Common use of Limitation of Liability; Indemnity Clause in Contracts

Limitation of Liability; Indemnity. Mandals liability on any claim for loss or damage arising out of any transactions under this Agreement or from the performance or breach thereof or connected with any goods or services supplied hereunder, or the sale, resale, operation or use of goods, whether based on agreement, warranty, tort (including negligence) or other grounds, shall not exceed the price allocable to such goods or services or part thereof involved in the claim, regardless of cause or fault. Purchaser’s remedies are limited to the return of non-conforming goods and repayment of the price or to the repair and replacement of non-conforming goods, subject to the provisions of paragraph 6. This limitation of liability and remedies reflects a deliberate and bargained-for allocation of risks between MANDALS and Purchaser and constitutes the basis of the parties’ bargain, without which MANDALS would not have agreed to the price or terms of this transaction. MANDALS SHALL NOT IN ANY EVENT BE LIABLE WHETHER AS A RESULT OF BREACH OF AGREEMENT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHER GROUNDS FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE, LOSS OF USE OF GOODS OR ASSOCIATED PRODUCTS, BUSINESS INTERRUPTION, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF CUSTOMERS OF PURCHASER FOR SUCH DAMAGE. In addition, if MANDALS furnishes Purchaser with advice or other assistance regarding any goods or services supplied hereunder, or any system or equipment in which any such goods may be installed, and which is not required pursuant to this transaction, the furnishing of the advice or assistance will not subject MANDALS to any liability, whether based on agreement, warranty, tort (including negligence) or other grounds. In the event Purchaser modifies MANDALS goods or incorporates MANDALS goods into another product or component part, Purchaser agrees to hold harmless and indemnify MANDALS from any and all claims, liabilities, losses, costs and expenses (including reasonable attorneys’ fees) involving personal injury or property damage. Purchaser also agrees to hold harmless and indemnify MANDALS from any patent or other intellectual property claims related to (i) any MANDALS goods made in accordance with Purchaser’s designs or specifications; or (ii) the use of any drawings provided to MANDALS by Purchaser for use in the manufacture, production or assembly of such goods.

Limitation of Liability; Indemnity. Mandals liability on EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE COMPANY DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, ANY AND ALL REPRESENTATIONS OR WARRANTIES WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SERVICES TO BE PROVIDED UNDER THIS AGREEMENT OR UNDER ANY AGREEMENT, DOCUMENT, OR INSTRUMENT DELIVERED PURSUANT TO THIS AGREEMENT, INCLUDING WARRANTIES WITH RESPECT TO MERCHANTABILITY, OR SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF ANY SERVICES, SOFTWARE OR HARDWARE PROVIDED HEREUNDER AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE. EXCEPT TO THE EXTENT ARISING OUT OF GROSS NEGLIGENCE OF WILLFUL MISCONDUCT BY THE COMPANY, ITS AFFILIATES OR SUBCONTRACTORS, THE COMPANY SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, UNFORESEEN, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING DIMINUTION OF VALUE, LOSS OF PROFITS, BUSINESS REPUTATION OR OPPORTUNITY, OR DAMAGES THAT ARE CALCULATED AS A MULTIPLE OF EARNINGS, REVENUE OR OTHER SIMILAR MEASURE. The Buyer shall indemnify and hold the Company and its Affiliates, officers, employees and directors harmless from and against any claim for loss or damage Damages arising out of, relating to, or in connection with (i) a material breach by Buyer of this Agreement or under any transactions agreement, document, or instrument delivered pursuant to this Agreement, or (ii) Buyer’s gross negligence or willful misconduct; provided, however, that Buyer will not indemnify the Company to the extent that such losses directly arise out of or result from the Company’s gross negligence or willful misconduct or to the extent a Buyer Indemnified Party is entitled to indemnification for such losses pursuant to Section 6.1 of the Purchase Agreement. The Company agrees to indemnify and hold Buyer and its Affiliates, officers, employees and directors harmless from and against any Damages arising out of, relating to, or in connection with the Company’s, its Affiliates’ and its subcontractors’ gross negligence or willful misconduct in providing the Services provided under this Agreement or from the performance or breach thereof or connected with under any goods or services supplied hereunderagreement, document, or instrument delivered pursuant to this Agreement; provided, however, that the saleCompany will not indemnify Buyer to the extent that such losses directly arise out of or result from Buyer’s gross negligence or willful misconduct or to the extent the Company, resaleits Affiliates or their Representatives are entitled to indemnification for such losses pursuant to Section 6.2 of the Purchase Agreement; and provided, operation or use further, that, notwithstanding the foregoing, the total and cumulative liability of goods, whether based on the Company under this Agreement and any agreement, warrantydocument, tort (including negligence) or other grounds, instrument delivered pursuant to this Agreement shall not exceed the price allocable to such goods or services or part thereof involved in the claim, regardless of cause or fault. Purchaser’s remedies are limited aggregate fees paid to the return of non-conforming goods and repayment of the price or to the repair and replacement of non-conforming goods, subject to the provisions of paragraph 6. This limitation of liability and remedies reflects a deliberate and bargained-for allocation of risks between MANDALS and Purchaser and constitutes the basis of the parties’ bargain, without which MANDALS would not have agreed to the price or terms of this transaction. MANDALS SHALL NOT IN ANY EVENT BE LIABLE WHETHER AS A RESULT OF BREACH OF AGREEMENT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHER GROUNDS FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE, LOSS OF USE OF GOODS OR ASSOCIATED PRODUCTS, BUSINESS INTERRUPTION, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF CUSTOMERS OF PURCHASER FOR SUCH DAMAGE. In addition, if MANDALS furnishes Purchaser with advice or other assistance regarding any goods or services supplied Company by Buyer hereunder, or any system or equipment in which any such goods may be installed, and which is not required pursuant to this transaction, the furnishing of the advice or assistance will not subject MANDALS to any liability, whether based on agreement, warranty, tort (including negligence) or other grounds. In the event Purchaser modifies MANDALS goods or incorporates MANDALS goods into another product or component part, Purchaser agrees to hold harmless and indemnify MANDALS from any and all claims, liabilities, losses, costs and expenses (including reasonable attorneys’ fees) involving personal injury or property damage. Purchaser also agrees to hold harmless and indemnify MANDALS from any patent or other intellectual property claims related to (i) any MANDALS goods made in accordance with Purchaser’s designs or specifications; or (ii) the use of any drawings provided to MANDALS by Purchaser for use in the manufacture, production or assembly of such goods.

Limitation of Liability; Indemnity. Mandals liability TO THE FULL EXTENT OF THE LAWS OF THE PROVINCE OR STATE AND COUNTRY BY WHICH THE RECIPIENT IS GOVERNED, THE RECIPIENT ASSUMES ALL LIABILITY FOR DAMAGES, WHICH MAY ARISE FROM RECIPIENT’S ACCEPTANCE, USE, HANDLING, STORAGE AND/OR DISPOSAL OF THE MATERIAL AND IN RESPECT OF ALL MATTERS ASSOCIATED WITH THE RESEARCH RESULTS ARISING FROM THE USE OF THE MATERIAL OR IN RESPECT OF ANY MODIFICATIONS. THE PROVIDER WILL NOT BE LIABLE TO THE RECIPIENT FOR ANY LOSS, CLAIM OR DEMAND MADE BY THE RECIPIENT, OR MADE AGAINST THE RECIPIENT BY ANY OTHER PARTY, DUE TO OR ARISING FROM THE USE OF THE MATERIAL BY THE RECIPIENT, EXCEPT WHEN CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE PROVIDER. THE RECIPIENT AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE PROVIDER AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, STUDENTS, AND REPRESENTATIVES AGAINST ALL LIABILITY, DAMAGES, EXPENSES (INCLUDING WITHOUT LIMITATION LEGAL EXPENSES), CLAIMS, DEMANDS, JUDGEMENTS, AWARDS OR OTHER LOSSES BASED UPON OR ARISING FROM THE RECIPIENT’S ACCEPTANCE, USE, HANDLING, STORAGE AND/OR DISPOSAL OF THE MATERIAL AND IN RESPECT OF ALL MATTERS ASSOCIATED WITH THE RESEARCH RESULTS ARISING FROM THE USE OF THE MATERIAL OR IN RESPECT OF ANY MODIFICATIONS. TERM & TERMINATION This Agreement will terminate on any claim the earliest of the following dates: when the Material becomes generally and unconditionally available from third parties, for loss example, though reagent catalogues or damage arising out public depositories; on completion of any transactions under RECIPIENT's Research Project; on thirty (30) days written notice by either party to the other; if RECIPIENT materially breaches the Agreement, immediately upon written notice from PROVIDER to RECIPIENT of RECIPIENT’s breach of this Agreement Agreement; or from the performance date indicated as the maximum term at the beginning of this Agreement. Other than termination for causes such as an imminent health risk, alleged patent infringement or breach thereof or connected with any goods or services supplied hereunderof this agreement by RECIPIENT, upon request from RECIPIENT, PROVIDER may defer the effective date of termination for a period of up to one year, to permit completion of research in progress. Upon the effective date of termination, or if requested, the saledeferred effective date of termination, resale, operation or RECIPIENT will discontinue its use of goodsthe Material and will, whether based on agreementupon direction of PROVIDER, warranty, tort (including negligence) return or other grounds, shall not exceed the price allocable to such goods or services or part thereof involved in the claim, regardless of cause or fault. Purchaser’s remedies are limited to the return of non-conforming goods and repayment of the price or to the repair and replacement of non-conforming goods, subject to the provisions of paragraph 6. This limitation of liability and remedies reflects a deliberate and bargained-for allocation of risks between MANDALS and Purchaser and constitutes the basis of the parties’ bargain, without which MANDALS would not have agreed to the price or terms of this transaction. MANDALS SHALL NOT IN ANY EVENT BE LIABLE WHETHER AS A RESULT OF BREACH OF AGREEMENT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHER GROUNDS FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE, LOSS OF USE OF GOODS OR ASSOCIATED PRODUCTS, BUSINESS INTERRUPTION, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF CUSTOMERS OF PURCHASER FOR SUCH DAMAGE. In addition, if MANDALS furnishes Purchaser with advice or other assistance regarding destroy any goods or services supplied hereunder, or any system or equipment in which any such goods may be installed, and which is not required pursuant to this transaction, the furnishing of the advice or assistance will not subject MANDALS to any liability, whether based on agreement, warranty, tort (including negligence) or other grounds. In the event Purchaser modifies MANDALS goods or incorporates MANDALS goods into another product or component part, Purchaser agrees to hold harmless and indemnify MANDALS from any and all claims, liabilities, losses, costs and expenses (including reasonable attorneys’ fees) involving personal injury or property damage. Purchaser also agrees to hold harmless and indemnify MANDALS from any patent or other intellectual property claims related to (i) any MANDALS goods made in accordance with Purchaser’s designs or specifications; or (ii) the use of any drawings provided to MANDALS by Purchaser for use in the manufacture, production or assembly of such goodsremaining Material.

Limitation of Liability; Indemnity. Mandals liability on any claim for loss or damage arising out of any transactions under this Agreement or from the performance or breach thereof or connected with any goods or services supplied hereunder(a) ENRON AND ITS DIRECTORS, or the saleOFFICERS, resaleEMPLOYEES AND AGENTS, operation or use of goodsSHALL HAVE NO LIABILITY, whether based on agreementCONTINGENT OR OTHERWISE, warrantyTO BROKER OR PARTICIPANTS, tort (including negligence) or other groundsCOUNTERPARTIES OR ANY OTHER THIRD PARTIES, shall not exceed the price allocable to such goods or services or part thereof involved in the claimFOR THE ACCURACY, regardless of cause or faultTIMELINESS, COMPLETENESS, RELIABILITY, PERFORMANCE OR CONTINUED AVAILABILITY OF THE WEBSITE OR FOR DELAYS OR OMISSIONS THEREIN. Purchaser’s remedies are limited to the return of non-conforming goods and repayment of the price or to the repair and replacement of non-conforming goods, subject to the provisions of paragraph 6. This limitation of liability and remedies reflects a deliberate and bargained-for allocation of risks between MANDALS and Purchaser and constitutes the basis of the parties’ bargain, without which MANDALS would not have agreed to the price or terms of this transaction. MANDALS SHALL NOT IN ANY NO EVENT WILL ENRON BE LIABLE WHETHER AS A RESULT OF BREACH OF AGREEMENTFOR ANY SPECIAL, WARRANTYINDIRECT, TORT (INCLUDING NEGLIGENCE) OR OTHER GROUNDS FOR INCIDENTAL, SPECIAL PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TOWITHOUT LIMITATION, LOSS OF PROFITS OR REVENUEBUSINESS, LOSS OF USE PROFIT, LOSS OR CORRUPTION OF GOODS DATA, LOSS OF GOODWILL OR ASSOCIATED PRODUCTSREPUTATION OR WASTED MANAGEMENT TIME) WHICH MAY BE INCURRED OR EXPERIENCED ON ACCOUNT OF BROKER’S ENTERING INTO THIS AGREEMENT OR USING OR RELYING ON THE WEBSITE OR ANY INFORMATION ON IT, BUSINESS INTERRUPTION, COST EVEN IF ENRON HAS BEEN ADVISED OF CAPITAL, COST THE POSSIBILITY OF SUBSTITUTE GOODS, FACILITIES SUCH DAMAGES. ANY LIMITATIONS OR SERVICES, DOWNTIME COSTS, OR CLAIMS RESTRICTIONS ON THE LIABILITY OF CUSTOMERS OF PURCHASER FOR SUCH DAMAGE. In addition, if MANDALS furnishes Purchaser with advice or other assistance regarding any goods or services supplied hereunder, or any system or equipment in which any such goods may be installed, and which is not required pursuant to this transaction, the furnishing of the advice or assistance will not subject MANDALS to any liability, whether based on agreement, warranty, tort (including negligence) or other grounds. In the event Purchaser modifies MANDALS goods or incorporates MANDALS goods into another product or component part, Purchaser agrees to hold harmless and indemnify MANDALS from any and all claims, liabilities, losses, costs and expenses (including reasonable attorneys’ fees) involving personal injury or property damage. Purchaser also agrees to hold harmless and indemnify MANDALS from any patent or other intellectual property claims related to (i) any MANDALS goods made in accordance with Purchaser’s designs or specifications; or (ii) the use of any drawings provided to MANDALS by Purchaser for use in the manufacture, production or assembly of such goodsEITHER PARTY IN THIS AGREEMENT SHALL ONLY APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

Limitation of Liability; Indemnity. Mandals liability on any claim for loss or damage arising out of any transactions under this Agreement or from the performance or breach thereof or connected with any goods or services supplied hereundera. NEITHER STORAGE SOLUTIONS NOR ITS AGENTS, or the saleINSURERS, resaleEMPLOYEES, operation or use of goodsDIRECTORS AND OFFICERS, whether based on agreementAND REPRESENTATIVES (COLLECTIVELY, warrantyTHE “AGENTS”) SHALL BE LIABLE FOR ANY LOSS, tort (including negligence) or other groundsINJURY OR DAMAGE DERIVED FROM ANY CAUSE, shall not exceed the price allocable to such goods or services or part thereof involved in the claimINCLUDING THE NEGLIGENT OR DELIBERATE ACTS OR OMISSIONS OF STORAGE SOLUTIONS OR THE AGENTS OR FAULTY MATERIALS OR WORKMANSHIP OR ANY OTHER DEFECT IN THE PROPERTY, regardless of cause or faultOR FIRE, EXPLOSION, STEAM, ELECTRICITY, WATER, RAIN, SNOW, DAMGNESS; TO ANY PERSONS USING THE COMMON AREAS OR TO VEHICLES OR THEIR CONTENTS OR ANY OTHER PROPERTY THEREIN OR THEREON, OR FOR ANY DAMAGE TO PROPERTY ENTRUSTED TO STORAGE SOLUTIONS OR THE AGENTS, OR FOR THE LOSS OF ANY PROPERTY BY THEFT, DAMAGE OR OTHERWISE, AND ALL PROPERTY LOCATED, KEPT OR STORED IN OR ABOUT THE PROPERTY SHALL BE SO LOCATED, KEPT OR STORED AT THE SOLE RISK TO YOU. Purchaser’s remedies are limited to the return of non-conforming goods and repayment of the price or to the repair and replacement of non-conforming goods, subject to the provisions of paragraph 6. This limitation of liability and remedies reflects a deliberate and bargained-for allocation of risks between MANDALS and Purchaser and constitutes the basis of the parties’ bargain, without which MANDALS would not have agreed to the price or terms of this transaction. MANDALS YOU AND STORAGE SOLUTIONS FURTHER SPECIFICALLY AGREE THAT STORAGE SOLUTIONS AND THE AGENTS SHALL NOT BE SUBJECT TO ANY DUTY OR LIABILITY UNDER AND ARE HERBY EXPRESSLY EXEMPT FROM OCCUPIERS LIABILITY ACT, R.S.O. 1990 OR SIMILAR LEGISTLATION AS MAY BE IN ANY EVENT BE LIABLE WHETHER AS A RESULT OF BREACH OF AGREEMENT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHER GROUNDS FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE, LOSS OF USE OF GOODS OR ASSOCIATED PRODUCTS, BUSINESS INTERRUPTION, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF CUSTOMERS OF PURCHASER FOR SUCH DAMAGE. In addition, if MANDALS furnishes Purchaser with advice or other assistance regarding any goods or services supplied hereunder, or any system or equipment in which any such goods may be installed, and which is not required pursuant to this transaction, the furnishing of the advice or assistance will not subject MANDALS to any liability, whether based on agreement, warranty, tort (including negligence) or other grounds. In the event Purchaser modifies MANDALS goods or incorporates MANDALS goods into another product or component part, Purchaser agrees to hold harmless and indemnify MANDALS from any and all claims, liabilities, losses, costs and expenses (including reasonable attorneys’ fees) involving personal injury or property damage. Purchaser also agrees to hold harmless and indemnify MANDALS from any patent or other intellectual property claims related to (i) any MANDALS goods made in accordance with Purchaser’s designs or specifications; or (ii) the use of any drawings provided to MANDALS by Purchaser for use in the manufacture, production or assembly of such goodsFORCE FROM TIME TO TIME.

