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. 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 (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 This Article 10 shall apply notwithstanding any other provision of this Agreement to the contrary: 10.1 NEITHER PARTY HERETO SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ITS PARENT OR AFFILIATE COMPANIES IN ANY MANNERACTION OR CLAIM FOR BUSINESS INTERRUPTION, UNDER LOSS OF PROFIT, LOSS OF PRODUCT, LOSS OF USE, DELAYS, OR FOR INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EACH PARTY HEREBY AGREES TO INSURE OR SELF-INSURE AND TO RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS THE OTHER PARTY AND ITS AFFILIATES FROM AND AGAINST ANY THEORY OF LIABILITYSUCH ACTIONS, CLAIMS OR DAMAGES ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT OR THE WORK TO BE PERFORMED HEREUNDER. THE FOREGOING SHALL BE APPLICABLE EVEN IF THE LIABILITY ASSERTED IS BASED ON THE NEGLIGENCE (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY ACTIVE OR PASSIVE) OR OTHER THEORYFAULT OR STRICT LIABILITY OF THE PARTY TO BE INDEMNIFIED, 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 THE ACTION OR WAS AWARE OF THE POSSIBILITY OR SUCH DAMAGES. CLAIM IS BASED IN NO EVENT SHALL THE TOTALSUBCONTACT, CUMULATIVE LIABILITY OF ONE PARTY TO THE OTHER PARTY REGARDING ANY AND ALL CLAIMS AND CAUSES OF ACTIONTORT, UNDER ANY THEORY OF LIABILITYWARRANTY, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE), STATUTE OR OTHERWISE. 10.2 Any limitation on or exculpation from liability afforded a Party by this Agreement shall constitute an aggregate limit on the liability of such Party and its Affiliates and shall likewise limit the liability of the indemnified Party’s Affiliates and subcontractors and vendors of any tier and their respective officers, EXCEED TEN MILLION DOLLARS ($10,000,000)agents and employees. 10.3 Except as expressly provided in this Article 10.0 there are no third-party beneficiaries of this Agreement. 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 REASONABLEThis Agreement does not create or confer any legal claim or cause of action in favor of any party not a signatory to this Agreement, AND THAT THE FOREGOING LIMITATIONS IN THIS PARAGRAPH ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIESand the obligations and legal duties imposed on any Party by this Agreement, are owed exclusively to the other Party or Parties and are not owed to any party not a signatory to this Agreement.

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. 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. 41.1 Our obligations under this Agreement do not constitute personal obligations of the directors, officers, shareholders, partners, members employees, agents, service providers and/or legal representatives of Traders Trust, Traders Trust’s Affiliates and/or any of them. 41.2 ANY LIABILITY ARISING UNDER THIS AGREEMENT WILL BE SATISFIED SOLELY FROM THE REVENUES GENERATED HEREUNDER. IN NO EVENT SHALL EITHER PARTY PARTY'S LIABILITY HEREUNDER EXCEED THE TOTAL AMOUNT OF REVENUES GENERATED HEREUNDER IN THE SIX MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. 41.3 TRADERS TRUST’S LIABILITY HEREUNDER IS LIMITED TO DIRECT DAMAGES, AND IN NO EVENT WILL WE 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, EXEMPLARYCONSEQUENTIAL OR PUNITIVE LOSS, PUNITIVE, STATUTORY INJURY OR SPECIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS AND LOSS DAMAGE OF DATA, ANY KIND (REGARDLESS OF WHETHER SUCH ANY NSUCH DAMAGES WERE FORESEEABLE OR WHETHER EITHER PARTY WAS HAS BEEN ADVISED OF OR WAS AWARE OF THE POSSIBILITY OR OF SUCH DAMAGES. IN NO EVENT SHALL THE TOTALLOSS). 42.1 You will defend, CUMULATIVE LIABILITY OF ONE PARTY TO THE OTHER PARTY REGARDING ANY AND ALL CLAIMS AND CAUSES OF ACTIONindemnify and hold Traders Trust and all of the directors, UNDER ANY THEORY OF LIABILITYofficers, WHETHER IN CONTRACTshareholders, IN TORT (INCLUDING NEGLIGENCE)partners, OR OTHERWISEmembers employees, 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 REASONABLEagents, AND THAT THE FOREGOING LIMITATIONS IN THIS PARAGRAPH ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIESservice providers and/or legal representatives of Traders Trust, Traders Trust’s Affiliates and/or any of them, harmless from and against any and all liabilities, losses, damages and costs, including reasonable attorneys’ fees, arising from or connected to your breach of this Agreement or the performance of your duties under this Agreement.

