Common use of LIMITATION OF LIABILITY AND INDEMNITY Clause in Contracts

LIMITATION OF LIABILITY AND INDEMNITY. In no event shall AI or its suppliers be liable in any way for indirect, special, consequential, or incidental damages or loss of any kind (including without limitation, lost profits, liability or injury to third persons, loss of data, cost of cover, whether foreseeable or not, regardless of whether AI or its suppliers have been advised of the possibility of such damages) arising as a result of licensee’s use or inability to use the Software. You acknowledge that the license fee reflects the allocation of risks between us. AI SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER ARISING FROM LOSS OR THEFT OF THE SOFTWARE PRODUCT OR OF ANY COPY PROTECTION DEVICE/CODE WITH WHICH THE SOFTWARE PRODUCT IS SUPPLIED. SPECIFICALLY, AI SHALL NOT BE OBLIGATED TO REPLACE ANY LOST OR STOLEN SOFTWARE PRODUCT OR COPY PROTECTION DEVICE/CODE. YOU ARE SOLELY RESPONSIBLE FOR SAFEGUARDING THE SOFTWARE PRODUCT AND ANY COPY PROTECTION DEVICE/CODE FROM LOSS OR THEFT AND PROTECTING YOUR INVESTMENT THROUGH INSURANCE OR OTHERWISE. LICENSEE AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND AI AND ITS SUPPLIERS FROM ANY COST, LOSS, LIABILITY, OR EXPENSE, INCLUDING COURT COSTS AND REASONABLE FEES FOR ATTORNEYS OR OTHER PROFESSIONALS, ARISING OUT OF, OR RESULTING FROM, ANY CLAIM OR DEMAND BROUGHT AGAINST AI, ITS SUPPLIERS OR ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR AGENTS BY THE LICENSEE OR A THIRD PARTY ARISING FROM OR IN CONJUNCTION WITH ANY PROCUREMENT, INSTALLATION, UTILIZATION, REDEPLOYMENT OR DISPOSAL OF THE SOFTWARE PRODUCT.

LIMITATION OF LIABILITY AND INDEMNITY. In no event shall AI or its suppliers be liable in any way for indirectTO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, specialTHE ENTIRE LIABILITY OF INTUIT, consequentialAND ITS AFFILIATES AND SUPPLIERS FOR ALL MATTERS OR CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SOFTWARE DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, or incidental damages or loss of any kind INTUIT AND ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (including without limitationA) INDIRECT, lost profitsSPECIAL, liability or injury to third personsINCIDENTAL, loss of dataPUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, cost of coverTHE INTERNET, whether foreseeable or notELECTRONIC COMMUNICATIONS, regardless of whether AI or its suppliers have been advised of the possibility of such damages) arising as a result of licensee’s use or inability to use the Software. You acknowledge that the license fee reflects the allocation of risks between us. AI SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER ARISING FROM CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET INTUIT SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF INTUIT AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF INTUIT, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SOFTWARE PRODUCT OR OF ANY COPY PROTECTION DEVICE/CODE WITH WHICH THE SOFTWARE PRODUCT IS SUPPLIED. SPECIFICALLY, AI SHALL NOT BE OBLIGATED TO REPLACE ANY LOST OR STOLEN SOFTWARE PRODUCT OR COPY PROTECTION DEVICE/CODE. YOU ARE SOLELY RESPONSIBLE FOR SAFEGUARDING THE SOFTWARE PRODUCT AND ANY COPY PROTECTION DEVICE/CODE FROM LOSS OR THEFT AND PROTECTING YOUR INVESTMENT THROUGH INSURANCE OR OTHERWISE. LICENSEE AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND AI AND ITS SUPPLIERS FROM ANY COSTUSE. You agree to indemnify and hold Intuit and its Affiliates and Suppliers harmless from any and all claims, LOSSliability and expenses, LIABILITYincluding reasonable attorneys' fees and costs, OR EXPENSEarising out of your use of the Software or breach of this Agreement (collectively referred to as "Claims"). Intuit reserves the right, INCLUDING COURT COSTS AND REASONABLE FEES FOR ATTORNEYS OR OTHER PROFESSIONALSin its sole discretion and at its own expense, ARISING OUT OF, OR RESULTING FROM, ANY CLAIM OR DEMAND BROUGHT AGAINST AI, ITS SUPPLIERS OR ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR AGENTS BY THE LICENSEE OR A THIRD PARTY ARISING FROM OR IN CONJUNCTION WITH ANY PROCUREMENT, INSTALLATION, UTILIZATION, REDEPLOYMENT OR DISPOSAL OF THE SOFTWARE PRODUCTto assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by Intuit in the defense of any Claims. 10.

LIMITATION OF LIABILITY AND INDEMNITY. In no event shall AI or its suppliers be liable in any way for indirectTO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, specialTHE ENTIRE LIABILITY OF INTUIT, consequentialAND ITS AFFILIATES AND SUPPLIERS FOR ALL MATTERS OR CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SOFTWARE DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, or incidental damages or loss of any kind INTUIT AND ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (including without limitationA) INDIRECT, lost profitsSPECIAL, liability or injury to third personsINCIDENTAL, loss of dataPUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, cost of coverTHE INTERNET, whether foreseeable or notELECTRONIC COMMUNICATIONS, regardless of whether AI or its suppliers have been advised of the possibility of such damages) arising as a result of licensee’s use or inability to use the Software. You acknowledge that the license fee reflects the allocation of risks between us. AI SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER ARISING FROM CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET INTUIT SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF INTUIT AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF INTUIT, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SOFTWARE PRODUCT OR OF ANY COPY PROTECTION DEVICE/CODE WITH WHICH THE SOFTWARE PRODUCT IS SUPPLIED. SPECIFICALLY, AI SHALL NOT BE OBLIGATED TO REPLACE ANY LOST OR STOLEN SOFTWARE PRODUCT OR COPY PROTECTION DEVICE/CODE. YOU ARE SOLELY RESPONSIBLE FOR SAFEGUARDING THE SOFTWARE PRODUCT AND ANY COPY PROTECTION DEVICE/CODE FROM LOSS OR THEFT AND PROTECTING YOUR INVESTMENT THROUGH INSURANCE OR OTHERWISE. LICENSEE AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND AI AND ITS SUPPLIERS FROM ANY COSTUSE. You agree to indemnify and hold Intuit and its Affiliates and Suppliers harmless from any and all claims, LOSSliability and expenses, LIABILITYincluding reasonable attorneys' fees and costs, OR EXPENSEarising out of your use of the Software or breach of this Agreement (collectively referred to as "Claims"). Intuit reserves the right, INCLUDING COURT COSTS AND REASONABLE FEES FOR ATTORNEYS OR OTHER PROFESSIONALSin its sole discretion and at its own expense, ARISING OUT OF, OR RESULTING FROM, ANY CLAIM OR DEMAND BROUGHT AGAINST AI, ITS SUPPLIERS OR ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR AGENTS BY THE LICENSEE OR A THIRD PARTY ARISING FROM OR IN CONJUNCTION WITH ANY PROCUREMENT, INSTALLATION, UTILIZATION, REDEPLOYMENT OR DISPOSAL OF THE SOFTWARE PRODUCTto assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by Intuit in the defense of any Claims.

LIMITATION OF LIABILITY AND INDEMNITY. In no event shall AI or its suppliers be liable in any way for indirectNOTWITHSTANDING ANY OTHER PROVISION HEREIN OR IN ANY OTHER DOCUMENT OR COMMUNICATION, special, consequential, or incidental damages or loss of any kind (including without limitation, lost profits, liability or injury to third persons, loss of data, cost of cover, whether foreseeable or not, regardless of whether AI or its suppliers have been advised of the possibility of such damagesA) arising as a result of licensee’s use or inability to use the Software. You acknowledge that the license fee reflects the allocation of risks between us. AI SHALL HAVE NO RESPONSIBILITY SELLER’S LIABILITY AND OBLIGATIONS WITH RESPECT TO ANY CLAIM(S) RESULTING OR LIABILITY WHATSOEVER ARISING FROM LOSS OR THEFT OF THE SOFTWARE PRODUCT OR OF ANY COPY PROTECTION DEVICE/CODE WITH WHICH THE SOFTWARE PRODUCT IS SUPPLIED. SPECIFICALLY, AI SHALL NOT BE OBLIGATED TO REPLACE ANY LOST OR STOLEN SOFTWARE PRODUCT OR COPY PROTECTION DEVICE/CODE. YOU ARE SOLELY RESPONSIBLE FOR SAFEGUARDING THE SOFTWARE PRODUCT AND ANY COPY PROTECTION DEVICE/CODE FROM LOSS OR THEFT AND PROTECTING YOUR INVESTMENT THROUGH INSURANCE OR OTHERWISE. LICENSEE AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND AI AND ITS SUPPLIERS FROM ANY COST, LOSS, LIABILITY, OR EXPENSE, INCLUDING COURT COSTS AND REASONABLE FEES FOR ATTORNEYS OR OTHER PROFESSIONALS, ARISING OUT OF, OR RESULTING FROM, ANY CLAIM OR DEMAND BROUGHT AGAINST AI, ITS SUPPLIERS OR ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR AGENTS BY THE LICENSEE OR A THIRD PARTY ARISING FROM OR RELATING TO THIS AGREEMENT,WHETHER IN CONJUNCTION WITH CONTRACT, STRICT LIABILITY, TORT OR OTHERWISE, AND EVEN IF BUYER’S EXCLUSIVE REMEDY FAILS OF ITS ESSENTIAL PURPOSE, SHALL IN NO EVENT EXCEED IN THE AGGREGATE THE TOTAL PURCHASE PRICE RECEIVED BY SELLER FOR THE PRODUCTS (OR, IN THE CASE OF OBLIGATIONS ARISING FROM OR RELATING TO PARTICULAR PRODUCTS OR SERVICES RENDERED IN CONNECTION HEREWITH, THE PURCHASE PRICE OF SUCH PRODUCTS OR AMOUNT RECEIVED BY SELLER FOR SUCH SERVICES, RESPECTIVELY), AND (B) SELLER SHALL IN NO EVENT BE LIABLE TO BUYER OR ANY PROCUREMENTOTHER PERSON OR ENTITY, INSTALLATIONWHETHER IN CONTRACT, UTILIZATIONSTRICT LIABILITY, REDEPLOYMENT TORT OR DISPOSAL OTHERWISE, FOR SPECIAL, CONSEQUENTIAL INDIRECT OR INCIDENTAL DAMAGES OF THE SOFTWARE PRODUCTANY KIND WHATSOEVER, OR CLAIMS OF ANY THIRD PARTIES. By accepting delivery of the Products ordered, Xxxxx agrees that it indemnifies and holds harmless Seller from and against all claims, loss, damage and liability, including without limitation for personal injury, property damage or commercial loss of whatever kind, directly or indirectly arising from or relating to the hazards inherent in Buyer’s facilities or activities.

