Common use of Limitations on Liability Clause in Contracts

Limitations on Liability. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION 13, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM ANY CLAIM OR ACTION BASED ON CONTRACT, TORT OR 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 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 PLATFORM (OR ANY COMPONENT THEREOF) BY CLIENT OR ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE OF THE 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 THE CLIENT FOR THE PLATFORM GIVING RISE TO SUCH CLAIM FOR THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSE.

Limitations on Liability. EXCEPT AS SPECIFICALLY SET FORTH TO THE EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR NONCONFORMING PRODUCTS IS THE REPLACEMENT OF THE PRODUCTS OR THE REFUND OF THE PURCHASE PRICE PAID, WHICHEVER OPTION WESTROCK SELECTS. WESTROCK’S LIABILITY FOR ANY LOSS OR DAMAGE ARISING OUT OF OR RESULTING FROM OR IN THIS SECTION 13ANY WAY CONNECTED TO THE ORDER SHALL NOT EXCEED CUSTOMER’S PURCHASE PRICE FOR THE PARTICULAR PRODUCTS OR SERVICES UPON WHICH SUCH LIABILITY IS BASED, REGARDLESS OF WHETHER SUCH LIABILITY ARISES IN CONTRACT, BREACH OF WARRANTY, TORT, STRICT LIABILITY OR UNDER ANY OTHER LEGAL THEORY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECTEXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM ANY CLAIM OR ACTION BASED ON CONTRACT, TORT MULTIPLE OR OTHER LEGAL THEORYINDIRECT DAMAGES OR FOR LOSS OF PROFITS, LOSS OF DATA OR LOSE OF USE DAMAGES, ARISING OUT OF THIS ORDER, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY. SNAPPET SHALL NOT BE LIABLE FOR CLIENT'S INABILITY TO USE THIS LIMITATION APPLIES EVEN IF 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 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 PARTY HAS BEEN ADVISED OF THE PLATFORM (OR ANY COMPONENT THEREOF) BY CLIENT OR ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE POSSIBILITY OF THE 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 THE CLIENT FOR THE PLATFORM GIVING RISE TO SUCH CLAIM FOR THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSEDAMAGES.

Limitations on Liability. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION 13, a. IN NO EVENT SHALL EITHER PARTY XXXX XXXXXX, ITS AFFILIATES, LICENSORS, OR SERVICE PROVIDERS, OR ITS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS, BE LIABLE TO THE OTHER YOU (NOR TO ANY THIRD PARTY CLAIMING THROUGH YOU) FOR CONSEQUENTIALANY INDIRECT, INDIRECTINCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR PUNITIVE CONSEQUENTIAL LOSSES OR DAMAGES (INCLUDING LOSS OF PROFITS, REVENUES, SAVINGS, OR GOODWILL OR LOSS, CORRUPTION OR THEFT OF DATA) ARISING FROM OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING IN CONNECTION WITH (i) THE SOFTWARE OR ANY CLAIM RELATED PRODUCTS OR ACTION SERVICES PROVIDED TO YOU HEREUNDER, (ii) YOUR USE OF 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 PRODUCTS OR SERVICES PROVIDED HEREUNDER, OR (iii) 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, TORT NEGLIGENCE OR OTHER LEGAL THEORY. SNAPPET SHALL NOT BE LIABLE FOR CLIENT'S INABILITY TO USE THE PLATFORM DUE TO (I) SCHEDULED DOWNTIMETORT, 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 SNAPPET’S REASONABLE CONTROLSTRICT LIABILITY OR ANY OTHER BASIS, 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 EVEN IF AN AUTHORIZED REPRESENTATIVE OF THE PLATFORM (OR ANY COMPONENT THEREOF) BY CLIENT PARTY RELYING ON THIS LIMITATION OF LIABILITY OR ITS LICENSED USERS; LICENSORS OR (V) UNAVAILABILITY CAUSED BY USE SERVICE PROVIDERS HAD BEEN ADVISED OF OR MAINTENANCE SHOULD HAVE KNOWN OF THE PLATFORM BY CLIENT IN A MANNER NOT MATERIALLY CONFORMING POSSIBILITY OF SUCH DAMAGES, AND WITHOUT REGARD TO THE GUIDANCE PROVIDED BY SNAPPET SUCCESS 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 THE CLIENT FOR THE PLATFORM GIVING RISE TO SUCH CLAIM FOR THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSEEFFECTIVENESS OF OTHER REMEDIES.

Limitations on Liability. EXCEPT (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 SPECIFICALLY SET FORTH IN THIS SECTION 13SUCH 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 CALCULATION OF THE AMOUNT OF ANY TERMINATION PAYMENT OR FAIR MARKET VALUE, NEITHER PARTY WILL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY, INDIRECT OR 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 SHALL WILL THE FOREGOING LIMITATIONS OF LIABILITY BE APPLIED TO LIMIT THE EXTENT OF THE LIABILITY OF EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIALFRAUD, INDIRECTINTENTIONAL MISCONDUCT OR FOR OR WITH RESPECT TO ANY THIRD PARTY INDEMNITY CLAIMS. THE LIMITATIONS IMPOSED HEREIN ON REMEDIES AND THE MEASURE OF DAMAGES ARE WITHOUT REGARD TO THE APPLICABLE CAUSE OR CAUSES, SPECIALINCLUDING THE NEGLIGENCE OF ANY PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, OR PUNITIVE DAMAGES ARISING FROM ANY CLAIM ACTIVE OR ACTION BASED ON CONTRACTPASSIVE. (ii) Purchaser and any person or entity claiming through Purchaser hereby agree to limit the liability of Seller, TORT OR OTHER LEGAL THEORYits 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. SNAPPET SHALL NOT BE LIABLE FOR CLIENT'S INABILITY TO USE THE PLATFORM DUE TO (I) SCHEDULED DOWNTIMEPurchaser 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, 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 SNAPPET’S REASONABLE CONTROLofficer, INCLUDING WITHOUT LIMITATIONmanager, ACTS OF GODmember, ACTS OF GOVERNMENTconsultant, FLOODshareholder, FIREpartner, EARTHQUAKESemployee 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, CIVIL UNRESTofficers, ACTS OF TERRORmanagers, 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 PLATFORM (OR ANY COMPONENT THEREOF) BY CLIENT OR ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE OF THE 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 THE CLIENT FOR THE PLATFORM GIVING RISE TO SUCH CLAIM FOR THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSEmembers, consultants, shareholders, partners, employees or agents of Seller or its contractors.

Limitations on Liability. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION 13FOR DAMAGES OR LOSSES ARISING FROM INFRINGEMENT OR MISAPPROPRIATION OF A PARTY’S INTELLECTUAL PROPERTY, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIALPUNITIVE OR EXEMPLARY DAMAGES, OR PUNITIVE DAMAGES WHETHER ARISING FROM ANY CLAIM OR ACTION BASED ON CONTRACTIN CONTRACT (INCLUDING WARRANTY), TORT (INCLUDING ACTIVE, PASSIVE OR IMPUTED NEGLIGENCE, STRICT LIABILITY OR PRODUCT LIABILITY) OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF DATA, BUSINESS INTERRUPTION, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR OTHER LEGAL THEORY. SNAPPET SHALL NOT BE LIABLE FOR CLIENT'S INABILITY TO USE THE PLATFORM DUE TO (I) SCHEDULED DOWNTIMEFINANCIAL LOSS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, 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 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 EVEN IF SUCH EQUIPMENT AND/OR SOFTWARE PARTY IS NOT WITHIN THE REASONABLE CONTROL OF SNAPPET; (IV) UNAVAILABILITY CAUSED BY ABUSE OR MISUSE ADVISED OF THE PLATFORM (OR ANY COMPONENT THEREOF) BY CLIENT OR ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE POSSIBILITY OF THE PLATFORM BY CLIENT IN A MANNER NOT MATERIALLY CONFORMING TO THE GUIDANCE PROVIDED BY SNAPPET OR IN THE AGREEMENTSUCH DAMAGES. SNAPPET’S F5'S TOTAL AGGREGATE LIABILITY TO THE CLIENT CUSTOMER UNDER ANY THEORY OR FOR ANY REASON THIS AGREEMENT SHALL NOT EXCEED THE FEES TOTAL AMOUNT ACTUALLY PAID BY THE CLIENT CUSTOMER FOR THE PLATFORM SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM LIABILITY. THE FOREGOING LIMITATIONS DO NOT APPLY TO ANY LIABILITY FOR DEATH OR PERSONAL INJURY OR TO ANY LIABILITY WHICH MAY NOT BE LAWFULLY EXCLUDED BY THE CALENDAR YEAR GOVERNING LAW OF THIS AGREEMENT AS SET OUT IN WHICH SUCH CLAIM AROSESECTION 13.

Limitations on Liability. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION 13If you are dissatisfied with this Service, any content on this Service, or with this Agreement, your sole and exclusive remedy is to discontinue accessing and using this Service and its content. IN NO EVENT SHALL EITHER PARTY WILL LICENSOR OR ITS AFFILIATES, OR EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO THE OTHER YOU OR TO ANY THIRD PARTY CLAIMING THROUGH YOU FOR CONSEQUENTIALANY LOSSES OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THIS SERVICE OR ANY CONTENT ON THIS SERVICE. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL LOSSES AND DAMAGES OF ANY KIND (WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM ANY OTHERWISE, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, INCOME OR PROFITS), WHETHER THE CLAIM OR ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY 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 EVEN IF AN AUTHORIZED REPRESENTATIVE OF SNAPPET’S REASONABLE CONTROL, INCLUDING WITHOUT LIMITATION, ACTS LICENSOR OR ITS AFFILIATES HAS BEEN ADVISED 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 SHOULD HAVE KNOWN OF THE PLATFORM (OR ANY COMPONENT THEREOF) BY CLIENT OR ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE POSSIBILITY OF SUCH DAMAGES, AND WITHOUT REGARD TO THE EFFECTIVENESS OF OTHER REMEDIES. Without limiting the generality of the foregoing, Licensor assumes no responsibility and will not be liable for the accuracy, completeness, timeliness, reliability, relevance or usefulness of any of the materials contained on this Service. Licensor also assumes no responsibility and will not be liable for any damages to, or viruses that may infect, your computer equipment or other property as a result of your access to, use of, or browsing in this Service or downloading of any materials from this Service. APPLICABLE LAW MAY NOT ALLOW ALL OF THE PLATFORM BY CLIENT IN A MANNER LIMITATION OF LIABILITY SET FORTH ABOVE, SO ALL OR PART OF THIS LIMITATION OF LIABILITY MAY NOT MATERIALLY CONFORMING APPLY 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 THE CLIENT FOR THE PLATFORM GIVING RISE TO SUCH CLAIM FOR THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSEYOU.

Limitations on Liability. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION 13, IN (a) UNDER NO EVENT CIRCUMSTANCES SHALL EITHER PARTY ONESOFT BE LIABLE TO THE OTHER FOR CONSEQUENTIALANY SPECIAL, INCIDENTAL, INDIRECT, SPECIALSTATUTORY, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OF ANY KIND WHATSOEVER, OR PUNITIVE DAMAGES FOR ANY LOST PROFITS, BUSINESS OR REVENUE, LOSS OF USE OR GOODWILL, OR OTHER LOST ECONOMIC ADVANTAGE, ARISING FROM ANY CLAIM OUT OF OR ACTION RELATED TO THE AGREEMENT OR THE BREACH HEREOF, WHETHER SUCH CLAIMS ARE BASED ON BREACH OF CONTRACT, TORT STRICT LIABILITY, TORT, ANY FEDERAL OR STATE STATUTORY CLAIM, OR ANY 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 SNAPPET’S REASONABLE CONTROLEVEN IF ONESOFT KNEW, INCLUDING WITHOUT LIMITATIONSHOULD HAVE KNOWN, 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 HAS BEEN ADVISED OF THE PLATFORM POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION SHALL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THE AGREEMENT IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. (b) EXCEPT FOR ONESOFT'S LIABILITY FOR INFRINGEMENT CLAIMS UNDER SECTION 8(a)(iv) OR FOR THE BREACH OF ITS OBLIGATIONS UNDER SECTION 3, THE TOTAL AGGREGATE LIABILITY OF ONESOFT FOR DAMAGES UNDER THE AGREEMENT SHALL BE LIMITED TO *************** UNDER THE AGREEMENT; PROVIDED HOWEVER THAT, IN ANY COMPONENT THEREOF) BY CLIENT OR ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE OF EVENT ONESOFT'S LIABILITY FOR DAMAGES RELATING TO ANY ONESOFT ********** SHALL BE *********** FOR THE PLATFORM BY CLIENT IN A MANNER NOT MATERIALLY CONFORMING ************ TO THE GUIDANCE PROVIDED BY SNAPPET OR IN THE AGREEMENT. SNAPPET’S AGGREGATE ******* AND ONESOFT'S LIABILITY FOR DAMAGES RELATING TO ONESOFT ******** SHALL BE LIMITED TO THE CLIENT ****** OF: THE ************* FOR *******THE ********* THE **********, OR THE ************ FROM ********* FOR ********WITH RESPECT TO THE ************ UNDER ANY THEORY OR FOR ANY REASON SHALL NOT EXCEED WHICH THE FEES PAID BY CUSTOMER'S CLAIM AROSE, DURING THE CLIENT FOR ************** THE PLATFORM GIVING RISE TO SUCH CLAIM FOR THE CALENDAR YEAR IN WHICH SUCH TIME CUSTOMER'S CLAIM AROSE.

Limitations on Liability. EXCEPT 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 SPECIFICALLY SET FORTH IN THIS SECTION 13SUCH PROVISION AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED, UNLESS THE PROVISION IN NO EVENT QUESTION PROVIDES THAT THE EXPRESS REMEDIES ARE IN ADDITION TO OTHER REMEDIES THAT MAY BE AVAILABLE. A PARTY'S REMEDY OR MEASURE OF DAMAGES WILL BE ACTUAL DAMAGES. NEITHER PARTY SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INDIRECTINCIDENTAL, SPECIALPUNITIVE, EXEMPLARY OR 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 PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, OR PUNITIVE ACTIVE OR PASSIVE. TO THE EXTENT ANY DAMAGES ARISING FROM ANY CLAIM REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR ACTION BASED ON CONTRACTIMPOSSIBLE TO DETERMINE, TORT OR OTHER LEGAL THEORY. SNAPPET SHALL NOT BE LIABLE FOR CLIENT'S INABILITY TO USE OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND 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 SNAPPET’S DAMAGES CALCULATED HEREUNDER CONSTITUTE A 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 APPROXIMATION OF THE PLATFORM (HARM OR ANY COMPONENT THEREOF) BY CLIENT OR ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE OF THE 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 THE CLIENT FOR THE PLATFORM GIVING RISE TO SUCH CLAIM FOR THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSELOSS.

Limitations on Liability. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION 13, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIALGREATEST EXTENT PERMITTED BY APPLICABLE LAW, INDIRECTLICENSOR, SPECIALITS OFFICERS, OR PUNITIVE DAMAGES ARISING FROM ANY CLAIM OR ACTION BASED ON CONTRACTDIRECTORS, TORT OR OTHER LEGAL THEORY. SNAPPET EMPLOYEES, AND REPRESENTATIVES SHALL NOT BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR CLIENT'S INABILITY TO USE THE PLATFORM DUE TO ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER (IINCLUDING IN RESPECT OF LOST PROFIT OR REVENUE OR OPPORTUNITY, EXPECTED SAVINGS OR ANY OTHER ECONOMIC CONSEQUENTIAL LOSS OR DAMAGE) SCHEDULED DOWNTIMEOR ANY LOSS OF, WHICH SNAPPET WILL ATTEMPT TO SCHEDULE WHEN DISTRICT SCHOOLS OR DAMAGE TO, DATA, EVEN IF SUCH DAMAGES ARE NOT IN SESSION AND ABOUT WHICH SNAPPET WILL GIVE CLIENT 14 DAYS ADVANCE WRITTEN NOTICE; (II) UNAVAILABILITY DUE TO FACTORS OUTSIDE OF SNAPPET’S REASONABLE CONTROL, INCLUDING WITHOUT LIMITATION, ACTS OF GOD, ACTS OF GOVERNMENT, FLOOD, FIRE, EARTHQUAKES, CIVIL UNREST, ACTS OF TERROR, STRIKES FORESEEABLE 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 LICENSOR HAS BEEN ADVISED OF THE PLATFORM (POSSIBILITY OF SUCH DAMAGES. ANY LIABILITY OR OBLIGATIOIN TO PAY BY THE LICENSOR TO CUSTOMER FOR ANY COMPONENT THEREOF) BY CLIENT OR REASON, THEN THE LICENSOR’S AND ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE OF THE PLATFORM BY CLIENT IN A MANNER NOT MATERIALLY CONFORMING OFFICERS’, DIRECTORS’, EMPLOYEES’ AND REPRESENTATIVES’ LIABILITY SHALL BE LIMITED TO THE GUIDANCE PROVIDED ACTUAL DIRECT DAMAGES SUFFERED BY SNAPPET OR IN THE AGREEMENT. SNAPPET’S AGGREGATE LIABILITY TO THE CLIENT UNDER ANY THEORY OR FOR ANY REASON CUSTOMER AND SHALL NOT EXCEED IN THE FEES AGGREGATE THE AMOUNT PAID BY THE CLIENT FOR CUSTOMER TO THE PLATFORM LICENSOR IN THE PRECEDING TWELVE MONTH PERIOD BEGINNING ON THE DAY ON WHICH THE INCIDENT GIVING RISE TO SUCH CLAIM FOR THE CALENDAR YEAR IN WHICH SUCH CLAIM LIABILITY OR OBLIGATION TO PAY FIRST AROSE. 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 Agreement or of any remedy contained herein.

Limitations on Liability. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION 13, IN NO EVENT SHALL WILL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIALANY SPECIAL, INCIDENTAL, INDIRECT, SPECIALOR 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 WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE OR DOCUMENTATION PROVIDED HEREIN, OR PUNITIVE OTHERWISE IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES ARISING FROM ANY CLAIM OR ACTION BASED ON AND EVEN IF THE REMEDY FAILS OF ITS ESSENTIAL PURPOSE. EXCEPT FOR BREACHES OF SECTIONS PERTAINING TO GRANT OF LICENSE (SECTION 2), USE OF SOFTWARE AND DOCUMENTATION (SECTION 3), COPY RESTRICTIONS AND OTHER RESTRICTIONS (SECTION 4), YOUR CONFIDENTIAL INFORMATION (SECTION 7) AND EXPORT (12), YOUR LIABILITY , WHETHER IN CONTRACT, TORT OR OTHER LEGAL THEORY. SNAPPET SHALL NOT BE LIABLE FOR CLIENT'S INABILITY TO USE THE PLATFORM DUE TO (I) SCHEDULED DOWNTIMEOTHERWISE, 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 ARISING OUT OF 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 PLATFORM (OR ANY COMPONENT THEREOF) BY CLIENT OR ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE OF THE PLATFORM BY CLIENT IN A MANNER NOT MATERIALLY CONFORMING TO THE GUIDANCE PROVIDED BY SNAPPET OR IN CONNECTION WITH THE AGREEMENT. SNAPPET’S AGGREGATE LIABILITY SOFTWARE OR DOCUMENTATION FURNISHED HEREUNDER AND ANY SERVICE SUPPLIED FROM TIME TO THE CLIENT UNDER ANY THEORY OR FOR ANY REASON TIME SHALL NOT EXCEED THE FEES LICENSE FEE YOU PAID BY THE CLIENT FOR THE PLATFORM GIVING RISE TO SUCH CLAIM SOFTWARE OR ANY FEE YOU PAID FOR THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSESERVICE.

Limitations on Liability. EXCEPT AS SPECIFICALLY SET FORTH (a) THE LIABILITIES OF PROVIDER AND ITS GROUP MEMBERS 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 SECTION 13AGREEMENT), 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 CHARGES PAID AND PAYABLE TO SUCH PROVIDER FOR ALL SERVICES BY THE RECIPIENT PURSUANT TO THIS AGREEMENT. (b) IN NO EVENT SHALL EITHER PARTY BE LIABLE PARTY, ANY MEMBER OF ITS GROUP OR ANY OF THEIR RESPECTIVE REPRESENTATIVES HAVE ANY LIABILITY TO THE OTHER PARTY OR ANY MEMBER OF ITS GROUP OR ANY OF THEIR RESPECTIVE REPRESENTATIVES UNDER THIS AGREEMENT FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, REMOTE, SPECULATIVE OR PUNITIVE SIMILAR DAMAGES ARISING FROM IN EXCESS OF COMPENSATORY DAMAGES OF THE 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 THIS AGREEMENT (OTHER THAN ANY SUCH LIABILITY WITH RESPECT TO A THIRD-PARTY CLAIM), AND EACH PARTY HEREBY WAIVES ON BEHALF OF ITSELF, ITS GROUP MEMBERS AND ITS REPRESENTATIVES ANY CLAIM OR ACTION BASED ON FOR SUCH DAMAGES, WHETHER ARISING IN CONTRACT, TORT OR OTHER LEGAL THEORY. SNAPPET SHALL NOT BE LIABLE FOR CLIENT'S INABILITY TO USE THE PLATFORM DUE TO OTHERWISE. (Ic) SCHEDULED DOWNTIMEThe 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, 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; (IIii) UNAVAILABILITY DUE TO FACTORS OUTSIDE OF SNAPPET’S REASONABLE CONTROLthe Parties’ respective obligations under Section 8.03 or 8.04 or (iii) the willful misconduct, 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 PLATFORM (OR ANY COMPONENT THEREOF) BY CLIENT OR ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE OF THE 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 THE CLIENT FOR THE PLATFORM GIVING RISE TO SUCH CLAIM FOR THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSEgross negligence or fraud of or by the Party to be charged.

Limitations on Liability. (a) EXCEPT AS SPECIFICALLY 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 135.8, 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 NO EVENT SHALL EITHER PARTY BE LIABLE 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 OTHER MAXIMUM EXTENT 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 CONSEQUENTIALIN 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, SPECIALCONSEQUENTIAL, REMOTE OR PUNITIVE SPECULATIVE DAMAGES ARISING 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 ANY CLAIM OR ACTION BASED ON CONTRACT, TORT OR OTHER LEGAL THEORY. SNAPPET THE INDEMNIFYING PARTY SHALL NOT BE LIABLE 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 CLIENT'S INABILITY ANY LIABILITIES ARISING IN RELATION TO USE 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 PLATFORM DUE CLOSING, BUYER AND ALL BUYER INDEMNITEES DO HEREBY AGREE, WARRANT AND COVENANT TO (I) SCHEDULED DOWNTIMERELEASE, WHICH SNAPPET WILL ATTEMPT TO SCHEDULE WHEN DISTRICT SCHOOLS ARE NOT IN SESSION ACQUIT AND ABOUT WHICH SNAPPET WILL GIVE CLIENT 14 DAYS ADVANCE WRITTEN NOTICE; (II) UNAVAILABILITY DUE TO FACTORS OUTSIDE FOREVER DISCHARGE SELLER AND ALL SELLER INDEMNITEES FROM ANY AND ALL CLAIMS, DEMANDS AND CAUSES OF SNAPPET’S REASONABLE CONTROLACTION OF WHATSOEVER NATURE, INCLUDING WITHOUT LIMITATIONLIMITATION ALL CLAIMS, ACTS DEMANDS AND CAUSES OF GODACTION FOR CONTRIBUTION AND INDEMNITY UNDER STATUTE, ACTS OF GOVERNMENTCOMMON OR CIVIL LAW, 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 PLATFORM (OR ANY COMPONENT THEREOF) BY CLIENT OR ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE OF THE PLATFORM BY CLIENT IN A MANNER NOT MATERIALLY CONFORMING TO THE GUIDANCE PROVIDED BY SNAPPET WHICH COULD BE ASSERTED NOW OR IN THE AGREEMENTFUTURE AND THAT RELATE TO OR IN ANY WAY ARISE OUT OF ANY ENVIRONMENTAL MATTERS. SNAPPET’S AGGREGATE LIABILITY TO THE CLIENT UNDER ANY THEORY OR FOR ANY REASON SHALL NOT EXCEED THE FEES PAID BY THE CLIENT FOR THE PLATFORM GIVING RISE 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 ARISING UNDER CONTRACT, STATUTE, COMMON LAW, OR OTHERWISE, MADE BY SUCH PRIOR OWNER AGAINST SELLER OR SELLER INDEMNITEES WITH RESPECT TO SUCH CLAIM FOR THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSEENVIRONMENTAL MATTER SHALL BE AN ASSUMED OBLIGATION OF BUYER.

Limitations on Liability. EXCEPT AS SPECIFICALLY SET FORTH (a) SUBJECT TO SECTION 6.02, THE 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 SECTION 13AGREEMENT), 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 [•]% 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 PARTY, ITS SUBSIDIARIES OR THEIR RESPECTIVE REPRESENTATIVES BE LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL, ANY INDIRECT, SPECIALINCIDENTAL, PUNITIVE, EXEMPLARY, REMOTE, SPECULATIVE OR PUNITIVE SIMILAR DAMAGES ARISING FROM IN EXCESS OF COMPENSATORY DAMAGES OF THE OTHER PARTY IN CONNECTION WITH THE PERFORMANCE OF THIS AGREEMENT (OTHER THAN ANY SUCH LIABILITY WITH RESPECT TO A THIRD-PARTY CLAIM), AND EACH PARTY HEREBY WAIVES ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND ITS REPRESENTATIVES ANY CLAIM OR ACTION BASED ON FOR SUCH DAMAGES, WHETHER ARISING IN CONTRACT, TORT OR OTHER LEGAL THEORY. SNAPPET SHALL NOT BE LIABLE FOR CLIENT'S INABILITY TO USE THE PLATFORM DUE TO OTHERWISE. (Ic) SCHEDULED DOWNTIMEThe 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, 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; (IIii) UNAVAILABILITY DUE TO FACTORS OUTSIDE OF 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 the Parties’ respective obligations under Section 6.03 or 6.04 or (OTHER THAN THOSE INVOLVING SNAPPET’S EMPLOYEES); (IIIiii) 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 PLATFORM (OR ANY COMPONENT THEREOF) BY CLIENT OR ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE OF THE 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 THE CLIENT FOR THE PLATFORM GIVING RISE TO SUCH CLAIM FOR THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSEthe willful misconduct or fraud of or by the Party to be charged.

Limitations on Liability. EXCEPT (a) THE CUMULATIVE AGGREGATE LIABILITIES OF PROVIDER AND ITS SUBSIDIARIES, 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, RECEIPT, USE OF OR FAILURE TO PROVIDE 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 FEES ACTUALLY PAID AS SPECIFICALLY SET FORTH IN OF SUCH TIME TO PROVIDER BY RECIPIENT PURSUANT TO THIS SECTION 13, AGREEMENT. (b) IN NO EVENT SHALL EITHER PARTY PARTY, ITS SUBSIDIARIES OR THEIR RESPECTIVE REPRESENTATIVES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, OR PUNITIVE SIMILAR DAMAGES, DIMINUTION IN VALUE OR DAMAGES ARISING FROM ANY CLAIM OR ACTION CALCULATED BASED ON MULTIPLES OF REVENUE, EARNINGS OR OTHER METRICS (INCLUDING LOST PROFITS OR LOST REVENUES) IN CONNECTION WITH THE SALE, DELIVERY, PROVISION, RECEIPT OR USE OF OR FAILURE TO PROVIDE SERVICES PROVIDED UNDER OR CONTEMPLATED BY THIS AGREEMENT (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 OTHER LEGAL THEORY. SNAPPET SHALL NOT BE LIABLE STRICT LIABILITY) OR OTHERWISE, AND EACH PARTY HEREBY WAIVES ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND ITS REPRESENTATIVES ANY CLAIM FOR CLIENT'S INABILITY TO USE THE PLATFORM DUE TO SUCH DAMAGES. (Ic) 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 NOTICEThe 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; (IIii) UNAVAILABILITY DUE TO FACTORS OUTSIDE OF 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 either Party’s liability for breaches of confidentiality obligations under Article VII; or (OTHER THAN THOSE INVOLVING SNAPPET’S EMPLOYEES); (IIIiii) 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 PLATFORM (OR ANY COMPONENT THEREOF) BY CLIENT OR ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE OF THE 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 THE CLIENT FOR THE PLATFORM GIVING RISE TO SUCH CLAIM FOR THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSEFees or other reimbursable costs or expenses pursuant to this Agreement.

Limitations on Liability. (a) SUBJECT TO SECTION 7.02, EXCEPT AS SPECIFICALLY SET FORTH IN THE EVENT OF WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF THE PROVIDER, THE LIABILITIES OF THE PROVIDER AND ITS SUBSIDIARIES AND THEIR RESPECTIVE REPRESENTATIVES, COLLECTIVELY, UNDER THIS SECTION 13AGREEMENT 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 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 PARTY, ITS SUBSIDIARIES OR THEIR RESPECTIVE REPRESENTATIVES BE LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL, INDIRECT, SPECIALEXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING FROM IN CONNECTION WITH THE PERFORMANCE OF THIS AGREEMENT, EVEN IF THE PARTY HAS BEEN 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 ACTION BASED ON LOST PROFITS, WHETHER ARISING IN CONTRACT, TORT OR OTHER LEGAL THEORYOTHERWISE. SNAPPET SHALL QHC HEREBY ACKNOWLEDGES THAT CHSPSC DOES NOT BE LIABLE FOR CLIENT'S INABILITY REGULARLY PROVIDE SERVICES 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 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 AS PART OF ITS BUSINESS AND THAT CHSPSC HAS AGREED TO PROVIDE THE REASONABLE CONTROL OF SNAPPET; SERVICES UNDER THIS AGREEMENT ONLY TO ASSIST QHC IN ITS TRANSITION TO OPERATION AS AN INDEPENDENT PUBLIC COMPANY. (IVc) UNAVAILABILITY CAUSED BY ABUSE OR MISUSE OF THE PLATFORM (OR ANY COMPONENT THEREOFThe limitations in Section 7.01(a) BY CLIENT OR ITS LICENSED USERS; OR (Vand Section 7.01(b) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE OF THE 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 THE CLIENT FOR THE PLATFORM GIVING RISE TO SUCH CLAIM FOR THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSEshall not apply in respect of any Liability arising out of or in connection with Recipient’s obligations under Section 7.03.

