Common use of Limitation of Liability Clause in Contracts

Limitation of Liability. Except as otherwise provided under Applicable Law or in this Agreement, our liability to you in connection with the Service will be limited to the actual Losses sustained by you, and only to the extent such losses are a direct result of our gross negligence, willful misconduct, or bad faith. IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, INDIRECT, OR PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF YOU ADVISE US OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE SERVICE INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES, LOST EARNINGS OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS, OR FOR ANY INDEMNIFICATION CLAIM, WHETHER CONTRACTUAL, EQUITABLE OR OTHER, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTED. Except to the extent otherwise required or provided in this Agreement or by Applicable Law, our aggregate liability to you for all Losses incurred in connection with any single claim shall not exceed the amount equal to the monthly billing to you for the Service over the six (6) month period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurred. You agree and acknowledge that the limitations of liability set forth in this section and the indemnification obligations set forth below, as well as elsewhere in this Agreement, represent a bargained for allocation of risk and liability, and the parties agree to respect such allocation of risk and liability. You acknowledge and agree that we would not enter into this Agreement without the limitations of liability and indemnification obligations set forth in this Agreement. The limitations of liability contained in this Agreement shall survive the termination of this Agreement.

Limitation of Liability. Except as otherwise provided under Applicable Law You agree that your exclusive remedy and NetCarrier’s sole liability for any interruption or in failure of any Service furnished pursuant to this Agreement, our liability to you in connection with the Service will Agreement shall be limited to NetCarrier’s issuing service credits to you, the amount of which shall in no event exceed the actual Losses sustained charges you incurred for the interrupted Service. NetCarrier shall not be liable for any Service interruption caused by you, and only or any act or omission of any other carrier furnishing any portion of the Services or any entity furnishing to NetCarrier or to NetCarrier’s customer’s facilities or equipment used for or with the extent such losses are a direct result of our gross negligence, willful misconduct, or bad faithServices NetCarrier offers. IN NETCARRIER’S LIABILITY SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU TO NETCARRIER UNDER THIS AGREEMENT. NETCARRIER SHALL HAVE NO EVENT WILL WE BE LIABLE LIABILITY FOR ANY CONSEQUENTIAL, EXEMPLARYLOSS OF DATA OR DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR PUNITIVE SPECIAL DAMAGES ARISING FROM ANY SERVICES PROVIDED HEREIN OR LOST PROFITSANY INTERRUPTION FAILURE OF ANY SUCH SERVICE, EVEN IF YOU ADVISE US NETCARRIER HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSESREASONABLY FORESAW SUCH DAMAGES. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER NETCARRIER MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR INCUR IN CONNECTION WITH THE SERVICE INCLUDINGIMPLIED, BUT INCLUDING AND NOT LIMITED TOTO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO ANY SERVICE, ATTORNEYS’ FEESFACILITIES OR EQUIPMENT PROVIDED PURSUANT TO THIS AGREEMENT. The damages excluded hereby specifically include damage to your own computer systems, LOST EARNINGS OR PROFITSloss or theft of your information, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTScosts incurred you to third parties, OR FOR ANY INDEMNIFICATION CLAIM, WHETHER CONTRACTUAL, EQUITABLE OR OTHER, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTEDand loss of business or profits by you. Except to the extent otherwise required or provided in this Agreement or by Applicable Law, our aggregate liability to you for all Losses incurred in connection with any single claim shall not exceed the amount equal to the monthly billing to you NetCarrier assumes no responsibility for the Service over availability or performance of any systems or related facilities under the six (6) month period immediately preceding the date on which the damage control of other entities, even if NetCarrier has acted as your agent in arranging for such facilities or injury giving rise services. Such facilities are provided subject to such claim is alleged to have occurred. You agree and acknowledge that degree of protection or non-pre-emptibility as may be provided by the limitations of liability set forth in this section and the indemnification obligations set forth below, as well as elsewhere in this Agreement, represent a bargained for allocation of risk and liability, and the parties agree to respect such allocation of risk and liabilityother entities. You acknowledge and agree that we would not enter into this Agreement without accept the reasonableness of the foregoing disclaimer and limitations of liability and indemnification obligations set forth in this Agreementliability. The limitations No cause of liability contained in this Agreement shall survive action under any theory which accrued more than one (1) year prior to the termination institution of a legal proceeding alleging such cause of action may be assessed by your agent against NetCarrier. For purposes of this Agreement, all references to you and NetCarrier include their respective affiliates, agents, officers, directors, shareholders and employers.

Limitation of Liability. Except In the event that Secured Party, Company or Bank suffers or incurs any Losses and Liabilities as otherwise provided under Applicable Law a result of, or in connection with, its or any other party’s performance or failure to perform its obligations under this Agreement, our the affected parties shall negotiate in good faith in an effort to reach a mutually satisfactory allocation of such Losses and Liabilities, it being understood that Bank will not be responsible for any Losses and Liabilities due to any cause other than its own negligence or breach of this Agreement, in which case its liability to you in connection with the Service will Secured Party and Company shall, unless otherwise provided by any law which cannot be varied by contract, be limited to direct money damages in an amount not to exceed ten (10) times all the actual Bank Fees charged or incurred during the calendar month immediately preceding the calendar month in which such Losses sustained and Liabilities occurred (or, if no Bank Fees were charged or incurred in the preceding month, the Bank Fees charged or incurred in the month in which the Losses and Liabilities occurred). Company will indemnify Bank against all Losses and Liabilities suffered or incurred by youBank as a result of third party claims; provided, and only however, that to the extent such losses Losses and Liabilities are a direct result directly caused by Bank’s negligence or breach of our this Agreement such indemnity will only apply to those Losses and Liabilities which exceed the liability limitation specified in the preceding sentence. The limitation of Bank’s liability and the indemnification by Company set out above will not be applicable to the extent any Losses and Liabilities of any party to this Agreement are directly caused by Bank’s gross negligence, negligence or willful misconduct, or bad faith. IN NO EVENT WILL WE BANK BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, EXEMPLARYINCIDENTAL, INDIRECT, INDIRECT OR PUNITIVE DAMAGES DAMAGES, WHETHER ANY CLAIM IS BASED ON CONTRACT OR LOST PROFITSTORT, EVEN IF YOU ADVISE US OF WHETHER THE POSSIBILITY LIKELIHOOD OF SUCH DAMAGES WAS KNOWN TO BANK AND REGARDLESS OF THE FORM OF THE CLAIM OR LOSSES. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE SERVICE ACTION, INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEESANY CLAIM OR ACTION ALLEGING GROSS NEGLIGENCE, LOST EARNINGS WILLFUL MISCONDUCT, FAILURE TO EXERCISE REASONABLE CARE OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS, OR FOR ANY INDEMNIFICATION CLAIM, WHETHER CONTRACTUAL, EQUITABLE OR OTHER, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTEDFAILURE TO ACT IN GOOD FAITH. Except Any action against Bank by Company or Secured Party under or related to the extent otherwise required or provided in this Agreement or by Applicable Law, our aggregate liability to you for all Losses incurred in connection with any single claim shall not exceed must be brought within twelve months after the amount equal to the monthly billing to you for the Service over the six (6) month period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurred. You agree and acknowledge that the limitations cause of liability set forth in this section and the indemnification obligations set forth below, as well as elsewhere in this Agreement, represent a bargained for allocation of risk and liability, and the parties agree to respect such allocation of risk and liability. You acknowledge and agree that we would not enter into this Agreement without the limitations of liability and indemnification obligations set forth in this Agreement. The limitations of liability contained in this Agreement shall survive the termination of this Agreementaction accrues.

Limitation of Liability. Except as otherwise provided under Applicable Law or Licensor is not responsible for obsolescence of the Licensed Program that may result from changes in this Agreementyour requirements. Licensor assumes no responsibility for the use of superseded, our liability to you in connection with the Service will be limited to the actual Losses sustained by you, and only to the extent such losses are a direct result of our gross negligence, willful misconductoutdated, or bad faithuncorrected versions of the Licensed Program. IN NO EVENT WILL WE BE LIABLE FOR As your exclusive remedy for any material defect in the Licensed Program for which Licensor is responsible, Licensor shall refund the amount paid as the license fee for the defective or nonconforming module of the Licensed Program. THIS PROGRAM IS PROVIDED "AS IS" WITHOUT ANY CONSEQUENTIALWARRANTY OF ANY KIND, EXEMPLARYEITHER EXPRESSED OR IMPLIED, INDIRECT, OR PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF YOU ADVISE US OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE SERVICE INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEESTHE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THIS PROGRAM IS WITH YOU, LOST EARNINGS OR PROFITSTHE LICENSEE. SHOULD THE PROGRAM PROVE DEFECTIVE, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTSYOU ASSUME THE RISK AND LIABILITY FOR THE ENTIRE COST OF ALL NECESSARY REPAIR, SERVICE, OR FOR ANY INDEMNIFICATION CLAIM, WHETHER CONTRACTUAL, EQUITABLE OR OTHER, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTEDCORRECTION. Except to the extent otherwise required or provided in this Agreement or by Applicable Law, our aggregate The cumulative liability of Licensor to you for all Losses incurred claims relating to the Licensed Program and this Agreement, including any cause of action sounding in connection with any single claim contract, tort, or strict liability, shall not exceed the total amount equal of all license fees paid to Licensor hereunder. This limitation of liability is intended to apply without regard to whether other provisions of this Agreement have been breached or have proven ineffective. This limitation of liability shall not apply to the monthly billing indemnification provided in Section 6 hereof. Licensor shall have no liability for loss of data or documentation, it being understood that you are responsible for reasonable backup precautions. In no event shall Licensor be liable for any loss of profits; any incidental, special, exemplary, or consequential damages; or any claims or demands brought against you, even if Licensor has been advised of the possibility of such claims or demands. This limitation upon damages and claims is intended to you for the Service over the six (6) month period immediately preceding the date on which the damage apply without regard to whether other provisions of this Agreement have been breached or injury giving rise to such claim is alleged to have occurredproven ineffective. You agree and acknowledge may have additional rights under certain laws (e.g., consumer laws) that do not allow the exclusion of implied warranties, or the exclusion or limitation of certain damages. If such laws apply, our exclusions or limitations of liability set forth in this section and the indemnification obligations set forth below, as well as elsewhere in this Agreement, represent a bargained for allocation of risk and liability, and the parties agree do not apply to respect such allocation of risk and liability. You acknowledge and agree that we would not enter into this Agreement without the limitations of liability and indemnification obligations set forth in this Agreement. The limitations of liability contained in this Agreement shall survive the termination of this Agreementyou.

Limitation of Liability. Except as otherwise provided under Applicable Law Bank will not be responsible for any Losses and Liabilities due to any cause other than its own negligence or in breach of this Agreement, our in which case its liability to you in connection with the Service will Secured Party and Company shall, unless otherwise provided by any law which cannot be varied by contract, be limited to direct money damages in an amount not to exceed ten (10) times all the actual Bank Fees charged or incurred during the calendar month immediately preceding the calendar month in which such Losses sustained and Liabilities occurred (or, if no Bank Fees were charged or incurred in the preceding month, the Bank Fees charged or incurred in the month in which the Losses and Liabilities occurred). Company will indemnify Bank against all Losses and Liabilities suffered or incurred by youBank as a result of third party claims; provided, and only however, that to the extent such losses Losses and Liabilities are a direct result directly caused by Bank’s negligence or breach of our this Agreement such indemnity will only apply to those Losses and Liabilities which exceed the liability limitation specified in the preceding sentence. The limitation of Bank’s liability and the indemnification by Company set out above will not be applicable to the extent any Losses and Liabilities of any party to this Agreement are directly caused by Bank’s gross negligence, negligence or willful misconduct, or bad faith. IN NO EVENT WILL WE BANK BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, EXEMPLARYINCIDENTAL, INDIRECT, INDIRECT OR PUNITIVE DAMAGES DAMAGES, WHETHER ANY CLAIM IS BASED ON CONTRACT OR LOST PROFITSTORT, EVEN IF YOU ADVISE US OF WHETHER THE POSSIBILITY LIKELIHOOD OF SUCH DAMAGES WAS KNOWN TO BANK AND REGARDLESS OF THE FORM OF THE CLAIM OR LOSSES. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE SERVICE ACTION, INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEESANY CLAIM OR ACTION ALLEGING GROSS NEGLIGENCE, LOST EARNINGS WILLFUL MISCONDUCT, FAILURE TO EXERCISE REASONABLE CARE OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS, OR FOR ANY INDEMNIFICATION CLAIM, WHETHER CONTRACTUAL, EQUITABLE OR OTHER, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTEDFAILURE TO ACT IN GOOD FAITH. Except Any action against Bank by Company or Secured Party under or related to the extent otherwise required or provided in this Agreement or by Applicable Law, our aggregate liability to you for all Losses incurred in connection with any single claim shall not exceed must be brought within twelve (12) months after the amount equal to the monthly billing to you for the Service over the six (6) month period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurred. You agree and acknowledge that the limitations cause of liability set forth in this section and the indemnification obligations set forth below, as well as elsewhere in this Agreement, represent a bargained for allocation of risk and liability, and the parties agree to respect such allocation of risk and liability. You acknowledge and agree that we would not enter into this Agreement without the limitations of liability and indemnification obligations set forth in this Agreement. The limitations of liability contained in this Agreement shall survive the termination of this Agreementaction accrues.

Limitation of Liability. Except as WE SHALL BE UNDER NO DUTIES WHATSOEVER EXCEPT SUCH DUTIES AS ARE SPECIFICALLY SET FORTH IN THIS AGREEMENT. WE SHALL BE FULLY PROTECTED IN ACTING UPON ANY INSTRUMENT, CERTIFICATE, OR PAPER BELIEVED BY US TO BE GENUINE AND TO BE SIGNED OR PRESENTED BY THE PROPER PERSON OR PERSONS, AND THE WE SHALL BE UNDER NO DUTY TO MAKE ANY INVESTIGATION OR INQUIRY AS TO ANY STATEMENT CONTAINED IN ANY SUCH WRITING BUT MAY ACCEPT THE SAME AS CONCLUSIVE EVIDENCE OF THE TRUTH AND ACCURACY OF THE STATEMENTS THEREIN CONTAINED. YOU SHALL AT ALL TIMES INDEMNIFY AND HOLD US HARMLESS FROM ANY LIABILITY WHICH MAY ARISE HEREUNDER EXCEPT LIABILITY ARISING FROM OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. GENERAL INSTRUCTIONS Section references are to the Internal Revenue Code unless otherwise provided under Applicable Law noted. PURPOSE OF FORM Form 5305‐RA is a model custodial account agreement that meets the requirements of section 408A and has been pre‐approved by the IRS. A Xxxx individual retirement account (Xxxx XXX) is established after the form is fully executed by both the individual (depositor) and the custodian. This account must be created in the United States for the exclusive benefit of the depositor and his or in this Agreement, our liability to you in connection her beneficiaries. Do not file Form 5305‐RA with the Service will be IRS. Instead, keep it with your records. Unlike contributions to Traditional individual retirement arrangements, contributions to a Xxxx XXX are not deductible from the depositor’s gross income; and distributions after 5 years that are made when the depositor is 59½ years of age or older or on account of death, disability, or the purchase of a home by a first‐time homebuyer (limited to $10,000), are not includible in gross income. For more information on Xxxx IRAs, including the actual Losses sustained by yourequired disclosures the custodian must give the depositor, and only to the extent such losses are a direct result of our gross negligencesee Pub. 590, willful misconduct, or bad faith. IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, INDIRECT, OR PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF YOU ADVISE US OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE SERVICE INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES, LOST EARNINGS OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS, OR FOR ANY INDEMNIFICATION CLAIM, WHETHER CONTRACTUAL, EQUITABLE OR OTHER, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTED. Except to the extent otherwise required or provided in this Agreement or by Applicable Law, our aggregate liability to you for all Losses incurred in connection with any single claim shall not exceed the amount equal to the monthly billing to you for the Service over the six Individual Retirement Arrangements (6) month period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurred. You agree and acknowledge that the limitations of liability set forth in this section and the indemnification obligations set forth below, as well as elsewhere in this Agreement, represent a bargained for allocation of risk and liability, and the parties agree to respect such allocation of risk and liability. You acknowledge and agree that we would not enter into this Agreement without the limitations of liability and indemnification obligations set forth in this Agreement. The limitations of liability contained in this Agreement shall survive the termination of this AgreementIRAs).

Limitation of Liability. Except as otherwise provided under Applicable Law None of the Owner Participant, the Owner Lessor, the Trust Company, the Lessor Manager, the Indenture Trustee, the Lease Indenture Company, the Pass Through Trustees, the Pass Through Company or the Certificateholders shall have any obligation or duty to the Facility Lessee or to others with respect to the transactions contemplated hereby, except those obligations or duties expressly set forth in this AgreementAgreement and the other Operative Documents to which such Person is a party, our liability and none of the Owner Participant, the Owner Lessor, the Indenture Trustee, the Lease Indenture Company, the Pass Through Trustees, the Pass Through Company or the Certificateholders shall be liable for performance by any other party hereto of such other party's obligations or duties hereunder. Without limitation of the generality of the foregoing, under no circumstances whatsoever shall the Owner Participant be liable to you the Facility Lessee for any action or inaction on the part of the Owner Lessor in connection with the Service will be limited transactions contemplated herein, whether or not such action or inaction is caused by willful misconduct or gross negligence of the Owner Lessor, unless such action or inaction is at the written direction of the Owner Participant. Neither the Facility Lessee nor any other Calpine Party shall have any obligation or duty to the actual Losses sustained by youOwner Participant, the Owner Lessor, the Indenture Trustee, the Lease Indenture Company, the Pass Through Trustees, the Pass Through Company, the Certificateholders or to others with respect to the transactions contemplated hereby, except those obligations or duties expressly set forth in this Agreement and the other Operative Documents, and only neither the Facility Lessee nor any other Calpine Party (except Calpine to the extent set forth in the Calpine Guaranty) shall be liable for performance by any other party hereto of such losses other party's obligations or duties hereunder. The Lease Indenture Company and the Pass Through Company are entering into the Operative Documents to which it is a direct result of our gross negligenceparty solely as trustees under the Collateral Trust Indenture and the Pass Through Trust Agreements, willful misconductrespectively, and not in their individual capacities, except as expressly provided herein or therein, and in no case whatsoever shall the Lease Indenture Company and the Pass Through Company be personally liable for, or bad faith. IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIALfor any loss in respect of, EXEMPLARYany of the statements, INDIRECTrepresentations, OR PUNITIVE DAMAGES OR LOST PROFITSwarranties, EVEN IF YOU ADVISE US OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE SERVICE INCLUDINGagreements or obligations of the Owner Lessor hereunder or under any other Operative Document or the South Point Ground Lease, BUT NOT LIMITED TO, ATTORNEYS’ FEES, LOST EARNINGS OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS, OR FOR ANY INDEMNIFICATION CLAIM, WHETHER CONTRACTUAL, EQUITABLE OR OTHER, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTED. Except as to all of which the other parties hereto agree to look solely to the extent Indenture Estate and the Lessor Estate, respectively; provided, however, that the Lease Indenture Company and the Pass Through Trust Company shall be liable hereunder for their own negligence or willful misconduct or for a breach of their representations, warranties and covenants made in their individual capacity under any Operative Document. The right of the Indenture Trustee or the Pass Through Trustees to perform any discretionary act enumerated herein or in any other Operative Document (including, without limitation, the right to consent to any action which requires their consent and the right to waive any provision of, or consent to any change or amendment to, any of the Operative Documents) shall not be construed as a duty, and neither the Indenture Trustee nor the Pass Through Trustees shall be liable or answerable for other than its negligence or willful misconduct in the performance of such acts. In connection with any such discretionary acts, the Indenture Trustee may in its sole discretion (but shall not, except as otherwise provided herein or in the Collateral Trust Indenture or as otherwise required or provided in this Agreement or by Applicable Law, our aggregate liability to you for all Losses incurred in connection with have any single claim shall not exceed obligation to) request the amount equal to approval or instruction of the monthly billing to you for Pass Through Trustees as the Service over holder of the six (6) month period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurred. You agree and acknowledge that the limitations of liability set forth in this section and the indemnification obligations set forth below, as well as elsewhere in this Agreement, represent a bargained for allocation of risk and liabilityLessor Notes, and the parties agree Pass Through Trustees may in their sole discretion (but shall not, except as otherwise provided in the Operative Documents or as otherwise required by Applicable Law, have any obligation to) request the approval of the Certificateholders. The Owner Participant will give the Facility Lessee at least 15 days' prior notice of any proposed amendment or supplement to respect such allocation the LLC Agreement (other than an amendment solely effecting a transfer of risk the Owner Participant's interest in the Lessor Estate) and liabilitydeliver true, complete and fully executed copies to the Facility Lessee of any amendment or supplement to the LLC Agreement. You acknowledge and agree No amendment or supplement to the LLC Agreement that we would not enter into this Agreement reasonably be expected to materially adversely affect the interests of the Facility Lessee or the Indenture Trustee shall become effective without the limitations written consent of liability the Indenture Trustee and indemnification obligations set forth in this Agreement. The limitations of liability contained in this Agreement shall survive the termination of this AgreementFacility Lessee.

Limitation of Liability. Except as otherwise provided under Applicable Law or in this Agreement, our liability to you in connection with the Service will be limited to the actual Losses sustained by you, and only to the extent such losses are a direct result of our gross negligence, willful misconduct, or bad faithOUR LIABILITY SHALL BE LIMITED TO DIRECT DAMAGES SUSTAINED BY YOU AND ONLY TO THE EXTENT SUCH DAMAGES ARE A DIRECT RESULT OF OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; PROVIDED THAT THE MAXIMUM AGGREGATE LIABILITY OF US RESULTING FROM ANY SUCH CLAIMS SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100.00). IN NO EVENT WILL SHALL WE BE LIABLE FOR SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY CONSEQUENTIAL, EXEMPLARY, INDIRECT, KIND INCLUDING LOST PROFITS WHETHER OR PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF YOU ADVISE US NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES LOSS OR LOSSESDAMAGE. NOR OUR LICENSORS AND VENDORS WILL WE NOT BE LIABLE FOR DAMAGES THAT SUBJECT TO ANY LIABILITY TO YOU MAY SUFFER OR INCUR IN CONNECTION WITH ANY MATTER WHATSOEVER. ALL CLAIMS MUST BE BROUGHT WITHIN NINETY (90) DAYS AFTER THE SERVICE INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES, LOST EARNINGS OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS, OR FOR ANY INDEMNIFICATION CLAIM, WHETHER CONTRACTUAL, EQUITABLE OR OTHER, REGARDLESS OF WHETHER EVENT GIVING RISE TO THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTED. Except to the extent otherwise required or provided in this Agreement or by Applicable Law, our aggregate liability to you for all Losses incurred in connection with any single claim shall not exceed the amount equal to the monthly billing to you for the Service over the six (6) month period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurred. You agree and acknowledge that the limitations of liability set forth in this section and the indemnification obligations set forth below, as well as elsewhere in this Agreement, represent a bargained for allocation of risk and liability, and the parties agree to respect such allocation of risk and liabilityOCCURRED. You acknowledge and agree that we would shall not enter into this Agreement be liable for any damages or loss of any kind resulting from any unintentional error or omission by us in offering the Program, in accordance with or in an unintentional deviation from these Terms & Conditions. You acknowledge that our systems and procedures established for administration of the Program, including without limitation the limitations Financial Institution small-dollar loan service, are commercially reasonable. You shall defend, indemnify, and hold us and our licensors and vendors harmless from and against all liability, damage, and loss arising out of any claims, suits, or demands brought by third parties with respect to the Program, including without limitation the Financial Institution small- dollar loan service. We shall not be liable for any loss, damage, liability, or claim arising directly or indirectly from any error, delay, or failure to perform hereunder which is caused by earthquakes, fires, natural disasters, civil or foreign disturbances, power outages, acts of government, labor disputes, failures in either communication or computer networks, legal constraints, or any other event beyond our control. In no event will we be liable for any indirect, consequential, punitive, or special damages. We shall not be responsible for liability, loss, or damage of any kind resulting from any delay in the performance of or failure to perform our responsibilities hereunder due to causes beyond our reasonable control. We are not responsible for any damages or losses that result from participating or being unable to participate in the Program, including without limitation the Financial Institution small-dollar loan service. We are not responsible and assume no liability and indemnification obligations set forth in this Agreement. The limitations for any unavailability of liability contained in this Agreement shall survive the termination of this AgreementProgram website or other technical malfunctions.

Limitation of Liability. Except as otherwise provided under Applicable Law None of the Owner Participant, the Owner Lessor, the Trust Company, the Lessor Manager, the Indenture Trustee, the Lease Indenture Company, the Pass Through Trustees, the Pass Through Company or the Certificateholders shall have any obligation or duty to the Facility Lessee or to others with respect to the transactions contemplated hereby, except those obligations or duties expressly set forth in this AgreementAgreement and the other Operative Documents to which such Person is a party, our liability and none of the Owner Participant, the Owner Lessor, the Indenture Trustee, the Lease Indenture Company, the Pass Through Trustees, the Pass Through Company or the Certificateholders shall be liable for performance by any other party hereto of such other party's obligations or duties hereunder. Without limitation of the generality of the foregoing, under no circumstances whatsoever shall the Owner Participant be liable to you the Facility Lessee for any action or inaction on the part of the Owner Lessor in connection with the Service will be limited transactions contemplated herein, whether or not such action or inaction is caused by willful misconduct or gross negligence of the Owner Lessor, unless such action or inaction is at the written direction of the Owner Participant. Neither the Facility Lessee nor any other Calpine Party shall have any obligation or duty to the actual Losses sustained by youOwner Participant, the Owner Lessor, the Indenture Trustee, the Lease Indenture Company, the Pass Through Trustees, the Pass Through Company, the Certificateholders or to others with respect to the transactions contemplated hereby, except those obligations or duties expressly set forth in this Agreement and the other Operative Documents, and only neither the Facility Lessee nor any other Calpine Party (except Calpine to the extent set forth in the Calpine Guaranty) shall be liable for performance by any other party hereto of such losses other party's obligations or duties hereunder. The Lease Indenture Company and the Pass Through Company are entering into the Operative Documents to which it is a direct result of our gross negligenceparty solely as trustees under the Collateral Trust Indenture and the Pass Through Trust Agreements, willful misconductrespectively, and not in their individual capacities, except as expressly provided herein or therein, and in no case whatsoever shall the Lease Indenture Company and the Pass Through Company be personally liable for, or bad faith. IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIALfor any loss in respect of, EXEMPLARYany of the statements, INDIRECTrepresentations, OR PUNITIVE DAMAGES OR LOST PROFITSwarranties, EVEN IF YOU ADVISE US OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE SERVICE INCLUDINGagreements or obligations of the Owner Lessor hereunder or under any other Operative Document or the FILOT Lease, BUT NOT LIMITED TO, ATTORNEYS’ FEES, LOST EARNINGS OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS, OR FOR ANY INDEMNIFICATION CLAIM, WHETHER CONTRACTUAL, EQUITABLE OR OTHER, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTED. Except as to all of which the other parties hereto agree to look solely to the extent Indenture Estate and the Lessor Estate, respectively; provided, however, that the Lease Indenture Company and the Pass Through Trust Company shall be liable hereunder for their own negligence or willful misconduct or for a breach of their representations, warranties and covenants made in their individual capacity under any Operative Document. The right of the Indenture Trustee or the Pass Through Trustees to perform any discretionary act enumerated herein or in any other Operative Document (including, without limitation, the right to consent to any action which requires their consent and the right to waive any provision of, or consent to any change or amendment to, any of the Operative Documents) shall not be construed as a duty, and neither the Indenture Trustee nor the Pass Through Trustees shall be liable or answerable for other than its negligence or willful misconduct in the performance of such acts. In connection with any such discretionary acts, the Indenture Trustee may in its sole discretion (but shall not, except as otherwise provided herein or in the Collateral Trust Indenture or as otherwise required or provided in this Agreement or by Applicable Law, our aggregate liability to you for all Losses incurred in connection with have any single claim shall not exceed obligation to) request the amount equal to approval or instruction of the monthly billing to you for Pass Through Trustees as the Service over holder of the six (6) month period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurred. You agree and acknowledge that the limitations of liability set forth in this section and the indemnification obligations set forth below, as well as elsewhere in this Agreement, represent a bargained for allocation of risk and liabilityLessor Notes, and the parties agree Pass Through Trustees may in its sole discretion (but shall not, except as otherwise provided in the Operative Documents or as otherwise required by Applicable Law, have any obligation to) request the approval of the Certificateholders. The Owner Participant will give the Facility Lessee at least 15 days' prior notice of any proposed amendment or supplement to respect such allocation the LLC Agreement (other than an amendment solely effecting a transfer of risk the Owner Participant's interest in the Lessor Estate) and liabilitydeliver true, complete and fully executed copies to the Facility Lessee of any amendment or supplement to the LLC Agreement. You acknowledge and agree No amendment or supplement to the LLC Agreement that we would not enter into this Agreement reasonably be expected to materially adversely affect the interests of the Facility Lessee or the Indenture Trustee shall become effective without the limitations written consent of liability the Indenture Trustee and indemnification obligations set forth in this Agreement. The limitations of liability contained in this Agreement shall survive the termination of this AgreementFacility Lessee.

Limitation of Liability. Except as otherwise provided under Applicable Law None of the Owner Participant, the Owner Lessor, the Trust Company, the Lessor Manager, the Indenture Trustee, the Lease Indenture Company, the Pass Through Trustees, the Pass Through Company or the Certificateholders shall have any obligation or duty to the Facility Lessee or to others with respect to the transactions contemplated hereby, except those obligations or duties expressly set forth in this AgreementAgreement and the other Operative Documents to which such Person is a party, our liability and none of the Owner Participant, the Owner Lessor, the Indenture Trustee, the Lease Indenture Company, the Pass Through Trustees, the Pass Through Company or the Certificateholders shall be liable for performance by any other party hereto of such other party's obligations or duties hereunder. Without limitation of the generality of the foregoing, under no circumstances whatsoever shall the Owner Participant be liable to you the Facility Lessee for any action or inaction on the part of the Owner Lessor in connection with the Service will be limited transactions contemplated herein, whether or not such action or inaction is caused by willful misconduct or gross negligence of the Owner Lessor, unless such action or inaction is at the written direction of the Owner Participant. Neither the Facility Lessee nor any other Calpine Party shall have any obligation or duty to the actual Losses sustained by youOwner Participant, the Owner Lessor, the Indenture Trustee, the Lease Indenture Company, the Pass Through Trustees, the Pass Through Company, the Certificateholders or to others with respect to the transactions contemplated hereby, except those obligations or duties expressly set forth in this Agreement and the other Operative Documents, and only neither the Facility Lessee nor any other Calpine Party (except Calpine to the extent set forth in the Calpine Guaranty) shall be liable for performance by any other party hereto of such losses other party's obligations or duties hereunder. The Lease Indenture Company and the Pass Through Company are entering into the Operative Documents to which it is a direct result of our gross negligenceparty solely as trustees under the Collateral Trust Indenture and the Pass Through Trust Agreements, willful misconductrespectively, and not in their individual capacities, except as expressly provided herein or therein, and in no case whatsoever shall the Lease Indenture Company and the Pass Through Company be personally liable for, or bad faith. IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIALfor any loss in respect of, EXEMPLARYany of the statements, INDIRECTrepresentations, OR PUNITIVE DAMAGES OR LOST PROFITSwarranties, EVEN IF YOU ADVISE US OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE SERVICE INCLUDINGagreements or obligations of the Owner Lessor hereunder or under any other Operative Document, BUT NOT LIMITED TO, ATTORNEYS’ FEES, LOST EARNINGS OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS, OR FOR ANY INDEMNIFICATION CLAIM, WHETHER CONTRACTUAL, EQUITABLE OR OTHER, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTED. Except as to all of which the other parties hereto agree to look solely to the extent Indenture Estate and the Lessor Estate, respectively; provided, however, that the Lease Indenture Company and the Pass Through Trust Company shall be liable hereunder for their own negligence or willful misconduct or for a breach of their representations, warranties and covenants made in their individual capacity under any Operative Document. The right of the Indenture Trustee or the Pass Through Trustees to perform any discretionary act enumerated herein or in any other Operative Document (including, without limitation, the right to consent to any action which requires their consent and the right to waive any provision of, or consent to any change or amendment to, any of the Operative Documents) shall not be construed as a duty, and neither the Indenture Trustee nor the Pass Through Trustees shall be liable or answerable for other than its negligence or willful misconduct in the performance of such acts. In connection with any such discretionary acts, the Indenture Trustee may in its sole discretion (but shall not, except as otherwise provided herein or in the Collateral Trust Indenture or as otherwise required or provided in this Agreement or by Applicable Law, our aggregate liability to you for all Losses incurred in connection with have any single claim shall not exceed obligation to) request the amount equal to approval or instruction of the monthly billing to you for Pass Through Trustees as the Service over holder of the six (6) month period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurred. You agree and acknowledge that the limitations of liability set forth in this section and the indemnification obligations set forth below, as well as elsewhere in this Agreement, represent a bargained for allocation of risk and liabilityLessor Notes, and the parties agree Pass Through Trustees may in its sole discretion (but shall not, except as otherwise provided in the Operative Documents or as otherwise required by Applicable Law, have any obligation to) request the approval of the Certificateholders. The Owner Participant will give the Facility Lessee at least 15 days' prior notice of any proposed amendment or supplement to respect such allocation the LLC Agreement (other than an amendment solely effecting a transfer of risk the Owner Participant's interest in the Lessor Estate) and liabilitydeliver true, complete and fully executed copies to the Facility Lessee of any amendment or supplement to the LLC Agreement. You acknowledge and agree No amendment or supplement to the LLC Agreement that we would not enter into this Agreement reasonably be expected to materially adversely affect the interests of the Facility Lessee or the Indenture Trustee shall become effective without the limitations written consent of liability the Indenture Trustee and indemnification obligations set forth in this Agreement. The limitations of liability contained in this Agreement shall survive the termination of this AgreementFacility Lessee.

Limitation of Liability. Except as otherwise provided under Applicable Law or in this AgreementTHIS LIMITED WARRANTY IS IN LIEU OF ALL OTHER EXPRESS OR IMPLIED WARRANTIES AND EXPRESSES THE SOLE AND EXCLUSIVE LIABILITY OF EVOLVE STONE. EXCEPT AS EXPRESSLY STATED HEREIN, our liability to you in connection with the Service will be limited to the actual Losses sustained by youTHERE ARE NO OTHER WARRANTIES OR GUARANTEES ORAL OR WRITTEN EXPRESS OR IMPLIED FROM ANY COURSE OF DEALING OR USAGE OF TRADE AND ALL SUCH IMPLIED WARRANTIES, and only to the extent such losses are a direct result of our gross negligence, willful misconduct, or bad faithINCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR INTENDED PURPOSE ARE EXPRESSLY DISCLAIMED. IN NO EVENT WILL WE BE LIABLE EVOLVE STONE’S LIABILITY EXCEED THE PRICE PAID FOR ANY CONSEQUENTIAL, EXEMPLARY, INDIRECT, OR PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF YOU ADVISE US OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSESAFFECTED PRODUCT. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE SERVICE INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES, LOST EARNINGS OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS, OR FOR ANY INDEMNIFICATION CLAIM, WHETHER CONTRACTUAL, EQUITABLE OR OTHER, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTED. Except to the extent otherwise required or provided in this Agreement or by Applicable Law, our aggregate liability to you for all Losses incurred in connection with any single claim shall not exceed the amount equal to the monthly billing to you for the Service over the six (6) month period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurred. You agree and acknowledge that the The limitations of warranty and liability set forth herein will survive and apply, even if the exclusive remedy set forth in this section and Limited Warranty is found to have failed its essential purpose. Some states do not allow the indemnification obligations set forth belowexclusion or limitation of incidental or consequential damages, as well as elsewhere so the above limitation or exclusion may not apply to you. EVOLVE STONE MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE PRODUCTS THAT EXTENDS BEYOND THE STATED WARRANTY PERIOD ABOVE. ANY IMPLIED WARRANTY SHALL BE LIMITED TO THE DURATION OF THE LIMITED WARRANTY. Some states do not allow limitations on the duration of implied warranties, so the limitation in this Agreement, represent a bargained for allocation the preceding sentence may not apply to you. No person or entity is authorized to give any other warranty or to assume any other obligation on behalf of risk and liability, and the parties agree to respect such allocation of risk and liabilityEvolve Stone. You acknowledge and agree that we would not enter into this Agreement without the limitations of liability and indemnification obligations set forth in this Agreement. The limitations of liability contained in this Agreement shall survive the termination Any provision of this AgreementLimited Warranty prohibited or unenforceable in any jurisdiction shall be ineffective only to the extent of such prohibition and shall not invalidate any of the remaining provisions of this Limited Warranty.

Limitation of Liability. Except as otherwise provided under Applicable Law or in this Agreement, our liability The Bank shall not be liable to you for any damages or losses that you may suffer or incur in connection with the Service Service, including, without limitation, any failure to provide, or delay in providing, access to the Service, except: a) as specifically stated in this Agreement; or b) to the extent such damages or losses are solely and proximately caused by our gross negligence or willful misconduct. Without limiting the foregoing, we shall not be liable to you for any of the following: a) any damages, losses, costs or other consequences caused by our actions that are based on information or instructions you provide; b) any unauthorized actions initiated or caused by you or your employees, agents or representatives; c) any refusal of a payor financial institution to pay a Check for any reason (other than that caused by our gross negligence or willful misconduct), including without limitation, that the Check was unauthorized, counterfeit, altered, or had a forged signature; d) your or any other parties’ inability to transmit or receive data; or e) if you do not comply with your representations or warranties in this Agreement. Our liability for errors or omissions with respect to the data transmitted or printed by us in connection with this Agreement will be limited to correcting the actual Losses sustained by youerrors or omissions. Correction will be limited to reprocessing, and only reprinting and/or representing the Checks to the extent such losses are a direct result of our gross negligence, willful misconduct, or bad faith. IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, INDIRECT, OR PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF YOU ADVISE US OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE SERVICE INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES, LOST EARNINGS OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS, OR FOR ANY INDEMNIFICATION CLAIM, WHETHER CONTRACTUAL, EQUITABLE OR OTHER, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTED. Except to the extent otherwise required or provided in this Agreement or by Applicable Law, our aggregate liability to you for all Losses incurred in connection with any single claim shall not exceed the amount equal to the monthly billing to you for the Service over the six (6) month period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurred. You agree and acknowledge that the limitations of liability set forth in this section and the indemnification obligations set forth below, as well as elsewhere in this Agreement, represent a bargained for allocation of risk and liability, and the parties agree to respect such allocation of risk and liability. You acknowledge and agree that we would not enter into this Agreement without the limitations of liability and indemnification obligations set forth in this Agreementpayor financial institution. The limitations of liability contained and remedies in this Agreement shall survive the termination of Section are in addition to, and not in lieu of, other limitations or remedies contained elsewhere in this Agreement. NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT OR ANY BANK ACCOUNT AGREEMENT OR ACCOUNT DISCLOSURES TO THE CONTRARY, YOU AGREE THAT IN NO EVENT WILL THE BANK OR ANY THIRD PARTY SERVICE PROVIDER BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OR LOSSES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER LOSSES INCURRED BY YOU OR ANY THIRD PARTY ARISING FROM OR RELATED TO THE USE, INABILITY TO USE, OR THE TERMINATION OF THE USE OF ANY REMOTE BANKING SERVICE, REGARDLESS OF THE FORM OF ACTION OR CLAIM (WHETHER CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE),EVEN IF WE OR ANY THIRD PARTY SERVICE PROVIDER HAVE BEEN INFORMED OF THE POSSIBILITY THEREOF, EXCEPT AS OTHERWISE PROVIDED BY LAW. YOU ACKNOWLEDGE THAT, IN PROVIDING THE SERVICE, THE BANK MAY UTILIZE AND RELY UPON CERTAIN THIRD PARTY SERVICE PROVIDERS TO PROVIDE SERVICES TO THE BANK. YOU FURTHER ACKNOWLEDGE AND AGREE THAT YOUR RIGHTS UNDER THIS AGREEMENT SHALL BE SOLELY AND EXCLUSIVELY AGAINST THE BANK, AND YOU SHALL HAVE NO RIGHT OR RECOURSE AGAINST ANY THIRD PARTY SERVICE PROVIDER HEREUNDER WHATSOEVER, AND YOU HEREBY WAIVE ANY AND ALL SUCH RIGHTS OR RECOURSE, DIRECTLY OR INDIRECTLY, AGAINST ANY THIRD PARTY SERVICE PROVIDER.

