Common use of Liability Limitation Clause in Contracts

Liability Limitation. CHANNELADVISOR IS NOT LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR THE FAILURE OF A PERSON TO ENTER INTO A TRANSACTION BY MEANS OF CUSTOMER’S USE OF THE CHANNELADVISOR PLATFORM, ANY MODULE (OR OTHER SOFTWARE LICENSED) OR THE SERVICES. CUSTOMER IS SOLELY RESPONSIBLE FOR ALL SELECTION OF PARTIES WITH WHOM CUSTOMER DOES BUSINESS, AND FOR TERMS AND CONDITIONS OF CUSTOMER’S AGREEMENTS WITH THOSE PARTIES AND WITH NETWORK SITES AND FLEX FEED DESTINATIONS. CHANNELADVISOR HAS NO RESPONSIBILITY FOR THE QUALITY OR AVAILABILITY OF GOODS OR SERVICES PROVIDED BY CUSTOMER, ANY BUYER'S ABILITY TO PAY, ANY THIRD PARTY'S COMPLIANCE WITH THE TERMS OF A TRANSACTION, OR FOR ANY INJURY, LOSS OR DAMAGE CAUSED OR ALLEGED TO HAVE BEEN CAUSED BY THE GOODS OR SERVICES OBTAINED BY A BUYER OR SOLD BY CUSTOMER THROUGH USE OF THE SERVICES. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY LOST PROFITS, LOSS OF DATA, OR ANY FORM OF INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER FROM ANY CAUSES OF ACTION OF ANY KIND WITH RESPECT TO THIS AGREEMENT OR ANY APPLICABLE SOW, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. CHANNELADVISOR’S AGGREGATE LIABILITY UNDER THIS AGREEMENT OR APPLICABLE SOW WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER UNDER THE APPLICABLE SOW GIVING RISE TO THE CLAIM DURING THE TWELVE MONTH PERIOD IMMEDIATELY BEFORE THE DATE THE CLAIM AROSE. IF APPLICABLE LAW DOES NOT PERMIT THE DISCLAIMER OF CERTAIN DAMAGES RELATED TO A PARTICULAR CAUSE OF ACTION, THEN THIS LIMITATION SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Liability Limitation. CHANNELADVISOR IS NOT IN NO EVENT WILL ANY SG PARTY BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR THE FAILURE OF A PERSON TO ENTER INTO A TRANSACTION BY MEANS OF CUSTOMER’S USE OF THE CHANNELADVISOR PLATFORM, ANY MODULE (OR OTHER SOFTWARE LICENSED) OR THE SERVICES. CUSTOMER IS SOLELY RESPONSIBLE FOR ALL SELECTION OF PARTIES WITH WHOM CUSTOMER DOES BUSINESS, AND FOR TERMS AND CONDITIONS OF CUSTOMER’S AGREEMENTS WITH THOSE PARTIES AND WITH NETWORK SITES AND FLEX FEED DESTINATIONS. CHANNELADVISOR HAS NO RESPONSIBILITY FOR THE QUALITY OR AVAILABILITY OF GOODS OR SERVICES PROVIDED BY CUSTOMER, ANY BUYER'S ABILITY TO PAY, ANY THIRD PARTY'S COMPLIANCE WITH THE TERMS OF A TRANSACTION, OR FOR ANY INJURYDAMAGES, LOSS OR DAMAGE CAUSED OR ALLEGED TO HAVE BEEN CAUSED BY THE GOODS OR SERVICES OBTAINED BY A BUYER OR SOLD BY CUSTOMER THROUGH USE OF THE SERVICES. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INCLUDING WITHOUT LIMITATION ANY LOST PROFITSINDIRECT, LOSS OF DATA, OR ANY FORM OF INDIRECTCONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVEOR PUNITIVE DAMAGES ARISING OUT OF, BASED ON, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER RESULTING FROM ANY CAUSES OF ACTION OF ANY KIND WITH RESPECT TO THIS AGREEMENT OR ANY APPLICABLE SOW, WHETHER BASED ON BREACH YOUR USE OF CONTRACT, TORT (INCLUDING NEGLIGENCETHE MY PRIVATE EYE® SOFTWARE OR SG WEBSITE(S), OR OTHERWISE, AND WHETHER OR NOT THE OTHER EVEN IF SUCH SG PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGEDAMAGES. CHANNELADVISOR’S AGGREGATE LIABILITY THE EXCLUSION OF DAMAGES UNDER THIS AGREEMENT SECTION 13 IS INDEPENDENT OF YOUR EXCLUSIVE REMEDY AND SURVIVES IN THE EVENT SUCH REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR APPLICABLE SOW WILL NOT EXCEED IS OTHERWISE DEEMED UNENFORCEABLE. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER THE AMOUNTS PAID BY CUSTOMER UNDER THE APPLICABLE SOW GIVING RISE TO THE CLAIM DURING THE TWELVE MONTH PERIOD IMMEDIATELY BEFORE THE DATE THE CLAIM AROSE. IF APPLICABLE LAW DOES NOT PERMIT THE DISCLAIMER DAMAGES ARISE FROM (1) BREACH OF CERTAIN DAMAGES RELATED TO A PARTICULAR CONTRACT, (2) BREACH OF WARRANTY, (3) NEGLIGENCE, OR (4) ANY OTHER CAUSE OF ACTION, THEN THIS LIMITATION SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED SUCH EXCLUSION AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW. IF YOU ARE DISSATISFIED WITH THE MY PRIVATE EYE® SOFTWARE OR SG WEB SITE(S), OR YOU DO NOT AGREE WITH ANY PART OF THIS AGREEMENT, OR YOU HAVE ANY OTHER DISPUTE OR CLAIM WITH OR AGAINST ANY SG PARTY WITH RESPECT TO THIS AGREEMENT OR THE MY PRIVATE EYE® SOFTWARE OR SG WEBSITE(S), THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE MY PRIVATE EYE® SOFTWARE AND THE SG WEBSITE(S).

Liability Limitation. CHANNELADVISOR IS NOT LIABLE EXCEPT AS OTHERWISE PROVIDED HEREIN AND SUBJECT TO CUSTOMER OR ANY THIRD PARTY FOR THE FAILURE OF A PERSON TO ENTER INTO A TRANSACTION BY MEANS OF CUSTOMER’S USE OF THE CHANNELADVISOR PLATFORMAPPLICABLE LAW, ANY MODULE (OR OTHER SOFTWARE LICENSED) OR THE SERVICES. CUSTOMER IS SOLELY RESPONSIBLE FOR ALL SELECTION OF PARTIES WITH WHOM CUSTOMER DOES BUSINESSIN NO EVENT WILL CLASSIC BANK, AND FOR TERMS AND CONDITIONS OF CUSTOMER’S AGREEMENTS WITH THOSE PARTIES AND WITH NETWORK SITES AND FLEX FEED DESTINATIONS. CHANNELADVISOR HAS NO RESPONSIBILITY FOR THE QUALITY OR AVAILABILITY OF GOODS OR SERVICES PROVIDED BY CUSTOMEROUR OWNERS, ANY BUYER'S ABILITY TO PAYDIRECTORS, ANY THIRD PARTY'S COMPLIANCE WITH THE TERMS OF A TRANSACTIONOFFICERS, OR AGENTS BE LIABLE FOR ANY INJURYDAMAGES WHATSOEVER, LOSS OR DAMAGE CAUSED OR ALLEGED INCLUDING, BUT NOT LIMITED TO HAVE BEEN CAUSED BY THE GOODS OR SERVICES OBTAINED BY A BUYER OR SOLD BY CUSTOMER THROUGH USE OF THE SERVICES. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY LOST PROFITSDIRECT, LOSS OF DATAINCIDENTAL, OR ANY FORM OF INDIRECTCONSEQUENTIAL, SPECIAL, INCIDENTALEXEMPLARY OR OTHER INDIRECT DAMAGES ARISING OUT OF (I) ANY TRANSACTION CONDUCTED THROUGH OR FACILITATED BY THE SERVICES; (II) ANY CLAIM ATTRIBUTABLE TO ERRORS, PUNITIVEOMISSIONS, OR CONSEQUENTIAL DAMAGES OTHER INACCURACIES IN THE SERVICES DESCRIBED HEREIN OR PROVIDED; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (IV) ANY CHARACTER FROM ANY CAUSES OF ACTION OF ANY KIND WITH RESPECT OTHER MATTER RELATING TO THIS AGREEMENT THE SERVICES DESCRIBED HEREIN OR ANY APPLICABLE SOWPROVIDED, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT THE OTHER PARTY EVEN IF CLASSIC BANK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGEDAMAGES. CHANNELADVISOR’S AGGREGATE IF YOU ARE DISSATISFIED WITH THE SERVICES OR WITH THE TERMS OF THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES. IN ANY JURISDICTION WHERE THE EXCLUSION OR LIMITATION OF LIABILITY UNDER THIS AGREEMENT FOR CONSEQUENTIAL OR APPLICABLE SOW WILL INCIDENTAL DAMAGES MAY NOT EXCEED THE AMOUNTS PAID BY CUSTOMER UNDER THE APPLICABLE SOW GIVING RISE APPLY, ANY LIABILITY OF CLASSIC BANK, OUR OWNERS, DIRECTORS, OFFICERS OR AGENTS, IS LIMITED AND WARRANTIES ARE EXCLUDED TO THE CLAIM DURING THE TWELVE MONTH PERIOD IMMEDIATELY BEFORE THE DATE THE CLAIM AROSE. IF APPLICABLE LAW DOES NOT PERMIT THE DISCLAIMER OF CERTAIN DAMAGES RELATED TO A PARTICULAR CAUSE OF ACTION, THEN THIS LIMITATION SHALL APPLY TO THE MAXIMUM GREATEST EXTENT PERMITTED BY LAW, BUT SHALL, IN NO EVENT, EXCEED ONE HUNDRED DOLLARS ($100.00).

Liability Limitation. CHANNELADVISOR IS ANAM'S AND AMKOR'S TOTAL AGGREGATE LIABILITY TO TI ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING UNDER THIS ARTICLE, SHALL NOT LIABLE EXCEED THE AGGREGATE AMOUNTS PAID BY TI TO CUSTOMER AMKOR HEREUNDER. EXCEPT FOR TI'S OBLIGATION TO PURCHASE AND PAY FOR TI PRODUCTS, TI'S TOTAL AGGREGATE LIABILITY TO ANAM AND AMKOR ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING UNDER THIS ARTICLE, SHALL NOT EXCEED THE AGGREGATE AMOUNTS PAID BY TI TO ANAM HEREUNDER. IN NO EVENT SHALL ANY THIRD PARTY FOR THE FAILURE OF A PERSON TO ENTER INTO A TRANSACTION BY MEANS OF CUSTOMER’S USE OF THE CHANNELADVISOR PLATFORM, ANY MODULE (OR OTHER SOFTWARE LICENSED) OR THE SERVICES. CUSTOMER IS SOLELY RESPONSIBLE FOR ALL SELECTION OF PARTIES WITH WHOM CUSTOMER DOES BUSINESS, AND FOR TERMS AND CONDITIONS OF CUSTOMER’S AGREEMENTS WITH THOSE PARTIES AND WITH NETWORK SITES AND FLEX FEED DESTINATIONS. CHANNELADVISOR HAS NO RESPONSIBILITY FOR THE QUALITY OR AVAILABILITY OF GOODS OR SERVICES PROVIDED BY CUSTOMER, ANY BUYER'S ABILITY TO PAY, ANY THIRD PARTY'S COMPLIANCE WITH THE TERMS OF A TRANSACTION, OR FOR ANY INJURY, LOSS OR DAMAGE CAUSED OR ALLEGED TO HAVE BEEN CAUSED BY THE GOODS OR SERVICES OBTAINED BY A BUYER OR SOLD BY CUSTOMER THROUGH USE OF THE SERVICES. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY LOST PROFITS, LOSS COST OF DATA, PROCUREMENT OF SUBSTITUTE GOODS OR ANY FORM OF OTHER SPECIAL, DIRECT, INDIRECT, SPECIALRELIANCE, INCIDENTAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES DAMAGES, HOWEVER CAUSED AND UNDER ANY THEORY OF ANY CHARACTER FROM ANY CAUSES OF ACTION OF ANY KIND WITH RESPECT TO THIS AGREEMENT OR ANY APPLICABLE SOWLIABILITY, WHETHER BASED ON BREACH OF IN CONTRACT, TORT (INCLUDING NEGLIGENCE), ) OR OTHERWISE, AND . THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER OR NOT THE OTHER PARTY AGAINST WHOM LIABILITY IS ASSERTED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. CHANNELADVISOR’S AGGREGATE LIABILITY UNDER THIS AGREEMENT OR APPLICABLE SOW WILL NOT EXCEED DAMAGES AND NOTWITHSTANDING THE AMOUNTS PAID BY CUSTOMER UNDER THE APPLICABLE SOW GIVING RISE TO THE CLAIM DURING THE TWELVE MONTH PERIOD IMMEDIATELY BEFORE THE DATE THE CLAIM AROSE. IF APPLICABLE LAW DOES NOT PERMIT THE DISCLAIMER FAILURE OF CERTAIN DAMAGES RELATED TO A PARTICULAR CAUSE ESSENTIAL PURPOSE OF ACTION, THEN THIS LIMITATION SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAWANY LIMITED REMEDY.

