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 as otherwise provided under Applicable Law Neither the Indenture Trustee nor any of its directors, officers or employees shall be liable for any action taken or omitted to be taken by it or them hereunder, or in connection herewith, except that the Indenture Trustee shall be liable for its negligence, bad faith or willful misconduct; nor shall the Indenture Trustee be responsible for the validity, effectiveness, value, sufficiency or enforceability against the Issuer of this Agreement or any of the Trust Estate (or any part thereof). Notwithstanding any term or provision of this Agreement, our the Indenture Trustee shall incur no liability to you the Issuer for any action taken or omitted by the Indenture Trustee in connection with the Service will be limited Trust Estate, except for the negligence, bad faith or willful misconduct on the part of the Indenture Trustee, and, further, shall incur no liability to the actual Losses sustained by youIssuer except for negligence, bad faith or willful misconduct in carrying out its duties to the Issuer. The Indenture Trustee shall be protected and shall incur no liability to any such party in relying upon the accuracy, acting in reliance upon the contents, and only assuming the genuineness of any notice, demand, certificate, signature, instrument or other document reasonably believed by the Indenture Trustee to be genuine and to have been duly executed by the appropriate signatory, and (absent actual knowledge of a Responsible Officer of the Indenture Trustee to the extent such losses contrary) the Indenture Trustee shall not be required to make any independent investigation with respect thereto. The Indenture Trustee shall at all times be free independently to establish to its reasonable satisfaction, but shall have no duty to independently verify, the existence or nonexistence of facts that 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 condition to the extent otherwise required exercise or provided in this Agreement enforcement of any right or by Applicable Lawremedy hereunder or under any of the other Transaction Documents. The Indenture Trustee may consult with independent counsel, our aggregate liability to you for all Losses incurred in connection with any single claim and shall not exceed be liable for any action taken or omitted to be taken by it hereunder in good faith and in accordance with 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 written advice of 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 Agreementcounsel.

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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 Seller’s liability on any claim of any kind, including negligence, for any loss or damage arising out of, connected with, or resulting from this contract, or the performance or breach thereof or from the design, manufacture, sale, repair or use of any products covered by or provided under Applicable Law or this contract, shall in this Agreement, our liability to you in connection with no case exceed that part of the Service will be limited contract price which is allocable to the actual Losses sustained by youproduct, and only (or part thereof), that gives rise to the extent such losses are a direct result of our gross claim, except as provided in the Section “5” hereof, entitled “PATENTS”. Seller also disclaims all liability, whether in warranty, contract, tort, (including negligence), willful misconductstrict liability, or bad faithotherwise, to any Purchaser other than the original Purchaser. IN NO EVENT WILL WE EVENT,WHETHER THE CLAIM IS BASED UPONWARRANTY, CONTRACT, TORT, (INCLUDING NEGLIGENCE) STRICT LIABILITY OR OTHERWISE SHALL SELLER OR ITS SUPPLIERS BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARYSPECIAL, INDIRECT, INCIDENTAL 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 TO LOSS OF PROFIT OR PROFITSREVENUES, LOSS OF USE OF THE PRODUCTS PROVIDED OR ANY ASSOCIATED PRODUCTS OR EQUIPMENT, DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTSTO ASSOCIATED PRODUCTS OR EQUIPMENT, COST OF CAPITAL, COST OF SUBSTITUTE PRODUCTS OR EQUIPMENT, FACILITIES, DOWNTIME COSTS, LABOR OR ASSOCIATED EXPENSES, OR CLAIMS OF PURCHASER’S CUSTOMER FOR ANY INDEMNIFICATION CLAIMSUCH COSTS. All causes of action arising against Seller or its suppliers arising out of or relating to these terms and conditions of sale, 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 or the extent otherwise required performance or provided in this Agreement or by Applicable Law, our aggregate liability to you for all Losses incurred in connection with any single claim breach hereof shall not exceed expire unless brought within one (1) year 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 time 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 Agreementaccrual thereof.

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 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 or Without affecting our specific disclaimers and limitations of liability elsewhere in this AgreementContract, our Hurtigruten’s liability is limited to you in connection with the Service will under this Contract. Hurtigruten shall 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 incurred any loss, injury, death, property damage, delay, or harm of any kind caused by or arising from events outside of Hurtigruten’s reasonable control, including but not limited to acts of God, war, piracy, terrorism, civil strife, labor conflicts, weather conditions, perils of the sea, mechanical breakdown, or collisions. In addition to our disclaimer of liability as to your relationship with your Agent set forth above, Hurtigruten shall not be liable or responsible to the customer in connection with any single claim way for any injury, death, illness, delay, loss, or damage not shown to be caused by Hurtigruten’s negligence or fault. Hurtigruten is also not liable for damages for emotional distress, mental suffering, or psychological injury of any kind that does not result from a physical injury to the customer, actual risk of physical injury to the customer, or intentionally inflicted by Hurtigruten. FOR ALL CRUISES THAT DO NOT EMBARK, DISEMBARK OR CALL IN A UNITED STATES PORT, HURTIGRUTEN SHALL AT ALL TIMES BE ENTITLED TO ANY AND ALL LIMITATIONS OF LIABILITY, IMMUNITIES, AND RIGHTS SPECIFIED UNDER THE ‘CONVENTION RELATING TO THE CARRIAGE OF PASSENGERS AND THEIR LUGGAGE AT SEA’ OF 1974 (AS AMENDED BY THE 1976 ‘PROTOCOL TO THE ATHENS CONVENTION RELATING TO THE CARRIAGE OF PASSENGERS AND THEIR LUGGAGE BY SEA’) (HEREINAFTER ‘ATHENS CONVENTION’). In the case of personal injury or death, Hurtigruten’s liability shall not exceed 400,000 Special Drawing Rights (‘SDR’) per customer per occasion (approximately USD $ 565,000.00 as of August 26, 2020, which amount fluctuates daily depending on the exchange rate as printed in the Wall Street Journal). If the personal injury or death was caused by a shipping incident (defined as shipwreck, capsizing, collision or stranding, explosion, fire, or defect in the ship), Hurtigruten’s liability is limited to 250,000 SDR (approximately USD $ 355,000.00 as of August 26, 2020, which amount equal fluctuates daily depending on the exchange rate as printed in the Wall Street Journal), but can increase to 400,000 SDR unless Hurtigruten proves that the monthly billing shipping incident occurred without Hurtigruten’s fault or neglect. Shipping incidents do not include incidents that result from acts of war, hostilities, civil war, insurance or natural disasters, or that result from intentional acts or omissions of third parties. Hurtigruten shall not be liable for money, securities, and other valuables such as gold, silver, jewels, watches, ornaments, financial instruments, and works of art unless Hurtigruten has received them for safekeeping. Hurtigruten’s liability for loss of or damage to you luggage (defined as any article or vehicle carried by Hurtigruten under a contract of carriage, excluding articles and vehicles carried under a charterparty, bill of lading, or contract primarily concerned with the carriage of goods, and live animals), including any items received for safekeeping, shall not exceed 3,375 SDR (approximately USD $ 4,800.00 as of August 26,2020, which amount fluctuates daily depending on the Service over exchange rate as printed in the six Wall Street Journal). Hurtigruten’s liability for loss of or damage to cabin luggage (6) month period immediately preceding the date on defined as luggage which the customer has in his or her cabin or is otherwise in the customer’s possession, custody, or control), shall not exceed 2,250 SDR (approximately USD $ 3,200.00 as of August 26, 2020, which amount fluctuates daily depending on the exchange rate as printed in the Wall Street Journal). Hurtigruten’s liability for loss of or damage to vehicles, including all luggage carried in or injury giving rise to such claim is alleged to have occurredon the vehicle, shall not exceed 12,700 SDR (approximately USD $ 18,000.00 as of August 26,2020, which amount fluctuates daily depending on the exchange rate as printed in the Wall Street Journal). You agree and acknowledge that the limitations of liability set forth in this section and the indemnification obligations set forth belowIN ALL CASES, 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 AgreementLOSSES SHALL NOT INCLUDE PUNITIVE OR EXEMPLARY DAMAGES.

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 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 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 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 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 GMP shall not be liable to BUYER or BUYER’s customers for direct, indirect, incidental, punitive, special or consequential damages or losses of any kind whatsoever, including but not limited to, transportation costs, loss of profit or anticipated profit, loss of business, business opportunity, goodwill, or loss of production caused by any delay, failure of delivery, or failure of PRODUCT to conform to specifications. BUYER specifically understands and agrees that GMP shall not be liable in this Agreementtort, our whether based on negligence, strict liability or any other theory of tort liability, for any action or failure to you in connection act with the Service will be limited respect to the actual Losses sustained by yousale or delivery of PRODUCT. In the event of a failure to deliver or the non- conformance of PRODUCT, and only such failure or non-conformance is due to the extent such losses are a direct result fault of our gross negligenceGMP, willful misconduct, or bad faithliability of GMP shall not exceed an amount equivalent to the sales price of PRODUCT for the particular transaction at issue. IN NO EVENT WILL WE SHALL GMP BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, INDIRECT, DAMAGES OF ANY KIND ARISING FROM (A) ANY INJURY TO ANY PERSON OR PUNITIVE DAMAGES PROPERTY CAUSED BY THE PRODUCT OR LOST PROFITS, EVEN IF YOU ADVISE US OF THE POSSIBILITY (B) DEFECTS IN (C) OR MISUSE OF SUCH DAMAGES OR LOSSESPRODUCT UNDER ANY THEORY OF LIABILITY INCLUDING WITHOUT LIMITATION PRODUCT LIABILITY EXCEPT ONLY IN THE CASE OF PERSONAL INJURY WHERE AND TO THE EXTENT THAT APPLICABLE LAW REQUIRES SUCH LIABILITY. NOR WILL WE IN ADDITION, IN NO EVENT SHALL GMP BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES THAT YOU MAY SUFFER ARE DIRECTLY OR INCUR IN CONNECTION WITH INDIRECTLY RELATED TO THE SERVICE INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES, LOST EARNINGS OR PROFITS, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTSUSE OF, OR FOR ANY INDEMNIFICATION CLAIMTHE INABILITY TO USE, WHETHER CONTRACTUALTHE SERVICE, EQUITABLE THE SITE OR OTHERITS CONTENT, REGARDLESS OR THE PURCHASE 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 AgreementPRODUCT.

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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 (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 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 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 EXCEPT AS PROHIBITED BY LAW OR FOR CLAIMS ARISING UNDER SECTIONS 7.2 OR 7.3, THE CUMULATIVE, AGGREGATE LIABILITY OF WHATCOUNTS, ITS CONTRACTORS, LICENSORS AND SUPPLIERS (INCLUDING ATTORNEYS FEES AWARDED UNDER THIS AGREEMENT) TO CUSTOMER, AUTHORIZED USERS, AND ANY OTHER THIRD PARTIES FOR ALL CLAIMS, LIABILITIES AND DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ALL ITS SCHEDULES, ADDENDA OR AMENDMENTS THERETO, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE SUBSCRIPTION FEES PAID BY CUSTOMER TO WHATCOUNTS UNDER THE APPLICABLE SUBSCRIPTION SCHEDULE(S) IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM ACCRUED. Notwithstanding the provisions of this Section, this Agreement shall not limit the liability of either party for real or personal property damage or personal injury, including death, arising from the negligence of WhatCounts and WhatCounts’ employees acting in the course of their employment. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS SET OUT IN THIS AGREEMENT HAVE BEEN FREELY NEGOTIATED AND THAT WHATCOUNTS WOULD NOT HAVE ENTERED INTO THIS AGREEMENT WITHOUT SUCH LIMITATIONS. Dispute Resolution All disputes of every kind and nature between Customer and WhatCounts arising out of or in connection with this Agreement, our liability to you in connection with including the Service will be limited to the actual Losses sustained by youconstruction, and only to the extent such losses are a direct result of our gross negligencevalidity, willful misconductinterpretation, enforceability, 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 breach of liability set forth in this section and the indemnification obligations set forth below, as well as elsewhere in this Agreement, represent shall be addressed first in an informal dispute process. If an informal dispute process is unsuccessful in resolving a bargained for allocation dispute, the dispute shall be submitted to binding arbitration pursuant to the then existing Commercial Arbitration Rules of risk the American Arbitration Association ("Rules"). Unless otherwise mutually agreed, the arbitration shall be conducted with a single arbitrator, selected in accordance with the Rules. Each party shall bear its own costs of arbitration. The arbitrator shall be fluent in the English language and liabilityhave experience in commercial contract and intellectual property laws. Arbitration hearings shall be conducted in Atlanta, Georgia and the award rendered by the arbitrators shall be final and binding on all parties agree to respect such allocation the proceeding. Judgment on any award may be entered by either party in any court of risk competent jurisdiction. Subject to Section 12.6, nothing contained herein shall be deemed to give the arbitrator any authority, power, or right to alter, change, amend, modify, add to, or subtract from any of the provisions of this Agreement. Customer and liability. You acknowledge and WhatCounts agree that we would not enter into the provisions hereof shall be a complete defense to any suit, action, or proceeding instituted in any federal, state, or other country’s court or before any administrative tribunal with respect to any controversy or dispute arising under this Agreement without and which is arbitrable as herein set forth. Notwithstanding the foregoing, either party may seek injunctive relief in any court of law or equity having jurisdiction to assert, protect or enforce its rights in: (i) any Intellectual Property Rights, including any rights it has in patents, copyrights, trademarks, or trade secrets; (ii) the license limitations of liability and indemnification obligations set forth in Section 2; or (iii) Confidential Information as described in this Agreement. The limitations parties agree that any Confidential Information of liability contained in this Agreement either party shall survive be disclosed during arbitration or litigation only upon the termination issuance of appropriate protective orders limiting the disclosure or discoverability of such information outside of the arbitration or litigation of this Agreement.

