Common use of Liability Limitations Clause in Contracts

Liability Limitations. THE FOLLOWING LIMITATIONS SHALL NOT APPLY TO (i) BREACHES OF CONFIDENTIALITY OBLIGATIONS; (ii) VIOLATIONS OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS; (iii) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS; OR (iv) PAYMENT OF FEES: (a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER, WHETHER UNDER THEORY OF CONTRACT, TORT, OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR SPECIAL DAMAGES (INCLUDING ANY DAMAGE TO BUSINESS REPUTATION, LOST PROFITS, OR LOST DATA), WHETHER FORESEEABLE OR NOT, AND WHETHER OR NOT SUCH PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (b) TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S AGGREGATE CUMULATIVE LIABILITY TO THE OTHER IN CONNECTION WITH THE AGREEMENT SHALL NOT EXCEED THE AGGREGATE CONTRACT VALUE FOR THE ONE- (1) YEAR PERIOD PRIOR TO THE DATE THAT SUCH LIABILITY FIRST ARISES.

Liability Limitations. THE FOLLOWING LIMITATIONS SHALL NOT APPLY TO (i) BREACHES OF CONFIDENTIALITY OBLIGATIONS; (ii) VIOLATIONS OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS; (iii) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS; OR (iv) PAYMENT OF FEES: (a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHEROTHER PARTY IN ANY MANNER, UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THEORY OF IN CONTRACT, TORTTORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY OR OTHERWISEOTHER THEORY, FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, STATUTORY OR SPECIAL DAMAGES (INCLUDING ANY DAMAGE TO BUSINESS REPUTATIONDAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITSPROFITS AND LOSS OF DATA, OR LOST DATA), REGARDLESS OF WHETHER FORESEEABLE OR NOT, AND WHETHER OR NOT SUCH PARTY IS WAS ADVISED OF OR WAS AWARE OF THE POSSIBILITY OF 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 (b) 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 LAWAPPLICABLE 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, EACH PARTY’S AGGREGATE CUMULATIVE LIABILITY TO AND THAT THE OTHER FOREGOING LIMITATIONS IN CONNECTION WITH THIS PARAGRAPH ARE AN ESSENTIAL BASIS OF THE AGREEMENT SHALL NOT EXCEED BARGAIN BETWEEN THE AGGREGATE CONTRACT VALUE FOR THE ONE- (1) YEAR PERIOD PRIOR TO THE DATE THAT SUCH LIABILITY FIRST ARISESPARTIES.

Liability Limitations. THE FOLLOWING LIMITATIONS SHALL NOT APPLY TO (i) BREACHES OF EXCEPT FOR ANY INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS; (ii) VIOLATIONS OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS; (iii) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS; OR (iv) PAYMENT OF FEES: (a) TO THE MAXIMUM EXTENT PERMITTED BY LAWOBLIGATIONS HEREUNDER, IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY ECONOMIC LOSSES, INCLUDING BUT NOT LIMITED TO THE OTHERLOST PROFITS, WHETHER UNDER THEORY OF CONTRACTUSE, TORTINCOME, BUSINESS OPPORTUNITIES, OR OTHERWISECUSTOMER GOODWILL, FOR OR ANY INDIRECTCONSEQUENTIAL, INCIDENTAL, PUNITIVEANTICIPATORY, CONSEQUENTIALSPECIAL, INDIRECT, EXEMPLARY, OR SPECIAL PUNITIVE DAMAGES (INCLUDING WHETHER IN CONTRACT, TORT OR ANY DAMAGE TO BUSINESS REPUTATIONOTHER LEGAL THEORY, LOST PROFITS, OR LOST DATA), WHETHER FORESEEABLE OR NOT, AND WHETHER OR NOT EVEN IF SUCH PARTY IS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (b) DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. STUDENTBRIDGE’S AGGREGATE LIABILITY TO CUSTOMER UNDER THE AGREEMENT FOR ANY CLAIM IS LIMITED TO THE MAXIMUM EXTENT PERMITTED AMOUNT PAID BY LAW, EACH PARTY’S AGGREGATE CUMULATIVE LIABILITY CUSTOMER TO STUDENTBRIDGE DURING THE OTHER IN CONNECTION WITH THE AGREEMENT SHALL NOT EXCEED THE AGGREGATE CONTRACT VALUE FOR THE ONE- SIX (16) YEAR MONTH PERIOD PRIOR TO IMMEDIATELY PRECEDING THE DATE THAT SUCH LIABILITY FIRST ARISESOF THE CLAIM.

