Common use of Limitation of Remedies Clause in Contracts

Limitation of Remedies. CUSTOMER'S EXCLUSIVE AND SOLE REMEDY ON ACCOUNT OF, OR IN RESPECT OF, THE FURNISHING OF NON-CONFORMING DELIVERABLES, SHALL BE TO (A) SECURE REPAIR OR REPLACEMENT OF THE PRODUCTS; OR (B) SECURE REPAIR OR RE- PERFORMANCE OF THE SERVICES OR TO OBTAIN A REFUND OF THE PRICE PAID FOR THE DEFECTIVE SERVICE, ALL AT COMPANY’S OPTION. IN NO EVENT WILL THE COMPANY'S MAXIMUM LIABILITY EXCEED THE SELLING PRICE FOR THE DELIVERABLE. THE WARRANTY, OBLIGATIONS AND LIABILITIES OF COMPANY (INCLUDING ITS SUPPLIERS) AND THE RIGHTS AND REMEDIES OF CUSTOMER ARE EXCLUSIVE AND ARE IN LIEU OF AND CUSTOMER HEREBY WAIVES AND RELEASES ALL OTHER WARRANTIES, OBLIGATIONS, REPRESENTATIONS OR LIABILITIES EXPRESS OR IMPLIED ARISING BY LAW, IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, INCLUDING BUT NOT LIMITED TO (I) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY IMPLIED THROUGH COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE OR (II) CLAIMS ARISING OUT OF THE NEGLIGENCE OF COMPANY OR COMPANY’S SUPPLIERS OR (III) ANY OTHER CLAIM ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM THE PERFORMANCE OF COMPANY OR FROM THE DESIGN, MANUFACTURE, SALE, REPAIR, LEASE OR USE OF THE DELIVERABLE, OR ANY COMPONENT THEREOF, DELIVERED OR RENDERED HEREUNDER OR OTHERWISE.

Limitation of Remedies. CUSTOMER'S EXCLUSIVE AND SOLE REMEDY ON ACCOUNT OFMyriant’s liability, OR IN RESPECT OFand Buyer’s sole remedy, THE FURNISHING OF NON-CONFORMING DELIVERABLESfor any claim in respect of any products at any time sold or agreed to be sold by Myriant, SHALL BE TO is limited to, at Myriant’s option (Ai) SECURE REPAIR OR REPLACEMENT OF THE PRODUCTS; OR replacing the particular quantity of nonconforming Product or (Bii) SECURE REPAIR OR RE- PERFORMANCE OF THE SERVICES OR TO OBTAIN A REFUND OF THE PRICE PAID FOR THE DEFECTIVE SERVICErefunding the purchase price of the particular quantity of nonconforming product, ALL AT COMPANY’S OPTIONless the value, if any, to Buyer of the nonconforming product. IN NO EVENT WILL MYRIANT’S AGGREGATE LIABILITY TO BUYER FOR ALL DAMAGES ARISING FROM ANY AND ALL CLAIMS RELATED TO THE COMPANY'S MAXIMUM LIABILITY EXCEED BREACH OF THESE TERMS, NON-DELIVERY, OR THE SELLING PRICE FOR PROVISION OF ANY PRODUCTS, REGARDLESS OF WHETHER THE DELIVERABLE. THE WARRANTY, OBLIGATIONS AND LIABILITIES FORM OF COMPANY (INCLUDING ITS SUPPLIERS) AND THE RIGHTS AND REMEDIES OF CUSTOMER ARE EXCLUSIVE AND ARE IN LIEU OF AND CUSTOMER HEREBY WAIVES AND RELEASES ALL OTHER WARRANTIES, OBLIGATIONS, REPRESENTATIONS OR LIABILITIES EXPRESS OR IMPLIED ARISING BY LAW, IN ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE OR NEGLIGENCE), STRICT LIABILITY) , STATUTE, OR OTHERWISE, INCLUDING BUT NOT LIMITED EXCEED THE TOTAL PRICE PAID BY BUYER TO MYRIANT FOR THE PRODUCTS IN RESPECT OF WHICH DAMAGES ARE CLAIMED. NO CLAIM SHALL BE ALLOWED FOR PRODUCT THAT HAS BEEN PROCESSED IN ANY MANNER. FAILURE TO GIVE NOTICE OF A CLAIM WITHIN NINETY (I90) ANY IMPLIED WARRANTY DAYS FROM THE DATE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY IMPLIED THROUGH COURSE OF PERFORMANCE, COURSE OF DEALINGDELIVERY, OR USAGE THE DATE FIXED FOR DELIVERY (IN CASE OF TRADE NON-DELIVERY) SHALL CONSTITUTE A WAIVER BY BUYER OF ALL CLAIMS IN RESPECT OF SUCH PRODUCTS. PRODUCTS SHALL NOT BE RETURNED TO MYRIANT WITHOUT MYRIANT’S PRIOR WRITTEN PERMISSION. IN ADDITION, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, BUYER WAIVES ANY CLAIM TO INDIRECT, CONSEQUENTIAL (INCLUDING WITHOUT LIMITATION ANY LOSS OF PROFITS EVEN IF ADVISED OF THE POSSIBILITY THEREOF), PUNITIVE, EXEMPLARY OR (II) CLAIMS MULTIPLIED DAMAGES ARISING OUT OF OR RELATING TO THESE TERMS OR THE NEGLIGENCE PROVISION OF COMPANY OR COMPANY’S SUPPLIERS OR (III) ANY OTHER CLAIM ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM THE PERFORMANCE OF COMPANY OR FROM THE DESIGN, MANUFACTURE, SALE, REPAIR, LEASE OR USE OF THE DELIVERABLE, OR ANY COMPONENT THEREOF, DELIVERED OR RENDERED HEREUNDER OR OTHERWISEPRODUCT.

Limitation of Remedies. CUSTOMER14.1 If Buyer becomes Insolvent as that term is defined in this Agreement, or files for protection under applicable bankruptcy laws, whether voluntary or involuntary, Seller may refuse to ship the goods covered by this Agreement except for those paid for in cash or by certified funds. Seller may also stop delivery of goods in transit. Seller shall also be entitled to reimbursement for the reasonable and proper cancellation charges it accrues as a result of Buyer's insolvency. 14.2 Should Seller fail to make delivery, or otherwise breaches or repudiates this Agreement, Buyer's sole remedy for any and all losses or damages shall be limited to the recovery of the difference between the contract price and the market price as provided in Section 2-712 of the Uniform Commercial Code as adopted in the jurisdiction governing this Agreement. IT IS UNDERSTOOD AND AGREED THAT SELLER'S EXCLUSIVE AND SOLE REMEDY ON ACCOUNT OF, OR IN RESPECT OF, THE FURNISHING OF NON-CONFORMING DELIVERABLES, SHALL BE TO (A) SECURE REPAIR OR REPLACEMENT OF THE PRODUCTS; OR (B) SECURE REPAIR OR RE- PERFORMANCE OF THE SERVICES OR TO OBTAIN A REFUND OF THE PRICE PAID FOR THE DEFECTIVE SERVICE, ALL AT COMPANY’S OPTION. IN NO EVENT WILL THE COMPANY'S MAXIMUM LIABILITY EXCEED THE SELLING PRICE FOR THE DELIVERABLE. THE WARRANTY, OBLIGATIONS AND LIABILITIES OF COMPANY (INCLUDING ITS SUPPLIERS) AND THE RIGHTS AND REMEDIES OF CUSTOMER ARE EXCLUSIVE AND ARE IN LIEU OF AND CUSTOMER HEREBY WAIVES AND RELEASES ALL OTHER WARRANTIES, OBLIGATIONS, REPRESENTATIONS OR LIABILITIES EXPRESS OR IMPLIED ARISING BY LAW, WHETHER IN CONTRACT, TORT (INCLUDING IN TORT, UNDER ANY WARRANTY, IN NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, INCLUDING SHALL NOT EXCEED THE RETURN OF THE PURCHASE PRICE PAID BY BUYER AND UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR REVENUE, INABILITY TO (I) ANY IMPLIED WARRANTY USE THE PRODUCT OR OTHER ASSOCIATED PRODUCTS/EQUIPMENT, THE COST OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY IMPLIED THROUGH COURSE SUBSTITUTE EQUIPMENT, AND CLAIMS BY THIRD PARTIES). THE PURCHASE PRICE STATED IN THIS AGREEMENT IS GIVEN IN CONSIDERATION IN LIMITING SELLER'S LIABILITY. NO ACTION, REGARDLESS OF PERFORMANCEFORM, COURSE OF DEALING, OR USAGE OF TRADE OR (II) CLAIMS ARISING OUT OF THE NEGLIGENCE TRANSACTIONS UNDER THIS AGREEMENT MAY BE BROUGHT BY BUYER MORE THAN TWO (2) YEARS AFTER THE CAUSE OF COMPANY OR COMPANY’S SUPPLIERS OR (III) ANY OTHER CLAIM ARISING OUT OFACTION HAS ACCRUED AS DEFINED AND DESCRIBED IN MORE DETAIL IN PARAGRAPH 14.3 DIRECTLY BELOW 14.3 For the purposes of this Agreement, CONNECTED WITHa cause of action for the breach of this Agreement shall accrue when the breach occurs, OR RESULTING FROM THE PERFORMANCE OF COMPANY OR FROM THE DESIGNwhether or not the parties are aware of the breach at that time. For breach of warranty claims, MANUFACTUREthe cause of action shall accrue on tender of the goods. 14.4 Should Buyer default in any provision of this Agreement, SALEincluding any extensions of or amendments mutually entered into between the parties, REPAIR, LEASE OR USE OF THE DELIVERABLE, OR ANY COMPONENT THEREOF, DELIVERED OR RENDERED HEREUNDER OR OTHERWISESeller shall have the right to declare the unpaid balance of the purchase price immediately due and owing.

Limitation of Remedies. CUSTOMER'S EXCLUSIVE 14.1 If Buyer becomes insolvent as that term is defined in this Agreement, or files for protection under applicable bankruptcy laws, whether voluntary or involuntary, Seller may refuse to ship the goods covered by this Agreement except for those paid for in cash or by certified funds. Seller may also stop delivery of goods in transit. Seller shall also be entitled to reimbursement for the reasonable and proper cancellation charges it accrues as a result of Buyer’s insolvency. 14.2 Should Seller fail to make delivery, or otherwise breaches or repudiates this Agreement, Buyer’s sole remedy for any and all losses or damages shall be limited to the recovery of the difference between the contract price and the market price as provided in Section 2-712 of the Uniform Commercial Code as adopted in the jurisdiction governing this Agreement. IT IS UNDERSTOOD AND SOLE REMEDY ON ACCOUNT OF, OR IN RESPECT OF, THE FURNISHING OF NON-CONFORMING DELIVERABLES, SHALL BE TO (A) SECURE REPAIR OR REPLACEMENT OF THE PRODUCTS; OR (B) SECURE REPAIR OR RE- PERFORMANCE OF THE SERVICES OR TO OBTAIN A REFUND OF THE PRICE PAID FOR THE DEFECTIVE SERVICE, ALL AT COMPANYAGREED THAT SELLER’S OPTION. IN NO EVENT WILL THE COMPANY'S MAXIMUM LIABILITY EXCEED THE SELLING PRICE FOR THE DELIVERABLE. THE WARRANTY, OBLIGATIONS AND LIABILITIES OF COMPANY (INCLUDING ITS SUPPLIERS) AND THE RIGHTS AND REMEDIES OF CUSTOMER ARE EXCLUSIVE AND ARE IN LIEU OF AND CUSTOMER HEREBY WAIVES AND RELEASES ALL OTHER WARRANTIES, OBLIGATIONS, REPRESENTATIONS OR LIABILITIES EXPRESS OR IMPLIED ARISING BY LAW, WHETHER IN CONTRACT, TORT (INCLUDING IN TORT, UNDER ANY WARRANTY, IN NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, INCLUDING SHALL NOT EXCEED THE RETURN OF THE PURCHASE PRICE PAID BY BUYER AND UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR REVENUE, INABILITY TO (I) ANY IMPLIED WARRANTY USE THE PRODUCT OR OTHER ASSOCIATED PRODUCTS/EQUIPMENT, THE COST OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY IMPLIED THROUGH COURSE SUBSTITUTE EQUIPMENT, AND CLAIMS BY THIRD PARTIES). THE PURCHASE PRICE STATED IN THIS AGREEMENT IS GIVEN IN CONSIDERATION IN LIMITING SELLER’S LIABILITY. NO ACTION, REGARDLESS OF PERFORMANCEFORM, COURSE OF DEALING, OR USAGE OF TRADE OR (II) CLAIMS ARISING OUT OF THE NEGLIGENCE TRANSACTIONS UNDER THIS AGREEMENT MAY BE BROUGHT BY BUYER MORE THAN TWO (2) YEARS AFTER THE CAUSE OF COMPANY OR COMPANY’S SUPPLIERS OR (III) ANY OTHER CLAIM ARISING OUT OFACTION HAS ACCRUED AS DEFINED AND DESCRIBED IN MORE DETAIL IN PARAGRAPH 14.3 DIRECTLY BELOW 14.3 For the purposes of this Agreement, CONNECTED WITHa cause of action for the breach of this Agreement shall accrue when the breach occurs, OR RESULTING FROM THE PERFORMANCE OF COMPANY OR FROM THE DESIGNwhether or not the parties are aware of the breach at that time. For breach of warranty claims, MANUFACTUREthe cause of action shall accrue on tender of the goods. 14.4 Should Buyer default in any provision of this Agreement, SALEincluding any extensions of or amendments mutually entered into between the parties, REPAIR, LEASE OR USE OF THE DELIVERABLE, OR ANY COMPONENT THEREOF, DELIVERED OR RENDERED HEREUNDER OR OTHERWISESeller shall have the right to declare the unpaid balance of the purchase price immediately due and owing.

Limitation of Remedies. CUSTOMER'S EXCLUSIVE IT IS SPECIFICALLY UNDERSTOOD AND SOLE REMEDY ON ACCOUNT OF, OR IN RESPECT OF, THE FURNISHING OF NON-CONFORMING DELIVERABLES, SHALL BE TO AGREED THAT: (A) SECURE REPAIR LESSOR SHALL NOT BE DEEMED TO HAVE MADE ANY REPRESENTATION, WARRANTY OR REPLACEMENT PROMISE MADE BY SELLER, NEITHER SELLER NOR LESSOR SHALL ACT AS, OR BE DEEMED TO BE, AN AGENT OF THE PRODUCTSOTHER, AND LESSOR SHALL NOT BE BOUND BY, OR LIABLE FOR, ANY REPRESENTATION OR PROMISE MADE BY SELLER (EVEN IF LESSOR IS AFFILIATED WITH SELLER); OR (B) SECURE REPAIR LESSOR SHALL NOT BE LIABLE FOR ANY FAILURE OF ANY EQUIPMENT OR RE- PERFORMANCE ANY DELAY IN ITS DELIVERY OR INSTALLATION; (C) LESSOR SHALL NOT BE LIABLE FOR ANY BREACH OF THE SERVICES ANY WARRANTY THAT SELLER MAY HAVE MADE; (D) LESSEE HAS SELECTED ALL EQUIPMENT WITHOUT LESSOR'S ASSISTANCE; (E) LESSOR IS NOT A MANUFACTURER OF ANY EQUIPMENT; AND (F) LESSOR HAS NOT MADE AND DOES NOT NOW MAKE ANY REPRESENTATION OR TO OBTAIN A REFUND OF THE PRICE PAID FOR THE DEFECTIVE SERVICE, ALL AT COMPANY’S OPTION. IN NO EVENT WILL THE COMPANY'S MAXIMUM LIABILITY EXCEED THE SELLING PRICE FOR THE DELIVERABLE. THE WARRANTY, OBLIGATIONS AND LIABILITIES EXPRESS OR IMPLIED, WITH RESPECT TO THE DESIGN, COMPLIANCE WITH SPECIFICATIONS, OPERATION, OR CONDITION OF COMPANY ANY EQUIPMENT (INCLUDING ITS SUPPLIERS) OR ANY PART THEREOF), THE MERCHANTABILITY OR FITNESS OF EQUIPMENT FOR A PARTICULAR PURPOSE, OR ISSUES REGARDING PATENT INFRINGEMENT, TITLE AND THE LIKE. IT IS FURTHER AGREED THAT LESSOR SHALL HAVE NO LIABILITY TO LESSEE, LESSEE'S CUSTOMERS, OR ANY THIRD PARTIES FOR ANY DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT OR ANY SCHEDULE OR CONCERNING ANY EQUIPMENT, OR FOR ANY DAMAGES BASED ON STRICT OR ABSOLUTE TORT LIABILITY; PROVIDED, HOWEVER, THAT NOTHING IN THIS AGREEMENT SHALL DEPRIVE LESSEE OF ANY RIGHTS IT MAY HAVE AGAINST ANY PERSON OTHER THAN LESSOR. LESSEE SHALL LOOK SOLELY TO SELLER FOR ANY AND ALL CLAIMS AND WARRANTIES RELATING TO THE EQUIPMENT. Lessor hereby assigns to Lessee for the term of the applicable Schedule the right to enforce; provided no Event of Default then exists under this Agreement and such enforcement is pursued in Lessee's name, any representations, warranties and agreements made by Seller pursuant to the purchase documents, and Lessee may retain any recovery resulting from any such enforcement efforts. TO THE EXTENT PERMITTED BY APPLICABLE LAW, LESSEE WAIVES ANY AND ALL RIGHTS AND REMEDIES OF CUSTOMER ARE EXCLUSIVE AND ARE IN LIEU OF AND CUSTOMER HEREBY WAIVES AND RELEASES ALL OTHER WARRANTIES, OBLIGATIONS, REPRESENTATIONS OR LIABILITIES EXPRESS OR IMPLIED ARISING CONFERRED UPON A LESSEE BY LAW, IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, INCLUDING BUT NOT LIMITED TO (I) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY IMPLIED THROUGH COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE OR (II) CLAIMS ARISING OUT ARTICLE 2A OF THE NEGLIGENCE UCC AND ANY RIGHTS NOW OR HEREINAFTER CONFERRED BY STATUTE OR OTHERWISE THAT MAY LIMIT OR MODIFY LESSOR'S RIGHTS AS DESCRIBED IN THIS SECTION OR OTHER SECTIONS OF COMPANY OR COMPANY’S SUPPLIERS OR (III) ANY OTHER CLAIM ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM THE PERFORMANCE OF COMPANY OR FROM THE DESIGN, MANUFACTURE, SALE, REPAIR, LEASE OR USE OF THE DELIVERABLE, OR ANY COMPONENT THEREOF, DELIVERED OR RENDERED HEREUNDER OR OTHERWISETHIS AGREEMENT.