Limitation of Liability. Except Seller will have no liability (for indemnification or otherwise) with respect to Claims for indemnification under Section 8.1 or for Claims as otherwise provided under Applicable Law a result of any breach of, or in connection with, this Agreement, our liability to you Agreement or any documents entered into by Seller in connection herewith whatsoever (except with respect to Claims for indemnification associated with, or for Claims resulting from, any breach of Section 9.3 or Article 10 by Seller) until the Service total of all Claims with respect to such matters exceed Fifty Thousand Dollars and No/100 ($50,000) (the "Threshold Amount"), whereupon the Buyer may claim indemnification or payment for the full amount of such Claims. Buyer will have no liability (for indemnification or otherwise) with respect to Claims for indemnification under Section 8.2 or for Claims as a result of any breach of, or in connection with, this Agreement or any documents entered into by Buyer in connection herewith whatsoever (except with respect to a claim for payment of the Note in accordance with its terms) until the total of all Claims with respect to such matters exceed the Threshold Amount, whereupon Seller may claim indemnification or payment for the full amount of such Claims. Notwithstanding the foregoing, neither Buyer nor Seller shall have or incur liability (for indemnification or otherwise) under this Article VIII or for any breach of, or in connection with, this Agreement or any documents entered into by Buyer or Seller in connection herewith whatsoever ((i) except, with respect to Buyer only, for a claim for payment of the Note in accordance with its terms; and (ii) except, with respect to Seller only, for Claims for indemnification associated with, or for Claims resulting from, any breach of Section 9.3 or Article 10 by Seller) which in the aggregate exceeds Six Hundred Thousand Dollars and No/100 ($600,000). However, this Section 8.8 will not apply to any intentional breach by Buyer or Seller of any of its covenants, agreements or obligations hereunder or under any agreements entered into in connection herewith, and Buyer or Seller, as the case may be, will be limited liable for all Claims with respect to such intentional breaches. Seller and Buyer will only have liability (for indemnification or otherwise) with respect to Claims under Sections 8.1 or 8.2 or for any breach of, or in connection with, this Agreement or any documents entered into by Seller or Buyer in connection herewith ((i) except, with respect to the actual Losses sustained Buyer only, for a claim for payment of the Note in accordance with its terms and (ii) except, with respect to the Seller only, for Claims for indemnification associated with, or for Claims resulting from, any breach of Section 9.3 or Article 10 by youSeller) if, and only on or prior to the second anniversary of the Closing Date (or in the case of covenants, the performance of which occurs after the Closing Date, within two (2) years after the date performance did, or should have, occurred), the Indemnitee (or Buyer or Seller, as the case may be) shall notify the Indemnifying Party (or Seller or Buyer, as the case may be) of a Claim specifying the factual basis for the Claim in reasonable detail to the extent such losses are a direct result of our gross negligence, willful misconduct, or bad faiththen known. IN NO EVENT WILL WE ADDITION, EXCEPT WITH RESPECT TO CLAIMS FOR INDEMNIFICATION ASSOCIATED WITH, OR FOR CLAIMS RESULTING FROM, ANY BREACH OF SECTION 9.3 BY SELLER, SELLER AND BUYER SHALL ONLY BE LIABLE UNDER THIS ARTICLE VIII FOR DIRECT CLAIMS AND NOT FOR ANY CONSEQUENTIAL, EXEMPLARY, CLAIMS THAT ARE INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR FOR LOST PROFITS, EVEN IF YOU ADVISE US SELLER OR BUYER IS ADVISED 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 AgreementCLAIMS.

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 or provided in this Agreement or by Applicable Lawcontrary, our aggregate liability to you except 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 claims covered under the indemnification obligations set forth belowin Section 8, as well as elsewhere the cumulative liability of Rave to Client and any third party for all claims arising from or relating to this Agreement and/or the operation or use of the Services and Products shall not exceed the total amount of all Fees paid to Rave by Client hereunder during the sixty (60) month period immediately prior to the event, act or omission giving rise to such liability, regardless of whether any action or claim is based on warranty, indemnification, contract, tort, negligence, strict liability or otherwise. The existence of multiple claims will not enlarge this limit. The warranty disclaimers and exclusions and limitations of liability in this 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 bargain between the Parties. Absent any of such disclaimers, 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 for Losses arising as otherwise provided a result of fraud, intentional misstatement, willful misconduct of Sellers, for which the indemnifying party’s liability shall be unlimited, the maximum aggregate liability of Sellers to all Buyer Indemnified Parties, and Buyer to all Seller Indemnified Parties, for all Losses to which such parties are entitled to seek indemnification under Applicable Law or in this AgreementSections 6.2(a) and 6.3(a), our liability to you in connection with the Service will respectively, shall be limited an amount equal to the actual Losses sustained by youPurchase Price (the “Loss Limit”). Additionally, neither Buyer Indemnified Parties nor Seller Indemnified Parties are entitled to seek indemnification except and only to the extent that such losses are Parties’ Losses, in the aggregate, exceed $10,000 (the “Liability Deductible”). For example, if Buyer Indemnified Parties suffered a direct result total of our gross negligence$50,000 of Losses (determined in accordance with the procedures set forth in Section 6.8 below), willful misconductthe Buyer Indemnified Parties would be entitled to recover $40,000 from Sellers (i.e., $50,000 of Losses minus $10,000 Liability Deductible). Nothing contained herein shall limit 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 restrict any party’s right to the extent otherwise required maintain or provided in this Agreement or by Applicable Law, our aggregate liability to you for all Losses incurred recover any amounts in connection with any single action or claim shall not exceed based upon fraud, intentional misstatement, willful misconduct or under any provision of this Agreement or the amount equal other Transaction Documents. In the absence of fraud, intentional misstatement, or willful misconduct, the indemnification provisions set forth in this Article 6 will be the sole and exclusive remedy and recourse for Losses 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 Buyer Indemnifies Parties and Sellers Indemnifies Parties are entitled to seek indemnification under Sections 6.2(a) and 6.3(a), respectively. Any liability for indemnification under this Article 6 shall be determined without duplication of recovery by multiple parties and by reason of the state of facts giving rise to such claim is alleged to have occurred. You agree and acknowledge that the limitations liability constituting a breach of liability set forth in this section and the indemnification obligations set forth belowmore than one representation, as well as elsewhere in this Agreementwarranty, 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 Agreementcovenant or agreement. The limitations amount of liability contained in any Losses for which indemnification is entitled under this Agreement Article 6 shall survive be reduced by any amounts recovered by the termination applicable indemnified party (or any other person or entity that receives payment on account of this Agreementamounts payable to the indemnified party) under insurance policies or any other source.

Limitation of Liability. Except XXXXXXXX REPORTS™ shall exercise reasonable efforts to furnish the Subscrib- er with accurate information. Both Subscriber and XXXXXXXX REPORTS™ hereby agree that XXXXXXXX RE- PORTS™, its authorized service vendor, and suppliers shall not be liable to Subscriber for any injury or damage resulting from the furnishing of information to Subscriber by XXXXXXXX REPORTS™, provided that the liability did not arise as otherwise a result of gross negligence or willful misconduct of XXXXXXXX REPORTS™. Subscriber acknowl- edges that all data and information provided and/or sold to Subscriber under Applicable Law this Agreement is purchased “as is”. INDEMNIFICATION: Subscriber shall indemnify and hold XXXXXXXX REPORTS™, its authorized service ven- dor, and suppliers harmless from and against any and all costs, expenses, and liabilities which may be paid by or in this Agreement, our liability assessed against XXXXXXXX REPORTS™ based upon the illegal use by Subscriber of any information furnished to you in connection with Subscriber by XXXXXXXX REPORTS™. CONTRACT IN ENTIRETY: This Agreement sets forth the Service entire understanding and agreement between XXXXXXXX REPORTS™ and Subscriber and may be modified only by a written amendment executed by both parties. SUBSCRIBER FEES: There are no Subscription fees or monthly support fees. Monthly billing will be processed for services rendered covering all orders placed in respective month. CHARGES AND PAYMENT REQUIREMENTS: For each response to a request for information (including “no record”), Subscriber agrees to pay the applicable charge for the various services rendered to Subscriber. Payment by Subscriber shall be due within fifteen (15) days from date of billing Statement. PAST DUE ACCOUNTS: At the option of XXXXXXXX REPORTS™, payments not received within thirty (30) days after the date of the statement shall cause Subscribers privileges to be suspended. Subscriber agrees that Past Due Balances may be charged a finance charge of 1 ½ % per month (18% APR). Subscriber further agrees to pay any and all costs of collection on unpaid balances, including but not limited to the actual Losses sustained by youreasonable attorneys fees, court costs, collection costs, 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 Agreementexpenditures related thereto.

Limitation of Liability. Except as otherwise provided Ruckus and its suppliers shall not under Applicable Law any circumstances be liable for any special, incidental, indirect or consequential damages, any loss of profits, data or revenues, or the costs of replacement or substitute products, arising from the purchase, use or inability to use the Products, whether in this Agreementcontract or tort (including negligence), our even if Ruckus has been informed in advance of the possibility of such damages. Ruckus’ total aggregate liability to you in connection with for damages of any nature, regardless of the Service will be form of action, is limited to the actual Losses sustained purchase price paid by the Customer for the Product upon which liability is based. Some JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU. Governing Law and Your Rights The laws of the State of California shall govern these warranties and all disputes that may arise from them. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this warranty and is strictly excluded. You hereby agree to all terms of this warranty in the English language. This warranty gives you specific legal rights, and you may also have other rights which vary from jurisdiction to jurisdiction, some of which are noted. Software License Agreement RUCKUS IS WILLING TO LICENSE THE SOFTWARE AS EMBEDDED IN THE ASSOCIATED HARDWARE (COLLECTIVELY, THE “PRODUCT”) TO YOU ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS AND CONDITIONS IN THIS AGREEMENT. PLEASE READ THE TERMS AND CONDITIONS BELOW CAREFULLY. BY INSTALLING AND/OR USING THE PRODUCT, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. If you do not agree to these terms and conditions, Ruckus is unwilling to license the Software to you, and only to you should not use or install the extent such losses are a direct result of our gross negligenceProduct. If this is the case, willful misconductyou should immediately contact Ruckus Wireless, 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 AgreementInc. at xxx.xxxxxxxxxxxxxx.xxx.

