Common use of Limitation of Liability EXCEPT Clause in Contracts

Limitation of Liability EXCEPT. FOR CLAIMS INVOLVING CONFIDENTIALITY OR INFRINGEMENT, NEITHER PARTY’S AGGREGATE LIABILITY IN CONNECTION WITH ANY CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE OF THE APPLIANCE OR SOFTWARE SHALL BE MORE THAN THE LESSER AMOUNT OF (1.) THE LICENSE FEES ACTUALLY PAID BY LICENSEE UNDER THIS AGREEMENT, PLUS THE AMOUNT OF SUPPORT FEES WHICH HAVE BEEN PAID OR WILL BE PAID DURING THE FIRST YEAR OF THIS AGREEMENT, OR (2.) ONE MILLION DOLLARS ($1,000,000). THIS LIMIT, WHICH INCLUDES ALL COSTS AND FEES ARISING OUT OF ANY SUCH CLAIM, SHALL APPLY TO ANY AND ALL CLAIMS REGARDLESS OF THE LEGAL THEORY ON WHICH THEY ARE BASED. NEITHER PARTY (NOR VORMETRIC’S LICENSORS) SHALL BE LIABLE UNDER THIS AGREEMENT FOR LOST PROFITS OR FOR CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL, OR EXEMPLARY DAMAGES, REGARDLESS OF THE LEGAL THEORY ON WHICH THEY ARE BASED, EVEN IF THALES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS OF LIABILITY ARE INDEPENDENT OF ANY EXCLUSIVE REMEDIES FOR BREACH OF WARRANTY SET FORTH IN THIS AGREEMENT AND WILL APPLY EVEN IF THE ABOVE STATED WARRANTY FAILS OF ITS ESSENTIAL PURPOSE. IN ADDITION, THALES WILL HAVE NO LIABILITY TO LICENSEE UNDER ANY OF SECTIONS 12 OR 17 OF THIS AGREEMENT, OR UNDER THE SUPPORT SCHEDULE, IF LICENSEE NEGLECTS TO INSTALL WITHIN A REASONABLE TIME PERIOD ANY FAILURE CORRECTION SOFTWARE DELIVERED TO LICENSEE, OR ANY UPDATE OR RELEASE OF THE SOFTWARE MADE GENERALLY AVAILABLE AFTER THE EFFECTIVE DATE THAT WOULD HAVE AVOIDED OR MITIGATED THE CLAIM. For purposes of clarification, the foregoing limitations will apply to any obligation of Thales, if any, which may be deemed to apply under Section 17 (“Indemnification and Infringements”), to indemnify or hold harmless Licensee from any internal costs incurred by Licensee (i) for loss of time or profit as a result of defense of the third party claim,

Limitation of Liability EXCEPT. FOR CLAIMS INVOLVING CONFIDENTIALITY DEATH, BODILY INJURY OR INFRINGEMENTFRAUD, NEITHER PARTY’S AGGREGATE OR TO THE EXTENT THAT ANY EXCLUSION OR LIMITATION OF ITS LIABILITY IS VOID, PROHIBITED OR UNENFORCEABLE BY APPLICABLE LAW, IN CONNECTION WITH ANY CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR NO EVENT SHALL KKMT BE LIABLE CONCERNING THE USE OF THE APPLIANCE OR SOFTWARE SHALL BE MORE THAN THE LESSER AMOUNT OF (1.) THE LICENSE FEES ACTUALLY PAID BY LICENSEE UNDER THIS AGREEMENT, PLUS THE AMOUNT OF SUPPORT FEES WHICH HAVE BEEN PAID OR WILL BE PAID DURING THE FIRST YEAR SUBJECT MATTER OF THIS AGREEMENT, OR (2.) ONE MILLION DOLLARS ($1,000,000). THIS LIMIT, WHICH INCLUDES ALL COSTS AND FEES ARISING OUT OF ANY SUCH CLAIM, SHALL APPLY TO ANY AND ALL CLAIMS REGARDLESS OF THE LEGAL THEORY ON WHICH THEY ARE BASED. NEITHER PARTY FORM OF ANY CLAIM OR ACTION (NOR