Common use of Warranty and Liability Clause in Contracts

Warranty and Liability. 11.1. FOUNDATION WARRANTS TO LICENSEE THAT IT HAS THE LAWFUL RIGHT TO GRANT TO LICENSEE THE LICENSES UNDER THE LICENSED SUBJECT MATTER AS SET FORTH HEREIN. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, FOUNDATION MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND VALIDITY OF PATENT RIGHTS AND/OR TECHNICAL INFORMATION; AND ALL RIGHTS TO PATENT RIGHTS, TECHNICAL INFORMATION AND ANY MATERIALS PROVIDED BY FOUNDATION UNDER THIS AGREEMENT ARE PROVIDED “AS-IS”. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF LICENSED SUBJECT MATTER IS WITH THE LICENSEE. 11.2. NO WARRANTY OR REPRESENTATION IS MADE THAT ANYTHING MADE, USED, SOLD, OR COMMERCIALLY TRANSFERRED, UNDER THE TERMS OF THIS LICENSE, WILL BE FREE FROM INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS. 11.3. NOTHING IN THIS AGREEMENT, EITHER EXPRESS OR IMPLIED, OBLIGATES FOUNDATION EITHER TO BRING OR TO PROSECUTE ACTIONS OR SUITS AGAINST THIRD PARTIES FOR PATENT INFRINGEMENT OR ENFORCEMENT OR TO FURNISH ANY INTELLECTUAL PROPERTY, INFORMATION OR MATERIALS NOT PROVIDED IN THE LICENSED SUBJECT MATTER. 11.4. IN NO EVENT WILL FOUNDATION BE LIABLE FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES RESULTING FROM THE EXERCISE OF THIS LICENSE OR THE USE OF THE LICENSED SUBJECT MATTER, OR PRODUCTS, INCLUDING, WITHOUT LIMITATION, FOR LOST PROFITS, LOST BUSINESS OPPORTUNITY, INVENTORY LOSS, WORK STOPPAGE, LOST DATA, OR DOWNTIME, WHETHER OR NOT FOUNDATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 11.5. IN NO EVENT WILL FOUNDATION’S AGGREGATE LIABILITY TO LICENSEE OR ANY THIRD PARTY FOR ANY 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 FEES RECEIVED BY FOUNDATION FROM LICENSEE PURSUANT TO THIS AGREEMENT. LIMITATIONS OF LIABILITY REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES. THE LIMITATIONS SPECIFIED IN THIS SECTION 10.7 WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. 11.6. THIS AGREEMENT DOES NOT CONFER BY IMPLICATION, ESTOPPEL, OR OTHERWISE ANY LICENSE OR RIGHTS TO ANY OTHER FOUNDATION PROPERTY OTHER THAN THOSE RIGHTS EXPRESSLY STATED HEREIN.

Warranty and Liability. 11.1. FOUNDATION WARRANTS TO LICENSEE THAT IT HAS THE LAWFUL RIGHT TO GRANT TO LICENSEE THE LICENSES UNDER THE LICENSED SUBJECT MATTER AS SET FORTH HEREIN. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, FOUNDATION MAKES LICENSORS MAKE NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND VALIDITY OF PATENT RIGHTS AND/OR TECHNICAL INFORMATION; AND RIGHTS. ALL RIGHTS TO PATENT RIGHTS, TECHNICAL INFORMATION AND ANY MATERIALS PROVIDED BY FOUNDATION LICENSORS UNDER THIS AGREEMENT ARE PROVIDED “"AS-IS”. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF LICENSED SUBJECT MATTER IS WITH THE LICENSEE". 11.2. NO WARRANTY OR REPRESENTATION IS MADE THAT ANYTHING MADE, USED, SOLD, OR COMMERCIALLY TRANSFERRED, UNDER THE TERMS OF THIS LICENSE, WILL BE FREE FROM INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS. 11.3. NOTHING IN THIS AGREEMENT, EITHER EXPRESS OR IMPLIED, OBLIGATES FOUNDATION LICENSORS EITHER TO BRING OR TO PROSECUTE ACTIONS OR SUITS AGAINST THIRD PARTIES FOR PATENT INFRINGEMENT OR ENFORCEMENT OR TO FURNISH ANY INTELLECTUAL PROPERTY, INFORMATION OR MATERIALS NOT PROVIDED IN THE LICENSED SUBJECT MATTER. 11.4. IN NO EVENT WILL FOUNDATION LICENSORS BE LIABLE FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES RESULTING FROM THE EXERCISE OF THIS LICENSE OR THE USE OF THE TECHNOLOGY, LICENSED SUBJECT MATTER, OR LICENSED PRODUCTS, INCLUDING, WITHOUT LIMITATION, FOR LOST PROFITS, LOST BUSINESS OPPORTUNITY, INVENTORY LOSS, WORK STOPPAGE, LOST DATA, OR DOWNTIME, WHETHER OR NOT FOUNDATION HAS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 11.5. IN NO EVENT WILL FOUNDATION’S LICENSORS' AGGREGATE LIABILITY TO LICENSEE OR ANY THIRD PARTY FOR ANY 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 FEES RECEIVED BY FOUNDATION LICENSORS FROM LICENSEE PURSUANT TO THIS AGREEMENT. LIMITATIONS OF LIABILITY REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES. THE LIMITATIONS SPECIFIED IN THIS SECTION 10.7 ARTICLE 11 WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. 11.6. THIS AGREEMENT DOES NOT CONFER BY IMPLICATION, ESTOPPEL, OR OTHERWISE ANY LICENSE OR RIGHTS TO ANY OTHER FOUNDATION LICENSOR PROPERTY OTHER THAN THOSE RIGHTS EXPRESSLY STATED HEREIN.

Warranty and Liability. 11.1YOU EXPRESSLY AGREE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK. FOUNDATION WARRANTS TO LICENSEE NEITHER EYECAST NOR ANY OF ITS UNDERLYING SERVICE PROVIDERS, INFORMATION PROVIDERS, LICENSORS, EMPLOYEES, OR AGENTS WARRANT THAT IT HAS THE LAWFUL RIGHT TO GRANT TO LICENSEE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. THE LICENSES UNDER THE LICENSED SUBJECT MATTER SERVICE IS DISTRIBUTED ON AN "AS SET FORTH HEREIN. EXCEPT IS", "AS OTHERWISE EXPRESSLY SET FORTH HEREIN, FOUNDATION MAKES NO REPRESENTATIONS AND EXTENDS NO AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, INCLUDING BUT NOT LIMITED TO, WARRANTY TO WARRANTIES OF MERCHANTABILITY, TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSEPURPOSE OR OTHERWISE, OTHER THAN THOSE WARRANTIES (IF ANY) WHICH ARE STATED HEREIN OR IMPLIED BY AND VALIDITY INCAPABLE OF PATENT RIGHTS AND/OR TECHNICAL INFORMATION; AND ALL RIGHTS TO PATENT RIGHTSEXCLUSION, TECHNICAL INFORMATION AND ANY MATERIALS PROVIDED BY FOUNDATION UNDER THIS AGREEMENT ARE PROVIDED “AS-IS”. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF LICENSED SUBJECT MATTER IS WITH THE LICENSEE. 11.2. NO WARRANTY OR REPRESENTATION IS MADE THAT ANYTHING MADE, USED, SOLDRESTRICTION, OR COMMERCIALLY TRANSFERRED, MODIFICATION UNDER THE TERMS OF LAWS APPLICABLE TO THIS LICENSE, WILL BE FREE FROM INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS. 11.3. NOTHING IN THIS SERVICE AGREEMENT, EITHER EXPRESS OR IMPLIED, OBLIGATES FOUNDATION EITHER TO BRING OR TO PROSECUTE ACTIONS OR SUITS AGAINST THIRD PARTIES FOR PATENT INFRINGEMENT OR ENFORCEMENT OR TO FURNISH ALL SUCH WARRANTIES BEING EXPRESSLY DISCLAIMED. NEITHER EYECAST NOR ANY INTELLECTUAL PROPERTYOF ITS UNDERLYING SERVICE PROVIDERS, INFORMATION PROVIDERS, LICENSORS, EMPLOYEES, OR MATERIALS NOT PROVIDED IN THE LICENSED SUBJECT MATTER. 11.4. IN NO EVENT WILL FOUNDATION BE LIABLE AGENTS SHALL HAVE ANY LIABILITY FOR ANY INCIDENTAL, SPECIALCONSEQUENTIAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL SPECIAL DAMAGES RESULTING FROM THE EXERCISE OF THIS LICENSE SUFFERED BY YOU OR THE USE ANY OTHER PARTY AS A RESULT OF THE LICENSED SUBJECT MATTEROPERATION OR MALFUNCTION OF THE SERVICE, OR PRODUCTS, INCLUDING, WITHOUT LIMITATION, FOR LOST PROFITS, LOST BUSINESS OPPORTUNITY, INVENTORY LOSS, WORK STOPPAGE, LOST DATA, OR DOWNTIME, REGARDLESS OF WHETHER OR NOT FOUNDATION HAS SUCH PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 11.5. YOU AGREE THAT YOU WILL NOT IN NO EVENT WILL FOUNDATION’S AGGREGATE LIABILITY TO LICENSEE OR ANY THIRD PARTY WAY HOLD EYECAST RESPONSIBLE FOR ANY CLAIMS, LOSSES, INJURIES, SUITS, DEMANDS, JUDGMENTS, LIABILITIES, COSTS, EXPENSESSELECTION OR RETENTION OF, OR DAMAGESTHE ACTS OR OMISSIONS OF, FOR ANY CAUSE WHATSOEVER THIRD PARTIES IN CONNECTION WITH THE SERVICE (INCLUDING, BUT NOT LIMITED TO, INCLUDING THOSE ARISING OUT OF OR RELATED WITH WHOM EYECAST MAY CONTRACT TO THIS AGREEMENT), AND REGARDLESS OPERATE VARIOUS AREAS OF THE FORM OF ACTION OR LEGAL THEORY, EXCEED THE FEES RECEIVED BY FOUNDATION FROM LICENSEE PURSUANT TO THIS AGREEMENT. LIMITATIONS OF LIABILITY REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES. THE LIMITATIONS SPECIFIED IN THIS SECTION 10.7 WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSESERVICE). 11.6. THIS AGREEMENT DOES NOT CONFER BY IMPLICATION, ESTOPPEL, OR OTHERWISE ANY LICENSE OR RIGHTS TO ANY OTHER FOUNDATION PROPERTY OTHER THAN THOSE RIGHTS EXPRESSLY STATED HEREIN.