Limitation of Liability. Except as otherwise provided under Applicable Law or in Each party to this AgreementAgreement agrees to defend, our liability to you in connection with the Service will be limited to the actual Losses sustained by youindemnify, and only hold harmless the other party and its respective officers, directors, members, managers, partners, employees, shareholders, and affiliates from any claim, damage, loss, or reasonable expense, including any insurance deductible, reasonable attorney’s fees resulting from the bodily injury or property damage caused by an occurrence and arising out of the ownership, maintenance, or use of the Aircraft which results from the gross negligence or willful misconduct of such party, provided that neither party shall be liable for any such loss to the extent that such losses are a direct result loss is covered through the payment of our gross negligenceinsurance proceeds from the insurance policies described in Section 8 unless: (a) such loss is covered by such policies, willful misconduct, but the amount of such loss exceeds the policy limits; 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 (b) such loss consists of expenses incurred in connection with any single claim shall loss covered, in whole or in part, by the insurance policies in effect, but such expenses are not exceed payable under the amount equal to the monthly billing to you for the Service over the six insurance policies in effect, excluding any insurance deductibles. EACH PARTY AGREES THAT (6A) month period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurredTHE PROCEEDS OF INSURANCE TO WHICH IT IS ENTITLED, (B) ITS RIGHTS TO INDEMNIFICATION FROM THE OTHER PARTY UNDER THIS SECTION, AND (C) ITS RIGHT TO COLLECT DAMAGES ARISING IN CONTRACT FROM A MATERIAL BREACH OF THE OTHER PARTY’S OBLIGATIONS UNDER THIS AGREEMENT ARE THE SOLE REMEDIES FOR ANY DAMAGE, LOSS OR EXPENSE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. You agree and acknowledge that the limitations of liability set forth in this section and the indemnification obligations set forth belowEXCEPT AS SET FORTH IN THIS SECTION, as well as elsewhere in this AgreementEACH PARTY WAIVES ANY RIGHT TO RECOVER ANY DAMAGE, represent a bargained for allocation of risk and liabilityLOSS OR EXPENSE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR OR HAVE ANY DUTY FOR INDEMNIFICATION OR CONTRIBUTION TO THE OTHER PARTY FOR ANY CLAIMED INDIRECT, and the parties agree to respect such allocation of risk and liabilitySPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY DAMAGES CONSISTING OF DAMAGES FOR LOSS OF USE OR DIMINUTION IN VALUE OF THE AIRCRAFT, OR LOSS OF PROFIT. 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 AgreementLESSOR SHALL NOT BE ENTITLED TO THE BENEFIT OF THE LIMITATION SET FORTH IN THIS PARAGRAPH OF SECTION 11.2 IN THE EVENT THAT LESSOR FAILS TO MAINTAIN THE INSURANCE COVERAGES REQUIRED HEREUNDER.

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 CLAIMand loss of business or profits by you. NetCarrier assumes no responsibility for the availability or performance of any systems or related facilities under the control of other entities, WHETHER CONTRACTUALeven if NetCarrier has acted as your agent in arranging for such facilities or services. Such facilities are provided subject to such degree of protection or non-pre-emptibility as may be provided by the other entities. NetCarrier shall not be liable for damages or adjustment, EQUITABLE OR OTHERrefund or cancellation of charges unless you have notified NetCarrier in writing of any interruption in Service or dispute concerning charges, 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 including the basis of any claim for damages prior to the extent otherwise required due date for payment after the invoice is rendered or provided in this Agreement or a debit is effected 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 for the Service over the six (6) month period immediately preceding the date on which the damage or injury call 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 liabilitydispute or claim. 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 as otherwise provided The Managers 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 Equity Offering and the Applicant understands and expressly agrees that it is applying for and subscribing Offer Shares on this basis. The Managers make no undertaking, representation or warranty, express or implied, to the Applicant regarding the accuracy or completeness of the Offering Materials and any other information (whether written or oral), concerning the Company, the Offer Shares or the Equity Offering received by the Applicant whether such information was received through the Managers or otherwise, and the Applicant acknowledges by the Applicant’s application that the Applicant has not been induced to enter into this Application Agreement by any representation, warranty or undertaking by any of the aforementioned. Overdue and missing payments: Overdue payments will be limited charged with interest at the applicable rate under the Norwegian Act on Interest on Overdue Payment of 17 December 1976 No. 100; 8.50% 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 Offer Shares allocated to such Applicant will not be delivered to the actual Losses sustained Applicant. The Applicant will remain liable for payment of the Offer Shares allocated to it. The Company and the Managers reserve the right in this case 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, without further notice sell, assume ownership to or otherwise dispose of the allocated Offer Shares in accordance with applicable law. The Company and the Managers further reserve the right (but have no obligation to) to have the Managers advance the subscription amount on behalf of Applicants who have not paid for the Offer Shares allocated to them. The non-paying Applicants will remain fully liable for the subscription amount payable for the Offer Shares allocated to them, irrespective of such payment by youthe Managers. The non-paying Applicant will be liable for any loss, cost and only to expenses suffered or incurred by the extent such losses are Company and/or the Managers 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 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 such disposal. The non-paying Applicant will be liable for payment of the entire amount due, interest, costs, charges and expenses accrued (and will not exceed the amount equal be entitled 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 belowprofits, as well as elsewhere in this Agreement, represent a bargained for allocation of risk and liabilityif any), and the parties agree to respect Company and/or Managers may enforce payment for any such allocation of risk amount outstanding. Third party rights: This Application Agreement is entered into between the Applicant and liabilitythe Company, and provides the Managers with rights and entitlements as a third party in so far as is stipulated herein. You acknowledge and agree that we would not enter into this Agreement without Governing law: Norwegian law governs the limitations of liability and indemnification obligations set forth in this Application Agreement. Any disputes regarding this Application Agreement which cannot be solved amicably, shall be referred to the ordinary courts of Norway and the Applicant accepts the non-exclusive jurisdiction of the Oslo City Court, , provided, however, that any dispute regarding this Application Agreement or the Equity Offering that involves a claim or action (contractual or non-contractual) against the Managers shall be referred to the exclusive jurisdiction of the Oslo City Court. EXHIBIT II Additional Representations and Warranties Required for US Persons or for Applicants Acquiring Offer Shares in the United States The limitations of liability contained in this Agreement shall survive the termination of this Agreement.Applicant hereby represents and warrants that:

Limitation of Liability. Except as otherwise 6.3.1 With respect to any claim or suit, whether based in contract, tort or any other theory of legal liability, by ITC/\DeltaCom, any ITC/\DeltaCom customer or by any other person or entity, for damages associated with any of the services provided under Applicable Law by BellSouth pursuant to or in connection with this Agreement, our including but not limited to the installation, provision, preemption, termination, maintenance, repair or restoration of service, and subject to the provisions of the remainder of this Part A, BellSouth's liability to you in connection with the Service will 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 an amount equal to the monthly billing to you proportionate charge for the Service over service provided pursuant to this Agreement for the six (6) month Florida period immediately preceding the date on during which the damage service was affected. With respect to any claim or injury giving rise suit, whether based in contract, tort or any other theory of legal liability, by BellSouth, any BellSouth customer or by any other person or entity, for damages associated with any of the services provided by ITC/\DeltaCom pursuant to such claim is alleged to have occurred. You agree and acknowledge that the limitations of liability set forth or in this section and the indemnification obligations set forth below, as well as elsewhere in connection with this Agreement, represent a bargained for allocation including but not limited to the installation, provision, preemption, termination, maintenance, repair or restoration of risk and liabilityservice, and subject to the parties agree provisions of the remainder of this Part A, ITC/\DeltaCom's liability shall be limited to respect such allocation of risk and liability. You acknowledge and agree that we would not enter into an amount equal to the proportionate charge for the service provided pursuant to this Agreement without for the limitations period during which the service was affected. Notwithstanding the foregoing, claims for damages by ITC/\DeltaCom, any ITC/\DeltaCom customer or any other person or entity resulting from the gross negligence or willful misconduct of liability BellSouth and indemnification obligations set forth claims for damages by ITC/\DeltaCom resulting from the failure of BellSouth to honor in this Agreement. The limitations one or more material respects any one or more of liability contained in the material provisions of this Agreement shall survive not be subject to such limitation of liability. Likewise, claims for damages by BellSouth, any BellSouth customer or any other person or entity resulting from the termination gross negligence or willful misconduct of ITC/\DeltaCom and claims for damages by BellSouth resulting from the failure of ITC/\DeltaCom to honor in one or more material respects any one or more of the material provisions of this AgreementAgreement shall not be subject to such limitation of liability.

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 to the extent otherwise restricted by applicable law, we are responsible only for performing Services as otherwise provided under Applicable Law or expressly stated in this Agreement, our liability to you in connection with the Service and will be limited to the actual Losses sustained liable only for material losses incurred by you, and only you to the extent such losses are a direct directly result of from our gross negligence, willful negligence or intentional misconduct, or bad faith. IN NO EVENT WILL WE OR ANY OF OUR OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, LICENSORS, OR THIRD PARTY SERVICE PROVIDERS BE LIABLE FOR ANY CONSEQUENTIALCONSEQUENTIAL (INCLUDING WITHOUT LIMITATION LOSS OF DATA, EXEMPLARYFILES, PROFIT OR GOODWILL OR THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICE), INDIRECT, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES DAMAGES, WHETHER IN ACTION UNDER CONTRACT, NEGLIGENCE OR LOST PROFITSANY OTHER THEORY, EVEN IF YOU ADVISE US ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SERVICES, OR THE INABILITY TO USE THE SERVICES, IRRESPECTIVE OF WHETHER WE HAVE OR HAVE NOT 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 INCLUDINGAny claim, 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 action or proceeding by you to enforce the terms of this Agreement or to recover for any Service-related loss must be commenced within one (1) year from the date that the event giving rise to the extent otherwise required claim, action or proceeding first occurs. You agree to cooperate with us in any loss recovery efforts we undertake to reduce any loss or liability that arises in connection with the Services. You acknowledge that Service fees have been established in contemplation of: (1) these limitations on our liability, (2) your agreement to review periodic statements, confirmations, and notices promptly and to timely notify us of any discrepancies or problems; and (3) your agreement to assist us in any loss recovery effort. In addition to our right to reject transactions as provided elsewhere in this Agreement and our other agreements with you, we will not be obligated to honor, in whole or by Applicable Lawin part, our aggregate liability to you for all Losses incurred any transaction or instruction or Communication which: • Is not in connection accordance with any single claim shall not exceed the amount equal term or condition applicable to the monthly billing relevant Service or Account; • We have reason to believe may not be authorized by you or any third person whose authorization we believe is necessary or involves funds subject to hold, dispute, restriction or legal process we believe prevents their withdrawal, transfer or availability; • Would result in us exceeding any limitation of our net funds position established pursuant to present or future Federal Reserve guidelines; • Would violate any applicable law, rule or regulation, or any guidance or directive of any federal or state regulatory authority; • Is not in accordance with any other requirement of our applicable policies, procedures or practices; or • We have reasonable cause not to honor for the Service over the six (6) month period immediately preceding the date on which the damage our 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 Agreementyour protection.

Limitation of Liability. Except as otherwise provided under Applicable Law or in this AgreementTO THE EXTENT ALLOWED BY WASHINGTON LAW ,THE MAXIMUM LIABILITY OF PROQUEST AND ITS LICENSORS, our liability to you in connection with the Service will be limited to the actual Losses sustained by youIF ANY, and only to the extent such losses are a direct result of our gross negligenceUNDER THIS AGREEMENT, willful misconductOR ARISING OUT OF ANY CLAIM RELATED TO THE PRODUCTS, or bad faithFOR DIRECT DAMAGES, WHETHER IN CONTRACT, TORT OR OTHERWISE SHALL BE LIMITED TO THE TOTAL AMOUNT OF FEES RECEIVED BY PROQUEST FROM YOU HEREUNDER UP TO THE TIME THE CAUSE OF ACTION GIVING RISE TO SUCH LIABILITY OCCURRED. IN NO EVENT WILL WE SHALL PROQUEST OR ITS LICENSORS BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, INDIRECT, PUNITIVE OR PUNITIVE SPECIAL DAMAGES RELATED TO THE USE OF THE PRODUCTS OR LOST PROFITSPROQUEST’S FAILURE TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT, EVEN IF YOU ADVISE US ADVISED 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 OTHERDAMAGES, REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH CLAIMPROQUEST OR ITS LICENSORS ARE NEGLIGENT. ProQuest shall indemnify and hold you harmless from liability for all costs or damages incurred by you in any action or threatened action for infringement of any intellectual property right of any third party, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS OF THE BASISrelating to or caused by the Products in the form in which they are furnished hereunder, THEORY OR NATURE OF THE ACTION ON WHICH A CLAIM IS ASSERTEDprovided that you have given ProQuest notice of any suit or threatened suit for infringement brought against you within twenty (20) days of the day of service of the complaint upon you or from the receipt by you of notice of a threatened suit and further provided that ProQuest shall control the defense of any such suit. Except ProQuest shall not be liable hereunder if (i) any infringement or violation claim is based solely upon the use of the Products in combination with programs, equipment or devices not of ProQuest origin, design or selection; or (ii) any infringement or violation claim arises out of your use of the Products in a manner contrary to the extent otherwise required or provided rights granted in this Agreement or by Applicable Lawthe Agreement, our aggregate liability to you for all Losses incurred in connection with any single claim shall not exceed the amount equal including use contrary to the monthly billing to you for the Service over the six (6) month period immediately preceding the date on which the damage Copyright Act of 1976, Title 17 U.S.C. 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 Agreementother intellectual property law.

