Common use of Warranties Limitation of Liability Clause in Contracts

Warranties Limitation of Liability. THE COMPANY WARRANTS THAT AT THE TIME OF DELIVERY (I) PRODUCT IS FREE AND CLEAR OF ALL LIENS, ENCUMBERANCES AND SECURITY INTERESTS; AND (II) PRODUCT COMPLIES WITH THE COMPANY’S PUBLISHED SPECIFICATIONS (OR AS OTHERWISE REFERENCED IN THE CONTRACT). THE COMPANY MAKES NO OTHER WARRANTY OR GUARANTEE OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY. THE COMPANY’S TOTAL LIABILITY AND BUYER’S EXCLUSIVE REMEDY FOR ANY CLAIM OR LIABILITY ASSOCIATED WITH THE CONTRACT OR ANY PRODUCT, WHETHER BASED IN TORT, CONTRACT, STRICT LIABILITY OR ANY OTHER LEGAL THEORY IS EXPRESSLY LIMITED TO, AT THE COMPANY’S OPTION, REPLACEMENT, REPAIR OR REWORK, AS APPLICABLE, OF NONCONFORMING PRODUCT OR PAYMENT IN AN AMOUNT NOT TO EXCEED, IN THE AGGREGATE, THE PURCHASE PRICE OF THE SPECIFIC PRODUCT FOR WHICH DAMAGES ARE CLAIMED. IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY OTHER DAMAGES, LOSSES OR EXPENSES, INCLUDING, WITHOUT LIMITATION, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, AGGRAVATED, EXEMPLARY OR SPECIAL DAMAGES OR DAMAGES, LOSSES OR EXPENSES ASSOCIATED WITH LOSS OF PROFITS, BUSINESS, CONTRACTS OR SAVINGS, LOSS OF GOODWILL, LOSS OF PRODUCTION, LOSS OF USE, BUSINESS INTERRUPTION AND ANY OTHER DAMAGES, LOSSES OR EXPENSES OF ANY KIND OR CHARACTER TO BUYER, ITS CUSTOMERS, OR OTHER PERSONS OR ENTITIES.

Warranties Limitation of Liability. YOU EXPRESSLY ACKNOWLEDGE THAT THE PORTAL ALLOWS YOU TO REMIT PAYMENTS TO THIRD PARTIES AND THAT THE SERVICES WE PROVIDE REQUIRES THAT WE PROVIDE THE INFORMATION YOU SUBMIT TO US VIA THE PORTAL TO CREDIT CARD COMPANIES AND OTHER THIRD PARTIES. THOSE THIRD PARTIES ARE REPONSIBLE FOR THE COLLECTION AND PROTECTION OF YOUR PERSONAL DATA, NOT US. YOU SHOULD REFER TO YOUR HEALTH CARE PROVIDER'S AND CREDIT CARD COMPANY WARRANTS AND/OR FINANCIAL INSTITUTION’S PRIVACY NOTICES IF YOU HAVE QUESTIONS ABOUT HOW YOUR DATA IS HANDLED. YOU EXPRESSLY ACKNOWLEDGE THAT USE OF THE PATIENT PORTAL IS AT YOUR SOLE RISK AND THAT THE TIME OF DELIVERY ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PATIENT PORTAL AND ANY SERVICES PERFORMED OR PROVIDED BY THE PORTAL (I"SERVICES") PRODUCT IS FREE ARE PROVIDED "AS IS" AND CLEAR OF “AS AVAILABLE”, WITH ALL LIENS, ENCUMBERANCES FAULTS AND SECURITY INTERESTS; AND (II) PRODUCT COMPLIES WITH THE COMPANY’S PUBLISHED SPECIFICATIONS (OR AS OTHERWISE REFERENCED IN THE CONTRACT). THE COMPANY MAKES NO OTHER WITHOUT WARRANTY OR GUARANTEE OF ANY KIND, EXPRESS AND WE HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE PORTAL AND ANY SERVICES, EITHER EXPRESS, IMPLIED OR IMPLIEDSTATUTORY, INCLUDING WITHOUT LIMITATION INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY. THE COMPANY’S TOTAL LIABILITY AND BUYER’S EXCLUSIVE REMEDY FOR ANY CLAIM OR LIABILITY ASSOCIATED WITH THE CONTRACT OR ANY PRODUCT, WHETHER BASED IN TORT, CONTRACT, STRICT LIABILITY OR ANY OTHER LEGAL THEORY IS EXPRESSLY LIMITED TO, AT THE COMPANY’S OPTION, REPLACEMENT, REPAIR OR REWORK, AS APPLICABLEPURPOSE, OF NONCONFORMING PRODUCT ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. WE DO NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE PATIENT PORTAL THAT THE FUNCTIONS CONTAINED IN, OR PAYMENT IN AN AMOUNT NOT TO EXCEEDSERVICES WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE PATIENT PORTAL OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE AGGREGATEPORTAL OR SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY US OR OUR AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE PURCHASE PRICE OF ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU. TO THE SPECIFIC PRODUCT FOR WHICH DAMAGES ARE CLAIMED. EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL THE COMPANY WE BE LIABLE FOR PERSONAL INJURY, OR ANY OTHER DAMAGESINCIDENTAL, LOSSES SPECIAL, INDIRECT OR EXPENSESCONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, AGGRAVATED, EXEMPLARY OR SPECIAL DAMAGES OR DAMAGES, LOSSES OR EXPENSES ASSOCIATED WITH FOR LOSS OF PROFITS, BUSINESS, CONTRACTS OR SAVINGS, LOSS OF GOODWILL, LOSS OR DISCLOSURE OF PRODUCTION, LOSS OF USEDATA (INCLUDING PERSONAL DATA OR INFORMATION), BUSINESS INTERRUPTION AND OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE PATIENT PORTAL, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES OF ANY KIND OR CHARACTER SO THIS LIMITATION MAY NOT APPLY TO BUYER, ITS CUSTOMERS, OR OTHER PERSONS OR ENTITIESYOU. In no event shall our total liability to you for all damages (other than as may be required by applicable law) exceed twenty-five dollars ($25.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

Warranties Limitation of Liability. THE COMPANY WARRANTS THAT AT THE TIME OF DELIVERY (I) PRODUCT IS FREE AND CLEAR OF ALL LIENS, ENCUMBERANCES AND SECURITY INTERESTS; AND (II) PRODUCT COMPLIES WITH THE COMPANY’S PUBLISHED SPECIFICATIONS (OR AS OTHERWISE REFERENCED IN THE CONTRACT). THE COMPANY EMAZZANTI MAKES NO OTHER WARRANTY OR GUARANTEE WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO ANY CLIENT SERVICES PURSUANT HERETO, COMPUTER HARDWARE OR SOFTWARE OF ANY KIND, EMAZZANTI PROMOTIONAL MATERIALS, OR ITS WEBSITE, INCLUDING WITHOUT LIMITATION IMPLIED BUT NOT LIMITED TO WARRANTIES OF QUALITY, PERFORMANCE, MERCHANTABILITY, FITNESS FOR A ANY PARTICULAR PURPOSE PURPOSE, CONFORMITY TO ANY REPRESENTATION OR MERCHANTABILITYDESCRIPTION, OR