Common use of LIMITATION OF LIABILITY AND WARRANTIES Clause in Contracts

LIMITATION OF LIABILITY AND WARRANTIES. K12 warrants to Customer that the Software, Products and other materials as and when delivered to Customer by K12 and when properly used for the purpose and in the manner authorized by this Agreement, will perform as described in the Documentation in all material respects. This warranty shall terminate one hundred and eighty (180) days after the Effective Operations Date. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, K12 MAKES NO OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL K12, OR ITS EMPLOYEES, AGENTS, SUPPLIERS OR CONTRACTORS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER ALLEGED AS BREACH OF CONTRACT, TORTUOUS CONDUCT OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, INCOME OR PROFIT OR LOSSES SUSTAINED AS DAMAGES TO PROPERTY OR LOSSES OR DAMAGES RESULTING FROM K12'S FAILURE TO DELIVER OR DELAY IN DELIVERING ANY ITEM UNDER THIS AGREEMENT OR LOSS OF DATA OR INFORMATION OF ANY KIND WHICH CUSTOMER MAY EXPERIENCE, EVEN IF K12 KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES. IN NO EVENT SHALL K12lS LIABILITY FOR DAMAGES WITH RESPECT TO ANY ITEM LICENSED OR SOLD, OR ANY SERVICE PERFORMED HEREUNDER, EXCEED THE AMOUNTS ACTUALLY PAID BY CUSTOMER UNDER THIS AGREEMENT FOR SUCH ITEM. Warranty coverage shall not extend to circumstances in which product failure is the result of hardware / software failure (whether server or workstation related). Warranty coverage is specifically excluded when failure is due to malicious action on the part of Customer or any 3rd party gaining access to Customer’s servers and/or workstations – including but not limited to the introduction of malware, spyware, computer viruses, or other compromising of operating system, applications, or system data. K12 may direct Customer to third parties having products or services that may be of interest to Customer for use in conjunction with the Products. Notwithstanding any K12 recommendation, referral or introduction, Customer will independently investigate and test third-party products and services and will have sole responsibility for determining suitability for use of third-party products and services. K12 has no liability with respect to claims relating to or arising from use of third-party products and services.

LIMITATION OF LIABILITY AND WARRANTIES. K12 warrants to Customer that the SoftwareCUSTOMER/SUBSCRIBER UNDERSTANDS AND AGREES THAT WAFS MUST LIMIT ITS LIABILITY UNDER THIS AGREEMENT IN ORDER TO KEEP ITS PRICING REASONABLY AFFORDABLE. ACCORDINGLY, Products and other materials as and when delivered to Customer by K12 and when properly used for the purpose and in the manner authorized by this AgreementUNDER NO CIRCUMSTANCES SHALL WAFS’ LIABILITY FOR ANY CLAIM, will perform as described in the Documentation in all material respects. This warranty shall terminate one hundred and eighty CAUSE OF ACTION, COST OR EXPENSE (180) days after the Effective Operations Date. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENTINCLUDING, K12 MAKES NO OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS ANY CLAIMS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL K12BODILY INJURY, WRONGFUL DEATH, PROPERTY DAMAGE, PROPERTY LOSS AND/OR ITS EMPLOYEES, AGENTS, SUPPLIERS OR CONTRACTORS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES ATTORNEY’S FEES) ARISING OUT OF OR IN CONNECTION WITH RELATING TO THIS AGREEMENT, WHETHER ALLEGED AS BREACH AGREEMENT EXCEED THE TOTAL SUM OF CONTRACT, TORTUOUS CONDUCT FIFTY THOUSAND DOLLARS ($50,000.00). THE CUSTOMER/SUBSCRIBER UNDERSTANDS AND AGREES THAT WAFS HEREBY DISCLAIMS ALL IMPLIED WARRANTIES OF ANY KIND OR OTHERWISE, INCLUDING, TYPE INCLUDING BUT NOT LIMITED TO, LOSS OF USE, INCOME OR PROFIT OR LOSSES SUSTAINED AS DAMAGES TO PROPERTY OR LOSSES OR DAMAGES RESULTING FROM K12'S FAILURE TO DELIVER OR DELAY IN DELIVERING ANY ITEM UNDER THIS AGREEMENT OR LOSS OF DATA OR INFORMATION OF ANY KIND WHICH CUSTOMER MAY EXPERIENCE, EVEN IF K12 KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES. IN NO EVENT SHALL K12lS LIABILITY FOR DAMAGES WITH RESPECT TO ANY ITEM LICENSED IMPLIED WARRANTY OF MERCHANTABILITY AND ANY IMPLIED WARRANTY OF FITNESS FOR ANY PARTICULAR PURPOSE. THE CUSTOMER/SUBSCRIBER FURTHER UNDERSTANDS AND AGREES THAT WAFS MAKES NO EXPRESS WARRANTIES AS TO THE SERVICES RENDERED OR SOLDEQUIPMENT LEASED AND THAT NO REPRESENTATIVE OF WAFS HAS ANY AUTHORITY TO MAKE ANY WARRANTIES OR OTHERWISE VARY THE TERMS OF THIS AGREEMENT. WORK OF OTHERS AND EXISTING FIRE PROTECTION SYSTEM: WAFS makes no warranty as to the quality of work performed by others or the functionality and design of the originally installed fire