Warranty and Liability. 11.1. FOUNDATION WARRANTS TO LICENSEE THAT IT HAS THE LAWFUL RIGHT TO GRANT TO LICENSEE THE LICENSES UNDER THE LICENSED SUBJECT MATTER AS SET FORTH HEREIN. a) EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, FOUNDATION MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND VALIDITY OF PATENT RIGHTS AND/INVENTIONS, RESEARCH RESULTS, REPORTS OR TECHNICAL INFORMATION; AND ANY OTHER MATERIAL PROVIDED UNDER THIS AGREEMENT. ALL RIGHTS TO PATENT RIGHTSINVENTIONS, TECHNICAL INFORMATION AND RESEARCH RESULTS, REPORTS OR ANY MATERIALS OTHER MATERIAL PROVIDED BY FOUNDATION UNDER THIS AGREEMENT ARE PROVIDED “AS-IS”. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF LICENSED SUBJECT MATTER IS WITH THE LICENSEE. 11.2. b) NO WARRANTY OR REPRESENTATION IS MADE THAT ANYTHING MADE, USED, SOLD, OR COMMERCIALLY TRANSFERRED, UNDER THE TERMS OF THIS LICENSE, WILL BE FREE FROM INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS. 11.3. c) NOTHING IN THIS AGREEMENT, EITHER EXPRESS OR IMPLIED, OBLIGATES FOUNDATION EITHER TO BRING OR TO PROSECUTE ACTIONS OR SUITS AGAINST THIRD PARTIES FOR PATENT INFRINGEMENT OR ENFORCEMENT OF RIGHTS OR TO FURNISH ANY INTELLECTUAL PROPERTY, INFORMATION OR MATERIALS NOT EXPLICITLY PROVIDED IN THE LICENSED SUBJECT MATTERFOR UNDER THIS AGREEMENT. 11.4. d) IN NO EVENT WILL FOUNDATION BE LIABLE FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES RESULTING FROM THE EXERCISE PERFORMANCE OF THIS LICENSE AGREEMENT OR THE USE OF THE LICENSED SUBJECT MATTERINVENTIONS, RESEARCH RESULTS, REPORTS OR PRODUCTS, ANY OTHER MATERIAL PROVIDED UNDER THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, FOR LOST PROFITS, LOST BUSINESS OPPORTUNITY, INVENTORY LOSS, WORK STOPPAGE, LOST DATA, OR DOWNTIME, WHETHER OR NOT FOUNDATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 11.5. e) IN NO EVENT WILL FOUNDATION’S AGGREGATE LIABILITY TO LICENSEE OR ANY THIRD PARTY FOR ANY 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 FEES RECEIVED BY FOUNDATION FROM LICENSEE SPONSOR PURSUANT TO THIS AGREEMENT. LIMITATIONS OF LIABILITY REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES. THE LIMITATIONS SPECIFIED IN THIS SECTION 10.7 ARTICLE 19 WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. 11.6. f) THIS AGREEMENT DOES NOT CONFER BY IMPLICATION, ESTOPPEL, OR OTHERWISE ANY LICENSE OR RIGHTS TO ANY OTHER FOUNDATION PROPERTY OTHER THAN THOSE RIGHTS EXPRESSLY STATED HEREIN.

Warranty and Liability. 11.1. FOUNDATION WARRANTS TO 17.1 REGENTS warrants to LICENSEE THAT IT HAS THE LAWFUL RIGHT TO GRANT TO LICENSEE THE LICENSES UNDER THE that REGENTS has the lawful right to grant this license. 17.2 Except as expressly set forth in Paragraph 17.1 this AGREEMENT, the licenses and the associated INVENTION, PATENT RIGHTS, LICENSED SUBJECT MATTER AS SET FORTH HEREIN. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREINPRODUCTS, FOUNDATION MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES and LICENSED METHODS are provided by REGENTS WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. REGENTS MAKES NO EXPRESS OR IMPLLIED REPRESENTATION OR WARRANTY THAT THE INVENTION, INCLUDING, BUT NOT LIMITED TO, WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND VALIDITY OF PATENT RIGHTS AND/OR TECHNICAL INFORMATION; AND ALL RIGHTS TO PATENT RIGHTS, TECHNICAL INFORMATION AND ANY MATERIALS PROVIDED BY FOUNDATION UNDER THIS AGREEMENT ARE PROVIDED “AS-IS”. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF LICENSED SUBJECT MATTER IS WITH THE LICENSEE. 11.2. NO WARRANTY OR REPRESENTATION IS MADE THAT ANYTHING MADE, USED, SOLDLICENSE PRODUCTS, OR COMMERCIALLY TRANSFERREDLICENSE METHODS WILL NOT INFRINGE ANY PATENT, UNDER THE TERMS OF THIS LICENSECOPYRIGHT, WILL BE FREE FROM INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY TRADEMARK OR OTHER RIGHTS. 11.3. NOTHING IN THIS AGREEMENT, EITHER EXPRESS OR IMPLIED, OBLIGATES FOUNDATION EITHER TO BRING OR TO PROSECUTE ACTIONS OR SUITS AGAINST THIRD PARTIES FOR PATENT INFRINGEMENT OR ENFORCEMENT OR TO FURNISH ANY INTELLECTUAL PROPERTY, INFORMATION OR MATERIALS 17.3 REGENTS WILL NOT PROVIDED IN THE LICENSED SUBJECT MATTER. 11.4. IN NO EVENT WILL FOUNDATION BE LIABLE FOR ANY LOST PROFITS, COSTS OF PROCURING SUBSTITUTE GOODS OR SERVICES, LOST BUSINESS, ENHANCE DAMAGES FOR INTELLECTUAL PROPERTY INFRINGEMENT, OF FOR ANY INDIRECT, INCIDENTAL, SPECIALCONSEQUENTIAL, PUNITIVE, OR CONSEQUENTIAL OTHER SPECIAL DAMAGES RESULTING FROM THE EXERCISE OF THIS LICENSE OR THE USE OF THE LICENSED SUBJECT MATTERSUFFERED BY LICENSEE, SUBLICENSEES, JOINT VENTURES, OR PRODUCTSAFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ALL CAUSES OF ACTION OF ANY KIND (INCLUDING TORT, INCLUDINGCONTRACT, WITHOUT LIMITATIONNEGLIGENCE, FOR LOST PROFITS, LOST BUSINESS OPPORTUNITY, INVENTORY LOSS, WORK STOPPAGE, LOST DATA, OR DOWNTIME, WHETHER OR NOT FOUNDATION STRICT LIABILITY AND BREACH OF WARRANTY) EVEN IF REGENTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 11.5. IN NO EVENT WILL FOUNDATION’S AGGREGATE LIABILITY TO LICENSEE OR ANY THIRD PARTY FOR ANY 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 FEES RECEIVED BY FOUNDATION FROM LICENSEE PURSUANT TO THIS AGREEMENT. LIMITATIONS OF LIABILITY REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES. THE LIMITATIONS SPECIFIED IN THIS SECTION 10.7 WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS 17.4 Nothing is this AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. 11.6. THIS AGREEMENT DOES NOT CONFER BY IMPLICATION, ESTOPPEL, OR OTHERWISE ANY LICENSE OR RIGHTS TO ANY OTHER FOUNDATION PROPERTY OTHER THAN THOSE RIGHTS EXPRESSLY STATED HEREIN.is or will be construed as:

