Common use of Warranty and Liability Clause in Contracts

Warranty and Liability. 4.1 NLR warrants that NLR has the right to grant the license as defined in the Agreement. 4.2 To the best of NLR’s knowledge and belief, the software does not infringe any third party copyright or any other intellectual property. Any responsibility or liability of NLR for claims, costs, expenses and/or consequential losses or damages resulting from or arising out of any infringement of intellectual property rights is excluded. 4.3 NLR does not warrant that the Product will be error free or will operate without interruption. UNDER THE AGREEMENT OR UNDER THE GENERAL TERMS AND CONDITIONS, NLR MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTIBILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR THAT THE USE OF THE SOFTWARE WILL NOT INFRINGE ANY PATENT OR COPYRIGHT. 4.4 IN NO EVENT SHALL NLR BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS OR REVENUES OR LOSS OF DATA) WHETHER ARISING OUT OF THE INSTALLATION, THE USE OR INABILITY TO USE THE PRODUCT (EVEN IF NLR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR CLAIM) OR ARISING OUT OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER TORT, OR BREACH OF ANY STATUTORY DUTY. XXXXXXXX AGREES TO INDEMNIFY AND HOLD NLR HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS OF ANY KIND (ALONG WITH ATTORNEYS’ FEES AND COST OF LITIGATION) INCLUDING BUT NOT LIMITED TO PERSONAL INJURY OR DEATH TO PERSONS OR DAMAGE TO PROPERTY ARISING OUT OF, IN CONNECTION WITH, OR RESULTING FROM ANY INCORRECT OR MISLEADING RESULTS LICENSEE HAS OBTAINED THROUGH THE USE OF THE PRODUCT. 4.5 Notwithstanding the foregoing, NLR’s aggregate liability arising from or relating to the Agreement will not exceed the applicable License Fee paid by Licensee to NLR under the Agreement.

Warranty and Liability. 4.1 NLR 3.1 S-A warrants that NLR has Licensed Software, as provided, shall conform to the right published specifications of S-A. During the *** after the date of delivery of Licensed Software, S-A shall use reasonable commercial efforts to grant the license as defined correct errors detected in the AgreementLicensed Software after receiving notification of such errors from Customer. 4.2 To the best of NLR’s knowledge and belief, the software does not infringe any third party copyright or any other intellectual property. Any responsibility or liability of NLR for claims, costs, expenses and/or consequential losses or damages resulting from or arising out of any infringement of intellectual property rights is excluded. 4.3 NLR does not warrant that the Product will be error free or will operate without interruption. UNDER THE AGREEMENT OR UNDER THE GENERAL TERMS AND CONDITIONS, NLR 3.2 S-A MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KINDOTHER WARRANTIES, EITHER WHETHER EXPRESS OR IMPLIED, AS WITH RESPECT TO ANY MATTER WHATSOEVER, PRODUCTS OR SERVICES PROVIDED UNDER THIS AGREEMENT INCLUDING BUT NOT LIMITED TO IMPLIED ANY WARRANTIES OF MERCHANTIBILITY MERCHANTABILITY OR FITNESS FOR ANY A PARTICULAR PURPOSE PURPOSE. S-A DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN LICENSED SOFTWARE WILL MEET THE CUSTOMER’S REQUIREMENTS, OR THAT THE USE OPERATION OF THE LICENSED SOFTWARE WILL NOT INFRINGE BE UNINTERRUPTED OR ERROR-FREE. S-A MAKES NO WARRANTY OF NONINFRINGEMENT, EXPRESS OR IMPLIED. ANY PATENT THIRD PARTY SOFTWARE SUPPLIED WITH OR COPYRIGHTINCORPORATED IN LICENSED SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND. IF ANY ADDITIONAL WARRANTS ARE SUPPLIED BY A THIRD PARTY, SUCH WARRANTIES WILL BE OFFERED DIRECTLY BY SUCH THIRD PARTY TO CUSTOMER. 