Common use of Limitations of Liability Clause in Contracts

Limitations of Liability. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR UNDER ANY OTHER THEORY OF LAW, WHETHER IN CONTRACT, TORT OR OTHERWISE, FOR ANY SPECIAL, INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES AND TO THE EXTENT NOT CONSTITUTING INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ANY LOSS OF ANTICIPATED PROFITS, REDUCED PRODUCTION, GOODWILL, USE, MARKET REPUTATION, BUSINESS RECEIPTS OR COMMERCIAL OPPORTUNITIES. THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISION. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSS.

Limitations of Liability. PURCHASER AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE LIABILITY OF ALL INDEMNIFIED PARTIES TO PURCHASER HEREUNDER OR OTHERWISE IN RESPECT OF THE PRODUCTS EXCEED THE AMOUNT PURCHASER HAVE PAID FOR THE PRODUCTS OR SERVICES OR THE RIGHTS TO USE THE SOFTWARE IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE TIME THE CAUSE OF ACTION AROSE, SUBJECT TO ANY LESSER LIMITATION OF LIABILITY IN ANY TERMS INCORPORATED HEREIN BY REFERENCE (INCLUDING, WITHOUT LIMITATION, ANY THIRD PARTY TERMS) IF APPLICABLE. NOTWITHSTANDING ANY OTHER PROVISION OF IN THIS AGREEMENT, NEITHER TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY SHALL BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR UNDER ANY OTHER THEORY OF LAW, WHETHER IN CONTRACT, TORT OR OTHERWISE, FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES AND TO THE EXTENT NOT CONSTITUTING INDIRECT, CONTINGENT, INCIDENTAL LOSSES OR CONSEQUENTIAL DAMAGES, ANY INCLUDING LOSS OF ANTICIPATED REVENUE OR PROFITS, REDUCED PRODUCTION, GOODWILL, USE, MARKET REPUTATIONLOSS OF DATA, BUSINESS RECEIPTS INFORMATION OR LOSS OF USE THEREOF, FAILURE TO REALIZE EXPECTED PROFITS OR SAVINGS, COST OF CAPITAL, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF GOODWILL OR ANY OTHER NON-DIRECT, PECUNIARY, COMMERCIAL OPPORTUNITIESOR ECONOMIC LOSS OR DAMAGE OF ANY KIND WHETHER FORESEEN OR UNFORESEEN ARISING FROM OR INCIDENTAL TO THIS AGREEMENT. THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISION. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATEDFOR GREATER CERTAINTY, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT FOREGOING LIMITATIONS AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION EXCLUSIONS OF THE HARM OR LOSS.LIABILITY SHALL NOT APPLY TO

Limitations of Liability. NOTWITHSTANDING ANY OTHER PROVISION TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LEARNING EXPLORER, ITS THIRD PARTY LICENSORS AND SUPPLIERS ARE NOT LIABLE CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE UNDER REGARDLESS OF THE FORM OF ANY CLAIM OR IN CONNECTION WITH THIS AGREEMENT OR UNDER ANY OTHER THEORY OF LAW, ACTION (WHETHER IN CONTRACT, TORT TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY (A) MATTER BEYOND ITS REASONABLE CONTROL, OR COST OF PROCURING SUBSTITUTE TECHNOLOGIES, GOODS OR SERVICES, (B) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, INDIRECT, CONTINGENT, INCIDENTAL EXEMPLARY OR CONSEQUENTIAL DAMAGES AND TO THE EXTENT INCLUDING, BUT NOT CONSTITUTING INDIRECTLIMITED TO, CONTINGENTINTERRUPTION OR LOST, INCIDENTAL DESTROYED OR CONSEQUENTIAL DAMAGES, ANY LOSS OF ANTICIPATED PROFITS, REDUCED PRODUCTION, GOODWILLCORRUPTED DATA, USE, MARKET REPUTATIONBUSINESS, BUSINESS RECEIPTS REVENUES, PROFITS OR COMMERCIAL OPPORTUNITIES. THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISION. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINEGOODWILL, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND (C) DAMAGES, IN THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION AGGREGATE, WHICH ARE NO GREATER THAN (I) THE LICENSE FEE FOR THE AFFECTED PLATFORM FOR 12 MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION FIRST ACCRUED, OR (II) THE PROFESSIONAL SERVICES FEES FOR THE AFFECTED PROFESSIONAL SERVICES FOR 12 MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION FIRST ACCRUED, AS APPLICABLE, EVEN IF IT HAS BEEN ADVISED OF THE HARM OR LOSSPOSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN.

Limitations of Liability. NOTWITHSTANDING ANY OTHER PROVISION TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY, ITS EMPLOYEES, OFFICERS, DIRECTORS, REPRESENTATIVES OR ITS AFFILIATES (FOR PURPOSES OF THIS AGREEMENTSECTION ONLY “PANTHEON”), NEITHER PARTY SHALL BE LIABLE UNDER TO THE OTHER PARTY OR IN CONNECTION WITH THIS AGREEMENT OR UNDER ANY OTHER THEORY OF LAW, WHETHER IN CONTRACT, TORT OR OTHERWISE, THIRD PARTY FOR ANY INDIRECT, SPECIAL, INDIRECT, CONTINGENTPUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES AND WHATSOEVER ARISING OUT OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE EXTENT NOT CONSTITUTING INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ANY DAMAGES FOR LOSS OF ANTICIPATED BUSINESS PROFITS, REDUCED PRODUCTIONBUSINESS INTERRUPTION, GOODWILLLOSS OF BUSINESS INFORMATION, USE, MARKET REPUTATION, BUSINESS RECEIPTS OR COMMERCIAL OPPORTUNITIESANY OTHER PECUNIARY LOSS. THIS LIMITATION APPLIES EVEN IF A PARTY HAS BEEN ADVISED OF THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISIONPOSSIBILITY OF SUCH DAMAGES. TO NOTWITHSTANDING THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATEDFOREGOING, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION MAXIMUM AGGREGATE AMOUNT WHICH MAY BE AWARDED TO AND COLLECTED BY THE OTHER PARTY WITH RESPECT TO CLAIMS UNDER THIS AGREEMENT SHALL NOT EXCEED TWELVE (12) MONTHS OF FEES FOR SERVICES UNDER APPLICABLE ORDER FORM FROM WHICH THE HARM OR LOSSFIRST CLAIM AROSE.

Limitations of Liability. NOTWITHSTANDING THE FOLLOWING LIMITATIONS SHALL NOT APPLY TO ANY OTHER PROVISION CLAIM THAT (A) IS SUBJECT TO INDEMNIFICATION, (B) ARISES OUT OF THIS AGREEMENTA BREACH OF CONFIDENTIALITY, NEITHER OR (C) ARISES OUT OF GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD: IN NO EVENT SHALL EITHER PARTY SHALL OR THEIR RESPECTIVE AFFILIATES, BE LIABLE UNDER OR IN CONNECTION WITH TO ANY PARTY TO THIS AGREEMENT OR UNDER ANY OTHER THEORY OF LAW, THE AFFILIATES OF ANY OF THEM WHETHER IN CONTRACT, TORT TORT, EQUITY OR OTHERWISE, FOR (I) ANY INDIRECT (INCLUDING LOST PROFITS), INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECTPUNITIVE OR EXEMPLARY DAMAGES (EVEN IF SUCH DAMAGES ARE FORESEEABLE, CONTINGENTAND WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING FROM OR RELATING TO THIS AGREEMENT, INCIDENTAL PROVIDED, HOWEVER, THAT THIS SHALL NOT BE DEEMED TO BE A DISCLAIMER OF LIABILITY FOR DIRECT CONTRACTUAL DAMAGES, FOR BODILY INJURY, FOR DAMAGE TO TANGIBLE PROPERTY, OR CONSEQUENTIAL FOR EXPENSES REASONABLY INCURRED IN MITIGATING SUCH DAMAGES; OR (2) ANY DIRECT DAMAGES AND ARISING FROM OR RELATING TO THIS AGREEMENT (INCLUDING ALL SCHEDULES), TO THE EXTENT NOT CONSTITUTING INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ANY LOSS OF ANTICIPATED PROFITS, REDUCED PRODUCTION, GOODWILL, USE, MARKET REPUTATION, BUSINESS RECEIPTS OR COMMERCIAL OPPORTUNITIES. THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISION. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE AGGREGATE AMOUNT OF SUCH DAMAGES ARE DIFFICULT EXCEEDS THE GREATER OF $100,000 OR IMPOSSIBLE THE FEES PAID BY CLIENT TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND BLACKHAWK FOR THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSSSERVICES PERFORMED BY BLACKHAWK UNDER THIS AGREEMENT.

Limitations of Liability. NOTWITHSTANDING THE FOLLOWING LIMITATIONS SHALL NOT APPLY TO ANY OTHER PROVISION CLAIM THAT (A) IS SUBJECT TO INDEMNIFICATION, (B) ARISES OUT OF THIS AGREEMENTA BREACH OF CONFIDENTIALITY, NEITHER OR (C) ARISES OUT OF GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD: IN NO EVENT SHALL EITHER PARTY SHALL OR THEIR RESPECTIVE AFFILIATES, BE LIABLE UNDER OR IN CONNECTION WITH TO ANY PARTY TO THIS AGREEMENT OR UNDER ANY OTHER THEORY OF LAW, THE AFFILIATES OF ANY OF THEM WHETHER IN CONTRACT, TORT TORT, EQUITY OR OTHERWISE, FOR (1) ANY INDIRECT (INCLUDING LOST PROFITS), INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECTPUNITIVE OR EXEMPLARY DAMAGES (EVEN IF SUCH DAMAGES ARE FORESEEABLE, CONTINGENTAND WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING FROM OR RELATING TO THIS AGREEMENT, INCIDENTAL PROVIDED, HOWEVER, THAT THIS SHALL NOT BE DEEMED TO BE A DISCLAIMER OF LIABILITY FOR DIRECT CONTRACTUAL DAMAGES, FOR BODILY INJURY, FOR DAMAGE TO TANGIBLE PROPERTY, OR CONSEQUENTIAL FOR EXPENSES REASONABLY INCURRED IN MITIGATING SUCH DAMAGES; OR (2) ANY DIRECT DAMAGES AND ARISING FROM OR RELATING TO THIS AGREEMENT (INCLUDING ALL SCHEDULES), TO THE EXTENT NOT CONSTITUTING INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ANY LOSS OF ANTICIPATED PROFITS, REDUCED PRODUCTION, GOODWILL, USE, MARKET REPUTATION, BUSINESS RECEIPTS OR COMMERCIAL OPPORTUNITIES. THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISION. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE AGGREGATE AMOUNT OF SUCH DAMAGES ARE DIFFICULT EXCEEDS THE GREATER OF $100,000 OR IMPOSSIBLE THE FEES PAID BY CLIENT TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND BLACKHAWK FOR THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSSSERVICES PERFORMED BY BLACKHAWK UNDER THIS AGREEMENT.

Limitations of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS AND CONDITIONS, FOURTH WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO SUBSCRIBER OR ANY OTHER PROVISION PARTY FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF THIS AGREEMENTOR RELATED TO THESE TERMS AND CONDITIONS, NEITHER PARTY SHALL BE LIABLE OR FOR ANY LOST GOODWILL OR BUSINESS VALUE, LOST PROFITS, OR LOSS OF BUSINESS OR DATA, ARISING OUT OF OR RELATED TO THE SERVICES, EVEN IF FOURTH IS APPRISED OR SHOULD HAVE KNOWN OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. UNDER NO CIRCUMSTANCES WILL FOURTH'S TOTAL LIABILITY OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT RELATED TO THE SERVICES (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR UNDER ANY OTHER THEORY OF LAW, WHETHER IN CLAIM IS BASED ON CONTRACT, TORT TORT, OR OTHERWISE, FOR ANY SPECIAL, INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES AND EXCEED THE TOTAL FEES PAID BY SUBSCRIBER TO FOURTH UNDER THE APPLICABLE ORDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE EXTENT NOT CONSTITUTING INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ANY LOSS OF ANTICIPATED PROFITS, REDUCED PRODUCTION, GOODWILL, USE, MARKET REPUTATION, BUSINESS RECEIPTS OR COMMERCIAL OPPORTUNITIESLIABILITY. THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISIONEXISTENCE OF MORE THAN ONE CLAIM SHALL NOT INCREASE THIS LIMIT. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATEDFOREGOING LIMITATIONS, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT EXCLUSIONS AND DISCLAIMERS SHALL APPLY WHETHER OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSS.NOT

Limitations of Liability. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENTTO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER IN NO EVENT WILL EITHER PARTY SHALL BE LIABLE UNDER TO THE OTHER FOR ANY OF THE FOLLOWING TYPES OF LOSS OR DAMAGE ARISING IN ANY WAY OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR UNDER ANY OTHER THEORY OF LAWTHE OFFERINGS, WHETHER OR NOT SUCH PARTY WAS ADVISED IN CONTRACT, TORT ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR OTHERWISE, FOR ANY SPECIAL, INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES AND TO THE EXTENT NOT CONSTITUTING INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, DAMAGE: (A) ANY LOSS OF ANTICIPATED BUSINESS, CONTRACTS, PROFITS, REDUCED PRODUCTIONANTICIPATED SAVINGS, GOODWILLGOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, USEINDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, MARKET REPUTATIONWITHOUT LIMITATION, BUSINESS RECEIPTS SPECIAL, PUNITIVE, OR COMMERCIAL OPPORTUNITIESEXEMPLARY DAMAGES). EXCEPT FOR THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED INDEMNITY SET FORTH IN SECTION 8.1, IN NO EVENT SHALL BLACKBOARD OR ITS LICENSORS’ CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER UNDER ANY STATUTORY PROVISION. THIS AGREEMENT FOR THE AFFECTED OFFERING DURING THE TWELVE (12)-MONTH PERIOD IMMEDIATELY PRIOR TO THE EXTENT ANY DAMAGES REQUIRED EVENT, ACT OR OMISSION GIVING RISE TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSSHAVE PROVEN INEFFECTIVE.

Limitations of Liability. NOTWITHSTANDING IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY OTHER PROVISION INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, INTERRUPTION OF SERVICE, OR LOSS OF BUSINESS OR BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. CATCHPOINT SYSTEMS’ MAXIMUM AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED FIFTY PERCENT (50%) OF THE TOTAL AMOUNT OF FEES RECEIVED BY CATCHPOINT SYSTEMS HEREUNDER DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE FIRST DATE ON WHICH THE LIABILITY AROSE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN LIABILITY, IN SUCH JURISDICTIONS THE LIABILITY OF CATCHPOINT SYSTEMS SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. THE PROVISIONS OF THIS AGREEMENT, NEITHER PARTY SECTION 12 SHALL BE LIABLE UNDER APPLY REGARDLESS OF THE FORM OF THE CLAIM OR IN CONNECTION WITH THIS AGREEMENT OR UNDER ANY OTHER THEORY CAUSE OF LAWACTION, WHETHER IN CONTRACT, WARRANTY, STATUTE, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, FOR ANY SPECIAL, INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES AND TO THE EXTENT NOT CONSTITUTING INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ANY LOSS OF ANTICIPATED PROFITS, REDUCED PRODUCTION, GOODWILL, USE, MARKET REPUTATION, BUSINESS RECEIPTS OR COMMERCIAL OPPORTUNITIES. THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISION. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSS.

Limitations of Liability. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENTTO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL IN NO EVENT WILL BLACKBOARD OR ITS LICENSORS BE LIABLE UNDER TO CUSTOMER FOR ANY OF THE FOLLOWING TYPES OF LOSS OR DAMAGE ARISING IN ANY WAY OUT OF OR IN CONNECTION WITH THIS AGREEMENT AGREEMENT, THE SOFTWARE, EQUIPMENT OR UNDER ANY OTHER THEORY OF LAWSERVICES, WHETHER OR NOT BLACKBOARD WAS ADVISED IN CONTRACT, TORT ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR OTHERWISE, FOR ANY SPECIAL, INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES AND TO THE EXTENT NOT CONSTITUTING INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, DAMAGE:(A) ANY LOSS OF ANTICIPATED BUSINESS, CONTRACTS, PROFITS, REDUCED PRODUCTIONANTICIPATED SAVINGS, GOODWILLGOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, USEINDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, MARKET REPUTATIONWITHOUT LIMITATION, BUSINESS RECEIPTS SPECIAL, PUNITIVE, OR COMMERCIAL OPPORTUNITIESEXEMPLARY DAMAGES). IN NO EVENT SHALL BLACKBOARD’S CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED NATURE OF THE CLAIM, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER UNDER ANY STATUTORY PROVISION. THIS AGREEMENT FOR THE PARTICULAR SOFTWARE, EQUIPMENT AND/OR SERVICE WITH RESPECT TO WHICH THE RELEVANT CLAIM AROSE DURING THE TWELVE (12)-MONTH PERIOD IMMEDIATELY PRIOR TO THE EXTENT ANY DAMAGES REQUIRED EVENT, ACT OR OMISSION GIVING RISE TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSSHAVE PROVEN INEFFECTIVE.

Limitations of Liability. NOTWITHSTANDING ANY OTHER PROVISION YOU AGREE THAT THE LIABILITY OF THIS AGREEMENTAVID, NEITHER PARTY ITS AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS-IN-INTEREST (INDIVIDUALLY, AN “AVID PARTY” AND COLLECTIVELY, THE “AVID PARTIES”) TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR UNDER ANY OTHER THEORY OF LAW, WHETHER IN CONTRACT, TORT OR OTHERWISE, FOR ANY SPECIAL, INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES AND LIMITED TO THE EXTENT NOT CONSTITUTING INDIRECTLESSER OF (a) THE TOTAL AMOUNT OF TRANSACTION FEES PAID BY YOU TO AVID IN THE TWELVE MONTH PERIOD PRECEDING THE INITIAL NOTICE OF ANY CLAIM, CONTINGENTAND (b) TEN THOUSAND DOLLARS ($10,000.00), AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT AVID OR ANY AVID PARTY WAS LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (i) EVEN IF IT IS DETERMINED THAT AVID OR AN AVID PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU, AND (ii) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ANY PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF ANTICIPATED PROFITS, REDUCED PRODUCTION, GOODWILL, USE, MARKET REPUTATION, BUSINESS RECEIPTS PERSONAL INJURY OR COMMERCIAL OPPORTUNITIES. THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISION. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSSDEATH.

Limitations of Liability. NOTWITHSTANDING ANY OTHER PROVISION OF EXCEPT IN CONNECTION WITH EACH PARTY’S INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT, NEITHER FOR WHICH LIABILITY WILL NOT BE SO LIMITED, (A) IN NO EVENT SHALL EITHER PARTY SHALL BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR UNDER ANY OTHER THEORY PUNITIVE DAMAGES, INCLUDING LOSS OF LAWREVENUE OR PROFITS, LOST BUSINESS OR COST OF REPLACEMENT SERVICES, WHETHER IN CONTRACT, TORT TORT, OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS PRIOR NOTICE OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY, AND (B) EACH PARTY’S MAXIMUM AGGREGATE LIABILITY UNDER OR WITH RESPECT TO THIS AGREEMENT FOR ANY AND ALL CLAIMS, REGARDLESS OF THE NUMBER OR NATURE OF THE CLAIMS, WHETHER ARISING IN CONTRACT, TORT, REGULATORY LAW, OR OTHERWISE, FOR ANY SPECIAL, INDIRECT, CONTINGENT, INCIDENTAL SHALL BE LIMITED TO DIRECT DAMAGES OBJECTIVELY MEASURED IN AN AMOUNT THAT SHALL NOT EXCEED THE TOTAL PAID OR CONSEQUENTIAL DAMAGES AND PAYABLE TO YOU IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT THAT GAVE RISE TO THE EXTENT NOT CONSTITUTING INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ANY LOSS CLAIM. EACH PARTY ACKNOWLEDGES AND AGREES THAT THE DISCLAIMER OF ANTICIPATED PROFITS, REDUCED PRODUCTION, GOODWILL, USE, MARKET REPUTATION, BUSINESS RECEIPTS OR COMMERCIAL OPPORTUNITIES. WARRANTIES AND LIMITATIONS OF LIABILITY CONTAINED IN THIS AGREEMENT ARE PART OF AN ALLOCATION OF RISKS AND BENEFITS BETWEEN THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISION. AND THAT WITHOUT SUCH ALLOCATION OF RISKS AND BENEFITS, NEITHER PARTY WOULD BE WILLING TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSSENTER INTO THIS AGREEMENT.

Limitations of Liability. NOTWITHSTANDING ANY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN ADDITION TO THE WARRANTY AND OTHER PROVISION OF DISCLAIMERS IN THIS AGREEMENT, NEITHER PARTY IN NO EVENT SHALL TOMOFUN, ITS OFFICERS, EMPLOYEES, PARTNERS, AGENTS, OR AFFILIATES, BE (A) LIABLE UNDER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR IN CONNECTION WITH THIS AGREEMENT PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR UNDER OTHER INTANGIBLE LOSSES ARISING FROM OR RELATING TO THE SERVICES, WHETHER OR NOT WE HAVE BEEN INFORMED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, AND (B) HAVE TOTAL CUMULATIVE LIABILITY FOR ANY DIRECT DAMAGES, PROPERTY DAMAGE, PERSONAL INJURY, LOSS OF LIFE OR ANY OTHER THEORY OF LAWDAMAGES NOT EXCLUDED OR PRECLUDED PURSUANT TO (A) ABOVE, ARISING FROM OR RELATED TO THE SERVICES, WHETHER IN CONTRACT, CONTRACT OR TORT OR OTHERWISE, SHALL BE LIMITED TO AN AMOUNT NEVER TO EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO TOMOFUN OR AN AUTHORIZED TOMOFUN RESELLER FOR THE SERVICES AT ISSUE WITHIN THE PRIOR TWELVE (12) MONTHS (IF ANY). TOMOFUN DISCLAIMS ALL LIABILITY OF ANY KIND OF TOMOFUN’S LICENSORS AND SUPPLIERS. TOMOFUN DISCLAIMS ALL LIABILITY ARISING FROM OR RELATING TO ANY CONTENT OR PRIVATE CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT OR PRIVATE CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT OR PRIVATE CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED IN CONNECTION WITH USE OF, OR EXPOSURE TO, ANY CONTENT OR PRIVATE CONTENT POSTED, EMAILED, ACCESSED, TRANSMITTED, DISSEMINATED OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. THIS SECTION SHALL APPLY EVEN IF TOMOFUN IS FOUND LIABLE FOR ANY SPECIALLOSS OR DAMAGE DUE TO BREACH OF CONTRACT, INDIRECTBREACH OF EXPRESS OR IMPLIED OR LIMITED WARRANTY, CONTINGENTNEGLIGENCE OF ANY KIND OR DEGREE, INCIDENTAL SUBROGATION, INDEMNIFICATION OR CONSEQUENTIAL DAMAGES AND TO THE EXTENT NOT CONSTITUTING INDIRECTCONTRIBUTION, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ANY LOSS OF ANTICIPATED PROFITS, REDUCED PRODUCTION, GOODWILL, USE, MARKET REPUTATION, BUSINESS RECEIPTS OR COMMERCIAL OPPORTUNITIES. THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISION. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINESTRICT PRODUCT LIABILITY, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION ANY OTHER LEGAL THEORY OF THE HARM LIABILITY. FOR THOSE JURISDICTIONS THAT DO NOT PERMIT LIMITATION OF LIABILITY FOR GROSS NEGLIGENCE, THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO ANY WILLFUL, WANTON, INTENTIONAL, RECKLESS MISCONDUCT, OR LOSSGROSS NEGLIGENCE OF TOMOFUN.

Limitations of Liability. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENTTO THE EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL WILL BE LIABLE UNDER FOR ANY LOST PROFITS, GOODWILL, OR REVENUES OR FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, COVER, BUSINESS INTERRUPTION, OR PUNITIVE DAMAGES IN CONNECTION WITH THIS AGREEMENT OR UNDER ANY OTHER THEORY CLAIM OF LAWANY NATURE, WHETHER IN CONTRACT, TORT TORT, OR OTHERWISE, FOR ANY SPECIAL, INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES AND TO THE EXTENT NOT CONSTITUTING INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ANY LOSS OF ANTICIPATED PROFITS, REDUCED PRODUCTION, GOODWILL, USE, MARKET REPUTATION, BUSINESS RECEIPTS OR COMMERCIAL OPPORTUNITIES. THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISIONTHEORY OF LIABILITY, ARISING UNDER THIS AGREEMENT, EVEN IF A PARTY HAS BEEN GIVEN ADVANCE NOTICE OF SUCH POSSIBLE DAMAGES OR IF A PARTY’S REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. TO THE EXTENT ANY DAMAGES REQUIRED PERMITTED BY LAW, EACH PARTY’S ENTIRE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE FEES PAID BY CUSTOMER TO BE PAID HEREUNDER ARE LIQUIDATEDSMARTSHEET UNDER THIS AGREEMENT FOR THE SERVICES GIVING RISE TO THE LIABILITY DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH THE LIABILITY AROSE. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. THE FOREGOING EXCLUSIONS AND LIMITS IN THIS SECTION 9 SHALL NOT APPLY TO LIABILITY OR OBLIGATIONS ARISING UNDER SECTIONS 1.2 (RESTRICTIONS) OR 8 (INDEMNIFICATION), INFRINGEMENT OR MISAPPROPRIATION BY A PARTY OF THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINEOTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM CUSTOMER’S OBLIGATION TO PAY FOR SERVICES OR LOSSTAXES UNDER THIS AGREEMENT.