Limitation of Liability. Except RANCH COMPUTING warrants that it will use all reasonable efforts to perform the Services conforming generally accepted industry standards. RANCH COMPUTING is only held by an obligation of means. The Client acknowledges that RANCH COMPUTING reserves the right to suspend the Services in case of non-payment for any overdue invoice. Thus, in no circumstances, the Client may ask for some compensation to RANCH COMPUTING, in the event of the interruption of the Services arising from any incident of payment. RANCH COMPUTING makes every reasonable effort to maintain the Servers and the Services but RANCH COMPUTING shall not, in any event, be liable for interruptions of the Services (subject to regularly scheduled server and network maintenance cycles) or down-time of the Servers. Indeed, because many events and circumstances are beyond the control of RANCH COMPUTING, RANCH COMPUTING does not in any way warrant or otherwise guarantee the availability of the Services and is not responsible for any delay or loss of data, lack of connection, slow connection, or any other such issues whether due to the active or passive negligence of RANCH COMPUTING. RANCH COMPUTING shall have the right to suspend the Services, as otherwise provided under Applicable Law briefly as possible, at any time and for any reason, generally without notice, but if such suspension lasts or in this Agreement, our liability is to you in connection with last for more than three (3) days the Service Client will be limited to notified of the actual Losses sustained by youreason. THE CLIENT ACKNOWLEDGES AND AGREES THAT RANCH COMPUTING, and only to the extent such losses are a direct result of our gross negligenceITS AGENTS, willful misconductEXECUTIVE, or bad faith. IN NO EVENT WILL WE OR EMPLOYEES SHALL NOT BE LIABLE TO ANYONE FOR ANY CONSEQUENTIALDIRECT OR INDIRECT, INCIDENTAL, UNITIVE, EXEMPLARY, INDIRECTSPECIAL, CONSEQUENTIAL DAMAGES OR SIMILAR DAMAGES, INCLUDING ANY LOST PROFITS OR LOST DATA ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICES EVEN IF RANCH COMPUTING, ITS AGENTS, EXECUTIVE, OR PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF YOU ADVISE US EMPLOYEES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES DAMAGES. THE CLIENT ACKNOWLEDGES AND AGREES THAT UNDER NO CIRCUMSTANCES SHALL RANCH COMPUTING, ITS AGENTS, EXECUTIVE, OR LOSSES. NOR WILL WE EMPLOYEES BE LIABLE FOR DAMAGES THAT YOU MAY SUFFER OR INCUR IN CONNECTION WITH THE SERVICE INCLUDINGANY LOSS, BUT NOT LIMITED TOCOST, ATTORNEYS’ FEESEXPENSE, 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 TO THE LIKELIHOOD OF SUCH CLAIM, LOSS OR DAMAGE WAS KNOWN BY US AND REGARDLESS CLIENT IN AN AMOUNT THAT COLLECTIVELY EXCEEDS THE FEES 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 AgreementSERVICES.

Limitation of Liability. Except Notwithstanding any contrary provision in any of the Loan Documents, it is hereby expressly agreed that, except as otherwise provided under Applicable Law in this Section 5.11 or in any Section of any Loan Document that is substantially similar to this AgreementSection 5.11, our liability to you in connection with the Service will there shall be limited no recourse to the actual Losses sustained assets of Grantor (other than against the Property and any other property given as security for payment of the Mortgage Note) for (i) the payment of principal, interest, Defeasance Deposits, Yield Maintenance Payments or other charges hereunder or under the Mortgage Note or for any other amount that is or may become due and owing to Beneficiary by youGrantor under this Deed of Trust or any of the other Loan Documents or (ii) the performance or discharge of any covenant or undertaking hereunder or under the other Loan Documents, and only in the event of any Event of Default hereunder or thereunder, Beneficiary agrees to proceed solely against the Property and any other property given as security for payment of the Mortgage Note, and Beneficiary shall not seek or claim recourse against Grantor or any Member (other than against the Property and any other property given as security for payment of the Mortgage Note) for any deficiency or for any personal judgment after a foreclosure of the lien of this Deed of Trust or other Security Documents or for the performance or discharge of any covenants or undertakings of Grantor hereunder or under any of the other Loan Documents (except that Grantor may be made a party to a proceeding 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 legally necessary for the Service over conduct of a foreclosure or the six (6) month period immediately preceding exercise of other similar remedies under this Deed of Trust or other Security Documents). Notwithstanding 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 belowforegoing, 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 nothing contained in this Section 5.11 shall relieve Grantor or any Member of any personal liability for any loss, cost, expense, damage or liability arising or resulting from (A) any breach of any representation or warranty made by Grantor in this Deed of Trust that was materially incorrect when made and that was made with fraudulent intent, (B) any amount paid or distributed to the Members, Arden OP, the Manager or any Affiliate of any of them in violation of the provisions of the Loan Documents, (C) fraud or breach of trust including misapplication of Loan proceeds or Awards or other sums that are part of the Property that may come into the possession or control of Grantor or a Member or any Affiliate of any of them, (D) liability of such person under the Environmental Indemnity Agreement or (E) following the occurrence of a Lockbox Event, the willful failure of Grantor to instruct tenants of the Mortgaged Properties to make payments of Rents into the Lockbox Account or the failure of Grantor or the Manager to deposit payments of Rents received by Grantor or the Manager into the Lockbox Account promptly upon receipt thereof. It is hereby expressly agreed that no director, officer, shareholder, partner, member or employee of Grantor or a Member, nor the legal or personal representative, successor or assign of any of the foregoing, nor any other principal of Grantor or a Member, whether disclosed or undisclosed, shall survive have any personal liability under this Deed of Trust or any of the termination other Loan Documents, except as personal liability may be specifically imposed upon a signatory to any Loan Document. It is the intention of the parties hereto that this Section 5.11 shall govern every other provision of the Loan Documents and that the absence of explicit reference to this Section 5.11 in any provision of the Loan Documents or the absence of any Section similar to this Section 5.11 in any Loan Document shall not be construed to deny the application of this AgreementSection 5.11 to such provision, notwithstanding the presence of explicit reference to this Section 5.11 in other provisions of the Loan Documents.

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 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 Custom House will not be liable to the Customer for any loss, costs or damages that the Customer incurs as otherwise provided under Applicable Law a result of the Customer use of Custom House Online or if Custom House Online or any Services are not available, including, if for any reason, Custom House Online or any or all of Services are not available during its normal hours of operation. Without limiting the generality of the foregoing and subject to applicable law, Custom House will specifically not be liable: for communication malfunctions that affect the accuracy or timeliness of messages or instructions between the Customer and Custom House and/or which prevent messages from being transmitted in whole or in this Agreementpart; if the Customer makes errors, our liability however careless, while entering information when using Custom House Online; if any person fails to you log off a personal computer and an unauthorized Instruction is entered into using Custom House Online; if, for any reason, Custom House Online cannot be accessed by the Customer, if Custom House Online does not function or is not available; or for any errors in/or malfunction of software. Custom House will not be responsible for any loss, damages or injury suffered by the Customer by reason of any act or omission that occurred in the course of or in connection with the Service will operation of any Electronic Access Device. Should inaccurate exchange rates (as determined by Custom House acting reasonably) be posted on Custom House’s website by us, such rates may not be honored by Custom House, in our sole discretion, with the exception of exchange rates disclosed on Transaction Confirmations. Custom House’s liability to the Customer and anyone claiming through the Customer hereunder for a breach of this Agreement by Custom House shall be limited to the actual Losses sustained by you, and only foreign currency value of the Transaction relating to the extent such losses are a direct result of our gross negligenceclaim, willful misconductas determined at the date the Transaction was confirmed by Custom House. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, or bad faithTHE CUMULATIVE AGGREGATE LIABILITY OF CUSTOM HOUSE AND ANY OF ITS AFFILIATES INCLUDING WESTERN UNION UNDER THIS AGREEMENT SHALL BE LIMITED TO A MAXIMUM AGGREGATE IN DIRECT DAMAGES SUFFERED IN THE AMOUNT AS CALCULATED ABOVE. IN NO EVENT WILL WE SHALL CUSTOM HOUSE, OR ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY CONSEQUENTIALECONOMIC LOSS, LOST PROFITS, PUNITIVE, EXEMPLARY, SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES SIMILAR DAMAGES, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER OR LOST PROFITS, EVEN IF YOU ADVISE US NOT SUCH PARTY HAS BEEN ADVISED 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 AgreementDAMAGES.

Limitation of Liability. Except as otherwise provided under Applicable Law or in this AgreementTHE TOTAL LIABILITY OF REDTAIL WITH RESPECT TO ANY AND ALL CLAIMS, our liability to you in connection with the Service will be limited to the actual Losses sustained by youIRRESPECTIVE OF THE FORM OF ACTION, and only to the extent such losses are a direct result of our gross negligenceWHETHER IN CONTRACT, willful misconductTORT OR OTHERWISE (INCLUDING WITHOUT LIMITATION, or bad faithNEGLIGENCE AND/OR PRODUCT LIABILITY), ARISING OUT OF OR INCIDENT TO THIS AGREEMENT OR USE OF ANY OF THE VAM PRODUCTS, THE SOFTWARE OR THE SERVICES SHALL NOT EXCEED THE PRICE PAID TO REDTAIL HEREUNDER. IN NO EVENT WILL WE REDTAIL BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, EXEMPLARYINCIDENTAL, INDIRECT, OR PUNITIVE DAMAGES EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS OR LOST PROFITSREVENUES, LOSS OF USE, LOSS OF DATA, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES, SERVICES OR REPLACEMENT POWER, DOWNTIME COST, OR CLAIMS OF CUSTOMER FOR SUCH DAMAGES, EVEN IF YOU ADVISE US REDTAIL KNEW OF OR SHOULD HAVE KNOWN 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 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 Customer acknowledges that the limitations of liability sums set forth in this section and Section reflect the indemnification obligations set forth below, as well as elsewhere in this Agreement, represent a bargained for allocation of risk set forth in this Agreement and liability, and the parties agree to respect such allocation of risk and liability. You acknowledge and agree that we Redtail would not enter into this Agreement without these limitations on its liability. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the limitations of liability and indemnification obligations set forth or exclusions specified in this AgreementSection may not apply to Customer. The limitations Redtail shall have no liability whatsoever to Customer for any claims of liability contained in this Agreement shall survive patent, copyright or other intellectual property right infringement or misappropriation of trade secrets, made against Customer incident to the termination purchase or use by Customer of this AgreementVAM Products or the Software or the Services. Customer agrees to file any lawsuit or other action Customer may have against Redtail or Redtail’s agents, employees, subsidiaries, affiliates or parent companies within one year from the date of the event that caused the loss, damage or liability.