VORMETRIC’S LICENSORSWHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY (A) SHALL BE LIABLE UNDER THIS AGREEMENT FOR LOST PROFITS MATTER BEYOND ITS REASONABLE CONTROL (INCLUDING ANY ERROR OR FOR CONSEQUENTIALDAMAGE ATTRIBUTABLE TO ANY NETWORK OR SYSTEM), (B) LOSS OR INACCURACY OF DATA, LOSS OR INTERRUPTION OF USE, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS OR SERVICES, (C) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, INDIRECTEXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, INCIDENTALBUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS OR GOODWILL, OR EXEMPLARY DAMAGES(D) DIRECT DAMAGES IN EXCESS, REGARDLESS IN THE AGGREGATE, OF FEE PAID TO KKMT WITHIN ONE MONTH PRECEDING THE LEGAL THEORY ON WHICH THEY ARE BASEDDATE CAUSE OF ACTION AROSE, EVEN IF THALES KKMT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING THESE LIMITATIONS OF LIABILITY ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF ANY EXCLUSIVE REMEDIES FOR BREACH OF WARRANTY SET FORTH IN THIS AGREEMENT AND WILL SHALL APPLY EVEN IF NOTWITHSTANDING THE ABOVE STATED WARRANTY FAILS FAILURE OF ITS ESSENTIAL PURPOSEANY REMEDY PROVIDED HEREIN. IN ADDITION, THALES WILL HAVE NO LIABILITY TO LICENSEE UNDER ANY OF SECTIONS 12 OR 17 OF THIS AGREEMENT, OR UNDER THE SUPPORT SCHEDULE, IF LICENSEE NEGLECTS TO INSTALL WITHIN A REASONABLE TIME PERIOD ANY FAILURE CORRECTION SOFTWARE DELIVERED TO LICENSEE, OR ANY UPDATE OR RELEASE OF THE SOFTWARE MADE GENERALLY AVAILABLE AFTER THE EFFECTIVE DATE THAT WOULD HAVE AVOIDED OR MITIGATED THE CLAIM. For purposes of clarification, the foregoing limitations will apply to any obligation of Thales, if any, which may be deemed to apply under Section 17 (“Indemnification and Infringements”), to indemnify or hold harmless Licensee from any internal costs incurred by Licensee (i) for loss of time or profit as a result of defense of the third party claim,General Provisions

Limitation of Liability EXCEPT. FOR CLAIMS INVOLVING CONFIDENTIALITY OR INFRINGEMENTDS’S LIABILITY UNDER SECTION 5.2 HEREOF, NEITHER PARTYDS’S AGGREGATE MAXIMUM LIABILITY IN CONNECTION WITH ANY CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR FOR DAMAGES SHALL NOT EXCEED THE USE OF THE APPLIANCE OR SOFTWARE SHALL BE MORE THAN THE LESSER AMOUNT OF (1.) THE LICENSE FEES ACTUALLY PAID BY LICENSEE UNDER THIS AGREEMENT, PLUS CUSTOMER FOR THE AMOUNT OF SUPPORT FEES LICENSED PROGRAM OR THE ONLINE SERVICES WHICH HAVE BEEN PAID OR WILL BE PAID DURING CAUSED THE FIRST YEAR OF THIS AGREEMENT, OR DAMAGES IN THE PRECEDING TWELVE (2.12) ONE MILLION DOLLARS ($1,000,000). THIS LIMIT, WHICH INCLUDES ALL COSTS AND FEES ARISING OUT OF ANY SUCH CLAIM, SHALL APPLY MONTH-PERIOD PRIOR TO ANY AND ALL CLAIMS REGARDLESS THE OCCURRENCE OF THE LEGAL THEORY ON WHICH THEY ARE BASEDCAUSE OF ACTION GIVING RISE TO THE CLAIM. NEITHER PARTY (NOR VORMETRIC’S LICENSORS) DS SHALL