Limitation of Liability; Indemnity. Mandals liability on any claim for loss or damage arising out of any transactions under this Agreement or from the performance or breach thereof or connected with any goods or services supplied hereunder, or the sale, resale, operation or use of goods, whether based on agreement, warranty, tort (including negligence) or other grounds, shall not exceed the price allocable to such goods or services or part thereof involved in the claim, regardless of cause or fault. Purchaser’s remedies are limited to the return of non-conforming goods and repayment of the price or to the repair and replacement of non-conforming goods, subject to the provisions of paragraph 6. This limitation of liability and remedies reflects a deliberate and bargained-for allocation of risks between MANDALS and Purchaser and constitutes the basis of the parties’ bargain, without which MANDALS would not have agreed to the price or terms of this transaction. MANDALS IN NO EVENT SHALL NOT IN ANY EVENT TEG BE LIABLE TO THE EXHIBITOR OR TO ANY OTHER PARTY FOR SPECIAL, COLLATERAL, EXEMPLARY, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER SUCH DAMAGES OCCUR EITHER PRIOR OR SUBSEQUENT TO, OR ARE ALLEGED AS A RESULT OF, TORTIOUS CONDUCT, FAILURE OF THE EQUIPMENT OR SERVICES OF TEG OR BREACH OF AGREEMENTANY OF THE PROVISIONS OF THIS CONTRACT, WARRANTYREGARDLESS OF THE FORM OF ACTION, TORT (WHETHER IN CONTRACT OR IN TORT, INCLUDING STRICT LIABILITY AND NEGLIGENCE) , EVEN IF TEG HAS BEEN ADVISED OR OTHER GROUNDS FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL HAS NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. SUCH EXCLUDED DAMAGES INCLUDING, INCLUDE BUT ARE NOT LIMITED TOTO LOST PROFITS, LOSS OF PROFITS USE, AND INTERRUPTION OF BUSINESS OR REVENUEOTHER CONSEQUENTIAL OR INDIRECT ECONOMIC LOSSES. TEG’S LIABILITY SHALL BE LIMITED TO ANY LOSS OR DAMAGE WHICH RESULTS SOLELY FROM TEG’S NEGLIGENCE IN THE ACTUAL PHYSICAL HANDLING OF EXHIBITOR’S MATERIALS AND NOT FROM ANY OTHER TYPE OF LOSS OR DAMAGE. TEG’S MAXIMUM LIABILITY FOR ANY CAUSE SHALL BE LIMITED TO $0.50 PER POUND PER ARTICLE WITH A MAXIMUM LIABILITY OF $100.00 PER ITEM OR $1,500.00 PER SHIPMENT, LOSS OF USE OF GOODS OR ASSOCIATED PRODUCTSWHICHEVER IS LESS. TEG SHALL NOT BE RESPONSIBLE FOR LOSS, BUSINESS INTERRUPTION, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES OR SERVICES, DOWNTIME COSTSTHEFT, OR DISAPPEARANCE OF MATERIALS BEFORE THEY ARE PICKED UP FROM EXHIBITOR’S BOOTH OR FOR RELOADING AFTER THE SHOW. BILLS-OF-LADING COVERING OUTGOING SHIPMENTS, WHICH ARE FURNISHED TO TEG BY EXHIBITOR, WILL BE CHECKED AT THE TIME OF ACTUAL PICKUP FROM THE BOOTH AND CORRECTIONS MADE WHERE DISCREPANCIES OCCUR. ANY CLAIMS FOR LOSS, INJURY OR DAMAGE MUST BE SUBMITTED TO TEG WITHIN THIRTY (30) DAYS OF CUSTOMERS THE CLOSE OF PURCHASER THE SHOW IN WHICH THE LOSS, INJURY OR DAMAGE OCCURRED, OR SUCH CLAIMS SHALL BE WAIVED. NO SUIT OR ACTION FOR SUCH THE RECOVERY OF ANY CLAIMS ARISING OUT OF OR RELATED TO BODILY INJURY, DEATH, OR PROPERTY DAMAGE SHALL BE BROUGHT AGAINST TEG MORE THAN ONE YEAR AFTER THE ACCRUAL OF THE CAUSE OF ACTION. ANY INCIDENT OCCURRING AT SHOW SITE MUST BE BROUGHT TO THE ATTENTION OF TEG BEFORE THE CLOSE OF THE SHOW AND AN INCIDENT REPORT FILLED OUT, SHOULD EXHIBITOR FAIL TO FILL OUT AN INCIDENT REPORT AS REQUIRED, EXHIIBITOR WAIVES ANY CLAIMS FOR DAMAGE. In addition, if MANDALS furnishes Purchaser with advice or other assistance regarding any goods or services supplied hereunderINJURY, or any system or equipment in which any such goods may be installed, and which is not required pursuant to this transaction, the furnishing of the advice or assistance will not subject MANDALS to any liability, whether based on agreement, warranty, tort (including negligence) or other grounds. In the event Purchaser modifies MANDALS goods or incorporates MANDALS goods into another product or component part, Purchaser agrees to hold harmless and indemnify MANDALS from any and all claims, liabilities, losses, costs and expenses (including reasonable attorneys’ fees) involving personal injury or property damage. Purchaser also agrees to hold harmless and indemnify MANDALS from any patent or other intellectual property claims related to (i) any MANDALS goods made in accordance with Purchaser’s designs or specifications; or (ii) the use of any drawings provided to MANDALS by Purchaser for use in the manufacture, production or assembly of such goodsOR LOSS.

Limitation of Liability; Indemnity. Mandals liability on any claim for loss or damage arising out of any transactions under this Agreement or from the performance or breach thereof or connected with any goods or services supplied hereunder(a) GS, or the saleITS MANAGING DIRECTORS, resaleOFFICERS, operation or use of goodsAFFILIATES, whether based on agreementEMPLOYEES AND AGENTS SHALL HAVE NO LIABILITY, warrantyCONTINGENT OR OTHERWISE, tort (including negligence) or other groundsTO CLIENT OR TO THIRD PARTIES, shall not exceed the price allocable to such goods or services or part thereof involved in the claimFOR THE ACCURACY, regardless of cause or faultTIMELINESS, COMPLETENESS, RELIABILITY, PERFORMANCE OR CONTINUED AVAILABILITY OF THE SERVICES OR FOR DE- LAYS OR OMISSIONS THEREIN, OR FOR INTERRUPTIONS IN THE DELIVERY OF THE SERVICES. Purchaser’s remedies are limited to the return of non-conforming goods and repayment of the price or to the repair and replacement of non-conforming goods, subject to the provisions of paragraph 6. This limitation of liability and remedies reflects a deliberate and bargained-for allocation of risks between MANDALS and Purchaser and constitutes the basis of the parties’ bargain, without which MANDALS would not have agreed to the price or terms of this transaction. MANDALS SHALL NOT IN ANY NO EVENT WILL GS BE LIABLE WHETHER AS A RESULT OF BREACH OF AGREEMENTFOR ANY SPECIAL, WARRANTYINDIRECT, TORT (INCLUDING NEGLIGENCE) OR OTHER GROUNDS FOR INCIDENTAL, SPECIAL INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDINGWHICH MAY BE IN- CURRED OR EXPERIENCED ON ACCOUNT OF CLIENT ENTERING INTO THIS AGREEMENT OR RELYING ON THE SERVICES, BUT NOT LIMITED TO, LOSS EVEN IF GS HAS BEEN ADVISED OF PROFITS THE POSSIBILITY OF SUCH DAMAGES. GS SHALL HAVE NO RESPONSIBILITY TO INFORM CLIENT OF ANY DIFFI- CULTIES EXPERIENCED BY GS OR REVENUE, LOSS OF OTHER THIRD PARTIES WITH RESPECT TO USE OF GOODS THE SERVICES FOR GS’S ACCOUNTS OR ASSOCIATED PRODUCTSOTHER ACCOUNTS OR TO TAKE ANY ACTION IN CONNECTION THEREWITH. FURTHER, BUSINESS INTERRUPTIONGS SHALL HAVE NO DUTY OR OBLIGATION TO VERIFY, COST CORRECT, COMPLETE OR UPDATE ANY INFORMATION DISPLAYED IN THE SERVICES. CLIENT ACKNOWLEDGES AND AGREES THAT THE SERVICES DO NOT AND SHALL NOT SERVE AS THE PRIMARY BASIS FOR ANY INVEST- MENT DECISIONS MADE BY CLIENT WITH RESPECT TO CLIENT’S ACCOUNTS OR CLIENT’S MANAGED OR FIDUCIARY ACCOUNTS, AND THAT NEITHER GS NOR ANY OF CAPITAL, COST ITS AFFILIATES IS OR SHALL BE AN ADVISOR OR A FIDUCIARY OF SUBSTITUTE GOODS, FACILITIES CLIENT OR SERVICES, DOWNTIME COSTS, OF CLIENT’S MANAGED OR CLAIMS OF CUSTOMERS OF PURCHASER FOR SUCH DAMAGE. In addition, if MANDALS furnishes Purchaser with advice or other assistance regarding any goods or services supplied hereunder, or any system or equipment in which any such goods may be installed, and which is not required pursuant to this transaction, the furnishing of the advice or assistance will not subject MANDALS to any liability, whether based on agreement, warranty, tort (including negligence) or other grounds. In the event Purchaser modifies MANDALS goods or incorporates MANDALS goods into another product or component part, Purchaser agrees to hold harmless and indemnify MANDALS from any and all claims, liabilities, losses, costs and expenses (including reasonable attorneys’ fees) involving personal injury or property damage. Purchaser also agrees to hold harmless and indemnify MANDALS from any patent or other intellectual property claims related to (i) any MANDALS goods made in accordance with Purchaser’s designs or specifications; or (ii) the use of any drawings provided to MANDALS by Purchaser for use in the manufacture, production or assembly of such goodsFIDUCIARY ACCOUNTS.

Limitation of Liability; Indemnity. Mandals liability on If Licensee believes that Verisys has breached any claim for loss or damage arising out of any transactions under this Agreement or from the performance or breach thereof or connected with any goods or services supplied hereunder, or the sale, resale, operation or use of goods, whether based on agreement, warranty, tort (including negligence) or other grounds, shall not exceed the price allocable to such goods or services or part thereof involved in the claim, regardless of cause or fault. Purchaser’s remedies are limited to the return of non-conforming goods and repayment of the price or to the repair and replacement of non-conforming goods, subject to the provisions of paragraph 6. This limitation of liability and remedies reflects a deliberate and bargained-for allocation of risks between MANDALS and Purchaser and constitutes the basis of the parties’ bargain, without which MANDALS would not have agreed to the price or terms provision of this transactionAgreement, and Verisys cannot resolve Licensee’s concerns within twenty-one (21) days of Verisys’ receipt of written notice, LICENSEE’S SOLE AND EXCLUSIVE REMEDY IS TERMINATION OF THIS AGREEMENT BY WRITTEN NOTICE TO VERISYS, AND REFUND OF A PRO-RATED PORTION OF THE FEES LICENSEE HAS PAID. MANDALS NOT IN LIMITATION OF THE FOREGOING AND EXCEPT FOR BREACHES OF SECTIONS 1, 2, AND 3 AND LICENSEE’S FAILURE TO MAKE PAYMENTS DUE HEREUNDER BY LICENSEE, IN NO EVENT WILL EITHER PARTY, ITS SUBSIDIARIES AND AFFILIATES, AND ITS DATA PROVIDERS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, PARTNERS SUCCESSORS OR ASSIGNS ( “VERISYS PARTIES”) BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO THE VERISYS SERVICES OR VERISYS CONTENT, OR THE INTERRUPTION OF SAME, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS OR BUSINESS OR SALES INTERRUPTION, EVEN IF VERISYS, OR A REPRESENTATIVE THEREOF, HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. VERISYS PARTIES SHALL NOT IN ANY EVENT BE LIABLE WHETHER AS A RESULT TO LICENSEE (OR TO ANY PERSON CLAIMING THROUGH LICENSEE TO WHOM LICENSEE MAY HAVE PROVIDED DATA FROM THE VERISYS SERVICES OR VERISYS CONTENT) FOR ANY LOSS OR INJURY ARISING OUT OF BREACH OR CAUSED IN WHOLE OR IN PART BY ACTS OR OMISSIONS BY VERISYS IN PROCURING, COMPILING, COLLECTING, INTERPRETING, REPORTING, COMMUNICATING, OR DELIVERING THE VERISYS SERVICES OR VERISYS CONTENT. LICENSEE AGREES THAT VERISYS PARTIES’ MAXIMUM LIABILITY, IN AGGREGATE, UNDER ANY THEORY OF AGREEMENTLIABILITY, WARRANTYINCLUDING CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, SHALL BE THE LESSER OF (a) THE TOTAL AMOUNT OF FEES THAT LICENSEE HAS PAID TO VERISYS IN THE SIX (6) MONTHS PRECEDING THE ACT GIVING RISE TO A CLAIM OR OTHER GROUNDS FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE, LOSS OF USE OF GOODS OR ASSOCIATED PRODUCTS, BUSINESS INTERRUPTION, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF CUSTOMERS OF PURCHASER FOR SUCH DAMAGE(b) FIVE HUNDRED DOLLARS ($500.00). In addition, if MANDALS furnishes Purchaser with advice Licensee is solely responsible for any information obtained by Licensee and any individuals gaining access to the Verisys Services or other assistance regarding any goods or services supplied hereunder, or any system or equipment in which any Verisys Content via Licensee’s password(s). Licensee acknowledges that Verisys has no control over Licensee’s use of such goods may be installed, information and which is not required pursuant to this transaction, the furnishing of the advice or assistance will not subject MANDALS to any liability, whether based on agreement, warranty, tort (including negligence) or other grounds. In the event Purchaser modifies MANDALS goods or incorporates MANDALS goods into another product or component part, Purchaser Licensee agrees to indemnify, defend and hold the Verisys Parties harmless from and indemnify MANDALS from against any and all actual or threatened claims, liabilities, lossesdemands, causes of action, damages, losses and expenses, including, without limitation, reasonable attorneys' fees and costs and expenses of suit, arising out of or in connection with Licensee’s use (including reasonable attorneys’ feesany user for which Licensee granted access to the Verisys Content) involving personal injury of any Verisys Content, including without limitation unlawful, improper or property damage. Purchaser also agrees to hold harmless and indemnify MANDALS from any patent or other intellectual property claims related to (i) any MANDALS goods made in accordance with Purchaser’s designs or specifications; or (ii) the unauthorized use of any drawings provided to MANDALS by Purchaser for use in of the manufacture, production or assembly of such goodsVerisys Content.

