BEGELL DIGITAL LIBRARY ONLINE SERVICE OR THE ONLINE PRODUCTS. THE AGGREGATE LIABILITY OF BEGELL HOUSE, INC. FOR ANY OTHER DAMAGES ARISING FROM OR RELATING TO THIS LICENSE, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY SHALL REMAIN NOT EXCEED THE AMOUNT PAID BY THE TRIALING INSTITUTION FOR THE ONLINE JOURNAL SUBSCRIPTION FOR THE CURRENT SUBSCRIPTION YEAR IN FULL FORCE AND EFFECT REGARDLESS OF WHETHER THE CONTRACTOR’S REMEDIES HEREUNDER ARE DETERMINED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSEWHICH DAMAGES OCCURRED. Contractor hereby indemnifiesThe foregoing limitation of liability and exclusion of certain damages shall apply regardless of the success or effectiveness of other remedies. No claim may be made against Begell House, defends Inc. unless suit is filed thereon within one (1) year after the event giving rise to the claim. Begell House, Inc. shall not be liable for any failure to perform or delay in performance hereunder due to unforeseen circumstances or resulting from a cause over which Begell House, Inc. does not have direct control, including, but not limited to, failure of electrical, mechanical, or telecommunications equipment, transmission error, theft, hacker attacks, or software or equipment incompatibilities. The Trialing Institution assumes sole responsibility for all access and holds use of the Begell Digital Library online service and the Trialing Institution’s Online Products by the Trialing Institution and by each Authorized User. The Trialing Institution shall not be liable for unauthorized use or other breach of this License by an Authorized User provided that the Trialing Institution did not cause, condone, consent to, or knowingly assist in such breach, or, after becoming aware of the occurrence of a breach, failed to take reasonable steps to prevent the continuation of such breach. Subject to the foregoing, the Trialing Institution shall hold Begell House, Inc. harmless Client, and its current and future affiliates and their respective shareholders, officers, directors, employees, successors and assigns, from and against any and all claimsliabilities, demandsdamages, actionsjudgments, suits, proceedingssettlements, losses, liabilities, penalties, interest, fines, damages, costs or expenses, and expenses (including reasonable attorneys’ fees and witness fees (collectivelyexpenses, “Claims and Losses”)experts’ Begell House, to the extent Inc. arising out of or resulting from any unauthorized use of the content from Trialing Institution’s Online Products by the Trialing Institution or arising Authorized Users in connection with the Services and violation of this License, or any third party claims violation of any kindthird-party’s rights by the Trialing Institution or Authorized Users, whether based upon negligenceincluding, strict liability or otherwisebut not limited to, infringement of copyright.

Limitation of Liability; Indemnification. IN a. EACH PARTY’S LIABILITY TO THE OTHER PARTY, INCLUDING ALL LIABILITIES ARISING OUT OF OR RELATED TO THIS AGREEMENT, FROM ANY CAUSE OR CAUSES, AND REGARDLESS OF THE LEGAL THEORY, INCLUDING BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR STATUTORY LIABILITY, FOR A CLAIM SHALL NOT EXCEED THE REFERRAL FEES PAID OR PAYABLE TO REFERRER UNDER THIS AGREEMENT FOR THE ONE-YEAR PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO SUCH CLAIM. b. UNDER NO EVENT CIRCUMSTANCE SHALL CLIENT OR THE CALOSBA EITHER PARTY BE LIABLE TO THE CONTRACTOR OR ANY OF ITS AGENTS OR REPRESENTATIVES OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGESPUNITIVE, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, LOST SAVINGSEXEMPLARY, OR OTHER INCIDENTAL DAMAGES, CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR AGREEMENT, HOWEVER CAUSED AND UNDER ANY OTHER DOCUMENTS OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITHTHEORY OF LIABILITY (INCLUDING NEGLIGENCE), OR ANY BREACH OF ANY OBLIGATION UNDER THIS AGREEMENT OR ANY OTHER DOCUMENTS OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH, AND CLIENT SHALL NOT BE LIABLE TO THE CONTRACTOR FOR ANY LOSSES OR DAMAGES ARISING FROM CONTRACTOR’S PROVISION OR SERVICES TO, OR ANY ACTION BY, ANY RECIPIENT OF CONTRACTOR’S SERVICES. EVEN IF CLIENT OR THE CALOSBA IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. c. Each party (“Indemnifying Party”) shall, THE FOREGOING LIMITATION OF LIABILITY SHALL REMAIN IN FULL FORCE AND EFFECT REGARDLESS OF WHETHER THE CONTRACTOR’S REMEDIES HEREUNDER ARE DETERMINED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. Contractor hereby indemnifiesindemnify, defends defend and holds hold harmless Clientthe other party (“Indemnified Party”), and its current and future affiliates and their respective directors, shareholders, officers, directorsagents, employees, successors and assigns, assigns from and against any and all third party claims, demands, suits, actions, suitsjudgments, proceedingsdamages, costs, losses, liabilities, penalties, interest, fines, damages, costs or expenses, expenses (including reasonable attorneys’ ' fees and witness fees expenses) and other liabilities arising from, in connection with or related in any way to, (collectivelyi) a breach or alleged breach of Section 6(a) hereof, “Claims or (ii) any infringement of any trade secret, patent, trademark, copyright, or other proprietary interest of any third party based on the sale, normal use, or installation of Crown Castle Products. Indemnified Party shall promptly notify Indemnifying Party of any such claim, and Losses”Indemnifying Party shall bear full responsibility for the defense of such claim (including any settlements); provided, to the extent resulting from or arising however, that (a) Indemnifying Party shall keep Indemnified Party informed of, and consult with Indemnified Party in connection with the Services progress of such litigation or settlement; and (b) Indemnifying Party shall not have any third party claims right, without Indemnified Party’s written consent, (which shall not be unreasonably withheld), to settle any such claim if such settlement arises from or is part of any kindcriminal action, whether based upon negligencesuit or proceeding or contains a stipulation to or admission or acknowledgment of, strict any liability or wrongdoing (whether in contract, tort or otherwise) on the part of Indemnified Party.

Limitation of Liability; Indemnification. IN NO EVENT SHALL CLIENT OR THE CALOSBA BE LIABLE TO THE CONTRACTOR OR ANY OF ITS AGENTS OR REPRESENTATIVES FOR ANY INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL DAMAGES, ARISING OUT OF THIS AGREEMENT OR ANY OTHER DOCUMENTS OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH, OR ANY BREACH OF ANY OBLIGATION UNDER THIS AGREEMENT OR ANY OTHER DOCUMENTS OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH, AND CLIENT SHALL NOT BE LIABLE TO THE CONTRACTOR FOR ANY LOSSES OR DAMAGES ARISING FROM CONTRACTOR’S PROVISION OR SERVICES TO, OR ANY ACTION BY, ANY RECIPIENT OF CONTRACTOR’S SERVICES. EVEN IF CLIENT OR THE CALOSBA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, THE FOREGOING LIMITATION OF LIABILITY SHALL REMAIN IN FULL FORCE AND EFFECT REGARDLESS OF WHETHER THE CONTRACTOR’S REMEDIES HEREUNDER ARE DETERMINED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. Contractor hereby indemnifies, defends Sublessor agrees to indemnify and holds hold harmless Client, Sublessee and its current and future affiliates and their respective shareholders, officers, directors, partners, employees, successors shareholders, and assigns, affiliates (“Indemnified Parties”) from and against any and all claims, demands, actions, suits, proceedings, losses, liabilities, penaltiessuits, interestjudgments, costs, expenses, penalties or fines, damages, costs or expenses, including reasonable attorneys’ fees and witness attorney’s fees (collectivelyeach a “Claim”) that may at any time be suffered or incurred as a result of or connected with Sublessor’s subleasing, “maintenance, operation or use of the Aircraft, but, excluding any Claim which results from the gross negligence or willful misconduct an Indemnified Party. As to Claims and Losses”), arising upon or prior to the extent resulting from end of the term of this Agreement, the indemnities contained in this Section 17 shall continue in full force and effect, notwithstanding the expiration or arising in connection with other termination of this Agreement. EACH PARTY AGREES THAT (A) THE PROCEEDS OF INSURANCE TO WHICH IT IS ENTITLED, (B) ITS RIGHTS TO INDEMNIFICATION FROM THE OTHER PARTY UNDER THIS SECTION, AND (C) ITS RIGHT TO DIRECT DAMAGES ARISING IN CONTRACT FROM A MATERIAL BREACH OF THE OTHER PARTY’S OBLIGATIONS UNDER THIS AGREEMENT ARE THE SOLE REMEDIES FOR ANY DAMAGE, LOSS, OR EXPENSE ARISING OUT OF THIS AGREEMENT OR THE SERVICES PROVIDED HEREUNDER OR CONTEMPLATED HEREBY. EXCEPT AS SET FORTH IN THIS SECTION 17, EACH PARTY WAIVES ANY RIGHT TO RECOVER ANY DAMAGE, LOSS, OR EXPENSE ARISING OUT OF THIS AGREEMENT OR THE SERVICES PROVIDED HEREUNDER OR CONTEMPLATED HEREBY. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR OR HAVE ANY DUTY FOR INDEMNIFICATION OR CONTRIBUTION TO THE OTHER PARTY FOR ANY CLAIMED INDIRECT, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY DAMAGES CONSISTING OF DAMAGES FOR LOSS OF USE OR DEPRECIATION OF VALUE OF THE AIRCRAFT, LOSS OF PROFITS OR INSURANCE DEDUCTIBLE. The provisions of this Section 17 shall survive the Services and any third party claims termination or expiration of any kind, whether based upon negligence, strict liability or otherwisethis Agreement.