Liability Limitation. CHANNELADVISOR IS NOT LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR THE FAILURE OF A PERSON TO ENTER INTO A TRANSACTION BY MEANS OF CUSTOMER’S USE OF THE CHANNELADVISOR PLATFORM, ANY MODULE (OR OTHER SOFTWARE LICENSED) OR THE SERVICES. CUSTOMER IS SOLELY RESPONSIBLE FOR ALL SELECTION OF PARTIES WITH WHOM CUSTOMER DOES BUSINESS, AND FOR TERMS AND CONDITIONS OF CUSTOMER’S AGREEMENTS WITH THOSE PARTIES AND WITH NETWORK SITES AND FLEX FEED DESTINATIONS. CHANNELADVISOR HAS NO RESPONSIBILITY FOR THE QUALITY OR AVAILABILITY OF GOODS OR SERVICES PROVIDED BY CUSTOMER, ANY BUYER'S ’S ABILITY TO PAY, ANY THIRD PARTY'S ’S COMPLIANCE WITH THE TERMS OF A TRANSACTION, OR FOR ANY INJURY, LOSS OR DAMAGE CAUSED OR ALLEGED TO HAVE BEEN CAUSED BY THE GOODS OR SERVICES OBTAINED BY A BUYER OR SOLD BY CUSTOMER THROUGH USE OF THE SERVICES. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY LOST PROFITS, LOSS OF DATA, OR ANY FORM OF INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER FROM ANY CAUSES OF ACTION OF ANY KIND WITH RESPECT TO THIS AGREEMENT OR ANY APPLICABLE SOW, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. CHANNELADVISOR’S AGGREGATE LIABILITY UNDER THIS AGREEMENT OR APPLICABLE SOW WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER UNDER THE APPLICABLE SOW GIVING RISE TO THE CLAIM DURING THE TWELVE TWELVE-MONTH PERIOD IMMEDIATELY BEFORE THE DATE THE CLAIM AROSE. IF APPLICABLE LAW DOES NOT PERMIT THE DISCLAIMER OF CERTAIN DAMAGES RELATED TO A PARTICULAR CAUSE OF ACTION, THEN THIS LIMITATION SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW. ADDITIONALLY, CHANNELADVISOR MAY, AT A NETWORK SITE’S OR RESELLER’S REQUEST, PERFORM INTERVENTIONS OR ADJUSTMENTS TO TRANSACTIONS PROCESSED IN OUR TECHNOLOGY, SUCH AS CANCELLATION OF TRANSACTIONS BETWEEN CUSTOMER AND A NETWORK SITE/RESELLER OR MANUAL GENERATION OF SHIPMENT CONFIRMATIONS FROM CUSOTMER (“MERCHANT INITIATED ACTIONS”). CHANNELADVISOR WILL NOT BE LIABLE FOR, AND WILL HAVE NO RESPONSIBILITY TO CUSTOMER OR ANY THIRD PARTY ARISING FROM, CHANNELADVISOR’S PERFORMANCE OF MERCHANT INITIATED ACTIONS AND CUSTOMER WILL NOT ASSERT ANY CLAIMS AGAINST CHANNELADVISOR ARISING FROM CHANNELADVISOR’S PERFORMANCE OF ANY MERCHANT INITIATED ACTIONS.

Liability Limitation. CHANNELADVISOR IS NOT LIABLE TO CUSTOMER EXCEPT AS PROVIDED IN SECTION 8 OR ANY THIRD PARTY FOR THE FAILURE OF A PERSON TO ENTER INTO A TRANSACTION BY MEANS OF CUSTOMER’S USE OF THE CHANNELADVISOR PLATFORMAS OTHERWISE PROVIDED HEREIN, ANY MODULE (OR OTHER SOFTWARE LICENSED) OR THE SERVICES. CUSTOMER IS SOLELY RESPONSIBLE FOR ALL SELECTION OF PARTIES WITH WHOM CUSTOMER DOES BUSINESS, AND FOR TERMS AND CONDITIONS OF CUSTOMER’S AGREEMENTS WITH THOSE PARTIES AND WITH NETWORK SITES AND FLEX FEED DESTINATIONS. CHANNELADVISOR HAS NO RESPONSIBILITY FOR THE QUALITY OR AVAILABILITY OF GOODS OR SERVICES PROVIDED BY CUSTOMER, ANY BUYER'S ABILITY TO PAY, ANY THIRD PARTY'S COMPLIANCE WITH THE TERMS OF A TRANSACTION, OR FOR ANY INJURY, LOSS OR DAMAGE CAUSED OR ALLEGED TO HAVE BEEN CAUSED BY THE GOODS OR SERVICES OBTAINED BY A BUYER OR SOLD BY CUSTOMER THROUGH USE OF THE SERVICES. NEITHER PARTY SHALL BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS, LOST REVENUE OR LOST ANTICIPATED SAVINGS IN CONNECTION WITH THIS AGREEMENT. THE PARTIES' RESPECTIVE CONFIDENTIALITY OBLIGATION AND FOR LIABILITY CAUSED BY GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A PARTY, UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER UNDER ANY CONTRACT, STRICT LIABILITY, NEGLIGENCE, OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS, LOSS LOST REVENUE OR ANTICIPATED SAVINGS IN CONNECTION WITH THIS AGREEMENT. UNLESS FURTHER LIMITED ELSEWHERE IN THIS AGREEMENT, THE ENTIRE LIABILITY OF DATAManufacturer AND COMPANY'S EXCLUSIVE REMEDY FOR DAMAGES FROM ANY CAUSE RELATED TO OR ARISING OUT OF THIS AGREEMENT, OR ANY REGARDLESS OF THE FORM OF INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER FROM ANY CAUSES OF ACTION OF ANY KIND WITH RESPECT TO THIS AGREEMENT OR ANY APPLICABLE SOWACTION, WHETHER BASED ON BREACH OF CONTRACTIN CONTRACT OR TORT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. CHANNELADVISOR’S AGGREGATE LIABILITY UNDER THIS AGREEMENT OR APPLICABLE SOW WILL NOT EXCEED THE AMOUNTS CHARGES PAID BY CUSTOMER UNDER THE APPLICABLE SOW GIVING RISE TO THE CLAIM Manufacturer DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY BEFORE PRIOR TO NOTICE PURSUANT TO SECTION 17) FOR THE DATE PRODUCTS OR SERVICES WHICH ARE THE CLAIM AROSE. IF APPLICABLE LAW DOES NOT PERMIT THE DISCLAIMER SUBJECT MATTER OF CERTAIN DAMAGES OR DIRECTLY RELATED TO A PARTICULAR CAUSE THE CAUSES OF ACTION, THEN THIS LIMITATION SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAWACTION ASSERTED.

Liability Limitation. CHANNELADVISOR IS NOT LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR THE FAILURE OF A PERSON TO ENTER INTO A TRANSACTION BY MEANS OF CUSTOMERINSTITUTION’S USE OF THE CHANNELADVISOR PLATFORM, ANY MODULE (OR OTHER SOFTWARE LICENSED) OR THE SERVICES. CUSTOMER IS SOLELY RESPONSIBLE FOR ALL SELECTION OF PARTIES WITH WHOM CUSTOMER DOES BUSINESSSOLE REMEDY, AND FOR TERMS AND CONDITIONS OF CUSTOMERFHLBANK ATLANTA’S AGREEMENTS WITH THOSE PARTIES AND WITH NETWORK SITES AND FLEX FEED DESTINATIONS. CHANNELADVISOR HAS NO RESPONSIBILITY FOR THE QUALITY OR AVAILABILITY OF GOODS OR SERVICES PROVIDED BY CUSTOMERSOLE OBLIGATION, ANY BUYER'S ABILITY TO PAY, ANY THIRD PARTY'S COMPLIANCE WITH THE TERMS OF A TRANSACTION, OR FOR ANY INJURY, LOSS OR DAMAGE CAUSED OR ALLEGED TO HAVE BEEN CAUSED BY THE GOODS OR SERVICES OBTAINED BY A BUYER OR SOLD BY CUSTOMER THROUGH USE OF THE SERVICES. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY LOST PROFITS, LOSS OF DATA, OR ANY FORM OF INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER FROM ANY CAUSES OF ACTION OF ANY KIND WITH RESPECT TO THIS ANY BREACH OF THE AGREEMENT OR ANY APPLICABLE SOW, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), FAILURE OR OTHERWISE, AND WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED ERROR OF THE POSSIBILITY SERVICES WILL BE THE RESTORATION OR CORRECTION OF SUCH DAMAGESERVICE. CHANNELADVISOR’S AGGREGATE LIABILITY UNDER THIS AGREEMENT OR APPLICABLE SOW WILL NOT EXCEED WITHOUT LIMITING THE AMOUNTS PAID BY CUSTOMER UNDER THE APPLICABLE SOW GIVING RISE TO THE CLAIM DURING THE TWELVE MONTH PERIOD IMMEDIATELY BEFORE THE DATE THE CLAIM AROSE. IF APPLICABLE LAW DOES NOT PERMIT THE DISCLAIMER OF CERTAIN DAMAGES RELATED TO A PARTICULAR CAUSE OF ACTIONFOREGOING, THEN THIS LIMITATION SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FHLBANK ATLANTA WILL NOT BE LIABLE TO INSTITUTION OR ANY THIRD PARTY UNDER ANY CIRCUMSTANCES (INCLUDING, WITHOUT LIMITATION, ANY THEORIES OF BREACH OF CONTRACT OR WARRANTY OR TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE OR STRICT LIABILITY)) FOR ANY DIRECT (EXCEPT TO THE EXTENT SUCH DIRECT DAMAGES ARE CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF FHLBANK ATLANTA), COMPENSATORY, SPECIAL, EXEMPLARY, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHER DAMAGES, ANY COSTS TO PROCURE SUBSTITUTE SERVICES OR ANY LOST PROFITS, LOST BUSINESS, LOSS OF USE OR DATA OR INTERRUPTION OF BUSINESS RELATING TO THE AGREEMENT OR THE SERVICES (OR THE UNAVAILABILITY OF ALL OR ANY PART THEREOF), EVEN IF FHLBANK ATLANTA KNEW OF THE POSSIBILITY OF SUCH DAMAGES. INSTITUTION ACKNOWLEDGES THAT FHLBANK ATLANTA IS NOT AN INSURER AND THE PROVISION OF THE SERVICES BY FHLBANK ATLANTA IS CONTINGENT ON THE LIABILITY LIMITATIONS IN THIS SECTION 8.

Liability Limitation. CHANNELADVISOR IS NOT LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR THE FAILURE OF A PERSON TO ENTER INTO A TRANSACTION BY MEANS OF CUSTOMER’S USE OF THE CHANNELADVISOR PLATFORM, ANY MODULE (OR OTHER SOFTWARE LICENSED) OR THE SERVICES. CUSTOMER IS SOLELY RESPONSIBLE FOR ALL SELECTION OF PARTIES WITH WHOM CUSTOMER DOES BUSINESS, AND FOR TERMS AND CONDITIONS OF CUSTOMER’S AGREEMENTS WITH THOSE PARTIES AND WITH NETWORK SITES AND FLEX FEED DESTINATIONS. CHANNELADVISOR HAS NO RESPONSIBILITY FOR THE QUALITY OR AVAILABILITY OF GOODS OR SERVICES PROVIDED BY CUSTOMER, ANY BUYER'S ’S ABILITY TO PAY, ANY THIRD PARTY'S ’S COMPLIANCE WITH THE TERMS OF A TRANSACTION, OR FOR ANY INJURY, LOSS OR DAMAGE CAUSED OR ALLEGED TO HAVE BEEN CAUSED BY THE GOODS OR SERVICES OBTAINED BY A BUYER OR SOLD BY CUSTOMER THROUGH USE OF THE SERVICES. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY LOST PROFITS, LOSS OF DATA, OR ANY FORM OF INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER FROM ANY CAUSES OF ACTION OF ANY KIND WITH RESPECT TO THIS AGREEMENT OR ANY APPLICABLE SOW, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. CHANNELADVISOR’S AGGREGATE LIABILITY UNDER THIS AGREEMENT OR APPLICABLE SOW WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER UNDER THE APPLICABLE SOW GIVING RISE TO THE CLAIM DURING THE TWELVE TWELVE-MONTH PERIOD IMMEDIATELY BEFORE THE DATE THE CLAIM AROSE. IF APPLICABLE LAW DOES NOT PERMIT THE DISCLAIMER OF CERTAIN DAMAGES RELATED TO A PARTICULAR CAUSE OF ACTION, THEN THIS LIMITATION SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW. ADDITIONALLY, CHANNELADVISOR MAY, AT A NETWORK SITE’S OR RESELLER’S REQUEST, PERFORM INTERVENTIONS OR ADJUSTMENTS TO TRANSACTIONS PROCESSED IN OUR TECHNOLOGY, SUCH AS CANCELLATION OF TRANSACTIONS BETWEEN CUSTOMER AND A NETWORK SITE/RESELLER OR MANUAL GENERATION OF SHIPMENT CONFIRMATIONS FROM CUSTOMER (“MERCHANT INITIATED ACTIONS”). CHANNELADVISOR WILL NOT BE LIABLE FOR, AND WILL HAVE NO RESPONSIBILITY TO CUSTOMER OR ANY THIRD PARTY ARISING FROM, CHANNELADVISOR’S PERFORMANCE OF MERCHANT INITIATED ACTIONS AND CUSTOMER WILL NOT ASSERT ANY CLAIMS AGAINST CHANNELADVISOR ARISING FROM CHANNELADVISOR’S PERFORMANCE OF ANY MERCHANT INITIATED ACTIONS.