4.4 IN NO EVENT SHALL NLR BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS OR REVENUES OR LOSS OF DATA) WHETHER ARISING OUT OF THE INSTALLATION, THE USE OR INABILITY TO USE THE PRODUCT (EVEN IF NLR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR CLAIM) OR ARISING OUT OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER TORT, OR BREACH OF ANY STATUTORY DUTY. XXXXXXXX AGREES TO INDEMNIFY AND HOLD NLR HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS OF ANY KIND (ALONG WITH ATTORNEYS’ FEES AND COST OF LITIGATION) INCLUDING BUT NOT LIMITED TO PERSONAL INJURY OR DEATH TO PERSONS OR DAMAGE TO PROPERTY ARISING OUT OF, IN CONNECTION WITH, OR RESULTING FROM ANY INCORRECT OR MISLEADING RESULTS LICENSEE HAS OBTAINED THROUGH THE USE OF THE PRODUCT3.3 Customer acknowledges its responsibility to use all reasonable methods to prove out and thoroughly test the operation of and output from Licensed Software prior to its use in Customer’s operations. 4.5 Notwithstanding the foregoing3.4 Unless otherwise provided in a separate writing, NLR’s aggregate liability arising from or relating and subject only to the Agreement will warranty of this Xxxxxxx 0, X-X is under no obligation to provide Customer with any modifications, updates, additions or revisions to Licensed Software, nor to maintain Licensed Software in any manner. 3.5 In the event that any modifications are made to Licensed Software which have not exceed the applicable License Fee paid been authorized by Licensee S-A, any and all warranty and other obligations of S-A shall immediately cease with respect to NLR under the Agreementsuch software.

Warranty and Liability. 4.1 NLR warrants that NLR 7.1 Company has the right to grant the license as defined in the Agreement. 4.2 To the best of NLR’s knowledge and beliefprovided its Goods under normal conditions; however, the software Company does not infringe any third party copyright represent or any other intellectual property. Any responsibility or liability of NLR for claims, costs, expenses and/or consequential losses or damages resulting from or arising out of any infringement of intellectual property rights is excluded. 4.3 NLR does not warrant that the Product results of those conditions would necessarily avoid injury to persons or property. Company expressly disclaims any warranty or liability for claims arising by reasons of death or personal injury or damage to property resulting from any impact, collision or contact with the Goods or nearby hazards or objects by any vehicle, equipment, object or person, misuse for which it was not intended, or failure of the Customer to strictly comply with Section 5.6. 7.2 Company warrants only that the Goods and any component part manufactured by Company will be error free from defects in material or will operate without interruption. UNDER workmanship during the Warranty Period (as defined below). 7.3 THE AGREEMENT OR UNDER THE GENERAL TERMS FOREGOING WARRANTY IS IN LIEU OF AND CONDITIONSEXCLUDES ALL OTHER WARRANTIES NOT EXPRESSLY SET FORTH HEREIN, NLR MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER WHETHER EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVERIMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTIBILITY MERCHANTABILITY OR FITNESS FOR ANY A PARTICULAR PURPOSE OR THAT THE USE OF THE SOFTWARE WILL NOT INFRINGE ANY PATENT OR COPYRIGHTPURPOSE. 4.4 IN NO EVENT 7.4 For defects reported during the Warranty Period, Company will, at Company’s election, refund, repair or replace free of charge the Goods or component part manufactured by Company that contains such a defect. Company’s liability is expressly limited to replacement free of charge (in the form and under the terms originally shipped), or to repair or to manufacture/remanufacture by Company, the Goods or parts not complying with Company specifications, or, at Company’s election, to the repayment of an amount equal to the purchase price of the Goods or parts, whether such claims are for breach of warranty or