Common use of Limitations on Liability Clause in Contracts

Limitations on Liability. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT OR OTHERWISE, SHALL LICENSEE BE LIABLE TO DEVELOPER OR ANY AFFILIATE OF DEVELOPER OR ANY OTHER PERSON FOR (I) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER EVEN IF LICENSEE SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES; OR (II) ANY AMOUNT IN EXCESS OF THE TOTAL AMOUNT PAID BY LICENSEE TO DEVELOPER UNDER THIS AGREEMENT TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH A CLAIM GIVING RISE TO LIABILITY IS MADE, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2, WHICH CLAIMS SHALL NOT BE SUBJECT TO ANY CAP ON LIABILITY. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENT.

Limitations on Liability. (a) SUBJECT TO SECTION 6.02, THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAWLIABILITIES OF PROVIDER AND ITS SUBSIDIARIES AND THEIR RESPECTIVE REPRESENTATIVES, COLLECTIVELY, UNDER NO CIRCUMSTANCES AND THIS AGREEMENT FOR ANY ACT OR FAILURE TO ACT IN CONNECTION HEREWITH (INCLUDING THE PERFORMANCE OR BREACH OF THIS AGREEMENT), OR FROM THE SALE, DELIVERY, PROVISION OR USE OF ANY SERVICES PROVIDED UNDER NO LEGAL THEORYOR CONTEMPLATED BY THIS AGREEMENT, WHETHER IN TORTCONTRACT, CONTRACT TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, SHALL LICENSEE BE LIABLE NOT EXCEED THE AGGREGATE CHARGES PAID OR PAYABLE TO DEVELOPER OR ANY AFFILIATE OF DEVELOPER OR ANY OTHER PERSON FOR (I) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER EVEN IF LICENSEE SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES; OR (II) ANY AMOUNT IN EXCESS OF THE TOTAL AMOUNT PAID PROVIDER BY LICENSEE TO DEVELOPER RECIPIENT UNDER THIS AGREEMENT OVER THE PREVIOUS TWELVE (12) MONTHS OR SINCE THE DATE OF THIS AGREEMENT (IF PRIOR TO THE DATE ON WHICH A CLAIM FIRST ANNIVERSARY OF THIS AGREEMENT) WITH RESPECT TO THE SERVICES GIVING RISE TO SUCH LIABILITY. (b) IN NO EVENT SHALL EITHER PARTY, ITS SUBSIDIARIES OR THEIR RESPECTIVE REPRESENTATIVES BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE, SPECULATIVE OR SIMILAR DAMAGES IN EXCESS OF COMPENSATORY DAMAGES OF THE OTHER PARTY IN CONNECTION WITH THE PERFORMANCE OF THIS AGREEMENT REGARDLESS OF WHETHER SUCH PARTY HAS BEEN NOTIFIED OF THE POSSIBILITY OF, OR THE FORESEEABILITY OF, SUCH DAMAGES (OTHER THAN ANY SUCH LIABILITY IS MADE, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD A THIRD-PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2CLAIM), WHICH CLAIMS SHALL NOT BE SUBJECT TO ANY CAP ON LIABILITY. AND EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION HEREBY WAIVES ON BEHALF OF LIABILITY REFLECTS AN INFORMEDITSELF, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS ITS SUBSIDIARIES AND ITS REPRESENTATIVES ANY CLAIM FOR SUCH DAMAGES, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE. (KNOWN AND UNKNOWNc) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENTThe limitations in Section 6.01(a) and Section 6.01(b) shall not apply in respect of any Liability arising out of or in connection with (i) either Party’s Liability for breaches of confidentiality under Article V, (ii) the Parties’ respective obligations under Section 6.03 or (iii) the willful misconduct or fraud of or by the Party to be charged.

Limitations on Liability. (i) THE EXPRESS REMEDIES AND MEASURES OF DAMAGES PROVIDED IN THIS AGREEMENT SATISFY THE ESSENTIAL PURPOSES HEREOF. FOR BREACH OF ANY PROVISION FOR WHICH AN EXPRESS REMEDY OR MEASURE OF DAMAGES IS PROVIDED, SUCH EXPRESS REMEDY OR MEASURE OF DAMAGES WILL BE THE SOLE AND EXCLUSIVE REMEDY, THE OBLIGOR'S LIABILITY WILL BE LIMITED AS SET FORTH IN SUCH PROVISION AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. IF NO REMEDY OR MEASURE OF DAMAGES IS EXPRESSLY PROVIDED HEREIN, THE OBLIGOR'S LIABILITY WILL BE LIMITED TO DIRECT ACTUAL DAMAGES ONLY, SUCH DIRECT ACTUAL DAMAGES WILL BE THE SOLE AND EXCLUSIVE REMEDY AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. WITHOUT PREJUDICE TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAWCALCULATION OF THE AMOUNT OF ANY TERMINATION PAYMENT OR FAIR MARKET VALUE, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT OR OTHERWISE, SHALL LICENSEE NEITHER PARTY WILL BE LIABLE TO DEVELOPER OR ANY AFFILIATE OF DEVELOPER OR ANY OTHER PERSON FOR (I) ANY INDIRECTCONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL, INCIDENTALEXEMPLARY, PUNITIVE INDIRECT OR CONSEQUENTIAL DAMAGES OTHER SIMILAR DAMAGES, LOST PROFITS, LOST SAVINGS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR UNDER CONTRACT, UNDER ANY INDEMNITY PROVISION OR OTHERWISE; PROVIDED, HOWEVER, THAT NOTWITHSTANDING THE FOREGOING, IN NO EVENT WILL THE FOREGOING LIMITATIONS OF ANY CHARACTER EVEN IF LICENSEE SHALL HAVE BEEN INFORMED LIABILITY BE APPLIED TO LIMIT THE EXTENT OF THE POSSIBILITY LIABILITY OF SUCH DAMAGES; OR (II) ANY AMOUNT IN EXCESS OF THE TOTAL AMOUNT PAID BY LICENSEE TO DEVELOPER UNDER THIS AGREEMENT TWELVE (12) MONTHS PRIOR EITHER PARTY TO THE DATE ON WHICH A CLAIM GIVING RISE TO LIABILITY IS MADEOTHER FOR FRAUD, EXCEPT INTENTIONAL MISCONDUCT OR FOR OR WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO ANY THIRD PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2INDEMNITY CLAIMS. THE LIMITATIONS IMPOSED HEREIN ON REMEDIES AND THE MEASURE OF DAMAGES ARE WITHOUT REGARD TO THE APPLICABLE CAUSE OR CAUSES, WHICH CLAIMS SHALL NOT INCLUDING THE NEGLIGENCE OF ANY PARTY, WHETHER SUCH NEGLIGENCE BE SUBJECT TO ANY CAP ON LIABILITYSOLE, JOINT OR CONCURRENT, OR ACTIVE OR PASSIVE. (ii) Purchaser and any person or entity claiming through Purchaser hereby agree to limit the liability of Seller, its agents, consultants, contractors, directors, officers, shareholders, partners, managers, members, and employees for all claims arising out of, in connection with or resulting from the performance hereunder to an aggregate amount not to exceed the proceeds available under Seller’s property insurance policies maintained with respect to the System or the payments actually received by Seller under Section 4 up to the date such claim is made, whichever is less. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMEDPurchaser acknowledges that Seller and its contractors may be limited liability entities and agrees that any claim made by Purchaser arising out of any act or omission of any director, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENTofficer, manager, member, consultant, shareholder, partner, employee or agent of Seller or its contractors in the performance hereof shall be made against the entity and not against any of the individual directors, officers, managers, members, consultants, shareholders, partners, employees or agents of Seller or its contractors.

Limitations on Liability. TO (a) THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAWCUMULATIVE AGGREGATE LIABILITIES OF THE PROVIDER AND ITS SUBSIDIARIES AND THEIR RESPECTIVE REPRESENTATIVES, COLLECTIVELY, UNDER NO CIRCUMSTANCES AND THIS AGREEMENT FOR ANY ACT OR FAILURE TO ACT IN CONNECTION HEREWITH (INCLUDING THE PERFORMANCE OR BREACH OF THIS AGREEMENT), OR FROM THE SALE, DELIVERY, PROVISION OR USE OF ANY SERVICES PROVIDED UNDER NO LEGAL THEORYOR CONTEMPLATED BY THIS AGREEMENT, WHETHER IN TORTCONTRACT, CONTRACT TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, SHALL LICENSEE NOT EXCEED: (X) IF THE SERVICES WERE PERFORMED BY SUCH PROVIDER FOR LESS THAN SIX (6) MONTHS, THE AGGREGATE CHARGES PAID OR THAT OTHERWISE WOULD HAVE BEEN PAYABLE TO SUCH PROVIDER BY THE RECIPIENT PURSUANT TO THIS AGREEMENT DURING THE SIX (6)-MONTH PERIOD FOLLOWING THE EFFECTIVE TIME OF THIS AGREEMENT, (Y) IF THE SERVICES WERE PERFORMED BY SUCH PROVIDER FOR SIX (6) MONTHS OR LONGER, THE AGGREGATE CHARGES PAID AND PAYABLE TO SUCH PROVIDER BY THE RECIPIENT PURSUANT TO THIS AGREEMENT DURING THE SIX (6)-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITIES. (b) IN NO EVENT SHALL EITHER PARTY, ITS SUBSIDIARIES OR THEIR RESPECTIVE REPRESENTATIVES BE LIABLE TO DEVELOPER OR ANY AFFILIATE OF DEVELOPER OR ANY THE OTHER PERSON PARTY FOR (I) ANY INDIRECT, INCIDENTIAL, CONSEQUENTIAL, SPECIAL, INCIDENTALPUNITIVE, PUNITIVE EXEMPLARY, REMOTE, SPECULATIVE OR CONSEQUENTIAL SIMILAR DAMAGES OF ANY CHARACTER EVEN IF LICENSEE SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES; OR (II) ANY AMOUNT IN EXCESS OF COMPENSATORY DAMAGES OF THE TOTAL AMOUNT PAID OTHER PARTY (INCLUDING LOST PROFITS OR LOST REVENUES) IN CONNECTION WITH THE SALE, DELIVERY, PROVISION OR USE OF ANY SERVICES PROVIDED UNDER OR CONTEMPLATED BY LICENSEE TO DEVELOPER UNDER THIS AGREEMENT TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH A CLAIM GIVING RISE TO OTHER THAN ANY SUCH LIABILITY IS MADE, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD A THIRD-PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2CLAIM), WHICH CLAIMS SHALL NOT BE SUBJECT TO ANY CAP ON LIABILITY. AND EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION HEREBY WAIVES ON BEHALF OF LIABILITY REFLECTS AN INFORMEDITSELF, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS ITS SUBSIDIARIES AND ITS REPRESENTATIVES ANY CLAIM FOR SUCH DAMAGES, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE. (KNOWN AND UNKNOWNc) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENTThe limitations in Section 7.01(a) shall not apply in respect of any Liability arising out of or in connection with (i) either Party’s Liability for breaches of confidentiality under Article VI, (ii) either Party’s obligations under Section 7.02 or Section 7.03, or (iii) the gross negligence, willful misconduct or fraud of or by the Party to be charged. (d) The limitations in Section 7.01(b) shall not apply in respect of any Liability arising out of or in connection with (i) either Party’s obligations under Section 7.02, or (ii) the gross negligence, willful misconduct or fraud of or by the Party to be charged.

Limitations on Liability. (a) SUBJECT TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAWOBLIGATION TO RE-PERFORM A SERVICE PURSUANT TO SECTION 7.02, THE LIABILITIES OF PROVIDER AND ITS SUBSIDIARIES AND THEIR RESPECTIVE REPRESENTATIVES, COLLECTIVELY, UNDER NO CIRCUMSTANCES AND THIS AGREEMENT FOR ANY ACT OR FAILURE TO ACT IN CONNECTION HEREWITH (INCLUDING THE PERFORMANCE OR BREACH OF THIS AGREEMENT), OR FROM THE SALE, DELIVERY, PROVISION OR USE OF ANY SERVICES PROVIDED UNDER NO LEGAL THEORYOR CONTEMPLATED BY THIS AGREEMENT, WHETHER IN TORTCONTRACT, CONTRACT TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, SHALL LICENSEE NOT EXCEED (X) IF THE SERVICES WERE PERFORMED BY PROVIDER FOR ONE YEAR OR LESS, THE AGGREGATE CHARGES PAID TO PROVIDER BY SPINCO PURSUANT TO THIS AGREEMENT OR (Y) IF THE SERVICES WERE PERFORMED BY SUCH PROVIDER FOR MORE THAN ONE YEAR, THE AGGREGATE CHARGES PAID TO PROVIDER BY SPINCO PURSUANT TO THIS AGREEMENT DURING THE TWELVE (12)-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITIES. (b) IN NO EVENT SHALL EITHER PARTY, ITS SUBSIDIARIES OR THEIR RESPECTIVE REPRESENTATIVES BE LIABLE TO DEVELOPER THE OTHER PARTY FOR ANY LOSS OF REVENUE OR INCOME, LOSS OF BUSINESS REPUTATION OR OPPORTUNITY, DIMINUTION IN VALUE, DAMAGES BASED ON ANY TYPE OF MULTIPLE OR ANY AFFILIATE OF DEVELOPER OR ANY OTHER PERSON FOR (I) ANY INDIRECT, PUNITIVE, EXEMPLARY, REMOTE, SPECIAL, INCIDENTAL, PUNITIVE CONSEQUENTIAL, SPECULATIVE OR CONSEQUENTIAL SIMILAR DAMAGES OF ANY CHARACTER EVEN IF LICENSEE SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES; OR (II) ANY AMOUNT IN EXCESS OF COMPENSATORY DAMAGES OF THE TOTAL AMOUNT PAID BY LICENSEE TO DEVELOPER UNDER OTHER PARTY IN CONNECTION WITH THE PERFORMANCE OF THIS AGREEMENT TWELVE (12) MONTHS PRIOR OTHER THAN ANY SUCH LIABILITY OWING TO THE DATE ON WHICH A CLAIM GIVING RISE TO LIABILITY IS MADE, EXCEPT THIRD PARTY WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD A THIRD-PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2CLAIM), WHICH CLAIMS SHALL NOT BE SUBJECT TO ANY CAP ON LIABILITY. AND EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION HEREBY WAIVES ON BEHALF OF LIABILITY REFLECTS AN INFORMEDITSELF, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN ITS SUBSIDIARIES AND UNKNOWN) THAT MAY EXIST ITS REPRESENTATIVES ANY CLAIM FOR SUCH DAMAGES, WHETHER ARISING IN CONNECTION WITH THIS AGREEMENTCONTRACT, TORT OR OTHERWISE.

Limitations on Liability. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAWEXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION 13, UNDER IN NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT OR OTHERWISE, EVENT SHALL LICENSEE EITHER PARTY BE LIABLE TO DEVELOPER OR ANY AFFILIATE OF DEVELOPER OR ANY THE OTHER PERSON FOR (I) ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTALOR PUNITIVE DAMAGES ARISING FROM ANY CLAIM OR ACTION BASED ON CONTRACT, PUNITIVE TORT OR CONSEQUENTIAL DAMAGES OTHER LEGAL THEORY. SNAPPET SHALL NOT BE LIABLE FOR CLIENT'S INABILITY TO USE THE PLATFORM DUE TO (I) SCHEDULED DOWNTIME, WHICH SNAPPET WILL ATTEMPT TO SCHEDULE WHEN DISTRICT SCHOOLS ARE NOT IN SESSION AND ABOUT WHICH SNAPPET WILL GIVE CLIENT 14 DAYS ADVANCE WRITTEN NOTICE; (II) UNAVAILABILITY DUE TO FACTORS OUTSIDE OF ANY CHARACTER EVEN IF LICENSEE SHALL HAVE BEEN INFORMED SNAPPET’S REASONABLE CONTROL, INCLUDING WITHOUT LIMITATION, ACTS OF GOD, ACTS OF GOVERNMENT, FLOOD, FIRE, EARTHQUAKES, CIVIL UNREST, ACTS OF TERROR, STRIKES OR OTHER LABOR PROBLEMS (OTHER THAN THOSE INVOLVING SNAPPET’S EMPLOYEES); (III) UNAVAILABILITY THAT RESULTS FROM EQUIPMENT AND/OR SOFTWARE OF THIRD PARTIES WHERE SUCH EQUIPMENT AND/OR SOFTWARE IS NOT WITHIN THE REASONABLE CONTROL OF SNAPPET; (IV) UNAVAILABILITY CAUSED BY ABUSE OR MISUSE OF THE POSSIBILITY OF SUCH DAMAGESPLATFORM (OR ANY COMPONENT THEREOF) BY CLIENT OR ITS LICENSED USERS; OR (IIV) ANY AMOUNT IN EXCESS UNAVAILABILITY CAUSED BY USE OR MAINTENANCE OF THE TOTAL AMOUNT PLATFORM BY CLIENT IN A MANNER NOT MATERIALLY CONFORMING TO THE GUIDANCE PROVIDED BY SNAPPET OR IN THE AGREEMENT. SNAPPET’S AGGREGATE LIABILITY TO THE CLIENT UNDER ANY THEORY OR FOR ANY REASON SHALL NOT EXCEED THE FEES PAID BY LICENSEE TO DEVELOPER UNDER THIS AGREEMENT TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH A CLAIM CLIENT FOR THE PLATFORM GIVING RISE TO LIABILITY IS MADE, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2, SUCH CLAIM FOR THE CALENDAR YEAR IN WHICH CLAIMS SHALL NOT BE SUBJECT TO ANY CAP ON LIABILITY. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENTSUCH CLAIM AROSE.

Limitations on Liability. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAWa. IN NO EVENT XXXX XXXXXX, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORYITS AFFILIATES, WHETHER IN TORTLICENSORS, CONTRACT OR OTHERWISESERVICE PROVIDERS, SHALL LICENSEE OR ITS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS, BE LIABLE TO DEVELOPER YOU (NOR TO ANY THIRD PARTY CLAIMING THROUGH YOU) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL LOSSES OR DAMAGES (INCLUDING LOSS OF PROFITS, REVENUES, SAVINGS, OR GOODWILL OR LOSS, CORRUPTION OR THEFT OF DATA) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING IN CONNECTION WITH (i) THE SOFTWARE OR ANY AFFILIATE RELATED PRODUCTS OR SERVICES PROVIDED TO YOU HEREUNDER, (ii) YOUR USE OF DEVELOPER OR INABILITY TO USE THE SOFTWARE OR ANY RELATED PRODUCTS OR SERVICES PROVIDED TO YOU HEREUNDER, OR (iii) YOUR DATA. b. IN NO EVENT XXXX XXXXXX, ITS LICENSORS’, ITS SERVICE PROVIDERS’, OR ITS OR THEIR DIRECTORS’, OFFICERS’, EMPLOYEES’, OR AGENTS’ COMBINED AGGREGATE LIABILITY HEREUNDER TO YOU OR ANY THIRD PARTY CLAIMING THROUGH YOU FOR ANY CAUSE WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING IN CONNECTION WITH (i) THE SOFTWARE OR ANY RELATED PRODUCTS OR SERVICES PROVIDED TO YOU HEREUNDER, (ii) YOUR USE OF OR INABILITY TO USE THE SOFTWARE OR ANY OTHER PERSON FOR PRODUCTS OR SERVICES PROVIDED HEREUNDER, OR (Iiii) YOUR DATA, EXCEED THE GREATER OF (1) FEES ACTUALLY PAID TO XXXXXX, AND (2) ONE THOUSAND DOLLARS ($1,000.00). c. THE FOREGOING LIMITATIONS OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, NEGLIGENCE OR OTHER TORT, STRICT LIABILITY OR ANY INDIRECTOTHER BASIS, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER EVEN IF LICENSEE SHALL AN AUTHORIZED REPRESENTATIVE OF THE PARTY RELYING ON THIS LIMITATION OF LIABILITY OR ITS LICENSORS OR SERVICE PROVIDERS HAD BEEN ADVISED OF OR SHOULD HAVE BEEN INFORMED KNOWN OF THE POSSIBILITY OF SUCH DAMAGES; OR (II) ANY AMOUNT IN EXCESS OF THE TOTAL AMOUNT PAID BY LICENSEE TO DEVELOPER UNDER THIS AGREEMENT TWELVE (12) MONTHS PRIOR , AND WITHOUT REGARD TO THE DATE ON WHICH A CLAIM GIVING RISE TO LIABILITY IS MADE, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2, WHICH CLAIMS SHALL NOT BE SUBJECT TO ANY CAP ON LIABILITY. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION SUCCESS OR EFFECTIVENESS OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENTOTHER REMEDIES.

Limitations on Liability. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, UNDER (a) IN NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT EVENT SHALL ALIBI OR OTHERWISE, SHALL LICENSEE ANY OF ITS RELATED PARTIES BE LIABLE TO DEVELOPER OR ANY AFFILIATE OF DEVELOPER LICENSEE OR ANY OTHER PERSON PARTY FOR (I) ANY SPECIAL, INDIRECT, SPECIALRELIANCE, INCIDENTAL, PUNITIVE PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER KIND, LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS, OR LOSS OF GOODWILL, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE SITE, EVEN IF LICENSEE SHALL ALIBI OR ANY OF ITS RELATED PARTIES HAVE BEEN INFORMED NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES; OR THEREOF. (IIb) ANY AMOUNT IN EXCESS REGARDLESS OF THE TOTAL AMOUNT PAID BY LICENSEE PREVIOUS PARAGRAPHS, IF ALIBI IS FOUND TO DEVELOPER BE LIABLE, THE AGGREGATE LIABILITY OF ALIBI FOR CLAIMS ARISING UNDER THIS AGREEMENT TWELVE (12) MONTHS PRIOR AGREEMENT, ANY ORDER OR OTHERWISE SHALL BE LIMITED TO THE DATE ON WHICH A CLAIM LESSER OF ONE HUNDRED DOLLARS ($100.00) OR THE FEES ACTUALLY PAID TO AND RETAINED BY ALIBI FOR USE OF THE SITE AND THE SYNCHRONIZATION LICENSE SERVICES IN CONNECTION WITH THE ORDER GIVING RISE TO THE LIABILITY. (c) LICENSEE HEREBY ACKNOWLEDGES AND AGREES THAT ALIBI DOES NOT CREATE OR ENDORSE, AND ALIBI SHALL NOT HAVE ANY LIABILITY IS MADEWITH RESPECT TO, EXCEPT THE RECORDING OR ANY USE OR EXPLOITATION OF THE RECORDING BY LICENSEE, BENEFICIAL LICENSEE, OR ANY OTHER THIRD PARTY. ALIBI SHALL HAVE NO LIABILITY WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT (i) ANY FAILURE TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2, WHICH CLAIMS SHALL NOT BE SUBJECT TO ANY CAP ON LIABILITY. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS SOURCE AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENT.ORDER FOR A RECORDING,

Limitations on Liability. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, (a) UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT OR OTHERWISE, SHALL LICENSEE WILL LGC BE LIABLE TO DEVELOPER FOR ANY COSTS OF COVER OR ANY AFFILIATE OF DEVELOPER REPLACEMENT SERVICES OR ANY OTHER PERSON FOR (I) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING ANY CLAIMS FOR LOST PROFITS, LOST BUSINESS, OR LOSS OF ANY CHARACTER REPUTATION) ARISING OUT OF OR RELATING TO THE AGREEMENT, EVEN IF LICENSEE SHALL HAVE LGC HAS BEEN INFORMED ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES; . EXCEPT FOR LGC’S DUTY TO INDEMNIFY CLIENT IN SECTION 5, LGC’S ENTIRE LIABILITY ARISING FROM OR RELATING THE AGREEMENT, WHETHER IN CONTRACT, TORT (II) ANY AMOUNT INCLUDING NEGLIGENCE), OR OTHER CAUSE OF ACTION, WILL NOT EXCEED THE AMOUNTS LGC ACTUALLY RECEIVED FROM CLIENT IN EXCESS THE SIX-MONTH PERIOD PRECEDING THE DATE OF THE TOTAL AMOUNT PAID BY LICENSEE TO DEVELOPER UNDER THIS AGREEMENT TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH A CLAIM EVENT GIVING RISE TO LIABILITY IS MADETHE CLAIM. CLIENT ACKNOWLEDGES AND AGREES THAT LGC WOULD NOT ENTER INTO THE AGREEMENT FOR THE SPECIFIED FEES WITHOUT THE LIMITATIONS AND DISCLAIMERS IN THE AGREEMENT. (b) CLIENT UNDERSTANDS, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2, WHICH CLAIMS SHALL NOT BE SUBJECT TO ANY CAP ON LIABILITY. EACH PARTY ACKNOWLEDGES AND AGREES THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES SUPERVISION OF THE RISKS (KNOWN WORKER FOR THE SERVICES IS CLIENT’S RESPONSIBILITY. CLIENT FURTHER UNDERSTANDS, ACKNOWLEDGES AND UNKNOWN) AGREES THAT MAY EXIST THE FURNISHING OF ALCOHOLIC BEVERAGES IS ENTIRELY THE BUSINESS AND ACTIVITY OF CLIENT AND THAT LGC HAS ABSOLUTELY NO RIGHT OR POWER TO CONTROL THE WORKERS IN CONNECTION WITH THIS AGREEMENTREGARD TO THE “MEANS, MANNER AND METHOD” OF SUCH WORKERS’ PERFORMANCE IN REGARD TO THE SERVING OF ALCOHOL TO CLIENT’S PATRONS.

Limitations on Liability. 15.1 EXCEPT AS EXPLICITLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE ICQ SERVICE, THE ICQ CLIENT, THE ICQ MAIL SERVICE, THE ICQ MAIL WEBSITE, THE ICQ MAIL SOFTWARE, CP SYSTEM, THE CP SOFTWARE OR OTHERWISE UNDER THIS AGREEMENT TO THE MAXIMUM EXTENT PERMISSIBLE OTHER PARTY, AND EACH PARTY HEREBY EXPRESSLY DISCLAIMS ALL SUCH WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 15.2 EXCEPT WITH RESPECT TO A BREACH BY CP OF ITS REPRESENTATION AND WARRANTY UNDER APPLICABLE LAWSECTION 14.2, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT OR OTHERWISE, SHALL LICENSEE EITHER PARTY BE LIABLE TO DEVELOPER OR ANY AFFILIATE OF DEVELOPER OR ANY THE OTHER PERSON PARTY FOR (I) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE CONSEQUENTIAL, SPECIAL OR CONSEQUENTIAL EXEMPLARY DAMAGES OF ANY CHARACTER (EVEN IF LICENSEE SHALL HAVE THAT PARTY HAS BEEN INFORMED ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; ), WHETHER ARISING IN TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), CONTRACT, BY OPERATION OF LAW OR (II) ANY AMOUNT IN EXCESS OTHERWISE, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. DESPITE THE TOTAL AMOUNT PAID FOREGOING, IT IS UNDERSTOOD THAT LOSS TO A PARTY OF PROFIT THROUGH NORMAL OPERATIONS AS CONTEMPLATED BY LICENSEE TO DEVELOPER UNDER THIS AGREEMENT TWELVE (12) MONTHS PRIOR THAT IT CAN DEMONSTRATE TO A COURT, ARBITRATOR OR OTHER TRIER OF FACT IT WOULD MORE LIKELY THAN NOT HAVE RECEIVED IF THE OTHER PARTY HAD NOT BREACHED THIS AGREEMENT WILL BE DEEMED DIRECT DAMAGES, NOT SUBJECT TO THE DATE ON WHICH A CLAIM GIVING RISE TO LIABILITY IS MADE, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS UNDER LIMITATIONS OF THIS SECTION 6.2.2, WHICH CLAIMS SHALL NOT BE SUBJECT TO ANY CAP ON LIABILITY. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENT.15.2..

Limitations on Liability. EXCEPT TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAWTHAT ANY PUNITIVE, UNDER INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES ARE AWARDED IN CONNECTION WITH A THIRD PARTY CLAIM AGAINST AN INDEMNIFIED PARTY AND SUCH INDEMNIFIED PARTY IS ENTITLED TO BE INDEMNIFIED HEREUNDER AS A RESULT OF THE FACTS OR CIRCUMSTANCES GIVING RISE TO SUCH THIRD PARTY CLAIM, IN NO CIRCUMSTANCES AND UNDER NO LEGAL THEORYEVENT SHALL ANY PARTY, WHETHER IN TORTITS AFFILIATES OR ITS DIRECTORS, CONTRACT OFFICERS, EMPLOYEES OR OTHERWISE, SHALL LICENSEE AGENTS BE LIABLE TO DEVELOPER OR ANOTHER PARTY FOR ANY AFFILIATE OF DEVELOPER OR ANY OTHER PERSON FOR (I) ANY INDIRECT, SPECIALPUNITIVE, INCIDENTAL, PUNITIVE CONSEQUENTIAL, SPECIAL OR CONSEQUENTIAL INDIRECT DAMAGES IN CONNECTION WITH THE PERFORMANCE OF ANY CHARACTER THIS AGREEMENT, EVEN IF LICENSEE SHALL HAVE THE PARTY HAS BEEN INFORMED ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; , AND EACH PARTY HEREBY WAIVES ON BEHALF OF ITSELF AND ITS AFFILIATES ANY CLAIM FOR SUCH DAMAGES, INCLUDING ANY CLAIM FOR PROPERTY DAMAGE OR (II) LOST PROFITS, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE. IN NO EVENT WILL PARENT’S LIABILITY TO THE BUYER INDEMNIFIED PARTIES FOR DAMAGES OF ANY AMOUNT IN EXCESS OF THE TOTAL AMOUNT PAID BY LICENSEE TO DEVELOPER KIND WHATSOEVER UNDER THIS AGREEMENT TWELVE (12) MONTHS PRIOR TO EXCEED, IN THE DATE ON WHICH A CLAIM GIVING RISE TO LIABILITY IS MADEAGGREGATE, EXCEPT THE AGGREGATE AMOUNT OF CHARGES PAID BY BUYER HEREUNDER FOR ALL SERVICES, AND WITH RESPECT TO DEVELOPERANY ONE SERVICE, PARENT’S INDEMNIFICATION OBLIGATION WITH RESPECT LIABILITY TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2, WHICH CLAIMS THE BUYER INDEMNIFIED PARTIES FOR DAMAGES OF ANY KIND WHATSOEVER ARISING FROM OR RELATING TO SUCH SERVICE SHALL NOT BE SUBJECT TO ANY CAP ON LIABILITY. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION EXCEED THE AGGREGATE AMOUNT OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENTCHARGES PAID BY BUYER HEREUNDER FOR SUCH SERVICE.

Limitations on Liability. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW(1) ITSL AND ITS EMPLOYEES, UNDER NO CIRCUMSTANCES OFFICERS, DIRECTORS, CONTRACTORS, DISTRIBUTORS, PARTNERS AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT OR OTHERWISE, SHALL LICENSEE AGENTS,WILL NOT BE LIABLE TO DEVELOPER OR ANY AFFILIATE OF DEVELOPER OR ANY OTHER PERSON FOR (I) ANY INDIRECT, DIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR CONSEQUENTIAL LOST DATA, ARISING OUT OF OR IN CONNECTION WITH THE SOFTWARE, SERVICES AND/OR THE WEBSITE CAUSED BY INCORRECT OR INCOMPLETE INFORMATION IN THE SERVICE, LACK OF OR INSUFFICIENT FUNCTIONALITY OF THE SERVICE, LOSS OF DATA HOSTED BY ITSL, UNAUTHORIZED USE OF DATA HOSTED BY ITSL OR ANY OTHER CIRCUMSTANCES CONNECTED TO THE SERVICE THAT MAY BRING FINANCIAL LOSS, DAMAGES OF ANY CHARACTER AND/OR INCONVENIENCE UPON THE CUSTOMER OR THIRD PARTIES EVEN IF LICENSEE SHALL HAVE BEEN INFORMED ITSL HAS ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES; DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE. (2) ITSL SHALL NOT BE HELD RESPONSIBLE FOR THE CUSTOMERS DIRECT OR (II) ANY AMOUNT IN EXCESS INDIRECT LOSSES INCURRED BY REASONS OF THE TOTAL AMOUNT PAID SERVICE NOT BEING AVAILABLE (PARTLY OR IN ITS ENTIRETY) AND REDUCED RESPONSE TIME, FOR TECHNICAL OR OTHER CAUSES. (3) ITSL SHALL NOT BE RESPONSIBLE FOR ANY INFRINGEMENT OF THE COPYRIGHT OF A THIRD PARTY IN RESPECT OF INFORMATION MADE AVAILABLE IN OR THROUGH THE SERVICE BY LICENSEE THE CUSTOMER. (4) ITSL UNDERTAKES NO RESPONSIBILITY FOR, AND DISCLAIMS ALL LIABILITY ARISING FROM, ANY DEFECTS OR FAILURES IN ANY COMMUNICATIONS LINES, THE INTERNET OR INTERNET SERVICE PROVIDER, THE COMPUTER HARDWARE OR SOFTWARE OF CUSTOMER OR ITS AUTHORIZED USERS, OR ANY OTHER SERVICE OR DEVICE USED TO DEVELOPER ACCESS THE SOFTWARE OR TO AUTHENTICATE ANY USER AS AN AUTHORIZED USER. CUSTOMER ACKNOWLEDGES AND AGREES THAT ITSL IS NOT RESPONSIBLE FOR THE CUSTOMER DATA AND/OR ANY THIRD-PARTY CONTENT, AND ITSL SHALL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES RESULTING FROM RELIANCE ON ANY SUCH INFORMATION OR DATA UNDER ANY CIRCUMSTANCES. (5) SUBJECT TO THE LIMITATIONS SET OUT IN THIS CLAUSE 5.2, THE MAXIMUM AGGREGATE LIABILITY OF ITSL UNDER THIS AGREEMENT TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH A CLAIM GIVING RISE TO LIABILITY IS MADE, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS SHALL UNDER SECTION 6.2.2, WHICH CLAIMS SHALL NOT BE SUBJECT TO ANY CAP ON LIABILITY. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES NO CIRCUMSTANCES EXCEED 50 % OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENTYEARLY SERVICE FEE PAID BY CUSTOMER HEREUNDER.

Limitations on Liability. THE PARTIES CONFIRM THAT THE EXPRESS REMEDIES PROVIDED IN THIS AGREEMENT SATISFY THE ESSENTIAL PURPOSES HEREOF. FOR BREACH OF ANY PROVISION FOR WHICH AN EXPRESS REMEDY IS PROVIDED, SUCH EXPRESS REMEDY SHALL BE THE SOLE AND EXCLUSIVE REMEDY, THE OBLIGOR’S LIABILITY SHALL BE LIMITED AS SET FORTH IN SUCH PROVISION AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED, UNLESS THE PROVISION IN QUESTION PROVIDES THAT THE EXPRESS REMEDIES ARE IN ADDITION TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT OTHER REMEDIES THAT MAY BE AVAILABLE. A PARTY'S REMEDY OR OTHERWISE, MEASURE OF DAMAGES WILL BE ACTUAL DAMAGES. NEITHER PARTY SHALL LICENSEE BE LIABLE TO DEVELOPER OR ANY AFFILIATE OF DEVELOPER OR ANY OTHER PERSON FOR (I) ANY INDIRECT, SPECIALCONSEQUENTIAL, INCIDENTAL, PUNITIVE PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES INDIRECT DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION OR OTHERWISE. UNLESS EXPRESSLY HEREIN PROVIDED, IT IS THE INTENT OF THE PARTIES THAT THE LIMITATIONS HEREIN IMPOSED ON REMEDIES BE WITHOUT REGARD TO THE CAUSE OR CAUSES RELATED THERETO, INCLUDING THE NEGLIGENCE OF ANY CHARACTER EVEN IF LICENSEE SHALL HAVE BEEN INFORMED PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, OR ACTIVE OR PASSIVE. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE POSSIBILITY OF SUCH DAMAGES; HARM OR (II) ANY AMOUNT IN EXCESS OF THE TOTAL AMOUNT PAID BY LICENSEE TO DEVELOPER UNDER THIS AGREEMENT TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH A CLAIM GIVING RISE TO LIABILITY IS MADE, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2, WHICH CLAIMS SHALL NOT BE SUBJECT TO ANY CAP ON LIABILITY. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENTLOSS.