Limitation of Liability. Except as otherwise provided Notwithstanding any provisions contained herein to the contrary, the liability of each of Parent and AOC (each a “Related Borrower”) under Applicable Law or in this Agreement, our liability to you in connection with Agreement and the Service will other Loan Documents shall be limited to an amount not to exceed as of any date of determination the actual Losses sustained amount which could be claimed by youLender from such Related Borrower under the Loan Documents without rendering such claim voidable or avoidable under Section 548 of the Bankruptcy Code (Title 11, U.S.C.) or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law (the “Avoidance Provisions”) after taking into account, among other things, such Related Borrower’s right of contribution and indemnification from other Borrowers, if any. To the extent set forth above, but only to the extent such losses are that the obligations of a direct result of our gross negligenceRelated Borrower hereunder (for each Related Borrower, willful misconductthe “Related Borrower Obligations”) would otherwise be subject to avoidance under the avoidance provisions, if the Related Borrower is not deemed to have received valuable consideration, fair value, fair consideration or reasonably equivalent value for its Related Borrower Obligations, or bad faith. IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIALif its Related Borrower Obligations would render the Related Borrower insolvent, EXEMPLARYor leave the Related Borrower with an unreasonably small capital to conduct its business, INDIRECTor cause the Related Borrower to have incurred debts (or to have intended to have incurred debts) beyond its ability to pay such debts as they mature, 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 in each case as of the time any of its Related Borrower Obligations is deemed to the extent otherwise required or provided in this Agreement or by Applicable Law, our aggregate liability to you for all Losses have incurred in connection with any single claim shall not exceed the amount equal to the monthly billing to you for the Service over purposes if the six (6) month period immediately preceding avoidance provisions, the date on maximum Related Borrower Obligations for which the damage or injury Related Borrower shall be liable hereunder shall be reduced to that amount which, after 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 beloweffect thereto, 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 cause the limitations of liability and indemnification obligations set forth in this Agreement. The limitations of liability contained in this Agreement shall survive Related Borrower Obligations as so reduced, to be subject to avoidance under the termination of this AgreementAvoidance Provisions.

Limitation of Liability. Except as otherwise provided Subscriber acknowledges that ONLINE provides Subscriber access to national credit reporting repositories and various products and services available to Subscriber from those repositories through ONLINE. With regard to limitation of liability, any mention ONLINE shall also apply to Experian, Equifax and Trans Union. Subscriber also acknowledges that the prices ONLINE charges Subscriber for the Services are based upon ONLINE’s expectation that the risk of any loss or injury that may be incurred by use of the Services will be borne by Subscriber and not ONLINE. Subscriber therefore agrees that it is responsible for determining that the Services are in accordance with ONLINE’s obligations under Applicable Law or in this Agreement. If Subscriber reasonably determines that the Services do not meet ONLINE’s obligations under this Agreement, our liability Subscriber shall so notify ONLINE in writing within ten (10) days after receipt of the Services in question. Subscriber’s failure to you in connection with so notify ONLINE shall mean that Subscriber accepts the Service will be limited to the actual Losses sustained by youServices as is, and only to ONLINE shall have no liability whatsoever for the extent such losses are Services. Unless ONLINE disputes Subscriber’s claim, ONLINE shall, at its option, either re-perform the Services in question or issue Subscriber a direct result credit for the amount Subscriber paid for the nonconforming Services. This re-performance or credit constitutes Subscriber’s sole remedy and ONLINE’s maximum liability for any breach 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 by ONLINE. If, notwithstanding the above, liability is imposed on ONLINE, then Subscriber agrees that ONLINE’s total liability for any or by Applicable Lawall of Subscriber’s losses or injuries from ONLINE’s acts or omissions under this Agreement, our aggregate liability regardless of the nature of the legal or equitable right claimed to you for all Losses incurred in connection with any single claim have been violated, shall not exceed the amount equal paid by Subscriber to the monthly billing to you for the Service over ONLINE under this Agreement during 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 breach by ONLINE 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 Subscriber covenants that it will not xxx ONLINE for any amount greater than permitted by this Agreement. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, UNDER NO CIRCUMSTANCES WILL EITHER PARTY HAVE ANY OBLIGATION OR LIABILITY TO THE OTHER HEREUNDER FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES INCURRED BY THE OTHER PARTY (INCLUDING DAMAGES FOR LOST BUSINESS, LOST PROFITS OR DAMAGES TO BUSINESS REPUTATION), REGARDLESS OF HOW SUCH DAMAGES ARISE AND REGARDLESS OF WHETHER OR NOT A PARTY WAS ADVISED SUCH DAMAGES MIGHT ARISE.

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 Buyer 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 for cases of gross negligence or willful misconduct, the liability of any Party to this Agreement shall be limited to direct actual damages, including death, bodily injury, third-party claims, and reasonable attorney's fees, and all other damages at law are waived. Under no circumstances, except for cases of gross negligence or willful misconduct, shall any Party or its directors, officers, employees, and agents, or any of them, be liable to another Party, whether in tort, contract, or other basis in law or equity for any special, indirect, punitive, exemplary, or consequential damages, including lost profits, lost revenues, replacement power, cost of capital, or replacement equipment. This limitation on damages shall not affect any Party's rights to obtain equitable relief, including specific performance, 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. INSURANCE THE INTERCONNECTING PARTY IS REQUIRED TO OBTAIN INSURANCE COVERAGE PRIOR TO COMMENCING CONSTRUCTION AND EXECUTING THIS AGREEMENT. THE INTERCONNECTING PARTY SHALL PROVIDE LGMU WITH PROOF THAT IT HAS A CURRENT HOMEOWNER'S INSURANCE POLICY OR OTHER GENERAL LIABILITY POLICY. THE INTERCONNECTING PARTY SHALL MAINTIAN IN FULL FORCE AND EFFECT, GENERAL LIABILITY INSURANCE FOR PERSONAL INJURY AND PROPERTY DAMAGE IN THE EVENT THAT THE INTERCONNECTING PARTY FAILS TO MAINTAIN THE INSURANCE COVERAGE REQUIRED BY THIS AGREEMENT, LGMU HAS THE RIGHT TO TERMINATE THIS AGREEMENT, IMMEDIATELY TERMINATE THE FACILITY INTERCONNECTION AND REQUIRE THE INTERCONNECTING PARTY TO PERMANENTLY DISCONNECT THE FACILITY FROM THE DISTRIBUTION SYSTEM. LGMU SHALL BE NAMED AS AN ADDITIONAL INSURED UNDER THE REQUIRED POLICIES OF INSURANCE. THE INTERCONNECTING PARTY SHALL PROVIDE A CERTIFICATE OF INSURANCE DOCUMENTING THE REQUIRED COVERAGE AS SET FORTH TO LGMU AND THE CERTIFICATE SHALL BECOME A PART OF THIS AGREEMENT. AUTOMATIC NOTIFICATION TO LGMU MUST BE ESTABLISHED FOR BOTH ANNUAL RENEWALS AND, IF APPROPRIATE, ANY TERMINATION OF SUCH INSURANCE. RENEWABLE ENERGY PROGRAMS Interconnecting Party is encouraged to contact LGMU in regards to renewable energy programs. The limitations LGMU’s contact information is as follows: City of liability contained Long Grove 000 X 0xx Xx. PO Box 210 Long Grove, IA 52756 ACCESS TO PREMISES Interconnecting Party shall allow access to its premises and to the Interconnecting Party’s System by LGMU personnel in accordance with the LGMU Service Rules: (i) to inspect Interconnecting Party’s System, (ii) to read and to replace meters; (iii) to open the load-break disconnect switch, and (iv) to disconnect the interconnection facilities at LGMU meter or transformer. When practical, LGMU shall provide notice to the customer prior to using its right of access. Access to meters shall be free of interference of any kind by any animal or any obstruction that could jeopardize the safety of a LGMU employee. All new meter installations must have four foot clear frontal approach with a minimum of seven feet of headroom, and a two foot clear lateral working area from any part of the meter enclosure or any obstacle. The top of the overhead meter sockets must be installed between four feet six inches (4’6”) and six feet six inches (6’6”) above the finished surface grade. Underground meter sockets must be installed so that the ground line on the meter socket is within six inches of final grade. DISPUTE RESOLUTION Parties shall attempt to resolve all disputes regarding interconnection as provided in this Article in a good faith manner. If there is a dispute between the Parties about an interpretation of the Agreement, the aggrieved Party shall issue a written notice to the other Party to the agreement that specifies the dispute and the Agreement articles that are disputed. A meeting between the Parties shall survive be held within ten business days after receipt of the termination written notice. Persons with decision making authority from each Party shall attend the meeting. If the dispute involves technical issues, persons with sufficient technical expertise and familiarity with the issue in dispute from each Party shall also attend the meeting. If the Parties agree, the meeting may be conducted by teleconference. Pursuit of dispute resolution may not affect an interconnection request or an interconnection applicant's position in the utility's interconnection review order. If the Parties fail to resolve their dispute under the dispute resolution provisions of this Article, nothing in this Article shall affect any Party's rights to obtain equitable relief, including specific performance, as otherwise provided in this Agreement.

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 The Bank undertakes to perform such duties and only such duties as otherwise provided under Applicable Law or are specifically set forth in this Agreement, our it being expressly understood that there are no implied duties hereunder. In addition to other provisions of this Agreement, the Depositor agrees that the Bank (a) will be responsible only for the exercise of reasonable commercial standards of the banking business; (b) will not be liable for any loss or damage to the Securities when such loss or damage is due to any cause other than failure to exercise reasonable commercial standards, and in any event will not be liable for any decline in the market value of the Securities; (c) will not be considered an insurer against risk of loss, damage, destruction or decline in market value of the Securities; and (d) will not have liability to you in connection the Depositor with the Service will be limited respect to the actual Losses sustained services rendered by you, and only the Bank pursuant to this Agreement until such time as the Securities are actually delivered to the extent such losses are a direct result Bank, it being understood and agreed that the Depositor bears the risk of our gross negligence, willful misconduct, or bad faithloss with respect to shipment and delivery of the Securities to Bank. IN NO EVENT WILL WE SHALL THE BANK BE LIABLE LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY CONSEQUENTIAL, EXEMPLARY, INDIRECT, OR PUNITIVE (I) DAMAGES OR LOST PROFITSEXPENSES ARISING OUT OF THE SERVICES PROVIDED HEREUNDER OTHER THAN DAMAGES WHICH RESULT FROM BANK’S FAILURE TO ACT IN GOOD FAITH OR IN ACCORDANCE WITH THE REASONABLE COMMERCIAL STANDARDS OF THE BANKING BUSINESS OR (II) SPECIAL OR CONSEQUENTIAL DAMAGES, EVEN IF YOU ADVISE US THE BANK HAS 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 INCLUDINGIn addition to any and all rights of reimbursement, BUT NOT LIMITED TOindemnification, ATTORNEYS’ FEESsubrogation, LOST EARNINGS OR PROFITSor any other rights pursuant hereto or under law or equity, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTSthe Depositor hereby agrees, 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 permitted by Texas law, to indemnify and hold harmless the Bank and its officers, directors, and agents (the “indemnified parties”) from and against any and all claims, damages, losses, liabilities, reasonable costs, or provided reasonable expenses whatsoever (including attorneys’ fees and court costs) which they may incur (or which may be claimed against them by any person or entity whatsoever) by reason of or in connection with (a) any untrue statement or alleged untrue statement of any material fact contained or incorporated by reference in the information supplied by the Depositor to the Bank or its nominee in connection with the performance of their duties under this Agreement or the related documents, or the omission or alleged omission to state in such information a material fact necessary to make such statements, in the light of circumstances under which they are or were made, not misleading; or (b) the execution and delivery of this Agreement. If any proceeding shall be brought or threatened against any indemnified party by Applicable Law, our aggregate liability to you for all Losses incurred reason of or in connection with the events described in clause (a) or (b), such indemnified party shall promptly notify the Depositor in writing and the Depositor shall assume the defense thereof, including the employment of counsel satisfactory to such indemnified party and the payment of all costs of litigation. Notwithstanding the preceding sentence, such indemnified party shall have the right to employ its own counsel and to determine its own defense of such action in any single claim such case, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the employment of such counsel shall have been authorized in writing by the Depositor or (ii) the Depositor, after due notice of the action, 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 have employed counsel to have occurredcharge of such defense, in either of which events the reasonable fees and expenses of counsel for such indemnified party shall be borne by the Depositor. You agree and acknowledge that the limitations The Depositor shall not be liable for any settlement of liability set forth in any such action effected without its consent. Nothing under this section and is intended to limit the indemnification Depositor’s payment obligations set forth below, as well as contained 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 section shall survive the termination of this Agreement.

