Common use of Limitations of Liability Clause in Contracts

Limitations of Liability. YOU AGREE THAT THE LIABILITY OF AVID, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED TO THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATH.

Limitations of Liability. YOU AGREE THAT a. GENERAL LIMITATION - CLIENT'S SOLE AND EXCLUSIVE REMEDY FOR ANY ALLEGED BREACH OF WARRANTY BY CPE SHALL BE TO REQUIRE CPE TO RE- PERFORM ANY DEFECTIVE SERVICES. CPE'S LIABILITY AND CLIENT'S REMEDIES FOR ALL CAUSES OF ACTION ARISING HEREUNDER WHETHER BASED IN CONTRACT, WARRANTY, NEGLIGENCE, , OR ANY OTHER CAUSE OF ACTION, SHALL NOT EXCEED EXCEPT FOR THE LIABILITY MUTUAL INDEMNIFICATIONS SET FORTH IN SECTION 7 ABOVE. IN THE CUMULATIVE AGGREGATE (INCLUDING ANY INSURANCE PROCEEDS) WITH RESPECT TO ALL CLAIMS ARISING OUT OF AVIDOR RELATED TO THIS AGREEMENT, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERSWHATEVER MINIMUM AMOUNT MAY BE REQUIRED BY LAW OR, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELYIF NONE, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED TO THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE COMPENSATION FOR SUCH SERVICES, b. CONSEQUENTIAL DAMAGES: FURTHER AND REGARDLESS OF ANY CLAIMOTHER PROVISION HEREIN, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS CPE SHALL NOT BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARMANY INCIDENTAL, DAMAGESINDIRECT, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, DAMAGES (INCLUDING LOSS OF PROFITS, PERSONAL INJURY DECLINE IN PROPERTY VALUE, REGULATORY AGENCY FINES, LOST PRODUCTION OR DEATHLOSS OF USE) INCURRED BY CLIENT OR FOR WHICH CLIENT MAY BE LIABLE TO ANY THIRD PARTY OCCASIONED BY THE SERVICES OR BY APPLICATION OR USE OF REPORTS OR OTHER WORK PERFORMED HEREUNDER.

Limitations of Liability. YOU AGREE THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY OF THE FOLLOWING TYPES OF LOSS OR DAMAGE ARISING IN ANY WAY OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OFFERINGS, WHETHER OR NOT SUCH PARTY WAS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE: (A) ANY LOSS OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES). EXCEPT FOR THE INDEMNITY SET FORTH IN SECTION 8.1, IN NO EVENT SHALL BLACKBOARD OR ITS LICENSORS’ CUMULATIVE LIABILITY OF AVID, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARMCLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, DAMAGESREGARDLESS OF THE NATURE OF THE CLAIM, INJURY OR LOSS SHALL BE LIMITED TO EXCEED THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND CUSTOMER UNDER THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE AGREEMENT FOR THE HARMAFFECTED OFFERING DURING THE TWENTY FOUR (24)-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT, DAMAGES, INJURY ACT OR LOSSOMISSION GIVING RISE TO SUCH LIABILITY. YOU FURTHER AGREE THAT THE THIS LIMITATION OF LIABILITY IN IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID AGREEMENT HAVE BEEN BREACHED OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATHHAVE PROVEN INEFFECTIVE.

Limitations of Liability. YOU AGREE THAT THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE LIABILITY OF AVID, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) ALL INDEMNIFIED PARTIES TO YOU HEREUNDER OR OTHERWISE IN RESPECT OF THE PRODUCTS EXCEED THE AMOUNT YOU HAVE PAID FOR ALL HARM, DAMAGES, INJURY THE PRODUCTS OR LOSS SHALL BE LIMITED SERVICES OR THE RIGHTS TO USE THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID SOFTWARE IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE INITIAL NOTICE TIME THE CAUSE OF ACTION AROSE, SUBJECT TO ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LESSER LIMITATION OF LIABILITY IN ANY TERMS INCORPORATED HEREIN BY REFERENCE (INCLUDING, WITHOUT LIMITATION, ANY THIRD PARTY TERMS) IF APPLICABLE. NOTWITHSTANDING ANY OTHER PROVISION IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR AN AVID PARTY CAUSED THE HARM, CONSEQUENTIAL LOSSES OR DAMAGES, INJURY INCLUDING LOSS OF REVENUE OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTIONPROFITS, LOSS OF PROFITSDATA, PERSONAL INJURY BUSINESS INFORMATION OR DEATHLOSS OF USE THEREOF, FAILURE TO REALIZE EXPECTED PROFITS OR SAVINGS, COST OF CAPITAL, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF GOODWILL OR ANY OTHER NON-DIRECT, PECUNIARY, COMMERCIAL OR ECONOMIC LOSS OR DAMAGE OF ANY KIND WHETHER FORESEEN OR UNFORESEEN ARISING FROM OR INCIDENTAL TO THIS AGREEMENT. FOR GREATER CERTAINTY, THE FOREGOING LIMITATIONS AND EXCLUSIONS OF LIABILITY SHALL NOT APPLY TO (A) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER; OR (B) INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS.

Limitations of Liability. YOU AGREE THAT TO THE LIABILITY FULLEST EXTENT ALLOWED BY LAW, INTUIT SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR EXEMPLARY DAMAGES ARISING OUT OF AVID, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELYOR IN ANY WAY CONNECTED WITH THIS AGREEMENT, THE “AVID QSP PROGRAM OR THE PRODUCTS, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, LOSS OF USE, LOST DATA OR ANY DAMAGES OR SUMS PAID BY QUICKBOOKS SOLUTIONS PROVIDER TO THIRD PARTIES”) , EVEN IF INTUIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY WHETHER SUCH CLAIM IS BASED UPON BREACH OF CONTRACT, WARRANTY OR ANY STATUTORY DUTY, NEGLIGENCE OR OTHER TORT, PRINCIPLES OF INDEMNITY OR CONTRIBUTION, THE FAILURE OF ANY LIMITED OR EXCLUSIVE REMEDY TO YOU ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE. SINCE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CONSEQUENTIAL DAMAGES, THIS LIMITATION MAY NOT APPLY TO AUTHORIZED QUICKBOOKS SOLUTIONS PROVIDER. INTUIT’S TOTAL LIABILITY FOR ALL HARM, DAMAGES, INJURY ALLEGED DAMAGES, AND LOSSES HEREUNDER, (WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR LOSS OTHERWISE) SHALL BE LIMITED TO NOT EXCEED THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID AMOUNTS RECEIVED BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN INTUIT UNDER THIS AGREEMENT OR FIVE THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i5,000) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATHDOLLARS.

Limitations of Liability. YOU AGREE THAT THE LIABILITY EXCEPT FOR BREACHES OF AVIDCLIENT'S OBLIGATIONS UNDER SECTION 1, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERSIN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, DIRECTORSINCIDENTAL, SHAREHOLDERSCONSEQUENTIAL, EMPLOYEESSPECIAL, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, EXEMPLARY OR PUNITIVE DAMAGES, INJURY OR LOSS SHALL BE INCLUDING BUT NOT LIMITED TO LOST PROFITS OR LOST DATA, EVEN IF THE LESSER PARTY CAUSING SUCH DAMAGES HAS BEEN ADVISED OF THE POSSIBILITY OF THEM. Client is responsible for maintaining backups of the data on its systems that may be used in connection with or generated by the Software or affected by maintenance or system integration services provided under this Agreement. Altra will not be liable for any loss of Client's data for any reason. ALTRA'S TOTAL LIABILITY UNDER THIS AGREEMENT IN CONNECTION WITH OR ARISING FROM EACH OF (a) USE OF OR ACCESS TO THE TOTAL SOFTWARE BY OR THROUGH CLIENT, (b) SYSTEM INTEGRATION, AND (c) SOFTWARE MAINTENANCE, SHALL NOT EXCEED THE AMOUNT OF TRANSACTION THE RESPECTIVE FEES PAID BY YOU CLIENT TO AVID ALTRA FOR THE ACTIVITY DIRECTLY RESULTING IN SUCH LIABILITY. TO DETERMINE THE TWELVE MAXIMUM LIABILITY ARISING FROM ITEM (a) ABOVE, THE AMOUNT OF LICENSE FEES PAID SHALL BE DECREASED BY ONE THIRTY-SIXTH (1/36) FOR EACH MONTH PERIOD PRECEDING FOLLOWING THE INITIAL NOTICE EFFECTIVE DATE OF THIS AGREEMENT UNTIL THE TERMINATION OF THIS AGREEMENT AND CLIENT'S CESSATION OF USE OF THE SOFTWARE. THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 8 SHALL APPLY TO ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID THE CAUSE OF ACTION AND REGARDLESS OF ANY NEGLIGENCE OR STRICT LIABILITY WHICH MAY BE INVOLVED. NO THIRD PARTY VENDOR WILL BE LIABLE IN ANY AVID PARTY WAS LIABLE EVENT FOR THE HARM, ANY DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, WHETHER DIRECT, INCIDENTAL INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS ARISING FROM USE OF PROFITS, PERSONAL INJURY OR DEATHTHE SOFTWARE.

Limitations of Liability. YOU AGREE THAT THE LIABILITY OF AVID, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED TO THE LESSER EXTENT NOT PROHIBITED BY APPLICABLE LAW AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE: (aA) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS NO EVENT SHALL EITHER PARTY BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, ANY DAMAGES FOR LOSS OF PROFITS, PERSONAL INJURY LOSS OF BUSINESS, LOSS OF USE OR DEATHDATA, OR INTERRUPTION OF BUSINESS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND OR OTHER ECONOMIC LOSS ARISING FROM OR RELATING TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, HOWEVER CAUSED, AND (B) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, EACH PARTY’S ENTIRE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER THEREOF, UNDER ANY LEGAL THEORY (WHETHER IN CONTRACT, TORT, INDEMNITY OR OTHERWISE) WILL BE LIMITED IN EACH INSTANCE TO THE AMOUNT OF ACTUAL DAMAGES INCURRED BY THAT PARTY, PROVIDED, HOWEVER, THAT IN NO EVENT SHALL THE AGGREGATE LIABILITY EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO QOMPLX UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE DATE THE FIRST CLAIM GIVING RISE TO SUCH LIABILITY AROSE (OR, IF SUCH FIRST CLAIM AROSE DURING THE INITIAL TWELVE (12) MONTHS OF THE TERM, THE FEES PAID OR PAYABLE BY CUSTOMER WITH RESPECT TO THE INITIAL TWELVE (12) MONTHS OF THE TERM). IN NO EVENT SHALL QOMPLX BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES ARISING OUT OF OR RESULTING FROM ANY CUSTOMER’S CONTENT, RECOMMENDATIONS, AUTONOMOUS ACTIONS, THIRD-PARTY CONTENT, OR THIRD- PARTY SERVICES OR FOR CLAIMS MADE A SUBJECT OF A LEGAL PROCEEDING AGAINST QOMPLX MORE THAN TWO YEARS AFTER ANY SUCH CAUSE OF ACTION FIRST AROSE.

Limitations of Liability. YOU AGREE THAT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF AVID, HID AND ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU SUPPLIERS FOR ALL HARMDIRECT DAMAGES RELATING TO OR ARISING FROM THIS AGREEMENT, DAMAGESIN THE AGGREGATE, INJURY WHETHER ARISING FROM HID’S BREACH OF THIS AGREEMENT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, OR ANY SERVICE PROVIDED IN CONNECTION WITH THE PRODUCTS OR OTHERWISE, SHALL IN NO EVENT EXCEED THE AMOUNT HID RECEIVED FROM CUSTOMER FOR THE PARTICULAR PRODUCT OR SERVICE GIVING RISE TO THE LIABILITY. HID WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY DAMAGE OR LOSS RESULTING FROM THE OPERATION OR PERFORMANCE OF ANY THIRD PARTY PRODUCT OR SERVICE OR ANY SYSTEMS IN WHICH A PRODUCT IS INCORPORATED. THE ABOVE LIMITATIONS OF HID’S LIABILITY SHALL NOT APPLY IN THE EVENT OF FRAUD OR GROSS NEGLIGENCE ON THE PART OF HID OR TO HID’S INDEMNITY OBLIGATIONS UNDER SECTION 11. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL HID BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE, DATA OR OTHER ECONOMIC ADVANTAGE AND ANY NON-ECONOMIC LOSSES, REGARDLESS OF THE LESSER LEGAL THEORY ON WHICH ANY SUCH DAMAGES MAY BE BASED AND EVEN IF HID HAS BEEN ADVISED IN ADVANCE OF (a) THE TOTAL AMOUNT POSSIBILITY OF TRANSACTION FEES PAID BY YOU TO AVID IN SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE TWELVE MONTH PERIOD PRECEDING FAILURE OF THE INITIAL NOTICE ESSENTIAL PURPOSE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY LIMITED REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATHSPECIFIED HEREIN.

Limitations of Liability. YOU AGREE THAT THE LIABILITY OF AVID, 12.1 IN NO EVENT SHALL SONY OR ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL SUPPLIERS BE LIMITED TO THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARMPROSPECTIVE PROFITS, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECTSPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT (INCLUDING WITHOUT LIMITATION THE BREACH OF THIS AGREEMENT BY SCEE), WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), INDEMNITY, PRODUCT LIABILITY OR OTHERWISE. IN NO EVENT SHALL SONY'S LIABILITY ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY LIABILITY FOR DIRECT DAMAGES, PROPERTY DAMAGE AND LOSSES DUE INCLUDING WITHOUT LIMITATION ANY LIABILITY UNDER CLAUSE 11.1, EXCEED [ * ]. EXCEPT AS EXPRESSLY SET FORTH HEREIN, NO SONY ENTITY, NOR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, SHALL BEAR ANY RISK, OR HAVE ANY RESPONSIBILITY OR LIABILITY, OF ANY KIND TO BUSINESS INTERRUPTIONPUBLISHER OR TO ANY THIRD PARTIES WITH RESPECT TO THE FUNCTIONALITY AND/OR PERFORMANCE OF LICENSED PRODUCTS. 12.2 IN NO EVENT SHALL PUBLISHER BE LIABLE TO SCEE FOR PROSPECTIVE PROFITS, OR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT (INCLUDING WITHOUT LIMITATION THE BREACH OF THIS AGREEMENT BY PUBLISHER), WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), INDEMNITY, PRODUCT LIABILITY OR OTHERWISE, PROVIDED THAT PUBLISHER EXPRESSLY AGREES THAT SUCH LIMITATIONS SHALL NOT APPLY TO DAMAGES RESULTING FROM PUBLISHER'S BREACH OF CLAUSES 2, 3, 4, 9 OR 11.2 OF THIS AGREEMENT. 12.3 SUBJECT AS EXPRESSLY PROVIDED IN CLAUSES 10.1 AND 10.2, NO SONY ENTITY NOR ITS SUPPLIERS MAKE, NOR DOES PUBLISHER RECEIVE, ANY WARRANTIES (EXPRESS, IMPLIED OR STATUTORY) REGARDING THE SONY MATERIALS AND/OR UNITS OF MANUFACTURED MATERIALS MANUFACTURED HEREUNDER. SONY SHALL NOT BE LIABLE FOR ANY INJURY, LOSS OR DAMAGE, DIRECT OR CONSEQUENTIAL, ARISING OUT OF PROFITSTHE USE OF, PERSONAL OR INABILITY TO USE, SUCH UNITS OF MANUFACTURED MATERIALS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ANY WARRANTIES, CONDITIONS OR OTHER TERMS IMPLIED BY STATUTE OR COMMON LAW (INCLUDING AS TO MERCHANTABILITY, SATISFACTORY QUALITY AND/OR FITNESS FOR A PARTICULAR PURPOSE AND THE EQUIVALENTS THEREOF UNDER THE LAWS OF ANY JURISDICTION) ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. HOWEVER, NOTHING IN THIS AGREEMENT SHALL LIMIT SONY'S LIABILITY IN RELATION TO CLAIMS ARISING FROM THE INJURY OR DEATHDEATH OF ANY PERSON RESULTING FROM THE PROVEN NEGLIGENCE OF SONY.

Limitations of Liability. YOU AGREE THAT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, (IN PARTICULAR, THE CONTROL OF EXEMPTION CLAUSES ORDINANCE (CAP 71, LAWS OF HONG KONG)), THE TOTAL LIABILITY OF HID AND ITS SUPPLIERS FOR ALL DIRECT DAMAGES RELATING TO OR ARISING FROM THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, CONTRACT DAMAGES AND DAMAGES FOR INJURIES TO PERSONS OR PROPERTY, WHETHER ARISING FROM HID’S BREACH OF THIS AGREEMENT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT WITH RESPECT TO THE PRODUCTS, OR ANY SERVICE PROVIDED IN CONNECTION WITH THE PRODUCTS OR OTHERWISE, SHALL IN NO EVENT EXCEED THE AMOUNT HID RECEIVED FROM CUSTOMER FOR THE PARTICULAR PRODUCT OR SERVICE GIVING RISE TO THE LIABILITY. HID WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY DAMAGE OR LOSS RESULTING FROM THE OPERATION OR PERFORMANCE OF ANY THIRD PARTY PRODUCT OR ANY SYSTEMS IN WHICH AN HID PRODUCT IS INCORPORATED. TO THE EXTENT PERMITTED BY APPLICABLE LAW, (IN PARTICULAR, THE CONTROL OF EXEMPTION CLAUSES ORDINANCE (CAP 71, LAWS OF HONG KONG)), IN NO EVENT SHALL HID BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE, DATA OR OTHER ECONOMIC ADVANTAGE AND ANY NON- ECONOMIC LOSSES, REGARDLESS OF THE LEGAL THEORY ON WHICH ANY SUCH DAMAGES MAY BE BASED AND EVEN IF A PARTY HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. These limitations shall apply notwithstanding the failure of the essential purpose of any limited remedy specified herein. NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS THE LIABILITY OF AVID, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID EITHER PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED TO THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATH.

Limitations of Liability. YOU AGREE THAT (1) IN NO EVENT WILL OUR TOTAL AGGREGATE LIABILITY IN CONNECTION WITH OR UNDER THESE TERMS OF USE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE) OR OTHERWISE, EXCEED THE LIABILITY OF AVID, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED TO THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN US. FOR GREATER CERTAINTY, THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE EXISTENCE OF ANY CLAIM, AND ONE OR MORE CLAIMS UNDER THESE TERMS OF USE WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii2) TO ALL HARMTHE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, DAMAGESIN NO EVENT WILL WE BE LIABLE TO CUSTOMER FOR ANY: (I) SPECIAL, INJURY OR LOSS INCURRED INCLUDING ACTUALEXEMPLARY, DIRECTPUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) LOST SAVINGS, PROPERTY DAMAGE AND LOSSES DUE TO PROFIT, DATA, USE, OR GOODWILL; (III) BUSINESS INTERRUPTION, LOSS ; (IV) COSTS FOR THE PROCUREMENT OF PROFITS, SUBSTITUTE PRODUCTS OR SERVICES; (V) PERSONAL INJURY OR DEATH; OR (VI) PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THESE TERMS OF USE, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE) OR OTHERWISE, AND EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES.

Limitations of Liability. YOU AGREE THAT THE LIABILITY OF AVID, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED TO THE LESSER OF (a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE TOTAL AMOUNT CONTRARY, IN NO EVENT SHALL SELLER OR ANY OF TRANSACTION FEES PAID BY YOU ITS PARENT COMPANY, AFFILIATES OR SUBSIDIARIES BE LIABLE TO AVID BUYER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING ANY LOST PROFITS OR REVENUE, DOWN TIME, LOSS OF BUSINESS OPPORTUNITY OR THEIR ECONOMIC LOSSES), WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, EVEN IF SELLER HAS BEEN SPECIFICALLY ADVISED OF THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE POSSIBILITIES OF ANY CLAIM, AND SUCH DAMAGES. (b) TEN THOUSAND DOLLARS IN NO EVENT SHALL SELLER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT ($10,000.00)INCLUDING NEGLIGENCE) OR OTHERWISE, AND THIS SHALL BE YOUR ONLY REMEDY EXCEED THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR THE GOODS SOLD HEREUNDER . (c) NO ACTION, REGARDLESS OF WHAT LEGAL THEORY IS USED FORM, ARISING OUT OF THE TRANSACTIONS UNDER THIS AGREEMENT MAY BE BROUGHT BY BUYER MORE THAN ONE (1) YEAR AFTER THE EVENTS WHICH GAVE RISE TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION CAUSE OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATHACTION OCCURRED.

Limitations of Liability. YOU AGREE THAT EACH PARTY’S TOTAL LIABILITY TO THE LIABILITY OF AVIDOTHER PARTY FOR DAMAGES UNDER THIS AGREEMENT, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERSEXCLUDING LIABILITIES UNDER [***], DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE IS LIMITED TO THE LESSER OF (a) THE TOTAL AMOUNT PAYABLE BY OPERATOR TO NEXTG FOR SERVICES PROVIDED UNDER THE SPECIFIC NETWORK ORDER TO WHICH THE DISPUTE RELATES. EXCLUDING LIABILITIES UNDER [***], NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF TRANSACTION FEES PAID BY YOU TO AVID OR IN CONNECTION WITH THIS AGREEMENT EVEN IF THE TWELVE MONTH PERIOD PRECEDING PARTY HAS BEEN ADVISED OF THE INITIAL NOTICE POSSIBILITY OF THE DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY CLAIMLIMITED REMEDY. THE LIMITATIONS SET FORTH IN THIS § 10.2 WILL APPLY, AND WITHOUT LIMITATION, TO LOSS OF PROFITS OR REVENUE (bWHETHER ARISING OUT OF TRANSMISSION INTERRUPTIONS OR PROBLEMS, ANY INTERRUPTION OR DEGRADATION OF SERVICE, OR OTHERWISE) TEN THOUSAND DOLLARS ($10,000.00)OR CLAIMS OF CUSTOMERS, AND THIS SHALL WHETHER OCCASIONED BY ANY CONSTRUCTION, RECONSTRUCTION, RELOCATION, REPAIR, OR MAINTENANCE PERFORMED BY, OR FAILED TO BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID PERFORMED BY, THE OTHER PARTY OR ANY AVID PARTY WAS LIABLE FOR THE HARMOTHER CAUSE WHATSOEVER, DAMAGESINCLUDING BREACH OF CONTRACT, INJURY BREACH OF WARRANTY, NEGLIGENCE, OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATHSTRICT LIABILITY.