negligence. COMPANY SHALL NLR NOT BE LIABLE FOR ANY DIRECT, INDIRECTINCIDENTAL, CONSEQUENTIAL OR INCIDENTAL SPECIAL LOSSES, DAMAGES (INCLUDING OR EXPENSES OF ANY KIND, INCLUDING, WITHOUT LIMITATION LOSS LIMITATION, ANY SUCH LOSSES, DAMAGES OR EXPENSES ARISING DIRECTLY OR INDIRECTLY FROM THE SALE, HANDLING OR USE OF PROFITS THE GOODS FROM ANY OTHER CAUSE RELATING THERETO, OR REVENUES FROM PERSONAL INJURY OR LOSS OF DATA) WHETHER ARISING OUT OF THE INSTALLATION, THE USE OR INABILITY TO USE THE PRODUCT (EVEN IF NLR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR CLAIM) OR ARISING OUT OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER TORT, OR BREACH OF ANY STATUTORY DUTY. XXXXXXXX AGREES TO INDEMNIFY AND HOLD NLR HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS OF ANY KIND (ALONG WITH ATTORNEYS’ FEES AND COST OF LITIGATION) INCLUDING BUT NOT LIMITED TO PERSONAL INJURY OR DEATH TO PERSONS OR DAMAGE TO PROPERTY ARISING OUT OF, IN CONNECTION WITH, OR RESULTING FROM ANY INCORRECT OR MISLEADING RESULTS LICENSEE HAS OBTAINED THROUGH THE USE OF THE PRODUCTPROFIT. 4.5 Notwithstanding 7.5 This Warranty is made to the direct Customer from the Company and does not extend to any other person or entity and is not assignable, except that this warranty will transfer to a commercial buyer, buying directly from a Customer who is an authorized distributor of the Company and party to a distributor or Sales agreement with Company. 7.6 Any claim with respect to the Goods and any component parts manufactured by the Company and sold hereunder shall be deemed waived by the Customer unless Company is notified in writing, in the case of defects apparent on visual inspection, within sixty (60) days from the delivery date, or, in the case of defects not apparent on visual inspection, within twelve (12) months from the said delivery date (such 60 days or 12 months, as applicable, the “Warranty Period”). The Goods claimed to be defective may be returned prepaid to Company’s plant for inspection in accordance with return shipping instructions that Company shall furnish to the Customer forthwith upon receipt of the Customer’s notice of claim. If the claim is established, Company will reimburse the Customer for all shipping costs incurred in connection with such return. 7.7 The foregoing warranty shall not apply (a) if the Goods have been subject to improper storage, accident, misuse or unauthorized modifications or alterations, or have not been installed, operated, and maintained in accordance with procedures approved by the Company, or (b) to any components manufactured by the Customer or a third party not approved by the Company. 7.8 The Customer shall indemnify and keep the Company indemnified in full against all and any direct, indirect or consequential liabilities (all three of which terms include without limitation loss of profit, loss of business, depletion of goodwill and like loss), losses, claims, damages, costs and expenses (including all legal and other professional expenses) awarded against or incurred or paid by the Company as a result of or in connection with any breach of the Contract by the Customer and death or personal injury to the Company’s employees or agents while such employees or agents are on any premises of the Customer in connection with the Contract. Without limiting the foregoing, NLR’s aggregate liability arising the Customer shall indemnify the Company against all claims by any third parties for any claims, loss, damage or expense resulting from the breach by the Customer of any of its obligations under these Terms, including without limitation, any modification, misuse, or relating to unapproved alteration of, or use of non‐approved components with, the Agreement will not exceed the applicable License Fee paid by Licensee to NLR under the AgreementGoods.