Limitations on Liability. (a) BUYER ACKNOWLEDGES AND AGREES THAT THE REMEDIES SET FORTH IN ARTICLE IX AND THIS ARTICLE X, INCLUDING THE DEDUCTIBLES, LIABILITY LIMITS AND SURVIVAL PERIODS SET FORTH ABOVE AND THE DISCLAIMERS SET FORTH IN SECTION 5.6 AND SECTION 5.7, ARE INTENDED TO BE, AND SHALL BE, THE EXCLUSIVE REMEDIES OF BUYER WITH RESPECT TO ANY ASPECT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER HEREBY RELEASES, WAIVES AND DISCHARGES, AND COVENANTS NOT TO XXX OR OTHERWISE ASSERT ANY RIGHTS, REMEDIES OR RECOURSE WITH RESPECT TO, ANY CAUSE OF ACTION OR CLAIM NOT EXPRESSLY PROVIDED FOR IN THIS AGREEMENT TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE PERMITTED BY LAW. (b) SELLER ACKNOWLEDGES AND AGREES THAT THE REMEDIES SET FORTH IN Article IX AND THIS ARTICLE X, UNDER INCLUDING THE DEDUCTIBLES AND SURVIVAL PERIODS SET FORTH ABOVE, ARE INTENDED TO BE, AND SHALL BE, THE EXCLUSIVE REMEDIES OF SELLER WITH RESPECT TO ANY ASPECT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. SELLER HEREBY RELEASES, WAIVES AND DISCHARGES, AND COVENANTS NOT TO XXX OR OTHERWISE ASSERT ANY RIGHTS, REMEDIES OR RECOURSE WITH RESPECT TO, ANY CAUSE OF ACTION OR CLAIM NOT EXPRESSLY PROVIDED FOR IN THIS AGREEMENT TO THE MAXIMUM EXTENT PERMITTED BY LAW. (c) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT OR OTHERWISE, PARTY HERETO SHALL LICENSEE BE LIABLE ENTITLED TO DEVELOPER OR ANY AFFILIATE OF DEVELOPER OR RECOVER FROM ANY OTHER PERSON FOR (I) PARTY HERETO ANY INDIRECTAMOUNT IN RESPECT OF EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTALINDIRECT, PUNITIVE CONSEQUENTIAL, REMOTE OR CONSEQUENTIAL SPECULATIVE DAMAGES, INCLUDING LOST PROFITS; PROVIDED, HOWEVER, THE RIGHT TO RECOVER ANY SUCH DAMAGES THAT ARE PAYABLE BY ANY PARTY TO A THIRD PARTY IN RESPECT OF ANY CHARACTER EVEN IF LICENSEE SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES; OR (II) ANY AMOUNT IN EXCESS OF THE TOTAL AMOUNT PAID BY LICENSEE CLAIM AGAINST WHICH A PARTY IS ENTITLED TO DEVELOPER INDEMNIFICATION UNDER THIS AGREEMENT TWELVE SHALL NOT BE EXCLUDED BY OPERATION OF THIS SECTION 10.8(C). (12d) MONTHS PRIOR TO ALL RELEASES, DISCLAIMERS, LIMITATIONS ON LIABILITY AND INDEMNITIES IN THIS AGREEMENT, INCLUDING THOSE IN THIS Article X, SHALL APPLY EVEN IN THE DATE ON WHICH A CLAIM GIVING RISE TO EVENT OF THE SOLE, JOINT, AND/OR CONCURRENT, ACTIVE OR PASSIVE NEGLIGENCE, STRICT LIABILITY OR FAULT OF THE PARTY WHOSE LIABILITY IS MADERELEASED, DISCLAIMED, LIMITED OR INDEMNIFIED (EXCLUDING GROSS NEGLIGENCE OR WILLFUL MISCONDUCT). (e) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, FROM AND AFTER THE CLOSING, THE BUYER INDEMNITEES SHALL HAVE NO RIGHTS TO RECOVERY OR INDEMNIFICATION, DIRECTLY OR INDIRECTLY, FOR ANY LIABILITIES ARISING IN RELATION TO ANY ENVIRONMENTAL MATTERS ASSUMED BY BUYER HEREUNDER AND ALL RIGHTS OR REMEDIES WHICH ANY BUYER INDEMNITEE MAY HAVE AGAINST SELLER AT OR UNDER LAW (INCLUDING ANY ENVIRONMENTAL LAW) WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT ANY LIABILITIES ARISING IN RELATION TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS ANY SUCH ENVIRONMENTAL MATTERS ARE, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, EXPRESSLY WAIVED. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, FROM AND AFTER THE CLOSING, BUYER AND ALL BUYER INDEMNITEES DO HEREBY AGREE, WARRANT AND COVENANT TO RELEASE, ACQUIT AND FOREVER DISCHARGE SELLER AND ALL SELLER INDEMNITEES FROM ANY AND ALL CLAIMS, DEMANDS AND CAUSES OF ACTION OF WHATSOEVER NATURE, INCLUDING ALL CLAIMS, DEMANDS AND CAUSES OF ACTION FOR CONTRIBUTION AND INDEMNITY UNDER SECTION 6.2.2STATUTE, COMMON OR CIVIL LAW, WHICH CLAIMS SHALL COULD BE ASSERTED NOW OR IN THE FUTURE AND THAT RELATE TO OR IN ANY WAY ARISE OUT OF ANY ENVIRONMENTAL MATTERS ASSUMED BY BUYER HEREUNDER. FROM AND AFTER THE CLOSING BUYER AND ALL BUYER INDEMNITEES WARRANT, AGREE AND COVENANT NOT TO XXX OR INSTITUTE ARBITRATION AGAINST SELLER OR ANY SELLER INDEMNITEE UPON ANY CLAIM, DEMAND OR CAUSE OF ACTION FOR INDEMNITY AND CONTRIBUTION THAT HAVE BEEN ASSERTED OR COULD BE SUBJECT TO ASSERTED FOR ANY CAP ON LIABILITY. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENTENVIRONMENTAL MATTERS ASSUMED BY BUYER HEREUNDER.

Limitations on Liability. TO (a) THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAWLIABILITIES OF PROVIDER AND ITS GROUP MEMBERS AND THEIR RESPECTIVE REPRESENTATIVES, COLLECTIVELY, UNDER NO CIRCUMSTANCES AND THIS AGREEMENT FOR ANY ACT OR FAILURE TO ACT IN CONNECTION HEREWITH (INCLUDING THE PERFORMANCE OR BREACH OF THIS AGREEMENT), OR FROM THE SALE, DELIVERY, PROVISION OR USE OF ANY SERVICES PROVIDED UNDER NO LEGAL THEORYOR CONTEMPLATED BY THIS AGREEMENT, WHETHER IN TORTCONTRACT, CONTRACT TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, SHALL LICENSEE BE LIABLE NOT EXCEED THE AGGREGATE AMOUNT OF CHARGES PAID AND PAYABLE TO DEVELOPER SUCH PROVIDER FOR ALL SERVICES BY THE RECIPIENT PURSUANT TO THIS AGREEMENT. (b) IN NO EVENT SHALL EITHER PARTY, ANY MEMBER OF ITS GROUP OR ANY AFFILIATE OF DEVELOPER THEIR RESPECTIVE REPRESENTATIVES HAVE ANY LIABILITY TO THE OTHER PARTY OR ANY OTHER PERSON MEMBER OF ITS GROUP OR ANY OF THEIR RESPECTIVE REPRESENTATIVES UNDER THIS AGREEMENT FOR (I) ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, INCIDENTALPUNITIVE, PUNITIVE EXEMPLARY, REMOTE, SPECULATIVE OR CONSEQUENTIAL SIMILAR DAMAGES OF ANY CHARACTER EVEN IF LICENSEE SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES; OR (II) ANY AMOUNT IN EXCESS OF COMPENSATORY DAMAGES OF THE TOTAL AMOUNT PAID OTHER PARTY (INCLUDING LOST PROFITS OR LOST REVENUES) IN CONNECTION WITH THE SALE, DELIVERY, PROVISION OR USE OF OR FAILURE TO PROVIDE SERVICES PROVIDED UNDER OR CONTEMPLATED BY LICENSEE TO DEVELOPER UNDER THIS AGREEMENT TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH A CLAIM GIVING RISE TO OTHER THAN ANY SUCH LIABILITY IS MADE, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD A THIRD-PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2CLAIM), WHICH CLAIMS SHALL NOT BE SUBJECT TO ANY CAP ON LIABILITY. AND EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION HEREBY WAIVES ON BEHALF OF LIABILITY REFLECTS AN INFORMEDITSELF, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS ITS GROUP MEMBERS AND ITS REPRESENTATIVES ANY CLAIM FOR SUCH DAMAGES, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE. (KNOWN AND UNKNOWNc) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENTThe limitations in Section 8.01(a) and Section 8.01(b) shall not apply in respect of any Liability arising out of or in connection with (i) either Party’s Liability for breaches of confidentiality under Article VII, (ii) the Parties’ respective obligations under Section 8.03 or 8.04 or (iii) the willful misconduct, gross negligence or fraud of or by the Party to be charged.

Limitations on Liability. TO (a) EXCEPT AS SET FORTH IN SECTION 7.1(c), THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAWCUMULATIVE AGGREGATE LIABILITIES OF PROVIDER AND ITS SUBSIDIARIES, COLLECTIVELY, UNDER NO CIRCUMSTANCES AND THIS AGREEMENT FOR ANY ACT OR FAILURE TO ACT IN CONNECTION HEREWITH (INCLUDING THE PERFORMANCE OR BREACH OF THIS AGREEMENT), OR FROM THE SALE, DELIVERY, PROVISION, RECEIPT, USE OF OR FAILURE TO PROVIDE ANY PROJECT SERVICES PROVIDED UNDER NO LEGAL THEORYOR CONTEMPLATED BY THIS AGREEMENT, WHETHER IN TORTCONTRACT, CONTRACT TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, SHALL LICENSEE NOT EXCEED (1) IN RESPECT OF EACH WORK ORDER, RECIPIENT’S LIABILITY UNDER THE APPLICABLE UNDERLYING CLIENT CONTRACT, AND (2) IN RESPECT OF ALL OBLIGATIONS UNDER THIS AGREEMENT OTHER THAN IN RESPECT OF ANY WORK ORDER, THE AGGREGATE FEES ACTUALLY PAID AS OF SUCH TIME TO PROVIDER BY RECIPIENT PURSUANT TO THIS AGREEMENT, PROVIDED, FOR THE AVOIDANCE OF DOUBT, THAT THIS CLAUSE (2) SHALL NOT LIMIT ANY LIABILITY ALLOWABLE UNDER THE FOREGOING CLAUSE (1). (b) IN NO EVENT SHALL EITHER PARTY, ITS SUBSIDIARIES OR THEIR RESPECTIVE REPRESENTATIVES BE LIABLE TO DEVELOPER OR ANY AFFILIATE OF DEVELOPER OR ANY THE OTHER PERSON PARTY FOR (I) ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, INCIDENTALPUNITIVE, PUNITIVE EXEMPLARY, OR CONSEQUENTIAL SIMILAR DAMAGES, DIMINUTION IN VALUE OR DAMAGES CALCULATED BASED ON MULTIPLES OF ANY CHARACTER EVEN IF LICENSEE SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES; REVENUE, EARNINGS OR OTHER METRICS (IIINCLUDING LOST PROFITS OR LOST REVENUES) ANY AMOUNT IN EXCESS OF THE TOTAL AMOUNT PAID BY LICENSEE TO DEVELOPER UNDER THIS AGREEMENT TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH A CLAIM GIVING RISE TO LIABILITY IS MADE, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2, WHICH CLAIMS SHALL NOT BE SUBJECT TO ANY CAP ON LIABILITY. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THE SALE, DELIVERY, PROVISION, RECEIPT OR USE OF OR FAILURE TO PROVIDE PROJECT SERVICES PROVIDED UNDER OR CONTEMPLATED BY THIS AGREEMENTAGREEMENT (UNLESS SUCH DAMAGES ARE ACTUALLY AWARDED AND PAID TO AN UNAFFILIATED THIRD PARTY BY A COURT OF COMPETENT JURISDICTION IN RESPECT OF A THIRD PARTY CLAIM), WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, AND EACH PARTY HEREBY WAIVES ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND ITS REPRESENTATIVES ANY CLAIM FOR SUCH DAMAGES. (c) The limitations set forth in Sections 7.1(a) and (b) shall not apply in respect of any Losses arising out of or in connection with (i) fraud or willful misconduct of or by the Party to be charged, (ii) either Party’s liability for breaches of confidentiality obligations under Article VI, or (iii) Fees or other reimbursable costs or expenses pursuant to this Agreement. The limitations in Section 7.1(a) shall not apply in respect of any Losses arising out of or in connection with any Non-Transferring SpinCo Client Contract or Excluded Client Contract (except to the extent related to any Work Order entered into in connection therewith).

Limitations on Liability. TO THE MAXIMUM FULL EXTENT PERMISSIBLE UNDER APPLICABLE BY LAW, THE COMPANY WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF ANY SERVICE, OR FROM ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH ANY SERVICE OR THE SITE. UNDER NO CIRCUMSTANCES CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL THE COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, PERSONAL INJURY, PAIN AND UNDER NO LEGAL THEORYSUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER IN TORTCAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE, THAT RESULT FROM THE USE OF OR INABILITY TO USE THE SITE, NOR SHALL LICENSEE THE COMPANY BE RESPONSIBLE FOR ANY DAMAGES WHATSOEVER THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE WHETHER OR NOT CAUSED BY EVENTS BEYOND THE COMPANY'S REASONABLE CONTROL, INCLUDING BUT NOT LIMITED TO ACTS OF GOD, COMMUNICATIONS LINE FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO THE SITE'S RECORDS, PROGRAMS, OR SERVICES. UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO A NEGLIGENT ACT, WILL THE COMPANY OR ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS OR AGENTS BE LIABLE TO DEVELOPER OR FOR ANY AFFILIATE OF DEVELOPER OR ANY OTHER PERSON FOR (I) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES DAMAGE OF ANY CHARACTER KIND THAT RESULTS FROM THE USE OF, OR THE INABILITY TO USE, THE SITE, EVEN IF LICENSEE SHALL HAVE THE COMPANY HAS BEEN INFORMED ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; . SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR (II) ANY AMOUNT IN EXCESS OF THE TOTAL AMOUNT PAID BY LICENSEE TO DEVELOPER UNDER THIS AGREEMENT TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH A CLAIM GIVING RISE TO LIABILITY IS MADE, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2, WHICH CLAIMS SHALL NOT BE SUBJECT TO ANY CAP ON LIABILITY. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION EXCLUSION OF LIABILITY REFLECTS AN INFORMEDFOR INCIDENTAL OR CONSEQUENTIAL DAMAGES; AS A RESULT, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT ABOVE LIMITATION OR EXCLUSION MAY EXIST IN CONNECTION WITH THIS AGREEMENTNOT APPLY TO YOU.

Limitations on Liability. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAWPERMITTED BY LAW AND EXCEPT WITH RESPECT TO FAILURE TO PAY AMOUNTS PROPERLY OWED OR VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, UNDER (A) IN NO CIRCUMSTANCES AND UNDER NO LEGAL THEORYEVENT SHALL EITHER PARTY (AND/OR ITS LICENSORS) BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY, WHETHER IN TORTUNDER THEORY OF CONTRACT, CONTRACT TORT OR OTHERWISE, SHALL LICENSEE BE LIABLE TO DEVELOPER OR ANY AFFILIATE OF DEVELOPER OR ANY OTHER PERSON FOR (I) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE PUNITIVE, CONSEQUENTIAL, OR CONSEQUENTIAL SPECIAL DAMAGES OF (INCLUDING ANY CHARACTER EVEN IF LICENSEE SHALL HAVE BEEN INFORMED DAMAGE TO BUSINESS REPUTATION, LOST PROFITS OR LOST DATA), WHETHER FORESEEABLE OR NOT AND WHETHER SUCH PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; DAMAGES AND (B) EITHER PARTY’S (AND/OR (IIITS LICENSORS) ANY AMOUNT IN EXCESS OF THE TOTAL AMOUNT PAID BY LICENSEE TO DEVELOPER UNDER THIS AGREEMENT TWELVE (12) MONTHS PRIOR AGGREGATE CUMULATIVE LIABILITY TO THE DATE ON WHICH A CLAIM GIVING RISE TO LIABILITY IS MADEOTHER PARTY, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2, WHICH CLAIMS SHALL NOT BE SUBJECT TO ANY CAP ON LIABILITY. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENT, INCLUDING THE SOFTWARE, SERVICES AND INTELLECTUAL PROPERTY PROVIDED HEREUNDER SHALL NOT EXCEED, IN THE AGGREGATE AND REGARDLESS OF WHETHER UNDER THEORY OF CONTRACT, TORT OR OTHERWISE, THE TOTAL OF THE FEES ACTUALLY PAID AND THE FEES PAYABLE TO PLANETTOGETHER BY CLIENT UNDER THIS AGREEMENT DURING THE ONE (1) YEAR PERIOD PRIOR TO THE DATE THAT SUCH LIABILITY FIRST ARISES. THESE LIMITS APPLY REGARDLESS OF THE FORM OF CLAIM (CONTRACT, TORT OR OTHERWISE) AND EVEN IF THIS SECTION 9 IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR OTHER DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY. IN SUCH EVENT, LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.

Limitations on Liability. (a) SUBJECT TO SECTION 7.02, EXCEPT IN THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAWEVENT OF WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF THE PROVIDER, THE LIABILITIES OF THE PROVIDER AND ITS SUBSIDIARIES AND THEIR RESPECTIVE REPRESENTATIVES, COLLECTIVELY, UNDER NO CIRCUMSTANCES AND THIS AGREEMENT FOR ANY ACT OR FAILURE TO ACT IN CONNECTION HEREWITH (INCLUDING THE PERFORMANCE OR BREACH OF THIS AGREEMENT), OR FROM THE SALE, DELIVERY, PROVISION OR USE OF ANY SERVICES PROVIDED UNDER NO LEGAL THEORYOR CONTEMPLATED BY THIS AGREEMENT, WHETHER IN TORTCONTRACT, CONTRACT TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, SHALL LICENSEE NOT EXCEED THE AGGREGATE CHARGES PAID AND PAYABLE TO SUCH PROVIDER AND ITS SUBSIDIARIES AND AFFILIATES FOR ALL SERVICES BY THE RECIPIENT PURSUANT TO THIS AGREEMENT THROUGHOUT THE TERM OF THIS AGREEMENT. IN THE EVENT OF WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF THE PROVIDER, THEN THE PROVIDER SHALL BE LIABLE FOR ACTUAL COMPENSATORY DAMAGES SUFFERRED BY THE RECIPIENT. (b) IN NO EVENT SHALL EITHER PARTY, ITS SUBSIDIARIES OR THEIR RESPECTIVE REPRESENTATIVES BE LIABLE TO DEVELOPER OR ANY AFFILIATE OF DEVELOPER OR ANY THE OTHER PERSON PARTY FOR (I) ANY INDIRECT, SPECIALEXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THE PERFORMANCE OF ANY CHARACTER THIS AGREEMENT, EVEN IF LICENSEE SHALL HAVE THE PARTY HAS BEEN INFORMED ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; , AND EACH PARTY HEREBY WAIVES ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND ITS REPRESENTATIVES ANY CLAIM FOR SUCH DAMAGES, INCLUDING ANY CLAIM FOR PROPERTY DAMAGE OR (II) ANY AMOUNT LOST PROFITS, WHETHER ARISING IN EXCESS CONTRACT, TORT OR OTHERWISE. QHC HEREBY ACKNOWLEDGES THAT CHSPSC DOES NOT REGULARLY PROVIDE SERVICES TO THIRD PARTIES AS PART OF ITS BUSINESS AND THAT CHSPSC HAS AGREED TO PROVIDE THE TOTAL AMOUNT PAID BY LICENSEE TO DEVELOPER SERVICES UNDER THIS AGREEMENT TWELVE ONLY TO ASSIST QHC IN ITS TRANSITION TO OPERATION AS AN INDEPENDENT PUBLIC COMPANY. (12c) MONTHS PRIOR TO THE DATE ON WHICH A CLAIM GIVING RISE TO LIABILITY IS MADE, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2, WHICH CLAIMS SHALL NOT BE SUBJECT TO ANY CAP ON LIABILITY. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWNThe limitations in Section 7.01(a) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENTand Section 7.01(b) shall not apply in respect of any Liability arising out of or in connection with Recipient’s obligations under Section 7.03.

Limitations on Liability. NEITHER PARTY SHALL BE LIABLE TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORYOTHER PARTY OR TO ANY THIRD PARTY, WHETHER IN TORTUNDER THEORY OF CONTRACT, CONTRACT TORT OR OTHERWISE, SHALL LICENSEE BE LIABLE TO DEVELOPER OR ANY AFFILIATE OF DEVELOPER OR ANY OTHER PERSON FOR (I) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE PUNITIVE, CONSEQUENTIAL, OR CONSEQUENTIAL SPECIAL DAMAGES OF (INCLUDING ANY CHARACTER EVEN IF LICENSEE SHALL HAVE BEEN INFORMED DAMAGE TO BUSINESS REPUTATION, LOST PROFITS OR LOST DATA), WHETHER FORESEEABLE OR NOT AND WHETHER A PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (II) ANY AMOUNT IN EXCESS OF THE TOTAL AMOUNT PAID BY LICENSEE TO DEVELOPER UNDER THIS AGREEMENT TWELVE (12) MONTHS PRIOR . EACH PARTY’S AGGREGATE CUMULATIVE LIABILITY TO THE DATE ON WHICH A CLAIM GIVING RISE TO LIABILITY IS MADEOTHER, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2, WHICH CLAIMS SHALL NOT BE SUBJECT TO ANY CAP ON LIABILITY. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENT, INCLUDING THE SOLUTION, SERVICES AND INTELLECTUAL PROPERTY PROVIDED HEREUNDER SHALL NOT EXCEED, IN THE AGGREGATE AND REGARDLESS OF WHETHER UNDER THEORY OF CONTRACT, TORT OR OTHERWISE, THE TOTAL OF THE FEES ACTUALLY PAID AND THE FEES PAYABLE TO SERVICE PROVIDER BY CUSTOMER UNDER THIS AGREEMENT DURING THE ONE YEAR PERIOD PRIOR TO THE DATE THAT SUCH LIABILITY FIRST ARISES. HOWEVER, THERE IS NO LIMITATION ON DIRECT LOSS, CLAIM OR DAMAGES ARISING AS A RESULT OF AN INFRINGEMENT OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS OR IN CONNECTION WITH A PARTY’S INDEMNIFICATION OBLIGATIONS.

Limitations on Liability. TO THE MAXIMUM FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE PROVIDED BY LAW, IN NO EVENT WILL THE RELEASEES BE LIABLE FOR DAMAGES OF ANY KIND, UNDER NO CIRCUMSTANCES AND UNDER NO ANY LEGAL THEORY, WHETHER ARISING OUT OF OR IN TORTCONNECTION THE FITNESS SERVICES, CONTRACT OR OTHERWISEINCLUDING ANY DIRECT, SHALL LICENSEE BE LIABLE TO DEVELOPER OR ANY AFFILIATE OF DEVELOPER OR ANY OTHER PERSON FOR (I) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR CONSEQUENTIAL DAMAGES ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. IN NO EVENT SHALL THE RELEASEES BE LIABLE FOR ANY CLAIMS OF INJURY, DEMANDS, LIABILITIES, DAMAGES, LOSSES, SUITS, DEMANDS, CAUSES OF ACTION (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHER CLAIMS OF ANY CHARACTER EVEN IF LICENSEE SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES; NATURE WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY LOSSES FOR PROPERTY DAMAGE, PERSONAL INJURY, OR (II) ANY AMOUNT DEATH, IN EXCESS OF THE TOTAL AMOUNT AMOUNTS YOU PAID BY LICENSEE TO DEVELOPER UNDER THIS AGREEMENT THE COMPANY IN THE TWELVE (12) MONTHS PRIOR TO MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH A CLAIM EVENT GIVING RISE TO LIABILITY IS MADEANY OF THE FOREGOING, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS UNDER WHETHER ONE TIME OR IN THE AGGREGATE. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 6.2.21542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS SHALL WHICH THE CREDITOR DOES NOT BE SUBJECT KNOW OR SUSPECT TO ANY CAP ON LIABILITY. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THIS AGREEMENTTHE DEBTOR.” The limitations of liability set out above do not apply to liability resulting from our gross negligence or willful misconduct. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitations on Liability. TO (a) THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAWCUMULATIVE AGGREGATE LIABILITIES OF PROVIDER AND ITS SUBSIDIARIES, COLLECTIVELY, UNDER NO CIRCUMSTANCES AND THIS AGREEMENT FOR ANY ACT OR FAILURE TO ACT IN CONNECTION HEREWITH (INCLUDING THE PERFORMANCE OR BREACH OF THIS AGREEMENT), OR FROM THE SALE, DELIVERY, PROVISION, RECEIPT, USE OF OR FAILURE TO PROVIDE ANY SERVICES PROVIDED UNDER NO LEGAL THEORYOR CONTEMPLATED BY THIS AGREEMENT, WHETHER IN TORTCONTRACT, CONTRACT TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, SHALL LICENSEE NOT EXCEED THE AGGREGATE FEES ACTUALLY PAID AS OF SUCH TIME TO PROVIDER BY RECIPIENT PURSUANT TO THIS AGREEMENT. (b) IN NO EVENT SHALL EITHER PARTY, ITS SUBSIDIARIES OR THEIR RESPECTIVE REPRESENTATIVES BE LIABLE TO DEVELOPER OR ANY AFFILIATE OF DEVELOPER OR ANY THE OTHER PERSON PARTY FOR (I) ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, INCIDENTALPUNITIVE, PUNITIVE EXEMPLARY, OR CONSEQUENTIAL SIMILAR DAMAGES, DIMINUTION IN VALUE OR DAMAGES CALCULATED BASED ON MULTIPLES OF ANY CHARACTER EVEN IF LICENSEE SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES; REVENUE, EARNINGS OR OTHER METRICS (IIINCLUDING LOST PROFITS OR LOST REVENUES) ANY AMOUNT IN EXCESS OF THE TOTAL AMOUNT PAID BY LICENSEE TO DEVELOPER UNDER THIS AGREEMENT TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH A CLAIM GIVING RISE TO LIABILITY IS MADE, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2, WHICH CLAIMS SHALL NOT BE SUBJECT TO ANY CAP ON LIABILITY. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THE SALE, DELIVERY, PROVISION, RECEIPT OR USE OF OR FAILURE TO PROVIDE SERVICES PROVIDED UNDER OR CONTEMPLATED BY THIS AGREEMENTAGREEMENT (UNLESS SUCH DAMAGES ARE ACTUALLY AWARDED AND PAID TO AN UNAFFILIATED THIRD PARTY BY A COURT OF COMPETENT JURISDICTION IN RESPECT OF A THIRD PARTY CLAIM), WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, AND EACH PARTY HEREBY WAIVES ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND ITS REPRESENTATIVES ANY CLAIM FOR SUCH DAMAGES. (c) The limitations set forth in Sections 8.1(a) and (b) shall not apply in respect of any Losses arising out of or in connection with (i) fraud or willful misconduct of or by the Party to be charged; (ii) either Party’s liability for breaches of confidentiality obligations under Article VII; or (iii) Fees or other reimbursable costs or expenses pursuant to this Agreement.

Limitations on Liability. (a) BUYERS ACKNOWLEDGE AND AGREE THAT, EXCEPT FOR FRAUD AND WILLFUL BREACH, THE REMEDIES SET FORTH IN ARTICLE VIII, ARTICLE XI AND THIS ARTICLE XII, INCLUDING THE LIABILITY LIMITS AND SURVIVAL PERIODS SET FORTH ABOVE AND THE DISCLAIMERS SET FORTH IN SECTION 5.5 AND SECTION 5.6, ARE INTENDED TO BE, AND SHALL BE, THE EXCLUSIVE REMEDIES OF THE BUYER INDEMNITEES WITH RESPECT TO ANY ASPECT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. (b) SELLERS ACKNOWLEDGE AND AGREE THAT, EXCEPT FOR FRAUD AND WILLFUL BREACH, THE REMEDIES SET FORTH IN ARTICLE VIII, ARTICLE XI AND THIS ARTICLE XII, INCLUDING THE LIABILITY LIMITS AND SURVIVAL PERIODS SET FORTH ABOVE, ARE INTENDED TO BE, AND SHALL BE, THE EXCLUSIVE REMEDIES OF THE SELLER INDEMNITEES WITH RESPECT TO ANY ASPECT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. (c) NOTWITHSTANDING ANYTHING TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAWCONTRARY CONTAINED IN THIS AGREEMENT, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT OR OTHERWISE, PARTY HERETO SHALL LICENSEE BE LIABLE ENTITLED TO DEVELOPER RECOVER FROM ANY OTHER PARTY HERETO OR ANY AFFILIATE OF DEVELOPER OR SUCH PARTY’S AFFILIATES ANY OTHER PERSON FOR (I) ANY INDIRECTAMOUNT IN RESPECT OF EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTALINDIRECT, PUNITIVE CONSEQUENTIAL, REMOTE OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER EVEN IF LICENSEE SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH SPECULATIVE DAMAGES, INCLUDING LOST PROFITS; OR (II) ANY AMOUNT IN EXCESS OF THE TOTAL AMOUNT PAID BY LICENSEE TO DEVELOPER UNDER THIS AGREEMENT TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH A CLAIM GIVING RISE TO LIABILITY IS MADEEXCEPT, EXCEPT HOWEVER, WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION ANY OF THE FOREGOING PAID OR OWING TO A THIRD PARTY WITH RESPECT TO A THIRD PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2CLAIM, WHICH CLAIMS DAMAGES SHALL NOT BE SUBJECT TO ANY CAP CONSIDERED PART OF LOSSES AND SHALL BE COVERED BY THE INDEMNIFICATIONS SET FORTH IN THIS ARTICLE XII. (d) EXCEPT IN THE CASE OF FRAUD AND WILLFUL BREACH, ALL RELEASES, DISCLAIMERS, LIMITATIONS ON LIABILITY. EACH PARTY ACKNOWLEDGES THAT LIABILITY AND INDEMNITIES IN THIS LIMITATION OF LIABILITY REFLECTS AN INFORMEDAGREEMENT, VOLUNTARY ALLOCATION BETWEEN INCLUDING THOSE IN THIS ARTICLE XII, SHALL APPLY EVEN IN THE PARTIES EVENT OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENTSOLE, JOINT AND/OR CONCURRENT, ACTIVE OR PASSIVE NEGLIGENCE, STRICT LIABILITY OR FAULT OF THE PARTY WHOSE LIABILITY IS RELEASED, DISCLAIMED, LIMITED OR INDEMNIFIED.

Limitations on Liability. EXCEPT AS SET FORTH IN THIS AGREEMENT, THERE IS NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY AND ALL IMPLIED WARRANTIES ARE DISCLAIMED. THE PARTIES CONFIRM THAT THE EXPRESS REMEDIES AND MEASURES OF DAMAGES PROVIDED IN THIS AGREEMENT SATISFY THE ESSENTIAL PURPOSES HEREOF. FOR BREACH OF ANY PROVISION FOR WHICH AN EXPRESS REMEDY OR MEASURE OF DAMAGES IS PROVIDED, SUCH EXPRESS REMEDY OR MEASURE OF DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY, THE OBLIGOR’S LIABILITY SHALL BE LIMITED AS SET FORTH IN SUCH PROVISION AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. IF NO REMEDY OR MEASURE OF DAMAGES IS EXPRESSLY PROVIDED HEREIN, THE OBLIGOR’S LIABILITY SHALL BE LIMITED TO DIRECT ACTUAL DAMAGES ONLY, SUCH DIRECT ACTUAL DAMAGES SHALL BE THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAWSOLE AND EXCLUSIVE REMEDY AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. UNLESS EXPRESSLY HEREIN PROVIDED, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT OR OTHERWISE, NEITHER PARTY SHALL LICENSEE BE LIABLE TO DEVELOPER OR ANY AFFILIATE OF DEVELOPER OR ANY OTHER PERSON FOR (I) ANY INDIRECT, SPECIALCONSEQUENTIAL, INCIDENTAL, PUNITIVE PUNITIVE, EXEMPLARY OR CONSEQUENTIAL INDIRECT DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION OR OTHERWISE. IT IS THE INTENT OF THE PARTIES THAT THE LIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES BE WITHOUT REGARD TO THE CAUSE OR CAUSES RELATED THERETO, INCLUDING THE NEGLIGENCE OF ANY CHARACTER EVEN IF LICENSEE SHALL HAVE BEEN INFORMED PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, OR ACTIVE OR PASSIVE. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE POSSIBILITY OF SUCH DAMAGES; HARM OR (II) ANY AMOUNT IN EXCESS OF THE TOTAL AMOUNT PAID BY LICENSEE TO DEVELOPER UNDER THIS AGREEMENT TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH A CLAIM GIVING RISE TO LIABILITY IS MADE, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2, WHICH CLAIMS SHALL NOT BE SUBJECT TO ANY CAP ON LIABILITY. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENTLOSS.

Limitations on Liability. NEITHER PARTY SHALL BE LIABLE TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORYOTHER PARTY OR TO ANY THIRD PARTY, WHETHER IN TORTUNDER THEORY OF CONTRACT, CONTRACT TORT OR OTHERWISE, SHALL LICENSEE BE LIABLE TO DEVELOPER OR ANY AFFILIATE OF DEVELOPER OR ANY OTHER PERSON FOR (I) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE PUNITIVE, CONSEQUENTIAL, OR CONSEQUENTIAL SPECIAL DAMAGES OF (INCLUDING ANY CHARACTER EVEN IF LICENSEE SHALL HAVE BEEN INFORMED DAMAGE TO BUSINESS REPUTATION, LOST PROFITS OR LOST DATA), WHETHER FORESEEABLE OR NOT AND WHETHER A PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (II) ANY AMOUNT IN EXCESS OF THE TOTAL AMOUNT PAID BY LICENSEE TO DEVELOPER UNDER THIS AGREEMENT TWELVE (12) MONTHS PRIOR . EACH PARTY’S AGGREGATE CUMULATIVE LIABILITY TO THE DATE ON WHICH A CLAIM GIVING RISE TO LIABILITY IS MADEOTHER, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2, WHICH CLAIMS SHALL NOT BE SUBJECT TO ANY CAP ON LIABILITY. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENT, INCLUDING THE HOSTED SERVICE, SERVICES AND INTELLECTUAL PROPERTY PROVIDED HEREUNDER SHALL NOT EXCEED, IN THE AGGREGATE AND REGARDLESS OF WHETHER UNDER THEORY OF CONTRACT, TORT OR OTHERWISE, THE TOTAL OF THE FEES ACTUALLY PAID AND THE FEES PAYABLE TO SERVICE PROVIDER BY CUSTOMER UNDER THIS AGREEMENT DURING THE ONE YEAR PERIOD PRIOR TO THE DATE THAT SUCH LIABILITY FIRST ARISES. HOWEVER, THERE IS NO LIMITATION ON DIRECT LOSS, CLAIM OR DAMAGES ARISING AS A RESULT OF AN INFRINGEMENT OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS OR IN CONNECTION WITH A PARTY’S INDEMNIFICATION OBLIGATIONS.