Warranty and Liability. 11.1. FOUNDATION WARRANTS TO LICENSEE THAT IT HAS THE LAWFUL RIGHT TO GRANT TO LICENSEE THE LICENSES UNDER THE LICENSED SUBJECT MATTER AS SET FORTH HEREIN10.1. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, FOUNDATION MAKES LICENSOR AND SUNY, AND EACH OF THEIR TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES AND AFFILIATES, MAKE NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND VALIDITY OF PATENT RIGHTS AND/OR TECHNICAL INFORMATION; AND RIGHTS. ALL RIGHTS TO PATENT RIGHTS, TECHNICAL INFORMATION AND ANY MATERIALS PROVIDED BY FOUNDATION LICENSOR AND SUNY, AND EACH OF THEIR TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES AND AFFILIATES, UNDER THIS AGREEMENT ARE PROVIDED “AS-IS”. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF LICENSED SUBJECT MATTER IS WITH THE LICENSEE. 11.210.2. NO WARRANTY OR REPRESENTATION IS MADE THAT ANYTHING MADE, USED, SOLD, OR COMMERCIALLY TRANSFERRED, UNDER THE TERMS OF THIS LICENSEAGREEMENT, WILL BE FREE FROM INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS. 11.310.3. NOTHING IN THIS AGREEMENT, EITHER EXPRESS OR IMPLIED, OBLIGATES FOUNDATION LICENSOR EITHER TO BRING OR TO PROSECUTE ACTIONS OR SUITS AGAINST THIRD PARTIES FOR PATENT INFRINGEMENT OR ENFORCEMENT OR TO FURNISH ANY INTELLECTUAL PROPERTY, INFORMATION OR MATERIALS NOT PROVIDED IN THE LICENSED SUBJECT MATTERTECHNOLOGY. 11.410.4. IN NO EVENT WILL FOUNDATION LICENSOR BE LIABLE FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES RESULTING FROM THE EXERCISE OF THIS LICENSE AGREEMENT OR THE USE OF THE LICENSED SUBJECT MATTERTECHNOLOGY, OR LICENSED PRODUCTS, INCLUDING, WITHOUT LIMITATION, FOR LOST PROFITS, LOST BUSINESS OPPORTUNITY, INVENTORY LOSS, WORK STOPPAGE, LOST DATA, OR DOWNTIME, WHETHER OR NOT FOUNDATION LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 11.510.5. IN NO EVENT WILL FOUNDATIONLICENSOR’S AGGREGATE LIABILITY TO LICENSEE OR ANY THIRD PARTY FOR ANY 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 FEES RECEIVED BY FOUNDATION LICENSOR FROM LICENSEE PURSUANT TO THIS AGREEMENT. LIMITATIONS OF LIABILITY REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES. THE LIMITATIONS SPECIFIED IN THIS SECTION 10.7 ARTICLE 10 WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. 11.610.6. THIS AGREEMENT DOES NOT CONFER BY IMPLICATION, ESTOPPEL, OR OTHERWISE ANY LICENSE OR RIGHTS TO ANY OTHER FOUNDATION PROPERTY OF LICENSOR OR SUNY OTHER THAN THOSE RIGHTS EXPRESSLY STATED HEREIN.

Warranty and Liability. 11.1. FOUNDATION WARRANTS TO LICENSEE THAT IT HAS THE LAWFUL RIGHT TO GRANT TO LICENSEE THE LICENSES UNDER THE LICENSED SUBJECT MATTER SOFTWARE IS PROVIDED "AS SET FORTH HEREIN. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREINIS", FOUNDATION MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, INCLUDING BUT NOT LIMITED TO, WARRANTY TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSEPURPOSE AND TITLE AND NON-INFRINGEMENT, AND VALIDITY OF PATENT RIGHTS AND/ACCURACY, QUALITY OR TECHNICAL INFORMATION; AND ALL RIGHTS TO PATENT RIGHTS, TECHNICAL INFORMATION AND ANY MATERIALS PROVIDED BY FOUNDATION UNDER THIS AGREEMENT ARE PROVIDED “ASERROR-IS”FREE OPERATION. THE ENTIRE RISK AS TO DOWNLOAD AND USE OF THE QUALITY AND PERFORMANCE OF LICENSED SUBJECT MATTER SOFTWARE IS WITH BORNE BY THE LICENSEE. 11.2USER. NO WARRANTY OR REPRESENTATION IS MADE THAT ANYTHING MADE, USED, SOLD, OR COMMERCIALLY TRANSFERRED, UNDER THE TERMS OF THIS LICENSE, USER WILL BE FREE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM INFRINGEMENT THE DOWNLOAD OR USE OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS. 11.3. NOTHING IN THIS AGREEMENT, EITHER EXPRESS OR IMPLIED, OBLIGATES FOUNDATION EITHER TO BRING OR TO PROSECUTE ACTIONS OR SUITS AGAINST THIRD PARTIES FOR PATENT INFRINGEMENT OR ENFORCEMENT OR TO FURNISH ANY INTELLECTUAL PROPERTY, INFORMATION OR MATERIALS NOT PROVIDED IN THE LICENSED SUBJECT MATTER. 11.4SOFTWARE. IN NO EVENT WILL FOUNDATION SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY INCIDENTALCLAIM, SPECIALDAMAGES OR OTHER LIABILITY OF ANY KIND, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE AND THIS AGREEMENT. SUPPLIER SHALL NOT BE LIABLE TO THE USER OR TO ANY THIRD PARTY, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE), UNDER A WARRANTY OR INDEMNITY, UNDER STATUTE OR OTHERWISE, UNDER OR IN CONNECTION WITH THE AGREEMENT FOR ANY DIRECT AND INDIRECT, PUNITIVE, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES RESULTING FROM DAMAGES, INCLUDING BUT NOT LIMITED TO, LOST REVENUE, LOST PROFIT, INTERRUPTION OF USE OR BUSINESS, LOST OR CORRUPTED DATA, ANY LOSS OF GOODWEILL OR REPUTATION; COSTS OF PROCUREMENT FOR SUBSTITUTION OF PRODUCTS OR SERVICES, THIRD-PARTY SOFTWARE AND CLAIMS, PROVIDED INFORMATION, WASTED MANAGEMENT TIME, LOSS OF USE OF COMPUTER SYSTEMS AND RELATED EQUIPMENT, COMPUTER FAILURE AND MALFUNCTIONS, DOWNTIME COSTS, HOWEVER CAUSED, ARISING OUT OF THE EXERCISE OF THIS LICENSE AGREEMENT OR THE USE OF TERMINATION THEREOF EVEN IF A) THE LICENSED SUBJECT MATTER, OR PRODUCTS, INCLUDING, WITHOUT LIMITATION, FOR LOST PROFITS, LOST BUSINESS OPPORTUNITY, INVENTORY LOSS, WORK STOPPAGE, LOST DATA, OR DOWNTIME, WHETHER OR NOT FOUNDATION SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 11.5; OR B) THE DAMAGES WERE FORESEEABLE. USER AGREES THAT ITS SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION IN NO EVENT WILL FOUNDATION’S AGGREGATE LIABILITY RELATION TO LICENSEE OR ANY THIRD PARTY FOR ANY 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 THE SOFTWARE IS TO THIS AGREEMENT), AND REGARDLESS OF CEASE USING THE FORM OF ACTION OR LEGAL THEORY, EXCEED THE FEES RECEIVED BY FOUNDATION FROM LICENSEE PURSUANT TO THIS AGREEMENT. LIMITATIONS OF LIABILITY REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIESSOFTWARE. THE LIMITATIONS SPECIFIED IN PROVISIONS OF THIS SECTION 10.7 WILL SURVIVE CLAUSE (“WARRANTY AND LIABILITY”) SHALL NOT APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSETHE EXTENT RESTRICTED OR PREVENTED BY MANDATORY APPLICABLE LAW THAT CANNOT BE AMENDED OR EXCLUDED BY CONTRACTUAL WAIVER, SUCH AS DELIBERATE ACTS AND FRAUD. 11.6. THIS AGREEMENT DOES NOT CONFER BY IMPLICATION, ESTOPPEL, OR OTHERWISE ANY LICENSE OR RIGHTS TO ANY OTHER FOUNDATION PROPERTY OTHER THAN THOSE RIGHTS EXPRESSLY STATED HEREIN.