Liability Limitations. EXCEPT FOR THE FOLLOWING LIMITATIONS SHALL NOT APPLY TO (i) BREACHES OF CONFIDENTIALITY OBLIGATIONS; (ii) VIOLATIONS OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS; (iii) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS; EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH HEREIN, ROW 44 SPECIFICALLY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR (iv) PAYMENT OF FEES: (a) IMPLIED, RELATING TO THE MAXIMUM EXTENT PERMITTED SERVICES PROVIDED BY LAWROW 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, WHETHER UNDER THEORY OF CONTRACT, TORT, OR OTHERWISE, OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVEEXEMPLARY, CONSEQUENTIAL, PUNITIVE OR SPECIAL CONSEQUENTIAL LOSSES OR DAMAGES OF ANY KIND OR NATURE (INCLUDING ANY DAMAGE TO BUSINESS REPUTATION, LOST PROFITS, OR PROFITS AND LOST DATAREVENUES), WHETHER FORESEEABLE OR NOT, AND WHETHER ARISING OUT OF OR NOT SUCH PARTY IS ADVISED RELATING TO THIS AGREEMENT. WITHOUT LIMITING THE GENERALITY OF THE POSSIBILITY OF SUCH DAMAGES. (b) TO THE MAXIMUM EXTENT PERMITTED BY LAWFOREGOING, EACH PARTY’S AGGREGATE CUMULATIVE LIABILITY IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOSSES OR DAMAGES OF ANY KIND OR NATURE ARISING OUT OF RELATING TO THIS AGREEMENT IN CONNECTION WITH EXCESS OF THE AGREEMENT SHALL NOT EXCEED TOTAL AMOUNT ACTUALLY PAID TO AND RECEIVED BY ROW 44 FROM SOUTHWEST DURING THE AGGREGATE CONTRACT VALUE FOR THE ONE- (1) YEAR 12 MONTH PERIOD PRIOR TO SUCH CLAIM, WHICH AMOUNT WILL BE THE DATE THAT SUCH MAXIMUM AGGREGATE LIABILITY FIRST ARISESOF EITHER PARTY TO THE OTHER PARTY HEREUNDER. NOTWITHSTANDING THE FOREGOING, NOTHING HEREIN SHALL BE DEEMED TO LIMIT ANY LIABILITY WITH RESPECT TO (A) AN OBLIGATION OF 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 PAST, PRESENT OR FUTURE DIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS OF SOUTHWEST AND ITS AFFILIATES SHALL NOT HAVE ANY PERSONAL LIABILITY OR OBLIGATION TO ROW 44 ARISING UNDER THIS AGREEMENT.