Limitation of Liability; Indemnification. IN NO EVENT (1) APART FROM THE PROVISIONS LISTED BELOW .VANTRONIX SHALL CLIENT OR THE CALOSBA NOT BE LIABLE TO THE CONTRACTOR CUSTOMER (WHETHER IN CONTRACT, TORT, BREACH OF STATUTORY DUTY, RESTITUTION OR OTHERWISE) FOR ANY DAMAGES, CLAIMS OR COSTS WHATSOEVER OR ANY OF ITS AGENTS OR REPRESENTATIVES FOR ANY INCIDENTALCONSEQUENTIAL, CONSEQUENTIAL OR SPECIAL INDIRECT, INCIDENTAL DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, LOST SAVINGSSAVINGS OR COMPENSATION FOR DAMAGES DUE TO DEFECTS IN THE GOODS. .VANTRONIX OR ITS EMPLOYEES, LEGAL REPRESENTATIVES AND VICARIOUS AGENTS, WHEREAS THE LIABILITY IS RESTRICTED TO THE TYPICAL AND PREDICTABLE DAMAGE OCCURRING UNDER SUCH AN AGREEMENT. A CARDINAL OBLIGATION SHALL MEAN A PRECISELY DELINEATED CONTRACTUAL OBLIGATION WHOSE FULFILMENT IS ESSENTIAL TO ACHIEVING THE PURPOSE OF THE CONTRACT HENCE WITHOUT ITS FULFILMENT THE ACHIEVEMENT OF THE CONTRACT’S PUPROSE WOULD BE ENDANGERED OR OTHER INCIDENTAL DAMAGES, ARISING OUT A CONTRACTUAL OBLIGATION WHOSE FULFILMENT PERMITS FOR THE PROPER EXECUTION OF THIS AGREEMENT OR ANY OTHER DOCUMENTS OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH, OR ANY BREACH OF ANY OBLIGATION UNDER THIS AGREEMENT OR ANY OTHER DOCUMENTS OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH, THE CONTRACT AND CLIENT ON WHOSE FULFILMENT THE CUSTOMER COULD REGULARTLY RELY.OBLIGATIONS THAT ARE NOT COMPRISED BY THAT DEFINION SHALL NOT BE LIABLE TO THE CONTRACTOR FOR ANY LOSSES OR DAMAGES ARISING FROM CONTRACTOR’S PROVISION OR SERVICES TOCARDINAL OBLIGATIONS. (2) Customer agrees to indemnify, OR ANY ACTION BY, ANY RECIPIENT OF CONTRACTOR’S SERVICES. EVEN IF CLIENT OR THE CALOSBA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, THE FOREGOING LIMITATION OF LIABILITY SHALL REMAIN IN FULL FORCE AND EFFECT REGARDLESS OF WHETHER THE CONTRACTOR’S REMEDIES HEREUNDER ARE DETERMINED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. Contractor hereby indemnifies, defends keep indemnified and holds hold harmless Client, and its current and future affiliates and their respective shareholders, officers, directors, employees, successors and assigns, .vantronix from and against any and all direct, indirect or consequential loss, costs, expenses, liabilities, injuries, damages, claims, demands, actionsproceedings or legal costs and judgments which .vantronix incurs or suffers relating to any breach of any provision of this Agreement, suitsunlawful use of the Software whether or not referenced herein, proceedings, losses, liabilities, penalties, interest, fines, damages, costs or expenses, including reasonable attorneys’ fees and witness fees (collectively, “Claims and Losses”), to the extent resulting from or arising in connection with the Services and violation of any rights of any third party claims party, or misuse of any kind, whether based upon negligence, strict liability or otherwisethe .vantronix Software by Customer. Customer shall give notice to .vantronix immediately if he has knowledge about a respective incident.

Limitation of Liability; Indemnification. A. NOTWITHSTANDING ANY OTHER PROVISION IN THIS CONTRACT, AND IRRESPECTIVE OF ANY FAULT, NEGLIGENCE OR GROSS NEGLIGENCE OF ANY KIND, IN NO EVENT SHALL CLIENT OR THE CALOSBA BE LIABLE TO THE CONTRACTOR EITHER PARTY OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS OR REPRESENTATIVES (INCLUDING FINANCING SOURCES AND THEIR REPRESENTATIVES) BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, CONSEQUENTIAL INDIRECT, RELIANCE OR SPECIAL (INCLUDING PUNITIVE) DAMAGES, INCLUDING INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, LOSS OF BUSINESS OPPORTUNITY OR THE COSTS ASSOCIATED WITH THE USE OF RESTORATION FACILITIES RESULTING FROM ITS FAILURE TO ANY LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL DAMAGES, ARISING OUT PERFORM PURSUANT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT CONTRACT. B. THE CONTRACTOR'S MAXIMUM AGGREGATE LIABILITY, WHETHER IN TORT, CONTRACT OR ANY OTHER DOCUMENTS OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITHOTHERWISE, OR ANY BREACH OF ANY OBLIGATION UNDER THIS AGREEMENT OR ANY OTHER DOCUMENTS OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH, AND CLIENT SHALL NOT BE LIABLE TO THE CONTRACTOR FOR ANY LOSSES OR DAMAGES ARISING FROM CONTRACTOR’S PROVISION OR SERVICES TO, OR ANY ACTION BY, ANY RECIPIENT OF CONTRACTOR’S SERVICES. EVEN IF CLIENT OR THE CALOSBA HAS BEEN ADVISED EXCEED * OF THE POSSIBILITY OF SUCH DAMAGESCONTRACT PRICE; PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATION OF LIABILITY SHALL REMAIN IN FULL FORCE AND EFFECT REGARDLESS OF WHETHER NOT APPLY TO THE CONTRACTOR’S REMEDIES HEREUNDER ARE DETERMINED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE'S OBLIGATIONS UNDER ARTICLE 19 AND SUB-ARTICLE 23(C). Contractor hereby indemnifies* MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT. C. Contractor, defends at its expense, shall defend, indemnify and holds hold harmless ClientPurchaser, and its current and future affiliates agents (including financing sources and their respective shareholdersrepresentatives), officers, directors, employees, successors subcontractors and assigns, from and employees against any and all claims, demands, actionsand judgments for losses due to any act or omission, suitsarising out of, proceedingsor in connection with this Contract or, lossesprior to risk of loss passing to Purchaser, liabilities, penalties, interest, fines, damages, costs or expenses, including reasonable attorneys’ fees the operation and witness fees (collectively, “Claims and Losses”)maintenance of the System, to the extent resulting from such losses were caused by the negligence or arising willful misconduct of the Contractor, its subcontractors, employees or agents. The defense, indemnification and save harmless obligation is specifically conditioned on the following: (i) Purchaser providing prompt notification in connection with the Services and any third party claims writing of any kindsuch claim or demand when it obtains Actual Knowledge thereof (and if Purchaser does not so provide such notice, whether based upon negligencethen the indemnification shall not apply to the extent such failure to provide such notice prevents Contractor from defending against such claim), strict liability and (ii) Contractor having the right to control the defense of any such action, claim or otherwise.demand and of all negotiations for its settlement or compromise; provided, however, the Purchaser shall cooperate, at the Contractor's expense, in a reasonable way to facilitate the Contractor's defense of such claim or demand or the negotiations for its settlement. Nothing in this Sub-Article 23

Limitation of Liability; Indemnification. IN NO EVENT 4.1 EXCEPT FOR AMOUNTS PAYABLE WITH RESPECT TO THIRD PARTY INDEMNIFICATION CLAIMS UNDER SECTION 4.2, NEITHER PARTY SHALL CLIENT OR THE CALOSBA BE LIABLE TO THE CONTRACTOR OTHER PARTY FOR LOST PROFITS OR ANY OF ITS AGENTS OR REPRESENTATIVES FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL CONSEQUENTIAL, SPECIAL, PUNITIVE OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL DAMAGES, ARISING OUT OF EXEMPLARY DAMAGES IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, HOWEVER CAUSED, UNDER ANY OTHER DOCUMENTS OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH, OR ANY BREACH THEORY OF ANY OBLIGATION UNDER THIS AGREEMENT OR ANY OTHER DOCUMENTS OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH, AND CLIENT SHALL NOT BE LIABLE TO THE CONTRACTOR FOR ANY LOSSES OR DAMAGES ARISING FROM CONTRACTOR’S PROVISION OR SERVICES TO, OR ANY ACTION BY, ANY RECIPIENT OF CONTRACTOR’S SERVICES. EVEN IF CLIENT OR THE CALOSBA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, THE FOREGOING LIMITATION OF LIABILITY SHALL REMAIN IN FULL FORCE AND EFFECT REGARDLESS OF WHETHER THE CONTRACTOR’S REMEDIES HEREUNDER ARE DETERMINED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. Contractor hereby indemnifies, defends LIABILITY. (i) Seller will indemnify and holds hold harmless Client, BUYER and its current and future affiliates and their respective shareholdersmembers, officers, directorspartners, employeesagents, successors and assigns, assigns from and against any and all claims, demands, actions, suits, proceedings, losses, liabilities, penaltiesdamages, interestdemands, finesjudgments, assessments and costs and expenses arising from or in connection with (A) any breach of Seller’s representations, warranties or covenants under this Agreement, (B) any claim that any Licensed Intellectual Property or its use infringes or misappropriates any Intellectual Property Right of a third party, (C) Seller’s use, promotion, sale or distribution of any BUYER Improvements, and (D) Seller’s use, promotion, sale or distribution of any of the Licensed Intellectual Property in BUYER’s Business and/or Field. (ii) BUYER will indemnify and hold harmless Seller and its directors, officers, partners, agents, successors and assigns from any and all losses, liabilities, damages, demands, judgments, assessments and costs or expenses, including reasonable attorneys’ fees and witness fees (collectively, “Claims and Losses”), to the extent resulting expenses arising from or arising in connection with the Services and any third party claims BUYER’s use, promotion, sale or distribution of any kindSeller Improvements. (iii) BUYER will indemnify and hold harmless Seller and its directors, whether based upon negligenceofficers, strict liability partners, agents, successors and assigns from any and all losses, liabilities, damages, demands, judgments, assessments and costs and expenses arising from or otherwisein connection with BUYER’s use, promotion, sale or distribution of any of the Licensed Intellectual Property outside of the BUYER’s Business and/or Field. Notwithstanding any provision in this Agreement, the indemnification herein shall be limited to the indemnification set forth in the Asset Purchase Agreement.