Limitations of Liability. YOU AGREE THAT THE LIABILITY OF AVID, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED TO THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID NO EVENT WILL EITHER PARTY OR ANY AVID OF ITS AFFILIATES OR SUBLICENSEES BE LIABLE TO THE OTHER PARTY WAS LIABLE OR ANY OF ITS AFFILIATES OR SUBLICENSEES FOR THE HARMANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL LOSS OF REVENUE, LOSS OF GOODWILL, LOSS OF DATA, LOSS OF BUSINESS, OR OTHER PECUNIARY LOSS, WHETHER BASED IN CONTRACT, WARRANTY, NEGLIGENCE OR OTHER TORT, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREIN OR ANY BREACH HEREOF. (b) EACH PARTY’S MAXIMUM AGGREGATE LIABILITY TO THE OTHER PARTY FOR OR WITH RESPECT TO ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREIN OR ANY BREACH HEREOF (WHETHER BASED IN CONTRACT, WARRANTY, NEGLIGENCE OR OTHER TORT, STRICT LIABILITY, PRINCIPLES OF INDEMNITY, THE FAILURE OF ANY LIMITED REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE OR OTHERWISE) WILL NOT EXCEED THE AMOUNTS PAID BY DERMELIX UNDER THIS AGREEMENT. (c) THE LIMITATIONS OF LIABILITY CONTAINED IN THIS SECTION 7.4 WILL NOT APPLY TO (i) ANY BREACH BY EITHER PARTY OF THE TERMS OF ARTICLE 6 (CONFIDENTIALITY); OR (ii) ANY CLAIMS OF BODILY INJURY RESULTING FROM GROSS NEGLIGENCE OR DEATHWILLFUL MISCONDUCT OF EITHER PARTY OR (iii) ANY CLAIMS SUBJECT TO THE INDEMNIFICATION OBLIGATIONS OF ARTICLE 8.

Limitations of Liability. YOU AGREE THAT IN NO EVENT SHALL THE INDEMNIFIED PARTIES BE LIABLE FOR ANY EXEMPLARY, INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF, WITH RESPECT TO, OR IN CONNECTION WITH THE WEBSITE, THE SERVICE, USER’S USE OF THE WEBSITE OR THE SERVICE, OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE), INCLUDING, WITHOUT LIMITATION, THE LOSS OF PROFIT, USE, SAVINGS, OR REVENUE, OR THE CLAIMS OF THIRD PARTIES, WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO USER. THE INDEMNIFIED PARTIES ENTIRE AND AGGREGATE LIABILITY, AND USER’S EXCLUSIVE REMEDY, WITH RESPECT TO ANY CLAIM CONCERNING OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE SUBJECT MATTER OF THIS AGREEMENT, IN ANY AND ALL CIRCUMSTANCES, SHALL BE THE RECOVERY BY USER OF USER’S PROVEN, ACTUALLY INCURRED, DIRECT DAMAGES; PROVIDED, HOWEVER, IN NO EVENT SHALL THE TOTAL CUMULATIVE LIABILITY OF AVID, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU INDEMIFIED PARTIES FOR ALL HARMDAMAGES FOR ALL CLAIMS WHETHER IN CONTRACT, DAMAGESTORT OR OTHERWISE HOWSOEVER CAUSED OR ARISING, INJURY OR LOSS SHALL BE LIMITED TO THE LESSER OF (a) EXCEED THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU USER TO AVID TFS IN THE TWELVE MONTH PERIOD MONTHS PRECEDING THE INITIAL NOTICE OF ANY SUCH CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATH.

Limitations of Liability. YOU AGREE THAT TO THE FULLEST EXTENT PERMITED BY LAW, NEITHER PARTY WILL UNDER ANY CIRCUMSTANCES BE LIABLE TO THE OTHER PARTY OR ANY OTHER THIRD PARTIES FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR ANY INDIRECT DAMAGES ARISING OUT OF OR RELATED TO THE INRIX PRODUCT, INRIX DATA OR THIS AGREEMENT, OR FOR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY MALFUNCTIONS, DATA DELAYS, LOSS OF DATA OR INTERRUPTION OF SERVICE HEREUNDER. EXCEPT FOR EACH PARTY’S INDEMNIFICATION OBLIGATIONS OR BREACH OF CONFIDENTIALITY AND TO THE FULLEST EXTENT PERMITED BY LAW, UNDER NO CIRCUMSTANCES WILL EITHER PARTY’S AGGREGATE LIABILITY OF AVID, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARMCLAIMS, DAMAGESACTS AND/OR OMISSIONS ARISING OUT OF OR RELATED TO THIS AGREEMENT, INJURY REGARDLESS OF WHETHER ANY CLAIM OR LOSS SHALL BE LIMITED TO THE LESSER OF (a) ACTION IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU LICENSEE TO AVID IN INRIX UNDER THIS AGREEMENT DURING THE TWELVE 12-MONTH PERIOD PRECEDING PRIOR TO THE INITIAL NOTICE DATE ON WHICH THE CLAIM AROSE. THE FOREGOING LIMITATION WILL NOT APPLY TO ANY CLAIMS AIRSING OUT OF ANY CLAIMOR RELATED TO DEATH OR PERSONAL INJURY, AND (b) TEN THOUSAND DOLLARS ($10,000.00)FRAUD, AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATHA PARTY’S INTENTIONAL MISCONDUCT.

Limitations of Liability. YOU AGREE THAT AS A MATERIAL CONDITION OF PROVIDING TCVIEW AS SET FORTH HEREIN AND IN REGARD TO ANY AND ALL CAUSES ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO CLAIMS OF NEGLIGENCE, BREACH OF CONTRACT OR WARRANTY, FAILURE OF A REMEDY TO ACCOMPLISH ITS ESSENTIAL PURPOSE OR OTHERWISE, CUSTOMER AGREES (a) THE LIABILITY OF AVIDAT&T MIDWEST REGION 5-STATE WILL NOT EXCEED THE GREATER OF $100 OR THE TOTAL AMOUNTS PAID BY CUSTOMER TO AT&T MIDWEST REGION 5-STATE HEREUNDER FOR THE TCVIEW SERVICE; AND (b) AT&T MIDWEST REGION 5-STATE, INCLUDING ITS AFFILIATES AND EACH OF THEIR RESPECTIVE AFFILIATES, SUBSIDIARIES, PARENT CORPORATION, SUPPLIERS, OR THE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTSAND AGENTS OF EACH, REPRESENTATIVESWILL NOT BE LIABLE TO OR THROUGH CUSTOMER FOR ANY SPECIAL, ASSIGNS AND SUCCESSORSINCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES (EVEN IF AT&T MIDWEST REGION 5-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, STATE HAD BEEN ADVISED OF THE “AVID PARTIES”) TO YOU FOR ALL HARM, POSSIBILITY OF SUCH DAMAGES, INJURY OR LOSS SHALL BE LIMITED TO THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTIONSAVINGS, LOSS OF PROFITSUSE OF SERVICES, PERSONAL INJURY COST OF CAPITAL, COST OF SUBSTITUTE SERVICES OR DEATHFACILITIES, DOWNTIME COSTS, OR DAMAGES, AND EXPENSES ARISING OUT OF THIRD PARTY CLAIMS.

Limitations of Liability. YOU AGREE THAT THE LIABILITY OF AVID, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) UNDER NO CIRCUMSTANCES SHALL X1D BE LIABLE TO YOU FOR ALL HARMYOUR USE OF THE SOFTWARE. SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, (EVEN IF X1D HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE SOFTWARE, INJURY FROM INABILITY TO USE THE SOFTWARE, OR LOSS FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SOFTWARE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). SUCH LIMITATION SHALL BE APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE LESSER FULLEST EXTENT PERMITTED BY LAW. NOTWITHSTANDING ANYTHING TO THE CONTRARY XXXXXX, X0X’s LIABILITY SHALL IN NO EVENT EXCEED THE GREATER OF (a) 10% OF THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY SPECIFIC PRODUCT TO WHICH THE LIABILITY IS RELATED OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATHUS$100.00.

Limitations of Liability. YOU AGREE THAT SCANTRON’S ENTIRE LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY CLAIM ARISING FROM OR RELATED TO THIS AGREEMENT OR ANY PRODUCTS, SERVICES, DELIVERABLES OR OTHER ITEMS FURNISHED OR TO BE FURNISHED UNDER THIS AGREEMENT, WILL IN NO EVENT EXCEED THE LIABILITY FEES PAID TO SCANTRON BY CUSTOMER FOR THE APPLICABLE ITEM WHICH IS THE BASIS FOR THE CLAIM DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE OCCURRENCE OF AVID, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED EVENT GIVING RISE TO THE LESSER CAUSE OF (a) THE TOTAL AMOUNT ACTION, NOTWITHSTANDING ANY FAILURE OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE ESSENTIAL PURPOSE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND LIMITED REMEDY. NO ACTION RELATED TO THIS SHALL AGREEMENT MAY BE YOUR ONLY REMEDY REGARDLESS BROUGHT MORE THAN ONE YEAR AFTER THE OCCURRENCE OF WHAT LEGAL THEORY IS USED THE EVENT GIVING RISE TO DETERMINE THAT AVID THE CAUSE OF ACTION. IN NO EVENT WILL SCANTRON BE LIABLE TO CUSTOMER OR ANY AVID PARTY WAS LIABLE OTHER PERSON OR ENTITY FOR THE HARMLOST DATA, DAMAGESLOST PROFITS, INJURY INTEREST OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION COST OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID MONEY; OR AN AVID PARTY CAUSED THE HARMFOR COVER; OR FOR ANY PUNITIVE, DAMAGESINDIRECT, INJURY OR LOSS TO YOUINCIDENTAL, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL SPECIAL OR CONSEQUENTIAL DAMAGESDAMAGES ARISING OUT OF SCANTRON’S PERFORMANCE OR NONPERFORMANCE OR THE USE OF, PROPERTY DAMAGE AND LOSSES DUE INABILITY TO BUSINESS INTERRUPTIONUSE OR RESULTS OF USE OF ANY PRODUCTS, LOSS OF PROFITSSERVICES, PERSONAL INJURY DELIVERABLES, OR DEATHOTHER ITEMS.

Limitations of Liability. YOU AGREE THAT THE LIABILITY (a) UNDER NO CIRCUMSTANCES (I) WILL HORIZON OR ANY OF AVIDITS PARENTS, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OR VENDORS (OR ANY OFFICERS, DIRECTORS, SHAREHOLDERSEMPLOYEES OR AGENTS OF THE PARTIES, EMPLOYEESOR ITS PARENTS, AGENTSAFFILIATES OR VENDORS) BE LIABLE FOR ANY INDIRECT, REPRESENTATIVESINCIDENTAL, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLYCONSEQUENTIAL, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY SPECIAL OR EXEMPLARY DAMAGE OR LOSS SHALL BE LIMITED TO THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID SUFFERED OR INCURRED BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIMCUSTOMER, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID THE FORM OF ACTION, OR ANY AVID PARTY WAS LIABLE FOR THE HARMLOSS OF REVENUE, DAMAGESPROFITS OR BUSINESS, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTIONANTICIPATED SAVINGS, LOSS OF PROFITSGOODWILL OR REPUTATION, PERSONAL INJURY COSTS OF DELAY, LOST OR DEATHDAMAGED DATA, OR THE INCURRING OF LIABILITY FOR LOSS OR DAMAGE OF ANY NATURE WHATSOEVER, ALL WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE), REGARDLESS OF WHETHER IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (II) WILL HORIZON'S TOTAL AGGREGATE LIABILITY TO CUSTOMER UNDER THIS AGREEMENT EXCEED THE GREATER OF THE AGGREGATE COMPENSATION HORIZON RECEIVED FOR PROVIDING THE TRANSACTION SERVICES TO CUSTOMER DURING THE SIX (6) MONTHS PRECEDING THE DATE ON WHICH THE CLAIM AROSE. NOTHING IN THIS AGREEMENT SHALL BE DEEMED TO EXCLUDE OR LIMIT LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED AS A MATTER OF LAW.

Limitations of Liability. YOU AGREE THAT THE LIABILITY OF AVID, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED TO THE LESSER EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY LOST PROFITS, GOODWILL, OR REVENUES OR FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, COVER, BUSINESS INTERRUPTION, OR PUNITIVE DAMAGES IN CONNECTION WITH ANY CLAIM OF (a) ANY NATURE, WHETHER IN CONTRACT, TORT, OR UNDER ANY THEORY OF LIABILITY, ARISING UNDER THIS AGREEMENT, EVEN IF A PARTY HAS BEEN GIVEN ADVANCE NOTICE OF SUCH POSSIBLE DAMAGES OR IF A PARTY’S REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. TO THE TOTAL AMOUNT OF TRANSACTION EXTENT PERMITTED BY LAW, EACH PARTY’S ENTIRE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE FEES PAID BY YOU CUSTOMER TO AVID IN BRANDFOLDER UNDER THIS AGREEMENT FOR THE SERVICES GIVING RISE TO THE LIABILITY DURING THE TWELVE MONTH PERIOD PRECEDING (12) MONTHS PRIOR TO THE INITIAL NOTICE DATE ON WHICH THE LIABILITY AROSE. THE EXISTENCE OF ANY CLAIM, MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. THE FOREGOING EXCLUSIONS AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY LIMITS IN THIS SECTION 9 SHALL NOT APPLY TO LIABILITY OR OBLIGATIONS ARISING UNDER SECTIONS 1.2 (iRESTRICTIONS) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID 8 (INDEMNIFICATION), INFRINGEMENT OR MISAPPROPRIATION BY A PARTY CAUSED OF THE HARMOTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, DAMAGES, INJURY OR LOSS CUSTOMER’S OBLIGATION TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY PAY FOR SERVICES OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATHTAXES UNDER THIS AGREEMENT.

Limitations of Liability. YOU AGREE THAT THE LIABILITY OF AVID, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED TO THE LESSER MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY IS LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, FOR BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE OR STRICT LIABILITY), OR FOR INTERRUPTED COMMUNICATIONS, LOSS OF USE, LOST BUSINESS, LOST DATA OR LOST PROFITS (a) EVEN IF SUCH PARTY WAS ADVISED OF THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE POSSIBILITY OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00OF THE FOREGOING), AND ARISING OUT OF OR IN CONNECTION WITH THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR AGREEMENT. THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION FOREGOING EXCLUSION OF LIABILITY IN THIS SECTION SHALL WILL NOT APPLY TO (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARMCLIENT’S INDEMNIFICATION OBLIGATIONS, DAMAGES, INJURY OR LOSS TO YOU, AND INCLUDING ANY AMOUNTS PAYABLE IN CONNECTION THEREWITH; (ii) CLIENT’S CONFIDENTIALITY OBLIGATIONS; AND (iii) CLIENT’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. TO ALL HARMTHE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DAMAGESUNDER NO CIRCUMSTANCES WILL WRAL DIGITAL’S CUMULATIVE, INJURY AGGREGATE LIABILITY TO CLIENT OR LOSS INCURRED INCLUDING ACTUALANY THIRD PARTY EXCEED THE NET AMOUNTS RECEIVED BY WRAL DIGITAL HEREUNDER DURING THE 12-MONTH PERIOD IMMEDIATELY PRIOR TO THE INCIDENT GIVING RISE TO SUCH LIABILITY. IN LIEU OF REFUND, DIRECTWRAL DIGITAL WILL BE PERMITTED, INCIDENTAL OR CONSEQUENTIAL DAMAGESIN ITS SOLE DISCRETION, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTIONCAUSE THE PLACEMENT OF “MAKE- GOOD” ADVERTISING, LOSS PROVIDED THAT, SUCH “MAKE-GOOD” ADVERTISING IS PROVIDED WITHIN A REASONABLE PERIOD OF PROFITS, PERSONAL INJURY OR DEATHTIME AFTER THE LIABILITY HAS ACCRUED.

Limitations of Liability. YOU AGREE THAT TO THE MAXIMUM EXTENT PERMITTED BY TENNESSEE STATE LAW, IN NO EVENT WILL BLACKBOARD OR ITS LICENSORS BE LIABLE TO CUSTOMER FOR ANY OF THE FOLLOWING TYPES OF LOSS OR DAMAGE ARISING IN ANY WAY OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OFFERINGS, WHETHER OR NOT BLACKBOARD WAS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE:(A) ANY LOSS OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES). TO THE MAXIMUM EXTENT ALLOWED BY TENNESSEE STATE LAW, EXCEPT FOR THE INDEMNITY SET FORTH IN SECTION 8.1, IN NO EVENT SHALL BLACKBOARD OR ITS LICENSORS‟ CUMULATIVE LIABILITY OF AVID, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARMCLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, DAMAGESREGARDLESS OF THE NATURE OF THE CLAIM, INJURY OR LOSS SHALL BE LIMITED TO EXCEED THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION TWO (2) TIMES THE CURRENT ANNUAL FEES PAID BY YOU TO AVID IN CUSTOMER UNDER THIS AGREEMENT FOR THE AFFECTED OFFERING DURING THE TWELVE MONTH (12)-MONTH PERIOD PRECEDING IMMEDIATELY PRIOR TO THE INITIAL NOTICE OF ANY CLAIMEVENT, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND ACT OR OMISSION GIVING RISE TO SUCH LIABILITY. THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID AGREEMENT HAVE BEEN BREACHED OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATHHAVE PROVEN INEFFECTIVE.

Limitations of Liability. YOU AGREE THAT NEITHER PARTY WILL BE LIABLE OR OBLIGATED TO THE OTHER PARTY UNDER THIS AGREEMENT FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, RELIANCE OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA OR USE, REGARDLESS OF THE LEGAL THEORY UPON WHICH SUCH CLAIM IS BASED, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, (A) IN NO EVENT WILL PINGMD’S TOTAL CUMULATIVE LIABILITY OF AVID, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARMOF PINGMD’S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT EXCEED ONE HUNDRED THOUSAND DOLLARS ($100,000), DAMAGESAND (B) IN NO EVENT WILL PINGMD’S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT FROM ALL OTHER CAUSES OF ACTION OF ANY KIND, INJURY OR LOSS SHALL BE LIMITED TO INCLUDING TORT, CONTRACT, NEGLIGENCE AND STRICT LIABILITY, EXCEED THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (bI) TEN THOUSAND DOLLARS ($10,000.00US$10,000); OR (II) THE CUMULATIVE FEES PAID BY CLIENT TO PINGMD DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. The Parties agree that the foregoing limitations of liability are essential elements of the bargain and that in the absence of such limitations, AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATHthe financial and other terms of this Agreement would be substantially different.

Limitations of Liability. YOU AGREE THAT EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS SECTION, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THE AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER EITHER PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS SECTION, IN NO EVENT WILL THE AGGREGATE LIABILITY OF AVID, ITS AFFILIATES AND EACH DEBTBOOK ARISING OUT OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED RELATED TO THE LESSER AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (a) INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNT OF TRANSACTION FEES AMOUNTS PAID BY YOU TO AVID DEBTBOOK UNDER THE AGREEMENT IN THE TWELVE 12-MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY EVENT GIVING RISE TO THE CLAIM, . THE EXCLUSIONS AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY LIMITATIONS IN THIS SECTION SHALL DO NOT APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) CLAIMS PURSUANT TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATHSECTION 8.

Limitations of Liability. YOU AGREE THAT TO THE LIABILITY FULLEST EXTENT ALLOWED BY LAW, INTUIT SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR EXEMPLARY DAMAGES ARISING OUT OF AVID, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELYOR IN ANY WAY CONNECTED WITH THIS AGREEMENT, THE “AVID PARTIES”) TO YOU PROGRAM OR THE PRODUCTS, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR ALL HARMLOST PROFITS, DAMAGESLOSS OF USE, INJURY LOST DATA OR LOSS SHALL BE LIMITED TO THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES ANY DAMAGES OR SUMS PAID BY YOU Member TO AVID IN THIRD PARTIES, EVEN IF INTUIT HAS BEEN ADVISED OF THE TWELVE MONTH PERIOD PRECEDING POSSIBILITY OF SUCH DAMAGES. THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE FOREGOING LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT WHETHER SUCH CLAIM IS DETERMINED THAT AVID BASED UPON BREACH OF CONTRACT, WARRANTY OR AN AVID PARTY CAUSED ANY STATUTORY DUTY, NEGLIGENCE OR OTHER TORT, PRINCIPLES OF INDEMNITY OR CONTRIBUTION, THE HARMFAILURE OF ANY LIMITED OR EXCLUSIVE REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OTHERWISE. SINCE SOME STATES DO NOT ALLOW THE EXCLUSION OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR LIMITATION OF CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE THIS LIMITATION MAY NOT APPLY TO MEMBERS. INTUIT’S TOTAL LIABILITY FOR ALL DAMAGES, ALLEGED DAMAGES, AND LOSSES DUE TO BUSINESS INTERRUPTIONHEREUNDER, LOSS OF PROFITS(WHETHER BASED IN CONTRACT, PERSONAL INJURY TORT (INCLUDING NEGLIGENCE), OR DEATHOTHERWISE) SHALL NOT EXCEED THE AMOUNTS RECEIVED BY INTUIT UNDER THIS AGREEMENT OR FIVE HUNDRED ($500) DOLLARS.