Limitations on Liability. TO THE MAXIMUM GREATEST EXTENT PERMISSIBLE UNDER PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES LICENSOR, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT OR OTHERWISE, REPRESENTATIVES SHALL LICENSEE NOT BE LIABLE TO DEVELOPER CUSTOMER OR TO ANY AFFILIATE OF DEVELOPER OR THIRD PARTY FOR ANY OTHER PERSON FOR (I) ANY SPECIAL, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER KIND OR NATURE WHATSOEVER (INCLUDING IN RESPECT OF LOST PROFIT OR REVENUE OR OPPORTUNITY, EXPECTED SAVINGS OR ANY OTHER ECONOMIC CONSEQUENTIAL LOSS OR DAMAGE) OR ANY LOSS OF, OR DAMAGE TO, DATA, EVEN IF LICENSEE SHALL HAVE SUCH DAMAGES ARE FORESEEABLE OR LICENSOR HAS BEEN INFORMED ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; . ANY LIABILITY OR (II) OBLIGATIOIN TO PAY BY THE LICENSOR TO CUSTOMER FOR ANY AMOUNT REASON, THEN THE LICENSOR’S AND ITS OFFICERS’, DIRECTORS’, EMPLOYEES’ AND REPRESENTATIVES’ LIABILITY SHALL BE LIMITED TO THE ACTUAL DIRECT DAMAGES SUFFERED BY CUSTOMER AND SHALL NOT EXCEED IN EXCESS OF THE TOTAL AGGREGATE THE AMOUNT PAID BY LICENSEE TO DEVELOPER UNDER THIS AGREEMENT TWELVE (12) MONTHS PRIOR THE CUSTOMER TO THE DATE LICENSOR IN THE PRECEDING TWELVE MONTH PERIOD BEGINNING ON THE DAY ON WHICH A CLAIM THE INCIDENT GIVING RISE TO THE LIABILITY IS MADEOR OBLIGATION TO PAY FIRST AROSE. The foregoing limitations and exclusions of liability shall apply in respect of any expense, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2damage, WHICH CLAIMS SHALL NOT BE SUBJECT TO ANY CAP ON LIABILITY. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMEDloss, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS injury, or liability of any kind, regardless of the form of action or theory of liability (KNOWN AND UNKNOWNincluding for breach of contract, tort, negligence, strict liability, by statute or otherwise) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENTand shall survive a fundamental breach or breaches or the failure of the essential purpose of this Agreement or of any remedy contained herein.

Limitations on Liability. (a) SUBJECT TO SECTION 7.02, THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAWLIABILITIES OF THE PROVIDER AND ITS SUBSIDIARIES AND THEIR RESPECTIVE REPRESENTATIVES, COLLECTIVELY, UNDER NO CIRCUMSTANCES AND THIS AGREEMENT FOR ANY ACT OR FAILURE TO ACT IN CONNECTION HEREWITH (INCLUDING THE PERFORMANCE OR BREACH OF THIS AGREEMENT), OR FROM THE SALE, DELIVERY, PROVISION OR USE OF ANY SERVICES PROVIDED UNDER NO LEGAL THEORYOR CONTEMPLATED BY THIS AGREEMENT, WHETHER IN TORTCONTRACT, CONTRACT TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, SHALL LICENSEE NOT EXCEED (X) IF THE SERVICES WERE PERFORMED BY SUCH PROVIDER FOR ONE YEAR OR LESS, THE AGGREGATE CHARGES PAID AND PAYABLE TO SUCH PROVIDER BY THE RECIPIENT PURSUANT TO THIS AGREEMENT OR (Y) IF THE SERVICES WERE PERFORMED BY SUCH PROVIDER FOR MORE THAN ONE YEAR, THE AGGREGATE CHARGES PAID AND PAYABLE TO SUCH PROVIDER BY THE RECIPIENT PURSUANT TO THIS AGREEMENT DURING THE TWELVE (12)-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITIES. (b) IN NO EVENT SHALL EITHER PARTY, ITS SUBSIDIARIES OR THEIR RESPECTIVE REPRESENTATIVES BE LIABLE TO DEVELOPER OR ANY AFFILIATE OF DEVELOPER OR ANY THE OTHER PERSON PARTY FOR (I) ANY INDIRECT, SPECIALPUNITIVE, INCIDENTALEXEMPLARY, PUNITIVE REMOTE, SPECULATIVE OR CONSEQUENTIAL SIMILAR DAMAGES OF ANY CHARACTER EVEN IF LICENSEE SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES; OR (II) ANY AMOUNT IN EXCESS OF COMPENSATORY DAMAGES OF THE TOTAL AMOUNT PAID BY LICENSEE TO DEVELOPER UNDER OTHER PARTY IN CONNECTION WITH THE PERFORMANCE OF THIS AGREEMENT TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH A CLAIM GIVING RISE TO OTHER THAN ANY SUCH LIABILITY IS MADE, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD A THIRD-PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2CLAIM), WHICH CLAIMS SHALL NOT BE SUBJECT TO ANY CAP ON LIABILITY. AND EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION HEREBY WAIVES ON BEHALF OF LIABILITY REFLECTS AN INFORMEDITSELF, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS ITS SUBSIDIARIES AND ITS REPRESENTATIVES ANY CLAIM FOR SUCH DAMAGES, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE. (KNOWN AND UNKNOWNc) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENTThe limitations in Section 7.01(a) and Section 7.01(b) shall not apply in respect of any Liability arising out of or in connection with (i) either Party’s Liability for breaches of confidentiality under Article VI, (ii) either Party’s obligations under Section 7.03 or 7.04, or (iii) the gross negligence, willful misconduct, or fraud of or by the Party to be charged.

Limitations on Liability. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, UNDER IN NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT OR OTHERWISE, SHALL LICENSEE EVENT WILL EITHER PARTY BE LIABLE TO DEVELOPER OR FOR ANY AFFILIATE OF DEVELOPER OR ANY OTHER PERSON FOR (I) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF OPPORTUNITIES, LOSS OF REPUTATION/GOODWILL, BUSINESS INTERRUPTION OR LOSS OF CONFIDENTIAL OR OTHER INFORMATION AND LOSS OR CORRUPTION OF DATA, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY ARISING OUT OF OR IN ANY CHARACTER WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE OR DOCUMENTATION PROVIDED HEREIN, OR OTHERWISE IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT, EVEN IF LICENSEE SHALL HAVE THE PARTY HAS BEEN INFORMED ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR DAMAGES AND EVEN IF THE REMEDY FAILS OF ITS ESSENTIAL PURPOSE. EXCEPT FOR BREACHES OF SECTIONS PERTAINING TO GRANT OF LICENSE (IISECTION 2), USE OF SOFTWARE AND DOCUMENTATION (SECTION 3), COPY RESTRICTIONS AND OTHER RESTRICTIONS (SECTION 4), YOUR CONFIDENTIAL INFORMATION (SECTION 7) ANY AMOUNT IN EXCESS OF THE TOTAL AMOUNT PAID BY LICENSEE TO DEVELOPER UNDER THIS AGREEMENT TWELVE AND EXPORT (12) MONTHS PRIOR TO THE DATE ON WHICH A CLAIM GIVING RISE TO ), YOUR LIABILITY IS MADE, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2WHETHER IN CONTRACT, WHICH CLAIMS SHALL NOT BE SUBJECT TO ANY CAP ON LIABILITY. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION TORT OR OTHERWISE, ARISING OUT OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST OR IN CONNECTION WITH THIS AGREEMENTTHE SOFTWARE OR DOCUMENTATION FURNISHED HEREUNDER AND ANY SERVICE SUPPLIED FROM TIME TO TIME SHALL NOT EXCEED THE LICENSE FEE YOU PAID FOR THE SOFTWARE OR ANY FEE YOU PAID FOR THE SERVICE.

Limitations on Liability. CREE’S AGGREGATE LIABILITY TO C&C IN DAMAGES OR OTHERWISE ARISING OUT OF THIS AGREEMENT OR ANY SALES AGREEMENT WITH RESPECT TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAWSALE OF ANY PARTICULAR PRODUCTS WILL IN NO EVENT EXCEED THE AMOUNT, UNDER IF ANY, RECEIVED BY CREE FOR THE PRODUCT(S) THAT ARE THE CAUSE OF SUCH DAMAGES. IF ANY REMEDY IS FOUND TO FAIL OF ITS ESSENTIAL PURPOSE OR IF CREE’S PRODUCTS ARE NOT THE CAUSE OF THE DAMAGES, CREE’S AGGREGATE LIABILITY IN DAMAGES OR OTHERWISE TO C&C WILL IN NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT OR OTHERWISE, SHALL LICENSEE BE LIABLE EVENT EXCEED $[****] USD. C&C’S AGGREGATE LIABILITY TO DEVELOPER CREE ARISING OUT OF THIS AGREEMENT OR ANY AFFILIATE SALES AGREEMENT WITH RESPECT TO THE PURCHASE OF DEVELOPER ANY PARTICULAR PRODUCTS WILL IN NO EVENT EXCEED THE PURCHASE PRICE FOR SUCH PRODUCTS, PLUS OTHER AMOUNTS EXPRESSLY PROVIDED IN THIS AGREEMENT FOR TAXES, TRANSPORTATION COSTS, INTEREST, AND COLLECTION COSTS. IN NO EVENT SHALL EITHER PARTY HAVE LIABILITY IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER PERSON SALES AGREEMENT FOR (I) ANY CONSEQUENTIAL, INDIRECT, OR INCIDENTAL, SPECIAL, INCIDENTALOR PUNITIVE DAMAGES (WHICH MAY INCLUDE LOST PROFITS, PUNITIVE PRODUCTION, OR CONSEQUENTIAL DAMAGES REVENUE, OR BUSINESS INTERRUPTION) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, ANY CHARACTER SALES AGREEMENT OR THE MANUFACTURE, USE OR PERFORMANCE OF THE PRODUCTS, EVEN IF LICENSEE SHALL HAVE BEEN INFORMED ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; PROVIDED THAT THE FOREGOING SHALL IN NO WAY LIMIT C&C’S OBLIGATION TO PAY FOR PRODUCTS PURCHASED HEREUNDER IN ACCORDANCE WITH THE TERMS HEREOF. THE LIMITATIONS IN THIS PARAGRAPH 18 APPLY REGARDLESS OF WHETHER SUCH CLAIM IS BASED ON TORT, CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR (II) ANY AMOUNT IN EXCESS OF THE TOTAL AMOUNT PAID BY LICENSEE TO DEVELOPER UNDER THIS AGREEMENT TWELVE (12) MONTHS PRIOR OTHER THEORY, PROVIDED THAT, NOTWITHSTANDING ANYTHING TO THE DATE ON WHICH CONTRARY, THE LIMITATIONS IN THIS PARAGRAPH 18 SHALL NOT IN ANY EVENT APPLY TO A CLAIM GIVING RISE PARTY’S OBLIGATION PURSUANT TO LIABILITY IS MADETHE PROVISIONS IN PARAGRAPH 11 TO DEFEND THE OTHER PARTY AGAINST OR TO INDEMNIFY OR HOLD HARMLESS THE OTHER PARTY FOR AMOUNTS CLAIMED BY, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO OWED TO, OR RECOVERED BY A THIRD PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2OR ANY BREACH OF PARAGRAPH 13, WHICH CLAIMS SHALL NOT BE SUBJECT TO ANY CAP ON LIABILITY. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN15(c) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENTor 17(a).

Limitations on Liability. (a) SUBJECT TO SECTION 6.02, THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAWLIABILITIES OF PROVIDER AND ITS SUBSIDIARIES AND THEIR RESPECTIVE REPRESENTATIVES, COLLECTIVELY, UNDER NO CIRCUMSTANCES AND THIS AGREEMENT FOR ANY ACT OR FAILURE TO ACT IN CONNECTION HEREWITH (INCLUDING THE PERFORMANCE OR BREACH OF THIS AGREEMENT), OR FROM THE SALE, DELIVERY, PROVISION OR USE OF ANY SERVICES PROVIDED UNDER NO LEGAL THEORYOR CONTEMPLATED BY THIS AGREEMENT, WHETHER IN TORTCONTRACT, CONTRACT TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, SHALL LICENSEE NOT EXCEED [•]% OF THE AGGREGATE CHARGES PAID AND PAYABLE UNDER THIS AGREEMENT TO SUCH PROVIDER IN RESPECT OF SUCH SERVICE; PROVIDED THAT, NOTWITHSTANDING THE FOREGOING, THE TOTAL LIABILITIES OF PROVIDER AND ITS SUBSIDIARIES AND THEIR RESPECTIVE REPRESENTATIVES, COLLECTIVELY, UNDER THIS AGREEMENT FOR ANY ACT OR FAILURE TO ACT IN CONNECTION HEREWITH (INCLUDING THE PERFORMANCE OR BREACH OF THIS AGREEMENT), OR FROM THE SALE, DELIVERY, PROVISION OR USE OF ANY SERVICES PROVIDED UNDER OR CONTEMPLATED BY THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, SHALL NOT EXCEED $[•]. (b) IN NO EVENT SHALL EITHER PARTY, ITS SUBSIDIARIES OR THEIR RESPECTIVE REPRESENTATIVES BE LIABLE TO DEVELOPER OR ANY AFFILIATE OF DEVELOPER OR ANY THE OTHER PERSON PARTY FOR (I) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE PUNITIVE, EXEMPLARY, REMOTE, SPECULATIVE OR CONSEQUENTIAL SIMILAR DAMAGES OF ANY CHARACTER EVEN IF LICENSEE SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES; OR (II) ANY AMOUNT IN EXCESS OF COMPENSATORY DAMAGES OF THE TOTAL AMOUNT PAID BY LICENSEE TO DEVELOPER UNDER OTHER PARTY IN CONNECTION WITH THE PERFORMANCE OF THIS AGREEMENT TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH A CLAIM GIVING RISE TO OTHER THAN ANY SUCH LIABILITY IS MADE, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD A THIRD-PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2CLAIM), WHICH CLAIMS SHALL NOT BE SUBJECT TO ANY CAP ON LIABILITY. AND EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION HEREBY WAIVES ON BEHALF OF LIABILITY REFLECTS AN INFORMEDITSELF, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS ITS SUBSIDIARIES AND ITS REPRESENTATIVES ANY CLAIM FOR SUCH DAMAGES, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE. (KNOWN AND UNKNOWNc) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENTThe limitations in Section 6.01(a) and Section 6.01(b) shall not apply in respect of any Liability arising out of or in connection with (i) either Party’s Liability for breaches of confidentiality under Article V, (ii) the Parties’ respective obligations under Section 6.03 or 6.04 or (iii) the willful misconduct or fraud of or by the Party to be charged.

Limitations on Liability. (a) EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, BUYER ACKNOWLEDGES AND AGREES THAT THE REMEDIES SET FORTH IN THIS ARTICLE VI, INCLUDING THE SURVIVAL PERIODS SET FORTH ABOVE AND THE DISCLAIMERS SET FORTH IN SECTION 5.8, ARE INTENDED TO BE, AND SHALL BE, THE EXCLUSIVE REMEDIES OF BUYER WITH RESPECT TO ANY ASPECT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, BUYER HEREBY RELEASES, WAIVES AND DISCHARGES, AND COVENANTS NOT TO XXX OR OTHERWISE ASSERT ANY RIGHTS, REMEDIES OR RECOURSE WITH RESPECT TO, ANY CAUSE OF ACTION OR CLAIM NOT EXPRESSLY PROVIDED FOR IN THIS AGREEMENT TO THE MAXIMUM EXTENT PERMISSIBLE PERMITTED BY APPLICABLE LAW. (b) SELLER ACKNOWLEDGES AND AGREES THAT THE REMEDIES SET FORTH IN THIS ARTICLE VI, INCLUDING THE SURVIVAL PERIODS SET FORTH ABOVE, ARE INTENDED TO BE, AND SHALL BE, THE EXCLUSIVE REMEDIES OF SELLER WITH RESPECT TO ANY ASPECT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, SELLER HEREBY RELEASES, WAIVES AND DISCHARGES, AND COVENANTS NOT TO XXX OR OTHERWISE ASSERT ANY RIGHTS, REMEDIES OR RECOURSE WITH RESPECT TO, ANY CAUSE OF ACTION OR CLAIM NOT EXPRESSLY PROVIDED FOR IN THIS AGREEMENT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. (c) NOTWITHSTANDING ANYTHING THAT MAY BE TO THE CONTRARY IN THIS AGREEMENT, NO INDEMNIFIED PARTY SHALL BE ENTITLED TO RECOVER FROM THE INDEMNIFYING PARTY ANY AMOUNT IN RESPECT OF EXEMPLARY, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, REMOTE OR SPECULATIVE DAMAGES OR LOST PROFITS; PROVIDED, HOWEVER, THAT IF ANY INDEMNIFIED PARTY IS OBLIGATED TO PAY SUCH DAMAGES TO A PERSON THAT IS NOT AN AFFILIATE PURSUANT TO A CLAIM THAT IS ENTITLED TO INDEMNIFICATION HEREUNDER, THEN THE RECOVERY OF SUCH DAMAGES FROM THE INDEMNIFYING PARTY SHALL NOT BE EXCLUDED BY THIS SECTION. (d) ALL RELEASES, DISCLAIMERS, LIMITATIONS ON LIABILITY AND INDEMNITIES IN THIS AGREEMENT, INCLUDING THOSE IN THIS ARTICLE VI, SHALL APPLY EVEN IN THE EVENT OF THE SOLE, JOINT, AND/OR CONCURRENT, ACTIVE OR PASSIVE NEGLIGENCE, STRICT LIABILITY OR FAULT OF THE PARTY WHOSE LIABILITY IS RELEASED, DISCLAIMED, LIMITED OR INDEMNIFIED (EXCLUDING GROSS NEGLIGENCE OR WILLFUL MISCONDUCT). (e) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, FROM AND AFTER THE CLOSING, THE BUYER INDEMNITEES SHALL HAVE NO RIGHTS TO RECOVERY OR INDEMNIFICATION, DIRECTLY OR INDIRECTLY, FOR ANY LIABILITIES ARISING IN RELATION TO ANY ENVIRONMENTAL MATTERS AND ALL RIGHTS OR REMEDIES WHICH ANY BUYER INDEMNITEE MAY HAVE AGAINST SELLER AT OR UNDER APPLICABLE LAW (INCLUDING ANY ENVIRONMENTAL LAW) WITH RESPECT TO ANY LIABILITIES ARISING IN RELATION TO ANY ENVIRONMENTAL MATTERS, ARE EXPRESSLY WAIVED. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, FROM AND AFTER THE CLOSING, BUYER AND ALL BUYER INDEMNITEES DO HEREBY AGREE, WARRANT AND COVENANT TO RELEASE, ACQUIT AND FOREVER DISCHARGE SELLER AND ALL SELLER INDEMNITEES FROM ANY AND ALL CLAIMS, DEMANDS AND CAUSES OF ACTION OF WHATSOEVER NATURE, INCLUDING WITHOUT LIMITATION ALL CLAIMS, DEMANDS AND CAUSES OF ACTION FOR CONTRIBUTION AND INDEMNITY UNDER STATUTE, COMMON OR CIVIL LAW, UNDER NO CIRCUMSTANCES WHICH COULD BE ASSERTED NOW OR IN THE FUTURE AND UNDER NO LEGAL THEORYTHAT RELATE TO OR IN ANY WAY ARISE OUT OF ANY ENVIRONMENTAL MATTERS. FOR THE AVOIDANCE OF DOUBT, THE PARTIES AGREE THAT ENVIRONMENTAL MATTERS DO NOT INCLUDE ANY MTBE MATTERS. FURTHER, IN THE EVENT BUYER OR BUYER INDEMNITEES SEEKS COST RECOVERY, CONTRIBUTION, OR INDEMNIFICATION AGAINST A PRIOR OWNER OF THE PHYSICAL ASSETS THAT RELATES TO OR IN ANY WAY ARISES OUT OF AN ENVIRONMENTAL MATTER, FOR PURPOSES OF CLARIFICATION, IT IS UNDERSTOOD AND AGREED THAT ANY CLAIM, WHETHER IN TORTARISING UNDER CONTRACT, CONTRACT STATUTE, COMMON LAW, OR OTHERWISE, SHALL LICENSEE BE LIABLE TO DEVELOPER MADE BY SUCH PRIOR OWNER AGAINST SELLER OR ANY AFFILIATE OF DEVELOPER OR ANY OTHER PERSON FOR (I) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER EVEN IF LICENSEE SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES; OR (II) ANY AMOUNT IN EXCESS OF THE TOTAL AMOUNT PAID BY LICENSEE TO DEVELOPER UNDER THIS AGREEMENT TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH A CLAIM GIVING RISE TO LIABILITY IS MADE, EXCEPT SELLER INDEMNITEES WITH RESPECT TO DEVELOPER’S INDEMNIFICATION SUCH ENVIRONMENTAL MATTER SHALL BE AN ASSUMED OBLIGATION WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2, WHICH CLAIMS SHALL NOT BE SUBJECT TO ANY CAP ON LIABILITY. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENTBUYER.

Limitations on Liability. TO IN NO EVENT WILL (i) EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, RELIANCE OR OTHER SIMILAR DAMAGES ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT, THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAWSYSTEM, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT THE SITE OR OTHERWISE, SHALL LICENSEE ANY SERVICES HEREUNDER; OR (ii) EITHER PARTY BE LIABLE TO DEVELOPER THE OTHER PARTY FOR DAMAGES FOR BREACH OF THIS AGREEMENT IN EXCESS OF THE AMOUNTS PAID OR ANY AFFILIATE PAYABLE BY INSURER TO AFS UNDER THIS AGREEMENT DURING THE FIFTEEN (15) MONTHS PRIOR TO THE OCCURRENCE OF DEVELOPER OR ANY OTHER PERSON FOR (I) ANY INDIRECTTHE EVENTS GIVING RISE TO SUCH DAMAGES, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER EVEN IF LICENSEE SUCH PARTY SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES; . THE FOREGOING WAIVERS AND LIMITATIONS OF DAMAGES SHALL NOT APPLY TO (i) THE LIMITED EXTENT THAT APPLICABLE LAW PROHIBITS ANY SUCH LIMITATION, (ii) DAMAGES CAUSED BY WILLFUL MISCONDUCT, (iii) DAMAGES OR (II) ANY AMOUNT LIABILITY RELATING TO A PARTY’S INDEMNITY OBLIGATIONS HEREUNDER, OR ARISING FROM A BREACH OF A PARTIES CONFIDENTIALITY OBLIGATIONS UNDER SECTION 7. THE PARTIES ACKNOWLEDGE THAT THE WAIVERS AND LIMITATIONS OF THIS SECTION 6 CONSTITUTE AN ALLOCATION OF RISK THAT IS REFLECTED IN EXCESS THE PRICE PAID FOR THE PRODUCTS AND SERVICES PROVIDED. THE WAIVERS AND LIMITATIONS OF LIABILITY PROVIDED IN THIS SECTION 6 ARE A FUNDAMENTAL BASIS OF THE TOTAL AMOUNT PAID BY LICENSEE TO DEVELOPER UNDER THIS AGREEMENT TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH A CLAIM GIVING RISE TO LIABILITY IS MADEBARGAIN. Nothing in this Agreement is intended to create rights in or for the benefit of any Authorized User or other third party, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2the indemnifications of each party herein being intended to benefit only the other party hereto, WHICH CLAIMS SHALL NOT BE SUBJECT TO ANY CAP ON LIABILITY. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENTand such other party’s respective successors and permitted assigns.

Limitations on Liability. TO 13.1 WITH THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAWEXCEPTION OF THE INDEMNITIES SET OUT IN SECTION 12, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORYNEITHER PARTY NOR THEIR RESPECTIVE AFFILIATES, WHETHER IN TORTDIRECTORS, CONTRACT OFFICERS OR OTHERWISE, EMPLOYEES SHALL LICENSEE BE LIABLE TO DEVELOPER OR THE OTHER PARTY FOR ANY AFFILIATE OF DEVELOPER OR ANY OTHER PERSON FOR (I) ANY INDIRECTSPECIAL, SPECIALCONSEQUENTIAL, INCIDENTAL, PUNITIVE EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INDIRECT DAMAGES, EVEN IF LICENSEE SHALL THEY HAVE BEEN INFORMED ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; LOSS, INCLUDING WITHOUT LIMITATION, LOSS OF BUSINESS REVENUE OR (II) ANY AMOUNT IN EXCESS EARNINGS, LOST DATA, LOST PROFITS, OR A FAILURE TO REALIZE EXPECTED SAVINGS. 13.2 WITH THE EXCEPTION OF THE TOTAL AMOUNT PAID BY LICENSEE TO DEVELOPER UNDER THIS AGREEMENT TWELVE (INDEMNITIES SET OUT IN SECTION 12) MONTHS PRIOR , NEITHER PARTY'S LIABILITY TO THE DATE ON WHICH A CLAIM GIVING RISE TO LIABILITY IS MADE, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD OTHER PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2, WHICH CLAIMS SHALL NOT BE SUBJECT TO ANY CAP ON LIABILITY. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENT, NOR THE LIABILITY OF THEIR RESPECTIVE AFFILIATES, DIRECTORS, OFFICERS OR EMPLOYEES, SHALL EXCEED THE TOTAL AMOUNT OF FEES PAID BY DISTRIBUTOR TO SONIC UNDER THIS AGREEMENT DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. 13.3 THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY WHETHER AN ACTION, CLAIM OR DEMAND ARISES FROM A BREACH OF WARRANTY OR CONDITION, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER KIND OF CIVIL LIABILITY CONNECTED WITH THIS AGREEMENT. 13.4 Some jurisdictions do not allow limitations or the exclusions of certain types of damages. In the event that the laws of any such jurisdiction are deemed applicable to this Agreement, the above limitations or exclusions may be limited or deemed inapplicable. 13.5 This section shall survive termination of this Agreement.

Limitations on Liability. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, UNDER Section 9.01. IN NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT OR OTHERWISE, EVENT SHALL LICENSEE ANY PARTY BE LIABLE TO DEVELOPER OR ANY AFFILIATE OF DEVELOPER OR ANY OTHER PERSON PARTY FOR (I) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF ANY CHARACTER OR RELATED TO THE TERMS OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOST PROFITS, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR BUSINESS INTERRUPTION, EVEN IF LICENSEE SHALL HAVE THE INDEMNIFYING PARTY HAS BEEN INFORMED ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; , BUT EXCEPT FOR LOSS OR (II) ANY AMOUNT DAMAGE ARISING OUT OF SUCH INDEMNIFYING PARTY’S FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE. IN EXCESS OF ADDITION, WHETHER AN ACTION OR CLAIM IS BASED ON WARRANTY, CONTRACT, TORT OR OTHERWISE, UNDER NO CIRCUMSTANCE SHALL A PARTY’S TOTAL LIABILITY TO THE OTHER PARTY, OTHER THAN WITH RESPECT TO THE TOTAL AMOUNT PAID BY LICENSEE LIABILITY OF ANY PARTY TO DEVELOPER UNDER THE BACK-UP SERVICER, THE CUSTODIAN OR THE PAYING AGENT, ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED, IN ANY TWELVE (12) MONTHS PRIOR MONTH PERIOD, AN AMOUNT EQUAL TO THE DATE ON WHICH AMOUNT PAID OR TO BE PAID BY THE BORROWERS TO THE SERVICER HEREUNDER FOR SUCH TWELVE (12) MONTH PERIOD; PROVIDED, HOWEVER THAT NOTHING CONTAINED IN THIS SENTENCE SHALL BE CONSTRUED TO LIMIT THE LIABILITY OF A CLAIM GIVING RISE TO LIABILITY IS MADEPARTY IN THE CASE OF FRAUD BY, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD OR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF, SUCH PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2OR ITS EMPLOYEES, WHICH CLAIMS SHALL NOT BE SUBJECT TO ANY CAP ON LIABILITYAGENTS OR SUBCONTRACTORS. Section 9.02. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMEDBack-Up Servicer Standard of Care: Conformity with Applicable Law: Liability of Back-Up Servicer. (a) The Back-Up Servicer (including in its capacity as Successor Servicer) will perform its duties hereunder in accordance with the same standard of care exercised by the Back- Up Servicer in the conduct of similar affairs for comparable assets for other parties. The Back-Up Servicer shall comply in all material respects with all applicable Laws and preserve and maintain its existence, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS rights, franchises and privileges, and qualify and remain qualified in good standing in each jurisdiction where the failure to preserve and maintain such existence, rights, franchises, privileges and qualification will result in, or could reasonably be expected to result in, a material adverse effect on the Lenders. The Back-Up Servicer undertakes to perform only such duties as are specifically set forth in this Agreement with respect to the Back-Up Servicer, and no implied covenants or obligations shall be read into this Agreement against the Back-Up Servicer. If any conflict arises between the terms of this Agreement and the terms of any other Transaction Document, the terms of this Agreement shall govern. (KNOWN AND UNKNOWNb) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENTThe Back-Up Servicer will not, in performing its obligations hereunder, be obligated to take any action that would be in violation of any law, rule or regulation that may be applicable to the Back-Up Servicer, its property or the services to be performed hereunder.

Limitations on Liability. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT OR OTHERWISE, 17.1 Consequential Damages Exclusion; Express Negligence. NEITHER PARTY SHALL LICENSEE BE LIABLE TO DEVELOPER OR ANY AFFILIATE OF DEVELOPER OR ANY OTHER PERSON FOR (I) ANY INDIRECTCONSEQUENTIAL, INCIDENTAL, SPECIAL, INCIDENTALINDIRECT, PUNITIVE PUNITIVE, OR CONSEQUENTIAL EXEMPLARY DAMAGES OF ANY CHARACTER EVEN IF LICENSEE SHALL HAVE BEEN INFORMED KIND OR NATURE ARISING OUT OF THE POSSIBILITY OF SUCH DAMAGES; OR (II) ANY AMOUNT IN EXCESS OF THE TOTAL AMOUNT PAID BY LICENSEE TO DEVELOPER UNDER THIS AGREEMENT TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH A CLAIM GIVING RISE TO LIABILITY IS MADE, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2, WHICH CLAIMS SHALL NOT BE SUBJECT TO ANY CAP ON LIABILITY. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENT, INCLUDING LOST PROFITS (EXCEPT TO THE EXTENT THAT ANY DIRECT DAMAGES INCLUDE AN ELEMENT OF PROFIT), LOST SALES OR REVENUES, AND ALL BUSINESS INTERRUPTION DAMAGES, WHETHER BY STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION OR OTHERWISE (EXCEPT (a) TO THE EXTENT THAT AN INDEMNIFYING PARTY, PURSUANT TO THE PROVISIONS OF SECTION 13.4 OR SECTION 17.2 OR ARTICLE 16, IS OBLIGATED TO INDEMNIFY AN INDEMNITEE AGAINST THIRD PARTY CLAIMS (INCLUDING, IF APPLICABLE, CLAIMS BY ANY GOVERNMENTAL AUTHORITY) OR (b) AN EXPRESS MEASURE OF DAMAGES HEREIN (INCLUDING AMOUNTS PAYABLE BY SELLER PURSUANT TO SECTION 10.3(b) OR AS LIQUIDATED DAMAGES) INCLUDES CONSEQUENTIAL, INCIDENTAL, SPECIAL OR INDIRECT DAMAGES OR (c) IN THE CASE OF A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR INTENTIONAL, BAD FAITH BREACH). THE PARTIES INTEND AND AGREE THAT (i) THE LIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES AND, EXCEPT TO THE EXTENT OTHERWISE PROVIDED IN THE PROVISO TO SECTION 16.1, THE INDEMNITIES IN SECTION 16.1(IV), SECTION 16.1(V) AND SECTION 16.1(VI) BE WITHOUT REGARD TO THE CAUSE OR CAUSES RELATED THERETO, INCLUDING THE NEGLIGENCE OF THE BENEFICIARY THEREOF, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, ACTIVE OR PASSIVE AND (ii) “COVER” DAMAGES REASONABLY INCURRED BY A NON-DEFAULTING PARTY DO NOT CONSTITUTE CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE, OR EXEMPLARY DAMAGES FOR PURPOSES OF THIS AGREEMENT. WITH RESPECT TO THE INDEMNITIES IN SECTION 16.1(i) AND SECTION 16.1(ii), IT IS THE INTENT OF THE PARTIES THAT WHERE, AS BETWEEN THE PARTIES, FAULT IS DETERMINED TO HAVE BEEN JOINT OR CONTRIBUTORY, PRINCIPLES OF COMPARATIVE FAULT WILL BE FOLLOWED AND EACH PARTY SHALL BEAR THE PROPORTIONATE DAMAGE CAUSED BY THAT PARTY’S FAULT.

Limitations on Liability. UNITY AND ITS LICENSORS’ TOTAL AGGREGATE LIABILITY TO YOU FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY RELATED TO THIS AGREEMENT WILL BE LIMITED TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAWGREATER OF: (A) THE AMOUNTS PAID BY YOU IN THE MOST RECENT THREE (3) MONTHS FOR USE OF THE DEVELOPMENT TOOLS; OR (B) ONE HUNDRED U.S. DOLLARS (US$100). IN NO EVENT WILL UNITY, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORYITS LICENSORS OR ANY OTHER PARTY INVOLVED IN CREATING, WHETHER IN TORTPRODUCING OR DELIVERING THE DEVELOPMENT TOOLS, CONTRACT OR OTHERWISE, SHALL LICENSEE BE LIABLE TO DEVELOPER OR YOU FOR ANY AFFILIATE OF DEVELOPER OR ANY OTHER PERSON FOR (I) ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, BUSINESS, PROFITS, GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE OR ABILITY TO EXECUTE) OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS OR SERVICES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE EXECUTION OR PERFORMANCE OF THE DEVELOPMENT TOOLS, WHETHER SUCH LIABILITY ARISES FROM ANY CHARACTER EVEN IF LICENSEE SHALL CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT UNITY OR ITS LICENSORS HAVE BEEN INFORMED ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; LOSS OR (II) DAMAGE. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY AMOUNT LIMITED REMEDY SPECIFIED IN EXCESS THE AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE TOTAL AMOUNT PAID BY LICENSEE TO DEVELOPER UNDER THIS AGREEMENT TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH A CLAIM GIVING RISE TO LIABILITY IS MADE, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2, WHICH CLAIMS SHALL NOT BE SUBJECT TO ANY CAP ON LIMITATION OR EXCLUSION OF LIABILITY. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENT.

