Common use of Representations Warranties and Disclaimers Clause in Contracts

Representations Warranties and Disclaimers. 9.1 XENOMICS represents and warrants to ASURAGEN (i) that it has the right to sublicense the Patent Rights in Territory and that XENOMICS has received the appropriate written authorization from the Original Licensors to enter into this Agreement, and (ii) that, subject to the Exclusive License Agreement, it has the right and power to extend the rights and the Sublicense granted herein and to perform its obligations hereunder, and (iii) that this Agreement is a valid and binding agreement, enforceable in accordance with its terms. 9.2 ASURAGEN hereby represents and warrants to XENOMICS that it has the right and power to enter into this Agreement and to perform its obligations, and that this Agreement is a valid and binding agreement, enforceable in accordance with its terms. ASURAGEN agrees that it shall comply and cause its Affiliate(s) to comply with all applicable local laws and regulations in Territory relating to the design, sale, use, delivery in commerce and promotion of the Products and Services. 9.3 EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN SECTION 9, XENOMICS MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY PATENT RIGHT, TRADEMARK, SOFTWARE, NON-PUBLIC OR OTHER INFORMATION, OR TANGIBLE RESEARCH PROPERTY, LICENSED OR OTHERWISE PROVIDED TO SUBLICENSEE HEREUNDER AND HEREBY DISCLAIMS THE SAME. XENOMICS DOES NOT WARRANT THE VALIDITY OF THE PATENT RIGHTS SUBLICENSED HEREUNDER AND MAKES NO REPRESENTATION WHATSOEVER WITH REGARD TO THE SCOPE OF THE SUBLICENSED PATENT RIGHTS OR THAT SUCH PATENT RIGHTS MAY BE EXPLOITED BY SUBLICENSEE OR ITS AFFILIATE(S) WITHOUT INFRINGING ON OTHER PATENTS. 9.4 NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, XENOMICS ADDITIONALLY DISCLAIMS ALL OBLIGATIONS ON THE PART OF XENOMICS FOR DAMAGES, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL AND CONSEQUENTIAL DAMAGES, ATTORNEYS’ AND EXPERTS’ FEES AND EXPENSES, AND COURT COSTS ARISING OUT OF OR IN CONNECTION WITH THE MANUFACTURE, USE, DELIVERY, SALE AND PROVISION OF THE PRODUCTS UNDER THIS AGREEMENT. SUBLICENSEE ASSUMES ALL RESPONSIBILITY AND LIABILITY FOR ANY LOSS OR DAMAGES CAUSED BY THE PRODUCTS MANUFACTURED, USED, DELIVERED, SOLD OR PROVIDED BY SUBLICENSEE AND ITS AFFILIATE(S) THAT ARE SUBJECT TO THIS AGREEMENT UNLESS THE SAME HAS RESULTED FROM ANY MATERIAL BREACH OF AN OBLIGATION, REPRESENTATION, WARRANTY BY XENOMICS UNDER THIS AGREEMENT OR ACTION, INACTIONS, OR MISREPRESENTATIONS ON THE PART OF XENOMICS.

Representations Warranties and Disclaimers. 9.1 XENOMICS represents and warrants to ASURAGEN IPSOGEN (i) that it has the right to sublicense the Patent Rights in Territory and that XENOMICS has received the appropriate written authorization from the Original Licensors to enter into this Agreement, and (ii) that, subject to the Exclusive License Agreement, it has the right and power to extend the rights and the Sublicense granted herein and to perform its obligations hereunder, and (iii) that this Agreement is a valid and binding agreement, enforceable in accordance with its terms. 9.2 ASURAGEN IPSOGEN hereby represents and warrants to XENOMICS that it has the right and power to enter into this Agreement and to perform its obligations, and that this Agreement is a valid and binding agreement, enforceable in accordance with its terms. ASURAGEN IPSOGEN agrees that it shall comply and cause its Affiliate(s) to comply with all applicable local laws and regulations in Territory relating to the design, sale, use, delivery in commerce and promotion of the Products and Services. 9.3 EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN SECTION 9, XENOMICS MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY PATENT RIGHT, TRADEMARK, SOFTWARE, NON-PUBLIC OR OTHER INFORMATION, OR TANGIBLE RESEARCH PROPERTY, LICENSED OR OTHERWISE PROVIDED TO SUBLICENSEE HEREUNDER AND HEREBY DISCLAIMS THE SAME. XENOMICS DOES NOT WARRANT THE VALIDITY OF THE PATENT RIGHTS SUBLICENSED HEREUNDER AND MAKES NO REPRESENTATION WHATSOEVER WITH REGARD TO THE SCOPE OF THE SUBLICENSED PATENT RIGHTS OR THAT SUCH PATENT RIGHTS MAY BE EXPLOITED BY SUBLICENSEE OR ITS AFFILIATE(S) WITHOUT INFRINGING ON OTHER PATENTS. 9.4 NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, XENOMICS ADDITIONALLY DISCLAIMS ALL OBLIGATIONS ON THE PART OF XENOMICS FOR DAMAGES, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL AND CONSEQUENTIAL DAMAGES, ATTORNEYS’ AND EXPERTS’ FEES AND EXPENSES, AND COURT COSTS ARISING OUT OF OR IN CONNECTION WITH THE MANUFACTURE, USE, DELIVERY, SALE AND PROVISION OF THE PRODUCTS UNDER THIS AGREEMENT. SUBLICENSEE ASSUMES ALL RESPONSIBILITY AND LIABILITY FOR ANY LOSS OR DAMAGES CAUSED BY THE PRODUCTS MANUFACTURED, USED, DELIVERED, SOLD OR PROVIDED BY SUBLICENSEE AND ITS AFFILIATE(S) THAT ARE SUBJECT TO THIS AGREEMENT UNLESS THE SAME HAS RESULTED FROM ANY MATERIAL BREACH OF AN OBLIGATION, REPRESENTATION, WARRANTY BY XENOMICS UNDER THIS AGREEMENT OR ACTION, INACTIONS, OR MISREPRESENTATIONS ON THE PART OF XENOMICS.