Limitations of Liability. YOU AGREE THAT IN NO EVENT WILL SYSDIG (OR ANY OF ITS AGENTS, AFFILIATES, LICENSORS OR SUPPLIERS) BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR ERROR OR INTERRUPTION OF USE, LOSS OR INACCURACY OR CORRUPTION OF DATA, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SERVICES OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT, THE DELAY OR INABILITY TO USE THE SERVICES OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE ARISING FROM THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF SYSDIG HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. THE TOTAL LIABILITY OF AVIDSYSDIG, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERSWHETHER BASED IN CONTRACT, DIRECTORSTORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), SHAREHOLDERSOR OTHERWISE, EMPLOYEESWILL NOT EXCEED, AGENTSIN THE AGGREGATE, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED TO THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID ONE THOUSAND DOLLARS, OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) THE FEES PAID TO ALL HARM, DAMAGES, INJURY SYSDIG HEREUNDER IN THE THREE MONTH PERIOD ENDING ON THE DATE THAT A CLAIM OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS DEMAND IS FIRST ASSERTED. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF PROFITS, PERSONAL INJURY OR DEATHESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Limitations of Liability. YOU AGREE THAT (a) Subject to Section 7(d), EXCEPT AS MAY OTHERWISE BE EXPRESSLY PROVIDED IN THIS AGREEMENT OR EXCEPT TO THE EXTENT OTHERWISE PROHIBITED BY LAW, UNDER NO CIRCUMSTANCES SHALL ETI BE LIABLE TO CUSTOMER FOR INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS) RELATED TO THIS AGREEMENT OR RESULTING FROM CUSTOMER’S USE OR INABILITY TO USE THE SOFTWARE, ETI SOLUTIONS OR MSE, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER, INCLUDING CONTRACT, WARRANTY, STRICT LIABILITY OR NEGLIGENCE, EVEN IF ETI HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. (b) IN NO EVENT WILL ETI BE LIABLE FOR ANY CLAIM AGAINST CUSTOMER BY ANY END USER OR THIRD PARTY. (c) Subject to Section 7(d), THE LIABILITY OF AVID, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, ETI UNDER THIS AGREEMENT SHALL NOT EXCEED THE “AVID PARTIES”) AMOUNT RECEIVED BY ETI FROM CUSTOMER DURING THE 12 MONTHS PRIOR TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED SUCH CLAIM PURSUANT TO THE LESSER OF ORDER FORM OR SOW FOR THE ETI SOLUTION OR MSE GIVING RISE TO SUCH CLAIM. (ad) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND Nothing in the above subclauses or otherwise in this Agreement excludes or limits the liability of ETI for damages which arise under or relate to Section 5 (b) TEN THOUSAND DOLLARS ($10,000.00Confidentiality), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARMSection 6 (Proprietary Rights and Ownership), DAMAGESSection 9 (Indemnification), INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARMdeath or personal injury, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATHgross negligence or intentional misconduct or for any other liability which may not be excluded or limited by applicable law.

Limitations of Liability. YOU AGREE THAT THE LIABILITY OF AVIDNOTWITHSTANDING ANY PROVISION IN THIS AGREEMENT, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) ANY PURCHASE ORDER OR ANY DOCUMENT RELATED TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED THIS AGREEMENT TO THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY CONTRARY: (i) VENDOR (OR ITS AFFILIATES) SHALL NOT BE LIABLE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES, FOR LOST PROFITS, FOR THE PROCUREMENT OF SUBSTITUTE SERVICES OR FOR LOSS OF DATA, GOODWILL OR ANY OTHER DAMAGE TO INTANGIBLE PERSONAL PROPERTY, WHETHER INCURRED OR SUFFERED AS A RESULT OF UNAVAILABILITY OF THE SOFTWARE SERVICE OR OTHERWISE OR, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF IT IS DETERMINED THAT AVID VENDOR OR AN AVID PARTY CAUSED ITS AFFILIATES HAVE BEEN ADVISED OF THE HARM, POSSIBILITY OF SUCH DAMAGES, INJURY OR LOSS TO YOU, ; AND (ii) , IN NO EVENT SHALL VENDOR’S AGGREGATE LIABILITY HEREUNDER, FOR ANY CAUSE ARISING OUT OF OR RELATED TO VENDOR'S PERFORMANCE OR NON-PERFORMANCE UNDER THIS AGREEMENT, OR OTHERWISE, EXCEED THE AMOUNT OF THE FEES PAID OR PAYABLE HEREUNDER TO VENDOR IN THE TWO MONTHS (2) PERIOD PRIOR TO THE TIME IN WHICH THE DIRECT DAMAGES ARE INCURRED. THIS LIMITATION SHALL APPLY TO ALL HARMCAUSES OF ACTION OR CLAIMS IN THE AGGREGATE, DAMAGESINCLUDING WITHOUT LIMITATION, INJURY OR LOSS INCURRED INCLUDING ACTUALBREACH OF CONTRACT, DIRECTBREACH OF WARRANTY, INCIDENTAL OR CONSEQUENTIAL DAMAGESNEGLIGENCE, PROPERTY DAMAGE STRICT LIABILITY, MISREPRESENTATION AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OTHER TORTS. THIS LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF PROFITS, PERSONAL INJURY OR DEATHESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Limitations of Liability. YOU AGREE THAT EXCEPT (A) AS TO THE OBLIGATIONS OF THE PARTIES UNDER SECTIONS 8, (B) FOR LIABILITY ARISING OUT OF AVIDBREACHES OF SECTION 6 AND (C) ANY MISUSE OR MISAPPROPRIATION OF A PARTY'S INTELLECTUAL PROPERTY RIGHTS BY THE OTHER PARTY HERETO, TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, STATUTORY OR CONSEQUENTIAL DAMAGES (INCLUDING LOST REVENUE OR PROFITS) RESULTING FROM, ARISING OUT OF, OR RELATED TO ITS AFFILIATES PERFORMANCE OR FAILURE TO PERFORM ANY OF ITS OBLIGATIONS UNDER, OR BREACH OF, THIS AGREEMENT, WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED, KNEW, OR SHOULD HAVE KNOWN, OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT (A) AS TO THE OBLIGATIONS OF THE PARTIES UNDER SECTIONS 8, (B) FOR LIABILITY ARISING OUT OF BREACHES OF SECTION 6 AND (C) ANY MISUSE OR MISAPPROPRIATION OF A PARTY'S INTELLECTUAL PROPERTY RIGHTS BY THE OTHER PARTY HERETO, EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU 'S LIABILITY FOR ALL HARM, DAMAGES, INJURY OR LOSS DAMAGES SHALL BE LIMITED TO THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU DUE AND PAYABLE TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND VENDOR UNDER THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATHAGREEMENT.

Limitations of Liability. YOU AGREE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ACT BE LIABLE FOR LOSS OF, OR DAMAGE TO THE CORD BLOOD OR CORD TISSUE OR STEM CELLS (EXCEPT TO THE LIMITED EXTENT DIRECTLY DUE TO ACT’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES PROVIDED HEREUNDER, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCTS LIABILITY, OR OTHERWISE, EVEN IF ACT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ACT’S AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES PROVIDED HEREUNDER, WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENTS TO ACT HEREUNDER DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE OF THE EVENT GIVING RISE TO SUCH LIABILITY. THIS LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. BECAUSE SOME JURISDICTIONS LIMIT OR DO NOT ALLOW CERTAIN EXCLUSIONS OR LIMITATIONS OF WARRANTIES OR LIABILITY, SECTIONS 20 AND 21 MAY NOT PARTIALLY OR ENTIRELY APPLY TO CLIENT. TO THE EXTENT THAT THE ANY SUCH LIMITATION OR EXCLUSION OF LIABILITY OF AVIDOR WARRANTY IS CIRCUMSCRIBED, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS IT SHALL BE LIMITED TO THE LESSER LEAST EXTENT POSSIBLE UNDER APPLICABLE LAW. THE CLIENT ACKNOWLEDGES THAT ACT’S WILLINGNESS TO PROVIDE THE SERVICES AT THE PRICES SET FORTH HEREIN ARE BASED IN SIGNIFICANT PART UPON THE EXCLUSIONS OF (a) WARRANTIES AND THE TOTAL AMOUNT LIMITATIONS AND EXCLUSIONS OF TRANSACTION FEES PAID LIABILITY SET FORTH IN THIS AGREEMENT. FURTHER, CLIENTS ACKNOWLEDGE THAT NO LIABILITY SHALL BE INCURRED BY YOU TO AVID ACT IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE EVENT THAT PERFORMANCE OF ANY CLAIMPROMISES UNDER THIS AGREEMENT IS PROHIBITED BY LAW, AND (b) TEN THOUSAND DOLLARS ($10,000.00)REGULATION, AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATHCOURT ORDER.

Limitations of Liability. YOU AGREE THAT THE LIABILITY (a) EXCEPT WITH RESPECT TO YOUR BREACH OF AVIDSECTION 8 (OWNERSHIP AND LIMITED LICENSE), IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES AND EACH OF AFFILIATES, OR ITS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERSAGENTS, EMPLOYEES, AGENTSTHIRD-PARTY CONTRACTORS, REPRESENTATIVESTHIRD- PARTY LICENSORS, ASSIGNS OR SUCCESSORS, BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, NOR FROM ANY DAMAGES ARISING FROM DELAY; LOSS OF GOODWILL; LOSS OF OR DAMAGE TO DATA; INTERRUPTION IN USE OR AVAILABILITY OF DATA; LOSS OF USE OF MONEY OR USE OF PRODUCTS; LOST PROFITS, REVENUE, OR SAVINGS (ACTUAL OR ANTICIPATED); OR OTHER ECONOMIC LOSS ENSUING FROM OR IN CONNECTION WITH OUR PLATFORM, OUR TECHNOLOGY, OR THIS AGREEMENT. (b) EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, YOU AGREE THAT YOUR SOLE AND SUCCESSORS-IN-INTEREST (INDIVIDUALLYEXCLUSIVE REMEDY FOR ANY CLAIMS ARISING IN CONNECTION WITH ANY BREACH BY US OF THE AGREEMENT IS TO DISCONTINUE USING THE PLATFORM. IN THE EVENT THAT A COURT DETERMINES THAT THE PRECEDING SENTENCE IS UNENFORCEABLE, AN “AVID PARTY” AND COLLECTIVELYOR AS OTHERWISE ALLOWED BY LAW, THE “AVID PARTIES”) TO YOU OUR AGGREGATE LIABILITY FOR ALL HARM, DAMAGES, INJURY CLAIMS ARISING IN CONNECTION WITH ANY BREACH OF THIS AGREEMENT WILL NOT EXCEED THE SUM OF ALL AMOUNTS PAID OR LOSS SHALL BE LIMITED TO THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID PAYABLE BY YOU TO AVID JORNAYA IN THE TWELVE MONTH PERIOD PRECEDING (12) MONTHS PRIOR TO THE INITIAL NOTICE OF ANY CLAIMTIME A CLAIM IS BROUGHT. (c) Unless otherwise allowed by law, AND you and Jornaya agree that any cause of action arising out of or related to our Platform, Our Technology, or this Agreement must commence within one (b1) TEN THOUSAND DOLLARS year after the cause of action accrues; otherwise, such cause of action is permanently barred. ($10,000.00d) You expressly waive and release any and all rights and benefits under Section 1542 of the Civil Code of the State of California (or any analogous law of any other state), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS which reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR EXECUTING THE HARMRELEASE, DAMAGESWHICH, INJURY OR LOSS. YOU FURTHER AGREE THAT IF KNOWN BY HIM, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE LIMITATION DEBTOR.” (e) THE LIMITATIONS OF LIABILITY IN UNDER THIS SECTION SHALL APPLY REGARDLESS OF WHETHER A CLAIM OR LIABILITY ARISES IN CONTRACT, EQUITY, TORT, OR OTHERWISE (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARMINCLUDING BREACH OF WARRANTY, DAMAGES, INJURY OR LOSS TO YOUNEGLIGENCE, AND STRICT LIABILITY IN TORT); REGARDLESS OF WHETHER JORNAYA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM OR LIABILITY; AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED UNDER THIS AGREEMENT. (iif) TO ALL HARMSome jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain types of damages. Accordingly, DAMAGESsome of the above limitations and disclaimers may not apply to you. To the extent that we may not, INJURY OR LOSS INCURRED INCLUDING ACTUALas a matter of applicable law, DIRECTdisclaim any warranty or limit our liabilities, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATHthe scope and duration of such warranty and the extent of our liability will be the minimum permitted under such applicable law.

Limitations of Liability. YOU AGREE THE FOLLOWING LIMITATIONS SHALL NOT APPLY TO ANY CLAIM THAT (A) IS SUBJECT TO INDEMNIFICATION UNDER SECTION 6 ABOVE, (B) ARISES OUT OF A BREACH OF CONFIDENTIALITY, OR (C) ARISES OUT OF GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD: IN NO EVENT SHALL EITHER PARTY, OR RETAILERS, OR THEIR AFFILIATES, BE LIABLE TO ANY PARTY TO THIS AGREEMENT, RETAILERS, OR ANY OF THE AFFILIATES OF ANY OF THEM, OR ANY THIRD PARTY, WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE, FOR (1) ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (EVEN IF SUCH DAMAGES ARE FORESEEABLE, AND WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING FROM OR RELATING TO THIS AGREEMENT; OR (2) ANY DIRECT DAMAGES, OTHER THAN THE PAYMENT OF AMOUNTS DUE BY SAFEWAY UNDER EXHIBIT A, ARISING FROM OR RELATING TO THIS AGREEMENT TO THE EXTENT THAT THE LIABILITY OF AVID, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED TO THE LESSER OF (a) THE TOTAL AGGREGATE AMOUNT OF TRANSACTION FEES PAID SUCH DAMAGES EXCEEDS THE AGGREGATE AMOUNT ACTUALLY EARNED BY YOU TO AVID BLACKHAWK HEREUNDER AS COMMISSIONS IN THE TWELVE MONTH PERIOD PRECEDING (12) MONTHS BEFORE THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATHDATE SUCH CLAIM AROSE.

Limitations of Liability. YOU AGREE THAT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF AVIDrf IDEAS AND ITS SUPPLIERS FOR ALL DIRECT DAMAGES RELATING TO OR ARISING FROM THIS AGREEMENT, ITS AFFILIATES INCLUDING, WITHOUT LIMITATION, CONTRACT DAMAGES AND EACH DAMAGES FOR INJURIES TO PERSONS OR PROPERTY, WHETHER ARISING FROM rf IDEAS’ BREACH OF THEIR RESPECTIVE OFFICERSTHIS AGREEMENT, DIRECTORSBREACH OF WARRANTY, SHAREHOLDERSNEGLIGENCE (WHETHER ACTIVE, EMPLOYEESAFFIRMATIVE OR GROSS), AGENTSSTRICT LIABILITY, REPRESENTATIVESOR OTHER TORT WITH RESPECT TO THE PRODUCTS, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLYOR ANY SERVICE PROVIDED IN CONNECTION WITH THE PRODUCTS OR OTHERWISE, AN “AVID PARTY” AND COLLECTIVELY, SHALL IN NO EVENT EXCEED THE “AVID PARTIES”) TO AMOUNT rf IDEAS RECEIVED FROM YOU FOR ALL HARM, DAMAGES, INJURY THE PARTICULAR PRODUCT OR SERVICE GIVING RISE TO THE LIABILITY. rf IDEAS WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY DAMAGE OR LOSS RESULTING FROM THE OPERATION OR PERFORMANCE OF ANY THIRD PARTY PRODUCT OR ANY SYSTEMS IN WHICH AN rf IDEAS PRODUCT IS INCORPORATED. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL rf IDEAS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE LESSER LOSS OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE, DATA OR OTHER ECONOMIC ADVANTAGE AND ANY CLAIMNON-ECONOMIC LOSSES, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT THE LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ON WHICH ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) SUCH DAMAGES MAY BE BASED AND EVEN IF IT IS DETERMINED THAT AVID OR AN AVID A PARTY CAUSED HAS BEEN ADVISED IN ADVANCE OF THE HARM, POSSIBILITY OF SUCH DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATH. These limitations shall apply notwithstanding the failure of the essential purpose of any limited remedy specified herein.

Limitations of Liability. YOU AGREE THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO ------------------------ EVENT WILL BLACKBOARD OR ITS LICENSORS BE LIABLE TO DEVELOPER OR ITS CUSTOMERS FOR ANY OF THE FOLLOWING TYPES OF LOSS OR DAMAGE ARISING IN ANY WAY OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SOFTWARE, WHETHER OR NOT BLACKBOARD WAS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE: (A) ANY LOSS OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA; OR (C) ANY INCIDENTAL INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES). IN NO EVENT SHALL BLACKBOARD'S CUMULATIVE LIABILITY OF AVID, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARMCLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, DAMAGESREGARDLESS OF THE NATURE OF THE CLAIM, INJURY OR LOSS SHALL BE LIMITED TO EXCEED THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU DEVELOPER UNDER THIS AGREEMENT FOR THE PARTICULAR SOFTWARE WITH RESPECT TO AVID IN WHICH THE RELEVANT CLAIM AROSE DURING THE TWELVE MONTH (12)-MONTH PERIOD PRECEDING IMMEDIATELY PRIOR TO THE INITIAL NOTICE OF ANY CLAIMEVENT, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND ACT OR OMISSION GIVING RISE TO SUCH LIABILITY. THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID AGREEMENT HAVE BEEN BREACHED OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATH.HAVE PROVEN INEFFECTIVE. 10.3

Limitations of Liability. YOU AGREE THAT TO THE EXTENT PERMITTED BY LAW, THE TOTAL, CUMULATIVE LIABILITY OF AVIDEACH PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PRODUCTS OR SERVICES PROVIDED HEREUNDER WHETHER BASED ON CONTRACT, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERSTORT 8.1. 責任の制限 法律で許容される限度において、本契約もしくは本契約の下で提供される製品、サービスに基づくものであるか、不法行為もしくはその他の法的もしくは衡平法上の根拠に基づくものであるかに関わらず、本契約または本契約に基づき提供されるサービスから生じる、またはそれに関連する累積で (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL OR EQUITABLE THEORY, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED TO THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES AMOUNTS PAID BY YOU CUSTOMER FOR THE PRODUCTS OR SERVICES GIVING RISE TO AVID IN THE CLAIM DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE INITIAL NOTICE FIRST EVENT GIVING RISE TO LIABILITY. THE EXISTENCE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND MORE THAN ONE CLAIM SHALL NOT ENLARGE THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR LIMIT. THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO: (1) CUSTOMER’S OBLIGATION TO PAY FOR PRODUCTS, SERVICES OR TAXES; (2) A PARTY’S OBLIGATIONS IN THIS SECTION SHALL APPLY 7 (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, INDEMNIFICATION); AND (ii3) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INFRINGEMENT BY A PARTY OF THE OTHER PARTY’S INTELLECTUAL PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATH.RIGHTS. の責任総額は、責任発生原因の最初の出来事に先立つ 12 ヵ月間に顧客が当該請求を引き起こした製品またはサービスに対して支払った金額に限定されるものとします。複数の請求が存在しても、この限度額が拡大されることはありません。上記責任の制限は、(1)顧客の製品、サービスもしくは税に対する支払義務、(2)本契約 7 条（補償）に規定される当事者の補償義務、および(3) 一方当事者による他方当事者の知的財産権に対する侵害には適用されないものとします。

Limitations of Liability. YOU AGREE THAT THE LIABILITY OF AVID, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED TO THE LESSER OF (a) AS PERMITTED BY LAW AND SUBJECT TO SECTION 9(b) BELOW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF DATA, REVENUE, OR PROFITS), WHETHER FORESEEABLE OR UNFORESEEABLE, ARISING OUT OF THIS AGREEMENT REGARDLESS OF WHETHER THE LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY, BREACH OF WARRANTIES, OR OTHERWISE, AND EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. ADDITIONALLY, NEITHER PARTY’S TOTAL AMOUNT OF TRANSACTION AGGREGATE LIABILITY TO THE OTHER PARTY WILL EXCEED THE GREATER OF (1) $2,000,000 USD OR THE EQUIVALENT IN LOCAL CURRENCY, OR (2) THE ACTUAL FEES PAID BY YOU TO AVID MICROSOFT IN THE TWELVE 12-MONTH PERIOD PRECEDING PRIOR TO THE INITIAL NOTICE OF ANY CLAIM, AND DATE THE CLAIM AROSE. (b) TEN THOUSAND DOLLARS THE LIMITATIONS ON LIABILITY IN SECTION 9(a) DO NOT APPLY TO LIABILITY ARISING FROM ($10,000.00)1) A PARTY’S DUTY TO INDEMNIFY THE OTHER UNDER THIS AGREEMENT, (2) A BREACH OF A PARTY’S CONFIDENTIALITY, PRIVACY, DATA PROTECTION, AND PUBLICITY OBLIGATIONS UNDER THIS SHALL BE YOUR ONLY REMEDY REGARDLESS AGREEMENT, (3) INFRINGEMENT, MISUSE, OR MISAPPROPRIATION OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID IP RIGHTS IN CONNECTION WITH THIS AGREEMENT, OR (4) WILLFUL MISCONDUCT OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATHFRAUD.