NON- INFRINGEMENT. THE COMPANY’S TOTAL LIABILITY AND BUYER’S EXCLUSIVE REMEDY EMAZZANTI SHALL NOT BE RESPONSIBLE FOR ANY CLAIM OR LIABILITY ASSOCIATED WITH THE CONTRACT OR ANY PRODUCT, WHETHER BASED IN TORT, CONTRACT, STRICT LIABILITY OR ANY OTHER LEGAL THEORY IS EXPRESSLY LIMITED TO, AT THE COMPANY’S OPTION, REPLACEMENT, REPAIR OR REWORK, AS APPLICABLE, OF NONCONFORMING PRODUCT OR PAYMENT IN AN AMOUNT NOT TO EXCEED, IN THE AGGREGATE, THE PURCHASE PRICE OF THE SPECIFIC PRODUCT FOR WHICH DAMAGES ARE CLAIMED. IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY OTHER DAMAGES, LOSSES OR EXPENSES, INCLUDING, WITHOUT LIMITATION(A) SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, AGGRAVATED, EXEMPLARY PUNITIVE OR SPECIAL DAMAGES OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES ASSOCIATED WITH INCLUDING LOSS OF PROFITS, BUSINESSARISING FROM OR RELATED TO A BREACH OF THIS MSA AND OTHER, CONTRACTS ASSOCIATED AGREEMENTS INCLUDING SUCH DAMAGES, WITHOUT LIMITATION, AS ARISING FROM A LOSS OF DATA OR SAVINGSPROGRAMMING, LOSS OF GOODWILLREVENUE OR PROFITS, LOSS DAMAGE TO EQUIPMENT, AND CLAIMS AGAINST CLIENT BY ANY THIRD PARTY EVEN IF EMAZZANTI HAS BEEN ADVISED OF PRODUCTION, LOSS THE POSSIBILITY OF USE, BUSINESS INTERRUPTION AND SUCH DAMAGES; (B) DAMAGES (REGARDLESS OF THEIR NATURE) FOR ANY DELAY OR FAILURE TO PERFORM ITS OBLIGATIONS UNDER THIS MSA DUE TO ANY CAUSE BEYOND EMAZZANTI'S REASONABLE CONTROL; OR (C) CLAIMS MADE A SUBJECT OF A LEGAL PROCEEDING AGAINST EMAZZANTI MORE THAN ONE YEAR AFTER ANY SUCH CAUSE OF ACTION FIRST AROSE. NOTWITHSTANDING ANY OTHER DAMAGESPROVISION OF THIS MSA, LOSSES EMAZZANTI'S LIABILITIES UNDER THIS MSA, WHETHER UNDER CONTRACT LAW, TORT LAW, WARRANTY OR EXPENSES OTHERWISE SHALL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED THE FEES ACTUALLY RECEIVED BY EMAZZANTI PURSUANT TO THIS MSA FOR THE THREE MONTH PERIOD PRIOR TO THE FILING OF ANY KIND CLAIM. EMAZZANTI PROVIDES NO FURTHER OR CHARACTER ADDITIONAL WARRANTY TO BUYERANY THIRD-PARTY LICENSED SOFTWARE OR EQUIPMENT SUPPLIED TO CLIENT AS PART OF CLIENT SERVICES. EMAZZANTI WILL NOT BE LIABLE FOR ANY ERRORS OR DEFECTS IN ANY THIRD PARTY SOFTWARE OR HARDWARE OR THIRD PARTY PRODUCT OR FOR ANY NON-PERFORMANCE THEREOF. ANY CLAIM BASED ON, ITS CUSTOMERSRELATED TO. OR ARISING OUT OF THE USE OF ANY THIRD PARTY SOFTWARE OR THIRD PARTY EQIPMENT OR PRODUCT WILL BE GOVERNED EXCLUSIVELY BY THE TERMS OF CLIENT’S AGREEMENT WITH THAT THIRD PARTY. EMAZZANTI’S WARRANTIES WILL BE VOID IF CLIENT OR ANY THIRD PARTY AUTHORIZED BY CLIENT USES AND/OR MODIFIES THE CLIENT SERVICES, INCLUDING SOFTWARE, HARDWARE, MODIFICATIONS OR DELIVERABLES, IN ANY MANNER OTHER PERSONS OR ENTITIESTHAN AS AUTHORIZED BY EMAZZANTI.

