Common use of Liability Limitations Clause in Contracts

Liability Limitations. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY IN ANY MANNER, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY OR OTHER THEORY, FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, STATUTORY OR SPECIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS AND LOSS OF DATA, REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF OR WAS AWARE OF THE POSSIBILITY OR SUCH DAMAGES. IN NO EVENT SHALL THE TOTAL, CUMULATIVE LIABILITY OF ONE PARTY TO THE OTHER PARTY REGARDING ANY AND ALL CLAIMS AND CAUSES OF ACTION, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED TEN MILLION DOLLARS ($10,000,000). THE LIMITATIONS SET FORTH IN THIS PARAGRAPH SHALL BE DEEMED TO APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES SET FORTH IN THIS AGREEMENT. THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLE, AND THAT THE FOREGOING LIMITATIONS IN THIS PARAGRAPH ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

Liability Limitations. IN NO EVENT SHALL EITHER (a) Direct Damages NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY IN ANY MANNER, UNDER ANY THEORY OF LIABILITYOTHER, WHETHER IN AN ACTION IN CONTRACT, TORT TORT, PRODUCT LIABILITY, STRICT LIABILITY, STATUTE, LAW, EQUITY, OR OTHERWISE ARISING UNDER OR RELATED TO A SERVICE AGREEMENT FOR: (INCLUDING NEGLIGENCEA) INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES; (B) LOSS OF PROFITS OR REVENUE (OTHER THAN IN AN ACTION BY VENDOR TO RECOVER PAYMENT OF A PRICE OWED); OR (C) LOSS OF REPUTATION, GOODWILL, TIME, OPPORTUNITY, OR ACCESS TO DATA, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, EXCEPT AS PROVIDED IN SECTION 18.2 OR AS OTHERWISE SPECIFICALLY PROVIDED FOR IN THE SERVICE AGREEMENT. As used in this Section 18, “Party” includes a Party to this Master Agreement and its Affiliates, employees, agents, contractors, and suppliers when acting in that capacity with respect to a Service Agreement (including, without limitation, any Purchase Order under a Service Agreement or any Adoption Agreement), BREACH and any Persons claiming by or through a Party to this Master Agreement. (b) Damages Cap EXCEPT AS PROVIDED IN SECTION 18.2(a)(ii), NEITHER PARTY WILL BE LIABLE TO THE OTHER, REGARDLESS OF WARRANTY OR OTHER THEORYTHE FORMS OF ACTION THAT IMPOSE LIABILITY, FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, STATUTORY OR SPECIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS AMOUNTS UNDER A SERVICE AGREEMENT GREATER THAN THE CHARGES PAID AND LOSS PAYABLE BY COMPANY UNDER THE SERVICE AGREEMENT FOR THE TWELVE (12) CONSECUTIVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF DATA, REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF OR WAS AWARE OCCURRENCE OF THE POSSIBILITY APPLICABLE EVENT, ACT OR SUCH DAMAGES. IN NO EVENT SHALL THE TOTAL, CUMULATIVE LIABILITY OF ONE PARTY OMISSION GIVING RISE TO THE OTHER PARTY REGARDING ANY AND ALL CLAIMS AND CAUSES OF ACTION, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, IN TORT LAST SUCH CLAIM (INCLUDING NEGLIGENCEthe “Direct Damages Cap”), OR OTHERWISE, EXCEED TEN MILLION DOLLARS ($10,000,000). THE LIMITATIONS SET FORTH IN THIS PARAGRAPH SHALL BE DEEMED TO APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES SET FORTH IN THIS AGREEMENT. THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLE, AND THAT THE FOREGOING LIMITATIONS IN THIS PARAGRAPH ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

Liability Limitations. IN NO EVENT SHALL EITHER PARTY CLEANBRAIN, CLEANBRAIN EMPLOYEES, OR SALES CONTRACTORS BE LIABLE TO THE OTHER CLIENT OR ANY THIRD PARTY IN ANY MANNER, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY OR OTHER THEORY, FOR ANY LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA OR CLIENT DATA, COST OF RECREATING LOST DATA OR CLIENT DATA, COST OF COVER, OR INDIRECT, CONSEQUENTIALSPECIAL, INCIDENTALINCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, EXEMPLARY, PUNITIVE, STATUTORY IN CONNECTION WITH OR SPECIAL DAMAGESARISING OUT OF THIS AGREEMENT OR ANY LICENSE, INCLUDING, WITHOUT LIMITATIONBUT NOT LIMITED TO, LOST PROFITS AND LOSS THE FURNISHING, PERFORMANCE OR USE OF DATATHE CLEANTELLIGENT SUBSCRIPTION SERVICES, REGARDLESS OF WHETHER SUCH PARTY WAS SOFTWARE, DOCUMENTATION, PHONE/EMAIL/WEBINAR/CHAT SUPPORT, CLEANTELLIGENT KNOWLEDGE BASE, IMPLEMENTATION SERVICES, ADMIN ASSIST SERVICES, BASIC SUPPORT SERVICES, PRIORITY SUPPORT SERVICES, BUSINESS INTELLIGENCE/VISUALIZER SERVICES, OR OTHER ITEMS OR SERVICES PROVIDED HEREUNDER OR ANY DELAY IN DELIVERY OR FURNISHING THE CLEANTELLIGENT SUBSCRIPTION SERVICES, SOFTWARE, DOCUMENTATION, PHONE/EMAIL/WEBINAR/CHAT SUPPORT, CLEANTELLIGENT KNOWLEDGE BASE, IMPLEMENTATION SERVICES, ADMIN ASSIST SERVICES, BASIC SUPPORT SERVICES, PRIORITY SUPPORT SERVICES, BUSINESS INTELLIGENCE/VISUALIZER SERVICES, OR SAID ITEMS OR SERVICES, EVEN IF CLEANBRAIN HAS BEEN ADVISED OF OR WAS AWARE OF THE POSSIBILITY OR OF SUCH DAMAGES. NOTWITHSTANDING ANY TERM OF THIS AGREEMENT, CLEANBRAIN’S MAXIMUM AGGREGATE LIABILITY (WHETHER IN CONTRACT OR IN TORT OR UNDER ANY OTHER FORM OF LIABILITY) FOR DAMAGES OR LOSS, HOWSOEVER ARISING OR CAUSED, WHETHER OR NOT ARISING FROM CLEANBRAIN’S NEGLIGENCE, SHALL IN NO EVENT SHALL BE GREATER THAN THE TOTAL, CUMULATIVE LIABILITY AMOUNT OF ONE PARTY THE ACCESS FEES PAID TO CLEANBRAIN BY CLIENT DURING THE LAST SIX MONTHS PRIOR TO THE OTHER PARTY REGARDING DATE OF THE EVENT GIVING RISE TO SUCH LIABILITY. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY AND ALL CLAIMS AND CAUSES OF ACTION, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED TEN MILLION DOLLARS ($10,000,000). THE LIMITATIONS SET FORTH IN THIS PARAGRAPH SHALL BE DEEMED TO APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES SET FORTH IN THIS AGREEMENTREMEDY. CLEANBRAIN SHALL HAVE NO LIABILITY TO CLIENT OR ANY THIRD PARTY FOR ANY ALLEGED INFRINGEMENT RELATING TO THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLE▇▇▇▇, AND THAT THE FOREGOING LIMITATIONS IN THIS PARAGRAPH ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIESCLEANTELLIGENT SUBSCRIPTION SERVICES, SOFTWARE, DOCUMENTATION, PHONE/EMAIL/WEBINAR/CHAT SUPPORT, CLEANTELLIGENT KNOWLEDGE BASE, IMPLEMENTATION SERVICES, ADMIN ASSIST SERVICES, BASIC SUPPORT SERVICES, PRIORITY SUPPORT SERVICES, OR BUSINESS INTELLIGENCE/VISUALIZER SERVICES, OR CLAIM THEREOF.

Liability Limitations. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH HEREIN, ROW 44 SPECIFICALLY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE SERVICES PROVIDED BY ROW 44 HEREUNDER, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY IN ANY MANNER, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY OR OTHER THEORY, FOR ANY INDIRECT, CONSEQUENTIALSPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, STATUTORY PUNITIVE OR SPECIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL LOSSES OR DAMAGES OF ANY KIND OR NATURE (INCLUDING LOST PROFITS AND LOSS OF DATALOST REVENUES), REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED FORESEEABLE OR NOT, ARISING OUT OF OR WAS AWARE RELATING TO THIS AGREEMENT. WITHOUT LIMITING THE GENERALITY OF THE POSSIBILITY OR SUCH DAMAGES. FOREGOING, IN NO EVENT SHALL WILL EITHER PARTY BE LIABLE TO THE TOTALOTHER PARTY FOR ANY LOSSES OR DAMAGES OF ANY KIND OR NATURE ARISING OUT OF RELATING TO THIS AGREEMENT IN EXCESS OF THE TOTAL AMOUNT ACTUALLY PAID TO AND RECEIVED BY ROW 44 FROM SOUTHWEST DURING THE 12 MONTH PERIOD PRIOR TO SUCH CLAIM, CUMULATIVE WHICH AMOUNT WILL BE THE MAXIMUM AGGREGATE LIABILITY OF ONE EITHER PARTY TO THE OTHER PARTY REGARDING ANY AND ALL CLAIMS AND CAUSES OF ACTIONHEREUNDER. NOTWITHSTANDING THE FOREGOING, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED TEN MILLION DOLLARS ($10,000,000). THE LIMITATIONS SET FORTH IN THIS PARAGRAPH NOTHING HEREIN SHALL BE DEEMED TO APPLY LIMIT ANY LIABILITY WITH RESPECT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE (A) AN OBLIGATION OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES INDEMNITY SET FORTH IN THIS AGREEMENT, (B) FOR DAMAGES RESULTING FROM A BREACH OF AN OBLIGATION OF CONFIDENTIALITY, (C) A BREACH OF THE OBLIGATIONS IN EXHIBIT J HEREUNDER, (D) FOR PERSONAL INJURY OR PATENT INFRINGEMENT OR (E) ANY RIGHT OR REMEDY AVAILABLE TO SOUTHWEST AT LAW OR EQUITY BASED ON ROW 44’S FRAUDULENT ACTS, FRAUDULENT OMISSIONS OR INTENTIONAL MISREPRESENTATIONS. THE PARTIES ACKNOWLEDGE PAST, PRESENT OR FUTURE DIRECTORS, OFFICERS, EMPLOYEES AND AGREE THAT THEY STOCKHOLDERS OF SOUTHWEST AND ITS AFFILIATES SHALL NOT HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLE, AND THAT THE FOREGOING LIMITATIONS IN ANY PERSONAL LIABILITY OR OBLIGATION TO ROW 44 ARISING UNDER THIS PARAGRAPH ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIESAGREEMENT.

Liability Limitations. IN NO EVENT SHALL EITHER PARTY BE LIABLE EXCLUDING LOSSES ARISING PURSUANT TO THE OTHER PARTY IN ANY MANNERSECTION 9 OR FOR A PARTY’S GROSS NEGLIGENCE, UNDER ANY THEORY OF LIABILITYWILLFUL OR INTENTIONAL MISCONDUCT OR FRAUD, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY OR OTHER THEORY, FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, STATUTORY OR SPECIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS AND LOSS OF DATA, REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF OR WAS AWARE OF THE POSSIBILITY OR SUCH DAMAGES. IN NO EVENT SHALL THE TOTAL, CUMULATIVE LIABILITY OF ONE PARTY TO THE OTHER PARTY REGARDING ANY AND ALL CLAIMS AND CAUSES OF ACTION, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED TEN MILLION DOLLARS ($10,000,000). THE LIMITATIONS SET FORTH IN THIS PARAGRAPH SHALL BE DEEMED TO APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW LAW, EACH PARTY’S LIABILITY TO THE OTHER HEREUNDER FOR ANY LOSSES, LIABILITIES, DAMAGES, FINES, PENALTIES, DEFICIENCIES, COSTS OR EXPENSES, INCLUDING THE REASONABLE FEES AND NOTWITHSTANDING REASONABLE EXPENSES OF LEGAL COUNSEL, ACCOUNTANTS OR OTHER EXPERTS AND PROFESSIONAL ADVISERS (COLLECTIVELY, “LOSS”), ARISING FROM OR RELATING TO THIS AGREEMENT OR THE FAILURE PROVISION OF THE ESSENTIAL PURPOSE SERVICES HEREUNDER WILL NOT EXCEED THE AMOUNT PAID BY CLIENT TO ESENTIRE FOR THE SPECIFIC SERVICE TO WHICH SUCH CLAIM RELATES DURING THE SIX-MONTH PERIOD PRIOR TO THE DATE THE LOSS OCCURRED. IN THE EVENT CLIENT IS PURCHASING SERVICES THROUGH A RESELLER, EACH PARTY’S LIABILITY TO THE OTHER HEREUNDER FOR ANY LOSS (AS DEFINED ABOVE) WILL NOT EXCEED TWO HUNDRED FIFTY THOUSAND U.S. DOLLARS (USD$250,000). REGARDLESS OF THE NATURE OF THE CLAIM OR THEORY OF LIABILITY (INCLUDING, WITHOUT LIMITATION, VIOLATION OF ANY LIMITED REMEDIES SET FORTH REQUIREMENTS OF LAW, BREACH OF CONTRACT, STRICT LIABILITY, NEGLIGENCE OR OTHER TORT), NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY: INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (EVEN IF THE PARTY CAUSING SUCH LOSS OR DAMAGE HAS BEEN ADVISED OR HAD KNOWLEDGE OF THE POSSIBILITY OF SAME OR COULD REASONABLY HAVE FORESEEN SAME), INCLUDING LOST BUSINESS REVENUE, LOSS OF DATA, BUSINESS INTERRUPTION, LOSS OF PROFITS OR FAILURE TO REALIZE EXPECTED PROFITS OR SAVINGS). FOR GREATER CERTAINTY, WHERE CLIENT RECEIVES SERVICES THROUGH A RESELLER, ESENTIRE WILL HAVE NO LIABILITY OR RESPONSIBILITY WHATSOEVER IN THIS AGREEMENTRESPECT OF ANY ACTS, OMISSIONS, REPRESENTATIONS OR WARRANTIES PROVIDED BY SUCH RESELLER. THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE FULLY CONSIDERED THE FOREGOING THIS SECTION 8 REPRESENTS A REASONABLE ALLOCATION OF RISK AND FIND IT REASONABLE, AND THAT THE FOREGOING LIMITATIONS IN THIS PARAGRAPH ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIESRISK.

Liability Limitations. IN NO EVENT SHALL EITHER PARTY CLEANBRAIN, CLEANBRAIN EMPLOYEES, OR SALES CONTRACTORS BE LIABLE TO THE OTHER CLIENT OR ANY THIRD PARTY IN ANY MANNER, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY OR OTHER THEORY, FOR ANY LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA OR CLIENT DATA, COST OF RECREATING LOST DATA OR CLIENT DATA, COST OF COVER, OR INDIRECT, CONSEQUENTIALSPECIAL, INCIDENTALINCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, EXEMPLARY, PUNITIVE, STATUTORY IN CONNECTION WITH OR SPECIAL DAMAGESARISING OUT OF THIS AGREEMENT OR ANY LICENSE, INCLUDING, WITHOUT LIMITATIONBUT NOT LIMITED TO, LOST PROFITS AND LOSS THE FURNISHING, PERFORMANCE OR USE OF DATATHE CLEANTELLIGENT SUBSCRIPTION SERVICES, REGARDLESS OF WHETHER SUCH PARTY WAS SOFTWARE, DOCUMENTATION, PHONE/EMAIL/WEBINAR/CHAT SUPPORT, CLEANTELLIGENT KNOWLEDGE BASE, IMPLEMENTATION SERVICES, ADMIN ASSIST SERVICES, SUPPORT SERVICES, BUSINESS INTELLIGENCE PLATINUM & REPORT WRITER SERVICES, ON-SITE TRAINING, CHILD ACCOUNT SERVICES, WHITE LABEL BRANDING, OR OTHER ITEMS, PRODUCTS OR SERVICES PROVIDED HEREUNDER OR ANY DELAY IN DELIVERY OR FURNISHING THE CLEANTELLIGENT SUBSCRIPTION SERVICES, SOFTWARE, DOCUMENTATION, PHONE/EMAIL/WEBINAR/CHAT SUPPORT, CLEANTELLIGENT KNOWLEDGE BASE, IMPLEMENTATION SERVICES, ADMIN ASSIST SERVICES, SUPPORT SERVICES, BUSINESS INTELLIGENCE PLATINUM & REPORT WRITER SERVICES, ON-SITE TRAINING, CHILD ACCOUNT SERVICES, WHITE LABEL BRANDING, OR SAID ITEMS, PRODUCTS OR SERVICES, EVEN IF CLEANBRAIN HAS BEEN ADVISED OF OR WAS AWARE OF THE POSSIBILITY OR OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, CLEANBRAIN’S MAXIMUM AGGREGATE LIABILITY (WHETHER IN CONTRACT OR IN TORT OR UNDER ANY OTHER FORM OF LIABILITY) FOR DAMAGES OR LOSS, HOWSOEVER ARISING OR CAUSED, WHETHER OR NOT ARISING FROM CLEANBRAIN’S NEGLIGENCE, SHALL IN NO EVENT SHALL BE GREATER THAN THE TOTAL, CUMULATIVE LIABILITY AMOUNT OF ONE PARTY THE USER LICENSE FEES PAID TO CLEANBRAIN BY CLIENT DURING THE LAST SIX (6) MONTHS PRIOR TO THE OTHER PARTY REGARDING DATE OF THE EVENT GIVING RISE TO SUCH LIABILITY. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY AND ALL CLAIMS AND CAUSES OF ACTION, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED TEN MILLION DOLLARS ($10,000,000). THE LIMITATIONS SET FORTH IN THIS PARAGRAPH SHALL BE DEEMED TO APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES SET FORTH IN THIS AGREEMENTREMEDY. CLEANBRAIN SHALL HAVE NO LIABILITY TO CLIENT OR ANY THIRD PARTY FOR ANY ALLEGED INFRINGEMENT RELATING TO THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLE▇▇▇▇, AND THAT THE FOREGOING LIMITATIONS IN THIS PARAGRAPH ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIESCLEANTELLIGENT SUBSCRIPTION SERVICES, SOFTWARE, DOCUMENTATION, PHONE/EMAIL/WEBINAR/CHAT SUPPORT, CLEANTELLIGENT KNOWLEDGE BASE, IMPLEMENTATION SERVICES, ADMIN ASSIST SERVICES, SUPPORT SERVICES, BUSINESS INTELLIGENCE PLATINUM & REPORT WRITER SERVICES, ON-SITE TRAINING, CHILD ACCOUNT SERVICES, OR WHITE LABEL BRANDING, OR CLAIM THEREOF.

Liability Limitations. IN NO EVENT 10.1 WITH THE EXCEPTION OF ANY BREACH BY A PARTY OF ITS CONFIDENTIALITY OBLIGATIONS HEREUNDER, OR ANY MISAPPROPRIATION BY A PARTY OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, NEITHER PARTY SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY IN ANY MANNER, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY OR OTHER THEORY, FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, STATUTORY SPECIAL OR SPECIAL CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATIONBUT NOT LIMITED TO, LOST PROFITS AND FRUSTRATION OF ECONOMIC OR BUSINESS EXPECTATIONS, LOSS OF DATAPROFITS, LOSS OF ANTICIPATED REVENUE, COST OF CAPITAL, COST OF SUBSTITUTE PRODUCT(S), FACILITIES OR SERVICES, DOWNTIME COST, REGARDLESS OF WHETHER SUCH CLAIMS ARE BASED IN WARRANTY, CONTRACT, NEGLIGENCE, STRICT TORT, PRODUCTS LIABILITY OR OTHERWISE, EVEN IF THAT PARTY WAS HAS BEEN ADVISED OF OR WAS AWARE OF THE POSSIBILITY OR OF SUCH DAMAGES. IN NO EVENT SHALL THE TOTAL, CUMULATIVE LIABILITY OF ONE PARTY TO THE OTHER PARTY REGARDING ANY AND ALL CLAIMS AND CAUSES OF ACTION, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED TEN MILLION DOLLARS ($10,000,000). PARTIES EXPRESSLY AGREE THAT THE LIMITATIONS ON DAMAGES SET FORTH IN THIS PARAGRAPH SHALL BE DEEMED TO APPLY TO AGREEMENT ARE AGREED ALLOCATIONS OF RISK CONSTITUTING IN PART THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW CONSIDERATION FOR THE PARTIES’ RESPECTIVE RIGHTS AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES OBLIGATIONS SET FORTH IN THIS AGREEMENT. IN ADDITION, THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLE, AND THAT THE FOREGOING LIMITATIONS IN THIS PARAGRAPH ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIESNO WAY LIMITS THEIR RESPECTIVE INDEMNITY OBLIGATIONS HEREUNDER.