Warranty and Liability. 4.1 NLR warrants that NLR has the right to grant the license as defined in the Agreement. 4.2 To the best of NLR’s knowledge and belief5.1 EXCEPT AS EXPRESSLY PROVIDED HEREIN, the software does not infringe any third party copyright or any other intellectual property. Any responsibility or liability of NLR for claimsTHIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, costsCONDITIONS OR PROMISES TO CUSTOMER OR ANY THIRD PARTY, expenses and/or consequential losses or damages resulting from or arising out of any infringement of intellectual property rights is excluded. 4.3 NLR does not warrant that the Product will be error free or will operate without interruption. UNDER THE AGREEMENT OR UNDER THE GENERAL TERMS AND CONDITIONS, NLR MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO INCLUDING ANY MATTER WHATSOEVER, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES WARRANTY OF MERCHANTIBILITY MERCHANTABILITY OR FITNESS FOR ANY A PARTICULAR PURPOSE PURPOSE, OR ARISING BY STATUE, LAW, COURSE OF DEALING, CUSTOM AND PRACTICE OR TRADE USAGE. NOTWITHSTANDING THE FOREGOING, CSI REPRESENTS AND WARRANTS THAT THE USE SOFTWARE AND ANY MATERIAL PROVIDED TO CUSTOMER DURING THE TERM OF THE SOFTWARE THIS AGREEMENT WILL NOT INFRINGE ANY PATENT OR COPYRIGHTINTELLECTUAL PROPERTY RIGHT OF ANY THIRD PARTY EXCEPT AS PROVIDED ABOVE, THE SERVICES AND MAINTENANCE ARE PROVIDED "AS IS". 4.4 IN 5.2 TO THE BEST OF CSI’S KNOWLEDGE AND BELIEF THE SOFTWARE IS FREE OF HARMFUL AND MALICIOUS CODES AND VIRUSES, HOWEVER CSI PROVIDES NO EVENT SHALL NLR BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS OR REVENUES OR LOSS OF DATA) WHETHER ARISING OUT OF THE INSTALLATION, THE USE OR INABILITY WARRANTY TO USE THE PRODUCT (EVEN IF NLR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR CLAIM) OR ARISING OUT OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER TORT, OR BREACH OF ANY STATUTORY DUTY. XXXXXXXX AGREES TO INDEMNIFY AND HOLD NLR HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS OF ANY KIND (ALONG WITH ATTORNEYS’ FEES AND COST OF LITIGATION) INCLUDING BUT NOT LIMITED TO PERSONAL INJURY OR DEATH TO PERSONS OR DAMAGE TO PROPERTY ARISING OUT OF, IN CONNECTION WITH, OR RESULTING FROM ANY INCORRECT OR MISLEADING RESULTS LICENSEE HAS OBTAINED THROUGH THE USE OF THE PRODUCTTHIS EFFECT. 4.5 5.3 Neither party is liable for incidental, special or consequential damages for any reason (including loss of data or other business or property damage), even if foreseeable or if the other party has advised of such a claim. 5.4 Neither party’s liability shall exceed a sum equivalent to the total of the fees that the Customer has paid under this Agreement. Notwithstanding the foregoing, NLRnothing in this agreement shall limit or exclude a party’s aggregate liability arising from for death or relating personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors or for fraud or fraudulent misrepresentation. 5.5 CSI will use its reasonable endeavours to provide technical assistance under this Agreement and to rectify or provide solutions to problems where the Agreement Software does not function as described in the Software documentation. However CSI does not guarantee that the problems will not exceed the applicable License Fee paid by Licensee to NLR under the Agreementbe solved or that any item will be error- free.