Warranty and Liability. 11.111.1 Foundation hereby represents and warrants to Tempo that, to the best of its knowledge, Foundation is the owner of the entire right, title and interest in the Foundation Patent Rights and in the inventions described and claimed therein and has the right to grant the license granted herein. FOUNDATION WARRANTS TO LICENSEE THAT IT HAS THE LAWFUL RIGHT TO GRANT TO LICENSEE THE LICENSES UNDER THE LICENSED SUBJECT MATTER AS SET FORTH HEREIN. Foundation has not granted to any third party any right or interest in the Foundation Patent Rights inconsistent or in conflict with the rights granted to Tempo hereunder. 11.2 EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, FOUNDATION MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND OR VALIDITY OF PATENT RIGHTS AND/CLAIMS, ISSUED OR TECHNICAL INFORMATION; AND ALL RIGHTS TO PATENT RIGHTS, TECHNICAL INFORMATION AND ANY MATERIALS PROVIDED BY FOUNDATION UNDER THIS AGREEMENT ARE PROVIDED “AS-IS”. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF LICENSED SUBJECT MATTER IS WITH THE LICENSEEPENDING. 11.2. 11.3 NO WARRANTY OR REPRESENTATION IS MADE THAT ANYTHING MADE, USED, SOLD, SOLD OR COMMERCIALLY TRANSFERRED, TRANSFERRED UNDER THE TERMS OF THIS LICENSE, LICENSE WILL BE FREE FROM INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTSPATENT CLAIMS. 11.3. 11.4 NOTHING IN THIS AGREEMENT, EITHER EXPRESS OR IMPLIED, OBLIGATES FOUNDATION EITHER TO BRING OR TO PROSECUTE ACTIONS OR SUITS AGAINST THIRD PARTIES FOR PATENT INFRINGEMENT OR ENFORCEMENT OR TO FURNISH ANY INTELLECTUAL PROPERTY, INFORMATION KNOW-HOW OR MATERIALS TRADE SECRETS NOT PROVIDED DESCRIBED IN THE LICENSED SUBJECT MATTERFOUNDATION PATENT RIGHTS. 11.4. 11.5 IN NO EVENT WILL FOUNDATION BE LIABLE FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THE EXERCISE OF IN CONNECTION WITH THIS LICENSE OR THE USE OF THE LICENSED SUBJECT MATTERAGREEMENT, OR PRODUCTS, INCLUDING, WITHOUT LIMITATION, INCLUDING FOR LOST PROFITS, LOST BUSINESS OPPORTUNITY, INVENTORY LOSS, WORK STOPPAGE, LOST DATA, DATA OR DOWNTIME, WHETHER OR NOT FOUNDATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 11.5. IN NO EVENT WILL FOUNDATION’S AGGREGATE LIABILITY TO LICENSEE OR ANY THIRD PARTY FOR ANY 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 FEES RECEIVED BY FOUNDATION FROM LICENSEE PURSUANT TO THIS AGREEMENT. LIMITATIONS OF LIABILITY REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES. THE LIMITATIONS SPECIFIED IN THIS SECTION 10.7 WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. 11.6. 11.6 THIS AGREEMENT DOES NOT CONFER BY IMPLICATION, ESTOPPEL, OR OTHERWISE ANY LICENSE OR RIGHTS TO ANY OTHER FOUNDATION PROPERTY OTHER THAN THOSE RIGHTS EXPRESSLY STATED HEREIN.

Warranty and Liability. 11.17.1 THE UNIVERSITY AGREES TO USE ITS REASONABLE EFFORTS TO PERFORM THE SERVICES IN ACCORDANCE WITH ACADEMIC STANDARDS. FOUNDATION WARRANTS TO LICENSEE THAT IT HAS ALL SERVICES, INFORMATION AND MATERIALS PROVIDED BY THE LAWFUL RIGHT TO GRANT TO LICENSEE UNIVERSITY UNDER THIS AGREEMENT ARE PROVIDED ON AN “AS IS” BASIS. THE LICENSES UNDER THE LICENSED SUBJECT MATTER AS SET FORTH HEREIN. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, FOUNDATION UNIVERSITY MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER, INCLUDING, BUT NOT LIMITED TOWITHOUT LIMITATION, WARRANTY AS TO RESULTS TO BE ATTAINED FROM THE SERVICES OR BY USING THE MATERIALS, OR ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND VALIDITY OF PATENT RIGHTS AND/PURPOSE OR TECHNICAL INFORMATION; AND ALL RIGHTS TO PATENT RIGHTS, TECHNICAL INFORMATION AND ANY MATERIALS PROVIDED BY FOUNDATION UNDER THIS AGREEMENT ARE PROVIDED “AS-IS”. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF LICENSED SUBJECT MATTER IS WITH THE LICENSEENONINFRINGMEENT. 11.2. 7.2 IN NO WARRANTY EVENT SHALL THE UNIVERSITY BE LIABLE TO USER OR REPRESENTATION IS MADE THAT ANYTHING MADE, USED, SOLD, OR COMMERCIALLY TRANSFERRED, UNDER THE TERMS OF THIS LICENSE, WILL BE FREE FROM INFRINGEMENT OF TO ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS. 11.3. NOTHING IN THIS AGREEMENT, EITHER EXPRESS OR IMPLIED, OBLIGATES FOUNDATION EITHER TO BRING OR TO PROSECUTE ACTIONS OR SUITS AGAINST THIRD PARTIES FOR PATENT INFRINGEMENT OR ENFORCEMENT OR TO FURNISH ANY INTELLECTUAL PROPERTY, INFORMATION OR MATERIALS NOT PROVIDED IN THE LICENSED SUBJECT MATTER. 11.4. IN NO EVENT WILL FOUNDATION BE LIABLE FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIALINDIRECT, PUNITIVEEXEMPLARY, SPECIAL OR CONSEQUENTIAL PUNITIVE DAMAGES RESULTING FROM THE EXERCISE WHETHER ARISING OUT OF THIS LICENSE BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR THE USE OTHERWISE, REGARDLESS OF THE LICENSED SUBJECT MATTER, WHETHER SUCH DAMAGE WAS OR PRODUCTS, INCLUDING, WITHOUT LIMITATION, FOR LOST PROFITS, LOST BUSINESS OPPORTUNITY, INVENTORY LOSS, WORK STOPPAGE, LOST DATA, OR DOWNTIME, SHOULD HAVE BEEN FORESEEABLE AND WHETHER OR NOT FOUNDATION THE UNIVERSITY HAS BEEN ADVISED OF THE POSSIBILITY POSSIBLITY OF SUCH DAMAGES. 11.5. IN NO EVENT WILL FOUNDATIONSHALL THE UNIVERSITY’S AGGREGATE LIABILITY TO LICENSEE OR ANY THIRD PARTY FOR ANY 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 WHETHER ARISING OUT OF THE FORM OR RELATED TO BREACH OF ACTION CONTRACT, TORT (INCLUDING NEGLIGENCE) OR LEGAL THEORYOTHERWISE, EXCEED THE FEES RECEIVED BY FOUNDATION PAYABLE HEREUNDER. 7.3 USER SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS THE UNIVERSITY, ITS TRUSTEES, OFFICERS, AGENTS, REPRESENTATIVES AND EMPLOYEES FROM LICENSEE PURSUANT AND AGAINST ANY AND ALL EXPENSE, CLAIM, LIABILITY, LOSS, DAMAGE OR COST (INCLUDING REASONABLE ATTORNEYS’ FEES) IN CONECTION WITH OR IN ANY WAY ARISING OUT OF THE SERVICES PERFORMED HERUNDER, INCLUDING BUT NOT LIMITED TO THIS AGREEMENT. LIMITATIONS PERSONAL INJURY, DEATH, DAMAGE TO PROPERTY, OR USER’S USE OF LIABILITY REFLECT THE ALLOCATION OF RISK BETWEEN DATA OR RESULTS FROM THE PARTIESSERVICES. THE LIMITATIONS SPECIFIED IN THIS SECTION 10.7 WILL SURVIVE AND FOREGOING INDEMNITY SHALL NOT APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED THE EXTENT THE CLAIMS ARE THE RESULT OF ITS ESSENTIAL PURPOSETHE GROSSLY NEGLIGENT ACTS OR OMISSIONS OR THE WILLFUL MISCONDUCT OF THE UNIVERSITY. 11.6. THIS AGREEMENT DOES NOT CONFER BY IMPLICATION, ESTOPPEL, OR OTHERWISE ANY LICENSE OR RIGHTS TO ANY OTHER FOUNDATION PROPERTY OTHER THAN THOSE RIGHTS EXPRESSLY STATED HEREIN.