Limitations on Liability. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER PERMITTED BY APPLICABLE LAW, UNDER YOU AGREE THAT IN NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT OR OTHERWISE, SHALL LICENSEE EVENT WILL THE ARSNL ENTITIES BE LIABLE TO DEVELOPER OR ANY AFFILIATE OF DEVELOPER OR ANY OTHER PERSON (A) FOR (I) ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR CONSEQUENTIAL SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE NFT, ARTWORK, PRINTS OR ASSOCIATED CONTENT), HOWEVER CAUSED AND UNDER ANY CHARACTER THEORY OF LIABILITY, WHETHER UNDER THIS AGREEEMENT OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE NFTS, ARTWORK, PRINTS AND ASSOCIATED CONTENT OR THIS AGREEMENT AND WHETHER IN CONTRACT, PRODUCT LIABILITY OR TORT (INCLUDING STRICT LIABILITY OR NEGLIGENCE) OR OTHERWISE, EVEN IF LICENSEE SHALL THE ARSNL ENTITIES HAVE BEEN INFORMED ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; DAMAGE, OR (B) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT THE DELIVERY, USE OR PERFORMANCE OF THE NFTS, ARTWORK, PRINTS AND ASSOCIATED CONTENT. THE MAXIMUM AGGREGATE LIABILITY OF THE ARSNL ENTITIES FOR ALL DAMAGES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING STRICT LIABILITY OR NEGLIGENCE) OR OTHERWISE, SHALL BE THE GREATER OF (I) $1,000 OR (II) ANY AMOUNT IN EXCESS OF THE TOTAL AMOUNT PAID BY LICENSEE TO DEVELOPER UNDER THIS AGREEMENT TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH A CLAIM GIVING RISE TO LIABILITY IS MADE, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2, WHICH CLAIMS SHALL NOT BE SUBJECT TO ANY CAP ON LIABILITY. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENTARSNL FOR YOUR NFT.

Limitations on Liability. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW(1) ITL AND ITS EMPLOYEES, UNDER NO CIRCUMSTANCES OFFICERS, DIRECTORS, CONTRACTORS, DISTRIBUTORS, PARTNERS AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT OR OTHERWISE, SHALL LICENSEE AGENTS,WILL NOT BE LIABLE TO DEVELOPER OR ANY AFFILIATE OF DEVELOPER OR ANY OTHER PERSON FOR (I) ANY INDIRECT, DIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR CONSEQUENTIAL LOST DATA, ARISING OUT OF OR IN CONNECTION WITH THE SOFTWARE, SERVICES AND/OR THE WEBSITE CAUSED BY INCORRECT OR INCOMPLETE INFORMATION IN THE SERVICE, LACK OF OR INSUFFICIENT FUNCTIONALITY OF THE SERVICE, LOSS OF DATA HOSTED BY ITL, UNAUTHORIZED USE OF DATA HOSTED BY ITL OR ANY OTHER CIRCUMSTANCES CONNECTED TO THE SERVICE THAT MAY BRING FINANCIAL LOSS, DAMAGES OF ANY CHARACTER AND/OR INCONVENIENCE UPON THE CUSTOMER OR THIRD PARTIES EVEN IF LICENSEE SHALL HAVE BEEN INFORMED ITL HAS ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES; DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE. (2) ITL SHALL NOT BE HELD RESPONSIBLE FOR THE CUSTOMERS DIRECT OR (II) ANY AMOUNT IN EXCESS INDIRECT LOSSES INCURRED BY REASONS OF THE TOTAL AMOUNT PAID SERVICE NOT BEING AVAILABLE (PARTLY OR IN ITS ENTIRETY) AND REDUCED RESPONSE TIME, FOR TECHNICAL OR OTHER CAUSES. (3) ITL SHALL NOT BE RESPONSIBLE FOR ANY INFRINGEMENT OF THE COPYRIGHT OF A THIRD PARTY IN RESPECT OF INFORMATION MADE AVAILABLE IN OR THROUGH THE SERVICE BY LICENSEE THE CUSTOMER. (4) ITL UNDERTAKES NO RESPONSIBILITY FOR, AND DISCLAIMS ALL LIABILITY ARISING FROM, ANY DEFECTS OR FAILURES IN ANY COMMUNICATIONS LINES, THE INTERNET OR INTERNET SERVICE PROVIDER, THE COMPUTER HARDWARE OR SOFTWARE OF CUSTOMER OR ITS AUTHORIZED USERS, OR ANY OTHER SERVICE OR DEVICE USED TO DEVELOPER ACCESS THE SOFTWARE OR TO AUTHENTICATE ANY USER AS AN AUTHORIZED USER. CUSTOMER ACKNOWLEDGES AND AGREES THAT ITL IS NOT RESPONSIBLE FOR THE CUSTOMER DATA AND/OR ANY THIRD-PARTY CONTENT, AND ITL SHALL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES RESULTING FROM RELIANCE ON ANY SUCH INFORMATION OR DATA UNDER ANY CIRCUMSTANCES. (5) SUBJECT TO THE LIMITATIONS SET OUT IN THIS CLAUSE 5.2, THE MAXIMUM AGGREGATE LIABILITY OF ITL UNDER THIS AGREEMENT TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH A CLAIM GIVING RISE TO LIABILITY IS MADE, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS SHALL UNDER SECTION 6.2.2, WHICH CLAIMS SHALL NOT BE SUBJECT TO ANY CAP ON LIABILITY. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES NO CIRCUMSTANCES EXCEED 50 % OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENTYEARLY SERVICE FEE PAID BY CUSTOMER HEREUNDER.

Limitations on Liability. (a) SUBJECT TO SECTION 6.2, THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAWLIABILITIES OF PROVIDER AND ITS SUBSIDIARIES AND THEIR RESPECTIVE REPRESENTATIVES, COLLECTIVELY, UNDER NO CIRCUMSTANCES AND THIS AGREEMENT FOR ANY ACT OR FAILURE TO ACT IN CONNECTION HEREWITH (INCLUDING THE PERFORMANCE OR BREACH OF THIS AGREEMENT), OR FROM THE SALE, DELIVERY, PROVISION OR USE OF ANY SERVICES PROVIDED UNDER NO LEGAL THEORYOR CONTEMPLATED BY THIS AGREEMENT, WHETHER IN TORTCONTRACT, CONTRACT TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, SHALL LICENSEE BE LIABLE NOT EXCEED THE AGGREGATE CHARGES PAID OR PAYABLE TO DEVELOPER OR ANY AFFILIATE OF DEVELOPER OR ANY OTHER PERSON FOR (I) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER EVEN IF LICENSEE SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES; OR (II) ANY AMOUNT IN EXCESS OF THE TOTAL AMOUNT PAID PROVIDER BY LICENSEE TO DEVELOPER RECIPIENT UNDER THIS AGREEMENT OVER THE PREVIOUS TWELVE (12) MONTHS OR SINCE THE DATE OF THIS AGREEMENT (IF PRIOR TO THE DATE ON WHICH A CLAIM FIRST ANNIVERSARY OF THIS AGREEMENT) WITH RESPECT TO THE SERVICES GIVING RISE TO SUCH LIABILITY. (b) IN NO EVENT SHALL EITHER PARTY, ITS SUBSIDIARIES OR THEIR RESPECTIVE REPRESENTATIVES BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, REMOTE, SPECULATIVE OR SIMILAR DAMAGES IN EXCESS OF COMPENSATORY DAMAGES OF THE OTHER PARTY IN CONNECTION WITH THE PERFORMANCE OF THIS AGREEMENT REGARDLESS OF WHETHER SUCH PARTY HAS BEEN NOTIFIED OF THE POSSIBILITY OF, OR THE FORESEEABILITY OF, SUCH DAMAGES (OTHER THAN ANY SUCH LIABILITY IS MADE, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD A THIRD-PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2CLAIM), WHICH CLAIMS SHALL NOT BE SUBJECT TO ANY CAP ON LIABILITY. AND EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION HEREBY WAIVES ON BEHALF OF LIABILITY REFLECTS AN INFORMEDITSELF, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN ITS SUBSIDIARIES AND UNKNOWN) THAT MAY EXIST ITS REPRESENTATIVES ANY CLAIM FOR SUCH DAMAGES, WHETHER ARISING IN CONNECTION WITH THIS AGREEMENTCONTRACT, TORT OR OTHERWISE.

Limitations on Liability. A. EXCEPT AS STATED IN SECTION II, ABOVE, TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAWCONTRARY, UNDER STALLWATCH DISCLAIMS AND MAKES NO CIRCUMSTANCES AND UNDER NO LEGAL THEORYREPRESENTATION, WARRANTY OR AGREEMENT, EXPRESS OR IMPLIED, WITH RESPECT TO ANY EQUIPMENT OR MONITORING SERVICE (INCLUDING, WITHOUT LIMIATION, ANY IMPLIED REPRESENTATIONS, WARRANTIES OR AGREEMENTS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR NON-INTERFERENCE). STALLWATCH DOES NOT REPRESENT NOR WARRANT THAT ANY EQUIPMENT OR MONITORING SERVICE WILL PREVENT INJURY, LIABILITY, CLAIM OR LOSS, WHETHER IN TORTBY THEFT, CONTRACT BURGLARY, FIRE, PERSONAL EMERGENCY OR OTHERWISE, NOR DOES STALLWATCH REPRESENT OR WARRANT THAT USE OF ANY EQUIPMENT OR THE PROVISION OF MONITORING SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. B. CUSTOMER ACKNOWLEDGES AND AGREES THAT STALLWATCH IS NOT AN INSURER AND THAT STALLWATCH DOES NOT PROVIDE ANY COVERAGE AGAINST, AND STALLWATCH IS NOT RESPONSIBLE FOR, ANY LOSS OR DAMAGE TO PROPERTY OR INJURY TO ANY PERSON. THE AMOUNTS PAID BY CUSTOMER TO STALLWATCH UNDER THIS AGREEMENT ARE BASED UPON THE EQUIPMENT AND MONITORING SERVICES PROVIDED BY STALLWATCH AND THE LIMITED LIABILITY ASSUMED BY STALLWATCH UNDER THE AGREEMENT AND SUCH AMOUNTS ARE UNRELATED TO THE VALUE OF CUSTOMER’S PROPERTY OR THE PROPERTY OF OTHERS. IN THE EVENT OF ANY LOSS OR INJURY TO ANY PERSON OR PROPERTY, CUSTOMER AGREES TO INDEMNIFY, DEFEND AND HOLD STALLWATCH HARMLESS FROM AND AGAINST ANY AND ALL SUCH CLAIMS. C. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, STALLWATCH'S MAXIMUM LIABILITY HEREUNDER IS EXPRESSLY LIMITED TO CLAIMS MADE BY CUSTOMER NO LATER THAN 30 DAYS AFTER THE EXPIRATION OF THE TERM AND, AT A MAXIMUM, ALL SUCH CLAIMS MUST NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY CUSTOMER PURSUANT TO THE AGREEMENT. FURTHER, IN NO EVENT SHALL LICENSEE STALLWATCH BE LIABLE FOR, AND CUSTOMER HEREBY WAIVES ANY RIGHT TO DEVELOPER CLAIM, ANY AND ALL SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES. D. THE EQUIPMENT AND MONITORING SERVICES EMPLOY WIRELESS TECHNOLOGY AND MAY FACILITATE TRANSMISSION OF DATA AND/OR VIDEO VIA SATELLITE OR THE INTERNET. BY UTILIZING SUCH EQUIPMENT, CUSTOMER ACKNOWLEDGES THAT ANY AFFILIATE SUCH TRANSMISSIONS ARE NOT GUARANTEED TO BE 100% SECURE AND THAT SUCH TRANSMISSIONS ARE VULNERABLE TO INTERCEPTION OR MANIPULATION BY THIRD PARTIES. THE USE OF DEVELOPER THE EQUIPMENT IS EXPRESSLY AT CUSTOMER’S OWN RISK. CUSTOMER SHALL DEFEND, INDEMNIFY AND HOLD STALLWATCH HARMLESS FROM AND AGAINST ANY LOSS, CLAIM, DAMAGE OR LIABILITY RESULTING FROM THE LOSS, MANIPULATION, INTERFERENCE OR INTERCEPTION OF DATA AND/OR VIDEO TRANSMITTED USING ANY EQUIPMENT OR MONITORING SERVICES. E. THESE LIMITATIONS OF LIABILITY APPLY WHETHER DAMAGES ARE SOUGHT, OR A CLAIM IS MADE, UNDER A CLAIM OF BREACH OF WARRANTY OR CONTRACT, AS A TORT CLAIM (INCLUDING SIMPLE NEGLIGENCE, JOINT NEGLIGENCE, CONTRIBUTORY NEGLIGENCE, GROSS NEGLIGENCE AND STRICT PRODUCT LIABILITY), OR ANY OTHER PERSON FOR (I) ANY INDIRECTCLAIM. FURTHER, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES THE LIMITATIONS OF ANY CHARACTER LIABILITY SET FORTH HEREIN WILL BE EFFECTIVE EVEN IF LICENSEE SHALL STALLWATCH KNEW OR SHOULD HAVE BEEN INFORMED KNOWN OF THE POSSIBILITY OF SUCH DAMAGES; A PARTICULAR LOSS, DAMAGE OR (II) LIABILITY. ANY AMOUNT IN EXCESS OF THE TOTAL AMOUNT PAID WARRANTIES IMPOSED BY LICENSEE TO DEVELOPER UNDER THIS AGREEMENT TWELVE (12) MONTHS PRIOR LAW WHICH MAY NOT BE SO LIMITED, WAIVED OR DISCLAIMED AS SET FORTH HEREIN SHALL INSTEAD BE DEEMED LIMITED, WAIVED OR DISCLAIMED TO THE DATE ON WHICH A CLAIM GIVING RISE TO LIABILITY IS MADE, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2, WHICH CLAIMS SHALL NOT BE SUBJECT TO ANY CAP ON LIABILITY. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION FULLEST EXTENT POSSIBLE WITHIN THE BOUNDS OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENTSUCH LAWS.

Limitations on Liability. THE TOTAL LIABILITY OF NCQA AND THE NCQA PARTIES IN THE AGGREGATE TO USER OR ANY THIRD PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, SOFTWARE AND SERVICES WILL BE LIMITED TO THE MAXIMUM EXTENT PERMISSIBLE PAYMENTS RECEIVED FROM USER UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES THIS AGREEMENT. NCQA AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT OR OTHERWISE, THE NCQA PARTIES SHALL LICENSEE NOT BE LIABLE TO DEVELOPER OR ANY AFFILIATE OF DEVELOPER OR ANY OTHER PERSON FOR (I) ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER EVEN IF LICENSEE TYPE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, SOFTWARE AND/OR SERVICES, WHETHER NCQA AND ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER BASED UPON BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE). NCQA AND THE NCQA PARTIES SHALL HAVE NO LIABILITY FOR ANY DAMAGES RESULTING FROM ALTERATION, DESTRUCTION OR LOSS OF ANY DATA OR INFORMATION INPUT, GENERATED OR OBTAINED FROM ACCESS AND/OR USE OF THE SOFTWARE AND SERVICES, INCLUDING ANY REPORTS OR NUMERIC RESULTS, WHETHER NCQA AND THE NCQA PARTIES HAVE BEEN INFORMED ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (II) ANY AMOUNT . THE LIMITATIONS OF DAMAGES AND LIABILITIES SET FORTH IN EXCESS THIS AGREEMENT ARE FUNDAMENTAL ELEMENTS OF THE TOTAL AMOUNT BASIS OF THE BARGAIN BETWEEN NCQA AND USER, AND THE PRICING FOR THE LICENSE REFLECTS SUCH LIMITATIONS. IF USER IS NOT SATISFIED WITH THE SOFTWARE AND SERVICES, THE ENTIRE LIABILITY OF NCQA AND THE NCQA PARTIES, AND USER’S EXCLUSIVE REMEDY, SHALL BE TO IMMEDIATELY STOP ACCESSING AND USING THE SOFTWARE AND SERVICES AND CONTACTING NCQA WITHIN 60 DAYS OF AGREEING TO THIS AGREEMENT AND REQUESTING A FULL REFUND OF THE FEES PAID BY LICENSEE USER TO DEVELOPER NCQA UNDER THIS AGREEMENT TWELVE (12) MONTHS PRIOR TO AGREEMENT. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE DATE ON WHICH A CLAIM GIVING RISE TO LIABILITY IS MADE, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2, WHICH CLAIMS SHALL NOT BE SUBJECT TO ANY CAP ON LIABILITY. EACH PARTY ACKNOWLEDGES THAT THIS EXCLUSION OR LIMITATION OF LIABILITY REFLECTS FOR DAMAGES (SUCH AS CONSEQUENTIAL OR INCIDENTAL DAMAGES), OR THE EXCLUSION OF IMPLIED WARRANTIES AND LIMITATIONS ON HOW LONG AN INFORMEDIMPLIED WARRANTY MAY LAST, VOLUNTARY ALLOCATION BETWEEN THE PARTIES ABOVE LIMITATIONS MAY NOT APPLY TO USER. NOTWITHSTANDING THE FOREGOING, NCQA WILL INDEMNIFY AND HOLD USER HARMLESS FROM AND AGAINST ANY LIABILITY, JUDGMENTS, CLAIMS, LOSSES AND EXPENSES (INCLUDING ATTORNEYS’ FEES) RESULTING FROM OR RELATED TO A CLAIM BY ANY PARTY CLAIMING DAMAGES FOR INFRINGEMENT OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH COPYRIGHT, TRADE- MARK OR OTHER INTELLECTUAL PROPERTY BASED ON MATERIAL SUPPLIED BY NCQA TO USER UNDER THIS AGREEMENT.

Limitations on Liability. TO 8.1. THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT OR OTHERWISE, RESELLER SHALL LICENSEE NOT BE LIABLE TO DEVELOPER THE CUSTOMER FOR LOSS OF PROFITS, LOSS OF CONTRACTS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, THIRD PARTY CLAIMS, OR ANY AFFILIATE OF DEVELOPER OR ANY OTHER PERSON FOR (I) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER EVEN IF LICENSEE SHALL HAVE BEEN INFORMED LOSSES INCURRED BY THE CUSTOMER, WHETHER OR NOT THE RESELLER HAS ADVANCE NOTICE OF THE POSSIBILITY OF SUCH DAMAGES; LOSSES AND WHETHER OR NOT ARISING FROM NEGLIGENCE, BREACH OF CONTRACT, OR OTHERWISE AND WHETHER OR NOT ANY REMEDY SET FORTH IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE. 8.2. WITHOUT LIMITING THE EFFECT OF SECTION 8.1 OR EXPANDING THE RESELLER’S LIABILITY TO THE CUSTOMER UNDER THIS AGREEMENT, IN ANY EVENT (II) INCLUDING WITHOUT LIMITATION IF ANY AMOUNT EXCLUSION OR OTHER PROVISION CONTAINED IN EXCESS THIS SECTION 8 SHALL BE HELD INEFFECTIVE OR UNENFORCEABLE FOR ANY REASON), THE MAXIMUM AGGREGATE LIABILITY OF THE TOTAL AMOUNT PAID RESELLER WHETHER ARISING FROM NEGLIGENCE, BREACH OF CONTRACT, MISREPRESENTATION OR OTHERWISE SHALL NOT IN ANY CIRCUMSTANCES EXCEED THE LICENSE FEE RECEIVED BY LICENSEE THE RESELLER FROM THE CUSTOMER PURSUANT TO DEVELOPER UNDER THIS AGREEMENT TWELVE (12) MONTHS PRIOR TO FOR THE DATE ON WHICH A CLAIM GIVING RISE TO LIABILITY IS MADE, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2, WHICH CLAIMS SHALL NOT BE SUBJECT TO ANY CAP ON LIABILITY. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST SOFTWARE IN CONNECTION WITH THIS AGREEMENTQUESTION.

Limitations on Liability. 11.1 EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY, EITHER EXPRESS OR IMPLIED, TO THE MAXIMUM EXTENT PERMISSIBLE OTHER PARTY CONCERNING THE FACILITIES AND SERVICES PROVIDED HEREUNDER, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. 11.2 THERE SHALL BE NO LIABILITY FOR DAMAGES, COSTS OR CLAIMS ARISING FROM ANY EVENT THAT PREVENTS A PARTY FROM PERFORMING ITS OBLIGATIONS UNDER APPLICABLE LAWTHIS AGREEMENT IF THAT EVENT IS BEYOND THE REASONABLE CONTROL AND WITHOUT THE FAULT OR NEGLIGENCE OF THE PARTY. WITHOUT DIMINISHING THE GENERALITY OF THE ABOVE, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT OR OTHERWISE, NEITHER PARTY SHALL LICENSEE BE LIABLE FOR ANY DAMAGES, COSTS OR CLAIMS ARISING FROM SERVICES, FACILITIES OR EQUIPMENT NOT FURNISHED BY IT. ANY EVENT BEYOND THE REASONABLE CONTROL AND WITHOUT THE FAULT OR NEGLIGENCE OF A PARTY SHALL CONSTITUTE AN EXCUSABLE DELAY; PROVIDED, HOWEVER, THAT THE AFFECTED PARTY SHALL PROMPTLY NOTIFY THE OTHER PARTY OF THE NATURE OF SUCH DELAY AND ITS ESTIMATED DURATION. IN SUCH EVENT, THE PERFORMANCE OBLIGATIONS OF THE AFFECTED PARTY SHALL BE EXTENDED FOR A PERIOD OF TIME EQUAL TO DEVELOPER OR ANY AFFILIATE THE DURATION OF DEVELOPER OR ANY THE DELAY. IN THE EVENT A DELAY CONTINUES FOR MORE THAN SIXTY (60) DAYS AND SUCH DELAY HAS A MATERIAL ADVERSE IMPACT ON THE OTHER PERSON PARTY, SAID OTHER PARTY MAY, AT ITS OPTION, TERMINATE THIS AGREEMENT WITHOUT FURTHER LIABILITY BY WRITTEN NOTICE TO THE AFFECTED PARTY. 11.3 IN NO EVENT SHALL A PARTY BE LIABLE FOR (I) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER EVEN IF LICENSEE SHALL HAVE BEEN INFORMED (INCLUDING PROFITS) REGARDLESS OF THE POSSIBILITY FORM OF SUCH DAMAGES; ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR (II) ANY AMOUNT IN EXCESS OTHERWISE, ARISING OUT OF THE TOTAL AMOUNT PAID BY LICENSEE TO DEVELOPER UNDER THIS AGREEMENT TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH A CLAIM GIVING RISE TO LIABILITY IS MADE, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2, WHICH CLAIMS SHALL NOT BE SUBJECT TO ANY CAP ON LIABILITY. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION PERFORMANCE OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENT. 11.4 In the event of a full or partial service outage of the Network (Service Outage), Company shall provide Customer with a credit equal to [***]; provided, however, that a Credit shall not be due in conjunction with Service Outages (i) caused by equipment, facilities, or services provided by Customer; (ii) caused by scheduled maintenance or repair activities; or (iii) outage caused by other offnet carriers. A Service Outage shall commence when the Network ceases operation in whole or part and shall end when the Network resumes full operation. 11.5 Except as expressly provided otherwise in this Section 10, each of Company and Customer shall be liable to the other Party for any failure to fully perform its obligations hereunder.

Limitations on Liability. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW10.1 EXCEPT FOR A PARTY’S GROSSLY NEGLIGENT, UNDER OR WILFUL MISCONDUCT, IN NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT OR OTHERWISE, SHALL LICENSEE EVENT WILL SUCH PARTY BE LIABLE TO DEVELOPER OR ANY AFFILIATE OF DEVELOPER OR ANY OTHER PERSON FOR (IA) ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA (INCLUDING ANY CUSTOMER DATA) OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) ANY INDIRECT, SPECIALEXEMPLARY, INCIDENTAL, PUNITIVE PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES OR FOR LOSS OF PROFIT, LOSS OF BUSINESS OR LOSS OF GOODWILL INCURRED BY A PARTY; OR (C) ANY CHARACTER FORCE MAJEURE EVENTS WHICH ARE BEYOND A PARTY’S REASONABLE CONTROL EVEN IF LICENSEE SHALL SUCH PARTY KNEW OR SHOULD HAVE BEEN INFORMED KNOWN OF THE POSSIBILITY OF SUCH DAMAGES; , ARISING OUT OF OR (II) ANY AMOUNT IN EXCESS RELATING TO THE SAAS SERVICES, THE IMPLEMENTATION SERVICES, THE SUPPORT SERVICES, OR THIS AGREEMENT. 10.2 EXCEPT FOR EACH PARTY’S INDEMNIFICATION OBLIGATIONS, CUSTOMER’S PAYMENT OBLIGATIONS HEREUNDER, OR FOR A PARTY’S VIOLATION OF THE TOTAL AMOUNT OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THE SAAS SERVICES, THE IMPLEMENTATION SERVICES, THE SUPPORT SERVICES, OR THIS AGREEMENT, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR OTHERWISE, THAT EXCEED THE AMOUNTS ACTUALLY PAID BY LICENSEE CUSTOMER TO DEVELOPER UNDER THIS AGREEMENT TWELVE (12) SUDOZI FOR THE SAAS SERVICES DURING THE 12 MONTHS PRIOR TO IMMEDIATELY PRECEDING THE DATE ON WHICH A CLAIM EVENT GIVING RISE TO THE FIRST CLAIM UNDER THIS AGREEMENT. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION. NOTHING IN THIS AGREEMENT WILL LIMIT A PARTY’S LIABILITY IS MADE, EXCEPT WITH RESPECT TO DEVELOPERFOR DEATH OR BODILY INJURY CAUSED BY SUCH PARTY’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2, WHICH CLAIMS SHALL NOT BE SUBJECT TO ANY CAP ON LIABILITYNEGLIGENCE OR A PARTY’S LIABILITY FOR FRAUD. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES ACKNOWLEDGE THAT THE TERMS OF THIS SECTION 10 REFLECT THE RISKS (KNOWN ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THE PARTIES WOULD NOT ENTER INTO THIS AGREEMENTAGREEMENT WITHOUT THESE LIMITATIONS OF LIABILITY.

Limitations on Liability. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW8.1 EXCEPT FOR CLAIMS ARISING OUT OF (a) BREACH OF CONFIDENTIALITY; (b) BREACH OF ABB INTELLECTUAL PROPERTY RIGHTS; OR (c) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT OR OTHERWISE, NEITHER PARTY SHALL LICENSEE BE LIABLE TO DEVELOPER OR IN ANY AFFILIATE OF DEVELOPER OR ANY OTHER PERSON AMOUNT FOR (I) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES, LOSS OF GOODWILL OR BUSINESS PROFITS, WORK STOPPAGE, DATA LOSS, COMPUTER FAILURE OR MALFUNCTION, OR EXEMPLARY OR PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER DAMAGES, HOWEVER ARISING, EVEN IF LICENSEE SHALL HAVE IT HAS BEEN INFORMED ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 8.2 EXCEPT FOR CLAIMS ARISING OUT OF (a) BREACH OF CONFIDENTIALITY; OR (IIb) ANY BREACH OF ABB INTELLECTUAL PROPERTY RIGHTS; OR (c) THE PARTIES’ INDEMNIFICATION OBLIGATIONS IN CLAUSE 8.1, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE FOR AN AMOUNT OF DAMAGES IN EXCESS OF THE TOTAL AMOUNT FEES PAID OR PAYABLE BY LICENSEE SUBSCRIBER TO DEVELOPER UNDER THIS AGREEMENT ABB FOR THE ABB SERVICES TO WHICH THE CLAIM RELATES IN THE TWELVE (12) MONTHS PRIOR TO PRECEDING THE DATE ON FIRST INCIDENT OUT OF WHICH A CLAIM GIVING RISE TO THE LIABILITY IS MADE, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2, WHICH CLAIMS SHALL NOT BE SUBJECT TO ANY CAP ON LIABILITY. AROSE. 8.3 EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION THE FEES REFLECT THE ALLOCATION OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION RISK BETWEEN THE PARTIES OF AND THAT ABB WOULD NOT ENTER INTO THIS AGREEMENT OR APPLICABLE ORDER FORM OR SOW WITHOUT THESE LIMITATIONS ON ITS LIABILITY. NOTWITHSTANDING THE RISKS (KNOWN FOREGOING, SECTIONS 8.1 AND UNKNOWN) 8.2 SHALL NOT APPLY TO LIABILITIES THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENTCANNOT BE LIMITED BY LAW.

Limitations on Liability. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER PERMITTED BY APPLICABLE LAW, SUPPLIER, ITS AFFILIATES, AND ANY LICENSORS, AGENTS, SUPPLIERS AND DISTRIBUTORS THEREOF, INCLUDING WITHOUT LIMITATION ANY CONTENT PROVIDERS, DISCLAIM ALL LIABILITY FOR, AND UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT OR OTHERWISE, SHALL LICENSEE BE LIABLE TO DEVELOPER OR ANY AFFILIATE OF DEVELOPER YOU OR ANY OTHER PERSON FOR OR ENTITY FOR, ACTUAL OR ALLEGED DAMAGES OF ANY KIND OR CHARACTER (I) ANY INDIRECT, INCLUDING WITHOUT LIMITATION SPECIAL, INCIDENTALINDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES DAMAGES), WHETHER IN CONTRACT, TORT OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, LOSS OF GOODWILL, COMPUTER FAILURE OR MALFUNCTION, LOSS OF DATA, LOSS OF PROFIT, LOSS OF USE, STOPPAGE OR INTERRUPTION OF BUSINESS, BREACH OF ANY CHARACTER EVEN IF LICENSEE SHALL HAVE BEEN INFORMED TRADEMARKS, TRADE NAMES, TRADE SECRETS, COPYRIGHTS OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTIES, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES OF ANY KIND, ARISING OUT OF OR RELATING TO THE USE OR PERFORMANCE OR NON-PERFORMANCE OF THE POSSIBILITY SOFTWARE AND/OR RELATED PRODUCTS AND SERVICES (INCLUDING, WITHOUT LIMITATION, THE RETRIEVAL AND DOWNLOADING OF SUCH DAMAGES; CONTENT OR (II) OTHER INFORMATION BY THE SOFTWARE OR ANY AMOUNT DECISION MADE OR ACTION TAKEN BY YOU IN EXCESS OF THE TOTAL AMOUNT PAID BY LICENSEE TO DEVELOPER UNDER THIS AGREEMENT TWELVE (12) MONTHS PRIOR RELIANCE THEREON). NOTWITHSTANDING ANYTHING TO THE DATE ON WHICH A CLAIM GIVING RISE TO LIABILITY IS MADE, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2, WHICH CLAIMS SHALL NOT BE SUBJECT TO ANY CAP ON LIABILITY. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST CONTRARY SET FORTH IN CONNECTION WITH THIS AGREEMENT.THIS

Limitations on Liability. (a) SUBJECT TO SECTION 7.02, THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAWLIABILITIES OF EACH PROVIDER AND ITS SUBSIDIARIES AND THEIR RESPECTIVE REPRESENTATIVES, COLLECTIVELY, UNDER NO CIRCUMSTANCES AND THIS AGREEMENT FOR ANY ACT OR FAILURE TO ACT IN CONNECTION HEREWITH (INCLUDING THE PERFORMANCE OR BREACH OF THIS AGREEMENT), OR FROM THE SALE, DELIVERY, PROVISION OR USE OF ANY SERVICES PROVIDED UNDER NO LEGAL THEORYOR CONTEMPLATED BY THIS AGREEMENT, WHETHER IN TORTCONTRACT, CONTRACT TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, SHALL LICENSEE NOT EXCEED SUCH PROVIDER’S PROFITS FOR PERFORMING SERVICES HEREUNDER, WHICH SHALL BE DEEMED TO BE EQUAL TO THE AMOUNT OF THE XXXX-UP RECEIVED BY SUCH PROVIDER DURING THE PREVIOUS TWELVE (12) MONTH PERIOD. (b) IN NO EVENT SHALL ANY PARTY, ITS SUBSIDIARIES OR THEIR RESPECTIVE REPRESENTATIVES BE LIABLE TO DEVELOPER OR ANY AFFILIATE OF DEVELOPER OR ANY OTHER PERSON PARTY FOR (I) ANY INDIRECT, SPECIALEXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THE PERFORMANCE OF ANY CHARACTER THIS AGREEMENT, EVEN IF LICENSEE SHALL HAVE THE PARTY HAS BEEN INFORMED ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (II) ANY AMOUNT IN EXCESS OF THE TOTAL AMOUNT PAID BY LICENSEE TO DEVELOPER UNDER THIS AGREEMENT TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH A CLAIM GIVING RISE TO LIABILITY IS MADE, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2, WHICH CLAIMS SHALL NOT BE SUBJECT TO ANY CAP ON LIABILITY. AND EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION HEREBY WAIVES ON BEHALF OF LIABILITY REFLECTS AN INFORMEDITSELF, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS ITS SUBSIDIARIES AND ITS REPRESENTATIVES ANY CLAIM FOR SUCH DAMAGES, INCLUDING ANY CLAIM FOR PROPERTY DAMAGE OR LOST PROFITS, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE. (KNOWN AND UNKNOWNc) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENTThe foregoing limitations on Liability in this Section 7.01 shall not apply to any Party’s Liability for breaches of confidentiality under Article VI or any Party’s obligations under Section 7.03. (d) The limitations in Section 7.01(a) and Section 7.01(b) shall not apply in respect of any Liability arising out of or in connection with the gross negligence, willful misconduct, or fraud of or by the Party to be charged.

Limitations on Liability. TO IN NO EVENT WILL (i) EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, RELIANCE OR OTHER SIMILAR DAMAGES ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT, THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAWONLINE SYSTEM, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT THE SITE OR OTHERWISE, SHALL LICENSEE ANY SERVICES HEREUNDER; OR (ii) EITHER PARTY BE LIABLE TO DEVELOPER THE OTHER PARTY FOR DAMAGES FOR BREACH OF THIS AGREEMENT IN EXCESS OF THE AMOUNTS PAID OR ANY AFFILIATE PAYABLE BY INSURER TO AFS UNDER THIS AGREEMENT DURING THE EIGHTEEN (18) MONTHS PRIOR TO THE OCCURRENCE OF DEVELOPER OR ANY OTHER PERSON FOR (I) ANY INDIRECTTHE EVENTS GIVING RISE TO SUCH DAMAGES, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER EVEN IF LICENSEE SUCH PARTY SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES; . THE FOREGOING WAIVERS AND LIMITATIONS OF DAMAGES SHALL NOT APPLY TO (i) THE LIMITED EXTENT THAT APPLICABLE LAW PROHIBITS ANY SUCH LIMITATION, (ii) DAMAGES CAUSED BY WILLFUL MISCONDUCT, (iii) DAMAGES OR (II) ANY AMOUNT LIABILITY RELATING TO A PARTY’S INDEMNITY OBLIGATIONS HEREUNDER, OR ARISING FROM A BREACH OF A PARTIES CONFIDENTIALITY OBLIGATIONS UNDER SECTION 7THE PARTIES ACKNOWLEDGE THAT THE WAIVERS AND LIMITATIONS OF THIS SECTION 5 CONSTITUTE AN ALLOCATION OF RISK THAT IS REFLECTED IN EXCESS THE PRICE PAID FOR THE PRODUCTS AND SERVICES PROVIDED. THE WAIVERS AND LIMITATIONS OF LIABILITY PROVIDED IN THIS SECTION 5 ARE A FUNDAMENTAL BASIS OF THE TOTAL AMOUNT PAID BY LICENSEE TO DEVELOPER UNDER THIS AGREEMENT TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH A CLAIM GIVING RISE TO LIABILITY IS MADEBARGAIN. Nothing in this Agreement is intended to create rights in or for the benefit of any Authorized User or other third party, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2the indemnifications of each party herein being intended to benefit only the other party hereto, WHICH CLAIMS SHALL NOT BE SUBJECT TO ANY CAP ON LIABILITY. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENTand such other party’s respective successors and permitted assigns.