Liability Limitations. IN UNDER NO EVENT CIRCUMSTANCES SHALL EITHER PARTY COMINDWARE, OR ITS SUPPLIERS, RESELLERS, PARTNERS OR THEIR RESPECTIVE AFFILIATES BE LIABLE TO THE OTHER PARTY IN ANY MANNER, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY OR OTHER THEORY, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, INCIDENTALSPECIAL, EXEMPLARY, PUNITIVEOR PUNITIVE DAMAGES ARISING FROM OR RELATED TO THE SOFTWARE OR SERVICE, STATUTORY OR SPECIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS AND LOSS OF DATA, REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF OR WAS AWARE OF THE POSSIBILITY OR SUCH DAMAGES. IN NO EVENT SHALL THE TOTALCLAIM IS BASED ON WARRANTY, CUMULATIVE LIABILITY OF ONE PARTY TO THE OTHER PARTY REGARDING ANY AND ALL CLAIMS AND CAUSES OF ACTION, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED TEN MILLION DOLLARS ($10,000,000EVEN IF ANY SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). WITHOUT LIMITING THE FOREGOING, THE TOTAL AGGREGATE LIABILITY OF COMINDWARE, AND ITS SUPPLIERS, RESELLERS, PARTNERS AND THEIR RESPECTIVE AFFILIATES ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT, IF ANY, PAID BY YOU TO COMINDWARE FOR THE SOFTWARE OR SERVICE. IF THE SOFTWARE AND SERVICE ARE PROVIDED WITHOUT CHARGE, THEN COMINDWARE AND ITS SUPPLIERS SHALL HAVE NO LIABILITY TO YOU WHATSOEVER IN EXCESS OF $100.00. THE FOREGOING LIMITATIONS SET FORTH IN THIS PARAGRAPH OF LIABILITY SHALL BE DEEMED APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE SOFTWARE OR SERVICE, FROM INABILITY TO USE THE SOFTWARE OR SERVICE, TO USE OR RETRIEVE ANY BACKUP DATA, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SOFTWARE OR SERVICE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). SUCH LIMITATION SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE A FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES SET FORTH IN THIS AGREEMENTREMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL, CONSEQUENTIAL, OR DIRECT DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. THE PARTIES ACKNOWLEDGE SOFTWARE AND AGREE SERVICE ARE NOT INTENDED FOR USE IN CONNECTION WITH ANY NUCLEAR, AVIATION, MASS TRANSIT, OR MEDICAL APPLICATION OR ANY OTHER INHERENTLY DANGEROUS APPLICATION THAT THEY HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLECOULD RESULT IN DEATH, PERSONAL INJURY, CATASTROPHIC DAMAGE, OR MASS DESTRUCTION, AND LICENSEE AGREES THAT THE FOREGOING LIMITATIONS IN THIS PARAGRAPH ARE AN ESSENTIAL BASIS LICENSOR WILL HAVE NO LIABILITY OF ANY NATURE AS A RESULT OF ANY SUCH USE OF THE BARGAIN BETWEEN SOFTWARE. LICENSOR SHALL NOT BE LIABLE FOR DAMAGES TO LICENSEE’S HARDWARE AND SOFTWARE, LOSS, DESTRUCTION OR CORRUPTION OF LICENSEE’S DATA, LOSS OF REVENUE OF PROFITS AS A RESULT OF LICENSEE’S USE OF THE PARTIESSOFTWARE.

Liability Limitations. IF CUSTOMER SHOULD BECOME ENTITLED TO CLAIM DAMAGES FROM THE COMPANY (INCLUDING WITHOUT LIMITATION, FOR INDEMNITY, BREACH OF CONTRACT, NEGLIGENCE, OR OTHER TORT CLAIM), THE COMPANY WILL BE LIABLE ONLY FOR THE AMOUNT OF CUSTOMER’S ACTUAL DIRECT DAMAGES UP TO THE AMOUNT THAT CUSTOMER PAID THE COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE DATE THE CLAIM AROSE FOR THE SERVICES THAT ARE THE SUBJECT OF THE CLAIM. IN NO EVENT SHALL EVENT, HOWEVER, WILL EITHER PARTY (AND, IN THE CASE OF COMPANY, ITS AFFILIATES, CONSULTANTS, DISTRIBUTORS, AGENTS, SUBCONTRACTORS AND LICENSORS) BE LIABLE TO THE OTHER OR ANY THIRD PARTY (AND, IN THE CASE OF COMPANY, ITS AFFILIATES, CONSULTANTS, DISTRIBUTORS, AGENTS, SUBCONTRACTORS AND LICENSORS) IN THE AGGREGATE FOR ANY MANNERLOST PROFITS, UNDER LOSS OF BUSINESS, USE, SALES, SAVINGS, OR OTHER CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES, OF ANY THEORY KIND OR NATURE RESULTING FROM OR ARISING OUT OF LIABILITYTHIS AGREEMENT OR THE SERVICES. EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY WITH RESPECT TO ANY VIOLATION OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS AS SET FORTH HEREIN. COMPANY IS NOT AN INSURER WITH REGARD TO PERFORMANCE OF THE SERVICES. CUSTOMER AGREES TO ASSUME THE RISK FOR: (A) ALL LIABILITIES DISCLAIMED BY COMPANY HEREIN, AND (B) ALL ALLEGED DAMAGES IN EXCESS OF THE AMOUNT OF THE LIMITED REMEDY PROVIDED HEREUNDER. THE ALLOCATIONS OF LIABILITY IN THIS SUBSECTION 9(D) REPRESENT THE AGREED, BARGAINED-FOR UNDERSTANDING OF THE PARTIES AND COMPANY’S COMPENSATION HEREUNDER REFLECTS SUCH ALLOCATIONS. THE LIMITATION OF LIABILITY AND TYPES OF DAMAGES STATED IN THIS AGREEMENT ARE INTENDED BY THE PARTIES TO APPLY REGARDLESS OF THE FORM OF LAWSUIT OR CLAIM A PARTY MAY BRING, WHETHER IN CONTRACTTORT, TORT (INCLUDING NEGLIGENCE)CONTRACT OR OTHERWISE, BREACH OF WARRANTY OR OTHER THEORY, FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, STATUTORY OR SPECIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS AND LOSS OF DATA, REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF OR WAS AWARE OF THE POSSIBILITY OR SUCH DAMAGES. IN NO EVENT SHALL THE TOTAL, CUMULATIVE LIABILITY OF ONE PARTY TO THE OTHER PARTY REGARDING ANY AND ALL CLAIMS AND CAUSES OF ACTION, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED TEN MILLION DOLLARS ($10,000,000). THE LIMITATIONS SET FORTH LIMITED REMEDY PROVIDED FOR IN THIS PARAGRAPH SHALL BE DEEMED TO AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE. BECAUSE SOME STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE LIMITATIONS OR EXCLUSIONS IN THIS SECTION 9 MAY NOT APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES SET FORTH IN THIS AGREEMENT. THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLE, AND THAT THE FOREGOING LIMITATIONS IN THIS PARAGRAPH ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIESYOU.

Liability Limitations. a. IN NO EVENT SHALL EITHER PARTY TI, OR ANY APPLICABLE LICENSOR, BE LIABLE TO FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES, IN CONNECTION WITH OR ARISING OUT THE OTHER PARTY IN ANY MANNERLICENSES GRANTED HEREIN OR EVALUATOR’S USE OF THE LICENSED MATERIALS, UNDER HOWEVER CAUSED, ON ANY THEORY OF LIABILITYLIABILITY AND REGARDLESS OF WHETHER TI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDED DAMAGES INCLUDE, WHETHER IN CONTRACTBUT ARE NOT LIMITED TO, TORT (INCLUDING NEGLIGENCE)COST OF REMOVAL OR REINSTALLATION, BREACH OF WARRANTY OR OTHER THEORYCOMPUTER TIME, FOR ANY INDIRECTLABOR COSTS, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, STATUTORY OR SPECIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS AND LOSS OF DATA, REGARDLESS LOSS OF WHETHER SUCH PARTY WAS ADVISED GOODWILL, LOSS OF PROFITS, LOSS OF SAVINGS, OR WAS AWARE LOSS OF THE POSSIBILITY USE OR SUCH DAMAGES. INTERRUPTION OF BUSINESS. b. IN NO EVENT SHALL TI’S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL, CUMULATIVE LIABILITY GREATER OF ONE PARTY THE FEES PAID TO THE OTHER PARTY REGARDING ANY AND ALL CLAIMS AND CAUSES OF ACTION, TI BY EVALUATOR UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE), THIS AGREEMENT OR OTHERWISE, EXCEED TEN MILLION FIVE HUNDRED DOLLARS ($10,000,000500). THE LIMITATIONS SET FORTH IN THIS PARAGRAPH SHALL BE DEEMED TO APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE LIMITATION APPLIES REGARDLESS OF THE ESSENTIAL PURPOSE WHETHER OTHER PROVISIONS OF ANY LIMITED REMEDIES SET FORTH IN THIS AGREEMENTAGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. THE PARTIES ACKNOWLEDGE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE OR EXTEND THESE LIMITS. c. EVALUATOR ACKNOWLEDGES AND AGREE THAT THEY HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLE, AND AGREES THAT THE FOREGOING LIABILITY LIMITATIONS ARE ESSENTIAL ELEMENTS OF THIS AGREEMENT AND THAT IN THE ABSENCE OF SUCH LIMITATIONS, THE MATERIAL AND ECONOMIC TERMS OF THIS PARAGRAPH ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIESAGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.

Liability Limitations. IN UNDER NO EVENT SHALL EITHER PARTY CIRCUMSTANCES WILL AZ SELLER BE LIABLE TO FOR: LOSS OF REVENUE; LOSS OF DATA; LOSS OR LEVEL OF INVENTORY OR ITS EFFECT ON PRICING; LOSS OF ACTUAL OR ANTICIPATED PROFITS; LOSS OF CONTRACTS; LOSS OF THE OTHER PARTY IN ANY MANNERUSE OF MONEY; LOSS OF ANTICIPATED SAVINGS; LOSS OF BUSINESS; LOSS OF OPPORTUNITY; LOSS OF GOODWILL; LOSS OF REPUTATION; LOSS OF, UNDER ANY THEORY OR CONSEQUENTIAL OR INDIRECT LOSS OR SPECIAL, PUNITIVE, OR INCIDENTAL DAMAGES (INCLUDING, FOR THE AVOIDANCE OF LIABILITYDOUBT, WHERE SUCH LOSS OR DAMAGE IS ALSO OF A CATEGORY OF LOSS OR DAMAGE ALREADY LISTED), WHETHER IN CONTRACTFORESEEABLE OR UNFORESEEABLE, TORT (INCLUDING NEGLIGENCE)BASED ON CLAIMS BY CUSTOMER OR ANY THIRD PARTY ARISING OUT OF ANY BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY CONDITIONS OR OTHER TERM, BREACH OF WARRANTY OR OTHER THEORY, FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, STATUTORY OR SPECIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS AND LOSS OF DATA, REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF OR WAS AWARE OF THE POSSIBILITY OR SUCH DAMAGES. IN NO EVENT SHALL THE TOTAL, CUMULATIVE LIABILITY OF ONE PARTY TO THE OTHER PARTY REGARDING ANY AND ALL CLAIMS AND CAUSES OF ACTION, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, MISREPRESENTATION, NEGLIGENCE, OTHER LIABILITY IN TORT (INCLUDING NEGLIGENCE)TORT, FAILURE OF ANY REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE, EXCEED TEN MILLION DOLLARS ($10,000,000). THE LIMITATIONS SET FORTH IN THIS PARAGRAPH SHALL BE DEEMED AZ SELLER IS NOT LIABLE TO APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING CUSTOMER OR ANY THIRD PARTY FOR THE FAILURE OF THE ESSENTIAL PURPOSE A PERSON TO ENTER INTO A TRANSACTION BY MEANS OF ANY LIMITED REMEDIES SET FORTH IN THIS AGREEMENT. THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLE, AND THAT THE FOREGOING LIMITATIONS IN THIS PARAGRAPH ARE AN ESSENTIAL BASIS CUSTOMER’S USE OF THE BARGAIN BETWEEN SERVICES, TECHNOLOGY, ANY MODULE (OR OTHER SOFTWARE LICENSED) OR THE PARTIESSERVICES.

Liability Limitations. THIS PARAGRAPH LIMITS THE LIABILITIES ARISING FROM THE SERVICES AS WELL AS THE LIABILITIES ARISING UNDER THIS AGREEMENT AND ANY SOW, AND IS A BARGAINED-FOR AND MATERIAL PART OF OUR BUSINESS RELATIONSHIP WITH YOU. YOU ACKNOWLEDGE AND AGREE THAT MSP WOULD NOT PROVIDE ANY SERVICES, OR ENTER INTO ANY SOW OR THIS AGREEMENT, UNLESS MSP COULD RELY ON THE LIMITATIONS DESCRIBED IN THIS PARAGRAPH. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, SUCH AS LOST REVENUE, LOSS OF PROFITS (EXCEPT FOR FEES DUE AND OWING TO MSP), SAVINGS, OR OTHER INDIRECT OR CONTINGENT EVENT-BASED ECONOMIC LOSS ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, THIS AGREEMENT, OR ANY SOW EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; HOWEVER, REASONABLE ATTORNEYS’ FEES AWARDED TO A PREVAILING PARTY (AS DESCRIBED BELOW), YOUR INDEMNIFICATION OBLIGATIONS, AND ANY AMOUNTS DUE AND PAYABLE PURSUANT TO THE NON-SOLICITATION PROVISION OF THIS AGREEMENT SHALL NOT BE LIMITED BY THE FOREGOING LIMITATION. EXCEPT FOR THE FOREGOING EXCEPTIONS, A RESPONSIBLE PARTY’S (“RESPONSIBLE PARTY’S”) AGGREGATE LIABILITY TO THE OTHER PARTY IN (“AGGRIEVED PARTY”) FOR DAMAGES FROM ANY MANNERAND ALL CLAIMS OR CAUSES WHATSOEVER, UNDER AND REGARDLESS OF THE FORM OF ANY THEORY OF LIABILITYSUCH ACTION(S), THAT ARISE FROM OR RELATE TO THIS AGREEMENT (COLLECTIVELY, “CLAIMS”), WHETHER IN CONTRACT, TORT (INCLUDING TORT, INDEMNIFICATION, OR NEGLIGENCE), BREACH SHALL BE LIMITED SOLELY TO THE AMOUNT OF WARRANTY OR OTHER THEORY, FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, STATUTORY OR SPECIAL THE AGGRIEVED PARTY’S ACTUAL AND DIRECT DAMAGES, INCLUDINGNOT TO EXCEED THE AMOUNT OF FEES PAID BY YOU (EXCLUDING HARD COSTS FOR LICENSES, WITHOUT LIMITATIONHARDWARE, LOST PROFITS AND LOSS OF DATA, REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF OR WAS AWARE OF ETC.) TO MSP FOR THE POSSIBILITY OR SUCH DAMAGES. IN NO EVENT SHALL SPECIFIC SERVICE UPON WHICH THE TOTAL, CUMULATIVE LIABILITY OF ONE PARTY APPLICABLE CLAIM(S) IS/ARE BASED DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRIOR TO THE OTHER PARTY REGARDING ANY AND ALL CLAIMS AND CAUSES DATE ON WHICH THE CAUSE OF ACTIONACTION ACCRUED OR $10,000, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED TEN MILLION DOLLARS ($10,000,000)WHICHEVER IS GREATER. THE FOREGOING LIMITATIONS SET FORTH SHALL APPLY EVEN IF THE REMEDIES LISTED IN THIS PARAGRAPH AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE; HOWEVER, THE LIMITATIONS SHALL BE DEEMED TO NOT APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES SET FORTH IN THIS AGREEMENT. THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLE, AND THAT THE FOREGOING LIMITATIONS IN THIS PARAGRAPH CLAIMS ARE AN ESSENTIAL BASIS OF CAUSED BY A RESPONSIBLE PARTY’S WILLFUL OR INTENTIONAL MISCONDUCT, OR GROSS NEGLIGENCE. SIMILARLY, A RESPONSIBLE PARTY’S LIABILITY OBLIGATION SHALL BE REDUCED TO THE BARGAIN BETWEEN EXTENT THAT A CLAIM IS CAUSED BY, OR THE PARTIESRESULT OF, THE AGGRIEVED PARTY’S WILLFUL OR INTENTIONAL MISCONDUCT, GROSS NEGLIGENCE, OR TO THE EXTENT THAT THE AGGRIEVED PARTY FAILED TO REASONABLY MITIGATE (OR ATTEMPT TO MITIGATE, AS APPLICABLE) THE CLAIMS.

Liability Limitations. NEITHER PARTY (INCLUDING, IN NO EVENT SHALL EITHER PARTY THE CASE OF DEALERTRACK, ITS AFFILIATES) WILL BE LIABLE TO THE OTHER PARTY IN ANY MANNER, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY OR OTHER THEORY, FOR ANY INDIRECT, CONSEQUENTIALSPECIAL, EXEMPLARY, INCIDENTAL, EXEMPLARYMULTIPLE, PUNITIVECONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING ANY DAMAGES RESULTING FROM ANY LOSS OF USE, STATUTORY OR SPECIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS AND LOSS OF DATA, REGARDLESS LOSS OF WHETHER PROFITS, LOSS OF BUSINESS OR OTHER ECONOMIC LOSS) ARISING OUT OF OR IN CONNECTION WITH THE APPLICABLE PARTICIPATION FORM AND/OR THIS AGREEMENT, EVEN IF SUCH PARTY WAS HAS BEEN ADVISED OF OR WAS AWARE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE FORM OF ACTION OR SUCH DAMAGESTHEORY OF LIABILITY (INCLUDING BREACH OF CONTRACT OR WARRANTY, EQUITY, STRICT LIABILITY, TORT OR OTHERWISE). IN NO EVENT SHALL ADDITIONALLY, THE TOTALAGGREGATE LIABILITY UNDER THIS AGREEMENT OF DEALERTRACK AND ITS AFFILIATES, CUMULATIVE LIABILITY OF ON THE ONE PARTY HAND, AND PROVIDER, ON THE OTHER HAND, WILL BE EXPRESSLY LIMITED TO AN AMOUNT EQUAL TO THE OTHER PARTY REGARDING ANY AND ALL CLAIMS AND CAUSES OF ACTION, AMOUNT PAID BY PROVIDER TO DEALERTRACK UNDER ANY THEORY OF LIABILITY, WHETHER THE APPLICABLE PARTICIPATION FORM IN CONTRACT, IN TORT THE TWELVE (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED TEN MILLION DOLLARS ($10,000,000). THE LIMITATIONS SET FORTH IN THIS PARAGRAPH SHALL BE DEEMED TO APPLY 12) MONTHS PRIOR TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING EVENT GIVING RISE TO THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES SET FORTH IN THIS AGREEMENTLIABILITY. THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLE, AND THAT THE FOREGOING LIMITATIONS IN THIS PARAGRAPH ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIESLIABILITY WILL NOT APPLY TO (A) A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 9, (B) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10, (C) A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (D) A PARTY’S BREACH OF APPLICABLE PRIVACY LAWS.