Representations Warranties and Disclaimers. 9.1 XENOMICS Each Party represents and warrants to ASURAGEN (i) that it has the right to sublicense the Patent Rights in Territory and that XENOMICS has received the appropriate written authorization from the Original Licensors to enter into this Agreement, and (ii) that, subject to the Exclusive License Agreement, it has the right and power to extend the rights and the Sublicense granted herein and to perform its obligations hereunder, and (iii) that this Agreement is a valid and binding agreement, enforceable in accordance with its terms. 9.2 ASURAGEN hereby represents and warrants to XENOMICS that it has the right and power to enter validly entered into this Agreement and has the legal power to perform its obligationsdo so. 9.2 We warrant that during an applicable Subscription Term (a) this Agreement and the Documentation will accurately describe the applicable administrative, physical, and that this Agreement is a valid and binding agreement, enforceable technical (b) the Services will perform materially in accordance with its termsthe applicable Documentation. ASURAGEN agrees that it shall comply and cause its Affiliate(s) to comply with all applicable local laws and regulations For any breach of a warranty above, Your exclusive remedies are those described in Territory relating to the design, sale, use, delivery in commerce and promotion of the Products and ServicesSection 8.5 herein. 9.3 EXCEPT AS OTHERWISE EXPRESSLY SPECIFICALLY SET FORTH IN SECTION 99.2, XENOMICS MAKES NO WARRANTYTHE SITES AND THE SERVICES, INCLUDING ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATIONBUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY PATENT RIGHTPURPOSE, TRADEMARKAND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, NON-PUBLIC AND NO INFORMATION OR OTHER INFORMATIONADVICE OBTAINED BY YOU FROM US OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. 10. LIMITATION OF LIABILITY 10.1 UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR TANGIBLE RESEARCH PROPERTY, LICENSED OR OTHERWISE PROVIDED OTHERWISE) WILL EITHER PARTY TO SUBLICENSEE HEREUNDER AND HEREBY DISCLAIMS THE SAME. XENOMICS DOES NOT WARRANT THE VALIDITY OF THE PATENT RIGHTS SUBLICENSED HEREUNDER AND MAKES NO REPRESENTATION WHATSOEVER WITH REGARD TO THE SCOPE OF THE SUBLICENSED PATENT RIGHTS OR THAT SUCH PATENT RIGHTS MAY BE EXPLOITED BY SUBLICENSEE OR ITS AFFILIATE(S) WITHOUT INFRINGING ON OTHER PATENTS. 9.4 NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, XENOMICS ADDITIONALLY DISCLAIMS ALL OBLIGATIONS ON OR THEIR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUPPLIERS OR LICENSORS BE LIABLE TO THE PART OTHER PARTY OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, BUSINESS INTERRUPTION, LOSS OF XENOMICS GOODWILL, OR FOR ANY TYPE OF INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGES, INCLUDING BUT NOT LIMITED OR ANY OTHER LOSS OR DAMAGES INCURRED BY THE OTHER PARTY OR ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT, THE SERVICES OR CONSULTING SERVICES, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES. 10.2 NOTWITHSTANDING ANYTHING TO DIRECTTHE CONTRARY IN THIS AGREEMENT, INDIRECT, SPECIAL AND CONSEQUENTIAL DAMAGES, ATTORNEYS’ AND EXPERTS’ FEES AND EXPENSES, AND COURT COSTS THE IJJCorp GROUP’S AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT OR OTHERWISE IN CONNECTION WITH THE MANUFACTUREANY SUBSCRIPTION TO, USE, DELIVERY, SALE AND PROVISION OR USE OR EMPLOYMENT OF THE PRODUCTS UNDER SERVICES, SHALL IN NO EVENT EXCEED THE SUBSCRIPTION CHARGES FOR SUCH SERVICES PAID BY YOU DURING THE TWELVE (12) MONTHS PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. YOU ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS AGREEMENT. SUBLICENSEE ASSUMES ALL RESPONSIBILITY AND LIABILITY FOR ANY LOSS OR DAMAGES CAUSED BY SECTION 10.2 IS TO ALLOCATE THE PRODUCTS MANUFACTURED, USED, DELIVERED, SOLD OR PROVIDED BY SUBLICENSEE AND ITS AFFILIATE(S) THAT ARE SUBJECT TO THIS AGREEMENT UNLESS THE SAME HAS RESULTED FROM ANY MATERIAL BREACH OF AN OBLIGATION, REPRESENTATION, WARRANTY BY XENOMICS RISKS UNDER THIS AGREEMENT OR ACTIONBETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE SUBSCRIPTION CHARGES, INACTIONSWHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF WE WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. WE HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE YOU THE RIGHTS TO ACCESS AND USE THE SERVICES PROVIDED FOR IN THIS AGREEMENT. 10.3 Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, OR MISREPRESENTATIONS ON which means that some of the above limitations may not apply to You. IN THESE JURISDICTIONS, THE PART OF XENOMICSIJJCorp GROUP’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. 10.4 Any claims or damages that You may have against IJJCorp shall only be enforceable against IJJCorp and not any other entity or its officers, directors, representatives, or agents.