Limitations on Liability. 1. Vadoo's ENTIRE LIABILITY AND CUSTOMER'S EXCLUSIVE REMEDY IN CONNECTION TO USE OF THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAWAPI AND THE SERVICES AND IMPLEMENTATION OF THE API IN CUSTOMER'S SYSTEM IS TO DISCONTINUE SUCH USE AND IMPLEMENTATION. Vadoo AND ITS AFFILIATES, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORYOR THEIR RESPECTIVE DIRECTORS, WHETHER IN TORTOFFICERS, CONTRACT EMPLOYEES, SERVANTS OR OTHERWISE, AGENTS SHALL LICENSEE NOT BE LIABLE TO DEVELOPER OR FOR ANY AFFILIATE OF DEVELOPER OR ANY OTHER PERSON FOR (I) ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE CONSEQUENTIAL OR EXEMPLARY DAMAGE ARISING FROM USE OR INTEGRATION OF THE SERVICES AND/OR THEAPI OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO USE WITH Vadoo'S API AND/OR SERVICES. THESE EXCLUSIONS FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES INCLUDE, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY CHARACTER OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF LICENSEE SHALL HAVE Vadoo HAD BEEN INFORMED ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (II) ANY AMOUNT IN EXCESS THEREOF AND REGARDLESS OF THE TOTAL AMOUNT PAID BY LICENSEE TO DEVELOPER UNDER THIS AGREEMENT TWELVE (12) MONTHS PRIOR LEGAL OR EQUITABLE THEORY UPON WHICH THE CLAIM IS BASED. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH JURISDICTIONS, Vadoo'S LIABILITY SHALL BE LIMITED TO THE DATE EXTENT PERMITTED BY LAW. CUSTOMER HEREBY ACKNOWLEDGES AND AGREES THAT WITHOUT THE FOREGOING EXCLUSIONS AND LIMITATIONS OF LIABILITY, Vadoo WOULD NOT BE ABLE TO OFFER THE SERVICES AND/OR THE APU NOR GRANT CUSTOMER THE LICENSE. 2. WITHOUT DEROGATING FROM THE AFORESAID, THE COMPANY SHALL NOT BE RESPONSIBLE NOR LIABLE IN ANY WAY TO ANY LOSS, LIABILITY, DAMAGE OR EXPENSE RESULTING OR RELATING TO ANY ACTIVITY, COMMUNICATION, OR TRANSMISSION PERFORMED BY USERS VIA CUSTOMER'S SYSTEM, OR TO USERS' RELIANCE ON WHICH A CLAIM GIVING RISE TO LIABILITY IS MADEANY SUCH COMMUNICATION OR ACTIVITY, AND CUSTOMER SHALL HAVE NO CLAIM, RIGHT OR DEMAND WITH RESPECT THERETO. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS FRAUD, MALICIOUS ACTS OR GROSS NEGLIGENCE BY THE COMPANY, THE COMPANY'S ENTIRE LIABILITY UNDER SECTION 6.2.2, WHICH CLAIMS THIS AGREEMENT (INCLUDING ANY ORDER FORM) SHALL NOT BE SUBJECT EXCEED THE AMOUNT ACTUALLY PAID TO ANY CAP ON LIABILITY. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH COMPANY UNDER THIS AGREEMENT.

Limitations on Liability. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW32.4.1 EXCEPT AS EXPRESSLY SET FORTH IN SECTIONS 6.5, UNDER 17, AND 20, IN NO CIRCUMSTANCES EVENT SHALL EITHER PARTY OR ANY OF ITS AFFILIATES BE LIABLE FOR INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF PROFITS OR BUSINESS INTERRUPTION, HOWEVER CAUSED AND UNDER NO LEGAL THEORYON ANY THEORY OF LIABILITY, WHETHER IN TORTCONTRACT, CONTRACT STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE, IN CONNECTION WITH OR ARISING IN ANY WAY OUT OF THE TERMS OF THIS AGREEMENT OR THE PERFORMANCE HEREOF, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 32.4.2 NOTWITHSTANDING ANYTHING SET FORTH HEREIN AND EXCEPT IN THE EVENT OF FRAUD, MATERIAL MISREPRESENTATION, OR CRIMINAL ACTIVITY: (A) LANDLORD SHALL LICENSEE NOT BE LIABLE TO DEVELOPER OR ANY AFFILIATE OF DEVELOPER TENANT OR ANY OTHER PERSON FOR (IAND TENANT AND EACH SUCH OTHER PERSON ASSUME ALL RISK OF) ANY INDIRECTLOSS, SPECIALDAMAGE OR INJURY, INCIDENTAL, PUNITIVE WHETHER ACTUAL OR CONSEQUENTIAL DAMAGES TO: TENANT’S PERSONAL PROPERTY OF EVERY KIND AND DESCRIPTION, INCLUDING, WITHOUT LIMITATION TRADE FIXTURES, EQUIPMENT, INVENTORY, SCIENTIFIC RESEARCH, SCIENTIFIC EXPERIMENTS, LABORATORY ANIMALS, WORK PRODUCT, LABORATORY WORK, SPECIMENS, SAMPLES, DATA, AND/OR SCIENTIFIC, BUSINESS, ACCOUNTING AND OTHER RECORDS OF EVERY KIND AND DESCRIPTION KEPT AT THE PREMISES AND ANY CHARACTER EVEN IF LICENSEE AND ALL INCOME DERIVED OR DERIVABLE THEREFROM; (B) THERE SHALL HAVE BEEN INFORMED OF BE NO PERSONAL RECOURSE TO LANDLORD FOR ANY ACT OR OCCURRENCE IN, ON OR ABOUT THE POSSIBILITY OF SUCH DAMAGES; PREMISES OR (II) ARISING IN ANY AMOUNT IN EXCESS OF THE TOTAL AMOUNT PAID BY LICENSEE TO DEVELOPER WAY UNDER THIS LEASE OR ANY OTHER AGREEMENT TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH A CLAIM GIVING RISE TO LIABILITY IS MADE, EXCEPT BETWEEN LANDLORD AND TENANT WITH RESPECT TO DEVELOPERTHE SUBJECT MATTER HEREOF AND ANY LIABILITY OF LANDLORD HEREUNDER SHALL BE STRICTLY LIMITED SOLELY TO LANDLORD’S INDEMNIFICATION OBLIGATION INTEREST IN THE PREMISES OR ANY PROCEEDS FROM SALE OR CONDEMNATION THEREOF, ANY INSURANCE PROCEEDS PAYABLE IN RESPECT OF LANDLORD’S INTEREST IN THE PREMISES OR IN CONNECTION WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2, WHICH CLAIMS SHALL NOT BE SUBJECT TO ANY CAP ON LIABILITY. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION SUCH LOSS AND BASE RENT COLLECTED BY LANDLORD FROM AND AFTER ANY JUDICIAL ADJUDICATION OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES IN FAVOR OF THE RISKS TENANT AGAINST LANDLORD; AND (KNOWN AND UNKNOWNC) THAT MAY EXIST IN NO EVENT SHALL ANY PERSONAL LIABILITY BE ASSERTED AGAINST LANDLORD IN CONNECTION WITH THIS AGREEMENTLEASE NOR SHALL ANY RECOURSE BE HAD TO ANY OTHER PROPERTY OR ASSETS OF LANDLORD OR ANY OF LANDLORD’S OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR CONTRACTORS. UNDER NO CIRCUMSTANCES SHALL LANDLORD OR ANY OF LANDLORD’S OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR CONTRACTORS BE LIABLE FOR INJURY TO TENANT’S BUSINESS OR FOR ANY LOSS OF INCOME OR PROFIT THEREFROM.

Limitations on Liability. EXCEPT IN THE EVENT OF A PARTY’S BREACH OF ITS OBLIGATIONS IN, OR LIABILITY UNDER, SECTIONS 5.1, 5.3, 5.4, OR 5.5, AMOUNTS INCURRED IN PERFORMANCE OF, OR AMOUNTS PAID OR REQUIRED TO BE PAID TO THIRD PARTIES UNDER, THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAWINDEMNIFICATION OBLIGATIONS HEREUNDER, UNDER AND FRAUD (AS DEFINED IN THE APA): (A) IN NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT EVENT WILL RECIPIENT OR OTHERWISE, SHALL LICENSEE ANY OF ITS AFFILIATES OR PROVIDER OR ANY OF ITS AFFILIATES BE LIABLE TO DEVELOPER OR FOR ANY AFFILIATE LOSS OF DEVELOPER OR ANY OTHER PERSON FOR (I) ANY PROFIT, INDIRECT, INCIDENTAL, SPECIAL, INCIDENTALPUNITIVE, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT AND (B) IN NO EVENT WILL THE AGGREGATE LIABILITY OF RECIPIENT OR ANY CHARACTER EVEN IF LICENSEE SHALL HAVE BEEN INFORMED OF ITS AFFILIATES OR THE POSSIBILITY AGGREGATE LIABILITY OF SUCH DAMAGES; PROVIDER OR (II) ANY AMOUNT IN EXCESS OF ITS AFFILIATES ARISING FROM OR RELATING TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT FEES PAID OR PAYABLE BY LICENSEE RECIPIENT TO DEVELOPER PROVIDER UNDER THIS AGREEMENT TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH A CLAIM GIVING RISE TO LIABILITY IS MADE, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2, WHICH CLAIMS SHALL NOT BE SUBJECT TO ANY CAP ON LIABILITYAGREEMENT. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION THE LIMITATIONS OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY CONTAINED IN THIS SECTION 8 REFLECT THE ALLOCATION BETWEEN OF RISK SET FORTH IN THIS AGREEMENT AND THAT THE PARTIES OTHER PARTY WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON LIABILITY. WITHOUT LIMITING ANY OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST EXPRESS OBLIGATIONS OR COMMITMENTS IN CONNECTION WITH THIS AGREEMENT, EXCEPT IN EACH CASE AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR THE APA, NEITHER PROVIDER, RECIPIENT, NOR THEIR RESPECTIVE AFFILIATES MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WITH RESPECT TO THE SERVICES OR THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR USE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, TIMELINESS, COMPLETENESS OR THE RESULTS TO BE OBTAINED FROM SUCH SERVICES.

Limitations on Liability. TO IN NO EVENT SHALL THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT OR OTHERWISE, SHALL LICENSEE COMMZOOM GROUP BE LIABLE TO DEVELOPER OR ANY AFFILIATE OF DEVELOPER OR ANY OTHER PERSON FOR (I) ANY INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTALCONSEQUENTIAL OR SIMILAR DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, PUNITIVE THE EQUIPMENT, THE SERVICES, OR CONSEQUENTIAL DAMAGES YOUR USE OF ANY CHARACTER EVEN IF LICENSEE SHALL HAVE BEEN INFORMED OR INABILITY TO USE THE FOREGOING, INCLUDING LOST BUSINESS OR PROFITS, BUSINESS INTERRUPTION OR DOWNTIME, LOSS OF INFORMATION OR DATA, OR COST OF PROCUREMENT OF SUBSTITUTE OR REPLACEMENT GOODS OR SERVICES. THE TOTAL CUMULATIVE LIABILITY OF THE POSSIBILITY COMMZOOM GROUP ARISING OUT OF AND RELATED TO THIS AGREEMENT, THE EQUIPMENT, THE SERVICES, AND YOUR USE OF OR INABILITY TO USE THE FOREGOING SHALL NOT, REGARDLESS OF THE NUMBER OF INCIDENTS OR CAUSES GIVING RISE TO ANY SUCH DAMAGESLIABILITY, EXCEED THE LESSER OF: (A) THE FEES PAID BY CUSTOMER TO COMMZOOM IN RESPECT OF THE EQUIPMENT AND SERVICES GIVING RISE TO THE CLAIM(S); OR (IIB) ANY AMOUNT IN EXCESS OF THE TOTAL AMOUNT FEES PAID BY LICENSEE CUSTOMER TO DEVELOPER COMMZOOM UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE DATE ACCRUAL OF THE FIRST SUCH CLAIM. THE LIMITATIONS ON WHICH A CLAIM GIVING RISE LIABILITY IN THIS SECTION SHALL APPLY TO LIABILITY IS MADETHE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2, WHICH CLAIMS SHALL NOT BE SUBJECT TO ANY CAP ON LIABILITY. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION REGARDLESS OF THE CAUSE OF ACTION OR BASIS OF LIABILITY REFLECTS AN INFORMED(WHETHER IN CONTRACT, VOLUNTARY ALLOCATION BETWEEN THE PARTIES TORT, STRICT LIABILITY, INDEMNITY OR OTHERWISE), EVEN IF ADVISED OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ON LIABILITY ARE AN ESSENTIAL PART OF THIS AGREEMENT, AND SHALL BE VALID AND BINDING EVEN IF ANY REMEDY IS DEEMED TO FAIL OF ITS ESSENTIAL PURPOSE.

Limitations on Liability. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE ALLOWED BY LAW, OUR LIABILITY FOR MONETARY DAMAGES FOR ANY CLAIMS THAT YOU MAY HAVE AGAINST US IS LIMITED THE ENROLLMENT FEES, IF ANY, YOU PAID TO US FOR YOUR ENROLLMENT IN CAR-ON-DEMAND OR CAR-ON-DEMAND SERVICES. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORYARE WE LIABLE FOR ANY INCIDENTAL, WHETHER CONSEQUENTIAL, PUNITIVE, MULTIPLE, OR SPECIAL DAMAGES OF ANY NATURE WHATSOEVER NOR LOST PROFITS, LOSS OF BUSINESS, LOSS OF USE, LOSS OF REPUTATION OR COST OF REPLACEMENT PRODUCTS OR SERVICES, IN TORTEACH CASE ARISING OUT OF OR RELATED TO THIS AGREEMENT, CONTRACT ANY CAR-ON-DEMAND SERVICE, OR OTHERWISETHE CAR-ON-DEMAND PLATFORM. WE ARE NOT LIABLE FOR ANY CLAIMS THAT YOU MAY HAVE ARISING OUT OF ANY CAR-ON-DEMAND SERVICE, SHALL LICENSEE BE LIABLE TO DEVELOPER OR ANY AFFILIATE OF DEVELOPER SUBSCRIBED VEHICLE, OR ANY OTHER PERSON AGREEMENT, INCLUDING BUT NOT LIMITED TO (A) ANY LOSS OF, OR DAMAGE TO, ANY GOODS IN OR ON ANY SUBSCRIBED VEHICLE, (B) FOR ANY PERSONAL INJURY OR DEATH IN RELATION TO YOU OR ANY THIRD PARTY ARISING FROM ANY USE OF A SUBSCRIBED VEHICLE OR ANY DEALER SERVICE, (C) LOSS OR DAMAGE INCURRED BY YOU AS A RESULT OF ANY CLAIMS MADE BY A THIRD PARTY, AND (D) LOSS OR DAMAGE INCURRED BY YOU ARISING FROM OR IN RELATION TO EITHER (I) ANY INDIRECTTHE RESERVATION, SPECIALSUPPLY, INCIDENTALOPERATION OR USE OF A SUBSCRIBED VEHICLE OR CAR-ON-DEMAND SERVICE, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER EVEN IF LICENSEE SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES; OR (II) ANY AMOUNT IN EXCESS OF THE TOTAL AMOUNT PAID BY LICENSEE TO DEVELOPER UNDER THIS AGREEMENT TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH A CLAIM GIVING RISE TO LIABILITY IS MADE, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2, WHICH CLAIMS SHALL NOT BE SUBJECT TO ANY CAP ON LIABILITY. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENT.OR

Limitations on Liability. TO (a) EXCEPT FOR (i) BREACHES OF SECTIONS 2(f), 2(n), OR 3(a), AND (ii) THE MAXIMUM EXTENT PERMISSIBLE INDEMNITY OBLIGATIONS UNDER APPLICABLE LAWSECTIONS 7 AND EXHIBIT E, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT OR OTHERWISE, SHALL LICENSEE WILL EITHER PARTY BE LIABLE TO DEVELOPER THE OTHER PARTY FOR LOST PROFITS OR ANY AFFILIATE OF DEVELOPER OR ANY OTHER PERSON FOR (I) ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL EXEMPLARY DAMAGES ARISING FROM THE SUBJECT MATTER OF ANY CHARACTER THIS AGREEMENT, REGARDLESS OF THE TYPE OF CLAIM AND EVEN IF LICENSEE SHALL HAVE THAT PARTY HAS BEEN INFORMED ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; , SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE, LOST DATA, OR ANTICIPATED PROFITS OR LOST BUSINESS. (IIb) ANY AMOUNT IN EXCESS THE MAXIMUM AGGREGATE LIABILITY OF T-MOBILE AND THE TOTAL AMOUNT PAID BY LICENSEE EXCLUSIVE REMEDY AVAILABLE TO DEVELOPER UNDER THIS AGREEMENT TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH A CLAIM GIVING RISE TO LIABILITY IS MADE, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2, WHICH CLAIMS SHALL NOT BE SUBJECT TO ANY CAP ON LIABILITY. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST COMPANY IN CONNECTION WITH THE AGREEMENT FOR ANY AND ALL DAMAGES, INJURY, LOSSES ARISING FROM ANY AND ALL CLAIMS AND/OR CAUSES OF ACTION ARISING OUT OF OR IN CONNECTION WITH THE GATEWAY PROGRAM, GATEWAY AGGREGATOR, PROGRAM OR THIS AGREEMENT (EXCEPTING ONLY T-MOBILE’S OBLIGATIONS UNDER SECTION 7), SHALL BE TO RECOVER THE ACTUAL DAMAGES COMPANY INCURRED UP TO THE AMOUNT OF THE MESSAGE FEES AND OTHER AMOUNTS PAID BY COMPANY TO T-MOBILE IN CONNECTION WITH THE SERVICES UNDER THIS AGREEMENT. THE EXISTENCE OF MULTIPLE CLAIMS OR SUITS UNDER OR RELATED TO THIS AGREEMENT WILL NOT ENLARGE OR EXTEND THE LIMITATION OF MONEY DAMAGES. (c) THE LIMITATIONS SET FORTH IN THE PRECEDING TWO PARAGRAPHS ARE INDEPENDENT OF EACH OTHER AND BOTH THE LIMITATION OF DAMAGES AND LIMITATION OF REMEDY SET FORTH ABOVE WILL SURVIVE ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY OR ALL PARTS OF THE LIMITED REMEDY SET FORTH IN THE PARAGRAPH IMMEDIATELY ABOVE.

Limitations on Liability. Hire by Trust is not liable for (1) any Content posted on Our Services; (2) contracts or other obligations that may arise between Users; (3) any damages that result through Your use of Our Services; (4) any negative or critical comments that may be posted by other Users through the Services; or (5) any of the Third Party Service(s) You may be provided pursuant to Your use of the Services. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE PERMITTED BY LAW, UNDER YOU UNDERSTAND AND AGREE THAT IN NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT OR OTHERWISE, EVENT SHALL LICENSEE HIRE BY TRUST BE LIABLE TO DEVELOPER OR ANY AFFILIATE OF DEVELOPER OR ANY OTHER PERSON FOR (I) ANY INDIRECT, INCIDENTAL, SPECIAL, INCIDENTALEXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF ANY CHARACTER EVEN IF LICENSEE SHALL HAVE OR IN CONNECTION WITH THE SITE AND/OR SERVICE, WHETHER OR NOT HIRE BY TRUST HAS BEEN INFORMED ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; , OR (II) FOR ANY AMOUNT IN EXCESS DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF THE TOTAL AMOUNT PAID BY LICENSEE TO DEVELOPER UNDER THIS AGREEMENT TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH A CLAIM GIVING RISE TO LIABILITY IS MADE, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2, WHICH CLAIMS SHALL NOT BE SUBJECT TO ANY CAP ON LIABILITY. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST OR IN CONNECTION WITH THIS AGREEMENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SITE OR SERVICE, ON ANY THEORY OF LIABILITY (INCLUDING CONTRACT, TORT INCLUDING NEGLIGENCE, OR HOWSOEVER OTHERWISE) ARISING OUT OF, IN CONNECTION WITH, OR RESULTING FROM (1) THE USE OR INABILITY TO USE THE SERVICES; (2) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; OR (3) ANY OTHER MATTER RELATED TO THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES WILL HIRE BY TRUST BE LIABLE TO A USER, REGARDLESS OF WHETHER THE CLAIM IS BASED IN CONTRACT, TORT INCLUDING NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, FOR MORE THAN THE GREATER OF (1) THE TOTAL AMOUNT PAYABLE BY THE USER TO HIRE BY TRUST FOR THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE THE CAUSE OF ACTION FIRST AROSE, OR (2) $100. Our licensors and service providers will have no liability of any kind under this Agreement. You may not bring any claim under this Agreement more than twelve (12) months after the cause of action arises.

Limitations on Liability. TO (a) THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAWLIABILITIES OF EACH PARTY AND ITS SUBSIDIARIES AND THEIR RESPECTIVE REPRESENTATIVES, COLLECTIVELY, UNDER NO CIRCUMSTANCES AND THIS AGREEMENT FOR ANY ACT OR FAILURE TO ACT IN CONNECTION HEREWITH (INCLUDING THE PERFORMANCE OR BREACH OF THIS AGREEMENT), OR FROM THE SALE, DELIVERY, PROVISION OR USE OF ANY SERVICES PROVIDED UNDER NO LEGAL THEORYOR CONTEMPLATED BY THIS AGREEMENT, WHETHER IN TORTCONTRACT, CONTRACT TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, SHALL LICENSEE NOT EXCEED SUCH PARTY’S PROFITS FOR PERFORMING SERVICES HEREUNDER, WHICH SHALL BE DEEMED TO BE EQUAL TO THE AMOUNT OF THE XXXX-UP RECEIVED BY SUCH PARTY DURING THE PREVIOUS TWELVE (12) MONTH PERIOD, AS SUCH AMOUNT IS SPECIFIED IN SCHEDULE D AND AS MAY BE ADJUSTED PURSUANT TO THE TERMS OF SCHEDULE D. (b) IN NO EVENT SHALL EITHER PARTY, ITS SUBSIDIARIES OR ITS REPRESENTATIVES BE LIABLE TO DEVELOPER OR ANY AFFILIATE OF DEVELOPER OR ANY THE OTHER PERSON PARTY FOR (I) ANY INDIRECT, SPECIALEXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THE PERFORMANCE OF ANY CHARACTER THIS AGREEMENT, EVEN IF LICENSEE SHALL HAVE THE PARTY HAS BEEN INFORMED ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (II) ANY AMOUNT IN EXCESS OF THE TOTAL AMOUNT PAID BY LICENSEE TO DEVELOPER UNDER THIS AGREEMENT TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH A CLAIM GIVING RISE TO LIABILITY IS MADE, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2, WHICH CLAIMS SHALL NOT BE SUBJECT TO ANY CAP ON LIABILITY. AND EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION HEREBY WAIVES ON BEHALF OF LIABILITY REFLECTS AN INFORMEDITSELF AND ITS SUBSIDIARIES ANY CLAIM FOR SUCH DAMAGES, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS INCLUDING ANY CLAIM FOR PROPERTY DAMAGE OR LOST PROFITS, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE. (KNOWN AND UNKNOWNc) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENTThe foregoing limitations on Liability in this Section 7.02 shall not apply to either Party’s Liability for breaches of confidentiality under ARTICLE VI (Confidentiality). (d) The limitations in Section 7.02(a) and Section 7.02(b) shall not apply in respect of any Liability arising out of or in connection with the gross negligence, willful misconduct, or fraud of or by the Party to be charged.

Limitations on Liability. TO THE MAXIMUM GREATEST EXTENT PERMISSIBLE UNDER PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES LICENSOR, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT OR OTHERWISE, REPRESENTATIVES SHALL LICENSEE NOT BE LIABLE TO DEVELOPER CUSTOMER OR TO ANY AFFILIATE OF DEVELOPER OR THIRD PARTY FOR ANY OTHER PERSON FOR (I) ANY SPECIAL, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER KIND OR NATURE WHATSOEVER (INCLUDING IN RESPECT OF LOST PROFIT OR REVENUE OR OPPORTUNITY, EXPECTED SAVINGS OR ANY OTHER ECONOMIC CONSEQUENTIAL LOSS OR DAMAGE) OR ANY LOSS OF, OR DAMAGE TO, DATA, EVEN IF LICENSEE SHALL HAVE SUCH DAMAGES ARE FORESEEABLE OR LICENSOR HAS BEEN INFORMED ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (II) . IN THE EVENT LICENSOR IS FOUND TO BE LIABLE TO CUSTOMER FOR ANY AMOUNT IN EXCESS OF THE TOTAL AMOUNT PAID BY LICENSEE TO DEVELOPER UNDER THIS AGREEMENT TWELVE (12) MONTHS PRIOR REASON, LICENSOR’S AND ITS OFFICERS,’ DIRECTORS’, EMPLOYEES’ AND REPRESENTATIVES’ LIABILITY SHALL BE LIMITED TO THE DATE ON WHICH A CLAIM GIVING RISE TO LIABILITY IS MADE, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2, WHICH CLAIMS ACTUAL DIRECT DAMAGES SUFFERED BY CUSTOMER AND SHALL NOT BE SUBJECT EXCEED IN THE AGGREGATE THE SUM OF ONE THOUSAND CANADIAN DOLLARS. The foregoing limitations and exclusions of liability shall apply in respect of any expense, damage, loss, injury, or liability of any kind, regardless of the form of action or theory of liability (including for breach of contract, tort, negligence, strict liability, by statute or otherwise) and shall survive a fundamental breach or breaches or the failure of the essential purpose of this Beta Agreement or of any remedy contained herein. THE LIMITATIONS OF LIABILITY ABOVE REPRESENT THE INHERENT RISKS ASSOCIATED WITH BETA PLATFORMS AND THE FACT THAT THE SERVICES AND BETA TERMINAL SOFTWARE ARE BEING PROVIDED AT NO COST TO ANY CAP ON LIABILITYTHE CUSTOMER. EACH PARTY CUSTOMER ACKNOWLEDGES AND AGREES THAT THIS THE DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION SET OUT IN THIS AGREEMENT ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF BARGAIN BETWEEN THE PARTIES OF AND LICENSOR WOULD NOT BE ABLE TO PROVIDE THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENTBETA SOFTWARE, OR THE DOCUMENTATION WITHOUT SUCH LIMITATIONS.

Limitations on Liability. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL TARONIS OR ITS SUBSIDIARIES, INCLUDING TARONIS’ AND UNDER NO LEGAL THEORYITS SUBSIDIARIES’ RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, ASSIGNS, SHAREHOLDERS, SUBCONTRACTORS OR LICENSORS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, TIME, OPPORTUNITY OR DATA, WHETHER IN AN ACTION IN CONTRACT, TORT, CONTRACT PRODUCT LIABILITY, STATUTE, EQUITY OR OTHERWISE, SHALL LICENSEE BE LIABLE TO DEVELOPER OR ANY AFFILIATE OF DEVELOPER OR ANY OTHER PERSON FOR (I) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER EVEN IF LICENSEE SHALL HAVE BEEN INFORMED ADVISED OF THE POSSIBILITY OF SUCH THOSE DAMAGES; . UNDER NO CIRCUMSTANCES WILL TARONIS’ OR (IIITS SUBSIDIARIES’, INCLUDING TARONIS’ AND ITS SUBSIDIARIES’ RESPECTIVE OFFICERS’, DIRECTORS’, EMPLOYEES’, AGENTS’, SUCCESSORS’, ASSIGNS’, SHAREHOLDERS’, SUBCONTRACTORS’ OR LICENSORS’, CUMULATIVE LIABILITY EXCEED THE AMOUNT YOU PAID TARONIS FOR THE APPLICABLE PRODUCT(S) ANY AMOUNT IN EXCESS OF THE TOTAL AMOUNT PAID BY LICENSEE TO DEVELOPER UNDER THIS AGREEMENT TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH A CLAIM GIVING RISE TO LIABILITY IS MADE, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2, WHICH CLAIMS SHALL NOT BE SUBJECT TO ANY CAP ON LIABILITYCONTROVERSY. EACH PARTY ACKNOWLEDGES THAT CLAUSE OF THIS LIMITATION SECTION IS SEPARATE FROM THE OTHERS AND FROM THE REMEDY LIMITATIONS AND EXCLUSIONS ELSEWHERE IN THIS AGREEMENT, AND WILL APPLY NOTWITHSTANDING ANY FAILURE OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES ESSENTIAL PURPOSE OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH A REMEDY OR TERMINATION OF THIS AGREEMENT.

Limitations on Liability. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, UNDER a. IN NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT OR OTHERWISE, EVENT SHALL LICENSEE EITHER PARTY BE LIABLE TO DEVELOPER THE OTHER PARTY OR ITS AFFILIATES FOR LOST PROFITS OR ANY AFFILIATE OF DEVELOPER OR ANY OTHER PERSON FOR (I) ANY INDIRECTSPECIAL, SPECIALCONSEQUENTIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL INDIRECT DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY BREACH OF A WARRANTY CONTAINED HEREIN OR OF ANY CHARACTER EVEN IF LICENSEE OBLIGATION TO PERFORM SERVICES OR TO PROVIDE ANY DELIVERABLE BY A SPECIFIED TIME. NOTHING HEREIN SHALL HAVE BEEN INFORMED LIMIT EITHER PARTY’S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT. b. AMRI’S AGGREGATE LIABILITY UNDER THIS AGREEMENT (WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE OR ANY OTHER LEGAL THEORY) SHALL NOT EXCEED THE POSSIBILITY OF SUCH DAMAGES; OR (II) ANY AMOUNT IN EXCESS OF EQUAL TO 2 TIMES THE TOTAL AMOUNT OF FEES PAID (OR DUE) BY LICENSEE TO DEVELOPER CUSTOMER FOR THE SERVICES UNDER THIS AGREEMENT TWELVE (12) MONTHS PRIOR TO THE DATE ON APPLICABLE WORK ORDER UNDER WHICH A ANY SUCH CLAIM GIVING RISE TO LIABILITY IS MADE, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2, WHICH CLAIMS ARISES. THESE LIMITATIONS SHALL NOT BE SUBJECT TO APPLY NOTWITHSTANDING ANY CAP ON LIABILITYFAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. EACH PARTY ACKNOWLEDGES THAT THIS THE FOREGOING LIMITATION OF LIABILITY REFLECTS AN INFORMEDSET FORTH IN SUBSECTION “a” AND “b” SHALL NOT APPLY IN THE EVENT OF BREACH OF SECTION 3 ABOVE (“CONFIDENTIAL INFORMATION”) BY EITHER PARTY, VOLUNTARY ALLOCATION BETWEEN BREACH OF SECTION 6 BY EITHER PARTY, CLAIMS, DAMAGES, LIABILITIES, LOSSES, COSTS AND EXPENSES INCURRED AS A RESULT OF DEATH OR PERSONAL INJURY OR IN THE PARTIES EVENT OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENTWILLFUL MISCONDUCT BY EITHER PARTY.

Limitations on Liability. THE LIABILITY OF NTELCARE AND ITS AFFILIATES, PARTNERS, SHAREOLDERS, DIRECTORS, MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, INDEPENDENT CONTRACTORS, REPRESENTATIVES, AND AGENTS (COLLECTIVELY, “NTELCARE PARTIES”) TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAWSUBSCRIBER AND THE USER SHALL IN ALL EVENTS BE LIMITED TO THE TOTAL AMOUNT PAID BY SUBSCRIBER FOR THE TECHNOLOGY AND ANY FEES, UNDER IF ANY, RELATING TO ONGOING USE OF THE TECHNOLOGY, IF USER OR ANYONE ELSE SUFFERS ANY HARM (DAMAGE OR LOSS OF PROPERTY, PERSONAL INJURY, OR DEATH) BECAUSE THE TECHNOLOGY FAILED TO OPERATE PROPERLY OR WE WERE NEGLIGENT OR ACTED IMPROPERLY. THE NTELCARE PARTIES SHALL IN NO CIRCUMSTANCES AND UNDER NO LEGAL THEORYEVENT BE RESPONSIBLE TO, OR LIABLE TO, YOU (AND/OR THE SUBSCRIBER AND/OR THE USER), OR ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT, CONTRACT STRICT LIABILITY (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL LICENSEE BE LIABLE TO DEVELOPER OR FOR ANY AFFILIATE OF DEVELOPER OR ANY OTHER PERSON FOR (I) ANY INDIRECTDAMAGES, INCLUDING, BUT NOT LIMITED TO, SPECIAL, INCIDENTAL, PUNITIVE INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER EVEN IF LICENSEE SHALL HAVE BEEN INFORMED DAMAGES, AS A DIRECT OR INDIRECT RESULT OF: (a) THE BREACH OR VIOLATION OF THE POSSIBILITY TERMS AND CONDITIONS OF SUCH DAMAGESTHIS AGREEMENT BY THE SUBSCRIBER OR THE USER; (b) THE ACCESS AND USE OF THE TECHNOLOGY AND/OR ANY CRITICAL EVENT NOTIFICATIONS BY THE SUBSCRIBER OR THE USER; (c) ANY PARTY’S DELAY IN ACCESSING OR INABILITY TO ACCESS CRITICAL EVENT NOTIFICATIONS FROM THE TECHNOLOGY FOR ANY REASON; OR (IId) ANY AMOUNT IN EXCESS CLAIM OTHERWISE ARISING OUT OF THE TOTAL AMOUNT PAID BY LICENSEE TO DEVELOPER UNDER THIS AGREEMENT TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH A CLAIM GIVING RISE TO LIABILITY IS MADE, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2, WHICH CLAIMS SHALL NOT BE SUBJECT TO ANY CAP ON LIABILITY. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES USE OF THE RISKS TECHNOLOGY. The Subscriber acknowledges (KNOWN AND UNKNOWNfor itself and on behalf of the User, if the Subscriber is not the User) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENTthat if NtelCare were to have liability greater than that established under this Agreement, NtelCare could not and would not provide the Technology.

Limitations on Liability. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT OR OTHERWISE, SHALL LICENSEE DEXTERPAY BE LIABLE TO DEVELOPER OR FOR ANY AFFILIATE OF DEVELOPER OR ANY OTHER PERSON FOR (I) ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF ANY CHARACTER DEXTERPAY EVEN IF LICENSEE SHALL HAVE DEXTERPAY HAS BEEN INFORMED ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BY PARTICIPATING IN DEXTERPAY, YOU AGREE THAT DEXTERPAY HAS NO RESPONSIBILITY OR LIABILITY FOR ANY EXPENSE, LOSS, COST, INJURY, DAMAGE, OR ANY OTHER MATTER OR THING WHATSOEVER, HOWEVER SUFFERED OR CAUSED DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATED TO DEXTERPAY, INCLUDING WITHOUT LIMITATION: (I) ANY FAILURE, DELAY OR DECISION BY DEXTERPAY TO TAKE ANY ACTION; (II) UNAUTHORIZED USE BY ANY THIRD PARTY OF YOUR DEXTERPAY; OR (IIIII) THE LOSS, THEFT, OR DELAYED NOTIFICATION OF ANY AMOUNT IN EXCESS OF DEXTERPAY REWARDS (DEFINED BELOW). SOME JURISDICTIONS DO NOT ALLOW THE TOTAL AMOUNT PAID BY LICENSEE TO DEVELOPER UNDER THIS AGREEMENT TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH A CLAIM GIVING RISE TO LIABILITY IS MADE, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2, WHICH CLAIMS SHALL NOT BE SUBJECT TO ANY CAP ON LIABILITY. EACH PARTY ACKNOWLEDGES THAT THIS EXCLUSION OR LIMITATION OF LIABILITY REFLECTS AN INFORMEDINCIDENTAL OR CONSEQUENTIAL DAMAGES, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT THEREFORE SUCH EXCLUSIONS MAY EXIST IN CONNECTION WITH THIS AGREEMENTNOT APPLY TO YOU.