Limitation of Remedies. CUSTOMER'S EXCLUSIVE EXCEPT AS EXPRESSLY PROVIDED IN THIS MASTER AGREEMENT, AND SOLE REMEDY ON ACCOUNT OFTHE SCHEDULES AND ATTACHMENTS HERETO, OR IN ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, INDEMNITIES AND GUARANTEES WITH RESPECT OFTO THE PRODUCTS, THE FURNISHING OF NON-CONFORMING DELIVERABLESINCORPORATED THIRD PARTY SOFTWARE, SHALL BE TO (A) SECURE REPAIR OR REPLACEMENT OF THE PRODUCTS; OR (B) SECURE REPAIR OR RE- PERFORMANCE OF THE SERVICES OR TO OBTAIN A REFUND OF THE PRICE PAID FOR THE DEFECTIVE SERVICEOTHER THIRD PARTY SOFTWARE, ALL AT COMPANY’S OPTION. IN NO EVENT WILL THE COMPANY'S MAXIMUM LIABILITY EXCEED THE SELLING PRICE FOR THE DELIVERABLE. THE WARRANTY, OBLIGATIONS AND LIABILITIES OF COMPANY (INCLUDING ITS SUPPLIERS) AND THE RIGHTS AND REMEDIES OF CUSTOMER ARE EXCLUSIVE AND ARE IN LIEU OF AND CUSTOMER HEREBY WAIVES AND RELEASES ALL OTHER WARRANTIESSERVICES, OBLIGATIONS, REPRESENTATIONS OR LIABILITIES WHETHER EXPRESS OR IMPLIED IMPLIED, ARISING BY LAW, IN CONTRACTCUSTOM, TORT PRIOR ORAL OR WRITTEN STATEMENTS BY CSG, ITS AGENTS OR OTHERWISE (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISEINCLUDING, INCLUDING BUT NOT LIMITED TO (I) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR MERCHANTABILITY, SATISFACTION, FITNESS FOR A PARTICULAR PURPOSE PURPOSE, TITLE OR ANY WARRANTY IMPLIED THROUGH COURSE NON-INFRINGEMENT) ARE HEREBY OVERRIDDEN, EXCLUDED AND DISCLAIMED. CUSTOMER ACKNOWLEDGES THAT THE PRODUCTS AND SERVICES BEING PROVIDED AS AGREED TO HEREIN ENTAIL THE LIKELIHOOD OF PERFORMANCESOME HUMAN AND MACHINE ERRORS, COURSE OMISSIONS, DELAYS AND LOSSES, INCLUDING, BUT NOT LIMITED TO, INADVERTENT MUTILATION OF DEALINGDOCUMENTS AND LOSS OF DATA, WHICH MAY GIVE RISE TO LOSS OR USAGE OF TRADE DAMAGE. CUSTOMER AGREES THAT CSG SHALL NOT BE LIABLE DUE TO SUCH ERRORS, OMISSIONS, DELAYS AND LOSSES UNLESS CAUSED BY CSG'S GROSS NEGLIGENCE OR (II) CLAIMS ARISING OUT OF THE NEGLIGENCE OF COMPANY OR COMPANY’S SUPPLIERS OR (III) ANY OTHER CLAIM ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM THE PERFORMANCE OF COMPANY OR FROM THE DESIGN, MANUFACTURE, SALE, REPAIR, LEASE OR USE OF THE DELIVERABLE, OR ANY COMPONENT THEREOF, DELIVERED OR RENDERED HEREUNDER OR OTHERWISEWILLFUL AND INTENTIONAL MISCONDUCT.

Limitation of Remedies. CUSTOMER'S EXCLUSIVE EXCEPT AS EXPRESSLY PROVIDED IN THIS MASTER AGREEMENT, ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, INDEMNITIES AND SOLE REMEDY ON ACCOUNT OF, OR IN GUARANTEES WITH RESPECT OFTO THE PRODUCTS, THE FURNISHING OF NON-CONFORMING DELIVERABLESINCORPORATED THIRD PARTY SOFTWARE, SHALL BE TO (A) SECURE REPAIR OR REPLACEMENT OF THE PRODUCTS; OR (B) SECURE REPAIR OR RE- PERFORMANCE OF THE SERVICES OR TO OBTAIN A REFUND OF THE PRICE PAID FOR THE DEFECTIVE SERVICEOTHER THIRD PARTY SOFTWARE, ALL AT COMPANY’S OPTION. IN NO EVENT WILL THE COMPANY'S MAXIMUM LIABILITY EXCEED THE SELLING PRICE FOR THE DELIVERABLE. THE WARRANTY, OBLIGATIONS AND LIABILITIES OF COMPANY (INCLUDING ITS SUPPLIERS) AND THE RIGHTS AND REMEDIES OF CUSTOMER ARE EXCLUSIVE AND ARE IN LIEU OF AND CUSTOMER HEREBY WAIVES AND RELEASES ALL OTHER WARRANTIESSERVICES, OBLIGATIONS, REPRESENTATIONS OR LIABILITIES WHETHER EXPRESS OR IMPLIED IMPLIED, ARISING BY LAW, IN CONTRACTCUSTOM PRIOR ORAL OR WRITTEN STATE S BY CSG, TORT ITS AGENTS OR OTHERWISE (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISEINCLUDING, INCLUDING BUT NOT LIMITED TO (I) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR MERCHANTABILITY, SATISFACTION, FITNESS FOR A PARTICULAR PURPOSE PURPOSE, TITLE OR ANY WARRANTY IMPLIED THROUGH COURSE NON-INFRINGEMENT) ARE HEREBY OVERRIDDEN, EXCLUDED AND DISCLAIMED. CUSTOMER ACKNOWLEDGES THAT THE PRODUCTS AND SERVICES BEING PROVIDED AS AGREED TO HEREIN ENTAIL THE LIKELIHOOD OF PERFORMANCESOME HUMAN AND MACHINE ERRORS, COURSE OMISSIONS, DELAYS AND LOSSES, INCLUDING, BUT NOT LIMITED TO, INADVERTENT MUTILATION OF DEALINGDOCUMENTS AND LOSS OF DATA, WHICH MAY GIVE RISE TO LOSS OR USAGE OF TRADE DAMAGE. CUSTOMER AGREES THAT CSG SHALL NOT BE LIABLE DUE TO SUCH ERRORS, OMISSIONS, DELAYS AND LOSSES UNLESS CAUSED BY CSG'S GROSS NEGLIGENCE OR (II) CLAIMS ARISING OUT OF THE NEGLIGENCE OF COMPANY OR COMPANY’S SUPPLIERS OR (III) ANY OTHER CLAIM ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM THE PERFORMANCE OF COMPANY OR FROM THE DESIGN, MANUFACTURE, SALE, REPAIR, LEASE OR USE OF THE DELIVERABLE, OR ANY COMPONENT THEREOF, DELIVERED OR RENDERED HEREUNDER OR OTHERWISEWILLFUL AND INTENTIONAL MISCONDUCT.

Limitation of Remedies. CUSTOMER'S EXCLUSIVE AND SOLE REMEDY ON ACCOUNT IN NO EVENT SHALL WISE SOFTWARE SOLUTIONS BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS ARISING OUT OF OR RELATED TO THE SOFTWARE, THIS XXXX, OR THE PERFORMANCE OR BREACH THEREOF, EVEN IF WISE SOFTWARE SOLUTIONS HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. IN PARTICULAR, WISE SOFTWARE SOLUTIONS SHALL NOT BE LIABLE FOR THE LOSS OF INFORMATION ARISING FROM THE USE OF, OR IN RESPECT OFINABILITY TO USE, THE FURNISHING SOFTWARE. WISE SOFTWARE SOLUTIONS' LIABILITY TO YOU, IF ANY, WHETHER ARISING UNDER STATUTE, CONTRACT, STRICT LIABILITY, OR BASED UPON A CLAIM OF NON-CONFORMING DELIVERABLESNEGLIGENCE OR SOME OTHER TORT CLAIM, SHALL BE TO (A) SECURE REPAIR OR REPLACEMENT OF THE PRODUCTS; OR (B) SECURE REPAIR OR RE- PERFORMANCE OF THE SERVICES OR TO OBTAIN A REFUND OF THE PRICE PAID FOR THE DEFECTIVE SERVICE, ALL AT COMPANY’S OPTION. IN NO EVENT WILL THE COMPANY'S MAXIMUM LIABILITY EXCEED THE SELLING PRICE FOR THE DELIVERABLETOTAL LICENSE FEE PAID TO WISE SOFTWARE SOLUTIONS HEREUNDER. THE WARRANTY, OBLIGATIONS AND LIABILITIES OF COMPANY (INCLUDING ITS SUPPLIERS) AND THE RIGHTS WARRANTIES AND REMEDIES OF CUSTOMER SET FORTH ABOVE ARE EXCLUSIVE AND ARE IN LIEU OF AND CUSTOMER HEREBY WAIVES AND RELEASES ALL OTHER WARRANTIESOTHERS, OBLIGATIONSORAL OR WRITTEN, REPRESENTATIONS EXPRESSED OR LIABILITIES EXPRESS IMPLIED. NO WISE SOFTWARE SOLUTIONS DISTRIBUTOR, DEALER, EMPLOYEE OR IMPLIED ARISING BY LAW, AGENT IS AUTHORIZED TO MODIFY OR EXTEND THE ABOVE WARRANTIES OR REMEDIES IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, INCLUDING BUT NOT LIMITED TO (I) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY IMPLIED THROUGH COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE OR (II) CLAIMS ARISING OUT MANNER. SOME STATES MAY HAVE STATUTORY CONSUMER PROTECTION PROVISIONS WHICH MAY SUPERSEDE THIS PROVISION OF THE NEGLIGENCE XXXX. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF COMPANY IMPLIED WARRANTIES OR COMPANY’S SUPPLIERS THE LIMITATION OF INCIDENTAL OR (III) ANY CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER CLAIM ARISING OUT OF, CONNECTED WITH, OR RESULTING RIGHTS WHICH VARY FROM THE PERFORMANCE OF COMPANY OR FROM THE DESIGN, MANUFACTURE, SALE, REPAIR, LEASE OR USE OF THE DELIVERABLE, OR ANY COMPONENT THEREOF, DELIVERED OR RENDERED HEREUNDER OR OTHERWISESTATE TO STATE.

Limitation of Remedies. CUSTOMER'S EXCLUSIVE AND SOLE REMEDY ON ACCOUNT OFIN NO EVENT WILL ISI OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO END-USER OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE SOFTWARE, DEVICE OR SERVICE; LOST REVENUES OR PROFITS; DELAYS, INTERRUPTION, OR LOSS OF SERVICES, BUSINESS, OR GOODWILL; LOSS OR CORRUPTION OF DATA; LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION, OR SHUTDOWN; FAILURE TO ACCURATELY TRANSFER, READ, OR TRANSMIT INFORMATION; FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION; SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION; OR BREACHES IN RESPECT OFSYSTEM SECURITY; OR FOR ANY CONSEQUENTIAL, THE FURNISHING INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF NON-CONFORMING DELIVERABLESOR IN CONNECTION WITH THIS AGREEMENT, SHALL BE TO BREACH OF CONTRACT, TORT (A) SECURE REPAIR INCLUDING NEGLIGENCE), OR REPLACEMENT OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT ISI WAS ADVISED OF THE PRODUCTS; OR (B) SECURE REPAIR OR RE- PERFORMANCE POSSIBILITY OF THE SERVICES OR TO OBTAIN A REFUND OF THE PRICE PAID FOR THE DEFECTIVE SERVICE, ALL AT COMPANY’S OPTIONSUCH DAMAGES. IN NO EVENT WILL THE COMPANY'S MAXIMUM ISI’S AND ITS AFFILIATES’, INCLUDING ANY OF ITS OR THEIR RESPECTIVE LICENSORS’ AND SERVICE PROVIDERS’, COLLECTIVE AGGREGATE LIABILITY EXCEED THE SELLING PRICE FOR THE DELIVERABLE. THE WARRANTYUNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, OBLIGATIONS AND LIABILITIES UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF COMPANY (INCLUDING ITS SUPPLIERS) AND THE RIGHTS AND REMEDIES OF CUSTOMER ARE EXCLUSIVE AND ARE IN LIEU OF AND CUSTOMER HEREBY WAIVES AND RELEASES ALL OTHER WARRANTIES, OBLIGATIONS, REPRESENTATIONS OR LIABILITIES EXPRESS OR IMPLIED ARISING BY LAW, IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR NEGLIGENCE), STRICT LIABILITY) OR , AND OTHERWISE, INCLUDING BUT NOT LIMITED EXCEED THE TOTAL FEES PAID TO (I) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS ISI IN THE PRIOR TWELVE MONTHS PURSUANT TO THIS AGREEMENT FOR A PARTICULAR PURPOSE OR ANY WARRANTY IMPLIED THROUGH COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE OR (II) CLAIMS ARISING OUT OF THE NEGLIGENCE OF COMPANY OR COMPANY’S SUPPLIERS OR (III) ANY OTHER CLAIM ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM THE PERFORMANCE OF COMPANY OR FROM THE DESIGN, MANUFACTURE, SALE, REPAIR, LEASE OR USE OF THE DELIVERABLE, OR ANY COMPONENT THEREOF, DELIVERED OR RENDERED HEREUNDER OR OTHERWISESERVICES.

Limitation of Remedies. CUSTOMER'S EXCLUSIVE 16.1 If Buyer becomes insolvent as that term is defined in this greement, or fil s for protection under applicable bankruptcy laws, whether voluntary or involuntary, Seller may refuse to ship the goods covered by this Agreement except for those paid for in cash or by certified fund . Seller may also stop delivery of goods in transit. Seller shall also be entitled to reimbursement for the reasonable and proper cancellation charges it accrues as a result of Buyer’s insolvency. 16.2 Should Seller fail to make delivery, or otherwise breaches or repudiates this Agreement, Buyer’s sole remedy for any and all losses or damages shall be limited to the recovery of the difference between the contract price and the market price as provided in Section 2-712 of the Uniform Commercial Code as adopted by the State of New York. IT IS UNDERSTOOD AND SOLE REMEDY ON ACCOUNT OF, OR IN RESPECT OF, THE FURNISHING OF NON-CONFORMING DELIVERABLES, SHALL BE TO (A) SECURE REPAIR OR REPLACEMENT OF THE PRODUCTS; OR (B) SECURE REPAIR OR RE- PERFORMANCE OF THE SERVICES OR TO OBTAIN A REFUND OF THE PRICE PAID FOR THE DEFECTIVE SERVICE, ALL AT COMPANYAGREED THAT SELLER’S OPTION. IN NO EVENT WILL THE COMPANY'S MAXIMUM LIABILITY EXCEED THE SELLING PRICE FOR THE DELIVERABLE. THE WARRANTY, OBLIGATIONS AND LIABILITIES OF COMPANY (INCLUDING ITS SUPPLIERS) AND THE RIGHTS AND REMEDIES OF CUSTOMER ARE EXCLUSIVE AND ARE IN LIEU OF AND CUSTOMER HEREBY WAIVES AND RELEASES ALL OTHER WARRANTIES, OBLIGATIONS, REPRESENTATIONS OR LIABILITIES EXPRESS OR IMPLIED ARISING BY LAW, WHETHER IN CONTRACT, TORT (INCLUDING IN TORT, UNDER ANY WARRANTY, IN NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, INCLUDING SHALL NOT EXCEED THE RETURN OF THE PURCHASE PRICE PAID BY BUYER AND UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR REVENUE, INABILITY TO (I) ANY IMPLIED WARRANTY USE THE PRODUCT OR OTHER ASSOCIATED PRODUCTS/EQUIPMENT, THE COST OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY IMPLIED THROUGH COURSE SUBSTITUTE EQUIPMENT, AND CLAIMS BY THIRD PARTIES). THE PURCHASE PRICE STATED IN THIS AGREEMENT IS GIVEN IN CONSIDERATION IN LIMITING SELLER’S LIABILITY. NO ACTION, REGARDLESS OF PERFORMANCEFORM, COURSE OF DEALING, OR USAGE OF TRADE OR (II) CLAIMS ARISING OUT OF THE NEGLIGENCE TRANSACTIONS UNDER THIS AGREEMENT MAY BE BROUGHT BY BUYER MORE THAN TWO (2) YEARS AFTER THE CAUSE OF COMPANY OR COMPANY’S SUPPLIERS OR (III) ANY OTHER CLAIM ARISING OUT OFACTION HAS ACCRUED AS DEFINED AND DESCRIBED IN MORE DETAIL IN PARAGRAPH 16.3 DIRECTLY BELOW 16.3 For the purposes of this Agreement, CONNECTED WITHa cause of action for the breach of this Agreement shall accrue when the breach occurs, OR RESULTING FROM THE PERFORMANCE OF COMPANY OR FROM THE DESIGNwhether or not the parties are aware of the breach at that time. For breach of warranty claims, MANUFACTURE, SALE, REPAIR, LEASE OR USE OF THE DELIVERABLE, OR ANY COMPONENT THEREOF, DELIVERED OR RENDERED HEREUNDER OR OTHERWISEthe cause of action shall accrue on tender of the goods.

Limitation of Remedies. CUSTOMER'S EXCLUSIVE 11.1 THE FOREGOING WARRANTIES STATED WITHIN THIS PARAGRAPH HEREUNDER ARE IN LIEU OF ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND SOLE REMEDY ON ACCOUNT OFFITNESS FOR A PARTICULAR USE OR PURPOSE, WHETHER OR NOT MADE KNOWN TO EACH PARTY, WHETHER IN TORT, CONTRACT STRICT LIABILITY, OR IN RESPECT OFOTHERWISE, EXCEPT TO THE FURNISHING OF NON-CONFORMING DELIVERABLES, SHALL BE TO (A) SECURE REPAIR OR REPLACEMENT EXTENT OF THE PRODUCTS; INDEMNIFICATION PROVISIONS CONTAINED IN SECTION 9.1 OF THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO EACH PARTY, OR (B) SECURE REPAIR ANY SUBLICENSEE OR RE- ANY OTHER PERSON, FIRM OR CORPORATION, OR OTHER ENTITY FOR ANY OTHER DAMAGES, INCLUDING, BUT NOT LIMITED TO, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF THIS AGREEMENT OR IN CONNECTION WITH THE USE OF THE XLI TECHNOLOGY OR ANY PART THEREOF, OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, LOSS OF PROFITS, LOSS OF GOODWILL OR REPUTATION, LOSS OF DATA, OR OTHERWISE ARISING IN ANY MANNER OUT OF THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE SERVICES XLI TECHNOLOGY, OR ANY PART THEREOF, WHETHER IN A CONTRACT, TORT OR OTHER FORM OF ACTION. THE WARRANTIES GIVEN ABOVE CONSTITUTE THE ONLY WARRANTIES MADE BY EACH PARTY WITH RESPECT TO OBTAIN A REFUND OF THE PRICE PAID FOR THE DEFECTIVE SERVICETHIS AGREEMENT. SUCH WARRANTIES ARE IN LIEU OF, AND EACH PARTY HEREBY WAIVES, ALL AT COMPANY’S OPTIONOTHER WARRANTIES OR GUARANTEES OF EACH PARTY WHETHER EXPRESS OR IMPLIED. 11.2 IN NO EVENT WILL XLI BE LIABLE TO PCPI FOR DAMAGES EXCEEDING THE COMPANY'S MAXIMUM LIABILITY EXCEED AMOUNT PAID TO XLI BY PCPI UNDER THE SELLING PRICE TERMS OF THIS AGREEMENT, AND PCPI SHALL NOT BE LIABLE FOR MORE THAN THE DELIVERABLE. THE WARRANTY, OBLIGATIONS XXXXXXXXX LICENSE FEE WHEN AND LIABILITIES OF COMPANY (INCLUDING ITS SUPPLIERS) AND THE RIGHTS AND REMEDIES OF CUSTOMER ARE EXCLUSIVE AND ARE IN LIEU OF AND CUSTOMER HEREBY WAIVES AND RELEASES ALL OTHER WARRANTIES, OBLIGATIONS, REPRESENTATIONS OR LIABILITIES EXPRESS OR IMPLIED ARISING BY LAW, IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, INCLUDING BUT NOT LIMITED AS PAID TO (I) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY IMPLIED THROUGH COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE OR (II) CLAIMS ARISING OUT OF THE NEGLIGENCE OF COMPANY OR COMPANY’S SUPPLIERS OR (III) ANY OTHER CLAIM ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM THE PERFORMANCE OF COMPANY OR FROM THE DESIGN, MANUFACTURE, SALE, REPAIR, LEASE OR USE OF THE DELIVERABLE, OR ANY COMPONENT THEREOF, DELIVERED OR RENDERED HEREUNDER OR OTHERWISEXLI.