BE LIABLE UNDER THIS AGREEMENT HAVE NO LIABILITY FOR LOST PROFITS OR FOR CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY PUNITIVE DAMAGES, REGARDLESS INCLUDING WITHOUT LIMITATION CLAIMS FOR LOST PROFITS, BUSINESS INTERRUPTION AND LOSS OF THE LEGAL THEORY ON WHICH THEY ARE BASEDDATA, EVEN IF THALES THAT IN ANY WAY RELATE TO THIS AGREEMENT, ANY DS OFFERING, DOCUMENTATION OR SERVICES, WHETHER OR NOT DS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGESDAMAGES AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY. THE FOREGOING LIMITATIONS STATED IN THIS SECTION SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER THE ASSERTED LIABILITY OR DAMAGES ARE INDEPENDENT OF ANY EXCLUSIVE REMEDIES FOR BASED ON CONTRACT (INCLUDING, BUT NOT LIMITED TO, BREACH OF WARRANTY SET FORTH IN THIS AGREEMENT AND WILL APPLY EVEN IF THE ABOVE STATED WARRANTY FAILS OF ITS ESSENTIAL PURPOSE. IN ADDITIONWARRANTY), THALES WILL HAVE NO LIABILITY TO LICENSEE UNDER ANY OF SECTIONS 12 OR 17 OF THIS AGREEMENTTORT (INCLUDING, OR UNDER THE SUPPORT SCHEDULEBUT NOT LIMITED TO, IF LICENSEE NEGLECTS TO INSTALL WITHIN A REASONABLE TIME PERIOD ANY FAILURE CORRECTION SOFTWARE DELIVERED TO LICENSEENEGLIGENCE), STATUTE, OR ANY UPDATE OTHER LEGAL OR RELEASE OF THE SOFTWARE MADE GENERALLY AVAILABLE AFTER THE EFFECTIVE DATE THAT WOULD HAVE AVOIDED OR MITIGATED THE CLAIMEQUITABLE THEORY. Customer waives any and all claims related to this Agreement or any DS Offerings or Documentation or services provided hereunder, for any direct, indirect, incidental or consequential damages, on any basis, against any DS licensors or any DS Group Company other than DS. Any legal action against DS must be filed with the appropriate judicial jurisdiction within two (2) years after the applicable cause of action has arisen. 8. Distributors For purposes any DS Offering which Customer obtains through a Distributor, Customer agrees that Distributor is responsible for pricing, payment collection and delivery of clarification, any orders it accepts. DS remains independent from the foregoing limitations will apply to any obligation of Thales, if any, which may be deemed to apply under Section 17 (“Indemnification Distributor and Infringements”), to indemnify is not responsible for the Distributor’s actions or hold harmless Licensee from any internal costs incurred by Licensee (i) for loss of time or profit as a result of defense of the third party claim,omissions. 9.