Representations Warranties and Disclaimers. 9.1 XENOMICS The Practice represents and warrants to ASURAGEN (i) that it the Practice has selected the right to sublicense the Patent Rights in Territory Subleased Space and that XENOMICS has received the appropriate written authorization from the Original Licensors to enter into this AgreementSubleased Equipment, and (ii) that, subject to the Exclusive License Agreement, it has the right acknowledges and power to extend the rights and the Sublicense granted herein and to perform its obligations hereunder, and (iii) that this Agreement is a valid and binding agreement, enforceable in accordance with its terms. 9.2 ASURAGEN hereby represents and warrants to XENOMICS that it has the right and power to enter into this Agreement and to perform its obligations, and that this Agreement is a valid and binding agreement, enforceable in accordance with its terms. ASURAGEN agrees that it shall comply and cause its Affiliate(s) to comply with all applicable local laws and regulations in Territory relating to the designIT IS ACQUIRING THE RIGHT TO USE THE SUBLEASED SPACE AND SUBLEASED EQUIPMENT “AS IS” AND “WHERE IS”, saleWITHOUT WARRANTY OR REPRESENTATION, use, delivery in commerce and promotion of the Products and Services. 9.3 EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN SECTION 9, XENOMICS MAKES NO WARRANTY, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATIONAS IT RELATES TO THE SUBLEASED EQUIPMENT: (i) ITS DESIGN, ANY IMPLIED WARRANTIES OF MERCHANTABILITY PERFORMANCE, SPECIFICATIONS OR OF CONDITION; (ii) ITS MERCHANTABILITY; (iii) ITS FITNESS FOR A ANY PARTICULAR PURPOSE WITH RESPECT TO ANY PATENT RIGHT, TRADEMARK, SOFTWARE, NON-PUBLIC PURPOSE; OR OTHER INFORMATION, (iv) THE QUALITY OF ITS MATERIAL OR TANGIBLE RESEARCH PROPERTY, LICENSED WORKMANSHIP OR OTHERWISE PROVIDED TO SUBLICENSEE HEREUNDER AND HEREBY DISCLAIMS THE SAME. XENOMICS DOES NOT WARRANT THE VALIDITY OF THE PATENT RIGHTS SUBLICENSED HEREUNDER AND MAKES NO REPRESENTATION WHATSOEVER WITH REGARD ITS CONFORMITY TO THE SCOPE OF MANUFACTURER’S SPECIFICATIONS. AS BETWEEN COMPANY AND THE SUBLICENSED PATENT RIGHTS PRACTICE, ALL SUCH RISKS SHALL BE BORNE BY THE PRACTICE. During the Term, the Practice may, at its sole expense, assert for Company’s account Company’s rights under any warranty on the Subleased Equipment, if any, and Company will cooperate with the Practice in doing so if the Practice indemnifies and holds Company harmless from and against all related claims, costs, losses and liabilities. Any warranty payment received, if any, shall be applied to restore the Subleased Equipment to the condition it should have been in when delivered to the Practice, ordinary wear and tear excepted. COMPANY SHALL NOT BE RESPONSIBLE TO THE PRACTICE OR THAT SUCH PATENT RIGHTS MAY BE EXPLOITED BY SUBLICENSEE OR ITS AFFILIATE(S) WITHOUT INFRINGING ON OTHER PATENTS. 9.4 NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENTTHIRD PARTY FOR ANY SPECIAL, XENOMICS ADDITIONALLY DISCLAIMS ALL OBLIGATIONS ON THE PART OF XENOMICS FOR DAMAGES, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL AND INCIDENTAL OR CONSEQUENTIAL DAMAGESDAMAGES OF ANY SORT (INCLUDING DAMAGES FOR PERSONAL INJURY, ATTORNEYS’ AND EXPERTS’ FEES AND EXPENSES, AND COURT COSTS ARISING OUT LOSS OF PROFITS OR IN CONNECTION WITH LOSS OF USE) RELATING TO THE MANUFACTURE, USE, DELIVERY, SALE AND PROVISION OF SUBLEASED EQUIPMENT OR ITS USE OR THE PRODUCTS PRACTICE’S OBLIGATIONS OR PERFORMANCE UNDER THIS AGREEMENT. SUBLICENSEE ASSUMES ALL RESPONSIBILITY AND LIABILITY FOR ANY LOSS OR DAMAGES CAUSED BY THE PRODUCTS MANUFACTUREDxxx.XXXxxxxxx.xxx Three Xxxxxxxx Landing, USEDXxxxx 000, DELIVEREDXxxxxx, SOLD OR PROVIDED BY SUBLICENSEE AND ITS AFFILIATE(S) THAT ARE SUBJECT TO THIS AGREEMENT UNLESS THE SAME HAS RESULTED FROM ANY MATERIAL BREACH OF AN OBLIGATION, REPRESENTATION, WARRANTY BY XENOMICS UNDER THIS AGREEMENT OR ACTION, INACTIONS, OR MISREPRESENTATIONS ON THE PART OF XENOMICS.XX 00000 2

Representations Warranties and Disclaimers. 9.1 XENOMICS Each Party represents and warrants to ASURAGEN (i) that it has the right to sublicense the Patent Rights in Territory and that XENOMICS has received the appropriate written authorization from the Original Licensors to enter into this Agreement, and (ii) that, subject to the Exclusive License Agreement, it has the right and power to extend the rights and the Sublicense granted herein and to perform its obligations hereunder, and (iii) that this Agreement is a valid and binding agreement, enforceable in accordance with its terms. 