Liability Limitation. CHANNELADVISOR IS NOT LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR THE FAILURE OF A PERSON TO ENTER INTO A TRANSACTION BY MEANS OF CUSTOMER’S USE OF THE CHANNELADVISOR PLATFORM, ANY MODULE (OR OTHER SOFTWARE LICENSED) OR THE SERVICES. CUSTOMER IS SOLELY RESPONSIBLE FOR ALL SELECTION OF PARTIES WITH WHOM CUSTOMER DOES BUSINESS, AND FOR TERMS AND CONDITIONS OF CUSTOMER’S AGREEMENTS WITH THOSE PARTIES AND WITH NETWORK SITES AND FLEX FEED DESTINATIONS. CHANNELADVISOR HAS NO RESPONSIBILITY FOR THE QUALITY OR AVAILABILITY OF GOODS OR SERVICES PROVIDED BY CUSTOMER, ANY BUYER'S ’S ABILITY TO PAY, ANY THIRD PARTY'S ’S COMPLIANCE WITH THE TERMS OF A TRANSACTION, OR FOR ANY INJURY, LOSS OR DAMAGE CAUSED OR ALLEGED TO HAVE BEEN CAUSED BY THE GOODS OR SERVICES OBTAINED BY A BUYER OR SOLD BY CUSTOMER THROUGH USE OF THE SERVICES. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY LOST PROFITS, LOSS OF DATA, OR ANY FORM OF INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER FROM ANY CAUSES OF ACTION OF ANY KIND WITH RESPECT TO THIS AGREEMENT OR ANY APPLICABLE SOW, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. CHANNELADVISOR’S AGGREGATE LIABILITY UNDER THIS AGREEMENT OR APPLICABLE SOW WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER UNDER THE APPLICABLE SOW GIVING RISE TO THE CLAIM DURING THE TWELVE TWELVE-MONTH PERIOD IMMEDIATELY BEFORE THE DATE THE CLAIM AROSE. IF APPLICABLE LAW DOES NOT PERMIT THE DISCLAIMER OF CERTAIN DAMAGES RELATED TO A PARTICULAR CAUSE OF ACTION, THEN THIS LIMITATION SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Liability Limitation. CHANNELADVISOR IS NOT LIABLE Except (i) with respect to HBOC's obligations under Paragraph 8 of this Section I, or (ii) in the event of personal injury or property damage not a result of performance of the Software, HBOC's CUMULATIVE LIABILITY TO CUSTOMER OR FOR FAILURE TO CORRECT A NONCONFORMITY AND ANY THIRD PARTY OTHER BREACH OF THIS AGREEMENT FOR ANY AND ALL CLAIMS, REGARDLESS OF THE FAILURE FORM OF A PERSON ACTION, RELATING TO ENTER INTO A TRANSACTION BY MEANS OF CUSTOMER’S THE USE OF OR THE CHANNELADVISOR PLATFORMINABILITY TO USE THE DEFECTIVE SOFTWARE SHALL NOT EXCEED THE TOTAL AMOUNT OF THE LICENSE FEE PAID BY CUSTOMER TO HBOC FOR SAID DEFECTIVE SOFTWARE, AND ANY MODULE (OR OTHER SOFTWARE LICENSEDREASONABLY RENDERED INEFFECTIVE AS THE RESULT OF SAID DEFECT; PROVIDED, HOWEVER, THAT FOR A PERIOD OF ONE (1) OR YEAR AFTER THE SERVICES. CUSTOMER IS SOLELY RESPONSIBLE FOR LIVE DATE, SAID AMOUNT SHALL BE THE TOTAL OF ALL SELECTION OF PARTIES WITH WHOM CUSTOMER DOES BUSINESSFEES, COSTS, AND FOR TERMS AND CONDITIONS OF CUSTOMER’S AGREEMENTS WITH THOSE PARTIES AND WITH NETWORK SITES AND FLEX FEED DESTINATIONSCHARGES PAID BY CUSTOMER RELATED TO DEFECTIVE SOFTWARE TO HBOC UNDER THIS AGREEMENT. CHANNELADVISOR HAS UNDER NO RESPONSIBILITY FOR THE QUALITY OR AVAILABILITY OF GOODS OR SERVICES PROVIDED BY CUSTOMER, CIRCUMSTANCES SHALL HBOC HAVE ANY BUYER'S ABILITY LIABILITY TO PAY, ANY THIRD PARTY'S COMPLIANCE WITH THE TERMS OF A TRANSACTION, OR CUSTOMER FOR ANY INJURYCONSEQUENTIAL, LOSS OR DAMAGE CAUSED OR ALLEGED TO HAVE BEEN CAUSED BY THE GOODS OR SERVICES OBTAINED BY A BUYER OR SOLD BY CUSTOMER THROUGH USE OF THE SERVICES. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY LOST PROFITS, LOSS OF DATA, OR ANY FORM OF INDIRECT, SPECIALEXEMPLARY, INCIDENTAL, PUNITIVEINDIRECT OR SPECIAL DAMAGES OR COSTS, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR CONSEQUENTIAL DAMAGES LOSS OF ANY CHARACTER GOODWILL, RESULTING FROM ANY CAUSES VIOLATION OF ACTION OF ANY KIND WITH RESPECT TO THIS AGREEMENT OR ANY APPLICABLE SOW, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT THE OTHER PARTY EVEN IF HBOC HAS BEEN ADVISED ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGETHEREOF. CHANNELADVISOR’S AGGREGATE LIABILITY UNDER THIS AGREEMENT OR APPLICABLE SOW WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER UNDER THE APPLICABLE SOW GIVING RISE TO THE CLAIM DURING THE TWELVE MONTH PERIOD IMMEDIATELY BEFORE THE DATE THE CLAIM AROSE. IF APPLICABLE LAW DOES NOT PERMIT THE DISCLAIMER OF CERTAIN DAMAGES RELATED TO A PARTICULAR CAUSE OF ACTIONCustomer acknowledges that the foregoing limitations of liability and remedies represent bargained for allocations of risk, THEN THIS LIMITATION SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAWand that HBOC's Fees, Charges, and Costs hereunder represent the allocations of such risk.

Liability Limitation. CHANNELADVISOR IS NOT REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, AND EXCEPT FOR BODILY INJURY, IN NO EVENT WILL MJF OR ITS VENDORS, BE LIABLE TO CUSTOMER LICENSEE OR TO ANY THIRD PARTY FOR THE FAILURE OF A PERSON TO ENTER INTO A TRANSACTION BY MEANS OF CUSTOMER’S USE OF THE CHANNELADVISOR PLATFORMUNDER ANY TORT, ANY MODULE (CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER SOFTWARE LICENSED) LEGAL OR THE SERVICES. CUSTOMER IS SOLELY RESPONSIBLE FOR ALL SELECTION OF PARTIES WITH WHOM CUSTOMER DOES BUSINESS, AND FOR TERMS AND CONDITIONS OF CUSTOMER’S AGREEMENTS WITH THOSE PARTIES AND WITH NETWORK SITES AND FLEX FEED DESTINATIONS. CHANNELADVISOR HAS NO RESPONSIBILITY FOR THE QUALITY OR AVAILABILITY OF GOODS OR SERVICES PROVIDED BY CUSTOMER, ANY BUYER'S ABILITY TO PAY, ANY THIRD PARTY'S COMPLIANCE WITH THE TERMS OF A TRANSACTION, OR FOR ANY INJURY, LOSS OR DAMAGE CAUSED OR ALLEGED TO HAVE BEEN CAUSED BY THE GOODS OR SERVICES OBTAINED BY A BUYER OR SOLD BY CUSTOMER THROUGH USE OF THE SERVICES. NEITHER PARTY SHALL BE LIABLE TO THE OTHER EQUITABLE THEORY FOR ANY LOST PROFITS, LOSS OF LOST OR CORRUPTED DATA, COMPUTER FAILURE OR ANY FORM MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER FROM KIND ARISING OUT OF THE USE OR INABILITY TO USE THE APIs, EVEN IF MJF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE. THE SOLE AND EXCLUSIVE MAXIMUM LIABILITY OF MJF AND ITS AFFILIATES AND ITS AND THEIR LICENSORS, SUPPLIERS, SERVICE PROVIDERS, BUSINESS PARTNERS AND CUSTOMERS FOR ANY DAMAGES, LOSSES AND CAUSES OF ACTION OF ANY KIND WITH RESPECT TO THIS AGREEMENT OR ANY APPLICABLE SOWACTION, WHETHER BASED ON BREACH OF IN CONTRACT, TORT (INCLUDING NEGLIGENCE), INDEMNITY OR OTHERWISE, AND WHETHER IN CONNECTION WITH THE APIS, API KEYS, API MATERIALS, DATA OR NOT THIS AGREEMENT, WILL BE LIMITED TO THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. CHANNELADVISOR’S AGGREGATE LIABILITY UNDER THIS AGREEMENT OR APPLICABLE SOW WILL NOT EXCEED THE TOTAL AMOUNTS PAID BY CUSTOMER UNDER THE APPLICABLE SOW GIVING RISE TO THE CLAIM LICENSEE DURING THE TWELVE MONTH PERIOD IMMEDIATELY BEFORE PRECEDING THE DATE EVENTS GIVING RISE TO SUCH LIABILITY. ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE CLAIM AROSEOCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM. IF APPLICABLE LAW DOES NOT PERMIT THE DISCLAIMER IN ADDITION, MJF DISCLAIMS ALL LIABILITY OF CERTAIN DAMAGES RELATED TO A PARTICULAR CAUSE ANY KIND OF ACTION, THEN THIS LIMITATION SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAWMJF’S VENDORS.

Liability Limitation. CHANNELADVISOR SHOPPING FEED IS NOT LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR THE FAILURE OF A PERSON TO ENTER INTO A TRANSACTION BY MEANS OF CUSTOMER’S USE OF THE CHANNELADVISOR SHOPPING FEED PLATFORM, ANY MODULE (OR OTHER SOFTWARE LICENSED) OR THE SERVICES. CUSTOMER IS SOLELY RESPONSIBLE FOR ALL SELECTION OF PARTIES WITH WHOM CUSTOMER DOES BUSINESS, AND FOR TERMS AND CONDITIONS OF CUSTOMER’S AGREEMENTS WITH THOSE PARTIES AND WITH NETWORK SITES AND FLEX SITES. SHOPPING FEED DESTINATIONS. CHANNELADVISOR HAS NO RESPONSIBILITY FOR THE QUALITY OR AVAILABILITY OF GOODS OR SERVICES PROVIDED BY CUSTOMER, ANY BUYER'S ABILITY TO PAY, ANY THIRD PARTY'S COMPLIANCE WITH THE TERMS OF A TRANSACTION, OR FOR ANY INJURY, LOSS OR DAMAGE CAUSED OR ALLEGED TO HAVE BEEN CAUSED BY THE GOODS OR SERVICES OBTAINED BY A BUYER OR SOLD BY CUSTOMER THROUGH USE OF THE SERVICES. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY LOST PROFITS, LOSS OF DATA, OR ANY FORM OF INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER FROM ANY CAUSES OF ACTION OF ANY KIND WITH RESPECT TO THIS AGREEMENT OR ANY APPLICABLE SOW, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. CHANNELADVISORSHOPPING FEED’S AGGREGATE LIABILITY UNDER THIS AGREEMENT OR APPLICABLE SOW WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER UNDER THE APPLICABLE SOW GIVING RISE TO THE CLAIM DURING THE TWELVE MONTH PERIOD IMMEDIATELY BEFORE THE DATE THE CLAIM AROSE. IF APPLICABLE LAW DOES NOT PERMIT THE DISCLAIMER OF CERTAIN DAMAGES RELATED TO A PARTICULAR CAUSE OF ACTION, THEN THIS LIMITATION SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Liability Limitation. CHANNELADVISOR IS NOT IN NO EVENT SHALL DMI BE LIABLE FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES OR REMEDIES RELATING TO CUSTOMER THIS WARRANTY, THE SOFTWARE OR ANY THIRD PARTY WARRANTY ITEMS, GOODS, SERVICES OR INTANGIBLES (EXCLUDED DAMAGES INCLUDE, WITHOUT LIMITATION, FOR THE FAILURE OF A PERSON TO ENTER INTO A TRANSACTION BY MEANS OF CUSTOMER’S USE OF THE CHANNELADVISOR PLATFORM, ANY MODULE (OR OTHER SOFTWARE LICENSED) OR THE SERVICES. CUSTOMER IS SOLELY RESPONSIBLE FOR ALL SELECTION OF PARTIES WITH WHOM CUSTOMER DOES BUSINESS, AND FOR TERMS AND CONDITIONS OF CUSTOMER’S AGREEMENTS WITH THOSE PARTIES AND WITH NETWORK SITES AND FLEX FEED DESTINATIONS. CHANNELADVISOR HAS NO RESPONSIBILITY FOR THE QUALITY OR AVAILABILITY OF GOODS OR SERVICES PROVIDED BY CUSTOMER, ANY BUYER'S ABILITY TO PAY, ANY THIRD PARTY'S COMPLIANCE WITH THE TERMS OF A TRANSACTION, OR FOR ANY INJURY, LOSS OR DAMAGE CAUSED OR ALLEGED TO HAVE BEEN CAUSED BY THE GOODS OR SERVICES OBTAINED BY A BUYER OR SOLD BY CUSTOMER THROUGH USE OF THE SERVICES. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY LOST PROFITS, BUSINESS INTERRUPTION, COSTS OF DELAY, FAILURE OF DELIVERY, REVENUE, GOODWILL, LOST OR DAMAGED DATA, DOCUMENTATION OR EQUIPMENT, LOSS OF BUSINESS INFORMATION, COST OF REMOVAL OR INSTALLATION OF ANYTHING, INTERCEPTIONS, DEFECTS, VIRUSES, DELAYS, OR FAILURE OF PERFORMANCE, OTHER LOSS ARISING OUT OF USE, OR INABILITY TO USE THE PRODUCT, LIABILITIES TO THIRD PARTIES, INABILITY TO USE THE SOFTWARE OR HARDWARE, ERRORS IN THE SOFTWARE OR HARDWARE, MALFUNCTIONS OR ERRONEOUS DATA, PAYMENTS TO THIRD PARTIES WHICH ARE TOO SMALL, TOO LARGE, TOO LATE OR ANY FORM OF INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER FROM ANY CAUSES OF ACTION OF ANY KIND WITH RESPECT TO THIS AGREEMENT OR ANY APPLICABLE SOW, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCEARE OTHERWISE IMPROPER), OR OTHERWISE, AND WHETHER OR NOT THE OTHER PARTY EVEN IF DMI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGEDAMAGES AND REGARDLESS OF THE FORM OF ACTION (INCLUDING, WITHOUT LIMITATION, CONTRACT, NEGLIGENCE, TORT, WARRANTY, ETC.), ANY ASSERTED DMI BREACH OF PROMISE OR WARRANTY; ANY ACT OR FAILURE TO ACT; NEGLIGENCE INCLUDING GROSS NEGLIGENCE; OR ANY CLAIM MADE AGAINST USER BY ANY OTHER PARTY. CHANNELADVISORWITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL DMI’S LIABILITY (FOR ALL CAUSES OF ACTION), EXCEED THE AMOUNT PAID BY User TO DMI FOR THE SPECIFIC ITEM OR PRODUCT WHICH CAUSED THE PROBLEM. THESE LIMITATIONS ARE INDEPENDENT AND APPLY REGARDLESS OF THE BASIS OF THE CLAIM, INCLUDING, BUT NOT LIMITED TO, A FINDING THAT A WARRANTY, CONDITION, OR REMEDY HAS FAILED ITS ESSENTIAL PURPOSE, BREACH OF CONTRACT (INCLUDING, BUT NOT LIMITED TO, FUNDAMENTAL BREACH), TORT, (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR MISREPRESENTATION), BREACH OF STATUTORY DUTY, OR OTHER LEGAL OR EQUITABLE THEORY. ANY CAUSE OF ACTION User MAY HAVE AGAINST DMI, ITS AFFILIATES, OFFICERS AND AGENTS MUST BE COMMENCED WITHIN ONE YEAR AFTER THE CLAIM OR CAUSE OF ACTION ARISES OR SHALL BE FOREVER BARRED. DMI’S MAXIMUM AGGREGATE LIABILITY UNDER THIS AGREEMENT OR APPLICABLE SOW WILL NOT SHALL NEVER EXCEED THE AMOUNTS AMOUNT PAID BY CUSTOMER UNDER USER FOR THE APPLICABLE SOW GIVING RISE TO ITEMS COVERED BY THIS WARRANTY. THIS LIMITATION OF LIABILITY SHALL APPLY REGARDLESS OF THE CLAIM DURING BASIS OF THE TWELVE MONTH PERIOD IMMEDIATELY BEFORE THE DATE THE CLAIM AROSECLAIM. IF APPLICABLE LAW DOES Governmental Entities. CERTAIN GOVERNMENTAL BODIES DO NOT PERMIT THE DISCLAIMER ALLOW DISCLAIMERS OF CERTAIN DAMAGES RELATED TO A PARTICULAR CAUSE WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO ONE OR ALL OF ACTION, THEN THIS LIMITATION SHALL THE LIMITATIONS HEREIN MAY NOT APPLY TO USER. CERTAIN GOVERNMENTAL BODIES DO NOT ALLOW THE MAXIMUM EXTENT PERMITTED BY LAWLIMITATION OF CERTAIN DAMAGES, SO SOME OR ALL OF ANY LIMITATIONS ON LIABILITY MAY NOT APPLY TO USER AND USER MAY HAVE ADDITIONAL RIGHTS.