Limitation of Liability; Indemnity. Mandals liability on any claim for loss or damage arising out of any transactions under this Agreement or from the performance or breach thereof or connected with any goods or services supplied hereunder(A) THE LIABILITY, or the saleIF ANY, resaleOF BANK AND SPS UNDER THIS AGREEMENT WHETHER TO MERCHANT OR TO ANY OTHER PARTY, operation or use of goodsWHATEVER THE BASIS OF THE LIABILITY, whether based on agreement, warranty, tort (including negligence) or other grounds, shall not exceed the price allocable to such goods or services or part thereof involved in the claim, regardless of cause or fault. Purchaser’s remedies are limited to the return of non-conforming goods and repayment of the price or to the repair and replacement of non-conforming goods, subject to the provisions of paragraph 6. This limitation of liability and remedies reflects a deliberate and bargained-for allocation of risks between MANDALS and Purchaser and constitutes the basis of the parties’ bargain, without which MANDALS would not have agreed to the price or terms of this transaction. MANDALS SHALL NOT EXCEED IN THE AGGREGATE THE DIFFERENCE BETWEEN (I) THE AMOUNT OF FEES PAID BY MERCHANT TO SPS AND BANK DURING THE MONTH IN WHICH THE TRANSACTION OUT OF WHICH THE LIABILITY AROSE OCCURRED, AND (II) ASSESSMENTS, CHARGEBACKS, AND ANY OFFSETS AUTHORIZED UNDER THIS AGREEMENT AGAINST SUCH FEES WHICH AROSE DURING SUCH MONTH. IN THE EVENT MORE THAN ONE MONTH IS INVOLVED, THE AGGREGATE AMOUNT OF SPS AND BANK’S LIABILITY SHALL NOT EXCEED THE LOWEST AMOUNT DETERMINED IN ACCORD WITH THE FOREGOING CALCULATION FOR ANY ONE MONTH INVOLVED. IN NO EVENT WILL BANK, SPS, NOR ITS OR THEIR OFFICERS, AGENTS, DIRECTORS, OR EMPLOYEES BE LIABLE WHETHER FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES; (B) MERCHANT HEREBY AGREES TO INDEMNIFY AND HOLD BANK, SPS AND ITS AND/OR THEIR OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS (THE “INDEMNIFIED PARTIES”) HARMLESS FROM ANY CLAIM RELATING TO:, (I) ANY DISPUTE BETWEEN MERCHANT AND A CARDHOLDER WITH RESPECT TO THE ALLEGED OR ACTUAL FAILURE BY MERCHANT TO PROCESS A TRANSACTION AS REQUESTED BY SUCH CARDHOLDER OR TO PROVIDE PHYSICAL SECURITY AT OR NEAR ANY TERMINALS OR OTHER PREMISES OF MERCHANT, OR THE TRANSMISSION OR DISCLOSURE OF ANY INFORMATION BY OR THROUGH SPS, (II) THE TRANSMISSION OF ANY INCORRECT OR INCOMPLETE INFORMATION TO A RESULT CUSTOMER OF ANY NETWORK MEMBER THROUGH THE NETWORK REGARDING AN ACCOUNT MAINTAINED BY SUCH CUSTOMER, OR THE DISCLOSURE THROUGH SUCH NETWORK TO ANY PARTY OF INFORMATION RELATING TO ANY SUCH ACCOUNT; AND (III) MERCHANT’S FAILURE TO COMPLY WITH ANY OF THE PROVISIONS OF THIS AGREEMENT AND APPLICABLE LAWS, RULES AND/OR REGULATIONS, INCLUDING WITHOUT LIMITATION DISPUTES RESULTING FROM MERCHANT'S FAILURE TO PROVIDE A SALES TRANSMITTAL. MERCHANT FURTHER AGREES TO INDEMNIFY AND HOLD THE INDEMNIFIED PARTIES HARMLESS FROM ALL CLAIMS, LIABILITY AND EXPENSES ARISING OR RESULTING FROM ANY DISPUTE OR CLAIM MADE AGAINST BANK AND/OR SPS BY ANY THIRD PARTY ARISING OUT OF MERCHANT’S BREACH OF THIS AGREEMENT OR THE RULES. FURTHER, MERCHANT SHALL REIMBURSE BANK OR SPS, AS THE CASE MAY BE, FOR ALL EXPENSES AND COSTS, INCLUDING ATTORNEY’S FEES, WITH REGARD TO THE FORGOING; (C) NEITHER BANK NOR SPS MAKE ANY OTHER WARRANTY, EXPRESS OR IMPLIED, REGARDING ANY SERVICES IT PERFORMS IN ACCORDANCE WITH THIS AGREEMENT, AND NOTHING CONTAINED IN THE AGREEMENT WILL CONSTITUTE SUCH A WARRANTY. SPS AND BANK DISCLAIM ALL IMPLIED WARRANTIES, TORT (INCLUDING NEGLIGENCE) OR OTHER GROUNDS THOSE OF MERCHANTABILITY AND FITNESS FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS A PARTICULAR PURPOSE. THIS SECTION SHALL SURVIVE TERMINATION OF PROFITS OR REVENUE, LOSS OF USE OF GOODS OR ASSOCIATED PRODUCTS, BUSINESS INTERRUPTION, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF CUSTOMERS OF PURCHASER FOR SUCH DAMAGE. In addition, if MANDALS furnishes Purchaser with advice or other assistance regarding any goods or services supplied hereunder, or any system or equipment in which any such goods may be installed, and which is not required pursuant to this transaction, the furnishing of the advice or assistance will not subject MANDALS to any liability, whether based on agreement, warranty, tort (including negligence) or other grounds. In the event Purchaser modifies MANDALS goods or incorporates MANDALS goods into another product or component part, Purchaser agrees to hold harmless and indemnify MANDALS from any and all claims, liabilities, losses, costs and expenses (including reasonable attorneys’ fees) involving personal injury or property damage. Purchaser also agrees to hold harmless and indemnify MANDALS from any patent or other intellectual property claims related to (i) any MANDALS goods made in accordance with Purchaser’s designs or specifications; or (ii) the use of any drawings provided to MANDALS by Purchaser for use in the manufacture, production or assembly of such goodsTHIS AGREEMENT.

Limitation of Liability; Indemnity. Mandals liability on any claim for loss or damage arising out of any transactions under this Agreement or from the performance or breach thereof or connected with any goods or services supplied hereunder10.1 EXCEPT FOR THE WARRANTIES SET FORTI-I HEREIN, or the saleLICENSOR EXPRESSLY DISCLAIMS, resaleAND LICENSEE HEREBY EXPRESSLY WAIVES, operation or use of goodsALL WARRANTIES, whether based on agreementEXPRESS OR IMPLIED, warrantySTATUTORY OR 011-IERWISE WITI-I RESPECT TO THE SYSTEM OR ANY COMPONENT TIIEREOF, tort (including negligence) or other grounds, shall not exceed the price allocable to such goods or services or part thereof involved in the claim, regardless of cause or fault. Purchaser’s remedies are limited to the return of non-conforming goods and repayment of the price or to the repair and replacement of non-conforming goods, subject to the provisions of paragraph 6. This limitation of liability and remedies reflects a deliberate and bargained-for allocation of risks between MANDALS and Purchaser and constitutes the basis of the parties’ bargain, without which MANDALS would not have agreed to the price or terms of this transaction. MANDALS SHALL NOT IN ANY EVENT BE LIABLE WHETHER AS A RESULT OF BREACH OF AGREEMENT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHER GROUNDS FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, RELIABILITY, ACCURACY AND QUIET ENJOYMENT. LICENSOR DOES NOT LIMITED TOWARRANT AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS THAT TI-IE SYSIBM WILL MEET LICENSEE'S OR THURD PARTY'S REQUIREMENTS, LOSS THAT TIIE OPERATION OF PROFITS TIIE SYSTEM WILL BE UNINTERRUPTED OR REVENUEERROR-FREE OR TIIAT DEFECTS IN THE SYSTEM, LOSS IF ANY, WILL BE CORRECTED. TO THE EXTENT THAT THE SYSTEM, ANY DEVELOPMENTS OR ANY OTHER DELIVERABLE OR SERVICES PROVIDED BY LICENSOR SHALL INCLUDE CONIBNT, DATA, MATERIALS, SERVICES OR PRODUCTS OF USE TIURD PARTIES, NO WARRANTY IS PROVIDED WITH RESPECT TO SUCH MATERIALS, PRODUCTS AND SERVICES AND IT IS PROVIDED AS IS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR OR ON ITS BEHALF SHALL CREATE A WARRANIT OR MAKE ANY MODIFICATION, EXTENSION OR ADDITION TO THIS WARRANTY. FOR TIIE AVOIDANCE OF GOODS DOUBT, NO WARRANTY IS MADE BY LICENSOR'S TIURD PARTY SOFTWARE OR ASSOCIATED PRODUCTS, BUSINESS INTERRUPTION, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF CUSTOMERS OF PURCHASER FOR SUCH DAMAGE. In addition, if MANDALS furnishes Purchaser with advice or other assistance regarding any goods or services supplied hereunder, or any system or equipment in which any such goods may be installed, and which is not required pursuant to this transaction, the furnishing of the advice or assistance will not subject MANDALS to any liability, whether based on agreement, warranty, tort (including negligence) or other grounds. In the event Purchaser modifies MANDALS goods or incorporates MANDALS goods into another product or component part, Purchaser agrees to hold harmless and indemnify MANDALS from any and all claims, liabilities, losses, costs and expenses (including reasonable attorneys’ fees) involving personal injury or property damage. Purchaser also agrees to hold harmless and indemnify MANDALS from any patent or other intellectual property claims related to (i) any MANDALS goods made in accordance with Purchaser’s designs or specifications; or (ii) the use of any drawings provided to MANDALS by Purchaser for use in the manufacture, production or assembly of such goodsHARDWARE PROVIDERS.

Limitation of Liability; Indemnity. Mandals Xxxxxx'x liability on any claim for loss or damage arising out of any transactions under this Agreement transaction or from the performance or breach thereof or connected with any goods or services supplied hereunder, or the sale, resale, operation or use of goods, whether based on agreementContract, warranty, tort (including negligence) or other grounds, shall not exceed the price allocable to such goods or services or part thereof involved in the claim, regardless of cause or fault. Purchaser’s 's remedies are limited to the return of non-conforming goods and repayment of the price or to the repair and replacement of non-conforming goods, as determined by Xxxxxx and subject to the provisions of paragraph 6section 7. This limitation of liability and remedies reflects a deliberate and bargained-for allocation of risks between MANDALS Xxxxxx and Purchaser and constitutes the basis of the parties’ ' bargain, without which MANDALS Xxxxxx would not have agreed to the price or terms of this transaction. MANDALS Xxxxxx shall not, under any circumstances, be liable for any charges without its prior written consent. Xxxxxx SHALL NOT IN ANY EVENT BE LIABLE WHETHER AS A RESULT OF BREACH OF AGREEMENTCONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHER GROUNDS FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE, LOSS OF USE OF GOODS OR ASSOCIATED PRODUCTS, BUSINESS INTERRUPTION, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF CUSTOMERS OF PURCHASER FOR SUCH DAMAGE. In addition, if MANDALS Xxxxxx furnishes Purchaser with advice or other assistance regarding any goods or services supplied hereunder, or any system or equipment in which any such goods may be installed, and which is not required pursuant to this transaction, the furnishing of the advice or assistance will not subject MANDALS Xxxxxx to any liability, whether based on agreementContract, warranty, tort (including negligence) or other grounds. In the event Purchaser modifies MANDALS Xxxxxx goods or incorporates MANDALS Xxxxxx goods into another product or component part, Purchaser agrees to hold harmless and indemnify MANDALS Xxxxxx from any and all claims, liabilities, losses, costs and expenses (including reasonable attorneys’ ' fees) involving personal injury or property damage. Purchaser also agrees to hold harmless and indemnify MANDALS Xxxxxx from any patent or other intellectual property claims related to (i) any MANDALS a)any Xxxxxx goods made in accordance with Purchaser’s 's designs or specifications; or (ii) the b)the use of any drawings provided to MANDALS Xxxxxx by Purchaser for use in the manufacture, production or assembly of such goods.

Limitation of Liability; Indemnity. Mandals liability on any claim for loss or damage arising out of any transactions under this Agreement or from the performance or breach thereof or connected with any goods or services supplied hereundera) BROKER ACKNOWLEDGES, or the saleUNDERSTANDS AND ACCEPTS THAT ICE TRADE VAULT MAKES NO WARRANTY WHATSOEVER TO BROKER AS TO THE SYSTEM, resaleOR SERVICES, operation or use of goodsEXPRESS OR IMPLIED, whether based on agreementAND THAT THE SYSTEM, warrantyAND SERVICES ARE PROVIDED ON AN “AS IS” BASIS AT BROKER’S SOLE RISK. ICE TRADE VAULT EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER ICE TRADE VAULT NOR ITS MANAGERS, tort OFFICERS, AFFILIATES, SUBSIDIARIES, SHAREHOLDERS, EMPLOYEES OR AGENTS MAKE ANY WARRANTY WITH RESPECT TO, AND NO SUCH PARTY SHALL HAVE ANY LIABILITY TO BROKER (including negligencei) or other groundsFOR THE ACCURACY, shall not exceed the price allocable to such goods or services or part thereof involved in the claimTIMELINESS, regardless of cause or faultCOMPLETENESS, RELIABILITY, PERFORMANCE OR CONTINUED AVAILABILITY OF THE SERVICES, OR (ii) FOR DELAYS, OMISSIONS OR INTERRUPTIONS THEREIN. Purchaser’s remedies are limited to the return of non-conforming goods and repayment of the price or to the repair and replacement of non-conforming goodsEXCEPT AS REQUIRED BY APPLICABLE LAW, subject to the provisions of paragraph 6ICE TRADE VAULT SHALL HAVE NO DUTY OR OBLIGATION TO VERIFY ANY INFORMATION SUBMITTED TO OR DISPLAYED VIA THE SERVICES. This limitation of liability and remedies reflects a deliberate and bargained-for allocation of risks between MANDALS and Purchaser and constitutes the basis of the parties’ bargainBROKER ACKNOWLEDGES AND AGREES THAT ICE TRADE VAULT IS NOT AN ADVISOR OR FIDUCIARY OF BROKER OR ITS CUSTOMERS. WITHOUT LIMITATION OF THE FOREGOING, without which MANDALS would not have agreed to the price or terms of this transaction. MANDALS BROKER ACKNOWLEDGES, AGREES AND ACCEPTS THAT ICE TRADE VAULT SHALL NOT IN HAVE NO LIABILITY OR RESPONSIBILITY WHATSOEVER FOR ANY EVENT BE LIABLE WHETHER AS A RESULT OF BREACH OF AGREEMENTMATTERS RELATED TO BROKER’S RELATIONSHIP OR DEALINGS WITH ITS CUSTOMERS, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHER GROUNDS FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS TO THE ACCURACY OF PROFITS OR REVENUE, LOSS OF ANY INFORMATION SUBMITTED THROUGH THE SYSTEM IN CONNECTION WITH BROKER’S USE OF GOODS OR ASSOCIATED PRODUCTS, BUSINESS INTERRUPTION, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES OR THE SERVICES, DOWNTIME COSTS, OR CLAIMS ALL OF CUSTOMERS WHICH SHALL BE THE SOLE RESPONSIBILITY OF PURCHASER FOR SUCH DAMAGE. In addition, if MANDALS furnishes Purchaser with advice or other assistance regarding any goods or services supplied hereunder, or any system or equipment in which any such goods may be installed, and which is not required pursuant to this transaction, the furnishing of the advice or assistance will not subject MANDALS to any liability, whether based on agreement, warranty, tort (including negligence) or other grounds. In the event Purchaser modifies MANDALS goods or incorporates MANDALS goods into another product or component part, Purchaser agrees to hold harmless and indemnify MANDALS from any and all claims, liabilities, losses, costs and expenses (including reasonable attorneys’ fees) involving personal injury or property damage. Purchaser also agrees to hold harmless and indemnify MANDALS from any patent or other intellectual property claims related to (i) any MANDALS goods made in accordance with Purchaser’s designs or specifications; or (ii) the use of any drawings provided to MANDALS by Purchaser for use in the manufacture, production or assembly of such goodsBROKER UNLESS OTHERWISE REQUIRED BY APPLICABLE LAW.