Limitations of Liability. NOTWITHSTANDING ANY OTHER PROVISION TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF rf IDEAS AND ITS SUPPLIERS FOR ALL DAMAGES RELATING TO OR ARISING FROM THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, CONTRACT DAMAGES AND DAMAGES FOR INJURIES TO PERSONS OR PROPERTY, WHETHER ARISING FROM rf IDEAS’ BREACH OF THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE UNDER BREACH OF WARRANTY, NEGLIGENCE (WHETHER ACTIVE, AFFIRMATIVE, OR GROSS), STRICT LIABILITY, OR OTHER TORT WITH RESPECT TO THE PRODUCTS, OR ANY SERVICE PROVIDED IN CONNECTION WITH THIS AGREEMENT OR UNDER ANY OTHER THEORY OF LAW, WHETHER IN CONTRACT, TORT THE PRODUCTS OR OTHERWISE, SHALL IN NO EVENT EXCEED THE AMOUNT RF IDEAS RECEIVED FROM YOU FOR THE PARTICULAR PRODUCT OR SERVICE GIVING RISE TO THE LIABILITY. RF IDEAS WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY DAMAGE OR LOSS RESULTING FROM THE OPERATION OR PERFORMANCE OF ANY THIRD PARTY PRODUCT OR ANY SYSTEMS IN WHICH AN RF IDEAS PRODUCT IS INCORPORATED. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL RF IDEAS BE LIABLE FOR ANY SPECIAL, INDIRECTINCIDENTAL, CONTINGENT, INCIDENTAL INDIRECT OR CONSEQUENTIAL DAMAGES AND ARISING OUT OF OR RELATING TO THE EXTENT THIS AGREEMENT, INCLUDING BUT NOT CONSTITUTING INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ANY LIMITED TO LOSS OF ANTICIPATED BUSINESS, REVENUE, PROFITS, REDUCED PRODUCTION, GOODWILL, USE, MARKET REPUTATIONDATA OR OTHER ECONOMIC ADVANTAGE, BUSINESS RECEIPTS OR COMMERCIAL OPPORTUNITIES. THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING AND ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISION. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATEDNON-ECONOMIC LOSSES, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION REGARDLESS OF THE HARM OR LOSSLEGAL THEORY ON WHICH ANY SUCH DAMAGES MAY BE BASED AND EVEN IF A PARTY HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. The limitations shall apply notwithstanding the failure of the essential purpose of any limited remedy specified herein.

Limitations of Liability. NOTWITHSTANDING ANY OTHER PROVISION TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF HID RELATING TO OR ARISING FROM THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, CONTRACT DAMAGES AND DAMAGES FOR INJURIES TO PERSONS OR PROPERTY, WHETHER ARISING FROM HID’S BREACH OF THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE UNDER BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT WITH RESPECT TO THE PRODUCTS, OR ANY SERVICE PROVIDED IN CONNECTION WITH THIS AGREEMENT THE PRODUCTS OR UNDER OTHERWISE, SHALL IN NO EVENT EXCEED THE AMOUNT HID RECEIVED FROM THE CUSTOMER FOR THE PARTICULAR PRODUCT OR SERVICE GIVING RISE TO THE LIABILITY. HID WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY OTHER THEORY DAMAGE OR LOSS RESULTING FROM THE OPERATION OR PERFORMANCE OF LAW, ANY THIRD PARTY PRODUCT OR ANY SYSTEMS IN WHICH AN HID PRODUCT IS INCORPORATED. TO THE EXTENT PERMITTED BY APPLICABLE LAW HID SHALL NOT BE LIABLE WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY, BREACH OF STATUTORY DUTY, STRICT LIABILITY, OR OTHERWISEUNDER ANY INDEMNITY OR OTHERWISE FOR: • LOSS OF BUSINESS, FOR • LOSS OF REVENUE, • LOSS OF PROFITS, • LOSS OF OR DAMAGE TO GOODWILL OR REPUTATION, • LOSS OF DATA OR LOSS OF USE OF DATA • LOSS OF ANY OTHER ECONOMIC ADVANTAGE • OR ANY SPECIAL, INDIRECTINCIDENTAL, CONTINGENT, INCIDENTAL INDIRECT OR CONSEQUENTIAL DAMAGES AND ARISING OUT OF OR RELATING TO THE EXTENT NOT CONSTITUTING INDIRECTTHIS AGREEMENT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ANY LOSS OF ANTICIPATED PROFITS, REDUCED PRODUCTION, GOODWILL, USE, MARKET REPUTATION, BUSINESS RECEIPTS OR COMMERCIAL OPPORTUNITIES. THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISION. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION REGARDLESS OF THE HARM LEGAL THEORY ON WHICH ANY SUCH DAMAGES MAY BE BASED AND EVEN IF A PARTY HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. These limitations shall apply notwithstanding the failure of the essential purpose of any limited remedy specified herein. NOTHING IN THIS AGREEMENT EXCLUDES OR LOSS.LIMITS THE LIABILITY OF EITHER PARTY: • FOR A PARTY’S INDEMNITY OBLIGATIONS HEREUNDER; • FOR DEATH OR PERSONAL INJURY CAUSED BY THAT PARTY’S NEGLIGENCE; • FOR ANY MATTER FOR WHICH IT WOULD BE ILLEGAL FOR THAT PARTY TO EXCLUDE OR LIMIT ITS LIABILITY AT APPLICABLE LAW; OR • FOR FRAUD OR FRAUDULENT MISREPRESENTATION

Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NEITHER PARTY SHALL LAUDER MANAGEMENT WILL NOT BE LIABLE UNDER FOR ANY INDIRECT, SPECIAL, EXEMPLARY, OR IN CONNECTION WITH THIS AGREEMENT OR UNDER ANY OTHER THEORY OF LAWCONSEQUENTIAL DAMAGES, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, INCLUDING FOR ANY SPECIALLOSS, INDIRECTCORRUPTION, CONTINGENTOR INACCURACY OF DATA, INCIDENTAL LOST PROFITS, LOST BUSINESS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR CONSEQUENTIAL DAMAGES SERVICES, OR LIABILITY OR INJURY TO THIRD PERSONS, WHETHER FORESEEABLE OR NOT AND REGARDLESS WHETHER LAUDER MANAGEMENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE EXTENT NOT CONSTITUTING INDIRECTCONTRARY IN THESE TERMS, CONTINGENTLAUDER MANAGEMENT’S (INCLUDING ANY OF ITS AFFILIATES) AGGREGATE LIABILITY, INCIDENTAL FOR DAMAGES (MONETARY OR CONSEQUENTIAL DAMAGESOTHERWISE) UNDER THESE TERMS CLAIMED BY YOU OR ANY THIRD PARTY ARISING FROM THE SITE OR OUR GOODS OR SERVICES, ANY LOSS SHALL BE LIMITED TO THE LESSER OF ANTICIPATED PROFITS(I) ACTUAL DAMAGES INCURRED, REDUCED PRODUCTION, GOODWILL, USE, MARKET REPUTATION, BUSINESS RECEIPTS OR COMMERCIAL OPPORTUNITIES(II) PAYMENTS MADE BY YOU FOR THE GOODS OR SERVICES DURING THE SIX (6) MONTHS PRECEDING THE CLAIM. THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING EXISTENCE OF MULTIPLE CLAIMS WILL NOT ENLARGE THIS LIMIT. THIS LIMITATION WILL APPLY NOTWITHSTANDING ANY WAIVER REQUIRED UNDER FAILURE OF ESSENTIAL PURPOSE OF ANY STATUTORY PROVISION. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSSLIMITED REMEDY.

Limitations of Liability. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, TO THE EXTENT PERMITTED BY LAW, FOR ANY OTHER PROVISION CAUSE RELATED TO OR ARISING OUT OF THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR UNDER ANY OTHER THEORY OF LAW, WHETHER IN AN ACTION BASED ON A CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISEANY OTHER LEGAL OR EQUITABLE THEORY, HOWEVER ARISING, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR (A) ANY SPECIAL, INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES AND TO THE EXTENT NOT CONSTITUTING INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ANY LOSS OF ANTICIPATED LOST PROFITS, REDUCED PRODUCTIONREVENUES, GOODWILL, USEOR INDIRECT, MARKET REPUTATIONSPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS RECEIPTS INTERRUPTION OR COMMERCIAL OPPORTUNITIES. PUNITIVE DAMAGES;; OR (B) DAMAGES IN AN AMOUNT THAT EXCEEDS THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED AMOUNTS PAID OR PAYABLE TO RISKIQ BY THE CUSTOMER (OR, IF APPLICABLE, THE CHANNEL PARTNER) UNDER ANY STATUTORY PROVISION. THIS AGREEMENT FOR THE SERVICE THAT IS THE SUBJECT OF THE CLAIM DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE EXTENT ANY DAMAGES REQUIRED FIRST EVENT WHICH GIVES RISE TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY WHETHER OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE NOT A REASONABLE APPROXIMATION PARTY HAS BEEN ADVISED OF THE HARM POSSIBILITY OF SUCH DAMAGES OR LOSSIF SUCH DAMAGES WERE FORESEEABLE AND NOTHWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Limitations of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS AND CONDITIONS, FOURTH WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO SUBSCRIBER OR ANY OTHER PROVISION PARTY FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF THIS AGREEMENTOR RELATED TO THE SERVICES OR THESE TERMS AND CONDITIONS, NEITHER PARTY SHALL BE LIABLE OR FOR ANY LOST GOODWILL OR BUSINESS VALUE, LOST PROFITS, OR LOSS OF BUSINESS OR DATA, EVEN IF FOURTH IS APPRISED OR SHOULD HAVE KNOWN OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. UNDER NO CIRCUMSTANCES WILL FOURTH'S TOTAL LIABILITY OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT RELATED TO THE SERVICES OR UNDER THESE TERMS AND CONDITIONS (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY OTHER THEORY OF LAW, WHETHER IN ACTION OR CLAIM IS BASED ON CONTRACT, TORT TORT, OR OTHERWISE, FOR ANY SPECIAL, INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES AND EXCEED THE TOTAL FEES PAID BY SUBSCRIBER TO FOURTH UNDER THE APPLICABLE ORDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE EXTENT NOT CONSTITUTING INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ANY LOSS OF ANTICIPATED PROFITS, REDUCED PRODUCTION, GOODWILL, USE, MARKET REPUTATION, BUSINESS RECEIPTS OR COMMERCIAL OPPORTUNITIESLIABILITY. THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISIONEXISTENCE OF MORE THAN ONE CLAIM SHALL NOT INCREASE THIS LIMIT. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATEDFOREGOING LIMITATIONS, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT EXCLUSIONS AND DISCLAIMERS SHALL APPLY WHETHER OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSS.NOT

Limitations of Liability. IN NO EVENT SHALL HUMIO BE LIABLE FOR ANY, LOST PROFITS, BUSINESS INTERRUPTION, REPLACEMENT SERVICE OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR INDIRECT DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY. NOTWITHSTANDING ANY OTHER PROVISION OF ANYTHING TO THE CONTRARY IN THIS AGREEMENT, NEITHER PARTY EXCEPT FOR A BREACH OF SECTION 4 BY EITHER PARTY, CLAIMS ARISING FROM A PARTY’S GROSS NEGLIGENCE OR WILFUL MISCONDUCT, OR OBLIGATIONS ARISING UNDER SECTION 5 IN NO EVENT SHALL EITHER PARTY’S TOTAL LIABILITY TO THE OTHER FOR DAMAGES, LOSSES OR LIABILITY OF ANY KIND EXCEED, EITHER CUMULATIVELY OR IN THE AGGREGATE, THE FEES PAID BY CUSTOMER TO HUMIO UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, XXXXX’S TOTAL LIABILITY WITH RESPECT TO SECTION 5 SHALL BE LIABLE LIMITED TO AN AMOUNT EQUAL TO FIVE TIMES (5X) THE TOTAL FEES PAID BY CUSTOMER TO HUMIO UNDER OR IN CONNECTION WITH THIS AGREEMENT OR UNDER ANY OTHER THEORY OF LAW, WHETHER IN CONTRACT, TORT OR OTHERWISE, FOR ANY SPECIAL, INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES AND TO THE EXTENT NOT CONSTITUTING INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ANY LOSS OF ANTICIPATED PROFITS, REDUCED PRODUCTION, GOODWILL, USE, MARKET REPUTATION, BUSINESS RECEIPTS OR COMMERCIAL OPPORTUNITIES. THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISION. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSSAGREEMENT.

Limitations of Liability. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE: (A) IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY DAMAGES FOR LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE OR DATA, OR INTERRUPTION OF BUSINESS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND OR OTHER PROVISION OF ECONOMIC LOSS ARISING FROM OR RELATING TO THIS AGREEMENT, NEITHER EVEN IF SUCH PARTY SHALL BE LIABLE UNDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, HOWEVER CAUSED, AND (B) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, EACH PARTY’S ENTIRE LIABILITY ARISING FROM OR IN CONNECTION WITH RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER THEREOF, UNDER ANY OTHER LEGAL THEORY OF LAW, (WHETHER IN CONTRACT, TORT TORT, INDEMNITY OR OTHERWISE) WILL BE LIMITED IN EACH INSTANCE TO THE AMOUNT OF ACTUAL DAMAGES INCURRED BY THAT PARTY, PROVIDED, HOWEVER, THAT IN NO EVENT SHALL THE AGGREGATE LIABILITY EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO QOMPLX UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE DATE THE FIRST CLAIM GIVING RISE TO SUCH LIABILITY AROSE (OR, IF SUCH FIRST CLAIM AROSE DURING THE INITIAL TWELVE (12) MONTHS OF THE TERM, THE FEES PAID OR PAYABLE BY CUSTOMER WITH RESPECT TO THE INITIAL TWELVE (12) MONTHS OF THE TERM). IN NO EVENT SHALL QOMPLX BE LIABLE FOR ANY SPECIALDIRECT OR INDIRECT DAMAGES ARISING OUT OF OR RESULTING FROM ANY CUSTOMER’S CONTENT, INDIRECTRECOMMENDATIONS, CONTINGENTAUTONOMOUS ACTIONS, INCIDENTAL OR CONSEQUENTIAL DAMAGES AND TO THE EXTENT NOT CONSTITUTING INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ANY LOSS OF ANTICIPATED PROFITS, REDUCED PRODUCTION, GOODWILL, USE, MARKET REPUTATION, BUSINESS RECEIPTS OR COMMERCIAL OPPORTUNITIES. THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISION. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINETHIRD-PARTY CONTENT, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE THIRD- PARTY SERVICES OR FOR CLAIMS MADE A REASONABLE APPROXIMATION SUBJECT OF THE HARM OR LOSSA LEGAL PROCEEDING AGAINST QOMPLX MORE THAN TWO YEARS AFTER ANY SUCH CAUSE OF ACTION FIRST AROSE.

Limitations of Liability. NOTWITHSTANDING ANY OTHER PROVISION TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY, ITS EMPLOYEES, OFFICERS, DIRECTORS, REPRESENTATIVES OR ITS AFFILIATES (FOR PURPOSES OF THIS AGREEMENTSECTION ONLY “PANTHEON”), NEITHER PARTY SHALL BE LIABLE UNDER TO THE OTHER PARTY OR IN CONNECTION WITH THIS AGREEMENT OR UNDER ANY OTHER THEORY OF LAW, WHETHER IN CONTRACT, TORT OR OTHERWISE, THIRD PARTY FOR ANY INDIRECT, SPECIAL, INDIRECT, CONTINGENTPUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES AND WHATSOEVER ARISING OUT OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE EXTENT NOT CONSTITUTING INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ANY DAMAGES FOR LOSS OF ANTICIPATED BUSINESS PROFITS, REDUCED PRODUCTIONBUSINESS INTERRUPTION, GOODWILLLOSS OF BUSINESS INFORMATION, USE, MARKET REPUTATION, BUSINESS RECEIPTS OR COMMERCIAL OPPORTUNITIESANY OTHER PECUNIARY LOSS. THIS LIMITATION APPLIES EVEN IF A PARTY HAS BEEN ADVISED OF THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISIONPOSSIBILITY OF SUCH DAMAGES. TO NOTWITHSTANDING THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATEDFOREGOING, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION MAXIMUM AGGREGATE AMOUNT WHICH MAY BE AWARDED TO AND COLLECTED BY THE OTHER PARTY WITH RESPECT TO CLAIMS UNDER THIS AGREEMENT SHALL NOT EXCEED TWELVE (12) MONTHS OF FEES FOR SERVICES UNDER THE HARM OR LOSSAPPLICABLE ORDER FORM FROM WHICH THE FIRST CLAIM AROSE.

Limitations of Liability. NOTWITHSTANDING ANY OTHER PROVISION IN NO EVENT, REGARDLESS OF THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE UNDER THE FORM OF THE CLAIM OR IN CONNECTION WITH THIS AGREEMENT OR UNDER ANY OTHER THEORY CAUSE OF LAW, ACTION (WHETHER BASED IN CONTRACT, INFRINGEMENT, NEGLIGENCE, STRICT LIABILITY, OTHER TORT OR OTHERWISE), SHALL SELLER’S LIABILITY TO BUYER FOR ANY SPECIALCLAIM ARISING UNDER THIS AGREEMENT EXCEED THE PRICE PAID BY BUYER FOR THE SPECIFIC PRODUCTS PROVIDED BY SELLER GIVING RISE TO THE CLAIM OR CAUSE OF ACTION. BUYER AGREES THAT IN NO EVENT SHALL SELLER’S LIABILITY TO BUYER AND/OR ITS CUSTOMERS EXTEND TO INCLUDE INCIDENTAL, INDIRECT, CONTINGENTEXEMPLARY, INCIDENTAL CONSEQUENTIAL, CONTINGENT OR CONSEQUENTIAL DAMAGES AND TO PUNITIVE DAMAGES. WITHOUT LIMITING THE EXTENT NOT CONSTITUTING INDIRECTGENERALITY OF THE FOREGOING, CONTINGENT, INCIDENTAL SELLER SPECIFICALLY DISCLAIMS ANY LIABILITY FOR PROPERTY OR CONSEQUENTIAL PERSONAL INJURY DAMAGES, ANY DAMAGES CAUSED BY DELAY IN PERFORMANCE, PENALTIES, SPECIAL OR PUNITIVE DAMAGES, DAMAGES FOR LOST PROFITS OR REVENUES, LOSS OF ANTICIPATED PROFITSUSE OF PRODUCTS OR ANY ASSOCIATED EQUIPMENT, REDUCED PRODUCTIONCOST OF CAPITAL, GOODWILLCOST OF SUBSTITUTE PRODUCTS, USEFACILITIES OR SERVICES, MARKET REPUTATIONDOWNTIME, BUSINESS RECEIPTS SHUT-DOWN OR COMMERCIAL OPPORTUNITIES. THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISION. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINESLOW- DOWN COSTS, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT FOR ANY OTHER TYPES OF ECONOMIC LOSS, AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION FOR CLAIMS OF THE HARM BUYER’S CUSTOMERS OR LOSSANY THIRD PARTY FOR ANY SUCH DAMAGES.

Limitations of Liability. NOTWITHSTANDING ANY OTHER PROVISION TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF RFID AND ITS SUPPLIERS FOR ALL DIRECT DAMAGES RELATING TO OR ARISING FROM THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, CONTRACT DAMAGES AND DAMAGES FOR INJURIES TO PERSONS OR PROPERTY, WHETHER ARISING FROM RFID’S BREACH OF THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE UNDER BREACH OF WARRANTY, NEGLIGENCE (WHETHER ACTIVE, AFFIRMATIVE OR GROSS), STRICT LIABILITY, OR OTHER TORT WITH RESPECT TO THE PRODUCTS, OR ANY SERVICE PROVIDED IN CONNECTION WITH THIS AGREEMENT OR UNDER ANY OTHER THEORY OF LAW, WHETHER IN CONTRACT, TORT THE PRODUCTS OR OTHERWISE, SHALL IN NO EVENT EXCEED THE AMOUNT RFID RECEIVED FROM YOU FOR THE PARTICULAR PRODUCT OR SERVICE GIVING RISE TO THE LIABILITY. RFID WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY DAMAGE OR LOSS RESULTING FROM THE OPERATION OR PERFORMANCE OF ANY THIRD PARTY PRODUCT OR ANY SYSTEMS IN WHICH AN RFID PRODUCT IS INCORPORATED. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL RFID BE LIABLE FOR ANY SPECIAL, INDIRECTINCIDENTAL, CONTINGENT, INCIDENTAL INDIRECT OR CONSEQUENTIAL DAMAGES AND ARISING OUT OF OR RELATING TO THE EXTENT THIS AGREEMENT, INCLUDING BUT NOT CONSTITUTING INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ANY LIMITED TO LOSS OF ANTICIPATED BUSINESS, REVENUE, PROFITS, REDUCED PRODUCTION, GOODWILL, USE, MARKET REPUTATIONDATA OR OTHER ECONOMIC ADVANTAGE AND ANY NON-ECONOMIC LOSSES, BUSINESS RECEIPTS OR COMMERCIAL OPPORTUNITIES. THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISION. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION REGARDLESS OF THE HARM OR LOSSLEGAL THEORY ON WHICH ANY SUCH DAMAGES MAY BE BASED AND EVEN IF A PARTY HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. These limitations shall apply notwithstanding the failure of the essential purpose of any limited remedy specified herein.

Limitations of Liability. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENTTHE STAND AND ITS SUBSIDIARIES AND AFFILIATES, NEITHER PARTY AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS (COLLECTIVELY, THE “RELEASEES”), SHALL NOT BE LIABLE UNDER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR IN CONNECTION WITH CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT OR UNDER THE USE OR INABILITY TO USE THE SITE OR ANY SITE CONTENT, INCLUDING WITHOUT LIMITATION, LOST BUSINESS OR PROFITS, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), EQUITY, BREACH OF CONTRACT, OR OTHERWISE (AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE OR THE RELEASEES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE). RELEASEES ALSO SHALL NOT HAVE ANY LIABILITY OR RESPONSIBILITY FOR ANY ACTS, OMISSIONS OR CONDUCT OF ANY SITE USER OR OTHER THEORY THIRD PARTY. TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF LAWTHE RELEASEES EXCEED ONE HUNDRED DOLLARS ($100.00 USD), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT TORT, OR OTHERWISE. IF APPLICABLE LAW LIMITS THE APPLICATION OF THE FOREGOING LIMITATION OF LIABILITY, FOR ANY SPECIAL, INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES AND THE STAND’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT NOT CONSTITUTING INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ANY LOSS OF ANTICIPATED PROFITS, REDUCED PRODUCTION, GOODWILL, USE, MARKET REPUTATION, BUSINESS RECEIPTS OR COMMERCIAL OPPORTUNITIES. THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISION. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSSPERMITTED BY LAW.

Limitations of Liability. NOTWITHSTANDING TO THE FULLEST EXTENT ALLOWED BY LAW, INTUIT SHALL NOT BE LIABLE UNDER ANY OTHER PROVISION CIRCUMSTANCE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, NEITHER PARTY THE PROGRAM OR THE PRODUCTS, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, LOSS OF USE, LOST DATA OR ANY DAMAGES OR SUMS PAID BY AUTHORIZED RESELLER TO THIRD PARTIES, EVEN IF INTUIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL BE LIABLE UNDER APPLY WHETHER SUCH CLAIM IS BASED UPON BREACH OF CONTRACT, WARRANTY OR IN CONNECTION WITH ANY STATUTORY DUTY, NEGLIGENCE OR OTHER TORT, PRINCIPLES OF INDEMNITY OR CONTRIBUTION, THE FAILURE OF ANY LIMITED OR EXCLUSIVE REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE. SINCE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CONSEQUENTIAL DAMAGES, THIS AGREEMENT OR UNDER ANY OTHER THEORY OF LAWLIMITATION MAY NOT APPLY TO AUTHORIZED RESELLER. INTUIT’S TOTAL LIABILITY FOR ALL DAMAGES, ALLEGED DAMAGES, AND LOSSES HEREUNDER, (WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, FOR ANY SPECIAL, INDIRECT, CONTINGENT, INCIDENTAL ) SHALL NOT EXCEED THE LESSER OF AMOUNTS RECEIVED BY INTUIT UNDER THIS AGREEMENT OR CONSEQUENTIAL DAMAGES AND TO THE EXTENT NOT CONSTITUTING INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ANY LOSS OF ANTICIPATED PROFITS, REDUCED PRODUCTION, GOODWILL, USE, MARKET REPUTATION, BUSINESS RECEIPTS OR COMMERCIAL OPPORTUNITIES. THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISION. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSSFIVE THOUSAND ($5,000) DOLLARS.

Limitations of Liability. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE: (A) IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY DAMAGES FOR LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE OR DATA, OR INTERRUPTION OF BUSINESS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND OR OTHER PROVISION OF ECONOMIC LOSS ARISING FROM OR RELATING TO THIS AGREEMENT, NEITHER EVEN IF SUCH PARTY SHALL BE LIABLE UNDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, HOWEVER CAUSED, AND (B) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, EACH PARTY’S ENTIRE LIABILITY ARISING FROM OR IN CONNECTION WITH RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER THEREOF, UNDER ANY OTHER LEGAL THEORY OF LAW, (WHETHER IN CONTRACT, TORT TORT, INDEMNITY OR OTHERWISE) WILL BE LIMITED IN EACH INSTANCE TO THE AMOUNT OF ACTUAL DAMAGES INCURRED BY THAT PARTY, PROVIDED, HOWEVER, THAT IN NO EVENT SHALL THE AGGREGATE LIABILITY EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO QOMPLX UNDER THIS AGREEMENT WITH RESPECT TO THE TWELVE (12) MONTH PERIOD PRIOR TO THE DATE THE FIRST CLAIM GIVING RISE TO SUCH LIABILITY AROSE (OR, IF SUCH FIRST CLAIM AROSE DURING THE INITIAL TWELVE (12) MONTHS OF THE TERM, THE FEES PAID OR PAYABLE BY CUSTOMER WITH RESPECT TO THE INITIAL TWELVE (12) MONTHS OF THE TERM). IN NO EVENT SHALL QOMPLX BE LIABLE FOR ANY SPECIALDIRECT OR INDIRECT DAMAGES ARISING OUT OF OR RESULTING FROM ANY CUSTOMER’S CONTENT, INDIRECTRECOMMENDATIONS, CONTINGENTAUTONOMOUS ACTIONS, INCIDENTAL OR CONSEQUENTIAL DAMAGES AND TO THE EXTENT NOT CONSTITUTING INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ANY LOSS OF ANTICIPATED PROFITS, REDUCED PRODUCTION, GOODWILL, USE, MARKET REPUTATION, BUSINESS RECEIPTS OR COMMERCIAL OPPORTUNITIES. THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISION. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINETHIRD- PARTY CONTENT, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE THIRD-PARTY SERVICES OR FOR CLAIMS MADE A REASONABLE APPROXIMATION SUBJECT OF THE HARM OR LOSSA LEGAL PROCEEDING AGAINST QOMPLX MORE THAN TWO YEARS AFTER ANY SUCH CAUSE OF ACTION FIRST AROSE.