Liability Limitations. THE FOLLOWING LIMITATIONS SHALL NOT APPLY 1. SUBJECT TO (i) BREACHES OF CONFIDENTIALITY OBLIGATIONS; (ii) VIOLATIONS OF EITHER CLAUSE 8.3, EACH PARTY’S INTELLECTUAL PROPERTY RIGHTS; (iii) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS; OR (iv) PAYMENT OF FEES: (a) TO THE MAXIMUM EXTENT PERMITTED BY LAWAGGREGATE LIABILITY UNDER THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHERANY CONTRACT YEAR, WHETHER UNDER THEORY OF BASED ON CONTRACT, TORT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WILL NOT EXCEED THE AMOUNT OF FEES PAID OR PAYABLE 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, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR SPECIAL DAMAGES (INCLUDING CONSEQUENTIAL LOSS OR DAMAGE OR FOR ANY LOSS OF OR DAMAGE TO BUSINESS REPUTATIONDATA, LOST PROFITSEX GRATIA PAYMENTS, LOSS OF PROFIT, LOSS OF CONTRACT OR LOST DATA)LOSS OF OTHER ECONOMIC ADVANTAGE (IN EACH CASE WHETHER DIRECT OR INDIRECT) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER FORESEEABLE OR NOT, AND WHETHER OR NOT SUCH EVEN IF THAT PARTY IS HAS PREVIOUSLY BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGESTHE SAME AND WHETHER FORESEEABLE OR NOT. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. 3. Nothing in this Agreement excludes or limits the liability of either party for: (bi) TO THE MAXIMUM EXTENT PERMITTED BY LAWdeath or personal injury; (ii) fraud; (iii) breach of the confidentiality or data provisions of this Agreement, EACH PARTY’S AGGREGATE CUMULATIVE LIABILITY TO THE OTHER IN CONNECTION WITH THE AGREEMENT SHALL NOT EXCEED THE AGGREGATE CONTRACT VALUE FOR THE ONE- and (1iv) YEAR PERIOD PRIOR TO THE DATE THAT SUCH LIABILITY FIRST ARISESanything 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. 16.1 EXCEPT FOR THE FOLLOWING INDEMNIFICATION OBLIGATIONS ARISING UNDER SECTION 15, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY IN ANY MANNER, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHER THEORY, FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR STATUTORY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, REVENUES, BUSINESS, OR PROFITS. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS SHALL NOT CONTAINED IN THIS SECTION APPLY TO (i) BREACHES REGARDLESS WHETHER THEY ARE ADVISED OF CONFIDENTIALITY OBLIGATIONS; (ii) VIOLATIONS OR WERE AWARE OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS; (iii) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS; OR (iv) PAYMENT THE POSSIBILITY OF FEES:THE DAMAGES SET FORTH IN THE PRECEDING SENTENCE. (a) 16.2 THE LIMITATIONS SET FORTH IN THIS SECTION WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RULE AND REGULATION, NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES SET FORTH IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THIS AGREEMENT. THE OTHER, WHETHER UNDER THEORY PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF CONTRACT, TORT, OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR SPECIAL DAMAGES (INCLUDING ANY DAMAGE TO BUSINESS REPUTATION, LOST PROFITS, OR LOST DATA), WHETHER FORESEEABLE OR NOTRISK AND FIND IT REASONABLE, AND WHETHER OR NOT SUCH PARTY IS ADVISED THAT THE LIMITATIONS SET FORTH IN THIS SECTION ARE AN ESSENTIAL BASIS OF THE POSSIBILITY OF SUCH DAMAGESBARGAIN BETWEEN THE PARTIES. (b) TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S AGGREGATE CUMULATIVE LIABILITY TO THE OTHER IN CONNECTION WITH THE AGREEMENT SHALL NOT EXCEED THE AGGREGATE CONTRACT VALUE FOR THE ONE- (1) YEAR PERIOD PRIOR TO THE DATE THAT SUCH LIABILITY FIRST ARISES.