Warranty and Liability. 11.1. FOUNDATION WARRANTS TO LICENSEE THAT IT HAS THE LAWFUL RIGHT TO GRANT TO LICENSEE THE LICENSES UNDER THE LICENSED SUBJECT MATTER AS SET FORTH HEREIN. 11.1 EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, FOUNDATION MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND VALIDITY OF PATENT RIGHTS AND/OR TECHNICAL INFORMATION; AND ALL RIGHTS TO PATENT RIGHTS, TECHNICAL INFORMATION AND ANY MATERIALS SPECIFICALLY PROVIDED BY FOUNDATION UNDER THIS AGREEMENT ARE PROVIDED “AS-IS”. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF LICENSED SUBJECT MATTER IS WITH THE LICENSEE. 11.2. NO WARRANTY OR REPRESENTATION IS MADE THAT ANYTHING MADE, USED, SOLD, OR COMMERCIALLY TRANSFERRED, UNDER THE TERMS OF THIS LICENSE, WILL BE FREE FROM INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS. 11.3. NOTHING IN THIS AGREEMENT, EITHER EXPRESS THE PUBLICATIONS ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT ANY WARRANTIES INCLUDING ANY AS TO ACCURACY, COMPLETENESS, MERCHANTABILITY, QUALITY OF METADATA, FITNESS FOR PURPOSE, OR IMPLIEDOTHERWISE. ANY STATEMENTS MADE TO THE CONTRARY ARE VOID. ALL WARRANTIES, OBLIGATES FOUNDATION EITHER REPRESENTATIONS, CONDITIONS AND ALL OTHER TERMS OF ANY KIND WHATSOEVER IMPLIED BY STATUTE, COMMON LAW OR OTHERWISE, ARE, TO BRING OR TO PROSECUTE ACTIONS OR SUITS AGAINST THIRD PARTIES FOR PATENT INFRINGEMENT OR ENFORCEMENT OR TO FURNISH ANY INTELLECTUAL PROPERTYTHE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, INFORMATION OR MATERIALS NOT PROVIDED IN THE LICENSED SUBJECT MATTEREXCLUDED FROM THIS AGREEMENT. 11.411.2 THE PUBLICATIONS ARE NOT INTENDED TO ACT AS A SUBSTITUTE FOR THE PROFESSIONAL JUDGEMENT OF A LICENSED MEDICAL PROFESSIONAL. IN NO EVENT WILL FOUNDATION BE LIABLE EACH AUTHORISED USER USES THE PUBLICATIONS AT THEIR SOLE RISK. NEITHER WE, NOR OUR AFFILIATES, SHALL HAVE LIABILITY FOR ANY INCIDENTAL, SPECIAL, PUNITIVEACT(S) OR OMISSION(S) BY YOU OR BY ANY AUTHORISED USER ARISING OUT OF, OR CONSEQUENTIAL DAMAGES RESULTING FROM IN CONNECTION WITH, THE EXERCISE PUBLICATIONS AND INCLUDING ANY ASPECT OF THIS LICENSE ANY TREATMENT ADMINISTERED TO PATIENTS. NEITHER WE, NOR OUR AFFILIATES, ADVOCATE OR ENDORSE THE USE OF ANY DRUG OR THERAPY REFERRED TO IN THE LICENSED SUBJECT MATTERPUBLICATIONS. 11.3 TO THE FULLEST EXTENT PERMITTED BY LAW AND OTHER THAN EXPRESSLY PROVIDED FOR HEREIN, IN NO CIRCUMSTANCES SHALL WE OR OUR AFFILIATES BE LIABLE TO YOU, TO AN AUTHORISED USER, OR PRODUCTS, INCLUDING, WITHOUT LIMITATIONTO ANY OTHER PARTY, FOR LOST ANY LOSS OF PROFITS, LOST BUSINESS OPPORTUNITYLOSS OF BUSINESS, INVENTORY LOSSWASTED EXPENDITURE, WORK STOPPAGE, LOST DATA, DEPLETION OF GOODWILL AND/OR DOWNTIME, WHETHER OR NOT FOUNDATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 11.5. IN NO EVENT WILL FOUNDATION’S AGGREGATE LIABILITY TO LICENSEE OR ANY THIRD PARTY FOR ANY CLAIMS, SIMILAR LOSSES, INJURIESLOSS OR CORRUPTION OF DATA OR INFORMATION, SUITSOR, DEMANDSANY SPECIAL, JUDGMENTSINDIRECT, LIABILITIESINCIDENTAL OR CONSEQUENTIAL LOSS, COSTS, EXPENSESDAMAGES, CHARGES OR EXPENSES ARISING OUT OF, OR DAMAGES, FOR ANY CAUSE WHATSOEVER IN CONNECTION WITH THIS AGREEMENT OR THE PUBLICATIONS (INCLUDING, BUT NOT LIMITED TO, THOSE ARISING OUT OF OR RELATED AN INABILITY TO THIS AGREEMENTACCESS THE PUBLICATIONS), AND REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY, EXCEED THE FEES RECEIVED BY FOUNDATION FROM LICENSEE PURSUANT TO THIS AGREEMENT. LIMITATIONS OF LIABILITY REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES. THE LIMITATIONS SPECIFIED IN THIS SECTION 10.7 WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED . 11.4 NOTHING IN THIS AGREEMENT IS FOUND SEEKS TO EXCLUDE LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE OR FRAUDULENT MISSTATEMENT. IF WE, OR OUR AFFILIATES, HAVE FAILED ANY LIABILITY UNDER THIS AGREEMENT, OUR COMBINED AGGREGATE LIABILITY SHALL NOT EXCEED THE FEE PAID BY YOU DURING THE 12-MONTH PERIOD PRECEDING ANY SUCH CLAIM OR NOTICE OF ITS ESSENTIAL PURPOSE. 11.6DAMAGES. REFERENCES TO “LIABILITY” IN THIS AGREEMENT DOES NOT CONFER BY IMPLICATIONINCLUDE EVERY KIND OF LIABILITY ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE PUBLICATIONS INCLUDING LIABILITY IN CONTRACT, ESTOPPELTORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, RESTITUTION OR OTHERWISE ANY LICENSE OR RIGHTS TO ANY OTHER FOUNDATION PROPERTY OTHER THAN THOSE RIGHTS EXPRESSLY STATED HEREINOTHERWISE.