Liability Limitation. CHANNELADVISOR 8.1 EXCLUSIVE REMEDY; LIMITATION OF LIABILITY YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR (i) OUR, OR OUR DEALER'S, AGENT'S, REPRESENTATIVE'S, VENDOR'S, OR SUPPLIER'S FAILURE TO PROVIDE YOU WITH SERVICE OR SENSERA'S FAILURE TO PERFORM HEREUNDER SHALL BE YOUR RIGHT TO HAVE SENSERA RE-PERFORM SUCH SERVICE. UNLESS THE LAW FORBIDS IT IN ANY PARTICULAR CASE, OR (ii) ANY FAILURE, MALFUNCTION, DEFECT, OR OTHERWISE RELATED TO, ARISING OUT OF, OR IN CONNECTION WITH ANY PRODUCT, OR OTHER EQUIPMENT SUPPLIED OR PROVIDED BY SENSERA, SHALL BE YOUR RIGHT TO HAVE SENSERA REPAIR, OR HAVE REPAIRED, REPLACE, OR HAVE REPLACED, SUCH PRODUCT, OR OTHER EQUIPMENT. UNLESS THE EXCLUSIVE REMEDY SET FORTH IN THE PREVIOUS SENTENCE IS NOT LIABLE PROHIBITED UNDER APPLICABLE LAW, YOU AGREE TO CUSTOMER LIMIT CLAIMS FOR DAMAGES OR OTHER MONETARY RELIEF AGAINST THE SENSERA PARTIES, OR ANY THIRD PARTY SUPPLIER, AGENT, DEALER, REPRESENTATIVE, VENDOR OR MANUFACTURER, TO THE MONTHLY SERVICE OR OTHER CHARGES YOU PAID FOR THE FAILURE OF A PERSON TO ENTER INTO A TRANSACTION BY MEANS OF CUSTOMER’S USE APPLICABLE SERVICE OR, IF PURCHASED FROM SENSARA, THE PRICE OF THE CHANNELADVISOR PLATFORM, ANY MODULE (OR OTHER SOFTWARE LICENSED) OR PRODUCT. AS A MATERIAL PART OF THE SERVICES. CUSTOMER IS SOLELY RESPONSIBLE FOR ALL SELECTION OF PARTIES WITH WHOM CUSTOMER DOES BUSINESS, AND FOR TERMS AND CONDITIONS OF CUSTOMER’S AGREEMENTS WITH THOSE PARTIES AND WITH NETWORK SITES AND FLEX FEED DESTINATIONS. CHANNELADVISOR HAS NO RESPONSIBILITY CONSIDERATION PAID BY YOU FOR THE QUALITY OR AVAILABILITY OF GOODS OR SERVICES PROVIDED BY CUSTOMERSENSERA OR ANY SUPPLIER, AGENT, DEALER, REPRESENTATIVE, VENDOR OR MANUFACTURER OF SENSERA, UNDER THIS AGREEMENT, AND NOTWITHSTANDING ANY BUYER'S ABILITY TO PAYOTHER PROVISION HEREOF, YOU AGREE THAT UNDER NO CIRCUMSTANCES ARE WE LIABLE FOR ANY THIRD PARTY'S COMPLIANCE WITH THE TERMS INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, TREBLE, PUNITIVE OR SPECIAL DAMAGES OF A TRANSACTIONANY NATURE WHATSOEVER ARISING OUT OF, RELATED TO, OR FOR ANY INJURYIN CONNECTION WITH, LOSS OR DAMAGE CAUSED OR ALLEGED TO HAVE BEEN CAUSED BY THE GOODS OR SERVICES OBTAINED BY A BUYER OR SOLD BY CUSTOMER THROUGH USE OF THE SERVICES. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF DATABUSINESS, OR COST OF REPLACEMENT PRODUCTS AND SERVICES, TO THE FULLEST EXTENT THE SAME MAY BE DISCLAIMED BY LAW. THIS MEANS THAT NEITHER OF US WILL SEEK ANY FORM OF INDIRECT, SPECIAL, INCIDENTALCONSEQUENTIAL, PUNITIVETREBLE, OR CONSEQUENTIAL PUNITIVE DAMAGES FROM THE OTHER. THIS EXCLUSIVE REMEDY, LIMITATION, AND WAIVER ALSO APPLY TO ANY CLAIMS EITHER PARTY MAY BRING AGAINST THE OTHER PARTY TO THE EXTENT THAT IT WOULD BE REQUIRED TO INDEMNIFY THAT PARTY FOR SUCH CLAIM. THIS LIMITATION AND WAIVER WILL APPLY REGARDLESS OF ANY CHARACTER FROM ANY CAUSES THE THEORY OF ACTION OF ANY KIND WITH RESPECT TO THIS AGREEMENT OR ANY APPLICABLE SOWLIABILITY, WHETHER BASED ON FRAUD, MISREPRESENTATION, BREACH OF CONTRACT, TORT (INCLUDING PERSONAL INJURY, NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISEANY OTHER THEORY. YOU AGREE THAT THE FOREGOING ALLOCATION OF RISK SHALL, AND IN THE EVENT OF SENSERA'S INABILITY, DESPITE GOOD FAITH EFFORTS, TO PROVIDE THE SERVICES OR THE PRODUCTS, REMAIN IN EFFECT REGARDLESS OF WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. CHANNELADVISOR’S AGGREGATE LIABILITY EXCLUSIVE REMEDIES PROVIDED FOR UNDER THIS AGREEMENT SECTION THEN SATISFY THE ESSENTIAL PURPOSES FOR WHICH THEY WERE INTENDED, OR APPLICABLE SOW WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER UNDER THE APPLICABLE SOW GIVING RISE TO THE CLAIM DURING THE TWELVE MONTH PERIOD IMMEDIATELY BEFORE THE DATE THE CLAIM AROSEOTHERWISE PROVIDE YOU WITH A FAIR QUANTUM OF RELIEF. IF APPLICABLE LAW DOES NOT PERMIT THE DISCLAIMER OF CERTAIN DAMAGES RELATED CLAIM, EXCEPT AS STATED IN SECTION 6 ABOVE WITH RESPECT TO A PARTICULAR CAUSE OF ACTION, THEN THIS LIMITATION SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.VALID WARRANTY

Liability Limitation. CHANNELADVISOR IS NOT LIABLE SUBJECT TO CUSTOMER THE SUBSECTION PARAGRAPH TITLED “EXCLUSION OF CERTAIN DAMAGES,” INSIGHT’S AGGREGATE MAXIMUM LIABILITY TO CLIENT FOR DAMAGES IN RELATION TO THIS AGREEMENT OR ANY THIRD PARTY FOR OTHERWISE ARISING FROM THE FAILURE OF A PERSON TO ENTER INTO A TRANSACTION BY MEANS OF CUSTOMER’S USE SUPPLY OF THE CHANNELADVISOR PLATFORMCLOUD SERVICES OR FROM THE FIRST LINE SUPPORT (WHETHER SUCH LIABILITY ARISES DUE TO NEGLIGENCE, ANY MODULE (OR OTHER SOFTWARE LICENSED) OR THE SERVICES. CUSTOMER IS SOLELY RESPONSIBLE FOR ALL SELECTION TORT, BREACH OF PARTIES WITH WHOM CUSTOMER DOES BUSINESSCONTRACT, AND FOR TERMS AND CONDITIONS BREACH OF CUSTOMER’S AGREEMENTS WITH THOSE PARTIES AND WITH NETWORK SITES AND FLEX FEED DESTINATIONS. CHANNELADVISOR HAS NO RESPONSIBILITY FOR THE QUALITY OR AVAILABILITY OF GOODS OR SERVICES PROVIDED BY CUSTOMERSTATUTORY DUTY, ANY BUYER'S ABILITY TO PAY, ANY THIRD PARTY'S COMPLIANCE WITH THE TERMS OF A TRANSACTIONMISREPRESENTATION, OR FOR ANY INJURY, LOSS OR DAMAGE CAUSED OR ALLEGED OTHER REASON) SHALL BE LIMITED TO HAVE BEEN CAUSED THE ACTUAL AMOUNT PAID BY THE GOODS OR SERVICES OBTAINED BY A BUYER OR SOLD BY CUSTOMER THROUGH USE CLIENT TO INSIGHT FOR THE CLOUD SERVICE PROVIDED TO CLIENT DURING THE THREE-MONTH PERIOD (WITHIN THE APPLICABLE TERM) THAT IMMEDIATELY PRECEEDS THE EVENT CAUSING SUCH LIABILITY; PROVIDED, HOWEVER, THAT IF THE EVENT CAUSING SUCH LIABILITY OCCURS DURING THE FIRST THREE MONTHS OF THE SERVICES. NEITHER PARTY APPLICABLE TERM, THEN INSIGHT’S AGGREGATE MAXIMUM LIABILITY TO CLIENT FOR DAMAGES SHALL BE LIABLE LIMITED TO THE OTHER ACTUAL AMOUNT PAID BY THE CLIENT TO INSIGHT FOR ANY LOST PROFITS, LOSS THE CLOUD SERVICE PROVIDED TO CLIENT FROM THE COMMENCEMENT OF DATA, THE APPLICABLE TERM THROUGH THE DATE THE EVENT CAUSING SUCH LIABILITY OCCURRED. SUCH LIMIT SHALL APPLY TO EACH EVENT OR ANY FORM SERIES OF INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL CONNECTED EVENTS. UNDER NO CIRCUMSTANCES WILL INSIGHT’S AGGREGATE MAXIMUM LIABILITY TO CLIENT FOR DAMAGES OF ANY CHARACTER FROM ANY CAUSES OF ACTION OF ANY KIND IN CONNECTION WITH RESPECT ALL LIABILITY- CAUSING EVENTS IN RELATION TO THIS AGREEMENT OR ANY APPLICABLE SOW, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT OTHERWISE ARISING FROM THE OTHER PARTY HAS BEEN ADVISED SUPPLY OF THE POSSIBILITY OF SUCH DAMAGE. CHANNELADVISOR’S AGGREGATE LIABILITY UNDER THIS AGREEMENT CLOUD SERVICES OR APPLICABLE SOW WILL NOT FROM THE FIRST LINE SUPPORT EXCEED THE AMOUNTS TOTAL AMOUNT PAID BY CUSTOMER UNDER CLIENT TO INSIGHT FOR THE CLOUD SERVICES FOR THE TWELVE-MONTH PERIOD (WITHIN THE APPLICABLE SOW GIVING RISE TO TERM) PRECEDING THE CLAIM DURING THE TWELVE MONTH PERIOD IMMEDIATELY BEFORE THE DATE THE CLAIM AROSE. IF APPLICABLE LAW DOES LIABILITY-CAUSING EVENT(S) OCCURED, ANSUCH LIMITATION IS CUMULATIVE AND NOT PERMIT THE DISCLAIMER OF CERTAIN DAMAGES RELATED TO A PARTICULAR CAUSE OF ACTION, THEN THIS LIMITATION SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAWPER EVENT OR INCIDENT.

Liability Limitation. CHANNELADVISOR IS NOT 23.1 NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, (A) NEITHER PARTY WILL BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR THE FAILURE OF A PERSON TO ENTER INTO A TRANSACTION BY MEANS OF CUSTOMER’S USE OF THE CHANNELADVISOR PLATFORM, ANY MODULE (OR OTHER SOFTWARE LICENSED) OR THE SERVICES. CUSTOMER IS SOLELY RESPONSIBLE FOR ALL SELECTION OF PARTIES WITH WHOM CUSTOMER DOES BUSINESS, AND FOR TERMS AND CONDITIONS OF CUSTOMER’S AGREEMENTS WITH THOSE PARTIES AND WITH NETWORK SITES AND FLEX FEED DESTINATIONS. CHANNELADVISOR HAS NO RESPONSIBILITY FOR THE QUALITY OR AVAILABILITY OF GOODS OR SERVICES PROVIDED BY CUSTOMER, ANY BUYER'S ABILITY TO PAY, ANY THIRD PARTY'S COMPLIANCE WITH THE TERMS OF A TRANSACTION, OR UNDER THIS AGREEMENT FOR ANY INJURYINDIRECT, LOSS CONSEQUENTIAL, COLLATERAL, SPECIAL OR DAMAGE CAUSED OR ALLEGED TO HAVE BEEN CAUSED BY THE GOODS OR SERVICES OBTAINED BY A BUYER OR SOLD BY CUSTOMER THROUGH USE OF THE SERVICES. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY LOST PROFITSINCIDENTAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF DATAPROFITS) WHETHER SUCH CLAIM IS BASED ON CONTRACT, XXXXXXXXXX, XXXXXX XXXX, XXXXXXXX OR ANY FORM OF INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER FROM ANY CAUSES OF ACTION OF ANY KIND WITH RESPECT TO THIS AGREEMENT OR ANY APPLICABLE SOW, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISEOTHER BASIS, AND WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. CHANNELADVISOR(B) EACH PARTY’S AGGREGATE TOTAL LIABILITY UNDER THIS AGREEMENT OR APPLICABLE SOW (EXCEPT FOR [***]) WILL NOT EXCEED THE AMOUNTS TOTAL AMOUNT THAT NEVRO HAS PAID OR THAT IS PAYABLE TO CCC UNDER THIS AGREEMENT FOR THE IMMEDIATELY PRECEDING [***] PERIOD, BUT IN NO EVENT [***]. NOTWITHSTANDING ANY PAYMENTS OF DAMAGES MADE UNDER THIS SECTION, IF CCC BREACHES THIS AGREEMENT, NEVRO WILL BE ENTITLED TO SPECIFIC PERFORMANCE AND THE LAST TIME BUY PURSUANT TO SECTION 22.5. THE FOREGOING LIMITATIONS OF LIABILITY DO NOT APPLY TO A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTIONS 14.4 (PROVIDED THAT WITH RESPECT TO ANY “OTHER CLAIM” DESCRIBED IN SECTION 14.4(i)(B), CCC’S LIABILITY SHALL BE LIMITED TO AN AMOUNT EQUAL TO [***] THE AMOUNT OF THE LIABILITY LIMIT DESCRIBED ABOVE IN THIS SECTION 23.1) AND 16.2, A PARTY’S CONFIDENTIALITY OBLIGATIONS, OR CCC’S OBLIGATIONS UNDER SECTION 18.2 (B)(IV) OR SECTION 19. ANY ACTIONS OR CLAIMS BY CUSTOMER A PARTY UNDER THE APPLICABLE SOW GIVING RISE TO THE CLAIM DURING THE TWELVE MONTH PERIOD IMMEDIATELY BEFORE THIS AGREEMENT MUST BE BROUGHT BY A PARTY WITHIN [***] OF THE DATE ON WHICH SUCH PARTY BECAME AWARE OF THE CLAIM AROSE. IF APPLICABLE LAW DOES NOT PERMIT THE DISCLAIMER OF CERTAIN DAMAGES RELATED TO A PARTICULAR CAUSE OF ACTION, THEN THIS LIMITATION SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAWACTION OR CLAIM.