9.2 ASURAGEN hereby represents and warrants to XENOMICS that it has the right and power to enter validly entered into this Agreement and has the legal power to perform its obligationsdo so. 9.2 We warrant that during an applicable Subscription Term: (a) this Agreement and the Documentation will accurately describe the applicable administrative, physical, and that this Agreement is a valid technical safeguards for protection of the security, confidentiality and binding agreement, enforceable integrity of Service Data; and (b) the Services will perform materially in accordance with its termsthe applicable Documentation. ASURAGEN agrees that it shall comply and cause its Affiliate(s) to comply with all applicable local laws and regulations For any breach of a warranty above, Your exclusive remedies are those described in Territory relating to the design, sale, use, delivery in commerce and promotion of the Products and ServicesSection 8.5 herein. 9.3 We and our affiliates, officers, directors, employees, agents, service providers, suppliers and licensors disclaim any liability to You, Agent, End-User or any third party for any configurations or customizations made to a Service by or for You (unless made by us) or any Service Data you enter into a Service. 9.4 EXCEPT AS OTHERWISE EXPRESSLY SPECIFICALLY SET FORTH IN SECTION 99.2, XENOMICS MAKES NO WARRANTYTHE SITES AND THE SERVICES, INCLUDING ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATIONBUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY PATENT RIGHTPURPOSE, TRADEMARKAND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, NON-PUBLIC AND NO INFORMATION OR OTHER INFORMATIONADVICE OBTAINED BY YOU FROM US OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. 10. LIMITATION OF LIABILITY 10.1 UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL EITHER PARTY TO THIS AGREEMENT, OR TANGIBLE RESEARCH PROPERTYTHEIR AFFILIATES, LICENSED OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUPPLIERS OR OTHERWISE PROVIDED LICENSORS BE LIABLE TO SUBLICENSEE HEREUNDER AND HEREBY DISCLAIMS THE SAME. XENOMICS DOES NOT WARRANT OTHER PARTY OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, (BEING DATA LOST IN THE VALIDITY COURSE OF TRANSMISSION VIA YOUR SYSTEMS OR OVER THE INTERNET THROUGH NO FAULT OF LIFE FITNESS), BUSINESS INTERRUPTION, LOSS OF GOODWILL, OR FOR ANY TYPE OF INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGES, OR ANY OTHER LOSS OR DAMAGES INCURRED BY THE OTHER PARTY OR ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT, THE SERVICES OR CONSULTING SERVICES, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE PATENT RIGHTS SUBLICENSED HEREUNDER AND MAKES NO REPRESENTATION WHATSOEVER WITH REGARD POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES. 10.2 NOTWITHSTANDING ANYTHING TO THE SCOPE OF THE SUBLICENSED PATENT RIGHTS CONTRARY IN THIS AGREEMENT, LIFE FITNESS’S AGGREGATE LIABILITY TO YOU OR THAT SUCH PATENT RIGHTS MAY BE EXPLOITED BY SUBLICENSEE OR ITS AFFILIATE(S) WITHOUT INFRINGING ON OTHER PATENTS. 9.4 NOTWITHSTANDING ANY OTHER PROVISION THIRD PARTY ARISING OUT OF THIS AGREEMENT, XENOMICS ADDITIONALLY DISCLAIMS ALL OBLIGATIONS ON THE PART SERVICES OR CONSULTING SERVICES, SHALL IN NO EVENT EXCEED THE SUBSCRIPTION CHARGES AND/OR CONSULTING FEES PAID BY YOU DURING THE TWELVE (12) MONTHS PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. YOU ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF XENOMICS FOR DAMAGES, INCLUDING BUT NOT LIMITED THIS SECTION 10.2 IS TO DIRECT, INDIRECT, SPECIAL AND CONSEQUENTIAL DAMAGES, ATTORNEYS’ AND EXPERTS’ FEES AND EXPENSES, AND COURT COSTS ARISING OUT OF OR IN CONNECTION WITH ALLOCATE THE MANUFACTURE, USE, DELIVERY, SALE AND PROVISION OF THE PRODUCTS UNDER THIS AGREEMENT. SUBLICENSEE ASSUMES ALL RESPONSIBILITY AND LIABILITY FOR ANY LOSS OR DAMAGES CAUSED BY THE PRODUCTS MANUFACTURED, USED, DELIVERED, SOLD OR PROVIDED BY SUBLICENSEE AND ITS AFFILIATE(S) THAT ARE SUBJECT TO THIS AGREEMENT UNLESS THE SAME HAS RESULTED FROM ANY MATERIAL BREACH OF AN OBLIGATION, REPRESENTATION, WARRANTY BY XENOMICS RISKS UNDER THIS AGREEMENT OR ACTIONBETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE SUBSCRIPTION CHARGES, INACTIONSWHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF WE WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. WE HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE YOU WITH THE RIGHTS TO ACCESS AND USE THE SERVICES PROVIDED FOR IN THIS AGREEMENT. 10.3 Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, OR MISREPRESENTATIONS ON which means that some of the above limitations may not apply to You. IN THESE JURISDICTIONS, LIFE FITNESS’S LIABILITY WILL BE LIMITED TO THE PART OF XENOMICSGREATEST EXTENT PERMITTED BY LAW. 10.4 Any claims or damages that You may have against Life Fitness shall only be enforceable against Life Fitness and not any other entity or its officers, directors, representatives or agents.