Limitations of Liability. IN NO EVENT SHALL EITHER PARTY, ITS OFFICERS, DIRECTORS, AFFILIATES OR EMPLOYEES BE LIABLE FOR ANY FORM OF INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PRODUCTION, LOSS OF PRODUCT, LOSS OF REVENUE, LOSS OF PROFITS OR LOSS OF DATA DAMAGES, WHETHER SUCH DAMAGES ARISE IN CONTRACT OR TORT AND IRRESPECTIVE OF FAULT, NEGLIGENCE OR STRICT LIABILITY OR WHETHER SUCH PARTY HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, NOTHING HEREIN SHALL LIMIT (I) ESCO’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 6.1.2 WITH RESPECT TO ANY SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES THAT ARE AWARDED AGAINST AN INDEMNIFIED PARTY IN CONNECTION WITH A THIRD-PARTY CLAIM, OR (II) EITHER PARTY’S LIABILITY FOR THE GROSS NEGLIENCE OR WILLFUL MISCONDUCT OF SUCH PARTY. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR UNDER ANY OTHER THEORY OF LAW, WHETHER IN CONTRACT, TORT OR OTHERWISE, FOR ANY SPECIAL, INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES THE CONTRACT DOCUMENTS AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE MAXIMUM LIABILITY OF ESCO FOR DAMAGES UNDER THIS AGREEMENT AND THE CONTRACT DOCUMENTS SHALL NOT CONSTITUTING INDIRECTEXCEED THE AMOUNTS ACTUALLY PAID BY DISTRICT FOR THE SERVICE(S) GIVING RISE TO THE CLAIM. CONTRACT SUM. NOTWITHSTANDING THE FOREGOING, CONTINGENTTHIS LIMITATION OF LIABILITY SHALL, INCIDENTAL OR CONSEQUENTIAL DAMAGESIN NO EVENT, LIMIT ESCO’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 6.1.2 WITH RESPECT TO ANY LOSS OF ANTICIPATED PROFITSTHIRD-PARTY CLAIM, REDUCED PRODUCTION, GOODWILL, USE, MARKET REPUTATION, BUSINESS RECEIPTS OR COMMERCIAL OPPORTUNITIES. THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING NOR SHALL IT LIMIT ESCO’S LIABILITY WITH RESPECT TO ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISION. OTHER CLAIM TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT CAUSED BY ESCO’S NEGLIGENCE OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSSWILLFUL MISCONDUCT.

Limitations of Liability. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NEITHER IN NO EVENT WILL EITHER PARTY SHALL BE LIABLE UNDER TO THE OTHER PARTY FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS ARISING OUT OF OR IN CONNECTION WITH THIS THE MASTER SUBSCRIPTION AGREEMENT OR UNDER ANY OTHER THEORY THE USE, OPERATION OR PERFORMANCE OF LAWTHE PRODUCTS, WHETHER IN SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, TORT WARRANTY, TORT, PRODUCT LIABILITY OR OTHERWISE, AND WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY ARISING UNDER THIS MASTER SUBSCRIPTION AGREEMENT, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL NOT EXCEED THE AMOUNTS PAID TO ILLUMIO BY CUSTOMER FOR ANY SPECIAL, INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES AND THE PURCHASE ORDER(S) GIVING RISE TO THE EXTENT NOT CONSTITUTING INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ANY LOSS OF ANTICIPATED PROFITS, REDUCED PRODUCTION, GOODWILL, USE, MARKET REPUTATION, BUSINESS RECEIPTS OR COMMERCIAL OPPORTUNITIESLIABILITY. THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISION. TO EXPRESSLY ACKNOWLEDGE AND AGREE THAT ILLUMIO HAS SET ITS FEES AND ENTERED INTO THIS MASTER SUBSCRIPTION AGREEMENT IN RELIANCE UPON THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATEDLIMITATIONS OF LIABILITY SPECIFIED HEREIN, WHICH ALLOCATE THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT RISK BETWEEN ILLUMIO AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE CUSTOMER AND FORM A REASONABLE APPROXIMATION BASIS OF THE HARM BARGAIN BETWEEN THE PARTIES. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO (1) PERSONAL INJURY OR LOSSDEATH RESULTING FROM LICENSOR’S NEGLIGENCE; (2) FOR FRAUD; OR (3) FOR ANY OTHER MATTER FOR WHICH LIABILITY CANNOT BE EXCLUDED BY LAW.

Limitations of Liability. NOTWITHSTANDING ANY OTHER PROVISION TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF HID AND ITS SUPPLIERS FOR ALL DIRECT DAMAGES RELATING TO OR ARISING FROM THIS AGREEMENT, IN THE AGGREGATE, WHETHER ARISING FROM HID’S BREACH OF THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE UNDER BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, OR ANY SERVICE PROVIDED IN CONNECTION WITH THIS AGREEMENT OR UNDER ANY OTHER THEORY OF LAW, WHETHER IN CONTRACT, TORT THE PRODUCTS OR OTHERWISE, SHALL IN NO EVENT EXCEED THE AMOUNT HID RECEIVED FROM CUSTOMER FOR THE PARTICULAR PRODUCT OR SERVICE GIVING RISE TO THE LIABILITY. HID WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY DAMAGE OR LOSS RESULTING FROM THE OPERATION OR PERFORMANCE OF ANY THIRD PARTY PRODUCT OR SERVICE OR ANY SYSTEMS IN WHICH A PRODUCT IS INCORPORATED. THE ABOVE LIMITATIONS OF HID’S LIABILITY SHALL NOT APPLY IN THE EVENT OF FRAUD OR GROSS NEGLIGENCE ON THE PART OF HID OR TO HID’S INDEMNITY OBLIGATIONS UNDER SECTION 11. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL HID BE LIABLE FOR ANY SPECIAL, INDIRECTINCIDENTAL, CONTINGENT, INCIDENTAL INDIRECT OR CONSEQUENTIAL DAMAGES AND ARISING OUT OF OR RELATING TO THE EXTENT THIS AGREEMENT INCLUDING BUT NOT CONSTITUTING INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ANY LIMITED TO LOSS OF ANTICIPATED BUSINESS, REVENUE, PROFITS, REDUCED PRODUCTION, GOODWILL, USE, MARKET REPUTATIONDATA OR OTHER ECONOMIC ADVANTAGE AND ANY NON-ECONOMIC LOSSES, BUSINESS RECEIPTS OR COMMERCIAL OPPORTUNITIES. THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISION. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION REGARDLESS OF THE HARM OR LOSSLEGAL THEORY ON WHICH ANY SUCH DAMAGES MAY BE BASED AND EVEN IF HID HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY SPECIFIED HEREIN.

Limitations of Liability. NOTWITHSTANDING ANY OTHER PROVISION OF ANYTHING ELSE IN THIS AGREEMENT, NEITHER PARTY JUNIPER NETWORKS’ AND ITS SUPPLIERS’ CUMULATIVE AND AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT AND/OR SALE OF THE PRODUCTS OR SERVICES SHALL BE LIABLE UNDER LIMITED TO THE AMOUNT PAID BY J-PARTNER TO ITS DISTRIBUTOR FOR JUNIPER NETWORKS PRODUCTS (AS DEFINED ABOVE) OR JUNIPER NETWORKS SERVICES IN CONNECTION WITH THIS AGREEMENT THE THREE MONTHS IMMEDIATELY PRECEDING THE EVENT OR UNDER SITUATION GIVING RISE TO SUCH LIABILITY. IN NO EVENT SHALL JUNIPER NETWORKS HAVE ANY OTHER THEORY LIABILITY FOR ANY LOST PROFITS, LOSS OF LAWDATA OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER IN CONTRACT, TORT OR OTHERWISE, FOR ANY SPECIAL, INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES AND TO THE EXTENT NOT CONSTITUTING INDIRECTARISING OUT OF THIS AGREEMENT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ANY LOSS OF ANTICIPATED PROFITS, REDUCED PRODUCTION, GOODWILL, USE, MARKET REPUTATION, BUSINESS RECEIPTS OR COMMERCIAL OPPORTUNITIES. THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISION. TO THEORY OF LIABILITY, INLCUDING, WITHOUT LIMITATION, THOSE RESULTING FROM THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINEUSE OF PRODUCT PURCHASED HEREUNDER, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION FAILURE OF PRODUCTS OR SERVICES TO PERFORM, OR FOR ANY OTHER REASON. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE HARM OR LOSSESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Limitations of Liability. NOTWITHSTANDING TO THE FULLEST EXTENT ALLOWED BY LAW, INTUIT SHALL NOT BE LIABLE UNDER ANY OTHER PROVISION CIRCUMSTANCE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, NEITHER PARTY THE PROGRAM OR THE PRODUCTS, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, LOSS OF USE, LOST DATA OR ANY DAMAGES OR SUMS PAID BY Member TO THIRD PARTIES, EVEN IF INTUIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL BE LIABLE UNDER APPLY WHETHER SUCH CLAIM IS BASED UPON BREACH OF CONTRACT, WARRANTY OR IN CONNECTION WITH ANY STATUTORY DUTY, NEGLIGENCE OR OTHER TORT, PRINCIPLES OF INDEMNITY OR CONTRIBUTION, THE FAILURE OF ANY LIMITED OR EXCLUSIVE REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE. SINCE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CONSEQUENTIAL DAMAGES, THIS AGREEMENT OR UNDER ANY OTHER THEORY OF LAWLIMITATION MAY NOT APPLY TO Member. INTUIT’S TOTAL LIABILITY FOR ALL DAMAGES, ALLEGED DAMAGES, AND LOSSES HEREUNDER, (WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, FOR ANY SPECIAL, INDIRECT, CONTINGENT, INCIDENTAL ) SHALL NOT EXCEED THE LESSER OF AMOUNTS RECEIVED BY INTUIT UNDER THIS AGREEMENT OR CONSEQUENTIAL DAMAGES AND TO THE EXTENT NOT CONSTITUTING INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ANY LOSS OF ANTICIPATED PROFITS, REDUCED PRODUCTION, GOODWILL, USE, MARKET REPUTATION, BUSINESS RECEIPTS OR COMMERCIAL OPPORTUNITIES. THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISION. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSSFIVE THOUSAND ($5,000) DOLLARS.

Limitations of Liability. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENTTO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY IN NO EVENT SHALL NVIDIA OR ITS SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR UNDER ANY OTHER THEORY OF LAW, WHETHER IN CONTRACT, TORT OR OTHERWISE, FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES AND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE EXTENT NOT CONSTITUTING INDIRECTSOFTWARE, CONTINGENT, INCIDENTAL EVEN IF NVIDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS PROHIBIT EXCLUSION OR LIMITATION OF LIABILITY FOR IMPLIED WARRANTIES OR CONSEQUENTIAL OR INCIDENTAL DAMAGES, ANY LOSS SO THE ABOVE LIMITATION MAY NOT APPLY TO CUSTOMER. CUSTOMER MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. NOTWITHSTANDING THE FOREGOING, NVIDIA'S AGGREGATE LIABILITY ARISING OUT OF ANTICIPATED PROFITS, REDUCED PRODUCTION, GOODWILL, USE, MARKET REPUTATION, BUSINESS RECEIPTS OR COMMERCIAL OPPORTUNITIESRELATING TO THIS AGREEMENT SHALL NOT EXCEED ONE THOUSAND UNITED STATES DOLLARS (USD$1,000.00). THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISION. LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION HAVE FAILED OF THE HARM OR LOSSITS ESSENTIAL PURPOSE.

Limitations of Liability. NOTWITHSTANDING ANY OTHER PROVISION EXCEPT WITH RESPECT TO P3TECH’S INDEMNIFICATION OBLIGATIONS OR A BREACH OF THIS AGREEMENTEITHER PARTY'S CONFIDENTIALITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR UNDER ANY OTHER THEORY OF LAW, P3TECH’S AGGREGATE LIABILITY (WHETHER IN CONTRACT, TORT OR OTHERWISE) FOR ALL CLAIMS OF LIABILITY ARISING OUT OF, OR IN CONNECTION WITH ANY WORK PROVIDED PURSUANT TO THIS MSA SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT FOR THE SPECIFIC WORK GIVING RISE TO SUCH CLAIM DURING THE PRIOR TWELVE (12) MONTH PERIOD. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OF PROFITS, ANY INCIDENTAL, SPECIAL, INDIRECTEXEMPLARY, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES AND TO THE EXTENT NOT CONSTITUTING INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ANY WHETHER FORESEEABLE OR UNFORESEEABLE, BASED ON CLAIMS (INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR LOSS OF ANTICIPATED PROFITS, REDUCED PRODUCTIONDATA, GOODWILL, USEUSE OF MONEY OR USE OF THE SOFTWARE, MARKET REPUTATIONINTERRUPTION IN USE OR AVAILABILITY OF DATA, BUSINESS RECEIPTS STOPPAGE OF OTHER WORK OR COMMERCIAL OPPORTUNITIESIMPAIRMENT OF OTHER ASSETS), ARISING OUT OF BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIMS OR DEMANDS. EACH PARTY ACKNOWLEDGES THAT THESE LIMITATIONS APPLY EVEN IF A PARTY HAS BEEN ADVISED OF THE PARTIES WAIVE POSSIBILITY OF SUCH DAMAGES OR THE REMEDIES FAIL OF THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISION. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATEDESSENTIAL PURPOSE AND THAT, WITHOUT THESE LIMITATIONS, THE PARTIES ACKNOWLEDGE THAT FEE FOR THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED WORK PROVIDED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSSWOULD BE HIGHER.

Limitations of Liability. NOTWITHSTANDING IN NO EVENT SHALL THE INDEMNIFIED PARTIES BE LIABLE FOR ANY OTHER PROVISION EXEMPLARY, INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF, WITH RESPECT TO, OR IN CONNECTION WITH THE WEBSITE, THE SERVICE, USER’S USE OF THE WEBSITE OR THE SERVICE, OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE), INCLUDING, WITHOUT LIMITATION, THE LOSS OF PROFIT, USE, SAVINGS, OR REVENUE, OR THE CLAIMS OF THIRD PARTIES, WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO USER. THE INDEMNIFIED PARTIES ENTIRE AND AGGREGATE LIABILITY, AND USER’S EXCLUSIVE REMEDY, WITH RESPECT TO ANY CLAIM CONCERNING OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE SUBJECT MATTER OF THIS AGREEMENT, NEITHER PARTY IN ANY AND ALL CIRCUMSTANCES, SHALL BE LIABLE UNDER OR THE RECOVERY BY USER OF USER’S PROVEN, ACTUALLY INCURRED, DIRECT DAMAGES; PROVIDED, HOWEVER, IN CONNECTION WITH THIS AGREEMENT OR UNDER ANY OTHER THEORY NO EVENT SHALL THE TOTAL CUMULATIVE LIABILITY OF LAW, THE INDEMIFIED PARTIES FOR ALL DAMAGES FOR ALL CLAIMS WHETHER IN CONTRACT, TORT OR OTHERWISEOTHERWISE HOWSOEVER CAUSED OR ARISING, FOR ANY SPECIAL, INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES AND EXCEED THE TOTAL AMOUNT PAID BY USER TO TFS IN THE EXTENT NOT CONSTITUTING INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ANY LOSS OF ANTICIPATED PROFITS, REDUCED PRODUCTION, GOODWILL, USE, MARKET REPUTATION, BUSINESS RECEIPTS OR COMMERCIAL OPPORTUNITIES. THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISION. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSSTWELVE MONTHS PRECEDING SUCH CLAIM.

Limitations of Liability. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR UNDER ANY OTHER THEORY OF LAWA. FINASTRA’S ENTIRE LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY CLAIM ARISING FROM OR RELATED TO THIS AGREEMENT OR ANY SERVICES, WORK PRODUCT OR OTHER ITEMS FURNISHED OR TO BE FURNISHED UNDER THIS AGREEMENT, BY ORDER REQUEST OR OTHERWISE, WILL IN NO EVENT EXCEED THE FEES PAID TO FINASTRA BY CUSTOMER FOR ANY SPECIALTHE SPECIFIC SERVICES WHICH ARE THE BASIS FOR THE CLAIM; PROVIDED, INDIRECTHOWEVER, CONTINGENTTHAT IF THE SPECIFIC SERVICES WHICH ARE THE BASIS FOR THE CLAIM ARE PROVIDED OVER A PERIOD OF GREATER THAN TWELVE (12) MONTHS, INCIDENTAL OR CONSEQUENTIAL DAMAGES AND FINASTRA’S ENTIRE LIABILITY WILL IN NO EVENT EXCEED THE FEES PAID TO FINASTRA BY CUSTOMER FOR SUCH SERVICES DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE OCCURRENCE OF THE EVENT GIVING RISE TO THE EXTENT NOT CONSTITUTING INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ANY LOSS CAUSE OF ANTICIPATED PROFITS, REDUCED PRODUCTION, GOODWILL, USE, MARKET REPUTATION, BUSINESS RECEIPTS OR COMMERCIAL OPPORTUNITIESACTION. NO ACTION RELATED TO THIS AGREEMENT MAY BE BROUGHT MORE THAN TWO (2) YEARS AFTER THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISION. OCCURRENCE OF THE EVENT GIVING RISE TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION CAUSE OF THE HARM OR LOSSACTION.

Limitations of Liability. NOTWITHSTANDING ANY OTHER PROVISION TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF HID AND ITS SUPPLIERS FOR ALL DIRECT DAMAGES RELATING TO OR ARISING FROM THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, CONTRACT DAMAGES AND DAMAGES FOR INJURIES TO PERSONS OR PROPERTY, WHETHER ARISING FROM HID’S BREACH OF THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE UNDER BREACH OF WARRANTY, NEGLIGENCE (WHETHER ACTIVE, AFFIRMATIVE OR GROSS), STRICT LIABILITY, OR OTHER TORT WITH RESPECT TO THE PRODUCTS, OR ANY SERVICE PROVIDED IN CONNECTION WITH THIS AGREEMENT OR UNDER ANY OTHER THEORY OF LAW, WHETHER IN CONTRACT, TORT THE PRODUCTS OR OTHERWISE, SHALL IN NO EVENT EXCEED THE AMOUNT HID RECEIVED FROM YOU FOR THE PARTICULAR PRODUCT OR SERVICE GIVING RISE TO THE LIABILITY. HID WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY DAMAGE OR LOSS RESULTING FROM THE OPERATION OR PERFORMANCE OF ANY THIRD PARTY PRODUCT OR ANY SYSTEMS IN WHICH AN HID PRODUCT IS INCORPORATED. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL HID BE LIABLE FOR ANY SPECIAL, INDIRECTINCIDENTAL, CONTINGENT, INCIDENTAL INDIRECT OR CONSEQUENTIAL DAMAGES AND ARISING OUT OF OR RELATING TO THE EXTENT THIS AGREEMENT, INCLUDING BUT NOT CONSTITUTING INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ANY LIMITED TO LOSS OF ANTICIPATED BUSINESS, REVENUE, PROFITS, REDUCED PRODUCTION, GOODWILL, USE, MARKET REPUTATIONDATA OR OTHER ECONOMIC ADVANTAGE AND ANY NON-ECONOMIC LOSSES, BUSINESS RECEIPTS OR COMMERCIAL OPPORTUNITIES. THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISION. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION REGARDLESS OF THE HARM OR LOSSLEGAL THEORY ON WHICH ANY SUCH DAMAGES MAY BE BASED AND EVEN IF A PARTY HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. These limitations shall apply notwithstanding the failure of the essential purpose of any limited remedy specified herein.

Limitations of Liability. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NEITHER PARTY SHALL IN NO EVENT WILL WE BE LIABLE UNDER TO YOU OR IN CONNECTION WITH THIS AGREEMENT OR UNDER ANY OTHER THEORY OF LAW, WHETHER IN CONTRACT, TORT OR OTHERWISE, THIRD PARTY FOR ANY SPECIALDIRECT, INDIRECT, CONTINGENTCONSEQUENTIAL, INCIDENTAL EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES AND TO THE EXTENT NOT CONSTITUTING INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL PUNITIVE DAMAGES, ANY INCLUDING LOSS OF ANTICIPATED PROFITSDATA, REDUCED PRODUCTIONMISREPRESENTATION OF DATA, GOODWILLFAULTY IMPORT DATA OR OTHER DAMAGES ARISING FROM YOUR USE OF THE APPLICATION. THIS APPLICATION AND ITS COMPONENTS ARE OFFERED FOR INFORMATIONAL PURPOSES ONLY; THIS APPLICATION SHALL NOT BE RESPONSIBLE OR LIABLE FOR THE ACCURACY, USEFULNESS, OR AVAILABILITY OF ANY INFORMATION MADE AVAILABLE VIA THE APPLICATION, AND SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY ERRORS OR OMISSIONS IN THAT INFORMATION. YOU SHALL BE RESPONSIBLE FOR THE PAYMENT OF ALL TAXES, DUTIES OR LEVEIES THAT MAY NOW OR HEREAFTER BE IMPOSSED BY ANY AUTHORITY UPON THIS AGREEMENT FOR THE SUPPLY, USE, MARKET REPUTATIONOR MAINTENANCE OF THE APPLICATION, AND IF ANY OF THE FOREGOING TAXES, DUTIES, OR LEVEIES ARE PAID AT ANY TIME BY US, YOU SHALL REIMBURSE US IN FULL UPON DEMAND. IN NO EVENT SHALL WE OR OUR SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF BUSINESS PROFIT, BUSINESS RECEIPTS OR COMMERCIAL OPPORTUNITIES. THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISION. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATEDINTERUPTION, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINELOSS OF BUSINESS INFORMATION, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OTHER PECUNIARY LOSS) ARISING OUT OF USE OR INABLILITY TO USE OUR PRODUCT, EVEN IF WE OR OUR DEALERS HAVE BEEN ADVISED OF THE HARM OR LOSSPOSSIBILITY OF SUCH DAMAGES.

Limitations of Liability. NOTWITHSTANDING ANY OTHER PROVISION TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF rf IDEAS AND ITS SUPPLIERS FOR ALL DIRECT DAMAGES RELATING TO OR ARISING FROM THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, CONTRACT DAMAGES AND DAMAGES FOR INJURIES TO PERSONS OR PROPERTY, WHETHER ARISING FROM rf IDEAS’ BREACH OF THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE UNDER BREACH OF WARRANTY, NEGLIGENCE (WHETHER ACTIVE, AFFIRMATIVE OR GROSS), STRICT LIABILITY, OR OTHER TORT WITH RESPECT TO THE PRODUCTS, OR ANY SERVICE PROVIDED IN CONNECTION WITH THIS AGREEMENT OR UNDER ANY OTHER THEORY OF LAW, WHETHER IN CONTRACT, TORT THE PRODUCTS OR OTHERWISE, SHALL IN NO EVENT EXCEED THE AMOUNT rf IDEAS RECEIVED FROM YOU FOR THE PARTICULAR PRODUCT OR SERVICE GIVING RISE TO THE LIABILITY. rf IDEAS WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY DAMAGE OR LOSS RESULTING FROM THE OPERATION OR PERFORMANCE OF ANY THIRD PARTY PRODUCT OR ANY SYSTEMS IN WHICH AN rf IDEAS PRODUCT IS INCORPORATED. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL rf IDEAS BE LIABLE FOR ANY SPECIAL, INDIRECTINCIDENTAL, CONTINGENT, INCIDENTAL INDIRECT OR CONSEQUENTIAL DAMAGES AND ARISING OUT OF OR RELATING TO THE EXTENT THIS AGREEMENT, INCLUDING BUT NOT CONSTITUTING INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ANY LIMITED TO LOSS OF ANTICIPATED BUSINESS, REVENUE, PROFITS, REDUCED PRODUCTION, GOODWILL, USE, MARKET REPUTATIONDATA OR OTHER ECONOMIC ADVANTAGE AND ANY NON-ECONOMIC LOSSES, BUSINESS RECEIPTS OR COMMERCIAL OPPORTUNITIES. THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISION. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION REGARDLESS OF THE HARM OR LOSSLEGAL THEORY ON WHICH ANY SUCH DAMAGES MAY BE BASED AND EVEN IF A PARTY HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. These limitations shall apply notwithstanding the failure of the essential purpose of any limited remedy specified herein.