Warranties Limitation of Liability. Bliss warrants and represents that it has the skill and experience necessary to complete the Services in a timely and professional manner pursuant to the parameters and term set forth within this Agreement. EXCEPT AS SPECIFICALLY WARRANTED IN THIS AGREEMENT, AND TO THE COMPANY WARRANTS THAT AT THE TIME OF DELIVERY EXTENT PERMITTED BY APPLICABLE LAW, BLISS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OR REPRESENTATIONS (I) PRODUCT IS FREE AND CLEAR OF ALL LIENS, ENCUMBERANCES AND SECURITY INTERESTS; AND (II) PRODUCT COMPLIES WITH THE COMPANY’S PUBLISHED SPECIFICATIONS (OR AS OTHERWISE REFERENCED IN THE CONTRACT). THE COMPANY MAKES NO OTHER WARRANTY OR GUARANTEE OF ANY KIND, EXPRESS OR IMPLIED), INCLUDING WITHOUT LIMITATION ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE PURPOSE. You acknowledge and agree that, to the extent permitted by applicable law, Bliss’ sole liability for any default under this Agreement’s terms shall be strictly limited to the total Service Fee actually received by Bliss from you and shall not extend to the cost of materials supplied by you or any postage paid for the mailing of any printed material. NEITHER PARTY SHALL HAVE ANY LIABILITY TO THE OTHER IN CONNECTION WITH THIS AGREEMENT OR MERCHANTABILITY. THE COMPANY’S TOTAL LIABILITY AND BUYER’S EXCLUSIVE REMEDY ITS CONDUCT PURSUANT TO THIS AGREEMENT, FOR ANY CLAIM LOST PROFITS OR LIABILITY ASSOCIATED WITH THE CONTRACT REVENUE OR ANY PRODUCTCOSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, WHETHER BASED IN TORT, CONTRACT, STRICT LIABILITY OR ANY OTHER LEGAL THEORY IS EXPRESSLY LIMITED TO, AT THE COMPANY’S OPTION, REPLACEMENT, REPAIR OR REWORK, AS APPLICABLE, OF NONCONFORMING PRODUCT OR PAYMENT IN AN AMOUNT NOT TO EXCEED, IN THE AGGREGATE, THE PURCHASE PRICE OF THE SPECIFIC PRODUCT FOR WHICH DAMAGES ARE CLAIMED. IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY OTHER DAMAGES, LOSSES OR EXPENSES, INCLUDING, WITHOUT LIMITATION, INDIRECT, INCIDENTALSPECIAL, PUNITIVE, CONSEQUENTIALEXEMPLARY, AGGRAVATED, EXEMPLARY INCIDENTAL OR SPECIAL CONSEQUENTIAL DAMAGES OR DAMAGES, LOSSES OR EXPENSES ASSOCIATED WITH LOSS OF (INCLUDING BUT NOT LIMITED TO LOST PROFITS, BUSINESS, CONTRACTS OR SAVINGS, LOSS OF GOODWILL, LOSS OF PRODUCTION, LOSS OF USE, BUSINESS INTERRUPTION AND ANY OTHER DAMAGES, LOSSES OR EXPENSES OF ANY KIND OR CHARACTER TO BUYER, ITS CUSTOMERSLOST REVENUE, OR LOST DATA) HOWEVER CAUSED AND WHETHER ARISING UNDER CONTRACT, TORT OR OTHER PERSONS OR ENTITIESTHEORY OF LIABILITY. IT IS ACKNOWLEDGED BY THE PARTIES THAT NOTHING IN THIS SECTION SHALL LIMIT A PARTY’S OBLIGATION TO PAY AMOUNTS ALREADY DUE AND OWING TO THE OTHER PARTY. In addition to the foregoing, under no circumstance shall Bliss be liable for any breach or failure caused by any failure in third party services, misuse of the Deliverables, your negligence or any other cause outside of Bliss’ reasonable control.