LIMITATION OF LIABILITY AND INDEMNITY. In no event shall AI or its suppliers be liable in any way for indirectTO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, specialTHE ENTIRE LIABILITY OF INTUIT, consequentialITS AFFILIATES AND SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SOFTWARE DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, or incidental damages or loss of any kind INTUIT, ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (including without limitationA) INDIRECT, lost profitsSPECIAL, liability or injury to third personsINCIDENTAL, loss of dataPUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, cost of coverTHE INTERNET, whether foreseeable or notELECTRONIC COMMUNICATIONS, regardless of whether AI or its suppliers have been advised of the possibility of such damages) arising as a result of licensee’s use or inability to use the Software. You acknowledge that the license fee reflects the allocation of risks between us. AI SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER ARISING FROM CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET INTUIT SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF INTUIT AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF INTUIT, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SOFTWARE PRODUCT OR OF ANY COPY PROTECTION DEVICE/CODE WITH WHICH THE SOFTWARE PRODUCT IS SUPPLIED. SPECIFICALLY, AI SHALL NOT BE OBLIGATED TO REPLACE ANY LOST OR STOLEN SOFTWARE PRODUCT OR COPY PROTECTION DEVICE/CODE. YOU ARE SOLELY RESPONSIBLE FOR SAFEGUARDING THE SOFTWARE PRODUCT AND ANY COPY PROTECTION DEVICE/CODE FROM LOSS OR THEFT AND PROTECTING YOUR INVESTMENT THROUGH INSURANCE OR OTHERWISE. LICENSEE AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND AI AND ITS SUPPLIERS FROM ANY COSTUSE. You agree to indemnify and hold Intuit and its affiliates and Suppliers harmless from any and all claims, LOSSliability and expenses, LIABILITYincluding reasonable attorneys' fees and costs, OR EXPENSEarising out of your use of the Software or breach of this Agreement (collectively referred to as "Claims"). Intuit reserves the right, INCLUDING COURT COSTS AND REASONABLE FEES FOR ATTORNEYS OR OTHER PROFESSIONALSin its sole discretion and at its own expense, ARISING OUT OF, OR RESULTING FROM, ANY CLAIM OR DEMAND BROUGHT AGAINST AI, ITS SUPPLIERS OR ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR AGENTS BY THE LICENSEE OR A THIRD PARTY ARISING FROM OR IN CONJUNCTION WITH ANY PROCUREMENT, INSTALLATION, UTILIZATION, REDEPLOYMENT OR DISPOSAL OF THE SOFTWARE PRODUCTto assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by Intuit in the defense of any Claims.

LIMITATION OF LIABILITY AND INDEMNITY. In no event shall AI or its suppliers be liable in any way for indirectTO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, specialTHE ENTIRE LIABILITY OF INTUIT, consequentialAND ITS AFFILIATES AND SUPPLIERS FOR ALL MATTERS OR CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SOFTWARE DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, or incidental damages or loss of any kind INTUIT AND ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (including without limitationA) INDIRECT, lost profitsSPECIAL, liability or injury to third personsINCIDENTAL, loss of dataPUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, cost of coverTHE INTERNET, whether foreseeable or notELECTRONIC COMMUNICATIONS, regardless of whether AI or its suppliers have been advised of the possibility of such damages) arising as a result of licensee’s use or inability to use the Software. You acknowledge that the license fee reflects the allocation of risks between us. AI SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER ARISING FROM CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET INTUIT SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF INTUIT AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF INTUIT, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITHRESPECT TO THE SOFTWARE PRODUCT OR OF ANY COPY PROTECTION DEVICE/CODE WITH WHICH THE SOFTWARE PRODUCT IS SUPPLIED. SPECIFICALLY, AI SHALL NOT BE OBLIGATED TO REPLACE ANY LOST OR STOLEN SOFTWARE PRODUCT OR COPY PROTECTION DEVICE/CODE. YOU ARE SOLELY RESPONSIBLE FOR SAFEGUARDING THE SOFTWARE PRODUCT AND ANY COPY PROTECTION DEVICE/CODE FROM LOSS OR THEFT AND PROTECTING YOUR INVESTMENT THROUGH INSURANCE OR OTHERWISE. LICENSEE AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND AI AND ITS SUPPLIERS FROM ANY COSTUSE. You agree to indemnify and hold Intuit and its Affiliates and Suppliers harmless from any and all claims, LOSSliability and expenses, LIABILITYincluding reasonable attorneys' fees and costs, OR EXPENSEarising out of your use of the Software or breach of this Agreement (collectively referred to as "Claims"). Intuit reserves the right, INCLUDING COURT COSTS AND REASONABLE FEES FOR ATTORNEYS OR OTHER PROFESSIONALSin its sole discretion and at its own expense, ARISING OUT OF, OR RESULTING FROM, ANY CLAIM OR DEMAND BROUGHT AGAINST AI, ITS SUPPLIERS OR ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR AGENTS BY THE LICENSEE OR A THIRD PARTY ARISING FROM OR IN CONJUNCTION WITH ANY PROCUREMENT, INSTALLATION, UTILIZATION, REDEPLOYMENT OR DISPOSAL OF THE SOFTWARE PRODUCTto assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by Intuit in the defense of any Claims.

LIMITATION OF LIABILITY AND INDEMNITY. In no event shall AI or its suppliers be liable in any way for indirectNOTWITHSTANDING ANY OTHER PROVISION HEREIN OR IN ANY OTHER DOCUMENT OR COMMUNICATION, special, consequential, or incidental damages or loss of any kind (including without limitation, lost profits, liability or injury to third persons, loss of data, cost of cover, whether foreseeable or not, regardless of whether AI or its suppliers have been advised of the possibility of such damagesA) arising as a result of licensee’s use or inability to use the Software. You acknowledge that the license fee reflects the allocation of risks between us. AI SHALL HAVE NO RESPONSIBILITY SELLER’S LIABILITY AND OBLIGATIONS WITH RESPECT TO ANY CLAIM(S) RESULTING OR LIABILITY WHATSOEVER ARISING FROM LOSS OR THEFT OF THE SOFTWARE PRODUCT OR OF ANY COPY PROTECTION DEVICE/CODE WITH WHICH THE SOFTWARE PRODUCT IS SUPPLIED. SPECIFICALLY, AI SHALL NOT BE OBLIGATED TO REPLACE ANY LOST OR STOLEN SOFTWARE PRODUCT OR COPY PROTECTION DEVICE/CODE. YOU ARE SOLELY RESPONSIBLE FOR SAFEGUARDING THE SOFTWARE PRODUCT AND ANY COPY PROTECTION DEVICE/CODE FROM LOSS OR THEFT AND PROTECTING YOUR INVESTMENT THROUGH INSURANCE OR OTHERWISE. LICENSEE AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND AI AND ITS SUPPLIERS FROM ANY COST, LOSS, LIABILITY, OR EXPENSE, INCLUDING COURT COSTS AND REASONABLE FEES FOR ATTORNEYS OR OTHER PROFESSIONALS, ARISING OUT OF, OR RESULTING FROM, ANY CLAIM OR DEMAND BROUGHT AGAINST AI, ITS SUPPLIERS OR ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR AGENTS BY THE LICENSEE OR A THIRD PARTY ARISING FROM OR RELATING TO THIS AGREEMENT, WHETHER IN CONJUNCTION WITH CONTRACT, STRICT LIABILITY, TORT OR OTHERWISE, AND EVEN IF BUYER’S EXCLUSIVE REMEDY FAILS OF ITS ESSENTIAL PURPOSE, SHALL IN NO EVENT EXCEED IN THE AGGREGATE THE TOTAL PURCHASE PRICE RECEIVED BY SELLER FOR THE PRODUCTS (OR, IN THE CASE OF OBLIGATIONS ARISING FROM OR RELATING TO PARTICULAR PRODUCTS OR SERVICES RENDERED IN CONNECTION HEREWITH, THE PURCHASE PRICE OF SUCH PRODUCTS OR AMOUNT RECEIVED BY SELLER FOR SUCH SERVICES, RESPECTIVELY), AND (B) SELLER SHALL IN NO EVENT BE LIABLE TO BUYER OR ANY PROCUREMENTOTHER PERSON OR ENTITY, INSTALLATIONWHETHER IN CONTRACT, UTILIZATIONSTRICT LIABILITY, REDEPLOYMENT TORT OR DISPOSAL OTHERWISE, FOR SPECIAL, CONSEQUENTIAL INDIRECT OR INCIDENTAL DAMAGES OF THE SOFTWARE PRODUCTANY KIND WHATSOEVER, OR CLAIMS OF ANY THIRD PARTIES. By accepting delivery of the Products ordered, Buyer agrees that it indemnifies and holds harmless Seller from and against all claims, loss, damage and liability, including without limitation for personal injury, property damage or commercial loss of whatever kind, directly or indirectly arising from or relating to the hazards inherent in Buyer’s facilities or activities.