Limitation of Liability; Indemnification. Each party to this Agreement agrees to indemnify and hold harmless the other party and its respective officers, directors, partners, employees, shareholders, and affiliates from any claim, damage, loss, or reasonable expense, including reasonable attorney’s fees resulting from the bodily injury or property damage caused by an occurrence and arising out of the ownership, maintenance, or use of the Aircraft which results from the gross negligence or willful misconduct of such party, provided that neither party shall be liable for any such loss to the extent such loss: (a) is covered by the insurance policies described in Sections 12 and 13; (b) is covered by such policies but the amount of such loss exceeds the policy limits; or (c) consists of expense incurred in connection with any loss covered, in whole or in part, by such policies but such expenses are not payable under such policies. EACH PARTY AGREES THAT (A) THE PROCEEDS OF INSURANCE TO WHICH IT IS ENTITLED, (B) ITS RIGHTS TO INDEMNIFICATION FROM THE OTHER PARTY UNDER THIS SECTION, AND (C) ITS RIGHT TO DIRECT DAMAGES ARISING IN NO EVENT SHALL CLIENT OR CONTRACT FROM A MATERIAL BREACH OF THE CALOSBA BE LIABLE TO OTHER PARTY’S OBLIGATIONS UNDER THIS AGREEMENT ARE THE CONTRACTOR OR ANY OF ITS AGENTS OR REPRESENTATIVES SOLE REMEDIES FOR ANY INCIDENTALDAMAGE, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, LOST SAVINGSLOSS, OR OTHER INCIDENTAL DAMAGES, EXPENSE ARISING OUT OF THIS AGREEMENT OR THE SERVICES PROVIDED HEREUNDER OR CONTEMPLATED HEREBY. EXCEPT AS SET FORTH IN THIS SECTION, EACH PARTY WAIVES ANY OTHER DOCUMENTS OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITHRIGHT TO RECOVER ANY DAMAGE, LOSS, OR ANY BREACH EXPENSE ARISING OUT OF ANY OBLIGATION UNDER THIS AGREEMENT OR ANY OTHER DOCUMENTS THE SERVICES PROVIDED HEREUNDER OR AGREEMENTS ENTERED INTO CONTEMPLATED HEREBY. IN CONNECTION HEREWITH, AND CLIENT NO EVENT SHALL NOT EITHER PARTY BE LIABLE FOR OR HAVE ANY DUTY FOR INDEMNIFICATION OR CONTRIBUTION TO THE CONTRACTOR OTHER PARTY FOR ANY LOSSES OR DAMAGES ARISING FROM CONTRACTOR’S PROVISION OR SERVICES TOCLAIMED INDIRECT, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY ACTION BY, ANY RECIPIENT DAMAGES CONSISTING OF CONTRACTOR’S SERVICES. EVEN IF CLIENT DAMAGES FOR LOSS OF USE OR THE CALOSBA HAS BEEN ADVISED DEPRECIATION OF VALUE OF THE POSSIBILITY AIRCRAFT, LOSS OF SUCH DAMAGESPROFIT OR INSURANCE DEDUCTIBLE. Each party is aware of the provisions of Civil Code Section 1542, THE FOREGOING LIMITATION OF LIABILITY SHALL REMAIN IN FULL FORCE AND EFFECT REGARDLESS OF WHETHER THE CONTRACTOR’S REMEDIES HEREUNDER ARE DETERMINED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSEwhich reads as follows: Notwithstanding the provisions of Civil Code Section 1542, each party fully and completely waives its protections. Contractor hereby indemnifies, defends and holds harmless Client, and its current and future affiliates and their respective shareholders, officers, directors, employees, successors and assigns, from and against any and all claims, demands, actions, suits, proceedings, losses, liabilities, penalties, interest, fines, damages, costs The provisions of this section shall survive the termination or expenses, including reasonable attorneys’ fees and witness fees (collectively, “Claims and Losses”), to the extent resulting from or arising in connection with the Services and any third party claims expiration of any kind, whether based upon negligence, strict liability or otherwisethis Agreement.

Limitation of Liability; Indemnification. EXCEPT AS OTHERWISE EXPRESSLY STATED IN NO EVENT SHALL CLIENT OR THE CALOSBA BE LIABLE TO THE CONTRACTOR OR ANY OF ITS AGENTS OR REPRESENTATIVES FOR ANY INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL DAMAGES, ARISING OUT OF THIS AGREEMENT OR ANY OTHER DOCUMENTS OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH, OR ANY BREACH OF ANY OBLIGATION UNDER THIS AGREEMENT OR ANY OTHER DOCUMENTS OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITHAPPLICABLE SEPARATE AGREEMENT, AND CLIENT EXCEPT AS OTHERWISE REQUIRED BY APPLICABLE LAW, BANK SHALL NOT BE LIABLE TO THE CONTRACTOR CUSTOMER FOR ANY LOSSES LOSS INCURRED BY CUSTOMER CAUSED BY, ARISING FROM OR IN CONNECTION WITH THE SERVICES, AND BANK’S LIABILITY TO CUSTOMER IS LIMITED TO DAMAGES ARISING DIRECTLY AND SOLELY FROM CONTRACTORBANK’S PROVISION INTENTIONAL MISCONDUCT OR SERVICES TO, OR GROSS NEGLIGENCE IN THE PERFORMANCE OF THE SERVICES; PROVIDED THAT BANK’S MAXIMUM AGGREGATE LIABILITY RESULTING FROM ANY ACTION BY, ANY RECIPIENT SUCH CLAIMS SHALL NOT EXCEED THE LESSER OF CONTRACTOR’S SERVICES. EVEN IF CLIENT THE ACTUAL DIRECT DAMAGES SUSTAINED AND PROVEN BY CUSTOMER OR THE CALOSBA HAS BEEN ADVISED TOTAL FEES PAID BY CUSTOMER FOR THE SERVICES RESULTING IN SUCH LIABILITY IN THE MONTH PRECEDING THE DATE THE CLAIM ACCRUED OR, IN THE CASE OF A TRANSFER EXECUTED PURSUANT TO SECTION IX OF THIS AGREEMENT, NOT TO EXCEED THE AMOUNT OF THE POSSIBILITY OF SUCH DAMAGESDISPUTED TRANSFER AND ANY RELATED FEES. EXCEPT FOR THOSE ADDITIONAL DUTIES IMPOSED UPON BANK BY APPLICABLE LAW, THE FOREGOING LIMITATION OF LIABILITY SHALL REMAIN IN FULL FORCE AND EFFECT REGARDLESS OF WHETHER THE CONTRACTOR’S REMEDIES HEREUNDER ARE DETERMINED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSEBank’s duties and liabilities will be limited to those set forth herein. Contractor hereby indemnifiesTo the fullest extent permitted by Applicable Law, defends Xxxxxxxx releases and holds harmless Clientagrees to hold harmless, defend, and indemnify Bank, its current and future affiliates and their respective shareholdersdirectors, officers, directors, employees, agents, affiliates, controlling persons, agents and representatives and their successors and assigns, assigns from and against any and all claimsliabilities, demands, actionsclaims, suitsactions or causes of action, proceedingsassessments, losses, liabilities, penalties, interest, fines, damages, costs or expensesand expenses (including, including without limitation, reasonable attorneys’ fees and witness fees expenses) and all fines, penalties and interest thereon (collectively, “Claims and Losses”), to the extent resulting from ) as a result or arising out of, directly or indirectly: (a) Bank’s actions or omissions in connection with providing the Services, if such actions or omissions are in accordance with Customer’s instructions or the terms of this Agreement; (b) any breach of Customer’s representations or warranties, or other actions or omissions of Customer, including, without limitation, Customer’s violation of Applicable Law; (c) any actions of third parties (including, without limitation, other financial institutions, automated clearinghouses, the Federal Reserve Bank or any third party with which Bank may contract in connection with the Services to be provided); (d) any transmission or instruction, whether or not authorized, acted upon by Bank in good faith; or (e) any act or omission by Customer (or any of Customer’s directors, officers, agents, representatives, employees, affiliates controlling persons, and their respective successors and assigns) in connection with, or any intentional or unintentional failure by Customer (or any of Customer’s directors, officers, employees, affiliates, controlling persons, agents and representatives and their respective successors and assigns) to comply with, utilize or follow, information security procedures and protections, including, without limitation, any act, omission or failure related to access number(s), password(s), log-in ID(s), security tokens, personal identification number(s) (each a “PIN” or collectively “PINs”), passcode(s) and account number(s) assigned to Customer. Customer agrees that when Applicable Law requires Bank to exercise ordinary care, substantial compliance with the procedures established by Bank shall be deemed to constitute the exercise of ordinary care, and Customer agrees that occasional, unintentional deviations by Bank from the procedures set forth herein shall not be deemed a failure to exercise ordinary care involving the transactions with respect to which any such deviations occur. Bank and Customer agree that the Positive Pay Services described in Section VIII, as well as the other anti-fraud protection measures set forth herein, assist Bank and Customer in reducing the risk of loss from counterfeit, fraudulent or forged checks and from other illegal acts. Customer further acknowledges that Bank is unwilling to permit Customer to use the Accounts and/or certain of the other Services other than the Positive Pay Services without also using the Positive Pay Service and the anti-fraud measures set forth herein, unless Customer agrees to indemnify, defend and hold Bank harmless against Losses Bank may suffer or incur as a result of counterfeit, fraudulent or forged checks (or any other Losses that could have been prevented by Customer’s use of any other anti-fraud measure provided for herein) on the Accounts that are subject to any such other Service(s). Accordingly, if Customer operates any such Accounts without using the Positive Pay Services or other anti-fraud measures set forth herein, Customer will be deemed to have agreed to the greatest extent permitted by law that: (x) Bank will not be liable to Customer for any Losses paid, suffered or incurred by Customer which arise directly or indirectly out of or in connection with the acceptance for deposit, payment, negotiation or other processing of any check drawn or purporting to be drawn on an Account of Customer if such check is counterfeit or fraudulent or contains a forged signature or the amount of such check is altered or the payee has been altered, which could have been prevented with the use of the Positive Pay Services, and Bank shall not be liable to Customer for any other Loss hereunder to the extent that such Loss could have been prevented by Xxxxxxxx’s use of any other anti-fraud measure provided for herein; and (y) in addition to the other indemnity provisions set forth in this Agreement, Customer will indemnify, defend and hold Bank harmless from and against any and all Losses paid, suffered or incurred by Bank which arise directly or indirectly out of or in connection with: (a) the acceptance for deposit, payment, negotiation, or other processing of any check drawn or purporting to be drawn on an Account of Customer if such check is counterfeit or fraudulent or contains a forged signature or the amount of such check is altered or the payee has been altered, which could have been prevented with the use of the Positive Pay Services, or, (b) any other Loss hereunder that could have been prevented by Xxxxxxxx’s use of any other anti-fraud measure provided for herein. Except as otherwise provided by Applicable Law, in no event shall either Party be liable to the other Party for any loss of profits, or punitive, incidental, special, indirect, exemplary, or consequential damages whether or not the Party has been advised of the possibility of such damages. Under no circumstances will either Party be responsible for any delay or failure to act in connection with this Agreement if the failure or delay is due to circumstances beyond its reasonable control including without limitation: strikes or lockouts; fire or other casualty; riot or civil commotion; acts of war or terrorism; windstorms, earthquakes, floods or other acts of God; delay in transportation; government regulation or interferences; interruption or delay in the Internet, telecommunication or third-party services; failure of third-party software or hardware, or inability to obtain raw materials, supplies, or power used in equipment needed for the provision of the Services; delay by an ACH Operator or Receiving Depository Financial Institution (“RDFI”) in processing any credit or debit entry Customer originates; or the failure of a third party claims to process, credit, or debit any such entry, or for other acts of omission. Customer shall promptly examine all reports and statements of Accounts subject to this Agreement and shall notify Bank immediately in the event of an error or discrepancy. Nothing in this Agreement obligates Bank to honor, in whole or in part, any transaction that: (1) is not in accordance with any condition agreed upon between Bank and Customer either in this Agreement or in any Separate Agreement; (2) Bank has reason to believe may not be authorized by Customer; (3) exceeds any transaction limit, funding limit, daily limits or other limits imposed by Bank on Customer’s transactions; (4) exceeds Customer’s available funds on deposit with Bank; (5) involves funds that are subject to a hold, dispute or legal process which prevents their withdrawal; (6) violates any provision of any kindapplicable risk control program of the Federal Deposit Insurance Corporation (the “FDIC”) or any rule or regulation of any federal or state regulatory authority; or (7) for the protection of either one of the parties. Bank has, whether based upon negligencein its sole and absolute discretion, strict liability or otherwisereasonable cause not to honor.

