Common use of Limitations of Liability and Disclaimers Clause in Contracts

Limitations of Liability and Disclaimers. EXCEPT FOR ANY LIABILITY WITH RESPECT TO HUMAN INJURY AND/OR DEATH, UNDER NO CIRCUMSTANCES SHALL ANY Party 2 LIABLE TO ANOTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM PERFORMANCE UNDER OR FAILURE OF PERFORMANCE OF ANY PROVISION OF THIS AGREEMENT (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES), SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. THIS SECTION 7 SETS FORTH LIMITATIONS ON LIABILITY FOR DAMAGES AND SHALL BE INAPPLICABLE TO ANY CONTRACTUAL OBLIGATION TO INDEMNIFY THAT MAY BE SET FORTH IN THIS AGREEMENT. SOME JURISDICTIONS DO NOT PERMIT THE DISCLAIMER OF CERTAIN CATEGORIES OF DAMAGES, SO SOME OF THE FOREGOING MAY BE INAPPLICABLE DEPENDING ON THE JURISDICTION. WITHOUT DEROGATING FROM THE FORGOING, UNDER NO CIRCUMSTANCE WILL THE LIABILITY OF ANY PARTY TO ANOTHER PARTY, WHETHER FOR BREACH OF CONTRACT, IN TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE SHALL EXCEED THE REVENUE OF THE COLLABORATION OR A PREDETERMINED FIXED SUM OF 100.000 EUR, WHICHEVER IS LOWER

Limitations of Liability and Disclaimers. 8.1. EXCEPT FOR ANY LIABILITY WITH RESPECT TO HUMAN INJURY AND/OR DEATH, UNDER NO CIRCUMSTANCES SHALL ANY Party 2 LIABLE TO ANOTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM PERFORMANCE UNDER OR FAILURE OF PERFORMANCE OF ANY PROVISION OF THIS AGREEMENT (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES), SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. THIS SECTION 7 SETS FORTH LIMITATIONS ON LIABILITY FOR DAMAGES AND SHALL BE INAPPLICABLE TO ANY CONTRACTUAL OBLIGATION TO INDEMNIFY THAT MAY BE SET FORTH IN THIS AGREEMENT. SOME JURISDICTIONS DO NOT PERMIT THE DISCLAIMER OF CERTAIN CATEGORIES OF DAMAGES, SO SOME OF THE FOREGOING MAY BE INAPPLICABLE DEPENDING ON THE JURISDICTION. WITHOUT DEROGATING FROM THE FORGOING, UNDER NO CIRCUMSTANCE WILL THE LIABILITY OF ANY PARTY TO ANOTHER PARTY, WHETHER FOR BREACH OF CONTRACT, IN TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE SHALL EXCEED THE REVENUE OF THE COLLABORATION OR A PREDETERMINED FIXED SUM OF 100.000 EUR, WHICHEVER IS LOWER.