Liability Limitations. THE FOLLOWING LIMITATIONS SHALL NOT APPLY TO (i) BREACHES OF CONFIDENTIALITY OBLIGATIONS; (ii) VIOLATIONS OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS; (iii) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS; NOTWITHSTANDING ANYTHING IN THIS AGREEMENT OR (iv) PAYMENT OF FEES: (a) ANY ANCILLARY AGREEMENT TO THE MAXIMUM EXTENT PERMITTED BY LAWCONTRARY, IN NO EVENT SHALL WILL EITHER PARTY BE LIABLE TO THE OTHEROTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. EXEMPLARY DAMAGES, OR FOR LOST PROFITS, LOST MILESTONES, OR LOST ROYALTIES UNDER THIS AGREEMENT OR ANY ANCILLARY AGREEMENT, WHETHER UNDER THEORY OF IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, FOR ARISING OUT OF (a) THE DEVELOPMENT, COMMERCIALIZATION, USE OR SALE OF ANY INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIALLICENSED COMPOUND OR PRODUCT DEVELOPED, OR SPECIAL DAMAGES (INCLUDING COMMERCIALIZED HEREUNDER OR UNDER ANY DAMAGE TO BUSINESS REPUTATION, LOST PROFITSANCILLARY AGREEMENT, OR LOST DATA), WHETHER FORESEEABLE OR NOT, AND WHETHER OR NOT SUCH PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (b) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S AGGREGATE CUMULATIVE LIABILITY TO PROVISIONS OF THIS AGREEMENT OR ANY ANCILLARY AGREEMENT. THE OTHER FOREGOING LIMITATIONS IN CONNECTION WITH THE AGREEMENT THIS SECTION 9.6 SHALL NOT EXCEED THE AGGREGATE CONTRACT VALUE APPLY TO (I) ANY LIABILITY OF EITHER PARTY ARISING FROM ITS OR ITS AFFILIATE’S OR SUBCONTRACTOR’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (II) ANY CLAIMS UNDER SECTION 9.1, 9.2 OR 9.3 OR (III) ANY LIABILITY OF EITHER PARTY FOR THE ONE- (1) YEAR PERIOD PRIOR TO THE DATE THAT SUCH LIABILITY FIRST ARISESBREACH OF SECTION 5.1 OR SECTIONS 5.2.1 or 5.2.2.

Liability Limitations. THE FOLLOWING LIMITATIONS SHALL NOT APPLY TO (i) BREACHES OF CONFIDENTIALITY OBLIGATIONS; (ii) VIOLATIONS OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS; (iii) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS; OR (iv) PAYMENT OF FEES: (a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN UNDER NO EVENT CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER, WHETHER UNDER THEORY OF CONTRACT, TORT, OR OTHERWISE, OTHER FOR ANY INCIDENTAL, INDIRECT, INCIDENTAL, PUNITIVESPECIAL, CONSEQUENTIAL, OR SPECIAL PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION ANTICIPATED PROFITS OR REVENUES, DAMAGES (INCLUDING ANY DAMAGE TO BUSINESS REPUTATIONOR LOSSES IN THE NATURE OF REPLACEMENT POWER, LOST PROFITSPRODUCTION, OR LOST DATA)CLAIMS BY CUSTOMERS. THE TOTAL AGGREGATE LIABILITY OF PROFESSIONAL TO NBU FOR ANY AND ALL LIABILITIES, WHETHER FORESEEABLE COSTS, EXPENSES, OR NOTDAMAGES WHATSOEVER ARISING OUT OF, AND WHETHER RESULTING FROM, OR NOT SUCH PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (b) IN ANY WAY RELATED TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S AGGREGATE CUMULATIVE LIABILITY TO THE OTHER IN CONNECTION WITH THE SERVICES OR THIS AGREEMENT SHALL NOT EXCEED THE AGGREGATE CONTRACT VALUE TWO MILLION DOLLARS ($2,000,000), EXCEPT THAT PROFESSIONAL’S INDEMNIFICATION LIABILITY FOR THE ONE- (1) YEAR PERIOD PRIOR THIRD PARTY CLAIMS SHALL NOT BE SUBJECT TO THIS LIMITATION. TO THE DATE THAT SUCH FULLEST EXTENT ALLOWED BY LAW, RELEASES FROM, WAIVERS OF, AND LIMITATIONS OF LIABILITY FIRST ARISESSHALL APPLY NOTWITHSTANDING THE BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY OF LEGAL LIABILITY OF THE PARTY RELEASED OF WHOSE LIABILITY IS LIMITED.