Limitations of Liability. NOTWITHSTANDING EXCEPT FOR INDEMNIFICATION OBLIGATIONS TO THIRD PARTIES HEREUNDER, CUSTOMER’S FAILURE TO PAY FEES HEREUNDER, ANY OTHER PROVISION VIOLATION ARISING OUT OF THIS AGREEMENTSECTION 1 (SERVICE ACCESS & USE), NEITHER AND/OR ANY INFRINGEMENT OR VIOLATION OF THE PRODUCT TERMS OR MAPBOX’S INTELLECTUAL PROPERTY RIGHTS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL: (A) EITHER PARTY SHALL (AND/OR MAPBOX LICENSORS/SUPPLIERS) BE LIABLE TO THE OTHER PARTY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR (UNDER ANY OTHER THEORY OF LAWLIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, ) FOR ANY SPECIAL, INDIRECT, CONTINGENTINCIDENTAL, INCIDENTAL CONSEQUENTIAL OR CONSEQUENTIAL PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOST PROFITS, LOST BUSINESS OPPORTUNITIES OR LOST DATA) OR FOR COST OF PROCUREMENT OF SUBSTITUTE SERVICES AND/OR GOODS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES, AND (B) EACH PARTY’S AGGREGATE, CUMULATIVE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE TOTAL FEES PAID OR PAYABLE TO MAPBOX FOR THE RELEVANT SERVICE OFFERING DURING THE TWELVE-MONTH PERIOD IMMEDIATELY PRIOR TO THE EXTENT NOT CONSTITUTING INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ANY LOSS OF ANTICIPATED PROFITS, REDUCED PRODUCTION, GOODWILL, USE, MARKET REPUTATION, BUSINESS RECEIPTS OR COMMERCIAL OPPORTUNITIESEVENT GIVING RISE TO SUCH LIABILITY. THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING FOREGOING LIMITATIONS WILL APPLY EVEN IF ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISIONREMEDY FAILS IN ITS ESSENTIAL PURPOSE. TO MULTIPLE CLAIMS WILL NOT EXPAND THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSSLIMITATIONS SPECIFIED IN THIS SECTION.

Limitations of Liability. NOTWITHSTANDING TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, LESSOR SHALL NOT BE LIABLE TO LESSEE, AND LESSEE COVENANTS THAT IT SHALL NOT ASSERT A CLAIM AGAINST LESSOR, UNDER ANY OTHER PROVISION LEGAL THEORY, WHETHER IN AN ACTION BASED ON A CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, OR OTHERWISE PROVIDED BY STATUTE OR LAW, (i) FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR STATUTORY DAMAGES, OR ANY DAMAGES RESULTING FROM LOST PROFITS, INTERRUPTION OF BUSINESS, OR LOSS OF GOODWILL, EVEN IF LESSOR HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (ii) FOR DAMAGES RELATED TO OR ARISING OUT OF THIS AGREEMENT IN AN AMOUNT THAT EXCEEDS THE FEES ACTUALLY PAID BY LESSOR UNDER THIS AGREEMENT. LESSEE HEREBY WAIVES ANY CLAIM THAT THESE EXCLUSIONS DEPRIVE IT OF AN ADEQUATE REMEDY OR CAUSE THIS AGREEMENT TO FAIL OF ITS ESSENTIAL PURPOSE. PARTIES, HEREBY ACKNOWLEDGE AND AGREE THAT ANY WARRANTY DISCLAIMERS AND LIMITATION OF LIABILITY PROVISIONS SET FORTH ABOVE HAVE BEEN NEGOTIATED AND ARE FUNDAMENTAL ELEMENTS OF BASIS OF THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR UNDER ANY OTHER THEORY OF LAW, WHETHER IN CONTRACT, TORT OR OTHERWISE, FOR ANY SPECIAL, INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES AND TO THE EXTENT NOT CONSTITUTING INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ANY LOSS OF ANTICIPATED PROFITS, REDUCED PRODUCTION, GOODWILL, USE, MARKET REPUTATION, BUSINESS RECEIPTS OR COMMERCIAL OPPORTUNITIES. THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISION. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSS.

Limitations of Liability. NOTWITHSTANDING ANY OTHER PROVISION OF IN THIS AGREEMENT, NEITHER PARTY ANY PURCHASE ORDER OR ANY DOCUMENT RELATED TO THIS AGREEMENT TO THE CONTRARY: (i) VENDOR (OR ITS AFFILIATES) SHALL NOT BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR UNDER ANY OTHER THEORY OF LAWFOR CONSEQUENTIAL, WHETHER IN CONTRACTEXEMPLARY, TORT OR OTHERWISE, FOR ANY SPECIAL, INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES PUNITIVE DAMAGES, FOR LOST PROFITS, FOR THE PROCUREMENT OF SUBSTITUTE SERVICES OR FOR LOSS OF DATA, GOODWILL OR ANY OTHER DAMAGE TO INTANGIBLE PERSONAL PROPERTY, WHETHER INCURRED OR SUFFERED AS A RESULT OF UNAVAILABILITY OF THE SOFTWARE SERVICE OR OTHERWISE OR, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF VENDOR OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (ii) , IN NO EVENT SHALL VENDOR’S AGGREGATE LIABILITY HEREUNDER, FOR ANY CAUSE ARISING OUT OF OR RELATED TO VENDOR'S PERFORMANCE OR NON-PERFORMANCE UNDER THIS AGREEMENT, OR OTHERWISE, EXCEED THE AMOUNT OF THE FEES PAID OR PAYABLE HEREUNDER TO VENDOR IN THE TWO MONTHS (2) PERIOD PRIOR TO THE EXTENT NOT CONSTITUTING INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ANY LOSS OF ANTICIPATED PROFITS, REDUCED PRODUCTION, GOODWILL, USE, MARKET REPUTATION, BUSINESS RECEIPTS OR COMMERCIAL OPPORTUNITIES. TIME IN WHICH THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISION. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DIRECT DAMAGES ARE DIFFICULT INCURRED. THIS LIMITATION SHALL APPLY TO ALL CAUSES OF ACTION OR IMPOSSIBLE TO DETERMINECLAIMS IN THE AGGREGATE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT INCLUDING WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OTHER TORTS. THIS LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF THE HARM OR LOSSESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Limitations of Liability. NOTWITHSTANDING IN NO EVENT SHALL ANY PARTY HAVE ANY LIABILITY, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), WARRANTY OR ANY OTHER PROVISION LEGAL OR EQUITABLE GROUNDS, FOR ANY PUNITIVE, CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL OR INCIDENTAL LOSS OR DAMAGE SUFFERED BY THE OTHER ARISING FROM OR RELATED TO THE PERFORMANCE OR NONPERFORMANCE OF THIS AGREEMENT, NEITHER INCLUDING LOSS OF DATA, PROFITS, INTEREST OR REVENUE OR INTERRUPTION OF BUSINESS, EVEN IF SUCH PARTY SHALL BE LIABLE UNDER HAS BEEN INFORMED OF OR IN CONNECTION WITH THIS AGREEMENT MIGHT OTHERWISE HAVE ANTICIPATED OR UNDER ANY OTHER THEORY FORESEEN THE POSSIBILITY OF LAW, WHETHER IN CONTRACT, TORT SUCH LOSSES OR OTHERWISE, FOR ANY SPECIAL, INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES AND DAMAGES. NOTWITHSTANDING ANYTHING HEREIN TO THE EXTENT NOT CONSTITUTING INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ANY LOSS OF ANTICIPATED PROFITS, REDUCED PRODUCTION, GOODWILL, USE, MARKET REPUTATION, BUSINESS RECEIPTS OR COMMERCIAL OPPORTUNITIES. THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISION. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATEDCONTRARY, THE PARTIES ACKNOWLEDGE THAT LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 4.6 SHALL NOT APPLY TO PERSONAL INJURY, INCLUDING DEATH, AND DAMAGES TO TANGIBLE PROPERTY CAUSED BY THE DAMAGES ARE DIFFICULT WILLFUL OR IMPOSSIBLE TO DETERMINEINTENTIONAL ACTS OF A PARTY OR ITS EMPLOYEES, AGENTS OR SUBCONTRACTORS, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND ANY LIABILITIES ARISING UNDER THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION TRANSMISSION FACILITIES LEASE. THIS SECTION 4.6 SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THE HARM OR LOSSTHIS AGREEMENT.

Limitations of Liability. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENTTO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY COMPANY NOR ANY OF ITS LICENSORS OR VENDORS SHALL BE LIABLE UNDER WITH RESPECT TO ANY SOFTWARE, SERVICES AND/OR IN CONNECTION WITH ANY OTHER SUBJECT MATTER OF THIS AGREEMENT OR XXXX UNDER ANY OTHER THEORY OF LAW, WHETHER IN CONTRACT, TORT NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, FOR OTHER LEGAL OR EQUITABLE THEORY FOR: (I) ANY SPECIAL, INDIRECTINCIDENTAL, CONTINGENTCONSEQUENTIAL, INCIDENTAL EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL OTHER INDIRECT DAMAGES AND TO THE EXTENT OF ANY CHARACTER, INCLUDING, BUT NOT CONSTITUTING INDIRECTLIMITED TO, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ANY LOSS OF ANTICIPATED REVENUE OR PROFITS, REDUCED PRODUCTION, LOST BUSINESS LOSS OF GOODWILL, USEOR LOSS OF DATA, MARKET REPUTATIONEVEN IF COMPANY (OR ANY OF ITS EMPLOYEES, BUSINESS RECEIPTS AGENTS OR COMMERCIAL OPPORTUNITIES. REPRESENTATIVES) HAS BEEN ADVISED OF THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING POSSIBILITY OF SUCH DAMAGES; AND/OR (II) ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISION. TO AMOUNTS IN EXCESS OF, IN THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATEDAGGREGATE, FOR ALL CLAIMS IN CONNECTION HEREWITH RELATING HERETO, THE PARTIES ACKNOWLEDGE THAT LICENSE FEES PAID BY YOU HEREUNDER FOR THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION SOFTWARE. ALL OF THE HARM OR LOSSFOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. YOU MAY NOT INSTITUTE ANY ACTION IN ANY FORM ARISING OUT OF THIS AGREEMENT MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION HAS ARISEN.

Limitations of Liability. NOTWITHSTANDING EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN ARTICLE VI ABOVE, HEALTHAXIS GRANTS NO WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO ANY OTHER PROVISION LICENSED SOFTWARE OR SERVICES, INCLUDING ANY IMPLIED WARRANTIES OF THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE UNDER MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE STATED EXPRESS WARRANTIES ARE IN LIEU OF ALL LIABILITIES OR OBLIGATIONS OF HEALTHAXIS FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT THE DELIVERY, USE, OR UNDER ANY OTHER THEORY PERFORMANCE OF LAW, WHETHER THE LICENSED SOFTWARE. IN CONTRACT, TORT OR OTHERWISE, NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES AND TO THE EXTENT NOT CONSTITUTING INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ANY LOSS OF ANTICIPATED PROFITS, REDUCED PRODUCTIONLOSS OF USE OR DATA, GOODWILLOR INTERRUPTION OF BUSINESS SUFFERED OR INCURRED BY THE OTHER OR ANY OTHER PARTY, USEWHETHER SUCH DAMAGES ARE LABELED IN TORT, MARKET REPUTATIONCONTRACT, BUSINESS RECEIPTS OR COMMERCIAL OPPORTUNITIESINDEMNITY. THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISION. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, IN NO EVENT OR CIRCUMSTANCE WHATSOEVER SHALL EITHER PARTY BE LIABLE OR OBLIGATED TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATEDOTHER IN CONTRACT, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, TORT OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION FOR ANY AMOUNT IN EXCESS OF THE HARM AMOUNT OF THE ACTUAL PAYMENTS MADE BY UICI TO HEALTHAXIS DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PROCEEDING THE EVENT OR LOSSOCCURENCE GIVING RISE TO SUCH LIABILITY, EACH PARTY'S MAXIMUM LIABILITY HEREUNDER BEING HEREBY LIMITED TO SUCH AMOUNT.

Limitations of Liability. NOTWITHSTANDING ANY OTHER PROVISION TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF HID AND ITS SUPPLIERS FOR ALL DIRECT DAMAGES RELATING TO OR ARISING FROM THIS AGREEMENT, IN THE AGGREGATE, WHETHER ARISING FROM HID’S BREACH OF THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE UNDER BREACH OF WARRANTY, NEGLIGENCE (WHETHER ACTIVE, AFFIRMATIVE OR GROSS), STRICT LIABILITY, OR OTHER TORT, OR ANY SERVICE PROVIDED IN CONNECTION WITH THIS AGREEMENT OR UNDER ANY OTHER THEORY OF LAW, WHETHER IN CONTRACT, TORT THE PRODUCTS OR OTHERWISE, SHALL IN NO EVENT EXCEED THE AMOUNT HID RECEIVED FROM CUSTOMER FOR THE PARTICULAR PRODUCT OR SERVICE GIVING RISE TO THE LIABILITY. HID WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY DAMAGE OR LOSS RESULTING FROM THE OPERATION OR PERFORMANCE OF ANY THIRD PARTY PRODUCT OR SERVICE OR ANY SYSTEMS IN WHICH A PRODUCT IS INCORPORATED. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL HID BE LIABLE FOR ANY SPECIAL, INDIRECTINCIDENTAL, CONTINGENT, INCIDENTAL INDIRECT OR CONSEQUENTIAL DAMAGES AND ARISING OUT OF OR RELATING TO THE EXTENT THIS AGREEMENT, INCLUDING BUT NOT CONSTITUTING INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ANY LIMITED TO LOSS OF ANTICIPATED BUSINESS, REVENUE, PROFITS, REDUCED PRODUCTION, GOODWILL, USE, MARKET REPUTATIONDATA OR OTHER ECONOMIC ADVANTAGE AND ANY NON-ECONOMIC LOSSES, BUSINESS RECEIPTS OR COMMERCIAL OPPORTUNITIES. THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISION. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION REGARDLESS OF THE HARM OR LOSSLEGAL THEORY ON WHICH ANY SUCH DAMAGES MAY BE BASED AND EVEN IF HID HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY SPECIFIED HEREIN.

Limitations of Liability. NOTWITHSTANDING UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF SUCH DAMAGES ARE FORESEEABLE OR THAT PARTY HAS BEEN ADVISED OR HAS CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM SUCH PARTY'S PERFORMANCE OR NON-PERFORMANCE PURSUANT TO ANY OTHER PROVISION OF THIS AGREEMENTAGREEMENT OR THE OPERATION OF SUCH PARTY'S SITE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES), NEITHER SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. IN NO EVENT SHALL EITHER PARTY SHALL BE LIABLE FOR DAMAGES IN EXCESS OF THE AMOUNT RECEIVED BY SUCH PARTY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR UNDER ANY OTHER THEORY OF LAW, WHETHER IN CONTRACT, TORT OR OTHERWISE, FOR ANY SPECIAL, INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES AND AGREEMENT. NOTWITHSTANDING ANYTHING HEREIN TO THE EXTENT CONTRARY, HOWEVER, THIS SECTION SHALL NOT CONSTITUTING INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ANY LOSS OF ANTICIPATED PROFITS, REDUCED PRODUCTION, GOODWILL, USE, MARKET REPUTATION, BUSINESS RECEIPTS OR COMMERCIAL OPPORTUNITIES. THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISION. LIMIT EITHER PARTY'S LIABILITY TO THE EXTENT ANY OTHER FOR (A) WILLFUL AND MALICIOUS MISCONDUCT; (B) DIRECT DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT REAL OR IMPOSSIBLE TO DETERMINE, TANGIBLE PERSONAL PROPERTY; (C) BODILY INJURY OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM DEATH CAUSED BY NEGLIGENCE; OR LOSS(D) INDEMNIFICATION OBLIGATIONS HEREUNDER.

Limitations of Liability. NOTWITHSTANDING IN NO EVENT SHALL LLIU 13, ITS AFFILIATES, PROVIDERS, SUPPLIERS OR RESELLERS BE LIABLE TO LICENSEE, ITS END USERS, AFFILIATES OR CUSTOMERS FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS OR REVENUE, LOST BUSINESS OPPORTUNITIES, LOST OR INACCESSIBLE DATA OR INFORMATION, UNAUTHORIZED ACCESS TO DATA OR INFORMATION OR OTHER PROVISION PECUNIARY LOSS, ARISING OUT OF OR RELATED TO THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE UNDER THE SUBJECT MATTER HEREOF OR IN CONNECTION WITH THIS AGREEMENT THE AUTHORIZED OR UNDER ANY OTHER THEORY UNAUTHORIZED USE OF LAWOR INABILITY TO USE THE PRODUCTS, WHETHER SUCH LIABILITY IS ASSERTED IN CONTRACT, CONTRACT OR TORT (INCLUDING NEGLIGENCE AND STRICT PRODUCT LIABILITY) OR OTHERWISE, FOR AND IRRESPECTIVE OF WHETHER LLIU 13, ITS AFFILIATES, PROVIDERS, SUPPLIERS OR RESELLERS HAVE BEEN ADVISED OF THE POSSIBILITY OF ANY SPECIAL, INDIRECT, CONTINGENT, SUCH LOSS OR DAMAGE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES AND SO THIS LIMITATION MAY NOT APPLY FULLY TO LICENSEE, BUT SUCH LIMITATION SHALL APPLY TO THE MAXIMUM EXTENT NOT CONSTITUTING INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ANY LOSS OF ANTICIPATED PROFITS, REDUCED PRODUCTION, GOODWILL, USE, MARKET REPUTATION, BUSINESS RECEIPTS OR COMMERCIAL OPPORTUNITIESPERMITTED BY APPLICABLE LAW. THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISION. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE LICENSEE ACKNOWLEDGES THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION PRICING OF THE HARM OR LOSSPRODUCTS AND OTHER TERMS AND CONDITIONS OF THIS AGREEMENT REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT LLIU 13 WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY.

Limitations of Liability. NOTWITHSTANDING ANY OTHER PROVISION TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF HID AND ITS SUPPLIERS FOR ALL DIRECT DAMAGES RELATING TO OR ARISING FROM THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, CONTRACT DAMAGES AND DAMAGES FOR INJURIES TO PERSONS OR PROPERTY, WHETHER ARISING FROM HID’S BREACH OF THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE UNDER BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT WITH RESPECT TO THE PRODUCTS, OR ANY SERVICE PROVIDED IN CONNECTION WITH THIS AGREEMENT THE PRODUCTS OR UNDER OTHERWISE, SHALL IN NO EVENT EXCEED THE AMOUNT HID RECEIVED FROM CUSTOMER FOR THE PARTICULAR PRODUCT OR SERVICE GIVING RISE TO THE LIABILITY. HID WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY OTHER THEORY DAMAGE OR LOSS RESULTING FROM THE OPERATION OR PERFORMANCE OF LAW, ANY THIRD PARTY PRODUCT OR ANY SYSTEMS IN WHICH AN HID PRODUCT IS INCORPORATED. TO THE EXTENT PERMITTED BY APPLICABLE LAW HID SHALL NOT BE LIABLE WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, FOR OTHERWISE FOR: • LOSS OF BUSINESS; • LOSS OF REVENUE; • LOSS OF PROFITS; • LOSS OF GOODWILL; • LOSS OF USE OF DATA • LOSS OF ANY OTHER ECONOMIC ADVANTAGE ; OR • ANY SPECIAL, INDIRECTINCIDENTAL, CONTINGENT, INCIDENTAL INDIRECT OR CONSEQUENTIAL DAMAGES AND ARISING OUT OF OR RELATING TO THE EXTENT NOT CONSTITUTING INDIRECTTHIS AGREEMENT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ANY LOSS OF ANTICIPATED PROFITS, REDUCED PRODUCTION, GOODWILL, USE, MARKET REPUTATION, BUSINESS RECEIPTS OR COMMERCIAL OPPORTUNITIES. THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISION. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION REGARDLESS OF THE HARM LEGAL THEORY ON WHICH ANY SUCH DAMAGES MAY BE BASED AND EVEN IF A PARTY HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. These limitations shall apply notwithstanding the failure of the essential purpose of any limited remedy specified herein. NOTHING IN THIS AGREEMENT EXCLUDES OR LOSS.LIMITS THE LIABILITY OF EITHER PARTY: • FOR DEATH OR PERSONAL INJURY CAUSED BY THAT PARTIES NEGLIGENCE; • FOR A PARTY’S INDEMNITY OBLIGATIONS HEREUNDER; • FOR ANY MATTER FOR WHICH IT WOULD BE ILLEGAL FOR THAT PARTY TO EXCLUDE OR LIMIT ITS LIABILITY AT APPLICABLE LAW; OR • FOR FRAUD OR FRAUDULENT MISREPRESENTATION

Limitations of Liability. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE: (A) IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY DAMAGES FOR LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE OR DATA, OR INTERRUPTION OF BUSINESS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND OR OTHER PROVISION OF ECONOMIC LOSS ARISING FROM OR RELATING TO THIS AGREEMENT, NEITHER EVEN IF SUCH PARTY SHALL BE LIABLE UNDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, HOWEVER CAUSED, AND (B) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, EACH PARTY’S ENTIRE LIABILITY ARISING FROM OR IN CONNECTION WITH RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER THEREOF, UNDER ANY OTHER LEGAL THEORY OF LAW, (WHETHER IN CONTRACT, TORT TORT, INDEMNITY OR OTHERWISE) WILL BE LIMITED IN EACH INSTANCE TO THE AMOUNT OF ACTUAL DAMAGES INCURRED BY THAT PARTY, PROVIDED, HOWEVER, THAT IN NO EVENT SHALL THE AGGREGATE LIABILITY EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO QOMPLX UNDER THIS AGREEMENT WITH RESPECT TO THE TWELVE (12) MONTH PERIOD PRIOR TO THE DATE THE FIRST CLAIM GIVING RISE TO SUCH LIABILITY AROSE (OR, IF SUCH FIRST CLAIM AROSE DURING THE INITIAL TWELVE (12) MONTHS OF THE TERM, THE FEES PAID OR PAYABLE BY CUSTOMER WITH RESPECT TO THE INITIAL TWELVE (12) MONTHS OF THE TERM). IN NO EVENT SHALL QOMPLX BE LIABLE FOR ANY SPECIALDIRECT OR INDIRECT DAMAGES ARISING OUT OF OR RESULTING FROM ANY CUSTOMER’S CONTENT, INDIRECTRECOMMENDATIONS, CONTINGENTAUTONOMOUS ACTIONS, INCIDENTAL OR CONSEQUENTIAL DAMAGES AND TO THE EXTENT NOT CONSTITUTING INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ANY LOSS OF ANTICIPATED PROFITS, REDUCED PRODUCTION, GOODWILL, USE, MARKET REPUTATION, BUSINESS RECEIPTS OR COMMERCIAL OPPORTUNITIES. THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISION. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINETHIRD-PARTY CONTENT, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE THIRD- PARTY SERVICES OR FOR CLAIMS MADE A REASONABLE APPROXIMATION SUBJECT OF THE HARM OR LOSSA LEGAL PROCEEDING AGAINST QOMPLX MORE THAN TWO YEARS AFTER ANY SUCH CAUSE OF ACTION FIRST AROSE.

Limitations of Liability. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENTEXCEPT FOR LIABILITY ARISING FROM A PARTY’S INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 9, NEITHER IN NO EVENT WILL EITHER PARTY SHALL BE LIABLE UNDER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND, HOWEVER CAUSED AND WHETHER IN CONNECTION WITH THIS AGREEMENT CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LAWLIABILITY, INCLUDING LOSS OF BUSINESS, GOODWILL, PROFITS, DATA, SALES OR REVENUE, WORK STOPPAGE OR COMPUTER FAILURE OR MALFUNCTION, IN EACH CASE WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, IN NO EVENT WILL TRELATECH BE LIABLE TO CUSTOMER FOR ANY DAMAGES, COSTS, CLAIMS OR OTHER LIABILITIES (INCLUDING INDEMNIFICATION OBLIGATIONS) RELATED TO OR ARISING OUT OF THIS AGREEMENT, WHETHER IN CONTRACT, TORT NEGLIGENCE OR OTHERWISETORT, IN EXCESS OF THE LESSER OF (I) THE TOTAL FEES PAID BY THE CUSTOMER FOR ANY SPECIAL, INDIRECT, CONTINGENT, INCIDENTAL THE RIGHT TO ACCESS AND USE THE PLATFORM SERVICE UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT OR CONSEQUENTIAL DAMAGES AND ACT GIVING RISE TO THE EXTENT NOT CONSTITUTING INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ANY LOSS CAUSE OF ANTICIPATED PROFITS, REDUCED PRODUCTION, GOODWILL, USE, MARKET REPUTATION, BUSINESS RECEIPTS OR COMMERCIAL OPPORTUNITIES. THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISION. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSS.ACTION AND

Limitations of Liability. ‌ YOU AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE LIABILITY OF ALL INDEMNIFIED PARTIES TO YOU HEREUNDER OR OTHERWISE IN RESPECT OF THE PRODUCTS EXCEED THE AMOUNT YOU HAVE PAID FOR THE PRODUCTS OR SERVICES OR THE RIGHTS TO USE THE SOFTWARE IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE TIME THE CAUSE OF ACTION AROSE, SUBJECT TO ANY LESSER LIMITATION OF LIABILITY IN ANY TERMS INCORPORATED HEREIN BY REFERENCE (INCLUDING, WITHOUT LIMITATION, ANY THIRD PARTY TERMS) IF APPLICABLE. NOTWITHSTANDING ANY OTHER PROVISION OF IN THIS AGREEMENT, NEITHER TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY SHALL BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR UNDER ANY OTHER THEORY OF LAW, WHETHER IN CONTRACT, TORT OR OTHERWISE, FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES AND TO THE EXTENT NOT CONSTITUTING INDIRECT, CONTINGENT, INCIDENTAL LOSSES OR CONSEQUENTIAL DAMAGES, ANY INCLUDING LOSS OF ANTICIPATED REVENUE OR PROFITS, REDUCED PRODUCTION, GOODWILL, USE, MARKET REPUTATIONLOSS OF DATA, BUSINESS RECEIPTS INFORMATION OR LOSS OF USE THEREOF, FAILURE TO REALIZE EXPECTED PROFITS OR SAVINGS, COST OF CAPITAL, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF GOODWILL OR ANY OTHER NON-DIRECT, PECUNIARY, COMMERCIAL OPPORTUNITIESOR ECONOMIC LOSS OR DAMAGE OF ANY KIND WHETHER FORESEEN OR UNFORESEEN ARISING FROM OR INCIDENTAL TO THIS AGREEMENT. THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISION. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATEDFOR GREATER CERTAINTY, THE PARTIES ACKNOWLEDGE THAT FOREGOING LIMITATIONS AND EXCLUSIONS OF LIABILITY SHALL NOT APPLY TO (A) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER; OR (B) INFRINGEMENT OR MISAPPROPRIATION OF THE DAMAGES ARE DIFFICULT OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS. 18 Applicability‌ THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS AGREEMENT WILL APPLY IRRESPECTIVE OF THE NATURE OR IMPOSSIBLE TO DETERMINEFORM OF THE CLAIM, CAUSE OF ACTION, DEMAND, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT ACTION, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY AND SHALL APPLY NOTWITHSTANDING THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION FAILURE OF THE HARM ESSENTIAL PURPOSE OF THIS AGREEMENT OR LOSSOF ANY REMEDY CONTAINED HEREIN.