Limitations of Liability. YOU AGREE THAT TO THE EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY LOST PROFITS, GOOD WILL OR REVENUE OR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, COVERAGE, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES IN RESPECT OF ANY CLAIM OF ANY NATURE, WHETHER IN CONTRACT, OFFENSE OR UNDER ANY THEORY OF LIABILITY, ARISING OUT OF THIS CONTRACT, EVEN IF A PARTY HAS BEEN GIVEN NOTICE OF SUCH POSSIBLE DAMAGES OR IF THE REMEDY OF A PARTY OTHERWISE FAILS FOR ITS ESSENTIAL PURPOSE. TO THE EXTENT PERMITTED BY LAW, ALL LIABILITY OF AVID, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED TO THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU THE CUSTOMER TO AVID IN SMARTSHEET UNDER THIS CONTRACT FOR THE SERVICES THAT GIVE RISE TO LIABILITIES DURING THE TWELVE MONTH PERIOD PRECEDING (12) MONTHS PRIOR TO THE INITIAL NOTICE DATE ON WHICH THE LIABILITY AROSE. THE EXISTENCE OF ANY CLAIM, MORE THAN ONE CLAIM WILL NOT EXTEND THIS LIMIT. THE EXCLUSIONS AND LIMITS OF LIABILITY PRIOR TO THIS SECTION 9 SHALL NOT APPLY TO DAMAGES OR LIABILITIES ARISING FROM CLAIMS OR OBLIGATIONS ARISING FROM SECTIONS 1.2 (bRESTRICTIONS) TEN THOUSAND DOLLARS OR 8 ($10,000.00INDEMNIFICATION), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS INFRACTION OR MISAPPROPRIATION BY A PARTY OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID THE INTELLECTUAL PROPERTY RIGHTS OF THE OTHER PARTY, OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATH.THE

Limitations of Liability. YOU AGREE THAT TO THE LIABILITY OF AVIDMAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, SHAREHOLDERSREPRESENTATIVES OR ITS AFFILIATES (FOR PURPOSES OF THIS SECTION ONLY “PANTHEON,” ON THE ONE HAND, EMPLOYEESAND “SUBSCRIBER,” ON THE OTHER), AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED LIABLE TO THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OTHER PARTY OR ANY AVID THIRD PARTY WAS LIABLE FOR THE HARMANY INDIRECT, DAMAGESSPECIAL, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECTPUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGESDAMAGES WHATSOEVER ARISING OUT OF THIS AGREEMENT, PROPERTY DAMAGE AND LOSSES DUE INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF PROFITSBUSINESS INFORMATION, PERSONAL INJURY OR DEATHANY OTHER PECUNIARY LOSS. THIS LIMITATION APPLIES EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY AND THE MAXIMUM AGGREGATE AMOUNT WHICH MAY BE AWARDED TO AND COLLECTED BY THE OTHER PARTY WITH RESPECT TO CLAIMS UNDER THIS AGREEMENT SHALL NOT EXCEED TWELVE (12) MONTHS OF FEES FOR SERVICES UNDER THE APPLICABLE ORDER FORM FROM WHICH THE FIRST CLAIM AROSE.

Limitations of Liability. YOU AGREE THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW AND EXCEPT FOR EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, TORT OR CONSEQUENTIAL DAMAGES (INCLUDING ANY DAMAGES RESULTING FROM LOSS OF USE, LOSS OF OR DAMAGE TO SOFTWARE OR DATA, LOSS OF PROFITS OR LOSS OF BUSINESS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES FURNISHED HEREUNDER, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT FOR ANY CLAIM TO THE EXTENT ARISING FROM OR IN CONNECTION WITH EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR EITHER PARTY’S INDEMNIFICATION OBLIGATIONS PURSUANT TO SECTION 9 ABOVE, OR PERSONAL INJURY, DEATH OR DAMAGE TO TANGIBLE PROPERTY, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF AVID, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST EITHER PARTY HEREUNDER EXCEED (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELYI) EXCEPT AS PROVIDED IN (II) BELOW, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED TO TOTAL OF THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID AND PAYABLE BY YOU CUSTOMER TO AVID IN CYBERARK FOR THE TWELVE MONTH PERIOD PRECEDING THEN CURRENT SUBSCRIPTION TERM UNDER THE ORDER TO WHICH THE INITIAL NOTICE OF ANY CLAIM, AND CLAIM RELATES (b) TEN THOUSAND DOLLARS ($10,000.00THE “AGGREGATE FEES”), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OR (II) SOLELY FOR DAMAGES RESULTING FROM A PARTY’S BREACH OF WHAT LEGAL THEORY IS USED ITS CONFIDENTIALITY OBLIGATIONS PURSUANT TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR SECTION 7, THREE (3) TIMES THE HARM, DAMAGES, INJURY OR LOSSAGGREGATE FEES. YOU FURTHER AGREE THAT THE LIMITATION LIMITATIONS OF LIABILITY IN THIS SECTION SHALL PARAGRAPH APPLY WHETHER SUCH LIABILITY ARISES IN CONTRACT, TORT (i) EVEN IF IT IS DETERMINED THAT AVID INCLUDING NEGLIGENCE), UNDER STATUTE OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATHOTHERWISE.

Limitations of Liability. YOU AGREE THAT THE LIABILITY OF AVID, SELLER PARENT AND ITS AFFILIATES SHALL HAVE NO LIABILITY TO BUYER AND EACH ITS AFFILIATES WITH RESPECT TO THE PROVISION OF THEIR RESPECTIVE OFFICERSSERVICES, DIRECTORSOTHER THAN IN RESPECT OF ACTS OR OMISSIONS OF SELLER PARENT OR ITS AFFILIATES IN CONNECTION WITH THE PROVISION OF SERVICES THAT CONSTITUTE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT BY SELLER PARENT OR ITS AFFILIATES. NO PARTY, SHAREHOLDERSNOR ANY STOCKHOLDER, EMPLOYEESOFFICER, AGENTSDIRECTOR, REPRESENTATIVESAGENT, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLYOTHER REPRESENTATIVE, AN “AVID PARTY” AND COLLECTIVELYOR AFFILIATE THEREOF, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED LIABLE TO ANY OTHER PARTY, ANY STOCKHOLDER, OFFICER, DIRECTOR, AGENT, OTHER REPRESENTATIVE, OR AFFILIATE THEREOF OR ANY OTHER THIRD PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, RELIANCE OR PUNITIVE DAMAGES OR LOST OR IMPUTED PROFITS OR OPERATIONAL RISK RELATED LOSSES, IN EACH CASE, ARISING IN CONNECTION WITH THIS AGREEMENT OR ANY ACTS OR OMISSIONS RELATING TO THE LESSER SERVICES, WHETHER LIABILITY IS ASSERTED IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT PRODUCT LIABILITY), INDEMNITY OR CONTRIBUTION, AND IRRESPECTIVE OF (a) WHETHER A PARTY OR ANY AFFILIATE THEREOF HAS BEEN ADVISED OF THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE POSSIBILITY OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID SUCH LOSS OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATHDAMAGE.

Limitations of Liability. YOU AGREE THAT THE LIABILITY OF AVIDNCLUSION AND ITS SUBSIDIARIES AND AFFILIATES, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERSLICENSORS, DIRECTORS, SHAREHOLDERSSERVICE PROVIDERS, EMPLOYEES, AGENTS, REPRESENTATIVESOFFICERS, ASSIGNS AND SUCCESSORS-IN-INTEREST DIRECTORS (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIESRELEASEES”) ), SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND ARISING OUT OF OR RELATED TO YOU THIS AGREEMENT OR THE USE OR INABILITY TO USE THE SITES, ANY SITE CONTENT, OR DOWNLOADED CONTENT, INCLUDING WITHOUT LIMITATION, LOST BUSINESS OR PROFITS, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), EQUITY, BREACH OF CONTRACT, OR OTHERWISE (AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE OR NCLUSION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE). RELEASEES ALSO SHALL NOT HAVE ANY LIABILITY OR RESPONSIBILITY FOR ALL HARMANY ACTS, DAMAGESOMISSIONS, INJURY OR LOSS SHALL CONDUCT OF ANY SITES USER OR OTHER THIRD PARTY. TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF THE RELEASEES EXCEED ONE HUNDRED DOLLARS ($100.00 USD), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE. IF APPLICABLE LAW LIMITS THE APPLICATION OF THE FOREGOING LIMITATION OF LIABILITY, NCLUSION’S LIABILITY WILL BE LIMITED TO THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID MAXIMUM EXTENT PERMITTED BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATHLAW.

Limitations of Liability. YOU AGREE THAT THE LIABILITY OF AVID, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIMITED LIABLE TO THE LESSER OTHER PARTY FOR INDIRECT INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF SUCH DAMAGES ARE FORESEEABLE OR THAT PARTY HAS BEEN ADVISED OR HAS CONSTRUCTIVE KNOWLEDGE OF (a) THE TOTAL AMOUNT POSSIBILITY OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00SUCH DAMAGES), AND ARISING FROM SUCH PARTY'S PERFORMANCE OR NON-PERFORMANCE PURSUANT TO ANY PROVISION OF THIS AGREEMENT OR THE OPERATION OF SUCH PARTY'S SITE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES), SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. IN NO EVENT SHALL EITHER PARTY BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR DAMAGES IN EXCESS OF THE HARMAMOUNT RECEIVED BY SUCH PARTY UNDER THIS AGREEMENT. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, DAMAGESHOWEVER, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY NOT LIMIT EITHER PARTY'S LIABILITY TO THE OTHER FOR (iA) EVEN IF IT IS DETERMINED THAT AVID WILLFUL AND MALICIOUS MISCONDUCT; (B) DIRECT DAMAGES TO REAL OR AN AVID PARTY CAUSED THE HARM, DAMAGES, TANGIBLE PERSONAL PROPERTY; (C) BODILY INJURY OR LOSS TO YOU, AND DEATH CAUSED BY NEGLIGENCE; OR (iiD) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATHINDEMNIFICATION OBLIGATIONS HEREUNDER.

Limitations of Liability. YOU AGREE THAT NEITHER PARTY WILL BE LIABLE FOR ANY LOST PROFITS, GOODWILL, OR REVENUES OR FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, COVER, BUSINESS INTERRUPTION, AGGRAVATED OR PUNITIVE DAMAGES IN CONNECTION WITH ANY CLAIM OF ANY NATURE, WHETHER IN CONTRACT, TORT, OR UNDER ANY THEORY OF LIABILITY, ARISING UNDER THIS AGREEMENT, EVEN IF IT HAS BEEN GIVEN ADVANCE NOTICE OF SUCH POSSIBLE DAMAGES. EACH PARTY’S ENTIRE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE LIABILITY OF AVID, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED TO THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN PITSTOP (OR RESELLER) UNDER THE APPLICABLE ORDER GIVING RISE TO THE LIABILITY DURING THE TWELVE MONTH PERIOD PRECEDING (12) MONTHS PRIOR TO THE INITIAL NOTICE OF ANY CLAIM, DATE ON WHICH THE LIABILITY AROSE. THE FOREGOING EXCLUSIONS AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY LIMITS IN THIS SECTION 7 SHALL NOT APPLY TO DAMAGES OR LIABILITY RESULTING FROM CLAIMS OR OBLIGATIONS ARISING UNDER 11 (i) EVEN IF IT IS DETERMINED THAT AVID Indemnification), OR AN AVID INFRINGEMENT BY A PARTY CAUSED OF THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OTHER PARTY’S INTELLECTUAL PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATHRIGHTS.

Limitations of Liability. YOU AGREE THAT A. THE TOTAL LIABILITY OF AVIDSELLER, INCLUDING ITS AFFILIATES SUBCONTRACTORS OR SUPPLIERS, ON ANY AND EACH ALL CLAIMS WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR INTELLECTUAL PROPERTY INFRINGEMENT) OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM THE PERFORMANCE OR NON-PERFORMANCE OF THEIR RESPECTIVE OFFICERSANY AGREEMENT RESULTING HEREFROM OR FROM THE MANUFACTURE, DIRECTORSSALE, SHAREHOLDERSDELIVERY, EMPLOYEESRESALE, AGENTSREPAIR, REPRESENTATIVESREPLACEMENT OR USE OF ANY EQUIPMENT OR THE FURNISHING OF ANY SERVICE, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, SHALL NOT EXCEED THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED PRICE ALLOCABLE TO THE LESSER EQUIPMENT OR SERVICE WHICH GIVES RISE TO THE CLAIM. EXCEPT AS TO TITLE ANY SUCH LIABILITY SHALL TERMINATE UPON THE EXPIRATION OF (a) THE TOTAL AMOUNT APPLICABLE WARRANTY PERIOD SPECIFIED IN EQUIPMENT SOLD HEREUNDER TO, OR OTHERWISE PERMITS OR SUFFERS USE BY, ANY THIRD PARTY, BUYER SHALL OBTAIN FROM SUCH THIRD PARTY A PROVISION AFFORDING SELLER AND ITS SUBCONTRACTORS AND SUPPLIERS THE PROTECTION OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATHSENTENCE.

Limitations of Liability. YOU AGREE THAT 7.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER OR ANY THIRD PARTY FOR LOST PROFITS OR REVENUE OR FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE, COST OF COVER, SPECIAL, RELIANCE OR EXEMPLARY DAMAGES, OR INDIRECT DAMAGES OF ANY TYPE OR KIND HOWEVER CAUSED, WHETHER FROM BREACH OF WARRANTY, BREACH OR REPUDIATION OF CONTRACT, NEGLIGENCE, OR ANY OTHER LEGAL CAUSE OF ACTION FROM OR IN CONNECTION WITH THIS AGREEMENT (AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). 7.2 EXCEPT WITH REGARD TO AMOUNTS PAYABLE BY CLIENT UNDER THIS AGREEMENT THE MAXIMUM LIABILITY OF AVID, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED EITHER PARTY TO THE LESSER OTHER OR ANY THIRD PARTY WHATSOEVER ARISING OUT OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID OR IN THE TWELVE MONTH PERIOD PRECEDING CONNECTION WITH THIS AGREEMENT, INCLUDING THE INITIAL NOTICE USE OR OTHER DEPLOYMENT OF THE HOSTED SERVICE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIMCLAIM BASED ON BREACH OR REPUDIATION OF CONTRACT, AND (b) TEN THOUSAND DOLLARS ($10,000.00)BREACH OF WARRANTY, AND THIS NEGLIGENCE, TORT, STATUTORY DUTY, OR OTHERWISE, SHALL BE YOUR ONLY REMEDY REGARDLESS IN NO CASE EXCEED THE EQUIVALENT OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE 12 MONTHS IN SUBSCRIPTION FEES FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE HOSTED SERVICE THAT IS THE LIMITATION SUBJECT OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATHCLAIM.

Limitations of Liability. YOU AGREE THAT THE OTHER THAN AS SET FORTH HEREIN, IN NO EVENT WILL CIRCADIANCE BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OF AVIDAND OTHERWISE, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED TO THE LESSER OF ANY: (a) THE TOTAL AMOUNT LOSS OF TRANSACTION FEES PAID BY YOU TO AVID PRODUCTION, USE, BUSINESS, REVENUE OR PROFIT OR DIMINUTION IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND VALUE; (b) TEN THOUSAND DOLLARS IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE SERVICES, ($10,000.00c) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY, OR (d) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. OTHER THAN AS SET FORTH HEREIN, IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF EITHER PARTY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OTHERWISE, EXCEED THE LICENSE FEES RECEIVED BY CIRCADIANCE OR ANY AVID PARTY WAS LIABLE PAID BY SUBSCRIBER FOR THE HARM, DAMAGES, INJURY PRECEEDING ONE YEAR PERIOD. THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR LOSSOTHER REMEDY OF ITS ESSENTIAL PURPOSE. YOU FURTHER AGREE THAT THE FOREGOING LIMITATION OF LIABILITY IN THIS SECTION SHALL DOES NOT APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATHEITHER PARTY’S INDEMNIFICATION OBLIGATIONS HEREIN.

Limitations of Liability. YOU AGREE THE PROGRAM IS OFFERED "AS-IS," "WITH ALL FAULTS," AND "AS AVAILABLE." TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE EXCLUDE ANY IMPLIED WARRANTIES OR CONDITIONS RELATING TO THE PROGRAM AND THE MICROSOFT AZURE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF DATA, REVENUE, AND/OR PROFITS) ARISING OUT OF OR THAT RELATE IN ANY WAY TO THE LIABILITY PROGRAM, THIS AGREEMENT OR ITS PERFORMANCE. THIS EXCLUSION WILL APPLY REGARDLESS OF AVIDTHE LEGAL THEORY UPON WHICH ANY CLAIM FOR SUCH DAMAGES IS BASED, ITS AFFILIATES AND EACH WHETHER THE PARTIES HAD BEEN ADVISED OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, POSSIBILITY OF SUCH DAMAGES, INJURY WHETHER SUCH DAMAGES WERE REASONABLY FORESEEABLE, OR LOSS SHALL BE LIMITED WHETHER APPLICATION OF THE EXCLUSION CAUSES ANY REMEDY TO FAIL OF ITS ESSENTIAL PURPOSE. THIS EXCLUSION WILL NOT APPLY TO (A) COMPANY’S DEFENSE AND INDEMNIFICATION OBLIGATIONS, (B) VIOLATION OF THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIMOTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATH.OR

Limitations of Liability. YOU AGREE THAT THE LIABILITY OF AVIDNEITHER PARTY, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERSAFFILIATES, DIRECTORS, SHAREHOLDERSOFFICERS, EMPLOYEES, AGENTSAGENTS OR CONTRACTORS, REPRESENTATIVESSHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, ASSIGNS AND SUCCESSORS-IN-INTEREST INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OR LIABILITY (INDIVIDUALLYINCLUDING REASONABLE ATTORNEYS’ FEES) THAT RESULT FROM OR ARE RELATED TO THE AGREEMENT OR ANY OF THE SCIQUEST APPLICATIONS, WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EVEN IF THE OTHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR LIABILITY. IN ANY EVENT, EXCEPT FOR AMOUNTS OWED TO SCIQUEST BY CLIENT AS SET FORTH IN AN “AVID PARTY” AND COLLECTIVELYORDER FORM, THE “AVID PARTIES”) AGREEMENT OR ANOTHER DOCUMENT, THE AGGREGATE LIABILITY OF EITHER PARTY RELATED TO YOU FOR ALL HARMOR ARISING OUT OF THE AGREEMENT OR ANY OF THE SCIQUEST APPLICATIONS, DAMAGESWHETHER IN CONTRACT, INJURY TORT OR LOSS UNDER ANY OTHER THEORY OF LIABILITY, SHALL BE LIMITED TO NOT EXCEED THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID AMOUNTS RECEIVED BY YOU TO AVID SCIQUEST FROM CLIENT IN THE TWELVE MONTH PERIOD MONTHS PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED EVENT GIVING RISE TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR SUCH DAMAGES. THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION LIMITATIONS OF LIABILITY IN UNDER THIS SECTION SHALL NOT APPLY (i) EVEN IF IT IS DETERMINED THAT AVID TO ANY OBLIGATIONS AND LIABILITIES ARISING FROM VIOLATIONS BY EITHER PARTY HEREUNDER OF SECTIONS 3 OR AN AVID PARTY CAUSED 8 OF THE HARMAGREEMENT, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS ANY INDEMNIFICATION PROVIDED BY SCIQUEST UNDER SECTION 7 OF PROFITS, PERSONAL INJURY OR DEATHTHE AGREEMENT.

Limitations of Liability. YOU AGREE THAT THE LIABILITY OF AVID, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED TO THE LESSER OF (a) AS PERMITTED BY LAW AND SUBJECT TO SECTION 9(b) BELOW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF DATA, REVENUE, OR PROFITS), WHETHER FORESEEABLE OR UNFORESEEABLE, ARISING OUT OF THIS AGREEMENT REGARDLESS OF WHETHER THE LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY, BREACH OF WARRANTIES, OR OTHERWISE, AND EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. ADDITIONALLY, NEITHER PARTY’S TOTAL AMOUNT OF TRANSACTION AGGREGATE LIABILITY TO THE OTHER PARTY WILL EXCEED THE GREATER OF: (1) $2,000,000 USD OR THE EQUIVALENT IN LOCAL CURRENCY; OR (2) THE ACTUAL FEES PAID BY YOU TO AVID MICROSOFT IN THE TWELVE 12-MONTH PERIOD PRECEDING PRIOR TO THE INITIAL NOTICE OF ANY CLAIM, AND DATE THE CLAIM AROSE. (b) TEN THOUSAND DOLLARS THE LIMITATIONS ON LIABILITY IN SECTION 9(a) DO NOT APPLY TO LIABILITY ARISING FROM: ($10,000.00)1) A PARTY’S DUTY TO INDEMNIFY THE OTHER UNDER THIS AGREEMENT; (2) A BREACH OF A PARTY’S CONFIDENTIALITY, PRIVACY, DATA PROTECTION, AND PUBLICITY OBLIGATIONS UNDER THIS SHALL BE YOUR ONLY REMEDY REGARDLESS AGREEMENT; (3) INFRINGEMENT, MISUSE, OR MISAPPROPRIATION OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID IP RIGHTS IN CONNECTION WITH THIS AGREEMENT; OR (4) WILLFUL MISCONDUCT OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATHFRAUD.