Limitation of Liability; Indemnification. IN NO EVENT (a) EACH PARTY SHALL CLIENT OR RELEASE, DEFEND, INDEMNIFY, AND HOLD HARMLESS THE CALOSBA BE LIABLE TO THE CONTRACTOR OR OTHER PARTY AND ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS FROM ANY OF ITS AGENTS OR REPRESENTATIVES FOR ANY INCIDENTAL, CONSEQUENTIAL OR SPECIAL AND ALL DAMAGES, PENALTIES, FINES, ASSESSMENTS, CHARGES, COSTS, LIABILITIES, OBLIGATIONS, TAXES, LOSSES, EXPENSES AND FEES (INCLUDING BUT NOT LIMITED TO ANY LOST PROFITSCOSTS OF INVESTIGATION, LOST SAVINGSCOURT COSTS, COSTS OF DEFENSE AND REASONABLE FEES OF ATTORNEYS, ACCOUNTANTS AND OTHER PROFESSIONAL ADVISORS AND EXPERT WITNESSES) (COLLECTIVELY, “LOSSES”) INCURRED BY THIRD PARTIES ARISING OUT OF THE BODILY INJURY, ILLNESS, OR OTHER INCIDENTAL DAMAGES, DEATH OR LOSS OR DAMAGE TO PROPERTY OF ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT AND/OR SERVICES PERFORMED PURSUANT TO THE TERMS OF THIS AGREEMENT TO THE EXTENT CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE INDEMNIFYING PARTY. (b) NOTWITHSTANDING ANY OTHER DOCUMENTS PROVISION OF THIS AGREEMENT OR AGREEMENTS ENTERED INTO LAW TO THE CONTRARY, IN NO EVENT WILL ANY PARTY, OR ITS AFFILIATES, BE LIABLE TO THE OTHER PARTY, OR ITS AFFILIATES, FOR ANY INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR EXPENSES, INCLUDING LOSS OF PROFITS OR SAVINGS DUE TO BUSINESS INTERRUPTIONS OR OTHERWISE, IN CONNECTION HEREWITH, OR ANY BREACH OF ANY OBLIGATION UNDER WITH THIS AGREEMENT OR ANY OTHER DOCUMENTS OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH, AND CLIENT SHALL NOT BE LIABLE TO THE CONTRACTOR FOR ANY LOSSES OR DAMAGES CLAIM ARISING FROM CONTRACTOR’S PROVISION OR SERVICES TO, OR ANY ACTION BY, ANY RECIPIENT OF CONTRACTOR’S SERVICES. EVEN IF CLIENT OR THE CALOSBA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, THE FOREGOING LIMITATION OF LIABILITY SHALL REMAIN IN FULL FORCE AND EFFECT REGARDLESS OF WHETHER THE CONTRACTOR’S REMEDIES HEREUNDER ARE DETERMINED RELATING TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. Contractor hereby indemnifies, defends and holds harmless Client, and its current and future affiliates and their respective shareholders, officers, directors, employees, successors and assigns, from and against any and all claims, demands, actions, suits, proceedings, losses, liabilities, penalties, interest, fines, damages, costs or expenses, including reasonable attorneys’ fees and witness fees (collectively, “Claims and Losses”), to the extent resulting from or arising in connection with the Services and any third party claims of any kind, whether based upon negligence, strict liability or otherwiseTHIS AGREEMENT.

Limitation of Liability; Indemnification. Each party to this Agreement agrees to indemnify and hold harmless the other party and its respective officers, directors, partners, employees, shareholders, and affiliates from any claim, damage, loss, or reasonable expense, including reasonable attorney’s fees resulting from the bodily injury or property damage caused by an occurrence and arising out of the ownership, maintenance, or use of the Aircraft which results from the gross negligence or willful misconduct of such party, provided that neither party shall be liable for any such loss to the extent such loss: (a) is covered by the insurance policies described in Sections 12 and 13; (b) is covered by such policies but the amount of such loss exceeds the policy limits; or (c) consists of expense incurred in connection with any loss covered, in whole or in part, by such policies but such expenses are not payable under such policies. EACH PARTY AGREES THAT (A) THE PROCEEDS OF INSURANCE TO WHICH IT IS ENTITLED, (B) ITS RIGHTS TO INDEMNIFICATION FROM THE OTHER PARTY UNDER THIS SECTION, AND (C) ITS RIGHT TO DIRECT DAMAGES ARISING IN NO EVENT SHALL CLIENT OR CONTRACT FROM A MATERIAL BREACH OF THE CALOSBA BE LIABLE TO OTHER PARTY’S OBLIGATIONS UNDER THIS AGREEMENT ARE THE CONTRACTOR OR ANY OF ITS AGENTS OR REPRESENTATIVES SOLE REMEDIES FOR ANY INCIDENTALDAMAGE, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, LOST SAVINGSLOSS, OR OTHER INCIDENTAL DAMAGES, EXPENSE ARISING OUT OF THIS AGREEMENT OR THE SERVICES PROVIDED HEREUNDER OR CONTEMPLATED HEREBY. EXCEPT AS SET FORTH IN THIS SECTION, EACH PARTY WAIVES ANY OTHER DOCUMENTS OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITHRIGHT TO RECOVER ANY DAMAGE, LOSS, OR ANY BREACH EXPENSE ARISING OUT OF ANY OBLIGATION UNDER THIS AGREEMENT OR ANY OTHER DOCUMENTS THE SERVICES PROVIDED HEREUNDER OR AGREEMENTS ENTERED INTO CONTEMPLATED HEREBY. IN CONNECTION HEREWITH, AND CLIENT NO EVENT SHALL NOT EITHER PARTY BE LIABLE FOR OR HAVE ANY DUTY FOR INDEMNIFICATION OR CONTRIBUTION TO THE CONTRACTOR OTHER PARTY FOR ANY LOSSES OR DAMAGES ARISING FROM CONTRACTOR’S PROVISION OR SERVICES TOCLAIMED INDIRECT, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DMAGES, OR FOR ANY ACTION BY, ANY RECIPIENT DAMAGES CONSISTING OF CONTRACTOR’S SERVICES. EVEN IF CLIENT DAMAGES FOR LOSS OF USE OR THE CALOSBA HAS BEEN ADVISED DEPREIATION OF VALUE OF THE POSSIBILITY AIRCRAFT, LOSS OF SUCH DAMAGES, THE FOREGOING LIMITATION OF LIABILITY SHALL REMAIN IN FULL FORCE AND EFFECT REGARDLESS OF WHETHER THE CONTRACTOR’S REMEDIES HEREUNDER ARE DETERMINED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSEPROFIT OR INSURANCE DEDUCTIBLE. Contractor hereby indemnifies, defends and holds harmless Client, and its current and future affiliates and their respective shareholders, officers, directors, employees, successors and assigns, from and against any and all claims, demands, actions, suits, proceedings, losses, liabilities, penalties, interest, fines, damages, costs The provisions of this section shall survive the termination or expenses, including reasonable attorneys’ fees and witness fees (collectively, “Claims and Losses”), to the extent resulting from or arising in connection with the Services and any third party claims expiration of any kind, whether based upon negligence, strict liability or otherwisethis Agreement.

Limitation of Liability; Indemnification. IN NO EVENT Company agrees and acknowledges that Company’s participation in the Program is strictly voluntary, and that AUSTIN ENERGY is under no obligation to allow Company or its master electrician to perform any Work related to the Program. Company covenants not to xxx XXXXXX ENERGY or pursue other remedies against AUSTIN ENERGY, legal or equitable, including breach of contract, tort (including negligence), strict liability and otherwise, in connection with the Program or any Work Company or its master electrician may perform related to the Program. COMPANY SHALL CLIENT DEFEND, INDEMNIFY, AND HOLD HARMLESS CITY OF AUSTIN, ITS OFFICERS, APPOINTED OR ELECTED OFFICIALS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUCCESSORS AND ASSIGNS (THE CALOSBA BE LIABLE “INDEMNIFIED PARTIES”), AGAINST ALL COSTS, LIABILITIES, DAMAGES, CLAIMS, SUITS, ACTIONS, AND CAUSES OF ACTIONS (“CLAIMS”), TO THE CONTRACTOR EXTENT ARISING, DIRECTLY OR ANY INDIRECTLY, OUT OF ITS AGENTS OR REPRESENTATIVES FOR ANY INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL DAMAGES, ARISING OUT (A) A BREACH OF THIS AGREEMENT OR ANY OTHER DOCUMENTS VIOLATION OF LAW BY COMPANY OR AGREEMENTS ENTERED INTO ITS MASTER ELECTRICIAN , (B) A FALSE REPRESENTATION OR WARRANTY MADE BY THE COMPANY OR ITS MASTER ELECRICIAN IN THIS AGREEMENT OR THE PROGRAM, OR (C) THE NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF A STANDARD OF STRICT LIABILITY BY THE COMPANY OR ITS MASTER ELECTRICIAN IN CONNECTION HEREWITH, OR ANY BREACH OF ANY OBLIGATION UNDER WITH THIS AGREEMENT OR ANY OTHER DOCUMENTS WORK PERFORMED BY MASTER ELECTRICIAN OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITHCOMPANY . CLAIMS TO BE INDEMNIFIED UNDER THIS ARTICLE INCLUDE CLAIMS FOR BODILY INJURY OR DEATH, OCCUPATIONAL ILLNESS OR DISEASE, LOSS OF SERVICES WAGES OR INCOME, DAMAGE, DESTRUCTION OR LOSS OF USE OF PROPERTY, AND CLIENT SHALL WORKERS’ COMPENSATION CLAIMS. COMPANY’S OBLIGATIONS UNDER THIS ARTICLE ARE NOT BE LIABLE TO EXCUSED IN THE CONTRACTOR FOR ANY LOSSES EVENT A CLAIM IS CAUSED IN PART BY THE ALLEGED NEGLIGENCE OR DAMAGES ARISING FROM CONTRACTOR’S PROVISION OR SERVICES TO, OR ANY ACTION BY, ANY RECIPIENT OF CONTRACTOR’S SERVICES. EVEN IF CLIENT OR THE CALOSBA HAS BEEN ADVISED WILLFUL MISCONDUCT OF THE POSSIBILITY OF SUCH DAMAGES, THE FOREGOING LIMITATION OF LIABILITY SHALL REMAIN IN FULL FORCE AND EFFECT REGARDLESS OF WHETHER THE CONTRACTOR’S REMEDIES HEREUNDER ARE DETERMINED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. Contractor hereby indemnifies, defends and holds harmless Client, and its current and future affiliates and their respective shareholders, officers, directors, employees, successors and assigns, from and against any and all claims, demands, actions, suits, proceedings, losses, liabilities, penalties, interest, fines, damages, costs or expenses, including reasonable attorneys’ fees and witness fees (collectively, “Claims and Losses”), to the extent resulting from or arising in connection with the Services and any third party claims of any kind, whether based upon negligence, strict liability or otherwiseINDEMNIFIED PARTIES.