Limitation of Liability. Except as otherwise provided under Applicable Law or in this Agreement, our liability to you in connection with the Service will be limited to the actual Losses sustained by you, and only to the extent such losses are a direct result of our gross negligence, willful misconduct, or bad faith. IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, INDIRECT, OR PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF YOU ADVISE US OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NOR WILL WE SELLER SHALL NOT BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR CAUSED BY DELAY IN CONNECTION WITH PERFORMANCE AND THE SERVICE INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES, LOST EARNINGS OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS, OR FOR ANY INDEMNIFICATION CLAIM, WHETHER CONTRACTUAL, EQUITABLE OR OTHERREMEDIES OF BUYER SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE. IN NO EVENT, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS FORM OF THE BASISCLAIM OR CAUSE OF ACTION (WHETHER BASED IN CONTRACT, THEORY INFRINGEMENT, NEGLIGENCE, STRICT LIABILITY, OTHER TORT OR NATURE OTHERWISE) SHALL SELLER'S LIABILITY TO BUYER AND/OR ITS CUSTOMERS EXCEED THE PRICE PAID BY BUYER FOR THE SPECIFIC GOODS OR PORTION OF THE ACTION ON WHICH A GOODS PROVIDED BY SELLER GIVING RISE TO THE CLAIM IS ASSERTEDOR CAUSE OF ACTION, AND BUYER SHALL INDEMNIFY AND HOLD HARMLESS SELLER FOR ANY DAMAGES INCURRED BY SELLER IN EXCESS THEREOF. Except BUYER AGREES THAT IN NO EVENT SHALL SELLER'S LIABILITY TO BUYER AND/OR ITS CUSTOMERS EXTEND TO INCLUDE INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. The term "consequential damages" shall include, but not be limited to, loss of anticipated profits, business interruption, loss of use, revenue, reputation and data, costs incurred, including without limitation, for capital, fuel, power and loss or damage to capital or equipment. Xxxxx agrees that all instructions and warnings supplied by Xxxxxx will be passed on to those persons who use the Goods. Seller's Goods are to be used in their recommended applications and all warning labels adhered to the extent otherwise required Goods by Seller are to be left intact. It is expressly understood that any technical advice furnished by Seller before or provided after delivery in this Agreement or by Applicable Law, our aggregate liability to you for all Losses incurred in connection with any single claim shall not exceed the amount equal regard to the monthly billing to you use or application of the Goods is furnished without charge, and Seller assumes no obligation or liability for the Service over the six (6) month period immediately preceding the date on which the damage advice given or injury giving rise to such claim is alleged to have occurred. You agree results obtained, all advice being given and acknowledge that the limitations of liability set forth in this section and the indemnification obligations set forth below, as well as elsewhere in this Agreement, represent a bargained for allocation of risk and liability, and the parties agree to respect such allocation of risk and liability. You acknowledge and agree that we would not enter into this Agreement without the limitations of liability and indemnification obligations set forth in this Agreement. The limitations of liability contained in this Agreement shall survive the termination of this Agreementaccepted at Buyer’s sole risk.

Limitation of Liability. Except as otherwise provided THE DUTIES OF SIDCO SHALL BE CONFINED TO THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT, AND NO IMPLIED DUTIES ARE ASSUMED BY OR MAY BE ASSERTED AGAINST SIDCO. EXCEPT TO THE EXTENT ARISING OUT OF SIDCO’S FRAUD OR CRIMINAL MISCONDUCT WHEN PROVIDING THE SERVICES, SIDCO’S LIABILITY ARISING OUT OF THIS AGREEMENT WILL BE LIMITED TO DIRECT AND ACTUAL MONETARY DAMAGES NOT TO EXCEED THE AMOUNT OF FEES PAID HEREUNDER DURING THE THREE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE FIRST SUCH CLAIM TO OCCUR. For the avoidance of doubt, SIDCO shall have no liability related to any breach in the performance of its obligations under Applicable Law this Agreement due to (i) the failure or in this Agreementdelay of the Advisor, our liability the ETF or either of their respective agents to you in connection with the Service will be limited to the actual Losses sustained by you, and only to the extent such losses are a direct result of our gross negligence, willful misconduct, or bad faith. IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, INDIRECT, OR PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF YOU ADVISE US OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE SERVICE INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES, LOST EARNINGS OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS, OR FOR ANY INDEMNIFICATION CLAIM, WHETHER CONTRACTUAL, EQUITABLE OR OTHER, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTED. Except to the extent otherwise required or provided in perform its obligations under this Agreement or (ii) activities or statements of sales or wholesaler personnel who are employed and supervised by Applicable Lawthe Advisor or its affiliates, our aggregate liability (iii) any act or omission of the ETF’s transfer agent or index receipt agent, (iv) any misstatement or omission in the ETF’s registration statement, prospectus, shareholder report or other information filed or made public by the ETF or the Advisor (as amended from time to you for all Losses incurred time), provided that such misstatement or omission was not made in connection with reliance upon, and in conformity with, information furnished to by SIDCO, (v) the operation of a customer contact center or similar call center by the Advisor or one of its affiliates or agents, (vi) mistakes or errors in data provided to SIDCO by, or interruptions or delays or communications with, any single claim shall not exceed the amount equal other service providers to the monthly billing ETF, or (vii) actions taken pursuant to you for the Service over the six any instruction (6whether written or verbal) month period immediately preceding the date on which the damage or injury giving rise it reasonably believes to such claim is alleged be genuine and to have occurredbeen signed or given by the proper person or persons. You agree and acknowledge that Each party shall have the limitations of liability set forth duty to mitigate its damages for which another party may become responsible. As used in this section Section 5, the term “SIDCO” shall include the officers, directors, employees, affiliates and the indemnification obligations set forth below, agents of SIDCO as well as elsewhere in this Agreement, represent a bargained for allocation of risk and liability, and the parties agree to respect such allocation of risk and liability. You acknowledge and agree that we would not enter into this Agreement without the limitations of liability and indemnification obligations set forth in this Agreement. The limitations of liability contained in this Agreement shall survive the termination of this Agreemententity itself.

Limitation of Liability. Except as may otherwise be provided by the 1940 Act or federal securities laws, neither TAMIC or Sub-Adviser, nor any of their officers, directors, employees or agent, shall be subject to any liability or subject to any damages, expenses, or losses in connection with any error of judgment, mistake of law, or any loss to each other or the Trust arising out of any investment or other act or omission in the course of, connected with, or arising out of any services to be rendered under Applicable Law or in this Agreement, our liability except by reason of willful misfeasance, bad faith, or gross negligence in the performance if its duties or by reason of reckless disregard of its obligations and duties under this Agreement. TAMIC shall hold harmless and indemnify Sub-Adviser against any loss, liability, claim, cost, damage or expense (including reasonable investigation and defense costs and reasonable attorneys fees and costs) arising by reason of any matter to you which this Agreement relates unless the Sub-Adviser is negligent in the performance of its duties or it has reckless disregard of its obligations and duties under this Agreement. The Sub-Adviser shall hold harmless the Trust and TAMIC for any loss, liability, cost, damage, or expenses arising from any claim resulting from the Sub-Adviser's negligence in connection with the Service will performance of its duties or the reckless disregard of its obligations and duties under this Agreement. Promptly after receipt by a party seeking to be limited indemnified under this Section 10 (the "Indemnified Party") of notice of the commencement of any action, the Indemnified Party shall, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this Section 10 (the actual Losses sustained by you"Indemnifying Party"), notify the Indemnifying Party in writing of the commencement thereof; but the omission to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party otherwise than under the provisions hereof, and shall relieve it from liability hereunder only to the extent that such losses are a direct result omission results in the forfeiture by the Indemnifying Party of our gross negligencerights or defenses with respect to such action. In any action or proceeding, willful misconductfollowing provision of proper notice by the Indemnified Party of the existence of such action, or bad faith. IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIALthe Indemnifying Party shall be entitled to participate in any such action and, EXEMPLARY, INDIRECT, OR PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF YOU ADVISE US OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE SERVICE INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES, LOST EARNINGS OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS, OR FOR ANY INDEMNIFICATION CLAIM, WHETHER CONTRACTUAL, EQUITABLE OR OTHER, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTED. Except to the extent otherwise required or provided in this Agreement or by Applicable Lawthat it shall wish, our aggregate liability to you for all Losses incurred in connection participate jointly with any single claim shall not exceed other Indemnifying Party similarly notified, to assume the amount equal to defense thereof, with counsel of its choice (unless any conflict of interest requires the monthly billing to you for appointment of separate counsel), and after notice from the Service over the six (6) month period immediately preceding the date on which the damage or injury giving rise Indemnifying Party to such claim is alleged Indemnified Party of its election to have occurred. You agree and acknowledge that assume the limitations of liability set forth in this section and the indemnification obligations set forth below, as well as elsewhere in this Agreement, represent a bargained for allocation of risk and liability, and the parties agree to respect such allocation of risk and liability. You acknowledge and agree that we would not enter into this Agreement without the limitations of liability and indemnification obligations set forth in this Agreement. The limitations of liability contained in this Agreement shall survive the termination of this Agreement.defense of

Limitation of Liability. Except as otherwise provided Hallite’s liability on any claim for loss or damage arising out of any transactions under Applicable Law this Agreement or from the performance or breach thereof of connected with any goods or services supplied hereunder, or the sale, resale, operation or use of goods, whether based in this Agreementcontract, our warranty, tort (including negligence) or other theory of liability shall not exceed the price allocable to you such goods or services or the part thereof involved in connection with the Service will be claim, regardless of cause or fault. Purchaser’s remedies are limited to the actual Losses sustained by youreturn of non-conforming goods, and only subject to the extent such losses are provisions of Section 8. This limitation of liability and the remedies provided under this Agreement reflect a direct result deliberate and bargained-for allocation of our gross negligencerisks between Hallite and Purchaser and constitutes the basis of the parties’ bargain, willful misconductwithout which Hallite would not have agreed to the price or terms of this Transaction. HALLITE SHALL NOT, or bad faith. IN NO EVENT WILL WE ANY EVENT, BE LIABLE WHETHER AS A RESULT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER GROUNDS OR THEORY OF LIABILITY OR FOR ANY CONSEQUENTIALINCIDENTAL, SPECIAL, EXEMPLARY, INDIRECTPUNITIVE, INDIRECT OR PUNITIVE CONSEQUENTIAL DAMAGES OR LOST PROFITS, EVEN IF YOU ADVISE US OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE SERVICE INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES, LOST EARNINGS OR LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, LOSS OF USE OF GOODS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTSASSOCIATED PRODUCTS, BUSINESS INTERRUPTION, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF CUSTOMERS OF PURCHASER FOR ANY INDEMNIFICATION CLAIMSUCH DAMAGE. In addition, WHETHER CONTRACTUALif Hallite furnished Purchaser with advice or other assistance regarding any goods or services supplied hereunder, EQUITABLE OR OTHERor any system or equipment in which any such goods may be installed, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIMand which is not required pursuant to this transaction, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTED. Except the furnishing of the advice or assistance will not subject Hallite to the extent otherwise required or provided in this Agreement or by Applicable Law, our aggregate liability to you for all Losses incurred in connection with any single claim shall not exceed the amount equal to the monthly billing to you for the Service over the six (6) month period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurred. You agree and acknowledge that the limitations of liability set forth in this section and the indemnification obligations set forth below, as well as elsewhere in this Agreement, represent a bargained for allocation of risk and liability, and the parties agree to respect such allocation whether based on contract, warranty, tort (including negligence) or any other theory of risk and liability. You acknowledge and agree that we would not enter into this Agreement without the limitations of liability and indemnification obligations set forth in this Agreement. The limitations of liability contained in this Agreement shall survive the termination of this Agreement.

Limitation of Liability. Except as otherwise provided under Applicable Law or in this Agreement, our liability to you in connection In conjunction with the Service will Limitation of Warranties as explained above, you expressly understand and agree that any claim against us shall be limited to the actual Losses sustained amount you paid, if any, for use of products and/or services. Harmony Hearing & Speech Center, LLC will not be liable for any direct, indirect, incidental, consequential or exemplary loss or damages which may be incurred by youyou as a result of using our Resources, or as a result of any changes, data loss or corruption, cancellation, loss of access, or downtime to the full extent that applicable limitation of liability laws apply. Copyrights/Trademarks All content and materials available on xxx.xxxxxxxxxxxxxx-xxxxxxxxxxxx.xxx, including but not limited to text, graphics, website name, code, images and logos are the intellectual property of Harmony Hearing & Speech Center, LLC., and only are protected by applicable copyright and trademark law. Any inappropriate use, including but not limited to the extent such losses are a direct result reproduction, distribution, display or transmission of any content on this site is strictly prohibited, unless specifically authorized by Harmony Hearing & Speech Center, LLC. Termination of Use You agree that we may, at our sole discretion, suspend or terminate your access to all or part of our gross negligencewebsite and Resources with or without notice and for any reason, willful misconductincluding, without limitation, breach of this User Agreement. Any suspected illegal, fraudulent or abusive activity may be grounds for terminating your relationship and may be referred to appropriate law enforcement authorities. Upon suspension or termination, your right to use the Resources we provide will immediately cease, and we reserve the right to remove or delete any information that you may have on file with us, including any account or login information. Governing Law This website is controlled by Harmony Hearing & Speech Center, LLC. It can be accessed by most countries around the world. By accessing our website, you agree that the statutes and laws of our state, without regard to the conflict of laws and the United Nations Convention on the International Sales of Goods, will apply to all matters relating to the use of this website and the purchase of any products or services through this site. Furthermore, any action to enforce this User Agreement shall be brought in the federal or state courts. You, hereby agree to personal jurisdiction by such courts, and waive any jurisdictional, venue, or bad faithinconvenient forum objections to such courts. IN NO EVENT WILL WE BE LIABLE FOR Guarantee UNLESS OTHERWISE EXPRESSED, HARMONY HEARING & SPPECH CENTER, LLC EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY CONSEQUENTIALKIND, EXEMPLARYWHETHER EXPRESS OR IMPLIED, INDIRECT, OR PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF YOU ADVISE US OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE SERVICE INCLUDING, BUT NOT LIMITED TOTO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, ATTORNEYS’ FEESFITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Contact Information If you have any questions or comments about these our Terms of Service as outlined above, LOST EARNINGS OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS, OR FOR ANY INDEMNIFICATION CLAIM, WHETHER CONTRACTUAL, EQUITABLE OR OTHER, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTED. Except to the extent otherwise required or provided in this Agreement or by Applicable Law, our aggregate liability to you for all Losses incurred in connection with any single claim shall not exceed the amount equal to the monthly billing to you for the Service over the six (6) month period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurred. You agree and acknowledge that the limitations of liability set forth in this section and the indemnification obligations set forth below, as well as elsewhere in this Agreement, represent a bargained for allocation of risk and liability, and the parties agree to respect such allocation of risk and liability. You acknowledge and agree that we would not enter into this Agreement without the limitations of liability and indemnification obligations set forth in this Agreement. The limitations of liability contained in this Agreement shall survive the termination of this Agreement.can contact us at:

Limitation of Liability. Except as otherwise provided under Applicable Law OUR LIABILITY SHALL BE WE WILL NOT HAVE THE RIGHT TO PARTICIPATE IN A or in this Agreementmenu items, our liability to you in connection the restaurant will deduct the least expensive main- become dissatisfied with the Service will be limited level of service provided by the Rx Card LIMITED TO DIRECT DAMAGES SUSTAINED BY YOU AND ONLY REPRESENTATIVE CAPACITY OR AS A MEMBER OF ANY CLASS course entree or menu item, up to the actual Losses sustained by youmaximum value on the offer. Program, you may contact our Rx Card Customer Service TO THE EXTENT SUCH DAMAGES ARE A DIRECT RESULT OF PERTAINING TO ANY CLAIM SUBJECT TO ARBITRATION. You For restaurants offering one complimentary "entree" when a second is Department, toll-free, at: (000) 000-0000; or (b) The Rx Card OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; may, in arbitration, seek any and all remedies otherwise available to purchased, an "entree" is considered a main-course item. Coupons Program’s cardholders always have the option of filing a complaint or PROVIDED THAT THE MAXIMUM AGGREGATE LIABILITY OF US you pursuant to your state’s law. Arbitration procedures are generally are not valid for discount-priced daily specials, sale items, senior asking any question in writing. Please address your inquiries to: citizen rates, Early Bird specials, carryout, buffets, etc. unless My RewardsTM Rx Savings Card RESULTING FROM ANY SUCH CLAIMS SHALL NOT EXCEED ONE simpler than the rules that apply in court, and only to the extent such losses are a direct result of our gross negligence, willful misconduct, or bad faithdiscovery is more limited. HUNDRED DOLLARS ($100.00). IN NO EVENT WILL SHALL WE BE The arbitrator's decisions are as enforceable as any court order and otherwise noted. c/o EnvisionRxOptions LIABLE FOR ANY CONSEQUENTIALSPECIAL, EXEMPLARYINCIDENTAL, INDIRECT, PUNITIVE OR PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF YOU ADVISE US OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE SERVICE INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES, LOST EARNINGS OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS, OR FOR ANY INDEMNIFICATION CLAIM, WHETHER CONTRACTUAL, EQUITABLE OR OTHER, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTEDare subject to very limited review by a court. Except to the extent otherwise required or provided in this Agreement or by Applicable Law, our aggregate liability to you for all Losses incurred in connection with any single claim shall not exceed the amount equal to the monthly billing to you for the Service over the six (6) month period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurred. You agree and acknowledge that the limitations of liability set forth in this section and the indemnification obligations as set forth below, as well as elsewhere in this Agreement, represent a bargained for allocation of risk and liability, and the parties agree to respect such allocation of risk and liability. You acknowledge and agree that we would not enter into this Agreement without the limitations of liability and indemnification obligations set forth in this Agreement. The limitations of liability contained in this Agreement shall survive the termination of this Agreement.,

Limitation of Liability. Except as otherwise provided The Manager hereby to the fullest extent permissible under Applicable Law or in this Agreementapplicable law, our expressly disclaims any liability to you whatsoever towards the Applicant in connection with the Service will be limited Private Placement and the Applicant understands and expressly agrees that it is applying for and subscribing Offer Shares on this basis. The Manager makes no undertaking, representation or warranty, express or implied, to the actual Losses sustained Applicant regarding the accuracy or completeness of the Investor Documentation and any other information (whether written or oral), concerning the Company, the Offer Shares or the Private Placement received by you, and only to the extent Applicant whether such losses are a direct result of our gross negligence, willful misconduct, information was received through the Manager or bad faith. IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, INDIRECT, OR PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF YOU ADVISE US OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE SERVICE INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES, LOST EARNINGS OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS, OR FOR ANY INDEMNIFICATION CLAIM, WHETHER CONTRACTUAL, EQUITABLE OR OTHER, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTED. Except to the extent otherwise required or provided in this Agreement or by Applicable Law, our aggregate liability to you for all Losses incurred in connection with any single claim shall not exceed the amount equal to the monthly billing to you for the Service over the six (6) month period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurred. You agree and acknowledge that the limitations of liability set forth in this section and the indemnification obligations set forth below, as well as elsewhere in this Agreement, represent a bargained for allocation of risk and liabilityotherwise, and the parties agree Applicant acknowledges by the Applicant’s application that the Applicant has not been induced to respect such allocation of risk and liability. You acknowledge and agree that we would not enter into this Application Agreement without by any representation, warranty or undertaking by any of the limitations aforementioned. Overdue and missing payments: Overdue payments will be charged with interest at the applicable rate under the Norwegian Act on Interest on Overdue Payment of liability and indemnification obligations set forth in 17 December 1976 No. 100; [XX] per annum as of the date of this Application Agreement. If the Applicant fails to comply with the terms of payment or should payments not be made when due, the Applicant will remain liable for payment of the Offer Shares allocated to it and the Offer Shares allocated to such Applicant will not be delivered to the Applicant. In such case the Company and the Manager reserve the right to, at any time and at the risk and cost of the Applicant, re-allot, cancel or reduce the application and the allocation of the allocated Offer Shares, or, if payment has not been received by the third day after the Settlement Date, without further notice sell, assume ownership to or otherwise dispose of the allocated Offer Shares in accordance with applicable law. If Offer Shares are sold on behalf of the Applicant, such sale will be for the Applicant’s account and risk and the Applicant will be liable for any loss, costs, charges and expenses suffered or incurred by the Company and/or the Manager as a result of, or in connection with, such sales. The limitations Company and/or the Manager may enforce payment for any amounts outstanding in accordance with applicable law. [Pursuant to a payment guarantee agreement expected to be entered into by XXX[ any other payment guarantors] (the “Payment Guarantor[s]”) and the Company, the Payment Guarantor[s] will, subject to the terms and conditions of liability contained in this Agreement shall survive the termination payment guarantee, pre-fund payment for any Offer Shares not paid by the applicants when due. The non-paying applicants will remain fully liable for payment of this Agreement.the Offer Shares allocated to them, irrespective of any payment by the Payment Guarantor[s] under the payment guarantee.7]

Limitation of Liability. Except as otherwise provided under Applicable Law or in this AgreementINSOFAR AS AUTHORISED BY APPLICABLE LEGISLATION, our liability to you in connection with the Service will be limited to the actual Losses sustained by you, and only to the extent such losses are a direct result of our gross negligence, willful misconduct, or bad faith. IN NO EVENT WILL WE FOCUS HOME INTERACTIVE MAY NOT UNDER ANY CIRCUMSTANCES BE HELD LIABLE FOR DAMAGES OF ANY CONSEQUENTIALNATURE WHATSOEVER (INCLUDING, EXEMPLARYWITHOUT HOWEVER BEING LIMITED TO DIRECT, INDIRECTINDIRECT COLLATERAL OR CONSEQUENTIAL DAMAGES PERTAINING TO SUSPENSION OF ACTIVITIES, LOSS OF CLIENTS, LOSS OF PROFIT, LOSS OF DATA, FINANCIAL LOSS, OR PUNITIVE DAMAGES ANY ECONOMIC OR LOST PROFITSFINANCIAL LOSS) RESULTING FROM USE OF THE MULTIMEDIA PROGRAMME AND/OR ONLINE SERVICE, OR THE IMPOSSIBILITY TO USE THE MULTIMEDIA PROGRAMME AND/OR ONLINE SERVICE, AS WELL AS THE IMPROPER OPERATION THEREOF, OR EVEN POSSESSION THEREOF CONCERNING THE MULTIMEDIA PROGRAMME, AND THIS EVEN IF YOU ADVISE US FOCUS HOME INTERACTIVE HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSESDAMAGES. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE SERVICE INCLUDINGFocus Home Interactive may not be held liable for damages, BUT NOT LIMITED TOprejudice or losses resulting from negligence, ATTORNEYS’ FEESaccidents or improper use incumbent upon you or the modification of the Multimedia Programme, LOST EARNINGS OR PROFITSin any manner whatsoever, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTSafter purchase of the Multimedia Programme. In all instances and insofar as the aforementioned limitations were not applicable under certain legislation, OR FOR ANY INDEMNIFICATION CLAIM, WHETHER CONTRACTUAL, EQUITABLE OR OTHER, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTED. Except to the extent otherwise required or provided in this Agreement or by Applicable Law, our aggregate liability to you for all Losses incurred in connection with any single claim shall of Focus Home Interactive may not exceed the amount equal to purchase price of the monthly billing to Multimedia Programme. None of the provisions set forth under the present Licence Agreement shall limit or exclude the liability of Focus Home Interactive towards you for in the Service over the six (6) month period immediately preceding the date on which the event of death or corporal damage or injury giving rise to such claim is alleged to have occurredresulting from its own negligence. You agree hereby undertake to guarantee and acknowledge that hold harmless Focus Home Interactive against all claims, costs and expenses (notably lawyer fees) resulting, directly or indirectly, from your actions and omissions during use of the limitations Multimedia Programme and/or the Online Service which does not comply with the terms and conditions of liability set forth in this section and the indemnification obligations set forth below, as well as elsewhere in this Agreement, represent a bargained for allocation of risk and liability, and the parties agree to respect such allocation of risk and liability. You acknowledge and agree that we would not enter into this Agreement without the limitations of liability and indemnification obligations set forth in this Agreement. The limitations of liability contained in this Agreement shall survive the termination of this present Licence Agreement.

Limitation of Liability. Except as otherwise provided under Applicable Law or in this Agreement, our liability to you in connection with the Service will be limited to the actual Losses sustained by you, and only to the extent such losses are a direct result of our gross negligence, willful misconduct, or bad faith. IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, INDIRECT, OR PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF YOU ADVISE US OF THE POSSIBILITY POSSIBLITY OF SUCH DAMAGES OR LOSSES. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE SERVICE INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES, LOST EARNINGS OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS, OR FOR ANY INDEMNIFICATION CLAIM, WHETHER CONTRACTUAL, EQUITABLE OR OTHER, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTED. Except to the extent otherwise required or provided in this Agreement or by Applicable Law, our aggregate liability to you for all Losses incurred in connection with any single claim shall not exceed the amount equal to the monthly billing to you for the Service over the six (6) month period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurred. You agree and acknowledge that the limitations of liability set forth in this section and the indemnification obligations set forth below, as well as elsewhere in this Agreement, represent a bargained for allocation of risk and liability, and the parties agree to respect such allocation of risk and liability. You acknowledge and agree that we would not enter into this Agreement without the limitations of liability and indemnification obligations set forth in this Agreement. The limitations of liability contained in this Agreement shall survive the termination of this Agreement.

Limitation of Liability. Except as otherwise provided under Applicable Law In no event shall Siemens' liability hereunder exceed the actual loss or in this Agreementdamage sustained by Customer, our liability to you in connection with the Service will be limited up to the actual Losses sustained by you, and only purchase price paid to the extent such losses are a direct result of our gross negligence, willful misconduct, or bad faith. IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, INDIRECT, OR PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF YOU ADVISE US OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE SERVICE INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES, LOST EARNINGS OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS, OR FOR ANY INDEMNIFICATION CLAIM, WHETHER CONTRACTUAL, EQUITABLE OR OTHER, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTED. Except to the extent otherwise required or provided in this Agreement or by Applicable Law, our aggregate liability to you for all Losses incurred in connection with any single claim shall not exceed the amount equal to the monthly billing to you Siemens for the Service over the six (6) month period immediately preceding the date on which the damage or injury service giving rise to such claim is alleged to have occurredloss or damage, however, liability for intentional misbehavior and personal injury will not be limited. You agree and acknowledge that the SIEMENS SHALL NOT BE LIABLE TO CUSTOMER FOR ANY LOSS OF USE, REVENUE OR ANTICIPATED PROFITS, COST OF SUBSTITUTE SERVICE (UNLESS OTHERWISE AGREED TO BY SIEMENS), OR LOSS OF STORED, TRANSMITTED OR RECORDED DATA. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, UNFORESEEN, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. The limitations of Siemens' liability contained herein shall apply to Siemens and Siemens' employees, agents and subcontractors performing under this Agreement, regardless of whether such liability is based on breach of contract, tort, strict liability, breach of warranties, failure of essential purpose or otherwise, and even if Siemens or its employees, agents or subcontractors are advised of the likelihood of such damages. The limitations of Customer's liability set forth herein do not affect Customer's liability for Claims (as defined herein) arising out of the negligent or wrongful acts or omissions of Customer, its employees or agents in this section and the indemnification obligations set forth below, as well as elsewhere in connection with this Agreement, represent a bargained for allocation of risk and liability, and to the parties agree to respect such allocation of risk and liability. You acknowledge and agree that we would not enter into this Agreement without the limitations of liability and indemnification obligations extent set forth out in this Agreement. The limitations of Siemens' liability contained set forth herein do not affect Siemens' liability for Claims for personal injury arising as a result of Siemens' negligence or product defect, to the extent set out in this Agreement shall survive the termination of this Agreement. THE FOREGOING IS A SEPARATE, ESSENTIAL TERM OF THIS AGREEMENT AND SHALL BE EFFECTIVE UPON THE FAILURE OF ANY REMEDY, EXCLUSIVE OR NOT.

Limitation of Liability. Except as otherwise provided under Applicable Law Purchaser and Seller agree that neither Purchaser nor Seller has, and will not have any claims or in this Agreementcauses of action against any disclosed or undisclosed officer, our liability to you director, employee, trustee, shareholder, member, partner, principal, parent, subsidiary or affiliate of the other party, or the director, employee, trustee, shareholder, member, partner or principal of any such parent, subsidiary or other affiliate (collectively, the "Protected Affiliates"), arising out of or in connection with the Service will be limited to the actual Losses sustained by you, and only to the extent such losses are a direct result of our gross negligence, willful misconduct, or bad faith. IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, INDIRECT, OR PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF YOU ADVISE US OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE SERVICE INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES, LOST EARNINGS OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS, OR FOR ANY INDEMNIFICATION CLAIM, WHETHER CONTRACTUAL, EQUITABLE OR OTHER, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTED. Except to the extent otherwise required or provided in this Agreement or by Applicable Lawthe transactions contemplated hereby. Without limiting the foregoing, our aggregate the Protected Affiliates are expressly excluded from any obligation to indemnify or hold harmless any party or any similar obligations or Purchaser or Seller, as the case may be, under this Agreement. Each of Purchaser and Seller agrees to look solely to the other party to this Agreement and its assets for the satisfaction of any liability or obligation arising under this Agreement or the transactions contemplated hereby, or for the performance of any of the covenants, warranties or other agreements contained herein, and further agrees not to you for all Losses incurred xxx or otherwise seek to enforce any personal obligation against any of the Protected Affiliates with respect to any matters arising out of or in connection with this Agreement or the transactions contemplated hereby. Without limiting the generality of the foregoing provisions of this Section 10.18, Purchaser and Seller hereby unconditionally and irrevocably waive any single claim shall not exceed and all claims and causes of action of any nature whatsoever it may now or hereafter have against the amount equal to the monthly billing to you for the Service over the six (6) month period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurred. You agree and acknowledge that the limitations of liability set forth in this section and the indemnification obligations set forth below, as well as elsewhere in this Agreement, represent a bargained for allocation of risk and liabilityProtected Affiliates, and hereby unconditionally and irrevocably release and discharge the parties agree to respect such allocation Protected Affiliates from any and all liability whatsoever which may now or hereafter accrue in favor of risk Purchaser and liability. You acknowledge and agree that we would not enter into Seller against the Protected Affiliates, in connection with or arising out of this Agreement without or the limitations of liability and indemnification obligations set forth in this Agreementtransactions contemplated hereby. The limitations provisions of liability contained in this Agreement Section 10.18 shall survive the termination of this Agreement and the Closing. Nothing contained in this Section 10.18 shall release, prohibit or limit the obligations of Atlas pursuant to Section 5.3 and the Joinder to the Agreement.

Limitation of Liability. Except as otherwise provided under Applicable Law or In the event of an error by us in this Agreementperforming the Services, our sole and exclusive liability under this Agreement and your sole and exclusive remedy is for us to re-perform the non-conforming portion of the Services or otherwise correct the error to your satisfaction, provided that you in connection promptly advise us of the error upon discovery by or notification to you. If it is not feasible for us to re-perform the Services or make such correction, we will refund any payments made by you to us for the specific non-conforming item. We shall absorb any administrative cost associated with errors made on our behalf. Our liability under this Agreement for any and all damages arising from or related to any and all causes not covered by the Service will be paragraph immediately above is limited to the actual Losses sustained lesser of (i) the amount of direct damages incurred by you, you and only (ii) the amount paid by you for the particular Services giving rise to the extent such losses are a direct result of our gross negligence, willful misconduct, or bad faithclaim. IN NO EVENT WILL WE EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIALSPECIAL, EXEMPLARYPUNITIVE, INDIRECTINCIDENTAL OR CONSEQUENTIAL DAMAGES SUFFERED BY THE OTHER PARTY, INCLUDING LOSS OF DATA, LOSS OF PROFITS OR PUNITIVE DAMAGES GOODWILL, ARISING OUT OF THE PERFORMANCE OR LOST PROFITSNON-PERFORMANCE OF A PARTY UNDER THIS AGREEMENT, WHETHER FOR BREACH OF WARRANTY OR CONTRACT AND EVEN IF YOU ADVISE US SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NOR WILL WE BE DAMAGES: PROVIDE YOU SHALL REMAIN LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR PAYMENT OF UNDISPUTED FEES IN CONNECTION ACCORDANCE WITH THE SERVICE INCLUDINGTHIS AGREEMENT. Notwithstanding the above, BUT NOT LIMITED TO, ATTORNEYS’ FEES, LOST EARNINGS OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS, OR FOR ANY INDEMNIFICATION CLAIM, WHETHER CONTRACTUAL, EQUITABLE OR OTHER, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTED. Except to the extent otherwise required or provided in this Agreement or by Applicable Law, our aggregate liability to you for all Losses incurred in connection with any single claim Section shall not exceed the amount equal apply to the monthly billing damages arising from breach of a party’s confidentiality obligations or to you for the Service over the six (6) month period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurred. You agree and acknowledge that the limitations of liability set forth in this section and the a party’s indemnification obligations set forth below, as well as elsewhere in this Agreement, represent a bargained for allocation of risk and liability, and the parties agree to respect such allocation of risk and liability. You acknowledge and agree that we would not enter into this Agreement without the limitations of liability and indemnification obligations set forth in this Agreement. The limitations of liability contained in this Agreement shall survive the termination of this Agreementobligations.

Limitation of Liability. Except as otherwise provided under Applicable Law or in this Agreement, our liability to you in connection with the Service will be limited to the actual Losses sustained by you, and only to the extent such losses are a direct result of our gross negligence, willful misconduct, or bad faith. IN NO EVENT WILL WE BE LIABLE EITHER PARTY HAVE ANY LIABILITY FOR ANY LOSS OF INCOME, PROFIT, INTEREST OR SAVINGS BY THE OTHER PARTY OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARYPUNITIVE OR SPECIAL DAMAGES SUFFERED BY THE OTHER PARTY, INDIRECTARISING FROM OR RELATED TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, THE SALE OR PUNITIVE DAMAGES USE OF ANY HEPATITIS B PLASMA, REGARDLESS OF THE FORM OF ACTION, AND WHETHER IN CONTRACT, INDEMNITY, WARRANTY OR LOST PROFITSTORT INCLUDING WITHOUT LIMITATION STRICT LIABILITY AND NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE GROUNDS, EVEN IF YOU ADVISE US SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES LOSSES OR LOSSESDAMAGES. NOR THIS LIMITATION WILL WE BE LIABLE NOT APPLY TO ANY LIABILITY FOR DAMAGES THAT YOU MAY SUFFER RESULT FROM THE GROSS NEGLIGENCE OR INCUR WILLFUL MISCONDUCT OF A PARTY OR AS OTHERWISE SET FORTH IN CONNECTION WITH THE SERVICE INCLUDINGSECTION J BELOW. The Party from whom indemnity is sought under Section (E)(3) shall be entitled at its option to defend or control the defense and/or settlement of any such claim if and only if the amount of losses in respect of such claim would not reasonably be expected to exceed the amount then available for indemnification pursuant to Section (E)(3); provided, BUT NOT LIMITED TOthat the indemnifying Party shall not settle any such claim unless the indemnifying Party would be obligated to pay the full amount of the losses in connection with such claim and such settlement completely and unconditionally releases the indemnified Party from all losses in connection with such claim, ATTORNEYS’ FEESdoes not entail any admission of liability on the part of the indemnified Party and would not otherwise adversely affect the indemnified Party. Each Party shall notify the other of any claim or potential claim or liability as soon as it becomes aware that such claim, LOST EARNINGS OR PROFITSpotential claim or liability has arisen (provided, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTSthat failure by such indemnified Party to give such notification shall not relieve the indemnifying Party of its obligations hereunder, OR FOR ANY INDEMNIFICATION CLAIM, WHETHER CONTRACTUAL, EQUITABLE OR OTHER, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTED. Except except to the extent the indemnifying Party (i) demonstrates that it has been actually and materially prejudiced as a result of such failure or (ii) forfeits any rights or defenses that would otherwise required or provided in this Agreement or by Applicable Law, our aggregate liability to you for all Losses incurred in connection with any single claim shall not exceed the amount equal have been available to the monthly billing indemnifying Party but for such failure) and shall provide to you for the Service over the six (6) month period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurred. You agree and acknowledge that the limitations of liability set forth other all reasonable assistance in this section and the indemnification obligations set forth below, as well as elsewhere in this Agreement, represent a bargained for allocation of risk and liability, and the parties agree to respect such allocation of risk and liability. You acknowledge and agree that we would not enter into this Agreement without the limitations of liability and indemnification obligations set forth in this Agreement. The limitations of liability contained in this Agreement shall survive the termination of this Agreementthereof.

Limitation of Liability. Except as otherwise provided under Applicable Law Workmanship Warranty - The Company’s workmanship or in this Agreement, our liability to you any part thereof in connection with the Service Work claimed to be defective shall be held until inspected by an authorized representative of the Company and, upon his specific instructions, the Company’s workmanship or any part thereof found to be defective will be repaired by the Company as provided herein. The Company’s method of inspection may take the form of inspection of photographs (such inspection to be either in place of a physical inspection by the Company or in addition to a physical inspection, all as determined in the sole discretion of the Company), provided by the Recipient, of the Company’s workmanship or any part thereof allegedly defective. If requested by the Company, the Recipient agrees to provide photographs of the Company’s workmanship or any part thereof allegedly defective as well as a detailed, written explanation of the alleged defect and, if so requested, Xxxx’ obligation to continue to process the Recipient’s claim under this Workmanship Warranty shall be subject to its receipt of the requested photographs and explanation. The Company’s obligations hereunder shall be limited solely to furnishing labor to repair any defective installation or construction workmanship. Any such repair by the actual Losses sustained Company hereunder shall not extend the Workmanship Warranty period. THE LIABILITY OF THE COMPANY, ITS OFFICERS, DIRECTORS, AGENTS AND SERVANTS AND ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS AND SERVANTS TO THE RECIPIENT WITH RESPECT TO THE WORKMANSHIP OF THE COMPANY RELATING TO THE WORK SHALL BE LIMITED TO REPAIR AS PROVIDED HEREIN TO A MAXIMUM OF THE COST OF THE WORK PERFORMED BY THE COMPANY, AS INDICATED ON THE INVOICE, AND DOES NOT INCLUDE ANY COST OF REMOVAL OR REINSTALLATION OR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHETHER BASED UPON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE. SUCH DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, LOSS OF PROFIT, LOSS OF REVENUE, LOSS OF USE OF ANY ASSOCIATED EQUIPMENT, COST OF CAPITAL, COST OF LABOUR, COST OF SUBSTITUTE OR REPLACEMENT EQUIPMENT, FACILITIES OR SERVICES, DOWN TIME, RECIPIENT’S TIME AND CLAIMS OF THIRD PARTIES. Product Warranty Tuff’s Product or any part thereof claimed to be defective shall be held until inspected by youan authorized representative of Tuff or an authorized dealer of Tuff and, upon written approval from Tuff to proceed with such representative’s specific instructions, Tuff’s Product or any part thereof found to be defective will be repaired or replaced or the Pro Rata Refund made, at the sole option of, and only by, Tuff, as provided herein and, in the case of repair or replacement, with the same, or substantially similar, to the extent reasonably possible, color design or grade of Product. Tuff’s method of inspection may take the form of inspection of photographs (such losses are inspection to be either in place of a direct physical inspection by Tuff or in addition to a physical inspection, all as determined in the sole discretion of Tuff), provided by the Recipient, of the Product or any part thereof allegedly defective. If requested by Xxxx, the Recipient agrees to provide photographs of the Product or any part thereof allegedly defective as well as a detailed, written explanation of the alleged defect and, if so requested, Xxxx’s obligation to continue to process the Recipient’s claim under this Product Warranty shall be subject to its receipt of the requested photographs and explanation. Any replacement Product is subject to the availability of same from Tuff’s inventory or to the availability of same from Tuff’s suppliers. Tuff reserves the right to repair or replace defective Product with Product of the nearest color, gauge or pattern available at the time of repair or replacement. Tuff shall not be responsible for differences in color between replacement Product and the original Product. Any such repair or replacement or Pro Rata Refund by Tuff hereunder shall not extend the Product Warranty Period and all Product provided by Tuff as a result of our gross negligencea warranty claim hereunder is warranted under the terms and conditions of this Warranty only for the balance of the Product Warranty Period for the Product which was the subject of the warranty claim. Tuff’s obligations hereunder shall be limited solely to repair or replacement of any defective Product or Pro Rata Refund as provided herein. THE LIABILITY OF TUFF, willful misconductITS OFFICERS, or bad faithDIRECTORS, AGENTS AND SERVANTS AND ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS AND SERVANTS TO THE RECIPIENT WITH RESPECT TO THE PRODUCT HEREIN SHALL BE LIMITED TO REPAIR OR REPLACEMENT OR PRO RATA REFUND AS PROVIDED HEREIN TO A MAXIMUM OF THE COST OF THE PRODUCT INSTALLED AT THE PROPERTY, AS INDICATED ON THE INVOICE, AND DOES NOT INCLUDE ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHETHER BASED UPON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE. SUCH DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF USE OF ANY ASSOCIATED EQUIPMENT, COST OF CAPITAL, COST OF LABOUR, COST OF SUBSTITUTE OR REPLACEMENT EQUIPMENT, FACILITIES OR SERVICES, DOWN TIME, RECIPIENT’S TIME AND CLAIMS OF THIRD PARTIES. IN NO EVENT WILL WE CONNECTION WITH THIS WARRANTY TUFF, THE COMPANY, THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS AND SERVANTS AND THEIR RESPECTIVE AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS AND SERVANTS SHALL NOT BE LIABLE FOR PERSONAL INJURIES OR DEATH TO ANY CONSEQUENTIALPERSON OR FOR ANY LOSS, EXEMPLARYDAMAGE, INDIRECTLIABILITY, CLAIM OR EXPENSE OF ANY KIND OR NATURE WHETHER TO OR RELATED TO THE PROJECT, THE PRODUCT, THE PROPERTY, THE RECIPIENT OR ANY OTHER PROPERTY, CAUSED OR CONTRIBUTED TO, DIRECTLY OR INDIRECTLY, BY THE COMPANY’S PERFORMANCE OF THE WORK OR THE WARRANTY WORK UNDER THIS WARRANTY, BY THE OWNERSHIP, DELIVERY, INSTALLATION OR POSSESSION OF THE PROJECT, THE PRODUCT, BY THE PROJECT, THE PRODUCT OR ANY INADEQUACY THEREOF FOR ANY PURPOSE OR ANY DEFICIENCY OR DEFECT THEREIN, THE USE OR MAINTENANCE THEREOF, ANY REPAIRS, SERVICING OR ADJUSTMENTS THERETO OR ANY INTERRUPTION OR LOSS OF SERVICE OR USE THEREOF OR ANY LOSS OF BUSINESS, OR PUNITIVE DAMAGES BY ANY OTHER CAUSE OR LOST PROFITSREASON WHATSOEVER OR HOWSOEVER CAUSED, EVEN IF YOU ADVISE US CONSEQUENTIAL OR NOT, INCLUDING THE NEGLIGENCE OR DEFAULT OF THE POSSIBILITY COMPANY OR TUFF, AS ALL SUCH RISKS AS BETWEEN THE COMPANY, TUFF AND THE RECIPIENT ARE TO BE BORNE BY THE RECIPIENT. THIS WARRANTY GIVES THE RECIPIENT SPECIFIC LEGAL RIGHTS AND THE RECIPIENT MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE (OR JURISDICTION TO JURISDICTION), SOME STATES (OR JURISDICTIONS) DO NOT ALLOW THE EXCLUSION OR LIMITATION OF SUCH DAMAGES INCIDENTAL OR LOSSESCONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO CERTAIN RECIPIENTS. NOR WILL WE BE LIABLE DISCLAIMER OF WARRANTIES THIS WARRANTY IS IN SUBSTITUTION FOR DAMAGES THAT YOU MAY SUFFER TO WHICH THE RECIPIENT MIGHT OTHERWISE BE ENTITLED AT LAW OR INCUR IN EQUITY AND, IN PARTICULAR, IN LIEU OF AN ACTION FOR FUNDAMENTAL BREACH OF CONTRACT, THE RECIPIENT WILL BE BOUND BY THE PROVISIONS OF THIS WARRANTY. THE WARRANTY SET FORTH ABOVE IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, AGREEMENTS, REPRESENTATIONS OR CONDITIONS OF THE COMPANY AND TUFF WHETHER WRITTEN, ORAL, COLLATERAL, STATUTORY, EXPRESSED, IMPLIED OR OTHERWISE INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MECHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND THE COMPANY AND TUFF SHALL NOT BY VIRTUE OF, AS APPLICABLE, HAVING PERFORMED THE WORK IN CONNECTION WITH THE SERVICE INCLUDINGPROJECT OR BY VIRTUE OF HAVING SUPPLIED THE PRODUCT OR PERFORMED THE WORK IN CONNECTION WITH A CLAIM UNDER THIS WARRANTY BE DEEMED TO HAVE MADE ANY OTHER WARRANTY, BUT NOT LIMITED TOAGREEMENT, ATTORNEYS’ FEESREPRESENTATION OR CONDITION WHATSOEVER. NO REPRESENTATIVE, LOST EARNINGS EMPLOYEE, AGENT OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS, OR FOR ANY INDEMNIFICATION CLAIM, WHETHER CONTRACTUAL, EQUITABLE OR OTHER, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS CONTRACTOR OF THE BASISCOMPANY, THEORY OF TUFF OR NATURE OF ANY OTHER PERSON IS AUTHORIZED TO ASSUME ANY ADDITIONAL LIABILITY OR RESPONSIBILITY IN CONNECTION WITH THE ACTION WORK PERFORMED BY THE COMPANY EXCEPT AS DESCRIBED HEREIN OR IN CONNECTION WITH THE PRODUCT OR THE WORK PERFORMED BY XXXX HEREUNDER EXCEPT AS DESCRIBED HEREIN. SOME STATES (OR JURISDICTIONS) DO NOT ALLOW LIMITATIONS ON WHICH A CLAIM IS ASSERTED. Except to the extent otherwise required or provided in this Agreement or by Applicable LawHOW LONG AN IMPLIED WARRANTY LASTS, our aggregate liability to you for all Losses incurred in connection with any single claim shall not exceed the amount equal to the monthly billing to you for the Service over the six (6) month period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurred. You agree and acknowledge that the limitations of liability set forth in this section and the indemnification obligations set forth below, as well as elsewhere in this Agreement, represent a bargained for allocation of risk and liability, and the parties agree to respect such allocation of risk and liability. You acknowledge and agree that we would not enter into this Agreement without the limitations of liability and indemnification obligations set forth in this Agreement. The limitations of liability contained in this Agreement shall survive the termination of this AgreementSO THE ABOVE LIMITATION MAY NOT APPLY TO CERTAIN RECIPIENTS.