Limitations of Liability and Disclaimers. ANYTHING HEREIN TO THE CONTRARY NOTWITHSTANDING EXCEPT FOR ANY LIABILITY WITH RESPECT TO HUMAN INJURY AND/OR DEATHSYNACOR’S INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 8.3, UNDER NO CIRCUMSTANCES NEITHER PARTY SHALL ANY Party 2 BE LIABLE TO ANOTHER PARTY THE OTHER PARTY, ITS AGENTS, AFFILIATES, CLIENTS, OR ANY OTHER PERSONS, FOR ANY LOST PROFITS OR INDIRECT, INCIDENTAL, CONSEQUENTIALSPECIAL, SPECIAL PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES (SIMILAR DAMAGES, EVEN IF THAT PARTY HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES). IN NO EVENT WILL SYNACOR’S LIABILITY FOR ANY AND ALL CLAIMS, IN THE AGGREGATE, ARISING FROM PERFORMANCE UNDER OUT OF, RELATING TO OR FAILURE OF IN CONNECTION WITH THIS AGREEMENT OR THE PERFORMANCE OF ANY PROVISION ITS OBLIGATIONS HEREUNDER EXCEED THE GREATER OF (i) [*] OR (ii) THE AMOUNT SYNACOR HAS RECEIVED FROM CLIENT IN THE AGGREGATE UNDER THIS AGREEMENT (DURING THE TERM HEREOF. * CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT TO THE CONTRARY, SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES), SUCH AS, BUT NOT LIMITED TO, LOSS TO THE IMPLIED WARRANTIES OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESSMERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THIS SECTION 7 SETS FORTH LIMITATIONS ON LIABILITY FOR DAMAGES AND SHALL BE INAPPLICABLE SYNACOR DOES NOT WARRANT THAT THE SERVICES WILL MEET THE REQUIREMENTS OF CLIENT (EXCEPT TO ANY CONTRACTUAL OBLIGATION TO INDEMNIFY THAT MAY BE THE EXTENT SPECIFICALLY SET FORTH IN THIS AGREEMENT. SOME JURISDICTIONS DO NOT PERMIT THE DISCLAIMER OF CERTAIN CATEGORIES OF DAMAGES, SO SOME OF THE FOREGOING MAY BE INAPPLICABLE DEPENDING ON THE JURISDICTION. WITHOUT DEROGATING FROM THE FORGOING, UNDER NO CIRCUMSTANCE WILL THE LIABILITY ) OR THOSE OF ANY THIRD PARTY TO ANOTHER PARTY, WHETHER FOR BREACH OF CONTRACTAND, IN TORT (PARTICULAR, SYNACOR DOES NOT WARRANT THAT THE SYSTEM WILL BE ERROR FREE OR WILL OPERATE WITHOUT INTERRUPTION. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SYNACOR MAKES NO WARRANTY WITH RESPECT TO ANY SERVICES AND EXPRESSLY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO NEGLIGENCE) THE IMPLIED WARRANTIES OF MERCHANTABILITY OR OTHERWISE SHALL EXCEED FITNESS FOR A PARTICULAR PURPOSE. SYNACOR DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING THE REVENUE ACCURACY, ADEQUACY OR COMPLETENESS OF THE COLLABORATION CONTENTS OF ANY CONTENT OR THE RESULTS TO BE OBTAINED FROM THEIR USE. SYNACOR SHALL NOT BE LIABLE TO THIRD PARTIES FOR ANY LOST PROFITS OR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES, EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8.2 ABOVE, CLIENT MAKES NO WARRANTY WITH RESPECT TO ANY CLIENT MATERIALS AND EXPRESSLY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PREDETERMINED FIXED SUM PARTICULAR PURPOSE. CLIENT SHALL NOT BE LIABLE TO THIRD PARTIES FOR ANY LOST PROFITS OR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES, EVEN IF ADVISED IN ADVANCE OF 100.000 EUR, WHICHEVER IS LOWERTHE POSSIBILITY OF SUCH DAMAGES.