Liability Limitations. EXCEPT AS EXPRESSLY SPECIFIED HEREIN, IN NO EVENT SHALL EITHER PARTY THE PerkWiz PARTIES BE LIABLE TO THE OTHER PARTY IN ANY MANNER, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY OR OTHER THEORY, FOR ANY INDIRECTINJURIES, CONSEQUENTIALLOSSES, INCIDENTALCLAIMS, OR DIRECT DAMAGES OR ANY SPECIAL, EXEMPLARY, PUNITIVE, STATUTORY INCIDENTAL, OR SPECIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS AND LOSS CONSEQUENTIAL DAMAGES OF DATA, REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF OR WAS AWARE OF THE POSSIBILITY OR SUCH DAMAGES. IN NO EVENT SHALL THE TOTAL, CUMULATIVE LIABILITY OF ONE PARTY TO THE OTHER PARTY REGARDING ANY AND ALL CLAIMS AND CAUSES OF ACTION, UNDER ANY THEORY OF LIABILITYKIND, WHETHER BASED IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE)TORT, OR OTHERWISE, EXCEED TEN MILLION AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHICH ARISE OUT OF OR ARE ANY WAY CONNECTED WITH (1) THIS AGREEMENT (INCLUDING ANY CHANGES THERETO), (2) ANY USE OF THE PerkWiz SITES, SERVICES, THE PerkWiz CONTENT, OR THE USER CONTENT, (3) ANY FAILURE OR DELAY (INCLUDING, BUT NOT LIMITED TO, THE USE OR INABILITY TO USE ANY COMPONENT OF ANY OF THE SERVICES), OR (4) YOUR VISIT TO ANY RESTAURANT OR THE PERFORMANCE, NON-PERFORMANCE, CONDUCT, OR POLICIES OF ANY RESTAURANT OR MERCHANT IN CONNECTION WITH THE SERVICES. IN ADDITION, YOU SPECIFICALLY UNDERSTAND AND AGREE THAT ANY THIRD PARTY DIRECTING YOU TO THE PerkWiz SITE BY REFERRAL, LINK, OR ANY OTHER MEANS IS NOT LIABLE TO USER FOR ANY REASON WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DAMAGES OR LOSS ASSOCIATED WITH THE USE OF THE SERVICES OR THE PerkWiz CONTENT. PerkWiz IS NEITHER AN AGENT OF NOR OTHERWISE ASSOCIATED WITH ANY RESTAURANT FOR WHICH A USER HAS MADE A RESERVATION, CLAIMED AN OFFER OR PROMOTION, OR PAID A BILL USING THE PAYMENT SERVICES OR ANY MERCHANT THAT ISSUES A MERCHANT GIFT CARD. IF YOU ARE A RESIDENT OF THE UK OR EU, THE LIMITATION OF LIABILITY IN THIS AGREEMENT SHALL NOT APPLY TO ANY DAMAGE ARISING FROM OUR WILLFUL MISCONDUCT AND GROSS NEGLIGENCE, NOR SHALL IT APPLY TO DAMAGE FROM INJURY TO LIFE, BODY OR HEALTH. IF THE DISCLAIMER OF DIRECT DAMAGES ABOVE IS NOT ENFORCEABLE AT LAW, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THE GIFT CARD TERMS, YOU EXPRESSLY AGREE THAT OUR LIABILITY TO YOU (FOR AY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION) WILL AT ALL TIMES BE LIMITED TO FIFTY US DOLLARS ($10,000,00050). THE LIMITATIONS SET FORTH IN THIS PARAGRAPH SHALL BE DEEMED TO APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES SET FORTH IN THIS AGREEMENTYou and ▇▇▇▇▇▇▇ understand and agree that the disclaimers, exclusions, and limitations in this Section 19 and in Section 20 are essential elements of this Agreement and that they represent a reasonable allocation of risk. THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLEIn particular, AND THAT THE FOREGOING LIMITATIONS IN THIS PARAGRAPH ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIESyou understand that ▇▇▇▇▇▇▇ would be unable to make the Services available to you except on these terms and agree that this Agreement will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.

Liability Limitations. IN NO EVENT BELL SHALL EITHER PARTY NOT BE LIABLE FOR ANY (A) DAMAGES, CLAIMS, LOSSES, INJURIES, TAXES, EXPENSES OR COSTS (“DAMAGES”) ARISING OUT OF ANY ERRORS, UNAVAILABILITY OR INTERRUPTIONS IN CONNECTION WITH ANY BELL SERVICES OR ANY ACTUAL OR MISSED INSTALLATION APPOINTMENTS; AND/OR (B) INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR INCIDENTAL DAMAGES OF ANY KIND OR FOR ANY REASON WHATSOEVER. SUBJECT TO THE ANY OTHER PARTY LIMITATION OR EXCLUSION OF LIABILITY CONTAINED IN ANY MANNERTHIS AGREEMENT, UNDER ANY THEORY ▇▇▇▇'▇ CUMULATIVE LIABILITY TO YOU FOR ALL BELL SERVICES PROVIDED HEREUNDER FOR DAMAGES, INCLUDING DAMAGES ARISING FROM ▇▇▇▇’▇ NEGLIGENCE, BREACH OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY OR OTHER THEORY, FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, STATUTORY OR SPECIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS AND LOSS OF DATA, REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF OR WAS AWARE OF THE POSSIBILITY OR SUCH DAMAGES. IN NO EVENT SHALL THE TOTAL, CUMULATIVE LIABILITY OF ONE PARTY TO THE OTHER PARTY REGARDING ANY AND ALL CLAIMS AND CAUSES OF ACTION, UNDER ANY THEORY OF LIABILITYINLUDING FUNDAMENTAL BREACH, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED TEN MILLION DOLLARS ($10,000,000). THE LIMITATIONS SET FORTH IN THIS PARAGRAPH SHALL BE DEEMED TO APPLY AN AMOUNT EQUAL TO THE MAXIMUM EXTENT PERMITTED TOTAL AGGREGATE MONTHLY FEES (LESS ALL DISCOUNTS, INCENTIVES, PROMOTIONS AND CREDITS) PAID BY APPLICABLE LAW YOU FOR THE SPECIFIC BELL SERVICE(S) THAT GAVE RISE TO THE DAMAGES DURING THE 1 MONTH PERIOD BEFORE THE EVENT GIVING RISE TO THE DAMAGES, LESS AMOUNTS PAID (IF ANY) FOR PREVIOUS CLAIMS FOR SUCH BELL SERVICE. BELL SHALL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY CONTENT, APPLICATIONS OR SERVICES PROVIDED TO YOU BY A THIRD-PARTY FOR USE WITH ANY BELL SERVICES EVEN IF BELL IS BILLING AND NOTWITHSTANDING THE FAILURE COLLECTING FEES ON BEHALF OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES SET FORTH IN THIS AGREEMENTSUCH A THIRD- PARTY. THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLEWithout limiting the generality of the foregoing, AND THAT THE FOREGOING LIMITATIONS IN THIS PARAGRAPH ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIESBell is not liable for (a) any act or omissions of a telecommunications carrier whose facilities are used in establishing connections to points which Bell does not directly serve; (b) defamation, trademark, copyright, or any intellectual property right infringement arising from material transmitted or received over ▇▇▇▇’▇ facilities or claims based on a contention that the use of equipment through your account infringes the intellectual property rights of a third-party; or (c) infringement of any intellectual property right arising from combining or using non-Bell Equipment and facilities with Bell Services.

Liability Limitations. IN NO EVENT BELL SHALL EITHER PARTY NOT BE LIABLE TO THE OTHER PARTY IN ANY MANNER, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY OR OTHER THEORY, FOR ANY : (a) DAMAGES, CLAIMS, LOSSES, INJURIES, TAXES, EXPENSES OR COSTS (“DAMAGES”) ARISING OUT OF ANY ERRORS, UNAVAILABILITY OR INTERRUPTIONS IN CONNECTION WITH ANY BELL SERVICES OR ANY ACTUAL OR MISSED INSTALLATION APPOINTMENTS; AND/OR (b) INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVEPUNITIVE OR INCIDENTAL DAMAGES OF ANY KIND OR FOR ANY REASON WHATSOEVER (INCLUDING LOST PROFITS, STATUTORY ANTICIPATED OR SPECIAL DAMAGESLOST REVENUE, INCLUDING, WITHOUT LIMITATION, LOST PROFITS AND LOSS OF DATA, REGARDLESS LOSS OF WHETHER SUCH PARTY WAS ADVISED USE OF ANY INFORMATION SYSTEM, FAILURE TO REALIZE EXPECTED SAVINGS, OR WAS AWARE ANY OTHER COMMERCIAL OR ECONOMIC LOSS). SUBJECT TO ANY OTHER LIMITATION OR EXCLUSION OF THE POSSIBILITY OR SUCH DAMAGES. LIABILITY CONTAINED IN NO EVENT SHALL THE TOTALTHIS AGREEMENT, ▇▇▇▇'▇ CUMULATIVE LIABILITY TO CUSTOMER FOR ALL BELL SERVICES PROVIDED HEREUNDER FOR DAMAGES, INCLUDING DAMAGES ARISING FROM ▇▇▇▇’▇ NEGLIGENCE, BREACH OF ONE PARTY TO THE CONTRACT, TORT OR OTHER PARTY REGARDING ANY AND ALL CLAIMS AND CAUSES OF ACTION, INCLUDING FUNDAMENTAL BREACH, SHALL NOT EXCEED AN AMOUNT EQUAL TO THE TOTAL AGGREGATE MONTHLY FEES (LESS ALL DISCOUNTS, INCENTIVES, PROMOTIONS AND CREDITS) PAID BY CUSTOMER FOR THE SPECIFIC BELL SERVICE(S) THAT GAVE RISE TO THE DAMAGES DURING THE ONE (1) MONTH PERIOD BEFORE THE EVENT GIVING RISE TO THE DAMAGES, LESS AMOUNTS PAID (IF ANY) FOR PREVIOUS CLAIMS FOR SUCH BELL SERVICE. BELL SHALL NOT BE RESPONSIBLE OR LIABLE TO CUSTOMER FOR ANY CONTENT, APPLICATIONS OR SERVICES PROVIDED TO CUSTOMER BY A THIRD-PARTY FOR USE WITH ANY BELL SERVICES EVEN IF BELL IS BILLING AND COLLECTING FEES ON BEHALF OF SUCH A THIRD-PARTY. ▇▇▇▇ AND THE BELL PROVIDERS ARE NOT LIABLE FOR, AND CUSTOMER SHALL BE LIABLE FOR, (I) THE USE OF THE BELL SERVICES PROVIDED BY BELL IN COMBINATION WITH SERVICES, PRODUCTS OR EQUIPMENT PROVIDED BY THE CUSTOMER OR ANY THIRD PARTIES, (II) THE FAILURE BY THE CUSTOMER TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT, (III) CUSTOMER’S OR ANY THEORY OEND USER’S USE OF LIABILITY, WHETHER THE BELL SERVICES OR TRANSMISSION OF THE CONTENT (AS DEFINED IN CONTRACT, IN TORT (INCLUDING NEGLIGENCESECTION 18), OR OTHERWISEOR (IV) CLAIMS AGAINST BELL BY END USERS IN CONNECTION WITH THE BELL SERVICES. Without limiting the generality of the foregoing, EXCEED TEN MILLION DOLLARS Bell is not liable for ($10,000,000). THE LIMITATIONS SET FORTH IN THIS PARAGRAPH SHALL BE DEEMED TO APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES SET FORTH IN THIS AGREEMENT. THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLEa) any act or omissions of a telecommunications carrier whose facilities are used in establishing connections to points which Bell does not directly serve; (b) defamation, AND THAT THE FOREGOING LIMITATIONS IN THIS PARAGRAPH ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIEStrademark, copyright, or any intellectual property right infringement arising from material transmitted or received over ▇▇▇▇’▇ facilities or claims based on a contention that the use of equipment through Customer’s account infringes the intellectual property rights of a third- party; or (c) infringement of any intellectual property right arising from combining or using Non-▇▇▇▇ Equipment and facilities with Bell Services.

Liability Limitations. 9.1 NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL EITHER PARTY WILL AXONIQ, NOR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF THE SOFTWARE, INCLUDING AXONIQ LICENSORS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, BUSINESS, GOODWILL, REVENUE, DATA OR USE, INCURRED BY LICENSEE OR ANY THIRD PARTY, WHETHER IN AN ACTION AT LAW OR IN EQUITY, OR IN CONTRACT OR TORT, EVEN IF AXONIQ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 9.2 NOTWITHSTANDING ANYTHING TO THE OTHER PARTY CONTRARY IN ANY MANNERTHIS AGREEMENT, AXONIQ’S TOTAL, AGGREGATE LIABILITY FOR DAMAGES AND EXPENSES ARISING UNDER ANY THEORY OF LIABILITYOR RELATED TO THIS AGREEMENT (WHETHER IN AN ACTION AT LAW OR IN EQUITY, WHETHER OR IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY OR OTHER THEORY, FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, STATUTORY OTHERWISE OR SPECIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS AND LOSS OF DATA, REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF RELATED TO PARTICULAR SOFTWARE OR WAS AWARE OF THE POSSIBILITY OR SUCH DAMAGES. SOFTWARE SUPPORT SERVICES) WILL IN NO EVENT SHALL EXCEED THE TOTAL, CUMULATIVE LIABILITY AMOUNT OF ONE PARTY 25% OF LICENSE FEES PAID UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE OTHER PARTY REGARDING ANY AND ALL CLAIMS AND CAUSES OF ACTIONCLAIM. HOWEVER, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACTTHIS LIMITATION WILL NOT APPLY IF YOU ONLY USE A FREE LICENSE, IN TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED TEN MILLION DOLLARS ($10,000,000)WHICH CASE OUR AGGREGATE LIABILITY WILL BE LIMITED TO ONE HUNDRED DOLLARS. THE LIMITATIONS SET FORTH LICENSEE ACKNOWLEDGES THAT AXONIQ’S PRICING REFLECTS THE ALLOCATION OF RISKS, OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS, AND THE LIMITATION OF LIABILITY HEREUNDER. IF ANY AXONIQ LIABILITY SUBJECT TO THIS SECTION MAY NOT LAWFULLY BE LIMITED OR DISCLAIMED. IN THAT CASE, IT SHALL BE DEEMED TO BE EXCLUDED FROM THIS PARAGRAPH, AND THIS PARAGRAPH SHALL BE DEEMED INTERPRETED OTHERWISE TO APPLY TO BE GIVEN FULL EFFECT. 9.3 THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW EXCLUSIONS AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES SET FORTH IN THIS AGREEMENT. THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLE, AND THAT THE FOREGOING LIMITATIONS IN THIS PARAGRAPH ARE AN ESSENTIAL BASIS SECTION SHALL NOT APPLY IN CASE OF THE BARGAIN BETWEEN THE PARTIESGROSS NEGLIGENCE OR WILFUL MISCONDUCT.

Liability Limitations. (a) EXCEPT FOR THE INDEMNIFICATION PROVISIONS PROVIDED HEREIN, IN NO EVENT SHALL EITHER PARTY WILL LIQUIDWARE’S AND ITS SUPPLIERS’ AGGREGATE LIABILITY FOR ANY DAMAGES REGARDLESS OF THE FORM OF ACTION, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY OR OTHERWISE, EVER EXCEED THE FEES PAID BY DISTRIBUTOR DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO SUCH CLAIM. (b) IN NO EVENT WILL LIQUIDWARE AND/OR ITS SUPPLIERS BE LIABLE TO THE OTHER PARTY IN ANY MANNER, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY OR OTHER THEORY, FOR ANY INDIRECT, CONSEQUENTIALPUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, EXEMPLARY, PUNITIVE, STATUTORY OR SPECIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS AND CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED REVENUE, PROFITS, GOODWILL, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH AN ORDER OR RESULTING FROM THE USE OF OR WAS AWARE INABILITY TO USE THE LICENSED SOFTWARE, INCLUDING THE FAILURE OF ESSENTIAL PURPOSE, EVEN IF LIQUIDWARE AND/OR ITS SUPPLIERS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OR SUCH DAMAGES. IN NO EVENT SHALL LIKELIHOOD OF THE TOTALDAMAGES OCCURRING, CUMULATIVE AND WHETHER THE LIABILITY OF ONE PARTY TO THE OTHER PARTY REGARDING ANY AND ALL CLAIMS AND CAUSES OF ACTIONIS BASED ON CONTRACT, UNDER ANY THEORY OF TORT, NEGLIGENCE, STRICT LIABILITY, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE), PRODUCTS LIABILITY OR OTHERWISE. (c) The limitations above in this Section do not apply to a situation if, EXCEED TEN MILLION DOLLARS ($10,000,000). THE LIMITATIONS SET FORTH IN THIS PARAGRAPH SHALL BE DEEMED TO APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES SET FORTH IN THIS AGREEMENT. THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLEand only to the extent that, AND THAT THE FOREGOING LIMITATIONS IN THIS PARAGRAPH ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIESthe limitations cannot under applicable laws limit the liability of Liquidware in that situation.

Liability Limitations. NEITHER PARTY (INCLUDING, IN NO EVENT SHALL EITHER PARTY THE CASE OF XTIME, ITS AFFILIATES) WILL BE LIABLE TO THE OTHER PARTY IN ANY MANNER, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY OR OTHER THEORY, FOR ANY INDIRECT, CONSEQUENTIALSPECIAL, EXEMPLARY, INCIDENTAL, EXEMPLARYMULTIPLE, PUNITIVECONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING ANY DAMAGES RESULTING FROM ANY LOSS OF USE, STATUTORY OR SPECIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS AND LOSS OF DATA, REGARDLESS LOSS OF WHETHER PROFITS, LOSS OF BUSINESS OR OTHER ECONOMIC LOSS) ARISING OUT OF OR IN CONNECTION WITH THE APPLICABLE PARTICIPATION FORM AND/OR THIS AGREEMENT, EVEN IF SUCH PARTY WAS HAS BEEN ADVISED OF OR WAS AWARE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE FORM OF ACTION OR SUCH DAMAGESTHEORY OF LIABILITY (INCLUDING BREACH OF CONTRACT OR WARRANTY, EQUITY, STRICT LIABILITY, TORT OR OTHERWISE). IN NO EVENT SHALL ADDITIONALLY, THE TOTALAGGREGATE LIABILITY UNDER THIS AGREEMENT OF XTIME AND ITS AFFILIATES, CUMULATIVE LIABILITY OF ON THE ONE PARTY HAND, AND PROVIDER, ON THE OTHER HAND, WILL BE EXPRESSLY LIMITED TO AN AMOUNT EQUAL TO THE OTHER PARTY REGARDING ANY AND ALL CLAIMS AND CAUSES OF ACTION, AMOUNT PAID BY PROVIDER TO XTIME UNDER ANY THEORY OF LIABILITY, WHETHER THE APPLICABLE PARTICIPATION FORM IN CONTRACT, IN TORT THE TWELVE (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED TEN MILLION DOLLARS ($10,000,000). THE LIMITATIONS SET FORTH IN THIS PARAGRAPH SHALL BE DEEMED TO APPLY 12) MONTHS PRIOR TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING EVENT GIVING RISE TO THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES SET FORTH IN THIS AGREEMENTLIABILITY. THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLE, AND THAT THE FOREGOING LIMITATIONS IN THIS PARAGRAPH ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIESLIABILITY WILL NOT APPLY TO (A) A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 9, (B) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9, (C) A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (D) A PARTY’S BREACH OF APPLICABLE PRIVACY LAWS.