Warranties Limitation of Liability. THE COMPANY WARRANTS THAT AT THE TIME OF DELIVERY Company represents and warrants that (Ii) PRODUCT IS FREE AND CLEAR OF ALL LIENSthe Services shall be provided in a good and workmanlike manner; and (ii) the Services shall be provided by Company in accordance with all applicable federal, ENCUMBERANCES AND SECURITY INTERESTS; AND state and local law, ordinances, regulations and codes that are relevant to their performance of their respective obligations under this Agreement, including the CAN-SPAM Act (II) PRODUCT COMPLIES WITH THE COMPANY’S PUBLISHED SPECIFICATIONS (OR AS OTHERWISE REFERENCED IN THE CONTRACTcollectively, “Applicable Laws”). THE COMPANY EXCEPT AS EXPRESSLY PROVIDED HEREIN, AMPUSH MAKES NO OTHER WARRANTY OR GUARANTEE WARRANTIES OF ANY KIND, EXPRESS EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY. THE COMPANY’S TOTAL LIABILITY AND BUYER’S EXCLUSIVE REMEDY FOR ANY CLAIM OR LIABILITY ASSOCIATED WITH THE CONTRACT OR ANY PRODUCT, WHETHER BASED IN TORT, CONTRACT, STRICT LIABILITY OR ANY OTHER LEGAL THEORY IS EXPRESSLY LIMITED TO, AT THE COMPANY’S OPTION, REPLACEMENT, REPAIR OR REWORK, AS APPLICABLE, OF NONCONFORMING PRODUCT OR PAYMENT IN AN AMOUNT NOT TO EXCEED, IN THE AGGREGATE, THE PURCHASE PRICE OF THE SPECIFIC PRODUCT FOR WHICH DAMAGES ARE CLAIMEDPURPOSE. IN NO EVENT SHALL THE COMPANY WILL EITHER PARTY BE LIABLE FOR ANY OTHER DAMAGES, LOSSES OR EXPENSES, INCLUDING, WITHOUT LIMITATIONCONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIALSPECIAL, AGGRAVATEDCONSEQUENTIAL OR EXEMPLARY DAMAGES WHATSOEVER, EXEMPLARY OR SPECIAL INCLUDING DAMAGES OR DAMAGES, LOSSES OR EXPENSES ASSOCIATED WITH FOR LOSS OF PROFITS, BUSINESS, CONTRACTS OR SAVINGSBUSINESS INTERRUPTION, LOSS OF GOODWILLINFORMAITON AND THE LIKE, LOSS OF PRODUCTIONWHETHER IN CONTRACT, LOSS OF USETORT, BUSINESS INTERRUPTION AND OR ANY OTHER LEGAL THEORY, INCURRED BY THE OTHER PARTY ARISING OUT OF THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT, LOSSES BOTH PARTIES AGREE THAT AMPUSH’S AGGREGATE LIABLITY HOWSOEVER ARISING OUT OF OR EXPENSES OF ANY KIND RELATING TO THIS AGREEMENT OR CHARACTER THE SUBJECT MATTER HEREOF OR THEREOF, SHALL, IN NO EVENT, EXCEED THE FEES PAID OR PAYABLE BY AMPUSH UNDER THIS AGREEMENT. EACH PARTY ACKNOWLEDGES AND AGREES THAT COMPANY’S AGREEMENT TO BUYERTHE FOREGOING DISCLAIMERS AND LIMITATION IS A MATERIAL INDUCEMENT FOR AMPUSH TO ENETER INTO THIS AGREEMENT, ITS CUSTOMERS, OR OTHER PERSONS OR ENTITIESAND COMPANY AGREES THAT SUCH DISCLAIMERS AND LIMITATIONS ARE REASONABLE.