Liability Limitation. CHANNELADVISOR IS APPLE DOES NOT LIABLE TO CUSTOMER GUARANTEE, REPRESENT, OR ANY THIRD PARTY FOR THE FAILURE OF A PERSON TO ENTER INTO A TRANSACTION BY MEANS OF CUSTOMER’S WARRANT THAT YOUR USE OF THE CHANNELADVISOR PLATFORM, ANY MODULE (SERVICES WILL BE UNINTERRUPTED OR OTHER SOFTWARE LICENSED) OR THE SERVICES. CUSTOMER IS SOLELY RESPONSIBLE FOR ALL SELECTION OF PARTIES WITH WHOM CUSTOMER DOES BUSINESSERROR-FREE, AND YOU AGREE THAT FROM TIME TO TIME APPLE MAY REMOVE THE SERVICES FOR TERMS INDEFINITE PERIODS OF TIME, CANCEL THE SERVICES AT ANY TIME, OR OTHERWISE LIMIT OR DISABLE YOUR ACCESS TO THE SERVICES WITHOUT NOTICE TO YOU. YOU EXPRESSLY AGREE THAT YOUR USE OF, OR INABILITY TO USE, OR ACTIVITY IN CONNECTION WITH THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES AND CONDITIONS ALL CONTENT DELIVERED TO YOU THROUGH THE SERVICES ARE (EXCEPT AS EXPRESSLY STATED BY APPLE) PROVIDED "AS IS" AND "AS AVAILABLE" FOR YOUR USE, WITHOUT WARRANTIES OF CUSTOMER’S AGREEMENTS WITH THOSE PARTIES ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND WITH NETWORK SITES AND FLEX FEED DESTINATIONSNONINFRINGEMENT. CHANNELADVISOR BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSION OF IMPLIED WARRANTIES MAY NOT APPLY TO YOU. YOU AGREE THAT UNLESS REQUIRED BY APPLICABLE LAW, APPLE HAS NO RESPONSIBILITY TO CONTINUE MAKING CONTENT AVAILABLE TO YOU THROUGH OUR SERVICES, AND APPLE WILL NOT BE LIABLE TO YOU IF CONTENT, INCLUDING PURCHASED CONTENT, BECOMES UNAVAILABLE FOR DOWNLOAD OR STREAMING. IN NO CASE SHALL APPLE, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF ANY OF THE QUALITY SERVICES OR AVAILABILITY FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF GOODS THE SERVICES AND/OR SERVICES PROVIDED BY CUSTOMERCONTENT, INCLUDING, BUT NOT LIMITED TO, ANY BUYER'S ABILITY TO PAY, ERRORS OR OMISSIONS IN ANY THIRD PARTY'S COMPLIANCE WITH THE TERMS OF A TRANSACTIONCONTENT, OR FOR ANY INJURY, LOSS OR DAMAGE CAUSED OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR ALLEGED OTHERWISE MADE AVAILABLE VIA THE SERVICES, EVEN IF ADVISED OF THEIR POSSIBILITY. BECAUSE SOME COUNTRIES, STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH COUNTRIES, STATES OR JURISDICTIONS, APPLE'S LIABILITY SHALL BE LIMITED TO HAVE BEEN CAUSED THE EXTENT SUCH LIMITATION IS PERMITTED BY LAW. APPLE SHALL USE REASONABLE EFFORTS TO PROTECT INFORMATION SUBMITTED BY YOU IN CONNECTION WITH THE GOODS SERVICES, BUT YOU AGREE THAT YOUR SUBMISSION OF SUCH INFORMATION IS AT YOUR SOLE RISK, AND YOU HEREBY RELEASE APPLE FROM ANY AND ALL LIABILITY TO YOU FOR ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY. APPLE DOES NOT REPRESENT OR GUARANTEE THAT THE SERVICES OBTAINED BY A BUYER WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR SOLD BY CUSTOMER OTHER SECURITY INTRUSION, AND YOU HEREBY RELEASE APPLE FROM ANY LIABILITY RELATING THERETO. YOU SHALL BE RESPONSIBLE FOR BACKING UP YOUR OWN SYSTEM, INCLUDING ANY CONTENT ACQUIRED OR RENTED THROUGH THE SERVICES. APPLE IS NOT RESPONSIBLE FOR DATA CHARGES YOU MAY INCUR IN CONNECTION WITH YOUR USE OF THE SERVICES. NEITHER PARTY SHALL BE LIABLE WAIVER AND INDEMNITY BY USING THE SERVICES, YOU AGREE, TO THE OTHER FOR ANY LOST PROFITS, LOSS OF DATA, OR ANY FORM OF INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER FROM ANY CAUSES OF ACTION OF ANY KIND WITH RESPECT TO THIS AGREEMENT OR ANY APPLICABLE SOW, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. CHANNELADVISOR’S AGGREGATE LIABILITY UNDER THIS AGREEMENT OR APPLICABLE SOW WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER UNDER THE APPLICABLE SOW GIVING RISE TO THE CLAIM DURING THE TWELVE MONTH PERIOD IMMEDIATELY BEFORE THE DATE THE CLAIM AROSE. IF APPLICABLE LAW DOES NOT PERMIT THE DISCLAIMER OF CERTAIN DAMAGES RELATED TO A PARTICULAR CAUSE OF ACTION, THEN THIS LIMITATION SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW, TO INDEMNIFY AND HOLD APPLE, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, AND LICENSORS HARMLESS WITH RESPECT TO ANY CLAIMS ARISING OUT OF YOUR BREACH OF THIS AGREEMENT, YOUR USE OF THE SERVICES, OR ANY ACTION TAKEN BY APPLE AS PART OF ITS INVESTIGATION OF A SUSPECTED VIOLATION OF THIS AGREEMENT OR AS A RESULT OF ITS FINDING OR DECISION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. YOU AGREE THAT YOU SHALL NOT SUE OR RECOVER ANY DAMAGES FROM APPLE, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, AND LICENSORS AS A RESULT OF ITS DECISION TO REMOVE OR REFUSE TO PROCESS ANY INFORMATION OR CONTENT, TO WARN YOU, TO SUSPEND OR TERMINATE YOUR ACCESS TO THE SERVICES, OR TO TAKE ANY OTHER ACTION DURING THE INVESTIGATION OF A SUSPECTED VIOLATION OR AS A RESULT OF APPLE'S CONCLUSION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. THIS WAIVER AND INDEMNITY PROVISION APPLIES TO ALL VIOLATIONS DESCRIBED IN OR CONTEMPLATED BY THIS AGREEMENT. STATUTORY EXCEPTIONS FOR PUBLIC INSTITUTIONS If you are a qualified public educational or government institution and any part of this Agreement, such as, by way of example, all or part of the indemnification section, is invalid or unenforceable against you because of applicable local, national, state or federal law, then that portion shall be deemed invalid or unenforceable, as the case may be, and instead construed in a manner most consistent with applicable governing law. GOVERNING LAW Except to the extent expressly provided in the following paragraph, this Agreement and the relationship between you and Apple, and all Transactions on the Services shall be governed by the laws of the State of California, excluding its conflicts of law provisions. You and Apple agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Santa Clara, California, to resolve any dispute or claim arising from this Agreement. If (a) you are not a U.S. citizen; (b) you do not reside in the U.S.; (c) you are not accessing the Service from the U.S.; and (d) you are a citizen of one of the countries identified below, you hereby agree that any dispute or claim arising from this Agreement shall be governed by the applicable law set forth below, without regard to any conflict of law provisions, and you hereby irrevocably submit to the non-exclusive jurisdiction of the courts located in the state, province or country identified below whose law governs: If you are a citizen of any European Union country or Switzerland, Norway or Iceland, the governing law and forum shall be the laws and courts of your usual place of residence. Specifically excluded from application to this Agreement is that law known as the United Nations Convention on the International Sale of Goods.

Liability Limitation. CHANNELADVISOR IS NOT REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, AND EXCEPT FOR BODILY INJURY, IN NO EVENT WILL TOWNSQUARED OR ITS VENDORS, BE LIABLE TO CUSTOMER LICENSEE OR TO ANY THIRD PARTY FOR THE FAILURE OF A PERSON TO ENTER INTO A TRANSACTION BY MEANS OF CUSTOMER’S USE OF THE CHANNELADVISOR PLATFORMUNDER ANY TORT, ANY MODULE (CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER SOFTWARE LICENSEDLEGAL OR EQUITABLE THEORY FOR (A) OR THE SERVICES. CUSTOMER IS SOLELY RESPONSIBLE FOR ALL SELECTION OF PARTIES WITH WHOM CUSTOMER DOES BUSINESS, AND FOR TERMS AND CONDITIONS OF CUSTOMER’S AGREEMENTS WITH THOSE PARTIES AND WITH NETWORK SITES AND FLEX FEED DESTINATIONS. CHANNELADVISOR HAS NO RESPONSIBILITY FOR THE QUALITY OR AVAILABILITY OF GOODS OR SERVICES PROVIDED BY CUSTOMER, ANY BUYER'S ABILITY TO PAY, ANY THIRD PARTY'S COMPLIANCE WITH THE TERMS OF A TRANSACTION, OR FOR ANY INJURY, LOSS OR DAMAGE CAUSED OR ALLEGED TO HAVE BEEN CAUSED BY THE GOODS OR SERVICES OBTAINED BY A BUYER OR SOLD BY CUSTOMER THROUGH USE OF THE SERVICES. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY LOST PROFITS, LOSS OF LOST OR CORRUPTED DATA, COMPUTER FAILURE OR ANY FORM MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER FROM KIND ARISING OUT OF THE USE OR INABILITY TO USE THE CONTENT OR (B) ANY CAUSES DAMAGES, IN THE AGGREGATE, IN EXCESS OF ACTION OF ANY KIND WITH RESPECT TO THIS AGREEMENT OR ANY APPLICABLE SOW, WHETHER BASED ON BREACH OF CONTRACT, TORT FIVE HUNDRED DOLLARS (INCLUDING NEGLIGENCE$500.00), OR OTHERWISE, AND WHETHER OR NOT THE OTHER PARTY EVEN IF TOWNSQUARED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGELOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE. CHANNELADVISOR’S AGGREGATE LIABILITY UNDER ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR APPLICABLE SOW WILL NOT EXCEED MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE AMOUNTS PAID BY CUSTOMER UNDER OCCURRENCE OF THE APPLICABLE SOW EVENT GIVING RISE TO THE CLAIM DURING THE TWELVE MONTH PERIOD IMMEDIATELY BEFORE THE DATE THE CLAIM AROSESUCH CLAIM. IF APPLICABLE LAW DOES NOT PERMIT THE DISCLAIMER IN ADDITION, TOWNSQUARED DISCLAIMS ALL LIABILITY OF CERTAIN DAMAGES RELATED TO A PARTICULAR CAUSE ANY KIND OF ACTION, THEN THIS LIMITATION SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAWTOWNSQUARED'S VENDORS.

Liability Limitation. CHANNELADVISOR IS NOT REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, AND EXCEPT FOR BODILY INJURY, IN NO EVENT WILL FANDANGO OR ITS VENDORS, BE LIABLE TO CUSTOMER LICENSEE OR TO ANY THIRD PARTY FOR THE FAILURE OF A PERSON TO ENTER INTO A TRANSACTION BY MEANS OF CUSTOMER’S USE OF THE CHANNELADVISOR PLATFORMUNDER ANY TORT, ANY MODULE (CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER SOFTWARE LICENSED) LEGAL OR THE SERVICES. CUSTOMER IS SOLELY RESPONSIBLE FOR ALL SELECTION OF PARTIES WITH WHOM CUSTOMER DOES BUSINESS, AND FOR TERMS AND CONDITIONS OF CUSTOMER’S AGREEMENTS WITH THOSE PARTIES AND WITH NETWORK SITES AND FLEX FEED DESTINATIONS. CHANNELADVISOR HAS NO RESPONSIBILITY FOR THE QUALITY OR AVAILABILITY OF GOODS OR SERVICES PROVIDED BY CUSTOMER, ANY BUYER'S ABILITY TO PAY, ANY THIRD PARTY'S COMPLIANCE WITH THE TERMS OF A TRANSACTION, OR EQUITABLE THEORY FOR ANY INJURYLOST PROFITS OR REVENUE, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, LOSS OR DAMAGE CAUSED OR ALLEGED TO HAVE BEEN CAUSED BY THE GOODS OR SERVICES OBTAINED BY A BUYER OR SOLD BY CUSTOMER THROUGH USE INTERRUPTION OF THE SERVICES. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY LOST PROFITS, LOSS OF DATABUSINESS, OR ANY FORM OF INDIRECT, OTHER SPECIAL, INCIDENTALEXEMPLARY, PUNITIVE, ECONOMIC, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER FROM ANY CAUSES KIND ARISING OUT OF ACTION OF ANY KIND WITH RESPECT THE USE OR INABILITY TO THIS AGREEMENT OR ANY APPLICABLE SOWUSE THE DATA SERVICES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT THE OTHER PARTY EVEN IF FANDANGO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGELOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE. CHANNELADVISOR’S AGGREGATE LIABILITY UNDER THIS AGREEMENT ANY CLAIM BY LICENSEE ARISING OUT OF OR APPLICABLE SOW WILL NOT EXCEED RELATING TO THESE TERMS AND CONDITIONS OR THE AMOUNTS PAID BY CUSTOMER UNDER ORDER FORM MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE APPLICABLE SOW OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM OR BE FOREVER BARRED. IN ADDITION, XXXXXXXX DISCLAIMS ALL LIABILITY OF ANY KIND FOR FANDANGO'S VENDORS. SOME JURISDICTIONS DO NOT ALLOW THE CLAIM DURING THE TWELVE MONTH PERIOD IMMEDIATELY BEFORE THE DATE THE CLAIM AROSE. IF APPLICABLE LAW DOES NOT PERMIT THE DISCLAIMER EXCLUSION OF CERTAIN DAMAGES RELATED TO A PARTICULAR CAUSE WARRANTIES OR THE LIMITATION OR EXCLUSION OF ACTIONLIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, THEN THIS LIMITATION SHALL SOME OF THE FOREGOING LIMITATIONS MAY NOT APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAWLICENSEE. IN NO EVENT SHALL FANDANGO’S LIABILITY UNDER THESE TERMS AND CONDITIONS BE GREATER THAN $500.