Limitation of Liability. Except as otherwise provided under Applicable Law IMMUNEX has no knowledge or awareness of or ----------------------- control over the manner in this Agreementwhich AASTROM intends to use the Licensed Technology. IMMUNEX shall not be liable to AASTROM for any losses, our damages, costs or expenses of any nature incurred or suffered by AASTROM or by a Third Party, arising out of any dispute or other claims or proceedings made by or brought against AASTROM, (including, without limitation, product liability to you claims and claims by a Third Party alleging infringement of its intellectual property rights by the use or sale of any Supplied Product or System), nor shall IMMUNEX be responsible in connection any way for dealing with the Service will be limited to the actual Losses sustained by youany such disputes, and only claims or proceedings, except to the extent that any such losses are dispute, claim or proceeding arises from (a) a direct result breach by IMMUNEX of our gross negligence, willful misconductany warranty set forth in Section 7.1 hereof, or bad faith(b) any failure by IMMUNEX to manufacture, test, document or release any Supplied Product in material compliance with current GMP and the applicable Manufacturing Regulatory Documentation. IMMUNEX shall not be responsible to AASTROM for any interruption in supply that is caused by Force Majeure. EXCEPT AS SET FORTH IN SECTION 7.1(e) HEREOF, IMMUNEX MAKES NO EVENT WILL WE PRODUCT WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IMMUNEX SHALL NOT BE LIABLE FOR ANY CONSEQUENTIALUSE OF LICENSED TECHNOLOGY BY AASTROM OR FOR ANY LOSS, EXEMPLARYCLAIM, INDIRECTDAMAGE, OR PUNITIVE DAMAGES LIABILITY, OF ANY KIND OR LOST PROFITSNATURE, EVEN IF YOU ADVISE US OF THE POSSIBILITY OF SUCH DAMAGES WHICH MAY ARISE FROM OR LOSSES. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THIS AGREEMENT OR FROM THE SERVICE INCLUDINGUSE, BUT NOT LIMITED TO, ATTORNEYS’ FEES, LOST EARNINGS HANDLING OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS, OR FOR ANY INDEMNIFICATION CLAIM, WHETHER CONTRACTUAL, EQUITABLE OR OTHER, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS STORAGE OF THE BASISSUPPLIED PRODUCTS OR ANCILLARY MATERIALS. NEITHER PARTY TO THIS AGREEMENT SHALL BE ENTITLED TO RECOVER FROM THE OTHER ANY SPECIAL, THEORY INCIDENTAL, CONSEQUENTIAL OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTED. Except to the extent otherwise required or provided in this Agreement or by Applicable Law, our aggregate liability to you for all Losses incurred in connection with any single claim shall not exceed the amount equal to the monthly billing to you for the Service over the six (6) month period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurred. You agree and acknowledge that the limitations of liability set forth in this section and the indemnification obligations set forth below, as well as elsewhere in this Agreement, represent a bargained for allocation of risk and liability, and the parties agree to respect such allocation of risk and liability. You acknowledge and agree that we would not enter into this Agreement without the limitations of liability and indemnification obligations set forth in this Agreement. The limitations of liability contained in this Agreement shall survive the termination of this AgreementPUNITIVE DAMAGES.

Limitation of Liability. Except as otherwise provided (a) Neither party shall be liable to the other for any failure or delay in the performance of its obligations under Applicable Law this Agreement if such failure or delay arises out of a cause beyond the reasonable control of such party. Such causes may include, without limitation, acts of God, a public enemy, civil or military authority, fires or other catastrophes, strikes, delays in transportation, riots or war. Failure to comply with the terms of this Agreement or the Hospital Resource Guide may result in serious damage to Customer's Equipment, Software and Facilities. CIS shall have no liability for damage resulting from Customer's failure to comply with the terms of this Agreement, our any Hospital Resource Guide or any other instructions provided by CIS to Customer. Should the Software be made the subject of any claim alleging infringement of any patent, copyright, trade secret, trademark or other intellectual property rights of any third person, CIS's sole liability shall be, at its option, to you procure the right to use the Software free of such liability or to replace or modify the Software to make it non-infringing while maintaining equivalent functionality. No person providing data or programs in connection with the Service will Software shall be limited deemed thereby to be engaging in the actual Losses sustained by youpractice of medicine or dispensing medical services. IN THE EVENT OF DELAYS, and only to the extent such losses are a direct result of our gross negligenceERRORS OR OMISSIONS IN PROCESSING OR IN PROVIDING OR FAILING TO PROVIDE ANY OTHER SERVICES PROVIDED BY CIS HEREUNDER, willful misconductCIS SHALL USE ITS REASONABLE BEST EFFORTS TO CORRECT SUCH ERRORS OR OMISSIONS, or bad faithTO MAKE SUCH SERVICES AVAILABLE AND/OR RESUME PERFORMING SUCH SERVICES AS PROMPTLY AS REASONABLY PRACTICABLE AND AT NO ADDITIONAL CHARGE, PROVIDED THAT NOTICE OF SUCH ERROR OR OMISSION IS GIVEN WITHIN SEVENTY TWO (72) HOURS AFTER PRODUCTION OF ANY REPORT. OTHERWISE, CIS SHALL HAVE NO OTHER OBLIGATIONS OR LIABILITY FOR SUCH ERRORS, DELAYS OR OMISSIONS. IN NO EVENT WILL WE SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIALINDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INDIRECTINCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE PERFORMANCE OR BREACH OF THIS AGREEMENT, OR PUNITIVE DAMAGES OR INCLUDING, WITHOUT LIMITATION, LOST PROFITS, EVEN IF YOU ADVISE US LOSS OF DATA OR BUSINESS INTERRUPTION. FURTHERMORE, EACH PARTY'S LIABILITY TO THE POSSIBILITY OF SUCH OTHER FOR ANY OTHER DAMAGES CAUSED BY OR LOSSES. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE SERVICE INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES, LOST EARNINGS OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS, THE PERFORMANCE OR FOR ANY INDEMNIFICATION CLAIMBREACH OF THIS AGREEMENT, WHETHER CONTRACTUALIN TORT, EQUITABLE CONTRACT OR OTHEROTHERWISE, REGARDLESS OF WHETHER SHALL BE LIMITED IN EACH CASE TO $50,000 PER FACILITY AND $100,000 IN THE LIKELIHOOD OF SUCH CLAIMAGGREGATE, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH SUMS SHALL BE APPLIED AS A CLAIM IS ASSERTED. Except to the extent otherwise required or provided in this Agreement or by Applicable Law, our aggregate liability to you for all Losses incurred in connection with any single claim shall not exceed the amount equal to the monthly billing to you for the Service over the six (6) month period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurred. You agree and acknowledge that the limitations of liability set forth in this section and the indemnification obligations set forth below, as well as elsewhere in this Agreement, represent a bargained for allocation of risk and liability, and the parties agree to respect such allocation of risk and liability. You acknowledge and agree that we would not enter into this Agreement without the limitations of liability and indemnification obligations set forth in this Agreement. The limitations of liability contained in this Agreement shall survive the termination of this AgreementCREDIT AGAINST FEES.

Limitation of Liability. Except as otherwise provided under Applicable Law or in this AgreementCUSTOMER ACKNOWLEDGES AND AGREES THAT THE CONSIDERATION WHICH XXXXXXXXX.XXX IS CHARGING FOR PRODUCTS DOES NOT INCLUDE ANY CONSIDERATION FOR ASSUMPTION BY XXXXXXXXX.XXX OF THE RISK OF CUSTOMER'S CONSEQUENTIAL OR INCIDENTAL DAMAGES WHICH MAY ARISE IN CONNECTION WITH CUSTOMER'S USE OF THE SOFTWARE, our liability to you in connection with the Service will be limited to the actual Losses sustained by youPRODUCT, and only to the extent such losses are a direct result of our gross negligenceSERVICES AND DOCUMENTATION. ACCORDINGLY, willful misconduct, or bad faith. IN NO EVENT WILL WE CUSTOMER AGREES THAT XXXXXXXXX.XXX SHALL NOT BE LIABLE RESPONSIBLE TO CUSTOMER FOR ANY CONSEQUENTIAL, EXEMPLARYLOSS‐OF‐PROFIT, INDIRECT, INCIDENTAL, SPECIAL, OR PUNITIVE CONSEQUENTIAL DAMAGES OR LOST PROFITS, EVEN IF YOU ADVISE US ARISING OUT OF THE POSSIBILITY LICENSING OR USE OF SUCH DAMAGES THE SOFTWARE, PRODUCT, SERVICES OR LOSSES. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE SERVICE INCLUDING, DOCUMENTATION INCLUDING BUT NOT LIMITED TOTO THOSE RESULTING FROM DEFECTS IN SOFTWARE, ATTORNEYS’ FEESPRODUCT AND/OR DOCUMENTATION, LOST EARNINGS OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS, OR FOR INACCURACY OF DATA OF ANY INDEMNIFICATION CLAIM, WHETHER CONTRACTUAL, EQUITABLE OR OTHER, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTEDKIND. Except Any provision herein to the extent otherwise required contrary notwithstanding, the maximum liability of xxxxxxxxx.xxx to any person, firm or provided corporation whatsoever arising out of or in this Agreement or by Applicable Law, our aggregate liability to you for all Losses incurred in the connection with any single license, use or other employment of any Products or documentation delivered to Customer hereunder, whether such liability arises from any claim based on breach or repudiation of contract, warranty, tort or otherwise, shall not in no case exceed the amount equal actual price paid to xxxxxxxxx.xxx by Customer for the Products or documentation whose license, use, or other employment gives rise to the monthly billing to you for liability during the Service over the six twelve (612) month period immediately preceding the date on which the damage or injury event giving rise to such claim liability. The essential purpose of this provision is alleged to have occurredlimit the potential liability of xxxxxxxxx.xxx arising out of this Agreement. You agree and The parties acknowledge that the limitations of liability set forth in this section Article 6 are integral to the amount of consideration levied in connection with the license of the Products and the indemnification obligations documentation and any services rendered hereunder and under any Purchase Agreements and that, were xxxxxxxxx.xxx to assume any further liability other than as set forth belowherein, as well as elsewhere in this Agreement, represent a bargained for allocation such consideration would of risk and liability, and the parties agree to respect such allocation of risk and liability. You acknowledge and agree that we would not enter into this Agreement without the limitations of liability and indemnification obligations necessity be set forth in this Agreement. The limitations of liability contained in this Agreement shall survive the termination of this Agreementsubstantially higher.

Limitation of Liability. Except as otherwise provided under Applicable Law or in this Agreement, our liability to you in connection with the Service will be limited to the actual Losses sustained by you, and only to the extent such losses are a direct result of our gross negligence, willful misconduct, or bad faith. IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, INDIRECT, OR PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF YOU ADVISE US OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE SERVICE INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES, LOST EARNINGS OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS, OR FOR ANY INDEMNIFICATION CLAIM, WHETHER CONTRACTUAL, EQUITABLE OR OTHER, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTED. Except to the extent otherwise required or provided in this Agreement or by Applicable Law, our aggregate liability to you for all Losses incurred in connection with any single claim shall not exceed the amount equal to the monthly billing to you for the Service over the six (6) month period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurred. You agree and acknowledge that the limitations of liability set forth in this section and the indemnification obligations set forth below, as well as elsewhere in this Agreement, represent a bargained for allocation of risk and liability, and the parties agree to respect such allocation of risk and liability. You acknowledge and agree that we would not enter into this Agreement without are only willing to collect payment, facilitate the fulfillment of orders, and provide access to the Services if you agree to certain limitations of our liability to you and indemnification obligations set forth to third parties. You understand that to the extent permitted under applicable law, in this Agreementno event will we or our officers, employees, directors, parents, subsidiaries, affiliates, agents, or licensors be liable for any indirect, incidental, special, consequential, or exemplary damages, including but not limited to, personal injury, damages for loss of revenues, profits, goodwill, use, data, lost opportunities, or business interruptions or other intangible losses (even if such parties were advised of, knew of or should have known of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy), arising out of or related to your use of or access to, or the inability to use or to access, the Services, regardless of whether such damages are based on contract, tort (including negligence and strict liability), warranty, statute, or otherwise. The limitations We will not be liable for any damages arising from the products or for any information appearing on any other site linked to our Services. If you are dissatisfied with any portion of the Services, your sole and exclusive remedy is to discontinue use of the Services. Our total liability to you for all claims arising from or related to the Services is limited, in aggregate, to the greater of (i) the total amount of your orders in the three (3) months prior to the date of the event giving rise to our liability, or (ii) fifty dollars (U.S. $50.00). Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability contained for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent that we may not, as a matter of applicable law, disclaim any implied warranty or limit liabilities, the scope and duration of such warranty and the extent of our liability will be the minimum permitted under such applicable law. Without limiting the foregoing, under no circumstances will we, or entities from whom we have purchased our Products, be held liable for any delay or failure in this Agreement shall survive the termination performance resulting directly or indirectly from acts of this Agreementnature, forces, or causes beyond our reasonable control, including, without limitation, internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of god, war, governmental actions, orders of domestic or foreign courts or tribunals, or non- performance of third parties.

Limitation of Liability. Except as otherwise provided under Applicable Law You acknowledge that the Portal has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Portal meet your requirements. Your use of the Portal and the Software is entirely at your own risk. Under no circumstance will AlayaCare, Providers or in this Agreementtheir agents, our liability licensors or suppliers be liable to you in connection with the Service will be limited to the actual Losses sustained by you, and only to the extent such losses are a direct result on account of our gross negligence, willful misconductyour use or misuse of, or bad faithreliance on, the Portal or the Software. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE OF ALAYACARE OR ITS LICENSORS), WILL ALAYACARE, PROVDERS, THEIR LICENSORS, SUPPLIERS OR DEALERS BE LIABLE TO YOU FOR ANY ACTUAL, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES OR OTHER DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE PORTAL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS AND COUNTRIES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OR HAVE LEGISLATION WHICH RESTRICTS THE LIMITATION OR EXCLUSION OF LIABILITY, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT WILL WE BE LIABLE THE TOTAL LIABILITY OF ALAYACARE, PROVIDERS OR THEIR LICENSORS FOR ANY CONSEQUENTIAL, EXEMPLARY, INDIRECT, OR PUNITIVE ALL DAMAGES OR LOST PROFITS, EVEN IF YOU ADVISE US EXCEED THE GREATER OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NOR WILL WE BE LIABLE FEES PAID BY YOU TO THE PROVIDER FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE SERVICE INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES, LOST EARNINGS OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS, OR PORTAL FOR ANY INDEMNIFICATION CLAIM, WHETHER CONTRACTUAL, EQUITABLE OR OTHER, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS CURRENT TERM OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTEDXXXX AND US$100. Except Term and Termination This XXXX is effective until terminated. This XXXX will automatically terminate if you fail to the extent otherwise required or provided in this Agreement or by Applicable Law, our aggregate liability to you for all Losses incurred in connection comply with any single claim shall not exceed the amount equal to the monthly billing to you for the Service over the six (6) month period immediately preceding the date on which the damage term or injury giving rise to such claim is alleged to have occurredcondition of this XXXX. You agree that AlayaCare may, at its sole discretion, temporarily or permanently terminate the XXXX with prior notice to you and/or terminate your access to the Portal without prior notice to you. Upon termination, for any reason, you agree: (a) all rights granted to you under this XXXX shall cease; (b) to permanently delete or remove the any Software or data from your computers and acknowledge that any devices custody or control; and (c) cease all activities authorized by this XXXX, including use of the limitations of liability set forth in this section and the indemnification obligations set forth below, as well as elsewhere in this Agreement, represent a bargained for allocation of risk and liability, and the parties agree to respect such allocation of risk and liability. You acknowledge and agree that we would not enter into this Agreement without the limitations of liability and indemnification obligations set forth in this Agreement. The limitations of liability contained in this Agreement shall survive the termination of this AgreementPortal.

Limitation of Liability. Except as otherwise provided under Applicable Law or in this Agreement, our liability The Bank shall not be liable to you for any damages or losses that you may suffer or incur in connection with the Service Service, including, without limitation, any failure to provide, or delay in providing, access to the Service, except: a) as specifically stated in this Agreement; or b) to the extent such damages or losses are solely and proximately caused by our gross negligence or willful misconduct. Without limiting the foregoing, we shall not be liable to you for an of the following: a) any damages, losses, costs or other consequences caused by our actions that are based on information or instructions you provide; b) any unauthorized actions initiated or caused by you or your employees, agents or representative; c) any refusal of a payor financial institution to pay a Check for any reason (other than that caused by our gross negligence or willful misconduct), including without limitation, that the Check was unauthorized, counterfeit, altered, or had a forged signature; d) your or any other parties’ inability to transmit or receive data; e) if you do not comply with your representations or warranties in the Agreement. Our liability for errors and omissions with respect to the data transmitted or printed by us in connection with this Agreement will be limited to correcting the actual Losses sustained by youerrors or omissions. Correction will be limited to reprocessing, and only reprinting and/or representing the Checks to the extent such losses are a direct result of our gross negligence, willful misconduct, or bad faith. IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, INDIRECT, OR PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF YOU ADVISE US OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE SERVICE INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES, LOST EARNINGS OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS, OR FOR ANY INDEMNIFICATION CLAIM, WHETHER CONTRACTUAL, EQUITABLE OR OTHER, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTED. Except to the extent otherwise required or provided in this Agreement or by Applicable Law, our aggregate liability to you for all Losses incurred in connection with any single claim shall not exceed the amount equal to the monthly billing to you for the Service over the six (6) month period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurred. You agree and acknowledge that the limitations of liability set forth in this section and the indemnification obligations set forth below, as well as elsewhere in this Agreement, represent a bargained for allocation of risk and liability, and the parties agree to respect such allocation of risk and liability. You acknowledge and agree that we would not enter into this Agreement without the limitations of liability and indemnification obligations set forth in this Agreementpayor financial institution. The limitations of liability contained and remedies in this Agreement shall survive the termination of Section are in addition to, and not in lieu of, other limitations or remedies contained elsewhere in this Agreement. NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT OR ANY BANK ACCOUNT AGREEMENT OR ACCOUNT DISCLOSURES TO THE CONTRARY, YOU AGREE THAT IN NO EVENT WILL THE BANK OR ANY THIRD PARY SERVICE PROVIDER BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNATIVE, OR EXEMPLARY DAMAGES OR LOSSES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER LOSSES INCURRED BY YOU OR ANY THIRD PARTY ARISING FROM OR RELATED TO THE USE, INABILITY TO USE, OR THE TERMINATION OF THE USE OF ANY MOBILE BANKING SERVICE, REGARDLESS OF THE FORM OF ACTION OR CLAIM (WHETHER CONTRACT, TOTR, STRICT LIABILITY OR OTHERWISE), EVEN IF WE OR ANY THIRD PARTY SERVICE PROVIDER HAVE BEEN INFORMED OF THE POSSIBILITY THEREOF, EXCEPT AS OTHERWISE PROVIDED BY LAW. YOU ACKNOWLEDGE THAT, IN PROVIDING THE SERVICE, THE BANK MAY UTILIZE AND RELY ON CERTAIN THIRD PARTY SERVICE PROVIDERS TO PROVIDE SERVICES TO THE BANK. YOU FURTHER ACKNOWLEDGE AND AGREE THAT YOUR RIGHTS UNDER THIS AGREEMENT SHALL BE SOLELY AND EXCLUSIVELY AGAINST THE BANK, AND YOU SHALL HAVE NO RIGHT OR RECOURSE AGAINST ANY THIRD PARTY SERVICE PROVIDER HEREUNDER WHATSOEVER, AND YOU HEREBY WAIVE ANY AND ALL SUCH RIGHTS OR RECOURSE, DIRECTLY OR INDIRECTLY, AGAINS ANY THIRD PARTY SERVICE PROVIDER.

Limitation of Liability. Except Neither ICICI Bank nor its Affiliates will be liable for any unauthorized Transfers occurring on your Account and you hereby fully indemnify and hold ICICI Bank and its Affiliates harmless against any action, suit, or proceeding initiated against any of them or any loss, cost or damage incurred by any of them as otherwise provided a result thereof. ICICI Bank may cancel or restrict access to the Service without notice to you. ICICI Bank will under Applicable Law or in this Agreement, our liability no circumstances be held liable to you if access to the Service is not available in connection with the desired manner for reasons including, but not limited to, natural calamities, legal restraints, faults in the telecommunication network or network failure, or any other reason beyond the control of ICICI Bank. Under no circumstances will ICICI Bank be liable for any damages whatsoever, whether such damages are direct, indirect, incidental, consequential and irrespective of whether any claim is based on loss of revenue, interruption of business or any loss of any character or nature whatsoever and whether sustained by you or by any other Person. Illegal or improper use of the Service will render you liable for payment of financial charges as decided by ICICI Bank and may result in suspension of your Account. You hereby agree that under no circumstances will ICICI Bank be liable for any special, indirect, incidental, punitive or consequential damages, even if it had been advised of the same, and under no circumstances will ICICI Bank’s aggregate liability for claims relating to your Account, whether for breach of contract or tort (including, but not limited to, negligence), exceed the transaction charges/fees or consideration paid by you to ICICI Bank within the previous twelve (12) months, such amount excluding any sums deposited and/or transferred into or out of your Account. ICICI Bank is not responsible or liable for (i) any penalties, fees, interest, costs or damages imposed upon or suffered by you with respect to any Transfers, including for any delays in Transfers being processed / sent / received, deposited (ii) any losses or damages incurred by a Sender or Recipient arising out of (a) a Security Question being answered by a person other than the Recipient, or (b) as the result of the misuse, improper communication or improper disclosure of the answer to the actual Losses sustained by youSecurity Question, and only (iii) any loss resulting from a failure to the extent such losses are complete a direct Transfer or a misdirected Transfer that occurs as a result of our gross negligence, willful misconduct, or bad faith. IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, INDIRECT, OR PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF YOU ADVISE US OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE SERVICE INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES, LOST EARNINGS OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS, OR FOR ANY INDEMNIFICATION CLAIM, WHETHER CONTRACTUAL, EQUITABLE OR OTHER, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTED. Except ICICI Bank Canada’s Sender’s failure to the extent otherwise required or provided in this Agreement or by Applicable Law, our aggregate liability to you for all Losses incurred in connection with any single claim shall not exceed the amount equal to the monthly billing to you provide a correct and operational email address for the Service over the six (6) month period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurred. You agree and acknowledge that the limitations of liability set forth in this section and the indemnification obligations set forth below, as well as elsewhere in this Agreement, represent a bargained for allocation of risk and liability, and the parties agree to respect such allocation of risk and liability. You acknowledge and agree that we would not enter into this Agreement without the limitations of liability and indemnification obligations set forth in this Agreement. The limitations of liability contained in this Agreement shall survive the termination of this AgreementRecipient.

Limitation of Liability. Except as otherwise provided under Applicable Law or in this AgreementTHE APS PARTIES SHALL NOT BE LIABLE TO THE COMPANY, our liability to you in connection with the Service will be limited to the actual Losses sustained by youOR ANY PARTY ASSERTING CLAIMS ON BEHALF OF THE COMPANY, and only to the extent such losses are a direct result of our gross negligenceEXCEPT FOR DIRECT DAMAGES FOUND IN A FINAL DETERMINATION TO BE THE DIRECT RESULT OF THE GROSS NEGLIGENCE, willful misconductBAD FAITH, or bad faith. IN NO EVENT WILL WE SELF-DEALING OR INTENTIONAL MISCONDUCT OF APS PARTIES SHALL NOT BE LIABLE FOR ANY CONSEQUENTIALINCIDENTAL, EXEMPLARYCONSEQUENTIAL OR SPECIAL DAMAGES, INDIRECTLOST PROFITS, OR LOST DATA, REPUTATIONAL DAMAGES, PUNITIVE DAMAGES OR LOST PROFITSANY OTHER SIMILAR DAMAGES UNDER ANY CIRCUMSTANCES, EVEN IF YOU ADVISE US THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSESDAMAGES. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR THE APS PARTIES’ AGGREGATE LIABILITY, WHETHER IN CONNECTION WITH THE SERVICE INCLUDINGTORT, BUT NOT LIMITED TO, ATTORNEYS’ FEES, LOST EARNINGS OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTSCONTRACT, OR OTHERWISE, IS LIMITED TO THE AMOUNT OF FEES PAID TO APS FOR ANY INDEMNIFICATION CLAIMSERVICES UNDER THIS AGREEMENT (OR IF THE CLAIM ARISES FROM AN ADDENDUM TO THIS AGREEMENT, WHETHER CONTRACTUALUNDER THE 8 of 10 AP Services, EQUITABLE OR OTHER, REGARDLESS OF WHETHER LLCGeneral Terms and Conditions APPLICABLE ADDENDUM) (THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTED“LIABILITY CAP”). Except to The Liability Cap is the extent otherwise required or provided in this Agreement or by Applicable Law, our total limit of the APS Parties’ aggregate liability for any and all claims or demands by anyone pursuant to you for all Losses incurred in connection with any single claim shall not exceed the amount equal to the monthly billing to you for the Service over the six (6) month period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurred. You agree and acknowledge that the limitations of liability set forth in this section and the indemnification obligations set forth below, as well as elsewhere in this Agreement, represent a bargained for allocation of risk and liabilityincluding liability to the Company, to any other parties hereto, and to any others making claims relating to the parties agree work performed by APS pursuant to respect such allocation of risk and liability. You acknowledge and agree that we would not enter into this Agreement without the limitations of liability and indemnification obligations set forth in this Agreement. The limitations Any such claimants shall allocate any amounts payable by the APS Parties among themselves as appropriate, but if they cannot agree on the allocation it will not affect the enforceability of liability contained in the Liability Cap. Under no circumstances shall the aggregate of all such allocations or other claims against the APS Parties pursuant to this Agreement shall survive exceed the termination of this AgreementLiability Cap.

Limitation of Liability. Except as otherwise provided Buyer's exclusive remedy against Seller and for any breach of or default under Applicable Law this contract (including any breach of warranty), any act or omission of Seller (including its negligence), or any defect in this Agreementany goods ordered or delivered hereunder (including under strict liability in tort) shall be, our at the Seller's option, (a) the repair or replacement of goods with respect to which claims are made, or if IEP Technologies, LLC performs installation, repair of any installation with respect to which claims are made, or (b) the refund of the purchase price for such goods, less a reasonable charge for any actual use thereof which has been made by the Buyer. To the extent permitted by law, the aggregate liability to you of Seller hereunder whether in connection with the Service contract, tort (including negligence) or otherwise, will be limited to the actual Losses sustained by youcontract value, and only to provided however the extent such losses are a direct result foregoing limitation does not limit the liability of our gross negligence, willful misconductSeller for any injury to, or bad faithdeath of a person, caused by the gross negligence of Seller. IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, INDIRECT, OR PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF YOU ADVISE US OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE SERVICE INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES, LOST EARNINGS OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS, OR FOR ANY INDEMNIFICATION CLAIM, WHETHER CONTRACTUAL, EQUITABLE OR OTHER, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTED. Except to All claims by Buyer against Seller must be made in writing within the extent otherwise required or provided in this Agreement or by Applicable Law, our aggregate liability to you following time periods: (i) all claims for all Losses incurred in connection with any single claim shall not exceed breach of the amount equal to the monthly billing to you for the Service over the six (6) month period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurred. You agree and acknowledge that the limitations of liability warranty set forth in this section Items 1(a) and 1(b) above must be made in writing within 30 days after the indemnification obligations alleged defect becomes or should have become apparent to the Buyer and prior to the expiration of the applicable warranty period; (ii) all claims for shortages must be made in writing within 10 days after receipt of the goods in respect of which any such shortage is claimed, and should be accompanied by Xxxxxx's packing slip or photo static copy thereof; and (iii) all other claims must be made within 30 days of receipt by Xxxxx of the goods delivered hereunder. All claims will be deemed waived by the Buyer unless made within the periods set forth belowherein. If the Seller so requests, as well as elsewhere the Buyer must either permit Seller to inspect the goods, or if the goods have not been installed, return to the Seller any goods with respect to which any claims are made (free and clear of all encumbrances) in this Agreement, represent a bargained accordance with the Seller's shipping instructions and with shipping charges prepaid; provided that Seller will reimburse Buyer for allocation reasonable shipping charges actually incurred by Buyer at the request of risk and liability, and Seller if it is found that any such returned goods failed to comply with the parties agree to respect such allocation of risk and liability. You acknowledge and agree that we would not enter into this Agreement without the limitations of liability and indemnification obligations warranty set forth in this AgreementItems 1 (a) and 1(b) above. The limitations Under no circumstances shall either party be liable for special, indirect, or consequential damages of liability contained any kind including, but not limited to, loss of profits, loss of good will, loss of business opportunity, additional financing costs or loss of use of any equipment or property, whether in this Agreement shall survive contract, tort (including negligence), warranty or otherwise, notwithstanding any indemnity or other provision to the termination of this Agreementcontrary.

Limitation of Liability. Except as otherwise provided under Applicable Law or in this Agreement, our liability The Bank shall not be liable to you for any damages or losses that you may suffer or incur in connection with the Service Service, including, without limitation, any failure to provide, or delay in providing, access to the Service, except: a) as specifically stated in this Agreement; or b) to the extent such damages or losses are solely and proximately caused by our gross negligence or willful misconduct. Without limiting the foregoing, we shall not be liable to you for any of the following: a) any damages, losses, costs or other consequences caused by our actions that are based on information or instructions you provide; b) any unauthorized actions initiated or caused by you or your employees, agents or representatives; c) any refusal of a payor financial institution to pay a Check for any reason (other than that caused by our gross negligence or willful misconduct), including without limitation, that the Check was unauthorized, counterfeit, altered, or had a forged signature; d) your or any other parties’ inability to transmit or receive data; e) if you do not comply with your representations or warranties in this Agreement. Our liability for errors or omissions with respect to the data transmitted or printed by us in connection with this Agreement will be limited to correcting the actual Losses sustained by youerrors or omissions. Correction will be limited to reprocessing, and only reprinting and/or representing the Checks to the extent such losses are a direct result of our gross negligence, willful misconduct, or bad faith. IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, INDIRECT, OR PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF YOU ADVISE US OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE SERVICE INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES, LOST EARNINGS OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS, OR FOR ANY INDEMNIFICATION CLAIM, WHETHER CONTRACTUAL, EQUITABLE OR OTHER, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTED. Except to the extent otherwise required or provided in this Agreement or by Applicable Law, our aggregate liability to you for all Losses incurred in connection with any single claim shall not exceed the amount equal to the monthly billing to you for the Service over the six (6) month period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurred. You agree and acknowledge that the limitations of liability set forth in this section and the indemnification obligations set forth below, as well as elsewhere in this Agreement, represent a bargained for allocation of risk and liability, and the parties agree to respect such allocation of risk and liability. You acknowledge and agree that we would not enter into this Agreement without the limitations of liability and indemnification obligations set forth in this Agreementpayor financial institution. The limitations of liability contained and remedies in this Agreement shall survive the termination of Section are in addition to, and not in lieu of, other limitations or remedies contained elsewhere in this Agreement. NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT OR ANY BANK ACCOUNT AGREEMENT OR ACCOUNT DISCLOSURES TO THE CONTRARY, YOU AGREE THAT IN NO EVENT WILL THE BANK OR ANY THIRD PARTY SERVICE PROVIDER BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OR LOSSES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER LOSSES INCURRED BY YOU OR ANY THIRD PARTY ARISING FROM OR RELATED TO THE USE, INABILITY TO USE, OR THE TERMINATION OF THE USE OF THE SERVICE, REGARDLESS OF THE FORM OF ACTION OR CLAIM (WHETHER CONTRACT,TORT, STRICT LIABILITY OR OTHERWISE),EVEN IF WE OR ANY THIRD PARTY SERVICE PROVIDER HAVE BEEN INFORMED OF THE POSSIBILITY THEREOF, EXCEPT AS OTHERWISE PROVIDED BY LAW. YOU ACKNOWLEDGE THAT, IN PROVIDING THE SERVICE, THE BANK MAY UTILIZE AND RELY UPON CERTAIN THIRD PARTY SERVICE PROVIDERS TO PROVIDE SERVICES TO THE BANK. YOU FURTHER ACKNOWLEDGE AND AGREE THAT YOUR RIGHTS UNDER THIS AGREEMENT SHALL BE SOLELY AND EXCLUSIVELY AGAINST THE BANK, AND YOU SHALL HAVE NO RIGHT OR RECOURSE AGAINST ANY THIRD PARTY SERVICE PROVIDER HEREUNDER WHATSOEVER, AND YOU HEREBY WAIVE ANY AND ALL SUCH RIGHTS OR RECOURSE, DIRECTLY OR INDIRECTLY, AGAINST ANY THIRD PARTY SERVICE PROVIDER.

Limitation of Liability. Except as otherwise provided under Applicable Law or in this AgreementTo the fullest extent permitted by applicable Laws, our each party’s total liability to you in connection with the Service will be limited other party pursuant to the actual Losses sustained by you, and only to the extent such losses are a direct result of our gross negligence, willful misconduct, or bad faith. IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, INDIRECT, OR PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF YOU ADVISE US OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE SERVICE INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES, LOST EARNINGS OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS, OR FOR ANY INDEMNIFICATION CLAIM, WHETHER CONTRACTUAL, EQUITABLE OR OTHER, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTED. Except to the extent otherwise required or provided in this Agreement or by Applicable Law, our aggregate liability to you for all Losses incurred in connection with any single claim (“Limitation of Liability”) shall not exceed three (3) times the amount equal fees paid by Client and collected by AccuSource pursuant to this Agreement within the monthly billing to you for the Service over the six twelve (612) month period immediately preceding the date on which the damage or injury event(s) giving rise to such claim is alleged the claim. AccuSource’s liability shall be further limited to have occurred. You agree and acknowledge the extent that any Applicant conduct giving rise to the limitations of liability set forth in this section and the indemnification obligations set forth below, as well as elsewhere in this Agreement, represent a bargained for allocation of risk and liabilityclaim, and the parties agree damages sustained thereby, are reasonably of the same class as the Screening Report record(s) at issue (e.g., should AccuSource fail to respect accurately report an Applicant’s motor vehicle record containing a moving violation, and if the Applicant is subsequently terminated by Client for poor performance in a non-driving capacity, such allocation of risk and liability. You acknowledge and agree that we performance would not enter into this Agreement without be conduct of the limitations of same class as the moving violation). With respect to AccuSource’s liability relating to any Applicant claim alleging inaccurate or incomplete Screening Report information, Client shall, prior to having taken any action adverse to the Applicant based on the inaccurate or incomplete Screening Report information, have provided AccuSource a reasonable opportunity to reinvestigate the disputed information in accordance with AccuSource’s FCRA-imposed reinvestigation obligations and indemnification obligations set forth in this Agreementdeadlines, and Client shall indemnify AccuSource for failure to do so. The limitations of liability contained in this Agreement IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOST REVENUE, LOST PROFITS, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY, BREACH OF WARRANTY, OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THE FEES SET FORTH IN THIS AGREEMENT ARE BASED IN PART ON THE LIMITATIONS OF LIABILITY IN THIS SECTION 11. AccuSource and Client shall survive the termination of each use good faith reasonable efforts to mitigate any potential damages or other adverse consequences arising from or related to this Agreement.

Limitation of Liability. Except as otherwise provided If Purchaser becomes aware after Closing of any breach and/or violation of any of Seller’s Representations or of any other matter for which Seller would or could become liable to Purchaser, whether hereunder or under Applicable Law any Closing Document, and Purchaser timely commences any action(s) to enforce any alleged breach and/or violation of any of Seller’s Representations or to enforce any other claims for liability against Seller and, notwithstanding any provision to the contrary contained herein or in this Agreement, our liability to you any document executed by Seller pursuant hereto or in connection with herewith, in no event shall Seller be liable for any special, consequential, speculative, punitive or similar damages, nor shall Seller’s liability in any such event or events exceed in the Service aggregate $353,000.00 (“Seller’s Maximum Liability”) and no claim by Purchaser may be made and Seller shall not be liable for any judgment in any action based upon any such claim unless and until Purchaser’s claims are for an aggregate amount in excess of $50,000.00, in which event Seller’s liability respecting any final judgment concerning such claim(s) shall be for the entire amount thereof, subject to Seller’s Maximum Liability. The amount of Seller’s Maximum Liability shall be inclusive of attorneys’ fees, expenses and disbursements and ancillary court and experts’ costs and fees. Seller agrees that, during the Survival Period, Seller will be limited not make any distribution, dividend or other payment to the actual Losses sustained by you, and only Seller’s equity owners to the extent such losses are that, as a direct result of our gross negligencethereof, willful misconductthe unencumbered capital available to Seller to satisfy any claim under this agreement would be less than Seller’s Maximum Liability. Seller also acknowledges that Seller’s obligations with respect to any covenant, indemnity, representation or bad faith. IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, INDIRECT, OR PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF YOU ADVISE US OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE SERVICE INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES, LOST EARNINGS OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS, OR FOR ANY INDEMNIFICATION CLAIM, WHETHER CONTRACTUAL, EQUITABLE OR OTHER, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTED. Except to the extent otherwise required or provided in warranty under this Agreement or by Applicable Lawwhich expressly survives the Closing shall be considered a “liability” for purposes of any distribution limitation imposed under the organizational laws (e.g., our aggregate liability Sections 18-607(b) and 18-804(c) of the Delaware Limited Liability Company Act and Sections 17-607(b) and 17-804(c) of the Delaware Limited Partnership Act) applicable to you for Seller; provided however, that all Losses incurred in connection with any single claim of Seller’s liabilities hereunder shall not exceed the amount equal be subject to the monthly billing to you for the Service over the six (6) month period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurred. You agree and acknowledge that all of the limitations of on liability set forth in this section Agreement, including this Section 15.16. Notwithstanding anything to the contrary set forth herein, the limitation as to Seller’s liability in this Section 15.16 does not apply to Seller’s liability with respect to prorations and adjustments under Article XI or to claims under Section 15.4. The provisions of this Section 15.16 shall survive Closing and the indemnification obligations set forth below, as well as elsewhere in this Agreement, represent a bargained for allocation delivery of risk the Deed and liability, and shall not be deemed merged into the parties agree to respect such allocation Deed or any instrument of risk and liability. You acknowledge and agree that we would not enter into this Agreement without the limitations of liability and indemnification obligations set forth in this Agreement. The limitations of liability contained in this Agreement shall survive the termination of this Agreementconveyance delivered at Closing.