Limitations of Liability. NOTWITHSTANDING ANY OTHER PROVISION TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF HID AND ITS SUPPLIERS FOR ALL DIRECT DAMAGES RELATING TO OR ARISING FROM THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, CONTRACT DAMAGES AND DAMAGES FOR INJURIES TO PERSONS OR PROPERTY, WHETHER ARISING FROM HID’S BREACH OF THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE UNDER BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT WITH RESPECT TO THE PRODUCTS, OR ANY SERVICE PROVIDED IN CONNECTION WITH THIS AGREEMENT THE PRODUCTS OR UNDER OTHERWISE, SHALL IN NO EVENT EXCEED THE AMOUNT HID RECEIVED FROM CUSTOMER FOR THE PARTICULAR PRODUCT OR SERVICE GIVING RISE TO THE LIABILITY. HID WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY OTHER THEORY DAMAGE OR LOSS RESULTING FROM THE OPERATION OR PERFORMANCE OF LAW, ANY THIRD PARTY PRODUCT OR ANY SYSTEMS IN WHICH AN HID PRODUCT IS INCORPORATED. TO THE EXTENT PERMITTED BY APPLICABLE LAW HID SHALL NOT BE LIABLE WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, FOR OTHERWISE FOR: • LOSS OF BUSINESS; • LOSS OF REVENUE; • LOSS OF PROFITS; • LOSS OF GOODWILL; • LOSS OF USE OF DATA • LOSS OF ANY OTHER ECONOMIC ADVANTAGE ; OR • ANY SPECIAL, INDIRECTINCIDENTAL, CONTINGENT, INCIDENTAL INDIRECT OR CONSEQUENTIAL DAMAGES AND ARISING OUT OF OR RELATING TO THE EXTENT NOT CONSTITUTING INDIRECTTHIS AGREEMENT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ANY LOSS OF ANTICIPATED PROFITS, REDUCED PRODUCTION, GOODWILL, USE, MARKET REPUTATION, BUSINESS RECEIPTS OR COMMERCIAL OPPORTUNITIES. THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISION. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION REGARDLESS OF THE HARM LEGAL THEORY ON WHICH ANY SUCH DAMAGES MAY BE BASED AND EVEN IF A PARTY HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. These limitations shall apply notwithstanding the failure of the essential purpose of any limited remedy specified herein. NOTHING IN THIS AGREEMENT EXCLUDES OR LOSS.LIMITS THE LIABILITY OF EITHER PARTY: • FOR DEATH OR PERSONAL INJURY CAUSED BY THAT PARTIES NEGLIGENCE; • FOR ANY MATTER FOR WHICH IT WOULD BE ILLEGAL FOR THAT PARTY TO EXCLUDE OR LIMIT ITS LIABILITY AT APPLICABLE LAW; OR • FOR FRAUD OR FRAUDULENT MISREPRESENTATION

Limitations of Liability. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENTTO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, NEITHER PARTY IN NO EVENT SHALL WE BE LIABLE UNDER TO YOU OR IN CONNECTION WITH THIS AGREEMENT ANY THIRD PARTY FOR ANY LOSS OR UNDER DAMAGE FOR LOST PROFITS OR REVENUES OR LOST DATA OR SIMILAR ECONOMIC LOSS, REGARDLESS OF HOW SUCH LOSSES OR DAMAGES ARE CHARACTERIZED, OR FOR ANY OTHER THEORY OF LAWCONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES, WHETHER IN CONTRACT, TORT OR OTHERWISE, FOR ANY SPECIALARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES AND TO THE EXTENT NOT CONSTITUTING INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ANY LOSS EVEN IF WE HAVE BEEN ADVISED OF ANTICIPATED PROFITS, REDUCED PRODUCTION, GOODWILL, USE, MARKET REPUTATION, BUSINESS RECEIPTS OR COMMERCIAL OPPORTUNITIES. THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISIONSUCH CLAIM. TO THE MAXIMUM EXTENT ANY PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL OUR TOTAL, AGGREGATE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT (INCLUDING FOR NEGLIGENCE, STRICT LIABILITY, BREACH OF CONTRACT, WARRANTY, AND OTHER CONTRACT OR TORT CLAIMS) EXCEED THE AMOUNT OF DIRECT DAMAGES REQUIRED ACTUALLY INCURRED BY YOU UP TO BE THE AMOUNT OF FEES PAID BY YOU TO US HEREUNDER ARE LIQUIDATEDDURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CAUSE OF ACTION OR CLAIM. This Section shall not limit damages caused by our fraud, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINEmisrepresentation or gross negligence, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSSor to amounts payable by us to a third party pursuant to our indemnification obligation in Section 9.1.

Limitations of Liability. NOTWITHSTANDING ANY OTHER PROVISION THE CUSTOMER AGREES THAT THE LIABILITY OF CMS TO THE CUSTOMER BASED ON THIS AGREEMENT AND/OR USE OF THE CPExpert SOFTWARE, EXCLUDING LIABILITY FOR COPYRIGHT, PATENT, OR TRADE SECRET VIOLATIONS UNDER SECTION 2(E) OF THIS AGREEMENT, WILL NOT EXCEED THE CUSTOMER'S CURRENT-YEAR LICENSE FEES PAID FOR CPEXPERT SOFTWARE DELIVERED UNDER THIS AGREEMENT. NEITHER THE CUSTOMER NOR CMS WILL BE LIABLE TO EACH OTHER REGARDLESS OF THE FORM OF ACTION FOR ANY LOST PROFITS OR OTHER CONSEQUENTIAL DAMAGES, EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES FURTHER AGREE THAT NEITHER SHALL BE LIABLE TO THE OTHER FOR ANY CLAIM OR DEMAND REGARDLESS OF THE FORM OF ACTION AGAINST THE OTHER PARTY BY ANYONE ELSE, EXCEPT FOR A CLAIM OF COPYRIGHT, PATENT, OR TRADE SECRET VIOLATIONS UNDER SECTION 2(E) OF THIS AGREEMENT. IN NO EVENT SHALL CMS BE LIABLE FOR SPECIAL OR CONSEQUENTIAL DAMAGES ARISING FROM OR IN CONNECTION WITH THE PERFORMANCE BY CMS HEREUNDER. NO OBLIGATION OR LIABILITY, EXCEPT IN THE EVENT OF NEGLIGENCE OR INTENTIONAL WRONGDOING BY CMS, SHALL ARISE FROM ANY RENDERING OF TECHNICAL OR OTHER ADVICE OR SERVICE BY CMS OR CPExpert SOFTWARE IN CONNECTION WITH THIS AGREEMENT OR UNDER ANY OTHER THEORY OF LAW, WHETHER IN CONTRACT, TORT OR OTHERWISE, FOR ANY SPECIAL, INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES AND TO THE EXTENT NOT CONSTITUTING INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ANY LOSS OF ANTICIPATED PROFITS, REDUCED PRODUCTION, GOODWILL, USE, MARKET REPUTATION, BUSINESS RECEIPTS OR COMMERCIAL OPPORTUNITIES. THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISION. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSSAGREEMENT.

Limitations of Liability. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENTNEITHER PARTY, NEITHER PARTY ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR CONTRACTORS, SHALL BE LIABLE UNDER TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OR LIABILITY (INCLUDING REASONABLE ATTORNEYS’ FEES) THAT RESULT FROM OR ARE RELATED TO THE AGREEMENT OR ANY OF THE SCIQUEST APPLICATIONS, WHETHER IN CONNECTION WITH THIS AGREEMENT CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LAWLIABILITY, EVEN IF THE OTHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR LIABILITY. IN ANY EVENT, EXCEPT FOR AMOUNTS OWED TO SCIQUEST BY CLIENT AS SET FORTH IN AN ORDER FORM, THE AGREEMENT OR ANOTHER DOCUMENT, THE AGGREGATE LIABILITY OF EITHER PARTY RELATED TO OR ARISING OUT OF THE AGREEMENT OR ANY OF THE SCIQUEST APPLICATIONS, WHETHER IN CONTRACT, TORT OR OTHERWISEUNDER ANY OTHER THEORY OF LIABILITY, FOR ANY SPECIAL, INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES AND SHALL NOT EXCEED THE AMOUNTS RECEIVED BY SCIQUEST FROM CLIENT IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE EXTENT NOT CONSTITUTING INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL SUCH DAMAGES, ANY LOSS OF ANTICIPATED PROFITS, REDUCED PRODUCTION, GOODWILL, USE, MARKET REPUTATION, BUSINESS RECEIPTS OR COMMERCIAL OPPORTUNITIES. THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING LIMITATIONS OF LIABILITY UNDER THIS SECTION SHALL NOT APPLY TO ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISION. TO OBLIGATIONS AND LIABILITIES ARISING FROM VIOLATIONS BY EITHER PARTY HEREUNDER OF SECTIONS 3 OR 8 OF THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINEAGREEMENT, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION ANY INDEMNIFICATION PROVIDED BY SCIQUEST UNDER SECTION 7 OF THE HARM OR LOSSAGREEMENT.

Limitations of Liability. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NEITHER PARTY UNDER NO CIRCUMSTANCES SHALL X1D BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR UNDER ANY OTHER THEORY TO YOU FOR YOUR USE OF LAWTHE SOFTWARE. SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES WHETHER IN SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, FOR (EVEN IF X1D HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE SOFTWARE, FROM INABILITY TO USE THE SOFTWARE, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SOFTWARE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). SUCH LIMITATION SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY SPECIAL, INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES LIMITED REMEDY AND TO THE FULLEST EXTENT NOT CONSTITUTING INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ANY LOSS OF ANTICIPATED PROFITS, REDUCED PRODUCTION, GOODWILL, USE, MARKET REPUTATION, BUSINESS RECEIPTS OR COMMERCIAL OPPORTUNITIESPERMITTED BY LAW. THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISION. NOTWITHSTANDING ANYTHING TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATEDCONTRARY XXXXXX, X0X’s LIABILITY SHALL IN NO EVENT EXCEED THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION GREATER OF 10% OF THE HARM AMOUNT PAID BY YOU FOR THE SPECIFIC PRODUCT TO WHICH THE LIABILITY IS RELATED OR LOSSUS$100.00.

Limitations of Liability. NOTWITHSTANDING (a) UNDER NO CIRCUMSTANCES (I) WILL HORIZON OR ANY OTHER PROVISION OF THIS AGREEMENTITS PARENTS, NEITHER PARTY SHALL AFFILIATES OR VENDORS (OR ANY OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS OF THE PARTIES, OR ITS PARENTS, AFFILIATES OR VENDORS) BE LIABLE UNDER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR IN CONNECTION WITH THIS AGREEMENT EXEMPLARY DAMAGE OR UNDER LOSS SUFFERED OR INCURRED BY CUSTOMER, REGARDLESS OF THE FORM OF ACTION, OR ANY OTHER THEORY LOSS OF LAWREVENUE, PROFITS OR BUSINESS, ANTICIPATED SAVINGS, LOSS OF GOODWILL OR REPUTATION, COSTS OF DELAY, LOST OR DAMAGED DATA, OR THE INCURRING OF LIABILITY FOR LOSS OR DAMAGE OF ANY NATURE WHATSOEVER, ALL WHETHER IN CONTRACT, STRICT LIABILITY OR TORT OR OTHERWISE(INCLUDING NEGLIGENCE), FOR ANY SPECIAL, INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES AND TO THE EXTENT NOT CONSTITUTING INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ANY LOSS REGARDLESS OF ANTICIPATED PROFITS, REDUCED PRODUCTION, GOODWILL, USE, MARKET REPUTATION, BUSINESS RECEIPTS OR COMMERCIAL OPPORTUNITIES. THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISION. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION WHETHER IT HAS BEEN ADVISED OF THE HARM POSSIBILITY OF SUCH DAMAGES; OR LOSS(II) WILL HORIZON'S TOTAL AGGREGATE LIABILITY TO CUSTOMER UNDER THIS AGREEMENT EXCEED THE GREATER OF THE AGGREGATE COMPENSATION HORIZON RECEIVED FOR PROVIDING THE TRANSACTION SERVICES TO CUSTOMER DURING THE SIX (6) MONTHS PRECEDING THE DATE ON WHICH THE CLAIM AROSE. NOTHING IN THIS AGREEMENT SHALL BE DEEMED TO EXCLUDE OR LIMIT LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED AS A MATTER OF LAW.

Limitations of Liability. NOTWITHSTANDING TO THE FULLEST EXTENT ALLOWED BY LAW, INTUIT SHALL NOT BE LIABLE UNDER ANY OTHER PROVISION CIRCUMSTANCE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, NEITHER PARTY THE PROGRAM OR THE SERVICES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, LOSS OF USE, LOST DATA OR ANY DAMAGES OR SUMS PAID BY PROADVISOR TO THIRD PARTIES, EVEN IF INTUIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL BE LIABLE UNDER APPLY WHETHER SUCH CLAIM IS BASED UPON BREACH OF CONTRACT, WARRANTY OR IN CONNECTION WITH ANY STATUTORY DUTY, NEGLIGENCE OR OTHER TORT, PRINCIPLES OF INDEMNITY OR CONTRIBUTION, THE FAILURE OF ANY LIMITED OR EXCLUSIVE REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE. SINCE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CONSEQUENTIAL DAMAGES, THIS AGREEMENT OR UNDER ANY OTHER THEORY OF LAWLIMITATION MAY NOT APPLY TO PROADVISOR. INTUIT’S TOTAL LIABILITY FOR ALL DAMAGES, ALLEGED DAMAGES, AND LOSSES HEREUNDER, (WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, FOR ANY SPECIAL, INDIRECT, CONTINGENT, INCIDENTAL ) SHALL NOT EXCEED THE LESSER OF AMOUNTS RECEIVED BY INTUIT UNDER THIS AGREEMENT OR CONSEQUENTIAL DAMAGES AND TO THE EXTENT NOT CONSTITUTING INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ANY LOSS OF ANTICIPATED PROFITS, REDUCED PRODUCTION, GOODWILL, USE, MARKET REPUTATION, BUSINESS RECEIPTS OR COMMERCIAL OPPORTUNITIES. THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISION. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSSFIVE THOUSAND ($5,000) SGD DOLLARS.

Limitations of Liability. NOTWITHSTANDING ANY OTHER PROVISION EXCEPT WITH RESPECT TO BESTIT’S INDEMNIFICATION OBLIGATIONS OR A BREACH OF THIS AGREEMENTEITHER PARTY'S CONFIDENTIALITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR UNDER ANY OTHER THEORY OF LAW, BESTIT’S AGGREGATE LIABILITY (WHETHER IN CONTRACT, TORT OR OTHERWISE) FOR ALL CLAIMS OF LIABILITY ARISING OUT OF, OR IN CONNECTION WITH ANY WORK PROVIDED PURSUANT TO THIS MSA SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER FOR THE SPECIFIC WORK GIVING RISE TO SUCH CLAIM DURING THE PRIOR TWELVE (12) MONTH PERIOD. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OF PROFITS, ANY INCIDENTAL, SPECIAL, INDIRECTEXEMPLARY, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES AND TO THE EXTENT NOT CONSTITUTING INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ANY WHETHER FORESEEABLE OR UNFORESEEABLE, BASED ON CLAIMS (INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR LOSS OF ANTICIPATED PROFITS, REDUCED PRODUCTIONDATA, GOODWILL, USEUSE OF MONEY OR USE OF THE SOFTWARE, MARKET REPUTATIONINTERRUPTION IN USE OR AVAILABILITY OF DATA, BUSINESS RECEIPTS STOPPAGE OF OTHER WORK OR COMMERCIAL OPPORTUNITIESIMPAIRMENT OF OTHER ASSETS), ARISING OUT OF BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIMS OR DEMANDS. EACH PARTY ACKNOWLEDGES THAT THESE LIMITATIONS APPLY EVEN IF A PARTY HAS BEEN ADVISED OF THE PARTIES WAIVE POSSIBILITY OF SUCH DAMAGES OR THE REMEDIES FAIL OF THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISION. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATEDESSENTIAL PURPOSE AND THAT, WITHOUT THESE LIMITATIONS, THE PARTIES ACKNOWLEDGE THAT FEE FOR THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED WORK PROVIDED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSSWOULD BE HIGHER.

Limitations of Liability. NOTWITHSTANDING TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL THE COMPANY ENTITIES BE LIABLE (A) FOR DAMAGES OF ANY KIND, INCLUDING DIRECT, INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER PROVISION DAMAGES OR LOSSES, ARISING OUT OF THIS AGREEMENTOR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES), NEITHER PARTY SHALL BE LIABLE HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE SERVICES OR THESE TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF THE COMPANY ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (B) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT THESE TERMS OR UNDER ANY OTHER THEORY THE DELIVERY, USE OR PERFORMANCE OF LAW, WHETHER IN CONTRACT, TORT THE SERVICES. SOME JURISDICTIONS (SUCH AS THE STATE OF NEW JERSEY) DO NOT ALLOW THE EXCLUSION OR OTHERWISE, FOR ANY SPECIAL, INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES AND TO THE EXTENT NOT CONSTITUTING INDIRECT, CONTINGENT, LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, ANY LOSS OF ANTICIPATED PROFITS, REDUCED PRODUCTION, GOODWILL, USE, MARKET REPUTATION, BUSINESS RECEIPTS SO THE ABOVE EXCLUSION OR COMMERCIAL OPPORTUNITIESLIMITATION MAY NOT APPLY TO YOU. THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING COMPANY ENTITIES’ TOTAL LIABILITY TO YOU FOR ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISION. DAMAGES FINALLY AWARDED SHALL NOT EXCEED THE AMOUNT OF ONE HUNDRED DOLLARS ($100.00), OR THE AMOUNT YOU PAID THE COMPANY ENTITIES, IF ANY, IN THE PAST SIX (6) MONTHS FOR THE SERVICES (OR COMPANY NFTS PURCHASED ON THE SERVICES) GIVING RISE TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, CLAIM. THE PARTIES ACKNOWLEDGE THAT FOREGOING LIMITATIONS WILL APPLY EVEN IF THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE ABOVE STATED REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION FAILS OF THE HARM OR LOSSITS ESSENTIAL PURPOSE.

Limitations of Liability. NOTWITHSTANDING ANY OTHER PROVISION TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, (IN PARTICULAR, THE CONTROL OF EXEMPTION CLAUSES ORDINANCE (CAP 71, LAWS OF HONG KONG)), THE TOTAL LIABILITY OF HID AND ITS SUPPLIERS FOR ALL DIRECT DAMAGES RELATING TO OR ARISING FROM THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, CONTRACT DAMAGES AND DAMAGES FOR INJURIES TO PERSONS OR PROPERTY, WHETHER ARISING FROM HID’S BREACH OF THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE UNDER BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT WITH RESPECT TO THE PRODUCTS, OR ANY SERVICE PROVIDED IN CONNECTION WITH THIS AGREEMENT OR UNDER ANY OTHER THEORY OF LAW, WHETHER IN CONTRACT, TORT THE PRODUCTS OR OTHERWISE, SHALL IN NO EVENT EXCEED THE AMOUNT HID RECEIVED FROM CUSTOMER FOR THE PARTICULAR PRODUCT OR SERVICE GIVING RISE TO THE LIABILITY. HID WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY DAMAGE OR LOSS RESULTING FROM THE OPERATION OR PERFORMANCE OF ANY THIRD PARTY PRODUCT OR ANY SYSTEMS IN WHICH AN HID PRODUCT IS INCORPORATED. TO THE EXTENT PERMITTED BY APPLICABLE LAW, (IN PARTICULAR, THE CONTROL OF EXEMPTION CLAUSES ORDINANCE (CAP 71, LAWS OF HONG KONG)), IN NO EVENT SHALL HID BE LIABLE FOR ANY SPECIAL, INDIRECTINCIDENTAL, CONTINGENT, INCIDENTAL INDIRECT OR CONSEQUENTIAL DAMAGES AND ARISING OUT OF OR RELATING TO THE EXTENT THIS AGREEMENT, INCLUDING BUT NOT CONSTITUTING INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ANY LIMITED TO LOSS OF ANTICIPATED BUSINESS, REVENUE, PROFITS, REDUCED PRODUCTION, GOODWILL, USE, MARKET REPUTATIONDATA OR OTHER ECONOMIC ADVANTAGE AND ANY NON- ECONOMIC LOSSES, BUSINESS RECEIPTS REGARDLESS OF THE LEGAL THEORY ON WHICH ANY SUCH DAMAGES MAY BE BASED AND EVEN IF A PARTY HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. These limitations shall apply notwithstanding the failure of the essential purpose of any limited remedy specified herein. NOTHING IN THIS AGREEMENT EXCLUDES OR COMMERCIAL OPPORTUNITIESLIMITS THE LIABILITY OF EITHER PARTY. THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING • FOR DEATH OR PERSONAL INJURY CAUSED BY THAT PARTIES' NEGLIGENCE, • FOR ANY WAIVER REQUIRED MATTER FOR WHICH IT WOULD BE ILLEGAL FOR THAT PARTY TO LIMIT OR RESTRICT ITS LIABILITY UNDER ANY STATUTORY PROVISION. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT APPLICABLE LAW; OR IMPOSSIBLE TO DETERMINE, • FOR FRAUD OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSSFRAUDULENT MISREPRESENTATION.

Limitations of Liability. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENTTO THE EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL WILL BE LIABLE UNDER FOR ANY LOST PROFITS, GOODWILL, OR REVENUES OR FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, COVER, BUSINESS INTERRUPTION, OR PUNITIVE DAMAGES IN CONNECTION WITH THIS AGREEMENT OR UNDER ANY OTHER THEORY CLAIM OF LAWANY NATURE, WHETHER IN CONTRACT, TORT TORT, OR OTHERWISE, FOR ANY SPECIAL, INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES AND TO THE EXTENT NOT CONSTITUTING INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ANY LOSS OF ANTICIPATED PROFITS, REDUCED PRODUCTION, GOODWILL, USE, MARKET REPUTATION, BUSINESS RECEIPTS OR COMMERCIAL OPPORTUNITIES. THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISIONTHEORY OF LIABILITY, ARISING UNDER THIS AGREEMENT, EVEN IF A PARTY HAS BEEN GIVEN ADVANCE NOTICE OF SUCH POSSIBLE DAMAGES OR IF A PARTY’S REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. TO THE EXTENT ANY DAMAGES REQUIRED PERMITTED BY LAW, EACH PARTY’S ENTIRE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE FEES PAID BY CUSTOMER TO BE PAID HEREUNDER ARE LIQUIDATEDBRANDFOLDER UNDER THIS AGREEMENT FOR THE SERVICES GIVING RISE TO THE LIABILITY DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH THE LIABILITY AROSE. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. THE FOREGOING EXCLUSIONS AND LIMITS IN THIS SECTION 9 SHALL NOT APPLY TO LIABILITY OR OBLIGATIONS ARISING UNDER SECTIONS 1.2 (RESTRICTIONS) OR 8 (INDEMNIFICATION), INFRINGEMENT OR MISAPPROPRIATION BY A PARTY OF THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINEOTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM CUSTOMER’S OBLIGATION TO PAY FOR SERVICES OR LOSSTAXES UNDER THIS AGREEMENT.

Limitations of Liability. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENTTO THE EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE UNDER FOR ANY LOST PROFITS, GOOD WILL OR REVENUE OR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, COVERAGE, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES IN CONNECTION WITH THIS AGREEMENT OR UNDER RESPECT OF ANY OTHER THEORY CLAIM OF LAWANY NATURE, WHETHER IN CONTRACT, TORT OFFENSE OR OTHERWISE, FOR ANY SPECIAL, INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES AND TO THE EXTENT NOT CONSTITUTING INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ANY LOSS OF ANTICIPATED PROFITS, REDUCED PRODUCTION, GOODWILL, USE, MARKET REPUTATION, BUSINESS RECEIPTS OR COMMERCIAL OPPORTUNITIES. THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISIONTHEORY OF LIABILITY, ARISING OUT OF THIS CONTRACT, EVEN IF A PARTY HAS BEEN GIVEN NOTICE OF SUCH POSSIBLE DAMAGES OR IF THE REMEDY OF A PARTY OTHERWISE FAILS FOR ITS ESSENTIAL PURPOSE. TO THE EXTENT ANY PERMITTED BY LAW, ALL LIABILITY OF EACH PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY THE CUSTOMER TO SMARTSHEET UNDER THIS CONTRACT FOR THE SERVICES THAT GIVE RISE TO LIABILITIES DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH THE LIABILITY AROSE. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT EXTEND THIS LIMIT. THE EXCLUSIONS AND LIMITS OF LIABILITY PRIOR TO THIS SECTION 9 SHALL NOT APPLY TO DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATEDOR LIABILITIES ARISING FROM CLAIMS OR OBLIGATIONS ARISING FROM SECTIONS 1.2 (RESTRICTIONS) OR 8 (INDEMNIFICATION), INFRACTION OR MISAPPROPRIATION BY A PARTY OF THE PARTIES ACKNOWLEDGE THAT INTELLECTUAL PROPERTY RIGHTS OF THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINEOTHER PARTY, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSS.THE

Limitations of Liability. NOTWITHSTANDING TO THE FULLEST EXTENT PERMITED BY LAW, NEITHER PARTY WILL UNDER ANY CIRCUMSTANCES BE LIABLE TO THE OTHER PARTY OR ANY OTHER PROVISION THIRD PARTIES FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR ANY INDIRECT DAMAGES ARISING OUT OF OR RELATED TO THE INRIX PRODUCT, INRIX DATA OR THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE UNDER OR FOR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT ANY MALFUNCTIONS, DATA DELAYS, LOSS OF DATA OR UNDER ANY OTHER THEORY INTERRUPTION OF SERVICE HEREUNDER. EXCEPT FOR EACH PARTY’S INDEMNIFICATION OBLIGATIONS OR BREACH OF CONFIDENTIALITY AND TO THE FULLEST EXTENT PERMITED BY LAW, UNDER NO CIRCUMSTANCES WILL EITHER PARTY’S AGGREGATE LIABILITY FOR ALL CLAIMS, ACTS AND/OR OMISSIONS ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF WHETHER IN ANY CLAIM OR ACTION IS BASED ON CONTRACT, TORT TORT, OR OTHERWISE, FOR ANY SPECIAL, INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES AND EXCEED THE TOTAL AMOUNT PAID BY LICENSEE TO INRIX UNDER THIS AGREEMENT DURING THE 12-MONTH PERIOD PRIOR TO THE EXTENT NOT CONSTITUTING INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ANY LOSS OF ANTICIPATED PROFITS, REDUCED PRODUCTION, GOODWILL, USE, MARKET REPUTATION, BUSINESS RECEIPTS OR COMMERCIAL OPPORTUNITIESDATE ON WHICH THE CLAIM AROSE. THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING FOREGOING LIMITATION WILL NOT APPLY TO ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISION. CLAIMS AIRSING OUT OF OR RELATED TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATEDDEATH OR PERSONAL INJURY, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINEFRAUD, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSSPARTY’S INTENTIONAL MISCONDUCT.