Limitation of Liability; Indemnity. Mandals liability on any claim for loss or damage arising out of any transactions under this Agreement or from the performance or breach thereof or connected with any goods or services supplied hereunder(a) ALTHOUGH THE INFORMATION AT THE LIQUIDITY PORTAL IS UPDATED FREQUENTLY, or the sale, resale, operation or use of goods, whether based on agreement, warranty, tort (including negligence) or other grounds, shall not exceed the price allocable to such goods or services or part thereof involved in the claim, regardless of cause or faultBANK HEREBY DISCLAIMS ANY OBLIGATION TO KEEP THE INFORMATION AVAILABLE ON OR THROUGH THE LIQUIDITY PORTAL UP-TO-DATE OR FREE OF ERRORS OR VIRUSES OR TO MAINTAIN UNINTERRUPTED SERVICE OR ACCESS. Purchaser’s remedies are limited to the return of non-conforming goods and repayment of the price or to the repair and replacement of non-conforming goods, subject to the provisions of paragraph 6. This limitation of liability and remedies reflects a deliberate and bargained-for allocation of risks between MANDALS and Purchaser and constitutes the basis of the parties’ bargain, without which MANDALS would not have agreed to the price or terms of this transaction. MANDALS SHALL BANK DOES NOT UNDERTAKE TO CORRECT OR NOTIFY YOU OF ANY ERROR IN THE INFORMATION DISPLAYED ON OR THROUGH THE LIQUIDITY PORTAL OF WHICH IT MAY BECOME AWARE AT ANY TIME OR TO NOTIFY YOU OF ANY CHANGES IN ANY EVENT INFORMATION OR METHODOLOGIES INCORPORATED IN SUCH INFORMATION. ALTHOUGH BANK MAY SPECIFY THE HOURS OF OPERATION OF THE SYSTEM, BANK MAY STOP PRODUCING OR UPDATING ALL OR ANY PART OF THE SYSTEM WITHOUT NOTICE. ALL CONTENT ON THE LIQUIDITY PORTAL IS PRESENTED ONLY AS OF THE DATE PUBLISHED OR INDICATED, AND MAY BE LIABLE WHETHER AS A RESULT OF BREACH OF AGREEMENTSUPERSEDED BY SUBSEQUENT MARKET EVENTS OR FOR OTHER REASONS WITHOUT NOTICE. IN ADDITION, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHER GROUNDS FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE, LOSS OF USE OF GOODS OR ASSOCIATED PRODUCTS, BUSINESS INTERRUPTION, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF CUSTOMERS OF PURCHASER FOR SUCH DAMAGE. In addition, if MANDALS furnishes Purchaser with advice or other assistance regarding any goods or services supplied hereunder, or any system or equipment in which any such goods may be installed, and which is not required pursuant to this transaction, the furnishing of the advice or assistance will not subject MANDALS to any liability, whether based on agreement, warranty, tort (including negligence) or other grounds. In the event Purchaser modifies MANDALS goods or incorporates MANDALS goods into another product or component part, Purchaser agrees to hold harmless and indemnify MANDALS from any and all claims, liabilities, losses, costs and expenses (including reasonable attorneys’ fees) involving personal injury or property damage. Purchaser also agrees to hold harmless and indemnify MANDALS from any patent or other intellectual property claims related to (i) any MANDALS goods made in accordance with Purchaser’s designs or specifications; or (ii) the use of any drawings provided to MANDALS by Purchaser for use in the manufacture, production or assembly of such goodsYOU ARE RESPONSIBLE CONFIGURING THE CACHE SETTINGS ON YOUR BROWSER TO ENSURE YOU ARE RECEIVING THE MOST RECENT DATA.

Limitation of Liability; Indemnity. Mandals Xxxxxx’x liability on any claim for loss or damage arising out of any transactions under this Agreement or from the performance or breach thereof or connected with any goods or services supplied hereunder, or the sale, resale, operation or use of goods, whether based on agreement, warranty, tort (including negligence) or other groundsgrounds or theory of liability, shall not exceed the price allocable to such goods or services or part thereof involved in the claim, regardless of cause or fault. Purchaser’s remedies are limited to the return of non-non- conforming goods and repayment of the price or to the repair and replacement of non-conforming goods, subject to the provisions of paragraph 6Section 7. This limitation of liability and remedies reflects a deliberate and bargained-for allocation of risks between MANDALS Xxxxxx and Purchaser and constitutes the basis of the parties’ bargain, without which MANDALS Xxxxxx would not have agreed to the price or terms of this transaction. MANDALS XXXXXX SHALL NOT IN ANY EVENT BE LIABLE WHETHER AS A RESULT OF BREACH OF AGREEMENT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHER GROUNDS FOR INCIDENTAL, SPECIAL SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE, LOSS OF USE OF GOODS OR ASSOCIATED PRODUCTS, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF CUSTOMERS OF PURCHASER FOR SUCH DAMAGE. In addition, if MANDALS Xxxxxx furnishes Purchaser with advice or other assistance regarding any goods or services supplied hereunder, or any system or equipment in which any such goods may be installed, and which is not required pursuant to this transaction, the furnishing of the advice or assistance will not subject MANDALS Xxxxxx to any liability, whether based on agreement, warranty, tort (including negligence) or other grounds. In the event Purchaser modifies MANDALS Xxxxxx goods or incorporates MANDALS Xxxxxx goods into another product or component part, Purchaser agrees to hold harmless harmless, fully defend and indemnify MANDALS Xxxxxx, including its directors, officers, employees, agents and representatives (collectively “Xxxxxx Indemnitees”) from any and all claims, liabilities, losses, costs penalties, interest, costs, damages and expenses (including reasonable attorneys’ feesfees and litigation costs) involving personal injury or property damage. Purchaser also agrees to hold harmless harmless, fully defend and indemnify MANDALS the Xxxxxx Indemnitees from and against any and all patent or other intellectual property claims related to (i) any MANDALS Xxxxxx goods made in accordance with Purchaser’s designs or specifications; or (ii) the use of any drawings provided to MANDALS Xxxxxx by Purchaser for use in the manufacture, production or assembly of such goods; or (iii) Purchaser’s modification of Xxxxxx goods or Purchaser’s combination of Xxxxxx goods with another product, which in either case was not previously authorized by Xxxxxx.

Limitation of Liability; Indemnity. Mandals liability on any claim for loss or damage arising out of any transactions under this Agreement or from the performance or breach thereof or connected with any goods or services supplied hereundera. THE AUTHORIZED PERSON ACKNOWLEDGES, or the saleUNDERSTANDS AND ACCEPTS THAT THE EXCHANGE MAKES NO WARRANTY WHATSOEVER TO THE AUTHORIZED PERSON AS TO THE SERVICES, resaleEXPRESS OR IMPLIED, operation or use of goodsAND THAT THE SERVICE IS PROVIDED ON AN “AS IS” BASIS AT THE AUTHORIZED PERSON’S SOLE RISK. THE EXCHANGE EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER THE EXCHANGE NOR ITS MANAGERS, whether based on agreementOFFICERS, warrantyDIRECTORS, tort AFFILIATES, SUBSIDIARIES, SHAREHOLDERS, EMPLOYEES OR AGENTS MAKE ANY WARRANTY WITH RESPECT TO, AND NO SUCH PARTY SHALL HAVE ANY LIABILITY TO THE AUTHORIZED PERSON FOR: (including negligencei) or other groundsTHE ACCURACY, shall not exceed the price allocable to such goods or services or part thereof involved in the claimTIMELINESS, regardless of cause or faultCOMPLETENESS, RELIABILITY, PERFORMANCE OR CONTINUED AVAILABILITY OF THE SERVICES, OR (ii) DELAYS, OMISSIONS OR INTERRUPTIONS THEREIN. Purchaser’s remedies are limited to the return of non-conforming goods and repayment of the price or to the repair and replacement of non-conforming goodsTHE EXCHANGE SHALL HAVE NO DUTY OR OBLIGATION TO VERIFY ANY INFORMATION DISPLAYED VIA THE SERVICES. THE AUTHORIZED PERSON ACKNOWLEDGES AND AGREES THAT THE EXCHANGE IS NOT AN ADVISOR OR FIDUCIARY OF THE AUTHORIZED PERSON OR ITS CUSTOMERS. WITHOUT LIMITATION OF THE FOREGOING, subject to the provisions of paragraph 6. This limitation of liability and remedies reflects a deliberate and bargained-for allocation of risks between MANDALS and Purchaser and constitutes the basis of the parties’ bargainTHE AUTHORIZED PERSON ACKNOWLEDGES, without which MANDALS would not have agreed to the price or terms of this transaction. MANDALS AGREES AND ACCEPTS THAT THE EXCHANGE SHALL NOT IN HAVE NO LIABILITY OR RESPONSIBILITY WHATSOEVER FOR ANY EVENT BE LIABLE WHETHER AS A RESULT OF BREACH OF AGREEMENTMATTERS RELATED TO THE AUTHORIZED PERSON’S RELATIONSHIP OR DEALINGS WITH ITS CUSTOMERS, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHER GROUNDS FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS TO THE EXECUTION OF PROFITS TRANSACTIONS OR REVENUE, LOSS THE ACCURACY OF ANY INFORMATION SUBMITTED THROUGH THE SYSTEM IN CONNECTION WITH THE AUTHORIZED PERSON’S USE OF GOODS OR ASSOCIATED PRODUCTS, BUSINESS INTERRUPTION, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES OR THE SERVICES, DOWNTIME COSTS, OR CLAIMS ALL OF CUSTOMERS WHICH SHALL BE THE SOLE RESPONSIBILITY OF PURCHASER FOR SUCH DAMAGE. In addition, if MANDALS furnishes Purchaser with advice or other assistance regarding any goods or services supplied hereunder, or any system or equipment in which any such goods may be installed, and which is not required pursuant to this transaction, the furnishing of the advice or assistance will not subject MANDALS to any liability, whether based on agreement, warranty, tort (including negligence) or other grounds. In the event Purchaser modifies MANDALS goods or incorporates MANDALS goods into another product or component part, Purchaser agrees to hold harmless and indemnify MANDALS from any and all claims, liabilities, losses, costs and expenses (including reasonable attorneys’ fees) involving personal injury or property damage. Purchaser also agrees to hold harmless and indemnify MANDALS from any patent or other intellectual property claims related to (i) any MANDALS goods made in accordance with Purchaser’s designs or specifications; or (ii) the use of any drawings provided to MANDALS by Purchaser for use in the manufacture, production or assembly of such goodsTHE AUTHORIZED PERSON.

Limitation of Liability; Indemnity. Mandals liability on any claim for loss or damage arising out of any transactions under this Agreement or from the performance or breach thereof or connected with any goods or services supplied hereunder(A) THE LIABILITY, or the saleIF ANY, resaleOF BANK AND PAYA UNDER THIS AGREEMENT WHETHER TO MERCHANT OR TO ANY OTHER PARTY, operation or use of goodsWHATEVER THE BASIS OF THE LIABILITY, whether based on agreement, warranty, tort (including negligence) or other grounds, shall not exceed the price allocable to such goods or services or part thereof involved in the claim, regardless of cause or fault. Purchaser’s remedies are limited to the return of non-conforming goods and repayment of the price or to the repair and replacement of non-conforming goods, subject to the provisions of paragraph 6. This limitation of liability and remedies reflects a deliberate and bargained-for allocation of risks between MANDALS and Purchaser and constitutes the basis of the parties’ bargain, without which MANDALS would not have agreed to the price or terms of this transaction. MANDALS SHALL NOT EXCEED IN THE AGGREGATE THE DIFFERENCE BETWEEN (I) THE AMOUNT OF FEES PAID BY MERCHANT TO PAYA AND BANK DURING THE MONTH IN WHICH THE TRANSACTION OUT OF WHICH THE LIABILITY AROSE OCCURRED, AND (II) ASSESSMENTS, CHARGEBACKS, AND ANY OFFSETS AUTHORIZED UNDER THIS AGREEMENT AGAINST SUCH FEES WHICH AROSE DURING SUCH MONTH. IN THE EVENT MORE THAN ONE MONTH IS INVOLVED, THE AGGREGATE AMOUNT OF PAYA AND BANK’S LIABILITY SHALL NOT EXCEED THE LOWEST AMOUNT DETERMINED IN ACCORD WITH THE FOREGOING CALCULATION FOR ANY ONE MONTH INVOLVED. IN NO EVENT WILL BANK, PAYA, NOR ITS OR THEIR OFFICERS, AGENTS, DIRECTORS, OR EMPLOYEES BE LIABLE WHETHER FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES; (B) MERCHANT HEREBY AGREES TO INDEMNIFY AND HOLD BANK, Paya AND ITS AND/OR THEIR OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS (THE “INDEMNIFIED PARTIES”) HARMLESS FROM ANY CLAIM RELATING TO:, (I) ANY DISPUTE BETWEEN MERCHANT AND A CARDHOLDER WITH RESPECT TO THE ALLEGED OR ACTUAL FAILURE BY MERCHANT TO PROCESS A TRANSACTION AS REQUESTED BY SUCH CARDHOLDER OR TO PROVIDE PHYSICAL SECURITY AT OR NEAR ANY TERMINALS OR OTHER PREMISES OF MERCHANT, OR THE TRANSMISSION OR DISCLOSURE OF ANY INFORMATION BY OR THROUGH PAYA, (II) THE TRANSMISSION OF ANY INCORRECT OR INCOMPLETE INFORMATION TO A RESULT CUSTOMER OF ANY NETWORK MEMBER THROUGH THE NETWORK REGARDING AN ACCOUNT MAINTAINED BY SUCH CUSTOMER, OR THE DISCLOSURE THROUGH SUCH NETWORK TO ANY PARTY OF INFORMATION RELATING TO ANY SUCH ACCOUNT; AND (III) MERCHANT’S FAILURE TO COMPLY WITH ANY OF THE PROVISIONS OF THIS AGREEMENT AND APPLICABLE LAWS, RULES AND/OR REGULATIONS, INCLUDING WITHOUT LIMITATION DISPUTES RESULTING FROM MERCHANT'S FAILURE TO PROVIDE A SALES TRANSMITTAL. MERCHANT FURTHER AGREES TO INDEMNIFY AND HOLD THE INDEMNIFIED PARTIES HARMLESS FROM ALL CLAIMS, LIABILITY AND EXPENSES ARISING OR RESULTING FROM ANY DISPUTE OR CLAIM MADE AGAINST BANK AND/OR Paya BY ANY THIRD PARTY ARISING OUT OF MERCHANT’S BREACH OF THIS AGREEMENT OR THE RULES. FURTHER, MERCHANT SHALL REIMBURSE BANK OR PAYA, AS THE CASE MAY BE, FOR ALL EXPENSES AND COSTS, INCLUDING ATTORNEY’S FEES, WITH REGARD TO THE FORGOING; (C) NEITHER BANK NOR Paya MAKE ANY OTHER WARRANTY, EXPRESS OR IMPLIED, REGARDING ANY SERVICES IT PERFORMS IN ACCORDANCE WITH THIS AGREEMENT, AND NOTHING CONTAINED IN THE AGREEMENT WILL CONSTITUTE SUCH A WARRANTY. PAYA AND BANK DISCLAIM ALL IMPLIED WARRANTIES, TORT (INCLUDING NEGLIGENCE) OR OTHER GROUNDS THOSE OF MERCHANTABILITY AND FITNESS FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS A PARTICULAR PURPOSE. THIS SECTION SHALL SURVIVE TERMINATION OF PROFITS OR REVENUE, LOSS OF USE OF GOODS OR ASSOCIATED PRODUCTS, BUSINESS INTERRUPTION, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF CUSTOMERS OF PURCHASER FOR SUCH DAMAGE. In addition, if MANDALS furnishes Purchaser with advice or other assistance regarding any goods or services supplied hereunder, or any system or equipment in which any such goods may be installed, and which is not required pursuant to this transaction, the furnishing of the advice or assistance will not subject MANDALS to any liability, whether based on agreement, warranty, tort (including negligence) or other grounds. In the event Purchaser modifies MANDALS goods or incorporates MANDALS goods into another product or component part, Purchaser agrees to hold harmless and indemnify MANDALS from any and all claims, liabilities, losses, costs and expenses (including reasonable attorneys’ fees) involving personal injury or property damage. Purchaser also agrees to hold harmless and indemnify MANDALS from any patent or other intellectual property claims related to (i) any MANDALS goods made in accordance with Purchaser’s designs or specifications; or (ii) the use of any drawings provided to MANDALS by Purchaser for use in the manufacture, production or assembly of such goodsTHIS AGREEMENT.

Limitation of Liability; Indemnity. Mandals liability (a) Except for the information on the Website in any claim for loss or damage arising out of any transactions under this Agreement or from the performance or breach thereof or connected Talisman Offer , ENRON AND ITS DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS, SHALL HAVE NO LIABILITY, CONTINGENT OR OTHERWISE, TO TALISMAN OR TO THIRD PARTIES, FOR THE ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY, PERFORMANCE OR CONTINUED AVAILABILITY OF THE WEBSITE OR FOR DELAYS OR OMISSIONS THEREIN. IN NO EVENT WILL ENRON BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, LOSS OF PROFIT, LOSS OR CORRUPTION OF DATA, LOSS OF GOODWILL OR REPUTATION OR WASTED MANAGEMENT TIME) WHICH MAY BE INCURRED OR EXPERIENCED ON ACCOUNT OF TALISMAN ENTERING INTO THIS AGREEMENT OR USING OR RELYING ON THE WEBSITE OR ANY INFORMATION ON IT, EVEN IF ENRON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY LIMITATIONS OR RESTRICTIONS ON THE LIABILITY OF EITHER PARTY IN THIS AGREEMENT SHALL ONLY APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW. This LAW NotwithstandingSection 4(a) is not intended to apply to a Transaction accepted by Enron in accordance with any goods or services supplied hereunderSection 3(c). Instead, or the sale, resale, operation or use of goods, whether based on agreement, warranty, tort (including negligence) or other grounds, shall not exceed the price allocable to such goods or services or part thereof involved in the claim, regardless of cause or fault. Purchaser’s remedies are limited to the return of non-conforming goods and repayment of the price or to the repair and replacement of non-conforming goods, subject to notwithstanding the provisions of paragraph 6. This limitation this Section, the Parties shall rely on the process set forth in this Agreement for the execution of liability Transactions on the Website, and remedies reflects a deliberate and bargained-for allocation of risks between MANDALS and Purchaser and constitutes the basis all of the parties’ bargain, without which MANDALS would not have agreed remedies provided for in the governing Master Agreements shall be available to each Party for the price or terms of this transaction. MANDALS SHALL NOT IN ANY EVENT BE LIABLE WHETHER AS A RESULT OF BREACH OF AGREEMENT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHER GROUNDS FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE, LOSS OF USE OF GOODS OR ASSOCIATED PRODUCTS, BUSINESS INTERRUPTION, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF CUSTOMERS OF PURCHASER FOR SUCH DAMAGE. In addition, if MANDALS furnishes Purchaser with advice or other assistance regarding any goods or services supplied hereunder, or any system or equipment in which any such goods may be installed, and which is not required pursuant to this transaction, the furnishing failure of the advice or assistance will not subject MANDALS other to carry out its obligations under any liability, whether based on agreement, warranty, tort (including negligence) or other grounds. In the event Purchaser modifies MANDALS goods or incorporates MANDALS goods into another product or component part, Purchaser agrees to hold harmless and indemnify MANDALS from any and all claims, liabilities, losses, costs and expenses (including reasonable attorneys’ fees) involving personal injury or property damage. Purchaser also agrees to hold harmless and indemnify MANDALS from any patent or other intellectual property claims related to (i) any MANDALS goods made in accordance with Purchaser’s designs or specifications; or (ii) the use of any drawings provided to MANDALS by Purchaser for use Transaction executed in the manufacture, production or assembly of such goodsmanner set forth herein on the Website.