Warranties Limitation of Liability. THE COMPANY WARRANTS THAT AT THE TIME OF DELIVERY (I) PRODUCT IS FREE AND CLEAR OF ALL LIENS, ENCUMBERANCES AND SECURITY INTERESTS; AND (II) PRODUCT COMPLIES WITH THE COMPANY’S PUBLISHED SPECIFICATIONS (OR EXCEPT AS OTHERWISE REFERENCED EXPRESSLY SET FORTH IN THIS AGREEMENT, THE CONTRACT). THE COMPANY MAKES PARTIES, THEIR TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES, AND AFFILIATES MAKE NO OTHER WARRANTY OR GUARANTEE REPRESENTATIONS AND EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE PURPOSE, VALIDITY OF PATENT RIGHTS CLAIMS, ISSUED OR MERCHANTABILITY. PENDING, AND THE COMPANY’S TOTAL LIABILITY AND BUYER’S EXCLUSIVE REMEDY FOR ANY CLAIM ABSENCE OF LATENT OR LIABILITY ASSOCIATED WITH THE CONTRACT OR ANY PRODUCTOTHER DEFECTS, WHETHER BASED OR NOT DISCOVERABLE. NOTHING IN TORTTHIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION MADE OR WARRANTY GIVEN BY EITHER PARTY TO THE OTHER THAT THE PRACTICE BY EITHER OF ANY RIGHTS GRANTED HEREUNDER OR RESEARCH RESULTS SHALL NOT INFRINGE THE PATENT RIGHTS OF ANY THIRD PARTY. EXCEPT WITH REGARD TO CLAIMS ARISING FROM A BREACH OF SECTION 3 OF THIS AGREEMENT, CONTRACTNEITHER PARTY, STRICT LIABILITY OR ANY OTHER LEGAL THEORY IS EXPRESSLY LIMITED TOTHEIR TRUSTEES, AT THE COMPANY’S OPTIONDIRECTORS, REPLACEMENTOFFICERS, REPAIR OR REWORK, AS APPLICABLE, OF NONCONFORMING PRODUCT OR PAYMENT IN AN AMOUNT NOT TO EXCEED, IN THE AGGREGATE, THE PURCHASE PRICE OF THE SPECIFIC PRODUCT FOR WHICH DAMAGES ARE CLAIMED. IN NO EVENT SHALL THE COMPANY EMPLOYEES AND AFFILIATES BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY OTHER DAMAGESKIND, LOSSES INCLUDING ECONOMIC DAMAGE OR EXPENSES, INCLUDING, WITHOUT LIMITATION, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, AGGRAVATED, EXEMPLARY OR SPECIAL DAMAGES OR DAMAGES, LOSSES OR EXPENSES ASSOCIATED WITH LOSS OF INJURY TO PROPERTY AND LOST PROFITS, BUSINESSREGARDLESS OF WHETHER EITHER PARTY SHALL BE ADVISED, CONTRACTS OR SAVINGS, LOSS OF GOODWILL, LOSS OF PRODUCTION, LOSS OF USE, BUSINESS INTERRUPTION AND ANY SHALL HAVE OTHER DAMAGES, LOSSES OR EXPENSES OF ANY KIND OR CHARACTER REASON TO BUYER, ITS CUSTOMERSKNOW, OR OTHER PERSONS OR ENTITIESIN FACT SHALL KNOW OF THE POSSIBILITY.

Warranties Limitation of Liability. THE COMPANY WARRANTS THAT AT THE TIME OF DELIVERY (I) PRODUCT IS FREE AND CLEAR OF ALL LIENS, ENCUMBERANCES AND SECURITY INTERESTS; AND (II) PRODUCT COMPLIES WITH THE COMPANY’S PUBLISHED SPECIFICATIONS (OR AS OTHERWISE REFERENCED IN THE CONTRACT). THE COMPANY DCG MAKES NO OTHER WARRANTY OR GUARANTEE WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO ANY CLIENT SERVICES PURSUANT HERETO, COMPUTER HARDWARE OR SOFTWARE OF ANY KIND, DCG PROMOTIONAL MATERIALS OR ITS WEBSITE, INCLUDING WITHOUT LIMITATION IMPLIED BUT NOT LIMITED TO WARRANTIES OF QUALITY, PERFORMANCE, MERCHANTABILITY, FITNESS FOR A ANY PARTICULAR PURPOSE