Liability Limitations. EXCEPT AS OTHERWISE PROVIDED IN SECTIONS 9 AND 10 ABOVE, AND WITHOUT IN ANY WAY LIMITING CUSTOMER’S OBLIGATION TO PAY FOR THE FOLLOWING LIMITATIONS SHALL NOT APPLY TO SERVICES AS PROVIDED IN THE APPLICABLE SALES ORDERS OR WEBSITE ORDER TERMS, (i) BREACHES OF CONFIDENTIALITY OBLIGATIONS; (ii) VIOLATIONS OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS; (iii) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS; OR (iv) PAYMENT OF FEES: (a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER NEITHER PARTY WILL BE LIABLE TO THE OTHER, WHETHER UNDER THEORY OF CONTRACT, TORT, OR OTHERWISE, FOR ANY INDIRECTPUNITIVE, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, SPECIAL OR SPECIAL CONSEQUENTIAL DAMAGES (INCLUDING ANY DAMAGE TO BUSINESS REPUTATION, LOST PROFITS, OR LOST DATA), WHETHER FORESEEABLE OR NOT, AND WHETHER OR NOT SUCH PARTY IS EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. , AND EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO COLLECT ANY SUCH DAMAGES, AND (bii) TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S MAXIMUM AGGREGATE CUMULATIVE LIABILITY TO THE OTHER IN CONNECTION WITH THE AGREEMENT SHALL FOR DAMAGES HEREUNDER WILL NOT EXCEED THE AGGREGATE CONTRACT VALUE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO SNAG UNDER THE APPLICABLE SALES ORDERS OR WEBSITE ORDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT CAUSING THE LIABILITY. FURTHER, CUSTOMER ACKNOWLEDGES AND AGREES THAT SNAG SHALL HAVE NO LIABILITY OR RESPONSIBILITY WHATSOEVER, INCLUDING FOR THE ONE- (1) YEAR PERIOD PRIOR INDIRECT OR DIRECT DAMAGES, WITH RESPECT TO THE DATE THAT SUCH LIABILITY FIRST ARISESTHIRD-PARTY OFFERINGS.

Liability Limitations. THE FOLLOWING LIMITATIONS SHALL NOT APPLY TO EXCEPT FOR LIABILITY ARISING FROM: (i) BREACHES OF CONFIDENTIALITY OBLIGATIONSOBLIGATIONS FOR BOTH PARTIES AS SET FORTH IN SECTION 8.1 BELOW; (ii) VIOLATIONS OF EITHER PARTYCUSTOMER’S INTELLECTUAL PROPERTY RIGHTSOBLIGATIONS AS CONTAINED IN SECTION 2 AND SECTION 3; AND (iii) EITHER PARTYQCSI’S INDEMNIFICATION OBLIGATIONS; OR (iv) PAYMENT OF FEES: (a) TO THE MAXIMUM EXTENT PERMITTED BY LAWINDEMNITY OBLIGATIONS AS SET FORTH IN SECTION 7 BELOW, IN NO EVENT SHALL EITHER PARTY CUSTOMER OR QCSI BE LIABLE TO THE OTHEROTHER OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, WHETHER UNDER THEORY LOSS OF CONTRACTUSE, TORTBUSINESS INTERRUPTION, LOSS OF DATA, COST OF RECREATING LOST DATA, COST OF COVER OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, THE FURNISHING, PERFORMANCE OR USE OF THE SOFTWARE, MAINTENANCE AND SUPPORT, OR OTHERWISEOTHER ITEMS OR SERVICES PROVIDED HEREUNDER OR ANY DELAY IN DELIVERY OR FURNISHING THE SOFTWARE, FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIALMAINTENANCE AND SUPPORT, OR SPECIAL DAMAGES (INCLUDING ANY DAMAGE TO BUSINESS REPUTATION, LOST PROFITS, SAID ITEMS OR LOST DATA), WHETHER FORESEEABLE OR NOT, AND WHETHER OR NOT SUCH SERVICES EVEN