Limitation of Liability; Indemnity. Mandals liability on any claim for loss or damage arising out of any transactions under this Agreement or from the performance or breach thereof or connected with any goods or services supplied hereunderTHE ART INSTITUTES WILL NOT BE LIABLE TO YOU FOR CLAIMS AND LIABILITIES OF ANY KIND ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF BEHANCE GALLERY BY YOU OR BY THIRD PARTIES, or the sale, resale, operation or use of goods, whether based on agreement, warranty, tort (including negligence) or other grounds, shall not exceed the price allocable to such goods or services or part thereof involved in the claim, regardless of cause or faultWHETHER SUCH CLAIMS AND LIABILITIES ARE BASED ON ANY LEGAL OR EQUITABLE THEORY. Purchaser’s remedies are limited to the return of non-conforming goods and repayment of the price or to the repair and replacement of non-conforming goods, subject to the provisions of paragraph 6. This limitation of liability and remedies reflects a deliberate and bargained-for allocation of risks between MANDALS and Purchaser and constitutes the basis of the parties’ bargain, without which MANDALS would not have agreed to the price or terms of this transaction. MANDALS THE ART INSTITUTES SHALL NOT IN ANY EVENT BE LIABLE WHETHER AS A RESULT OF BREACH OF AGREEMENTTO YOU FOR ANY AND ALL DIRECT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHER GROUNDS FOR INCIDENTAL, SPECIAL SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES INCLUDINGARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE OR ACCESS BEHANCE GALLERY OR ANY MATERIALS PROVIDED THROUGH BEHANCE GALLERY, BUT NOT LIMITED TOWHETHER SUCH DAMAGE CLAIMS ARE BROUGHT UNDER ANY THEORY OF LAW OR EQUITY. DAMAGES EXCLUDED BY THIS CLAUSE INCLUDE, WITHOUT LIMITATION, THOSE FOR LOSS OF PROFITS PROFITS, CONSEQUENTIAL OR REVENUEINCIDENTAL DAMAGES, LOSS OF USE OF GOODS INJURY TO PERSON OR ASSOCIATED PRODUCTSPROPERTY, BUSINESS INTERRUPTION, COST AND LOSS OF CAPITALBUSINESS OR PERSONAL INFORMATION. SOME JURISDICTIONS DO NOT ALLOW LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THIS RESTRICTION MAY NOT APPLY TO YOU. MATERIALS AND INFORMATION PROVIDED THROUGH BEHANCE GALLERY MAY BE DELAYED, COST OF SUBSTITUTE GOODSINACCURATE, FACILITIES OR SERVICESCONTAIN ERRORS OR OMISSIONS, DOWNTIME AND THE ART INSTITUTES SHALL HAVE NO LIABILITY WITH RESPECT THERETO. YOU AGREE TO INDEMNIFY AND HOLD THE ART INSTITUTES, ITS OFFICERS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, DIRECTORS, OFFICERS, AGENTS, SERVICE PROVIDERS, SUPPLIERS AND EMPLOYEES, HARMLESS FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEY FEES AND COURT COSTS, MADE BY ANY THIRD PARTY DUE TO OR CLAIMS ARISING OUT OF CUSTOMERS CONTENT YOU SUBMIT, POST OR MAKE AVAILABLE THROUGH BEHANCE GALLERY, YOUR USE OF PURCHASER FOR SUCH DAMAGE. In additionTHE BEHANCE GALLERY, if MANDALS furnishes Purchaser with advice or other assistance regarding any goods or services supplied hereunderYOUR VIOLATION OF THIS AGREEMENT, or any system or equipment in which any such goods may be installedYOUR BREACH OF ANY OF THE REPRESENTATIONS AND WARRANTIES HEREIN, and which is not required pursuant to this transaction, the furnishing of the advice or assistance will not subject MANDALS to any liability, whether based on agreement, warranty, tort (including negligence) or other grounds. In the event Purchaser modifies MANDALS goods or incorporates MANDALS goods into another product or component part, Purchaser agrees to hold harmless and indemnify MANDALS from any and all claims, liabilities, losses, costs and expenses (including reasonable attorneys’ fees) involving personal injury or property damage. Purchaser also agrees to hold harmless and indemnify MANDALS from any patent or other intellectual property claims related to (i) any MANDALS goods made in accordance with Purchaser’s designs or specifications; or (ii) the use of any drawings provided to MANDALS by Purchaser for use in the manufacture, production or assembly of such goodsOR YOUR VIOLATION OF ANY LAWS OR RIGHTS OF ANOTHER.

Limitation of Liability; Indemnity. Mandals liability on any claim for loss or damage arising out of any transactions under this Agreement or from the performance or breach thereof or connected with any goods or services supplied hereundera) BROKER ACKNOWLEDGES, or the saleUNDERSTANDS AND ACCEPTS THAT ICE TRADE VAULT MAKES NO WARRANTY WHATSOEVER TO BROKER AS TO THE SYSTEM, resaleOR THE ICE eCONFIRM SERVICE, operation or use of goodsEXPRESS OR IMPLIED, whether based on agreementAND THAT THE SYSTEM, warrantyAND THE ICE eCONFIRM SERVICE ARE PROVIDED ON AN “AS IS” BASIS AT BROKER’S SOLE RISK. ICE TRADE VAULT EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABIL- ITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER ICE TRADE VAULT NOR ITS MANAGERS, tort OFFICERS, AFFILIATES, SUBSIDIARIES, SHAREHOLDERS, EMPLOYEES OR AGENTS MAKE ANY WARRANTY WITH RESPECT TO, AND NO SUCH PARTY SHALL HAVE ANY LIABILITY TO BROKER (including negligencei) or other groundsFOR THE ACCURACY, shall not exceed the price allocable to such goods or services or part thereof involved in the claimTIMELINESS, regardless of cause or faultCOMPLETENESS, RELIABILITY, PERFORMANCE OR CONTINUED AVAILABILITY OF THE ICE eCONFIRM SERVICE, OR (ii) FOR DELAYS, OMISSIONS OR INTERRUPTIONS THEREIN. Purchaser’s remedies are limited to the return of non-conforming goods and repayment of the price or to the repair and replacement of non-conforming goodsEXCEPT AS REQUIRED BY APPLICABLE LAW, subject to the provisions of paragraph 6ICE TRADE VAULT SHALL HAVE NO DUTY OR OBLIGA- TION TO VERIFY ANY INFORMATION SUBMITTED TO OR DISPLAYED VIA THE ICE eCONFIRM SERVICE. This limitation of liability and remedies reflects a deliberate and bargained-for allocation of risks between MANDALS and Purchaser and constitutes the basis of the parties’ bargainBROKER ACKNOWLEDGES AND AGREES THAT ICE TRADE VAULT IS NOT AN ADVISOR OR FIDUCIARY OF BROKER OR ITS CUSTOMERS. WITHOUT LIMITATION OF THE FOREGOING, without which MANDALS would not have agreed to the price or terms of this transaction. MANDALS BROKER ACKNOWLEDGES, AGREES AND ACCEPTS THAT ICE TRADE VAULT SHALL NOT IN HAVE NO LIABILITY OR RESPONSIBILITY WHATSOEVER FOR ANY EVENT BE LIABLE WHETHER AS A RESULT OF BREACH OF AGREEMENTMATTERS RELATED TO BROKER’S RELATIONSHIP OR DEALINGS WITH ITS CUSTOMERS, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHER GROUNDS FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS TO THE ACCURACY OF PROFITS OR REVENUE, LOSS OF ANY INFORMATION SUBMITTED THROUGH THE SYSTEM IN CONNECTION WITH BROKER’S USE OF GOODS OR ASSOCIATED PRODUCTSTHE ICE eCONFIRM SERVICE, BUSINESS INTERRUPTION, COST ALL OF CAPITAL, COST WHICH SHALL BE THE SOLE RESPONSIBILITY OF SUBSTITUTE GOODS, FACILITIES OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF CUSTOMERS OF PURCHASER FOR SUCH DAMAGE. In addition, if MANDALS furnishes Purchaser with advice or other assistance regarding any goods or services supplied hereunder, or any system or equipment in which any such goods may be installed, and which is not required pursuant to this transaction, the furnishing of the advice or assistance will not subject MANDALS to any liability, whether based on agreement, warranty, tort (including negligence) or other grounds. In the event Purchaser modifies MANDALS goods or incorporates MANDALS goods into another product or component part, Purchaser agrees to hold harmless and indemnify MANDALS from any and all claims, liabilities, losses, costs and expenses (including reasonable attorneys’ fees) involving personal injury or property damage. Purchaser also agrees to hold harmless and indemnify MANDALS from any patent or other intellectual property claims related to (i) any MANDALS goods made in accordance with Purchaser’s designs or specifications; or (ii) the use of any drawings provided to MANDALS by Purchaser for use in the manufacture, production or assembly of such goodsBROKER UNLESS OTHERWISE REQUIRED BY APPLICABLE LAW.

Limitation of Liability; Indemnity. Mandals liability (a) Except for the contents of a confirmation for a Transaction entered into using the Website,information on the Website in any claim for loss or damage arising out Talisman Offer , ENRON AND ITS DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS, SHALL HAVE NO LIABILITY, CONTINGENT OR OTHERWISE, TO TALISMAN OR TO THIRD PARTIES, FOR THE ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY, PERFORMANCE OR CONTINUED AVAILABILITY OF THE WEBSITE OR FOR DELAYS OR OMISSIONS THEREIN. IN NO EVENT WILL ENRON BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, LOSS OF PROFIT, LOSS OR CORRUPTION OF DATA, LOSS OF GOODWILL OR REPUTATION OR WASTED MANAGEMENT TIME) WHICH MAY BE INCURRED OR EXPERIENCED ON ACCOUNT OF TALISMAN ENTERING INTO THIS AGREEMENT OR USING OR RELYING ON THE WEBSITE OR ANY INFORMATIONON IT, ,INFORMATION ON IT, excludingany information on the Website in any Talisman offer, included in a confirmation of any transactions under this Agreement or from a Transaction displayed on the performance or breach thereof or connected with any goods or services supplied hereunderwebsite, or the sale, resale, operation or use of goods, whether based on agreement, warranty, tort (including negligence) or other grounds, shall not exceed the price allocable to such goods or services or part thereof involved in the claim, regardless of cause or faultEVEN IF ENRON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Purchaser’s remedies are limited to the return of non-conforming goods and repayment of the price or to the repair and replacement of non-conforming goods, subject to ANY LIMITATIONS OR RESTRICTIONS ON THE LIABILITY OF EITHER PARTY IN THIS AGREEMENT SHALL ONLY APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW Notwithstanding the provisions of paragraph 6. This limitation of liability this Section, the Parties shall rely on confirmation displayed on the Website that a Transaction has occurred, unless objected to as provided for in this Electronic Trading Agreement, and remedies reflects a deliberate and bargained-for allocation of risks between MANDALS and Purchaser and constitutes the basis all of the parties’ bargain, without which MANDALS would not have agreed remedies provided for in the governing Master Agreements shall be available to each Party for the price or terms of this transaction. MANDALS SHALL NOT IN ANY EVENT BE LIABLE WHETHER AS A RESULT OF BREACH OF AGREEMENT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHER GROUNDS FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE, LOSS OF USE OF GOODS OR ASSOCIATED PRODUCTS, BUSINESS INTERRUPTION, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF CUSTOMERS OF PURCHASER FOR SUCH DAMAGE. In addition, if MANDALS furnishes Purchaser with advice or other assistance regarding any goods or services supplied hereunder, or any system or equipment in which any such goods may be installed, and which is not required pursuant to this transaction, the furnishing failure of the advice or assistance will not subject MANDALS other to carry out its obligations under any liability, whether based on agreement, warranty, tort (including negligence) or other grounds. In the event Purchaser modifies MANDALS goods or incorporates MANDALS goods into another product or component part, Purchaser agrees to hold harmless and indemnify MANDALS from any and all claims, liabilities, losses, costs and expenses (including reasonable attorneys’ fees) involving personal injury or property damage. Purchaser also agrees to hold harmless and indemnify MANDALS from any patent or other intellectual property claims related to (i) any MANDALS goods made in accordance with Purchaser’s designs or specifications; or (ii) the use of any drawings provided to MANDALS by Purchaser for use Transaction confirmedexecuted in the manufacture, production or assembly of such goodsmanner set forth herein on the Website.

Limitation of Liability; Indemnity. Mandals liability on any claim for loss or damage arising out of any transactions under this Agreement or from the performance or breach thereof or connected with any goods or services supplied hereunder(a) GS, or the saleITS MANAGING DIRECTORS, resalePARTNERS, operation or use of goodsOFFICERS, whether based on agreementAFFILIATES, warrantyEMPLOYEES AND AGENTS SHALL HAVE NO LIABILITY, tort (including negligence) or other groundsCONTINGENT OR OTHERWISE, shall not exceed the price allocable to such goods or services or part thereof involved in the claimTO CLIENT OR TO THIRD PARTIES, regardless of cause or faultFOR THE ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY, PERFOR- XXXXX OR CONTINUED AVAILABILITY OF THE SERVICES OR FOR DELAYS OR OMISSIONS THEREIN, OR FOR INTERRUPTIONS IN THE DELIVERY OF THE SERVICES. Purchaser’s remedies are limited to the return of non-conforming goods and repayment of the price or to the repair and replacement of non-conforming goods, subject to the provisions of paragraph 6. This limitation of liability and remedies reflects a deliberate and bargained-for allocation of risks between MANDALS and Purchaser and constitutes the basis of the parties’ bargain, without which MANDALS would not have agreed to the price or terms of this transaction. MANDALS SHALL NOT IN ANY NO EVENT WILL GS BE LIABLE WHETHER AS A RESULT OF BREACH OF AGREEMENTFOR ANY SPECIAL, WARRANTYINDI- RECT, TORT (INCLUDING NEGLIGENCE) OR OTHER GROUNDS FOR INCIDENTAL, SPECIAL INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDINGWHICH MAY BE INCURRED OR EXPERIENCED ON ACCOUNT OF CLIENT ENTERING INTO THIS AGREEMENT OR RELYING ON THE SERVICES, BUT NOT LIMITED TO, LOSS EVEN IF GS HAS BEEN ADVISED OF PROFITS THE POSSIBILITY OF SUCH DAMAGES. GS SHALL HAVE NO RESPONSIBILITY TO INFORM CLIENT OF ANY DIFFICULTIES EXPERIENCED BY GS OR REVENUE, LOSS OF OTHER THIRD PARTIES WITH RESPECT TO USE OF GOODS THE SERVIC- ES FOR GS’S ACCOUNTS OR ASSOCIATED PRODUCTSOTHER ACCOUNTS OR TO TAKE ANY ACTION IN CONNECTION THEREWITH. FURTHER, BUSINESS INTERRUPTIONGS SHALL HAVE NO DUTY OR OBLIGATION TO VERIFY, COST CORRECT, COMPLETE OR UPDATE ANY INFORMATION DISPLAYED IN THE SERVICES. CLIENT ACKNOWLEDGES AND AGREES THAT THE SERVICES DO NOT AND SHALL NOT SERVE AS THE PRIMARY BASIS FOR ANY INVESTMENT DECISIONS MADE BY CLIENT WITH RESPECT TO CLIENT’S ACCOUNTS OR CLIENT’S MANAGED OR FIDUCIARY ACCOUNTS, AND THAT NEITHER GS NOR ANY OF CAPITAL, COST ITS AFFILIATES IS OR SHALL BE AN ADVISOR OR A FIDUCIARY OF SUBSTITUTE GOODS, FACILITIES CLIENT OR SERVICES, DOWNTIME COSTS, OF CLIENT’S MANAGED OR CLAIMS OF CUSTOMERS OF PURCHASER FOR SUCH DAMAGE. In addition, if MANDALS furnishes Purchaser with advice or other assistance regarding any goods or services supplied hereunder, or any system or equipment in which any such goods may be installed, and which is not required pursuant to this transaction, the furnishing of the advice or assistance will not subject MANDALS to any liability, whether based on agreement, warranty, tort (including negligence) or other grounds. In the event Purchaser modifies MANDALS goods or incorporates MANDALS goods into another product or component part, Purchaser agrees to hold harmless and indemnify MANDALS from any and all claims, liabilities, losses, costs and expenses (including reasonable attorneys’ fees) involving personal injury or property damage. Purchaser also agrees to hold harmless and indemnify MANDALS from any patent or other intellectual property claims related to (i) any MANDALS goods made in accordance with Purchaser’s designs or specifications; or (ii) the use of any drawings provided to MANDALS by Purchaser for use in the manufacture, production or assembly of such goodsFIDUCIARY ACCOUNTS.