LIMITATION OF LIABILITY AND INDEMNITY. In no event Notwithstanding any provision of the Primary Lease to the contrary, neither Landlord nor the Sublessor shall AI be liable to Sublessee, or any of its agents, employees, servants or invitees, for any damage to persons or property due to the condition or design or any defect in the Building or its suppliers be liable in any way for indirectmechanical systems which may exist or subsequently occur, specialand Sublessee with respect to itself and its agents, consequentialemployees, servants and invitees, expressly assumes all risks and damage to persons and property, either proximate or incidental damages or loss of any kind (including without limitationremote, lost profits, liability or injury to third persons, loss of data, cost of cover, whether foreseeable or not, regardless of whether AI or its suppliers have been advised by the reason of the possibility present or future condition of such damages) arising the Subleased Premises or the Building. All indemnification, hold harmless and release provisions contained in the Primary Lease running to the benefit of Landlord are incorporated herein by reference with respect to the Subleased Premises for the benefit of Sublessor as a result of licensee’s use or inability to use if Sublessor was the Software"Landlord" and Sublessee was the "Tenant" under the Primary Lease. You acknowledge that the license fee reflects the allocation of risks between us. AI FURTHERMORE, NEITHER SUBLESSOR NOR LANDLORD SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER ARISING FROM LOSS OR THEFT OF THE SOFTWARE PRODUCT OR OF ANY COPY PROTECTION DEVICE/CODE WITH WHICH THE SOFTWARE PRODUCT IS SUPPLIED. SPECIFICALLY, AI SHALL NOT BE OBLIGATED LIABLE TO REPLACE ANY LOST OR STOLEN SOFTWARE PRODUCT OR COPY PROTECTION DEVICE/CODE. YOU ARE SOLELY RESPONSIBLE FOR SAFEGUARDING THE SOFTWARE PRODUCT AND ANY COPY PROTECTION DEVICE/CODE FROM LOSS OR THEFT AND PROTECTING YOUR INVESTMENT THROUGH INSURANCE OR OTHERWISE. LICENSEE AGREES TO INDEMNIFY, HOLD HARMLESSSUBLESSEE FOR, AND DEFEND AI UNLESS CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUBLESSOR, SUBLESSEE SHALL SAVE SUBLESSOR AND ITS SUPPLIERS LANDLORD HARMLESS FROM AND AGAINST, ANY AND ALL LOSS, COST, LOSS, LIABILITY, OR CLAIM, DAMAGE AND EXPENSE, INCLUDING COURT COSTS INCLUDING, WITHOUT LIMITATION, REASONABLE COUNSEL FEES, PENALTIES AND REASONABLE FEES FINES INCURRED IN CONNECTION WITH OR ARISING FROM ANY INJURY OR DAMAGE TO SUBLESSEE OR TO ANY OTHER PERSON OR FOR ATTORNEYS ANY DAMAGE TO, OR OTHER PROFESSIONALS, ARISING OUT LOSS (BY THEFT OR OTHERWISE) OF, ANY OF SUBLESSEE'S PROPERTY AND/OR OF THE PROPERTY OF ANY OTHER PERSON, CAUSED BY OR RESULTING FROMFROM ANY ACT OR OMISSION OF SUBLESSEE, ITS EMPLOYEES, AGENTS, CONTRACTORS AND INVITEES. SUBLESSEE AGREES TO INDEMNIFY AND SAVE SUBLESSOR AND LANDLORD HARMLESS FROM AND AGAINST ALL LOSS, COST, LIABILITY, CLAIMS, DAMAGE AND EXPENSE (INCLUDING, WITHOUT LIMITATION, REASONABLE COUNSEL FEES), PENALTIES AND FINES, INCURRED IN CONNECTION WITH OR ARISING FROM (A) ANY CLAIM DEFAULT BY SUBLESSEE IN THE OBSERVANCE OR DEMAND PERFORMANCE OF ANY OF THE TERMS, COVENANTS OR CONDITIONS OF THIS SUBLEASE, OR (B) THE USE OR OCCUPANCY OR MANNER OF USE OR OCCUPANCY OF THE SUBLEASED PREMISES BY SUBLESSEE OR ANY PERSON CLAIMING THROUGH OR UNDER SUBLESSEE, OR (C) ANY ACTS, OMISSIONS OR NEGLIGENCE OF SUBLESSEE, ITS EMPLOYEES, AGENTS, CONTRACTORS AND INVITEES. IF ANY ACTION OR PROCEEDING SHALL BE BROUGHT AGAINST AISUBLESSOR OR LANDLORD BY REASON OF ANY SUCH CLAIM, ITS SUPPLIERS SUBLESSEE, UPON NOTICE FROM SUBLESSOR OR ITS AFFILIATESLANDLORD, DIRECTORSAS THE CASE MAY BE, EMPLOYEESAGREES TO RESIST OR DEFEND SUCH ACTION OR PROCEEDING AND TO EMPLOY COUNSEL THEREFORE REASONABLY SATISFACTORY TO SUBLESSOR OR LANDLORD, AS THE CASE MAY BE. SUBLESSEE SHALL PAY TO SUBLESSOR AND/OR AGENTS LANDLORD AS THE CASE MAY BE, ON DEMAND, ALL REASONABLE SUMS WHICH MAY BE OWING TO SUBLESSOR OR LANDLORD BY THE LICENSEE OR A THIRD PARTY ARISING FROM OR IN CONJUNCTION WITH ANY PROCUREMENT, INSTALLATION, UTILIZATION, REDEPLOYMENT OR DISPOSAL REASON OF THE SOFTWARE PRODUCTPROVISIONS OF THIS PARAGRAPH. SUBLESSEE'S OBLIGATIONS UNDER THIS PARAGRAPH SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THIS SUBLEASE.

LIMITATION OF LIABILITY AND INDEMNITY. In no event shall AI or its suppliers be liable in any way for indirectTO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, specialTHE ENTIRE LIABILITY OF EAL, consequentialITS AFFILIATES AND SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SOFTWARE DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, or incidental damages or loss of any kind EAL, ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (including without limitationA) INDIRECT, lost profitsSPECIAL, liability or injury to third personsINCIDENTAL, loss of dataPUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, cost of coverTHE INTERNET, whether foreseeable or notELECTRONIC COMMUNICATIONS, regardless of whether AI or its suppliers have been advised of the possibility of such damages) arising as a result of licensee’s use or inability to use the Software. You acknowledge that the license fee reflects the allocation of risks between us. AI SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER ARISING FROM CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET EAL SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF EAL AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF EAL, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SOFTWARE PRODUCT OR OF ANY COPY PROTECTION DEVICE/CODE WITH WHICH THE SOFTWARE PRODUCT IS SUPPLIED. SPECIFICALLY, AI SHALL NOT BE OBLIGATED TO REPLACE ANY LOST OR STOLEN SOFTWARE PRODUCT OR COPY PROTECTION DEVICE/CODE. YOU ARE SOLELY RESPONSIBLE FOR SAFEGUARDING THE SOFTWARE PRODUCT AND ANY COPY PROTECTION DEVICE/CODE FROM LOSS OR THEFT AND PROTECTING YOUR INVESTMENT THROUGH INSURANCE OR OTHERWISE. LICENSEE AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND AI AND ITS SUPPLIERS FROM ANY COSTUSE. You agree to indemnify and hold EAL and its Affiliates and Suppliers harmless from any and all claims, LOSSliability and expenses, LIABILITYincluding reasonable attorneys' fees and costs, OR EXPENSEarising out of your use of the Software or breach of this Agreement (collectively referred to as "Claims"). EAL reserves the right, INCLUDING COURT COSTS AND REASONABLE FEES FOR ATTORNEYS OR OTHER PROFESSIONALSin its sole discretion and at its own expense, ARISING OUT OF, OR RESULTING FROM, ANY CLAIM OR DEMAND BROUGHT AGAINST AI, ITS SUPPLIERS OR ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR AGENTS BY THE LICENSEE OR A THIRD PARTY ARISING FROM OR IN CONJUNCTION WITH ANY PROCUREMENT, INSTALLATION, UTILIZATION, REDEPLOYMENT OR DISPOSAL OF THE SOFTWARE PRODUCTto assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by EAL in the defense of any Claims.