Limitations of Liability and Disclaimers. EXCEPT ANYTHING HEREIN TO THE CONTRARY NOTWITHSTANDING, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY, ITS AGENTS, AFFILIATES, CLIENTS, OR ANY OTHER PERSONS, FOR ANY LIABILITY WITH RESPECT TO HUMAN INJURY AND/LOST PROFITS OR DEATH, UNDER NO CIRCUMSTANCES SHALL ANY Party 2 LIABLE TO ANOTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIALSPECIAL, SPECIAL PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES (SIMILAR DAMAGES, EVEN IF THAT PARTY HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. HOWEVER, WITH RESPECT TO LOST REVENUES OR LOST PROFITS, THE FOREGOING DISCLAIMER SHALL NOT PRECLUDE EITHER PARTY FROM SEEKING OR OBTAINING LOST REVENUES OR LOST PROFITS TO THE EXTENT THAT SUCH ARE EXPRESSLY PROVIDED FOR BY STATUTE OR OTHERWISE ALLOWED BY LAW AS THE MEASURE OF DIRECT DAMAGES (INCLUDING TREBLE DAMAGES RESULTING FROM WILLFUL INFRINGEMENT) WITH RESPECT SOLELY TO (A) ANY BREACH BY EITHER PARTY OF ITS OBLIGATIONS OF CONFIDENTIALITY UNDER SECTION 5 (CONFIDENTIALITY), OR (B) LIABILITIES ARISING FROM PERFORMANCE IN CONNECTION WITH A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER OR FAILURE OF PERFORMANCE OF ANY PROVISION OF THIS AGREEMENT SECTION 8 (INCLUDING SUCH BUT WITH RESPECT TO THIRD PARTY DAMAGES INCURRED BY THIRD PARTIESONLY), SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. THIS SECTION 7 SETS FORTH LIMITATIONS ON LIABILITY FOR DAMAGES AND SHALL BE INAPPLICABLE EXCEPT WITH RESPECT TO ANY CONTRACTUAL OBLIGATION TO INDEMNIFY THAT MAY BE ITS INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 8.3 HEREIN AND ITS CONFIDENTIALITY OBLIGATIONS SET FORTH IN SECTION 5 HEREIN TO WHICH NO LIMITATION SHALL APPLY, IN NO EVENT WILL SYNACOR’S LIABILITY FOR ANY AND ALL CLAIMS, IN THE AGGREGATE, ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THIS AGREEMENTAGREEMENT OR THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER EXCEED THE GREATER OF: (1) THE AMOUNT SYNACOR HAS RECEIVED FROM CLIENT IN THE AGGREGATE UNDER THIS AGREEMENT DURING THE TERM HEREOF, OR, (2) [*]. SOME JURISDICTIONS DO NOT PERMIT EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT TO THE DISCLAIMER OF CERTAIN CATEGORIES OF DAMAGESCONTRARY, SO SOME OF THE FOREGOING MAY BE INAPPLICABLE DEPENDING ON THE JURISDICTION. SERVICES ARE PROVIDED “AS IS” WITHOUT DEROGATING FROM THE FORGOING, UNDER NO CIRCUMSTANCE WILL THE LIABILITY WARRANTY OF ANY PARTY TO ANOTHER PARTYKIND, WHETHER FOR BREACH OF CONTRACTEITHER EXPRESSED OR IMPLIED, IN TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SYNACOR DOES NOT WARRANT THAT THE SERVICES WILL MEET THE REQUIREMENTS OF CLIENT OR OTHERWISE SHALL EXCEED THOSE OF ANY THIRD PARTY AND, IN PARTICULAR, SYNACOR DOES NOT WARRANT THAT THE REVENUE SYSTEM WILL BE ERROR FREE OR WILL OPERATE WITHOUT INTERRUPTION. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8.1 ABOVE, SYNACOR MAKES NO WARRANTY WITH RESPECT TO ANY SERVICES AND EXPRESSLY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SYNACOR DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING THE ACCURACY, ADEQUACY OR COMPLETENESS OF THE COLLABORATION CONTENTS OF ANY CONTENT OR THE RESULTS TO BE OBTAINED FROM THEIR USE. EXCEPT WITH RESPECT TO ITS INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 8.3 HEREIN, SYNACOR SHALL NOT BE LIABLE TO THIRD PARTIES FOR ANY LOST PROFITS OR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES, EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8.2 ABOVE, CLIENT MAKES NO WARRANTY WITH RESPECT TO ANY CLIENT SOURCED SERVICE AND EXPRESSLY DISCLAIMS ANY WARRANTY, * CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 8 EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PREDETERMINED FIXED SUM PARTICULAR PURPOSE. EXCEPT WITH RESPECT TO ITS INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 8.4 HEREIN, CLIENT SHALL NOT BE LIABLE TO THIRD PARTIES FOR ANY LOST PROFITS OR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES, EVEN IF ADVISED IN ADVANCE OF 100.000 EUR, WHICHEVER IS LOWERTHE POSSIBILITY OF SUCH DAMAGES.