Limitations of Liability. NOTWITHSTANDING AS A MATERIAL CONDITION OF PROVIDING TCVIEW AS SET FORTH HEREIN AND IN REGARD TO ANY OTHER PROVISION AND ALL CAUSES ARISING OUT OF OR RELATING TO THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE UNDER INCLUDING BUT NOT LIMITED TO CLAIMS OF NEGLIGENCE, BREACH OF CONTRACT OR IN CONNECTION WITH THIS AGREEMENT OR UNDER ANY OTHER THEORY WARRANTY, FAILURE OF LAW, WHETHER IN CONTRACT, TORT A REMEDY TO ACCOMPLISH ITS ESSENTIAL PURPOSE OR OTHERWISE, CUSTOMER AGREES (a) THE LIABILITY OF AT&T MIDWEST REGION 5-STATE WILL NOT EXCEED THE GREATER OF $100 OR THE TOTAL AMOUNTS PAID BY CUSTOMER TO AT&T MIDWEST REGION 5-STATE HEREUNDER FOR THE TCVIEW SERVICE; AND (b) AT&T MIDWEST REGION 5-STATE, INCLUDING ITS AFFILIATES, SUBSIDIARIES, PARENT CORPORATION, SUPPLIERS, OR THE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS OF EACH, WILL NOT BE LIABLE TO OR THROUGH CUSTOMER FOR ANY SPECIAL, INDIRECTINCIDENTAL, CONTINGENT, INCIDENTAL INDIRECT OR CONSEQUENTIAL DAMAGES AND TO (EVEN IF AT&T MIDWEST REGION 5-STATE HAD BEEN ADVISED OF THE EXTENT POSSIBILITY OF SUCH DAMAGES), INCLUDING, BUT NOT CONSTITUTING INDIRECTLIMITED TO, CONTINGENTLOST PROFITS OR SAVINGS, INCIDENTAL LOSS OF USE OF SERVICES, COST OF CAPITAL, COST OF SUBSTITUTE SERVICES OR CONSEQUENTIAL FACILITIES, DOWNTIME COSTS, OR DAMAGES, ANY LOSS AND EXPENSES ARISING OUT OF ANTICIPATED PROFITS, REDUCED PRODUCTION, GOODWILL, USE, MARKET REPUTATION, BUSINESS RECEIPTS OR COMMERCIAL OPPORTUNITIES. THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISION. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSSTHIRD PARTY CLAIMS.

Limitations of Liability. NOTWITHSTANDING NEITHER DELPHI NOR ANY OF THE OTHER PROVISION OF THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR UNDER SELLERS UNDERTAKES ANY OTHER THEORY OF LAW, WHETHER IN CONTRACT, TORT OR OTHERWISE, LIABILITY FOR ANY SPECIAL, INDIRECTINCIDENTAL, CONTINGENTCONSEQUENTIAL, INCIDENTAL EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES PUNITIVE DAMAGES; DELPHI WILL NOT BE LIABLE FOR ANY, AND TO BUYERS ASSUME LIABILITY FOR ALL, PERSONAL INJURY AND PROPERTY DAMAGE CONNECTED WITH BUYERS INVESTIGATION AND EXAMINATION OF THE EXTENT NOT CONSTITUTING INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ANY LOSS OF ANTICIPATED PROFITS, REDUCED PRODUCTION, GOODWILL, USE, MARKET REPUTATION, BUSINESS RECEIPTS OR COMMERCIAL OPPORTUNITIES. THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISION. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATEDACQUIRED ASSETS, THE PARTIES HANDLING, TRANSPORTATION, POSSESSION, PROCESSING, FURTHER MANUFACTURE OR OTHER USE OR RESALE OF ANY OF THE ACQUIRED ASSETS AFTER THE CLOSING DATE, WHETHER SUCH ACQUIRED ASSETS ARE USED OR RESOLD ALONE OR IN COMBINATION WITH OTHER ASSETS OR MATERIALS; AND BUYERS ACKNOWLEDGE THAT THE DAMAGES ACQUIRED ASSETS ARE DIFFICULT OR IMPOSSIBLE BEING SOLD IN THEIR PRESENT STATE AND CONDITION, “AS IS, WHERE IS,” WITH ALL FAULTS, AND BUYERS' ARE PURCHASING AND ACQUIRING SUCH ACQUIRED ASSETS ON THAT BASIS PURSUANT TO DETERMINE, OR OTHERWISE OBTAINING BUYERS' OWN INVESTIGATION AND EXAMINATION AFTER HAVING BEEN PROVIDED WITH AN ADEQUATE REMEDY IS INCONVENIENT OPPORTUNITY AND ACCESS TO SUCH ACQUIRED ASSETS TO COMPLETE SUCH INVESTIGATION OR EXAMINATION AND ON THE REPRESENTATIONS AND WARRANTIES IN THIS AGREEMENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSSINDEMNITIES IN SECTION 11.3.2.

Limitations of Liability. NOTWITHSTANDING IN NO EVENT SHALL EITHER PARTY BE LIABLE TO ANYONE FOR LOST PROFITS OR REVENUE OR FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE, COVER, SPECIAL OR EXEMPLARY DAMAGES, OR INDIRECT DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF CUSTOMER DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE), WHETHER SUCH LIABILITY ARISES FROM BREACH OR REPUDIATION OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, TORT, STATUTORY DUTY OR ANY OTHER PROVISION LEGAL CAUSE OF THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE UNDER ACTION ARISING FROM OR IN CONNECTION WITH THE APPLICABLE STATEMENT OF WORK (“SOW”). NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE APPLICABLE SOW OR THIS AGREEMENT PSA THE MAXIMUM LIABILITY OF SUITE ENGINE TO ANY PERSON, FIRM OR UNDER CORPORATION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH ANY PROFESSIONAL SERVICES, DELIVERABLES AND/OR TOOLS WHETHER SUCH LIABILITY ARISES FROM BREACH OR REPUDIATION OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, TORT, STATUTORY DUTY OR ANY OTHER THEORY LEGAL CAUSE OF LAWACTION ARISING FROM OR IN CONNECTION WITH THE APPLICABLE SOW, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE THE AMOUNT PAID BY CUSTOMER FOR ANY SPECIAL, INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES AND THE PROFESSIONAL SERVICES GIVING RISE TO THE EXTENT CLAIM FOR THE PRECEDING TWELVE (12) MONTHS. THE ESSENTIAL PURPOSE OF THIS PROVISION IS TO LIMIT THE POTENTIAL LIABILITY OF THE PARTIES ARISING FROM THIS PSA AND ANY SOW. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS SET FORTH IN THIS SECTION ARE INTEGRAL TO THE AMOUNT OF CONSIDERATION LEVIED IN CONNECTION WITH THE PROFESSIONAL SERVICES AND THAT, WERE SUITE ENGINE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN, SUCH CONSIDERATION WOULD OF NECESSITY BE SET SUBSTANTIALLY HIGHER. THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION SHALL NOT CONSTITUTING INDIRECT, CONTINGENT, APPLY TO A CUSTOMER’S BREACH OF SECTION 7 OF THIS PSA OR WITH REGARDS TO AMOUNTS DUE BY CUSTOMER UNDER THIS PSA. CERTAIN STATES AND/OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, ANY LOSS SO THE EXCLUSIONS SET FORTH ABOVE MAY NOT APPLY TO CUSTOMER. NOTHING IN THIS PSA EXCLUDES OR RESTRICTS THE LIABILITY OF ANTICIPATED PROFITS, REDUCED PRODUCTION, GOODWILL, USE, MARKET REPUTATION, BUSINESS RECEIPTS EITHER PARTY FOR DEATH OR COMMERCIAL OPPORTUNITIES. THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISION. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSSPERSONAL INJURY RESULTING FROM ITS NEGLIGENCE.

Limitations of Liability. NOTWITHSTANDING ANY OTHER PROVISION TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR LIABILITY ARISING OUT OF: (i) PERSONAL INJURY OR DEATH; (ii) MISUSE OR VIOLATION OF THIS AGREEMENTDRAGOS’S INTELLECTUAL PROPERTY RIGHTS BY CUSTOMER; (iii) PAYMENT OBLIGATIONS FOR OFFERINGS; (iv) WILLFUL MISCONDUCT OR FRAUD BY A PARTY; AND/OR (v) AMOUNTS PAYABLE TO THIRD PARTIES UNDER SECTION 9 (INDEMNIFICATION), NEITHER IN NO EVENT WILL: (a): EITHER PARTY SHALL BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR UNDER ANY OTHER THEORY OF LAW, WHETHER IN CONTRACT, TORT OR OTHERWISE, FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, CONTINGENTINCIDENTAL, INCIDENTAL OR CONSEQUENTIAL PUNITIVE DAMAGES AND TO THE EXTENT NOT CONSTITUTING INDIRECTWHATSOEVER (INCLUDING, CONTINGENTWITHOUT LIMITATION, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ANY LOSS OF ANTICIPATED PROFITS, REDUCED PRODUCTIONDATA OR INFORMATION, GOODWILL, USE, MARKET REPUTATION, BUSINESS RECEIPTS COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR COMMERCIAL OPPORTUNITIES. THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISION. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINESERVICES, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT BUSINESS INTERRUPTION) ARISING OUT OF OR RELATED TO THIS AGREEMENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION ANY PRODUCTS OR SERVICES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE HARM POSSIBILITY OF SUCH DAMAGES; AND (b) EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR LOSSRELATED TO THIS AGREEMENT AND ANY OFFERINGS EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER FOR THE APPLICABLE OFFERING WHICH IS THE SUBJECT OF SUCH CLAIM IN THE TWELVE (12) MONTHS PERIOD BEFORE THE EVENT GIVING RISE TO SUCH LIABILITY. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY SPECIFIED IN THIS AGREEMENT. MULTIPLE CLAIMS SHALL NOT EXPAND THE LIMITATIONS SPECIFIED IN THIS SECTION.

Limitations of Liability. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENTTO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE UNDER TO THE OTHER, REGARDLESS OF THE LEGAL THEORY USED TO MAKE A CLAIM, AND WHETHER OR NOT BASED UPON NEGLIGENCE, BREACH OF WARRANTY, STRICT LIABILITY, IN CONNECTION WITH TORT OR ANY OTHER CAUSE OF ACTION, FOR ANY (A) COST OF PROCUREMENT OF ANY SUBSTITUTE PRODUCTS OR SERVICES, OR COST OF REPLACEMENT OR RESTORATION OF ANY LOST OR ALTERED CONTENT, (B) DELAYS OR UNAVAILABILITY OF ANY PRODUCTS OR SERVICES (OTHER THAN AS PROVIDED IN THE SUPPORT SERVICES), ECONOMIC LOSSES, EXPECTED OR LOST PROFITS, REVENUE, OR ANTICIPATED SAVINGS, LOSS OF BUSINESS, LOSS OF CONTRACTS, LOSS OF OR DAMAGE TO GOODWILL OR REPUTATION, AND/OR (C) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL LOSS OR DAMAGE, WHETHER ARISING OUT OF PERFORMANCE OR BREACH OF THIS AGREEMENT OR THE USE OR INABILITY TO USE THE PRODUCTS, OR FOR ANY MATTER BEYOND THE PARTY’S REASONABLE CONTROL, EVEN IF THE PARTY HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH LOSS OR DAMAGES. EXCEPT FOR THE PARTIES’ OBLIGATIONS SET FORTH IN SECTIONS 4 AND 9 OF THIS AGREEMENT AND CUSTOMER’S PAYMENT OBLIGATIONS HEREUNDER AND/OR UNDER THE AWS MARKETPLACE TERMS (AS APPLICABLE), TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY AGREES THAT THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY ON ALL CLAIMS OF ANY KIND UNDER THE AGREEMENT, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY OR RESULTING FROM THIS AGREEMENT OR ANY PRODUCTS OR SERVICES, SHALL NOT EXCEED THE GREATER OF LAW, WHETHER (A) THE FEES PAID OR PAYABLE TO PALANTIR BY CUSTOMER IN CONTRACT, TORT OR OTHERWISE, FOR ANY SPECIAL, INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES AND RELATION TO THE EXTENT NOT CONSTITUTING INDIRECTPRODUCTS AND/OR SERVICES UNDER THE APPLICABLE ORDER FORM AND/OR THE AWS MARKETPLACE TERMS (AS APPLICABLE) IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM FOR THE PRODUCTS OR SERVICES THAT GAVE RISE TO SUCH CLAIM OR (B) FIFTY THOUSAND DOLLARS (USD 50,000), CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ANY LOSS OF ANTICIPATED PROFITS, REDUCED PRODUCTION, GOODWILL, USE, MARKET REPUTATION, BUSINESS RECEIPTS OR COMMERCIAL OPPORTUNITIES. THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISION. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE AND THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE SUCH REMEDY IS INCONVENIENT FAIR AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSSADEQUATE.

Limitations of Liability. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NEITHER IN NO EVENT WILL EITHER PARTY SHALL BE LIABLE UNDER TO THE OTHER PARTY FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS ARISING OUT OF OR IN CONNECTION WITH THIS THE MASTER SUBSCRIPTION AGREEMENT OR UNDER ANY OTHER THEORY THE USE, OPERATION OR PERFORMANCE OF LAWTHE PRODUCTS, WHETHER IN SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, FOR AND WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY ARISING UNDER THIS MASTER SUBSCRIPTION AGREEMENT, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL NOT EXCEED THE AMOUNTS PAID TO ILLUMIO BY CUSTOMER IN THE TWELVE-MONTH PERIOD PRECEDING THE CLAIM OR ACTION GIVING RISE TO ANY SPECIAL, INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES AND TO THE EXTENT NOT CONSTITUTING INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ANY LOSS OF ANTICIPATED PROFITS, REDUCED PRODUCTION, GOODWILL, USE, MARKET REPUTATION, BUSINESS RECEIPTS OR COMMERCIAL OPPORTUNITIESLIABILITY. THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISION. TO EXPRESSLY ACKNOWLEDGE AND AGREE THAT ILLUMIO HAS SET ITS FEES AND ENTERED INTO THIS MASTER SUBSCRIPTION AGREEMENT IN RELIANCE UPON THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATEDLIMITATIONS OF LIABILITY SPECIFIED HEREIN, WHICH ALLOCATE THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT RISK BETWEEN ILLUMIO AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE CUSTOMER AND FORM A REASONABLE APPROXIMATION BASIS OF THE HARM OR LOSSBARGAIN BETWEEN THE PARTIES.

Limitations of Liability. NOTWITHSTANDING ANY OTHER PROVISION TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR HID’S INDEMNITY OBLIGATIONS IN SECTION 11, THE TOTAL LIABILITY OF HID AND ITS SUPPLIERS FOR ALL DIRECT DAMAGES RELATING TO OR ARISING FROM THIS AGREEMENT, IN THE AGGREGATE, WHETHER ARISING FROM HID’S BREACH OF THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE UNDER BREACH OF WARRANTY, NEGLIGENCE (WHETHER ACTIVE, AFFIRMATIVE OR GROSS), STRICT LIABILITY, OR OTHER TORT, OR ANY SERVICE PROVIDED IN CONNECTION WITH THIS AGREEMENT OR UNDER ANY OTHER THEORY OF LAW, WHETHER IN CONTRACT, TORT THE PRODUCTS OR OTHERWISE, SHALL IN NO EVENT EXCEED THE AMOUNT HID RECEIVED FROM CUSTOMER FOR THE PARTICULAR PRODUCT OR SERVICE GIVING RISE TO THE LIABILITY. HID WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY DAMAGE OR LOSS RESULTING FROM THE OPERATION OR PERFORMANCE OF ANY THIRD PARTY PRODUCT OR SERVICE OR ANY SYSTEMS IN WHICH A PRODUCT IS INCORPORATED. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR HID’S INDEMNITY OBLIGATIONS IN SECTION 11, IN NO EVENT SHALL HID BE LIABLE FOR ANY SPECIAL, INDIRECTINCIDENTAL, CONTINGENT, INCIDENTAL INDIRECT OR CONSEQUENTIAL DAMAGES AND ARISING OUT OF OR RELATING TO THE EXTENT THIS AGREEMENT, INCLUDING BUT NOT CONSTITUTING INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ANY LIMITED TO LOSS OF ANTICIPATED BUSINESS, REVENUE, PROFITS, REDUCED PRODUCTION, GOODWILL, USE, MARKET REPUTATIONDATA OR OTHER ECONOMIC ADVANTAGE AND ANY NON-ECONOMIC LOSSES, BUSINESS RECEIPTS OR COMMERCIAL OPPORTUNITIES. THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISION. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION REGARDLESS OF THE HARM OR LOSSLEGAL THEORY ON WHICH ANY SUCH DAMAGES MAY BE BASED AND EVEN IF HID HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY SPECIFIED HEREIN.

Limitations of Liability. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENTTO THE MAXIMUM EXTENT PERMITTED BY LAW AND EXCEPT FOR EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER IN NO EVENT SHALL EITHER PARTY SHALL BE LIABLE UNDER FOR SPECIAL, INDIRECT, INCIDENTAL, TORT OR CONSEQUENTIAL DAMAGES (INCLUDING ANY DAMAGES RESULTING FROM LOSS OF USE, LOSS OF OR DAMAGE TO SOFTWARE OR DATA, LOSS OF PROFITS OR LOSS OF BUSINESS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR UNDER ANY OTHER THEORY THE SERVICES FURNISHED HEREUNDER, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT FOR ANY CLAIM TO THE EXTENT ARISING FROM OR IN CONNECTION WITH EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR EITHER PARTY’S INDEMNIFICATION OBLIGATIONS PURSUANT TO SECTION 9 ABOVE, OR PERSONAL INJURY, DEATH OR DAMAGE TO TANGIBLE PROPERTY, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EITHER PARTY HEREUNDER EXCEED (I) EXCEPT AS PROVIDED IN (II) BELOW, THE TOTAL OF THE FEES PAID AND PAYABLE BY CUSTOMER TO CYBERARK FOR THE THEN CURRENT SUBSCRIPTION TERM UNDER THE ORDER TO WHICH THE INITIAL CLAIM RELATES (THE “AGGREGATE FEES”), OR (II) SOLELY FOR DAMAGES RESULTING FROM A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS PURSUANT TO SECTION 7, THREE (3) TIMES THE AGGREGATE FEES. THE LIMITATIONS OF LIABILITY IN THIS PARAGRAPH APPLY WHETHER SUCH LIABILITY ARISES IN CONTRACT, TORT (INCLUDING NEGLIGENCE), UNDER STATUTE OR OTHERWISE, FOR ANY SPECIAL, INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES AND TO THE EXTENT NOT CONSTITUTING INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ANY LOSS OF ANTICIPATED PROFITS, REDUCED PRODUCTION, GOODWILL, USE, MARKET REPUTATION, BUSINESS RECEIPTS OR COMMERCIAL OPPORTUNITIES. THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISION. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSS.

Limitations of Liability. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENTTO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER IN NO EVENT WILL EITHER PARTY SHALL BE LIABLE UNDER TO THE OTHER FOR ANY OF THE FOLLOWING TYPES OF LOSS OR DAMAGE ARISING IN ANY WAY OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR UNDER ANY OTHER THEORY OF LAWTHE OFFERINGS, WHETHER OR NOT SUCH PARTY WAS ADVISED IN CONTRACT, TORT ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR OTHERWISE, FOR ANY SPECIAL, INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES AND TO THE EXTENT NOT CONSTITUTING INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, DAMAGE: (A) ANY LOSS OF ANTICIPATED BUSINESS, CONTRACTS, PROFITS, REDUCED PRODUCTIONANTICIPATED SAVINGS, GOODWILLGOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, USEINDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, MARKET REPUTATIONWITHOUT LIMITATION, BUSINESS RECEIPTS SPECIAL, PUNITIVE, OR COMMERCIAL OPPORTUNITIESEXEMPLARY DAMAGES). EXCEPT FOR THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED INDEMNITY SET FORTH IN SECTION 8.1, IN NO EVENT SHALL BLACKBOARD OR ITS LICENSORS’ CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER UNDER ANY STATUTORY PROVISION. THIS AGREEMENT FOR THE AFFECTED OFFERING DURING THE TWENTY FOUR (24)-MONTH PERIOD IMMEDIATELY PRIOR TO THE EXTENT ANY DAMAGES REQUIRED EVENT, ACT OR OMISSION GIVING RISE TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSSHAVE PROVEN INEFFECTIVE.

Limitations of Liability. NOTWITHSTANDING ANY OTHER PROVISION TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF HID AND ITS SUPPLIERS FOR ALL DIRECT DAMAGES RELATING TO OR ARISING FROM THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, CONTRACT DAMAGES AND DAMAGES FOR INJURIES TO PERSONS OR PROPERTY, WHETHER ARISING FROM HID’S BREACH OF THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE UNDER BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT WITH RESPECT TO THE PRODUCTS, OR ANY SERVICE PROVIDED IN CONNECTION WITH THIS AGREEMENT OR UNDER ANY OTHER THEORY OF LAW, WHETHER IN CONTRACT, TORT THE PRODUCTS OR OTHERWISE, SHALL IN NO EVENT EXCEED THE AMOUNT HID RECEIVED FROM YOU FOR THE PARTICULAR PRODUCT OR SERVICE GIVING RISE TO THE LIABILITY. HID WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY SPECIAL, INDIRECT, CONTINGENT, INCIDENTAL DAMAGE OR CONSEQUENTIAL DAMAGES AND LOSS RESULTING FROM THE OPERATION OR PERFORMANCE OF ANY THIRD PARTY PRODUCT OR ANY SYSTEMS IN WHICH AN HID PRODUCT IS INCORPORATED. TO THE EXTENT PERMITTED BY APPLICABLE LAW HID SHALL NOT CONSTITUTING INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ANY BE LIABLE FOR LOSS OF ANTICIPATED BUSINESS, REVENUE, PROFITS, REDUCED PRODUCTION, GOODWILL, USE, MARKET REPUTATIONDATA OR OTHER ECONOMIC ADVANTAGE OR FOR ANY SPECIAL, BUSINESS RECEIPTS INCIDENTAL, INDIRECT OR COMMERCIAL OPPORTUNITIES. THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISION. CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATEDTHIS AGREEMENT, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION REGARDLESS OF THE HARM LEGAL THEORY ON WHICH ANY SUCH DAMAGES MAY BE BASED AND EVEN IF A PARTY HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. These limitations shall apply notwithstanding the failure of the essential purpose of any limited remedy specified herein." NOTHING IN THIS AGREEMENT EXCLUDES OR LOSS.LIMITS THE LIABILITY OF EITHER PARTY: • FOR DEATH OR PERSONAL INJURY CAUSED BY THAT PARTIES NEGLIGENCE; • FOR ANY MATTER FOR WHICH IT WOULD BE ILLEGAL FOR THAT PARTY TO EXCLUDE OR LIMIT ITS LIABILITY AT APPLICABLE LAW; OR • FOR FRAUD OR FRAUDULENT MISREPRESENTATION

Limitations of Liability. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR UNDER ANY OTHER THEORY OF LAWSCANTRON’S ENTIRE LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY, OR OTHERWISEOTHER LEGAL OR EQUITABLE THEORY, FOR ANY SPECIALCLAIM ARISING FROM OR RELATED TO THIS AGREEMENT OR ANY PRODUCTS, SERVICES, DELIVERABLES OR OTHER ITEMS FURNISHED OR TO BE FURNISHED UNDER THIS AGREEMENT, WILL IN NO EVENT EXCEED THE FEES PAID TO SCANTRON BY CUSTOMER FOR THE APPLICABLE ITEM WHICH IS THE BASIS FOR THE CLAIM DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE OCCURRENCE OF THE EVENT GIVING RISE TO THE CAUSE OF ACTION, NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. NO ACTION RELATED TO THIS AGREEMENT MAY BE BROUGHT MORE THAN 2 YEARS AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO THE CAUSE OF ACTION. IN NO EVENT WILL SCANTRON BE LIABLE TO CUSTOMER OR ANY OTHER PERSON OR ENTITY FOR LOST DATA, LOST PROFITS, INTEREST OR COST OF MONEY; OR FOR COVER; OR FOR ANY PUNITIVE, INDIRECT, CONTINGENTINCIDENTAL, INCIDENTAL SPECIAL OR CONSEQUENTIAL DAMAGES AND ARISING OUT OF SCANTRON’S PERFORMANCE OR NONPERFORMANCE OR THE USE OF, INABILITY TO THE EXTENT NOT CONSTITUTING INDIRECTUSE OR RESULTS OF USE OF ANY PRODUCTS, CONTINGENTSERVICES, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ANY LOSS OF ANTICIPATED PROFITS, REDUCED PRODUCTION, GOODWILL, USE, MARKET REPUTATION, BUSINESS RECEIPTS OR COMMERCIAL OPPORTUNITIES. THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISION. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINEDELIVERABLES, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSSOTHER ITEMS.