Limitation of Liability; Indemnification. (a) NOTWITHSTANDING ANYTHING TO THE CONTRARY, LESSOR. SHALL NOT BE LIABLE FOR ANY DIRECT DAMAGES OF LESSEE RESULTING FROM, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABLITY OR OTHERWISE, REGARDLESS OF THE THEORY OF LIABILITY. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY, with respect to each Schedule, Lessee agrees that (a) Lessor shall have no liability, cost or expense with respect to transportation, installation, selection, purchase, lease, ownership, possession, modification, maintenance, condition, operation, use, return or disposition of the Equipment, and (b) Lessor shall have no responsibility in connection with the selection of the Equipment, the ordering of the Equipment, its suitability for the use intended by Lessee, Lessee’s compliance or non-compliance with competitive pricing and/or bidding requirements, the acceptance by the vendor of the order submitted, if applicable, or any delay or failure by the vendor or its sales representative to, deliver, install, or maintain the Equipment for Lessee’s use. IN NO EVENT SHALL CLIENT OR THE CALOSBA LESSOR BE LIABLE TO THE CONTRACTOR OR ANY OF ITS AGENTS OR REPRESENTATIVES FOR ANY INCIDENTAL, CONSEQUENTIAL INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, LOST SAVINGS, PUNITIVE DAMAGES IN CONNECTION WITH OR OTHER INCIDENTAL DAMAGES, ARISING OUT OF THIS AGREEMENT ANY SCHEDULE OR ANY OTHER DOCUMENTS THE EXISTENCE, FURNISHING, FUNCTIONING OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH, OR ANY BREACH LESSEE’S USE OF ANY OBLIGATION UNDER THIS AGREEMENT ITEM OF EQUIPMENT PROVIDED FOR IN ANY SCHEDULE, WHETHER IN CONTRACT, TORT, STRICT LIABLITY OR ANY OTHER DOCUMENTS OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITHOTHERWISE, REGARDLESS OF THE THEORY OF LIABILITY AND CLIENT SHALL NOT BE LIABLE TO THE CONTRACTOR FOR ANY LOSSES OR DAMAGES ARISING FROM CONTRACTOR’S PROVISION OR SERVICES TO, OR ANY ACTION BY, ANY RECIPIENT REGARDLESS OF CONTRACTOR’S SERVICES. EVEN IF CLIENT OR THE CALOSBA WHETHER LESSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, . THE FOREGOING LIMITATION OF LIABILITY SHALL REMAIN PARTIES AGREE THAT THE PROVISIONS IN FULL FORCE AND EFFECT REGARDLESS OF WHETHER THIS MLA FAIRLY ALLOCATE THE CONTRACTOR’S REMEDIES HEREUNDER ARE DETERMINED TO RISKS BETWEEN THE PARTIES WITHOUT WHICH THEY WOULD NOT HAVE FAILED OF THEIR ESSENTIAL PURPOSE. Contractor hereby indemnifies, defends ENTERED INTO THIS MLA. (b) Without waiving the doctrines of sovereign immunity and holds harmless Clientimmunity from suit, and only to the extent permitted by the laws and Constitution of the State of Texas, Lessee shall indemnify, protect, save and hold harmless Lessor, its current agents, servants and future affiliates and their respective shareholders, officers, directors, employees, successors and assigns, from and against all losses, damages, injuries, claims, demands and expenses, including legal expenses and attorney’s fees, of whatsoever nature, arising out of the use, misuse, condition, repair, storage, return or operation (including, but not limited to, latent and other defects, whether or not discoverable by it) of any unit of Equipment, regardless of where, how and all by whom operated, and arising out of negligence (excluding the gross negligence or willful misconduct of Lessor). To the extent permitted by the laws and Constitution of the State of Texas, Lessee is liable for the expenses of the defense or the settlement of any suit or suits or other legal proceedings brought to enforce any such losses, damages, injuries, claims, demands, actionsand expenses and shall pay all judgments entered in any such suit or suits or other legal proceedings. To the extent permitted by the laws and Constitution of the State of Texas, suitsthe foregoing indemnities and assumptions of liabilities and obligations herein provided for shall continue in full force and effect notwithstanding the termination of the MLA or a Schedule whether by expiration of time, proceedingsby operation of law or otherwise. With respect to Lessor, lossesLessee is an independent contractor, liabilitiesand nothing contained herein authorizes Lessee or any other person to operate the Equipment so as to impose or incur any liability or obligation for or on behalf of Lessor. (c) Without waiving the doctrines of sovereign immunity and immunity from suit, penalties, interest, fines, damages, costs or expenses, including reasonable attorneys’ fees and witness fees (collectively, “Claims and Losses”), only to the extent resulting permitted by the laws and Constitution of the State of Texas, Lessee and DIR individually and collectively assume all risks and liabilities with respect to any claim made by any third party that the lease arrangements herein are not authorized by law. Without waiving the doctrines of sovereign immunity and immunity from or arising suit, and to the extent permitted by the laws and Constitution of the State of Texas, Lessee and DIR agree to indemnify, save and hold harmless Lessor from any and all such claims and all expenses incurred in connection with such claims or to defend against such claims, including without limitation any judgments by a court of competent jurisdiction or settlement or compromise with such claimant. (d) Without waiving the Services doctrines of sovereign immunity and immunity from suit, and only to the extent permitted by the laws and Constitution of the State of Texas, if any third party claims person attempts to claim ownership of the Equipment by asserting that claim against Lessee or through Lessee, Lessee agrees, at its expense, to protect and defend Lessor’s title to the Equipment. Lessee further agrees that it will at all times keep the Equipment free from any kindlegal process, whether based upon negligenceencumbrance or lien whatsoever, strict liability and Lessee shall give Lessor immediate notice if any legal process, encumbrance or otherwiselien is asserted or made against the Equipment.

Limitation of Liability; Indemnification. 7.1. EXCEPT WITH REGARD TO AMBASSADOR’S INDEMNIFICATION OBLIGATIONS SET FORTH HEREIN, AND ANY DAMAGES ARISING FROM THE BREACH BY AMBASSADOR OF THE CONFIDENTIALITY OBLIGATIONS SET FORTH IN NO SECTION 8, THE TOTAL LIABILITY OF EITHER PARTY FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENTS LIMITED TO AN AMOUNT EQUAL TO THE TOTAL COMMISSIONS PAYABLE BY COMPANY DURING THE THREE (3) MONTHS PRECEDING THE EVENT SHALL CLIENT OR WHICH GAVE RISE TO THE CALOSBA DAMAGES. NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, NEITHER PARTY WILL BE LIABLE TO THE CONTRACTOR OR ANY OF ITS AGENTS OR REPRESENTATIVES OTHER PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL OR SPECIAL DAMAGESDAMAGES INCLUDING, INCLUDING BUT NOT LIMITED TO ANY LOST WITHOUT LIMITATION, LOSS OF PROFITS, REVENUE OR LOST SAVINGS, OR OTHER INCIDENTAL DAMAGES, BUSINESS OPPORTUNITIES (WHETHER ARISING OUT OF THIS AGREEMENT TRANSMISSION INTERRUPTIONS OR ANY OTHER DOCUMENTS OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH, OR ANY BREACH OF ANY OBLIGATION UNDER THIS AGREEMENT OR ANY OTHER DOCUMENTS OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH, AND CLIENT SHALL NOT BE LIABLE TO THE CONTRACTOR FOR ANY LOSSES OR DAMAGES ARISING FROM CONTRACTOR’S PROVISION OR SERVICES TO, OR ANY ACTION BYPROBLEMS, ANY RECIPIENT INTERRUPTION OR DEGRADATION OF CONTRACTOR’S SERVICES. SERVICE OR OTHERWISE), WHETHER FORESEEABLE OR NOT, EVEN IF CLIENT OR THE CALOSBA A PARTY HAS BEEN ADVISED BY THE OTHER PARTY OF THE POSSIBILITY OF SUCH DAMAGESTHE DAMAGE AND EVEN IF A PARTY ASSERTS OR ESTABLISHES A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED IN THIS AGREEMENT. 7.1.1 Notwithstanding Section 7.1, THE FOREGOING LIMITATION OF LIABILITY SHALL REMAIN IN FULL FORCE AND EFFECT REGARDLESS OF WHETHER THE CONTRACTOR’S REMEDIES HEREUNDER ARE DETERMINED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSECOMPANY will have no liability to Ambassador whatsoever (including, without limitation, for any claim for Commissions dues) as a result of (i) the discontinuance, unavailability or failure of any Products and Services, (ii) any adjustments by COMPANY to the terms and conditions of any Products and Services, (iii) the failure by COMPANY to accept any prospective Referral Customer or any order for Products and Services, (iv) the failure by COMPANY to provide or to continue to provide any Products and Services to a prospective or current Referral Customer due to an initial or continuing credit approval process or due to termination or assignment of such Referral Customer’s agreement with COMPANY, or (v) any non-COMPANY products or services marketed, sold or licensed by Ambassador. 7.2. Contractor hereby indemnifiesAmbassador agrees to indemnify, defends defend and holds harmless Clienthold COMPANY, and its current and future affiliates and their respective shareholders, officers, directors, employees, successors agents and assigns, contractors harmless from and against any all loss, damage, liability, cost and all claims, demands, actions, suits, proceedings, losses, liabilities, penalties, interest, fines, damages, costs or expenses, expense (including reasonable attorneys’ attorney’s fees and witness fees (collectively, “Claims and Losses”), to the extent resulting from expenses) by reason of any claims or actions which may at any time be suffered or incurred by or be asserted against any or all of them as a result or arising out or relating to or in connection with (i) Ambassador’s default under any provision in the Services and any third party claims Agreement, breach of any kindwarranty or representation of this Agreement, whether based upon negligenceor failure in any way to perform any obligations under this Agreement; and (ii) the acts, strict liability omissions or otherwisemisrepresentations of Ambassador or its affiliates, directors, officers, employees, agents or representatives; excluding therefrom any Claim arising out of or related to the gross negligence or willful misconduct of COMPANY.