protection/security system(s) that are subject to this Agreement. WAFS assumes existing system is in good working condition and has been maintained by the Customer/Subscriber per applicable codes and standards. WAFS makes no warranties, OR ANY SERVICE PERFORMED HEREUNDERexpress or implied, EXCEED THE AMOUNTS ACTUALLY PAID BY CUSTOMER UNDER THIS AGREEMENT FOR SUCH ITEMregarding the adequacy, performance or condition of any fire protection or notification equipment. Warranty coverage WAFS cannot and does not guarantee that loss or damage will not occur. WAIVER OF SUBROGATION: WAFS is not an insurer against loss or damage that may be suffered by Customer/Subscriber. Sufficient property and bodily injury insurance shall not extend to circumstances in which product failure be obtained by and is the result sole responsibility of hardware / software failure (whether server Customer/Subscriber. Customer/Subscriber agrees to rely exclusively on Customer/Subscriber’s insurer to recover for bodily injuries or workstation related)property damage in the event of any loss or injury to the premises or property therein. Warranty coverage is specifically excluded when failure is due to malicious action on the part Customer/Subscriber does hereby, for itself and all others claiming by or through it under this Agreement, release and discharge WAFS from and against all damages, costs or expenses covered by Customer/Subscriber’s insurance, it being expressly agreed and understood that no insurance company, insurer, surety or other entity/individual will have any right of Customer subrogation against WAFS or any 3rd party gaining access to Customer’s servers and/or workstations – including but not limited employee, agent, officer, director, shareholder, affiliate or independent contractor of WAFS. SEVERABILITY: If any provisions of the entire Agreement shall be invalid or unenforceable under the laws of the jurisdiction applicable to the introduction Agreement, such invalidity or unenforceable provision(s) shall be severed from the Agreement and the Agreement shall be construed as if not containing the particular invalid or unenforceable provision or provisions, and the rights and obligations of malwareWAFS and the Customer/Subscriber shall be construed and enforced accordingly. NO WARRANTIES OR REPRESENTATIONS: CUSTOMER/SUBSCRIBER'S EXCLUSIVE REMEDY: WAFS does not represent nor warrant that the MONITORING SYSTEM will prevent any loss, spywaredamage or injury to person or property, computer virusesby reason of burglary, theft, hold-up, fire or other cause, or that the MONITORING SYSTEM will in all cases provide the protection for which it is installed or intended. HOLD HARMLESS: If any third party files any claim or legal action against Alarm Co., WAFS or any other person or entity authorized to act on Alarm Co.’s behalf, arising from the alarm or monitoring services or Customer/Subscriber’s alarm system, Customer/Subscriber agrees to defend, indemnify and hold Alarm Co. and WAFS completely harmless from any such actions, including all damages, expenses, costs, and attorneys’ fees they may incur. This defense and indemnification shall apply even if such actions arise from the negligence of Alarm Co. or WAFS’s, breach of this contract, strict liability, non-compliance with any applicable law or regulation, or other compromising fault, subject to our limited liability set forth above. INSTALLATION AND SCHEDULE OF INSTALLATION: Installation of operating systemthe WIRELESS/ LOW POWER RADIO SYSTEM does not constitute an improvement to real property. WIRELESS/ LOW POWER RADIO ALARM MONITORING SYSTEM to be installed pursuant to plans and specifications filed by WAFS, applicationsfiled with and approved by Authority Having Jurisdiction [AHJ]. Customer/Subscriber authorizes WAFS to access the control panel to input or delete data and programming. ALTERATION OF PREMISES FOR INSTALLATION: WAFS is authorized to make preparations such as drilling holes, driving nails, making attachments or system datadoing any other thing necessary in WAFS’s sole discretion for the installation and service of the MONITORING SYSTEM. K12 may direct Customer to third parties having products or services that may WAFS shall not be responsible for the condition of interest to Customer for use in conjunction with the Products. Notwithstanding any K12 recommendation, referral or introduction, Customer will independently investigate and test third-party products and services and will have sole responsibility for determining suitability for use premises upon removal of third-party products and services. K12 has no liability with respect to claims relating to or arising from use of third-party products and servicesthe MONITORING SYSTEM.