Representations Warranties and Disclaimers. 9.1 XENOMICS Each Party represents and warrants to ASURAGEN (i) that it has the right to sublicense the Patent Rights in Territory and that XENOMICS has received the appropriate written authorization from the Original Licensors to enter into this Agreement, and (ii) that, subject to the Exclusive License Agreement, it has the right and power to extend the rights and the Sublicense granted herein and to perform its obligations hereunder, and (iii) that this Agreement is a valid and binding agreement, enforceable in accordance with its terms. 9.2 ASURAGEN hereby represents and warrants to XENOMICS that it has the right and power to enter validly entered into this Agreement and has the legal power to perform its obligationsdo so. 9.2 We warrant that during an applicable Subscription Term (a) this Agreement and the Documentation will accurately describe the applicable administrative, physical, and that this Agreement is a valid technical safeguards for protection of the security, confidentiality and binding agreement, enforceable integrity of Service Data; and (b) the Services will perform materially in accordance with its termsthe applicable Documentation. ASURAGEN agrees that it shall comply and cause its Affiliate(s) to comply with all applicable local laws and regulations For any breach of a warranty above, Your exclusive remedies are those described in Territory relating to the design, sale, use, delivery in commerce and promotion of the Products and ServicesSection 8.5 herein. 9.3 EXCEPT AS OTHERWISE EXPRESSLY SPECIFICALLY SET FORTH IN SECTION 99.2, XENOMICS MAKES NO WARRANTYTHE SITES AND THE SERVICES, INCLUDING ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATIONBUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY PATENT RIGHTPURPOSE, TRADEMARKAND NON- INFRINGEMENT. YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, NON-PUBLIC AND NO INFORMATION OR OTHER INFORMATION, ADVICE OBTAINED BY YOU FROM US OR TANGIBLE RESEARCH PROPERTY, LICENSED OR OTHERWISE PROVIDED TO SUBLICENSEE HEREUNDER AND HEREBY DISCLAIMS THROUGH THE SAME. XENOMICS DOES SERVICES SHALL CREATE ANY WARRANTY NOT WARRANT THE VALIDITY OF THE PATENT RIGHTS SUBLICENSED HEREUNDER AND MAKES NO REPRESENTATION WHATSOEVER WITH REGARD TO THE SCOPE OF THE SUBLICENSED PATENT RIGHTS OR THAT SUCH PATENT RIGHTS MAY BE EXPLOITED BY SUBLICENSEE OR ITS AFFILIATE(S) WITHOUT INFRINGING ON OTHER PATENTS. 9.4 NOTWITHSTANDING ANY OTHER PROVISION OF EXPRESSLY STATED IN THIS AGREEMENT, XENOMICS ADDITIONALLY DISCLAIMS ALL OBLIGATIONS ON THE PART OF XENOMICS FOR DAMAGES, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL AND CONSEQUENTIAL DAMAGES, ATTORNEYS’ AND EXPERTS’ FEES AND EXPENSES, AND COURT COSTS ARISING OUT OF OR IN CONNECTION WITH THE MANUFACTURE, USE, DELIVERY, SALE AND PROVISION OF THE PRODUCTS UNDER THIS AGREEMENT. SUBLICENSEE ASSUMES ALL RESPONSIBILITY AND LIABILITY FOR ANY LOSS OR DAMAGES CAUSED BY THE PRODUCTS MANUFACTURED, USED, DELIVERED, SOLD OR PROVIDED BY SUBLICENSEE AND ITS AFFILIATE(S) THAT ARE SUBJECT TO THIS AGREEMENT UNLESS THE SAME HAS RESULTED FROM ANY MATERIAL BREACH OF AN OBLIGATION, REPRESENTATION, WARRANTY BY XENOMICS UNDER THIS AGREEMENT OR ACTION, INACTIONS, OR MISREPRESENTATIONS ON THE PART OF XENOMICS.

