Common use of LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTIES Clause in Contracts

LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTIES. NOTWITHSTANDING SECTIONS 8.01 AND 8.02 TO THE CONTRARY, NEITHER PARTY SHALL IN ANY EVENT BE LIABLE IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, TO THE OTHER PARTY OR ITS RESPECTIVE SUBSIDIARIES, AFFILIATES, FRANCHISEES OR OTHER OPERATORS FOR ANY TYPE OF INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (SUCH AS, BUT NOT LIMITED TO, LOSS OF PROFITS OR BUSINESS OPPORTUNITY) ARISING FROM A PARTY’S PERFORMANCE OR FAILURE TO PERFORM UNDER ANY OF THE TERMS AND PROVISIONS OF THIS AGREEMENT OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY SUCH DAMAGES ATTRIBUTABLE TO A BREACH OF ANY TERM OR PROVISION OF THIS AGREEMENT. COMPANY ACKNOWLEDGES AND AGREES THAT DISTRIBUTOR IS NOT THE MANUFACTURER OR PRODUCER OF THE PRODUCTS SUPPLIED BY DISTRIBUTOR. IN NO EVENT SHALL DISTRIBUTOR BE LIABLE WITH RESPECT TO ANY CONDITIONS, DEFECTS, DEFICIENCIES, DANGERS, FAULTS OR FAILURES, OF ANY KIND, IN OR RELATING TO ANY PRODUCTS SUPPLIED BY DISTRIBUTOR EXCEPT, SUBJECT TO THE LIMITATIONS STATED IN THIS AGREEMENT, TO THE EXTENT OF DISTRIBUTOR’S ACTUAL NEGLIGENCE IN ITS HANDLING OF SUCH PRODUCTS. EXCEPT AS EXPLICITLY PROVIDED IN THIS AGREEMENT, DISTRIBUTOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.

LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTIES. NOTWITHSTANDING SECTIONS 8.01 To the maximum extent permitted by law, except to the extent of gross negligence, fraud or willful misconduct by Cboe, or a claim arising out of Cboe indemnification or confidentiality obligations set forth herein, Cboe Indemnified Parties shall not be liable to Data Recipient or its Affiliates, or to any other Person, for Claims and Losses related to the Data, including for any inaccurate or incomplete Data received from Cboe or from a Redistributor, any delays, interruptions, errors, or omissions in the furnishing thereof, or any direct, indirect or consequential damages arising from or occasioned by said inaccuracies, delays, interruptions, errors, or omissions. DATA RECIPIENT EXPRESSLY ACKNOWLEDGES THAT DATA AND 8.02 ANY AND ALL MATERIAL RELATED TO DATA, INCLUDING BUT NOT LIMITED TO THE CONTRARYCBOE SYSTEMS AND CBOE SPECIFICATIONS, NEITHER PARTY ARE BEING PROVIDED “AS IS.” EXCEPT AS EXPRESSLY SET FORTH IN SECTION 13, DATA RECIPIENT ACKNOWLEDGES THAT CBOE INDEMNIFIED PARTIES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO DATA, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR ANY WARRANTIES OF MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. EXCEPT TO THE EXTENT OF GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT BY CBOE, CBOE INDEMNIFIED PARTIES SHALL IN ANY EVENT NOT BE LIABLE IN CONTRACTTO DATA RECIPIENT, TORTOR TO ANY OTHER PERSON, STRICT LIABILITY OR OTHERWISEFOR INDIRECT, TO THE OTHER PARTY OR ITS RESPECTIVE SUBSIDIARIESCONSEQUENTIAL, AFFILIATESEXEMPLARY, FRANCHISEES OR OTHER OPERATORS FOR ANY TYPE OF INCIDENTALSPECIAL, CONSEQUENTIAL INCIDENTAL OR PUNITIVE DAMAGES (SUCH ASOF ANY NATURE, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR DAMAGE TO DATA, LOSS OF BUSINESS OPPORTUNITY) OR LOST PROFITS, ARISING FROM A PARTY’S PERFORMANCE OR FAILURE TO PERFORM UNDER ANY CAUSE WHATSOEVER, EVEN IF CBOE HAS BEEN ADVISED OF THE TERMS AND PROVISIONS POSSIBILITY OF THIS AGREEMENT SUCH DAMAGES. ABSENT GROSS NEGLIGENCE, FRAUD, OR OTHERWISEWILLFUL MISCONDUCT BY DATA RECIPIENT, INCLUDINGOR A CLAIM ARISING OUT OF DATA RECIPIENT’S INDEMNIFICATION OR CONFIDENTIALITY OBLIGATIONS SET FORTH HEREIN, WITHOUT LIMITATIONDATA RECIPIENT INDEMNIFIED PARTIES SHALL NOT BE LIABLE FOR INDIRECT, ANY SUCH CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ATTRIBUTABLE TO A BREACH OF ANY TERM OR PROVISION OF THIS AGREEMENT. COMPANY ACKNOWLEDGES AND AGREES THAT DISTRIBUTOR IS NOT THE MANUFACTURER OR PRODUCER NATURE ARISING FROM ANY CAUSE WHATSOEVER, EVEN IF DATA RECIPIENT HAS BEEN ADVISED OF THE PRODUCTS SUPPLIED BY DISTRIBUTOR. IN NO EVENT SHALL DISTRIBUTOR BE LIABLE WITH RESPECT TO ANY CONDITIONS, DEFECTS, DEFICIENCIES, DANGERS, FAULTS OR FAILURES, OF ANY KIND, IN OR RELATING TO ANY PRODUCTS SUPPLIED BY DISTRIBUTOR EXCEPT, SUBJECT TO THE LIMITATIONS STATED IN THIS AGREEMENT, TO THE EXTENT OF DISTRIBUTOR’S ACTUAL NEGLIGENCE IN ITS HANDLING POSSIBILITY OF SUCH PRODUCTSDAMAGES. EXCEPT AS EXPLICITLY PROVIDED IN THIS AGREEMENTData Recipient hereby acknowledges and agrees that it shall bring any claim arising under or relating to this Agreement within twelve (12) months from the date of the claim arising, DISTRIBUTOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSEand failure to do so shall result in any such claim automatically and irrevocably expiring.

LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTIES. NOTWITHSTANDING SECTIONS 8.01 CONTERRA’S LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE LESSER OF: (I) AMOUNTS ACTUALLY PAID BY CUSTOMER FOR MRCs DURING THE PERIOD IN WHICH THE DAMAGE OCCURS AND 8.02 TO THE CONTRARY(II), NEITHER PARTY SHALL IN ANY EVENT BE LIABLE IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISEIF SERVICE IS INTERRUPTED, TO A PRO-RATA CREDIT FOR THE OTHER PARTY OR ITS RESPECTIVE SUBSIDIARIESPERIOD OF INTERRUPTION, AFFILIATES, FRANCHISEES OR OTHER OPERATORS FOR ANY TYPE SUBJECT TO SECTION 9. CUSTOMER AGREES THAT THE PRICING OF INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (SUCH AS, BUT NOT LIMITED TO, LOSS OF PROFITS OR BUSINESS OPPORTUNITY) ARISING FROM A PARTY’S PERFORMANCE OR FAILURE TO PERFORM UNDER ANY SERVICES REFLECTS THE INTENT OF THE TERMS PARITES TO LIMIT CONTERRA’S LIABILITY AS PROVIDED HEREIN. EXCEPT FOR CUSTOMER’S OBLIGATIONS TO PAY FEES AND PROVISIONS OF THIS AGREEMENT OR OTHERWISECHARGES FOR SERVICES PROVIDED AS REQUIRED HEREIN, INCLUDING, WITHOUT LIMITATION, ANY SUCH DAMAGES ATTRIBUTABLE TO A BREACH OF ANY TERM OR PROVISION OF THIS AGREEMENT. COMPANY ACKNOWLEDGES AND AGREES THAT DISTRIBUTOR IS NOT THE MANUFACTURER OR PRODUCER OF THE PRODUCTS SUPPLIED BY DISTRIBUTOR. IN NO EVENT SHALL DISTRIBUTOR EITHER PARTY BE LIABLE WITH RESPECT TO ANY CONDITIONS, DEFECTS, DEFICIENCIES, DANGERS, FAULTS OR FAILURES, OF ANY KIND, IN OR RELATING TO ANY PRODUCTS SUPPLIED BY DISTRIBUTOR EXCEPT, SUBJECT TO THE LIMITATIONS STATED IN THIS AGREEMENTOTHER, TO ITS EMPLOYEES, SUBCONTRACTORS, AND/OR AGENTS, OR ANY THIRD-PARTY, FOR ANY INDIRECT, INCIDENTIAL, SPECIAL CONSEQUENTIAL, PUNITIVE DAMAGES, OR LOST PROFITS. THE EXTENT QUALITY OF DISTRIBUTOR’S ACTUAL NEGLIGENCE IN ITS HANDLING OF SUCH PRODUCTSSERVICE PROVIDED HEREUNDER SHALL BE CONSISTENT WITH INDUSTRY STANDARDS. EXCEPT AS EXPLICITLY PROVIDED IN THIS AGREEMENT, DISTRIBUTOR CONTERRA MAKES NO WARRANTIESOTHER WARRANTIES HEREUNDER, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY STATUTORY OR OTHERWISE INCLUDING, AND CONTERRA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR MERCHANTABILITY, FITNESS FOR ANY A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTIES. NOTWITHSTANDING SECTIONS 8.01 AND 8.02 CONTERRA’S LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE LESSER OF: (I) AMOUNTS ACTUALLY PAID BY CUSTOMER FOR MRCS DURING THE PERIOD IN WHICH THE DAMAGE OCCURS, OR (II) CUSTOMER’S MRCS MULTIPLIED BY SIX (6), PROVIDED THAT CUSTOMER HAS ACTUALLY PAID SUCH AMOUNTS. IF CUSTOMER'S SERVICE IS INTERRUPTED, CONTERRA’S LIABILITY WILL BE LIMITED TO A PRO- RATA CREDIT FOR THE PERIOD OF INTERRUPTION, SUBJECT TO SECTION 10. CUSTOMER AGREES THAT THE PRICING OF SERVICES REFLECTS THE INTENT OF THE PARTIES TO LIMIT CONTERRA’S LIABILITY AS PROVIDED HEREIN. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE CONTRARYOTHER, NEITHER PARTY SHALL IN ITS EMPLOYEES, SUBCONTRACTORS, AND/OR AGENTS, OR ANY EVENT BE LIABLE IN CONTRACTTHIRD PARTY, TORT, STRICT LIABILITY OR OTHERWISE, TO THE OTHER PARTY OR ITS RESPECTIVE SUBSIDIARIES, AFFILIATES, FRANCHISEES OR OTHER OPERATORS FOR ANY TYPE OF INDIRECT, INCIDENTAL, CONSEQUENTIAL SPECIAL, CONSEQUENTIAL, PUNITIVE DAMAGES, OR PUNITIVE DAMAGES (SUCH ASLOST PROFITS. THE QUALITY OF SERVICE PROVIDED HEREUNDER SHALL BE CONSISTENT WITH INDUSTRY STANDARDS. CONTERRA MAKES NO OTHER WARRANTIES HEREUNDER, BUT NOT LIMITED TOEXPRESSED OR IMPLIED, LOSS OF PROFITS OR BUSINESS OPPORTUNITY) ARISING FROM A PARTY’S PERFORMANCE OR FAILURE TO PERFORM UNDER ANY OF THE TERMS AND PROVISIONS OF THIS AGREEMENT STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATIONAND CONTERRA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, ANY SUCH DAMAGES ATTRIBUTABLE TO A BREACH OF ANY TERM OR PROVISION OF THIS AGREEMENT. COMPANY ACKNOWLEDGES AND AGREES THAT DISTRIBUTOR IS NOT THE MANUFACTURER OR PRODUCER OF THE PRODUCTS SUPPLIED BY DISTRIBUTOR. IN NO EVENT SHALL DISTRIBUTOR BE LIABLE WITH RESPECT TO ANY CONDITIONS, DEFECTS, DEFICIENCIES, DANGERS, FAULTS OR FAILURES, OF ANY KIND, IN OR RELATING TO ANY PRODUCTS SUPPLIED BY DISTRIBUTOR EXCEPT, SUBJECT TO THE LIMITATIONS STATED IN THIS AGREEMENT, TO THE EXTENT OF DISTRIBUTOR’S ACTUAL NEGLIGENCE IN ITS HANDLING OF SUCH PRODUCTS. EXCEPT AS EXPLICITLY PROVIDED IN THIS AGREEMENT, DISTRIBUTOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTIES. NOTWITHSTANDING SECTIONS 8.01 LIMITATION OF LIABILITY. YOU AGREE THAT WE WILL NOT BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY LOSS THAT MAY OCCUR DUE TO (a) ANY ACT OR OMISSION OF YOU OR YOUR AGENT (WHETHER AUTHORIZED OR UNATHORIZED) (a) ANY LOSS OF REGISTRATION OF ANY TLD NAME, (b) THE USE OF YOUR TLD NAME OR PASSWORD, (c) ACCESS DELAYS OR ACCESS INTERRUPTIONS TO OUR REGISTRATION SYSTEM; (d) THE NON-DELIVERY OR MISDELIVERY OF DATA BETWEEN YOU AND 8.02 US; (e) EVENTS BEYOND OUR CONTROL; (f) THE PROCESSING OF ANY TLD NAME REGISTRATION; (g) THE PROCESSING OF ANY MODIFICATION TO THE CONTRARYRECORD ASSOCIATED WITH YOUR TLD NAME, NEITHER PARTY SHALL IN (h) THE FAILURE OF YOU OR YOUR AGENT TO PAY ANY EVENT FEES HEREUNDER; OR (i) THE APPLICATION OF THE DISPUTE POLICY. FURTHER, WE WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORTTORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, TO THE OTHER PARTY OR ITS RESPECTIVE SUBSIDIARIES, AFFILIATES, FRANCHISEES OR OTHER OPERATORS FOR ANY TYPE OF INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (SUCH AS, BUT NOT LIMITED TO, LOSS OF PROFITS OR BUSINESS OPPORTUNITY) ARISING FROM A PARTY’S PERFORMANCE OR FAILURE TO PERFORM UNDER ANY EVEN IF WE HAVE BEEN ADVISED OF THE TERMS AND PROVISIONS POSSIBILITY OF THIS AGREEMENT OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY SUCH DAMAGES ATTRIBUTABLE TO A BREACH OF ANY TERM OR PROVISION OF THIS AGREEMENT. COMPANY ACKNOWLEDGES AND AGREES THAT DISTRIBUTOR IS NOT THE MANUFACTURER OR PRODUCER OF THE PRODUCTS SUPPLIED BY DISTRIBUTORDAMAGES. IN NO EVENT SHALL DISTRIBUTOR BE LIABLE WITH RESPECT OUR MAXIMUM LIABILITY EXCEED THE TOTAL AMOUNT PAID BY YOU TO ANY CONDITIONS, DEFECTS, DEFICIENCIES, DANGERS, FAULTS OR FAILURES, US FOR REGISTRATION OF ANY KIND, THE TLD NAME IN OR RELATING TO ANY PRODUCTS SUPPLIED BY DISTRIBUTOR EXCEPT, SUBJECT TO CONTROVERSY DURING THE LIMITATIONS STATED IN THIS AGREEMENT, PRIOR ONE (1) YEAR PERIOD. TO THE EXTENT APPLICABLE STATE LAW DOES NOT ALLOW THE LIMITATION OF DISTRIBUTOR’S ACTUAL NEGLIGENCE IN ITS HANDLING OF SUCH PRODUCTS. EXCEPT AS EXPLICITLY PROVIDED IN THIS AGREEMENTLIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, DISTRIBUTOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSEOUR LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTIES. NOTWITHSTANDING SECTIONS 8.01 DEALER'S SOLE AND 8.02 TO EXCLUSIVE REMEDY FOR ANY DAMAGE OR LOSS ARISING IN CONNECTION WITH THE CONTRARYAPPLICATION OR INTERSECTION TECHNOLOGIES’ PERFORMANCE HEREUNDER SHALL BE RETURN OF A PRORATED PORTION OF THE FEES PAID BY DEALER, NEITHER PARTY WHICH DEALER HEREBY AGREES IS A FAIR AND EQUITABLE REMEDY. UNDER NO CIRCUMSTANCES SHALL IN ANY EVENT INTERSECTION TECHNOLOGIES BE LIABLE IN CONTRACTTO DEALER OR ANY OTHER PERSON OR ENTITY FOR ANY LOSS OF USE, TORTREVENUE OR PROFIT, STRICT LIABILITY LOST OR OTHERWISEDAMAGED DATA, TO THE OTHER PARTY OR ITS RESPECTIVE SUBSIDIARIES, AFFILIATES, FRANCHISEES OR OTHER OPERATORS COMMERCIAL OR ECONOMIC LOSS, OR FOR ANY TYPE OF DIRECT, INDIRECT, INCIDENTAL, SPECIAL, STATUTORY, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER RELATED TO DEALER’S USE OR PUNITIVE DAMAGES (SUCH ASRELIANCE UPON THE APPLICATION, BUT NOT LIMITED TO, LOSS OF PROFITS OR BUSINESS OPPORTUNITY) ARISING FROM A PARTY’S PERFORMANCE OR FAILURE TO PERFORM UNDER ANY EVEN IF ADVISED OF THE TERMS AND PROVISIONS POSSIBILITY OF THIS AGREEMENT OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY SUCH DAMAGES ATTRIBUTABLE TO OR IF SUCH DAMAGES ARE FORESEEABLE. THIS LIMITATION SHALL APPLY EVEN IN THE EVENT OF A FUNDAMENTAL OR MATERIAL BREACH OR A BREACH OF ANY TERM THE FUNDAMENTAL OR PROVISION MATERIAL TERMS OF THIS AGREEMENT. COMPANY ACKNOWLEDGES THE APPLICATION IS MADE AVAILABLE ON AN “AS IS” BASIS ONLY AND AGREES THAT DISTRIBUTOR IS NOT THE MANUFACTURER OR PRODUCER OF THE PRODUCTS SUPPLIED BY DISTRIBUTOR. IN NO EVENT SHALL DISTRIBUTOR BE LIABLE WITH RESPECT TO ANY CONDITIONS, DEFECTS, DEFICIENCIES, DANGERS, FAULTS OR FAILURES, OF ANY KIND, IN OR RELATING TO ANY PRODUCTS SUPPLIED BY DISTRIBUTOR EXCEPT, SUBJECT TO THE LIMITATIONS STATED IN THIS AGREEMENT, TO THE EXTENT OF DISTRIBUTOR’S ACTUAL NEGLIGENCE IN ITS HANDLING OF SUCH PRODUCTS. EXCEPT AS EXPLICITLY PROVIDED IN THIS AGREEMENT, DISTRIBUTOR INTERSECTION TECHNOLOGIES MAKES NO WARRANTIES, CONDITIONS, INDEMNITIES, OR REPRESENTATIONS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE, OR OTHERWISE AS TO ANY MATTERS, INCLUDING WITHOUT LIMITATION ANY WARRANTY LIMITATATION NON-INFRINGEMENT OF MERCHANTABILITY THIRD PARTY RIGHTS, TITLE, INTEGRATION, ACCURACY, SECURITY, AVAILABILITY, SATISFACTORY QUALITY, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. DEALER REMAINS SOLELY RESPONSIBLE FOR OPERATING DEALER’S BUSINESS RESPONSIBLY.

LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTIES. NOTWITHSTANDING SECTIONS 8.01 AND 8.02 TO THE CONTRARY, (a) NEITHER PARTY SHALL IN ANY EVENT BE LIABLE TO THE OTHER FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, RELIANCE, COVER-TYPE, INCIDENTAL OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION, LOST BUSINESS, REVENUE, PROFITS, OR GOODWILL) ARISING IN CONNECTION WITH THIS AGREEMENT OR THE PROVISION OF SERVICES HEREUNDER (INCLUDING ANY SERVICE IMPLEMENTATION DELAYS/FAILURES), UNDER ANY THEORY OF TORT, CONTRACT, TORTWARRANTY, STRICT LIABILITY OR OTHERWISENEGLIGENCE, TO EVEN IF THE OTHER PARTY HAS BEEN ADVISED, KNEW OR ITS RESPECTIVE SUBSIDIARIES, AFFILIATES, FRANCHISEES OR OTHER OPERATORS FOR ANY TYPE OF INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (SUCH AS, BUT NOT LIMITED TO, LOSS OF PROFITS OR BUSINESS OPPORTUNITY) ARISING FROM A PARTY’S PERFORMANCE OR FAILURE TO PERFORM UNDER ANY SHOULD HAVE KNOWN OF THE TERMS AND PROVISIONS OF THIS AGREEMENT OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY SUCH DAMAGES ATTRIBUTABLE TO A BREACH OF ANY TERM OR PROVISION OF THIS AGREEMENT. COMPANY ACKNOWLEDGES AND AGREES THAT DISTRIBUTOR IS NOT THE MANUFACTURER OR PRODUCER OF THE PRODUCTS SUPPLIED BY DISTRIBUTOR. IN NO EVENT SHALL DISTRIBUTOR BE LIABLE WITH RESPECT TO ANY CONDITIONS, DEFECTS, DEFICIENCIES, DANGERS, FAULTS OR FAILURES, OF ANY KIND, IN OR RELATING TO ANY PRODUCTS SUPPLIED BY DISTRIBUTOR EXCEPT, SUBJECT TO THE LIMITATIONS STATED IN THIS AGREEMENT, TO THE EXTENT OF DISTRIBUTOR’S ACTUAL NEGLIGENCE IN ITS HANDLING POSSIBILITY OF SUCH PRODUCTSDAMAGES. EXCEPT AS EXPLICITLY PROVIDED IN THIS AGREEMENT, DISTRIBUTOR SELLER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY SERVICE PROVISIONED HEREUNDER. SELLER SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY WARRANTY IMPLIED WARRANTIES OF MERCHANTABILITY OR MERCHANTABILITY, FITNESS FOR ANY A PARTICULAR PURPOSE, OR TITLE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. NOTWITHSTANDING THE FOREGOING, SELLER’S TOTAL LIABILITY HEREUNDER SHALL IN NO EVENT EXCEED THE LESSER OF: BUYER’S PROVEN DIRECT DAMAGES OR AMOUNTS PAID TO SELLER IN CONNECTION WITH THE PROJECT. THE FOREGOING LIMITATION APPLIES TO ALL CAUSES OF ACTIONS AND CLAIMS, INCLUDING WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND OTHER TORTS. No cause of action under any theory which accrued more than one (1) year prior to the institution of a legal proceeding alleging such cause of action may be asserted by either Party against the other.

LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTIES. NOTWITHSTANDING SECTIONS 8.01 Absent fraud or willful misconduct by BATS, or a claim arising out of BATS’ indemnification or confidentiality obligations set forth herein, BATS, its officers, directors, shareholders, employees, agents and consultants shall not be liable to Data Recipient or its affiliates, or to any Data User or its affiliates, for any inaccurate or incomplete Exchange Data received from BATS or from a Redistributor, any delays, interruptions, errors, or omissions in the furnishing thereof, or any direct, indirect or consequential damages arising from or occasioned by said inaccuracies, delays, interruptions, errors or omissions. DATA RECIPIENT EXPRESSLY ACKNOWLEDGES THAT EXCHANGE DATA AND 8.02 ANY AND ALL MATERIAL RELATED TO EXCHANGE DATA, INCLUDING BUT NOT LIMITED TO THE CONTRARYSYSTEM AND BATS SPECIFICATIONS, NEITHER PARTY ARE BEING PROVIDED “AS IS.” DATA RECIPIENT EXPRESSLY ACKNOWLEDGES THAT BATS DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO EXCHANGE DATA, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR ANY WARRANTIES OF MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. ABSENT FRAUD OR WILLFUL MISCONDUCT BY BATS, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND CONSULTANTS SHALL IN ANY EVENT NOT BE LIABLE IN CONTRACTTO DATA RECIPIENT, TORTOR TO ANY RECIPIENT OF EXCHANGE DATA REDISTRIBUTED BY DATA RECIPIENT, STRICT LIABILITY OR OTHERWISEFOR INDIRECT, TO THE OTHER PARTY OR ITS RESPECTIVE SUBSIDIARIESCONSEQUENTIAL, AFFILIATESEXEMPLARY, FRANCHISEES OR OTHER OPERATORS FOR ANY TYPE OF INCIDENTALSPECIAL, CONSEQUENTIAL INCIDENTAL OR PUNITIVE DAMAGES (SUCH ASOF ANY NATURE, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR DAMAGE TO DATA, LOSS OF BUSINESS OPPORTUNITY) OR LOST PROFITS, ARISING FROM A PARTY’S PERFORMANCE OR FAILURE TO PERFORM UNDER ANY CAUSE WHATSOEVER, EVEN IF BATS HAS BEEN ADVISED OF THE TERMS POSSIBILITY OF SUCH DAMAGES. ABSENT FRAUD OR WILLFUL MISCONDUCT BY DATA RECIPIENT, OR A CLAIM ARISING OUT OF DATA RECIPIENT’S INDEMNIFICATION OR CONFIDENTIALITY OBLIGATIONS SET FORTH HEREIN, DATA RECIPIENT, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND PROVISIONS OF THIS AGREEMENT CONSULTANTS SHALL NOT BE LIABLE FOR INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY SUCH PUNITIVE DAMAGES ATTRIBUTABLE TO A BREACH OF ANY TERM OR PROVISION OF THIS AGREEMENT. COMPANY ACKNOWLEDGES AND AGREES THAT DISTRIBUTOR IS NOT THE MANUFACTURER OR PRODUCER NATURE ARISING FROM ANY CAUSE WHATSOEVER, EVEN IF DATA RECIPIENT HAS BEEN ADVISED OF THE PRODUCTS SUPPLIED BY DISTRIBUTOR. IN NO EVENT SHALL DISTRIBUTOR BE LIABLE WITH RESPECT TO ANY CONDITIONS, DEFECTS, DEFICIENCIES, DANGERS, FAULTS OR FAILURES, OF ANY KIND, IN OR RELATING TO ANY PRODUCTS SUPPLIED BY DISTRIBUTOR EXCEPT, SUBJECT TO THE LIMITATIONS STATED IN THIS AGREEMENT, TO THE EXTENT OF DISTRIBUTOR’S ACTUAL NEGLIGENCE IN ITS HANDLING POSSIBILITY OF SUCH PRODUCTS. EXCEPT AS EXPLICITLY PROVIDED IN THIS AGREEMENT, DISTRIBUTOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSEDAMAGES.

LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTIES. NOTWITHSTANDING SECTIONS 8.01 Except to the extent of fraud or willful misconduct by MEMX, or a claim arising out of MEMX’s indemnification or confidentiality obligations set forth herein, MEMX Indemnified Parties shall not be liable to Data Recipient or its affiliates, or to any other Person, for Claims and Losses related to the Exchange Data, including for any inaccurate or incomplete Exchange Data received from MEMX or from a Redistributor, any delays, interruptions, errors, or omissions in the furnishing thereof, or any direct, indirect or consequential damages arising from or occasioned by said inaccuracies, delays, interruptions, errors or omissions. DATA RECIPIENT EXPRESSLY ACKNOWLEDGES THAT EXCHANGE DATA AND 8.02 ANY AND ALL MATERIAL RELATED TO EXCHANGE DATA, INCLUDING BUT NOT LIMITED TO THE CONTRARYSYSTEM AND MEMX SPECIFICATIONS, NEITHER PARTY ARE BEING PROVIDED “AS IS.” EXCEPT AS EXPRESSLY SET FORTH IN SECTION 13, DATA RECIPIENT ACKNOWLEDGES THAT MEMX INDEMNIFIED PARTIES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO EXCHANGE DATA, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR ANY WARRANTIES OF MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. EXCEPT TO THE EXTENT OF FRAUD OR WILLFUL MISCONDUCT BY MEMX, MEMX INDEMNIFIED PARTIES SHALL IN ANY EVENT NOT BE LIABLE IN CONTRACTTO DATA RECIPIENT, TORTOR TO ANY OTHER PERSON, STRICT LIABILITY OR OTHERWISEFOR INDIRECT, TO THE OTHER PARTY OR ITS RESPECTIVE SUBSIDIARIESCONSEQUENTIAL, AFFILIATESEXEMPLARY, FRANCHISEES OR OTHER OPERATORS FOR ANY TYPE OF INCIDENTALSPECIAL, CONSEQUENTIAL INCIDENTAL OR PUNITIVE DAMAGES (SUCH ASOF ANY NATURE, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR DAMAGE TO DATA, LOSS OF BUSINESS OPPORTUNITY) OR LOST PROFITS, ARISING FROM A PARTY’S PERFORMANCE OR FAILURE TO PERFORM UNDER ANY CAUSE WHATSOEVER, EVEN IF MEMX HAS BEEN ADVISED OF THE TERMS AND PROVISIONS POSSIBILITY OF THIS AGREEMENT SUCH DAMAGES. ABSENT FRAUD OR OTHERWISEWILLFUL MISCONDUCT BY DATA RECIPIENT, INCLUDINGOR A CLAIM ARISING OUT OF DATA RECIPIENT’S INDEMNIFICATION OR CONFIDENTIALITY OBLIGATIONS SET FORTH HEREIN, WITHOUT LIMITATIONDATA RECIPIENT INDEMNIFIED PARTIES SHALL NOT BE LIABLE FOR INDIRECT, ANY SUCH CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES ATTRIBUTABLE TO A BREACH OF ANY TERM OR PROVISION OF THIS AGREEMENT. COMPANY ACKNOWLEDGES AND AGREES THAT DISTRIBUTOR IS NOT THE MANUFACTURER OR PRODUCER NATURE ARISING FROM ANY CAUSE WHATSOEVER, EVEN IF DATA RECIPIENT HAS BEEN ADVISED OF THE PRODUCTS SUPPLIED BY DISTRIBUTOR. IN NO EVENT SHALL DISTRIBUTOR BE LIABLE WITH RESPECT TO ANY CONDITIONS, DEFECTS, DEFICIENCIES, DANGERS, FAULTS OR FAILURES, OF ANY KIND, IN OR RELATING TO ANY PRODUCTS SUPPLIED BY DISTRIBUTOR EXCEPT, SUBJECT TO THE LIMITATIONS STATED IN THIS AGREEMENT, TO THE EXTENT OF DISTRIBUTOR’S ACTUAL NEGLIGENCE IN ITS HANDLING POSSIBILITY OF SUCH PRODUCTS. EXCEPT AS EXPLICITLY PROVIDED IN THIS AGREEMENT, DISTRIBUTOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSEDAMAGES.

LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTIES. NOTWITHSTANDING SECTIONS 8.01 Absent fraud or willful misconduct by Exchange or a claim arising out of Exchange’s indemnification obligation, the Exchange, its officers, directors, shareholders, employees, agents and consultants shall not be liable to Data Recipient or its affiliates, or any recipient of Exchange Data retransmitted by Data Recipient or its affiliates, for any inaccurate or incomplete Exchange Data, nor for any delays, interruptions, errors, or omissions in the furnishing thereof, nor for any direct, indirect or consequential damages arising from or occasioned by said inaccuracies, delays, interruptions, errors or omissions. DATA RECIPIENT EXPRESSLY ACKNOWLEDGES THAT THE EXCHANGE DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO EXCHANGE DATA, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR ANY WARRANTIES OF MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. THE EXCHANGE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND 8.02 TO THE CONTRARY, NEITHER PARTY CONSULTANTS SHALL IN ANY EVENT NOT BE LIABLE IN CONTRACTTO DATA RECIPIENT, TORTOR ANY RECIPIENT OF EXCHANGE DATA REDISTRIBUTED BY DATA RECIPIENT, STRICT LIABILITY OR OTHERWISE, TO THE OTHER PARTY OR ITS RESPECTIVE SUBSIDIARIES, AFFILIATES, FRANCHISEES OR OTHER OPERATORS FOR ANY TYPE OF INCIDENTALCONSEQUENTIAL, CONSEQUENTIAL EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES (SUCH ASDAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR DAMAGE TO DATA, LOSS OF BUSINESS OPPORTUNITY) OR LOST PROFITS, ARISING FROM A PARTY’S PERFORMANCE OR FAILURE TO PERFORM UNDER ANY OF THE TERMS AND PROVISIONS OF THIS AGREEMENT OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY SUCH DAMAGES ATTRIBUTABLE TO A BREACH OF ANY TERM OR PROVISION OUT OF THIS AGREEMENT. COMPANY ACKNOWLEDGES AND AGREES THAT DISTRIBUTOR IS NOT THE MANUFACTURER OR PRODUCER OF THE PRODUCTS SUPPLIED BY DISTRIBUTOR. IN NO EVENT SHALL DISTRIBUTOR BE LIABLE WITH RESPECT TO ANY CONDITIONS, DEFECTS, DEFICIENCIES, DANGERS, FAULTS OR FAILURES, OF ANY KIND, IN OR RELATING TO ANY PRODUCTS SUPPLIED BY DISTRIBUTOR EXCEPT, SUBJECT TO THE LIMITATIONS STATED IN THIS AGREEMENT, TO THE EXTENT OF DISTRIBUTOR’S ACTUAL NEGLIGENCE IN ITS HANDLING OF SUCH PRODUCTS. EXCEPT AS EXPLICITLY PROVIDED IN THIS AGREEMENT, DISTRIBUTOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.

LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTIES. NOTWITHSTANDING SECTIONS 8.01 AbsentExcept to the extent of fraud or willful misconduct by CDS, or a claim arising out of CDS’ indemnification or confidentiality obligations set forth herein, CDS, its officers, directors, shareholders, employees, agents and consultants Indemnified Parties shall not be liable to Data Recipient or its affiliates, or to any other Person, for Claims and Losses related to the Exchange Data User or its affiliates, including for any inaccurate or incomplete Exchange Data received from CDS or from a Redistributor, any delays, interruptions, errors, or omissions in the furnishing thereof, or any direct, indirect or consequential damages arising from or occasioned by said inaccuracies, delays, interruptions, errors or omissions. DATA RECIPIENT EXPRESSLY ACKNOWLEDGES THAT EXCHANGE DATA AND 8.02 ANY AND ALL MATERIAL RELATED TO EXCHANGE DATA, INCLUDING BUT NOT LIMITED TO THE CONTRARYSYSTEM AND CDS SPECIFICATIONS, NEITHER PARTY ARE BEING PROVIDED “AS IS.” EXCEPT AS EXPRESSLY SET FORTH IN SECTION 13, DATA RECIPIENT EXPRESSLY ACKNOWLEDGES THAT CDS DOESINDEMNIFIED PARTIES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO EXCHANGE DATA, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR ANY WARRANTIES OF MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. ABSENTEXCEPT TO THE EXTENT OF FRAUD OR WILLFUL MISCONDUCT BY CDS, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND CONSULTANTSCDS INDEMNIFIED PARTIES SHALL IN ANY EVENT NOT BE LIABLE IN CONTRACTTO DATA RECIPIENT, TORTOR TO ANY RECIPIENT OF EXCHANGE DATA REDISTRIBUTED BY DATA RECIPIENTOTHER PERSON, STRICT LIABILITY OR OTHERWISEFOR INDIRECT, TO THE OTHER PARTY OR ITS RESPECTIVE SUBSIDIARIESCONSEQUENTIAL, AFFILIATESEXEMPLARY, FRANCHISEES OR OTHER OPERATORS FOR ANY TYPE OF INCIDENTALSPECIAL, CONSEQUENTIAL INCIDENTAL OR PUNITIVE DAMAGES (SUCH ASOF ANY NATURE, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR DAMAGE TO DATA, LOSS OF BUSINESS OPPORTUNITY) OR LOST PROFITS, ARISING FROM A PARTY’S PERFORMANCE OR FAILURE TO PERFORM UNDER ANY CAUSE WHATSOEVER, EVEN IF CDS HAS BEEN ADVISED OF THE TERMS POSSIBILITY OF SUCH DAMAGES. ABSENT FRAUD OR WILLFUL MISCONDUCT BY DATA RECIPIENT, OR A CLAIM ARISING OUT OF DATA RECIPIENT’S INDEMNIFICATION OR CONFIDENTIALITY OBLIGATIONS SET FORTH HEREIN, DATA RECIPIENT, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND PROVISIONS OF THIS AGREEMENT CONSULTANTS INDEMNIFIED PARTIES SHALL NOT BE LIABLE FOR INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY SUCH PUNITIVE DAMAGES ATTRIBUTABLE TO A BREACH OF ANY TERM OR PROVISION OF THIS AGREEMENT. COMPANY ACKNOWLEDGES AND AGREES THAT DISTRIBUTOR IS NOT THE MANUFACTURER OR PRODUCER NATURE ARISING FROM ANY CAUSE WHATSOEVER, EVEN IF DATA RECIPIENT HAS BEEN ADVISED OF THE PRODUCTS SUPPLIED BY DISTRIBUTOR. IN NO EVENT SHALL DISTRIBUTOR BE LIABLE WITH RESPECT TO ANY CONDITIONS, DEFECTS, DEFICIENCIES, DANGERS, FAULTS OR FAILURES, OF ANY KIND, IN OR RELATING TO ANY PRODUCTS SUPPLIED BY DISTRIBUTOR EXCEPT, SUBJECT TO THE LIMITATIONS STATED IN THIS AGREEMENT, TO THE EXTENT OF DISTRIBUTOR’S ACTUAL NEGLIGENCE IN ITS HANDLING POSSIBILITY OF SUCH PRODUCTS. EXCEPT AS EXPLICITLY PROVIDED IN THIS AGREEMENT, DISTRIBUTOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSEDAMAGES.

LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTIES. NOTWITHSTANDING SECTIONS 8.01 AND 8.02 TO THE CONTRARY, NEITHER PARTY SHALL IN ANY EVENT BE LIABLE IN CONTRACT, TORT, STRICT LIABILITY NOBLE MAKES NO REPRESENTATIONS OR OTHERWISE, TO THE OTHER PARTY OR ITS RESPECTIVE SUBSIDIARIES, AFFILIATES, FRANCHISEES OR OTHER OPERATORS FOR ANY TYPE OF INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (SUCH AS, BUT NOT LIMITED TO, LOSS OF PROFITS OR BUSINESS OPPORTUNITY) ARISING FROM A PARTY’S PERFORMANCE OR FAILURE TO PERFORM UNDER ANY OF THE TERMS AND PROVISIONS OF THIS AGREEMENT OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY SUCH DAMAGES ATTRIBUTABLE TO A BREACH OF ANY TERM OR PROVISION OF THIS AGREEMENT. COMPANY ACKNOWLEDGES AND AGREES THAT DISTRIBUTOR IS NOT THE MANUFACTURER OR PRODUCER OF THE PRODUCTS SUPPLIED BY DISTRIBUTOR. IN NO EVENT SHALL DISTRIBUTOR BE LIABLE WITH RESPECT TO ANY CONDITIONS, DEFECTS, DEFICIENCIES, DANGERS, FAULTS OR FAILURES, WARRANTIES OF ANY KIND, IN OR RELATING TO ANY PRODUCTS SUPPLIED BY DISTRIBUTOR EXCEPT, SUBJECT TO THE LIMITATIONS STATED IN THIS AGREEMENT, TO THE EXTENT OF DISTRIBUTOR’S ACTUAL NEGLIGENCE IN ITS HANDLING OF SUCH PRODUCTS. EXCEPT AS EXPLICITLY PROVIDED IN THIS AGREEMENT, DISTRIBUTOR MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY WARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR ANY A PARTICULAR PURPOSE, OR THAT THE USE OF THE LICENSED MATERIALS, LICENSED INTELLECTUAL PROPERTY OR LICENSED PRODUCTS DO NOT INFRINGE ANY INTELLECTUAL PROPERTY OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY. NOBLE HEREBY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED. NO STATEMENTS OR RECOMMENDATIONS CONTAINED HEREIN ARE TO BE CONSTRUED AS INDUCEMENTS TO INFRINGE ANY RELEVANT PATENT, NOW OR HEREAFTER IN EXISTENCE. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHER DAMAGES FROM ALLEGED NEGLIGENCE, BREACH OF WARRANTY, STRICT LIABILITY, TORT, CONTRACT OR ANY OTHER LEGAL THEORY, ARISING OUT OF THE USE OR HANDLING OF THE LICENSED MATERIALS OR LICENSED PRODUCTS. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, EXCEPT FOR (A) A BREACH OF SECTIONS 3, 5 OR 6, OR (B) CLAIMS OF A THIRD PARTY THAT ARE SUBJECT TO INDEMNIFICATION UNDER SECTION 9, EACH PARTY’S LIABILITY FOR ANY CLAIMS RELATED TO OR ARISING FROM THE AGREEMENT SHALL BE LIMITED TO THE PURCHASE PRICE OF THE LICENSED MATERIAL SUPPLIED BY NOBLE WHICH IS THE SUBJECT OF THE CLAIM OR THE AMOUNT ACTUALLY PAID FOR SUCH LICENSED MATERIAL, WHICHEVER IS LESS. NOBLE SHALL NOT BE LIABLE FOR ANY CLAIMS RELATED TO OR ARISING FROM ANY LICENSED MATERIAL SUPPLIED BY ANY PARTY OR ENTITY OTHER THAN NOBLE. ANY TECHNICAL ADVICE, WHETHER ORAL OR WRITTEN, PROVIDED BY NOBLE TO LICENSEE SHALL NOT CONSTITUTE A REPRESENTATION OR WARRANTY BY NOBLE, AND LICENSEE’S ACCEPTANCE AND USE OF SUCH ADVICE IS AT COMPANY’S SOLE RISK.

LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTIES. NOTWITHSTANDING SECTIONS 8.01 AND 8.02 APM SHALL HAVE NO LIABILITY TO PURCHASER FOR ANY CLAIM, LOSS OR DAMAGE CAUSED OR ALLEGED TO BE CAUSED DIRECTLY, INDIRECTLY, INCIDENTALLY OR CONSEQUENTIALLY BY THE CONTRARYEQUIPMENT, NEITHER PARTY SHALL BY ANY INADEQUACY THEREOF OR DEFICIENCY OR DEFECT THEREIN, BY ANY INCIDENT WHATSOEVER IN ANY EVENT BE LIABLE CONNECTION THEREWITH, ARISING IN CONTRACTSTRICT LIABILITY, TORT, STRICT LIABILITY NEGLIGENCE OR OTHERWISE. EXCEPT AS CONTAINED HEREIN, TO THE OTHER PARTY APM MAKES NO EXPRESS OR ITS RESPECTIVE SUBSIDIARIES, AFFILIATES, FRANCHISEES OR OTHER OPERATORS FOR ANY TYPE OF INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (SUCH AS, BUT NOT LIMITED TO, LOSS OF PROFITS OR BUSINESS OPPORTUNITY) ARISING FROM A PARTY’S PERFORMANCE OR FAILURE TO PERFORM UNDER ANY OF THE TERMS AND PROVISIONS OF THIS AGREEMENT OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY SUCH DAMAGES ATTRIBUTABLE TO A BREACH OF ANY TERM OR PROVISION OF THIS AGREEMENT. COMPANY ACKNOWLEDGES AND AGREES THAT DISTRIBUTOR IS NOT THE MANUFACTURER OR PRODUCER OF THE PRODUCTS SUPPLIED BY DISTRIBUTOR. IN NO EVENT SHALL DISTRIBUTOR BE LIABLE WITH RESPECT TO ANY CONDITIONS, DEFECTS, DEFICIENCIES, DANGERS, FAULTS OR FAILURES, IMPLIED WARRANTIES OF ANY KIND, IN INCLUDING THOSE OF MERCHANT ABILTITY, DURABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR RELATING TO ANY PRODUCTS SUPPLIED BY DISTRIBUTOR EXCEPT, SUBJECT USE WITH THE RESPECT TO THE LIMITATIONS STATED IN THIS AGREEMENTEQUIPMENT, OR PATENT, TRADEMARK, AND COPYRIGHT INFRINGEMENT AND EXPRESSLY DISCLAIMS THE SAME. IF ANY EQUIPMENT OR ANY PART THEREOF IS NEW EQUIPMENT, PURCHASER ACKNOWLEDGES RECEIPT OF PRODUCT WARRANTY INFORMATION PROVIDED BY THE MANUFACTURER. PURCHASER FURTHER ACKNOWLEDGES THAT ITS SOLE REMEDY FOR THE BREACH OF ANY SUCH WARRANTY SHALL BE AGAINST THE MANUFACTURER AND NOT AGAINST APM AND THAT ANY SUCH BREACH SHALL NOT AFFECT THE OBLIGATIONS OF THE PURCHASER TO THE EXTENT OF DISTRIBUTOR’S ACTUAL NEGLIGENCE IN ITS HANDLING OF SUCH PRODUCTSAPM HEREUNDER. EXCEPT AS EXPLICITLY PROVIDED IN THIS AGREEMENTACCEPTED BY APM: ACCEPTED BY PURCHASER: APM eCONNECT By: /s/ Xxxxxxx Xxxx By: /s/ Xxxxxx X. Xxxxxx Xxxxxxx Xxxx, DISTRIBUTOR MAKES NO WARRANTIESPresident Xxxxxx X. Xxxxxx, EXPRESS OR IMPLIEDPresident APPENDIX "A" All Research, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSEDevelopment and Design is paid for by eConnect, Inc. A working prototype to be finalized in mid February 2000. Procurement of the build components and production can start immediately after final visual and written approval from eConnect.

LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTIES. NOTWITHSTANDING SECTIONS 8.01 AND 8.02 TO 9.1 EXCEPT FOR LIABILITY ARISING OUT OF A BREACH OF THE CONTRARYCONFIDENTIALITY OBLIGATIONS, NEITHER IN NO EVENT SHALL EITHER PARTY SHALL IN ANY EVENT BE LIABLE IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, TO THE OTHER PARTY OR ITS RESPECTIVE SUBSIDIARIESANY OTHER PERSON OR ENTITIY FOR THE COST OF SUBSITUTE GOODS OR SERVICES, AFFILIATESANY SPECIAL, FRANCHISEES OR OTHER OPERATORS FOR ANY TYPE OF CONSEQUENTIAL, INCIDENTAL, CONSEQUENTIAL INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES (SUCH ASDAMAGES, BUT NOT LIMITED TOHOWEVER CAUSED, LOSS ARISING OUT OF PROFITS OR BUSINESS OPPORTUNITY) ARISING RESULTING FROM A PARTY’S PERFORMANCE OR FAILURE TO PERFORM UNDER ANY OF THE TERMS AND PROVISIONS OF THIS AGREEMENT OR OTHERWISETHE USE OF THE PRODUCTS, INCLUDINGREGARDLESS OF THE FORM OF ACTION, WITHOUT LIMITATION, ANY SUCH DAMAGES ATTRIBUTABLE TO A WHETHER FOR BREACH OF CONTRACT, BREACH OF WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE (INCLUDING WITHOUT LIMITATION DAMAGES BASED ON LOSS OF PROFITS, DATA, FILES, OR BUSINESS INTERRUPTION OR OPPORTUNITY), AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS SET FORTH ABOVE SHALL BE DEEMED TO APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY TERM OR PROVISION OF LIMITED REMEDIES SET FORTH IN THIS AGREEMENT. COMPANY ACKNOWLEDGES THE PARTIES ACKNOWLEDGE AND AGREES AGREE THAT DISTRIBUTOR IS NOT THEY HAVE FULLY CONSIDERED THE MANUFACTURER OR PRODUCER FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLE, AND THAT THE FOREGOING LIMITATIONS ARE AN ESSENTIAL BASIS OF THE PRODUCTS SUPPLIED BY DISTRIBUTOR. IN NO EVENT SHALL DISTRIBUTOR BE LIABLE WITH RESPECT TO ANY CONDITIONS, DEFECTS, DEFICIENCIES, DANGERS, FAULTS OR FAILURES, OF ANY KIND, IN OR RELATING TO ANY PRODUCTS SUPPLIED BY DISTRIBUTOR EXCEPT, SUBJECT TO BARGAIN BETWEEN THE LIMITATIONS STATED IN THIS AGREEMENT, TO THE EXTENT OF DISTRIBUTOR’S ACTUAL NEGLIGENCE IN ITS HANDLING OF SUCH PRODUCTS. EXCEPT AS EXPLICITLY PROVIDED IN THIS AGREEMENT, DISTRIBUTOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSEPARTIES.

LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTIES. NOTWITHSTANDING SECTIONS 8.01 A. THE AGGREGATE LIABILITY OF MULTIGIG NETWORKS AND 8.02 TO THE CONTRARYITS AGENTS, NEITHER PARTY SHALL IN ANY EVENT BE LIABLE IN CONTRACTSUPPLIERS, TORT, STRICT LIABILITY OR OTHERWISE, TO THE OTHER PARTY OR ITS RESPECTIVE SUBSIDIARIES, AFFILIATES, FRANCHISEES OR OTHER OPERATORS AND LICENSORS FOR ANY TYPE AND ALL LOSSES, DAMAGES, AND CAUSES OF INCIDENTALACTION ARISING OUT OF THE AGREEMENT, CONSEQUENTIAL OR PUNITIVE DAMAGES (SUCH ASINCLUDING, BUT NOT LIMITED TO, LOSS THE PERFORMANCE OF PROFITS OR BUSINESS OPPORTUNITY) ARISING FROM A PARTY’S PERFORMANCE OR FAILURE TO PERFORM UNDER ANY OF THE TERMS SERVICE, AND PROVISIONS OF THIS AGREEMENT NOT OTHERWISE LIMITED HEREUNDER, WHETHER IN CONTRACT, TORT, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY SUCH SHALL NOT EXCEED DIRECT DAMAGES ATTRIBUTABLE EQUAL TO A BREACH THE SUM TOTAL OF ANY TERM PAYMENTS MADE BY CUSTOMER TO MULTIGIG NETWORKS DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT FOR WHICH DAMAGES ARE CLAIMED. THIS LIMITATION SHALL NOT APPLY TO MULTIGIG NETWORKSINDEMNIFICATION OBLIGATIONS AND CLAIMS FOR DAMAGE TO PROPERTY AND/OR PROVISION OF THIS AGREEMENT. COMPANY ACKNOWLEDGES AND AGREES THAT DISTRIBUTOR IS NOT THE MANUFACTURER OR PRODUCER PERSONAL INJURIES (INCLUDING DEATH) ARISING OUT OF THE PRODUCTS SUPPLIED BY DISTRIBUTORGROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF MULTIGIG NETWORKS WHILE ON THE CUSTOMER SERVICE LOCATION. B. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THE AGREEMENT, IN NO EVENT SHALL DISTRIBUTOR THE AGGREGATE LIABILITY OF MULTIGIG NETWORKS AND ITS AGENTS, SUPPLIERS, AND LICENSORS UNDER THIS AGREEMENT FOR ALL INDEMNIFICATION OF INTELLECTUAL PROPERTY CLAIMS UNDER SECTION 6(i) OF THESE GENERAL TERMS AND CONDITIONS EXCEED THE GREATER OF (I) ONE (1) MILLION DOLLARS ($1,000,000) AND (II) THE SUM TOTAL OF PAYMENTS MADE BY CUSTOMER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE INTELLECTUAL PROPERTY CLAIM FIRST AROSE. C. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THE AGREEMENT, IN NO EVENT SHALL MULTIGIG NETWORKS AND ITS AGENTS, SUPPLIERS, AND LICENSORS BE LIABLE WITH RESPECT TO ANY CONDITIONS, DEFECTS, DEFICIENCIES, DANGERS, FAULTS OR FAILURES, OF ANY KIND, IN OR RELATING TO ANY PRODUCTS SUPPLIED BY DISTRIBUTOR EXCEPT, SUBJECT TO THE LIMITATIONS STATED IN THIS AGREEMENT, TO THE EXTENT OF DISTRIBUTOR’S ACTUAL NEGLIGENCE IN ITS HANDLING OF SUCH PRODUCTS. EXCEPT AS EXPLICITLY PROVIDED IN THIS AGREEMENT, DISTRIBUTOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.LOSS, DAMAGE, OR CLAIM ARISING OUT OF OR RELATED TO: (1) CONTENT OR DATA RECEIVED OR DISTRIBUTED BY CUSTOMER OR ITS USERS THROUGH THE SERVICES; (2) ANY ACT OR OMISSION OF CUSTOMER, ITS USERS, OR THIRD PARTIES NOT UNDER THE CONTROL OF MULTIGIG NETWORKS; (3) INTEROPERABILITY, INTERACTION, OR INTERCONNECTION OF THE SERVICES WITH APPLICATIONS, EQUIPMENT, SERVICES, OR NETWORKS PROVIDED BY CUSTOMER OR THIRD PARTIES NOT UNDER THE CONTROL OF MULTIGIG NETWORKS; OR

LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTIES. NOTWITHSTANDING SECTIONS 8.01 THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY FOR ANY AND 8.02 TO THE CONTRARYALL DAMAGES WHATSOEVER UNDER, NEITHER PARTY SHALL IN CONNECTION OR OTHERWISE PERTAINING IN ANY EVENT BE LIABLE IN CONTRACTWAY TO THIS AGREEMENT, TORT, STRICT LIABILITY OR OTHERWISE, TO THE OTHER PARTY OR ITS RESPECTIVE SUBSIDIARIES, AFFILIATES, FRANCHISEES OR OTHER OPERATORS FOR ANY TYPE OF INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (SUCH AS, BUT NOT LIMITED TO, LOSS OF PROFITS OR BUSINESS OPPORTUNITY) ARISING FROM A PARTY’S PERFORMANCE OR FAILURE TO PERFORM UNDER ANY REGARDLESS OF THE TERMS AND PROVISIONS OF THIS AGREEMENT NATURE OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY SUCH DAMAGES ATTRIBUTABLE TO A BREACH OF ANY TERM OR PROVISION OF THIS AGREEMENT. COMPANY ACKNOWLEDGES AND AGREES THAT DISTRIBUTOR IS NOT THE MANUFACTURER OR PRODUCER THEORY OF THE PRODUCTS SUPPLIED CLAIM DURING THE TERM, SHALL NOT EXCEED THE AMOUNT PAID BY DISTRIBUTORCLIENT DURING THE 12-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. IN NO EVENT SHALL DISTRIBUTOR EITHER PARTY BE LIABLE WITH RESPECT TO FOR ANY CONDITIONSINDIRECT, DEFECTSSPECIAL, DEFICIENCIESINCIDENTAL, DANGERSPROFITS, FAULTS LOST BUSINESS OR FAILURESLOST SAVINGS, ANTICIPATED OR OTHERWISE (EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF ANY KIND, IN OR RELATING TO ANY PRODUCTS SUPPLIED BY DISTRIBUTOR EXCEPT, SUBJECT TO THE LIMITATIONS STATED IN THIS AGREEMENT, TO THE EXTENT OF DISTRIBUTOR’S ACTUAL NEGLIGENCE IN ITS HANDLING POSSIBILITY OF SUCH PRODUCTSLOSS OR DAMAGE). EXCEPT AS EXPLICITLY PROVIDED IN THIS AGREEMENT, DISTRIBUTOR 3CI MAKES NO WARRANTIES, EXPRESS OR IMPLIEDREPRESENTATIONS AND DISCLAIMS ALL WARRANTIES REGARDING 3CI SERVICES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM A COURSE OF DEALING OR COURSE OF PERFORMANCE. 3CI SHALL NOT BE LIABLE FOR LOSS DUE TO BILLING OR LEGAL LIMITATIONS AND SHALL NOT BE LIABLE FOR ANY PARTICULAR PURPOSEACT OR OMISSION OF ANY THIRD PARTY WITH WHICH 3CI CONDUCTS BUSINESS TO ACCOMPLISH THE PURPOSES HEREIN COMTEMPLATED. BY USING THE 3CI SERVICES YOU ACKNOWLEDGE THAT THE SERVICES ARE DELIVERED ON AN "AS IS" "AS AVAILABLE BASIS" AND THAT EACH CARRIER MAKES NO WARRANTY THAT ITS SERVICE WILL BE UNINTERRUPTED, SECURE OR ERROR FREE OR THAT MESSAGES WILL REACH THEIR INTENDED DESTINATION. THIS SECTION SHALL SURVIVE ANY EXPIRATION OR TERMINATION OF THIS AGREEMENT.

LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTIES. NOTWITHSTANDING SECTIONS 8.01 FOR BREACH OF ANY PROVISION FOR WHICH AN EXPRESS REMEDY IS PROVIDED, SUCH EXPRESS REMEDY WILL BE THE SOLE AND 8.02 TO THE CONTRARYEXCLUSIVE REMEDY. IF NO EXPRESS REMEDY IS PROVIDED, NEITHER PARTY SHALL IN ANY EVENT BE LIABLE IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, TO THE OTHER PARTY OR ITS RESPECTIVE SUBSIDIARIES, AFFILIATES, FRANCHISEES OR OTHER OPERATORS FOR ANY TYPE OF INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (SUCH AS, BUT NOT LIMITED TO, LOSS OF PROFITS OR BUSINESS OPPORTUNITY) ARISING FROM A PARTY’S PERFORMANCE LIABILITY WILL BE LIMITED TO DIRECT ACTUAL DAMAGES ONLY. NEITHER PARTY WILL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR FAILURE TO PERFORM INDIRECT DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT, UNDER ANY OF THE TERMS AND PROVISIONS OF THIS AGREEMENT INDEMNITY PROVISION OR OTHERWISE, INCLUDING, . THE PARTIES INTEND THAT THE LIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES BE WITHOUT LIMITATION, ANY SUCH DAMAGES ATTRIBUTABLE REGARD TO A BREACH THE CAUSES RELATED THERETO INCLUDING THE NEGLIGENCE OF ANY TERM PARTY, WHETHER SUCH NEGLIGENCE IS SOLE, JOINT OR PROVISION OF THIS AGREEMENTCONCURRENT, OR ACTIVE OR PASSIVE. COMPANY ACKNOWLEDGES AND AGREES THAT DISTRIBUTOR IS NOT THE MANUFACTURER OR PRODUCER OF THE PRODUCTS SUPPLIED BY DISTRIBUTOR. IN NO EVENT SHALL DISTRIBUTOR BE LIABLE WITH RESPECT TO ANY CONDITIONS, DEFECTS, DEFICIENCIES, DANGERS, FAULTS OR FAILURES, OF ANY KIND, IN OR RELATING TO ANY PRODUCTS SUPPLIED BY DISTRIBUTOR EXCEPT, SUBJECT TO THE LIMITATIONS STATED IN THIS AGREEMENT, TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE CHARACTERIZED OR DEEMED TO BE LIQUIDATED DAMAGES, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE LIQUIDATED DAMAGES CONSTITUTE A REASONABLE APPROXIMATION OF DISTRIBUTOR’S ACTUAL NEGLIGENCE IN ITS HANDLING OF SUCH PRODUCTSTHE HARM OR LOSS. EXCEPT AS EXPLICITLY PROVIDED IN THIS AGREEMENTFOR ANY REPRESENTATIONS AND WARRANTIES SET FORTH HEREIN, DISTRIBUTOR CURRENT EXPRESSLY DISCLAIMS AND MAKES NO WARRANTIES, EXPRESS WHETHER WRITTEN OR IMPLIEDORAL, WITH RESPECT TO THE ELECTRICITY SUPPLIED UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY WARRANTY EXPRESS, IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY A PARTICULAR PURPOSE. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, THE LIMITATIONS SET FORTH IN THIS PARAGRAPH SHALL SURVIVE THE EXPIRATION OR EARLY TERMINATION OF THIS AGREEMENT. FURTHER, IT IS UNDERSTOOD CURRENT SHALL NOT BE LIABLE FOR MATTERS WITHIN THE CONTROL OF THE EDC OR THE ISO, WHICH MAY RESULT FROM THE MAINTENANCE OR OPERATION OF ELECTRIC LINES AND SYSTEMS.

LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTIES. NOTWITHSTANDING SECTIONS 8.01 FOR BREACH OF ANY PROVISION FOR WHICH AN EXPRESS REMEDY IS PROVIDED, SUCH EXPRESS REMEDY WILL BE THE SOLE AND 8.02 TO THE CONTRARYEXCLUSIVE REMEDY. IF NO EXPRESS REMEDY IS PROVIDED, NEITHER PARTY SHALL IN ANY EVENT BE LIABLE IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, TO THE OTHER PARTY OR ITS RESPECTIVE SUBSIDIARIES, AFFILIATES, FRANCHISEES OR OTHER OPERATORS FOR ANY TYPE OF INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (SUCH AS, BUT NOT LIMITED TO, LOSS OF PROFITS OR BUSINESS OPPORTUNITY) ARISING FROM A PARTY’S PERFORMANCE LIABILITY WILL BE LIMITED TO DIRECT ACTUAL DAMAGES ONLY. NEITHER PARTY WILL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR FAILURE TO PERFORM INDIRECT DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT, UNDER ANY OF THE TERMS AND PROVISIONS OF THIS AGREEMENT INDEMNITY PROVISION OR OTHERWISE, INCLUDING, . THE PARTIES INTEND THAT THE LIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES BE WITHOUT LIMITATION, ANY SUCH DAMAGES ATTRIBUTABLE REGARD TO A BREACH THE CAUSES RELATED THERETO INCLUDING THE NEGLIGENCE OF ANY TERM PARTY, WHETHER SUCH NEGLIGENCE IS SOLE, JOINT OR PROVISION OF THIS AGREEMENTCONCURRENT, OR ACTIVE OR PASSIVE. COMPANY ACKNOWLEDGES AND AGREES THAT DISTRIBUTOR IS NOT THE MANUFACTURER OR PRODUCER OF THE PRODUCTS SUPPLIED BY DISTRIBUTOR. IN NO EVENT SHALL DISTRIBUTOR BE LIABLE WITH RESPECT TO ANY CONDITIONS, DEFECTS, DEFICIENCIES, DANGERS, FAULTS OR FAILURES, OF ANY KIND, IN OR RELATING TO ANY PRODUCTS SUPPLIED BY DISTRIBUTOR EXCEPT, SUBJECT TO THE LIMITATIONS STATED IN THIS AGREEMENT, TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE CHARACTERIZED OR DEEMED TO BE LIQUIDATED DAMAGES, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE LIQUIDATED DAMAGES CONSTITUTE A REASONABLE APPROXIMATION OF DISTRIBUTOR’S ACTUAL NEGLIGENCE IN ITS HANDLING OF SUCH PRODUCTSTHE HARM OR LOSS. EXCEPT AS EXPLICITLY PROVIDED IN THIS AGREEMENTFOR ANY REPRESENTATIONS AND WARRANTIES SET FORTH HEREIN, DISTRIBUTOR CHAMPION EXPRESSLY DISCLAIMS AND MAKES NO WARRANTIES, EXPRESS WHETHER WRITTEN OR IMPLIEDORAL, WITH RESPECT TO THE ELECTRICITY SUPPLIED UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY WARRANTY EXPRESS, IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY A PARTICULAR PURPOSE. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, THE LIMITATIONS SET FORTH IN THIS PARAGRAPH SHALL SURVIVE THE EXPIRATION OR EARLY TERMINATION OF THIS AGREEMENT. FURTHER, IT IS UNDERSTOOD CHAMPION SHALL NOT BE LIABLE FOR MATTERS WITHIN THE CONTROL OF THE TDU OR ERCOT, WHICH MAY RESULT FROM THE MAINTENANCE OR OPERATION OF ELECTRIC LINES AND SYSTEMS.

LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTIES. NOTWITHSTANDING SECTIONS 8.01 Except to the extent of gross negligence, fraud or willful misconduct by CDS, or a claim arising out of CDS indemnification or confidentiality obligations set forth herein, CDS Indemnified Parties shall not be liable to Data Recipient or its Affiliates, or to any other Person, for Claims and Losses related to the Data, including for any inaccurate or incomplete Data received from CDS or from a Redistributor, any delays, interruptions, errors, or omissions in the furnishing thereof, or any direct, indirect or consequential damages arising from or occasioned by said inaccuracies, delays, interruptions, errors, or omissions. DATA RECIPIENT EXPRESSLY ACKNOWLEDGES THAT DATA AND 8.02 ANY AND ALL MATERIAL RELATED TO DATA, INCLUDING BUT NOT LIMITED TO THE CONTRARYSYSTEM AND CDS SPECIFICATIONS, NEITHER PARTY ARE BEING PROVIDED “AS IS.” EXCEPT AS EXPRESSLY SET FORTH IN SECTION 13, DATA RECIPIENT ACKNOWLEDGES THAT CDS INDEMNIFIED PARTIES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO EXCHANGE DATA, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR ANY WARRANTIES OF MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. EXCEPT TO THE EXTENT OF GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT BY CDS, CDS INDEMNIFIED PARTIES SHALL IN ANY EVENT NOT BE LIABLE IN CONTRACTTO DATA RECIPIENT, TORTOR TO ANY OTHER PERSON, STRICT LIABILITY OR OTHERWISEFOR INDIRECT, TO THE OTHER PARTY OR ITS RESPECTIVE SUBSIDIARIESCONSEQUENTIAL, AFFILIATESEXEMPLARY, FRANCHISEES OR OTHER OPERATORS FOR ANY TYPE OF INCIDENTALSPECIAL, CONSEQUENTIAL INCIDENTAL OR PUNITIVE DAMAGES (SUCH ASOF ANY NATURE, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR DAMAGE TO DATA, LOSS OF BUSINESS OPPORTUNITY) OR LOST PROFITS, ARISING FROM A PARTY’S PERFORMANCE OR FAILURE TO PERFORM UNDER ANY CAUSE WHATSOEVER, EVEN IF CDS HAS BEEN ADVISED OF THE TERMS AND PROVISIONS POSSIBILITY OF THIS AGREEMENT SUCH DAMAGES. ABSENT GROSS NEGLIGENCE, FRAUD, OR OTHERWISEWILLFUL MISCONDUCT BY DATA RECIPIENT, INCLUDINGOR A CLAIM ARISING OUT OF DATA RECIPIENT’S INDEMNIFICATION OR CONFIDENTIALITY OBLIGATIONS SET FORTH HEREIN, WITHOUT LIMITATIONDATA RECIPIENT INDEMNIFIED PARTIES SHALL NOT BE LIABLE FOR INDIRECT, ANY SUCH CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ATTRIBUTABLE TO A BREACH OF ANY TERM OR PROVISION OF THIS AGREEMENT. COMPANY ACKNOWLEDGES AND AGREES THAT DISTRIBUTOR IS NOT THE MANUFACTURER OR PRODUCER NATURE ARISING FROM ANY CAUSE WHATSOEVER, EVEN IF DATA RECIPIENT HAS BEEN ADVISED OF THE PRODUCTS SUPPLIED BY DISTRIBUTOR. IN NO EVENT SHALL DISTRIBUTOR BE LIABLE WITH RESPECT TO ANY CONDITIONS, DEFECTS, DEFICIENCIES, DANGERS, FAULTS OR FAILURES, OF ANY KIND, IN OR RELATING TO ANY PRODUCTS SUPPLIED BY DISTRIBUTOR EXCEPT, SUBJECT TO THE LIMITATIONS STATED IN THIS AGREEMENT, TO THE EXTENT OF DISTRIBUTOR’S ACTUAL NEGLIGENCE IN ITS HANDLING POSSIBILITY OF SUCH PRODUCTS. EXCEPT AS EXPLICITLY PROVIDED IN THIS AGREEMENT, DISTRIBUTOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSEDAMAGES.

LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTIES. NOTWITHSTANDING SECTIONS 8.01 Except to the extent of fraud or willful misconduct by CDS, or a claim arising out of CDS’ indemnification or confidentiality obligations set forth herein, CDS Indemnified Parties shall not be liable to Data Recipient or its affiliates, or to any other Person, for Claims and Losses related to the Exchange Data, including for any inaccurate or incomplete Exchange Data received from CDS or from a Redistributor, any delays, interruptions, errors, or omissions in the furnishing thereof, or any direct, indirect or consequential damages arising from or occasioned by said inaccuracies, delays, interruptions, errors or omissions. DATA RECIPIENT EXPRESSLY ACKNOWLEDGES THAT EXCHANGE DATA AND 8.02 ANY AND ALL MATERIAL RELATED TO EXCHANGE DATA, INCLUDING BUT NOT LIMITED TO THE CONTRARYSYSTEM AND CDS SPECIFICATIONS, NEITHER PARTY ARE BEING PROVIDED “AS IS.” EXCEPT AS EXPRESSLY SET FORTH IN SECTION 13, DATA RECIPIENT ACKNOWLEDGES THAT CDS INDEMNIFIED PARTIES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO EXCHANGE DATA, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR ANY WARRANTIES OF MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. EXCEPT TO THE EXTENT OF FRAUD OR WILLFUL MISCONDUCT BY CDS, CDS INDEMNIFIED PARTIES SHALL IN ANY EVENT NOT BE LIABLE IN CONTRACTTO DATA RECIPIENT, TORTOR TO ANY OTHER PERSON, STRICT LIABILITY OR OTHERWISEFOR INDIRECT, TO THE OTHER PARTY OR ITS RESPECTIVE SUBSIDIARIESCONSEQUENTIAL, AFFILIATESEXEMPLARY, FRANCHISEES OR OTHER OPERATORS FOR ANY TYPE OF INCIDENTALSPECIAL, CONSEQUENTIAL INCIDENTAL OR PUNITIVE DAMAGES (SUCH ASOF ANY NATURE, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR DAMAGE TO DATA, LOSS OF BUSINESS OPPORTUNITY) OR LOST PROFITS, ARISING FROM A PARTY’S PERFORMANCE OR FAILURE TO PERFORM UNDER ANY CAUSE WHATSOEVER, EVEN IF CDS HAS BEEN ADVISED OF THE TERMS AND PROVISIONS POSSIBILITY OF THIS AGREEMENT SUCH DAMAGES. ABSENT FRAUD OR OTHERWISEWILLFUL MISCONDUCT BY DATA RECIPIENT, INCLUDINGOR A CLAIM ARISING OUT OF DATA RECIPIENT’S INDEMNIFICATION OR CONFIDENTIALITY OBLIGATIONS SET FORTH HEREIN, WITHOUT LIMITATIONDATA RECIPIENT INDEMNIFIED PARTIES SHALL NOT BE LIABLE FOR INDIRECT, ANY SUCH CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES ATTRIBUTABLE TO A BREACH OF ANY TERM OR PROVISION OF THIS AGREEMENT. COMPANY ACKNOWLEDGES AND AGREES THAT DISTRIBUTOR IS NOT THE MANUFACTURER OR PRODUCER NATURE ARISING FROM ANY CAUSE WHATSOEVER, EVEN IF DATA RECIPIENT HAS BEEN ADVISED OF THE PRODUCTS SUPPLIED BY DISTRIBUTOR. IN NO EVENT SHALL DISTRIBUTOR BE LIABLE WITH RESPECT TO ANY CONDITIONS, DEFECTS, DEFICIENCIES, DANGERS, FAULTS OR FAILURES, OF ANY KIND, IN OR RELATING TO ANY PRODUCTS SUPPLIED BY DISTRIBUTOR EXCEPT, SUBJECT TO THE LIMITATIONS STATED IN THIS AGREEMENT, TO THE EXTENT OF DISTRIBUTOR’S ACTUAL NEGLIGENCE IN ITS HANDLING POSSIBILITY OF SUCH PRODUCTS. EXCEPT AS EXPLICITLY PROVIDED IN THIS AGREEMENT, DISTRIBUTOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSEDAMAGES.

LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTIES. NOTWITHSTANDING SECTIONS 8.01 Except to the extent of fraud or willful IEX Indemnified Parties and any third -party information providers shall not be liable to Data Recipient or its Affiliate s, or to any other Person, for Claims and Losses related to the IEX Data , including for any inaccurate or incomplete IEX Data received from IEX or from any oth er party, including a nother Data Recipient , any delays, interruptions, errors, or omissions in the furnishing thereof, or any indirect , consequential , exemplary, special, lost profits, incidental or punitive damages arising from or occasioned by said inacc uracies, delays, interruptions, errors , or omissions. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 10 , DATA RECIPIENT ACKNOWLEDGES THAT IEX DATA AND 8.02 ANY AND ALL MATERIAL RELATED TO IEX DATA , INCLUDING BUT NOT LIMITED TO IEX SYSTEM AND IEX SPECIFICATIONS, ARE B EING THE IEX INDEMNIFIED PARTIES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO IEX DATA , INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARR ANTIES OR ANY WARRANTIES OF MERCHANTABILITY, QUALITY , OR FITNESS FOR A PARTICULAR PURPOSE. EXCEPT TO THE CONTRARYEXTENT OF FRAUD OR WILLFUL MISCONDUCT BY IEX, NEITHER PARTY OR AS SET FORTH IN SECTION 16, THE IEX INDEMNIFIED PARTIES SHALL IN ANY EVENT NOT BE LIABLE IN CONTRACTTO DATA RECIPIENT, TORTANY DATA USER, STRICT LIABILITY OR OTHERWISETO ANY OTHER PERSON , TO THE OTHER PARTY OR ITS RESPECTIVE SUBSIDIARIESFOR INDIRECT, AFFILIATESCONSEQUENTIAL, FRANCHISEES OR OTHER OPERATORS FOR ANY TYPE OF INCIDENTALEXEMPLARY, CONSEQUENTIAL SPECIAL, LOST PROFITS, INCIDENTAL , OR PUNITIVE DAMAGES (SUCH ASOF ANY NATURE, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR DAMAGE TO DATA, TRADING LOSSES, LOSS BY REASON OF SHUTDOWN IN OPER ATION OR FOR INCREASED EXPENSE IN OPERATION, LOSS OF BUSINESS OPPORTUNITY) , REPUTATION, OR LOST PROFITS, ARISING FROM A PARTY’S PERFORMANCE OR FAILURE TO PERFORM UNDER ANY CAUSE WHATSOEVER, EVEN IF IEX HAS BEEN ADVISED OF THE TERMS AND PROVISIONS POSSIBILITY OF THIS AGREEMENT OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY SUCH DAMAGES ATTRIBUTABLE TO A BREACH OF ANY TERM OR PROVISION OF THIS AGREEMENT. COMPANY ACKNOWLEDGES AND AGREES THAT DISTRIBUTOR IS NOT THE MANUFACTURER OR PRODUCER OF THE PRODUCTS SUPPLIED BY DISTRIBUTOR. IN NO EVENT SHALL DISTRIBUTOR BE LIABLE WITH RESPECT TO ANY CONDITIONS, DEFECTS, DEFICIENCIES, DANGERS, FAULTS OR FAILURES, OF ANY KIND, IN OR RELATING TO ANY PRODUCTS SUPPLIED BY DISTRIBUTOR EXCEPT, SUBJECT TO THE LIMITATIONS STATED IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW . AND ABSENT FRAUD OR WIL LFUL MISCONDUCT BY DATA RECIPIENT, OR INDEMNIFICATION OR CONFIDENTIALITY OBLIGATIONS SET FORTH HEREIN, THE DATA RECIPIENT INDEMNIFIED PARTIES SHALL NOT BE LIABLE FOR INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, LOST PROFITS, INCIDENTAL , OR PUNITIVE DAMAGES OF DISTRIBUTOR’S ACTUAL NEGLIGENCE IN ITS HANDLING ANY NATURE ARISING FROM ANY CAUSE WHATSOEVER, EVEN IF DATA RECIPIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH PRODUCTSDAMAGES. EXCEPT AS EXPLICITLY PROVIDED IN THIS AGREEMENTExcept to the extent of fraud or willful misconduct , DISTRIBUTOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSEthe aggrega te liability of Data Recipient on the one hand or IEX on the other hand under this Agreement shall not exceed the greater of US $100,000 or the fees owed to IEX over the twelve (12) calendar months immediately preceding the alleged injury or damage.

LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTIES. NOTWITHSTANDING SECTIONS 8.01 Except to the extent of gross negligence, fraud or willful misconduct by CDS, or a claim arising out of CDS’ indemnification or confidentiality obligations set forth herein, CDS Indemnified Parties shall not be liable to Data Recipient or its affiliatesAffiliates, or to any other Person, for Claims and Losses related to the Exchange Data, including for any inaccurate or incomplete Exchange Data received from CDS or from a Redistributor, any delays, interruptions, errors, or omissions in the furnishing thereof, or any direct, indirect or consequential damages arising from or occasioned by said inaccuracies, delays, interruptions, errors, or omissions. DATA RECIPIENT EXPRESSLY ACKNOWLEDGES THAT EXCHANGE DATA AND 8.02 ANY AND ALL MATERIAL RELATED TO EXCHANGE DATA, INCLUDING BUT NOT LIMITED TO THE CONTRARYSYSTEM AND CDS SPECIFICATIONS, NEITHER PARTY ARE BEING PROVIDED “AS IS.” EXCEPT AS EXPRESSLY SET FORTH IN SECTION 13, DATA RECIPIENT ACKNOWLEDGES THAT CDS INDEMNIFIED PARTIES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO EXCHANGE DATA, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR ANY WARRANTIES OF MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. EXCEPT TO THE EXTENT OF GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT BY CDS, CDS INDEMNIFIED PARTIES SHALL IN ANY EVENT NOT BE LIABLE IN CONTRACTTO DATA RECIPIENT, TORTOR TO ANY OTHER PERSON, STRICT LIABILITY OR OTHERWISEFOR INDIRECT, TO THE OTHER PARTY OR ITS RESPECTIVE SUBSIDIARIESCONSEQUENTIAL, AFFILIATESEXEMPLARY, FRANCHISEES OR OTHER OPERATORS FOR ANY TYPE OF INCIDENTALSPECIAL, CONSEQUENTIAL INCIDENTAL OR PUNITIVE DAMAGES (SUCH ASOF ANY NATURE, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR DAMAGE TO DATA, LOSS OF BUSINESS OPPORTUNITY) OR LOST PROFITS, ARISING FROM A PARTY’S PERFORMANCE OR FAILURE TO PERFORM UNDER ANY CAUSE WHATSOEVER, EVEN IF CDS HAS BEEN ADVISED OF THE TERMS AND PROVISIONS POSSIBILITY OF THIS AGREEMENT SUCH DAMAGES. ABSENT GROSS NEGLIGENCE, FRAUD, OR OTHERWISEWILLFUL MISCONDUCT BY DATA RECIPIENT, INCLUDINGOR A CLAIM ARISING OUT OF DATA RECIPIENT’S INDEMNIFICATION OR CONFIDENTIALITY OBLIGATIONS SET FORTH HEREIN, WITHOUT LIMITATIONDATA RECIPIENT INDEMNIFIED PARTIES SHALL NOT BE LIABLE FOR INDIRECT, ANY SUCH CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ATTRIBUTABLE TO A BREACH OF ANY TERM OR PROVISION OF THIS AGREEMENT. COMPANY ACKNOWLEDGES AND AGREES THAT DISTRIBUTOR IS NOT THE MANUFACTURER OR PRODUCER NATURE ARISING FROM ANY CAUSE WHATSOEVER, EVEN IF DATA RECIPIENT HAS BEEN ADVISED OF THE PRODUCTS SUPPLIED BY DISTRIBUTOR. IN NO EVENT SHALL DISTRIBUTOR BE LIABLE WITH RESPECT TO ANY CONDITIONS, DEFECTS, DEFICIENCIES, DANGERS, FAULTS OR FAILURES, OF ANY KIND, IN OR RELATING TO ANY PRODUCTS SUPPLIED BY DISTRIBUTOR EXCEPT, SUBJECT TO THE LIMITATIONS STATED IN THIS AGREEMENT, TO THE EXTENT OF DISTRIBUTOR’S ACTUAL NEGLIGENCE IN ITS HANDLING POSSIBILITY OF SUCH PRODUCTS. EXCEPT AS EXPLICITLY PROVIDED IN THIS AGREEMENT, DISTRIBUTOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSEDAMAGES.

LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTIES. NOTWITHSTANDING SECTIONS 8.01 AND 8.02 EXCEPT TO THE CONTRARYEXTENT OF IEX’S FRAUD OR WILLFUL MISCONDUCT, NEITHER PARTY THE IEX INDEMNIFIED PARTIES SHALL IN HAVE NO LIABILITY WHATSOEVER TO ANY EVENT BE LIABLE IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, TO THE OTHER PARTY DATA SUBSCRIBER OR ITS RESPECTIVE SUBSIDIARIES, AFFILIATES, FRANCHISEES ANY DATA USER, OR TO ANY OTHER OPERATORS PERSON FOR ANY TYPE OF INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY NATURE (SUCH AS, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS BUSINESS, LOSS OF PROFITS, LOSS OF REVENUES OR ANTICIPATED PROFITS, BUSINESS OPPORTUNITY) INTERRUPTION, LOSS OF OR DAMAGE TO DATA, TRADING LOSSES, REPUTATIONAL DAMAGES, LOST SAVINGS OR OTHER SIMILAR PECUNIARY OR INDIRECT LOSS), RESULTING FROM, IN CONNECTION WITH, OR ARISING FROM A PARTY’S PERFORMANCE OUT OF THIS AGREEMENT, THE ADDITIONAL DOCUMENATION, OR FAILURE TO PERFORM UNDER ANY USE OF THE TERMS IEX MARKET DATA, INCLUDING BUT NOT LIMITED TO, FOR ANY INACCURATE OR INCOMPLETE IEX MARKET DATA RECEIVED FROM IEX OR FROM ANY OTHER PARTY, ANY DELAYS, INTERRUPTIONS, ERRORS, UNAVAILABILITY, OR OMISSIONS IN THE FURNISHING THEREOF, OR BY REASON OF SUSPENSION IN OPERATION, EVEN IF THE IEX INDEMNIFIED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, TO THE MAXIMUM EXTENT PERMITTED BY LAW. IEX DOES NOT REPRESENT OR WARRANT THAT THE IEX MARKET DATA WILL MEET ANY OR ALL OF DATA SUBSCRIBER’S PARTICULAR REQUIREMENTS, THAT THE IEX MARKET DATA WILL BE COMPLETELY SECURE OR THAT ANY ERRORS IN THE IEX MARKET DATA CAN BE FOUND IN ORDER TO BE CORRECTED. ABSENT FRAUD, WILLFUL MISCONDUCT, OR NEGLIGENCE BY DATA SUBSCRIBER, ITS AFFILIATES OR ITS DATA USERS, AND PROVISIONS SUBJECT TO DATA SUBSCRIBER’S INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS SET FORTH HEREIN, THE DATA SUBSCRIBER INDEMNIFIED PARTIES SHALL NOT BE LIABLE FOR INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY NATURE RESULTING FROM, IN CONNECTION WITH, OR ARISING OUT OF ANY CAUSE WHATSOEVER, EVEN IF DATA SUBSCRIBER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY PAYMENT OBLIGATIONS BY DATA SUBSCRIBER UNDER THIS AGREEMENT OR OTHERWISETHE ADDITIONAL DOCUMENTATION ARE NOT SUBJECT TO THIS CLAUSE. IEX WILL MAKE COMMERCIALLY REASONABLE EFFORTS TO OFFER IEX MARKET DATA AND MATERIAL RELATED TO ACCESSING IEX MARKET DATA, INCLUDINGINCLUDING BUT NOT LIMITED TO, WITHOUT LIMITATIONTHE IEX SYSTEM, IEX SPECIFICATIONS AND IEX MARKET DATA POLICIES. NOTWITHSTANDING THE FOREGOING, DATA SUBSCRIBER ACKNOWLEDGES THAT ALL IEX MARKET DATA AND ANY SUCH DAMAGES ATTRIBUTABLE AND ALL MATERIAL RELATED TO A BREACH OF ACCESSING IEX MARKET DATA, INCLUDING BUT NOT LIMITED TO, THE IEX SYSTEM AND IEX SPECIFICATIONS AND IEX MARKET DATA POLICIES, ARE BEING PROVIDED “AS IS,” “WHERE IS,” AND “AS AVAILABLE.” DATA SUBSCRIBER ACKNOWLEDGES THAT TO THE FULLEST EXTENT PERMITTED BY LAW, THE IEX INDEMNIFIED PARTIES DO NOT MAKE ANY TERM REPRESENTATIONS OR PROVISION OF THIS AGREEMENT. COMPANY ACKNOWLEDGES AND AGREES THAT DISTRIBUTOR IS NOT THE MANUFACTURER OR PRODUCER OF THE PRODUCTS SUPPLIED BY DISTRIBUTOR. IN NO EVENT SHALL DISTRIBUTOR BE LIABLE WITH RESPECT TO ANY CONDITIONS, DEFECTS, DEFICIENCIES, DANGERS, FAULTS OR FAILURES, WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED, OR STATUTORY WITH RESPECT TO IEX MARKET DATA, INCLUDING BUT NOT LIMITED TO, ANY EXPRESS, IMPLIED OR STATUTORY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF TIMELINESS, TRUTHFULNESS, SEQUENCE, COMPLETENESS, RESULTS, QUALITY, PERFORMANCE, SPEED OF DELIVERY, FUNCTIONALITY, RELIABILITY, ACCURACY, FREEDOM FROM INTERRUPTION, ANY IMPLIED WARRANTIES ARISING BY STATUTE OR OTHERWISE IN LAW OR RELATING ARISING FROM TRADE USAGE, COURSE OF DEALING, OR COURSE OF PERFORMANCE, OR ANY WARRANTIES OF MERCHANTABILITY, QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE ARISING OUT OF OR RELATED TO (I) THIS AGREEMENT OR THE ADDITIONAL DOCUMENTATION; (II) THE IEX MARKET DATA AND ALL MATERIAL RELATED TO ACCESSING IEX MARKET DATA, INCLUDING BUT NOT LIMITED TO, THE IEX SYSTEM, IEX SPECIFICATIONS AND IEX MARKET DATA POLICIES; AND/OR (III) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION OR IEX MARKET DATA TO OR FROM IEX. DATA SUBSCRIBER AGREES THAT THE IEX MARKET DATA IS NOT INVESTMENT ADVICE NOR DOES IT CONSTITUTE OPINIONS OR BELIEFS OF IEX, OR ANY PRODUCTS SUPPLIED OF ITS RESPECTIVE AFFILIATES OR ANY OF ITS RESPECTIVE EMPLOYEES. IEX EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY LOSS OR INJURY CAUSED IN WHOLE OR IN PART BY DISTRIBUTOR EXCEPTNEGLIGENCE OR ANY OTHER ERROR MADE BY HUMAN OR MACHINE CONCERNING THE PRODUCTION, SUBJECT TO COMPILATION, OR DISTRIBUTION OF IEX MARKET DATA. DATA SUBSCRIBER EXPRESSLY ASSUMES THE LIMITATIONS STATED IN THIS AGREEMENTENTIRE RISK FOR THE RECEIPT, USE, RESULTS AND PERFORMANCE OF IEX MARKET DATA. EXCEPT TO THE EXTENT OF DISTRIBUTORIEX’S ACTUAL NEGLIGENCE IN ITS HANDLING FRAUD OR WILLFUL MISCONDUCT, THE AGGREGATE LIABILITY OF SUCH PRODUCTS. EXCEPT AS EXPLICITLY PROVIDED IN IEX ARISING UNDER OR RELATED TO THIS AGREEMENT, DISTRIBUTOR MAKES NO WARRANTIESTHE ADDITIONAL DOCUMENTATION, EXPRESS OR IMPLIEDTHE SUBJECT MATTER HEREOF FOR ALL CLAIMS, INCLUDING WITHOUT LIMITATION COSTS, LOSSES AND DAMAGES IS LIMITED TO THE AMOUNT OF DATA SUBSCRIBER’S DIRECT DAMAGES THAT ARE ACTUALLY INCURRED IN REASONABLE RELIANCE, AND WHICH SHALL NOT EXCEED THE FEES ACTUALLY PAID TO IEX BY DATA SUBSCRIBER OVER THE TWELVE (12) CALENDAR MONTHS IMMEDIATELY PRECEDING THE ALLEGED INJURY OR DAMAGE THAT GAVE RISE TO THE LIABILITY. IEX AND ITS AFFILIATES SHALL NOT BE LIABLE TO DATA SUBSCRIBER OR TO ANY WARRANTY OTHER PERSON FOR THE INACCURACIES, DELAYS, INTERRUPTIONS, ERRORS, UNAVAILABILITY, OR OMISSIONS OF MERCHANTABILITY IEX MARKET DATA FROM IEX’S THIRD-PARTY INFORMATION PROVIDERS OR FITNESS FOR FROM ANY PARTICULAR PURPOSEIEX MARKET DATA RECEIVED FROM A DATA SUBSCRIBER.

LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTIES. NOTWITHSTANDING SECTIONS 8.01 AND 8.02 TO THE CONTRARY, NEITHER PARTY RELEASEES SHALL IN ANY EVENT NOT BE LIABLE IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, TO THE OTHER PARTY OR ITS RESPECTIVE SUBSIDIARIES, AFFILIATES, FRANCHISEES OR OTHER OPERATORS FOR ANY TYPE OF DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM: PROGRAM PARTICIPATION. (i) ANY AND ALL DEMANDS, RIGHTS, AND CAUSES OF ACTION OF WHATEVER KIND OR PUNITIVE DAMAGES NATURE, ARISING OUT OF ALL KNOWN AND UNKNOWN, FORESEEN AND UNFORESEEN, BODILY AND PERSONAL INJURIES, DAMAGE TO PROPERTY, AND THE CONSEQUENCES THEREOF, INCLUDING DEATH, RESULTING FROM PARTICIPATION BY THE PARTICIPANT IN THE PROGRAM; (SUCH ASii) THE COST OF PROCUREMENT OF GOODS AND SERVICES IN CONNECTION WITH THE PROGRAM; (iii) ANY GOODS OR SERVICES PURCHASED OR OBTAINED IN CONNECTION WITH THE PROGRAM; OR (iv) UNAUTHORIZED ACCESS TO OR ALTERATION OF MY TRANSMISSIONS OR DATA, INCLUDING BUT NOT LIMITED TO, TO DAMAGES FOR LOSS OF PROFITS PROFITS, USE, DATA OR BUSINESS OPPORTUNITY) ARISING FROM A PARTYOTHER INTANGIBLE. I EXPRESSLY AGREE THAT PARTICIPATION IN THE PROGRAM IS AT THE PARTICIPANT’S PERFORMANCE OR FAILURE TO PERFORM UNDER ANY OF MY, AS APPLICABLE, SOLE RISK. THE TERMS PROGRAM IS PROVIDED ON AN “AS IS” AND PROVISIONS OF THIS AGREEMENT OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY SUCH DAMAGES ATTRIBUTABLE TO A BREACH OF ANY TERM OR PROVISION OF THIS AGREEMENT“AS AVAILABLE” BASIS. COMPANY ACKNOWLEDGES AND AGREES THAT DISTRIBUTOR IS NOT THE MANUFACTURER OR PRODUCER OF THE PRODUCTS SUPPLIED BY DISTRIBUTOR. IN NO EVENT SHALL DISTRIBUTOR BE LIABLE WITH RESPECT TO ANY CONDITIONS, DEFECTS, DEFICIENCIES, DANGERS, FAULTS OR FAILURES, RELEASEES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, IN OR RELATING TO ANY PRODUCTS SUPPLIED BY DISTRIBUTOR EXCEPT, SUBJECT TO THE LIMITATIONS STATED IN THIS AGREEMENT, TO THE EXTENT OF DISTRIBUTOR’S ACTUAL NEGLIGENCE IN ITS HANDLING OF SUCH PRODUCTS. EXCEPT AS EXPLICITLY PROVIDED IN THIS AGREEMENT, DISTRIBUTOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR MERCHANTABILITY, FITNESS FOR ANY A PARTICULAR PURPOSEPURPOSE OR NON- INFRINGEMENT.