Common use of WARRANTY DISCLAIMER; LIMITATION OF LIABILITY Clause in Contracts

WARRANTY DISCLAIMER; LIMITATION OF LIABILITY. 8.1 Nothing in this Agreement shall be construed as: (a) A warranty or representation by PTI as to the validity or scope of any Licensed Patent; (b) A warranty or representation that any Licensed Product, Licensed Process, Licensed Technology, Know-how, or Licensee Improvement, or anything made, used, sold or otherwise disposed of under any license granted in this Agreement is or will be free from infringement of patents, copyrights, trademarks, trade secrets, or other intellectual property of third parties; (c) An obligation of PTI to bring or prosecute actions or suits against third parties for infringement; (d) Conferring rights on Licensee to use in advertising, publicity or otherwise any trademark of, or the name of, PTI or PROTEOMTECH, INC.; or (e) Granting by implication, estoppel or otherwise any license or transfer under patents of PTI other than Licensed Patents, regardless of whether such other patents are dominant of or subordinate to any Licensed Patent. 8.2 THE LICENSED TECHNOLOGY, THE KNOW-HOW AND THE LICENSED PATENTS ARE PROVIDED ON AN AS-IS, WHERE-IS, AS-AVAILABLE BASIS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PTI DISCLAIMS ALL REPRESENTATIONS AND ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. THE PARTIES DISCLAIM ANY APPLICABILITY OF THE UNIFORM COMMERCIAL CODE OR UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS. PTI ASSUMES NO RESPONSIBILITIES WHATSOEVER WITH RESPECT TO THE USE, SALE OR OTHER DISPOSITION BY LICENSEE OR ITS VENDEES OR SUBLICENSEES OF LICENSED PRODUCTS OR LICENSED PROCESSES. 8.3 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PTI BE LIABLE TO LICENSEE, ANY SUBLICENSEE, OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM, BASED UPON OR SEEKING: (A) ANY SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR OTHER INDIRECT DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFIT, BUSINESS INTERRUPTION, LOSS OF BUSINESS OR PERSONAL INFORMATION OR ANY OTHER PECUNIARY LOSS, ARISING OUT OF THE USE OR INABILITY TO USE THE LICENSED TECHNOLOGY, KNOW-HOW, LICENSED PATENTS, LICENSED PRODUCTS, LICENSED PROCESSES, OR LICENSEE IMPROVEMENTS, EVEN IF PTI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, UNLESS SUCH DAMAGE HAS BEEN CAUSED BY PTI'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; OR (B) ANY LOST PROFIT OR LOST REVENUE, INTERRUPTIONS, LOSS OF USE, LOSS OR DELETION OF DATA, COSTS OF RECREATING LOST DATA. 8.4 PTI'S ENTIRE LIABILITY HEREUNDER, EXCEPT FOR LIABILITY RESULTING FROM PTI'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IS EXPRESSLY LIMITED TO THE FEES PAID UNDER THIS AGREEMENT BY LICENSEE TO PTI. LICENSEE AGREES AND ACKNOWLEDGES THAT THE LICENSE FEE HAS BEEN SET IN RELIANCE UPON SUCH LIMITATION OF LIABILITY. 8.5 THE PROVISIONS OF THIS ARTICLE 8 APPLY WITH RESPECT TO ALL CLAIMS, WHETHER ARISING BY REASON OF, OR ASSERTED ON THE BASIS OF, CONTRACT, TORT (INCLUDING NEGLIGENCE AND DEFAMATION) OR OTHERWISE.