Liability Limitations. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE TOTAL LIABILITY OF COMPANY OR CUSTOMER TOGETHER WITH ALL OF THEIR RESPECTIVE AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED IN THE AGGREGATE THE FEES PAID BY CUSTOMER TO COMPANY FOR THE AFFECTED SERVICES IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRIOR TO THE MONTH IN WHICH THE CLAIM AROSE. CUSTOMERS SOLE REMEDY FOR FAILURE OR NON-PERFORMANCE OF THE SERVICE OR EQUIPMENT TO MEET THE PERFORMANCE OR SERVICE LEVELS WILL BE TO RECEIVE A CREDIT AS SET OUT IN APPLICLE SCHEDULE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, ANY SCHEDULE, OR ANY OTHER APPLICABLE TERMS, IN NO EVENT SHALL EITHER PARTY BE LIABLE RESPONSIBLE TO THE OTHER PARTY IN ANY MANNERFOR INCIDENTAL, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY OR OTHER THEORY, FOR ANY INDIRECT, CONSEQUENTIALPUNITIVE, INCIDENTALSPECIAL, EXEMPLARY, PUNITIVE, STATUTORY OR SPECIAL CONSEQUENTIAL DAMAGES, INCLUDINGINCLUDIN G, WITHOUT LIMITATIONBUT NOT LIMITED TO, LOST PROFITS AND PROFITS, LOST REVENUE, LOSS OF DATA, REGARDLESS THE COST OF WHETHER SUCH PARTY WAS SUBSTITUTE SERVICES OR DIMINUTION IN GOODWILL, OF THE OTHER PARTY, EVEN IF ADVISED OF OR WAS AWARE OF THE POSSIBILITY OR OF SUCH DAMAGES. NOTHING IN NO EVENT THIS CLAUSE SHALL LIMIT THE TOTAL, CUMULATIVE LIABILITY OF ONE PARTY CUSTOMER TO PAY THE OTHER PARTY REGARDING ANY AND ALL CLAIMS AND CAUSES OF ACTION, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED TEN MILLION DOLLARS ($10,000,000). THE LIMITATIONS SET FORTH IN THIS PARAGRAPH SHALL BE DEEMED TO APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES SET FORTH IN THIS AGREEMENT. THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLE, AND THAT THE FOREGOING LIMITATIONS IN THIS PARAGRAPH ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIESCHARGES.

Liability Limitations. IN NO EVENT SHALL EITHER PARTY CLEANBRAIN, CLEANBRAIN EMPLOYEES, OR SALES CONTRACTORS BE LIABLE TO THE OTHER CLIENT OR ANY THIRD PARTY IN ANY MANNER, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY OR OTHER THEORY, FOR ANY LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA OR CLIENT DATA, COST OF RECREATING LOST DATA OR CLIENT DATA, COST OF COVER, OR INDIRECT, CONSEQUENTIALSPECIAL, INCIDENTALINCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, EXEMPLARY, PUNITIVE, STATUTORY IN CONNECTION WITH OR SPECIAL DAMAGESARISING OUT OF THIS AGREEMENT OR ANY LICENSE, INCLUDING, WITHOUT LIMITATIONBUT NOT LIMITED TO, LOST PROFITS AND LOSS THE FURNISHING, PERFORMANCE OR USE OF DATATHE CLEANTELLIGENT SUBSCRIPTION SERVICES, REGARDLESS OF WHETHER SUCH PARTY WAS SOFTWARE, DOCUMENTATION, PHONE/EMAIL/WEBINAR/CHAT SUPPORT, CLEANTELLIGENT KNOWLEDGE BASE, IMPLEMENTATION SERVICES, ADMIN ASSIST SERVICES, BASIC SUPPORT SERVICES, PRIORITY SUPPORT SERVICES, BUSINESS INTELLIGENCE/VISUALIZER SERVICES, ON-SITE TRAINING, JUMPSTART UNIVERSITY, CHILD ACCOUNT SERVICES, WHITE LABEL BRANDING, OR OTHER ITEMS, PRODUCTS OR SERVICES PROVIDED HEREUNDER OR ANY DELAY IN DELIVERY OR FURNISHING THE CLEANTELLIGENT SUBSCRIPTION SERVICES, SOFTWARE, DOCUMENTATION, PHONE/EMAIL/WEBINAR/CHAT SUPPORT, CLEANTELLIGENT KNOWLEDGE BASE, IMPLEMENTATION SERVICES, ADMIN ASSIST SERVICES, BASIC SUPPORT SERVICES, PRIORITY SUPPORT SERVICES, BUSINESS INTELLIGENCE/VISUALIZER SERVICES, ON-SITE TRAINING, JUMPSTART UNIVERSITY, CHILD ACCOUNT SERVICES, WHITE LABEL BRANDING, OR SAID ITEMS, PRODUCTS OR SERVICES, EVEN IF CLEANBRAIN HAS BEEN ADVISED OF OR WAS AWARE OF THE POSSIBILITY OR OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, CLEANBRAIN’S MAXIMUM AGGREGATE LIABILITY (WHETHER IN CONTRACT OR IN TORT OR UNDER ANY OTHER FORM OF LIABILITY) FOR DAMAGES OR LOSS, HOWSOEVER ARISING OR CAUSED, WHETHER OR NOT ARISING FROM CLEANBRAIN’S NEGLIGENCE, SHALL IN NO EVENT SHALL BE GREATER THAN THE TOTAL, CUMULATIVE LIABILITY AMOUNT OF ONE PARTY THE USER LICENSE FEES PAID TO CLEANBRAIN BY CLIENT DURING THE LAST SIX (6) MONTHS PRIOR TO THE OTHER PARTY REGARDING DATE OF THE EVENT GIVING RISE TO SUCH LIABILITY. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY AND ALL CLAIMS AND CAUSES OF ACTION, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED TEN MILLION DOLLARS ($10,000,000). THE LIMITATIONS SET FORTH IN THIS PARAGRAPH SHALL BE DEEMED TO APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES SET FORTH IN THIS AGREEMENTREMEDY. CLEANBRAIN SHALL HAVE NO LIABILITY TO CLIENT OR ANY THIRD PARTY FOR ANY ALLEGED INFRINGEMENT RELATING TO THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLEMARK, AND THAT THE FOREGOING LIMITATIONS IN THIS PARAGRAPH ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIESCLEANTELLIGENT SUBSCRIPTION SERVICES, SOFTWARE, DOCUMENTATION, PHONE/EMAIL/WEBINAR/CHAT SUPPORT, CLEANTELLIGENT KNOWLEDGE BASE, IMPLEMENTATION SERVICES, ADMIN ASSIST SERVICES, BASIC SUPPORT SERVICES, PRIORITY SUPPORT SERVICES, BUSINESS INTELLIGENCE/VISUALIZER SERVICES, ON-SITE TRAINING, JUMPSTART UNIVERSITY, CHILD ACCOUNT SERVICES, OR WHITE LABEL BRANDING, OR CLAIM THEREOF.

Liability Limitations. A. Dishonored Reservations. IF A PROVIDER DOES NOT HONOR A RESERVATION BOOKED THROUGH THE SYSTEM DUE TO OVER SALE OR LACK OF A RECORD OF THE RESERVATION, THE SOLE REMEDY WILL BE AS SET FORTH IN NO EVENT SHALL THE PROVIDER’S TARIFF OR THE PROVIDER’S APPLICABLE POLICIES AND PROCEDURES. B. Limitation of Liability. EXCEPT FOR (A) ACCRUED SUMS EXPRESSLY OWED UNDER THIS AGREEMENT BY EITHER PARTY TO THE OTHER; (B) ANY EXPRESS INDEMNITY OBLIGATIONS HEREIN; (C) ANY PAYMENT OBLIGATIONS PURSUANT TO AN EXHIBIT; AND (D) DIRECT DAMAGES FOR BREACHES OF CONFIDENTIALITY, GROSS NEGLIGENCE OR WILFUL MISCONDUCT, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY IN ANY MANNEROTHER, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH LIABILITY OR ANY FORM OF WARRANTY OR OTHER THEORY, ACTION FOR ANY OTHER DAMAGE INCLUDING LOSS OF PROFITS OR BUSINESS OR ANY INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT, CONSEQUENTIAL, INCIDENTALINTEREST, EXEMPLARYREVENUE, PUNITIVESAVINGS OR ANY OTHER ECONOMIC LOSS, STATUTORY OR SPECIAL DAMAGESTHE COMPILATION, INCLUDINGCOMMUNICATION, WITHOUT LIMITATION, LOST PROFITS AND DELIVERY OR LOSS OF USE OF ANY DATA, REGARDLESS OF WHETHER SUCH EVEN IF THE DEFAULTING PARTY WAS HAD BEEN ADVISED OF OF, KNEW, OR WAS AWARE SHOULD HAVE KNOWN OF THE POSSIBILITY THEREOF. C. PARTY A OPERATES AS THE REPRESENTATIVE OF PARTY B AND FUNCTIONS AS AN AUTONOMOUS INTERMEDIARY IN THE ARRANGEMENT OF BOOKINGS. AS SUCH, IT IS NOT RESPONSIBLE FOR ANY ACTIONS, FAILURES, VIOLATIONS, OR NEGLIGENCE COMMITTED BY ANY INDEPENDENT ENTITIES, NOR FOR ANY RESULTING HARM OR COSTS. THIS INCLUDES, BUT IS NOT LIMITED TO, ▇▇▇▇▇ ARISING FROM DEATH, INJURY, SICKNESS, DAMAGE, LOSS, ACCIDENTS, THEFT, DELAYS, OR ANY OTHER DISCREPANCIES OR QUALITY ISSUES (SUCH DAMAGESAS DELAYS, OVERBOOKINGS, ETC.). IN NO EVENT SHALL THE TOTAL, CUMULATIVE LIABILITY OF ONE PARTY THESE ISSUES MAY OCCUR EITHER DIRECTLY OR INDIRECTLY DUE TO THE OTHER PARTY REGARDING ANY AND ALL CLAIMS AND CAUSES OF ACTION, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED TEN MILLION DOLLARS ($10,000,000). THE LIMITATIONS SET FORTH IN THIS PARAGRAPH SHALL BE DEEMED TO APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE PROVISION OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES SET FORTH IN THIS AGREEMENT. THE PARTIES ACKNOWLEDGE AND AGREE BOOKINGS BY PROVIDERS THAT THEY HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLE, AND THAT THE FOREGOING LIMITATIONS IN THIS PARAGRAPH ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIESBEEN ENGAGED THROUGH.

Liability Limitations. NEITHER PARTY (INCLUDING, IN NO EVENT SHALL EITHER THE CASE OF ▇▇▇, ITS AFFILIATES, AND ITS THIRD PARTIES, INCLUDING ALL THIRD PARTY LICENSORS) WILL BE LIABLE TO THE OTHER PARTY IN ANY MANNER, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY OR OTHER THEORY, FOR ANY INDIRECT, CONSEQUENTIALSPECIAL, EXEMPLARY, INCIDENTAL, EXEMPLARYMULTIPLE, PUNITIVECONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING ANY DAMAGES RESULTING FROM ANY LOSS OF USE, STATUTORY OR SPECIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS AND LOSS OF DATA, REGARDLESS LOSS OF WHETHER PROFITS, LOSS OF BUSINESS OR OTHER ECONOMIC LOSS) ARISING OUT OF OR IN CONNECTION WITH THE APPLICABLE ORDER FORM OR THE USE OF ANY ▇▇▇ PRODUCT, EVEN IF SUCH PARTY WAS HAS BEEN ADVISED OF OR WAS AWARE OF THE POSSIBILITY OR OF SUCH DAMAGES. IN NO EVENT SHALL ADDITIONALLY, THE TOTALAGGREGATE LIABILITY UNDER EACH ORDER FORM OF COX, CUMULATIVE LIABILITY OF ITS AFFILIATES AND ITS THIRD PARTIES (INCLUDING ALL THIRD PARTY LICENSORS), ON THE ONE PARTY HAND, AND CUSTOMER AND CUSTOMER REPRESENTATIVES, ON THE OTHER HAND, WILL BE EXPRESSLY LIMITED TO AN AMOUNT EQUAL TO THE OTHER PARTY REGARDING ANY AMOUNT PAID BY CUSTOMER TO ▇▇▇ (IN THE CASE OF ▇▇▇ LIABILITY) OR THE AMOUNT PAID OR PAYABLE BY CUSTOMER (IN THE CASE OF CUSTOMER LIABILITY) FOR THE AFFECTED ▇▇▇ PRODUCT UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY. THE FOREGOING LIMITATIONS OF LIABILITY WILL NOT APPLY TO (A) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10 (INDEMNIFICATION); (B) DAMAGES AND ALL CLAIMS AND CAUSES LOSSES RESULTING FROM CUSTOMER’S BREACH OF ACTION, UNDER ANY THEORY OF LIABILITY, WHETHER THE RESTRICTIONS IN CONTRACT, IN TORT SECTION 4 (INCLUDING NEGLIGENCEUSE RESTRICTIONS), OR OTHERWISE(C) A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, EXCEED TEN MILLION DOLLARS INCLUDING WITH RESPECT TO A PARTY’S BREACH OF SECTION 7 ($10,000,000). THE LIMITATIONS SET FORTH IN THIS PARAGRAPH SHALL BE DEEMED TO APPLY TO THE MAXIMUM EXTENT PERMITTED BY CONFIDENTIAL INFORMATION) OR APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES SET FORTH IN THIS AGREEMENT. THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLE, AND THAT THE FOREGOING LIMITATIONS IN THIS PARAGRAPH ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIESPRIVACY LAWS.

Liability Limitations. NEITHER PARTY’S LIABILITY, AND CORRESPONDING DAMAGES, WITH RESPECT TO ANY SINGLE, MULTIPLE, OR SERIES OF INCIDENTS ARISING OUT OF OR RELATING TO THIS NPA SaaS AGREEMENT (WHETHER IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY IN ANY MANNER, CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) SHALL EXCEED THE TOTAL AGGREGATE DOLLARS ACTUALLY PAID BY CUSTOMER TO NTI FOR THE SaaS, WHETHER NOVATIME SaaS MATERIALS AND PRODUCT SERVICES UNDER THE NPA SaaS AGREEMENT IN CONTRACT, TORT THE TWELVE (INCLUDING NEGLIGENCE), BREACH 12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT OR CAUSE GIVING RISE TO SUCH CLAIM FOR DAMAGES; AND IF SUCH LIABILITY RESULTS FROM CUSTOMER USE OF WARRANTY OR OTHER THEORY, FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, STATUTORY OR SPECIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS AND LOSS OF DATA, REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF OR WAS AWARE A PARTICULAR PORTION OF THE POSSIBILITY SaaS, NOVATIME SaaS MATERIALS, OR NTI PRODUCT/SERVICES UNDER THE NPA SaaS AGREEMENT, SUCH DAMAGES. IN NO EVENT LIABILITY SHALL THE TOTAL, CUMULATIVE LIABILITY OF ONE PARTY BE LIMITED TO THE OTHER PARTY REGARDING ANY AND ALL CLAIMS AND CAUSES FEES PAID BY CUSTOMER TO NTI FOR THE DEFICIENT OR SHORTFALL PORTION OF ACTIONTHE SaaS, UNDER ANY THEORY OF NOVATIME SaaS MATERIALS, AND/OR PRODCUT/SERVICES GIVING RISE TO THE LIABILITY, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED TEN MILLION DOLLARS ($10,000,000). THE LIMITATIONS LIMITATION OF EITHER PARTY’S LIABILITY SET FORTH IN THIS PARAGRAPH THE PRIOR SENTENCE SHALL BE DEEMED TO NOT APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING INDEMNITY OBLIGATIONS PER SECTION XV HEREOF OR ELSEWHERE IN THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES SET FORTH IN THIS NPA SaaS AGREEMENT. THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLE, AND THAT THE FOREGOING LIMITATIONS IN THIS PARAGRAPH ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

Liability Limitations. 4.1 NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL EITHER PARTY WILL AXONIQ, NOR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF THE SOFTWARE, INCLUDING AXONIQ LICENSORS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, BUSINESS, GOODWILL, REVENUE, DATA OR USE, INCURRED BY LICENSEE OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF AXONIQ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 4.2 NOTWITHSTANDING ANYTHING TO THE OTHER PARTY CONTRARY IN ANY MANNERTHIS AGREEMENT, UNDER ANY THEORY OF LIABILITY, ▇▇▇▇▇▇’S LIABILITY FOR DAMAGES AND EXPENSES HEREUNDER OR RELATING HERETO (WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY OR OTHER THEORY, FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, STATUTORY OTHERWISE OR SPECIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS AND LOSS OF DATA, REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF RELATED TO PARTICULAR SOFTWARE OR WAS AWARE OF THE POSSIBILITY OR SUCH DAMAGES. SOFTWARE SUPPORT SERVICES) WILL IN NO EVENT SHALL EXCEED THE TOTAL, CUMULATIVE LIABILITY AMOUNT OF ONE PARTY TO HUNDRED EURO. LICENSEE ACKNOWLEDGES THAT AXONIQ’S PRICING REFLECTS THE OTHER PARTY REGARDING ANY ALLOCATION OF RISKS, OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS AND ALL CLAIMS AND CAUSES THE LIMITATION OF ACTION, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED TEN MILLION DOLLARS ($10,000,000). LIABILITY HEREUNDER. 4.3 THE LIMITATIONS SET FORTH OUT IN THIS PARAGRAPH SHALL BE DEEMED TO SECTION DO NOT APPLY TO IN CASE THE MAXIMUM EXTENT PERMITTED DAMAGE IS CAUSED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE WILLFUL INTENT OF GROSS NEGLIGENCE ON THE PART OF THE ESSENTIAL PURPOSE MANAGEMENT OF ANY LIMITED REMEDIES SET FORTH IN THIS AGREEMENT. THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLE, AND THAT THE FOREGOING LIMITATIONS IN THIS PARAGRAPH ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIESAXONIQ.

Liability Limitations. REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, AND EXCEPT FOR BODILY INJURY, IN NO EVENT SHALL EITHER PARTY WILL MJF OR ITS VENDORS, BE LIABLE TO THE OTHER LICENSEE OR TO ANY THIRD PARTY IN ANY MANNER, UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF LIABILITYBUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE MJF PROPRIETARY INFORMATION, DATA, AND/OR 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, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY OR OTHER THEORY, FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, STATUTORY OR SPECIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS AND LOSS OF DATA, REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF OR WAS AWARE OF THE POSSIBILITY OR SUCH DAMAGES. IN NO EVENT SHALL THE TOTAL, CUMULATIVE LIABILITY OF ONE PARTY TO THE OTHER PARTY REGARDING ANY AND ALL CLAIMS AND CAUSES OF ACTION, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE), INDEMNITY OR OTHERWISE, EXCEED TEN MILLION DOLLARS ($10,000,000). IN CONNECTION WITH THE LIMITATIONS SET FORTH IN PROPRIETARY INFORMATION, MJF DATA, APIS, API KEYS, API MATERIALS, DATA OR THIS PARAGRAPH SHALL AGREEMENT, WILL BE DEEMED TO APPLY LIMITED TO THE MAXIMUM EXTENT PERMITTED TOTAL AMOUNTS PAID BY APPLICABLE LAW AND NOTWITHSTANDING LICENSEE DURING THE FAILURE TWELVE MONTH PERIOD PRECEDING THE 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 OCCURRENCE OF THE ESSENTIAL PURPOSE EVENT GIVING RISE TO SUCH CLAIM. IN ADDITION, MJF DISCLAIMS ALL LIABILITY OF ANY LIMITED REMEDIES SET FORTH IN THIS AGREEMENT. THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION KIND OF RISK AND FIND IT REASONABLE, AND THAT THE FOREGOING LIMITATIONS IN THIS PARAGRAPH ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIESMJF’S VENDORS.