Limitation of Liability EXCEPT. TO THE EXTENT SPECIFICALLY ADDRESSED HEREIN, TENANT SHALL NOT HAVE THE RIGHT TO AN ABATEMENT OF RENT OR TO TERMINATE THIS LEASE AS A RESULT OF LANDLORD'S DEFAULT AS TO ANY COVENANT OR AGREEMENT CONTAINED IN THIS LEASE OR AS A RESULT OF THE BREACH OF ANY PROMISE OR INDUCEMENT IN CONNECTION HEREWITH, WHETHER IN THIS LEASE OR ELSEWHERE AND TENANT HEREBY WAIVES SUCH REMEDIES OF ABATEMENT OF RENT AND TERMINATION. TENANT HEREBY AGREES THAT TENANT'S REMEDIES FOR CLAIMS INVOLVING CONFIDENTIALITY DEFAULT HEREUNDER OR INFRINGEMENT, NEITHER PARTY’S AGGREGATE LIABILITY IN ANY WAY ARISING IN CONNECTION WITH THIS LEASE INCLUDING ANY CLAIMS ARISING OUT BREACH OF ANY PROMISE OR RELATING TO THIS AGREEMENT INDUCEMENT OR THE USE OF THE APPLIANCE WARRANTY, EXPRESSED OR SOFTWARE IMPLIED, SHALL BE MORE THAN LIMITED TO SUIT FOR DIRECT AND PROXIMATE DAMAGES PROVIDED THAT TENANT HAS GIVEN THE LESSER AMOUNT NOTICES AS HEREINAFTER REQUIRED. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS LEASE, THE LIABILITY OF (1.) THE LICENSE FEES ACTUALLY PAID LANDLORD TO TENANT FOR ANY DEFAULT BY LICENSEE LANDLORD UNDER THIS AGREEMENT, PLUS LEASE SHALL BE LIMITED TO THE AMOUNT INTEREST OF SUPPORT FEES WHICH HAVE BEEN PAID OR WILL BE PAID DURING LANDLORD IN THE FIRST YEAR OF THIS AGREEMENT, OR (2.) ONE MILLION DOLLARS ($1,000,000). THIS LIMIT, WHICH INCLUDES ALL COSTS BUILDING AND FEES ARISING OUT THE PROPERTY AND TENANT AGREES TO LOOK SOLELY TO LANDLORD'S INTEREST IN THE BUILDING AND THE PROPERTY FOR THE RECOVERY OF ANY SUCH CLAIMJUDGMENT AGAINST THE LANDLORD, IT BEING INTENDED THAT LANDLORD SHALL APPLY NOT BE PERSONALLY LIABLE FOR ANY JUDGMENT OR DEFICIENCY. TENANT HEREBY COVENANTS THAT, PRIOR TO THE FILING OF ANY SUIT FOR DIRECT AND PROXIMATE DAMAGES, IT SHALL GIVE LANDLORD AND ALL CLAIMS REGARDLESS OF THE LEGAL THEORY ON WHICH THEY ARE BASED. NEITHER PARTY (NOR VORMETRIC’S LICENSORS) SHALL BE LIABLE UNDER THIS AGREEMENT FOR LOST PROFITS OR FOR CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL, OR EXEMPLARY DAMAGES, REGARDLESS OF THE LEGAL THEORY ON WHICH THEY ARE BASED, EVEN IF THALES MORTGAGEES WHOM TENANT HAS BEEN ADVISED NOTIFIED HOLD MORTGAGES OR DEED OF TRUST LIENS ON THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS OF LIABILITY ARE INDEPENDENT OF ANY EXCLUSIVE REMEDIES FOR BREACH OF WARRANTY SET FORTH IN THIS AGREEMENT PROPERTY, BUILDING OR PREMISES ("LANDLORD MORTGAGEES") NOTICE AND WILL APPLY EVEN IF THE ABOVE STATED WARRANTY FAILS OF ITS ESSENTIAL PURPOSE. IN ADDITION, THALES WILL HAVE NO LIABILITY TO LICENSEE UNDER ANY OF SECTIONS 12 OR 17 OF THIS AGREEMENT, OR UNDER THE SUPPORT SCHEDULE, IF LICENSEE NEGLECTS TO INSTALL WITHIN A REASONABLE TIME PERIOD TO CURE ANY FAILURE CORRECTION SOFTWARE DELIVERED TO LICENSEE, OR ANY UPDATE OR RELEASE OF THE SOFTWARE MADE GENERALLY AVAILABLE AFTER THE EFFECTIVE DATE THAT WOULD HAVE AVOIDED OR MITIGATED THE CLAIM. For purposes of clarification, the foregoing limitations will apply to any obligation of Thales, if any, which may be deemed to apply under Section 17 (“Indemnification and Infringements”), to indemnify or hold harmless Licensee from any internal costs incurred by Licensee (i) for loss of time or profit as a result of defense of the third party claim,ALLEGED DEFAULT BY LANDLORD.