WARRANTY DISCLAIMER; LIMITATION OF LIABILITY. 8.1 Nothing in this Agreement shall be construed as: (a) A warranty or representation by PTI as to the validity or scope of any Licensed Patent; (b) A warranty or representation that any Licensed Product, Licensed Process, Licensed Technology, Know-how, or Licensee Improvement, or anything made, used, sold or otherwise disposed of under any license granted in this Agreement is or will be free from infringement of patents, copyrights, trademarks, trade secrets, or other intellectual property of third parties; (c) An obligation of PTI to bring or prosecute actions or suits against third parties for infringement; (d) Conferring rights on Licensee to use in advertising, publicity or otherwise any trademark of, or the name of, PTI or PROTEOMTECH, INC., Georgetown University; or (e) Granting by implication, estoppel or otherwise any license or transfer under patents of PTI other than Licensed Patents, regardless of whether such other patents are dominant of or subordinate to any Licensed Patent. 8.2 THE LICENSED TECHNOLOGY, THE KNOW-HOW AND THE LICENSED PATENTS ARE PROVIDED ON AN AS-IS, WHERE-IS, AS-AVAILABLE BASIS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PTI DISCLAIMS ALL REPRESENTATIONS AND ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. THE PARTIES DISCLAIM ANY APPLICABILITY OF THE UNIFORM COMMERCIAL CODE OR UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS. PTI ASSUMES NO RESPONSIBILITIES WHATSOEVER WITH RESPECT TO THE USE, SALE OR OTHER DISPOSITION BY LICENSEE OR ITS VENDEES OR SUBLICENSEES OF LICENSED PRODUCTS OR LICENSED PROCESSES. 8.3 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PTI BE LIABLE TO LICENSEE, ANY SUBLICENSEE, OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM, BASED UPON OR SEEKING: (A) ANY SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR OTHER INDIRECT DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFIT, BUSINESS INTERRUPTION, LOSS OF BUSINESS OR PERSONAL INFORMATION OR ANY OTHER PECUNIARY LOSS, ARISING OUT OF THE USE OR INABILITY TO USE THE LICENSED TECHNOLOGY, KNOW-HOW, LICENSED PATENTS, LICENSED PRODUCTS, LICENSED PROCESSES, OR LICENSEE IMPROVEMENTS, EVEN IF PTI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, UNLESS SUCH DAMAGE HAS BEEN CAUSED BY PTI'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; OR (B) ANY LOST PROFIT OR LOST REVENUE, INTERRUPTIONS, LOSS OF USE, LOSS OR DELETION OF DATA, COSTS OF RECREATING LOST DATA. 8.4 PTI'S ENTIRE LIABILITY HEREUNDER, EXCEPT FOR LIABILITY RESULTING FROM PTI'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IS EXPRESSLY LIMITED TO THE FEES PAID UNDER THIS AGREEMENT BY LICENSEE TO PTI. LICENSEE AGREES AND ACKNOWLEDGES THAT THE LICENSE FEE HAS BEEN SET IN RELIANCE UPON SUCH LIMITATION OF LIABILITY. 8.5 THE PROVISIONS OF THIS ARTICLE 8 APPLY WITH RESPECT TO ALL CLAIMS, WHETHER ARISING BY REASON OF, OR ASSERTED ON THE BASIS OF, CONTRACT, TORT (INCLUDING NEGLIGENCE AND DEFAMATION) OR OTHERWISE.

WARRANTY DISCLAIMER; LIMITATION OF LIABILITY. 8.1 Nothing in this Agreement 11.1 Without limiting the generality of Sections 5.3, 11.2, and 11.3, Petronect shall not be construed as: responsible or liable for any and all possible damages and losses whatsoever, arising from the Portal Services and Materials), including, but not limited to, those that may result from: (a) A warranty the transmission, broadcasting, storage, availability, receipt, or representation by PTI as provision of or access to the validity or scope of any Licensed Patent; Portal Services and Materials; (b) A warranty or representation that any Licensed Product, Licensed Process, Licensed Technology, Know-how, or Licensee Improvement, or anything made, used, sold or otherwise disposed the violation of under any license granted in this Agreement is or will be free from infringement of patents, copyrights, trademarksindustrial and intellectual property rights, trade secrets, contractual obligations of any kind, property rights, and any other rights whatsoever belonging to a third party, as a result of the transmission, broadcasting, storage, availability, receipt, or other intellectual property provision of third parties; or access to the Portal Services and Materials; (c) An obligation the performance of PTI unfair competition and illicit advertising by third parties, or their agents, as a result of the transmission, broadcasting, storage, availability, receipt, or provision of or access to bring or prosecute actions or suits against third parties for infringement; the Portal Services and Materials; (d) Conferring rights on Licensee to use in advertising, publicity the inadequacy for any purpose whatsoever or otherwise any trademark