Limitations of Liability. YOU AGREE THAT THE LIABILITY OF AVID, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED TO THE LESSER OF MAXIMUM EXTENT PERMITTED BY LAW, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN: (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY EXCEPT (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS FOR AMOUNTS PAYABLE PURSUANT TO YOUSECTIONS 10(a)(ii) AND 10(b)(ii) ABOVE, AND (ii) TO ALL HARMTHE EXTENT ARISING FROM A BREACH OF SECTION 8 OR 9 ABOVE, IN NO EVENT WILL EITHER PARTY (OR ITS AFFILIATES) BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES, INJURY INCLUDING (WITHOUT LIMITATION) DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY LOSS OF PROFIT, LOSS OF DATA, INTERRUPTION OF SERVICE, OR LOSS OF BUSINESS OR ANTICIPATORY PROFITS, EVEN IF THAT PARTY HAS BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES. (b) IN NO EVENT WILL ENVESTNET BE LIABLE TO FBS OR ITS AGENTS FOR ANY DAMAGES ARISING OUT OF (i) SECURITIES BROKERAGE ACTIVITIES OR INVESTMENT ADVISORY ACTIVITIES OF FBS OR ITS AGENTS; (ii) THE INVESTMENT ADVISORY ACTIVITIES OF ENVESTNET’S MONEY MANAGERS AND ANY DAMAGES RESULTING THEREFROM UNLESS ENVESTNET WAS NEGLIGENT IN THE SELECTION OR OVERSIGHT OF SUCH MONEY MANAGERS; (iii) IMPROPER DISTRIBUTION OR USE OF FBS’S PASSWORDS BY FBS, ITS AGENTS, ANY ADVISOR OR CLIENTS; OR (iv) ANY LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES WITH RESPECT TO ANY CLIENT’S ACCOUNT DUE TO BUSINESS PERFORMANCE OR INVESTMENT RESULTS EXCEPT WHERE SUCH LOSS RESULTS DIRECTLY FROM NEGLIGENCE OR WILLFUL MISCONDUCT OF ENVESTNET OR ITS AGENTS. (c) ENVESTNET ASSUMES NO LIABILITY FOR THE DELAY, FAILURE, INTERRUPTION, LOSS, OR CORRUPTION OF ANY DATA OR OTHER INFORMATION TRANSMITTED IN CONNECTION WITH USE OF THE ENVESTNET TECHNOLOGY PROVIDED THAT SUCH DELAY, FAILURE, INTERRUPTION, LOSS, OR CORRUPTION WAS NOT IN ANY MATERIAL RESPECT DUE TO ENVESTNET’S ACT AND PROVIDED FURTHER THAT ENVESTNET HAS COMPLIED WITH ITS OBLIGATIONS SET FORTH IN SECTION 13(G) BELOW. FBS ACKNOWLEDGES THAT THE ENVESTNET TECHNOLOGY TRANSMITS INFORMATION OVER LOCAL EXCHANGE, INTEREXCHANGE AND INTERNET BACKBONE CARRIER LINES AND THROUGH ROUTERS, SWITCHES AND OTHER DEVICES OWNED, MAINTAINED AND SERVICED BY THIRD PARTY LOCAL EXCHANGE AND LONG DISTANCE CARRIERS, UTILITIES, INTERNET SERVICE PROVIDERS AND OTHERS, ALL OF WHICH ARE BEYOND THE CONTROL OF ENVESTNET. IN THE EVENT OF A DELAY, FAILURE, INTERRUPTION, LOSS OR CORRUPTION OF PROFITSDATA, PERSONAL INJURY OR DEATHENVESTNET WILL WORK WITH THE APPROPRIATE THIRD PARTY TO RESTORE THE SERVICES AS PROMPTLY AS POSSIBLE.

Limitations of Liability. YOU AGREE THAT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF AVIDRFID AND ITS SUPPLIERS FOR ALL DIRECT DAMAGES RELATING TO OR ARISING FROM THIS AGREEMENT, ITS AFFILIATES INCLUDING, WITHOUT LIMITATION, CONTRACT DAMAGES AND EACH DAMAGES FOR INJURIES TO PERSONS OR PROPERTY, WHETHER ARISING FROM RFID’S BREACH OF THEIR RESPECTIVE OFFICERSTHIS AGREEMENT, DIRECTORSBREACH OF WARRANTY, SHAREHOLDERSNEGLIGENCE (WHETHER ACTIVE, EMPLOYEESAFFIRMATIVE OR GROSS), AGENTSSTRICT LIABILITY, REPRESENTATIVESOR OTHER TORT WITH RESPECT TO THE PRODUCTS, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLYOR ANY SERVICE PROVIDED IN CONNECTION WITH THE PRODUCTS OR OTHERWISE, AN “AVID PARTY” AND COLLECTIVELY, SHALL IN NO EVENT EXCEED THE “AVID PARTIES”) TO AMOUNT RFID RECEIVED FROM YOU FOR ALL HARM, DAMAGES, INJURY THE PARTICULAR PRODUCT OR SERVICE GIVING RISE TO THE LIABILITY. RFID WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY DAMAGE OR LOSS RESULTING FROM THE OPERATION OR PERFORMANCE OF ANY THIRD PARTY PRODUCT OR ANY SYSTEMS IN WHICH AN RFID PRODUCT IS INCORPORATED. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL RFID BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE LESSER LOSS OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE, DATA OR OTHER ECONOMIC ADVANTAGE AND ANY CLAIMNON-ECONOMIC LOSSES, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT THE LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ON WHICH ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) SUCH DAMAGES MAY BE BASED AND EVEN IF IT IS DETERMINED THAT AVID OR AN AVID A PARTY CAUSED HAS BEEN ADVISED IN ADVANCE OF THE HARM, POSSIBILITY OF SUCH DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATH. These limitations shall apply notwithstanding the failure of the essential purpose of any limited remedy specified herein.

Limitations of Liability. YOU AGREE THAT THE LIABILITY OF AVID, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED TO THE LESSER EXTENT NOT PROHIBITED BY APPLICABLE LAW AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE: (aA) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS NO EVENT SHALL EITHER PARTY BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, ANY DAMAGES FOR LOSS OF PROFITS, PERSONAL INJURY LOSS OF BUSINESS, LOSS OF USE OR DEATHDATA, OR INTERRUPTION OF BUSINESS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND OR OTHER ECONOMIC LOSS ARISING FROM OR RELATING TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, HOWEVER CAUSED, AND (B) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, EACH PARTY’S ENTIRE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER THEREOF, UNDER ANY LEGAL THEORY (WHETHER IN CONTRACT, TORT, INDEMNITY OR OTHERWISE) WILL BE LIMITED IN EACH INSTANCE TO THE AMOUNT OF ACTUAL DAMAGES INCURRED BY THAT PARTY, PROVIDED, HOWEVER, THAT IN NO EVENT SHALL THE AGGREGATE LIABILITY EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO QOMPLX UNDER THIS AGREEMENT WITH RESPECT TO THE TWELVE (12) MONTH PERIOD PRIOR TO THE DATE THE FIRST CLAIM GIVING RISE TO SUCH LIABILITY AROSE (OR, IF SUCH FIRST CLAIM AROSE DURING THE INITIAL TWELVE (12) MONTHS OF THE TERM, THE FEES PAID OR PAYABLE BY CUSTOMER WITH RESPECT TO THE INITIAL TWELVE (12) MONTHS OF THE TERM). IN NO EVENT SHALL QOMPLX BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES ARISING OUT OF OR RESULTING FROM ANY CUSTOMER’S CONTENT, RECOMMENDATIONS, AUTONOMOUS ACTIONS, THIRD-PARTY CONTENT, OR THIRD- PARTY SERVICES OR FOR CLAIMS MADE A SUBJECT OF A LEGAL PROCEEDING AGAINST QOMPLX MORE THAN TWO YEARS AFTER ANY SUCH CAUSE OF ACTION FIRST AROSE.

Limitations of Liability. YOU AGREE THAT THE LIABILITY OF AVID, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED TO THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID MAXIMUM EXTENT PERMITTED BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIMAPPLICABLE LAW, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE EXCEPT FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY ARISING OUT OF: (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, PERSONAL INJURY OR LOSS TO YOU, AND DEATH; (ii) MISUSE OR VIOLATION OF DRAGOS’S INTELLECTUAL PROPERTY RIGHTS BY CUSTOMER; (iii) PAYMENT OBLIGATIONS FOR OFFERINGS; (iv) WILLFUL MISCONDUCT OR FRAUD BY A PARTY; AND/OR (v) AMOUNTS PAYABLE TO ALL HARMTHIRD PARTIES UNDER SECTION 9 (INDEMNIFICATION), DAMAGESIN NO EVENT WILL: (a): EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INJURY SPECIAL, INDIRECT, INCIDENTAL, OR LOSS INCURRED INCLUDING ACTUALPUNITIVE DAMAGES WHATSOEVER (INCLUDING, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTIONWITHOUT LIMITATION, LOSS OF PROFITS, PERSONAL INJURY DATA OR DEATHINFORMATION, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, OR BUSINESS INTERRUPTION) ARISING OUT OF OR RELATED TO THIS AGREEMENT AND ANY PRODUCTS OR SERVICES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (b) EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT AND ANY OFFERINGS EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER FOR THE APPLICABLE OFFERING WHICH IS THE SUBJECT OF SUCH CLAIM IN THE TWELVE (12) MONTHS PERIOD BEFORE THE EVENT GIVING RISE TO SUCH LIABILITY. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY SPECIFIED IN THIS AGREEMENT. MULTIPLE CLAIMS SHALL NOT EXPAND THE LIMITATIONS SPECIFIED IN THIS SECTION.

Limitations of Liability. YOU AGREE THAT a. GENERAL LIMITATION - CLIENT'S SOLE AND EXCLUSIVE REMEDY FOR ANY ALLEGED BREACH OF WARRANTY BY CPE-NC SHALL BE TO REQUIRE CPE-NC TO RE-PERFORM ANY DEFECTIVE SERVICES. CPE-NC'S LIABILITY AND CLIENT'S REMEDIES FOR ALL CAUSES OF ACTION ARISING HEREUNDER WHETHER BASED IN CONTRACT, WARRANTY, NEGLIGENCE, , OR ANY OTHER CAUSE OF ACTION, SHALL NOT EXCEED EXCEPT FOR THE LIABILITY MUTUAL INDEMNIFICATIONS SET FORTH IN SECTION 7 ABOVE. IN THE CUMULATIVE AGGREGATE (INCLUDING ANY INSURANCE PROCEEDS) WITH RESPECT TO ALL CLAIMS ARISING OUT OF AVIDOR RELATED TO THIS AGREEMENT, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERSWHATEVER MINIMUM AMOUNT MAY BE REQUIRED BY LAW OR, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELYIF NONE, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED TO THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE COMPENSATION FOR SUCH SERVICES, b. CONSEQUENTIAL DAMAGES: FURTHER AND REGARDLESS OF ANY CLAIMOTHER PROVISION HEREIN, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS CPE-NC SHALL NOT BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARMANY INCIDENTAL, DAMAGESINDIRECT, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, DAMAGES (INCLUDING LOSS OF PROFITS, PERSONAL INJURY DECLINE IN PROPERTY VALUE, REGULATORY AGENCY FINES, LOST PRODUCTION OR DEATH.LOSS OF USE) INCURRED BY CLIENT OR FOR WHICH CLIENT MAY BE LIABLE TO ANY THIRD PARTY OCCASIONED BY THE SERVICES OR BY APPLICATION OR USE OF REPORTS OR OTHER WORK PERFORMED HEREUNDER. CPE-NC /CLIENT

Limitations of Liability. YOU AGREE THAT NOTWITHSTANDING ANYTHING ELSE, EXCEPT FOR KESTREL’S GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OR KESTREL’S INDEMNIFICATION OBLIGATIONS UNDER THE LIABILITY TERMS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL KESTREL OR ANY OF AVID, ITS AFFILIATES AND EACH OF OR THEIR RESPECTIVE MANAGERS, MEMBERS, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) OR AGENTS BE LIABLE TO YOU FOR ALL HARM, DAMAGES, INJURY CLIENT OR LOSS SHALL BE LIMITED ANY AUTHORIZED USER WITH RESPECT TO THE LESSER KESTREL SOFTWARE AND/OR ANY OTHER SUBJECT MATTER OF THESE TERMS OR ALLSCRIPTS AGREEMENT UNDER ANY THEORY OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR: (aI) ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR OTHER INDIRECT DAMAGES OF ANY CHARACTER, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR PROFITS, REPLACEMENT COSTS OR LOST BUSINESS, EVEN IF KESTREL HAS BEEN ADVISED OF THE TOTAL AMOUNT POSSIBILITY OF TRANSACTION SUCH DAMAGES; OR (II) IN THE AGGREGATE, IN ANY AMOUNT, GREATER THAN THE FEES PAID BY YOU ALLSCRIPTS TO AVID IN KESTREL FOR THE TWELVE MONTH PERIOD PRECEDING CLIENT’S USE OF KESTREL SOFTWARE AND RELATED ITEMS THAT IS/ARE THE INITIAL NOTICE SUBJECT OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR CLAIMS DURING THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATH.TWELVE

Limitations of Liability. YOU AGREE THAT NOTWITHSTANDING ANYTHING HEREIN TO THE LIABILITY CONTRARY, EXCEPT FOR DAMAGES RESULTING FROM UNAUTHORIZED USE OR DISCLOSURE OF AVIDCONFIDENTIAL INFORMATION AND SAP’S RIGHT TO COLLECT UNPAID FEES, UNDER NO CIRCUMSTANCES AND REGARDLESS OF THE NATURE OF ANY CLAIM SHALL EITHER SAP (OR ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERSOR SAP’S LICENSORS) BE LIABLE TO BPO, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, ANY CUSTOMER OR ANY OTHER PERSON OR ENTITY FOR AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED TO THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION DAMAGES IN EXCESS OF THE FEES PAID BY YOU TO AVID FOR THE APPLICABLE SERVICE IN THE TWELVE (12) MONTH PERIOD PRECEDING THE INITIAL NOTICE DATE OF THE INCIDENT GIVING RISE TO LIABLITY AND UNDER NO CIRCUMSTANCES IN THE AGGREGATE FOR ALL CLAIMS TO EXCEED THE AMOUNT PAID TO SAP DURING THE TERM OF THIS AGREEMENT. UNDER NO CIRCUMSTANCES SHALL SAP, ITS AFFILIATES OR SAP’S LICENSORS BE LIABLE IN ANY CLAIMAMOUNT FOR SPECIAL, AND (b) TEN THOUSAND DOLLARS ($10,000.00)INCIDENTAL, AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID CONSEQUENTIAL, OR ANY AVID PARTY WAS LIABLE FOR THE HARM, INDIRECT DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF GOOD WILL OR BUSINESS PROFITS, PERSONAL INJURY WORK STOPPAGE, DATA LOSS, COMPUTER FAILURE OR DEATHMALFUNCTION, OR EXEMPLARY OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF.

Limitations of Liability. YOU AGREE THAT TO THE LIABILITY FULLEST EXTENT ALLOWED BY LAW, INTUIT SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR EXEMPLARY DAMAGES ARISING OUT OF AVID, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELYOR IN ANY WAY CONNECTED WITH THIS AGREEMENT, THE “AVID PROGRAM OR THE PRODUCTS, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, LOSS OF USE, LOST DATA OR ANY DAMAGES OR SUMS PAID BY Member TO THIRD PARTIES”) , EVEN IF INTUIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY WHETHER SUCH CLAIM IS BASED UPON BREACH OF CONTRACT, WARRANTY OR ANY STATUTORY DUTY, NEGLIGENCE OR OTHER TORT, PRINCIPLES OF INDEMNITY OR CONTRIBUTION, THE FAILURE OF ANY LIMITED OR EXCLUSIVE REMEDY TO YOU ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE. SINCE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CONSEQUENTIAL DAMAGES, THIS LIMITATION MAY NOT APPLY TO Member. INTUIT’S TOTAL LIABILITY FOR ALL HARM, DAMAGES, INJURY ALLEGED DAMAGES, AND LOSSES HEREUNDER, (WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR LOSS OTHERWISE) SHALL BE LIMITED TO NOT EXCEED THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID AMOUNTS RECEIVED BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN INTUIT UNDER THIS AGREEMENT OR FIVE THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i5,000) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATHDOLLARS.

Limitations of Liability. YOU AGREE THAT IN NO EVENT SHALL ANY PARTY HAVE ANY LIABILITY, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), WARRANTY OR ANY OTHER LEGAL OR EQUITABLE GROUNDS, FOR ANY PUNITIVE, CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL OR INCIDENTAL LOSS OR DAMAGE SUFFERED BY THE LIABILITY OTHER ARISING FROM OR RELATED TO THE PERFORMANCE OR NONPERFORMANCE OF AVIDTHIS AGREEMENT, ITS AFFILIATES AND EACH INCLUDING LOSS OF THEIR RESPECTIVE OFFICERSDATA, DIRECTORSPROFITS, SHAREHOLDERSINTEREST OR REVENUE OR INTERRUPTION OF BUSINESS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELYEVEN IF SUCH PARTY HAS BEEN INFORMED OF OR MIGHT OTHERWISE HAVE ANTICIPATED OR FORESEEN THE POSSIBILITY OF SUCH LOSSES OR DAMAGES. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED TO THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 4.6 SHALL NOT APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARMTO: PERSONAL INJURY, DAMAGES, INJURY OR LOSS TO YOUINCLUDING DEATH, AND (ii) DAMAGES TO TANGIBLE PROPERTY CAUSED BY THE WILLFUL OR INTENTIONAL ACTS OF A PARTY OR ITS EMPLOYEES, AGENTS OR SUBCONTRACTORS. SHARER HEREBY EXPRESSLY DISCLAIMS ANY AND ALL HARMSUCH LIABILITY WITH RESPECT TO SHAREE'S STATION, DAMAGES, INJURY AND XXXXXX HEREBY EXPRESSLY DISCLAIMS ANY AND ALL SUCH LIABILITY WITH RESPECT TO SHARER'S STATION. THIS SECTION 4.6 SHALL SURVIVE ANY TERMINATION OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS EXPIRATION OF PROFITS, PERSONAL INJURY OR DEATHTHIS AGREEMENT.

Limitations of Liability. YOU AGREE THAT IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAG ES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. TO THE MAXIMUM EXTENT PERMITTED BY LAW AND EXCEPT FOR PARCHMENT'S INDEMNIFICATION OBLIGATIONS, THE CUMULATIVE LIABILITY OF AVID, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) PARCHMENT TO YOU MEMBER FOR ALL HARMCLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, DAMAGESINCLUDING ANY CAUSE OF ACTION SOUNDING IN CONTRACT, INJURY TORT, OR LOSS SHALL BE LIMITED TO THE LESSER OF (a) STRICT LIABILITY, WILL NOT EXCEED THE TOTAL AMOUNT OF TRANSACTION ALL FEES PAID TO PARCHMENT BY YOU TO AVID MEMBER IN THE TWELVE MONTH PERIOD (12) MONTHS PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND DATE ON WHICH THE APPLICABLE CLAIM AROSE. THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID AGREEMENT HAVE BEEN BREACHED OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATHHAVE PROVEN INEFFECTIVE.

Limitations of Liability. YOU AGREE THAT TO THE LIABILITY FULLEST EXTENT ALLOWED BY LAW, INTUIT SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR EXEMPLARY DAMAGES ARISING OUT OF AVID, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELYOR IN ANY WAY CONNECTED WITH THIS AGREEMENT, THE “AVID PROGRAM OR THE PRODUCTS, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, LOSS OF USE, LOST DATA OR ANY DAMAGES OR SUMS PAID BY AUTHORIZED RESELLER TO THIRD PARTIES”) , EVEN IF INTUIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY WHETHER SUCH CLAIM IS BASED UPON BREACH OF CONTRACT, WARRANTY OR ANY STATUTORY DUTY, NEGLIGENCE OR OTHER TORT, PRINCIPLES OF INDEMNITY OR CONTRIBUTION, THE FAILURE OF ANY LIMITED OR EXCLUSIVE REMEDY TO YOU ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE. SINCE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CONSEQUENTIAL DAMAGES, THIS LIMITATION MAY NOT APPLY TO AUTHORIZED RESELLER. INTUIT’S TOTAL LIABILITY FOR ALL HARM, DAMAGES, INJURY ALLEGED DAMAGES, AND LOSSES HEREUNDER, (WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR LOSS OTHERWISE) SHALL BE LIMITED TO NOT EXCEED THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID AMOUNTS RECEIVED BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN INTUIT UNDER THIS AGREEMENT OR FIVE THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i5,000) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATHDOLLARS.

Limitations of Liability. YOU AGREE THAT IN NO EVENT SHALL THE CUMULATIVE LIABILITY OF AVID, AIRCALL OR ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST EXCEED ONE TIME THE TOTAL AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE TWELVE (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”12) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED MONTHS PRIOR TO THE LESSER OF CLAIM GIVING RISE TO SUCH DAMAGES OR ONE HUNDRED DOLLARS (aUS$100) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IF FOR A FREE TRIAL PERIOD. IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE NO EVENT SHALL AIRCALL OR ITS AFFILIATES BE LIABLE FOR: (I) ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, EXEMPLARY, REPUTATIONAL, SPECIAL, OR PUNITIVE DAMAGES OF ANY CLAIMKIND SUCH AS LOSS OF DATA OR PROFIT, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITSBUSINESS OPPORTUNITY, PERSONAL INJURY HARM TO THE IMAGE OR DEATHREPUTATION, WHETHER IN ANY OF THE FOREGOING, ARISING UNDER CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR ANY OTHER THEORY OF LIABILITY EVEN IF AIRCALL OR ITS AFFILIATES HAVE BEEN NOTIFIED ORALLY OR IN WRITING OF THE POSSIBILITY OF SUCH DAMAGES. ANY CLAIM OR CAUSE OF ACTION RESULTING FROM CUSTOMER’S USE OF THE SITE AND THE SERVICES MUST BE PROVIDED OFFICIALLY IN WRITING TO AIRCALL BY REGISTERED MAIL WITH RECEIPT ACKNOWLEDGEMENT ADDRESSED TO ITS HEAD OFFICE WITHIN ONE (1) YEAR AFTER THE CLAIM OR CAUSE OF ACTION HAS ARISEN OR IT SHALL BE DEEMED WAIVED BY CUSTOMER.

Limitations of Liability. YOU AGREE THAT NOTWITHSTANDING ANYTHING TO THE LIABILITY OF AVIDCONTRARY HEREIN, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERSIN NO EVENT SHALL COMPANY OR AGENCY BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, DIRECTORSINDIRECT, SHAREHOLDERSSPECIAL, EMPLOYEESCONSEQUENTIAL, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, PUNITIVE OR EXEMPLARY DAMAGES, INJURY LOST PROFITS, LOST SALES OR ANTICIPATED ORDERS, OR DAMAGES FOR LOSS OF GOODWILL UNDER THIS AGREEMENT, EVEN IF A PARTY WAS INFORMED OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS. THIS LIMITATION APPLIES REGARDLESS OF WHETHER SUCH DAMAGES, CLAIM OR LOSS ARE SOUGHT BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, OR ANY OTHER LEGAL OR EQUITABLE THEORY. COMPANY AGREES THAT (I) AGENCY’S LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED NOT EXCEED THE AMOUNTS ACTUALLY RETAINED BY AGENCY AS ITS FEE FOR THE DELIVERABLES OR SERVICES WITH RESPECT TO WHICH THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIMCLAIM IS MADE, AND (bII) TEN THOUSAND DOLLARS CLAIMS FOR DAMAGES MUST BE MADE BY CUSTOMER WITHIN ONE ($10,000.00), AND 1) YEAR OF THE INCIDENT TO WHICH THEY RELATE OR BE FOREVER BARRED. EACH PARTY SHALL USE REASONABLE EFFORTS TO MITIGATE ANY LOSSES ARISING UNDER THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATHAGREEMENT.