Liability Limitation. CHANNELADVISOR IS THE STORE DOES NOT LIABLE TO CUSTOMER GUARANTEE, REPRESENT, OR ANY THIRD PARTY FOR THE FAILURE OF A PERSON TO ENTER INTO A TRANSACTION BY MEANS OF CUSTOMER’S WARRANT THAT YOUR USE OF THE CHANNELADVISOR PLATFORM, ANY MODULE (ITUNES SERVICE WILL BE UNINTERRUPTED OR OTHER SOFTWARE LICENSED) OR THE SERVICES. CUSTOMER IS SOLELY RESPONSIBLE FOR ALL SELECTION OF PARTIES WITH WHOM CUSTOMER DOES BUSINESSERROR-FREE, AND YOU AGREE THAT FROM TIME TO TIME THE STORE MAY REMOVE THE STORE SERVICE FOR TERMS AND CONDITIONS INDEFINITE PERIODS OF CUSTOMER’S AGREEMENTS WITH THOSE PARTIES AND WITH NETWORK SITES AND FLEX FEED DESTINATIONS. CHANNELADVISOR HAS NO RESPONSIBILITY FOR THE QUALITY OR AVAILABILITY OF GOODS OR SERVICES PROVIDED BY CUSTOMER, ANY BUYER'S ABILITY TO PAY, ANY THIRD PARTY'S COMPLIANCE WITH THE TERMS OF A TRANSACTIONTIME, OR CANCEL T THE STORE SERVICE AT ANY TIME, WITHOUT NOTICE TO YOU. YOU EXPRESSLY AGREE THAT YOUR USE OF, OR INABILITY TO USE, THE STORE SERVICE IS AT YOUR SOLE RISK. THE STORE SERVICE AND ALL PRODUCTS AND SERVICES DELIVERED TO YOU THROUGH THE STORE SERVICE ARE (EXCEPT AS EXPRESSLY STATED BY THE STORE) PROVIDED "AS IS" AND "AS AVAILABLE" FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSION OF IMPLIED WARRANTIES MAY NOT APPLY TO YOU. IN NO CASE SHALL THE STORE, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, OR LICENSORS BE LIABLE FOR ANY INJURYDIRECT, LOSS OR DAMAGE CAUSED OR ALLEGED TO HAVE BEEN CAUSED BY THE GOODS OR SERVICES OBTAINED BY A BUYER OR SOLD BY CUSTOMER THROUGH USE OF THE SERVICES. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY LOST PROFITS, LOSS OF DATA, OR ANY FORM OF INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF ANY CHARACTER FROM OF THE STORE SERVICE OR FOR ANY CAUSES OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF ACTION THE STORE SERVICE, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND WITH RESPECT TO THIS AGREEMENT INCURRED AS A RESULT OF THE USE OF ANY CONTENT (OR ANY APPLICABLE SOWPRODUCT) POSTED, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE)TRANSMITTED, OR OTHERWISEOTHERWISE MADE AVAILABLE VIA THE STORE SERVICE, AND WHETHER OR NOT THE OTHER PARTY HAS BEEN EVEN IF ADVISED OF THEIR POSSIBILITY. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE POSSIBILITY EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH DAMAGE. CHANNELADVISOR’S AGGREGATE STATES OR JURISDICTIONS, THE STORE LIABILITY UNDER THIS AGREEMENT OR APPLICABLE SOW WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER UNDER THE APPLICABLE SOW GIVING RISE SHALL BE LIMITED TO THE CLAIM DURING THE TWELVE MONTH PERIOD IMMEDIATELY BEFORE THE DATE THE CLAIM AROSE. IF APPLICABLE LAW DOES NOT PERMIT THE DISCLAIMER OF CERTAIN DAMAGES RELATED TO A PARTICULAR CAUSE OF ACTION, THEN THIS LIMITATION SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW. THE STORE SHALL USE REASONABLE EFFORTS TO PROTECT INFORMATION SUBMITTED BY YOU IN CONNECTION WITH THE STORE SERVICE, BUT YOU AGREE THAT YOUR SUBMISSION OF SUCH INFORMATION IS AT YOUR SOLE RISK, AND THE STORE HEREBY DISCLAIMS ANY AND ALL LIABILITY TO YOU FOR ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY. THE STORE DOES NOT REPRESENT OR GUARANTEE THAT THE STORE SERVICE WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND THE STORE DISCLAIMS ANY LIABILITY RELATING THERETO. SOME PRODUCTS CAN BE DOWNLOADED ONLY ONCE; AFTER BEING DOWNLOADED, THEY CANNOT BE REPLACED IF LOST FOR ANY REASON. YOU SHALL BE RESPONSIBLE FOR BACKING UP YOUR OWN SYSTEM, INCLUDING ANY THE STORE PRODUCTS PURCHASED FROM THE STORE. WAIVER AND INDEMNITY BY USING THE STORE SERVICE, YOU AGREE, TO THE EXTENT PERMITTED BY LAW, TO INDEMNIFY AND HOLD XXXXXXX SCHOOL OF MUSIC, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, AND LICENSORS HARMLESS WITH RESPECT TO ANY CLAIMS ARISING OUT OF YOUR BREACH OF THIS AGREEMENT, YOUR USE OF THE STORE SERVICE, OR ANY ACTION TAKEN BY THE STORE AS PART OF ITS INVESTIGATION OF A SUSPECTED VIOLATION OF THIS AGREEMENT OR AS A RESULT OF ITS FINDING OR DECISION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. THIS MEANS THAT YOU CANNOT SUE OR RECOVER ANY DAMAGES FROM THE STORE, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, AND LICENSORS AS A RESULT OF ITS DECISION TO REMOVE OR REFUSE TO PROCESS ANY INFORMATION OR CONTENT, TO WARN YOU, TO SUSPEND OR TERMINATE YOUR ACCESS TO THE STORE SERVICE, OR TO TAKE ANY OTHER ACTION DURING THE INVESTIGATION OF A SUSPECTED VIOLATION OR AS A RESULT OF THE STORE’S CONCLUSION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. THIS WAIVER AND INDEMNITY PROVISION APPLIES TO ALL VIOLATIONS DESCRIBED IN OR CONTEMPLATED BY THIS AGREEMENT. CHANGES THE STORE reserves the right at any time to modify this Agreement and to impose new or additional terms or conditions on your use of THE STORE Service. Such modifications and additional terms and conditions will be effective immediately and incorporated into this Agreement. Your continued use of THE STORE Service will be deemed acceptance thereof.

Liability Limitation. CHANNELADVISOR IS NOT LIABLE TO CUSTOMER BUYER AND SELLER ACKNOWLEDGE AND AGREE THAT NEITHER SELLER’S NOR BUYER’S MEMBERS, MANAGERS, SHAREHOLDERS, AFFILIATES, OFFICERS, DIRECTORS, INVESTMENT MANAGERS, EMPLOYEES, PARTNERS, AGENTS NOR ADVISORS OF SELLER OR BUYER, ASSUME ANY THIRD PARTY PERSONAL LIABILITY FOR OBLIGATIONS ENTERED INTO BY OR ON BEHALF OF SELLER OR BUYER (AS THE FAILURE OF A PERSON TO ENTER INTO A TRANSACTION BY MEANS OF CUSTOMER’S USE OF THE CHANNELADVISOR PLATFORM, CASE MAY BE). IN NO EVENT SHALL SELLER OR BUYER HAVE ANY MODULE (OR OTHER SOFTWARE LICENSED) OR THE SERVICES. CUSTOMER IS SOLELY RESPONSIBLE LIABILITY FOR ALL SELECTION OF PARTIES WITH WHOM CUSTOMER DOES BUSINESS, AND FOR TERMS AND CONDITIONS OF CUSTOMER’S AGREEMENTS WITH THOSE PARTIES AND WITH NETWORK SITES AND FLEX FEED DESTINATIONS. CHANNELADVISOR HAS NO RESPONSIBILITY FOR THE QUALITY OR AVAILABILITY OF GOODS OR SERVICES PROVIDED BY CUSTOMER, ANY BUYER'S ABILITY TO PAY, ANY THIRD PARTY'S COMPLIANCE WITH THE TERMS OF A TRANSACTION, OR FOR ANY INJURY, LOSS OR DAMAGE CAUSED OR ALLEGED TO HAVE BEEN CAUSED BY THE GOODS OR SERVICES OBTAINED BY A BUYER OR SOLD BY CUSTOMER THROUGH USE OF THE SERVICES. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY LOST PROFITS, LOSS OF DATA, OR ANY FORM OF INDIRECTSPECULATIVE, SPECIAL, INCIDENTALCONSEQUENTIAL OR PUNITIVE DAMAGES. IN NO EVENT WILL SELLER’S LIABILITY UNDER OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, PUNITIVE, ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND/OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER FROM ANY CAUSES OF ACTION OF ANY KIND OTHERWISE IN CONNECTION WITH RESPECT THE PROPERTY EXCEED THE SUM EQUAL TO THIS AGREEMENT OR ANY APPLICABLE SOW, WHETHER BASED ON BREACH OF CONTRACT, TORT $100,000 (INCLUDING NEGLIGENCETHE “CAP”), OR OTHERWISEAND BUYER SHALL HAVE NO RIGHT TO ASSERT ANY CLAIM AGAINST SELLER, AND WHETHER OR NOT SELLER SHALL HAVE NO LIABILITY TO BUYER WHATSOEVER, UNLESS THE OTHER PARTY HAS BEEN ADVISED VALID CLAIMS FOR ALL BREACHES OF SELLER COLLECTIVELY AGGREGATE MORE THAN $15,000 (BUT IF THE AMOUNT OF THE POSSIBILITY CLAIM EXCEEDS $15,000, BUYER SHALL BE ENTITLED TO RECOVER THE ENTIRE AMOUNT OF SUCH DAMAGE. CHANNELADVISOR’S AGGREGATE LIABILITY UNDER THIS AGREEMENT OR APPLICABLE SOW WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER UNDER THE APPLICABLE SOW GIVING RISE CLAIM UP TO THE CLAIM DURING CAP). ANY AND ALL LIABILITY BEYOND THE TWELVE MONTH PERIOD IMMEDIATELY BEFORE CAP WHICH MAY BE ASSERTED BY BUYER UNDER OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND/OR OTHERWISE IN CONNECTION WITH THE DATE PROPERTY IS EXPRESSLY WAIVED AND RELEASED BY BUYER AND BY ALL PERSONS CLAIMING BY, THROUGH OR UNDER BUYER. THE CLAIM AROSE. IF APPLICABLE LAW DOES NOT PERMIT PROVISIONS OF THIS SECTION 7.3 SHALL SURVIVE THE DISCLAIMER OF CERTAIN DAMAGES RELATED TO A PARTICULAR CAUSE OF ACTION, THEN THIS LIMITATION SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAWCLOSING.

Liability Limitation. CHANNELADVISOR IS NOT REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, AND EXCEPT FOR BODILY INJURY, IN NO EVENT WILL FANDANGO OR ITS VENDORS, BE LIABLE TO CUSTOMER LICENSEE OR TO ANY THIRD PARTY FOR THE FAILURE OF A PERSON TO ENTER INTO A TRANSACTION BY MEANS OF CUSTOMER’S USE OF THE CHANNELADVISOR PLATFORMUNDER ANY TORT, ANY MODULE (CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER SOFTWARE LICENSED) LEGAL OR THE SERVICES. CUSTOMER IS SOLELY RESPONSIBLE FOR ALL SELECTION OF PARTIES WITH WHOM CUSTOMER DOES BUSINESS, AND FOR TERMS AND CONDITIONS OF CUSTOMER’S AGREEMENTS WITH THOSE PARTIES AND WITH NETWORK SITES AND FLEX FEED DESTINATIONS. CHANNELADVISOR HAS NO RESPONSIBILITY FOR THE QUALITY OR AVAILABILITY OF GOODS OR SERVICES PROVIDED BY CUSTOMER, ANY BUYER'S ABILITY TO PAY, ANY THIRD PARTY'S COMPLIANCE WITH THE TERMS OF A TRANSACTION, OR EQUITABLE THEORY FOR ANY INJURYLOST PROFITS OR REVENUE, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, LOSS OR DAMAGE CAUSED OR ALLEGED TO HAVE BEEN CAUSED BY THE GOODS OR SERVICES OBTAINED BY A BUYER OR SOLD BY CUSTOMER THROUGH USE INTERRUPTION OF THE SERVICES. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY LOST PROFITS, LOSS OF DATABUSINESS, OR ANY FORM OF INDIRECT, OTHER SPECIAL, INCIDENTALEXEMPLARY, PUNITIVE, ECONOMIC, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER FROM ANY CAUSES KIND ARISING OUT OF ACTION OF ANY KIND WITH RESPECT THE USE OR INABILITY TO THIS AGREEMENT OR ANY APPLICABLE SOWUSE THE API, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT THE OTHER PARTY EVEN IF FANDANGO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGELOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE. CHANNELADVISOR’S AGGREGATE LIABILITY UNDER THIS AGREEMENT ANY CLAIM BY LICENSEE ARISING OUT OF OR APPLICABLE SOW WILL NOT EXCEED RELATING TO THESE TERMS AND CONDITIONS OR THE AMOUNTS PAID BY CUSTOMER UNDER ORDER FORM MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE APPLICABLE SOW OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM OR BE FOREVER BARRED. IN ADDITION, XXXXXXXX DISCLAIMS ALL LIABILITY OF ANY KIND FOR FANDANGO'S VENDORS. SOME JURISDICTIONS DO NOT ALLOW THE CLAIM DURING THE TWELVE MONTH PERIOD IMMEDIATELY BEFORE THE DATE THE CLAIM AROSE. IF APPLICABLE LAW DOES NOT PERMIT THE DISCLAIMER EXCLUSION OF CERTAIN DAMAGES RELATED TO A PARTICULAR CAUSE WARRANTIES OR THE LIMITATION OR EXCLUSION OF ACTIONLIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, THEN THIS LIMITATION SHALL SOME OF THE FOREGOING LIMITATIONS MAY NOT APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAWLICENSEE. IN NO EVENT SHALL FANDANGO’S LIABILITY UNDER THESE TERMS AND CONDITIONS BE GREATER THAN $500.