Warranty and Liability. 11.1. FOUNDATION WARRANTS TO LICENSEE THAT IT HAS THE LAWFUL RIGHT TO GRANT TO LICENSEE THE LICENSES UNDER THE LICENSED SUBJECT MATTER ‌ 10.1 Warranty Nearmap agrees to use industry standard GPS to ensure captured imagery has accurate geographical positioning.‌ 10.2 DISCLAIMER OF WARRANTIES OTHER THAN AS SET FORTH HEREIN. EXCEPT IN SECTION 10.1, THE WEBSITE AND THE PRODUCTS ARE PROVIDED ON AN "AS OTHERWISE EXPRESSLY SET FORTH HEREINIS" AND "AS AVAILABLE" BASIS, FOUNDATION MAKES NO REPRESENTATIONS AND EXTENDS NO WITHOUT ANY WARRANTIES OF ANY KINDKIND TO THE FULLEST EXTENT PERMITTED BY LAW. NEARMAP AND ITS CONTENT PROVIDERS, EITHER EXPRESS AGENTS AND AFFILIATES EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS, STATUTORY OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTY ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND VALIDITY COURSE OF PATENT RIGHTS AND/DEALING OR TECHNICAL INFORMATION; PERFORMANCE. 10.3 NO REPRESENTATIONS WHILE NEARMAP USES REASONABLE EFFORTS TO ENSURE THE ACCURACY, CORRECTNESS AND ALL RIGHTS TO PATENT RIGHTSRELIABILITY OF THE PRODUCTS AND THE WEBSITE, TECHNICAL INFORMATION AND ANY MATERIALS PROVIDED BY FOUNDATION UNDER THIS AGREEMENT ARE PROVIDED “AS-IS”. THE ENTIRE RISK NEARMAP MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE QUALITY ACCURACY, CORRECTNESS OR RELIABILITY OF ANY PRODUCT OR CONTENT CONTAINED ON THE WEBSITE. THE PRODUCTS AND PERFORMANCE THE WEBSITE ARE SUBJECT TO ERRORS, OMISSIONS, INACCURACIES AND DISTORTIONS AND NEARMAP WILL NOT BE RESPONSIBLE FOR, OR LIABLE FOR ANY CLAIMS MADE BY OR ARISING OUT OF, ANY PERSON OR ENTITY SEEKING TO RELY ON ANY OF LICENSED SUBJECT MATTER IS WITH THE LICENSEEPRODUCTS OR THE WEBSITE. 11.2. NO 10.4 LIMIT OF LIABILITY NEARMAP’S LIABILITY FOR: (A) A BREACH OF A WARRANTY UNDER SECTION 10.1; OR REPRESENTATION (B) A BREACH OF A WARRANTY WHICH IS MADE THAT ANYTHING MADE, USED, SOLD, IMPLIED OR COMMERCIALLY TRANSFERRED, IMPOSED IN RELATION TO THIS LICENSE UNDER THE TERMS OF THIS LICENSELEGISLATION AND CANNOT BE EXCLUDED, WILL BE FREE FROM INFRINGEMENT LIMITED TO, AT NEARMAP’S OPTION, REPLACING OR REPAIRING THE PRODUCTS OR SUPPLYING PRODUCTS EQUIVALENT TO THE RELEVANT PRODUCTS, OR PAYING THE COST OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTSREPLACING OR REPAIRING THE PRODUCTS. 11.3. NOTHING IN THIS AGREEMENT10.5 NO LIABILITY FOR CLAIMS TO THE EXTENT PERMITTED BY LAW, EITHER EXPRESS OR IMPLIED, OBLIGATES FOUNDATION EITHER TO BRING OR TO PROSECUTE ACTIONS OR SUITS AGAINST THIRD PARTIES FOR PATENT INFRINGEMENT OR ENFORCEMENT OR TO FURNISH ANY INTELLECTUAL PROPERTY, INFORMATION OR MATERIALS NOT PROVIDED IN THE LICENSED SUBJECT MATTER. 11.4. IN NO EVENT WILL FOUNDATION NEARMAP, ITS CONTENT PROVIDERS, AGENTS OR AFFILIATES BE LIABLE FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, CLAIMS OF ANY KIND ARISING FROM OR CONSEQUENTIAL DAMAGES RESULTING FROM THE EXERCISE OF THIS LICENSE OR CONNECTED WITH THE USE OF THE LICENSED SUBJECT MATTERWEBSITE OR THE PRODUCTS, OR THE UNAVAILABILITY OF THE SAME, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, AND DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES, WHETHER IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE. THE LICENSEE IS RESPONSIBLE FOR THE ENTIRE COST OF ALL SERVICING, REPAIR OR CORRECTION REQUIRED DUE TO THE LICENSEE’S USE OF THIS WEBSITE OR THE PRODUCTS, INCLUDING. THIS EXCLUSION APPLIES, WITHOUT LIMITATION, FOR LOST PROFITS, LOST BUSINESS OPPORTUNITY, INVENTORY LOSS, WORK STOPPAGE, LOST DATA, TO ANY CLAIMS CAUSED BY OR DOWNTIME, WHETHER OR NOT FOUNDATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGESRESULTING FROM RELIANCE BY A USER ON ANY INFORMATION OBTAINED FROM NEARMAP. 11.5. 10.6 AGGREGATE LIMIT IN NO EVENT WILL FOUNDATION’S THE AGGREGATE LIABILITY TO LICENSEE OF NEARMAP, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR ANY THIRD PARTY FOR ANY CLAIMSIMPUTED), LOSSESPRODUCT LIABILITY, INJURIESSTRICT LIABILITY OR OTHER THEORY, SUITS, DEMANDS, JUDGMENTS, LIABILITIES, COSTS, EXPENSES, OR DAMAGES, FOR ANY CAUSE WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, THOSE ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT), AND REGARDLESS THE USE OF THE FORM PRODUCTS EXCEED ANY COMPENSATION OR FEE THE LICENSEE HAS PAID, IF ANY, TO NEARMAP FOR ACCESS TO OR USE OF ACTION THE PRODUCTS OVER THE TWELVE (12) MONTH PERIOD PRIOR TO THE ALLEGED DEFAULT, BREACH OR LEGAL THEORY, EXCEED EVENT GIVING RISE TO THE FEES RECEIVED BY FOUNDATION FROM LICENSEE PURSUANT TO THIS AGREEMENT. LIMITATIONS OF LIABILITY REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES. THE LIMITATIONS SPECIFIED IN THIS SECTION 10.7 WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSELIABILITY. 11.610.7 Third Party Providers The Licensee acknowledges that Nearmap relies on the services of Third Party Providers in order to supply the products and services. THIS AGREEMENT DOES NOT CONFER BY IMPLICATIONWithout limiting any of the above, ESTOPPELfor the avoidance of doubt, OR OTHERWISE ANY LICENSE OR RIGHTS TO ANY OTHER FOUNDATION PROPERTY OTHER THAN THOSE RIGHTS EXPRESSLY STATED HEREINto the fullest extent permitted by applicable law, Nearmap will not be liable for any loss, damage, or cost of any kind, which is caused, or contributed to, by a third party service provider.

Warranty and Liability. 11.1. FOUNDATION WARRANTS TO LICENSEE THAT IT HAS THE LAWFUL RIGHT TO GRANT TO LICENSEE THE LICENSES UNDER THE LICENSED SUBJECT MATTER AS SET FORTH HEREIN. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, FOUNDATION MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND VALIDITY OF PATENT RIGHTS AND/CLAIMS, ISSUED OR TECHNICAL INFORMATION; AND ALL RIGHTS TO PATENT RIGHTS, TECHNICAL INFORMATION AND ANY MATERIALS PROVIDED BY FOUNDATION UNDER THIS AGREEMENT ARE PROVIDED “AS-IS”. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF LICENSED SUBJECT MATTER IS WITH THE LICENSEEPENDING. 11.2. NO WARRANTY OR REPRESENTATION IS MADE THAT ANYTHING MADE, USED, SOLD, SOLD OR COMMERCIALLY TRANSFERRED, TRANSFERRED UNDER THE TERMS OF THIS LICENSE, LICENSE WILL BE FREE FROM INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTSPATENTS OR COPYRIGHT CLAIMS. 11.3. NOTHING IN THIS AGREEMENT, EITHER EXPRESS OR IMPLIED, OBLIGATES FOUNDATION EITHER TO BRING OR TO PROSECUTE ACTIONS OR SUITS AGAINST THIRD PARTIES FOR PATENT OR COPYRIGHT INFRINGEMENT OR ENFORCEMENT OR TO FURNISH ANY INTELLECTUAL PROPERTY, INFORMATION KNOW-HOW OR MATERIALS TRADE SECRETS NOT PROVIDED IN THE LICENSED SUBJECT MATTERFOUNDATION’S COPYRIGHT RIGHTS OR PATENT RIGHTS. 11.4. IN NO EVENT WILL FOUNDATION BE LIABLE FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THE EXERCISE OF THIS LICENSE OR THE USE OF THE TECHNOLOGY, LICENSED SUBJECT MATTERPRODUCT OR LICENSED METHOD, OR PRODUCTS, INCLUDING, WITHOUT LIMITATION, INCLUDING FOR LOST PROFITS, LOST BUSINESS OPPORTUNITY, INVENTORY LOSS, WORK STOPPAGE, LOST DATA, DATA OR DOWNTIME, WHETHER OR NOT FOUNDATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 11.5. IN NO EVENT WILL FOUNDATION’S AGGREGATE LIABILITY TO LICENSEE OR ANY THIRD PARTY FOR ANY 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 FEES RECEIVED BY FOUNDATION FROM LICENSEE [*] INDICATES CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO THIS AGREEMENT. LIMITATIONS OF LIABILITY REFLECT A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE ALLOCATION OF RISK BETWEEN THE PARTIES. THE LIMITATIONS SPECIFIED IN THIS SECTION 10.7 WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. 11.6COMMISSION 11.5. THIS AGREEMENT DOES NOT CONFER BY IMPLICATION, ESTOPPEL, OR OTHERWISE ANY LICENSE OR RIGHTS TO ANY OTHER FOUNDATION PROPERTY OTHER THAN THOSE RIGHTS EXPRESSLY STATED HEREIN.