PURPOSE, CONFORMITY TO ANY REPRESENTATION OR MERCHANTABILITYDESCRIPTION, OR NON-INFRINGEMENT. THE COMPANY’S TOTAL LIABILITY AND BUYER’S EXCLUSIVE REMEDY DCG SHALL NOT BE RESPONSIBLE FOR ANY CLAIM OR LIABILITY ASSOCIATED WITH THE CONTRACT OR ANY PRODUCT, WHETHER BASED IN TORT, CONTRACT, STRICT LIABILITY OR ANY OTHER LEGAL THEORY IS EXPRESSLY LIMITED TO, AT THE COMPANY’S OPTION, REPLACEMENT, REPAIR OR REWORK, AS APPLICABLE, OF NONCONFORMING PRODUCT OR PAYMENT IN AN AMOUNT NOT TO EXCEED, IN THE AGGREGATE, THE PURCHASE PRICE OF THE SPECIFIC PRODUCT FOR WHICH DAMAGES ARE CLAIMED. IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY OTHER DAMAGES, LOSSES OR EXPENSES, INCLUDING, WITHOUT LIMITATION(A) SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, AGGRAVATED, EXEMPLARY PUNITIVE OR SPECIAL DAMAGES OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES ASSOCIATED WITH LOSS INCLUDING L0SS OF PROFITS, BUSINESSARISING FROM OR RELATED TO A BREACH OR THIS MSA AND OTHER, CONTRACTS ASSOCIATED AGREEMENTS INCLUDING SUCH DAMAGES, WITHOUT LIMITATION, AS ARISING FROM A LOSS OF DATA OR SAVINGSPROGRAMMING, LOSS OF GOODWILLREVENUE OR PROFITS, LOSS DAMAGE TO EQUIPMENT, AND CLAIMS AGAINST CLIENT BY ANY THIRD PARTY EVEN IF DCG HAS BEEN ADVISED OF PRODUCTION, LOSS THE POSSIBILITY OF USE, BUSINESS INTERRUPTION AND SUCH DAMAGES; (B) DAMAGES (REGARDLESS OF THEIR NATURE) FOR ANY DELAY OR FAILURE TO PERFORM ITS OBLIGATIONS UNDER THIS MSA DUE TO ANY CAUSE BEYOND DCG’S REASONABLE CONTROL; OR (C) CLAIMS MADE A SUBJECT OF A LEGAL PROCEEDING AGAINST DCG MORE THAN ONE YEAR AFTER ANY SUCH CAUSE OF ACTION FIRST AROSE. NOTWITHSTANDING ANY OTHER DAMAGESPROVISION OF THIS MSA DCG’S LIABILITIES UNDER THIS MSA, LOSSES WHETHER UNDER CONTRACT LAW, TORT LAW, WARRANTY OR EXPENSES OTHERWISE SHALL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED THE FEES ACTUALLY RECEIVED BY DCG PURSUANT TO THIS MSA FOR THE THREE MONTH PERIOD PRIOR TO THE FILING OF ANY KIND CLAIM. DCG PROVIDES NO FURTHER OR CHARACTER ADDITIONAL WARRANTY TO BUYERANY THIRD-PARTY LICENSED SOFTWARE OR EQUIPMENT SUPPLIED TO THE CLIENT AS PART OF CLIENT SERVICES. DCG WILL NOT BE LIABLE FOR ANY ERRORS OR DEFECTS IN ANY THIRD-PARTY SOFTWARE OR HARDWARE OR THIRD-PARTY PRODUCT OR FOR ANY NON-PERFORMANCE THEREOF. ANY CLAIM BASED ON, ITS CUSTOMERSRELATED TO, OR ARISING OUT OF THE USE OF ANY THIRD-PARTY SOFTWARE OR THIRD-PARTY EQUIPMENT OR PRODUCT WILL BE GOVERNED EXCLUSIVELY BY THE TERMS OF CLIENT’S AGREEMENT WITH THAT THIRD-PARTY. WARRANTIES WILL BE VOID IF CLIENT OR ANY THIRD-PARTY AUTHORIZED BY CLIENT USES AND/OR MODIFIES THE CLIENT SERVICES, INCLUDING SOFTWARE, HARDWARE, MODIFICATIONS OR DELIVERABLES, IN ANY MANNER OTHER PERSONS OR ENTITIESTHAT AS AUTHORIZED BY DCG.