Limitation of Remedies. CUSTOMER'S EXCLUSIVE ISO/Bank will use due care in its performance under the Agreement and it will, at its own expense, correct any data in which (and to the extent that) errors have been made by ISO/Bank’s personnel, or by malfunctions of ISO/Bank- supplied Software or Equipment which are not due to Merchant’s error, acts or omissions. However, the expense to ISO/Bank of correcting such data shall constitute ISO/Bank’s only responsibility in connection with such errors or in connection with any other (i) MERCHANT AGREES AND SOLE REMEDY ON ACCOUNT OFACKNOWLEDGES THAT ISO/BANK SHALL HAVE NO LIABILITY, EITHER IN TORT, CONTRACT OR IN RESPECT OFCOMBINATION THEREOF, FOR CLAIMS ARISING FROM TRANSACTIONS PROCESSED UNDER THIS AGREEMENT EXCEPT IN THE CASE OF GROSS OR WILLFUL MISCONDUCT ON THE PART OF ISO/BANK. ANY SUCH CLAIMS ARE SUBJECT TO LIMITATIONS SET FORTH BELOW AND IN NO EVENT SHALL ISO/BANK BE LIABLE FOR SPECIAL, CONSEQUENTIAL, INDIRECT OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, REVENUES OR LOST BUSINESS OPPORTUNITIES. (ii) THE LIABILITY, IF ANY, OF ISO/BANK, UNDER THIS AGREEMENT WHETHER TO MERCHANT OR TO ANY OTHER PARTY, WHATEVER THE BASIS OF LIABILITY, SHALL NOT EXCEED IN THE AGGREGATE THE DIFFERENCE BETWEEN (I) THE AMOUNT OF FEES PAID BY MERCHANT TO ISO/BANK DURING THE MONTH IN WHICH THE TRANSACTION OUT OF WHICH THE LIABILITY AROSE OCCURRED, AND (II) ASSESSMENTS, CHARGEBACKS, RETURNS AND ANY OFFSETS AUTHORIZED UNDER THIS AGREEMENT AGAINST SUCH FEES WHICH AROSE DURING SUCH MONTH. IN THE EVENT MORE THAN ONE MONTH WAS INVOLVED, THE FURNISHING AGGREGATE AMOUNT OF NON-CONFORMING DELIVERABLES, ISO/BANK LIABILITY SHALL BE TO (A) SECURE REPAIR OR REPLACEMENT OF NOT EXCEED THE PRODUCTS; OR (B) SECURE REPAIR OR RE- PERFORMANCE OF LOWEST AMOUNT DETERMINED IN ACCORD WITH THE SERVICES OR TO OBTAIN A REFUND OF THE PRICE PAID FOREGOING CALCULATION FOR THE DEFECTIVE SERVICE, ALL AT COMPANY’S OPTIONANY ONE MONTH INVOLVED. IN NO EVENT WILL THE COMPANY'S MAXIMUM LIABILITY OF ISO/BANK UNDER THIS AGREEMENT EXCEED THE SELLING PRICE FOR THE DELIVERABLE. THE $50,000. (iii) EXCEPT AS EXPRESSLY PROVIDED HEREIN, ISO/BANK MAKE NO OTHER WARRANTY, OBLIGATIONS EXPRESS OR IMPLIED, REGARDING THE SOFTWARE AND LIABILITIES OF COMPANY (INCLUDING ITS SUPPLIERS) SERVICES, AND THE RIGHTS AND REMEDIES OF CUSTOMER ARE EXCLUSIVE AND ARE NOTHING CONTAINED IN LIEU OF AND CUSTOMER HEREBY WAIVES AND RELEASES THIS AGREEMENT WILL CONSTITUTE SUCH A WARRANTY. ISO/BANK DISCLAIM ALL OTHER IMPLIED WARRANTIES, OBLIGATIONSINCLUDING THOSE OF MERCHANTABILITY, REPRESENTATIONS OR LIABILITIES EXPRESS OR IMPLIED ARISING BY LAW, IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, INCLUDING BUT NOT LIMITED TO (I) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE PURPOSE, NON-INFRINGEMENT AND TITLE. ISO/BANK FURTHER DO NOT REPRESENT OR ANY WARRANTY IMPLIED THROUGH COURSE OF PERFORMANCEWARRANT THAT THE SERVICES WILL ALWAYS BE AVAILABLE, COURSE OF DEALINGACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, OR USAGE ENTIRELY ERROR-FREE. ISO/BANK FURTHER EXPRESSLY DISCLAIM ANY LIABILITY FOR UNAUTHORIZED ACCESS OF TRADE FACILITIES OR (II) CLAIMS ARISING OUT OF THE NEGLIGENCE OF COMPANY TO MERCHANT’S DATA OR COMPANY’S SUPPLIERS PROGRAMS DUE TO ACCIDENT, ILLEGAL OR (III) FRAUDULENT MEANS OR DEVICES USED BY ANY OTHER CLAIM ARISING OUT OF, CONNECTED WITHTHIRD PARTY, OR RESULTING FROM THE PERFORMANCE OF COMPANY OR FROM THE DESIGN, MANUFACTURE, SALE, REPAIR, LEASE OR USE OF THE DELIVERABLE, OR ANY COMPONENT THEREOF, DELIVERED OR RENDERED HEREUNDER OR OTHERWISEOTHER CAUSES BEYOND ISO/BANK’ REASONABLE CONTROL.

Limitation of Remedies. CUSTOMER'S EXCLUSIVE AND SOLE REMEDY ON ACCOUNT OF, OR IN RESPECT OF, THE FURNISHING OF NON-CONFORMING DELIVERABLES, SHALL BE TO (A) SECURE REPAIR OR REPLACEMENT OF THE PRODUCTS; OR (B) SECURE REPAIR OR RE- RE-PERFORMANCE OF THE SERVICES OR TO OBTAIN A REFUND OF THE PRICE PAID FOR THE DEFECTIVE SERVICE, ALL AT COMPANY’S OPTION. IN NO EVENT WILL THE COMPANY'S MAXIMUM LIABILITY EXCEED THE SELLING PRICE FOR THE DELIVERABLE. THE WARRANTY, OBLIGATIONS AND LIABILITIES OF COMPANY (INCLUDING ITS SUPPLIERS) AND THE RIGHTS AND REMEDIES OF CUSTOMER ARE EXCLUSIVE AND ARE IN LIEU OF AND CUSTOMER HEREBY WAIVES AND RELEASES ALL OTHER WARRANTIES, OBLIGATIONS, REPRESENTATIONS OR LIABILITIES EXPRESS OR IMPLIED ARISING BY LAW, IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, INCLUDING BUT NOT LIMITED TO (I) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY IMPLIED THROUGH COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE OR (II) CLAIMS ARISING OUT OF THE NEGLIGENCE OF COMPANY OR COMPANY’S SUPPLIERS OR (III) ANY OTHER CLAIM ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM THE PERFORMANCE OF COMPANY OR FROM THE DESIGN, MANUFACTURE, SALE, REPAIR, LEASE OR USE OF THE DELIVERABLE, OR ANY COMPONENT THEREOF, DELIVERED OR RENDERED HEREUNDER OR OTHERWISE.

Limitation of Remedies. IN NO EVENT WILL COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, USERS AND AGENTS, (NOR COMPANY’S SUPPLIERS) BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES OF ANY KIND OR NATURE UNDER ANY CIRCUMSTANCES INCLUDING, BUT NOT LIMITED TO, LOSS OF USE OF THE PRODUCTS, SERVICE INTERRUPTION, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF INTEREST, LOST GOODWILL, LOSS OF DATA, WORK STOPPAGE, IMPAIRMENT OF OTHER GOODS, LOSS BY REASON OF SHUTDOWN OR NON-OPERATION, INCREASED EXPENSES OF OPERATION, OR CLAIMS OF CUSTOMER'S CUSTOMERS, OR ANY OTHER LOSSES OR DAMAGES ARISING OUT OF ANY LACK OR LOSS OF USE OF THE DELIVERABLES WHETHER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING, BUT NOT LIMITED TO, STRICT LIABILITY OR NEGLIGENCE), PATENT INFRINGEMENT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER'S EXCLUSIVE AND SOLE REMEDY ON ACCOUNT OF, OR IN RESPECT OF, THE FURNISHING OF NON-CONFORMING DELIVERABLES, SHALL BE TO (A) SECURE REPAIR OR REPLACEMENT OF THE PRODUCTSPRODUCTS OR SERVICES; OR (B) SECURE REPAIR OR RE- PERFORMANCE OF THE SERVICES OR TO OBTAIN A REFUND OF THE PRICE PAID FOR THE DEFECTIVE DELIVERABLE OR SERVICE, ALL AT COMPANY’S OPTION. IN NO EVENT WILL THE COMPANY'S MAXIMUM LIABILITY EXCEED THE SELLING PRICE FOR THE DELIVERABLE. THE WARRANTY, OBLIGATIONS AND LIABILITIES OF COMPANY (INCLUDING ITS SUPPLIERS) AND THE RIGHTS AND REMEDIES OF CUSTOMER ARE EXCLUSIVE AND ARE IN LIEU OF AND CUSTOMER HEREBY WAIVES AND RELEASES ALL OTHER WARRANTIES, OBLIGATIONS, REPRESENTATIONS OR LIABILITIES EXPRESS OR IMPLIED ARISING BY LAW, IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, INCLUDING BUT NOT LIMITED TO (I) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY IMPLIED THROUGH COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE OR (II) CLAIMS ARISING OUT OF THE NEGLIGENCE OF COMPANY OR COMPANY’S SUPPLIERS OR (III) ANY OTHER CLAIM ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM THE PERFORMANCE OF COMPANY OR FROM THE DESIGN, MANUFACTURE, SALE, REPAIR, LEASE OR USE OF THE DELIVERABLE, OR ANY COMPONENT THEREOF, DELIVERED OR RENDERED HEREUNDER OR OTHERWISE.

Limitation of Remedies. CUSTOMER'S EXCLUSIVE AND SOLE REMEDY ON ACCOUNT IN NO EVENT SHALL PRMI BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS ARISING OUT OF OR RELATED TO THE APPLICATION SUITE OR YOUR USE OF THE INFORMATION PROVIDED THROUGH THE APPLICATION SUITE, EVEN IF PRMI HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. IN PARTICULAR, PRMI SHALL NOT BE LIABLE FOR THE LOSS OF INFORMATION, OR THE USE OF INACCURATE INFORMATION, ARISING FROM THE USE OF, OR IN RESPECT OFINABILITY TO USE, THE FURNISHING APPLICATION SUITE. PRMI'S LIABILITY TO YOU, IF ANY, WHETHER ARISING UNDER CONTRACT OR STATUTE, OR BASED UPON A CLAIM OF NON-CONFORMING DELIVERABLESSTRICT LIABILITY, NEGLIGENCE OR SOME OTHER TORT CLAIM, SHALL BE TO (A) SECURE REPAIR OR REPLACEMENT OF THE PRODUCTS; OR (B) SECURE REPAIR OR RE- PERFORMANCE OF THE SERVICES OR TO OBTAIN A REFUND OF THE PRICE PAID FOR THE DEFECTIVE SERVICE, ALL AT COMPANY’S OPTION. IN NO EVENT WILL THE COMPANY'S MAXIMUM LIABILITY EXCEED THE SELLING PRICE FOR TOTAL OF THE DELIVERABLESUBSCRIPTION PAYMENTS YOU HAVE MADE TO PRMI DURING THE 12-MONTH PERIOD PRECEDING THE EVENT(S) UPON WHICH LIABILITY IS PREDICATED. THE WARRANTY, OBLIGATIONS AND LIABILITIES OF COMPANY (INCLUDING ITS SUPPLIERS) AND THE RIGHTS WARRANTIES AND REMEDIES OF CUSTOMER SET FORTH ABOVE ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHERS, ORAL OR WRITTEN, EXPRESSED OR IMPLIED. YOU ACKNOWLEDGE THAT THE FORGOING LIMITATION OF REMEDIES IS A MATERIAL CONDITION OF PRMI’S WILLINGNESS TO ENTER INTO THIS AGREEMENT, AND CUSTOMER HEREBY WAIVES AND RELEASES ALL OTHER WARRANTIES, OBLIGATIONS, REPRESENTATIONS OR LIABILITIES EXPRESS OR IMPLIED ARISING BY LAW, IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, INCLUDING THAT PRMI WOULD NOT ENTER INTO THIS AGREEMENT BUT NOT LIMITED TO (I) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY IMPLIED THROUGH COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE OR (II) CLAIMS ARISING OUT OF THE NEGLIGENCE OF COMPANY OR COMPANY’S SUPPLIERS OR (III) ANY OTHER CLAIM ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM THE PERFORMANCE OF COMPANY OR FROM THE DESIGN, MANUFACTURE, SALE, REPAIR, LEASE OR USE OF THE DELIVERABLE, OR ANY COMPONENT THEREOF, DELIVERED OR RENDERED HEREUNDER OR OTHERWISESUCH LIMITATION.

Limitation of Remedies. CUSTOMER'S EXCLUSIVE AND SOLE REMEDY ON ACCOUNT OFIA SHALL NOT BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL LOSSES, DAMAGES OR IN RESPECT OFEXPENSES, THE FURNISHING OF NON-CONFORMING DELIVERABLES, SHALL BE TO (A) SECURE REPAIR DIRECTLY OR REPLACEMENT OF THE PRODUCTS; OR (B) SECURE REPAIR OR RE- PERFORMANCE OF THE SERVICES OR TO OBTAIN A REFUND OF THE PRICE PAID FOR THE DEFECTIVE SERVICE, ALL AT COMPANY’S OPTION. IN NO EVENT WILL THE COMPANY'S MAXIMUM LIABILITY EXCEED THE SELLING PRICE FOR THE DELIVERABLE. THE WARRANTY, OBLIGATIONS AND LIABILITIES OF COMPANY (INCLUDING ITS SUPPLIERS) AND THE RIGHTS AND REMEDIES OF CUSTOMER ARE EXCLUSIVE AND ARE IN LIEU OF AND CUSTOMER HEREBY WAIVES AND RELEASES ALL OTHER WARRANTIES, OBLIGATIONS, REPRESENTATIONS OR LIABILITIES EXPRESS OR IMPLIED INDIRECTLY ARISING BY LAW, IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, INCLUDING BUT NOT LIMITED TO (I) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY IMPLIED THROUGH COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE OR (II) CLAIMS ARISING OUT OF THE NEGLIGENCE OF COMPANY OR COMPANY’S SUPPLIERS OR (III) ANY OTHER CLAIM ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM THE PERFORMANCE OF COMPANY OR FROM THE DESIGN, MANUFACTURE, SALE, REPAIR, LEASE HANDLING OR USE OF THE DELIVERABLEGOODS, OR FROM ANY COMPONENT THEREOFOTHER CAUSE WITH RESPECT TO THE GOODS OR THIS AGREEMENT, DELIVERED WHETHER SUCH CLAIM IS BASED UPON BREACH OF CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY IN TORT, NEGLIGENCE OR RENDERED ANY OTHER LEGAL THEORY. IA’S TOTAL LIABILITY HEREUNDER IN ANY CASE IS EXPRESSLY LIMITED TO REPAIR OR OTHERWISEREPLACE (IN THE FORM ORIGINALLY ORDERED), AT IA'S ELECTION, THE GOODS NOT COMPLYING WITH THIS AGREEMENT, OR TO THE REPAYMENT OF, OR CREDITING BUYER WITH, AN AMOUNT EQUAL TO THE PURCHASE PRICE OF SUCH AFFECTED GOODS. THE REMEDY PROVIDED FOR ABOVE IS BUYER’S SOLE REMEDY FOR ANY FAILURE OF IA TO COMPLY WITH ITS OBLIGATIONS REGARDING THE WORKMANSHIP OF ITS PRODUCTS. IA’S TOTAL LIABILITY TO BUYER SHALL NOT EXCEED THE PRICE OF THE PRODUCT OR PART ON WHICH SUCH LIABILITY IS BASED.

Limitation of Remedies. CUSTOMER'S EXCLUSIVE AND SOLE REMEDY ON ACCOUNT OFEXCEPT FOR BREACHES OF SECTION 2.8, SECTION 8 OR 9, OR IN RESPECT OFCONNECTION WITH THE PARTIES’ INDEMNIFICATION OBLIGATIONS UNDER SECTION 12, EACH PARTY, WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE FURNISHING OTHER PARTY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF NON-CONFORMING DELIVERABLES, SHALL BE OR RELATED TO (A) SECURE REPAIR OR REPLACEMENT OF THE PRODUCTS; OR (B) SECURE REPAIR OR RE- PERFORMANCE OF THE SERVICES OR TO OBTAIN A REFUND OF THE PRICE PAID FOR THE DEFECTIVE SERVICE, ALL AT COMPANY’S OPTION. IN NO EVENT WILL THE COMPANY'S MAXIMUM LIABILITY EXCEED THE SELLING PRICE FOR THE DELIVERABLE. THE WARRANTY, OBLIGATIONS AND LIABILITIES OF COMPANY (INCLUDING ITS SUPPLIERS) AND THE RIGHTS AND REMEDIES OF CUSTOMER ARE EXCLUSIVE AND ARE IN LIEU OF AND CUSTOMER HEREBY WAIVES AND RELEASES ALL OTHER WARRANTIES, OBLIGATIONS, REPRESENTATIONS OR LIABILITIES EXPRESS OR IMPLIED ARISING BY LAW, IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISETRANSACTION CONTEMPLATED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO (I) ANY IMPLIED WARRANTY LOST PROFITS OR LOSS OF MERCHANTABILITY OR FITNESS FOR BUSINESS, EVEN IF A PARTICULAR PURPOSE OR ANY WARRANTY IMPLIED THROUGH COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE OR (II) CLAIMS ARISING OUT PARTY IS APPRISED OF THE NEGLIGENCE LIKELIHOOD OF COMPANY SUCH DAMAGES OCCURRING. EXCEPT FOR BREACHES OF SECTION 2.8, SECTION 8 OR COMPANY’S SUPPLIERS OR (III) ANY IN CONNECTION WITH THE PARTIES’ INDEMNIFICATION OBLIGATIONS UNDER SECTION 12, EACH PARTY WILL NOT BE LIABLE TO THE OTHER CLAIM ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM THE PERFORMANCE OF COMPANY OR FROM THE DESIGN, MANUFACTURE, SALE, REPAIR, LEASE OR USE PARTY FOR DAMAGES UNDER THIS AGREEMENT IN EXCESS OF THE DELIVERABLEAMOUNTS PAID BY HEARTBEAM TO LIVMOR UNDER THIS AGREEMENT (EXCEPT THAT WITH RESPECT TO BREACHES OF SECTION 9 BY EITHER PARTY, OR ANY COMPONENT THEREOFAND BREACHES OF THE BAA BY LIVMOR, DELIVERED OR RENDERED HEREUNDER OR OTHERWISEEACH PARTY’S TOTAL LIABILITY WITH RESPECT TO SUCH BREACH WILL NOT EXCEED THREE TIMES (3X) OF THE AMOUNTS PAID BY HEARTBEAM TO LIVMOR UNDER THIS AGREEMENT). THESE LIMITATIONS WILL APPLY EVEN IF THE REMEDIES AVAILABLE IN THIS AGREEMENT HAVE FAILED OF THEIR ESSENTIAL PURPOSE.

Limitation of Remedies. CUSTOMER'S EXCLUSIVE AND SOLE REMEDY ON ACCOUNT OFEXCEPT AS SET FORTH HEREIN, OR IN RESPECT OF, THE FURNISHING OF NON-CONFORMING DELIVERABLES, SHALL BE TO (A) SECURE REPAIR OR REPLACEMENT OF THE PRODUCTS; OR (B) SECURE REPAIR OR RE- PERFORMANCE OF THE SERVICES OR TO OBTAIN A REFUND OF THE PRICE PAID FOR THE DEFECTIVE SERVICE, ALL AT COMPANY’S OPTION. IN THERE IS NO EVENT WILL THE COMPANY'S MAXIMUM LIABILITY EXCEED THE SELLING PRICE FOR THE DELIVERABLE. THE WARRANTY, OBLIGATIONS AND LIABILITIES OF COMPANY (INCLUDING ITS SUPPLIERS) AND THE RIGHTS AND REMEDIES OF CUSTOMER ARE EXCLUSIVE AND ARE IN LIEU OF AND CUSTOMER HEREBY WAIVES AND RELEASES ALL OTHER WARRANTIES, OBLIGATIONS, REPRESENTATIONS OR LIABILITIES EXPRESS OR IMPLIED ARISING BY LAW, IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, INCLUDING BUT NOT LIMITED TO (I) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE PURPOSE, AND ANY AND ALL IMPLIED WARRANTIES ARE DISCLAIMED. THE PARTIES CONFIRM THAT THE EXPRESS REMEDIES AND MEASURES OF DAMAGES PROVIDED IN THIS AGREEMENT SATISFY THE ESSENTIAL PURPOSES HEREOF. FOR BREACH OF ANY PROVISION FOR WHICH AN EXPRESS REMEDY OR ANY WARRANTY IMPLIED THROUGH COURSE MEASURE OF PERFORMANCEDAMAGES IS PROVIDED, COURSE SUCH EXPRESS REMEDY OR MEASURE OF DEALINGDAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY, THE OBLIGOR’S LIABILITY SHALL BE LIMITED AS SET FORTH IN SUCH PROVISION AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED REGARDLESS OF THE FAULT, NEGLIGENCE, OR USAGE STRICT LIABILITY OF TRADE THE PARTY WHOSE LIABILITY IS RELEASED OR (II) CLAIMS ARISING OUT LIMITED THEREBY. IF NO REMEDY OR MEASURE OF DAMAGES IS EXPRESSLY PROVIDED HEREIN, THE OBLIGOR’S LIABILITY SHALL BE LIMITED TO DIRECT ACTUAL DAMAGES ONLY, SUCH DIRECT ACTUAL DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY OR INDIRECT DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION OR OTHERWISE. IT IS THE EXPRESS INTENT OF THE PARTIES THAT THE LIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES BE WITHOUT REGARD TO THE CAUSE OR CAUSES RELATED THERETO, INCLUDING THE NEGLIGENCE OF COMPANY OR COMPANY’S SUPPLIERS OR (III) ANY OTHER CLAIM ARISING OUT OFPARTY, CONNECTED WITHWHETHER SUCH NEGLIGENCE BE SOLE, JOINT, OR RESULTING FROM THE PERFORMANCE OF COMPANY OR FROM THE DESIGN, MANUFACTURE, SALE, REPAIR, LEASE OR USE OF THE DELIVERABLECONCURRENT, OR ACTIVE OR PASSIVE. THE PARTIES AGREE THAT THE FOREGOING LIMITATIONS WILL NOT IN ANY COMPONENT THEREOFWAY LIMIT LIABILITY OR DAMAGES UNDER ANY THIRD-PARTY CLAIMS, DELIVERED OR RENDERED HEREUNDER OR OTHERWISEINCLUDING INDEMNIFIABLE CLAMS MADE BY A PARTY.