Limitations of Liability. YOU AGREE THAT THE TOTAL LIABILITY OF AVIDEACH PARTY TO THE OTHER PARTY FOR DAMAGES UNDER ANY NETWORK ORDER, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERSEXCLUDING LIABILITIES UNDER [***], DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE IS LIMITED TO THE LESSER OF (a) THE TOTAL AMOUNT PAYABLE BY OPERATOR TO NEXTG FOR SERVICES PROVIDED UNDER THE AFFECTED NETWORK ORDER(S). EXCLUDING LIABILITIES UNDER [***], NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF TRANSACTION FEES PAID BY YOU TO AVID OR IN CONNECTION WITH THIS AGREEMENT OR ANY NETWORK ORDER EVEN IF THE TWELVE MONTH PERIOD PRECEDING PARTY HAS BEEN ADVISED OF THE INITIAL NOTICE POSSIBILITY OF THE DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY CLAIMLIMITED REMEDY. THE LIMITATIONS SET FORTH IN THIS §10.2 WILL APPLY, AND WITHOUT LIMITATION, TO LOSS OF PROFITS OR REVENUE (bWHETHER ARISING OUT OF TRANSMISSION INTERRUPTIONS OR PROBLEMS, ANY INTERRUPTION OR DEGRADATION OF SERVICE, OR OTHERWISE) TEN THOUSAND DOLLARS ($10,000.00)OR CLAIMS OF CUSTOMERS, AND THIS SHALL WHETHER OCCASIONED BY ANY CONSTRUCTION, RECONSTRUCTION, RELOCATION, REPAIR, OR MAINTENANCE PERFORMED BY, OR FAILED TO BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID PERFORMED BY, THE OTHER PARTY OR ANY AVID PARTY WAS LIABLE FOR THE HARMOTHER CAUSE WHATSOEVER, DAMAGESINCLUDING BREACH OF CONTRACT, INJURY BREACH OF WARRANTY, NEGLIGENCE, OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATHSTRICT LIABILITY.

Limitations of Liability. YOU AGREE NOTWITHSTANDING THE ABOVE PROVISIONS, AT ANY TIME THERE SHALL BE NO LIABILITY ON THE PART OF LICENSOR BY VIRTUE OF THIS AGREEMENT, OR THE PERFORMANCE OR NONPERFORMANCE OF ITS RESPONSIBILITIES UNDER THE AGREEMENT, OR BY VIRTUE OF A BREACH BY LICENSOR OF ANY REPRESENTATION OR WARRANTY CONTAINED HEREIN WHETHER DUE TO THE NEGLIGENCE OF LICENSOR OR OTHERWISE LICENSEE AGREES THAT IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF AVIDLICENSOR FOR ANY CLAIMS, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERSLOSSES, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, OR DAMAGES EXCEED THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED TO THE LESSER GREATER OF (aA) $10,000, OR (B) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU LICENSEE TO AVID IN LICENSOR UNDER THIS AGREEMENT FOR THE TWELVE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED DATE UPON WHICH THE FIRST ACT OR OMISSION OCCURRED THAT GAVE RISE TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR LICENSOR'S LIABILITY. THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE FOREGOING LIMITATION OF LIABILITY IN THIS SECTION IS COMPLETE AND EXCLUSIVE, SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL CLAIMS, LOSSES, OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY AND SHALL APPLY REGARDLESS OF THE SUCCESS OR LOSS TO YOU, EFFECTIVENESS OF ANY OTHER REMEDIES POSSESSED BY LICENSEE OR THIRD PARTIES. THIS LIMITATION OF LIABILITY REFLECTS AN ALLOCATION OF RISK BETWEEN LICENSOR AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS LICENSEE IN VIEW OF PROFITS, PERSONAL INJURY OR DEATHTHE FEES CHARGED BY LICENSOR.

Limitations of Liability. YOU AGREE THAT THE LIABILITY OF AVID, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED TO THE LESSER EXTENT PERMISSIBLE UNDER APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE FOR ANY LOSS OF USE, LOSS OF DATA, INTERRUPTION OF BUSINESS, DOWNTIME, LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (a) INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL TIME DOCTOR’S LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TIME DOCTOR’S PAYMENT OBLIGATIONS TO AVID IN THE VALUE-ADDED RESELLER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE INITIAL NOTICE OF ANY CLAIM, FIRST DATE AN EVENT GIVING RISE TO SUCH LIABILITY OCCURRED. THE PARTIES ACKNOWLEDGE AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION IS AN ESSENTIAL ELEMENT OF THE AGREEMENT AND THAT IN ITS ABSENCE, THE ECONOMIC TERMS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT. THIS SECTION IS SEVERABLE AND SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID SURVIVE ANY TERMINATION OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS EXPIRATION OF PROFITS, PERSONAL INJURY OR DEATHTHIS AGREEMENT.

Limitations of Liability. YOU AGREE THAT THE LIABILITY OF AVID, 12.1 IN NO EVENT SHALL SONY OR ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL SUPPLIERS BE LIMITED TO THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARMPROSPECTIVE PROFITS, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECTSPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT (INCLUDING WITHOUT LIMITATION THE BREACH OF THIS AGREEMENT BY SCEE), WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), INDEMNITY, PRODUCT LIABILITY OR OTHERWISE. IN NO EVENT SHALL SONY'S LIABILITY ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY LIABILITY FOR DIRECT DAMAGES, PROPERTY DAMAGE AND LOSSES DUE INCLUDING WITHOUT LIMITATION ANY LIABILITY UNDER CLAUSE 11.1, EXCEED [*] . EXCEPT AS EXPRESSLY SET FORTH HEREIN, NO SONY ENTITY, NOR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, SHALL BEAR ANY RISK, OR HAVE ANY RESPONSIBILITY OR LIABILITY, OF ANY KIND TO BUSINESS INTERRUPTIONPUBLISHER OR TO ANY THIRD PARTIES WITH RESPECT TO THE FUNCTIONALITY AND/OR PERFORMANCE OF LICENSED PRODUCTS. 12.2 IN NO EVENT SHALL PUBLISHER BE LIABLE TO SCEE FOR PROSPECTIVE PROFITS, OR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT (INCLUDING WITHOUT LIMITATION THE BREACH OF THIS AGREEMENT BY PUBLISHER), WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), INDEMNITY, PRODUCT LIABILITY OR OTHERWISE, PROVIDED THAT PUBLISHER EXPRESSLY AGREES THAT SUCH LIMITATIONS SHALL NOT APPLY TO DAMAGES RESULTING FROM PUBLISHER'S BREACH OF CLAUSES 2, 3, 4, 9 OR 11.2 OF THIS AGREEMENT. 12.3 SUBJECT AS EXPRESSLY PROVIDED IN CLAUSES 10.1 AND 10.2, NO SONY ENTITY NOR ITS SUPPLIERS MAKE, NOR DOES PUBLISHER RECEIVE, ANY WARRANTIES (EXPRESS, IMPLIED OR STATUTORY) REGARDING THE SONY MATERIALS AND/OR UNITS OF MANUFACTURED MATERIALS MANUFACTURED HEREUNDER. SONY SHALL NOT BE LIABLE FOR ANY INJURY, LOSS OR DAMAGE, DIRECT OR CONSEQUENTIAL, ARISING OUT OF PROFITSTHE USE OF, PERSONAL OR INABILITY TO USE, SUCH UNITS OF MANUFACTURED MATERIALS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ANY WARRANTIES, CONDITIONS OR OTHER TERMS IMPLIED BY STATUTE OR COMMON LAW (INCLUDING AS TO MERCHANTABILITY, SATISFACTORY QUALITY AND/OR FITNESS FOR A PARTICULAR PURPOSE AND THE EQUIVALENTS THEREOF UNDER THE LAWS OF ANY JURISDICTION) ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. HOWEVER, NOTHING IN THIS AGREEMENT SHALL LIMIT SONY'S LIABILITY IN RELATION TO CLAIMS ARISING FROM THE INJURY OR DEATHDEATH OF ANY PERSON RESULTING FROM THE PROVEN NEGLIGENCE OF SONY.

Limitations of Liability. YOU AGREE THAT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF AVID, HID AND ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU SUPPLIERS FOR ALL HARMDIRECT DAMAGES RELATING TO OR ARISING FROM THIS AGREEMENT, DAMAGESIN THE AGGREGATE, INJURY WHETHER ARISING FROM HID’S BREACH OF THIS AGREEMENT, BREACH OF WARRANTY, NEGLIGENCE (WHETHER ACTIVE, AFFIRMATIVE OR GROSS), STRICT LIABILITY, OR OTHER TORT, OR ANY SERVICE PROVIDED IN CONNECTION WITH THE PRODUCTS OR OTHERWISE, SHALL IN NO EVENT EXCEED THE AMOUNT HID RECEIVED FROM CUSTOMER FOR THE PARTICULAR PRODUCT OR SERVICE GIVING RISE TO THE LIABILITY. HID WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY DAMAGE OR LOSS RESULTING FROM THE OPERATION OR PERFORMANCE OF ANY THIRD PARTY PRODUCT OR SERVICE OR ANY SYSTEMS IN WHICH A PRODUCT IS INCORPORATED. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL HID BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE, DATA OR OTHER ECONOMIC ADVANTAGE AND ANY NON-ECONOMIC LOSSES, REGARDLESS OF THE LESSER LEGAL THEORY ON WHICH ANY SUCH DAMAGES MAY BE BASED AND EVEN IF HID HAS BEEN ADVISED IN ADVANCE OF (a) THE TOTAL AMOUNT POSSIBILITY OF TRANSACTION FEES PAID BY YOU TO AVID IN SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE TWELVE MONTH PERIOD PRECEDING FAILURE OF THE INITIAL NOTICE ESSENTIAL PURPOSE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY LIMITED REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATHSPECIFIED HEREIN.

Limitations of Liability. YOU AGREE THAT THE EXCEPT FOR EACH PARTY’S LIABILITY ARISING FROM INDEMNIFICATION OBLIGATIONS SET FORTH IN ARTICLE 6, BREACH OF AVIDCONFIDENTIALITY OBLIGATIONS SET FORTH IN ARTICLE 7 AND GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF EITHER PARTY, ITS AFFILIATES AND EACH OF AFFILIATES, LICENSORS, CONTRACTORS DISTRIBUTORS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONSULTANTS OR AUTHORIZED AGENTS, REPRESENTATIVESTO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLYNEITHER PARTY SHALL HAVE ANY LIABILITY ARISING OUT OF, AN “AVID PARTY” AND COLLECTIVELYOR OTHERWISE RELATING TO, THIS AGREEMENT, FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, COLLATERAL, PUNITIVE, EXEMPLARY, OR INDIRECT DAMAGES SUFFERED BY THE “AVID PARTIES”) TO YOU FOR ALL HARMOTHER PARTY OR ANY THIRD PARTY INCLUDING, DAMAGESWITHOUT LIMITATION, LOSS OF GOODWILL, LOSS OF PROFITS OR REVENUES, LOSS OF SAVINGS, LOSS OF USE, INTERRUPTION OF BUSINESS, INJURY OR LOSS SHALL BE LIMITED DEATH TO THE LESSER PERSONS OR DAMAGE TO PROPERTY, WHETHER BASED ON BREACH OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID CONTRACT, TORT OR ARISING IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIMEQUITY, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID SUCH PARTY CAUSED HAS BEEN ADVISED OF THE HARM, POSSIBILITY OF SUCH DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATH.

Limitations of Liability. YOU AGREE THAT THE LIABILITY OF AVID, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED TO THE LESSER EXTENT NOT PROHIBITED BY APPLICABLE LAW AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE: (aA) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS NO EVENT SHALL EITHER PARTY BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, ANY DAMAGES FOR LOSS OF PROFITS, PERSONAL INJURY LOSS OF BUSINESS, LOSS OF USE OR DEATHDATA, OR INTERRUPTION OF BUSINESS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND OR OTHER ECONOMIC LOSS ARISING FROM OR RELATING TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, HOWEVER CAUSED, AND (B) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, EACH PARTY’S ENTIRE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER THEREOF, UNDER ANY LEGAL THEORY (WHETHER IN CONTRACT, TORT, INDEMNITY OR OTHERWISE) WILL BE LIMITED IN EACH INSTANCE TO THE AMOUNT OF ACTUAL DAMAGES INCURRED BY THAT PARTY, PROVIDED, HOWEVER, THAT IN NO EVENT SHALL THE AGGREGATE LIABILITY EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO QOMPLX UNDER THIS AGREEMENT WITH RESPECT TO THE TWELVE (12) MONTH PERIOD PRIOR TO THE DATE THE FIRST CLAIM GIVING RISE TO SUCH LIABILITY AROSE (OR, IF SUCH FIRST CLAIM AROSE DURING THE INITIAL TWELVE (12) MONTHS OF THE TERM, THE FEES PAID OR PAYABLE BY CUSTOMER WITH RESPECT TO THE INITIAL TWELVE (12) MONTHS OF THE TERM). IN NO EVENT SHALL QOMPLX BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES ARISING OUT OF OR RESULTING FROM ANY CUSTOMER’S CONTENT, RECOMMENDATIONS, AUTONOMOUS ACTIONS, THIRD- PARTY CONTENT, OR THIRD-PARTY SERVICES OR FOR CLAIMS MADE A SUBJECT OF A LEGAL PROCEEDING AGAINST QOMPLX MORE THAN TWO YEARS AFTER ANY SUCH CAUSE OF ACTION FIRST AROSE.

Limitations of Liability. YOU AGREE THAT THE LIABILITY OF AVID, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED TO THE LESSER OF (a) AS PERMITTED BY APPLICABLE LAW AND SUBJECT TO SECTION 9(b) BELOW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF DATA, REVENUE, OR PROFITS), WHETHER FORESEEABLE OR UNFORESEEABLE, ARISING OUT OF THIS AGREEMENT REGARDLESS OF WHETHER THE LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY, BREACH OF WARRANTIES, OR OTHERWISE, AND EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. ADDITIONALLY, NEITHER PARTY’S TOTAL AMOUNT OF TRANSACTION AGGREGATE LIABILITY TO THE OTHER PARTY WILL EXCEED THE GREATER OF (1) $2,000,000 US OR THE EQUIVALENT IN LOCAL CURRENCY, OR (2) THE ACTUAL FEES PAID BY YOU TO AVID MICROSOFT IN THE TWELVE 12-MONTH PERIOD PRECEDING PRIOR TO THE INITIAL NOTICE OF ANY CLAIM, AND DATE (b) TEN THOUSAND DOLLARS THE LIMITATIONS ON LIABILITY IN SECTION 9(a) DO NOT APPLY TO LIABILITY ARISING FROM ($10,000.00)1) A PARTY’S DUTY TO INDEMNIFY THE OTHER UNDER THIS AGREEMENT, (2) A BREACH OF A PARTY’S CONFIDENTIALITY, PRIVACY, DATA PROTECTION, AND PUBLICITY OBLIGATIONS UNDER THIS SHALL BE YOUR ONLY REMEDY REGARDLESS AGREEMENT, (3) INFRINGEMENT, MISUSE, OR MISAPPROPRIATION OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARMIP RIGHTS IN CONNECTION WITH THIS AGREEMENT, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY OR (i4) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATHFRAUD.

Limitations of Liability. YOU AGREE 7.1 CUSTOMER AGREES THAT THE LIABILITY CONSIDERATION WHICH SILKROAD IS CHARGING HEREUNDER DOES NOT INCLUDE CONSIDERATION FOR ASSUMPTION BY SILKROAD OF AVID, ITS AFFILIATES AND EACH THE RISK OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED TO THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, CUSTOMER’S INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER OR ANY THIRD PARTY FOR LOST PROFITS OR REVENUE OR FOR INCIDENTAL, PROPERTY DAMAGE CONSEQUENTIAL, PUNITIVE, COST OF COVER, SPECIAL, RELIANCE OR EXEMPLARY DAMAGES, OR INDIRECT DAMAGES OF ANY TYPE OR KIND HOWEVER CAUSED, WHETHER FROM BREACH OF WARRANTY, BREACH OR REPUDIATION OF CONTRACT, NEGLIGENCE, OR ANY OTHER LEGAL CAUSE OF ACTION FROM OR IN CONNECTION WITH THIS AGREEMENT (AND LOSSES DUE WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES TO BUSINESS INTERRUPTIONTHE MAXIMUM EXTENT PERMITTED BY LAW). 7.2 EXCEPT WITH REGARD TO AMOUNTS PAYABLE BY CUSTOMER UNDER THIS AGREEMENT THE MAXIMUM LIABILITY OF EITHER PARTY TO THE OTHER OR ANY THIRD PARTY WHATSOEVER ARISING OUT OF OR IN THE CONNECTION WITH THIS AGREEMENT, LOSS INCLUDING THE USE OR OTHER DEPLOYMENT OF PROFITSTHE HOSTED SERVICE, PERSONAL INJURY WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON BREACH OR DEATH.REPUDIATION OF CONTRACT, BREACH OF WARRANTY,

Limitations of Liability. YOU AGREE THAT THE LIABILITY OF AVID15.1. UNDER NO CIRCUMSTANCES SHALL WIX ITS SUBSIDIARIES, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERSEMPLOYEES OR SUPPLIERS BE HELD LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES AND/OR LOSSES, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED TO THE LESSER AFFILIATE, USER, AND/OR OTHER THIRD PARTY THAT MAY ARISE DUE TO "DOWNTIME" AND/OR AVAILABILITY OF (a) WIX SITE OR THE TOTAL AMOUNT PROGRAM. MOREOVER, WIX ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR SUPPLIERS SHALL NOT BE HELD LIABLE FOR ANY LOSSES OF TRANSACTION FEES PAID BY YOU ANY KIND THAT MAY RESULT DUE TO AVID DOWNTIME IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID PROGRAM AND/OR ANY AVID PARTY WAS LIABLE FOR OTHER THIRD PARTY'S DOWN TIME. 15.2. NOTWITHSTANDING ANYTHING TO THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY CONTRARY CONTAINED IN THIS SECTION SHALL APPLY AGREEMENT, WIX ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR SUPPLIERS WILL NOT BE LIABLE TO AFFILIATE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARMINCLUDING, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTIONWITHOUT LIMITATION, LOSS OF PROFITSGOODWILL OR ACTUAL OR ANTICIPATED REVENUE, PERSONAL INJURY PROFITS OR DEATHLOST BUSINESS), EVEN IF WIX ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER.

Limitations of Liability. YOU AGREE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR ANY (A) COST OF PROCUREMENT OF ANY SUBSTITUTE PRODUCTS OR SERVICES, OR COST OF REPLACEMENT OR RESTORATION OF ANY CUSTOMER DATA; (B) ECONOMIC LOSSES, EXPECTED OR LOST PROFITS, REVENUE, ANTICIPATED SAVINGS, LOSS OF BUSINESS, LOSS OF CONTRACTS, LOSS OF OR DAMAGE TO GOODWILL OR REPUTATION; AND/OR (C) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL LOSS OR DAMAGE, WHETHER ARISING OUT OF PERFORMANCE OR BREACH OF THIS AGREEMENT OR THE USE OR INABILITY TO USE THE PALANTIR TECHNOLOGY, EVEN IF THE PARTY HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH LOSS OR DAMAGES. EXCEPT FOR THE PARTIES’ OBLIGATIONS SET FORTH IN SECTIONS 4 AND 8 OF THIS AGREEMENT AND CUSTOMER’S PAYMENT OBLIGATIONS HEREUNDER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY AGREES THAT THE MAXIMUM AGGREGATE LIABILITY OF AVID, EITHER PARTY AND ITS AFFILIATES TO THE OTHER PARTY AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU ITS AFFILIATES FOR ALL HARM, DAMAGES, INJURY OR LOSS CLAIMS OF ANY KIND SHALL BE LIMITED TO NOT EXCEED THE LESSER GREATER OF (aI) THE TOTAL AMOUNT OF TRANSACTION FEES PAID OR PAYABLE TO PALANTIR BY YOU TO AVID CUSTOMER UNDER THE APPLICABLE ORDER FORM IN THE TWELVE MONTH PERIOD (12) MONTHS PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND CLAIM FOR THE SERVICE OR PROFESSIONAL SERVICES THAT GAVE RISE TO SUCH CLAIM OR (bII) TEN ONE HUNDRED THOUSAND DOLLARS ($10,000.00USD 100,000), AND THIS SHALL BE YOUR ONLY THAT SUCH REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR FAIR AND ADEQUATE. THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY LIMITATIONS SET FORTH IN THIS SECTION 11 SHALL APPLY REGARDLESS OF WHETHER AN ACTION IS BASED ON CONTRACT, TORT (i) EVEN IF IT IS DETERMINED THAT AVID INCLUDING NEGLIGENCE), STRICT LIABILITY, OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY ANY OTHER LEGAL OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATHEQUITABLE THEORY.