Limitation of Liability EXCEPT. AS MAY BE DESCRIBED IN AN APPLICABLE SERVICE DESCRIPT ION OR IN A SERVICE AGREEMENT FOR CLAIMS INVOLVING CONFIDENTIALITY OR INFRINGEMENTPROJECT SERVICES, NEITHER PARTYPROVIDER’ LIABILITY UNDER THIS AGREEMENT IS LIMITED TO ANY ACTUAL, DIRECT DAMAGES INCURRED BY CLIENT AND WILL NOT EXCEED THE GREATER OF (1) THE PROCEEDS OF ANY PROVIDER’S AGGREGATE PROFESSIONAL LIABILITY INSURANCE MAINTAINED BY PROVIDER UNDER ITS APPLICABLE INSURANCE POLICIES, TOGETHER WITH ANY SELF-INSURED RETENTION AMOUNTS IN CONNECTION WITH THOSE POLICIES, OR (2) THE AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT AND ALL SERVICE DESCRIPTIONS DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE ACCRUAL OF ANY SUCH CLAIM. IN THE EVENT OF AN INSURANCE COVERAGE DISPUTE, PROVIDER IS NOT REQUIRED TO DISPUTE THE COVERAGE DETERMINATION AND IS NOT REQUIRED TO FILE A DECLARATORY JUDGMENT ACTION. IN NO EVENT IS EITHER PARTY TO BE HELD LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT OR PUNITIVE DAMAGES OR CLAIMS, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST SAVINGS, LOST PRODUCTIVITY, LOSS OF DATA, LOSS FROM INTERRUPTION OF BUSINESS, LOSS OF PROGRAMS OR INFORMATION, AND THE LIKE THAT RESULT FROM THE USE OR INABILITY TO USE THE SERVICES OR FROM MISTAKES, THE SERVICES NOT MEETING YOUR REQUIREMENTS OR EXPECTATIONS, OMISSIONS, TRANSLATIONS AND SYSTEM WORDINGS, FUNCTIONALITY OF FILTERS, MIGRATION ISSUES, INTERRUPTIONS, DELETION OF FILES OR DIRECTORIES, HARDWARE FAILURES, UNAVAILABILITY OF BACKUPS, ERRORS, DEFECTS, DELAYS IN OPERATION, TRANSMISSION, SECURITY BREACH, OR THIRD-PARTY SEVICE FAILURES, EVEN IF PREVIOUSLY ADVISED OF THEIR POSSIBILITY AND REGARDLESS OF WHETHER THE FORM OF ACTION IS IN CONTRACT, TORT OR OTHERWISE. PROVIDER WILL NOT BE LIABLE FOR ANY KIND OF AUTHORIZED ACCESS OR ANY HARM THAT MAY BE CAUSED BY YOUR ACCESS TO THIRD-PARTY APPLICATION PROGRAMMING INTERFACES OR THE EXECUTION OR TRANSMISSION OF MALICIOUS CODE OR SIMILAR OCCURRENCES, INCLUDING WITHOUT LIMITATION, DISABLING DEVICES, DROP DEAD DEVICES, TIME BOMBS, LOGIC BOMBS, TRAP DOORS, TROJAN HORSES, WORMS, VIRUSES, HACKERS, PHISHERS, CRYPTO-LOCKERS, RANSOMWARE, AND SIMILAR MECHANISMS. YOU AGREE THAT THE TOTAL LIABILITY OF PROVIDER AND YOUR SOLE REMEDY FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR REGARDING THE USE OF THE APPLIANCE OR SOFTWARE SHALL BE MORE THAN THE LESSER AMOUNT OF (1.) THE LICENSE FEES ACTUALLY PAID BY LICENSEE SERVICES UNDER THIS AGREEMENT, PLUS THE AMOUNT OF SUPPORT FEES WHICH HAVE BEEN PAID OR WILL BE PAID DURING THE FIRST YEAR OF THIS AGREEMENTINCLUDING ANY SCHEDULE, OR OTHERWISE IS LIMITED TO PROCEEDS IN SECTION APPLICABLE INSURANCE COVERAGE. INSURANCE Client Obligations: Client shall maintain a minimum of One Million Dollars (2.US $1,000,000) ONE MILLION DOLLARS in insurance coverage through its respective carriers. Such insurance must include, at a minimum, commercial general liability, workers compensation coverage, and first-party cyber liability. Provider Obligations: Provider agrees to maintain during the Term, professional liability insurance including errors and omissions with aggregate limits of at least One Million Dollars (US $1,000,000). THIS LIMITClient’s insurance shall be primary over Provider’s insurance. Client agrees to waive and to require its insurers to waive any rights of subrogation or recovery they may have against Provider, WHICH INCLUDES ALL COSTS AND FEES ARISING OUT OF ANY SUCH CLAIMits agents, SHALL APPLY TO ANY AND ALL CLAIMS REGARDLESS OF THE LEGAL THEORY ON WHICH THEY ARE BASEDofficers, directors and employees. NEITHER PARTY (NOR VORMETRIC’S LICENSORS) SHALL BE LIABLE UNDER THIS AGREEMENT FOR LOST PROFITS OR FOR CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL, OR EXEMPLARY