Liability Limitations. IN NO EVENT SHALL EITHER PARTY CLEANBRAIN, CLEANBRAIN EMPLOYEES, OR SALES CONTRACTORS BE LIABLE TO THE OTHER CLIENT OR ANY THIRD PARTY IN ANY MANNER, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY OR OTHER THEORY, FOR ANY LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA OR CLIENT DATA, COST OF RECREATING LOST DATA OR CLIENT DATA, COST OF COVER, OR INDIRECT, CONSEQUENTIALSPECIAL, INCIDENTALINCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, EXEMPLARY, PUNITIVE, STATUTORY IN CONNECTION WITH OR SPECIAL DAMAGESARISING OUT OF THIS AGREEMENT OR ANY LICENSE, INCLUDING, WITHOUT LIMITATIONBUT NOT LIMITED TO, LOST PROFITS AND LOSS THE FURNISHING, PERFORMANCE OR USE OF DATATHE CLEANTELLIGENT SUBSCRIPTION SERVICES, REGARDLESS OF WHETHER SUCH PARTY WAS SOFTWARE, DOCUMENTATION, PHONE/EMAIL/WEBINAR/CHAT SUPPORT, CLEANTELLIGENT KNOWLEDGE BASE, IMPLEMENTATION SERVICES, ADMIN ASSIST SERVICES, BASIC SUPPORT SERVICES, PRIORITY SUPPORT SERVICES, BUSINESS INTELLIGENCE/VISUALIZER SERVICES, ON-SITE TRAINING, JUMPSTART UNIVERSITY, CHILD ACCOUNT SERVICES, WHITE LABEL BRANDING, OR OTHER ITEMS OR SERVICES PROVIDED HEREUNDER OR ANY DELAY IN DELIVERY OR FURNISHING THE CLEANTELLIGENT SUBSCRIPTION SERVICES, SOFTWARE, DOCUMENTATION, PHONE/EMAIL/WEBINAR/CHAT SUPPORT, CLEANTELLIGENT KNOWLEDGE BASE, IMPLEMENTATION SERVICES, ADMIN ASSIST SERVICES, BASIC SUPPORT SERVICES, PRIORITY SUPPORT SERVICES, BUSINESS INTELLIGENCE/VISUALIZER SERVICES, ON-SITE TRAINING, JUMPSTART UNIVERSITY, CHILD ACCOUNT SERVICES, WHITE LABEL BRANDING, OR SAID ITEMS OR SERVICES, EVEN IF CLEANBRAIN HAS BEEN ADVISED OF OR WAS AWARE OF THE POSSIBILITY OR OF SUCH DAMAGES. NOTWITHSTANDING ANY TERM OF THIS AGREEMENT, CLEANBRAIN’S MAXIMUM AGGREGATE LIABILITY (WHETHER IN CONTRACT OR IN TORT OR UNDER ANY OTHER FORM OF LIABILITY) FOR DAMAGES OR LOSS, HOWSOEVER ARISING OR CAUSED, WHETHER OR NOT ARISING FROM CLEANBRAIN’S NEGLIGENCE, SHALL IN NO EVENT SHALL BE GREATER THAN THE TOTAL, CUMULATIVE LIABILITY AMOUNT OF ONE PARTY THE USER LICENSE FEES PAID TO CLEANBRAIN BY CLIENT DURING THE LAST SIX (6) MONTHS PRIOR TO THE OTHER PARTY REGARDING DATE OF THE EVENT GIVING RISE TO SUCH LIABILITY. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY AND ALL CLAIMS AND CAUSES OF ACTION, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED TEN MILLION DOLLARS ($10,000,000). THE LIMITATIONS SET FORTH IN THIS PARAGRAPH SHALL BE DEEMED TO APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES SET FORTH IN THIS AGREEMENTREMEDY. CLEANBRAIN SHALL HAVE NO LIABILITY TO CLIENT OR ANY THIRD PARTY FOR ANY ALLEGED INFRINGEMENT RELATING TO THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLE▇▇▇▇, AND THAT THE FOREGOING LIMITATIONS IN THIS PARAGRAPH ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIESCLEANTELLIGENT SUBSCRIPTION SERVICES, SOFTWARE, DOCUMENTATION, PHONE/EMAIL/WEBINAR/CHAT SUPPORT, CLEANTELLIGENT KNOWLEDGE BASE, IMPLEMENTATION SERVICES, ADMIN ASSIST SERVICES, BASIC SUPPORT SERVICES, PRIORITY SUPPORT SERVICES, BUSINESS INTELLIGENCE/VISUALIZER SERVICES, ON-SITE TRAINING, JUMPSTART UNIVERSITY, CHILD ACCOUNT SERVICES, OR WHITE LABEL BRANDING, OR CLAIM THEREOF.

Liability Limitations. NEITHER PARTY (INCLUDING, IN NO EVENT SHALL EITHER PARTY THE CASE OF XTIME, ITS AFFILIATES) WILL BE LIABLE TO THE OTHER PARTY IN ANY MANNER, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY OR OTHER THEORY, FOR ANY INDIRECT, CONSEQUENTIALSPECIAL, EXEMPLARY, INCIDENTAL, EXEMPLARYMULTIPLE, PUNITIVECONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING ANY DAMAGES RESULTING FROM ANY LOSS OF USE, STATUTORY OR SPECIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS AND LOSS OF DATA, REGARDLESS LOSS OF WHETHER PROFITS, LOSS OF BUSINESS OR OTHER ECONOMIC LOSS) ARISING OUT OF OR IN CONNECTION WITH THE APPLICABLE PARTICIPATION FORM AND/OR THIS AGREEMENT, EVEN IF SUCH PARTY WAS HAS BEEN ADVISED OF OR WAS AWARE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE FORM OF ACTION OR SUCH DAMAGESTHEORY OF LIABILITY (INCLUDING BREACH OF CONTRACT OR WARRANTY, EQUITY, STRICT LIABILITY, TORT OR OTHERWISE). IN NO EVENT SHALL ADDITIONALLY, THE TOTALAGGREGATE LIABILITY UNDER THIS AGREEMENT OF XTIME AND ITS AFFILIATES, CUMULATIVE LIABILITY OF ON THE ONE PARTY HAND, AND PROVIDER, ON THE OTHER HAND, WILL BE EXPRESSLY LIMITED TO AN AMOUNT EQUAL TO THE OTHER PARTY REGARDING ANY AND ALL CLAIMS AND CAUSES OF ACTION, AMOUNT PAID BY PROVIDER TO XTIME UNDER ANY THEORY OF LIABILITY, WHETHER THE APPLICABLE PARTICIPATION FORM IN CONTRACT, IN TORT THE TWELVE (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED TEN MILLION DOLLARS ($10,000,000). THE LIMITATIONS SET FORTH IN THIS PARAGRAPH SHALL BE DEEMED TO APPLY 12) MONTHS PRIOR TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING EVENT GIVING RISE TO THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES SET FORTH IN THIS AGREEMENTLIABILITY. THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLE, AND THAT THE FOREGOING LIMITATIONS IN THIS PARAGRAPH ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIESLIABILITY WILL NOT APPLY TO (A) A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 9, (B) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10, (C) A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (D) A PARTY’S BREACH OF APPLICABLE PRIVACY LAWS.

Liability Limitations. WITH THE SOLE EXCEPTION OF THE LIMITED WARRANTY PROVIDED IN NO EVENT SECTION 8, THE SOFTWARE AND ALL SERVICES HEREUNDER ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND TO CUSTOMER OR ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS OR IMPLIED WARRANTIES (I) OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (II) OF INFORMATIONAL CONTENT OR ACCURACY; (III) OF NON- INFRINGEMENT; (IV) OF QUIET ENJOYMENT; (V) OF TITLE; (VI) THAT THE SOFTWARE WILL OPERATE ERROR FREE, OR IN AN UNINTERRUPTED FASHION; (VII) THAT ANY DEFECTS OR ERRORS IN THE SOFTWARE WILL BE CORRECTED; OR (VIII) THAT THE SOFTWARE IS COMPATIBLE WITH ANY PARTICULAR HARDWARE OR SOFTWARE PLATFORM. EFFORTS BY LICENSOR TO MODIFY THE SOFTWARE SHALL EITHER PARTY NOT BE DEEMED A WAIVER OF THESE LIMITATIONS. NEITHER LICENSOR NOR ANY OF ITS SUPPLIERS OR RESELLERS SHALL BE LIABLE TO THE OTHER CUSTOMER OR ANY THIRD PARTY IN FOR ANY MANNERLOSS OF PROFITS OR REVENUE, UNDER ANY THEORY LOSS OF LIABILITYUSE, WHETHER IN CONTRACTINTERRUPTION OF BUSINESS, TORT (INCLUDING NEGLIGENCE)LOSS OF GOODWILL, BREACH LOSS OF WARRANTY ANTICIPATED SAVINGS, OR OTHER THEORY, FOR ANY INDIRECT, CONSEQUENTIALINCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHETHER UNDER THIS LICENSE OR OTHERWISE, INCIDENTAL, EXEMPLARY, PUNITIVE, STATUTORY EVEN IF LICENSOR OR SPECIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS AND LOSS OF DATA, REGARDLESS OF WHETHER SUCH PARTY ITS SUPPLIERS OR RESELLERS WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR WAS AWARE OF THE POSSIBILITY OR SUCH DAMAGESNEGLIGENT. IN NO EVENT ANY EVENT, LICENSOR’S SOLE AND EXCLUSIVE LIABILITY FOR BREACH OF THIS WARRANTY SHALL BE, AT LICENSOR’S SOLE DISCRETION, (A) REPLACEMENT OF SOFTWARE OR SERVICE IF AT ANY TIME THE TOTALSOFTWARE OR SERVICE DOES NOT CONFORM TO THE WARRANTY IN SECTION 8 OR (B) A PRORATED REFUND. EXCEPT FOR LICENSOR’S INDEMNIFICATION OBLIGATIONS HEREUNDER, LICENSOR’S ENTIRE, CUMULATIVE LIABILITY FOR MONEY DAMAGES ARISING OUT OF ONE PARTY TO THIS AGREEMENT AND/OR THE OTHER PARTY REGARDING ANY AND ALL CLAIMS AND CAUSES OF ACTION, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED TEN MILLION DOLLARS ($10,000,000). THE LIMITATIONS SET FORTH IN THIS PARAGRAPH SHALL BE DEEMED TO APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE LICENSING OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES SET FORTH IN THIS AGREEMENT. SOFTWARE SHALL NOT EXCEED THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLE, AND THAT THE FOREGOING LIMITATIONS IN THIS PARAGRAPH ARE AN ESSENTIAL BASIS AMOUNT OF THE BARGAIN BETWEEN FEES PAID BY CUSTOMER FOR THE PARTIESSOFTWARE DURING THE THREE (3) MONTHS PRECEDING THE EVENT CAUSING LIABILITY. In jurisdictions that prohibit the exclusion or limitation of liability for consequential or incidental damages, Licensor’s liability is limited to the greatest extent permitted by law.

Liability Limitations. 10.1 IN NO EVENT SHALL WILL EITHER PARTY BE LIABLE LIABLE, TO THE OTHER PARTY IN OR TO ANY MANNER, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY OR OTHER THEORYTHIRD PARTY, FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, STATUTORY PUNITIVE OR SPECIAL CONSEQUENTIAL DAMAGES, INCLUDINGINCLUDING LOST PROFITS, WITHOUT LIMITATION, LOST PROFITS AND LOSS IN ANY MANNER IN CONNECTION WITH OR ARISING OUT OF DATATHIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION OR THE BASIS OF THE CLAIM OR WHETHER SUCH OR NOT THE PARTY WAS HAS BEEN ADVISED OF OR WAS AWARE OF THE POSSIBILITY OR OF SUCH DAMAGES. IN NO EVENT SHALL THE TOTAL; PROVIDED, CUMULATIVE LIABILITY OF ONE PARTY TO THE OTHER PARTY REGARDING ANY AND ALL CLAIMS AND CAUSES OF ACTIONHOWEVER, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED TEN MILLION DOLLARS ($10,000,000). THE LIMITATIONS SET FORTH IN THIS PARAGRAPH SHALL BE DEEMED TO APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES SET FORTH IN THIS AGREEMENT. THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLE, AND THAT THE FOREGOING LIMITATIONS LIMITATION OF LIABILITY SHALL NOT APPLY TO DAMAGES RESULTING FROM (A) THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH PARTY; (B) A BREACH OF SUCH PARTY'S CONFIDENTIALITY OBLIGATIONS HEREUNDER; (C) EACH PARTY'S INDEMNIFICATION OBLIGATIONS HEREUNDER; AND/OR (D) CLAIMS RELATING TO INTELLECTUAL PROPERTY. 10.2 IN ADDITION, GDSC'S LIABILITY IN THE AGGREGATE UNDER THIS PARAGRAPH ARE AN ESSENTIAL BASIS AGREEMENT WILL NOT, IN ANY EVENT, EXCEED THE AMOUNTS ACTUALLY PAID TO GDSC BY MON UNDER THIS AGREEMENT DURING THE ONE (1) MONTH PRECEDING THE DATE OF THE BARGAIN BETWEEN UNDERLYING CLAIM AND MON'S LIABILITY IN THE PARTIESAGGREGATE UNDER THIS AGREEMENT WILL NOT, IN ANY EVENT, EXCEED ANY AMOUNTS EXPRESSLY PAYABLE TO GDSC HEREUNDER, BUT NOT PAID; PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO DAMAGES RESULTING FROM (A) THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH PARTY; (B) A BREACH OF SUCH PARTY'S CONFIDENTIALITY OBLIGATIONS HEREUNDER; (C) EACH PARTY'S INDEMNIFICATION OBLIGATIONS HEREUNDER; AND/OR (D) CLAIMS RELATING TO INTELLECTUAL PROPERTY.

Liability Limitations. NOTWITHSTANDING ANYTHING CONTAINED HEREIN (OR IN NO EVENT SHALL EITHER PARTY BE LIABLE ANY SLA OR SIGNED ORDER FORM) TO THE OTHER PARTY CONTRARY, THE MAXIMUM LIABILITY AND OBLIGATION OF COMPANY AS A RESULT OF OR IN CONNECTION WITH THE DELIVERY OF ANY MANNER, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT SERVICE HEREUNDER OR THE OBLIGATIONS HEREUNDER (INCLUDING NEGLIGENCE), BREACH OF WARRANTY OR OTHER THEORY, FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, STATUTORY OR SPECIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, AS A RESULT OF ANY BREACH OF THIS AGREEMENT OR ANY GROSS NEGLIGENCE OF COMPANY) SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER TO COMPANY FOR THE ONE MONTH PERIOD IMMEDIATELY PRECEDING THE MONTH IN WHICH THE FIRST CLAIM AROSE; AND PROVIDED FURTHER THAT, FOR THE AVOIDANCE OF ALL DOUBT, CUSTOMER SHALL NOT BE ENTITLED TO RECOVER ANY AMOUNT IN EXCESS OF THE AMOUNT ACTUALLY PAID BY CUSTOMER TO COMPANY FOR THE ONE (1) MONTH PERIOD IMMEDIATELY PRECEDING THE MONTH IN WHICH THE FIRST CLAIM AROSE IN CONNECTION WITH OR AS A RESULT OF THE DELIVERY OF ANY SERVICES HEREUNDER OR THE OBLIGATIONS HEREUNDER. EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS SET FORTH UNDER SECTION 7(c) HEREOF AND SUBJECT TO THE OBLIGATIONS SET FORTH IN SECTION 7(c) HEREOF, NEITHER PARTY WILL BE LIABLE FOR ANY DAMAGES FOR LOST PROFITS AND PROFITS, LOST REVENUES, LOSS OF GOODWILL, LOSS OF ANTICIPATED SAVINGS, LOSS OF DATA, REGARDLESS THE COST OF WHETHER SUCH PARTY WAS ADVISED OF OR WAS AWARE OF THE POSSIBILITY OR SUCH DAMAGES. IN NO EVENT SHALL THE TOTAL, CUMULATIVE LIABILITY OF ONE PARTY TO THE OTHER PARTY REGARDING ANY AND ALL CLAIMS AND CAUSES OF ACTION, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE)PURCHASING REPLACEMENT SERVICES, OR OTHERWISEANY INDIRECT, EXCEED TEN MILLION DOLLARS ($10,000,000)INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES IN ANY WAY RELATED TO THIS AGREEMENT OR ANY ORDER. COMPANY WILL HAVE NO LIABILITY FOR ANY CLAIMS RELATING TO 911 OR OTHER EMERGENCY REFERRAL CALLS. COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS RESPECTING THE LIMITATIONS SET FORTH IN THIS PARAGRAPH SHALL BE DEEMED SERVICE, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE ANY WARRANTIES OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES SET FORTH IN THIS AGREEMENT. THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLE, AND THAT THE FOREGOING LIMITATIONS IN THIS PARAGRAPH ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIESMERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Liability Limitations. IN NO EVENT REMEDY SHALL EITHER PARTY NOT BE LIABLE TO THE OTHER PARTY IN ANY MANNER, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY OR OTHER THEORY, FOR ANY INDIRECTLIABILITIES, CONSEQUENTIALLOSSES, INCIDENTAL, EXEMPLARY, PUNITIVE, STATUTORY OR SPECIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS AND SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OR LOSS OF DATAUSE, REGARDLESS REVENUE, OR PROFITS, IN CONNECTION WITH OR ARISING OUT OF WHETHER SUCH PARTY WAS ADVISED OF ANY FAILURE OR WAS AWARE DEFECT IN OR UNAVAILABILITY OR USE OF THE POSSIBILITY SOFTWARE OR SUCH DAMAGESDOCUMENTATION, OR ANY PART THEREOF, OR THE HARDWARE AND EQUIPMENT, IF ANY, PURCHASED HEREUNDER, OR ANY SERVICES PROVIDED HEREUNDER. REMEDY SHALL NOT HAVE ANY LIABILITY WITH RESPECT TO ANY LOSS OR DAMAGE RELATED TO ANY (i) FAILURE OF THE SOFTWARE; OR (ii) ANY USE OF THE SOFTWARE OR THE RESULTS OR DECISIONS MADE OR OBTAINED BY USERS OF ANY OF THE SOFTWARE OR DOCUMENTATION. IN NO EVENT SHALL REMEDY'S AGGREGATE TOTAL LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL, CUMULATIVE LIABILITY LESSER OF ONE PARTY TO FRANCHISEE'S ACTUAL DIRECT DAMAGES OR THE OTHER PARTY REGARDING ANY AND ALL CLAIMS AND CAUSES OF ACTION, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED TEN MILLION DOLLARS ($10,000,000)AMOUNT FRANCHISEE ACTUALLY PAID REMEDY DURING THE SIX MONTH PERIOD IMMEDIATELY PRECEDING THE DAMAGE-CAUSING EVENT. THE LIMITATIONS SET FORTH CONTAINED IN THIS PARAGRAPH SECTION SHALL BE DEEMED TO APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF EVEN IF ANY LIMITED REMEDIES SET FORTH REMEDY FAILS IN THIS AGREEMENT. THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLE, AND THAT THE FOREGOING LIMITATIONS IN THIS PARAGRAPH ARE AN ITS ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIESPURPOSE.