LIMITATION OF LIABILITY AND INDEMNITY. In no event shall AI or its suppliers be liable in any way for indirectTO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, specialTHE ENTIRE LIABILITY OF HOMETRAC, consequentialITS AFFILIATES AND SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, or incidental damages or loss of any kind HOMETRAC, ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (including without limitationA) INDIRECT, lost profitsSPECIAL, liability or injury to third personsINCIDENTAL, loss of dataPUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, cost of coverTHE INTERNET, whether foreseeable or notELECTRONIC COMMUNICATIONS, regardless of whether AI or its suppliers have been advised of the possibility of such damages) arising as a result of licensee’s use or inability to use the Software. You acknowledge that the license fee reflects the allocation of risks between us. AI SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER ARISING FROM CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET HOMETRAC SYSTEMS REQUIREMENTS. THE SOFTWARE PRODUCT OR ABOVE LIMITATIONS APPLY EVEN IF HOMETRAC AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF ANY COPY PROTECTION DEVICE/CODE THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF HOMETRAC, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH WHICH RESPECT TO THE SOFTWARE PRODUCT IS SUPPLIEDSERVICES AND ITS USE. SPECIFICALLYYou agree to indemnify and hold HomeTrac and its Affiliates and Suppliers harmless from any and all claims, AI liability and expenses, including reasonable attorneys' fees and costs, arising out of your use of the Services or breach of this Agreement (collectively referred to as "Claims") or infringement by any other user of your account, of any intellectual property or other right of anyone. HomeTrac reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by HomeTrac in the defense of any Claims. HOMETRAC SHALL NOT BE OBLIGATED LIABLE FOR ANY DEFAULT OR DELAY IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT TO REPLACE ANY LOST THE EXTENT ITS PERFORMANCE IS DELAYED OR STOLEN SOFTWARE PRODUCT PREVENTED DUE TO CAUSES BEYOND ITS REASONABLE CONTROL, SUCH AS ACTS OF GOD, NATURAL DISASTERS, TERRORIST ACTS, WAR OR COPY PROTECTION DEVICE/CODE. YOU ARE SOLELY RESPONSIBLE FOR SAFEGUARDING OTHER HOSTILITIES, LABOR DISPUTES, CIVIL DISTURBANCES, THE SOFTWARE PRODUCT AND ANY COPY PROTECTION DEVICE/CODE FROM LOSS ACTIONS OR THEFT AND PROTECTING YOUR INVESTMENT THROUGH INSURANCE OMISSIONS OF THIRD PARTIES, ELECTRICAL OR OTHERWISE. LICENSEE AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND AI AND ITS SUPPLIERS FROM ANY COST, LOSS, LIABILITYCOMMUNICATION SYSTEM FAILURES, OR EXPENSE, INCLUDING COURT COSTS AND REASONABLE FEES FOR ATTORNEYS OR OTHER PROFESSIONALS, ARISING OUT OF, OR RESULTING FROM, ANY CLAIM OR DEMAND BROUGHT AGAINST AI, ITS SUPPLIERS OR ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR AGENTS BY THE LICENSEE OR A THIRD PARTY ARISING FROM OR IN CONJUNCTION WITH ANY PROCUREMENT, INSTALLATION, UTILIZATION, REDEPLOYMENT OR DISPOSAL OF THE SOFTWARE PRODUCTGOVERNMENTAL ACTION.

LIMITATION OF LIABILITY AND INDEMNITY. In no event shall AI or its suppliers be liable in any way for indirectTO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, specialTHE ENTIRE LIABILITY OF PETRASOFT, consequentialITS AFFILIATES AND SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, or incidental damages or loss of any kind PETRASOFT, ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (including without limitationA) INDIRECT, lost profitsSPECIAL, liability or injury to third personsINCIDENTAL, loss of dataPUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, cost of coverTHE INTERNET, whether foreseeable or notELECTRONIC COMMUNICATIONS, regardless of whether AI or its suppliers have been advised of the possibility of such damages) arising as a result of licensee’s use or inability to use the Software. You acknowledge that the license fee reflects the allocation of risks between us. AI SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER ARISING FROM CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET PETRASOFT SYSTEMS REQUIREMENTS. THE SOFTWARE PRODUCT OR OF ANY COPY PROTECTION DEVICE/CODE WITH WHICH THE SOFTWARE PRODUCT IS SUPPLIED. SPECIFICALLY, AI SHALL NOT BE OBLIGATED TO REPLACE ANY LOST OR STOLEN SOFTWARE PRODUCT OR COPY PROTECTION DEVICE/CODE. YOU ARE SOLELY RESPONSIBLE FOR SAFEGUARDING THE SOFTWARE PRODUCT AND ANY COPY PROTECTION DEVICE/CODE FROM LOSS OR THEFT AND PROTECTING YOUR INVESTMENT THROUGH INSURANCE OR OTHERWISE. LICENSEE AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND AI ABOVE LIMITATIONS APPLY EVEN IF PETRASOFT AND ITS AFFILIATES AND SUPPLIERS FROM ANY COST, LOSS, LIABILITY, OR EXPENSE, INCLUDING COURT COSTS AND REASONABLE FEES FOR ATTORNEYS OR OTHER PROFESSIONALS, ARISING OUT OF, OR RESULTING FROM, ANY CLAIM OR DEMAND BROUGHT AGAINST AIHAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF PETRASOFT, ITS SUPPLIERS OR AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ITS AFFILIATESUSE. You agree to indemnify and hold Petrasoft and its affiliates and Suppliers harmless from any and all claims, DIRECTORSliability and expenses, EMPLOYEESincluding reasonable attorneys' fees and costs, OR AGENTS BY THE LICENSEE OR A THIRD PARTY ARISING FROM OR IN CONJUNCTION WITH ANY PROCUREMENTarising out of your use of the Services or breach of this Agreement (collectively referred to as "Claims"). Petrasoft reserves the right, INSTALLATIONin its sole discretion and at its own expense, UTILIZATION, REDEPLOYMENT OR DISPOSAL OF THE SOFTWARE PRODUCTto assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by Petrasoft in the defense of any Claims.

LIMITATION OF LIABILITY AND INDEMNITY. In no event shall AI or its suppliers be liable in any way for indirectTO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, specialTHE ENTIRE LIABILITY OF INDIGO OLIVE SOFTWARE INC, consequentialAND ITS AFFILIATES AND SUPPLIERS FOR ALL MATTERS OR CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SOFTWARE DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM AND NOT SUBJECT TO LIVEQR OR OTHER CODES PRODUCED. SUBJECT TO APPLICABLE LAW, or incidental damages or loss of any kind INDIGO OLIVE SOFTWARE INC AND ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (including without limitationA) INDIRECT, lost profitsSPECIAL, liability or injury to third personsINCIDENTAL, loss of dataPUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, cost of coverTHE INTERNET, whether foreseeable or notELECTRONIC COMMUNICATIONS, regardless of whether AI or its suppliers have been advised of the possibility of such damages) arising as a result of licensee’s use or inability to use the Software. You acknowledge that the license fee reflects the allocation of risks between us. AI SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER ARISING FROM CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET INDIGO OLIVE SOFTWARE INC SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF INDIGO OLIVE SOFTWARE INC AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF INDIGO OLIVE SOFTWARE INC, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SOFTWARE PRODUCT OR OF ANY COPY PROTECTION DEVICE/CODE WITH WHICH THE SOFTWARE PRODUCT IS SUPPLIED. SPECIFICALLY, AI SHALL NOT BE OBLIGATED TO REPLACE ANY LOST OR STOLEN SOFTWARE PRODUCT OR COPY PROTECTION DEVICE/CODE. YOU ARE SOLELY RESPONSIBLE FOR SAFEGUARDING THE SOFTWARE PRODUCT AND ANY COPY PROTECTION DEVICE/CODE FROM LOSS OR THEFT AND PROTECTING YOUR INVESTMENT THROUGH INSURANCE OR OTHERWISE. LICENSEE AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND AI AND ITS SUPPLIERS FROM ANY COSTUSE. You agree to indemnify and hold Indigo Olive Software, LOSSInc and its Affiliates and Suppliers harmless from any and all claims, LIABILITYliability and expenses, OR EXPENSEincluding reasonable attorneys’ fees and costs, INCLUDING COURT COSTS AND REASONABLE FEES FOR ATTORNEYS OR OTHER PROFESSIONALSarising out of your use of the Software or breach of this Agreement (collectively referred to as “Claims”). Indigo Olive Software, ARISING OUT OFInc reserves the right, OR RESULTING FROMin its sole discretion and at its own expense, ANY CLAIM OR DEMAND BROUGHT AGAINST AIto assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by Indigo Olive Software, ITS SUPPLIERS OR ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR AGENTS BY THE LICENSEE OR A THIRD PARTY ARISING FROM OR IN CONJUNCTION WITH ANY PROCUREMENT, INSTALLATION, UTILIZATION, REDEPLOYMENT OR DISPOSAL OF THE SOFTWARE PRODUCTInc in the defense of any Claims.

LIMITATION OF LIABILITY AND INDEMNITY. In no event shall AI or its suppliers be liable in any way for indirectTO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, specialTHE ENTIRE LIABILITY OF AVENGERSOFT, consequentialITS AFFILIATES AND SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, or incidental damages or loss of any kind AVENGERSOFT, ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (including without limitationA) INDIRECT, lost profitsSPECIAL, liability or injury to third personsINCIDENTAL, loss of dataPUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, cost of coverTHE INTERNET, whether foreseeable or notELECTRONIC COMMUNICATIONS, regardless of whether AI or its suppliers have been advised of the possibility of such damages) arising as a result of licensee’s use or inability to use the Software. You acknowledge that the license fee reflects the allocation of risks between us. AI SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER ARISING FROM CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET AVENGERSOFT SYSTEMS REQUIREMENTS. THE SOFTWARE PRODUCT OR OF ANY COPY PROTECTION DEVICE/CODE WITH WHICH THE SOFTWARE PRODUCT IS SUPPLIED. SPECIFICALLY, AI SHALL NOT BE OBLIGATED TO REPLACE ANY LOST OR STOLEN SOFTWARE PRODUCT OR COPY PROTECTION DEVICE/CODE. YOU ARE SOLELY RESPONSIBLE FOR SAFEGUARDING THE SOFTWARE PRODUCT AND ANY COPY PROTECTION DEVICE/CODE FROM LOSS OR THEFT AND PROTECTING YOUR INVESTMENT THROUGH INSURANCE OR OTHERWISE. LICENSEE AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND AI ABOVE LIMITATIONS APPLY EVEN IF AVENGERSOFT AND ITS AFFILIATES AND SUPPLIERS FROM ANY COST, LOSS, LIABILITY, OR EXPENSE, INCLUDING COURT COSTS AND REASONABLE FEES FOR ATTORNEYS OR OTHER PROFESSIONALS, ARISING OUT OF, OR RESULTING FROM, ANY CLAIM OR DEMAND BROUGHT AGAINST AIHAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF AVENGERSOFT, ITS SUPPLIERS OR AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ITS AFFILIATESUSE. You agree to indemnify and hold Avengersoft and its Affiliates and Suppliers harmless from any and all claims, DIRECTORSliability and expenses, EMPLOYEESincluding reasonable attorneys' fees and costs, OR AGENTS BY THE LICENSEE OR A THIRD PARTY ARISING FROM OR IN CONJUNCTION WITH ANY PROCUREMENTarising out of your use of the Services or breach of this Agreement (collectively referred to as "Claims"). Avengersoft reserves the right, INSTALLATIONin its sole discretion and at its own expense, UTILIZATION, REDEPLOYMENT OR DISPOSAL OF THE SOFTWARE PRODUCTto assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by Avengersoft in the defense of any Claims.