Limitation of Liability; Indemnity. Mandals liability on any claim for loss or damage arising out of any transactions under this Agreement or from the performance or breach thereof or connected with any goods or services supplied hereundera) BROKER ACKNOWLEDGES, or the saleUNDERSTANDS AND ACCEPTS THAT ICE MAKES NO WARRANTY WHATSOEVER TO BROKER AS TO THE EXCHANGE OR SERVICE, resaleEXPRESS OR IMPLIED, operation or use of goodsAND THAT THE EXCHANGE AND SERVICE ARE PROVIDED ON AN “AS IS” BASIS AT BROKER’S SOLE RISK. ICE EXPRESSLY DISCLAIMS ANY IMPLIED WARRAN- TIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER ICE NOR ITS DIRECTORS, whether based on agreementMANAGERS, warrantyOFFICERS, tort AFFILIATES, SUBSIDIARIES, SHAREHOLDERS, EMPLOYEES OR AGENTS MAKE ANY WARRANTY WITH RESPECT TO, AND NO SUCH PARTY SHALL HAVE ANY LIABILITY TO BROKER (including negligencei) or other groundsFOR THE ACCURACY, shall not exceed the price allocable to such goods or services or part thereof involved in the claimTIMELINESS, regardless of cause or faultCOMPLETENESS, RELIABILITY, PERFORMANCE OR CONTINUED AVAILABILITY OF THE EXCHANGE OR SERVICE, THE MARKETS OPERATED BY ICE FUTURES EUROPE OR ICE FUTURES U.S., INC. Purchaser’s remedies are limited to the return of non-conforming goods and repayment of the price or to the repair and replacement of non-conforming goodsOR THE CLEARING FACILITIES OPERATED BY ICE CLEAR EUROPE, subject to the provisions of paragraph 6(ii) FOR DELAYS, OMISSIONS OR INTERRUPTIONS THEREIN, OR (iii) FOR ANY ACT OR OMISSION OF ICE FUTURES EUROPE, ICE FUTURES U.S., INC., ICE CLEAR EUROPE LIMITED OR ANY OTHER THIRD PARTY. This limitation of liability and remedies reflects a deliberate and bargained-for allocation of risks between MANDALS and Purchaser and constitutes the basis of the parties’ bargainICE SHALL HAVE NO DUTY OR OBLIGATION TO VERIFY ANY INFORMATION DISPLAYED VIA THE SERVICE. BROKER ACKNOWLEDGES AND AGREES THAT ICE IS NOT AN ADVISOR OR FIDUCIARY OF BROKER OR ITS CUSTOMERS. WITHOUT LIMITATION OF THE FOREGOING, without which MANDALS would not have agreed to the price or terms of this transaction. MANDALS BROKER ACKNOWLEDGES, AGREES AND ACCEPTS THAT ICE SHALL NOT IN HAVE NO LIABILITY OR RESPONSIBILITY WHATSOEVER FOR ANY EVENT BE LIABLE WHETHER AS A RESULT OF BREACH OF AGREEMENTMATTERS RELATED TO BROKER’S RELATIONSHIP OR DEALINGS WITH ITS CUSTOMERS, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHER GROUNDS FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS TO THE EXECUTION OF PROFITS TRANSACTIONS OR REVENUE, LOSS THE ACCURACY OF ANY INFORMATION SUBMITTED THROUGH THE SYSTEM IN CONNECTION WITH BROKER’S USE OF GOODS OR ASSOCIATED PRODUCTSTHE SERVICE, BUSINESS INTERRUPTION, COST ALL OF CAPITAL, COST WHICH SHALL BE THE SOLE RESPONSIBILITY OF SUBSTITUTE GOODS, FACILITIES OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF CUSTOMERS OF PURCHASER FOR SUCH DAMAGE. In addition, if MANDALS furnishes Purchaser with advice or other assistance regarding any goods or services supplied hereunder, or any system or equipment in which any such goods may be installed, and which is not required pursuant to this transaction, the furnishing of the advice or assistance will not subject MANDALS to any liability, whether based on agreement, warranty, tort (including negligence) or other grounds. In the event Purchaser modifies MANDALS goods or incorporates MANDALS goods into another product or component part, Purchaser agrees to hold harmless and indemnify MANDALS from any and all claims, liabilities, losses, costs and expenses (including reasonable attorneys’ fees) involving personal injury or property damage. Purchaser also agrees to hold harmless and indemnify MANDALS from any patent or other intellectual property claims related to (i) any MANDALS goods made in accordance with Purchaser’s designs or specifications; or (ii) the use of any drawings provided to MANDALS by Purchaser for use in the manufacture, production or assembly of such goodsBROKER.

Limitation of Liability; Indemnity. Mandals liability on any claim for loss or damage arising out of any transactions under this Agreement or from the performance or breach thereof or connected with any goods or services supplied hereundera) PARTICIPANT ACKNOWLEDGES, or the saleUNDERSTANDS AND ACCEPTS THAT ICE MAKES NO WARRANTY WHATSOEVER TO PARTICIPANT AS TO THE PLATFORM OR PLATFORM SERVICES, resaleEXPRESS OR IMPLIED, operation or use of goodsAND THAT THE PLATFORM AND PLATFORM SERVICES ARE PROVIDED ON AN “AS IS” BASIS AT PARTICIPANT’S SOLE RISK. ICE EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER ICE NOR ITS DIRECTORS, whether based on agreementMANAGERS, warrantyOFFICERS, tort (including negligence) or other groundsAFFILIATES, shall not exceed the price allocable to such goods or services or part thereof involved in the claimSUBSIDIARIES, regardless of cause or fault. Purchaser’s remedies are limited to the return of non-conforming goods and repayment of the price or to the repair and replacement of non-conforming goodsSHAREHOLDERS, subject to the provisions of paragraph 6. This limitation of liability and remedies reflects a deliberate and bargained-for allocation of risks between MANDALS and Purchaser and constitutes the basis of the parties’ bargain, without which MANDALS would not have agreed to the price or terms of this transaction. MANDALS SHALL NOT IN EMPLOYEES OR AGENTS MAKE ANY EVENT BE LIABLE WHETHER AS A RESULT OF BREACH OF AGREEMENT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHER GROUNDS FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED WARRANTY WITH RESPECT TO, LOSS OF PROFITS OR REVENUE, LOSS OF USE OF GOODS OR ASSOCIATED PRODUCTS, BUSINESS INTERRUPTION, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF CUSTOMERS OF PURCHASER FOR AND NO SUCH DAMAGE. In addition, if MANDALS furnishes Purchaser with advice or other assistance regarding any goods or services supplied hereunder, or any system or equipment in which any such goods may be installed, and which is not required pursuant to this transaction, the furnishing of the advice or assistance will not subject MANDALS to any liability, whether based on agreement, warranty, tort (including negligence) or other grounds. In the event Purchaser modifies MANDALS goods or incorporates MANDALS goods into another product or component part, Purchaser agrees to hold harmless and indemnify MANDALS from any and all claims, liabilities, losses, costs and expenses (including reasonable attorneys’ fees) involving personal injury or property damage. Purchaser also agrees to hold harmless and indemnify MANDALS from any patent or other intellectual property claims related to PARTY SHALL HAVE ANY LIABILITY TO PARTICIPANT (i) any MANDALS goods made in accordance with Purchaser’s designs or specifications; or FOR THE ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY, PERFORMANCE OR CONTINUED AVAILABILITY OF THE PLATFORM OR PLATFORM SERVICES, THE MARKETS OPERATED BY ICE FUTURES EUROPE OR, ICE FUTURES U.S., INC. OR ANY OTHER TRADING FACILITY OR THE CLEARING FACILITIES OPERATED BY ICE CLEAR EUROPE, ICE NGX OR ANY OTHER CLEARING ORGANIZATION, (ii) the use of any drawings provided to MANDALS by Purchaser for use in the manufactureFOR DELAYS, production or assembly of such goodsOMISSIONS OR INTERRUPTIONS THEREIN, (iii) FOR THE CREDITWORTHINESS OF ANY OTHER PARTICIPANT, (iv) FOR THE ACTS OR OMISSIONS OF ANY BROKER AUTHORIZED BY PARTICIPANT TO UTILIZE SERVICES ON BEHALF OF PARTICIPANT, (v) FOR THE ACTS OR OMISSIONS OF PLATTS WITH REGARD TO THE PLATTS WINDOWS MARKETS; OR (vi) FOR ANY ACT OR OMISSION OF ICE FUTURES EUROPE, ICE FUTURES U.S., INC., ICE CLEAR EUROPE LIMITED, ICE NGX CANADA INC. OR ANY OTHER THIRD PARTY. ICE SHALL HAVE NO DUTY OR OBLIGATION TO VERIFY ANY INFORMATION DISPLAYED ON THE PLATFORM. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE PLATFORM DOES NOT AND SHALL NOT SERVE AS THE PRIMARY BASIS FOR ANY DECISIONS MADE BY PARTICIPANT AND THAT ICE IS NOT AN ADVISOR OR FIDUCIARY OF PARTICIPANT.

Limitation of Liability; Indemnity. Mandals liability on a) PARTICIPANT ACKNOWLEDGES, UNDERSTANDS AND ACCEPTS THAT ICE TRADE VAULT MAKES NO WARRANTY WHATSOEVER TO PARTICIPANT AS TO THE SYSTEM, OR THE ICE TRADE VAULT SERVICE, EXPRESS OR IMPLIED, AND THAT THE SYSTEM, AND ICE TRADE VAULT SERVICE ARE PROVIDED ON AN "AS IS" BASIS AT PARTICIPANT'S SOLE RISK. ICE TRADE VAULT EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER ICE TRADE VAULT NOR ITS MANAGERS, OFFICERS, AFFILIATES, SUBSIDIARIES, SHAREHOLDERS, EMPLOYEES OR AGENTS MAKE ANY WARRANTY WITH RESPECT TO, AND NO SUCH PARTY SHALL HAVE ANY LIABILITY TO PARTICIPANT (i) FOR THE ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY, PERFORMANCE OR CONTINUED AVAILABILITY OF THE SYSTEM OR THE ICE TRADE VAULT SERVICE OR (ii) FOR DELAYS, OMISSIONS OR INTERRUPTIONS THEREIN. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE ICE TRADE VAULT SERVICE DOES NOT AND SHALL NOT SERVE AS THE PRIMARY BASIS FOR ANY DECISIONS MADE BY PARTICIPANT AND THAT ICE TRADE VAULT IS NOT AN ADVISOR OR FIDUCIARY OF PARTICIPANT. b) Subject to Section 6(c) of this ICE Trade Vault Agreement, Participant shall indemnify, protect and hold harmless ICE Trade Vault, its directors, officers, affiliates, employees and agents from and against any claim for loss and all losses, liabilities, judgments, suits, actions, proceedings, claims, damages, and costs (including attorney's fees) resulting from or damage arising out of any transactions under this Agreement or from the performance or breach thereof or connected with any goods or services supplied hereunder, or the sale, resale, operation or use of goods, whether based on agreement, warranty, tort (including negligence) or other grounds, shall not exceed the price allocable to such goods or services or part thereof involved in the claim, regardless of cause or fault. Purchaser’s remedies are limited to the return of non-conforming goods and repayment of the price or to the repair and replacement of non-conforming goods, subject to the provisions of paragraph 6. This limitation of liability and remedies reflects a deliberate and bargained-for allocation of risks between MANDALS and Purchaser and constitutes the basis of the parties’ bargain, without which MANDALS would not have agreed to the price or terms of this transaction. MANDALS SHALL NOT IN ANY EVENT BE LIABLE WHETHER AS A RESULT OF BREACH OF AGREEMENT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHER GROUNDS FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE, LOSS OF USE OF GOODS OR ASSOCIATED PRODUCTS, BUSINESS INTERRUPTION, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF CUSTOMERS OF PURCHASER FOR SUCH DAMAGE. In addition, if MANDALS furnishes Purchaser with advice or other assistance regarding any goods or services supplied hereunder, or any system or equipment in which any such goods may be installed, and which is not required pursuant to this transaction, the furnishing of the advice or assistance will not subject MANDALS to any liability, whether based on agreement, warranty, tort (including negligence) or other grounds. In the event Purchaser modifies MANDALS goods or incorporates MANDALS goods into another product or component part, Purchaser agrees to hold harmless and indemnify MANDALS from any and all claims, liabilities, losses, costs and expenses (including reasonable attorneys’ fees) involving personal injury or property damage. Purchaser also agrees to hold harmless and indemnify MANDALS from any patent or other intellectual property claims related to (i) any MANDALS goods made in accordance with Purchaser’s designs act or specificationsomission by any person obtaining access to the ICE Trade Vault Platform through the Passwords (other than through the fault or negligence of ICE Trade Vault), whether or not Participant has authorized such access; or and (ii) any act or omission of any agent acting under authorization of Participant in connection with the use of any drawings provided to MANDALS by Purchaser for use the ICE Trade Vault Service. c) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. d) Notwithstanding the terms of Section 6(a), in the manufactureevent that ICE Trade Vault is determined to be liable to Participant for any cause, production Participant expressly agrees that in entering into this ICE Trade Vault Agreement, ICE Trade Vault's aggregate liability, for all causes of action, will not exceed the total fees and other amounts (excluding any applicable taxes or assembly duties) paid to ICE Trade Vault by Participant in the previous six months from the date of such goods.the occurrence of the liability. 7)