Limitation of Liability. Except as otherwise provided under Applicable Law GSK has no knowledge or awareness of or control over the manner in this Agreementwhich ViaCell intends to use the Products. GSK shall not be liable to ViaCell for any losses, our damages, costs or expenses of any nature incurred or suffered by ViaCell or by a Third Party, arising out of any dispute or other claims or proceedings made by or brought against ViaCell, (including, without limitation, product liability to you claims and claims by a Third Party alleging infringement of its intellectual property rights by the use or sale of any Product or use of License Patent Rights or Licensed Technology), nor shall GSK be responsible in connection any way for dealing with the Service will be limited to the actual Losses sustained by youany such disputes, and only claims or proceedings, except to the extent that any such losses are dispute, claim or proceeding arises from (a) a direct result material breach by GSK of our gross negligence, willful misconductthis Agreement or of any warranty set forth in Section 9.1 hereof, or bad faith(b) any gross negligence or willful misconduct by GSK. EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 9.1, GSK MAKES NO EVENT REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR THAT THE USE OF THE LICENSED PATENT RIGHTS, LICENSED TECHNOLOGY OR LICENSED COMPOUNDS WILL WE NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY. EXCEPT AS OTHERWISE PROVIDED HEREIN, GSK SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, INDIRECT, OR PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF YOU ADVISE US USE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE SERVICE INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES, LOST EARNINGS OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS, LICENSED TECHNOLOGY BY VIACELL OR FOR ANY INDEMNIFICATION LOSS, CLAIM, WHETHER CONTRACTUALDAMAGE, EQUITABLE OR OTHERLIABILITY, REGARDLESS OF WHETHER ANY KIND OR NATURE, WHICH MAY ARISE FROM THE LIKELIHOOD OF SUCH CLAIMUSE, LOSS HANDLING OR DAMAGE WAS KNOWN BY US AND REGARDLESS STORAGE OF THE BASISLICENSED COMPOUNDS. NEITHER PARTY TO THIS AGREEMENT SHALL BE ENTITLED TO RECOVER FROM THE OTHER ANY SPECIAL, THEORY INCIDENTAL, CONSEQUENTIAL OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTED. Except to the extent otherwise required or provided in this Agreement or by Applicable LawPUNITIVE DAMAGES, our aggregate liability to you for all Losses incurred in connection with any single claim shall not exceed the amount equal to the monthly billing to you for the Service over the six (6) month period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurred. You agree and acknowledge that the limitations of liability set forth in this section and the indemnification obligations set forth below, as well as elsewhere in this Agreement, represent a bargained for allocation of risk and liability, and the parties agree to respect such allocation of risk and liability. You acknowledge and agree that we would not enter into this Agreement without the limitations of liability and indemnification obligations set forth in this Agreement. The limitations of liability contained in this Agreement shall survive the termination of this AgreementINCLUDING ANY DAMAGES FOR LOST PROFITS.

Limitation of Liability. Except as otherwise provided under Applicable Law or in this AgreementNotwithstanding any other provision herein, our (i) Peoples Trust’s liability with respect to you in connection with the Service will be limited to the actual Losses sustained by you, and only to the extent such losses are a direct result of our gross negligence, willful misconduct, or bad faith. IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, INDIRECT, OR PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF YOU ADVISE US OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE SERVICE INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES, LOST EARNINGS OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS, OR FOR ANY INDEMNIFICATION CLAIM, WHETHER CONTRACTUAL, EQUITABLE OR OTHER, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTED. Except to the extent otherwise required or provided in this Agreement or by Applicable Law, our aggregate liability to you for all Losses incurred in connection with any single claim shall Card Transaction may not exceed the amount equal of the Sales Draft in connection with that Transaction less any applicable fees and charges and (ii) Peoples Trust’s aggregate liability shall not, under any circumstance, exceed the fees paid to Peoples Trust under Schedule A (net of interchange, assessments and all other Card Association and third party fees imposed on Peoples Trust) during the monthly billing to you for the Service over the six (6) twelve month period immediately preceding the date on event upon which such liability is based. Peoples Trust is not liable for any special, incidental, indirect, punitive or consequential damages whatsoever (whether any such claim alleges breach of contract, tort or any other theory of liability. Merchant waives all claims against Peoples Trust for any loss, claim, demand, penalty, action, delay, cost or expense (including reasonable legal fees) of any kind unless Xxxxxxxx provides written notice to Peoples Trust of the damage or injury giving occurrence that gave rise to the alleged liability within 30 days after Xxxxxxxx knew or should have known of the occurrence. Merchant will indemnify and hold Peoples Trust harmless from any claim relating to or arising out of (i) any Sales Draft or Credit Voucher presented to Peoples Trust as may be made by anyone by way of defense, dispute, offset, counterclaim or affirmative action (including but not limited to disputes concerning the quality, fitness or delivery of merchandise or the performance or quality of services) or (ii) damages or losses that Peoples Trust may incur as a result of (a) Merchant’s breach of the Merchant Agreement or (b) presentment by Merchant of acceptance or rejection by Peoples Trust of any Sales Draft or Credit Voucher, provided however that, with respect to clause (b), such claim is alleged to have occurredindemnification shall not apply in the event of Peoples Trust’s gross negligence. You agree Further, Merchant will reimburse Peoples Trust for all expenses and acknowledge that the limitations of liability set forth in this section and the indemnification obligations set forth belowcosts, as well as elsewhere in this Agreementincluding legal fees, represent a bargained for allocation of risk and liability, and the parties agree to respect such allocation of risk and liability. You acknowledge and agree that we would not enter into this Agreement without the limitations of liability and indemnification obligations set forth in this Agreement. The limitations of liability contained in this Agreement shall survive the termination of this Agreementwith regard thereto.

Limitation of Liability. Except as otherwise provided under Applicable Law or in this AgreementTO THE MAXIMUM EXTENT PERMITTED BY LAW, our liability to you in connection with the Service will be limited to the actual Losses sustained by you, and only to the extent such losses are a direct result of our gross negligence, willful misconduct, or bad faith. IN NO EVENT WILL WE ENTRUST BE LIABLE TO CUSTOMER FOR ANY CONSEQUENTIAL, EXEMPLARY, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITSLOSS OF ANY FUTURE REVENUE, INCOME OR PROFITS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, UNDER ANY THEORY OF LAW, EVEN IF YOU ADVISE US ENTRUST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSESDAMAGES. NOR TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE BE LIABLE ENTRUST’S AGGREGATE LIABILITY TO CUSTOMER FOR DAMAGES THAT YOU MAY SUFFER ARISING OUT OF OR INCUR IN CONNECTION WITH THIS AGREEMENT, UNDER ANY THEORY OF LAW, EXCEED THE SERVICE INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES, LOST EARNINGS OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS, OR SUM OF ALL PAYMENTS MADE TO ENTRUST BY CUSTOMER UNDER THIS AGREEMENT FOR ANY INDEMNIFICATION THE SPECIFIC DELIVERABLES THAT GIVE RISE TO THE CLAIM, WHETHER CONTRACTUAL, EQUITABLE OR OTHER, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTED. Except Intellectual Property Indemnity. Entrust will at its expense defend Customer from any action brought against Customer to the extent otherwise required it is based upon a claim that the Products, or provided any part thereof, infringes a patent, copyright, trade secret or other proprietary right in this Agreement the United States of any third party (“Claim”). Entrust will indemnify Customer for the damages finally awarded against Customer or settled by Applicable Lawagreement which are attributable to such Claim, our aggregate liability to you for all Losses incurred in connection together with any single claim shall not exceed the amount equal of Customer’s reasonable costs and expenses directly related to the monthly billing to you for defense against the Service over the six (6) month period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurredClaim. You agree and acknowledge that the limitations of liability set forth in this section and the indemnification obligations set forth below, as well as elsewhere in this Agreement, represent a bargained for allocation of risk and liability, and the parties agree to respect such allocation of risk and liability. You acknowledge and agree that we would not enter into this Agreement without the limitations of liability Entrust’s defense and indemnification obligations set forth are subject to and limited by the following: (i) that Customer promptly notifies Entrust in writing of any knowledge or notice Customer has concerning the Claim, or the possibility thereof; (ii) that Customer allows Entrust to assume immediately and undertake the sole control of the defense of any such action and all negotiations for its settlement (provided that no settlement that imposes any liability or obligation on Customer will be made without Customer’s prior written consent, which will not be unreasonably withheld); (iii) that Customer cooperates with Entrust’s reasonable requests for assistance in conducting such defense; and (iv) that Entrust has no obligation to reimburse Customer for any costs or expenses incurred by Customer following Entrust’s receipt of notification and its assumption of such defense except for reasonable costs incurred under (iii) above. Should the Products, or any part thereof, become or in Entrust’s opinion be likely to become the subject of a Claim, Customer must permit Entrust at Entrust’s sole option and expense: (a) to procure for Customer the right to continue using the Products; (b) to make available a modified or replacement product so that Customer’s Products become non-infringing; or (c) if Entrust determines that it is unable to perform either of alternatives (a) or (b) in a commercially reasonable manner, then at Entrust’s sole option to take possession of the allegedly infringing Products after giving Customer thirty (30) days prior written notice and to reimburse Customer for the purchase price of such Products depreciated over a 3-year period from the date of purchase on a straight line basis less any unpaid amount of such price. All costs of such repossession would be at Entrust’s sole expense. Entrust has no obligations or liability to Customer under any provisions of this AgreementSection with respect to any claim, judgment, or finding or patent, copyright, trade secret or other proprietary right infringement that is based upon: (v) the combination or utilization of the Products with equipment, software, supplies or devices not furnished or approved in writing by Entrust; (w) use of the Products in any manner that is inconsistent with the purpose for which they were designed or contrary to the explicit provisions in Entrust’s documentation or specifications therefor; (x) modification of the Products without Entrust’s explicit prior written approval or in any manner in accordance with designs, specifications or instructions provided by Customer; (y) Products that are not produced by Entrust; or (z) claims that result from the negligent or willful misconduct of Customer. The limitations foregoing states Entrust’s entire liability and Customer’s sole and exclusive remedy with respect to any infringement or misappropriation of liability contained in this Agreement shall survive the termination any intellectual property rights of this Agreementany other party.

Limitation of Liability. Except as Any claim by Buyer (i) that any goods or services do not conform to the agreed-specification or (ii) made otherwise provided under Applicable Law with respect to any goods or in this Agreement, our liability to you in connection with the Service services must be made promptly and will be deemed to be waived unless received, in writing, by Seller within thirty (30) days after the delivery of the goods or services. Buyer’s exclusive remedy and Seller’s exclusive liability for delivery of nonconforming goods or services or for breach of warranty is expressly limited to to, at Seller’s option, (i) replacement of the actual Losses sustained by younonconforming goods or services, and only or (ii) refund of the purchase price to the extent such losses are already paid. All nonconforming goods must be returned to Seller, or, at Seller’s discretion, disposed of by Xxxxx in a direct result of our gross negligence, willful misconduct, or bad faithmanner acceptable to Buyer and Seller. IN NO EVENT WILL WE SELLER SHALL NOT BE LIABLE FOR BUYER’S LOST PROFITS OR FOR ANY CONSEQUENTIAL, EXEMPLARY, INDIRECT, OR PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF YOU ADVISE US OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE SERVICE INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES, LOST EARNINGS OR PROFITS, LOSS OR DAMAGE DIRECTLY OR INDIRECTLY ARISING FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTSBUYER'S PURCHASE OR USE OF SUCH GOODS OR FOR ANY SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING THEREFROM. SELLER'S TOTAL LIABILITY TO BUYER FOR ANY BREACH OF THIS LIMITED WARRANTY, OR FOR ANY INDEMNIFICATION CLAIMCLAIM THAT THE GOODS DELIVERED UNDER THE AGREEMENT WERE/ARE DEFECTIVE OR NON-CONFORMING, WHETHER CONTRACTUALSHALL BE LIMITED TO THE INVOICE PRICE OF ANY GOODS SHOWN TO BE DEFECTIVE, EQUITABLE NON-CONFORMING, OR OTHER, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS IN VIOLATION OF THE BASISLIMITED WARRANTY PROVIDED HEREIN. Any action or claim against Seller under the Agreement shall be commenced within one (1) year after delivery of the respective Goods to Buyer or shall be deemed to be waived. Indemnification: Buyer shall be solely responsible for determining the adequacy of the Goods sold under the Agreement for any and all uses to which Buyer shall apply said Goods. Xxxxx agrees to hold Seller harmless from and against any and all claims, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTED. Except suits, loss, damage, or other liability arising out of connected with or in any way related to Buyer’s use of the extent otherwise required Goods and to indemnify Seller against any and all such claims, suits, loss, damage, or provided in this Agreement or by Applicable Lawother liability, our aggregate liability to you for all Losses incurred including reasonable attorneys’ fees, which may arise in connection with any single claim shall not exceed Buyer’s use of the amount equal to Goods covered by the monthly billing to you for the Service over the six (6) month period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurred. You agree and acknowledge that the limitations of liability set forth in this section and the indemnification obligations set forth below, as well as elsewhere in this Agreement, represent a bargained for allocation of risk and liability, and the parties agree to respect such allocation of risk and liability. You acknowledge and agree that we would not enter into this Agreement without the limitations of liability and indemnification obligations set forth in this Agreement. The limitations of liability contained in this Agreement shall survive the termination of this Agreement.

Limitation of Liability. Except as otherwise provided under Applicable Law In no event will HairGENICA, Lexicomp or in this Agreement, our liability Multum and their respective affiliates be liable to you or any other person for any direct, indirect, special, punitive, exemplary or consequential losses or damages of whatsoever kind arising out of your use of or access to (or inability to use or access) the Application, the content of the Application or any equipment furnished in connection therewith, including loss of profit or the like, whether or not in the contemplation of the parties, whether based on breach of contract, tort (including negligence), product liability or otherwise. Neither HairGENICA, Lexicomp nor Multum are liable to you for any damage or alteration to your equipment including but not limited to computer equipment, handheld device or mobile telephones as a result of the installation or use of the Application. To the extent permitted by law, GenieMD’s, Lexicomp's and Multum’s total maximum cumulative liability hereunder in connection with the Service will be these Terms, whether arising under contract or otherwise, are limited to the actual Losses sustained fees received by youHairGENICA under these Terms (if any), and only specifically relating to your use of the extent such losses are a direct result Application or product which is the subject of our gross negligencethe claim. YOU ASSUME ALL RISK FOR SELECTION AND USE OF THE APPLICATION AND CONTENT PROVIDED THEREON. NEITHER HairGENICA, willful misconductLEXICOMP NOR MULTUM SHALL BE RESPONSIBLE FOR ANY ERRORS, or bad faithMISSTATEMENTS, INACCURACIES OR OMISSIONS REGARDING CONTENT DELIVERED THROUGH THE APPLICATION OR ANY DELAYS IN OR INTERRUPTIONS OF SUCH DELIVERY. YOU ACKNOWLEDGE THAT HairGENICA, LEXICOMP AND/OR MULTUM: (I) HAS NO CONTROL OF OR RESPONSIBILITY FOR YOUR USE OF THE APPLICATION OR CONTENT PROVIDED THEREON; (II) HAS NO KNOWLEDGE OF THE SPECIFIC OR UNIQUE CIRCUMSTANCES UNDER WHICH THE APPLICATION OR CONTENT PROVIDED THEREON MAY BE USED BY YOU; (III) UNDERTAKES NO OBLIGATION TO SUPPLEMENT OR UPDATE CONTENT OF THE APPLICATION; AND (IV) HAS NO LIABILITY TO ANY PERSON FOR ANY DATA OR INFORMATION INPUT ON THE APPLICATION BY PERSONS OTHER THAN HairGENICA, LEXICOMP OR MULTUM RESPECTIVELY. TO THE GREATEST EXTENT PERMITTED BY LAW, HairGENICA, LEXICOMP, MULTUM AND THEIR RESPECTIVE AFFILIATES SHALL NOT BE LIABLE TO ANY PERSON (INCLUDING BUT NOT LIMITED TO YOU AND PERSONS TREATED BY OR ON BEHALF OF YOU) FOR, AND YOU AGREE TO INDEMNIFY AND HOLD HairGENICA, LEXICOMP AND MULTUM HARMLESS FROM ANY CLAIMS, LAWSUITS, PROCEEDINGS, COSTS, ATTORNEYS’ FEES, DAMAGES OR OTHER LOSSES (COLLECTIVELY, "LOSSES") ARISING OUT OF OR RELATING TO, (I) YOUR USE OF THE APPLICATION OR CONTENT PROVIDED THEREON OR ANY EQUIPMENT FURNISHED IN CONNECTION THEREWITH; AND (II) ANY DATA OR INFORMATION INPUT ON THE APPLICATION BY YOU, IN ALL CASES INCLUDING BUT NOT LIMITED TO LOSSES FOR TORT, PERSONAL INJURY, MEDICAL MALPRACTICE OR PRODUCT LIABILITY. IN NO EVENT WILL WE SHALL HairGENICA, LEXICOMP, MULTUM AND THEIR RESPECTIVE AFFILIATES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARYOR INDIRECT DAMAGES, INDIRECTINCLUDING DAMAGES FOR LOSS OF PROFITS, LOSS OF BUSINESS, OR PUNITIVE DAMAGES OR LOST PROFITSDOWN TIME, EVEN IF YOU ADVISE US LEXICOMP OR MULTUM HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSESAS BETWEEN YOU AND HairGENICA,LEXICOMP AND MULTUM, YOU HEREBY ASSUME FULL RESPONSIBILITY FOR ENSURING THE APPROPRIATENESS OF USING AND RELYING UPON THE INFORMATION IN VIEW OF ALL ATTENDANT CIRCUMSTANCES, INDICATIONS, AND CONTRAINDICATIONS. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE SERVICE INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES, LOST EARNINGS OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS, OR FOR ANY INDEMNIFICATION CLAIM, WHETHER CONTRACTUAL, EQUITABLE OR OTHER, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTED. Except Apple is not responsible for addressing any claims by you or any third party relating to the extent otherwise required Application or provided in this Agreement or by Applicable Law, our aggregate liability to you for all Losses incurred in connection with any single claim shall not exceed the amount equal to the monthly billing to you for the Service over the six (6) month period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurred. You agree and acknowledge that the limitations of liability set forth in this section and the indemnification obligations set forth below, as well as elsewhere in this Agreement, represent a bargained for allocation of risk and liability, and the parties agree to respect such allocation of risk and liability. You acknowledge and agree that we would not enter into this Agreement without the limitations of liability and indemnification obligations set forth in this Agreement. The limitations of liability contained in this Agreement shall survive the termination your possession and/or use of this AgreementApplication, including but not limited to: (a) product liability claims; (b) any claim the Application fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation.

Limitation of Liability. Except as otherwise provided under Applicable Law or Bank shall have no duty to perform services not enumerated in this AgreementSection 27, our liability to you in connection with the Service will and Bank's responsibility hereunder shall be limited to the actual Losses sustained exercise of ordinary care. This shall mean the same degree of care used by Bank in processing negotiable instruments and data and compiling reports for its own internal use. Failure to exercise ordinary care shall not be inferable by reason of loss of an Item, without in addition thereto a showing of negligence on the part of Bank. Establishment of and substantial compliance by Bank with the procedures set forth herein shall be deemed to constitute the exercise of ordinary care. You agree that neither intentional deviations by Bank made in response to a request by you, and only nor occasional unintentional deviations by Bank, from the procedures set forth herein shall be deemed a failure to exercise ordinary care. Bank shall not be liable to you for failure to perform under this Agreement if such failure is due to the extent occurrence of any event beyond the control of Bank, provided that Bank exercises reasonable diligence under the circumstances. Bank does not guarantee receipt or collection of Items within any specific time frame. You recognize that in the ordinary course of business, post-dated Items, Items payable to an unacceptable payee, or Items of ambiguous amounts may inadvertently be processed contrary to the provisions of this Agreement, although Bank will use its best efforts to process Items received through the lockbox in accordance with the provisions of Paragraph (d) above. Bank reserves the right to forward to you an Item received through the lockbox to you for inspection and instructions before such losses are Item is processed for deposit in the Account if, in the judgment of Bank, there is a direct question as to such Item. Bank shall not have any liability as a result of our gross negligence, willful misconduct, or bad faith. IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, INDIRECT, OR PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF YOU ADVISE US OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE SERVICE INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES, LOST EARNINGS OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS, OR FOR ANY INDEMNIFICATION CLAIM, WHETHER CONTRACTUAL, EQUITABLE OR OTHER, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTED. Except (i) inadvertently processing any Items contrary to the extent otherwise required or provided in provisions of this Agreement or by Applicable Lawother error in judgment, our aggregate liability made in good faith, (ii) failure to you for all Losses incurred perform, or to perform within the agreed time schedule, or properly or accurately perform any service whatsoever in connection with Item processing, including but not limited to data capture, data transmission, deposit transmission and other delivery of financial information, (iii) failure to provide any single claim shall not exceed the amount equal service in connection with this Agreement due to the monthly billing to you for communication line failure, equipment malfunction, power failure, strikes or lockouts, fire or other casualty, epidemic, riot, war, or civil commotion, windstorm, earthquake, flood or other act of God, delay in transportation, government regulations or interference or any event or cause beyond the Service over reasonable control of Bank, or (iv) the six (6) month period immediately preceding the date on which the loss, destruction, mutilation, damage or injury giving rise to such claim is alleged to have occurredtheft of any documents or Items resulting from any cause whatsoever, except the willful misconduct or fraudulent act of Bank or its employees. You agree and acknowledge that the limitations of liability set forth in this section and the indemnification obligations set forth below, as well as elsewhere in this Agreement, represent a bargained for allocation of risk and liability, and the parties agree to respect such allocation of risk and liability. You acknowledge and agree that we would not enter into this Agreement without the limitations of liability and indemnification obligations set forth in this Agreement. The limitations of liability contained in this Agreement This paragraph shall survive the termination of this Agreementthe Lockbox Service.

Limitation of Liability. Except as otherwise provided (a) Neither party shall be liable to the other for any failure or delay in the performance of its obligations under Applicable Law this Agreement if such failure or delay arises out of a cause beyond the reasonable control of such party. Such causes may include, without limitation, acts of God, a public enemy, civil or military authority, fires or other catastrophes, strikes, delays in transportation, riots or war. Failure to comply with the terms of this Agreement or the Installation Guidelines may result in serious damage to Customer's Equipment, Software and Facilities. CIS shall have no liability for damage resulting from Customer's failure to comply with the terms of this Agreement, our any Installation Guidelines or any other instructions provided by CIS to Customer. Should the Software be made the subject of any claim alleging infringement of any patent, copyright, trade secret, trademark or other intellectual property rights of any third person, CIS's sole liability shall be, at its option, to you procure the right to use the Software free of such liability or to replace or modify the Software to make it non-infringing while maintaining equivalent functionality. No person providing data or programs in connection with the Service will Software shall be limited deemed thereby to be engaging in the actual Losses sustained by youpractice of medicine or dispensing medical services. IN THE EVENT OF DELAYS, and only to the extent such losses are a direct result of our gross negligenceERRORS OR OMISSIONS IN PROCESSING OR IN PROVIDING OR FAILING TO PROVIDE ANY OTHER SERVICES PROVIDED BY CIS HEREUNDER, willful misconductCIS SHALL USE ITS REASONABLE BEST EFFORTS TO CORRECT SUCH ERRORS OR OMISSIONS, or bad faithTO MAKE SUCH SERVICES AVAILABLE AND/OR RESUME PERFORMING SUCH SERVICES AS PROMPTLY AS REASONABLY PRACTICABLE AND AT NO ADDITIONAL CHARGE, PROVIDED THAT NOTICE OF SUCH ERROR OR OMISSION IS GIVEN WITHIN SEVENTY TWO (72) HOURS AFTER PRODUCTION OF ANY REPORT. OTHERWISE, CIS SHALL HAVE NO OTHER OBLIGATIONS OR LIABILITY FOR SUCH ERRORS, DELAYS OR OMISSIONS. IN NO EVENT WILL WE SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIALINDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INDIRECTINCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE PERFORMANCE OR BREACH OF THIS AGREEMENT, OR PUNITIVE DAMAGES OR INCLUDING, WITHOUT LIMITATION, LOST PROFITS, EVEN IF YOU ADVISE US LOSS OF DATA OR BUSINESS INTERRUPTION. FURTHERMORE, EACH PARTY'S LIABILITY TO THE POSSIBILITY OF SUCH OTHER FOR ANY OTHER DAMAGES CAUSED BY OR LOSSES. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE SERVICE INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES, LOST EARNINGS OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS, THE PERFORMANCE OR FOR ANY INDEMNIFICATION CLAIMBREACH OF THIS AGREEMENT, WHETHER CONTRACTUALIN TORT, EQUITABLE CONTRACT OR OTHEROTHERWISE, REGARDLESS OF WHETHER SHALL BE LIMITED IN EACH CASE TO $50,000 PER FACILITY AND $100,000 IN THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTED. Except to the extent otherwise required or provided in this Agreement or by Applicable Law, our aggregate liability to you for all Losses incurred in connection with any single claim shall not exceed the amount equal to the monthly billing to you for the Service over the six (6) month period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurred. You agree and acknowledge that the limitations of liability set forth in this section and the indemnification obligations set forth below, as well as elsewhere in this Agreement, represent a bargained for allocation of risk and liability, and the parties agree to respect such allocation of risk and liability. You acknowledge and agree that we would not enter into this Agreement without the limitations of liability and indemnification obligations set forth in this Agreement. The limitations of liability contained in this Agreement shall survive the termination of this AgreementAGGREGATE.

Limitation of Liability. Except In the event that the Secured Party, the Customer or Xxxxx Fargo suffers or incurs any Losses and Liabilities as otherwise provided under Applicable Law a result of, or in connection with, its or any other party's performance or failure to perform its obligations under this Agreement, our the affected parties shall negotiate in good faith in an effort to reach a mutually satisfactory allocation of such Losses and Liabilities, it being understood that Xxxxx Fargo will not be responsible for any Losses and Liabilities due to any cause other than its own negligence or breach of this Agreement, in which case its liability to you in connection Secured Party and Customer shall, except with the Service will respect to Xxxxx Fargo's own negligence or breach of this Agreement with respect to its obligations to Secured Party under Sections 6 and 7 of this Agreement, be limited to direct money damages in an amount not to exceed ten (10) times all the actual Xxxxx Fargo Fees charged or incurred during the calendar month immediately preceding the calendar month in which such Losses sustained and Liabilities occurred (or, if no Xxxxx Fargo Fees were charged or incurred in the preceding month, the Xxxxx Fargo Fees charged or incurred in the month in which the Losses and Liabilities occurred). Customer will indemnify Xxxxx Fargo against any Losses and Liabilities suffered or incurred by you, and only Xxxxx Fargo as a result of third party claims to the extent such losses Losses and Liabilities exceed the liability limitation specified in the preceding sentence. The limitation of Xxxxx Fargo's liability and the indemnification by Customer set forth above shall not be applicable to the extent any Losses and Liabilities of any party to this Agreement are a direct result of our directly caused by Xxxxx Fargo's gross negligence, negligence or willful misconduct, or bad faith. IN NO EVENT WILL WE XXXX XXXXX FARGO BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, EXEMPLARYINCIDENTAL, INDIRECT, INDIRECT OR PUNITIVE DAMAGES DAMAGES, WHETHER ANY CLAIM IS BASED ON CONTRACT OR LOST PROFITSTORT, EVEN IF YOU ADVISE US OF WHETHER THE POSSIBILITY LIKELIHOOD OF SUCH DAMAGES WAS KNOWN TO XXXXX FARGO AND REGARDLESS OF THE FORM OF THE CLAIM OR LOSSES. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE SERVICE INCLUDINGACTION, INCLUD­ING, BUT NOT LIMITED TO, ATTORNEYS’ FEESANY CLAIM OR ACTION ALLEGING GROSS NEGLIGENCE, LOST EARNINGS WILL­FUL MISCONDUCT, FAILURE TO EXERCISE REASONABLE CARE OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS, OR FOR ANY INDEMNIFICATION CLAIM, WHETHER CONTRACTUAL, EQUITABLE OR OTHER, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTEDFAILURE TO ACT IN GOOD FAITH. Except Any action against Xxxxx Fargo by Customer or Secured Party under or related to the extent otherwise required or provided in this Agreement or by Applicable Law, our aggregate liability to you for all Losses incurred in connection with any single claim shall not exceed must be brought within two years after the amount equal to the monthly billing to you for the Service over the six (6) month period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurred. You agree and acknowledge that the limitations cause of liability set forth in this section and the indemnification obligations set forth below, as well as elsewhere in this Agreement, represent a bargained for allocation of risk and liability, and the parties agree to respect such allocation of risk and liability. You acknowledge and agree that we would not enter into this Agreement without the limitations of liability and indemnification obligations set forth in this Agreement. The limitations of liability contained in this Agreement shall survive the termination of this Agreementaction accrues.

Limitation of Liability. Except as otherwise provided under Applicable Law or in this Agreement, our Seller’s liability to you Buyer or anyone claiming through or on behalf of Buyer, with respect to any claim or loss arising out of this transaction or alleged to have resulted from an act or omission of Seller, whether negligent or otherwise, and whether in connection with the Service will tort, contract, or otherwise, including failure to deliver, delay in delivery, or breach of warranty, shall be limited to the actual Losses sustained by you, and only an amount equal to the extent purchase price of the Goods with respect to which such losses are a direct result liability is claimed or, where appropriate and at the option of our gross negligenceSeller, willful misconductto replacement of the Goods thereof. In no case will Seller be liable for any bodily injury, death, or bad faithproperty damage resulting from or in any way arising out of the Goods or their sale, use, or manufacture. IN NO EVENT WILL WE SHALL SELLER BE LIABLE FOR ANY CONSEQUENTIALDIRECT, EXEMPLARYINCIDENTAL, INDIRECTSPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOSSES, OR PUNITIVE DAMAGES EXPENSES WHATSOEVER ARISING OUT OF OR LOST PROFITSRELATING TO THIS TRANSACTION. EXCEPT AS SPECIFICALLY PROVIDED HEREIN, EVEN IF YOU ADVISE US BUYER ASSUMES ALL RISKS AND LIABILITIES ARISING FROM THE HANDLING, STORAGE, SALE, DELIVERY, INSTALLATION, REPAIR AND USE OF THE POSSIBILITY OF SUCH GOODS, AND BUYER SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS SELLER AND ITS AFFILIATES FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, LIABILITIES, DAMAGES OR LOSSES. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE SERVICE INCLUDINGAND EXPENSES, BUT NOT LIMITED TO, INCLUDING WITHOUT LIMITATION ATTORNEYS’ ' FEES, LOST EARNINGS ARISING FROM OR PROFITSRELATING THERETO, INCLUDING WITHOUT LIMITATION ALL CLAIMS WITH RESPECT TO PERSONAL INJURY, DISEASE OR DEATH, DAMAGE TO OR LOSS OF PROPERTY OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS, THE ENVIRONMENT OR FOR ANY INDEMNIFICATION CLAIM, WHETHER CONTRACTUAL, EQUITABLE VIOLATION OF APPLICABLE LAWS OR OTHER, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTED. Except to the extent otherwise required or provided in this Agreement or by Applicable Law, our aggregate liability to you for all Losses incurred in connection with any single claim shall not exceed the amount equal to the monthly billing to you for the Service over the six (6) month period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurred. You agree and acknowledge that the limitations of liability set forth in this section and the indemnification obligations set forth below, as well as elsewhere in this Agreement, represent a bargained for allocation of risk and liability, and the parties agree to respect such allocation of risk and liability. You acknowledge and agree that we would not enter into this Agreement without the limitations of liability and indemnification obligations set forth in this Agreement. The limitations of liability contained in this Agreement shall survive the termination of this AgreementREGULATIONS.

Limitation of Liability. Except as otherwise provided under Applicable Law or in this Agreement, our liability to you in connection with the Service will be limited to the actual Losses sustained by you, and only to the extent such losses are a direct result of our gross negligence, willful misconduct, or bad faith. IN NO EVENT WILL WE BE LIABLE NEITHER PARTY SHALL HAVE LIABILITY WITH RESPECT TO OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR ANY CONSEQUENTIAL, EXEMPLARY, INDIRECTSPECIAL, INCIDENTAL OR PUNITIVE DAMAGES OR LOST PROFITSDAMAGES, EVEN IF YOU ADVISE US THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSESDAMAGES. NOR WILL WE BE LIABLE EXCEPT FOR DAMAGES THAT YOU MAY SUFFER OR INCUR CLIENT'S INDEMNIFICATION OBLIGATIONS UNDER [****], CLIENT'S AGGREGATE LIABILITY FOR ANY REASON AND UPON ANY CAUSE OF ACTION IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO [****]. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE SERVICE INCLUDINGAGGREGATE, BUT NOT LIMITED TOINCLUDING WITHOUT LIMITATION, ATTORNEYS’ FEESBREACH OF CONTRACT, LOST EARNINGS BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS AND OTHER TORTS. EXCEPT FOR FRY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION [****] AND BREACHES OF SECTION [****] OR PROFITSANY OTHER INTELLECTUAL **** Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment under Rule 406 of the Securities Act of 1933, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTSas amended. PROPERTY PROVISIONS OF THIS AGREEMENT, OR FRY'S AGGREGATE LIABILITY FOR ANY INDEMNIFICATION CLAIMREASON AND UPON ANY CAUSE OF ACTION IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO [****]. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, WHETHER CONTRACTUALINCLUDING WITHOUT LIMITATION, EQUITABLE OR OTHERBREACH OF CONTRACT, REGARDLESS BREACH OF WHETHER THE LIKELIHOOD OF SUCH CLAIMWARRANTY, LOSS OR DAMAGE WAS KNOWN BY US NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTEDOTHER TORTS. Except to The parties agree that all of the extent otherwise required or provided limitations and exclusions of liability and disclaimers specified in this Agreement or by Applicable Law, our aggregate liability to you for all Losses incurred in connection with any single claim shall not exceed the amount equal to the monthly billing to you for the Service over the six (6) month period immediately preceding the date on which the damage or injury giving rise to such claim is alleged will survive and apply even if found to have occurred. You agree and acknowledge that the limitations failed of liability set forth in this section and the indemnification obligations set forth below, as well as elsewhere in this Agreement, represent a bargained for allocation of risk and liability, and the parties agree to respect such allocation of risk and liability. You acknowledge and agree that we would not enter into this Agreement without the limitations of liability and indemnification obligations set forth in this Agreement. The limitations of liability contained in this Agreement shall survive the termination of this Agreementtheir essential purpose.

Limitation of Liability. Except as otherwise provided We shall in no event be liable for any failure to perform or delay in performance under Applicable Law this Agreement unless we failed to act in good faith. Without limiting the generality of the foregoing, we shall not be liable for any loss or damage resulting from any failure to perform or any delay in this Agreementperformance caused by any circumstance beyond our reasonable control, our liability to you in connection with the Service will be limited to the actual Losses sustained by youincluding without limitation, and only to the extent such losses are a direct result acts of our gross negligencecivil, willful misconductmilitary, or bad faithbanking authorities, national emergencies, labor difficulties, fire, flood, or other catastrophes, acts of God, insurrection, war, riots, failure of transportation, failure of vendors, communication or power supply, or malfunction of or unavoidable difficulties with equipment, software or other technology used to provide the Services. OUR LIABILITY SHALL IN NO EVENT WILL EXCEED THE LESSER OF YOUR ACTUAL DAMAGES OR THE FEES AND OTHER CHARGES PAID BY YOU TO US DURING THE ONE (1) MONTH PERIOD IMMEDIATELY PRIOR TO THE OCCURRENCE WHICH GIVES RISE TO THE CLAIM. WE BE LIABLE SHALL HAVE NO LIABILITY UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY LOST PROFITS, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, INDIRECTPUNITIVE, INCIDENTAL OR PUNITIVE DAMAGES OR LOST PROFITSANY OTHER SIMILAR DAMAGES, EVEN IF YOU ADVISE US SUCH DAMAGES WERE FORESEEABLE OR WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSESDAMAGES. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE SERVICE INCLUDINGThe foregoing is subject to any applicable provisions of the Uniform Commercial Code of the state specified in Section 18 below (“UCC”); and, BUT NOT LIMITED TOin the event we fail to exercise ordinary care or fail to act in good faith, ATTORNEYS’ FEES, LOST EARNINGS OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS, OR FOR ANY INDEMNIFICATION CLAIM, WHETHER CONTRACTUAL, EQUITABLE OR OTHER, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTED. Except to the extent otherwise required or provided in this Agreement or by Applicable Law, our aggregate liability to you for all Losses incurred in connection with any single claim foregoing shall not exceed limit the damages which we are expressly required to pay under the applicable provisions of the UCC, if the UCC does not permit the parties to limit the amount equal to of damages in the monthly billing to you for the Service over the six (6) month period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurred. You agree and acknowledge that the limitations of liability manner set forth in this section and the indemnification obligations set forth below, as well as elsewhere in this Agreement, represent a bargained for allocation of risk and liability, and the parties agree to respect such allocation of risk and liability. You acknowledge and agree that we would not enter into this Agreement without the limitations of liability and indemnification obligations set forth in this Agreement. The limitations of liability contained in this Agreement shall survive the termination of this Agreementabove.

Limitation of Liability. Except as otherwise provided under Applicable Law or in this Agreement, our First Nebraska Bank’s liability to you is explained in connection with any agreements, notices, and disclosures that the Service will be limited Bank separately provides to you from time to time regarding your Eligible Accounts and Online Banking Services. This section explains the Bank’s liability to you only to the actual Losses sustained extent that the Bank’s liability has not been separately disclosed to you by youany of these agreements, and notices, or disclosures. You agree that under no circumstances will First Nebraska Bank have any liability to you for failing to provide you or your authorized representative access to your Eligible Accounts through the Online Banking Service or for failing to process in a timely fashion a transfer instruction submitted by you or your authorized representative through the Online Banking Service. You agree that the Bank will only be liable for material losses incurred by you to the extent such losses are a direct directly result of from our gross negligence, willful misconduct, negligence or bad faithintentional misconduct in performing the Online Banking Services. IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, INDIRECT, OR PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF YOU ADVISE US OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE SERVICE INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES, LOST EARNINGS OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS, OR FOR ANY INDEMNIFICATION CLAIM, WHETHER CONTRACTUAL, EQUITABLE OR OTHER, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTEDYou agree that First Nebraska Bank is not liable for any electronic virus that you may encounter while using the Online Banking Service. Except to the extent otherwise required or as specifically provided in this Agreement or by Applicable Lawlaw, our aggregate liability to you for all Losses incurred in connection with any single claim shall not exceed the amount equal to the monthly billing to you for the Service over the six (6) month period immediately preceding the date on which the damage rule, or injury giving rise to such claim is alleged to have occurred. You agree and acknowledge that the limitations of liability set forth in this section and the indemnification obligations set forth belowregulation, as well as elsewhere in this AgreementNEITHER WE NOR OUR SERVICE PROVIDERS OR OTHER AGENTS WILL BE LIABLE FOR ANY LOSS OR LIABILITY RESULTING IN WHOLE OR IN PART FROM ANY ACT OR FAILURE TO ACT OF YOUR EQUIPMENT OR SOFTWARE, represent a bargained for allocation of risk and liabilityOR THAT OF AN INTERNET BROWSER PROVIDER, and the parties agree to respect such allocation of risk and liability. You acknowledge and agree that we would not enter into this Agreement without the limitations of liability and indemnification obligations set forth in this Agreement. The limitations of liability contained in this Agreement shall survive the termination of this AgreementOR BY AN INTERNET ACCESS PROVIDER, BY AN ONLINE SERVICE PROVIDER OR BY AN AGENT OR SUBCONTRACTOR FOR ANY OF THEM, NOR WILL WE OR OUR SERVICE PROVIDERS OR OTHER AGENTS BE RESPONSIBLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL ECONOMIC OR OTHER DAMAGES ARISING IN ANY WAY OUT OF YOUR ACCESS TO OR USE OF, OR FAILURE TO OBTAIN ACCESS TO FIRST NEBRASKA BANK’S ONLINE BANKING SERVICE.