LIMITATION OF LIABILITY AND INDEMNITY. In no event shall AI or its suppliers be liable in any way for indirectTO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, specialTHE ENTIRE LIABILITY OF INTUIT, consequentialITS AFFILIATES AND SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SOFTWARE DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, or incidental damages or loss of any kind INTUIT, ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (including without limitationA) INDIRECT, lost profitsSPECIAL, liability or injury to third personsINCIDENTAL, loss of dataPUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, cost of coverTHE INTERNET, whether foreseeable or notELECTRONIC COMMUNICATIONS, regardless of whether AI or its suppliers have been advised of the possibility of such damages) arising as a result of licensee’s use or inability to use the Software. You acknowledge that the license fee reflects the allocation of risks between us. AI SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER ARISING FROM CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET INTUIT SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF INTUIT AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF INTUIT, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SOFTWARE PRODUCT OR OF ANY COPY PROTECTION DEVICE/CODE WITH WHICH THE SOFTWARE PRODUCT IS SUPPLIED. SPECIFICALLY, AI SHALL NOT BE OBLIGATED TO REPLACE ANY LOST OR STOLEN SOFTWARE PRODUCT OR COPY PROTECTION DEVICE/CODE. YOU ARE SOLELY RESPONSIBLE FOR SAFEGUARDING THE SOFTWARE PRODUCT AND ANY COPY PROTECTION DEVICE/CODE FROM LOSS OR THEFT AND PROTECTING YOUR INVESTMENT THROUGH INSURANCE OR OTHERWISE. LICENSEE AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND AI AND ITS SUPPLIERS FROM ANY COSTUSE. You agree to indemnify and hold Intuit and its affiliates and Suppliers harmless from any and all claims, LOSSliability and expenses, LIABILITYincluding reasonable attorneys' fees and costs, OR EXPENSEarising out of your use of the Software or breach of this Agreement (collectively referred to as "Claims"). Intuit reserves the right, INCLUDING COURT COSTS AND REASONABLE FEES FOR ATTORNEYS OR OTHER PROFESSIONALSin its sole discretion and at its own expense, ARISING OUT OF, OR RESULTING FROM, ANY CLAIM OR DEMAND BROUGHT AGAINST AI, ITS SUPPLIERS OR ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR AGENTS BY THE LICENSEE OR A THIRD PARTY ARISING FROM OR IN CONJUNCTION WITH ANY PROCUREMENT, INSTALLATION, UTILIZATION, REDEPLOYMENT OR DISPOSAL OF THE SOFTWARE PRODUCTto assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by Intuit in the defense of any Claims. 9.

LIMITATION OF LIABILITY AND INDEMNITY. In no event shall AI or its suppliers be liable in any way for indirectTO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, specialTHE ENTIRE LIABILITY OF INTUIT, consequentialITS AFFILIATES AND SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, or incidental damages or loss of any kind INTUIT, ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (including without limitationA) INDIRECT, lost profitsSPECIAL, liability or injury to third personsINCIDENTAL, loss of dataPUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, cost of coverTHE INTERNET, whether foreseeable or notELECTRONIC COMMUNICATIONS, regardless of whether AI or its suppliers have been advised of the possibility of such damages) arising as a result of licensee’s use or inability to use the Software. You acknowledge that the license fee reflects the allocation of risks between us. AI SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER ARISING FROM CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET INTUIT SYSTEMS REQUIREMENTS. THE SOFTWARE PRODUCT OR OF ANY COPY PROTECTION DEVICE/CODE WITH WHICH THE SOFTWARE PRODUCT IS SUPPLIED. SPECIFICALLY, AI SHALL NOT BE OBLIGATED TO REPLACE ANY LOST OR STOLEN SOFTWARE PRODUCT OR COPY PROTECTION DEVICE/CODE. YOU ARE SOLELY RESPONSIBLE FOR SAFEGUARDING THE SOFTWARE PRODUCT AND ANY COPY PROTECTION DEVICE/CODE FROM LOSS OR THEFT AND PROTECTING YOUR INVESTMENT THROUGH INSURANCE OR OTHERWISE. LICENSEE AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND AI ABOVE LIMITATIONS APPLY EVEN IF INTUIT AND ITS AFFILIATES AND SUPPLIERS FROM ANY COST, LOSS, LIABILITY, OR EXPENSE, INCLUDING COURT COSTS AND REASONABLE FEES FOR ATTORNEYS OR OTHER PROFESSIONALS, ARISING OUT OF, OR RESULTING FROM, ANY CLAIM OR DEMAND BROUGHT AGAINST AIHAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF INTUIT, ITS SUPPLIERS OR AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ITS AFFILIATESUSE. You agree to indemnify and hold Intuit and its Affiliates and Suppliers harmless from any and all claims, DIRECTORSliability and expenses, EMPLOYEESincluding reasonable attorneys' fees and costs, OR AGENTS BY THE LICENSEE OR A THIRD PARTY ARISING FROM OR IN CONJUNCTION WITH ANY PROCUREMENTarising out of your use of the Services or breach of this Agreement (collectively referred to as "Claims"). Intuit reserves the right, INSTALLATIONin its sole discretion and at its own expense, UTILIZATION, REDEPLOYMENT OR DISPOSAL OF THE SOFTWARE PRODUCTto assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by Intuit in the defense of any Claims.

LIMITATION OF LIABILITY AND INDEMNITY. In no event shall AI or its suppliers be liable in any way for indirect10. 责任限制和赔偿 NOTWITHSTANDING ANY OTHER PROVISION HEREIN OR IN ANY OTHER DOCUMENT OR COMMUNICATION, special, consequential, or incidental damages or loss of any kind (including without limitation, lost profits, liability or injury to third persons, loss of data, cost of cover, whether foreseeable or not, regardless of whether AI or its suppliers have been advised of the possibility of such damagesA) arising as a result of licensee’s use or inability to use the Software. You acknowledge that the license fee reflects the allocation of risks between us. AI SHALL HAVE NO RESPONSIBILITY SELLER’S LIABILITY AND OBLIGATIONS WITH RESPECT TO ANY CLAIM(S) RESULTING OR LIABILITY WHATSOEVER ARISING FROM LOSS OR THEFT OF THE SOFTWARE PRODUCT OR OF ANY COPY PROTECTION DEVICE/CODE WITH WHICH THE SOFTWARE PRODUCT IS SUPPLIED. SPECIFICALLY, AI SHALL NOT BE OBLIGATED TO REPLACE ANY LOST OR STOLEN SOFTWARE PRODUCT OR COPY PROTECTION DEVICE/CODE. YOU ARE SOLELY RESPONSIBLE FOR SAFEGUARDING THE SOFTWARE PRODUCT AND ANY COPY PROTECTION DEVICE/CODE FROM LOSS OR THEFT AND PROTECTING YOUR INVESTMENT THROUGH INSURANCE OR OTHERWISE. LICENSEE AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND AI AND ITS SUPPLIERS FROM ANY COST, LOSS, LIABILITY, OR EXPENSE, INCLUDING COURT COSTS AND REASONABLE FEES FOR ATTORNEYS OR OTHER PROFESSIONALS, ARISING OUT OF, OR RESULTING FROM, ANY CLAIM OR DEMAND BROUGHT AGAINST AI, ITS SUPPLIERS OR ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR AGENTS BY THE LICENSEE OR A THIRD PARTY ARISING FROM OR RELATING TO THIS AGREEMENT,WHETHER IN CONJUNCTION WITH CONTRACT, STRICT LIABILITY, TORT OR OTHERWISE, AND EVEN IF BUYER’S EXCLUSIVE REMEDY FAILS OF ITS ESSENTIAL PURPOSE, SHALL IN NO EVENT EXCEED IN THE AGGREGATE THE TOTAL PURCHASE PRICE RECEIVED BY SELLER FOR THE PRODUCTS (OR, IN THE CASE OF OBLIGATIONS ARISING FROM OR RELATING TO PARTICULAR PRODUCTS OR SERVICES RENDERED IN CONNECTION HEREWITH, THE PURCHASE PRICE OF SUCH PRODUCTS OR AMOUNT RECEIVED BY SELLER FOR SUCH SERVICES, RESPECTIVELY), AND (B) SELLER SHALL IN NO EVENT BE LIABLE TO BUYER OR ANY PROCUREMENTOTHER PERSON OR ENTITY, INSTALLATIONWHETHER IN CONTRACT, UTILIZATIONSTRICT LIABILITY, REDEPLOYMENT TORT OR DISPOSAL OTHERWISE, FOR SPECIAL, CONSEQUENTIAL INDIRECT OR INCIDENTAL DAMAGES OF THE SOFTWARE PRODUCT.ANY KIND WHATSOEVER, OR CLAIMS OF ANY THIRD PARTIES. By accepting delivery of the Products ordered, Xxxxx agrees that it indemnifies and holds harmless Seller from and against all claims, loss, damage and liability, including without limitation for personal injury, property damage or commercial loss of whatever kind, directly or indirectly arising from or relating to the hazards inherent in Buyer’s facilities or activities. 尽管本协议其他条款或任何其他文件或通信有其他规定，（a）卖方对于由本协议所导致或引起的、或与本协议有关的任何索赔所承担的责任及义务，无论是违约责任、严格赔偿责任、侵权责任还是其他责任，即使是买方独有的救济方法无法对其进行救济，卖方所承担的责任及义务均不超过卖方收到的购买产品的价款的总和（或者，对于由与本协议有关的特定产品或服务所引起的或与之有关的义务，则分别不超过卖方收到的购买该等产品或服务的价款），以及（b）在任何情况下，对于任何种类的特殊、结果性、间接性或偶然性损害，或任何第三方提出的索赔，无论是基于违约责任、严格赔偿责任、侵权责任还是其他责任，卖方均不向买方或任何第三人或实体承担责任。买方同意，其接受订购的产品后，对于直接或间接由其设施或活动内在的危险所引起的或与之有关的所有索赔、损失、损害和责任，包括但不限于任何种类的人身伤害、财产损失或商业损失，买方均向卖方作出赔偿，使卖方免受损害。