Limitations of Liability. YOU AGREE THAT a) IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE LIABILITY OTHER FOR LOSS OF AVIDPROFIT, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU OR FOR ALL HARM, SPECIAL OR CONSEQUENTIAL DAMAGES, INJURY OR FOR ANY OTHER INDIRECT DAMAGES SUCH AS, BUT NOT LIMITED TO, EXEMPLARY OR PUNITIVE DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER PARTY SHALL NOT BE LIABLE TO THE OTHER FOR ANY CORRUPTION, ANY DOWN TIME OF THE PRODUCTS OR SERVICES OR SUSPENSION OF THE SERVICES OR USE OF THE PRODUCTS, OR FOR ANY LOSS OR MISTRANSMISSION OF PATIENT DATA, OR FOR THE SECURITY OF PATIENT DATA, OR FOR ANY MEDICAL OR PROFESSIONAL MALPRACTICE CLAIMS. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR LOSS OR DAMAGES RESULTING DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, FROM INTENTIONAL OR NEGLIGENCE ACTS, WILLFUL MISCONDUCT, ERRORS, OMISSIONS, INSOLVENCY OR OTHER FAULT OR CIRCUMSTANCES ATTRIBUTABLE TO ANY THIRD PARTY. b) DISTRIBUTOR'S AND ANY CUSTOMER END-USER'S SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH OF WARRANTY OR REPRESENTATION BY DOBI MEDICAL CONCERNING ANY PRODUCTS AND SERVICES SHALL BE LIMITED ONLY UPON WRITTEN REQUEST OF DISTRIBUTOR OR CUSTOMER END-USER AND ONLY IF RECEIVED BY DOBI MEDICAL WITHIN TWELVE (12) MONTHS OF SUCH ALLEGED BREACH. IN ANY EVENT, DOBI MEDICAL'S CUMULATIVE LIABILITY TO DISTRIBUTOR AND ITS CUSTOMER END-USERS FOR ANY AND ALL CLAIMS RELATING TO THE LESSER USE OF (a) OR THE INABILITY TO USE THE PRODUCTS AND SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT OF TRANSACTION THE FEES PAID OR OWED BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIM, DISTRIBUTOR AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE ITS CUSTOMER END-USER FOR THE HARMPRODUCTS AND SERVICES, DAMAGESWHETHER BASED ON CONTRACT, INJURY TORT OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (iOTHERWISE. c) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATHThe foregoing limitations of liability represents the allocation of risk of failure between the parties as reflected in the pricing hereunder and is an essential element of the basis of the bargain between the parties.

Limitations of Liability. YOU AGREE THAT UNDER NO CIRCUMSTANCES XXXX XXXXXXX BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES WHATSOEVER, OR FOR ANY LOSS OF DATA, BUSINESS, OR PROFITS, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OR INABILITY TO USE THE GRAVITY PLATFORM, WHETHER IN CONTRACT OR IN TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY IN TORT) EVEN IF XXXXXXX HAS BEEN ADVISED OF AVID, ITS AFFILIATES AND EACH THE POSSIBILITY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, SUCH DAMAGES, INJURY AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT XXXX XXXXXXX’X AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF OR LOSS SHALL BE LIMITED RELATING TO THIS XXXX EXCEED THE LESSER GREATER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES AMOUNTS PAID BY YOU TO AVID IN FOR THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND GRAVITY PLATFORM OR FIFTY DOLLARS ($10,000.0050 USD), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID . SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY EXCLUSION OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID FOR CONSEQUENTIAL OR AN AVID PARTY CAUSED THE HARM, INCIDENTAL DAMAGES, INJURY OR LOSS SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU, AND (ii) . IN SUCH AN EVENT THE ABOVE LIMITATIONS WILL BE ENFORCED TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATHTHE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

Limitations of Liability. YOU AGREE THAT MIST’S CUMULATIVE AND AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT AND/OR SALE OF THE LIABILITY OF AVID, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY PRODUCTS OR LOSS SERVICES SHALL BE LIMITED TO THE LESSER GREATER OF (a) U.S. $100,000 OR THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU RESELLER FOR MIST PRODUCTS (AS SUCH TERM IS DEFINED IN THIS AGREEMENT), UP TO AVID IN A MAXIMUM OF U.S. $2,000,000. TO THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIMMAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED NOTWITHSTANDING ANYTHING TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY CONTRARY CONTAINED IN THIS SECTION AGREEMENT, IN NO EVENT SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID MIST HAVE ANY LIABILITY OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTIONOBLIGATION WHATSOEVER FOR ANY LOST PROFITS, LOSS OF PROFITSDATA OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, PERSONAL INJURY OR DEATHFOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR UNDER THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREUNDER, WHETHER ARISING BY CONTRACT, TORT OR, UNDER ANY OTHER THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM THE USE OF PRODUCT PURCHASED HEREUNDER, OR THE FAILURE OF PRODUCTS OR SERVICES TO PERFORM, OR FOR ANY OTHER REASON, EVEN IF MIST IS INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OCCURING. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Limitations of Liability. YOU AGREE THAT 1. THE LIABILITY OF AVIDSERVICE PROVIDER’S ENTIRE LIABILITY, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERSWHETHER IN CONTRACT, DIRECTORSTORT (INCLUDING NEGLIGENCE), SHAREHOLDERSPRODUCT LIABILITY, EMPLOYEESSTRICT LIABILITY, AGENTSINDEMNIFICATION RESPONSIBILITY, REPRESENTATIVESOR OTHER LEGAL OR EQUITABLE THEORY, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLYFOR ANY CLAIM ARISING FROM OR RELATED TO THIS MASTER AGREEMENT OR ANY PRODUCT, AN “AVID PARTY” AND COLLECTIVELYDOCUMENTATION, SUPPORT, SERVICES OR OTHER ITEMS FURNISHED OR TO BE FURNISHED UNDER THIS AGREEMENT WILL IN NO EVENT EXCEED THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED FEES PAID TO THE LESSER OF (a) SERVICE PROVIDER BY THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN CLIENT FOR SUCH ITEM DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE INITIAL NOTICE OCCURRENCE OF THE EARLIEST EVENT GIVING RISE TO THE CAUSE OF ACTION NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY CLAIMLIMITED REMEDY. THIS LIMITATION IS CUMULATIVE, SUCH THAT ANY AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS ALL PAYMENTS MADE IN SATISFACTION OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT CLAIMS DECREASE THE LIMITATION AND THE EXISTENCE OF LIABILITY MORE THAN ONE CLAIM WILL NOT INCREASE THE LIMITATION. NO ACTION RELATED TO THIS AGREEMENT MAY BE BROUGHT MORE THAN TWO (2) YEARS AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO THE CAUSE OF ACTION. 2. IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID NO EVENT WILL THE SERVICE PROVIDER BE LIABLE TO CLIENT OR AN AVID PARTY CAUSED THE HARMTO ANY OTHER PERSON OR ENTITY FOR LOST DATA, DAMAGESLOST PROFITS, INJURY INTEREST OR LOSS TO YOUCOST OF MONEY; OR FOR COVER; OR FOR ANY PUNITIVE, AND (ii) TO ALL HARMINDIRECT, DAMAGESINCIDENTAL, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL SPECIAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE DAMAGES ARISING OUT OF OR RELATED TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATHTHIS MASTER AGREEMENT.

Limitations of Liability. YOU AGREE THAT THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE LIABILITY OF AVID, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) ALL INDEMNIFIED PARTIES TO YOU HEREUNDER OR OTHERWISE IN RESPECT OF THE PRODUCTS EXCEED THE AMOUNT YOU HAVE PAID FOR ALL HARM, DAMAGES, INJURY THE PRODUCTS OR LOSS SHALL BE LIMITED SERVICES OR THE RIGHTS TO USE THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID SOFTWARE IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE INITIAL NOTICE TIME THE CAUSE OF ACTION AROSE, SUBJECT TO ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LESSER LIMITATION OF LIABILITY IN ANY TERMS INCORPORATED HEREIN BY REFERENCE (INCLUDING, WITHOUT LIMITATION, ANY THIRD PARTY TERMS) IF APPLICABLE. NOTWITHSTANDING ANY OTHER PROVISION IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR AN AVID PARTY CAUSED THE HARM, CONSEQUENTIAL LOSSES OR DAMAGES, INJURY INCLUDING LOSS OF REVENUE OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTIONPROFITS, LOSS OF PROFITSDATA, PERSONAL INJURY BUSINESS INFORMATION OR DEATHLOSS OF USE THEREOF, FAILURE TO REALIZE EXPECTED PROFITS OR SAVINGS, COST OF CAPITAL, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF GOODWILL OR ANY OTHER NON-DIRECT, PECUNIARY, COMMERCIAL OR ECONOMIC LOSS OR DAMAGE OF ANY KIND WHETHER FORESEEN OR UNFORESEEN ARISING FROM OR INCIDENTAL TO THIS AGREEMENT. FOR GREATER CERTAINTY, THE FOREGOING LIMITATIONS AND EXCLUSIONS OF LIABILITY SHALL NOT APPLY TO (A) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER; OR (B) INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS.

Limitations of Liability. YOU AGREE IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, MULTIPLE, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR FOR ANY LOSS OR INJURY TO A PARTY'S PROFITS OR GOODWILL, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE), EVEN IF SUCH PARTY WAS ADVISED OR OTHERWISE AWARE OF THE LIKELIHOOD OF SUCH DAMAGES, EXCEPT WITH RESPECT TO CONSEQUENTIAL DAMAGES (WHICH IN NO EVENT WILL INCLUDE ANY PUNITIVE DAMAGES) AWARDED TO A PARTY THAT THE LIABILITY NON-BREACHING PARTY DEMOSTRATES RESULTED FROM A BREACH OF AVID, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST SECTION 8.1 (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED TO THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00CONFIDENTIALITY; EXCEPTIONS), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSSSECTION 8.2 (AUTHORIZED DISCLOSURE). YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY NOTHING IN THIS SECTION SHALL APPLY 10.1 (iLIMITATIONS OF LIABILITY) EVEN IF IT IS DETERMINED THAT AVID INTENDED TO LIMIT OR AN AVID RESTRICT THE INDEMNIFICATION RIGHTS OR OBLIGATIONS OF EITHER PARTY CAUSED UNDER ARTICLE 11 (INDEMNIFICATION) WITH RESPECT TO ANY DAMAGES PAID BY THE HARM, DAMAGES, INJURY OR LOSS OTHER PARTY TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATHA THIRD PARTY IN CONNECTION WITH A THIRD PARTY CLAIM.

Limitations of Liability. YOU AGREE THAT CLIENT'S SOLE AND EXCLUSIVE REMEDIES FOR DAMAGES FROM ANY CAUSE RELATED TO OR ARISING OUT OF THIS AGREEMENT REGARDLESS OF THE LIABILITY LEGAL THEORY, WHETHER BASED ON NEGLIGENCE, BREACH OF AVIDCONTRACT, WARRANTY OR OTHER LEGAL THEORY, WILL BE THOSE PROVIDED IN THIS AGREEMENT. IN NO EVENT SHALL UNISYS, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERSAFFILIATES, DIRECTORSSUPPLIERS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL SUBCONTRACTORS BE LIMITED TO THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM(I) INDIRECT, DAMAGESINCIDENTAL, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARMSPECIAL, DAMAGESPUNITIVE, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION; (II) LOST PROFITS, LOSS OF PROFITSUSE OR LOSS OF REVENUE (WHETHER DIRECT OR INDIRECT); (III) DAMAGE TO OR LOSS OF DATA; (IV) LOSS OF GOODWILL OR OTHER DIMINUTION IN THE VALUE OF THE CLIENT'S BUSINESS; OR (V) CLAIMS AGAINST CLIENT FROM OTHERS EXCEPT FOR AMOUNTS FOR WHICH CLIENT IS INDEMNIFIED UNDER THE PATENT AND COPYRIGHT SECTION OF THIS AGREEMENT, PERSONAL INJURY IN ALL CASES EVEN IF KNOWN OR DEATHFORESEEABLE. EXCEPT FOR AMOUNTS FOR WHICH CLIENT IS INDEMNIFIED UNDER THE INFRINGEMENT INDEMNIFICATION SECTION OF THIS AGREEMENT, THE TOTAL AGGREGATE LIABILITY OF UNISYS, ITS AFFILIATES, SUPPLIERS AND SUBCONTRACTORS WILL NOT EXCEED THE GREATER OF $100,000 OR THE CHARGES PAID UNISYS OR ITS AFFILIATES FOR THE SERVICE THAT IS THE SUBJECT OF THE CLAIM DURING THE 12 MONTHS BEFORE THE CLAIM.

Limitations of Liability. YOU AGREE THAT EXCEPT FOR LIABILITY ARISING FROM A PARTY’S INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 9, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND, HOWEVER CAUSED AND WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, INCLUDING LOSS OF BUSINESS, GOODWILL, PROFITS, DATA, SALES OR REVENUE, WORK STOPPAGE OR COMPUTER FAILURE OR MALFUNCTION, IN EACH CASE WHETHER OR NOT THE LIABILITY PARTY HAS BEEN ADVISED OF AVIDTHE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) IN NO EVENT WILL TRELATECH BE LIABLE TO YOU CUSTOMER FOR ALL HARM, ANY DAMAGES, INJURY COSTS, CLAIMS OR LOSS SHALL BE LIMITED OTHER LIABILITIES (INCLUDING INDEMNIFICATION OBLIGATIONS) RELATED TO OR ARISING OUT OF THIS AGREEMENT, WHETHER IN CONTRACT, NEGLIGENCE OR TORT, IN EXCESS OF THE LESSER OF (aI) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU THE CUSTOMER FOR THE RIGHT TO AVID IN ACCESS AND USE THE PLATFORM SERVICE UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE INITIAL NOTICE EVENT OR ACT GIVING RISE TO THE CAUSE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATH.ACTION AND

Limitations of Liability. YOU AGREE THAT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, (IN PARTICULAR, THE CONTROL OF EXEMPTION CLAUSES ORDINANCE (CAP 71, LAWS OF HONG KONG)), THE TOTAL LIABILITY OF HID AND ITS SUPPLIERS FOR ALL DIRECT DAMAGES RELATING TO OR ARISING FROM THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, CONTRACT DAMAGES AND DAMAGES FOR INJURIES TO PERSONS OR PROPERTY, WHETHER ARISING FROM HID’S BREACH OF THIS AGREEMENT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT WITH RESPECT TO THE PRODUCTS, OR ANY SERVICE PROVIDED IN CONNECTION WITH THE PRODUCTS OR OTHERWISE, SHALL IN NO EVENT EXCEED THE AMOUNT HID RECEIVED FROM CUSTOMER FOR THE PARTICULAR PRODUCT OR SERVICE GIVING RISE TO THE LIABILITY. HID WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY DAMAGE OR LOSS RESULTING FROM THE OPERATION OR PERFORMANCE OF ANY THIRD PARTY PRODUCT OR ANY SYSTEMS IN WHICH AN HID PRODUCT IS INCORPORATED. TO THE EXTENT PERMITTED BY APPLICABLE LAW, (IN PARTICULAR, THE CONTROL OF EXEMPTION CLAUSES ORDINANCE (CAP 71, LAWS OF HONG KONG)), IN NO EVENT SHALL HID BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE, DATA OR OTHER ECONOMIC ADVANTAGE AND ANY NON- ECONOMIC LOSSES, REGARDLESS OF THE LEGAL THEORY ON WHICH ANY SUCH DAMAGES MAY BE BASED AND EVEN IF A PARTY HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. These limitations shall apply notwithstanding the failure of the essential purpose of any limited remedy specified herein. NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS THE LIABILITY OF AVID, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID EITHER PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED TO THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATH.:

Limitations of Liability. YOU AGREE THAT TO THE LIABILITY MAXIMUM EXTENT PERMITTED BY LAW, AND NOTWITHSTANDING ANY OTHER PROVISION OF AVIDTHIS AGREEMENT, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERSLAUDER MANAGEMENT WILL NOT BE LIABLE FOR ANY INDIRECT, DIRECTORSSPECIAL, SHAREHOLDERSEXEMPLARY, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, OR CONSEQUENTIAL DAMAGES, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, INCLUDING FOR LOSS, CORRUPTION, OR INACCURACY OF DATA, LOST PROFITS, LOST BUSINESS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR LIABILITY OR INJURY TO THIRD PERSONS, WHETHER FORESEEABLE OR LOSS NOT AND REGARDLESS WHETHER LAUDER MANAGEMENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, LAUDER MANAGEMENT’S (INCLUDING ANY OF ITS AFFILIATES) AGGREGATE LIABILITY, FOR DAMAGES (MONETARY OR OTHERWISE) UNDER THESE TERMS CLAIMED BY YOU OR ANY THIRD PARTY ARISING FROM THE SITE OR OUR GOODS OR SERVICES, SHALL BE LIMITED TO THE LESSER OF (aI) THE TOTAL AMOUNT OF TRANSACTION FEES PAID ACTUAL DAMAGES INCURRED, OR (II) PAYMENTS MADE BY YOU TO AVID IN FOR THE TWELVE MONTH PERIOD GOODS OR SERVICES DURING THE SIX (6) MONTHS PRECEDING THE INITIAL NOTICE CLAIM. THE EXISTENCE OF MULTIPLE CLAIMS WILL NOT ENLARGE THIS LIMIT. THIS LIMITATION WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATHLIMITED REMEDY.

Limitations of Liability. YOU AGREE THAT NOTWITHSTANDING ANYTHING HEREIN TO THE LIABILITY CONTRARY OR ANY FAILURE OF AVIDESSENTIAL PURPOSE, IN NO EVENT SHALL AN IC OR COMPANY (INCLUDING ANY OF ITS AFFILIATES AND EACH RELATED PARTIES (AS DEFINED BELOW) BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INCI- DENTAL, INDIRECT, PUNITIVE OR EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF THEIR RESPECTIVE OFFICERSANY KIND OR NATURE, DIRECTORSHOWEVER CAUSED, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST ARISING OUT OF OR RELATED TO THE IC AGREEMENT OR THE SUBJECT MATTER HEREOF (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE INCLUDING BUT NOT LIMITED TO THE LESSER OF (a) COMPANY PROD- UCTS, THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIMPROGRAM, AND (b) TEN THOUSAND DOLLARS ($10,000.00COMPANY MARKETING MATERIALS, OR TRS BUSINESS SUPPLIES), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF WHAT LEGAL CONTRACT, TORT, OR OTHER THEORY IS USED OF LIABILITY (INCLUDING BUT NOT LIMITED TO DETERMINE THAT AVID NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, EVEN IF THE IC OR COMPANY (OR ANY AVID PARTY WAS LIABLE OF ITS RELATED PARTIES) HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN JURISDICTIONS THAT DO NOT GIVE EFFECT TO LIMITED LIABILITY OR EXCULPATORY CLAUSES, THIS PROVISION IS NOT APPLICABLE. IN JURISDICTIONS THAT ALLOW FOR EXCULPATORY OR LIMITED LIABILITY CLAUSES IN A LIMITED MANNER, THIS PROVI- SION IS APPLICABLE TO THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT FULLEST EXTENT ALLOWED BY THE LIMITATION LAW OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATHSUCH JURISDICTION.

Limitations of Liability. YOU AGREE THAT NOTWITHSTANDING ANYTHING HEREIN TO THE LIABILITY CONTRARY, TO THE EXTENT PERMITTED BY LAW, FOR ANY CAUSE RELATED TO OR ARISING OUT OF AVIDTHIS AGREEMENT, WHETHER IN AN ACTION BASED ON A CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR ANY OTHER LEGAL OR EQUITABLE THEORY, HOWEVER ARISING, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES AND EACH HAVE ANY LIABILITY ARISING OUT OF THEIR RESPECTIVE OFFICERSOR RELATED TO THIS AGREEMENT FOR (A) ANY LOST PROFITS, DIRECTORSREVENUES, SHAREHOLDERSGOODWILL, EMPLOYEESOR INDIRECT, AGENTSSPECIAL, REPRESENTATIVESINCIDENTAL, ASSIGNS AND SUCCESSORS-IN-INTEREST CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES;; OR (INDIVIDUALLYB) DAMAGES IN AN AMOUNT THAT EXCEEDS THE AMOUNTS PAID OR PAYABLE TO RISKIQ BY THE CUSTOMER (OR, AN “AVID PARTY” AND COLLECTIVELYIF APPLICABLE, THE “AVID PARTIES”CHANNEL PARTNER) TO YOU UNDER THIS AGREEMENT FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED THE SERVICE THAT IS THE SUBJECT OF THE CLAIM DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE LESSER FIRST EVENT WHICH GIVES RISE TO SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY WHETHER OR NOT A PARTY HAS BEEN ADVISED OF (a) THE TOTAL AMOUNT POSSIBILITY OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE SUCH DAMAGES OR IF SUCH DAMAGES WERE FORESEEABLE AND NOTHWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATHLIMITED REMEDY.

Limitations of Liability. YOU AGREE THAT EXCEPT FOR: (I) A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS; (II) A PARTY’S INDEMNITY OBLIGATIONS; OR (III) A PARTY’S GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT (“Excluded Liabilities”), (A) IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (1) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (2) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (3) LOSS OF GOODWILL OR REPUTATION; (4) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (5) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE; AND (B) IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF AVIDOR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, ITS AFFILIATES INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND EACH OTHERWISE EXCEED THE TOTAL AMOUNTS PAID AND/OR PAYABLE TO TYDO UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM; PROVIDED THAT, NOTWITHSTANDING THE FOREGOING, TYDO’S AGGREGATE LIABILITY ARISING OUT OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST OR RELATING TO ANY EXCLUDED LIABILITIES WILL NOT EXCEED THREE TIMES (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED TO THE LESSER OF (a3X) THE TOTAL AMOUNT OF TRANSACTION FEES AMOUNTS PAID BY YOU AND/OR PAYABLE TO AVID TYDO UNDER THIS AGREEMENT IN THE TWELVE MONTH PERIOD TWELVE‌ (12) MONTHS IMMEDIATELY PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATH.