LIMITATION OF LIABILITY AND WARRANTIES. K12 warrants to Customer that the SoftwareYOU ASSUME THE ENTIRE COST OF ANY DAMAGE, Products and other materials as and when delivered to Customer by K12 and when properly used for the purpose and in the manner authorized by this AgreementLOSSES OR EXPENSE RESULTING FROM YOUR USE OR EXPLOITATION OF THE DATASETS. YOU ASSUME ALL RESPONSIBILITIES FOR SELECTION OF THE DATASETS TO ACHIEVE YOUR INTENDED RESULTS, will perform as described in the Documentation in all material respectsAND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE DATASETS. This warranty shall terminate one hundred and eighty (180) days after the Effective Operations Date. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS SPECIFICALLY PROVIDED OTHERWISE EXPLICITLY SET FORTH IN THIS LICENSE AGREEMENT, K12 MAKES NO OTHER COMPANY AND ITS LICENSORS HEREBY DISCLAIM ALL WARRANTIES, EXPRESSED OR EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION, THE BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSEPURPOSE WITH RESPECT TO THE DATASETS AND ANY ACCOMPANYING SOFTWARE OR MATERIALS. Some states do not allow limitations on implied warranties, so the above limitation may not apply to you. NO LIABILITY FOR CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW , IN NO EVENT SHALL K12COMPANY OR ITS LICENSORS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, OR ITS EMPLOYEESCONSEQUENTIAL DAMAGES, AGENTS(INCLUDING, SUPPLIERS WITHOUT LIMITATION, DAMAGES FOR LOSS OF SALES, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, OR CONTRACTORS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES CLAIMS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER ALLEGED AS BREACH OF CONTRACT, TORTUOUS CONDUCT OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, INCOME OR PROFIT OR LOSSES SUSTAINED AS DAMAGES TO PROPERTY OR LOSSES OR DAMAGES RESULTING FROM K12'S FAILURE TO DELIVER OR DELAY IN DELIVERING ANY ITEM UNDER THIS LICENSE AGREEMENT OR LOSS OF DATA THE USE OR INFORMATION OF INABILITY TO USE THE DATASETS OR FOR ANY KIND WHICH CUSTOMER MAY EXPERIENCEOTHER REASON, EVEN IF K12 KNEW COMPANY AND/OR SHOULD ITS LICENSORS HAVE KNOWN BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES. IN NO EVENT SHALL K12lS COMPANY AND/OR ITS LICENSORS' TOTAL LIABILITY TO YOU FOR ALL DAMAGES WITH RESPECT TO IN ANY ITEM LICENSED ONE OR SOLD, OR ANY SERVICE PERFORMED HEREUNDER, MORE CAUSES OF ACTION EXCEED THE AMOUNTS ACTUALLY AMOUNT, IF ANY, PAID BY CUSTOMER UNDER THIS AGREEMENT YOU FOR SUCH ITEMTHE DATASETS. Warranty coverage shall Because some States do not extend allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to circumstances in which product failure is the result of hardware / software failure (whether server or workstation related). Warranty coverage is specifically excluded when failure is due to malicious action on the part of Customer or any 3rd party gaining access to Customer’s servers and/or workstations – including but not limited to the introduction of malware, spyware, computer viruses, or other compromising of operating system, applications, or system data. K12 may direct Customer to third parties having products or services that may be of interest to Customer for use in conjunction with the Products. Notwithstanding any K12 recommendation, referral or introduction, Customer will independently investigate and test third-party products and services and will have sole responsibility for determining suitability for use of third-party products and services. K12 has no liability with respect to claims relating to or arising from use of third-party products and servicesyou.