LIMITATION OF LIABILITY AND INDEMNITY. In no event shall AI or its suppliers be liable in any way for indirectNOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN OR IN ANY OTHER WRITING, special, consequential, or incidental damages or loss of any kind (including without limitation, lost profits, liability or injury to third persons, loss of data, cost of cover, whether foreseeable or not, regardless of whether AI or its suppliers have been advised of the possibility of such damages) arising as a result of licensee’s use or inability to use the Software. You acknowledge that the license fee reflects the allocation of risks between us. AI SHALL HAVE NO RESPONSIBILITY SELLER’S TOTAL LIABILITY FOR ANY CLAIM OR LIABILITY WHATSOEVER ARISING FROM LOSS OR THEFT OF THE SOFTWARE PRODUCT OR OF ANY COPY PROTECTION DEVICE/CODE WITH WHICH THE SOFTWARE PRODUCT IS SUPPLIED. SPECIFICALLY, AI SHALL NOT BE OBLIGATED TO REPLACE ANY LOST OR STOLEN SOFTWARE PRODUCT OR COPY PROTECTION DEVICE/CODE. YOU ARE SOLELY RESPONSIBLE FOR SAFEGUARDING THE SOFTWARE PRODUCT AND ANY COPY PROTECTION DEVICE/CODE FROM LOSS OR THEFT AND PROTECTING YOUR INVESTMENT THROUGH INSURANCE OR OTHERWISE. LICENSEE AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND AI AND ITS SUPPLIERS FROM ANY COST, LOSS, LIABILITY, OR EXPENSEDAMAGE, INCLUDING COURT COSTS AND REASONABLE FEES FOR ATTORNEYS CLAIMS ALLEGING NEGLIGENCE OR OTHER PROFESSIONALSGROSS NEGLIGENCE, ARISING OUT OF, OR RESULTING FROM, ANY CLAIM OR DEMAND BROUGHT AGAINST AI, ITS SUPPLIERS OR ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR AGENTS BY THE LICENSEE OR A THIRD PARTY ARISING FROM OF AND/OR IN CONJUNCTION WITH ANY PROCUREMENTWAY RELATED TO THESE TERMS OR THE MANUFACTURE, INSTALLATION, UTILIZATION, REDEPLOYMENT SALE OR DISPOSAL DELIVERY OR USE OF SELLER’S GOODS OR SERVICES WILL BE LIMITED TO THE DIRECT DAMAGES BUYER ACTUALLY INCURS NOT TO EXCEED THE LESSER OF: (A) $500,000 OR (B) THE PURCHASE PRICE OF THE SOFTWARE PRODUCTAFFECTED GOODS DURING THE SIX (6) MONTH PERIOD PRECEDING THE EVENT WHICH GAVE RISE TO SUCH LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN OR IN ANY OTHER WRITING, IN NO EVENT WILL SELLER BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION, LOSS OF USE, LOSS OF PROFIT, LINE DOWN COSTS OR CLAIMS OF THIRD PARTIES), HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR OTHERWISE, INCLUDING CLAIMS ALLEGING NEGLIGENCE OR GROSS NEGLIGENCE. THESE LIMITATIONS APPLY EVEN IF BUYER’S EXCLUSIVE REMEDY FAILS OF ITS ESSENTIAL PURPOSE. By accepting delivery of the goods ordered, Xxxxx agrees that it indemnifies and holds harmless Seller from and against all claims, loss, damage and liability, including without limitation for personal injury, property damage or commercial loss of whatever kind, directly or indirectly arising from or relating to the hazards inherent in Buyer’s facilities or activities. Xxxxx assumes the risk and agrees to indemnify Seller against and hold Seller harmless from all liability relating to (i) assessing the suitability for Buyer’s intended use of the goods and of any system design or drawing and (ii) determining the compliance of Buyer’s use of the goods with applicable laws, regulations, codes and standards. Buyer retains and accepts full responsibility for all warranty and other claims relating to, or arising from, Buyer’s products which include or incorporate goods or components manufactured or supplied by Seller. Buyer is solely responsible for any and all representations and warranties regarding the products made or authorised by Xxxxx. Buyer will indemnify Seller and hold Seller harmless from any liability, claims, loss, cost or expenses (including reasonable legal fees) attributable to Buyer’s products or representations or warranties concerning same. Neither Party shall have any indemnity obligation, whether by express or implied contract or implied by law, except as stated in Sections 20 and 21. Notwithstanding anything to the contrary in the Contract, nothing in the Contract limits any liability which cannot legally be limited, including liability for a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession; and (d) breach of section 2 of the Consumer Protection Act 1987.

LIMITATION OF LIABILITY AND INDEMNITY. Use of the FieldView Services and Climate Generated Works is at your sole risk. In no event shall AI or Climate’s total liability to you for any damages (other than as may be required by applicable law in cases involving personal injury) in excess of the amount you actually paid to Climate for such FieldView Services during the 12 months prior to the date on which the relevant claim arises. The foregoing limitations will apply even if the above stated remedy fails of its suppliers be liable in essential purpose. You agree to indemnify, defend, and hold harmless Climate and its Affiliates, and each of their respective employees, officers, directors, shareholders, agents, successors, licensors and subcontractors, from and against any way for indirectclaim, specialliability, consequentialdamage, loss, or incidental damages expense, including reasonable attorneys’ fees, arising out of or loss connected with: i) your use of, the FieldView Services, Climate Software, Climate Equipment, or Climate Generated Works; ii) your violation of any kind (including without limitationportion of this Agreement; and iii) any dispute or issue between you and any third party. TO THE MAXIMUM EXTENT PERMITTED BY LAW, lost profitsCLIMATE, liability or injury to third persons, loss of data, cost of cover, whether foreseeable or not, regardless of whether AI or its suppliers have been advised of the possibility of such damages) arising as a result of licensee’s use or inability to use the Software. You acknowledge that the license fee reflects the allocation of risks between us. AI SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER ARISING FROM LOSS OR THEFT OF THE SOFTWARE PRODUCT OR OF ANY COPY PROTECTION DEVICE/CODE WITH WHICH THE SOFTWARE PRODUCT IS SUPPLIED. SPECIFICALLY, AI SHALL NOT BE OBLIGATED TO REPLACE ANY LOST OR STOLEN SOFTWARE PRODUCT OR COPY PROTECTION DEVICE/CODE. YOU ARE SOLELY RESPONSIBLE FOR SAFEGUARDING THE SOFTWARE PRODUCT AND ANY COPY PROTECTION DEVICE/CODE FROM LOSS OR THEFT AND PROTECTING YOUR INVESTMENT THROUGH INSURANCE OR OTHERWISE. LICENSEE AGREES TO INDEMNIFY, HOLD HARMLESSITS AFFILIATES, AND DEFEND AI AND ITS SUPPLIERS FROM ANY COSTTHEIR RESPECTIVE SHAREHOLDERS, LOSS, LIABILITY, OR EXPENSE, INCLUDING COURT COSTS AND REASONABLE FEES FOR ATTORNEYS OR OTHER PROFESSIONALS, ARISING OUT OF, OR RESULTING FROM, ANY CLAIM OR DEMAND BROUGHT AGAINST AI, ITS SUPPLIERS OR ITS AFFILIATESOFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AGENTS BY SUBCONTRACTORS SHALL NOT BE LIABLE FOR PERSONAL INJURY OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR YOUR USE OF OR INABILITY TO USE THE LICENSEE OR A THIRD PARTY ARISING FROM OR IN CONJUNCTION WITH ANY PROCUREMENTFIELDVIEW SERVICES, INSTALLATIONHOWEVER CAUSED, UTILIZATION, REDEPLOYMENT OR DISPOSAL REGARDLESS OF THE SOFTWARE PRODUCTTHEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU.