Limitations on Liability. (a) BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR FRAUD, INTENTIONAL MISREPRESENTATION AND INTENTIONAL BREACH, THE REMEDIES SET FORTH IN ARTICLE VII, ARTICLE X AND THIS ARTICLE XI, INCLUDING THE LIABILITY LIMITS AND SURVIVAL PERIODS SET FORTH ABOVE AND THE DISCLAIMERS SET FORTH IN SECTION 6.5 AND SECTION 6.8, ARE INTENDED TO BE, AND SHALL BE, THE EXCLUSIVE REMEDIES OF THE BUYER INDEMNITEES WITH RESPECT TO ANY ASPECT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. (b) SELLER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR FRAUD, INTENTIONAL MISREPRESENTATION AND INTENTIONAL BREACH, THE REMEDIES SET FORTH IN ARTICLE VII, ARTICLE X AND THIS ARTICLE XI, INCLUDING THE LIABILITY LIMITS AND SURVIVAL PERIODS SET FORTH ABOVE, ARE INTENDED TO BE, AND SHALL BE, THE EXCLUSIVE REMEDIES OF THE SELLER INDEMNITEES WITH RESPECT TO ANY ASPECT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. (c) NOTWITHSTANDING ANYTHING TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAWCONTRARY CONTAINED IN THIS AGREEMENT, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT OR OTHERWISE, PARTY HERETO SHALL LICENSEE BE LIABLE ENTITLED TO DEVELOPER RECOVER FROM ANY OTHER PARTY HERETO OR ANY AFFILIATE OF DEVELOPER OR SUCH PARTY’S AFFILIATES ANY OTHER PERSON FOR (I) ANY INDIRECTAMOUNT IN RESPECT OF EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, PUNITIVE INDIRECT OR CONSEQUENTIAL DAMAGES OF DAMAGES, INCLUDING LOST PROFITS; EXCEPT, TO THE EXTENT THAT ANY CHARACTER EVEN IF LICENSEE SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES; FOREGOING ARE PAID OR (II) ANY AMOUNT IN EXCESS OF THE TOTAL AMOUNT PAID BY LICENSEE OWING TO DEVELOPER UNDER THIS AGREEMENT TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH A CLAIM GIVING RISE TO LIABILITY IS MADE, EXCEPT THIRD PARTY WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO A THIRD PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2CLAIM, ALL OF WHICH CLAIMS DAMAGES SHALL NOT BE SUBJECT TO ANY CAP CONSIDERED PART OF LOSSES AND SHALL BE COVERED BY THE INDEMNIFICATIONS SET FORTH IN THIS ARTICLE XI. (d) EXCEPT IN THE CASE OF FRAUD, INTENTIONAL MISREPRESENTATION AND INTENTIONAL BREACH, ALL RELEASES, DISCLAIMERS, LIMITATIONS ON LIABILITY. EACH PARTY ACKNOWLEDGES THAT LIABILITY AND INDEMNITIES IN THIS LIMITATION OF LIABILITY REFLECTS AN INFORMEDAGREEMENT, VOLUNTARY ALLOCATION BETWEEN INCLUDING THOSE IN THIS ARTICLE XI, SHALL APPLY EVEN IN THE PARTIES EVENT OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENTSOLE, JOINT AND/OR CONCURRENT, ACTIVE OR PASSIVE NEGLIGENCE, STRICT LIABILITY OR FAULT OF THE PARTY WHOSE LIABILITY IS RELEASED, DISCLAIMED, LIMITED OR INDEMNIFIED.

Limitations on Liability. Each party to this Agreement agrees that, regardless of the form of any claim, SUCH PARTY'S SOLE REMEDY AND THE OTHER PARTY'S SOLE OBLIGATION SHALL BE GOVERNED BY THIS AGREEMENT, AND IN NO EVENT SHALL EITHER PARTY'S LIABILITY EXCEED THE GREATER OF $4 MILLION OR THE FEES ACTUALLY PAID FOR THE BUSINESS PRODUCT(S) THAT GAVE RISE TO THE MAXIMUM EXTENT PERMISSIBLE CLAIM DURING THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE CLAIM, PROVIDED THAT THE ABOVE LIMITATION SHALL NOT APPLY TO CLAIMS FOR INFRINGEMENT PURSUANT TO SECTION (c) OF ARTICLE VII OF THIS AGREEMENT, EXCEPT FOR CLAIMS FOR PATENT INFRINGEMENT IN OTHER COUNTRIES (HEREINAFTER DEFINED). EACH PARTY EXPRESSLY AGREES THAT IN NO EVENT SHALL THE OTHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, WHETHER UNDER APPLICABLE LAWBREACH OF WARRANTY, UNDER NO CIRCUMSTANCES AND UNDER NO BREACH OF CONTRACT, NEGLIGENCE, OR ANY OTHER LEGAL THEORY, WHETHER IN TORTTORT OR CONTRACT, CONTRACT EVEN IF SUCH OTHER PARTY HAS BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING, INCLUDING WITHOUT LIMITATION DAMAGES FROM INTERRUPTION OF BUSINESS, LOSS OF PROFITS OR OTHERWISEBUSINESS OPPORTUNITIES, SHALL LICENSEE BE LIABLE TO DEVELOPER OR ANY AFFILIATE LOSS OF DEVELOPER OR ANY OTHER PERSON FOR (I) ANY INDIRECTUSE OF SOFTWARE, SPECIALLOSS OF DATA, INCIDENTALCOST OF RECREATING DATA, PUNITIVE OR CONSEQUENTIAL DAMAGES COST OF CAPITAL, COST OF ANY CHARACTER EVEN IF LICENSEE SHALL HAVE BEEN INFORMED OF SUBSTITUTE SOFTWARE, OR LOSSES CAUSED BY DELAY. THE POSSIBILITY OF SUCH DAMAGES; OR (II) ANY AMOUNT IN EXCESS OF THE TOTAL AMOUNT PAID BY LICENSEE TO DEVELOPER UNDER THIS AGREEMENT TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH PARTIES ACKNOWLEDGE AND AGREE THAT DAMAGES ARISING DIRECTLY FROM A CLAIM GIVING RISE TO LIABILITY IS MADE, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS UNDER CLAIM OR SUIT BROUGHT AGAINST LICENSEE AS CONTEMPLATED BY SECTION 6.2.2(c) OF ARTICLE VII ARE DEEMED TO BE ACTUAL AND DIRECT DAMAGES. Licensee shall not be responsible for any damages or expenses resulting from alteration or unauthorized use of the Business Products, WHICH CLAIMS SHALL NOT BE SUBJECT TO ANY CAP ON LIABILITY. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENTor from unintended or unforeseen results obtained by Licensee resulting from such use.

Limitations on Liability. EXCEPT FOR LICENSEE’S MISAPPROPRIATION OF LICENSOR’S INTELLECTUAL PROPERTY RIGHTS, TO THE MAXIMUM EXTENT PERMISSIBLE PERMITTED BY APPLICABLE LAW IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, OR FOR COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, LOST PROFITS, LOSS OF BUSINESS OR BUSINESS OPPORTUNITIES, LOSS OF GOODWILL, REPUTATIONAL DAMAGES, WORK STOPPAGE, BUSINESS INTERRUPTION, OR REVENUES OF ANY KIND, OR FOR LOST DATA, DAMAGE TO OTHER SOFTWARE, COMPUTER FAILURE OR MALFUNCTION OR DOWNTIME. EXCEPT FOR LICENSOR’S INTELLECTUAL PROPERTY INDEMNIFICATION OBLIGATIONS IN SECTION 11 OR WILLFUL MISCONDUCT, LICENSOR’S TOTAL AND CUMULATIVE LIABILITY FOR ALL CLAIMS UNDER APPLICABLE LAWTHE AGREEMENT, UNDER NO CIRCUMSTANCES OR FOR BREACH OF THE AGREEMENT, INCLUDING WITHOUT LIMITATION THOSE RELATING TO THE LICENSOR PACKAGE, SUPPORT AND UNDER NO LEGAL THEORYMAINTENANCE AND PROFESSIONAL SERVICES, HOWEVER CAUSED AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN TORTCONTRACT, CONTRACT TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, SHALL IN NO EVENT EXCEED 100% OF THE AGGREGATE AMOUNT RECEIVED BY LICENSOR FROM LICENSEE BE LIABLE UNDER THE AGREEMENT AS SUBSCRIPTION FEES DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO DEVELOPER OR ANY AFFILIATE THE DATE THE CAUSE OF DEVELOPER OR ANY OTHER PERSON FOR (I) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER ACTION AROSE. THE LIMITATIONS SET FORTH IN THIS SECTION 10 SHALL APPLY EVEN IF LICENSEE SHALL LICENSOR AND ITS RELATED PARTIES HAVE BEEN INFORMED ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (II) , AND NOTWITHSTANDING ANY AMOUNT IN EXCESS FAILURE OF THE TOTAL AMOUNT PAID BY LICENSEE TO DEVELOPER UNDER THIS AGREEMENT TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH A CLAIM GIVING RISE TO LIABILITY IS MADE, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2, WHICH CLAIMS SHALL NOT BE SUBJECT TO ESSENTIAL PURPOSE OF ANY CAP ON LIABILITY. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENTLIMITED REMEDY.

Limitations on Liability. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAWUNLESS EXPRESSLY HEREIN PROVIDED, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT ANY INDEMNITY PROVISION OR OTHERWISE, EXCEPT UNDER ARTICLE 12 IN RESPECT OF THIRD PARTY CLAIMS FOR DAMAGE TO OR DESTRUCTION OF PROPERTY (WHICH FOR PURPOSES HEREOF SHALL LICENSEE BE LIABLE DEEMED TO DEVELOPER INCLUDE AMOUNTS PAID TO THIRD-PARTIES AS A RESULT OF OR RELATING TO PRE-CLOSING ENVIRONMENTAL CONDITIONS AND OTHER ENVIRONMENTAL LIABILITIES) OF, OR DEATH OF OR BODILY INJURY TO, ANY PERSON. UNLESS EXPRESSLY HEREIN PROVIDED, AND SUBJECT TO THE PROVISIONS OF ARTICLE 12, IT IS THE INTENT OF THE PARTIES THAT THE LIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES, INCLUDING THE LIMITATIONS OF LIABILITY AND THE EXCLUSION OF CONSEQUENTIAL DAMAGES, BE WITHOUT REGARD TO THE CAUSE OR CAUSES RELATED THERETO, INCLUDING THE NEGLIGENCE OF ANY PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, OR ACTIVE OR PASSIVE, AND SHALL APPLY IRRESPECTIVE OF WHETHER A PARTY OR ANY AFFILIATE OF DEVELOPER THEREOF, OR ANY OTHER PERSON FOR PARTNER, MEMBER, SHAREHOLDER, OFFICER, DIRECTOR OR EMPLOYEE OF A PARTY OR AN AFFILIATE THEREOF, ASSERTS A THEORY OF LIABILITY IN CONTRACT, TORT, NEGLIGENCE, MISREPRESENTATION (I) INCLUDING NEGLIGENT MISREPRESENTATION), STRICT LIABILITY, STATUTORY LIABILITY, OR ANY INDIRECTTHEORY OF LIABILITY. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, SPECIALINCLUDING TERMINATION FEES, INCIDENTALTHE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, PUNITIVE OR CONSEQUENTIAL OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES OF ANY CHARACTER EVEN IF LICENSEE SHALL HAVE BEEN INFORMED CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE POSSIBILITY OF SUCH DAMAGES; HARM OR (II) ANY AMOUNT IN EXCESS OF THE TOTAL AMOUNT PAID BY LICENSEE TO DEVELOPER UNDER THIS AGREEMENT TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH A CLAIM GIVING RISE TO LIABILITY IS MADE, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2, WHICH CLAIMS SHALL NOT BE SUBJECT TO ANY CAP ON LIABILITY. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENTLOSS.

Limitations on Liability. CUSTOMER AGREES THAT, REGARDLESS OF THE FORM OF ANY CLAIM, CUSTOMER'S SOLE REMEDY AND PROSOFT'S SOLE OBLIGATION SHALL BE GOVERNED BY THIS AGREEMENT, AND IN NO EVENT SHALL PROSOFT'S LIABILITY EXCEED THE LICENSE FEES ACTUALLY PAID FOR THE COURSEWARE TITLES THAT GAVE RISE TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAWCLAIM DURING THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE CLAIM, UNDER PROVIDED THAT THE ABOVE LIMITATION SHALL NOT APPLY TO CLAIMS FOR INFRINGEMENT PURSUANT TO SECTION 9.2 OF THIS AGREEMENT. CUSTOMER EXPRESSLY AGREES THAT IN NO CIRCUMSTANCES AND UNDER NO EVENT SHALL PROSOFT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES ARISING FROM SECTION 9.2. BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE OR ANY OTHER LEGAL THEORY, WHETHER IN TORTTORT OR CONTRACT, CONTRACT EVEN IF PROSOFT HAS BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING, INCLUDING WITHOUT LIMITATION DAMAGES FROM INTERRUPTION OF BUSINESS, LOSS OF PROFITS OR OTHERWISEBUSINESS OPPORTUNITIES, SHALL LICENSEE BE LIABLE TO DEVELOPER OR ANY AFFILIATE LOSS OF DEVELOPER OR ANY OTHER PERSON FOR (I) ANY INDIRECTUSE OF SOFTWARE, SPECIALLOSS OF DATA, INCIDENTALCOST OF RECREATING DATA, PUNITIVE OR CONSEQUENTIAL DAMAGES COST OF CAPITAL, COST OF ANY CHARACTER EVEN IF LICENSEE SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES; SUBSTITUTE SOFTWARE, OR (II) ANY AMOUNT IN EXCESS OF THE TOTAL AMOUNT PAID LOSSES CAUSED BY LICENSEE TO DEVELOPER UNDER THIS AGREEMENT TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH A CLAIM GIVING RISE TO LIABILITY IS MADE, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2, WHICH CLAIMS DELAY. PROSOFT SHALL NOT BE SUBJECT RESPONSIBLE FOR ANY DAMAGES OR EXPENSES RESULTING FROM ALTERATION OR UNAUTHORIZED USE OF THE COURSEWARE TITLES, OR FROM THE UNINTENDED AND UNFORESEEN RESULTS OBTAINED BY CUSTOMER RESULTING FROM SUCH USE. SHOULD ANY LAW UNDER WHICH THIS AGREEMENT IS INTERPRETED PROHIBIT EXCLUSION OF CERTAIN CONDITIONS OR WARRANTIES. THE REQUIRED CONDITIONS OR WARRANTIES SHALL BE DEEMED INCLUDED. THE LIABILITY OF PROSOFT FOR ANY BREACH OF SUCH TERM, CONDITION OR WARRANTY SHALL BE LIMITED, AT THE OPTION OF PROSOFT, TO ANY CAP ON LIABILITY. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES ONE OR MORE OF THE RISKS FOLLOWING; (KNOWN AND UNKNOWNA) THAT MAY EXIST IN CONNECTION REPLACEMENT OF THE COURSEWARE TITLES WITH THIS AGREEMENTFUNCTIONALLY COMPARABLE MATERIALS, OR (B) SUPPLEMENT, MODIFY OR REVISE THE COURSEWARE TITLES TO MEET THE REQUIRED WARRANTY OR CONDITION.

Limitations on Liability. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAWEXCEPT FOR ANY BREACH OF SECTION 6 (CONFIDENTIAL INFORMATION), UNDER IN NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT OR OTHERWISE, SHALL LICENSEE EVENT WILL A PARTY BE LIABLE TO DEVELOPER OR ANY AFFILIATE OF DEVELOPER OR ANY THE OTHER PERSON FOR (I) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE CONSEQUENTIAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL EXEMPLARY DAMAGES OF ANY CHARACTER (EVEN IF LICENSEE SHALL HAVE THAT PARTY HAS BEEN INFORMED ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; ), ARISING FROM PERFORMANCE UNDER OR FAILURE OF PERFORMANCE OF ANY PROVISION OF THIS BENEFIT AGREEMENT (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES), SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS, UNLESS SUCH BREACH IS AS A RESULT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. FURTHER, IN NO EVENT WILL IDF BE LIABLE FOR ANY LIABILITY OR DAMAGES ARISING OR RESULTING FROM (I) ANY BREACH OF THIS BENEFIT AGREEMENT BY CLIENT, INCLUDING BUT NOT LIMITED TO NONPAYMENT OR PROVISION OF MARKETING OR OTHER MATERIALS NOT PROVIDED OR APPROVED BY IDF, OR (II) THE ACTION, INACTION OR NEGLIGENCE OF ANY AMOUNT THIRD PARTY STORING OR PROVIDING INFORMATION TO IDF FOR PURPOSES OF ITS PERFORMANCE OF THIS BENEFIT AGREEMENT. IN EXCESS NO EVENT SHALL IDF'S AGGREGATE CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS BENEFIT AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT FEES CLIENT PAID BY LICENSEE TO DEVELOPER IDF DURING THE PRECEDING 12-MONTH PERIOD UNDER THIS AGREEMENT TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH A CLAIM GIVING RISE TO LIABILITY IS MADE, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2, WHICH CLAIMS SHALL NOT BE SUBJECT TO ANY CAP ON LIABILITY. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS BENEFIT AGREEMENT.

Limitations on Liability. (i) FOR EACH TWELVE (12) MONTH PERIOD DURING WHICH THIS AGREEMENT IS IN EFFECT, THE FIRST SUCH PERIOD COMMENCING ON THE DISTRIBUTION DATE AND THE SECOND (AND ANY SUBSEQUENT PERIODS) COMMENCING ON EACH ANNUAL ANNIVERSARY THEREOF, THE MAXIMUM LIABILITY OF EACH PARTY AND ITS SUBSIDIARIES TO, AND THE SOLE REMEDY OF, EACH PARTY AND ANY OF ITS SUBSIDIARIES WITH RESPECT TO ANY AND ALL CLAIMS ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE THEORY UPON WHICH THE LIABILITY IS PREMISED, SHALL NOT EXCEED THE PROFITS OF THE PARTY PROVIDING THE SERVICES HEREUNDER, WHICH SHALL BE DEEMED TO BE EQUAL TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAWAMOUNT OF THE XXXX-UP RECEIVED BY THE PARTY PROVIDING THE SERVICES DURING SUCH TWELVE (12) MONTH PERIOD, UNDER AS SUCH AMOUNT IS SPECIFIED IN SCHEDULE D AND AS MAY BE ADJUSTED PURSUANT TO THE TERMS OF SCHEDULE D. (ii) IN NO CIRCUMSTANCES AND UNDER NO LEGAL THEORYEVENT SHALL EITHER PARTY, WHETHER IN TORTITS SUBSIDIARIES OR ITS DIRECTORS, CONTRACT OFFICERS, EMPLOYEES OR OTHERWISE, SHALL LICENSEE AGENTS BE LIABLE TO DEVELOPER OR ANY AFFILIATE OF DEVELOPER OR ANY THE OTHER PERSON PARTY FOR (I) ANY INDIRECT, SPECIALEXEMPLARY, INCIDENTALCONSEQUENTIAL, INCIDENTAL OR PUNITIVE OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THE PERFORMANCE OF ANY CHARACTER THIS AGREEMENT, EVEN IF LICENSEE SHALL HAVE THE PARTY HAS BEEN INFORMED ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (II) ANY AMOUNT IN EXCESS OF THE TOTAL AMOUNT PAID BY LICENSEE TO DEVELOPER UNDER THIS AGREEMENT TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH A CLAIM GIVING RISE TO LIABILITY IS MADE, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2, WHICH CLAIMS SHALL NOT BE SUBJECT TO ANY CAP ON LIABILITY. AND EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION HEREBY WAIVES ON BEHALF OF LIABILITY REFLECTS AN INFORMEDITSELF AND ITS SUBSIDIARIES ANY CLAIM FOR SUCH DAMAGES, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS INCLUDING ANY CLAIM FOR PROPERTY DAMAGE OR LOST PROFITS, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE. (KNOWN AND UNKNOWNiii) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENTThe foregoing limitations on liability in this SECTION 7(b) shall not apply to: (i) either Party's liability for breaches of confidentiality under SECTION 6 (Confidentiality), and (ii) either Party's obligations under SECTION 7(c) (Third Party Claims).

Limitations on Liability. THE PARTIES CONFIRM THAT THE EXPRESS REMEDIES AND MEASURES OF DAMAGES PROVIDED IN THIS AGREEMENT SATISFY THE ESSENTIAL PURPOSES HEREOF. FOR BREACH OF ANY PROVISION FOR WHICH AN EXPRESS REMEDY OR MEASURE OF DAMAGES IS PROVIDED, SUCH EXPRESS REMEDY OR MEASURE OF DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY, THE OBLIGOR’S LIABILITY SHALL BE LIMITED AS SET FORTH IN SUCH PROVISION AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED, UNLESS THE PROVISION IN QUESTION PROVIDES THAT THE EXPRESS REMEDIES ARE IN ADDITION TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAWOTHER REMEDIES THAT MAY BE AVAILABLE. EXCEPT FOR A PARTY’S INDEMNITY OBLIGATION IN RESPECT OF THIRD PARTY CLAIMS OR AS OTHERWISE EXPRESSLY HEREIN PROVIDED, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT OR OTHERWISE, NEITHER PARTY SHALL LICENSEE BE LIABLE TO DEVELOPER OR ANY AFFILIATE OF DEVELOPER OR ANY OTHER PERSON FOR (I) ANY INDIRECT, SPECIALCONSEQUENTIAL, INCIDENTAL, PUNITIVE PUNITIVE, EXEMPLARY OR CONSEQUENTIAL INDIRECT DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION OR OTHERWISE. UNLESS EXPRESSLY HEREIN PROVIDED, AND SUBJECT TO THE PROVISIONS OF ARTICLE 11, IT IS THE INTENT OF THE PARTIES THAT THE LIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES BE WITHOUT REGARD TO THE CAUSE OR CAUSES RELATED THERETO, INCLUDING THE NEGLIGENCE OF ANY CHARACTER EVEN IF LICENSEE SHALL HAVE BEEN INFORMED PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, OR ACTIVE OR PASSIVE. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE POSSIBILITY OF SUCH DAMAGES; HARM OR (II) ANY AMOUNT IN EXCESS OF THE TOTAL AMOUNT PAID BY LICENSEE TO DEVELOPER UNDER THIS AGREEMENT TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH A CLAIM GIVING RISE TO LIABILITY IS MADE, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2, WHICH CLAIMS SHALL NOT BE SUBJECT TO ANY CAP ON LIABILITY. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENTLOSS.

Limitations on Liability. TO THE MAXIMUM GREATEST EXTENT PERMISSIBLE UNDER PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES CUSTOMER AGREES THAT THE ENTIRE LIABILITY OF XXXXXX AND UNDER NO LEGAL THEORYCUSTOMER’S EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES, THE SOFTWARE, THE SOFTWARE SERVICES, THE PROFESSIONAL SERVICES AND ANY OTHER PRODUCTS, MATERIALS OR SERVICES SUPPLIED BY XXXXXX IN CONNECTION WITH THIS AGREEMENT FOR DAMAGES FOR ANY CAUSE AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING FUNDAMENTAL BREACH OR NEGLIGENCE, SHALL BE LIMITED TO ACTUAL DIRECT DAMAGES AND SHALL NOT EXCEED IN THE AGGREGATE THE ANNUAL SUBSCRIPTION FEES PAID BY CUSTOMER TO XXXXXX UNDER THIS AGREEMENT. CUSTOMER FURTHER AGREES THAT IN NO EVENT SHALL XXXXXX BE LIABLE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR OTHERWISEIN TORT, SHALL LICENSEE BE LIABLE TO DEVELOPER INCLUDING FUNDAMENTAL BREACH OR ANY AFFILIATE OF DEVELOPER OR ANY OTHER PERSON NEGLIGENCE, FOR (I) ANY INDIRECT, SPECIALPUNITIVE, CONSEQUENTIAL, INCIDENTAL, PUNITIVE SPECIAL, OR CONSEQUENTIAL EXEMPLARY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION FOR LOST PROFITS, LOSS OF ANY CHARACTER REVENUE, FAILURE TO REALIZE ANTICIPATED SAVINGS, LOST OR DAMAGED DATA, LOSS OF GOODWILL, BUSINESS OPPORTUNITIES OR REPUTATION, OR ECONOMIC LOSS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF LICENSEE SHALL HAVE IT HAS BEEN INFORMED ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGES; , OR (II) ANY AMOUNT IN EXCESS OF THE TOTAL AMOUNT PAID BY LICENSEE TO DEVELOPER UNDER THIS AGREEMENT TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH A CLAIM GIVING RISE TO LIABILITY IS MADE, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2, WHICH CLAIMS SHALL NOT BE SUBJECT TO ANY CAP ON LIABILITY. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENTSUCH LOSSES OR DAMAGES ARE FORESEEABLE.

Limitations on Liability. 10.1. EXCEPT WITH RESPECT TO XXXXXXXX’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 8 (INDEMNIFICATION), AND SUBJECT TO SECTION 10.4, IN NO EVENT WILL THE AGGREGATE LIABILITY OF EITHER PARTY (TO THE MAXIMUM EXTENT PERMISSIBLE NOT DISCLAIMED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, SECTION 9) ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT (WHETHER IN TORT, CAUSED BY BREACH OF CONTRACT OR OTHERWISE, SHALL LICENSEE BE LIABLE TO DEVELOPER TORT (INCLUDING NEGLIGENCE OR ANY AFFILIATE BREACH OF DEVELOPER STATUTORY DUTY OR ARISING IN ANY OTHER PERSON FOR (IWAY)) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER EVEN IF LICENSEE SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES; OR (II) ANY AMOUNT IN EXCESS OF EXCEED THE TOTAL AMOUNT FEES PAID BY LICENSEE OR PAYABLE TO DEVELOPER DILIGENT FROM CLIENT UNDER THIS THE AGREEMENT DURING THE TWELVE (12) MONTHS MONTH PERIOD PRIOR TO THE DATE TIME AT WHICH THE LOSS, COST, CLAIM OR DAMAGES AROSE. 10.2. SUBJECT TO SECTION 10.4, THE EXISTENCE OF MULTIPLE CLAIMS UNDER OR RELATED TO THE AGREEMENT OR ANY ORDER FORMS, THE DILIGENT SERVICE, PROFESSIONAL SERVICES, OR THE CLIENT SOFTWARE WILL NOT ENLARGE OR EXTEND THE LIMITATION ON WHICH A CLAIM GIVING RISE MONEY DAMAGES. 10.3. WITHOUT LIMITING SECTIONS 10.1 AND 10.2 (BUT SUBJECT TO LIABILITY IS MADESECTION 10.4), IN NO EVENT WILL DILIGENT BE LIABLE FOR LOSS, CORRUPTION OR COMPROMISE OF THE CONFIDENTIALITY OF CLIENT DATA, EXCEPT WITH RESPECT TO DEVELOPERTHE EXTENT THE LOSS, CORRUPTION OR COMPROMISE IS DUE TO DILIGENT’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2, WHICH CLAIMS SHALL NOT BE SUBJECT TO ANY CAP ON LIABILITY. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION BREACH OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENT, XXXXXXXX’S NEGLIGENCE OR DILIGENT’S INTENTIONAL MISCONDUCT. 10.4. Nothing in the Agreement excludes the liability of either Party: (a) for death or personal injury caused by that Party's negligence; or (b) for fraud or fraudulent misrepresentation; or (c) for any other liabilities that cannot be excluded by law.

Limitations on Liability. TO THE MAXIMUM GREATEST EXTENT PERMISSIBLE UNDER PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES CUSTOMER AGREES THAT THE ENTIRE LIABILITY OF CASTLE AND UNDER NO LEGAL THEORYCUSTOMER’S EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES, THE SOFTWARE, THE SOFTWARE SERVICES, THE PROFESSIONAL SERVICES AND ANY OTHER PRODUCTS, MATERIALS OR SERVICES SUPPLIED BY CASTLE IN CONNECTION WITH THIS AGREEMENT FOR DAMAGES FOR ANY CAUSE AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING FUNDAMENTAL BREACH OR NEGLIGENCE, SHALL BE LIMITED TO ACTUAL DIRECT DAMAGES AND SHALL NOT EXCEED IN THE AGGREGATE THE ANNUAL SUBSCRIPTION FEES PAID IN THE THEN-CURRENT YEAR BY CUSTOMER TO CASTLE UNDER THIS AGREEMENT. CUSTOMER FURTHER AGREES THAT IN NO EVENT SHALL CASTLE BE LIABLE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR OTHERWISEIN TORT, SHALL LICENSEE BE LIABLE TO DEVELOPER INCLUDING FUNDAMENTAL BREACH OR ANY AFFILIATE OF DEVELOPER OR ANY OTHER PERSON NEGLIGENCE, FOR (I) ANY INDIRECT, SPECIALPUNITIVE, CONSEQUENTIAL, INCIDENTAL, PUNITIVE SPECIAL, OR CONSEQUENTIAL EXEMPLARY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION FOR LOST PROFITS, LOSS OF ANY CHARACTER REVENUE, FAILURE TO REALIZE ANTICIPATED SAVINGS, LOST OR DAMAGED DATA, LOSS OF GOODWILL, BUSINESS OPPORTUNITIES OR REPUTATION, OR ECONOMIC LOSS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF LICENSEE SHALL HAVE IT HAS BEEN INFORMED ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGES; , OR (II) ANY AMOUNT IN EXCESS OF THE TOTAL AMOUNT PAID BY LICENSEE TO DEVELOPER UNDER THIS AGREEMENT TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH A CLAIM GIVING RISE TO LIABILITY IS MADE, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2, WHICH CLAIMS SHALL NOT BE SUBJECT TO ANY CAP ON LIABILITY. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENTSUCH LOSSES OR DAMAGES ARE FORESEEABLE.

Limitations on Liability. TO THE MAXIMUM GREATEST EXTENT PERMISSIBLE UNDER PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES CUSTOMER AGREES THAT THE ENTIRE LIABILITY OF CITYVIEW AND UNDER NO LEGAL THEORYCUSTOMER’S EXCLUSIVE REMEDY WITH RESPECT TO THE HOSTING SERVICES, THE SOFTWARE, AND ANY OTHER PRODUCTS, MATERIALS OR SERVICES SUPPLIED BY CITYVIEW IN CONNECTION WITH THIS AGREEMENT FOR DAMAGES FOR ANY CAUSE AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING FUNDAMENTAL BREACH OR NEGLIGENCE, SHALL BE LIMITED TO ACTUAL DIRECT DAMAGES AND SHALL NOT EXCEED IN THE AGGREGATE THE ANNUAL HOSTING FEES PAID BY CUSTOMER TO CITYVIEW UNDER THIS AGREEMENT. PURCHASER FURTHER AGREES THAT IN NO EVENT SHALL CITYVIEW BE LIABLE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR OTHERWISEIN TORT, SHALL LICENSEE BE LIABLE TO DEVELOPER INCLUDING FUNDAMENTAL BREACH OR ANY AFFILIATE OF DEVELOPER OR ANY OTHER PERSON NEGLIGENCE, FOR (I) ANY INDIRECT, SPECIALPUNITIVE, CONSEQUENTIAL, INCIDENTAL, PUNITIVE SPECIAL, OR CONSEQUENTIAL EXEMPLARY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION FOR LOST PROFITS, LOSS OF ANY CHARACTER REVENUE, FAILURE TO REALIZE ANTICIPATED SAVINGS, LOST OR DAMAGED DATA, LOSS OF GOODWILL, BUSINESS OPPORTUNITIES OR REPUTATION, OR ECONOMIC LOSS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF LICENSEE SHALL HAVE IT HAS BEEN INFORMED ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGES; , OR (II) ANY AMOUNT IN EXCESS OF THE TOTAL AMOUNT PAID BY LICENSEE TO DEVELOPER UNDER THIS AGREEMENT TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH A CLAIM GIVING RISE TO LIABILITY IS MADE, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2, WHICH CLAIMS SHALL NOT BE SUBJECT TO ANY CAP ON LIABILITY. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENTSUCH LOSSES OR DAMAGES ARE FORESEEABLE.

Limitations on Liability. TO THE MAXIMUM FULLEST EXTENT PERMISSIBLE PERMITTED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT OR OTHERWISE, SHALL LICENSEE BE LIABLE TO DEVELOPER OR ANY AFFILIATE OF DEVELOPER OR ANY OTHER PERSON FOR (I) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER EVEN IF LICENSEE SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES; OR (II) ANY AMOUNT IN EXCESS OF THE TOTAL AMOUNT PAID BY LICENSEE TO DEVELOPER UNDER THIS AGREEMENT TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH A CLAIM GIVING RISE TO LIABILITY IS MADE, EXCEPT WITH RESPECT TO DEVELOPERSECTION 9, BINTI’S INDEMNIFICATION OBLIGATION WITH RESPECT GROSS NEGLIGENCE, WILLFUL MISCONDUCT, AND VIOLATIONS OF LAW, IN NO EVENT WILL EITHER PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE FEES PAYABLE TO BINTI DURING THE TERM; AND (II) EXCEPT TO THE EXTENT SUCH DAMAGES ARE PAID OR PAYABLE TO UNAFFILIATED THIRD PARTIES PURSUANT TO EITHER PARTY’S OBLIGATIONS PURSUANT TO SECTION 9, IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, FOR LOST PROFITS, DATA OR OTHER BUSINESS OPPORTUNITIES), HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE. THIS SECTION 8 DOES NOT LIMIT EITHER PARTY’S LIABILITY FOR INFRINGEMENT OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS. NOTWITHSTANDING ANYTHING TO THE CONTRARY, BINTI’S LIABILITY FOR CLAIMS ARISING UNDER SECTION 6.2.29, WHICH CLAIMS BINTI’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, AND VIOLATIONS OF LAW SHALL NOT BE SUBJECT LIMITED TO ANY CAP ON LIABILITY. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS ONE MILLION U.S. DOLLARS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENT$1,000,000).

Limitations on Liability. (A) NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE WITH RESPECT TO THE MAXIMUM EXTENT PERMISSIBLE ANY SUBJECT MATTER OF THIS AGREEMENT UNDER APPLICABLE LAWANY CONTRACT, UNDER NO CIRCUMSTANCES AND UNDER NO NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL THEORYOR EQUITABLE THEORY FOR ANY INDIRECT, WHETHER INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR LOST DATA. (B) NOTWITHSTANDING ANYTHING ELSE IN TORT, CONTRACT THIS AGREEMENT OR OTHERWISE, SHALL LICENSEE BE LIABLE EXCEPT FOR CLAIMS ARISING OUT OF OR IN CONNECTION WITH ANY FRAUD OR WILLFUL MISREPRESENTATION BY SELLER, THE TOTAL LIABILITY OF SELLER AND SELLER’S AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS TO DEVELOPER OR ANY AFFILIATE OF DEVELOPER OR ANY OTHER PERSON BUYER AND BUYER INDEMNIFIED PARTIES FOR (I1) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE BREACHES OR CONSEQUENTIAL DAMAGES VIOLATIONS BY SELLER OF ANY CHARACTER EVEN IF LICENSEE SHALL HAVE BEEN INFORMED OF THE POSSIBILITY REPRESENTATIONS OR WARRANTIES OF SUCH DAMAGES; OR SELLER CONTAINED IN ARTICLE III HEREOF, AND (II2) ANY AMOUNT AMOUNTS OFFSET BY BUYER AGAINST THE POST-CLOSING INCENTIVE CONSIDERATION PURSUANT TO SECTION 2.7.9, SHALL NOT EXCEED [***] IN EXCESS OF THE TOTAL AMOUNT PAID BY LICENSEE AGGREGATE. [***] INDICATES THAT CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO DEVELOPER UNDER THIS AGREEMENT TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH A CLAIM GIVING RISE TO LIABILITY IS MADE, EXCEPT RULE 24B-2. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2, WHICH CLAIMS SHALL NOT BE SUBJECT TO ANY CAP ON LIABILITY. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENTOMITTED PORTIONS.