Limitations of Liability. MIST’S CUMULATIVE AND AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT AND/OR SALE OF THE PRODUCTS OR SERVICES SHALL BE LIMITED TO THE GREATER OF U.S. $100,000 OR THE AMOUNT PAID BY RESELLER FOR MIST PRODUCTS (AS SUCH TERM IS DEFINED IN THIS AGREEMENT), UP TO A MAXIMUM OF U.S. $2,000,000. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND NOTWITHSTANDING ANY OTHER PROVISION OF ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, NEITHER PARTY IN NO EVENT SHALL BE LIABLE MIST HAVE ANY LIABILITY OR OBLIGATION WHATSOEVER FOR ANY LOST PROFITS, LOSS OF DATA OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREUNDER, WHETHER ARISING BY CONTRACT, TORT OR, UNDER ANY OTHER THEORY OF LAWLIABILITY, WHETHER IN CONTRACTINCLUDING, TORT WITHOUT LIMITATION, THOSE RESULTING FROM THE USE OF PRODUCT PURCHASED HEREUNDER, OR OTHERWISETHE FAILURE OF PRODUCTS OR SERVICES TO PERFORM, OR FOR ANY SPECIALOTHER REASON, INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES AND TO THE EXTENT NOT CONSTITUTING INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ANY LOSS OF ANTICIPATED PROFITS, REDUCED PRODUCTION, GOODWILL, USE, MARKET REPUTATION, BUSINESS RECEIPTS OR COMMERCIAL OPPORTUNITIES. THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISION. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY EVEN IF MIST IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION INFORMED IN ADVANCE OF THE HARM OR LOSSPOSSIBILITY OF SUCH DAMAGES OCCURING. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Limitations of Liability. NOTWITHSTANDING EXCEPT AS PROVIDED OTHERWISE UNDER "INDEMNITY" ABOVE, XXXXXXX'S TOTAL LIABILITY AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR ANY OTHER PROVISION CLAIM OF THIS AGREEMENTANY TYPE WHATSOEVER, ARISING OUT OF A PRODUCT OR SERVICE PROVIDED HEREUNDER, SHALL BE LIMITED TO PROVEN DIRECT DAMAGES CAUSED BY EGENERA IN AN AMOUNT NOT TO EXCEED THE PRICE PAID BY CUSTOMER TO EGENERA FOR THE SPECIFIC SERVICE (CALCULATED ON AN ANNUAL BASIS, WHEN APPLICABLE) OR PRODUCT FROM WHICH SUCH CLAIM ARISES. EXCEPT FOR CLAIMS ARISING UNDER "INDEMNITY" ABOVE, NEITHER PARTY SHALL BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR UNDER ANY (A) HAVE LIABILITY TO THE OTHER THEORY OF LAW, WHETHER IN CONTRACT, TORT OR OTHERWISE, FOR ANY SPECIAL, INDIRECTCONSEQUENTIAL, CONTINGENTEXEMPLARY, INCIDENTAL INCIDENTAL, OR CONSEQUENTIAL INDIRECT DAMAGES AND TO THE EXTENT (INCLUDING, BUT NOT CONSTITUTING INDIRECTLIMITED TO, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ANY LOSS OF ANTICIPATED PROFITS, REDUCED PRODUCTIONREVENUES, GOODWILLDATA AND/OR USE), USEEVEN IF ADVISED OF THE POSSIBILITY THEREOF; AND (B) BRING ANY CLAIM BASED ON PRODUCT OR SERVICE PROVIDED HEREUNDER MORE THAN TWO (2) YEARS AFTER THE CAUSE OF ACTION ACCRUES. THESE LIMITATIONS SHALL APPLY TO ALL CAUSES OF ACTION UNDER OR RELATING TO THIS GPA, MARKET REPUTATION, BUSINESS RECEIPTS OR COMMERCIAL OPPORTUNITIES. THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED UNDER CLAIM BY OR AGAINST ANY STATUTORY PROVISION. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATEDSUBSIDIARY, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINESTOCKHOLDER, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION AFFILIATE, OR OFFICER, DIRECTOR, EMPLOYEE OR AGENT OF THE HARM OR LOSSANY OF THEM.

Limitations of Liability. NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT OR THE CONTRACT DOCUMENTS TO THE CONTRARY, IN NO EVENT SHALL EITHER PARTY, ITS OFFICERS, DIRECTORS, AFFILIATES OR EMPLOYEES BE LIABLE FOR ANY FORM OF INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PRODUCTION, LOSS OF PRODUCT, LOSS OF REVENUE, LOSS OF PROFITS OR LOSS OF DATA DAMAGES, WHETHER SUCH DAMAGES ARISE IN CONTRACT OR TORT AND IRRESPECTIVE OF FAULT, NEGLIGENCE OR STRICT LIABILITY OR WHETHER SUCH PARTY HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR UNDER ANY OTHER THEORY OF LAW, WHETHER IN CONTRACT, TORT OR OTHERWISE, FOR ANY SPECIAL, INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES THE CONTRACT DOCUMENTS AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE MAXIMUM LIABILITY OF DESIGN/BUILDER FOR DAMAGES UNDER THIS AGREEMENT AND THE CONTRACT DOCUMENTS SHALL NOT CONSTITUTING INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ANY LOSS OF ANTICIPATED PROFITS, REDUCED PRODUCTION, GOODWILL, USE, MARKET REPUTATION, BUSINESS RECEIPTS OR COMMERCIAL OPPORTUNITIESEXCEED THE AMOUNTS ACTUALLY PAID BY PUBLIC AGENCY FOR THE SERVICE(S) GIVING RISE TO THE CLAIM. THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING PRECEDING SENTENCE SHALL NOT APPLY TO ANY WAIVER REQUIRED UNDER CLAIM FOR BODILY INJURY, OR TO ANY STATUTORY PROVISION. OTHER CLAIM TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OF DESIGN/BUILDER’S GROSS NEGLIGENCE OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSSWILLFUL MISCONDUCT.

Limitations of Liability. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NEITHER PARTY SHALL UNDER NO CIRCUMSTANCES XXXX XXXXXXX BE LIABLE UNDER FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES WHATSOEVER, OR FOR ANY LOSS OF DATA, BUSINESS, OR PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT YOUR USE OR UNDER ANY OTHER THEORY OF LAWINABILITY TO USE THE GRAVITY PLATFORM, WHETHER IN CONTRACTCONTRACT OR IN TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY IN TORT) EVEN IF XXXXXXX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, TORT AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT XXXX XXXXXXX’X AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF OR OTHERWISERELATING TO THIS XXXX EXCEED THE GREATER OF AMOUNTS PAID BY YOU FOR THE GRAVITY PLATFORM OR FIFTY DOLLARS ($50 USD). SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, FOR ANY SPECIAL, INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES AND SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH AN EVENT THE ABOVE LIMITATIONS WILL BE ENFORCED TO THE MAXIMUM EXTENT NOT CONSTITUTING INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ANY LOSS OF ANTICIPATED PROFITS, REDUCED PRODUCTION, GOODWILL, USE, MARKET REPUTATION, BUSINESS RECEIPTS OR COMMERCIAL OPPORTUNITIES. THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED PERMITTED UNDER ANY STATUTORY PROVISION. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSSAPPLICABLE LAW.

Limitations of Liability. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENTTO THE MAXIMUM EXTENT PERMITTED BY TENNESSEE STATE LAW, NEITHER PARTY SHALL IN NO EVENT WILL BLACKBOARD OR ITS LICENSORS BE LIABLE UNDER TO CUSTOMER FOR ANY OF THE FOLLOWING TYPES OF LOSS OR DAMAGE ARISING IN ANY WAY OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR UNDER ANY OTHER THEORY OF LAWTHE OFFERINGS, WHETHER OR NOT BLACKBOARD WAS ADVISED IN CONTRACT, TORT ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR OTHERWISE, FOR ANY SPECIAL, INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES AND TO THE EXTENT NOT CONSTITUTING INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, DAMAGE:(A) ANY LOSS OF ANTICIPATED BUSINESS, CONTRACTS, PROFITS, REDUCED PRODUCTIONANTICIPATED SAVINGS, GOODWILLGOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, USEINDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, MARKET REPUTATIONWITHOUT LIMITATION, BUSINESS RECEIPTS SPECIAL, PUNITIVE, OR COMMERCIAL OPPORTUNITIES. THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISIONEXEMPLARY DAMAGES). TO THE MAXIMUM EXTENT ANY DAMAGES REQUIRED ALLOWED BY TENNESSEE STATE LAW, EXCEPT FOR THE INDEMNITY SET FORTH IN SECTION 8.1, IN NO EVENT SHALL BLACKBOARD OR ITS LICENSORS‟ CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO BE PAID HEREUNDER ARE LIQUIDATEDTHIS AGREEMENT, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION REGARDLESS OF THE HARM NATURE OF THE CLAIM, EXCEED THE AMOUNT OF TWO (2) TIMES THE CURRENT ANNUAL FEES PAID BY CUSTOMER UNDER THIS AGREEMENT FOR THE AFFECTED OFFERING DURING THE TWELVE (12)-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT, ACT OR LOSSOMISSION GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.

Limitations of Liability. NOTWITHSTANDING ANY OTHER PROVISION TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, (IN PARTICULAR, THE CONTROL OF EXEMPTION CLAUSES ORDINANCE (CAP 71, LAWS OF HONG KONG)), THE TOTAL LIABILITY OF HID AND ITS SUPPLIERS FOR ALL DIRECT DAMAGES RELATING TO OR ARISING FROM THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, CONTRACT DAMAGES AND DAMAGES FOR INJURIES TO PERSONS OR PROPERTY, WHETHER ARISING FROM HID’S BREACH OF THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE UNDER BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT WITH RESPECT TO THE PRODUCTS, OR ANY SERVICE PROVIDED IN CONNECTION WITH THIS AGREEMENT OR UNDER ANY OTHER THEORY OF LAW, WHETHER IN CONTRACT, TORT THE PRODUCTS OR OTHERWISE, SHALL IN NO EVENT EXCEED THE AMOUNT HID RECEIVED FROM YOU FOR THE PARTICULAR PRODUCT OR SERVICE GIVING RISE TO THE LIABILITY. HID WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY DAMAGE OR LOSS RESULTING FROM THE OPERATION OR PERFORMANCE OF ANY THIRD PARTY PRODUCT OR ANY SYSTEMS IN WHICH AN HID PRODUCT IS INCORPORATED. TO THE EXTENT PERMITTED BY APPLICABLE LAW, (IN PARTICULAR, THE CONTROL OF EXEMPTION CLAUSES ORDINANCE (CAP 71, LAWS OF HONG KONG)), IN NO EVENT SHALL HID BE LIABLE FOR ANY SPECIAL, INDIRECTINCIDENTAL, CONTINGENT, INCIDENTAL INDIRECT OR CONSEQUENTIAL DAMAGES AND ARISING OUT OF OR RELATING TO THE EXTENT THIS AGREEMENT, INCLUDING BUT NOT CONSTITUTING INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ANY LIMITED TO LOSS OF ANTICIPATED BUSINESS, REVENUE, PROFITS, REDUCED PRODUCTION, GOODWILL, USE, MARKET REPUTATIONDATA OR OTHER ECONOMIC ADVANTAGE AND ANY NON- ECONOMIC LOSSES, BUSINESS RECEIPTS OR COMMERCIAL OPPORTUNITIES. THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISION. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION REGARDLESS OF THE HARM OR LOSSLEGAL THEORY ON WHICH ANY SUCH DAMAGES MAY BE BASED AND EVEN IF A PARTY HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. These limitations shall apply notwithstanding the failure of the essential purpose of any limited remedy specified herein.

Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NEITHER PARTY SHALL NINE2FIVE WILL NOT BE LIABLE UNDER FOR ANY INDIRECT, SPECIAL, EXEMPLARY, OR IN CONNECTION WITH THIS AGREEMENT OR UNDER ANY OTHER THEORY OF LAWCONSEQUENTIAL DAMAGES, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, INCLUDING FOR ANY SPECIALLOSS, INDIRECTCORRUPTION, CONTINGENTOR INACCURACY OF DATA, INCIDENTAL LOST PROFITS, LOST BUSINESS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR CONSEQUENTIAL DAMAGES SERVICES, OR LIABILITY OR INJURY TO THIRD PERSONS, WHETHER FORESEEABLE OR NOT AND REGARDLESS WHETHER NINE2FIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE EXTENT NOT CONSTITUTING INDIRECTCONTRARY IN THESE TERMS, CONTINGENTNINE2FIVE’S (INCLUDING ANY OF ITS AFFILIATES) AGGREGATE LIABILITY, INCIDENTAL FOR DAMAGES (MONETARY OR CONSEQUENTIAL DAMAGESOTHERWISE) UNDER THESE TERMS CLAIMED BY YOU OR ANY THIRD PARTY ARISING FROM THE SITE OR OUR GOODS OR SERVICES, ANY LOSS SHALL BE LIMITED TO THE LESSER OF ANTICIPATED PROFITS(I) ACTUAL DAMAGES INCURRED, REDUCED PRODUCTION, GOODWILL, USE, MARKET REPUTATION, BUSINESS RECEIPTS OR COMMERCIAL OPPORTUNITIES(II) PAYMENTS MADE BY YOU FOR THE GOODS OR SERVICES DURING THE SIX (6) MONTHS PRECEDING THE CLAIM. THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING EXISTENCE OF MULTIPLE CLAIMS WILL NOT ENLARGE THIS LIMIT. THIS LIMITATION WILL APPLY NOTWITHSTANDING ANY WAIVER REQUIRED UNDER FAILURE OF ESSENTIAL PURPOSE OF ANY STATUTORY PROVISION. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSSLIMITED REMEDY.

Limitations of Liability. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENTTO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE UNDER TO THE OTHER, REGARDLESS OF THE LEGAL THEORY USED TO MAKE A CLAIM, AND WHETHER OR NOT BASED UPON NEGLIGENCE, BREACH OF WARRANTY, STRICT LIABILITY, IN CONNECTION WITH TORT OR ANY OTHER CAUSE OF ACTION, FOR ANY (A) COST OF PROCUREMENT OF ANY SUBSTITUTE PRODUCTS OR SERVICES, OR COST OF REPLACEMENT OR RESTORATION OF ANY LOST OR ALTERED CONTENT, (B) DELAYS OR UNAVAILABILITY OF ANY PRODUCTS OR SERVICES (OTHER THAN AS PROVIDED IN THE SUPPORT SERVICES), ECONOMIC LOSSES, EXPECTED OR LOST PROFITS, REVENUE, OR ANTICIPATED SAVINGS, LOSS OF BUSINESS, LOSS OF CONTRACTS, LOSS OF OR DAMAGE TO GOODWILL OR REPUTATION, AND/OR (C) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL LOSS OR DAMAGE, WHETHER ARISING OUT OF PERFORMANCE OR BREACH OF THIS AGREEMENT OR THE USE OR INABILITY TO USE THE PRODUCTS, OR FOR ANY MATTER BEYOND THE PARTY’S REASONABLE CONTROL, EVEN IF THE PARTY HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH LOSS OR DAMAGES. EXCEPT FOR THE PARTIES’ OBLIGATIONS SET FORTH IN SECTIONS 4 AND 9 OF THIS AGREEMENT AND CUSTOMER’S PAYMENT OBLIGATIONS HEREUNDER AND/OR UNDER THE GOOGLE CLOUD MARKETPLACE TERMS OF SERVICE (AS APPLICABLE), TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY AGREES THAT THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY ON ALL CLAIMS OF ANY KIND UNDER THE AGREEMENT, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY OR RESULTING FROM THIS AGREEMENT OR ANY PRODUCTS OR SERVICES, SHALL NOT EXCEED THE GREATER OF LAW, WHETHER (A) THE FEES PAID OR PAYABLE TO PALANTIR BY CUSTOMER IN CONTRACT, TORT OR OTHERWISE, FOR ANY SPECIAL, INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES AND RELATION TO THE EXTENT NOT CONSTITUTING INDIRECTPRODUCTS AND/OR SERVICES UNDER THE APPLICABLE ORDER FORM AND/OR THE GOOGLE CLOUD MARKETPLACE TERMS OF SERVICE (AS APPLICABLE) IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM FOR THE PRODUCTS OR SERVICES THAT GAVE RISE TO SUCH CLAIM OR (B) FIFTY THOUSAND DOLLARS (USD 50,000), CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ANY LOSS OF ANTICIPATED PROFITS, REDUCED PRODUCTION, GOODWILL, USE, MARKET REPUTATION, BUSINESS RECEIPTS OR COMMERCIAL OPPORTUNITIES. THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISION. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE AND THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE SUCH REMEDY IS INCONVENIENT FAIR AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSSADEQUATE.

Limitations of Liability. NOTWITHSTANDING ANY OTHER PROVISION TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY, ITS EMPLOYEES, OFFICERS, DIRECTORS, REPRESENTATIVES OR ITS AFFILIATES (FOR PURPOSES OF THIS AGREEMENTSECTION ONLY “PANTHEON,” ON THE ONE HAND, NEITHER PARTY SHALL AND “SUBSCRIBER,” ON THE OTHER), BE LIABLE UNDER TO THE OTHER PARTY OR IN CONNECTION WITH THIS AGREEMENT OR UNDER ANY OTHER THEORY OF LAW, WHETHER IN CONTRACT, TORT OR OTHERWISE, THIRD PARTY FOR ANY INDIRECT, SPECIAL, INDIRECT, CONTINGENTPUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES AND WHATSOEVER ARISING OUT OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE EXTENT NOT CONSTITUTING INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ANY DAMAGES FOR LOSS OF ANTICIPATED BUSINESS PROFITS, REDUCED PRODUCTIONBUSINESS INTERRUPTION, GOODWILLLOSS OF BUSINESS INFORMATION, USE, MARKET REPUTATION, BUSINESS RECEIPTS OR COMMERCIAL OPPORTUNITIESANY OTHER PECUNIARY LOSS. THIS LIMITATION APPLIES EVEN IF A PARTY HAS BEEN ADVISED OF THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISIONPOSSIBILITY OF SUCH DAMAGES. TO NOTWITHSTANDING THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATEDFOREGOING, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION MAXIMUM AGGREGATE AMOUNT WHICH MAY BE AWARDED TO AND COLLECTED BY THE OTHER PARTY WITH RESPECT TO CLAIMS UNDER THIS AGREEMENT SHALL NOT EXCEED TWELVE (12) MONTHS OF FEES FOR SERVICES UNDER THE HARM OR LOSSAPPLICABLE ORDER FORM FROM WHICH THE FIRST CLAIM AROSE.

Limitations of Liability. NOTWITHSTANDING THE LIABILITY OF ANY PARTY FOR A CLAIM ASSERTED BY ANY OTHER PROVISION PARTY BASED ON A BREACH OF ANY COVENANT UNDER, AGREEMENT IN, OR UNDERTAKING REQUIRED BY, THIS AGREEMENT SHALL NOT EXCEED, IN THE AGGREGATE, AN AMOUNT EQUAL TO THE "MAXIMUM LIABILITY AMOUNT" (AS HEREINAFTER DEFINED) CALCULATED FOR THE FISCAL YEAR (SUBJECT TO THE LAST TWO SENTENCES OF THIS AGREEMENTSECTION) IMMEDIATELY PRIOR TO THE YEAR IN WHICH SUCH LIABILITY ARISES; PROVIDED THAT THE MAXIMUM LIABILITY AMOUNT SHALL NOT BE APPLICABLE IN RESPECT OF ANY CLAIMS BASED ON A PARTY'S (i) GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE UNDER (ii) WILLFUL MISCONDUCT, (iii) IMPROPER USE OR IN CONNECTION WITH THIS AGREEMENT OR UNDER ANY OTHER THEORY DISCLOSURE OF CONFIDENTIAL INFORMATION, (iv) VIOLATIONS OF LAW, WHETHER IN CONTRACTOR (v) INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A PERSON OR ENTITY WHO IS NOT A PARTY HERETO OR THE SUBSIDIARY OF A PARTY HERETO. For purposes hereof, TORT OR OTHERWISE"Maximum Liability Amount" means, FOR ANY SPECIALfor any fiscal year, INDIRECTthe amount equal to 1.25% of PI's annual gross revenues that are attributable to the use of the FNF Title Plants and/or use of the Software, CONTINGENTas determined in accordance with generally accepted accounting principles consistently applied throughout the applicable period. In the event that liability hereunder shall arise during the first 2 calendar years of the effectiveness of this Agreement (i.e., INCIDENTAL OR CONSEQUENTIAL DAMAGES AND TO THE EXTENT NOT CONSTITUTING INDIRECTarising any time prior to December 31, CONTINGENT2005 ), INCIDENTAL OR CONSEQUENTIAL DAMAGESfor purposes of calculating the Maximum Liability Amount, ANY LOSS OF ANTICIPATED PROFITSthe amount of PI's annual gross revenues shall be equal to the product of (x) the average monthly gross revenues that are attributable to the use of the FNF Title Plants and/or use of the Software for the entire period immediately prior to the date on which such liability arises, REDUCED PRODUCTIONmultiplied by (y) 12. Without limiting and subject to the foregoing and to Section 7.02, GOODWILLthe parties acknowledge that if the obligation to provide Services under this Agreement is terminated pursuant to Sections 8.01(c), USE(e) or (h), MARKET REPUTATION, BUSINESS RECEIPTS OR COMMERCIAL OPPORTUNITIES. THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISION. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSSthen PI shall be liable for compensatory damages in an amount equal to the actual increased marginal costs incurred by the Companies in obtaining updated title plant information from the FNF Title Plants.

Limitations of Liability. NOTWITHSTANDING ANY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN ADDITION TO THE WARRANTY AND OTHER PROVISION OF DISCLAIMERS IN THIS AGREEMENT, NEITHER PARTY IN NO EVENT SHALL TOMOFUN, ITS OFFICERS, EMPLOYEES, PARTNERS, AGENTS, OR AFFILIATES, BE (A) LIABLE UNDER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR IN CONNECTION WITH THIS AGREEMENT PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR UNDER OTHER INTANGIBLE LOSSES ARISING FROM OR RELATING TO THE SERVICES, WHETHER OR NOT WE HAVE BEEN INFORMED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, AND (B) HAVE TOTAL CUMULATIVE LIABILITY FOR ANY DIRECT DAMAGES, PROPERTY DAMAGE, PERSONAL INJURY, LOSS OF LIFE OR ANY OTHER THEORY OF LAWDAMAGES NOT EXCLUDED OR PRECLUDED PURSUANT TO (A) ABOVE, ARISING FROM OR RELATED TO THE SERVICES, WHETHER IN CONTRACT, CONTRACT OR TORT OR OTHERWISE, SHALL BE LIMITED TO AN AMOUNT NEVER TO EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO TOMOFUN OR AN AUTHORIZED TOMOFUN RESELLER FOR THE SERVICES AT ISSUE WITHIN THE PRIOR TWELVE (12) MONTHS (IF ANY). TOMOFUN DISCLAIMS ALL LIABILITY OF ANY KIND OF XXXXXXX’S LICENSORS AND SUPPLIERS. TOMOFUN DISCLAIMS ALL LIABILITY ARISING FROM OR RELATING TO ANY CONTENT OR PRIVATE CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT OR PRIVATE CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT OR PRIVATE CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED IN CONNECTION WITH USE OF, OR EXPOSURE TO, ANY CONTENT OR PRIVATE CONTENT POSTED, EMAILED, ACCESSED, TRANSMITTED, DISSEMINATED OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. THIS SECTION SHALL APPLY EVEN IF TOMOFUN IS FOUND LIABLE FOR ANY SPECIALLOSS OR DAMAGE DUE TO BREACH OF CONTRACT, INDIRECTBREACH OF EXPRESS OR IMPLIED OR LIMITED WARRANTY, CONTINGENTNEGLIGENCE OF ANY KIND OR DEGREE, INCIDENTAL SUBROGATION, INDEMNIFICATION OR CONSEQUENTIAL DAMAGES AND TO THE EXTENT NOT CONSTITUTING INDIRECTCONTRIBUTION, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ANY LOSS OF ANTICIPATED PROFITS, REDUCED PRODUCTION, GOODWILL, USE, MARKET REPUTATION, BUSINESS RECEIPTS OR COMMERCIAL OPPORTUNITIES. THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISION. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINESTRICT PRODUCT LIABILITY, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION ANY OTHER LEGAL THEORY OF THE HARM LIABILITY. FOR THOSE JURISDICTIONS THAT DO NOT PERMIT LIMITATION OF LIABILITY FOR GROSS NEGLIGENCE, THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO ANY WILLFUL, WANTON, INTENTIONAL, RECKLESS MISCONDUCT, OR LOSSGROSS NEGLIGENCE OF TOMOFUN.