Limitation of Liability; Indemnity. Mandals liability on any claim for loss or damage arising out of any transactions under this Agreement or from the performance or breach thereof or connected with any goods or services supplied hereunder(A) THE LIABILITY, or the saleIF ANY, resaleOF BANK AND SPS UNDER THIS AGREEMENT WHETHER TO MERCHANT OR TO ANY OTHER PARTY, operation or use of goodsWHATEVER THE BASIS OF THE LIABILITY, whether based on agreement, warranty, tort (including negligence) or other grounds, shall not exceed the price allocable to such goods or services or part thereof involved in the claim, regardless of cause or fault. Purchaser’s remedies are limited to the return of non-conforming goods and repayment of the price or to the repair and replacement of non-conforming goods, subject to the provisions of paragraph 6. This limitation of liability and remedies reflects a deliberate and bargained-for allocation of risks between MANDALS and Purchaser and constitutes the basis of the parties’ bargain, without which MANDALS would not have agreed to the price or terms of this transaction. MANDALS SHALL NOT EXCEED IN THE AGGREGATE THE DIFFERENCE BETWEEN (I) THE AMOUNT OF FEES PAID BY MERCHANT TO SPS AND BANK DURING THE MONTH IN WHICH THE TRANSACTION OUT OF WHICH THE LIABILITY AROSE OCCURRED, AND (II) ASSESSMENTS, CHARGEBACKS, AND ANY OFFSETS AUTHORIZED UNDER THIS AGREEMENT AGAINST SUCH FEES WHICH AROSE DURING SUCH MONTH. IN THE EVENT MORE THAN ONE MONTH IS INVOLVED, THE AGGREGATE AMOUNT OF SPS AND BANK’S LIABILITY SHALL NOT EXCEED THE LOWEST AMOUNT DETERMINED IN ACCORD WITH THE FOREGOING CALCULATION FOR ANY ONE MONTH INVOLVED. IN NO EVENT WILL BANK, SPS, NOR ITS OR THEIR OFFICERS, AGENTS, DIRECTORS, OR EMPLOYEES BE LIABLE WHETHER FOR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES; (B) MERCHANT HEREBY AGREES TO INDEMNIFY AND HOLD BANK, SPS AND ITS AND/OR THEIR OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS (THE “INDEMNIFIED PARTIES”) HARMLESS FROM ANY CLAIM RELATING TO:, (I) ANY DISPUTE BETWEEN MERCHANT AND A DEBIT CARDHOLDER WITH RESPECT TO THE ALLEGED OR ACTUAL FAILURE BY MERCHANT TO PROCESS A TRANSACTION AS REQUESTED BY SUCH DEBIT CARDHOLDER OR TO PROVIDE PHYSICAL SECURITY AT OR NEAR ANY TERMINALS OR OTHER PREMISES OF MERCHANT, OR THE TRANSMISSION OR DISCLOSURE OF ANY INFORMATION BY OR THROUGH SPS, (II) THE TRANSMISSION OF ANY INCORRECT OR INCOMPLETE INFORMATION TO A RESULT CUSTOMER OF ANY NETWORK MEMBER THROUGH THE NETWORK REGARDING AN ACCOUNT MAINTAINED BY SUCH CUSTOMER, OR THE DISCLOSURE THROUGH SUCH NETWORK TO ANY PARTY OF INFORMATION RELATING TO ANY SUCH ACCOUNT; AND (III) MERCHANT’S FAILURE TO COMPLY WITH ANY OF THE PROVISIONS OF THIS AGREEMENT AND APPLICABLE LAWS, RULES AND/OR REGULATIONS, INCLUDING WITHOUT LIMITATION DISPUTES RESULTING FROM MERCHANT'S FAILURE TO PROVIDE A SALES TRANSMITTAL. MERCHANT FURTHER AGREES TO INDEMNIFY AND HOLD THE INDEMNIFIED PARTIES HARMLESS FROM ALL CLAIMS, LIABILITY AND EXPENSES ARISING OR RESULTING FROM ANY DISPUTE OR CLAIM MADE AGAINST BANK AND/OR SPS BY ANY THIRD PARTY ARISING OUT OF MERCHANT’S BREACH OF THIS AGREEMENT OR THE RULES. FURTHER, MERCHANT SHALL REIMBURSE BANK OR SPS, AS THE CASE MAY BE, FOR ALL EXPENSES AND COSTS, INCLUDING ATTORNEY’S FEES, WITH REGARD TO THE FORGOING; (C) NEITHER BANK NOR SPS MAKE ANY OTHER WARRANTY, EXPRESS OR IMPLIED, REGARDING ANY SERVICES IT PERFORMS IN ACCORDANCE WITH THIS AGREEMENT, AND NOTHING CONTAINED IN THE AGREEMENT WILL CONSTITUTE SUCH A WARRANTY. SPS AND BANK DISCLAIM ALL IMPLIED WARRANTIES, TORT (INCLUDING NEGLIGENCE) OR OTHER GROUNDS THOSE OF MERCHANTABILITY AND FITNESS FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS A PARTICULAR PURPOSE. THIS SECTION SHALL SURVIVE TERMINATION OF PROFITS OR REVENUE, LOSS OF USE OF GOODS OR ASSOCIATED PRODUCTS, BUSINESS INTERRUPTION, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF CUSTOMERS OF PURCHASER FOR SUCH DAMAGE. In addition, if MANDALS furnishes Purchaser with advice or other assistance regarding any goods or services supplied hereunder, or any system or equipment in which any such goods may be installed, and which is not required pursuant to this transaction, the furnishing of the advice or assistance will not subject MANDALS to any liability, whether based on agreement, warranty, tort (including negligence) or other grounds. In the event Purchaser modifies MANDALS goods or incorporates MANDALS goods into another product or component part, Purchaser agrees to hold harmless and indemnify MANDALS from any and all claims, liabilities, losses, costs and expenses (including reasonable attorneys’ fees) involving personal injury or property damage. Purchaser also agrees to hold harmless and indemnify MANDALS from any patent or other intellectual property claims related to (i) any MANDALS goods made in accordance with Purchaser’s designs or specifications; or (ii) the use of any drawings provided to MANDALS by Purchaser for use in the manufacture, production or assembly of such goodsTHIS AGREEMENT.

Limitation of Liability; Indemnity. Mandals liability on any claim for loss or damage arising out of any transactions under this Agreement or from the performance or breach thereof or connected with any goods or services supplied hereunder10.1. SUBJECT TO THIS SECTION 10, or the saleUNITY’S (INCLUDING THAT OF ITS AFFILIATES AND LICENSORS) TOTAL LIABILITY TO you FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY UNDER THESE TERMS, resaleINCLUDING WITHOUT LIMITATION ANY LIABILITY FOR DIRECT OR INDIRECT DAMAGES, operation or use of goodsLOSSES, whether based on agreementOR INJURIES, warrantyWILL BE LIMITED TO THE AMOUNTS PAID TO UNITY BY YOU IN THE PAST THREE (3) MONTHS FOR THE LICENSE TO THE ZIVA ASSETS RELATING TO THE DISPUTE; SUBJECT TO THIS SECTION 11, tort (including negligence) or other grounds, shall not exceed the price allocable to such goods or services or part thereof involved in the claim, regardless of cause or fault. Purchaser’s remedies are limited to the return of non-conforming goods and repayment of the price or to the repair and replacement of non-conforming goods, subject to the provisions of paragraph 6. This limitation of liability and remedies reflects a deliberate and bargained-for allocation of risks between MANDALS and Purchaser and constitutes the basis of the parties’ bargain, without which MANDALS would not have agreed to the price or terms of this transaction. MANDALS SHALL NOT IN ANY NO EVENT WILL UNITY OR ITS AFFILIATES OR LICENSORS BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, BUSINESS, PROFITS OR ABILITY TO EXECUTE) OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF ZIVA STORE OR ANY ZIVA ASSETS LICENSED, DOWNLOADED OR OTHERWISE OBTAINED FROM THE ZIVA STORE, WHETHER AS A RESULT OF BREACH OF AGREEMENTSUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, INDEMNITY, WARRANTY, TORT (INCLUDING NEGLIGENCE) ), STRICT LIABILITY OR OTHER GROUNDS FOR INCIDENTALOTHERWISE, SPECIAL AND WHETHER OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, UNITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OF PROFITS OR REVENUE, LOSS OF USE OF GOODS OR ASSOCIATED PRODUCTS, BUSINESS INTERRUPTION, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF CUSTOMERS OF PURCHASER FOR SUCH DAMAGE. In addition, if MANDALS furnishes Purchaser with advice or other assistance regarding any goods or services supplied hereunder, or any system or equipment in which any such goods may be installed, and which is not required pursuant to this transaction, the furnishing of the advice or assistance will not subject MANDALS to any liability, whether based on agreement, warranty, tort (including negligence) or other grounds. In the event Purchaser modifies MANDALS goods or incorporates MANDALS goods into another product or component part, Purchaser agrees to hold harmless and indemnify MANDALS from any and all claims, liabilities, losses, costs and expenses (including reasonable attorneys’ fees) involving personal injury or property damage. Purchaser also agrees to hold harmless and indemnify MANDALS from any patent or other intellectual property claims related to (i) any MANDALS goods made in accordance with Purchaser’s designs or specifications; or (ii) the use of any drawings provided to MANDALS by Purchaser for use in the manufacture, production or assembly of such goodsTHE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

Limitation of Liability; Indemnity. Mandals liability on any claim for loss or damage arising out of any transactions under this Agreement or from the performance or breach thereof or connected with any goods or services supplied hereunder, or the sale, resale, operation or use of goods, whether based on agreement, warranty, tort (including negligence) or other grounds, shall not exceed the price allocable to such goods or services or part thereof involved in the claim, regardless of cause or fault. Purchaser’s remedies are limited to the return of non-conforming goods and repayment of the price or to the repair and replacement of non-conforming goods, subject to the provisions of paragraph 6. This limitation of liability and remedies reflects a deliberate and bargained-for allocation of risks between MANDALS and Purchaser and constitutes the basis of the parties’ bargain, without which MANDALS would not have agreed to the price or terms of this transaction. MANDALS SHALL NOT IN ANY EVENT BE LIABLE WHETHER AS A RESULT OF BREACH OF AGREEMENT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHER GROUNDS FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE, LOSS OF USE OF GOODS OR ASSOCIATED PRODUCTS, BUSINESS INTERRUPTION, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF CUSTOMERS OF PURCHASER FOR SUCH DAMAGE. In addition, if MANDALS furnishes Purchaser with advice or other assistance regarding any goods or services supplied hereunder, or any system or equipment in which any such goods may be installed, and which is not required pursuant to this transaction, the furnishing of the advice or assistance will not subject MANDALS to any liability, whether based on agreement, warranty, tort (including negligence) or other grounds. In the event Purchaser modifies MANDALS goods or incorporates MANDALS goods into another product or component part, Purchaser agrees to hold harmless and indemnify MANDALS from any and all claims, liabilities, losses, costs and expenses (including reasonable attorneys’ fees) involving personal injury or property damage. Purchaser Xxxxxxxxx also agrees to hold harmless and indemnify MANDALS from any patent or other intellectual property claims related to (i) any MANDALS goods made in accordance with Purchaser’s designs or specifications; or (ii) the use of any drawings provided to MANDALS by Purchaser for use in the manufacture, production or assembly of such goods. Mandals supplied goods must be used with secondary safety equipment on all applications and during operation, such as whip checks, safety socks, verification of coupling mounting and torque. On all medium compressed hoses, a proof test to 1.5xWP, and use of whip checks or similar methods of restraining movement in the event of coupling error, is mandatory. Mandals is not in any way responsible for press fit coupling assembly performed by others. Any procedures distributed by Mandals is made for internal use by Mandals to assemble press-fit couplings and are only valid for machines used by Mandals. These procedures must be regarded as guidelines only, and all customers and entities performing press-fit assembly of couplings must validate their own procedures and press-fit measurements.

Limitation of Liability; Indemnity. Mandals liability on any claim for loss or damage arising out of any transactions under this Agreement or from the performance or breach thereof or connected with any goods or services supplied hereundera) NGPL ACKNOWLEDGES, or the saleUNDERSTANDS AND ACCEPTS THAT (i) ENRON MAKES NO WARRANTY WHATSOEVER TO NGPL AS TO ENRONONLINE, resaleOR THE RESULTS OF NGPL’S USE OF ENRONONLINE , operation or use of goodsEXPRESS OR IMPLIED, whether based on agreementAND (ii) ENRONONLINE IS PROVIDED BY ENRON ON AN <"AS IS">“AS IS” BASIS AT NGPL’S SOLE RISK AND ENRON EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. <i)> b) WITHOUT LIMITATION OF THE FOREGOING, warrantyNGPL ACKNOWLEDGES, tort (including negligenceUNDERSTANDS AND ACCEPTS THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SOFTWARE AND THE <LICENCE> LICENSE FOR USE GRANTED HEREUNDER IS DELIVERED AND CONVEYED “AS-IS” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR FUNCTIONABILITY, AND ENRON HEREBY DISCLAIMS ANY AND ALL WARRANTIES NOT EXPRESSLY SET FORTH HEREIN. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NGPL ACCEPTS SOLE RESPONSIBILITY FOR ANY COMPATIBILITY PROBLEMS BETWEEN ANY LICENSED SOFTWARE AND ANY OTHER SOFTWARE, HARDWARE OR OTHER DEVICE. <11. LIMITATION OF LIABILITY; INDEMNITY.> c) or other grounds, shall not exceed the price allocable Enron may provide links through EnronOnline to certain internet sites sponsored and maintained by third parties. Such sites are publicly available and Enron is providing access to such goods links through EnronOnline solely as a convenience to NGPL. Enron makes no representations or services warranties concerning the content of such sites and the fact that access to such sites is provided does not constitute any endorsement, authorization or part thereof involved sponsorship of such sites or their sponsors by Enron nor is there any affiliation between Enron and such sponsors and such sponsors do not endorse, authorize or sponsor EnronOnline. NGPL understands and agrees that it will use or rely on such sites solely at its own risk and that Enron does not grant NGPL any rights in the claimrespect of such sites. <a)> d) ENRON AND ITS DIRECTORS, regardless of cause or faultOFFICERS, EMPLOYEES AND AGENTS, SHALL HAVE NO LIABILITY, CONTINGENT OR OTHERWISE, TO NGPL OR TO THIRD PARTIES, FOR THE ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY, PERFORMANCE OR CONTINUED AVAILABILITY OF ENRONONLINE OR FOR DELAYS OR OMISSIONS THEREIN. Purchaser’s remedies are limited to the return of non-conforming goods and repayment of the price or to the repair and replacement of non-conforming goods, subject to the provisions of paragraph 6. This limitation of liability and remedies reflects a deliberate and bargained-for allocation of risks between MANDALS and Purchaser and constitutes the basis of the parties’ bargain, without which MANDALS would not have agreed to the price or terms of this transaction. MANDALS SHALL NOT IN ANY NO EVENT WILL ENRON BE LIABLE WHETHER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, LOSS OF PROFIT, LOSS OR CORRUPTION OF DATA, LOSS OF GOODWILL OR REPUTATION OR WASTED MANAGEMENT TIME) WHICH MAY BE INCURRED OR EXPERIENCED ON ACCOUNT OF NGPL’S ENTERING INTO THIS AGREEMENT OR USING OR RELYING ON ENRONONLINE OR ANY INFORMATION ON IT, OR AS A RESULT OF <SERVIES> SERVICES PROVIDED BY ENRON TO NGPL, EVEN IF ENRON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY LIMITATIONS OR RESTRICTIONS ON THE LIABILITY OF EITHER PARTY IN THIS AGREEMENT SHALL ONLY APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW. <b)> e) NGPL ACKNOWLEDGES, UNDERSTANDS AND AGREES THAT IF ANY OF THE LIMITATIONS OF LIABILITY SET FORTH IN <SECTION 11(a)> SECTIONS 12(a) - (d) OR ELSEWHERE IN THIS AGREEMENT OR ANY LIMITED REMEDY IS HELD TO BE UNENFORCEABLE, OR IN THE ABSENCE OF A LIMITED REMEDY OR LIMITATION OF LIABILITY, THE LIABILITY OF ENRON TO NGPL FOR DAMAGES OR ALLEGED DAMAGES, WHETHER IN CONTRACT (INCLUDING BREACH OF AGREEMENT, WARRANTY), TORT (INCLUDING NEGLIGENCE) STRICT LIABILITY), INTELLECTUAL PROPERTY INFRINGEMENT, INDEMNITY OR OTHER GROUNDS FOR INCIDENTALOTHERWISE, SPECIAL RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS RECEIVED BY ENRON FROM NGPL HEREUNDER DURING THE TWELVE MONTHS PRECEDING THE ACTS GIVING RISE TO THE DAMAGES; PROVIDED, THAT SUCH DOLLAR LIMITATION SHALL NOT APPLY TO ANY LIABILITY OF ENRON ARISING OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS RESULTING FROM THE WILLFUL MISCOUNDUCT OR GROSS NEGLIGENCE OF PROFITS OR REVENUE, LOSS OF USE OF GOODS OR ASSOCIATED PRODUCTS, BUSINESS INTERRUPTION, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF CUSTOMERS OF PURCHASER FOR SUCH DAMAGE. In addition, if MANDALS furnishes Purchaser with advice or other assistance regarding any goods or services supplied hereunder, or any system or equipment in which any such goods may be installed, and which is not required pursuant to this transaction, the furnishing of the advice or assistance will not subject MANDALS to any liability, whether based on agreement, warranty, tort (including negligence) or other grounds. In the event Purchaser modifies MANDALS goods or incorporates MANDALS goods into another product or component part, Purchaser agrees to hold harmless and indemnify MANDALS from any and all claims, liabilities, losses, costs and expenses (including reasonable attorneys’ fees) involving personal injury or property damage. Purchaser also agrees to hold harmless and indemnify MANDALS from any patent or other intellectual property claims related to (i) any MANDALS goods made in accordance with Purchaser’s designs or specifications; or (ii) the use of any drawings provided to MANDALS by Purchaser for use in the manufacture, production or assembly of such goodsENRON.