LIMITATION OF LIABILITY AND WARRANTIES. K12 warrants to Customer that the Software16.1 Except as otherwise provided herein, Products each Party shall be responsible for any actual physical damages it directly and other materials as and when delivered to Customer by K12 and when properly used for the purpose and solely causes in the manner authorized by course of its performance under this Agreement, will perform as limited to damages resulting from personal injuries, death, or property damage arising from negligent acts or omissions; provided however, that neither party shall be liable for any incidental, consequential, indirect, special, or punitive damages of any kind, including but not limited to any loss of use, loss of business or loss of profit. Remedies under this Agreement are exclusive and limited to those expressly described in the Documentation in all material respectsthis Agreement. This warranty shall terminate one hundred and eighty NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR ANY SERVICE ORDER OR ANY OTHER DOCUMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW PROVIDER’S LIABILITY TO CUSTOMER RELATING TO OR ARISING FROM THIS AGREEMENT SHALL NOT EXCEED IN TOTAL THE AMOUNT PROVIDER HAS BEEN PAID, FOR THE IMPACTED SERVICE, BY CUSTOMER FOR THE TWELVE (18012) days after the Effective Operations DateMONTH PERIOD PRIOR TO THE ACCRUAL OF THE CLAIM OR EVENT(S) GIVING RISE TO SUCH LIABILITY REGARDLESS OF WHETHER BASED ON BREACH OF CONTRACT, STATUTORY VIOLATION(S), BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY, OR OTHERWISE), OR ANY OTHER BASIS IN LAW OR EQUITY. EXCEPT AS SPECIFICALLY PROVIDED EXPRESSLY SET FORTH IN THIS AGREEMENT, K12 MAKES NO OTHER PROVIDER SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESSED OR EXPRESS AND IMPLIED, AS TO ANY SERVICE AND EQUIPMENT PROVIDED HEREUNDER. PROVIDER SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES; INCLUDING WITHOUT LIMITATION, THE LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL K12, OR ITS EMPLOYEES, AGENTS, SUPPLIERS OR CONTRACTORS BE LIABLE TO CUSTOMER OR ANY TITLE AND NON-INFRINGEMENT OF THIRD PARTY FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER ALLEGED AS BREACH OF CONTRACT, TORTUOUS CONDUCT OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, INCOME OR PROFIT OR LOSSES SUSTAINED AS DAMAGES TO PROPERTY OR LOSSES OR DAMAGES RESULTING FROM K12'S FAILURE TO DELIVER OR DELAY IN DELIVERING ANY ITEM UNDER THIS AGREEMENT OR LOSS OF DATA OR INFORMATION OF ANY KIND WHICH CUSTOMER MAY EXPERIENCE, EVEN IF K12 KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES. IN NO EVENT SHALL K12lS LIABILITY FOR DAMAGES WITH RESPECT TO ANY ITEM LICENSED OR SOLD, OR ANY SERVICE PERFORMED HEREUNDER, EXCEED THE AMOUNTS ACTUALLY PAID BY CUSTOMER UNDER THIS AGREEMENT FOR SUCH ITEM. Warranty coverage shall not extend to circumstances in which product failure is the result of hardware / software failure (whether server or workstation related). Warranty coverage is specifically excluded when failure is due to malicious action on the part of Customer or any 3rd party gaining access to Customer’s servers and/or workstations – including but not limited to the introduction of malware, spyware, computer viruses, or other compromising of operating system, applications, or system data. K12 may direct Customer to third parties having products or services that may be of interest to Customer for use in conjunction with the Products. Notwithstanding any K12 recommendation, referral or introduction, Customer will independently investigate and test third-party products and services and will have sole responsibility for determining suitability for use of third-party products and services. K12 has no liability with respect to claims relating to or arising from use of third-party products and servicesRIGHTS.