Limitations of Liability. NOTWITHSTANDING EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN ARTICLE VI ABOVE, HEALTHAXIS GRANTS NO WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO ANY OTHER PROVISION LICENSED SOFTWARE OR SERVICES, INCLUDING ANY IMPLIED WARRANTIES OF THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE UNDER MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE STATED EXPRESS WARRANTIES ARE IN LIEU OF ALL LIABILITIES OR OBLIGATIONS OF HEALTHAXIS FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT THE DELIVERY, USE, OR UNDER ANY OTHER THEORY PERFORMANCE OF LAW, WHETHER THE LICENSED SOFTWARE. IN CONTRACT, TORT OR OTHERWISE, NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES AND TO THE EXTENT NOT CONSTITUTING INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ANY LOSS OF ANTICIPATED PROFITS, REDUCED PRODUCTIONLOSS OF USE OR DATA, GOODWILLOR INTERRUPTION OF BUSINESS SUFFERED OR INCURRED BY THE OTHER OR ANY OTHER PARTY, USEWHETHER SUCH DAMAGES ARE LABELED IN TORT, MARKET REPUTATIONCONTRACT, BUSINESS RECEIPTS OR COMMERCIAL OPPORTUNITIESINDEMNITY. THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISION. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, IN NO EVENT OR CIRCUMSTANCE WHATSOEVER SHALL EITHER PARTY BE LIABLE OR OBLIGATED TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATEDOTHER IN CONTRACT, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, TORT OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION FOR ANY AMOUNT IN EXCESS OF THE HARM AMOUNT OF THE ACTUAL PAYMENTS MADE BY UICI TO HEALTHAXIS DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PROCEEDING THE EVENT OR LOSSOCCURANCE GIVING RISE TO SUCH LIABILITY, EACH PARTY'S MAXIMUM LIABILITY HEREUNDER BEING HEREBY LIMITED TO SUCH AMOUNT.

Limitations of Liability. NOTWITHSTANDING YOU ALSO EXPRESSLY ABSOLVE AND RELEASE WEFIGHT FROM ANY CLAIM OF HARM RESULTING FROM A CAUSE BEYOND WEFIGHT’S CONTROL, INCLUDING, BUT NOT LIMITED TO, FAILURE OF ELECTRONIC OR MECHANICAL EQUIPMENT OR COMMUNICATION LINES, TELEPHONE OR OTHER PROVISION OF THIS AGREEMENTCONNECTION PROBLEMS, NEITHER PARTY COMPUTER VIRUSES, UNAUTHORIZED ACCESS, THEFT, OPERATOR ERRORS, SEVERE WEATHER, EARTHQUAKES OR NATURAL DISASTERS, STRIKES OR OTHER LABOR PROBLEMS, WARS, OR GOVERNMENTAL RESTRICTIONS. MOREOVER, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WEFIGHT BE LIABLE UNDER FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION ANY WAY CONNECTED WITH THIS AGREEMENT ANY DEALINGS OR UNDER AGREEMENTS BETWEEN YOU AND A THIRD PARTY, THE USE OF THE APPLICATION, WITH THE DELAY OR INABILITY TO USE THE APPLICATION, THE COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR APPLICATION, OR FOR ANY OTHER THEORY OF LAWINFORMATION, SOFTWARE FUNCTIONALITY (INCLUDING, DATA STORAGE), AND MATERIALS AVAILABLE THROUGH THE APPLICATION, WHETHER BASED IN CONTRACT, TORT TORT, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF WEFIGHT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, TOTAL LIABILITY OF WEFIGHT FOR ANY SPECIAL, INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES AND REASON WHATSOEVER RELATED TO THE EXTENT NOT CONSTITUTING INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ANY LOSS OF ANTICIPATED PROFITS, REDUCED PRODUCTION, GOODWILL, USE, MARKET REPUTATION, BUSINESS RECEIPTS OR COMMERCIAL OPPORTUNITIES. THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISION. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION USE OF THE HARM APPLICATION SHALL NOT EXCEED $100 (US) OR LOSSTHE AMOUNT PAID BY YOU TO WEFIGHT (FOR USE OF THE APPLICATION) DURING THE TWELVE (12) MONTHS PRECEDING ANY CLAIM, WHICHEVER IS GREATER.

Limitations of Liability. NOTWITHSTANDING ANY OTHER PROVISION TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY, ITS EMPLOYEES, OFFICERS, DIRECTORS, REPRESENTATIVES OR ITS AFFILIATES (FOR PURPOSES OF THIS AGREEMENTSECTION ONLY “PANTHEON”), NEITHER PARTY SHALL BE LIABLE UNDER TO THE OTHER PARTY OR IN CONNECTION WITH THIS AGREEMENT OR UNDER ANY OTHER THEORY OF LAW, WHETHER IN CONTRACT, TORT OR OTHERWISE, THIRD PARTY FOR ANY INDIRECT, SPECIAL, INDIRECT, CONTINGENTPUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES AND WHATSOEVER ARISING OUT OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE EXTENT NOT CONSTITUTING INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ANY DAMAGES FOR LOSS OF ANTICIPATED BUSINESS PROFITS, REDUCED PRODUCTIONBUSINESS INTERRUPTION, GOODWILLLOSS OF BUSINESS INFORMATION, USE, MARKET REPUTATION, BUSINESS RECEIPTS OR COMMERCIAL OPPORTUNITIESANY OTHER PECUNIARY LOSS. THIS LIMITATION APPLIES EVEN IF A PARTY HAS BEEN ADVISED OF THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISIONPOSSIBILITY OF SUCH DAMAGES. TO NOTWITHSTANDING THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATEDFOREGOING, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF MAXIMUM AGGREGATE AMOUNT WHICH MAY BE AWARDED TO AND COLLECTED BY THE HARM OR LOSSOTHER PARTY IS THE AMOUNT ACTUALLY PAID BY SUBSCRIBER TO PANTHEON UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS PRECEDING THE DATE FROM WHICH THE FIRST CLAIM AROSE.

Limitations of Liability. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENTTO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY NVIDIA AND ITS AFFILIATES SHALL NOT BE LIABLE UNDER FOR ANY SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY LOST PROFITS, LOSS OF USE, LOSS OF DATA OR LOSS OF GOODWILL, OR THE COSTS OF PROCURING SUBSTITUTE PRODUCTS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR UNDER THE USE OR PERFORMANCE OF THE SOFTWARE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER CAUSE OF ACTION OR THEORY OF LAWLIABILITY. IN NO EVENT WILL NVIDIA’S AND ITS AFFILIATES TOTAL CUMULATIVE LIABILITY UNDER OR ARISING OUT OF THIS AGREEMENT EXCEED THE NET AMOUNTS RECEIVED BY NVIDIA OR ITS AFFILIATES FOR YOUR USE OF THE PARTICULAR SOFTWARE DURING THE TWELVE (12) MONTHS BEFORE THE LIABILITY AROSE (or up to US$10.00 if you obtained the SOFTWARE license at no charge). THE NATURE OF THE LIABILITY OR THE NUMBER OF CLAIMS OR SUITS SHALL NOT ENLARGE OR EXTEND THIS LIMIT. YOU ACKNOWLEDGE AND AGREE THAT THE SOFTWARE (AND ANY OF ITS COMPONENTS) IS NOT INTENDED FOR USE WITHOUT FURTHER TESTING, WHETHER INCLUDING IN CONTRACTA HEALTHCARE CONTEXT OR FOR A HEALTHCARE RELATED PURPOSE, TORT AS PROVIDED TO YOU. YOU ACKNOWLEDGE THAT THE SOFTWARE DELIVERED IS NOT A FINAL PRODUCT AND HAS NOT BEEN DESIGNED, TESTED OR OTHERWISECERTIFIED BY NVIDIA FOR USE IN CONNECTION WITH THE DESIGN, CONSTRUCTION, MAINTENANCE, AND/OR OPERATION OF ANY SYSTEM OR APPLICATION WHERE THE USE OR FAILURE OF SUCH SYSTEM OR APPLICATION CAN REASONABLY BE EXPECTED TO RESULT IN A SITUATION THAT THREATENS THE SAFETY OF HUMAN LIFE OR RESULTS IN CATASTROPHIC DAMAGES INCLUDING SEVERE PHYSICAL HARM OR PROPERTY DAMAGE (INCLUDING, FOR EXAMPLE, USE IN CONNECTION WITH ANY HEALTHCARE OR OTHER CRITICAL OR HIGH-RISK APPLICATION). NVIDIA SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY, IN WHOLE OR IN PART, FOR ANY SPECIALCLAIMS OR DAMAGES ARISING FROM SUCH USE. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT ANY PRODUCT OR SERVICE DEVELOPED WITH THE SOFTWARE AS A WHOLE INCLUDES SUFFICIENT FEATURES TO COMPLY WITH ALL APPLICABLE LEGAL AND REGULATORY STANDARDS AND REQUIREMENTS. These exclusions and limitations of liability shall apply regardless if NVIDIA or its affiliates have been advised of the possibility of such damages, INDIRECTand regardless of whether a remedy fails its essential purpose. These exclusions and limitations of liability form an essential basis of the bargain between the parties, CONTINGENTand, INCIDENTAL OR CONSEQUENTIAL DAMAGES AND TO THE EXTENT NOT CONSTITUTING INDIRECTabsent any of these exclusions or limitations of liability, CONTINGENTthe provisions of this Agreement, INCIDENTAL OR CONSEQUENTIAL DAMAGESincluding, ANY LOSS OF ANTICIPATED PROFITSwithout limitation, REDUCED PRODUCTIONthe economic terms, GOODWILL, USE, MARKET REPUTATION, BUSINESS RECEIPTS OR COMMERCIAL OPPORTUNITIES. THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISION. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSSwould be substantially different.

Limitations of Liability. NOTWITHSTANDING ANY OTHER PROVISION THE CUSTOMER AGREES THAT THE LIABILITY OF I/SMS TO THE CUSTOMER BASED ON THIS AGREEMENT AND/OR USE OF THE I/S MANAGEMENT STRATEGIES SOFTWARE WILL NOT EXCEED THE CUSTOMER'S CURRENT- YEAR LICENSE FEES PAID FOR I/S MANAGEMENT STRATEGIES SOFTWARE DELIVERED UNDER THIS AGREEMENT. NEITHER THE CUSTOMER NOR I/SMS WILL BE LIABLE TO EACH OTHER REGARDLESS OF THE FORM OF ACTION FOR ANY LOST PROFITS OR OTHER CONSEQUENTIAL DAMAGES, EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES FURTHER AGREE THAT NEITHER PARTY SHALL BE LIABLE UNDER TO THE OTHER FOR ANY CLAIM OR DEMAND REGARDLESS OF THE FORM OF ACTION AGAINST THE OTHER PARTY BY ANYONE ELSE. IN NO EVENT SHALL I/SMS BE LIABLE FOR SPECIAL OR CONSEQUENTIAL DAMAGES ARISING FROM OR IN CONNECTION WITH THE PERFORMANCE BY I/SMS HEREUNDER. NO OBLIGATION OR LIABILITY, EXCEPT IN THE EVENT OF NEGLIGENCE OR INTENTIONAL WRONGDOING BY I/SMS, SHALL ARISE FROM ANY RENDERING OF TECHNICAL OR OTHER ADVICE OR SERVICE BY I/SMS OR I/S MANAGEMENT STRATEGIES SOFTWARE IN CONNECTION WITH THIS AGREEMENT OR UNDER ANY OTHER THEORY OF LAW, WHETHER IN CONTRACT, TORT OR OTHERWISE, FOR ANY SPECIAL, INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES AND TO THE EXTENT NOT CONSTITUTING INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ANY LOSS OF ANTICIPATED PROFITS, REDUCED PRODUCTION, GOODWILL, USE, MARKET REPUTATION, BUSINESS RECEIPTS OR COMMERCIAL OPPORTUNITIES. THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISION. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSSAGREEMENT.

Limitations of Liability. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENTTO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY NVIDIA AND ITS AFFILIATES SHALL NOT BE LIABLE UNDER FOR ANY SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY LOST PROFITS, LOSS OF USE, LOSS OF DATA OR LOSS OF GOODWILL, OR THE COSTS OF PROCURING SUBSTITUTE PRODUCTS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR UNDER THE USE OR PERFORMANCE OF THE SOFTWARE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER CAUSE OF ACTION OR THEORY OF LAWLIABILITY. IN NO EVENT WILL NVIDIA’S AND ITS AFFILIATES TOTAL CUMULATIVE LIABILITY UNDER OR ARISING OUT OF THIS AGREEMENT EXCEED US$10.00. THE NATURE OF THE LIABILITY OR THE NUMBER OF CLAIMS OR SUITS SHALL NOT ENLARGE OR EXTEND THIS LIMIT. YOU ACKNOWLEDGE THAT THE SOFTWARE DELIVERED IS NOT DESIGNED, WHETHER MANUFACTURED OR INTENDED FOR USE IN CONTRACTCONNECTION WITH THE DESIGN, TORT CONSTRUCTION, MAINTENANCE, AND/OR OTHERWISEOPERATION OF ANY SYSTEM WHERE THE USE OR FAILURE OF SUCH SYSTEM COULD RESULT IN A SITUATION THAT THREATENS THE SAFETY OF HUMAN LIFE OR RESULTS IN CATASTROPHIC DAMAGES (INCLUDING, FOR EXAMPLE, USE IN CONNECTION WITH ANY HEALTHCARE OR OTHER LIFE CRITICAL APPLICATION). NVIDIA SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY, IN WHOLE OR IN PART, FOR ANY SPECIALCLAIMS OR DAMAGES ARISING FROM SUCH USE. These exclusions and limitations of liability shall apply regardless if NVIDIA or its affiliates have been advised of the possibility of such damages, INDIRECTand regardless of whether a remedy fails its essential purpose. These exclusions and limitations of liability form an essential basis of the bargain between the parties, CONTINGENTand, INCIDENTAL OR CONSEQUENTIAL DAMAGES AND TO THE EXTENT NOT CONSTITUTING INDIRECTabsent any of these exclusions or limitations of liability, CONTINGENTthe provisions of this Agreement, INCIDENTAL OR CONSEQUENTIAL DAMAGESincluding, ANY LOSS OF ANTICIPATED PROFITSwithout limitation, REDUCED PRODUCTIONthe economic terms, GOODWILL, USE, MARKET REPUTATION, BUSINESS RECEIPTS OR COMMERCIAL OPPORTUNITIES. THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISION. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSSwould be substantially different.

Limitations of Liability. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NEITHER PARTY IN NO EVENT SHALL AVANAN BE LIABLE UNDER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, TORT OR CONSEQUENTIAL DAMAGES (INCLUDING ANY DAMAGES RESULTING FROM LOSS OF USE, LOSS OF OR DAMAGE TO SOFTWARE OR DATA, LOSS OF PROFITS OR LOSS OF BUSINESS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR UNDER ANY OTHER THEORY THE SERVICES FURNISHED HEREUNDER, INCLUDING FOR THE AVOIDANCE OF LAWDOUBT THE PRIVACY POLICY, AND THE DPA REFERENCED IN SECTION 2 ABOVE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL AVANAN'S AGGREGATE LIABILITY HEREUNDER EXCEED THE TOTAL FEES PAID BY CUSTOMER TO AVANAN FOR THE PERIOD OF 12 MONTHS PRIOR TO THE CLAIM FOR WHICH AN INDEMNIFICATION IS REQUESTED. THE LIMITATIONS OF LIABILITY IN THIS PARAGRAPH APPLY WHETHER SUCH LIABILITY ARISES IN CONTRACT, TORT (INCLUDING NEGLIGENCE), UNDER STATUTE OR OTHERWISE. HOWEVER, FOR NOTWITHSTANDING ANY SPECIALOTHER PROVISION OF THESE TERMS OF SERVICE OR ANY ORDER, INDIRECT, CONTINGENT, INCIDENTAL NO EXCLUSION OR CONSEQUENTIAL DAMAGES AND LIMITATION OF LIABILITY SHALL APPLY TO THE EXTENT NOT CONSTITUTING INDIRECT, CONTINGENT, INCIDENTAL ANY LIABILITY BASED ON FRAUD OR CONSEQUENTIAL DAMAGES, ANY LOSS OF ANTICIPATED PROFITS, REDUCED PRODUCTION, GOODWILL, USE, MARKET REPUTATION, BUSINESS RECEIPTS OR COMMERCIAL OPPORTUNITIES. THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISION. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSSWILLFUL MISCONDUCT.

Limitations of Liability. NOTWITHSTANDING ANY OTHER PROVISION EXCEPT FOR BREACHES OF THIS AGREEMENTCLIENT'S OBLIGATIONS UNDER SECTION 1, NEITHER IN NO EVENT SHALL EITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR LOST DATA, EVEN IF THE PARTY CAUSING SUCH DAMAGES HAS BEEN ADVISED OF THE POSSIBILITY OF THEM. Client is responsible for maintaining backups of the data on its systems that may be used in connection with or generated by the Software or affected by maintenance or system integration services provided under this Agreement. Altra will not be liable for any loss of Client's data for any reason. ALTRA'S TOTAL LIABILITY UNDER OR THIS AGREEMENT IN CONNECTION WITH OR ARISING FROM EACH OF (a) USE OF OR ACCESS TO THE SOFTWARE BY OR THROUGH CLIENT, (b) SYSTEM INTEGRATION, AND (c) SOFTWARE MAINTENANCE, SHALL NOT EXCEED THE AMOUNT OF THE RESPECTIVE FEES PAID BY CLIENT TO ALTRA FOR THE ACTIVITY DIRECTLY RESULTING IN SUCH LIABILITY. TO DETERMINE THE MAXIMUM LIABILITY ARISING FROM ITEM (a) ABOVE, THE AMOUNT OF LICENSE FEES PAID SHALL BE DECREASED BY ONE THIRTY-SIXTH (1/36) FOR EACH MONTH FOLLOWING THE EFFECTIVE DATE OF THIS AGREEMENT UNTIL THE TERMINATION OF THIS AGREEMENT AND CLIENT'S CESSATION OF USE OF THE SOFTWARE. THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 8 SHALL APPLY TO ANY CLAIM, REGARDLESS OF THE CAUSE OF ACTION AND REGARDLESS OF ANY NEGLIGENCE OR UNDER STRICT LIABILITY WHICH MAY BE INVOLVED. NO THIRD PARTY VENDOR WILL BE LIABLE IN ANY OTHER THEORY OF LAWEVENT FOR ANY DAMAGES, WHETHER IN CONTRACT, TORT OR OTHERWISE, FOR ANY SPECIALDIRECT, INDIRECT, CONTINGENTINCIDENTAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES AND TO THE EXTENT NOT CONSTITUTING INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ANY LOSS OF ANTICIPATED PROFITS, REDUCED PRODUCTION, GOODWILL, USE, MARKET REPUTATION, BUSINESS RECEIPTS OR COMMERCIAL OPPORTUNITIES. THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISION. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION ARISING FROM USE OF THE HARM OR LOSSSOFTWARE.

Limitations of Liability. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENTTO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IN NO EVENT SHALL THE INTRVYL PARTIES BE LIABLE UNDER TO YOU FOR ANY LOSS, DAMAGE OR INJURY OF ANY KIND INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSSES OR DAMAGES, OR DAMAGES FOR SYSTEM FAILURE OR MALFUNCTION OR LOSS OF PROFITS, DATA, USE, BUSINESS OR GOOD-WILL, ARISING OUT OF OR IN CONNECTION WITH (A) THE APPLICATION, (B) THIS AGREEMENT OR UNDER (C) YOUR MISUSE OF THE APPLICATION OR ANY CONTENT AVAILABLE ON OR THROUGH THE APPLICATION. THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER THE ASSERTED LIABILITY OR DAMAGES ARE BASED ON CONTRACT, INDEMNIFICATION, TORT, STRICT LIABILITY, STATUTE OR ANY OTHER THEORY OF LAWLEGAL OR EQUITABLE THEORY. NOTWITHSTANDING THE FOREGOING, WHETHER IN CONTRACTTHESE DISCLAIMERS HEREIN DO NOT EXCLUDE ANY PRODUCT LIABILITY CLAIMS, TORT STATUTORY CONSUMER RIGHTS, DAMAGES ASSOCIATED WITH PERSONAL INJURY OR OTHERWISERESULTING FROM INTRVYL INTENTIONAL MISCONDUCT, FOR ANY SPECIALRECKLESSNESS, INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES AND TO THE EXTENT NOT CONSTITUTING INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ANY LOSS OF ANTICIPATED PROFITS, REDUCED PRODUCTION, GOODWILL, USE, MARKET REPUTATION, BUSINESS RECEIPTS OR COMMERCIAL OPPORTUNITIES. THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISION. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINEFRAUD, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSSGROSS NEGLIGENCE.

Limitations of Liability. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NEITHER PARTY BUYER SHALL NOT BE ENTITLED TO AND AVNET WILL NOT LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR UNDER ANY OTHER THEORY OF LAW, WHETHER IN CONTRACT, TORT OR OTHERWISE, FOR ANY SPECIAL, INDIRECT, CONTINGENTSPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES AND TO THE EXTENT NOT CONSTITUTING INDIRECTOF ANY KIND OR NATURE, CONTINGENTINCLUDING, INCIDENTAL OR CONSEQUENTIAL DAMAGESWITHOUT LIMITATION, ANY BUSINESS INTERRUPTION COSTS, LOSS OF ANTICIPATED PROFITSPROFIT OR REVENUE, REDUCED PRODUCTIONLOSS OF DATA, GOODWILLPROMOTIONAL OR MANUFACTURING EXPENSES, USEOVERHEAD, MARKET REPUTATIONCOSTS OR EXPENSES ASSOCIATED WITH WARRANTY OR INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS, BUSINESS RECEIPTS INJURY TO REPUTATION OR COMMERCIAL OPPORTUNITIESLOSS OF CUSTOMERS, EVEN IF AVNET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING ANY WAIVER REQUIRED UNDER ANY STATUTORY PROVISIONPRODUCT AND DOCUMENTATION ARE NOT DESIGNED, AUTHORIZED OR WARRANTED TO BE SUITABLE FOR USE IN MEDICAL, MILITARY, AIR CRAFT, SPACE OR LIFE SUPPORT EQUIPMENT NOR IN APPLICATIONS WHERE FAILURE OR MALFUNCTION OF THE PRODUCT CAN REASONABLY BE EXPECTED TO RESULT IN A PERSONAL INJURY, DEATH OR SEVERE PROPERTY OR ENVIRONMENTAL DAMAGE. INCLUSION OR USE OF PRODUCT IN SUCH EQUIPMENT OR APPLICATIONS, WITHOUT PRIOR AUTHORIZATION IN WRITING OF AVNET, IS NOT PERMITTED AND IS AT BUYER’S OWN RISK. BUYER AGREES TO THE EXTENT FULLY INDEMNIFY AVNET FOR ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT RESULTING FROM SUCH INCLUSION OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSSUSE.

Limitations of Liability. NOTWITHSTANDING ANY OTHER PROVISION TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, (IN PARTICULAR, THE CONTROL OF EXEMPTION CLAUSES ORDINANCE (CAP 71, LAWS OF HONG KONG)), THE TOTAL LIABILITY OF HID AND ITS SUPPLIERS FOR ALL DIRECT DAMAGES RELATING TO OR ARISING FROM THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, CONTRACT DAMAGES AND DAMAGES FOR INJURIES TO PERSONS OR PROPERTY, WHETHER ARISING FROM HID’S BREACH OF THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE UNDER BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT WITH RESPECT TO THE PRODUCTS, OR ANY SERVICE PROVIDED IN CONNECTION WITH THIS AGREEMENT OR UNDER ANY OTHER THEORY OF LAW, WHETHER IN CONTRACT, TORT THE PRODUCTS OR OTHERWISE, SHALL IN NO EVENT EXCEED THE AMOUNT HID RECEIVED FROM CUSTOMER FOR THE PARTICULAR PRODUCT OR SERVICE GIVING RISE TO THE LIABILITY. HID WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY DAMAGE OR LOSS RESULTING FROM THE OPERATION OR PERFORMANCE OF ANY THIRD PARTY PRODUCT OR ANY SYSTEMS IN WHICH AN HID PRODUCT IS INCORPORATED. TO THE EXTENT PERMITTED BY APPLICABLE LAW, (IN PARTICULAR, THE CONTROL OF EXEMPTION CLAUSES ORDINANCE (CAP 71, LAWS OF HONG KONG)), IN NO EVENT SHALL HID BE LIABLE FOR ANY SPECIAL, INDIRECTINCIDENTAL, CONTINGENT, INCIDENTAL INDIRECT OR CONSEQUENTIAL DAMAGES AND ARISING OUT OF OR RELATING TO THE EXTENT THIS AGREEMENT, INCLUDING BUT NOT CONSTITUTING INDIRECT, CONTINGENT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ANY LIMITED TO LOSS OF ANTICIPATED BUSINESS, REVENUE, PROFITS, REDUCED PRODUCTION, GOODWILL, USE, MARKET REPUTATIONDATA OR OTHER ECONOMIC ADVANTAGE AND ANY NON- ECONOMIC LOSSES, BUSINESS RECEIPTS REGARDLESS OF THE LEGAL THEORY ON WHICH ANY SUCH DAMAGES MAY BE BASED AND EVEN IF A PARTY HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. These limitations shall apply notwithstanding the failure of the essential purpose of any limited remedy specified herein. NOTHING IN THIS AGREEMENT EXCLUDES OR COMMERCIAL OPPORTUNITIES. LIMITS THE PARTIES WAIVE THEIR RIGHT THERETO INCLUDING LIABILITY OF EITHER PARTY: • FOR DEATH OR PERSONAL INJURY CAUSED BY THAT PARTIES' NEGLIGENCE; • FOR A PARTY’S INDEMNITY OBLIGATIONS HEREUNDER; • FOR ANY WAIVER REQUIRED MATTER FOR WHICH IT WOULD BE ILLEGAL FOR THAT PARTY TO LIMIT OR RESTRICT ITS LIABILITY UNDER ANY STATUTORY PROVISION. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT APPLICABLE LAW; OR IMPOSSIBLE TO DETERMINE, • FOR FRAUD OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSSFRAUDULENT MISREPRESENTATION.