Representations Warranties and Disclaimers. 9.1 XENOMICS Each Party represents and warrants to ASURAGEN (i) that it has the right to sublicense the Patent Rights in Territory and that XENOMICS has received the appropriate written authorization from the Original Licensors to enter into this Agreement, and (ii) that, subject to the Exclusive License Agreement, it has the right and power to extend the rights and the Sublicense granted herein and to perform its obligations hereunder, and (iii) that this Agreement is a valid and binding agreement, enforceable in accordance with its terms. 9.2 ASURAGEN hereby represents and warrants to XENOMICS that it has the right and power to enter validly entered into this Agreement and has the legal power to perform its obligationsdo so. 9.2 We warrant that during the applicable Term (a) this Agreement and the Documentation will accurately describe the applicable administrative, physical, and that this Agreement is a valid technical safeguards for protection of the security, confidentiality and binding agreement, enforceable integrity of Service Data; and (b) the Services will perform materially in accordance with its termsthe applicable Documentation. ASURAGEN agrees that it shall comply and cause its Affiliate(s) to comply with all applicable local laws and regulations For any breach of a warranty above, Your exclusive remedies are those described in Territory relating to the design, sale, use, delivery in commerce and promotion of the Products and ServicesSection 8.5 herein. 9.3 EXCEPT AS OTHERWISE EXPRESSLY SPECIFICALLY SET FORTH IN SECTION 99.2, XENOMICS MAKES NO WARRANTYTHE SITES AND THE SERVICES, INCLUDING ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATIONBUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY PATENT RIGHTPURPOSE, TRADEMARKAND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, NON-PUBLIC AND NO INFORMATION OR OTHER INFORMATIONADVICE OBTAINED BY YOU FROM US OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. 10. LIMITATION OF LIABILITY 10.1 UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR TANGIBLE RESEARCH PROPERTY, LICENSED OR OTHERWISE PROVIDED OTHERWISE) WILL EITHER PARTY TO SUBLICENSEE HEREUNDER AND HEREBY DISCLAIMS THE SAME. XENOMICS DOES NOT WARRANT THE VALIDITY OF THE PATENT RIGHTS SUBLICENSED HEREUNDER AND MAKES NO REPRESENTATION WHATSOEVER WITH REGARD TO THE SCOPE OF THE SUBLICENSED PATENT RIGHTS OR THAT SUCH PATENT RIGHTS MAY BE EXPLOITED BY SUBLICENSEE OR ITS AFFILIATE(S) WITHOUT INFRINGING ON OTHER PATENTS. 9.4 NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, XENOMICS ADDITIONALLY DISCLAIMS ALL OBLIGATIONS ON OR THEIR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUPPLIERS OR LICENSORS BE LIABLE TO THE PART OTHER PARTY OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, BUSINESS INTERRUPTION, LOSS OF XENOMICS GOODWILL, OR FOR ANY TYPE OF INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGES, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL AND CONSEQUENTIAL DAMAGES, ATTORNEYS’ AND EXPERTS’ FEES AND EXPENSES, AND COURT COSTS ARISING OUT OF OR ANY OTHER LOSS OR DAMAGES INCURRED BY THE OTHER PARTY OR ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT, THE MANUFACTURESERVICES OR CONSULTING SERVICES, USE, DELIVERY, SALE AND PROVISION REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE PRODUCTS UNDER THIS AGREEMENTPOSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES. 10.2 Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to You. SUBLICENSEE ASSUMES ALL RESPONSIBILITY AND IN THESE JURISDICTIONS, THE IVCARDO GROUP’S LIABILITY FOR ANY LOSS OR DAMAGES CAUSED WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY THE PRODUCTS MANUFACTUREDLAW. 10.3 Any claims or damages that You may have against iVcardo shall only be enforceable against iVcardo and not any other entity or its officers, USEDdirectors, DELIVERED, SOLD OR PROVIDED BY SUBLICENSEE AND ITS AFFILIATE(S) THAT ARE SUBJECT TO THIS AGREEMENT UNLESS THE SAME HAS RESULTED FROM ANY MATERIAL BREACH OF AN OBLIGATION, REPRESENTATION, WARRANTY BY XENOMICS UNDER THIS AGREEMENT OR ACTION, INACTIONS, OR MISREPRESENTATIONS ON THE PART OF XENOMICSrepresentatives or agents.

Representations Warranties and Disclaimers. 9.1 XENOMICS Each Party represents and warrants to ASURAGEN (i) that it has the right to sublicense the Patent Rights in Territory and that XENOMICS has received the appropriate written authorization from the Original Licensors to enter into this Agreement, and (ii) that, subject to the Exclusive License Agreement, it has the right and power to extend the rights and the Sublicense granted herein and to perform its obligations hereunder, and (iii) that this Agreement is a valid and binding agreement, enforceable in accordance with its terms. 9.2 ASURAGEN hereby represents and warrants to XENOMICS that it has the right and power to enter validly entered into this Agreement and has the legal power to perform its obligationsdo so. 9.2 We warrant that during an applicable Subscription Term (a) this Agreement and the Documentation will accurately describe the applicable administrative, physical, and that this Agreement is a valid technical safeguards for protection of the security, confidentiality and binding agreement, enforceable integrity of Service Data; and (b) the Services will perform materially in accordance with its termsthe applicable Documentation. ASURAGEN agrees that it shall comply and cause its Affiliate(s) to comply with all applicable local laws and regulations For any breach of a warranty above, Your exclusive remedies are those described in Territory relating to the design, sale, use, delivery in commerce and promotion of the Products and ServicesSection 8.5 herein. 