Limitations on Liability. (a) SUBJECT TO Section 9.2, BUYER AND SELLER ACKNOWLEDGE AND AGREE THAT THE REMEDIES SET FORTH IN ARTICLE IX AND THIS ARTICLE X, INCLUDING THE DEDUCTIBLES, LIABILITY LIMITS, AND SURVIVAL PERIODS SET FORTH ABOVE AND THE DISCLAIMERS SET FORTH IN Section 4.17, Section 6.5 AND Section 6.6, ARE INTENDED TO BE, AND SHALL BE, THE EXCLUSIVE REMEDIES OF BUYER AND SELLER WITH RESPECT TO ANY ASPECT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. SUBJECT TO Section 9.2, BUYER AND SELLER EACH HEREBY RELEASES, WAIVES, AND DISCHARGES, AND COVENANTS NOT TO SUE THE OTHER WITH RESPECT TO, ANY CAUSE OF ACTION OR CLAIM NOT EXPRESXXX PROVIDED FOR IN THIS AGREEMENT TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE PERMITTED BY LAW. (b) Notwithstanding anything to the contrary contained in this Agreement, UNDER NO CIRCUMSTANCES no party hereto shall be entitled to recover from any other party hereto any amount in respect of exemplary, punitive, special, indirect, consequential, remote, or speculative damages, including lost profits; provided that if (x) an Indemnified Party has become liable to a third party for amounts constituting such types of damages and (y) such Indemnified Party would be entitled to indemnification for such amounts under this ARTICLE X but for the limitation set forth in this Section 10.7, such Indemnified Party will be entitled to recover such damages from the Indemnifying Party. (c) ALL RELEASES, DISCLAIMERS, LIMITATIONS ON LIABILITY, AND UNDER NO LEGAL THEORYINDEMNITIES IN THIS AGREEMENT, WHETHER INCLUDING THOSE IN TORT, CONTRACT OR OTHERWISETHIS ARTICLE X, SHALL LICENSEE BE LIABLE TO DEVELOPER OR ANY AFFILIATE OF DEVELOPER OR ANY OTHER PERSON FOR (I) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER APPLY EVEN IF LICENSEE SHALL HAVE BEEN INFORMED IN THE EVENT OF THE POSSIBILITY OF SUCH DAMAGES; SOLE, JOINT, AND/OR (II) ANY AMOUNT IN EXCESS CONCURRENT, ACTIVE OR PASSIVE NEGLIGENCE, STRICT LIABILITY, OR FAULT OF THE TOTAL AMOUNT PAID BY LICENSEE TO DEVELOPER UNDER THIS AGREEMENT TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH A CLAIM GIVING RISE TO PARTY WHOSE LIABILITY IS MADERELEASED, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2DISCLAIMED, WHICH CLAIMS SHALL NOT BE SUBJECT TO ANY CAP ON LIABILITY. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMEDLIMITED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENTOR INDEMNIFIED.

Limitations on Liability. (a) EXCEPT AS PROVIDED IN SECTION 15.2(d) (EXCLUSIONS) HEREOF, VENDOR'S AGGREGATE LIABILITY TO FIDELITY FOR ALL CAUSES OF ACTION OR CLAIMS, INCLUDING BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE (INCLUDING NEGLIGENT MISREPRESENTATION), AND OTHER TORTS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED AN AMOUNT EQUAL TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAWTOTAL OF ALL CHARGES (EXCLUDING PASS-THROUGH EXPENSES) PAID BY FIDELITY HEREUNDER FOR THE [****] MONTH PERIOD PRECEDING THE FIRST EVENT GIVING RISE TO SUCH LIABILITY OR, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORYIF LESS THAN [****] MONTHS HAVE ELAPSED SINCE THE EFFECTIVE DATE, WHETHER IN TORT, CONTRACT OR OTHERWISE, SHALL LICENSEE BE LIABLE TO DEVELOPER OR ANY AFFILIATE THE PRODUCT OF DEVELOPER OR ANY OTHER PERSON FOR (I) THE MONTHLY AVERAGE OF ALL CHARGES (EXCLUDING PASS-THROUGH EXPENSES) PAID BY FIDELITY HEREUNDER FOR EACH MONTH ELAPSED SINCE THE EFFECTIVE DATE, MULTIPLIED BY (II) [****]. (b) EXCEPT AS PROVIDED IN SECTION 15.2(d) (EXCLUSIONS) HEREOF, FIDELITY'S AGGREGATE LIABILITY TO VENDOR FOR ALL CAUSES OF ACTION OR CLAIMS, INCLUDING BREACH OF WARRANTY, BREACH OF CONTRACT, GROSS NEGLIGENCE, AND OTHER TORTS ARISING OUT OF OR RELATING TO THIS AGREEMENT, SHALL NOT EXCEED THE AMOUNT OWED TO VENDOR UNDER THE PARTICULAR WORK ORDER FROM WHICH SUCH CLAIMS AROSE. (c) NEITHER PARTY SHALL HAVE ANY INDIRECTLIABILITY, WHETHER BASED ON CONTRACT OR TORT (INCLUDING NEGLIGENCE) FOR ANY PUNITIVE, EXEMPLARY, CONSEQUENTIAL, SPECIAL, INCIDENTALINDIRECT OR INCIDENTAL LOSS OR DAMAGE SUFFERED BY THE OTHER PARTY, PUNITIVE INCLUDING LOSS OF DATA, PROFITS, INTEREST OR CONSEQUENTIAL DAMAGES REVENUE, OR USE OR INTERRUPTION OF ANY CHARACTER BUSINESS, ARISING FROM OR RELATED TO THIS AGREEMENT, EVEN IF LICENSEE SHALL HAVE BEEN INFORMED SUCH PARTY IS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES; OR (II) ANY AMOUNT IN EXCESS OF THE TOTAL AMOUNT PAID BY LICENSEE TO DEVELOPER UNDER THIS AGREEMENT TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH A CLAIM GIVING RISE TO LIABILITY IS MADE, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2, WHICH CLAIMS SHALL NOT BE SUBJECT TO ANY CAP ON LIABILITY. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENT.

Limitations on Liability. (a) EXCEPT WITH RESPECT TO INCIDENTS INVOLVING GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A VIOLATION OF APPLICABLE LAW THAT CONSTITUTES A FELONY, THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAWTOTAL AGGREGATE LIABILITY OF GPS TO USER FOR ALL DAMAGES AND OTHER LOSSES ARISING FROM ALL INCIDENTS OCCURRING DURING THE TERM OF THIS AGREEMENT THAT ARE IN ANY WAY RELATED TO THIS AGREEMENT OR THE SERVICES OF GPS, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORYREGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, WHETHER IN TORT, CONTRACT STRICT LIABILITY, BREACH OF WARRANTY, FAILURE OF ESSENTIAL PURPOSE OR OTHERWISE, SHALL LICENSEE BE LIABLE LIMITED TO DEVELOPER OR ANY AFFILIATE OF DEVELOPER OR ANY OTHER PERSON FOR THE GREATER OF: (IA) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER EVEN IF LICENSEE SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES; $***** OR (IIB) ANY THE AMOUNT IN EXCESS OF THE TOTAL AMOUNT CHARGES PAID BY LICENSEE USER TO DEVELOPER UNDER THIS AGREEMENT TWELVE GPS FOR STANDARD AND OPTIONAL SERVICES DURING THE CONSECUTIVE NINE (129) MONTHS PRIOR TO MONTH PERIOD PRECEDING THE DATE ON WHICH A GPS RECEIVES WRITTEN NOTICE FROM USER OF USER’S CLAIM GIVING RISE AGAINST GPS FOR DAMAGES OR OTHER LOSSES (INCLUDING AMOUNTS WHICH ARE REQUIRED TO LIABILITY IS MADE, BE REBATED PURSUANT TO EXHIBIT “B”). (b) EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT INCIDENTS INVOLVING GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A VIOLATION OF APPLICABLE LAW THAT CONSTITUTES A FELONY, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY INTELLECTUAL PROPERTY CLAIMS UNDER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR SPECIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS OR GOODWILL) IN ANY WAY RELATED TO THIS AGREEMENT OR THE SERVICES OF GPS, REGARDLESS OF THE THEORY ON WHICH SUCH LIABILITY IS BASED, AND EVEN IF SUCH OTHER PARTY HAS BEEN ADVISED OF THE LIKELIHOOD OF SUCH DAMAGES. (c) THIS SECTION 6.2.2, WHICH CLAIMS 15.2 SHALL NOT BE SUBJECT SERVE TO LIMIT GPS’S OBLIGATIONS FOR INDEMNIFICATION AGAINST CLAIMS IN WHICH IT IS ALLEGED THAT THE SYSTEM SOFTWARE, THE LICENSED SOFTWARE, OR ANY CAP ON LIABILITY. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMEDOTHER SOFTWARE UTILIZED BY GPS TO PROVIDE THE REPORTS OR OTHER SERVICES INFRINGE ANY PATENT, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENTCOPYRIGHT, OR TRADE SECRET BELONGING TO A THIRD PARTY.

Limitations on Liability. (a) SUBJECT TO SECTION 6.02, THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAWLIABILITIES OF PROVIDER AND ITS SUBSIDIARIES AND THEIR RESPECTIVE REPRESENTATIVES, COLLECTIVELY, UNDER NO CIRCUMSTANCES AND THIS AGREEMENT FOR ANY ACT OR FAILURE TO ACT IN CONNECTION HEREWITH (INCLUDING THE PERFORMANCE OR BREACH OF THIS AGREEMENT), OR FROM THE SALE, DELIVERY, PROVISION OR USE OF ANY SERVICES PROVIDED UNDER NO LEGAL THEORYOR CONTEMPLATED BY THIS AGREEMENT, WHETHER IN TORTCONTRACT, CONTRACT TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, SHALL LICENSEE NOT EXCEED 25% OF THE AGGREGATE CHARGES PAID AND PAYABLE UNDER THIS AGREEMENT TO SUCH PROVIDER IN RESPECT OF SUCH SERVICE; PROVIDED THAT, NOTWITHSTANDING THE FOREGOING, THE TOTAL LIABILITIES OF PROVIDER AND ITS SUBSIDIARIES AND THEIR RESPECTIVE REPRESENTATIVES, COLLECTIVELY, UNDER THIS AGREEMENT FOR ANY ACT OR FAILURE TO ACT IN CONNECTION HEREWITH (INCLUDING THE PERFORMANCE OR BREACH OF THIS AGREEMENT), OR FROM THE SALE, DELIVERY, PROVISION OR USE OF ANY SERVICES PROVIDED UNDER OR CONTEMPLATED BY THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, SHALL NOT EXCEED THE AGGREGATE AMOUNT OF FEES (EXCLUDING ANY FEES CHARGED BY PROVIDER FOR REIMBURSEMENT OF THIRD PARTY FEES) PAID OR PAYABLE BY THE RECIPIENT OVER THE PREVIOUS TWELVE MONTHS OR SINCE THE DATE OF THIS AGREEMENT (IF PRIOR TO THE FIRST ANNIVERSARY OF THIS AGREEMENT) WITH RESPECT TO THE SERVICES GIVING RISE TO SUCH LIABILITY. (b) IN NO EVENT SHALL EITHER PARTY, ITS SUBSIDIARIES OR THEIR RESPECTIVE REPRESENTATIVES BE LIABLE TO DEVELOPER OR ANY AFFILIATE OF DEVELOPER OR ANY THE OTHER PERSON PARTY FOR (I) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE PUNITIVE, EXEMPLARY, REMOTE, SPECULATIVE OR CONSEQUENTIAL SIMILAR DAMAGES OF ANY CHARACTER EVEN IF LICENSEE SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES; OR (II) ANY AMOUNT IN EXCESS OF COMPENSATORY DAMAGES OF THE TOTAL AMOUNT PAID BY LICENSEE TO DEVELOPER UNDER OTHER PARTY IN CONNECTION WITH THE PERFORMANCE OF THIS AGREEMENT TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH A CLAIM GIVING RISE TO OTHER THAN ANY SUCH LIABILITY IS MADE, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD A THIRD-PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2CLAIM), WHICH CLAIMS SHALL NOT BE SUBJECT TO ANY CAP ON LIABILITY. AND EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION HEREBY WAIVES ON BEHALF OF LIABILITY REFLECTS AN INFORMEDITSELF, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS ITS SUBSIDIARIES AND ITS REPRESENTATIVES ANY CLAIM FOR SUCH DAMAGES, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE. (KNOWN AND UNKNOWNc) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENTThe limitations in Section 6.01(a) and Section 6.01(b) shall not apply in respect of any Liability arising out of or in connection with (i) either Party’s Liability for breaches of confidentiality under Article V, (ii) the Parties’ respective obligations under Section 6.03 or 6.04 or (iii) the willful misconduct or fraud of or by the Party to be charged.

Limitations on Liability. YOU UNDERSTAND THAT, TO THE MAXIMUM EXTENT PERMISSIBLE PERMITTED UNDER APPLICABLE LAW, UNDER IN NO CIRCUMSTANCES AND UNDER NO LEGAL THEORYEVENT WILL WE OR OUR OFFICERS, WHETHER IN TORTEMPLOYEES, CONTRACT DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS OR OTHERWISE, SHALL LICENSEE LICENSORS BE LIABLE TO DEVELOPER OR FOR ANY AFFILIATE OF DEVELOPER OR ANY OTHER PERSON FOR (I) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, INCIDENTALCONSEQUENTIAL OR EXEMPLARY DAMAGES, PUNITIVE INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER OTHER INTANGIBLE LOSSES (EVEN IF LICENSEE SHALL SUCH PARTIES WERE ADVISED OF, KNEW OF OR SHOULD HAVE BEEN INFORMED KNOWN OF THE POSSIBILITY OF SUCH DAMAGES; ), RESULTING FROM YOUR (OR (IIANYONE USING YOUR ACCOUNT’S) ANY AMOUNT IN EXCESS USE OF THE TOTAL AMOUNT PAID BY LICENSEE TO DEVELOPER UNDER THIS AGREEMENT TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH A CLAIM GIVING RISE TO LIABILITY IS MADE, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2, WHICH CLAIMS SHALL NOT BE SUBJECT TO ANY CAP ON LIABILITY. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION MARKETPLACE AND/OR ARISING OUT OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST OR IN CONNECTION WITH THIS AGREEMENTTHE PUREDOCS DOCUMENTATION OR THE PUREDOCS SERVICES (INCLUDING BUT NOT LIMITED TO INADEQUACIES, ERRORS OR OMISSIONS). THE FOREGOING LIMITATIONS ON LIABILITY WILL BE APPLICABLE WHETHER ANY SUCH LOSS, DAMAGE OR EXPENSE ARISES IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO STRICT LIABILITY AND NEGLIGENCE) OR OTHERWISE, NOTWITHSTANDING FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Limitations on Liability. TO THE MAXIMUM EXTENT PERMISSIBLE IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN ANY THEORY OF TORT, CONTRACT CONTRACT, STRICT LIABILITY OR OTHERWISEOTHER LEGAL OR EQUITABLE THEORY FOR LOST PROFITS, SHALL LICENSEE BE LIABLE TO DEVELOPER OR ANY AFFILIATE OF DEVELOPER OR ANY OTHER PERSON FOR (I) ANY INDIRECTEXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, PUNITIVE OR INDIRECT, CONSEQUENTIAL DAMAGES OR THE LIKE, EACH OF ANY CHARACTER EVEN IF LICENSEE SHALL HAVE WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER THE PARTY HAD BEEN INFORMED ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; . IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY CLAIMS, LOSSES, INJURIES, SUITS, DEMANDS, JUDGMENTS, LIABILITIES, COSTS, EXPENSES OR DAMAGES FOR ANY CAUSE WHATSOEVER (IIINCLUDING, BUT NOT LIMITED TO, THOSE ARISING OUT OF OR RELATED TO THIS AGREEMENT) ANY AMOUNT IN EXCESS AND REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY, EXCEED THE TOTAL AMOUNT FEES PAID BY LICENSEE PREPA TO DEVELOPER CONTRACTOR UNDER THIS AGREEMENT TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH A CLAIM GIVING TASK ORDER THAT GAV E RISE TO SUCH CLAIM: PROVIDED, HOWEVER, SUCH LIMITATION OF LIABILITY IS MADE, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2, WHICH CLAIMS SHALL NOT BE SUBJECT APPLICABLE TO CONTRACTOR IN CASE OF ANY CAP ON LIABILITYDAMAGES RELATING TO, OR RES UL TING FROM FRAUD, NON-COMPLIANCE WITH APPLICABLE LAW, INCLUDING ENVIRONMENTAL LAWS, OR AS SET FORTH IN SECTION 4.3 OF THIS AGREEMENT. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION THE LIMITATIONS OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES PARTIES. THE LIMITATIONS SPECIFIED IN THIS SECTION 14.2 WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAV E FAILED OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENTITS ESSENTIAL PURPOSE.

Limitations on Liability. ARCHON SYSTEMS WILL HAVE NO LIABILITY WITH RESPECT TO ITS PARTNER PROGRAM(S) INCLUDING THE MAXIMUM EXTENT PERMISSIBLE REFERRAL PARTNER PROGRAM, THE INFLOW CLOUD™ SERVICES, THE ARCHON SYSTEM MATERIALS, THE ARCHON SYSTEMS TRADEMARKS, OR ARCHON SYSTEMS’ OBLIGATIONS UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT THIS AGREEMENT OR OTHERWISE, SHALL LICENSEE BE LIABLE TO DEVELOPER OR FOR ANY AFFILIATE OF DEVELOPER OR ANY OTHER PERSON FOR (I) ANY DIRECT, INDIRECT, INCIDENTAL, RELIANCE, SPECIAL, INCIDENTALCONSEQUENTIAL, PUNITIVE OR CONSEQUENTIAL EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSSES OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES RESULTING IN ANY CHARACTER WAY FROM THE INFLOW CLOUD™ SERVICES, THE ARCHON SYSTEMS TRADEMARKS, ARCHON SYSTEMS’ OBLIGATIONS UNDER THIS AGREEMENT, OR PARTNER’S PARTICIPATION OR INABILITY TO PARTICIPATE IN THE PARTNER PROGRAM, EVEN IF LICENSEE SHALL HAVE ARCHON SYSTEMS HAS BEEN INFORMED ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (II) . IN ANY AMOUNT IN EXCESS OF THE TOTAL AMOUNT PAID BY LICENSEE EVENT, ARCHON SYSTEMS’, LIABILITY TO DEVELOPER REFERRAL PARTNER UNDER THIS AGREEMENT TWELVE (12) MONTHS PRIOR FOR ANY REASON WILL BE LIMITED TO THE DATE ON WHICH A CLAIM COMMISSION PAID TO REFERRAL PARTNER BY ARCHON SYSTEMS DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY IS MADE, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2, WHICH CLAIMS SHALL NOT BE SUBJECT TO ANY CAP ON LIABILITYTHE CLAIM FOR DAMAGES. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION APPLIES TO ALL CAUSES OF LIABILITY REFLECTS AN INFORMEDACTION IN THE AGGREGATE, VOLUNTARY ALLOCATION BETWEEN THE PARTIES INCLUDING, BUT NOT LIMITED TO, BREACH OF THE RISKS (KNOWN CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENTOTHER TORTS.

Limitations on Liability. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE PERMITTED BY LAW, UNDER NO CIRCUMSTANCES MX, ITS AFFILIATES, AND UNDER NO LEGAL THEORYOUR AND THEIR RESPECTIVE THIRD- PARTY PROVIDERS, WHETHER PARTNERS, LICENSORS, EMPLOYEES, DISTRIBUTORS AND AGENTS SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAM AGES, CLAIM S OR LOSSES INCURRED, INCLUDING COM PENSATORY, INCIDENTAL, INDIRECT, DIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR EXEM PLARY DAM AGES, HOW EVER CAUSED AND W HETHER BASED IN TORTCONTRACT, CONTRACT TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, SHALL LICENSEE BE LIABLE INCLUDING DAMAGES FOR TELECOM MUNICATION FAILURES, LOSS, CORRUPTION, SECURITY OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF PROFITS, BUSINESS INTE RRUPTION, LOSS OF BUSINESS INFORM ATION, LOSS OF PRIVACY, OR PECUNIARY LOSS ARISING OUT OF YOUR USE OR YOUR INABILITY TO DEVELOPER USE THE SERVICES; ARISING IN CONNECTION WITH YOUR USE OF THE SITE OR THE SERVICES, INCLUDING ANY AFFILIATE INTERRUPTION, INACCURACY, ERROR OR OMISSION IN YOUR USE OF DEVELOPER THE SERVICES; ANY ACT OR ANY OTHER PERSON FOR (I) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OMISSION BY US IN ADMINISTERING THE SITE OR CONSEQUENTIAL DAMAGES THE SERVICES; OR THE PURCHASE OR USE OF ANY CHARACTER GOODS OR SERVICES OF MERCHANTS OR SUPPLIERS THROUGH THE SITE OR THE SERVICES, EVEN IF LICENSEE SHALL W E HAVE BEEN INFORMED ADVISED OF THE POSSIBILITY POSSIBILI TY OF SUCH DAMAGES; DAM AGES, CLAIM S, OR (II) LOSSES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. W E ASSUME NO RESPONSIBILITY FOR ANY AMOUNT IN EXCESS DAMAGE CAUSED BY YOUR ACCESS OR INABILITY TO ACCESS THE SITE OR THE SERVICES. THE LIMITATIONS OF DAM AGES SET FORTH HEREIN ARE FUNDAM ENTAL ELEM ENTS OF THE TOTAL AMOUNT PAID BY LICENSEE TO DEVELOPER UNDER THIS AGREEMENT TWELVE (12) MONTHS PRIOR TO BASIS OF THE DATE ON WHICH A CLAIM GIVING RISE TO LIABILITY IS MADE, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2, WHICH CLAIMS SHALL AGREEM ENT BETW EEN M X AND YOU. M X W OULD NOT BE SUBJECT ABLE TO ANY CAP ON LIABILITYPROVIDE THE SERVICES WITHOUT SUCH LIMITATIONS. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMEDDAM AGESIS AGREED TO BY YOU AND M X AND SURVIVES A FAILURE OF ITS ESSENTIAL PURPOSE. SOM E STATES DO NOT ALLOW LIMITATIONS ON INCIDENTAL OR CONSEQUENTIAL DAM AGES, VOLUNTARY ALLOCATION BETWEEN SO THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENTABOVE LIMITATION M AY NOT APPLY TO YOU.

Limitations on Liability. Q2 AND ITS LICENSOR(S) SHALL IN NO EVENT BE RESPONSIBLE OR LIABLE TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORYYOU OR TO ANY THIRD PARTY, WHETHER IN TORTCONTRACT, CONTRACT WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL LICENSEE BE LIABLE TO DEVELOPER OR ANY AFFILIATE OF DEVELOPER OR ANY OTHER PERSON FOR (I) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, REVENUE OR CONSEQUENTIAL DAMAGES BUSINESS, ARISING IN WHOLE OR IN PART FROM (I) YOUR ACCESS OR USE OF THE SERVICE OR THESE TERMS, (II) ANY CHARACTER TRANSACTION CONDUCTED THROUGH OR FACILITATED BY THE SERVICE, (III) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS OR OTHER INACCURACIES IN THE SERVICES, (IV) ANY LATE PAYMENTS, PENALTIES OR OTHER LIABILITIES YOU MAY INCUR AS A RESULT OF MISSED OR LATE PAYMENTS THAT OCCUR IN CONNECTION WITH YOUR USE OF THE SERVICE, INCLUDING FAILURE BY A BILLING ENTITY TO SWITCH YOUR ACCOUNTS, OR (V) UNAUTHORIZED ACCESS TO OR ALTERATION OR LOSS OF YOUR TRANSMISSIONS OR DATA, IN EACH CASE EVEN IF LICENSEE SHALL HAVE Q2 AND/OR ITS LICENSOR(S) HAS BEEN INFORMED ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (II) . NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, Q2’S AND ITS LICENSOR’S AGGREGATE LIABILITY TO YOU FOR ANY AMOUNT IN EXCESS CAUSE WHATEVER AND REGARDLESS OF THE TOTAL AMOUNT PAID BY LICENSEE TO DEVELOPER UNDER THIS AGREEMENT TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH A CLAIM GIVING RISE TO LIABILITY IS MADE, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2, WHICH CLAIMS SHALL NOT BE SUBJECT TO ANY CAP ON LIABILITY. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES FORM OF THE RISKS ACTION, WILL AT ALL TIMES BE LIMITED TO $500.00 (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENTFIVE HUNDRED UNITED STATES DOLLARS).

Limitations on Liability. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT OR OTHERWISE, SHALL LICENSEE WILL EITHER PARTY BE LIABLE TO DEVELOPER OR ANY AFFILIATE OF DEVELOPER OR ANY THE OTHER PERSON PARTY FOR (I) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE CONSEQUENTIAL, SPECIAL OR CONSEQUENTIAL EXEMPLARY DAMAGES OF ANY CHARACTER (EVEN IF LICENSEE SHALL HAVE THAT PARTY HAS BEEN INFORMED ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (II) ANY AMOUNT IN EXCESS ), ARISING FROM BREACH OF THE TOTAL AMOUNT PAID AGREEMENT, THE SALE OF PROPERTY, OR ARISING FROM ANY OTHER PROVISION OF THIS AGREEMENT, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS (COLLECTIVELY, "DISCLAIMED DAMAGES"); PROVIDED THAT EACH PARTY WILL REMAIN LIABLE TO THE OTHER PARTY TO THE EXTENT ANY DISCLAIMED DAMAGES ARE CLAIMED BY LICENSEE A THIRD PARTY AND ARE SUBJECT TO DEVELOPER INDEMNIFICATION PURSUANT TO SECTION 14. LIABILITY ARISING UNDER THIS AGREEMENT TWELVE (12) MONTHS PRIOR BE LIMITED TO DIRECT, OBJECTIVELY MEASURABLE DAMAGES. THE MAXIMUM LIABILITY OF ONE PARTY TO THE DATE ON WHICH A CLAIM GIVING RISE TO LIABILITY IS MADE, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD OTHER PARTY INTELLECTUAL PROPERTY FOR ANY CLAIMS UNDER SECTION 6.2.2, WHICH CLAIMS SHALL NOT BE SUBJECT TO ANY CAP ON LIABILITY. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST ARISING IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED THE AGGREGATE AMOUNT OF PAYMENT OBLIGATIONS OWED TO THE OTHER PARTY HEREUNDER IN THE YEAR IN WHICH LIABILITY ACCRUES; PROVIDED THAT EACH PARTY WILL REMAIN LIABLE FOR THE AGGREGATE AMOUNT OF ANY PAYMENT OBLIGATIONS OWED TO THE OTHER PARTY PURSUANT TO THE AGREEMENT. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, OWNER'S LIABILITY IS NOT LIMITED UNDER THIS AGREEMENT WITH RESPECT TO LIABILITY ARISING FROM OWNER'S FAILURE TO SATISFY TIMELY ALL CONDITIONS PRECEDENT.

Limitations on Liability. CLICKSWITCH AND ITS LICENSOR(S) SHALL IN NO EVENT BE RESPONSIBLE OR LIABLE TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORYYOU OR TO ANY THIRD PARTY, WHETHER IN TORTCONTRACT, CONTRACT WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL LICENSEE BE LIABLE TO DEVELOPER OR ANY AFFILIATE OF DEVELOPER OR ANY OTHER PERSON FOR (I) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, REVENUE OR CONSEQUENTIAL DAMAGES BUSINESS, ARISING IN WHOLE OR IN PART FROM (I) YOUR ACCESS OR USE OF THE SERVICE OR THESE TERMS, (II) ANY CHARACTER TRANSACTION CONDUCTED THROUGH OR FACILITATED BY THE SERVICE, (III) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS OR OTHER INACCURACIES IN THE SERVICES, (IV) ANY LATE PAYMENTS, PENALTIES OR OTHER LIABILITIES YOU MAY INCUR AS A RESULT OF MISSED OR LATE PAYMENTS THAT OCCUR IN CONNECTION WITH YOUR USE OF THE SERVICE, INCLUDING FAILURE BY A BILLING ENTITY TO SWITCH YOUR ACCOUNTS, OR (V) UNAUTHORIZED ACCESS TO OR ALTERATION OR LOSS OF YOUR TRANSMISSIONS OR DATA, IN EACH CASE EVEN IF LICENSEE SHALL HAVE CLICKSWITCH AND/OR ITS LICENSOR(S) HAS BEEN INFORMED ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (II) . NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, CLICKSWITCH’S AND ITS LICENSOR’S AGGREGATE LIABILITY TO YOU FOR ANY AMOUNT IN EXCESS CAUSE WHATEVER AND REGARDLESS OF THE TOTAL AMOUNT PAID BY LICENSEE TO DEVELOPER UNDER THIS AGREEMENT TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH A CLAIM GIVING RISE TO LIABILITY IS MADE, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2, WHICH CLAIMS SHALL NOT BE SUBJECT TO ANY CAP ON LIABILITY. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES FORM OF THE RISKS ACTION, WILL AT ALL TIMES BE LIMITED TO $500.00 (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENTFIVE HUNDRED UNITED STATES DOLLARS).

Limitations on Liability. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW(i) EXCEPT AS EXPRESSLY SET FORTH IN SECTIONS 19, UNDER 22 AND 39, IN NO CIRCUMSTANCES EVENT SHALL EITHER PARTY OR ANY OF ITS AFFILIATES BE LIABLE FOR INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF PROFITS OR BUSINESS INTERRUPTION, HOWEVER CAUSED AND UNDER NO LEGAL THEORYON ANY THEORY OF LIABILITY, WHETHER IN TORTCONTRACT, CONTRACT STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE) BREACH OF STATUTORY DUTY OR OTHERWISE, IN CONNECTION WITH OR ARISING IN ANY WAY OUT OF THE TERMS OF THIS AGREEMENT OR THE PERFORMANCE HEREOF, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (ii) NOTWITHSTANDING ANYTHING SET FORTH HEREIN OR IN ANY OTHER AGREEMENT BETWEEN LANDLORD AND TENANT TO THE CONTRARY: (A) LANDLORD SHALL LICENSEE NOT BE LIABLE TO DEVELOPER OR ANY AFFILIATE OF DEVELOPER TENANT OR ANY OTHER PERSON FOR (IAND TENANT AND EACH SUCH OTHER PERSON ASSUME ALL RISK OF) ANY INDIRECTLOSS, SPECIALDAMAGE OR INJURY, INCIDENTAL, PUNITIVE WHETHER ACTUAL OR CONSEQUENTIAL DAMAGES TO: TENANT’S PERSONAL PROPERTY OF EVERY KIND AND DESCRIPTION, INCLUDING, WITHOUT LIMITATION TRADE FIXTURES, EQUIPMENT, INVENTORY, SCIENTIFIC RESEARCH, SCIENTIFIC EXPERIMENTS, LABORATORY ANIMALS, PRODUCT, SPECIMENS, SAMPLES, AND/OR SCIENTIFIC, BUSINESS, ACCOUNTING AND OTHER RECORDS OF EVERY KIND AND DESCRIPTION KEPT AT THE PREMISES AND ANY CHARACTER EVEN IF LICENSEE AND ALL INCOME DERIVED OR DERIVABLE THEREFROM; (B) THERE SHALL HAVE BEEN INFORMED OF BE NO PERSONAL RECOURSE TO LANDLORD FOR ANY ACT OR OCCURRENCE IN, ON OR ABOUT THE POSSIBILITY OF SUCH DAMAGES; PREMISES OR (II) ARISING IN ANY AMOUNT IN EXCESS OF THE TOTAL AMOUNT PAID BY LICENSEE TO DEVELOPER WAY UNDER THIS LEASE OR ANY OTHER AGREEMENT TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH A CLAIM GIVING RISE TO LIABILITY IS MADE, EXCEPT BETWEEN LANDLORD AND TENANT WITH RESPECT TO DEVELOPERTHE SUBJECT MATTER HEREOF AND ANY LIABILITY OF LANDLORD HEREUNDER SHALL BE STRICTLY LIMITED SOLELY TO LANDLORD’S INDEMNIFICATION OBLIGATION WITH INTEREST IN THE PROJECT OR ANY PROCEEDS FROM SALE OR CONDEMNATION THEREOF, ANY INSURANCE PROCEEDS PAYABLE IN RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2, WHICH CLAIMS SHALL NOT BE SUBJECT TO ANY CAP ON LIABILITY. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN LANDLORD’S INTEREST IN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST PROJECT OR IN CONNECTION WITH THIS AGREEMENT.ANY SUCH LOSS AND BASE RENT COLLECTED BY LANDLORD FROM AND AFTER ANY JUDICIAL ADJUDICATION OF

Limitations on Liability. The OpenNMS Group will not be obligated to pay any amounts in connection with a Claim related to any period of time during which Client does not have active, fully-paid Subscriptions related to the Covered Software. The OpenNMS Group will have no obligation to Client under this Agreement if, as of the Effective Date, Client has received notice of allegations of infringement or is engaged in litigation concerning the subject matter of what would otherwise be a Claim under this Agreement or with respect to a product substantially similar to the Covered Software. IT IS THE OPENNMS GROUP'S INTENT TO PROVIDE CLIENT A SET OF PROTECTIONS UNDER THIS AGREEMENT RELATED TO CLAIMS (AS DEFINED ABOVE). IT IS NOT, HOWEVER, THE OPENNMS GROUP'S INTENT TO EXPAND THE OPENNMS GROUP'S TOTAL LIABILITY TO CLIENT IN EXCESS OF THE LIABILITY LIMITATIONS SET FORTH UNDER EXISTING SUPPORT AGREEMENT(S) WITH CLIENT. IN THIS REGARD, THE OPENNMS GROUP'S AND ITS AFFILIATES' AGGREGATE AND CUMULATIVE LIABILITY UNDER BOTH THIS AGREEMENT AND THE SUPPORT AGREEMENT(S) SHALL BE SUBJECT TO THE MAXIMUM EXTENT PERMISSIBLE LIMITATIONS OF LIABILITY CONTAINED IN THE SUPPORT AGREEMENT(S) IN EFFECT AS OF THE DATE OF A CLAIM; PROVIDED, HOWEVER, IN NO EVENT WILL THE OPENNMS GROUP'S AND ITS AFFILIATES' AGGREGATE AND CUMULATIVE LIABILITY TO CLIENT ARISING OUT OF OR RELATING TO ANY AND ALL CLAIMS UNDER APPLICABLE LAWTHIS AGREEMENT EXCEED THE TOTAL FEES PAID TO THE OPENNMS GROUP IN RESPECT OF CLIENT'S PURCHASES OF SUBSCRIPTIONS (DIRECTLY OR INDIRECTLY FROM A THE OPENNMS GROUP RESELLER) DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY FOR THE OPENNMS GROUP FOR CLAIMS UNDER THIS AGREEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR THE SUPPORT AGREEMENT(S), UNDER IN NO CIRCUMSTANCES AND UNDER NO LEGAL THEORYEVENT WILL THE OPENNMS GROUP OR ITS AFFILIATES BE LIABLE TO CLIENT OR ITS AFFILIATES FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, WHETHER ARISING IN TORT, CONTRACT CONTRACT, OR OTHERWISE; OR FOR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY MALFUNCTIONS, SHALL LICENSEE BE LIABLE TO DEVELOPER DELAYS, LOSS OF DATA, LOST PROFITS, LOST SAVINGS, INTERRUPTION OF SERVICE, LOSS OF BUSINESS OR ANY AFFILIATE OF DEVELOPER OR ANY OTHER PERSON FOR (I) ANY INDIRECTANTICIPATORY PROFITS, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER EVEN IF LICENSEE SHALL THE OPENNMS GROUP OR ITS AFFILIATES HAVE BEEN INFORMED ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR . This Agreement sets forth Client's exclusive remedies and The OpenNMS Group's sole obligations for claims arising from or related to copyrights, patents, trademarks and trade secrets and supersedes any other The OpenNMS Group obligation related to the subject matter of this Agreement (IIincluding, but not limited to, indemnification, breach of warranty, and/or breach of contract under the Support Agreement(s) ANY AMOUNT IN EXCESS OF THE TOTAL AMOUNT PAID BY LICENSEE TO DEVELOPER UNDER THIS AGREEMENT TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH A CLAIM GIVING RISE TO LIABILITY IS MADEor otherwise). For the avoidance of doubt, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2the terms of Section 1 above shall apply in the place of, WHICH CLAIMS SHALL NOT BE SUBJECT TO ANY CAP ON LIABILITYand the Client expressly waives any rights and releases The OpenNMS Group from, any obligations under the terms of any other warranties or terms relating to intellectual property rights or remedies, including without limitation Open Source Assurance terms or conditions that may be included in the Support Agreement(s). EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMEDIf there are any other applicable indemnity coverage or remedies available to Client related to intellectual property infringement, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENTClient agrees that the total of all benefits payable under all such provisions will not exceed the total damages, costs, and expenses incurred by Client, and that The OpenNMS Group will pay only its proportional share of such total damages, costs, and expenses, subject to the immediately preceding paragraph above.