DAMAGES, REGARDLESS OF THE LEGAL THEORY ON WHICH THEY ARE BASED, EVEN IF THALES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGESDATA PRIVACY & PROTECTION Client Data Provider agrees that any Client Data remains the property of Client and/or its end user or other third-party. THE FOREGOING LIMITATIONS OF LIABILITY ARE INDEPENDENT OF ANY EXCLUSIVE REMEDIES FOR BREACH OF WARRANTY SET FORTH IN THIS AGREEMENT AND WILL APPLY EVEN IF THE ABOVE STATED WARRANTY FAILS OF ITS ESSENTIAL PURPOSEProvider agrees that it will comply with all applicable United States data privacy laws that the Services are subject to and as stated herein. IN ADDITION, THALES WILL HAVE NO LIABILITY TO LICENSEE UNDER ANY OF SECTIONS 12 OR 17 OF THIS AGREEMENT, OR UNDER THE SUPPORT SCHEDULE, IF LICENSEE NEGLECTS TO INSTALL WITHIN A REASONABLE TIME PERIOD ANY FAILURE CORRECTION SOFTWARE DELIVERED TO LICENSEE, OR ANY UPDATE OR RELEASE OF THE SOFTWARE MADE GENERALLY AVAILABLE AFTER THE EFFECTIVE DATE THAT WOULD HAVE AVOIDED OR MITIGATED THE CLAIM. For purposes of clarification, the foregoing limitations will apply to any obligation of Thales, if any, which may be deemed to apply under Section 17 California Consumer Privacy Act (“Indemnification CCPA”) The California Consumer Privacy Act (“CCPA”) becomes effective January 1, 2020. Once effective, Provider shall comply with all aspects of CCPA by implementing and Infringementsmaintaining reasonable security procedures and practices to protect Personal Information as defined under CCPA, including encrypting Personal Information from unauthorized access, exfiltration, theft or disclosure. Provider shall be prohibited from selling, retaining, using or disclosing the Personal Information outside of the direct business relationship with Client’s regulated under CCPA. Provider acknowledges and agrees to certify that it understands the restrictions of CCPA and will comply with them when CCPA becomes effective, and that Client’s regulated under CCPA will execute an applicable Data Processing Addendum (defined below) required by CCPA for compliance. GLBA & HIPAA Data Processing Client agrees not to provide any data to Provider subject to the Xxxxx-Xxxxx-Xxxxxx Act (“GLBA”) or Health Insurance Portability and Accountability Act (“HIPAA”). Client shall indemnify and hold Provider harmless for any claims related to Client Data that is regulated under GLBA and/or HIPAA, unless the Parties enter an applicable Data Processing Addendum (defined below). GDPR & United Kingdom Data Processing Client agrees not to indemnify or hold harmless Licensee provide any data to Provider from any internal costs incurred by Licensee (i) for loss of time or profit as a result of defense data subject of the third party claim,European Union or the United Kingdom that is regulated under the General Data Protection Regulation (“GDPR”) or similar data protection regulation. Client shall indemnify and hold Provider harmless for any claims related to Client Data that is from a data subject from the European Union or the United Kingdom, or from claims from any data protection regulatory authority enforcing GDPR compliance or similar data protection regulation. If the United Kingdom departs from the European Union and decides to withdraw from or supersede GDPR with a similar data protection regulation, then the subsequent United Kingdom data protection regulation will be the governing regulation for United Kingdom’s data subjects. Data Processing Addendum For Clients who require the processing of GLBA, HIPAA, GDPR, or United Kingdom data processing or similar data privacy and/or data protection regulation, Client must enter into an applicable agreement with Provider in the form of a data processing agreement (the “Data Processing Addendum”).