Limitations of Liability. YOU AGREE THAT EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, (I) NEITHER PARTY SHALL BE LIABLE TO THE LIABILITY OF AVIDOTHER PARTY, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVESAFFILIATES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLYCLIENTS, AN “AVID PARTY” AND COLLECTIVELYOR ANY OTHER PERSONS, THE “AVID PARTIES”) TO YOU FOR ALL HARMANY LOST PROFITS OR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES, INJURY OR LOSS SHALL BE LIMITED TO EVEN IF ADVISED IN ADVANCE OF THE LESSER POSSIBILITY OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIMSUCH DAMAGES, AND (bII) TEN THOUSAND DOLLARS ($10,000.00)EXCEPT FOR LIABILITY ARISING FROM A BREACH OF SECTION 5, A PARTY’S PAYMENT OBLIGATIONS, OR A PARTY’S INDEMNIFICATION OBLIGATIONS RELATED TO INTELLECTUAL PROPERTY INFRINGEMENT OR VIOLATION OF LAW, IN NO EVENT WILL EITHER PARTY’S LIABILITY FOR ANY AND ALL CLAIMS, IN THE AGGREGATE, ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THIS SHALL BE YOUR ONLY REMEDY REGARDLESS AGREEMENT OR THE PERFORMANCE OF WHAT LEGAL THEORY IS USED ITS OBLIGATIONS HEREUNDER EXCEED [*]. [*] = CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSSOMITTED PORTIONS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATH.CONFIDENTIAL TREATMENT REQUESTED

Limitations of Liability. YOU AGREE THAT IN NO EVENT SHALL ANY PARTY HAVE ANY LIABILITY, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), WARRANTY OR ANY OTHER LEGAL OR EQUITABLE GROUNDS, FOR ANY PUNITIVE, CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL OR INCIDENTAL LOSS OR DAMAGE SUFFERED BY THE LIABILITY OTHER ARISING FROM OR RELATED TO THE PERFORMANCE OR NONPERFORMANCE OF AVIDTHIS AGREEMENT, ITS AFFILIATES AND EACH INCLUDING LOSS OF THEIR RESPECTIVE OFFICERSDATA, DIRECTORSPROFITS, SHAREHOLDERSINTEREST OR REVENUE OR INTERRUPTION OF BUSINESS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELYEVEN IF SUCH PARTY HAS BEEN INFORMED OF OR MIGHT OTHERWISE HAVE ANTICIPATED OR FORESEEN THE POSSIBILITY OF SUCH LOSSES OR DAMAGES. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED TO THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 4.6 SHALL NOT APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARMTO PERSONAL INJURY, DAMAGES, INJURY OR LOSS TO YOUINCLUDING DEATH, AND (ii) DAMAGES TO ALL HARMTANGIBLE PROPERTY CAUSED BY THE WILLFUL OR INTENTIONAL ACTS OF A PARTY OR ITS EMPLOYEES, DAMAGESAGENTS OR SUBCONTRACTORS, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL ANY LIABILITIES ARISING UNDER THE TRANSMISSION FACILITIES LEASE. THIS SECTION 4.6 SHALL SURVIVE ANY TERMINATION OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS EXPIRATION OF PROFITS, PERSONAL INJURY OR DEATHTHIS AGREEMENT.

Limitations of Liability. YOU AGREE THAT THE LIABILITY 8.1 LICENSEE'S SOLE REMEDY WITH RESPECT TO ANY CLAIMS ARISING OUT OF AVID, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS THIS LICENSE AGREEMENT SHALL BE LIMITED IN THE AGGREGATE TO THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES MONIES PAID BY YOU LICENSEE TO AVID IN ELITHION UNDER THIS LICENSE AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS EVENT GIVING RISE TO SUCH LIABILITY. 8.2 IN NO EVENT SHALL ELITHION BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARMANY SPECIAL, DAMAGESINDIRECT, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARMINCIDENTAL, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL PUNITIVE OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, INCLUDING LOSS OF PROFITSPROFITS AND GOODWILL, PERSONAL INJURY BUSINESS OR DEATHBUSINESS BENEFIT, OR THE COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS BY LICENSEE EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO CIRCUMSTANCES SHALL ELITHION BE LIABLE FOR ANY FAILURE OF THE PRODUCTS TO PERFORM IN ACCORDANCE WITH THE DOCUMENTATION, OR AT ALL, RESULTING FROM A FAILURE BY THE LICENSEE TO COMPLY WITH THE MINIMUM REQUIREMENTS. ADDITIONALLY, LICENSEE ACKNOWLEDGES THAT WHILST THE PRODUCTS MAY BE USED IN COMBINATION WITH THIRD PARTY PRODUCTS, ELITHION BEARS NO LIABILITY, WHATSOEVER ARISING, FOR ANY LOSS, DAMAGE OR COST THAT ARISES FROM A FAILURE OF THE PRODUCTS TO INTEGRATE WITH LICENSEE OR THIRD PARTY PRODUCTS.

Limitations of Liability. YOU AGREE THAT TO THE LIABILITY OF AVIDMAXIMUM EXTENT PERMITTED BY LAW, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERSMARKETING 360 SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, DIRECTORSINDIRECT, SHAREHOLDERSINCIDENTAL, EMPLOYEESSPECIAL, AGENTSEXEMPLARY, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, OR PUNITIVE DAMAGES, INJURY LOST PROFITS OR LOSS REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THESE TERMS, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY CLIENT OR COULD HAVE BEEN REASONABLY FORESEEN, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES, YOUR LIABILITY ARISING FROM YOUR OBLIGATIONS UNDER THE INDEMNIFICATION SECTION AND YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT SHALL BE LIMITED AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE LESSER THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (aINCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL AMOUNT OF TRANSACTION FEES THE AMOUNTS YOU PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE MARKETING 360 FOR THE HARMSERVICES SOLD HEREUNDER. WITHOUT LIMITING THE FOREGOING, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATH.MARKETING 360 IS

Limitations of Liability. YOU AGREE EXCEPT IN CONNECTION WITH USE OF SALTSTACK TECHNOLOGY BEYOND THE SCOPE OF ANY LICENSE GRANTED HEREIN: (I) IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR: ANY INDIRECT, MORAL, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES; ANY LOSS OF USE, DATA, OR PROFITS; OR ANY INTERRUPTION OF BUSINESS - ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, HOWEVER CAUSED, AND WHETHER OR NOT IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE; AND (II) THE AGGREGATE LIABILITY OF EITHER PARTY WITH RESPECT TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CUSTOMER PURSUANT TO THIS AGREEMENT FOR THE PRODUCTS THAT GAVE RISE TO THE LIABILITY WITHIN THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. THE FOREGOING LIMITATIONS AND EXCLUSIONS OF AVIDLIABILITY WILL APPLY REGARDLESS OF THE FORM OR SOURCE OF ACTION, ITS AFFILIATES AND EACH REGARDLESS OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, ANY OBLIGATION STATED UNDER THIS AGREEMENT. THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED TO THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID LIMITATION ON DAMAGES AS SET FORTH IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION PRIOR SENTENCE SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID IN THE EVENT OF A FUNDAMENTAL BREACH OR AN AVID PARTY CAUSED A BREACH OF THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS FUNDAMENTAL TERMS OF PROFITS, PERSONAL INJURY OR DEATHTHIS AGREEMENT.

Limitations of Liability. YOU AGREE THAT THE LIABILITY OF AVID, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED TO THE LESSER OF (a) TO THE TOTAL AMOUNT MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF TRANSACTION FEES PAID BY YOU TO AVID IN DATA, REVENUE, AND/OR PROFITS), WHETHER FORESEEABLE OR UNFORESEEABLE, ARISING OUT OF THIS AGREEMENT, REGARDLESS OF WHETHER THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE LIABILITY IS BASED ON BREACH OF ANY CLAIMCONTRACT, TORT, STRICT LIABILITY, BREACH OF WARRANTIES OR OTHERWISE, AND EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. (b) TEN THOUSAND DOLLARS EACH PARTY’S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS ($10,000.00c) SECTIONS 10(A)-(B) DO NOT APPLY TO LIABILITY ARISING FROM: (1) THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES UNDER SECTION 8; (2) BREACH OF OR CLAIMS UNDER SECTION 7 (CONFIDENTIALITY); (3) ANY INFRINGEMENT, MISUSE OR MISAPPROPRIATION BY ONE PARTY OF ANY INTELLECTUAL PROPERTY RIGHTS OF THE OTHER (INCLUDING WITHOUT LIMITATION A BREACH OF THE TRADEMARK LICENSE PROVISIONS OF SECTION 5 THAT REMAINS UNCURED), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR BREACH OF THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT PROVISIONS IN THE LIMITATION OF LIABILITY LICENSING REQUIREMENTS SECTION IN THIS SECTION SHALL APPLY ANY INTEGRATION SPEC; OR (i4) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATHFRAUD.

Limitations of Liability. YOU AGREE THAT 7.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER OR ANY THIRD PARTY FOR LOST PROFITS OR REVENUE OR FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE, COST OF COVER, SPECIAL, RELIANCE OR EXEMPLARY DAMAGES, OR INDIRECT DAMAGES OF ANY TYPE OR KIND HOWEVER CAUSED, WHETHER FROM BREACH OF WARRANTY, BREACH OR REPUDIATION OF CONTRACT, NEGLIGENCE, OR ANY OTHER LEGAL CAUSE OF ACTION FROM OR IN CONNECTION WITH THIS AGREEMENT (AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). 7.2 EXCEPT WITH REGARD TO AMOUNTS PAYABLE BY CLIENT UNDER THIS AGREEMENT, AND EXCEPT FOR ANY BREACH OF CONFIDENTIALITY RELATING TO PHI OR PII, THE MAXIMUM LIABILITY OF AVID, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED EITHER PARTY TO THE LESSER OTHER OR ANY THIRD PARTY WHATSOEVER ARISING OUT OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID OR IN THE TWELVE MONTH PERIOD PRECEDING CONNECTION WITH THIS AGREEMENT, INCLUDING THE INITIAL NOTICE USE OR OTHER DEPLOYMENT OF THE HOSTED SERVICE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIMCLAIM BASED ON BREACH OR REPUDIATION OF CONTRACT, AND (b) TEN THOUSAND DOLLARS ($10,000.00)BREACH OF WARRANTY, AND THIS NEGLIGENCE, TORT, STATUTORY DUTY, OR OTHERWISE, SHALL BE YOUR ONLY REMEDY REGARDLESS IN NO CASE EXCEED THE EQUIVALENT OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE 12 MONTHS IN SUBSCRIPTION FEES FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE HOSTED SERVICE THAT IS THE LIMITATION SUBJECT OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATHCLAIM.

Limitations of Liability. YOU AGREE THAT TO THE LIABILITY OF AVIDFULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN ADDITION TO THE WARRANTY AND OTHER DISCLAIMERS IN THIS AGREEMENT, IN NO EVENT SHALL TOMOFUN, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, PARTNERS, AGENTS, REPRESENTATIVESOR AFFILIATES, ASSIGNS AND SUCCESSORS-IN-INTEREST BE (INDIVIDUALLYA) LIABLE FOR ANY INDIRECT, AN “AVID PARTY” AND COLLECTIVELYINCIDENTAL, THE “AVID PARTIES”) TO YOU FOR ALL HARMSPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INJURY OR LOSS SHALL BE LIMITED TO THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTIONWITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES ARISING FROM OR RELATING TO THE SERVICES, WHETHER OR NOT WE HAVE BEEN INFORMED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, AND (B) HAVE TOTAL CUMULATIVE LIABILITY FOR ANY DIRECT DAMAGES, PROPERTY DAMAGE, PERSONAL INJURY INJURY, LOSS OF LIFE OR DEATHANY OTHER DAMAGES NOT EXCLUDED OR PRECLUDED PURSUANT TO (A) ABOVE, ARISING FROM OR RELATED TO THE SERVICES, WHETHER IN CONTRACT OR TORT OR OTHERWISE, SHALL BE LIMITED TO AN AMOUNT NEVER TO EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO TOMOFUN OR AN AUTHORIZED TOMOFUN RESELLER FOR THE SERVICES AT ISSUE WITHIN THE PRIOR TWELVE (12) MONTHS (IF ANY). TOMOFUN DISCLAIMS ALL LIABILITY OF ANY KIND OF XXXXXXX’S LICENSORS AND SUPPLIERS. TOMOFUN DISCLAIMS ALL LIABILITY ARISING FROM OR RELATING TO ANY CONTENT OR PRIVATE CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT OR PRIVATE CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT OR PRIVATE CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED IN CONNECTION WITH USE OF, OR EXPOSURE TO, ANY CONTENT OR PRIVATE CONTENT POSTED, EMAILED, ACCESSED, TRANSMITTED, DISSEMINATED OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. THIS SECTION SHALL APPLY EVEN IF TOMOFUN IS FOUND LIABLE FOR ANY LOSS OR DAMAGE DUE TO BREACH OF CONTRACT, BREACH OF EXPRESS OR IMPLIED OR LIMITED WARRANTY, NEGLIGENCE OF ANY KIND OR DEGREE, SUBROGATION, INDEMNIFICATION OR CONTRIBUTION, STRICT PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY OF LIABILITY. FOR THOSE JURISDICTIONS THAT DO NOT PERMIT LIMITATION OF LIABILITY FOR GROSS NEGLIGENCE, THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO ANY WILLFUL, WANTON, INTENTIONAL, RECKLESS MISCONDUCT, OR GROSS NEGLIGENCE OF TOMOFUN.

Limitations of Liability. YOU AGREE THAT EXCEPT FOR: (I) A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS; (II) A PARTY’S INDEMNITY OBLIGATIONS; OR (III) A PARTY’S GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT (“Excluded Liabilities”), (A) IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (1) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (2) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (3) LOSS OF GOODWILL OR REPUTATION; (4) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (5) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE; AND (B) IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF AVIDOR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, ITS AFFILIATES INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND EACH OTHERWISE EXCEED THE TOTAL AMOUNTS PAID AND/OR PAYABLE TO POLYOPS UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM; PROVIDED THAT, NOTWITHSTANDING THE FOREGOING, POLYOPS’S AGGREGATE LIABILITY ARISING OUT OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST OR RELATING TO ANY EXCLUDED LIABILITIES WILL NOT EXCEED THREE TIMES (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED TO THE LESSER OF (a3X) THE TOTAL AMOUNT OF TRANSACTION FEES AMOUNTS PAID BY YOU AND/OR PAYABLE TO AVID POLYOPS UNDER THIS AGREEMENT IN THE TWELVE MONTH PERIOD (12) MONTHS IMMEDIATELY PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATH.

Limitations of Liability. YOU AGREE THAT THE EXCEPT FOR LIABILITY OR DAMAGE ARISING UNDER ANY VIOLATION OF AVIDSECTIONS 5, ITS AFFILIATES 6, 7 AND EACH 8.A AND 9 OF THEIR RESPECTIVE OFFICERSTHIS AGREEMENT, DIRECTORSOR FOR ANY CLAIM OR ACTION SOUNDING IN TORT CAUSED BY ANY TORTIOUS INTENTIONAL MISCONDUCT, SHAREHOLDERSGROSS NEGLIGENCE OR WILLFUL OR WANTON CONDUCT BY OR ON BEHALF OF A PARTY, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED TO THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATHPROPERTY DAMAGE, THE FOLLOWING LIABILITY LIMITS APPLY TO THIS AGREEMENT: A. A PARTY WILL HAVE NO LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING UNDER THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, REVENUES, BUSINESS OPPORTUNITY OR DATA) HOWEVER ARISING AND UNDER ANY THEORY OF LIABILITY (INCLUDING BREACH OF CONTRACT BREACH OF WARRANTY AND TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY)), REGARDLESS OF WHETHER THE PARTY KNEW, SHOULD HAVE KNOWN OR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND B. IN NO EVENT SHALL A PARTY'S LIABILITY TO THE OTHER PARTY FOR DIRECT DAMAGES FOR ALL CAUSES OF ACTION IN THE AGGREGATE EXCEED THE GREATER OF TWO (2) TIMES THE FIXE FEE FOR THE THEN-CURRENT CALENDAR YEAR STATEMENT OF WORK OR TWO (2) TIMES THE AMOUNT OF FEES PAID UNDER THIS AGREEMENT.

Limitations of Liability. YOU AGREE THAT THE LIABILITY OF AVID10.1. DIRECT, ITS AFFILIATES INDIRECT AND EACH OF THEIR RESPECTIVE OFFICERSCONSEQUENTIAL DAMAGES: TSP WILL NOT BE LIABLE (JOINTLY OR SEVERALLY) TO CUSTOMER, DIRECTORSOR ANY THIRD PARTY, SHAREHOLDERSFOR DIRECT, EMPLOYEESINDIRECT, AGENTSCONSEQUENTIAL, REPRESENTATIVESSPECIAL, ASSIGNS INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS AND SUCCESSORS-IN-INTEREST LOST REVENUES (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIESEXCLUDED DAMAGES”) TO YOU FOR ALL HARMRESULTING FROM IMPROPER USE, MODIFICATIONS, ALTERATIONS, REPAIRS, MISUSE, ABUSE, VANDALISM, DAMANGE CAUSED BY OR RESULTING FROM ACTIONS TAKEN BY THE SERVING UTILITY COMPANY, FIRE, STORM, FLOOD OR OTHER ACTS OF GOD, WHETHER OR NOT CHARACTERIZED IN NEGLIGENCE, TORT, CONTRACT, OR OTHER THEORY OF LIABILITY, EVEN IF ANY OF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN ANY OF THE EXCLUDED DAMAGES, INJURY OR LOSS SHALL AND IRRESPECTIVE OF ANY FAILURE OF AN ESSENTIAL PURPOSE OF THE LIMITED WARRANTY. IF ANY APPLICABLE AUTHORITY HOLDS ANY PORTION OF THIS SECTION TO BE UNENFORCEABLE, THEN THE PARTIES’ LIABILITY WILL BE LIMITED TO THE LESSER FULLEST POSSIBLE EXTENT PERMITTED BY APPLICABLE LAW. 10.2. LIMITATIONS OF USE: THE SYSTEM AND ITS COMPONENTS, INCLUSIVE OF ALL PRODUCTS MANUFACTURED BY OTHERS INCLUDING BUT NOT LIMITED TO BATTERIES (a) THE TOTAL AMOUNT “MANUFACTURED PRODUCTS”), ARE NOT INTENDED FOR USE AS A PRIMARY OR BACKUP POWER SOURCE FOR BUSINESSES, LIFE-SUPPORT SYSTEMS, OTHER MEDICAL EQUIPMENT, OR ANY OTHER USE WHERE SYSTEM AND/OR MANUFACTURED PRODUCTS FAILURE COULD LEAD TO INJURY TO PERSONS OR LOSS OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE LIFE OR CATASTROPHIC PROPERTY DAMAGE. CUSTOMER UNDERSTANDS AND AGREES THAT TSP DISCLAIMS ANY AND ALL LIABILITY ARISING OUT OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS SUCH USE OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID ITS SYSTEM OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, PERSONAL INJURY OR DEATHMANUFACTURED PRODUCTS.

Limitations of Liability. YOU AGREE THAT THE LIABILITY OF AVID(i) IN NO EVENT SHALL XDTI, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERSAGENTS, AFFILIATES, EMPLOYEES, AGENTSADVERTISERS, REPRESENTATIVESOR DATA PROVIDERS BE LIABLE FOR ANY INDIRECT, ASSIGNS AND SUCCESSORS-IN-INTEREST SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE INCLUDING BUT NOT LIMITED TO THE LESSER LOSS OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIM, AND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTIONUSE, LOSS OF PROFITS, PERSONAL INJURY BUSINESS INTERRUPTION, OR DEATHLOSS OF DATA) WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), EQUITY OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE TOOLS, SANDBOX, XDTI CONTENT, OR XDTI API. (ii) NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, XDTI’S AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT, SHALL IN NO EVENT EXCEED ONE HUNDRED U.S. DOLLARS ($100.00). REGARDLESS OF ANY LAW OR STATUTE, ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN ONE (1) YEAR. (iii) SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS OF LIABILITY SO THE ABOVE LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE MANDATORY LAW (AND SHALL NOT LIMIT OR EXCLUDE ANY LIABILITY THAT CANNOT LEGALLY BE EXCLUDED OR LIMITED UNDER MANDATORY LAW).

Limitations of Liability. YOU AGREE THAT 6.1 THE MAXIMUM LIABILITY OF AVIDD&B, ANY OF ITS AFFILIATES AFFILIATE, AND EACH OF THEIR RESPECTIVE THE OFFICERS, DIRECTORS, SHAREHOLDERSEMPLOYEE, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) SHAREHOLDERS OR AGENTS OF ANY OF THEM TO YOU FOR ALL HARMOR A THIRD PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT, DAMAGESREGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, INJURY TORT, BREACH OF WARRANTY OR LOSS SHALL BE OTHERWISE) OR IN CONNECTION WITH THIS WEBSITE IN ANY WAY OR IN CONNECTION WITH THE USE, INABILITY TO USE OR THE RESULTS OF USE OF THIS WEBSITE, INCLUDING BUT NOT LIMITED TO THE LESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU LOSS OR DAMAGE DUE TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIMVIRUSES THAT MAY INFECT YOUR COMPUTER EQUIPMENT, AND (b) TEN SOFTWARE, DATA OR OTHER PROPERTY, WILL NOT EXCEED FIVE THOUSAND DOLLARS ($10,000.005,000). ANY CLAIMS WILL BE BROUGHT, IN ACCORDANCE WITH THIS AGREEMENT, WITHIN 12 MONTHS OF THE FIRST OCCURRENCE GIVING RISE TO SUCH CLAIMS, OR SUCH CLAIMS WILL BE FOREVER BARRED. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST D&B ONLY IN YOUR INDIVIDUAL CAPACITY AND THIS NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. 6.2 D&B SHALL NOT BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARMSPECIAL, DAMAGESINCIDENTAL, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL PUNITIVE OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, DAMAGES (INCLUDING LOSS OF PROFITS), PERSONAL INJURY OR DEATHEVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.