Warranties Limitation of Liability. THE COMPANY WARRANTS THAT AT THE TIME OF DELIVERY (I) PRODUCT IS FREE EXCEPT AS EXPRESSLY PROVIDED HEREIN, NO WARRANTIES ARE MADE BY DNA OR DWANGO, AND CLEAR OF BOTH DNA AND DWANGO HEREBY EXPRESSLY DISCLAIM ALL LIENS, ENCUMBERANCES AND SECURITY INTERESTS; AND (II) PRODUCT COMPLIES WITH THE COMPANY’S PUBLISHED SPECIFICATIONS (OR AS OTHERWISE REFERENCED IN THE CONTRACT). THE COMPANY MAKES NO OTHER WARRANTY OR GUARANTEE OF ANY KINDWARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY. THE COMPANY’S TOTAL LIABILITY AND BUYER’S EXCLUSIVE REMEDY FOR ANY CLAIM OR LIABILITY ASSOCIATED WITH THE CONTRACT OR ANY PRODUCT, WHETHER BASED IN TORT, CONTRACT, STRICT LIABILITY OR ANY OTHER LEGAL THEORY IS EXPRESSLY LIMITED TO, AT THE COMPANY’S OPTION, REPLACEMENT, REPAIR OR REWORK, AS APPLICABLE, OF NONCONFORMING PRODUCT OR PAYMENT IN AN AMOUNT NOT TO EXCEED, IN THE AGGREGATE, THE PURCHASE PRICE OF THE SPECIFIC PRODUCT FOR WHICH DAMAGES ARE CLAIMED. IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY OTHER DAMAGES, LOSSES OR EXPENSES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. DWANGO DOES NOT WARRANT AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS THAT THE LICENSED PRODUCTS WILL MEET DNA'S REQUIREMENTS OR THE REQUIREMENTS OF ANY THIRD PARTIES. THE PARTIES AGREE THAT EACH XXXXX'X LIABILITY, IF ANY, FOR DAMAGES, INCLUDING BUT NOT LIMITED TO LIABILITY ARISING OUT OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, WARRANTY, PATENT OR COPYRIGHT INFRINGEMENT, OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY SHALL NOT EXCEED THE LICENSE FEES PAID BY DNA OR U.S.$ 1,000,000.00 WHICHEVER IS LESS. NEITHER PARTY SHALL NOT BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFIT OR FOR INDIRECT, INCIDENTALSPECIAL, PUNITIVE, CONSEQUENTIAL, AGGRAVATED, EXEMPLARY INCIDENTAL OR SPECIAL DAMAGES OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES ASSOCIATED WITH LOSS OF PROFITSFOR ANY CLAIM AGAINST THE OTHER PARTY, BUSINESSEXCEPT FOR PATENT OR COPYRIGHT INFRINGEMENT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND EXCEPT FOR ANY INTENTIONAL ACTS BY SAID PARTY. DWANGO hereby represents and warrants that it has full legal rights and authority to enter into this Agreement and to perform its obligations hereunder, CONTRACTS OR SAVINGSand that by entering into this Agreement or performing its obligations hereunder, LOSS OF GOODWILLit is not in default or breach of any contract or agreement with any third party and it is not violating or infringing upon the rights of any third party. DWANGO represents and warrants that it is not prohibited nor in any manner otherwise restricted, LOSS OF PRODUCTIONby any law, LOSS OF USEregulation or administrative or judicial order of Japan, BUSINESS INTERRUPTION AND ANY OTHER DAMAGESor other country to whose laws DWANGO is subject, LOSSES OR EXPENSES OF ANY KIND OR CHARACTER TO BUYERfrom entering into this Agreement or carrying out its provisions or the transactions contemplated thereby. DNA hereby represents and warrants that it has full legal rights and authority to enter into this Agreement and to perform its obligations hereunder, ITS CUSTOMERSand that by entering into this Agreement or performing its obligations hereunder, OR OTHER PERSONS OR ENTITIESit is not in default or breach of any contract or agreement with any third party and it is not violating or infringing upon the rights of any third party. DNA represents and warrants that it is not prohibited nor in any manner otherwise restricted, by any law, regulation or administrative or judicial order of the United States, or other country to whose laws DNA is subject, from entering into this Agreement or carrying out its provisions or the transactions contemplated thereby. DWANGO hereby represents and warrants that (i) it owns all right, title and interest in or has valid licenses to the Licensed Property, which licenses include the right to grant the DNA Licenses; (ii) there is no legal obstacle to granting the DNA Licenses; (iii) DNA shall not be required to make an royalty or union or guild payments to any third party in order to exploit fully all rights granted to it under the DNA Licenses; (iv) the Licensed Property does not infringe any rights under copyright, trademark, patent, trade secret or any other proprietary right, or violate any right of privacy or publicity, of any third party ("Intellectual Property Rights"), (v) DWANGO has not received notice of any claim that the Licensed Property infringes any Intellectual Property Rights, (vi) to DWANGO's knowledge, no third party is infringing the Licensed Property; (vii) to DWANGO's knowledge, no computer programs included in the Licensed Property contain any material bugs, viruses, Trojan horses, worms or other forms of corrupt code.