Limitation of Liability EXCEPT. FOR CLAIMS INVOLVING CONFIDENTIALITY (a) A BREACH BY CUSTOMER OF SECTION 2 (b) INFRINGEMENT OR INFRINGEMENTMISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, INCLUDING TRADE SECRETS, (c) DAMAGES FOR BODILY INJURY, DEATH, DAMAGE TO REAL OR TANGIBLE PERSONAL PROPERTY, AND (d) TO THE EXTENT PERMITTED BY APPLICABLE LAW (THE “EXCLUDED MATTERS”), NEITHER PARTY’S AGGREGATE LIABILITY IN CONNECTION WITH PARTY SHALL BE LIABLE TO THE OTHER PARTY OR TO ANY CLAIMS OTHER PERSON FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL LOSSES, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, THOSE ARISING OUT OF OR RELATING TO THIS TO: (i) LOSS OF DATA; (ii) LOSS OF INCOME; (iii) LOSS OF OPPORTUNITY; (iv) LOST PROFITS; and (v) UNAVAILABILITY (EXCLUDING CREDITS DUE FOR ANY SERVICE LEVEL AGREEMENT OBLIGATION) OR THE USE NON-PERFORMANCE OF ANY OR ALL OF THE APPLIANCE OR SOFTWARE SHALL BE MORE THAN THE LESSER AMOUNT SERVICES, IN EACH CASE, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, TORT (1.) THE LICENSE FEES ACTUALLY PAID BY LICENSEE UNDER THIS AGREEMENT, PLUS THE AMOUNT OF SUPPORT FEES WHICH HAVE BEEN PAID OR WILL BE PAID DURING THE FIRST YEAR OF THIS AGREEMENTINCLUDING NEGLIGENCE), OR (2.) ONE MILLION DOLLARS ($1,000,000). THIS LIMITVIOLATION OF STATUTE, WHICH INCLUDES ALL COSTS AND FEES ARISING OUT OF ANY WHETHER OR NOT SUCH CLAIM, SHALL APPLY TO ANY AND ALL CLAIMS REGARDLESS OF THE LEGAL THEORY ON WHICH THEY ARE BASED. NEITHER PARTY (NOR VORMETRIC’S LICENSORS) SHALL BE LIABLE UNDER THIS AGREEMENT FOR LOST PROFITS OR FOR CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL, OR EXEMPLARY DAMAGES, REGARDLESS OF THE LEGAL THEORY ON WHICH THEY ARE BASED, EVEN IF THALES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY. EXCEPT FOR THE EXCLUDED MATTERS, THE TOTAL CUMULATIVE LIABILITY OF EITHER PARTY ARISING OUT OF THIS AGREEMENT AND/OR THE TERMINATION THEREOF, SHALL BE LIMITED TO THE SUM OF THE AMOUNTS PAID FOR THE APPLICABLE PRODUCT(S) DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO THE LIABILITY, OR IN THE CASE OF MAINTENANCE, CONSULTING SERVICES OR EDUCATION SERVICES, THE AMOUNTS PAID FOR THE APPLICABLE SERVICE. THE FOREGOING LIMITATIONS OF LIABILITY ARE INDEPENDENT OF SHALL NOT LIMIT CUSTOMER’S OBLIGATIONS TO PAY ANY EXCLUSIVE REMEDIES FOR BREACH OF WARRANTY SET FORTH IN THIS AGREEMENT AND WILL APPLY EVEN IF THE ABOVE STATED WARRANTY FAILS OF ITS ESSENTIAL PURPOSE. IN ADDITION, THALES WILL HAVE NO LIABILITY TO LICENSEE FEES AND/OR OTHER SUMS DUE UNDER ANY OF SECTIONS 12 OR 17 OF THIS AGREEMENT, OR UNDER THE SUPPORT SCHEDULE, IF LICENSEE NEGLECTS TO INSTALL WITHIN A REASONABLE TIME PERIOD ANY FAILURE CORRECTION SOFTWARE DELIVERED TO LICENSEE, OR ANY UPDATE OR RELEASE OF THE SOFTWARE MADE GENERALLY AVAILABLE AFTER THE EFFECTIVE DATE THAT WOULD HAVE AVOIDED OR MITIGATED THE CLAIM. For purposes of clarification, the foregoing limitations will apply to any obligation of Thales, if any, which may be deemed to apply under Section 17 (“Indemnification and Infringements”), to indemnify or hold harmless Licensee from any internal costs incurred by Licensee (i) for loss of time or profit as a result of defense of the third party claim,ORDER.