Limitation of Liability. Except as otherwise provided under Applicable Law or in this AgreementNotwithstanding any other provision herein, our (i) Peoples Trust’s liability with respect to you in connection with the Service will be limited to the actual Losses sustained by you, and only to the extent such losses are a direct result of our gross negligence, willful misconduct, or bad faith. IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, INDIRECT, OR PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF YOU ADVISE US OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE SERVICE INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES, LOST EARNINGS OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS, OR FOR ANY INDEMNIFICATION CLAIM, WHETHER CONTRACTUAL, EQUITABLE OR OTHER, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTED. Except to the extent otherwise required or provided in this Agreement or by Applicable Law, our aggregate liability to you for all Losses incurred in connection with any single claim shall Card Transaction may not exceed the amount equal of the Sales Draft in connection with that Transaction less any applicable fees and charges and (ii) Peoples Trust’s aggregate liability shall not, under any circumstance, exceed the fees paid to Peoples Trust under Schedule A of the monthly billing to you for Merchant Application (net of interchange, assessments and all other Card Association and third-party fees imposed on Peoples Trust) during the Service over the six (6) twelve-month period immediately preceding the date on event upon which such liability is based. Peoples Trust is not liable for any special, incidental, indirect, punitive or consequential damages whatsoever (whether any such claim alleges breach of contract, tort or any other theory of liability. Merchant waives all claims against Peoples Trust for any loss, claim, demand, penalty, action, delay, cost or expense (including reasonable legal fees) of any kind unless Merchant provides written notice to Peoples Trust of the damage or injury giving occurrence that gave rise to the alleged liability within 30 days after Merchant knew or should have known of the occurrence. Merchant will indemnify and hold Peoples Trust harmless from any claim relating to or arising out of (i) any Sales Draft or Credit Voucher presented to Peoples Trust as may be made by anyone by way of defense, dispute, offset, counterclaim or affirmative action (including but not limited to disputes concerning the quality, fitness or delivery of merchandise or the performance or quality of services) or (ii) damages or losses that Peoples Trust may incur as a result of (a) Merchant’s breach of the Merchant Agreement or (b) presentment by Merchant of acceptance or rejection by Peoples Trust of any Sales Draft or Credit Voucher, provided however that, with respect to clause (b), such claim is alleged to have occurredindemnification shall not apply in the event of Peoples Trust’s gross negligence. You agree Further, Merchant will reimburse Peoples Trust for all expenses and acknowledge that the limitations of liability set forth in this section and the indemnification obligations set forth belowcosts, as well as elsewhere in this Agreementincluding legal fees, represent a bargained for allocation of risk and liability, and the parties agree to respect such allocation of risk and liability. You acknowledge and agree that we would not enter into this Agreement without the limitations of liability and indemnification obligations set forth in this Agreement. The limitations of liability contained in this Agreement shall survive the termination of this Agreementwith regard thereto.

Limitation of Liability. Except as otherwise provided under Applicable Law or in this Agreement, our liability The Parties acknowledge that the Harvard Xxxxxxx School Social Impact Bond Technical Assistance Lab (the “HKS SIB Lab”) is providing pro xxxx technical assistance to you the Commonwealth in connection with this project and that the Service services provided by the HKS SIB Lab involve the expression of professional ideas, judgments and opinions by members of the HKS SIB Lab. The Parties further acknowledge that it is in the Parties' interest to have such ideas, judgments and opinions expressed frankly, without concern on the part of the HKS SIB Lab that such ideas, judgments and opinions will be limited deemed representations, warranties or covenants upon which the Parties may rely. The Parties further acknowledges that the innovation initiatives are relatively new, little-used and little-studied tools. Accordingly, the Parties understand and agree that the HKS SIB Lab does not hereby, and will not hereafter, warrant or make any representations concerning the accuracy of ideas, judgments, opinions, projections, analyses or estimates which any member of the HKS SIB Lab provides to the actual Losses sustained by youParties under this Contract (collectively, “SIB Lab Materials”). The Parties further agree that (i) any decision the Parties may make to rely on any SIB Lab Materials shall be at their own risk; and (ii) no member of the HKS SIB Lab shall be liable to the Parties for, and only to the extent such losses are a direct result Parties shall not make any claim against any member of our gross negligencethe HKS SIB Lab relating to, willful misconductany claims, liabilities, losses, damages, costs or bad faith. IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, INDIRECT, OR PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF YOU ADVISE US OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE SERVICE INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES, LOST EARNINGS OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS, OR FOR ANY INDEMNIFICATION CLAIM, WHETHER CONTRACTUAL, EQUITABLE OR OTHER, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTED. Except to expenses of any kind which the extent otherwise required Parties may at any time sustain or provided in this Agreement or by Applicable Law, our aggregate liability to you for all Losses incurred incur in connection with or arising out of any single SIB Lab Materials or the Parties' reliance thereon or use thereof, other than claims, liabilities, losses, damages, costs and expenses resulting from the gross negligence or intentional misconduct of any member of the HKS SIB Lab. Without limiting the foregoing, in no event shall any member of the HKS SIB Lab be liable for any indirect, ·consequential, exemplary or punitive damages whatsoever in connection with claims arising under or relating to this PFS Contract, whether based upon a claim shall not exceed the amount equal to the monthly billing to you for the Service over the six (6) month period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurred. You agree and acknowledge that the limitations action of liability set forth in this section and the indemnification obligations set forth belowcontract, as well as elsewhere in this Agreementwarranty, represent a bargained for allocation of risk and negligence, strict liability, and or any other legal theory or cause of action, even if advised of the parties agree to respect possibility of such allocation of risk and liability. You acknowledge and agree that we would not enter into this Agreement without the limitations of liability and indemnification obligations set forth in this Agreement. The limitations of liability contained in this Agreement shall survive the termination of this Agreementdamages.

Limitation of Liability. Except as otherwise provided under Applicable Law or in this AgreementTHE TOTAL LIABILITY OF PERSONAL TRADELINES, our liability to you in connection with the Service will be limited to the actual Losses sustained by youTOGEHER WITH ANY OF ITS EMPLOYEES, and only to the extent such losses are a direct result of our gross negligenceAGENTS,OFFICERS, willful misconductDIRECTORS, or bad faith. IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIALSHAREHOLDERS AND AFFILIATES, EXEMPLARY, INDIRECT, OR PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF YOU ADVISE US OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER ON ACCOUNT OF CLAIMS ARISING FROM OR INCUR IN CONNECTION WITH THE SERVICE INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES, LOST EARNINGS OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS, OR FOR ANY INDEMNIFICATION CLAIMRELATED TO THIS AGREEMENT, WHETHER CONTRACTUALBASED ON CONTRACT LAW OR TORT LAW OR OTHERWISE, EQUITABLE SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID TO PERSONAL TRADELINES BY THE CLIENT FOR WHOM SUCH CLAIMS ARISE OR OTHER, REGARDLESS OF WHETHER RELATE. THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US REMEDIES PROVIDED FOR IN THIS AGREEMENT ARE CLIENT’S SOLE AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTEDEXCLUSIVE REMEDIES. Except to the extent otherwise required or provided in this Agreement or by Applicable Law, our aggregate liability to you for all Losses incurred in connection with any single claim shall not exceed the amount equal to the monthly billing to you for the Service over the six (6) month period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurred. You agree CONSUMER CREDIT FILE RIGHTS UNDER STATE AND FEDERAL LAW Client has additional rights under state and acknowledge that the limitations of liability set forth in this section and the indemnification obligations set forth below, as well as elsewhere in this Agreement, represent a bargained for allocation of risk and liabilityfederal Consumer Credit Protection Acts, and the parties agree disclosures required by such laws have been provided to respect such allocation the Client and are made a part of risk and liabilitythis Agreement. You acknowledge and agree ELECTRONIC CONSENT Client agrees, unless specifically requested otherwise, that we would not enter by entering into this Agreement without with Personal Tradelines,Client affirms consent to receive, in an electronic format, all information, copies of agreements and correspondence from Personal Tradelines and to also send information in an electronic format unless previously agreed upon in writing with Personal Tradelines. Client consents and agrees that Personal Tradelines may provide all disclosures, statements, notices, receipts, modifications, amendments, and all other evidence of transactions electronically. All electronic communications will be deemed to be valid and authentic, and Client intends and agrees that those electronic communications will be given the limitations same legal affect as written and signed paper communications. Client has a right to receive a paper copy of liability any of these electronic records if applicable law specifically requires us to provide such documentation. Client’s consent may be withdrawn at any time upon Personal Tradelines’s receipt of such withdrawal. Withdrawal of consent will slow the speed at which we can complete certain steps in transactions with you and indemnification obligations set forth delivering services to you. To inform Personal Tradelines that you either withdraw your consent to receive future notices and disclosures in this Agreement. The limitations of liability contained in this Agreement shall survive electronic format, would like to receive paper copies, or to update your information you may: send an email to: xxxxxxx@xxxxxxxxxxxxxxxxxx.xxx; call us at: 000-000-0000; or send a letter to the termination of this Agreement.following Address: 000 X Xxxxxx Xx #0000 Xxxxxx, XX 00000 ARBITRATION/LITIGATION

Limitation of Liability. Except as otherwise provided under Applicable Law or in this AgreementEXCEPT AS REQUIRED BY APPLICABLE LAW, our liability to you in connection with the Service will be limited to the actual Losses sustained by you, and only to the extent such losses are a direct result of our gross negligence, willful misconduct, or bad faith. IN NO EVENT WILL WE SHALL CREDIT UNION BE LIABLE FOR ANY CONSEQUENTIALDAMAGES WHATSOEVER (INCLUDING, EXEMPLARYWITHOUT LIMITATION, DIRECT, INDIRECT, SPECIAL OR PUNITIVE DAMAGES CONSEQUENTIAL DAMAGES) ARISING OUT OF THE DELIVERY, PERFORMANCE, OR LOST PROFITSUSE OF ELECTRONIC RECORDS, WHETHER INCURRED BY YOU OR ANY THIRD PARTY, EVEN IF YOU ADVISE US CREDIT UNION HAS BEEN ADVISED OR MAY OTHERWISE KNOW OF THE POSSIBILITY OF SUCH DAMAGES DAMAGES. IF ANY LIABILITY IS IMPOSED ON CREDIT UNION, CREDIT UNION’S TOTAL LIABILITY TO YOU OR LOSSESANY THIRD PARTY SHALL NOT EXCEED THE AMOUNT YOU PAID FOR ELECTRONIC RECORDS. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE SERVICE INCLUDINGFOREGOING SHALL CONSTITUTE CREDIT UNION’S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY HEREUNDER. You may not assign this agreement to any other party. Credit Union may assign this agreement in its sole discretion without your consent. Credit Union may also, BUT NOT LIMITED TOin its sole discretion and without your consent, ATTORNEYS’ FEESassign or delegate certain of its rights and responsibilities under this agreement to independent contractors or other third parties. This disclosure and this agreement are governed and shall be construed in accordance with the laws of the State of Florida, LOST EARNINGS OR PROFITSexcluding its choice of law rules. In the event legal action is necessary to enforce this disclosure or this agreement, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTSthe prevailing party has the right to payment by the other party of reasonable attorney’s fees and costs, OR FOR ANY INDEMNIFICATION CLAIMincluding any appeal and post-judgment actions, WHETHER CONTRACTUAL, EQUITABLE OR OTHER, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTEDas applicable. Except as prohibited by applicable law, you and the Credit Union agree that such legal action shall be filed and heard in Xxxx County, Florida. Any disputes regarding this disclosure or this agreement shall be within the jurisdiction of the courts of Xxxx County, Florida. Failure or delay in enforcing any right or provision of this disclosure or this agreement shall not be deemed a waiver of such provision or right with respect to any subsequent breach or a continuance of an existing breach. If any provision of this disclosure or this agreement shall be held to be unenforceable, that provision will be enforced to the maximum extent otherwise required or provided in this Agreement or by Applicable Law, our aggregate liability to you for all Losses incurred in connection with any single claim shall not exceed the amount equal to the monthly billing to you for the Service over the six (6) month period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurred. You agree and acknowledge that the limitations of liability set forth in this section and the indemnification obligations set forth below, as well as elsewhere in this Agreement, represent a bargained for allocation of risk and liabilitypossible, and the parties agree to respect such allocation of risk and liability. You acknowledge and agree that we would not enter into this Agreement without the limitations of liability and indemnification obligations set forth in this Agreement. The limitations of liability contained in this Agreement shall survive the termination remaining provisions of this Agreementdisclosure and this agreement will remain in full force and effect.

Limitation of Liability. Except Tenant shall neither assert nor seek to enforce any claim for breach of this Lease against any of Landlord’s assets other than Landlord’s interest in the Property, and Tenant agrees to look solely to such interest for the satisfaction of any liability of Landlord under this Lease, it being specifically agreed that neither Landlord, nor any successor holder of Landlord’s interest hereunder, nor any beneficiary of any trust of which any person from time to time holding Landlord’s interest is trustee, nor any such trustee nor any member, manager, partner, director or stockholder, nor Landlord’s managing agent, shall ever be personally liable for any such liability. This paragraph shall not limit any right that Tenant might otherwise have to obtain injunctive relief against Landlord or Landlord’s successors-in-interest, or to take any other action which shall not involve the personal liability of Landlord, or of any successor holder of Landlord’s interest hereunder, or of any beneficiary of any trust of which any person from time to time holding Landlord’s interest is trustee, or of any such trustee, or of any manager, member, partner, director or stockholder of Landlord or Landlord’s managing agent to respond in monetary damages from Landlord’s assets other than Landlord’s interest in said Property, as aforesaid, but in no event shall Tenant have the right to terminate or cancel this Lease or to withhold rent or to set-off any claim or damages against rent as a result of any default by Landlord or breach by Landlord of its covenants or any warranties or promises hereunder, except in the case of a wrongful eviction of Tenant from the demised premises (constructive or actual) by Landlord continuing after notice to Landlord thereof and a reasonable opportunity for Landlord to cure the same. In the event that Landlord shall be determined to have acted unreasonably in withholding any consent or approval under this Lease, the sole recourse and remedy of the Tenant in respect thereof shall be to specifically enforce Landlord’s obligation to grant such consent or approval, and in no event shall the Landlord be responsible for any damages of whatever nature in respect of its failure to give such consent or approval nor shall the same otherwise provided affect the obligations of the Tenant under Applicable Law this Lease or act as any termination of this Lease. In the case of any dispute regarding whether or not Landlord acted reasonably in withholding its consent to a proposed assignment or subletting under Section 12.4 of this AgreementLease, our liability in any case where Landlord’s consent is not to you be unreasonably withheld in connection accordance therewith, the dispute may be resolved in accordance with the Service will be limited to the actual Losses sustained by you, and only to the extent such losses are a direct result of our gross negligence, willful misconduct, or bad faith. IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, INDIRECT, OR PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF YOU ADVISE US OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE SERVICE INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES, LOST EARNINGS OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS, OR FOR ANY INDEMNIFICATION CLAIM, WHETHER CONTRACTUAL, EQUITABLE OR OTHER, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTED. Except to the extent otherwise required or provided in this Agreement or by Applicable Law, our aggregate liability to you for all Losses incurred in connection with any single claim shall not exceed the amount equal to the monthly billing to you for the Service over the six (6) month period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurred. You agree and acknowledge that the limitations of liability expedited dispute resolution procedure set forth in this section Section 12.8, subject to the terms and conditions thereof. In no event shall either party hereto ever be liable for any indirect or consequential damages or loss of profits or the indemnification like, provided that the foregoing limitation of liability shall be inapplicable to Tenant’s obligations set forth below, as well as elsewhere in this Agreement, represent a bargained for allocation of risk and liability, and the parties agree pursuant to respect such allocation of risk and liability. You acknowledge and agree that we would not enter into this Agreement without Section 16.18 hereof (subject to the limitations of liability and indemnification obligations set forth in this Agreement. The limitations of liability contained in this Agreement shall survive the termination of this AgreementSections 16.18(B) and (C) hereof).

Limitation of Liability. Except as otherwise provided under Applicable Law or in this Agreement, our liability to you in connection with the Service will be limited to the actual Losses sustained by you, and only to the extent such losses are a direct result of our gross negligence, willful misconduct, or bad faith. IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, INDIRECT, OR PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF YOU ADVISE US OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE SERVICE INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES, LOST EARNINGS OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS, OR FOR ANY INDEMNIFICATION CLAIM, WHETHER CONTRACTUAL, EQUITABLE OR OTHER, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTED. Except to the extent otherwise required or provided in this Agreement or by Applicable Law, our aggregate liability to you for all Losses incurred in connection with any single claim shall not exceed the amount equal to the monthly billing to you for the Service over the six (6) month period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurred. You agree and acknowledge that the limitations of liability expressly set forth in this section and herein, the indemnification obligations set forth below, as well as elsewhere in this Agreement, represent a bargained for allocation of risk and liability, and the parties agree to respect such allocation of risk and liability. You Buyers acknowledge and agree that we the Services are provided as-is, that the Buyers receiving the Services assume all risks and liability arising from or relating to Buyers’ use of and reliance upon the Services and each Buyer makes no representation or warranty, express or implied, with respect thereto; provided, however, that BioScrip will exercise the same due care with respect to the provision of Services to the Buyers as BioScrip would exercise in providing the same Services to itself. Notwithstanding anything to the contrary contained herein, the indemnification provided for in this Section 5 shall not enter into cover, and in no event shall any Party or any of its Affiliates be liable for, any special, incidental, consequential (including loss of revenues or profits), exemplary or punitive damages (except for any of the foregoing damages payable to a third person) arising from any claim relating to this Agreement without or any of the limitations Services to be provided hereunder or the performance of liability and indemnification or failure to perform its obligations set forth in under this Agreement, whether such claim is based on warranty, contract, tort (including negligence or strict liability) or otherwise, all of which are hereby excluded by agreement of the Parties regardless of whether or not a Party has been advised of the possibility of such damages. The limitations BIOSCRIP SPECIFICALLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, ARISING OUT OF OR RELATED TO THE SERVICES AND THIS AGREEMENT, INCLUDING ANY REPRESENTATION OR WARRANTY IN REGARD TO QUALITY, PERFORMANCE, NONINFRINGEMENT, COMMERCIAL UTILITY, MERCHANTABILITY OR FITNESS OF THE SERVICES FOR A PARTICULAR PURPOSE. Notwithstanding anything contained herein to the contrary, in no event shall BioScrip be liable to any of liability contained the Buyers for any Losses except for those Losses arising from the gross negligence, fraud or willful misconduct of BioScrip in this Agreement shall survive connection with its performance of the termination of this AgreementServices.

Limitation of Liability. Except as otherwise provided under Applicable Law or in this Agreement, our liability to you in connection with the Service We will not be limited to the actual Losses sustained by you, and only to the extent such losses are a direct result of our gross negligence, willful misconduct, or bad faith. IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, INDIRECT, OR PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF YOU ADVISE US OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE SERVICE INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES, LOST EARNINGS OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS, OR FOR ANY INDEMNIFICATION CLAIM, WHETHER CONTRACTUAL, EQUITABLE OR OTHER, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTED. Except to the extent otherwise required or provided in this Agreement or by Applicable Law, our aggregate liability liable to you for all Losses any direct or indirect losses, damages or costs or expenses incurred or suffered by you as a result of or in connection with any single claim shall not exceed the amount equal to the monthly billing service that we provide to you hereunder unless arising directly from our negligence, wilful default or fraud (or that of our directors, officers or employees). In no circumstances will we have any liability for consequential or special damages, loss of profit or loss of goodwill, howsoever arising. Nothing in this agreement will limit or exclude our liability for death or personal injury resulting from our negligence. Nothing in this agreement shall limit or exclude our duty or liability that we may have to you under the regulatory system as defined in the FCA rules. OUR REMUNERATION We will be remunerated in two ways. Firstly, we may earn a commission from insurers when placing your policy(ies) with those insurers. This commission is a percentage of the premium paid by you. We will agree the percentage of the commission with the insurers, which may vary depending upon the class of policy(ies) placed and with which insurers. We will disclose this commission to you on request before we place any policy on your behalf. Secondly, we may charge you a fee for acting as your insurance intermediary. That fee will be disclosed to you separately to any insurance premium you are required to pay. You will agree that fee before it is charged to you. In the event that we or you terminate this agreement and our relationship with you as your insurance intermediary, we will still be entitled to charge a fee for the Service over services we have provided up until such termination. In the six (6) month period immediately preceding event that you decide to cancel your policy any return of premium will be dependent on insurer and placing broker conditions. We reserve the date on which the damage right not to refund our commission unless we agree otherwise with you. CLIENT MONEY DISCLOSURES Client money is any premium, refund or injury giving rise to such claim is alleged to have occurred. You agree and acknowledge that the limitations of liability set forth in this section and the indemnification obligations set forth below, as well as elsewhere in this Agreement, represent a bargained for allocation of risk and liability, and the parties agree to respect such allocation of risk and liability. You acknowledge and agree claims money that we would not enter into this Agreement without receive and hold on your behalf in the limitations course of liability arranging or administering insurance. We will hold such money in accordance with FCA client money rules. Risk Transfer We have agreements with most insurers to which we place business to permit us to receive and indemnification obligations hold client money on a risk transfer basis. This means we will receive and handle premiums, refunds and claims monies as agent of the insurer Trust Account (‘Client Account’) We will provide protection for client money by holding all client money in a general Client Account that is a Trust account set forth up and controlled in this Agreementcompliance with the FCA’s Client Assets Rules (CASS). The limitations This is completely segregated from our own money and there are strict regulatory controls on us to maintain solvency of liability contained in this Agreement shall survive the termination Client Account and to conduct a regular reconciliation of this Agreementthe account.

Limitation of Liability. Except We and all other persons for whom in law We may be liable (“Others”) make no warranties or representations of any kind (express or implied) with regard to the Wallet or VulaCoin, or its content and will not be liable for any losses arising from - any circumstances that could not have been foreseen at the time We entered into this Agreement including any loss of profits, loss of revenue, loss of operation time, corruption, fraud or loss of information and/or loss of contracts; loss or corruption of Your data; loss, damage, destruction or transmission of Personal Information; any cause which results from abnormal or unforeseeable circumstances beyond Our, reasonable control, the consequences of which would have been unavoidable despite Our best efforts to stop it; an ISP refusing to accept VulaCoin; suspension or cancellation of Your Wallet if it is suspected that Your Wallet is being used in an unauthorised or fraudulent manner, or We are concerned about the security of your Wallet or as otherwise provided under Applicable Law a result of You breaking an important term or repeatedly breaking any term in this Agreement; Our compliance with any applicable laws or Applicable Laws; We will not be liable for the Services that You purchase using VulaCoin. You indemnify Us against any losses resulting from: Someone else carrying out a payment instruction or using Your information to access Your Wallet without Your permission; Against any demand, our liability claim or action for either direct, indirect, punitive or consequential damages or order against Us relating to you or in connection with Your use of VulaCoin or your Wallet whether such demand, claim or action was caused directly or indirectly for any reason whatsoever; Arising directly or indirectly out of or in connection with the Service will be limited to the actual Losses sustained by you, and only to the extent such losses are loss of any of Your data; As a direct result of our gross negligence, willful misconduct, or bad faith. IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, INDIRECT, OR PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF YOU ADVISE US OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE SERVICE INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES, LOST EARNINGS OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS, OR FOR ANY INDEMNIFICATION CLAIM, WHETHER CONTRACTUAL, EQUITABLE OR OTHER, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTED. Except any loss caused to Us by Your breach of any of the extent otherwise required or provided in terms of this Agreement or by Applicable Law, our aggregate liability to you for all Losses incurred in connection with any single claim shall not exceed the amount equal other third party terms and conditions that are applicable to the monthly billing VulaCoin or the Services, including terms and conditions applicable to you for the Service over the six (6) month period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurred. You agree and acknowledge that the limitations of liability set forth in this section and the indemnification obligations set forth below, as well as elsewhere in this Agreement, represent a bargained for allocation of risk and liability, and the parties agree to respect such allocation of risk and liability. You acknowledge and agree that we would not enter into this Agreement without the limitations of liability and indemnification obligations set forth in this Agreement. The limitations of liability contained in this Agreement shall survive the termination of this AgreementISP where relevant.

Limitation of Liability. Except as otherwise provided under Applicable Law or in this Agreement, our liability to you in connection with the Service will be limited to the actual Losses sustained by you, and only to the extent such losses are a direct result of our gross negligence, willful misconduct, or bad faith. IN NO EVENT WILL WE SHALL RAVE OR ANY RAVE REPRESENTATIVE BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, EXEMPLARYINCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF YOU ADVISE US RAVE OR SUCH RAVE REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR LOSSESHAVE PROVEN INEFFECTIVE. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE SERVICE INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES, LOST EARNINGS OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS, OR FOR ANY INDEMNIFICATION CLAIM, WHETHER CONTRACTUAL, EQUITABLE OR OTHER, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTED. Except Notwithstanding anything herein to the extent otherwise required contrary, the cumulative liability of Rave to Client and any third party for all claims arising from or provided in relating to this Agreement and/or the operation or by Applicable Law, our aggregate liability to you for all Losses incurred in connection with any single claim use of the Services and Products shall not exceed the total amount equal of all Fees paid to Rave by Client hereunder during the twelve (12)-month period immediately prior to the monthly billing to you for the Service over the six (6) month period immediately preceding the date on which the damage event, act or injury omission giving rise to such liability, regardless of whether any action or claim is alleged to have occurredbased on warranty, indemnification, contract, tort, negligence, strict liability or otherwise. You agree The existence of multiple claims will not enlarge this limit. The warranty disclaimers and acknowledge that the exclusions and limitations of liability set forth in this section Section 6 are intended to apply without regard to whether other provisions of this Agreement have been breached or have proven ineffective and form an essential basis of the indemnification obligations set forth belowbargain between the Parties. Absent any of such disclaimers, as well as elsewhere in exclusions or limitations of liability, the provisions of this Agreement, represent a bargained for allocation of risk and liabilityincluding, and without limitation, the parties agree to respect such allocation of risk and liability. You acknowledge and agree that we economic terms, would not enter into this Agreement without the limitations of liability and indemnification obligations set forth in this Agreement. The limitations of liability contained in this Agreement shall survive the termination of this Agreementbe substantially different.

Limitation of Liability. Except as otherwise provided under Applicable Law or in this Agreement, our liability to you in connection with the Service will be limited to the actual Losses sustained by you, and only to the extent such losses are a direct result of our gross negligence, willful misconduct, or bad faith. IN NO EVENT WILL WE STRATASYS OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY DAMAGES, CLAIMS OR COSTS WHATSOEVER, OR ANY CONSEQUENTIAL, EXEMPLARY, INDIRECT, INCIDENTAL DAMAGES, OR PUNITIVE DAMAGES ANY LOST PROFITS OR LOST PROFITSSAVINGS, EVEN IF YOU ADVISE US A STRATASYS REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES LOSS, DAMAGES, CLAIMS OR LOSSESCOSTS OR FOR ANY CLAIM BY ANY THIRD PARTY. NOR WILL WE BE LIABLE FOR DAMAGES THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION. STRATASYS’ AGGREGATE LIABILITY AND THAT YOU MAY SUFFER OF ITS SUPPLIERS UNDER OR INCUR IN CONNECTION WITH THIS LICENSE SHALL BE LIMITED TO THE SERVICE INCLUDINGAPPLICABLE SOFTWARE LICENSE FEE, BUT NOT LIMITED TOIF ANY. Nothing contained in this License limits Stratasys’ liability to you in the event of death or personal injury resulting from Stratasys’ gross negligence or for the tort of deceit (fraud). Stratasys is acting for itself and on behalf of its suppliers for the purpose of disclaiming, ATTORNEYS’ FEESexcluding and/or limiting obligations, LOST EARNINGS OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS, OR FOR ANY INDEMNIFICATION CLAIM, WHETHER CONTRACTUAL, EQUITABLE OR OTHER, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTED. Except to the extent otherwise required or warranties and liability as provided in this Agreement License, but in no other respects and for no other purpose. For further information, please see the jurisdiction specific information at the end of this License, if any, or by Applicable Law, our aggregate liability to you for all Losses incurred in connection with any single claim shall not exceed the amount equal to the monthly billing to you for the Service over the six (6) month period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurredcontact Stratasys’ Customer Support Department. You agree and acknowledge that the limitations of liability set forth and exclusions in this section License are necessary and the indemnification obligations set forth below, as well as elsewhere in this Agreement, represent a bargained for allocation of risk and liabilityreasonable provisions, and that the parties agree to respect such allocation of risk and liability. You acknowledge and agree that we Software would not enter into this Agreement without be licensed by Stratasys and its suppliers, or would be licensed at significantly higher rates, in the absence of such limitations of liability and indemnification obligations set forth in this Agreement. The limitations of liability contained in this Agreement shall survive the termination of this Agreementexclusions.

Limitation of Liability. Except as otherwise I understand and agree that you shall be responsible only for performing the services expressly provided under Applicable Law or in for this Agreement, our and shall be liable only for your gross negligence or willful misconduct in performing those services. In no event shall you have any liability to you for any consequential, special, punitive, or direct loss or damage which I may incur or suffer in connection with the Service will this Agreement. In addition, you shall be limited excused from failing to the actual Losses sustained act or delay in acting if such failure or delay is caused by youlegal constraint, and only to the extent such losses are a direct result interruption of our gross negligencetransmission or communications facilities, willful misconductequipment failure, war, emergency conditions, or bad faithother conditions beyond your control. IN NO EVENT WILL WE BE LIABLE You shall not be held liable for any failure of a third party to process, credit, or debit any transaction, or for other acts of omission. Warranties. I UNDERSTAND THAT ADDITION FINANCIAL DOES NOT MAKE ANY WARRANTIES ON EQUIPMENT, HARDWARE, SOFTWARE OR INTERNET SERVICE PROVIDER, OR ANY PART OF THEM, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ADDITION FINANCIAL IS NOT RESPONSIBLE FOR ANY CONSEQUENTIALLOSS, EXEMPLARYINJURY OR DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL OR PUNITIVE DAMAGES OR LOST PROFITSCONSEQUENTIAL, EVEN IF YOU ADVISE US OF CAUSED BY THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE SERVICE INCLUDINGINTERNET PROVIDER, BUT NOT LIMITED TO, ATTORNEYS’ FEES, LOST EARNINGS OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTSANY RELATED SOFTWARE, OR FOR ADDITION FINANCIAL’S USE OF ANY INDEMNIFICATION CLAIMOF THEM OR ARISING IN ANY WAY FROM THE INSTALLATION, WHETHER CONTRACTUALUSE, EQUITABLE OR OTHERMAINTENANCE OF MY PERSONAL COMPUTER HARDWARE, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIMSOFTWARE, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTEDOTHER EQUIPMENT. Except to Change in Terms. Addition Financial may change the extent otherwise required or provided terms and charges for the "RDCS" as indicated in this Disclosure and Agreement by notifying me of such change via the "RDCS" system and may amend, modify, add to, or delete from this Disclosure and Agreement from time to time. My use of the "RDCS" after notification of any change by Applicable LawAddition Financial constitutes my acceptance of the change. Termination of the Services. I may, our aggregate liability by written request, terminate the "RDCS" provided for in this Disclosure and Agreement. My ability to you use RDCS may be terminated without notice by Addition Financial, in its sole discretion. In the event of termination of the "RDCS", I will remain liable for all Losses incurred in connection with any single claim shall not exceed the amount equal to the monthly billing to you for the Service over the six (6) month period immediately preceding the date transactions performed on which the damage or injury giving rise to such claim is alleged to have occurred. You agree and acknowledge that the limitations of liability set forth in this section and the indemnification obligations set forth below, as well as elsewhere in this Agreement, represent a bargained for allocation of risk and liability, and the parties agree to respect such allocation of risk and liability. You acknowledge and agree that we would not enter into this Agreement without the limitations of liability and indemnification obligations set forth in this Agreement. The limitations of liability contained in this Agreement shall survive the termination of this Agreementmy Account.

Limitation of Liability. Except In the event that Secured Party, Company or Bank suffers or incurs any Losses and Liabilities as otherwise provided under Applicable Law a result of, or in connection with, its or any other party's performance or failure to perform its obligations under this Agreement, our the affected parties shall negotiate in good faith in an effort to reach a mutually satisfactory allocation of such Losses and Liabilities, it being understood that Bank will not be responsible for any Losses and Liabilities due to any cause other than its own negligence or breach of this Agreement, in which case its liability to you in connection with the Service will Secured Party and Company shall, unless otherwise provided by any law which cannot be varied by contract, be limited to direct money damages in an amount not to exceed ten (10) times all the actual Bank Fees charged or incurred during the calendar month immediately preceding the calendar month in which such Losses sustained and Liabilities occurred (or, if no Bank Fees were charged or incurred in the preceding month, the Bank Fees charged or incurred in the month in which the Losses and Liabilities occurred). Company will indemnify Bank against all Losses and Liabilities suffered or incurred by youBank as a result of third party claims; provided, and only however, that to the extent such losses Losses and Liabilities are a direct result directly caused by Bank's negligence or breach of our this Agreement such indemnity will only apply to those Losses and Liabilities which exceed the liability limitation specified in the preceding sentence. The limitation of Bank's liability and the indemnification by Company set out above will not be applicable to the extent any Losses and Liabilities of any party to this Agreement are directly caused by Bank's gross negligence, negligence or willful misconduct, or bad faith. IN NO EVENT WILL WE BANK BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, EXEMPLARYINCIDENTAL, INDIRECT, INDIRECT OR PUNITIVE DAMAGES DAMAGES, WHETHER ANY CLAIM IS BASED ON CONTRACT OR LOST PROFITSTORT, EVEN IF YOU ADVISE US OF WHETHER THE POSSIBILITY LIKELIHOOD OF SUCH DAMAGES WAS KNOWN TO BANK AND REGARDLESS OF THE FORM OF THE CLAIM OR LOSSES. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE SERVICE ACTION, INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEESANY CLAIM OR ACTION ALLEGING GROSS NEGLIGENCE, LOST EARNINGS WILLFUL MISCONDUCT, FAILURE TO EXERCISE REASONABLE CARE OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS, OR FOR ANY INDEMNIFICATION CLAIM, WHETHER CONTRACTUAL, EQUITABLE OR OTHER, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTEDFAILURE TO ACT IN GOOD FAITH. Except Any action against Bank by Company or Secured Party under or related to the extent otherwise required or provided in this Agreement or by Applicable Law, our aggregate liability to you for all Losses incurred in connection with any single claim shall not exceed must be brought within twelve months after the amount equal to the monthly billing to you for the Service over the six (6) month period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurred. You agree and acknowledge that the limitations cause of liability set forth in this section and the indemnification obligations set forth below, as well as elsewhere in this Agreement, represent a bargained for allocation of risk and liability, and the parties agree to respect such allocation of risk and liability. You acknowledge and agree that we would not enter into this Agreement without the limitations of liability and indemnification obligations set forth in this Agreement. The limitations of liability contained in this Agreement shall survive the termination of this Agreementaction accrues.

Limitation of Liability. Except The maximum amount of Seller’s potential liability under this Agreement shall be equal to the Initial Funding Amount, minus any net collections received by the Buyer for or on account of the purchased Assets as otherwise provided of the date a claim is made under Applicable Law or in this Agreement, our and minus any amounts paid by Seller for any Repurchase Assets (the “Maximum”). Notwithstanding the preceding sentence, the maximum Seller’s potential liability to you in connection with under this Agreement shall not be less than one-million-five-hundred thousand dollars ($1,500,000.00). For the Service will purposes of this section, net collections shall be limited equal to the actual Losses sustained gross payments received by youor on behalf of the Buyer for the purchased Assets, and only minus any amounts the Buyer has actually paid to the extent such losses are a direct result of our gross negligenceany third party as reasonable compensation for collection commissions, willful misconductcourt costs, or bad faithfiling fees. IN NO EVENT WILL WE SHALL ANY PARTY BE LIABLE IN ANY RESPECT FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, RELIANCE OR PUNITIVE DAMAGES, WHETHER IN TORT OR CONTRACT, NOR SHALL ANY PARTY BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, INDIRECT, OR PUNITIVE DAMAGES OR LOST LOSS OF PROFITS, EVEN IF YOU ADVISE US REVENUE, DATA, GOODWILL, BUSINESS OPPORTUNITIES OR ANY OTHER COMMERCIAL DAMAGE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE SERVICE INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES, LOST EARNINGS OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS, OR FOR ANY INDEMNIFICATION CLAIM, WHETHER CONTRACTUAL, EQUITABLE OR OTHER, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY KIND OR NATURE OF WHATSOEVER, UNLESS EXPLICITLY ALLOWED IN A WRITING SIGNED BY THE ACTION ON WHICH A CLAIM IS ASSERTEDLIABLE PARTY. Except In addition, in no event shall Seller or Buyer have any obligation to the extent otherwise required or provided in this Agreement or by Applicable Law, our aggregate liability to you for all Losses incurred indemnify any Indemnitee in connection with any single claim third-party claims until all Seller Indemnitees or Buyer Indemnitees (in each case as a group), respectively, have suffered losses or damages in the aggregate amount of $50,000 (the “Minimum Indemnification”). After the Seller Indemnitees or Buyer Indemnitees (in each case as a group), as applicable, have suffered losses or damages in the aggregate amount of the Minimum Indemnification, such Indemnitees shall not exceed be entitled to indemnification from Seller or Buyer, respectively, for the amount equal to of all losses or damages in excess of the monthly billing to you for the Service over the six (6) month period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurred. You agree and acknowledge that the limitations of liability set forth in this section and the indemnification obligations set forth below, as well as elsewhere in this Agreement, represent a bargained for allocation of risk and liability, and the parties agree to respect such allocation of risk and liability. You acknowledge and agree that we would not enter into this Agreement without the limitations of liability and indemnification obligations set forth in this AgreementMinimum Indemnification. The limitations of liability contained foregoing limitation shall in this Agreement shall survive no event apply to Buyer’s requirement to pay the termination of this AgreementPurchase Price in full or Seller’s requirement to pay for any Repurchase Asset.

Limitation of Liability. Except as otherwise provided under Applicable Law Bank will not be responsible for any Losses and Liabilities due to any cause other than its own negligence or in breach of this Agreement, our in which case its liability to you in connection with the Service will Secured Party and Company shall, unless otherwise provided by any law which cannot be varied by contract, be limited to direct money damages in an amount not to exceed ten (10) times all the actual Bank Fees charged or incurred during the calendar month immediately preceding the calendar month in which such Losses sustained and Liabilities occurred (or, if no Bank Fees were charged or incurred in the preceding month, the Bank Fees charged or incurred in the month in which the Losses and Liabilities occurred). Company will indemnify Bank against all Losses and Liabilities suffered or incurred by youBank as a result of third party claims; provided, and only however, that to the extent such losses Losses and Liabilities are a direct result directly caused by Bank’s negligence or breach of our this Agreement such indemnity will only apply to those Losses and Liabilities which exceed the liability limitation specified in the preceding sentence. The limitation of Bank’s liability and the indemnification by Company set out above will not be applicable to the extent any Losses and Liabilities of any party to this Agreement are directly caused by Bank’s gross negligence, negligence or willful misconduct, or bad faith. IN NO EVENT WILL WE BANK BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, EXEMPLARYINCIDENTAL, INDIRECT, INDIRECT OR PUNITIVE DAMAGES DAMAGES, WHETHER ANY CLAIM IS BASED ON CONTRACT OR LOST PROFITSTORT, EVEN IF YOU ADVISE US OF WHETHER THE POSSIBILITY LIKELIHOOD OF SUCH DAMAGES WAS KNOWN TO BANK AND REGARDLESS OF THE FORM OF THE CLAIM OR LOSSES. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE SERVICE ACTION, INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEESANY CLAIM OR ACTION ALLEGING GROSS NEGLIGENCE, LOST EARNINGS WILLFUL MISCONDUCT, FAILURE TO EXERCISE REASONABLE CARE OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS, OR FOR ANY INDEMNIFICATION CLAIM, WHETHER CONTRACTUAL, EQUITABLE OR OTHER, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTEDFAILURE TO ACT IN GOOD FAITH. Except Any action against Bank by Company or Secured Party (as directed by Required Lenders) under or related to the extent otherwise required or provided in this Agreement or by Applicable Law, our aggregate liability to you for all Losses incurred in connection with any single claim shall not exceed must be brought within twelve (12) months after the amount equal to the monthly billing to you for the Service over the six (6) month period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurred. You agree and acknowledge that the limitations cause of liability set forth in this section and the indemnification obligations set forth below, as well as elsewhere in this Agreement, represent a bargained for allocation of risk and liability, and the parties agree to respect such allocation of risk and liability. You acknowledge and agree that we would not enter into this Agreement without the limitations of liability and indemnification obligations set forth in this Agreement. The limitations of liability contained in this Agreement shall survive the termination of this Agreementaction accrues.