Limitation of Remedies. CUSTOMER'S EXCLUSIVE AND SOLE REMEDY ON ACCOUNT OF, OR IN RESPECT OF, THE FURNISHING OF NON-CONFORMING DELIVERABLES, SHALL BE TO (A) SECURE REPAIR EACH PARTY HEREBY WAIVES, WITHOUT LIMITATION, ANY RIGHT IT MIGHT OTHERWISE HAVE TO ASSERT A CLAIM FOR AND/OR REPLACEMENT TO RECOVER PUNITIVE, MULTIPLE OR EXEMPLARY DAMAGES FROM THE OTHER. EACH PARTY ACKNOWLEDGES THAT IT HAS HAD A FULL OPPORTUNITY TO CONSULT WITH COUNSEL CONCERNING THIS WAIVER, AND THAT THIS WAIVER IS INFORMED, VOLUNTARY, INTENTIONAL, AND NOT THE RESULT OF THE PRODUCTS; OR UNEQUAL BARGAINING POWER. (B) SECURE REPAIR EACH PARTY HEREBY WAIVES, WITHOUT LIMITATION, ANY RIGHT IT MIGHT OTHERWISE HAVE TO ASSERT A CLAIM FOR AND/OR RE- PERFORMANCE TO RECOVER CONSEQUENTIAL, INCIDENTAL AND CONTINGENT DAMAGES FROM THE OTHER. EACH PARTY ACKNOWLEDGES THAT IT HAS HAD A FULL OPPORTUNITY TO CONSULT WITH COUNSEL CONCERNING THIS WAIVER, AND THAT THIS WAIVER IS INFORMED, VOLUNTARY, INTENTIONAL, AND NOT THE RESULT OF UNEQUAL BARGAINING POWER. IN ADDITION, EACH PARTY ACKNOWLEDGES THAT THIS WAIVER IS NOT UNCONSCIONABLE UNDER THE STANDARDS OF THE SERVICES UNIFORM COMMERCIAL CODE ("UCC"), AND IS CONSISTENT WITH THE STANDARD TERMS AND CONDITIONS OF SALES OF GOODS BETWEEN THE PARTIES. (C) ANY ARBITRATION OR ACTION PURSUANT TO OBTAIN A REFUND SECTION 9.2 OR 9.3 MUST BE FILED WITHIN ONE (1) YEAR FROM THE TIME OF THE PRICE PAID FOR EVENTS GIVING RISE TO THE DEFECTIVE SERVICESUBJECT CLAIMS, ALL AT COMPANY’S OPTIONOR THOSE CLAIMS WILL BE FOREVER BARRED. IN NO EVENT WILL EACH PARTY ACKNOWLEDGES THAT IT HAS HAD A FULL OPPORTUNITY TO CONSULT WITH COUNSEL CONCERNING THIS TIME LIMIT, AND THAT ITS AGREEMENT TO THIS TIME LIMIT IS INFORMED, VOLUNTARY, INTENTIONAL, AND NOT THE COMPANY'S MAXIMUM LIABILITY EXCEED THE SELLING PRICE FOR THE DELIVERABLE. THE WARRANTYRESULT OF UNEQUAL BARGAINING POWER. (D) IF ONE OR MORE OF SUBSECTIONS (A) - (C) OF THIS SECTION 9.5 IS HELD TO BE VOID, OBLIGATIONS AND LIABILITIES OF COMPANY UNLAWFUL, OR OTHERWISE UNENFORCEABLE (INCLUDING ITS SUPPLIERS) AND THE RIGHTS AND REMEDIES OF CUSTOMER ARE EXCLUSIVE AND ARE IN LIEU OF AND CUSTOMER HEREBY WAIVES AND RELEASES ALL OTHER WARRANTIES, OBLIGATIONS, REPRESENTATIONS OR LIABILITIES EXPRESS OR IMPLIED ARISING BY LAW, IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) BECAUSE IT VIOLATES A STATE STATUTE OR OTHERWISE), INCLUDING BUT NOT LIMITED TO (I) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY IMPLIED THROUGH COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE OR (II) CLAIMS ARISING OUT THAT SHALL HAVE NO EFFECT ON THE VALIDITY AND ENFORCEABILITY OF THE NEGLIGENCE REMAINING SUBSECTIONS. EACH SUBSECTION OF COMPANY OR COMPANY’S SUPPLIERS OR THIS SECTION 9.5 SHALL BE CONSTRUED AS A SEPARATE PROVISION OF THIS AGREEMENT, WITHIN THE MEANING OF SECTION 11.4 OF THIS AGREEMENT (III) ANY OTHER CLAIM ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM THE PERFORMANCE OF COMPANY OR FROM THE DESIGN, MANUFACTURE, SALE, REPAIR, LEASE OR USE OF THE DELIVERABLE, OR ANY COMPONENT THEREOF, DELIVERED OR RENDERED HEREUNDER OR OTHERWISEENTITLED "SEVERABILITY").

Limitation of Remedies. CUSTOMER'S EXCLUSIVE UNDER NO CIRCUMSTANCES AND SOLE REMEDY ON ACCOUNT OFUNDER NO LEGAL THEORY SHALL LICENSOR, [LICENSEE,] OR ITS SUPPLIERS OR RESELLERS, BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR IN RESPECT OFCONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, BUSINESS INTERRUPTIONS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER PERSONAL OR COMMERCIAL DAMAGES OR LOSSES ARISING FROM THE FURNISHING OF NON-CONFORMING DELIVERABLES, SHALL BE USE OR INABILITY TO USE THE PROGRAMS (A) SECURE REPAIR WHETHER OR REPLACEMENT OF THE PRODUCTS; OR (B) SECURE REPAIR OR RE- PERFORMANCE OF THE SERVICES OR NOT DUE TO OBTAIN A REFUND OF THE PRICE PAID FOR THE DEFECTIVE SERVICE, ALL AT COMPANY’S OPTIONANY DEFECTS THEREIN). IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY DAMAGES EVEN IF LICENSOR SHALL HAVE BEEN INFORMED OF THE COMPANYPOSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE REASONABLY FORSEEABLE, OR FOR ANY CLAIM BY ANY OTHER PARTY. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM XXXXXXXX'S MAXIMUM GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION. IN NO EVENT SHALL LICENSOR’S LIABILITY EXCEED THE SELLING PURCHASE PRICE FOR THE DELIVERABLE. THE WARRANTY, OBLIGATIONS AND LIABILITIES OF COMPANY (INCLUDING ITS SUPPLIERS) AND THE RIGHTS AND REMEDIES OF CUSTOMER ARE EXCLUSIVE AND ARE IN LIEU OF AND CUSTOMER HEREBY WAIVES AND RELEASES ALL OTHER WARRANTIES, OBLIGATIONS, REPRESENTATIONS OR LIABILITIES EXPRESS OR IMPLIED ARISING BY LAW, IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, INCLUDING BUT NOT LIMITED TO (I) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY IMPLIED THROUGH COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE OR (II) CLAIMS ARISING OUT OF THE NEGLIGENCE OF COMPANY OR COMPANY’S SUPPLIERS OR (III) ANY OTHER CLAIM ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM THE PERFORMANCE OF COMPANY OR FROM THE DESIGN, MANUFACTURE, SALE, REPAIR, LEASE OR USE OF THE DELIVERABLE, OR ANY COMPONENT THEREOF, DELIVERED OR RENDERED HEREUNDER OR OTHERWISE.PAID BY

Limitation of Remedies. CUSTOMER'S EXCLUSIVE 17.1 If Buyer becomes insolvent as that term is defined in this agreement, or files for protection under applicable bankruptcy laws, whether voluntary or involuntary, Seller may refuse to ship the Goods covered by this Agreement except for those paid for in cash or by certified fund. Seller may also stop delivery of Goods in transit. Seller shall also be entitled to reimbursement for the reasonable and proper cancellation charges it accrues as a result of Xxxxx’s insolvency. 17.2 Should Seller fail to make delivery, or otherwise breaches or repudiates this Agreement, Xxxxx’s sole remedy for any and all losses or damages shall be limited to the recovery of the difference between the contract price and the market price as provided in Section 2-712 of the Uniform Commercial Code as adopted by the State of New York. IT IS UNDERSTOOD AND SOLE REMEDY ON ACCOUNT OF, OR IN RESPECT OF, THE FURNISHING OF NON-CONFORMING DELIVERABLES, SHALL BE TO (A) SECURE REPAIR OR REPLACEMENT OF THE PRODUCTS; OR (B) SECURE REPAIR OR RE- PERFORMANCE OF THE SERVICES OR TO OBTAIN A REFUND OF THE PRICE PAID FOR THE DEFECTIVE SERVICE, ALL AT COMPANYAGREED THAT SELLER’S OPTION. IN NO EVENT WILL THE COMPANY'S MAXIMUM LIABILITY EXCEED THE SELLING PRICE FOR THE DELIVERABLE. THE WARRANTY, OBLIGATIONS AND LIABILITIES OF COMPANY (INCLUDING ITS SUPPLIERS) AND THE RIGHTS AND REMEDIES OF CUSTOMER ARE EXCLUSIVE AND ARE IN LIEU OF AND CUSTOMER HEREBY WAIVES AND RELEASES ALL OTHER WARRANTIES, OBLIGATIONS, REPRESENTATIONS OR LIABILITIES EXPRESS OR IMPLIED ARISING BY LAW, WHETHER IN CONTRACT, TORT (INCLUDING IN TORT, UNDER ANY WARRANTY, IN NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, INCLUDING SHALL NOT EXCEED THE RETURN OF THE PURCHASE PRICE PAID BY BUYER AND UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR REVENUE, INABILITY TO (I) ANY IMPLIED WARRANTY USE THE PRODUCT OR OTHER ASSOCIATED PRODUCTS/EQUIPMENT, THE COST OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY IMPLIED THROUGH COURSE SUBSTITUTE EQUIPMENT, AND CLAIMS BY THIRD PARTIES). THE PURCHASE PRICE STATED IN THIS AGREEMENT IS GIVEN IN CONSIDERATION IN LIMITING SELLER’S LIABILITY. NO ACTION, REGARDLESS OF PERFORMANCEFORM, COURSE OF DEALING, OR USAGE OF TRADE OR (II) CLAIMS ARISING OUT OF THE NEGLIGENCE OF COMPANY OR COMPANY’S SUPPLIERS OR (III) ANY OTHER CLAIM ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM THE PERFORMANCE OF COMPANY OR FROM THE DESIGN, MANUFACTURE, SALE, REPAIR, LEASE OR USE OF THE DELIVERABLE, OR ANY COMPONENT THEREOF, DELIVERED OR RENDERED HEREUNDER OR OTHERWISE.TRANSACTIONS UNDER THIS AGREEMENT MAY

Limitation of Remedies. CUSTOMER'S EXCLUSIVE EXCEPT WITH RESPECT TO THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES PURSUANT TO SECTION 15, AND WITH RESPECT TO BREACHES OF SECTIONS 6, 7 or 19 HEREOF: (a) EACH PARTY’S SOLE REMEDY ON ACCOUNT OF, AGAINST THE OTHER FOR LOSS OR IN RESPECT OF, DAMAGE ARISING OUT OF THE FURNISHING OF PERFORMANCE OR NON-CONFORMING DELIVERABLESPERFORMANCE UNDER THIS AGREEMENT WILL BE PROVEN DIRECT, SHALL ACTUAL DAMAGES; (b) IN NO EVENT WILL ANY PARTY BE TO LIABLE FOR ANY INDIRECT, INCIDENTAL, RELIANCE, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES (AINCLUDING, WITHOUT LIMITATION, FOR LOSS OF PROFITS) SECURE REPAIR ARISING OUT OF ITS PERFORMANCE OR REPLACEMENT NON-PERFORMANCE UNDER THIS AGREEMENT, WHETHER OR NOT THAT PARTY HAD BEEN ADVISED OF THE PRODUCTS; OR POSSIBILITY OF SUCH DAMAGES AND (Bc) SECURE REPAIR OR RE- PERFORMANCE OF THE SERVICES OR TO OBTAIN A REFUND OF THE PRICE PAID FOR THE DEFECTIVE SERVICE, ALL AT COMPANY’S OPTION. IN NO EVENT WILL THE COMPANY'S MAXIMUM CUMULATIVE LIABILITY EXCEED THE SELLING PRICE FOR THE DELIVERABLE. THE WARRANTYOF ANY PARTY, OBLIGATIONS AND LIABILITIES REGARDLESS OF COMPANY (CAUSE OR FORM OF ACTION, INCLUDING ITS SUPPLIERS) AND THE RIGHTS AND REMEDIES OF CUSTOMER ARE EXCLUSIVE AND ARE IN LIEU OF AND CUSTOMER HEREBY WAIVES AND RELEASES ALL OTHER WARRANTIES, OBLIGATIONS, REPRESENTATIONS OR LIABILITIES EXPRESS OR IMPLIED ARISING BY LAW, IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) NEGLIGENCE, EXCEED THE TOTAL AMOUNT PAID OR OTHERWISEPAYABLE BY AT&T TO PLATINUM PURSUANT TO THE TERMS OF THIS AGREEMENT. AT&T’S VOTING SYSTEM AND ALL SERVICES RELATED THERETO AND ASPECTS THEREOF ARE PROVIDED ON IN “AS IS” BASIS, INCLUDING BUT NOT LIMITED TO (I) AND AT&T EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WITH RESPECT THERETO, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY WARRANTIES OR WARRANTIES OR MERCHANTABILITY, ACCURACY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY IMPLIED THROUGH COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE OR (II) CLAIMS ARISING OUT OF THE NEGLIGENCE OF COMPANY OR COMPANY’S SUPPLIERS OR (III) ANY OTHER CLAIM ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM THE PERFORMANCE OF COMPANY OR FROM THE DESIGN, MANUFACTURE, SALE, REPAIR, LEASE OR USE OF THE DELIVERABLE, OR ANY COMPONENT THEREOF, DELIVERED OR RENDERED HEREUNDER OR OTHERWISEPURPOSE.

Limitation of Remedies. CUSTOMER'S EXCLUSIVE AND SOLE REMEDY ON ACCOUNT OFa) Subject to the provisions of Schedules B2 and B3 and any other particular remedies expressly provided for herein, OR IN RESPECT OFManagedStorage's entire liability and Distributor's exclusive remedy shall be as follows: i. ManagedStorage's entire liability and Distributor's exclusive remedy for damages to Distributor for any cause whatsoever, THE FURNISHING OF NON-CONFORMING DELIVERABLESand regardless of the form of action, SHALL BE TO whether in contract or tort, including negligence or any other theory of liability, shall be limited to the greater of (Ai) SECURE REPAIR OR REPLACEMENT OF THE PRODUCTS; OR $25,000, (Bii) SECURE REPAIR OR RE- PERFORMANCE OF THE SERVICES OR TO OBTAIN A REFUND OF THE PRICE PAID FOR THE DEFECTIVE SERVICEthe amounts paid by Distributor for the Service for the three month period preceding the event forming the basis of the claim, ALL AT COMPANY’S OPTIONor (iii) the amounts paid to Distributor by a Subscriber during the twelve month period preceding the event forming the basis of a claim being made by that Subscriber which is the underlying basis of the claim between Distributor and ManagedStorage. ii. IN NO EVENT WILL MANAGEDSTORAGE OR ANYONE ELSE INVOLVED IN CREATING, DELIVERING OR MAINTAINING THE COMPANY'S MAXIMUM LIABILITY EXCEED THE SELLING PRICE SERVICE BE LIABLE FOR THE DELIVERABLE. THE WARRANTYANY INDIRECT, OBLIGATIONS AND LIABILITIES OF COMPANY (INCLUDING ITS SUPPLIERS) AND THE RIGHTS AND REMEDIES OF CUSTOMER ARE EXCLUSIVE AND ARE IN LIEU OF AND CUSTOMER HEREBY WAIVES AND RELEASES ALL OTHER WARRANTIESINCIDENTAL, OBLIGATIONSSPECIAL, REPRESENTATIONS PUNITIVE OR LIABILITIES EXPRESS OR IMPLIED ARISING BY LAW, IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, INCLUDING BUT NOT LIMITED TO (I) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY IMPLIED THROUGH COURSE OF PERFORMANCE, COURSE OF DEALINGEXEMPLARY DAMAGES, OR USAGE FOR ANY LOST PROFITS, SAVINGS, USE, REVENUES OR OTHER CONSEQUENTIAL DAMAGES, EVEN IF MANAGEDSTORAGE HAS BEEN ADVISED OF TRADE OR (II) CLAIMS THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF USE OF THE NEGLIGENCE SERVICE OR INABILITY TO USE THE SERVICE, OR ARISING FROM PERFORMANCE OR NON-PERFORMANCE OF COMPANY THE CLIENT SOFTWARE, OR COMPANY’S SUPPLIERS OUT OF ANY BREACH OF ANY WARRANTY, OR (III) CAUSED BY DISTRIBUTOR'S FAILURE TO PERFORM DISTRIBUTOR'S OBLIGATIONS Agreement Number: MSI001122 HEREUNDER, OR FOR ANY CLAIM AGAINST DISTRIBUTOR BY ANY OTHER CLAIM ARISING OUT OFPARTY, CONNECTED WITH, NOR SHALL MANAGEDSTORAGE BE LIABLE FOR ANY DAMAGES THAT ARE INCURRED AS A RESULT OF DATA WHICH IS LOST OR RESULTING FROM DESTROYED DURING THE PERFORMANCE OF COMPANY OR FROM THE DESIGN, MANUFACTURE, SALE, REPAIR, LEASE OPERATION OR USE OF SERVICE OR THE DELIVERABLECLIENT SOFTWARE, REGARDLESS OF WHETHER SUCH CLAIM IS MADE BASED UPON A CONTRACT OR TORT THEORY OF LIABILITY. iii. Distributor's entire liability and ManagedStorage's exclusive remedy for damages to ManagedStorage for any cause whatsoever, and regardless of the form of action, whether in contract or tort, including negligence, or any other theory of liability, shall be limited to the greater of (i) $25,000, (ii) the amounts paid by Distributor for the Service for the three month period preceding the event forming the basis of the claim, plus any amounts due and payable for use of the Service by Subscribers, or (iii) the amounts paid to Distributor by a Subscriber during the twelve month period preceding the event forming the basis of a claim being made by that Subscriber which is the underlying basis of the claim between Distributor and ManagedStorage, plus any amounts due and payable for use of the Service by Subscribers. iv. IN NO EVENT WILL DISTRIBUTOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR FOR ANY COMPONENT THEREOFLOST PROFITS, DELIVERED SAVINGS, USE, REVENUES OR RENDERED HEREUNDER OR OTHERWISEOTHER CONSEQUENTIAL DAMAGES, EVEN IF DiSTRIBUTOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. b) The limitations set forth in Section 11.a will not apply to claims by third parties for personal injury or damage to real or tangible personal property arising out of the negligence of ManagedStorage or Distributor, nor to the cost of providing the remedies set forth in either Section 8 or Section 9 or Section 10 or Section 11. c) Neither ManagedStorage nor Distributor shall be liable for any failure or delay in performance hereunder, which is due, in whole or in part, to any cause beyond its control. d) In no event shall ManagedStorage have any liability to Distributor for the lawful exercise of ManagedStorage's rights of termination under Section 13, or for failure by ManagedStorage to renew This Agreement at the end of any term.