Liability Limitations. IN NO EVENT SHALL EITHER NEITHER PARTY (INCLUDING, ITS AFFILIATES, AND ITS THIRD PARTIES, INCLUDING ALL THIRD PARTY LICENSORS) WILL BE LIABLE TO THE OTHER PARTY IN ANY MANNER, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY OR OTHER THEORY, FOR ANY INDIRECT, CONSEQUENTIALSPECIAL, EXEMPLARY, INCIDENTAL, EXEMPLARYMULTIPLE, PUNITIVECONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING ANY DAMAGES RESULTING FROM ANY LOSS OF USE, STATUTORY OR SPECIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS AND LOSS OF DATA, REGARDLESS LOSS OF WHETHER PROFITS, LOSS OF BUSINESS OR OTHER ECONOMIC LOSS) ARISING OUT OF OR IN CONNECTION WITH THE APPLICABLE ORDER FORM OR THE USE OF ANY COX PRODUCT OR COX SERVICE, EVEN IF SUCH PARTY WAS HAS BEEN ADVISED OF OR WAS AWARE OF THE POSSIBILITY OR OF SUCH DAMAGES. IN NO EVENT SHALL ADDITIONALLY, THE TOTALAGGREGATE LIABILITY UNDER EACH ORDER FORM OF COX, CUMULATIVE LIABILITY OF ITS AFFILIATES AND ITS THIRD PARTIES (INCLUDING ALL THIRD PARTY LICENSORS), ON THE ONE PARTY HAND, AND CUSTOMER AND CUSTOMER REPRESENTATIVES, ON THE OTHER HAND, WILL BE EXPRESSLY LIMITED TO AN AMOUNT EQUAL TO THE OTHER PARTY REGARDING ANY GREATER OF (A) $3 MILLION, OR (B) AN AMOUNT EQUAL TO THE AMOUNT PAID BY CUSTOMER TO COX FOR THE AFFECTED COX PRODUCT OR COX SERVICE UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY. THE FOREGOING LIMITATIONS OF LIABILITY WILL NOT APPLY TO: (A) DAMAGES AND ALL CLAIMS LOSSES RESULTING FROM CUSTOMER’S BREACH OF SECTION 4 (USE RESTRICTIONS), (B) DAMAGES AND CAUSES LOSSES RESULTING FROM A PARTY’S BREACH OF ACTIONSECTION 6 (PROPRIETARY RIGHTS AND LICENSES), (C) DAMAGES AND LOSSES RESULTING FROM A PARTY’S BREACH OF SECTION 7 (CONFIDENTIALITY), (D) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, IN TORT SECTION 9 (INCLUDING NEGLIGENCEINDEMNIFICATION), OR OTHERWISE(E) DAMAGES AND LOSSES RESULTING FROM A PARTY’S GROSS NEGLIGENCE, EXCEED TEN MILLION DOLLARS ($10,000,000). THE LIMITATIONS SET FORTH IN THIS PARAGRAPH SHALL BE DEEMED TO APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES SET FORTH IN THIS AGREEMENT. THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLEWILLFUL MISCONDUCT, AND THAT THE FOREGOING LIMITATIONS IN THIS PARAGRAPH ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIESOR INTENTIONAL ACTS.

Liability Limitations. THIS PARAGRAPH LIMITS THE LIABILITIES ARISING UNDER THIS AGREEMENT OR ANY SOW AND IS A BARGAINED-FOR AND MATERIAL PART OF OUR BUSINESS RELATIONSHIP WITH YOU. YOU ACKNOWLEDGE AND AGREE THAT TRUADVANTAGE WOULD NOT ENTER INTO ANY SOW OR THIS AGREEMENT UNLESS TRUADVANTAGE COULD RELY ON THE LIMITATIONS DESCRIBED IN THIS PARAGRAPH. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, SUCH AS LOST REVENUE, LOSS OF PROFITS (EXCEPT FOR FEES DUE AND OWING TO TRUADVANTAGE), SAVINGS, OR OTHER INDIRECT OR CONTINGENT EVENT-BASED ECONOMIC LOSS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, ANY SOW, OR THE SERVICES, OR FOR ANY LOSS OR INTERRUPTION OF DATA, TECHNOLOGY OR SERVICES, OR FOR ANY BREACH HEREOF OR FOR ANY DAMAGES CAUSED BY ANY DELAY IN FURNISHING SERVICES UNDER THIS AGREEMENT OR ANY SOW, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; HOWEVER, REASONABLE ATTORNEYS’ FEES AWARDED TO A PREVAILING PARTY (AS DESCRIBED BELOW) SHALL NOT BE LIMITED BY THE FOREGOING LIMITATION. EXCEPT FOR YOUR PAYMENT OBLIGATIONS AND YOUR INDEMNIFICATION OBLIGATIONS DESCRIBED IN THIS AGREEMENT, A RESPONSIBLE PARTY’S (“RESPONSIBLE PARTY’S”) AGGREGATE LIABILITY TO THE OTHER PARTY IN (“AGGRIEVED PARTY”) FOR DAMAGES FROM ANY MANNERAND ALL CLAIMS OR CAUSES WHATSOEVER, UNDER AND REGARDLESS OF THE FORM OF ANY THEORY OF LIABILITYSUCH ACTION(S), THAT ARISE FROM OR RELATE TO THIS AGREEMENT (COLLECTIVELY, “CLAIMS”), WHETHER IN CONTRACT, TORT TORT, INDEMNIFICATION, OR NEGLIGENCE, SHALL BE LIMITED SOLELY TO THE AMOUNT OF THE AGGRIEVED PARTY’S ACTUAL AND DIRECT DAMAGES, NOT TO EXCEED THE AMOUNT OF FEES PAID BY YOU (INCLUDING EXCLUDING HARD COSTS FOR LICENSES, HARDWARE, ETC.) TO TRUADVANTAGE FOR THE SPECIFIC SERVICE UPON WHICH THE APPLICABLE CLAIM(S) IS/ARE BASED DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRIOR TO THE DATE ON WHICH THE CAUSE OF ACTION ACCRUED. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO THE EXTENT THAT THE CLAIMS ARE CAUSED BY A RESPONSIBLE PARTY’S WILLFUL OR INTENTIONAL MISCONDUCT, OR GROSS NEGLIGENCE). SIMILARLY, BREACH A RESPONSIBLE PARTY’S LIABILITY OBLIGATION SHALL BE REDUCED TO THE EXTENT THAT A CLAIM IS CAUSED BY, OR THE RESULT OF, THE AGGRIEVED PARTY’S WILLFUL OR INTENTIONAL MISCONDUCT, OR GROSS NEGLIGENCE. NOTWITHSTANDING ANYTHING TO THE CONTRARY, ANY SERVICE NOT INCLUDED UNDER AN APPLICABLE SOW IS NOT A RESPONSIBILITY OF WARRANTY OR OTHER THEORY, TRUADVANTAGE AND TRUADVANTAGE SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTALSPECIAL, EXEMPLARY, PUNITIVECONSEQUENTIAL, STATUTORY OR SPECIAL PUNITIVE DAMAGES, INCLUDINGSUCH AS LOST REVENUE, WITHOUT LIMITATION, LOST PROFITS AND LOSS OF DATASAVINGS, REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OR OTHER INDIRECT OR CONTINGENT EVENT-BASED ECONOMIC LOSS ARISING OUT OF OR WAS AWARE OF THE POSSIBILITY OR IN CONNECTION WITH SUCH DAMAGES. IN NO EVENT SHALL THE TOTAL, CUMULATIVE LIABILITY OF ONE PARTY TO THE OTHER PARTY REGARDING ANY AND ALL CLAIMS AND CAUSES OF ACTION, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED TEN MILLION DOLLARS ($10,000,000). THE LIMITATIONS SET FORTH IN THIS PARAGRAPH SHALL BE DEEMED TO APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES SET FORTH IN THIS AGREEMENT. THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLE, AND THAT THE FOREGOING LIMITATIONS IN THIS PARAGRAPH ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIESSERVICES.

Liability Limitations. IN NO EVENT BELL SHALL EITHER PARTY NOT BE LIABLE TO THE OTHER PARTY IN ANY MANNER, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY OR OTHER THEORY, FOR ANY : (a) DAMAGES, CLAIMS, LOSSES, INJURIES, TAXES, EXPENSES OR COSTS (“DAMAGES”) ARISING OUT OF ANY ERRORS, UNAVAILABILITY OR INTERRUPTIONS IN CONNECTION WITH ANY BELL SERVICES OR ANY ACTUAL OR MISSED INSTALLATION APPOINTMENTS; AND/OR (b) INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVEPUNITIVE OR INCIDENTAL DAMAGES OF ANY KIND OR FOR ANY REASON WHATSOEVER (INCLUDING LOST PROFITS, STATUTORY ANTICIPATED OR SPECIAL DAMAGESLOST REVENUE, INCLUDING, WITHOUT LIMITATION, LOST PROFITS AND LOSS OF DATA, REGARDLESS LOSS OF WHETHER SUCH PARTY WAS ADVISED USE OF ANY INFORMATION SYSTEM, FAILURE TO REALIZE EXPECTED SAVINGS, OR WAS AWARE ANY OTHER COMMERCIAL OR ECONOMIC LOSS). SUBJECT TO ANY OTHER LIMITATION OR EXCLUSION OF THE POSSIBILITY OR SUCH DAMAGES. LIABILITY CONTAINED IN NO EVENT SHALL THE TOTALTHIS AGREEMENT, ▇▇▇▇'▇ CUMULATIVE LIABILITY TO CUSTOMER FOR ALL BELL SERVICES PROVIDED HEREUNDER FOR DAMAGES, INCLUDING DAMAGES ARISING FROM ▇▇▇▇’▇ NEGLIGENCE, BREACH OF ONE PARTY TO THE CONTRACT, TORT OR OTHER PARTY REGARDING ANY AND ALL CLAIMS AND CAUSES OF ACTION, INCLUDING FUNDAMENTAL BREACH, SHALL NOT EXCEED AN AMOUNT EQUAL TO THE TOTAL AGGREGATE MONTHLY FEES (LESS ALL DISCOUNTS, INCENTIVES, PROMOTIONS AND CREDITS) PAID BY CUSTOMER FOR THE SPECIFIC BELL SERVICE(S) THAT GAVE RISE TO THE DAMAGES DURING THE ONE (1) MONTH PERIOD BEFORE THE EVENT GIVING RISE TO THE DAMAGES, LESS AMOUNTS PAID (IF ANY) FOR PREVIOUS CLAIMS FOR SUCH BELL SERVICE. BELL SHALL NOT BE RESPONSIBLE OR LIABLE TO CUSTOMER FOR ANY CONTENT, APPLICATIONS OR SERVICES PROVIDED TO CUSTOMER BY A THIRD-PARTY FOR USE WITH ANY BELL SERVICES EVEN IF BELL IS BILLING AND COLLECTING FEES ON BEHALF OF SUCH A THIRD-PARTY. BELL AND THE BELL PROVIDERS ARE NOT LIABLE FOR, AND CUSTOMER SHALL BE LIABLE FOR, (I) THE USE OF THE BELL SERVICES PROVIDED BY BELL IN COMBINATION WITH SERVICES, PRODUCTS OR EQUIPMENT PROVIDED BY THE CUSTOMER OR ANY THIRD PARTIES, (II) THE FAILURE BY THE CUSTOMER TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT, (III) CUSTOMER’S OR ANY THEORY OEND USER’S USE OF LIABILITY, WHETHER THE BELL SERVICES OR TRANSMISSION OF THE CONTENT (AS DEFINED IN CONTRACT, IN TORT (INCLUDING NEGLIGENCESECTION 18), OR OTHERWISEOR (IV) CLAIMS AGAINST BELL BY END USERS IN CONNECTION WITH THE BELL SERVICES. Without limiting the generality of the foregoing, EXCEED TEN MILLION DOLLARS Bell is not liable for ($10,000,000). THE LIMITATIONS SET FORTH IN THIS PARAGRAPH SHALL BE DEEMED TO APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES SET FORTH IN THIS AGREEMENT. THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLEa) any act or omissions of a telecommunications carrier whose facilities are used in establishing connections to points which Bell does not directly serve; (b) defamation, AND THAT THE FOREGOING LIMITATIONS IN THIS PARAGRAPH ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIEStrademark, copyright, or any intellectual property right infringement arising from material transmitted or received over ▇▇▇▇’▇ facilities or claims based on a contention that the use of equipment through Customer’s account infringes the intellectual property rights of a third- party; or (c) infringement of any intellectual property right arising from combining or using Non-Bell Equipment and facilities with Bell Services.

Liability Limitations. 9.1 Limitation of Liability IN NO EVENT SHALL EITHER PARTY BE LIABLE OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE OTHER PARTY IN ANY MANNER, UNDER ANY THEORY OF LIABILITYTHIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND INCLUDING FOR DAMAGES, LOSSES, CLAIMS, EXPENSES, COSTS, LEGAL FEES OR ANY OTHER HEADS, EXCEED THE LESSER OF INR 100,000 OR THE AMOUNT PAID BY YOU FOR THE SERVICES HEREUNDER IN THE THREE MONTHS IMEMDIATELY PRECEDING THE CLAIM. THE FOREGOING SHALL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER SECTION 5 (INCLUDING NEGLIGENCE)FEES & PAYMENT FOR SERVICES) ABOVE. ADDITIONALLY, BREACH THE FACT THAT WE WERE PREVIOUSLY AWARE OF WARRANTY THE LIKLIHOOD OF OR OTHER THEORYCOULD HAVE REASONABLY FORESEEN OR PREVENTED THE INCURRENCE OF ANY LOSSES, CLAIMS, DAMAGES, EXPENSES, COSTS OR INJURY SHALL NOT CAUSE ANY ENHANCEMENT IN THE AFORESAID LIMITATION OF OUR LIABILITY, 9.2 Exclusion of Consequential and Related Damages IN ADDITION AND WITHOUT PREJUDICE TO THE FOREGOING, IN NO EVENT SHALL WE HAVE ANY LIABILITY TO YOU FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, CONSEQUENTIALSPECIAL, INCIDENTAL, EXEMPLARYCONSEQUENTIAL, PUNITIVE, STATUTORY COVER OR SPECIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS AND LOSS OF DATA, REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF OR WAS AWARE OF THE POSSIBILITY OR SUCH PUNITIVE DAMAGES. IN NO EVENT SHALL THE TOTAL, CUMULATIVE LIABILITY OF ONE PARTY TO THE OTHER PARTY REGARDING ANY AND ALL CLAIMS AND CAUSES OF ACTION, UNDER ANY THEORY OF LIABILITYLOSSES OR EXPENSES HOWEVER CAUSED, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE)OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR OTHERWISE, EXCEED TEN MILLION DOLLARS ($10,000,000). THE LIMITATIONS SET FORTH IN THIS PARAGRAPH SHALL BE DEEMED TO APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE NOT WE HAVE BEEN ADVISED OF THE ESSENTIAL PURPOSE POSSIBILITY OF ANY LIMITED REMEDIES SET FORTH IN THIS AGREEMENT. THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLE, AND THAT THE FOREGOING LIMITATIONS IN THIS PARAGRAPH ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIESSUCH DAMAGES.

Liability Limitations. (a) EXCEPT FOR THE INDEMNIFICATION PROVISIONS PROVIDED HEREIN, IN NO EVENT SHALL EITHER PARTY WILL LIQUIDWARE AND ITS SUPPLIERS’ AGGREGATE LIABILITY FOR ANY DAMAGES REGARDLESS OF THE FORM OF ACTION, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY OR OTHERWISE, EVER EXCEED THE FEES PAID BY RESELLER DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO SUCH CLAIM. (b) IN NO EVENT WILL LIQUIDWARE AND/OR ITS SUPPLIERS BE LIABLE TO THE OTHER PARTY IN ANY MANNER, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY OR OTHER THEORY, FOR ANY INDIRECT, CONSEQUENTIALPUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, EXEMPLARY, PUNITIVE, STATUTORY OR SPECIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS AND CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED REVENUE, PROFITS, GOODWILL, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH AN ORDER OR RESULTING FROM THE USE OF OR WAS AWARE INABILITY TO USE THE LICENSED SOFTWARE, INCLUDING THE FAILURE OF ESSENTIAL PURPOSE, EVEN IF LIQUIDWARE AND/OR ITS SUPPLIERS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OR SUCH DAMAGES. IN NO EVENT SHALL LIKELIHOOD OF THE TOTALDAMAGES OCCURRING, CUMULATIVE AND WHETHER THE LIABILITY OF ONE PARTY TO THE OTHER PARTY REGARDING ANY AND ALL CLAIMS AND CAUSES OF ACTIONIS BASED ON CONTRACT, UNDER ANY THEORY OF TORT, NEGLIGENCE, STRICT LIABILITY, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE), PRODUCTS LIABILITY OR OTHERWISE. (c) The limitations above in this Section do not apply to a situation if, EXCEED TEN MILLION DOLLARS ($10,000,000). THE LIMITATIONS SET FORTH IN THIS PARAGRAPH SHALL BE DEEMED TO APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES SET FORTH IN THIS AGREEMENT. THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLEand only to the extent that, AND THAT THE FOREGOING LIMITATIONS IN THIS PARAGRAPH ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIESthe limitations cannot under applicable laws limit the liability of Liquidware in that situation.

Liability Limitations. IN NO EVENT SHALL EITHER PARTY CLEANBRAIN, CLEANBRAIN EMPLOYEES, OR SALES CONTRACTORS BE LIABLE TO THE OTHER CLIENT OR ANY THIRD PARTY IN ANY MANNER, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY OR OTHER THEORY, FOR ANY LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA OR CLIENT DATA, COST OF RECREATING LOST DATA OR CLIENT DATA, COST OF COVER, OR INDIRECT, CONSEQUENTIALSPECIAL, INCIDENTALINCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, EXEMPLARY, PUNITIVE, STATUTORY IN CONNECTION WITH OR SPECIAL DAMAGESARISING OUT OF THIS AGREEMENT OR ANY LICENSE, INCLUDING, WITHOUT LIMITATIONBUT NOT LIMITED TO, LOST PROFITS AND LOSS THE FURNISHING, PERFORMANCE OR USE OF DATATHE CLEANTELLIGENT SUBSCRIPTION SERVICES, REGARDLESS OF WHETHER SUCH PARTY WAS SOFTWARE, DOCUMENTATION, PHONE/EMAIL/WEBINAR/CHAT SUPPORT, CLEANTELLIGENT KNOWLEDGE BASE, IMPLEMENTATION SERVICES, ADMIN ASSIST SERVICES, BASIC SUPPORT SERVICES, PRIORITY SUPPORT SERVICES, BUSINESS INTELLIGENCE/VISUALIZER SERVICES, OR OTHER ITEMS OR SERVICES PROVIDED HEREUNDER OR ANY DELAY IN DELIVERY OR FURNISHING THE CLEANTELLIGENT SUBSCRIPTION SERVICES, SOFTWARE, DOCUMENTATION, PHONE/EMAIL/WEBINAR/CHAT SUPPORT, CLEANTELLIGENT KNOWLEDGE BASE, IMPLEMENTATION SERVICES, ADMIN ASSIST SERVICES, BASIC SUPPORT SERVICES, PRIORITY SUPPORT SERVICES, BUSINESS INTELLIGENCE/VISUALIZER SERVICES, OR SAID ITEMS OR SERVICES, EVEN IF CLEANBRAIN HAS BEEN ADVISED OF OR WAS AWARE OF THE POSSIBILITY OR OF SUCH DAMAGES. NOTWITHSTANDING ANY TERM OF THIS AGREEMENT, CLEANBRAIN’S MAXIMUM AGGREGATE LIABILITY (WHETHER IN CONTRACT OR IN TORT OR UNDER ANY OTHER FORM OF LIABILITY) FOR DAMAGES OR LOSS, HOWSOEVER ARISING OR CAUSED, WHETHER OR NOT ARISING FROM CLEANBRAIN’S NEGLIGENCE, SHALL IN NO EVENT SHALL BE GREATER THAN THE TOTAL, CUMULATIVE LIABILITY AMOUNT OF ONE PARTY THE USER LICENSE FEES PAID TO CLEANBRAIN BY CLIENT DURING THE LAST SIX MONTHS PRIOR TO THE OTHER PARTY REGARDING DATE OF THE EVENT GIVING RISE TO SUCH LIABILITY. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY AND ALL CLAIMS AND CAUSES OF ACTION, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED TEN MILLION DOLLARS ($10,000,000). THE LIMITATIONS SET FORTH IN THIS PARAGRAPH SHALL BE DEEMED TO APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES SET FORTH IN THIS AGREEMENTREMEDY. CLEANBRAIN SHALL HAVE NO LIABILITY TO CLIENT OR ANY THIRD PARTY FOR ANY ALLEGED INFRINGEMENT RELATING TO THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLE▇▇▇▇, AND THAT THE FOREGOING LIMITATIONS IN THIS PARAGRAPH ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIESCLEANTELLIGENT SUBSCRIPTION SERVICES, SOFTWARE, DOCUMENTATION, PHONE/EMAIL/WEBINAR/CHAT SUPPORT, CLEANTELLIGENT KNOWLEDGE BASE, IMPLEMENTATION SERVICES, ADMIN ASSIST SERVICES, BASIC SUPPORT SERVICES, PRIORITY SUPPORT SERVICES, OR BUSINESS INTELLIGENCE/VISUALIZER SERVICES, OR CLAIM THEREOF.