Limitation of Liability; Indemnification. (a) (A) EXCEPT AS SET FORTH IN NO EVENT SHALL CLIENT THIS AGREEMENT, THE SERVICES PROVIDED BY IFMI HEREUNDER ARE PROVIDED WITHOUT ANY REPRESENTATION, WARRANTY, GUARANTY OR THE CALOSBA BE LIABLE OTHER ASSURANCE OF ANY KIND, IMPLIED OR EXPRESSED, WITH RESPECT TO THE CONTRACTOR THEIR MERCHANTABILITY OR ANY OF ITS AGENTS OR REPRESENTATIVES FITNESS FOR ANY INCIDENTALA PARTICULAR PURPOSE, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, LOST SAVINGSWHICH WARRANTIES ARE SPECIFICALLY DISCLAIMED, OR OTHER INCIDENTAL DAMAGES, ARISING OUT OF THIS AGREEMENT OTHERWISE. IFMI SHALL HAVE NO LIABILITY TO CEA OR ANY OTHER DOCUMENTS PARTY BY REASON OF ANY FAILURE OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITHINADEQUACY OF THE SERVICES, EXCEPT TO THE EXTENT SUCH FAILURE IS ATTRIBUTABLE TO THE GROSS NEGLIGENCE OR ANY WILLFUL MISCONDUCT OF EITHER IFMI, ITS EMPLOYEES OR OTHER PERSONS PERFORMING SERVICES ON BEHALF OF IFMI OR ITS AFFILIATES PURSUANT TO SECTION 2.7 OR TO IFMI’S BREACH OF ANY OBLIGATION UNDER THIS AGREEMENT OR ANY OTHER DOCUMENTS OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH, AND CLIENT SHALL NOT BE LIABLE TO THE CONTRACTOR FOR ANY LOSSES OR DAMAGES ARISING FROM CONTRACTOR’S PROVISION OR SERVICES TO, OR ANY ACTION BY, ANY RECIPIENT EXPRESS TERMS OF CONTRACTOR’S SERVICES. EVEN IF CLIENT OR THE CALOSBA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, THE FOREGOING LIMITATION OF LIABILITY SHALL REMAIN IN FULL FORCE AND EFFECT REGARDLESS OF WHETHER THE CONTRACTOR’S REMEDIES HEREUNDER ARE DETERMINED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. Contractor hereby indemnifies, defends THIS (b) CEA will indemnify and holds harmless Clientdefend Seller Indemnified Parties against, and its current and future affiliates and their respective shareholderswill hold them harmless from, officers, directors, employees, successors and assigns, from and against any and all claims, demands, actions, suits, proceedings, losses, liabilitiesdamages, claims (including third-party claims), charges, interest, penalties, interest, fines, damagestaxes, costs or expensesand reasonable expenses (including legal, including reasonable attorneys’ consultant, accounting and other professional fees, and fees and witness fees costs incurred in connection therewith or in enforcing their rights hereunder) (collectively, “Claims and Losses”) imposed on, incurred by, asserted against or suffered by any Seller Indemnified Party (i) in connection with, or otherwise with respect to the Services, (ii) arising out of, related to or resulting from any breach, nonfulfillment or violation of any representation, warranty or covenant made by CEA in this Agreement or (iii) attributable to the gross negligence or willful misconduct of CEA or any of its Affiliates in connection with the performance of CEA’s obligations under this Agreement, except, in the case of the foregoing clause (i), to the extent such Losses are attributable to the gross negligence or willful misconduct of IFMI, its employees or other persons performing services on behalf of IFMI or its Affiliates pursuant to Section 2.7 or to IFMI’s breach of the express terms of this Agreement. (c) IFMI will indemnify and defend Buyer Indemnified Parties against, and will hold them harmless from, any and all Losses imposed on, incurred by, asserted against or suffered by any Buyer Indemnified Party (i) arising out of, related to or resulting from any breach, nonfulfillment or arising violation of any representation, warranty or covenant made by IFMI in this Agreement or (ii) attributable to the gross negligence or willful misconduct of IFMI, its employees or other persons performing services on behalf of IFMI or its Affiliates pursuant to Section 2.7 in connection with the Services performance of IMFI’s obligations under this Agreement. (d) The maximum aggregate liability of IFMI and any third party claims all IFMI Indemnified Parties under or in connection with this Agreement shall be limited to the amount of any kind, whether based upon negligence, strict liability or otherwisethe aggregate Service Fee received by IFMI under this Agreement.

Limitation of Liability; Indemnification. a. EXCEPT TO THE EXTENT CAUSED BY GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF EITHER PARTY: (1) IN NO EVENT SHALL CLIENT OR THE CALOSBA WILL EITHER PARTY BE LIABLE TO THE CONTRACTOR OTHER PARTY OR ANY OF ITS AGENTS OR REPRESENTATIVES THIRD PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGESEXEMPLARY, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, LOST SAVINGSPUNITIVE, OR OTHER INCIDENTAL DAMAGES, CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT AGREEMENT, INCLUDING ANY LOST, CORRUPTED OR ANY OTHER DOCUMENTS OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITHALTERED DATA, LOSS OF USE OF DATA, RECOVERY OF DATA, OR ANY BREACH LOSS OR INTERRUPTION OF ANY OBLIGATION UNDER THIS AGREEMENT BUSINESS OR ANY OTHER DOCUMENTS OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITHPROFITS, AND CLIENT SHALL NOT BE LIABLE TO THE CONTRACTOR FOR ANY LOSSES OR DAMAGES ARISING FROM CONTRACTOR’S PROVISION OR SERVICES TO, OR ANY ACTION BY, ANY RECIPIENT OF CONTRACTOR’S SERVICES. EVEN IF CLIENT OR THE CALOSBA SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, ; AND (2) IN NO EVENT WILL THE FOREGOING TOTAL CUMULATIVE LIABILITY OF EITHER PARTY RELATING TO THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID TO GLOO BY COMPANY UNDER THIS AGREEMENT DURING THE 3 MONTH PERIOD PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY. IN STATES WHERE LIMITATION OF LIABILITY SHALL REMAIN IN FULL FORCE AND EFFECT REGARDLESS FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, THE LIABILITY OF WHETHER EACH PARTY IS LIMITED TO THE CONTRACTOR’S REMEDIES HEREUNDER ARE DETERMINED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. Contractor hereby indemnifiesMAXIMUM EXTENT PERMITTED BY LAW. b. Company agrees to indemnify and hold Gloo, defends its agents and holds employees harmless Client, and its current and future affiliates and their respective shareholders, officers, directors, employees, successors and assigns, from and against any and all claims, demands, actions, suits, proceedings, lossesdamages, liabilities, penalties, interest, fines, damages, costs or expenses, and expenses (including reasonable attorneys’ fees and witness fees (collectively, “Claims and Losses”), to the extent resulting from or fees) arising in connection with the Services and any third out of third-party claims claim that may arise against Gloo as a result of any kind, whether based upon negligence, strict liability or otherwiseuse by Company in breach of the terms of this Agreement.

Limitation of Liability; Indemnification. IN NO EVENT SHALL CLIENT 10.1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW (INCLUDING, WITHOUT LIMITATION, CONSUMER PROTECTION LAW), NEITHER PIRELLI NOR ITS AFFILIATES, SUBSIDIARIES, LICENSORS, SUPPLIERS OR THE CALOSBA THIRD PARTY CONTENT PROVIDERS NOR THEIR RESPECTIVE PARTNERS, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, SUCCESSORS OR ASSIGNS (“PIRELLI GROUP”) WILL BE LIABLE TO THE CONTRACTOR OR ANY OF ITS AGENTS OR REPRESENTATIVES FOR ANY INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, LOST SAVINGSSPECIAL, OR OTHER INCIDENTAL DAMAGES, CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT OR RELATING TO THE APP, THE SERVICES, THESE TERMS AND CONDITIONS, ANY BREACH THEREOF, INCLUDING ANY DAMAGES OR INJURY ARISING FROM ANY USE OF THE APP OR THE SERVICES, WHETHER BASED ON CONTRACT, NEGLIGENCE OR ANY OTHER DOCUMENTS TORT, STRICT LIABILITY OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITHOTHERWISE, OR ANY BREACH OF ANY OBLIGATION UNDER THIS AGREEMENT OR ANY OTHER DOCUMENTS OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH, AND CLIENT SHALL NOT BE LIABLE TO THE CONTRACTOR FOR ANY LOSSES OR DAMAGES ARISING FROM CONTRACTOR’S PROVISION OR SERVICES TO, OR ANY ACTION BY, ANY RECIPIENT OF CONTRACTOR’S SERVICES. EVEN IF CLIENT OR PIRELLI GROUP AND THE CALOSBA HAS THIRD PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGESDAMAGES WERE FORESEEABLE. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS AND CONDITIONS, PIRELLI GROUP’S COLLECTIVE LIABILITY TO USER IN RESPECT OF ANY DIRECT LOSS OR DAMAGE SUFFERED BY USER AND ARISING OUT OF OR IN CONNECTION WITH THE APP, THE FOREGOING SERVICES, OR THESE TERMS AND CONDITIONS, WHETHER BASED ON CONTRACT, NEGLIGENCE OR ANY OTHER TORT, STRICT LIABILITY OR OTHERWISE SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNT USER HAS PAID TO PIRELLI FOR ACCESS TO AND USE OF THE APP AND THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT(S) OR CIRCUMSTANCES GIVING RISE TO CLAIM; OR (B) $50 USD. The Parties agree that the above limitations of liability are reasonable in accordance with each Party’s obligations and level or risk under these Terms and Conditions. THESE LIMITATIONS OF LIABILITY SHALL CONSTITUTE PIRELLI GROUP’S SOLE LIABILITY AND OBLIGATION IN RESPECT OF ANY AND ALL CLAIMS BROUGHT AGAINST IT IN CONNECTION WITH THE APP, THE SERVICES, THESE TERMS AND CONDITIONS, OR THE TRANSACTIONS CONTEMPLATED HEREBY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY SHALL REMAIN IN FULL FORCE FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, ALL OR A PORTION OF THESE LIMITATIONS MAY NOT APPLY TO USER. 10.2. THE PARTIES AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE APP, THE SERVICES, OR THESE TERMS AND EFFECT REGARDLESS CONDITIONS MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF WHETHER ACTION ACCRUES OR THE CONTRACTOR’S REMEDIES HEREUNDER ARE DETERMINED CAUSE OF ACTION IS PERMANENTLY BARRED. BECAUSE SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, ALL OR A PORTION OF THESE LIMITATIONS MAY NOT APPLY TO HAVE FAILED USER. 10.3. USER AGREES THAT PIRELLI WILL NOT BE LIABLE TO USER OR ANY THIRD PARTY FOR THE UNAVAILABILITY, MODIFICATION, SUSPENSION OR WITHDRAWAL OF THEIR ESSENTIAL PURPOSETHE APP OR THE SERVICES. 10.4. Contractor hereby indemnifies, defends User will indemnify and holds hold harmless Client, and its current and future affiliates and their respective shareholders, officers, directors, employees, successors and assigns, Pirelli Group from and against any and all claimsfines, demands, actions, suits, proceedings, lossespenalties, liabilities, penalties, interest, fines, damages, costs or expenses, losses and other damages of any kind whatsoever (including reasonable attorneys’ fees and witness fees (collectively, “Claims and Losses”experts’ fees), to the extent resulting from incurred by Pirelli Group and shall defend Pirelli Group against any and all claims arising out of or arising in connection with the Services User’s breach of these Terms and Conditions, User’s infringement of any third party claims right, including but not limited to any intellectual property or proprietary right, User’s use of the App or the Services, or the use of the App or the Services by any other person acting on User’s behalf or using User’s Access Data. Pirelli Group will control the defense of any kindclaim to which this indemnity may apply, whether based upon negligenceincluding the selection of counsel, strict liability or otherwiseand in any event, User shall not settle any claim without the prior written approval of Pirelli Group.