Limitation of Remedies. CUSTOMER'S EXCLUSIVE AND SOLE REMEDY ON ACCOUNT OFCTT's entire liability and your exclusive remedy shall be: replacement of any software media not meeting CTT's Limited Warranty and which is promptly returned to CTT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OR IN RESPECT OF, THE FURNISHING OF NON-CONFORMING DELIVERABLES, SHALL BE TO (A) SECURE REPAIR OR REPLACEMENT OF THE PRODUCTS; OR (B) SECURE REPAIR OR RE- PERFORMANCE OF THE SERVICES OR TO OBTAIN A REFUND OF THE PRICE PAID FOR THE DEFECTIVE SERVICE, ALL AT COMPANY’S OPTION. IN NO EVENT WILL THE COMPANY'S MAXIMUM LIABILITY EXCEED THE SELLING PRICE SHALL CTT, XXXXXXX BONNEFIN & XXXXX, PLC, OR OTHER SUPPLIERS OR DISTRIBUTORS BE LIABLE TO YOU FOR THE DELIVERABLE. THE WARRANTYANY SPECIAL, OBLIGATIONS AND LIABILITIES OF COMPANY INCIDENTAL OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING ITS SUPPLIERS) AND THE RIGHTS AND REMEDIES OF CUSTOMER ARE EXCLUSIVE AND ARE IN LIEU OF AND CUSTOMER HEREBY WAIVES AND RELEASES ALL OTHER WARRANTIES, OBLIGATIONS, REPRESENTATIONS OR LIABILITIES EXPRESS OR IMPLIED ARISING BY LAW, IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, INCLUDING BUT NOT LIMITED TO (I) DAMAGES FOR LOSS OR PROFITS, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY IMPLIED WARRANTY DUTY INCLUDING OF MERCHANTABILITY GOOD FAITH OR FITNESS OF REASONABLE CARE, FOR A PARTICULAR PURPOSE NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR ANY WARRANTY IMPLIED THROUGH COURSE OF PERFORMANCEOTHER LOSS WHATSOEVER), COURSE OF DEALING, OR USAGE OF TRADE OR (II) CLAIMS ARISING OUT OF OR IN ANY WAY RELATED TO THE NEGLIGENCE OF COMPANY OR COMPANY’S SUPPLIERS OR (III) ANY OTHER CLAIM ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM THE PERFORMANCE OF COMPANY OR FROM THE DESIGN, MANUFACTURE, SALE, REPAIR, LEASE OR USE OF OR INABILITY TO USE THE DELIVERABLESOFTWARE, EVEN IF CTT, XXXXXXX BONNEFIN & XXXXX, PLC, OR ANY COMPONENT THEREOFSUPPLIER OR DISTRIBUTOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL XXXXXXX BONNEFIN & XXXXX, DELIVERED PLC'S, OR RENDERED HEREUNDER ANY SUPPLIER OR OTHERWISEDISTRIBUTOR'S LIABILITY FOR ANY DAMAGES OR LOSS TO YOU OR TO ANY THIRD PARTY EXCEED ANY LICENSE FEE ACTUALLY PAID BY YOU FOR THE SOFTWARE.

Limitation of Remedies. CUSTOMER'S EXCLUSIVE AND SOLE REMEDY ON ACCOUNT OF, OR IN RESPECT OFEXCEPT AS OTHERWISE REQUIRED BY APPLICABLE LAW, THE FURNISHING OF NON-CONFORMING DELIVERABLES, SHALL BE PURCHASER’S EXCLUSIVE REMEDY IS LIMITED TO (A) SECURE REPAIR OR REPLACEMENT OF ANY COMPONENT DEEMED BY NAUTILUS, INC. TO BE DEFECTIVE UNDER THE PRODUCTS; OR (B) SECURE REPAIR OR RE- PERFORMANCE OF THE SERVICES OR TO OBTAIN A REFUND OF THE PRICE PAID FOR THE DEFECTIVE SERVICE, ALL AT COMPANY’S OPTIONTERMS AND CONDITIONS STATED HEREIN. IN NO EVENT WILL NAUTILUS, INC. BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR ECONOMIC DAMAGES, REGARDLESS OF THE COMPANY'S MAXIMUM THEORY OF LIABILITY EXCEED THE SELLING PRICE FOR THE DELIVERABLE. THE WARRANTY(INCLUDING, OBLIGATIONS AND LIABILITIES OF COMPANY (INCLUDING ITS SUPPLIERS) AND THE RIGHTS AND REMEDIES OF CUSTOMER ARE EXCLUSIVE AND ARE IN LIEU OF AND CUSTOMER HEREBY WAIVES AND RELEASES ALL OTHER WARRANTIESWITHOUT LIMITATION, OBLIGATIONSPRODUCT LIABILITY, REPRESENTATIONS OR LIABILITIES EXPRESS OR IMPLIED ARISING BY LAW, IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITYOTHER TORT) OR OTHERWISEFOR ANY LOST REVENUE, INCLUDING BUT NOT LIMITED TO (I) PROFIT, DATA, PRIVACY OR FOR ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY IMPLIED THROUGH COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE OR (II) CLAIMS PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THE NEGLIGENCE OF COMPANY OR COMPANY’S SUPPLIERS OR (III) ANY OTHER CLAIM ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM THE PERFORMANCE OF COMPANY OR FROM THE DESIGN, MANUFACTURE, SALE, REPAIR, LEASE OR USE OF THE DELIVERABLEFITNESS MACHINE EVEN IF NAUTILUS, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION AND LIMITATION SHALL APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME STATES DO NOT ALLOW THE EXCLUSION OR ANY COMPONENT THEREOFLIMITATION OF CONSEQUENTIAL OR INCIDENTAL TYPE DAMAGES SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. This warranty gives you specific legal rights. You may also have other rights, DELIVERED OR RENDERED HEREUNDER OR OTHERWISEwhich vary from state to state. If the warranty has expired, Nautilus, Inc. may assist with replacements or repairs to parts and labor, but there will be a charge for these services. Contact a Nautilus® office for information on post-warranty parts and services. Nautilus does not guarantee availability of spare parts after expiration of warranty period.

Limitation of Remedies. CUSTOMER'S EXCLUSIVE AND SOLE REMEDY ON ACCOUNT OFCHI's entire liability and your exclusive remedy shall ---------------------- be, OR IN RESPECT OFat CHI's option, either: (1) the replacement of any diskette(s) or other media not meeting CHI's "Limited Warranty" and which is returned to CHI or an authorized CHI Software distributor or dealer within such one (1) year period with a copy of your receipt, or (2) if CHI or the distributor or dealer is unable to deliver within 180 days after such return a replacement diskette(s) or other media meeting CHI's "Limited Warranty", you may terminate this Agreement by returning the Software (and all related documentation) and your money will be refunded. Any replacement of the Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. TO THE FURNISHING OF NON-CONFORMING DELIVERABLESMAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SHALL BE TO (A) SECURE REPAIR OR REPLACEMENT OF THE PRODUCTS; OR (B) SECURE REPAIR OR RE- PERFORMANCE OF THE SERVICES OR TO OBTAIN A REFUND OF THE PRICE PAID FOR THE DEFECTIVE SERVICE, ALL AT COMPANY’S OPTION. IN NO EVENT WILL THE COMPANY'S MAXIMUM LIABILITY EXCEED THE SELLING PRICE FOR THE DELIVERABLE. THE WARRANTY, OBLIGATIONS AND LIABILITIES OF COMPANY (INCLUDING ITS SUPPLIERS) AND THE RIGHTS AND REMEDIES OF CUSTOMER ARE EXCLUSIVE AND ARE IN LIEU OF AND CUSTOMER HEREBY WAIVES AND RELEASES ALL OTHER WARRANTIES, OBLIGATIONS, REPRESENTATIONS OR LIABILITIES EXPRESS OR IMPLIED ARISING BY LAW, IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, INCLUDING BUT NOT LIMITED TO (I) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE CHI OR ANY WARRANTY IMPLIED THROUGH COURSE OTHER PARTY WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF PERFORMANCETHE SOFTWARE BE LIABLE FOR ANY INDIRECT, COURSE SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR PERSONAL INJURY OR DEATH, DAMAGES FOR LOSS OF DEALINGBUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION OR ANY OTHER PECUNIARY LOSS), WHETHER RESULTING FROM DEFECTS IN THE MEDIA, OR USAGE OF TRADE OR (II) CLAIMS ARISING OUT OF THE NEGLIGENCE USE OR PERFORMANCE OF COMPANY OR COMPANY’S SUPPLIERS INABILITY TO USE OR (III) THE RESULTS OF USE OF, THE DOCUMENTATION OR SOFTWARE, EVEN IF CHI OR AN AUTHORIZED SOFTWARE DISTRIBUTOR OR DEALER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER CLAIM ARISING OUT OFPARTY. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, CONNECTED WITH, SO THE ABOVE LIMITATION OR RESULTING FROM THE PERFORMANCE OF COMPANY OR FROM THE DESIGN, MANUFACTURE, SALE, REPAIR, LEASE OR USE OF THE DELIVERABLE, OR ANY COMPONENT THEREOF, DELIVERED OR RENDERED HEREUNDER OR OTHERWISEEXCLUSION MAY NOT APPLY TO YOU.

Limitation of Remedies. CUSTOMER'S EXCLUSIVE AND SOLE REMEDY ON ACCOUNT OFCHI's entire liability and your exclusive remedy shall ---------------------- be, OR IN RESPECT OFat CHI's option, either: (1) the replacement of any diskette(s) or other media not meeting CHI's "Limited Warranty" and which is returned to CHI or an authorized CHI Software distributor or dealer within such one (1) year period with a copy of your receipt, or (2) if CHI or the distributor or dealer is unable to deliver within 180 days after such return a replacement diskette(s) or other media meeting CHI's "Limited Warranty," you may terminate this Agreement by returning the Software (and all related documentation) and your money will be refunded. Any replacement of the Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. TO THE FURNISHING OF NON-CONFORMING DELIVERABLESMAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SHALL BE TO (A) SECURE REPAIR OR REPLACEMENT OF THE PRODUCTS; OR (B) SECURE REPAIR OR RE- PERFORMANCE OF THE SERVICES OR TO OBTAIN A REFUND OF THE PRICE PAID FOR THE DEFECTIVE SERVICE, ALL AT COMPANY’S OPTION. IN NO EVENT WILL THE COMPANY'S MAXIMUM LIABILITY EXCEED THE SELLING PRICE FOR THE DELIVERABLE. THE WARRANTY, OBLIGATIONS AND LIABILITIES OF COMPANY (INCLUDING ITS SUPPLIERS) AND THE RIGHTS AND REMEDIES OF CUSTOMER ARE EXCLUSIVE AND ARE IN LIEU OF AND CUSTOMER HEREBY WAIVES AND RELEASES ALL OTHER WARRANTIES, OBLIGATIONS, REPRESENTATIONS OR LIABILITIES EXPRESS OR IMPLIED ARISING BY LAW, IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, INCLUDING BUT NOT LIMITED TO (I) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE CHI OR ANY WARRANTY IMPLIED THROUGH COURSE OTHER PARTY WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF PERFORMANCETHE SOFTWARE BE LIABLE FOR ANY INDIRECT, COURSE SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR PERSONAL INJURY OR DEATH, DAMAGES FOR LOSS OF DEALINGBUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION OR ANY OTHER PECUNIARY LOSS), WHETHER RESULTING FROM DEFECTS IN THE MEDIA, OR USAGE OF TRADE OR (II) CLAIMS ARISING OUT OF THE NEGLIGENCE USE OR PERFORMANCE OF COMPANY OR COMPANY’S SUPPLIERS INABILITY TO USE OR (III) THE RESULTS OF USE OF, THE DOCUMENTATION OR SOFTWARE, EVEN IF CHI OR AN AUTHORIZED SOFTWARE DISTRIBUTOR OR DEALER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER CLAIM ARISING OUT OFPARTY. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, CONNECTED WITH, SO THE ABOVE LIMITATION OR RESULTING FROM THE PERFORMANCE OF COMPANY OR FROM THE DESIGN, MANUFACTURE, SALE, REPAIR, LEASE OR USE OF THE DELIVERABLE, OR ANY COMPONENT THEREOF, DELIVERED OR RENDERED HEREUNDER OR OTHERWISEEXCLUSION MAY NOT APPLY TO YOU.

Limitation of Remedies. CUSTOMER'S EXCLUSIVE 16.1 If Buyer becomes insolvent as that term is defined in this Agreement, or files for protection under applicable bankruptcy laws, whether voluntary or involuntary, Seller may refuse to ship the goods covered by this Agreement except for those paid for in cash or by certified funds. Seller may also stop delivery of goods in transit. Seller shall also be entitled to reimbursement for the reasonable and proper cancellation charges it accrues as a result of Buyer’s insolvency. 16.2 Should Seller fail to make delivery, or otherwise breaches or repudiates this Agreement, Buyer’s sole remedy for any and all losses or damages shall be limited to the recovery of the difference between the contract price and the market price as provided in Section 2-712 of the Uniform Commercial Code as adopted by the State of New York. IT IS UNDERSTOOD AND SOLE REMEDY ON ACCOUNT OF, OR IN RESPECT OF, THE FURNISHING OF NON-CONFORMING DELIVERABLES, SHALL BE TO (A) SECURE REPAIR OR REPLACEMENT OF THE PRODUCTS; OR (B) SECURE REPAIR OR RE- PERFORMANCE OF THE SERVICES OR TO OBTAIN A REFUND OF THE PRICE PAID FOR THE DEFECTIVE SERVICE, ALL AT COMPANYAGREED THAT SELLER’S OPTION. IN NO EVENT WILL THE COMPANY'S MAXIMUM LIABILITY EXCEED THE SELLING PRICE FOR THE DELIVERABLE. THE WARRANTY, OBLIGATIONS AND LIABILITIES OF COMPANY (INCLUDING ITS SUPPLIERS) AND THE RIGHTS AND REMEDIES OF CUSTOMER ARE EXCLUSIVE AND ARE IN LIEU OF AND CUSTOMER HEREBY WAIVES AND RELEASES ALL OTHER WARRANTIES, OBLIGATIONS, REPRESENTATIONS OR LIABILITIES EXPRESS OR IMPLIED ARISING BY LAW, WHETHER IN CONTRACT, TORT (INCLUDING IN TORT, UNDER ANY WARRANTY, IN NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, INCLUDING SHALL NOT EXCEED THE RETURN OF THE PURCHASE PRICE PAID BY BUYER AND UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR REVENUE, INABILITY TO (I) ANY IMPLIED WARRANTY USE THE PRODUCT OR OTHER ASSOCIATED PRODUCTS/EQUIPMENT, THE COST OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY IMPLIED THROUGH COURSE SUBSTITUTE EQUIPMENT, AND CLAIMS BY THIRD PARTIES). THE PURCHASE PRICE STATED IN THIS AGREEMENT IS GIVEN IN CONSIDERATION IN LIMITING SELLER’S LIABILITY. NO ACTION, REGARDLESS OF PERFORMANCEFORM, COURSE OF DEALING, OR USAGE OF TRADE OR (II) CLAIMS ARISING OUT OF THE NEGLIGENCE TRANSACTIONS UNDER THIS AGREEMENT MAY BE BROUGHT BY BUYER MORE THAN TWO (2) YEARS AFTER THE CAUSE OF COMPANY OR COMPANY’S SUPPLIERS OR (III) ANY OTHER CLAIM ARISING OUT OFACTION HAS ACCRUED AS DEFINED AND DESCRIBED IN MORE DETAIL IN PARAGRAPH 16.3 DIRECTLY BELOW 16.3 For the purposes of this Agreement, CONNECTED WITHa cause of action for the breach of this Agreement shall accrue when the breach occurs, OR RESULTING FROM THE PERFORMANCE OF COMPANY OR FROM THE DESIGNwhether or not the parties are aware of the breach at that time. For breach of warranty claims, MANUFACTURE, SALE, REPAIR, LEASE OR USE OF THE DELIVERABLE, OR ANY COMPONENT THEREOF, DELIVERED OR RENDERED HEREUNDER OR OTHERWISEthe cause of action shall accrue on tender of the goods.

Limitation of Remedies. CUSTOMER'S EXCLUSIVE UNDER NO CIRCUMSTANCES AND SOLE REMEDY ON ACCOUNT OFUNDER NO LEGAL THEORY SHALL LICENSOR,OR ITS SUPPLIERS OR RESELLERS, BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR IN RESPECT OFCONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUD- ING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, BUSINESS INTERRUPTIONS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER PERSONAL OR COMMERCIAL DAMAGES OR LOSSES ARISING FROM THE FURNISHING OF NON-CONFORMING DELIVERABLES, SHALL BE USE OR INABILITY TO (A) SECURE REPAIR USE THE SOFTWARE ( WHETHER OR REPLACEMENT OF THE PRODUCTS; OR (B) SECURE REPAIR OR RE- PERFORMANCE OF THE SERVICES OR NOT DUE TO OBTAIN A REFUND OF THE PRICE PAID FOR THE DEFECTIVE SERVICE, ALL AT COMPANY’S OPTIONANY DEFECTS THEREIN). IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY DAMAGES EVEN IF LICENSOR SHALL HAVE BEEN INFORMED OF THE COMPANY'S MAXIMUM POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE REASONABLY FORSEEABLE, OR FOR ANY CLAIM BY ANY OTHER PARTY. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM XXXXXXXX’ S NEGLIGENCE TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION. IN NO EVENT SHALL LICENSOR’ S LIABILITY EXCEED THE SELLING PURCHASE PRICE PAID BY YOU FOR THE DELIVERABLESOFTWARE, IF ANY. THE WARRANTYSOFTWARE IS NOT FAULT-TOLERANT AND IS NOT DESIGNED, OBLIGATIONS MANUFACT- URED OR INTENDED FOR USE OR RESALE AS ON- LINE CONTROL EQUIPMENT IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, SUCH AS IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGA- TION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, DIRECT LIFE SUPPORT MACHINES, PRENATAL OR OTHER SURGICAL OR MEDICAL CARE SYSTEMS, OR WEAPONS SYSTEMS, IN WHICH THE FAILURE OF THE SOFT- WARE COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, PHYSICAL OR EMOTIONAL IMPAIRMENT, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE (“ HIGH RISK ACTIVITIES”). LICENSOR AND LIABILITIES OF COMPANY (INCLUDING ITS SUPPLIERS) AND THE RIGHTS AND REMEDIES OF CUSTOMER ARE EXCLUSIVE AND ARE IN LIEU OF AND CUSTOMER HEREBY WAIVES AND RELEASES ALL OTHER WARRANTIES, OBLIGATIONS, REPRESENTATIONS OR LIABILITIES SUPPLIERS SPECIFICALLY DISCLAIM ANY EXPRESS OR IMPLIED ARISING BY LAW, IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, INCLUDING BUT NOT LIMITED TO (I) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY IMPLIED THROUGH COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE OR (II) CLAIMS ARISING OUT OF THE NEGLIGENCE OF COMPANY OR COMPANY’S SUPPLIERS OR (III) ANY OTHER CLAIM ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM THE PERFORMANCE OF COMPANY OR FROM THE DESIGN, MANUFACTURE, SALE, REPAIR, LEASE OR USE OF THE DELIVERABLE, OR ANY COMPONENT THEREOF, DELIVERED OR RENDERED HEREUNDER OR OTHERWISEHIGH RISK ACTIVITIES.