Warranty and Liability. 11.1Warranty Nearmap agrees to use industry standard GPS to ensure captured imagery has accurate geographical positioning. FOUNDATION WARRANTS TO LICENSEE THAT IT HAS THE LAWFUL RIGHT TO GRANT TO LICENSEE THE LICENSES UNDER THE LICENSED SUBJECT MATTER DISCLAIMER OF WARRANTIES OTHER THAN AS SET FORTH HEREIN. EXCEPT IN SECTION 9.1, THE WEBSITE AND THE PRODUCTS ARE PROVIDED ON AN "AS OTHERWISE EXPRESSLY SET FORTH HEREINIS" AND "AS AVAILABLE" BASIS, FOUNDATION MAKES NO REPRESENTATIONS AND EXTENDS NO WITHOUT ANY WARRANTIES OF ANY KINDKIND TO THE FULLEST EXTENT PERMITTED BY LAW. NEARMAP AND ITS CONTENT PROVIDERS, EITHER EXPRESS AGENTS, MANDATARIES AND AFFILIATES EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES, CONDITIONS AND GUARANTEES, WHETHER EXPRESS, STATUTORY OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTY ANY IMPLIED REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND VALIDITY COURSE OF PATENT RIGHTS AND/DEALING OR TECHNICAL INFORMATION; PERFORMANCE. NO REPRESENTATIONS WHILE NEARMAP USES REASONABLE EFFORTS TO ENSURE THE ACCURACY, CORRECTNESS AND ALL RIGHTS TO PATENT RIGHTSRELIABILITY OF THE CONTENT, TECHNICAL INFORMATION THE PRODUCTS AND ANY MATERIALS PROVIDED BY FOUNDATION UNDER THIS AGREEMENT ARE PROVIDED “AS-IS”. THE ENTIRE RISK WEBSITE, NEARMAP MAKES NO REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES AS TO THE QUALITY ACCURACY, CORRECTNESS OR RELIABILITY OF ANY PRODUCT OR CONTENT CONTAINED ON THE WEBSITE. THE PRODUCTS AND PERFORMANCE OF LICENSED THE WEBSITE ARE SUBJECT MATTER IS WITH THE LICENSEE. 11.2. NO WARRANTY OR REPRESENTATION IS MADE THAT ANYTHING MADETO ERRORS, USEDOMISSIONS, SOLDINACCURACIES AND DISTORTIONS AND NEARMAP WILL NOT BE RESPONSIBLE FOR, OR COMMERCIALLY TRANSFERREDLIABLE FOR ANY CLAIMS MADE BY OR ARISING OUT OF, ANY PERSON OR ENTITY SEEKING TO RELY ON ANY OF THE PRODUCTS OR THE WEBSITE. LIMIT OF LIABILITY NEARMAP’S LIABILITY FOR: (A) A BREACH OF A WARRANTY UNDER THE TERMS SECTION 9.1; OR (B) A BREACH OF A REPRESENTATION, WARRANTY, CONDITION OR GUARANTEE WHICH IS IMPLIED OR IMPOSED IN RELATION TO THIS LICENSELICENSE UNDER LEGISLATION AND CANNOT BE EXCLUDED, WILL BE FREE FROM INFRINGEMENT LIMITED TO, AT NEARMAP’S OPTION, REPLACING OR REPAIRING THE PRODUCTS OR SUPPLYING PRODUCTS EQUIVALENT TO THE RELEVANT PRODUCTS, OR PAYING THE COST OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS. 11.3REPLACING OR REPAIRING THE PRODUCTS. NOTHING IN THIS AGREEMENTNO LIABILITY FOR CLAIMS TO THE EXTENT PERMITTED BY LAW, EITHER EXPRESS OR IMPLIED, OBLIGATES FOUNDATION EITHER TO BRING OR TO PROSECUTE ACTIONS OR SUITS AGAINST THIRD PARTIES FOR PATENT INFRINGEMENT OR ENFORCEMENT OR TO FURNISH ANY INTELLECTUAL PROPERTY, INFORMATION OR MATERIALS NOT PROVIDED IN THE LICENSED SUBJECT MATTER. 11.4. IN NO EVENT WILL FOUNDATION NEARMAP, ITS CONTENT PROVIDERS, AGENTS, MANDATARIES OR AFFILIATES BE LIABLE FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, CLAIMS OF ANY KIND ARISING FROM OR CONSEQUENTIAL DAMAGES RESULTING FROM THE EXERCISE OF THIS LICENSE OR CONNECTED WITH THE USE OF THE LICENSED SUBJECT MATTERWEBSITE, THE CONTENT OR THE PRODUCTS, OR THE UNAVAILABILITY OF THE SAME, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, AND DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES, WHETHER IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), EXTRACONTRACTUAL LIABILITY, OR OTHERWISE. THE LICENSEE IS RESPONSIBLE FOR THE ENTIRE COST OF ALL SERVICING, REPAIR OR CORRECTION REQUIRED DUE TO THE LICENSEE’S USE OF THIS WEBSITE, THE CONTENT OR THE PRODUCTS, INCLUDING. THIS EXCLUSION APPLIES, WITHOUT LIMITATION, FOR LOST PROFITS, LOST BUSINESS OPPORTUNITY, INVENTORY LOSS, WORK STOPPAGE, LOST DATA, TO ANY CLAIMS CAUSED BY OR DOWNTIME, WHETHER OR NOT FOUNDATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 11.5RESULTING FROM RELIANCE BY A USER ON ANY INFORMATION OBTAINED FROM NEARMAP. AGGREGATE LIMIT IN NO EVENT WILL FOUNDATION’S THE AGGREGATE LIABILITY TO LICENSEE OF NEARMAP, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR ANY THIRD PARTY FOR ANY CLAIMSIMPUTED), LOSSESEXTRACONTRACTUAL LIABILITY, INJURIESPRODUCT LIABILITY, SUITSSTRICT LIABILITY OR OTHER THEORY, DEMANDS, JUDGMENTS, LIABILITIES, COSTS, EXPENSES, OR DAMAGES, FOR ANY CAUSE WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, THOSE ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENTTHE USE OF THE PRODUCTS, THE CONTENT OR THE WEBSITE EXCEED ANY COMPENSATION OR FEE THE LICENSEE HAS PAID, IF ANY, TO NEARMAP FOR ACCESS TO OR USE OF THE PRODUCTS OVER THE 12 MONTH PERIOD PRIOR TO THE ALLEGED DEFAULT, BREACH OR EVENT GIVING RISE TO THE LIABILITY. Third Party Providers The Licensee acknowledges that Nearmap relies on the services of Third Party Providers in order to supply the Products and related services. Without limiting any of the above, to the fullest extent permitted by applicable law, Nearmap will not be liable for any loss, damage, or cost of any kind, which is caused, or contributed to, by a third party service provider. Indemnity The Licensee agrees to indemnify Nearmap and its directors, officers, employees, agents, mandataries and subcontractors, from and against any and all direct or indirect claims, damages, losses, liabilities, expenses and costs (including reasonable attorney’s fees and costs) arising from or out of: the Licensee’s actual or alleged breach of any provisions of this Agreement; the Licensee’s use of the Product for any purpose; and the Licensee’s use of, or any third party’s use of, or inability to use, any Derivative Works, including without limitation, any output from the Derivative Works. Notice of claim Nearmap will provide the Licensee with notice of any claim or allegation under section 9.8, and Nearmap has the right to participate in the defense of any such claim at its expense. Subject to section 9, if any third party brings a Claim against the Licensee alleging that the Licensee’s use of the Products in accordance with this License infringes their copyright (“Infringement Claim”), AND REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORYNearmap will defend the Licensee against the Claim and pay any settlement to which Nearmap consents or final court-awarded damages for which the Licensee is liable. The Licensee must: promptly notify Nearmap of any such Infringement Claim; not make any admissions in relation to the Infringement Claim without Nearmap's prior written consent; permit Nearmap to conduct the defense of the Infringement Claim including all negotiations for settlement; and provide Nearmap with any assistance reasonably requested to allow Nearmap to defend the Infringement Claim. Nearmap will have no liability for any Infringement Claim: that arises from any: use of the Product in violation of this Agreement; modification of the Product by anyone other than Nearmap or a party authorized by Nearmap in writing to modify the portion of the Product applicable to the Infringement Claim; or third-party products, EXCEED THE FEES RECEIVED BY FOUNDATION FROM LICENSEE PURSUANT TO THIS AGREEMENTservices, hardware, software or other materials, or a combination of these with the Products, which would not be infringing without this combination; or if the Licensee fails to comply with section 10.2. LIMITATIONS OF LIABILITY REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES. THE LIMITATIONS SPECIFIED IN THIS SECTION 10.7 WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSETo the maximum extent permitted by law, this section 10 sets out Nearmap’s sole and exclusive liability, and the Licensee’s sole and exclusive remedy, for any third party Infringement Claims brought against the Licensee in relation to an infringement of Intellectual Property Rights. 11.6. THIS AGREEMENT DOES NOT CONFER BY IMPLICATION, ESTOPPEL, OR OTHERWISE ANY LICENSE OR RIGHTS TO ANY OTHER FOUNDATION PROPERTY OTHER THAN THOSE RIGHTS EXPRESSLY STATED HEREIN.