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. 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. 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. 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 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. (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. 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. 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. 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. (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 BE LIABLE 1. SUBJECT TO THE OTHER PARTY CLAUSE 8.3, EACH PARTY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT, IN ANY MANNER, UNDER ANY THEORY OF LIABILITYCONTRACT YEAR, WHETHER IN BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE)) OR OTHERWISE, BREACH WILL NOT EXCEED THE AMOUNT OF WARRANTY FEES PAID OR OTHER THEORYPAYABLE IN THAT PARTICULAR CONTRACT YEAR. “CONTRACT YEAR” MEANS ANY PERIOD OF 12 MONTHS COMMENCING ON THE EFFECTIVE DATE OR ANY ANNIVERSARY OF THE EFFECTIVE DATE. 2. SUBJECT TO CLAUSE 8.3, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIALSPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, STATUTORY OR SPECIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS AND CONSEQUENTIAL LOSS OR DAMAGE OR FOR ANY LOSS OF OR DAMAGE TO DATA, REGARDLESS EX GRATIA PAYMENTS, LOSS OF PROFIT, LOSS OF CONTRACT OR LOSS OF OTHER ECONOMIC ADVANTAGE (IN EACH CASE WHETHER SUCH PARTY WAS ADVISED DIRECT OR INDIRECT) ARISING OUT OF OR WAS AWARE IN CONNECTION WITH THIS AGREEMENT, EVEN IF THAT PARTY HAS PREVIOUSLY BEEN ADVISED OF THE POSSIBILITY OF THE SAME AND WHETHER FORESEEABLE OR SUCH DAMAGESNOT. IN NO EVENT SHALL THE TOTAL, CUMULATIVE LIABILITY OF ONE PARTY TO THE OTHER PARTY REGARDING THESE LIMITATIONS WILL 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. 3. THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLENothing in this Agreement excludes or limits the liability of either party for: (i) death or personal injury; (ii) fraud; (iii) breach of the confidentiality or data provisions of this Agreement, AND THAT THE FOREGOING LIMITATIONS IN THIS PARAGRAPH ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIESand (iv) anything else that cannot be excluded or limited by applicable law. 4. The limitations of liability set forth in this Clause 8 are a reasonable allocation of risk between the parties, and the parties would not have entered into this Agreement, absent such allocation.

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. IN NO EVENT Without limiting SUBCONTRACTOR's obligations to the Owner under the Prime Contract, this Article shall apply notwithstanding any other provision of this AGREEMENT to the contrary: NEITHER PARTY HERETO SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES IN ANY MANNERACTION OR CLAIM FOR BUSINESS INTERRUPTION, UNDER ANY THEORY LOSS OF LIABILITYPROFIT, WHETHER IN CONTRACTLOSS OF PRODUCT, TORT (INCLUDING NEGLIGENCE)LOSS OF USE, BREACH OF WARRANTY OR OTHER THEORY, FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, STATUTORY CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDINGEVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING SHALL BE APPLICABLE EVEN IF THE LIABILITY ASSERTED IS BASED ON NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OR OTHER FAULT OR STRICT LIABILITY, WITHOUT LIMITATION, LOST PROFITS AND LOSS OF DATA, REGARDLESS OF WHETHER SUCH THE ACTION OR CLAIM IS BASED IN CONTRACT, TORT, STATUTE OR OTHERWISE. ANY LIMITATION ON OR EXCULPATION FROM LIABILITY AFFORDED A PARTY WAS ADVISED OF OR WAS AWARE OF BY THIS AGREEMENT SHALL CONSTITUTE AN AGGREGATE LIMIT ON 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 ITS AFFILIATES, AND CAUSES SHALL LIKEWISE LIMIT THE LIABILITY OF ACTIONA PARTY'S AFFILIATES, 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 SUBCONTRACTORS AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE VENDORS 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 REASONABLETIER, AND THAT THE FOREGOING LIMITATIONS IN THEIR RESPECTIVE OFFICERS, AGENTS AND EMPLOYEES. FOR PURPOSES OF THIS PARAGRAPH ARE ARTICLE, AN ESSENTIAL BASIS "AFFILIATE" OF THE BARGAIN BETWEEN THE PARTIESA PARTY INCLUDES ANY PARENT, SUBSIDIARY OR AFFILIATED CORPORATION, PARTNERSHIP OR OTHER LEGAL ENTITY, AND ITS AND THEIR OFFICERS, AGENTS, EMPLOYEES AND INSURERS. Except as expressly provided in this Article, there are no third-party beneficiaries of this Agreement. This Agreement does not create or confer any legal claim or cause of action in favor of any Party not a signatory to this Agreement and the obligations and legal duties imposed on any Party by this Agreement are owed exclusively to the other Party or Parties and are not owed to any Party not a signatory to this Agreement. GENERAL CONTRACTOR and SUBCONTRACTOR shall each obtain endorsements on all insurance applicable to this project, which shall waive all rights of subrogation against the other party, their affiliates, and their other SUBCONTRACTORs and vendors of any tier.

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. 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. 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. 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. 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. 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. 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.