Limitation of Liability. Except as otherwise provided under Applicable Law or MYVIEW SYSTEMS undertakes, irrespective of the legal basis (e.g. non-fulfilment, impossibility of fulfilment, delay, warranty, legal defects, negligence in this the making of the Agreement, our breach of collateral duties or tortious act), to provide liquidated dam- ages to the following extent only: In case of intent, MYVIEW SYSTEMS bears full liability. In case of gross negligence and in case of the absence of a promised property, MYVIEW SYSTEMS accepts liability in the amount of the foreseeable loss or damage which was intended to you in connection with be prevented by the Service will be duty of care or the guarantee of properties, but limited to the actual Losses sustained by youamount owed from the Agreement for all cases of loss or damage resulting from this Agreement and requiring reimbursement under this provision. In case of moderate negligence, in case of delay, impossibility and only ordinary negligence infringement of a material contractual obligation or of an obligation so material that the attainment of the purpose of the Agreement is jeopardised, MYVIEW SYSTEMS accepts liability for reimbursement of loss or damage which was typical and foresee- able but limited to the extent net price of the causal module up to a maximum of 50,000.00 € but not for indirect consequential damage, loss of profits, savings not realised or any other forms of loss or damage. Claims for damages shall be excluded in cases in which MYVIEW SYSTEMS is una- ble to meet its obligations because a supplier has not supplied correctly or not sup- plied on time. MYVIEW SYSTEMS shall bear liability only if MYVIEW SYSTEMS fails to implement correctly an order placed by a third-party. Legal liability in case of harm to persons and liability under the Product Liability Act shall remain unaffected by these provisions. Where a MYVIEW SYSTEMS insurance covers the loss or damage, MYVIEW SYSTEMS undertakes to provide the payment under the insurance to the Client in its full amount and without application of the agreed liability limitation but less any amount already paid by MYVIEW SYSTEMS. MYVIEW SYSTEMS shall bear liability for the recovery of data only where the Client has ensured that such losses are a direct result data can be reproduced at reasonable cost and effort from data sets available in machine-readable form. This liability limitation shall be deemed not to apply in case of our intent and 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 objection of liability contained in this Agreement contributory neg- ligence shall survive the termination of this Agreementbe deemed not to be affected by these provisions.

Limitation of Liability. Except Borrower shall not be personally liable for the repayment of any of the principal of or interest due under this Note or for any deficiency judgment which Lender may obtain after foreclosure on its collateral after default by Borrower, provided, however, that Borrower and any general partner of Borrower shall not be exonerated or exculpated for any deficiency, loss or damage suffered by Lender as otherwise provided a result of the failure by Borrower to comply with any of the terms or conditions of the Mortgage or any of the Other Security Documents (other than the provisions relating to the payment of principal, interest or late charges), including but not limited to losses resulting from: (a) Borrower's failure to perform its obligation to properly account to Lender as mortgagee for any proceeds of insurance or condemnation proceeds as required by the Mortgage; (b) Borrower's failure to comply with provisions of the Mortgage prohibiting the sale or further encumbering of the collateral; (c) Borrxxxx'x xttempt to interfere with Lendxx'x xights under Applicable Law the Assignments of Rents and Leases (collectively the "ASSIGNMENT OF RENTS AND LEASES") from Borrower to Lender, or in this Agreement, our liability to you any other assignment of rents granted or any letter of credit issued in connection with the Service will be limited Loan; (d) Borrxxxx'x xailure to apply proceeds of rents and other income of the collateral toward the costs of maintenance and operation of the Mortgaged Property and to the actual Losses sustained by youpayment of taxes, lien claims, insurance premiums and only debt service and other indebtedness to the extent that the Mortgage or Other Security Documents require such losses are rents and income to be so applied; (e) Borrower's entering into or modifying leases in violation of the provisions of the Mortgage or the Assignment of Rents and Leases; (f) Borrower's collection of rentals for periods of more than one month in advance under leases of the Mortgaged Property; (g) the receipt by Borrower of monies in connection with the modification of any existing or future lease or the entering into of a direct new lease in violation of the applicable provisions of the Mortgage or the Assignment of Rents and Leases; (h) damage or destruction to the Mortgaged Property, including its electrical, plumbing, heating or air-conditioning systems or its elevators, except as a result of our gross negligencecasualty; (i) Borrower's failure to pay for any loss, willful misconductliability, damage, cost 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 expense (including attorneys' fees) incurred by Applicable Law, our aggregate liability to you for all Losses incurred Lender in connection with any single claim shall not exceed order, consent decree, settlement, judgment or verdict arising from the amount equal to deposit, storage, disposal, burial, dumping, injecting, spilling, leaking, or other placement or release in, on or from the monthly billing to you for the Service over the six (6) month period immediately preceding the date on which the damage Mortgaged Property of asbestos or injury giving rise to such claim is alleged to have occurred. You agree and acknowledge that the limitations of liability set forth a "hazardous substance" as defined in this section and the indemnification obligations set forth below42 U.S.C. Section 9601, et seq., as well as elsewhere in amended from time to time, or any other toxic or hazardous waste or waste products; (j) Borrower's failure to pay for any loss, liability or expense (including attorney's fees) incurred by Lender arising out of any claim or allegation made by Borrxxxx, xxs successors or assigns, or any creditor of Borrower, that this AgreementNote or the transactions contemplated hereby establish a joint venture or partnership arrangement between Borrower and Lender; (k) any failure on the part of Borrower to comply with any local, 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.state or

Limitation of Liability. Except as otherwise provided The CLIENT releases STANTEC from any liability and agrees to defend, indemnify and hold STANTEC harmless from any and all claims, damages, losses, and/or expenses, direct and indirect, or consequential damages, including but not limited to attorney’s fees and charges and court and arbitration costs, arising out of, or claimed to arise out of, the performance of the SERVICES, excepting liability arising from the sole negligence of STANTEC. It is further agreed that the total amount of all claims the CLIENT may have against STANTEC under Applicable Law or in this AgreementAGREEMENT, our liability including but not limited to you in connection with the Service will claims for negligence, negligent misrepresentation and/or breach of contract, shall be strictly limited to the actual Losses sustained lesser of professional fees paid to STANTEC for the SERVICES or $10,000. No claim may be brought against STANTEC more than two (2) years after the cause of action arose. As the CLIENT’s sole and exclusive remedy under this AGREEMENT any claim, demand or suit shall be directed and/or asserted only against STANTEC and not against any of STANTEC’s employees, officers or directors. STANTEC’s liability with respect to any claims arising out of this AGREEMENT shall be absolutely limited to direct damages arising out of the SERVICES and STANTEC shall bear no liability whatsoever for any consequential loss, injury or damage incurred by youthe CLIENT, including but not limited to claims for loss of use, loss of profits and/or loss of markets. INDEMNITY FOR MOLD CLAIMS: It is understood by the parties that existing or constructed buildings may contain mold substances that can present health hazards and only result in bodily injury, property damage and/or necessary remedial measures. If, during performance of the SERVICES, STANTEC knowingly encounters any such substances, STANTEC shall notify the CLIENT and, without liability for consequential or any other damages, suspend performance of services until the CLIENT retains a qualified specialist to xxxxx and/or remove the mold substances. The CLIENT agrees to release and waive all claims, including consequential damages, against STANTEC, its subconsultants and their officers, directors and employees arising from or in any Professional Services Terms and Conditions on StanNet Forms> Company Forms>Risk Management> Standard Form Agreements PROFESSIONAL SERVICES TERMS AND CONDITIONS Page 2 of 2 way connected with the existence of mold on or about the project site whether during or after completion of the SERVICES. The CLIENT further agrees to indemnify and hold STANTEC harmless from and against all claims, costs, liabilities and damages, including reasonable attorneys’ fees and costs, arising in any way from the existence of mold on the project site whether during or after completion of the SERVICES, except for those claims, liabilities, costs or damages caused by the sole gross negligence and/or knowing or willful misconduct of STANTEC. STANTEC and the CLIENT waive all rights against each other for mold damages to the extent that such losses damages sustained by either party 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 covered 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 Agreementinsurance.

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 OPC OR ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR PUNITIVE CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, REVENUE, DATA OR DAMAGES FROM LOSS OF USE OR LOST PROFITSDELAY, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, HOWEVER ARISING UNDER ANY THEORY (INCLUDING BUT NOT LIMITED TO NEGLIGENCE, CONTRACT, STRICT LIABILITY OR UNDER STATUTE), EVEN IF YOU ADVISE US OPC HAS BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES POTENTIAL CLAIM, LOSS OR LOSSESDAMAGE. NOR WILL WE BE LIABLE OPC’S TOTAL AGGREGATE LIABILITY FOR DAMAGES THAT YOU MAY SUFFER FOR ANY ACTION ASSOCIATED WITH THIS AGREEMENT OR INCUR THE SERVICES PROVIDED SHALL IN NO EVENT EXCEED THE AMOUNT OF THE CONVENIENCE FEE PAID TO OPC 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 ASSERTEDPARTICULAR PAYMENT TRANSACTION GIVING RISE TO DAMAGES HEREUNDER. 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 The foregoing limitation of liability and indemnification obligations set forth exclusion of certain damages shall apply regardless of the success or effectiveness of other remedies. Customer acknowledges that without its agreement to the limitations contained herein, OPC would be compensated differently. Notwithstanding anything to the contrary contained herein, OPC shall not have any liability for delays in this Agreement. The receipt or processing of Customer information or Payment Transactions due to causes beyond its reasonable control, including, without limitation, failures or limitations on the availability of liability contained in this Agreement shall survive the termination of this Agreementthird party telecommunications or other transmission facilities or Customer’s or Patron’s failure to properly enter and/or transmit information.

Limitation of Liability. Except as otherwise provided ETSI, its officers, employees and agents shall have no liability to the Participant in respect of any actual or expected loss of profits, loss of revenue, loss of goodwill, loss of opportunity, loss of business, or increased costs or expenses. ETSI’s total liability to the Participant under Applicable Law any circumstance arising from or in relation to this Agreement, our liability to you in connection with the Service will ISG Participant Agreement shall be limited to the actual Losses sustained amounts paid by youthe Participant to ETSI pursuant to this ISG Participant Agreement. Term and termination Date of Termination THIS ISG PARTICIPANT AGREEMENT SHALL ENTER INTO FORCE AS FROM THE DATE OF ITS EXECUTION BY THE PARTIES AND SHALL REMAIN EFFECTIVE UNTIL THE EARLIER OF (I) THE DATE OF CESSATION OF THE ISG, (II) THE DATE OF THE PARTICIPANT’S RESIGNATION FROM THE ISG, (III) THE DATE OF THE REVOCATION OF THE INVITATION OR AUTHORIZATION OF THE CHAIRMAN OF THE ISG PURSUANT TO WHICH THE PARTICIPANT WAS AUTHORIZED TO ATTEND MEETINGS OF THE ISG, (IV) THE DATE OF RECEIPT OF A NOTICE OF TERMINATION SENT BY ETSI AT ITS DISCRETION IN THE EVENT THAT THE PARTICIPANT COMMITS A MATERIAL BREACH OF ANY OF ITS OBLIGATIONS UNDER THIS ISG PARTICIPANT AGREEMENT (INCLUDING THE ETSI DIRECTIVES AND THE TERMS OF REFERENCE INCORPORATED BY REFERENCE PURSUANT TO ARTICLE 1.1 of this ISG Participant Agreement) and fails to remedy the same within thirty (30) days after receiving notice to do so (hereinafter, the “Date of Termination”), (v) the date that the Participant becomes a full or associate ETSI member or (vi) the date that the Participant has failed to participate in an ISG meeting for a 12 months period. For the purpose of determining the Date of Termination: the date and conditions of cessation of the ISG shall be decided by the Director-General pursuant to Article 8.3.9 of the ETSI Rules of Procedure and clause 3.2 of the ETSI Technical Working Procedures; the Participant may resign from the ISG at any time by sending a notice of resignation to the Chairman of the ISG and the Director-General, and only the date of the Participant’s resignation from the ISG shall be deemed to be the date of receipt of the notice of resignation by the Director-General; the Chairman of the ISG may revoke at any time the invitation or authorization to attend meetings of the Participant by sending a notice of revocation to the extent such losses are Participant and the Director-General, and the date of the revocation shall be deemed to be the date of receipt of the notice of revocation by the Participant; and the notice of termination sent by ETSI in the event of a direct result material breach 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 its obligations by the Participant under this ISG Participant Agreement shall be sent to the extent otherwise required Chairman of the ISG and the Participant, and the date of receipt of the notice of termination shall be deemed to be the date of its receipt by the Participant. Effect of termination Upon occurrence of the Date of Termination, this ISG Participant Agreement shall automatically terminate and the Participant shall cease to attend meetings of the ISG, and shall no longer receive any information as Participant of the ISG, it being provided however that termination of this ISG Participant Agreement for any reason: shall be without prejudice to any rights or provided in this Agreement obligations which shall have accrued or by Applicable Law, our aggregate liability become due prior to you for the Date of Termination and the Participant shall remain bound to duly perform and complete any and all Losses incurred obligations which shall have arisen out of or in connection with this ISG Participant Agreement prior to the Date of Termination, including any single claim transfer or license of intellectual property rights (or undertakings to transfer or license intellectual property rights) pursuant to the ETSI IPR Policy and Article 2. of this ISG Participant Agreement; shall not exceed affect any right or obligation of any party under Article 4.2 of this ISG Participant Agreement, which shall survive in full force and effect for a period of five (5) years after the amount equal Date of Termination; and shall not prejudice the rights or remedies which any party may have in respect of any breach of the terms of this ISG Participant Agreement prior 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 Date 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 AgreementTermination.