LIMITATION OF LIABILITY AND WARRANTIES. K12 warrants to Customer that the Software16.1 Except as otherwise provided herein, Products each Party shall be responsible for any actual physical damages it directly and other materials as and when delivered to Customer by K12 and when properly used for the purpose and solely causes in the manner authorized by course of its performance under this Agreement, will perform as limited to damages resulting from personal injuries, death, or property damage arising from negligent acts or omissions; provided however, that neither party shall be liable for any incidental, consequential, indirect, special, or punitive damages of any kind, including but not limited to any loss of use, loss of business or loss of profit. Remedies under this Agreement are exclusive and limited to those expressly described in this Agreement. Notwithstanding anything to the Documentation contrary in all material respects. This warranty shall terminate one hundred and eighty this Agreement or any service order or any other document, TO THE MAXIMUM EXTENT PERMITTED BY LAW Provider’s liability TO CUSTOMER RELATING TO OR ARISING FROM THIS AGREEMENT SHALL NOT EXCEED IN TOTAL THE AMOUNT PROVIDER HAS BEEN PAID, FOR THE IMPACTED SERVICE, BY CUSTOMER FOR THE TWELVE (18012) days after the Effective Operations DateMONTH PERIOD PRIOR TO THE ACCRUAL OF THE CLAIM OR EVENT(S) GIVING RISE TO SUCH LIABILITY REGARDLESS OF WHETHER BASED ON BREACH OF CONTRACT, STATUTORY VIOLATION(S), BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY, OR OTHERWISE), OR ANY OTHER BASIS IN LAW OR EQUITY. EXCEPT AS SPECIFICALLY PROVIDED EXPRESSLY SET FORTH IN THIS AGREEMENT, K12 MAKES NO OTHER PROVIDER SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESSED OR EXPRESS AND IMPLIED, AS TO ANY SERVICE AND EQUIPMENT PROVIDED HEREUNDER. PROVIDER SPECIFICALLY DISCLAIMS All IMPLIED WARRANTIES; INCLUDING WITHOUT LIMITATION, THE ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL K12, OR ITS EMPLOYEES, AGENTS, SUPPLIERS OR CONTRACTORS BE LIABLE TO CUSTOMER OR ANY TITLE AND NON- INFRINGEMENT OF THIRD PARTY FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER ALLEGED AS BREACH OF CONTRACT, TORTUOUS CONDUCT OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, INCOME OR PROFIT OR LOSSES SUSTAINED AS DAMAGES TO PROPERTY OR LOSSES OR DAMAGES RESULTING FROM K12'S FAILURE TO DELIVER OR DELAY IN DELIVERING ANY ITEM UNDER THIS AGREEMENT OR LOSS OF DATA OR INFORMATION OF ANY KIND WHICH CUSTOMER MAY EXPERIENCE, EVEN IF K12 KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES. IN NO EVENT SHALL K12lS LIABILITY FOR DAMAGES WITH RESPECT TO ANY ITEM LICENSED OR SOLD, OR ANY SERVICE PERFORMED HEREUNDER, EXCEED THE AMOUNTS ACTUALLY PAID BY CUSTOMER UNDER THIS AGREEMENT FOR SUCH ITEM. Warranty coverage shall not extend to circumstances in which product failure is the result of hardware / software failure (whether server or workstation related). Warranty coverage is specifically excluded when failure is due to malicious action on the part of Customer or any 3rd party gaining access to Customer’s servers and/or workstations – including but not limited to the introduction of malware, spyware, computer viruses, or other compromising of operating system, applications, or system data. K12 may direct Customer to third parties having products or services that may be of interest to Customer for use in conjunction with the Products. Notwithstanding any K12 recommendation, referral or introduction, Customer will independently investigate and test third-party products and services and will have sole responsibility for determining suitability for use of third-party products and services. K12 has no liability with respect to claims relating to or arising from use of third-party products and servicesRIGHTS.