Limitation of Liability; Indemnification. 8.1. THE TOTAL LIABILITY OF EITHER PARTY FOR DAMAGES ARISING OUT OF OR IN NO EVENT SHALL CLIENT CONNECTION WITH AN ORDER FORM (EXCLUDING AMOUNTS PAID OR PAYABLE PURSUANT TO SECTIONS 3 AND 4, ABOVE) IS LIMITED TO AN AMOUNT EQUAL TO THE CALOSBA TOTAL CHARGES PAYABLE BY CUSTOMER DURING THE TERM SET FORTH THEREIN. NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, NEITHER PARTY WILL BE LIABLE TO THE CONTRACTOR OR ANY OF ITS AGENTS OR REPRESENTATIVES OTHER PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL DAMAGES, DAMAGES (WHETHER ARISING OUT OF THIS AGREEMENT TRANSMISSION INTERRUPTIONS OR ANY OTHER DOCUMENTS OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH, OR ANY BREACH OF ANY OBLIGATION UNDER THIS AGREEMENT OR ANY OTHER DOCUMENTS OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH, AND CLIENT SHALL NOT BE LIABLE TO THE CONTRACTOR FOR ANY LOSSES OR DAMAGES ARISING FROM CONTRACTOR’S PROVISION OR SERVICES TO, OR ANY ACTION BYPROBLEMS, ANY RECIPIENT INTERRUPTION OR DEGRADATION OF CONTRACTOR’S SERVICES. SERVICE OR OTHERWISE), WHETHER FORESEEABLE OR NOT, EVEN IF CLIENT OR THE CALOSBA A PARTY HAS BEEN ADVISED BY THE OTHER PARTY OF THE POSSIBILITY OF SUCH DAMAGESTHE DAMAGE AND EVEN IF A PARTY ASSERTS OR ESTABLISHES A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED IN THIS AGREEMENT. THE LIMITATIONS SET FORTH IN THIS SECTION WILL APPLY TO CLAIMS OF BREACH OF CONTRACT, THE FOREGOING LIMITATION BREACH OF LIABILITY SHALL REMAIN WARRANTY, NEGLIGENCE, OR STRICT LIABILITY. IN FULL FORCE AND EFFECT REGARDLESS NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY LOSS OF WHETHER THE CONTRACTOR’S REMEDIES HEREUNDER ARE DETERMINED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSEDATA. 8.2. Contractor hereby indemnifiesXxxXxxx agrees to indemnify, defends defend and holds harmless Clienthold Customer, and its current and future affiliates and their respective shareholders, officers, directors, employees, successors agents and assigns, contractors harmless from and against any all loss, damage, liability, cost and all claims, demands, actions, suits, proceedings, losses, liabilities, penalties, interest, fines, damages, costs or expenses, expense (including reasonable attorneys’ fees and witness fees expenses) by reason of any claims or actions by third parties against Customer for (collectivelyi) bodily injury or death, “Claims and Losses”)damage, to the extent resulting from loss or arising in connection with the Services and destruction of any real or tangible personal property, which third party claims arise out of or relate to AirCell’s gross negligence or willful misconduct or (ii) infringement or misappropriation by AirCell of any kindintellectual property rights under this Agreement. 8.3. Customer agrees to indemnify, whether based upon negligencedefend and hold XxxXxxx, strict liability its officers, directors, employees, agents and contractors harmless from and against all loss, damage, liability, cost and expense (including reasonable attorneys’ fees and expenses) by reason of any claims or otherwiseactions by third parties against AirCell for (i) bodily injury or death or damage, loss or destruction of any real or tangible personal property, which third party claims arise out of or relate to Customer’s gross negligence or willful misconduct, (ii) infringement or misappropriation by Customer of any intellectual property rights under this Agreement, or (iii) Customer’s or its customer’s use of the Products or Services, including without limitation, defamation, libel, slander, obscenity, pornography, or violation of the rights of privacy or publicity, or spamming or any other tortious or illegal conduct.

Limitation of Liability; Indemnification. IN NO EVENT Page4 Company agrees and acknowledges that Company’s participation in the Program is strictly voluntary, and that AUSTIN ENERGY is under no obligation to allow Company or its master electrician to perform any Work related to the Program. Company covenants not to xxx XXXXXX ENERGY or pursue other remedies against AUSTIN ENERGY, legal or equitable, including breach of contract, tort (including negligence), strict liability and otherwise, in connection with the Program or any Work Company or its master electrician may perform related to the Program. COMPANY SHALL CLIENT DEFEND, INDEMNIFY, AND HOLD HARMLESS CITY OF AUSTIN, ITS OFFICERS, APPOINTED OR ELECTED OFFICIALS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUCCESSORS AND ASSIGNS (THE CALOSBA BE LIABLE “INDEMNIFIED PARTIES”), AGAINST ALL COSTS, LIABILITIES, DAMAGES, CLAIMS, SUITS, ACTIONS, AND CAUSES OF ACTIONS (“CLAIMS”), TO THE CONTRACTOR EXTENT ARISING, DIRECTLY OR ANY INDIRECTLY, OUT OF ITS AGENTS OR REPRESENTATIVES FOR ANY INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL DAMAGES, ARISING OUT (A) A BREACH OF THIS AGREEMENT OR ANY OTHER DOCUMENTS VIOLATION OF LAW BY COMPANY OR AGREEMENTS ENTERED INTO ITS MASTER ELECTRICIAN , (B) A FALSE REPRESENTATION OR WARRANTY MADE BY THE COMPANY OR ITS MASTER ELECRICIAN IN THIS AGREEMENT OR THE PROGRAM, OR (C) THE NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF A STANDARD OF STRICT LIABILITY BY THE COMPANY OR ITS MASTER ELECTRICIAN IN CONNECTION HEREWITH, OR ANY BREACH OF ANY OBLIGATION UNDER WITH THIS AGREEMENT OR ANY OTHER DOCUMENTS WORK PERFORMED BY MASTER ELECTRICIAN OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITHCOMPANY . CLAIMS TO BE INDEMNIFIED UNDER THIS ARTICLE INCLUDE CLAIMS FOR BODILY INJURY OR DEATH, OCCUPATIONAL ILLNESS OR DISEASE, LOSS OF SERVICES WAGES OR INCOME, DAMAGE, DESTRUCTION OR LOSS OF USE OF PROPERTY, AND CLIENT SHALL WORKERS’ COMPENSATION CLAIMS. COMPANY’S OBLIGATIONS UNDER THIS ARTICLE ARE NOT BE LIABLE TO EXCUSED IN THE CONTRACTOR FOR ANY LOSSES EVENT A CLAIM IS CAUSED IN PART BY THE ALLEGED NEGLIGENCE OR DAMAGES ARISING FROM CONTRACTOR’S PROVISION OR SERVICES TO, OR ANY ACTION BY, ANY RECIPIENT OF CONTRACTOR’S SERVICES. EVEN IF CLIENT OR THE CALOSBA HAS BEEN ADVISED WILLFUL MISCONDUCT OF THE POSSIBILITY OF SUCH DAMAGES, THE FOREGOING LIMITATION OF LIABILITY SHALL REMAIN IN FULL FORCE AND EFFECT REGARDLESS OF WHETHER THE CONTRACTOR’S REMEDIES HEREUNDER ARE DETERMINED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. Contractor hereby indemnifies, defends and holds harmless Client, and its current and future affiliates and their respective shareholders, officers, directors, employees, successors and assigns, from and against any and all claims, demands, actions, suits, proceedings, losses, liabilities, penalties, interest, fines, damages, costs or expenses, including reasonable attorneys’ fees and witness fees (collectively, “Claims and Losses”), to the extent resulting from or arising in connection with the Services and any third party claims of any kind, whether based upon negligence, strict liability or otherwiseINDEMNIFIED PARTIES.