Limitations on Liability. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAWCUMULATIVE AGGREGATE LIABILITIES OF THE PROVIDER AND ITS SUBSIDIARIES AND THEIR RESPECTIVE REPRESENTATIVES, COLLECTIVELY, UNDER NO CIRCUMSTANCES AND THIS AGREEMENT FOR ANY ACT OR FAILURE TO ACT IN CONNECTION HEREWITH (INCLUDING THE PERFORMANCE OR BREACH OF THIS AGREEMENT), OR FROM THE SALE, DELIVERY, PROVISION OR USE OF ANY SERVICES PROVIDED UNDER NO LEGAL THEORYOR CONTEMPLATED BY THIS AGREEMENT, WHETHER IN TORTCONTRACT, CONTRACT TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, SHALL LICENSEE BE LIABLE TO DEVELOPER NOT EXCEED: (X) IF THE SERVICES WERE PERFORMED BY SUCH PROVIDER FOR LESS THAN SIX (6) MONTHS, THE AGGREGATE CHARGES PAID OR ANY AFFILIATE OF DEVELOPER OR ANY OTHER PERSON FOR (I) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER EVEN IF LICENSEE SHALL THAT OTHERWISE WOULD HAVE BEEN INFORMED OF PAYABLE TO SUCH PROVIDER BY THE POSSIBILITY OF SUCH DAMAGES; OR (II) ANY AMOUNT IN EXCESS OF THE TOTAL AMOUNT PAID BY LICENSEE RECIPIENT PURSUANT TO DEVELOPER UNDER THIS AGREEMENT TWELVE DURING THE SIX (126)-MONTH PERIOD FOLLOWING THE EFFECTIVE TIME OF THIS AGREEMENT, (Y) IF THE SERVICES WERE PERFORMED BY SUCH PROVIDER FOR SIX (6) MONTHS PRIOR OR LONGER, THE AGGREGATE CHARGES PAID AND PAYABLE TO SUCH PROVIDER BY THE DATE ON WHICH A CLAIM RECIPIENT PURSUANT TO THIS AGREEMENT DURING THE SIX (6)-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY IS MADE, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2, WHICH CLAIMS SHALL NOT BE SUBJECT TO ANY CAP ON LIABILITY. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENTSUCH LIABILITIES.

Limitations on Liability. EXCEPT FOR BREACH OF SECTIONS 7 AND 11, GROSS NEGLIGENCE OR WILFUL MISCONDUCT, OR CUSTOMER’S ACTUAL OR THREATENED INFRINGEMENT OR MISAPPROPRIATION OF CLOUDCHECKR’S INTELLECTUAL PROPERTY, NEITHER PARTY'S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL EXCEED THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAWAMOUNT PAID BY CUSTOMER HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT, UNDER PROVIDED THAT IN NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR OTHERWISE, SHALL LICENSEE BE LIABLE RELATED TO DEVELOPER OR ANY AFFILIATE OF DEVELOPER OR ANY OTHER PERSON FOR (I) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER EVEN IF LICENSEE SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES; OR (II) ANY AMOUNT IN EXCESS OF THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY LICENSEE TO DEVELOPER UNDER THIS AGREEMENT TWELVE (12) MONTHS PRIOR TO CUSTOMER HEREUNDER. THE DATE ON WHICH A CLAIM GIVING RISE TO LIABILITY ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS MADEIN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. HOWEVER, EXCEPT WITH RESPECT TO DEVELOPERTHE ABOVE LIMITATIONS WILL NOT LIMIT CUSTOMER'S PAYMENT OBLIGATIONS. NOTWITHSTANDING THE FOREGOING, CUSTOMER ACKNOWLEDGES AND AGREES THAT ANY INFRINGEMENT OR MISAPPROPRIATION OF CLOUDCHECKR’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2MAY CAUSE IRREPARABLE HARM TO CLOUDCHECKR. AS A RESULT THEREOF, WHICH CLAIMS SHALL NOT BE SUBJECT IN ADDITION TO ANY CAP ON LIABILITY. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OTHER REMEDIES AVAILABLE, CLOUDCHECKR SHALL BE ENTITLED TO SEEK INJUNCTIVE AND OTHER EXTRAORDINARY RELIEF CONCERNING ANY THREATENED OR ACTUAL INFRINGEMENT OR MISAPPROPRIATION OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENTCLOUDCHECKR’S INTELLECTUAL PROPERTY.

Limitations on Liability. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAWEXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION 13, UNDER IN NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT OR OTHERWISE, EVENT SHALL LICENSEE EITHER PARTY BE LIABLE TO DEVELOPER OR ANY AFFILIATE OF DEVELOPER OR ANY THE OTHER PERSON FOR (I) ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTALOR PUNITIVE DAMAGES ARISING FROM ANY CLAIM OR ACTION BASED ON CONTRACT, PUNITIVE TORT OR CONSEQUENTIAL DAMAGES OTHER LEGAL THEORY. SNAPPET SHALL NOT BE LIABLE FOR PARTNER DISTRICT'S INABILITY TO USE THE PLATFORM OR HARDWARE DUE TO (I) SCHEDULED DOWNTIME, WHICH SNAPPET WILL ATTEMPT TO SCHEDULE WHEN DISTRICT SCHOOLS ARE NOT IN SESSION AND ABOUT WHICH SNAPPET WILL GIVE PARTNER DISRTRICT 14 DAYS ADVANCE WRITTEN NOTICE; (II) UNAVAILABILITY DUE TO FACTORS OUTSIDE OF ANY CHARACTER EVEN IF LICENSEE SHALL HAVE BEEN INFORMED SNAPPET’S REASONABLE CONTROL, INCLUDING WITHOUT LIMITATION, ACTS OF GOD, ACTS OF GOVERNMENT, FLOOD, FIRE, EARTHQUAKES, CIVIL UNREST, ACTS OF TERROR, STRIKES OR OTHER LABOR PROBLEMS (OTHER THAN THOSE INVOLVING SNAPPET’S EMPLOYEES); (III) UNAVAILABILITY THAT RESULTS FROM EQUIPMENT AND/OR SOFTWARE OF THIRD PARTIES WHERE SUCH EQUIPMENT AND/OR SOFTWARE IS NOT WITHIN THE REASONABLE CONTROL OF SNAPPET; (IV) UNAVAILABILITY CAUSED BY ABUSE OR MISUSE OF THE POSSIBILITY OF SUCH DAMAGESPLATFORM OR HARDWARE (OR ANY COMPONENT THEREOF) BY PARTNER DISTRICT OR ITS LICENSED USERS; OR (IIV) ANY AMOUNT IN EXCESS UNAVAILABILITY CAUSED BY USE OR MAINTENANCE OF THE TOTAL AMOUNT PAID PLATFORM OR HARDWARE BY LICENSEE TO DEVELOPER UNDER THIS AGREEMENT TWELVE (12) MONTHS PRIOR PARTNER DISTRICT IN A MANNER NOT MATERIALLY CONFORMING TO THE DATE ON WHICH A CLAIM GIVING RISE GUIDANCE PROVIDED BY SNAPPET OR IN THE AGREEMENT. SNAPPET’S AGGREGATE LIABILITY TO LIABILITY IS MADE, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS THE PARTNER DISTRICT UNDER SECTION 6.2.2, WHICH CLAIMS ANY THEORY OR FOR ANY REASON SHALL NOT BE SUBJECT TO ANY CAP ON LIABILITY. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENTEXCEED $10,000.

Limitations on Liability. NOTWITHSTANDING ANYTHING TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAWCONTRARY IN THIS AGREEMENT, UNDER IN NO CIRCUMSTANCES EVENT SHALL ONECAUSE OR ANY OF ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, SUPPLIERS AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT OR OTHERWISE, SHALL LICENSEE REPRESENTATIVES (THE "ONECAUSE GROUP") BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES TO DEVELOPER CUSTOMER OR TO ANY THIRD PARTY, INCLUDING WITHOUT LIMITATION LOST PROFITS OR ANY AFFILIATE OF DEVELOPER OR ANY OTHER PERSON FOR (I) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR RESULTING FROM THE USE OR INABILITY TO USE THE SERVICES OR MATERIALS, OR ANY CHARACTER EVEN IF LICENSEE SHALL HAVE BEEN INFORMED LOSS OF THE POSSIBILITY USE OF SUCH DAMAGES; OR (II) ANY DATA IN AN AMOUNT IN EXCESS OF THE TOTAL AMOUNT GREATER OF: (A) THE AGGREGATE FEES PAID BY LICENSEE CUSTOMER TO DEVELOPER UNDER THIS AGREEMENT TWELVE ONECAUSE FOR THE PRODUCTS AND SERVICES HEREUNDER; OR (12B) MONTHS PRIOR TO THE DATE ON WHICH A CLAIM GIVING RISE TO LIABILITY IS MADE, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2, WHICH CLAIMS SHALL NOT BE SUBJECT TO ANY CAP ON LIABILITY$1,000. EACH PARTY ACKNOWLEDGES CUSTOMER AGREES THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN ON DAMAGES IN THIS PARAGRAPH IS INCLUDED AS A MATERIAL INDUCEMENT TO ONECAUSE TO ENTER INTO THIS AGREEMENT AND THAT THE PARTIES OF PRICING AND OTHER TERMS MADE AVAILABLE TO CUSTOMER WOULD NOT HAVE BEEN AVAILABLE IF THIS PARAGRAPH WERE NOT INCLUDED IN THE RISKS AGREEMENT. THE CUSTOMER SHALL BE PRECLUDED FROM MAKING ANY SUCH CLAIM FOR DAMAGES IF SUCH CLAIM IS NOT MADE WITHIN THE ONE (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENT1)-YEAR PERIOD FOLLOWING THE EVENT DATE.

Limitations on Liability. EXCEPT FOR A BREACH OF THIS XXXX BY YOU (SUCH AS, FOR EXAMPLE, A COMMERCIAL USE OF THE APP IN VIOLATION OF THESE TERMS OF USE), A VIOLATION OF INTELLECTUAL PROPERTY RIGHTS OR INDEMNIFICATION OBLIGATIONS OR WITH RESPECT TO PRODUCTS OR SERVICES THAT CORNELL PROVIDES TO A SPECIFIC CONSUMER FOR A FEE WHICH SHALL BE GOVERNED BY ITS OWN CONTRACTUAL TERMS, TO THE MAXIMUM EXTENT PERMISSIBLE UNDER PERMITTED BY APPLICABLE LAW, UNDER IN NO CIRCUMSTANCES AND UNDER NO LEGAL THEORYEVENT SHALL YOU OR CORNELL AND/OR ITS AFFILIATES, LICENSORS, LICENSEES, SUCCESSORS OR ASSIGNS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA, GOODWILL OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE APP, THE DELAY OR INABILITY TO USE THE APP, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES AND/OR FUNCTIONALITY OF THE APP, OR FOR ANY CONTENT, PRODUCTS OR SERVICES OBTAINED OR PURCHASED THROUGH THE APP, OR OTHERWISE ARISING OUT OF THE USE OF THE APP, WHETHER IN BASED ON CONTRACT, TORT, CONTRACT NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, SHALL LICENSEE BE LIABLE TO DEVELOPER EVEN IF CORNELL AND/OR ANY AFFILIATE OF DEVELOPER ITS AFFILIATES, LICENSORS, LICENSEES, SUCCESSORS OR ANY OTHER PERSON FOR (I) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER EVEN IF LICENSEE SHALL HAVE ASSIGNS HAS BEEN INFORMED ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; . IN STATES AND JURISDICTIONS IN WHICH LIMITATIONS OF LIABILITY FOR CONSEQUENTIAL OR (II) INCIDENTAL DAMAGES ARE PROHIBITED, SUCH LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED. IF YOU ARE DISSATISFIED WITH ANY AMOUNT IN EXCESS PORTION OF THE TOTAL AMOUNT PAID BY LICENSEE APP OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DEVELOPER UNDER THIS AGREEMENT TWELVE (12) MONTHS PRIOR TO DISCONTINUE USING THE DATE ON WHICH A CLAIM GIVING RISE TO LIABILITY IS MADEAPP. Modification or Suspension of the App and Right to Terminate Your Use of the App. Cornell reserves the right to change, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2suspend or discontinue any aspect of the App at any time and from time to time, WHICH CLAIMS SHALL NOT BE SUBJECT TO ANY CAP ON LIABILITYin our sole discretion and without notice or liability, including by adding or eliminating certain features or discontinuing the App entirely. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMEDAny description of features on the App shall not be considered to be a representation by Cornell that such features will always be included on the App. From time to time, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENTCornell may restrict access to some or all of the App. Cornell also reserves the right to terminate or suspend your use of or access to the App, without notice or liability, for any reason or no reason at Cornell’s sole discretion. Accordingly, for any reason, and without notice, all or any part of the App may become unavailable to you at any time and for any period.

Limitations on Liability. ONGAGE'S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO ANY DISPUTE WITH ONGAGE (INCLUDING WITHOUT LIMITATION YOUR USE OF THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAWSERVICES) IS TO DISCONTINUE YOUR USE OF THE SERVICES. ONGAGE AND ITS AFFILIATES, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORYOR THEIR RESPECTIVE DIRECTORS, WHETHER IN TORTOFFICERS, CONTRACT EMPLOYEES, SERVANTS OR OTHERWISE, AGENTS SHALL LICENSEE NOT BE LIABLE TO DEVELOPER OR FOR ANY AFFILIATE OF DEVELOPER OR ANY OTHER PERSON FOR (I) ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING FROM YOUR USE OF THE SERVICES OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OR REGISTRATION TO THE SERVICES. THESE EXCLUSIONS FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES INCLUDE, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY CHARACTER OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF LICENSEE SHALL HAVE ONGAGE HAD BEEN INFORMED ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (II) ANY AMOUNT IN EXCESS THEREOF AND REGARDLESS OF THE TOTAL LEGAL OR EQUITABLE THEORY UPON WHICH THE CLAIM IS BASED. ONGAGE'S LIABILITY, AND (AS APPLICABLE) THE LIABILITY OF ONGAGE’S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE AMOUNT OF FEES YOU PAID BY LICENSEE TO DEVELOPER UNDER THIS AGREEMENT TWELVE (12) ONGAGE IN THE 3 MONTHS PRIOR TO THE DATE ON WHICH A CLAIM ACTION GIVING RISE TO LIABILITY IS MADE, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2, WHICH CLAIMS SHALL NOT BE SUBJECT TO ANY CAP ON LIABILITY. EACH PARTY ACKNOWLEDGES THAT THIS BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY REFLECTS AN INFORMEDFOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, VOLUNTARY ALLOCATION BETWEEN IN SUCH JURISDICTIONS, ONGAGE’S LIABILITY SHALL BE LIMITED TO THE PARTIES EXTENT PERMITTED BY LAW. CUSTOMER ACKNOWLEDGES AND AGREES THAT WITHOUT THE FOREGOING EXCLUSIONS AND LIMITATIONS OF LIABILITY, ONGAGE WOULD NOT BE ABLE TO OFFER THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENTSITE OR THE SERVICES.

Limitations on Liability. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAWUNLESS EXPRESSLY HEREIN PROVIDED, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT ANY INDEMNITY PROVISION OR OTHERWISE, EXCEPT UNDER ARTICLE 11 IN RESPECT OF THIRD PARTY CLAIMS FOR DAMAGE TO OR DESTRUCTION OF PROPERTY (WHICH FOR PURPOSES HEREOF SHALL LICENSEE BE LIABLE DEEMED TO DEVELOPER INCLUDE AMOUNTS PAID TO THIRD-PARTIES AS A RESULT OF OR RELATING TO PRE-CLOSING ENVIRONMENTAL CONDITIONS AND OTHER ENVIRONMENTAL LIABILITIES) OF, OR DEATH OF OR BODILY INJURY TO, ANY PERSON. UNLESS EXPRESSLY HEREIN PROVIDED, AND SUBJECT TO THE PROVISIONS OF ARTICLE 12, IT IS THE INTENT OF THE PARTIES THAT THE LIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES, INCLUDING THE LIMITATIONS OF LIABILITY AND THE EXCLUSION OF CONSEQUENTIAL DAMAGES, BE WITHOUT REGARD TO THE CAUSE OR CAUSES RELATED THERETO, INCLUDING THE NEGLIGENCE OF ANY PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, OR ACTIVE OR PASSIVE, AND SHALL APPLY IRRESPECTIVE OF WHETHER A PARTY OR ANY AFFILIATE OF DEVELOPER THEREOF, OR ANY OTHER PERSON FOR PARTNER, MEMBER, SHAREHOLDER, OFFICER, DIRECTOR OR EMPLOYEE OF A PARTY OR AN AFFILIATE THEREOF, ASSERTS A THEORY OF LIABILITY IN CONTRACT, TORT, NEGLIGENCE, MISREPRESENTATION (I) INCLUDING NEGLIGENT MISREPRESENTATION), STRICT LIABILITY, STATUTORY LIABILITY, OR ANY INDIRECTTHEORY OF LIABILITY. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, SPECIALINCLUDING TERMINATION FEES, INCIDENTALTHE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, PUNITIVE OR CONSEQUENTIAL OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES OF ANY CHARACTER EVEN IF LICENSEE SHALL HAVE BEEN INFORMED CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE POSSIBILITY OF SUCH DAMAGES; HARM OR (II) ANY AMOUNT IN EXCESS OF THE TOTAL AMOUNT PAID BY LICENSEE TO DEVELOPER UNDER THIS AGREEMENT TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH A CLAIM GIVING RISE TO LIABILITY IS MADE, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2, WHICH CLAIMS SHALL NOT BE SUBJECT TO ANY CAP ON LIABILITY. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENTLOSS.

Limitations on Liability. (a) BUYER ACKNOWLEDGES AND AGREES THAT THE REMEDIES SET FORTH IN ARTICLE VIII, ARTICLE X AND THIS ARTICLE XI, INCLUDING THE DEDUCTIBLES, LIABILITY LIMITS AND SURVIVAL PERIODS SET FORTH ABOVE AND THE DISCLAIMERS SET FORTH IN SECTION 6.5 AND SECTION 6.6, ARE INTENDED TO BE, AND SHALL BE, THE EXCLUSIVE REMEDIES OF BUYER WITH RESPECT TO ANY ASPECT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. BUYER HEREBY RELEASES, WAIVES AND DISCHARGES, AND COVENANTS NOT TO XXX WITH RESPECT TO, ANY CAUSE OF ACTION OR CLAIM NOT EXPRESSLY PROVIDED FOR IN THIS AGREEMENT TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE PERMITTED BY LAW. (b) SELLERS ACKNOWLEDGE AND AGREE THAT THE REMEDIES SET FORTH IN ARTICLE VIII, UNDER ARTICLE X AND THIS ARTICLE XI, INCLUDING THE SURVIVAL PERIODS SET FORTH HEREIN, ARE INTENDED TO BE, AND SHALL BE, THE EXCLUSIVE REMEDIES OF SELLERS WITH RESPECT TO ANY ASPECT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. SELLERS HEREBY RELEASE, WAIVE AND DISCHARGE, AND COVENANT NOT TO XXX WITH RESPECT TO, ANY CAUSE OF ACTION OR CLAIM NOT EXPRESSLY PROVIDED FOR IN THIS AGREEMENT TO THE MAXIMUM EXTENT PERMITTED BY LAW. (c) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, FROM AND AFTER THE CLOSING, NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT OR OTHERWISE, PARTY HERETO SHALL LICENSEE BE LIABLE ENTITLED TO DEVELOPER OR ANY AFFILIATE OF DEVELOPER OR RECOVER FROM ANY OTHER PERSON FOR (I) PARTY HERETO ANY INDIRECTAMOUNT IN RESPECT OF EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTALINDIRECT, PUNITIVE CONSEQUENTIAL, REMOTE OR CONSEQUENTIAL SPECULATIVE DAMAGES OF ANY CHARACTER EVEN IF LICENSEE SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES; OR (II) ANY AMOUNT IN EXCESS OF THE TOTAL AMOUNT PAID BY LICENSEE TO DEVELOPER UNDER THIS AGREEMENT TWELVE (12) MONTHS PRIOR LOST PROFITS TO THE DATE ON WHICH A CLAIM GIVING RISE TO LIABILITY IS MADEEXTENT ANY SUCH DAMAGES EXCEED $25,000,000 IN THE AGGREGATE, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2, WHICH CLAIMS SHALL NOT BE SUBJECT TO ANY CAP ON LIABILITY. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION REGARDLESS OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENTWHETHER SUCH DAMAGES ARISE FROM ONE OR MULTIPLE CLAIMS.

Limitations on Liability. TO THE MAXIMUM FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY AND ITS AFFILIATES AND/OR RELATED ENTITIES, AND EACH OF THEIR RESPECTIVE MEMBERS, MANAGERS, OWNERS, OFFICERS, DIRECTORS, PARTNERS, EMPLOYEES, AGENTS, CONSULTANTS, CONTRACTORS, ADVISORS, INSURERS, ATTORNEYS, VOLUNTEERS, REPRESENTATIVES, AND EACH OF THEIR RESPECTIVE SUCCESSORS AND ASSIGNS (COLLECTIVELY, “RELEASEES”) BE LIABLE FOR DAMAGES OF ANY KIND, UNDER NO CIRCUMSTANCES AND UNDER NO ANY LEGAL THEORY, WHETHER ARISING OUT OF OR IN TORTCONNECTION WITH YOUR USE, CONTRACT OR OTHERWISEINABILITY TO USE, SHALL LICENSEE BE LIABLE TO DEVELOPER OR ANY AFFILIATE OF DEVELOPER OR THE SITE, ANY OTHER PERSON FOR (I) COMPANY CONTENT, ANY WEBSITES LINKED TO THE SITE, ANY CONTENT ON SUCH WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR CONSEQUENTIAL DAMAGES ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. IN NO EVENT SHALL THE RELEASEES BE LIABLE FOR ANY CLAIMS OF INJURY, DEMANDS, LIABILITIES, DAMAGES, LOSSES, SUITS, DEMANDS, CAUSES OF ACTION (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHER CLAIMS OF ANY CHARACTER EVEN IF LICENSEE SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES; NATURE WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY LOSSES FOR PROPERTY DAMAGE, PERSONAL INJURY, OR (II) ANY AMOUNT DEATH, IN EXCESS OF THE TOTAL AMOUNT AMOUNTS YOU PAID BY LICENSEE TO DEVELOPER UNDER THIS AGREEMENT THE COMPANY IN THE TWELVE (12) MONTHS PRIOR TO MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH A CLAIM EVENT GIVING RISE TO LIABILITY IS MADEANY OF THE FOREGOING, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS UNDER WHETHER ONE TIME OR IN THE AGGREGATE. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 6.2.21542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS SHALL WHICH THE CREDITOR DOES NOT BE SUBJECT KNOW OR SUSPECT TO ANY CAP ON LIABILITY. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THIS AGREEMENTTHE DEBTOR.” The limitations of liability set out above do not apply to liability resulting from our gross negligence or willful misconduct. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitations on Liability. (a) SUBJECT TO SECTION 10.4 BELOW, THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAWTOTAL AGGREGATE LIABILITY OF VENDOR AND ITS AFFILIATES TO CUSTOMER ITS AFFILIATES AND OTHER PERSONS, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT OR OTHERWISE, SHALL LICENSEE BE LIABLE TO DEVELOPER OR ANY AFFILIATE OF DEVELOPER OR ANY OTHER PERSON FOR (I) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES RESPECT OF ANY CHARACTER EVEN IF LICENSEE SHALL HAVE BEEN INFORMED AND ALL CLAIMS ARISING OUT OF THE POSSIBILITY OF SUCH DAMAGES; OR (II) ANY AMOUNT IN EXCESS OF THE TOTAL AMOUNT PAID BY LICENSEE TO DEVELOPER UNDER THIS AGREEMENT TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH A CLAIM GIVING RISE TO LIABILITY IS MADE, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6.2.2, WHICH CLAIMS SHALL NOT BE SUBJECT TO ANY CAP ON LIABILITY. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENT IN THE AGGREGATE, INCLUDING ANY AND ALL STATEMENTS OF WORK, WHETHER IN CONTRACT, EQUITY, TORT (INCLUDING BREACH OF WARRANTY, NEGLIGENCE AND STRICT LIABILITY IN TORT) OR OTHERWISE, DURING AND AFTER THE TERM, SHALL IN NO EVENT EXCEED, WHEN AGGREGATED WITH ALL OTHER CLAIMS HEREUNDER: (A) WITH RESPECT TO CLAIMS WHICH ARISE AFTER THE FIRST ANNIVERSARY OF THE EFFECTIVE DATE, THE FEES AND CHARGES PAID FOR THE SERVICES DURING THE ONE (1) YEAR IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO ANY CLAIM, OR (B) WITH RESPECT TO CLAIMS WHICH ARISE BEFORE THE FIRST ANNIVERSARY OF THE EFFECTIVE DATE, THE FEES AND CHARGES PAID BY CUSTOMER DURING SUCH FIRST YEAR, OR (C) WITH RESPECT TO CLAIMS WHICH ARISE AFTER THE END OF THE TERM OF THIS AGREEMENT, THE FEES AND CHARGES PAID DURING THE LAST ONE (1) FULL YEAR DURING WHICH THIS AGREEMENT WAS IN EFFECT. SUCH SUMS SHALL ONLY BE AVAILABLE ONCE TO PAY ANY AND ALL SUCH CLAIMS. PAYMENTS MADE SHALL BE DEEMED MADE OUT OF SUCH AMOUNTS DRAWING FROM ONE YEAR PRIOR TO THE EVENT GIVING RISE TO THE CLAIM MOVING FORWARD TO SUCH EVENT. (b) SUBJECT TO SECTION 10.4 BELOW, THE TOTAL AGGREGATE LIABILITY OF CUSTOMER AND ITS AFFILIATES TO VENDOR, ITS AFFILIATES AND OTHER PERSONS IN RESPECT OF ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT IN THE AGGREGATE, INCLUDING ANY AND ALL STATEMENTS OF WORK, WHETHER IN CONTRACT, EQUITY, TORT (INCLUDING BREACH OF WARRANTY, NEGLIGENCE AND STRICT LIABILITY IN TORT) OR OTHERWISE, DURING AND AFTER THE TERM, SHALL IN NO EVENT EXCEED, WHEN AGGREGATED WITH ALL OTHER CLAIMS HEREUNDER: (A) WITH RESPECT TO CLAIMS WHICH ARISE AFTER THE FIRST ANNIVERSARY OF THE EFFECTIVE DATE, THE FEES AND CHARGES PAID FOR THE SERVICES DURING THE ONE (1) YEAR IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO ANY CLAIM, OR (B) WITH RESPECT TO CLAIMS WHICH ARISE BEFORE THE FIRST ANNIVERSARY OF THE EFFECTIVE DATE, THE FEES AND CHARGES PAID BY CUSTOMER DURING SUCH FIRST YEAR, OR (C) WITH RESPECT TO CLAIMS WHICH ARISE AFTER THE END OF THE TERM OF THIS AGREEMENT, THE FEES AND CHARGES PAID DURING THE LAST ONE (1) FULL YEAR DURING WHICH THIS AGREEMENT WAS IN EFFECT. SUCH SUMS SHALL ONLY BE AVAILABLE ONCE TO PAY ANY AND ALL SUCH CLAIMS. PAYMENTS MADE SHALL BE DEEMED MADE OUT OF SUCH AMOUNTS DRAWING FROM ONE YEAR PRIOR TO THE EVENT GIVING RISE TO THE CLAIM MOVING FORWARD TO SUCH EVENT.

Limitations on Liability. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW(1) ITSL AND ITS EMPLOYEES, UNDER NO CIRCUMSTANCES OFFICERS, DIRECTORS, CONTRACTORS, DISTRIBUTORS, PARTNERS AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT OR OTHERWISE, SHALL LICENSEE AGENTS,WILL NOT BE LIABLE TO DEVELOPER OR ANY AFFILIATE OF DEVELOPER OR ANY OTHER PERSON FOR (I) ANY INDIRECT, DIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR CONSEQUENTIAL LOST DATA, ARISING OUT OF OR IN CONNECTION WITH THE SOFTWARE, SERVICES AND/OR THE WEBSITE CAUSED BY INCORRECT OR INCOMPLETE INFORMATION IN THE SERVICE, LACK OF OR INSUFFICIENT FUNCTIONALITY OF THE SERVICE, LOSS OF DATA HOSTED BY ITSL, UNAUTHORIZED USE OF DATA HOSTED BY ITSL OR ANY OTHER CIRCUMSTANCES CONNECTED TO THE SERVICE THAT MAY BRING FINANCIAL LOSS, DAMAGES OF ANY CHARACTER AND/OR INCONVENIENCE UPON THE CUSTOMER OR THIRD PARTIES EVEN IF LICENSEE SHALL HAVE BEEN INFORMED ITSL HAS ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES; DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE. (2) ITSL SHALL NOT BE HELD RESPONSIBLE FOR THE CUSTOMERS DIRECT OR (II) ANY AMOUNT IN EXCESS INDIRECT LOSSES INCURRED BY REASONS OF THE TOTAL AMOUNT PAID SERVICE NOT BEING AVAILABLE (PARTLY OR IN ITS ENTIRETY) AND REDUCED RESPONSE TIME, FOR TECHNICAL OR OTHER CAUSES. (3) ITSL SHALL NOT BE RESPONSIBLE FOR ANY INFRINGEMENT OF THE COPYRIGHT OF A THIRD PARTY IN RESPECT OF INFORMATION MADE AVAILABLE IN OR THROUGH THE SERVICE BY LICENSEE THE CUSTOMER. (4) ITSL UNDERTAKES NO RESPONSIBILITY FOR, AND DISCLAIMS ALL LIABILITY ARISING FROM, ANY DEFECTS OR FAILURES IN ANY COMMUNICATIONS LINES, THE INTERNET OR INTERNET SERVICE PROVIDER, THE COMPUTER HARDWARE OR SOFTWARE OF CUSTOMER OR ITS AUTHORIZED USERS, OR ANY OTHER SERVICE OR DEVICE USED TO DEVELOPER ACCESS THE SOFTWARE OR TO AUTHENTICATE ANY USER AS AN AUTHORIZED USER. CUSTOMER ACKNOWLEDGES AND AGREES THAT ITSL IS NOT RESPONSIBLE FOR THE CUSTOMER DATA AND/OR ANY THIRD- PARTY CONTENT, AND ITSL SHALL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES RESULTING FROM RELIANCE ON ANY SUCH INFORMATION OR DATA UNDER ANY CIRCUMSTANCES. (5) SUBJECT TO THE LIMITATIONS SET OUT IN THIS CLAUSE 5.2, THE MAXIMUM AGGREGATE LIABILITY OF ITSL UNDER THIS AGREEMENT TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH A CLAIM GIVING RISE TO LIABILITY IS MADE, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY CLAIMS SHALL UNDER SECTION 6.2.2, WHICH CLAIMS SHALL NOT BE SUBJECT TO ANY CAP ON LIABILITY. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES NO CIRCUMSTANCES EXCEED 50 % OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENTYEARLY SERVICE FEE PAID BY CUSTOMER HEREUNDER.

Limitations on Liability. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, UNDER 9.1 Disclaimer of Indirect Damages. IN NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT OR OTHERWISE, SHALL LICENSEE EVENT WILL EITHER PARTY BE LIABLE TO DEVELOPER OR ANY AFFILIATE OF DEVELOPER OR ANY OTHER PERSON FOR (I) ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF ANY CHARACTER PROFITS, INTERRUPTION OF SERVICE, OR LOSS OF BUSINESS OR BUSINESS OPPORTUNITY, EVEN IF LICENSEE SHALL HAVE SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN INFORMED ADVISED OF THE POSSIBILITY THEREOF. IN NO EVENT WILL SGG BE LIABLE FOR CUSTOMER’S PROCUREMENT OF SUCH DAMAGES; SUBSTITUTE GOODS OR (II) ANY AMOUNT IN EXCESS OF SERVICES. 9.2 Limitations on Liability. EACH PARTY’S MAXIMUM AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNT PAID OF FEES RECEIVED BY LICENSEE TO DEVELOPER SGG UNDER THIS AGREEMENT THE APPLICABLE INVOICES(S) DURING THE TWELVE (12) MONTHS MONTH PERIOD PRIOR TO THE FIRST DATE ON WHICH A THE LIABILITY AROSE. 9.3 Exceptions. SGG WILL NOT BE LIABLE FOR ANY CLAIM GIVING RISE TO LIABILITY IS MADE, EXCEPT WITH RESPECT TO DEVELOPER’S INDEMNIFICATION OBLIGATION WITH RESPECT TO OR DEMAND AGAINST CUSTOMER BY ANY THIRD PARTY INTELLECTUAL PROPERTY EXCEPT FOR THE INDEMNIFICATION SET FORTH IN SECTION 8. THE PROVISIONS OF THIS SECTION 9 WILL APPLY TO ALL CLAIMS UNDER SECTION 6.2.2AGAINST SGG IN THE AGGREGATE (NOT PER INCIDENT) WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED, WHICH CLAIMS SHALL NOT BE SUBJECT ANY LIMITED REMEDY HEREIN IS HELD TO ANY CAP ON LIABILITY. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION FAIL OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN ITS ESSENTIAL PURPOSE OR THE PARTIES FORM OF THE RISKS CLAIM OR CAUSE OF ACTION, WHETHER IN CONTRACT, WARRANTY, STATUTE, TORT (KNOWN INCLUDING BUT NOT LIMITED TO NEGLIGENCE AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENTPRODUCT LIABILITY).