IF THE PARTY IS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. . NOTWITHSTANDING ANY TERM OF THIS AGREEMENT AND Perpetual Software License And Maintenance Agreement QCSI Page 10 EXCEPT FOR LIABILITY ARISING FROM: (bi) TO THE MAXIMUM EXTENT PERMITTED BY LAWCONFIDENTIALITY OBLIGATIONS FOR BOTH PARTIES AS SET FORTH IN SECTION 8.1 BELOW; ii) CUSTOMER’S OBLIGATIONS AS CONTAINED IN SECTION 2, SECTION 3, AND SECTION 4; AND (iii) QCSI’S INDEMNITY OBLIGATIONS AS SET FORTH IN SECTION 7 BELOW, EACH PARTYOF CUSTOMER’S AND QCSI’S MAXIMUM AGGREGATE CUMULATIVE LIABILITY (WHETHER IN CONTRACT OR IN TORT OR UNDER ANY OTHER FORM OF LIABILITY) FOR DAMAGES OR LOSS, HOWSOEVER ARISING OR CAUSED, SHALL IN NO EVENT BE GREATER THAN THE AMOUNT OF THE LICENSE FEES, THE MAINTENANCE AND SUPPORT FEES, AND, IF ANY, THE AMOUNTS FOR PROFESSIONAL SERVICES UNDER SEPARATE PROFESSIONAL SERVICES AGREEMENT(S) BY AND BETWEEN THE PARTIES PAID TO QCSI BY TS DURING THE OTHER IN CONNECTION WITH THE AGREEMENT SHALL NOT EXCEED THE AGGREGATE CONTRACT VALUE FOR THE ONE- LAST TWELVE (112) YEAR PERIOD MONTHS PRIOR TO THE DATE THAT OF THE EVENT GIVING RISE TO SUCH LIABILITY FIRST ARISESLIABILITY. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Liability Limitations. THE FOLLOWING LIMITATIONS SHALL NOT APPLY TO (i) BREACHES OF CONFIDENTIALITY OBLIGATIONS; (ii) VIOLATIONS OF EITHER PARTY’S INTELLECTUAL PROPERTY RIGHTS; (iii) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS; NOTWITHSTANDING ANYTHING IN THIS AGREEMENT OR (iv) PAYMENT OF FEES: (a) ANY ANCILLARY AGREEMENT TO THE MAXIMUM EXTENT PERMITTED BY LAWCONTRARY, IN NO EVENT SHALL WILL EITHER PARTY BE LIABLE TO THE OTHEROTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, LOST MILESTONES, OR LOST ROYALTIES UNDER THIS AGREEMENT OR ANY ANCILLARY AGREEMENT, WHETHER UNDER THEORY OF IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, FOR ARISING OUT OF (a) THE DEVELOPMENT, COMMERCIALIZATION, USE OR SALE OF ANY INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIALLICENSED COMPOUND OR PRODUCT DEVELOPED, OR SPECIAL DAMAGES (INCLUDING COMMERCIALIZED HEREUNDER OR UNDER ANY DAMAGE TO BUSINESS REPUTATION, LOST PROFITSANCILLARY AGREEMENT, OR LOST DATA), WHETHER FORESEEABLE OR NOT, AND WHETHER OR NOT SUCH PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (b) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S AGGREGATE CUMULATIVE LIABILITY TO PROVISIONS OF THIS AGREEMENT OR ANY ANCILLARY AGREEMENT. THE OTHER FOREGOING LIMITATIONS IN CONNECTION WITH THE AGREEMENT THIS SECTION 11.6 SHALL NOT EXCEED THE AGGREGATE CONTRACT VALUE APPLY TO (I) ANY LIABILITY OF EITHER PARTY ARISING FROM ITS OR ITS AFFILIATE’S OR SUBCONTRACTOR’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (II) ANY CLAIMS UNDER SECTION 11.1 OR SECTION 11.2 OR (III) ANY LIABILITY OF EITHER PARTY FOR THE ONE- (1) YEAR PERIOD PRIOR TO THE DATE THAT SUCH LIABILITY FIRST ARISESBREACH OF SECTION 7.1 OR SECTIONS 7.2.1 or 7.2.2.