Liability Limitations. WITH THE SOLE EXCEPTION OF THE EXPRESS TERMS OF ANY SERVICE-LEVEL GUARANTEE OR “MONEY BACK” GUARANTEE THEN IN EFFECT, THE APPLICATION, AND ALL OF ITS RELATED MATERIAL, IS MADE AVAILABLE “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE.” REAXIUM MAKES NO EVENT SHALL EITHER PARTY BE LIABLE WARRANTIES OR REPRESENTATIONS OF ANY KIND WITH RESPECT TO THE OTHER PARTY APPLICATION, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANT-ABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, EACH OF WHICH IS HEREBY EXPRESSLY DISCLAIMED. THERE IS NO GUARANTEE THAT ACCESS TO THE APPLICATION WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY DEFECTS WILL BE CORRECTED. REAXIUM IS NOT LIABLE FOR DAMAGES ARISING OUT OF, OR IN ANY MANNERCONNECTION WITH, UNDER ANY THEORY OF LIABILITYTHE USE OF, WHETHER IN CONTRACTOR THE INABILITY TO USE, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY OR OTHER THEORY, THE SERVICE. REAXIUM IS NOT LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, STATUTORY OR SPECIAL EXEMPLARY DAMAGES ARISING FROM OR RELATING TO THE SERVICE. THE MAXIMUM LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO REAXIUM FOR YOUR SUBSCRIPTION DURING THE 12 MONTHS PRIOR TO THE INCIDENT. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY EVEN IF REAXIUM HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDINGKNEW OF THE POSSIBILITY, WITHOUT LIMITATION, LOST PROFITS AND LOSS OR SHOULD HAVE KNOWN OF DATATHE POSSIBILITY, REGARDLESS OF WHETHER HOW SUCH PARTY WAS ADVISED OF OR WAS AWARE DAMAGES MAY HAVE ARISEN, AND REGARDLESS OF THE POSSIBILITY LEGAL OR SUCH DAMAGESEQUITABLE THEORY UPON WHICH A CLAIM IS BASED. IN NO EVENT SHALL THE TOTALFrom time to time we may provide functionality that facilitates access to, CUMULATIVE LIABILITY OF ONE PARTY TO THE OTHER PARTY REGARDING ANY AND ALL CLAIMS AND CAUSES OF ACTIONor integrates with, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, IN TORT other third-party applications or services (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED TEN MILLION DOLLARS ($10,000,000e.g. synchronization with your associated organization’s website or servers). THE LIMITATIONS SET FORTH IN THIS PARAGRAPH SHALL BE DEEMED TO APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES SET FORTH IN THIS AGREEMENTYou give us the right to use Subscriber Data as required for the normal interaction and inter-operation of our App with the third-party application. We do not assume any responsibility for the operation or support of such application, the terms and conditions for use of those services – including important terms and conditions which may relate to their use of Subscriber Data - are set by the respective providers. THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLEWARRANTY LIMITATIONS, DISCLAIMERS, AND THAT THE FOREGOING LIMITATIONS OTHER LEGAL PROTECTIONS APPLICABLE TO REAXIUM HEREIN MAY BE ASSERTED IN THIS PARAGRAPH FULL BY ITS PARENT, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND AFFILIATED COMPANIES, AND EACH ARE AN ESSENTIAL BASIS INTENDED THIRD-PARTY BENEFICIARIES OF THE BARGAIN BETWEEN THE PARTIESSUCH PROTECTIONS.

Liability Limitations. NEITHER PARTY (INCLUDING, IN NO EVENT SHALL EITHER THE CASE OF DDC, ITS AFFILIATES AND THIRD PARTIES PROVIDING THIRD PARTY MATERIALS IN CONNECTION WITH THE AGREEMENT) WILL BE LIABLE TO THE OTHER PARTY IN ANY MANNER, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY OR OTHER THEORY, FOR ANY INDIRECT, CONSEQUENTIALSPECIAL, EXEMPLARY, INCIDENTAL, EXEMPLARYMULTIPLE, PUNITIVECONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING ANY DAMAGES RESULTING FROM ANY LOSS OF USE, STATUTORY OR SPECIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS AND LOSS OF DATA, REGARDLESS LOSS OF WHETHER PROFITS, LOSS OF BUSINESS OR OTHER ECONOMIC LOSS) ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT, EVEN IF SUCH PARTY WAS HAS BEEN ADVISED OF OR WAS AWARE OF THE POSSIBILITY OR OF SUCH DAMAGES. IN NO EVENT SHALL ADDITIONALLY, THE TOTALAGGREGATE LIABILITY UNDER THE AGREEMENT OF DDC, CUMULATIVE LIABILITY OF ITS AFFILIATES AND ITS THIRD PARTIES, ON THE ONE PARTY HAND, AND VENDOR AND VENDOR’S AFFILIATES, ON THE OTHER HAND, WILL BE EXPRESSLY LIMITED TO AN AMOUNT EQUAL TO THE OTHER PARTY REGARDING ANY AND ALL CLAIMS AND CAUSES OF ACTION, AMOUNT PAID BY VENDOR TO DDC UNDER ANY THEORY OF LIABILITY, WHETHER THE AGREEMENT IN CONTRACT, IN TORT THE TWELVE (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED TEN MILLION DOLLARS ($10,000,000). THE LIMITATIONS SET FORTH IN THIS PARAGRAPH SHALL BE DEEMED TO APPLY 12) MONTHS PRIOR TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING EVENT GIVING RISE TO THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES SET FORTH IN THIS AGREEMENTLIABILITY. THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLE, AND THAT THE FOREGOING LIMITATIONS IN THIS PARAGRAPH ARE AN ESSENTIAL BASIS OF LIABILITY WILL NOT APPLY TO (A) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER THE AGREEMENT, (B) DAMAGES AND LOSSES RESULTING FROM VENDOR’S BREACH OF THE BARGAIN BETWEEN THE PARTIESRESTRICTIONS IN SECTION 5, OR (C) A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, INCLUDING WITH RESPECT TO A PARTY’S BREACH OF SECTION 9 (CONFIDENTIAL INFORMATION) OR APPLICABLE PRIVACY LAWS.

Liability Limitations. NEITHER PARTY (INCLUDING, IN NO EVENT SHALL EITHER PARTY THE CASE OF ▇▇▇, ITS AFFILIATES) WILL BE LIABLE TO THE OTHER PARTY IN ANY MANNER, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY OR OTHER THEORY, FOR ANY INDIRECT, CONSEQUENTIALSPECIAL, EXEMPLARY, INCIDENTAL, EXEMPLARYMULTIPLE, PUNITIVECONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING ANY DAMAGES RESULTING FROM ANY LOSS OF USE, STATUTORY OR SPECIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS AND LOSS OF DATA, REGARDLESS LOSS OF WHETHER PROFITS, LOSS OF BUSINESS OR OTHER ECONOMIC LOSS) ARISING OUT OF OR IN CONNECTION WITH THE APPLICABLE PARTICIPATION FORM AND/OR THIS AGREEMENT, EVEN IF SUCH PARTY WAS HAS BEEN ADVISED OF OR WAS AWARE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE FORM OF ACTION OR SUCH DAMAGESTHEORY OF LIABILITY (INCLUDING BREACH OF CONTRACT OR WARRANTY, EQUITY, STRICT LIABILITY, TORT OR OTHERWISE). IN NO EVENT SHALL ADDITIONALLY, THE TOTALAGGREGATE LIABILITY UNDER THIS AGREEMENT OF COX AND ITS AFFILIATES, CUMULATIVE LIABILITY OF ON THE ONE PARTY HAND, AND PROVIDER, ON THE OTHER HAND, WILL BE EXPRESSLY LIMITED TO AN AMOUNT EQUAL TO THE OTHER PARTY REGARDING ANY AND ALL CLAIMS AND CAUSES OF ACTION, AMOUNT PAID BY PROVIDER TO COX UNDER ANY THEORY OF LIABILITY, WHETHER THE APPLICABLE PARTICIPATION FORM IN CONTRACT, IN TORT THE TWELVE (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED TEN MILLION DOLLARS ($10,000,000). THE LIMITATIONS SET FORTH IN THIS PARAGRAPH SHALL BE DEEMED TO APPLY 12) MONTHS PRIOR TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING EVENT GIVING RISE TO THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES SET FORTH IN THIS AGREEMENTLIABILITY. THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLE, AND THAT THE FOREGOING LIMITATIONS IN THIS PARAGRAPH ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIESLIABILITY WILL NOT APPLY TO (A) A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 9, (B) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10, (C) A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (D) A PARTY’S BREACH OF APPLICABLE PRIVACY LAWS.

Liability Limitations. IN UNDER NO EVENT SHALL EITHER PARTY CIRCUMSTANCES WILL SIGMAFLOW OR ITS AUTHORIZED REPRESENTATIVES BE LIABLE TO THE OTHER PARTY IN ANY MANNER, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY OR OTHER THEORY, FOR ANY CONSEQUENTIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARYSPECIAL, PUNITIVE, STATUTORY EXEMPLARY OR SPECIAL INCIDENTAL DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, BASED ON CLAIMS BY CUSTOMER OR ANY THIRD PARTY (INCLUDING, WITHOUT LIMITATIONBUT NOT LIMITED TO, LOST PROFITS AND CLAIMS FOR LOSS OF DATA, REGARDLESS GOODWILL, PROFITS, USE OF WHETHER SUCH PARTY WAS ADVISED OF MONEY OR WAS AWARE USE OF THE POSSIBILITY PRODUCTS, INTERRUPTION IN USE OR AVAILABILITY OF DATA, STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS), ARISING OUT OF BREACH OF EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, BREACH OF ANY INTELLECTUAL PROPERTY RIGHT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE, EXCEPT ONLY IN THE CASE OF PERSONAL INJURY WHERE AND TO THE EXTENT THAT APPLICABLE LAW REQUIRES SUCH DAMAGESLIABILITY. IN NO EVENT SHALL WILL THE TOTAL, CUMULATIVE AGGREGATE LIABILITY OF ONE PARTY TO INCURRED IN ANY ACTION OR PROCEEDING BY SIGMAFLOW OR ITS AUTHORIZED REPRESENTATIVE EXCEED THE OTHER PARTY REGARDING ANY AND ALL CLAIMS AND CAUSES OF ACTION, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED TEN MILLION DOLLARS ($10,000,000). TOTAL AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE LIMITATIONS SET FORTH IN THIS PARAGRAPH SHALL BE DEEMED TO APPLY TO SPECIFIC LICENSED MATERIAL THAT DIRECTLY CAUSED THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES SET FORTH IN THIS AGREEMENT. THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLE, AND THAT THE FOREGOING LIMITATIONS IN THIS PARAGRAPH ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIESDAMAGE.

Liability Limitations. IN EXCEPT AS MAY OTHERWISE BE PROVIDED HEREIN, BSLD (INCLUDING ITS SUBSIDIARIES, AFFILIATES, PREDECESSORS, SUCCESSORS AND ASSIGNS) MAKES NO EVENT WARRANTIES, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO SERVICES OR PRODUCTS PROVIDED PURSUANT TO THIS AGREEMENT. BSLD SHALL EITHER PARTY NOT BE LIABLE FOR SERVICE IMPAIRMENTS CAUSED BY ACTS WITHIN THE CONTROL OF CUSTOMER, ITS AGENTS, EMPLOYEES OR LICENSEES OR INTEROPERABILITY OF SPECIFIC CUSTOMER APPLICATIONS. CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR THE CONTENT OF COMMUNICATIONS TRANSMITTED BY CUSTOMER USING THE SERVICES PROVIDED PURSUANT TO THIS AGREEMENT. BSLD SHALL HAVE NO LIABILITY TO CUSTOMER FOR DAMAGES CAUSED BY ACTS OR EVENTS BEYOND BSLD'S CONTROL, INCLUDING THE ACTS OR OMISSIONS OF OTHER TELECOMMUNICATIONS SERVICES OR INTERCONNECTION WITH OTHER SERVICES PROVIDERS. BSLD SHALL HAVE NO LIABILITY FOR DAMAGES CAUSED BY CUSTOMER'S FAILURE TO PERFORM ITS RESPONSIBILITIES UNDER THIS AGREEMENT OR THE ANNEXES HERETO, OR FOR THE ACT OF THIRD PARTIES (INCLUDING BUT NOT LIMITED TO CUSTOMER'S END-USERS). BSLD DOES NOT GUARANTEE OR MAKE ANY WARRANTY WITH RESPECT TO THE SERVICES PROVIDED BY BSLD WHEN SUCH SERVICES ARE USED IN AN EXPLOSIVE ATMOSPHERE. BSLD SHALL BE INDEMNIFIED, DEFENDED, AND HELD HARMLESS BY CUSTOMER AGAINST ALL CLAIMS, LOSSES, OR DAMAGES, BY ANY PERSON RELATING TO THE SERVICES PROVIDED PURSUANT TO THIS AGREEMENT OR THE ANNEXES HERETO WHEN USED IN AN EXPLOSIVE ATMOSPHERE. IN ALL OTHER PARTY IN ANY MANNERRESPECT, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY OR OTHER THEORY, BSLD'S ENTIRE LIABILITY AND CUSTOMER'S EXCLUSIVE REMEDIES AGAINST BSLD FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, STATUTORY DAMAGES ARISING FROM ANY ACT OR SPECIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS AND LOSS OF DATAOMISSION RELATING TO THIS AGREEMENT, REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF OR WAS AWARE OF THE POSSIBILITY OR SUCH DAMAGES. IN NO EVENT SHALL THE TOTAL, CUMULATIVE LIABILITY OF ONE PARTY TO THE OTHER PARTY REGARDING ANY AND ALL CLAIMS AND CAUSES FORM OF ACTION, UNDER ANY THEORY OF WHETHER BASED ON CONTRACT, TORT, INCLUDING NEGLIGENCE, STRICT LIABILITY, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE), STATUTE OR OTHERWISE, EXCEED TEN MILLION DOLLARS ($10,000,000). THE LIMITATIONS SET FORTH IN THIS PARAGRAPH OTHERWISE SHALL BE DEEMED TO APPLY LIMITED TO THE MAXIMUM EXTENT PERMITTED FOLLOWING: BSLD Proprietary Information RESTRICTED o ACTS OR OMISSIONS. BSLD'S LIABILITY TO CUSTOMER ON ACCOUNT OF ANY ACTS OR OMISSIONS RELATING TO THIS AGREEMENT OR THE ANNEXES HERETO SHALL BE LIMITED TO [*]. o SERVICE IMPAIRMENT. BSLD'S LIABILITY FOR SERVICE IMPAIRMENTS SHALL NOT EXCEED AN AMOUNT EQUAL TO [*]. o PROPERTY DAMAGES. BSLD'S LIABILITY TO CUSTOMER FOR DAMAGES TO REAL OR TANGIBLE PERSONAL PROPERTY PROXIMATELY CAUSED BY APPLICABLE LAW AND NOTWITHSTANDING BSLD'S NEGLIGENCE IN THE FAILURE COURSE OF ITS PERFORMANCE OF THIS AGREEMENT SHALL BE LIMITED TO CUSTOMER'S PROVEN DAMAGES OF SUCH PROPERTY. o PERSONAL INJURY OR DEATH. BSLD'S LIABILITY TO CUSTOMER FOR BODILY INJURY OR DEATH TO ANY PERSON PROXIMATELY CAUSED BY BSLD NEGLIGENCE IN THE COURSE OF ITS PERFORMANCE OF THIS AGREEMENT SHALL BE LIMITED TO CUSTOMER'S PROVEN DAMAGES TO PERSON. o THIRD-PARTY PATENT INFRINGEMENT CLAIMS. NO LICENSE UNDER PATENTS (OTHER THAN THE LIMITED LICENSE TO USE) IS GRANTED BY BSLD OR SHALL BE IMPLIED OR ARISE BY ESTOPPEL, WITH RESPECT TO ANY SERVICE OFFERED PURSUANT TO THIS AGREEMENT OR THE ANNEXES HERETO. BSLD WILL DEFEND CUSTOMER AGAINST CLAIMS OF PATENT INFRINGEMENT ARISING SOLELY FROM THE USE BY CUSTOMER OF THE ESSENTIAL PURPOSE OF SERVICES PROVIDED BY BSLD PURSUANT TO THIS AGREEMENT OR ANY LIMITED REMEDIES SET FORTH IN THIS AGREEMENT. THE PARTIES ACKNOWLEDGE APPLICABLE TARIFF AND AGREE THAT THEY HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLE, AND THAT THE FOREGOING LIMITATIONS IN THIS PARAGRAPH ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIESWILL INDEMNIFY CUSTOMER FOR ANY DAMAGES AWARDED BASED ON SUCH CLAIMS.

Liability Limitations. 16.1 EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS ARISING UNDER SECTION 15, IN NO EVENT SHALL WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY IN ANY MANNER, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY ) OR OTHER THEORY, FOR ANY INDIRECTCONSEQUENTIAL, CONSEQUENTIALSPECIAL, INCIDENTAL, EXEMPLARYINDIRECT, PUNITIVE, OR STATUTORY OR SPECIAL DAMAGES, INCLUDING, INCLUDING WITHOUT LIMITATION, LOST PROFITS AND LOSS OF DATA, REVENUES, BUSINESS OR PROFITS. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS CONTAINED IN THIS SECTION APPLY REGARDLESS OF WHETHER SUCH PARTY WAS THEY ARE ADVISED OF OR WAS WERE AWARE OF THE POSSIBILITY OR SUCH DAMAGES. OF THE DAMAGES SET FORTH IN NO EVENT SHALL THE TOTAL, CUMULATIVE LIABILITY OF ONE PARTY TO THE OTHER PARTY REGARDING ANY AND ALL CLAIMS AND CAUSES OF ACTION, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED TEN MILLION DOLLARS ($10,000,000). PRECEDING SENTENCE. 16.2 THE LIMITATIONS SET FORTH IN THIS PARAGRAPH SHALL BE DEEMED TO SECTION WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW LAW, RULE AND REGULATION, NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES SET FORTH IN THIS AGREEMENT. THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLE, AND THAT THE FOREGOING LIMITATIONS SET FORTH IN THIS PARAGRAPH SECTION ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. CONFIDENTIAL PORTIONS OF THIS EXHIBIT MARKED AS [***] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Liability Limitations. NEITHER PARTY (INCLUDING, IN NO EVENT SHALL EITHER PARTY THE CASE OF XTIME, ITS AFFILIATES) WILL BE LIABLE TO THE OTHER PARTY IN ANY MANNERFOR ANYINDIRECT, UNDER ANY THEORY OF LIABILITYSPECIAL, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY OR OTHER THEORY, FOR ANY INDIRECT, CONSEQUENTIALEXEMPLARY, INCIDENTAL, EXEMPLARYMULTIPLE, PUNITIVECONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING ANY DAMAGES RESULTING FROM ANY LOSS OF USE, STATUTORY OR SPECIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS AND LOSS OF DATA, REGARDLESS LOSS OF WHETHER PROFITS, LOSS OF BUSINESS OR OTHER ECONOMIC LOSS) ARISING OUT OF OR IN CONNECTION WITH THE APPLICABLE PARTICIPATION FORM AND/OR THIS AGREEMENT, EVEN IF SUCH PARTY WAS HAS BEEN ADVISED OF OR WAS AWARE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE FORM OF ACTION OR SUCH DAMAGESTHEORY OF LIABILITY (INCLUDING BREACH OF CONTRACT OR WARRANTY, EQUITY, STRICT LIABILITY, TORT OR OTHERWISE). IN NO EVENT SHALL ADDITIONALLY, THE TOTALAGGREGATE LIABILITY UNDER THIS AGREEMENT OF XTIME AND ITS AFFILIATES, CUMULATIVE LIABILITY OF ON THE ONE PARTY HAND, AND PROVIDER, ON THE OTHER HAND, WILL BE EXPRESSLY LIMITED TO AN AMOUNT EQUAL TO THE OTHER PARTY REGARDING ANY AND ALL CLAIMS AND CAUSES OF ACTION, AMOUNT PAID BY PROVIDER TO XTIME UNDER ANY THEORY OF LIABILITY, WHETHER THE APPLICABLE PARTICIPATION FORM IN CONTRACT, IN TORT THE TWELVE (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED TEN MILLION DOLLARS ($10,000,000). THE LIMITATIONS SET FORTH IN THIS PARAGRAPH SHALL BE DEEMED TO APPLY 12) MONTHS PRIOR TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING EVENT GIVING RISE TO THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES SET FORTH IN THIS AGREEMENTLIABILITY. THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLE, AND THAT THE FOREGOING LIMITATIONS IN THIS PARAGRAPH ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIESLIABILITY WILL NOT APPLY TO (A) A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 9, (B) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9, (C) A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (D) A PARTY’S BREACH OF APPLICABLE PRIVACY LAWS.