Warranty and Liability. 4.1 NLR 3.1 Zealth warrants that: i) it has the authority to enter into this Agreement; ii) to its knowledge the Software does not include any malicious code or viruses. 3.2 Licensee represents and warrants that NLR i) all obligations, statements relating to Licensee herein in this Agreement are true; ii) it shall comply by the terms of this Agreement; iii) it has the right rights to grant the license as defined in the enter into this Agreement; and iv) it shall comply with all laws. 4.2 To the best of NLR’s knowledge and belief3.3 EXCEPT AS SET FORTH ABOVE, the software does not infringe any third party copyright or any other intellectual property. Any responsibility or liability of NLR for claimsTO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, costs, expenses and/or consequential losses or damages resulting from or arising out of any infringement of intellectual property rights is excluded. 4.3 NLR does not warrant that the Product will be error free or will operate without interruption. UNDER THE AGREEMENT OR UNDER THE GENERAL TERMS AND CONDITIONS, NLR ZEALTH MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KINDWARRANTIES, EITHER WHETHER EXPRESS OR IMPLIED, OR STATUTORY, REGARDING OR RELATING TO THE SOFTWARE, SERVICES OR DOCUMENTATION, OR ANY OTHER MATERIAL OR SERVICES. SPECIFICALLY, ZEALTH DOES NOT WARRANT AND DISCLAIMS THAT THE SOFTWARE AND THE SERVICES WILL BE ERROR FREE, NON- INFRINGING OR WILL PERFORM IN AN UNINTERRUPTED MANNER. THE SOFTWARE AND THE SERVICES ARE PROVIDED “AS IS”, AD WITH “ALL FAULTS”. TO ANY MATTER WHATSOEVERTHE GREATEST EXTENT ALLOWED BY LAW, INCLUDING BUT NOT LIMITED TO ZEALTH SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTIBILITY OR FITNESS FOR ANY A PARTICULAR PURPOSE (EVEN IF ZEALTH HAD BEEN INFORMED OF SUCH A PURPOSE), AND MERCHANTABILITY. FURTHER LICENSEE ASSUMES ALL RISKS THAT THE SOFTWARE AND SERVICES ARE SUITABLE OR THAT ACCURATE FOR THE LICENSEE’S NEEDS, AND THE USE OF THE SOFTWARE WILL NOT INFRINGE ANY PATENT OR COPYRIGHTAND THE SERVICES IS THE LICENSEE’S OWN DISCRETION AND RISK. 4.4 3.4 IN NO EVENT SHALL NLR WILL ZEALTH BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS OR REVENUES OR PROFIT, LOSS OF USE, BUSINESS INTERRUPTIONS, LOSS OF DATA) WHETHER , LOSS OF GOODWILL, COST OF COVER OR INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THE INSTALLATIONFURNISHING, PERFORMANCE, OR USE OF THE USE SOFTWARE OR INABILITY TO USE RECEIPT OF THE PRODUCT (EVEN IF NLR SERVICES HEREUNDER OR ANY DELAY IN DELIVERY OF THE SOFTWARE OR SERVICES, IRRESPECTIVE OF WHETHER IT HAS BEEN ADVISED AN ADVANCE NOTICE OF THE POSSIBILITY OF ANY SUCH LOSS DAMAGES. IN ANY EVENT ZEALTH’S TOTAL AGGREGATE LIABILITY (WHETHER IN CONTRACT, LAW OR CLAIM) TORT), FOR DAMAGES, LIABILITIES OR LOSS, HOWSOEVER ARISING OR CAUSE, WHETHER OR NOT ARISING OUT OF CONTRACTZEALTH’S NEGLIGENCE SHALL IN NO EVENT BE GREATER THAN INR 10,000. THE DISCLAIMER OF WARRANTIES, NEGLIGENCE, STRICT LIABILITY OR OTHER TORT, OR BREACH OF ANY STATUTORY DUTY. XXXXXXXX AGREES TO INDEMNIFY EXCLUSIVE REMEDIES AND HOLD NLR HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS OF ANY KIND (ALONG WITH ATTORNEYS’ FEES AND COST OF LITIGATION) INCLUDING BUT NOT LIMITED TO PERSONAL INJURY OR DEATH TO PERSONS OR DAMAGE TO PROPERTY ARISING OUT OF, LIABILITIES SET FORTH IN CONNECTION WITH, OR RESULTING FROM ANY INCORRECT OR MISLEADING RESULTS LICENSEE HAS OBTAINED THROUGH THE USE THIS AGREEMENT ARE FUNDAMENTAL ELEMENTS OF THE PRODUCTBASIS OF THE BARGAIN BETWEEN ZEALTH AND LICENSEE. 