Limitations of Liability and Disclaimers. ANYTHING HEREIN TO THE CONTRARY NOTWITHSTANDING EXCEPT FOR ANY LIABILITY WITH RESPECT TO HUMAN INJURY AND/OR DEATHSYNACOR’S INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 8.3, UNDER NO CIRCUMSTANCES NEITHER PARTY SHALL ANY Party 2 BE LIABLE TO ANOTHER PARTY THE OTHER PARTY, ITS AGENTS, AFFILIATES, CLIENTS, OR ANY OTHER PERSONS, FOR ANY LOST PROFITS OR INDIRECT, INCIDENTAL, CONSEQUENTIALSPECIAL, SPECIAL PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES (SIMILAR DAMAGES, EVEN IF THAT PARTY HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES). IN NO EVENT WILL SYNACOR’S LIABILITY FOR ANY AND ALL CLAIMS, IN THE AGGREGATE, ARISING FROM PERFORMANCE UNDER OUT OF, RELATING TO OR FAILURE OF IN CONNECTION WITH THIS AGREEMENT OR THE PERFORMANCE OF ANY PROVISION ITS OBLIGATIONS HEREUNDER EXCEED THE GREATER OF (i) $5,000,000.00 OR (ii) THE AMOUNT SYNACOR HAS RECEIVED FROM CLIENT IN THE AGGREGATE UNDER THIS AGREEMENT (DURING THE TERM HEREOF. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT TO THE CONTRARY, SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES), SUCH AS, BUT NOT LIMITED TO, LOSS TO THE IMPLIED WARRANTIES OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESSMERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THIS SECTION 7 SETS FORTH LIMITATIONS ON LIABILITY FOR DAMAGES AND SHALL BE INAPPLICABLE SYNACOR DOES NOT WARRANT THAT THE SERVICES WILL MEET THE REQUIREMENTS OF CLIENT (EXCEPT TO ANY CONTRACTUAL OBLIGATION TO INDEMNIFY THAT MAY BE THE EXTENT SPECIFICALLY SET FORTH IN THIS AGREEMENT. SOME JURISDICTIONS DO NOT PERMIT THE DISCLAIMER OF CERTAIN CATEGORIES OF DAMAGES, SO SOME OF THE FOREGOING MAY BE INAPPLICABLE DEPENDING ON THE JURISDICTION. WITHOUT DEROGATING FROM THE FORGOING, UNDER NO CIRCUMSTANCE WILL THE LIABILITY ) OR THOSE OF ANY THIRD PARTY TO ANOTHER PARTY, WHETHER FOR BREACH OF CONTRACTAND, IN TORT (PARTICULAR, SYNACOR DOES NOT WARRANT THAT THE SYSTEM WILL BE ERROR FREE OR WILL OPERATE WITHOUT INTERRUPTION. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SYNACOR MAKES NO WARRANTY WITH RESPECT TO ANY SERVICES AND EXPRESSLY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO NEGLIGENCE) THE IMPLIED WARRANTIES OF MERCHANTABILITY OR OTHERWISE SHALL EXCEED FITNESS FOR A PARTICULAR PURPOSE. SYNACOR DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING THE REVENUE ACCURACY, ADEQUACY OR COMPLETENESS OF THE COLLABORATION CONTENTS OF ANY CONTENT OR THE RESULTS TO BE OBTAINED FROM THEIR USE. SYNACOR SHALL NOT BE LIABLE TO THIRD PARTIES FOR ANY LOST PROFITS OR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES, EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8.2 ABOVE, CLIENT MAKES NO WARRANTY WITH RESPECT TO ANY CLIENT MATERIALS AND EXPRESSLY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PREDETERMINED FIXED SUM PARTICULAR PURPOSE. CLIENT SHALL NOT BE LIABLE TO THIRD PARTIES FOR ANY LOST PROFITS OR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES, EVEN IF ADVISED IN ADVANCE OF 100.000 EUR, WHICHEVER IS LOWERTHE POSSIBILITY OF SUCH DAMAGES.