Limitation of Liability. Except as otherwise MDB shall employ due care and attention in preparing the Disclosure(s) hereunder. However, the Company acknowledges that MDB does not warrant or represent the accuracy or completeness of any public information or any information provided under Applicable Law solely by the Company used in any analysis and that inaccurate or incomplete data may affect the validity and reliability of the Disclosure(s). Similarly, MDB makes no representation or warranty with respect to the non-infringement of any of the Assets or Inventions described in this Agreementthe Disclosure(s). MDB makes no warranty, our liability representation, promise, or undertaking with respect to you in connection with any legal or financial consequences of, or any other consequences or benefits obtained from the Service use of any Disclosure(s), including any representation that any patent(s) will be limited granted. The Company assumes all risks related to the actual Losses sustained by youdocumentation or technical information and data which may be subject to U.S. export controls or export or import restrictions in other countries. MDB SPECIFICALLY DISCLAIMS ANY OTHER WARRANTY, and only to the extent such losses are a direct result of our gross negligenceEXPRESS, willful misconductIMPLIED OR STATUTORY, or bad faithINCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. MDB SHALL NOT BE LIABLE ON ACCOUNT OF ANY ERRORS, OMISSIONS, DELAYS, OR LOSSES UNLESS CAUSED BY ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. TO THE FULLEST EXTENT PERMITTED BY LAW, MDB WILL NOT BE LIABLE FOR ANY LOSS, DAMAGE OR INJURY (INCLUDING WITHOUT LIMITATION LOST PROFITS, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES) ALLEGED TO BE CAUSED BY USE OF THE DISCLOSURE(S). MDB IP Engagement Letter June 14, 2012 IN NO EVENT WILL WE BE LIABLE THE TOTAL AGGREGATE LIABILITY OF MDB FOR ANY CONSEQUENTIALCLAIMS, EXEMPLARY, INDIRECTLOSSES, 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 CLAIMARISING UNDER THIS AGREEMENT AND SERVICES PERFORMED HEREUNDER, WHETHER CONTRACTUALIN CONTRACT OR TORT, EQUITABLE OR OTHERINCLUDING NEGLIGENCE, REGARDLESS OF WHETHER EXCEED THE LIKELIHOOD OF TOTAL AMOUNT PAID BY THE COMPANY TO MDB FOR THE DISCLOSURE(S) PROXIMATELY CAUSING 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 AgreementDAMAGE.

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 THE INDEMNIFIED PARTIES BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, EXEMPLARYDIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE EXEMPLARY DAMAGES OR (INCLUDING LOST PROFITS, ANY BREACH OF SECURITY OR ANY DAMAGE TO YOUR DEVICE, LOST DATA, PERSONAL INJURY, PROPERTY DAMAGE, OR LOSSES ARISING OUT OF YOUR USE OF OR RELIANCE ON THE SITE OR YOUR INABILITY TO ACCESS OR USE THE SITE) ARISING FROM, RELATING TO, OR IN ANY WAY CONNECTED WITH THE USE OR THE PERFORMANCE OF THE SITE OR THESE TERMS, HOWSOEVER ARISING AND WHETHER FRAMED IN CONTRACT OR TORT, REGARDLESS OF THE NEGLIGENCE (EITHER ACTIVE, AFFIRMATIVE, SOLE, OR CONCURRENT) OF VERITOLL, EVEN IF YOU ADVISE US 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 INCLUDINGYour sole remedy for dissatisfaction with the Site including, BUT NOT LIMITED TOwithout limitation, ATTORNEYScontent on the Site, is to stop using the Site. Such limitation shall also apply with respect to damages incurred by reason of services or products received through or advertised in connection with the Site or any links on the Site, as well as by reason of any information or advice received through or advertised in connection with the Site or any links on the Site. Such limitation shall also apply with respect to damages incurred by reason of any content posted by a third-party or conduct of a third-party on the Site. In the event the foregoing exclusion of liability is determined, in whole or in part, to be invalid or unenforceable, then the Indemnified Parties’ FEESliability arising in connection with the Site or under these Terms whether in contract, LOST EARNINGS OR PROFITStort (including negligence) or otherwise, 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 shall not exceed the extent otherwise required or provided in this Agreement or greater of [(i) the amount paid by Applicable Law, our aggregate liability to you for all Losses incurred in connection with any single claim shall not exceed products or services provided through your use of the amount equal to the monthly billing to you for the Service over the six Site within a one month period, and] (6ii) month period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurredOne Hundred Dollars ($100). You agree and acknowledge that any claim or cause of action arising under these Terms or the limitations performance or non-performance of liability set forth in this section and the indemnification obligations set forth belowSite must be brought within one year after such claim or cause of action arises, as well as elsewhere in this Agreementor be forever barred. THE LIMITATIONS AND DISCLAIMER IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, represent a bargained for allocation of risk and liabilityIN SUCH STATES OR JURISDICTIONS, and the parties agree to respect such allocation of risk and liabilityVERITOLL’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. 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 AgreementTHIS PROVISION SHALL HAVE NO EFFECT ON VERITOLL’S CHOICE OF LAW PROVISION SET FORTH BELOW.

Limitation of Liability. Except as otherwise provided PARAGON PAYMENT SOLUTIONS’ liability, if any, arising out of or not related to its performance under Applicable Law or in this Agreement, our including, but not limited to, liability to you in connection with for operations of the Service will Equipment, shall be limited to general money damages in an amount not to exceed the total transaction charges collected by PARAGON PAYMENT SOLUTIONS under this Agreement during the six (6) months immediately preceding the date upon which MERCHANT’s claim for such damages arose. Such general damages shall be the exclusive remedy of MERCHANT and PARAGON PAYMENT SOLUTIONS shall have no liability for special, incidental or consequential damages or any damages or sums paid by MERCHANT to third parties. MERCHANT and PARAGON PAYMENT SOLUTIONS agree that damage limitation provisions herein are reasonable in light of all present and predictable circumstances, including, but not limited to, the amount of fees charged by PARAGON PAYMENT SOLUTIONS under this Agreement and the possible amount of actual Losses sustained damages to MERCHANT. No action arising out of this Agreement may be brought by youeither party more than one year after the cause of action has occurred. If PARAGON PAYMENT SOLUTIONS is required to appear in, and only or is made a defendant in, any legal action with respect to the extent such losses are services provided pursuant to this Agreement, MERCHANT shall indemnify and hold PARAGON PAYMENT SOLUTIONS harmless from all loss, liability and expense, except for any loss, liability or expenses arising out of PARAGON PAYMENT SOLUTIONS’ own lack of reasonable care, in which case PARAGON PAYMENT SOLUTIONS’s liability shall be limited as provided above. MERCHANT agrees that PARAGON PAYMENT SOLUTIONS will not be liable for any loss, expense or cost incurred by MERCHANT, its customers or any other person or entity as a direct result of our gross negligenceany cause beyond the reasonable control of PARAGON PAYMENT SOLUTIONS including but not limited to, willful misconductweather and all other Acts of God, war, fire explosions, power failures, government priorities, labor stoppage, supplier failure or delay, civil disorder, or bad faithbreakdown or malfunctions of machinery, transportation facilities or other equipment of any nature. PARAGON PAYMENT SOLUTIONS’s performance shall be excused during the pendency of any such event, but PARAGON PAYMENT SOLUTIONS shall use its best efforts to limit the duration of any such delay. PARAGON PAYMENT SOLUTIONSMAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES, EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT, NO EVENT WILL WE BE LIABLE FOR ORAL OR WRITTEN REPRESENTATION OR STATEMENT MADE BY PARAGON PAYMENT SOLUTIONSOR ANY CONSEQUENTIAL, EXEMPLARY, INDIRECT, OF ITS AGENTS 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 EMPLOYEES INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEESANY SPECIFICATIONS, LOST EARNINGS DESCRIPTIONS OR PROFITSSTATEMENTS CONTAINED IN USER GUIDES PROVIDED TO MERCHANT, LOSS SHALL BE BINDING UPON PARAGON PAYMENT SOLUTIONSAS A WARRANTY PROMISE 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 AgreementPERFORMANCE UNLESS EXPRESSLY CONTAINED IN THIS AGREEMENT.

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 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 otherwise provided under Applicable Law TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL BANK BE LIABLE TO CUSTOMER FOR ANY LOST PROFITS OR THIRD-PARTY CLAIMS OR ANY CONSEQUENTIAL, SPECIAL, EXEMPLARY, INCIDENTAL OR PUNITIVE DAMAGES FROM ANY CAUSE WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATING TO, CONNECTED WITH OR PERTAINING TO EITHER THE AGREEMENT OR THE PERFORMANCE OR NON- PERFORMANCE OF ANY SERVICES HEREUNDER. These limitations will apply whether or not the likelihood of such losses or damages was known or should have been known by Bank, regardless of the legal or equitable theory of liability advanced by Customer. Customer’s exclusive remedy for any cause of action against Bank or against Bank’s affiliates, agents or employees whatsoever and regardless of the form of action (whether in contract or in this Agreementtort, our liability to you in connection with the Service including negligence) will be limited to Customer’s actual, proven damages that are the actual Losses sustained by you, immediate and only to the extent such losses are a direct result of our an action or failure to act by Bank constituting gross negligence, willful misconductmisconduct or fraud. Even if Bank is deemed liable to Customer with respect to any Service or the provision, or bad faith. IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIALnotwithstanding this Section, 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 Bank’s liability to you for all Losses incurred in connection with any single claim Customer shall not exceed the amount Fees Customer incurred for the Service for the preceding twelve (12) months, except to the extent required by UCC 4A. If UCC 4A governs, Bank shall be liable only for damages required to be paid under UCC 4A or Regulation J of the Federal Reserve Board and Bank’s liability for loss of interest shall be calculated using a rate equal to the monthly billing to you average Federal Funds rate at the Federal Reserve Bank operating in the district where Bank’s headquarters is located 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 occurredof time involved. You agree and acknowledge that the Additional limitations of liability set forth for a specific Service may appear 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 Addendum applicable 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 AgreementService.