Limitation of Remedies. CUSTOMER'S EXCLUSIVE AND SOLE REMEDY ON ACCOUNT OFAMGRAF, OR IN RESPECT OFINC.’S entire liability and your exclusive remedy shall be: a. Refund of purchase price within ten (10) days IF the complete software package is returned to the originating dealer with a copy of dated Proof of Purchase. b. The replacement of any media not meeting AMGRAF, THE FURNISHING OF NON-CONFORMING DELIVERABLESINC.’S ‘‘Limited Warranty’’ which is returned, SHALL BE TO with a copy of your dated Proof of Purchase to AMGRAF, INC. within thirty (A30) SECURE REPAIR OR REPLACEMENT OF THE PRODUCTS; OR days of purchase. c. Termination of this License Agreement, and refund of your licensing fee, by returning the MECCA 2000 SOFTWARE and SOFTWARE DOCUMENTATION and all copies thereof to dealer, if AMGRAF, INC. or its authorized representative is unable to deliver replacement media which is free of defects, found within thirty (B30) SECURE REPAIR OR RE- PERFORMANCE OF THE SERVICES OR TO OBTAIN A REFUND OF THE PRICE PAID FOR THE DEFECTIVE SERVICEdays of purchase, ALL AT COMPANY’S OPTIONin materials or workmanship. IN NO EVENT WILL THE COMPANY'S MAXIMUM LIABILITY EXCEED THE SELLING PRICE AMGRAF, INC. OR ITS SUPPLIERS BE LIABLE TO YOU FOR THE DELIVERABLE. THE WARRANTY, OBLIGATIONS AND LIABILITIES OF COMPANY (INCLUDING ITS SUPPLIERS) AND THE RIGHTS AND REMEDIES OF CUSTOMER ARE EXCLUSIVE AND ARE IN LIEU OF AND CUSTOMER HEREBY WAIVES AND RELEASES ALL OTHER WARRANTIES, OBLIGATIONS, REPRESENTATIONS OR LIABILITIES EXPRESS OR IMPLIED ARISING BY LAW, IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISEANY DAMAGES, INCLUDING BUT NOT LIMITED TO (I) ANY IMPLIED WARRANTY OF MERCHANTABILITY LOST PROFITS, LOST SAVINGS OR FITNESS FOR A PARTICULAR PURPOSE OTHER INCIDENTAL OR ANY WARRANTY IMPLIED THROUGH COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE OR (II) CLAIMS CONSEQUENTIAL DAMAGES ARISING OUT OF THE NEGLIGENCE USE OR INABILITY TO USE SUCH MECCA 2000 SOFTWARE AND USER MANUAL EVEN IF AMGRAF, INC. OR AN AUTHORIZED REPRESENTATIVE OF COMPANY AMGRAF, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR COMPANY’S SUPPLIERS OR (III) FOR ANY CLAIM BY ANY OTHER PARTY. IN ADDITION, AMGRAF, INC. OR ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY CLAIM BY YOU OR ANY OTHER PARTY FOR DAMAGES ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM THE PERFORMANCE OF COMPANY OR FROM THE DESIGN, MANUFACTURE, SALE, REPAIR, LEASE OR USE OF THE DELIVERABLEUSE OR INABILITY TO USE SUCH MECCA 2000 SOFTWARE AND USER MANUAL AND BASED UPON STRICT LIABILITY OR AMGRAF, INC.’S NEGLIGENCE. SOME STATES DO NOT ALLOW THE LIMITATION OR ANY COMPONENT THEREOF, DELIVERED EXCLUSION OF LIABILITY FOR INCIDENTAL OR RENDERED HEREUNDER CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION OR OTHERWISEEXCLUSION MAY NOT APPLY TO YOU.

Limitation of Remedies. CUSTOMER'S EXCLUSIVE SURMODICS SHALL HAVE NO LIABILITY TO ANY PERSON FOR, AND SOLE REMEDY ON ACCOUNT OF, OR IN RESPECT OF, THE FURNISHING OF NON-CONFORMING DELIVERABLES, SHALL BE TO (A) SECURE REPAIR OR REPLACEMENT OF THE PRODUCTS; OR (B) SECURE REPAIR OR RE- PERFORMANCE OF THE SERVICES OR TO OBTAIN A REFUND OF THE PRICE PAID FOR THE DEFECTIVE SERVICEBUYER HEREBY EXPRESSLY WAIVES, ALL AT COMPANY’S OPTION. IN NO EVENT WILL THE COMPANY'S MAXIMUM LIABILITY EXCEED THE SELLING PRICE FOR THE DELIVERABLE. THE WARRANTYREMEDIES AND DAMAGES RELATING TO INDIRECT, OBLIGATIONS AND LIABILITIES INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OF COMPANY (INCLUDING ITS SUPPLIERS) AND THE RIGHTS AND REMEDIES ANY DESCRIPTION, WHETHER ARISING OUT OF CUSTOMER ARE EXCLUSIVE AND ARE IN LIEU OF AND CUSTOMER HEREBY WAIVES AND RELEASES ALL WARRANTY OR OTHER WARRANTIES, OBLIGATIONS, REPRESENTATIONS OR LIABILITIES EXPRESS OR IMPLIED ARISING BY LAW, IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR OTHER TORT, ON THE BASIS OF STRICT LIABILITY) , OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, RECISION, DIFFERENCE IN VALUE DAMAGES, CAPITAL LOSSES, FORESEEABLE BUSINESS LOSSES, LOSS OF PROFITS AND RELIANCE DAMAGES. THE PARTIES EXPRESSLY AGREE THAT THE LIMITATIONS TO INDIRECT, INCIDENTAL, CONSEQUENTIAL AND SPECIAL DAMAGES SET FORTH HEREIN ARE AGREED ALLOCATIONS OF RISK AND SHALL SURVIVE THE DETERMINATION OF ANY COURT OF COMPETENT JURISDICTION THAT ANY REMEDY PROVIDED HEREIN FAILS OF ITS ESSENTIAL PURPOSE. UNDER NO CIRCUMSTANCES SHALL SURMODICS’ AGGREGATE LIABILITY ARISING UNDER OR IN ANY WAY RELATED TO THIS TRANSACTION (INCLUDING BUT NOT LIMITED TO (I) LIABILITY FOR BREACH OF ANY IMPLIED WARRANTY WARRANTY, FOR BREACH OR REPUDIATION OF MERCHANTABILITY ANY OTHER TERM OR FITNESS CONDITION OF ANY AGREEMENT FORMED PURSUANT HERETO, FOR A PARTICULAR PURPOSE OR ANY WARRANTY IMPLIED THROUGH COURSE NEGLIGENCE, ON THE BASIS OF PERFORMANCE, COURSE OF DEALINGSTRICT LIABILITY, OR USAGE OF TRADE OR (IIOTHERWISE) CLAIMS ARISING OUT OF EXCEED THE NEGLIGENCE OF COMPANY OR COMPANY’S SUPPLIERS OR (III) ANY OTHER CLAIM ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM THE PERFORMANCE OF COMPANY OR FROM THE DESIGN, MANUFACTURE, SALE, REPAIR, LEASE OR USE OF THE DELIVERABLE, OR ANY COMPONENT THEREOF, DELIVERED OR RENDERED HEREUNDER OR OTHERWISETOTAL AMOUNT PAID BY BUYER.

Limitation of Remedies. CUSTOMER(a) SELLER WILL REPLACE, AT THE DELIVERY POINT SPECIFIED HEREIN, ANY GOODS FURNISHED HEREUNDER THAT ARE CONFIRMED BY SELLER TO BE DEFECTIVE OR OTHERWISE FAIL TO CONFORM TO SELLER'S EXCLUSIVE AND SOLE REMEDY ON ACCOUNT OFWARRANTY OR THIS AGREEMENT, OR IN RESPECT OFOR, THE FURNISHING OF NON-CONFORMING DELIVERABLESAT SELLER'S OPTION, SHALL BE TO (A) SECURE REPAIR OR REPLACEMENT OF THE PRODUCTS; OR (B) SECURE REPAIR OR RE- PERFORMANCE OF THE SERVICES OR TO OBTAIN A REFUND OF SELLER WILL REPAY THE PRICE PAID FOR SUCH GOODS PLUS ANY TRANSPORTATION CHARGES PAID BY BUYER IN ADDITION TO SUCH PRICE AND LESS ANY SCRAP VALUE REALIZED BY BUYER FOR SUCH GOODS. CLAIMS FOR DAMAGED GOODS OR INCORRECT SIZE, GRADE OR QUANTITY OF GOODS MUST BE MADE IN WRITING, PROMPTLY, AND IN NO EVENT LATER THAN THIRTY (30) DAYS FOLLOWING DELIVERY OF GOODS TO BUYER, OR ALL SUCH CLAIMS SHALL BE DEEMED WAIVED. BUYER SHALL SET ASIDE, PROTECT, AND HOLD SUCH GOODS WITHOUT FURTHER PROCESSING UNTIL SELLER HAS AN OPPORTUNITY TO INSPECT AND ADVISE OF THE DEFECTIVE SERVICEDISPOSITION, ALL AT COMPANY’S OPTIONIF ANY, TO BE MADE OF SUCH GOODS. IN NO EVENT WILL SHALL ANY GOODS BE RETURNED, REWORKED, OR SCRAPPED BY BUYER WITHOUT THE COMPANYEXPRESS WRITTEN AUTHORIZATION OF SELLER. BUYER'S EXCLUSIVE REMEDIES WITH RESPECT TO ANY GOODS FURNISHED BY SELLER HEREUNDER THAT ARE FOUND TO BE DEFECTIVE OR OTHERWISE NOT IN CONFORMITY WITH SELLER'S WARRANTY OR THIS AGREEMENT SHALL BE LIMITED EXCLUSIVELY TO THE RIGHT TO REPLACEMENT THEREOF OR, AT SELLER'S OPTION, TO REPAYMENT OF THE PRICE, AS ABOVE PROVIDED. BUYER SHALL INDEMNIFY SELLER WITH RESPECT TO ANY AND ALL OTHER LOSS, INJURY (INCLUDING DEATH) OR DAMAGE TO PERSON OR PROPERTY, AND ALL CLAIMS AND EXPENSES RELATING THERETO, ARISING OUT OF OR RELATING IN ANY WAY TO GOODS. (b) NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS AGREEMENT OR ANY OTHER AGREEMENT BETWEEN BUYER AND SELLER, OTHER THAN SELLER’S OBLIGATIONS UNDER SUBPARAGRAPH (a) OF THIS PARAGRAPH 11, SELLER'S MAXIMUM LIABILITY EXCEED FOR ANY AND ALL ALLEGED BREACHES OF THIS AGREEMENT BY SELLER SHALL BE LIMITED TO THE SELLING LESSER OF (i) THE DIFFERENCE BETWEEN THE DELIVERED PRICE FOR THE DELIVERABLE. THE WARRANTY, OBLIGATIONS AND LIABILITIES OF COMPANY (INCLUDING ITS SUPPLIERS) GOODS COVERED HEREBY AND THE RIGHTS AND REMEDIES MARKET PRICE OF CUSTOMER SUCH GOODS AT BUYER'S DESTINATION AT THE TIME OF SUCH BREACH; OR (ii) THE AGGREGATE AMOUNT OF U.S. $50,000. (c) IN NO EVENT SHALL SELLER BE LIABLE FOR PERSONAL INJURY, PROPERTY DAMAGE, LOSS OF PROFIT, DELAY, OR ANY ACTUAL, SPECIAL, EXEMPLARY, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOST PRODUCTION, LOST REVENUE, LOST PRODUCT, LOST BUSINESS OR BUSINESS INTERRUPTIONS), WHETHER OR NOT SUCH DAMAGES ARE EXCLUSIVE AND ARE IN LIEU FORESEEABLE OR SELLER WAS ADVISED OF AND CUSTOMER HEREBY WAIVES AND RELEASES ALL OTHER WARRANTIESTHE POSSIBILITY OF SUCH DAMAGES, OBLIGATIONSWHETHER ARISING FROM CONTRACT, REPRESENTATIONS BREACH OF CONTRACT, TORT, SELLER'S NEGLIGENCE, SELLER’S GROSS NEGLIGENCE, STRICT LIABILITY, OR LIABILITIES ANY EXPRESS OR IMPLIED ARISING BY LAWWARRANTY, IN CONTRACTINCLUDING, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, INCLUDING BUT NOT LIMITED TO (I) ANY TO, THE IMPLIED WARRANTY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE PURPOSE, OR ANY WARRANTY IMPLIED THROUGH COURSE OTHER THEORY OF PERFORMANCELAW. (d) IN NO EVENT SHALL SELLER BE RESPONSIBLE FOR (i) POLLUTION, COURSE CONTAMINATION OR RADIATION DAMAGE (INCLUDING THE COST OF DEALINGCONTAINMENT, CLEANUP AND DISPOSAL), AND/OR (ii) SUBSURFACE LOSS OR DAMAGE, INCLUDING LOSS OR DAMAGE TO ANY RESERVOIR, FORMATION, STRATA, WELL, BOREHOLE OR IN-HOLE EQUIPMENT, OR USAGE IMPAIRMENT OF TRADE ANY PROPERTY RIGHT TO WATER OR GAS OR OTHER MINERAL SUBSTANCES, AND/OR (IIiii) DAMAGE, LOSS, DESTRUCTION, PERSONAL INJURY OR DEATH ARISING ON THE SURFACE AS A RESULT OF SUBSURFACE OCCURRENCE (INCLUDING DAMAGE TO OR LOSS OR DESTRUCTION OF ANY EQUIPMENT, DRILLING RIG, PLATFORM OR OTHER FIXED OR FLOATING STRUCTURE AT OR AROUND THE WELL SITE), AND/OR (iv) KILLING OR REGAINING CONTROL OF A WILD WELL OR RE-DRILLlNG, REWORKING OR FISHING (INCLUDING THE COST THEREOF), EVEN IF THE DAMAGE, LOSS, COSTS OR EXPENSES RESULT FROM THE SOLE OR CONCURRENT NEGLIGENCE OF SELLER. (e) FURTHERMORE, IN NO EVENT SHALL SELLER BE RESPONSIBLE FOR RETRIEVING DAMAGED OR DEFECTIVE GOODS FROM ANY WELL, DELAY OR CURTAILMENT OF OPERATIONS, POLLUTION AND/OR THE COST OF DISMANTLING AND REMOVAL OF GOODS TO BE REPAIRED OR REPLACED RESULTING FROM DEFECTIVE MATERIAL, FAULTY WORKMANSHIP OR OTHERWISE. (f) NO CLAIMS ARISING OUT OF ANY NATURE, WHETHER BASED ON CONTRACT OR OTHERWISE, MAY BE BROUGHT AGAINST THE SELLER AFTER TWELVE (12) MONTHS AFTER THE DELIVERY OF GOODS TO BUYER. BUYER ACKNOWLEDGES THAT IT HAS A SUPERIOR KNOWLEDGE OF THE NEGLIGENCE ULTIMATE USE OF COMPANY GOODS AND THAT BUYER ACTS AS A "LEARNED INTERMEDIARY" IN REGARD TO SUCH ULTIMATE USE. WITH RESPECT TO GOODS PURCHASED FROM SELLER, BUYER ASSUMES COMPLETE RESPONSIBILITY AND RISK WITH RESPECT TO WELL CONDITIONS, ON-SITE HANDLING AND STORAGE, FIELD ASSEMBLY, INSTALLATION, PLANNED AND ANTICIPATED OPERATIONS INCLUDING, BUT NOT LIMITED TO, ALL LOAD COMBINATIONS AND EXPOSURE TO GEOLOGIC FORMATION AND GROUNDWATER, TEMPERATURE CONDITIONS, DRILLING FLUIDS, CHEMICALS, FRESHWATER, AND ALL OTHER COMPOUNDS AND/OR COMPANY’S SUPPLIERS FLUIDS INTRODUCED INTO TUBULAR PRODUCTS THAT USER INSTALLS IN THE WELLBORE, AND BUYER AGREES WITH SELLER AND REPRESENTS AND WARRANTS TO SELLER THAT BUYER HAS DETERMINED THAT GOODS PURCHASED FROM SELLER ARE FIT FOR THEIR INTENDED SERVICE, USE AND PURPOSE. BUYER SHALL SAVE, INDEMNIFY, DEFEND AND HOLD HARMLESS SELLER (AND ITS SUCCESSORS AND ASSIGNS) AND ITS DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS, FROM AND AGAINST ALL DEMANDS, CLAIMS, SUITS, DAMAGES, LOSSES, JUDGMENTS AND LIABILITIES OF WHATEVER KIND OR (III) ANY NATURE, INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES, EXPENSES AND OTHER CLAIM COSTS OF LITIGATION, FINES, PENALTIES OR ASSESSMENTS ASSERTED AGAINST OR SUFFERED BY THE INDEMNITEE BY REASON OF, ARISING OUT OF, CONNECTED WITHOR IN ANY WAY RELATED TO BUYER'S USE (OR ANY SUBSEQUENT END-USER'S USE) OF GOODS, OR RESULTING FROM THE PERFORMANCE OF COMPANY BUYER'S NEGLIGENCE OR FROM THE DESIGN, MANUFACTURE, SALE, REPAIR, LEASE OR USE OF THE DELIVERABLE, OR ANY COMPONENT THEREOF, DELIVERED OR RENDERED HEREUNDER OR OTHERWISEWILLFUL MISCONDUCT.

Limitation of Remedies. CUSTOMER'S EXCLUSIVE (i) EXCEPT AS SET FORTH IN SUBSECTIONS (ii), (iii) AND SOLE REMEDY ON ACCOUNT OF(iv) BELOW, OR IN RESPECT OFAND SUBJECT TO SECTION 22.3 BELOW, THE FURNISHING OF NON-CONFORMING DELIVERABLES, SHALL BE TO (A) SECURE REPAIR OR REPLACEMENT OF THE PRODUCTS; OR (B) SECURE REPAIR OR RE- PERFORMANCE OF THE SERVICES OR TO OBTAIN A REFUND OF THE PRICE PAID FOR THE DEFECTIVE SERVICE, ALL AT COMPANY’S OPTION. IN NO EVENT WILL THE COMPANY'S MAXIMUM LIABILITY EXCEED OF EITHER PARTY, OR ANY OF THEIR AFFILIATES OR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS OR REPRESENTATIVES, FOR ANY CAUSE WHATSOEVER RELATED TO THIS AGREEMENT, THE SELLING PRICE FOR ENTERPRISE PRODUCTS, OR THE DELIVERABLE. HOSTING, SUPPORT, MAINTENANCE, OR OTHER SERVICES TO BE PROVIDED BY EITHER PARTY HEREUNDER, REGARDLESS OF THE WARRANTYFORM OF ACTION, OBLIGATIONS AND LIABILITIES OF COMPANY (INCLUDING ITS SUPPLIERS) AND THE RIGHTS AND REMEDIES OF CUSTOMER ARE EXCLUSIVE AND ARE WHETHER IN LIEU OF AND CUSTOMER HEREBY WAIVES AND RELEASES ALL OTHER WARRANTIESCONTRACT OR IN TORT, OBLIGATIONS, REPRESENTATIONS OR LIABILITIES EXPRESS OR IMPLIED ARISING BY LAW, IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, INCLUDING BUT NOT LIMITED EXCEED THE AMOUNTS RECEIVED BY ENTERPRISE PURSUANT TO THIS AGREEMENT (I) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY IMPLIED THROUGH COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE OR (II) CLAIMS ARISING OUT OF THE NEGLIGENCE OF COMPANY OR COMPANY’S SUPPLIERS OR (III) ANY OTHER CLAIM ARISING OUT OF, CONNECTED WITH, OR RESULTING EXCLUDING FEES RECEIVED FROM THE PERFORMANCE OF COMPANY LEGACY SERVICES OR FROM THE DESIGNSALE OF LICENSES FOR ENTERPRISE PRODUCTS TO LEGACY CLIENTS). (ii) THE LIABILITY OF ENTERPRISE RELATING TO THE PROVISION OF ENTERPRISE PRODUCT LICENSES OR HOSTING, MANUFACTURESUPPORT, SALEMAINTENANCE OR OTHER SERVICES BY ENTERPRISE TO LEGACY CLIENTS (OTHER THAN RESELLER LEGACY CLIENTS) SHALL BE UNLIMITED. (iii) SUBJECT TO SECTION 22.3 BELOW, REPAIR, LEASE OR USE IN NO EVENT WILL THE LIABILITY OF THE DELIVERABLEENTERPRISE, OR ANY COMPONENT THEREOFOF ITS AFFILIATES OR RESPECTIVE OFFICERS, DELIVERED DIRECTORS, EMPLOYEES, SHAREHOLDERS OR RENDERED HEREUNDER REPRESENTATIVES, FOR ANY CAUSE WHATSOEVER RELATED TO THE PROVISION OF ENTERPRISE PRODUCT LICENSES OR OTHERWISEHOSTING, SUPPORT, MAINTENANCE, OR OTHER SERVICES BY ENTERPRISE TO A RESELLER LEGACY CLIENT PURSUANT TO A SPECIFIC LEGACY CONTRACT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE OR STRICT LIABILITY, EXCEED THE AMOUNT THAT RADIANT AND ENTERPRISE HAVE RECEIVED UNDER OR PURSUANT TO SUCH LEGACY CONTRACT (A) PRIOR TO THE EFFECTIVE DATE, AS A RESULT OF PERFORMING HOSTING, SUPPORT, MAINTENANCE, AND OTHER SERVICES EXPRESSLY RELATED TO ENTERPRISE PRODUCTS, AND (B) FOLLOWING THE EFFECTIVE DATE, AS A RESULT OF PERFORMING LEGACY SERVICES. (iv) SUBJECT TO SECTION 22.3 BELOW, IN NO EVENT WILL THE LIABILITY OF RADIANT, OR ANY OF ITS AFFILIATES OR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS OR REPRESENTATIVES, FOR ANY CAUSE WHATSOEVER RELATED TO THE PROVISION OF ENTERPRISE PRODUCT LICENSES OR HOSTING, SUPPORT, MAINTENANCE, OR OTHER SERVICES BY RADIANT TO A STRATEGIC LEGACY CLIENT, PURSUANT TO A SPECIFIC STRATEGIC LEGACY CONTRACT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE OR STRICT LIABILITY, EXCEED RADIANT REVENUE (AS DEFINED IN SECTION 18.3(iii)); PROVIDED THAT, WITH RESPECT TO THE TOTAL FRANCE S.A. STRATEGIC LEGACY CONTRACT, SUCH LIABILITY SHALL BE LIMITED TO RADIANT REVENUE (AS DEFINED IN SECTION 18.3(iii)) MULTIPLIED BY 1.10.

Limitation of Remedies. CUSTOMER'S EXCLUSIVE AND SOLE REMEDY ON ACCOUNT OFLiability and Damages17.16 . EXCEPT AS SET FORTH HEREIN, OR IN RESPECT OF, THE FURNISHING OF NON-CONFORMING DELIVERABLES, SHALL BE TO (A) SECURE REPAIR OR REPLACEMENT OF THE PRODUCTS; OR (B) SECURE REPAIR OR RE- PERFORMANCE OF THE SERVICES OR TO OBTAIN A REFUND OF THE PRICE PAID FOR THE DEFECTIVE SERVICE, ALL AT COMPANY’S OPTION. IN THERE IS NO EVENT WILL THE COMPANY'S MAXIMUM LIABILITY EXCEED THE SELLING PRICE FOR THE DELIVERABLE. THE WARRANTY, OBLIGATIONS AND LIABILITIES OF COMPANY (INCLUDING ITS SUPPLIERS) AND THE RIGHTS AND REMEDIES OF CUSTOMER ARE EXCLUSIVE AND ARE IN LIEU OF AND CUSTOMER HEREBY WAIVES AND RELEASES ALL OTHER WARRANTIES, OBLIGATIONS, REPRESENTATIONS OR LIABILITIES EXPRESS OR IMPLIED ARISING BY LAW, IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, INCLUDING BUT NOT LIMITED TO (I) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE PURPOSE, AND ANY AND ALL IMPLIED WARRANTIES ARE DISCLAIMED. THE PARTIES CONFIRM THAT THE EXPRESS REMEDIES AND MEASURES OF DAMAGES PROVIDED IN THIS PPA SATISFY THE ESSENTIAL PURPOSES HEREOF. FOR BREACH OF ANY PROVISION FOR WHICH AN EXPRESS REMEDY OR MEASURE OF DAMAGES IS PROVIDED, SUCH EXPRESS REMEDY OR MEASURE OF DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY, THE OBLIGOR’S LIABILITY SHALL BE LIMITED AS SET FORTH IN SUCH PROVISION AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. IF NO REMEDY OR MEASURE OF DAMAGES IS EXPRESSLY PROVIDED HEREIN OR IN A TRANSACTION, THE OBLIGOR’S LIABILITY SHALL BE LIMITED TO DIRECT ACTUAL DAMAGES ONLY, SUCH DIRECT ACTUAL DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. UNLESS EXPRESSLY HEREIN PROVIDED, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT, UNDER ANY WARRANTY IMPLIED THROUGH COURSE INDEMNITY PROVISION OR OTHERWISE. IT IS THE INTENT OF PERFORMANCETHE PARTIES THAT THE LIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES BE WITHOUT REGARD TO THE CAUSE OR CAUSES RELATED THERETO, COURSE OF DEALING, OR USAGE OF TRADE OR (II) CLAIMS ARISING OUT OF INCLUDING THE NEGLIGENCE OF COMPANY ANY PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR COMPANY’S SUPPLIERS OR (III) ANY OTHER CLAIM ARISING OUT OF, CONNECTED WITHCONCURRENT, OR RESULTING FROM ACTIVE OR PASSIVE. TO THE PERFORMANCE OF COMPANY EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE NOT A PENALTY, ARE DIFFICULT OR FROM IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DESIGN, MANUFACTURE, SALE, REPAIR, LEASE OR USE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE DELIVERABLE, HARM OR ANY COMPONENT THEREOF, DELIVERED OR RENDERED HEREUNDER OR OTHERWISELOSS.

Limitation of Remedies. CUSTOMER'S EXCLUSIVE AND SOLE REMEDY ON ACCOUNT OFInteractive's and the Owner's of the SOFTWARE entire liability and End-User's exclusive remedy shall be: a. refund of purchase price within ninety (90) days of purchase if the seal is unbroken on the package, OR IN RESPECT OFand the package is returned to Interactive or the Owners of the SOFTWARE. b. the replacement or repair of any media not meeting the "Limited Warranty" requirements of this Agreement that is returned to Interactive or the Owners of the SOFTWARE within ninety (90) days of purchase. c. termination of this Agreement, THE FURNISHING OF NONand refund of End-CONFORMING DELIVERABLESUser's licensing fee, SHALL BE TO by returning the SOFTWARE and SOFTWARE documentation and all copies thereof, in the event that Interactive or the Owners of the SOFTWARE are unable to deliver replacement media that is free of defects in materials or workmanship found within ninety (A90) SECURE REPAIR OR REPLACEMENT OF THE PRODUCTS; OR (B) SECURE REPAIR OR RE- PERFORMANCE OF THE SERVICES OR TO OBTAIN A REFUND OF THE PRICE PAID FOR THE DEFECTIVE SERVICEdays of purchase. If it is determined that the SOFTWARE has been damaged or misused in any way, ALL AT COMPANY’S OPTIONor if the label or serial number has been altered in any way, the Limited Warranty set forth above does not apply. IN NO EVENT WILL INTERACTIVE OR THE COMPANY'S MAXIMUM LIABILITY EXCEED OWNERS OF THE SELLING PRICE SOFTWARE BE LIABLE TO END-USER FOR THE DELIVERABLE. THE WARRANTY, OBLIGATIONS AND LIABILITIES OF COMPANY (INCLUDING ITS SUPPLIERS) AND THE RIGHTS AND REMEDIES OF CUSTOMER ARE EXCLUSIVE AND ARE IN LIEU OF AND CUSTOMER HEREBY WAIVES AND RELEASES ALL OTHER WARRANTIES, OBLIGATIONS, REPRESENTATIONS OR LIABILITIES EXPRESS OR IMPLIED ARISING BY LAW, IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISEANY DAMAGES, INCLUDING BUT NOT LIMITED TO (I) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY IMPLIED THROUGH COURSE OF PERFORMANCELOST PROFITS, COURSE OF DEALINGLOST SAVINGS, OR USAGE OF TRADE OTHER INCIDENTAL OR (II) CLAIMS CONSEQUENTIAL DAMAGES ARISING OUT OF THE NEGLIGENCE USE OR INABILITY TO USE SUCH SOFTWARE AND SOFTWARE DOCUMENTATION, EVEN IF INTERACTIVE OR THE OWNERS OF COMPANY THE SOFTWARE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR COMPANY’S SUPPLIERS OR (III) OF ANY CLAIM BY ANY OTHER PARTY. IN ADDITION, INTERACTIVE OR THE OWNERS OF THE SOFTWARE SHALL NOT BE LIABLE FOR ANY CLAIM BY END-USER OR ANY OTHER PARTY FOR DAMAGES ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM THE PERFORMANCE OF COMPANY OR FROM THE DESIGN, MANUFACTURE, SALE, REPAIR, LEASE OR USE OF THE DELIVERABLEUSE OR INABILITY TO USE SUCH SOFTWARE AND SOFTWARE DOCUMENTATION. SOME STATES DO NOT ALLOW LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR ANY COMPONENT THEREOF, DELIVERED OR RENDERED HEREUNDER OR OTHERWISEEXCLUSION MAY NOT APPLY TO END-USER.

Limitation of Remedies. CUSTOMERLICENSEE AGREES THAT ITS EXCLUSIVE REMEDIES AND LICENSOR'S EXCLUSIVE AND SOLE REMEDY ON ACCOUNT OF, OR IN ENTIRE LIABILITY WITH RESPECT OF, TO THE FURNISHING OF NON-CONFORMING DELIVERABLESSOFTWARE PRODUCTS, SHALL BE AS SET FORTH HEREIN. LICENSEE FURTHER AGREES THAT LICENSOR AND ITS LICENSORS SHALL NOT BE LIABLE TO (A) SECURE REPAIR LICENSEE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR REPLACEMENT INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF USE, LOSS OF DATA, LOSS OF PROFITS OR LOSS OF BUSINESS ARISING OUT OF OR IN CONNECTION WITH THIS SOFTWARE LICENSE AGREEMENT, THE PRODUCTS; OR (B) SECURE REPAIR OR RE- PERFORMANCE OF THE SOFTWARE PRODUCTS, TECHNICAL SUPPORT SERVICES OF ANY OTHER OBLIGATIONS RELATING TO THIS SOFTWARE LICENSE AGREEMENT, WHETHER OR TO OBTAIN A REFUND NOT LICENSOR HAS BEEN ADVISED OF THE PRICE PAID FOR THE DEFECTIVE SERVICEPOSSIBILITY OF SUCH DAMAGES. IN ANY CASE, ALL AT COMPANY’S OPTION. LICENSOR'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS SOFTWARE LICENSE AGREEMENT SHALL IN NO EVENT WILL THE COMPANY'S MAXIMUM LIABILITY EXCEED THE SELLING PRICE AMOUNT ACTUALLY PAID BY LICENSEE FOR THE DELIVERABLESOFTWARE PRODUCTS. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE WARRANTYEXCLUSION OR LIMITATION OF LIABILITY, OBLIGATIONS AND LIABILITIES OF COMPANY (INCLUDING ITS SUPPLIERS) AND THE RIGHTS AND REMEDIES OF CUSTOMER ARE EXCLUSIVE AND ARE IN LIEU OF AND CUSTOMER HEREBY WAIVES AND RELEASES ALL OTHER WARRANTIES, OBLIGATIONS, REPRESENTATIONS OR LIABILITIES EXPRESS OR IMPLIED ARISING BY LAW, IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, INCLUDING BUT ABOVE LIMITATION MAY NOT LIMITED APPLY TO (I) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY IMPLIED THROUGH COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE OR (II) CLAIMS ARISING OUT OF THE NEGLIGENCE OF COMPANY OR COMPANY’S SUPPLIERS OR (III) ANY OTHER CLAIM ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM THE PERFORMANCE OF COMPANY OR FROM THE DESIGN, MANUFACTURE, SALE, REPAIR, LEASE OR USE OF THE DELIVERABLE, OR ANY COMPONENT THEREOF, DELIVERED OR RENDERED HEREUNDER OR OTHERWISEYOU.

Limitation of Remedies. CUSTOMER'S EXCLUSIVE REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, LICENSEE FURTHER ACKNOWLEDGES AND SOLE REMEDY ON ACCOUNT OFAGREES THAT IMAGESOURCE ITS OFFICERS, OR IN RESPECT OF, DIRECTORS AND SHAREHOLDERS AND TO THE FURNISHING OF NON-CONFORMING DELIVERABLES, SHALL BE TO (A) SECURE REPAIR OR REPLACEMENT OF THE PRODUCTS; OR (B) SECURE REPAIR OR RE- PERFORMANCE OF THE SERVICES OR TO OBTAIN A REFUND OF THE PRICE PAID FOR THE DEFECTIVE SERVICE, ALL AT COMPANY’S OPTION. IN NO EVENT WILL THE COMPANY'S MAXIMUM LIABILITY EXCEED THE SELLING PRICE FOR THE DELIVERABLE. THE WARRANTY, OBLIGATIONS AND LIABILITIES OF COMPANY (INCLUDING ITS SUPPLIERS) AND THE RIGHTS AND REMEDIES OF CUSTOMER ARE EXCLUSIVE AND ARE IN LIEU OF AND CUSTOMER HEREBY WAIVES AND RELEASES ALL OTHER WARRANTIES, OBLIGATIONS, REPRESENTATIONS OR LIABILITIES EXPRESS OR IMPLIED ARISING EXTENT PERMITTED BY LAW, SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR DAMAGES IN THE FORM OF CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, LOST PROFITS, LOST SAVINGS, LOSS OF GOODWILL OR OTHERWISE, OR FOR EXEMPLARY DAMAGES, RESULTING FROM LICENSEE'S USE OR INABILITY TO USE THE SOFTWARE OR FROM ANY SOFTWARE MAINTENANCE OR OTHER SERVICES RENDERED WITH RESPECT THERETO, EVEN IF IMAGESOURCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IMAGESOURCE’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, INCLUDING BUT WILL NOT LIMITED TO (I) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS EXCEED THE TOTAL FEES PAID BY LICENSEE FOR A PARTICULAR PURPOSE THE SOFTWARE OR ANY WARRANTY IMPLIED THROUGH COURSE OF PERFORMANCE, COURSE OF DEALING, SERVICES GIVING RISE TO SUCH LIABILITY. IMAGESOURCE DOES NOT GUARANTEE THAT THE SOFTWARE WILL PERFORM ERROR-FREE OR USAGE OF TRADE OR (II) CLAIMS ARISING OUT UNINTERRUPTED. REMEDIES FOR ANY BREACH OF THE NEGLIGENCE OF COMPANY OR COMPANY’S SUPPLIERS OR (III) ANY OTHER CLAIM ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM THE PERFORMANCE OF COMPANY OR FROM THE DESIGN, MANUFACTURE, SALE, REPAIR, LEASE OR USE OF THE DELIVERABLE, OR ANY COMPONENT THEREOF, DELIVERED OR RENDERED HEREUNDER OR OTHERWISEABOVE WARRANTIES ARE IN ACCORDANCE WITH SECTION 10(A).

Limitation of Remedies. CUSTOMER'S EXCLUSIVE EXCEPT AS EXPRESSLY PROVIDED IN THIS MASTER AGREEMENT, ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, INDEMNITIES AND SOLE REMEDY ON ACCOUNT OF, OR IN GUARANTEES WITH RESPECT OFTO THE PRODUCTS, THE FURNISHING OF NON-CONFORMING DELIVERABLESINCORPORATED THIRD PARTY SOFTWARE, SHALL BE TO (A) SECURE REPAIR OR REPLACEMENT OF THE PRODUCTS; OR (B) SECURE REPAIR OR RE- PERFORMANCE OF THE SERVICES OR TO OBTAIN A REFUND OF THE PRICE PAID FOR THE DEFECTIVE SERVICEOTHER THIRD PARTY SOFTWARE, ALL AT COMPANY’S OPTION. IN NO EVENT WILL THE COMPANY'S MAXIMUM LIABILITY EXCEED THE SELLING PRICE FOR THE DELIVERABLE. THE WARRANTY, OBLIGATIONS AND LIABILITIES OF COMPANY (INCLUDING ITS SUPPLIERS) AND THE RIGHTS AND REMEDIES OF CUSTOMER ARE EXCLUSIVE AND ARE IN LIEU OF AND CUSTOMER HEREBY WAIVES AND RELEASES ALL OTHER WARRANTIESSERVICES, OBLIGATIONS, REPRESENTATIONS OR LIABILITIES WHETHER EXPRESS OR IMPLIED IMPLIED, ARISING BY LAW, IN CONTRACTCUSTOM, TORT PRIOR ORAL OR WRITTEN STATEMENTS BY CSG, ITS AGENTS OR OTHERWISE (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISEINCLUDING, INCLUDING BUT NOT LIMITED TO (I) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR MERCHANTABILITY, SATISFACTION, FITNESS FOR A PARTICULAR PURPOSE PURPOSE, TITLE OR ANY WARRANTY IMPLIED THROUGH COURSE NON-INFRINGEMENT) ARE HEREBY OVERRIDDEN, EXCLUDED AND DISCLAIMED. CUSTOMER ACKNOWLEDGES THAT THE PRODUCTS AND SERVICES BEING PROVIDED AS AGREED TO HEREIN ENTAIL THE LIKELIHOOD OF PERFORMANCESOME HUMAN AND MACHINE ERRORS, COURSE OMISSIONS, DELAYS AND LOSSES, INCLUDING, BUT NOT LIMITED TO, INADVERTENT MUTILATION OF DEALINGDOCUMENTS AND LOSS OF DATA, WHICH MAY GIVE RISE TO LOSS OR USAGE OF TRADE DAMAGE. CUSTOMER AGREES THAT CSG SHALL NOT BE LIABLE DUE TO SUCH ERRORS, OMISSIONS, DELAYS AND LOSSES UNLESS CAUSED BY CSG'S GROSS NEGLIGENCE OR (II) CLAIMS ARISING OUT OF THE NEGLIGENCE OF COMPANY OR COMPANY’S SUPPLIERS OR (III) ANY OTHER CLAIM ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM THE PERFORMANCE OF COMPANY OR FROM THE DESIGN, MANUFACTURE, SALE, REPAIR, LEASE OR USE OF THE DELIVERABLE, OR ANY COMPONENT THEREOF, DELIVERED OR RENDERED HEREUNDER OR OTHERWISEWILLFUL AND INTENTIONAL MISCONDUCT.

Limitation of Remedies. CUSTOMER'S EXCLUSIVE (i) EXCEPT AS SET FORTH IN SUBSECTIONS (ii), (iii) AND SOLE REMEDY ON ACCOUNT OF(iv) BELOW, OR IN RESPECT OFAND SUBJECT TO SECTION 22.3 BELOW, THE FURNISHING OF NON-CONFORMING DELIVERABLES, SHALL BE TO (A) SECURE REPAIR OR REPLACEMENT OF THE PRODUCTS; OR (B) SECURE REPAIR OR RE- PERFORMANCE OF THE SERVICES OR TO OBTAIN A REFUND OF THE PRICE PAID FOR THE DEFECTIVE SERVICE, ALL AT COMPANY’S OPTION. IN NO EVENT WILL THE COMPANY'S MAXIMUM LIABILITY EXCEED OF EITHER PARTY, OR ANY OF THEIR AFFILIATES OR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS OR REPRESENTATIVES, FOR ANY CAUSE WHATSOEVER RELATED TO THIS AGREEMENT, THE SELLING PRICE FOR ENTERPRISE PRODUCTS, OR THE DELIVERABLE. HOSTING, SUPPORT, MAINTENANCE, OR OTHER SERVICES TO BE PROVIDED BY EITHER PARTY HEREUNDER, REGARDLESS OF THE WARRANTYFORM OF ACTION, OBLIGATIONS AND LIABILITIES OF COMPANY (INCLUDING ITS SUPPLIERS) AND THE RIGHTS AND REMEDIES OF CUSTOMER ARE EXCLUSIVE AND ARE WHETHER IN LIEU OF AND CUSTOMER HEREBY WAIVES AND RELEASES ALL OTHER WARRANTIESCONTRACT OR IN TORT, OBLIGATIONS, REPRESENTATIONS OR LIABILITIES EXPRESS OR IMPLIED ARISING BY LAW, IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, INCLUDING BUT NOT LIMITED EXCEED THE AMOUNTS RECEIVED BY ENTERPRISE PURSUANT TO THIS AGREEMENT (I) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY IMPLIED THROUGH COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE OR (II) CLAIMS ARISING OUT OF THE NEGLIGENCE OF COMPANY OR COMPANY’S SUPPLIERS OR (III) ANY OTHER CLAIM ARISING OUT OF, CONNECTED WITH, OR RESULTING EXCLUDING FEES RECEIVED FROM THE PERFORMANCE OF COMPANY LEGACY SERVICES OR FROM THE DESIGNSALE OF LICENSES FOR ENTERPRISE PRODUCTS TO LEGACY CLIENTS). (ii) THE LIABILITY OF ENTERPRISE RELATING TO THE PROVISION OF ENTERPRISE PRODUCT LICENSES OR HOSTING, MANUFACTURESUPPORT, SALEMAINTENANCE OR OTHER SERVICES BY ENTERPRISE TO LEGACY CLIENTS (OTHER THAN RESELLER LEGACY CLIENTS), REPAIRSHALL BE UNLIMITED. (iii) SUBJECT TO SECTION 22.3 BELOW, LEASE OR USE IN NO EVENT WILL THE LIABILITY OF THE DELIVERABLEENTERPRISE, OR ANY COMPONENT THEREOFOF ITS AFFILIATES OR RESPECTIVE OFFICERS, DELIVERED DIRECTORS, EMPLOYEES, SHAREHOLDERS OR RENDERED HEREUNDER REPRESENTATIVES, FOR ANY CAUSE WHATSOEVER RELATED TO THE PROVISION OF ENTERPRISE PRODUCT LICENSES OR OTHERWISEHOSTING, SUPPORT, MAINTENANCE, OR OTHER SERVICES BY ENTERPRISE TO A RESELLER LEGACY CLIENT PURSUANT TO A SPECIFIC LEGACY CONTRACT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE OR STRICT LIABILITY, EXCEED THE AMOUNT THAT RADIANT AND ENTERPRISE HAVE RECEIVED UNDER OR PURSUANT TO SUCH LEGACY CONTRACT (A) PRIOR TO THE EFFECTIVE DATE, AS A RESULT OF PERFORMING HOSTING, SUPPORT, MAINTENANCE, AND OTHER SERVICES EXPRESSLY RELATED TO ENTERPRISE PRODUCTS, AND (B) FOLLOWING THE EFFECTIVE DATE, AS A RESULT OF PERFORMING LEGACY SERVICES. (iv) SUBJECT TO SECTION 22.3 BELOW, IN NO EVENT WILL THE LIABILITY OF RADIANT, OR ANY OF ITS AFFILIATES OR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS OR REPRESENTATIVES, FOR ANY CAUSE WHATSOEVER RELATED TO THE PROVISION OF ENTERPRISE PRODUCT LICENSES OR HOSTING, SUPPORT, MAINTENANCE, OR OTHER SERVICES BY RADIANT TO A STRATEGIC LEGACY CLIENT, PURSUANT TO A SPECIFIC STRATEGIC LEGACY CONTRACT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE OR STRICT LIABILITY, EXCEED RADIANT REVENUE (AS DEFINED IN SECTION 18.3(iii)); PROVIDED THAT, WITH RESPECT TO THE TOTAL FRANCE S.A. STRATEGIC LEGACY CONTRACT, SUCH LIABILITY SHALL BE LIMITED TO RADIANT REVENUE (AS DEFINED IN SECTION 18.3(iii)) MULTIPLIED BY 1.10.

Limitation of Remedies. CUSTOMER'S EXCLUSIVE AND SOLE REMEDY ON ACCOUNT OFIN NO EVENT SHALL SENETEK BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE OF DATA, INTERRUPTION OF BUSINESS, OR IN RESPECT OFINDIRECT, THE FURNISHING SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF NON-CONFORMING DELIVERABLESANY KIND, SHALL BE TO (A) SECURE REPAIR EVEN IF SENETEK HAS KNOWLEDGE OR REPLACEMENT NOTICE OF THE PRODUCTS; OR (B) SECURE REPAIR OR RE- PERFORMANCE POSSIBILITY OF THE SERVICES OR TO OBTAIN A REFUND SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF THE PRICE PAID FOR THE DEFECTIVE SERVICE, ALL AT COMPANY’S OPTIONESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT WILL SHALL SENETEK BE LIABLE FOR ANY REPRESENTATION OR WARRANTY MADE BY USITC TO ANY THIRD PARTY. USITC ACKNOWLEDGES THAT IT IS PURCHASING THE COMPANY'S MAXIMUM LIABILITY EXCEED PURCHASED ASSETS “AS IS” WITH NO REPRESENTATION OR WARRANTY EXCEPT THOSE SPECIFICALLY SET FORTH IN SECTION 4.1 HEREOF, THAT SUCH PURCHASE IS UNCONDITIONAL AND IRREVOCABLE NOTWITHSTANDING ANY BREACH OF ANY REPRESENTATION OR WARRANTY SET FORTH IN SECTION 4.1 HEREOF, THAT USITC SHALL NOT SEEK TO SET ASIDE OR ANNUL THIS AGREEMENT FOR ANY CAUSE WHATSOEVER, AND THAT USITC’S SOLE AND EXCLUSIVE REMEDY SHALL BE MONEY DAMAGES, SUBJECT TO THE SELLING PRICE LIMITATIONS SET FORTH ABOVE. USITC ACNOWLEDGES THAT SENETEK WOULD NOT HAVE ENTERED INTO THIS AGREEMENT BUT FOR THE DELIVERABLE. THE WARRANTY, OBLIGATIONS LIMITATIONS SET FORTH IN THIS SECTION 7.3 AND LIABILITIES THAT SUCH LIMITATIONS ARE A MATERIAL TERM OF COMPANY (INCLUDING ITS SUPPLIERS) AND THE RIGHTS AND REMEDIES OF CUSTOMER ARE EXCLUSIVE AND ARE IN LIEU OF AND CUSTOMER HEREBY WAIVES AND RELEASES ALL OTHER WARRANTIES, OBLIGATIONS, REPRESENTATIONS OR LIABILITIES EXPRESS OR IMPLIED ARISING BY LAW, IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, INCLUDING BUT NOT LIMITED TO (I) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY IMPLIED THROUGH COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE OR (II) CLAIMS ARISING OUT OF THE NEGLIGENCE OF COMPANY OR COMPANY’S SUPPLIERS OR (III) ANY OTHER CLAIM ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM THE PERFORMANCE OF COMPANY OR FROM THE DESIGN, MANUFACTURE, SALE, REPAIR, LEASE OR USE OF THE DELIVERABLE, OR ANY COMPONENT THEREOF, DELIVERED OR RENDERED HEREUNDER OR OTHERWISETHIS AGREEMENT.

Limitation of Remedies. CUSTOMER'S EXCLUSIVE AND SOLE REMEDY ON ACCOUNT OF, OR IN RESPECT OF, THE FURNISHING OF NON-CONFORMING DELIVERABLES, SHALL BE TO (A) SECURE REPAIR EACH PARTY HEREBY WAIVES, WITHOUT LIMITATION, ANY RIGHT IT MIGHT OTHERWISE HAVE TO ASSERT A CLAIM FOR AND/OR REPLACEMENT TO RECOVER PUNITIVE, MULTIPLE OR EXEMPLARY DAMAGES FROM THE OTHER. EACH PARTY ACKNOWLEDGES THAT IT HAS HAD A FULL OPPORTUNITY TO CONSULT WITH COUNSEL CONCERNING THIS WAIVER, AND THAT THIS WAIVER IS INFORMED, VOLUNTARY, INTENTIONAL, AND NOT THE RESULT OF THE PRODUCTS; OR UNEQUAL BARGAINING POWER. (B) SECURE REPAIR EACH PARTY HEREBY WAIVES, WITHOUT LIMITATION, ANY RIGHT IT MIGHT OTHERWISE HAVE TO ASSERT A CLAIM FOR AND/OR RE- PERFORMANCE TO RECOVER CONSEQUENTIAL, INCIDENTAL AND CONTINGENT DAMAGES FROM THE OTHER. EACH PARTY ACKNOWLEDGES THAT IT HAS HAD A FULL OPPORTUNITY TO CONSULT WITH COUNSEL CONCERNING THIS WAIVER, AND THAT THIS WAIVER IS INFORMED, VOLUNTARY, INTENTIONAL, AND NOT THE RESULT OF UNEQUAL BARGAINING POWER. IN ADDITION, EACH PARTY ACKNOWLEDGES THAT THIS WAIVER IS NOT UNCONSCIONABLE UNDER THE STANDARDS OF THE SERVICES UNIFORM COMMERCIAL CODE (“UCC”), AND IS CONSISTENT WITH THE STANDARD TERMS AND CONDITIONS OF SALES OF GOODS BETWEEN THE PARTIES. (C) ANY ARBITRATION OR ACTION PURSUANT TO OBTAIN A REFUND SECTION 9.2 OR 9.3 MUST BE FILED WITHIN ONE (1) YEAR FROM THE TIME OF THE PRICE PAID FOR EVENTS GIVING RISE TO THE DEFECTIVE SERVICESUBJECT CLAIMS, ALL AT COMPANY’S OPTIONOR THOSE CLAIMS WILL BE FOREVER BARRED. IN NO EVENT WILL EACH PARTY ACKNOWLEDGES THAT IT HAS HAD A FULL OPPORTUNITY TO CONSULT WITH COUNSEL CONCERNING THIS TIME LIMIT, AND THAT ITS AGREEMENT TO THIS TIME LIMIT IS INFORMED, VOLUNTARY, INTENTIONAL, AND NOT THE COMPANY'S MAXIMUM LIABILITY EXCEED THE SELLING PRICE FOR THE DELIVERABLE. THE WARRANTYRESULT OF UNEQUAL BARGAINING POWER. (D) IF ONE OR MORE OF SUBSECTIONS (A) — (C) OF THIS SECTION 9.5 IS HELD TO BE VOID, OBLIGATIONS AND LIABILITIES OF COMPANY UNLAWFUL, OR OTHERWISE UNENFORCEABLE (INCLUDING ITS SUPPLIERS) AND THE RIGHTS AND REMEDIES OF CUSTOMER ARE EXCLUSIVE AND ARE IN LIEU OF AND CUSTOMER HEREBY WAIVES AND RELEASES ALL OTHER WARRANTIES, OBLIGATIONS, REPRESENTATIONS OR LIABILITIES EXPRESS OR IMPLIED ARISING BY LAW, IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) BECAUSE IT VIOLATES A STATE STATUTE OR OTHERWISE), INCLUDING BUT NOT LIMITED TO (I) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY IMPLIED THROUGH COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE OR (II) CLAIMS ARISING OUT THAT SHALL HAVE NO EFFECT ON THE VALIDITY AND ENFORCEABILITY OF THE NEGLIGENCE REMAINING SUBSECTIONS. EACH SUBSECTION OF COMPANY OR COMPANY’S SUPPLIERS OR THIS SECTION 9.5 SHALL BE CONSTRUED AS A SEPARATE PROVISION OF THIS AGREEMENT, WITHIN THE MEANING OF SECTION 11.4 OF THIS AGREEMENT (III) ANY OTHER CLAIM ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM THE PERFORMANCE OF COMPANY OR FROM THE DESIGN, MANUFACTURE, SALE, REPAIR, LEASE OR USE OF THE DELIVERABLE, OR ANY COMPONENT THEREOF, DELIVERED OR RENDERED HEREUNDER OR OTHERWISEENTITLED “SEVERABILITY”).

Limitation of Remedies. CUSTOMER'S EXCLUSIVE If the law provides any implied warranties despite the exclusions and limitations in this Service Agreement, your remedies are limited as determined by us, in the case of Support Services, to either (i) re-performance of the Support Services, or (ii) issue a refund of the price you paid (if any) for the Support Services. These are your only remedies for a breach of warranty or condition, even if the remedy fails of its essential purpose. Unless the law mandates otherwise, we will determine the order in which these limited remedies are provided. You may have additional consumer rights under the law which this Service Agreement cannot change. Limitation of Liability TO THE MAXIMUM EXTENT PERMITTED BY LAW: IF YOU HAVE ANY BASIS FOR RECOVERING DAMAGES UNDER THIS AGREEMENT, YOU CAN RECOVER FROM ALCHEMY AND SOLE REMEDY ON ACCOUNT OF, OR IN RESPECT OF, ITS VENDORS ONLY DIRECT DAMAGES UP TO THE FURNISHING OF NON-CONFORMING DELIVERABLES, SHALL BE TO (A) SECURE REPAIR OR REPLACEMENT OF THE PRODUCTS; OR (B) SECURE REPAIR OR RE- PERFORMANCE OF THE SERVICES OR TO OBTAIN A REFUND OF THE PRICE AMOUNT YOU PAID FOR THE DEFECTIVE SERVICESUPPORT SERVICES (OR UP TO $5.00 USD IF THE SUPPORT SERVICES WERE FREE); AND NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, ALL AT COMPANY’S OPTION. IN NO EVENT WILL THE COMPANY'S MAXIMUM LIABILITY EXCEED THE SELLING PRICE FOR THE DELIVERABLE. THE WARRANTYSPECIAL, OBLIGATIONS AND LIABILITIES OF COMPANY (INCLUDING ITS SUPPLIERS) AND THE RIGHTS AND REMEDIES OF CUSTOMER ARE EXCLUSIVE AND ARE IN LIEU OF AND CUSTOMER HEREBY WAIVES AND RELEASES ALL OTHER WARRANTIESDIRECT, OBLIGATIONS, REPRESENTATIONS INDIRECT OR LIABILITIES EXPRESS OR IMPLIED ARISING BY LAW, IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISEINCIDENTAL DAMAGES, INCLUDING BUT NOT LIMITED TO (I) LOSS OF PROFITS, LOSS OF YOUR DATA OR LOSS OF BUSINESS, FOR ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE MATTER RELATED TO THIS SERVICE AGREEMENT, ANY SUPPORT SERVICES OR ANY WARRANTY IMPLIED THROUGH COURSE OF PERFORMANCEOTHER MATERIALS OR INFORMATION THAT ALCHEMY PROVIDES, COURSE OF DEALING, OR USAGE OF TRADE OR (II) CLAIMS ARISING OUT EVEN IF ALCHEMY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR THEY WERE FORESEEABLE. THIS LIMITATION OF LIABILITY DOES NOT APPLY TO EITHER PARTY’S LIABILITY TO THE OTHER FOR VIOLATION OF ITS CONFIDENTIALITY OBLIGATION OR THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS OR FOR FRAUD, GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT BY A PARTY OR FOR DEATH OR PERSONAL INJURY CAUSED BY THAT PARTY’S NEGLIGENCE. SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF COMPANY LIABILITY FOR INCIDENTAL OR COMPANY’S SUPPLIERS CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR (III) ANY OTHER CLAIM ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM THE PERFORMANCE OF COMPANY OR FROM THE DESIGN, MANUFACTURE, SALE, REPAIR, LEASE OR EXCLUSION MAY NOT APPLY TO YOU. YOU ARE RESPONSIBLE FOR YOUR USE OF THE DELIVERABLESUPPORT SERVICES AND ARE LIABLE FOR ANY RESULTING DAMAGE THEREFROM TO THE MAXIMUM EXTENT THE LAW PERMITS. Contracting Party, OR ANY COMPONENT THEREOFGoverning Law, DELIVERED OR RENDERED HEREUNDER OR OTHERWISEand Location for Resolving Disputes You are contracting with Alchemy Technology Group, LLC, a Texas limited liability company with principal place of business located at 00 Xxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000. The laws of the state where your principal office is located will govern the interpretation of this Service Agreement, claims for breach of it, and all other claims (including consumer protection, unfair competition, and tort claims), regardless of conflict of laws principles. We hope we never have a dispute, but if we do, you and we agree to try for 60 days to resolve it informally. If we can’t, you and we agree that any legal suit, action or proceeding arising out of or related to this Service Agreement shall be instituted exclusively in the courts of the State of Texas located in Harris County, Texas.

Limitation of Remedies. CUSTOMER'S EXCLUSIVE AND SOLE REMEDY ON ACCOUNT OFLicensorЎЇs cumulative liability for all losses and damages under or in connection with this XXXX, OR IN RESPECT OFincluding, THE FURNISHING OF NON-CONFORMING DELIVERABLESwithout limitation, SHALL BE TO those arising out of contract, tort (A) SECURE REPAIR OR REPLACEMENT OF THE PRODUCTS; OR (B) SECURE REPAIR OR RE- PERFORMANCE OF THE SERVICES OR TO OBTAIN A REFUND OF THE PRICE PAID FOR THE DEFECTIVE SERVICEincluding actions based on negligence, ALL AT COMPANY’S OPTIONstrict liability, and willful and/or intentional conduct), warranty, indemnity, or other theory of liability and whether for failure to deliver or perform, or related to the design, performance, use, defect or failure of the Software, and your sole and exclusive remedy, shall be limited to the greater of the amount you paid for the Software or U.S. $5.00. IN NO EVENT WILL SHALL LICENSOR OR ITS THIRD PARTY LICENSORS OR THEIR RESPECTIVE AFFILIATED COMPANIES, SUPPLIERS, DISTRIBUTORS, OR RESELLERS BE LIABLE FOR LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION, OR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, COLLATERAL, EXEMPLARY, PUNITIVE, RELIANCE OR SPECIAL DAMAGES RELATING TO OR THAT RESULT FROM USE OR INABILITY TO USE THE COMPANY'S MAXIMUM LIABILITY EXCEED SOFTWARE, EVEN IF SUCH DAMAGES ARE FORESEEABLE OR LICENSOR OR ITS LICENSORS OR ITS AUTHORIZED RESELLERS HAVE BEEN ADVISED OF THE SELLING PRICE POSSIBILITY OF SUCH DAMAGES OR FOR ANY CLAIM BY YOU BASED ON A THIRD PARTY CLAIM, AND REGARDLESS OF WHETHER THE DELIVERABLE. THE WARRANTY, OBLIGATIONS AND LIABILITIES OF COMPANY (INCLUDING ITS SUPPLIERS) AND THE RIGHTS AND REMEDIES OF CUSTOMER ARE EXCLUSIVE AND ARE IN LIEU OF AND CUSTOMER HEREBY WAIVES AND RELEASES ALL OTHER WARRANTIES, OBLIGATIONS, REPRESENTATIONS OR LIABILITIES EXPRESS OR IMPLIED ARISING BY LAW, IN CLAIM IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE OR NEGLIGENCE, STRICT LIABILITY, AND WILLFUL AND/OR INTENTIONAL CONDUCT), WARRANTY, INDEMNITY, OR OTHER THEORY OF LIABILITY. YOU AGREE THAT (A) THE LIMITATIONS OF LIABILITY SET FORTH IN THIS XXXX REPRESENT A VALUABLE AND NECESSARY INDUCEMENT FOR LICENSOR TO LICENSE THE SOFTWARE TO YOU, AND (B) SUCH LIMITATIONS SHALL NOT CAUSE THIS XXXX TOFAIL OF ITS ESSENTIAL PURPOSE FOR LACK OF REMEDY OR OTHERWISE. Some states or regions do not allow limitations of liability, INCLUDING BUT NOT LIMITED TO (I) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY IMPLIED THROUGH COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE OR (II) CLAIMS ARISING OUT OF THE NEGLIGENCE OF COMPANY OR COMPANY’S SUPPLIERS OR (III) ANY OTHER CLAIM ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM THE PERFORMANCE OF COMPANY OR FROM THE DESIGN, MANUFACTURE, SALE, REPAIR, LEASE OR USE OF THE DELIVERABLE, OR ANY COMPONENT THEREOF, DELIVERED OR RENDERED HEREUNDER OR OTHERWISEso the above limitations may not apply to you and you may have other legal rights that vary by jurisdiction.