Limitation of Liability. Except as otherwise provided Buyer expressly agrees that in any claim of Buyer against Seller, including third party claims for indemnification and contribution, Seller shall not under Applicable Law any circumstances be liable for any losses, claims or damages greater than the cost of the Goods sold hereunder, whether arising from Seller’s breach of contract, breach of express or implied warranty, any law giving rise to a claim of strict liability, or other cause. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY LOST INCOME OR PROFITS OR FOR ANY GENERAL, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHATSOEVER. DELIVERY/STOP WORK: Prices stated are expressly for the delivery dates agreed upon. While Seller shall not have an obligation to comply with unilateral directives to change schedules or to temporarily cease work, Seller will endeavor to accommodate Buyer’s reasonable request for (a) acceleration of delivery, if made at least 90 days prior to scheduled delivery, (b) request for delay in delivery, if made at least 60 days prior to scheduled delivery, and (c) stop work instructions not exceeding 90 days in duration. Such changes or instructions, if accepted by Seller, shall require an equitable adjustment in the price (not less than $100.00 per item ordered) or in this the delivery schedule, or in both. RAW MATERIAL AND SOURCE INSPECTION SURCHARGES: Notwithstanding any provision herein to the contrary, the price for supplies containing precious metals, nonferrous metals, magnetic minerals and/or any special alloys shall at Seller’s discretion be subject to additional charge(s) at the time of shipment, based upon fluctuations in the market value of such raw materials. Further, an additional charge may be applied on each shipment requiring inspection at Seller’s plant(s) by the Government and/or Buyer’s own inspection department or other private agency, if Seller agrees to such inspection. TERMINATION: This order shall not be subject to unilateral termination. FORCE MAJEURE: Seller shall not be liable to Buyer, nor be deemed to have defaulted or breached the Agreement, our liability to you for any failure or delay in connection with fulfilling or performing any term of the Service will be limited to the actual Losses sustained by you, Agreement when and only to the extent such losses are a direct result failure or delay is caused by or results from acts or circumstances beyond Seller’s reasonable control including, without limitation, acts of our gross negligenceGod, willful misconductflood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or bad faithother civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage. IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIALIf, EXEMPLARYdue to any such circumstances, INDIRECTshortages should occur in Seller’s supply of any specific Goods, OR PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF YOU ADVISE US OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSESSeller may allocate deliveries to its customers as it determines in its sole discretion. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE SERVICE INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES, LOST EARNINGS OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS, OR FOR ANY INDEMNIFICATION CLAIM, WHETHER CONTRACTUAL, EQUITABLE OR OTHER, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTED. Except EXPORT REGULATIONS: Goods purchased hereunder which are to the extent otherwise required or provided in this Agreement or by Applicable Law, our aggregate liability be exported shall be subject to you for all Losses incurred in connection with any single claim shall not exceed the amount equal to the monthly billing to you for the Service over the six (6) month period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurred. You agree applicable United States export laws and acknowledge that the limitations of liability set forth in this section and the indemnification obligations set forth below, as well as elsewhere in this Agreement, represent a bargained for allocation of risk and liabilityregulations, and Xxxxx accepts full responsibility for and agrees to comply fully with such regulations, including obtaining export licenses and re-export permission. All taxes, licenses, duties and government exactions, by whatever name known, which may be levied or assessed or on account of the parties agree Goods sold hereunder, or their documents, shall be paid by the Buyer. GOODS SUBSTITUTION: Seller reserves the right to respect such allocation make material substitution(s) without degrading the quality of risk the product not affecting the Goods form, fit or function. Seller further reserves the right to discontinue any items without notice and liability. You acknowledge and agree that we would not enter into this Agreement to change or modify specifications at any time without the limitations of liability and indemnification obligations set forth incurring any obligation to incorporate new or modified features in this Agreement. The limitations of liability contained in this Agreement shall survive the termination of this Agreementcomponents or products previously sold or shipped.

Limitation of Liability. Except as otherwise provided under Applicable Law It's A Lovely Life shall not be liable for any loss of profits or in this Agreementcosts, our liability to you in connection or for any direct, indirect, special, incidental, or consequential damages, including costs associated with the Service will be limited to procurement of substitute goods or services (whether It's A Lovely Life was or should have been aware or advised of the actual Losses sustained by youpossibility of such damage), and only to the extent such losses are a direct result arising out of our gross negligence, willful misconduct, or bad faith. IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, INDIRECT, OR PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF YOU ADVISE US OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE SERVICE INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES, LOST EARNINGS OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS, OR FOR ANY INDEMNIFICATION CLAIM, WHETHER CONTRACTUAL, EQUITABLE OR OTHER, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTED. Except to the extent otherwise required or provided in this Agreement or by Applicable Law, our aggregate liability to you for all Losses incurred in connection associated with any single claim shall not exceed the amount equal to the monthly billing to you for the Service over the six (6) month period immediately preceding the date on which the damage loss, suspension or injury giving rise to such claim is alleged to have occurred. You agree and acknowledge that the limitations interruption of liability set forth in this section and the indemnification obligations set forth belowservice, as well as elsewhere in this Agreement, represent a bargained for allocation of risk and liability, and the parties agree to respect such allocation of risk and liability. You acknowledge and agree that we would not enter into this Agreement without the limitations of liability and indemnification obligations set forth in this Agreement. The limitations of liability contained in this Agreement shall survive the termination of this Agreement, use or misuse of the Promotional Materials, or other performance of services under this Agreement. COMPANY’S LIABILITY, AND THE LIABILITY OF OUR SUPPLIERS AND AFFILIATES, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE, SHALL NOT EXCEED THE TOTAL SUM OF $100.00. THE LIMITATIONS OF LIABILITY SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE CONTRACT BETWEEN US AND YOU. Some states do not allow the limitation of liability, so the foregoing limitation may not always apply. For Jurisdictions that do not allow us to limit our liability: Notwithstanding any provision of these Terms, if your jurisdiction has provisions specific to waiver or liability that conflict with the above then our liability is limited to the smallest extent possible by law. Specifically, in those jurisdictions not allowed, we do not disclaim liability for: (a) death or personal injury caused by its negligence or that of any of its officers, employees or agents; or (b) fraudulent misrepresentation; or (c) any liability which it is not lawful to exclude either now or in the future. IF YOU ARE A RESIDENT OF A JURISDICTION THAT REQUIRES A SPECIFIC STATEMENT REGARDING RELEASE THEN THE FOLLOWING APPLIES. FOR EXAMPLE, CALIFORNIA RESIDENTS MUST, AS A CONDITION OF THIS AGREEMENT, WAIVE THE APPLICABILITY OF CALIFORNIA CIVIL CODE XXXXXXX 0000, XXXXX XXXXXX, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." YOU HEREBY WAIVE THIS SECTION OF THE CALIFORNIA CIVIL CODE. YOU HEREBY WAIVE ANY SIMILAR PROVISION IN LAW, REGULATION, OR CODE THAT HAS THE SAME INTENT OR EFFECT AS THE AFOREMENTIONED RELEASE.

Limitation of Liability. Except as otherwise provided under Applicable Law or in this Agreement, our liability The Bank shall not be liable to you for any damages or losses that you may suffer or incur in connection with the Service Service, including, without limitation, any failure to provide, or delay in providing, access to the Service, except: a) as specifically stated in this Agreement; or b) to the extent such damages or losses are solely and proximately caused by our gross negligence or willful misconduct. Without limiting the foregoing, we shall not be liable to you for an of the following: a) any damages, losses, costs or other consequences caused by our actions that are based on information or instructions you provide; b) any unauthorized actions initiated or caused by you or your employees, agents or representative; c) any refusal of a payor financial institution to pay a Check for any reason (other than that caused by our gross negligence or willful misconduct), including without limitation, that the Check was unauthorized, counterfeit, altered, or had a forged signature; d) your or any other parties’ inability to transmit or receive data; e) if you do not comply with your representations or warranties in the Agreement. Our liability for errors and omissions with respect to the data transmitted or printed by us in connection with this Agreement will be limited to correcting the actual Losses sustained by youerrors or omissions. Correction will be limited to reprocessing, and only reprinting and/or representing the Checks to the extent such losses are a direct result of our gross negligence, willful misconduct, or bad faith. IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, INDIRECT, OR PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF YOU ADVISE US OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE SERVICE INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES, LOST EARNINGS OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS, OR FOR ANY INDEMNIFICATION CLAIM, WHETHER CONTRACTUAL, EQUITABLE OR OTHER, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTED. Except to the extent otherwise required or provided in this Agreement or by Applicable Law, our aggregate liability to you for all Losses incurred in connection with any single claim shall not exceed the amount equal to the monthly billing to you for the Service over the six (6) month period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurred. You agree and acknowledge that the limitations of liability set forth in this section and the indemnification obligations set forth below, as well as elsewhere in this Agreement, represent a bargained for allocation of risk and liability, and the parties agree to respect such allocation of risk and liability. You acknowledge and agree that we would not enter into this Agreement without the limitations of liability and indemnification obligations set forth in this Agreementpayor financial institution. The limitations of liability contained and remedies in this Agreement shall survive the termination of Section are in addition to, and not in lieu of, other limitations or remedies contained elsewhere in this Agreement. NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT OR ANY BANK ACCOUNT AGREEMENT OR ACCOUNT DISCLOSURES TO THE CONTRARY, YOU AGREE THAT IN NO EVENT WILL THE BANK OR ANY THIRD PARTY SERVICE PROVIDER BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNATIVE, OR EXEMPLARY DAMAGES OR LOSSES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER LOSSES INCURRED BY YOU OR ANY THIRD PARTY ARISING FROM OR RELATED TO THE USE, INABILITY TO USE, OR THE TERMINATION OF THE USE OF ANY MOBILE BANKING SERVICE, REGARDLESS OF THE FORM OF ACTION OR CLAIM (WHETHER CONTRACT, TOTR, STRICT LIABILITY OR OTHERWISE), EVEN IF WE OR ANY THIRD PARTY SERVICE PROVIDER HAVE BEEN INFORMED OF THE POSSIBILITY THEREOF, EXCEPT AS OTHERWISE PROVIDED BY LAW. YOU ACKNOWLEDGE THAT, IN PROVIDING THE SERVICE, THE BANK MAY UTILIZE AND RELY ON CERTAIN THIRD PARTY SERVICE PROVIDERS TO PROVIDE SERVICES TO THE BANK. YOU FURTHER ACKNOWLEDGE AND AGREE THAT YOUR RIGHTS UNDER THIS AGREEMENT SHALL BE SOLELY AND EXCLUSIVELY AGAINST THE BANK, AND YOU SHALL HAVE NO RIGHT OR RECOURSE AGAINST ANY THIRD-PARTY SERVICE PROVIDER HEREUNDER WHATSOEVER, AND YOU HEREBY WAIVE ANY AND ALL SUCH RIGHTS OR RECOURSE, DIRECTLY OR INDIRECTLY, AGAINST ANY THIRD-PARTY SERVICE PROVIDER.

Limitation of Liability. Except as otherwise provided under Applicable Law or in this AgreementThe manufacturer’s total, our complete and exclusive liability to you in connection with the Service will hereunder shall be limited to the actual Losses sustained by you, replacement of defective product as provided herein and only to the extent such losses are a direct result of our gross negligence, willful misconduct, or bad faith. IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, INDIRECT, OR PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF YOU ADVISE US OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE SERVICE INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES, LOST EARNINGS OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS, OR FOR ANY INDEMNIFICATION CLAIM, WHETHER CONTRACTUAL, EQUITABLE OR OTHER, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTED. Except to the extent otherwise required or provided in this Agreement or by Applicable Law, our aggregate liability to you for all Losses incurred in connection with any single claim shall not exceed the amount equal value of the defective product furnished. Purchaser and end-user waive all other remedies, warranties and liabilities of any kind, express or implied, whether arising by operation of law or otherwise. THE MANUFACTURER SHALL NOT BE LIABLE FOR LOSS OF PROFITS, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES UNDER THIS LIMITED WARRANTY OR FROM ANY CAUSE WHATSOEVER, WHETHER BASED UPON WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE. The manufacturer shall be entitled to legal fees, costs and expenses in defending and enforcing this clause against purchaser, end-user and others. This warranty gives you specific legal rights, and you may also have other rights which vary from state to state. Some states do not allow limitations on how long an implied warranty lasts and some states do not allow the monthly billing exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you. If you for experience any problem with The manufacturer products, please contact the Service over contractor who installed the six (6) month period immediately preceding material to help identify whether the date on which problem is related to manufacturing, installation or maintenance. Retain all information and documents until the damage or injury giving rise to such claim problem is alleged resolved. If the problem is manufacturing related and you are not satisfied with the contractor’s response, please notify in writing the manufacturer’s technical services and explain the problem thoroughly. After the manufacturer is so notified, the manufacturer reserves the right to have occurredan authorized manufacturer representative inspect and verify the defect to determine whether replacement will be provided under the terms of this limited warranty. You agree and acknowledge that If The manufacturer disagrees with the limitations claim, the manufacturer reserves the right to submit the matter to arbitration by a qualified disinterested third party. This limited warranty may not be extended, altered or waived except in writing signed by any authorized officer of liability set forth in this section and the indemnification obligations set forth below, as well as elsewhere in this Agreement, represent a bargained manufacturer. Any action for allocation breach hereunder must be commenced within one year after the cause of risk and liability, and the parties agree to respect such allocation of risk and liability. You acknowledge and agree that we would not enter into this Agreement without the limitations of liability and indemnification obligations set forth in this Agreementaction has accrued. The limitations limitation of liability contained in remedies and limitation of liabilities under this Agreement shall survive the termination of this Agreement.limited

Limitation of Liability. Except as otherwise provided under Applicable Law or in this Agreement, our liability JMMB Bank (T&T) Limited will make reasonable efforts to you in connection with the Service ensure full performance of JMMB BANK NET services. JMMB Bank (T&T) Limited will be responsible for acting only on those instructions sent through JMMB BANK NET, which are actually received. JMMB Bank (T&T) Limited does not assume responsibility or liability for malfunctions for whatever reason in communications or facilities not under its control that may affect the accuracy or timeliness of messages you send. JMMB Bank (T&T) Limited is not responsible for any losses or delays in transmission of instruct ions arising out of the use of an Access Service Provider or caused by any browser software. JMMB Bank (T&T) Limited is not responsible should you give incorrect instructions or if your payment instructions are not given sufficiently in advance to allow for timely payment. Any information you receive from JMMB Bank (T&T) Limited is believed to be reliable. However, it can only be provided on a best effort basis for your convenience and is not guaranteed. JMMB Bank (T&T) Limited is not liable for any deficiencies in the accuracy, completeness, availability or timeliness of such information or for any investment or other decision made using this information. JMMB Bank (T&T) Limited is not responsible for system disruptions or unavailability of the Services including but not limited to the actual Losses sustained disruptions caused by youany computer virus or related problems. NEITHER JMMB BANK (T&T) LIMITED, and only to the extent such losses are a direct result of our gross negligenceNOR ANY OTHER INFORMATION PROVIDER, willful misconduct, or bad faith. IN NO EVENT WILL WE BE LIABLE FOR MAKES ANY CONSEQUENTIAL, EXEMPLARY, INDIRECT, EXPRESS OR PUNITIVE DAMAGES IMPLIED WARRANTIES CONCERNING INTERNET BANKING SOFTWARE OR LOST PROFITS, EVEN IF YOU ADVISE US OF THE POSSIBILITY OF SUCH DAMAGES SERVICES OR LOSSES. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE SERVICE BROWSERS INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEESANY WARRANTIES OF MERCHANTABILITY, LOST EARNINGS FITNESS FOR A PARTICULAR PURPOSE OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS, OR FOR ANY INDEMNIFICATION CLAIM, WHETHER CONTRACTUAL, EQUITABLE OR OTHER, REGARDLESS NON-INFRINGEMENT OF WHETHER THE LIKELIHOOD OF THIRD PARTY PROPRIETARY RIGHTS UNLESS DISCLAIMING SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN WARRANTIES IS PROHIBITED BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTEDLAW 16. Except to the extent otherwise required or provided in this Agreement or by Applicable Law, our aggregate liability INDEMNITY JMMB Bank (T&T) Limited will not be liable to you for all Losses incurred any loss or damage whatsoever or for any disclosure of information arising from a transaction made on your account(s) and you shall indemnify JMMB Bank (T&T) Limited fully for same, by the use of any of JMMB BANK NET services where  you do not have adequate money in connection with any single claim shall the account to complete the transaction, or where the account specified has been closed;  you have failed to give complete, correct or current instructions for a transfer of funds or bill payment;  you have not exceed given the amount equal to the monthly billing to you instructions of transfer or bill payment within sufficient time for the Service over payee to be credited by the six (6time the money is due;  you allege that you did not carry out the instruction and your password(s) month period immediately preceding the date on and/or security question was compromised;  withdrawals from specified accounts have been prohibited by court order;  a stop payment cannot be completed due to presentment already made and of which the damage or injury giving rise a report as to such claim presentment being stated by JMMB Bank (T&T) Limited is alleged conclusive evidence;  JMMB Bank (T&T) Limited reasonably believes that the transaction may be contrary to have occurredlegislation or rule of law;  any transaction is not processed due to bank or public holidays, however scheduled;  fluctuations in exchange rates published after sending your instructions. You agree to settle any dispute or difference arising out of this Agreement between yourself and acknowledge JMMB Bank (T&T) Limited. If this is not successful, you agree that the limitations dispute will be submitted to the Banking Ombudsman’s Office of liability set forth in this section Trinidad and the indemnification obligations set forth below, as well as elsewhere in this Agreement, represent a bargained for allocation of risk and liability, and the parties agree to respect such allocation of risk and liability. You acknowledge and agree that we would not enter into this Agreement without the limitations of liability and indemnification obligations set forth in this Agreement. The limitations of liability contained in this Agreement shall survive the termination of this AgreementTobago.

Limitation of Liability. Except as otherwise provided under Applicable Law or in Your exclusive remedy and our entire liability, if any, for any claims arising out of these Terms and Conditions and your use of this Agreement, our liability to you in connection with the Service will Site shall be limited to the actual Losses sustained by youamount you paid to the us for your subscription during the one (1) month period before the act giving rise to the liability. Any cause of action or claim you may have with respect to TapToBook must be commenced within one (1) year after the claim or cause of action arises. If any action in law or in equity is necessary to enforce the terms of these Terms and Conditions and/or our Privacy Policy, the prevailing party will be entitled to reasonable fees of attorneys, accountants, and only other professionals, and costs and expenses in addition to the extent any other relief to which such losses are a direct result of our gross negligence, willful misconduct, or bad faithprevailing party may be entitled. IN NO EVENT WILL SHALL WE OR OUR PARTNERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIALSPECIAL, EXEMPLARYPUNITIVE, INDIRECTINCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR PUNITIVE ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR LOST PROFITS, EVEN IF YOU ADVISE US WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR LOSSES. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE SERVICE USE OF THIS SITE OR OF ANY WEBSITE REFERENCED OR LINKED TO FROM THIS SITE. FURTHER, WE SHALL NOT BE LIABLE IN ANY WAY FOR THIRD PARTY GOODS AND SERVICES OFFERED THROUGH THIS SITE OR FOR ASSISTANCE IN CONDUCTING COMMERCIAL TRANSACTIONS THROUGH THIS SITE, INCLUDING, BUT WITHOUT LIMITATION, THE PROCESSING OF ORDERS. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES; CONSEQUENTLY, THE ABOVE LIMITATIONS MAY NOT LIMITED TOAPPLY TO YOU. You understand and agree that the Partner listed as the provider of the products or service specified in the order is (a) solely responsible or redeeming the order; (b) fully responsible for all products and services it provides to you, ATTORNEYS’ FEESand (c) liable for all damages or losses arising out of the goods or services provided. You further acknowledge and agree that TapToBook is not responsible for (a) any price adjustments made by a Partner related to an order, LOST EARNINGS OR PROFITSor an appointment time or a merchant product or service, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTSand (b) any claims for injuries, OR FOR ANY INDEMNIFICATION CLAIMillnesses, WHETHER CONTRACTUALdamages, EQUITABLE OR OTHERliabilities and costs (“Liabilities”) that you may suffer, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIMdirectly or indirectly, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASISin full or in part, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTEDwhether related to an opening or any services. Except While TapToBook facilitates transactions between Users and Partners, it does not control—and is not liable or responsible for—the quality, safety, lawfulness or availability of the products or services offered via the Services or the ability or inability of the Partner to complete a sale or the ability of Users to complete a purchase. User acknowledges and agrees that it is fully assuming the risks of any bookings and purchases in connection with using the Services, and that it is fully assuming the risks of liability or harm of any kind in connection with subsequent activity relating to the extent otherwise required Services that are the subject of bookings using the TapToBook Services. Each User agrees that TapToBook shall not be liable or provided in this Agreement responsible for any damages, claims, liabilities, costs, xxxxx, inconveniences, business disruptions or by Applicable Law, our aggregate liability to you for all Losses incurred expenditures of any kind that may arise as result of or in connection with any single claim shall not exceed of the amount equal to the monthly billing to you for the Service over the six (6) month period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurred. You agree and acknowledge that the limitations of liability set forth in this section and the indemnification obligations set forth below, as well as elsewhere in this Agreement, represent a bargained for allocation of risk and liability, and the parties agree to respect such allocation of risk and liability. You acknowledge and agree that we would not enter into this Agreement without the limitations of liability and indemnification obligations set forth in this Agreement. The limitations of liability contained in this Agreement shall survive the termination of this Agreementforegoing risks.

Limitation of Liability. Except For any breach of these Terms, or of any Contract, Seller's sole and exclusive maximum liability shall not in any event exceed the total purchase price of the Products or Services ordered by Customer. In no event shall Seller be liable for any damages resulting from loss of data, or use, lost profits, loss of anticipated savings or any incidental or consequential damages whatsoever. These limitations will apply regardless of the form of action whether under statute, in contract tort, including negligence or any other form of action. SOME COUNTRIES, TERRITORIES, LOCALITIES OR STATES, AS APPLICABLE, DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SUCH LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IT IS APC'S INTENT TO MAKE SUCH LIMITATIONS AND EXCLUSIONS IN THESE TERMS AND CONDITIONS TO THE FULLEST EXTENT ALLOWED UNDER ANY APPLICABLE LAW. Return To Top RETURNS NON-WARRANTY RETURNS - Only returns from APC's factory store, demo store, or APC Personal Page store are accepted - Must be returned within 30 days from the ship date - Please call 000-000-0000 to process a return - Refunds with a 15% restocking fee are processed 7-10 business days upon receiving the returned product NON-WARRANTY RETURNS. APC accepts non-warranty returns of all items except for opened software products under the following circumstances: APC will accept returns within 30 days from the day the order is shipped. Only returns with a Credit Material Authorization "CMA" number will be accepted. A 15% restocking fee will applied to all returns. To obtain a CMA number you must speak with an APC representative at the numbers listed below under "Customer Service." Shipping and handling charges are not refundable. No returns will be accepted after 30 days. Please note that we can process refunds only for items purchased directly from APC’s factory store, demo store, personal page stores and any other store that is available in North America at xxxx://xxxxxxxx.xxxx.xxx. Please return items in as-new condition, disassembled, in original packaging with the packing slip, all warranty cards, UPC tags, manuals and accessories. Failure to do so will result in the product being returned to you and no credit issued. Receive A Refund. Once the return is received, please allow 7-10 business days for the credit to appear on your account. The credit will be issued to the credit card used for the purchase minus any Collection fees or Restocking fees if applicable. We cannot provide refunds for opened, non-defective software. NO WARRANTY CD THAT HAS BEEN OPENED WILL BE ACCEPTED FOR RETURN. Return To Top WARRANTY RETURNS APC accepts warranty returns of all items within the standard factory warranty period applicable under the following circumstances: You must contract APC by any of the methods given below in Customer Service and APC provide you with an RMA ("Return Material Authorization") number. When returning the Product the Customer shall return the Products to Seller in their original and unmarked packaging together with details of the RMA number and the Customer's name and address. Use all packaging that was originally supplied. The shipping company authorized to collect the product will provide a label clearly displaying your RMA details. Do NOT write directly on the box/packaging with pen/ink. Securely seal the packaging using similar method to the original delivery. Defective software may be returned within 30 days for replacement only. The replacement product must be the same title and version as otherwise provided under Applicable Law the original product ordered. We must receive the return within 30 days after you receive your RMA number. The RMA number will expire on the 31st day after it was issued, at which time any returned product/s will be refused. Please note that we can refund shipping costs only if the return is a result of our error. No warranty CD that has been opened will be accepted for return. Customer Service: For customer service, please click on Contact Information Page (Web Link) or in call North America - (800)800-4APC, (0-000-000-0000) 8AM- 8PM EST. Order inquiry, cancellation, etc. Product questions before you buy. CMA numbers. RMA numbers Technical Support: For best service, call us at (000)000-0XXX, (0-000-000-0000) 8AM-8PM EST / or submit your questions to Technical Support (Web Link) . Return To Top GENERAL Dispute Resolution. THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL NOT BE GOVERNED BY THE PROVISIONS OF THE 1980 UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS. ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PREEXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, COMMON LAW, INTENTIONAL TORT AND EQUITABLE CLAIMS) AGAINST APC, its agents, employees, successors, assigns or affiliates (collectively for purposes of this paragraph, "APC") arising from or relating to this Agreement, our liability its interpretation, or the breach, termination or validity thereof, the relationships which result from this Agreement (including, to you the full extent permitted by applicable law, relationships with third parties who are not signatories to this Agreement), APC's advertising, or any related purchase SHALL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION PROVIDED, HOWEVER, THAT THIS BINDING ARBITRATION REQUIREMENT DOES NOT APPLY TO CLAIMS AGAINST APC ARISING UNDER THE APPLICABLE WRITTEN WARRANTY. SUCH CLAIMS MAY BE PURSUED IN ANY COURT OF COMPETENT JURISDICTION. NORTH AMERICA: Arbitration shall be Administered By The National Arbitration Forum (NAF) under its Code of Procedure then in connection with effect (available via the Service Internet at http.//xxx.xxx-xxxxx.xxx, or via telephone at 0-000-000-0000). The arbitration will be limited solely to the actual Losses sustained by youdispute or controversy between Customer and APC. Any award of the arbitrator(s) shall be final and binding on each of the parties, and only may be entered as a judgment in any court of competent jurisdiction. Information may be obtained and claims may be filed with the NAF at P.O. Box 50191, Minneapolis, MN 55405. Customer may not assign or transfer its rights or obligations under any Contract to the extent such losses are a direct result of our gross negligence, willful misconduct, or bad faith. IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, INDIRECT, OR PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF YOU ADVISE US OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE SERVICE INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES, LOST EARNINGS OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS, OR FOR ANY INDEMNIFICATION CLAIM, WHETHER CONTRACTUAL, EQUITABLE OR OTHER, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTED. Except to the extent otherwise required or provided in this Agreement or by Applicable Law, our aggregate liability to you for all Losses incurred in connection with any single claim shall not exceed the amount equal to the monthly billing to you for the Service over the six (6) month period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurred. You agree and acknowledge that the limitations of liability set forth in this section and the indemnification obligations set forth below, as well as elsewhere in this Agreement, represent a bargained for allocation of risk and liability, and the parties agree to respect such allocation of risk and liability. You acknowledge and agree that we would not enter into this Agreement third party without the limitations of liability Seller's prior written approval. Information Privacy. To protect your privacy, data on forms with credit card information are transmitted using 128-bit SSL encryption, providing you have that security capability available and indemnification obligations set forth in this Agreementenabled on your browser. The limitations of liability contained in this Agreement shall survive the termination of this AgreementAPC's policy on privacy can be found at xxxx://xxx.xxxx.xxx/corporate/legal/privacy.cfm.

Limitation of Liability. Except as otherwise provided under Applicable Law or in this Agreement, our liability to you in connection with the Service We will not be limited to the actual Losses sustained by you, and only to the extent such losses are a direct result of our gross negligence, willful misconduct, or bad faith. IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, INDIRECT, OR PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF YOU ADVISE US OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE SERVICE INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES, LOST EARNINGS OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS, OR FOR ANY INDEMNIFICATION CLAIM, WHETHER CONTRACTUAL, EQUITABLE OR OTHER, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTED. Except to the extent otherwise required or provided in this Agreement or by Applicable Law, our aggregate liability liable to you for all Losses any direct or indirect losses, damages or costs or expenses incurred or suffered by you as a result of or in connection with any single claim service that we provide to you hereunder unless arising directly from our negligence, wilful default or fraud (or that of our directors, officers or employees). In no circumstances will we have any liability for consequential or special damages, loss of profit or loss of goodwill, howsoever arising. Nothing in this agreement will limit or exclude our liability for death or personal injury resulting from our negligence. Nothing in this agreement shall limit or exclude our duty or liability that we may have to you under the regulatory system as defined in the FCA rules. OUR REMUNERATION We do not exceed earn commission when placing your Surety Bond(s) with insurers. We may charge you a fee for acting as your insurance intermediary. That fee will be disclosed to you separately to any premium you are required to pay. You will agree that fee before it is charged to you. In the amount equal event that we or you terminate this agreement and our relationship with you as your insurance intermediary, we will still be entitled to charge a fee for the services we have provided up until such termination. CLIENT MONEY DISCLOSURES Client money is any premium, refund or claims money that we receive and hold on your behalf in the course of arranging or administering insurance. We will hold such money in accordance with FCA client money rules. RiskTransfer We have agreements with most insurers to which we place business to permit us to receive and hold client money on a risk transfer basis. This means we will receive and handle premiums, refunds and claims monies as agent of the insurer Trust Account (‘Client Account’) We will provide protection for client money by holding all client money in a general Client Account that is a Trust account set up and controlled in compliance with the FCA’s Client Assets Rules (CASS). This is completely segregated from our own money and there are strict regulatory controls on us to maintain solvency of the Client Account and to conduct a regular reconciliation of the account. Use of Third Parties We will inform you if we intend to use any third party, such as another broker, to arrange a policy on your behalf or transfer your money to insurers. Where this involves another person outside the UK, a different legal and regulatory regime may apply and money may be treated in a different manner. Please advise us if you do not wish for your policy(ies) to be arranged with a particular third party or money passed to a person in a particular jurisdiction. Segregationof Designated Investments Although we pay client money into a Trust bank account, we may also arrange to invest client money in separate designated investments permitted under FCA rules. If we do this we will be responsible for meeting any shortfall in our client money resource which is attributable to any shortfall in market value ofsuch investment. Interest on client money Any interest earned on client money held by us and any investment returns on any segregated designated investments will be retained by us. Tax Dependant upon the transaction, we may administer the payment of applicable taxes whether due from you or insurers to the monthly billing appropriate tax authorities. In doing so we only undertake this role as an insurance intermediaryand we cannot advise on the validity of any tax payment. Accordingly, whilst we exercise reasonable care in relation to such payments, we do not accept responsibility for administration without specific instructions from you or insurers. We therefore request that if you have specific instructions relating to the payment or administration of applicable taxes, you confirm those instructions in writing. MONEY LAUNDERING We are obliged to take reasonable steps to safeguard our company and our clients against the risk of financial crime. To help us achieve this we may need to ask you to provide us with additional information relating to any insurance transactions you ask us to undertake on your behalf. DATA PROTECTION & CONFIDENTIALITY All personal data or other information we receive from you is treated as confidential and is only used for the purpose of underwriting, policy administration, claims handling, complaints handling, sanctions checking and fraud prevention, We collect and process these details as necessary for performance of our contract of insurance with you or complying with our legal obligations, or otherwise in our legitimate interests in managing our business and providing our products and services. These activities may include disclosure of information about you and your insurance cover to companies within the XX Xxxxx group of companies or to our service providers and agents in order to administer and service your insurance cover or otherwise as required or permitted by law. Any agreement that we have with our service providers will cover data processing to ensure that your data is properly protected. Under the Data Protection legislation you are entitled to request a copy of the personal data we hold about you by writing to the Company Secretary at our registered address: The Leadenhall Building, 000 Xxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX COMPLAINTS We take complaints made against us very seriously and maintain a procedure to ensure that complaints are dealt with promptly and fairly. If you wish to register a complaint, please notify the Complaints Representative of IRS at the following address 5th Floor City Gate East Tollhouse Hill Nottingham NG1 5FS Tel: 0000 0000000 Email: XXXxxxxxxxxxx@xxxxxxxxxxxx.xxx If we cannot resolve your complaint straight away, we will acknowledge its receipt promptly and arrange for a senior manager to investigate the matter and provide you with a response. If your complaint is not resolved to your satisfaction or if you are unhappy with the way in which your complaint has been handled, you may be eligible to refer the matter to the Financial Ombudsman Service over (FOS). Details of how to contact the six (6) month period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurred. You agree and acknowledge that the limitations of liability set forth in this section FOS and the indemnification obligations set forth below, as well as elsewhere in this Agreement, represent a bargained for allocation applicable eligibility rules can be found at xxx.xxxxxxxxx-xxxxxxxxx.xxx.xx. We will send you details of risk and liability, how to refer to the FOS when we send you your final written response or at 8 weeks after receipt of your complaint (whichever occurs first). FINANCIAL SERVICES COMPENSATION SCHEME You may be entitled to compensation from the Financial Services Compensation Scheme (FSCS). Details of FSCS and the parties agree circumstances in which you may be entitled to respect such allocation of risk and liability. You acknowledge and agree that we would not enter into this Agreement without compensation can be found on the limitations of liability and indemnification obligations set forth in this Agreement. The limitations of liability contained in this Agreement shall survive the termination of this Agreement.FSCS website: xxx.xxxx.xxx.xx

Limitation of Liability. Except As much faith as otherwise provided under Applicable Law or we have in this Agreementour Service, our liability to you in connection with there is always the possibility that things don’t work as they are supposed to. In the unfortunate event that the Service will would not work or any content may be limited to the actual Losses sustained by youlost, please accept our sincerest apologies. We certainly understand that it is unfortunate and only to the extent such losses are a direct result of our gross negligenceinconvenient. Unfortunately, willful misconductTO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, or bad faithWE CANNOT ACCEPT ANY LIABILITY FOR ANY DAMAGES INCURRED AS A RESULT OF YOUR USE OF THE SERVICES. IN NO ANY EVENT WILL WE BE ARE NOT LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, INDIRECT, OR PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF YOU ADVISE US OF AMOUNTS EXCEEDING THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR FEES PAID IN CONNECTION WITH THE SERVICE INCLUDINGSERVICES. IF ANY LIMITATION ON REMEDIES, BUT NOT LIMITED TODAMAGES OR LIABILITY IS PROHIBITED OR RESTRICTED BY LAW, ATTORNEYS’ FEESSAUERMANN SHALL REMAIN ENTITLED TO THE MAXIMUM DISCLAIMERS AND LIMITATIONS AVAILABLE AT LAW. Formal Communication From time to time, LOST EARNINGS OR PROFITSwe may update these Terms. If we do, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTSwe will do this by Formal Communication. If we make a major change in the important points of these Terms (material change), OR FOR ANY INDEMNIFICATION CLAIM, WHETHER CONTRACTUAL, EQUITABLE OR OTHER, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTED. Except we may alert you to the extent otherwise required changes in a more prominent way. For example, we may temporarily highlight the new or provided revised sections in this Agreement these Terms, temporarily post a prominent notice on the Website or by Applicable Lawregistration/login page, our aggregate liability to you for all Losses incurred in connection with any single claim shall not exceed or temporarily add the amount equal word «Updated» to the monthly billing title of these Terms and/ or any hypertext links pointing to these Terms. In some instances, we may also send you an e-mail message or other communication telling you about the changes and any choices you may have or actions you can take before they go into effect. Your inaction or continued use of the Services, including access of the Website, after any such alerts or notices, or your acceptance of any changes for the Service over the six (6) month period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurred. You agree and acknowledge we require your prior approval, will tell us that the limitations of liability set forth in this section and the indemnification obligations set forth below, as well as elsewhere in this Agreement, represent a bargained for allocation of risk and liability, and the parties you agree to respect such allocation these changes. Assignment and severability These terms of risk use and liabilityyour rights and obligations under these Terms of Use are not assignable. You acknowledge If any provision of these terms of use is held to be invalid, illegal or unenforceable for any reason by any court or other competent body then the remaining provisions shall remain in full force and agree that we would not enter into this Agreement without the limitations of liability and indemnification obligations set forth in this Agreement. The limitations of liability contained in this Agreement shall survive the termination of this Agreementeffect.

Limitation of Liability. Except as otherwise provided 7.1. AgencyZOOM’s aggregate liability under Applicable Law or in this Agreement, our liability Agreement and related to you in connection with the Service will Product shall be limited to the actual Losses sustained amount received by you, and only AgencyZOOM from Agent for the Product in the thirty (30) day period immediately preceding the event giving rise to the extent initial claim and in no event shall AgencyZOOM’s aggregate liability related to the Agreement or the Product exceed such losses are a direct result of our gross negligenceamount; NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, willful misconduct, or bad faith. IN NO EVENT WILL WE SHALL AGENCYZOOM BE LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY, INDIRECT, OR PUNITIVE THIRD PARTY AND/OR END USER DAMAGES OR LOST PROFITSCLAIMS, EVEN IF YOU ADVISE US OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE SERVICE INCLUDING, INCLUDING BUT NOT LIMITED TO, ATTORNEYS’ FEESLOSS OF REVENUE, LOSS OF BUSINESS, LOST EARNINGS OR SALES, LOST PROFITS, LOST SAVINGS, LOST PRODUCTIVITY, LOSS OF DATA, AND LOSS FROM INTERRUPTION OF BUSINESS, DAMAGES DUE TO LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTSDISCLOSURE OF DATA OR OTHER INFORMATION, INADVERTENT OR FOR ANY INDEMNIFICATION CLAIMOTHERWISE, WHETHER CONTRACTUALINACCURACY, EQUITABLE THE DELAY OR OTHERINABILITY TO USE THE PRODUCT, IN EACH CASE EVEN IF PREVIOUSLY ADVISED OF THE POSSIBILITY AND REGARDLESS OF WHETHER THE LIKELIHOOD FORM OF SUCH CLAIMACTION IS IN CONTRACT, LOSS TORT, OR DAMAGE WAS KNOWN BY US AND REGARDLESS OTHERWISE IN CONNECTION WITH AGENCYZOOM’S PERFORMANCE OF THE BASISITS OBLIGATIONS HEREUNDER. All other terms of this Agreement notwithstanding and without limiting the forgoing sentence or the warranty disclaimers contained herein, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTED. Except AgencyZOOM shall not be liable for any failure to the extent otherwise required or provided in perform any obligation under this Agreement or the failure of the Product if such failure is caused by Applicable Lawthe occurrence of any contingency beyond the reasonable control of AgencyZOOM (a “Force Majeure Event”), our aggregate liability to you for all Losses incurred including but not limited to, fire, flood, strike, power outage, Internet outage, industrial disturbance, disruption, termination, or availability or reduction of services or products provided by third parties, denial of service attack, war, riot, insurrection, acts of God, acts of civil or military authority, or changes in connection with any single claim shall not exceed the amount equal to the monthly billing to you for the Service over the six (6) month period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurred. You agree and acknowledge that the limitations availability of liability set forth in this section and the indemnification obligations set forth below, as well as elsewhere in this Agreement, represent a bargained for allocation of risk and liability, and the parties agree to respect such allocation of risk and liability. You acknowledge and agree that we would not enter into this Agreement without the limitations of liability and indemnification obligations set forth in this Agreement. The limitations of liability contained in this Agreement shall survive the termination of this Agreementthird party platforms or APIs.

Limitation of Liability. Except as In no event will the aggregate liability of either party, together with any of its Affiliates, arising out of or related to any Purchased Offering exceed the total amount paid by the Ordering Activity to Splunk for that Purchased Offering in the twelve (12) months preceding the first incident out of which liability arose For the avoidance of doubt, the foregoing limitation will not limit your obligations under the “Payment” section above, and will not be deemed to limit your rights to any service level credits under any applicable Service Level Schedule. Furthermore, the cap above will not be deemed to limit Splunk’s right to recover amounts for your use of an Offering in excess of the Capacity purchased or use outside of Internal Business Purposes. In no event will either party or its Affiliates have any liability arising out of or related to these General Terms for any lost profits, revenues, goodwill, or indirect, special, incidental, consequential, cover, business interruption or punitive damages. The foregoing limitations will apply whether the action is in contract or tort and regardless of the theory of liability, even if a party or its Affiliates have been advised of the possibility of such damages or if a party’s or its Affiliates’ remedy otherwise provided under Applicable Law fails of its essential purpose. The limitation of liability herein will not apply to a party’s infringement of the other party’s intellectual property rights, indemnification obligations, Customer’s breach of sections 7(i), 16(E), or in this Agreement16(F), our liability to you in connection with or the Service fraud, gross negligence or willful misconduct of a party. The foregoing disclaimers of damages will be limited also not apply to the actual Losses sustained extent prohibited by law. Some jurisdictions do not allow the exclusion or limitation of certain damages. To the extent such a law applies to you, some or all of the exclusions or limitations set forth above may not apply to you, and only to the extent such losses are a direct result of our gross negligence, willful misconduct, or bad faithyou may have additional rights. IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, INDIRECT, OR PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF YOU ADVISE US THIS AGREEMENT ESTABLISHES LIMITATIONS ON THE LIABILITY OF THE POSSIBILITY PARTIES. NOTHING IN THESE GENERAL TERMS SHALL IMPAIR THE U.S. GOVERNMENT’S RIGHT TO RECOVER AGAINST THE PRIME CONTRACTOR FOR FRAUD OR CRIMES ARISING OUT OF SUCH DAMAGES OR LOSSESRELATED TO THIS CONTRACT UNDER ANY FEDERAL FRAUD STATUTE, INCLUDING THE FALSE CLAIMS ACT, 31 U.S.C. 3729-3733. FURTHERMORE, THIS CLAUSE SHALL NOT IMPAIR NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR PREJUDICE THE U.S. GOVERNMENT’S RIGHT TO EXPRESS REMEDIES PROVIDED IN CONNECTION WITH THE SERVICE INCLUDINGGSA SCHEDULE CONTRACT (E.G., BUT NOT LIMITED TOCLAUSE 552.238-75 – PRICE REDUCTIONS, ATTORNEYS’ FEESCLAUSE 52.212-4(H) – PATENT INDEMNIFICATION, LOST EARNINGS OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS, OR FOR ANY INDEMNIFICATION CLAIM, WHETHER CONTRACTUAL, EQUITABLE OR OTHER, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTED. Except to the extent otherwise required or provided in this Agreement or by Applicable Law, our aggregate liability to you for all Losses incurred in connection with any single claim shall not exceed the amount equal to the monthly billing to you for the Service over the six (6) month period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurred. You agree and acknowledge that the limitations of liability set forth in this section and the indemnification obligations set forth below, as well as elsewhere in this Agreement, represent a bargained for allocation of risk and liability, and the parties agree to respect such allocation of risk and liability. You acknowledge and agree that we would not enter into this Agreement without the limitations of liability and indemnification obligations set forth in this Agreement. The limitations of liability contained in this Agreement shall survive the termination of this AgreementGSAR 552.215-72 – PRICE ADJUSTMENT – FAILURE TO PROVIDE ACCURATE INFORMATION).