LIMITATION OF LIABILITY AND INDEMNITY. In no event shall AI or its suppliers be liable in any way for indirectNOTWITHSTANDING ANY OTHER PROVISION HEREIN OR IN ANY OTHER DOCUMENT OR COMMUNICATION, special, consequential, or incidental damages or loss of any kind (including without limitation, lost profits, liability or injury to third persons, loss of data, cost of cover, whether foreseeable or not, regardless of whether AI or its suppliers have been advised of the possibility of such damagesA) arising as a result of licensee’s use or inability to use the Software. You acknowledge that the license fee reflects the allocation of risks between us. AI SHALL HAVE NO RESPONSIBILITY SELLER’S LIABILITY AND OBLIGATIONS WITH RESPECT TO ANY CLAIM(S) RESULTING OR LIABILITY WHATSOEVER ARISING FROM LOSS OR THEFT OF THE SOFTWARE PRODUCT OR OF ANY COPY PROTECTION DEVICE/CODE WITH WHICH THE SOFTWARE PRODUCT IS SUPPLIED. SPECIFICALLY, AI SHALL NOT BE OBLIGATED TO REPLACE ANY LOST OR STOLEN SOFTWARE PRODUCT OR COPY PROTECTION DEVICE/CODE. YOU ARE SOLELY RESPONSIBLE FOR SAFEGUARDING THE SOFTWARE PRODUCT AND ANY COPY PROTECTION DEVICE/CODE FROM LOSS OR THEFT AND PROTECTING YOUR INVESTMENT THROUGH INSURANCE OR OTHERWISE. LICENSEE AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND AI AND ITS SUPPLIERS FROM ANY COST, LOSS, LIABILITY, OR EXPENSE, INCLUDING COURT COSTS AND REASONABLE FEES FOR ATTORNEYS OR OTHER PROFESSIONALS, ARISING OUT OF, OR RESULTING FROM, ANY CLAIM OR DEMAND BROUGHT AGAINST AI, ITS SUPPLIERS OR ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR AGENTS BY THE LICENSEE OR A THIRD PARTY ARISING FROM OR RELATING TO THIS AGREEMENT, WHETHER IN CONJUNCTION WITH CONTRACT, STRICT LIABILITY, TORT OR OTHERWISE, AND EVEN IF BUYER’S EXCLUSIVE REMEDY FAILS OF ITS ESSENTIAL PURPOSE, SHALL IN NO EVENT EXCEED IN THE AGGREGATE THE TOTAL PURCHASE PRICE RECEIVED BY SELLER FOR THE PRODUCTS (OR, IN THE CASE OF OBLIGATIONS ARISING FROM OR RELATING TO PARTICULAR PRODUCTS OR SERVICES RENDERED IN CONNECTION HEREWITH, THE PURCHASE PRICE OF SUCH PRODUCTS OR AMOUNT RECEIVED BY SELLER FOR SUCH SERVICES, RESPECTIVELY), AND (B) SELLER SHALL IN NO EVENT BE LIABLE TO BUYER OR ANY PROCUREMENTOTHER PERSON OR ENTITY, INSTALLATIONWHETHER IN CONTRACT, UTILIZATIONSTRICT LIABILITY, REDEPLOYMENT TORT OR DISPOSAL OTHERWISE, FOR SPECIAL, CONSEQUENTIAL INDIRECT OR INCIDENTAL DAMAGES OF THE SOFTWARE PRODUCTANY KIND WHATSOEVER, OR CLAIMS OF ANY THIRD PARTIES. By accepting delivery of the Products ordered, Buyer agrees that it indemnifies and holds harmless Seller from and against all claims, loss, damage and liability, including without limitation for personal injury,property damage or commercial loss of whatever kind, directly or indirectly arising from or relating to the hazards inherent in Buyer’s facilities or activities.

LIMITATION OF LIABILITY AND INDEMNITY. In no event shall AI The Recipient will indemnify the Provider against all losses (whether direct or indirect, reasonably foreseeable or specifically contemplated by the parties), damages, costs, expenses (including but not limited to reasonable legal costs and expenses) that it incurs as a result of: (i) the use, storage or disposal of human biosamples/personal data by the Recipient; or (ii) any negligence or willful default of the Recipient, provided that the Provider agrees to use its suppliers reasonable endeavors to mitigate any loss. BOTH PARTIES ACKNOWLEDGE AND AGREE THAT THE MATERIALS ARE BEING SUPPLIED WITH NO WARRANTIES, EXPRESS OR IMPLIED, AND BIOBANK EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR THAT THE SAMPLES WILL NOT DEGRADE IN RECIPIENT’S SAFE KEEPING. NEITHER PARTY MAKES ANY REPRESENTATION THAT THE USE OF THE MATERIALS WILL NOT INFRINGE THE PATENT OR PROPRIETARY RIGHTS OF ANY THIRD PARTY. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT WHETHER OR NOT THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR IS OTHERWISE ON NOTICE OF SUCH POSSIBILITY. Force majeure If any party is prevented from, hindered or delayed in performing any of its obligations under this MTA by reason of a Force Majeure Event, such party will promptly notify the other of the date of its commencement and the effects of the Force Majeure Event on its ability to perform its obligations under this MTA. If mutually agreed by the parties, then the obligations of the party so affected will thereupon be suspended for so long as the Force Majeure Event may continue. The party affected by a Force Majeure Event will not be liable in for any way for indirectfailure to perform such of its obligations as are prevented by the Force Majeure Event provided that such party will use every reasonable effort to minimize the effects thereof and will resume performance as soon as possible after the removal of such Force Majeure Event. If the period of non-performance exceeds 28 days from the start of the Force Majeure Event then the non-affected party will have the option, specialby written notice to the other party, consequentialto terminate this MTA. For the purpose of this clause, or incidental damages or loss Force Majeure Event means any event beyond the reasonable control of any kind (including a party including, without limitation, lost profitsacts of God, liability war, terrorism, riot, civil commotion, malicious damage, compliance with any law or injury to governmental order, rule, regulation or direction, accident, fire, flood or storm. For the avoidance of doubt, strike, industrial action, failure of technology systems, third persons, loss of data, cost of cover, whether foreseeable or not, regardless of whether AI or its suppliers have been advised party insolvency and failure of the possibility Provider or any other third party will not be considered to be Force Majeure Events. The provisions of such damages) arising as a result this clause will not affect any other right which either party may have to terminate this MTA. Applicable law and jurisdiction This MTA will be governed by and construed in accordance with the laws of licensee’s use or inability to use the Software. You acknowledge Thailand; parties agree that the license fee reflects the allocation of risks between us. AI SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER ARISING FROM LOSS OR THEFT OF THE SOFTWARE PRODUCT OR OF ANY COPY PROTECTION DEVICE/CODE WITH WHICH THE SOFTWARE PRODUCT IS SUPPLIED. SPECIFICALLYThai courts will have exclusive jurisdiction over any suit, AI SHALL NOT BE OBLIGATED TO REPLACE ANY LOST OR STOLEN SOFTWARE PRODUCT OR COPY PROTECTION DEVICE/CODE. YOU ARE SOLELY RESPONSIBLE FOR SAFEGUARDING THE SOFTWARE PRODUCT AND ANY COPY PROTECTION DEVICE/CODE FROM LOSS OR THEFT AND PROTECTING YOUR INVESTMENT THROUGH INSURANCE OR OTHERWISE. LICENSEE AGREES TO INDEMNIFYaction, HOLD HARMLESSproceedings or dispute arising out of, AND DEFEND AI AND ITS SUPPLIERS FROM ANY COSTor in connection with, LOSS, LIABILITY, OR EXPENSE, INCLUDING COURT COSTS AND REASONABLE FEES FOR ATTORNEYS OR OTHER PROFESSIONALS, ARISING OUT OF, OR RESULTING FROM, ANY CLAIM OR DEMAND BROUGHT AGAINST AI, ITS SUPPLIERS OR ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR AGENTS BY THE LICENSEE OR A THIRD PARTY ARISING FROM OR IN CONJUNCTION WITH ANY PROCUREMENT, INSTALLATION, UTILIZATION, REDEPLOYMENT OR DISPOSAL OF THE SOFTWARE PRODUCTthis Agreement.

LIMITATION OF LIABILITY AND INDEMNITY. In no event shall AI or its suppliers be liable in any way for indirectTO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, specialTHE ENTIRE LIABILITY OF WIZZAN, consequentialITS AFFILIATES AND SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SOFTWARE DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, or incidental damages or loss of any kind WIZZAN ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (including without limitationA) INDIRECT, lost profitsSPECIAL, liability or injury to third personsINCIDENTAL, loss of dataPUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, cost of coverTHE INTERNET, whether foreseeable or notELECTRONIC COMMUNICATIONS, regardless of whether AI or its suppliers have been advised of the possibility of such damages) arising as a result of licensee’s use or inability to use the Software. You acknowledge that the license fee reflects the allocation of risks between us. AI SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER ARISING FROM CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET WIZZAN SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF WIZZAN AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF WIZZAN, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SOFTWARE PRODUCT OR OF ANY COPY PROTECTION DEVICE/CODE WITH WHICH THE SOFTWARE PRODUCT IS SUPPLIED. SPECIFICALLY, AI SHALL NOT BE OBLIGATED TO REPLACE ANY LOST OR STOLEN SOFTWARE PRODUCT OR COPY PROTECTION DEVICE/CODE. YOU ARE SOLELY RESPONSIBLE FOR SAFEGUARDING THE SOFTWARE PRODUCT AND ANY COPY PROTECTION DEVICE/CODE FROM LOSS OR THEFT AND PROTECTING YOUR INVESTMENT THROUGH INSURANCE OR OTHERWISE. LICENSEE AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND AI AND ITS SUPPLIERS FROM ANY COSTUSE. You agree to indemnify and hold Wizzan and its Affiliates and Suppliers harmless from any and all claims, LOSSliability and expenses, LIABILITYincluding reasonable attorneys' fees and costs, OR EXPENSEarising out of your use of the Software or breach of this Agreement (collectively referred to as "Claims"). Wizzan reserves the right, INCLUDING COURT COSTS AND REASONABLE FEES FOR ATTORNEYS OR OTHER PROFESSIONALSin its sole discretion and at its own expense, ARISING OUT OF, OR RESULTING FROM, ANY CLAIM OR DEMAND BROUGHT AGAINST AI, ITS SUPPLIERS OR ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR AGENTS BY THE LICENSEE OR A THIRD PARTY ARISING FROM OR IN CONJUNCTION WITH ANY PROCUREMENT, INSTALLATION, UTILIZATION, REDEPLOYMENT OR DISPOSAL OF THE SOFTWARE PRODUCTto assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by Wizzan in the defense of any Claims.