4.5 Notwithstanding the foregoing3.5 IF LICENSEE iS A RECEIVER OF MEDICAL ADVISE, NLRAND TREATMENT, LICENSEE REPRESENTS, WARRANTS, COVENANTS AND UNDERSTANDS THAT THE DOCTORS, AND OTHER MEDICAL PROFESSIONALS (“MEDICAL PRACTITIONERS”) ARE INDEPENDENT PROFESSIONS, AND ZEALTH IS SOLELY AN INTERMEDIARY CONNECTING THE MEDICAL PRACTITIONERS AND HOSPITALS TO THE LICENSEE, AND DOES NOT TAKE ANY RESPONSIBILITY FOR THE SUGGESTIONS, PRESCRIPTIONS OR ANY MEDICAL ADVISE PROVIDED BY THE MEDICAL PRACTITIONERS. ZEALTH DOES NOT TAKE ANY RESPONSIBILITY FOR VALIDATING THE CREDENTIALS OF SUCH MEDICAL PRACTITIONERS. 3.6 IF LICENSEE IS A MEDICAL PRACTITIONER, LICENSEE REPRESENTS AND WARRANTS THAT LICENSEE IS IN GOOD STANDING WITH THE MEDICAL COUNCIL OF THE STATE IN WHICH LICENSEE PRACTISES. LICENSEE REPRESENTS AND WARRANTS THAT ANY MEDICAL ADVISE BEING PROVIDED SHALL BE AS PER THE STANDARDS EXPECTED OF A LEARNED MEDICAL PRACTITIONER. 3.7 The Licensee shall indemnify and hold Zealth, its agents, owners, subcontractors and partners harmless from and against any and all claims against for breach of Licensee’s aggregate liability arising from or relating to the Agreement will not exceed the confidentiality obligations, negligence, fraud, personal injury, breach of applicable License Fee paid by Licensee to NLR under the laws, data privacy, and breach of this Agreement, including Section 3.

Warranty and Liability. 4.1 NLR warrants (1) ALLIQUA shall examine the PRODUCTS promptly after collection/delivery of the PRODUCTS for any damage that NLR is obvious from a visual inspection ("Obvious Defects"). Obvious defects shall be notified to SORBION in writing immediately, in any event not later than seven days after receipt. Defects that are not Obvious Defects have to be notified promptly after discovery. If SORBION is not notified in time, all claims are excluded. (2) If the delivered PRODUCTS are not conforming to the specifications agreed between the PARTIES or the other requirements of this AGREEMENT (hereinafter referred to as "DEFECTIVE PRODUCTS" or "DEFECT") SORBION at its choice will either render substitutive delivery or repair, promptly and at no additional cost to ALLIQUADEFECTIVE PRODUCTS shall, on demand of SORBION and at its costs, be returned or be demolished. If SORBION fails to fill the order at issue with PRODUCTS that are not DEFECTIVE PRODUCTS within 30 days after ALLIQUA’s original requested delivery date, then ALLIQUA has the right to grant rescind the license as defined relevant portion of the order upon notice to SORBION, in the Agreementwhich event SORBION will refund to ALLIQUA any amounts previously paid by ALLIQUA with respect to such order. 