Warranty and Liability. 11.1. FOUNDATION WARRANTS TO LICENSEE THAT IT HAS THE LAWFUL RIGHT TO GRANT TO LICENSEE THE LICENSES UNDER THE LICENSED SUBJECT MATTER AS SET FORTH HEREIN. a) EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, FOUNDATION MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND VALIDITY OF PATENT RIGHTS AND/INVENTIONS, RESEARCH RESULTS, PROTOTYPES, PROJECT MATERIALS, REPORTS OR TECHNICAL INFORMATION; AND ANY OTHER MATERIAL PROVIDED UNDER THIS RESEARCH AGREEMENT. ALL RIGHTS TO PATENT RIGHTSINVENTIONS, TECHNICAL INFORMATION AND RESEARCH RESULTS, PROTOTYPES, PROJECT MATERIALS, REPORTS OR ANY MATERIALS OTHER MATERIAL PROVIDED BY FOUNDATION UNDER THIS RESEARCH AGREEMENT ARE PROVIDED “AS-IS”. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF LICENSED SUBJECT MATTER IS WITH THE LICENSEE. 11.2. b) NO WARRANTY OR REPRESENTATION IS MADE THAT ANYTHING MADE, USED, SOLD, OR COMMERCIALLY TRANSFERRED, UNDER THE TERMS OF THIS LICENSE, WILL BE FREE FROM INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS. 11.3. c) NOTHING IN THIS RESEARCH AGREEMENT, EITHER EXPRESS OR IMPLIED, OBLIGATES FOUNDATION EITHER TO BRING OR TO PROSECUTE ACTIONS OR SUITS AGAINST THIRD PARTIES FOR PATENT INFRINGEMENT OR ENFORCEMENT OF RIGHTS OR TO FURNISH ANY INTELLECTUAL PROPERTY, INFORMATION OR MATERIALS NOT EXPLICITLY PROVIDED IN THE LICENSED SUBJECT MATTERFOR UNDER THIS RESEARCH AGREEMENT. 11.4. d) IN NO EVENT WILL FOUNDATION BE LIABLE FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES RESULTING FROM THE EXERCISE PERFORMANCE OF THIS LICENSE RESEARCH AGREEMENT OR THE USE OF THE LICENSED SUBJECT MATTERINVENTIONS, RESEARCH RESULTS, PROTOTYPES, PROJECT MATERIALS, REPORTS OR PRODUCTS, ANY OTHER MATERIAL PROVIDED UNDER THIS RESEARCH AGREEMENT INCLUDING, WITHOUT LIMITATION, FOR LOST PROFITS, LOST BUSINESS OPPORTUNITY, INVENTORY LOSS, WORK STOPPAGE, LOST DATA, OR DOWNTIME, WHETHER OR NOT FOUNDATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 11.5. e) IN NO EVENT WILL FOUNDATION’S AGGREGATE LIABILITY TO LICENSEE OR ANY THIRD PARTY FOR ANY 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 RESEARCH AGREEMENT), AND REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY, EXCEED THE FEES RECEIVED BY FOUNDATION FROM LICENSEE SPONSOR PURSUANT TO THIS RESEARCH AGREEMENT. LIMITATIONS OF LIABILITY REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES. THE LIMITATIONS SPECIFIED IN THIS SECTION 10.7 ARTICLE 9 WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS RESEARCH AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. 11.6. f) THIS RESEARCH AGREEMENT DOES NOT CONFER BY IMPLICATION, ESTOPPEL, OR OTHERWISE ANY LICENSE OR RIGHTS TO ANY OTHER FOUNDATION PROPERTY OTHER THAN THOSE RIGHTS EXPRESSLY STATED HEREIN.

Warranty and Liability. 11.1. FOUNDATION WARRANTS TO LICENSEE THAT IT HAS THE LAWFUL RIGHT TO GRANT TO LICENSEE THE LICENSES UNDER THE LICENSED SUBJECT MATTER 10.1 Warranty Nearmap agrees to use industry standard GPS to ensure captured imagery has accurate geographical positioning.‌ 10.2 DISCLAIMER OF WARRANTIES OTHER THAN AS SET FORTH HEREIN. EXCEPT IN SECTION 10.1, THE WEBSITE AND THE PRODUCTS ARE PROVIDED ON AN "AS OTHERWISE EXPRESSLY SET FORTH HEREINIS" AND "AS AVAILABLE" BASIS, FOUNDATION MAKES NO REPRESENTATIONS AND EXTENDS NO WITHOUT ANY WARRANTIES OF ANY KINDKIND TO THE FULLEST EXTENT PERMITTED BY LAW. NEARMAP AND ITS CONTENT PROVIDERS, EITHER EXPRESS AGENTS AND AFFILIATES EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS, STATUTORY OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTY ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND VALIDITY COURSE OF PATENT RIGHTS AND/DEALING OR TECHNICAL INFORMATION; PERFORMANCE. 10.3 NO REPRESENTATIONS WHILE NEARMAP USES REASONABLE EFFORTS TO ENSURE THE ACCURACY, CORRECTNESS AND ALL RIGHTS TO PATENT RIGHTSRELIABILITY OF THE PRODUCTS AND THE WEBSITE, TECHNICAL INFORMATION AND ANY MATERIALS PROVIDED BY FOUNDATION UNDER THIS AGREEMENT ARE PROVIDED “AS-IS”. THE ENTIRE RISK NEARMAP MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE QUALITY ACCURACY, CORRECTNESS OR RELIABILITY OF ANY PRODUCT OR CONTENT CONTAINED ON THE WEBSITE. THE PRODUCTS AND PERFORMANCE THE WEBSITE ARE SUBJECT TO ERRORS, OMISSIONS, INACCURACIES AND DISTORTIONS AND NEARMAP WILL NOT BE RESPONSIBLE FOR, OR LIABLE FOR ANY CLAIMS MADE BY OR ARISING OUT OF, ANY PERSON OR ENTITY SEEKING TO RELY ON ANY OF LICENSED SUBJECT MATTER IS WITH THE LICENSEEPRODUCTS OR THE WEBSITE. 11.2. NO 10.4 LIMIT OF LIABILITY NEARMAP’S LIABILITY FOR: (A) A BREACH OF A WARRANTY UNDER SECTION 10.1; OR REPRESENTATION (B) A BREACH OF A WARRANTY WHICH IS MADE THAT ANYTHING MADE, USED, SOLD, IMPLIED OR COMMERCIALLY TRANSFERRED, IMPOSED IN RELATION TO THIS LICENSE UNDER THE TERMS OF THIS LICENSELEGISLATION AND CANNOT BE EXCLUDED, WILL BE FREE FROM INFRINGEMENT LIMITED TO, AT NEARMAP’S OPTION, REPLACING OR REPAIRING THE PRODUCTS OR SUPPLYING PRODUCTS EQUIVALENT TO THE RELEVANT PRODUCTS, OR PAYING THE COST OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTSREPLACING OR REPAIRING THE PRODUCTS. 11.3. NOTHING IN THIS AGREEMENT10.5 NO LIABILITY FOR CLAIMS TO THE EXTENT PERMITTED BY LAW, EITHER EXPRESS OR IMPLIED, OBLIGATES FOUNDATION EITHER TO BRING OR TO PROSECUTE ACTIONS OR SUITS AGAINST THIRD PARTIES FOR PATENT INFRINGEMENT OR ENFORCEMENT OR TO FURNISH ANY INTELLECTUAL PROPERTY, INFORMATION OR MATERIALS NOT PROVIDED IN THE LICENSED SUBJECT MATTER. 11.4. IN NO EVENT WILL FOUNDATION NEARMAP, ITS CONTENT PROVIDERS, AGENTS OR AFFILIATES BE LIABLE FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, CLAIMS OF ANY KIND ARISING FROM OR CONSEQUENTIAL DAMAGES RESULTING FROM THE EXERCISE OF THIS LICENSE OR CONNECTED WITH THE USE OF THE LICENSED SUBJECT MATTERWEBSITE OR THE PRODUCTS, OR THE UNAVAILABILITY OF THE SAME, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, AND DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES, WHETHER IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE. THE LICENSEE IS RESPONSIBLE FOR THE ENTIRE COST OF ALL SERVICING, REPAIR OR CORRECTION REQUIRED DUE TO THE LICENSEE’S USE OF THIS WEBSITE OR THE PRODUCTS, INCLUDING. THIS EXCLUSION APPLIES, WITHOUT LIMITATION, FOR LOST PROFITS, LOST BUSINESS OPPORTUNITY, INVENTORY LOSS, WORK STOPPAGE, LOST DATA, TO ANY CLAIMS CAUSED BY OR DOWNTIME, WHETHER OR NOT FOUNDATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGESRESULTING FROM RELIANCE BY A USER ON ANY INFORMATION OBTAINED FROM NEARMAP. 11.5. 10.6 AGGREGATE LIMIT IN NO EVENT WILL FOUNDATION’S THE AGGREGATE LIABILITY TO LICENSEE OF NEARMAP, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR ANY THIRD PARTY FOR ANY CLAIMSIMPUTED), LOSSESPRODUCT LIABILITY, INJURIESSTRICT LIABILITY OR OTHER THEORY, SUITS, DEMANDS, JUDGMENTS, LIABILITIES, COSTS, EXPENSES, OR DAMAGES, FOR ANY CAUSE WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, THOSE ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT), AND REGARDLESS THE USE OF THE FORM PRODUCTS EXCEED ANY COMPENSATION OR FEE THE LICENSEE HAS PAID, IF ANY, TO NEARMAP FOR ACCESS TO OR USE OF ACTION THE PRODUCTS OVER THE TWELVE (12) MONTH PERIOD PRIOR TO THE ALLEGED DEFAULT, BREACH OR LEGAL THEORY, EXCEED EVENT GIVING RISE TO THE FEES RECEIVED BY FOUNDATION FROM LICENSEE PURSUANT TO THIS AGREEMENT. LIMITATIONS OF LIABILITY REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES. THE LIMITATIONS SPECIFIED IN THIS SECTION 10.7 WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSELIABILITY. 11.610.7 Third Party Providers The Licensee acknowledges that Nearmap relies on the services of Third Party Providers in order to supply the products and services. THIS AGREEMENT DOES NOT CONFER BY IMPLICATIONWithout limiting any of the above, ESTOPPELfor the avoidance of doubt, OR OTHERWISE ANY LICENSE OR RIGHTS TO ANY OTHER FOUNDATION PROPERTY OTHER THAN THOSE RIGHTS EXPRESSLY STATED HEREINto the fullest extent permitted by applicable law, Nearmap will not be liable for any loss, damage, or cost of any kind, which is caused, or contributed to, by a third party service provider.