Limitation of Liability; Indemnity. Mandals liability on any claim for loss or damage arising out of any transactions under this Agreement or from the performance or breach thereof or connected with any goods or services supplied hereunderTHE MAXIMUM AGGREGATE LIABILITY OF MSA, or the saleITS OFFICERS, resaleDIRECTORS, operation or use of goodsSHAREHOLDERS, whether based on agreementEMPLOYEES, warrantyAGENTS, tort (including negligence) or other groundsDISTRIBUTORS, shall not exceed the price allocable to such goods or services or part thereof involved in the claimAND RE-SELLERS, regardless of cause or fault. Purchaser’s remedies are limited to the return of non-conforming goods and repayment of the price or to the repair and replacement of non-conforming goodsUNDER THIS AGREEMENT FOR ALL LOSSES, subject to the provisions of paragraph 6. This limitation of liability and remedies reflects a deliberate and bargained-for allocation of risks between MANDALS and Purchaser and constitutes the basis of the parties’ bargainDAMAGES, without which MANDALS would not have agreed to the price or terms of this transaction. MANDALS SHALL NOT IN ANY EVENT BE LIABLE EXPENSES, OR INJURIES, WHETHER AS A RESULT OF BREACH OF AGREEMENT, WARRANTYUNDER CONTRACT, TORT (INCLUDING WITHOUT LIMITATION, NEGLIGENCE, AND STRICT LIABILITY), BY STATUTE, OTHER LEGAL THEORY, OR OTHERWISE, HOWSOEVER ARISING, SHALL BE LIMITED TO THE LICENSE FEES PAID BY YOU FOR THE SOFTWARE WITHIN THE PREVIOUS TWELVE (12) MONTHS, REGARDLESS OF A BREACH OF ANY FUNDAMENTAL TERM OR OTHER GROUNDS FOR INCIDENTAL, SPECIAL A FINDING THAT THE REMEDIES PROVIDED HEREIN FAILED WITH RESPECT TO THEIR ESSENTIAL PURPOSE. NO ACTION OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, PROCEEDING RELATING TO THIS LICENSE MAY BE COMMENCED BY YOU MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION ARISES. IN NO EVENT SHALL MSA BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR: (1) ANY AMOUNTS REPRESENTING LOSS OF PROFITS OR REVENUEREVENUES HOWSOEVER ARISING; (2) SPECIAL, LOSS INDIRECT, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES EVEN IF ADVISED OF THE POSSIBILITY OF SAME; (3) DAMAGES OR EXPENSES ARISING FROM CHANGES IN OPERATING CHARACTERISTICS OF HARDWARE OR SOFTWARE WHICH ARE MADE AFTER THE RELEASE OF THE SOFTWARE; OR (4) DAMAGES ARISING FROM THE USE OF GOODS THE SOFTWARE WITH OTHER SOFTWARE. YOU SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS MSA IN RESPECT OF ALL CLAIMS OR ASSOCIATED PRODUCTS, BUSINESS INTERRUPTION, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF CUSTOMERS OF PURCHASER FOR SUCH DAMAGE. In addition, if MANDALS furnishes Purchaser with advice or other assistance regarding any goods or services supplied hereunder, or any system or equipment in which any such goods may be installed, and which is not required pursuant to this transaction, the furnishing of the advice or assistance will not subject MANDALS to any liability, whether based on agreement, warranty, tort (including negligence) or other grounds. In the event Purchaser modifies MANDALS goods or incorporates MANDALS goods into another product or component part, Purchaser agrees to hold harmless and indemnify MANDALS from any and all claims, liabilities, losses, costs and expenses (including reasonable attorneys’ fees) involving personal injury or property damage. Purchaser also agrees to hold harmless and indemnify MANDALS from any patent or other intellectual property claims related to (i) any MANDALS goods made in accordance with Purchaser’s designs or specifications; or (ii) the use of any drawings provided to MANDALS by Purchaser for use in the manufacture, production or assembly of such goodsDAMAGES EXCLUDED HEREUNDER.

Limitation of Liability; Indemnity. Mandals liability on any claim for loss or damage arising out of any transactions under this Agreement or from the performance or breach thereof or connected with any goods or services supplied hereundera) PARTICIPANT ACKNOWLEDGES, or the saleUNDERSTANDS AND ACCEPTS THAT ICE MAKES NO WARRANTY WHATSOEVER TO PARTICIPANT AS TO THE PLATFORM OR PLATFORM SERVICES, resaleEXPRESS OR IMPLIED, operation or use of goodsAND THAT THE PLATFORM AND PLATFORM SERVICES ARE PROVIDED ON AN “AS IS” BASIS AT PARTICIPANT’S SOLE RISK. ICE EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER ICE NOR ITS DIRECTORS, whether based on agreementMANAGERS, warrantyOFFICERS, tort (including negligence) or other groundsAFFILIATES, shall not exceed the price allocable to such goods or services or part thereof involved in the claimSUBSIDIARIES, regardless of cause or fault. Purchaser’s remedies are limited to the return of non-conforming goods and repayment of the price or to the repair and replacement of non-conforming goodsSHAREHOLDERS, subject to the provisions of paragraph 6. This limitation of liability and remedies reflects a deliberate and bargained-for allocation of risks between MANDALS and Purchaser and constitutes the basis of the parties’ bargain, without which MANDALS would not have agreed to the price or terms of this transaction. MANDALS SHALL NOT IN EMPLOYEES OR AGENTS MAKE ANY EVENT BE LIABLE WHETHER AS A RESULT OF BREACH OF AGREEMENT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHER GROUNDS FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED WARRANTY WITH RESPECT TO, LOSS OF PROFITS OR REVENUE, LOSS OF USE OF GOODS OR ASSOCIATED PRODUCTS, BUSINESS INTERRUPTION, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF CUSTOMERS OF PURCHASER FOR AND NO SUCH DAMAGE. In addition, if MANDALS furnishes Purchaser with advice or other assistance regarding any goods or services supplied hereunder, or any system or equipment in which any such goods may be installed, and which is not required pursuant to this transaction, the furnishing of the advice or assistance will not subject MANDALS to any liability, whether based on agreement, warranty, tort (including negligence) or other grounds. In the event Purchaser modifies MANDALS goods or incorporates MANDALS goods into another product or component part, Purchaser agrees to hold harmless and indemnify MANDALS from any and all claims, liabilities, losses, costs and expenses (including reasonable attorneys’ fees) involving personal injury or property damage. Purchaser also agrees to hold harmless and indemnify MANDALS from any patent or other intellectual property claims related to PARTY SHALL HAVE ANY LIABILITY TO PARTICIPANT (i) any MANDALS goods made in accordance with Purchaser’s designs or specifications; or FOR THE ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY, PERFORMANCE OR CONTINUED AVAILABILITY OF THE PLATFORM OR PLATFORM SERVICES, THE MARKETS OPERATED BY ICE FUTURES EUROPE OR ICE FUTURES U.S., INC. OR THE CLEARING FACILITIES OPERATED BY ICE CLEAR EUROPE, (ii) the use of any drawings provided to MANDALS by Purchaser for use in the manufactureFOR DELAYS, production or assembly of such goodsOMISSIONS OR INTERRUPTIONS THEREIN, (iii) FOR THE CREDITWORTHINESS OF ANY OTHER PARTICIPANT, (iv) FOR THE ACTS OR OMISSIONS OF ANY BROKER AUTHORIZED BY PARTICIPANT TO UTILIZE SERVICES ON BEHALF OF PARTICIPANT, (v) FOR THE ACTS OR OMISSIONS OF PLATTS WITH REGARD TO THE PLATTS WINDOWS MARKETS; OR (vi) FOR ANY ACT OR OMISSION OF ICE FUTURES EUROPE, ICE FUTURES U.S., INC., ICE CLEAR EUROPE LIMITED OR ANY OTHER THIRD PARTY. ICE SHALL HAVE NO DUTY OR OBLIGATION TO VERIFY ANY INFORMATION DISPLAYED ON THE PLATFORM. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE PLATFORM DOES NOT AND SHALL NOT SERVE AS THE PRIMARY BASIS FOR ANY DECISIONS MADE BY PARTICIPANT AND THAT ICE IS NOT AN ADVISOR OR FIDUCIARY OF PARTICIPANT.

Limitation of Liability; Indemnity. Mandals liability on any claim for loss or damage arising out of any transactions under this Agreement or from the performance or breach thereof or connected with any goods or services supplied hereunder(A) THE LIABILITY, or the saleIF ANY, resaleOF BANK AND PAYA UNDER THIS AGREEMENT WHETHER TO MERCHANT OR TO ANY OTHER PARTY, operation or use of goodsWHATEVER THE BASIS OF THE LIABILITY, whether based on agreement, warranty, tort (including negligence) or other grounds, shall not exceed the price allocable to such goods or services or part thereof involved in the claim, regardless of cause or fault. Purchaser’s remedies are limited to the return of non-conforming goods and repayment of the price or to the repair and replacement of non-conforming goods, subject to the provisions of paragraph 6. This limitation of liability and remedies reflects a deliberate and bargained-for allocation of risks between MANDALS and Purchaser and constitutes the basis of the parties’ bargain, without which MANDALS would not have agreed to the price or terms of this transaction. MANDALS SHALL NOT EXCEED IN THE AGGREGATE THE DIFFERENCE BETWEEN (I) THE AMOUNT OF FEES PAID BY MERCHANT TO PAYA AND BANK DURING THE MONTH IN WHICH THE TRANSACTION OUT OF WHICH THE LIABILITY AROSE OCCURRED, AND (II) ASSESSMENTS, CHARGEBACKS, AND ANY OFFSETS AUTHORIZED UNDER THIS AGREEMENT AGAINST SUCH FEES WHICH AROSE DURING SUCH MONTH. IN THE EVENT MORE THAN ONE MONTH IS INVOLVED, THE AGGREGATE AMOUNT OF PAYA AND BANK’S LIABILITY SHALL NOT EXCEED THE LOWEST AMOUNT DETERMINED IN ACCORD WITH THE FOREGOING CALCULATION FOR ANY ONE MONTH INVOLVED. IN NO EVENT WILL BANK, PAYA, NOR ITS OR THEIR OFFICERS, AGENTS, DIRECTORS, OR EMPLOYEES BE LIABLE WHETHER FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES; (B) MERCHANT HEREBY AGREES TO INDEMNIFY AND HOLD BANK, Paya AND ITS AND/OR THEIR OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS (THE “INDEMNIFIED PARTIES”) HARMLESS FROM ANY CLAIM RELATING TO:, (I) ANY DISPUTE BETWEEN MERCHANT AND A CARDHOLDER WITH RESPECT TO THE ALLEGED OR ACTUAL FAILURE BY MERCHANT TO PROCESS A TRANSACTION AS REQUESTED BY SUCH CARDHOLDER OR TO PROVIDE PHYSICAL SECURITY AT OR NEAR ANY TERMINALS OR OTHER PREMISES OF MERCHANT, OR THE TRANSMISSION OR DISCLOSURE OF ANY INFORMATION BY OR THROUGH PAYA, (II) THE TRANSMISSION OF ANY INCORRECT OR INCOMPLETE INFORMATION TO A RESULT CUSTOMER OF ANY NETWORK MEMBER THROUGH THE NETWORK REGARDING AN ACCOUNT MAINTAINED BY SUCH CUSTOMER, OR THE DISCLOSURE THROUGH SUCH NETWORK TO ANY PARTY OF INFORMATION RELATING TO ANY SUCH ACCOUNT; AND (III) MERCHANT’S FAILURE TO COMPLY WITH ANY OF THE PROVISIONS OF THIS AGREEMENT AND APPLICABLE LAWS, RULES AND/OR REGULATIONS, INCLUDING WITHOUT LIMITATION DISPUTES RESULTING FROM MERCHANT'S FAILURE TO PROVIDE A SALES TRANSMITTAL. XXXXXXXX FURTHER AGREES TO INDEMNIFY AND HOLD THE INDEMNIFIED PARTIES HARMLESS FROM ALL CLAIMS, LIABILITY AND EXPENSES ARISING OR RESULTING FROM ANY DISPUTE OR CLAIM MADE AGAINST BANK AND/OR Paya BY ANY THIRD PARTY ARISING OUT OF MERCHANT’S BREACH OF THIS AGREEMENT OR THE RULES. FURTHER, MERCHANT SHALL REIMBURSE BANK OR PAYA, AS THE CASE MAY BE, FOR ALL EXPENSES AND COSTS, INCLUDING ATTORNEY’S FEES, WITH REGARD TO THE FORGOING; (C) NEITHER BANK NOR Paya MAKE ANY OTHER WARRANTY, EXPRESS OR IMPLIED, REGARDING ANY SERVICES IT PERFORMS IN ACCORDANCE WITH THIS AGREEMENT, AND NOTHING CONTAINED IN THE AGREEMENT WILL CONSTITUTE SUCH A WARRANTY. PAYA AND BANK DISCLAIM ALL IMPLIED WARRANTIES, TORT (INCLUDING NEGLIGENCE) OR OTHER GROUNDS THOSE OF MERCHANTABILITY AND FITNESS FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS A PARTICULAR PURPOSE. THIS SECTION SHALL SURVIVE TERMINATION OF PROFITS OR REVENUE, LOSS OF USE OF GOODS OR ASSOCIATED PRODUCTS, BUSINESS INTERRUPTION, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF CUSTOMERS OF PURCHASER FOR SUCH DAMAGE. In addition, if MANDALS furnishes Purchaser with advice or other assistance regarding any goods or services supplied hereunder, or any system or equipment in which any such goods may be installed, and which is not required pursuant to this transaction, the furnishing of the advice or assistance will not subject MANDALS to any liability, whether based on agreement, warranty, tort (including negligence) or other grounds. In the event Purchaser modifies MANDALS goods or incorporates MANDALS goods into another product or component part, Purchaser agrees to hold harmless and indemnify MANDALS from any and all claims, liabilities, losses, costs and expenses (including reasonable attorneys’ fees) involving personal injury or property damage. Purchaser also agrees to hold harmless and indemnify MANDALS from any patent or other intellectual property claims related to (i) any MANDALS goods made in accordance with Purchaser’s designs or specifications; or (ii) the use of any drawings provided to MANDALS by Purchaser for use in the manufacture, production or assembly of such goodsTHIS AGREEMENT.

Limitation of Liability; Indemnity. Mandals liability on any claim for loss or damage arising out of any transactions under this Agreement or from the performance or breach thereof or connected with any goods or services supplied hereunderTO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, or the sale, resale, operation or use of goods, whether based on agreement, warranty, tort (including negligence) or other grounds, shall not exceed the price allocable to such goods or services or part thereof involved in the claim, regardless of cause or fault. Purchaser’s remedies are limited to the return of non-conforming goods and repayment of the price or to the repair and replacement of non-conforming goods, subject to the provisions of paragraph 6. This limitation of liability and remedies reflects a deliberate and bargained-for allocation of risks between MANDALS and Purchaser and constitutes the basis of the parties’ bargain, without which MANDALS would not have agreed to the price or terms of this transaction. MANDALS YOU AGREE THAT PANCAKESWAP CAKE DEFI SHALL NOT IN ANY EVENT BE LIABLE WHETHER AS A RESULT FOR ANY LOSS OF BREACH OF AGREEMENTINFORMATION, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHER GROUNDS FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TODATA, LOSS OF PROFITS OR REVENUEINCOME, LOSS OF USE OF GOODS OPPORTUNITY OR ASSOCIATED PRODUCTS, BUSINESS INTERRUPTIONPROFITS, COST OF CAPITALRECOVERY, COST OF SUBSTITUTE GOODS, FACILITIES OR SERVICES, DOWNTIME COSTSPERSONAL INJURY, OR CLAIMS OTHER LOSS, HOWEVER CAUSED AND UNDER ANY THEORY OF CUSTOMERS LIABILITY, ARISING FROM THE USE OF PURCHASER FOR THE SERVICE, OR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SERVICE. THIS LIMITATION WILL APPLY EVEN IF PANCAKESWAP CAKE DEFI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGEDAMAGES, AND THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. In additionTO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, if MANDALS furnishes Purchaser with advice or other assistance regarding any goods or services supplied hereunderIN NO EVENT SHALL PANCAKESWAP CAKE DEFI’S TOTAL LIABILITY TO ANY USER ARISING OUT OF OR RELATED TO THIS AGREEMENT OR YOUR USE OF THE SERVICE EXCEED THE PROTOCOL FEES PAID IN THE APPLICABLE TOKEN OR ITS EQUIVALENT. You agree to defend, or any system or equipment in which any such goods may be installedindemnify, and which is not required pursuant to this transaction, the furnishing of the advice or assistance will not subject MANDALS to any liability, whether based on agreement, warranty, tort (including negligence) or other grounds. In the event Purchaser modifies MANDALS goods or incorporates MANDALS goods into another product or component part, Purchaser agrees to hold harmless PANCAKESWAP CAKE DEFI, and indemnify MANDALS its officers, directors, managers, and employees (“Indemnified Parties”) from any and all claims, liabilities, lossesdamages, costs costs, and expenses (including reasonable attorneys’ fees) involving personal injury incurred by such indemnified parties in connection with any third-party action, claim, or property damage. Purchaser also agrees to hold harmless and indemnify MANDALS proceeding arising from any patent or other intellectual property claims related to (i) any MANDALS goods made in accordance with Purchaser’s designs your access to or specifications; or use of the Services, (ii) the use your violation of these Terms of Use, or (iii) any drawings provided taxes, and related costs, interest and penalties, applicable to MANDALS by Purchaser for use in the manufacture, production any Rewards you receive. You may not settle or assembly of such goodsotherwise compromise any claim subject to this Section without PancakeSwap Cake DeFi’s prior written approval.