4.2 (3) THE WARRANTY AND LIABILITY OF SORBION IS EXCLUDED, IF THE DEFECT IS BASED ON A USE OUTSIDE THE TERRITORY, IMPROPER TRANSPORT OR STORAGE BY ALLIQUA, OR BECAUSE ALLIQUA HAS DISREGARDED WRITTEN INSTRUCTIONS OF SORBION WITH RESPECT TO THE STORAGE OR HANDLING OF PRODUCTS. (4) To the best knowledge of NLR’s knowledge SORBION the use of the trademarks and belief, use or sale of the software PRODUCTS does not infringe any rights of third party copyright or any other intellectual propertyparties. Any responsibility or liability of NLR for claims, costs, expenses and/or consequential losses or damages resulting from or arising out of any infringement of intellectual property rights is excludedHOWEVER NO WARRANTY ABOUT THE ABSENCE OF AN INFRINGEMENT OF THIRD PARTIES' INTELLECTUAL PROPERTY RIGHTS IN THE TERRITORY IS GIVEN AND ABOUT THE FACT OF THE CONTINUANCE OF THE TRADEMARKS AND THE UNDERLYING INTELLECTUAL PROPERTY CONCERNI NG THE PRODUCTS. 4.3 NLR does not warrant that the Product will be error free or will operate without interruption. UNDER THE AGREEMENT OR UNDER THE GENERAL TERMS AND CONDITIONS(5) SUBJECT TO SECTION 7 (6) BELOW, NLR MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTIBILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR THAT THE USE OF THE SOFTWARE WILL NOT INFRINGE ANY PATENT OR COPYRIGHT. 4.4 IN NO EVENT SHALL NLR EITHER PARTY BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR INCIDENTAL EXEMPLARY DAMAGES ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT OR THE PRODUCTS (INCLUDING WITHOUT LIMITATION INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUES OR LOSS OF DATABUSINESS) WHETHER ARISING OUT OF THE INSTALLATIONWARRANTY, THE USE OR INABILITY TO USE THE PRODUCT (EVEN IF NLR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR CLAIM) OR ARISING OUT OF INDEMNITY, CONTRACT, NEGLIGENCE, STRICT LIABILITY NEGLIGENCE OR OTHER TORT, OR BREACH OF ANY STATUTORY DUTY. XXXXXXXX AGREES TO INDEMNIFY AND HOLD NLR HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS OF ANY KIND (ALONG WITH ATTORNEYS’ FEES AND COST OF LITIGATION) INCLUDING BUT NOT LIMITED TO PERSONAL INJURY OR DEATH TO PERSONS OR DAMAGE TO PROPERTY ARISING OUT OF, IN CONNECTION WITH, OR RESULTING FROM ANY INCORRECT OR MISLEADING RESULTS LICENSEE HAS OBTAINED THROUGH THE USE OF THE PRODUCTOTHERWISE. 4.5 (6) Notwithstanding anything to the foregoingcontrary, NLR’s aggregate the liability exclusions set forth in section 7 (5) will not apply to: (i) any damages arising from a PARTY's gross negligence, fraud or relating to willful misconduct or (ii) the Agreement will not exceed the applicable License Fee paid by Licensee to NLR PARTIES' respective indemnity obligations under the Agreementsection 8.

Warranty and Liability. 4.1 NLR 8.1 Limited Warranty of Services and Software - MOBETIZE warrants that NLR has the right to grant the license as defined all services shall be performed in full conformity with the Agreement, with the skill and care which would be exercised by those who perform similar services at the time the services are performed, and in accordance with accepted industry practice. 4.2 To the best of NLR’s knowledge and belief8.2 SPECIFIC EXCLUSION OF OTHER WARRANTIES - THE WARRANTIES SET OUT IN SECTION 6.1, the software does not infringe any third party copyright or any other intellectual propertyAND 8.1 ARE IN LIEU OF ALL OTHER WARRANTIES. Any responsibility or liability of NLR for claimsTHERE ARE NO OTHER WARRANTIES, costsREPRESENTATIONS, expenses and/or consequential losses or damages resulting from or arising out of any infringement of intellectual property rights is excluded. 