Limitation of Liability. Except It is understood and agreed by and between the parties hereto that the inspector is not an insurer, that the payment for the subject inspection is based solely on the value of the service provided by the inspector in the performance of a limited visual inspection of the general condition of the structure’s system and components as otherwise provided described above. The inspection cannot be expected to uncover all defects or deficiencies and that it is impracticable and extremely difficult to fix the actual damages, if any, which may result from a failure to perform such services. Client acknowledges and agrees that any omission of a defect or deficiency on the report will not be construed as a representation that the defect or deficiency does not exist. THIS LIMITATION ON LIABILITY APPLIES EVEN IF THE DAMAGE, LOSS OR INJURY ARIES OUT OF NEGLIGENCE OF THE INSPECTOR. In the event the inspector fails to fulfill the obligations under Applicable Law this agreement, Client’s exclusive remedy at law or in equity against inspector is limited to a maximum recovery of damages equal to the inspection fee paid herein. This limitation of liability applies to anyone, including client, who is damaged or has to pay expenses of any kind, including attorney fees and costs, because of mistakes or omissions by inspector in this Agreementinspection or report. It is understood and agreed by and between the parties of this agreement that the production of a written inspection report by either paper and / or computer generated email, our that due to the limited nature of this inspection, the client and company agrees that in the event that company breaches its obligation or duty to perform such services and Client is thereby damaged, then the liability to you in connection with the Service will of Company (including it’s officers, agents and employees) shall be limited to the actual Losses sustained by you, and only to the extent such losses are a direct result of our gross negligence, willful misconduct, or bad faith. IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, INDIRECT, OR PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF YOU ADVISE US OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE SERVICE INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES, LOST EARNINGS OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS, OR FOR ANY INDEMNIFICATION CLAIM, WHETHER CONTRACTUAL, EQUITABLE OR OTHER, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTED. Except to the extent otherwise required or provided in this Agreement or by Applicable Law, our aggregate liability to you for all Losses incurred in connection with any single claim shall not exceed the amount sum equal to the monthly billing to you amount of the fee paid by the customer for the Service over inspection and report and this liability shall be exclusive. Client assumes the six (6) month period immediately preceding risk of losses greater than the date on which refund of the damage or injury giving rise to such claim is alleged to have occurredfee paid herein. You agree and acknowledge Client acknowledges that the limitations this limitation of liability set forth is reasonable in this section and view of the indemnification obligations set forth below, as well as elsewhere relatively small fee that inspector charges for making the inspection when compared with the potential of exposure that inspector might otherwise incur in this Agreement, represent a bargained for allocation the absence of risk and such limitation of liability, and the parties agree to respect such allocation of risk and liability. You acknowledge and agree that we would not enter into this Agreement without the limitations of liability and indemnification obligations set forth in this Agreement. The limitations of liability contained in this Agreement shall survive the termination of this Agreement.

Limitation of Liability. Except as otherwise provided under Applicable Law or IN NO EVENT SHALL THE LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE LOSSES OR DAMAGES OF ANY KIND WHATSOEVER AND HOWSOEVER CAUSED, WHETHER ARISING UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, INCLUDING (WITHOUT LIMITATION) LOSS OF PRODUCTION, LOSS OF OR CORRUPTION TO DATA, LOSS OF PROFITS OR OF CONTRACTS, LOSS OF OPERATION TIME AND LOSS OF GOODWILL OR ANTICIPATED SAVINGS. The parties acknowledge that they have relied upon the limitations set forth in this AgreementClause in determining whether to enter into this agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY, our liability THE TOTAL DOLLAR LIABILITY OF EITHER PARTY UNDER THIS AGREEMENT OR OTHERWISE SHALL BE LIMITED TO THE LICENSE FEES PAID BY LICENSEE TO LICENSOR AND DETAILED IN APPENDIX 1 OF THIS AGREEMENT. TERM AND TERMINATION The term of this agreement shall begin on the Effective Date and shall continue until the License End Date. The License granted pursuant to you Clause 3.1 of this Agreement can be terminated by the Licensor with a written notice upon the occurrence of any one of the following events: the Licensee or any of its Affiliates breaches any of the terms hereof or uses the Programs outside the scope of the license granted hereunder; or the Licensee fails to fulfill its commercial obligations under this agreement. None of the parties shall have the right to recover damages or to indemnification of any nature, whether by way of lost profits, expenditures for promotion, payment for goodwill or otherwise made in connection with the Service will be limited to the actual Losses sustained business contemplated by you, and only to the extent such losses are a direct result of our gross negligence, willful misconduct, or bad faith. IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, INDIRECT, OR PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF YOU ADVISE US OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE SERVICE INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES, LOST EARNINGS OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS, OR FOR ANY INDEMNIFICATION CLAIM, WHETHER CONTRACTUAL, EQUITABLE OR OTHER, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTED. Except to the extent otherwise required or provided in this Agreement or by Applicable Law, our aggregate liability to you for all Losses incurred in connection with any single claim shall not exceed the amount equal to the monthly billing to you for the Service over the six (6) month period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurred. You agree and acknowledge that the limitations of liability set forth in this section and the indemnification obligations set forth below, as well as elsewhere in this Agreement, represent a bargained for allocation of risk and liability, and due to the parties agree to respect such allocation of risk and liability. You acknowledge and agree that we would not enter into this Agreement without the limitations of liability and indemnification obligations set forth in this Agreement. The limitations of liability contained in this Agreement shall survive the expiration or permitted or lawful termination of this Agreement. EACH PARTY WAIVES AND RELEASES THE OTHER FROM ANY CLAIM TO COMPENSATION OR INDEMNITY FOR THE TERMINATION OF THE BUSINESS RELATIONSHIP UNLESS TERMINATION IS IN MATERIAL BREACH OF THIS AGREEMENT. CLAUSES 3, 7 AND 8 WILL SURVIVE THE TERMINATION OF THE AGREEMENT. FORCE MAJEURE Neither party shall be liable to the other for delays or failures in performance resulting from causes beyond the reasonable control of that party, including, but not limited to, acts of God, labor disputes or disturbances, material shortages or rationing, riots, acts of war, governmental regulations, communication or utility failures, or casualties.

Limitation of Liability. Except We strive to constantly improve the Products and welcome you to inform us of any errors or defects in your user experience by sending us a message at xxxxxxx@xxxxxxxxxxxx.xx. However, as otherwise provided under Applicable Law or in this Agreement, our liability to you in connection with the Service will be limited to the actual Losses sustained by you, and only to the extent such losses are a direct result of our gross negligence, willful misconduct, or bad faith. IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, INDIRECT, OR PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF YOU ADVISE US OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE SERVICE INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES, LOST EARNINGS OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS, OR FOR ANY INDEMNIFICATION CLAIM, WHETHER CONTRACTUAL, EQUITABLE OR OTHER, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTED. Except to the extent otherwise required or provided in this Agreement or by Applicable Law, our aggregate liability to you for all Losses incurred in connection with any single claim shall not exceed the amount equal to the monthly billing to you for the Service over the six (6) month period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurred. You agree and acknowledge that the limitations of liability set forth further specified in this section and the indemnification obligations set forth below, as well as elsewhere in this Agreement, represent a bargained for allocation of risk and liability, and the parties agree we have limited possibilities to respect such allocation of risk and liabilitycorrect errors or defects. You acknowledge are aware and accept that OPE does not commit to, or provide any warranties regarding the quality, security, reliability, availability or performance of the Products or the API-content. Accordingly, notwithstanding what is set out in our Technical Documentation xxxxx://xxxx.xxxxxxxxxxxx.xx or other descriptions of the Products’ function where the Products are provided, you cannot expect that the Products are error free, free from security issues, updated, or a suitable data source for the products or services you intend to use the Products for. You expressly understand and agree that we would neither us, nor our directors, employees or affiliates will be liable for any direct or indirect, incidental, special, consequential damages (including loss of profits), including but not enter into this Agreement without limited to loss of goodwill, use or data, whether based on contract, negligence or otherwise, resulting from your use of the limitations Products. In these Terms, indirect damage shall be interpreted to mean for example loss of profit, loss of use of your products or services, reimbursement for the use of a replacing service, loss of data, costs for trouble shooting, loss of goodwill and damage due to viruses and other security related issues. For the avoidance of doubt, OPE shall never be made liable for damages/repayment to a payer/your end-customer due to unauthorised payments, including but not limited to, payments in accordance with Chapter 5 a of the Swedish Payment Services Act (Sw. lag om betaltjänster) or Articles 73-77 in the Payments Services Directive (EU) 2015/2366 (PSD2); such damages and liability to repay unauthorised payments or payments made in error shall be your sole liability and indemnification obligations set forth in this Agreementyou shall reimburse OPE for any such payments or damages which OPE may need to pay to the payer. The limitations functionality of liability contained the Products is dependent on third-party software and parties such as Strong Customer Authentication methods used by banks and other financial institutions and certain cloud data services. Uninterrupted functionality is not guaranteed, and certain data may not be available from time to time. Such unavailability shall not be deemed to constitute any defect in this Agreement shall survive the termination Products. OPE is not liable in any way for such functionality. OPE is not liable for any repayment of this Agreementfunds to the end-customer due to payments made in error or unauthorised payments.

Limitation of Liability. Except SELLER SHALL NOT BE LIABLE FOR ANY DAMAGE CAUSED BY PERFORMANCE ISSUES. BY VIRTUE OF THIS, THE SOLE AND EXCLUSIVE REMEDY FOR WARRANTY INFRINGEMENT SHALL BE LIMITED TO REPAIR, CORRECTIONS, REPLACEMENT OR REIMBURSEMENT OF THE PURCHASE PRICE UNDER THE LIMITED WARRANTY CLAUSE IN SECTION 5. UNDER NO CIRCUMSTANCES, SELLER’S RESPONSIBILITY TOWARDS BUYER AND/OR ITS CLIENTS SHALL EXCEED SELLER’S PRICE ON THE SPECIFIC MANUFACTURED GOODS OR SERVICES RENDERED; NOTWITHSTANDING THE FORM OF THE CLAIM OR CAUSE OF ACTION (WHETHER IT IS BASED ON A CONTRACT, INFRINGEMENT, NEGLIGENCE OR STRICT RESPONSIBILITY); BUYER AGREES THAT IN NO CASE SELLER’S RESPONSIBILITY TOWARDS BUYER AND/OR ITS CLIENTS SHALL EXTEND TO INCLUDE INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. THE TERM ‘CONSEQUENTIAL DAMAGES’ SHALL INCLUDE, WITHOUT LIMITATION, THE LOSS OF ANTICIPATED PROFIT, LOSS OF USE, LOSS OF INCOME AND CAPITAL COST. The term ‘consequential damage’ shall include (although not limited to) the loss of the benefits expected, the business interruption, loss of use, income, reputation, data, costs incurred, such as otherwise provided under Applicable Law or in this Agreement, our liability to you in connection with the Service will capital and shall be limited to the actual Losses sustained by you, amount of direct damage and only to the extent such losses are a direct result of our gross negligence, willful misconduct, or bad faith. IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, INDIRECT, OR PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF YOU ADVISE US OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE SERVICE INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES, LOST EARNINGS OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS, OR FOR ANY INDEMNIFICATION CLAIM, WHETHER CONTRACTUAL, EQUITABLE OR OTHER, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTED. Except to the extent otherwise required or provided in this Agreement or by Applicable Law, our aggregate liability to you for all Losses incurred in connection with any single claim shall not exceed the amount equal price paid by Buyer to Seller, in accordance with the Purchase order. In the event of personal injuries or damages caused due to the monthly billing joint negligence of Buyer and Seller, the amounts of losses and expenses shall be shared by each Party proportionally to you for the Service over degree of negligence of each Party involved. In any case, the six (6) month period immediately preceding compensation recognized shall be that one corresponding to direct and immediate damages and could not exceed the date on which the damage or injury giving rise to such claim is alleged to have occurred. You agree and acknowledge that the limitations of liability set forth in this section and the indemnification obligations set forth below, as well as elsewhere in this Agreement, represent a bargained for allocation of risk and liability, and the parties agree to respect such allocation of risk and liability. You acknowledge and agree that we would not enter into this Agreement without the limitations of liability and indemnification obligations set forth in this Agreement. The limitations of liability contained in this Agreement shall survive the termination of this Agreementcontract amount.

Limitation of Liability. Except as otherwise provided under Applicable Law IT IS YOUR RESPONSIBILITY TO ASSESS WHETHER THE ACTUAL COVERAGE AND PERFORMANCE OF THE SERVICE AT YOUR LOCATION IS ACCEPTABLE TO YOU FOR PURPOSES OF USING OUR SERVICE. YOU ACKNOWLEDGE THAT THERE MAY BE SERVICE OUTAGES, LIMITATIONS, AND INTERRUPTIONS AT YOUR LOCATION, AND THAT NOT ALL SERVICES ARE AVAILABLE IN ALL LOCATIONS. WE ARE NOT LIABLE FOR SERVICE OUTAGES OR FOR SERVICE LIMITATIONS OR INTERRUPTIONS. OUR LIABILITY AND THE LIABILITY OF ANY UNDERLYING CARRIER FOR ANY ACTION OR INACTION WILL IN NO EVENT EXCEED OUR SERVICE CHARGES DURING THE AFFECTED PERIOD. WE, AND ANY UNDERLYING CARRIER, ARE NOT LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL LOSSES OR DAMAGES INCLUDING LOST PROFITS. We and any underlying carrier are not liable for (i) economic loss or in this Agreementinjuries to persons or property arising from use of the Service, our liability to you the Phone or wireless device or any equipment used in connection with the Service will be Phone or wireless device, including but not limited to use in a vehicle, (ii) the actual Losses sustained installation or repair of the Phone or wireless device by you, and only any parties who are not our employees; or (iii) damages due to use of third party products or services. We are not liable for any acts associated with the extent such losses are a direct result proper exercise of our gross negligence, willful misconduct, or bad faith. IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, INDIRECT, OR PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF YOU ADVISE US OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE SERVICE INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES, LOST EARNINGS OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS, OR FOR ANY INDEMNIFICATION CLAIM, WHETHER CONTRACTUAL, EQUITABLE OR OTHER, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTED. Except to rights under the extent otherwise required or provided in this Agreement or by Applicable Law, our aggregate liability to you for all Losses incurred in connection with any single claim shall not exceed the amount equal to the monthly billing to you for the Service over the six (6) month period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurred. You agree and acknowledge that the limitations privacy and/or unauthorized usage provisions of liability set forth in this section and the indemnification obligations set forth below, as well as elsewhere in this Agreement, represent a bargained including without limitation GCI’s Privacy Policy, which is incorporated herein. We are not liable for allocation any losses due to missed, deleted or undelivered voice mails, text messages, or any other communications, even if you’ve saved them, or for any other information or data that may be modified, lost or deleted from any cause. We are not liable for acts or omissions of risk and liabilityanother service provider for information provided through your Phone or wireless device, and the parties agree to respect such allocation of risk and liabilityequipment failure or modification, or causes beyond our reasonable control. You acknowledge and agree that we would not enter into this Agreement without the limitations of liability and indemnification obligations set forth in this Agreement. The limitations of liability contained in this Agreement This paragraph shall survive the termination of this Agreementagreement. This limitation of liability is an agreed-upon benefit of the bargain and remains in effect even if any remedy under the Agreement fails of its essential purpose.

Limitation of Liability. Except as otherwise provided under Applicable Law or in this Agreement, our liability to you in connection with the Service will be limited to the actual Losses sustained by you, and only to the extent such losses are a direct result of our gross negligence, willful misconduct, or bad faithOUR LIABILITY SHALL BE LIMITED TO DIRECT DAMAGES SUSTAINED BY YOU AND ONLY TO THE EXTENT SUCH DAMAGES ARE A DIRECT RESULT OF OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; PROVIDED THAT THE MAXIMUM AGGREGATE LIABILITY OF US RESULTING FROM ANY SUCH CLAIMS SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100.00). IN NO EVENT WILL SHALL WE BE LIABLE FOR SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY CONSEQUENTIAL, EXEMPLARY, INDIRECT, KIND INCLUDING LOST PROFITS WHETHER OR PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF YOU ADVISE US NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES LOSS OR LOSSESDAMAGE. NOR OUR LICENSORS AND VENDORS WILL WE NOT BE LIABLE FOR DAMAGES THAT SUBJECT TO ANY LIABILITY TO YOU MAY SUFFER OR INCUR IN CONNECTION WITH ANY MATTER WHATSOEVER. ALL CLAIMS MUST BE BROUGHT WITHIN NINETY (90) DAYS AFTER THE SERVICE INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES, LOST EARNINGS OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS, OR FOR ANY INDEMNIFICATION CLAIM, WHETHER CONTRACTUAL, EQUITABLE OR OTHER, REGARDLESS OF WHETHER EVENT GIVING RISE TO THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTED. Except to the extent otherwise required or provided in this Agreement or by Applicable Law, our aggregate liability to you for all Losses incurred in connection with any single claim shall not exceed the amount equal to the monthly billing to you for the Service over the six (6) month period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurred. You agree and acknowledge that the limitations of liability set forth in this section and the indemnification obligations set forth below, as well as elsewhere in this Agreement, represent a bargained for allocation of risk and liability, and the parties agree to respect such allocation of risk and liabilityOCCURRED. You acknowledge and agree that we would shall not enter into this Agreement be liable for any damages or loss of any kind resulting from any unintentional error or omission by us in offering the Program, in accordance with or in an unintentional deviation from these Terms & Conditions. You acknowledge that our systems and procedures established for administration of the Program, including without limitation the limitations Financial Institution small- dollar loan service, are commercially reasonable. You shall defend, indemnify, and hold us and our licensors and vendors harmless from and against all liability, damage, and loss arising out of any claims, suits, or demands brought by third parties with respect to the Program, including without limitation the Financial Institution small-dollar loan service. We shall not be liable for any loss, damage, liability, or claim arising directly or indirectly from any error, delay, or failure to perform hereunder which is caused by earthquakes, fires, natural disasters, civil or foreign disturbances, power outages, acts of government, labor disputes, failures in either communication or computer networks, legal constraints, or any other event beyond our control. In no event will we be liable for any indirect, consequential, punitive, or special damages. We shall not be responsible for liability, loss, or damage of any kind resulting from any delay in the performance of or failure to perform our responsibilities hereunder due to causes beyond our reasonable control. We are not responsible for any damages or losses that result from participating or being unable to participate in the Program, including without limitation the Financial Institution small-dollar loan service. We are not responsible and assume no liability and indemnification obligations set forth in this Agreement. The limitations for any unavailability of liability contained in this Agreement shall survive the termination of this AgreementProgram website or other technical malfunctions.

Limitation of Liability. Except In the event that Lender, Company or Bank suffers or incurs any Losses and Liabilities as otherwise provided under Applicable Law a result of, or in connection with, its or any other party's performance or failure to perform its obligations under this Agreement, our the affected parties shall negotiate in good faith in an effort to reach a mutually satisfactory allocation of such Losses and Liabilities, it being understood that Bank will not be responsible for any Losses and Liabilities due to any cause other than its own negligence or breach of this Agreement, in which case its liability to you in connection with the Service will Lender and Company shall, unless otherwise provided by any law which cannot be varied by contract, be limited to direct money damages in an amount not to exceed ten (10) times all the actual Bank Fees charged or incurred during the calendar month immediately preceding the calendar month in which such Losses sustained and Liabilities occurred (or, if no Bank Fees were charged or incurred in the preceding month, the Bank Fees charged or incurred in the month in which the Losses and Liabilities occurred). Company will indemnify Bank against all Losses and Liabilities suffered or incurred by youBank as a result of third party claims; provided, and only however, that to the extent such losses Losses and Liabilities are a direct result directly caused by Bank's negligence or breach of our this Agreement such indemnity will only apply to those Losses and Liabilities which exceed the liability limitation specified in the preceding sentence. The limitation of Bank's liability and the indemnification by Company set out above will not be applicable to the extent any Losses and Liabilities of any party to this Agreement are directly caused by Bank's gross negligence, negligence or willful misconduct, or bad faith. IN NO EVENT WILL WE BANK BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, EXEMPLARYINCIDENTAL, INDIRECT, INDIRECT OR PUNITIVE DAMAGES DAMAGES, WHETHER ANY CLAIM IS BASED ON CONTRACT OR LOST PROFITSTORT, EVEN IF YOU ADVISE US OF WHETHER THE POSSIBILITY LIKELIHOOD OF SUCH DAMAGES WAS KNOWN TO BANK AND REGARDLESS OF THE FORM OF THE CLAIM OR LOSSES. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE SERVICE ACTION, INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEESANY CLAIM OR ACTION ALLEGING GROSS NEGLIGENCE, LOST EARNINGS WILLFUL MISCONDUCT, FAILURE TO EXERCISE REASONABLE CARE OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS, OR FOR ANY INDEMNIFICATION CLAIM, WHETHER CONTRACTUAL, EQUITABLE OR OTHER, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTEDFAILURE TO ACT IN GOOD FAITH. Except Any action against Bank by Company or Lender under or related to the extent otherwise required or provided in this Agreement or by Applicable Law, our aggregate liability to you for all Losses incurred in connection with any single claim shall not exceed must be brought within twelve months after the amount equal to the monthly billing to you for the Service over the six (6) month period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurred. You agree and acknowledge that the limitations cause of liability set forth in this section and the indemnification obligations set forth below, as well as elsewhere in this Agreement, represent a bargained for allocation of risk and liability, and the parties agree to respect such allocation of risk and liability. You acknowledge and agree that we would not enter into this Agreement without the limitations of liability and indemnification obligations set forth in this Agreement. The limitations of liability contained in this Agreement shall survive the termination of this Agreementaction accrues.

Limitation of Liability. Except as otherwise provided under Applicable Law or EXCEPT TO THE EXTENT PROHIBITED BY LOCAL LAW, WASSA’S TOTAL AGGREGATE LIABILITY FOR ANY KIND OF LOSS, DAMAGE OR LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT OR THE SOFTWARE OR DOCUMENTATION, UNDER ANY THEORY OF LIABILITY, IS LIMITED TO THE TOTAL OF THE FEES ACTUALLY PAID BY LICENSEE TO WASSA HEREUNDER FOR THE SOFTWARE IN THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION GIVING RISE TO SUCH LIABILITY AROSE. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION. IN NO EVENT WILL WASSA BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT OR THE SOFTWARE OR DOCUMENTATION, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT WASSA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. The limitations specified in this AgreementLimitation of Liability Section will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose. These limitations will not apply to liability for death or personal injury resulting from Xxxxx’s negligence to the extent applicable law prohibits such limitation. Some jurisdictions do not allow the exclusion or limitation of liability for incidental or consequential damages, our liability so the above limitation may not apply to Licensee to the extent prohibited by such local laws. Only those limitations and exclusions that are lawful in your jurisdiction will apply to you and, in connection with the Service such instances, Wassa’s liability will be limited to the actual Losses sustained maximum extent permitted by you, and only law. Wassa will not be liable to the extent such losses are a direct result Licensee because of our gross negligence, willful misconduct, or bad faith. IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, INDIRECT, OR PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF YOU ADVISE US OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE SERVICE INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES, LOST EARNINGS OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS, OR FOR ANY INDEMNIFICATION CLAIM, WHETHER CONTRACTUAL, EQUITABLE OR OTHER, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTED. Except any exercise of Xxxxx’s right to the extent otherwise required or provided in this Agreement or by Applicable Law, our aggregate liability to you for all Losses incurred in connection with any single claim shall not exceed the amount equal to the monthly billing to you for the Service over the six (6) month period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurred. You agree and acknowledge that the limitations of liability set forth in this section and the indemnification obligations set forth below, as well as elsewhere in terminate this Agreement, represent as provided hereunder, at law or equity for compensation, reimbursement or damages on account of any loss of prospective profits on anticipated sales or on account of expenditures, investments, leases or other commitments relating to the business or goodwill of Licensee, notwithstanding any law to the contrary. 9 - THIRD PARTY SOFTWARE Adobe. Licensee understands and acknowledges that the Software was developed as a bargained plug-in application for allocation use with Adobe’s software product known as Adobe After Effects (however it may be renamed by Adobe) and that Licensee must separately obtain a license to Adobe After Effects in order to use the functionality of risk the Software. Further, Licensee understands and liabilityacknowledges that it is Licensee’s responsibility to understand and comply with the applicable Adobe software license agreement and terms of use for Adobe After Effects including, without limitation, Licensee’s installation, copying and use of Adobe After Effects on a computer file server within Licensee’s internal network. While the parties agree Software may be run on a server, it is not required to respect such allocation be run on a server in order to use the Software functionality. LICENSEE WILL NOT RELY ON ANY DISCUSSIONS, COMMUNICATIONS, ADVERTISING OR WRITTEN INFORMATION OR ADVICE GIVEN BY WASSA OR WASSA’S AUTHORIZED REPRESENTATIVES REGARDING LICENSEE’S USE OF ADOBE AFTER EFFECTS WITH THE SOFTWARE AND/OR LICENSEE’S COMPLIANCE WITH THE APPLICABLE ADOBE SOFTWARE LICENSE AGREEMENT AND TERMS OF USE FOR ADOBE AFTER EFFECTS. Licensee agrees to indemnify Wassa from any claim, demand, loss or damages including, without limitation, reasonable attorneys’ and expert witness’ fees, arising out of risk or related to Licensee’s use of Adobe After Effects and/or Licensee’s breach of the applicable Adobe software license agreement and liability. You acknowledge and agree that we would not enter into this Agreement without the limitations terms of liability and indemnification obligations set forth in this Agreement. The limitations of liability contained in this Agreement shall survive the termination of this Agreementuse for Adobe After Effects.

Limitation of Liability. Except You release the bank from any liability or claim for failure to act, execute or complete any instructions due to any reason beyond the bank's control. This includes but is not limited our failure to carry out instructions that you have given to us. We reserve the right to contact you to get confirmation of any written or verbal instructions before processing any transaction but we will not be liable due to our inability or failure to contact you in order to confirm such instructions. You agree that all telephone calls and other electronic correspondence may be recorded and kept as a record of your instructions. We may change the requirements for and manner of transferring funds into and out of your Account at any time. You understand and agree that, except as otherwise provided under Applicable Law or in this Agreement, our liability DC Bank will be liable to you in connection with the Service will be limited to the actual Losses sustained by you, and only to the extent such losses are a for direct result of our damages resulting from gross negligence, fraud or willful misconductmisconduct of DC Bank arising directly from the performance of DC Bank of its obligations under this Agreement and DC Bank will not be liable to you for any other direct damages. In addition, DC Bank will not un- der any circumstances be liable to you for any other damages, including, without limitation, indirect, incidental, special, punitive or consequential losses or damages, loss of profits, loss of revenue, loss of business opportunities, or bad faith. IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, INDIRECT, OR PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF YOU ADVISE US OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE SERVICE INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES, LOST EARNINGS OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS, OR FOR ANY INDEMNIFICATION CLAIM, WHETHER CONTRACTUAL, EQUITABLE OR OTHER, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTED. Except to the extent otherwise required any other foreseeable or provided in unforeseeable loss resulting directly or indirectly out of this Agreement or by Applicable Lawthe services provided to you, our aggregate liability even if DC Bank was advised or the possibility of damages or was negligent. These limitation apply to you for all Losses incurred in connection with any single claim shall act or omission of DC Bank , its affiliates, agents or suppliers, whether or not exceed the amount equal to the monthly billing to you for the Service over the six (6) month period immediately preceding the date on which the damage act or injury giving omission would otherwise give rise to such claim is alleged to have occurreda cause of action in contract, tort, statute or any other doctrine of law. You agree and acknowledge that the limitations of liability set forth Gross negligence in this section para- graph means conduct (whether through action or inaction, or through words or silence) which is (i) a marked and flagrant departure from the indemnification obligations set forth belowconduct ordinarily expected of a reasonable and prudent person in the position of DC Bank , or (ii) so wanton and reckless as well as elsewhere in this Agreementto constitute an utter disregard for harmful, represent a bargained for allocation of risk foreseeable and liability, and the parties agree to respect such allocation of risk and liability. You acknowledge and agree that we would not enter into this Agreement without the limitations of liability and indemnification obligations set forth in this Agreement. The limitations of liability contained in this Agreement shall survive the termination of this Agreementavoidable consequences.

Limitation of Liability. Except as otherwise provided under Applicable Law To the extent permitted by applicable law, the liability of the Obligor, Administrator and Insurer, if any, for any allegedly defective Product or in this Agreement, our liability to you in connection with the Service will part shall be limited to repair or replacement of the actual Losses sustained by you, Product or part and only to shall not exceed the extent such losses are purchase price of a direct result of our gross negligence, willful misconduct, comparable replacement Product or bad faithpart. IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, INDIRECT, OR PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF YOU ADVISE US Home Appliance (HVAC) Limitation – Liability under this Contract shall not exceed $1,000. THE PROVISIONS OF THIS CONTRACT ARE YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO THE POSSIBILITY OF SUCH DAMAGES OR LOSSESPRODUCT(S) COVERED BY THIS CONTRACT. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION ALL IMPLIED WARRANTIES WITH RESPECT TO THE SERVICE PRODUCT(S) INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEESIMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, LOST EARNINGS ARE HEREBY EXPRESSLY EXCLUDED. LOOK FIRST TO YOUR MANUFACTURER’S WARRANTY FOR COVERAGE. IF THE MANUFACTURER’S WARRANTY OVERLAPS WITH THIS CONTRACT COVERAGE, THIS CONTRACT EXCLUDES ANY COVERAGE PROVIDED UNDER THE MANUFACTURER’S WARRANTY. HOWEVER, IF IT OVERLAPS, THIS CONTRACT FILLS GAPS IN AND/OR PROFITSADDS BENEFITS TO THE MANUFACTURER’S WARRANTY. Non-Repairable Products – If Administrator determines that a Product cannot be repaired or the repair is not cost effective, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTSAdministrator may either replace the Product with one of like kind, OR FOR ANY INDEMNIFICATION CLAIMquality, WHETHER CONTRACTUALand function, EQUITABLE OR OTHER, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTED. Except to the extent otherwise required or provided in this Agreement or by Applicable Law, our aggregate liability to you for all Losses incurred in connection provide You with any single claim shall not exceed the an amount equal to the monthly billing depreciated value based on the Product age. To view the depreciation schedule go to you for xxx.xxxxxxxxxxxxxxxxxxxxxxxxxx.xxx. Fulfillment – Provision of depreciated value or product replacement will fulfill Our obligations on Your Product. Product Recovery – The unrepaired Product will become the Service over property of Administrator if Administrator elects to recover the six (6) month period immediately preceding Product at its own expense. If Administrator does not recover the date on which the damage or injury giving rise to such claim is alleged to have occurred. Product, You agree and acknowledge that the limitations must dispose of liability set forth it in this section and the indemnification obligations set forth below, as well as elsewhere in this Agreement, represent a bargained for allocation of risk and liability, and the parties agree to respect such allocation of risk and liability. You acknowledge and agree that we would not enter into this Agreement without the limitations of liability and indemnification obligations set forth in this Agreement. The limitations of liability contained in this Agreement shall survive the termination of this Agreementcompliance with law.

Limitation of Liability. Except as otherwise provided under Applicable Law or in this AgreementOWNER’S SOLE AND EXCLUSIVE REMEDY FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THE PURCHASE, our liability to you in connection with the Service will be limited to the actual Losses sustained by youUSE, and only to the extent such losses are a direct result of our gross negligenceOR CONDITION OF ANY INFILL OR THIS LIMITED WARRANTY UNDER ANY LEGAL THEORY, willful misconductINCLUDING WITHOUT LIMITATION, or bad faithBREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE (INCLUDING NEGLIGENT MISREPRESENTATION), OR STRICT LIABILITY, SHALL BE LIMITED TO THE REMEDIES PROVIDED IN SECTION 4 (REMEDY) OF THIS LIMITED WARRANTY. IN NO EVENT WILL WE SHALL XXXXX BE LIABLE FOR, AND OWNER HEREBY WAIVES ANY RIGHT TO RECOVER, ANY PUNITIVE, SPECIAL, CONSEQUENTIAL, OR INDIRECT LOSSES OR DAMAGES, ALL OF WHICH OWNER EXPRESSLY DISCLAIMS. XXXXX’X TOTAL AGGREGATE LIABILTY TO OWNER FOR ANY CONSEQUENTIALAND ALL CLAIMS UNDER ANY LEGAL THEORY ARISING FROM OR RELATING TO THE INFILL, EXEMPLARY, INDIRECTANY ACTION OR INACTION OF XXXXX, OR PUNITIVE DAMAGES OR LOST PROFITSTHIS LIMITED WARRANTY, EVEN IF YOU ADVISE US OF SHALL NOT EXCEED THE POSSIBILITY OF SUCH DAMAGES OR LOSSESTOTAL CONSIDERATION OWNER PAID FOR THE NON-CONFORMING INFILL. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE SERVICE INCLUDINGThe foregoing Limitation of Liability shall not apply to any Claim caused by the grossly negligent or intentional acts or omissions of Xxxxx. Owner and Xxxxx (the “Parties”) agree that: (1) this Limitation of Liability was the product of commercial negotiation, BUT NOT LIMITED TOformed part of the basis of the sale contract for the InfiII, ATTORNEYS’ FEESfactored into the pricing of the InfiII, LOST EARNINGS OR PROFITSand that Owner had an opportunity to review the same with its legal counsel; (2) in the event the Sole and Exclusive Remedy Fails of its essential purpose, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTSthey intend for the above disclaimer of punitive, OR FOR ANY INDEMNIFICATION CLAIMspecial, WHETHER CONTRACTUALconsequential, EQUITABLE OR OTHER, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTED. Except and indirect losses or damages (the “Disclaimer”) to survive and remain binding upon the extent otherwise required or provided Parties; and (3) the Disclaimer is independent of any other limitation of liability in this Agreement or by Applicable Law, our aggregate liability to you for all Losses incurred in connection with any single claim shall not exceed the amount equal to the monthly billing to you for the Service over the six (6) month period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurred. You agree Limited Warranty and acknowledge that the limitations of liability set forth in this section and the indemnification obligations set forth below, as well as elsewhere in this Agreement, represent reflects a bargained for separate allocation of risk and liability, and the parties agree to respect such allocation of risk and liability. You acknowledge and agree that we would not enter into this Agreement without the limitations of liability and indemnification obligations set forth in this Agreement. The limitations of liability contained in this Agreement shall survive the termination of this Agreementrisk.

Limitation of Liability. Except as otherwise provided under Applicable Law or in this Agreement, our This Clause 21 sets out the entire financial liability of Albion to you and your successors in title, agents, trustees and anyone claiming through you in respect of any breach of this agreement and or for any loss or damage to any Artwork and any loss or damage attributable to any representation, misrepresentation, misstatement, tortious act or omission arising out of or in connection with this Agreement. Any claim against Albion which relates to the provenance or condition of an Artwork which has been Sold supplied or authenticated or valued by Albion must be brought within a period of 2 years from the date of the invoice for the Artwork or the Service provided or the delivery to you of the Artwork whichever is the earlier. You agree that in the event of any loss or damage to any Artwork you will rely solely upon your rights to be indemnified by the insurers and the payments to made to you under the relevant policy of insurance and in consequence thereof you hereby fully and effectively indemnify Albion and hold Albion and Albion’s officers’ directors’ agents, employees and sub-contractors safe against all claims damages awards and cost (including legal costs on a full indemnity basis) relating to any claims loss damages or awards arising from any dealing in or loss of or damage to any Artwork which is the subject matter of our engagement. Albion will be named as loss payee on any insurance policy and that you notify your insurers that all rights of subrogation express or implied are excluded. Save for damage caused by fraud or deliberate malicious conduct of our employees Albion’s liability for loss and damage will be limited to the actual Losses sustained by you, amount attributable to loss and only to the extent such losses damage arising from events which are a direct result of our gross negligence, willful misconduct, or bad faith. IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, INDIRECT, OR PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF YOU ADVISE US OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE SERVICE INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES, LOST EARNINGS OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS, OR FOR ANY INDEMNIFICATION CLAIM, WHETHER CONTRACTUAL, EQUITABLE OR OTHER, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTED. Except to the extent otherwise required or provided in this Agreement or by Applicable Law, our aggregate liability to you for all Losses incurred in connection with any single claim insured and shall not exceed the amount equal payable and actually paid to you under any policy of insurance. Albion shall not be liable in any event whether contractual or non-contractual for any indirect or consequential loss, loss of profit, or expectation of profit, savings arising out of any expression of opinion or any statements made by Albion in relation to an Artwork including but not limited to the monthly billing value Authenticity or provenance of an Artwork . All warranties, terms and other terms implied by statute or common law are, to you the fullest extent permitted by law, excluded from this agreement. Albion shall not be responsible for any alleged loss or damage to or arising out of loss or damage to the Service over Artwork if the six (6) month period immediately preceding Artwork is not shipped or delivered to the date on which the damage carrier without a schedule of condition, in accordance with these terms. Nothing in these Terms limits or excludes either Albion’s or Your liability for death or personal injury giving rise to such claim is alleged to have occurred. You agree and acknowledge that the limitations of liability set forth in this section and the indemnification obligations set forth belowresulting from negligence, as well as elsewhere in this Agreementfraud, represent a bargained for allocation of risk and liability, and the parties agree to respect such allocation of risk and liabilityor fraudulent misrepresentation. You acknowledge that insurance is available for most foreseeable loss or damage to Artwork and you agree that we would to rely on the terms indemnity and limits of all policies of insurance acquired accordance with these terms and conditions. Albion will not enter into this Agreement without be liable for loss of profits; including Indirect losses, loss of opportunity, loss of business; depletion of goodwill and/or similar losses; loss of anticipated savings; loss of goods; loss of contract; loss of use; loss of corruption of data or information; any special, indirect, consequential, or pure economic loss, costs, damages, charges or expenses; and Albion’s total liability to you in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the limitations of liability and indemnification obligations set forth in this Agreement. The limitations of liability contained in this Agreement shall survive the termination performance, or contemplated performance, of this Agreement.agreement shall in any event be limited to £50,000 (fifty thousand pounds)

Limitation of Liability. Except as otherwise provided Xxxxxxx shall under Applicable Law no circumstances he liable for any indirect, incidental or in consequential loss or dam- age whatsoever. SEVERABILITY: If any’ term or provision of this AgreementContract is held invalid, our liability to you in connection with the Service will be limited to the actual Losses sustained illegal or unenforceable for any reason by you, and only to the extent any court of com- petent jurisdiction such losses are a direct result of our gross negligence, willful misconduct, or bad faith. IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, INDIRECT, OR PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF YOU ADVISE US OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE SERVICE INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES, LOST EARNINGS OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS, OR FOR ANY INDEMNIFICATION CLAIM, WHETHER CONTRACTUAL, EQUITABLE OR OTHER, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTED. Except to the extent otherwise required or provided in this Agreement or by Applicable Law, our aggregate liability to you for all Losses incurred in connection with any single claim provision shall not exceed the amount equal to the monthly billing to you for the Service over the six (6) month period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurred. You agree and acknowledge that the limitations of liability set forth in this section and the indemnification obligations set forth below, as well as elsewhere in this Agreement, represent a bargained for allocation of risk and liabilityhe severed, and the remainder of the provisions hereof shall continue in full force and effect as if this Contract had been agreed with the invalid, illegal, or unenforceable provision eliminated. GOVERNING LAW AND JURISDICTION: This document is to be interpreted in accordance with, and its administration and perfor- xxxxx governed by, the laws of the State of Arkansas. The parties agree to respect such allocation of risk and liability. You acknowledge and hereto agree that we would the State of Arkansas shall be the forum for any cause of action filed in any’ court of law or equity; NO REIMBURSEMENT INSURANCE POLICY: The Obligations of Xxxxxxx (Provider”) under this PMC contract are hacked only’ by the frill faith and credit of the Provider and are not enter into guaranteed under a service contract reimbursement insurance policy. CUSTOMER REPRESENTS AND WARRANTS TO XXXXXXX THAT CUSTOMER HAS READ ALL OF THE TERMS AND CONDITIONS HEREIN INCLUDING THOSE ON THE REVERSE SIDE. INCLUDING THE LIMITATION Of LIA- BILITY, BEFORE EXECUTING THIS AGREEMENT. THIS AGREEMENT SHALL NOT BE BINDING UPON XXXXXXX UNTIL COUNTER-SIGNED BY AN AUTHORIZED REPRESENTATIVE OF XXXXXXX. CANCELLATION RIGHT: YOU, THE CUSTOMER (‘BUYER”), MAY CANCEL THIS TRANSACTION AT ANY Time PRIOR TO MIDNIGHT Of THE TENTH (10TH) BUSINESS DAY AFTER THE DATE OF THIS TRANSACTION if NO SERVICES HAVE BEEN PROVIDED. Cancellation notice must be in writing and delivered to the Notice Address. Any Payments made prior to exercising this Agreement without right will be refunded. By signing the limitations of liability and indemnification obligations set forth in this Agreement. The limitations of liability contained in this Agreement shall survive the termination reverse side of this Agreement.document,

Limitation of Liability. Except This section (and any other clause excluding or restricting our liability) applies to ATeffinnerioitny’’ss directors, officers, employees, subcontractors, (Specifically including Callcredit), agents and affiliated companies as otherwise provided under Applicable Law or well as to ATeffninerioitny. Nothing in this Agreementservices agreement in any way limits or excludes ATeffinnerioitny’’ss liability for negligence causing death or personal injury or for fraudulent misrepresentation or for anything which may not legally be excluded or limited. Without prejudice to the rest of your agreement, our liability to you in connection with the Service will ATeffinnerioitny’'ss lliiaabbiilliittyyoof fanaynykinkdinidn riensrpeescpt eocf t of any services or otherwise shall be limited to the actual Losses sustained amount equal to fees payable by you in any twelve month period under your agreement. In no event will ATeffinnerioitny be liable for any: • economic losses (including, without limit, loss of revenues, profits, contracts, business or anticipated savings) • loss of goodwill or reputation • losses that you incur that were not reasonably foreseeable to you and Identity Secure when your agreement was entered into, or • damage to or loss of data (other than damage caused to a device or digital content belonging to you as a result of defective digital content which we have supplied to you), and only to the extent that this was not in the contemplation of ATeffinnerioitny and you at the commencement of the term and is not attributable to ATeffinnerioitny’’ss negligence or breach of your agreement. ATeffinnerioitny will not pay for losses arising from our inability to provide the services in the event of war, terrorism, invasion, an act of foreign enemy, hostilities (whether war be declared or not), riot, strike, civil commotion, civil war, revolution, insurrection or military or usurped power. If any provision of your agreement is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such losses are a direct result of our gross negligence, willful misconduct, invalidity or bad faith. IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, INDIRECT, OR PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF YOU ADVISE US OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE SERVICE INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES, LOST EARNINGS OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS, OR FOR ANY INDEMNIFICATION CLAIM, WHETHER CONTRACTUAL, EQUITABLE OR OTHER, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTED. Except to the extent otherwise required or provided in this Agreement or by Applicable Law, our aggregate liability to you for all Losses incurred in connection with any single claim unenforceability shall not exceed affect the amount equal to the monthly billing to you for the Service over the six (6) month period immediately preceding the date on other provisions of your agreement which the damage or injury giving rise to such claim is alleged to have occurred. You agree shall remain in full force and acknowledge that the limitations of liability set forth in this section and the indemnification obligations set forth below, as well as elsewhere in this Agreement, represent a bargained for allocation of risk and liability, and the parties agree to respect such allocation of risk and liability. You acknowledge and agree that we would not enter into this Agreement without the limitations of liability and indemnification obligations set forth in this Agreement. The limitations of liability contained in this Agreement shall survive the termination of this Agreementeffect.