Liability Limitations. (a) EXCEPT FOR THE INDEMNIFICATION PROVISIONS PROVIDED HEREIN, IN NO EVENT SHALL EITHER PARTY WILL LIQUIDWARE AND ITS SUPPLIERS’ AGGREGATE LIABILITY FOR ANY DAMAGES REGARDLESS OF THE FORM OF ACTION, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY OR OTHERWISE, EVER EXCEED THE FEES PAID BY MSP DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO SUCH CLAIM. (b) IN NO EVENT WILL LIQUIDWARE AND/OR ITS SUPPLIERS BE LIABLE TO THE OTHER PARTY IN ANY MANNER, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY OR OTHER THEORY, FOR ANY INDIRECT, CONSEQUENTIALPUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, EXEMPLARY, PUNITIVE, STATUTORY OR SPECIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS AND CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED REVENUE, PROFITS, GOODWILL, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH AN ORDER OR RESULTING FROM THE USE OF OR WAS AWARE INABILITY TO USE THE LICENSED SOFTWARE, INCLUDING THE FAILURE OF ESSENTIAL PURPOSE, EVEN IF LIQUIDWARE AND/OR ITS SUPPLIERS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OR SUCH DAMAGES. IN NO EVENT SHALL LIKELIHOOD OF THE TOTALDAMAGES OCCURRING, CUMULATIVE AND WHETHER THE LIABILITY OF ONE PARTY TO THE OTHER PARTY REGARDING ANY AND ALL CLAIMS AND CAUSES OF ACTIONIS BASED ON CONTRACT, UNDER ANY THEORY OF TORT, NEGLIGENCE, STRICT LIABILITY, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE), PRODUCTS LIABILITY OR OTHERWISE. (c) The limitations above in this Section do not apply to a situation if, EXCEED TEN MILLION DOLLARS ($10,000,000). THE LIMITATIONS SET FORTH IN THIS PARAGRAPH SHALL BE DEEMED TO APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES SET FORTH IN THIS AGREEMENT. THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLEand only to the extent that, AND THAT THE FOREGOING LIMITATIONS IN THIS PARAGRAPH ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIESthe limitations cannot under applicable laws limit the liability of Liquidware in that situation.

Liability Limitations. The following limitations of liability will apply despite anything to the contrary in this Agreement: (a) EXCEPT FOR A PARTY'S BREACH OF ITS OBLIGATIONS REGARDING A PARTY'S CONFIDENTIAL INFORMATION AND PROPRIETARY RIGHTS. IN NO EVENT SHALL WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY IN ANY MANNER, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY OR OTHER THEORY, FOR ANY INDIRECT, CONSEQUENTIALSPECIAL IN DIRECT, INCIDENTAL, EXEMPLARYOR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FROM BUSINESS INTERRUPTION, PUNITIVE, STATUTORY OR SPECIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS AND LOSS OF DATAPROFITS OR REVENUE, REGARDLESS OR LOSS OF WHETHER SUCH PARTY WAS ADVISED GOODWILL). (b) EXCEPT FOR A PARTY'S BREACH OF OR WAS AWARE OF THE POSSIBILITY OR SUCH DAMAGESITS OBLIGATIONS REGARDING A PARTY'S CONFIDENTIAL INFORMATION AND PROPRIETARY RIGHTS. IN NO EVENT SHALL WILL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE TOTAL, CUMULATIVE LIABILITY OF ONE PARTY TOTAL AMOUNTS PAID BY THE DISTRIBUTOR TO THE OTHER PARTY REGARDING ANY AND COMPANY FOR THE PURCHASE OF PRODUCTS UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE CLAIM OCCURRED. (c) THE LIMITATIONS OF THIS SECTION 5.7 WILL APPLY TO ALL CLAIMS AND CAUSES OF ACTION, UNDER ANY THEORY OF LIABILITYACTION IN THE AGGREGATE, WHETHER IN CONTRACTOR NOT FORESEEABLE, IN TORT (INCLUDING NEGLIGENCE), WHETHER OR OTHERWISE, EXCEED TEN MILLION DOLLARS ($10,000,000)NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS SET FORTH IN THIS PARAGRAPH SHALL BE DEEMED TO APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE DESPITE ANY FAI LURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR ANY LIMITED REMEDIES SET FORTH IN REMEDY UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, INDEMNIFICATION, NEGLIGENCE, STRICT LIABILITY, AND OTHER TORTS AND STATUTORY CLAIMS. EACH OF THE PARTIES ACKNOWLEDGE ACKNOWLEDGES THAT IT UNDERSTANDS THE LEGAL AND AGREE THAT THEY HAVE FULLY CONSIDERED ECONOMIC RAMIFICATIONS OF THE FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLELIMITATIONS, AND AGREES THAT THE FOREGOING LIMITATIONS IN THIS PARAGRAPH ARE ALLOCATE THE VARIOUS RISKS BETWEEN THE PARTIES AND FORM AN ESSENTIAL BASIS PART OF THE BARGAIN BETWEEN THE PARTIESTHIS AGREEMENT.

Liability Limitations. IN NO EVENT SHALL EITHER PARTY CLEANBRAIN, CLEANBRAIN EMPLOYEES, OR SALES CONTRACTORS BE LIABLE TO THE OTHER CLIENT OR ANY THIRD PARTY IN ANY MANNER, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY OR OTHER THEORY, FOR ANY LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA OR CLIENT DATA, COST OF RECREATING LOST DATA OR CLIENT DATA, COST OF COVER, OR INDIRECT, CONSEQUENTIALSPECIAL, INCIDENTALINCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, EXEMPLARY, PUNITIVE, STATUTORY IN CONNECTION WITH OR SPECIAL DAMAGESARISING OUT OF THIS AGREEMENT OR ANY LICENSE, INCLUDING, WITHOUT LIMITATIONBUT NOT LIMITED TO, LOST PROFITS AND LOSS THE FURNISHING, PERFORMANCE OR USE OF DATATHE CLEANTELLIGENT SUBSCRIPTION SERVICES, REGARDLESS OF WHETHER SUCH PARTY WAS SOFTWARE, DOCUMENTATION, PHONE/EMAIL/WEBINAR/CHAT SUPPORT, CLEANTELLIGENT KNOWLEDGE BASE, IMPLEMENTATION SERVICES, ADMIN ASSIST SERVICES, BASIC SUPPORT SERVICES, PRIORITY SUPPORT SERVICES, BUSINESS INTELLIGENCE/VISUALIZER SERVICES, ON-SITE TRAINING, JUMPSTART UNIVERSITY, OR OTHER ITEMS OR SERVICES PROVIDED HEREUNDER OR ANY DELAY IN DELIVERY OR FURNISHING THE CLEANTELLIGENT SUBSCRIPTION SERVICES, SOFTWARE, DOCUMENTATION, PHONE/EMAIL/WEBINAR/CHAT SUPPORT, CLEANTELLIGENT KNOWLEDGE BASE, IMPLEMENTATION SERVICES, ADMIN ASSIST SERVICES, BASIC SUPPORT SERVICES, PRIORITY SUPPORT SERVICES, BUSINESS INTELLIGENCE/VISUALIZER SERVICES, ON-SITE TRAINING, JUMPSTART UNIVERSITY, OR SAID ITEMS OR SERVICES, EVEN IF CLEANBRAIN HAS BEEN ADVISED OF OR WAS AWARE OF THE POSSIBILITY OR OF SUCH DAMAGES. NOTWITHSTANDING ANY TERM OF THIS AGREEMENT, CLEANBRAIN’S MAXIMUM AGGREGATE LIABILITY (WHETHER IN CONTRACT OR IN TORT OR UNDER ANY OTHER FORM OF LIABILITY) FOR DAMAGES OR LOSS, HOWSOEVER ARISING OR CAUSED, WHETHER OR NOT ARISING FROM CLEANBRAIN’S NEGLIGENCE, SHALL IN NO EVENT SHALL BE GREATER THAN THE TOTAL, CUMULATIVE LIABILITY AMOUNT OF ONE PARTY THE USER LICENSE FEES PAID TO CLEANBRAIN BY CLIENT DURING THE LAST SIX (6) MONTHS PRIOR TO THE OTHER PARTY REGARDING DATE OF THE EVENT GIVING RISE TO SUCH LIABILITY. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY AND ALL CLAIMS AND CAUSES OF ACTION, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED TEN MILLION DOLLARS ($10,000,000). THE LIMITATIONS SET FORTH IN THIS PARAGRAPH SHALL BE DEEMED TO APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES SET FORTH IN THIS AGREEMENTREMEDY. CLEANBRAIN SHALL HAVE NO LIABILITY TO CLIENT OR ANY THIRD PARTY FOR ANY ALLEGED INFRINGEMENT RELATING TO THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLE▇▇▇▇, AND THAT THE FOREGOING LIMITATIONS IN THIS PARAGRAPH ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIESCLEANTELLIGENT SUBSCRIPTION SERVICES, SOFTWARE, DOCUMENTATION, PHONE/EMAIL/WEBINAR/CHAT SUPPORT, CLEANTELLIGENT KNOWLEDGE BASE, IMPLEMENTATION SERVICES, ADMIN ASSIST SERVICES, BASIC SUPPORT SERVICES, PRIORITY SUPPORT SERVICES, BUSINESS INTELLIGENCE/VISUALIZER SERVICES, ON-SITE TRAINING, OR JUMPSTART UNIVERSITY, OR CLAIM THEREOF.

Liability Limitations. IN UNDER NO EVENT SHALL EITHER PARTY CIRCUMSTANCES WILL TECH 2 SUCCESS BE LIABLE TO FOR: LOSS OF REVENUE; LOSS OF DATA; LOSS OF ACTUAL OR ANTICIPATED PROFITS; LOSS OF CONTRACTS; LOSS OF THE OTHER PARTY IN ANY MANNERUSE OF MONEY; LOSS OF ANTICIPATED SAVINGS; LOSS OF BUSINESS; LOSS OF OPPORTUNITY; LOSS OF GOODWILL; LOSS OF REPUTATION; LOSS OF, UNDER ANY THEORY OR CONSEQUENTIAL OR INDIRECT LOSS OR SPECIAL, PUNITIVE, OR INCIDENTAL DAMAGES (INCLUDING, FOR THE AVOIDANCE OF LIABILITYDOUBT, WHERE SUCH LOSS OR DAMAGE IS ALSO OF A CATEGORY OF LOSS OR DAMAGE ALREADY LISTED), WHETHER IN CONTRACTFORESEEABLE OR UNFORESEEABLE, TORT (INCLUDING NEGLIGENCE)BASED ON CLAIMS BY CUSTOMER OR ANY THIRD PARTY ARISING OUT OF ANY BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY CONDITIONS OR OTHER TERM, BREACH OF WARRANTY OR OTHER THEORY, FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, STATUTORY OR SPECIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS AND LOSS OF DATA, REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF OR WAS AWARE OF THE POSSIBILITY OR SUCH DAMAGES. IN NO EVENT SHALL THE TOTAL, CUMULATIVE LIABILITY OF ONE PARTY TO THE OTHER PARTY REGARDING ANY AND ALL CLAIMS AND CAUSES OF ACTION, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, MISREPRESENTATION, NEGLIGENCE, OTHER LIABILITY IN TORT (INCLUDING NEGLIGENCE)TORT, FAILURE OF ANY REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE, EXCEED TEN MILLION DOLLARS ($10,000,000). THE LIMITATIONS SET FORTH IN THIS PARAGRAPH SHALL BE DEEMED TECH 2 SUCCESS IS NOT LIABLE TO APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING CUSTOMER OR ANY THIRD PARTY FOR THE FAILURE OF THE ESSENTIAL PURPOSE A PERSON TO ENTER INTO A TRANSACTION BY MEANS OF ANY LIMITED REMEDIES SET FORTH IN THIS AGREEMENT. THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLE, AND THAT THE FOREGOING LIMITATIONS IN THIS PARAGRAPH ARE AN ESSENTIAL BASIS CUSTOMER’S USE OF THE BARGAIN BETWEEN SERVICES, TECHNOLOGY, ANY MODULE (OR OTHER SOFTWARE LICENSED) OR THE PARTIESSERVICES.

Liability Limitations. IN NO EVENT STAPLES SHALL EITHER PARTY NOT BE LIABLE FOR ANY (A) DAMAGES, CLAIMS, LOSSES, INJURIES, TAXES, EXPENSES OR COSTS (“DAMAGES”) ARISING OUT OF ANY ERRORS, UNAVAILABILITY OR INTERRUPTIONS IN CONNECTION WITH ANY STAPLES SERVICES OR ANY ACTUAL OR MISSED INSTALLATION APPOINTMENTS; AND/OR (B) INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR INCIDENTAL DAMAGES OF ANY KIND OR FOR ANY REASON WHATSOEVER. SUBJECT TO THE ANY OTHER PARTY LIMITATION OR EXCLUSION OF LIABILITY CONTAINED IN ANY MANNERTHIS AGREEMENT, UNDER ANY THEORY STAPLES‟ CUMULATIVE LIABILITY TO YOU FOR ALL STAPLES SERVICES PROVIDED HEREUNDER FOR DAMAGES, INCLUDING DAMAGES ARISING FROM STAPLES‟ NEGLIGENCE, BREACH OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY OR OTHER THEORY, FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, STATUTORY OR SPECIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS AND LOSS OF DATA, REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF OR WAS AWARE OF THE POSSIBILITY OR SUCH DAMAGES. IN NO EVENT SHALL THE TOTAL, CUMULATIVE LIABILITY OF ONE PARTY TO THE OTHER PARTY REGARDING ANY AND ALL CLAIMS AND CAUSES OF ACTION, UNDER ANY THEORY OF LIABILITYINLUDING FUNDAMENTAL BREACH, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED TEN MILLION DOLLARS ($10,000,000). THE LIMITATIONS SET FORTH IN THIS PARAGRAPH SHALL BE DEEMED TO APPLY AN AMOUNT EQUAL TO THE MAXIMUM EXTENT PERMITTED TOTAL AGGREGATE MONTHLY FEES (LESS ALL DISCOUNTS, INCENTIVES, PROMOTIONS AND CREDITS) PAID BY APPLICABLE LAW YOU FOR THE SPECIFIC STAPLES SERVICE(S) THAT GAVE RISE TO THE DAMAGES DURING THE 1 MONTH PERIOD BEFORE THE EVENT GIVING RISE TO THE DAMAGES, LESS AMOUNTS PAID (IF ANY) FOR PREVIOUS CLAIMS FOR SUCH STAPLES SERVICE. STAPLES SHALL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY CONTENT, APPLICATIONS OR SERVICES PROVIDED TO YOU BY A THIRD-PARTY FOR USE WITH ANY STAPLES SERVICES EVEN IF STAPLES IS BILLING AND NOTWITHSTANDING THE FAILURE COLLECTING FEES ON BEHALF OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES SET FORTH IN THIS AGREEMENTSUCH A THIRD-PARTY. THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLEWithout limiting the generality of the foregoing, AND THAT THE FOREGOING LIMITATIONS IN THIS PARAGRAPH ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIESStaples is not liable for (a) any act or omissions of a telecommunications carrier whose facilities are used in establishing connections to points which Staples does not directly serve; (b) defamation, trademark, copyright, or any intellectual property right infringement arising from material transmitted or received over Staples‟ facilities or claims based on a contention that the use of equipment through your account infringes the intellectual property rights of a third-party; or (c) infringement of any intellectual property right arising from combining or using non- Staples Equipment and facilities with Staples Services.

Liability Limitations. WITH THE SOLE EXCEPTION OF THE LIMITED WARRANTY PROVIDED IN NO EVENT SECTION 8, THE SOFTWARE AND ALL SERVICES HEREUNDER ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND TO CUSTOMER OR ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS OR IMPLIED WARRANTIES (I) OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (II) OF INFORMATIONAL CONTENT OR ACCURACY; (III) OF NON-INFRINGEMENT; (IV) OF QUIET ENJOYMENT; (V) OF TITLE; (VI) THAT THE SOFTWARE WILL OPERATE ERROR FREE, OR IN AN UNINTERRUPTED FASHION; (VII) THAT ANY DEFECTS OR ERRORS IN THE SOFTWARE WILL BE CORRECTED; OR (VIII) THAT THE SOFTWARE IS COMPATIBLE WITH ANY PARTICULAR HARDWARE OR SOFTWARE PLATFORM. EFFORTS BY LICENSOR TO MODIFY THE SOFTWARE SHALL EITHER PARTY NOT BE DEEMED A WAIVER OF THESE LIMITATIONS. NEITHER LICENSOR NOR ANY OF ITS SUPPLIERS OR RESELLERS SHALL BE LIABLE TO THE OTHER CUSTOMER OR ANY THIRD PARTY IN FOR ANY MANNERLOSS OF PROFITS OR REVENUE, UNDER ANY THEORY LOSS OF LIABILITYUSE, WHETHER IN CONTRACTINTERRUPTION OF BUSINESS, TORT (INCLUDING NEGLIGENCE)LOSS OF GOODWILL, BREACH LOSS OF WARRANTY ANTICIPATED SAVINGS, OR OTHER THEORY, FOR ANY INDIRECT, CONSEQUENTIALINCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHETHER UNDER THIS LICENSE OR OTHERWISE, INCIDENTAL, EXEMPLARY, PUNITIVE, STATUTORY EVEN IF LICENSOR OR SPECIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS AND LOSS OF DATA, REGARDLESS OF WHETHER SUCH PARTY ITS SUPPLIERS OR RESELLERS WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR WAS AWARE OF THE POSSIBILITY OR SUCH DAMAGESNEGLIGENT. IN NO EVENT ANY EVENT, LICENSOR’S SOLE AND EXCLUSIVE LIABILITY FOR BREACH OF THIS WARRANTY SHALL BE, AT LICENSOR’S SOLE DISCRETION, (A) REPLACEMENT OF SOFTWARE OR SERVICE IF AT ANY TIME THE TOTALSOFTWARE OR SERVICE DOES NOT CONFORM TO THE WARRANTY IN SECTION 8 OR (B) A PRORATED REFUND. EXCEPT FOR LICENSOR’S INDEMNIFICATION OBLIGATIONS HEREUNDER, LICENSOR’S ENTIRE, CUMULATIVE LIABILITY FOR MONEY DAMAGES ARISING OUT OF ONE PARTY TO THIS AGREEMENT AND/OR THE OTHER PARTY REGARDING ANY AND ALL CLAIMS AND CAUSES OF ACTION, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED TEN MILLION DOLLARS ($10,000,000). THE LIMITATIONS SET FORTH IN THIS PARAGRAPH SHALL BE DEEMED TO APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE LICENSING OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES SET FORTH IN THIS AGREEMENT. SOFTWARE SHALL NOT EXCEED THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLE, AND THAT THE FOREGOING LIMITATIONS IN THIS PARAGRAPH ARE AN ESSENTIAL BASIS AMOUNT OF THE BARGAIN BETWEEN FEES PAID BY CUSTOMER FOR THE PARTIESSOFTWARE DURING THE THREE (3) MONTHS PRECEDING THE EVENT CAUSING LIABILITY. In jurisdictions that prohibit the exclusion or limitation of liability for consequential or incidental damages, Licensor’s liability is limited to the greatest extent permitted by law.