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 Notwithstanding any provisions contained herein to the contrary, the liability of each Borrower (each a “Related Borrower”) under Applicable Law or in this Agreement, our liability to you in connection with Agreement and the Service will other Loan Documents shall be limited to an amount not to exceed as of any date of determination the actual Losses sustained amount which could be claimed by youXxxxxx from such Related Borrower under the Loan Documents without rendering such claim voidable or avoidable under Section 548 of the Bankruptcy Code (Title 11, U.S.C.) or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law (the “Avoidance Provisions”) after taking into account, among other things, such Related Borrower’s right of contribution and indemnification from other Borrowers, if any. To the extent set forth above, but only to the extent such losses are that the obligations of a direct result of our gross negligenceRelated Borrower hereunder (for each Related Borrower, willful misconductthe “Related Borrower Obligations”) would otherwise be subject to avoidance under the avoidance provisions, if the Related Borrower is not deemed to have received valuable consideration, fair value, fair consideration or reasonably equivalent value for its Related Borrower Obligations, or bad faith. IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIALif its Related Borrower Obligations would render the Related Borrower insolvent, EXEMPLARYor leave the Related Borrower with an unreasonably small capital to conduct its business, INDIRECTor cause the Related Borrower to have incurred debts (or to have intended to have incurred debts) beyond its ability to pay such debts as they mature, 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 in each case as of the time any of its Related Borrower Obligations is deemed to the extent otherwise required or provided in this Agreement or by Applicable Law, our aggregate liability to you for all Losses have incurred in connection with any single claim shall not exceed the amount equal to the monthly billing to you for the Service over purposes if the six (6) month period immediately preceding avoidance provisions, the date on maximum Related Borrower Obligations for which the damage or injury Related Borrower shall be liable hereunder shall be reduced to that amount which, after 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 beloweffect thereto, 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 cause the limitations of liability and indemnification obligations set forth in this AgreementRelated Borrower Obligations as so reduced, to be subject to avoidance under the Avoidance Provisions. The limitations of liability contained in this Agreement shall survive the termination of this Agreement.​

Limitation of Liability. Except as otherwise provided Seller warrants that all parts manufactured by Seller shall be free from defects in workmanship and materials for a period of twelve (12) months from the date of delivery. Misuse or abuse of any part shall void the warranty and negate Seller’s warranty liability. The foregoing warranty is exclusive and in lieu of all other warranties whether written, oral, implied or statutory. NO IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE SHALL APPLY. If, during the twelve-month warranty period, Seller is advised of any defect in workmanship or materials (not attributable to misuse or abuse by Customer), then Seller in its discretion shall repair or replace such parts or materials. Claims under Applicable Law this warranty must be submitted in writing to Seller within 45 days of discovery of the product failure or in this Agreement, our defect. Customer shall return the warranted part to Seller to afford Seller the opportunity to inspect the part to determine whether Seller’s warranty applies. Customer shall pay all costs of removing and replacing defective or non-performing part and of shipment of the part to Seller; Seller shall pay charges of shipping repaired replacement parts to Customer. Seller shall have no other liability to you Customer, to any customer of Customer or to any third party for breach of warranty or for breach of contract resulting from or relating to manufacture, possession or use of any equipment or part manufactured by Seller or any service rendered by Seller, including but not limited to special, indirect, punitive, exemplary, consequential or incidental damages, lost profits or revenues. Any liability that may be imposed upon Seller in connection with contravention of the Service will foregoing shall be limited to the actual Losses sustained price paid by you, and only Customer 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 Seller for the Service over specific equipment or part, which is the six (6) month period immediately preceding subject of the date on which the damage or injury claim giving rise to or associated with Seller’s alleged liability. PROPRIETARY RIGHTS; CONFIDENTIALITY. Some or all of Seller’s parts are or will be patentable or otherwise protectable. Regardless of the status of any patent or patent application, all technology and methodology of manufacturing and use are the sole and exclusive property of Seller. Customer does not acquire any license to Seller’s technology by virtue of purchase of Seller’s parts and has no right to practice or manufacture any such claim is alleged part, or like part, alone or in cooperation with others. Customer acknowledges and agrees that it will not use any technology of Seller for any purpose unrelated to have occurredits defined business and business operations. You agree Provided, further, that any data, information and/or physical material, of whatever nature, description and acknowledge that form, given by Seller to Customer for any purpose, including technical development and commercialization, shall be and remain the limitations property of liability set forth Seller and shall be treated as proprietary by Customer. All information and data, of whatever description and form, relating to, containing or reflecting Seller’s equipment and product technology, or technical or business analyses or projections of Seller, shall be presumed to be confidential and maintained in this section the strictest confidence by Customer for a period of ten (10) years from the date of the last transaction between the parties. GOVERNING LAW; FORUM. The laws of the Commonwealth of Pennsylvania apply to and shall govern the interpretation and enforcement of these Terms and Conditions and the indemnification relationship between the parties generally. Any dispute, controversy or issue arising from or relating to Seller’s parts and services; the respective rights and duties of the parties; or claims of third parties affecting or involving the parties shall be litigated and adjudicated only in a state or federal court in Allegheny County, Pennsylvania. The parties expressly elect and consent to this forum. NON-ASSIGNMENT. Customer may not assign or delegate its rights or obligations set forth belowwithout Seller's prior written consent. ENTIRE AGREEMENT. These terms and conditions constitute the entire agreement between Xxx Manufacturing, as well as elsewhere in this Agreement, represent a bargained for allocation of risk Inc. (“Seller”) and liabilityCustomer with respect to the parties’ relationship and commercial dealings, and supersede all prior or contemporaneous oral or written representations, exchanges, proposals, terms, commitments and agreements. No terms or conditions, other than those stated herein or incorporated by reference, and no agreement or understanding in any way changing or modifying, or purporting to change or modify, these terms and conditions, shall be binding upon Seller unless made in writing and signed by Seller's duly-authorized representative. Customer’s request for parts or services, and receipt of same, shall constitute Customer's assent to these exclusive terms and conditions of sale. Seller hereby expressly objects to and rejects any and all additional or different terms proposed by Customer, regardless of form or how or when stated, and no different or additional terms shall form part of the agreement between the parties agree or be binding on Seller. Seller's acceptance of Customer’s request for parts or services, or response to respect such allocation a purchase order, shall not constitute Seller's acceptance of risk Customer’s terms or of any counter-proposal submitted by Customer, unless Customer’s terms or proposal are accepted expressly and liabilityin writing signed by Seller. 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 AgreementAdditional or different terms, or any attempt by Customer to change or vary these terms, are hereby rejected by Seller.

Limitation of Liability. Except as otherwise provided Nothing in this Agreement restricts, excludes or modifies or purports to RESTRICT, EXCLUDE OR MODIFY ANY MANDATORY STATUTORY CONSUMER RIGHTS UNDER APPLICABLE LAW. With respect to any conditions, warranties or guarantees that cannot be EXCLUDED UNDER APPLICABLE STATUTES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, our liability is limited (at our option) to the resupply or refund of the cost of the relevant portion of the Services. To the fullest extent permitted under Applicable Law applicable law: (a) we will not be liable for any indirect, incidental, consequential, special, exemplary or in punitive damages of any kind, or losses that were not reasonably foreseeable to you or us at the time you agreed to this Agreement, in each case arising out of or in connection with the Services or this Agreement, and under any contract, tort (including negligence), strict liability or other theory (collectively, “Indirect Losses”). Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both you and we knew it might happen. without limiting the foregoing, we will not be liable for Indirect Losses of any kind resulting from your use of or inability to use the Services or from any Products or Third Party Materials, including from any Virus that may be transmitted in connection therewith. the Company Parties do not exclude or limit in any way our liability to you where it would be unlawful to do so. this includes liability for death or personal INJURY CAUSED BY OUR NEGLIGENCE OR THE NEGLIGENCE OF OUR EMPLOYEES , AGENTS OR SUBCONTRACTORS, FOR GROSS NEGLIGENCE OR WILLFUL BEHAVIOR, OR FOR FRAUD OR FRAUDULENT MISREPRESENTATION. Our maximum aggregate liability for all damages, losses and causes of action arising out of or in connection with the Service Services or this Agreement, whether in contract, tort (including negligence) or otherwise, will be limited not exceed the greater of (a) the total amount, if any, paid by you to us to use the actual Losses sustained by you, Services; and only to the extent such losses are a direct result (b) ten United States dollars ($10). All limitations 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 liability of any kind 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 including in this section and the indemnification obligations set forth below, as well as elsewhere in this Agreement, represent a bargained ) are made for allocation the benefit of risk and liability, both Company and the parties agree Company Parties. With respect to respect such allocation of risk and liability. You acknowledge and agree any conditions, warranties or guarantees that we would cannot 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 EXCLUDED UNDER STATUTE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, OUR LIABILITY IS LIMITED (AT OUR OPTION) TO THE RESUPPLY OR REFUND OF THE COST OF RELEVANT SERVICES.

Limitation of Liability. Except as otherwise provided under Applicable Law or The liability of the Commonwealth related to contractual damages is set forth in this Agreement, our KRS 45A.245. The Vendor’s liability for damages to you in connection with the Service will Commonwealth should be limited to the actual Losses sustained greater of $500,000 or the contract purchase price. The foregoing limitation of liability should not apply to claims covered by youother specific provisions calling for liquidated damages or specifying a different limitation of liability, and only or to claims for injury to persons or damage to property caused by the Vendor’s negligence or willful or wanton conduct. In no event should the Vendor be liable for any indirect, special, punitive or consequential damages unless otherwise specified in the Contract. Notwithstanding anything to the extent such losses contrary to which the parties may otherwise agree, except for those direct damages resulting from claims that are a direct result caused by the gross negligence or willful misconduct of our gross Vendor (but not caused by acts of negligence), willful misconductthe parties agree that Vendor's, or bad faith. IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIALits principals' subcontractors', EXEMPLARYmembers', 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 agents' and employees (collectively "Vendor Parties") maximum aggregate liability to you the Commonwealth, as well as any and all parties claiming through the Commonwealth, for all Losses incurred in connection with direct damages resulting from, arising out of or relating to this Agreement and the Services performed under this Agreement however caused and whether arising under contract, warranty, tort (including negligence), strict liability, statute or any single claim other theory of liability shall not exceed the a maximum aggregate amount equal to the monthly billing to you for the Service over the six of five hundred thousand dollars (6) month period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurred$500,000). You agree and acknowledge that the limitations of liability The limit set forth in this section and Section will apply whether or not a party has been advised to the indemnification obligations set forth belowpossibility of such damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY, as well as elsewhere in this AgreementIN NO EVENT, represent a bargained for allocation of risk and liabilityWHETHER AS A RESULT OF BREACH OF CONTRACT, and the parties agree to respect such allocation of risk and liabilityTORT, STRICT LIABILITY, STATUTE OR OTHERWISE, SHALL VENDOR OR ANY OF VENDOR’S EMPLOYEES OR AGENTS BE LIABLE TO THE COMMONWEALTH FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES (INCLUDING WITHOUT LIMITATION, CLAIMS FOR LOST BUSINESS PROFITS OR REVENUE, LOSS OF DATA, INTERRUPTION IN USE, UNAVAILABILITY OF DATA, OR THE COST OF THE PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES) OR FOR PUNITIVE OR EXEMPLARY DAMAGES HOWEVER CAUSED AND WHETHER ARISING UNDER CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE OR ANY OTHER THEORY OF 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 AgreementTHE REMEDIES SET FORTH IN THIS AGREEMENT SHALL BE THE COMMONWEALTH'S SOLE AND EXCLUSIVE REMEDIES FOR ANY CLAIMS AGAINST VENDOR OR ANY OF VENDOR’S EMPLOYEES OR AGENTS UNDER OR RELATED TO THIS AGREEMENT. The limitations of liability contained in this Agreement shall survive the termination of this AgreementTHE PARTIES FURTHER AGREE THAT THE LIABILITY CAP SET FORTH ABOVE SHALL NOT BE APPLIED CUMULATIVELY OR ON A PER CLAIM BASIS AND NOTHING SHALL BE CONSTRUED SO AS TO ENLARGE THAT AGGREGATE LIMIT. THE PARTIES AGREE THAT THE FOREGOING SECTIONS REGARDING DEFENSE AND LIMITATIONS OF LIABILITY REPRESENT THE BASIS OF THE BARGAIN AND A FAIR ALLOCATION OF RISK BETWEEN THE PARTIES WITHOUT WHICH THEY WOULD NOT HAVE ENTERED INTO THIS AGREEMENT.