Limitations on Liability. 15.1 EXCEPT AS SPECIFICALLY SET FORTH IN 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 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 SECTION 1314.2, IN UNDER NO EVENT CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECTSPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), SPECIALWHETHER ARISING IN TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), OR PUNITIVE DAMAGES ARISING FROM ANY CLAIM OR ACTION BASED ON CONTRACT, TORT BY OPERATION OF LAW OR OTHERWISE, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. DESPITE THE FOREGOING, IT IS UNDERSTOOD THAT LOSS TO A PARTY OF PROFIT THROUGH NORMAL OPERATIONS AS CONTEMPLATED BY THIS AGREEMENT THAT IT CAN DEMONSTRATE TO A COURT, ARBITRATOR OR OTHER LEGAL THEORY. SNAPPET SHALL TRIER OF FACT IT WOULD MORE LIKELY THAN NOT HAVE RECEIVED IF THE OTHER PARTY HAD NOT BREACHED THIS AGREEMENT WILL BE LIABLE FOR CLIENT'S INABILITY TO USE THE PLATFORM DUE TO (I) SCHEDULED DOWNTIMEDEEMED DIRECT DAMAGES, 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 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 PLATFORM (OR ANY COMPONENT THEREOF) BY CLIENT OR ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE OF THE PLATFORM BY CLIENT IN A MANNER NOT MATERIALLY CONFORMING SUBJECT 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 THE CLIENT FOR THE PLATFORM GIVING RISE TO SUCH CLAIM FOR THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSE.LIMITATIONS OF THIS SECTION 15.2..

Limitations on Liability. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION 13TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL EITHER PARTY WILL THE RELEASEES BE LIABLE TO FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION THE OTHER FOR CONSEQUENTIALFITNESS SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING FROM ANY CLAIM DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ACTION BASED ON ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, TORT OR OTHER LEGAL THEORYOTHERWISE, EVEN IF FORESEEABLE. SNAPPET IN NO EVENT SHALL NOT THE RELEASEES BE LIABLE FOR CLIENT'S INABILITY TO USE THE PLATFORM DUE TO ANY CLAIMS OF INJURY, DEMANDS, LIABILITIES, DAMAGES, LOSSES, SUITS, DEMANDS, CAUSES OF ACTION (I) SCHEDULED DOWNTIMEINCLUDING, 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 SNAPPET’S REASONABLE CONTROL, INCLUDING WITHOUT LIMITATION, ACTS OF GOD, ACTS OF GOVERNMENT, FLOOD, FIRE, EARTHQUAKES, CIVIL UNREST, ACTS OF TERROR, STRIKES NEGLIGENCE) OR OTHER LABOR PROBLEMS (OTHER THAN THOSE INVOLVING SNAPPET’S EMPLOYEES); (III) UNAVAILABILITY THAT RESULTS FROM EQUIPMENT AND/CLAIMS OF ANY NATURE WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY LOSSES FOR PROPERTY DAMAGE, PERSONAL INJURY, 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 DEATH, IN EXCESS OF THE PLATFORM AMOUNTS YOU PAID TO THE COMPANY IN THE TWELVE (OR 12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO ANY COMPONENT THEREOF) BY CLIENT OR ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE OF THE PLATFORM BY CLIENT IN A MANNER NOT MATERIALLY CONFORMING TO THE GUIDANCE PROVIDED BY SNAPPET FOREGOING, WHETHER ONE TIME OR IN THE AGREEMENTAGGREGATE. SNAPPET’S AGGREGATE IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE 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 TO THE CLIENT THAT CANNOT BE EXCLUDED OR LIMITED UNDER ANY THEORY OR FOR ANY REASON SHALL NOT EXCEED THE FEES PAID BY THE CLIENT FOR THE PLATFORM GIVING RISE TO SUCH CLAIM FOR THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSEAPPLICABLE LAW.

Limitations on Liability. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION 13, IN NO EVENT SHALL 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 SYSTEM, THE SITE OR ANY SERVICES HEREUNDER; OR (ii) EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM ANY CLAIM OR ACTION BASED ON CONTRACT, TORT OR 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 BREACH OF THIS AGREEMENT IN SESSION AND ABOUT WHICH SNAPPET WILL GIVE CLIENT 14 DAYS ADVANCE WRITTEN NOTICE; (II) UNAVAILABILITY DUE TO FACTORS OUTSIDE OF 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 EXCESS OF THE PLATFORM AMOUNTS PAID OR PAYABLE BY INSURER TO AFS UNDER THIS AGREEMENT DURING THE FIFTEEN (OR ANY COMPONENT THEREOF15) BY CLIENT OR ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE MONTHS PRIOR TO THE OCCURRENCE OF THE 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 THE CLIENT FOR THE PLATFORM EVENTS GIVING RISE TO SUCH CLAIM DAMAGES, EVEN IF 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 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 THE PRICE PAID FOR THE CALENDAR YEAR PRODUCTS AND SERVICES PROVIDED. THE WAIVERS AND LIMITATIONS OF LIABILITY PROVIDED IN WHICH SUCH CLAIM AROSETHIS SECTION 6 ARE A FUNDAMENTAL BASIS OF THE BARGAIN. Nothing in this Agreement is intended to create rights in or for the benefit of any Authorized User or other third party, the indemnifications of each party herein being intended to benefit only the other party hereto, and such other party’s respective successors and permitted assigns.

Limitations on Liability. EXCEPT AS SPECIFICALLY (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 135.6 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 NO EVENT SHALL EITHER PARTY BE LIABLE THIS AGREEMENT TO THE MAXIMUM EXTENT PERMITTED BY LAW. (b) SELLER ACKNOWLEDGES AND AGREES THAT THE REMEDIES SET FORTH IN Article IX AND THIS ARTICLE X, 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 PARTY HERETO SHALL BE ENTITLED TO RECOVER FROM ANY OTHER FOR CONSEQUENTIALPARTY HERETO ANY AMOUNT IN RESPECT OF EXEMPLARY, PUNITIVE, SPECIAL, INDIRECT, SPECIALCONSEQUENTIAL, REMOTE OR PUNITIVE SPECULATIVE DAMAGES, INCLUDING LOST PROFITS; PROVIDED, HOWEVER, THE RIGHT TO RECOVER ANY SUCH DAMAGES ARISING FROM THAT ARE PAYABLE BY ANY PARTY TO A THIRD PARTY IN RESPECT OF ANY CLAIM OR ACTION BASED ON CONTRACT, TORT OR OTHER LEGAL THEORY. SNAPPET AGAINST WHICH A PARTY IS ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT SHALL NOT BE LIABLE FOR CLIENT'S INABILITY TO USE THE PLATFORM DUE TO EXCLUDED BY OPERATION OF THIS SECTION 10.8(C). (Id) SCHEDULED DOWNTIMEALL RELEASES, WHICH SNAPPET WILL ATTEMPT TO SCHEDULE WHEN DISTRICT SCHOOLS ARE NOT DISCLAIMERS, LIMITATIONS ON LIABILITY AND INDEMNITIES IN SESSION AND ABOUT WHICH SNAPPET WILL GIVE CLIENT 14 DAYS ADVANCE WRITTEN NOTICE; (II) UNAVAILABILITY DUE TO FACTORS OUTSIDE OF SNAPPET’S REASONABLE CONTROLTHIS AGREEMENT, INCLUDING WITHOUT LIMITATIONTHOSE IN THIS Article X, ACTS SHALL APPLY EVEN IN THE EVENT OF GODTHE SOLE, ACTS OF GOVERNMENTJOINT, 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/CONCURRENT, ACTIVE OR SOFTWARE IS NOT WITHIN THE REASONABLE CONTROL OF SNAPPET; (IV) UNAVAILABILITY CAUSED BY ABUSE PASSIVE NEGLIGENCE, STRICT LIABILITY OR MISUSE FAULT OF THE PLATFORM 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 COMPONENT THEREOFLIABILITIES 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) BY CLIENT WITH RESPECT TO ANY LIABILITIES ARISING IN RELATION TO 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 STATUTE, COMMON OR ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE OF THE PLATFORM BY CLIENT IN A MANNER NOT MATERIALLY CONFORMING TO THE GUIDANCE PROVIDED BY SNAPPET CIVIL LAW, WHICH COULD BE ASSERTED NOW OR IN THE AGREEMENTFUTURE AND THAT RELATE TO OR IN ANY WAY ARISE OUT OF ANY ENVIRONMENTAL MATTERS ASSUMED BY BUYER HEREUNDER. SNAPPET’S AGGREGATE LIABILITY FROM AND AFTER THE CLOSING BUYER AND ALL BUYER INDEMNITEES WARRANT, AGREE AND COVENANT NOT TO THE CLIENT UNDER XXX OR INSTITUTE ARBITRATION AGAINST SELLER OR ANY THEORY SELLER INDEMNITEE UPON ANY CLAIM, DEMAND OR CAUSE OF ACTION FOR INDEMNITY AND CONTRIBUTION THAT HAVE BEEN ASSERTED OR COULD BE ASSERTED FOR ANY REASON SHALL NOT EXCEED THE FEES PAID ENVIRONMENTAL MATTERS ASSUMED BY THE CLIENT FOR THE PLATFORM GIVING RISE TO SUCH CLAIM FOR THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSEBUYER HEREUNDER.

Limitations on Liability. EXCEPT AS SPECIFICALLY SET FORTH A. YOU AGREE AND UNDERSTAND THAT OPS, ALL OF THE AFFILIATES OF OPS, AND EACH PERSON WHO CONTROLS OR IS ASSOCIATED WITH OPS, AND ANY OFFICER, MANAGER, DIRECTOR, EMPLOYEE OR AGENT OF THE FOREGOING (THE “OPS PARTIES”) WILL NOT BE LIABLE FOR: (a) ANY LOSS THAT YOU MAY SUFFER BY REASON OF ANY INVESTMENT DECISION MADE OR OTHER ACTION TAKEN OR OMITTED IN THIS SECTION 13GOOD FAITH BY ADVISOR, OPS, A STRATEGIST, OR A MANAGER; (b) ANY LOSS ARISING FROM ADVISOR'S ADHERENCE TO YOUR WRITTEN OR ORAL INSTRUCTIONS; (c) ANY ACT OR FAILURE TO ACT BY THE CUSTODIAN, ANY BROKER OR DEALER TO WHICH ADVISOR DIRECTS TRANSACTIONS FOR THE PROGRAM ACCOUNT, OR BY ANY OTHER THIRD PARTY INCLUDING, BUT NOT LIMITED TO, STRATEGISTS OR MANAGERS; (d) YOUR USE OF THE WEBSITE AND THE CONTENT CONTAINED THEREIN; OR (e) ANY LOSS THAT YOU SUFFER ARISING FROM A CAUSE BEYOND THE CONTROL OF OPS, ADVISOR, MANAGERS, AND/OR STRATEGIST, INCLUDING, BUT NOT LIMITED TO, AN ACTION BY ANY MILITARY, CIVIL OR REGULATORY AUTHORITY, A CHANGE IN LAW OR REGULATION, FIRE, FLOOD, EARTHQUAKE, STORM OR SIMILAR ACT OF GOD, RIOT, ACT OF TERRORISM, LABOR STRIKE, WAR OR CIVIL UNREST, A DISRUPTION, IMPERFECTION OR OUTAGE OF TELECOMMUNICATIONS, POWER OR OTHER UTILITY, ELECTRICAL DISTURBANCES, BROWNOUTS, FAILURES OR UNAVAILABILITY OF, OR ERRORS IN, THIRD PARTY SYSTEMS, EQUIPMENT AND SOFTWARE, OR ANY OTHER SIMILAR CAUSE. B. IN NO EVENT SHALL EITHER PARTY WILL THE OPS PARTIES BE LIABLE TO THE OTHER ANY PARTY (INCLUDING, WITHOUT LIMITATION, YOU) FOR CONSEQUENTIALANY SPECIAL, INDIRECT, SPECIALINCIDENTAL, EXEMPLARY, PUNITIVE OR PUNITIVE CONSEQUENTIAL DAMAGES, EVEN IF THE OPS PARTIES HAD BEEN NOTIFIED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES ARISING FROM ANY CLAIM OR ACTION BASED ON OCCURRING, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT NEGLIGENCE, STRICT LIABILITY, TORT, PRODUCTS LIABILITY OR OTHER LEGAL THEORY. SNAPPET SHALL NOT BE LIABLE OTHERWISE. C. IN NO EVENT WILL THE OPS PARTIES’ LIABILITY FOR CLIENT'S INABILITY ANY DAMAGES 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 SNAPPET’S REASONABLE CONTROLANY PARTY, INCLUDING WITHOUT LIMITATION, ACTS TO YOU, IN THE AGGREGATE EVER EXCEED THE AMOUNT OF GODTHE FEES ACTUALLY RECEIVED BY OPS FROM YOU IN THE SIX (6) MONTH PERIOD PRIOR TO THE TIME WHEN THE CAUSE OF ACTION ACCRUED. D. EXCEPT FOR NEGLIGENCE AND MALFEASANCE, ACTS OR VIOLATION OF GOVERNMENTAPPLICABLE LAW, FLOODNEITHER THE STRATEGIST, FIREOPS, EARTHQUAKESMANAGER, CIVIL UNRESTNOR ANY OF THEIR OFFICERS, ACTS DIRECTORS, MANAGERS, EMPLOYEES, AGENTS, OR AFFILIATES SHALL BE LIABLE FOR ANY LOSSES FOR ANY ACTIONS PERFORMED OR OMITTED TO BE PERFORMED BY STRATEGIST, OPS, OR MANAGER OR FOR ANY OF TERRORTHEIR ERRORS IN JUDGMENT IN MANAGING YOUR ACCOUNT. THE LOSSES REFERRED TO IN THIS PARAGRAPH INCLUDE, STRIKES OR OTHER LABOR PROBLEMS (OTHER THAN THOSE INVOLVING SNAPPET’S EMPLOYEES); (III) UNAVAILABILITY BUT ARE NOT LIMITED TO, LOSSES DUE TO MARKET FLUCTUATIONS THAT RESULTS FROM EQUIPMENT OCCUR WHILE NEW ACCOUNTS, CONTRIBUTIONS, WITHDRAWALS AND/OR SOFTWARE ACCOUNT ADJUSTMENTS ARE BEING PROCESSED, THAT RESULT FROM TRADING OR EXCHANGE LIMITATIONS IMPOSED BY A THIRD PARTY, OR THAT RESULT FROM DELAYS IN TRADING OR REBALANCING YOUR SMA ACCOUNT THAT ARE CASUED BY LIMITATIONS IMPOSED BY A THIRD PARTY, OR ANY OTHER CAUSES OVER WHICH THE STRATEGIST HAS NO REASONABLE CONTROL. E. THE FEDERAL AND STATE SECURITIES LAWS IMPOSE LIABILITIES UNDER CERTAIN CIRCUMSTANCES ON PERSONS WHO ACT IN GOOD FAITH, THEREFORE, NOTHING IN THE PRECEDING PARAGRAPH OR ELSEWHERE IN THIS AGREEMENT SHALL CONSITUTE A WAIVER OR LIMITATION BY YOU OF THIRD PARTIES WHERE SUCH EQUIPMENT AND/ANY OF YOUR LEGAL RIGHTS UNDER APPLICABLE FEDERAL OR SOFTWARE STATE SECURITIES LAWS OR ANY OTHER LAWS WHOSE APPLICABILITY IS NOT WITHIN PERMITTED TO BE CONTRACTUALLY WAIVED. F. YOU ACKNOWLEDGE THAT THE REASONABLE CONTROL OPS PARTIES, ADVISOR, CUSTODIAN, MANAGER, AND STRATEGIST AND THEIR RESPECTIVE EMPLOYEES AND AGENTS, ARE NEITHER AGENTS NOR EMPLOYEES OF SNAPPET; (IV) UNAVAILABILITY CAUSED BY ABUSE OR MISUSE OF THE PLATFORM (EACH OTHER, AND THAT NO SUCH PARTY SHALL BE LIABLE TO YOU OR ANY COMPONENT THEREOF) BY CLIENT OTHER SUCH PARTY FOR ANY ACT OR OMISSION OF ANOTHER SUCH PARTY OR ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE EMPLOYEES ON THE BASIS OF THE PLATFORM BY CLIENT IN A MANNER NOT MATERIALLY CONFORMING TO THE GUIDANCE PROVIDED BY SNAPPET OR IN THE AGREEMENT. SNAPPETPRINCIPAL’S AGGREGATE LIABILITY TO THE CLIENT UNDER ANY THEORY OR FOR ANY REASON SHALL NOT EXCEED THE FEES PAID BY THE CLIENT LIABILTIY FOR THE PLATFORM GIVING RISE TO SUCH CLAIM ACTS OR OMISSIONS OF ITS AGENT, OR ON THE BASIS OF AN EMPLOYER’S LIABILITY FOR THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSEACTS OR OMISSIONS OF ITS EMPLOYEE.

Limitations on Liability. EXCEPT TO THE EXTENT THAT ANY PUNITIVE, 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 SPECIFICALLY SET FORTH IN THIS SECTION 13A RESULT OF THE FACTS OR CIRCUMSTANCES GIVING RISE TO SUCH THIRD PARTY CLAIM, IN NO EVENT SHALL EITHER PARTY ANY PARTY, ITS AFFILIATES OR ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE TO THE OTHER ANOTHER PARTY FOR ANY PUNITIVE, INCIDENTAL, CONSEQUENTIAL, INDIRECTSPECIAL OR INDIRECT DAMAGES IN CONNECTION WITH THE PERFORMANCE OF THIS AGREEMENT, SPECIALEVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR PUNITIVE DAMAGES ARISING FROM AND EACH PARTY HEREBY WAIVES ON BEHALF OF ITSELF AND ITS AFFILIATES ANY CLAIM FOR SUCH DAMAGES, INCLUDING ANY CLAIM FOR PROPERTY DAMAGE OR ACTION BASED ON LOST PROFITS, WHETHER ARISING IN CONTRACT, TORT OR OTHER LEGAL THEORYOTHERWISE. SNAPPET SHALL NOT BE LIABLE FOR CLIENT'S INABILITY TO USE THE PLATFORM DUE TO (I) SCHEDULED DOWNTIME, WHICH SNAPPET IN NO EVENT 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 SNAPPETPARENT’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 PLATFORM (OR ANY COMPONENT THEREOF) BY CLIENT OR ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE OF THE 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 BUYER INDEMNIFIED PARTIES FOR DAMAGES OF ANY KIND WHATSOEVER UNDER THIS AGREEMENT EXCEED, IN THE AGGREGATE, THE AGGREGATE AMOUNT OF CHARGES PAID BY BUYER HEREUNDER FOR ALL SERVICES, AND WITH RESPECT TO ANY THEORY ONE SERVICE, PARENT’S LIABILITY TO THE BUYER INDEMNIFIED PARTIES FOR DAMAGES OF ANY KIND WHATSOEVER ARISING FROM OR FOR ANY REASON RELATING TO SUCH SERVICE SHALL NOT EXCEED THE FEES AGGREGATE AMOUNT OF CHARGES PAID BY THE CLIENT BUYER HEREUNDER FOR THE PLATFORM GIVING RISE TO SUCH CLAIM FOR THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSESERVICE.

Limitations on Liability. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION 13, IN (a) UNDER NO EVENT SHALL EITHER PARTY CIRCUMSTANCES WILL LGC BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, ANY COSTS OF COVER OR REPLACEMENT SERVICES OR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR PUNITIVE CONSEQUENTIAL DAMAGES (INCLUDING ANY CLAIMS FOR LOST PROFITS, LOST BUSINESS, OR LOSS OF REPUTATION) ARISING OUT OF OR RELATING TO THE AGREEMENT, EVEN IF LGC HAS BEEN 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 ANY CLAIM OR ACTION BASED ON RELATING THE AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHER LEGAL THEORY. SNAPPET SHALL CAUSE OF ACTION, WILL NOT BE LIABLE FOR CLIENT'S INABILITY TO USE EXCEED THE PLATFORM DUE TO (I) SCHEDULED DOWNTIME, WHICH SNAPPET WILL ATTEMPT TO SCHEDULE WHEN DISTRICT SCHOOLS ARE NOT AMOUNTS LGC ACTUALLY RECEIVED FROM CLIENT IN SESSION AND ABOUT WHICH SNAPPET WILL GIVE CLIENT 14 DAYS ADVANCE WRITTEN NOTICE; (II) UNAVAILABILITY DUE TO FACTORS OUTSIDE OF 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 SIX-MONTH PERIOD PRECEDING THE DATE OF THE PLATFORM (OR ANY COMPONENT THEREOF) BY CLIENT OR ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE OF THE PLATFORM BY CLIENT IN A MANNER NOT MATERIALLY CONFORMING EVENT GIVING RISE TO THE GUIDANCE PROVIDED BY SNAPPET OR 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, ACKNOWLEDGES AND AGREES THAT THE SUPERVISION OF THE WORKER FOR THE SERVICES IS CLIENT’S RESPONSIBILITY. SNAPPET’S AGGREGATE LIABILITY CLIENT FURTHER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT 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 REGARD TO THE CLIENT UNDER ANY THEORY OR FOR ANY REASON SHALL NOT EXCEED “MEANS, MANNER AND METHOD” OF SUCH WORKERS’ PERFORMANCE IN REGARD TO THE FEES PAID BY THE CLIENT FOR THE PLATFORM GIVING RISE SERVING OF ALCOHOL TO SUCH CLAIM FOR THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSECLIENT’S PATRONS.

Limitations on Liability. EXCEPT AS SPECIFICALLY SET FORTH (a) SUBJECT TO SECTION 7.02, THE LIABILITIES OF THE 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 SECTION 13AGREEMENT), 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 (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 PARTY, ITS SUBSIDIARIES OR THEIR RESPECTIVE REPRESENTATIVES BE LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL, ANY INDIRECT, SPECIALPUNITIVE, EXEMPLARY, REMOTE, SPECULATIVE OR PUNITIVE SIMILAR DAMAGES ARISING FROM IN EXCESS OF COMPENSATORY DAMAGES OF THE OTHER PARTY IN CONNECTION WITH THE PERFORMANCE OF THIS AGREEMENT (OTHER THAN ANY SUCH LIABILITY WITH RESPECT TO A THIRD-PARTY CLAIM), AND EACH PARTY HEREBY WAIVES ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND ITS REPRESENTATIVES ANY CLAIM OR ACTION BASED ON FOR SUCH DAMAGES, WHETHER ARISING IN CONTRACT, TORT OR OTHER LEGAL THEORY. SNAPPET SHALL NOT BE LIABLE FOR CLIENT'S INABILITY TO USE THE PLATFORM DUE TO OTHERWISE. (Ic) SCHEDULED DOWNTIMEThe 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, 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; (IIii) UNAVAILABILITY DUE TO FACTORS OUTSIDE OF SNAPPET’S REASONABLE CONTROLeither Party’s obligations under Section 7.03 or 7.04, INCLUDING WITHOUT LIMITATIONor (iii) the gross negligence, ACTS OF GODwillful misconduct, 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 PLATFORM (OR ANY COMPONENT THEREOF) BY CLIENT OR ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE OF THE 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 THE CLIENT FOR THE PLATFORM GIVING RISE TO SUCH CLAIM FOR THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSEor fraud of or by the Party to be charged.

Limitations on Liability. TO THE EXTENT PERMITTED BY LAW AND EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION 13WITH RESPECT TO FAILURE TO PAY AMOUNTS PROPERLY OWED OR VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, (A) IN NO EVENT SHALL EITHER PARTY (AND/OR ITS LICENSORS) BE LIABLE TO THE OTHER FOR CONSEQUENTIALPARTY OR TO ANY THIRD PARTY, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM ANY CLAIM OR ACTION BASED ON WHETHER UNDER THEORY OF CONTRACT, TORT OR OTHER LEGAL THEORY. SNAPPET SHALL OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR SPECIAL DAMAGES (INCLUDING ANY DAMAGE TO BUSINESS REPUTATION, LOST PROFITS OR LOST DATA), WHETHER FORESEEABLE OR NOT BE LIABLE FOR CLIENT'S INABILITY TO USE AND WHETHER SUCH PARTY IS ADVISED OF THE PLATFORM DUE TO POSSIBILITY OF SUCH DAMAGES AND (IB) 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; EITHER PARTY’S (II) UNAVAILABILITY DUE TO FACTORS OUTSIDE OF 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; (IVITS LICENSORS) UNAVAILABILITY CAUSED BY ABUSE OR MISUSE OF THE PLATFORM (OR ANY COMPONENT THEREOF) BY CLIENT OR ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE OF THE PLATFORM BY CLIENT IN A MANNER NOT MATERIALLY CONFORMING TO THE GUIDANCE PROVIDED BY SNAPPET OR IN THE AGREEMENT. SNAPPET’S AGGREGATE CUMULATIVE LIABILITY TO THE OTHER PARTY, 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 ANY THEORY 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 FOR ANY REASON SHALL OTHERWISE) AND EVEN IF THIS SECTION 9 IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS MAY NOT EXCEED ALLOW THE FEES PAID 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 THE CLIENT FOR THE PLATFORM GIVING RISE TO SUCH CLAIM FOR THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSEAPPLICABLE LAW.

Limitations on Liability. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION 13, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIALFULL EXTENT PERMISSIBLE BY LAW, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM ANY CLAIM OR ACTION BASED ON CONTRACT, TORT OR OTHER LEGAL THEORY. SNAPPET SHALL THE COMPANY WILL NOT BE LIABLE FOR CLIENT'S 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, 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 SUFFERING, 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 CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE, THAT RESULT FROM THE USE OF OR INABILITY TO USE THE PLATFORM DUE TO (I) SCHEDULED DOWNTIMESITE, WHICH SNAPPET WILL ATTEMPT TO SCHEDULE WHEN DISTRICT SCHOOLS ARE NOR SHALL 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 IN SESSION AND ABOUT WHICH SNAPPET WILL GIVE CLIENT 14 DAYS ADVANCE WRITTEN NOTICE; (II) UNAVAILABILITY DUE TO FACTORS OUTSIDE OF SNAPPET’S CAUSED BY EVENTS BEYOND THE COMPANY'S REASONABLE CONTROL, INCLUDING WITHOUT LIMITATION, BUT NOT LIMITED TO ACTS OF GOD, ACTS 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 FOR ANY DAMAGE OF GOVERNMENT, FLOOD, FIRE, EARTHQUAKES, CIVIL UNREST, ACTS OF TERROR, STRIKES OR OTHER LABOR PROBLEMS (OTHER THAN THOSE INVOLVING SNAPPET’S EMPLOYEES); (III) UNAVAILABILITY ANY KIND THAT RESULTS FROM EQUIPMENT AND/THE USE OF, 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 INABILITY TO USE, THE SITE, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE PLATFORM (POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR ANY COMPONENT THEREOF) BY CLIENT EXCLUSION OF LIABILITY FOR INCIDENTAL OR ITS LICENSED USERSCONSEQUENTIAL DAMAGES; AS A RESULT, THE ABOVE LIMITATION OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE OF THE PLATFORM BY CLIENT IN A MANNER EXCLUSION MAY NOT MATERIALLY CONFORMING APPLY 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 THE CLIENT FOR THE PLATFORM GIVING RISE TO SUCH CLAIM FOR THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSEYOU.

Limitations on Liability. (a) EXCEPT AS SPECIFICALLY SET FORTH IN SECTION 7.1(c), THE CUMULATIVE AGGREGATE LIABILITIES OF PROVIDER AND ITS SUBSIDIARIES, COLLECTIVELY, UNDER THIS SECTION 13AGREEMENT 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 OR CONTEMPLATED BY THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, SHALL 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 PARTY, ITS SUBSIDIARIES OR THEIR RESPECTIVE REPRESENTATIVES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, OR PUNITIVE SIMILAR DAMAGES, DIMINUTION IN VALUE OR DAMAGES ARISING FROM ANY CLAIM OR ACTION CALCULATED BASED ON MULTIPLES OF REVENUE, EARNINGS OR OTHER METRICS (INCLUDING LOST PROFITS OR LOST REVENUES) IN CONNECTION WITH THE SALE, DELIVERY, PROVISION, RECEIPT OR USE OF OR FAILURE TO PROVIDE PROJECT SERVICES PROVIDED UNDER OR CONTEMPLATED BY THIS AGREEMENT (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 OTHER LEGAL THEORY. SNAPPET SHALL NOT BE LIABLE FOR CLIENT'S INABILITY TO USE THE PLATFORM DUE TO (ISTRICT LIABILITY) SCHEDULED DOWNTIMEOR OTHERWISE, 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 EACH PARTY HEREBY WAIVES ON BEHALF OF SNAPPET’S REASONABLE CONTROLITSELF, 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 PLATFORM (OR ITS SUBSIDIARIES AND ITS REPRESENTATIVES ANY COMPONENT THEREOF) BY CLIENT OR ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE OF THE 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 THE CLIENT FOR THE PLATFORM GIVING RISE TO SUCH CLAIM FOR THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSEDAMAGES. (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. (a) BUYERS ACKNOWLEDGE AND AGREE THAT, EXCEPT AS SPECIFICALLY 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 CONTRARY CONTAINED IN THIS AGREEMENT, NO PARTY HERETO SHALL BE ENTITLED TO RECOVER FROM ANY OTHER PARTY HERETO OR ANY OF SUCH PARTY’S AFFILIATES ANY AMOUNT IN RESPECT OF EXEMPLARY, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, REMOTE OR SPECULATIVE DAMAGES, INCLUDING LOST PROFITS; EXCEPT, HOWEVER, WITH RESPECT TO ANY OF THE FOREGOING PAID OR OWING TO A THIRD PARTY WITH RESPECT TO A THIRD PARTY CLAIM, WHICH DAMAGES SHALL BE CONSIDERED PART OF LOSSES AND SHALL BE COVERED BY THE INDEMNIFICATIONS SET FORTH IN THIS SECTION 13ARTICLE XII. (d) EXCEPT IN THE CASE OF FRAUD AND WILLFUL BREACH, ALL RELEASES, DISCLAIMERS, LIMITATIONS ON LIABILITY AND INDEMNITIES IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM ANY CLAIM OR ACTION BASED ON CONTRACT, TORT OR 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 SNAPPET’S REASONABLE CONTROLTHIS AGREEMENT, INCLUDING WITHOUT LIMITATIONTHOSE IN THIS ARTICLE XII, ACTS SHALL APPLY EVEN IN THE EVENT OF GODTHE SOLE, 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 JOINT AND/OR SOFTWARE OF THIRD PARTIES WHERE SUCH EQUIPMENT AND/CONCURRENT, ACTIVE OR SOFTWARE IS NOT WITHIN THE REASONABLE CONTROL OF SNAPPET; (IV) UNAVAILABILITY CAUSED BY ABUSE PASSIVE NEGLIGENCE, STRICT LIABILITY OR MISUSE FAULT OF THE PLATFORM (PARTY WHOSE LIABILITY IS RELEASED, DISCLAIMED, LIMITED OR ANY COMPONENT THEREOF) BY CLIENT OR ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE OF THE 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 THE CLIENT FOR THE PLATFORM GIVING RISE TO SUCH CLAIM FOR THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSEINDEMNIFIED.

Limitations on Liability. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION 13AGREEMENT, 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 EVENT REMEDY OR MEASURE OF DAMAGES IS EXPRESSLY PROVIDED HEREIN, THE OBLIGOR’S LIABILITY SHALL EITHER BE LIMITED TO DIRECT ACTUAL DAMAGES ONLY, SUCH DIRECT ACTUAL DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. UNLESS EXPRESSLY HEREIN PROVIDED, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INDIRECTINCIDENTAL, SPECIALPUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION OR OTHERWISE. IT IS THE 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 PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, OR PUNITIVE ACTIVE OR PASSIVE. TO THE EXTENT ANY DAMAGES ARISING FROM ANY CLAIM REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR ACTION BASED ON CONTRACTIMPOSSIBLE TO DETERMINE, TORT OR OTHER LEGAL THEORY. SNAPPET SHALL NOT BE LIABLE FOR CLIENT'S INABILITY TO USE OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND 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 SNAPPET’S DAMAGES CALCULATED HEREUNDER CONSTITUTE A 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 APPROXIMATION OF THE PLATFORM (HARM OR ANY COMPONENT THEREOF) BY CLIENT OR ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE OF THE 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 THE CLIENT FOR THE PLATFORM GIVING RISE TO SUCH CLAIM FOR THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSELOSS.

Limitations on Liability. EXCEPT AS SPECIFICALLY SET FORTH CREE’S AGGREGATE LIABILITY TO C&C IN DAMAGES OR OTHERWISE ARISING OUT OF THIS AGREEMENT OR ANY SALES AGREEMENT WITH RESPECT TO THE SALE OF ANY PARTICULAR PRODUCTS WILL IN NO EVENT EXCEED THE AMOUNT, 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 EVENT EXCEED $[****] USD. C&C’S AGGREGATE LIABILITY TO CREE ARISING OUT OF THIS AGREEMENT OR ANY SALES AGREEMENT WITH RESPECT TO THE PURCHASE OF ANY PARTICULAR PRODUCTS WILL IN NO EVENT EXCEED THE PURCHASE PRICE FOR SUCH PRODUCTS, PLUS OTHER AMOUNTS EXPRESSLY PROVIDED IN THIS SECTION 13AGREEMENT FOR TAXES, TRANSPORTATION COSTS, INTEREST, AND COLLECTION COSTS. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER HAVE LIABILITY IN CONNECTION WITH THIS AGREEMENT OR ANY SALES AGREEMENT FOR ANY CONSEQUENTIAL, INDIRECT, OR INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES (WHICH MAY INCLUDE LOST PROFITS, PRODUCTION, OR REVENUE, OR BUSINESS INTERRUPTION) ARISING FROM OUT OF OR IN CONNECTION WITH THIS AGREEMENT, ANY SALES AGREEMENT OR THE MANUFACTURE, USE OR PERFORMANCE OF THE PRODUCTS, EVEN IF 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 OR ACTION IS BASED ON TORT, CONTRACT, TORT WARRANTY, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY. SNAPPET , PROVIDED THAT, NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE LIMITATIONS IN THIS PARAGRAPH 18 SHALL NOT BE LIABLE IN ANY EVENT APPLY TO A PARTY’S OBLIGATION PURSUANT TO THE PROVISIONS IN PARAGRAPH 11 TO DEFEND THE OTHER PARTY AGAINST OR TO INDEMNIFY OR HOLD HARMLESS THE OTHER PARTY FOR CLIENT'S INABILITY TO USE THE PLATFORM DUE TO (I) SCHEDULED DOWNTIMEAMOUNTS CLAIMED BY, 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 SNAPPET’S REASONABLE CONTROLOWED TO, 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 RECOVERED BY A 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 PLATFORM (PARTY OR ANY COMPONENT THEREOFBREACH OF PARAGRAPH 13, 15(c) BY CLIENT OR ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE OF THE 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 THE CLIENT FOR THE PLATFORM GIVING RISE TO SUCH CLAIM FOR THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSEor 17(a).

Limitations on Liability. EXCEPT AS SPECIFICALLY SET FORTH 1. Vadoo's ENTIRE LIABILITY AND CUSTOMER'S EXCLUSIVE REMEDY IN THIS SECTION 13CONNECTION TO USE OF THE API AND THE SERVICES AND IMPLEMENTATION OF THE API IN CUSTOMER'S SYSTEM IS TO DISCONTINUE SUCH USE AND IMPLEMENTATION. Vadoo AND ITS AFFILIATES, IN NO EVENT OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SERVANTS OR AGENTS SHALL EITHER PARTY NOT BE LIABLE TO THE OTHER FOR CONSEQUENTIALANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES 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 ACTION BASED ON CONTRACTSERVICES. THESE EXCLUSIONS FOR DIRECT, TORT 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 OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF Vadoo HAD BEEN ADVISED OF THE POSSIBILITY THEREOF AND REGARDLESS OF THE LEGAL THEORYOR EQUITABLE THEORY UPON WHICH THE CLAIM IS BASED. SNAPPET 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 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 FOR CLIENTIN ANY WAY TO ANY LOSS, LIABILITY, DAMAGE OR EXPENSE RESULTING OR RELATING TO ANY ACTIVITY, COMMUNICATION, OR TRANSMISSION PERFORMED BY USERS VIA CUSTOMER'S INABILITY SYSTEM, OR TO USE USERS' RELIANCE ON ANY 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 FRAUD, MALICIOUS ACTS OR GROSS NEGLIGENCE BY THE PLATFORM DUE TO COMPANY, THE COMPANY'S ENTIRE LIABILITY UNDER THIS AGREEMENT (IINCLUDING ANY ORDER FORM) 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 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 PLATFORM (OR ANY COMPONENT THEREOF) BY CLIENT OR ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE OF THE 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 AMOUNT ACTUALLY PAID BY THE CLIENT FOR THE PLATFORM GIVING RISE TO SUCH CLAIM FOR THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSECOMPANY UNDER THIS AGREEMENT.

Limitations on Liability. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION 13, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR CONSEQUENTIALLOST PROFITS, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT, SPECIALCONSEQUENTIAL DAMAGES OR THE LIKE, OR PUNITIVE DAMAGES ARISING FROM ANY CLAIM OR ACTION BASED ON CONTRACT, TORT OR OTHER LEGAL THEORY. SNAPPET SHALL NOT BE LIABLE FOR CLIENT'S INABILITY TO USE THE PLATFORM DUE TO (I) SCHEDULED DOWNTIME, EACH OF 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 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 HEREBY EXCLUDED BY ABUSE OR MISUSE AGREEMENT OF THE PLATFORM (PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR ANY COMPONENT THEREOF) BY CLIENT OR ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE WHETHER THE PARTY HAD BEEN ADVISED OF THE PLATFORM BY CLIENT POSSIBILITY OF SUCH DAMAGES. IN A MANNER NOT MATERIALLY CONFORMING TO THE GUIDANCE PROVIDED BY SNAPPET OR IN THE AGREEMENT. SNAPPET’S NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY TO THE CLIENT UNDER OTHER PARTY OR ANY THEORY OR THIRD PARTY FOR ANY REASON SHALL CLAIMS, LOSSES, INJURIES, SUITS, DEMANDS, JUDGMENTS, LIABILITIES, COSTS, EXPENSES OR DAMAGES FOR ANY CAUSE WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, THOSE ARISING OUT OF OR RELATED TO THIS AGREEMENT) AND REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY, EXCEED THE TOTAL FEES PAID BY PREPA TO CONTRACTOR UNDER THE CLIENT FOR THE PLATFORM GIVING TASK ORDER THAT GAV E RISE TO SUCH CLAIM FOR CLAIM: PROVIDED, HOWEVER, SUCH LIMITATION OF LIABILITY SHALL NOT BE APPLICABLE TO CONTRACTOR IN CASE OF ANY DAMAGES 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. THE CALENDAR YEAR LIMITATIONS OF LIABILITY REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES. THE LIMITATIONS SPECIFIED IN WHICH SUCH CLAIM AROSETHIS SECTION 14.2 WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAV E FAILED OF ITS ESSENTIAL PURPOSE.

Limitations on Liability. 11.1 EXCEPT AS SPECIFICALLY SET FORTH OTHERWISE EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY, EITHER EXPRESS OR IMPLIED, TO THE 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 THIS 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, NEITHER PARTY SHALL 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 THE DURATION OF 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 PARTY, SAID OTHER PARTY MAY, AT ITS OPTION, TERMINATE THIS SECTION 13, AGREEMENT WITHOUT FURTHER LIABILITY BY WRITTEN NOTICE TO THE AFFECTED PARTY. 11.3 IN NO EVENT SHALL EITHER A PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, ANY INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE CONSEQUENTIAL DAMAGES ARISING FROM ANY CLAIM OR ACTION BASED ON (INCLUDING PROFITS) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT TORT, STRICT LIABILITY, OR OTHER LEGAL THEORY. SNAPPET SHALL NOT BE LIABLE FOR CLIENT'S INABILITY TO USE OTHERWISE, ARISING OUT OF THE PLATFORM DUE TO PERFORMANCE OF THIS AGREEMENT. 11.4 In the event of a full or partial service outage of the Network (IService 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) SCHEDULED DOWNTIMEcaused by equipment, WHICH SNAPPET WILL ATTEMPT TO SCHEDULE WHEN DISTRICT SCHOOLS ARE NOT IN SESSION AND ABOUT WHICH SNAPPET WILL GIVE CLIENT 14 DAYS ADVANCE WRITTEN NOTICEfacilities, or services provided by Customer; (IIii) UNAVAILABILITY DUE TO FACTORS OUTSIDE OF SNAPPET’S REASONABLE CONTROLcaused 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, 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 PLATFORM (OR ANY COMPONENT THEREOF) BY CLIENT OR ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE OF THE 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 THE CLIENT FOR THE PLATFORM GIVING RISE TO SUCH CLAIM FOR THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSEeach of Company and Customer shall be liable to the other Party for any failure to fully perform its obligations hereunder.

Limitations on Liability. EXCEPT (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 AMOUNT OF THE XXXX-UP RECEIVED BY THE PARTY PROVIDING THE SERVICES DURING SUCH TWELVE (12) MONTH PERIOD, AS SPECIFICALLY SET FORTH SUCH AMOUNT IS SPECIFIED IN THIS SECTION 13, SCHEDULE D AND AS MAY BE ADJUSTED PURSUANT TO THE TERMS OF SCHEDULE D. (ii) IN NO EVENT SHALL EITHER PARTY PARTY, ITS SUBSIDIARIES OR ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE TO THE OTHER PARTY FOR INDIRECT, EXEMPLARY, CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES ARISING FROM IN CONNECTION WITH THE PERFORMANCE OF THIS AGREEMENT, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EACH PARTY HEREBY WAIVES ON BEHALF OF ITSELF AND ITS SUBSIDIARIES ANY CLAIM FOR SUCH DAMAGES, INCLUDING ANY CLAIM FOR PROPERTY DAMAGE OR ACTION BASED ON LOST PROFITS, WHETHER ARISING IN CONTRACT, TORT OR OTHER LEGAL THEORY. SNAPPET SHALL NOT BE LIABLE FOR CLIENT'S INABILITY TO USE THE PLATFORM DUE TO OTHERWISE. (Iiii) SCHEDULED DOWNTIMEThe 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), 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; and (IIii) UNAVAILABILITY DUE TO FACTORS OUTSIDE OF 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 either Party's obligations under SECTION 7(c) (OTHER THAN THOSE INVOLVING SNAPPET’S EMPLOYEESThird Party Claims); (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 PLATFORM (OR ANY COMPONENT THEREOF) BY CLIENT OR ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE OF THE 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 THE CLIENT FOR THE PLATFORM GIVING RISE TO SUCH CLAIM FOR THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSE.

Limitations on Liability. EXCEPT 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 SPECIFICALLY SET FORTH IN THIS SECTION 13SUCH PROVISION AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED, UNLESS THE PROVISION IN NO EVENT QUESTION PROVIDES THAT THE EXPRESS REMEDIES ARE IN ADDITION TO OTHER REMEDIES THAT MAY BE AVAILABLE. EXCEPT FOR A PARTY’S INDEMNITY OBLIGATION IN RESPECT OF THIRD PARTY CLAIMS OR AS OTHERWISE EXPRESSLY HEREIN PROVIDED, NEITHER PARTY SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INDIRECTINCIDENTAL, SPECIALPUNITIVE, EXEMPLARY OR 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 PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, OR PUNITIVE ACTIVE OR PASSIVE. TO THE EXTENT ANY DAMAGES ARISING FROM ANY CLAIM REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR ACTION BASED ON CONTRACTIMPOSSIBLE TO DETERMINE, TORT OR OTHER LEGAL THEORY. SNAPPET SHALL NOT BE LIABLE FOR CLIENT'S INABILITY TO USE OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND 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 SNAPPET’S DAMAGES CALCULATED HEREUNDER CONSTITUTE A 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 APPROXIMATION OF THE PLATFORM (HARM OR ANY COMPONENT THEREOF) BY CLIENT OR ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE OF THE 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 THE CLIENT FOR THE PLATFORM GIVING RISE TO SUCH CLAIM FOR THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSELOSS.

Limitations on Liability. EXCEPT AS SPECIFICALLY SET FORTH 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 SECTION 13AGREEMENT, IN NO EVENT SOFTWARE AND SERVICES WILL BE LIMITED TO THE PAYMENTS RECEIVED FROM USER UNDER THIS AGREEMENT. NCQA AND THE NCQA PARTIES SHALL EITHER PARTY NOT BE LIABLE TO THE OTHER FOR CONSEQUENTIALDIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY TYPE ARISING FROM ANY CLAIM OUT OF OR ACTION BASED ON CONTRACTIN CONNECTION WITH THIS AGREEMENT, TORT OR 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 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 SOFTWARE AND/OR SOFTWARE SERVICES, WHETHER NCQA AND ITS LICENSORS HAVE BEEN ADVISED OF THIRD THE POSSIBILITY OF SUCH DAMAGES AND WHETHER BASED UPON BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE). NCQA AND THE NCQA PARTIES WHERE SUCH EQUIPMENT 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 ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS OF DAMAGES AND LIABILITIES SET FORTH IN THIS AGREEMENT ARE FUNDAMENTAL ELEMENTS OF THE 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 THE REASONABLE CONTROL 60 DAYS OF SNAPPET; (IV) UNAVAILABILITY CAUSED BY ABUSE OR MISUSE AGREEING TO THIS AGREEMENT AND REQUESTING A FULL REFUND OF THE PLATFORM (OR ANY COMPONENT THEREOF) BY CLIENT OR ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE OF THE 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 USER TO NCQA UNDER THIS AGREEMENT. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE CLIENT EXCLUSION OR LIMITATION OF LIABILITY FOR DAMAGES (SUCH AS CONSEQUENTIAL OR INCIDENTAL DAMAGES), OR THE PLATFORM GIVING RISE EXCLUSION OF IMPLIED WARRANTIES AND LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, THE ABOVE LIMITATIONS MAY NOT APPLY TO SUCH 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 THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSEINFRINGEMENT OF COPYRIGHT, TRADE- MARK OR OTHER INTELLECTUAL PROPERTY BASED ON MATERIAL SUPPLIED BY NCQA TO USER UNDER THIS AGREEMENT.

Limitations on Liability. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION 13, IN UNDER NO EVENT SHALL CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECTSPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), SPECIALARISING FROM BREACH OF THE AGREEMENT, THE SALE OF PROPERTY, OR PUNITIVE DAMAGES ARISING FROM ANY CLAIM OTHER PROVISION OF THIS AGREEMENT, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ACTION BASED ON CONTRACTANTICIPATED PROFITS OR LOST BUSINESS (COLLECTIVELY, TORT OR "DISCLAIMED DAMAGES"); PROVIDED THAT EACH PARTY WILL REMAIN LIABLE TO THE OTHER LEGAL THEORYPARTY TO THE EXTENT ANY DISCLAIMED DAMAGES ARE CLAIMED BY A THIRD PARTY AND ARE SUBJECT TO INDEMNIFICATION PURSUANT TO SECTION 14. SNAPPET SHALL LIABILITY ARISING UNDER THIS AGREEMENT BE LIMITED TO DIRECT, OBJECTIVELY MEASURABLE DAMAGES. THE MAXIMUM LIABILITY OF ONE PARTY TO THE OTHER PARTY FOR ANY CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT WILL NOT BE 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 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 AGGREGATE AMOUNT OF 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 PLATFORM (OR ANY COMPONENT THEREOF) BY CLIENT OR ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE OF THE PLATFORM BY CLIENT IN A MANNER NOT MATERIALLY CONFORMING PAYMENT OBLIGATIONS OWED TO THE GUIDANCE PROVIDED BY SNAPPET OR IN OTHER PARTY PURSUANT TO THE AGREEMENT. SNAPPET’S AGGREGATE LIABILITY NOTWITHSTANDING ANYTHING HEREIN TO THE CLIENT CONTRARY, OWNER'S LIABILITY IS NOT LIMITED UNDER ANY THEORY OR FOR ANY REASON SHALL NOT EXCEED THE FEES PAID BY THE CLIENT FOR THE PLATFORM GIVING RISE THIS AGREEMENT WITH RESPECT TO SUCH CLAIM FOR THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSELIABILITY ARISING FROM OWNER'S FAILURE TO SATISFY TIMELY ALL CONDITIONS PRECEDENT.

Limitations on Liability. (a) EXCEPT AS SPECIFICALLY SET FORTH 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 SECTION 13, IN NO EVENT AGREEMENT SHALL EITHER PARTY BE LIABLE NOT EXCEED AN AMOUNT EQUAL TO THE OTHER TOTAL OF ALL CHARGES (EXCLUDING PASS-THROUGH EXPENSES) PAID BY FIDELITY HEREUNDER FOR CONSEQUENTIALTHE [****] MONTH PERIOD PRECEDING THE FIRST EVENT GIVING RISE TO SUCH LIABILITY OR, INDIRECTIF LESS THAN [****] MONTHS HAVE ELAPSED SINCE THE EFFECTIVE DATE, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM ANY CLAIM OR ACTION BASED ON CONTRACT, TORT OR OTHER LEGAL THEORY. SNAPPET SHALL NOT BE LIABLE FOR CLIENT'S INABILITY TO USE THE PLATFORM DUE TO PRODUCT OF (I) SCHEDULED DOWNTIMETHE MONTHLY AVERAGE OF ALL CHARGES (EXCLUDING PASS-THROUGH EXPENSES) PAID BY FIDELITY HEREUNDER FOR EACH MONTH ELAPSED SINCE THE EFFECTIVE DATE, 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; MULTIPLIED BY (II) UNAVAILABILITY DUE TO FACTORS OUTSIDE OF SNAPPET’S REASONABLE CONTROL[****]. (b) EXCEPT AS PROVIDED IN SECTION 15.2(d) (EXCLUSIONS) HEREOF, 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 PLATFORM (OR ANY COMPONENT THEREOF) BY CLIENT OR ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE OF THE PLATFORM BY CLIENT IN A MANNER NOT MATERIALLY CONFORMING TO THE GUIDANCE PROVIDED BY SNAPPET OR IN THE AGREEMENT. SNAPPET’S FIDELITY'S AGGREGATE LIABILITY TO THE CLIENT UNDER ANY THEORY VENDOR FOR ALL CAUSES OF ACTION OR FOR ANY REASON 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 FEES PAID AMOUNT OWED TO VENDOR UNDER THE PARTICULAR WORK ORDER FROM WHICH SUCH CLAIMS AROSE. (c) NEITHER PARTY SHALL HAVE ANY LIABILITY, WHETHER BASED ON CONTRACT OR TORT (INCLUDING NEGLIGENCE) FOR ANY PUNITIVE, EXEMPLARY, CONSEQUENTIAL, SPECIAL, INDIRECT OR INCIDENTAL LOSS OR DAMAGE SUFFERED BY THE CLIENT FOR OTHER PARTY, INCLUDING LOSS OF DATA, PROFITS, INTEREST OR REVENUE, OR USE OR INTERRUPTION OF BUSINESS, ARISING FROM OR RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY IS ADVISED OF THE PLATFORM GIVING RISE TO POSSIBILITY OF SUCH CLAIM FOR THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSELOSSES OR DAMAGES.

Limitations on Liability. THE BONDS, TOGETHER WITH INTEREST THEREON, AND REDEMPTION PREMIUM, IF ANY, ARE NOT GENERAL OBLIGATIONS OF THE ISSUER, BUT ARE SPECIAL, LIMITED OBLIGATIONS OF THE ISSUER SECURED BY THE TRUST ESTATE, ARE AND WILL ALWAYS BE PAYABLE SOLELY FROM THE REVENUES AND INCOME DERIVED FROM THE TRUST ESTATE (EXCEPT TO THE EXTENT PAID OUT OF MONEYS ATTRIBUTABLE TO PROCEEDS OF THE BONDS OR THE INCOME FROM THE TEMPORARY INVESTMENT THEREOF), AND ARE AND WILL ALWAYS BE A VALID CLAIM OF THE OWNER THEREOF ONLY AGAINST THE REVENUES AND INCOME DERIVED FROM THE TRUST ESTATE, WHICH REVENUES AND INCOME MAY BE USED FOR NO OTHER PURPOSE THAN TO PAY THE PRINCIPAL INSTALLMENTS OF, REDEMPTION PREMIUM, IF ANY, AND INTEREST ON THE BONDS, EXCEPT AS SPECIFICALLY SET FORTH MAY BE EXPRESSLY AUTHORIZED OTHERWISE IN THIS SECTION 13INDENTURE AND IN THE LOAN AGREEMENT. THE BONDS AND THE OBLIGATION TO PAY INTEREST THEREON AND REDEMPTION PREMIUM, IN NO EVENT SHALL EITHER PARTY IF ANY, DO NOT NOW AND WILL NEVER CONSTITUTE A DEBT OR AN OBLIGATION OF THE STATE OF TEXAS OR ANY POLITICAL SUBDIVISION THEREOF AND NEITHER THE STATE NOR ANY POLITICAL SUBDIVISION THEREOF WILL BE LIABLE TO THEREFOR. THE OTHER FOR CONSEQUENTIALBONDS ARE NOT AND DO NOT CREATE OR CONSTITUTE IN ANY WAY AN OBLIGATION, INDIRECT, SPECIALA DEBT OR A LIABILITY OF THE STATE OF TEXAS OR ANY POLITICAL SUBDIVISION THEREOF, OR PUNITIVE DAMAGES ARISING FROM CREATE OR CONSTITUTE A PLEDGE, GIVING OR LENDING OF THE FAITH, CREDIT, OR TAXING POWER OF THE STATE OR ANY CLAIM OR ACTION BASED ON CONTRACT, TORT OR OTHER LEGAL THEORYPOLITICAL SUBDIVISION THEREOF. 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 ISSUER HAS NO TAXING POWER. THE BONDS ARE NOT IN SESSION AND ABOUT WHICH SNAPPET WILL GIVE CLIENT 14 DAYS ADVANCE WRITTEN NOTICE; (II) UNAVAILABILITY DUE TO FACTORS OUTSIDE OF 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 A DEBT OF THE PLATFORM (UNITED STATES OF AMERICA, THE UNITED STATES DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT OR ANY COMPONENT THEREOF) OTHER FEDERAL GOVERNMENTAL AGENCY AND ARE NOT GUARANTEED BY CLIENT OR ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE OF THE 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 THE CLIENT FOR THE PLATFORM GIVING RISE TO SUCH CLAIM FOR THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSE.THE

Limitations on Liability. EXCEPT AS SPECIFICALLY SET FORTH (a) SUBJECT TO SECTION 6.02, THE 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 SECTION 13AGREEMENT), 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 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 PARTY, ITS SUBSIDIARIES OR THEIR RESPECTIVE REPRESENTATIVES BE LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL, ANY INDIRECT, SPECIALINCIDENTAL, PUNITIVE, EXEMPLARY, REMOTE, SPECULATIVE OR PUNITIVE SIMILAR DAMAGES ARISING FROM IN EXCESS OF COMPENSATORY DAMAGES OF THE OTHER PARTY IN CONNECTION WITH THE PERFORMANCE OF THIS AGREEMENT (OTHER THAN ANY SUCH LIABILITY WITH RESPECT TO A THIRD-PARTY CLAIM), AND EACH PARTY HEREBY WAIVES ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND ITS REPRESENTATIVES ANY CLAIM OR ACTION BASED ON FOR SUCH DAMAGES, WHETHER ARISING IN CONTRACT, TORT OR OTHER LEGAL THEORY. SNAPPET SHALL NOT BE LIABLE FOR CLIENT'S INABILITY TO USE THE PLATFORM DUE TO OTHERWISE. (Ic) SCHEDULED DOWNTIMEThe 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, 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; (IIii) UNAVAILABILITY DUE TO FACTORS OUTSIDE OF 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 the Parties’ respective obligations under Section 6.03 or 6.04 or (OTHER THAN THOSE INVOLVING SNAPPET’S EMPLOYEES); (IIIiii) 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 PLATFORM (OR ANY COMPONENT THEREOF) BY CLIENT OR ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE OF THE 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 THE CLIENT FOR THE PLATFORM GIVING RISE TO SUCH CLAIM FOR THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSEthe willful misconduct or fraud of or by the Party to be charged.

Limitations on Liability. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION 13, 9.1 Disclaimer of Indirect Damages. IN NO EVENT SHALL WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR PUNITIVE EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, INTERRUPTION OF SERVICE, OR LOSS OF BUSINESS OR BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARISING FROM ANY CLAIM ARE FORESEEABLE AND WHETHER OR ACTION BASED NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. IN NO EVENT WILL SGG BE LIABLE FOR CUSTOMER’S PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. 9.2 Limitations on Liability. EACH PARTY’S MAXIMUM AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNT OF FEES RECEIVED BY SGG UNDER THE APPLICABLE INVOICES(S) DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE FIRST DATE ON CONTRACT, TORT OR OTHER LEGAL THEORYWHICH THE LIABILITY AROSE. 9.3 Exceptions. SNAPPET SHALL SGG WILL NOT BE LIABLE FOR CLIENT'S INABILITY ANY CLAIM OR DEMAND AGAINST CUSTOMER BY ANY THIRD PARTY EXCEPT FOR THE INDEMNIFICATION SET FORTH IN SECTION 8. THE PROVISIONS OF THIS SECTION 9 WILL APPLY TO USE ALL CLAIMS AGAINST SGG IN THE PLATFORM DUE AGGREGATE (NOT PER INCIDENT) WITHOUT REGARD TO (I) SCHEDULED DOWNTIMEWHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED, WHICH SNAPPET WILL ATTEMPT ANY LIMITED REMEDY HEREIN IS HELD 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 FAIL OF SNAPPET’S REASONABLE CONTROL, INCLUDING WITHOUT LIMITATION, ACTS OF GOD, ACTS OF GOVERNMENT, FLOOD, FIRE, EARTHQUAKES, CIVIL UNREST, ACTS OF TERROR, STRIKES ITS ESSENTIAL PURPOSE 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 FORM OF THE PLATFORM CLAIM OR CAUSE OF ACTION, WHETHER IN CONTRACT, WARRANTY, STATUTE, TORT (OR ANY COMPONENT THEREOF) BY CLIENT OR ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE OF THE PLATFORM BY CLIENT IN A MANNER INCLUDING BUT NOT MATERIALLY CONFORMING LIMITED 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 THE CLIENT FOR THE PLATFORM GIVING RISE TO SUCH CLAIM FOR THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSENEGLIGENCE AND PRODUCT LIABILITY).

Limitations on Liability. EXCEPT (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 SUCH PERIOD COMMENCING ON THE ONE YEAR ANNIVERSARY THEREOF, THE MAXIMUM LIABILITY OF THE PROVIDER AND ITS SUBSIDIARIES TO, AND THE SOLE REMEDY OF, THE PURCHASER 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 PROVIDER'S PROFITS FOR PERFORMING SERVICES HEREUNDER, WHICH SHALL BE DEEMED TO BE EQUAL TO THE AMOUNT OF THE XXXX-UP RECEIVED BY THE PROVIDER DURING SUCH TWELVE (12) MONTH PERIOD AS SPECIFICALLY SET FORTH IN THIS SECTION 13, ON EXHIBIT A AND AS MAY BE ADJUSTED PURSUANT TO THE TERMS OF EXHIBIT A. (ii) IN NO EVENT SHALL EITHER PARTY PARTY, ITS SUBSIDIARIES OR ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL, INDIRECT, SPECIALEXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING FROM IN CONNECTION WITH THE PERFORMANCE OF THIS AGREEMENT, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EACH PARTY HEREBY WAIVES ON BEHALF OF ITSELF AND ITS SUBSIDIARIES ANY CLAIM FOR SUCH DAMAGES, INCLUDING ANY CLAIM FOR PROPERTY DAMAGE OR ACTION BASED ON LOST PROFITS, WHETHER ARISING IN CONTRACT, TORT OR OTHER LEGAL THEORY. SNAPPET SHALL NOT BE LIABLE FOR CLIENT'S INABILITY TO USE THE PLATFORM DUE TO OTHERWISE. (Iiii) SCHEDULED DOWNTIMEThe foregoing limitations on liability in this SECTION 6(b) shall not apply to: (1) either Party's liability for breaches of confidentiality under SECTION 5 (Confidentiality), 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; and (II2) UNAVAILABILITY DUE TO FACTORS OUTSIDE OF 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 either Party's obligations under SECTION 6(c) (OTHER THAN THOSE INVOLVING SNAPPET’S EMPLOYEESThird Party Claims); (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 PLATFORM (OR ANY COMPONENT THEREOF) BY CLIENT OR ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE OF THE 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 THE CLIENT FOR THE PLATFORM GIVING RISE TO SUCH CLAIM FOR THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSE.

Limitations on Liability. EXCEPT AS SPECIFICALLY SET FORTH IN CUSTOMER AGREES THAT, REGARDLESS OF THE FORM OF ANY CLAIM, CUSTOMER'S SOLE REMEDY AND PROSOFT'S SOLE OBLIGATION SHALL BE GOVERNED BY THIS SECTION 13AGREEMENT, AND IN NO EVENT SHALL EITHER PARTY PROSOFT'S LIABILITY EXCEED THE LICENSE FEES ACTUALLY PAID FOR THE COURSEWARE TITLES THAT GAVE RISE TO THE 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 9.2 OF THIS AGREEMENT. CUSTOMER EXPRESSLY AGREES THAT IN NO EVENT SHALL PROSOFT BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL OR PUNITIVE SPECIAL DAMAGES ARISING FROM ANY CLAIM OR ACTION BASED ON SECTION 9.2, BREACH OF WARRANTY, BREACH OF CONTRACT, TORT NEGLIGENCE OR ANY OTHER LEGAL THEORY, WHETHER IN TORT OR 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 BUSINESS OPPORTUNITIES, LOSS OF USE OF SOFTWARE, LOSS OF DATA, COST OF RECREATING DATA, COST OF CAPITAL, COST OF ANY SUBSTITUTE SOFTWARE, OR LOSSES CAUSED BY DELAY. SNAPPET PROSOFT SHALL NOT BE LIABLE RESPONSIBLE FOR CLIENT'S INABILITY TO ANY DAMAGES OR EXPENSES RESULTING FROM ALTERATION OR UNAUTHORIZED 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 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 PLATFORM 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 ONE OR MORE OF THE FOLLOWING: (OR ANY COMPONENT THEREOFA) BY CLIENT OR ITS LICENSED USERSREPLACEMENT OF THE COURSEWARE TITLES WITH FUNCTIONALLY COMPARABLE MATERIALS; OR (VB) UNAVAILABILITY CAUSED BY USE SUPPLEMENT, MODIFY OR MAINTENANCE OF REVISE THE PLATFORM BY CLIENT IN A MANNER NOT MATERIALLY CONFORMING COURSEWARE TITLES TO MEET THE GUIDANCE PROVIDED BY SNAPPET REQUIRED WARRANTY 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 THE CLIENT FOR THE PLATFORM GIVING RISE TO SUCH CLAIM FOR THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSECONDITION.

Limitations on Liability. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION 13, IN NO EVENT SHALL 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 ONLINE SYSTEM, THE SITE OR ANY SERVICES HEREUNDER; OR (ii) EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM ANY CLAIM OR ACTION BASED ON CONTRACT, TORT OR 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 BREACH OF THIS AGREEMENT IN SESSION AND ABOUT WHICH SNAPPET WILL GIVE CLIENT 14 DAYS ADVANCE WRITTEN NOTICE; (II) UNAVAILABILITY DUE TO FACTORS OUTSIDE OF 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 EXCESS OF THE PLATFORM AMOUNTS PAID OR PAYABLE BY INSURER TO AFS UNDER THIS AGREEMENT DURING THE EIGHTEEN (OR ANY COMPONENT THEREOF18) BY CLIENT OR ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE MONTHS PRIOR TO THE OCCURRENCE OF THE 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 THE CLIENT FOR THE PLATFORM EVENTS GIVING RISE TO SUCH CLAIM DAMAGES, EVEN IF 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 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 THE PRICE PAID FOR THE CALENDAR YEAR PRODUCTS AND SERVICES PROVIDED. THE WAIVERS AND LIMITATIONS OF LIABILITY PROVIDED IN WHICH SUCH CLAIM AROSETHIS SECTION 5 ARE A FUNDAMENTAL BASIS OF THE BARGAIN. Nothing in this Agreement is intended to create rights in or for the benefit of any Authorized User or other third party, the indemnifications of each party herein being intended to benefit only the other party hereto, and such other party’s respective successors and permitted assigns.

Limitations on Liability. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION 13TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT IN NO EVENT SHALL EITHER PARTY WILL THE ARSNL ENTITIES BE LIABLE TO THE OTHER (A) FOR CONSEQUENTIAL, ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING FROM ANY CLAIM OUT OF OR ACTION BASED ON CONTRACT, TORT RELATED TO YOUR USE OR OTHER LEGAL THEORY. SNAPPET SHALL NOT BE LIABLE FOR CLIENT'S INABILITY TO USE THE PLATFORM DUE TO NFT, ARTWORK, MODELS OR ASSOCIATED CONTENT), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THIS AGREEEMENT OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE NFTS, ARTWORK, MODELS AND ASSOCIATED CONTENT OR THIS AGREEMENT AND WHETHER IN CONTRACT, PRODUCT LIABILITY OR TORT (INCLUDING STRICT LIABILITY OR NEGLIGENCE) OR OTHERWISE, EVEN IF THE ARSNL ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH 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, MODELS 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) 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; $1,000 OR (II) UNAVAILABILITY DUE THE AMOUNT PAID TO FACTORS OUTSIDE OF 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 PLATFORM (OR ANY COMPONENT THEREOF) BY CLIENT OR ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE OF THE 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 ARSNL FOR ANY REASON SHALL NOT EXCEED THE FEES PAID BY THE CLIENT FOR THE PLATFORM GIVING RISE TO SUCH CLAIM FOR THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSEYOUR NFT.

Limitations on Liability. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION 13, IN NO EVENT SHALL EITHER PARTY InfluencerCEO’s liability arising out of or related to this agreement shall not exceed the amount of Commissions actually earned by you in the period of twelve (12) months immediately preceding the date on which you present us with a claim arising out of or related to this agreement. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE LIABLE TO THE OTHER FOR CONSEQUENTIALINDIRECT, INDIRECTINCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR PUNITIVE DAMAGES ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA ARISING FROM ANY CLAIM OR ACTION BASED ON CONTRACTIN CONNECTION WITH THE SERVICE OFFERINGS, TORT OR 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 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 EVEN IF WE HAVE BEEN ADVISED OF THE PLATFORM (OR ANY COMPONENT THEREOF) BY CLIENT OR ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE POSSIBILITY OF THE PLATFORM BY CLIENT IN A MANNER NOT MATERIALLY CONFORMING TO THE GUIDANCE PROVIDED BY SNAPPET OR IN THE AGREEMENTTHOSE DAMAGES. SNAPPET’S FURTHER, OUR AGGREGATE LIABILITY TO ARISING IN CONNECTION WITH THE CLIENT UNDER ANY THEORY OR FOR ANY REASON SHALL SERVICE OFFERINGS WILL NOT EXCEED THE TOTAL FEES PAID BY OR PAYABLE TO YOU UNDER THIS AGREEMENT IN THE CLIENT FOR TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE PLATFORM DATE ON WHICH THE EVENT GIVING RISE TO SUCH THE MOST RECENT CLAIM FOR OF LIABILITY OCCURRED. YOU HEREBY WAIVE ANY RIGHT OR REMEDY IN EQUITY, INCLUDING THE CALENDAR YEAR RIGHT TO SEEK SPECIFIC PERFORMANCE, INJUNCTIVE OR OTHER EQUITABLE RELIEF IN WHICH SUCH CLAIM AROSECONNECTION WITH THIS AGREEMENT. NOTHING IN THIS PARAGRAPH WILL OPERATE TO LIMIT LIABILITIES THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

Limitations on Liability. EXCEPT AS SPECIFICALLY SET FORTH IN ARCHON SYSTEMS WILL HAVE NO LIABILITY WITH RESPECT TO ITS PARTNER PROGRAM(S) INCLUDING THE REFERRAL PARTNER PROGRAM, THE INFLOW CLOUD™ SERVICES, THE ARCHON SYSTEM MATERIALS, THE ARCHON SYSTEMS TRADEMARKS, OR ARCHON SYSTEMS’ OBLIGATIONS UNDER THIS SECTION 13AGREEMENT OR OTHERWISE, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIALANY DIRECT, INDIRECT, INCIDENTAL, RELIANCE, SPECIAL, CONSEQUENTIAL, PUNITIVE OR PUNITIVE EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES ARISING FROM ANY CLAIM OR ACTION BASED ON CONTRACTFOR LOSSES OF PROFITS, TORT GOODWILL, USE, DATA OR OTHER LEGAL THEORY. SNAPPET SHALL NOT BE LIABLE FOR CLIENT'S INTANGIBLE LOSSES RESULTING IN ANY WAY FROM THE INFLOW CLOUD™ SERVICES, THE ARCHON SYSTEMS TRADEMARKS, ARCHON SYSTEMS’ OBLIGATIONS UNDER THIS AGREEMENT, OR PARTNER’S PARTICIPATION OR INABILITY TO USE PARTICIPATE IN THE PLATFORM DUE TO (I) SCHEDULED DOWNTIMEPARTNER PROGRAM, 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 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 EVEN IF ARCHON SYSTEMS HAS BEEN ADVISED OF THE PLATFORM (OR POSSIBILITY OF SUCH DAMAGES. IN ANY COMPONENT THEREOF) BY CLIENT OR ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE OF THE PLATFORM BY CLIENT IN A MANNER NOT MATERIALLY CONFORMING TO THE GUIDANCE PROVIDED BY SNAPPET OR IN THE AGREEMENT. SNAPPET’S AGGREGATE EVENT, ARCHON SYSTEMS’, LIABILITY TO THE CLIENT REFERRAL PARTNER UNDER ANY THEORY OR THIS AGREEMENT FOR ANY REASON SHALL NOT EXCEED WILL BE LIMITED TO THE FEES COMMISSION PAID TO REFERRAL PARTNER BY ARCHON SYSTEMS DURING THE CLIENT FOR SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE PLATFORM EVENT GIVING RISE TO SUCH THE CLAIM FOR DAMAGES. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSEAGGREGATE, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS.

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 INDEMNIFICATION OBLIGATIONS HEREUNDER, AND FRAUD (AS SPECIFICALLY DEFINED IN THE APA): (A) IN NO EVENT WILL RECIPIENT OR ANY OF ITS AFFILIATES OR PROVIDER OR ANY OF ITS AFFILIATES BE LIABLE FOR ANY LOSS OF PROFIT, INDIRECT, INCIDENTAL, SPECIAL, 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 OF ITS AFFILIATES OR THE AGGREGATE LIABILITY OF PROVIDER OR ANY OF ITS AFFILIATES ARISING FROM OR RELATING TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID OR PAYABLE BY RECIPIENT TO PROVIDER UNDER THIS AGREEMENT. EACH PARTY ACKNOWLEDGES THAT THE LIMITATIONS OF LIABILITY CONTAINED IN THIS SECTION 8 REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS SECTION 13AGREEMENT AND THAT THE OTHER PARTY WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON LIABILITY. WITHOUT LIMITING ANY OF THE EXPRESS OBLIGATIONS OR COMMITMENTS IN THIS AGREEMENT, EXCEPT IN NO EVENT SHALL EITHER PARTY BE LIABLE 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 OTHER FOR CONSEQUENTIAL, INDIRECT, SPECIAL, SERVICES OR PUNITIVE DAMAGES ARISING FROM ANY CLAIM OR ACTION BASED ON CONTRACT, TORT OR 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 SUBJECT MATTER OF SNAPPET’S REASONABLE CONTROLTHIS AGREEMENT, INCLUDING WITHOUT LIMITATIONANY WARRANTY OF MERCHANTABILITY, 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 PLATFORM (OR ANY COMPONENT THEREOF) BY CLIENT OR ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE OF THE 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 FITNESS FOR ANY REASON SHALL NOT EXCEED PARTICULAR PURPOSE OR USE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, TIMELINESS, COMPLETENESS OR THE FEES PAID BY THE CLIENT FOR THE PLATFORM GIVING RISE RESULTS TO BE OBTAINED FROM SUCH CLAIM FOR THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSESERVICES.

Limitations on Liability. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION 13, IN NO EVENT SHALL EITHER PARTY THE COMMZOOM GROUP BE LIABLE TO THE OTHER FOR CONSEQUENTIALANY INDIRECT, INDIRECTINCIDENTAL, EXEMPLARY, PUNITIVE, SPECIAL, CONSEQUENTIAL OR PUNITIVE SIMILAR DAMAGES ARISING FROM ANY CLAIM OUT OF OR ACTION BASED ON CONTRACTRELATED TO THIS AGREEMENT, TORT THE EQUIPMENT, THE SERVICES, OR OTHER LEGAL THEORY. SNAPPET SHALL NOT BE LIABLE FOR CLIENT'S YOUR USE OF OR INABILITY TO USE THE PLATFORM DUE TO (I) SCHEDULED FOREGOING, INCLUDING LOST BUSINESS OR PROFITS, BUSINESS INTERRUPTION OR 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 LOSS OF SNAPPET’S REASONABLE CONTROLINFORMATION OR DATA, INCLUDING WITHOUT LIMITATION, ACTS OR COST OF GOD, ACTS PROCUREMENT OF GOVERNMENT, FLOOD, FIRE, EARTHQUAKES, CIVIL UNREST, ACTS OF TERROR, STRIKES SUBSTITUTE OR OTHER LABOR PROBLEMS (OTHER THAN THOSE INVOLVING SNAPPET’S EMPLOYEES); (III) UNAVAILABILITY THAT RESULTS FROM EQUIPMENT AND/REPLACEMENT GOODS OR SOFTWARE OF THIRD PARTIES WHERE SUCH EQUIPMENT AND/OR SOFTWARE IS NOT WITHIN SERVICES. THE REASONABLE CONTROL OF SNAPPET; (IV) UNAVAILABILITY CAUSED BY ABUSE OR MISUSE TOTAL CUMULATIVE LIABILITY OF THE PLATFORM (COMMZOOM GROUP ARISING OUT OF AND RELATED TO THIS AGREEMENT, THE EQUIPMENT, THE SERVICES, AND YOUR USE OF OR ANY COMPONENT THEREOF) BY CLIENT OR ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY INABILITY TO USE OR MAINTENANCE THE FOREGOING SHALL NOT, REGARDLESS OF THE PLATFORM BY CLIENT IN A MANNER NOT MATERIALLY CONFORMING NUMBER OF INCIDENTS OR CAUSES GIVING RISE TO ANY SUCH LIABILITY, EXCEED 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 LESSER OF: (A) THE FEES PAID BY CUSTOMER TO COMMZOOM IN RESPECT OF THE CLIENT FOR THE PLATFORM EQUIPMENT AND SERVICES GIVING RISE TO THE CLAIM(S); OR (B) THE TOTAL FEES PAID BY CUSTOMER TO COMMZOOM UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE ACCRUAL OF THE FIRST SUCH CLAIM FOR CLAIM. THE CALENDAR YEAR LIMITATIONS ON LIABILITY IN WHICH THIS SECTION SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, REGARDLESS OF THE CAUSE OF ACTION OR BASIS OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, INDEMNITY OR OTHERWISE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH CLAIM AROSEDAMAGES. 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. (a) EXCEPT AS SPECIFICALLY SET FORTH PROVIDED IN SECTION 14.2(d) (EXCLUSIONS) BELOW, VENDOR'S AGGREGATE LIABILITY TO JPMC 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 A PARTICULAR TASK ORDER UNDER THIS AGREEMENT IN ANY ONE TASK ORDER YEAR SHALL NOT EXCEED THE GREATER OF: (i) [***********] THE AGGREGATE SUM PAID TO VENDOR DURING THE IMMEDIATELY PRECEDING [***********] PERIOD FOR THE TASK ORDER UNDER WHICH SUCH CLAIM AROSE PROVIDED, HOWEVER THAT IF THE EVENT THAT IS THE SUBJECT OF THE CLAIM OCCURS DURING THE FIRST [******** ] MONTHS AFTER THE TASK ORDER EFFECTIVE DATE, LIABILITY SHALL NOT EXCEED [********] AN AMOUNT EQUAL TO (Y) THE AVERAGE OF THE TOTAL CHARGES PAID TO VENDOR FOR THE MONTHS OF THE TASK ORDER TERM THAT HAVE PASSED, MULTIPLIED BY (Z) [********] AND (ii) [***************] [**********] PROVIDED THAT SUBJECT TO SECTION 1314.2(d) (EXCLUSIONS) BELOW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM ANY CLAIM OR ACTION BASED ON CONTRACT, TORT OR OTHER LEGAL THEORY. SNAPPET SHALL NOT BE LIABLE FOR CLIENTVENDOR'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 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 PLATFORM (OR ANY COMPONENT THEREOF) BY CLIENT OR ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE OF THE PLATFORM BY CLIENT IN A MANNER NOT MATERIALLY CONFORMING TO THE GUIDANCE PROVIDED BY SNAPPET OR IN THE AGREEMENT. SNAPPET’S AGGREGATE LIABILITY TO JPMC 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 ARISING UNDER THE CLIENT UNDER ANY THEORY AGREEMENT (INCLUDING ALL TASK ORDERS) DURING THE AGREEMENT TERM EXCEED [*******************************]. (b) EXCEPT AS PROVIDED IN SECTION 14.2(d) (EXCLUSIONS) BELOW, JPMC'S AGGREGATE LIABILITY TO VENDOR FOR ALL CAUSES OF ACTION OR FOR ANY REASON 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 FEES AMOUNT PAID AND OWED TO VENDOR UNDER THE PARTICULAR TASK ORDER FROM WHICH SUCH CLAIMS AROSE. (c) SUBJECT TO SECTION 14.1 (DIRECT DAMAGES), AND EXCEPT AS PROVIDED IN SECTION 14.2(d) (EXCLUSIONS) BELOW, NEITHER PARTY SHALL HAVE ANY LIABILITY, WHETHER BASED ON CONTRACT OR TORT (INCLUDING NEGLIGENCE) FOR ANY PUNITIVE, EXEMPLARY, CONSEQUENTIAL, SPECIAL, INDIRECT OR INCIDENTAL LOSS OR DAMAGE SUFFERED BY THE CLIENT OTHER PARTY, INCLUDING LOSS OF DATA, PROFITS (EXCLUDING PROFITS UNDER THIS AGREEMENT), INTEREST OR REVENUE, OR USE OR INTERRUPTION OF BUSINESS, ARISING FROM OR RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY IS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES. PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE PLATFORM GIVING RISE TO SUCH CLAIM FOR THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSESECURITIES ACT; [***] DENOTES OMISSIONS. (d) Exclusions. The limitations or exculpation's of liability set forth in Section 14.2(a), Section 14.2(b), and Section 14.2(c) are not applicable to (i) the failure of JPMC to make undisputed payments due under this Agreement, (ii) indemnification Claims as set forth in Sections 13.1(a) and (c), and Section 13.2, (iii) Supplier's breach of any provision contained in Section 12.1 (Representations and Warranties) or Section 18 (Security; Information Technology Control Policies), (iv) breaches of Article 11 (Confidentiality; Compliance with Privacy Policies) (including Agreement Exhibit H), (v) Supplier's fraud and other willful misconduct, (vi) Supplier's Abandonment (as such term is defined herein) of its obligations under this Agreement, and (vii) reimbursements of damages pursuant to Section 14.1 (Direct Damages). "Abandonment", as such term is used herein, shall mean (1) Supplier's refusal or intentional cessation of performing any material obligation under this Agreement, or (2) Supplier's purported termination of this Agreement without providing the notices required hereunder.

Limitations on Liability. EXCEPT FOR LICENSEE’S MISAPPROPRIATION OF LICENSOR’S INTELLECTUAL PROPERTY RIGHTS, TO THE EXTENT 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 THE AGREEMENT, OR FOR BREACH OF THE AGREEMENT, INCLUDING WITHOUT LIMITATION THOSE RELATING TO THE LICENSOR PACKAGE, SUPPORT AND MAINTENANCE AND PROFESSIONAL SERVICES, HOWEVER CAUSED AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, SHALL IN NO EVENT EXCEED 100% OF THE AGGREGATE AMOUNT RECEIVED BY LICENSOR FROM LICENSEE UNDER THE AGREEMENT AS SPECIFICALLY SUBSCRIPTION FEES DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE DATE THE CAUSE OF ACTION AROSE. THE LIMITATIONS SET FORTH IN THIS SECTION 13, IN NO EVENT 10 SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM ANY CLAIM OR ACTION BASED ON CONTRACT, TORT OR 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 APPLY EVEN IF LICENSOR AND ABOUT WHICH SNAPPET WILL GIVE CLIENT 14 DAYS ADVANCE WRITTEN NOTICE; (II) UNAVAILABILITY DUE TO FACTORS OUTSIDE OF 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 ITS RELATED PARTIES WHERE SUCH EQUIPMENT AND/OR SOFTWARE IS NOT WITHIN THE REASONABLE CONTROL OF SNAPPET; (IV) UNAVAILABILITY CAUSED BY ABUSE OR MISUSE HAVE BEEN ADVISED OF THE PLATFORM (OR POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY COMPONENT THEREOF) BY CLIENT OR ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE FAILURE OF THE 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 ESSENTIAL PURPOSE OF ANY THEORY OR FOR ANY REASON SHALL NOT EXCEED THE FEES PAID BY THE CLIENT FOR THE PLATFORM GIVING RISE TO SUCH CLAIM FOR THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSELIMITED REMEDY.

Limitations on Liability. A. EXCEPT AS SPECIFICALLY SET FORTH STATED IN SECTION II, ABOVE, TO THE CONTRARY, STALLWATCH DISCLAIMS AND MAKES NO REPRESENTATION, 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 BY THEFT, 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 SECTION 13AGREEMENT 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 EITHER PARTY STALLWATCH BE LIABLE FOR, AND CUSTOMER HEREBY WAIVES ANY RIGHT TO THE OTHER FOR CONSEQUENTIALCLAIM, INDIRECT, ANY AND ALL SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES ARISING FROM ANY CLAIM OR ACTION BASED ON CONTRACT, TORT OR OTHER LEGAL THEORY. SNAPPET SHALL NOT BE LIABLE FOR CLIENT'S INABILITY TO USE CONSEQUENTIAL DAMAGES. D. THE PLATFORM DUE TO (I) SCHEDULED DOWNTIME, WHICH SNAPPET WILL ATTEMPT TO SCHEDULE WHEN DISTRICT SCHOOLS ARE NOT IN SESSION EQUIPMENT AND ABOUT WHICH SNAPPET WILL GIVE CLIENT 14 DAYS ADVANCE WRITTEN NOTICE; (II) UNAVAILABILITY DUE TO FACTORS OUTSIDE MONITORING SERVICES EMPLOY WIRELESS TECHNOLOGY AND MAY FACILITATE TRANSMISSION OF 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 DATA AND/OR SOFTWARE VIDEO VIA SATELLITE OR THE INTERNET. BY UTILIZING SUCH EQUIPMENT, CUSTOMER ACKNOWLEDGES THAT ANY 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 THIRD PARTIES WHERE SUCH 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 SOFTWARE 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 CLAIM. FURTHER, THE LIMITATIONS OF LIABILITY SET FORTH HEREIN WILL BE EFFECTIVE EVEN IF STALLWATCH KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF A PARTICULAR LOSS, DAMAGE OR LIABILITY. ANY WARRANTIES IMPOSED BY LAW WHICH MAY NOT BE SO LIMITED, WAIVED OR DISCLAIMED AS SET FORTH HEREIN SHALL INSTEAD BE DEEMED LIMITED, WAIVED OR DISCLAIMED TO THE FULLEST EXTENT POSSIBLE WITHIN THE REASONABLE CONTROL BOUNDS OF SNAPPET; (IV) UNAVAILABILITY CAUSED BY ABUSE OR MISUSE OF THE PLATFORM (OR ANY COMPONENT THEREOF) BY CLIENT OR ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE OF THE 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 THE CLIENT FOR THE PLATFORM GIVING RISE TO SUCH CLAIM FOR THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSELAWS.

Limitations on Liability. EXCEPT AS SPECIFICALLY SET FORTH TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER AGREES THAT THE ENTIRE LIABILITY OF XXXXXX AND CUSTOMER’S EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES, THE SOFTWARE, THE PROFESSIONAL SERVICES AND ANY OTHER PRODUCTS, MATERIALS OR SERVICES SUPPLIED BY XXXXXX IN CONNECTION WITH THIS SECTION 13AGREEMENT 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 EITHER PARTY XXXXXX BE LIABLE TO LIABLE, REGARDLESS OF THE OTHER FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING FUNDAMENTAL BREACH OR NEGLIGENCE, FOR ANY INDIRECT, PUNITIVE, CONSEQUENTIAL, INDIRECTINCIDENTAL, SPECIAL, OR PUNITIVE EXEMPLARY DAMAGES ARISING FROM ANY CLAIM OR ACTION BASED ON CONTRACT, TORT OR 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 SNAPPET’S REASONABLE CONTROLWHATSOEVER, INCLUDING WITHOUT LIMITATIONLIMITATION FOR LOST PROFITS, ACTS LOSS OF GODREVENUE, ACTS FAILURE TO REALIZE ANTICIPATED SAVINGS, LOST OR DAMAGED DATA, LOSS OF GOVERNMENTGOODWILL, FLOODBUSINESS OPPORTUNITIES OR REPUTATION, FIREOR ECONOMIC LOSS, EARTHQUAKESARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, 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 EVEN IF IT HAS BEEN ADVISED OF THE PLATFORM (POSSIBILITY OF SUCH POTENTIAL LOSS OR ANY COMPONENT THEREOF) BY CLIENT DAMAGES, OR ITS LICENSED USERS; SUCH LOSSES OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE OF THE 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 THE CLIENT FOR THE PLATFORM GIVING RISE TO SUCH CLAIM FOR THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSEDAMAGES ARE FORESEEABLE.

Limitations on Liability. THE LIABILITY OF LANDLORD TO A TENANT PARTY FOR ANY DEFAULT BY LANDLORD AND THE LIABILITY OF A TENANT PARTY TO LANDLORD SHALL BE LIMITED TO ACTUAL AND DIRECT DAMAGES (EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION 13, HEREINAFTER PROVIDED WITH RESPECT TO TENANT). IN NO EVENT SHALL EITHER PARTY LANDLORD OR TENANT BE LIABLE TO THE OTHER FOR CONSEQUENTIALCONSEQUENTIAL OR SPECIAL DAMAGES BY REASON OF A FAILURE TO PERFORM (OR A DEFAULT) BY SUCH PARTY HEREUNDER OR OTHERWISE EXCEPT, INDIRECTWITH RESPECT TO TENANT, SPECIALDUE TO HOLDOVER. EXCEPT FOR CLAIMS WHICH MAY BE COVERED BY INSURANCE, OR PUNITIVE DAMAGES ARISING FROM ANY CLAIM OR ACTION BASED ON CONTRACTIF A TENANT PARTY SHALL RECOVER A MONEY JUDGMENT AGAINST LANDLORD, TORT OR OTHER LEGAL THEORY. SNAPPET THE TENANT PARTY AGREES THAT SUCH MONEY JUDGMENT SHALL BE SATISFIED SOLELY BY LANDLORD’S INTEREST IN THE PREMISES AND BUILDING, AS THE SAME MAY THEN BE ENCUMBERED, AND LANDLORD, ITS MEMBERS, MANAGERS, AFFILIATES, PARTNERS, OFFICERS, DIRECTORS, SHAREHOLDERS, AND EMPLOYEES SHALL NOT BE LIABLE OTHERWISE FOR CLIENT'S INABILITY ANY OTHER CLAIM ARISING OUT OF OR RELATING TO USE THIS LEASE. IN THE PLATFORM DUE EVENT TENANT OBTAINS A FINAL NONAPPEALABLE JUDGMENT AGAINST LANDLORD, BUT IS UNABLE TO (I) SCHEDULED DOWNTIMECOLLECT AFTER REASONABLE COLLECTION EFFORTS BECAUSE LANDLORD HAS NO EQUITY IN THE BUILDING, WHICH SNAPPET WILL ATTEMPT OR IS OTHERWISE JUDGMENT PROOF, TENANT, AT ITS OPTION, MAY OFFSET THE JUDGMENT AGAINST ITS RENTAL OBLIGATIONS HEREUNDER. EXCEPT 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 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 EXTENT CAUSED BY ABUSE THE GROSS NEGLIGENCE OR MISUSE WILLFUL MISCONDUCT OF LANDLORD, ITS AGENTS, EMPLOYEES OR CONTRACTORS, LANDLORD SHALL NOT BE LIABLE TO A TENANT PARTY FOR ANY CLAIMS, ACTIONS, DEMANDS, COSTS, EXPENSES, DAMAGE, OR LIABILITY OF ANY KIND ARISING FROM THE USE, OCCUPANCY OR ENJOYMENT OF THE PLATFORM (PREMISES BY A TENANT PARTY OR AS A RESULT OF ANY COMPONENT THEREOF) BY CLIENT LOSS OF OR ITS LICENSED USERS; DAMAGE TO PROPERTY OF TENANT OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE OF THE PLATFORM BY CLIENT IN A MANNER NOT MATERIALLY CONFORMING TO THE GUIDANCE PROVIDED BY SNAPPET OR OTHERS LOCATED IN THE AGREEMENT. SNAPPET’S AGGREGATE LIABILITY TO PREMISES OR THE CLIENT UNDER ANY THEORY BUILDING BY REASON OF THEFT OR FOR ANY REASON SHALL NOT EXCEED THE FEES PAID BY THE CLIENT FOR THE PLATFORM GIVING RISE TO SUCH CLAIM FOR THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSEBURGLARY.

Limitations on Liability. EXCEPT AS SPECIFICALLY SET FORTH NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS SECTION 13AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO ONECAUSE OR ANY OF ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, SUPPLIERS AND REPRESENTATIVES (THE OTHER FOR CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM ANY CLAIM OR ACTION BASED ON CONTRACT, TORT OR OTHER LEGAL THEORY. SNAPPET SHALL NOT "ONECAUSE GROUP") BE LIABLE FOR CLIENT'S ANY DIRECT OR INDIRECT DAMAGES TO CUSTOMER OR TO ANY THIRD PARTY, INCLUDING WITHOUT LIMITATION LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR RESULTING FROM THE USE OR INABILITY TO USE THE PLATFORM DUE TO (I) SCHEDULED DOWNTIMESERVICES OR MATERIALS, WHICH SNAPPET WILL ATTEMPT TO SCHEDULE WHEN DISTRICT SCHOOLS ARE NOT OR ANY LOSS OF USE OF DATA IN SESSION AND ABOUT WHICH SNAPPET WILL GIVE CLIENT 14 DAYS ADVANCE WRITTEN NOTICE; (II) UNAVAILABILITY DUE TO FACTORS OUTSIDE OF 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 AN AMOUNT IN EXCESS OF THE PLATFORM GREATER OF: (OR ANY COMPONENT THEREOFA) THE AGGREGATE FEES PAID BY CLIENT OR ITS LICENSED USERSCUSTOMER TO ONECAUSE FOR THE PRODUCTS AND SERVICES HEREUNDER; OR (VB) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE OF $1,000. CUSTOMER AGREES THAT THIS LIMITATION ON DAMAGES IN THIS PARAGRAPH IS INCLUDED AS A MATERIAL INDUCEMENT TO ONECAUSE TO ENTER INTO THIS AGREEMENT AND THAT THE PLATFORM BY CLIENT IN A MANNER PRICING AND OTHER TERMS MADE AVAILABLE TO CUSTOMER WOULD NOT MATERIALLY CONFORMING TO THE GUIDANCE PROVIDED BY SNAPPET OR HAVE BEEN AVAILABLE IF THIS PARAGRAPH WERE NOT INCLUDED IN THE AGREEMENT. SNAPPET’S AGGREGATE LIABILITY TO THE CLIENT UNDER CUSTOMER SHALL BE PRECLUDED FROM MAKING ANY THEORY OR FOR ANY REASON SHALL NOT EXCEED THE FEES PAID BY THE CLIENT FOR THE PLATFORM GIVING RISE TO SUCH CLAIM FOR THE CALENDAR YEAR IN WHICH DAMAGES IF SUCH CLAIM AROSEIS NOT MADE WITHIN THE ONE (1)-YEAR PERIOD FOLLOWING THE EVENT DATE.

Limitations on Liability. EXCEPT AS SPECIFICALLY SET FORTH (a) SUBJECT TO SECTION 10.4 BELOW, THE TOTAL AGGREGATE LIABILITY OF VENDOR AND ITS AFFILIATES TO CUSTOMER ITS AFFILIATES AND OTHER PERSONS, IN RESPECT OF ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS SECTION 13AGREEMENT 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 SHALL EITHER PARTY BE LIABLE EXCEED, WHEN AGGREGATED WITH ALL OTHER CLAIMS HEREUNDER: (A) WITH RESPECT TO CLAIMS WHICH ARISE AFTER THE OTHER FOR CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM ANY CLAIM OR ACTION BASED ON CONTRACT, TORT OR 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 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 FIRST ANNIVERSARY OF THE PLATFORM (OR ANY COMPONENT THEREOF) BY CLIENT OR ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE OF THE 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 EFFECTIVE DATE, THE FEES AND CHARGES PAID BY THE CLIENT FOR THE PLATFORM 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 CALENDAR 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 WHICH 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 AROSEMOVING FORWARD TO SUCH EVENT.

Limitations on Liability. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION 13, IN NO EVENT SHALL EITHER PARTY PREPA BE LIABLE TO THE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR CONSEQUENTIALLOST PROFITS, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT, SPECIALCONSEQUENTIAL DAMAGES OR THE LIKE, OR PUNITIVE DAMAGES ARISING FROM ANY CLAIM OR ACTION BASED ON CONTRACT, TORT OR OTHER LEGAL THEORY. SNAPPET SHALL NOT BE LIABLE FOR CLIENT'S INABILITY TO USE THE PLATFORM DUE TO (I) SCHEDULED DOWNTIME, EACH OF 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 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 HEREBY -EXCLUDED BY ABUSE OR MISUSE AGREEMENT OF THE PLATFORM (PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR ANY COMPONENT THEREOF) BY CLIENT OR ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE WHETHER PREPA HAD BEEN ADVISED OF THE PLATFORM BY CLIENT POSSIBILITY OF SUCH DAMAGES. IN A MANNER NOT MATERIALLY CONFORMING TO THE GUIDANCE PROVIDED BY SNAPPET OR IN THE AGREEMENT. SNAPPET’S NO EVENT SHALL PREPA'S AGGREGATE LIABILITY TO THE CLIENT UNDER CONTRACTOR OR ANY THEORY OR THIRD PARTY FOR ANY REASON SHALL CLAIMS, LOSSES, INJURIES, SUITS, DEMANDS, JUDGMENTS, LIABILITIES, COSTS, EXPENSES OR DAMAGES FOR ANY CAUSE WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, THOSE ARISING OUT OF OR RELATED TO THIS AGREEMENT) AND REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY, EXCEED THE TOTAL FEES PAID BY PREPA TO CONTRACTOR RELATED TO THE CLIENT FOR THE PLATFORM GIVING SERVICES THAT GAVE RISE TO SUCH CLAIM FOR CLAIM. THE CALENDAR YEAR LIMITATIONS OF LIABILITY REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES. THE LIMITATIONS SPECIFIED IN WHICH SUCH CLAIM AROSETHIS SECTION 14.2 WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

Limitations on Liability. EXCEPT AS SPECIFICALLY NEITHER COMPANY NOR NEOGRID (AND ITS THIRD PARTY SUPPLIERS, LICENSORS AND CONTRACTORS) SHALL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF USE, LOSS OR CORRUPTION OF DATA, TRANSACTION LOSSES, INTERRUPTION OF BUSINESS LOSSES OR COSTS OF PROCURING SUBSTITUTE GOODS) RESULTING FROM, ARISING OUT OF OR IN ANY WAY RELATING TO THE NEOGRID EXCHANGE OR DISRUPTION THEREOF, REGARDLESS OF THE FORM OF THE CLAIM OR ACTION, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, STATUTE OR OTHERWISE, AND REGARDLESS OF WHETHER OR NOT SUCH DAMAGES WERE FORESEEN, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL AGGREGATE LIABILITY OF COMPANY AND OF NEOGRID (AND ITS THIRD PARTY SUPPLIERS, LICENSORS AND CONTRACTORS) FOR CLAIMS RELATED TO THIS AGREEMENT OR SUBJECT MATTER HEREOF, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, STATUTE OR OTHERWISE, SHALL NOT IN EITHER PARTY'S CASE EXCEED THE FEES PAID OR PAYABLE IN CONNECTION WITH THE TRANSACTION GIVING RISE TO THE CLAIM OR, IF THERE IS NO SUCH TRANSACTION, U.S. $10,000. THE FORGEOING LIMITATION SHALL NOT APPPLY TO FEES DUE AND OWING. COMPANY AND NEOGRID ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 13, 7 ARE A CONDITION OF ENTERING INTO THIS AGREEMENT AND ARE REFLECTED IN NO EVENT THE FEES BEING CHARGED FOR ACCESS TO AND THE USE OF THE NEOGRID EXCHANGE. THE FOREGOING LIMITATIONS OF LIABILTY SHALL EITHER PARTY BE LIABLE ENFORCEABLE TO THE OTHER FOR CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM ANY CLAIM OR ACTION BASED ON CONTRACT, TORT OR 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 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 MAXIMUM EXTENT PERMITTED BY ABUSE OR MISUSE OF THE PLATFORM (OR ANY COMPONENT THEREOF) BY CLIENT OR ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE OF THE 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 THE CLIENT FOR THE PLATFORM GIVING RISE TO SUCH CLAIM FOR THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSELAW.

Limitations on Liability. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION 13, a. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR LOST PROFITS OR ANY SPECIAL, CONSEQUENTIAL, INDIRECTINCIDENTAL, SPECIAL, PUNITIVE OR PUNITIVE INDIRECT DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY CLAIM BREACH OF A WARRANTY CONTAINED HEREIN OR ACTION OF ANY OBLIGATION TO PERFORM SERVICES OR TO PROVIDE ANY DELIVERABLE BY A SPECIFIED TIME. NOTHING HEREIN SHALL LIMIT EITHER PARTY’S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT. b. AMRI’S AGGREGATE LIABILITY UNDER THIS AGREEMENT (WHETHER BASED ON BREACH OF CONTRACT, TORT BREACH OF WARRANTY, NEGLIGENCE OR ANY 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 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 PLATFORM (OR ANY COMPONENT THEREOF) BY CLIENT OR ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE OF THE 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 AMOUNT EQUAL TO 2 TIMES THE TOTAL AMOUNT OF FEES PAID (OR DUE) BY THE CLIENT CUSTOMER FOR THE PLATFORM GIVING RISE TO SERVICES UNDER THE APPLICABLE WORK ORDER UNDER WHICH ANY SUCH CLAIM FOR ARISES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE CALENDAR YEAR FOREGOING LIMITATION OF LIABILITY SET FORTH IN WHICH SUCH CLAIM AROSESUBSECTION “a” AND “b” SHALL NOT APPLY IN THE EVENT OF BREACH OF SECTION 3 ABOVE (“CONFIDENTIAL INFORMATION”) BY EITHER PARTY, 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 EVENT OF WILLFUL MISCONDUCT BY EITHER PARTY.

Limitations on Liability. EXCEPT AS SPECIFICALLY (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 136.5 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 NO EVENT SHALL EITHER PARTY BE LIABLE THIS AGREEMENT TO THE MAXIMUM EXTENT PERMITTED BY LAW. (b) SELLERS ACKNOWLEDGE AND AGREE THAT THE REMEDIES SET FORTH IN ARTICLE VIII, 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 PARTY HERETO SHALL BE ENTITLED TO RECOVER FROM ANY OTHER FOR CONSEQUENTIALPARTY HERETO ANY AMOUNT IN RESPECT OF EXEMPLARY, PUNITIVE, SPECIAL, INDIRECT, SPECIALCONSEQUENTIAL, REMOTE OR PUNITIVE SPECULATIVE DAMAGES ARISING FROM ANY CLAIM OR ACTION BASED ON CONTRACT, TORT OR 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 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 PLATFORM (OR ANY COMPONENT THEREOF) BY CLIENT OR ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE OF THE PLATFORM BY CLIENT IN A MANNER NOT MATERIALLY CONFORMING LOST PROFITS TO THE GUIDANCE PROVIDED BY SNAPPET OR EXTENT ANY SUCH DAMAGES EXCEED $25,000,000 IN THE AGREEMENT. SNAPPET’S AGGREGATE LIABILITY TO THE CLIENT UNDER ANY THEORY AGGREGATE, REGARDLESS OF WHETHER SUCH DAMAGES ARISE FROM ONE OR FOR ANY REASON SHALL NOT EXCEED THE FEES PAID BY THE CLIENT FOR THE PLATFORM GIVING RISE TO SUCH CLAIM FOR THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSEMULTIPLE CLAIMS.

Limitations on Liability. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION 13TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL EITHER PARTY 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 ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SITE, ANY OTHER COMPANY CONTENT, ANY WEBSITES LINKED TO THE OTHER FOR CONSEQUENTIALSITE, ANY CONTENT ON SUCH WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING FROM ANY CLAIM DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ACTION BASED ON ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, TORT OR OTHER LEGAL THEORYOTHERWISE, EVEN IF FORESEEABLE. SNAPPET IN NO EVENT SHALL NOT THE RELEASEES BE LIABLE FOR CLIENT'S INABILITY TO USE THE PLATFORM DUE TO ANY CLAIMS OF INJURY, DEMANDS, LIABILITIES, DAMAGES, LOSSES, SUITS, DEMANDS, CAUSES OF ACTION (I) SCHEDULED DOWNTIMEINCLUDING, 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 SNAPPET’S REASONABLE CONTROL, INCLUDING WITHOUT LIMITATION, ACTS OF GOD, ACTS OF GOVERNMENT, FLOOD, FIRE, EARTHQUAKES, CIVIL UNREST, ACTS OF TERROR, STRIKES NEGLIGENCE) OR OTHER LABOR PROBLEMS (OTHER THAN THOSE INVOLVING SNAPPET’S EMPLOYEES); (III) UNAVAILABILITY THAT RESULTS FROM EQUIPMENT AND/CLAIMS OF ANY NATURE WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY LOSSES FOR PROPERTY DAMAGE, PERSONAL INJURY, 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 DEATH, IN EXCESS OF THE PLATFORM AMOUNTS YOU PAID TO THE COMPANY IN THE TWELVE (OR 12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO ANY COMPONENT THEREOF) BY CLIENT OR ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE OF THE PLATFORM BY CLIENT IN A MANNER NOT MATERIALLY CONFORMING TO THE GUIDANCE PROVIDED BY SNAPPET FOREGOING, WHETHER ONE TIME OR IN THE AGREEMENTAGGREGATE. SNAPPET’S AGGREGATE IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE 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 TO THE CLIENT THAT CANNOT BE EXCLUDED OR LIMITED UNDER ANY THEORY OR FOR ANY REASON SHALL NOT EXCEED THE FEES PAID BY THE CLIENT FOR THE PLATFORM GIVING RISE TO SUCH CLAIM FOR THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSEAPPLICABLE LAW.

Limitations on Liability. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION 13WE, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER INCLUDING OUR AFFILIATES AND AGENTS, ARE NOT RESPONSIBLE FOR CONSEQUENTIALANY LOSS, DAMAGE OR INJURY OR FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR PUNITIVE DAMAGES CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, ARISING FROM ANY CLAIM OR ACTION BASED ON CONTRACTRELATED TO THE EQUIPMENT, TORT OR 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 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 BROWSER AND/OR SOFTWARE THE INSTALLATION OR MAINTENANCE THEREOF, ACCESS TO OR USE OF THIRD PARTIES WHERE SUCH ONLINE BANKING, FAILURE OF ELECTRONIC OR MECHANICAL EQUIPMENT AND/OR SOFTWARE IS COMMUNICATION LINES, TELEPHONE OR OTHER INTERCONNECT PROBLEMS, OR INCOMPATIBILITY OF COMPUTER HARDWARE OR SOFTWARE, FAILURE OR UNAVAILABILITY OF INTERNET ACCESS, PROBLEMS WITH INTERNET SERVICE PROVIDERS, PROBLEMS OR DELAYS WITH INTERMEDIATE COMPUTER OR COMMUNICATIONS NETWORKS OR FACILITIES PROBLEMS WITH DATA TRANSMISSION FACILITIES (WHETHER OR NOT WITHIN THE REASONABLE CONTROL OF SNAPPET; (IVSUPPPLIED BY US, OUR AFFILIATE, AGENT OR SERVICE PROVIDER) UNAVAILABILITY CAUSED BY ABUSE OR MISUSE OF THE PLATFORM (OR ANY COMPONENT THEREOFOTHER PROBLEMS YOU EXPERIENCE DUE TO CAUSES BEYOND OUR CONTROL. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN ANY APPLICABLE AGREEMENT, YOU UNDERSTAND AND AGREE THAT YOUR USE OF ONLINE BANKING IS AT YOUR SOLE RISK AND THAT ONLINE BANKING AND ALL INFORMATION, SERVICES, PRODUCTS AND OTHER CONTENT (INCLUDING THIRD PARTY INFORMATION, PRODUCTS AND CONTENT) BY CLIENT INCLUDED IN OR ITS LICENSED USERS; ACCESSIBLE FROM ANY WEBSITE, IS PROVIDED ON AN “AS IS” BASIS, AND IS SUBJECT TO CHANGE AT ANY TIME. YOU ACKNOWLEDGE THAT WE MAKE NO WARRANTY THAT ONLINE BANKING WILL BE UNINTERRUPTED, TIMELY, SECURE OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE OF THE PLATFORM BY CLIENT IN A MANNER NOT MATERIALLY CONFORMING ERROR‐FREE. TO THE GUIDANCE PROVIDED FULLEST EXTENT PERMITTED BY SNAPPET LAW, WE, INCLUDING OUR AFFILIATES AND AGENTS, DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY KIND (EXPRESS, IMPLIED, STATUTORY OR IN THE AGREEMENT. SNAPPET’S AGGREGATE LIABILITY OTHERWISE, INCLUDING BUT NOT LIMITED TO THE CLIENT UNDER ANY THEORY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON‐ INFRINGEMENT OF PROPRIETARY RIGHTS) AS TO ONLINE BANKING AND ALL INFORMATION, SERVICES AND OTHER CONTENT (INCLUDING THIRD PARTY INFORMATION, PRODUCTS AND CONTENT) INCLUDED IN OR FOR ANY REASON SHALL NOT EXCEED ACCESSIBLE FROM THE FEES PAID BY THE CLIENT FOR THE PLATFORM GIVING RISE TO SUCH CLAIM FOR THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSEWEBSITE.

Limitations on Liability. EXCEPT AS SPECIFICALLY SET FORTH 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 AMOUNT PAID BY CUSTOMER HEREUNDER IN THIS SECTION 13THE 12 MONTHS PRECEDING THE INCIDENT, PROVIDED THAT IN NO EVENT SHALL WILL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM ANY CLAIM OR ACTION BASED ON CONTRACT, TORT OR 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 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 PLATFORM (OR ANY COMPONENT THEREOF) BY CLIENT OR ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE OF THE PLATFORM BY CLIENT IN A MANNER NOT MATERIALLY CONFORMING TO THE GUIDANCE PROVIDED BY SNAPPET OR IN THE AGREEMENT. SNAPPETPARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE CLIENT UNDER ANY THEORY OR FOR ANY REASON SHALL NOT THIS AGREEMENT EXCEED THE FEES TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER. THE CLIENT FOR ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE PLATFORM GIVING RISE THEORY OF LIABILITY. HOWEVER, THE ABOVE LIMITATIONS WILL NOT LIMIT CUSTOMER'S PAYMENT OBLIGATIONS. NOTWITHSTANDING THE FOREGOING, CUSTOMER ACKNOWLEDGES AND AGREES THAT ANY INFRINGEMENT OR MISAPPROPRIATION OF CLOUDCHECKR’S INTELLECTUAL PROPERTY MAY CAUSE IRREPARABLE HARM TO SUCH CLAIM FOR THE CALENDAR YEAR CLOUDCHECKR. AS A RESULT THEREOF, IN WHICH SUCH CLAIM AROSEADDITION TO ANY OTHER REMEDIES AVAILABLE, CLOUDCHECKR SHALL BE ENTITLED TO SEEK INJUNCTIVE AND OTHER EXTRAORDINARY RELIEF CONCERNING ANY THREATENED OR ACTUAL INFRINGEMENT OR MISAPPROPRIATION OF CLOUDCHECKR’S INTELLECTUAL PROPERTY.

Limitations on Liability. EXCEPT AS SPECIFICALLY SET FORTH IN CUSTOMER AGREES THAT, REGARDLESS OF THE FORM OF ANY CLAIM, CUSTOMER'S SOLE REMEDY AND PROSOFT'S SOLE OBLIGATION SHALL BE GOVERNED BY THIS SECTION 13AGREEMENT, AND IN NO EVENT SHALL EITHER PARTY PROSOFT'S LIABILITY EXCEED THE LICENSE FEES ACTUALLY PAID FOR THE COURSEWARE TITLES THAT GAVE RISE TO THE 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 9.2 OF THIS AGREEMENT. CUSTOMER EXPRESSLY AGREES THAT IN NO EVENT SHALL PROSOFT BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL OR PUNITIVE SPECIAL DAMAGES ARISING FROM ANY CLAIM OR ACTION BASED ON SECTION 9.2. BREACH OF WARRANTY, BREACH OF CONTRACT, TORT NEGLIGENCE OR ANY OTHER LEGAL THEORY, WHETHER IN TORT OR 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 BUSINESS OPPORTUNITIES, LOSS OF USE OF SOFTWARE, LOSS OF DATA, COST OF RECREATING DATA, COST OF CAPITAL, COST OF ANY SUBSTITUTE SOFTWARE, OR LOSSES CAUSED BY DELAY. SNAPPET PROSOFT SHALL NOT BE LIABLE RESPONSIBLE FOR CLIENT'S INABILITY 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 USE ANY ONE OR MORE OF 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 NOTICEFOLLOWING; (IIA) UNAVAILABILITY DUE TO FACTORS OUTSIDE OF 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 REPLACEMENT OF THE PLATFORM (OR ANY COMPONENT THEREOF) BY CLIENT OR ITS LICENSED USERS; COURSEWARE TITLES WITH FUNCTIONALLY COMPARABLE MATERIALS, OR (VB) UNAVAILABILITY CAUSED BY USE SUPPLEMENT, MODIFY OR MAINTENANCE OF REVISE THE PLATFORM BY CLIENT IN A MANNER NOT MATERIALLY CONFORMING COURSEWARE TITLES TO MEET THE GUIDANCE PROVIDED BY SNAPPET REQUIRED WARRANTY 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 THE CLIENT FOR THE PLATFORM GIVING RISE TO SUCH CLAIM FOR THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSECONDITION.

Limitations on Liability. EXCEPT AS SPECIFICALLY SET FORTH IN THIS FOR ANY BREACH OF SECTION 136 (CONFIDENTIAL INFORMATION), IN NO EVENT SHALL EITHER WILL A PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECTPUNITIVE, SPECIALSPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM PERFORMANCE UNDER OR FAILURE OF PERFORMANCE OF ANY PROVISION OF THIS 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 PUNITIVE DAMAGES (II) THE ACTION, INACTION OR NEGLIGENCE OF ANY THIRD PARTY STORING OR PROVIDING INFORMATION TO IDF FOR PURPOSES OF ITS PERFORMANCE OF THIS BENEFIT AGREEMENT. IN NO EVENT SHALL IDF'S AGGREGATE CUMULATIVE LIABILITY ARISING FROM ANY CLAIM OUT OF OR ACTION BASED ON RELATED TO THIS BENEFIT AGREEMENT, WHETHER IN CONTRACT, TORT OR 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 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 PLATFORM (OR ANY COMPONENT THEREOF) BY CLIENT OR ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE OF THE 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 OTHER THEORY OR FOR ANY REASON SHALL NOT OF LIABILITY, EXCEED THE FEES CLIENT PAID BY TO IDF DURING THE CLIENT FOR THE PLATFORM GIVING RISE TO SUCH CLAIM FOR THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSEPRECEDING 12-MONTH PERIOD UNDER THIS BENEFIT AGREEMENT.

Limitations on Liability. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION 13, Section 9.01. IN NO EVENT SHALL EITHER ANY PARTY BE LIABLE TO THE ANY OTHER PARTY FOR CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL OR PUNITIVE CONSEQUENTIAL DAMAGES ARISING FROM ANY OUT OF 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 THE INDEMNIFYING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, BUT EXCEPT FOR LOSS OR DAMAGE ARISING OUT OF SUCH INDEMNIFYING PARTY’S FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE. IN ADDITION, WHETHER AN ACTION OR CLAIM OR ACTION IS BASED ON WARRANTY, CONTRACT, TORT OR OTHER LEGAL THEORY. SNAPPET OTHERWISE, UNDER NO CIRCUMSTANCE 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 SNAPPETA PARTY’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 PLATFORM (OR ANY COMPONENT THEREOF) BY CLIENT OR ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE OF THE PLATFORM BY CLIENT IN A MANNER NOT MATERIALLY CONFORMING TO THE GUIDANCE PROVIDED BY SNAPPET OR IN THE AGREEMENT. SNAPPET’S AGGREGATE TOTAL LIABILITY TO THE CLIENT UNDER OTHER PARTY, OTHER THAN WITH RESPECT TO THE TOTAL LIABILITY OF ANY THEORY PARTY TO THE BACK-UP SERVICER, THE CUSTODIAN OR FOR THE PAYING AGENT, ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED, IN ANY REASON SHALL NOT EXCEED TWELVE (12) MONTH PERIOD, AN AMOUNT EQUAL TO THE FEES AMOUNT PAID OR TO BE PAID BY THE CLIENT 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 PLATFORM GIVING RISE TO LIABILITY OF A PARTY IN THE CASE OF FRAUD BY, OR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF, SUCH CLAIM FOR THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSEPARTY OR ITS EMPLOYEES, AGENTS OR SUBCONTRACTORS. Section 9.02. Back-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, 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. (b) The 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. EXCEPT AS SPECIFICALLY SET FORTH TO THE EXTENT 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 THIS SECTION 13CAR-ON-DEMAND OR CAR-ON-DEMAND SERVICES. UNDER NO CIRCUMSTANCES ARE WE LIABLE FOR ANY INCIDENTAL, 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 NO EVENT SHALL EITHER PARTY BE LIABLE EACH CASE ARISING OUT OF OR RELATED TO THE OTHER FOR CONSEQUENTIALTHIS AGREEMENT, INDIRECT, SPECIALANY CAR-ON-DEMAND SERVICE, OR PUNITIVE DAMAGES THE CAR-ON-DEMAND PLATFORM. WE ARE NOT LIABLE FOR ANY CLAIMS THAT YOU MAY HAVE ARISING OUT OF ANY CAR-ON-DEMAND SERVICE, SUBSCRIBED VEHICLE, OR ANY OTHER 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 CLAIM USE OF A SUBSCRIBED VEHICLE OR ACTION BASED ON CONTRACTANY DEALER SERVICE, TORT (C) LOSS OR OTHER LEGAL THEORY. SNAPPET SHALL NOT BE LIABLE FOR CLIENT'S INABILITY 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 USE THE PLATFORM DUE TO EITHER (I) SCHEDULED DOWNTIMETHE RESERVATION, 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 SUPPLY, OPERATION OR USE OF SNAPPET’S REASONABLE CONTROLA SUBSCRIBED VEHICLE OR CAR-ON-DEMAND SERVICE, 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 PLATFORM (OR ANY COMPONENT THEREOF) BY CLIENT OR ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE OF THE 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 THE CLIENT FOR THE PLATFORM GIVING RISE TO SUCH CLAIM FOR THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSE.OR

Limitations on Liability. EXCEPT AS SPECIFICALLY SET FORTH (a) RESTAURANT TECHNOLOGIES’ LIABILITY FOR ANY DEFECTS IN ITS PERFORMANCE HEREUNDER INCLUDING BREACH OF THE WARRANTY IN SECTION 6.2 SHALL BE LIMITED TO REPLACEMENT OF THE DEFECTIVE SYSTEMS, OR PARTS THEREIN, OR RE-PERFORMANCE OF THE APPLICABLE DEFICIENT SERVICES. (b) NOTWITHSTANDING ANYTHING ELSE IN THIS SECTION 13AGREEMENT TO THE CONTRARY, THIS AGREEMENT INCLUDES A CAP ON ALL LIABILITY OF RESTAURANT TECHNOLOGIES, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS AND SUPPLIERS (“RESTAURANT TECHNOLOGIES GROUP”) COLLECTIVELY FOR CLAIMS UNDER THIS AGREEMENT OR OTHERWISE HOWSOEVER ARISING. THE AGGREGATE LIABILITY OF RESTAURANT TECHNOLOGIES GROUP SHALL BE LIMITED AS FOLLOWS: i. FOR CLAIMS RELATING TO OIL, THE AGGREGATE LIABILITY WILL NOT EXCEED THE GREATER OF ONE HUNDRED THOUSAND DOLLARS ($100,000) OR THE MONEY PAID TO RESTAURANT TECHNOLOGIES FOR THE APPLICABLE OIL DELIVERY; AND ii. FOR CLAIMS RELATING TO THE SYSTEMS, SERVICES OR ANY OTHER CLAIM, THE AGGREGATE LIABILITY WILL NOT EXCEED THE GREATER OF ONE HUNDRED THOUSAND DOLLARS ($100,000) OR THE MONEY PAID TO RESTAURANT TECHNOLOGIES FOR SYSTEMS AND SERVICES DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF THE MOST RECENT EVENT GIVING RISE TO THE FIRST CLAIM. THIS LIMIT OF LIABILITY IS CUMULATIVE AND NOT PER- INCIDENT (I.E., THE EXISTENCE OF TWO OR MORE CLAIMS WILL NOT ENLARGE THIS LIMIT). (c) IN NO EVENT SHALL EITHER PARTY ANY OF THE RESTAURANT TECHNOLOGIES GROUP BE LIABLE TO FOR CLAIMS UNDER THIS AGREEMENT OR OTHERWISE HOWSOEVER ARISING: i. FOR ANY LOST PROFITS, LOSS OF BUSINESS, LOSS OF USE, LOSS OR CORRUPTION OF DATA OR THE OTHER LIKE, OR FOR CONSEQUENTIALANY CLAIM OR DEMAND AGAINST CUSTOMER BY ANY THIRD PARTY; OR ii. FOR ANY SPECIAL, INDIRECT, SPECIALINCIDENTAL, CONSEQUENTIAL OR PUNITIVE SIMILAR DAMAGES ARISING FROM ANY CLAIM OR ACTION BASED ON LOSSES. (d) THE FOREGOING APPLIES WHETHER UNDER CONTRACT, TORT TORT, WARRANTY, INDEMNIFICATION, STRICT LIABILITY OR ANY 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 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 EVEN IF RESTAURANT TECHNOLOGIES HAS BEEN ADVISED OF THE PLATFORM (POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION ON LIABILITY PROVISION CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT AND SHALL APPLY REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OR ANY COMPONENT THEREOF) BY CLIENT OR ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE OF THE PLATFORM BY CLIENT IN A MANNER NOT MATERIALLY CONFORMING TO THE GUIDANCE EXCLUSIVE REMEDIES PROVIDED BY SNAPPET OR IN THE FOR UNDER THIS AGREEMENT. SNAPPET’S AGGREGATE LIABILITY TO THE CLIENT UNDER ANY THEORY OR FOR ANY REASON SHALL NOT EXCEED THE FEES PAID BY THE CLIENT FOR THE PLATFORM GIVING RISE TO SUCH CLAIM FOR THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSE.

Limitations on Liability. EXCEPT AS SPECIFICALLY SET FORTH IN TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, COUNTY AGREES THAT THE ENTIRE AND COLLECTIVE LIABILITIES OF CONTRACTOR AND OF ITS AFFILIATES AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND SHAREHOLDERS AND OF ITS SERVICE PROVIDERS, LICENSORS AND SUPPLIERS (TOGETHER “SERVICE PROVIDERS” FOR THE PURPOSES OF THIS SECTION 1311) AND COUNTY’S EXCLUSIVE REMEDY WITH RESPECT TO THE ADDITIONAL SOFTWARE AND THE ADDITIONAL SUPPORT AND ANY OTHER PRODUCTS, MATERIALS OR SERVICES SUPPLIED BY CONTRACTOR OR BY ITS AFFILIATES OR BY ITS SERVICE PROVIDERS IN CONNECTION WITH THIS AMENDMENT 9 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 AND PROVEN DAMAGES AND SHALL NOT EXCEED IN THE AGGREGATE, THE FOLLOWING: (I) IN THE CASE OF LICENSED ADDITIONAL SOFTWARE, THE LICENSE FEES PAID BY COUNTY TO CONTRACTOR UNDER THIS AMENDMENT 9; (II) IN THE CASE OF SOFTWARE-BY-SUBSCRIPTION, THE ANNUAL SUBSCRIPTION FEES PAID BY COUNTY TO CONTRACTOR DURING THE THEN- CURRENT SOFTWARE-BY-SUBSCRIPTION TERM (AND IN NO EVENT BEING GREATER THAN 12 MONTHS); AND (III) IN RESPECT OF THE ADDITIONAL SUPPORT, THE SUPPORT FEES PAID BY COUNTY TO CONTRACTOR DURING THE THEN- CURRENT SUPPORT TERM (AND IN NO EVENT BEING GREATER THAN 12 MONTHS). THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY IN THE EVENT OF CONTRACTOR’ GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. COUNTY FURTHER AGREES THAT IN NO EVENT SHALL EITHER PARTY CONTRACTOR, OR ITS AFFILIATES OR EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND SHAREHOLDERS OR ITS SERVICE PROVIDERS BE LIABLE TO LIABLE, REGARDLESS OF THE OTHER FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING FUNDAMENTAL BREACH OR NEGLIGENCE, FOR ANY INDIRECT, PUNITIVE, CONSEQUENTIAL, INDIRECTINCIDENTAL, SPECIAL, OR PUNITIVE EXEMPLARY DAMAGES ARISING FROM ANY CLAIM OR ACTION BASED ON CONTRACT, TORT OR 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 SNAPPET’S REASONABLE CONTROLWHATSOEVER, INCLUDING WITHOUT LIMITATIONLIMITATION FOR LOST PROFITS, ACTS LOSS OF GODREVENUE, ACTS FAILURE TO REALIZE ANTICIPATED SAVINGS, LOST OR DAMAGED DATA, LOSS OF GOVERNMENTGOODWILL, FLOODBUSINESS OPPORTUNITIES OR REPUTATION, FIREOR ECONOMIC LOSS, EARTHQUAKESARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, 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 EVEN IF IT HAS BEEN ADVISED OF THE PLATFORM (POSSIBILITY OF SUCH POTENTIAL LOSS OR ANY COMPONENT THEREOF) BY CLIENT DAMAGES, OR ITS LICENSED USERS; SUCH LOSSES OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE OF THE PLATFORM BY CLIENT IN A MANNER NOT MATERIALLY CONFORMING TO THE GUIDANCE PROVIDED BY SNAPPET OR DAMAGES ARE FORESEEABLE. IN THE EVENT OF CONFLICT OR INCONSISTENCY BETWEEN THIS SECTION 12 AND ANY OTHER PROVISION IN THE MASTER AGREEMENT. SNAPPET’S AGGREGATE LIABILITY TO THE CLIENT UNDER ANY THEORY OR FOR ANY REASON , THIS SECTION 12 SHALL NOT EXCEED THE FEES PAID BY THE CLIENT FOR THE PLATFORM GIVING RISE TO SUCH CLAIM FOR THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSEPREVAIL.

Limitations on Liability. EXCEPT AS SPECIFICALLY 13.1 WITH THE EXCEPTION OF THE INDEMNITIES SET FORTH OUT IN THIS SECTION 1312, IN NO EVENT NEITHER PARTY NOR THEIR RESPECTIVE AFFILIATES, DIRECTORS, OFFICERS OR EMPLOYEES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECTINCIDENTAL, SPECIALEXEMPLARY OR INDIRECT DAMAGES, OR PUNITIVE DAMAGES ARISING FROM ANY CLAIM OR ACTION BASED ON CONTRACT, TORT OR OTHER LEGAL THEORY. SNAPPET SHALL NOT BE LIABLE FOR CLIENT'S INABILITY TO USE EVEN IF THEY HAVE BEEN ADVISED OF 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 POSSIBILITY OF SNAPPET’S REASONABLE CONTROLSUCH LOSS, INCLUDING WITHOUT LIMITATION, ACTS LOSS OF GODBUSINESS REVENUE OR EARNINGS, ACTS OF GOVERNMENTLOST DATA, FLOODLOST PROFITS, 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 A FAILURE TO REALIZE EXPECTED SAVINGS. 13.2 WITH THE REASONABLE CONTROL OF SNAPPET; (IV) UNAVAILABILITY CAUSED BY ABUSE OR MISUSE EXCEPTION OF THE PLATFORM (OR ANY COMPONENT THEREOF) BY CLIENT OR ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE OF THE PLATFORM BY CLIENT INDEMNITIES SET OUT IN A MANNER NOT MATERIALLY CONFORMING TO THE GUIDANCE PROVIDED BY SNAPPET OR IN THE AGREEMENT. SNAPPET’S AGGREGATE SECTION 12, NEITHER PARTY'S LIABILITY TO THE CLIENT UNDER ANY THEORY OTHER PARTY IN CONNECTION WITH THIS AGREEMENT, NOR THE LIABILITY OF THEIR RESPECTIVE AFFILIATES, DIRECTORS, OFFICERS OR FOR ANY REASON EMPLOYEES, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY DISTRIBUTOR TO SONIC UNDER THIS AGREEMENT DURING THE CLIENT FOR 12 MONTHS IMMEDIATELY PRECEDING THE PLATFORM EVENT GIVING RISE TO SUCH THE LIABILITY. 13.3 THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY WHETHER AN ACTION, CLAIM FOR THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSEOR 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. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION 13, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIALMAXIMUM EXTENT PERMITTED BY LAW, INDIRECTMX, SPECIALITS AFFILIATES, OR PUNITIVE DAMAGES ARISING FROM ANY CLAIM OR ACTION BASED ON CONTRACTAND OUR AND THEIR RESPECTIVE THIRD- PARTY PROVIDERS, TORT OR OTHER LEGAL THEORY. SNAPPET PARTNERS, LICENSORS, EMPLOYEES, DISTRIBUTORS AND AGENTS SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR CLIENT'S 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 CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, 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 USE THE PLATFORM DUE TO (I) SCHEDULED DOWNTIME, WHICH SNAPPET WILL ATTEMPT TO SCHEDULE WHEN DISTRICT SCHOOLS ARE NOT SERVICES; ARISING IN SESSION AND ABOUT WHICH SNAPPET WILL GIVE CLIENT 14 DAYS ADVANCE WRITTEN NOTICE; (II) UNAVAILABILITY DUE TO FACTORS OUTSIDE CONNECTION WITH YOUR USE OF SNAPPET’S REASONABLE CONTROLTHE SITE OR THE SERVICES, INCLUDING WITHOUT LIMITATIONANY INTERRUPTION, ACTS INACCURACY, ERROR OR OMISSION IN YOUR USE OF GODTHE SERVICES; ANY ACT OR OMISSION BY US IN ADMINISTERING THE SITE OR THE SERVICES; OR THE PURCHASE OR USE OF ANY GOODS OR SERVICES OF MERCHANTS OR SUPPLIERS THROUGH THE SITE OR THE SERVICES, ACTS EVEN IF W E HAVE BEEN ADVISED OF GOVERNMENTTHE POSSIBILI TY OF SUCH DAM AGES, FLOODCLAIM S, FIRE, EARTHQUAKES, CIVIL UNREST, ACTS OR LOSSES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED 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 ITS ESSENTIAL PURPOSE. W E ASSUME NO RESPONSIBILITY FOR ANY DAMAGE CAUSED BY ABUSE YOUR ACCESS OR MISUSE INABILITY TO ACCESS THE SITE OR THE SERVICES. THE LIMITATIONS OF DAM AGES SET FORTH HEREIN ARE FUNDAM ENTAL ELEM ENTS OF THE PLATFORM (OR ANY COMPONENT THEREOF) BY CLIENT OR ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE BASIS OF THE PLATFORM AGREEM ENT BETW EEN M X AND YOU. M X W OULD NOT BE ABLE TO PROVIDE THE SERVICES WITHOUT SUCH LIMITATIONS. THIS LIMITATION OF DAM AGESIS AGREED TO BY CLIENT IN YOU AND M X AND SURVIVES A MANNER FAILURE OF ITS ESSENTIAL PURPOSE. SOM E STATES DO NOT MATERIALLY CONFORMING ALLOW LIMITATIONS ON INCIDENTAL OR CONSEQUENTIAL DAM AGES, SO THE ABOVE LIMITATION M AY NOT APPLY 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 THE CLIENT FOR THE PLATFORM GIVING RISE TO SUCH CLAIM FOR THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSEYOU.

Limitations on Liability. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION 13, a. IN NO EVENT SHALL EITHER PARTY WILL STRYKER, ITS AFFILIATES, LICENSORS, OR SERVICE PROVIDERS, OR ITS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS, BE LIABLE TO THE OTHER YOU (NOR TO ANY THIRD PARTY CLAIMING THROUGH YOU) FOR CONSEQUENTIALANY INDIRECT, INDIRECTINCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR PUNITIVE CONSEQUENTIAL LOSSES OR DAMAGES (INCLUDING LOSS OF PROFITS, REVENUES, SAVINGS, OR GOODWILL OR LOSS, CORRUPTION OR THEFT OF DATA) ARISING FROM OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING IN CONNECTION WITH (i) THE SOFTWARE OR ANY CLAIM RELATED PRODUCTS OR ACTION SERVICES PROVIDED TO YOU HEREUNDER, (ii) YOUR USE OF OR INABILITY TO USE THE SOFTWARE OR ANY RELATED PRODUCTS OR SERVICES PROVIDED TO YOU HEREUNDER, OR (iii) YOUR DATA. b. IN NO EVENT WILL STRYKER, 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 PRODUCTS OR SERVICES PROVIDED HEREUNDER, OR (iii) YOUR DATA, EXCEED THE GREATER OF (1) FEES ACTUALLY PAID TO STRYKER, 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, TORT NEGLIGENCE OR OTHER LEGAL THEORY. SNAPPET SHALL NOT BE LIABLE FOR CLIENT'S INABILITY TO USE THE PLATFORM DUE TO (I) SCHEDULED DOWNTIMETORT, 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 SNAPPET’S REASONABLE CONTROLSTRICT LIABILITY OR ANY OTHER BASIS, 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 EVEN IF AN AUTHORIZED REPRESENTATIVE OF THE PLATFORM (OR ANY COMPONENT THEREOF) BY CLIENT PARTY RELYING ON THIS LIMITATION OF LIABILITY OR ITS LICENSED USERS; LICENSORS OR (V) UNAVAILABILITY CAUSED BY USE SERVICE PROVIDERS HAD BEEN ADVISED OF OR MAINTENANCE SHOULD HAVE KNOWN OF THE PLATFORM BY CLIENT IN A MANNER NOT MATERIALLY CONFORMING POSSIBILITY OF SUCH DAMAGES, AND WITHOUT REGARD TO THE GUIDANCE PROVIDED BY SNAPPET SUCCESS 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 THE CLIENT FOR THE PLATFORM GIVING RISE TO SUCH CLAIM FOR THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSEEFFECTIVENESS OF OTHER REMEDIES.

Limitations on Liability. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION 13UNLESS EXPRESSLY HEREIN PROVIDED, IN NO EVENT NEITHER PARTY SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INDIRECTINCIDENTAL, SPECIALPUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT, UNDER 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 BE DEEMED TO INCLUDE AMOUNTS PAID TO THIRD-PARTIES AS A RESULT OF OR RELATING TO PRE-CLOSING ENVIRONMENTAL CONDITIONS AND OTHER ENVIRONMENTAL LIABILITIES) OF, OR PUNITIVE DAMAGES ARISING FROM DEATH OF OR BODILY INJURY TO, ANY CLAIM 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 ACTION BASED ON 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 THEREOF, OR ANY PARTNER, MEMBER, SHAREHOLDER, OFFICER, DIRECTOR OR EMPLOYEE OF A PARTY OR AN AFFILIATE THEREOF, ASSERTS A THEORY OF LIABILITY IN CONTRACT, TORT TORT, NEGLIGENCE, MISREPRESENTATION (INCLUDING NEGLIGENT MISREPRESENTATION), STRICT LIABILITY, STATUTORY LIABILITY, OR OTHER LEGAL THEORYANY THEORY OF LIABILITY. SNAPPET SHALL NOT TO THE EXTENT ANY DAMAGES REQUIRED TO BE LIABLE FOR CLIENT'S INABILITY TO USE THE PLATFORM DUE TO (I) SCHEDULED DOWNTIME, WHICH SNAPPET WILL ATTEMPT TO SCHEDULE WHEN DISTRICT SCHOOLS PAID HEREUNDER ARE NOT IN SESSION AND ABOUT WHICH SNAPPET WILL GIVE CLIENT 14 DAYS ADVANCE WRITTEN NOTICE; (II) UNAVAILABILITY DUE TO FACTORS OUTSIDE OF SNAPPET’S REASONABLE CONTROLLIQUIDATED, INCLUDING WITHOUT LIMITATIONTERMINATION FEES, ACTS OF GODTHE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, 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 OTHERWISE OBTAINING AN ADEQUATE REMEDY IS NOT WITHIN INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE CONTROL OF SNAPPET; (IV) UNAVAILABILITY CAUSED BY ABUSE OR MISUSE APPROXIMATION OF THE PLATFORM (HARM OR ANY COMPONENT THEREOF) BY CLIENT OR ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE OF THE 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 THE CLIENT FOR THE PLATFORM GIVING RISE TO SUCH CLAIM FOR THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSELOSS.

Limitations on Liability. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION 13, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM ANY CLAIM OR ACTION BASED ON CONTRACT, TORT OR OTHER LEGAL THEORY. SNAPPET SHALL NOT BE LIABLE FOR CLIENTPARTNER SCHOOL'S INABILITY TO USE THE PLATFORM OR HARDWARE DUE TO (I) SCHEDULED DOWNTIME, WHICH SNAPPET WILL ATTEMPT TO SCHEDULE WHEN DISTRICT SCHOOLS ARE SCHOOL IS NOT IN SESSION AND ABOUT WHICH SNAPPET WILL GIVE CLIENT PARTNER SCHOOL 14 DAYS ADVANCE WRITTEN NOTICE; (II) UNAVAILABILITY DUE TO FACTORS OUTSIDE OF 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 PLATFORM OR HARDWARE (OR ANY COMPONENT THEREOF) BY CLIENT PARTNER SCHOOL OR ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE OF THE PLATFORM OR HARDWARE BY CLIENT PARTNER SCHOOL IN A MANNER NOT MATERIALLY CONFORMING TO THE GUIDANCE PROVIDED BY SNAPPET OR IN THE AGREEMENT. SNAPPET’S AGGREGATE LIABILITY TO THE CLIENT PARTNER SCHOOL UNDER ANY THEORY OR FOR ANY REASON SHALL NOT EXCEED THE FEES PAID BY THE CLIENT FOR THE PLATFORM GIVING RISE TO SUCH CLAIM FOR THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSE$10,000.

Limitations on Liability. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION 13, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM ANY CLAIM OR ACTION BASED ON CONTRACT, TORT OR OTHER LEGAL THEORY. SNAPPET SHALL NOT BE LIABLE FOR CLIENTPARTNER 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 CLIENT PARTNER DISRTRICT 14 DAYS ADVANCE WRITTEN NOTICE; (II) UNAVAILABILITY DUE TO FACTORS OUTSIDE OF 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 PLATFORM OR HARDWARE (OR ANY COMPONENT THEREOF) BY CLIENT PARTNER DISTRICT OR ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE OF THE PLATFORM OR HARDWARE BY CLIENT PARTNER DISTRICT IN A MANNER NOT MATERIALLY CONFORMING TO THE GUIDANCE PROVIDED BY SNAPPET OR IN THE AGREEMENT. SNAPPET’S AGGREGATE LIABILITY TO THE CLIENT PARTNER DISTRICT UNDER ANY THEORY OR FOR ANY REASON SHALL NOT EXCEED THE FEES PAID BY THE CLIENT FOR THE PLATFORM GIVING RISE TO SUCH CLAIM FOR THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSE$10,000.

Limitations on Liability. EXCEPT AS SPECIFICALLY SET FORTH THE PURCHASER ACKNOWLEDGES AND AGREES THAT, TO THE FULLEST EXTENT PERMITTED BY ANY APPLICABLE LAW, THE PURCHASER WILL NOT HOLD ANY OF THE COMPANY AND ITS RESPECTIVE PAST, PRESENT AND FUTURE EMPLOYEES, OFFICERS, DIRECTORS, CONTRACTORS, CONSULTANTS, ATTORNEYS, ACCOUNTANTS, FINANCIAL ADVISORS, EQUITY HOLDERS, SUPPLIERS, VENDORS, SERVICE PROVIDERS, PARENT COMPANIES, SUBSIDIARIES, AFFILIATES, AGENTS, REPRESENTATIVES, PREDECESSORS, SUCCESSORS AND ASSIGNS (THE “COMPANY PARTIES”) LIABLE FOR ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO USE OF, OR INABILITY TO USE, SAAVcoin Tokens OR THE BASE PLATFORM UNDER ANY CAUSE OF ACTION WHATSOEVER OF ANY KIND IN THIS SECTION 13ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE) AND THAT NONE OF THE COMPANY PARTIES SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, GOODWILL OR DATA, IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE OR PURCHASE SAAVcoin Tokens. THE PURCHASER FURTHER SPECIFICALLY ACKNOWLEDGES THAT COMPANY PARTIES ARE NOT LIABLE, AND THE PURCHASER AGREES NOT TO SEEK TO HOLD ANY OF THE COMPANY PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER PURCHASERS OF SAAVcoin Tokens AND ANY THIRD PARTY INTERMEDIARY USED IN FACILITATING THE SAAVcoin Tokens SALE, AND THAT THE RISK OF PURCHASING AND USING SAAVcoin Tokens RESTS ENTIRELY WITH THE PURCHASER. TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, UNDER NO EVENT SHALL EITHER PARTY CIRCUMSTANCES WILL ANY OF THE COMPANY PARTIES BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM ANY CLAIM OR ACTION BASED ON CONTRACT, TORT OR 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 PURCHASER OF 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 PLATFORM (OR ANY COMPONENT THEREOF) BY CLIENT OR ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE OF THE 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 THE CLIENT SAAVcoin Tokens FOR THE PLATFORM GIVING RISE TO SUCH CLAIM FOR THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSEPURCHASE OF SAAVcoin Tokens. The Terms of Use and the SAAVcoin Token Purchase Agreement govern the sale of SAAVcoin Tokens and supersede any public statements about the SAAVcoin Tokens Sale made by third parties or by the Company or individuals associated with any Company Parties, past, present and future. The Company reserves the right, at its discretion, to change, modify, add, or remove portions of the SAAVcoin Token Product Purchase Agreement, at any time, promptly upon posting the amended agreement on its website. Any Purchaser will be deemed to have accepted such changes by purchasing SAAVcoin Tokens. If at any point you do not agree to any portion of the then-current version of the SAAVcoinToken Purchase Agreement, you should not purchase SAAVcoin Token. If a court or other tribunal determines that there is a conflict between the SAAVcoin Token Product Purchase Agreement and Terms of Use, the provisions of the Terms of Use shall govern.

Limitations on Liability. (i) EXCEPT AS SPECIFICALLY EXPRESSLY SET FORTH IN THIS SECTION 13SECTIONS 19, 22 AND 39, IN NO EVENT SHALL EITHER PARTY OR ANY OF ITS AFFILIATES BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE OR PUNITIVE DAMAGES ARISING FROM CONSEQUENTIAL DAMAGES, INCLUDING PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF PROFITS OR BUSINESS INTERRUPTION, HOWEVER CAUSED AND ON ANY CLAIM OR ACTION BASED ON THEORY OF LIABILITY, WHETHER IN 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 LEGAL THEORY. SNAPPET AGREEMENT BETWEEN LANDLORD AND TENANT TO THE CONTRARY: (A) LANDLORD SHALL NOT BE LIABLE TO TENANT OR ANY OTHER PERSON FOR CLIENT'S INABILITY TO USE THE PLATFORM DUE TO (IAND TENANT AND EACH SUCH OTHER PERSON ASSUME ALL RISK OF) SCHEDULED DOWNTIMELOSS, WHICH SNAPPET WILL ATTEMPT TO SCHEDULE WHEN DISTRICT SCHOOLS ARE NOT IN SESSION DAMAGE OR INJURY, WHETHER ACTUAL OR CONSEQUENTIAL TO: TENANT’S PERSONAL PROPERTY OF EVERY KIND AND ABOUT WHICH SNAPPET WILL GIVE CLIENT 14 DAYS ADVANCE WRITTEN NOTICE; (II) UNAVAILABILITY DUE TO FACTORS OUTSIDE OF SNAPPET’S REASONABLE CONTROLDESCRIPTION, INCLUDING INCLUDING, WITHOUT LIMITATIONLIMITATION TRADE FIXTURES, ACTS OF GODEQUIPMENT, ACTS OF GOVERNMENTINVENTORY, FLOODSCIENTIFIC RESEARCH, FIRESCIENTIFIC EXPERIMENTS, EARTHQUAKESLABORATORY ANIMALS, CIVIL UNRESTPRODUCT, ACTS OF TERRORSPECIMENS, STRIKES OR OTHER LABOR PROBLEMS (OTHER THAN THOSE INVOLVING SNAPPET’S EMPLOYEES); (III) UNAVAILABILITY THAT RESULTS FROM EQUIPMENT SAMPLES, AND/OR SOFTWARE SCIENTIFIC, BUSINESS, ACCOUNTING AND OTHER RECORDS OF THIRD PARTIES WHERE SUCH EQUIPMENT AND/EVERY KIND AND DESCRIPTION KEPT AT THE PREMISES AND ANY AND ALL INCOME DERIVED OR SOFTWARE IS NOT WITHIN THE REASONABLE CONTROL OF SNAPPETDERIVABLE THEREFROM; (IVB) UNAVAILABILITY CAUSED BY ABUSE THERE SHALL BE NO PERSONAL RECOURSE TO LANDLORD FOR ANY ACT OR MISUSE OF OCCURRENCE IN, ON OR ABOUT THE PLATFORM (PREMISES OR ARISING IN ANY WAY UNDER THIS LEASE OR ANY COMPONENT THEREOF) BY CLIENT OR ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE OF THE PLATFORM BY CLIENT IN A MANNER NOT MATERIALLY CONFORMING OTHER AGREEMENT BETWEEN LANDLORD AND TENANT WITH RESPECT TO THE GUIDANCE PROVIDED BY SNAPPET SUBJECT MATTER HEREOF AND ANY LIABILITY OF LANDLORD HEREUNDER SHALL BE STRICTLY LIMITED SOLELY TO LANDLORD’S INTEREST IN THE SAN DIEGO FACILITY OR ANY PROCEEDS FROM SALE OR CONDEMNATION THEREOF, ANY INSURANCE PROCEEDS PAYABLE IN RESPECT OF LANDLORD’S INTEREST IN THE SAN DIEGO FACILITY OR IN THE AGREEMENTCONNECTION WITH ANY SUCH LOSS AND BASE RENT COLLECTED BY LANDLORD FROM AND AFTER ANY JUDICIAL ADJUDICATION OF LIABILITY IN FAVOR OF TENANT AGAINST LANDLORD; AND (C) IN NO EVENT SHALL ANY PERSONAL LIABILITY BE ASSERTED AGAINST LANDLORD IN CONNECTION WITH THIS LEASE 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. SNAPPETUNDER NO CIRCUMSTANCES SHALL LANDLORD OR ANY OF LANDLORD’S AGGREGATE LIABILITY OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR CONTRACTORS BE LIABLE FOR INJURY TO THE CLIENT UNDER ANY THEORY TENANT’S BUSINESS OR FOR ANY REASON SHALL NOT EXCEED THE FEES PAID BY THE CLIENT FOR THE PLATFORM GIVING RISE TO SUCH CLAIM FOR THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSE.LOSS OF INCOME OR PROFIT THEREFROM. 739237752.8 28

Limitations on Liability. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION 13, IN NO EVENT (A) XXXXXXXXXXXXXXXX.XXX AND ITS SUPPLIERS SHALL EITHER PARTY NOT BE LIABLE TO THE OTHER FOR CONSEQUENTIALANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE INCIDENTAL DAMAGES ARISING FROM OF ANY CLAIM OR ACTION BASED ON CONTRACTNATURE, TORT INCLUDING BUT NOT LIMITED TO, BUSINESS INTERRUPTION, LOSS OF PROFITS, BUSINESS INTERRUPTION LOSS OF DATA, INJURY TO GOODWILL, USE, DATA OR OTHER LEGAL THEORY. SNAPPET SHALL INTANGIBLE LOSSES (EVEN IF XXXXXXXXXXXXXXXX.XXX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM USE OF THE SMS SERVICE BY YOU, OR ANYONE USING YOUR ACCOUNT, INCLUDING, BUT NOT BE LIABLE FOR CLIENT'S LIMITED TO: (i) THE USE OR THE INABILITY TO USE THE PLATFORM DUE SERVICE; (ii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (Iiii) SCHEDULED DOWNTIMESTATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SMS SERVICE OR THE SITE; OR (iv) ANY DAMAGES OR LOSS OF ANY NATURE ARISING FROM OR RELATING TO YOUR USE OF THE SMS SERVICE OR USE OF THE SMS SERVICE THROUGH YOUR ACCOUNT BY ANYONE ELSE. (B) XXXXXXXXXXXXXXXX.XXX SHALL IN NO EVENT BE LIABLE TO THE USER OR ANYONE ELSE FOR ANY INACCURACY, WHICH SNAPPET WILL ATTEMPT TO SCHEDULE WHEN DISTRICT SCHOOLS ARE NOT ERROR OR OMISSION IN, OR LOSS, INJURY OR DAMAGE CAUSED IN SESSION WHOLE OR IN PART BY FAILURES, DELAYS OR INTERRUPTIONS OF THE SMS SERVICE GENERALLY, THE SITE, ANY OTHER XXXXXXXXXXXXXXXX.XXX SERVICE AND ABOUT WHICH SNAPPET WILL GIVE CLIENT 14 DAYS ADVANCE WRITTEN NOTICE; ANY ASPECT ANCILLARY THERETO; (IIC) UNAVAILABILITY DUE TO FACTORS OUTSIDE XXXXXXXXXXXXXXXX.XXX SHALL IN NO EVENT BE RESPONSIBLE FOR THE SECURITY OF SNAPPET’S REASONABLE CONTROLTHE DATA TRANSMISSIONS BETWEEN XXXXXXXXXXXXXXXX.XXX AND THE USER, 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 BUT NOT WITHIN LIMITED TO THE REASONABLE CONTROL OF SNAPPET; (IV) UNAVAILABILITY CAUSED BY ABUSE OR MISUSE TRANSMISSION OF THE PLATFORM (PAYMENT INFORMATION SUCH AS CREDIT CARD NUMBERS. XXXXXXXXXXXXXXXX.XXX EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED, OR ANY COMPONENT THEREOF) BY CLIENT OR ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE IMPLIED, FOR THE SECURITY OF THE PLATFORM BY CLIENT IN A MANNER NOT MATERIALLY CONFORMING TO DATA TRANSMISSION BETWEEN XXXXXXXXXXXXXXXX.XXX AND THE GUIDANCE PROVIDED BY SNAPPET OR IN THE AGREEMENT. SNAPPET’S AGGREGATE USER. (D) XXXXXXXXXXXXXXXX.XXX TOTAL CUMULATIVE LIABILITY TO YOU AND ANYONE WHO USES THE CLIENT SMS SERVICE THROUGH YOUR ACCOUNT, FOR ANY AND ALL CLAIMS UNDER ANY THEORY OR FOR ANY REASON SHALL OF LAW (INCLUDING NEGLIGENCE), WILL NOT EXCEED THE FEES AGGREGATE AMOUNT YOU PAID BY TO XXXXXXXXXXXXXXXX.XXX IN THE CLIENT FOR PRECEDING TWELVE MONTHS. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE PLATFORM GIVING RISE EXCLUSION OR LIMITATION OF CERTAIN TYPES OF LIABILITY. THEREFORE, THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO SUCH CLAIM FOR THE CALENDAR YEAR YOU TO THAT EXTENT, AND NOTHING IN WHICH SUCH CLAIM AROSETHIS SECTION SHOULD BE CONSTRUED AS EXCLUDING OR LIMITING XXXXXXXXXXXXXXXX.XXX LIABILITY BEYOND WHAT IS PERMISSIBLE UNDER APPLICABLE LAW.

Limitations on Liability. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION 13, IN NO EVENT SHALL EITHER PARTY THE INFOSTRUCTURE GROUP BE LIABLE TO THE OTHER FOR CONSEQUENTIALANY INDIRECT, INDIRECTINCIDENTAL, EXEMPLARY, PUNITIVE, SPECIAL, CONSEQUENTIAL OR PUNITIVE SIMILAR DAMAGES ARISING FROM ANY CLAIM OUT OF OR ACTION BASED ON CONTRACTRELATED TO THIS AGREEMENT, TORT THE EQUIPMENT, THE SERVICES, OR OTHER LEGAL THEORY. SNAPPET SHALL NOT BE LIABLE FOR CLIENT'S YOUR USE OF OR INABILITY TO USE THE PLATFORM DUE TO (I) SCHEDULED FOREGOING, INCLUDING LOST BUSINESS OR PROFITS, BUSINESS INTERRUPTION OR 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 LOSS OF SNAPPET’S REASONABLE CONTROLINFORMATION OR DATA, INCLUDING WITHOUT LIMITATION, ACTS OR COST OF GOD, ACTS PROCUREMENT OF GOVERNMENT, FLOOD, FIRE, EARTHQUAKES, CIVIL UNREST, ACTS OF TERROR, STRIKES SUBSTITUTE OR OTHER LABOR PROBLEMS (OTHER THAN THOSE INVOLVING SNAPPET’S EMPLOYEES); (III) UNAVAILABILITY THAT RESULTS FROM EQUIPMENT AND/REPLACEMENT GOODS OR SOFTWARE OF THIRD PARTIES WHERE SUCH EQUIPMENT AND/OR SOFTWARE IS NOT WITHIN SERVICES. THE REASONABLE CONTROL OF SNAPPET; (IV) UNAVAILABILITY CAUSED BY ABUSE OR MISUSE TOTAL CUMULATIVE LIABILITY OF THE PLATFORM (INFOSTRUCTURE GROUP ARISING OUT OF AND RELATED TO THIS AGREEMENT, THE EQUIPMENT, THE SERVICES, AND YOUR USE OF OR ANY COMPONENT THEREOF) BY CLIENT OR ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY INABILITY TO USE OR MAINTENANCE THE FOREGOING SHALL NOT, REGARDLESS OF THE PLATFORM BY CLIENT IN A MANNER NOT MATERIALLY CONFORMING NUMBER OF INCIDENTS OR CAUSES GIVING RISE TO ANY SUCH LIABILITY, EXCEED 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 LESSER OF: (A) THE FEES PAID BY CUSTOMER TO INFOSTRUCTURE IN RESPECT OF THE CLIENT FOR THE PLATFORM EQUIPMENT AND SERVICES GIVING RISE TO THE CLAIM(S); OR (B) THE TOTAL FEES PAID BY CUSTOMER TO INFOSTRUCTURE UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE ACCRUAL OF THE FIRST SUCH CLAIM FOR CLAIM. THE CALENDAR YEAR LIMITATIONS ON LIABILITY IN WHICH THIS SECTION SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, REGARDLESS OF THE CAUSE OF ACTION OR BASIS OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, INDEMNITY OR OTHERWISE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH CLAIM AROSEDAMAGES. 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. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION 13TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY WILL EAB OR ITS PERSONNEL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, SPECIALINCIDENTAL, PUNITIVE, OR PUNITIVE DAMAGES EXEMPLARY LOSS, DAMAGE, OR EXPENSE, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY CLAIM OR ACTION BASED ON CONTRACTSOURCE, TORT OR 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 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 PLATFORM (OR ANY COMPONENT THEREOF) BY CLIENT OR ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE OF THE 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 OF LIABILITY EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EAB AND ITS PERSONNEL RELATING A PARTICULAR PROGRAM SHALL NOT EXCEED THE FEES AMOUNT PAID BY ORGANIZATION TO EAB FOR SUCH PROGRAM IN THE CLIENT FOR 12 MONTH PERIOD BEFORE THE PLATFORM GIVING RISE CLAIM, LIABILITY OR EXPENSE WITH RESPECT TO SUCH CLAIM FOR PROGRAM AROSE, EXCEPT TO THE CALENDAR YEAR EXTENT FINALLY JUDICIALLY DETERMINED TO HAVE RESULTED FROM EAB’S BAD FAITH OR INTENTIONAL MISCONDUCT. IN WHICH SUCH CLAIM AROSEADDITION, EAB WILL NOT BE LIABLE IN RESPECT OF THE FOLLOWING: (A) ANY DECISIONS MADE BY ORGANIZATION AS A RESULT OF THE PERFORMANCE OF THE SERVICES OR AS A RESULT OF ANY TRANSACTIONS MADE IN RELIANCE UPON ANY OF THE MATERIALS; (B) ORGANIZATION’S MISUSE OF THE SERVICES, THE MATERIALS, OR OTHER DATA PROVIDED TO ORGANIZATION IN CONNECTION WITH THE PROGRAM; (C) ANY CLAIMS BY ANY THIRD PARTY IN CONNECTION WITH O-P DATA OR OTHER INFORMATION UNLAWFULLY DISCLOSED TO EAB BY THE ORGANIZATION.

Limitations on Liability. (a) BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS SPECIFICALLY 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 CONTRARY CONTAINED IN THIS AGREEMENT, NO PARTY HERETO SHALL BE ENTITLED TO RECOVER FROM ANY OTHER PARTY HERETO OR ANY OF SUCH PARTY’S AFFILIATES ANY AMOUNT IN RESPECT OF EXEMPLARY, PUNITIVE, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS; EXCEPT, TO THE EXTENT THAT ANY OF THE FOREGOING ARE PAID OR OWING TO A THIRD PARTY WITH RESPECT TO A THIRD PARTY CLAIM, ALL OF WHICH DAMAGES SHALL BE CONSIDERED PART OF LOSSES AND SHALL BE COVERED BY THE INDEMNIFICATIONS SET FORTH IN THIS SECTION 13ARTICLE XI. (d) EXCEPT IN THE CASE OF FRAUD, INTENTIONAL MISREPRESENTATION AND INTENTIONAL BREACH, ALL RELEASES, DISCLAIMERS, LIMITATIONS ON LIABILITY AND INDEMNITIES IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM ANY CLAIM OR ACTION BASED ON CONTRACT, TORT OR 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 SNAPPET’S REASONABLE CONTROLTHIS AGREEMENT, INCLUDING WITHOUT LIMITATIONTHOSE IN THIS ARTICLE XI, ACTS SHALL APPLY EVEN IN THE EVENT OF GODTHE SOLE, 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 JOINT AND/OR SOFTWARE OF THIRD PARTIES WHERE SUCH EQUIPMENT AND/CONCURRENT, ACTIVE OR SOFTWARE IS NOT WITHIN THE REASONABLE CONTROL OF SNAPPET; (IV) UNAVAILABILITY CAUSED BY ABUSE PASSIVE NEGLIGENCE, STRICT LIABILITY OR MISUSE FAULT OF THE PLATFORM (PARTY WHOSE LIABILITY IS RELEASED, DISCLAIMED, LIMITED OR ANY COMPONENT THEREOF) BY CLIENT OR ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE OF THE 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 THE CLIENT FOR THE PLATFORM GIVING RISE TO SUCH CLAIM FOR THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSEINDEMNIFIED.

Limitations on Liability. TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT AS SPECIFICALLY SET FORTH FOR DAMAGES ARISING OUT OF (a) DAMAGE TO TANGIBLE PROPERTY (b) INJURY OR DEATH TO PERSONS, OR (c) XXXXXX’ INTENTIONAL MISREPRESENTATION, GROSS NEGLIGENCE OR WILL MISCONDUCT, CUSTOMER AGREES THAT THE ENTIRE LIABILITY OF XXXXXX AND CUSTOMER’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 SECTION 13AGREEMENT 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 EITHER PARTY XXXXXX BE LIABLE TO LIABLE, REGARDLESS OF THE OTHER FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING FUNDAMENTAL BREACH OR NEGLIGENCE, FOR ANY INDIRECT, PUNITIVE, CONSEQUENTIAL, INDIRECTINCIDENTAL, SPECIAL, OR PUNITIVE EXEMPLARY DAMAGES ARISING FROM ANY CLAIM OR ACTION BASED ON CONTRACT, TORT OR 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 SNAPPET’S REASONABLE CONTROLWHATSOEVER, INCLUDING WITHOUT LIMITATIONLIMITATION FOR LOST PROFITS, ACTS LOSS OF GODREVENUE, ACTS FAILURE TO REALIZE ANTICIPATED SAVINGS, LOST OR DAMAGED DATA, LOSS OF GOVERNMENTGOODWILL, FLOODBUSINESS OPPORTUNITIES OR REPUTATION, FIREOR ECONOMIC LOSS, EARTHQUAKESARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, 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 EVEN IF IT HAS BEEN ADVISED OF THE PLATFORM (POSSIBILITY OF SUCH POTENTIAL LOSS OR ANY COMPONENT THEREOF) BY CLIENT DAMAGES, OR ITS LICENSED USERS; SUCH LOSSES OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE OF THE 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 THE CLIENT FOR THE PLATFORM GIVING RISE TO SUCH CLAIM FOR THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSEDAMAGES ARE FORESEEABLE.

Limitations on Liability. EXCEPT (a) THE LIABILITIES OF EACH PARTY 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 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 SPECIFICALLY SET FORTH SUCH AMOUNT IS SPECIFIED IN THIS SECTION 13, SCHEDULE D AND AS MAY BE ADJUSTED PURSUANT TO THE TERMS OF SCHEDULE D. (b) IN NO EVENT SHALL EITHER PARTY PARTY, ITS SUBSIDIARIES OR ITS REPRESENTATIVES BE LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL, INDIRECT, SPECIALEXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING FROM IN CONNECTION WITH THE PERFORMANCE OF THIS AGREEMENT, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EACH PARTY HEREBY WAIVES ON BEHALF OF ITSELF AND ITS SUBSIDIARIES ANY CLAIM FOR SUCH DAMAGES, INCLUDING ANY CLAIM FOR PROPERTY DAMAGE OR ACTION BASED ON LOST PROFITS, WHETHER ARISING IN CONTRACT, TORT OR OTHER LEGAL THEORY. SNAPPET SHALL NOT BE LIABLE FOR CLIENT'S INABILITY TO USE THE PLATFORM DUE TO OTHERWISE. (Ic) SCHEDULED DOWNTIMEThe 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, 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 SNAPPET’S REASONABLE CONTROLwillful misconduct, 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 PLATFORM (OR ANY COMPONENT THEREOF) BY CLIENT OR ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE OF THE 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 THE CLIENT FOR THE PLATFORM GIVING RISE TO SUCH CLAIM FOR THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSEor fraud of or by the Party to be charged.

Limitations on Liability. EXCEPT AS SPECIFICALLY SET FORTH Notwithstanding anything else contained in this Agreement, to the maximum extent permitted by law, and regardless of whether a claim is based in contract (including warranty or indemnity), extra- contractual liability, tort (including negligence or strict liability), statute, equity or any other legal theory: (a) THE TOTAL LIABILITY OF THE SELLER AND OF ITS INSURER FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE PERFORMANCE OR BREACH OF THIS AGREEMENT OR USE OF ANY EQUIPMENT OR SERVICES SHALL NOT EXCEED THE TOTAL PRICE PAID BY BUYER UNDER THIS AGREEMENT OR (IN THE CASE OF AN AGREEMENT FOR SERVICES WITH A TERM OF MORE THAN ONE YEAR) THE ANNUAL PRICE PAYABLE BY BUYER UNDER THIS SECTION 13, AGREEMENT; (b) IN NO EVENT SHALL EITHER PARTY SELLER BE LIABLE TO THE OTHER FOR ANY LOSS OF PROFIT OR REVENUES, LOSS OF PRODUCTION, LOSS OF USE OF EQUIPMENT OR SERVICES OR ANY ASSOCIATED EQUIPMENT, INTERRUPTION OF BUSINESS, COST OF CAPITAL, COST OF REPLACEMENT WATER OR POWER, DOWNTIME COSTS, INCREASED OPERATING COSTS, CLAIMS OF BUYER’S CUSTOMERS FOR SUCH DAMAGES, OR FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIALPUNITIVE OR EXEMPLARY DAMAGES; (c) SELLER’S LIABILITY SHALL END UPON EXPIRATION OF THE APPLICABLE WARRANTY PERIOD, PROVIDED THAT BUYER MAY CONTINUE TO ENFORCE A CLAIM FOR WHICH IT HAS GIVEN NOTICE PRIOR TO THAT DATE BY COMMENCING AN ACTION OR PUNITIVE DAMAGES ARISING FROM ARBITRATION, AS APPLICABLE UNDER THIS AGREEMENT, BEFORE EXPIRATION OF ANY CLAIM OR ACTION BASED ON CONTRACT, TORT STATUTE OF LIMITATIONS OR 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 TIME LIMITATION BUT IN SESSION AND ABOUT WHICH SNAPPET WILL GIVE CLIENT 14 DAYS ADVANCE WRITTEN NOTICE; (II) UNAVAILABILITY DUE TO FACTORS OUTSIDE OF 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 PLATFORM (OR ANY COMPONENT THEREOF) BY CLIENT OR ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE OF THE PLATFORM BY CLIENT IN A MANNER NOT MATERIALLY CONFORMING NO EVENT – TO THE GUIDANCE PROVIDED EXTENT PERMITTED BY SNAPPET OR IN THE AGREEMENTAPPLICABLE LAW – LATER THAN FIVE (5) MONTHS AFTER EXPIRATION OF SUCH WARRANTY PERIOD. SNAPPET’S AGGREGATE LIABILITY TO THE CLIENT UNDER ANY THEORY OR FOR ANY REASON SHALL NOT EXCEED THE FEES PAID BY THE CLIENT FOR THE PLATFORM GIVING RISE TO SUCH CLAIM FOR THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSEFor the purposes of this article, "Seller" shall mean Seller, its affiliates, subcontractors and suppliers of any tier, and their respective agents and employees, individually or collectively. If Buyer is supplying Seller’s Equipment or Services to a third party, Buyer shall require the third party to agree to be bound by this article. If Xxxxx does not obtain this agreement for Seller’s benefit for any reason, Xxxxx shall indemnify and hold Seller harmless from all liability arising out of claims made by the third party in excess of the limitations and exclusion of this article.

Limitations on Liability. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION 13, Q2 AND ITS LICENSOR(S) SHALL IN NO EVENT SHALL EITHER PARTY BE RESPONSIBLE OR LIABLE TO THE OTHER YOU OR TO ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR CONSEQUENTIAL, ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED OR PUNITIVE DAMAGES DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, REVENUE OR BUSINESS, ARISING IN WHOLE OR IN PART FROM ANY CLAIM OR ACTION BASED ON CONTRACT, TORT OR OTHER LEGAL THEORY. SNAPPET SHALL NOT BE LIABLE FOR CLIENT'S INABILITY TO USE THE PLATFORM DUE TO (I) SCHEDULED DOWNTIMEYOUR ACCESS OR USE OF THE SERVICE OR THESE TERMS, 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 SNAPPET’S REASONABLE CONTROLANY TRANSACTION CONDUCTED THROUGH OR FACILITATED BY THE SERVICE, 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/ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS OR SOFTWARE OF THIRD PARTIES WHERE SUCH EQUIPMENT AND/OR SOFTWARE IS NOT WITHIN OTHER INACCURACIES IN THE REASONABLE CONTROL OF SNAPPET; SERVICES, (IV) UNAVAILABILITY CAUSED BY ABUSE ANY LATE PAYMENTS, PENALTIES OR MISUSE OTHER LIABILITIES YOU MAY INCUR AS A RESULT OF MISSED OR LATE PAYMENTS THAT OCCUR IN CONNECTION WITH YOUR USE OF THE PLATFORM (OR ANY COMPONENT THEREOF) SERVICE, INCLUDING FAILURE BY CLIENT OR ITS LICENSED USERS; A BILLING ENTITY TO SWITCH YOUR ACCOUNTS, OR (V) UNAVAILABILITY CAUSED BY USE UNAUTHORIZED ACCESS TO OR MAINTENANCE ALTERATION OR LOSS OF YOUR TRANSMISSIONS OR DATA, IN EACH CASE EVEN IF Q2 AND/OR ITS LICENSOR(S) HAS BEEN ADVISED OF THE PLATFORM BY CLIENT IN A MANNER NOT MATERIALLY CONFORMING POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE GUIDANCE PROVIDED BY SNAPPET OR CONTRARY IN THE AGREEMENT. SNAPPETTHESE TERMS, Q2’S AND ITS LICENSOR’S AGGREGATE LIABILITY TO THE CLIENT UNDER ANY THEORY OR YOU FOR ANY REASON SHALL NOT EXCEED CAUSE WHATEVER AND REGARDLESS OF THE FEES PAID BY FORM OF THE CLIENT FOR THE PLATFORM GIVING RISE ACTION, WILL AT ALL TIMES BE LIMITED TO SUCH CLAIM FOR THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSE$500.00 (FIVE HUNDRED UNITED STATES DOLLARS).

Limitations on Liability. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION 13NEITHER GIZER NOR THE GIZER PROVIDERS GUARANTEE THE CONTINUOUS, IN NO EVENT UNINTERRUPTED, OR SECURE ACCESS TO THE SERVICES OR ANY ASPECT THEREOF. THE OPERATION OF THE SERVICES MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE THE CONTROL OF GIZER AND THE GIZER PROVIDERS. YOU UNDERSTAND AND AGREE THAT NEITHER GIZER NOR THE GIZER PROVIDERS SHALL EITHER PARTY BE LIABLE TO THE OTHER USERS FOR CONSEQUENTIALANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR PUNITIVE EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF INCOME, LOSS OF DIRECT OR INDIRECT PROFITS, LOSS OF GOODWILL, LOSS OF DATA, LOSS OF CONTRACTS, ANY LOSS OF MONEY, ANY LOSS OR DAMAGES ARISING FROM OR CONNECTED IN ANY WAY TO BUSINESS INTERRUPTION, LOSS OF USE, OR OTHER INTANGIBLE LOSSES, WHETHER SUCH CLAIM OR ACTION IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHER LEGAL THEORY. SNAPPET SHALL NOT BE LIABLE FOR CLIENT'S OTHERWISE (EVEN IF GIZER OR THE GIZER PROVIDERS HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE USE OR THE 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 NOTICESERVICES; (II) UNAVAILABILITY DUE UNAUTHORIZED ACCESS TO FACTORS OUTSIDE OR ALTERATION OF SNAPPET’S REASONABLE CONTROL, INCLUDING WITHOUT LIMITATION, ACTS OF GOD, ACTS OF GOVERNMENT, FLOOD, FIRE, EARTHQUAKES, CIVIL UNREST, ACTS OF TERROR, STRIKES USER TRANSMISSIONS OR OTHER LABOR PROBLEMS (OTHER THAN THOSE INVOLVING SNAPPET’S EMPLOYEES)DATA; (III) UNAVAILABILITY THAT RESULTS FROM EQUIPMENT AND/OPINIONS, VIEWS, ADVICE, STATEMENTS, OR SOFTWARE OF THIRD PARTIES WHERE SUCH EQUIPMENT AND/USER CONTRIBUTIONS POSTED ON OR SOFTWARE IS NOT WITHIN THROUGH THE REASONABLE CONTROL OF SNAPPETSERVICES; OR (IV) UNAVAILABILITY CAUSED BY ABUSE ANY OTHER MATTER RELATING TO THE SERVICES. YOU UNDERSTAND AND AGREE THAT NEITHER GIZER NOR THE GIZER PROVIDERS SHALL BE LIABLE TO USERS FOR ANY LOSS OR MISUSE DAMAGES DUE TO VIRUSES THAT MAY INFECT USERS’ COMPUTER EQUIPMENT, MOBILE HANDSET, TABLET, SOFTWARE, DATA OR OTHER PROPERTY RESULTING FROM USERS’ USE OF THE PLATFORM (OR ANY COMPONENT THEREOF) BY CLIENT OR ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE SERVICES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN AND REGARDLESS OF THE PLATFORM BY CLIENT IN A MANNER NOT MATERIALLY CONFORMING FORM OF THE ACTION, GIZER’S LIABILITY TO USERS FOR ANY CAUSE WHATSOEVER WILL AT ALL TIMES BE LIMITED TO THE GUIDANCE PROVIDED AMOUNT PAID, IF ANY, BY SNAPPET OR IN SUCH USER TO GIZER FOR USE OF THE AGREEMENT. SNAPPET’S AGGREGATE LIABILITY SERVICES DURING THE TERM OF THEIR REGISTRATION, NOT INCLUDING ANY ENTRY FEES FOR ESPORTS CONTESTS COMPLETED PRIOR TO THE CLIENT UNDER ANY THEORY OR FOR ANY REASON SHALL NOT EXCEED THE FEES PAID BY THE CLIENT FOR THE PLATFORM CIRCUMSTANCES GIVING RISE TO THE CLAIM. IN THE EVENT THAT A USER RESIDES IN A JURISDICTION THAT DOES NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SOME OF THE LIMITATIONS ABOVE MAY NOT APPLY TO SUCH CLAIM FOR THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSEUSER.

Limitations on Liability. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION 13a) SELLER'S LIABILITY ON ALL CLAIMS OF ANY KIND, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM ANY CLAIM OR ACTION WHETHER BASED ON CONTRACT, INDEMNITY, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER LEGAL THEORYOTHERWISE, FOR ALL LOSSES OR DAMAGES ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM THESE TERMS AND CONDITIONS, OR FROM THE PERFORMANCE OR BREACH THEREOF, OR FROM ANY PRODUCTS COVERED BY OR FURNISHED UNDER A CONTRACT HEREUNDER OR ANY EXTENSION OR EXPANSION THEREOF (INCLUDING REMEDIAL WARRANTY EFFORTS), SHALL IN NO CASE EXCEED THE CONTRACT PRICE EXCEPT AS TO TITLE TO ANY PRODUCTS FURNISHED. SNAPPET ALL SUCH LIABILITY SHALL NOT TERMINATE UPON THE EXPIRATION OF THE WARRANTY PERIOD SPECIFIED IN SECTION 13 ABOVE. b) IN NO EVENT, WHETHER BASED ON CONTRACT, INDEMNITY, WARRANTY TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, SHALL SELLER AND OR ITS EMPLOYEES BE LIABLE FOR CLIENTSPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE, LOSS OF USE OF ANY PROPERTY, COST OF CAPITAL, COST OF PURCHASED POWER, COST OF SUBSTITUTE EQUIPMENT, FACILITIES OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF CUSTOMERS FOR SUCH DAMAGES. BUYER WILL INDEMNIFY SELLER AND ITS EMPLOYEES AGAINST ANY SUCH CLAIMS FROM THE BUYER'S INABILITY TO USE CUSTOMERS. IF 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 SNAPPET’S REASONABLE CONTROL, INCLUDING WITHOUT LIMITATION, ACTS OF GOD, ACTS OF GOVERNMENT, FLOOD, FIRE, EARTHQUAKES, CIVIL UNREST, ACTS OF TERROR, STRIKES PRODUCTS 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 PLATFORM (OR ANY COMPONENT THEREOF) BY CLIENT OR ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE OF THE PLATFORM BY CLIENT IN A MANNER NOT MATERIALLY CONFORMING TO THE GUIDANCE SERVICES BEING 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 SELLER WILL BE FURNISHED BY THE CLIENT FOR BUYER TO A THIRD PARTY BY CONTRACT OR RELATE TO A CONTRACT BETWEEN THE PLATFORM GIVING RISE TO BUYER AND A THIRD PARTY, THE BUYER SHALL OBTAIN FROM SUCH CLAIM FOR THIRD PARTY A PROVISION AFFORDING SELLER THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSEPROTECTION OF THIS AND THE PRECEDING PARAGRAPH.

Limitations on Liability. EXCEPT AS SPECIFICALLY SET FORTH THE TOTAL LIABILITY OF CODONIX AND THE CODONIX PARTIES IN THE AGGREGATE TO USER OR ANY THIRD PARTY ARISING OUT OF OR IN CONNECTION WITH THIS SECTION 13AGREEMENT, IN NO EVENT THE SOFTWARE AND SERVICES WILL BE LIMITED TO THE PAYMENTS RECEIVED FROM USER UNDER THIS AGREEMENT. CODONIX AND THE CODONIX PARTIES SHALL EITHER PARTY NOT BE LIABLE TO THE OTHER FOR CONSEQUENTIALDIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY TYPE ARISING FROM ANY CLAIM OUT OF OR ACTION BASED ON CONTRACTIN CONNECTION WITH THIS AGREEMENT, TORT OR 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 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 SOFTWARE AND/OR SOFTWARE SERVICES, WHETHER OR NOT CODONIX AND ITS LICENSORS HAVE BEEN ADVISED OF THIRD THE POSSIBILITY OF SUCH DAMAGES AND WHETHER BASED UPON BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE). CODONIX AND THE CODONIX PARTIES WHERE SUCH EQUIPMENT 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 RESULTS, WHETHER OR NOT CODONIX AND THE CODONIX PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS OF DAMAGES AND LIABILITIES SET FORTH IN THIS AGREEMENT ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CODONIX 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 CODONIX AND THE CODONIX PARTIES, AND USER'S EXCLUSIVE REMEDY, SHALL BE TO IMMEDIATELY STOP ACCESSING AND USING THE SOFTWARE AND SERVICES AND CONTACTING CODONIX WITHIN THE REASONABLE CONTROL 60 DAYS OF SNAPPET; (IV) UNAVAILABILITY CAUSED BY ABUSE OR MISUSE AGREEING TO THIS AGREEMENT AND REQUESTING A FULL REFUND OF THE PLATFORM (OR ANY COMPONENT THEREOF) BY CLIENT OR ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE OF THE 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 USER TO CODONIX UNDER THIS AGREEMENT. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE CLIENT EXCLUSION OR LIMITATION OF LIABILITY FOR DAMAGES (SUCH AS CONSEQUENTIAL OR INCIDENTAL DAMAGES), OR THE PLATFORM GIVING RISE EXCLUSION OF IMPLIED WARRANTIES AND LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, THE ABOVE LIMITATIONS MAY NOT APPLY TO SUCH USER. NOTWITHSTANDING THE FOREGOING, CODONIX WILL INDEMNIFY USER AND HOLD IT 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 THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSEINFRINGEMENT OF COPYRIGHT, TRADEMARK OR OTHER INTELLECTUAL PROPERTY BASED ON MATERIAL SUPPLIED BY CODONIX TO USER UNDER THIS AGREEMENT.

Limitations on Liability. (a) EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION 13FOR THE PARTIES' INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER, OR TO ANY CUSTOMERS OR OTHER THIRD PARTIES FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECTEXEMPLARY OR OTHER INDIRECT DAMAGES OR FOR LOSS OF PROFITS, SPECIALLOSS OF DATA OR LOSS OF USE DAMAGES ARISING OUT OF THE MANUFACTURE, SALE OR SUPPLYING OF THE TECHNOLOGY, OR PUNITIVE DAMAGES ARISING FROM ANY CLAIM FAILURE OR ACTION DELAY IN SUPPLYING THE TECHNOLOGY, WHETHER BASED ON UPON WARRANTY, CONTRACT, TORT TORT, STRICT LIABILITY OR OTHERWISE. (x) XXXXXX XXX XXX XXXXXXX' XXXXMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY'S LIABILITY ARISING OUT OF THIS AGREEMENT, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXXXXX XXX XXXXXXX XX (X) XXX XXXXXXXTE PRICE PAID BY AXIA FOR TECHNOLOGY UNDER THIS AGREEMENT FOR THE IMMEDIATE TWELVE (12) MONTH PERIOD PRIOR TO THE CLAIM THAT GAVE RISE TO THE LIABILITY, OR (II) THE PRICE PAID BY AXIA FOR THE TECHNOLOGY GIVING RISE TO SUCH LIABILITY. (c) IN NO EVENT WILL MSEM BE LIABLE HEREUNDER TO AXIA, CUSTOMERS OR OTHER LEGAL THEORY. SNAPPET SHALL NOT BE LIABLE THIRD PARTIES FOR CLIENT'S INABILITY TO USE ANY OF THE PLATFORM DUE TO FOLLOWING: (I) SCHEDULED DOWNTIME, WHICH SNAPPET WILL ATTEMPT DAMAGES CAUSED BY AXIA'S FAILURE TO SCHEDULE WHEN DISTRICT SCHOOLS ARE NOT IN SESSION PERFORM ITS COVENANTS AND ABOUT WHICH SNAPPET WILL GIVE CLIENT 14 DAYS ADVANCE WRITTEN NOTICERESPONSIBILITIES; (II) UNAVAILABILITY DUE TO FACTORS OUTSIDE OF 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 DAMAGES CAUSED BY ABUSE IMPROPER OR MISUSE DEFECTIVE INSTALLATIONS OF THE PLATFORM (OR ANY COMPONENT THEREOF) BY CLIENT OR ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE OF THE 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 THE CLIENT FOR THE PLATFORM GIVING RISE TO SUCH CLAIM FOR THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSETECHNOLOGY.

Limitations on Liability. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION 13, CLICKSWITCH AND ITS LICENSOR(S) SHALL IN NO EVENT SHALL EITHER PARTY BE RESPONSIBLE OR LIABLE TO THE OTHER YOU OR TO ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR CONSEQUENTIAL, ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED OR PUNITIVE DAMAGES DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, REVENUE OR BUSINESS, ARISING IN WHOLE OR IN PART FROM ANY CLAIM OR ACTION BASED ON CONTRACT, TORT OR OTHER LEGAL THEORY. SNAPPET SHALL NOT BE LIABLE FOR CLIENT'S INABILITY TO USE THE PLATFORM DUE TO (I) SCHEDULED DOWNTIMEYOUR ACCESS OR USE OF THE SERVICE OR THESE TERMS, 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 SNAPPET’S REASONABLE CONTROLANY TRANSACTION CONDUCTED THROUGH OR FACILITATED BY THE SERVICE, 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/ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS OR SOFTWARE OF THIRD PARTIES WHERE SUCH EQUIPMENT AND/OR SOFTWARE IS NOT WITHIN OTHER INACCURACIES IN THE REASONABLE CONTROL OF SNAPPET; SERVICES, (IV) UNAVAILABILITY CAUSED BY ABUSE ANY LATE PAYMENTS, PENALTIES OR MISUSE OTHER LIABILITIES YOU MAY INCUR AS A RESULT OF MISSED OR LATE PAYMENTS THAT OCCUR IN CONNECTION WITH YOUR USE OF THE PLATFORM (OR ANY COMPONENT THEREOF) SERVICE, INCLUDING FAILURE BY CLIENT OR ITS LICENSED USERS; A BILLING ENTITY TO SWITCH YOUR ACCOUNTS, OR (V) UNAVAILABILITY CAUSED BY USE UNAUTHORIZED ACCESS TO OR MAINTENANCE ALTERATION OR LOSS OF YOUR TRANSMISSIONS OR DATA, IN EACH CASE EVEN IF CLICKSWITCH AND/OR ITS LICENSOR(S) HAS BEEN ADVISED OF THE PLATFORM BY CLIENT IN A MANNER NOT MATERIALLY CONFORMING POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE GUIDANCE PROVIDED BY SNAPPET OR CONTRARY IN THE AGREEMENT. SNAPPETTHESE TERMS, CLICKSWITCH’S AND ITS LICENSOR’S AGGREGATE LIABILITY TO THE CLIENT UNDER ANY THEORY OR YOU FOR ANY REASON SHALL NOT EXCEED CAUSE WHATEVER AND REGARDLESS OF THE FEES PAID BY FORM OF THE CLIENT FOR THE PLATFORM GIVING RISE ACTION, WILL AT ALL TIMES BE LIMITED TO SUCH CLAIM FOR THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSE$500.00 (FIVE HUNDRED UNITED STATES DOLLARS).

Limitations on Liability. EXCEPT AS SPECIFICALLY SET FORTH IN 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 SECTION 13AGREEMENT, 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 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 TO THE OTHER FOR ANY CONSEQUENTIAL, INDIRECTINCIDENTAL OR SPECIAL DAMAGES, SPECIALWHETHER UNDER BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, OR PUNITIVE DAMAGES ARISING FROM ANY CLAIM OR ACTION BASED ON CONTRACT, TORT OR OTHER LEGAL THEORY. SNAPPET SHALL NOT BE LIABLE FOR CLIENT'S INABILITY TO USE , WHETHER IN TORT OR CONTRACT, EVEN IF SUCH OTHER PARTY HAS BEEN APPRISED OF 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 LIKELIHOOD OF SNAPPET’S REASONABLE CONTROLSUCH DAMAGES OCCURRING, INCLUDING WITHOUT LIMITATIONLIMITATION DAMAGES FROM INTERRUPTION OF BUSINESS, ACTS LOSS OF GODPROFITS OR BUSINESS OPPORTUNITIES, ACTS LOSS OF GOVERNMENTUSE OF SOFTWARE, FLOODLOSS OF DATA, FIRECOST OF RECREATING DATA, EARTHQUAKESCOST OF CAPITAL, CIVIL UNRESTCOST OF ANY SUBSTITUTE SOFTWARE, 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 LOSSES CAUSED BY ABUSE DELAY. THE PARTIES ACKNOWLEDGE AND AGREE THAT DAMAGES ARISING DIRECTLY FROM A THIRD PARTY CLAIM OR MISUSE SUIT BROUGHT AGAINST LICENSEE AS CONTEMPLATED BY SECTION (c) OF THE PLATFORM (OR ANY COMPONENT THEREOF) BY CLIENT OR ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE OF THE PLATFORM BY CLIENT IN A MANNER NOT MATERIALLY CONFORMING ARTICLE VII ARE DEEMED TO THE GUIDANCE PROVIDED BY SNAPPET OR IN THE AGREEMENTBE ACTUAL AND DIRECT DAMAGES. SNAPPET’S AGGREGATE LIABILITY TO THE CLIENT UNDER ANY THEORY OR FOR ANY REASON SHALL NOT EXCEED THE FEES PAID BY THE CLIENT FOR THE PLATFORM GIVING RISE TO SUCH CLAIM FOR THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSELicensee shall not be responsible for any damages or expenses resulting from alteration or unauthorized use of the Business Products, or from unintended or unforeseen results obtained by Licensee resulting from such use.

Limitations on Liability. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION 13, IN NO EVENT SHALL EITHER PARTY BE LIABLE (a) NOTWITHSTANDING ANYTHING TO THE OTHER FOR CONSEQUENTIALCONTRARY, INDIRECTAND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM ANY CLAIM OR ACTION BASED ON CONTRACT, TORT OR OTHER LEGAL THEORY. SNAPPET SUPPLIER (AND THE SUPPLIER INDEMNIFIED PARTIES) SHALL NOT BE LIABLE TO SIENTRA AND THE SIENTRA INDEMNIFIED PARTIES FOR CLIENT'S INABILITY TO USE THE PLATFORM DUE TO ANY AND ALL CLAIMS FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR STATUTORY DAMAGES (I) SCHEDULED DOWNTIMEINCLUDING, 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 SNAPPET’S REASONABLE CONTROL, INCLUDING WITHOUT LIMITATION, ACTS LOSS OF GOD, ACTS PROFITS OR REVENUES OR BUSINESS; COST OF GOVERNMENT, FLOOD, FIRE, EARTHQUAKES, CIVIL UNREST, ACTS CAPITAL; COST OF TERROR, STRIKES OR OTHER LABOR PROBLEMS (OTHER THAN THOSE INVOLVING SNAPPET’S EMPLOYEES)PURCHASE; (III) UNAVAILABILITY THAT RESULTS FROM EQUIPMENT AND/OR SOFTWARE COST 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 PLATFORM (OR ANY COMPONENT THEREOF) BY CLIENT OR ITS LICENSED USERSREPLACEMENT PRODUCTS; OR COST OF ANY FIELD ACTIONS, RECALLS, RETRIEVALS OR CONSUMER OR TRADE NOTIFICATIONS *** THAT ARE ALLEGED TO ARISE OUT OF, BE INCURRED IN CONNECTION WITH, BE RELATED TO OR RESULT FROM THIS AGREEMENT OR THE *** OR FROM THE PERFORMANCE OR BREACH HEREOF OR THEREOF, EVEN IF SUPPLIER HAS BEEN ADVISED OF SUCH POSSIBILITY OF SUCH DAMAGES. (Vb) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE OF THE PLATFORM BY CLIENT IN A MANNER NOT MATERIALLY CONFORMING NOTWITHSTANDING ANYTHING TO THE GUIDANCE PROVIDED CONTRARY, AND TO THE FULLEST EXTENT PERMITTED BY SNAPPET OR IN APPLICABLE LAWS, SUPPLIER'S (AND THE AGREEMENT. SNAPPET’S SUPPLIER INDEMNIFIED PARTIES') LIABILITY FOR *** (c) AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, SUPPLIER'S (AND THE SUPPLIER INDEMNIFIED PARTIES') TOTAL AGGREGATE LIABILITY TO THE CLIENT UNDER ANY THEORY OR FOR ANY REASON SHALL NOT EXCEED THE FEES PAID BY THE CLIENT FOR THE PLATFORM GIVING RISE TO SUCH CLAIM FOR THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSE.***

Limitations on Liability. EXCEPT AS SPECIFICALLY (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 134.17, 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 XXX THE OTHER WITH RESPECT TO, ANY CAUSE OF ACTION OR CLAIM NOT EXPRESSLY PROVIDED FOR IN NO EVENT SHALL EITHER PARTY BE LIABLE THIS AGREEMENT TO THE OTHER FOR CONSEQUENTIALMAXIMUM EXTENT PERMITTED BY LAW. (b) Notwithstanding anything to the contrary contained in this Agreement, INDIRECTno party hereto shall be entitled to recover from any other party hereto any amount in respect of exemplary, SPECIALpunitive, OR PUNITIVE DAMAGES ARISING FROM ANY CLAIM OR ACTION BASED 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 9.2, such Indemnified Party will be entitled to recover such damages from the Indemnifying Party. (c) ALL RELEASES, DISCLAIMERS, LIMITATIONS ON CONTRACTLIABILITY, TORT OR 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 AND INDEMNITIES IN SESSION AND ABOUT WHICH SNAPPET WILL GIVE CLIENT 14 DAYS ADVANCE WRITTEN NOTICE; (II) UNAVAILABILITY DUE TO FACTORS OUTSIDE OF SNAPPET’S REASONABLE CONTROLTHIS AGREEMENT, INCLUDING WITHOUT LIMITATIONTHOSE IN THIS ARTICLE X, ACTS SHALL APPLY EVEN IN THE EVENT OF GODTHE SOLE, ACTS OF GOVERNMENTJOINT, 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/CONCURRENT, ACTIVE OR SOFTWARE IS NOT WITHIN THE REASONABLE CONTROL OF SNAPPET; (IV) UNAVAILABILITY CAUSED BY ABUSE PASSIVE NEGLIGENCE, STRICT LIABILITY, OR MISUSE FAULT OF THE PLATFORM (PARTY WHOSE LIABILITY IS RELEASED, DISCLAIMED, LIMITED, OR ANY COMPONENT THEREOF) BY CLIENT OR ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE OF THE 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 THE CLIENT FOR THE PLATFORM GIVING RISE TO SUCH CLAIM FOR THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSEINDEMNIFIED.

Limitations on Liability. EXCEPT AS SPECIFICALLY SET FORTH (a) THE LIABILITIES OF EACH PARTY 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 SECTION 13AGREEMENT), 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 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. (b) IN NO EVENT SHALL EITHER PARTY PARTY, ITS SUBSIDIARIES OR ITS REPRESENTATIVES BE LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL, INDIRECT, SPECIALEXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING FROM IN CONNECTION WITH THE PERFORMANCE OF THIS AGREEMENT, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EACH PARTY HEREBY WAIVES ON BEHALF OF ITSELF AND ITS SUBSIDIARIES ANY CLAIM FOR SUCH DAMAGES, INCLUDING ANY CLAIM FOR PROPERTY DAMAGE OR ACTION BASED ON LOST PROFITS, WHETHER ARISING IN CONTRACT, TORT OR OTHER LEGAL THEORY. SNAPPET SHALL NOT BE LIABLE FOR CLIENT'S INABILITY TO USE THE PLATFORM DUE TO OTHERWISE. (Ic) SCHEDULED DOWNTIMEThe foregoing limitations on Liability in this Section 7.02 shall not apply (i) to either Party’s Liability for breaches of confidentiality under ARTICLE VI (Confidentiality) or (ii) in respect of any Liability arising out of or in connection with the gross negligence, 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 SNAPPET’S REASONABLE CONTROLwillful misconduct, 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 PLATFORM (OR ANY COMPONENT THEREOF) BY CLIENT OR ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE OF THE 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 THE CLIENT FOR THE PLATFORM GIVING RISE TO SUCH CLAIM FOR THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSEor fraud of or by the Party to be charged.

Limitations on Liability. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION 13FOR DAMAGES OR LOSSES ARISING FROM INFRINGEMENT OR MISAPPROPRIATION OF A PARTY’S INTELLECTUAL PROPERTY, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIALPUNITIVE OR EXEMPLARY DAMAGES, OR PUNITIVE DAMAGES WHETHER ARISING FROM ANY CLAIM OR ACTION BASED ON CONTRACTIN CONTRACT (INCLUDING WARRANTY), TORT (INCLUDING ACTIVE, PASSIVE OR IMPUTED NEGLIGENCE, STRICT LIABILITY OR PRODUCT LIABILITY) OR OTHERWISE, LOSS OF USE, DAMAGE TO, LOSS OF OR CORRUPTION OF DATA, (WHETHER DIRECT OR INDIRECT, AND WHETHER OR NOT CONSITITUTING TANGIBLE PROPERTY DAMAGE), BUSINESS INTERRUPTION, LOSS OF REVENUE, LOSS OF PROFITS, ANTICIPATED SAVINGS, LOSS OF BUSINESS OR OTHER LEGAL THEORY. SNAPPET SHALL NOT BE LIABLE FOR CLIENT'S INABILITY TO USE THE PLATFORM DUE TO (I) SCHEDULED DOWNTIMEFINANCIAL LOSS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, 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 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 EVEN IF SUCH EQUIPMENT AND/OR SOFTWARE PARTY IS NOT WITHIN THE REASONABLE CONTROL OF SNAPPET; (IV) UNAVAILABILITY CAUSED BY ABUSE OR MISUSE ADVISED OF THE PLATFORM (OR ANY COMPONENT THEREOF) BY CLIENT OR ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE POSSIBILITY OF THE PLATFORM BY CLIENT IN A MANNER NOT MATERIALLY CONFORMING TO THE GUIDANCE PROVIDED BY SNAPPET OR IN THE AGREEMENTSUCH DAMAGES. SNAPPET’S F5'S TOTAL AGGREGATE LIABILITY TO THE CLIENT CUSTOMER UNDER ANY THEORY OR FOR ANY REASON THIS AGREEMENT SHALL NOT EXCEED THE FEES TOTAL AMOUNT ACTUALLY PAID BY THE CLIENT CUSTOMER FOR THE PLATFORM SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM LIABILITY. THE FOREGOING LIMITATIONS DO NOT APPLY TO ANY LIABILITY FOR DEATH OR BODILY INJURY ARISING OUT OF F5’S GROSS NEGLIGENCE OR WILFUL MISCONDUCT, OR TO ANY LIABILITY WHICH MAY NOT BE LAWFULLY EXCLUDED BY THE CALENDAR YEAR GOVERNING LAW OF THIS AGREEMENT AS SET OUT IN WHICH SUCH CLAIM AROSESECTION 13.

Limitations on Liability. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SUBJECT TO SECTION 132.1 HEREOF WITH RESPECT TO ANY LIABILITY THAT ACCRUED UNDER THE ORIGINAL AGREEMENTS PRIOR TO THE CLOSING DATE, IN NO EVENT NEITHER PARTY SHALL EITHER PARTY BE LIABLE WITH RESPECT TO THE ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR CONSEQUENTIALANY INDIRECT, INDIRECTINCIDENTAL, SPECIAL, PUNITIVE, OR PUNITIVE DAMAGES CONSEQUENTIAL DAMAGES, LOST PROFITS OR LOST DATA. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, BUT SUBJECT TO SECTION 2.1 HEREOF WITH RESPECT TO ANY LIABILITY THAT ACCRUED PRIOR TO THE CLOSING DATE, THE TOTAL LIABILITY OF EMD SERONO TO THERA UNDER, ARISING FROM OUT OF, OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, SHALL NOT EXCEED [REDACTED: Amount] IN THE AGGREGATE FOR ALL CLAIMS, EXCEPT FOR (A) CLAIMS FOR EQUITABLE RELIEF, (B) CLAIMS BASED UPON, ARISING OUT OF, OR IN CONNECTION WITH ANY CLAIM FRAUD OR ACTION WILLFUL MISREPRESENTATION BY EMD SERONO, AND (C) CLAIMS BASED ON CONTRACTUPON, TORT ARISING OUT OF, OR OTHER LEGAL THEORY. SNAPPET IN CONNECTION WITH A BREACH BY EMD SERONO OF ITS OBLIGATIONS UNDER SECTION 9.8, WHERE, IN ALL SUCH EVENTS, THE LIABILITY OF EMD SERONO SHALL NOT BE LIABLE FOR CLIENT'S INABILITY SUBJECT 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 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 PLATFORM (OR ANY COMPONENT THEREOF) BY CLIENT OR ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE OF THE 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 THE CLIENT FOR THE PLATFORM GIVING RISE TO SUCH CLAIM FOR THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSELIMIT.

Limitations on Liability. EXCEPT AS SPECIFICALLY SET FORTH TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER AGREES THAT THE ENTIRE LIABILITY OF CASTLE AND CUSTOMER’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 SECTION 13AGREEMENT 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 EITHER PARTY CASTLE BE LIABLE TO LIABLE, REGARDLESS OF THE OTHER FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING FUNDAMENTAL BREACH OR NEGLIGENCE, FOR ANY INDIRECT, PUNITIVE, CONSEQUENTIAL, INDIRECTINCIDENTAL, SPECIAL, OR PUNITIVE EXEMPLARY DAMAGES ARISING FROM ANY CLAIM OR ACTION BASED ON CONTRACT, TORT OR 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 SNAPPET’S REASONABLE CONTROLWHATSOEVER, INCLUDING WITHOUT LIMITATIONLIMITATION FOR LOST PROFITS, ACTS LOSS OF GODREVENUE, ACTS FAILURE TO REALIZE ANTICIPATED SAVINGS, LOST OR DAMAGED DATA, LOSS OF GOVERNMENTGOODWILL, FLOODBUSINESS OPPORTUNITIES OR REPUTATION, FIREOR ECONOMIC LOSS, EARTHQUAKESARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, 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 EVEN IF IT HAS BEEN ADVISED OF THE PLATFORM (POSSIBILITY OF SUCH POTENTIAL LOSS OR ANY COMPONENT THEREOF) BY CLIENT DAMAGES, OR ITS LICENSED USERS; SUCH LOSSES OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE OF THE 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 THE CLIENT FOR THE PLATFORM GIVING RISE TO SUCH CLAIM FOR THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSEDAMAGES ARE FORESEEABLE.

Limitations on Liability. EXCEPT AS SPECIFICALLY SET FORTH TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER AGREES THAT THE ENTIRE LIABILITY OF CITYVIEW AND CUSTOMER’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 SECTION 13AGREEMENT 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 EITHER PARTY CITYVIEW BE LIABLE TO LIABLE, REGARDLESS OF THE OTHER FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING FUNDAMENTAL BREACH OR NEGLIGENCE, FOR ANY INDIRECT, PUNITIVE, CONSEQUENTIAL, INDIRECTINCIDENTAL, SPECIAL, OR PUNITIVE EXEMPLARY DAMAGES ARISING FROM ANY CLAIM OR ACTION BASED ON CONTRACT, TORT OR 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 SNAPPET’S REASONABLE CONTROLWHATSOEVER, INCLUDING WITHOUT LIMITATIONLIMITATION FOR LOST PROFITS, ACTS LOSS OF GODREVENUE, ACTS FAILURE TO REALIZE ANTICIPATED SAVINGS, LOST OR DAMAGED DATA, LOSS OF GOVERNMENTGOODWILL, FLOODBUSINESS OPPORTUNITIES OR REPUTATION, FIREOR ECONOMIC LOSS, EARTHQUAKESARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, 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 EVEN IF IT HAS BEEN ADVISED OF THE PLATFORM (POSSIBILITY OF SUCH POTENTIAL LOSS OR ANY COMPONENT THEREOF) BY CLIENT DAMAGES, OR ITS LICENSED USERS; SUCH LOSSES OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE OF THE 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 THE CLIENT FOR THE PLATFORM GIVING RISE TO SUCH CLAIM FOR THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSEDAMAGES ARE FORESEEABLE.

Limitations on Liability. EXCEPT 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 SPECIFICALLY SET FORTH IN THIS SECTION 13SUCH PROVISION AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED, UNLESS THE PROVISION IN NO EVENT QUESTION PROVIDES THAT THE EXPRESS REMEDIES ARE IN ADDITION TO OTHER REMEDIES THAT MAY BE AVAILABLE. EXCEPT FOR A PARTY’S INDEMNITY OBLIGATION IN RESPECT OF THIRD PARTY CLAIMS OR AS OTHERWISE EXPRESSLY HEREIN PROVIDED, NEITHER PARTY SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INDIRECTINCIDENTAL, SPECIALPUNITIVE, EXEMPLARY OR 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 14, 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 PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, OR PUNITIVE ACTIVE OR PASSIVE. TO THE EXTENT ANY DAMAGES ARISING FROM ANY CLAIM REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR ACTION BASED ON CONTRACTIMPOSSIBLE TO DETERMINE, TORT OR OTHER LEGAL THEORY. SNAPPET SHALL NOT BE LIABLE FOR CLIENT'S INABILITY TO USE OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND 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 SNAPPET’S DAMAGES CALCULATED HEREUNDER CONSTITUTE A 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 APPROXIMATION OF THE PLATFORM (HARM OR ANY COMPONENT THEREOF) BY CLIENT OR ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE OF THE 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 THE CLIENT FOR THE PLATFORM GIVING RISE TO SUCH CLAIM FOR THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSELOSS.

Limitations on Liability. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION 13, IN NO EVENT SHALL EITHER PARTY IF YOU DISCOVER A DEFECT FOR WHICH WE MAY BE LIABLE TO YOU, YOU MUST PROMPTLY NOTIFY US, BUT IN ALL CASES WITHIN 14 DAYS OF DISCOVERY, AND GIVE US A REASONABLE OPPORTUNITY TO RE-INSPECT THE PROPERTY BEFORE YOU REPAIR THE DEFECT. YOUR NOTICE MUST BE IN WRITING, INCLUDE A SIGNED COPY OF THIS AGREEMENT, AND BE MAILED TO: IN THE EVENT OF AN EMERGENCY, NOTIFICATION BY PHONE MAY BE ACCEPTED. YOU SHOULD SHUT OFF THE SYSTEM OR APPLIANCE IN QUESTION TO PREVENT FURTHER DAMAGE. FAILURE TO COMPLY WITH THE ABOVE NOTICE TIMELINES AND/OR REPAIRING THE DEFECT PRIOR TO NOTIFICATION WILL RELEASE BPG AND ITS AGENTS FROM ANY AND ALL OBLIGATIONS OR LIABILITY OF ANY KIND. BPG’S LIABILITY TO YOU FOR CLAIMS ARISING FROM OR RELATED IN ANY WAY TO OUR INSPECTION OR OUR REPORT, INCLUDING, WITHOUT LIMITATION, ERRORS AND OMISSIONS IN THE INSPECTION AND/OR REPORT, WHETHER SOUNDING IN TORT (EVEN IF DUE TO OUR NEGLIGENCE OR OTHER FAULT), CONTRACT OR OTHERWISE, WILL NOT BE MORE THAN THE LESSER OF ACTUAL DAMAGES OR THE INSPECTION FEE. CLIENT WAIVES ANY CLAIM FOR CONSEQUENTIAL, INDIRECTEXEMPLARY, SPECIAL, OR PUNITIVE INCIDENTIAL DAMAGES ARISING FROM ANY CLAIM OR ACTION BASED ON FOR THE LOSS OF THE USE OF THE PROPERTY. YOU MAY NOT FILE A LEGAL ACTION, WHETHER SOUNDING IN TORT (EVEN IF DUE TO OUR NEGLIGENCE OR OTHER FAULT), CONTRACT, TORT ARBITRATION OR OTHER OTHERWISE, AGAINST US OR OUR EMPLOYEES MORE THAN ONE YEAR AFTER THE INSPECTION, EVEN IF YOU DO NOT DISCOVER A DEFECT UNTIL AFTER THAT. THIS TIME LIMIT MAY BE SHORTER THAN THE LAW OTHERWISE PROVIDES. IF YOU ELECT TO PURSUE A 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 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 ACTION AGAINST BPG 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 PLATFORM (OR ANY COMPONENT THEREOF) BY CLIENT OR ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE OF THE PLATFORM BY CLIENT AGENTS IN A MANNER COURT OF LAW AND YOU DO NOT MATERIALLY CONFORMING PREVAIL, CLIENT AGREES TO THE GUIDANCE PROVIDED BY SNAPPET OR PAY HALF of BPG’s LEGAL COSTS, EXPENSES AND FEES IN THE AGREEMENT. SNAPPET’S AGGREGATE LIABILITY TO THE CLIENT UNDER ANY THEORY OR FOR ANY REASON SHALL NOT EXCEED THE FEES PAID BY THE CLIENT FOR THE PLATFORM GIVING RISE TO SUCH CLAIM FOR THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSEDEFENDING SAID CLAIM.

Limitations on Liability. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION 13TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, (A) IN NO EVENT SHALL EITHER PARTY FIDELITY BE LIABLE TO THE OTHER FOR CONSEQUENTIALANY INDIRECT, INDIRECTINCIDENTAL, EXEMPLARY, PUNITIVE, SPECIAL, CONSEQUENTIAL OR PUNITIVE SIMILAR DAMAGES ARISING FROM OUT OF OR RELATED TO THIS AGREEMENT, THE WAN SERVICES (INCLUDING THE WAN FACILITIES), OR THE RECEIPT OR USE THEREOF BY CUSTOMER, INCLUDING ANY CLAIM LOSS OF BUSINESS, PROFITS, OR ACTION BASED ON CONTRACTREVENUE, TORT ANY BUSINESS INTERRUPTION OR DOWNTIME, OR OTHER LEGAL THEORY. SNAPPET COMMERCIAL DAMAGES, AND (B) THE TOTAL CUMULATIVE LIABILITY OF FIDELITY ARISING OUT OF AND RELATED TO THIS AGREEMENT, THE WAN SERVICES (INCLUDING THE WAN FACILITIES), AND THE RECEIPT AND USE THEREOF BY CUSTOMER SHALL NOT BE LIABLE FOR CLIENT'S INABILITY TO USE THE PLATFORM DUE TO (I) SCHEDULED DOWNTIMENOT, 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 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 REGARDLESS OF THE PLATFORM (NUMBER OF INCIDENTS OR CAUSES GIVING RISE TO ANY COMPONENT THEREOF) BY CLIENT OR ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE OF THE 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 SUCH LIABILITY, EXCEED THE FEES PAID BY CUSTOMER TO FIDELITY UNDER THIS AGREEMENT IN THE CLIENT TWELVE (12) MONTHS PRIOR TO THE ACCRUAL OF THE FIRST SUCH CLAIM. THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY REGARDLESS OF THE CAUSE OF ACTION OR BASIS OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, INDEMNITY, OR OTHERWISE), AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; PROVIDED, HOWEVER, AND TO AVOID DOUBT, THE LIMITATIONS SHALL NOT APPLY TO FRAUD COMMITTED BY FIDELITY, OR PERSONAL INJURY OR DEATH DIRECTLY CAUSED BY FIDELITY’S NEGLIGENCE OR MISCONDUCT, WHERE LIABILITY FOR SUCH ACTIONS CANNOT BE LIMITED UNDER APPLICABLE LAW. NO ACTION TO ENFORCE ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT MAY BE BROUGHT BY CUSTOMER MORE THAN ONE (1) YEAR AFTER THE PLATFORM GIVING RISE CLAIM ARISES. THESE LIMITATIONS ON LIABILITY ARE AN ESSENTIAL PART OF THIS AGREEMENT, AND SHALL BE VALID AND BINDING EVEN IF ANY REMEDY IS DEEMED TO SUCH CLAIM FOR THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSEFAIL OF ITS ESSENTIAL PURPOSE.