Limitation of Liability. Except as otherwise provided SunPower’s maximum liability under Applicable Law or in this Agreement, our liability to you in connection with Agreement and the Service will Purchase Orders shall be limited to *** percent (***%) of the actual Losses sustained Aggregate amount payable to SunPower under this Agreement and the Purchase Orders (as reduced by youFPL Group pursuant to Section 1(c)); provided, however, that (a) such limitation of liability shall not apply to (i) SunPower’s indemnification obligations under the Agreement or any Purchase Order related to claims of third parties or (ii) any loss or damage arising out of any tort (including negligence and only strict liability) connected with SunPower’s fraud, willful misconduct or illegal or unlawful acts and (b) SunPower’s maximum liability under this Agreement and any Purchase Order relating to section 12 shall be $***. SunPower’s limitations of liability shall not be reduced by the amount of insurance proceeds available to SunPower. The FPL Group Parties’ maximum liability under this Agreement and the Purchase Orders shall be limited to *** percent (***%) of the Aggregate amount payable to SunPower under this Agreement and the Purchase Orders (as reduced by the FPL Group parties pursuant to Section 1(c)); provided however, that (a) such limitation of liability shall not apply to any loss or damage arising out of any tort (including negligence and strict liability) connected with the FPL Group Parties’ fraud, willful misconduct or illegal or unlawful acts and (b) The FPL Group Parties’ maximum liability under this Agreement and the Purchase Orders relating to sections 9, 10 and 11 shall be $***. A Purchasing Entity’s maximum liability under a Purchase Order shall be limited to *** percent (***%) of the Aggregate amount payable to SunPower under such Purchase Order (as reduced by such Purchasing Entity pursuant to Section 1(c)); provided however, that such limitation of liability shall not apply to any loss or damage arising out of any tort (including negligence and strict liability) connected with the Purchasing Entity’s fraud, willful misconduct or illegal or unlawful acts. The FPL Group’s limitations of liability shall not be reduced by the amount of insurance proceeds available to the extent such losses are a direct result of our gross negligence, willful misconduct, or bad faith. IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, INDIRECT, OR PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF YOU ADVISE US OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE SERVICE INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES, LOST EARNINGS OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS, OR FOR ANY INDEMNIFICATION CLAIM, WHETHER CONTRACTUAL, EQUITABLE OR OTHER, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTEDFPL Group Parties. Except to the extent otherwise required or provided as expressly set forth in this Agreement or by Applicable Law, our aggregate liability to you for all Losses incurred in connection with any single claim shall not exceed the amount equal to the monthly billing to you for the Service over the six (6) month period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurred. You agree and acknowledge that the limitations of liability set forth in this section and the indemnification obligations set forth below, as well as elsewhere in this Agreement, represent a bargained for allocation of risk and liabilityPurchase Order, and the parties agree to respect such allocation of risk and liability. You acknowledge and agree that we would not enter into this Agreement without the limitations of liability and indemnification obligations set forth in this Agreement. The limitations of liability contained notwithstanding anything else in this Agreement shall survive or any Purchase Order to the contrary, SunPower, the Purchasing Entities and FPL Group *** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. waive claims against each other for any indirect, special or consequential damages arising out of or relating to this Agreement or any Purchase Order. This mutual waiver includes Damages incurred by the FPL Group Parties for rental expenses, for losses of use, income, profit, financing, business and reputation, and for loss of management or employee productivity, or the services of such persons and Damages incurred by SunPower for principal office expenses, including the compensation of personnel stationed there, for loss of financing, business and reputation, and for loss of profit. This mutual waiver is applicable, without limitation, to all consequential damages due to either party’s or any Purchasing Entity’s termination of this Agreementthe Agreement or any Purchase Order in accordance with Section 14. The foregoing waiver shall not preclude or limit recovery (i) of Liquidated Damages, (ii) of damages payable by SunPower to the FPL Group Parties pursuant to Section 14(c) or (d), (iii) any Termination Payment; or (iv) under any indemnity or reimbursement obligation hereunder or under any Purchase Order related to claims of third parties.

Limitation of Liability. Except as otherwise provided under Applicable Law Payden/KDS shall not be liable for any error of judgment or in this Agreement, our liability to you mistake of law or for any loss suffered by the Trust in connection with the Service will performance of this Agreement, except a loss resulting from a breach of Payden/KDS' fiduciary duty with respect to the receipt of compensation for services (in which event any award of damages shall be limited to the actual Losses sustained by you, period and only to the extent such losses are a direct result of our gross negligence, willful misconduct, or bad faith. IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, INDIRECT, OR PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF YOU ADVISE US OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE SERVICE INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES, LOST EARNINGS OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS, OR FOR ANY INDEMNIFICATION CLAIM, WHETHER CONTRACTUAL, EQUITABLE OR OTHER, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTED. Except to the extent otherwise required or provided in this Agreement or by Applicable Law, our aggregate liability to you for all Losses incurred in connection with any single claim shall not exceed the amount equal to the monthly billing to you for the Service over the six (6) month period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurred. You agree and acknowledge that the limitations of liability set forth in this section Section 36(b)(3) of the 0000 Xxx) or loss resulting from Payden/KDS' willful misfeasance, bad faith or gross negligence in the performance of its duties or from reckless disregard by Payden/KDS of its obligations and the indemnification obligations set forth below, as well as elsewhere in this Agreement, represent a bargained for allocation of risk and liability, and the parties agree to respect such allocation of risk and liability. You acknowledge and agree that we would not enter into this Agreement without the limitations of liability and indemnification obligations set forth in duties under this Agreement. The limitations Trust shall indemnify Payden/KDS and hold it harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys' fees and amounts reasonably paid in settlement) incurred by Payden/KDS in or by reason of liability contained any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of a Fund or its security holders) arising out of or otherwise based upon any action actually or allegedly taken or omitted to be taken by Payden/KDS in connection with the performance of any of its duties or obligations under this Agreement or otherwise as an investment adviser of the Trust. Determination of whether and the extent to which the Payden/KDS is entitled to indemnification hereunder shall survive be made by (a) a final decision on the termination merits by a court or to her body before whom the action, suit or other proceeding was brought that Payden/KDS was or was not liable by reason of this Agreementwillful misfeasance, bad faith, gross negligence, reckless disregard of its duties or breach of its fiduciary duty or (b) in the absence of such a decision, a reasonable determination, based upon a review of the facts, that Payden/KDS was or was not liable by reason of such misconduct by (i) the vote of a majority of a quorum of the Trustees of the Trust who are neither "interested persons" of the Trust (as defined in Section 2(a)(19) of the 0000 Xxx) nor parties to the action, suit or other proceeding or (ii) an independent legal counsel in a written opinion.

Limitation of Liability. Except as otherwise provided under Applicable Law or To the fullest extent permitted by applicable Laws, and except in relation to AccuSource’s express indemnity obligations, if any, set forth in this Agreement, our each party’s total liability to you in connection with the Service will other party pursuant to this Agreement (“Limitation of Liability”) shall not exceed three (3) times the fees payable by Client pursuant to this Agreement. AccuSource’s liability shall be further limited to the actual Losses sustained by youextent that any Applicant conduct giving rise to the claim, and only the damages sustained thereby, are reasonably of the same class as the Screening Report record(s) at issue (e.g., should AccuSource fail to accurately report an Applicant’s motor vehicle record containing a moving violation, and if the Applicant is subsequently terminated by Client for poor performance in a non-driving capacity, such performance would not be conduct of the same class as the moving violation). With respect to AccuSource’s liability relating to any Applicant claim alleging inaccurate or incomplete Screening Report information, Client shall, prior to having taken any action adverse to the extent such losses are Applicant based on the inaccurate or incomplete Screening Report information, have provided AccuSource a direct result of our gross negligence, willful misconduct, or bad faithreasonable opportunity to reinvestigate the disputed information in accordance with AccuSource’s FCRA-imposed reinvestigation obligations and deadlines. IN NO EVENT WILL WE EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIALLOST REVENUE, EXEMPLARYLOST PROFITS, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES DAMAGES, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY, BREACH OF WARRANTY, OR LOST PROFITSOTHERWISE, AND EVEN IF YOU ADVISE US ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSESDAMAGES. NOR WILL WE BE LIABLE FOR DAMAGES THE PARTIES ACKNOWLEDGE THAT YOU MAY SUFFER OR INCUR THE FEES SET FORTH IN CONNECTION WITH THIS AGREEMENT ARE BASED IN PART ON THE SERVICE INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES, LOST EARNINGS OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS, OR FOR ANY INDEMNIFICATION CLAIM, WHETHER CONTRACTUAL, EQUITABLE OR OTHER, REGARDLESS LIMITATIONS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTEDLIABILITY IN THIS SECTION 11. Except AccuSource and Client shall each use good faith reasonable efforts to the extent otherwise required mitigate any potential damages or provided in this Agreement other adverse consequences arising from or by Applicable Law, our aggregate liability related to you for all Losses incurred in connection with any single claim shall not exceed the amount equal to the monthly billing to you for the Service over the six (6) month period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurred. You agree and acknowledge that the limitations of liability set forth in this section and the indemnification obligations set forth below, as well as elsewhere in this Agreement, represent a bargained for allocation of risk and liability, and the parties agree to respect such allocation of risk and liability. You acknowledge and agree that we would not enter into this Agreement without the limitations of liability and indemnification obligations set forth in this Agreement. The limitations of liability contained in this Agreement shall survive the termination of this Agreement.

Limitation of Liability. Except as otherwise provided under Applicable Law or in this Agreement, our liability to you in connection with the Service will be limited CORAL makes no representations or warranties, express or implied, as to the actual Losses sustained by youmerchantability, and only fitness for a particular purpose or otherwise with respect to the extent such losses are a direct result of our gross negligence, willful misconduct, or bad faith. IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, INDIRECT, OR PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF YOU ADVISE US OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE SERVICE INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES, LOST EARNINGS OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS, OR FOR ANY INDEMNIFICATION CLAIM, WHETHER CONTRACTUAL, EQUITABLE OR OTHER, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTED. Except to the extent otherwise required or provided in this Agreement or by Applicable Law, our aggregate liability to you for all Losses incurred in connection with any single claim shall not exceed the amount equal to the monthly billing to you for the Service over the six (6) month period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurred. You agree and acknowledge that the limitations of liability set forth in this section and the indemnification obligations set forth below, as well as elsewhere in this Agreement, represent a bargained for allocation of risk and liability, and the parties agree to respect such allocation of risk and liability. You acknowledge and agree that we would not enter into this Agreement without the limitations of liability and indemnification its obligations set forth in this Agreement. The limitations of liability contained in this Agreement shall survive the termination of , any services, recommendations, or advice rendered pursuant to this Agreement, or any energy-related transaction entered into pursuant to this Agreement, and CORAL neither assumes nor authorizes any person to assume for it any other warranty or liability in connection with this Agreement, its obligations hereunder, any services, recommendations, or advice provided hereunder, or any such energy-related transaction. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT WITH RESPECT TO LIABILITY ARISING OUT OF OR RESULTING FROM GROSS NEGLIGENCE, INTENTIONAL OR WILLFUL MISCONDUCT, OR DISHONEST ACTS, THE LIABILITY OF EITHER PARTY TO THE OTHER PARTY SHALL NOT EXCEED THE LIABLE PARTY'S SHARE OF NET POSITIVE MARGIN, IF ANY, FROM THE OTHER PARTY'S BOOK DETERMINED AT THE EXPIRATION OR TERMINATION OF THIS AGREEMENT. Without limiting the foregoing in any way, KeySpan Energy Trading acknowledges that any xxxx-to-market valuations or models that may be provided to it by CORAL are compilations of assumptions, projections and figures provided by KeySpan Energy Trading or others, and agrees that CORAL shall have no responsibility to verify the accuracy, completeness or reasonableness of any of those projections or figures or the assumptions provided by KeySpan Energy Trading on which the valuations and models are based, provided that CORAL shall be responsible for accurately compiling and incorporating such assumptions, projections and figures in such valuations or models. KeySpan Energy Trading confirms that it will rely exclusively on its own counsel, accountants and other similar expert advisors for legal, accounting, tax and other similar expert advice.

Limitation of Liability. Except as otherwise provided under Applicable Law or in this Agreement, our liability The Bank shall not be liable to you for any damages or losses that you may suffer or incur in connection with the Service Service. Including, without limitation, any failure to provide, or delay in providing, access to the Service, except: a) as specifically stated in this Agreement; or b) to the extent such damages or losses are solely and proximately caused by our gross negligence or willful misconduct. Without limiting the foregoing, we shall not be liable to you for any of the following: a) any damages, losses, costs or other consequences caused by our actions that are based on information or instructions you provide; b) any unauthorized actions initiated or caused by you or your employees, agents or representatives; c) any refusal of a payor financial institution to pay a Check for any reason (other than that caused by our gross negligence or willful misconduct), including without limitation, that the Check was unauthorized, counterfeit, altered, or had a forged signature; d)your or any other parties’ inability to transmit or receive data; e) if you do not comply with your representations or warranties in this Agreement. Our liability for errors or omissions with respect to the data transmitted or printed by us in connection with this Agreement will be limited to correcting the actual Losses sustained by youerrors or omissions. Correction will be limited to reprocessing, and only reprinting, and/or representing the Checks to the extent such losses are a direct result of our gross negligence, willful misconduct, or bad faith. IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, INDIRECT, OR PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF YOU ADVISE US OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE SERVICE INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES, LOST EARNINGS OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS, OR FOR ANY INDEMNIFICATION CLAIM, WHETHER CONTRACTUAL, EQUITABLE OR OTHER, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTED. Except to the extent otherwise required or provided in this Agreement or by Applicable Law, our aggregate liability to you for all Losses incurred in connection with any single claim shall not exceed the amount equal to the monthly billing to you for the Service over the six (6) month period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurred. You agree and acknowledge that the limitations of liability set forth in this section and the indemnification obligations set forth below, as well as elsewhere in this Agreement, represent a bargained for allocation of risk and liability, and the parties agree to respect such allocation of risk and liability. You acknowledge and agree that we would not enter into this Agreement without the limitations of liability and indemnification obligations set forth in this Agreementpayor financial institution. The limitations of liability contained and remedies in this Agreement shall survive the termination of Section are in addition to, and not in lieu of, other limitations or remedies contained elsewhere in this Agreement. NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT OR ANY BANK ACCOUNT AGREEMENT OR ACCOUNT DISCLOSURES TO THE CONTRARY, YOU AGREE THAT IN NO EVENT WILL THE BANK OR ANY THIRD PARTY SERVICE PROVIDER BE LIABLE FOR ANY DIRECT INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL PUNITIVE, OR EXEMPLARY DAMAGES OR LOSSES, INCLUING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER LOSSES INCURRED BY YOU OR ANY T XXXX PARTY ARISING FROM OR RELATED TO THE USE, INABILITY TO USE, OR THE TERMINATION OF THE USE OF ANY REMOTE BANKING SERVICE, REGARDLESS OF THE FORM OF ACTION OR CLAIM (WHETHER CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE), EVEN IF WE OR ANY THIRD PARTY SERVICE PROVIDER HAVE BEEN INFORMAED OF THE POSSIBILITY THEREOF, EXCEPT AS OTHERWISE PROVIDED BY LAW. YOU ACKNOWLEDGE THAT, IN PROVIDING THE SERVICE, THE BANK MAY UTIILZE AND RELY UPON CERTAIN THIRD PARTY SERVICE PROVIDERS TO PROVIDE SERVICE TO THE BANK. YOU FURTHER ACKNOWLEDGE AND AGREE THAT YOUR RIGHTS UNDER THIS AGREEMENT SHALL BE SOLELY AND EXCLUSIVELY AGAINST THE BANK, AND YOU SHALL HAVE NO RIGHT OR RECOURSE AGAINST ANY THIRD PARTY SERVICE PROVIDER HEREUNDER WHATSOEVER, AND YOU HEREBY WAIVE ANY AND ALL SUCH RIGHTS OR RECOURSE, DIRECTLY OR INDIRECTLY, AGAINST ANY THIRD PARTY SERVICE PROVIDER.

Limitation of Liability. Except as otherwise provided under Applicable Law or in this Agreement, our The Owner’s liability to you in connection with Contractor UNDER any CLAIM FOR breach of contract is limited pursuant Section 271.153 of the Service will be limited Texas Local Government Code. Notwithstanding the foregoing, and to the actual Losses sustained fullest extent permitted by youlaw, and only to the extent such losses are a direct result of our gross negligence, willful misconduct, or bad faith. IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, INDIRECT, OR PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF YOU ADVISE US OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE SERVICE INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES, LOST EARNINGS OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS, OR FOR ANY INDEMNIFICATION CLAIM, WHETHER CONTRACTUAL, EQUITABLE OR OTHER, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTED. Except to the extent otherwise required or provided in this Agreement or by Applicable Law, our aggregate Owner’s liability to you for all Losses incurred in connection with any single claim Contractor shall not exceed the amount equal difference between Contractor’s actual costs to complete the monthly billing to you for the Service over the six (6) month period immediately preceding the date Work, on which the damage or injury giving rise to such claim is alleged to have occurred. You agree and acknowledge that the limitations of liability set forth in this section and the indemnification obligations set forth below, as well as elsewhere in this Agreement, represent a bargained for allocation of risk and liabilityone hand, and the total amount of compensation for which Contractor agreed to perform all of the Work described in the Contract Documents as referenced in the bid schedule and in article 1 of the form of Agreement, allowing for adjustments in the compensation owed to Contractor pursuant to any change orders agreed upon by the parties in writing, on the other hand. Additionally, regardless of the nature of any claim(s) asserted against the Owner, the parties agree that the Owner shall not be liable to respect the Contractor for any labor overrun, equipment overrun, material escalation, extended field costs, DELAYS CAUSED BY THE SUBMISSION OF INCORRECT OR INCOMPLETE SUBMITTALS, consequential DAMAGES, indirect DAMAGES, incidental DAMAGES, punitive OR EXEMPLARY DAMAGES, or any other non-direct damages, including, but not limited to, lost profits, loss of bonding capacity, unabsorbed home office overhead, loss in labor productivity, or any consequential damages that otherwise would be allowed under Section 271.153(a)(1) of the Texas Local Government Code. END OF SECTION AFFIDAVIT AND WAIVER OF LIEN PRIME CONTRACTOR STATE OF COUNTY OF Personally appeared before me, the undersigned Notary Public for said County and State (Name of Individual), (Title) of (Prime Contractor), who being duly sworn by me states on oath that all product suppliers and Subcontractors, payrolls, sales tax, privilege tax or license, old age benefits tax, state and federal unemployment insurance, and other liabilities incurred in the performance of (Type of Contract) Contract for the construction of improvements at Project No. # Project Title (Name of Project), have been paid in full and that the above named Prime Contractor waives any claims and released (Owner) from any rights or claims (including lien rights) for debts due and owing by virtue of the furnishing of any labor, products, and supplies furnished for such allocation of risk and liability. You acknowledge and agree that we would not enter into this Agreement without the limitations of liability and indemnification obligations set forth in this Agreementimprovements. The limitations above named Prime Contractor agrees to indemnify the Owner and save him harmless on account of any loss he may sustain in reliance upon this Affidavit and Xxxxxx of Xxxx including the amount of any lien he may be compelled to pay all costs relating thereto and a reasonable attorney’s fee. (Name of Company) Signature: By: Type/Print Name Title: Date: Sworn to and subscribed before me this the day of , 20 . Notary Public My Commission Expires: RELEASE AND WAIVER OF CLAIMS BY SUBCONTRACTORS AND PRODUCT VENDORS STATE OF COUNTY OF Personally appeared before me the undersigned authority in and for said County and State, (Name of Individual), (Title) of (Company), who, being duly sworn by me states on oath that all bills for labor and products, sales tax, privilege tax or license, old age benefits tax, state and federal unemployment insurance and other liability contained have been paid in full, or that funds are in hand to discharge such liabilities when due, incurred in the performance of its Subcontract for furnishing labor or products in the construction of improvements at Project No. # Project Title (Name of Project & Location), upon receipt of check in the amount $ , the undersigned company waives any claims and releases (Owner) from any rights or claims for debts due and owing by virtue of the furnishing of any labor or products and any lien therefore. (Name of Company) Signature: By: Type/Print Name Title: Date: Sworn to and subscribed before me this Agreement day of , 20 . Notary Public My Commission Expires: CONTRACTOR’S AFFIDAVIT AS TO STATUS OF LIENS STATE OF COUNTY OF Personally appeared before me, the undersigned Notary Public for said County and State, (Name of Individual), (Title), of (Prime Contractor), who being duly sworn by me states on oath that to the best of his knowledge and belief, except as listed below, the Releases and Waivers of Claim attached hereto include all Subcontractors and all suppliers of labor, products, and equipment provided by all persons who may have lien against the property of (Owner), Project No. Project Title , located at (Location of Project), arising out of the construction of improvements thereon. Exceptions: (If none, write “NONE.” Any exception listed shall survive be bonded by the termination Contractor to indemnify the Owner, and a copy of this Agreementeach such bond shall be attached hereto.)

Limitation of Liability. Except In no event shall Trilogy be liable for consequential damages, even if it has been advised thereof. In no event shall Trilogy’s liability exceed the fees paid to it pursuant to this Agreement. Additional Services If Trilogy is called upon to render services directly or indirectly relating to the subject matter of this Agreement beyond the services contemplated above (including, but not limited to, production of documents, answering interrogatories, giving depositions, giving expert or other testimony, whether by agreement, subpoena or otherwise), the Company shall pay to Trilogy a reasonable hourly rate for the persons involved for the time expended in rendering such services, including, but not limited to, time for meetings, conferences, preparation and travel, and all related costs and expenses and the reasonable legal fees and expenses of Trilogy’s counsel. This Section is not intended to address circumstances in which Trilogy has a claim for indemnification, which circumstances are addressed by Exhibit A to this Agreement. Survival of Certain Provisions The Sections entitled “Indemnification” (including “Exhibit A”), “Corporate Obligations,” “Limitation of Liability,” “Additional Services,” “Attorneys’ Fees” and “Governing Law” shall survive any termination of this Agreement and Trilogy’s engagement pursuant to this Agreement. In addition, such termination shall not terminate Trilogy’s right to compensation accrued through the date of termination, to compensation for the remainder of the Initial Term if this Agreement is terminated without cause and for reimbursement of allowed expenses (including third party marketing costs). Any purported termination of this Agreement by the Company prior to the end of the Initial Term other than for material breach or default in accordance with “Term and Termination” above, or any termination by Trilogy as otherwise provided a result of non-payment or other material breach by the Company (including the failure to pay third-party marketing costs), shall not terminate Trilogy’s right to the fees through the entire Initial Term (as Trilogy’s time and commitment are expected to be greater in the first part of its engagement). Services/Reimbursable Expenses The monthly fees paid to Trilogy under Applicable Law this Agreement will cover all services rendered by Trilogy and Trilogy personnel. Travel and entertainment costs for Trilogy personnel, in addition to certain third-party costs, will be borne and paid or reimbursed by the Company and included in the marketing budget prepared by Trilogy. Trilogy will provide reasonable documentation to support reimbursement claims. Trilogy will not incur any individual reimbursable cost of $500 or more without the written approval from the Company. These reimbursable costs are not third-party marketing costs under “Marketing Budget.” Attorneys’ Fees If any action or proceeding is brought to enforce or interpret any provision of this Agreement, our liability the prevailing party shall be entitled to you recover as an element of its costs, and not its damages, reasonable attorneys’ fees to be fixed by the court. Governing Law This Agreement is made and entered into at Los Angeles, California, and shall be governed by Delaware law without giving effect to the principles of conflicts of law thereof. The invalidity of any provision shall not affect the remaining provisions. The parties hereby consent to the exclusive jurisdiction, venue and forum of any state or federal court in Dover, Delaware with respect to any action, which, in whole or in part, in any manner arises under or relates to his Agreement. Agreed and Accepted: Guardian Technologies International, Inc. Trilogy Capital Partners, Inc. By /s/ Xxxxxxx X. Xxxxxxx By /s/ X.X. Xxxxxxxxx Name Xxxxxxx X. Xxxxxxx X. X. Xxxxxxxxx, President/COO Chairman and CEO EXHIBIT A Indemnification Provisions Guardian Technologies International, Inc., Inc. (the “Company”) unconditionally, absolutely and irrevocably agrees to and shall indemnify and hold harmless Trilogy Capital Partners, Inc. (“Trilogy”) and its past, present and future directors, officers, affiliates, counsel, shareholders, employees, agents, representatives, contractors, successors and assigns (Trilogy and such persons are collectively referred to as the “Indemnified Persons”) from and against any and all losses, claims, costs, expenses, liabilities and damages (or actions in respect thereof) arising out of or related to this Agreement, and any actions taken or omitted to be taken by an Indemnified Party in connection with this Agreement (“Indemnified Claim”). Without limiting the generality of the foregoing, such indemnification shall cover losses, claims, costs, expenses, liabilities and damages imposed on or incurred by the Indemnified Persons, directly or indirectly, relating to, resulting from, or arising out of any: (i) actual or alleged misstatement of fact or omission of fact, or any actual or alleged inaccuracy in any information provided or approved by the Company in connection with the Service will be limited to the engagement, including any actual Losses sustained by youor alleged misstatement, and only to the extent such losses are a direct result of our gross negligenceomission or inaccuracy in any SEC filing, willful misconductpress release, website, marketing material or other document, or bad faithoral presentation or webcast, whether or not the Indemnified Persons relied thereon or had knowledge thereof. IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIALIn addition, EXEMPLARYthe Company agrees to reimburse the Indemnified Persons for legal or other expenses reasonably incurred by them in respect of each Indemnified Claim at the time such expenses are incurred. Notwithstanding the foregoing, INDIRECT, OR PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF YOU ADVISE US OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE SERVICE INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES, LOST EARNINGS OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS, OR FOR ANY INDEMNIFICATION CLAIM, WHETHER CONTRACTUAL, EQUITABLE OR OTHER, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTED. Except to the extent otherwise required or provided in this Agreement or by Applicable Law, our aggregate liability to you for all Losses incurred in connection with any single claim Company shall not exceed be obligated under the amount equal to the monthly billing to you foregoing for the Service over the six (6) month period immediately preceding the date on which the any loss, claim, liability or damage or injury giving rise to such claim that is alleged finally determined by a court with proper jurisdiction to have occurred. You agree and acknowledge that resulted primarily from the limitations willful misconduct (including a willful breach of liability set forth in this section and the indemnification obligations set forth below, as well as elsewhere in this of Trilogy under the Agreement, represent a bargained for allocation ) or bad faith of risk and liability, and the parties agree to respect such allocation of risk and liability. You acknowledge and agree that we would not enter into this Agreement without the limitations of liability and indemnification obligations set forth in this Agreement. The limitations of liability contained in this Agreement shall survive the termination of this AgreementIndemnified Person.

Limitation of Liability. Except as otherwise provided under Applicable Law or in this Agreement, our liability to you in connection with the Service will be limited to the actual Losses sustained by you, and only to the extent such losses are a direct result of our gross negligence, willful misconduct, or bad faith. IN BOMA SHALL HAVE NO EVENT WILL WE BE LIABLE LIABILITY TO LICENSEE OR ANY OTHER INDIVIDUAL OR ENTITY CONNECTED WITH THE LICENSEE FOR ANY CONSEQUENTIALCLAIM, EXEMPLARY, INDIRECTLOSS, OR PUNITIVE DAMAGES DAMAGE OF ANY KIND OR LOST PROFITS, EVEN IF YOU ADVISE US NATURE WHATSOEVER ARISING OUT OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE SERVICE INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES, LOST EARNINGS OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS, OR FOR ANY INDEMNIFICATION CLAIMPROGRAM, WHETHER CONTRACTUALOR NOT KNOWN OR DISCLOSED TO LICENSEE. Section IV: No Warranty BOMA IS PROVIDING THE PROGRAM FOR LICENSEE’S EDUCATIONAL AND RESEARCH USE ONLY. THE PROGRAM IS PROVIDED “AS IS” AND LICENSEE ACCEPTS THE ENTIRE RISK AS TO THE QUALITY, EQUITABLE OR OTHER, REGARDLESS PERFORMANCE AND RESULTS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS USE OF THE BASISPROGRAM. BOMA MAKES NO WARRANTIES OR REPRESENTATIONS, THEORY EXPRESS OR NATURE OF IMPLIED, ORAL OR IN WRITING, WITH RESPECT TO THE ACTION ON WHICH PROGRAM, INCLUDING ITS FITNESS FOR A CLAIM IS ASSERTEDPARTICULAR PURPOSE, MERCHANTABILITY, QUALITY OR ITS NON-INFRINGEMENT. Except to the extent otherwise required or provided in this Agreement or by Applicable Law, our aggregate liability to you for all Losses incurred in connection with any single claim shall not exceed the amount equal to the monthly billing to you Section V: Indemnification Licensee will be solely responsible for the Service over operation and permitted use of the six Program. Licensee specifically undertakes to indemnify and hold BOMA harmless from any loss or damage (6or claim thereof) month period immediately preceding resulting from operation or use of the date on which the Program and related output; provided such loss or damage was not caused solely by BOMA’s negligent or injury giving rise to such claim is alleged to have occurredwillful act. You agree Section VI: Proprietary Property The names and acknowledge that the limitations of liability set forth in this section and the indemnification obligations set forth belowmarks BUILDING OWNERS AND MANAGERS ASSOCIATION INTERNATIONAL, as well as elsewhere in this AgreementBOMA, represent a bargained for allocation of risk and liabilityEXPERIENCE EXCHANGE REPORT, and EER are the parties agree to respect such allocation proprietary intellectual property of risk BOMA and liabilitymay not be used in any manner without prior written authorization from BOMA. You acknowledge The Program is the sole and agree that we would not enter into this Agreement exclusive property of BOMA. Reproduction or redistribution of the Program in whole or in part without the limitations express written consent of liability and indemnification obligations set forth in this Agreement. The limitations of liability contained in this Agreement shall survive the termination of this AgreementBOMA is prohibited.

Limitation of Liability. Except as otherwise provided under Applicable Law In no event shall Siemens’ liability hereunder exceed the actual loss or in this Agreementdamage sustained by Customer, our liability to you in connection with the Service will be limited up to the actual Losses sustained by youpurchase price paid to Siemens for the item(s) of Equipment giving rise to such loss or damage, however, liability for intentional misbehavior and only to the extent such losses are a direct result of our gross negligence, willful misconduct, or bad faithpersonal injury will not be limited. IN NO EVENT WILL WE SIEMENS SHALL NOT BE LIABLE FOR ANY CONSEQUENTIALLOSS OF USE, EXEMPLARYREVENUE OR ANTICIPATED PROFITS, COST OF SUBSTITUTE EQUIPMENT OR SERVICES (UNLESS OTHERWISE AGREED TO BY SIEMENS), OR LOSS OF STORED, TRANSMITTED OR RECORDED DATA. NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, UNFORESEEN, SPECIAL, PUNITIVE OR PUNITIVE CONSEQUENTIAL DAMAGES ARISING OUT OF OR LOST PROFITS, EVEN IF YOU ADVISE US OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE SERVICE INCLUDINGTHIS AGREEMENT. The limitations of Siemens liability contained herein shall apply to Siemens and Siemens’ employees, BUT NOT LIMITED TOagents and subcontractors performing under this Agreement, ATTORNEYS’ FEESregardless of whether such liability is based on breach of contract, LOST EARNINGS OR PROFITStort, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTSstrict liability, OR FOR ANY INDEMNIFICATION CLAIMbreach of warranties, WHETHER CONTRACTUALfailure of essential purpose or otherwise, EQUITABLE OR OTHERand even if Siemens or its employees, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIMagents or subcontractors are advised of the likelihood of such damages. The limitations of Customer’s liability set forth herein do not affect Customer’s liability for Claims (as defined herein) arising out of the negligent or wrongful acts or omissions of Customer, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASISit’s employees or agents in connection with this Agreement or Customer’s indemnification obligations for Claims arising from infringement of intellectual property rights, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTED. Except to the extent otherwise required or provided in this Agreement or by Applicable Law, our aggregate liability to you for all Losses incurred in connection with any single claim shall not exceed the amount equal to the monthly billing to you for the Service over the six (6) month period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurredset forth herein. You agree and acknowledge that the The limitations of Siemens’ liability set forth in this section and the herein do not affect Siemens’ liability for Claims for personal injury arising as a result of Siemens’ negligence or product defect, or Siemens’ indemnification obligations for Claims arising from infringement of intellectual property rights, to the extent set forth below, as well as elsewhere in this Agreement, represent a bargained for allocation of risk and liability, and the parties agree to respect such allocation of risk and liability. You acknowledge and agree that we would not enter into this Agreement without the limitations of liability and indemnification obligations set forth out in this Agreement. The limitations of liability contained in this Agreement shall survive the termination of this AgreementTHE FOREGOING IS A SEPARATE, ESSENTIAL TERM OF THIS AGREEMENT AND SHALL BE EFFECTIVE UPON THE FAILURE OF ANY REMEDY, EXCLUSIVE OR NOT.

Limitation of Liability. Except THE FOUNDATION WILL NOT BE LIABLE TO THE COMPANY UNDER THIS AGREEMENT FOR ANY INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF INCOME OR PROFITS, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF, OR HAD REASON TO KNOW OF, THE POSSIBILITY OF SUCH DAMAGES. Severability The provisions of this Agreement are severable, and the invalidity or unenforceability of any one or more of such provisions shall not affect the validity or enforceability of the remainder of this Agreement which shall remain in full force and effect. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitiute one and the same instrument. Variance Power It is understood that the Agency Fund to be established pursuant to this Agreement will be subject to the provisions of the artices and bylaws of the Foundation, as otherwise provided under Applicable Law may be amended from time to time, including the power reserved by the Board of Directors to modify any condition or restriction on the distribution of funds if in this Agreementits sole judgment (without the approval of any trustee, our liability custodian, or agent), such restriction or condition becomes, in effect, unnecessary, incapable of fulfillment, or inconsistent with the charitable needs of the area served by the Foundation. Marketing. The Company grants to you the Foundation a non-exclusive, non-transferable, revocable license to use the Company’s name, trademarks, copyrights, website listings and service marks (“Licensed Marks”) in connection with the Service will be limited marketing and promotional purposes related to the actual Losses sustained by youAgency Fund and the Foundation. The Foundation agrees not to use the Company’s Licensed Marks in any way that would harm, diminish or impair the Company’s sales, prospects, brand name or reputation. The Foundation acknowledges the Company’s right, title and only interest in and to the extent such losses are a direct result of our gross negligence, willful misconduct, or bad faith. IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, INDIRECT, OR PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF YOU ADVISE US OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NOR WILL WE BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE SERVICE INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES, LOST EARNINGS OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS, OR FOR ANY INDEMNIFICATION CLAIM, WHETHER CONTRACTUAL, EQUITABLE OR OTHER, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASIS, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTED. Except Licensed Marks and acknowledges that nothing herein shall be construed to accord to the extent otherwise required or provided Foundation any rights in the Licensed Marks other than as expressly outlined in this Agreement or by Applicable Lawparagraph. At the direction of the Company, our aggregate liability to you for all Losses incurred in connection with any single claim the Foundation shall not exceed cease use of the amount equal to the monthly billing to you for the Service over the six (6) month period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurred. You agree and acknowledge that the limitations of liability set forth in this section and the indemnification obligations set forth below, as well as elsewhere in this Agreement, represent a bargained for allocation of risk and liability, and the parties agree to respect such allocation of risk and liability. You acknowledge and agree that we would not enter into this Agreement without the limitations of liability and indemnification obligations set forth in this Agreement. The limitations of liability contained in this Agreement shall survive the termination of this AgreementLicensed Marks.

Limitation of Liability. Except as otherwise provided The maximum cumulative and aggregate liability of Autodesk for all claims arising under Applicable Law or related in this Agreement, our liability any manner to you in connection with the Health Check Service will be is limited to Your direct damages and shall not exceed the actual Losses sustained by youtotal Subscription Fees paid for the Subscription with Platinum Support Term in effect when such damages accrue. Further, and only to the extent such losses are a direct result of our gross negligencein no event shall either party be liable for special, willful misconductindirect, incidental, consequential, punitive, or bad faithexemplary damages or for loss of profits, revenues, contracts, customers, loss of data, business interruption, or failure to realize expected cost savings even if advised of the possibility of same or same were reasonably foreseeable. You acknowledge that the Subscription Fees fairly reflect this allocation of risk. Limited Warranty: AUTODESK WARRANTS THAT THE AUTODESK PERSONNEL WILL BE COMPETENT AND QUALIFIED TO PERFORM THE SERVICES ASSIGNED BY CUSTOMER AS AGREED AND SET FORTH IN NO THIS ATTACHMENT 1 TO EXHIBIT D. IN THE EVENT WILL WE OF A BREACH OF THIS WARRANTY, CUSTOMER’S EXCLUSIVE REMEDY AND AUTODESK’S SOLE LIABILITY SHALL BE LIABLE FOR LIMITED TO AUTODESK’S OBLIGATION TO USE ITS REASONABLE EFFORTS TO REPLACE THE RELEVANT PERSONNEL. THESE ARE HEALTH CHECK SERVICE DELIVERY TERMS AND CONDITIONS. ANY CONSEQUENTIALWORK PRODUCT OF ANY KIND, EXEMPLARYIN ANY FORM OR FORMAT, INDIRECT, OR PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF YOU ADVISE US OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NOR WILL WE THAT MAY BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR PROVIDED IN CONNECTION WITH THE SERVICE SERVICES IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEESTHE IMPLIED WARRANTIES OF TITLE, LOST EARNINGS OR PROFITSNON-INFRINGEMENT, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTSMERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Ownership: Autodesk shall own all systems, OR FOR ANY INDEMNIFICATION CLAIMsoftware, WHETHER CONTRACTUALdocumentation, EQUITABLE OR OTHERtools, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIMutilities, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASISmethodologies, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTED. Except specifications, techniques, trade secrets, know how, and other materials, owned or in the possession of Autodesk prior to the extent otherwise required effective date of this Consulting Services Order or provided in this Agreement or developed by Applicable Law, our aggregate liability to you for all Losses incurred Autodesk hereunder and/or used in connection with any single claim shall the Health Check Service, together with all intellectual property rights therein, whether or not exceed they are specifically adapted by Autodesk for use in the amount equal to the monthly billing to you for the Service over the six (6) month period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurred. You agree and acknowledge that the limitations of liability set forth in this section and the indemnification obligations set forth below, as well as elsewhere in this Agreement, represent a bargained for allocation of risk and liability, and the parties agree to respect such allocation of risk and liability. You acknowledge and agree that we would not enter into this Agreement without the limitations of liability and indemnification obligations set forth in this Agreement. The limitations of liability contained in this Agreement shall survive the termination of this AgreementHealth Check Service.