of, or frustration from expectations generated by the name of, PTI or PROTEOMTECH, INC.Portal Services and Materials; or (e) Granting the non compliance, late compliance, deficient compliance with or termination for any reason, of the contractual obligations undertaken by implicationthird parties, estoppel and contracts executed with third parties, through or otherwise by reason of the access to the Portal Services and Materials; and (f) the errors and defects of any license kind (explicit or transfer under patents of PTI other than Licensed Patents, regardless of whether such other patents are dominant of or subordinate to any Licensed Patenthidden) possibly existing in the Portal Services and Materials. 8.2 11.2 USE OF THE LICENSED TECHNOLOGY, THE KNOW-HOW PORTAL SERVICES AND THE LICENSED PATENTS ARE PROVIDED ON AN AS-IS, WHERE-IS, AS-AVAILABLE BASISMATERIALS IS AT YOUR OWN RISK. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PTI PETRONECT HEREBY DISCLAIMS ALL REPRESENTATIONS AND ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLEACCURACY, DATA INTEGRATION AND NON- INFRINGEMENT. THE PORTAL SERVICES AND MATERIALS IS PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS. THE INFORMATION AND MATERIALS PROVIDED ON OR THROUGH THE PORTAL SERVICES AND MATERIALS MAY BE OUT OF DATE, AND NONINFRINGEMENTNEITHER PETRONECT NOR ITS AFFILIATED PARTIES MAKE ANY COMMITMENT OR ASSUME ANY DUTY TO UPDATE SUCH INFORMATION OR MATERIALS. PETRONECT MAKES NO WARRANTY AS TO THE ACCURACY,OMPLETENESS, CURRENCY, OR RELIABILITY OF ANY CONTENT AVAILABLE ON OR ACCESSIBLE THROUGH THE PORTAL SERVICES AND MATERIALS. PETRONECT MAKES NO REPRESENTATIONS OR WARRANTIES THAT USE OF THE PORTAL SERVICES AND MATERIALS WILL BE UNINTERRUPTED OR ERROR-FREE. THE PARTIES DISCLAIM ANY APPLICABILITY FOREGOING EXCLUSIONS OF THE UNIFORM COMMERCIAL CODE OR UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS. PTI ASSUMES NO RESPONSIBILITIES WHATSOEVER WITH RESPECT IMPLIED WARRANTIES DO NOT APPLY TO THE USE, SALE OR OTHER DISPOSITION EXTENT PROHIBITED BY LICENSEE OR ITS VENDEES OR SUBLICENSEES OF LICENSED PRODUCTS OR LICENSED PROCESSESAPPLICABLE LAW. 8.3 11.3 TO THE MAXIMUM GREATEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PTI PETRONECT, ITS AFFILIATED PARTIES, OR ANY OF THEIR AGENTS, REPRESENTATIVES, OR LICENSORS BE LIABLE TO LICENSEE, ANY SUBLICENSEE, USER OR ANY OTHER PERSON PARTY FOR ANY CLAIM ARISING FROMLOSS OR INJURY OR ANY DAMAGES, BASED UPON OR SEEKING: (A) ANY EITHER DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL OR OTHER INDIRECT DAMAGES WHATSOEVER, OTHERWISE (INCLUDING, WITHOUT LIMITATIONBUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS PROFIT, BUSINESS INTERRUPTION, LOSS OF BUSINESS LOST PROFITS OR PERSONAL INFORMATION LOST SAVINGS) RESULTING FROM OR IN ANY OTHER PECUNIARY LOSS, ARISING OUT WAY CONNECTED TO: (1) USER’S USE OF THE PORTAL SERVICES AND MATERIALS; (2) ANY FAILURE OR DELAY (INCLUDING, BUT NOT LIMITED TO THE USE OF OR INABILITY TO USE ANY COMPONENT OF THE LICENSED TECHNOLOGYPORTAL SERVICES AND MATERIALS, KNOW-HOW, LICENSED PATENTS, LICENSED PRODUCTS, LICENSED PROCESSES, INCLUDING THE PORTAL SERVICES); OR LICENSEE IMPROVEMENTS, (3) THE PERFORMANCE OR NON- PERFORMANCE BY PETRONECT OR ITS AFFILIATED PARTIES OF THE SERVICES RELATED TO THE PORTAL SERVICES AND MATERIALS; EVEN IF PTI SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, UNLESS SUCH DAMAGE HAS BEEN CAUSED BY PTI'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; OR (B) ANY LOST PROFIT OR LOST REVENUE, INTERRUPTIONS, LOSS OF USE, LOSS OR DELETION OF DATA, COSTS OF RECREATING LOST DATA. 8.4 PTI'S ENTIRE LIABILITY HEREUNDER, EXCEPT FOR LIABILITY RESULTING FROM PTI'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IS EXPRESSLY LIMITED TO THE FEES PAID UNDER . THIS AGREEMENT BY LICENSEE TO PTI. LICENSEE AGREES AND ACKNOWLEDGES THAT THE LICENSE FEE HAS BEEN SET IN RELIANCE UPON SUCH LIMITATION OF LIABILITY. 8.5 LIABILITY SHALL APPLY REGARDLESS OF WHETHER THE PROVISIONS CLAIM ASSERTED IS BASED ON CONTRACT, NEGLIGENCE, OR ANY OTHER THEORY OF THIS ARTICLE 8 APPLY WITH RESPECT TO RECOVERY. USER HEREBY WAIVES ANY AND ALL CLAIMSCLAIMS AGAINST PETRONECT, WHETHER ITS AFFILIATED PARTIES, OR ANY OF THEIR AGENTS, REPRESENTATIVES, OR LICENSORS ARISING BY REASON OUT OF, OR ASSERTED ON IN ANY WAY CONNECTED TO USER’S USE OF THE BASIS OFPORTAL SERVICES AND MATERIALS. IN THE EVENT PETRONECT IS HELD LIABLE FOR ANY DAMAGES INCURRED BY USER RELATED TO THE PORTAL SERVICES AND MATERIALS, CONTRACTUSER’S SOLE AND EXCLUSIVE REMEDY WILL BE LIMITED TO REIMBURSEMENT OF THE GREATER OF (1) FEES FOR SERVICES PAID BY USER TO PETRONECT, TORT IF ANY, OR (INCLUDING NEGLIGENCE AND DEFAMATION2) OR OTHERWISEUS$2,500.