Limitation of Liability; Indemnification. IN NO EVENT SHALL CLIENT OR THE CALOSBA (A) I UNDERSTAND AND AGREE THAT YOU, YOUR AFFILIATES, YOUR RESPECTIVE OFFICERS, DIRECTORS, AND EMPLOYEES, AND THIRD PARTY SERVICE PROVIDERS WILL NOT BE LIABLE TO THE CONTRACTOR ME OR TO THIRD PARTIES UNDER ANY OF ITS AGENTS CIRCUMSTANCES, OR REPRESENTATIVES HAVE ANY RESPONSIBILITY WHATSOEVER, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL OR SPECIAL DAMAGES (INCLUDING LOST PROFITS, AND DAMAGES) THAT I MAY INCUR IN CONNECTION WITH MY USE OF THE SERVICES PROVIDED BY YOU UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO MY USE OF THE APP AND THE WEBSITE, AS WELL AS ANY LOST PROFITSAND ALL FUNCTIONS AND FEATURES MADE AVAILABLE ON THE PLATFORM, LOST SAVINGSINCLUDING THE ENTERING INTO OF TRANSACTIONS, OR OTHER INCIDENTAL DAMAGES, ARISING OUT OF THIS AGREEMENT OR AS WELL AS ANY OTHER DOCUMENTS OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH, OR ANY BREACH SERVICES OF ANY OBLIGATION UNDER THIS AGREEMENT OR KIND MADE AVAILABLE THROUGH THE PLATFORM BY ANY OTHER DOCUMENTS OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITHTHIRD PARTY (INCLUDING ANY THIRD-PARTY SERVICE PROVIDER), (COLLECTIVELY, THE “SERVICES”). YOU, YOUR AFFILIATES, AND CLIENT YOUR RESPECTIVE OFFICERS, DIRECTORS, AND EMPLOYEES SHALL NOT BE LIABLE TO BY REASON OF DELAYS OR INTERRUPTIONS OF THE CONTRACTOR FOR ANY LOSSES SERVICES OR DAMAGES ARISING FROM CONTRACTOR’S PROVISION OR SERVICES TOTRANSMISSIONS, OR ANY ACTION BYFAILURES OF PERFORMANCE OF YOUR SYSTEMS, ANY RECIPIENT REGARDLESS OF CONTRACTOR’S SERVICES. EVEN IF CLIENT CAUSE, INCLUDING THOSE CAUSED BY GOVERNMENTAL OR THE CALOSBA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGESREGULATORY ACTION, THE FOREGOING LIMITATION ACTION OF LIABILITY SHALL REMAIN IN FULL FORCE AND EFFECT REGARDLESS OF WHETHER THE CONTRACTOR’S REMEDIES HEREUNDER ARE DETERMINED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. Contractor hereby indemnifiesANY EXCHANGE OR OTHER SELF REGULATORY ORGANIZATION, defends and holds harmless ClientOR THOSE CAUSED BY SOFTWARE OR HARDWARE MALFUNCTIONS. (B) Except as otherwise provided by law, and its current and future You, or any of Your affiliates and their or respective shareholderspartners, officers, directors, employees, successors and assigns, from and against any and all claims, demands, actions, suits, proceedings, losses, liabilities, penalties, interest, fines, damages, costs employees or expenses, including reasonable attorneys’ fees and witness fees agents (collectively, “Claims Indemnified Parties”) shall not be liable for any expenses, losses, costs, damages, liabilities, demands, debts, obligations, penalties, charges, claims, causes of action, penalties, fines and taxes of any kind or nature (including legal expenses and attorneys’ fees) (whether known or unknown, absolute or contingent, liquidated or unliquidated, direct or indirect, due or to become due, accrued or not accrued, asserted or unasserted, related or not related to a third party claim, or otherwise) (collectively, “Losses”) are determined by a court of competent jurisdiction or an arbitration panel in a final non-appealable judgment or order to have resulted solely from Your, or any of Your affiliates’ gross negligence or intentional misconduct. In addition, I agree that the Indemnified Parties shall have no liability for, and I agree to indemnify, defend and hold harmless the Indemnified Parties from all Losses that result from: (i) any noncompliance by Me with any of the terms and conditions of this Agreement; (ii) any third-party actions related to My use of the App or the Website; (iii) My or My agent’s misrepresentation or alleged misrepresentation, or act or omission; (iv) Indemnified Parties following My or My agent’s directions or instructions, or failing to follow My or My agent’s unlawful or unreasonable directions or instructions; (v) any activities or services of the Indemnified Parties in connection with My Account (including any technology services, reporting, trading, research or capital introduction services, settlement or processing of any transfer of funds to or from My Account(s) herein); or (vi) the failure by any person not controlled by the Indemnified Parties and their affiliates to perform any obligations to Me. Further, if I authorize or allow third parties to gain access to Your services, including My Accounts, I will indemnify, defend and hold harmless You, Your affiliates, and Your and Your affiliates’ respective officers and employees against any Losses arising out of claims or suits by such third parties based upon or relating to such access and use. Streetbeat does not warrant against loss of use or any direct, indirect or consequential damages or Losses to Me caused by My assent, expressed or implied, to a third party accessing My Account or information, including access provided through any other third party systems or sites. (C) I consent to the extent resulting from use of automated systems or service bureaus by You and Your affiliates in conjunction with My Account, including record keeping, reporting and account reconciliation and risk management systems (collectively “Automated Systems”). I understand that the use of Automated Systems entails risks, such as interruption or delays of service, errors or omissions in the information provided, system failure and errors in the design or functioning of such Automated Systems (collectively, a “System Failure”) that could cause substantial damage, expense, or liability to Me. I understand and agree that Indemnified Parties will have no liability whatsoever for any of My Losses arising out of or relating to a System Failure. I also agree that Indemnified Parties will have no responsibility or liability to Me in connection with the Services and performance or non- performance by any third party or any of their respective agents or affiliate. I agree that Indemnified Parties will have no liability, to Me or to third parties, or responsibility whatsoever for: (i) any Losses resulting from a cause over which Indemnified Parties do not have direct control; and (ii) any special, indirect, incidental, consequential, punitive or exemplary damages (including lost profits, trading losses and damages) that I may incur in connection with My use of the App, the Website, and other services provided by Indemnified Parties under this Agreement. Further, if I authorize or allow third parties to gain access to Your services, including My Accounts, I will indemnify, defend and hold harmless You, Your affiliates, and Your and Your affiliates’ respective officers and employees against any Losses arising out of claims of any kind, whether or suits by such third parties based upon negligence, strict liability or otherwiserelating to such access and use.

Limitation of Liability; Indemnification. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: (a) IN NO EVENT SHALL CLIENT WILL SOFTWARE VENDOR OR THE CALOSBA BE LIABLE TO THE CONTRACTOR ITS AFFILIATES, OR ANY OF ITS AGENTS OR REPRESENTATIVES THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY OR INABILITY TO USE THE SOFTWARE, LOST REVENUES OR PROFITS, DELAYS, INTERRUPTION OR LOSS OF SERVICES, BUSINESS OR GOODWILL, LOSS OR CORRUPTION OF DATA, LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION OR SHUTDOWN, FAILURE TO ACCURATELY TRANSFER, READ OR TRANSMIT INFORMATION, FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION, SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION OR BREACHES IN SYSTEM SECURITY, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, CONSEQUENTIAL INDIRECT, EXEMPLARY, SPECIAL OR SPECIAL PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL DAMAGES, WHETHER ARISING OUT OF THIS AGREEMENT OR ANY OTHER DOCUMENTS OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITHWITH THIS AGREEMENT, OR ANY BREACH OF ANY OBLIGATION UNDER THIS AGREEMENT CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER DOCUMENTS OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH, AND CLIENT SHALL NOT BE LIABLE TO THE CONTRACTOR FOR ANY LOSSES OR DAMAGES ARISING FROM CONTRACTOR’S PROVISION OR SERVICES TO, OR ANY ACTION BY, ANY RECIPIENT OF CONTRACTOR’S SERVICES. EVEN IF CLIENT OR THE CALOSBA HAS BEEN SOFTWARE VENDOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (b) IN NO EVENT WILL SOFTWARE VENDOR’S AND ITS AFFILIATES’, INCLUDING ANY OF ITS OR THEIR RESPECTIVE LICENSORS’ AND SERVICE PROVIDERS’, COLLECTIVE AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENTOR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED THE FOREGOING LIMITATION OF LIABILITY TOTAL AMOUNT PAID TO SOFTWARE VENDOR PURSUANT TO THIS AGREEMENT. (c) THE LIMITATIONS SET FORTH IN SECTION 13(A) AND SECTION 13(B) SHALL REMAIN IN FULL FORCE AND EFFECT REGARDLESS OF WHETHER APPLY EVEN IF THE CONTRACTOR’S LICENSEE'S REMEDIES HEREUNDER ARE DETERMINED TO HAVE FAILED UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE. Contractor hereby indemnifies. (d) Licensee shall promptly indemnify, defends and holds harmless Clientdefend, and hold harmless Software Vendor, its current and future affiliates and their respective shareholdersparents, officersaffiliates, directors, employeesSuppliers, successors and assigns, and all of their officers, directors, employees and agents from and against any and all claims, demands, actionscosts, suits, proceedingsliabilities, losses, liabilities, penalties, interest, fines, damages, costs or expenses, and damages (including reasonable attorneys’ fees attorney's fees) arising out of the use, or misuse, of the Software by Licensee or any Authorized User. (e) Licensee further agrees to promptly indemnify Software Vendor all of the costs, expenses, losses and witness fees damages (collectively, “Claims and Losses”including reasonable attorney’s fees), arising out of Software Vendor’s enforcement efforts to stop or prevent the unauthorized use, replication, publication, transfer, licensing and distribution of Software that may be traced to the extent resulting from or arising in connection with the Services and any third party claims of any kind, whether based upon negligence, strict liability or otherwiseSoftware licensed to Licensee.

Limitation of Liability; Indemnification. 7(a) Limitation of Liability by the use or sale of BCG Material), made or brought as a result of the Clinical Trials or against the Recipient, nor shall PMC be responsible in any way for dealing with any such disputes, claims or proceedings, except to the extent that any such dispute, claim or proceeding arises from (a) a breach by PMC of any warranty set forth in Section 6(a) hereof, or (b) any failure by PMC to manufacture, test, document or release the BCG Material in compliance with cGMP and the applicable Manufacturing Regulatory Documentation. PMC shall not be responsible for any interruption in supply that is caused by Force Majeure. EXCEPT AS SET FORTH IN SECTION 6(a) HEREOF, PMC MAKES NO EVENT WARRANTIES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE OR OF NON-INFRINGEMENT OF THIRD PARTY PATENTS. PMC SHALL CLIENT OR THE CALOSBA NOT BE LIABLE TO FOR ANY LOSS, CLAIM, DAMAGE, EXPENSE OR LIABILITY, OF ANY KIND OR NATURE, WHICH MAY ARISE FROM OR IN CONNECTION WITH THIS AGREEMENT OR WITH THE CONTRACTOR CLINICAL TRIALS OR FROM THE USE, HANDLING OR STORAGE OF BCG MATERIAL, BEC2 OR THEIR ANCILLARY MATERIALS BY RECIPIENT OR BY ANY OF ITS AGENTS AFFILIATES, EMPLOYEES, AGENTS, CONTRACTORS, INVESTIGATORS OR REPRESENTATIVES FOR OF RECIPIENT. NO PARTY TO THIS AGREEMENT SHALL BE ENTITLED TO RECOVER FROM THE OTHER PARTIES ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR SPECIAL PUNITIVE DAMAGES. 7(b). Recipient's Right to Indemnification PMC hereby agrees to indemnify, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL DAMAGES, ARISING OUT OF THIS AGREEMENT OR ANY OTHER DOCUMENTS OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH, OR ANY BREACH OF ANY OBLIGATION UNDER THIS AGREEMENT OR ANY OTHER DOCUMENTS OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH, AND CLIENT SHALL NOT BE LIABLE TO THE CONTRACTOR FOR ANY LOSSES OR DAMAGES ARISING FROM CONTRACTOR’S PROVISION OR SERVICES TO, OR ANY ACTION BY, ANY RECIPIENT OF CONTRACTOR’S SERVICES. EVEN IF CLIENT OR THE CALOSBA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, THE FOREGOING LIMITATION OF LIABILITY SHALL REMAIN IN FULL FORCE AND EFFECT REGARDLESS OF WHETHER THE CONTRACTOR’S REMEDIES HEREUNDER ARE DETERMINED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. Contractor hereby indemnifies, defends defend and holds hold harmless Client, Recipient and its current and future affiliates and their respective shareholdersaffiliates, officers, directors, employeesemployees and representatives (collectively, successors and assigns, the "RECIPIENT'S INDEMNITEES") from and against any and all claims, demands, actions, suits, proceedings, losses, liabilities, penalties, interest, finesclaims, damages, costs or expensescosts, expense (including reasonable attorneys’ fees ' fees), and witness fees actions (collectively, “Claims "CLAIMS") arising out of or resulting from (i) the failure by PMC to manufacture, test, document or release the BCG Material in compliance with cGMP and Losses”)the applicable Manufacturing Regulatory Documentation or (ii) the breach by PMC or PMC's Indemnitees of any of its obligations or warranties hereunder, except to the extent resulting that any such Claims arise out of, are based upon or result from the gross negligence or arising in connection with the Services and any third party claims willful misconduct of Recipient or Recipient's Indemnitees or a breach by Recipient or Recipient's Indemnitees of any kindof Recipient's obligations or warranties under this Agreement or under the Clinical Trial Protocol or Regulatory Filings. Recipient shall promptly notify PMC of any Claims, whether based upon negligencebecoming aware thereof, strict liability and permit PMC at PMC's cost to defend against such Claims and shall cooperate with PMC in the defense thereof. Recipient shall not enter into, or otherwisepermit, any settlement of any such Claims without the express written consent of PMC. Recipient may, at its option and expense, have its own counsel participate in any proceeding that is under the direction of PMC and will cooperate with PMC or its insurer in the disposition of any such matter.