Limitations of Liability and Disclaimers. EXCEPT ANYTHING HEREIN TO THE CONTRARY NOTWITHSTANDING, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY, ITS AGENTS, AFFILIATES, CLIENTS, OR ANY OTHER PERSONS, FOR ANY LIABILITY WITH RESPECT TO HUMAN INJURY AND/LOST PROFITS OR DEATH, UNDER NO CIRCUMSTANCES SHALL ANY Party 2 LIABLE TO ANOTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIALSPECIAL, SPECIAL PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES (SIMILAR DAMAGES, EVEN IF THAT PARTY HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. HOWEVER, WITH RESPECT TO LOST REVENUES OR LOST PROFITS, THE FOREGOING DISCLAIMER SHALL NOT PRECLUDE EITHER PARTY FROM SEEKING OR OBTAINING LOST REVENUES OR LOST PROFITS TO THE EXTENT THAT SUCH ARE EXPRESSLY PROVIDED FOR BY STATUTE OR OTHERWISE ALLOWED BY LAW AS THE MEASURE OF DIRECT DAMAGES (INCLUDING TREBLE DAMAGES RESULTING FROM WILLFUL INFRINGEMENT) WITH RESPECT SOLELY TO (A) ANY BREACH BY EITHER PARTY OF ITS OBLIGATIONS OF CONFIDENTIALITY UNDER SECTION 5 (CONFIDENTIALITY), OR (B) LIABILITIES ARISING FROM PERFORMANCE IN CONNECTION WITH A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER OR FAILURE OF PERFORMANCE OF ANY PROVISION OF THIS AGREEMENT SECTION 8 (INCLUDING SUCH BUT WITH RESPECT TO THIRD PARTY DAMAGES INCURRED BY THIRD PARTIESONLY), SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. THIS SECTION 7 SETS FORTH LIMITATIONS ON LIABILITY FOR DAMAGES AND SHALL BE INAPPLICABLE EXCEPT WITH RESPECT TO ANY CONTRACTUAL OBLIGATION TO INDEMNIFY THAT MAY BE ITS INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 8.3 HEREIN AND ITS CONFIDENTIALITY OBLIGATIONS SET FORTH IN SECTION 5 HEREIN TO WHICH NO LIMITATION SHALL APPLY, IN NO EVENT WILL SYNACOR’S LIABILITY FOR ANY AND ALL CLAIMS, IN THE AGGREGATE, ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THIS AGREEMENTAGREEMENT OR THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER EXCEED THE GREATER OF: (1) THE AMOUNT SYNACOR HAS RECEIVED FROM CLIENT IN THE AGGREGATE UNDER THIS AGREEMENT DURING THE TERM HEREOF, OR, (2) FIVE MILLION DOLLARS ($5,000,000.00). SOME JURISDICTIONS DO NOT PERMIT EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT TO THE DISCLAIMER OF CERTAIN CATEGORIES OF DAMAGESCONTRARY, SO SOME OF THE FOREGOING MAY BE INAPPLICABLE DEPENDING ON THE JURISDICTION. SERVICES ARE PROVIDED “AS IS” WITHOUT DEROGATING FROM THE FORGOING, UNDER NO CIRCUMSTANCE WILL THE LIABILITY WARRANTY OF ANY PARTY TO ANOTHER PARTYKIND, WHETHER FOR BREACH OF CONTRACTEITHER EXPRESSED OR IMPLIED, IN TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SYNACOR DOES NOT WARRANT THAT THE SERVICES WILL MEET THE REQUIREMENTS OF CLIENT OR OTHERWISE SHALL EXCEED THOSE OF ANY THIRD PARTY AND, IN PARTICULAR, SYNACOR DOES NOT WARRANT THAT THE REVENUE SYSTEM WILL BE ERROR FREE OR WILL OPERATE WITHOUT INTERRUPTION. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8.1 ABOVE, SYNACOR MAKES NO WARRANTY WITH RESPECT TO ANY SERVICES AND EXPRESSLY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SYNACOR DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING THE ACCURACY, ADEQUACY OR COMPLETENESS OF THE COLLABORATION CONTENTS OF ANY CONTENT OR THE RESULTS TO BE OBTAINED FROM THEIR USE. EXCEPT WITH RESPECT TO ITS INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 8.3 HEREIN, SYNACOR SHALL NOT BE LIABLE TO THIRD PARTIES FOR ANY LOST PROFITS OR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES, EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8.2 ABOVE, CLIENT MAKES NO WARRANTY WITH RESPECT TO ANY CLIENT SOURCED SERVICE AND EXPRESSLY DISCLAIMS ANY WARRANTY, * CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 8 EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PREDETERMINED FIXED SUM PARTICULAR PURPOSE. EXCEPT WITH RESPECT TO ITS INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 8.4 HEREIN, CLIENT SHALL NOT BE LIABLE TO THIRD PARTIES FOR ANY LOST PROFITS OR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES, EVEN IF ADVISED IN ADVANCE OF 100.000 EUR, WHICHEVER IS LOWERTHE POSSIBILITY OF SUCH DAMAGES.