LIMITATION OF LIABILITY AND INDEMNITY. In no event shall AI or its suppliers be liable in any way for indirectTO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, specialTHE ENTIRE LIABILITY OF VOLKOV, consequentialITS AFFILIATES AND SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, or incidental damages or loss of any kind VOLKOV, ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (including without limitationA) INDIRECT, lost profitsSPECIAL, liability or injury to third personsINCIDENTAL, loss of dataEXEMPLARY, cost of coverPUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, whether foreseeable or notTHE INTERNET, regardless of whether AI or its suppliers have been advised of the possibility of such damages) arising as a result of licensee’s use or inability to use the Software. You acknowledge that the license fee reflects the allocation of risks between us. AI SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER ARISING FROM ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET VOLKOV SYSTEMS REQUIREMENTS. THE SOFTWARE PRODUCT OR OF ANY COPY PROTECTION DEVICE/CODE WITH WHICH THE SOFTWARE PRODUCT IS SUPPLIED. SPECIFICALLY, AI SHALL NOT BE OBLIGATED TO REPLACE ANY LOST OR STOLEN SOFTWARE PRODUCT OR COPY PROTECTION DEVICE/CODE. YOU ARE SOLELY RESPONSIBLE FOR SAFEGUARDING THE SOFTWARE PRODUCT AND ANY COPY PROTECTION DEVICE/CODE FROM LOSS OR THEFT AND PROTECTING YOUR INVESTMENT THROUGH INSURANCE OR OTHERWISE. LICENSEE AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND AI ABOVE LIMITATIONS APPLY EVEN IF VOLKOV AND ITS AFFILIATES AND SUPPLIERS FROM ANY COST, LOSS, LIABILITY, OR EXPENSE, INCLUDING COURT COSTS AND REASONABLE FEES FOR ATTORNEYS OR OTHER PROFESSIONALS, ARISING OUT OF, OR RESULTING FROM, ANY CLAIM OR DEMAND BROUGHT AGAINST AIHAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF VOLKOV, ITS SUPPLIERS OR AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ITS AFFILIATESUSE. You agree to indemnify and hold Xxxxxx and its Affiliates and Suppliers harmless from any and all claims, DIRECTORSliability and expenses, EMPLOYEESincluding reasonable attorneys' fees and costs, OR AGENTS BY THE LICENSEE OR A THIRD PARTY ARISING FROM OR IN CONJUNCTION WITH ANY PROCUREMENTarising out of your use of the Services or breach of this Agreement (collectively referred to as "Claims"). Xxxxxx reserves the right, INSTALLATIONin its sole discretion and at its own expense, UTILIZATION, REDEPLOYMENT OR DISPOSAL OF THE SOFTWARE PRODUCTto assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by Xxxxxx in the defense of any Claims.

LIMITATION OF LIABILITY AND INDEMNITY. In no event shall AI or its suppliers be liable in any way for indirectTO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, specialTHE ENTIRE LIABILITY OF VS1 CLOUD, consequentialITS AFFILIATES AND SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO THE OCCURRENCE OF THE FIRST CAUSE OF ACTION GIVING RISE TO A CLAIM. SUBJECT TO APPLICABLE LAW, or incidental damages or loss of any kind VS1 CLOUD, ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (including without limitationA) INDIRECT, lost profitsSPECIAL, liability or injury to third personsINCIDENTAL, loss of dataEXEMPLARY, cost of coverPUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, whether foreseeable or notTHE INTERNET, regardless of whether AI or its suppliers have been advised of the possibility of such damages) arising as a result of licensee’s use or inability to use the Software. You acknowledge that the license fee reflects the allocation of risks between us. AI SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER ARISING FROM ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET VS1 CLOUD SYSTEMS REQUIREMENTS. THE SOFTWARE PRODUCT OR OF ANY COPY PROTECTION DEVICE/CODE WITH WHICH THE SOFTWARE PRODUCT IS SUPPLIED. SPECIFICALLY, AI SHALL NOT BE OBLIGATED TO REPLACE ANY LOST OR STOLEN SOFTWARE PRODUCT OR COPY PROTECTION DEVICE/CODE. YOU ARE SOLELY RESPONSIBLE FOR SAFEGUARDING THE SOFTWARE PRODUCT AND ANY COPY PROTECTION DEVICE/CODE FROM LOSS OR THEFT AND PROTECTING YOUR INVESTMENT THROUGH INSURANCE OR OTHERWISE. LICENSEE AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND AI ABOVE LIMITATIONS APPLY EVEN IF VS1 CLOUD AND ITS AFFILIATES AND SUPPLIERS FROM ANY COST, LOSS, LIABILITY, OR EXPENSE, INCLUDING COURT COSTS AND REASONABLE FEES FOR ATTORNEYS OR OTHER PROFESSIONALS, ARISING OUT OF, OR RESULTING FROM, ANY CLAIM OR DEMAND BROUGHT AGAINST AIHAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF VS1 CLOUD, ITS SUPPLIERS OR AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ITS AFFILIATESUSE. FOR THE AVOIDANCE OF DOUBT, DIRECTORSVS1 CLOUD DOES NOT EXCLUDE LIABILITY WHICH CANNOT BE EXCLUDED UNDER THE COMPETITION AND CONSUMER ACT 2010 (CTH) OF AUSTRALIA. You agree to indemnify and hold VS1 Cloud and its Affiliates and Suppliers harmless from any and all claims, EMPLOYEESliability and expenses, OR AGENTS BY THE LICENSEE OR A THIRD PARTY ARISING FROM OR IN CONJUNCTION WITH ANY PROCUREMENTincluding reasonable attorneys' fees and costs, INSTALLATIONarising out of: (i) your use of the Services in breach of any laws or regulations; (ii) your breach of clauses 2.2, UTILIZATION6, REDEPLOYMENT OR DISPOSAL OF THE SOFTWARE PRODUCTor 12 of this Agreement; (iii) any breach by you of any third party rights (including intellectual property rights); (iv) your willful breach of this Agreement (v) your breach of clause 5 of this Agreement; or (vi) any other breach of this Agreement, (collectively referred to as "Claims"). VS1 Cloud reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by VS1 Cloud in the defense of any Claims.

LIMITATION OF LIABILITY AND INDEMNITY. In no event shall AI or its suppliers be liable in any way for indirectTO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, specialTHE ENTIRE LIABILITY OF VAYANA, consequentialITS AFFILIATES AND SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID TO VAYANA DURING THE NINE (9) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, or incidental damages or loss of any kind VAYANA, ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (including without limitationA) INDIRECT, lost profitsSPECIAL, liability or injury to third personsINCIDENTAL, loss of dataPUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, cost of coverTHE INTERNET, whether foreseeable or notELECTRONIC COMMUNICATIONS, regardless of whether AI or its suppliers have been advised of the possibility of such damages) arising as a result of licensee’s use or inability to use the Software. You acknowledge that the license fee reflects the allocation of risks between us. AI SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER ARISING FROM CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET VAYANA SYSTEMS REQUIREMENTS. THE SOFTWARE PRODUCT OR OF ANY COPY PROTECTION DEVICE/CODE WITH WHICH THE SOFTWARE PRODUCT IS SUPPLIED. SPECIFICALLY, AI SHALL NOT BE OBLIGATED TO REPLACE ANY LOST OR STOLEN SOFTWARE PRODUCT OR COPY PROTECTION DEVICE/CODE. YOU ARE SOLELY RESPONSIBLE FOR SAFEGUARDING THE SOFTWARE PRODUCT AND ANY COPY PROTECTION DEVICE/CODE FROM LOSS OR THEFT AND PROTECTING YOUR INVESTMENT THROUGH INSURANCE OR OTHERWISE. LICENSEE AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND AI ABOVE LIMITATIONS APPLY EVEN IF VAYANA AND ITS AFFILIATES AND SUPPLIERS FROM ANY COST, LOSS, LIABILITY, OR EXPENSE, INCLUDING COURT COSTS AND REASONABLE FEES FOR ATTORNEYS OR OTHER PROFESSIONALS, ARISING OUT OF, OR RESULTING FROM, ANY CLAIM OR DEMAND BROUGHT AGAINST AIHAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF VAYANA, ITS SUPPLIERS OR AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ITS AFFILIATESUSE. You agree to indemnify and hold VAYANA and its Affiliates and Suppliers harmless from any and all claims, DIRECTORSliability and expenses, EMPLOYEESincluding reasonable attorneys' fees and costs, OR AGENTS BY THE LICENSEE OR A THIRD PARTY ARISING FROM OR IN CONJUNCTION WITH ANY PROCUREMENTarising out of your use of the Services or breach of this Agreement (collectively referred to as "Claims"). VAYANA reserves the right, INSTALLATIONin its sole discretion and at its own expense, UTILIZATION, REDEPLOYMENT OR DISPOSAL OF THE SOFTWARE PRODUCTto assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by XXXXXX in the defense of any Claims.