9.3 EXCEPT AS OTHERWISE EXPRESSLY SPECIFICALLY SET FORTH IN SECTION 99.2, XENOMICS MAKES NO WARRANTYTHE SITES AND THE SERVICES, INCLUDING ALL SERVER AND NETWORK COMPONENTS, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATIONBUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY PATENT RIGHTPURPOSE, TRADEMARKAND NON- INFRINGEMENT. YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, NON-PUBLIC AND NO INFORMATION OR OTHER INFORMATION, ADVICE OBTAINED BY YOU FROM US OR TANGIBLE RESEARCH PROPERTY, LICENSED OR OTHERWISE PROVIDED TO SUBLICENSEE HEREUNDER AND HEREBY DISCLAIMS THROUGH THE SAME. XENOMICS DOES SERVICES SHALL CREATE ANY WARRANTY NOT WARRANT THE VALIDITY OF THE PATENT RIGHTS SUBLICENSED HEREUNDER AND MAKES NO REPRESENTATION WHATSOEVER WITH REGARD TO THE SCOPE OF THE SUBLICENSED PATENT RIGHTS OR THAT SUCH PATENT RIGHTS MAY BE EXPLOITED BY SUBLICENSEE OR ITS AFFILIATE(S) WITHOUT INFRINGING ON OTHER PATENTS. 9.4 NOTWITHSTANDING ANY OTHER PROVISION OF EXPRESSLY STATED IN THIS AGREEMENT, XENOMICS ADDITIONALLY DISCLAIMS ALL OBLIGATIONS ON THE PART OF XENOMICS FOR DAMAGES, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL AND CONSEQUENTIAL DAMAGES, ATTORNEYS’ AND EXPERTS’ FEES AND EXPENSES, AND COURT COSTS ARISING OUT OF OR IN CONNECTION WITH THE MANUFACTURE, USE, DELIVERY, SALE AND PROVISION OF THE PRODUCTS UNDER THIS AGREEMENT. SUBLICENSEE ASSUMES ALL RESPONSIBILITY AND LIABILITY FOR ANY LOSS OR DAMAGES CAUSED BY THE PRODUCTS MANUFACTURED, USED, DELIVERED, SOLD OR PROVIDED BY SUBLICENSEE AND ITS AFFILIATE(S) THAT ARE SUBJECT TO THIS AGREEMENT UNLESS THE SAME HAS RESULTED FROM ANY MATERIAL BREACH OF AN OBLIGATION, REPRESENTATION, WARRANTY BY XENOMICS UNDER THIS AGREEMENT OR ACTION, INACTIONS, OR MISREPRESENTATIONS ON THE PART OF XENOMICS.

Representations Warranties and Disclaimers. 9.1 XENOMICS 8.1 Each Party represents and warrants to ASURAGEN (i) that it has the right to sublicense the Patent Rights in Territory and that XENOMICS has received the appropriate written authorization from the Original Licensors to enter into this Agreement, and (ii) that, subject to the Exclusive License Agreement, it has the right and power to extend the rights and the Sublicense granted herein and to perform its obligations hereunder, and (iii) that this Agreement is a valid and binding agreement, enforceable in accordance with its terms. 9.2 ASURAGEN hereby represents and warrants to XENOMICS that it has the right and power to enter validly entered into this Agreement and has the legal power to perform its obligationsdo so. 8.2 ANCILE warrants that during an applicable Subscription Term (a) this Agreement and the Documentation will accurately describe the applicable administrative, physical, and that this Agreement is a valid technical safeguards for protection of the security, confidentiality and binding agreement, enforceable integrity of Service Data; and (b) the Services will perform materially in accordance with its termsthe applicable Documentation. ASURAGEN agrees that it shall comply and cause its Affiliate(s) to comply with all applicable local laws and regulations For any breach of a warranty above, Customer’s exclusive remedies are those described in Territory relating to the design, sale, use, delivery in commerce and promotion of the Products and ServicesSection 7.5 herein. 9.3 8.3 EXCEPT AS OTHERWISE EXPRESSLY SPECIFICALLY SET FORTH IN SECTION 98.2, XENOMICS MAKES NO WARRANTYTHE SITES AND THE SERVICES, INCLUDING ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND ANCILE EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATIONBUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY PATENT RIGHTPURPOSE, TRADEMARK, SOFTWARE, AND NON-PUBLIC OR OTHER INFORMATION, OR TANGIBLE RESEARCH PROPERTY, LICENSED OR OTHERWISE PROVIDED TO SUBLICENSEE HEREUNDER AND HEREBY DISCLAIMS THE SAMEINFRINGEMENT. XENOMICS CUSTOMER ACKNOWLEDGES THAT ANCIEL DOES NOT WARRANT THAT THE VALIDITY OF SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, AND NO INFORMATION OR ADVICE OBTAINED BY CUSTOMER FROM ANCILE OR THROUGH THE PATENT RIGHTS SUBLICENSED HEREUNDER AND MAKES NO REPRESENTATION WHATSOEVER WITH REGARD TO THE SCOPE OF THE SUBLICENSED PATENT RIGHTS OR THAT SUCH PATENT RIGHTS MAY BE EXPLOITED BY SUBLICENSEE OR ITS AFFILIATE(S) WITHOUT INFRINGING ON OTHER PATENTS. 9.4 NOTWITHSTANDING SERVICES SHALL CREATE ANY OTHER PROVISION OF WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT, XENOMICS ADDITIONALLY DISCLAIMS ALL OBLIGATIONS ON THE PART OF XENOMICS FOR DAMAGES, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL AND CONSEQUENTIAL DAMAGES, ATTORNEYS’ AND EXPERTS’ FEES AND EXPENSES, AND COURT COSTS ARISING OUT OF OR IN CONNECTION WITH THE MANUFACTURE, USE, DELIVERY, SALE AND PROVISION OF THE PRODUCTS UNDER THIS AGREEMENT. SUBLICENSEE ASSUMES ALL RESPONSIBILITY AND LIABILITY FOR ANY LOSS OR DAMAGES CAUSED BY THE PRODUCTS MANUFACTURED, USED, DELIVERED, SOLD OR PROVIDED BY SUBLICENSEE AND ITS AFFILIATE(S) THAT ARE SUBJECT TO THIS AGREEMENT UNLESS THE SAME HAS RESULTED FROM ANY MATERIAL BREACH OF AN OBLIGATION, REPRESENTATION, WARRANTY BY XENOMICS UNDER THIS AGREEMENT OR ACTION, INACTIONS, OR MISREPRESENTATIONS ON THE PART OF XENOMICS.