Limitations of Liability and Disclaimers. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR ANY LIABILITY WITH RESPECT TO HUMAN INJURY AND/OR DEATH, UNDER NO CIRCUMSTANCES SHALL ANY Party 2 LIABLE TO ANOTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM PERFORMANCE UNDER OR FAILURE OF PERFORMANCE OF ANY PROVISION OF THIS AGREEMENT (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES), SUCH AS, BUT NOT EXPRESS LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. THIS SECTION 7 SETS FORTH LIMITATIONS ON LIABILITY FOR DAMAGES AND SHALL BE INAPPLICABLE TO ANY CONTRACTUAL OBLIGATION TO INDEMNIFY THAT MAY BE WARRANTY SET FORTH IN THIS AGREEMENTCLAUSE “CONFORMITY & WARRANTY” HERE ABOVE, PROVIDER DISCLAIMS ALL OTHER WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SOME JURISDICTIONS DO NOT PERMIT EXCEPT FOR WHAT IS SPECIFIED IN WRITING IN THE DISCLAIMER OF CERTAIN CATEGORIES OF DAMAGESAGREEMENT BETWEEN THE PARTIES (SUCH AS THE CONTRACTUAL SPECIFICATIONS, SO SOME RESULTS, SUPPORT AND SERVICES), PROVIDER MAKES NO WARRANTY OR REPRESENTATION THAT THE FUNCTIONS CONTAINED IN THE TANGIBLE PRODUCTS, THE LICENSED SOFTWARE PRODUCT(S) AND SERVICES WILL MEET ANY OTHER CUSTOMER’S REQUIREMENTS, THAT THE TANGIBLE PRODUCTS AND LICENSED SOFTWARE PRODUCT(S) WILL OPERATE PROPERLY IN COMBINATION WITH OTHER FUNCTIONALITY, IP CORES, SOFTWARE OR PROTOCOLS, OR THAT THE OPERATION OF THE FOREGOING MAY TANGIBLE PRODUCTS AND THE LICENSED SOFTWARE PRODUCT(S) WILL BE INAPPLICABLE DEPENDING ON UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS OR DEFECTS IN THE JURISDICTIONTANGIBLE PRODUCTS AND LICENSED SOFTWARE PRODUCT(S) ARE CAPABLE OF BEING CORRECTED. WITHOUT DEROGATING FROM THE FORGOING, UNDER NO CIRCUMSTANCE WILL THE LIABILITY OF ANY PARTY TO ANOTHER PARTY, WHETHER FOR BREACH OF CONTRACT, IN TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE SHALL EXCEED THE REVENUE USE OF THE COLLABORATION OR A PREDETERMINED FIXED SUM OF 100.000 EUR, WHICHEVER TANGIBLE PRODUCTS AND THE LICENSED SOFTWARE PRODUCT IS LOWERUNDERSTOOD TO BE FULLY AT CUSTOMER’S RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: