Common use of Limited Warranty and Liability Clause in Contracts

Limited Warranty and Liability. Licensor warrants that the Maintenance and Support Services will be provided in conformance with the terms of this Agreement. Licensor does not make any other warranties, whether expressed or implied, whether regarding the performance of the Licensed Program or the services provided under this Agreement. Licensee acknowledges and agrees that Licensor has not warranted that the installation or use of the Software protects Licensee from cyber threats such as ransomware, hacking, data theft, data loss or any other perils resulting from the unauthorized acts of any third party or from Licensee’s own agents, consultants, contractors or employees. Licensee further acknowledges and agrees that Licensor has not warranted that will be possible to recover any data or other content that Licensee inputs or generates during the use of the Software in the event any such data or other content is lost or corrupted. LICENSOR SHALL NOT BE LIABLE IN ANY EVENT FOR ANY LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, COST OF COVER OR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THE FURNISHING, PERFORMANCE OR USE OF THE LICENSED PROGRAM OR SERVICES PERFORMED HEREUNDER, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORT CONDUCT, INCLUDING NEGLIGENCE EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUBJECT TO THE FOREGOING AND NOTWITHSTANDING ANYTHING TO THE CONTRARY ELSEWHERE CONTAINED, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF THE LICENSOR IN CONNECTION WITH THIS AGREEMENT EXCEED THE MAINTENANCE AND SUPPORT FEE PAID BY THE LICENSOR IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

Limited Warranty and Liability. Licensor warrants that It is your responsibility to choose, maintain and match the Maintenance hardware and Support Services software components of you system. Thus, IST cannot guarantee uninterrupted service or correction of errors and the programs are licensed on an “AS IS” basis. The media on which the programs are recorded are warranted against defective material or workmanship under normal use as follows: for a period of ninety (90) days after purchase from International Sports Timing. Defective media returned to IST with proof of receipt, and proven to be defective upon inspection shall be replaced without charge. Replacement media will be provided in conformance with warranted for the terms remainder of this Agreementthe original ninety (90) day warranty period of the defective Media. Licensor The limited warranty does not make any other warranties, whether expressed or implied, whether regarding apply if the performance failure of the Licensed Program media resulted from accident, abuse or the services provided under this Agreement. Licensee acknowledges and agrees that Licensor has not warranted that the installation or use misapplication of the Software protects Licensee from cyber threats such as ransomwareprograms. NO IMPLIED WARRANTY AS TO THE QUALITY OR PERFORMANCE OF THE SOFTWARE, hackingINCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, data theftIS GIVEN FOR THE SOFTWARE, data loss or any other perils resulting from the unauthorized acts of any third party or from Licensee’s own agentsAND ALL SUCH WARRANTIES ARE EXPRESSLY DISCLAIMED (EXCEPT FOR IMPLIED WARRANTIES ON THE MEDIA WHICH ARE LIMITED IN DURATION TO THE NINETY (90) DAY PERIOD DESCRIBED ABOVE). NO OTHER WARRANTY OR GUARANTEE GIVEN BY ANY PERSON, consultantsFIRM OR CORPORATION WITH RESPECT TO THE SOFTWARE OR DELIVERY OF THE SOFTWARE SHALL BIND IST OR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, contractors or employeesPRODUCTION OR DELIVERY OF THE SOFTWARE (SOME STATES OR PROVIDENCES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU). Licensee further acknowledges and agrees that Licensor has not warranted that will be possible to recover any data or other content that Licensee inputs or generates during the use of the Software in the event any such data or other content is lost or corrupted. LICENSOR SHALL NOT BE LIABLE IN IST NOR ANY EVENT OTHER PERSON, FIRM OR CORPORATION IS RESPONSIBLE FOR THE LOSS OF REVENUE OR PROFITS, EXPENSE OR INCONVENIENCE, OR FOR ANY LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, COST OF COVER OR ANY INDIRECT, OTHER SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE INCIDENTAL OR CONSEQUENTIAL DAMAGES CAUSED BY THE USE, MISUSE OR INABILITY TO USE THE SOFTWARE, WHETHER ON ACCOUNT OF NEGLIGENCE OR OTHERWISE, OR BY FAILURE TO CONFORM TO ANY KIND IN CONNECTION WITH EXPRESS OR ARISING OUT IMPLIED WARRANTIES OR CONDITIONS (SOME STATES OR PROVINCES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSTIONMAY NOT APPLY TO YOU). THIS LIMITED WARRANTY XXXXX NOT EXTEND TO ANYONE OTHER THAN THE ORIGINAL USER OF THE FURNISHING, PERFORMANCE OR USE OF THE LICENSED PROGRAM OR SERVICES PERFORMED HEREUNDER, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORT CONDUCT, INCLUDING NEGLIGENCE EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGESSOFTWARE. SUBJECT TO THE FOREGOING AND NOTWITHSTANDING ANYTHING TO THE CONTRARY ELSEWHERE CONTAINED, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF THE LICENSOR IN CONNECTION WITH THIS AGREEMENT EXCEED THE MAINTENANCE AND SUPPORT FEE PAID BY THE LICENSOR IN THE SIX (6) MONTHS PRECEDING THE CLAIMThis limited warranty gives you specific legal rights. And you may also have other rights which vary from country to country.

Limited Warranty and Liability. Licensor warrants that the Maintenance Sublicensor agrees, at is option, and Support Services such action will be provided in conformance Customer’s sole remedy with the terms respect thereto, to (a) repair or replace defective Software ; or (b) reperform Support. This limited warranty is void if failure of this Agreement. Licensor does not make any other warrantiesSoftware has resulted from Customer’s negligence, whether expressed or impliedaccident, whether regarding the performance of the Licensed Program or the services provided under this Agreement. Licensee acknowledges and agrees that Licensor has not warranted that the installation or use of the Software protects Licensee from cyber threats such as ransomwareabuse, hackingmisapplication, data theftexternal factors beyond Our control, data loss or any other perils resulting from the unauthorized acts of any third party or from Licensee’s own agents, consultants, contractors or employees. Licensee further acknowledges and agrees that Licensor has not warranted that will be possible to recover any data or other content that Licensee inputs or generates during event within Customer’s control. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, WITH REGARD TO THE SOFTWARE AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT. To the use of extent implied warranties may not be entirely disclaimed but implied warranty limitations are allowed by applicable law, implied warranties on the Software in the event any such data or other content is lost or corruptedSoftware, if any, are limited to ninety (90) days. LICENSOR TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NOT WE BE LIABLE IN ANY EVENT FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, FOR LOSS OF PROFITS, LOSS OF USEDATA, BUSINESS INTERRUPTION, LOSS OF DATAMALPRACTICE LIABILITY, COST OF COVER OR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH OR OTHER PECUNIARY LOSS) ARISING OUT OF THE FURNISHING, PERFORMANCE OR USE OF OR INABILITY TO USETHE SOFTWARE OR THE LICENSED PROGRAM PROVISION OF OR SERVICES PERFORMED HEREUNDERFAILURE TO PROVIDE SUPPORT SERVICES, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORT CONDUCT, INCLUDING NEGLIGENCE EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUBJECT IN ANY CASE, OUR ENTIRE LIABILITY UNDER ANYPROVISION OF THIS EUSLA SHALL BE LIMITED TO THE FOREGOING AMOUNT YOU ACTUALLY PAID BY YOU FOR (I) THE SUBLICENSE OF SOFTWARE OR (ii) SUPPORT THAT DIRECTLY CAUSED THE DAMAGE. YOU REPRESENT THAT YOU ARE A TRAINED SECURITY GOVERNMENT INVESTIGATOR AND NOTWITHSTANDING ANYTHING TO THE CONTRARY ELSEWHERE CONTAINEDTHAT YOU ARE SOLELY RESPONSIBLE FOR YOUR DIAGNOSTIC AND SECURITY OPINION. LIMITED EQUIPMENT WARRANTY AGREEMENT Equipment purchased from Cuattro that meets the requirements for Warranty and Service, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF THE LICENSOR IN CONNECTION WITH and also identified below in Equipment Products Schedule will be covered by this Agreement. All other items are specifically excluded and have no warranty. Warranty includes Software Support. Cuattro warrants Equipment covered by this Agreement during the Warranty Term shall be free from defects in material and workmanship that impair their reasonable performance and that Equipment shall be in substantial compliance with operational features of Cuattro’s published specifications at the time of original sale. Warranty, Service and conditions are subject to conditions and limitations of this Agreement . Warranty is not transferrable without the express written permission of Cuattro, in Cuattro’s sole discretion, provided however that Cuattro shall not unreasonably withhold permission. THIS AGREEMENT EXCEED THE MAINTENANCE DESCRIBES END USER’S EXCLUSIVE REMEDIES AND SUPPORT FEE PAID BY THE LICENSOR IN THE SIX CUATTRO’S SOLE LIABILITY FOR ANY WARRANTY CLAIMS FOR EQUIPMENT AND ANY CLAIMS FOR LIABILITY OR DAMAGES. DETECTORS: NEW CUATTRO "DET" SERIES DIGITAL RADIOGRAPHY DETECTORS ACQUISITION: CUATTRO DR (6TACTICAL) MONTHS PRECEDING THE CLAIM.OPERATOR'S CPU AND TOUCHSCREEN For Software, licensed in conjunction with Equipment purchased by the original purchaser End User, where such Software is covered by this Agreement, Cuattro will provide support as limited by EUSLA, concurrently with Warranty and as limited herein:

Limited Warranty and Liability. Licensor warrants that the Maintenance Sublicensor agrees, at its option, and Support Services such action will be provided in conformance Customer’s sole remedy with the terms respect thereto, to (a) repair or replace defective Software; or (b) reperform Support. This limited warranty is void if failure of this Agreement. Licensor does not make any other warrantiesSoftware has resulted from Customer’s negligence, whether expressed or impliedaccident, whether regarding the performance of the Licensed Program or the services provided under this Agreement. Licensee acknowledges and agrees that Licensor has not warranted that the installation or use of the Software protects Licensee from cyber threats such as ransomwareabuse, hackingmisapplication, data theftexternal factors beyond Our control, data loss or any other perils resulting from the unauthorized acts of any third party or from Licensee’s own agents, consultants, contractors or employees. Licensee further acknowledges and agrees that Licensor has not warranted that will be possible to recover any data or other content that Licensee inputs or generates during event within Customer’s control. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, WITH REGARD TO THE SOFTWARE AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT. To the use of extent implied warranties may not be entirely disclaimed but implied warranty limitations are allowed by applicable law, implied warranties on the Software in the event any such data or other content is lost or corruptedSoftware, if any, are limited to ninety (90) days. LICENSOR TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NOT WE BE LIABLE IN ANY EVENT FOR ANY SPECIAL, INCIDENTAL, INDIRECT, COVER, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, FOR LOSS OF PROFITS, LOSS OF USEDATA, BUSINESS INTERRUPTION, LOSS OF DATAMALPRACTICE LIABILITY, COST OF COVER OR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH OR OTHER PECUNIARY LOSS) ARISING OUT OF THE FURNISHING, PERFORMANCE OR USE OF OR INABILITY TO USE THE LICENSED PROGRAM SOFTWARE OR SERVICES PERFORMED HEREUNDERTHE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORT CONDUCT, INCLUDING NEGLIGENCE EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, OUR ENTIRE LIABILITY UNDER ANY PROVISION OF THIS EUSLA SHALL BE LIMITED TO THE AMOUNT YOU ACTUALLY PAID BY YOU FOR (i) THE SUBLICENSE OF SOFTWARE OR (ii) SUPPORT THAT DIRECTLY CAUSED THE DAMAGE. YOU REPRESENT THAT YOU ARE A LICENSED MEDICAL PRACTITIONER AND THAT YOU ARE SOLELY RESPONSIBLE FOR YOUR DIAGNOSTIC AND MEDICAL OPINION. YOU ACKNOWLEDGE THAT THE SOFTWARE IS AN ADVISORY DEVICE AND IS NOT DESIGNED TO SUBSTITUTE FOR THE PRIMARY DEFENCES AGAINST DEATH OR INJURY DURING SURGICAL, MEDICAL LIFE SUPPORT OR OTHER POTENTIALLY HAZARDOUS APPLICATIONS WHICH SHALL CONTINUE TO BE SOLELY DEPENDANT YOUR SKILL, KNOWLEDGE AND EXPERIENCE. SCHEDULE B. EQUIPMENT WARRANTY AGREEMENT Equipment purchased by Customer, from Cuattro or authorized Distributor of Cuattro, and also identified below in Equipment Products Schedule will be covered by this Equipment Warranty Agreement. Items not both purchased, from Cuattro or authorized Distributor of Cuattro and also listed in the Equipment Products Schedule are specifically excluded and have no warranty. Cuattro warrants Equipment covered by this Equipment Warranty Agreement shall be free from defects in material and workmanship that impair their performance and that Equipment shall be in substantial compliance with operational features of Cuattro’s published specifications at the time of original sale. Warranty Service and conditions are subject to conditions and limitations of this Agreement and any in force Equipment Warranty Agreement, Renewal Warranty Option and Initial Warranty Term. No Warranty Agreement is transferrable, without the express written permission of Cuattro, in Cuattro’s sole discretion, provided however that Cuattro shall not unreasonably withhold permission. EQUIPMENT PRODUCTS SCHEDULE (NEW, NOT USED OR THIRD PARTY) DETECTORS V VARIAN SERIES (NEW) (2520, 4336, 4343, 4030R, 4030E) SERIES DIGITAL RADIOGRAPHY DETECTOR S NEW CUATTRO 1012 / 14x17 / 17x17 SERIES DIGITAL RADIOGRAPHY DETECTOR ACQUISITION CONSOLES SM- SERIES: CLOUD DR (VETERINARY) OPERATOR’S CPU AND TOUCHSCREEN EQ- SERIES: UNOEQ CONSOLE UNO SERIES: UNO2 CONSOLE SLATE SERIES: SLATE CONSOLE PS- ADDITIONAL SAMSUNG DETECTOR POWER SUPPLY AND CABLE PACKAGE X-RAY MECHANICALS AND TABLE (EXCLUDES TUBE AND ELECTRONICS, WHICH ARE 1 YEAR MAX AND NOT EXTENDABLE) -GEN SM SERIES X-RAY MECHANICALS AND TABLES (EXCLUDES TUBE AND GENERTOR ELECTRONICS) PACS AND DICOM HARDWARE MYCLOUD MYCLOUD DICOM SERVER EQUIPMENT ULTRASOUND ESAOTE MYLAB 1 / 5 / 30 / 40 / 50 / CLASS C / ALPHA / TWICE 7 JANUARY 15. SUBJECT TO THE FOREGOING AND NOTWITHSTANDING ANYTHING TO THE CONTRARY ELSEWHERE CONTAINED, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF THE LICENSOR IN CONNECTION WITH THIS AGREEMENT EXCEED THE MAINTENANCE AND SUPPORT FEE PAID BY THE LICENSOR IN THE SIX (6) MONTHS PRECEDING THE CLAIMCHANGE WITHOUT NOTICE.

Limited Warranty and Liability. Licensor a. DrillingInfo represents and warrants that it has the Maintenance and Support Services will be provided right to provide Licensee the information in conformance with the terms of this Agreement. Licensor does not make any other warranties, whether expressed or implied, whether regarding the performance of the Licensed Program or the services provided under this AgreementDI System. Licensee acknowledges and agrees that Licensor has not warranted that the installation information provided through the DI System is compiled from sources which are beyond the control of DrillingInfo. Though such information is recognized by the Parties to be generally reliable, the Parties acknowledge that inaccuracies may occur and DrillingInfo and its licensors do not warrant the accuracy or use suitability of the Software protects Licensee from cyber threats such as ransomwareinformation. FOR THIS REASON, hackingLICENSEE ACKNOWLEDGES THAT THE DI SYSTEM IS PROVIDED TO LICENSEE ON AN "AS IS, data theft, data loss or any other perils resulting from the unauthorized acts of any third party or from Licensee’s own agents, consultants, contractors or employeesWITH ALL FAULTS" BASIS. Licensee further acknowledges and agrees that Licensor has not warranted that will be possible to recover any data or other content that Licensee inputs or generates during the use of the Software in the event any such data or other content is lost or corrupted. LICENSOR SHALL NOT BE LIABLE IN DRILLINGINFO AND ITS LICENSORS EXPRESSLY DISCLAIM ANY EVENT FOR ANY LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, COST OF COVER OR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THE FURNISHING, PERFORMANCE OR USE OF THE LICENSED PROGRAM OR SERVICES PERFORMED HEREUNDERAND ALL WARRANTIES, WHETHER ALLEGED AS A BREACH OF CONTRACT EXPRESS, ORAL, IMPLIED, STATUTORY OR TORT CONDUCTOTHERWISE, INCLUDING NEGLIGENCE EVEN IF ADVISED ANY IMPLIED WARRANTY OF THE POSSIBILITY FITNESS FOR A PARTICULAR PURPOSE, ANY IMPLIED WARRANTY OF SUCH DAMAGES. MERCHANTABILITY, ANY WARRANTY OF NON-INFRINGEMENT, (SUBJECT TO THE FOREGOING INDEMNIFICATION SET FORTH IN SECTION 14d) ANY WARRANTIES ARISING BY VIRTUE OF CUSTOM OF TRADE OR COURSE OF DEALING AND NOTWITHSTANDING ANYTHING TO ANY IMPLIED WARRANTIES OF TITLE OR NON-INFRINGEMENT. FURTHER, DRILLINGINFO AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT THE CONTRARY ELSEWHERE CONTAINED, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF THE LICENSOR IN CONNECTION WITH THIS AGREEMENT EXCEED THE MAINTENANCE AND SUPPORT FEE PAID BY THE LICENSOR IN THE SIX (6) MONTHS PRECEDING THE CLAIMDI SYSTEM WILL MEET LICENSEE’S REQUIREMENTS OR ARE SUITABLE FOR LICENSEE’S NEEDS.

Limited Warranty and Liability. Licensor warrants that the Maintenance and Support The Services will be provided in conformance of Happie include only connecting you with the terms names of this AgreementCandidates who may be interested in hearing more about jobs or opportunities with you. Licensor Happie does not act as an agent for the Candidate or for you and makes no representations about the qualifications or background of a Candidate relating to any job or offer or employment you make any other warranties, whether expressed to a Candidate. Happie does not provide reference checking or implied, whether regarding background check services and Happie does not verify the performance of the Licensed Program or the services provided under this Agreement. Licensee acknowledges and agrees that Licensor has not warranted that the installation or use of the Software protects Licensee from cyber threats such as ransomware, hacking, data theft, data loss or any other perils resulting from the unauthorized acts accuracy of any third party or information provided by the Candidate. Any decision to hire a candidate shall be solely your own and you shall be solely responsible for any issues arising from Licensee’s own agents, consultants, contractors or employees. Licensee further acknowledges and agrees that Licensor has not warranted that will be possible to recover any data or other content that Licensee inputs or generates during the use of the Software in Happie Services, the event any such data offer of employment to a Candidate, or any other content is lost or corruptedengagement of a Candidate. LICENSOR EXCEPT AS SPECIFICALLY SET FORTH IN THIS CONTRACT, HAPPIE MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES PROVIDED HEREUNDER. PROVIDER SPECIFICALLY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR FUNCTION. NEITHER PARTY SHALL NOT BE LIABLE IN ANY EVENT TO THE OTHER PARTY FOR ANY LOSS OF INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL OR PUNITIVE DAMAGES INCLUDING, BUT NOT LIMITED TO, LOST REVENUE, LOST PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF BUSINESS, OR LOSS OF DATA, COST OF COVER OR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THE FURNISHING, PERFORMANCE OR USE OF THE LICENSED PROGRAM OR SERVICES PERFORMED HEREUNDER, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORT CONDUCT, INCLUDING NEGLIGENCE EVEN IF FORESEEABLE AND/OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER ARISING UNDER ANY THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. SUBJECT NEITHER PARTY’S LIABILITY TO THE FOREGOING AND NOTWITHSTANDING ANYTHING OTHER ARISING FROM THIS AGREEMENT SHALL EXCEED THE (A) GREATER OF THE PROVEN DIRECT DAMAGES, OR (B) THE TOTAL AMOUNT OF FEES PAID BY EMPLOYER TO HAPPIE IN THE PRECEDING THREE (3) MONTH PERIOD PRIOR TO THE CONTRARY ELSEWHERE CONTAINED, IN NO EVENT SHALL GIVING RISE TO THE MAXIMUM AGGREGATE LIABILITY CAUSE OF THE LICENSOR IN CONNECTION WITH THIS AGREEMENT EXCEED THE MAINTENANCE AND SUPPORT FEE PAID BY THE LICENSOR IN THE SIX (6) MONTHS PRECEDING THE CLAIMACTION.