4.3 NLR does not warrant that the Product will be error free or will operate without interruption. UNDER THE AGREEMENT OR UNDER THE GENERAL TERMS AND CONDITIONS, NLR MAKES NO REPRESENTATIONS OR WARRANTIES GUARANTEES OF ANY KINDKIND WHATSOEVER, EITHER EXPRESS OR IMPLIEDIMPLIED BY LAW (in contract or tort) OR CUSTOM, AS INCLUDING, BUT NOT LIMITED TO ANY MATTER WHATSOEVERTHOSE REGARDING MERCHANTABILITY, FITNESS FOR PURPOSE, CORRESPONDENCE TO SAMPLE, TITLE, DESIGN, CONDITION, OR QUALITY IN RELATION TO THE SOFTWARE. WITHOUT LIMITING THE ABOVE, MOBETIZE DOES NOT WARRANT THAT THE SOFTWARE SHALL MEET THE REQUIREMENTS OF LICENSEE OR THAT THE OPERATION OF SOFTWARE SHALL BE FREE FROM INTERRUPTION OR ERRORS. 8.3 Restrictions on Warranty - in the event of licensee and sub licensee losing their software installation through cause non attributable to MOBETIZE, MOBETIZE shall fulfill requests to provide a replacement copy software as originally purchased, and charge reasonable time and expenses for doing so. If attributable to MOBETIZE, then MOBETIZE shall provide a replacement free of charge. 8.4 NO INDIRECT DAMAGES - IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT DAMAGES OR LOSSES (IN CONTRACT OR TORT) IN CONNECTION WITH THE DELIVERABLES OR THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTIBILITY DAMAGES FOR LOST PROFITS, LOST SAVINGS, OR FITNESS FOR ANY PARTICULAR PURPOSE INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR THAT SPECIAL DAMAGES, EVEN IF CAUSED BY THE USE NEGLIGENCE OF THE SOFTWARE WILL NOT INFRINGE ANY PATENT OR COPYRIGHT. 4.4 IN NO EVENT SHALL NLR BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS OR REVENUES OR LOSS OF DATA) WHETHER ARISING OUT OF THE INSTALLATION, THE USE OR INABILITY TO USE THE PRODUCT (OTHER PARTY AND EVEN IF NLR THE PARTY SEEKING SUCH DAMAGES HAS BEEN ADVISED KNOWLEDGE OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR CLAIMDAMAGE. 8.5 LIMITS ON LIABILITY - IF FOR ANY REASON, A PARTY BECOMES LIABLE TO THE OTHER FOR DIRECT OR ANY OTHER DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION (IN CONTRACT OR TORT), INCURRED IN CONNECTION WITH THIS AGREEMENT, THE DELIVERABLES, THE CUSTOMIZATION, AND SOFTWARE MODULE DEVELOPMENT THEN, THE PARTIES AGREE THAT: a) OR ARISING OUT THE LIABILITY OF CONTRACTEACH PARTY FOR ALL DAMAGES, NEGLIGENCEINJURY, STRICT AND LIABILITY OR INCURRED BY THE OTHER TORTIN CONNECTION WITH THIS AGREEMENT, OR BREACH OF ANY STATUTORY DUTY. XXXXXXXX AGREES TO INDEMNIFY AND HOLD NLR HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS OF ANY KIND (ALONG WITH ATTORNEYS’ FEES AND COST OF LITIGATION) INCLUDING BUT NOT SHALL BE LIMITED TO PERSONAL INJURY OR DEATH AN AMOUNT EQUAL TO PERSONS OR DAMAGE ALL FEES PAID UNDER THIS AGREEMENT, BUT IN NO EVENT LESS THAN USD 750,000.00 (SEVEN HUNDRED AND FIFTY THOUSAND DOLLARS) PER EVENT, WHICHEVER IS GREATER AT THE TIME OF THE EVENT GIVING RISE TO THE CLAIM. Software License Agreement EXHIBIT 10.1 MOBETIZE USA Inc. 8.6 NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE LIMITATIONS OF LIABILITY CONTAINED (SECTIONS 8.4 AND 8.5) DO NOT APPLY TO CLAIMS RELATING TO PROPERTY ARISING OUT OFDAMAGE, IN CONNECTION WITHINJURY, DEATH, AND SECTIONS 5.1, 5.2 OR RESULTING FROM ANY INCORRECT OR MISLEADING RESULTS LICENSEE HAS OBTAINED THROUGH THE USE OF THE PRODUCTSECTON 6.3 HEREIN. 4.5 Notwithstanding the foregoing, NLR’s aggregate liability arising from or relating to the Agreement will not exceed the applicable License Fee paid by Licensee to NLR under the Agreement.