Liability Limitation. CHANNELADVISOR SECTION 8.5 IS NOT LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR THE FAILURE OF A PERSON TO ENTER INTO A TRANSACTION BY MEANS OF CUSTOMER’S USE OF THE CHANNELADVISOR PLATFORM, SOLE AND EXCLUSIVE REMEDY FOR ANY MODULE (OR OTHER SOFTWARE LICENSED) OR THE SERVICES. CUSTOMER IS SOLELY RESPONSIBLE FOR ALL SELECTION OF PARTIES WITH WHOM CUSTOMER PRODUCT THAT DOES BUSINESS, AND FOR TERMS AND CONDITIONS OF CUSTOMER’S AGREEMENTS WITH THOSE PARTIES AND WITH NETWORK SITES AND FLEX FEED DESTINATIONS. CHANNELADVISOR HAS NO RESPONSIBILITY FOR THE QUALITY OR AVAILABILITY OF GOODS OR SERVICES PROVIDED BY CUSTOMER, ANY BUYER'S ABILITY TO PAY, ANY THIRD PARTY'S COMPLIANCE NOT COMPLY WITH THE TERMS OF A TRANSACTION, OR SPECIFICATIONS CONTAINED IN THE MASTER BATCH RECORD. IN NO EVENT SHALL BVL BE LIABLE FOR ANY INJURYLOSS, LOSS INJURY OR DAMAGE CAUSED OR ALLEGED TO HAVE BEEN CAUSED BY THE GOODS OR SERVICES OBTAINED BY A BUYER OR SOLD BY CUSTOMER THROUGH USE OF THE SERVICESDAMAGE, HOWSOEVER ARISING, EXCEPT AS SET FORTH IN PARAGRAPHS 8.2 AND 8.5. NEITHER IN NO EVENT SHALL EITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY LOST PROFITS, LOSS OF DATA, OR ANY FORM OF INDIRECT, SPECIAL, INCIDENTAL, PUNITIVECONSEQUENTIAL OR INDIRECT DAMAGES ARISING OUT OF THIS AGREEMENT, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND ON ANY THEORY OF ANY CHARACTER FROM ANY CAUSES OF ACTION OF ANY KIND WITH RESPECT TO LIABILITY. THIS AGREEMENT OR ANY APPLICABLE SOW, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT LIMITATION SHALL APPLY EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE; PROVIDED, HOWEVER, THAT THIS LIMITATION SHALL NOT APPLY TO DAMAGES RESULTING FROM BREACHES BY A PARTY OF A DUTY IMPOSED UNDER ARTICLE 9 (CONFIDENTIALITY) OR TO ANY THIRD-PARTY LOSS, INJURY OR DAMAGE FOR WHICH BVL SHALL BECOME LIABLE. CHANNELADVISORUNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR LOST PROFITS, LOST MARKET SHARE OR ANY DAMAGES STEMMING FROM AN INTERRUPTION OF SUPPLY. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. EXCEPT AS EXPLICITLY SET FORTH TO THE CONTRARY HEREIN, IN NO EVENT SHALL BVL’S MAXIMUM TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT OR APPLICABLE SOW WILL NOT HEREUNDER EXCEED THE AMOUNTS TOTAL FEES ______________ [*] Confidential Treatment Requested Manufacturing and Service Agreement (BVL and Vion Pharmaceuticals, Inc.) Page 21 CONFIDENTIAL ACTUALLY PAID BY CUSTOMER UNDER FOR THE APPLICABLE SOW GIVING RISE SERVICES PROVIDED PURSUANT TO THE CLAIM DURING THE TWELVE MONTH PERIOD IMMEDIATELY BEFORE THE DATE THE CLAIM AROSETHIS AGREEMENT. IF APPLICABLE LAW DOES NOT PERMIT THE DISCLAIMER SUCH LIMITED WARRANTIES, LIMITATION OF CERTAIN DAMAGES RELATED TO A PARTICULAR CAUSE LIABILITY AND SPECIAL PROVISIONS ARE INTEGRAL PARTS OF ACTION, THEN THIS LIMITATION SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAWAGREEMENT.

Liability Limitation. CHANNELADVISOR IS ANAM'S AND AMKOR'S TOTAL AGGREGATE LIABILITY TO TI ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING UNDER THIS ARTICLE, SHALL NOT LIABLE EXCEED THE AGGREGATE AMOUNTS PAID BY TI TO CUSTOMER OR ANY THIRD PARTY FOR AMKOR HEREUNDER; PROVIDED THE FAILURE OF A PERSON FOREGOING LIMITATION SHALL NOT APPLY TO ENTER INTO A TRANSACTION BY MEANS OF CUSTOMER’S USE BREACHES OF THE CHANNELADVISOR PLATFORMPROVISIONS OF ANY TAA. EXCEPT FOR TI'S OBLIGATION TO PURCHASE AND PAY FOR TI PRODUCTS, TI'S TOTAL AGGREGATE LIABILITY TO ANAM AND AMKOR ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING UNDER THIS ARTICLE, SHALL NOT EXCEED THE AGGREGATE AMOUNTS PAID BY TI TO ANAM HEREUNDER. IN NO EVENT SHALL ANY MODULE (OR OTHER SOFTWARE LICENSED) OR THE SERVICES. CUSTOMER IS SOLELY RESPONSIBLE FOR ALL SELECTION OF PARTIES WITH WHOM CUSTOMER DOES BUSINESS, AND FOR TERMS AND CONDITIONS OF CUSTOMER’S AGREEMENTS WITH THOSE PARTIES AND WITH NETWORK SITES AND FLEX FEED DESTINATIONS. CHANNELADVISOR HAS NO RESPONSIBILITY FOR THE QUALITY OR AVAILABILITY OF GOODS OR SERVICES PROVIDED BY CUSTOMER, ANY BUYER'S ABILITY TO PAY, ANY THIRD PARTY'S COMPLIANCE WITH THE TERMS OF A TRANSACTION, OR FOR ANY INJURY, LOSS OR DAMAGE CAUSED OR ALLEGED TO HAVE BEEN CAUSED BY THE GOODS OR SERVICES OBTAINED BY A BUYER OR SOLD BY CUSTOMER THROUGH USE OF THE SERVICES. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY LOST PROFITS, LOSS COST OF DATA, PROCUREMENT OF SUBSTITUTE GOODS OR ANY FORM OF OTHER SPECIAL, DIRECT, INDIRECT, SPECIALRELIANCE, INCIDENTAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES DAMAGES, HOWEVER CAUSED AND UNDER ANY THEORY OF ANY CHARACTER FROM ANY CAUSES OF ACTION OF ANY KIND WITH RESPECT TO THIS AGREEMENT OR ANY APPLICABLE SOWLIABILITY, WHETHER BASED ON BREACH OF IN CONTRACT, TORT (INCLUDING NEGLIGENCE), ) OR OTHERWISE, AND . THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER OR NOT THE OTHER PARTY AGAINST WHOM LIABILITY IS ASSERTED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. CHANNELADVISOR’S AGGREGATE LIABILITY UNDER THIS AGREEMENT OR APPLICABLE SOW WILL NOT EXCEED DAMAGES AND NOTWITHSTANDING THE AMOUNTS PAID BY CUSTOMER UNDER THE APPLICABLE SOW GIVING RISE TO THE CLAIM DURING THE TWELVE MONTH PERIOD IMMEDIATELY BEFORE THE DATE THE CLAIM AROSE. IF APPLICABLE LAW DOES NOT PERMIT THE DISCLAIMER FAILURE OF CERTAIN DAMAGES RELATED TO A PARTICULAR CAUSE ESSENTIAL PURPOSE OF ACTION, THEN THIS LIMITATION SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAWANY LIMITED REMEDY.

Liability Limitation. CHANNELADVISOR IS NOT 23.1 NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, (A) NEITHER PARTY WILL BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR THE FAILURE OF A PERSON TO ENTER INTO A TRANSACTION BY MEANS OF CUSTOMER’S USE OF THE CHANNELADVISOR PLATFORM, ANY MODULE (OR OTHER SOFTWARE LICENSED) OR THE SERVICES. CUSTOMER IS SOLELY RESPONSIBLE FOR ALL SELECTION OF PARTIES WITH WHOM CUSTOMER DOES BUSINESS, AND FOR TERMS AND CONDITIONS OF CUSTOMER’S AGREEMENTS WITH THOSE PARTIES AND WITH NETWORK SITES AND FLEX FEED DESTINATIONS. CHANNELADVISOR HAS NO RESPONSIBILITY FOR THE QUALITY OR AVAILABILITY OF GOODS OR SERVICES PROVIDED BY CUSTOMER, ANY BUYER'S ABILITY TO PAY, ANY THIRD PARTY'S COMPLIANCE WITH THE TERMS OF A TRANSACTION, OR UNDER THIS AGREEMENT FOR ANY INJURYINDIRECT, LOSS CONSEQUENTIAL, COLLATERAL, SPECIAL OR DAMAGE CAUSED OR ALLEGED TO HAVE BEEN CAUSED BY THE GOODS OR SERVICES OBTAINED BY A BUYER OR SOLD BY CUSTOMER THROUGH USE OF THE SERVICES. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY LOST PROFITSINCIDENTAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF DATAPROFITS) WHETHER SUCH CLAIM IS BASED ON CONTRACT, XXXXXXXXXX, XXXXXX XXXX, XXXXXXXX OR ANY FORM OF INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER FROM ANY CAUSES OF ACTION OF ANY KIND WITH RESPECT TO THIS AGREEMENT OR ANY APPLICABLE SOW, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISEOTHER BASIS, AND WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. CHANNELADVISOR(B) EACH PARTY’S AGGREGATE TOTAL LIABILITY UNDER THIS AGREEMENT OR APPLICABLE SOW (EXCEPT FOR NEVRO’S LIABILITY UNDER SECTIONS 10.2, 11 AND 22.1) WILL NOT EXCEED THE AMOUNTS TOTAL AMOUNT THAT NEVRO HAS PAID OR THAT IS PAYABLE TO CCC UNDER THIS AGREEMENT FOR THE IMMEDIATELY PRECEDING 12 MONTH PERIOD, BUT IN NO EVENT LESS THAN $2 MILLION OR MORE THAN $5 MILLION. NOTWITHSTANDING ANY PAYMENTS OF DAMAGES MADE UNDER THIS SECTION, IF CCC BREACHES THIS AGREEMENT, NEVRO WILL BE ENTITLED TO SPECIFIC PERFORMANCE AND THE LAST TIME BUY PURSUANT TO SECTION 22.5. THE FOREGOING LIMITATIONS OF LIABILITY DO NOT APPLY TO A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTIONS 14.4 (PROVIDED THAT WITH RESPECT TO ANY “OTHER CLAIM” DESCRIBED IN SECTION 14.4(i)(B), CCC’S LIABILITY SHALL BE LIMITED TO AN AMOUNT EQUAL TO TWO TIMES THE AMOUNT OF THE LIABILITY LIMIT DESCRIBED ABOVE IN THIS SECTION 23.1) AND 16.2, A PARTY’S CONFIDENTIALITY OBLIGATIONS, OR CCC’S OBLIGATIONS UNDER SECTION 18.2 (B)(IV) OR SECTION 19. ANY ACTIONS OR CLAIMS BY CUSTOMER A PARTY UNDER THE APPLICABLE SOW GIVING RISE TO THE CLAIM DURING THE TWELVE MONTH PERIOD IMMEDIATELY BEFORE THIS AGREEMENT MUST BE BROUGHT BY A PARTY WITHIN 12 MONTHS OF THE DATE ON WHICH SUCH PARTY BECAME AWARE OF THE CLAIM AROSE. IF APPLICABLE LAW DOES NOT PERMIT THE DISCLAIMER OF CERTAIN DAMAGES RELATED TO A PARTICULAR CAUSE OF ACTION, THEN THIS LIMITATION SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAWACTION OR CLAIM.

Liability Limitation. CHANNELADVISOR IS NOT LIABLE EXCEPT TO CUSTOMER THE EXTENT (i) CAUSED BY FLUIDIGM’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (ii) REQUIRED BY APPLICABLE LAW, FLUIDIGM AND ITS REPRESENTATIVES SHALL HAVE NO LIABILITY FOR (A) ANY THIRD PARTY FOR THE FAILURE LOSS OF A PERSON TO ENTER INTO A TRANSACTION BY MEANS OF CUSTOMER’S USE OF THE CHANNELADVISOR PLATFORMUSE, ANY MODULE (PROFITS, REVENUE, GOODWILL, BUSINESS, OR OTHER SOFTWARE LICENSEDFINANCIAL LOSS, (B) OR THE SERVICES. CUSTOMER IS SOLELY RESPONSIBLE FOR ALL SELECTION COSTS OF PARTIES WITH WHOM CUSTOMER DOES BUSINESS, AND FOR TERMS AND CONDITIONS OF CUSTOMER’S AGREEMENTS WITH THOSE PARTIES AND WITH NETWORK SITES AND FLEX FEED DESTINATIONS. CHANNELADVISOR HAS NO RESPONSIBILITY FOR THE QUALITY OR AVAILABILITY OF SUBSTITUTE GOODS OR SERVICES PROVIDED BY CUSTOMER, ANY BUYER'S ABILITY TO PAY, ANY THIRD PARTY'S COMPLIANCE WITH THE TERMS OF A TRANSACTIONSERVICES, OR FOR ANY INJURY, LOSS OR DAMAGE CAUSED OR ALLEGED TO HAVE BEEN CAUSED BY THE GOODS OR SERVICES OBTAINED BY A BUYER OR SOLD BY CUSTOMER THROUGH USE OF THE SERVICES. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR (C) ANY LOST PROFITS, LOSS OF DATA, OR ANY FORM OF INDIRECT, SPECIALCONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL SPECIAL DAMAGES OF ANY CHARACTER FROM ANY CAUSES KIND, HOWEVER CAUSED AND REGARDLESS OF FORM OF ACTION OF ANY KIND WITH RESPECT TO THIS AGREEMENT OR ANY APPLICABLE SOW, WHETHER BASED ON BREACH OF IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, AND WHETHER EVEN IF FLUIDIGM OR NOT THE OTHER PARTY ITS REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGEDAMAGES. CHANNELADVISORIN ADDITION, FLUIDIGM’S AGGREGATE LIABILITY UNDER THIS AGREEMENT OR APPLICABLE SOW WILL SHALL NOT EXCEED THE AMOUNTS AMOUNT PAID BY CUSTOMER UNDER BUYER TO FLUIDIGM IN THE APPLICABLE SOW GIVING RISE TO PRIOR TWELVE (12) MONTHS. BUYER UNDERSTANDS THAT THE CLAIM DURING RISKS OF LOSS HEREUNDER ARE REFLECTED IN THE TWELVE MONTH PERIOD IMMEDIATELY BEFORE PRICE OF THE DATE PRODUCTS AND THAT THESE TERMS WOULD HAVE BEEN DIFFERENT IF THERE HAD BEEN A DIFFERENT ALLOCATION OF RISK. EXHIBIT HAS BEEN REDACTED AND IS THE CLAIM AROSESUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. IF APPLICABLE LAW DOES NOT PERMIT REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE DISCLAIMER OF CERTAIN DAMAGES RELATED TO A PARTICULAR CAUSE OF ACTION, THEN THIS LIMITATION SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAWSECURITIES AND EXCHANGE COMMISSION.