Representations Warranties and Disclaimers. 9.1 XENOMICS Each Party represents and warrants to ASURAGEN (i) that it has the right to sublicense the Patent Rights in Territory and that XENOMICS has received the appropriate written authorization from the Original Licensors to enter into this Agreement, and (ii) that, subject to the Exclusive License Agreement, it has the right and power to extend the rights and the Sublicense granted herein and to perform its obligations hereunder, and (iii) that this Agreement is a valid and binding agreement, enforceable in accordance with its terms. 9.2 ASURAGEN hereby represents and warrants to XENOMICS that it has the right and power to enter validly entered into this Agreement and has the legal power to perform its obligationsdo so. 9.2 We warrant that during an applicable Subscription Term: (a) this Agreement and the Documentation will accurately describe the applicable administrative, physical, and that this Agreement is a valid technical safeguards for protection of the security, confidentiality and binding agreement, enforceable integrity of Service Data; and (b) the Services will perform materially in accordance with its termsthe applicable Documentation. ASURAGEN agrees that it shall comply and cause its Affiliate(s) to comply with all applicable local laws and regulations For any breach of a warranty above, Your exclusive remedies are those described in Territory relating to the design, sale, use, delivery in commerce and promotion of the Products and ServicesSection 8.5 herein. 9.3 We and our affiliates, officers, directors, employees, agents, service providers, suppliers and licensors disclaim any liability to You, Agent, End-User or any third party for any configurations or customizations made to a Service by or for You (unless made by us) or any Service Data you enter into a Service. 9.4 EXCEPT AS OTHERWISE EXPRESSLY SPECIFICALLY SET FORTH IN SECTION 99.2, XENOMICS MAKES NO WARRANTYTHE SITES AND THE SERVICES, INCLUDING ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATIONBUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY PATENT RIGHTPURPOSE, TRADEMARKAND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, NON-PUBLIC AND NO INFORMATION OR OTHER INFORMATION, ADVICE OBTAINED BY YOU FROM US OR TANGIBLE RESEARCH PROPERTY, LICENSED OR OTHERWISE PROVIDED TO SUBLICENSEE HEREUNDER AND HEREBY DISCLAIMS THROUGH THE SAME. XENOMICS DOES SERVICES SHALL CREATE ANY WARRANTY NOT WARRANT THE VALIDITY EXPRESSLY STATED IN THIS AGREEMENT. 9.5 FOR LIFE FITNESS ACADEMY WORKOUT OF THE PATENT RIGHTS SUBLICENSED HEREUNDER DAY, YOU, AGENT AND MAKES NO REPRESENTATION WHATSOEVER WITH REGARD TO THE SCOPE OF THE SUBLICENSED PATENT RIGHTS OR THAT SUCH PATENT RIGHTS MAY BE EXPLOITED BY SUBLICENSEE OR ITS AFFILIATE(S) WITHOUT INFRINGING ON OTHER PATENTS. 9.4 NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, XENOMICS ADDITIONALLY DISCLAIMS END-USER ASSUME ALL OBLIGATIONS ON THE PART OF XENOMICS FOR DAMAGES, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL AND CONSEQUENTIAL DAMAGES, ATTORNEYS’ AND EXPERTS’ FEES AND EXPENSES, AND COURT COSTS ARISING OUT OF OR IN CONNECTION WITH THE MANUFACTURE, USE, DELIVERY, SALE AND PROVISION OF THE PRODUCTS UNDER THIS AGREEMENT. SUBLICENSEE ASSUMES ALL RESPONSIBILITY RISK AND LIABILITY FOR ANY LOSS OR DAMAGES CAUSED THE RESULTS OBTAINED BY THE PRODUCTS MANUFACTUREDUSE OF THE SERVICES, USEDWHETHER IN TERMS OF GENERAL EFFECTIVENESS, DELIVEREDSUCCESS OR FAILURE, SOLD AND REGARDLESS OF ANY ORAL OR PROVIDED WRITTEN STATEMENTS MADE BY SUBLICENSEE AND ITS AFFILIATE(S) THAT ARE SUBJECT US, BY WAY OF ADVICE OR OTHERWISE, RELATED TO THIS AGREEMENT UNLESS THE SAME HAS RESULTED FROM ANY MATERIAL BREACH USE OF AN OBLIGATION, REPRESENTATION, WARRANTY BY XENOMICS UNDER THIS AGREEMENT OR ACTION, INACTIONS, OR MISREPRESENTATIONS ON THE PART OF XENOMICSSERVICES.