Liability Limitation. CHANNELADVISOR IS NOT LIABLE IN NO EVENT SHALL EITHER PARTY OR BUTTERFLY’S THIRD PARTY SUPPLIERS HAVE LIABILITY ARISING OUT OF OR PERTAINING TO CUSTOMER THIS AGREEMENT TO THE OTHER PARTY OR ANY OTHER THIRD PARTY FOR THE FAILURE OF A PERSON TO ENTER INTO A TRANSACTION BY MEANS OF CUSTOMER’S USE OF THE CHANNELADVISOR PLATFORMANY SPECIAL, ANY MODULE (OR OTHER SOFTWARE LICENSED) OR THE SERVICES. CUSTOMER IS SOLELY RESPONSIBLE FOR ALL SELECTION OF PARTIES WITH WHOM CUSTOMER DOES BUSINESSINCIDENTAL, AND FOR TERMS AND CONDITIONS OF CUSTOMER’S AGREEMENTS WITH THOSE PARTIES AND WITH NETWORK SITES AND FLEX FEED DESTINATIONS. CHANNELADVISOR HAS NO RESPONSIBILITY FOR THE QUALITY OR AVAILABILITY OF GOODS OR SERVICES PROVIDED BY CUSTOMEREXEMPLARY, ANY BUYER'S ABILITY TO PAYCONSEQUENTIAL, ANY THIRD PARTY'S COMPLIANCE WITH THE TERMS OF A TRANSACTIONPUNITIVE, OR INDIRECT DAMAGES OF ANY KIND BASED ON ANY CLAIM OR LEGAL THEORY, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR ANY INJURYLOSS OF DATA, LOSS OR DAMAGE CAUSED OR ALLEGED TO HAVE BEEN CAUSED BY THE GOODS OR SERVICES OBTAINED BY A BUYER OR SOLD BY CUSTOMER THROUGH USE OF THE SERVICES. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY LOST OPPORTUNITY, LOST SAVINGS, LOST PROFITS, LOSS OF DATAUSE, BUSINESS INTERRUPTION OR COST OF SUBSTITUTE SERVICES OR TECHNOLOGY, EVEN IF INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGES IN ADVANCE. ADDITIONALLY, EXCEPT FOR CLAIMS ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR EITHER PARTY’S INDEMNIFICATION OBLIGATIONS AS SET FORTH IN SECTION 11, NEITHER PARTY’S NOR BUTTERFLY’S SUPPLIERS’ OR LICENSORS’ AGGREGATE LIABILITY TO THE OTHER PARTY AND ANY FORM OF INDIRECTAFFILIATES AND THEIR RESPECTIVE OFFICERS, SPECIALDIRECTORS, INCIDENTALEMPLOYEES, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF AND END USERS FOR ANY CHARACTER FROM ANY CAUSES OF ACTION OF ANY KIND WITH RESPECT TO CLAIMS ARISING UNDER THIS AGREEMENT OR ANY APPLICABLE SOWOTHERWISE ARISING FROM THE TRANSACTIONS CONTEMPLATED HEREIN AND THEREIN REGARDLESS OF THE FORM OF ACTION (INCLUDING, WHETHER BASED ON BUT NOT LIMITED TO, ACTIONS FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISESTRICT LIABILITY, RESCISSION AND WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED BREACH OF THE POSSIBILITY OF SUCH DAMAGE. CHANNELADVISOR’S AGGREGATE LIABILITY UNDER THIS AGREEMENT OR APPLICABLE SOW WILL NOT WARRANTY) SHALL EXCEED THE AMOUNTS FEES CLIENT PAID BY CUSTOMER UNDER IN THE APPLICABLE SOW TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM DURING THE TWELVE MONTH PERIOD IMMEDIATELY BEFORE THE DATE THE CLAIM AROSECLAIM. IF APPLICABLE LAW DOES NOT PERMIT THE DISCLAIMER CLIENT HEREBY RELEASES BUTTERFLY FROM ALL OBLIGATIONS, LIABILITY, CLAIMS OR DEMANDS IN EXCESS OF CERTAIN DAMAGES RELATED TO A PARTICULAR CAUSE OF ACTION, THEN THIS LIMITATION. THIS LIMITATION OF LIABILITY SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAWAPPLICABLE LAWS AND NOTWITHSTANDING THE FAILURE OF ANY LIMITED REMEDY.

Liability Limitation. CHANNELADVISOR IS BY USING THE TOW TRUCK COMPANY WEBSITE SERVICE OR ANY PORTION THEREOF, YOU AGREE THAT THE TOW TRUCK COMPANY WEBSITE AND ITS AFFILIATES SHALL NOT BE LIABLE TO CUSTOMER YOU FOR: (i) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), LOSS OF GOODWILL OR BUSINESS REPUTATION, LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS; AND (ii) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING, BUT NOT LIMITED TO, LOSS OR DAMAGE AS A RESULT OF (a) ANY CHANGES WHICH WE MAY MAKE TO THE TOW TRUCK COMPANY WEBSITE SERVICE, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN PROVIDING THE TOW TRUCK COMPANY WEBSITE SERVICE (OR ANY THIRD PARTY FOR SERVICES OFFERED THROUGH OR FEATURES OF THE TOW TRUCK COMPANY WEBSITE SERVICE), (b) THE DELETION OF, CORRUPTION OF, OR FAILURE OF A PERSON TO ENTER INTO A TRANSACTION STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY MEANS OF CUSTOMER’S OR THROUGH YOUR USE OF THE CHANNELADVISOR PLATFORMTOW TRUCK COMPANY WEBSITE SERVICE, (c) YOUR FAILURE TO PROVIDE THE TOW TRUCK COMPANY WEBSITE WITH ACCURATE ACCOUNT INFORMATION, (d) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL, (e) YOUR USE OR MISUSE OF THE TOW TRUCK COMPANY WEBSITE SERVICE, (f) ERRORS, DEFECTS, DELAYS IN OPERATION OR TRANSMISSION, AND/OR (g) HYPERLINKS TO WEB SITES OR CONTENT OR RESOURCES PROVIDED BY COMPANIES OR PERSONS OTHER THAN THE TOW TRUCK COMPANY WEBSITE. THESE FOREGOING LIMITATIONS ON OUR LIABILITY SHALL APPLY WHETHER OR NOT WE HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING. NOTWITHSTANDING THE FOREGOING, THE CUMULATIVE LIABILITY OF THE TOW TRUCK COMPANY WEBSITE, ITS AFFILIATES, AGENTS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING TO THESE USER TERMS OR YOUR USE OF THE TOW TRUCK COMPANY WEBSITE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY MODULE (CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY, WILL NOT EXCEED $100. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER SOFTWARE LICENSED) PROVISIONS OF THESE USER TERMS HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE OR IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW FOR LIMITED LIABILITY OR EXCLUSION OF IMPLIED WARRANTIES, SO NOT ALL OF THE SERVICESLIMITATIONS IN THESE USER TERMS MAY APPLY TO YOU. CUSTOMER IS SOLELY RESPONSIBLE FOR ALL SELECTION YOU ACKNOWLEDGE AND UNDERSTAND THAT THE DISCLAIMERS, EXCLUSIONS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE AGREEMENT BETWEEN THE PARTIES WITH WHOM CUSTOMER DOES BUSINESSHERETO, THAT THE PARTIES HAVE RELIED UPON SUCH DISCLAIMERS, EXCLUSIONS AND LIMITATIONS OF LIABILITY, AND FOR THAT ABSENT SUCH DISCLAIMERS, EXCLUSIONS AND LIMITATIONS OF LIABILITY, THE TERMS AND CONDITIONS OF CUSTOMER’S AGREEMENTS WITH THOSE PARTIES AND WITH NETWORK SITES AND FLEX FEED DESTINATIONS. CHANNELADVISOR HAS NO RESPONSIBILITY FOR THE QUALITY OR AVAILABILITY OF GOODS OR SERVICES PROVIDED BY CUSTOMER, ANY BUYER'S ABILITY TO PAY, ANY THIRD PARTY'S COMPLIANCE WITH THE THESE USER TERMS OF A TRANSACTION, OR FOR ANY INJURY, LOSS OR DAMAGE CAUSED OR ALLEGED TO HAVE BEEN CAUSED BY THE GOODS OR SERVICES OBTAINED BY A BUYER OR SOLD BY CUSTOMER THROUGH USE OF THE SERVICES. NEITHER PARTY SHALL WOULD BE LIABLE TO THE OTHER FOR ANY LOST PROFITS, LOSS OF DATA, OR ANY FORM OF INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER FROM ANY CAUSES OF ACTION OF ANY KIND WITH RESPECT TO THIS AGREEMENT OR ANY APPLICABLE SOW, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. CHANNELADVISOR’S AGGREGATE LIABILITY UNDER THIS AGREEMENT OR APPLICABLE SOW WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER UNDER THE APPLICABLE SOW GIVING RISE TO THE CLAIM DURING THE TWELVE MONTH PERIOD IMMEDIATELY BEFORE THE DATE THE CLAIM AROSE. IF APPLICABLE LAW DOES NOT PERMIT THE DISCLAIMER OF CERTAIN DAMAGES RELATED TO A PARTICULAR CAUSE OF ACTION, THEN THIS LIMITATION SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAWSUBSTANTIALLY DIFFERENT.

Liability Limitation. CHANNELADVISOR IS EXCHANGER AGREES THAT INTERMEDIARY AND ACCRUIT SHALL NOT BE LIABLE TO CUSTOMER FOR PUNITIVE, EXEMPLARY, CONTRACT, INCIDENTAL OR ANY THIRD PARTY FOR THE FAILURE OF A PERSON TO ENTER INTO A TRANSACTION BY MEANS OF CUSTOMER’S USE OF THE CHANNELADVISOR PLATFORM, ANY MODULE (OR OTHER SOFTWARE LICENSED) OR THE SERVICES. CUSTOMER IS SOLELY RESPONSIBLE FOR ALL SELECTION OF PARTIES WITH WHOM CUSTOMER DOES BUSINESS, AND FOR TERMS AND CONDITIONS OF CUSTOMER’S AGREEMENTS WITH THOSE PARTIES AND WITH NETWORK SITES AND FLEX FEED DESTINATIONS. CHANNELADVISOR HAS NO RESPONSIBILITY FOR THE QUALITY OR AVAILABILITY OF GOODS OR SERVICES PROVIDED BY CUSTOMER, ANY BUYER'S ABILITY TO PAY, ANY THIRD PARTY'S COMPLIANCE WITH THE TERMS OF A TRANSACTIONCONSEQUENTIAL DAMAGES, OR FOR ANY INJURYLOST PROFITS INCURRED BY EXCHANGER OR FOR ANY INCOME TAXES, LOSS INTEREST OR DAMAGE CAUSED OR ALLEGED TO HAVE BEEN CAUSED PENALTIES INCURRED BY EXCHANGER, WHETHER THE GOODS OR SERVICES OBTAINED BY A BUYER OR SOLD BY CUSTOMER THROUGH USE BASIS OF THE SERVICES. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY LOST PROFITS, LOSS OF DATA, OR ANY FORM OF INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER FROM ANY CAUSES OF ACTION OF ANY KIND WITH RESPECT TO THIS AGREEMENT OR ANY APPLICABLE SOW, WHETHER BASED ON LIABILITY IS BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCENEGLIGENCE AND STRICT LIABILITY), STATUTES OR OTHERWISE, ANY OTHER LEGAL THEORY (AND WHETHER EVEN IF INTERMEDIARY AND/OR NOT THE OTHER PARTY HAS ACCRUIT HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGEDAMAGES). CHANNELADVISOR’S IN NO EVENT SHALL THE AGGREGATE LIABILITY DAMAGES FOR WHICH INTERMEDIARY AND/OR ACCRUIT SHALL BE HELD LIABLE UNDER THIS AGREEMENT, WHICH DAMAGES SHALL ONLY APPLY IN THE CASE OF GROSS NEGLIGENCE OR WILLFUL AND WANTON MISCONDUCT ON THE PART OF INTERMEDIARY OR ACCRUIT, EXCEED ONE TIMES ANNUAL FEES PAID FOR LKE TAX SERVICES AND QI SERVICES. EXCHANGER AGREES TO PROMPTLY NOTIFY INTERMEDIARY AND ACCRUIT OF ANY COMPLAINT OR CLAIM EXCHANGER INTENDS TO ASSERT AGAINST INTERMEDIARY AND/OR ACCRUIT, AND EXCHANGER AGREES TO NOT ASSERT ANY CLAIM AGAINST INTERMEDIARY OR ACCRUIT AFTER THE PASSAGE OF 180 DAYS AFTER THE COMPLETION OF THE EXCHANGE INVOLVED. EXCHANGER AGREES THAT THE FOREGOING LIMITATION ON THE TYPE AND AMOUNT OF DAMAGES RECOVERABLE FROM INTERMEDIARY AND ACCRUIT, AND THE LIMITATION OF THE TIME WITHIN WHICH ANY CLAIM OR DISPUTE MAY BE ASSERTED AGAINST INTERMEDIARY AND ACCRUIT, IS FAIR AND REASONABLE IN LIGHT OF THE SCOPE OF THE RESPONSIBILITY OF INTERMEDIARY AND ACCRUIT UNDER THIS AGREEMENT OR APPLICABLE SOW WILL AND THE LIMITED AMOUNT OF THE FEES EARNED BY INTERMEDIARY AND ACCRUIT. EXCHANGER ACKNOWLEDGES THAT INTERMEDIARY AND ACCRUIT CONSIDER THIS PROVISION TO BE MATERIAL AND WOULD NOT EXCEED HAVE BEEN WILLING TO ENTER INTO THIS AGREEMENT IN THE AMOUNTS PAID BY CUSTOMER UNDER ABSENCE OF SUCH LIMITATIONS. EXCHANGER ACKNOWLEDGES THAT THE APPLICABLE SOW GIVING RISE TO THE CLAIM DURING THE TWELVE MONTH PERIOD IMMEDIATELY BEFORE THE DATE THE CLAIM AROSE. IF APPLICABLE LAW DOES NOT PERMIT THE DISCLAIMER OF CERTAIN DAMAGES RELATED TO A PARTICULAR CAUSE OF ACTIONLIMITATIONS CONTAINED HEREIN HAVE BEEN NEGOTIATED, THEN THIS LIMITATION SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAWAT ARMS LENGTH, BETWEEN INTERMEDIARY, ACCRUIT, AND EXCHANGER.